1015-00002 · Calloway-Briggs Renewables Inc · Closing

secretarys-certificate-resolutions-form.docx DOCUMENT M&A / Corporate

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CONFIDENTIAL — ATTORNEY WORK PRODUCT

Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, TX 77002 Matter No. 1015-00002

SECRETARY'S / MANAGER'S CERTIFICATE OF SAGUARO FLATS SOLAR LLC

Delivered in connection with that certain Power Purchase Agreement by and between Saguaro Flats Solar LLC, as Seller, and Meridian DataCore Solutions Inc., as Buyer

[●], 2025

The undersigned, [●], in his/her capacity as the [Secretary / authorized representative] of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Manager"), the sole Manager of Saguaro Flats Solar LLC, a Delaware limited liability company (the "Company"), hereby certifies as follows, as of the date first set forth above, in connection with:

(a) That certain Power Purchase Agreement, dated as of [●], 2025 (the "PPA"), by and between the Company, as Seller, and Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer"), for the purchase and sale of energy from the Saguaro Flats Solar Project, a 150 MWac (195 MWdc) ground-mounted single-axis tracking solar photovoltaic facility located in Pecos County, Texas (the "Project");

(b) That certain Guaranty Agreement, dated as of [●], 2025 (the "Buyer Guaranty"), by Meridian DataCore Solutions Inc. in favor of the Company, guaranteeing Buyer's payment and performance obligations under the PPA;

(c) That certain Consent to Collateral Assignment and Lender Direct Agreement, dated as of [●], 2025 (the "Lender Consent Agreement"), by and among the Company, Meridian DataCore Solutions Inc., and Tralvendo National Bank, N.A., as Administrative Agent for the lender group under the construction-to-term loan facility for the Project; and

(d) All other agreements, certificates, instruments, and documents executed or delivered in connection with or ancillary to the foregoing.

The PPA, the Buyer Guaranty, and the Lender Consent Agreement are referred to collectively herein as the "Transaction Documents." Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PPA, unless the context requires otherwise.

The undersigned, being duly authorized and having personal knowledge of the matters set forth herein, or having made due inquiry with respect thereto, hereby certifies as follows:

Section 1. Organization and Good Standing

The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was formed pursuant to a Certificate of Formation duly filed with the Office of the Secretary of State of the State of Delaware on [●], and the Company has been continuously in existence as a Delaware limited liability company since such date. The Company's registered agent in the State of Delaware is Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904, and the Company's registered office in the State of Delaware is at such address.

The Company's federal employer identification number (EIN) is 93-1284506. The Company is a special-purpose entity that is one hundred percent (100%) owned, directly or indirectly, by Calloway-Briggs Renewables Inc., a Delaware corporation. Calloway-Briggs Renewables Inc. serves as the sole Manager of the Company pursuant to the terms and conditions of the Limited Liability Company Agreement of the Company (as defined in Section 2 below).

The Company has been formed solely for the purpose of owning, developing, constructing, financing, operating, and maintaining the Project and conducting all activities reasonably incidental thereto. The Company possesses all limited liability company power and authority necessary to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as contemplated by the Transaction Documents, including, without limitation, the power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is or will be a party.

Section 2. LLC Agreement

Attached hereto as Exhibit A is a true, correct, and complete copy of the Limited Liability Company Agreement of Saguaro Flats Solar LLC (the "LLC Agreement"), dated as of [●], as currently in full force and effect as of the date hereof.

The LLC Agreement constitutes the sole operating agreement or limited liability company agreement of the Company. The LLC Agreement has not been amended, supplemented, restated, or otherwise modified since [●], except as set forth in Exhibit A attached hereto. No action has been taken or authorized to amend, supplement, restate, or otherwise modify the LLC Agreement other than as reflected in Exhibit A. The LLC Agreement is, as of the date hereof, in full force and effect, and no provision of the LLC Agreement has been waived or otherwise modified by course of dealing, estoppel, or otherwise.

The LLC Agreement provides, among other things, that Calloway-Briggs Renewables Inc. shall serve as the sole Manager of the Company and shall be vested with all authority to manage the business and affairs of the Company, including the authority to authorize and approve the execution and delivery of contracts and agreements on behalf of the Company.

Section 3. Manager Resolutions

Attached hereto as Exhibit B is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by unanimous written consent of Calloway-Briggs Renewables Inc., as the sole Manager of the Company, effective as of [●], 2025, in lieu of a meeting, in accordance with the LLC Agreement and applicable law.

The Resolutions authorize and approve, among other things:

(i) The execution, delivery, and performance by the Company of the Power Purchase Agreement with Meridian DataCore Solutions Inc. for the output of the Saguaro Flats Solar Project (a 150 MWac / 195 MWdc solar photovoltaic facility located in Pecos County, Texas), including all exhibits and schedules thereto — specifically Exhibit A (Facility Description and Site), Exhibit B (Contract Price and Escalation Schedule), Exhibit C (Form of Buyer Guaranty), Exhibit D (Form of Seller Letter of Credit), Exhibit E (Insurance Requirements), and Exhibit F (Form of Lender Consent Agreement), each as attached to the PPA;

(ii) The execution, delivery, and performance by the Company of the Lender Consent and Direct Agreement (Consent to Collateral Assignment of PPA) with Meridian DataCore Solutions Inc. and Tralvendo National Bank, N.A., as Administrative Agent for the lender syndicate providing the construction-to-term loan facility for the Project;

(iii) The acceptance by the Company of the Buyer Guaranty from Meridian DataCore Solutions Inc. guaranteeing Buyer's payment and performance obligations under the PPA, in an aggregate amount not to exceed Fourteen Million Dollars ($14,000,000);

(iv) The delivery by the Company of an irrevocable standby letter of credit in the initial amount of Seven Million Dollars ($7,000,000) issued by Tralvendo National Bank, N.A. in favor of Meridian DataCore Solutions Inc. as Seller credit support under the PPA, reducing to Three Million Five Hundred Thousand Dollars ($3,500,000) after the fifth (5th) anniversary of the Commercial Operation Date, subject to no Seller default being outstanding at such time;

(v) The authorization of certain officers and representatives of the Manager, acting on behalf of the Company, to execute and deliver the Transaction Documents and all ancillary documents, certificates, instruments, and agreements in connection therewith; and

(vi) The authorization of such officers and representatives to take any and all actions as may be necessary, appropriate, or desirable to consummate and carry into effect the transactions contemplated by the Transaction Documents.

The Resolutions have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Manager or by any member of the Company that would conflict with, supersede, limit, or otherwise modify the Resolutions or the authority granted thereunder.

