Contract analysis

Section 1.1 Defined Terms. As used in this Guaranty, the following terms shall have the meanings set forth below: "Beneficiary" means Saguaro Flats Solar LLC, a Delaware limited liability company, and its successors and permitted assigns (including any collateral assignee of the PPA). "Business Day" means any day other than a Saturday, Sunday, or a day on which commercial banks in New York, New York or Austin, Texas

Section 1.2 Rules of Construction. (a) Unless otherwise defined in this Guaranty, capitalized terms used herein shall have the meanings assigned to such terms in the PPA, and such definitions are hereby incorporated by reference into this Guaranty. (b) As used in this Guaranty, the singular shall include the plural and the plural shall include the singular, and any reference to any gender shall include all genders. (

Section 2.1 Guaranty of Obligations. Guarantor hereby unconditionally and irrevocably guarantees to Beneficiary, and to Beneficiary's successors and permitted assigns, the full, complete, and prompt payment and performance of all Guaranteed Obligations of Buyer under the PPA, subject in all respects to the Guaranty Cap. This Guaranty constitutes a guaranty of payment and performance, and not merely a guaranty of coll

Section 2.2 Nature of Guaranty. The obligations of Guarantor under this Guaranty are absolute, unconditional, and irrevocable, and shall not be released, discharged, diminished, impaired, reduced, or otherwise affected by any of the following (whether or not Guarantor has notice thereof and whether or not Guarantor has consented thereto): (a) any amendment, modification, supplement, restatement, extension, renewal, o

Section 2.3 Guaranty Cap. (a) The aggregate cumulative liability of Guarantor under this Guaranty shall not exceed Fourteen Million Dollars ($14,000,000) (the "Guaranty Cap"). In no event shall Beneficiary be entitled to recover from Guarantor, in the aggregate, amounts in excess of the Guaranty Cap then in effect. (b) Payments made by Guarantor to Beneficiary under this Guaranty shall reduce the remaining amount ava

Section 2.4 Continuing Guaranty. This Guaranty is a continuing guaranty and shall apply to all Guaranteed Obligations arising at any time and from time to time during the Term, regardless of whether any particular Guaranteed Obligation existed at the time this Guaranty was first executed and delivered. Guarantor's obligations hereunder shall not be discharged or affected by the fact that at any time during the Term n

Section 2.5 Reinstatement. If at any time any payment (whether made by Buyer, Guarantor, or any other person or entity) with respect to any Guaranteed Obligation is rescinded, invalidated, declared to be fraudulent or preferential, set aside, or required to be returned, repaid, or disgorged by Beneficiary for any reason whatsoever (including pursuant to any bankruptcy, insolvency, reorganization, or similar proceedin

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR Guarantor hereby represents and warrants to Beneficiary, as of the Effective Date (and as of each date on which any Guaranteed Obligation arises, except as otherwise specified below), as follows:

Section 3.1 Organization and Standing. Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Guarantor has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Guarantor is duly qualified to do business and is in good standing in each jurisdiction in whic

Section 3.2 Authority. Guarantor has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Guaranty. The execution, delivery, and performance of this Guaranty by Guarantor have been duly authorized by all necessary corporate action on the part of Guarantor, including all requisite approvals of Guarantor's board of directors (or an authorized committee thereof). No fur

Section 3.3 Enforceability. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general applicability affecting the enforcement of creditors' rights gener

Section 3.4 No Conflict. The execution, delivery, and performance of this Guaranty by Guarantor do not and will not: (a) violate, conflict with, or result in any breach of any provision of Guarantor's certificate of incorporation, as amended, or Guarantor's amended and restated bylaws; (b) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under, or result

Section 3.5 Financial Condition. (a) As of the date hereof, Guarantor has a corporate credit rating of BBB from Pinnacle Ratings Group. (b) For its most recently completed fiscal year ended December 31, 2024, Guarantor's consolidated revenue was approximately Two Billion One Hundred Million Dollars ($2,100,000,000) and Guarantor's consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA")

Section 3.6 No Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation (collectively, "Actions") pending or, to the knowledge of Guarantor, threatened in writing against or affecting Guarantor before any court, arbitrator, or governmental authority that would reasonably be expected to, individually or in the aggregate, materially and adversely affect Guarantor's ability to execute, deli

Section 3.7 No Consents. No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority or any other person or entity is required for the valid execution, delivery, and performance by Guarantor of this Guaranty, except for such consents, approvals, authorizations, orders, registrations, qualifications, or filings as have already been obtained or made and are in full

Section 3.8 Solvency. Guarantor is solvent as of the date hereof. Guarantor will not be rendered insolvent by the execution, delivery, or performance of this Guaranty or the consummation of the transactions contemplated hereby. For purposes of this Section 3.8, "solvent" means that: (a) the fair saleable value of Guarantor's assets exceeds the amount of Guarantor's liabilities (including contingent and unliquidated l

ARTICLE 4 — COVENANTS OF GUARANTOR Guarantor hereby covenants and agrees with Beneficiary as follows:

