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RESOLUTIONS OF THE BOARD OF DIRECTORS

CALLOWAY-BRIGGS RENEWABLES INC.

Establishment and Appointment of the Compensation Committee

A Delaware Corporation

Principal Office: 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746

Adopted by Unanimous Written Consent of the Board of Directors May 18, 2022

The undersigned, being all of the members of the Board of Directors (the "Board") of Calloway-Briggs Renewables Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.11 of the Company's Bylaws (as amended and restated, the "Bylaws"), which permit action by the Board without a meeting if all members of the Board consent thereto in writing, do hereby adopt the following resolutions by unanimous written consent, effective as of the date set forth above:

RECITALS

WHEREAS, the Company is pursuing an initial public offering (the "IPO") of shares of its common stock, par value $0.01 per share (the "Common Stock"), on the New York Stock Exchange (the "NYSE"), with a proposed ticker symbol of "CBRI" and an anticipated aggregate offering size of approximately Six Hundred Million Dollars ($600,000,000), pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the "SEC");

WHEREAS, in connection with the IPO and the Company's transition from a privately held company to a publicly traded company, the Board deems it advisable and in the best interests of the Company and its stockholders to establish a Compensation Committee (the "Compensation Committee") of the Board, to be charged with the oversight and administration of the Company's executive and employee compensation policies, equity incentive plans, and related matters;

WHEREAS, the establishment of a Compensation Committee is required under the listing standards of the NYSE, including Section 303A of the NYSE Listed Company Manual (the "NYSE Manual"), and is consistent with principles of sound corporate governance for public companies;

WHEREAS, the Company may be eligible to rely on the controlled-company exemption under Section 303A.00 of the NYSE Manual and related NYSE rules following the closing of the IPO, given that Pinnacle Vista Capital Partners III, LP, together with its affiliates (collectively, "Pinnacle Vista"), is expected to hold approximately sixty-three percent (63%) of the Company's outstanding voting power immediately following the closing of the IPO (or approximately fifty-nine percent (59%) if the underwriters exercise their option to purchase additional shares in full); however, the Board has determined, in the exercise of its fiduciary duties and as a matter of best corporate governance practices, to establish the Compensation Committee on a voluntary basis with members who satisfy the independence requirements of the NYSE listing standards, rather than availing itself of the controlled-company exemption with respect to the composition of the Compensation Committee;

WHEREAS, the Board has considered the qualifications, independence, background, skills, and experience of each of the directors proposed for appointment to the Compensation Committee, including their respective experience with executive compensation practices, equity incentive plan design and administration, human capital management, and the oversight of compensation matters at publicly traded companies;

WHEREAS, the Board has determined that each of Catherine Liang, Richard Estavez, and Warren Okoro (each, a "Proposed Member" and collectively, the "Proposed Members") qualifies as an "independent director" under the general independence standards set forth in Section 303A.02 of the NYSE Manual, including the enhanced independence requirements specifically applicable to compensation committee members under Section 303A.05 of the NYSE Manual, and satisfies the requirements of Rule 10C-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder;

WHEREAS, in reaching the foregoing independence determinations, the Board has considered, among other things, (a) the sources of compensation of each Proposed Member, including any consulting, advisory, or other compensatory fee paid by the Company or any subsidiary of the Company to such Proposed Member, and (b) whether each Proposed Member is affiliated with the Company, any subsidiary of the Company, or any affiliate of a subsidiary of the Company, and has affirmatively determined that no such relationship exists that would impair any Proposed Member's ability to exercise independent judgment;

WHEREAS, the Board has further determined that each Proposed Member qualifies as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, and that the composition of the Compensation Committee satisfies the requirements of Rule 16b-3 for the approval of transactions and the grant of equity awards exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act;

WHEREAS, the Board has adopted, or prior to the closing of the IPO will adopt, an Amended and Restated Certificate of Incorporation (the "Restated Charter") and Amended and Restated Bylaws of the Company (the "Restated Bylaws"), each to become effective upon the closing of the IPO, which provide, among other things, for the establishment of committees of the Board and the delegation of authority to such committees in accordance with the DGCL;

WHEREAS, the Board has approved, or prior to the closing of the IPO will approve, the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "2022 Equity Plan"), reserving an aggregate of 12,727,273 shares of Common Stock for issuance thereunder (representing approximately ten percent (10%) of the Company's post-IPO shares outstanding on a fully-exercised, fully-diluted basis of 127,272,727 shares), and the Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "2022 ESPP"), reserving an aggregate of 2,545,455 shares of Common Stock for issuance thereunder (representing approximately two percent (2%) of the Company's post-IPO shares outstanding), each of which is to become effective upon the closing of the IPO, and the administration of each such plan will fall within the scope of the Compensation Committee's duties and responsibilities;

WHEREAS, in connection with the Company's preparations for the IPO, the Company has engaged Clarendon Rowe Advisory Group LLC ("Clarendon Rowe"), an independent compensation consulting firm, to provide executive compensation benchmarking, equity incentive plan design, and related advisory services, and the Compensation Committee, upon its establishment, will have the authority to retain, oversee, direct, and terminate the engagement of Clarendon Rowe and any other independent compensation consultants, legal counsel, and advisors as it deems necessary or appropriate in the performance of its duties;

NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and valuable reasons, the Board hereby adopts the following resolutions:

I. ESTABLISHMENT OF THE COMPENSATION COMMITTEE

RESOLVED, that effective as of the closing of the Company's IPO (the "Effective Date"), a standing committee of the Board, to be known as the "Compensation Committee," is hereby established in accordance with Article III of the Company's Restated Bylaws, Section 141(c) of the DGCL, and the applicable rules and regulations of the NYSE and the SEC, and shall be vested with all powers and authority granted to it by these resolutions, the Compensation Committee Charter (as defined below), and applicable law.

