Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings ascribed to them below: "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under commo

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

Section 1.3 — Exhibits and Schedules The following Exhibits are attached to and incorporated into this Agreement by reference: • Exhibit A — Facility Description and Site • Exhibit B — Contract Price and Escalation Schedule • Exhibit C — Form of Guaranty (Buyer Corporate Guarantee) • Exhibit D — Form of Letter of Credit (Seller Availability LC) • Exhibit E — Insurance Requirements • Exhibit F — Form of Lender Consent

Section 2.1 — Term (a) Effective Date. This Agreement shall become effective on the date on which all of the Conditions Precedent set forth in Section 2.2 have been satisfied or waived in writing by the Party entitled to the benefit thereof (the "Effective Date"). The Parties' target date for the Effective Date is September 15, 2025. (b) Delivery Term. The delivery term of this Agreement (the "Delivery Term") shall c

Section 2.2 — Conditions Precedent to Effective Date The Effective Date shall occur upon the satisfaction or written waiver of each of the following conditions precedent: (a) Execution. This Agreement has been duly executed and delivered by each of Seller and Buyer. (b) Seller Credit Support. Seller has delivered to Buyer the Letter of Credit in the initial amount of Seven Million Dollars ($7,000,000) in the form of

Section 2.3 — Guaranteed COD; Delay Liquidated Damages (a) Expected COD. The Parties acknowledge that the expected COD is April 1, 2027. Seller shall use commercially reasonable efforts to achieve the COD on or before such date. (b) Guaranteed COD Date. The guaranteed date for achievement of the COD (the "Guaranteed COD Date") shall be October 1, 2027 (being six (6) months after the expected COD), as such date may be

Section 2.4 — Conditions to COD The COD shall be deemed to have been achieved when all of the following conditions have been satisfied: (a) The Facility has achieved initial synchronization with the ERCOT transmission grid and has generated and delivered Energy to the Point of Delivery. (b) The Facility has completed performance testing in accordance with the testing protocols established by the Independent Engineer,

ARTICLE 3 — FACILITY DEVELOPMENT AND CONSTRUCTION

Section 3.1 — Seller's Obligations (a) Seller shall develop, finance, engineer, procure, construct, commission, and achieve Commercial Operation of the Facility in accordance with Prudent Industry Practice, all applicable laws, rules, regulations, and permits, and the Interconnection Agreement. Seller shall be responsible for all costs and expenses associated with the development, construction, and commissioning of t

Section 3.2 — Interconnection (a) Seller shall be solely responsible for securing and maintaining the Interconnection Agreement and all interconnection facilities required for the delivery of Energy from the Facility to the ERCOT transmission grid. (b) The Facility will be interconnected at the Ft. Stockton 345 kV Substation, located in Pecos County, Texas, pursuant to the Large Generation Interconnection Agreement w

Section 3.3 — Permits (a) Seller shall be responsible for obtaining and maintaining in full force and effect all permits, licenses, approvals, authorizations, and consents necessary for the development, construction, operation, and maintenance of the Facility, including without limitation: (i) the Pecos County Conditional Use Permit (CUP-2025-012), approved on February 10, 2025; (ii) all permits and authorizations re

Section 3.4 — Progress Reports Commencing on the Effective Date and continuing through the COD, Seller shall provide to Buyer quarterly written construction progress reports within fifteen (15) days after the end of each calendar quarter. Each progress report shall include, at a minimum, (a) a summary of construction activities during the preceding quarter, (b) the current status of key milestones, (c) a comparison o

Section 3.5 — Independent Engineer (a) Buyer shall have the right, at Buyer's sole cost and expense, to designate an independent engineer to review construction progress, inspect the Facility during construction, and review the results of performance testing. Any such independent engineer designated by Buyer shall be a nationally recognized engineering firm with experience in solar photovoltaic generating facilities.

