1015-00001 · Graymont Brothers Inc · Corporate Governance

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C&H Matter No. 1015-00001

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

Appointment of Nominating and Corporate Governance Committee

Adopted by Unanimous Written Consent Effective as of __, 2022

The undersigned, being all of the members of the Board of Directors (the "Board") of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), acting by unanimous written consent in lieu of a meeting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and the Bylaws of the Company, do hereby adopt the following recitals and resolutions:

RECITALS

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 bearing Employer Identification Number 83-4027615;

WHEREAS, the Board has previously authorized the Company's proposed initial public offering (the "IPO") of approximately $600,000,000 of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), to be listed on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI," and in connection therewith has authorized the confidential submission of a registration statement on Form S-1 (as amended or supplemented from time to time, the "Registration Statement") to the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder;

WHEREAS, in connection with the proposed IPO and the Company's anticipated listing on the NYSE, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to establish a Nominating and Corporate Governance Committee (the "Committee") of the Board, consistent with the Company's obligations under the applicable provisions of the NYSE Listed Company Manual (including, without limitation, Sections 303A.04 and 303A.00 thereof), which require that each listed company have a nominating/corporate governance committee composed of independent directors or otherwise comply with applicable exemptions set forth therein; provided, however, that the Company anticipates that it will qualify as a "controlled company" within the meaning of Section 303A.00 of the NYSE Listed Company Manual following the closing of the IPO, as Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership ("Pinnacle Vista"), is expected to hold approximately 49% of the post-IPO voting power of the Company at the base offering size, and, when combined with the shares of Common Stock held by Garrett Calloway and Elaine Briggs (together, the "Founders") and the board designation rights and other governance provisions set forth in the Amended and Restated Stockholders' Agreement (as defined below), the Company may effectively control a majority of its board composition, thereby entitling the Company to avail itself of certain exemptions from the NYSE independence requirements applicable to the nominating/corporate governance committee; notwithstanding the foregoing, the Board has elected to establish the Committee proactively in anticipation of the IPO to ensure proper corporate governance infrastructure is in place at the time of listing;

WHEREAS, the Amended and Restated Bylaws of the Company (the "Bylaws"), which are to become effective upon the closing of the IPO, authorize the Board to designate one or more committees of the Board and to delegate to such committees such powers and authority as the Board deems appropriate, subject to applicable law, and the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), which is also to become effective upon the closing of the IPO, does not restrict such delegation;

WHEREAS, the Company, Pinnacle Vista, Garrett Calloway, and Elaine Briggs intend to enter into an Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement"), to become effective upon the closing of the IPO, which, among other things, provides Pinnacle Vista with the right to designate a specified number of directors to the Board (subject to a step-down schedule tied to certain ownership thresholds of the Company's outstanding Common Stock), provides for the inclusion of a Pinnacle Vista designee on certain committees of the Board, and contains certain nomination and governance provisions applicable to the Founders and Pinnacle Vista; and

WHEREAS, the Board has reviewed the independence qualifications of each proposed member of the Committee under the applicable provisions of the NYSE Listed Company Manual (including Section 303A.02 thereof) and the rules and regulations of the SEC (including Rule 10A-3 under the Securities Exchange Act of 1934, as amended, to the extent applicable), and has determined as follows:

(i) Richard Estavez — The Board has determined that Mr. Estavez is an "independent director" within the meaning of Section 303A.02 of the NYSE Listed Company Manual and satisfies the independence requirements applicable to members of the Committee. Mr. Estavez has no material relationship with the Company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company) that would interfere with the exercise of his independent judgment in carrying out the responsibilities of a director.

(ii) Catherine Liang — The Board has determined that Ms. Liang is an "independent director" within the meaning of Section 303A.02 of the NYSE Listed Company Manual and satisfies the independence requirements applicable to members of the Committee. Ms. Liang has no material relationship with the Company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company) that would interfere with the exercise of her independent judgment in carrying out the responsibilities of a director.

(iii) Hugh Pemberton — The Board has determined that Mr. Pemberton is not an "independent director" within the meaning of Section 303A.02 of the NYSE Listed Company Manual, as he serves as a designee of Pinnacle Vista and is a Managing Director of Pinnacle Vista Capital Management, LLC, the general partner of Pinnacle Vista. Notwithstanding the foregoing, the Board has determined that Mr. Pemberton's inclusion on the Committee is appropriate and in the best interests of the Company and its stockholders in light of (A) the controlled-company exemption under Section 303A.00 of the NYSE Listed Company Manual, which permits the Committee to include non-independent directors, (B) Mr. Pemberton's extensive experience in board governance, strategic planning, and the renewable energy industry, and (C) the provisions of the Stockholders' Agreement providing for the inclusion of a Pinnacle Vista designee on certain Board committees.

NOW, THEREFORE, BE IT:

RESOLUTIONS

Resolution 1 — Establishment of the Nominating and Corporate Governance Committee

RESOLVED, that the Board of Directors of Calloway-Briggs Renewables Inc. hereby establishes a Nominating and Corporate Governance Committee of the Board (the "Committee"), effective upon the closing of the Company's initial public offering of Common Stock (the "IPO Closing"), such Committee to have the authority, duties, and responsibilities set forth in these resolutions and in the Nominating and Corporate Governance Committee Charter adopted pursuant to Resolution 3 below (the "Charter").

Resolution 2 — Appointment of Committee Members

RESOLVED, that, effective upon the IPO Closing, the following members of the Board are hereby appointed to serve as members of the Committee, in the capacities set forth below, until their respective successors are duly appointed or until their earlier death, resignation, removal from the Committee, or removal from the Board:

The Board has determined that the composition of the Committee set forth above satisfies the requirements of the NYSE Listed Company Manual applicable to the Company, taking into account the Company's anticipated status as a "controlled company" under Section 303A.00 thereof.

Resolution 3 — Adoption of Committee Charter

RESOLVED, that the Board hereby adopts the Nominating and Corporate Governance Committee Charter, substantially in the form presented to and reviewed by the Board and attached hereto as Exhibit A (as such charter may be amended from time to time, the "Charter"), which Charter shall become effective upon the IPO Closing. The Charter sets forth the purpose, composition, meeting requirements, duties and responsibilities, authority, and other operational matters of the Committee.