RESOLVED, that the Compensation Committee shall operate pursuant to a written charter (the "Compensation Committee Charter"), a substantially final copy of which has been presented to the Board and is attached hereto as Exhibit A, and the Board hereby approves and adopts the Compensation Committee Charter in the form so presented, with such non-material changes as the General Counsel may approve, to be effective as of the Effective Date. The Compensation Committee Charter shall be posted on the Company's investor relations website promptly following the closing of the IPO, in accordance with NYSE listing requirements and applicable SEC guidance.

II. APPOINTMENT OF MEMBERS

RESOLVED, that the following directors are hereby appointed as members of the Compensation Committee, each such appointment to be effective as of the Effective Date:

RESOLVED, that Catherine Liang is hereby designated as the Chair of the Compensation Committee, effective as of the Effective Date, and shall preside at all meetings of the Compensation Committee, set the agenda for such meetings in consultation with other members of the Compensation Committee and management, and perform such other duties as are customary for the chair of a compensation committee or as may be prescribed by the Compensation Committee Charter.

RESOLVED, that the Board has made, and hereby confirms, the following determinations with respect to each member of the Compensation Committee:

(a) each member qualifies as an "independent director" under the general independence standards set forth in Section 303A.02 of the NYSE Manual;

(b) each member satisfies the enhanced independence requirements specifically applicable to compensation committee members under Section 303A.05 of the NYSE Manual, including the requirements of Rule 10C-1 promulgated under the Exchange Act;

(d) no member has any relationship with the Company, its management, its affiliates, or any other person or entity that would interfere with the exercise of such member's independent judgment as a member of the Compensation Committee.

RESOLVED, that the members of the Compensation Committee shall serve in such capacity until their respective successors are duly appointed by the Board, or until their earlier death, resignation, disqualification, or removal by the Board, in each case in accordance with the Restated Bylaws and the Compensation Committee Charter. Nothing herein shall be construed to limit the authority of the Board to remove or replace any member of the Compensation Committee at any time, with or without cause, or to appoint additional members to the Compensation Committee, in each case subject to applicable NYSE rules and the Compensation Committee Charter.

III. SCOPE OF AUTHORITY AND RESPONSIBILITIES

RESOLVED, that the Compensation Committee shall have the authority, duties, and responsibilities set forth in the Compensation Committee Charter, as the same may be amended from time to time, including without limitation the following:

(a) Executive Compensation. Reviewing and approving, or in its discretion recommending to the full Board for approval, the compensation of the Company's Chief Executive Officer (currently Garrett Calloway) and each of the Company's other executive officers, including without limitation Elaine Briggs (President, Development), Marcus Yoon (Chief Financial Officer), Sandra Haverford (General Counsel & Corporate Secretary), Dale Renfroe (Chief Operating Officer), Priya Anand (Senior Vice President, Finance & Treasurer), Tomás Quintero (Senior Vice President, Project Development), and Rachel Whitmore (Chief People Officer), and any other individual designated as an "officer" of the Company within the meaning of Section 16 of the Exchange Act or Rule 3b-7 thereunder, or who is otherwise designated by the Board as an executive officer for purposes of the Company's compensation programs. Such review shall encompass all elements of compensation, including base salary, annual cash incentive compensation, long-term equity incentive compensation, perquisites, retirement benefits, and any other forms of compensation or benefits.

(b) Compensation Philosophy and Programs. Overseeing the Company's overall compensation philosophy, policies, and programs, and ensuring that such philosophy, policies, and programs are consistent with the Company's strategic objectives, promote the creation of long-term stockholder value, and are designed to attract, retain, and motivate talented executives and employees in a competitive marketplace.

(c) Equity Compensation Plan Administration. Administering the Company's equity compensation plans, including the 2022 Equity Plan and the 2022 ESPP, and any successor plans or additional equity compensation plans adopted by the Company from time to time, including (i) interpreting the terms and provisions of such plans, (ii) establishing rules and regulations for the administration of such plans, (iii) selecting participants, (iv) determining the types, sizes, and terms and conditions of awards, and (v) taking all other actions necessary or desirable for the proper administration of such plans, in each case subject to the terms and conditions of the applicable plan.

(d) Equity-Based Awards. Approving the grant of equity-based awards under the 2022 Equity Plan and any other equity compensation plan of the Company, including stock options (both incentive stock options and nonqualified stock options), restricted stock awards, restricted stock units ("RSUs"), performance stock units ("PSUs"), stock appreciation rights, and other equity-based or equity-linked awards, including determining the number of shares subject to each award, the exercise price (if applicable), the vesting schedule, performance goals (if applicable), and other terms and conditions of each award.

(e) Non-Employee Director Compensation. Reviewing and recommending to the full Board for approval the compensation arrangements for non-employee directors of the Company, including cash retainer fees, committee service fees, committee chair fees, equity-based awards, and other benefits or perquisites, and periodically benchmarking such compensation against the practices of comparable publicly traded companies.

(f) Compensation Disclosure. Overseeing the preparation of the Compensation Discussion and Analysis ("CD&A") and all other compensation-related disclosures required by the SEC for inclusion in the Company's annual proxy statement on Schedule 14A, annual report on Form 10-K, or registration statement, as applicable, and producing the Compensation Committee Report required by Item 407(e)(5) of Regulation S-K for inclusion in such filings.

(g) Compensation Consultants and Advisors. Retaining, overseeing, directing, and terminating the engagement of independent compensation consultants, independent legal counsel, and other advisors as the Compensation Committee determines necessary or appropriate in the performance of its duties, including the current engagement of Clarendon Rowe Advisory Group LLC (Patricia Voss, Senior Managing Director, serving as lead advisor), and approving the fees and other terms of engagement of any such consultant, counsel, or advisor.

