1015-00004 · Calloway-Briggs Renewables Inc · Closing

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SECRETARY'S CERTIFICATE OF CALLOWAY-BRIGGS RENEWABLES INC.

February 20, 2024

Delivered in connection with the closing of the joint venture formation involving Solstice Plateau Energy Holdings LLC

I. CERTIFYING OFFICER IDENTIFICATION AND RECITALS

The undersigned, Rebecca Whitfield, in her capacity as General Counsel and Secretary of Calloway-Briggs Renewables Inc., a corporation duly organized and validly existing under the laws of the State of Texas (hereinafter referred to as "CBR" or the "Company"), with its principal office located at 2300 Travis Street, Suite 4200, Houston, Texas 77006, Texas Secretary of State File Number 0801647392, Employer Identification Number 46-2837451, hereby certifies to the following as of the date first written above.

This Secretary's Certificate (this "Certificate") is delivered pursuant to (i) the Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023 (the "LLC Agreement"), (ii) the Contribution Agreement, dated as of December 4, 2023, between CBR and Solstice Plateau Energy Holdings LLC (the "Contribution Agreement"), and (iii) the other Transaction Documents (as such term is defined in the LLC Agreement), in each case as contemplated by the applicable closing conditions set forth therein.

This Certificate is delivered to (a) Lumen Ridge Infrastructure Partners LLC ("Lumen Ridge"), a Delaware limited liability company, with its principal office located at 301 Tresser Boulevard, Suite 1400, Stamford, Connecticut 06901, and (b) Continental Fiduciary Trust Company, a Delaware trust company, in its capacity as escrow agent, with its principal office located at 1105 North Market Street, Suite 1200, Wilmington, Delaware 19801, in connection with the closing (the "Closing") of the formation of the joint venture entity, Solstice Plateau Energy Holdings LLC, a Delaware limited liability company (Delaware Secretary of State File Number 7849312) (the "Joint Venture" or "JV Company").

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LLC Agreement.

The undersigned has access to the original corporate books and records of the Company and is familiar with the matters set forth herein. Based upon such review and familiarity, the undersigned hereby certifies as follows:

II. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS

2.1 Certificate of Incorporation

Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation (also referred to as the Certificate of Formation) of CBR, as originally filed with the Texas Secretary of State, including all amendments, certificates of amendment, certificates of correction, and restatements thereto through and including the date hereof (collectively, the "Charter Documents"). The Charter Documents are in full force and effect as of the date hereof and have not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached thereto. No proceedings are pending or, to the undersigned's knowledge, threatened to amend, restate, or otherwise modify the Charter Documents.

2.2 Bylaws. Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of CBR, as currently in effect, including all amendments, restatements, and supplements thereto through and including the date hereof (the "Bylaws"). The Bylaws have not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached thereto, and no action has been taken by the Board of Directors of the Company or the stockholders of the Company to amend, restate, or otherwise modify the Bylaws.

III. CERTIFICATION OF BOARD RESOLUTIONS

Attached hereto as Exhibit C is a true, correct, and complete copy of certain resolutions (the "Resolutions") duly adopted by the Board of Directors of CBR (the "Board"). The Resolutions were duly adopted by unanimous written consent of the Board of Directors, effective as of November 28, 2023, in accordance with the applicable provisions of the Texas Business Organizations Code and the Bylaws of the Company. The unanimous written consent was executed by all directors of the Company then in office, and such consent was duly filed with the minutes and records of the proceedings of the Board of Directors in the corporate books and records of the Company.

The undersigned further certifies that:

(a) The Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, and no action has been taken or is contemplated to be taken by the Board of Directors or the stockholders of the Company that would amend, modify, rescind, or revoke the Resolutions;

(b) No other resolutions have been adopted by the Board of Directors or any committee thereof, and no other corporate action has been taken by the Company, relating to the transactions contemplated by the LLC Agreement, the Contribution Agreement, or any other Transaction Document that would modify, amend, limit, supersede, or otherwise affect the Resolutions or the authority granted thereunder; and

(c) The Resolutions constitute the only resolutions adopted by the Board of Directors with respect to the subject matter thereof.

IV. INCUMBENCY CERTIFICATION

The undersigned hereby certifies that the following persons are, as of the date hereof, duly elected or appointed officers of CBR, holding the respective offices set forth opposite their names below, and that the signatures set forth opposite their names are their true and genuine signatures. Each of the following officers has been duly authorized, pursuant to the Resolutions and the Bylaws of the Company, to act in his or her official capacity with respect to the transactions contemplated by the Transaction Documents.

The undersigned further certifies that each of the foregoing officers is duly authorized to execute and deliver, individually or jointly, the Transaction Documents (including, without limitation, the LLC Agreement, the Contribution Agreement, the Development and Construction Management Agreement, the Tax Protection Agreement, the Escrow Agreement, and each other Transaction Document to which CBR is a party) and any other agreements, certificates, instruments, or documents contemplated thereby, on behalf of CBR, and that the authority of each such officer to act on behalf of the Company in connection with the transactions contemplated by the Transaction Documents has not been revoked, rescinded, or modified in any respect.

V. ADDITIONAL CERTIFICATIONS

The undersigned further certifies as follows:

(a) Good Standing. CBR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, and possesses all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted, including the power and authority to enter into and perform its obligations under the Transaction Documents.

(b) No Dissolution Proceedings. No proceedings for the dissolution, liquidation, winding up, merger, conversion, or termination of CBR have been commenced, are pending, or, to the undersigned's knowledge after reasonable inquiry, are contemplated, and no petition in bankruptcy or for reorganization or arrangement under any federal or state bankruptcy, insolvency, or similar law has been filed by or, to the undersigned's knowledge, against CBR.

(c) Stockholder Consent. The consent of Cascadia Growth Equity Fund III, L.P., a Delaware limited partnership holding approximately twenty-two percent (22%) of the issued and outstanding equity securities of CBR (the "Cascadia Consent"), which consent is required pursuant to Section 5.7(b) and Section 7.2(d) of that certain Amended and Restated Stockholders' Agreement of Calloway-Briggs Renewables Inc., dated as of March 15, 2019, among CBR and the stockholders party thereto (the "Stockholders' Agreement"), for the consummation of the joint venture formation transaction and the execution and delivery of the Transaction Documents, was duly obtained on November 20, 2023, and such consent remains in full force and effect as of the date hereof and has not been revoked, rescinded, amended, or modified in any respect.

