1015-00002 · Calloway-Briggs Renewables Inc · Correspondence

post-closing-letter-to-client.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1100 Louisiana Street, Suite 4500 Houston, Texas 77002 Telephone: (713) 555-8400 Facsimile: (713) 555-8401 www.calderwoodharkness.com

September 16, 2025

Via Email and U.S. Mail

Rachel Muñoz, Esq. General Counsel Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, Texas 77002

Re: Saguaro Flats Solar Project — Executed Power Purchase Agreement between Saguaro Flats Solar LLC and Meridian DataCore Solutions Inc. Matter No.: 1015-00002

Dear Rachel:

I. Introduction and Purpose

We are pleased to confirm that the Power Purchase Agreement (the "PPA" or the "Agreement") was duly executed on September 15, 2025, by and between Saguaro Flats Solar LLC, a Delaware limited liability company (the "Seller"), and Meridian DataCore Solutions Inc., a Delaware corporation (Nasdaq: MDCS) (the "Buyer"). The PPA governs the long-term purchase and sale of energy and environmental attributes associated with the Saguaro Flats Solar Project, a 195 MWdc / 150 MWac ground-mounted solar photovoltaic generating facility to be located in Pecos County, Texas (the "Project").

The purpose of this letter is threefold: (i) to provide Calloway-Briggs Renewables Inc. ("CBR") with a detailed summary of the key commercial and legal terms of the executed PPA for the benefit of CBR's internal records and ongoing project management; (ii) to confirm the delivery and receipt of all closing deliverables exchanged by the parties and the Administrative Agent in connection with the PPA execution; and (iii) to outline the immediate next steps for CBR and the broader project team as the Project transitions from the origination and contracting phase into construction financing and physical development.

We note that the PPA was executed in full accordance with the resolutions duly adopted by Calloway-Briggs Renewables Inc., in its capacity as Manager of Saguaro Flats Solar LLC, as certified in the Secretary's / Manager's Certificate delivered at closing. All requisite corporate and entity-level approvals were obtained prior to execution, and the PPA constitutes a valid and binding obligation of the Seller enforceable in accordance with its terms, subject to customary enforceability qualifications as set forth in our legal opinion delivered to Buyer.

On behalf of the entire Calderwood & Harkness engagement team, I would like to extend our sincere congratulations to the CBR team — Lena Calloway-Briggs, Marcus Tiernan, Janet Okafor, Derek Engstrom, and you — on reaching this significant commercial milestone. The successful execution of the PPA with Meridian DataCore Solutions Inc. represents the culmination of months of intensive negotiation and positions the Saguaro Flats Solar Project for the next critical phases of its development. We are proud to have served as CBR's counsel throughout this process and look forward to continuing our representation as the Project advances toward construction loan closing, notice to proceed, and ultimately, commercial operation.

II. Summary of Key Terms of the Executed PPA

Set forth below is a summary of the principal terms and provisions of the executed PPA. This summary is provided for convenience of reference only and is qualified in its entirety by the actual terms of the fully executed Agreement, a copy of which is enclosed with this letter. In the event of any inconsistency between this summary and the executed PPA, the terms of the executed PPA shall control.

A. Parties. The parties to the PPA are as follows:

Seller: Saguaro Flats Solar LLC (EIN: 93-1284506), a limited liability company duly organized and validly existing under the laws of the State of Delaware. Saguaro Flats Solar LLC is a wholly owned subsidiary of Calloway-Briggs Renewables Inc., a Delaware corporation, which serves as the sole Manager of the Seller under the Seller's limited liability company agreement. The Seller was formed as a special purpose entity for the purpose of developing, owning, financing, constructing, and operating the Project.

Buyer: Meridian DataCore Solutions Inc. (EIN: 47-5918320), a corporation duly organized and validly existing under the laws of the State of Delaware, with its principal executive offices located at 700 Lakeshore Parkway, Building C, Austin, Texas 78746. Meridian DataCore Solutions Inc. is a publicly traded company listed on the Nasdaq Stock Market under the ticker symbol "MDCS." Meridian DataCore is a leading provider of cloud-based enterprise data management and analytics solutions and is procuring renewable energy under the PPA as part of its publicly announced commitment to achieving 100% renewable energy coverage for its North American data center operations by 2030.

B. Project Description

The Project is described in detail in Exhibit A to the PPA (Facility Description) and is summarized as follows:

Facility Type: The Saguaro Flats Solar Project is a ground-mounted, single-axis tracking solar photovoltaic generating facility utilizing crystalline silicon bifacial modules. The facility will incorporate industry-standard single-axis horizontal tracking technology to optimize energy capture throughout the day.

Nameplate Capacity: The Project has a nameplate capacity of 195 MWdc / 150 MWac, reflecting a DC-to-AC ratio of approximately 1.30:1. This inverter loading ratio is consistent with industry standard design practices for utility-scale solar facilities in the West Texas region and is intended to maximize energy production and optimize the economic performance of the Project over the PPA term.

Site and Location: The Project will be located on approximately 1,400 acres on FM Road 1776, approximately 12 miles southeast of Fort Stockton, Pecos County, Texas 79735. The Project site is situated on land leased from Redrock Mesa Ranch LP pursuant to a 35-year ground lease agreement, which provides the Seller with exclusive rights to use and occupy the premises for the purpose of constructing, operating, and maintaining the solar generating facility for the full duration of the PPA term and beyond.

Interconnection: The Project will interconnect to the Electric Reliability Council of Texas ("ERCOT") transmission grid at the Ft. Stockton 345 kV Substation via the transmission facilities owned and operated by West Texas Wires LLC. The Project holds ERCOT Queue Position ERCOT-GI-2024-0437, and the Large Generation Interconnection Agreement ("LGIA") was executed on May 15, 2025.

EPC Contractor: The Project will be constructed on a fixed-price, turnkey basis by Sunbelt Power Construction LLC, an experienced utility-scale solar EPC contractor headquartered in San Antonio, Texas, pursuant to an Engineering, Procurement, and Construction Agreement with a total contract value of $142,500,000. The EPC contract includes customary performance guarantees, warranty provisions, and liquidated damages for schedule delays and capacity shortfalls.

C. Term and Commercial Operation Date

PPA Term: The PPA has a term of twenty (20) years, commencing on the Commercial Operation Date (as defined in the PPA) and expiring on the twentieth anniversary thereof, unless earlier terminated in accordance with the Agreement's provisions.

Expected Commercial Operation Date ("COD"): The expected COD under the PPA is April 1, 2027. The COD is defined in the Agreement as the date on which the Project satisfies certain conditions, including (among others) completion of construction substantially in accordance with the Facility Description, successful completion of COD testing, execution of all required interconnection agreements, receipt of all necessary governmental permits and approvals, and delivery of the Seller's COD Certificate.

Expected PPA Expiration: Based on the expected COD of April 1, 2027, the PPA is expected to expire on March 31, 2047.

The PPA includes customary provisions addressing delays in achieving COD, including an outside date for COD achievement (the "Guaranteed COD"), after which the Buyer has certain remedies, including the right to terminate the Agreement if the delay is not cured within an agreed cure period. These delay provisions were negotiated in coordination with the construction schedule under the Sunbelt EPC contract and the projected timeline for the Tralvendo construction loan facility.

D. Contract Price and Escalation

The pricing structure under the PPA is as follows:

Initial Contract Price: The initial contract price under the PPA is $20.00 per MWh, fixed for Contract Years 1 through 5 (i.e., the first five years following the Commercial Operation Date). This fixed pricing period provides Meridian DataCore with cost certainty during the initial years of the PPA term while providing the Project with a stable revenue base during the critical post-COD period.

Annual Escalator: Commencing in Contract Year 6 and continuing through Contract Year 20, the contract price will escalate at a rate of 1.50% per annum, compounding. This escalation mechanism was negotiated as a compromise between the Seller's initial proposal of a 2.00% annual escalator and the Buyer's initial proposal of a 1.00% annual escalator. The 1.50% rate is intended to approximate long-term inflationary trends and to provide a moderate increase in PPA revenues over the term to offset anticipated increases in operating and maintenance costs.

The resulting illustrative contract prices at key points during the PPA term are as follows:

Aggregate Contract Value: The aggregate nominal contract value over the full 20-year PPA term is estimated at approximately $140,000,000, based on projected P50 energy generation. The average annual contract value is approximately $7,000,000 per year.

Estimated Energy Generation: Based on the independent energy assessment prepared by Heliograph Energy Consulting LLC, the Project is expected to generate approximately 350,000 MWh per year on a P50 basis. Over the full 20-year PPA term, the total contracted energy volume on a P50 basis is approximately 7,000,000 MWh.

E. Contract Structure and Settlement

Structure: The PPA is structured as a virtual (financial) power purchase agreement, also commonly referred to as a contract for differences ("CfD"). Under this structure, the Seller and Buyer do not engage in a physical delivery of energy. Instead, the parties settle financially based on the difference between the Contract Price and the prevailing market price at the designated Settlement Hub.

Settlement Hub: All financial settlements under the PPA are calculated by reference to the ERCOT West Hub real-time settlement point price (the "Hub Price").

Net Settlement Mechanics: For each settlement period, the net settlement amount is calculated as the Contract Price minus the Hub Price, multiplied by the metered energy generation during the applicable period. If the Contract Price exceeds the Hub Price, the Buyer pays the difference to the Seller. Conversely, if the Hub Price exceeds the Contract Price, the Seller pays the difference to the Buyer. This two-way settlement mechanism is standard for virtual PPA / CfD structures and provides the Buyer with a fixed cost of energy while exposing both parties to basis and shape risk relative to their respective delivery and consumption points.

