WRITTEN CONSENT OF STOCKHOLDERS
OF
CALLOWAY-BRIGGS RENEWABLES INC.
IN LIEU OF A SPECIAL MEETING
Action by Written Consent Pursuant to Section 228 of the Delaware General Corporation Law
Entity: Calloway-Briggs Renewables Inc., a Delaware corporation
RECITALS
A. Authority Under Delaware Law. The undersigned are stockholders of Calloway-Briggs Renewables Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "CBR"). Section 228 of the Delaware General Corporation Law (the "DGCL") provides that any action required or permitted to be taken at any annual or special meeting of stockholders of a corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted. The Company's existing Certificate of Incorporation, as heretofore amended (the "Existing Certificate"), and the Company's existing Bylaws, as heretofore amended (the "Existing Bylaws"), do not contain any provision prohibiting, restricting, or otherwise limiting the ability of stockholders to act by written consent in lieu of a meeting. Accordingly, this Written Consent is being executed and delivered in accordance with, and pursuant to the authority conferred by, Section 228 of the DGCL.
B. Identification of Consenting Stockholders. The undersigned consenting stockholders are the following:
(i) Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership ("Pinnacle Vista" or "PVCP III"), the general partner of which is Pinnacle Vista Capital Management LLC, a Delaware limited liability company, with principal offices located at 900 Park Avenue, 38th Floor, New York, NY 10021. Pinnacle Vista holds approximately 62,000,000 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock"), representing approximately 62% of the total number of outstanding shares of Common Stock entitled to vote on the matters set forth herein;
(ii) Garrett Calloway, an individual and Co-Founder, Chairman, and Chief Executive Officer of the Company, who holds shares of Common Stock representing a portion of the approximately 24% of the outstanding shares of Common Stock held by founders and members of Company management; and
(iii) Elaine Briggs, an individual and Co-Founder and President, Development of the Company, who holds shares of Common Stock representing a portion of the approximately 24% of the outstanding shares of Common Stock held by founders and members of Company management.
Collectively, the undersigned represent more than 90% of the total voting power of the outstanding shares of capital stock of the Company entitled to vote on the matters set forth in this Written Consent, which percentage exceeds the minimum number of votes that would be necessary to authorize or take each of the actions described below at a meeting at which all shares of stock entitled to vote thereon were present and voted.
C. Background and Purpose. The Board of Directors of the Company (the "Board") has adopted resolutions, copies of which have been provided to the undersigned, (i) approving and declaring advisable the Amended and Restated Certificate of Incorporation of the Company, substantially in the form attached hereto as Exhibit A (the "IPO Charter"), (ii) approving the 2022 Omnibus Equity Incentive Plan of the Company, substantially in the form attached hereto as Exhibit B (the "Equity Incentive Plan"), and (iii) approving the 2022 Employee Stock Purchase Plan of the Company, substantially in the form attached hereto as Exhibit C (the "ESPP" and, together with the IPO Charter and the Equity Incentive Plan, the "IPO Governance Documents"), in each case subject to and expressly contingent upon the approval of the stockholders of the Company. The Board has unanimously recommended that the stockholders of the Company adopt the IPO Charter and approve each of the Equity Incentive Plan and the ESPP in connection with the Company's proposed initial public offering of shares of Common Stock (the "IPO").
In connection with the IPO, the Company proposes to register for sale approximately $600,000,000 of shares of Common Stock (par value $0.01 per share) with the Securities and Exchange Commission (the "SEC") pursuant to a Registration Statement on Form S-1, and to list the shares of Common Stock on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." As of the date hereof, giving effect to the conversion of all outstanding shares of preferred stock and the reclassification of equity contemplated in connection with the IPO, the Company has approximately 100,000,000 shares of Common Stock issued and outstanding on a fully diluted basis. Following the completion of the IPO, the Company expects to have approximately 127,272,727 shares of Common Stock issued and outstanding on a fully exercised basis.