(d) Requisite Corporate Action. All corporate action on the part of CBR, its Board of Directors, and its stockholders necessary to authorize the execution, delivery, and performance by CBR of the LLC Agreement, the Contribution Agreement, the Development and Construction Management Agreement (as defined in the Resolutions), the Tax Protection Agreement (as defined in the Resolutions), the Escrow Agreement (as defined in the Resolutions), and each other Transaction Document to which CBR is a party, and the consummation of all transactions contemplated thereby, has been duly and validly taken, and no further consent, approval, authorization, or other action by the Board of Directors, stockholders, or any committee of the Board of Directors of CBR is required in connection therewith.

VI. RELIANCE AND DELIVERY

This Certificate and each of the exhibits attached hereto are delivered at the Closing and may be relied upon by each of the following parties, and their respective successors and permitted assigns:

(a) Lumen Ridge Infrastructure Partners LLC, in its capacity as a member of Solstice Plateau Energy Holdings LLC and as a party to the Transaction Documents;

(b) Continental Fiduciary Trust Company, in its capacity as escrow agent under the Escrow Agreement, escrow account reference number CFT-2024-00847;

(c) Trident National Bank, N.A., in its capacity as administrative agent under the project-level credit facility for certain of the solar development projects to be owned by Solstice Plateau Energy Holdings LLC and its subsidiaries, credit facility reference number TNB-EIF-2024-0193;

(d) Haverford, Quinn & Steele LLP, in its capacity as counsel to Lumen Ridge Infrastructure Partners LLC and as counsel to Trident National Bank, N.A., in each case in connection with the transactions contemplated by the Transaction Documents; and

(e) Such other parties as are expressly entitled to rely upon closing deliverables of CBR pursuant to the terms of the LLC Agreement or the Contribution Agreement.

In addition, Calderwood & Harkness LLP, counsel to CBR (Matter Number 48172.001), may rely upon this Certificate in connection with the delivery of its legal opinion of even date herewith addressed to Lumen Ridge, Continental Fiduciary Trust Company, and Trident National Bank, N.A., as applicable.

This Certificate shall not be deemed to create any rights in favor of any third party not expressly identified herein, except as otherwise required by applicable law or the terms of the Transaction Documents.

EXECUTION

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of February 20, 2024, in her capacity as General Counsel and Secretary of Calloway-Briggs Renewables Inc. and not in her individual capacity.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Rebecca Whitfield

Title: General Counsel & Secretary

Date: February 20, 2024

COUNTER-CERTIFICATION BY CHIEF EXECUTIVE OFFICER

The undersigned, Margaret "Meg" Calloway, in her capacity as Co-Founder, Chairwoman of the Board, and Chief Executive Officer of Calloway-Briggs Renewables Inc., hereby confirms and certifies that Rebecca Whitfield is the duly appointed General Counsel and Secretary of Calloway-Briggs Renewables Inc., that she holds such office as of the date hereof, and that the signature appearing above is her true and genuine signature. The undersigned further confirms that Ms. Whitfield is duly authorized to execute and deliver this Certificate and to make the certifications set forth herein on behalf of the Company.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Margaret "Meg" Calloway

Title: Co-Founder, Chairwoman of the Board & Chief Executive Officer

Date: February 20, 2024

EXHIBIT A

Certificate of Incorporation of Calloway-Briggs Renewables Inc.

[Attested copy of the Certificate of Incorporation (Certificate of Formation) of Calloway-Briggs Renewables Inc., as originally filed with the Texas Secretary of State on June 14, 2011, together with all amendments, certificates of amendment, certificates of correction, and restatements thereto through and including the date hereof]

Texas Secretary of State File Number: 0801647392

Date of Original Incorporation: June 14, 2011

State of Incorporation: Texas

Authorized Business Purposes: To engage in renewable energy development, construction, ownership, operation, and maintenance of utility-scale and distributed generation solar, wind, and energy storage projects, and all activities incidental and related thereto, and to engage in any other lawful act or activity for which a corporation may be organized under the Texas Business Organizations Code.

EXHIBIT B

Bylaws of Calloway-Briggs Renewables Inc.

[Attested copy of the Bylaws of Calloway-Briggs Renewables Inc., as adopted by the Board of Directors and amended to date, including all amendments, restatements, and supplements thereto]

EXHIBIT C

Resolutions of the Board of Directors of Calloway-Briggs Renewables Inc.

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

Effective as of November 28, 2023

PREAMBLE AND RECITALS

The undersigned, being all of the members of the Board of Directors (the "Board") of Calloway-Briggs Renewables Inc., a Texas corporation (the "Company" or "CBR"), acting pursuant to Sections 6.201 and 6.202 of the Texas Business Organizations Code and the Bylaws of the Company, hereby consent to and adopt the following recitals and resolutions, effective as of November 28, 2023, with the same force and effect as if such resolutions had been duly adopted at a meeting of the Board duly called and held at which all directors were present and voting.

WHEREAS, the Company is engaged in the business of developing, constructing, owning, and operating utility-scale renewable energy projects, including solar energy generation facilities, across the United States;

WHEREAS, the Company has negotiated and proposes to enter into a joint venture arrangement with Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge"), for the co-development, construction, and operation of a portfolio of utility-scale solar energy projects (the "Project Portfolio") with an aggregate nameplate capacity of approximately 1,200 megawatts of direct current ("MW DC") located across Texas and the Desert Southwest region of the United States (the "JV Transaction");

WHEREAS, in connection with the JV Transaction, the Company and Lumen Ridge propose to form a new Delaware limited liability company, to be named Solstice Plateau Energy Holdings LLC (the "JV Company"), which will serve as the holding entity for the Project Portfolio and the joint venture operations, with a 50/50 ownership split between CBR and Lumen Ridge;

