Contract analysis

1. Substantial Completion. Delivery to the Buyer of evidence of substantial completion of the Saguaro Flats Solar Project under the fixed-price turnkey EPC contract with Sunbelt Power Construction LLC, including the Independent Engineer's certificate of substantial completion issued by Gresham Engineering Advisors Inc.

2. ERCOT Interconnection. Completion of the ERCOT interconnection process and commercial energization of the Facility at the Ft. Stockton 345 kV Substation, as evidenced by ERCOT's issuance of a Resource Entity registration and confirmation of commercial operation to the applicable ERCOT protocols.

3. Seller LC. Delivery to the Buyer of the Seller's irrevocable standby letter of credit in the amount of $7,000,000, issued by Tralvendo National Bank, N.A., in the form attached as Exhibit D to the PPA.

4. Buyer Corporate Guaranty. Delivery to the Seller of the Buyer's corporate guaranty in the amount of $14,000,000, executed by Meridian DataCore Solutions Inc., in the form attached as Exhibit C to the PPA. (Note: This condition is contingent on the parties reaching agreement on the Buyer credit support provisions described in Section 8.2 above; if the Buyer Guaranty is not agreed, this condition will be deleted.)

5. Lender Consent Agreement. Execution and delivery of the Lender Consent Agreement by and among Saguaro Flats Solar LLC (as Seller), Meridian DataCore Solutions Inc. (as Buyer), and Tralvendo National Bank, N.A. (as Administrative Agent for the syndicate lenders), in the form attached as Exhibit F to the PPA.

6. Good Standing Certificates. Delivery to the Buyer of certificates of good standing for each of Calloway-Briggs Renewables Inc. and Saguaro Flats Solar LLC, issued by the Secretary of State of the State of Delaware, dated not more than 30 days prior to the COD.

7. Insurance. Delivery to the Buyer of evidence of all required insurance coverages, as described in Section 13, including certificates of insurance naming the Buyer as additional insured on applicable policies.

8. Pecos County CUP. Delivery to the Buyer of a copy of the Pecos County Conditional Use Permit (CUP-2025-012), together with evidence that such permit is in full force and effect and that all conditions thereunder have been satisfied or are being complied with.

9. Officer's and Manager's Certificates. Delivery to the Buyer of (a) an officer's certificate from an authorized officer of CBR, certifying the accuracy of the Seller's representations and warranties and the satisfaction of the Seller's conditions precedent, and (b) a secretary's or manager's certificate from CBR (as Manager of Saguaro Flats Solar LLC), certifying the organizational documents, resolutions, and incum

10. Legal Opinions. Delivery to the Buyer of legal opinions from Calderwood & Harkness LLP (as Seller's counsel) covering customary matters, including due organization, authorization, enforceability, no conflicts, and such other matters as the Buyer and its counsel may reasonably request. SECTION 13: INSURANCE REQUIREMENTS Status: [AGREED in principle] The Seller shall procure and maintain, at its sole cost and expen