D. Sufficiency of Consent. Each of the actions set forth below requires the affirmative vote (or written consent) of the holders of a majority of the outstanding shares of stock entitled to vote thereon, or such greater vote as may be required under the DGCL, the Existing Certificate, or the Existing Bylaws. Without limiting the generality of the foregoing, the adoption of the IPO Charter requires the affirmative vote of the holders of a majority of the outstanding shares of stock entitled to vote thereon pursuant to Section 242 of the DGCL. The undersigned, holding in the aggregate more than 90% of the total voting power of the outstanding shares of capital stock of the Company entitled to vote on the matters set forth herein, constitute a sufficient number of holders to authorize and approve each of the resolutions set forth in this Written Consent.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and understandings set forth herein, and intending to be legally bound, the undersigned stockholders of the Company hereby consent in writing to the adoption of the following resolutions and the taking of the actions authorized thereby, in each case effective as of the date of the last signature affixed hereto (the "Effective Date"):
RESOLUTION 1
ADOPTION OF THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
WHEREAS, the Board has approved and declared advisable the Amended and Restated Certificate of Incorporation of Calloway-Briggs Renewables Inc. (the "IPO Charter"), a complete and correct copy of which is attached hereto as Exhibit A and incorporated herein by reference;
WHEREAS, the IPO Charter will amend and restate in its entirety the Company's Existing Certificate, and shall become effective upon its filing with the Secretary of State of the State of Delaware, which filing is to occur in connection with, and immediately prior to, the closing of the IPO;
WHEREAS, the key provisions of the IPO Charter include, without limitation, the following:
(a) provisions establishing the authorized capital stock of the Company, including the authorized number of shares of Common Stock (par value $0.01 per share) and the authorized number of shares of preferred stock (par value $0.01 per share), and granting the Board authority to issue shares of preferred stock in one or more series and to fix the designations, preferences, powers, and relative, participating, optional, and other special rights of each such series and the qualifications, limitations, and restrictions thereof, without further stockholder approval;
(b) a dual-class sundown provision providing for the automatic termination of the dual-class voting structure and the conversion of all outstanding shares of Class B Common Stock (if any) into shares of Class A Common Stock upon the occurrence of certain specified triggering events, including the date on which the holders of Class B Common Stock collectively hold less than a specified percentage of the total voting power of the Company;
(c) a classified board structure, pursuant to which the Board shall be divided into three classes of directors (Class I, Class II, and Class III), with each class serving staggered three-year terms, and directors subject to removal only for cause by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of the then-outstanding shares of capital stock entitled to vote thereon;
(d) anti-takeover provisions, including provisions implementing the protections afforded by Section 203 of the DGCL governing business combinations with interested stockholders, and other protective measures consistent with the Company's governance objectives as a newly public company;
(e) an exclusive forum provision designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) as the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, or agent of the Company to the Company or the Company's stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, the Existing Certificate, the IPO Charter, or the Bylaws of the Company (as in effect from time to time), or (4) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said court having personal jurisdiction over the indispensable parties named as defendants therein;
(f) a provision eliminating the ability of stockholders to act by written consent following the effectiveness of the IPO Charter, such that any action required or permitted to be taken by stockholders must thereafter be taken at a duly called annual or special meeting of stockholders;
(g) supermajority voting requirements for certain amendments to the IPO Charter, including amendments to the provisions relating to the classified board structure, the exclusive forum provision, the elimination of stockholder action by written consent, and certain other governance provisions, requiring the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of the then-outstanding shares of capital stock entitled to vote thereon; and
(h) provisions related to the renunciation of certain corporate opportunities, consistent with Section 122(17) of the DGCL, acknowledging and agreeing that Pinnacle Vista Capital Partners III, LP, Pinnacle Vista Capital Management LLC, and their respective affiliates, partners, principals, directors, officers, members, managers, and employees shall not have any duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as the Company, and that the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any such business opportunities that are from time to time presented to Pinnacle Vista or its affiliates, except for those business opportunities expressly offered to a director or officer of the Company in his or her capacity as a director or officer of the Company.
WHEREAS, the Board has unanimously recommended that the stockholders adopt the IPO Charter.