RESOLVED FURTHER, that, following the IPO Closing, the General Counsel and Corporate Secretary of the Company, Sandra Haverford, is hereby authorized and directed to cause the Charter to be posted on the Company's corporate website in accordance with the requirements of Section 303A.04(b)(i) of the NYSE Listed Company Manual, and to cause the Company's annual proxy statement to state that the Charter is available on such website, as required by applicable NYSE listing standards and SEC rules.

Resolution 4 — Delegation of Authority to the Committee

RESOLVED, that, subject to the terms and conditions of the Charter, the provisions of the DGCL, the Certificate of Incorporation, and the Bylaws, the Committee is hereby delegated the following responsibilities and authority, which the Committee shall exercise in its discretion and in accordance with applicable law and the Charter:

(a) Director Candidate Identification and Evaluation. Identifying and evaluating candidates for election or appointment to the Board, including reviewing the qualifications, independence, experience, background, and potential conflicts of interest of prospective director candidates, and developing and recommending to the Board criteria and qualifications for the selection of new directors, taking into account such factors as the Committee deems appropriate, including the needs and composition of the Board, applicable diversity considerations, and the requirements of applicable law and NYSE listing standards.

(b) Recommendation of Board Nominees. Recommending to the Board a slate of nominees for election by the stockholders at each annual meeting of stockholders of the Company, as well as recommending to the Board candidates to fill any vacancies or newly created directorships on the Board that may arise between annual meetings.

(c) Corporate Governance Guidelines. Developing and recommending to the Board a set of corporate governance guidelines and principles applicable to the Company (the "Corporate Governance Guidelines"), and reviewing and reassessing the adequacy of such guidelines on at least an annual basis and recommending any proposed changes to the Board.

(d) Oversight of Governance Practices. Overseeing the Company's corporate governance practices on an ongoing basis, including reviewing the adequacy and effectiveness of the Company's Certificate of Incorporation, Bylaws, and other governance documents, and recommending to the Board any amendments or modifications thereto that the Committee deems necessary or appropriate.

(e) Board and Committee Composition. Reviewing and making recommendations to the Board regarding the size and composition of the Board and each of its committees, including the allocation of directors among the committees of the Board, taking into account the independence, qualifications, and experience of directors and the requirements of applicable law, NYSE listing standards, and the Stockholders' Agreement.

(f) Board and Committee Evaluations. Overseeing and administering the annual self-evaluation process for the Board and each of its committees, including developing evaluation criteria and procedures and reporting the results of such evaluations to the full Board together with any recommendations for improvement.

(g) Director Orientation and Education. Reviewing and recommending to the Board policies and programs regarding the orientation of new directors and the continuing education of all directors, to ensure that members of the Board remain informed of developments in corporate governance, the Company's business and industry, and their fiduciary duties and responsibilities.

(h) Director Independence Determinations. Reviewing and assessing the independence of each director and director nominee under the applicable provisions of the NYSE Listed Company Manual and SEC rules, and reporting its findings and recommendations to the Board at least annually, or more frequently as circumstances may require.

(i) Stockholder Proposals. Considering and making recommendations to the Board regarding any stockholder proposals related to corporate governance matters submitted to the Company for inclusion in its proxy materials or otherwise properly brought before any meeting of stockholders.

(j) Coordination with Stockholders' Agreement. Consulting with the Pinnacle Vista designees on the Board and with the Founders, Garrett Calloway and Elaine Briggs, regarding board composition matters, in each case consistent with the terms and provisions of the Stockholders' Agreement, including Pinnacle Vista's board designation rights and the step-down schedule tied to ownership thresholds set forth therein, and ensuring that the Committee's actions and recommendations with respect to director nominations and board composition are carried out in a manner that respects and gives effect to the contractual rights of the parties to the Stockholders' Agreement, to the extent consistent with the Board's fiduciary duties under applicable law.

Resolution 5 — Compliance with NYSE Controlled-Company Exemption

RESOLVED, that the Board hereby acknowledges and confirms that, if, following the IPO Closing, the Company qualifies as a "controlled company" within the meaning of Section 303A.00 of the NYSE Listed Company Manual (i.e., more than 50% of the Company's voting power for the election of directors is held by an individual, a group, or another company), the Company may avail itself of the exemption from the NYSE requirement set forth in Section 303A.04(a) of the NYSE Listed Company Manual that the nominating/corporate governance committee be composed entirely of independent directors.

RESOLVED FURTHER, that the Board hereby notes and confirms that the inclusion of Hugh Pemberton on the Committee, notwithstanding his status as a non-independent director and designee of Pinnacle Vista, is made in reliance upon such controlled-company exemption and is consistent with the Company's anticipated controlled-company status following the IPO Closing.

RESOLVED FURTHER, that the Board hereby directs Sandra Haverford, General Counsel and Corporate Secretary of the Company, to monitor the Company's controlled-company status on an ongoing basis following the IPO Closing, including by tracking the voting power held by Pinnacle Vista, the Founders, and their respective affiliates, and to promptly advise the Board in the event that the Company ceases to qualify as a "controlled company" under NYSE listing standards, in which case the Board shall take all steps necessary and appropriate to comply with the phase-in requirements for full independence of the Committee set forth in Section 303A.00 of the NYSE Listed Company Manual within the timeframes prescribed therein (including, without limitation, having at least one independent member at the time the Company ceases to qualify as a controlled company, a majority of independent members within 90 days, and full independence within one year).