Section 4.1 Maintenance of Existence. Guarantor shall maintain its corporate existence in good standing under the laws of the State of Delaware at all times during the Term of this Guaranty. Guarantor shall maintain all qualifications, licenses, and authorizations necessary for the conduct of its business and the performance of its obligations under this Guaranty, except where the failure to maintain such qualificati

Section 4.2 Financial Reporting. Guarantor shall deliver to Beneficiary, within the timeframes set forth below, the following financial information: (a) Annual Financial Statements. As soon as available, and in any event within ninety (90) days after the end of each fiscal year of Guarantor, audited consolidated financial statements of Guarantor for such fiscal year, including a consolidated balance sheet, consolidat

Section 4.3 Notice of Material Adverse Change. Guarantor shall promptly (and in any event within five (5) Business Days after becoming aware thereof) notify Beneficiary in writing of the occurrence of any of the following events: (a) any material adverse change in the financial condition, business, operations, or prospects of Guarantor that could reasonably be expected to impair Guarantor's ability to perform its obl

Section 4.4 Credit Rating Maintenance. Guarantor shall use commercially reasonable efforts to maintain a credit rating from Pinnacle Ratings Group of at least BBB- (investment grade). In the event that Guarantor's credit rating from Pinnacle Ratings Group is downgraded below BBB- (i.e., to BB+ or below), Beneficiary shall have the right, upon written notice to Guarantor, to demand that Buyer provide a replacement irr

Section 4.5 Compliance with Laws. Guarantor shall comply in all material respects with all applicable laws, statutes, rules, regulations, orders, writs, injunctions, judgments, and decrees of any governmental authority, to the extent that the failure to so comply would reasonably be expected to materially and adversely affect Guarantor's ability to perform its obligations under this Guaranty.

Section 4.6 Change of Control of Guarantor. (a) Guarantor shall provide Beneficiary with prompt written notice (and in any event within ten (10) Business Days after the closing thereof) of any change of control of Guarantor (as such term is defined in the PPA or, if not defined in the PPA, as determined in accordance with customary usage in commercial agreements). (b) If, following a change of control of Guarantor, t

Section 4.7 No Assignment. Guarantor shall not assign, transfer, delegate, or otherwise dispose of this Guaranty or any of its obligations or rights hereunder, in whole or in part, without the prior written consent of Beneficiary, and any purported assignment, transfer, delegation, or other disposition without such consent shall be null and void and of no force or effect.

Section 5.1 Events of Default. Each of the following events shall constitute an "Event of Default" under this Guaranty: (a) Failure to Pay. Guarantor fails to make any payment required under this Guaranty within ten (10) Business Days after receipt of a written demand from Beneficiary in accordance with Article 8, where such demand conforms to the requirements of Section 8.1. (b) Breach of Representation or Warranty.

Section 5.2 Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, Beneficiary may, in its sole discretion and without further notice to Guarantor (except as expressly required by this Guaranty or by applicable law): (a) declare all Guaranteed Obligations (to the extent then existing and determinable) immediately due and payable by Guarantor, subject at all times to the

Section 5.3 Cumulative Remedies. The rights and remedies of Beneficiary set forth in this Guaranty are cumulative and are in addition to, and not in substitution for, any other rights and remedies available to Beneficiary at law, in equity, or under any other agreement or instrument. The exercise of any one remedy by Beneficiary shall not preclude or waive the right to exercise any other remedy, and no single or part

Section 6.1 Waivers by Guarantor. To the fullest extent permitted by applicable law, Guarantor hereby waives each of the following: (a) notice of acceptance of this Guaranty by Beneficiary; (b) presentment, demand for payment, demand for performance, protest, and notice of dishonor or non-payment with respect to any Guaranteed Obligation; (c) notice of any default or event of default by Buyer under the PPA, including

Section 6.2 No Waiver by Beneficiary. No failure or delay by Beneficiary in exercising any right, power, or remedy under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Guaranty shall be effective unless se

ARTICLE 7 — TERM AND TERMINATION

Section 7.1 Effective Date. This Guaranty shall become effective upon execution and delivery by Guarantor. Guarantor acknowledges that Beneficiary's acceptance of this Guaranty shall be evidenced by Beneficiary's execution of the acknowledgment and acceptance set forth on the signature page hereof.

Section 7.2 Term. This Guaranty shall remain in full force and effect until the earliest to occur of the following: (a) payment and performance in full of all Guaranteed Obligations (including any Guaranteed Obligations that survive the expiration or termination of the PPA), and the expiration of all applicable preference, avoidance, and similar periods under applicable Debtor Relief Laws without any demand for retur

Section 7.3 Survival. The obligations of Guarantor under this Guaranty with respect to any Guaranteed Obligations that have accrued or arisen prior to the termination of this Guaranty (including any termination payments, indemnification obligations, or other surviving obligations under the PPA) shall survive such termination and shall continue in full force and effect until all such Guaranteed Obligations have been f

ARTICLE 8 — DEMAND AND PAYMENT MECHANICS

Section 8.1 Demand. In order to make a claim under this Guaranty, Beneficiary shall deliver to Guarantor a written demand (a "Demand Notice") specifying in reasonable detail: (a) the nature and amount of the Guaranteed Obligations that Buyer has failed to pay or perform; (b) a statement confirming that such amounts are due and payable under the PPA and that Buyer has failed to pay such amounts when due (or, in the ca

Section 8.2 Payment. Guarantor shall pay all amounts properly demanded under a conforming Demand Notice within ten (10) Business Days after receipt of such Demand Notice. All payments by Guarantor shall be made by wire transfer of immediately available funds in United States dollars to a bank account designated by Beneficiary in the Demand Notice (or in a separate wire transfer instruction delivered by Beneficiary).

