1015-00002 · Calloway-Briggs Renewables Inc · Closing

seller-officers-certificate-form.docx DOCUMENT M&A / Corporate

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OFFICER'S CERTIFICATE OF SAGUARO FLATS SOLAR LLC

Delivered Pursuant to Section [__] of the Power Purchase Agreement

Dated as of [___], 2025

The undersigned, [__], [__] of Saguaro Flats Solar LLC, a Delaware limited liability company (the "Seller" or the "Company"), Employer Identification Number 93-1284506, having its registered agent at Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904, hereby certifies, under penalty of perjury and in connection with the execution and delivery of that certain Power Purchase Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the "Agreement") dated as of [___], 2025, by and between Saguaro Flats Solar LLC, as Seller, and Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer"), relating to the Saguaro Flats Solar Project, a 150 MWac (195 MWdc) ground-mounted single-axis tracking solar photovoltaic generating facility located on approximately 1,400 acres in Pecos County, Texas (the "Facility" or the "Project"), as follows:

The undersigned is a duly authorized officer of the Company and is delivering this Officer's Certificate (this "Certificate") pursuant to Section [__] of the Agreement in connection with the closing of the transactions contemplated thereby. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company, and makes each of the certifications, representations, and statements set forth herein solely in such official capacity and not in any individual or personal capacity. The undersigned has made such inquiries and reviewed such documents and records of the Company as the undersigned has deemed necessary or appropriate in order to make the certifications, representations, and statements contained herein.

Section 1. Due Organization and Good Standing

The undersigned hereby certifies as follows with respect to the organization and standing of the Company:

(a) 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 by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware, and such Certificate of Formation has not been amended, restated, or revoked and remains in full force and effect as of the date hereof. A Certificate of Good Standing issued by the Secretary of State of the State of Delaware with respect to the Company is attached hereto as Attachment A and is incorporated herein by reference.

(b) The Company is duly qualified to do business as a foreign limited liability company and is in good standing in the State of Texas, where the Project is located and where the nature of the Company's business and the location of its assets require such qualification. A Certificate of Good Standing or Certificate of Qualification issued by the Secretary of State of the State of Texas with respect to the Company is attached hereto as Attachment B and is incorporated herein by reference.

(c) The Company's sole member and manager is Calloway-Briggs Renewables Inc., a Delaware corporation, with its principal office and headquarters located at 4200 Travis Street, Suite 1800, Houston, Texas 77002 ("Manager"). No other person or entity holds any membership interest or managerial authority in or over the Company.

(d) No proceedings for the dissolution, liquidation, winding up, termination, or reorganization of the Company have been commenced, are pending, or, to the knowledge of the undersigned, are contemplated or threatened. No petition in bankruptcy has been filed by or against the Company, and no receiver, trustee, custodian, or similar official has been appointed for the Company or any material portion of its property or assets.

Section 2. Authorization of PPA Execution

The undersigned hereby certifies as follows with respect to the authorization of the Agreement and related transaction documents:

(a) The execution, delivery, and performance of the Agreement (including all exhibits, schedules, appendices, and ancillary documents attached thereto or delivered in connection therewith) by the Company have been duly authorized by all necessary limited liability company action on the part of the Company, including the requisite resolutions and written consents of the Manager (Calloway-Briggs Renewables Inc.), as reflected in the Secretary's Certificate and/or Manager's Certificate delivered concurrently herewith to the Buyer. True, correct, and complete copies of all resolutions and written consents authorizing the transactions contemplated by the Agreement have been provided to Buyer's counsel in connection with the closing.

(b) No further approval, consent, authorization, or other action by any member, manager, officer, board of directors, equityholder, or any other person or entity (whether internal to the Company or external) is required for the Company to validly execute, deliver, and perform its obligations under the Agreement or any of the related transaction documents to which the Company is or will be a party.

(c) The execution, delivery, and performance by the Company of the Lender Consent and Agreement (the "Lender Consent") by and among the Company, Meridian DataCore Solutions Inc., and Tralvendo National Bank, N.A., as Administrative Agent for the syndicate lenders under the Company's credit facility, and any other related documents, instruments, or agreements to which the Company is or will be a party in connection with the transactions contemplated by the Agreement, have been duly authorized by all necessary limited liability company action, and no further approval, consent, or authorization is required in connection therewith.

