Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings ascribed to them below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the direct or indirect ownership of more than fifty percent (50%) of the voting inter

Section 1.2 — Rules of Interpretation (a) The headings and titles of the Articles, Sections, and Exhibits of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. (b) References in this Agreement to any Article, Section, Exhibit, or Schedule shall mean the Article, Section, Exhibit, or Schedule of or to this Agreement, unless the context otherwise r

Section 1.3 — Exhibits and Schedules Exhibits A through F attached hereto are incorporated by reference into and form an integral part of this Agreement. In the event of any conflict between the body of this Agreement and any Exhibit, the body of this Agreement shall control unless the applicable Exhibit expressly provides otherwise.

ARTICLE 2 — EFFECTIVE DATE; CONDITIONS PRECEDENT

Section 2.1 — Effective Date This Agreement shall become effective upon execution and delivery by both Parties on September 15, 2025 (the "Effective Date"), subject to the satisfaction or waiver of the conditions precedent set forth in Section 2.2.

Section 2.2 — Conditions Precedent to Effectiveness The effectiveness of this Agreement is conditioned upon the satisfaction or waiver of each of the following conditions precedent on or prior to the Effective Date: (a) Buyer Guaranty. Execution and delivery by Buyer (in its capacity as Buyer Guarantor) of the Buyer Guaranty, substantially in the form of Exhibit C, guaranteeing all payment and performance obligations

ARTICLE 3 — FACILITY DEVELOPMENT; COMMERCIAL OPERATION DATE

Section 3.1 — Construction and Development (a) Seller shall design, engineer, procure, construct, commission, and test the Facility in accordance with the terms and conditions of the EPC Contract with Sunbelt Power Construction LLC (contract value: $142,500,000) and all applicable permits, laws, regulations, and prudent industry practice. Seller shall cause the EPC Contractor to perform all work under the EPC Contrac

Section 3.2 — Conditions to Commercial Operation Date Commercial Operation shall be deemed achieved, and the COD shall occur, when all of the following conditions have been satisfied or waived: (a) Substantial Completion. Substantial completion of the Facility has been achieved under the EPC Contract, as certified by the EPC Contractor and confirmed by the Independent Engineer. (b) Capacity Test. The Facility is capa

Section 3.3 — Delay Liquidated Damages (a) If COD is not achieved by the date that is one hundred eighty (180) days after the Expected COD (i.e., September 28, 2027) (the "Delay LD Start Date"), Seller shall pay to Buyer delay liquidated damages in the amount specified in the following sentence for each day of delay commencing on the Delay LD Start Date and continuing until the earlier of (i) the date on which COD is

Section 3.4 — Guaranteed COD; Outside Date (a) The "Outside Date" for achievement of COD shall be April 1, 2028, which is one (1) year after the Expected COD. The Outside Date shall be subject to extension for Force Majeure events affecting the construction or commissioning of the Facility, but in no event shall the Outside Date be extended by more than an additional one hundred eighty (180) days (i.e., the latest po

ARTICLE 4 — TERM AND TERMINATION

Section 4.1 — Term The Term of this Agreement shall commence on the Effective Date, September 15, 2025, and, unless earlier terminated in accordance with the provisions hereof, shall continue for a period of twenty (20) years after the COD. Based on the Expected COD of April 1, 2027, the Term is expected to expire on March 31, 2047. The period from the Effective Date through the day immediately preceding the COD is r

Section 4.2 — Early Termination Rights Each Party's rights to terminate this Agreement prior to the expiration of the Term are set forth in the following provisions, without limitation: (a) Termination for failure to achieve COD by the Outside Date, pursuant to Section 3.4; (b) Buyer's termination right for chronic Availability underperformance, pursuant to Section 7.4; (c) Termination following an Event of Default,

Section 4.3 — Survival The following provisions shall survive the expiration or earlier termination of this Agreement for the periods specified therein or, if no period is specified, indefinitely: (a) representations and warranties (Article 10), (b) indemnification obligations (Article 13), (c) confidentiality (Article 18), (d) dispute resolution (Article 20), (e) governing law (Section 20.1), (f) Termination Payment

ARTICLE 5 — CONTRACT PRICE AND SETTLEMENT

Section 5.1 — Contract Price (a) Initial Contract Price. The initial Contract Price shall be Twenty Dollars ($20.00) per MWh, which shall remain fixed and unadjusted for Contract Years 1 through 5 (i.e., the first five (5) years following the COD). (b) Annual Escalator. Beginning in Contract Year 6 and continuing through the end of the Term, the Contract Price shall increase by one and one-half percent (1.50%) per an

Section 5.2 — CfD Settlement Mechanics (a) Virtual PPA; No Physical Delivery. The Parties acknowledge and agree that this Agreement is structured as a virtual (financial) power purchase agreement in the form of a contract for differences. There shall be no physical delivery of energy from Seller to Buyer under this Agreement. Seller shall sell energy generated by the Facility into the ERCOT market and shall receive t

Section 5.3 — Environmental Attributes (a) Transfer of Environmental Attributes. All Environmental Attributes, including RECs, generated by the Facility during the Delivery Term shall be transferred to Buyer as part of the consideration for this Agreement. Seller hereby assigns, conveys, and transfers to Buyer, effective as of the generation thereof, all right, title, and interest in and to such Environmental Attribu

Section 5.4 — Invoicing and Payment (a) Monthly Invoicing. Within ten (10) Business Days after the end of each calendar month during the Delivery Term, the Party to which the net monthly settlement amount is owed shall deliver to the other Party an invoice setting forth in reasonable detail (i) the metered output of the Facility for such calendar month, (ii) the applicable Hub Prices, (iii) the Contract Price, (iv) t

