1015-00001 · Graymont Brothers Inc · Corporate Governance

board-resolutions-equity-incentive-plan.docx DOCUMENT Capital Markets

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UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

CALLOWAY-BRIGGS RENEWABLES INC.

IN LIEU OF A SPECIAL MEETING

Approval and Adoption of the 2022 Omnibus Equity Incentive Plan

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 General Corporation Law of the State of Delaware (the "DGCL") and Article III, Section 3.9 of the Amended and Restated Bylaws of the Company, as currently in effect, hereby adopt the following resolutions and consent to the taking of the actions set forth herein without a meeting, without prior notice, and without a vote, such consent to be effective as of the date set forth on the signature pages hereto.

This Unanimous Written Consent shall have the same force and effect as if the actions described herein had been duly authorized at a special meeting of the Board duly called and held, at which all directors were present and voting.

RECITALS

A. Background of the Company and Proposed Initial Public Offering

WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746, and is engaged in the development, construction, ownership, and operation of utility-scale solar photovoltaic, onshore wind, and battery energy storage projects across the United States; and

WHEREAS, the Board has previously authorized the Company to pursue an initial public offering (the "IPO") of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), and has further authorized the listing of such shares on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI"; and

WHEREAS, in connection with the IPO, the Company has engaged Calderwood & Harkness LLP, with Jennifer Kwon serving as Responsible Partner and Leonard Cross serving as Specialist Partner, Tax, as issuer's counsel, and has engaged Hargrove Keating & Co. as lead-left book-running manager for the offering; and

WHEREAS, in connection with the IPO, the Company intends to prepare and file a registration statement on Form S-1 (together with all amendments and supplements thereto, the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and a draft registration statement on Form DRS-1 is expected to be confidentially submitted to the SEC on or about April 11, 2022; and

B. Need for an Equity Incentive Plan

WHEREAS, the Board recognizes that the ability of the Company to attract, retain, and motivate key employees, officers, non-employee directors, and consultants of outstanding ability is essential to the long-term growth, profitability, and success of the Company and to the creation of sustained value for the Company's stockholders; and

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to adopt a new, comprehensive equity incentive plan to become effective in connection with the closing of the IPO, which plan will replace and supersede any and all prior equity compensation arrangements of the Company, including, without limitation, the Company's 2016 Restricted Unit Plan and the 2019 Management Incentive Unit Program, each of which shall be frozen and no further awards shall be made thereunder upon the effectiveness of the new plan; and

WHEREAS, the Compensation Committee of the Board (the "Compensation Committee"), consisting of Catherine Liang (Chair), Richard Estavez, and Warren Okoro, each of whom is an independent director within the meaning of the NYSE Listed Company Manual and a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), has conducted a thorough review of, and has recommended to the full Board the adoption of, the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Plan"); and

WHEREAS, in connection with its review and recommendation, the Compensation Committee and the Board have received and carefully considered the analysis, recommendations, and written report of Clarendon Rowe Advisory Group LLC, the Company's independent compensation consultant (through its Senior Managing Director, Patricia Voss), regarding the design, structure, and share reserve of the Plan, including detailed benchmarking analyses comparing the Plan's terms and share reserve against equity incentive plans adopted by a peer group of publicly traded companies in the renewable energy, independent power producer, and clean technology sectors, including companies of comparable revenue, enterprise value, and workforce size; and

WHEREAS, the Board has further consulted with Calderwood & Harkness LLP (Jennifer Kwon, Responsible Partner; Leonard Cross, Specialist Partner, Tax) and with Kessler McBride & Associates LLP regarding the federal, state, and local tax implications of the Plan, including, without limitation, compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), the treatment of incentive stock options under Section 422 of the Code, the deductibility of compensation under Section 162(m) of the Code, and the application of Section 280G of the Code in connection with potential change-in-control transactions; and

C. Plan Terms

WHEREAS, the Plan, as presented to the Board and attached hereto as Exhibit A, provides for the grant of the following types of equity-based and cash-based awards to eligible participants, including employees, officers, non-employee directors, and consultants of the Company and its subsidiaries:

(i) incentive stock options ("ISOs"), within the meaning of Section 422 of the Code;

(ii) nonqualified stock options ("NQSOs");

(iii) restricted stock awards;

(iv) restricted stock units ("RSUs");

(v) performance stock units ("PSUs"), with vesting contingent upon the achievement of specified performance goals;

(vi) stock appreciation rights ("SARs");

(vii) dividend equivalent rights; and

(viii) other equity-based or cash-based awards,

in each case as more fully described in, and subject to the terms, conditions, and limitations set forth in, the Plan document; and

WHEREAS, the Plan provides for an aggregate share reserve of 12,727,273 shares of Common Stock, representing approximately ten percent (10%) of the projected post-IPO shares of Common Stock outstanding on a fully-exercised basis, calculated based on 127,272,727 shares of Common Stock outstanding assuming the full exercise of the underwriters' overallotment option at an assumed midpoint offering price of $22.00 per share, which share reserve has been determined by the Board, upon the recommendation of the Compensation Committee and based on the analysis of Clarendon Rowe Advisory Group LLC, to be appropriate and reasonable in light of the Company's anticipated equity compensation needs for a period of approximately three to four years following the IPO; and

WHEREAS, the Plan includes an automatic annual share increase provision (the "Evergreen Provision"), as set forth in Section 4.2 of the Plan, pursuant to which the share reserve shall be automatically increased on January 1 of each calendar year during the term of the Plan, commencing on January 1, 2023, by a number of shares equal to the lesser of (a) five percent (5%) of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding calendar year and (b) such lesser number of shares as may be determined by the Board prior to January 1 of such calendar year, subject in all cases to the maximum aggregate share limit set forth in the Plan; and

WHEREAS, the Plan will be administered by the Compensation Committee, or such other committee of the Board as the Board may from time to time designate, in accordance with the terms of the Plan, applicable provisions of the DGCL, the rules and regulations of the SEC, and the listing standards of the NYSE; and

D. Stockholder Approval Requirement

WHEREAS, the Board has determined that, pursuant to (a) the applicable provisions of the DGCL, (b) Section 303A.08 of the NYSE Listed Company Manual, which requires stockholder approval of equity compensation plans, (c) Section 422 of the Code, which requires stockholder approval for ISOs, and (d) such other applicable laws and regulations as may be relevant, the adoption of the Plan requires the approval of the Company's stockholders; and