WHEREAS, the total initial equity commitment to the JV Company will be Three Hundred Million Dollars ($300,000,000), consisting of One Hundred Fifty Million Dollars ($150,000,000) from CBR and One Hundred Fifty Million Dollars ($150,000,000) from Lumen Ridge;

WHEREAS, the Company proposes to contribute to the JV Company eight (8) utility-scale solar development projects comprising the Project Portfolio at an agreed valuation of Ninety Million Dollars ($90,000,000), together with a cash contribution of Sixty Million Dollars ($60,000,000), for an aggregate initial capital contribution of One Hundred Fifty Million Dollars ($150,000,000);

WHEREAS, the Company and Lumen Ridge have negotiated and agreed upon the principal terms of the JV Transaction as set forth in the following Transaction Documents: (i) the Limited Liability Company Agreement of the JV Company, (ii) the Contribution Agreement between CBR and the JV Company, (iii) the Development and Construction Management Agreement between the JV Company and CBR, (iv) the Tax Protection Agreement between the JV Company and CBR, (v) the Escrow Agreement among CBR, Lumen Ridge, and Continental Fiduciary Trust Company, and (vi) certain other ancillary agreements, certificates, and instruments (collectively, the "Transaction Documents");

WHEREAS, the Board has received and reviewed presentations from the Company's management, Calderwood & Harkness LLP (outside legal counsel to the Company), and Ridgeline Barrow & Co. (financial advisor to the Company) regarding the JV Transaction, the Transaction Documents, and the strategic, financial, legal, regulatory, and tax considerations relating thereto;

WHEREAS, the Board has determined, after careful deliberation, that the JV Transaction and the execution, delivery, and performance by the Company of the Transaction Documents are in the best interests of the Company and its stockholders; and

WHEREAS, the consent of Cascadia Growth Equity Fund III, L.P., a Delaware limited partnership and a stockholder of the Company, required under the Amended and Restated Stockholders' Agreement of the Company for the JV Transaction, was duly obtained on November 20, 2023, and remains in full force and effect.

NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Calloway-Briggs Renewables Inc. as follows:

Resolution 1: Approval of the Joint Venture Formation

RESOLVED, that the formation of the joint venture with Lumen Ridge Infrastructure Partners LLC, and the formation of Solstice Plateau Energy Holdings LLC as a Delaware limited liability company to serve as the joint venture entity, are hereby authorized and approved in all respects. The total equity commitment to the JV Company shall be Three Hundred Million Dollars ($300,000,000), consisting of One Hundred Fifty Million Dollars ($150,000,000) from CBR and One Hundred Fifty Million Dollars ($150,000,000) from Lumen Ridge, with a 50/50 ownership split between CBR and Lumen Ridge as Class A Members of the JV Company. The officers of the Company are hereby authorized and directed to take all actions necessary to effectuate the formation of the JV Company, including, without limitation, the filing of a Certificate of Formation with the Secretary of State of the State of Delaware and such other filings and registrations as may be required under applicable law.

Resolution 2: Approval and Authorization of Transaction Documents

RESOLVED, that the execution, delivery, and performance by CBR of each of the following Transaction Documents, in substantially the form reviewed by the Board (with such changes, modifications, and amendments as the officers executing the same shall approve, such execution being conclusive evidence of such approval), are hereby authorized and approved in all respects:

(a) The Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC (the "LLC Agreement"), among CBR, Lumen Ridge, and such other parties as may be named therein, governing the formation, management, and operation of the JV Company, including the establishment of a six-member Management Committee (three members designated by CBR and three members designated by Lumen Ridge), the allocation of profits, losses, and distributions, and the rights and obligations of the members;

(b) The Contribution Agreement between CBR and Solstice Plateau Energy Holdings LLC (the "Contribution Agreement"), providing for the contribution by CBR to the JV Company of eight (8) utility-scale solar development projects comprising the Project Portfolio, with an aggregate nameplate capacity of approximately 1,200 MW DC, at an agreed valuation of Ninety Million Dollars ($90,000,000), together with a cash contribution of Sixty Million Dollars ($60,000,000), and setting forth the representations, warranties, covenants, and indemnification obligations of CBR with respect to such contributed assets;

(c) The Development and Construction Management Agreement between Solstice Plateau Energy Holdings LLC and CBR (the "Management Agreement"), providing for CBR to serve as the exclusive development and construction manager for the Project Portfolio, with a development management fee equal to one and one-half percent (1.5%) per annum of the aggregate development budget and a construction management fee equal to three percent (3.0%) of hard construction costs incurred with respect to each project in the Project Portfolio, together with such other terms and conditions as are set forth therein;

(d) The Tax Protection Agreement between Solstice Plateau Energy Holdings LLC and CBR (the "Tax Protection Agreement"), providing for a seven (7)-year tax protection period commencing on the Closing Date, during which the JV Company shall not dispose of, or cause or permit the disposition of, contributed assets in a manner that would cause CBR to recognize built-in gain, covering Fifty-Five Million Eight Hundred Thousand Dollars ($55,800,000) of built-in gain on contributed assets (representing the difference between the agreed fair market value and the tax basis of such assets), and providing for make-whole payments to CBR in the event of a violation of such tax protection covenants;

(e) The Escrow Agreement among CBR, Lumen Ridge, and Continental Fiduciary Trust Company, as escrow agent (the "Escrow Agreement"), establishing escrow arrangements in connection with the Closing and the post-closing adjustment provisions of the Contribution Agreement; and

(f) All ancillary agreements, certificates, instruments, and documents contemplated by or delivered pursuant to the foregoing Transaction Documents, including, without limitation, all closing certificates, officer's certificates, compliance certificates, and legal opinions.

Resolution 3: Authorization of Capital Contributions

RESOLVED, that CBR's initial capital contributions to Solstice Plateau Energy Holdings LLC are hereby authorized and approved, consisting of the following:

(i) A cash contribution of Sixty Million Dollars ($60,000,000), to be funded from the Company's existing cash reserves and available credit facilities;

(ii) An in-kind contribution of the Project Portfolio, consisting of eight (8) utility-scale solar development projects with an aggregate nameplate capacity of approximately 1,200 MW DC, at an agreed valuation of Ninety Million Dollars ($90,000,000) and an aggregate tax basis of approximately Thirty-Four Million Two Hundred Thousand Dollars ($34,200,000); and

(iii) Total initial contribution: One Hundred Fifty Million Dollars ($150,000,000).

