1015-00005 · Calloway-Briggs Renewables Inc · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Lexington Avenue New York, NY 10022

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

June 15, 2023

PRIVILEGED AND CONFIDENTIAL

Mr. Marcus Calloway Chairman & Chief Executive Officer Calloway-Briggs Renewables Inc. 2700 Post Oak Boulevard, Suite 1450 Houston, TX 77056

Re: Engagement of Calderwood & Harkness LLP — Tax-Equity and Transferable Tax-Credit Financing of the Solstice Portfolio

Matter No.: 1015-00005 Billing No.: 78204-001

Dear Mr. Calloway:

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 solar photovoltaic projects known as the "Solstice Portfolio." The Solstice Portfolio consists of seven ground-mounted, utility-scale solar photovoltaic generating facilities totaling approximately 420 megawatts (direct current) ("MW(dc)"), located across various sites in the states of Texas and New Mexico, as more particularly described in the project summary previously furnished to the Firm.

We understand that the combined financing contemplated by the Solstice Portfolio transaction is expected to generate approximately One Hundred Eighty Million Dollars ($180,000,000) in combined tax-equity capital contributions and transferable tax-credit sale proceeds. The transaction is expected to involve both a partnership-flip tax-equity structure and a separate, parallel sale of transferable Investment Tax Credits ("ITCs") under Section 6418 of the Internal Revenue Code of 1986, as amended (the "Code"), as enacted by the Inflation Reduction Act of 2022 (the "IRA").

This letter (this "Engagement Letter") sets forth the terms and conditions of our engagement, including the scope of representation, staffing, fees, billing practices, confidentiality obligations, conflicts of interest, and other matters relevant to the attorney-client relationship between C&H and CBR. We ask that you review this Engagement Letter carefully and, if the terms are acceptable, execute and return a copy to us as provided in Section 13 below.

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 Partnership-Flip Structure

C&H will advise CBR with respect to the structuring, drafting, and negotiation of a partnership-flip tax-equity investment vehicle for the Solstice Portfolio. The parties expect that the tax-equity vehicle will be Solstice Holdings, LLC, a Delaware limited liability company (the "Partnership" or "Holdings"). CBR Solstice Manager, LLC, a Delaware limited liability company and wholly owned subsidiary of CBR (the "Managing Member"), will serve as the managing member of Holdings and will be responsible for the day-to-day management and operation of the Solstice Portfolio projects held directly or indirectly by Holdings.

The tax-equity investor is expected to be Ridgeline Capital Partners, LLC ("Ridgeline"), a Delaware limited liability company, which is expected to commit approximately One Hundred Twenty Million Dollars ($120,000,000) in aggregate capital contributions to Holdings in exchange for its allocation of ITCs, accelerated depreciation deductions, and other tax benefits associated with the Solstice Portfolio, as well as cash distributions from operations.

In connection with the partnership-flip structure, C&H's work will include, without limitation, the following:

(a) Drafting, reviewing, and negotiating an Amended and Restated Limited Liability Company Agreement for Holdings (the "LLC Agreement"), including provisions governing capital contributions, allocation of income, gain, loss, deduction, and credit among the members, the distribution waterfall (including pre-flip and post-flip distribution mechanics), flip date mechanics, purchase option and call/put provisions, buy-out mechanics, and related governance, transfer, and dissolution provisions;

(b) Drafting and negotiating capital contribution agreements governing the timing, conditions precedent, and mechanics of Ridgeline's capital contributions to Holdings, including any true-up and adjustment mechanisms;

(c) Advising on the structuring of the distribution waterfall, including the allocation of cash available for distribution before and after the flip date, target return calculations, and internal rate of return ("IRR") hurdle provisions;

(d) Reviewing and negotiating tax indemnification provisions, including indemnities related to ITC recapture, disqualification of tax credits, and reductions in tax benefits;

(e) Drafting and negotiating ancillary documents, including the contribution agreement, the management services agreement, the administrative services agreement, and any other agreements between the Managing Member and Holdings;

(f) Coordinating with Ridgeline's outside legal counsel, Whitfield & Ayers LLP, with respect to the negotiation and finalization of all transaction documents relating to the tax-equity investment; and

(g) Advising on structural and tax issues that may arise during the course of negotiations with Ridgeline and its counsel.

2.2 Section 6418 Transferable Credit Sale

C&H will advise CBR with respect to the structuring, drafting, and negotiation of a tax credit purchase agreement (the "TCPA") for the sale of a portion of the ITCs attributable to the Solstice Portfolio projects pursuant to Section 6418 of the Code, as enacted by Section 13801 of the IRA. The credit buyer is expected to be Pinehurst Insurance Group, Inc. ("Pinehurst"), a Connecticut corporation, which is expected to purchase transferred credits having an estimated face value of approximately Sixty Million Dollars ($60,000,000).

In connection with the Section 6418 transfer, C&H's work will include, without limitation, the following:

(a) Structuring and drafting the TCPA, including provisions governing the identification of eligible credits, the calculation and verification of credit amounts, the determination of purchase price and any price adjustment mechanisms, representations and warranties of both the seller and the buyer, conditions precedent to the sale and purchase, closing mechanics, and post-closing true-up and reconciliation provisions;

(b) Drafting tax indemnity agreements relating to the transferred credits, including indemnities with respect to the disallowance, recapture, or reduction of transferred credits and any excess credit transfer adjustments;

(c) Preparing transfer election statements and related documentation required to effectuate a valid election under Section 6418 of the Code and applicable Treasury regulations and IRS guidance (including IRS Notice 2023-44 and any subsequently issued proposed or final regulations);

(d) Advising on the interaction of the Section 6418 transfer with the partnership-flip structure, including the allocation of credits between the partnership structure and the credit sale, and the impact of the transfer on the tax-equity investor's expected returns;

(e) Coordinating with Pinehurst's outside legal counsel, Thornberry Mack LLP, with respect to the negotiation and finalization of all transaction documents relating to the transferable credit sale; and

(f) Advising CBR on compliance with any registration, reporting, or pre-filing requirements applicable to the Section 6418 transfer, including the pre-filing registration requirement under Section 6418(g) of the Code.