WHEREAS, the Board intends to recommend that the stockholders of the Company approve and adopt the Plan by written consent in lieu of a meeting, and Pinnacle Vista Capital Partners III, LP (holding approximately sixty-two percent (62%) of the pre-IPO fully diluted shares of Common Stock) and the Company's co-founders, Garrett Calloway and Elaine Briggs (holding, in the aggregate, approximately twenty-four percent (24%) of the pre-IPO fully diluted shares of Common Stock), have each indicated their willingness to execute such written consent, representing, in the aggregate, more than ninety percent (90%) of the outstanding voting power of the Company as of the date hereof, which is sufficient to constitute the requisite stockholder approval under the DGCL and the Company's Amended and Restated Certificate of Incorporation.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, as follows:

Resolution 1: Approval and Adoption of the Plan

RESOLVED, that the Board hereby approves and adopts the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan, substantially in the form attached hereto as Exhibit A and incorporated herein by reference (the "Plan"), subject in all respects to the approval of the Company's stockholders as contemplated herein and as required by applicable law, the rules and regulations of the SEC, and the listing standards of the NYSE.

RESOLVED FURTHER, that the Plan shall become effective upon, and contingent upon, the closing of the IPO (the date of such closing, the "Effective Date"), and that no awards shall be granted under the Plan, and no shares of Common Stock shall be issued or delivered pursuant to the Plan, prior to the Effective Date. In the event that the IPO is not consummated for any reason, the Plan shall be of no force or effect and shall be deemed to have been abandoned without any further action by the Board or the stockholders.

Resolution 2: Share Reserve Authorization

RESOLVED FURTHER, that the Board hereby authorizes the reservation of 12,727,273 shares of Common Stock, par value $0.01 per share, for issuance pursuant to awards granted under the Plan, such number of shares representing approximately ten percent (10%) of the anticipated post-IPO shares of Common Stock outstanding on a fully-exercised basis (based on 127,272,727 shares of Common Stock outstanding assuming full exercise of the underwriters' overallotment option at an assumed midpoint offering price of $22.00 per share). The Board has determined, based upon the recommendation of the Compensation Committee and the analysis of Clarendon Rowe Advisory Group LLC, that this share reserve is appropriate and in the best interests of the Company and its stockholders.

RESOLVED FURTHER, that the shares of Common Stock reserved for issuance under the Plan may consist, in whole or in part, of authorized and unissued shares of Common Stock, shares of Common Stock held in treasury, or shares of Common Stock purchased on the open market or otherwise, or any combination of the foregoing, and that shares of Common Stock subject to awards that are forfeited, canceled, expired, or otherwise terminated without the delivery of shares to the participant, as well as shares withheld by or surrendered to the Company in satisfaction of tax withholding obligations or in payment of the exercise price of stock options, and shares subject to awards that are settled in cash rather than in shares, shall, to the extent provided in the Plan, again become available for issuance under the Plan in accordance with the terms and conditions thereof.

Resolution 3: Evergreen Provision

RESOLVED FURTHER, that the Board hereby approves the inclusion in the Plan of the automatic annual share increase provision (the "Evergreen Provision"), as described in Section 4.2 of the Plan, pursuant to which the share reserve shall be automatically increased on January 1 of each calendar year during the term of the Plan, commencing on January 1, 2023, by a number of shares of Common Stock equal to the lesser of (a) five percent (5%) of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding calendar year and (b) such lesser number of shares as the Board may determine prior to January 1 of such calendar year, subject in all cases to the maximum aggregate share limit set forth in the Plan. The Board has determined, based upon the recommendation of the Compensation Committee and the analysis of Clarendon Rowe Advisory Group LLC, that the inclusion of the Evergreen Provision is customary for companies of the Company's size and stage and is necessary to ensure that the Company has a sufficient pool of equity-based awards available to attract, retain, and motivate key talent over the term of the Plan.

Resolution 4: Form of Award Agreements

RESOLVED FURTHER, that the Board hereby approves the forms of award agreements to be used in connection with awards granted under the Plan, including the following:

(a) the Form of Stock Option Agreement (Incentive Stock Option), substantially in the form attached hereto as Exhibit B-1;

(b) the Form of Stock Option Agreement (Nonqualified Stock Option), substantially in the form attached hereto as Exhibit B-2;

(d) such other forms of award agreements as may be developed and approved by the Compensation Committee or the appropriate officers of the Company from time to time in connection with grants of restricted stock awards, performance stock units, stock appreciation rights, dividend equivalent rights, and other equity-based or cash-based awards under the Plan,

each in substantially the forms reviewed by the Board at its meeting of the Compensation Committee on March 14, 2022, and to be finalized by the appropriate officers of the Company, including Sandra Haverford, General Counsel & Corporate Secretary, in consultation with Calderwood & Harkness LLP.

RESOLVED FURTHER, that the standard vesting schedule for RSU awards granted under the Plan shall be four-year ratable vesting, with twenty-five percent (25%) of the RSUs subject to each award vesting on each of the first four anniversaries of the applicable vesting commencement date, subject to the participant's continued service with the Company through each such vesting date, as recommended by the Compensation Committee based upon the analysis and benchmarking data provided by Clarendon Rowe Advisory Group LLC and consistent with prevailing market practices among the Company's peer group.

Resolution 5: IPO Equity Grants

RESOLVED FURTHER, that the Board hereby authorizes the Compensation Committee to approve and grant equity awards under the Plan in connection with the IPO to the Company's named executive officers and other key employees, in such amounts and on such terms as the Compensation Committee shall determine, and the Board hereby approves the following initial grants of RSUs to the Company's named executive officers, each such grant to be effective upon and contingent upon the closing of the IPO:

RESOLVED FURTHER, that the RSU grants to the named executive officers set forth above shall vest in four (4) equal annual installments, with twenty-five percent (25%) of the RSUs subject to each award vesting on each of the first four anniversaries of the IPO closing date, subject in each case to the participant's continued employment with or service to the Company through each applicable vesting date, and subject to such other terms and conditions as are set forth in the applicable Form of Restricted Stock Unit Agreement and as the Compensation Committee may determine to be appropriate, including, without limitation, provisions relating to accelerated vesting upon a change in control of the Company or upon certain qualifying terminations of employment.