FURTHER RESOLVED, that the officers of the Company are hereby authorized to make future additional capital contributions to the JV Company on a pro-rata basis in accordance with the terms of the LLC Agreement, up to an aggregate additional amount of Two Hundred Million Dollars ($200,000,000), subject to Management Committee approval as required under the LLC Agreement, and the officers of the Company are authorized to execute and deliver any capital call notices, funding certificates, or other instruments in connection therewith.

Resolution 4: Designation of Officers for JV

RESOLVED, that Daniel Estrada, Senior Vice President — Corporate Development of CBR, is hereby designated as CBR's nominee to serve as the initial Chief Executive Officer of Solstice Plateau Energy Holdings LLC, and the officers of the Company are authorized to take all actions necessary to effectuate such appointment in accordance with the LLC Agreement.

FURTHER RESOLVED, that the Chairwoman and Chief Executive Officer of CBR, Margaret "Meg" Calloway, is hereby authorized to appoint CBR's three (3) initial designees to the Management Committee of the JV Company (the Management Committee being composed of six (6) members, three (3) designated by CBR and three (3) designated by Lumen Ridge), and to remove and replace any such designees from time to time in accordance with the terms of the LLC Agreement.

Resolution 5: Designation of Tax Matters / Partnership Representative

RESOLVED, that Priya Narayanan, Chief Financial Officer of CBR, is hereby designated to act as the partnership representative (as such term is defined in Section 6223 of the Internal Revenue Code of 1986, as amended) of Solstice Plateau Energy Holdings LLC for U.S. federal income tax purposes pursuant to Article XII of the LLC Agreement, and the officers of the Company are authorized to take all actions necessary to effectuate such designation, including the filing of any elections, notices, or other documents with the Internal Revenue Service or any applicable state or local taxing authority.

Resolution 6: Authorization of HSR Filing

RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, all notifications and report forms required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, in connection with the JV Transaction, and to take all actions necessary or advisable to obtain early termination of the applicable waiting period or antitrust clearance under the HSR Act and any other applicable federal, state, or foreign antitrust, competition, or similar laws. The Board notes for the record that the Company's HSR Act notification and report form was submitted to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice on October 18, 2023, and that early termination of the waiting period was granted on November 8, 2023.

Resolution 7: Authorization of Authorized Signatories

RESOLVED, that each of the following officers of the Company is hereby authorized and empowered to execute and deliver, on behalf of CBR, individually or jointly with one or more other authorized officers, the Transaction Documents and any and all other agreements, instruments, certificates, documents, notices, consents, or other writings of any kind or nature necessary or advisable in connection with the transactions contemplated thereby:

(i) Margaret "Meg" Calloway, Co-Founder, Chairwoman of the Board & Chief Executive Officer;

(ii) Thomas R. Briggs, Co-Founder & President;

(iii) Priya Narayanan, Chief Financial Officer;

(iv) Daniel Estrada, Senior Vice President — Corporate Development; and

(v) Rebecca Whitfield, General Counsel & Secretary.

Each such officer is authorized to approve such changes, modifications, or amendments to the Transaction Documents and related documents as such officer, in his or her sole discretion, deems necessary, appropriate, or advisable, the execution thereof by such officer to be conclusive evidence of such officer's approval of the terms thereof and the authority of such officer to execute and deliver the same on behalf of the Company.

Resolution 8: Ratification

RESOLVED, that all actions heretofore taken by the officers and directors of CBR, and by any agents, representatives, advisors, or counsel acting on behalf of the Company, in connection with the negotiation, preparation, and execution of the Transaction Documents and the consummation of the transactions contemplated thereby, including, without limitation, all filings, registrations, applications, and submissions made with or to any governmental authority, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

Resolution 9: General Authority

RESOLVED, that the officers of the Company are hereby authorized and directed to take all such further actions, execute and deliver all such further agreements, instruments, certificates, documents, and writings, and pay all such fees, costs, expenses, and disbursements (including, without limitation, the fees and expenses of Calderwood & Harkness LLP, as legal counsel to the Company, and Ridgeline Barrow & Co., as financial advisor to the Company, and all filing fees, recording fees, transfer taxes, and escrow fees) as they may deem necessary or advisable in order to fully carry out the intent, purposes, and objectives of the foregoing resolutions, the taking of such actions, the execution and delivery of such documents, and the payment of such fees, costs, and expenses to be conclusive evidence of the necessity and advisability thereof.

FURTHER RESOLVED, that each of the foregoing resolutions shall be construed and interpreted liberally to effectuate the purposes and intent of the Board as expressed herein.

EFFECTIVENESS; COUNTERPARTS. This Unanimous Written Consent 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. This Unanimous Written Consent shall be effective as of November 28, 2023, and shall be filed with the minutes of the proceedings of the Board of Directors of the Company.

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Calloway-Briggs Renewables Inc., have executed this Unanimous Written Consent effective as of November 28, 2023.

________________________________________

Margaret "Meg" Calloway, Director

________________________________________

Thomas R. Briggs, Director

________________________________________

James H. Okonkwo, Director

________________________________________

Catherine L. Ferris, Director

________________________________________

Anil K. Mehta, Director

Effective Date: November 28, 2023

End of Exhibit C

Name	Title	Signature
Margaret "Meg" Calloway	Co-Founder, Chairwoman of the Board & Chief Executive Officer	________
Thomas R. Briggs	Co-Founder & President	________
Priya Narayanan	Chief Financial Officer	________
Daniel Estrada	Senior Vice President — Corporate Development	________
Rebecca Whitfield	General Counsel & Secretary	________

