Contract analysis

1. Engagement and Scope of Representation This letter confirms that Calderwood & Harkness LLP has been retained by Calloway-Briggs Renewables Inc. to serve as outside legal counsel to the Company in connection with the formation of a 50/50 joint venture (the "Joint Venture" or the "JV") between CBR and Lumen Ridge Infrastructure Partners LLC, a Delaware limited liability company headquartered in Stamford, Connecticut

2. Engagement Team The Firm has assembled a team of experienced attorneys to serve CBR in connection with this engagement. The following professionals will comprise the core engagement team: Responsible Partner: James Prentice, Partner, Mergers & Acquisitions Practice Group, Houston office. Mr. Prentice will have overall supervisory responsibility for the engagement and will serve as CBR's primary point of contact on

3. Client Identification It is important that we clearly identify the client in this engagement. The Firm's client in this engagement is Calloway-Briggs Renewables Inc. and Calloway-Briggs Renewables Inc. only. The Firm does not represent, and this engagement letter shall not be construed to create an attorney-client relationship with, any affiliate, subsidiary, parent entity, shareholder, member, officer, director,

4. Fees and Billing Arrangements 4.1 Hourly Rates Professional fees for legal services rendered in connection with this engagement will be charged on the basis of actual time expended at the Firm's standard hourly rates for the attorneys and professional staff assigned to this matter. The current standard hourly rates for the members of the engagement team are as follows: The above rates are blended within each categ

5. Conflicts of Interest In accordance with the Firm's standard procedures and applicable rules of professional conduct, the Firm has conducted a comprehensive conflicts check with respect to the parties involved in this engagement, including Calloway-Briggs Renewables Inc., Lumen Ridge Infrastructure Partners LLC, Lumen Ridge Capital Advisors LLC, Cascadia Growth Equity Fund III, L.P., and the known principals and s

6. Confidentiality The Firm will maintain the confidentiality of all information provided by or on behalf of CBR in connection with this engagement, in strict accordance with the applicable Texas Disciplinary Rules of Professional Conduct, the New York Rules of Professional Conduct, and the Firm's internal information security policies and procedures. All documents, communications, financial data, business plans, tra

7. Document Retention Upon the conclusion of this engagement — whether by reason of the closing of the transaction, the termination or abandonment of the transaction, or the termination of this engagement by either party — the Firm will maintain the files, documents, and work product related to this matter in accordance with the Firm's standard document retention policies. The Firm's current policy provides for the r

8. Limitation of Engagement The Firm's engagement under this letter is strictly limited to the specific scope of representation described in Section 1 above. Unless separately agreed in a written supplement to this engagement letter or in a separate engagement letter, the Firm is not being engaged to provide legal advice or services with respect to any matters outside the described scope, including but not limited to

9. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the event CBR terminates the engagement, such termination shall be effective upon the Firm's receipt of written notice from CBR. In the event the Firm seeks to terminate the engagement, the Firm will comply with all obligations under applicable rules of professional conduct, including taking reasonable ste

10. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this engagement letter or the Firm's representation of CBR hereunder shall be resolved in the state or federal courts located in the County of New York, State of New York, and each party hereby con

11. Entire Agreement; Amendments This letter constitutes the entire agreement between the Firm and CBR with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, relating to the subject matter hereof. No modification, amendment, supplement, or waiver of any provision of this engagement letter shall be

12. Acceptance and Execution If the foregoing terms and conditions are acceptable, please indicate CBR's agreement by signing and dating a copy of this letter in the space provided below and returning it to the undersigned. We suggest retaining a copy for your records. Upon execution by both parties, this letter shall constitute a binding agreement between the Firm and CBR. If you have any questions or wish to discus