Section 8.3 Payment Currency. All payments by Guarantor under this Guaranty shall be made in United States dollars. If any payment obligation arises in a currency other than United States dollars, the amount payable by Guarantor shall be the United States dollar equivalent of such amount, determined using the exchange rate published by the Federal Reserve Bank of New York at the close of business on the Business Day

Section 8.4 No Set-Off or Counterclaim. All payments by Guarantor under this Guaranty shall be made free and clear of, and without deduction, set-off, counterclaim, or withholding of any kind whatsoever, whether in respect of taxes, claims, defenses, or otherwise, except to the extent that any deduction or withholding is required by applicable law. If any deduction or withholding is so required by applicable law, Gua

Section 8.5 Subrogation. Guarantor shall be subrogated to the rights of Beneficiary against Buyer to the extent of any amounts paid by Guarantor under this Guaranty; provided, however, that Guarantor shall not exercise any right of subrogation, contribution, reimbursement, or indemnification against Buyer or assert any claim or proof of claim in any bankruptcy, insolvency, or similar proceeding of or against Buyer, i

Section 9.1 Addresses for Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Guaranty (collectively, "Notices") shall be in writing and shall be addressed as follows: If to Guarantor: Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746 Attention: Victor Langford, Deputy General Counsel Email: vlangford@

Section 9.2 Methods of Delivery. Notices may be given by any of the following methods: (a) personal delivery (including delivery by commercial courier); (b) deposit with a nationally recognized overnight courier service for next Business Day delivery, with all delivery charges prepaid; (c) registered or certified mail, return receipt requested, postage prepaid, through the United States Postal Service; or (d) email w

Section 9.3 Change of Address. Either party may change its address or other notice information for purposes of this Article 9 by giving written notice of such change to the other party in accordance with this Article 9. Such change shall be effective upon receipt of such notice by the other party.

Section 10.1 Governing Law. This Guaranty shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the substantive laws of any jurisdiction other than the State of New York.

Section 10.2 Dispute Resolution. Any dispute, controversy, or claim arising out of, relating to, or in connection with this Guaranty (including any dispute regarding its existence, validity, interpretation, performance, breach, or termination) (a "Dispute") shall be resolved in accordance with the dispute resolution provisions set forth in the PPA, including: (a) a period of good-faith negotiation between senior repr

Section 10.3 Venue for Injunctive Relief. Notwithstanding Section 10.2, either party may at any time seek temporary, preliminary, or permanent injunctive relief, or other interim or conservatory measures, 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. The institution of any action for injunctive relief or other interim meas

Section 10.4 Consent to Jurisdiction. Guarantor irrevocably and unconditionally submits to the exclusive jurisdiction of the courts and tribunals specified in Sections 10.2 and 10.3 for the purposes of any action, suit, or proceeding arising out of or relating to this Guaranty. Guarantor irrevocably waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the l

Section 10.5 Entire Agreement. This Guaranty, together with the PPA and the other agreements, instruments, and documents delivered in connection herewith and therewith, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings of the parties, whether written or oral, w

Section 10.6 Amendments. This Guaranty may not be amended, modified, supplemented, restated, or waived in any respect except by a written instrument duly executed by both Guarantor and Beneficiary. No oral modification, amendment, or waiver of any provision of this Guaranty shall be enforceable.

Section 10.7 Severability. If any provision of this Guaranty (or any part thereof) is held to be invalid, illegal, or unenforceable under applicable law by a court or tribunal of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability, and the remaining provisions of this Guaranty (and the remaining parts of such provision) shall continue in f

Section 10.8 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY, THE PPA, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGE

Section 10.9 Successors and Assigns. This Guaranty shall be binding upon Guarantor and its successors, assigns, and transferees (whether by merger, consolidation, operation of law, or otherwise) and shall inure to the benefit of Beneficiary and its successors and permitted assigns. Without limiting the generality of the foregoing, Guarantor acknowledges and agrees that Beneficiary's rights under this Guaranty may be

Section 10.10 No Third-Party Beneficiaries. Except as expressly provided in Section 10.9 with respect to the Administrative Agent and the Lender Group (who shall be express third-party beneficiaries of this Guaranty), no person or entity other than the parties hereto and their respective successors and permitted assigns shall have any right to enforce or benefit from any provision of this Guaranty.

Section 10.11 Counterparts. This Guaranty may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Guaranty by facsimile or by electronic transmission (including in portable document format (".pdf"

Section 10.12 Headings. The Article and Section headings and the table of contents (if any) used in this Guaranty are for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Guaranty.