Section 4. Incumbency of Authorized Signatories

The following persons are the duly elected or appointed officers or authorized representatives of the Company, acting through the Manager, Calloway-Briggs Renewables Inc., each of whom is authorized, pursuant to the Resolutions and the LLC Agreement, to execute and deliver the Transaction Documents and any and all ancillary documents, certificates, instruments, and agreements on behalf of the Company, and the signature set forth opposite each such person's name below is his or her true and genuine signature:

Note: This form is to be completed with the names, titles, and specimen signatures of all authorized signatories at or prior to closing. Expected signatories may include officers of Calloway-Briggs Renewables Inc. acting in their capacity as officers of the Manager on behalf of the Company, including but not limited to: Lena Calloway-Briggs (Co-Founder, Chairwoman & Chief Executive Officer), Marcus Tiernan (President & Chief Operating Officer), Rachel Muñoz (General Counsel & Secretary), or such other authorized persons as may be designated by the Manager.

Each of the above-named persons holds the office or position set forth opposite his or her name and has held such office or position continuously since [●]. No other person has been elected, appointed, or otherwise designated to hold any such office or position since [●], and no proceedings are pending or contemplated for the removal or replacement of any such officer or authorized representative. The authority of each such person to act on behalf of the Company has not been revoked, suspended, or otherwise limited in any respect.

Section 5. No Conflicts

The execution, delivery, and performance by the Company of each of the Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not:

(i) violate, conflict with, or result in any breach of any provision of the LLC Agreement, the Certificate of Formation, or any other organizational or governing document of the Company;

(ii) violate any applicable law, statute, regulation, rule, ordinance, order, judgment, injunction, writ, or decree of any court, arbitrator, governmental authority, or regulatory body binding on the Company or any of its properties or assets;

(iii) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material agreement, contract, indenture, mortgage, deed of trust, license, lease, permit, or other instrument to which the Company is a party or by which the Company or any of its properties or assets may be bound; or

(iv) result in the creation or imposition of any lien, encumbrance, charge, or security interest upon any of the properties or assets of the Company, other than liens and encumbrances expressly contemplated or permitted by the Transaction Documents.

No consent, approval, authorization, order, registration, filing, or qualification of or with any court, arbitrator, governmental authority, regulatory body, or other third party is required in connection with the execution, delivery, or performance by the Company of the Transaction Documents, or the consummation of the transactions contemplated thereby, that has not been obtained or made prior to the date hereof, except for such consents, approvals, authorizations, orders, registrations, filings, or qualifications as may be required under the PPA or the Lender Consent Agreement and that are contemplated to be obtained or made in the ordinary course.

Section 6. Full Force and Effect

The Certificate of Formation of the Company, as originally filed with the Office of the Secretary of State of the State of Delaware, has not been amended, restated, supplemented, or otherwise modified, and no certificate of amendment, certificate of correction, certificate of merger, certificate of conversion, or certificate of cancellation has been filed with respect to the Company with the Delaware Secretary of State.

The Company has not been dissolved, wound up, liquidated, or terminated, and no proceedings have been commenced or are pending or contemplated for the dissolution, winding up, liquidation, or termination of the Company. The Company is in good standing in the State of Delaware as of the date hereof, and has duly qualified or registered to do business as a foreign limited liability company in the State of Texas, where the Project is located, and is in good standing in such state.

Section 7. Governing Law

The undersigned acknowledges and confirms that the PPA is governed by and shall be construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. The Lender Consent Agreement and the Buyer Guaranty are likewise governed by and construed in accordance with the laws of the State of New York.

The arbitration provisions set forth in the PPA provide for the resolution of disputes by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the seat of arbitration in New York, New York. The Company has been duly advised of, and has consented to, such governing law and dispute resolution provisions, and the Resolutions authorize and empower the officers and authorized representatives of the Company to agree to such provisions on behalf of the Company.

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IN WITNESS WHEREOF, the undersigned has executed this Secretary's / Manager's Certificate as of the date first set forth above, and certifies that all statements made herein are true, correct, and complete in all material respects as of such date.

CALLOWAY-BRIGGS RENEWABLES INC., as sole Manager of Saguaro Flats Solar LLC

By: ________

Name: [●]

Title: [●]

Date: [●], 2025

Address of Manager: 4200 Travis Street, Suite 1800 Houston, Texas 77002 Telephone: (713) 555-4200

Attention: Office of the General Counsel

EXHIBIT A

Limited Liability Company Agreement of Saguaro Flats Solar LLC

[Certified copy of the LLC Agreement to be attached at closing.]

The Limited Liability Company Agreement of Saguaro Flats Solar LLC (the "LLC Agreement") governs the formation, management, and operation of the Company, a Delaware limited liability company. The Company is one hundred percent (100%) owned by Calloway-Briggs Renewables Inc., a Delaware corporation, which serves as the sole Manager of the Company. The Company's registered agent in the State of Delaware is Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904. The Company was formed as a special-purpose entity for the purpose of owning, developing, constructing, financing, operating, and maintaining the Saguaro Flats Solar Project in Pecos County, Texas, and conducting all activities reasonably incidental thereto.

The LLC Agreement provides that the Manager shall have full, exclusive, and complete power, authority, and discretion to manage and control the business and affairs of the Company and to take all actions that the Manager deems necessary or appropriate in connection therewith, subject to any limitations set forth in the LLC Agreement.

Note: A true, correct, and complete copy of the executed LLC Agreement, including all amendments and supplements thereto (if any), shall be attached to this Exhibit A at or prior to execution of the Transaction Documents.

EXHIBIT B

Resolutions of the Sole Manager of Saguaro Flats Solar LLC

UNANIMOUS WRITTEN CONSENT OF CALLOWAY-BRIGGS RENEWABLES INC., AS SOLE MANAGER OF SAGUARO FLATS SOLAR LLC

Effective as of [●], 2025

Recitals. The undersigned, Calloway-Briggs Renewables Inc., a Delaware corporation (the "Manager"), being the sole Manager of Saguaro Flats Solar LLC, a Delaware limited liability company (the "Company"), hereby adopts the following resolutions by unanimous written consent in lieu of a meeting, effective as of the date set forth above, pursuant to the Limited Liability Company Agreement of the Company and in accordance with the Delaware Limited Liability Company Act.