NOW, THEREFORE, BE IT RESOLVED, that the undersigned stockholders hereby adopt, approve, and authorize the Amended and Restated Certificate of Incorporation of the Company in substantially the form attached hereto as Exhibit A (the "IPO Charter"), with such changes, additions, modifications, or corrections thereto as the officers of the Company, with the advice of the Company's legal counsel, may approve prior to the filing thereof with the Secretary of State of the State of Delaware, such approval to be conclusively evidenced by the execution and filing of such document.
FURTHER RESOLVED, that the officers of the Company, including without limitation the Chief Executive Officer, the Chief Financial Officer, and the General Counsel and Corporate Secretary, are hereby authorized, empowered, and directed to execute and file the IPO Charter with the Secretary of State of the State of Delaware at such time as such officers determine appropriate in connection with the closing of the IPO, and to take all such additional actions and execute all such additional documents as may be necessary or desirable in connection therewith.
FURTHER RESOLVED, that the filing and effectiveness of the IPO Charter is expressly conditioned upon the closing of the IPO, and the IPO Charter shall not be filed with the Secretary of State of the State of Delaware unless and until the closing of the IPO shall have occurred or shall be occurring substantially simultaneously therewith.
RESOLUTION 2
APPROVAL OF THE 2022 OMNIBUS EQUITY INCENTIVE PLAN
WHEREAS, the Board has approved the 2022 Omnibus Equity Incentive Plan of Calloway-Briggs Renewables Inc. (the "Equity Incentive Plan"), a complete and correct copy of which is attached hereto as Exhibit B and incorporated herein by reference, and has unanimously recommended that the stockholders approve the Equity Incentive Plan;
WHEREAS, the Equity Incentive Plan provides for the grant of stock options (including both incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance stock units ("PSUs"), dividend equivalents, and other equity-based and cash-based awards to eligible employees, consultants, and non-employee directors of the Company and its subsidiaries, in order to attract, retain, and motivate such individuals and to align their interests with those of the Company's stockholders;
WHEREAS, the Equity Incentive Plan reserves an aggregate of 12,727,273 shares of Common Stock for issuance thereunder, which number represents approximately 10% of the total number of shares of Common Stock expected to be outstanding on a fully exercised basis following the closing of the IPO (i.e., 127,272,727 shares);
WHEREAS, the Equity Incentive Plan includes an evergreen provision pursuant to which the number of shares of Common Stock available for issuance under the Equity Incentive Plan shall be automatically increased on the first day of each fiscal year of the Company, commencing with the first fiscal year beginning after the closing of the IPO, by the lesser of (a) a number of shares equal to 5% of the total number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year, or (b) such lesser number of shares as the Compensation Committee of the Board (or such other committee designated to administer the Equity Incentive Plan) may determine;
WHEREAS, approval of the Equity Incentive Plan by the stockholders of the Company is intended to satisfy the stockholder approval requirements of the NYSE Listed Company Manual Section 303A.08, applicable requirements of Section 422 of the Code with respect to incentive stock options, and such other applicable legal and regulatory requirements as may be relevant; and
WHEREAS, the Board has unanimously recommended that the stockholders approve the Equity Incentive Plan.
NOW, THEREFORE, BE IT RESOLVED, that the undersigned stockholders hereby approve the 2022 Omnibus Equity Incentive Plan of the Company in substantially the form attached hereto as Exhibit B, including the reservation of 12,727,273 shares of Common Stock for issuance thereunder and the evergreen provision described therein.
FURTHER RESOLVED, that the officers of the Company are hereby authorized, empowered, and directed to take all actions necessary or desirable to implement the Equity Incentive Plan, including, without limitation, the preparation, execution, and filing with the SEC of one or more registration statements on Form S-8 (or any successor form) to register the shares of Common Stock reserved for issuance under the Equity Incentive Plan, and to take all such additional actions and execute all such additional documents, instruments, and certificates as may be necessary or desirable in connection therewith.