RESOLVED FURTHER, that the Compensation Committee is further authorized to approve and grant additional equity awards under the Plan to other employees, non-employee directors, and consultants of the Company and its subsidiaries in connection with the IPO, in such amounts and on such terms as the Compensation Committee shall determine in its sole discretion and in accordance with the terms of the Plan.

Resolution 6: Section 409A and Tax Compliance

RESOLVED FURTHER, that the Plan and all awards granted thereunder are intended to comply with, or be exempt from, Section 409A of the Code and the Treasury Regulations promulgated thereunder, and the Plan shall be interpreted, construed, and administered in a manner consistent with such intent. Notwithstanding any provision of the Plan to the contrary, in the event that the Board or the Compensation Committee determines that any award granted under the Plan may be subject to Section 409A of the Code, the Board or the Compensation Committee may adopt such amendments to the Plan and the applicable award agreement, or adopt such other policies and procedures (including amendments, policies, and procedures with retroactive effect), or take any other actions, that the Board or the Compensation Committee determines are necessary or appropriate to (a) exempt the award from Section 409A of the Code, or (b) comply with the requirements of Section 409A of the Code.

RESOLVED FURTHER, that the exercise price of any stock option (whether an ISO or an NQSO) and the base price of any stock appreciation right granted under the Plan shall not be less than one hundred percent (100%) of the fair market value of a share of Common Stock on the date of grant, as determined in accordance with the Plan and consistent with the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, and, in the case of ISOs, consistent with Section 422 of the Code. Prior to the date on which the Common Stock is listed for trading on the NYSE, fair market value shall be determined in accordance with a reasonable valuation methodology consistent with Section 409A of the Code, and following such listing, fair market value shall be determined by reference to the closing sale price of the Common Stock on the NYSE on the applicable date (or, if no shares were traded on such date, on the next preceding date on which shares were traded).

RESOLVED FURTHER, that the Board acknowledges and notes that Leonard Cross, Specialist Partner, Tax, of Calderwood & Harkness LLP, has conducted a review of the Company's common stock valuation history, including the Company's Section 409A valuations as of each grant date of equity awards under the Company's prior equity compensation plans, and has provided his analysis regarding the "cheap stock" implications, if any, of such prior grants in connection with the IPO. The Board has considered such analysis in connection with its approval of the Plan and the IPO equity grants contemplated hereby.

Resolution 7: Recommendation of Stockholder Approval

RESOLVED FURTHER, that the Board hereby unanimously recommends to the stockholders of the Company the approval and adoption of the Plan, and the appropriate officers of the Company, including Garrett Calloway, Chairman & Chief Executive Officer, Marcus Yoon, Chief Financial Officer, and Sandra Haverford, General Counsel & Corporate Secretary, are hereby authorized and directed to seek such stockholder approval by written consent in lieu of a meeting of stockholders, or, at the discretion of such officers, at a meeting of stockholders duly called for such purpose, in each case in accordance with the DGCL and the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.

RESOLVED FURTHER, that the Plan and the material terms thereof shall be described in the Registration Statement and the prospectus included therein, including in the "Executive Compensation" section and in such other sections as may be required by applicable rules and regulations of the SEC, and the appropriate officers of the Company are hereby authorized and directed to make all disclosures regarding the Plan, the awards to be granted thereunder, and the share reserve as required by applicable federal and state securities laws, the rules and regulations of the SEC (including, without limitation, Regulation S-K), and the listing standards of the NYSE.

Resolution 8: Registration on Form S-8

RESOLVED FURTHER, that the appropriate officers of the Company, including Marcus Yoon, Chief Financial Officer, and Sandra Haverford, General Counsel & Corporate Secretary, are hereby authorized and directed, at such time following the effectiveness of the Registration Statement and the closing of the IPO as such officers shall determine to be appropriate, to prepare, execute, and file with the SEC a registration statement on Form S-8 (or any successor or other applicable form) under the Securities Act to register the shares of Common Stock issuable under the Plan for resale under the Securities Act, and to prepare, execute, and file any and all amendments and supplements thereto, and to take all other actions necessary or advisable to effect such registration, including the preparation and filing of any prospectuses, prospectus supplements, or other documents required in connection therewith.

Resolution 9: Plan Administration

RESOLVED FURTHER, that the Compensation Committee of the Board is hereby designated as the administrator of the Plan (the "Plan Administrator") and shall have full and exclusive authority, subject to the terms and conditions of the Plan and applicable law, to:

(a) interpret and construe the provisions of the Plan and any award agreements entered into thereunder;

(b) establish, amend, suspend, and rescind rules and regulations for the administration of the Plan;

(d) determine the types, terms, and conditions of awards to be granted under the Plan, including the number of shares subject to each award, the exercise price or base price, the vesting schedule, and the performance criteria applicable to performance-based awards;

(e) determine whether, to what extent, and under what circumstances awards may be settled, canceled, forfeited, exchanged, or surrendered;

(f) determine whether, to what extent, and under what circumstances cash, shares of Common Stock, and other property and amounts payable with respect to an award shall be deferred either automatically or at the election of the participant;

(g) correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any award agreement;

(h) determine the fair market value of shares of Common Stock for purposes of the Plan; and

(i) take all other actions and make all other determinations necessary or advisable for the administration of the Plan and the effectuation of its purposes.

The Board hereby confirms that each member of the Compensation Committee — Catherine Liang (Chair), Richard Estavez, and Warren Okoro — qualifies as a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act and as an "independent director" within the meaning of Section 303A.02 of the NYSE Listed Company Manual, and that the composition of the Compensation Committee satisfies all applicable requirements for the administration of the Plan.