WHEREAS, the Company was formed as a special-purpose project company for the purpose of owning, developing, constructing, financing, operating, and maintaining the Saguaro Flats Solar Project (the "Project"), a 195 MWdc / 150 MWac ground-mounted single-axis tracking solar photovoltaic facility located on approximately 1,400 acres on FM Road 1776, approximately 12 miles southeast of Fort Stockton, Pecos County, Texas 79735;

WHEREAS, the Project interconnects at the Ft. Stockton 345 kV Substation via West Texas Wires LLC and holds ERCOT Queue Position ERCOT-GI-2024-0437 pursuant to a Large Generation Interconnection Agreement executed on May 15, 2025, by and among the Company, West Texas Wires LLC, and the Electric Reliability Council of Texas, Inc.;

WHEREAS, the Company proposes to enter into a twenty (20)-year virtual (financial) Power Purchase Agreement (the "PPA") with Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer"), for the purchase and sale of energy from the Project, with an aggregate nominal contract value of approximately One Hundred Forty Million Dollars ($140,000,000) over the term of the PPA;

WHEREAS, in connection with the PPA, the Company also proposes to (i) execute and deliver a Consent to Collateral Assignment and Lender Direct Agreement (the "Lender Consent Agreement") with Buyer and Tralvendo National Bank, N.A. ("Tralvendo"), as Administrative Agent for the lender syndicate providing the construction-to-term loan facility for the Project, (ii) accept a Guaranty Agreement (the "Buyer Guaranty") from Buyer guaranteeing Buyer's payment and performance obligations under the PPA, and (iii) cause the delivery of an irrevocable standby letter of credit in favor of Buyer as Seller credit support under the PPA;

WHEREAS, the Manager has reviewed and considered the terms and conditions of the PPA, the Lender Consent Agreement, and the Buyer Guaranty (collectively, the "Transaction Documents"), and has determined that the execution, delivery, and performance of the Transaction Documents by the Company is in the best interests of the Company and its member; and

WHEREAS, the Manager desires to adopt resolutions authorizing and approving the foregoing transactions and related matters;

NOW, THEREFORE, BE IT:

Resolution 1 — Approval of the Power Purchase Agreement

RESOLVED, that the Manager hereby authorizes and approves the execution, delivery, and performance by the Company of that certain Power Purchase Agreement with Meridian DataCore Solutions Inc. (a Delaware corporation, Nasdaq: MDCS), together with all exhibits, schedules, appendices, and attachments thereto, on substantially the terms presented to and reviewed by the Manager, including without limitation the following material terms:

(a) Term: A twenty (20)-year term commencing on the Commercial Operation Date of the Project (currently expected to occur on or about April 1, 2027) and expiring on March 31, 2047, unless earlier terminated in accordance with the terms of the PPA;

(b) Contract Price: An initial contract price of Twenty Dollars ($20.00) per megawatt-hour (MWh) fixed for Contract Years 1 through 5 (the first five Contract Years following the Commercial Operation Date), with a one and one-half percent (1.50%) per annum compounding escalator applied to the contract price for Contract Years 6 through 20;

(c) Settlement: Settlement on a virtual PPA / contract for differences basis at the ERCOT West Hub, with monthly netting and invoicing in accordance with the terms of the PPA;

(d) Expected Generation: Expected annual net generation of approximately 350,000 MWh, based on the P50 energy estimate prepared by Heliograph Energy Consulting LLC in its independent energy assessment dated [●], 2025;

(e) Key Provisions: Availability guarantee, availability liquidated damages, change of control restrictions, credit support requirements, force majeure provisions, curtailment allocation provisions, and termination provisions, each as negotiated and set forth in the PPA;

(f) Governing Law and Dispute Resolution: The PPA shall be governed by the laws of the State of New York, and disputes arising thereunder shall be resolved by binding arbitration under the American Arbitration Association Commercial Arbitration Rules, with the seat of arbitration in New York, New York; and

(g) Exhibits and Schedules: Including Exhibit A (Facility Description and Site), Exhibit B (Contract Price and Escalation Schedule), Exhibit C (Form of Buyer Guaranty), Exhibit D (Form of Seller Letter of Credit), Exhibit E (Insurance Requirements), and Exhibit F (Form of Lender Consent Agreement).

The Manager has reviewed the form of the PPA, together with all exhibits and schedules thereto, and has determined that the terms and conditions thereof are fair, reasonable, and in the best interests of the Company.

Resolution 2 — Approval of the Lender Consent Agreement

RESOLVED, that the Manager hereby authorizes and approves the execution, delivery, and performance by the Company of that certain Consent to Collateral Assignment and Lender Direct Agreement (the "Lender Consent Agreement") by and among the Company, Meridian DataCore Solutions Inc., and Tralvendo National Bank, N.A. (with principal offices at 600 Main Street, Suite 3000, Dallas, Texas 75202), as Administrative Agent for the lender syndicate providing the One Hundred Eight Million Dollar ($108,000,000) senior secured construction-to-term loan facility for the Project (the "Loan Facility").

The Manager acknowledges and approves that the Lender Consent Agreement provides for, among other things:

(a) The Buyer's consent to the collateral assignment of the PPA by the Company to the Administrative Agent and the lender group under the Loan Facility, as security for the Company's obligations thereunder;

(b) Lender cure rights upon the occurrence of a Seller default under the PPA, including the right of the Administrative Agent to cure any such default within a specified cure period following notice from Buyer;

(c) Step-in rights of the Administrative Agent, on behalf of the lender group, to assume or cause a third party to assume the rights and obligations of the Company under the PPA upon the occurrence of certain trigger events; and

(d) The right of the Administrative Agent, on behalf of the lender group, to enter into a replacement power purchase agreement with Buyer on substantially similar terms in the event of a termination of the PPA in connection with a foreclosure or other exercise of remedies under the Loan Facility.

Resolution 3 — Acceptance of Buyer Guaranty

RESOLVED, that the Manager hereby authorizes and approves the acceptance by the Company of the Buyer Guaranty from Meridian DataCore Solutions Inc. guaranteeing Buyer's payment and performance obligations under the PPA, in an aggregate amount not to exceed Fourteen Million Dollars ($14,000,000) (such amount being equal to approximately two (2) years of estimated annual PPA revenues at the initial contract price based on expected annual net generation). The Manager has reviewed the form and terms of the Buyer Guaranty and has determined that the credit support provided thereby is adequate and appropriate for the transactions contemplated by the PPA.

Resolution 4 — Authorization of Seller Credit Support (Letter of Credit)

RESOLVED, that the Manager hereby authorizes and approves the Company to cause the delivery of an irrevocable standby letter of credit in the initial amount of Seven Million Dollars ($7,000,000), to be issued by Tralvendo National Bank, N.A. in favor of Meridian DataCore Solutions Inc. as Seller credit support under the PPA. The letter of credit shall be substantially in the form attached as Exhibit D to the PPA and shall be subject to reduction to Three Million Five Hundred Thousand Dollars ($3,500,000) after the fifth (5th) anniversary of the Commercial Operation Date, provided that no Seller default under the PPA is then outstanding. The Manager hereby authorizes the officers and authorized representatives of the Company to negotiate and finalize the terms and conditions of such letter of credit, including the reimbursement agreement and related documentation with Tralvendo National Bank, N.A., as issuing bank.