Resolution 6 — Interaction with Stockholders' Agreement Board Designation Rights

RESOLVED, that the Committee shall exercise its responsibilities, including its responsibilities with respect to the identification, evaluation, and nomination of candidates for election to the Board, in a manner consistent with the board designation rights and other provisions of the Stockholders' Agreement, including, without limitation:

(a) Pinnacle Vista's right, pursuant to the Stockholders' Agreement, to designate a specified number of directors to the Board, subject to ownership threshold step-downs as set forth therein (which step-down schedule provides for a reduction in the number of Pinnacle Vista designees as Pinnacle Vista's ownership of the Company's outstanding Common Stock decreases below specified levels);

(b) Any nomination, standstill, or voting provisions contained in the Stockholders' Agreement that impose obligations or restrictions on the Company, Pinnacle Vista, or the Founders with respect to the nomination and election of directors; and

(c) The rights and obligations of the Founders, Garrett Calloway and Elaine Briggs, under the Stockholders' Agreement, including any rights with respect to board membership, nomination, or governance matters.

RESOLVED FURTHER, that nothing in the foregoing resolution shall be deemed to limit or restrict the Board's fiduciary duties to the Company and all of its stockholders under the DGCL or other applicable law.

Resolution 7 — Authorization of Officers

RESOLVED, that each of Garrett Calloway, in his capacity as Co-Founder, Chairman, and Chief Executive Officer of the Company, Sandra Haverford, in her capacity as General Counsel and Corporate Secretary of the Company, and any other officer of the Company, is hereby authorized and directed, for and on behalf of the Company, to take or cause to be taken any and all actions, and to execute and deliver any and all documents, instruments, agreements, certificates, and filings, as any such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's determination that such document or action is necessary, appropriate, or advisable.

RESOLVED FURTHER, that without limiting the generality of the foregoing authorization, the actions that the authorized officers are empowered to take shall include, without limitation:

(i) filing any required documents, applications, notices, or certifications with the NYSE, the SEC, or any other applicable regulatory body in connection with the establishment and composition of the Committee;

(ii) making any public disclosures regarding the establishment, composition, and charter of the Committee, including in the Registration Statement, any amendment or supplement thereto, the Company's proxy statements, annual reports, or other filings with the SEC;

(iii) communicating with the NYSE, the SEC, and other regulatory authorities regarding the Company's compliance with applicable listing standards and rules relating to the Committee; and

(iv) taking any other actions as may be necessary or desirable to effectuate the foregoing resolutions.

Resolution 8 — General Authorization and Ratification

RESOLVED, that any and all actions heretofore taken by any officer or director of the Company in connection with the establishment of the Nominating and Corporate Governance Committee, the identification and evaluation of potential Committee members, the preparation and review of the Charter, and any and all other matters contemplated by the foregoing resolutions, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.

RESOLVED FURTHER, that the foregoing resolutions may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

[Remainder of this page intentionally left blank. Signature page, Exhibit A, and Consent of Directors follow.]

EXHIBIT A

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

CALLOWAY-BRIGGS RENEWABLES INC.

(Summary of Key Provisions)

The following sets forth a summary of the key provisions of the Nominating and Corporate Governance Committee Charter (the "Charter") of Calloway-Briggs Renewables Inc. (the "Company"), as adopted by the Board of Directors of the Company (the "Board") on the date set forth in the resolutions to which this Exhibit A is attached. The full text of the Charter is maintained in the corporate records of the Company and, following the IPO Closing, shall be posted on the Company's corporate website.

Section 1 — Purpose

The Nominating and Corporate Governance Committee (the "Committee") is established to assist the Board in fulfilling its responsibilities with respect to:

(i) identifying qualified candidates for membership on the Board and recommending to the Board director nominees for each annual meeting of stockholders and to fill any vacancies or newly created directorships on the Board;

(ii) developing, recommending, and maintaining sound corporate governance principles and practices applicable to the Company, including the development and periodic review of the Company's Corporate Governance Guidelines; and

(iii) overseeing the evaluation process for the Board, its committees, and management, and making recommendations to the Board based on such evaluations.

The Committee shall carry out its purpose in a manner consistent with the Company's Certificate of Incorporation, Bylaws, the Stockholders' Agreement, applicable law (including the DGCL), and the listing standards of the NYSE.

Section 2 — Composition

The Committee shall consist of a minimum of three (3) members of the Board, each of whom shall be appointed by the Board and shall serve at the pleasure of the Board until his or her successor is duly appointed or until his or her earlier death, resignation, removal from the Committee, or cessation of service as a director.

For so long as the Company qualifies as a "controlled company" within the meaning of Section 303A.00 of the NYSE Listed Company Manual, the Committee need not be composed entirely of independent directors as would otherwise be required by Section 303A.04(a) of the NYSE Listed Company Manual. Upon the Company's loss of controlled-company status, the Committee must transition to full independence within the applicable phase-in period prescribed by the NYSE Listed Company Manual, including (a) having at least one independent member at the time the Company ceases to qualify as a controlled company, (b) having a majority of independent members within 90 days of such date, and (c) achieving full independence within one year of such date.

The Chair of the Committee shall be designated by the Board. The Chair shall preside over all meetings of the Committee, set the agenda for Committee meetings in consultation with the other members and management, and report to the Board on the activities and findings of the Committee.

Section 3 — Meetings

The Committee shall meet on a regular basis at least four (4) times per year (i.e., at least quarterly) and at such additional times as the Chair or a majority of the Committee members may determine to be necessary or appropriate. Meetings may be held in person, by telephone, by videoconference, or by any other means of communication permitted under the DGCL and the Bylaws.

Special meetings of the Committee may be called by the Chair of the Committee, by any two members of the Committee, or by the Chairman of the Board, upon reasonable notice to all Committee members.

The Committee may invite members of management, including the Chief Executive Officer, the General Counsel, and other senior officers, as well as outside counsel (including representatives of Calderwood & Harkness LLP), independent consultants, search firm professionals, and other advisors, to attend meetings of the Committee as the Committee deems appropriate; provided, however, that the Committee shall meet in executive session without management present at least once per year and at such other times as the Committee deems appropriate.

A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee shall act by the affirmative vote of a majority of the members present at a meeting at which a quorum is present, or by unanimous written consent in lieu of a meeting in accordance with the DGCL and the Bylaws.

The Committee shall cause minutes to be prepared and maintained of each meeting of the Committee, which minutes shall be filed with the corporate records of the Company and made available to the full Board upon request.