Resolution 10: Disclosure in Registration Statement

RESOLVED FURTHER, that the description of the Plan to be included in the Registration Statement, the prospectus included therein, and any amendments or supplements thereto is hereby approved in all respects, and the appropriate officers of the Company, including Marcus Yoon, Chief Financial Officer, and Sandra Haverford, General Counsel & Corporate Secretary, are hereby authorized and directed to finalize such disclosure in consultation with Calderwood & Harkness LLP (as issuer's counsel) and Ashford & Pemberton LLP (as underwriters' counsel), and to make such changes, revisions, and additions to such disclosure as such officers, in consultation with such counsel, may deem necessary, appropriate, or advisable to comply with applicable federal and state securities laws, the rules and regulations of the SEC, and the listing standards of the NYSE.

RESOLVED FURTHER, that the Board acknowledges that the Plan will be summarized in the "Executive Compensation — 2022 Omnibus Equity Incentive Plan" subsection of the Registration Statement and that the complete text of the Plan will be filed as an exhibit to the Registration Statement and listed in the Exhibits index set forth in Part II thereof, all in accordance with applicable rules and regulations of the SEC.

Resolution 11: General Authorization

RESOLVED FURTHER, that each of the officers of the Company, including, without limitation, Garrett Calloway, Co-Founder, Chairman & Chief Executive Officer, Marcus Yoon, Chief Financial Officer, and Sandra Haverford, General Counsel & Corporate Secretary, acting individually or together, is hereby authorized and directed, for and on behalf of the Company, to execute and deliver any and all documents, instruments, certificates, agreements, and filings, to pay or cause to be paid any and all fees, expenses, and taxes, and to take any and all further actions, as such officer or officers may deem necessary, appropriate, or advisable to carry out the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated hereby, including, without limitation:

(a) the execution and delivery of the Plan document and all award agreements and related documents;

(b) the reservation and issuance of shares of Common Stock under the Plan;

(d) the preparation, execution, and delivery of any stockholder consent or other documents required to obtain stockholder approval of the Plan;

(e) the engagement of transfer agents, administrators, or other service providers as may be necessary or advisable in connection with the administration of the Plan;

(f) the making of all filings, notices, and applications with, and the obtaining of all permits, consents, authorizations, and approvals from, any federal, state, or local governmental authority or self-regulatory organization as may be required in connection with the foregoing; and

(g) the taking of such other actions and the execution and delivery of such other documents as may be necessary or advisable in connection with any of the foregoing,

the execution and delivery of any such documents or the taking of any such actions by such officer or officers to be conclusive evidence of such officer's or officers' approval thereof and the Board's authorization therefor.

RESOLVED FURTHER, that any and all actions heretofore taken by any officer or director of the Company, in the name and on behalf of the Company, in connection with the matters contemplated by the foregoing resolutions, including, without limitation, any actions taken in connection with the preparation and review of the Plan, the engagement of Clarendon Rowe Advisory Group LLC, Calderwood & Harkness LLP, and Kessler McBride & Associates LLP, and the preparation of the Registration Statement, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

EXHIBITS

The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A: Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (full plan document)

Exhibit B-1: Form of Stock Option Agreement (Incentive Stock Option)

Exhibit B-2: Form of Stock Option Agreement (Nonqualified Stock Option)

Exhibit C: Form of Restricted Stock Unit Agreement

Each of the foregoing exhibits has been reviewed by the Board and is maintained separately with the corporate records of the Company.

EXECUTION

This Unanimous Written Consent may be executed in one or more counterparts, including by facsimile or portable document format (.pdf) transmission, 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 this Unanimous Written Consent by facsimile or electronic transmission shall be equally effective as delivery of an original executed counterpart.

This Unanimous Written Consent shall be effective as of the date set forth below and shall be filed with the minutes of the proceedings of the Board of Directors of the Company and maintained with the corporate records of the Company.

[Remainder of this page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the undersigned directors of Calloway-Briggs Renewables Inc. have executed this Unanimous Written Consent as of the dates set forth below.

________________________________________

Name: Garrett Calloway

Title: Co-Founder, Chairman & Chief Executive Officer

(Non-Independent, Management Director)

Date: ________

________________________________________

Name: Elaine Briggs

Title: Co-Founder & President, Development

(Non-Independent, Management Director)

Date: ________

________________________________________

Name: Hugh Pemberton

Title: Director (Pinnacle Vista Capital Partners — Investor Designee)

(Non-Independent Director)

Date: ________

________________________________________

Name: Diane Kovac

Title: Director (Pinnacle Vista Capital Partners — Investor Designee)

(Non-Independent Director)

Date: ________

________________________________________

Name: Warren Okoro

Title: Independent Director

Member, Compensation Committee

Date: ________

________________________________________

Name: Catherine Liang

Title: Independent Director

Chair, Compensation Committee

Date: ________

________________________________________

Name: Richard Estavez

Title: Independent Director

Member, Compensation Committee

Date: ________

SECRETARY'S CERTIFICATION

I, Sandra Haverford, the duly appointed General Counsel and Corporate Secretary of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), do hereby certify as follows:

1. The foregoing is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of the Company, dated as of the date set forth on the signature pages thereto, approving and adopting the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Consent").

2. The Consent has been duly executed by all seven (7) members of the Board of Directors of the Company, constituting all of the directors of the Company as of the date hereof, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and Article III, Section 3.9 of the Amended and Restated Bylaws of the Company.

3. The Consent, together with all exhibits thereto, has been filed with the minutes of the proceedings of the Board of Directors and is maintained with the corporate records of the Company at its principal executive offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746.

4. The Consent has not been amended, modified, rescinded, or revoked, and remains in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date set forth below.

________________________________________

Name: Sandra Haverford

Title: General Counsel & Corporate Secretary

Calloway-Briggs Renewables Inc.