SECRETARY'S CERTIFICATE OF CALLOWAY-BRIGGS RENEWABLES INC.
February 20, 2024
Delivered in connection with the closing of the joint venture formation involving Solstice Plateau Energy Holdings LLC
I. CERTIFYING OFFICER IDENTIFICATION AND RECITALS
The undersigned, Rebecca Whitfield, in her capacity as General Counsel and Secretary of Calloway-Briggs Renewables Inc., a corporation duly organized and validly existing under the laws of the State of Texas (hereinafter referred to as "CBR" or the "Company"), with its principal office located at 2300 Travis Street, Suite 4200, Houston, Texas 77006, Texas Secretary of State File Number 0801647392, Employer Identification Number 46-2837451, hereby certifies to the following as of the date first written above.
This Secretary's Certificate (this "Certificate") is delivered pursuant to (i) the Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC, dated as of December 4, 2023 (the "LLC Agreement"), (ii) the Contribution Agreement, dated as of December 4, 2023, between CBR and Solstice Plateau Energy Holdings LLC (the "Contribution Agreement"), and (iii) the other Transaction Documents (as such term is defined in the LLC Agreement), in each case as contemplated by the applicable closing conditions set forth therein.
This Certificate is delivered to (a) Lumen Ridge Infrastructure Partners LLC ("Lumen Ridge"), a Delaware limited liability company, with its principal office located at 301 Tresser Boulevard, Suite 1400, Stamford, Connecticut 06901, and (b) Continental Fiduciary Trust Company, a Delaware trust company, in its capacity as escrow agent, with its principal office located at 1105 North Market Street, Suite 1200, Wilmington, Delaware 19801, in connection with the closing (the "Closing") of the formation of the joint venture entity, Solstice Plateau Energy Holdings LLC, a Delaware limited liability company (Delaware Secretary of State File Number 7849312) (the "Joint Venture" or "JV Company").
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LLC Agreement.
The undersigned has access to the original corporate books and records of the Company and is familiar with the matters set forth herein. Based upon such review and familiarity, the undersigned hereby certifies as follows:
II. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS
2.1 Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation (also referred to as the Certificate of Formation) of CBR, as originally filed with the Texas Secretary of State, including all amendments, certificates of amendment, certificates of correction, and restatements thereto through and including the date hereof (collectively, the "Charter Documents"). The Charter Documents are in full force and effect as of the date hereof and have not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached thereto. No proceedings are pending or, to the undersigned's knowledge, threatened to amend, restate, or otherwise modify the Charter Documents.
2.2 Bylaws.  Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of CBR, as currently in effect, including all amendments, restatements, and supplements thereto through and including the date hereof (the "Bylaws"). The Bylaws have not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached thereto, and no action has been taken by the Board of Directors of the Company or the stockholders of the Company to amend, restate, or otherwise modify the Bylaws.
III. CERTIFICATION OF BOARD RESOLUTIONS
Attached hereto as Exhibit C is a true, correct, and complete copy of certain resolutions (the "Resolutions") duly adopted by the Board of Directors of CBR (the "Board"). The Resolutions were duly adopted by unanimous written consent of the Board of Directors, effective as of November 28, 2023, in accordance with the applicable provisions of the Texas Business Organizations Code and the Bylaws of the Company. The unanimous written consent was executed by all directors of the Company then in office, and such consent was duly filed with the minutes and records of the proceedings of the Board of Directors in the corporate books and records of the Company.
The undersigned further certifies that:
(a) The Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, and no action has been taken or is contemplated to be taken by the Board of Directors or the stockholders of the Company that would amend, modify, rescind, or revoke the Resolutions;
(b) No other resolutions have been adopted by the Board of Directors or any committee thereof, and no other corporate action has been taken by the Company, relating to the transactions contemplated by the LLC Agreement, the Contribution Agreement, or any other Transaction Document that would modify, amend, limit, supersede, or otherwise affect the Resolutions or the authority granted thereunder; and
(c) The Resolutions constitute the only resolutions adopted by the Board of Directors with respect to the subject matter thereof.
IV. INCUMBENCY CERTIFICATION
The undersigned hereby certifies that the following persons are, as of the date hereof, duly elected or appointed officers of CBR, holding the respective offices set forth opposite their names below, and that the signatures set forth opposite their names are their true and genuine signatures. Each of the following officers has been duly authorized, pursuant to the Resolutions and the Bylaws of the Company, to act in his or her official capacity with respect to the transactions contemplated by the Transaction Documents.
The undersigned further certifies that each of the foregoing officers is duly authorized to execute and deliver, individually or jointly, the Transaction Documents (including, without limitation, the LLC Agreement, the Contribution Agreement, the Development and Construction Management Agreement, the Tax Protection Agreement, the Escrow Agreement, and each other Transaction Document to which CBR is a party) and any other agreements, certificates, instruments, or documents contemplated thereby, on behalf of CBR, and that the authority of each such officer to act on behalf of the Company in connection with the transactions contemplated by the Transaction Documents has not been revoked, rescinded, or modified in any respect.
V. ADDITIONAL CERTIFICATIONS
The undersigned further certifies as follows:
(a) Good Standing. CBR is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, and possesses all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted, including the power and authority to enter into and perform its obligations under the Transaction Documents.
(b) No Dissolution Proceedings. No proceedings for the dissolution, liquidation, winding up, merger, conversion, or termination of CBR have been commenced, are pending, or, to the undersigned's knowledge after reasonable inquiry, are contemplated, and no petition in bankruptcy or for reorganization or arrangement under any federal or state bankruptcy, insolvency, or similar law has been filed by or, to the undersigned's knowledge, against CBR.
