1015-00002 · Calloway-Briggs Renewables Inc · Engagement & Administration

engagement-letter-cbr.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) 555-4200 Facsimile: (713) 555-4201 www.calderwoodharkness.com

June 20, 2025

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

Re: Engagement of Calderwood & Harkness LLP by Calloway-Briggs Renewables Inc. — Power Purchase Agreement for the Saguaro Flats Solar Project Matter No. 1015-00002

Dear Ms. Muñoz:

1. Purpose and Engagement

Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Calloway-Briggs Renewables Inc. ("CBR"), a corporation organized and existing under the laws of the State of Delaware, as outside legal counsel in connection with the matter described herein. We appreciate the confidence that CBR has placed in our Firm, and we look forward to providing CBR with effective and efficient legal representation throughout this engagement.

This letter (this "Engagement Letter") sets forth the terms and conditions under which Calderwood & Harkness will provide legal services to CBR in connection with the matter described below. This Engagement Letter is intended to memorialize the understanding between Calderwood & Harkness and CBR regarding the scope, staffing, fees, expenses, and other material terms of the engagement, and, upon execution by both parties, shall constitute the binding agreement between the Firm and CBR governing this representation.

This Engagement Letter follows and reflects the prior discussions between Patricia Dunmore, Partner in the Firm's Energy & Infrastructure Practice Group, and you regarding the scope of Calderwood & Harkness's representation of CBR in connection with the negotiation of a long-term power purchase agreement for the Saguaro Flats Solar Project. We understand that CBR has selected Calderwood & Harkness based upon the Firm's extensive experience in renewable energy project development, power purchase agreement negotiation, and project finance within the Electric Reliability Council of Texas ("ERCOT") market.

2. Scope of Representation

Calderwood & Harkness will represent CBR, and its wholly-owned subsidiary Saguaro Flats Solar LLC, a limited liability company organized under the laws of the State of Delaware (the "Project Company"), as Seller in connection with the negotiation, drafting, and execution of a long-term Power Purchase Agreement (the "PPA") with Meridian DataCore Solutions Inc. ("Meridian" or "Buyer"), a corporation organized under the laws of the State of Delaware and listed on the Nasdaq Stock Market under the ticker symbol "MDCS."

The PPA relates to the electrical output of the Saguaro Flats Solar Project (the "Project"), a planned 150 MW(ac) / 195 MW(dc) solar photovoltaic generation facility to be located in Pecos County, Texas. The Project is expected to interconnect within the ERCOT system and deliver energy to the grid pursuant to a standard ERCOT interconnection agreement.

Based on our discussions with CBR's origination and commercial teams, the PPA is expected to be structured as a virtual (financial) power purchase agreement, also commonly referred to as a contract for differences, settling against a floating price at the ERCOT West Hub node. The PPA is anticipated to have a term of twenty (20) years commencing from the date of commercial operation of the Project, with an aggregate nominal contract value of approximately One Hundred Forty Million Dollars ($140,000,000) over the full contract term.

Within the context of the foregoing, the scope of Calderwood & Harkness's representation in this engagement shall include the following:

(a) Preparation and circulation of the initial Seller's form PPA, including all exhibits, schedules, appendices, and ancillary attachments thereto, based upon CBR's standard form and customized to reflect the specific terms, pricing structure, and risk allocation agreed upon between CBR and Meridian in the term sheet or heads of terms;

(b) Review and detailed analysis of all counterparty redlines, markup commentary, and negotiation positions received from Meridian and its outside counsel, including the preparation of summary memoranda and recommendations for CBR's review and consideration;

(c) Negotiation of all PPA terms on behalf of CBR in coordination with CBR's internal legal, commercial, and project finance teams, including but not limited to provisions relating to: availability guarantee thresholds and associated liquidated damages; curtailment risk allocation (including economic curtailment, reliability curtailment, and transmission constraint curtailment); change of control provisions and assignment restrictions; credit support requirements (including collateral posting obligations, credit rating thresholds, and adequate assurance mechanisms); force majeure definitions and consequences; performance guarantees and degradation assumptions; buyout and early termination provisions; default and remedies; representations and warranties; insurance requirements; indemnification obligations; and dispute resolution mechanisms;

(d) Coordination with CBR's project-finance lenders, including Tralvendo National Bank, N.A., in its capacity as Administrative Agent under the Project's senior secured credit facility, and with the lenders' outside counsel, Whitfield Stroval & Cade LLP, regarding PPA bankability requirements, lender consent provisions, customary project-finance protections (including step-in rights, cure rights, and notice requirements), and any lender consent requirements applicable to the execution or amendment of the PPA;