Date: ________

[CORPORATE SEAL]

Name	Title	Number of RSUs
Garrett Calloway	Co-Founder, Chairman & Chief Executive Officer	500,000
Elaine Briggs	Co-Founder & President, Development	400,000
Marcus Yoon	Chief Financial Officer	300,000
Dale Renfroe	Chief Operating Officer	200,000
Priya Anand	Senior Vice President, Finance & Treasurer	175,000
Tomás Quintero	Senior Vice President, Project Development	175,000
Rachel Whitmore	Chief People Officer	150,000

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
CALLOWAY-BRIGGS RENEWABLES INC.
IN LIEU OF A SPECIAL MEETING
Approval and Adoption of the 2022 Omnibus Equity Incentive Plan
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 General Corporation Law of the State of Delaware (the "DGCL") and Article III, Section 3.9 of the Amended and Restated Bylaws of the Company, as currently in effect, hereby adopt the following resolutions and consent to the taking of the actions set forth herein without a meeting, without prior notice, and without a vote, such consent to be effective as of the date set forth on the signature pages hereto.
This Unanimous Written Consent shall have the same force and effect as if the actions described herein had been duly authorized at a special meeting of the Board duly called and held, at which all directors were present and voting.
RECITALS
A. Background of the Company and Proposed Initial Public Offering
WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746, and is engaged in the development, construction, ownership, and operation of utility-scale solar photovoltaic, onshore wind, and battery energy storage projects across the United States; and
WHEREAS, the Board has previously authorized the Company to pursue an initial public offering (the "IPO") of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), and has further authorized the listing of such shares on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI"; and
WHEREAS, in connection with the IPO, the Company has engaged Calderwood & Harkness LLP, with Jennifer Kwon serving as Responsible Partner and Leonard Cross serving as Specialist Partner, Tax, as issuer's counsel, and has engaged Hargrove Keating & Co. as lead-left book-running manager for the offering; and
WHEREAS, in connection with the IPO, the Company intends to prepare and file a registration statement on Form S-1 (together with all amendments and supplements thereto, the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and a draft registration statement on Form DRS-1 is expected to be confidentially submitted to the SEC on or about April 11, 2022; and
B. Need for an Equity Incentive Plan
WHEREAS, the Board recognizes that the ability of the Company to attract, retain, and motivate key employees, officers, non-employee directors, and consultants of outstanding ability is essential to the long-term growth, profitability, and success of the Company and to the creation of sustained value for the Company's stockholders; and
WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to adopt a new, comprehensive equity incentive plan to become effective in connection with the closing of the IPO, which plan will replace and supersede any and all prior equity compensation arrangements of the Company, including, without limitation, the Company's 2016 Restricted Unit Plan and the 2019 Management Incentive Unit Program, each of which shall be frozen and no further awards shall be made thereunder upon the effectiveness of the new plan; and
WHEREAS, the Compensation Committee of the Board (the "Compensation Committee"), consisting of Catherine Liang (Chair), Richard Estavez, and Warren Okoro, each of whom is an independent director within the meaning of the NYSE Listed Company Manual and a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), has conducted a thorough review of, and has recommended to the full Board the adoption of, the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Plan"); and
WHEREAS, in connection with its review and recommendation, the Compensation Committee and the Board have received and carefully considered the analysis, recommendations, and written report of Clarendon Rowe Advisory Group LLC, the Company's independent compensation consultant (through its Senior Managing Director, Patricia Voss), regarding the design, structure, and share reserve of the Plan, including detailed benchmarking analyses comparing the Plan's terms and share reserve against equity incentive plans adopted by a peer group of publicly traded companies in the renewable energy, independent power producer, and clean technology sectors, including companies of comparable revenue, enterprise value, and workforce size; and
WHEREAS, the Board has further consulted with Calderwood & Harkness LLP (Jennifer Kwon, Responsible Partner; Leonard Cross, Specialist Partner, Tax) and with Kessler McBride & Associates LLP regarding the federal, state, and local tax implications of the Plan, including, without limitation, compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), the treatment of incentive stock options under Section 422 of the Code, the deductibility of compensation under Section 162(m) of the Code, and the application of Section 280G of the Code in connection with potential change-in-control transactions; and
C. Plan Terms
WHEREAS, the Plan, as presented to the Board and attached hereto as Exhibit A, provides for the grant of the following types of equity-based and cash-based awards to eligible participants, including employees, officers, non-employee directors, and consultants of the Company and its subsidiaries:
(i) incentive stock options ("ISOs"), within the meaning of Section 422 of the Code;
(ii) nonqualified stock options ("NQSOs");
(iii) restricted stock awards;
(iv) restricted stock units ("RSUs");
(v) performance stock units ("PSUs"), with vesting contingent upon the achievement of specified performance goals;
(vi) stock appreciation rights ("SARs");
(vii) dividend equivalent rights; and
(viii) other equity-based or cash-based awards,
in each case as more fully described in, and subject to the terms, conditions, and limitations set forth in, the Plan document; and
WHEREAS, the Plan provides for an aggregate share reserve of 12,727,273 shares of Common Stock, representing approximately ten percent (10%) of the projected post-IPO shares of Common Stock outstanding on a fully-exercised basis, calculated based on 127,272,727 shares of Common Stock outstanding assuming the full exercise of the underwriters' overallotment option at an assumed midpoint offering price of $22.00 per share, which share reserve has been determined by the Board, upon the recommendation of the Compensation Committee and based on the analysis of Clarendon Rowe Advisory Group LLC, to be appropriate and reasonable in light of the Company's anticipated equity compensation needs for a period of approximately three to four years following the IPO; and
WHEREAS, the Plan includes an automatic annual share increase provision (the "Evergreen Provision"), as set forth in Section 4.2 of the Plan, pursuant to which the share reserve shall be automatically increased on January 1 of each calendar year during the term of the Plan, commencing on January 1, 2023, by a number of shares equal to the lesser of (a) five percent (5%) of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding calendar year and (b) such lesser number of shares as may be determined by the Board prior to January 1 of such calendar year, subject in all cases to the maximum aggregate share limit set forth in the Plan; and
WHEREAS, the Plan will be administered by the Compensation Committee, or such other committee of the Board as the Board may from time to time designate, in accordance with the terms of the Plan, applicable provisions of the DGCL, the rules and regulations of the SEC, and the listing standards of the NYSE; and
D. Stockholder Approval Requirement
