Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Tralvendo National Bank, N.A., a national banking association, in its capacity as administrative agent under the Financing Documents, together with its successors and assigns in such capacity. "Affiliate" means, with respect to any Person, any other entity that directly or ind

Section 1.2 — Rules of Interpretation The following rules of interpretation shall apply to this Agreement: (a) All references to "Articles," "Sections," "Exhibits," and "Schedules" are, unless otherwise specified, references to Articles, Sections, Exhibits, and Schedules of and to this Agreement. (b) The headings of Articles and Sections are inserted for convenience of reference only and shall not affect the interpre

Section 1.3 — Exhibits and Schedules The following Exhibits are attached to and incorporated into this Agreement by reference as if set forth herein in their entirety: • Exhibit A — Facility Description and Site • Exhibit B — Contract Price and Escalation Schedule • Exhibit C — Form of Buyer Guaranty • Exhibit D — Form of Letter of Credit (Seller Availability LC) • Exhibit E — Insurance Requirements • Exhibit F — For

Section 2.1 — Term (a) This Agreement shall become effective upon mutual execution by both Parties and the satisfaction (or written waiver) of all conditions precedent set forth in Section 2.2 (the "Effective Date"). The target Effective Date is September 15, 2025. (b) The "Delivery Term" shall commence on the Commercial Operation Date (expected to be April 1, 2027) and shall continue for a period of twenty (20) Cont

Section 2.2 — Conditions Precedent to Effectiveness The effectiveness of this Agreement is subject to the satisfaction or written waiver of each of the following conditions precedent on or prior to the target Effective Date: (a) Execution and delivery of this Agreement by both Parties. (b) Delivery by Buyer of the Buyer Guaranty, duly executed by the Buyer Guarantor (Meridian DataCore Solutions Inc.), substantially i

Section 2.3 — Extension This Agreement shall not automatically extend or renew beyond the expiration of the Delivery Term. The Parties may agree to extend the Delivery Term solely by mutual written agreement executed by both Parties not less than twenty-four (24) months prior to the scheduled expiration of the Delivery Term. Any such extension agreement shall specify the duration of the extended term, the applicable

ARTICLE 3 — FACILITY DEVELOPMENT AND CONSTRUCTION

Section 3.1 — Construction Obligations Seller shall be solely responsible for the development, permitting, financing, engineering, procurement, construction, testing, and commissioning of the Facility at Seller's sole cost and expense, and in accordance with Prudent Industry Practice and all applicable laws, regulations, permits, and governmental approvals. Seller shall use commercially reasonable efforts to achieve

Section 3.2 — Progress Reports Commencing on the later of (a) the Effective Date and (b) the date that is six (6) months prior to the Expected COD, Seller shall deliver to Buyer quarterly written construction progress reports within thirty (30) days after the end of each calendar quarter. Each such progress report shall include, at a minimum: (i) a summary of construction milestones achieved during the preceding quar

Section 3.3 — Delay Liquidated Damages (a) If the Commercial Operation Date does not occur on or before the date that is one hundred eighty (180) days after the Expected COD (i.e., September 28, 2027) (the "Delay LD Start Date"), Seller shall pay Buyer delay liquidated damages in the amount of per day (the "Delay LDs") for each day commencing on the Delay LD Start Date and continuing until the earlier of (i) the date

Section 3.4 — Commercial Operation Date (a) Seller shall deliver to Buyer a COD Certificate certifying that all conditions for Commercial Operation have been satisfied, together with supporting documentation. The COD Certificate shall be in a form reasonably acceptable to Buyer and shall be accompanied by the deliverables set forth in Section 22.1. (b) Buyer shall have fifteen (15) Business Days following receipt of

Section 3.5 — Interconnection Seller shall be solely responsible for obtaining and maintaining the Large Generation Interconnection Agreement with ERCOT (Queue Position ERCOT-GI-2024-0437) and for the design, engineering, procurement, construction, installation, testing, commissioning, operation, and maintenance of all interconnection facilities necessary to interconnect the Facility with the ERCOT transmission grid

ARTICLE 4 — PURCHASE AND SALE OF ENERGY AND ENVIRONMENTAL ATTRIBUTES

Section 4.1 — Sale and Purchase Obligation (a) Subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to purchase, on a financial settlement basis in the form of a contract for differences (CfD), the Contract Quantity of Energy generated by the Facility during each Settlement Interval throughout the Delivery Term. (b) The Parties acknowledge and agree that this Agreement is a vi

