Contract analysis

1. Introduction and Purpose I am Helen Nakamura, Of Counsel in the Project Finance group at Calderwood & Harkness LLP. I am writing on behalf of our client, Calloway-Briggs Renewables Inc. ("CBR"), and its wholly owned subsidiary Saguaro Flats Solar LLC (the "Project Company"), in connection with the negotiation of the virtual power purchase agreement (the "PPA") for the Saguaro Flats Solar Project (the "Project"). A

2. Parties to the PPA 2.1 Seller The Seller under the PPA is Saguaro Flats Solar LLC, a Delaware limited liability company formed for the sole purpose of developing, constructing, owning, and operating the Project. The Project Company is one hundred percent (100%) owned and managed by Calloway-Briggs Renewables Inc., a Delaware corporation headquartered at 4200 Travis Street, Suite 1800, Houston, Texas 77002. The Pro

3. Project Overview Set forth below is a summary of the key characteristics and development status of the Saguaro Flats Solar Project: Interconnection. The ERCOT Full Interconnection Study for the Project was completed on March 14, 2025, and the Large Generation Interconnection Agreement ("LGIA") was executed on May 15, 2025, between the Project Company and West Texas Wires LLC, the applicable transmission service pr

4. Summary of Key PPA Terms Set forth below is a summary of the principal commercial and legal terms of the PPA as currently negotiated between the parties. Where terms have been agreed, we have identified them as such. Where terms remain under negotiation or subject to open issues, cross-references to Section 5 of this letter are provided. 4.1 Contract Structure The PPA is structured as a virtual (financial) power p

5. Open Negotiation Issues While significant progress has been made in the PPA negotiations, a number of material commercial and legal issues remain open between the parties. We summarize the principal open issues below, together with an assessment of their relevance to the lender group's bankability review. 5.1 Availability Guarantee The availability guarantee is one of the most significant commercial terms of the P

6. Lender Consent Agreement (Exhibit F) We confirm that the PPA will include, as Exhibit F, a Form of Lender Consent Agreement (also referred to as a Consent to Collateral Assignment and Lender Direct Agreement) among Saguaro Flats Solar LLC (as Seller), Meridian DataCore Solutions Inc. (as Buyer), and Tralvendo National Bank, N.A. (as Administrative Agent for the benefit of the lender group under the Credit Facility

7. Syndicate Lender Information For reference, the lending syndicate under the Credit Facility comprises the following institutions and commitments: The principal financial terms of the Credit Facility, as set forth in the term sheet, are as follows: • Interest Rate (Term Loan Period): Term SOFR + 175 basis points • Interest Rate (Construction Period): Term SOFR + 200 basis points • Tenor: Approximately eighteen (18)

8. Timeline and Next Steps We summarize below the key milestones and next steps in the PPA negotiation and construction loan closing process: We respectfully request that WJC provide any preliminary bankability comments on the PPA terms summarized in this letter at its earliest convenience, and no later than August 22, 2025, to allow adequate time for incorporation of any lender-required modifications into the PPA dr

9. Confidentiality Notice We note that the PPA terms, negotiation details, pricing information, and other commercial terms described in this letter are confidential and are subject to the confidentiality obligations set forth in (a) the Credit Facility term sheet dated June 20, 2025 (Section 12 — Confidentiality), and (b) the confidentiality provisions of the PPA negotiation framework agreed between the parties. Acco