(h) Independence of Advisors. Assessing the independence of any compensation consultant, legal counsel, or other advisor retained or to be retained by the Compensation Committee, taking into consideration the factors specified in Section 303A.05(c)(iv) of the NYSE Manual, Rule 10C-1(b)(4) under the Exchange Act, and any other factors the Compensation Committee deems relevant, prior to selecting or receiving advice from any such consultant, counsel, or advisor. Such assessment shall be conducted at the time of initial retention and on an annual basis thereafter.

(i) Compensation Risk Assessment. Reviewing and discussing with management the Company's compensation risk assessment, including an evaluation of whether the Company's compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company, and reporting the results of such assessment to the full Board.

(j) Employment and Severance Arrangements. Reviewing and approving (or recommending to the Board for approval) employment agreements, offer letters, severance arrangements, change-in-control agreements, retention agreements, and any other material compensatory arrangements for executive officers of the Company, including any material amendments or modifications thereto.

(k) Additional Duties. Performing such other duties and responsibilities as may be delegated to the Compensation Committee by the Board from time to time, or as may be required by applicable law, regulation, or stock exchange listing standard.

IV. DELEGATION AND ADMINISTRATIVE MATTERS

RESOLVED, that the Compensation Committee shall have the sole authority to retain and terminate the services of compensation consultants, independent legal counsel, and other advisors, and shall have the authority to approve the fees and other terms of retention for any such consultant, counsel, or advisor. The Company shall provide appropriate funding, as determined by the Compensation Committee, for the payment of (i) compensation to any compensation consultant, legal counsel, or other advisor retained by the Compensation Committee, and (ii) the ordinary administrative expenses of the Compensation Committee that are necessary or appropriate for carrying out its duties.

RESOLVED, that the Compensation Committee may, to the extent it deems necessary or appropriate and to the extent permitted by applicable law (including the DGCL), the Restated Charter, the Restated Bylaws, and the Compensation Committee Charter, delegate any of its authority and responsibilities to one or more subcommittees of the Compensation Committee, each of which shall consist of one or more members of the Compensation Committee, and may delegate specific matters to the Chair of the Compensation Committee. Any subcommittee so established shall operate in accordance with the applicable provisions of the Compensation Committee Charter and any additional rules or procedures established by the Compensation Committee. Notwithstanding the foregoing, the Compensation Committee shall not delegate any authority the exercise of which is required by applicable law, regulation, or NYSE listing standard to be performed by the full Compensation Committee.

RESOLVED, that the Compensation Committee may delegate authority to one or more officers of the Company (including, without limitation, the Chief Executive Officer, the Chief People Officer, or the General Counsel) to grant equity awards under the 2022 Equity Plan or any successor plan to employees of the Company and its subsidiaries who are not executive officers of the Company (as defined in Section 16 of the Exchange Act or Rule 3b-7 thereunder), subject to such parameters, guidelines, and limits as the Compensation Committee may establish from time to time, including limitations on (a) the aggregate number of shares subject to awards that may be granted pursuant to such delegation during any specified period, (b) the types of awards that may be granted, (c) the per-person grant limits, and (d) the vesting terms of such awards. Any such delegation shall be set forth in a written resolution of the Compensation Committee and shall comply with the terms of the applicable equity compensation plan and applicable law.

RESOLVED, that the Compensation Committee shall hold meetings at least four (4) times per calendar year, or more frequently as the Chair of the Compensation Committee determines necessary or advisable in light of the Company's compensation cycle, regulatory requirements, or other relevant considerations. The Compensation Committee may meet in person, by telephone conference, by videoconference, or by any other means of communication by which all persons participating in the meeting can hear each other, as permitted by the DGCL and the Restated Bylaws. A majority of the members of the Compensation Committee shall constitute a quorum for the transaction of business at any meeting of the Compensation Committee. The Compensation Committee may also act by unanimous written consent in lieu of a meeting, as permitted by the DGCL and the Restated Bylaws.

RESOLVED, that the Compensation Committee shall report regularly to the full Board regarding the Compensation Committee's activities, findings, conclusions, and recommendations, including reports on (i) compensation decisions made with respect to the Company's executive officers, (ii) the status of the Company's equity compensation plans, (iii) the Compensation Committee's assessment of compensation-related risks, and (iv) such other matters as the Board may request or the Compensation Committee deems appropriate.

RESOLVED, that the Compensation Committee shall, on an annual basis, review and reassess the adequacy and appropriateness of the Compensation Committee Charter and recommend any proposed changes to the Board for approval. Such annual review shall include consideration of developments in applicable law, regulation, NYSE listing standards, and best practices in corporate governance and compensation committee operations.

V. IPO EQUITY GRANTS — AUTHORIZATION OF INITIAL AWARDS

RESOLVED, that the Compensation Committee is hereby authorized, effective as of the Effective Date, to approve the initial grants of equity awards in connection with the IPO (the "IPO Equity Grants") to the Company's executive officers, as recommended by management and Clarendon Rowe Advisory Group LLC, in the following amounts (or in such adjusted amounts as the Compensation Committee may determine in its discretion, consistent with the recommendations of Clarendon Rowe and the terms of the 2022 Equity Plan):

(i) Garrett Calloway, Chief Executive Officer: 500,000 Restricted Stock Units (RSUs);

(ii) Elaine Briggs, President, Development: 400,000 Restricted Stock Units (RSUs);

(iii) Marcus Yoon, Chief Financial Officer: 300,000 Restricted Stock Units (RSUs);

(iv) Sandra Haverford, General Counsel & Corporate Secretary: 200,000 Restricted Stock Units (RSUs);

(v) Dale Renfroe, Chief Operating Officer: 200,000 Restricted Stock Units (RSUs);

(vi) Priya Anand, Senior Vice President, Finance & Treasurer: 150,000 Restricted Stock Units (RSUs);

(vii) Tomás Quintero, Senior Vice President, Project Development: 150,000 Restricted Stock Units (RSUs); and

(viii) Rachel Whitmore, Chief People Officer: 150,000 Restricted Stock Units (RSUs).