(d) Each person executing the Agreement, the Lender Consent, and any related documents on behalf of the Company is duly authorized to do so, and the signatures of such persons are legally binding upon the Company. The incumbency and authority of each such person is confirmed in Section 9 of this Certificate.

Section 3. No Conflicts

The undersigned hereby certifies that the execution, delivery, and performance by the Company of the Agreement and each of the related transaction documents to which it is a party do not and will not:

(a) violate or conflict with, or result in a breach of any provision of, the Company's Certificate of Formation, as currently in effect, or the Company's Limited Liability Company Agreement (as amended through the date hereof);

(b) violate or conflict with any applicable federal, state, or local law, statute, rule, regulation, ordinance, order, judgment, injunction, writ, or decree of any court, arbitrator, or governmental or regulatory authority that is binding upon the Company, its properties, or its assets;

(c) result in a breach of, or constitute a default (or an event that, with the giving of 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 contract, agreement, indenture, mortgage, deed of trust, note, bond, license, lease, or other instrument or obligation to which the Company is a party or by which the Company or any of its assets or properties is bound; or

(d) result in the creation or imposition of any lien, pledge, mortgage, security interest, charge, claim, or encumbrance of any kind on any property or asset of the Company, other than (i) liens created under or permitted by the Credit Agreement dated as of [___], 2025, by and among the Company, Tralvendo National Bank, N.A., as Administrative Agent, and the syndicate lenders party thereto in connection with the $108,000,000 construction-to-term loan facility (the "Credit Agreement"), (ii) liens in favor of the Buyer expressly contemplated by the Agreement, and (iii) customary permitted liens as defined in the Agreement.

Section 4. Truth and Accuracy of Representations and Warranties

The undersigned hereby certifies as follows with respect to the representations and warranties of the Company:

(a) Each of the representations and warranties made by the Company in the Agreement (including, without limitation, those set forth in Article [__] of the Agreement) is true and correct in all material respects as of the date of the Agreement, as though each such representation and warranty had been made on and as of the date hereof, except to the extent that any such representation or warranty expressly speaks as of a specific earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date. Where any representation or warranty is qualified by materiality, Material Adverse Effect, or similar qualifications, such representation or warranty is true and correct in all respects (without duplication of the materiality qualifier) as of the applicable date.

(b) Without limiting the generality of the foregoing, the undersigned specifically certifies that:

(i) The representation and warranty regarding the Company's valid existence as a limited liability company duly organized under the laws of the State of Delaware is true and correct as of the date hereof.

(ii) The representation and warranty regarding the Company's ownership of, or right to develop, construct, operate, and maintain the Facility is true and correct as of the date hereof. In particular, the Company holds a valid and binding ground lease with Redrock Mesa Ranch LP (the "Ground Lease") covering approximately 1,400 acres in Pecos County, Texas (located along FM Road 1776, approximately 12 miles southeast of Fort Stockton, Texas 79735). The Ground Lease is in full force and effect, and the Company is not in default thereunder, and no event has occurred which, with the giving of notice or lapse of time or both, would constitute a default by the Company under the Ground Lease.

(iii) The representation and warranty regarding the Company's possession of all material regulatory approvals and permits necessary for the development, construction, and operation of the Facility is true and correct as of the date hereof, including without limitation: (A) the Pecos County Conditional Use Permit, designated CUP-2025-012, approved by the Pecos County Commissioners Court on February 10, 2025, which conditional use permit remains in full force and effect and is not subject to any pending appeal, challenge, or revocation proceeding; and (B) the Large Generation Interconnection Agreement executed on May 15, 2025, with the Electric Reliability Council of Texas, Inc. ("ERCOT"), under Queue Position ERCOT-GI-2024-0437, providing for interconnection of the Facility at the Ft. Stockton 345 kV Substation via the transmission facilities owned and operated by West Texas Wires LLC, which interconnection agreement is in full force and effect and has not been amended, modified, or terminated.

