Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the competing change of control proposals in the Power Purchase Agreement (the "PPA") between Saguaro Flats Solar LLC ("Seller") and Meridian DataCore Solutions Inc. ("Buyer" or "Meridian") for the 150 MWac Saguaro Flats Solar Project located in Pecos County, Texas (the "Project"). This memorandum is intended to provide our analysis, market-practice be

II. Background A. The Transaction The PPA is structured as a 20-year virtual (financial) power purchase agreement, operating as a contract for differences settling at the ERCOT West Hub node. Under the PPA, Seller will deliver energy from the Project into the ERCOT grid, and the parties will settle financially based on the difference between the contract price and the prevailing ERCOT West Hub real-time settlement pr

III. Seller's Position on Change of Control (As Proposed in First Draft, July 14, 2025) This section summarizes the change of control provisions as they appear in Seller's initial draft PPA circulated to Buyer's counsel on July 14, 2025. These provisions were drafted by our firm in consultation with CBR's commercial team, with input from Helen Nakamura (Of Counsel, Project Finance) regarding bankability consideration

IV. Buyer's Position on Change of Control (As Proposed in Buyer's Redline, August 1, 2025) Buyer's redline, delivered by Evelyn Crumveth of Hargrove & Linden LLP on August 1, 2025, proposes fundamental changes to the change of control framework. This section summarizes and analyzes each element of Buyer's counter-proposal. A. Consent Requirement Buyer's redline replaces Seller's notice-only mechanism with a requireme

V. Comparative Analysis A. Market Practice in Utility-Scale Solar PPAs Industry practice on change of control provisions in utility-scale solar PPAs varies by market segment, counterparty type, and transaction vintage, but the clear trend — particularly in corporate offtake PPAs involving creditworthy corporate buyers — is toward notice-plus-objective-credit-test models rather than subjective consent-based regimes. O

VI. Reciprocal Buyer Change of Control Protections A. Seller's Proposal for Buyer Change of Control In Seller's initial draft PPA dated July 14, 2025, Seller included a reciprocal change of control provision applicable to Buyer. Under this provision, if Meridian DataCore Solutions Inc. undergoes a Change of Control (using the same definitional framework — transfer of more than 50% of direct or indirect equity interes

VII. Recommended Compromise Position Based on the foregoing analysis, we recommend the following compromise framework for the change of control provisions. This framework is designed to address Buyer's legitimate interest in counterparty credit quality while preserving Seller's (and Ridgepoint's) need for transactional flexibility and exit optionality. A. Core Framework We recommend retaining a notice-based mechanism