Each of the foregoing IPO Equity Grants shall be subject to a four-year ratable vesting schedule, with twenty-five percent (25%) of the RSUs vesting on each anniversary of the applicable vesting commencement date, subject to the executive officer's continued employment with the Company through each such vesting date, and subject to such additional terms and conditions (including any acceleration provisions) as shall be set forth in the applicable award agreement.

RESOLVED, that the Compensation Committee is hereby authorized and empowered to determine the final terms and conditions of the IPO Equity Grants, including without limitation (a) the specific grant dates (which may be the date of the closing of the IPO or such other date as the Compensation Committee may determine), (b) the vesting commencement dates, (c) any performance-based vesting conditions that the Compensation Committee may, in its discretion, elect to apply to all or a portion of any IPO Equity Grant, (d) the treatment of unvested RSUs upon a termination of employment (including termination without cause, resignation for good reason, death, disability, or retirement) or upon a change in control of the Company, (e) any restrictive covenant or clawback provisions, and (f) such other terms and conditions as the Compensation Committee deems appropriate, in each case in accordance with the terms of the 2022 Equity Plan. The Compensation Committee is further authorized to approve the forms of award agreements to be used in connection with the IPO Equity Grants.

VI. GENERAL AUTHORIZATIONS

RESOLVED, that each of the officers of the Company, including without limitation the Chief Executive Officer, the Chief Financial Officer, the General Counsel & Corporate Secretary, and the Chief People Officer, is hereby authorized and directed, in the name and on behalf of the Company, to take or cause to be taken any and all actions, and to execute and deliver or cause to be executed and delivered any and all agreements, instruments, documents, certificates, filings, and other writings (including, without limitation, amendments, supplements, waivers, consents, and acknowledgments), as any such officer may deem necessary, appropriate, or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions, the execution and delivery of any such agreement, instrument, document, certificate, filing, or other writing by such officer to be conclusive evidence of such officer's determination that such action was necessary, appropriate, or advisable and of such officer's approval of the terms thereof. The authority granted by this resolution shall include, without limitation, the authority to (a) file or cause to be filed any documents with the SEC, the NYSE, or any other governmental authority or regulatory body as may be required or advisable, (b) publish or cause to be published the Compensation Committee Charter on the Company's investor relations website, (c) execute and deliver award agreements and related documents in connection with the IPO Equity Grants, and (d) take any other action reasonably incidental to the foregoing.

RESOLVED, that any and all actions heretofore taken by any officer or director of the Company, in good faith and in the reasonable belief that such actions were authorized, in connection with the matters contemplated by the foregoing resolutions, including without limitation (a) the engagement of Clarendon Rowe Advisory Group LLC as the Company's independent compensation consultant, (b) the preparation and negotiation of the Compensation Committee Charter, (c) preliminary discussions regarding the terms and conditions of the IPO Equity Grants, (d) the preparation of compensation-related disclosures for inclusion in the Company's registration statement on Form S-1, and (e) any other preparatory or organizational actions taken in anticipation of the establishment of the Compensation Committee, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

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

CERTIFICATION

I, Sandra Haverford, General Counsel & Corporate Secretary of Calloway-Briggs Renewables Inc., a Delaware corporation, hereby certify that the foregoing resolutions were duly adopted by unanimous written consent of the Board of Directors of the Company, effective as of May 18, 2022, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.11 of the Company's Bylaws, and that such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.

I further certify that the following individuals constitute all of the members of the Board of Directors of the Company as of the date of adoption of the foregoing resolutions, and that each such director executed the written consent evidencing such director's approval of the foregoing resolutions:

1. Garrett Calloway — Co-Founder, Chairman & Chief Executive Officer

2. Elaine Briggs — Co-Founder & President, Development

3. Hugh Pemberton — Director (Pinnacle Vista Capital Partners — Investor Designee)

4. Diane Kovac — Director (Pinnacle Vista Capital Partners — Investor Designee)

5. Warren Okoro — Independent Director

6. Catherine Liang — Independent Director

7. Richard Estavez — Independent Director

IN WITNESS WHEREOF, I have executed this certification as of the date set forth below.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Sandra Haverford

Title: General Counsel & Corporate Secretary

Date: ________

EXHIBIT REFERENCE

Exhibit A: Compensation Committee Charter of Calloway-Briggs Renewables Inc.

The Compensation Committee Charter, as approved and adopted by the Board of Directors pursuant to the resolutions set forth herein, is attached hereto as Exhibit A and incorporated herein by reference. The Compensation Committee Charter shall become effective as of the Effective Date (i.e., the closing of the Company's initial public offering) and shall govern the organization, authority, duties, and responsibilities of the Compensation Committee. A copy of the Compensation Committee Charter shall be posted on the Company's investor relations website promptly following the closing of the IPO in accordance with the rules of the NYSE and applicable SEC guidance.

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Member	Role	Independence Status
Catherine Liang	Chair	Independent Director (NYSE §§ 303A.02, 303A.05; Exchange Act Rule 10C-1; Rule 16b-3 Non-Employee Director)
Richard Estavez	Member	Independent Director (NYSE §§ 303A.02, 303A.05; Exchange Act Rule 10C-1; Rule 16b-3 Non-Employee Director)
Warren Okoro	Member	Independent Director (NYSE §§ 303A.02, 303A.05; Exchange Act Rule 10C-1; Rule 16b-3 Non-Employee Director)

RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
CALLOWAY-BRIGGS RENEWABLES INC.
Establishment and Appointment of the Compensation Committee
A Delaware Corporation
Principal Office: 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746
Adopted by Unanimous Written Consent of the Board of Directors May 18, 2022
The undersigned, being all of the members of the Board of Directors (the "Board") of Calloway-Briggs Renewables Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.11 of the Company's Bylaws (as amended and restated, the "Bylaws"), which permit action by the Board without a meeting if all members of the Board consent thereto in writing, do hereby adopt the following resolutions by unanimous written consent, effective as of the date set forth above:
RECITALS
WHEREAS, the Company is pursuing an initial public offering (the "IPO") of shares of its common stock, par value $0.01 per share (the "Common Stock"), on the New York Stock Exchange (the "NYSE"), with a proposed ticker symbol of "CBRI" and an anticipated aggregate offering size of approximately Six Hundred Million Dollars ($600,000,000), pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the "SEC");
WHEREAS, in connection with the IPO and the Company's transition from a privately held company to a publicly traded company, the Board deems it advisable and in the best interests of the Company and its stockholders to establish a Compensation Committee (the "Compensation Committee") of the Board, to be charged with the oversight and administration of the Company's executive and employee compensation policies, equity incentive plans, and related matters;
WHEREAS, the establishment of a Compensation Committee is required under the listing standards of the NYSE, including Section 303A of the NYSE Listed Company Manual (the "NYSE Manual"), and is consistent with principles of sound corporate governance for public companies;
WHEREAS, the Company may be eligible to rely on the controlled-company exemption under Section 303A.00 of the NYSE Manual and related NYSE rules following the closing of the IPO, given that Pinnacle Vista Capital Partners III, LP, together with its affiliates (collectively, "Pinnacle Vista"), is expected to hold approximately sixty-three percent (63%) of the Company's outstanding voting power immediately following the closing of the IPO (or approximately fifty-nine percent (59%) if the underwriters exercise their option to purchase additional shares in full); however, the Board has determined, in the exercise of its fiduciary duties and as a matter of best corporate governance practices, to establish the Compensation Committee on a voluntary basis with members who satisfy the independence requirements of the NYSE listing standards, rather than availing itself of the controlled-company exemption with respect to the composition of the Compensation Committee;
WHEREAS, the Board has considered the qualifications, independence, background, skills, and experience of each of the directors proposed for appointment to the Compensation Committee, including their respective experience with executive compensation practices, equity incentive plan design and administration, human capital management, and the oversight of compensation matters at publicly traded companies;
WHEREAS, the Board has determined that each of Catherine Liang, Richard Estavez, and Warren Okoro (each, a "Proposed Member" and collectively, the "Proposed Members") qualifies as an "independent director" under the general independence standards set forth in Section 303A.02 of the NYSE Manual, including the enhanced independence requirements specifically applicable to compensation committee members under Section 303A.05 of the NYSE Manual, and satisfies the requirements of Rule 10C-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder;
WHEREAS, in reaching the foregoing independence determinations, the Board has considered, among other things, (a) the sources of compensation of each Proposed Member, including any consulting, advisory, or other compensatory fee paid by the Company or any subsidiary of the Company to such Proposed Member, and (b) whether each Proposed Member is affiliated with the Company, any subsidiary of the Company, or any affiliate of a subsidiary of the Company, and has affirmatively determined that no such relationship exists that would impair any Proposed Member's ability to exercise independent judgment;
WHEREAS, the Board has further determined that each Proposed Member qualifies as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, and that the composition of the Compensation Committee satisfies the requirements of Rule 16b-3 for the approval of transactions and the grant of equity awards exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act;
WHEREAS, the Board has adopted, or prior to the closing of the IPO will adopt, an Amended and Restated Certificate of Incorporation (the "Restated Charter") and Amended and Restated Bylaws of the Company (the "Restated Bylaws"), each to become effective upon the closing of the IPO, which provide, among other things, for the establishment of committees of the Board and the delegation of authority to such committees in accordance with the DGCL;
WHEREAS, the Board has approved, or prior to the closing of the IPO will approve, the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "2022 Equity Plan"), reserving an aggregate of 12,727,273 shares of Common Stock for issuance thereunder (representing approximately ten percent (10%) of the Company's post-IPO shares outstanding on a fully-exercised, fully-diluted basis of 127,272,727 shares), and the Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "2022 ESPP"), reserving an aggregate of 2,545,455 shares of Common Stock for issuance thereunder (representing approximately two percent (2%) of the Company's post-IPO shares outstanding), each of which is to become effective upon the closing of the IPO, and the administration of each such plan will fall within the scope of the Compensation Committee's duties and responsibilities;
WHEREAS, in connection with the Company's preparations for the IPO, the Company has engaged Clarendon Rowe Advisory Group LLC ("Clarendon Rowe"), an independent compensation consulting firm, to provide executive compensation benchmarking, equity incentive plan design, and related advisory services, and the Compensation Committee, upon its establishment, will have the authority to retain, oversee, direct, and terminate the engagement of Clarendon Rowe and any other independent compensation consultants, legal counsel, and advisors as it deems necessary or appropriate in the performance of its duties;
NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and valuable reasons, the Board hereby adopts the following resolutions:
I. ESTABLISHMENT OF THE COMPENSATION COMMITTEE
RESOLVED, that effective as of the closing of the Company's IPO (the "Effective Date"), a standing committee of the Board, to be known as the "Compensation Committee," is hereby established in accordance with Article III of the Company's Restated Bylaws, Section 141(c) of the DGCL, and the applicable rules and regulations of the NYSE and the SEC, and shall be vested with all powers and authority granted to it by these resolutions, the Compensation Committee Charter (as defined below), and applicable law.