Section 4 — Duties and Responsibilities

The Committee shall have the following duties and responsibilities, in addition to any other duties that may be assigned to it by the Board from time to time:

(a) Director Candidate Identification, Evaluation, and Nomination. Identify, screen, evaluate, and recommend to the Board qualified candidates for election or appointment to the Board, taking into account such factors as the Committee deems relevant, including the candidate's experience, qualifications, integrity, judgment, independence, potential conflicts of interest, ability to devote sufficient time and attention to Board duties, and such other factors as the Committee or the Board may establish from time to time.

(b) Annual Review of Board and Committee Composition. Review at least annually the composition of the Board and each of its committees, including the skills, experience, backgrounds, and diversity of the directors, and recommend to the Board any changes the Committee deems appropriate.

(c) Review of Director Independence. Review and assess the independence of each director and director nominee under applicable NYSE listing standards and SEC rules at least annually, and report its findings and recommendations to the Board.

(d) Corporate Governance Guidelines. Develop and recommend to the Board a set of Corporate Governance Guidelines, and review and reassess the adequacy of such guidelines at least annually and recommend any proposed changes to the Board.

(e) Oversight of Board and Committee Evaluation Process. Oversee and administer the annual self-evaluation process for the Board and each of its committees, develop evaluation criteria and procedures, and report the results of such evaluations to the full Board.

(f) Review of Stockholder Proposals. Consider and make recommendations to the Board regarding any stockholder proposals related to corporate governance matters.

(g) Coordination with Stockholders' Agreement. Coordinate with Pinnacle Vista and the Founders regarding board composition and director nomination matters, consistent with the board designation rights, step-down schedule, and other provisions of the Stockholders' Agreement.

(h) Director Compensation. Review and recommend to the Board policies regarding director compensation, in coordination with the Compensation Committee of the Board (which is chaired by Catherine Liang and includes Richard Estavez and Warren Okoro as members).

(i) Succession Planning. Oversee succession planning for the Chief Executive Officer and other senior officers of the Company, in coordination with the full Board.

(j) Other Duties. Perform such other duties and responsibilities as may be delegated to the Committee by the Board from time to time, consistent with the Company's Certificate of Incorporation, Bylaws, and applicable law.

Section 5 — Authority

In carrying out its duties and responsibilities, the Committee shall have the following authority:

(a) The authority to retain and terminate director search firms, legal counsel, and other advisors as the Committee deems necessary or appropriate in connection with the performance of its duties, without seeking the approval of the full Board.

(b) The sole authority to approve the fees and other terms of engagement for any search firms, legal counsel, or other advisors retained by the Committee, with such fees and expenses to be paid by the Company.

(c) Full access to all books, records, documents, and other information of the Company, and the authority to request any officer, employee, or advisor of the Company to attend meetings of the Committee or to provide information as the Committee may require.

(d) The authority to delegate any of its responsibilities to one or more subcommittees of the Committee, to the extent permitted by applicable law, the Certificate of Incorporation, and the Bylaws, provided that no such delegation shall relieve the Committee of its ultimate responsibility with respect to any delegated matter.

Section 6 — Annual Charter Review

The Committee shall review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval. Any amendments to this Charter shall be effective only upon approval by the Board.

[End of Exhibit A]

SIGNATURE PAGE AND CERTIFICATION

The undersigned, Sandra Haverford, General Counsel and Corporate Secretary of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), hereby certifies that the foregoing resolutions were duly adopted by the Board of Directors of the Company by unanimous written consent in lieu of a meeting, effective as of the date first set forth above, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and the Bylaws of the Company, and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.

This certification is being delivered in connection with the corporate governance resolutions adopted by the Board in preparation for the Company's initial public offering of Common Stock and shall be attached to or included in the Secretary's Certificate to be delivered at the IPO Closing.

Cross-Reference: These resolutions form part of the suite of corporate governance resolutions adopted by the Board in connection with the IPO, which suite includes, without limitation: (i) resolutions establishing the Audit Committee of the Board (with Warren Okoro designated as the "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K); and (ii) resolutions establishing the Compensation Committee of the Board (chaired by Catherine Liang, with members Richard Estavez and Warren Okoro).

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Sandra Haverford

Title: General Counsel & Corporate Secretary

Date: ________

CONSENT OF DIRECTORS

The undersigned, being all of the members of the Board of Directors of Calloway-Briggs Renewables Inc., a Delaware corporation, do hereby consent to and adopt the foregoing resolutions by unanimous written consent in lieu of a meeting, effective as of the date first set forth above, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the Bylaws of the Company.

All seven (7) directors of the Company have consented unanimously to the foregoing resolutions.

________________________________________

Garrett Calloway Co-Founder, Chairman & Chief Executive Officer

________________________________________

Elaine Briggs Co-Founder & President, Development

________________________________________

Hugh Pemberton Director (Pinnacle Vista Capital Partners Designee)

________________________________________

Diane Kovac Director (Pinnacle Vista Capital Partners Designee)

________________________________________

Warren Okoro Director

________________________________________

Catherine Liang Director

________________________________________

Richard Estavez Director

[End of Resolutions]

Name	Role on Committee	Independence Status
Richard Estavez	Chair	Independent
Catherine Liang	Member	Independent
Hugh Pemberton	Member	Non-independent (Pinnacle Vista designee)
Name	Affiliation	Independence Status
Garrett Calloway	Co-Founder, Chairman & CEO	Non-independent (management)
Elaine Briggs	Co-Founder & President, Development	Non-independent (management)
Hugh Pemberton	Pinnacle Vista Capital Partners	Non-independent (investor designee)
Diane Kovac	Pinnacle Vista Capital Partners	Non-independent (investor designee)
Warren Okoro	Independent Director	Independent
Catherine Liang	Independent Director	Independent
Richard Estavez	Independent Director	Independent