Section 5. No Default or Event of Default

The undersigned hereby certifies as follows:

(a) No event has occurred and is continuing, or would result from the execution, delivery, or performance of the Agreement by the Company, that constitutes, or with the giving of notice or lapse of time or both would constitute, a Default or an Event of Default (each as defined in the Agreement) on the part of the Company under the Agreement.

(b) No event has occurred and is continuing that constitutes, or with the giving of notice or lapse of time or both would constitute, a default or event of default under any other material agreement, contract, or instrument to which the Company is a party or by which the Company or its assets are bound, including, without limitation: (i) the Engineering, Procurement, and Construction Agreement between the Company and Sunbelt Power Construction LLC (the "EPC Contract"); (ii) the Ground Lease with Redrock Mesa Ranch LP; (iii) the Credit Agreement with Tralvendo National Bank, N.A. and the syndicate lenders; and (iv) the Large Generation Interconnection Agreement with ERCOT, which default or event of default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or on the Company's ability to perform its obligations under the Agreement.

Section 6. No Litigation

The undersigned hereby certifies that there is no action, suit, proceeding, claim, investigation, arbitration, or other legal or administrative proceeding pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against the Company or any of its officers, managers, members, or affiliates (in their capacity as such) before any court, arbitrator, arbitration panel, or governmental, regulatory, or administrative authority or body, whether federal, state, or local, that:

(a) challenges or seeks to restrain, enjoin, or otherwise prevent the consummation of the transactions contemplated by the Agreement, or challenges the validity or enforceability of the Agreement or any action taken or to be taken by the Company in connection therewith; or

(b) if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Company, its business, properties, assets, financial condition, or results of operations, or on the Company's ability to perform any of its obligations under the Agreement.

The undersigned further certifies that the Company has not received any written notice from any governmental authority indicating that any investigation or enforcement action is pending or contemplated with respect to the Company, the Facility, or any permit or approval related thereto.

Section 7. Credit Support

The undersigned hereby certifies as follows with respect to the credit support required by the Agreement:

(a) The Company has caused to be delivered to the Buyer, concurrently with the execution and delivery of the Agreement, an irrevocable standby letter of credit in the amount of Seven Million Dollars ($7,000,000) (the "Letter of Credit"), issued by Tralvendo National Bank, N.A. for the account of the Company and in favor of the Buyer, in the form required by, and conforming in all respects to the requirements set forth in, Exhibit D to the Agreement. The Letter of Credit is in full force and effect as of the date hereof, has not been drawn upon, and is not subject to any dispute, defense, or counterclaim.

(b) As provided in the Agreement, the stated amount of the Letter of Credit shall be reduced to Three Million Five Hundred Thousand Dollars ($3,500,000) after the fifth (5th) anniversary of the Commercial Operation Date (as defined in the Agreement), provided that no Seller Default or Event of Default is then outstanding and no event has occurred and is continuing that, with the giving of notice or lapse of time or both, would constitute a Seller Default or Event of Default under the Agreement.

Section 8. Insurance

The undersigned hereby certifies as follows with respect to the insurance coverages required by the Agreement:

(a) The Company has obtained, or has arranged for the procurement of, all insurance coverages required to be maintained by the Company pursuant to the Agreement and as described in Exhibit E to the Agreement (Insurance Requirements), and each such insurance policy is in full force and effect as of the date hereof. Certificates of insurance evidencing all such coverages have been delivered to the Buyer concurrently herewith.

(b) Without limiting the foregoing, the Company's insurance program includes the following coverages, each of which has been procured through Fieldstone Risk Advisors LLC, acting as the Company's insurance broker of record:

(i) Builder's Risk / Property Insurance: Issued by Commonwealth Mutual Insurance Co., providing coverage for the Facility during construction and, upon conversion, comprehensive property coverage during the operational period, in the amounts and with the deductibles specified in Exhibit E to the Agreement.