2.3 Tax Analysis and Opinion Work

C&H will provide tax analysis and opinion work in connection with both the partnership-flip structure and the Section 6418 transfer. This work will include, without limitation, the following:

(a) Preparation of one or more detailed tax structure memoranda analyzing the federal income tax treatment of the partnership-flip structure and the Section 6418 transfer, including the anticipated tax consequences to CBR, the Managing Member, Ridgeline, and Pinehurst;

(b) Analysis of ITC eligibility and basis for each of the seven Solstice Portfolio projects, including the determination of eligible energy property, the calculation of the applicable ITC rate (including the base rate under Section 48(a) of the Code and any applicable bonus credit amounts), the availability of the domestic content bonus credit adder under Section 48(a)(12) of the Code, and compliance with the prevailing wage and apprenticeship requirements under Section 48(a)(9) and (10) of the Code (as added by IRA Section 13102);

(c) Preparation of an ITC recapture risk analysis under Section 50(a) of the Code, including analysis of the recapture period, disposition and cessation events, recapture calculations, and the impact of recapture on the tax-equity investor and the credit buyer, as well as the allocation of recapture risk among the parties;

(d) Partnership tax allocation analysis under Section 704(b) of the Code and the Treasury regulations promulgated thereunder, including analysis of substantial economic effect, the economic effect equivalence safe harbor, capital account maintenance rules, deficit restoration obligations, qualified income offset provisions, and the minimum gain chargeback rules, as well as Section 704(c) allocation methods applicable to contributed property;

(e) Research and analysis regarding the interaction of Section 6418 transfers with partnership-flip structures, including the treatment of transferred credits for purposes of Section 704(b) allocations, the impact of credit transfers on the tax-equity investor's capital account and target return calculations, and any limitations on the ability of a partnership (or its partners) to elect to transfer credits under Section 6418;

(f) Delivery of closing tax opinion letters to Ridgeline (and its counsel, Whitfield & Ayers LLP) and Pinehurst (and its counsel, Thornberry Mack LLP) addressing the material federal income tax consequences of the transactions, including opinions regarding ITC eligibility, the validity of the Section 6418 transfer election, the tax treatment of the partnership-flip structure, and related matters, in each case subject to customary assumptions, qualifications, and limitations; and

(g) Such additional tax research, analysis, and memoranda as may reasonably be required in connection with the structuring, negotiation, and closing of the Solstice Portfolio financing.

2.4 Corporate, Finance, and Real Estate Support

C&H will provide corporate, finance, and real estate legal support in connection with the Solstice Portfolio financing. This work will include, without limitation, the following:

(a) Preparation and delivery of legal opinions regarding the due authorization, valid existence, enforceability, and no-conflicts status of CBR and its relevant subsidiaries, including the Managing Member and any intermediate holding entities, in connection with the execution and delivery of the transaction documents;

(b) Review and negotiation of back-leverage intercreditor and consent arrangements with Osprey National Bank, N.A. ("Osprey"), CBR's construction lender and back-leverage lender for the Solstice Portfolio, including review of the existing credit facilities to identify consent and waiver requirements triggered by the tax-equity investment and the credit sale, and negotiation of an intercreditor agreement (or amendments to existing intercreditor arrangements) to govern the relative rights and priorities of Osprey, Ridgeline, and Holdings;

(c) Drafting and negotiation of pledge agreement documentation pursuant to which CBR will pledge its managing-member interest in Holdings to Osprey as collateral for the back-leverage facility, including any related UCC financing statement filings;

(d) Review of escrow arrangements with Clearwater Escrow Services, Inc. (the "Escrow Agent"), including review and negotiation of escrow agreements governing the deposit, investment, and release of capital contribution amounts and credit purchase price proceeds;

(e) Real property and lease diligence across the seven Solstice Portfolio project sites, including review of ground leases, easements, rights-of-way, access agreements, title commitments, surveys, and zoning and land use approvals, coordinated through our Houston office with the assistance of local counsel as needed;

(f) Review of regulatory and permitting compliance matters, including interconnection agreements and related transmission and distribution arrangements with ERCOT for the Texas-sited projects and Northgate Corporation/WECC interconnection arrangements for the New Mexico-sited projects, as well as review of applicable state and local permits, development agreements, and conditional use permits;

(g) Insurance compliance review, including review of builder's risk, commercial general liability, property, and other insurance policies for compliance with the requirements of the LLC Agreement, the credit agreements, and the TCPA;

(h) Review of UCC, judgment, tax lien, bankruptcy, and intellectual property lien searches for CBR, the Managing Member, Holdings, and each project-level entity, and preparation of a summary of search results and any required corrective filings; and

(i) Such additional corporate, finance, and real estate legal support as may reasonably be required in connection with the structuring, negotiation, and closing of the Solstice Portfolio financing.

2.5 Closing and Post-Closing

C&H will coordinate and manage the closing of the Solstice Portfolio financing and will provide limited post-closing support. This work will include, without limitation, the following:

(a) Preparation of detailed closing checklists identifying all documents, certificates, opinions, consents, approvals, and other deliverables required to be executed and delivered at or prior to closing;

(b) Preparation of signature page matrices identifying each document requiring execution and the applicable signatories, and coordination of the circulation, execution, and collection of signature pages;

(c) Preparation of funds flow memoranda setting forth the flow of funds at closing, including the disbursement of Ridgeline's capital contributions, the payment of Pinehurst's credit purchase price, the repayment or paydown of outstanding construction loan amounts owed to Osprey, the funding of reserve accounts, and the payment of transaction costs and fees;

(d) Coordination of closing mechanics, including the sequencing of document deliveries, the release of escrow funds, and the satisfaction or waiver of conditions precedent;

(e) Preparation of officer's certificates, secretary's certificates, incumbency certificates, and good standing certificates for CBR and its subsidiaries as required by the transaction documents;

(f) Preparation of closing indices and organization of closing sets (both electronic and hard copy) for distribution to all parties; and

(g) Post-closing compliance guidance, including guidance regarding ITC recapture monitoring obligations, Section 6418 filing and reporting requirements (including annual information reporting under Section 6418(h) of the Code), partnership tax return preparation coordination with CBR's independent auditors, and ongoing compliance with the prevailing wage and apprenticeship requirements during any applicable correction period.

2.6 Exclusions from Scope

Notwithstanding the foregoing, this engagement does not include representation in connection with, and C&H will not be providing legal advice to CBR regarding, any of the following matters:

(i) Any securities law matters, including the issuance, offer, or sale of any securities of CBR or its affiliates, compliance with the Securities Act of 1933 or the Securities Exchange Act of 1934, or related SEC reporting or disclosure obligations;

(ii) Any regulatory proceedings before the U.S. Securities and Exchange Commission ("SEC") or any state public utility commission, public service commission, or similar regulatory body;

(iii) Any environmental litigation, enforcement actions, or remediation matters, including matters arising under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean Air Act, the Clean Water Act, or any analogous state environmental statute;

(iv) Any employment or labor matters, including matters relating to employee compensation, benefits, labor relations, workplace safety, or compliance with federal, state, or local employment laws;

(v) Any intellectual property matters, including the prosecution, maintenance, licensing, or enforcement of patents, trademarks, copyrights, or trade secrets; or

(vi) Any matters unrelated to the Solstice Portfolio financing described in this Engagement Letter.

CBR acknowledges and agrees that CBR's independent auditors, Larchmont & Associates, PLLC ("Larchmont"), will remain solely responsible for auditing, accounting, and tax-return preparation services for CBR and its subsidiaries. C&H will coordinate with Larchmont as reasonably necessary with respect to tax structuring matters related to the Solstice Portfolio financing, but C&H will not be responsible for the accuracy or completeness of any audit, financial statement, or tax return prepared by Larchmont.

