1015-00001 · Graymont Brothers Inc · Corporate Governance

board-resolutions-espp.docx DOCUMENT Capital Markets

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UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF CALLOWAY-BRIGGS RENEWABLES INC.

Approval and Adoption of the 2022 Employee Stock Purchase Plan

IN LIEU OF A SPECIAL MEETING

Effective as of March 28, 2022

The undersigned, constituting 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 3.8 of the Company's Amended and Restated Bylaws, as currently in effect, which collectively permit the Board to take action by unanimous written consent in lieu of a meeting, do hereby adopt the following recitals and resolutions and consent to the taking of the actions described herein, effective as of the date first set forth above, with the same force and effect as if such actions had been duly approved at a special meeting of the Board duly called and held for such purposes, at which all directors were present and voting:

RECITALS

WHEREAS, the Company is contemplating an initial public offering (the "IPO") of shares of its common stock, par value $0.01 per share (the "Common Stock"), and the listing of such shares on the New York Stock Exchange under the proposed ticker symbol "CBRI," with the aggregate offering expected to be approximately $600,000,000, including the exercise in full of the underwriters' overallotment option, and the Company has engaged Calderwood & Harkness LLP as issuer's counsel and Hargrove Keating & Co. as lead-left book-running manager, among other advisors, in connection with the IPO;

WHEREAS, in connection with the IPO and the Company's transition to public company status, the Board has determined that it is in the best interests of the Company and its stockholders to adopt an employee stock purchase plan (the "2022 Employee Stock Purchase Plan" or the "ESPP" or the "Plan") in order to attract, retain, and motivate employees of the Company and its subsidiaries by providing such employees with the opportunity to acquire equity ownership in the Company through payroll deductions, and the Board has further determined that such Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), and that the terms of the Plan shall be construed in a manner consistent with the requirements of Section 423 of the Code and the regulations promulgated thereunder;

WHEREAS, the Board has received and carefully considered the recommendations of Clarendon Rowe Advisory Group LLC, the Company's independent compensation consultant (Patricia Voss, Senior Managing Director) (the "Compensation Consultant"), regarding the design, structure, and share reserve for the proposed Plan, including the Compensation Consultant's analysis of market practices among peer companies in the renewable energy sector and the anticipated dilutive impact of the Plan on the Company's post-IPO capitalization, and the Board has also received and considered the input and recommendations of Rachel Whitmore, the Company's Chief People Officer, regarding employee recruitment and retention objectives, workforce demographics, anticipated participation rates, and the competitive positioning of the Company's total rewards program in light of the IPO;

WHEREAS, the proposed 2022 Employee Stock Purchase Plan provides for an initial share reserve of 2,545,455 shares of Common Stock, representing approximately two percent (2%) of the Company's projected post-IPO shares outstanding on a fully-exercised basis (i.e., two percent (2%) of 127,272,727 shares), with such 127,272,727 shares consisting of (i) 100,000,000 shares of Common Stock outstanding immediately prior to the IPO, plus (ii) 27,272,727 shares of Common Stock to be issued in the IPO (comprised of 23,713,636 base shares offered to the public plus 3,559,091 shares subject to the underwriters' overallotment option), in each case assuming an initial public offering price of $22.00 per share, and the Board has determined that such share reserve is reasonable and appropriate in light of the Compensation Consultant's recommendations, prevailing market practices, and the Company's employee retention objectives;

WHEREAS, adoption of the 2022 Employee Stock Purchase Plan requires the approval of the Company's stockholders, and Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista"), which holds approximately sixty-two percent (62%) of the Company's outstanding voting shares as of the date hereof, together with the Company's founders, Garrett Calloway and Elaine Briggs (collectively, the "Founders"), who together hold approximately twenty-four percent (24%) of the Company's outstanding voting shares, and other holders who together hold approximately fourteen percent (14%) of the Company's outstanding voting shares, collectively hold all of the outstanding voting shares of the Company, and the Board intends to recommend that the stockholders approve and adopt the Plan by written consent; and

WHEREAS, the Board has reviewed the form of the 2022 Employee Stock Purchase Plan, a complete copy of which has been presented to the Board and is attached hereto as Exhibit A and incorporated herein by reference, and the Board has received and considered the advice of Calderwood & Harkness LLP (Jennifer Kwon, Responsible Partner, Capital Markets) regarding the Plan's terms, structure, and legal compliance with Section 423 of the Code, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable federal, state, and local laws, rules, and regulations.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, as follows:

1. Approval and Adoption of the 2022 Employee Stock Purchase Plan

RESOLVED, that the 2022 Employee Stock Purchase Plan of Calloway-Briggs Renewables Inc. (the "ESPP" or the "Plan"), substantially in the form attached hereto as Exhibit A, with such changes thereto as may be approved by any Authorized Officer (as defined below), is hereby approved and adopted in all respects, subject to (a) the approval of the Plan by the stockholders of the Company, which approval shall be solicited by written consent in accordance with Section 228 of the DGCL, and (b) the effectiveness of the registration statement on Form S-1 (or any amendment thereto) filed with the United States Securities and Exchange Commission (the "SEC") in connection with the IPO; and it is further

RESOLVED, that the Plan shall become effective upon, and contingent on, the closing of the IPO (the "IPO Closing"), and that if the IPO Closing does not occur for any reason, the Plan shall be of no force or effect.