(c) Stockholder Consent. The consent of Cascadia Growth Equity Fund III, L.P., a Delaware limited partnership holding approximately twenty-two percent (22%) of the issued and outstanding equity securities of CBR (the "Cascadia Consent"), which consent is required pursuant to Section 5.7(b) and Section 7.2(d) of that certain Amended and Restated Stockholders' Agreement of Calloway-Briggs Renewables Inc., dated as of March 15, 2019, among CBR and the stockholders party thereto (the "Stockholders' Agreement"), for the consummation of the joint venture formation transaction and the execution and delivery of the Transaction Documents, was duly obtained on November 20, 2023, and such consent remains in full force and effect as of the date hereof and has not been revoked, rescinded, amended, or modified in any respect.
(d) Requisite Corporate Action. All corporate action on the part of CBR, its Board of Directors, and its stockholders necessary to authorize the execution, delivery, and performance by CBR of the LLC Agreement, the Contribution Agreement, the Development and Construction Management Agreement (as defined in the Resolutions), the Tax Protection Agreement (as defined in the Resolutions), the Escrow Agreement (as defined in the Resolutions), and each other Transaction Document to which CBR is a party, and the consummation of all transactions contemplated thereby, has been duly and validly taken, and no further consent, approval, authorization, or other action by the Board of Directors, stockholders, or any committee of the Board of Directors of CBR is required in connection therewith.
VI. RELIANCE AND DELIVERY
This Certificate and each of the exhibits attached hereto are delivered at the Closing and may be relied upon by each of the following parties, and their respective successors and permitted assigns:
(a) Lumen Ridge Infrastructure Partners LLC, in its capacity as a member of Solstice Plateau Energy Holdings LLC and as a party to the Transaction Documents;
(b) Continental Fiduciary Trust Company, in its capacity as escrow agent under the Escrow Agreement, escrow account reference number CFT-2024-00847;
(c) Trident National Bank, N.A., in its capacity as administrative agent under the project-level credit facility for certain of the solar development projects to be owned by Solstice Plateau Energy Holdings LLC and its subsidiaries, credit facility reference number TNB-EIF-2024-0193;
(d) Haverford, Quinn & Steele LLP, in its capacity as counsel to Lumen Ridge Infrastructure Partners LLC and as counsel to Trident National Bank, N.A., in each case in connection with the transactions contemplated by the Transaction Documents; and
(e) Such other parties as are expressly entitled to rely upon closing deliverables of CBR pursuant to the terms of the LLC Agreement or the Contribution Agreement.
In addition, Calderwood & Harkness LLP, counsel to CBR (Matter Number 48172.001), may rely upon this Certificate in connection with the delivery of its legal opinion of even date herewith addressed to Lumen Ridge, Continental Fiduciary Trust Company, and Trident National Bank, N.A., as applicable.
This Certificate shall not be deemed to create any rights in favor of any third party not expressly identified herein, except as otherwise required by applicable law or the terms of the Transaction Documents.
EXECUTION
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of February 20, 2024, in her capacity as General Counsel and Secretary of Calloway-Briggs Renewables Inc. and not in her individual capacity.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Rebecca Whitfield
Title: General Counsel & Secretary
Date: February 20, 2024
COUNTER-CERTIFICATION BY CHIEF EXECUTIVE OFFICER
The undersigned, Margaret "Meg" Calloway, in her capacity as Co-Founder, Chairwoman of the Board, and Chief Executive Officer of Calloway-Briggs Renewables Inc., hereby confirms and certifies that Rebecca Whitfield is the duly appointed General Counsel and Secretary of Calloway-Briggs Renewables Inc., that she holds such office as of the date hereof, and that the signature appearing above is her true and genuine signature. The undersigned further confirms that Ms. Whitfield is duly authorized to execute and deliver this Certificate and to make the certifications set forth herein on behalf of the Company.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Margaret "Meg" Calloway
Title: Co-Founder, Chairwoman of the Board & Chief Executive Officer
Date: February 20, 2024
EXHIBIT A
Certificate of Incorporation of Calloway-Briggs Renewables Inc.
[Attested copy of the Certificate of Incorporation (Certificate of Formation) of Calloway-Briggs Renewables Inc., as originally filed with the Texas Secretary of State on June 14, 2011, together with all amendments, certificates of amendment, certificates of correction, and restatements thereto through and including the date hereof]
Texas Secretary of State File Number: 0801647392
Date of Original Incorporation: June 14, 2011
State of Incorporation: Texas
Authorized Business Purposes: To engage in renewable energy development, construction, ownership, operation, and maintenance of utility-scale and distributed generation solar, wind, and energy storage projects, and all activities incidental and related thereto, and to engage in any other lawful act or activity for which a corporation may be organized under the Texas Business Organizations Code.
EXHIBIT B
Bylaws of Calloway-Briggs Renewables Inc.
[Attested copy of the Bylaws of Calloway-Briggs Renewables Inc., as adopted by the Board of Directors and amended to date, including all amendments, restatements, and supplements thereto]
EXHIBIT C
Resolutions of the Board of Directors of Calloway-Briggs Renewables Inc.
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF CALLOWAY-BRIGGS RENEWABLES INC. A Texas Corporation
Effective as of November 28, 2023
PREAMBLE AND RECITALS
The undersigned, being all of the members of the Board of Directors (the "Board") of Calloway-Briggs Renewables Inc., a Texas corporation (the "Company" or "CBR"), acting pursuant to Sections 6.201 and 6.202 of the Texas Business Organizations Code and the Bylaws of the Company, hereby consent to and adopt the following recitals and resolutions, effective as of November 28, 2023, with the same force and effect as if such resolutions had been duly adopted at a meeting of the Board duly called and held at which all directors were present and voting.
WHEREAS, the Company is engaged in the business of developing, constructing, owning, and operating utility-scale renewable energy projects, including solar energy generation facilities, across the United States;
WHEREAS, the Company has negotiated and proposes to enter into a joint venture arrangement with Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company ("Lumen Ridge"), for the co-development, construction, and operation of a portfolio of utility-scale solar energy projects (the "Project Portfolio") with an aggregate nameplate capacity of approximately 1,200 megawatts of direct current ("MW DC") located across Texas and the Desert Southwest region of the United States (the "JV Transaction");
WHEREAS, in connection with the JV Transaction, the Company and Lumen Ridge propose to form a new Delaware limited liability company, to be named Solstice Plateau Energy Holdings LLC (the "JV Company"), which will serve as the holding entity for the Project Portfolio and the joint venture operations, with a 50/50 ownership split between CBR and Lumen Ridge;
WHEREAS, the total initial equity commitment to the JV Company will be Three Hundred Million Dollars ($300,000,000), consisting of One Hundred Fifty Million Dollars ($150,000,000) from CBR and One Hundred Fifty Million Dollars ($150,000,000) from Lumen Ridge;
