Contract analysis

I. PURPOSE This memorandum documents the results of the conflicts-of-interest search conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Calloway-Briggs Renewables Inc. ("CBR") as seller's counsel in the negotiation of a twenty (20)-year power purchase agreement (the "PPA") with Meridian DataCore Solutions Inc. ("Meridian" or "MDS") for the full energy output and

II. PARTIES AND AFFILIATES SEARCHED The following parties and affiliates were searched in the Firm's New Matter Intake System ("NMIS"), which serves as the Firm's comprehensive conflicts database. For each party, the full legal name, entity type, headquarters, identifying numbers, business description, and key personnel searched are set forth below. Affiliates and related entities were identified through publicly ava

I. EPC Contractor — Sunbelt Power Construction LLC • Full Legal Name: Sunbelt Power Construction LLC • Headquarters: 2100 Industrial Blvd., San Antonio, Texas 78221 • Role in Transaction: Sunbelt has been selected as the engineering, procurement, and construction ("EPC") contractor for the Project under a fixed-price, turnkey EPC contract with a contract price of $142,500,000. Sunbelt is expected to achieve commercia

III. SEARCH METHODOLOGY The conflicts check was conducted in accordance with the Firm's Conflicts Clearance Policy (as amended, effective January 1, 2025) and the Firm's New Business Intake Procedures Manual. The search encompassed the following databases, systems, and records:

1. Firm's New Matter Intake / Conflicts Database ("NMIS"): The NMIS is the Firm's central conflicts database, which contains records of all current and former clients, adverse parties, co-parties, and related entities for every matter handled by the Firm since its founding in 1962. The database is updated on a continuous basis as new matters are opened and existing matters are closed. As of the date of this search, t

2. Lateral Hire Disclosure Records: Records maintained by the Firm's Conflicts & New Business Department reflecting prior-firm client relationships disclosed by laterally hired attorneys at the time of their hiring. These records are cross-referenced with the NMIS to identify potential imputed conflicts arising from lateral hires.

3. Personnel Records: The Firm's human resources records, searched to identify any prior employment of proposed engagement team members at Hargrove & Linden LLP, Whitfield Stroval & Cade LLP, or any other firm representing a party in the transaction.

4. Financial Interest Disclosures: The annual financial interest and outside activity disclosures filed by each proposed engagement team member pursuant to the Firm's Personal Conflicts Policy, reviewed to identify direct or indirect financial interests in any party to the transaction, including securities holdings in Meridian DataCore Solutions Inc. (publicly traded, Nasdaq: MDCS). The following search terms were em

IV. SEARCH RESULTS Set forth below are the results of the conflicts search for each party and affiliate identified in Section II. For each party, the memorandum indicates whether any current or prior representations, adverse representations, or other potential conflicts were identified, together with a preliminary assessment and conclusion. A. Calloway-Briggs Renewables Inc. / Saguaro Flats Solar LLC No current or pr

I. Gresham Engineering Advisors Inc. No current or prior representations of Gresham Engineering Advisors Inc. were identified in the NMIS database. No prior adverse representations involving Gresham were identified. Conclusion: No conflict. J. Fieldstone Risk Advisors LLC / Commonwealth Mutual Insurance Co. / Ridgeway Casualty Group Inc. No current or prior representations of Fieldstone Risk Advisors LLC, Commonwealt

V. ANALYSIS AND ETHICAL FRAMEWORK A. Applicable Rules The Firm is organized and headquartered in New York and is subject to the New York Rules of Professional Conduct (the "NYRPC"), which govern conflicts of interest arising in connection with the Firm's representations. The two primary rules applicable to this conflicts analysis are: Rule 1.7 — Current Client Conflicts of Interest. Rule 1.7(a) provides that, except

VI. RECOMMENDATIONS Based on the conflicts search results and the analysis set forth above, the following recommendations are made:

1. Clearance Granted. No disqualifying conflicts of interest have been identified. The Firm may proceed with the engagement of Calloway-Briggs Renewables Inc. as the Firm's client for Matter No. 1015-00002 (Proposed Representation of Calloway-Briggs Renewables Inc. — Solar Power Purchase Agreement — Saguaro Flats Solar Project).

2. Engagement Letter Disclosures. It is recommended that the engagement letter addressed to Rachel Muñoz, General Counsel, Calloway-Briggs Renewables Inc., include the following disclosures: (a) Prior Tralvendo Relationship. A disclosure that the Firm has previously represented Tralvendo National Bank, N.A., the administrative agent and lead lender for the Saguaro Flats project-finance facility, in two unrelated and

3. Information Barriers. No formal ethical screens or information barriers are required at this time. The Firm's standard matter-level access restrictions in the Firm's document management system (Vireo Data Systems) will apply to all documents and communications created or received in connection with Matter No. 1015-00002. Access to the matter workspace will be limited to authorized engagement team members and suppo

4. Ongoing Monitoring. If new parties are added to the transaction, if the identity or role of existing parties changes materially, or if material changes in party relationships arise during the course of the engagement, an updated conflicts check should be run through the NMIS system promptly upon learning of such changes. In particular, the addition of any tax equity investor, mezzanine lender, co-development partn

VII. APPROVAL This Conflicts Check Memorandum has been prepared by the undersigned and is submitted for review and approval by the Responsible Partner and, if required by Firm policy, by the Firm's General Counsel or a designated representative of the Conflicts Committee. Prepared by: David Stanton Associate, Energy & Infrastructure Practice Group Calderwood & Harkness LLP Date: June 19, 2025 Responsible Partner — Re