FURTHER RESOLVED, that the effectiveness of the Equity Incentive Plan, and the authority to grant awards thereunder, is expressly conditioned upon the closing of the IPO, and no awards shall be granted under the Equity Incentive Plan unless and until the closing of the IPO shall have occurred.
RESOLUTION 3
APPROVAL OF THE 2022 EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, the Board has approved the 2022 Employee Stock Purchase Plan of Calloway-Briggs Renewables Inc. (the "ESPP"), a complete and correct copy of which is attached hereto as Exhibit C and incorporated herein by reference, and has unanimously recommended that the stockholders approve the ESPP;
WHEREAS, the ESPP is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Code, and is designed to provide eligible employees of the Company and its designated subsidiaries with an opportunity to purchase shares of Common Stock through accumulated payroll deductions during specified offering periods, thereby encouraging employee stock ownership and alignment of the interests of employees with those of the Company's stockholders;
WHEREAS, the ESPP reserves an aggregate of 2,545,455 shares of Common Stock for issuance thereunder, which number represents approximately 2% of the total number of shares of Common Stock expected to be outstanding on a fully exercised basis following the closing of the IPO (i.e., 127,272,727 shares);
WHEREAS, the ESPP provides for a purchase price per share equal to 85% of the lesser of (a) the fair market value of a share of Common Stock on the first trading day of the applicable offering period, or (b) the fair market value of a share of Common Stock on the last trading day of the applicable offering period (representing a purchase price discount of 15% of the fair market value), with consecutive six-month offering periods commencing on or about May 1 and November 1 of each year (or such other dates as may be determined by the Compensation Committee of the Board or such other committee designated to administer the ESPP);
WHEREAS, approval of the ESPP by the stockholders of the Company is intended to satisfy the stockholder approval requirements of Section 423(b)(2) of the Code, the requirements of the NYSE Listed Company Manual Section 303A.08, and such other applicable legal and regulatory requirements as may be relevant; and
WHEREAS, the Board has unanimously recommended that the stockholders approve the ESPP.
NOW, THEREFORE, BE IT RESOLVED, that the undersigned stockholders hereby approve the 2022 Employee Stock Purchase Plan of the Company in substantially the form attached hereto as Exhibit C, including the reservation of 2,545,455 shares of Common Stock for issuance thereunder.
FURTHER RESOLVED, that the officers of the Company are hereby authorized, empowered, and directed to take all actions necessary or desirable to implement the ESPP, including, without limitation, the preparation, execution, and filing with the SEC of one or more registration statements on Form S-8 (or any successor form) to register the shares of Common Stock reserved for issuance under the ESPP, and to take all such additional actions and execute all such additional documents, instruments, and certificates as may be necessary or desirable in connection therewith.
FURTHER RESOLVED, that the effectiveness of the ESPP, and the authority to permit purchases thereunder, is expressly conditioned upon the closing of the IPO, and no offering period shall commence and no shares shall be purchased under the ESPP unless and until the closing of the IPO shall have occurred.
GENERAL AUTHORIZATIONS
RESOLVED (Officer Authorization), that the officers of the Company, including without limitation Garrett Calloway, Co-Founder, Chairman and Chief Executive Officer, Marcus Yoon, Chief Financial Officer, and Sandra Haverford, General Counsel and Corporate Secretary, are each hereby authorized, empowered, and directed, acting singly or together, to take all such further actions and to execute, deliver, and file all such further agreements, instruments, documents, certificates, notices, consents, applications, reports, and other filings as any of them may deem necessary, advisable, or appropriate to carry out the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated thereby, including, without limitation, the execution and filing of such documents with the Secretary of State of the State of Delaware, the SEC, the NYSE, the Internal Revenue Service, and any other governmental or regulatory authority, the taking of such actions and the execution and delivery of such documents to be conclusive evidence of the approval thereof by such officer and of the authority of such officer to take such actions and execute and deliver such documents on behalf of the Company.
