Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Calloway-Briggs Renewables Inc. ("CBR" or the "Company") to serve as outside legal counsel to CBR in connection with the structuring, negotiation, documentation, and closing of a tax-equity investment and parallel transferable tax-credit sale transaction relating to CBR's portfolio of seven utility-scale

2. Scope of Representation C&H will represent CBR in connection with the following matters relating to the Solstice Portfolio financing. Each subsection below describes a component of the engagement in greater detail. Unless otherwise agreed in writing, the scope of the Firm's work will be limited to the matters described in Sections 2.1 through 2.5, subject to the exclusions set forth in Section 2.6. 2.1 Tax-Equity

3. Staffing The following attorneys will be principally responsible for this engagement. Each attorney's role and relevant experience are described below. 3.1 Tax Team (Lead) Leonard Cross — Responsible Partner, Tax. Mr. Cross will provide overall supervision and strategic direction for the engagement. He will serve as the primary relationship partner and will be responsible for the quality and completeness of the Fi

4. Fees and Billing 4.1 Hourly Rates Fees for this engagement will be billed on an hourly basis at the following rates for the attorneys identified below: The foregoing rates are effective as of the date of this Engagement Letter and will remain in effect through December 31, 2023. The Firm reserves the right to adjust its standard hourly rates annually, effective January 1 of each calendar year, provided that any ra

5. Billing Practices 5.1 Invoicing. The Firm will issue monthly invoices for professional services rendered and expenses incurred during the preceding calendar month. Invoices will be prepared in reasonable detail, including a description of the services performed, the identity of the attorney or other professional performing such services, the time expended, and an itemization of expenses incurred. All invoices will

6. Confidentiality All information provided by CBR to C&H in connection with this engagement, including business, financial, technical, operational, and strategic information, will be treated as confidential and will be protected by the attorney-client privilege and/or the work product doctrine, as applicable under the laws and rules governing this engagement. The Firm will implement and maintain reasonable safeguard

7. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures, including a review of its client database and a canvass of relevant practice groups, and confirms that, as of the date of this Engagement Letter, we are not aware of any conflict of interest that would prevent us from undertaking this representation in accordance with the New York Rules of Professional Conduc

8. Document Retention Upon completion or termination of this engagement, the Firm will maintain its files relating to this matter in accordance with the Firm's standard document retention policies, as in effect from time to time. Under the Firm's current policy, closed matter files are retained for a period of ten (10) years following the conclusion of the engagement, after which they may be destroyed without further

9. Termination Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. CBR may terminate the engagement by providing written notice to Leonard Cross at the address set forth in the signature block below. The Firm may terminate the engagement by providing written notice to Marcus Calloway at the address set forth in the addressee block above. Any terminati

10. Limitation of Liability To the fullest extent permitted by applicable law and the rules of professional conduct, the Firm's aggregate liability to CBR arising out of or relating to the professional services performed under this Engagement Letter, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total fees actually paid by CBR to the Firm und

11. Governing Law and Dispute Resolution This Engagement Letter and any disputes arising out of or relating to it, including disputes regarding the scope, interpretation, or validity of this letter, the Firm's professional services, or the fees charged hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws that would require

12. Entire Agreement and Amendments This Engagement Letter constitutes the entire agreement between the Firm and CBR with respect to the terms of this engagement and supersedes all prior and contemporaneous discussions, correspondence, proposals, representations, and understandings, whether oral or written, relating to the subject matter hereof. Neither party has relied upon any representation or warranty not express

13. Acceptance and Countersignature We ask that you confirm CBR's acceptance of the terms of this Engagement Letter by signing the acknowledgment and agreement set forth below and returning a signed copy of this letter to our offices at your earliest convenience. A scanned copy transmitted by email to the undersigned shall be sufficient for this purpose, with the original to follow by mail or courier. This engagement

1. Calderwood & Harkness LLP — Supplemental Terms and Conditions of Engagement (Standard Form, Rev. January 2023)

2. Calderwood & Harkness LLP — Privacy Notice and Data Protection Policy Attorney | Position | Hourly Rate Leonard Cross | Partner, Tax | $1,450 Sylvia Hartwell | Partner, Tax | $1,350 Monica Chu | Partner, Project Finance | $1,300 Leila Nazari | Associate, Tax | $875 Robert Jansen | Associate, Tax | $725 Derek Saunders | Senior Associate, Real Estate | $800