(ii) Commercial General Liability Insurance: Issued by Ridgeway Casualty Group Inc., providing coverage for third-party bodily injury and property damage claims arising out of or in connection with the Company's operations at the Facility, in the amounts and with the deductibles specified in Exhibit E to the Agreement.

(c) All such insurance policies name the Buyer as an additional insured to the extent required by the Agreement, and all such policies provide for at least thirty (30) days' prior written notice to the Buyer in the event of cancellation, material modification, or non-renewal, as specified in the Agreement.

Section 9. Incumbency

The undersigned hereby certifies that the following persons are duly elected, appointed, or authorized officers or authorized representatives of the Company as of the date hereof, that each such person holds the title set forth opposite his or her name below, and that the signature set forth opposite each such person's name is the genuine signature of such person. Each such person is duly authorized by the Manager (Calloway-Briggs Renewables Inc.) to execute and deliver the Agreement and any related documents on behalf of the Company.

The foregoing incumbency information shall remain in effect until the Buyer receives a subsequent certificate from the Company revoking or modifying the authority of any of the persons identified above.

Section 10. Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), consistent with the governing law provisions set forth in the Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.

SAGUARO FLATS SOLAR LLC

By: Calloway-Briggs Renewables Inc., its Manager

By: ________

Name: [___]

Title: [___]

ATTACHMENTS

Attachment A: Certificate of Good Standing — Saguaro Flats Solar LLC, issued by the Secretary of State of the State of Delaware [to be attached at closing]

Attachment B: Certificate of Good Standing or Certificate of Qualification — Saguaro Flats Solar LLC, issued by the Secretary of State of the State of Texas [to be attached at closing]

Form prepared by David Stanton, Calderwood & Harkness LLP, 1100 Louisiana Street, Suite 4500, Houston, Texas 77002. Matter No. 1015-00002. All bracketed items are to be completed at or prior to the PPA execution closing. Target closing date: September 15, 2025. This form is provided as a draft for discussion purposes only and remains subject to revision prior to execution.

