Contract analysis

1. Matter Summary Matter Name: Calloway-Briggs Renewables Inc. — Solar PPA with Meridian DataCore Solutions Inc. (Saguaro Flats Solar Project) Matter Number: 1015-00002 Date Opened: July 8, 2025 Date of Engagement: June 20, 2025 (engagement letter effective) Nature of Matter: Representation of Calloway-Briggs Renewables Inc. ("CBR" or the "Client") as Seller in the structuring, drafting, and negotiation of a long-ter

2. Client Information Client Full Legal Name: Calloway-Briggs Renewables Inc. Short Name / Defined Term: CBR / Calloway-Briggs / "Client" Entity Type: Corporation organized and existing under the laws of the State of Delaware. Employer Identification Number (EIN): 82-4637201 Principal Place of Business / Headquarters: 4200 Travis Street, Suite 1800, Houston, Texas 77002 Registered Agent (State of Delaware): Capitol R

3. Project Company Full Legal Name: Saguaro Flats Solar LLC Entity Type: Limited liability company organized and existing under the laws of the State of Delaware. Saguaro Flats Solar LLC is 100% owned, directly, by Calloway-Briggs Renewables Inc. as its sole member. Employer Identification Number (EIN): 93-1284506 Registered Agent (State of Delaware): Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dov

4. Counterparty Information Counterparty Full Legal Name: Meridian DataCore Solutions Inc. Short Name / Defined Term: Meridian / MDS / "Buyer" / "Counterparty" Entity Type: Corporation organized and existing under the laws of the State of Delaware. Employer Identification Number (EIN): 47-5918320 Principal Place of Business / Headquarters: 700 Lakeshore Parkway, Building C, Austin, Texas 78746 Public Company Status:

5. Calderwood & Harkness Engagement Team The following attorneys have been staffed to this matter and authorized to record time and incur disbursements against Matter No. 1015-00002: Firm Office: Calderwood & Harkness LLP, 1100 Louisiana Street, Suite 4500, Houston, Texas 77002. All members of the engagement team are based in the firm's Houston office. Patricia Dunmore will serve as the primary point of contact for t

6. Project Overview — Saguaro Flats Solar Project 6.1 Project Technology and Capacity The Saguaro Flats Solar Project is a ground-mounted, single-axis tracking solar photovoltaic generating facility. The system design employs horizontal single-axis trackers with bifacial monocrystalline silicon photovoltaic modules. Key capacity parameters are as follows: • Nameplate Capacity (DC): 195 MWdc • AC Capacity (Inverter Ra

7. Transaction Overview — PPA Key Terms 7.1 Contract Structure The PPA is structured as a virtual (financial) power purchase agreement, also commonly referred to as a contract for differences or "CfD." Under this structure, there is no physical delivery of electricity from Seller to Buyer. Rather, Seller sells the electricity generated by the Project into the ERCOT wholesale market and receives the applicable spot ma

8. Key Negotiation Issues This section identifies the principal open negotiation issues between Seller and Buyer that the engagement team should be prepared to address during the PPA drafting and negotiation process. These issues were identified during initial commercial discussions between Janet Okafor (CBR) and Nathan Gilroy (Meridian) and have been communicated to the Calderwood & Harkness team by Client's General

9. Project Finance — Lender Coordination 9.1 Loan Facility Overview Facility: Senior secured construction-to-term loan facility in the aggregate principal amount of $108,000,000. Administrative Agent and Lead Arranger: Tralvendo National Bank, N.A., 600 Main Street, Suite 3000, Dallas, Texas 75202. Key contact: Diane Roessler, Director, Project Finance. 9.2 Syndicate Lenders The loan facility will be syndicated among

10. Regulatory and Permitting Status The following regulatory approvals, permits, and agreements have been obtained or are in process for the Project: ERCOT Interconnection: • ERCOT Full Interconnection Study: Completed March 14, 2025. The study confirmed the feasibility of interconnecting the Project at the Ft. Stockton 345 kV Substation with identified network upgrades. • Large Generation Interconnection Agreement

11. Key Dates and Timeline The following table summarizes the key dates and milestones for the Project and the engagement: The timeline above reflects the current project schedule as communicated by the Client. Delays in PPA negotiation and execution could have cascading effects on the loan closing and NTP dates, which in turn could delay COD. The engagement team should be mindful of these interdependencies and shoul

12. Scope of Engagement Pursuant to the engagement letter dated June 20, 2025, executed by Rachel Muñoz (General Counsel, CBR) and Patricia Dunmore (Responsible Partner, Calderwood & Harkness LLP), the scope of the firm's engagement on this matter includes the following: (a) PPA Structuring and Drafting: Structuring and drafting of the Power Purchase Agreement on Seller's form, including all exhibits, schedules, and

13. Conflicts Check A comprehensive conflicts search was conducted in connection with this new matter engagement. The Conflict Check Memorandum dated June 19, 2025, was prepared by David Stanton, Working Associate, and reviewed and approved by Patricia Dunmore, Responsible Partner. The conflicts search was conducted through the firm's conflicts database and covered the following parties and their known affiliates: •

14. Billing Information Billing Partner: George Trujillo, Energy & Infrastructure Practice Group. Matter Number: 1015-00002. Client Billing Contact: Rachel Muñoz, General Counsel, Calloway-Briggs Renewables Inc., 4200 Travis Street, Suite 1800, Houston, Texas 77002. Rate Schedules: Billing rates for all attorneys and professional staff assigned to this matter are as set forth in the engagement letter dated June 20, 2

15. Document Management and Filing The matter file for this engagement has been opened in the firm's Document Management System ("DMS") under Matter No. 1015-00002, effective as of July 8, 2025. All work product, correspondence, research memoranda, drafts, negotiation materials, and other documents generated or received in connection with this engagement shall be filed and maintained under this matter number in accor