F. Availability Guarantee

The PPA includes negotiated availability guarantee provisions, which are summarized below:

Guaranteed Availability: The Seller guarantees that the Project will achieve an availability of not less than 96.0% on a rolling 12-month basis (the "Availability Guarantee"). This threshold represents a negotiated compromise between the Seller's initial proposal of a minimum of 95.0% rolling 12-month availability and the Buyer's initial proposal of a minimum of 97.0%. After extensive discussion among the parties and their respective technical advisors, the 96.0% threshold was agreed upon as a commercially reasonable standard that appropriately balances operational flexibility for the Seller with performance assurance for the Buyer, and that is consistent with market precedent for utility-scale solar PPA transactions in the ERCOT market.

Measurement Methodology: Availability is measured as follows:

Availability (%) = (Available Hours ÷ Period Hours) × 100

For purposes of this calculation, the following periods are excluded from the determination of Period Hours: (i) periods of Force Majeure (as defined in the PPA); (ii) periods during which the Project is curtailed by the transmission operator, ERCOT, or the interconnection provider; and (iii) periods of scheduled maintenance, provided that scheduled maintenance shall not exceed 200 hours per Contract Year. The 200-hour scheduled maintenance allowance is measured on a calendar-year basis and is not subject to carry-over to subsequent years.

Availability Liquidated Damages: In the event that the Project's rolling 12-month availability falls below the 96.0% Availability Guarantee threshold, the Seller is obligated to pay the Buyer availability liquidated damages at a negotiated rate of 0.75% of trailing 12-month revenue for each 1.0% shortfall below the guarantee threshold. These liquidated damages represent a genuine pre-estimate of the Buyer's losses resulting from reduced energy generation due to underperformance and were negotiated as such between the parties.

Availability LD Cap: The Seller's aggregate liability for availability liquidated damages in any rolling 12-month period is capped at 7.5% of trailing 12-month revenues. This cap corresponds to a maximum availability shortfall of 10.0 percentage points below the guarantee threshold (i.e., availability of approximately 86.0% before the cap is reached).

Termination Trigger: The Buyer has the right to terminate the PPA if the Project's availability falls below 87.5% in any two consecutive 12-month periods and such shortfall has not been cured within the applicable cure period specified in the Agreement. This termination trigger provides an important backstop right for the Buyer in the event of persistent and material underperformance of the Project.

G. Change of Control

The PPA includes the following provisions regarding changes of control:

Seller Change of Control: In the event of a change of control of the Seller (as defined in the PPA), the Seller is required to provide prior written notice to the Buyer. Buyer consent to a Seller change of control is required only if the successor entity or new controlling party fails to meet the Minimum Credit Threshold. The "Minimum Credit Threshold" is defined as either (a) a tangible net worth of not less than $100,000,000, or (b) an investment-grade credit rating (BBB− or better, or the equivalent) from a nationally recognized statistical rating organization. No consent fee is payable by the Seller to the Buyer in connection with a Seller change of control.

Buyer Change of Control: In the event that the Buyer undergoes a change of control and the successor entity's or new controlling party's credit rating falls below BBB− (or the equivalent), the Seller has the right, at its election, to either (a) demand that the Buyer (or its successor) provide additional credit support in the form of an irrevocable standby letter of credit in an amount equal to approximately $7,000,000 (representing twelve months of estimated PPA payments), or (b) terminate the PPA upon thirty (30) days' prior written notice if such additional credit support is not posted within the period specified in the Agreement.

Lender Consent Requirement: Importantly, the PPA provides that any assignment or change of control of the Seller requires the prior written consent of Tralvendo National Bank, N.A., in its capacity as Administrative Agent under the credit agreement for the $108,000,000 construction-to-term loan facility (discussed in further detail in Section IV.A below). This consent requirement is consistent with the collateral assignment and security interest provisions of the Tralvendo credit documentation and ensures that the lender syndicate's interests in the PPA as a key component of the Project's revenue stream are protected.

H. Credit Support

The executed PPA includes the following credit support provisions:

Seller Credit Support: The Seller has delivered to the Buyer an irrevocable standby letter of credit issued by Tralvendo National Bank, N.A. in the initial amount of $7,000,000, which is equal to approximately one year of estimated PPA revenues. This letter of credit was delivered at closing and is in the form attached as Exhibit D to the PPA. The letter of credit amount will reduce to $3,500,000 after the fifth anniversary of the Commercial Operation Date, provided that no Seller event of default is then outstanding and no event has occurred that, with the passage of time or the giving of notice, would constitute a Seller event of default. The letter of credit must be maintained by the Seller throughout the PPA term and must be renewed or replaced not less than thirty (30) days prior to its expiration.

Buyer Credit Support: The Buyer has delivered to the Seller a corporate guaranty executed by Meridian DataCore Solutions Inc. in favor of Saguaro Flats Solar LLC, in the form attached as Exhibit C to the PPA, guaranteeing all of the Buyer's payment obligations under the PPA. The corporate guaranty is capped at $14,000,000, which is equal to approximately two years of estimated PPA revenues. The guaranty is a continuing guaranty that remains in effect for the duration of the PPA term and for a period of one year following the expiration or termination thereof with respect to any obligations that survived such expiration or termination.

I. Lender Consent Agreement

In connection with the execution of the PPA, the parties also executed a Consent to Collateral Assignment and Lender Direct Agreement (the "Lender Consent Agreement" or "Lender Direct Agreement") among Saguaro Flats Solar LLC (as Seller), Meridian DataCore Solutions Inc. (as Buyer), and Tralvendo National Bank, N.A. (as Administrative Agent on behalf of the lender syndicate).

The Lender Consent Agreement includes the following customary provisions:

• Acknowledgment by the Buyer of the Seller's collateral assignment of the PPA to the Administrative Agent as security for the Seller's obligations under the Tralvendo credit facility;

• Lender step-in rights, permitting the Administrative Agent (or its designee) to assume the Seller's obligations under the PPA following the exercise of remedies under the credit agreement;

• Cure rights, providing the Administrative Agent with a reasonable period (not less than sixty (60) days following notice) to cure any Seller event of default under the PPA before the Buyer may terminate the Agreement;

• The Administrative Agent's right to designate a substitute entity to perform the Seller's obligations under a replacement PPA on substantially the same terms as the existing PPA in the event of a Seller event of default and foreclosure on the Project; and

• Obligations of the Buyer to provide copies of all material notices under the PPA to the Administrative Agent concurrently with delivery to the Seller.

The Lender Consent Agreement was negotiated and coordinated among four law firms: Calderwood & Harkness LLP (as counsel to the Seller / CBR), Hargrove & Linden LLP (as counsel to the Buyer, led by Evelyn Crumveth), and Whitfield Stroval & Cade LLP (as counsel to the Administrative Agent and the lender syndicate, led by Philip Thornton). We note that the final form of the Lender Consent Agreement represents a balanced outcome that protects the interests of all three parties and is consistent with market-standard terms for project-financed renewable energy transactions.

J. Governing Law and Dispute Resolution

Governing Law: The PPA is governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction. The selection of New York law is consistent with market practice for utility-scale PPA transactions and was mutually agreed upon by the parties.

Dispute Resolution: The PPA provides for a tiered dispute resolution mechanism, as follows:

1. Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to the PPA, the parties shall first attempt to resolve the matter through good-faith negotiation between senior representatives of the parties for a period of thirty (30) days following written notice of the dispute.

2. Binding Arbitration: If the dispute is not resolved through negotiation within the 30-day period, either party may submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") in New York, New York, under the AAA Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a panel of three (3) arbitrators, with each party selecting one arbitrator and the two party-appointed arbitrators selecting the third. The arbitrators' award shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.

3. Injunctive Relief: Notwithstanding the foregoing arbitration provisions, either party may seek temporary, preliminary, or permanent injunctive relief or other equitable remedies in the Supreme Court of the State of New York, County of New York, or the United States District Court for the Southern District of New York, without first submitting the matter to arbitration. Each party irrevocably consents to the jurisdiction of such courts for purposes of any such proceeding.

III. Confirmation of Closing Deliverables

We have reviewed the closing deliverable checklist maintained by our office and confirm that all required closing deliverables were duly executed, delivered, and received on or prior to September 15, 2025, as set forth below.

A. Seller Deliverables — Confirmed as Delivered

The following deliverables were executed and/or delivered by or on behalf of the Seller in connection with the closing:

1. Executed PPA (Seller's Counterpart Signature Pages): Fully executed counterpart signature pages to the Power Purchase Agreement, executed by Janet Okafor, Senior Vice President, Origination & Commercial, in her capacity as authorized signatory of Saguaro Flats Solar LLC, pursuant to the manager resolutions of Calloway-Briggs Renewables Inc.

2. Exhibits A through F to the PPA: All six exhibits to the PPA were delivered in final, executed form, including:

• Exhibit A — Facility Description

• Exhibit B — Contract Price Schedule

• Exhibit C — Form of Buyer Guaranty

• Exhibit D — Form of Seller Letter of Credit

• Exhibit E — Insurance Requirements

• Exhibit F — Form of Lender Consent Agreement

3. Officer's Certificate of Saguaro Flats Solar LLC: Executed Officer's Certificate certifying (a) due organization and valid existence of the Seller, (b) good standing of the Seller in its jurisdiction of formation, (c) due authorization of the PPA and related transaction documents, (d) the truth and accuracy of the Seller's representations and warranties as of the date of execution, and (e) the absence of any default or event of default under the PPA as of the date of execution.

4. Secretary's / Manager's Certificate and Resolutions of Saguaro Flats Solar LLC: Executed certificate of the Manager of Saguaro Flats Solar LLC, together with a certified copy of the Seller's Limited Liability Company Agreement and the manager resolutions of Calloway-Briggs Renewables Inc. authorizing the execution, delivery, and performance of the PPA and related transaction documents on behalf of the Seller.

5. Certificates of Good Standing: Certificates of good standing for each of Calloway-Briggs Renewables Inc. and Saguaro Flats Solar LLC, issued by the Secretary of State of the State of Delaware, dated within ten (10) days of closing. Both entities are registered through Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904.