C&H Matter No. 1015-00001
RESOLUTIONS OF THE BOARD OF DIRECTORS OF CALLOWAY-BRIGGS RENEWABLES INC.
Appointment of Nominating and Corporate Governance Committee
Adopted by Unanimous Written Consent Effective as of __, 2022
The undersigned, being all of the members of the Board of Directors (the "Board") of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), acting by unanimous written consent in lieu of a meeting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and the Bylaws of the Company, do hereby adopt the following recitals and resolutions:
RECITALS
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 bearing Employer Identification Number 83-4027615;
WHEREAS, the Board has previously authorized the Company's proposed initial public offering (the "IPO") of approximately $600,000,000 of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), to be listed on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI," and in connection therewith has authorized the confidential submission of a registration statement on Form S-1 (as amended or supplemented from time to time, the "Registration Statement") to the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder;
WHEREAS, in connection with the proposed IPO and the Company's anticipated listing on the NYSE, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to establish a Nominating and Corporate Governance Committee (the "Committee") of the Board, consistent with the Company's obligations under the applicable provisions of the NYSE Listed Company Manual (including, without limitation, Sections 303A.04 and 303A.00 thereof), which require that each listed company have a nominating/corporate governance committee composed of independent directors or otherwise comply with applicable exemptions set forth therein; provided, however, that the Company anticipates that it will qualify as a "controlled company" within the meaning of Section 303A.00 of the NYSE Listed Company Manual following the closing of the IPO, as Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership ("Pinnacle Vista"), is expected to hold approximately 49% of the post-IPO voting power of the Company at the base offering size, and, when combined with the shares of Common Stock held by Garrett Calloway and Elaine Briggs (together, the "Founders") and the board designation rights and other governance provisions set forth in the Amended and Restated Stockholders' Agreement (as defined below), the Company may effectively control a majority of its board composition, thereby entitling the Company to avail itself of certain exemptions from the NYSE independence requirements applicable to the nominating/corporate governance committee; notwithstanding the foregoing, the Board has elected to establish the Committee proactively in anticipation of the IPO to ensure proper corporate governance infrastructure is in place at the time of listing;
WHEREAS, the Amended and Restated Bylaws of the Company (the "Bylaws"), which are to become effective upon the closing of the IPO, authorize the Board to designate one or more committees of the Board and to delegate to such committees such powers and authority as the Board deems appropriate, subject to applicable law, and the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), which is also to become effective upon the closing of the IPO, does not restrict such delegation;
WHEREAS, the Company, Pinnacle Vista, Garrett Calloway, and Elaine Briggs intend to enter into an Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement"), to become effective upon the closing of the IPO, which, among other things, provides Pinnacle Vista with the right to designate a specified number of directors to the Board (subject to a step-down schedule tied to certain ownership thresholds of the Company's outstanding Common Stock), provides for the inclusion of a Pinnacle Vista designee on certain committees of the Board, and contains certain nomination and governance provisions applicable to the Founders and Pinnacle Vista; and
WHEREAS, the Board has reviewed the independence qualifications of each proposed member of the Committee under the applicable provisions of the NYSE Listed Company Manual (including Section 303A.02 thereof) and the rules and regulations of the SEC (including Rule 10A-3 under the Securities Exchange Act of 1934, as amended, to the extent applicable), and has determined as follows:
(i) Richard Estavez — The Board has determined that Mr. Estavez is an "independent director" within the meaning of Section 303A.02 of the NYSE Listed Company Manual and satisfies the independence requirements applicable to members of the Committee. Mr. Estavez has no material relationship with the Company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company) that would interfere with the exercise of his independent judgment in carrying out the responsibilities of a director.
(ii) Catherine Liang — The Board has determined that Ms. Liang is an "independent director" within the meaning of Section 303A.02 of the NYSE Listed Company Manual and satisfies the independence requirements applicable to members of the Committee. Ms. Liang has no material relationship with the Company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company) that would interfere with the exercise of her independent judgment in carrying out the responsibilities of a director.
(iii) Hugh Pemberton — The Board has determined that Mr. Pemberton is not an "independent director" within the meaning of Section 303A.02 of the NYSE Listed Company Manual, as he serves as a designee of Pinnacle Vista and is a Managing Director of Pinnacle Vista Capital Management, LLC, the general partner of Pinnacle Vista. Notwithstanding the foregoing, the Board has determined that Mr. Pemberton's inclusion on the Committee is appropriate and in the best interests of the Company and its stockholders in light of (A) the controlled-company exemption under Section 303A.00 of the NYSE Listed Company Manual, which permits the Committee to include non-independent directors, (B) Mr. Pemberton's extensive experience in board governance, strategic planning, and the renewable energy industry, and (C) the provisions of the Stockholders' Agreement providing for the inclusion of a Pinnacle Vista designee on certain Board committees.
NOW, THEREFORE, BE IT:
RESOLUTIONS
Resolution 1 — Establishment of the Nominating and Corporate Governance Committee
RESOLVED, that the Board of Directors of Calloway-Briggs Renewables Inc. hereby establishes a Nominating and Corporate Governance Committee of the Board (the "Committee"), effective upon the closing of the Company's initial public offering of Common Stock (the "IPO Closing"), such Committee to have the authority, duties, and responsibilities set forth in these resolutions and in the Nominating and Corporate Governance Committee Charter adopted pursuant to Resolution 3 below (the "Charter").
Resolution 2 — Appointment of Committee Members
RESOLVED, that, effective upon the IPO Closing, the following members of the Board are hereby appointed to serve as members of the Committee, in the capacities set forth below, until their respective successors are duly appointed or until their earlier death, resignation, removal from the Committee, or removal from the Board:
The Board has determined that the composition of the Committee set forth above satisfies the requirements of the NYSE Listed Company Manual applicable to the Company, taking into account the Company's anticipated status as a "controlled company" under Section 303A.00 thereof.
Resolution 3 — Adoption of Committee Charter