WHEREAS, the Board has determined that, pursuant to (a) the applicable provisions of the DGCL, (b) Section 303A.08 of the NYSE Listed Company Manual, which requires stockholder approval of equity compensation plans, (c) Section 422 of the Code, which requires stockholder approval for ISOs, and (d) such other applicable laws and regulations as may be relevant, the adoption of the Plan requires the approval of the Company's stockholders; and
WHEREAS, the Board intends to recommend that the stockholders of the Company approve and adopt the Plan by written consent in lieu of a meeting, and Pinnacle Vista Capital Partners III, LP (holding approximately sixty-two percent (62%) of the pre-IPO fully diluted shares of Common Stock) and the Company's co-founders, Garrett Calloway and Elaine Briggs (holding, in the aggregate, approximately twenty-four percent (24%) of the pre-IPO fully diluted shares of Common Stock), have each indicated their willingness to execute such written consent, representing, in the aggregate, more than ninety percent (90%) of the outstanding voting power of the Company as of the date hereof, which is sufficient to constitute the requisite stockholder approval under the DGCL and the Company's Amended and Restated Certificate of Incorporation.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, as follows:
Resolution 1: Approval and Adoption of the Plan
RESOLVED, that the Board hereby approves and adopts the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan, substantially in the form attached hereto as Exhibit A and incorporated herein by reference (the "Plan"), subject in all respects to the approval of the Company's stockholders as contemplated herein and as required by applicable law, the rules and regulations of the SEC, and the listing standards of the NYSE.
RESOLVED FURTHER, that the Plan shall become effective upon, and contingent upon, the closing of the IPO (the date of such closing, the "Effective Date"), and that no awards shall be granted under the Plan, and no shares of Common Stock shall be issued or delivered pursuant to the Plan, prior to the Effective Date. In the event that the IPO is not consummated for any reason, the Plan shall be of no force or effect and shall be deemed to have been abandoned without any further action by the Board or the stockholders.
Resolution 2: Share Reserve Authorization
RESOLVED FURTHER, that the Board hereby authorizes the reservation of 12,727,273 shares of Common Stock, par value $0.01 per share, for issuance pursuant to awards granted under the Plan, such number of shares representing approximately ten percent (10%) of the anticipated post-IPO shares of Common Stock outstanding on a fully-exercised basis (based on 127,272,727 shares of Common Stock outstanding assuming full exercise of the underwriters' overallotment option at an assumed midpoint offering price of $22.00 per share). The Board has determined, based upon the recommendation of the Compensation Committee and the analysis of Clarendon Rowe Advisory Group LLC, that this share reserve is appropriate and in the best interests of the Company and its stockholders.
RESOLVED FURTHER, that the shares of Common Stock reserved for issuance under the Plan may consist, in whole or in part, of authorized and unissued shares of Common Stock, shares of Common Stock held in treasury, or shares of Common Stock purchased on the open market or otherwise, or any combination of the foregoing, and that shares of Common Stock subject to awards that are forfeited, canceled, expired, or otherwise terminated without the delivery of shares to the participant, as well as shares withheld by or surrendered to the Company in satisfaction of tax withholding obligations or in payment of the exercise price of stock options, and shares subject to awards that are settled in cash rather than in shares, shall, to the extent provided in the Plan, again become available for issuance under the Plan in accordance with the terms and conditions thereof.
Resolution 3: Evergreen Provision
RESOLVED FURTHER, that the Board hereby approves the inclusion in the Plan of the automatic annual share increase provision (the "Evergreen Provision"), as described in Section 4.2 of the Plan, pursuant to which the share reserve shall be automatically increased on January 1 of each calendar year during the term of the Plan, commencing on January 1, 2023, by a number of shares of Common Stock equal to the lesser of (a) five percent (5%) of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding calendar year and (b) such lesser number of shares as the Board may determine prior to January 1 of such calendar year, subject in all cases to the maximum aggregate share limit set forth in the Plan. The Board has determined, based upon the recommendation of the Compensation Committee and the analysis of Clarendon Rowe Advisory Group LLC, that the inclusion of the Evergreen Provision is customary for companies of the Company's size and stage and is necessary to ensure that the Company has a sufficient pool of equity-based awards available to attract, retain, and motivate key talent over the term of the Plan.
Resolution 4: Form of Award Agreements
RESOLVED FURTHER, that the Board hereby approves the forms of award agreements to be used in connection with awards granted under the Plan, including the following:
(a) the Form of Stock Option Agreement (Incentive Stock Option), substantially in the form attached hereto as Exhibit B-1;
(b) the Form of Stock Option Agreement (Nonqualified Stock Option), substantially in the form attached hereto as Exhibit B-2;
(c) the Form of Restricted Stock Unit Agreement, substantially in the form attached hereto as Exhibit C; and
(d) such other forms of award agreements as may be developed and approved by the Compensation Committee or the appropriate officers of the Company from time to time in connection with grants of restricted stock awards, performance stock units, stock appreciation rights, dividend equivalent rights, and other equity-based or cash-based awards under the Plan,
each in substantially the forms reviewed by the Board at its meeting of the Compensation Committee on March 14, 2022, and to be finalized by the appropriate officers of the Company, including Sandra Haverford, General Counsel & Corporate Secretary, in consultation with Calderwood & Harkness LLP.
RESOLVED FURTHER, that the standard vesting schedule for RSU awards granted under the Plan shall be four-year ratable vesting, with twenty-five percent (25%) of the RSUs subject to each award vesting on each of the first four anniversaries of the applicable vesting commencement date, subject to the participant's continued service with the Company through each such vesting date, as recommended by the Compensation Committee based upon the analysis and benchmarking data provided by Clarendon Rowe Advisory Group LLC and consistent with prevailing market practices among the Company's peer group.
Resolution 5: IPO Equity Grants
RESOLVED FURTHER, that the Board hereby authorizes the Compensation Committee to approve and grant equity awards under the Plan in connection with the IPO to the Company's named executive officers and other key employees, in such amounts and on such terms as the Compensation Committee shall determine, and the Board hereby approves the following initial grants of RSUs to the Company's named executive officers, each such grant to be effective upon and contingent upon the closing of the IPO:
RESOLVED FURTHER, that the RSU grants to the named executive officers set forth above shall vest in four (4) equal annual installments, with twenty-five percent (25%) of the RSUs subject to each award vesting on each of the first four anniversaries of the IPO closing date, subject in each case to the participant's continued employment with or service to the Company through each applicable vesting date, and subject to such other terms and conditions as are set forth in the applicable Form of Restricted Stock Unit Agreement and as the Compensation Committee may determine to be appropriate, including, without limitation, provisions relating to accelerated vesting upon a change in control of the Company or upon certain qualifying terminations of employment.