Resolution 5 — Authorization of Authorized Signatories

RESOLVED, that each of the following officers of the Manager, acting in their capacity as authorized representatives of the Manager on behalf of the Company, is hereby authorized and empowered to execute and deliver, in the name and on behalf of the Company, the PPA, the Lender Consent Agreement, and all related certificates, instruments, agreements, and documents contemplated by or required in connection with the Transaction Documents, with such changes, amendments, supplements, or modifications thereto as such officer may approve in his or her sole discretion (such approval to be conclusively evidenced by such officer's execution thereof):

Note: This form is to be completed with the names and titles of authorized signatories at or prior to closing. Anticipated authorized signatories include officers of Calloway-Briggs Renewables Inc. acting in their capacity as representatives of the Manager, such as: Lena Calloway-Briggs, Co-Founder, Chairwoman & Chief Executive Officer; Marcus Tiernan, President & Chief Operating Officer; Rachel Muñoz, General Counsel & Secretary; or their respective designees.

Each such authorized signatory is further authorized to delegate his or her signing authority to such other persons as he or she may designate in writing, subject to the terms and conditions of the LLC Agreement and applicable law. Any document executed by any one of the foregoing authorized signatories (or his or her designee) shall be binding upon the Company and shall be deemed to have been duly authorized, executed, and delivered by the Company.

Resolution 6 — General Authorization

RESOLVED, that each of the foregoing authorized signatories is hereby authorized, empowered, and directed to take any and all such further actions, to execute and deliver any and all such further agreements, certificates, instruments, documents, filings, notices, and communications, and to pay all such fees, costs, taxes, and expenses as may be necessary, appropriate, or desirable in the judgment of such authorized signatory to consummate and carry into full force and effect the transactions contemplated by the foregoing resolutions, with such actions by any such authorized signatory to be conclusive evidence of the authority granted herein and the approval of the Manager with respect thereto.

Without limiting the generality of the foregoing, each authorized signatory is specifically authorized to:

(a) execute and deliver any and all closing certificates, bring-down certificates, secretary's certificates, officer's certificates, and legal opinions required to be delivered in connection with the Transaction Documents;

(b) open bank accounts, establish escrow arrangements, and direct the disposition of funds as may be necessary in connection with the transactions contemplated hereby;

(c) engage and retain counsel, accountants, consultants, and other advisors on behalf of the Company as may be necessary or advisable in connection with the Transaction Documents;

(d) make all filings, registrations, and notifications required under applicable federal, state, or local law in connection with the execution, delivery, and performance of the Transaction Documents; and

(e) take all such other actions as such authorized signatory may deem necessary, appropriate, or desirable to effectuate the intent and purposes of the foregoing resolutions.

Resolution 7 — Ratification

RESOLVED, that any and all actions heretofore taken by any officer, director, employee, or authorized representative of the Manager, acting on behalf of the Company, in furtherance of the transactions contemplated by these resolutions, including without limitation the negotiation of the Transaction Documents, the engagement of legal counsel, financial advisors, and independent engineers, and the preparation of closing deliverables, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company, with the same force and effect as if such actions had been authorized by these resolutions prior to being taken.

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IN WITNESS WHEREOF, the undersigned has executed these Resolutions by unanimous written consent effective as of the date first set forth above.

CALLOWAY-BRIGGS RENEWABLES INC., as Sole Manager of Saguaro Flats Solar LLC

By: ________

Name: [●]

Title: [●]

Date: [●], 2025

Address:

4200 Travis Street, Suite 1800 Houston, Texas 77002 EIN (Manager): 82-4637201

EXHIBIT C

Incumbency Certificate

INCUMBENCY CERTIFICATE OF AUTHORIZED SIGNATORIES SAGUARO FLATS SOLAR LLC

Reference is made to (i) Section 4 (Incumbency of Authorized Signatories) of the Secretary's / Manager's Certificate of Saguaro Flats Solar LLC, dated [●], 2025, to which this Exhibit C is attached, and (ii) Resolution 5 of the Resolutions of the Sole Manager attached as Exhibit B thereto. This Exhibit C provides a dedicated incumbency listing with the printed names, titles, and specimen signatures of all persons authorized to execute and deliver the Transaction Documents and any ancillary documents on behalf of the Company.

The undersigned, acting in his/her capacity as [Secretary / authorized representative] of Calloway-Briggs Renewables Inc., as sole Manager of Saguaro Flats Solar LLC, hereby certifies that, as of the date of the Certificate to which this Exhibit C is attached, each of the following persons (a) is a duly elected or appointed officer or authorized representative of the Company (acting through the Manager), (b) holds the office or position set forth opposite his or her name, (c) has been duly authorized to execute and deliver the Transaction Documents and all ancillary documents, certificates, and instruments on behalf of the Company, and (d) the signature set forth opposite his or her name is his or her true and genuine signature:

Note: This Exhibit C is a form document to be completed at or prior to closing. This Exhibit may be combined with Section 4 of the Certificate or provided as a separate, standalone incumbency certificate, depending on closing logistics and the requirements of the counterparties to the Transaction Documents. Expected authorized signatories include officers of Calloway-Briggs Renewables Inc. acting in their capacity as representatives of the Manager on behalf of the Company.

Each of the foregoing persons has held the office or position indicated continuously since [●], and no other person has been elected, appointed, or designated to hold any such office or position since such date. The authority of each such person to execute and deliver documents on behalf of the Company has not been revoked, suspended, limited, or otherwise modified in any respect.

This Incumbency Certificate shall remain in full force and effect until a successor certificate is delivered by the Manager to the counterparties to the Transaction Documents.

CALLOWAY-BRIGGS RENEWABLES INC., as Sole Manager of Saguaro Flats Solar LLC

By: ________

Name: [●]

Title: [●]

Date: [●], 2025

Document Metadata

Prepared by: David Stanton, Working Associate, Energy & Infrastructure Practice Group Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, Texas 77002 Telephone: (713) 555-8800

Calderwood & Harkness LLP Matter No.: 1015-00002

This is a form document. All bracketed items ([●]) are to be completed at or prior to execution of the Transaction Documents. Target PPA execution closing date: September 15, 2025.