6. Irrevocable Standby Letter of Credit: Irrevocable standby letter of credit issued by Tralvendo National Bank, N.A. in the amount of $7,000,000, in the form of Exhibit D to the PPA, naming Meridian DataCore Solutions Inc. as beneficiary. The letter of credit has an initial expiration date of September 15, 2026, with an "evergreen" automatic renewal provision.

7. Calderwood & Harkness LLP Legal Opinion: Legal opinion of Calderwood & Harkness LLP addressed to Meridian DataCore Solutions Inc. and its counsel, opining as to (a) the due organization and good standing of Saguaro Flats Solar LLC, (b) the due authorization of the PPA by the Seller, (c) the enforceability of the PPA against the Seller in accordance with its terms (subject to customary qualifications for bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally, and to general principles of equity), and (d) the absence of any conflict between the PPA and the Seller's organizational documents or applicable law known to us.

8. Evidence of Insurance: Certificates of insurance issued by Fieldstone Risk Advisors LLC, the Seller's insurance broker, confirming the following coverages:

• Builder's Risk / Property Insurance: Commonwealth Mutual Insurance Co. (policy effective upon commencement of construction, with coverage limits consistent with full replacement cost of the Project)

• Commercial General Liability Insurance: Ridgeway Casualty Group Inc. (with per-occurrence and aggregate limits as specified in Exhibit E to the PPA)

9. Pecos County Conditional Use Permit: Evidence of Pecos County Conditional Use Permit CUP-2025-012, approved by the Pecos County Commissioners Court on February 10, 2025, authorizing the construction and operation of the Saguaro Flats Solar Project on the Project site.

10. ERCOT Large Generation Interconnection Agreement: Evidence of the fully executed Large Generation Interconnection Agreement between Saguaro Flats Solar LLC and West Texas Wires LLC (as the Interconnecting Utility), executed on May 15, 2025, under ERCOT Queue Position ERCOT-GI-2024-0437.

B. Buyer Deliverables — Confirmed as Received

The following deliverables were executed and/or delivered by or on behalf of the Buyer and have been received by the Seller and confirmed by our office:

1. Executed PPA (Buyer's Counterpart Signature Pages): Fully executed counterpart signature pages to the Power Purchase Agreement, executed by an authorized officer of Meridian DataCore Solutions Inc.

2. Buyer Corporate Guaranty: Corporate guaranty executed by Meridian DataCore Solutions Inc. in favor of Saguaro Flats Solar LLC, in the form of Exhibit C to the PPA, guaranteeing the Buyer's payment obligations under the Agreement, capped at $14,000,000 (equal to approximately two years of estimated PPA revenues).

3. Buyer Officer's Certificate: Executed Officer's Certificate of Meridian DataCore Solutions Inc. certifying (a) due organization and valid existence, (b) good standing, (c) due authorization, (d) truth and accuracy of representations and warranties, and (e) absence of default.

4. Buyer Secretary's Certificate and Board Resolutions: Executed Secretary's Certificate of Meridian DataCore Solutions Inc., together with certified copies of the resolutions of the Board of Directors of Meridian DataCore Solutions Inc. authorizing the execution, delivery, and performance of the PPA, the Buyer Corporate Guaranty, and the Lender Consent Agreement.

C. Tri-Party Deliverables

The following tri-party deliverable was executed and delivered in connection with the closing:

1. Executed Lender Consent and Direct Agreement (Consent to Collateral Assignment of PPA): Fully executed Consent to Collateral Assignment and Lender Direct Agreement among Saguaro Flats Solar LLC (as Seller), Meridian DataCore Solutions Inc. (as Buyer), and Tralvendo National Bank, N.A. (as Administrative Agent), in the form of Exhibit F to the PPA. The Lender Consent Agreement was executed by all three parties and their respective counsel have confirmed that the final executed version is in agreed form.

D. Filing and Record-Keeping

All originals and fully executed counterpart copies of the PPA and all related closing deliverables are being maintained in the Calderwood & Harkness LLP document management system under Matter No. 1015-00002. Complete electronic copies of all executed documents have been transmitted to Rachel Muñoz and Derek Engstrom via our secure file-sharing platform. Should you require additional copies of any closing deliverables, or should you wish to review the original executed documents, please do not hesitate to contact Brett Callahan or David Stanton at our office.

IV. Immediate Next Steps

With the PPA now fully executed and all closing deliverables confirmed, the Project enters its next critical phase of development. Set forth below is a summary of the immediate next steps that require attention from CBR and the project team.

A. Construction Loan Closing — Tralvendo National Bank, N.A.

The most immediate priority following PPA execution is the closing of the senior secured construction-to-term loan facility with Tralvendo National Bank, N.A. and the lender syndicate. The key parameters of the financing are as follows:

Target Closing Date: October 1, 2025.

Facility: $108,000,000 senior secured construction-to-term loan, structured to convert from a construction loan to a fully amortizing term loan upon achievement of the Commercial Operation Date.

Administrative Agent and Lead Arranger: Tralvendo National Bank, N.A. The primary contact at Tralvendo is Diane Roessler, Director, Project Finance.

Syndicate Lenders: The loan facility will be syndicated among the following institutions, with the following commitments:

Interest Rate: Term SOFR plus 200 basis points during the construction period; converting to Term SOFR plus 175 basis points following conversion to the term loan upon COD achievement. The interest rate spread reduction at conversion reflects the reduced risk profile of the Project once it has achieved commercial operation and is generating contracted revenue under the PPA.

Debt-to-Equity Ratio: The Project is being financed on a 70/30 debt-to-equity basis. The $108,000,000 debt component will be provided by the Tralvendo syndicate. The equity component of approximately $46,300,000 will be contributed by CBR and its equity partner, Ridgepoint Capital Partners LP, consistent with the terms of the equity contribution agreement between CBR and Ridgepoint.

Total Project Cost: The total estimated Project cost is approximately $154,300,000, comprising the following:

• EPC Contract (Sunbelt Power Construction LLC): $142,500,000

• Soft costs (development, legal, permitting, insurance, financing costs): approximately $6,200,000

• Land and ground lease prepayments: approximately $1,800,000

• Interconnection costs: approximately $2,300,000

• Reserves (debt service reserve, maintenance reserve, working capital): approximately $1,500,000

• Total: approximately $154,300,000

Minimum DSCR Covenant: The credit agreement will include a minimum debt service coverage ratio ("DSCR") covenant of 1.30x. Based on the financial model prepared in connection with the loan syndication process, the Project is projected to achieve a DSCR of approximately 1.35x at P50 production levels and Year 1 PPA pricing, providing adequate cushion above the covenant threshold.

Lender's Counsel: Whitfield Stroval & Cade LLP, 51 West 52nd Street, 30th Floor, New York, New York 10019. The lead attorney is Philip Thornton.

Calderwood & Harkness Coordination: Helen Nakamura (Of Counsel, Project Finance, Calderwood & Harkness LLP) will continue to serve as lead counsel coordinating with Whitfield Stroval & Cade LLP on the outstanding construction loan documentation, including the credit agreement, the security agreement, the mortgage and deed of trust, the pledge agreement, the collateral assignment of project contracts, the depositary agreement, and the lender's independent engineer report being prepared by Gresham Engineering Advisors Inc. Helen has been in regular communication with Philip Thornton and his team and anticipates that the credit agreement will be in substantially final form by September 25, 2025, in advance of the October 1 target closing date.

Conditions Precedent Satisfied: We note that the executed PPA and the executed Lender Consent Agreement represent two of the most significant conditions precedent to the construction loan closing. With these documents now in place, the remaining conditions precedent to loan closing are primarily administrative and documentary in nature. We would, however, ask that CBR ensure timely delivery of the following remaining items that are outstanding as of the date of this letter:

• Updated P50/P90 energy production report from Heliograph Energy Consulting LLC, reflecting any revisions to the solar resource data or module degradation assumptions since the preliminary report dated May 2025;

• Audited financial statements of Calloway-Briggs Renewables Inc. for the fiscal year ended December 31, 2024, prepared in accordance with U.S. GAAP and audited by Aldgate & Pryor CPAs LLP; and

• Any other deliverables identified by Tralvendo or its counsel in the final conditions precedent checklist, which we expect to receive in the coming days.

B. Notice to Proceed — Sunbelt Power Construction LLC

Target NTP Date: October 15, 2025.

Following the construction loan closing, CBR should issue a formal Notice to Proceed ("NTP") to Sunbelt Power Construction LLC (2100 Industrial Blvd., San Antonio, Texas 78221) to commence physical construction of the Saguaro Flats Solar Project under the fixed-price, turnkey EPC contract with a total contract value of $142,500,000.

Issuance of the NTP is contingent upon the successful closing of the Tralvendo construction loan facility. No construction activities requiring capital expenditures should be initiated, and no draw requests should be submitted, prior to the closing of the construction loan and the satisfaction of all conditions precedent to the initial funding.

Based on the construction schedule incorporated in the EPC contract, the Project contemplates an approximately 18-month construction period from NTP to COD, which supports the target COD of April 1, 2027. CBR should coordinate closely with Sunbelt's project manager to confirm site mobilization plans, procurement timelines for major equipment (modules, trackers, inverters, and transformers), and the sequencing of civil, mechanical, and electrical work. Derek Engstrom and the CBR project development team should also coordinate with Gresham Engineering Advisors Inc. regarding the schedule for the independent engineer's construction monitoring visits.

C. Tax Credit Considerations

The Saguaro Flats Solar Project intends to qualify for the federal Investment Tax Credit ("ITC") under Section 48 of the Internal Revenue Code at a rate of 30%. Based on the EPC contract value of $142,500,000 (which constitutes the principal component of the Project's eligible basis), the estimated ITC value is approximately $42,750,000. The ITC represents a substantial component of the Project's overall economics and return to equity investors.