RESOLVED FURTHER, that the Compensation Committee is further authorized to approve and grant additional equity awards under the Plan to other employees, non-employee directors, and consultants of the Company and its subsidiaries in connection with the IPO, in such amounts and on such terms as the Compensation Committee shall determine in its sole discretion and in accordance with the terms of the Plan.
Resolution 6: Section 409A and Tax Compliance
RESOLVED FURTHER, that the Plan and all awards granted thereunder are intended to comply with, or be exempt from, Section 409A of the Code and the Treasury Regulations promulgated thereunder, and the Plan shall be interpreted, construed, and administered in a manner consistent with such intent. Notwithstanding any provision of the Plan to the contrary, in the event that the Board or the Compensation Committee determines that any award granted under the Plan may be subject to Section 409A of the Code, the Board or the Compensation Committee may adopt such amendments to the Plan and the applicable award agreement, or adopt such other policies and procedures (including amendments, policies, and procedures with retroactive effect), or take any other actions, that the Board or the Compensation Committee determines are necessary or appropriate to (a) exempt the award from Section 409A of the Code, or (b) comply with the requirements of Section 409A of the Code.
RESOLVED FURTHER, that the exercise price of any stock option (whether an ISO or an NQSO) and the base price of any stock appreciation right granted under the Plan shall not be less than one hundred percent (100%) of the fair market value of a share of Common Stock on the date of grant, as determined in accordance with the Plan and consistent with the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, and, in the case of ISOs, consistent with Section 422 of the Code. Prior to the date on which the Common Stock is listed for trading on the NYSE, fair market value shall be determined in accordance with a reasonable valuation methodology consistent with Section 409A of the Code, and following such listing, fair market value shall be determined by reference to the closing sale price of the Common Stock on the NYSE on the applicable date (or, if no shares were traded on such date, on the next preceding date on which shares were traded).
RESOLVED FURTHER, that the Board acknowledges and notes that Leonard Cross, Specialist Partner, Tax, of Calderwood & Harkness LLP, has conducted a review of the Company's common stock valuation history, including the Company's Section 409A valuations as of each grant date of equity awards under the Company's prior equity compensation plans, and has provided his analysis regarding the "cheap stock" implications, if any, of such prior grants in connection with the IPO. The Board has considered such analysis in connection with its approval of the Plan and the IPO equity grants contemplated hereby.
Resolution 7: Recommendation of Stockholder Approval
RESOLVED FURTHER, that the Board hereby unanimously recommends to the stockholders of the Company the approval and adoption of the Plan, and the appropriate officers of the Company, including Garrett Calloway, Chairman & Chief Executive Officer, Marcus Yoon, Chief Financial Officer, and Sandra Haverford, General Counsel & Corporate Secretary, are hereby authorized and directed to seek such stockholder approval by written consent in lieu of a meeting of stockholders, or, at the discretion of such officers, at a meeting of stockholders duly called for such purpose, in each case in accordance with the DGCL and the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.
RESOLVED FURTHER, that the Plan and the material terms thereof shall be described in the Registration Statement and the prospectus included therein, including in the "Executive Compensation" section and in such other sections as may be required by applicable rules and regulations of the SEC, and the appropriate officers of the Company are hereby authorized and directed to make all disclosures regarding the Plan, the awards to be granted thereunder, and the share reserve as required by applicable federal and state securities laws, the rules and regulations of the SEC (including, without limitation, Regulation S-K), and the listing standards of the NYSE.
Resolution 8: Registration on Form S-8
RESOLVED FURTHER, that the appropriate officers of the Company, including Marcus Yoon, Chief Financial Officer, and Sandra Haverford, General Counsel & Corporate Secretary, are hereby authorized and directed, at such time following the effectiveness of the Registration Statement and the closing of the IPO as such officers shall determine to be appropriate, to prepare, execute, and file with the SEC a registration statement on Form S-8 (or any successor or other applicable form) under the Securities Act to register the shares of Common Stock issuable under the Plan for resale under the Securities Act, and to prepare, execute, and file any and all amendments and supplements thereto, and to take all other actions necessary or advisable to effect such registration, including the preparation and filing of any prospectuses, prospectus supplements, or other documents required in connection therewith.
Resolution 9: Plan Administration
RESOLVED FURTHER, that the Compensation Committee of the Board is hereby designated as the administrator of the Plan (the "Plan Administrator") and shall have full and exclusive authority, subject to the terms and conditions of the Plan and applicable law, to:
(a) interpret and construe the provisions of the Plan and any award agreements entered into thereunder;
(b) establish, amend, suspend, and rescind rules and regulations for the administration of the Plan;
(c) select the eligible persons to whom awards shall be granted under the Plan;
(d) determine the types, terms, and conditions of awards to be granted under the Plan, including the number of shares subject to each award, the exercise price or base price, the vesting schedule, and the performance criteria applicable to performance-based awards;
(e) determine whether, to what extent, and under what circumstances awards may be settled, canceled, forfeited, exchanged, or surrendered;
(f) determine whether, to what extent, and under what circumstances cash, shares of Common Stock, and other property and amounts payable with respect to an award shall be deferred either automatically or at the election of the participant;
(g) correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any award agreement;
(h) determine the fair market value of shares of Common Stock for purposes of the Plan; and
(i) take all other actions and make all other determinations necessary or advisable for the administration of the Plan and the effectuation of its purposes.
The Board hereby confirms that each member of the Compensation Committee — Catherine Liang (Chair), Richard Estavez, and Warren Okoro — qualifies as a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act and as an "independent director" within the meaning of Section 303A.02 of the NYSE Listed Company Manual, and that the composition of the Compensation Committee satisfies all applicable requirements for the administration of the Plan.
Resolution 10: Disclosure in Registration Statement