Section 4.2 — Environmental Attributes (a) Buyer shall be entitled to receive all Environmental Attributes associated with the Contract Quantity of Energy generated by the Facility during the Delivery Term. Seller hereby assigns, transfers, and conveys to Buyer all right, title, and interest in and to such Environmental Attributes. (b) Seller shall register the Facility with any applicable renewable energy certificat

Section 4.3 — Title and Risk of Loss (a) Title to Energy generated by the Facility shall pass from Seller to the transmission system at the Delivery Point (the ERCOT West Hub, for financial settlement purposes). (b) Seller shall bear all risk of loss, damage, curtailment, and transmission congestion with respect to Energy generated by the Facility up to and including the Delivery Point. Seller shall be responsible fo

ARTICLE 5 — CONTRACT PRICE AND SETTLEMENT

Section 5.1 — Contract Price (a) The initial Contract Price shall be Twenty Dollars ($20.00) per MWh. The Contract Price shall be fixed at $20.00 per MWh for Contract Years 1 through 5 (expected to be April 1, 2027 through March 31, 2032). (b) Beginning with Contract Year 6 and continuing through Contract Year 20, the Contract Price shall escalate at the Escalation Rate of one and one-half percent (1.50%) per annum,

Section 5.2 — Settlement Mechanics (Contract for Differences) (a) For each Settlement Interval during the Delivery Term, the Net Settlement Amount shall be calculated as follows: Net Settlement Amount = (Contract Price − Hub Price) × Contract Quantity (MWh) where: "Contract Price" is the applicable Contract Price for the relevant Contract Year as set forth in Section 5.1 and Exhibit B (expressed in $/MWh); "Hub Price

Section 5.3 — Invoicing and Payment (a) Within ten (10) Business Days after the end of each calendar month during the Delivery Term, Seller shall deliver to Buyer a monthly invoice setting forth in reasonable detail: (i) the Contract Quantity for each Settlement Interval during the preceding month; (ii) the applicable Contract Price; (iii) the applicable Hub Price for each Settlement Interval; (iv) the calculation of

Section 5.4 — Billing Disputes (a) A Party disputing any invoice or any portion thereof shall deliver written notice to the other Party within sixty (60) days of receipt of such invoice, specifying in reasonable detail the basis for the dispute and the amount in dispute. (b) The Parties shall use good faith efforts to resolve any billing dispute within thirty (30) Business Days after receipt of the dispute notice. Du

Section 5.5 — Taxes (a) Each Party shall be responsible for the payment of all income taxes, franchise taxes, and similar taxes imposed on or attributable to such Party's income or operations. (b) Seller shall be responsible for the payment of all taxes, fees, and charges imposed on or attributable to the generation, ownership, storage, or sale of Energy at or prior to the Delivery Point, including any property taxes

ARTICLE 6 — AVAILABILITY GUARANTEE AND LIQUIDATED DAMAGES

Section 6.1 — Availability Guarantee Seller guarantees that the Availability of the Facility shall be no less than during each Measurement Period (rolling twelve (12)-month basis) throughout the Delivery Term (the "Availability Guarantee"). Availability for each Measurement Period shall be calculated as follows: Availability = (Available Hours ÷ Period Hours) × 100 For purposes of the Availability calculation, the fo

Section 6.2 — Availability Liquidated Damages (a) For each Measurement Period in which Availability falls below the Availability Guarantee threshold of , Seller shall pay Buyer Availability Liquidated Damages ("Availability LDs") calculated as follows: Availability LDs = × Trailing 12-Month Revenue × Shortfall Percentage Points where: "Trailing 12-Month Revenue" means the aggregate revenue received or receivable by S

Section 6.3 — Availability LD Cap The total Availability LDs payable by Seller in respect of any single Measurement Period shall not exceed of the aggregate revenue received or receivable by Seller under this Agreement during the trailing twelve (12) calendar months of such Measurement Period. Based on the P50 Estimate and Contract Year 1 pricing, the maximum Availability LD for any Measurement Period would be × $7,0

Section 6.4 — Buyer Termination Right for Chronic Unavailability If Availability falls below in any two (2) consecutive Measurement Periods and Seller fails to cure such shortfall within one hundred eighty (180) days of receipt of written notice from Buyer specifying the Availability deficiency, Buyer may terminate this Agreement upon sixty (60) days' additional written notice to Seller. Upon such termination, Seller

Section 6.5 — Measurement and Reporting (a) Seller shall maintain accurate, detailed, and complete records of Facility availability, including records of all periods of planned and unplanned outages, the causes thereof, and the duration of each outage event. Such records shall be maintained for a period of not less than five (5) years following the end of the applicable Contract Year. (b) Seller shall deliver to Buye