ARTICLE 4 — DELIVERY AND ACCEPTANCE OF ENERGY; AVAILABILITY

Section 4.1 — Delivery of Energy (a) Commencing on the COD and continuing throughout the Delivery Term, Seller shall operate the Facility and deliver all Energy produced by the Facility to the Settlement Hub for financial settlement under this Agreement. (b) The Parties acknowledge and agree that this Agreement is structured as a virtual power purchase agreement (i.e., a contract for differences) and that the deliver

Section 4.2 — Settlement Mechanics (a) For each Settlement Period (each calendar month during the Delivery Term), the Parties shall calculate the net settlement amount as follows: (i) If the Contract Price for the applicable Contract Year exceeds the Hub Price for such Settlement Period: Buyer shall pay to Seller an amount equal to the product of (A) the difference between the Contract Price and the Hub Price (expres

Section 4.3 — Environmental Attributes (a) All Environmental Attributes associated with Energy generated and delivered by the Facility during the Term shall be the sole and exclusive property of Buyer. Seller hereby assigns, transfers, and conveys to Buyer all right, title, and interest in and to such Environmental Attributes, and Seller shall take all actions and execute all documents necessary to effectuate such tr

Section 4.4 — Availability Guarantee and Liquidated Damages

Section 4.4(a) — Guaranteed Availability. Seller guarantees that the Availability of the Facility shall be no less than during each Measurement Period (each rolling twelve (12)-month period) throughout the Delivery Term (the "Guaranteed Availability"). This Guaranteed Availability level of represents Seller's compromise from the threshold set forth in the First Draft, moving toward Buyer's proposed 97.0%. The 96.0% l

Section 4.4(b) — Availability Liquidated Damages. If the actual Availability of the Facility falls below the Guaranteed Availability of in any Measurement Period, Seller shall pay to Buyer Availability Liquidated Damages calculated as follows: for each one percent (1.0%) (or pro rata portion thereof) by which actual Availability falls below the Guaranteed Availability of , Seller shall pay Buyer liquidated damages eq

Section 4.4(c) — Availability LD Cap. The aggregate Availability Liquidated Damages payable by Seller to Buyer in any single Measurement Period shall not exceed of the Trailing Twelve-Month Revenue for such Measurement Period. By way of illustration, assuming Trailing Twelve-Month Revenue of $7,000,000 at Year 1: • Availability LD Cap = × $7,000,000 = This cap represents a compromise between Seller's proposed cap in

Section 4.4(d) — Availability LDs as Sole Remedy. Payment of Availability Liquidated Damages pursuant to this Section 4.4 shall be Buyer's sole and exclusive remedy for any failure by Seller to achieve the Guaranteed Availability in any Measurement Period, subject to Buyer's termination right under Section 4.4(e) in the event of chronic underperformance. The Parties acknowledge and agree that the Availability Liquida

Section 4.4(e) — Termination for Chronic Underperformance. If the Availability of the Facility falls below in any two (2) consecutive Measurement Periods (each a rolling twelve (12)-month period), and Seller fails to cure such underperformance (by achieving Availability of at least the Guaranteed Availability for a subsequent Measurement Period) within ninety (90) days following Buyer's delivery of written notice spe

Section 4.5(a) — Definition of Curtailment Event. A "Curtailment Event" means any reduction, limitation, or cessation of the delivery of Energy by the Facility that is caused by any of the following: (i) an ERCOT-directed curtailment, whether for economic or reliability reasons, including any curtailment order, dispatch instruction, or reduction in output directed by ERCOT or any reliability coordinator; (ii) transmi

Section 4.5(b) — Curtailment Risk Allocation.

Section 4.5(c) — Negative Pricing Curtailment. If the real-time settlement price at the ERCOT West Hub is negative for four (4) or more consecutive hours, Seller may, at its sole election, curtail or reduce generation at the Facility for the duration of such negative pricing period. Hours during which Seller curtails generation pursuant to this Section 4.5(c) shall be excluded from the Availability calculation (i.e.,

Section 4.6 — Metering (a) All Energy generated by the Facility shall be measured by revenue-grade meters installed at the Point of Delivery in accordance with ERCOT protocols and applicable industry standards. Seller shall be responsible for the procurement, installation, calibration, testing, and maintenance of all revenue meters at the Point of Delivery. (b) Buyer shall have the right, at Buyer's sole cost and exp