(e) Preparation of ancillary documentation related to the PPA, including the form of Lender Consent Agreement (or Consent and Agreement, as applicable), the form of Buyer Corporate Guaranty (if Meridian's obligations under the PPA are to be guaranteed by a parent entity or affiliate), and the form of Seller Letter of Credit (including negotiation of the form with the issuing bank and coordination with CBR's treasury function);

(f) Delivery of a legal opinion at PPA execution, if required by Meridian, its counsel, or CBR's project-finance lenders, addressing such customary matters as due authorization, valid execution, enforceability, and non-contravention, in form and substance to be agreed upon by the parties; and

(g) General legal advice and counsel in connection with the foregoing matters as reasonably requested by CBR from time to time during the pendency of this engagement.

Notwithstanding the foregoing, the scope of this engagement expressly does not include, and Calderwood & Harkness shall have no obligation to provide legal services with respect to, the following matters unless separately engaged in writing:

(i) Representation of CBR or the Project Company in connection with the negotiation, documentation, or closing of the construction loan facility, term loan facility, tax equity financing, or any other financing arrangement for the Project (except to the extent of coordination with lender's counsel regarding PPA bankability as described in clause (d) above);

(ii) Real property matters, including land acquisition, surface use agreements, easements, rights-of-way, title review, or survey matters;

(iii) Environmental or land use permitting, zoning, or compliance matters;

(iv) Preparation of any federal, state, or local tax returns or tax filings;

(v) Any litigation, arbitration, mediation, or other dispute resolution proceedings arising under or in connection with the PPA, which would be subject to a separate engagement letter and fee arrangement; or

(vi) Any regulatory proceedings before the Public Utility Commission of Texas, ERCOT, the Federal Energy Regulatory Commission, or any other governmental authority.

If CBR desires that Calderwood & Harkness undertake legal work outside the scope described above, we would be pleased to discuss an expansion of the engagement or a separate engagement, as appropriate.

3. Identification of Counterparties and Related Parties

For purposes of clarity and to facilitate ongoing conflicts monitoring, the following is a summary of the principal counterparties and related parties known to the Firm as of the date of this Engagement Letter in connection with this matter:

Buyer / Counterparty: Meridian DataCore Solutions Inc., a Delaware corporation, with principal offices located at 700 Lakeshore Parkway, Building C, Austin, Texas 78746.

Buyer's Outside Counsel: Hargrove & Linden LLP, 300 Congress Avenue, Suite 2200, Austin, Texas 78701. We understand that the lead partner for Meridian on this transaction is Evelyn Crumveth of Hargrove & Linden's Energy Transactions practice group.

Project-Finance Lenders: Tralvendo National Bank, N.A., in its capacity as Lead Arranger and Administrative Agent under the Project's senior secured credit facility, together with the following syndicate participants: Osprey Commercial Lending Corp., Grandview Savings Bank, FSB, and Blue Prairie Capital Markets LLC.

Lender's Outside Counsel: Whitfield Stroval & Cade LLP, 51 West 52nd Street, 30th Floor, New York, New York 10019. We understand that the lead partner for the lender group on this transaction is Philip Thornton of Whitfield Stroval & Cade's Project Finance practice group.

Equity Sponsor of CBR: Ridgepoint Capital Partners LP, which holds approximately sixty-eight percent (68%) of the common equity ownership of CBR. The Managing Partner of Ridgepoint Capital Partners LP is Alan Driscoll.

CBR acknowledges and understands that Calderwood & Harkness represents CBR and Saguaro Flats Solar LLC only in connection with this engagement. The Firm does not represent, and has not been engaged by, any lender (including Tralvendo National Bank, N.A., or any syndicate participant), the Buyer (Meridian DataCore Solutions Inc.), Ridgepoint Capital Partners LP, or any other party identified above or otherwise involved in this transaction. No attorney-client relationship exists or shall be deemed to exist between Calderwood & Harkness and any such party by virtue of the Firm's engagement by CBR.

4. Engagement Team

Calderwood & Harkness has assembled the following team of attorneys to represent CBR in this engagement. The team has been selected based on relevant experience in renewable energy transactions, power purchase agreement negotiation, and project finance matters:

Responsible Partner: Patricia Dunmore, Partner, Energy & Infrastructure Practice Group. Ms. Dunmore will have overall responsibility for the engagement and will serve as the principal point of contact for strategic and substantive matters. Ms. Dunmore has over twenty years of experience representing renewable energy developers, independent power producers, and financial sponsors in connection with power purchase agreements, project development, and project finance transactions in the ERCOT, PJM, and CAISO markets.