Name	Title	Signature
[___]	[___]	_____
[___]	[___]	_____
[___]	[___]	_____

OFFICER'S CERTIFICATE OF SAGUARO FLATS SOLAR LLC
Delivered Pursuant to Section [__] of the Power Purchase Agreement
Dated as of [___], 2025
The undersigned, [__], [__] of Saguaro Flats Solar LLC, a Delaware limited liability company (the "Seller" or the "Company"), Employer Identification Number 93-1284506, having its registered agent at Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904, hereby certifies, under penalty of perjury and in connection with the execution and delivery of that certain Power Purchase Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the "Agreement") dated as of [___], 2025, by and between Saguaro Flats Solar LLC, as Seller, and Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer"), relating to the Saguaro Flats Solar Project, a 150 MWac (195 MWdc) ground-mounted single-axis tracking solar photovoltaic generating facility located on approximately 1,400 acres in Pecos County, Texas (the "Facility" or the "Project"), as follows:
The undersigned is a duly authorized officer of the Company and is delivering this Officer's Certificate (this "Certificate") pursuant to Section [__] of the Agreement in connection with the closing of the transactions contemplated thereby. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.
The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company, and makes each of the certifications, representations, and statements set forth herein solely in such official capacity and not in any individual or personal capacity. The undersigned has made such inquiries and reviewed such documents and records of the Company as the undersigned has deemed necessary or appropriate in order to make the certifications, representations, and statements contained herein.
Section 1. Due Organization and Good Standing
The undersigned hereby certifies as follows with respect to the organization and standing of the Company:
(a) 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 by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware, and such Certificate of Formation has not been amended, restated, or revoked and remains in full force and effect as of the date hereof. A Certificate of Good Standing issued by the Secretary of State of the State of Delaware with respect to the Company is attached hereto as Attachment A and is incorporated herein by reference.
(b) The Company is duly qualified to do business as a foreign limited liability company and is in good standing in the State of Texas, where the Project is located and where the nature of the Company's business and the location of its assets require such qualification. A Certificate of Good Standing or Certificate of Qualification issued by the Secretary of State of the State of Texas with respect to the Company is attached hereto as Attachment B and is incorporated herein by reference.
(c) The Company's sole member and manager is Calloway-Briggs Renewables Inc., a Delaware corporation, with its principal office and headquarters located at 4200 Travis Street, Suite 1800, Houston, Texas 77002 ("Manager"). No other person or entity holds any membership interest or managerial authority in or over the Company.
(d) No proceedings for the dissolution, liquidation, winding up, termination, or reorganization of the Company have been commenced, are pending, or, to the knowledge of the undersigned, are contemplated or threatened. No petition in bankruptcy has been filed by or against the Company, and no receiver, trustee, custodian, or similar official has been appointed for the Company or any material portion of its property or assets.
Section 2. Authorization of PPA Execution
The undersigned hereby certifies as follows with respect to the authorization of the Agreement and related transaction documents:
(a) The execution, delivery, and performance of the Agreement (including all exhibits, schedules, appendices, and ancillary documents attached thereto or delivered in connection therewith) by the Company have been duly authorized by all necessary limited liability company action on the part of the Company, including the requisite resolutions and written consents of the Manager (Calloway-Briggs Renewables Inc.), as reflected in the Secretary's Certificate and/or Manager's Certificate delivered concurrently herewith to the Buyer. True, correct, and complete copies of all resolutions and written consents authorizing the transactions contemplated by the Agreement have been provided to Buyer's counsel in connection with the closing.
(b) No further approval, consent, authorization, or other action by any member, manager, officer, board of directors, equityholder, or any other person or entity (whether internal to the Company or external) is required for the Company to validly execute, deliver, and perform its obligations under the Agreement or any of the related transaction documents to which the Company is or will be a party.
(c) The execution, delivery, and performance by the Company of the Lender Consent and Agreement (the "Lender Consent") by and among the Company, Meridian DataCore Solutions Inc., and Tralvendo National Bank, N.A., as Administrative Agent for the syndicate lenders under the Company's credit facility, and any other related documents, instruments, or agreements to which the Company is or will be a party in connection with the transactions contemplated by the Agreement, have been duly authorized by all necessary limited liability company action, and no further approval, consent, or authorization is required in connection therewith.
(d) Each person executing the Agreement, the Lender Consent, and any related documents on behalf of the Company is duly authorized to do so, and the signatures of such persons are legally binding upon the Company. The incumbency and authority of each such person is confirmed in Section 9 of this Certificate.
Section 3. No Conflicts
The undersigned hereby certifies that the execution, delivery, and performance by the Company of the Agreement and each of the related transaction documents to which it is a party do not and will not:
(a) violate or conflict with, or result in a breach of any provision of, the Company's Certificate of Formation, as currently in effect, or the Company's Limited Liability Company Agreement (as amended through the date hereof);
(b) violate or conflict with any applicable federal, state, or local law, statute, rule, regulation, ordinance, order, judgment, injunction, writ, or decree of any court, arbitrator, or governmental or regulatory authority that is binding upon the Company, its properties, or its assets;
(c) result in a breach of, or constitute a default (or an event that, with the giving of 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 contract, agreement, indenture, mortgage, deed of trust, note, bond, license, lease, or other instrument or obligation to which the Company is a party or by which the Company or any of its assets or properties is bound; or
(d) result in the creation or imposition of any lien, pledge, mortgage, security interest, charge, claim, or encumbrance of any kind on any property or asset of the Company, other than (i) liens created under or permitted by the Credit Agreement dated as of [___], 2025, by and among the Company, Tralvendo National Bank, N.A., as Administrative Agent, and the syndicate lenders party thereto in connection with the $108,000,000 construction-to-term loan facility (the "Credit Agreement"), (ii) liens in favor of the Buyer expressly contemplated by the Agreement, and (iii) customary permitted liens as defined in the Agreement.
Section 4. Truth and Accuracy of Representations and Warranties
The undersigned hereby certifies as follows with respect to the representations and warranties of the Company:
(a) Each of the representations and warranties made by the Company in the Agreement (including, without limitation, those set forth in Article [__] of the Agreement) is true and correct in all material respects as of the date of the Agreement, as though each such representation and warranty had been made on and as of the date hereof, except to the extent that any such representation or warranty expressly speaks as of a specific earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date. Where any representation or warranty is qualified by materiality, Material Adverse Effect, or similar qualifications, such representation or warranty is true and correct in all respects (without duplication of the materiality qualifier) as of the applicable date.
(b) Without limiting the generality of the foregoing, the undersigned specifically certifies that:
(i) The representation and warranty regarding the Company's valid existence as a limited liability company duly organized under the laws of the State of Delaware is true and correct as of the date hereof.
(ii) The representation and warranty regarding the Company's ownership of, or right to develop, construct, operate, and maintain the Facility is true and correct as of the date hereof. In particular, the Company holds a valid and binding ground lease with Redrock Mesa Ranch LP (the "Ground Lease") covering approximately 1,400 acres in Pecos County, Texas (located along FM Road 1776, approximately 12 miles southeast of Fort Stockton, Texas 79735). The Ground Lease is in full force and effect, and the Company is not in default thereunder, and no event has occurred which, with the giving of notice or lapse of time or both, would constitute a default by the Company under the Ground Lease.
(iii) The representation and warranty regarding the Company's possession of all material regulatory approvals and permits necessary for the development, construction, and operation of the Facility is true and correct as of the date hereof, including without limitation: (A) the Pecos County Conditional Use Permit, designated CUP-2025-012, approved by the Pecos County Commissioners Court on February 10, 2025, which conditional use permit remains in full force and effect and is not subject to any pending appeal, challenge, or revocation proceeding; and (B) the Large Generation Interconnection Agreement executed on May 15, 2025, with the Electric Reliability Council of Texas, Inc. ("ERCOT"), under Queue Position ERCOT-GI-2024-0437, providing for interconnection of the Facility at the Ft. Stockton 345 kV Substation via the transmission facilities owned and operated by West Texas Wires LLC, which interconnection agreement is in full force and effect and has not been amended, modified, or terminated.
Section 5. No Default or Event of Default
The undersigned hereby certifies as follows:
(a) No event has occurred and is continuing, or would result from the execution, delivery, or performance of the Agreement by the Company, that constitutes, or with the giving of notice or lapse of time or both would constitute, a Default or an Event of Default (each as defined in the Agreement) on the part of the Company under the Agreement.
(b) No event has occurred and is continuing that constitutes, or with the giving of notice or lapse of time or both would constitute, a default or event of default under any other material agreement, contract, or instrument to which the Company is a party or by which the Company or its assets are bound, including, without limitation: (i) the Engineering, Procurement, and Construction Agreement between the Company and Sunbelt Power Construction LLC (the "EPC Contract"); (ii) the Ground Lease with Redrock Mesa Ranch LP; (iii) the Credit Agreement with Tralvendo National Bank, N.A. and the syndicate lenders; and (iv) the Large Generation Interconnection Agreement with ERCOT, which default or event of default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or on the Company's ability to perform its obligations under the Agreement.
Section 6. No Litigation