Samuel Reeves (Associate, Tax, Calderwood & Harkness LLP) remains available to advise CBR on all aspects of ITC compliance, including the following:

• Qualification of the Project for the 30% ITC rate, including analysis of any applicable bonus adders (e.g., domestic content bonus, energy community bonus) that may further enhance the ITC value;

• The interaction between the virtual PPA / CfD contract structure and tax ownership of the Project, including confirmation that the financial settlement structure of the PPA does not create adverse tax consequences or jeopardize the Project's eligibility for the ITC;

• Compliance with the "placed in service" requirements under Section 48 and the applicable Treasury Regulations, including the relationship between the Project's COD under the PPA and the placed-in-service date for ITC purposes; and

• Any implications arising from the transferability provisions for clean energy tax credits under the Inflation Reduction Act of 2022, should CBR elect to monetize all or a portion of the ITC through a credit transfer transaction.

CBR should also consult with its outside accountants at Aldgate & Pryor CPAs LLP regarding the timing of the ITC claim, the placed-in-service determination relative to the expected COD, and the impact of the ITC on CBR's consolidated tax position.

D. Ongoing PPA Compliance Monitoring

With the PPA now in effect (subject to commencement of the delivery term on the COD), CBR should establish internal processes and systems to ensure ongoing compliance with the Seller's obligations under the Agreement. Key areas requiring attention include the following:

Availability Tracking: CBR should establish monitoring systems capable of calculating and tracking the Project's availability on a rolling 12-month basis, consistent with the PPA's measurement methodology (Available Hours ÷ Period Hours × 100, excluding Force Majeure, curtailment, and scheduled maintenance up to 200 hours per year). We recommend that CBR implement automated data collection and reporting tools that interface with the Project's supervisory control and data acquisition (SCADA) system and that can generate availability reports on at least a monthly basis for internal review.

Scheduled Maintenance Management: CBR must ensure that annual scheduled maintenance does not exceed the 200-hour-per-Contract-Year allowance under the PPA. Maintenance activities should be carefully planned and documented, and CBR should maintain detailed records of all scheduled maintenance hours to support availability calculations and to respond to any inquiries from the Buyer.

Reporting Obligations: The PPA includes quarterly and annual reporting requirements to the Buyer, including reports on energy generation, availability, maintenance activities, and other operational metrics. CBR should establish a compliance calendar to ensure that all reporting deadlines are met and that the content of the reports is consistent with the requirements of the PPA.

Insurance Maintenance: CBR must maintain all required insurance coverages as specified in Exhibit E to the PPA throughout the full PPA term, including property/all-risk, commercial general liability, business interruption, and any other coverages required thereunder. CBR should coordinate with Fieldstone Risk Advisors LLC to ensure timely renewal of all policies and delivery of updated certificates of insurance to the Buyer as required.

Credit Support Monitoring: CBR should closely monitor the renewal dates and terms of the Seller's standby letter of credit issued by Tralvendo National Bank, N.A. The letter of credit must be renewed or replaced not less than thirty (30) days prior to its expiration. In addition, CBR should track the conditions required for the reduction of the letter of credit amount from $7,000,000 to $3,500,000 after the fifth anniversary of COD, including the requirement that no Seller event of default be outstanding at the time of reduction.

E. COD Notice Requirements

Under the PPA, the Seller is subject to specific notice requirements in connection with the achievement of the Commercial Operation Date:

Preliminary COD Notice: The Seller must provide the Buyer with written notice of the anticipated COD not less than sixty (60) days and not more than one hundred twenty (120) days prior to the expected COD. Based on the target COD of April 1, 2027, this preliminary notice must be delivered to the Buyer no earlier than approximately December 1, 2026 and no later than approximately February 1, 2027. CBR should calendar these dates and begin preparing the preliminary COD notice well in advance.

COD Confirmation Notice: Following actual achievement of the COD, the Seller must provide the Buyer with written confirmation of actual COD achievement within five (5) business days after the COD. This confirmation must be accompanied by the Seller's COD Certificate and such supporting documentation as may be required under the PPA.

Lender Notice Coordination: The Tralvendo credit agreement will contain its own set of COD-related notice requirements and conditions precedent to the conversion of the construction loan to a term loan. CBR should ensure that COD notices under the PPA and COD notices under the credit agreement are prepared and delivered simultaneously, and that the substance of such notices is consistent across both documents.

Independent Engineer Coordination: CBR should work with Gresham Engineering Advisors Inc. (the lender's Independent Engineer) regarding COD testing and certification procedures. The Independent Engineer will be required to confirm that the Project has satisfied the technical and performance criteria for COD, and CBR should allow adequate time in the construction schedule for testing, punch-list completion, and certification.

F. Interconnection and Transmission

CBR should maintain ongoing coordination with West Texas Wires LLC regarding the construction and readiness of the interconnection facilities at the Ft. Stockton 345 kV Substation. The timely completion of the interconnection facilities is critical to achieving the target COD, and any delays in interconnection construction could impact the Project's ability to commence commercial operations on schedule.

Additionally, CBR should continue to monitor compliance with all requirements under the ERCOT Large Generation Interconnection Agreement (Queue Position ERCOT-GI-2024-0437) and ensure that all interconnection milestones, including any required network upgrades or transmission system studies, are progressing in accordance with the agreed timeline. Any material developments regarding the interconnection facilities or ERCOT requirements should be promptly communicated to our office so that we may assess any potential implications for the PPA or the Tralvendo credit documentation.

V. Document Retention and Engagement

All executed transaction documents relating to the PPA and the related closing deliverables are being maintained in the Calderwood & Harkness LLP document management system under Matter No. 1015-00002. We will continue to maintain these records in accordance with our firm's document retention policies and applicable professional responsibility obligations.

Calderwood & Harkness LLP will continue to represent Calloway-Briggs Renewables Inc. on all matters relating to the PPA and the Saguaro Flats Solar Project, including the upcoming construction loan closing, NTP issuance, and ongoing PPA compliance. The Calderwood & Harkness engagement team for this matter consists of the following attorneys:

The standard billing arrangements as set forth in the engagement letter dated June 20, 2025, between Calderwood & Harkness LLP and Calloway-Briggs Renewables Inc. continue to apply. Should you have any questions regarding billing or the scope of our ongoing engagement, please do not hesitate to contact George Trujillo directly.

VI. Closing

It has been a privilege for our team to serve as counsel to Calloway-Briggs Renewables Inc. throughout the negotiation and execution of this transformative power purchase agreement. The successful execution of the PPA with Meridian DataCore Solutions Inc. represents a significant milestone for CBR and for the Saguaro Flats Solar Project, and it positions the Project for a successful construction loan closing and progression through the development, construction, and commissioning phases.

We would welcome the opportunity to schedule a debrief call with you, Janet Okafor, and Derek Engstrom at your earliest convenience to discuss any questions you or the CBR team may have regarding the executed PPA, the terms summarized herein, or the upcoming construction loan closing and related next steps. Please let us know your availability, and we will coordinate accordingly.

Finally, as a reminder, we would suggest that Ridgepoint Capital Partners LP — and in particular Alan Driscoll, Managing Partner — be kept apprised of the construction loan closing timeline and the progress toward NTP, given Ridgepoint's 68% equity stake in CBR. Keeping Ridgepoint informed at each stage of the Project's development will help ensure alignment among all stakeholders and facilitate any equity capital call requirements in connection with the construction loan closing.

Please do not hesitate to reach out to me or any member of the engagement team should you have questions or require further assistance. We look forward to continuing our work with CBR on this exciting project.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Patricia Dunmore Partner, Energy & Infrastructure Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, Texas 77002 Direct: (713) 555-8427

Email: pdunmore@calderwoodharkness.com

cc:

Lena Calloway-Briggs, Chairwoman & CEO, Calloway-Briggs Renewables Inc. Janet Okafor, SVP, Origination & Commercial, Calloway-Briggs Renewables Inc. Derek Engstrom, VP, Project Finance & Treasury, Calloway-Briggs Renewables Inc. George Trujillo, Calderwood & Harkness LLP Brett Callahan, Calderwood & Harkness LLP Helen Nakamura, Calderwood & Harkness LLP

Enclosures:

1. Fully executed Power Purchase Agreement (with Exhibits A through F)

2. Buyer Corporate Guaranty (Meridian DataCore Solutions Inc.)

3. Seller Standby Letter of Credit (Tralvendo National Bank, N.A. — $7,000,000)

4. Lender Consent and Direct Agreement (Consent to Collateral Assignment of PPA)

5. Officer's Certificate of Saguaro Flats Solar LLC

6. Secretary's / Manager's Certificate and Resolutions of Saguaro Flats Solar LLC

7. Calderwood & Harkness LLP Legal Opinion

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION This letter and its enclosures contain information that is confidential, proprietary, and subject to the attorney-client privilege and/or the work product doctrine. This communication is intended solely for the use of the addressee and the individuals and entities copied hereon. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this communication in error, please notify Calderwood & Harkness LLP immediately and destroy all copies.