Name	Title	Signature
[●]	[●]	_____
[●]	[●]	_____
[●]	[●]	_____
Name	Title
[●]	[●]
[●]	[●]
[●]	[●]
No.	Name	Title	Specimen Signature
1.	[●]	[●]	_____
2.	[●]	[●]	_____
3.	[●]	[●]	_____

CONFIDENTIAL — ATTORNEY WORK PRODUCT
Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, TX 77002 Matter No. 1015-00002
SECRETARY'S / MANAGER'S CERTIFICATE OF SAGUARO FLATS SOLAR LLC
Delivered in connection with that certain Power Purchase Agreement by and between Saguaro Flats Solar LLC, as Seller, and Meridian DataCore Solutions Inc., as Buyer
[●], 2025
The undersigned, [●], in his/her capacity as the [Secretary / authorized representative] of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Manager"), the sole Manager of Saguaro Flats Solar LLC, a Delaware limited liability company (the "Company"), hereby certifies as follows, as of the date first set forth above, in connection with:
(a) That certain Power Purchase Agreement, dated as of [●], 2025 (the "PPA"), by and between the Company, as Seller, and Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer"), for the purchase and sale of energy from the Saguaro Flats Solar Project, a 150 MWac (195 MWdc) ground-mounted single-axis tracking solar photovoltaic facility located in Pecos County, Texas (the "Project");
(b) That certain Guaranty Agreement, dated as of [●], 2025 (the "Buyer Guaranty"), by Meridian DataCore Solutions Inc. in favor of the Company, guaranteeing Buyer's payment and performance obligations under the PPA;
(c) That certain Consent to Collateral Assignment and Lender Direct Agreement, dated as of [●], 2025 (the "Lender Consent Agreement"), by and among the Company, Meridian DataCore Solutions Inc., and Tralvendo National Bank, N.A., as Administrative Agent for the lender group under the construction-to-term loan facility for the Project; and
(d) All other agreements, certificates, instruments, and documents executed or delivered in connection with or ancillary to the foregoing.
The PPA, the Buyer Guaranty, and the Lender Consent Agreement are referred to collectively herein as the "Transaction Documents." Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the PPA, unless the context requires otherwise.
The undersigned, being duly authorized and having personal knowledge of the matters set forth herein, or having made due inquiry with respect thereto, hereby certifies as follows:
Section 1. Organization and Good Standing
The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was formed pursuant to a Certificate of Formation duly filed with the Office of the Secretary of State of the State of Delaware on [●], and the Company has been continuously in existence as a Delaware limited liability company since such date. The Company's registered agent in the State of Delaware is Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904, and the Company's registered office in the State of Delaware is at such address.
The Company's federal employer identification number (EIN) is 93-1284506. The Company is a special-purpose entity that is one hundred percent (100%) owned, directly or indirectly, by Calloway-Briggs Renewables Inc., a Delaware corporation. Calloway-Briggs Renewables Inc. serves as the sole Manager of the Company pursuant to the terms and conditions of the Limited Liability Company Agreement of the Company (as defined in Section 2 below).
The Company has been formed solely for the purpose of owning, developing, constructing, financing, operating, and maintaining the Project and conducting all activities reasonably incidental thereto. The Company possesses all limited liability company power and authority necessary to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as contemplated by the Transaction Documents, including, without limitation, the power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is or will be a party.
Section 2. LLC Agreement
Attached hereto as Exhibit A is a true, correct, and complete copy of the Limited Liability Company Agreement of Saguaro Flats Solar LLC (the "LLC Agreement"), dated as of [●], as currently in full force and effect as of the date hereof.
The LLC Agreement constitutes the sole operating agreement or limited liability company agreement of the Company. The LLC Agreement has not been amended, supplemented, restated, or otherwise modified since [●], except as set forth in Exhibit A attached hereto. No action has been taken or authorized to amend, supplement, restate, or otherwise modify the LLC Agreement other than as reflected in Exhibit A. The LLC Agreement is, as of the date hereof, in full force and effect, and no provision of the LLC Agreement has been waived or otherwise modified by course of dealing, estoppel, or otherwise.
The LLC Agreement provides, among other things, that Calloway-Briggs Renewables Inc. shall serve as the sole Manager of the Company and shall be vested with all authority to manage the business and affairs of the Company, including the authority to authorize and approve the execution and delivery of contracts and agreements on behalf of the Company.
Section 3. Manager Resolutions
Attached hereto as Exhibit B is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by unanimous written consent of Calloway-Briggs Renewables Inc., as the sole Manager of the Company, effective as of [●], 2025, in lieu of a meeting, in accordance with the LLC Agreement and applicable law.
The Resolutions authorize and approve, among other things:
(i) The execution, delivery, and performance by the Company of the Power Purchase Agreement with Meridian DataCore Solutions Inc. for the output of the Saguaro Flats Solar Project (a 150 MWac / 195 MWdc solar photovoltaic facility located in Pecos County, Texas), including all exhibits and schedules thereto — specifically Exhibit A (Facility Description and Site), Exhibit B (Contract Price and Escalation Schedule), Exhibit C (Form of Buyer Guaranty), Exhibit D (Form of Seller Letter of Credit), Exhibit E (Insurance Requirements), and Exhibit F (Form of Lender Consent Agreement), each as attached to the PPA;
(ii) The execution, delivery, and performance by the Company of the Lender Consent and Direct Agreement (Consent to Collateral Assignment of PPA) with Meridian DataCore Solutions Inc. and Tralvendo National Bank, N.A., as Administrative Agent for the lender syndicate providing the construction-to-term loan facility for the Project;
(iii) The acceptance by the Company of the Buyer Guaranty from Meridian DataCore Solutions Inc. guaranteeing Buyer's payment and performance obligations under the PPA, in an aggregate amount not to exceed Fourteen Million Dollars ($14,000,000);
(iv) The delivery by the Company of an irrevocable standby letter of credit in the initial amount of Seven Million Dollars ($7,000,000) issued by Tralvendo National Bank, N.A. in favor of Meridian DataCore Solutions Inc. as Seller credit support under the PPA, reducing to Three Million Five Hundred Thousand Dollars ($3,500,000) after the fifth (5th) anniversary of the Commercial Operation Date, subject to no Seller default being outstanding at such time;
(v) The authorization of certain officers and representatives of the Manager, acting on behalf of the Company, to execute and deliver the Transaction Documents and all ancillary documents, certificates, instruments, and agreements in connection therewith; and
(vi) The authorization of such officers and representatives to take any and all actions as may be necessary, appropriate, or desirable to consummate and carry into effect the transactions contemplated by the Transaction Documents.
The Resolutions have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Manager or by any member of the Company that would conflict with, supersede, limit, or otherwise modify the Resolutions or the authority granted thereunder.
Section 4. Incumbency of Authorized Signatories