Billing Partner: George Trujillo, Partner, Energy & Infrastructure Practice Group. Mr. Trujillo will serve as the billing partner responsible for invoicing, budget management, and all billing-related inquiries. Any questions regarding invoices, fee estimates, or billing matters should be directed to Mr. Trujillo.

Lead Associate: Brett Callahan, Associate, Energy & Infrastructure Practice Group. Mr. Callahan will serve as the day-to-day lead for drafting, redline analysis, and negotiation support. Mr. Callahan will be the primary point of contact for routine drafting matters and counterparty communications, subject to the overall supervision and direction of Ms. Dunmore.

Working Associate: David Stanton, Associate, Energy & Infrastructure Practice Group. Mr. Stanton will provide additional drafting and due diligence support as needed throughout the engagement, including research on market terms, precedent review, and preparation of internal analysis and summary memoranda.

Of Counsel (Project Finance): Helen Nakamura, Of Counsel, Project Finance Practice Group. Ms. Nakamura will provide specialized advice on PPA bankability considerations, coordination with CBR's project-finance lenders and lender's counsel, and the preparation and negotiation of the Lender Consent Agreement and related documentation. Ms. Nakamura brings extensive experience in project finance transactions involving solar, wind, and battery storage assets.

Associate (Tax): Samuel Reeves, Associate, Tax Practice Group. Mr. Reeves will advise on matters relating to the qualification of the Project for the Investment Tax Credit under Section 48 of the Internal Revenue Code, as amended, and on PPA structural considerations that may affect tax credit eligibility, including the impact of the PPA's pricing and contractual structure on the Project's ability to satisfy the requirements for tax credit monetization.

From time to time, other attorneys, paralegals, legal assistants, and support staff of the Firm may be assigned to work on this matter as the needs of the engagement require. Calderwood & Harkness will endeavor to notify CBR of any material changes in the composition of the engagement team, including the assignment or reassignment of any partner or senior associate with substantive responsibility for the matter.

5. Fee Arrangement and Billing Rates

Legal services rendered by Calderwood & Harkness in connection with this engagement will be billed on an hourly basis at the Firm's standard rates then in effect for the applicable timekeeper. Time will be recorded and billed in increments of one-tenth (0.1) of an hour.

The current standard hourly rate ranges for the categories of timekeepers who may work on this engagement are as follows:

The current standard hourly rates for the specific members of the engagement team identified in Section 4 above are as follows:

The Firm's standard hourly rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. Calderwood & Harkness will provide advance written notice to CBR of any rate adjustments prior to the effective date of such adjustments. Additionally, Calderwood & Harkness reserves the right to apply its then-current standard rate schedules to any newly assigned timekeepers who may be added to the engagement team after the date of this Engagement Letter.

CBR acknowledges that the total fees for this engagement will depend upon a number of factors that cannot be predicted with certainty at this time, including the complexity and duration of PPA negotiations, the volume of counterparty redlines and negotiation rounds, the extent of lender coordination required, and other factors. While Calderwood & Harkness is not in a position to provide a fixed-fee estimate for this engagement, the Firm will endeavor to staff the matter efficiently and to keep CBR informed regarding the status of fees and costs on a regular basis. Upon request, the Firm will provide CBR with periodic budget estimates and updates as the engagement progresses.

6. Expenses and Disbursements

In addition to legal fees, CBR will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by Calderwood & Harkness in connection with the performance of legal services under this engagement. Such expenses and disbursements include, without limitation, the following:

• Travel costs, including airfare, ground transportation, lodging, and meals incurred in connection with in-person negotiation sessions, client meetings, or other travel reasonably necessary for the engagement;

• Filing fees and recording charges;

• Overnight delivery, courier, and express shipping charges;

• Long-distance telecommunications charges;

• Charges for computerized legal research services (including Westmark Data Systems, Sundial Solutions, and similar platforms);

• Document reproduction, scanning, and printing costs;

• Any third-party vendor costs, including charges for outside consultants, expert advisors, or specialized research services, in each case approved by CBR in advance; and

• Other reasonable costs and disbursements directly attributable to this engagement.

As a matter of policy, no single expense item exceeding Two Thousand Five Hundred Dollars ($2,500) will be incurred by Calderwood & Harkness without the prior approval of CBR. CBR's approval may be obtained by email or other written communication directed to any authorized representative of CBR, including the General Counsel, SVP of Origination & Commercial, or VP of Project Finance & Treasury.