Contract Year	Contract Price ($/MWh)
Years 1–5	$20.00
Year 6	$20.30
Year 10	~$21.55
Year 15	~$23.22
Year 20	~$25.02
Lender	Commitment
Tralvendo National Bank, N.A. (hold position)	$21,000,000
Osprey Commercial Lending Corp.	$36,000,000
Grandview Savings Bank, FSB	$27,000,000
Blue Prairie Capital Markets LLC	$24,000,000
Total	$108,000,000
Attorney	Role
Patricia Dunmore	Responsible Partner
George Trujillo	Billing Partner
Brett Callahan	Lead Associate
David Stanton	Working Associate
Helen Nakamura	Of Counsel, Project Finance
Samuel Reeves	Associate, Tax

CALDERWOOD & HARKNESS LLP Attorneys at Law
1100 Louisiana Street, Suite 4500 Houston, Texas 77002 Telephone: (713) 555-8400 Facsimile: (713) 555-8401 www.calderwoodharkness.com
September 16, 2025
Via Email and U.S. Mail
Rachel Muñoz, Esq. General Counsel Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, Texas 77002
Re: Saguaro Flats Solar Project — Executed Power Purchase Agreement between Saguaro Flats Solar LLC and Meridian DataCore Solutions Inc. Matter No.: 1015-00002
Dear Rachel:
I. Introduction and Purpose
We are pleased to confirm that the Power Purchase Agreement (the "PPA" or the "Agreement") was duly executed on September 15, 2025, by and between Saguaro Flats Solar LLC, a Delaware limited liability company (the "Seller"), and Meridian DataCore Solutions Inc., a Delaware corporation (Nasdaq: MDCS) (the "Buyer"). The PPA governs the long-term purchase and sale of energy and environmental attributes associated with the Saguaro Flats Solar Project, a 195 MWdc / 150 MWac ground-mounted solar photovoltaic generating facility to be located in Pecos County, Texas (the "Project").
The purpose of this letter is threefold: (i) to provide Calloway-Briggs Renewables Inc. ("CBR") with a detailed summary of the key commercial and legal terms of the executed PPA for the benefit of CBR's internal records and ongoing project management; (ii) to confirm the delivery and receipt of all closing deliverables exchanged by the parties and the Administrative Agent in connection with the PPA execution; and (iii) to outline the immediate next steps for CBR and the broader project team as the Project transitions from the origination and contracting phase into construction financing and physical development.
We note that the PPA was executed in full accordance with the resolutions duly adopted by Calloway-Briggs Renewables Inc., in its capacity as Manager of Saguaro Flats Solar LLC, as certified in the Secretary's / Manager's Certificate delivered at closing. All requisite corporate and entity-level approvals were obtained prior to execution, and the PPA constitutes a valid and binding obligation of the Seller enforceable in accordance with its terms, subject to customary enforceability qualifications as set forth in our legal opinion delivered to Buyer.
On behalf of the entire Calderwood & Harkness engagement team, I would like to extend our sincere congratulations to the CBR team — Lena Calloway-Briggs, Marcus Tiernan, Janet Okafor, Derek Engstrom, and you — on reaching this significant commercial milestone. The successful execution of the PPA with Meridian DataCore Solutions Inc. represents the culmination of months of intensive negotiation and positions the Saguaro Flats Solar Project for the next critical phases of its development. We are proud to have served as CBR's counsel throughout this process and look forward to continuing our representation as the Project advances toward construction loan closing, notice to proceed, and ultimately, commercial operation.
II. Summary of Key Terms of the Executed PPA
Set forth below is a summary of the principal terms and provisions of the executed PPA. This summary is provided for convenience of reference only and is qualified in its entirety by the actual terms of the fully executed Agreement, a copy of which is enclosed with this letter. In the event of any inconsistency between this summary and the executed PPA, the terms of the executed PPA shall control.
A. Parties. The parties to the PPA are as follows:
Seller: Saguaro Flats Solar LLC (EIN: 93-1284506), a limited liability company duly organized and validly existing under the laws of the State of Delaware. Saguaro Flats Solar LLC is a wholly owned subsidiary of Calloway-Briggs Renewables Inc., a Delaware corporation, which serves as the sole Manager of the Seller under the Seller's limited liability company agreement. The Seller was formed as a special purpose entity for the purpose of developing, owning, financing, constructing, and operating the Project.
Buyer: Meridian DataCore Solutions Inc. (EIN: 47-5918320), a corporation duly organized and validly existing under the laws of the State of Delaware, with its principal executive offices located at 700 Lakeshore Parkway, Building C, Austin, Texas 78746. Meridian DataCore Solutions Inc. is a publicly traded company listed on the Nasdaq Stock Market under the ticker symbol "MDCS." Meridian DataCore is a leading provider of cloud-based enterprise data management and analytics solutions and is procuring renewable energy under the PPA as part of its publicly announced commitment to achieving 100% renewable energy coverage for its North American data center operations by 2030.
B. Project Description
The Project is described in detail in Exhibit A to the PPA (Facility Description) and is summarized as follows:
Facility Type: The Saguaro Flats Solar Project is a ground-mounted, single-axis tracking solar photovoltaic generating facility utilizing crystalline silicon bifacial modules. The facility will incorporate industry-standard single-axis horizontal tracking technology to optimize energy capture throughout the day.
Nameplate Capacity: The Project has a nameplate capacity of 195 MWdc / 150 MWac, reflecting a DC-to-AC ratio of approximately 1.30:1. This inverter loading ratio is consistent with industry standard design practices for utility-scale solar facilities in the West Texas region and is intended to maximize energy production and optimize the economic performance of the Project over the PPA term.
Site and Location: The Project will be located on approximately 1,400 acres on FM Road 1776, approximately 12 miles southeast of Fort Stockton, Pecos County, Texas 79735. The Project site is situated on land leased from Redrock Mesa Ranch LP pursuant to a 35-year ground lease agreement, which provides the Seller with exclusive rights to use and occupy the premises for the purpose of constructing, operating, and maintaining the solar generating facility for the full duration of the PPA term and beyond.
Interconnection: The Project will interconnect to the Electric Reliability Council of Texas ("ERCOT") transmission grid at the Ft. Stockton 345 kV Substation via the transmission facilities owned and operated by West Texas Wires LLC. The Project holds ERCOT Queue Position ERCOT-GI-2024-0437, and the Large Generation Interconnection Agreement ("LGIA") was executed on May 15, 2025.
EPC Contractor: The Project will be constructed on a fixed-price, turnkey basis by Sunbelt Power Construction LLC, an experienced utility-scale solar EPC contractor headquartered in San Antonio, Texas, pursuant to an Engineering, Procurement, and Construction Agreement with a total contract value of $142,500,000. The EPC contract includes customary performance guarantees, warranty provisions, and liquidated damages for schedule delays and capacity shortfalls.
C. Term and Commercial Operation Date
PPA Term: The PPA has a term of twenty (20) years, commencing on the Commercial Operation Date (as defined in the PPA) and expiring on the twentieth anniversary thereof, unless earlier terminated in accordance with the Agreement's provisions.
Expected Commercial Operation Date ("COD"): The expected COD under the PPA is April 1, 2027. The COD is defined in the Agreement as the date on which the Project satisfies certain conditions, including (among others) completion of construction substantially in accordance with the Facility Description, successful completion of COD testing, execution of all required interconnection agreements, receipt of all necessary governmental permits and approvals, and delivery of the Seller's COD Certificate.
Expected PPA Expiration: Based on the expected COD of April 1, 2027, the PPA is expected to expire on March 31, 2047.
The PPA includes customary provisions addressing delays in achieving COD, including an outside date for COD achievement (the "Guaranteed COD"), after which the Buyer has certain remedies, including the right to terminate the Agreement if the delay is not cured within an agreed cure period. These delay provisions were negotiated in coordination with the construction schedule under the Sunbelt EPC contract and the projected timeline for the Tralvendo construction loan facility.
D. Contract Price and Escalation
The pricing structure under the PPA is as follows:
Initial Contract Price: The initial contract price under the PPA is $20.00 per MWh, fixed for Contract Years 1 through 5 (i.e., the first five years following the Commercial Operation Date). This fixed pricing period provides Meridian DataCore with cost certainty during the initial years of the PPA term while providing the Project with a stable revenue base during the critical post-COD period.
Annual Escalator: Commencing in Contract Year 6 and continuing through Contract Year 20, the contract price will escalate at a rate of 1.50% per annum, compounding. This escalation mechanism was negotiated as a compromise between the Seller's initial proposal of a 2.00% annual escalator and the Buyer's initial proposal of a 1.00% annual escalator. The 1.50% rate is intended to approximate long-term inflationary trends and to provide a moderate increase in PPA revenues over the term to offset anticipated increases in operating and maintenance costs.
The resulting illustrative contract prices at key points during the PPA term are as follows:
Aggregate Contract Value: The aggregate nominal contract value over the full 20-year PPA term is estimated at approximately $140,000,000, based on projected P50 energy generation. The average annual contract value is approximately $7,000,000 per year.
Estimated Energy Generation: Based on the independent energy assessment prepared by Heliograph Energy Consulting LLC, the Project is expected to generate approximately 350,000 MWh per year on a P50 basis. Over the full 20-year PPA term, the total contracted energy volume on a P50 basis is approximately 7,000,000 MWh.
E. Contract Structure and Settlement
Structure: The PPA is structured as a virtual (financial) power purchase agreement, also commonly referred to as a contract for differences ("CfD"). Under this structure, the Seller and Buyer do not engage in a physical delivery of energy. Instead, the parties settle financially based on the difference between the Contract Price and the prevailing market price at the designated Settlement Hub.
Settlement Hub: All financial settlements under the PPA are calculated by reference to the ERCOT West Hub real-time settlement point price (the "Hub Price").
Net Settlement Mechanics: For each settlement period, the net settlement amount is calculated as the Contract Price minus the Hub Price, multiplied by the metered energy generation during the applicable period. If the Contract Price exceeds the Hub Price, the Buyer pays the difference to the Seller. Conversely, if the Hub Price exceeds the Contract Price, the Seller pays the difference to the Buyer. This two-way settlement mechanism is standard for virtual PPA / CfD structures and provides the Buyer with a fixed cost of energy while exposing both parties to basis and shape risk relative to their respective delivery and consumption points.
F. Availability Guarantee
