Contract analysis

1. Engagement and Scope of Representation 1.1 Engagement. Calderwood & Harkness LLP is pleased to confirm its engagement by Calloway-Briggs Renewables Inc., a Delaware corporation, in connection with the proposed initial public offering (the "IPO" or the "Offering") of shares of common stock, par value $0.01 per share, of the Company on the New York Stock Exchange (the "NYSE"). The anticipated aggregate offering size

2. Staffing The following attorneys will be principally responsible for the Company's representation in connection with this engagement: Jennifer Kwon will serve as the primary point of contact for the engagement and will have overall responsibility for the representation, including the strategic direction of the work, supervision of the deal team, and communication with the Company's management, the underwriters, an

3. Fees and Billing Arrangements 3.1 Monthly Retainer The Company will pay C&H a monthly retainer of One Hundred Twenty-Five Thousand Dollars ($125,000) per month (the "Monthly Retainer"), commencing on the date of this Engagement Letter and continuing through the earlier of (a) the pricing of the Offering (as defined below), (b) the termination of this engagement in accordance with Section 7, or (c) the date on whic

4. Conflicts of Interest 4.1 Conflicts Check C&H has conducted a conflicts check in accordance with the Firm's standard procedures and consistent with its obligations under the New York Rules of Professional Conduct. The conflicts check covered the Company (Calloway-Briggs Renewables Inc.), its directors and executive officers, its principal stockholder (Pinnacle Vista Capital Partners III, LP, and its general partne

5. Confidentiality C&H will treat all non-public information received from the Company, its directors, officers, employees, agents, and other advisors in connection with this engagement as confidential information of the Company. C&H will not disclose such confidential information to any third party without the Company's prior consent, subject to the following exceptions: (a) disclosures required by applicable law, r

6. Document Retention C&H will maintain files relating to this engagement (including paper and electronic documents, correspondence, memoranda, and work product) in accordance with the Firm's document retention policies, as may be updated from time to time. The Firm's current document retention policy is available for review upon request. Upon conclusion of the engagement (whether by completion, termination, or other

7. Termination 7.1 Termination by the Company The Company may terminate this engagement at any time, with or without cause, upon written notice to Jennifer Kwon at the Firm's address set forth above (or such other address as C&H may designate in writing). Termination will be effective upon C&H's receipt of such written notice, subject to C&H's obligations under applicable rules of professional conduct to take reasona

8. Limitation of Liability and Indemnification C&H's aggregate liability to the Company in connection with this engagement, whether based in contract, tort, or otherwise, will not exceed the total amount of fees actually paid by the Company to C&H under this Engagement Letter, except in cases of C&H's willful misconduct or gross negligence. In no event will C&H be liable for any indirect, consequential, special, inci

9. Governing Law and Dispute Resolution This Engagement Letter will be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts-of-law principles thereof that would require or permit the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or in connection with this Engagement Letter or the engagement contemplated h

10. Miscellaneous Entire Agreement. This Engagement Letter constitutes the entire agreement between C&H and the Company with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements, whether written or oral, between the parties with respect to the subject matter hereof. Amendments. This Engagement Letter may be a