CBR further acknowledges that the independent appraisal and fair market value analysis for the Solstice Portfolio projects is being performed by Greystone Worthington, LLC ("Greystone"). C&H will review the Greystone appraisal for purposes of the tax analysis and opinion work described in Section 2.3, but C&H will not independently verify the appraisal methodology, assumptions, or conclusions, and C&H will be entitled to rely on the Greystone appraisal for purposes of its tax opinions.

CBR also acknowledges that independent engineering reports for the Solstice Portfolio projects are being prepared by Meridian Technical Advisors, LLC ("Meridian"). C&H will review the Meridian engineering reports for purposes of the diligence described in Section 2.4 and the tax analysis described in Section 2.3 (including with respect to placed-in-service determinations and energy output assumptions), but C&H will not independently verify the engineering assessments, resource data, production estimates, or other technical conclusions contained in the Meridian reports.

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 Firm's work product. Mr. Cross has twenty-eight (28) years of experience advising developers, investors, and lenders in renewable energy tax-equity transactions, including partnership-flip, sale-leaseback, and inverted-lease-pass-through structures. He has been involved in more than $15 billion in aggregate tax-equity commitments over the course of his career and has deep familiarity with the evolving regulatory landscape under the Inflation Reduction Act.

Sylvia Hartwell — Billing Partner, Tax. Ms. Hartwell will focus on partnership tax structuring and ITC allocation analysis. She will work closely with Mr. Cross on the tax opinion letters to be delivered at closing and will take the lead on the Section 704(b) allocation analysis and the ITC recapture risk analysis. Ms. Hartwell has over twenty (20) years of experience in partnership taxation and renewable energy finance.

Leila Nazari — Lead Associate, Tax (Fifth Year). Ms. Nazari will handle day-to-day drafting, negotiation, and coordination with counterparty counsel, including Whitfield & Ayers LLP and Thornberry Mack LLP. She will serve as the primary point of contact for routine matters and will manage the document production and review process for the tax-related transaction documents.

Robert Jansen — Working Associate, Tax (Third Year). Mr. Jansen will support diligence, ancillary document preparation, and legal research. He will assist Ms. Nazari with the preparation of tax structure memoranda, transfer election documentation, and closing deliverables.

3.2 Corporate/Finance and Real Estate Support

Monica Chu — Partner, Project Finance. Ms. Chu will advise on the review and negotiation of the Osprey credit facilities, back-leverage intercreditor and consent arrangements, pledge documentation, escrow agreements, and related corporate and finance matters. She will also oversee the preparation of enforceability and no-conflicts opinions.

Derek Saunders — Senior Associate, Real Estate/Project Development. Mr. Saunders will handle site-level real estate diligence across the seven Solstice Portfolio project locations, including review of ground leases, easements, title matters, survey issues, and land use and zoning approvals. Mr. Saunders is based in the Firm's Houston office and is familiar with the Texas and New Mexico regulatory and real property environments applicable to utility-scale solar projects.

3.3 Additional Resources

The Firm may from time to time assign additional attorneys or professional staff (including paralegals, law clerks, and other support personnel) to assist with specific tasks in connection with this engagement. Any such assignments will be made at rates consistent with those set forth in Section 4 below for attorneys and staff of comparable experience level and position. The Firm will endeavor to provide CBR with advance notice of any material staffing changes and will ensure continuity and consistency in the handling of this matter.

The primary day-to-day contact on CBR's side is expected to be Priya Anand, Vice President, Project Finance. Ms. Anand will serve as the principal liaison between CBR and the Firm for purposes of transmitting instructions, coordinating document review and negotiation, and facilitating communications with CBR's other advisors and counterparties. The Firm may also communicate directly with other CBR personnel (including Mr. Calloway and Mr. Vasquez) as appropriate and with CBR's consent.

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 rate increases applicable to this engagement will be communicated to CBR in writing at least thirty (30) days prior to taking effect.

In the event that additional attorneys are assigned to this engagement pursuant to Section 3.3, their rates will be at the Firm's standard rates for attorneys of comparable experience and seniority and will be communicated to CBR in advance of such attorneys commencing work on the matter.

Paralegal and legal assistant time will be billed at rates ranging from $350 to $475 per hour, depending on the experience level and specialization of the individual.

4.2 Estimated Fees

Based on our current understanding of the scope, complexity, and anticipated timeline of the transaction as described in Section 2 above, we estimate that total legal fees for this engagement will range from One Million Two Hundred Thousand Dollars ($1,200,000) to One Million Five Hundred Thousand Dollars ($1,500,000). This estimate is based on the following assumptions, among others: (a) the transaction will involve a single tax-equity investor and a single credit buyer; (b) the basic structural parameters of the partnership-flip and the Section 6418 transfer have been agreed in principle between the parties; (c) negotiations will proceed in a commercially reasonable timeframe; (d) the due diligence process will not reveal material title defects, permitting deficiencies, or other issues requiring extensive remediation; and (e) the transaction will close within approximately four to five months from the date of this Engagement Letter.

This estimate is provided for planning purposes only and does not constitute a cap, a fixed fee, or a guaranteed maximum. Actual fees may vary—potentially materially—depending on the complexity of negotiations, the extent of diligence required, the number and nature of issues that arise during the engagement, the responsiveness of counterparties and their counsel, the extent of regulatory or governmental review, changes in applicable law or IRS guidance, and the overall duration of the engagement. We will endeavor to keep CBR regularly apprised of the status of accrued fees as the engagement progresses and will provide updated estimates as warranted by developments in the transaction.

4.3 Success Fee

In addition to the hourly fees described in Section 4.1, CBR will pay the Firm a transaction success fee (the "Success Fee") in the amount of One Hundred Fifty Thousand Dollars ($150,000), which shall be payable upon the closing of the tax-equity investment and transferable-credit sale transactions contemplated by this Engagement Letter. The Success Fee shall be invoiced promptly following closing and shall be due and payable in accordance with the payment terms set forth in Section 5.2 below.

The Success Fee is earned solely upon the occurrence of the closing; if the transaction does not close for any reason (including, without limitation, a termination of this engagement, a decision by CBR not to proceed, or a failure to satisfy conditions precedent), no Success Fee shall be payable, and CBR shall have no obligation with respect thereto. For the avoidance of doubt, the Success Fee is in addition to, and not in lieu of, the hourly fees and expense reimbursements described in this Section 4.

4.4 Expenses. CBR will reimburse the Firm for reasonable out-of-pocket expenses actually incurred in connection with this engagement, including, but not limited to, the following: travel expenses (including airfare, ground transportation, hotel accommodations, and meals) for attorneys required to travel in connection with the engagement; overnight courier and express delivery charges; long-distance telecommunications charges; computerized legal research charges (including Westmark Data Systems, Sundial Solutions, and similar services); document production, printing, and copying charges; binding and assembly of closing sets; and similar disbursements.

Total reimbursable expenses of the types described in the foregoing sentence (exclusive of governmental filing fees, recording fees, and similar charges) shall not exceed Forty-Five Thousand Dollars ($45,000) without CBR's prior written consent. In the event that the Firm anticipates that reimbursable expenses will exceed this threshold, the Firm will promptly notify CBR and obtain CBR's written authorization before incurring additional expenses.