2. Share Reserve

RESOLVED, that a total of 2,545,455 shares of the Company's Common Stock, par value $0.01 per share, are hereby authorized and reserved for issuance under the ESPP, which share reserve represents approximately two percent (2%) of the projected post-IPO shares outstanding on a fully-exercised basis (127,272,727 shares), and the Board has determined that such share reserve is reasonable and in the best interests of the Company and its stockholders; and it is further

RESOLVED, that shares of Common Stock subject to the ESPP that are not purchased by participants during any offering period under the Plan, including by reason of a participant's withdrawal from the Plan, termination of employment, or the application of any limitation on purchases under the Plan or under Section 423 of the Code, shall be returned to the ESPP share reserve and shall remain available for purchase during future offering periods under the Plan; and it is further

RESOLVED, that the appropriate officers of the Company are authorized and directed to reserve and keep available out of the authorized but unissued shares of Common Stock, or out of shares of Common Stock held in treasury, such number of shares as shall be sufficient to satisfy the requirements of the ESPP.

3. Key Plan Terms Acknowledged

RESOLVED, that the Board has reviewed and hereby acknowledges the following key terms of the ESPP, as more fully set forth in Exhibit A:

(a) Eligibility. All employees of the Company and its designated subsidiaries (approximately 1,240 employees as of the date hereof) who meet the eligibility requirements set forth in the Plan, including, without limitation, any minimum service period or customary working hours thresholds specified therein, shall be eligible to participate in the ESPP;

(b) Offering Periods. The Plan provides for consecutive six-month offering periods, with the first offering period to commence on a date to be determined by the Board or its designee following the IPO Closing;

(c) Purchase Price discount. Shares of Common Stock shall be purchased under the Plan at a purchase price equal to eighty-five percent (85%) of the lesser of (i) the fair market value of a share of Common Stock on the first day of the applicable offering period (the "Offering Date") or (ii) the fair market value of a share of Common Stock on the last day of the applicable offering period (the "Purchase Date"), representing a fifteen percent (15%) discount from the lower of the two fair market values;

(d) Section 423 Qualification. The Plan is intended to qualify, and shall be construed and administered in a manner consistent with the requirements for qualification, as an "employee stock purchase plan" within the meaning of Section 423 of the Code, and the rights granted to participants under the Plan are intended to constitute "options" issued under an "employee stock purchase plan" as defined in Section 423 of the Code;

(e) Contribution Limits. Participation in the Plan shall be subject to the limitations set forth in Section 423(b) of the Code, including, without limitation, the provision that no employee shall be permitted to purchase shares of Common Stock under the Plan (and all other employee stock purchase plans of the Company and its subsidiaries) at a rate that exceeds $25,000 in fair market value of such shares (determined at the time the option is granted) for each calendar year in which any such option is outstanding; and

(f) Plan Administration. The Plan shall be administered by the Board or a committee thereof, with such authority as is delegated by the Board, and the Board hereby acknowledges that the Compensation Committee of the Board (currently composed of Catherine Liang (Chair), Richard Estavez, and Warren Okoro, each of whom is an independent director within the meaning of applicable New York Stock Exchange listing standards) shall serve as the Plan administrator following the IPO Closing, unless the Board determines otherwise.

4. Recommendation to Stockholders

RESOLVED, that the Board hereby recommends that the stockholders of the Company approve and adopt the ESPP on the terms set forth in Exhibit A and as described in these resolutions; and it is further

RESOLVED, that the officers of the Company are hereby authorized and directed to solicit and obtain the written consent of the stockholders of the Company holding a majority of the outstanding voting power of the Company's capital stock, including, without limitation, Pinnacle Vista Capital Partners III, LP and the Founders (Garrett Calloway and Elaine Briggs), approving and adopting the ESPP, and to prepare and deliver to such stockholders all information and documentation reasonably necessary or advisable to facilitate such written consent, in accordance with Section 228 of the DGCL and the Company's Amended and Restated Bylaws.

