Contract analysis

1. Introduction and Purpose I write on behalf of our client, Calloway-Briggs Renewables Inc. ("CBR") and its wholly owned project subsidiary, Saguaro Flats Solar LLC ("Seller"), in connection with the ongoing negotiation of the twenty (20)-year Power Purchase Agreement (the "PPA") for the output of the Saguaro Flats Solar Project — a 150 MWac / 195 MWdc solar photovoltaic generating facility located in Pecos County,

2. Rationale for Buyer Corporate Guaranty 2.1 Long-Term Nature of the PPA and Revenue Dependency The PPA is structured as a virtual (financial) power purchase agreement in the form of a contract for differences ("CfD") settling at the ERCOT West Hub node. The PPA has a twenty-year term commencing on the Commercial Operation Date (currently expected to occur on or about April 1, 2027) and expiring on March 31, 2047. A

3. Terms of the Requested Buyer Corporate Guaranty Set forth below is a summary of the material terms of the corporate guaranty that Seller requests Meridian to provide. These terms are reflected in the Form of Guaranty attached as Exhibit C to the PPA. 3.1 Guarantor and Beneficiary Guarantor: Meridian DataCore Solutions Inc. (EIN: 47-5918320), a Delaware corporation with its principal place of business at 700 Lakesh

4. Seller's Credit Support — Irrevocable Standby Letter of Credit In the interest of a balanced credit support framework, Seller is prepared to post credit support for Buyer's benefit as set forth below. We believe this demonstrates Seller's good-faith commitment to a reciprocal arrangement that provides both parties with appropriate assurance. 4.1 Confirmation of Seller's Willingness to Post Credit Support Seller he

5. Reciprocal Nature of Credit Support Arrangements Seller wishes to emphasize that the credit support framework described in this letter is bilateral, balanced, and designed to protect both parties against counterparty credit risk. Under the proposed framework: • Seller posts a $7,000,000 irrevocable standby letter of credit (reducing to $3,500,000 after five years), backed by a nationally chartered bank with an inv

6. Interaction with Change of Control Provisions We also wish to note that Seller's credit support requirements are interrelated with the change of control provisions currently under negotiation between the parties (Article 12 of the current draft PPA). Specifically, under Seller's position as reflected in the Revised Second Draft PPA to be circulated on August 11, 2025: If Buyer undergoes a "Change of Control" (as d

7. Request for Response and Next Steps We respectfully request that Hargrove & Linden and Meridian confirm, at your earliest convenience, Buyer's agreement to provide the corporate guaranty in substantially the form of Exhibit C to the PPA, with a guaranty cap of $14,000,000, on the terms summarized in Section 3 above. If Buyer has comments on the form or terms of the guaranty, or if Buyer wishes to propose alternati

8. Reservation of Rights This letter is provided for discussion and negotiation purposes only. Nothing in this letter constitutes a waiver of any right, remedy, or position of Seller, CBR, or any of their affiliates under the PPA, at law, or in equity, and nothing herein shall be deemed to create any binding obligation on the part of any party. All rights, remedies, and positions are expressly reserved. The PPA, the