Contract analysis

I. Executive Summary The purpose of this memorandum is to provide Calloway-Briggs Renewables Inc. ("CBR" or the "Company") with a comprehensive analysis of the bankability of the proposed Power Purchase Agreement (the "PPA") between Saguaro Flats Solar LLC (the "Seller") and Meridian DataCore Solutions Inc. (the "Buyer" or "Meridian") for the 150 MWac Saguaro Flats Solar Project (the "Project"). This analysis is cond

II. Background — Project Finance Structure A. Facility Overview The Project is being financed through a senior secured construction-to-term loan facility with total commitments of $108,000,000, arranged as follows: The Administrative Agent for the facility is Tralvendo National Bank, N.A. The primary point of contact at Tralvendo is Diane Roessler, Director, Project Finance, headquartered at 600 Main Street, Suite 30

III. Lender Bankability Requirements — Detailed Analysis This Section III addresses each of the major categories of PPA provisions that Tralvendo and the syndicate lenders will evaluate as part of the bankability review. For each category, we describe the lender's requirement, assess the current status of the Seller's Form PPA, and provide our recommendations for the negotiation with Buyer's counsel and for alignment

1. Requirement. In any project finance transaction, the PPA serves as the primary collateral supporting the senior secured debt facility. Accordingly, lenders require that the Buyer consent — either within the PPA itself or through a separate tri-party agreement — to the Seller's collateral assignment of its rights, title, and interest under the PPA to the Administrative Agent, for the benefit of the lender syndicate

2. Current Draft Status The Seller's Form PPA, as circulated on July 14, 2025, includes in the Assignment article (Article XV) a provision permitting the Seller to assign the PPA as collateral security to its project finance lenders without the Buyer's prior written consent, subject to delivery of written notice to the Buyer within ten (10) business days of such assignment. This provision is consistent with market pr

3. Recommendations. We recommend the following with respect to the collateral assignment provisions of the PPA: (a) Breadth of Assignment Provision. Confirm that the PPA assignment provision is broadly drafted to cover not only the initial assignment to Tralvendo as Administrative Agent, but also any subsequent assignment to a successor Administrative Agent, replacement agent, or individual lender exercising remedies

1. Requirement. Lender step-in rights are among the most critical protections in any project finance PPA. Upon the occurrence of a Seller event of default under the PPA, the lenders must have the contractual right to "step in" to the Seller's position under the PPA — either directly or through a designee — in order to cure the default and continue performance of the Seller's obligations. This is critical to preserve

2. Current Draft Status The Seller's Form PPA provides for the following cure periods for Seller defaults in the Default and Termination article: • Monetary Defaults (e.g., failure to pay availability LDs or other amounts due under the PPA): 30-day cure period following written notice from Buyer. • Non-Monetary Defaults (e.g., failure to maintain required insurance, breach of operational covenants, failure to maintai

3. Recommendations. We recommend the following: (a) Extend the Lender Cure Period to 90 Days. The lender cure period in the Lender Consent Agreement (Exhibit F) should be extended from 60 days to 90 days following receipt of notice by the Administrative Agent of the Seller's default. Tralvendo has indicated that this is a firm requirement and not subject to negotiation. Given the geographic remoteness of the Project

1. Requirement. Distinct from the step-in right (which involves the lenders or their designee taking operational control of the Project), lender cure rights refer to the lenders' right to cure specific Seller defaults by direct action — most commonly, by making a direct payment to the Buyer to cure a monetary default. For example, if the Seller fails to pay availability LDs owed to the Buyer, the lenders require the

2. Current Draft Status The Lender Consent Agreement draft (Exhibit F) includes cure rights that permit the Administrative Agent to cure Seller monetary defaults by direct payment to the Buyer. However, the current draft does not expressly address cure of non-monetary defaults. This is a gap that must be addressed, as lenders will require the broadest possible cure rights to protect their investment.

3. Recommendations. (a) Expand Cure Rights to Cover All Curable Defaults. The cure rights language in the Lender Consent Agreement should be expanded to cover both monetary and non-monetary defaults explicitly. The provision should state that the Administrative Agent (or any lender or designee) may cure any default of the Seller under the PPA, whether monetary or non-monetary in nature, provided that the default is s

1. Requirement. In the scenario where the PPA is terminated due to a Seller default despite the lenders' cure efforts — for example, if the default is not capable of cure within the applicable cure period, or if the Seller's financial condition has deteriorated to the point of insolvency — the lenders require a contractual right to enter into a new PPA with the Buyer on substantially the same terms as the terminated

2. Current Draft Status Exhibit F to the Seller's Form PPA includes a New PPA right. Under the current draft, if the PPA is terminated for a Seller default, the Buyer is obligated to enter into a New PPA with a lender-designated entity upon request by the Administrative Agent, provided that such request is made within 30 days of the effective date of termination. Tralvendo has previously indicated a preference for a

3. Recommendations. (a) Extend the New-PPA Request Period to 60 Days. We recommend extending the request period for a New PPA from 30 days to 60 days following the effective date of PPA termination. The 30-day period in the current draft is insufficient given the complexity of the actions required — including formation of a successor entity, engagement of a replacement asset manager, assessment of the Project's opera

