Contract analysis

I. Introduction and Purpose We are pleased to confirm that the Power Purchase Agreement (the "PPA" or the "Agreement") was duly executed on September 15, 2025, by and between Saguaro Flats Solar LLC, a Delaware limited liability company (the "Seller"), and Meridian DataCore Solutions Inc., a Delaware corporation (Nasdaq: MDCS) (the "Buyer"). The PPA governs the long-term purchase and sale of energy and environmental

II. Summary of Key Terms of the Executed PPA Set forth below is a summary of the principal terms and provisions of the executed PPA. This summary is provided for convenience of reference only and is qualified in its entirety by the actual terms of the fully executed Agreement, a copy of which is enclosed with this letter. In the event of any inconsistency between this summary and the executed PPA, the terms of the ex

I. Lender Consent Agreement In connection with the execution of the PPA, the parties also executed a Consent to Collateral Assignment and Lender Direct Agreement (the "Lender Consent Agreement" or "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 on behalf of the lender syndicate). The Lender Co

1. Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to the PPA, the parties shall first attempt to resolve the matter through good-faith negotiation between senior representatives of the parties for a period of thirty (30) days following written notice of the dispute.

2. Binding Arbitration: If the dispute is not resolved through negotiation within the 30-day period, either party may submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") in New York, New York, under the AAA Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a panel of three (3) arbitrators, with each party selecting one arbitrator

3. Injunctive Relief: Notwithstanding the foregoing arbitration provisions, either party may seek temporary, preliminary, or permanent injunctive relief or other equitable remedies in the Supreme Court of the State of New York, County of New York, or the United States District Court for the Southern District of New York, without first submitting the matter to arbitration. Each party irrevocably consents to the jurisd

III. Confirmation of Closing Deliverables We have reviewed the closing deliverable checklist maintained by our office and confirm that all required closing deliverables were duly executed, delivered, and received on or prior to September 15, 2025, as set forth below. A. Seller Deliverables — Confirmed as Delivered The following deliverables were executed and/or delivered by or on behalf of the Seller in connection wi

1. Executed PPA (Seller's Counterpart Signature Pages): Fully executed counterpart signature pages to the Power Purchase Agreement, executed by Janet Okafor, Senior Vice President, Origination & Commercial, in her capacity as authorized signatory of Saguaro Flats Solar LLC, pursuant to the manager resolutions of Calloway-Briggs Renewables Inc.

2. Exhibits A through F to the PPA: All six exhibits to the PPA were delivered in final, executed form, including: • Exhibit A — Facility Description • Exhibit B — Contract Price Schedule • Exhibit C — Form of Buyer Guaranty • Exhibit D — Form of Seller Letter of Credit • Exhibit E — Insurance Requirements • Exhibit F — Form of Lender Consent Agreement

3. Officer's Certificate of Saguaro Flats Solar LLC: Executed Officer's Certificate certifying (a) due organization and valid existence of the Seller, (b) good standing of the Seller in its jurisdiction of formation, (c) due authorization of the PPA and related transaction documents, (d) the truth and accuracy of the Seller's representations and warranties as of the date of execution, and (e) the absence of any defau

4. Secretary's / Manager's Certificate and Resolutions of Saguaro Flats Solar LLC: Executed certificate of the Manager of Saguaro Flats Solar LLC, together with a certified copy of the Seller's Limited Liability Company Agreement and the manager resolutions of Calloway-Briggs Renewables Inc. authorizing the execution, delivery, and performance of the PPA and related transaction documents on behalf of the Seller.

5. Certificates of Good Standing: Certificates of good standing for each of Calloway-Briggs Renewables Inc. and Saguaro Flats Solar LLC, issued by the Secretary of State of the State of Delaware, dated within ten (10) days of closing. Both entities are registered through Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904.

6. Irrevocable Standby Letter of Credit: Irrevocable standby letter of credit issued by Tralvendo National Bank, N.A. in the amount of $7,000,000, in the form of Exhibit D to the PPA, naming Meridian DataCore Solutions Inc. as beneficiary. The letter of credit has an initial expiration date of September 15, 2026, with an "evergreen" automatic renewal provision.