The following persons are the duly elected or appointed officers or authorized representatives of the Company, acting through the Manager, Calloway-Briggs Renewables Inc., each of whom is authorized, pursuant to the Resolutions and the LLC Agreement, to execute and deliver the Transaction Documents and any and all ancillary documents, certificates, instruments, and agreements on behalf of the Company, and the signature set forth opposite each such person's name below is his or her true and genuine signature:
Note: This form is to be completed with the names, titles, and specimen signatures of all authorized signatories at or prior to closing. Expected signatories may include officers of Calloway-Briggs Renewables Inc. acting in their capacity as officers of the Manager on behalf of the Company, including but not limited to: Lena Calloway-Briggs (Co-Founder, Chairwoman & Chief Executive Officer), Marcus Tiernan (President & Chief Operating Officer), Rachel Muñoz (General Counsel & Secretary), or such other authorized persons as may be designated by the Manager.
Each of the above-named persons holds the office or position set forth opposite his or her name and has held such office or position continuously since [●]. No other person has been elected, appointed, or otherwise designated to hold any such office or position since [●], and no proceedings are pending or contemplated for the removal or replacement of any such officer or authorized representative. The authority of each such person to act on behalf of the Company has not been revoked, suspended, or otherwise limited in any respect.
Section 5. No Conflicts
The execution, delivery, and performance by the Company of each of the Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not:
(i) violate, conflict with, or result in any breach of any provision of the LLC Agreement, the Certificate of Formation, or any other organizational or governing document of the Company;
(ii) violate any applicable law, statute, regulation, rule, ordinance, order, judgment, injunction, writ, or decree of any court, arbitrator, governmental authority, or regulatory body binding on the Company or any of its properties or assets;
(iii) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material agreement, contract, indenture, mortgage, deed of trust, license, lease, permit, or other instrument to which the Company is a party or by which the Company or any of its properties or assets may be bound; or
(iv) result in the creation or imposition of any lien, encumbrance, charge, or security interest upon any of the properties or assets of the Company, other than liens and encumbrances expressly contemplated or permitted by the Transaction Documents.
No consent, approval, authorization, order, registration, filing, or qualification of or with any court, arbitrator, governmental authority, regulatory body, or other third party is required in connection with the execution, delivery, or performance by the Company of the Transaction Documents, or the consummation of the transactions contemplated thereby, that has not been obtained or made prior to the date hereof, except for such consents, approvals, authorizations, orders, registrations, filings, or qualifications as may be required under the PPA or the Lender Consent Agreement and that are contemplated to be obtained or made in the ordinary course.
Section 6. Full Force and Effect
The Certificate of Formation of the Company, as originally filed with the Office of the Secretary of State of the State of Delaware, has not been amended, restated, supplemented, or otherwise modified, and no certificate of amendment, certificate of correction, certificate of merger, certificate of conversion, or certificate of cancellation has been filed with respect to the Company with the Delaware Secretary of State.
The Company has not been dissolved, wound up, liquidated, or terminated, and no proceedings have been commenced or are pending or contemplated for the dissolution, winding up, liquidation, or termination of the Company. The Company is in good standing in the State of Delaware as of the date hereof, and has duly qualified or registered to do business as a foreign limited liability company in the State of Texas, where the Project is located, and is in good standing in such state.
Section 7. Governing Law
The undersigned acknowledges and confirms that the PPA is governed by and shall be construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. The Lender Consent Agreement and the Buyer Guaranty are likewise governed by and construed in accordance with the laws of the State of New York.
The arbitration provisions set forth in the PPA provide for the resolution of disputes by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the seat of arbitration in New York, New York. The Company has been duly advised of, and has consented to, such governing law and dispute resolution provisions, and the Resolutions authorize and empower the officers and authorized representatives of the Company to agree to such provisions on behalf of the Company.
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IN WITNESS WHEREOF, the undersigned has executed this Secretary's / Manager's Certificate as of the date first set forth above, and certifies that all statements made herein are true, correct, and complete in all material respects as of such date.
CALLOWAY-BRIGGS RENEWABLES INC., as sole Manager of Saguaro Flats Solar LLC
By: ________
Name: [●]
Title: [●]
Date: [●], 2025
Address of Manager: 4200 Travis Street, Suite 1800 Houston, Texas 77002 Telephone: (713) 555-4200
Attention: Office of the General Counsel
EXHIBIT A
Limited Liability Company Agreement of Saguaro Flats Solar LLC
[Certified copy of the LLC Agreement to be attached at closing.]
The Limited Liability Company Agreement of Saguaro Flats Solar LLC (the "LLC Agreement") governs the formation, management, and operation of the Company, a Delaware limited liability company. The Company is one hundred percent (100%) owned by Calloway-Briggs Renewables Inc., a Delaware corporation, which serves as the sole Manager of the Company. The Company's registered agent in the State of Delaware is Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904. The Company was formed as a special-purpose entity for the purpose of owning, developing, constructing, financing, operating, and maintaining the Saguaro Flats Solar Project in Pecos County, Texas, and conducting all activities reasonably incidental thereto.
The LLC Agreement provides that the Manager shall have full, exclusive, and complete power, authority, and discretion to manage and control the business and affairs of the Company and to take all actions that the Manager deems necessary or appropriate in connection therewith, subject to any limitations set forth in the LLC Agreement.
Note: A true, correct, and complete copy of the executed LLC Agreement, including all amendments and supplements thereto (if any), shall be attached to this Exhibit A at or prior to execution of the Transaction Documents.
EXHIBIT B
Resolutions of the Sole Manager of Saguaro Flats Solar LLC
UNANIMOUS WRITTEN CONSENT OF CALLOWAY-BRIGGS RENEWABLES INC., AS SOLE MANAGER OF SAGUARO FLATS SOLAR LLC
Effective as of [●], 2025
Recitals.  The undersigned, Calloway-Briggs Renewables Inc., a Delaware corporation (the "Manager"), being the sole Manager of Saguaro Flats Solar LLC, a Delaware limited liability company (the "Company"), hereby adopts the following resolutions by unanimous written consent in lieu of a meeting, effective as of the date set forth above, pursuant to the Limited Liability Company Agreement of the Company and in accordance with the Delaware Limited Liability Company Act.
WHEREAS, the Company was formed as a special-purpose project company for the purpose of owning, developing, constructing, financing, operating, and maintaining the Saguaro Flats Solar Project (the "Project"), a 195 MWdc / 150 MWac ground-mounted single-axis tracking solar photovoltaic facility located on approximately 1,400 acres on FM Road 1776, approximately 12 miles southeast of Fort Stockton, Pecos County, Texas 79735;