The PPA includes negotiated availability guarantee provisions, which are summarized below:
Guaranteed Availability: The Seller guarantees that the Project will achieve an availability of not less than 96.0% on a rolling 12-month basis (the "Availability Guarantee"). This threshold represents a negotiated compromise between the Seller's initial proposal of a minimum of 95.0% rolling 12-month availability and the Buyer's initial proposal of a minimum of 97.0%. After extensive discussion among the parties and their respective technical advisors, the 96.0% threshold was agreed upon as a commercially reasonable standard that appropriately balances operational flexibility for the Seller with performance assurance for the Buyer, and that is consistent with market precedent for utility-scale solar PPA transactions in the ERCOT market.
Measurement Methodology: Availability is measured as follows:
Availability (%) = (Available Hours ÷ Period Hours) × 100
For purposes of this calculation, the following periods are excluded from the determination of Period Hours: (i) periods of Force Majeure (as defined in the PPA); (ii) periods during which the Project is curtailed by the transmission operator, ERCOT, or the interconnection provider; and (iii) periods of scheduled maintenance, provided that scheduled maintenance shall not exceed 200 hours per Contract Year. The 200-hour scheduled maintenance allowance is measured on a calendar-year basis and is not subject to carry-over to subsequent years.
Availability Liquidated Damages: In the event that the Project's rolling 12-month availability falls below the 96.0% Availability Guarantee threshold, the Seller is obligated to pay the Buyer availability liquidated damages at a negotiated rate of 0.75% of trailing 12-month revenue for each 1.0% shortfall below the guarantee threshold. These liquidated damages represent a genuine pre-estimate of the Buyer's losses resulting from reduced energy generation due to underperformance and were negotiated as such between the parties.
Availability LD Cap: The Seller's aggregate liability for availability liquidated damages in any rolling 12-month period is capped at 7.5% of trailing 12-month revenues. This cap corresponds to a maximum availability shortfall of 10.0 percentage points below the guarantee threshold (i.e., availability of approximately 86.0% before the cap is reached).
Termination Trigger: The Buyer has the right to terminate the PPA if the Project's availability falls below 87.5% in any two consecutive 12-month periods and such shortfall has not been cured within the applicable cure period specified in the Agreement. This termination trigger provides an important backstop right for the Buyer in the event of persistent and material underperformance of the Project.
G. Change of Control
The PPA includes the following provisions regarding changes of control:
Seller Change of Control: In the event of a change of control of the Seller (as defined in the PPA), the Seller is required to provide prior written notice to the Buyer. Buyer consent to a Seller change of control is required only if the successor entity or new controlling party fails to meet the Minimum Credit Threshold. The "Minimum Credit Threshold" is defined as either (a) a tangible net worth of not less than $100,000,000, or (b) an investment-grade credit rating (BBB− or better, or the equivalent) from a nationally recognized statistical rating organization. No consent fee is payable by the Seller to the Buyer in connection with a Seller change of control.
Buyer Change of Control: In the event that the Buyer undergoes a change of control and the successor entity's or new controlling party's credit rating falls below BBB− (or the equivalent), the Seller has the right, at its election, to either (a) demand that the Buyer (or its successor) provide additional credit support in the form of an irrevocable standby letter of credit in an amount equal to approximately $7,000,000 (representing twelve months of estimated PPA payments), or (b) terminate the PPA upon thirty (30) days' prior written notice if such additional credit support is not posted within the period specified in the Agreement.
Lender Consent Requirement: Importantly, the PPA provides that any assignment or change of control of the Seller requires the prior written consent of Tralvendo National Bank, N.A., in its capacity as Administrative Agent under the credit agreement for the $108,000,000 construction-to-term loan facility (discussed in further detail in Section IV.A below). This consent requirement is consistent with the collateral assignment and security interest provisions of the Tralvendo credit documentation and ensures that the lender syndicate's interests in the PPA as a key component of the Project's revenue stream are protected.
H. Credit Support
The executed PPA includes the following credit support provisions:
Seller Credit Support: The Seller has delivered to the Buyer an irrevocable standby letter of credit issued by Tralvendo National Bank, N.A. in the initial amount of $7,000,000, which is equal to approximately one year of estimated PPA revenues. This letter of credit was delivered at closing and is in the form attached as Exhibit D to the PPA. The letter of credit amount will reduce to $3,500,000 after the fifth anniversary of the Commercial Operation Date, provided that no Seller event of default is then outstanding and no event has occurred that, with the passage of time or the giving of notice, would constitute a Seller event of default. The letter of credit must be maintained by the Seller throughout the PPA term and must be renewed or replaced not less than thirty (30) days prior to its expiration.
Buyer Credit Support: The Buyer has delivered to the Seller a corporate guaranty executed by Meridian DataCore Solutions Inc. in favor of Saguaro Flats Solar LLC, in the form attached as Exhibit C to the PPA, guaranteeing all of the Buyer's payment obligations under the PPA. The corporate guaranty is capped at $14,000,000, which is equal to approximately two years of estimated PPA revenues. The guaranty is a continuing guaranty that remains in effect for the duration of the PPA term and for a period of one year following the expiration or termination thereof with respect to any obligations that survived such expiration or termination.
I. Lender Consent Agreement
In connection with the execution of the PPA, the parties also executed a Consent to Collateral Assignment and Lender Direct Agreement (the "Lender Consent Agreement" or "Lender Direct Agreement") among Saguaro Flats Solar LLC (as Seller), Meridian DataCore Solutions Inc. (as Buyer), and Tralvendo National Bank, N.A. (as Administrative Agent on behalf of the lender syndicate).
The Lender Consent Agreement includes the following customary provisions:
• Acknowledgment by the Buyer of the Seller's collateral assignment of the PPA to the Administrative Agent as security for the Seller's obligations under the Tralvendo credit facility;
• Lender step-in rights, permitting the Administrative Agent (or its designee) to assume the Seller's obligations under the PPA following the exercise of remedies under the credit agreement;
• Cure rights, providing the Administrative Agent with a reasonable period (not less than sixty (60) days following notice) to cure any Seller event of default under the PPA before the Buyer may terminate the Agreement;
• The Administrative Agent's right to designate a substitute entity to perform the Seller's obligations under a replacement PPA on substantially the same terms as the existing PPA in the event of a Seller event of default and foreclosure on the Project; and
• Obligations of the Buyer to provide copies of all material notices under the PPA to the Administrative Agent concurrently with delivery to the Seller.
The Lender Consent Agreement was negotiated and coordinated among four law firms: Calderwood & Harkness LLP (as counsel to the Seller / CBR), Hargrove & Linden LLP (as counsel to the Buyer, led by Evelyn Crumveth), and Whitfield Stroval & Cade LLP (as counsel to the Administrative Agent and the lender syndicate, led by Philip Thornton). We note that the final form of the Lender Consent Agreement represents a balanced outcome that protects the interests of all three parties and is consistent with market-standard terms for project-financed renewable energy transactions.
J. Governing Law and Dispute Resolution
Governing Law: The PPA is governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction. The selection of New York law is consistent with market practice for utility-scale PPA transactions and was mutually agreed upon by the parties.
Dispute Resolution: The PPA provides for a tiered dispute resolution mechanism, as follows:
1. Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to the PPA, the parties shall first attempt to resolve the matter through good-faith negotiation between senior representatives of the parties for a period of thirty (30) days following written notice of the dispute.
2. Binding Arbitration: If the dispute is not resolved through negotiation within the 30-day period, either party may submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") in New York, New York, under the AAA Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a panel of three (3) arbitrators, with each party selecting one arbitrator and the two party-appointed arbitrators selecting the third. The arbitrators' award shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.
3. Injunctive Relief: Notwithstanding the foregoing arbitration provisions, either party may seek temporary, preliminary, or permanent injunctive relief or other equitable remedies in the Supreme Court of the State of New York, County of New York, or the United States District Court for the Southern District of New York, without first submitting the matter to arbitration. Each party irrevocably consents to the jurisdiction of such courts for purposes of any such proceeding.
III. Confirmation of Closing Deliverables
We have reviewed the closing deliverable checklist maintained by our office and confirm that all required closing deliverables were duly executed, delivered, and received on or prior to September 15, 2025, as set forth below.
A. Seller Deliverables — Confirmed as Delivered
The following deliverables were executed and/or delivered by or on behalf of the Seller in connection with the closing:
1. Executed PPA (Seller's Counterpart Signature Pages): Fully executed counterpart signature pages to the Power Purchase Agreement, executed by Janet Okafor, Senior Vice President, Origination & Commercial, in her capacity as authorized signatory of Saguaro Flats Solar LLC, pursuant to the manager resolutions of Calloway-Briggs Renewables Inc.
2. Exhibits A through F to the PPA: All six exhibits to the PPA were delivered in final, executed form, including:
• Exhibit A — Facility Description
• Exhibit B — Contract Price Schedule
• Exhibit C — Form of Buyer Guaranty
• Exhibit D — Form of Seller Letter of Credit
• Exhibit E — Insurance Requirements
• Exhibit F — Form of Lender Consent Agreement
3. Officer's Certificate of Saguaro Flats Solar LLC: Executed Officer's Certificate certifying (a) due organization and valid existence of the Seller, (b) good standing of the Seller in its jurisdiction of formation, (c) due authorization of the PPA and related transaction documents, (d) the truth and accuracy of the Seller's representations and warranties as of the date of execution, and (e) the absence of any default or event of default under the PPA as of the date of execution.