5. Registration Statement Disclosure

RESOLVED, that the ESPP and the material terms thereof shall be described in the registration statement on Form S-1 (File No. to be assigned; SEC CIK: 0001948372) to be filed with the SEC in connection with the Company's proposed IPO, including in the prospectus summary, risk factors, dilution, executive compensation, and any other applicable sections of the registration statement and prospectus included therein, and the officers of the Company are hereby authorized and directed to include such descriptions and disclosures as may be required or advisable under the Securities Act, the rules and regulations of the SEC promulgated thereunder, and applicable New York Stock Exchange listing standards; and it is further

RESOLVED, that the officers of the Company, in consultation with Calderwood & Harkness LLP and Hargrove Keating & Co., are authorized to prepare, review, approve, and finalize such disclosure regarding the ESPP as may be included in the confidential draft registration statement on Form DRS-1 to be submitted to the SEC, in any amendments thereto, and in the publicly filed registration statement on Form S-1, as applicable.

6. Registration of Shares Under the Securities Act

RESOLVED, that the officers of the Company are hereby authorized and directed to prepare and file, or cause to be prepared and filed, with the SEC a registration statement on Form S-8 (or such other appropriate form as may be available) under the Securities Act to register the shares of Common Stock issuable under the ESPP, at such time following the IPO Closing as such registration is required or advisable under applicable law, and to prepare and file any and all amendments, supplements, or post-effective amendments to such registration statement as may be necessary or advisable to maintain the effectiveness of such registration and to comply with the Securities Act and the rules and regulations of the SEC promulgated thereunder; and it is further

RESOLVED, that such officers are authorized to take all actions necessary or advisable to comply with applicable state securities or "blue sky" laws in connection with the issuance of shares of Common Stock under the ESPP, including the filing of any required notices, applications, or registrations with state securities regulators.

7. Authorization of Officers to Administer the Plan

RESOLVED, that Marcus Yoon, the Company's Chief Financial Officer, and Sandra Haverford, the Company's General Counsel and Corporate Secretary (each an "Authorized Plan Administrator"), are each hereby authorized, individually and collectively, to take the following actions in connection with the implementation and ongoing administration of the ESPP:

(a) to designate the subsidiaries of the Company whose employees may participate in the ESPP from time to time, in accordance with the terms of the Plan and Section 423 of the Code;

(b) to establish offering periods, enrollment windows, contribution change deadlines, and withdrawal procedures, and to adopt, amend, and administer such rules, guidelines, and procedures as they may deem necessary or advisable for the proper administration of the Plan;

(c) to execute and deliver, on behalf of the Company, any and all documents, instruments, agreements, certificates, notices, and communications as they may deem necessary, appropriate, or advisable to implement and administer the ESPP, including, without limitation, enrollment forms, payroll deduction authorization forms, plan summaries, participant communications, and tax reporting documentation;

(d) to engage Continental Shareowner Services, Inc. (the Company's transfer agent and registrar; contact: Maria Costello, Vice President, Corporate Actions) to provide share issuance, recordkeeping, and administrative services in connection with the ESPP, and to negotiate, execute, and deliver such agreements, amendments, and related documents with Continental Shareowner Services, Inc. as may be necessary or advisable for such purpose; and

(e) to engage such other service providers, brokers, custodians, administrators, or agents as they may deem necessary or advisable for the administration of the ESPP and the holding of shares purchased thereunder, and to negotiate, execute, and deliver such agreements and related documents with such service providers as may be necessary or advisable for such purpose.

8. Tax Compliance

RESOLVED, that the officers of the Company, with the advice of Leonard Cross, Specialist Partner, Tax, at Calderwood & Harkness LLP, and Kessler McBride & Associates LLP (Alan Kessler, Managing Partner; Linda McBride, Partner, Tax Structures), the Company's independent tax advisors, are hereby authorized and directed to take all actions necessary or advisable to ensure that the ESPP complies with Section 423 of the Code and all applicable federal, state, and local tax requirements, including, without limitation:

(a) establishing and maintaining payroll and tax withholding procedures in connection with the ESPP;

(b) preparing and filing all required information returns with the Internal Revenue Service, including Forms 3922 (Transfer of Stock Acquired Through an Employee Stock Purchase Plan Under Section 423(c)), and providing all required statements to participants;

(c) monitoring compliance with the limitations of Section 423(b) of the Code, including the $25,000 annual fair market value limitation and the five percent (5%) stock ownership limitation;

(d) ensuring that the terms and operation of the ESPP satisfy the equal rights and privileges requirements of Section 423(b)(5) of the Code; and

(e) taking such other actions as may be necessary or advisable to preserve the qualification of the ESPP under Section 423 of the Code and to comply with applicable tax laws.