7. Billing and Payment Terms

Calderwood & Harkness will render invoices to CBR on a monthly basis for legal fees and expenses incurred during the preceding calendar month. Each invoice will be itemized by timekeeper, will include a description of the task or activity performed, the time expended on each task (in tenths of an hour), and a detailed listing of all expenses and disbursements incurred during the billing period.

All invoices are due and payable within thirty (30) days of the invoice date. Invoices may be transmitted to CBR electronically (by email to CBR's designated billing contact) or by first-class mail to CBR's principal offices, as CBR may direct. Payment should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and directed in accordance with the payment instructions set forth on each invoice.

All billing inquiries, including questions regarding specific time entries, task descriptions, staffing levels, or invoice amounts, should be directed to George Trujillo at the contact information provided by the Firm.

In the event of any billing dispute, CBR agrees to notify Calderwood & Harkness in writing within thirty (30) days of receipt of the disputed invoice, specifying in reasonable detail the nature and basis of the dispute. The parties will endeavor in good faith to resolve any such dispute promptly. Notwithstanding any pending billing dispute, the undisputed portion of each invoice shall remain due and payable in accordance with the payment terms set forth above.

8. Confidentiality

Calderwood & Harkness will maintain in strict confidence all information received from CBR, the Project Company, or any of their respective officers, directors, employees, agents, or representatives in connection with this engagement, consistent with the Firm's professional obligations under applicable rules of professional conduct, including the Texas Disciplinary Rules of Professional Conduct and the American Bar Association's Model Rules of Professional Conduct, as applicable.

Confidential information received from CBR will not be disclosed by the Firm to any third party except: (i) as expressly authorized or directed by CBR in writing; (ii) as required by applicable law, regulation, or court order; or (iii) as reasonably necessary for the performance of the legal services contemplated by this engagement, including, by way of example and without limitation, disclosures to Meridian's counsel (Hargrove & Linden LLP) in the ordinary course of PPA negotiation, or disclosures to lender's counsel (Whitfield Stroval & Cade LLP) as authorized by CBR in connection with bankability review and lender coordination. In the event that Calderwood & Harkness receives a subpoena, court order, or other legal compulsion to disclose confidential information of CBR, the Firm will, to the extent permitted by law, promptly notify CBR and cooperate with CBR's efforts to obtain a protective order or other appropriate relief.

9. Conflicts of Interest

Calderwood & Harkness has conducted a comprehensive conflicts check in connection with this proposed engagement, in accordance with the Firm's standard conflicts clearance procedures. Based on the information currently available to the Firm, including the identification of the parties and related entities set forth in Section 3 above, the Firm has identified no conflicts of interest that would preclude this engagement or that would require a waiver from CBR or any other party. Reference is made to the Firm's internal Conflict Check Memorandum dated June 19, 2025, prepared by David Stanton and reviewed and approved by Patricia Dunmore, which documents the results of the conflicts analysis.

CBR acknowledges that Calderwood & Harkness is a full-service law firm with offices in multiple jurisdictions, representing a large and diverse client base across numerous industries and practice areas. As such, the Firm may currently represent, or may in the future undertake to represent, other clients in matters that are not substantially related to this engagement, including clients who may have interests adverse to CBR in unrelated matters, transactions, or proceedings. Such representations may involve parties in the renewable energy, power generation, data center, or financial services industries.

By executing this Engagement Letter, CBR consents to Calderwood & Harkness's representation of other clients in matters that are not substantially related to this engagement and that do not involve the same transaction, dispute, or subject matter as this engagement. This consent is prospective and continuing for the duration of this engagement. CBR's consent under this Section 9 does not extend to any matter that is substantially related to this engagement or that involves the specific transaction described in Section 2 above, and in no event shall Calderwood & Harkness undertake any representation that would create a conflict of interest requiring CBR's consent without first obtaining such consent in writing.

10. Document Retention

Upon the conclusion of this engagement, whether by completion of the matter, termination, or otherwise, Calderwood & Harkness will retain client files, work product, and related documents and materials in accordance with the Firm's document retention policy, as in effect from time to time. Under the Firm's current document retention policy, client files are retained for a minimum period of seven (7) years following the closure of the matter, after which time the Firm reserves the right to destroy such files in accordance with its standard procedures, unless CBR instructs the Firm otherwise in writing.

Any original documents provided by CBR or the Project Company to Calderwood & Harkness in connection with this engagement will be returned to CBR upon written request at any time during or following the engagement. CBR should direct any document return requests to the Responsible Partner or the Billing Partner identified in Section 4 above.