4. Secretary's / Manager's Certificate and Resolutions of Saguaro Flats Solar LLC: Executed certificate of the Manager of Saguaro Flats Solar LLC, together with a certified copy of the Seller's Limited Liability Company Agreement and the manager resolutions of Calloway-Briggs Renewables Inc. authorizing the execution, delivery, and performance of the PPA and related transaction documents on behalf of the Seller.
5. Certificates of Good Standing: Certificates of good standing for each of Calloway-Briggs Renewables Inc. and Saguaro Flats Solar LLC, issued by the Secretary of State of the State of Delaware, dated within ten (10) days of closing. Both entities are registered through Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904.
6. Irrevocable Standby Letter of Credit: Irrevocable standby letter of credit issued by Tralvendo National Bank, N.A. in the amount of $7,000,000, in the form of Exhibit D to the PPA, naming Meridian DataCore Solutions Inc. as beneficiary. The letter of credit has an initial expiration date of September 15, 2026, with an "evergreen" automatic renewal provision.
7. Calderwood & Harkness LLP Legal Opinion: Legal opinion of Calderwood & Harkness LLP addressed to Meridian DataCore Solutions Inc. and its counsel, opining as to (a) the due organization and good standing of Saguaro Flats Solar LLC, (b) the due authorization of the PPA by the Seller, (c) the enforceability of the PPA against the Seller in accordance with its terms (subject to customary qualifications for bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally, and to general principles of equity), and (d) the absence of any conflict between the PPA and the Seller's organizational documents or applicable law known to us.
8. Evidence of Insurance: Certificates of insurance issued by Fieldstone Risk Advisors LLC, the Seller's insurance broker, confirming the following coverages:
• Builder's Risk / Property Insurance: Commonwealth Mutual Insurance Co. (policy effective upon commencement of construction, with coverage limits consistent with full replacement cost of the Project)
• Commercial General Liability Insurance: Ridgeway Casualty Group Inc. (with per-occurrence and aggregate limits as specified in Exhibit E to the PPA)
9. Pecos County Conditional Use Permit: Evidence of Pecos County Conditional Use Permit CUP-2025-012, approved by the Pecos County Commissioners Court on February 10, 2025, authorizing the construction and operation of the Saguaro Flats Solar Project on the Project site.
10. ERCOT Large Generation Interconnection Agreement: Evidence of the fully executed Large Generation Interconnection Agreement between Saguaro Flats Solar LLC and West Texas Wires LLC (as the Interconnecting Utility), executed on May 15, 2025, under ERCOT Queue Position ERCOT-GI-2024-0437.
B. Buyer Deliverables — Confirmed as Received
The following deliverables were executed and/or delivered by or on behalf of the Buyer and have been received by the Seller and confirmed by our office:
1. Executed PPA (Buyer's Counterpart Signature Pages): Fully executed counterpart signature pages to the Power Purchase Agreement, executed by an authorized officer of Meridian DataCore Solutions Inc.
2. Buyer Corporate Guaranty: Corporate guaranty executed by Meridian DataCore Solutions Inc. in favor of Saguaro Flats Solar LLC, in the form of Exhibit C to the PPA, guaranteeing the Buyer's payment obligations under the Agreement, capped at $14,000,000 (equal to approximately two years of estimated PPA revenues).
3. Buyer Officer's Certificate: Executed Officer's Certificate of Meridian DataCore Solutions Inc. certifying (a) due organization and valid existence, (b) good standing, (c) due authorization, (d) truth and accuracy of representations and warranties, and (e) absence of default.
4. Buyer Secretary's Certificate and Board Resolutions: Executed Secretary's Certificate of Meridian DataCore Solutions Inc., together with certified copies of the resolutions of the Board of Directors of Meridian DataCore Solutions Inc. authorizing the execution, delivery, and performance of the PPA, the Buyer Corporate Guaranty, and the Lender Consent Agreement.
C. Tri-Party Deliverables
The following tri-party deliverable was executed and delivered in connection with the closing:
1. Executed Lender Consent and Direct Agreement (Consent to Collateral Assignment of PPA): Fully executed Consent to Collateral Assignment and Lender Direct Agreement among Saguaro Flats Solar LLC (as Seller), Meridian DataCore Solutions Inc. (as Buyer), and Tralvendo National Bank, N.A. (as Administrative Agent), in the form of Exhibit F to the PPA. The Lender Consent Agreement was executed by all three parties and their respective counsel have confirmed that the final executed version is in agreed form.
D. Filing and Record-Keeping
All originals and fully executed counterpart copies of the PPA and all related closing deliverables are being maintained in the Calderwood & Harkness LLP document management system under Matter No. 1015-00002. Complete electronic copies of all executed documents have been transmitted to Rachel Muñoz and Derek Engstrom via our secure file-sharing platform. Should you require additional copies of any closing deliverables, or should you wish to review the original executed documents, please do not hesitate to contact Brett Callahan or David Stanton at our office.
IV. Immediate Next Steps
With the PPA now fully executed and all closing deliverables confirmed, the Project enters its next critical phase of development. Set forth below is a summary of the immediate next steps that require attention from CBR and the project team.
A. Construction Loan Closing — Tralvendo National Bank, N.A.
The most immediate priority following PPA execution is the closing of the senior secured construction-to-term loan facility with Tralvendo National Bank, N.A. and the lender syndicate. The key parameters of the financing are as follows:
Target Closing Date: October 1, 2025.
Facility: $108,000,000 senior secured construction-to-term loan, structured to convert from a construction loan to a fully amortizing term loan upon achievement of the Commercial Operation Date.
Administrative Agent and Lead Arranger: Tralvendo National Bank, N.A. The primary contact at Tralvendo is Diane Roessler, Director, Project Finance.
Syndicate Lenders: The loan facility will be syndicated among the following institutions, with the following commitments:
Interest Rate: Term SOFR plus 200 basis points during the construction period; converting to Term SOFR plus 175 basis points following conversion to the term loan upon COD achievement. The interest rate spread reduction at conversion reflects the reduced risk profile of the Project once it has achieved commercial operation and is generating contracted revenue under the PPA.
Debt-to-Equity Ratio: The Project is being financed on a 70/30 debt-to-equity basis. The $108,000,000 debt component will be provided by the Tralvendo syndicate. The equity component of approximately $46,300,000 will be contributed by CBR and its equity partner, Ridgepoint Capital Partners LP, consistent with the terms of the equity contribution agreement between CBR and Ridgepoint.
Total Project Cost: The total estimated Project cost is approximately $154,300,000, comprising the following:
• EPC Contract (Sunbelt Power Construction LLC): $142,500,000
• Soft costs (development, legal, permitting, insurance, financing costs): approximately $6,200,000
• Land and ground lease prepayments: approximately $1,800,000
• Interconnection costs: approximately $2,300,000
• Reserves (debt service reserve, maintenance reserve, working capital): approximately $1,500,000
• Total: approximately $154,300,000
Minimum DSCR Covenant: The credit agreement will include a minimum debt service coverage ratio ("DSCR") covenant of 1.30x. Based on the financial model prepared in connection with the loan syndication process, the Project is projected to achieve a DSCR of approximately 1.35x at P50 production levels and Year 1 PPA pricing, providing adequate cushion above the covenant threshold.
Lender's Counsel: Whitfield Stroval & Cade LLP, 51 West 52nd Street, 30th Floor, New York, New York 10019. The lead attorney is Philip Thornton.
Calderwood & Harkness Coordination: Helen Nakamura (Of Counsel, Project Finance, Calderwood & Harkness LLP) will continue to serve as lead counsel coordinating with Whitfield Stroval & Cade LLP on the outstanding construction loan documentation, including the credit agreement, the security agreement, the mortgage and deed of trust, the pledge agreement, the collateral assignment of project contracts, the depositary agreement, and the lender's independent engineer report being prepared by Gresham Engineering Advisors Inc. Helen has been in regular communication with Philip Thornton and his team and anticipates that the credit agreement will be in substantially final form by September 25, 2025, in advance of the October 1 target closing date.
Conditions Precedent Satisfied: We note that the executed PPA and the executed Lender Consent Agreement represent two of the most significant conditions precedent to the construction loan closing. With these documents now in place, the remaining conditions precedent to loan closing are primarily administrative and documentary in nature. We would, however, ask that CBR ensure timely delivery of the following remaining items that are outstanding as of the date of this letter:
• Updated P50/P90 energy production report from Heliograph Energy Consulting LLC, reflecting any revisions to the solar resource data or module degradation assumptions since the preliminary report dated May 2025;
• Audited financial statements of Calloway-Briggs Renewables Inc. for the fiscal year ended December 31, 2024, prepared in accordance with U.S. GAAP and audited by Aldgate & Pryor CPAs LLP; and
• Any other deliverables identified by Tralvendo or its counsel in the final conditions precedent checklist, which we expect to receive in the coming days.
B. Notice to Proceed — Sunbelt Power Construction LLC
Target NTP Date: October 15, 2025.
Following the construction loan closing, CBR should issue a formal Notice to Proceed ("NTP") to Sunbelt Power Construction LLC (2100 Industrial Blvd., San Antonio, Texas 78221) to commence physical construction of the Saguaro Flats Solar Project under the fixed-price, turnkey EPC contract with a total contract value of $142,500,000.
Issuance of the NTP is contingent upon the successful closing of the Tralvendo construction loan facility. No construction activities requiring capital expenditures should be initiated, and no draw requests should be submitted, prior to the closing of the construction loan and the satisfaction of all conditions precedent to the initial funding.
Based on the construction schedule incorporated in the EPC contract, the Project contemplates an approximately 18-month construction period from NTP to COD, which supports the target COD of April 1, 2027. CBR should coordinate closely with Sunbelt's project manager to confirm site mobilization plans, procurement timelines for major equipment (modules, trackers, inverters, and transformers), and the sequencing of civil, mechanical, and electrical work. Derek Engstrom and the CBR project development team should also coordinate with Gresham Engineering Advisors Inc. regarding the schedule for the independent engineer's construction monitoring visits.
C. Tax Credit Considerations
The Saguaro Flats Solar Project intends to qualify for the federal Investment Tax Credit ("ITC") under Section 48 of the Internal Revenue Code at a rate of 30%. Based on the EPC contract value of $142,500,000 (which constitutes the principal component of the Project's eligible basis), the estimated ITC value is approximately $42,750,000. The ITC represents a substantial component of the Project's overall economics and return to equity investors.