RESOLVED, that the Compensation Committee shall operate pursuant to a written charter (the "Compensation Committee Charter"), a substantially final copy of which has been presented to the Board and is attached hereto as Exhibit A, and the Board hereby approves and adopts the Compensation Committee Charter in the form so presented, with such non-material changes as the General Counsel may approve, to be effective as of the Effective Date. The Compensation Committee Charter shall be posted on the Company's investor relations website promptly following the closing of the IPO, in accordance with NYSE listing requirements and applicable SEC guidance.
II. APPOINTMENT OF MEMBERS
RESOLVED, that the following directors are hereby appointed as members of the Compensation Committee, each such appointment to be effective as of the Effective Date:
RESOLVED, that Catherine Liang is hereby designated as the Chair of the Compensation Committee, effective as of the Effective Date, and shall preside at all meetings of the Compensation Committee, set the agenda for such meetings in consultation with other members of the Compensation Committee and management, and perform such other duties as are customary for the chair of a compensation committee or as may be prescribed by the Compensation Committee Charter.
RESOLVED, that the Board has made, and hereby confirms, the following determinations with respect to each member of the Compensation Committee:
(a) each member qualifies as an "independent director" under the general independence standards set forth in Section 303A.02 of the NYSE Manual;
(b) each member satisfies the enhanced independence requirements specifically applicable to compensation committee members under Section 303A.05 of the NYSE Manual, including the requirements of Rule 10C-1 promulgated under the Exchange Act;
(c) each member qualifies as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act; and
(d) no member has any relationship with the Company, its management, its affiliates, or any other person or entity that would interfere with the exercise of such member's independent judgment as a member of the Compensation Committee.
RESOLVED, that the members of the Compensation Committee shall serve in such capacity until their respective successors are duly appointed by the Board, or until their earlier death, resignation, disqualification, or removal by the Board, in each case in accordance with the Restated Bylaws and the Compensation Committee Charter. Nothing herein shall be construed to limit the authority of the Board to remove or replace any member of the Compensation Committee at any time, with or without cause, or to appoint additional members to the Compensation Committee, in each case subject to applicable NYSE rules and the Compensation Committee Charter.
III. SCOPE OF AUTHORITY AND RESPONSIBILITIES
RESOLVED, that the Compensation Committee shall have the authority, duties, and responsibilities set forth in the Compensation Committee Charter, as the same may be amended from time to time, including without limitation the following:
(a) Executive Compensation. Reviewing and approving, or in its discretion recommending to the full Board for approval, the compensation of the Company's Chief Executive Officer (currently Garrett Calloway) and each of the Company's other executive officers, including without limitation Elaine Briggs (President, Development), Marcus Yoon (Chief Financial Officer), Sandra Haverford (General Counsel & Corporate Secretary), Dale Renfroe (Chief Operating Officer), Priya Anand (Senior Vice President, Finance & Treasurer), Tomás Quintero (Senior Vice President, Project Development), and Rachel Whitmore (Chief People Officer), and any other individual designated as an "officer" of the Company within the meaning of Section 16 of the Exchange Act or Rule 3b-7 thereunder, or who is otherwise designated by the Board as an executive officer for purposes of the Company's compensation programs. Such review shall encompass all elements of compensation, including base salary, annual cash incentive compensation, long-term equity incentive compensation, perquisites, retirement benefits, and any other forms of compensation or benefits.
(b) Compensation Philosophy and Programs. Overseeing the Company's overall compensation philosophy, policies, and programs, and ensuring that such philosophy, policies, and programs are consistent with the Company's strategic objectives, promote the creation of long-term stockholder value, and are designed to attract, retain, and motivate talented executives and employees in a competitive marketplace.
(c) Equity Compensation Plan Administration. Administering the Company's equity compensation plans, including the 2022 Equity Plan and the 2022 ESPP, and any successor plans or additional equity compensation plans adopted by the Company from time to time, including (i) interpreting the terms and provisions of such plans, (ii) establishing rules and regulations for the administration of such plans, (iii) selecting participants, (iv) determining the types, sizes, and terms and conditions of awards, and (v) taking all other actions necessary or desirable for the proper administration of such plans, in each case subject to the terms and conditions of the applicable plan.
(d) Equity-Based Awards. Approving the grant of equity-based awards under the 2022 Equity Plan and any other equity compensation plan of the Company, including stock options (both incentive stock options and nonqualified stock options), restricted stock awards, restricted stock units ("RSUs"), performance stock units ("PSUs"), stock appreciation rights, and other equity-based or equity-linked awards, including determining the number of shares subject to each award, the exercise price (if applicable), the vesting schedule, performance goals (if applicable), and other terms and conditions of each award.
(e) Non-Employee Director Compensation. Reviewing and recommending to the full Board for approval the compensation arrangements for non-employee directors of the Company, including cash retainer fees, committee service fees, committee chair fees, equity-based awards, and other benefits or perquisites, and periodically benchmarking such compensation against the practices of comparable publicly traded companies.
(f) Compensation Disclosure. Overseeing the preparation of the Compensation Discussion and Analysis ("CD&A") and all other compensation-related disclosures required by the SEC for inclusion in the Company's annual proxy statement on Schedule 14A, annual report on Form 10-K, or registration statement, as applicable, and producing the Compensation Committee Report required by Item 407(e)(5) of Regulation S-K for inclusion in such filings.
(g) Compensation Consultants and Advisors. Retaining, overseeing, directing, and terminating the engagement of independent compensation consultants, independent legal counsel, and other advisors as the Compensation Committee determines necessary or appropriate in the performance of its duties, including the current engagement of Clarendon Rowe Advisory Group LLC (Patricia Voss, Senior Managing Director, serving as lead advisor), and approving the fees and other terms of engagement of any such consultant, counsel, or advisor.