The undersigned hereby certifies that there is no action, suit, proceeding, claim, investigation, arbitration, or other legal or administrative proceeding pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against the Company or any of its officers, managers, members, or affiliates (in their capacity as such) before any court, arbitrator, arbitration panel, or governmental, regulatory, or administrative authority or body, whether federal, state, or local, that:
(a) challenges or seeks to restrain, enjoin, or otherwise prevent the consummation of the transactions contemplated by the Agreement, or challenges the validity or enforceability of the Agreement or any action taken or to be taken by the Company in connection therewith; or
(b) if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Company, its business, properties, assets, financial condition, or results of operations, or on the Company's ability to perform any of its obligations under the Agreement.
The undersigned further certifies that the Company has not received any written notice from any governmental authority indicating that any investigation or enforcement action is pending or contemplated with respect to the Company, the Facility, or any permit or approval related thereto.
Section 7. Credit Support
The undersigned hereby certifies as follows with respect to the credit support required by the Agreement:
(a) The Company has caused to be delivered to the Buyer, concurrently with the execution and delivery of the Agreement, an irrevocable standby letter of credit in the amount of Seven Million Dollars ($7,000,000) (the "Letter of Credit"), issued by Tralvendo National Bank, N.A. for the account of the Company and in favor of the Buyer, in the form required by, and conforming in all respects to the requirements set forth in, Exhibit D to the Agreement. The Letter of Credit is in full force and effect as of the date hereof, has not been drawn upon, and is not subject to any dispute, defense, or counterclaim.
(b) As provided in the Agreement, the stated amount of the Letter of Credit shall be reduced to Three Million Five Hundred Thousand Dollars ($3,500,000) after the fifth (5th) anniversary of the Commercial Operation Date (as defined in the Agreement), provided that no Seller Default or Event of Default is then outstanding and no event has occurred and is continuing that, with the giving of notice or lapse of time or both, would constitute a Seller Default or Event of Default under the Agreement.
Section 8. Insurance
The undersigned hereby certifies as follows with respect to the insurance coverages required by the Agreement:
(a) The Company has obtained, or has arranged for the procurement of, all insurance coverages required to be maintained by the Company pursuant to the Agreement and as described in Exhibit E to the Agreement (Insurance Requirements), and each such insurance policy is in full force and effect as of the date hereof. Certificates of insurance evidencing all such coverages have been delivered to the Buyer concurrently herewith.
(b) Without limiting the foregoing, the Company's insurance program includes the following coverages, each of which has been procured through Fieldstone Risk Advisors LLC, acting as the Company's insurance broker of record:
(i) Builder's Risk / Property Insurance: Issued by Commonwealth Mutual Insurance Co., providing coverage for the Facility during construction and, upon conversion, comprehensive property coverage during the operational period, in the amounts and with the deductibles specified in Exhibit E to the Agreement.
(ii) Commercial General Liability Insurance: Issued by Ridgeway Casualty Group Inc., providing coverage for third-party bodily injury and property damage claims arising out of or in connection with the Company's operations at the Facility, in the amounts and with the deductibles specified in Exhibit E to the Agreement.
(c) All such insurance policies name the Buyer as an additional insured to the extent required by the Agreement, and all such policies provide for at least thirty (30) days' prior written notice to the Buyer in the event of cancellation, material modification, or non-renewal, as specified in the Agreement.
Section 9. Incumbency
The undersigned hereby certifies that the following persons are duly elected, appointed, or authorized officers or authorized representatives of the Company as of the date hereof, that each such person holds the title set forth opposite his or her name below, and that the signature set forth opposite each such person's name is the genuine signature of such person. Each such person is duly authorized by the Manager (Calloway-Briggs Renewables Inc.) to execute and deliver the Agreement and any related documents on behalf of the Company.
The foregoing incumbency information shall remain in effect until the Buyer receives a subsequent certificate from the Company revoking or modifying the authority of any of the persons identified above.
Section 10. Governing Law
This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), consistent with the governing law provisions set forth in the Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
SAGUARO FLATS SOLAR LLC
By: Calloway-Briggs Renewables Inc., its Manager
By: ________
Name: [___]
Title: [___]
ATTACHMENTS
Attachment A: Certificate of Good Standing — Saguaro Flats Solar LLC, issued by the Secretary of State of the State of Delaware [to be attached at closing]
Attachment B: Certificate of Good Standing or Certificate of Qualification — Saguaro Flats Solar LLC, issued by the Secretary of State of the State of Texas [to be attached at closing]
Form prepared by David Stanton, Calderwood & Harkness LLP, 1100 Louisiana Street, Suite 4500, Houston, Texas 77002. Matter No. 1015-00002. All bracketed items are to be completed at or prior to the PPA execution closing. Target closing date: September 15, 2025. This form is provided as a draft for discussion purposes only and remains subject to revision prior to execution.
Name | Title | Signature
[___] | [___] | _____
[___] | [___] | _____
[___] | [___] | _____

OFFICER'S CERTIFICATE OF SAGUARO FLATS SOLAR LLC

SAGUARO FLATS SOLAR LLC

ATTACHMENTS

Record

Parties

Dates

Amounts