RESOLVED, that the Board hereby adopts the Nominating and Corporate Governance Committee Charter, substantially in the form presented to and reviewed by the Board and attached hereto as Exhibit A (as such charter may be amended from time to time, the "Charter"), which Charter shall become effective upon the IPO Closing. The Charter sets forth the purpose, composition, meeting requirements, duties and responsibilities, authority, and other operational matters of the Committee.
RESOLVED FURTHER, that, following the IPO Closing, the General Counsel and Corporate Secretary of the Company, Sandra Haverford, is hereby authorized and directed to cause the Charter to be posted on the Company's corporate website in accordance with the requirements of Section 303A.04(b)(i) of the NYSE Listed Company Manual, and to cause the Company's annual proxy statement to state that the Charter is available on such website, as required by applicable NYSE listing standards and SEC rules.
Resolution 4 — Delegation of Authority to the Committee
RESOLVED, that, subject to the terms and conditions of the Charter, the provisions of the DGCL, the Certificate of Incorporation, and the Bylaws, the Committee is hereby delegated the following responsibilities and authority, which the Committee shall exercise in its discretion and in accordance with applicable law and the Charter:
(a) Director Candidate Identification and Evaluation. Identifying and evaluating candidates for election or appointment to the Board, including reviewing the qualifications, independence, experience, background, and potential conflicts of interest of prospective director candidates, and developing and recommending to the Board criteria and qualifications for the selection of new directors, taking into account such factors as the Committee deems appropriate, including the needs and composition of the Board, applicable diversity considerations, and the requirements of applicable law and NYSE listing standards.
(b) Recommendation of Board Nominees. Recommending to the Board a slate of nominees for election by the stockholders at each annual meeting of stockholders of the Company, as well as recommending to the Board candidates to fill any vacancies or newly created directorships on the Board that may arise between annual meetings.
(c) Corporate Governance Guidelines. Developing and recommending to the Board a set of corporate governance guidelines and principles applicable to the Company (the "Corporate Governance Guidelines"), and reviewing and reassessing the adequacy of such guidelines on at least an annual basis and recommending any proposed changes to the Board.
(d) Oversight of Governance Practices. Overseeing the Company's corporate governance practices on an ongoing basis, including reviewing the adequacy and effectiveness of the Company's Certificate of Incorporation, Bylaws, and other governance documents, and recommending to the Board any amendments or modifications thereto that the Committee deems necessary or appropriate.
(e) Board and Committee Composition. Reviewing and making recommendations to the Board regarding the size and composition of the Board and each of its committees, including the allocation of directors among the committees of the Board, taking into account the independence, qualifications, and experience of directors and the requirements of applicable law, NYSE listing standards, and the Stockholders' Agreement.
(f) Board and Committee Evaluations. Overseeing and administering the annual self-evaluation process for the Board and each of its committees, including developing evaluation criteria and procedures and reporting the results of such evaluations to the full Board together with any recommendations for improvement.
(g) Director Orientation and Education. Reviewing and recommending to the Board policies and programs regarding the orientation of new directors and the continuing education of all directors, to ensure that members of the Board remain informed of developments in corporate governance, the Company's business and industry, and their fiduciary duties and responsibilities.
(h) Director Independence Determinations. Reviewing and assessing the independence of each director and director nominee under the applicable provisions of the NYSE Listed Company Manual and SEC rules, and reporting its findings and recommendations to the Board at least annually, or more frequently as circumstances may require.
(i) Stockholder Proposals. Considering and making recommendations to the Board regarding any stockholder proposals related to corporate governance matters submitted to the Company for inclusion in its proxy materials or otherwise properly brought before any meeting of stockholders.
(j) Coordination with Stockholders' Agreement. Consulting with the Pinnacle Vista designees on the Board and with the Founders, Garrett Calloway and Elaine Briggs, regarding board composition matters, in each case consistent with the terms and provisions of the Stockholders' Agreement, including Pinnacle Vista's board designation rights and the step-down schedule tied to ownership thresholds set forth therein, and ensuring that the Committee's actions and recommendations with respect to director nominations and board composition are carried out in a manner that respects and gives effect to the contractual rights of the parties to the Stockholders' Agreement, to the extent consistent with the Board's fiduciary duties under applicable law.
Resolution 5 — Compliance with NYSE Controlled-Company Exemption
RESOLVED, that the Board hereby acknowledges and confirms that, if, following the IPO Closing, the Company qualifies as a "controlled company" within the meaning of Section 303A.00 of the NYSE Listed Company Manual (i.e., more than 50% of the Company's voting power for the election of directors is held by an individual, a group, or another company), the Company may avail itself of the exemption from the NYSE requirement set forth in Section 303A.04(a) of the NYSE Listed Company Manual that the nominating/corporate governance committee be composed entirely of independent directors.
RESOLVED FURTHER, that the Board hereby notes and confirms that the inclusion of Hugh Pemberton on the Committee, notwithstanding his status as a non-independent director and designee of Pinnacle Vista, is made in reliance upon such controlled-company exemption and is consistent with the Company's anticipated controlled-company status following the IPO Closing.
RESOLVED FURTHER, that the Board hereby directs Sandra Haverford, General Counsel and Corporate Secretary of the Company, to monitor the Company's controlled-company status on an ongoing basis following the IPO Closing, including by tracking the voting power held by Pinnacle Vista, the Founders, and their respective affiliates, and to promptly advise the Board in the event that the Company ceases to qualify as a "controlled company" under NYSE listing standards, in which case the Board shall take all steps necessary and appropriate to comply with the phase-in requirements for full independence of the Committee set forth in Section 303A.00 of the NYSE Listed Company Manual within the timeframes prescribed therein (including, without limitation, having at least one independent member at the time the Company ceases to qualify as a controlled company, a majority of independent members within 90 days, and full independence within one year).
Resolution 6 — Interaction with Stockholders' Agreement Board Designation Rights
RESOLVED, that the Committee shall exercise its responsibilities, including its responsibilities with respect to the identification, evaluation, and nomination of candidates for election to the Board, in a manner consistent with the board designation rights and other provisions of the Stockholders' Agreement, including, without limitation:
