Contract analysis

1. Purpose and Acceptance Thank you for selecting Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Calloway-Briggs Renewables Inc. ("CBR" or the "Client") in connection with the development, financing, and closing of the Lone Star Battery Storage Project (the "Project"), as more particularly described in Section 3 below. We are pleased to have the opportunity to serve as your legal counsel on this importa

2. Client Identification The Firm's client in this matter is Calloway-Briggs Renewables Inc., a corporation organized and existing under the laws of the State of Texas, with its principal offices located at 2200 West Commerce Street, Suite 1400, Houston, Texas 77002. Our representation may also extend to Lone Star Storage I, LLC, a Texas limited liability company and wholly owned subsidiary of CBR, which has been for

3. Scope of Representation Overview. The Firm will represent CBR and, as applicable, Lone Star Storage I, LLC, in the negotiation, drafting, and closing of the principal development agreements and related financing documents for the Lone Star Battery Storage Project. The Project consists of a 50 MW / 200 MWh lithium iron phosphate (LFP) battery energy storage system ("BESS") to be located on an approximately 15-acre

4. Engagement Team The following attorneys will serve as the core engagement team for this matter: Responsible Partner: George Trujillo. Mr. Trujillo will serve as the Responsible Partner for this engagement and will provide overall supervision and strategic direction of the Firm's work on the Project. He will serve as the primary point of contact for the Client on all substantive legal matters relating to the engage

5. Fee Arrangement 5.1 Hourly Rates The Firm will charge for legal services rendered in connection with this engagement on an hourly basis at the following standard rates, which are effective for the 2022 calendar year: Time will be recorded in increments of one-tenth (0.1) of an hour. The Firm endeavors to provide detailed time entries that accurately reflect the nature and substance of the work performed. Rates are

6. Billing and Payment The Firm will render monthly invoices to the Client for professional fees and expenses incurred during the preceding calendar month. Each invoice will include a summary of the legal services rendered during the billing period, identification of each timekeeper who performed services, the number of hours expended by each timekeeper, the applicable hourly rate for each timekeeper, and an itemized

7. Conflicts of Interest The Firm has conducted a thorough conflicts of interest check with respect to this engagement based on the information provided by the Client concerning the identities of the parties, entities, and individuals involved in or related to the Project. Based on the results of that conflicts check, the Firm has identified no conflicts of interest that would preclude the Firm from undertaking this

8. Confidentiality The Firm will maintain the confidentiality of all information provided by the Client in connection with this engagement, including all business, financial, technical, and legal information, in accordance with the applicable rules of professional conduct governing the attorney-client relationship and the attorney-client privilege. All members of the engagement team and any other Firm personnel who h

9. Document Retention Upon the conclusion of the engagement, the Firm will return to the Client, upon the Client's written request, all original documents provided by the Client to the Firm in connection with this engagement. Original documents include, but are not limited to, executed contracts, deeds, certificates, permits, and other instruments, as well as any original correspondence received from third parties on

10. Termination Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. Any termination of the engagement by the Firm shall be subject to the Firm's obligations under the applicable rules of professional conduct governing withdrawal from representation, including the obligation to take reasonable steps to protect the Client's interests, to give the Client

11. Limitation of Liability The Firm's aggregate liability to the Client for any and all claims, damages, losses, costs, and expenses of any kind arising out of or relating to this engagement, whether based on contract, tort (including negligence), breach of fiduciary duty, or any other legal or equitable theory, shall not exceed the total amount of professional fees actually paid by the Client to the Firm under this

12. Governing Law This engagement letter and the relationship between the Firm and the Client arising hereunder shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of laws that would require the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this engagement letter or the Firm's representation of t

13. Entire Agreement This engagement letter constitutes the entire agreement between the Firm and the Client regarding the terms and conditions of this engagement and supersedes all prior and contemporaneous discussions, negotiations, representations, understandings, and agreements, whether written or oral, between the parties relating to the subject matter hereof. No amendment, modification, supplement, or waiver of