ARTICLE 5 — CONTRACT PRICE AND PAYMENT

Section 5.1 — Contract Price (a) The Contract Price for Energy under this Agreement shall be as follows: (i) Contract Years 1 through 5: Twenty Dollars ($20.00) per MWh (fixed). (ii) Contract Years 6 through 20: The Contract Price shall escalate at a rate of one and one-half percent (1.50%) per annum, compounding on each anniversary of the COD. The Contract Price for each Contract Year shall be calculated as follows:

Section 5.2 — Invoicing and Payment (a) Within ten (10) Business Days after the end of each calendar month during the Delivery Term, the Party to which a net payment is owed for such calendar month (based on the settlement calculation under Section 4.2) shall deliver to the other Party an invoice setting forth in reasonable detail the calculation of the net settlement amount for such calendar month, including the app

Section 5.3 — Disputed Amounts (a) If a Party disputes any amount set forth in an invoice, such Party shall pay all undisputed amounts when due and shall notify the invoicing Party in writing of the disputed amount and the basis for the dispute within ten (10) Business Days of receipt of the invoice. (b) The Parties shall use good-faith efforts to resolve any billing dispute within thirty (30) days after delivery of

Section 5.4 — Taxes (a) Each Party shall be responsible for and shall pay all income taxes, franchise taxes, and similar taxes imposed on such Party in connection with amounts received or receivable under this Agreement. (b) Seller shall be responsible for and shall pay all taxes, fees, assessments, and charges imposed on the generation, sale, or delivery of Energy at or prior to the Point of Delivery and the Settlem

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Mutual Representations and Warranties Each Party hereby 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 the State of Delaware, and has all requisite power and authority to own, lease, and operate its properties and to ca

Section 6.2 — Seller's Additional Representations and Warranties Seller hereby additionally represents and warrants to Buyer, as of the Execution Date and as of the Effective Date, as follows: (a) Seller is a special-purpose Delaware limited liability company, one hundred percent (100%) of the membership interests of which are owned by Calloway-Briggs Renewables Inc., a Delaware corporation. Seller was formed for the

Section 6.3 — Buyer's Additional Representations and Warranties Buyer hereby additionally represents and warrants to Seller, as of the Execution Date and as of the Effective Date, as follows: (a) Buyer is a publicly traded Delaware corporation, with its common stock listed on the Nasdaq Stock Market under the ticker symbol "MDCS." (b) Buyer's employer identification number is 47-5918320. (c) As of the Execution Date,

Section 7.1 — Seller's Affirmative Covenants Throughout the Term, Seller shall: (a) operate and maintain the Facility in accordance with Prudent Industry Practice, applicable laws, applicable manufacturer recommendations, and the terms and conditions of the Interconnection Agreement; (b) maintain in full force and effect all permits, licenses, approvals, authorizations, and consents necessary for the operation and ma

Section 7.2 — Buyer's Affirmative Covenants Throughout the Term, Buyer shall: (a) maintain its corporate existence and good standing under the laws of the State of Delaware; (b) maintain its investment-grade credit rating of BBB or higher from Pinnacle Ratings Group (or any successor nationally recognized credit rating agency), or, if Buyer's credit rating is downgraded below BBB−, provide alternative credit support

Section 7.3 — Negative Covenants (a) Neither Party shall, without the prior written consent of the other Party, assign, transfer, pledge, or otherwise dispose of this Agreement or any of its rights or obligations hereunder, except as expressly permitted under Article 13. (b) Seller shall not voluntarily abandon the Facility, nor shall Seller cease operations at the Facility for any period in excess of thirty (30) con

ARTICLE 8 — CONDITIONS; COMMERCIAL OPERATION

Section 8.1 — Conditions to Buyer's Obligations at COD Buyer's obligation to commence settlement payments under this Agreement on and after the COD shall be subject to the satisfaction (or written waiver by Buyer) of each of the following conditions: (a) Seller has delivered to Buyer a COD certificate from the Independent Engineer (Gresham Engineering Advisors Inc.), certifying that the Facility has achieved Commerci