9. General Authorization

RESOLVED, that Garrett Calloway (Co-Founder, Chairman and Chief Executive Officer), Elaine Briggs (Co-Founder and President, Development), Marcus Yoon (Chief Financial Officer), and Sandra Haverford (General Counsel and Corporate Secretary) (each, an "Authorized Officer" and, collectively, the "Authorized Officers") are each hereby authorized, empowered, and directed, individually and collectively, on behalf of the Company, to take any and all further actions, and to prepare, execute, deliver, and file, or cause to be prepared, executed, delivered, and filed, any and all further documents, certificates, instruments, agreements, applications, notices, consents, and communications, with such changes, modifications, additions, or deletions therein as any such Authorized Officer may deem necessary, appropriate, or advisable, in order to carry out the intent and purposes of the foregoing resolutions, the taking of any such action or the execution and delivery of any such document by any Authorized Officer being conclusive evidence of such Authorized Officer's determination that such action or document is necessary, appropriate, or advisable and of such Authorized Officer's approval of the terms thereof; and it is further

RESOLVED, that the authority granted to the Authorized Officers pursuant to this resolution and the foregoing resolutions shall include, without limitation, the authority to pay, or cause to be paid, all fees, costs, and expenses incurred or to be incurred in connection with the matters contemplated hereby, including legal fees, accounting fees, filing fees, transfer agent fees, printing costs, and the fees and expenses of the Compensation Consultant and other advisors.

10. Ratification. RESOLVED, that all actions heretofore taken by any officer, director, employee, or agent of the Company, or by Calderwood & Harkness LLP, Kessler McBride & Associates LLP, Clarendon Rowe Advisory Group LLC, or any other advisor to the Company, in connection with the matters contemplated by the foregoing resolutions, including, without limitation, the negotiation and preparation of the Plan, the engagement of advisors, and the preparation of related disclosure and documentation, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.

GENERAL PROVISIONS

This Unanimous Written Consent may be executed in one or more counterparts (including by means of 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 a signature page to this Unanimous Written Consent by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Unanimous Written Consent.

This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall have the same force and effect as a unanimous vote of the Board of Directors at a meeting duly called and held, at which all members of the Board were present and voted, in accordance with Section 141(f) of the DGCL and the Company's Amended and Restated Bylaws.

This Unanimous Written Consent shall be effective as of the date first set forth above.

IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent as of the dates set forth below their respective signatures.

________________________________________

Garrett Calloway Co-Founder, Chairman and Chief Executive Officer Director

Date: ________

________________________________________

Elaine Briggs Co-Founder and President, Development Director

Date: ________

________________________________________

Hugh Pemberton Director (Pinnacle Vista Capital Partners III, LP Designee)

Date: ________

________________________________________

Diane Kovac Director (Pinnacle Vista Capital Partners III, LP Designee)

Date: ________

________________________________________

Warren Okoro Independent Director

Date: ________

________________________________________

Catherine Liang Independent Director

Date: ________

________________________________________

Richard Estavez Independent Director

Date: ________

EXHIBIT A

2022 Employee Stock Purchase Plan of Calloway-Briggs Renewables Inc.

[The 2022 Employee Stock Purchase Plan of Calloway-Briggs Renewables Inc. is attached separately as a complete plan document. See Document 95 in the matter files (2022 Employee Stock Purchase Plan).]

The full plan document provides for, among other things, the following material terms:

• Share Reserve: 2,545,455 shares of Common Stock, par value $0.01 per share, representing approximately two percent (2%) of 127,272,727 projected post-IPO shares outstanding on a fully-exercised basis.

• Purchase Price discount: Fifteen percent (15%) discount from the lesser of (i) the fair market value of a share of Common Stock on the first day of the applicable offering period or (ii) the fair market value of a share of Common Stock on the last day of the applicable offering period (the purchase date).

• Offering Periods: Consecutive six-month offering periods, with the first offering period commencing on a date to be determined by the Plan administrator following the closing of the IPO.

• Section 423 Qualification: The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended, and shall be construed and administered accordingly.

• Plan Administration: The Plan shall be administered by the Board of Directors or a committee thereof. The Compensation Committee of the Board of Directors (currently composed of Catherine Liang (Chair), Richard Estavez, and Warren Okoro) shall serve as the Plan administrator following the closing of the IPO, unless the Board determines otherwise.

This Unanimous Written Consent and the resolutions set forth herein are confidential and are not to be distributed or disclosed to any person other than the directors of the Company, the officers of the Company, and the Company's legal, tax, and financial advisors, without the prior written consent of the Company.