Filing fees, recording fees (including UCC filing and search fees), and similar governmental charges will be billed to CBR at cost and are not subject to the foregoing cap. Such charges will be itemized on the Firm's monthly invoices.

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 reference Matter No. 1015-00005 and Billing No. 78204-001. Invoices will be directed to Theo Vasquez, Chief Financial Officer, at Calloway-Briggs Renewables Inc., 2700 Post Oak Boulevard, Suite 1450, Houston, TX 77056, unless CBR provides alternative invoicing instructions in writing. The Firm can also accommodate electronic invoice delivery via email or through CBR's designated e-billing platform, if applicable, upon CBR's written request.

5.2 Payment Terms

Invoices are due and payable within thirty (30) days of receipt. The Firm reserves the right to charge interest at the rate of one percent (1.0%) per month (or, if lower, the maximum rate permitted by applicable law) on any amounts outstanding more than sixty (60) days past due. If CBR disputes any portion of an invoice, CBR shall notify the Firm in writing within fifteen (15) days of receipt and shall pay any undisputed portion in accordance with the foregoing payment terms. The parties will work in good faith to resolve any billing disputes promptly.

5.3 Retainer. No retainer is required for this engagement. The Firm reserves the right to request a retainer deposit in the event that invoices remain unpaid for more than ninety (90) days, subject to prior written notice to CBR.

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 safeguards to protect the confidentiality of such information, consistent with the Firm's standard information security policies and applicable professional obligations.

The Firm will not disclose confidential information received from CBR to any third party without CBR's prior written consent, except as may be required by applicable law, court order, subpoena, or the rules of professional conduct governing the Firm's attorneys, or as reasonably necessary to perform the services contemplated by this Engagement Letter. Without limiting the generality of the foregoing, CBR acknowledges and consents to the delivery of closing opinion letters to Ridgeline, Pinehurst, and Osprey (and their respective counsel) at or in connection with closing, which opinion letters will be subject to customary reliance limitations, qualifications, and restrictions on further distribution or use. CBR also consents to the Firm's disclosure of confidential information to the extent reasonably necessary to coordinate with CBR's other professional advisors, including Larchmont & Associates, PLLC, Greystone Worthington, LLC, and Meridian Technical Advisors, LLC, in each case solely for purposes of this engagement.

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 Conduct.

CBR acknowledges that C&H is a large, full-service law firm that represents a range clients across multiple industries, including other clients in the renewable energy sector and in the tax-equity and project finance markets. It is possible that the Firm currently represents, or may in the future represent, parties whose interests are, or may become, adverse to CBR in matters that are wholly unrelated to the Solstice Portfolio financing or this engagement. CBR hereby consents to such representation by the Firm, provided that such adverse representation does not involve the Solstice Portfolio transaction itself or any matter that is substantially related to the subject matter of this engagement. Nothing in this consent shall be construed as a waiver of CBR's right to object to any specific adverse representation that CBR reasonably believes to be substantially related to this engagement, and the Firm will promptly notify CBR and seek CBR's informed consent in the event that any such conflict arises.

In this engagement, C&H represents CBR only, and does not represent any of CBR's affiliates, subsidiaries, parent entities, joint venture partners, officers, directors, shareholders, or employees individually, unless the Firm is separately engaged in writing to provide such representation. Similarly, C&H does not represent Ridgeline, Pinehurst, Osprey, or any other counterparty or third party in connection with this transaction. Each counterparty has engaged its own independent legal counsel, and CBR should not expect C&H to protect or advance the interests of any party other than CBR.

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 notice to CBR unless CBR has requested the return of its files prior to such date.

Client documents and original instruments will be returned to CBR upon written request at any time during or after the engagement. The Firm's own work product, internal memoranda, drafts, notes, research files, and administrative records may be retained or disposed of in accordance with the Firm's policies after expiration of the applicable retention period. CBR acknowledges that the Firm may retain copies of client documents and final work product for archival, compliance, and conflict-checking purposes even after the original files have been returned to CBR.

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 termination by the Firm will be subject to the Firm's professional obligations, including any applicable requirements to seek leave of withdrawal from any tribunal before which the Firm is appearing on CBR's behalf.

In the event of termination by either party, CBR will remain obligated to pay for all professional services rendered and expenses incurred through the effective date of termination, including any unbilled time and expenses as of such date. The Success Fee described in Section 4.3 will not be payable if the transaction has not closed as of the effective date of termination.

Upon termination, the Firm will take reasonable steps to protect CBR's interests and to facilitate an orderly transition of the matter to successor counsel, if any, designated by CBR. Such steps will include the prompt transfer of files, documents, and work product to successor counsel upon CBR's written request, subject to CBR's satisfaction of all outstanding fee and expense obligations.

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 under this Engagement Letter. This limitation applies to all claims, damages, losses, costs, and expenses of any nature whatsoever, including direct, indirect, incidental, consequential, special, and punitive damages.

Notwithstanding the foregoing, this limitation of liability shall not apply to losses, damages, or liabilities arising directly from the Firm's willful misconduct or gross negligence in the performance of its professional obligations under this Engagement Letter.

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 the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the breach, termination, or validity thereof shall be finally resolved by binding arbitration in the City of New York, State of New York, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties, or, if the parties are unable to agree within thirty (30) days of a demand for arbitration, selected by the AAA in accordance with its rules. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that the allocation of such costs and fees should be otherwise.

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 expressly set forth in this Engagement Letter.

No amendment, modification, or waiver of any provision of this Engagement Letter shall be effective unless set forth in a writing signed by both parties. No failure or delay by either party in exercising any right, power, or remedy under this Engagement Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

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 shall be deemed effective as of the date first written above (June 15, 2023) upon our receipt of CBR's countersignature.

We look forward to working with you and your team on this important transaction. The Solstice Portfolio represents a significant milestone for CBR, and we are committed to bringing the full resources and expertise of the Firm to bear in achieving a successful closing. Please do not hesitate to contact Leonard Cross or Sylvia Hartwell with any questions regarding this Engagement Letter or the engagement generally.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Cross Partner, Tax 600 Lexington Avenue New York, NY 10022 Telephone: (212) 554-7128

Email: lcross@calderwoodharkness.com

Co-signed:

________________________________________

Sylvia Hartwell Partner, Tax (Billing Partner) 600 Lexington Avenue New York, NY 10022 Telephone: (212) 554-7245

Email: shartwell@calderwoodharkness.com

ACKNOWLEDGMENT AND AGREEMENT

The undersigned, on behalf of Calloway-Briggs Renewables Inc., hereby acknowledges receipt of this Engagement Letter, confirms that the terms set forth herein are acceptable, and agrees to be bound by such terms as of the date first written above.

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Marcus Calloway

Title: Chairman & Chief Executive Officer

Date: ________

cc: Theo Vasquez, Chief Financial Officer, Calloway-Briggs Renewables Inc. Priya Anand, Vice President, Project Finance, Calloway-Briggs Renewables Inc.