7. Calderwood & Harkness LLP Legal Opinion: Legal opinion of Calderwood & Harkness LLP addressed to Meridian DataCore Solutions Inc. and its counsel, opining as to (a) the due organization and good standing of Saguaro Flats Solar LLC, (b) the due authorization of the PPA by the Seller, (c) the enforceability of the PPA against the Seller in accordance with its terms (subject to customary qualifications for bankruptcy

8. Evidence of Insurance: Certificates of insurance issued by Fieldstone Risk Advisors LLC, the Seller's insurance broker, confirming the following coverages: • Builder's Risk / Property Insurance: Commonwealth Mutual Insurance Co. (policy effective upon commencement of construction, with coverage limits consistent with full replacement cost of the Project) • Commercial General Liability Insurance: Ridgeway Casualty

9. Pecos County Conditional Use Permit: Evidence of Pecos County Conditional Use Permit CUP-2025-012, approved by the Pecos County Commissioners Court on February 10, 2025, authorizing the construction and operation of the Saguaro Flats Solar Project on the Project site.

10. ERCOT Large Generation Interconnection Agreement: Evidence of the fully executed Large Generation Interconnection Agreement between Saguaro Flats Solar LLC and West Texas Wires LLC (as the Interconnecting Utility), executed on May 15, 2025, under ERCOT Queue Position ERCOT-GI-2024-0437. B. Buyer Deliverables — Confirmed as Received The following deliverables were executed and/or delivered by or on behalf of the B

1. Executed PPA (Buyer's Counterpart Signature Pages): Fully executed counterpart signature pages to the Power Purchase Agreement, executed by an authorized officer of Meridian DataCore Solutions Inc.

2. Buyer Corporate Guaranty: Corporate guaranty executed by Meridian DataCore Solutions Inc. in favor of Saguaro Flats Solar LLC, in the form of Exhibit C to the PPA, guaranteeing the Buyer's payment obligations under the Agreement, capped at $14,000,000 (equal to approximately two years of estimated PPA revenues).

3. Buyer Officer's Certificate: Executed Officer's Certificate of Meridian DataCore Solutions Inc. certifying (a) due organization and valid existence, (b) good standing, (c) due authorization, (d) truth and accuracy of representations and warranties, and (e) absence of default.

4. Buyer Secretary's Certificate and Board Resolutions: Executed Secretary's Certificate of Meridian DataCore Solutions Inc., together with certified copies of the resolutions of the Board of Directors of Meridian DataCore Solutions Inc. authorizing the execution, delivery, and performance of the PPA, the Buyer Corporate Guaranty, and the Lender Consent Agreement. C. Tri-Party Deliverables The following tri-party del

1. Executed Lender Consent and Direct Agreement (Consent to Collateral Assignment of PPA): Fully executed 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), in the form of Exhibit F to the PPA. The Lender Consent Agreement was executed by all three parties and

IV. Immediate Next Steps With the PPA now fully executed and all closing deliverables confirmed, the Project enters its next critical phase of development. Set forth below is a summary of the immediate next steps that require attention from CBR and the project team. A. Construction Loan Closing — Tralvendo National Bank, N.A. The most immediate priority following PPA execution is the closing of the senior secured con

V. Document Retention and Engagement All executed transaction documents relating to the PPA and the related closing deliverables are being maintained in the Calderwood & Harkness LLP document management system under Matter No. 1015-00002. We will continue to maintain these records in accordance with our firm's document retention policies and applicable professional responsibility obligations. Calderwood & Harkness LL

VI. Closing It has been a privilege for our team to serve as counsel to Calloway-Briggs Renewables Inc. throughout the negotiation and execution of this transformative power purchase agreement. The successful execution of the PPA with Meridian DataCore Solutions Inc. represents a significant milestone for CBR and for the Saguaro Flats Solar Project, and it positions the Project for a successful construction loan clos

1. Fully executed Power Purchase Agreement (with Exhibits A through F)

2. Buyer Corporate Guaranty (Meridian DataCore Solutions Inc.)

3. Seller Standby Letter of Credit (Tralvendo National Bank, N.A. — $7,000,000)

4. Lender Consent and Direct Agreement (Consent to Collateral Assignment of PPA)

5. Officer's Certificate of Saguaro Flats Solar LLC

6. Secretary's / Manager's Certificate and Resolutions of Saguaro Flats Solar LLC

7. Calderwood & Harkness LLP Legal Opinion CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION This letter and its enclosures contain information that is confidential, proprietary, and subject to the attorney-client privilege and/or the work product doctrine. This communication is intended solely for the use of the addressee and the individuals and entities copied hereon. Any unauthorized review, use, disclosure,