RESOLVED (Ratification), that all actions heretofore taken by any officer or director of the Company, or by any employee, agent, or representative acting on behalf of the Company at the direction of any officer or director, in connection with the preparation, negotiation, execution, and delivery of the IPO Governance Documents and any agreements, instruments, documents, certificates, or filings related thereto or contemplated thereby, and in connection with the preparation and filing of the Company's Registration Statement on Form S-1 and any amendments or supplements thereto, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
RESOLVED (Condition to Effectiveness), that, notwithstanding anything herein to the contrary, each of the foregoing resolutions and the actions authorized thereby shall be, and are, expressly conditioned upon the closing of the Company's initial public offering of shares of Common Stock (the "IPO"). In the event that the IPO does not close for any reason, the foregoing resolutions shall automatically and without further action be of no force or effect, and the Company's Existing Certificate shall remain in full force and effect as if this Written Consent had not been executed and delivered. For purposes of this Written Consent, "closing of the IPO" shall mean the first date on which the Company delivers shares of Common Stock to the underwriters against receipt of the aggregate purchase price therefor pursuant to the terms of the Underwriting Agreement to be entered into in connection with the IPO.
GOVERNING LAW AND MISCELLANEOUS PROVISIONS
Counterparts. This Written Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of a physically executed original counterpart.
Governing Law. This Written Consent shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Filing and Maintenance. This Written Consent shall be filed with the minutes of the proceedings of the stockholders of the Company and shall be maintained at the Company's principal office located at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746. The Corporate Secretary of the Company shall cause a copy of this Written Consent to be inserted into the minute book of the Company.
Notice to Non-Consenting Stockholders. In accordance with Section 228(e) of the DGCL, the Company shall give prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent to those stockholders who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company. The undersigned acknowledge that they collectively represent more than 90% of the total voting power of the outstanding shares of capital stock of the Company entitled to vote on the matters set forth herein, and that the remaining holders (representing approximately 10% of the total voting power and consisting primarily of earlier-stage investors and certain employees holding equity interests) shall receive notice in accordance with the requirements of Section 228(e) of the DGCL promptly following the execution and delivery of this Written Consent.
Effective Date. This Written Consent shall become effective as of the date on which the last of the undersigned stockholders signs this Written Consent (the "Effective Date"), which date shall be inscribed below the signature of such last signing stockholder; provided, however, that, as set forth herein, the effectiveness of the actions authorized by the foregoing resolutions is expressly conditioned upon the closing of the IPO.
[SIGNATURE PAGES FOLLOW]
SIGNATURE PAGE TO WRITTEN CONSENT OF STOCKHOLDERS OF CALLOWAY-BRIGGS RENEWABLES INC.
IN WITNESS WHEREOF, the undersigned stockholders have executed this Written Consent as of the date set forth below their respective names.
PINNACLE VISTA CAPITAL PARTNERS III, LP, a Delaware limited partnership
By: Pinnacle Vista Capital Management LLC,
its General Partner
By: ________
Name: Hugh Pemberton
Title: Co-Founder & Managing Partner
Date: ________
Shares Held: Approximately 62,000,000 shares of Common Stock (representing approximately 62% of the outstanding shares of Common Stock entitled to vote)
GARRETT CALLOWAY, individually
________________________________________
Garrett Calloway Co-Founder, Chairman & Chief Executive Officer
Date: ________
Shares Held: ____ shares of Common Stock (representing a portion of the approximately 24% of the outstanding shares of Common Stock held by founders and management)
ELAINE BRIGGS, individually
________________________________________
Elaine Briggs Co-Founder & President, Development
Date: ________
Shares Held: ____ shares of Common Stock (representing a portion of the approximately 24% of the outstanding shares of Common Stock held by founders and management)
AGGREGATE VOTING POWER CERTIFICATION
The undersigned, being the same persons and entities whose signatures appear on the preceding signature pages, collectively holding more than 90% of the total voting power of the outstanding shares of capital stock of Calloway-Briggs Renewables Inc. entitled to vote on the matters set forth in this Written Consent, hereby certify as follows:
1. Each of the undersigned has reviewed this Written Consent in its entirety, including each of the resolutions set forth herein and each of the Exhibits attached hereto.