WHEREAS, the Company proposes to contribute to the JV Company eight (8) utility-scale solar development projects comprising the Project Portfolio at an agreed valuation of Ninety Million Dollars ($90,000,000), together with a cash contribution of Sixty Million Dollars ($60,000,000), for an aggregate initial capital contribution of One Hundred Fifty Million Dollars ($150,000,000);
WHEREAS, the Company and Lumen Ridge have negotiated and agreed upon the principal terms of the JV Transaction as set forth in the following Transaction Documents: (i) the Limited Liability Company Agreement of the JV Company, (ii) the Contribution Agreement between CBR and the JV Company, (iii) the Development and Construction Management Agreement between the JV Company and CBR, (iv) the Tax Protection Agreement between the JV Company and CBR, (v) the Escrow Agreement among CBR, Lumen Ridge, and Continental Fiduciary Trust Company, and (vi) certain other ancillary agreements, certificates, and instruments (collectively, the "Transaction Documents");
WHEREAS, the Board has received and reviewed presentations from the Company's management, Calderwood & Harkness LLP (outside legal counsel to the Company), and Ridgeline Barrow & Co. (financial advisor to the Company) regarding the JV Transaction, the Transaction Documents, and the strategic, financial, legal, regulatory, and tax considerations relating thereto;
WHEREAS, the Board has determined, after careful deliberation, that the JV Transaction and the execution, delivery, and performance by the Company of the Transaction Documents are in the best interests of the Company and its stockholders; and
WHEREAS, the consent of Cascadia Growth Equity Fund III, L.P., a Delaware limited partnership and a stockholder of the Company, required under the Amended and Restated Stockholders' Agreement of the Company for the JV Transaction, was duly obtained on November 20, 2023, and remains in full force and effect.
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Calloway-Briggs Renewables Inc. as follows:
Resolution 1: Approval of the Joint Venture Formation
RESOLVED, that the formation of the joint venture with Lumen Ridge Infrastructure Partners LLC, and the formation of Solstice Plateau Energy Holdings LLC as a Delaware limited liability company to serve as the joint venture entity, are hereby authorized and approved in all respects. The total equity commitment to the JV Company shall be Three Hundred Million Dollars ($300,000,000), consisting of One Hundred Fifty Million Dollars ($150,000,000) from CBR and One Hundred Fifty Million Dollars ($150,000,000) from Lumen Ridge, with a 50/50 ownership split between CBR and Lumen Ridge as Class A Members of the JV Company. The officers of the Company are hereby authorized and directed to take all actions necessary to effectuate the formation of the JV Company, including, without limitation, the filing of a Certificate of Formation with the Secretary of State of the State of Delaware and such other filings and registrations as may be required under applicable law.
Resolution 2: Approval and Authorization of Transaction Documents
RESOLVED, that the execution, delivery, and performance by CBR of each of the following Transaction Documents, in substantially the form reviewed by the Board (with such changes, modifications, and amendments as the officers executing the same shall approve, such execution being conclusive evidence of such approval), are hereby authorized and approved in all respects:
(a) The Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC (the "LLC Agreement"), among CBR, Lumen Ridge, and such other parties as may be named therein, governing the formation, management, and operation of the JV Company, including the establishment of a six-member Management Committee (three members designated by CBR and three members designated by Lumen Ridge), the allocation of profits, losses, and distributions, and the rights and obligations of the members;
(b) The Contribution Agreement between CBR and Solstice Plateau Energy Holdings LLC (the "Contribution Agreement"), providing for the contribution by CBR to the JV Company of eight (8) utility-scale solar development projects comprising the Project Portfolio, with an aggregate nameplate capacity of approximately 1,200 MW DC, at an agreed valuation of Ninety Million Dollars ($90,000,000), together with a cash contribution of Sixty Million Dollars ($60,000,000), and setting forth the representations, warranties, covenants, and indemnification obligations of CBR with respect to such contributed assets;
(c) The Development and Construction Management Agreement between Solstice Plateau Energy Holdings LLC and CBR (the "Management Agreement"), providing for CBR to serve as the exclusive development and construction manager for the Project Portfolio, with a development management fee equal to one and one-half percent (1.5%) per annum of the aggregate development budget and a construction management fee equal to three percent (3.0%) of hard construction costs incurred with respect to each project in the Project Portfolio, together with such other terms and conditions as are set forth therein;
(d) The Tax Protection Agreement between Solstice Plateau Energy Holdings LLC and CBR (the "Tax Protection Agreement"), providing for a seven (7)-year tax protection period commencing on the Closing Date, during which the JV Company shall not dispose of, or cause or permit the disposition of, contributed assets in a manner that would cause CBR to recognize built-in gain, covering Fifty-Five Million Eight Hundred Thousand Dollars ($55,800,000) of built-in gain on contributed assets (representing the difference between the agreed fair market value and the tax basis of such assets), and providing for make-whole payments to CBR in the event of a violation of such tax protection covenants;
(e) The Escrow Agreement among CBR, Lumen Ridge, and Continental Fiduciary Trust Company, as escrow agent (the "Escrow Agreement"), establishing escrow arrangements in connection with the Closing and the post-closing adjustment provisions of the Contribution Agreement; and
(f) All ancillary agreements, certificates, instruments, and documents contemplated by or delivered pursuant to the foregoing Transaction Documents, including, without limitation, all closing certificates, officer's certificates, compliance certificates, and legal opinions.
Resolution 3: Authorization of Capital Contributions
RESOLVED, that CBR's initial capital contributions to Solstice Plateau Energy Holdings LLC are hereby authorized and approved, consisting of the following:
(i) A cash contribution of Sixty Million Dollars ($60,000,000), to be funded from the Company's existing cash reserves and available credit facilities;
(ii) An in-kind contribution of the Project Portfolio, consisting of eight (8) utility-scale solar development projects with an aggregate nameplate capacity of approximately 1,200 MW DC, at an agreed valuation of Ninety Million Dollars ($90,000,000) and an aggregate tax basis of approximately Thirty-Four Million Two Hundred Thousand Dollars ($34,200,000); and
(iii) Total initial contribution: One Hundred Fifty Million Dollars ($150,000,000).