Section 7.1 — Curtailment Defined "Curtailment" means any reduction, limitation, or cessation of Energy generation by the Facility caused by or resulting from: (a) an ERCOT dispatch instruction, basepoint order, or other directive requiring the reduction or cessation of generation by the Facility; (b) a directive, instruction, or order of the Transmission Provider (West Texas Wires LLC) requiring the reduction or ces

Section 7.2 — Economic Curtailment (a) If the Hub Price at the ERCOT West Hub is negative for any Settlement Interval, Seller shall have the right, but not the obligation, to curtail or reduce generation from the Facility during such Settlement Interval (an "Economic Curtailment"). (b) If Seller elects to economically curtail generation during any Settlement Interval in which the Hub Price is negative, the Contract Q

Section 7.3 — System Curtailment (a) If Curtailment is directed or ordered by ERCOT or the Transmission Provider (West Texas Wires LLC) for reasons other than negative pricing at the Settlement Hub (a "System Curtailment"), the hours during which such System Curtailment occurs shall be treated as Excused Hours for purposes of the Availability Guarantee calculation under Section 6.1. (b) Neither Party shall be liable

Section 7.4 — Curtailment Risk Allocation (a) Seller shall bear the risk of financial losses attributable to Curtailment (whether Economic Curtailment or System Curtailment) up to a threshold of MWh per Contract Year . (b) Financial losses attributable to Curtailment in excess of the shall be allocated to Seller and to Buyer. (c) (d)

ARTICLE 8 — FACILITY OPERATIONS AND MAINTENANCE

Section 8.1 — Operating Standard Seller shall operate, maintain, repair, and replace the Facility throughout the Delivery Term in accordance with Prudent Industry Practice, all applicable laws, rules, regulations, and orders of any Governmental Authority, manufacturer specifications and warranty requirements for all major equipment, and the requirements and protocols of ERCOT. Seller shall maintain a qualified operat

Section 8.2 — Scheduled Maintenance (a) Seller shall prepare and maintain a rolling twelve (12)-month maintenance schedule for the Facility, which shall be updated on a quarterly basis and delivered to Buyer within thirty (30) days after the end of each calendar quarter. (b) To the extent practicable, Scheduled Maintenance shall be performed during periods of lowest expected solar irradiance (e.g., overnight hours, e

Section 8.3 — Capital Improvements Seller may make capital improvements, modifications, upgrades, or additions to the Facility from time to time, provided that such improvements do not materially reduce the Facility's generation capacity (below 95% of the original AC Capacity Rating of 150 MWac) or Availability (below the Availability Guarantee threshold). Seller shall provide Buyer with at least sixty (60) days' pri

Section 8.4 — ERCOT Compliance Seller shall maintain, at all times during the Term, all registrations, qualifications, certifications, and status required by ERCOT for the Facility to operate as a generation resource within the ERCOT wholesale electricity market. Seller shall comply with all ERCOT Protocols, Operating Guides, and Nodal Operating Procedures applicable to the Facility, as such protocols and procedures

Section 9.1 — Seller Credit Support (a) Letter of Credit. On or prior to the Effective Date, Seller shall deliver to Buyer an irrevocable standby letter of credit (the "Seller LC") issued by Tralvendo National Bank, N.A. (or another financial institution with a Credit Rating of at least A− from Pinnacle Ratings Group and maintaining an office in the United States), in the initial amount of Seven Million Dollars ($7,0

Section 9.2 — Buyer Credit Support (a) Buyer Guaranty. On or prior to the Effective Date, Buyer shall cause Meridian DataCore Solutions Inc. (in its capacity as Buyer Guarantor) to execute and deliver a corporate guaranty substantially in the form of Exhibit C attached hereto (the "Buyer Guaranty"), guaranteeing all payment and performance obligations of Buyer under this Agreement, with an aggregate cap of Fourteen M

Section 9.3 — General Provisions (a) The credit support obligations set forth in this Article 9 are independent of the underlying obligations of the Parties under this Agreement and shall not be affected by any dispute regarding such underlying obligations. (b) All letters of credit delivered pursuant to this Article 9 must be issued by a financial institution with a Credit Rating of at least A− from Pinnacle Ratings

ARTICLE 10 — REPRESENTATIONS AND WARRANTIES

Section 10.1 — Mutual Representations and Warranties Each Party represents and warrants to the other Party, as of the Execution Date and as of the Effective Date, as follows: (a) Organization and Good Standing. Such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation (Seller: State of Delaware; Buyer: State of Delaware), and has all requisite power and autho