Contract analysis

From: Brett Callahan <bcallahan@calderwoodharkness.com> To: Ryan Matsuda <rmatsuda@hargrovelinden.com> Cc: David Stanton <dstanton@calderwoodharkness.com> Date: Wed, 06 Aug 2025 02:34:00 -0000 Subject: Saguaro Flats Solar PPA — Scheduling Call on Open Issues

I hope you're doing well. I wanted to reach out regarding the ongoing PPA negotiation between Saguaro Flats Solar LLC (Seller) and Meridian DataCore Solutions Inc. (Buyer) for the Saguaro Flats Solar Project. Thank you to you and the Hargrove & Linden team for turning around Buyer's redline on August 1 — we've had a chance to review it carefully and appreciate the thoughtful engagement on a number of the provisions.

With that in mind, I'd like to propose scheduling a call among counsel and the respective business teams to work through the remaining open items on the PPA. I understand that Patricia Dunmore and Evelyn Crumveth have discussed this and agreed that a joint call would be the most efficient path to narrowing the gaps on the key commercial issues.

We'd suggest organizing the call around the following agenda items (and are of course open to additions from your side):

1. **Availability Guarantee Provisions** — including the guaranteed availability percentage threshold (where the parties remain apart), the liquidated damages rate and cap structure, and the termination trigger for sustained underperformance.

2. **Change of Control Provisions** — mechanics for Seller change of control (notice vs. consent requirements), any associated fees, creditworthiness standards for successor entities, and reciprocal Buyer change of control protections.

3. **Credit Support** — Seller's request for a Buyer corporate guaranty and related terms, as well as Seller's proposed letter of credit arrangements.

4. **Curtailment Risk Allocation** — as an additional item to cover if time permits.

5. **Any other items** either side wishes to raise.

We'd propose a two-hour block to allow for meaningful discussion and would suggest the following alternatives during the week of August 11:

- **Monday, August 11** — 2:00–4:00 PM CT - **Wednesday, August 13** — 10:00 AM–12:00 PM CT - **Thursday, August 14** — 1:00–3:00 PM CT

We're happy to be flexible if none of these windows work for the Hargrove & Linden / Meridian team.

From our side, participants would include Patricia Dunmore, David Stanton, and me. On the business side, we anticipate that Rachel Muñoz (General Counsel, CBR) and Janet Okafor (SVP, Origination & Commercial) will join, and Derek Engstrom (VP, Project Finance & Treasury) may also participate depending on the final agenda. Could you confirm your participants from Hargrove & Linden and let us know whether Meridian busi

As you know, the parties are targeting resolution of the key open issues (particularly availability and change of control) by August 18, and we're mindful of the broader timeline toward a target PPA execution of September 15, which in turn needs to support the construction loan closing currently targeted for October 1. We're hopeful that a focused call will allow both sides to make meaningful progress toward bridging

Please let me know which dates work and whether there are additional agenda items you'd like to include from Buyer's side. We plan to circulate a revised draft (Seller's Second Draft / counter-redline) in advance of the call to facilitate the discussion.

Thanks, Ryan — look forward to hearing from you.

**Brett Callahan** Associate, Energy & Infrastructure Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, TX 77002 T: (713) 555-8214 bcallahan@calderwoodharkness.com