Enclosures:

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

CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Lexington Avenue New York, NY 10022
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
June 15, 2023
PRIVILEGED AND CONFIDENTIAL
Mr. Marcus Calloway Chairman & Chief Executive Officer Calloway-Briggs Renewables Inc. 2700 Post Oak Boulevard, Suite 1450 Houston, TX 77056
Re: Engagement of Calderwood & Harkness LLP — Tax-Equity and Transferable Tax-Credit Financing of the Solstice Portfolio
Matter No.: 1015-00005 Billing No.: 78204-001
Dear Mr. Calloway:
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 solar photovoltaic projects known as the "Solstice Portfolio." The Solstice Portfolio consists of seven ground-mounted, utility-scale solar photovoltaic generating facilities totaling approximately 420 megawatts (direct current) ("MW(dc)"), located across various sites in the states of Texas and New Mexico, as more particularly described in the project summary previously furnished to the Firm.
We understand that the combined financing contemplated by the Solstice Portfolio transaction is expected to generate approximately One Hundred Eighty Million Dollars ($180,000,000) in combined tax-equity capital contributions and transferable tax-credit sale proceeds. The transaction is expected to involve both a partnership-flip tax-equity structure and a separate, parallel sale of transferable Investment Tax Credits ("ITCs") under Section 6418 of the Internal Revenue Code of 1986, as amended (the "Code"), as enacted by the Inflation Reduction Act of 2022 (the "IRA").
This letter (this "Engagement Letter") sets forth the terms and conditions of our engagement, including the scope of representation, staffing, fees, billing practices, confidentiality obligations, conflicts of interest, and other matters relevant to the attorney-client relationship between C&H and CBR. We ask that you review this Engagement Letter carefully and, if the terms are acceptable, execute and return a copy to us as provided in Section 13 below.
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 Partnership-Flip Structure
C&H will advise CBR with respect to the structuring, drafting, and negotiation of a partnership-flip tax-equity investment vehicle for the Solstice Portfolio. The parties expect that the tax-equity vehicle will be Solstice Holdings, LLC, a Delaware limited liability company (the "Partnership" or "Holdings"). CBR Solstice Manager, LLC, a Delaware limited liability company and wholly owned subsidiary of CBR (the "Managing Member"), will serve as the managing member of Holdings and will be responsible for the day-to-day management and operation of the Solstice Portfolio projects held directly or indirectly by Holdings.
The tax-equity investor is expected to be Ridgeline Capital Partners, LLC ("Ridgeline"), a Delaware limited liability company, which is expected to commit approximately One Hundred Twenty Million Dollars ($120,000,000) in aggregate capital contributions to Holdings in exchange for its allocation of ITCs, accelerated depreciation deductions, and other tax benefits associated with the Solstice Portfolio, as well as cash distributions from operations.
In connection with the partnership-flip structure, C&H's work will include, without limitation, the following:
(a) Drafting, reviewing, and negotiating an Amended and Restated Limited Liability Company Agreement for Holdings (the "LLC Agreement"), including provisions governing capital contributions, allocation of income, gain, loss, deduction, and credit among the members, the distribution waterfall (including pre-flip and post-flip distribution mechanics), flip date mechanics, purchase option and call/put provisions, buy-out mechanics, and related governance, transfer, and dissolution provisions;
(b) Drafting and negotiating capital contribution agreements governing the timing, conditions precedent, and mechanics of Ridgeline's capital contributions to Holdings, including any true-up and adjustment mechanisms;
(c) Advising on the structuring of the distribution waterfall, including the allocation of cash available for distribution before and after the flip date, target return calculations, and internal rate of return ("IRR") hurdle provisions;
(d) Reviewing and negotiating tax indemnification provisions, including indemnities related to ITC recapture, disqualification of tax credits, and reductions in tax benefits;
(e) Drafting and negotiating ancillary documents, including the contribution agreement, the management services agreement, the administrative services agreement, and any other agreements between the Managing Member and Holdings;
(f) Coordinating with Ridgeline's outside legal counsel, Whitfield & Ayers LLP, with respect to the negotiation and finalization of all transaction documents relating to the tax-equity investment; and
(g) Advising on structural and tax issues that may arise during the course of negotiations with Ridgeline and its counsel.
2.2 Section 6418 Transferable Credit Sale
C&H will advise CBR with respect to the structuring, drafting, and negotiation of a tax credit purchase agreement (the "TCPA") for the sale of a portion of the ITCs attributable to the Solstice Portfolio projects pursuant to Section 6418 of the Code, as enacted by Section 13801 of the IRA. The credit buyer is expected to be Pinehurst Insurance Group, Inc. ("Pinehurst"), a Connecticut corporation, which is expected to purchase transferred credits having an estimated face value of approximately Sixty Million Dollars ($60,000,000).
In connection with the Section 6418 transfer, C&H's work will include, without limitation, the following:
(a) Structuring and drafting the TCPA, including provisions governing the identification of eligible credits, the calculation and verification of credit amounts, the determination of purchase price and any price adjustment mechanisms, representations and warranties of both the seller and the buyer, conditions precedent to the sale and purchase, closing mechanics, and post-closing true-up and reconciliation provisions;
(b) Drafting tax indemnity agreements relating to the transferred credits, including indemnities with respect to the disallowance, recapture, or reduction of transferred credits and any excess credit transfer adjustments;
(c) Preparing transfer election statements and related documentation required to effectuate a valid election under Section 6418 of the Code and applicable Treasury regulations and IRS guidance (including IRS Notice 2023-44 and any subsequently issued proposed or final regulations);
(d) Advising on the interaction of the Section 6418 transfer with the partnership-flip structure, including the allocation of credits between the partnership structure and the credit sale, and the impact of the transfer on the tax-equity investor's expected returns;
(e) Coordinating with Pinehurst's outside legal counsel, Thornberry Mack LLP, with respect to the negotiation and finalization of all transaction documents relating to the transferable credit sale; and
(f) Advising CBR on compliance with any registration, reporting, or pre-filing requirements applicable to the Section 6418 transfer, including the pre-filing registration requirement under Section 6418(g) of the Code.
2.3 Tax Analysis and Opinion Work
C&H will provide tax analysis and opinion work in connection with both the partnership-flip structure and the Section 6418 transfer. This work will include, without limitation, the following:
(a) Preparation of one or more detailed tax structure memoranda analyzing the federal income tax treatment of the partnership-flip structure and the Section 6418 transfer, including the anticipated tax consequences to CBR, the Managing Member, Ridgeline, and Pinehurst;
(b) Analysis of ITC eligibility and basis for each of the seven Solstice Portfolio projects, including the determination of eligible energy property, the calculation of the applicable ITC rate (including the base rate under Section 48(a) of the Code and any applicable bonus credit amounts), the availability of the domestic content bonus credit adder under Section 48(a)(12) of the Code, and compliance with the prevailing wage and apprenticeship requirements under Section 48(a)(9) and (10) of the Code (as added by IRA Section 13102);
(c) Preparation of an ITC recapture risk analysis under Section 50(a) of the Code, including analysis of the recapture period, disposition and cessation events, recapture calculations, and the impact of recapture on the tax-equity investor and the credit buyer, as well as the allocation of recapture risk among the parties;