(h) Independence of Advisors. Assessing the independence of any compensation consultant, legal counsel, or other advisor retained or to be retained by the Compensation Committee, taking into consideration the factors specified in Section 303A.05(c)(iv) of the NYSE Manual, Rule 10C-1(b)(4) under the Exchange Act, and any other factors the Compensation Committee deems relevant, prior to selecting or receiving advice from any such consultant, counsel, or advisor. Such assessment shall be conducted at the time of initial retention and on an annual basis thereafter.
(i) Compensation Risk Assessment. Reviewing and discussing with management the Company's compensation risk assessment, including an evaluation of whether the Company's compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company, and reporting the results of such assessment to the full Board.
(j) Employment and Severance Arrangements. Reviewing and approving (or recommending to the Board for approval) employment agreements, offer letters, severance arrangements, change-in-control agreements, retention agreements, and any other material compensatory arrangements for executive officers of the Company, including any material amendments or modifications thereto.
(k) Additional Duties. Performing such other duties and responsibilities as may be delegated to the Compensation Committee by the Board from time to time, or as may be required by applicable law, regulation, or stock exchange listing standard.
IV. DELEGATION AND ADMINISTRATIVE MATTERS
RESOLVED, that the Compensation Committee shall have the sole authority to retain and terminate the services of compensation consultants, independent legal counsel, and other advisors, and shall have the authority to approve the fees and other terms of retention for any such consultant, counsel, or advisor. The Company shall provide appropriate funding, as determined by the Compensation Committee, for the payment of (i) compensation to any compensation consultant, legal counsel, or other advisor retained by the Compensation Committee, and (ii) the ordinary administrative expenses of the Compensation Committee that are necessary or appropriate for carrying out its duties.
RESOLVED, that the Compensation Committee may, to the extent it deems necessary or appropriate and to the extent permitted by applicable law (including the DGCL), the Restated Charter, the Restated Bylaws, and the Compensation Committee Charter, delegate any of its authority and responsibilities to one or more subcommittees of the Compensation Committee, each of which shall consist of one or more members of the Compensation Committee, and may delegate specific matters to the Chair of the Compensation Committee. Any subcommittee so established shall operate in accordance with the applicable provisions of the Compensation Committee Charter and any additional rules or procedures established by the Compensation Committee. Notwithstanding the foregoing, the Compensation Committee shall not delegate any authority the exercise of which is required by applicable law, regulation, or NYSE listing standard to be performed by the full Compensation Committee.
RESOLVED, that the Compensation Committee may delegate authority to one or more officers of the Company (including, without limitation, the Chief Executive Officer, the Chief People Officer, or the General Counsel) to grant equity awards under the 2022 Equity Plan or any successor plan to employees of the Company and its subsidiaries who are not executive officers of the Company (as defined in Section 16 of the Exchange Act or Rule 3b-7 thereunder), subject to such parameters, guidelines, and limits as the Compensation Committee may establish from time to time, including limitations on (a) the aggregate number of shares subject to awards that may be granted pursuant to such delegation during any specified period, (b) the types of awards that may be granted, (c) the per-person grant limits, and (d) the vesting terms of such awards. Any such delegation shall be set forth in a written resolution of the Compensation Committee and shall comply with the terms of the applicable equity compensation plan and applicable law.
RESOLVED, that the Compensation Committee shall hold meetings at least four (4) times per calendar year, or more frequently as the Chair of the Compensation Committee determines necessary or advisable in light of the Company's compensation cycle, regulatory requirements, or other relevant considerations. The Compensation Committee may meet in person, by telephone conference, by videoconference, or by any other means of communication by which all persons participating in the meeting can hear each other, as permitted by the DGCL and the Restated Bylaws. A majority of the members of the Compensation Committee shall constitute a quorum for the transaction of business at any meeting of the Compensation Committee. The Compensation Committee may also act by unanimous written consent in lieu of a meeting, as permitted by the DGCL and the Restated Bylaws.
RESOLVED, that the Compensation Committee shall report regularly to the full Board regarding the Compensation Committee's activities, findings, conclusions, and recommendations, including reports on (i) compensation decisions made with respect to the Company's executive officers, (ii) the status of the Company's equity compensation plans, (iii) the Compensation Committee's assessment of compensation-related risks, and (iv) such other matters as the Board may request or the Compensation Committee deems appropriate.
RESOLVED, that the Compensation Committee shall, on an annual basis, review and reassess the adequacy and appropriateness of the Compensation Committee Charter and recommend any proposed changes to the Board for approval. Such annual review shall include consideration of developments in applicable law, regulation, NYSE listing standards, and best practices in corporate governance and compensation committee operations.
V. IPO EQUITY GRANTS — AUTHORIZATION OF INITIAL AWARDS
RESOLVED, that the Compensation Committee is hereby authorized, effective as of the Effective Date, to approve the initial grants of equity awards in connection with the IPO (the "IPO Equity Grants") to the Company's executive officers, as recommended by management and Clarendon Rowe Advisory Group LLC, in the following amounts (or in such adjusted amounts as the Compensation Committee may determine in its discretion, consistent with the recommendations of Clarendon Rowe and the terms of the 2022 Equity Plan):
(i) Garrett Calloway, Chief Executive Officer: 500,000 Restricted Stock Units (RSUs);
(ii) Elaine Briggs, President, Development: 400,000 Restricted Stock Units (RSUs);
(iii) Marcus Yoon, Chief Financial Officer: 300,000 Restricted Stock Units (RSUs);
(iv) Sandra Haverford, General Counsel & Corporate Secretary: 200,000 Restricted Stock Units (RSUs);
(v) Dale Renfroe, Chief Operating Officer: 200,000 Restricted Stock Units (RSUs);
(vi) Priya Anand, Senior Vice President, Finance & Treasurer: 150,000 Restricted Stock Units (RSUs);
(vii) Tomás Quintero, Senior Vice President, Project Development: 150,000 Restricted Stock Units (RSUs); and
