Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Calloway-Briggs Renewables Inc. ("CBR"), a corporation organized and existing under the laws of the State of Delaware, as outside legal counsel in connection with the matter described herein. We appreciate the confidence that CBR has placed in our Firm, and we look forward to providing C

2. Scope of Representation Calderwood & Harkness will represent CBR, and its wholly-owned subsidiary Saguaro Flats Solar LLC, a limited liability company organized under the laws of the State of Delaware (the "Project Company"), as Seller in connection with the negotiation, drafting, and execution of a long-term Power Purchase Agreement (the "PPA") with Meridian DataCore Solutions Inc. ("Meridian" or "Buyer"), a corp

3. Identification of Counterparties and Related Parties For purposes of clarity and to facilitate ongoing conflicts monitoring, the following is a summary of the principal counterparties and related parties known to the Firm as of the date of this Engagement Letter in connection with this matter: Buyer / Counterparty: Meridian DataCore Solutions Inc., a Delaware corporation, with principal offices located at 700 Lake

4. Engagement Team Calderwood & Harkness has assembled the following team of attorneys to represent CBR in this engagement. The team has been selected based on relevant experience in renewable energy transactions, power purchase agreement negotiation, and project finance matters: Responsible Partner: Patricia Dunmore, Partner, Energy & Infrastructure Practice Group. Ms. Dunmore will have overall responsibility for th

5. Fee Arrangement and Billing Rates Legal services rendered by Calderwood & Harkness in connection with this engagement will be billed on an hourly basis at the Firm's standard rates then in effect for the applicable timekeeper. Time will be recorded and billed in increments of one-tenth (0.1) of an hour. The current standard hourly rate ranges for the categories of timekeepers who may work on this engagement are as

6. Expenses and Disbursements In addition to legal fees, CBR will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by Calderwood & Harkness in connection with the performance of legal services under this engagement. Such expenses and disbursements include, without limitation, the following: • Travel costs, including airfare, ground transportation, lodging, and m

7. Billing and Payment Terms Calderwood & Harkness will render invoices to CBR on a monthly basis for legal fees and expenses incurred during the preceding calendar month. Each invoice will be itemized by timekeeper, will include a description of the task or activity performed, the time expended on each task (in tenths of an hour), and a detailed listing of all expenses and disbursements incurred during the billing p

8. Confidentiality Calderwood & Harkness will maintain in strict confidence all information received from CBR, the Project Company, or any of their respective officers, directors, employees, agents, or representatives in connection with this engagement, consistent with the Firm's professional obligations under applicable rules of professional conduct, including the Texas Disciplinary Rules of Professional Conduct and

9. Conflicts of Interest Calderwood & Harkness has conducted a comprehensive conflicts check in connection with this proposed engagement, in accordance with the Firm's standard conflicts clearance procedures. Based on the information currently available to the Firm, including the identification of the parties and related entities set forth in Section 3 above, the Firm has identified no conflicts of interest that woul

10. Document Retention Upon the conclusion of this engagement, whether by completion of the matter, termination, or otherwise, Calderwood & Harkness will retain client files, work product, and related documents and materials in accordance with the Firm's document retention policy, as in effect from time to time. Under the Firm's current document retention policy, client files are retained for a minimum period of seve

11. Termination of Engagement Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. Written notice of termination may be delivered by email, hand delivery, or recognized overnight courier to the address or contact information on file for each party. In the event of termination of this engagement, whether by CBR or by Calderwood & Harkness, CBR shall rem

12. Limitation on Scope; No Guarantee of Outcome This engagement is limited to the scope of representation described in Section 2 above. Calderwood & Harkness does not undertake to represent CBR in any matter beyond the scope expressly set forth in this Engagement Letter, unless the parties agree in writing to expand the scope of the engagement or to enter into a separate engagement. CBR acknowledges and agrees that

13. Governing Law This Engagement Letter and the attorney-client relationship between Calderwood & Harkness and CBR established hereby shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any

14. Acceptance and Countersignature We respectfully request that CBR confirm its agreement to the terms and conditions of this Engagement Letter by having an authorized representative of CBR execute this letter in the space provided below and return a signed copy to Calderwood & Harkness at the address set forth above, or by email to Patricia Dunmore at pdunmore@calderwoodharkness.com. This Engagement Letter shall be