(d) Partnership tax allocation analysis under Section 704(b) of the Code and the Treasury regulations promulgated thereunder, including analysis of substantial economic effect, the economic effect equivalence safe harbor, capital account maintenance rules, deficit restoration obligations, qualified income offset provisions, and the minimum gain chargeback rules, as well as Section 704(c) allocation methods applicable to contributed property;
(e) Research and analysis regarding the interaction of Section 6418 transfers with partnership-flip structures, including the treatment of transferred credits for purposes of Section 704(b) allocations, the impact of credit transfers on the tax-equity investor's capital account and target return calculations, and any limitations on the ability of a partnership (or its partners) to elect to transfer credits under Section 6418;
(f) Delivery of closing tax opinion letters to Ridgeline (and its counsel, Whitfield & Ayers LLP) and Pinehurst (and its counsel, Thornberry Mack LLP) addressing the material federal income tax consequences of the transactions, including opinions regarding ITC eligibility, the validity of the Section 6418 transfer election, the tax treatment of the partnership-flip structure, and related matters, in each case subject to customary assumptions, qualifications, and limitations; and
(g) Such additional tax research, analysis, and memoranda as may reasonably be required in connection with the structuring, negotiation, and closing of the Solstice Portfolio financing.
2.4 Corporate, Finance, and Real Estate Support
C&H will provide corporate, finance, and real estate legal support in connection with the Solstice Portfolio financing. This work will include, without limitation, the following:
(a) Preparation and delivery of legal opinions regarding the due authorization, valid existence, enforceability, and no-conflicts status of CBR and its relevant subsidiaries, including the Managing Member and any intermediate holding entities, in connection with the execution and delivery of the transaction documents;
(b) Review and negotiation of back-leverage intercreditor and consent arrangements with Osprey National Bank, N.A. ("Osprey"), CBR's construction lender and back-leverage lender for the Solstice Portfolio, including review of the existing credit facilities to identify consent and waiver requirements triggered by the tax-equity investment and the credit sale, and negotiation of an intercreditor agreement (or amendments to existing intercreditor arrangements) to govern the relative rights and priorities of Osprey, Ridgeline, and Holdings;
(c) Drafting and negotiation of pledge agreement documentation pursuant to which CBR will pledge its managing-member interest in Holdings to Osprey as collateral for the back-leverage facility, including any related UCC financing statement filings;
(d) Review of escrow arrangements with Clearwater Escrow Services, Inc. (the "Escrow Agent"), including review and negotiation of escrow agreements governing the deposit, investment, and release of capital contribution amounts and credit purchase price proceeds;
(e) Real property and lease diligence across the seven Solstice Portfolio project sites, including review of ground leases, easements, rights-of-way, access agreements, title commitments, surveys, and zoning and land use approvals, coordinated through our Houston office with the assistance of local counsel as needed;
(f) Review of regulatory and permitting compliance matters, including interconnection agreements and related transmission and distribution arrangements with ERCOT for the Texas-sited projects and Northgate Corporation/WECC interconnection arrangements for the New Mexico-sited projects, as well as review of applicable state and local permits, development agreements, and conditional use permits;
(g) Insurance compliance review, including review of builder's risk, commercial general liability, property, and other insurance policies for compliance with the requirements of the LLC Agreement, the credit agreements, and the TCPA;
(h) Review of UCC, judgment, tax lien, bankruptcy, and intellectual property lien searches for CBR, the Managing Member, Holdings, and each project-level entity, and preparation of a summary of search results and any required corrective filings; and
(i) Such additional corporate, finance, and real estate legal support as may reasonably be required in connection with the structuring, negotiation, and closing of the Solstice Portfolio financing.
2.5 Closing and Post-Closing
C&H will coordinate and manage the closing of the Solstice Portfolio financing and will provide limited post-closing support. This work will include, without limitation, the following:
(a) Preparation of detailed closing checklists identifying all documents, certificates, opinions, consents, approvals, and other deliverables required to be executed and delivered at or prior to closing;
(b) Preparation of signature page matrices identifying each document requiring execution and the applicable signatories, and coordination of the circulation, execution, and collection of signature pages;
(c) Preparation of funds flow memoranda setting forth the flow of funds at closing, including the disbursement of Ridgeline's capital contributions, the payment of Pinehurst's credit purchase price, the repayment or paydown of outstanding construction loan amounts owed to Osprey, the funding of reserve accounts, and the payment of transaction costs and fees;
(d) Coordination of closing mechanics, including the sequencing of document deliveries, the release of escrow funds, and the satisfaction or waiver of conditions precedent;
(e) Preparation of officer's certificates, secretary's certificates, incumbency certificates, and good standing certificates for CBR and its subsidiaries as required by the transaction documents;
(f) Preparation of closing indices and organization of closing sets (both electronic and hard copy) for distribution to all parties; and
(g) Post-closing compliance guidance, including guidance regarding ITC recapture monitoring obligations, Section 6418 filing and reporting requirements (including annual information reporting under Section 6418(h) of the Code), partnership tax return preparation coordination with CBR's independent auditors, and ongoing compliance with the prevailing wage and apprenticeship requirements during any applicable correction period.
2.6 Exclusions from Scope
Notwithstanding the foregoing, this engagement does not include representation in connection with, and C&H will not be providing legal advice to CBR regarding, any of the following matters:
(i) Any securities law matters, including the issuance, offer, or sale of any securities of CBR or its affiliates, compliance with the Securities Act of 1933 or the Securities Exchange Act of 1934, or related SEC reporting or disclosure obligations;
(ii) Any regulatory proceedings before the U.S. Securities and Exchange Commission ("SEC") or any state public utility commission, public service commission, or similar regulatory body;
(iii) Any environmental litigation, enforcement actions, or remediation matters, including matters arising under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean Air Act, the Clean Water Act, or any analogous state environmental statute;
(iv) Any employment or labor matters, including matters relating to employee compensation, benefits, labor relations, workplace safety, or compliance with federal, state, or local employment laws;
(v) Any intellectual property matters, including the prosecution, maintenance, licensing, or enforcement of patents, trademarks, copyrights, or trade secrets; or
(vi) Any matters unrelated to the Solstice Portfolio financing described in this Engagement Letter.
CBR acknowledges and agrees that CBR's independent auditors, Larchmont & Associates, PLLC ("Larchmont"), will remain solely responsible for auditing, accounting, and tax-return preparation services for CBR and its subsidiaries. C&H will coordinate with Larchmont as reasonably necessary with respect to tax structuring matters related to the Solstice Portfolio financing, but C&H will not be responsible for the accuracy or completeness of any audit, financial statement, or tax return prepared by Larchmont.
CBR further acknowledges that the independent appraisal and fair market value analysis for the Solstice Portfolio projects is being performed by Greystone Worthington, LLC ("Greystone"). C&H will review the Greystone appraisal for purposes of the tax analysis and opinion work described in Section 2.3, but C&H will not independently verify the appraisal methodology, assumptions, or conclusions, and C&H will be entitled to rely on the Greystone appraisal for purposes of its tax opinions.