(viii) Rachel Whitmore, Chief People Officer: 150,000 Restricted Stock Units (RSUs).
Each of the foregoing IPO Equity Grants shall be subject to a four-year ratable vesting schedule, with twenty-five percent (25%) of the RSUs vesting on each anniversary of the applicable vesting commencement date, subject to the executive officer's continued employment with the Company through each such vesting date, and subject to such additional terms and conditions (including any acceleration provisions) as shall be set forth in the applicable award agreement.
RESOLVED, that the Compensation Committee is hereby authorized and empowered to determine the final terms and conditions of the IPO Equity Grants, including without limitation (a) the specific grant dates (which may be the date of the closing of the IPO or such other date as the Compensation Committee may determine), (b) the vesting commencement dates, (c) any performance-based vesting conditions that the Compensation Committee may, in its discretion, elect to apply to all or a portion of any IPO Equity Grant, (d) the treatment of unvested RSUs upon a termination of employment (including termination without cause, resignation for good reason, death, disability, or retirement) or upon a change in control of the Company, (e) any restrictive covenant or clawback provisions, and (f) such other terms and conditions as the Compensation Committee deems appropriate, in each case in accordance with the terms of the 2022 Equity Plan. The Compensation Committee is further authorized to approve the forms of award agreements to be used in connection with the IPO Equity Grants.
VI. GENERAL AUTHORIZATIONS
RESOLVED, that each of the officers of the Company, including without limitation the Chief Executive Officer, the Chief Financial Officer, the General Counsel & Corporate Secretary, and the Chief People Officer, is hereby authorized and directed, in the name and on behalf of the Company, to take or cause to be taken any and all actions, and to execute and deliver or cause to be executed and delivered any and all agreements, instruments, documents, certificates, filings, and other writings (including, without limitation, amendments, supplements, waivers, consents, and acknowledgments), as any such officer may deem necessary, appropriate, or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions, the execution and delivery of any such agreement, instrument, document, certificate, filing, or other writing by such officer to be conclusive evidence of such officer's determination that such action was necessary, appropriate, or advisable and of such officer's approval of the terms thereof. The authority granted by this resolution shall include, without limitation, the authority to (a) file or cause to be filed any documents with the SEC, the NYSE, or any other governmental authority or regulatory body as may be required or advisable, (b) publish or cause to be published the Compensation Committee Charter on the Company's investor relations website, (c) execute and deliver award agreements and related documents in connection with the IPO Equity Grants, and (d) take any other action reasonably incidental to the foregoing.
RESOLVED, that any and all actions heretofore taken by any officer or director of the Company, in good faith and in the reasonable belief that such actions were authorized, in connection with the matters contemplated by the foregoing resolutions, including without limitation (a) the engagement of Clarendon Rowe Advisory Group LLC as the Company's independent compensation consultant, (b) the preparation and negotiation of the Compensation Committee Charter, (c) preliminary discussions regarding the terms and conditions of the IPO Equity Grants, (d) the preparation of compensation-related disclosures for inclusion in the Company's registration statement on Form S-1, and (e) any other preparatory or organizational actions taken in anticipation of the establishment of the Compensation Committee, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
RESOLVED, that these resolutions may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of these resolutions by facsimile, portable document format (.pdf), or other electronic transmission shall be equally effective as delivery of a manually executed counterpart.
CERTIFICATION
I, Sandra Haverford, General Counsel & Corporate Secretary of Calloway-Briggs Renewables Inc., a Delaware corporation, hereby certify that the foregoing resolutions were duly adopted by unanimous written consent of the Board of Directors of the Company, effective as of May 18, 2022, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.11 of the Company's Bylaws, and that such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.
I further certify that the following individuals constitute all of the members of the Board of Directors of the Company as of the date of adoption of the foregoing resolutions, and that each such director executed the written consent evidencing such director's approval of the foregoing resolutions:
1.  Garrett Calloway — Co-Founder, Chairman & Chief Executive Officer
2.  Elaine Briggs — Co-Founder & President, Development
3.  Hugh Pemberton — Director (Pinnacle Vista Capital Partners — Investor Designee)
4.  Diane Kovac — Director (Pinnacle Vista Capital Partners — Investor Designee)
5.  Warren Okoro — Independent Director
6.  Catherine Liang — Independent Director
7.  Richard Estavez — Independent Director
IN WITNESS WHEREOF, I have executed this certification as of the date set forth below.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Sandra Haverford
Title: General Counsel & Corporate Secretary
Date: ________
EXHIBIT REFERENCE
Exhibit A: Compensation Committee Charter of Calloway-Briggs Renewables Inc.
The Compensation Committee Charter, as approved and adopted by the Board of Directors pursuant to the resolutions set forth herein, is attached hereto as Exhibit A and incorporated herein by reference. The Compensation Committee Charter shall become effective as of the Effective Date (i.e., the closing of the Company's initial public offering) and shall govern the organization, authority, duties, and responsibilities of the Compensation Committee. A copy of the Compensation Committee Charter shall be posted on the Company's investor relations website promptly following the closing of the IPO in accordance with the rules of the NYSE and applicable SEC guidance.
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Member | Role | Independence Status
Catherine Liang | Chair | Independent Director (NYSE §§ 303A.02, 303A.05; Exchange Act Rule 10C-1; Rule 16b-3 Non-Employee Director)
Richard Estavez | Member | Independent Director (NYSE §§ 303A.02, 303A.05; Exchange Act Rule 10C-1; Rule 16b-3 Non-Employee Director)
Warren Okoro | Member | Independent Director (NYSE §§ 303A.02, 303A.05; Exchange Act Rule 10C-1; Rule 16b-3 Non-Employee Director)

RESOLUTIONS OF THE BOARD OF DIRECTORS

CALLOWAY-BRIGGS RENEWABLES INC.

RECITALS

I. ESTABLISHMENT OF THE COMPENSATION COMMITTEE

II. APPOINTMENT OF MEMBERS

III. SCOPE OF AUTHORITY AND RESPONSIBILITIES

IV. DELEGATION AND ADMINISTRATIVE MATTERS

VI. GENERAL AUTHORIZATIONS

CERTIFICATION

CALLOWAY-BRIGGS RENEWABLES INC.

EXHIBIT REFERENCE

Record

Parties

Dates

Amounts