(a) Pinnacle Vista's right, pursuant to the Stockholders' Agreement, to designate a specified number of directors to the Board, subject to ownership threshold step-downs as set forth therein (which step-down schedule provides for a reduction in the number of Pinnacle Vista designees as Pinnacle Vista's ownership of the Company's outstanding Common Stock decreases below specified levels);
(b) Any nomination, standstill, or voting provisions contained in the Stockholders' Agreement that impose obligations or restrictions on the Company, Pinnacle Vista, or the Founders with respect to the nomination and election of directors; and
(c) The rights and obligations of the Founders, Garrett Calloway and Elaine Briggs, under the Stockholders' Agreement, including any rights with respect to board membership, nomination, or governance matters.
RESOLVED FURTHER, that nothing in the foregoing resolution shall be deemed to limit or restrict the Board's fiduciary duties to the Company and all of its stockholders under the DGCL or other applicable law.
Resolution 7 — Authorization of Officers
RESOLVED, that each of Garrett Calloway, in his capacity as Co-Founder, Chairman, and Chief Executive Officer of the Company, Sandra Haverford, in her capacity as General Counsel and Corporate Secretary of the Company, and any other officer of the Company, is hereby authorized and directed, for and on behalf of the Company, to take or cause to be taken any and all actions, and to execute and deliver any and all documents, instruments, agreements, certificates, and filings, as any such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's determination that such document or action is necessary, appropriate, or advisable.
RESOLVED FURTHER, that without limiting the generality of the foregoing authorization, the actions that the authorized officers are empowered to take shall include, without limitation:
(i) filing any required documents, applications, notices, or certifications with the NYSE, the SEC, or any other applicable regulatory body in connection with the establishment and composition of the Committee;
(ii) making any public disclosures regarding the establishment, composition, and charter of the Committee, including in the Registration Statement, any amendment or supplement thereto, the Company's proxy statements, annual reports, or other filings with the SEC;
(iii) communicating with the NYSE, the SEC, and other regulatory authorities regarding the Company's compliance with applicable listing standards and rules relating to the Committee; and
(iv) taking any other actions as may be necessary or desirable to effectuate the foregoing resolutions.
Resolution 8 — General Authorization and Ratification
RESOLVED, that any and all actions heretofore taken by any officer or director of the Company in connection with the establishment of the Nominating and Corporate Governance Committee, the identification and evaluation of potential Committee members, the preparation and review of the Charter, and any and all other matters contemplated by the foregoing resolutions, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
RESOLVED FURTHER, that the foregoing resolutions may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
[Remainder of this page intentionally left blank. Signature page, Exhibit A, and Consent of Directors follow.]
EXHIBIT A
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
CALLOWAY-BRIGGS RENEWABLES INC.
(Summary of Key Provisions)
The following sets forth a summary of the key provisions of the Nominating and Corporate Governance Committee Charter (the "Charter") of Calloway-Briggs Renewables Inc. (the "Company"), as adopted by the Board of Directors of the Company (the "Board") on the date set forth in the resolutions to which this Exhibit A is attached. The full text of the Charter is maintained in the corporate records of the Company and, following the IPO Closing, shall be posted on the Company's corporate website.
Section 1 — Purpose
The Nominating and Corporate Governance Committee (the "Committee") is established to assist the Board in fulfilling its responsibilities with respect to:
(i) identifying qualified candidates for membership on the Board and recommending to the Board director nominees for each annual meeting of stockholders and to fill any vacancies or newly created directorships on the Board;
(ii) developing, recommending, and maintaining sound corporate governance principles and practices applicable to the Company, including the development and periodic review of the Company's Corporate Governance Guidelines; and
(iii) overseeing the evaluation process for the Board, its committees, and management, and making recommendations to the Board based on such evaluations.
The Committee shall carry out its purpose in a manner consistent with the Company's Certificate of Incorporation, Bylaws, the Stockholders' Agreement, applicable law (including the DGCL), and the listing standards of the NYSE.
Section 2 — Composition
The Committee shall consist of a minimum of three (3) members of the Board, each of whom shall be appointed by the Board and shall serve at the pleasure of the Board until his or her successor is duly appointed or until his or her earlier death, resignation, removal from the Committee, or cessation of service as a director.
For so long as the Company qualifies as a "controlled company" within the meaning of Section 303A.00 of the NYSE Listed Company Manual, the Committee need not be composed entirely of independent directors as would otherwise be required by Section 303A.04(a) of the NYSE Listed Company Manual. Upon the Company's loss of controlled-company status, the Committee must transition to full independence within the applicable phase-in period prescribed by the NYSE Listed Company Manual, including (a) having at least one independent member at the time the Company ceases to qualify as a controlled company, (b) having a majority of independent members within 90 days of such date, and (c) achieving full independence within one year of such date.
The Chair of the Committee shall be designated by the Board. The Chair shall preside over all meetings of the Committee, set the agenda for Committee meetings in consultation with the other members and management, and report to the Board on the activities and findings of the Committee.
Section 3 — Meetings
The Committee shall meet on a regular basis at least four (4) times per year (i.e., at least quarterly) and at such additional times as the Chair or a majority of the Committee members may determine to be necessary or appropriate. Meetings may be held in person, by telephone, by videoconference, or by any other means of communication permitted under the DGCL and the Bylaws.
Special meetings of the Committee may be called by the Chair of the Committee, by any two members of the Committee, or by the Chairman of the Board, upon reasonable notice to all Committee members.
The Committee may invite members of management, including the Chief Executive Officer, the General Counsel, and other senior officers, as well as outside counsel (including representatives of Calderwood & Harkness LLP), independent consultants, search firm professionals, and other advisors, to attend meetings of the Committee as the Committee deems appropriate; provided, however, that the Committee shall meet in executive session without management present at least once per year and at such other times as the Committee deems appropriate.
A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee shall act by the affirmative vote of a majority of the members present at a meeting at which a quorum is present, or by unanimous written consent in lieu of a meeting in accordance with the DGCL and the Bylaws.
The Committee shall cause minutes to be prepared and maintained of each meeting of the Committee, which minutes shall be filed with the corporate records of the Company and made available to the full Board upon request.