CBR also acknowledges that independent engineering reports for the Solstice Portfolio projects are being prepared by Meridian Technical Advisors, LLC ("Meridian"). C&H will review the Meridian engineering reports for purposes of the diligence described in Section 2.4 and the tax analysis described in Section 2.3 (including with respect to placed-in-service determinations and energy output assumptions), but C&H will not independently verify the engineering assessments, resource data, production estimates, or other technical conclusions contained in the Meridian reports.
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 Firm's work product. Mr. Cross has twenty-eight (28) years of experience advising developers, investors, and lenders in renewable energy tax-equity transactions, including partnership-flip, sale-leaseback, and inverted-lease-pass-through structures. He has been involved in more than $15 billion in aggregate tax-equity commitments over the course of his career and has deep familiarity with the evolving regulatory landscape under the Inflation Reduction Act.
Sylvia Hartwell — Billing Partner, Tax. Ms. Hartwell will focus on partnership tax structuring and ITC allocation analysis. She will work closely with Mr. Cross on the tax opinion letters to be delivered at closing and will take the lead on the Section 704(b) allocation analysis and the ITC recapture risk analysis. Ms. Hartwell has over twenty (20) years of experience in partnership taxation and renewable energy finance.
Leila Nazari — Lead Associate, Tax (Fifth Year). Ms. Nazari will handle day-to-day drafting, negotiation, and coordination with counterparty counsel, including Whitfield & Ayers LLP and Thornberry Mack LLP. She will serve as the primary point of contact for routine matters and will manage the document production and review process for the tax-related transaction documents.
Robert Jansen — Working Associate, Tax (Third Year). Mr. Jansen will support diligence, ancillary document preparation, and legal research. He will assist Ms. Nazari with the preparation of tax structure memoranda, transfer election documentation, and closing deliverables.
3.2 Corporate/Finance and Real Estate Support
Monica Chu — Partner, Project Finance. Ms. Chu will advise on the review and negotiation of the Osprey credit facilities, back-leverage intercreditor and consent arrangements, pledge documentation, escrow agreements, and related corporate and finance matters. She will also oversee the preparation of enforceability and no-conflicts opinions.
Derek Saunders — Senior Associate, Real Estate/Project Development. Mr. Saunders will handle site-level real estate diligence across the seven Solstice Portfolio project locations, including review of ground leases, easements, title matters, survey issues, and land use and zoning approvals. Mr. Saunders is based in the Firm's Houston office and is familiar with the Texas and New Mexico regulatory and real property environments applicable to utility-scale solar projects.
3.3 Additional Resources
The Firm may from time to time assign additional attorneys or professional staff (including paralegals, law clerks, and other support personnel) to assist with specific tasks in connection with this engagement. Any such assignments will be made at rates consistent with those set forth in Section 4 below for attorneys and staff of comparable experience level and position. The Firm will endeavor to provide CBR with advance notice of any material staffing changes and will ensure continuity and consistency in the handling of this matter.
The primary day-to-day contact on CBR's side is expected to be Priya Anand, Vice President, Project Finance. Ms. Anand will serve as the principal liaison between CBR and the Firm for purposes of transmitting instructions, coordinating document review and negotiation, and facilitating communications with CBR's other advisors and counterparties. The Firm may also communicate directly with other CBR personnel (including Mr. Calloway and Mr. Vasquez) as appropriate and with CBR's consent.
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 rate increases applicable to this engagement will be communicated to CBR in writing at least thirty (30) days prior to taking effect.
In the event that additional attorneys are assigned to this engagement pursuant to Section 3.3, their rates will be at the Firm's standard rates for attorneys of comparable experience and seniority and will be communicated to CBR in advance of such attorneys commencing work on the matter.
Paralegal and legal assistant time will be billed at rates ranging from $350 to $475 per hour, depending on the experience level and specialization of the individual.
4.2 Estimated Fees
Based on our current understanding of the scope, complexity, and anticipated timeline of the transaction as described in Section 2 above, we estimate that total legal fees for this engagement will range from One Million Two Hundred Thousand Dollars ($1,200,000) to One Million Five Hundred Thousand Dollars ($1,500,000). This estimate is based on the following assumptions, among others: (a) the transaction will involve a single tax-equity investor and a single credit buyer; (b) the basic structural parameters of the partnership-flip and the Section 6418 transfer have been agreed in principle between the parties; (c) negotiations will proceed in a commercially reasonable timeframe; (d) the due diligence process will not reveal material title defects, permitting deficiencies, or other issues requiring extensive remediation; and (e) the transaction will close within approximately four to five months from the date of this Engagement Letter.
This estimate is provided for planning purposes only and does not constitute a cap, a fixed fee, or a guaranteed maximum. Actual fees may vary—potentially materially—depending on the complexity of negotiations, the extent of diligence required, the number and nature of issues that arise during the engagement, the responsiveness of counterparties and their counsel, the extent of regulatory or governmental review, changes in applicable law or IRS guidance, and the overall duration of the engagement. We will endeavor to keep CBR regularly apprised of the status of accrued fees as the engagement progresses and will provide updated estimates as warranted by developments in the transaction.
4.3 Success Fee
In addition to the hourly fees described in Section 4.1, CBR will pay the Firm a transaction success fee (the "Success Fee") in the amount of One Hundred Fifty Thousand Dollars ($150,000), which shall be payable upon the closing of the tax-equity investment and transferable-credit sale transactions contemplated by this Engagement Letter. The Success Fee shall be invoiced promptly following closing and shall be due and payable in accordance with the payment terms set forth in Section 5.2 below.
The Success Fee is earned solely upon the occurrence of the closing; if the transaction does not close for any reason (including, without limitation, a termination of this engagement, a decision by CBR not to proceed, or a failure to satisfy conditions precedent), no Success Fee shall be payable, and CBR shall have no obligation with respect thereto. For the avoidance of doubt, the Success Fee is in addition to, and not in lieu of, the hourly fees and expense reimbursements described in this Section 4.
4.4 Expenses.  CBR will reimburse the Firm for reasonable out-of-pocket expenses actually incurred in connection with this engagement, including, but not limited to, the following: travel expenses (including airfare, ground transportation, hotel accommodations, and meals) for attorneys required to travel in connection with the engagement; overnight courier and express delivery charges; long-distance telecommunications charges; computerized legal research charges (including Westmark Data Systems, Sundial Solutions, and similar services); document production, printing, and copying charges; binding and assembly of closing sets; and similar disbursements.
Total reimbursable expenses of the types described in the foregoing sentence (exclusive of governmental filing fees, recording fees, and similar charges) shall not exceed Forty-Five Thousand Dollars ($45,000) without CBR's prior written consent. In the event that the Firm anticipates that reimbursable expenses will exceed this threshold, the Firm will promptly notify CBR and obtain CBR's written authorization before incurring additional expenses.
Filing fees, recording fees (including UCC filing and search fees), and similar governmental charges will be billed to CBR at cost and are not subject to the foregoing cap. Such charges will be itemized on the Firm's monthly invoices.
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 reference Matter No. 1015-00005 and Billing No. 78204-001. Invoices will be directed to Theo Vasquez, Chief Financial Officer, at Calloway-Briggs Renewables Inc., 2700 Post Oak Boulevard, Suite 1450, Houston, TX 77056, unless CBR provides alternative invoicing instructions in writing. The Firm can also accommodate electronic invoice delivery via email or through CBR's designated e-billing platform, if applicable, upon CBR's written request.