2. The aggregate number of shares of Common Stock held by the undersigned, and the aggregate voting power represented thereby, exceeds the minimum number of votes that would be necessary to authorize or take each of the actions described herein at a meeting at which all shares of stock entitled to vote thereon were present and voted.
3. This Written Consent constitutes the requisite stockholder approval for each of the actions set forth above, including (a) the adoption of the Amended and Restated Certificate of Incorporation (Exhibit A), (b) the approval of the 2022 Omnibus Equity Incentive Plan (Exhibit B), and (c) the approval of the 2022 Employee Stock Purchase Plan (Exhibit C).
4. Each of the undersigned has executed this Written Consent voluntarily and with full knowledge of its terms and the consequences thereof.
PINNACLE VISTA CAPITAL PARTNERS III, LP
By: Pinnacle Vista Capital Management LLC, its General Partner
By: ________
Name: Hugh Pemberton
Title: Co-Founder & Managing Partner
GARRETT CALLOWAY
________________________________________
ELAINE BRIGGS
________________________________________
EXHIBIT LIST
Exhibit A — Amended and Restated Certificate of Incorporation of Calloway-Briggs Renewables Inc. (IPO Form)
The full text of the Amended and Restated Certificate of Incorporation of Calloway-Briggs Renewables Inc. is set forth in a separate document entitled "Amended and Restated Certificate of Incorporation of Calloway-Briggs Renewables Inc." and is incorporated herein by reference. A complete and correct copy of such document has been provided to each of the undersigned stockholders and is on file at the principal office of the Company.
Cross-reference: amended-restated-certificate-of-incorporation.docx
Exhibit B — 2022 Omnibus Equity Incentive Plan of Calloway-Briggs Renewables Inc.
The full text of the 2022 Omnibus Equity Incentive Plan of Calloway-Briggs Renewables Inc. is set forth in a separate document entitled "2022 Omnibus Equity Incentive Plan of Calloway-Briggs Renewables Inc." and is incorporated herein by reference. A complete and correct copy of such document has been provided to each of the undersigned stockholders and is on file at the principal office of the Company.
Summary of Key Terms:
• Shares reserved for issuance: 12,727,273 shares of Common Stock
• Percentage of post-IPO fully exercised shares: approximately 10% (of 127,272,727 shares)
• Eligible participants: employees, consultants, and non-employee directors of the Company and its subsidiaries
• Award types: stock options (ISOs and NQSOs), stock appreciation rights, restricted stock, restricted stock units, performance stock units, dividend equivalents, and other equity-based and cash-based awards
• Evergreen provision: automatic annual increase on the first day of each fiscal year
• Plan administrator: Compensation Committee of the Board (or such other committee as designated by the Board)
Cross-reference: 2022-omnibus-equity-incentive-plan.docx
Exhibit C — 2022 Employee Stock Purchase Plan of Calloway-Briggs Renewables Inc.
The full text of the 2022 Employee Stock Purchase Plan of Calloway-Briggs Renewables Inc. is set forth in a separate document entitled "2022 Employee Stock Purchase Plan of Calloway-Briggs Renewables Inc." and is incorporated herein by reference. A complete and correct copy of such document has been provided to each of the undersigned stockholders and is on file at the principal office of the Company.
Summary of Key Terms:
• Shares reserved for issuance: 2,545,455 shares of Common Stock
• Percentage of post-IPO fully exercised shares: approximately 2% (of 127,272,727 shares)
• Purchase price discount: 15% of fair market value
• Offering periods: consecutive six-month periods (commencing on or about May 1 and November 1 of each year)
• Tax qualification: intended to qualify under Section 423 of the Internal Revenue Code
• Eligible participants: employees of the Company and its designated subsidiaries who meet the eligibility requirements set forth in the ESPP
• Plan administrator: Compensation Committee of the Board (or such other committee as designated by the Board)
Cross-reference: 2022-employee-stock-purchase-plan.docx
[End of Written Consent]