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF CALLOWAY-BRIGGS RENEWABLES INC.
Approval and Adoption of the 2022 Employee Stock Purchase Plan
IN LIEU OF A SPECIAL MEETING
Effective as of March 28, 2022
The undersigned, constituting 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 3.8 of the Company's Amended and Restated Bylaws, as currently in effect, which collectively permit the Board to take action by unanimous written consent in lieu of a meeting, do hereby adopt the following recitals and resolutions and consent to the taking of the actions described herein, effective as of the date first set forth above, with the same force and effect as if such actions had been duly approved at a special meeting of the Board duly called and held for such purposes, at which all directors were present and voting:
RECITALS
WHEREAS, the Company is contemplating an initial public offering (the "IPO") of shares of its common stock, par value $0.01 per share (the "Common Stock"), and the listing of such shares on the New York Stock Exchange under the proposed ticker symbol "CBRI," with the aggregate offering expected to be approximately $600,000,000, including the exercise in full of the underwriters' overallotment option, and the Company has engaged Calderwood & Harkness LLP as issuer's counsel and Hargrove Keating & Co. as lead-left book-running manager, among other advisors, in connection with the IPO;
WHEREAS, in connection with the IPO and the Company's transition to public company status, the Board has determined that it is in the best interests of the Company and its stockholders to adopt an employee stock purchase plan (the "2022 Employee Stock Purchase Plan" or the "ESPP" or the "Plan") in order to attract, retain, and motivate employees of the Company and its subsidiaries by providing such employees with the opportunity to acquire equity ownership in the Company through payroll deductions, and the Board has further determined that such Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), and that the terms of the Plan shall be construed in a manner consistent with the requirements of Section 423 of the Code and the regulations promulgated thereunder;
WHEREAS, the Board has received and carefully considered the recommendations of Clarendon Rowe Advisory Group LLC, the Company's independent compensation consultant (Patricia Voss, Senior Managing Director) (the "Compensation Consultant"), regarding the design, structure, and share reserve for the proposed Plan, including the Compensation Consultant's analysis of market practices among peer companies in the renewable energy sector and the anticipated dilutive impact of the Plan on the Company's post-IPO capitalization, and the Board has also received and considered the input and recommendations of Rachel Whitmore, the Company's Chief People Officer, regarding employee recruitment and retention objectives, workforce demographics, anticipated participation rates, and the competitive positioning of the Company's total rewards program in light of the IPO;
WHEREAS, the proposed 2022 Employee Stock Purchase Plan provides for an initial share reserve of 2,545,455 shares of Common Stock, representing approximately two percent (2%) of the Company's projected post-IPO shares outstanding on a fully-exercised basis (i.e., two percent (2%) of 127,272,727 shares), with such 127,272,727 shares consisting of (i) 100,000,000 shares of Common Stock outstanding immediately prior to the IPO, plus (ii) 27,272,727 shares of Common Stock to be issued in the IPO (comprised of 23,713,636 base shares offered to the public plus 3,559,091 shares subject to the underwriters' overallotment option), in each case assuming an initial public offering price of $22.00 per share, and the Board has determined that such share reserve is reasonable and appropriate in light of the Compensation Consultant's recommendations, prevailing market practices, and the Company's employee retention objectives;
WHEREAS, adoption of the 2022 Employee Stock Purchase Plan requires the approval of the Company's stockholders, and Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista"), which holds approximately sixty-two percent (62%) of the Company's outstanding voting shares as of the date hereof, together with the Company's founders, Garrett Calloway and Elaine Briggs (collectively, the "Founders"), who together hold approximately twenty-four percent (24%) of the Company's outstanding voting shares, and other holders who together hold approximately fourteen percent (14%) of the Company's outstanding voting shares, collectively hold all of the outstanding voting shares of the Company, and the Board intends to recommend that the stockholders approve and adopt the Plan by written consent; and
WHEREAS, the Board has reviewed the form of the 2022 Employee Stock Purchase Plan, a complete copy of which has been presented to the Board and is attached hereto as Exhibit A and incorporated herein by reference, and the Board has received and considered the advice of Calderwood & Harkness LLP (Jennifer Kwon, Responsible Partner, Capital Markets) regarding the Plan's terms, structure, and legal compliance with Section 423 of the Code, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable federal, state, and local laws, rules, and regulations.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, as follows:
1. Approval and Adoption of the 2022 Employee Stock Purchase Plan
