Contract analysis

1. Seller's Revised Draft Power Purchase Agreement (Second Draft), dated August 11, 2025 (the "Second Draft"), between Saguaro Flats Solar LLC, as Seller, and Meridian DataCore Solutions Inc., as Buyer; and

2. Redline Comparison of the Second Draft against Seller's initial form Power Purchase Agreement circulated on July 14, 2025 (the "First Draft"), showing all changes made by Seller in connection with this revision. The Second Draft reflects Seller's responses to the Buyer's redline of the First Draft, which we received from Hargrove & Linden on August 1, 2025. We have carefully reviewed and considered each of the rev

I. Availability Guarantee (Article VIII) The availability guarantee threshold was — and remains — a principal area of divergence between the parties. We appreciate Buyer's focus on ensuring robust availability commitments from the Seller, and we have given careful consideration to Buyer's proposed revision in this regard. In the First Draft, Seller proposed a guaranteed availability of not less than ninety-five perce

II. Availability Liquidated Damages (Section 8.3) Closely related to the availability guarantee threshold is the question of the applicable liquidated damages rate and cap for periods in which Seller fails to achieve the guaranteed availability level. The parties' respective positions on this issue are summarized as follows: LD Rate. In the First Draft, Seller proposed an availability liquidated damages rate of zero

III. Change of Control of Seller (Section 17.2) The change of control provisions applicable to Seller were another area of significant divergence in Buyer's redline, and we have given these provisions careful attention in the Second Draft. In the First Draft, Seller defined a "change of control" as the transfer of more than fifty percent (50%) of the direct or indirect equity interests in Saguaro Flats Solar LLC to a

IV. Reciprocal Buyer Change of Control (Section 17.3) The Second Draft maintains Seller's request for reciprocal change of control protections applicable to Buyer. As proposed in the First Draft, if Buyer undergoes a change of control and the successor entity's credit rating falls below BBB− (or the equivalent from any nationally recognized statistical rating organization), Seller may demand that Buyer (or its succes

V. Other Key Revisions Reflected in the Second Draft In addition to the matters discussed above, the Second Draft reflects the following revisions and clarifications: Curtailment Risk Allocation. Seller has revised the curtailment risk allocation provisions to address certain of Buyer's comments regarding the treatment of economic curtailment versus reliability curtailment and the allocation of settlement obligations

1. Availability Guarantee Threshold — Seller's current position is ≥ 96.0% on a rolling twelve (12)-month basis; Buyer's last stated position was ≥ 97.0%.

2. Availability LD Rate — Seller's current position is 0.75% of trailing twelve (12)-month revenue per 1.0% shortfall; Buyer's last stated position was 1.00%.

3. Availability LD Cap — Seller's current position is 7.5% of trailing twelve (12)-month revenues; Buyer's last stated position was 10.0%.

4. Availability Termination Trigger — The applicable threshold level and measurement period (single versus consecutive twelve (12)-month periods) remain under discussion.

5. Change of Control — The consent-versus-notice framework, including Seller's rejection of the $1,500,000 consent fee proposed by Buyer and the hybrid approach proposed in the Second Draft.

6. Reciprocal Buyer Change of Control Protections — Buyer's redline deleted Seller's proposed provision; Seller has maintained the provision in the Second Draft and requests Buyer's reconsideration.

7. Buyer Corporate Guaranty — Seller has maintained its request for a $14,000,000 capped corporate guaranty from Meridian DataCore Solutions Inc.; Buyer has not agreed to this requirement.

8. Curtailment Risk Allocation — The specific treatment of economic curtailment versus reliability curtailment and the corresponding impact on settlement payments remain under discussion.

9. Force Majeure Definition — Certain details of the force majeure definition, including specific exclusions and qualifying events, require further alignment between the parties. Lender Consent Agreement The form of Lender Consent Agreement, which is attached to the PPA as Exhibit F, remains included in the Second Draft in the form previously circulated. As you are aware, Seller is separately engaged in discussions w

1. Seller's Revised Draft Power Purchase Agreement (Second Draft), dated August 11, 2025 — Saguaro Flats Solar LLC and Meridian DataCore Solutions Inc.

2. Redline Comparison — Second Draft vs. Seller's First Draft (July 14, 2025) cc: Rachel Muñoz, General Counsel, Calloway-Briggs Renewables Inc. Janet Okafor, SVP, Origination & Commercial, Calloway-Briggs Renewables Inc. Brett Callahan, Calderwood & Harkness LLP David Stanton, Calderwood & Harkness LLP