5.2 Payment Terms
Invoices are due and payable within thirty (30) days of receipt. The Firm reserves the right to charge interest at the rate of one percent (1.0%) per month (or, if lower, the maximum rate permitted by applicable law) on any amounts outstanding more than sixty (60) days past due. If CBR disputes any portion of an invoice, CBR shall notify the Firm in writing within fifteen (15) days of receipt and shall pay any undisputed portion in accordance with the foregoing payment terms. The parties will work in good faith to resolve any billing disputes promptly.
5.3 Retainer.  No retainer is required for this engagement. The Firm reserves the right to request a retainer deposit in the event that invoices remain unpaid for more than ninety (90) days, subject to prior written notice to CBR.
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 safeguards to protect the confidentiality of such information, consistent with the Firm's standard information security policies and applicable professional obligations.
The Firm will not disclose confidential information received from CBR to any third party without CBR's prior written consent, except as may be required by applicable law, court order, subpoena, or the rules of professional conduct governing the Firm's attorneys, or as reasonably necessary to perform the services contemplated by this Engagement Letter. Without limiting the generality of the foregoing, CBR acknowledges and consents to the delivery of closing opinion letters to Ridgeline, Pinehurst, and Osprey (and their respective counsel) at or in connection with closing, which opinion letters will be subject to customary reliance limitations, qualifications, and restrictions on further distribution or use. CBR also consents to the Firm's disclosure of confidential information to the extent reasonably necessary to coordinate with CBR's other professional advisors, including Larchmont & Associates, PLLC, Greystone Worthington, LLC, and Meridian Technical Advisors, LLC, in each case solely for purposes of this engagement.
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 Conduct.
CBR acknowledges that C&H is a large, full-service law firm that represents a range clients across multiple industries, including other clients in the renewable energy sector and in the tax-equity and project finance markets. It is possible that the Firm currently represents, or may in the future represent, parties whose interests are, or may become, adverse to CBR in matters that are wholly unrelated to the Solstice Portfolio financing or this engagement. CBR hereby consents to such representation by the Firm, provided that such adverse representation does not involve the Solstice Portfolio transaction itself or any matter that is substantially related to the subject matter of this engagement. Nothing in this consent shall be construed as a waiver of CBR's right to object to any specific adverse representation that CBR reasonably believes to be substantially related to this engagement, and the Firm will promptly notify CBR and seek CBR's informed consent in the event that any such conflict arises.
In this engagement, C&H represents CBR only, and does not represent any of CBR's affiliates, subsidiaries, parent entities, joint venture partners, officers, directors, shareholders, or employees individually, unless the Firm is separately engaged in writing to provide such representation. Similarly, C&H does not represent Ridgeline, Pinehurst, Osprey, or any other counterparty or third party in connection with this transaction. Each counterparty has engaged its own independent legal counsel, and CBR should not expect C&H to protect or advance the interests of any party other than CBR.
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 notice to CBR unless CBR has requested the return of its files prior to such date.
Client documents and original instruments will be returned to CBR upon written request at any time during or after the engagement. The Firm's own work product, internal memoranda, drafts, notes, research files, and administrative records may be retained or disposed of in accordance with the Firm's policies after expiration of the applicable retention period. CBR acknowledges that the Firm may retain copies of client documents and final work product for archival, compliance, and conflict-checking purposes even after the original files have been returned to CBR.
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 termination by the Firm will be subject to the Firm's professional obligations, including any applicable requirements to seek leave of withdrawal from any tribunal before which the Firm is appearing on CBR's behalf.
In the event of termination by either party, CBR will remain obligated to pay for all professional services rendered and expenses incurred through the effective date of termination, including any unbilled time and expenses as of such date. The Success Fee described in Section 4.3 will not be payable if the transaction has not closed as of the effective date of termination.
Upon termination, the Firm will take reasonable steps to protect CBR's interests and to facilitate an orderly transition of the matter to successor counsel, if any, designated by CBR. Such steps will include the prompt transfer of files, documents, and work product to successor counsel upon CBR's written request, subject to CBR's satisfaction of all outstanding fee and expense obligations.
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 under this Engagement Letter. This limitation applies to all claims, damages, losses, costs, and expenses of any nature whatsoever, including direct, indirect, incidental, consequential, special, and punitive damages.
Notwithstanding the foregoing, this limitation of liability shall not apply to losses, damages, or liabilities arising directly from the Firm's willful misconduct or gross negligence in the performance of its professional obligations under this Engagement Letter.
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 the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the breach, termination, or validity thereof shall be finally resolved by binding arbitration in the City of New York, State of New York, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties, or, if the parties are unable to agree within thirty (30) days of a demand for arbitration, selected by the AAA in accordance with its rules. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that the allocation of such costs and fees should be otherwise.
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 expressly set forth in this Engagement Letter.
No amendment, modification, or waiver of any provision of this Engagement Letter shall be effective unless set forth in a writing signed by both parties. No failure or delay by either party in exercising any right, power, or remedy under this Engagement Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
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 shall be deemed effective as of the date first written above (June 15, 2023) upon our receipt of CBR's countersignature.
We look forward to working with you and your team on this important transaction. The Solstice Portfolio represents a significant milestone for CBR, and we are committed to bringing the full resources and expertise of the Firm to bear in achieving a successful closing. Please do not hesitate to contact Leonard Cross or Sylvia Hartwell with any questions regarding this Engagement Letter or the engagement generally.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross Partner, Tax 600 Lexington Avenue New York, NY 10022 Telephone: (212) 554-7128
Email: lcross@calderwoodharkness.com
Co-signed:
________________________________________
Sylvia Hartwell Partner, Tax (Billing Partner) 600 Lexington Avenue New York, NY 10022 Telephone: (212) 554-7245
Email: shartwell@calderwoodharkness.com
ACKNOWLEDGMENT AND AGREEMENT
The undersigned, on behalf of Calloway-Briggs Renewables Inc., hereby acknowledges receipt of this Engagement Letter, confirms that the terms set forth herein are acceptable, and agrees to be bound by such terms as of the date first written above.
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Marcus Calloway
Title: Chairman & Chief Executive Officer
Date: ________
cc: Theo Vasquez, Chief Financial Officer, Calloway-Briggs Renewables Inc. Priya Anand, Vice President, Project Finance, Calloway-Briggs Renewables Inc.
Enclosures:
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

CALDERWOOD & HARKNESS LLP Attorneys at Law

PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND AGREEMENT

CALLOWAY-BRIGGS RENEWABLES INC.

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