RESOLVED, that the 2022 Employee Stock Purchase Plan of Calloway-Briggs Renewables Inc. (the "ESPP" or the "Plan"), substantially in the form attached hereto as Exhibit A, with such changes thereto as may be approved by any Authorized Officer (as defined below), is hereby approved and adopted in all respects, subject to (a) the approval of the Plan by the stockholders of the Company, which approval shall be solicited by written consent in accordance with Section 228 of the DGCL, and (b) the effectiveness of the registration statement on Form S-1 (or any amendment thereto) filed with the United States Securities and Exchange Commission (the "SEC") in connection with the IPO; and it is further
RESOLVED, that the Plan shall become effective upon, and contingent on, the closing of the IPO (the "IPO Closing"), and that if the IPO Closing does not occur for any reason, the Plan shall be of no force or effect.
2. Share Reserve
RESOLVED, that a total of 2,545,455 shares of the Company's Common Stock, par value $0.01 per share, are hereby authorized and reserved for issuance under the ESPP, which share reserve represents approximately two percent (2%) of the projected post-IPO shares outstanding on a fully-exercised basis (127,272,727 shares), and the Board has determined that such share reserve is reasonable and in the best interests of the Company and its stockholders; and it is further
RESOLVED, that shares of Common Stock subject to the ESPP that are not purchased by participants during any offering period under the Plan, including by reason of a participant's withdrawal from the Plan, termination of employment, or the application of any limitation on purchases under the Plan or under Section 423 of the Code, shall be returned to the ESPP share reserve and shall remain available for purchase during future offering periods under the Plan; and it is further
RESOLVED, that the appropriate officers of the Company are authorized and directed to reserve and keep available out of the authorized but unissued shares of Common Stock, or out of shares of Common Stock held in treasury, such number of shares as shall be sufficient to satisfy the requirements of the ESPP.
3. Key Plan Terms Acknowledged
RESOLVED, that the Board has reviewed and hereby acknowledges the following key terms of the ESPP, as more fully set forth in Exhibit A:
(a) Eligibility. All employees of the Company and its designated subsidiaries (approximately 1,240 employees as of the date hereof) who meet the eligibility requirements set forth in the Plan, including, without limitation, any minimum service period or customary working hours thresholds specified therein, shall be eligible to participate in the ESPP;
(b) Offering Periods. The Plan provides for consecutive six-month offering periods, with the first offering period to commence on a date to be determined by the Board or its designee following the IPO Closing;
(c) Purchase Price discount. Shares of Common Stock shall be purchased under the Plan at a purchase price equal to eighty-five percent (85%) of the lesser of (i) the fair market value of a share of Common Stock on the first day of the applicable offering period (the "Offering Date") or (ii) the fair market value of a share of Common Stock on the last day of the applicable offering period (the "Purchase Date"), representing a fifteen percent (15%) discount from the lower of the two fair market values;
(d) Section 423 Qualification. The Plan is intended to qualify, and shall be construed and administered in a manner consistent with the requirements for qualification, as an "employee stock purchase plan" within the meaning of Section 423 of the Code, and the rights granted to participants under the Plan are intended to constitute "options" issued under an "employee stock purchase plan" as defined in Section 423 of the Code;
(e) Contribution Limits. Participation in the Plan shall be subject to the limitations set forth in Section 423(b) of the Code, including, without limitation, the provision that no employee shall be permitted to purchase shares of Common Stock under the Plan (and all other employee stock purchase plans of the Company and its subsidiaries) at a rate that exceeds $25,000 in fair market value of such shares (determined at the time the option is granted) for each calendar year in which any such option is outstanding; and
(f) Plan Administration. The Plan shall be administered by the Board or a committee thereof, with such authority as is delegated by the Board, and the Board hereby acknowledges that the Compensation Committee of the Board (currently composed of Catherine Liang (Chair), Richard Estavez, and Warren Okoro, each of whom is an independent director within the meaning of applicable New York Stock Exchange listing standards) shall serve as the Plan administrator following the IPO Closing, unless the Board determines otherwise.
4. Recommendation to Stockholders
RESOLVED, that the Board hereby recommends that the stockholders of the Company approve and adopt the ESPP on the terms set forth in Exhibit A and as described in these resolutions; and it is further
RESOLVED, that the officers of the Company are hereby authorized and directed to solicit and obtain the written consent of the stockholders of the Company holding a majority of the outstanding voting power of the Company's capital stock, including, without limitation, Pinnacle Vista Capital Partners III, LP and the Founders (Garrett Calloway and Elaine Briggs), approving and adopting the ESPP, and to prepare and deliver to such stockholders all information and documentation reasonably necessary or advisable to facilitate such written consent, in accordance with Section 228 of the DGCL and the Company's Amended and Restated Bylaws.
5. Registration Statement Disclosure
