Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the availability guarantee proposals submitted by Meridian DataCore Solutions Inc. ("Buyer" or "Meridian") in Buyer's redline of the Power Purchase Agreement (the "PPA") received on August 1, 2025, from Hargrove & Linden LLP, counsel to Meridian, and to compare those proposals against the positions set forth in Seller's Form PPA circulated by our firm

II. Background and Deal Context A. Parties and Project Seller. The Seller under the PPA is Saguaro Flats Solar LLC, a Delaware limited liability company formed for the purpose of developing, constructing, owning, and operating the Project. Saguaro Flats Solar LLC is a wholly-owned, direct subsidiary of Calloway-Briggs Renewables Inc. ("CBR"), a Delaware corporation with its principal offices in Austin, Texas. CBR is

III. Side-by-Side Comparison of the Parties' Positions Set forth below is a side-by-side comparison of the four availability guarantee components as proposed by Seller in the First Draft PPA and by Buyer in the August 1 Redline. Each component is addressed in further detail in Sections IV through VI of this memorandum. A. Guaranteed Availability Threshold Seller's Position (First Draft PPA): Seller proposes a guarant

IV. Analysis of Buyer's Availability Threshold Proposal (97.0%) A. Operational Feasibility Buyer's proposed guaranteed availability threshold of 97.0% is operationally aggressive for a utility-scale solar photovoltaic project employing single-axis tracking technology in the West Texas climate. To understand why, it is useful to quantify the amount of allowable downtime under a 97.0% threshold. A 97.0% availability re

V. Analysis of Buyer's LD Rate and Cap Proposals A. LD Rate (1.00% vs. 0.50% per 1.0% Shortfall) Buyer's proposed LD rate of 1.00% of trailing 12-month PPA revenues per 1.0% shortfall below the guaranteed availability threshold is at the upper end of the range observed in recent ERCOT solar PPAs. Based on our survey of comparable transactions, most recent solar PPAs in ERCOT employ LD rates in the range of 0.50% to 0

VI. Analysis of Buyer's Termination Trigger Proposal A. Single-Period vs. Two-Consecutive-Period Requirement The termination trigger for chronic underperformance is the most consequential of the four availability guarantee components, because it determines the circumstances under which Buyer can terminate a 20-year, $140,000,000 (nominal) contract and require Seller to pay a potentially massive Termination Payment. T

VII. Lender Bankability Assessment A. Tralvendo's Expected Position As discussed in Section II.C, the PPA is the sole revenue contract supporting the $108,000,000 Credit Facility, and the lender group led by Tralvendo National Bank, N.A. requires a bankability sign-off on the PPA as a condition precedent to construction loan closing. The availability guarantee provisions are among the most closely scrutinized provisi

VIII. Recommended Compromise Position Based on the analysis set forth in Sections IV through VII, we recommend the following compromise positions on each of the four availability guarantee components. These recommendations are designed to achieve a balanced outcome that is defensible to Buyer, acceptable to the Tralvendo lender group, consistent with market practice for utility-scale solar PPAs in ERCOT, and protecti

1. Expand the Scheduled Maintenance Exclusion. Seller should propose expanding the agreed scheduled maintenance exclusion from 200 hours per year to 250 hours per year. This expansion would partially offset the impact of the higher 96.0% guaranteed threshold by providing additional operational flexibility for planned maintenance activities. The effective allowable unscheduled downtime under a 96.0% threshold with a 2

2. Sole and Exclusive Remedy Provision. Seller should propose adding an explicit provision to the PPA stating that availability liquidated damages are the Buyer's sole and exclusive remedy for availability shortfalls below the guaranteed threshold but above the termination trigger threshold. This provision is important to prevent Buyer from claiming additional damages (whether compensatory, consequential, or otherwis

3. Broad Force Majeure and Curtailment Definitions. As discussed in Section VI.C, the higher the availability threshold and the lower the termination trigger, the more critical it becomes that the Force Majeure definition and the curt