RESOLVED FURTHER, that the description of the Plan to be included in the Registration Statement, the prospectus included therein, and any amendments or supplements thereto is hereby approved in all respects, and the appropriate officers of the Company, including Marcus Yoon, Chief Financial Officer, and Sandra Haverford, General Counsel & Corporate Secretary, are hereby authorized and directed to finalize such disclosure in consultation with Calderwood & Harkness LLP (as issuer's counsel) and Ashford & Pemberton LLP (as underwriters' counsel), and to make such changes, revisions, and additions to such disclosure as such officers, in consultation with such counsel, may deem necessary, appropriate, or advisable to comply with applicable federal and state securities laws, the rules and regulations of the SEC, and the listing standards of the NYSE.
RESOLVED FURTHER, that the Board acknowledges that the Plan will be summarized in the "Executive Compensation — 2022 Omnibus Equity Incentive Plan" subsection of the Registration Statement and that the complete text of the Plan will be filed as an exhibit to the Registration Statement and listed in the Exhibits index set forth in Part II thereof, all in accordance with applicable rules and regulations of the SEC.
Resolution 11: General Authorization
RESOLVED FURTHER, that each of the officers of the Company, including, without limitation, Garrett Calloway, Co-Founder, Chairman & Chief Executive Officer, Marcus Yoon, Chief Financial Officer, and Sandra Haverford, General Counsel & Corporate Secretary, acting individually or together, is hereby authorized and directed, for and on behalf of the Company, to execute and deliver any and all documents, instruments, certificates, agreements, and filings, to pay or cause to be paid any and all fees, expenses, and taxes, and to take any and all further actions, as such officer or officers may deem necessary, appropriate, or advisable to carry out the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated hereby, including, without limitation:
(a) the execution and delivery of the Plan document and all award agreements and related documents;
(b) the reservation and issuance of shares of Common Stock under the Plan;
(c) the preparation and filing of the Registration Statement, the Form S-8, and any amendments or supplements thereto;
(d) the preparation, execution, and delivery of any stockholder consent or other documents required to obtain stockholder approval of the Plan;
(e) the engagement of transfer agents, administrators, or other service providers as may be necessary or advisable in connection with the administration of the Plan;
(f) the making of all filings, notices, and applications with, and the obtaining of all permits, consents, authorizations, and approvals from, any federal, state, or local governmental authority or self-regulatory organization as may be required in connection with the foregoing; and
(g) the taking of such other actions and the execution and delivery of such other documents as may be necessary or advisable in connection with any of the foregoing,
the execution and delivery of any such documents or the taking of any such actions by such officer or officers to be conclusive evidence of such officer's or officers' approval thereof and the Board's authorization therefor.
RESOLVED FURTHER, that any and all actions heretofore taken by any officer or director of the Company, in the name and on behalf of the Company, in connection with the matters contemplated by the foregoing resolutions, including, without limitation, any actions taken in connection with the preparation and review of the Plan, the engagement of Clarendon Rowe Advisory Group LLC, Calderwood & Harkness LLP, and Kessler McBride & Associates LLP, and the preparation of the Registration Statement, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
EXHIBITS
The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A: Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (full plan document)
Exhibit B-1: Form of Stock Option Agreement (Incentive Stock Option)
Exhibit B-2: Form of Stock Option Agreement (Nonqualified Stock Option)
Exhibit C: Form of Restricted Stock Unit Agreement
Each of the foregoing exhibits has been reviewed by the Board and is maintained separately with the corporate records of the Company.
EXECUTION
This Unanimous Written Consent may be executed in one or more counterparts, including by facsimile or portable document format (.pdf) transmission, 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 this Unanimous Written Consent by facsimile or electronic transmission shall be equally effective as delivery of an original executed counterpart.
This Unanimous Written Consent shall be effective as of the date set forth below and shall be filed with the minutes of the proceedings of the Board of Directors of the Company and maintained with the corporate records of the Company.
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the undersigned directors of Calloway-Briggs Renewables Inc. have executed this Unanimous Written Consent as of the dates set forth below.
________________________________________
Name: Garrett Calloway
Title: Co-Founder, Chairman & Chief Executive Officer
(Non-Independent, Management Director)
Date: ________
________________________________________
Name: Elaine Briggs
Title: Co-Founder & President, Development
(Non-Independent, Management Director)
Date: ________
________________________________________
Name: Hugh Pemberton
Title: Director (Pinnacle Vista Capital Partners — Investor Designee)
(Non-Independent Director)
Date: ________
________________________________________
Name: Diane Kovac
Title: Director (Pinnacle Vista Capital Partners — Investor Designee)
(Non-Independent Director)
Date: ________
________________________________________
Name: Warren Okoro
Title: Independent Director
Member, Compensation Committee
Date: ________
________________________________________
Name: Catherine Liang
Title: Independent Director
Chair, Compensation Committee
Date: ________
________________________________________
Name: Richard Estavez
Title: Independent Director
Member, Compensation Committee
Date: ________
SECRETARY'S CERTIFICATION
I, Sandra Haverford, the duly appointed General Counsel and Corporate Secretary of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), do hereby certify as follows:
1.  The foregoing is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of the Company, dated as of the date set forth on the signature pages thereto, approving and adopting the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "Consent").
2.  The Consent has been duly executed by all seven (7) members of the Board of Directors of the Company, constituting all of the directors of the Company as of the date hereof, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and Article III, Section 3.9 of the Amended and Restated Bylaws of the Company.
3.  The Consent, together with all exhibits thereto, has been filed with the minutes of the proceedings of the Board of Directors and is maintained with the corporate records of the Company at its principal executive offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746.
4.  The Consent has not been amended, modified, rescinded, or revoked, and remains in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date set forth below.
________________________________________
Name: Sandra Haverford
Title: General Counsel & Corporate Secretary
Calloway-Briggs Renewables Inc.
Date: ________
[CORPORATE SEAL]
Name | Title | Number of RSUs
Garrett Calloway | Co-Founder, Chairman & Chief Executive Officer | 500,000
Elaine Briggs | Co-Founder & President, Development | 400,000
Marcus Yoon | Chief Financial Officer | 300,000
Dale Renfroe | Chief Operating Officer | 200,000
Priya Anand | Senior Vice President, Finance & Treasurer | 175,000
Tomás Quintero | Senior Vice President, Project Development | 175,000
Rachel Whitmore | Chief People Officer | 150,000

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

CALLOWAY-BRIGGS RENEWABLES INC.

IN LIEU OF A SPECIAL MEETING

RECITALS

RESOLUTIONS

EXHIBITS

EXECUTION

SECRETARY'S CERTIFICATION

Record

Parties

Dates

Amounts