RESOLVED, that the ESPP and the material terms thereof shall be described in the registration statement on Form S-1 (File No. to be assigned; SEC CIK: 0001948372) to be filed with the SEC in connection with the Company's proposed IPO, including in the prospectus summary, risk factors, dilution, executive compensation, and any other applicable sections of the registration statement and prospectus included therein, and the officers of the Company are hereby authorized and directed to include such descriptions and disclosures as may be required or advisable under the Securities Act, the rules and regulations of the SEC promulgated thereunder, and applicable New York Stock Exchange listing standards; and it is further
RESOLVED, that the officers of the Company, in consultation with Calderwood & Harkness LLP and Hargrove Keating & Co., are authorized to prepare, review, approve, and finalize such disclosure regarding the ESPP as may be included in the confidential draft registration statement on Form DRS-1 to be submitted to the SEC, in any amendments thereto, and in the publicly filed registration statement on Form S-1, as applicable.
6. Registration of Shares Under the Securities Act
RESOLVED, that the officers of the Company are hereby authorized and directed to prepare and file, or cause to be prepared and filed, with the SEC a registration statement on Form S-8 (or such other appropriate form as may be available) under the Securities Act to register the shares of Common Stock issuable under the ESPP, at such time following the IPO Closing as such registration is required or advisable under applicable law, and to prepare and file any and all amendments, supplements, or post-effective amendments to such registration statement as may be necessary or advisable to maintain the effectiveness of such registration and to comply with the Securities Act and the rules and regulations of the SEC promulgated thereunder; and it is further
RESOLVED, that such officers are authorized to take all actions necessary or advisable to comply with applicable state securities or "blue sky" laws in connection with the issuance of shares of Common Stock under the ESPP, including the filing of any required notices, applications, or registrations with state securities regulators.
7. Authorization of Officers to Administer the Plan
RESOLVED, that Marcus Yoon, the Company's Chief Financial Officer, and Sandra Haverford, the Company's General Counsel and Corporate Secretary (each an "Authorized Plan Administrator"), are each hereby authorized, individually and collectively, to take the following actions in connection with the implementation and ongoing administration of the ESPP:
(a) to designate the subsidiaries of the Company whose employees may participate in the ESPP from time to time, in accordance with the terms of the Plan and Section 423 of the Code;
(b) to establish offering periods, enrollment windows, contribution change deadlines, and withdrawal procedures, and to adopt, amend, and administer such rules, guidelines, and procedures as they may deem necessary or advisable for the proper administration of the Plan;
(c) to execute and deliver, on behalf of the Company, any and all documents, instruments, agreements, certificates, notices, and communications as they may deem necessary, appropriate, or advisable to implement and administer the ESPP, including, without limitation, enrollment forms, payroll deduction authorization forms, plan summaries, participant communications, and tax reporting documentation;
(d) to engage Continental Shareowner Services, Inc. (the Company's transfer agent and registrar; contact: Maria Costello, Vice President, Corporate Actions) to provide share issuance, recordkeeping, and administrative services in connection with the ESPP, and to negotiate, execute, and deliver such agreements, amendments, and related documents with Continental Shareowner Services, Inc. as may be necessary or advisable for such purpose; and
(e) to engage such other service providers, brokers, custodians, administrators, or agents as they may deem necessary or advisable for the administration of the ESPP and the holding of shares purchased thereunder, and to negotiate, execute, and deliver such agreements and related documents with such service providers as may be necessary or advisable for such purpose.
8. Tax Compliance
RESOLVED, that the officers of the Company, with the advice of Leonard Cross, Specialist Partner, Tax, at Calderwood & Harkness LLP, and Kessler McBride & Associates LLP (Alan Kessler, Managing Partner; Linda McBride, Partner, Tax Structures), the Company's independent tax advisors, are hereby authorized and directed to take all actions necessary or advisable to ensure that the ESPP complies with Section 423 of the Code and all applicable federal, state, and local tax requirements, including, without limitation:
(a) establishing and maintaining payroll and tax withholding procedures in connection with the ESPP;
(b) preparing and filing all required information returns with the Internal Revenue Service, including Forms 3922 (Transfer of Stock Acquired Through an Employee Stock Purchase Plan Under Section 423(c)), and providing all required statements to participants;
(c) monitoring compliance with the limitations of Section 423(b) of the Code, including the $25,000 annual fair market value limitation and the five percent (5%) stock ownership limitation;
(d) ensuring that the terms and operation of the ESPP satisfy the equal rights and privileges requirements of Section 423(b)(5) of the Code; and
(e) taking such other actions as may be necessary or advisable to preserve the qualification of the ESPP under Section 423 of the Code and to comply with applicable tax laws.
9. General Authorization