FURTHER RESOLVED, that the officers of the Company are hereby authorized to make future additional capital contributions to the JV Company on a pro-rata basis in accordance with the terms of the LLC Agreement, up to an aggregate additional amount of Two Hundred Million Dollars ($200,000,000), subject to Management Committee approval as required under the LLC Agreement, and the officers of the Company are authorized to execute and deliver any capital call notices, funding certificates, or other instruments in connection therewith.
Resolution 4: Designation of Officers for JV
RESOLVED, that Daniel Estrada, Senior Vice President — Corporate Development of CBR, is hereby designated as CBR's nominee to serve as the initial Chief Executive Officer of Solstice Plateau Energy Holdings LLC, and the officers of the Company are authorized to take all actions necessary to effectuate such appointment in accordance with the LLC Agreement.
FURTHER RESOLVED, that the Chairwoman and Chief Executive Officer of CBR, Margaret "Meg" Calloway, is hereby authorized to appoint CBR's three (3) initial designees to the Management Committee of the JV Company (the Management Committee being composed of six (6) members, three (3) designated by CBR and three (3) designated by Lumen Ridge), and to remove and replace any such designees from time to time in accordance with the terms of the LLC Agreement.
Resolution 5: Designation of Tax Matters / Partnership Representative
RESOLVED, that Priya Narayanan, Chief Financial Officer of CBR, is hereby designated to act as the partnership representative (as such term is defined in Section 6223 of the Internal Revenue Code of 1986, as amended) of Solstice Plateau Energy Holdings LLC for U.S. federal income tax purposes pursuant to Article XII of the LLC Agreement, and the officers of the Company are authorized to take all actions necessary to effectuate such designation, including the filing of any elections, notices, or other documents with the Internal Revenue Service or any applicable state or local taxing authority.
Resolution 6: Authorization of HSR Filing
RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, all notifications and report forms required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, in connection with the JV Transaction, and to take all actions necessary or advisable to obtain early termination of the applicable waiting period or antitrust clearance under the HSR Act and any other applicable federal, state, or foreign antitrust, competition, or similar laws. The Board notes for the record that the Company's HSR Act notification and report form was submitted to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice on October 18, 2023, and that early termination of the waiting period was granted on November 8, 2023.
Resolution 7: Authorization of Authorized Signatories
RESOLVED, that each of the following officers of the Company is hereby authorized and empowered to execute and deliver, on behalf of CBR, individually or jointly with one or more other authorized officers, the Transaction Documents and any and all other agreements, instruments, certificates, documents, notices, consents, or other writings of any kind or nature necessary or advisable in connection with the transactions contemplated thereby:
(i) Margaret "Meg" Calloway, Co-Founder, Chairwoman of the Board & Chief Executive Officer;
(ii) Thomas R. Briggs, Co-Founder & President;
(iii) Priya Narayanan, Chief Financial Officer;
(iv) Daniel Estrada, Senior Vice President — Corporate Development; and
(v) Rebecca Whitfield, General Counsel & Secretary.
Each such officer is authorized to approve such changes, modifications, or amendments to the Transaction Documents and related documents as such officer, in his or her sole discretion, deems necessary, appropriate, or advisable, the execution thereof by such officer to be conclusive evidence of such officer's approval of the terms thereof and the authority of such officer to execute and deliver the same on behalf of the Company.
Resolution 8: Ratification
RESOLVED, that all actions heretofore taken by the officers and directors of CBR, and by any agents, representatives, advisors, or counsel acting on behalf of the Company, in connection with the negotiation, preparation, and execution of the Transaction Documents and the consummation of the transactions contemplated thereby, including, without limitation, all filings, registrations, applications, and submissions made with or to any governmental authority, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
Resolution 9: General Authority
RESOLVED, that the officers of the Company are hereby authorized and directed to take all such further actions, execute and deliver all such further agreements, instruments, certificates, documents, and writings, and pay all such fees, costs, expenses, and disbursements (including, without limitation, the fees and expenses of Calderwood & Harkness LLP, as legal counsel to the Company, and Ridgeline Barrow & Co., as financial advisor to the Company, and all filing fees, recording fees, transfer taxes, and escrow fees) as they may deem necessary or advisable in order to fully carry out the intent, purposes, and objectives of the foregoing resolutions, the taking of such actions, the execution and delivery of such documents, and the payment of such fees, costs, and expenses to be conclusive evidence of the necessity and advisability thereof.
FURTHER RESOLVED, that each of the foregoing resolutions shall be construed and interpreted liberally to effectuate the purposes and intent of the Board as expressed herein.
EFFECTIVENESS; COUNTERPARTS.  This Unanimous Written Consent 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. This Unanimous Written Consent shall be effective as of November 28, 2023, and shall be filed with the minutes of the proceedings of the Board of Directors of the Company.
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Calloway-Briggs Renewables Inc., have executed this Unanimous Written Consent effective as of November 28, 2023.
________________________________________
Margaret "Meg" Calloway, Director
________________________________________
Thomas R. Briggs, Director
________________________________________
James H. Okonkwo, Director
________________________________________
Catherine L. Ferris, Director
________________________________________
Anil K. Mehta, Director
Effective Date: November 28, 2023
End of Exhibit C
Name | Title | Signature
Margaret "Meg" Calloway | Co-Founder, Chairwoman of the Board & Chief Executive Officer | ________
Thomas R. Briggs | Co-Founder & President | ________
Priya Narayanan | Chief Financial Officer | ________
Daniel Estrada | Senior Vice President — Corporate Development | ________
Rebecca Whitfield | General Counsel & Secretary | ________

SECRETARY'S CERTIFICATE OF CALLOWAY-BRIGGS RENEWABLES INC.

I. CERTIFYING OFFICER IDENTIFICATION AND RECITALS

II. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS

III. CERTIFICATION OF BOARD RESOLUTIONS

IV. INCUMBENCY CERTIFICATION

V. ADDITIONAL CERTIFICATIONS

VI. RELIANCE AND DELIVERY

EXECUTION

CALLOWAY-BRIGGS RENEWABLES INC.

COUNTER-CERTIFICATION BY CHIEF EXECUTIVE OFFICER

CALLOWAY-BRIGGS RENEWABLES INC.

EXHIBIT A

EXHIBIT B

EXHIBIT C

PREAMBLE AND RECITALS

Record

Parties

Dates

Amounts