Section 5.5 — Taxes (a) General. Each Party shall be responsible for, and shall pay or cause to be paid, all taxes, duties, levies, charges, assessments, and other governmental impositions of whatever nature (including income, franchise, excise, sales, use, value added, gross receipts, and property taxes) imposed on such Party by applicable law in connection with this Agreement and the transactions contemplated hereb

ARTICLE 6 — METERING AND REPORTING

Section 6.1 — Metering (a) Revenue-Grade Meters. Seller shall install, own, operate, calibrate, and maintain revenue-grade meters at the Facility in accordance with ERCOT Protocols and applicable regulations. The meters shall be capable of recording the electrical output of the Facility in settlement-interval increments and shall meet the accuracy and performance requirements established by ERCOT. (b) Calibration. Se

Section 6.2 — Reporting (a) Monthly Reports. Seller shall provide Buyer with monthly generation reports within ten (10) Business Days following the end of each calendar month. Each monthly report shall include, at a minimum, (i) total metered output in MWh, (ii) daily and hourly generation profiles, (iii) Availability metrics, (iv) Curtailment events (including cause, duration, and estimated MWh curtailed), and (v) a

ARTICLE 7 — AVAILABILITY GUARANTEE AND LIQUIDATED DAMAGES

Section 7.1 — Guaranteed Availability (a) Seller hereby guarantees that the Facility shall achieve Availability of not less than ninety-six percent (96.0%) on a rolling twelve (12)-month basis (the "Guaranteed Availability") during each Measurement Period commencing after the COD. (b) Availability shall be calculated for each Measurement Period in accordance with the following formula: Availability = (Available Hours

Section 7.2 — Availability Liquidated Damages (a) For each one percent (1.0%) (or pro rata portion thereof) by which Availability falls below the Guaranteed Availability of 96.0% in any Measurement Period, Seller shall pay Buyer an amount equal to seventy-five one-hundredths of one percent (0.75%) of the revenues received or receivable by Seller under this Agreement during the trailing twelve (12)-month period (the "

Section 7.3 — Availability LD Cap (a) Seller's aggregate liability for Availability LDs in any single Measurement Period shall not exceed seven and one-half percent (7.5%) of the revenues received or receivable by Seller under this Agreement during the trailing twelve (12)-month period (the "Availability LD Cap"). (b) By way of illustration and not limitation, at the P50 Estimate and Year 1 Contract Price, the Availa

Section 7.4 — Buyer Termination Right for Chronic Underperformance (a) If Availability falls below eighty-seven and one-half percent (87.5%) in any two (2) consecutive twelve (12)-month Measurement Periods, Buyer may deliver written notice to Seller specifying such chronic underperformance and demanding that Seller cure such underperformance. (b) If Seller fails to cure such underperformance (i.e., fails to achieve A

Section 7.5 — Availability Bonus Reserved. No availability bonus has been included in the agreed commercial terms of this Agreement.

Section 8.1 — Definition of Curtailment "Curtailment" means any reduction in the Facility's energy output or generation below the level it would otherwise produce, resulting from or attributable to (a) an instruction, dispatch order, or reliability directive issued by ERCOT (including any instruction to reduce output for congestion management, frequency regulation, or emergency operations), (b) transmission constrain

Section 8.2 — Curtailment Risk Allocation The economic risk of Curtailment shall be allocated between the Parties as follows: (a) ERCOT-Ordered Curtailment and Transmission Constraints. With respect to Curtailment resulting from instructions or dispatch orders by ERCOT (including congestion management) or from transmission constraints or outages, the risk shall be allocated as follows: (i) Seller shall bear the econo

Section 8.3 — Curtailment Reporting Seller shall include in each monthly generation report delivered pursuant to Section 6.2(a) a detailed summary of all Curtailment events occurring during such calendar month, including for each event: (a) the date and time of commencement and conclusion, (b) the duration in hours, (c) the cause of the Curtailment (categorized as ERCOT-ordered, transmission constraint, Buyer-directe

Section 9.1 — Buyer Credit Support (a) Buyer Guaranty. As a condition to the effectiveness of this Agreement, Buyer has delivered the Buyer Guaranty, executed by Meridian DataCore Solutions Inc. in its capacity as Buyer Guarantor, substantially in the form of Exhibit C, guaranteeing all payment and performance obligations of Buyer under this Agreement. The Buyer Guaranty shall be a continuing, absolute, and unconditi

Section 9.2 — Seller Credit Support (a) Seller LC. As a condition to the effectiveness of this Agreement, Seller has delivered to Buyer an irrevocable standby letter of credit in the initial amount of Seven Million Dollars ($7,000,000), issued by Tralvendo National Bank, N.A., substantially in the form of Exhibit D (the "Seller LC"). The initial amount of the Seller LC is equal to one (1) year of estimated PPA revenu

Section 9.3 — Replacement of Credit Support (a) Issuing Bank Downgrade. If the issuing bank of any letter of credit posted pursuant to this Article 9 (whether the Seller LC or any letter of credit posted by Buyer pursuant to Section 9.1(c)) has its long-term unsecured debt rating downgraded below A− by any nationally recognized statistical rating organization, the posting Party shall, within thirty (30) days of the o

ARTICLE 10 — REPRESENTATIONS AND WARRANTIES

Section 10.1 — Seller Representations and Warranties Seller hereby represents and warrants to Buyer, as of the Effective Date and as of the COD, as follows: (a) Organization and Good Standing. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified and authorized to do business in the State of Texas. (b) Power and Auth

Section 10.2 — Buyer Representations and Warranties Buyer hereby represents and warrants to Seller, as of the Effective Date, as follows: (a) Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Power and Authority. Buyer has full corporate power and authority to execute, deliver, and perform its obligations under th