1. Requirement. As noted in Section II.B above, the credit agreement with Tralvendo includes a minimum DSCR covenant of 1.30x, and the projected initial DSCR is only 1.35x — a margin of approximately 0.05x. This narrow cushion means that lenders will scrutinize every PPA provision with the potential to reduce or eliminate revenue below the level needed to maintain 1.30x DSCR. The key areas of concern are: • Availabil

2. Availability Guarantee — DSCR Impact Analysis The Seller's proposed availability guarantee in the Form PPA is structured as follows: • Availability Threshold: ≥ 95.0% on a rolling 12-month basis • LD Rate: 0.50% of trailing 12-month revenue for each 1.0% shortfall below the availability threshold • LD Cap: 5.0% of trailing 12-month revenue The Buyer's anticipated position, based on preliminary term discussions and

3. Recommendations on Availability for Bankability (a) LD Cap. From a lender perspective, the lower the LD cap, the better for DSCR protection. The Seller's proposed 5.0% cap is already tight when modeled against the DSCR covenant, but it is materially better than the Buyer's 10.0% proposal. We recommend maintaining the LD cap at or below 5.0% of trailing 12-month revenue. If a compromise is needed to reach agreement

4. Curtailment Risk Curtailment — the reduction of the Project's output below its available capacity, whether directed by ERCOT or driven by economic considerations — is a significant risk for any solar project in the ERCOT market, particularly in West Texas where solar generation capacity has grown rapidly in recent years. The PPA must clearly allocate curtailment risk between the Seller and the Buyer, and lenders w

1. Requirement. Change of control provisions in the PPA must be structured to avoid creating obstacles to the lenders' exercise of their remedies. Tralvendo's credit agreement requires prior written lender consent to any change of control of the Seller (Saguaro Flats Solar LLC) or its parent (CBR). The PPA must not include change of control provisions that conflict with or are more restrictive than the credit agreeme

2. Current Positions The Seller's and Buyer's current and expected positions on change of control are as follows: Seller's Position (Form PPA): • A change of control of the Seller requires 30-day prior written notice to the Buyer; • The Buyer may terminate the PPA only if the successor entity fails to meet the Minimum Credit Threshold (TNW ≥ $100,000,000 or investment-grade credit rating from Pinnacle Ratings Group o

3. Recommendations. (a) Lender Remedies Carve-Out. The PPA must include an express carve-out providing that any transfer of the Seller's direct or indirect equity interests in connection with lender foreclosure, exercise of remedies, UCC Article 9 sale, step-in, appointment of a receiver, or enforcement of the lender's security interest does not constitute a change of control for purposes of the PPA and does not requ

1. Buyer Creditworthiness and Guaranty Meridian DataCore Solutions Inc. is a publicly traded company listed on the Nasdaq Stock Market (ticker: MDCS) with the following financial profile as of the most recent public filings and market data: Meridian is currently an investment-grade credit, and its financial profile is consistent with a creditworthy PPA counterparty. However, lenders must assess Buyer credit risk over

2. Seller Credit Support The Seller has proposed to post a letter of credit from Tralvendo National Bank, N.A. in the amount of $7,000,000 initially, reducing to $3,500,000 after Year 5 if no Seller default has occurred. This letter of credit secures the Seller's performance obligations under the PPA, primarily the Seller's obligation to pay availability LDs. An important structural consideration arises from the fact

3. Recommendations. (a) Buyer Corporate Guaranty. We strongly advocate for the inclusion of a Buyer corporate guaranty in the PPA, capped at $14,000,000. This is a standard lender bankability requirement for PPAs with non-utility offtakers. While Meridian is currently investment-grade, the 20-year term of the PPA exposes the lenders to long-term Buyer credit risk that must be mitigated through structural credit suppo

1. Requirement. Force majeure provisions in the PPA must be carefully structured to balance the Seller's legitimate need for relief from obligations it cannot perform due to circumstances beyond its control against the lenders' paramount interest in preserving the revenue stream. The overarching principles from a lender bankability perspective are: • Force majeure should never excuse payment obligations — under any c

2. Current Draft Status The Seller's Form PPA addresses force majeure as follows: • Force majeure events are excluded from the availability calculation — i.e., hours during which the Project is unavailable due to a qualifying force majeure event do not count against the availability threshold for purposes of the availability guarantee. This is consistent with market practice and with lender expectations. • Payment ob

3. Recommendations. (a) Confirm Non-Excusal of Buyer Payment Obligations. We recommend confirming — and if necessary, strengthening the language to ensure — that force majeure does not excuse the Buyer's payment obligations under the PPA under any circumstances. This is a firm lender requirement. The Buyer may argue that if a force majeure event prevents the Buyer from accepting delivery of energy (e.g., destruction

I. Termination and Termination Payment

1. Requirement. Any termination of the PPA by the Buyer — whether for Seller default, change of control, extended force majeure, or any other ground — must trigger a Termination Payment from the Buyer to the Seller in an amount sufficient to cover the outstanding debt service and breakage costs associated with the senior secured facility. The Termination Payment is the lenders' ultimate financial protection: if the P

2. Recommendations. (a) Termination Payment Formula. Include a defined Termination Payment calculation in the PPA, structured as the greater of: (i) the present value of the remaining contracted revenue stream under the PPA (calculated as the sum of the projected annual PPA revenues for each remaining year of the PPA term, discounted to present value using a discount rate no higher than the Project's weighted average