Section 4 — Duties and Responsibilities
The Committee shall have the following duties and responsibilities, in addition to any other duties that may be assigned to it by the Board from time to time:
(a) Director Candidate Identification, Evaluation, and Nomination. Identify, screen, evaluate, and recommend to the Board qualified candidates for election or appointment to the Board, taking into account such factors as the Committee deems relevant, including the candidate's experience, qualifications, integrity, judgment, independence, potential conflicts of interest, ability to devote sufficient time and attention to Board duties, and such other factors as the Committee or the Board may establish from time to time.
(b) Annual Review of Board and Committee Composition. Review at least annually the composition of the Board and each of its committees, including the skills, experience, backgrounds, and diversity of the directors, and recommend to the Board any changes the Committee deems appropriate.
(c) Review of Director Independence. Review and assess the independence of each director and director nominee under applicable NYSE listing standards and SEC rules at least annually, and report its findings and recommendations to the Board.
(d) Corporate Governance Guidelines. Develop and recommend to the Board a set of Corporate Governance Guidelines, and review and reassess the adequacy of such guidelines at least annually and recommend any proposed changes to the Board.
(e) Oversight of Board and Committee Evaluation Process. Oversee and administer the annual self-evaluation process for the Board and each of its committees, develop evaluation criteria and procedures, and report the results of such evaluations to the full Board.
(f) Review of Stockholder Proposals. Consider and make recommendations to the Board regarding any stockholder proposals related to corporate governance matters.
(g) Coordination with Stockholders' Agreement. Coordinate with Pinnacle Vista and the Founders regarding board composition and director nomination matters, consistent with the board designation rights, step-down schedule, and other provisions of the Stockholders' Agreement.
(h) Director Compensation. Review and recommend to the Board policies regarding director compensation, in coordination with the Compensation Committee of the Board (which is chaired by Catherine Liang and includes Richard Estavez and Warren Okoro as members).
(i) Succession Planning. Oversee succession planning for the Chief Executive Officer and other senior officers of the Company, in coordination with the full Board.
(j) Other Duties. Perform such other duties and responsibilities as may be delegated to the Committee by the Board from time to time, consistent with the Company's Certificate of Incorporation, Bylaws, and applicable law.
Section 5 — Authority
In carrying out its duties and responsibilities, the Committee shall have the following authority:
(a) The authority to retain and terminate director search firms, legal counsel, and other advisors as the Committee deems necessary or appropriate in connection with the performance of its duties, without seeking the approval of the full Board.
(b) The sole authority to approve the fees and other terms of engagement for any search firms, legal counsel, or other advisors retained by the Committee, with such fees and expenses to be paid by the Company.
(c) Full access to all books, records, documents, and other information of the Company, and the authority to request any officer, employee, or advisor of the Company to attend meetings of the Committee or to provide information as the Committee may require.
(d) The authority to delegate any of its responsibilities to one or more subcommittees of the Committee, to the extent permitted by applicable law, the Certificate of Incorporation, and the Bylaws, provided that no such delegation shall relieve the Committee of its ultimate responsibility with respect to any delegated matter.
Section 6 — Annual Charter Review
The Committee shall review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval. Any amendments to this Charter shall be effective only upon approval by the Board.
[End of Exhibit A]
SIGNATURE PAGE AND CERTIFICATION
The undersigned, Sandra Haverford, General Counsel and Corporate Secretary of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Company"), hereby certifies that the foregoing resolutions were duly adopted by the Board of Directors of the Company by unanimous written consent in lieu of a meeting, effective as of the date first set forth above, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and the Bylaws of the Company, and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.
This certification is being delivered in connection with the corporate governance resolutions adopted by the Board in preparation for the Company's initial public offering of Common Stock and shall be attached to or included in the Secretary's Certificate to be delivered at the IPO Closing.
Cross-Reference: These resolutions form part of the suite of corporate governance resolutions adopted by the Board in connection with the IPO, which suite includes, without limitation: (i) resolutions establishing the Audit Committee of the Board (with Warren Okoro designated as the "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K); and (ii) resolutions establishing the Compensation Committee of the Board (chaired by Catherine Liang, with members Richard Estavez and Warren Okoro).
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Sandra Haverford
Title: General Counsel & Corporate Secretary
Date: ________
CONSENT OF DIRECTORS
The undersigned, being all of the members of the Board of Directors of Calloway-Briggs Renewables Inc., a Delaware corporation, do hereby consent to and adopt the foregoing resolutions by unanimous written consent in lieu of a meeting, effective as of the date first set forth above, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the Bylaws of the Company.
All seven (7) directors of the Company have consented unanimously to the foregoing resolutions.
________________________________________
Garrett Calloway Co-Founder, Chairman & Chief Executive Officer
________________________________________
Elaine Briggs Co-Founder & President, Development
________________________________________
Hugh Pemberton Director (Pinnacle Vista Capital Partners Designee)
________________________________________
Diane Kovac Director (Pinnacle Vista Capital Partners Designee)
________________________________________
Warren Okoro Director
________________________________________
Catherine Liang Director
________________________________________
Richard Estavez Director
[End of Resolutions]
Name | Role on Committee | Independence Status
Richard Estavez | Chair | Independent
Catherine Liang | Member | Independent
Hugh Pemberton | Member | Non-independent (Pinnacle Vista designee)
Name | Affiliation | Independence Status
Garrett Calloway | Co-Founder, Chairman & CEO | Non-independent (management)
Elaine Briggs | Co-Founder & President, Development | Non-independent (management)
Hugh Pemberton | Pinnacle Vista Capital Partners | Non-independent (investor designee)
Diane Kovac | Pinnacle Vista Capital Partners | Non-independent (investor designee)
Warren Okoro | Independent Director | Independent
Catherine Liang | Independent Director | Independent
Richard Estavez | Independent Director | Independent

C&H Matter No. 1015-00001

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

RECITALS

NOW, THEREFORE, BE IT:

RESOLUTIONS

EXHIBIT A

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

CALLOWAY-BRIGGS RENEWABLES INC.

SIGNATURE PAGE AND CERTIFICATION

CALLOWAY-BRIGGS RENEWABLES INC.

CONSENT OF DIRECTORS

Record

Parties

Dates

Amounts