Samuel Reeves (Associate, Tax, Calderwood & Harkness LLP) remains available to advise CBR on all aspects of ITC compliance, including the following:
• Qualification of the Project for the 30% ITC rate, including analysis of any applicable bonus adders (e.g., domestic content bonus, energy community bonus) that may further enhance the ITC value;
• The interaction between the virtual PPA / CfD contract structure and tax ownership of the Project, including confirmation that the financial settlement structure of the PPA does not create adverse tax consequences or jeopardize the Project's eligibility for the ITC;
• Compliance with the "placed in service" requirements under Section 48 and the applicable Treasury Regulations, including the relationship between the Project's COD under the PPA and the placed-in-service date for ITC purposes; and
• Any implications arising from the transferability provisions for clean energy tax credits under the Inflation Reduction Act of 2022, should CBR elect to monetize all or a portion of the ITC through a credit transfer transaction.
CBR should also consult with its outside accountants at Aldgate & Pryor CPAs LLP regarding the timing of the ITC claim, the placed-in-service determination relative to the expected COD, and the impact of the ITC on CBR's consolidated tax position.
D. Ongoing PPA Compliance Monitoring
With the PPA now in effect (subject to commencement of the delivery term on the COD), CBR should establish internal processes and systems to ensure ongoing compliance with the Seller's obligations under the Agreement. Key areas requiring attention include the following:
Availability Tracking: CBR should establish monitoring systems capable of calculating and tracking the Project's availability on a rolling 12-month basis, consistent with the PPA's measurement methodology (Available Hours ÷ Period Hours × 100, excluding Force Majeure, curtailment, and scheduled maintenance up to 200 hours per year). We recommend that CBR implement automated data collection and reporting tools that interface with the Project's supervisory control and data acquisition (SCADA) system and that can generate availability reports on at least a monthly basis for internal review.
Scheduled Maintenance Management: CBR must ensure that annual scheduled maintenance does not exceed the 200-hour-per-Contract-Year allowance under the PPA. Maintenance activities should be carefully planned and documented, and CBR should maintain detailed records of all scheduled maintenance hours to support availability calculations and to respond to any inquiries from the Buyer.
Reporting Obligations: The PPA includes quarterly and annual reporting requirements to the Buyer, including reports on energy generation, availability, maintenance activities, and other operational metrics. CBR should establish a compliance calendar to ensure that all reporting deadlines are met and that the content of the reports is consistent with the requirements of the PPA.
Insurance Maintenance: CBR must maintain all required insurance coverages as specified in Exhibit E to the PPA throughout the full PPA term, including property/all-risk, commercial general liability, business interruption, and any other coverages required thereunder. CBR should coordinate with Fieldstone Risk Advisors LLC to ensure timely renewal of all policies and delivery of updated certificates of insurance to the Buyer as required.
Credit Support Monitoring: CBR should closely monitor the renewal dates and terms of the Seller's standby letter of credit issued by Tralvendo National Bank, N.A. The letter of credit must be renewed or replaced not less than thirty (30) days prior to its expiration. In addition, CBR should track the conditions required for the reduction of the letter of credit amount from $7,000,000 to $3,500,000 after the fifth anniversary of COD, including the requirement that no Seller event of default be outstanding at the time of reduction.
E. COD Notice Requirements
Under the PPA, the Seller is subject to specific notice requirements in connection with the achievement of the Commercial Operation Date:
Preliminary COD Notice: The Seller must provide the Buyer with written notice of the anticipated COD not less than sixty (60) days and not more than one hundred twenty (120) days prior to the expected COD. Based on the target COD of April 1, 2027, this preliminary notice must be delivered to the Buyer no earlier than approximately December 1, 2026 and no later than approximately February 1, 2027. CBR should calendar these dates and begin preparing the preliminary COD notice well in advance.
COD Confirmation Notice: Following actual achievement of the COD, the Seller must provide the Buyer with written confirmation of actual COD achievement within five (5) business days after the COD. This confirmation must be accompanied by the Seller's COD Certificate and such supporting documentation as may be required under the PPA.
Lender Notice Coordination: The Tralvendo credit agreement will contain its own set of COD-related notice requirements and conditions precedent to the conversion of the construction loan to a term loan. CBR should ensure that COD notices under the PPA and COD notices under the credit agreement are prepared and delivered simultaneously, and that the substance of such notices is consistent across both documents.
Independent Engineer Coordination: CBR should work with Gresham Engineering Advisors Inc. (the lender's Independent Engineer) regarding COD testing and certification procedures. The Independent Engineer will be required to confirm that the Project has satisfied the technical and performance criteria for COD, and CBR should allow adequate time in the construction schedule for testing, punch-list completion, and certification.
F. Interconnection and Transmission
CBR should maintain ongoing coordination with West Texas Wires LLC regarding the construction and readiness of the interconnection facilities at the Ft. Stockton 345 kV Substation. The timely completion of the interconnection facilities is critical to achieving the target COD, and any delays in interconnection construction could impact the Project's ability to commence commercial operations on schedule.
Additionally, CBR should continue to monitor compliance with all requirements under the ERCOT Large Generation Interconnection Agreement (Queue Position ERCOT-GI-2024-0437) and ensure that all interconnection milestones, including any required network upgrades or transmission system studies, are progressing in accordance with the agreed timeline. Any material developments regarding the interconnection facilities or ERCOT requirements should be promptly communicated to our office so that we may assess any potential implications for the PPA or the Tralvendo credit documentation.
V. Document Retention and Engagement
All executed transaction documents relating to the PPA and the related closing deliverables are being maintained in the Calderwood & Harkness LLP document management system under Matter No. 1015-00002. We will continue to maintain these records in accordance with our firm's document retention policies and applicable professional responsibility obligations.
Calderwood & Harkness LLP will continue to represent Calloway-Briggs Renewables Inc. on all matters relating to the PPA and the Saguaro Flats Solar Project, including the upcoming construction loan closing, NTP issuance, and ongoing PPA compliance. The Calderwood & Harkness engagement team for this matter consists of the following attorneys:
The standard billing arrangements as set forth in the engagement letter dated June 20, 2025, between Calderwood & Harkness LLP and Calloway-Briggs Renewables Inc. continue to apply. Should you have any questions regarding billing or the scope of our ongoing engagement, please do not hesitate to contact George Trujillo directly.
VI. Closing
It has been a privilege for our team to serve as counsel to Calloway-Briggs Renewables Inc. throughout the negotiation and execution of this transformative power purchase agreement. The successful execution of the PPA with Meridian DataCore Solutions Inc. represents a significant milestone for CBR and for the Saguaro Flats Solar Project, and it positions the Project for a successful construction loan closing and progression through the development, construction, and commissioning phases.
We would welcome the opportunity to schedule a debrief call with you, Janet Okafor, and Derek Engstrom at your earliest convenience to discuss any questions you or the CBR team may have regarding the executed PPA, the terms summarized herein, or the upcoming construction loan closing and related next steps. Please let us know your availability, and we will coordinate accordingly.
Finally, as a reminder, we would suggest that Ridgepoint Capital Partners LP — and in particular Alan Driscoll, Managing Partner — be kept apprised of the construction loan closing timeline and the progress toward NTP, given Ridgepoint's 68% equity stake in CBR. Keeping Ridgepoint informed at each stage of the Project's development will help ensure alignment among all stakeholders and facilitate any equity capital call requirements in connection with the construction loan closing.
Please do not hesitate to reach out to me or any member of the engagement team should you have questions or require further assistance. We look forward to continuing our work with CBR on this exciting project.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Patricia Dunmore Partner, Energy & Infrastructure Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, Texas 77002 Direct: (713) 555-8427
Email: pdunmore@calderwoodharkness.com
cc:
Lena Calloway-Briggs, Chairwoman & CEO, Calloway-Briggs Renewables Inc. Janet Okafor, SVP, Origination & Commercial, Calloway-Briggs Renewables Inc. Derek Engstrom, VP, Project Finance & Treasury, Calloway-Briggs Renewables Inc. George Trujillo, Calderwood & Harkness LLP Brett Callahan, Calderwood & Harkness LLP Helen Nakamura, Calderwood & Harkness LLP
Enclosures:
1. Fully executed Power Purchase Agreement (with Exhibits A through F)
2. Buyer Corporate Guaranty (Meridian DataCore Solutions Inc.)
3. Seller Standby Letter of Credit (Tralvendo National Bank, N.A. — $7,000,000)
4. Lender Consent and Direct Agreement (Consent to Collateral Assignment of PPA)
5. Officer's Certificate of Saguaro Flats Solar LLC
6. Secretary's / Manager's Certificate and Resolutions of Saguaro Flats Solar LLC
7. Calderwood & Harkness LLP Legal Opinion
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION This letter and its enclosures contain information that is confidential, proprietary, and subject to the attorney-client privilege and/or the work product doctrine. This communication is intended solely for the use of the addressee and the individuals and entities copied hereon. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this communication in error, please notify Calderwood & Harkness LLP immediately and destroy all copies.
Contract Year | Contract Price ($/MWh)
Years 1–5 | $20.00
Year 6 | $20.30
Year 10 | ~$21.55
Year 15 | ~$23.22
Year 20 | ~$25.02
Lender | Commitment
Tralvendo National Bank, N.A. (hold position) | $21,000,000
Osprey Commercial Lending Corp. | $36,000,000
Grandview Savings Bank, FSB | $27,000,000
Blue Prairie Capital Markets LLC | $24,000,000
Total | $108,000,000
Attorney | Role
Patricia Dunmore | Responsible Partner
George Trujillo | Billing Partner
Brett Callahan | Lead Associate
David Stanton | Working Associate
Helen Nakamura | Of Counsel, Project Finance
Samuel Reeves | Associate, Tax

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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