WHEREAS, the Project interconnects at the Ft. Stockton 345 kV Substation via West Texas Wires LLC and holds ERCOT Queue Position ERCOT-GI-2024-0437 pursuant to a Large Generation Interconnection Agreement executed on May 15, 2025, by and among the Company, West Texas Wires LLC, and the Electric Reliability Council of Texas, Inc.;
WHEREAS, the Company proposes to enter into a twenty (20)-year virtual (financial) Power Purchase Agreement (the "PPA") with Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer"), for the purchase and sale of energy from the Project, with an aggregate nominal contract value of approximately One Hundred Forty Million Dollars ($140,000,000) over the term of the PPA;
WHEREAS, in connection with the PPA, the Company also proposes to (i) execute and deliver a Consent to Collateral Assignment and Lender Direct Agreement (the "Lender Consent Agreement") with Buyer and Tralvendo National Bank, N.A. ("Tralvendo"), as Administrative Agent for the lender syndicate providing the construction-to-term loan facility for the Project, (ii) accept a Guaranty Agreement (the "Buyer Guaranty") from Buyer guaranteeing Buyer's payment and performance obligations under the PPA, and (iii) cause the delivery of an irrevocable standby letter of credit in favor of Buyer as Seller credit support under the PPA;
WHEREAS, the Manager has reviewed and considered the terms and conditions of the PPA, the Lender Consent Agreement, and the Buyer Guaranty (collectively, the "Transaction Documents"), and has determined that the execution, delivery, and performance of the Transaction Documents by the Company is in the best interests of the Company and its member; and
WHEREAS, the Manager desires to adopt resolutions authorizing and approving the foregoing transactions and related matters;
NOW, THEREFORE, BE IT:
Resolution 1 — Approval of the Power Purchase Agreement
RESOLVED, that the Manager hereby authorizes and approves the execution, delivery, and performance by the Company of that certain Power Purchase Agreement with Meridian DataCore Solutions Inc. (a Delaware corporation, Nasdaq: MDCS), together with all exhibits, schedules, appendices, and attachments thereto, on substantially the terms presented to and reviewed by the Manager, including without limitation the following material terms:
(a) Term: A twenty (20)-year term commencing on the Commercial Operation Date of the Project (currently expected to occur on or about April 1, 2027) and expiring on March 31, 2047, unless earlier terminated in accordance with the terms of the PPA;
(b) Contract Price: An initial contract price of Twenty Dollars ($20.00) per megawatt-hour (MWh) fixed for Contract Years 1 through 5 (the first five Contract Years following the Commercial Operation Date), with a one and one-half percent (1.50%) per annum compounding escalator applied to the contract price for Contract Years 6 through 20;
(c) Settlement: Settlement on a virtual PPA / contract for differences basis at the ERCOT West Hub, with monthly netting and invoicing in accordance with the terms of the PPA;
(d) Expected Generation: Expected annual net generation of approximately 350,000 MWh, based on the P50 energy estimate prepared by Heliograph Energy Consulting LLC in its independent energy assessment dated [●], 2025;
(e) Key Provisions: Availability guarantee, availability liquidated damages, change of control restrictions, credit support requirements, force majeure provisions, curtailment allocation provisions, and termination provisions, each as negotiated and set forth in the PPA;
(f) Governing Law and Dispute Resolution: The PPA shall be governed by the laws of the State of New York, and disputes arising thereunder shall be resolved by binding arbitration under the American Arbitration Association Commercial Arbitration Rules, with the seat of arbitration in New York, New York; and
(g) Exhibits and Schedules: Including Exhibit A (Facility Description and Site), Exhibit B (Contract Price and Escalation Schedule), Exhibit C (Form of Buyer Guaranty), Exhibit D (Form of Seller Letter of Credit), Exhibit E (Insurance Requirements), and Exhibit F (Form of Lender Consent Agreement).
The Manager has reviewed the form of the PPA, together with all exhibits and schedules thereto, and has determined that the terms and conditions thereof are fair, reasonable, and in the best interests of the Company.
Resolution 2 — Approval of the Lender Consent Agreement
RESOLVED, that the Manager hereby authorizes and approves the execution, delivery, and performance by the Company of that certain Consent to Collateral Assignment and Lender Direct Agreement (the "Lender Consent Agreement") by and among the Company, Meridian DataCore Solutions Inc., and Tralvendo National Bank, N.A. (with principal offices at 600 Main Street, Suite 3000, Dallas, Texas 75202), as Administrative Agent for the lender syndicate providing the One Hundred Eight Million Dollar ($108,000,000) senior secured construction-to-term loan facility for the Project (the "Loan Facility").
The Manager acknowledges and approves that the Lender Consent Agreement provides for, among other things:
(a) The Buyer's consent to the collateral assignment of the PPA by the Company to the Administrative Agent and the lender group under the Loan Facility, as security for the Company's obligations thereunder;
(b) Lender cure rights upon the occurrence of a Seller default under the PPA, including the right of the Administrative Agent to cure any such default within a specified cure period following notice from Buyer;
(c) Step-in rights of the Administrative Agent, on behalf of the lender group, to assume or cause a third party to assume the rights and obligations of the Company under the PPA upon the occurrence of certain trigger events; and
(d) The right of the Administrative Agent, on behalf of the lender group, to enter into a replacement power purchase agreement with Buyer on substantially similar terms in the event of a termination of the PPA in connection with a foreclosure or other exercise of remedies under the Loan Facility.
Resolution 3 — Acceptance of Buyer Guaranty
RESOLVED, that the Manager hereby authorizes and approves the acceptance by the Company of the Buyer Guaranty from Meridian DataCore Solutions Inc. guaranteeing Buyer's payment and performance obligations under the PPA, in an aggregate amount not to exceed Fourteen Million Dollars ($14,000,000) (such amount being equal to approximately two (2) years of estimated annual PPA revenues at the initial contract price based on expected annual net generation). The Manager has reviewed the form and terms of the Buyer Guaranty and has determined that the credit support provided thereby is adequate and appropriate for the transactions contemplated by the PPA.
Resolution 4 — Authorization of Seller Credit Support (Letter of Credit)
RESOLVED, that the Manager hereby authorizes and approves the Company to cause the delivery of an irrevocable standby letter of credit in the initial amount of Seven Million Dollars ($7,000,000), to be issued by Tralvendo National Bank, N.A. in favor of Meridian DataCore Solutions Inc. as Seller credit support under the PPA. The letter of credit shall be substantially in the form attached as Exhibit D to the PPA and shall be subject to reduction to Three Million Five Hundred Thousand Dollars ($3,500,000) after the fifth (5th) anniversary of the Commercial Operation Date, provided that no Seller default under the PPA is then outstanding. The Manager hereby authorizes the officers and authorized representatives of the Company to negotiate and finalize the terms and conditions of such letter of credit, including the reimbursement agreement and related documentation with Tralvendo National Bank, N.A., as issuing bank.