RESOLVED, that Garrett Calloway (Co-Founder, Chairman and Chief Executive Officer), Elaine Briggs (Co-Founder and President, Development), Marcus Yoon (Chief Financial Officer), and Sandra Haverford (General Counsel and Corporate Secretary) (each, an "Authorized Officer" and, collectively, the "Authorized Officers") are each hereby authorized, empowered, and directed, individually and collectively, on behalf of the Company, to take any and all further actions, and to prepare, execute, deliver, and file, or cause to be prepared, executed, delivered, and filed, any and all further documents, certificates, instruments, agreements, applications, notices, consents, and communications, with such changes, modifications, additions, or deletions therein as any such Authorized Officer may deem necessary, appropriate, or advisable, in order to carry out the intent and purposes of the foregoing resolutions, the taking of any such action or the execution and delivery of any such document by any Authorized Officer being conclusive evidence of such Authorized Officer's determination that such action or document is necessary, appropriate, or advisable and of such Authorized Officer's approval of the terms thereof; and it is further
RESOLVED, that the authority granted to the Authorized Officers pursuant to this resolution and the foregoing resolutions shall include, without limitation, the authority to pay, or cause to be paid, all fees, costs, and expenses incurred or to be incurred in connection with the matters contemplated hereby, including legal fees, accounting fees, filing fees, transfer agent fees, printing costs, and the fees and expenses of the Compensation Consultant and other advisors.
10. Ratification.  RESOLVED, that all actions heretofore taken by any officer, director, employee, or agent of the Company, or by Calderwood & Harkness LLP, Kessler McBride & Associates LLP, Clarendon Rowe Advisory Group LLC, or any other advisor to the Company, in connection with the matters contemplated by the foregoing resolutions, including, without limitation, the negotiation and preparation of the Plan, the engagement of advisors, and the preparation of related disclosure and documentation, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
GENERAL PROVISIONS
This Unanimous Written Consent may be executed in one or more counterparts (including by means of 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 a signature page to this Unanimous Written Consent by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Unanimous Written Consent.
This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall have the same force and effect as a unanimous vote of the Board of Directors at a meeting duly called and held, at which all members of the Board were present and voted, in accordance with Section 141(f) of the DGCL and the Company's Amended and Restated Bylaws.
This Unanimous Written Consent shall be effective as of the date first set forth above.
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent as of the dates set forth below their respective signatures.
________________________________________
Garrett Calloway Co-Founder, Chairman and Chief Executive Officer Director
Date: ________
________________________________________
Elaine Briggs Co-Founder and President, Development Director
Date: ________
________________________________________
Hugh Pemberton Director (Pinnacle Vista Capital Partners III, LP Designee)
Date: ________
________________________________________
Diane Kovac Director (Pinnacle Vista Capital Partners III, LP Designee)
Date: ________
________________________________________
Warren Okoro Independent Director
Date: ________
________________________________________
Catherine Liang Independent Director
Date: ________
________________________________________
Richard Estavez Independent Director
Date: ________
EXHIBIT A
2022 Employee Stock Purchase Plan of Calloway-Briggs Renewables Inc.
[The 2022 Employee Stock Purchase Plan of Calloway-Briggs Renewables Inc. is attached separately as a complete plan document. See Document 95 in the matter files (2022 Employee Stock Purchase Plan).]
The full plan document provides for, among other things, the following material terms:
•  Share Reserve: 2,545,455 shares of Common Stock, par value $0.01 per share, representing approximately two percent (2%) of 127,272,727 projected post-IPO shares outstanding on a fully-exercised basis.
•  Purchase Price discount: Fifteen percent (15%) discount from the lesser of (i) the fair market value of a share of Common Stock on the first day of the applicable offering period or (ii) the fair market value of a share of Common Stock on the last day of the applicable offering period (the purchase date).
•  Offering Periods: Consecutive six-month offering periods, with the first offering period commencing on a date to be determined by the Plan administrator following the closing of the IPO.
•  Section 423 Qualification: The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended, and shall be construed and administered accordingly.
•  Plan Administration: The Plan shall be administered by the Board of Directors or a committee thereof. The Compensation Committee of the Board of Directors (currently composed of Catherine Liang (Chair), Richard Estavez, and Warren Okoro) shall serve as the Plan administrator following the closing of the IPO, unless the Board determines otherwise.
This Unanimous Written Consent and the resolutions set forth herein are confidential and are not to be distributed or disclosed to any person other than the directors of the Company, the officers of the Company, and the Company's legal, tax, and financial advisors, without the prior written consent of the Company.

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF CALLOWAY-BRIGGS RENEWABLES INC.

IN LIEU OF A SPECIAL MEETING

RECITALS

RESOLUTIONS

GENERAL PROVISIONS

EXHIBIT A

Record

Parties

Dates

Amounts