Resolution 5 — Authorization of Authorized Signatories
RESOLVED, that each of the following officers of the Manager, acting in their capacity as authorized representatives of the Manager on behalf of the Company, is hereby authorized and empowered to execute and deliver, in the name and on behalf of the Company, the PPA, the Lender Consent Agreement, and all related certificates, instruments, agreements, and documents contemplated by or required in connection with the Transaction Documents, with such changes, amendments, supplements, or modifications thereto as such officer may approve in his or her sole discretion (such approval to be conclusively evidenced by such officer's execution thereof):
Note: This form is to be completed with the names and titles of authorized signatories at or prior to closing. Anticipated authorized signatories include officers of Calloway-Briggs Renewables Inc. acting in their capacity as representatives of the Manager, such as: Lena Calloway-Briggs, Co-Founder, Chairwoman & Chief Executive Officer; Marcus Tiernan, President & Chief Operating Officer; Rachel Muñoz, General Counsel & Secretary; or their respective designees.
Each such authorized signatory is further authorized to delegate his or her signing authority to such other persons as he or she may designate in writing, subject to the terms and conditions of the LLC Agreement and applicable law. Any document executed by any one of the foregoing authorized signatories (or his or her designee) shall be binding upon the Company and shall be deemed to have been duly authorized, executed, and delivered by the Company.
Resolution 6 — General Authorization
RESOLVED, that each of the foregoing authorized signatories is hereby authorized, empowered, and directed to take any and all such further actions, to execute and deliver any and all such further agreements, certificates, instruments, documents, filings, notices, and communications, and to pay all such fees, costs, taxes, and expenses as may be necessary, appropriate, or desirable in the judgment of such authorized signatory to consummate and carry into full force and effect the transactions contemplated by the foregoing resolutions, with such actions by any such authorized signatory to be conclusive evidence of the authority granted herein and the approval of the Manager with respect thereto.
Without limiting the generality of the foregoing, each authorized signatory is specifically authorized to:
(a) execute and deliver any and all closing certificates, bring-down certificates, secretary's certificates, officer's certificates, and legal opinions required to be delivered in connection with the Transaction Documents;
(b) open bank accounts, establish escrow arrangements, and direct the disposition of funds as may be necessary in connection with the transactions contemplated hereby;
(c) engage and retain counsel, accountants, consultants, and other advisors on behalf of the Company as may be necessary or advisable in connection with the Transaction Documents;
(d) make all filings, registrations, and notifications required under applicable federal, state, or local law in connection with the execution, delivery, and performance of the Transaction Documents; and
(e) take all such other actions as such authorized signatory may deem necessary, appropriate, or desirable to effectuate the intent and purposes of the foregoing resolutions.
Resolution 7 — Ratification
RESOLVED, that any and all actions heretofore taken by any officer, director, employee, or authorized representative of the Manager, acting on behalf of the Company, in furtherance of the transactions contemplated by these resolutions, including without limitation the negotiation of the Transaction Documents, the engagement of legal counsel, financial advisors, and independent engineers, and the preparation of closing deliverables, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company, with the same force and effect as if such actions had been authorized by these resolutions prior to being taken.
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IN WITNESS WHEREOF, the undersigned has executed these Resolutions by unanimous written consent effective as of the date first set forth above.
CALLOWAY-BRIGGS RENEWABLES INC., as Sole Manager of Saguaro Flats Solar LLC
By: ________
Name: [●]
Title: [●]
Date: [●], 2025
Address:
4200 Travis Street, Suite 1800 Houston, Texas 77002 EIN (Manager): 82-4637201
EXHIBIT C
Incumbency Certificate
INCUMBENCY CERTIFICATE OF AUTHORIZED SIGNATORIES SAGUARO FLATS SOLAR LLC
Reference is made to (i) Section 4 (Incumbency of Authorized Signatories) of the Secretary's / Manager's Certificate of Saguaro Flats Solar LLC, dated [●], 2025, to which this Exhibit C is attached, and (ii) Resolution 5 of the Resolutions of the Sole Manager attached as Exhibit B thereto. This Exhibit C provides a dedicated incumbency listing with the printed names, titles, and specimen signatures of all persons authorized to execute and deliver the Transaction Documents and any ancillary documents on behalf of the Company.
The undersigned, acting in his/her capacity as [Secretary / authorized representative] of Calloway-Briggs Renewables Inc., as sole Manager of Saguaro Flats Solar LLC, hereby certifies that, as of the date of the Certificate to which this Exhibit C is attached, each of the following persons (a) is a duly elected or appointed officer or authorized representative of the Company (acting through the Manager), (b) holds the office or position set forth opposite his or her name, (c) has been duly authorized to execute and deliver the Transaction Documents and all ancillary documents, certificates, and instruments on behalf of the Company, and (d) the signature set forth opposite his or her name is his or her true and genuine signature:
Note: This Exhibit C is a form document to be completed at or prior to closing. This Exhibit may be combined with Section 4 of the Certificate or provided as a separate, standalone incumbency certificate, depending on closing logistics and the requirements of the counterparties to the Transaction Documents. Expected authorized signatories include officers of Calloway-Briggs Renewables Inc. acting in their capacity as representatives of the Manager on behalf of the Company.
Each of the foregoing persons has held the office or position indicated continuously since [●], and no other person has been elected, appointed, or designated to hold any such office or position since such date. The authority of each such person to execute and deliver documents on behalf of the Company has not been revoked, suspended, limited, or otherwise modified in any respect.
This Incumbency Certificate shall remain in full force and effect until a successor certificate is delivered by the Manager to the counterparties to the Transaction Documents.
CALLOWAY-BRIGGS RENEWABLES INC., as Sole Manager of Saguaro Flats Solar LLC
By: ________
Name: [●]
Title: [●]
Date: [●], 2025
Document Metadata
Prepared by: David Stanton, Working Associate, Energy & Infrastructure Practice Group Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, Texas 77002 Telephone: (713) 555-8800
Calderwood & Harkness LLP Matter No.: 1015-00002
This is a form document. All bracketed items ([●]) are to be completed at or prior to execution of the Transaction Documents. Target PPA execution closing date: September 15, 2025.
Name | Title | Signature
[●] | [●] | _____
[●] | [●] | _____
[●] | [●] | _____
Name | Title
[●] | [●]
[●] | [●]
[●] | [●]
No. | Name | Title | Specimen Signature
1. | [●] | [●] | _____
2. | [●] | [●] | _____
3. | [●] | [●] | _____

CONFIDENTIAL — ATTORNEY WORK PRODUCT

SECRETARY'S / MANAGER'S CERTIFICATE OF SAGUARO FLATS SOLAR LLC

EXHIBIT A

EXHIBIT B

NOW, THEREFORE, BE IT:

EXHIBIT C

INCUMBENCY CERTIFICATE OF AUTHORIZED SIGNATORIES SAGUARO FLATS SOLAR LLC

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