11. Termination of Engagement

Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. Written notice of termination may be delivered by email, hand delivery, or recognized overnight courier to the address or contact information on file for each party.

In the event of termination of this engagement, whether by CBR or by Calderwood & Harkness, CBR shall remain responsible for the payment of all fees for legal services rendered and all expenses and disbursements incurred by the Firm through the effective date of termination. Calderwood & Harkness will, upon termination, render a final invoice covering all outstanding fees and expenses, and such final invoice shall be due and payable in accordance with the payment terms set forth in Section 7 above.

Calderwood & Harkness further reserves the right to withdraw from this engagement at any time if, in the Firm's sole judgment, withdrawal is required or permitted by applicable rules of professional conduct, including, without limitation, circumstances in which: (i) a conflict of interest arises that cannot be resolved by waiver or consent; (ii) CBR fails to fulfill a material obligation under this Engagement Letter, including the obligation to pay invoices in a timely manner; or (iii) invoices rendered by the Firm remain unpaid for more than sixty (60) days past the due date. In the event that Calderwood & Harkness determines that withdrawal is necessary, the Firm will provide reasonable notice to CBR and will take reasonable steps to protect CBR's interests during the transition, including the prompt delivery of client files and work product.

12. Limitation on Scope; No Guarantee of Outcome

This engagement is limited to the scope of representation described in Section 2 above. Calderwood & Harkness does not undertake to represent CBR in any matter beyond the scope expressly set forth in this Engagement Letter, unless the parties agree in writing to expand the scope of the engagement or to enter into a separate engagement.

CBR acknowledges and agrees that no guarantee, assurance, or prediction has been made by Calderwood & Harkness, or by any partner, attorney, or representative of the Firm, regarding the outcome of the PPA negotiation, the terms upon which the PPA may ultimately be executed, or the success or viability of the Saguaro Flats Solar Project or any related matter. The practice of law inherently involves uncertainty, and the outcome of any negotiation or transaction depends upon a wide range of factors, many of which are beyond the control of legal counsel.

Calderwood & Harkness's obligation under this engagement is to provide competent, diligent, and professional legal representation and advice to CBR in connection with the matters described herein. All ultimate business decisions, including decisions regarding the acceptance or rejection of specific PPA terms, pricing, risk allocation, and whether to execute the PPA, remain with CBR and its management, board of directors, and equity sponsors, as applicable.

13. Governing Law

This Engagement Letter and the attorney-client relationship between Calderwood & Harkness and CBR established hereby shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

14. Acceptance and Countersignature

We respectfully request that CBR confirm its agreement to the terms and conditions of this Engagement Letter by having an authorized representative of CBR execute this letter in the space provided below and return a signed copy to Calderwood & Harkness at the address set forth above, or by email to Patricia Dunmore at pdunmore@calderwoodharkness.com. This Engagement Letter shall become effective upon execution by both parties.

If the foregoing accurately reflects your understanding of the terms of this engagement, please sign and return one copy of this letter at your earliest convenience. If you have any questions regarding any of the terms set forth herein, please do not hesitate to contact me directly.

We look forward to working with you and the CBR team on this important transaction. We are confident that the engagement team assembled for this matter will provide CBR with the quality of legal representation and responsiveness that this transaction requires.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Patricia Dunmore Partner, Energy & Infrastructure Practice Group Calderwood & Harkness LLP Telephone: (713) 555-4218

Email: pdunmore@calderwoodharkness.com

ACCEPTED AND AGREED

The undersigned hereby confirms agreement to the terms and conditions set forth in this Engagement Letter, dated June 20, 2025, between Calderwood & Harkness LLP and Calloway-Briggs Renewables Inc.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Patricia Dunmore

Title: Partner, Energy & Infrastructure Practice Group

Date: ________

CALLOWAY-BRIGGS RENEWABLES INC.

By: ________

Name: Rachel Muñoz

Title: General Counsel

Date: ________

cc: George Trujillo, Partner, Calderwood & Harkness LLP Lena Calloway-Briggs, Chairwoman & Chief Executive Officer, Calloway-Briggs Renewables Inc. Janet Okafor, Senior Vice President, Origination & Commercial, Calloway-Briggs Renewables Inc. Derek Engstrom, Vice President, Project Finance & Treasury, Calloway-Briggs Renewables Inc.

Timekeeper Category	Current Hourly Rate Range
Partners	$950 – $1,150 per hour
Of Counsel	$850 – $950 per hour
Associates	$550 – $750 per hour
Paralegals / Legal Assistants	$275 – $375 per hour
Timekeeper	Title	Current Hourly Rate
Patricia Dunmore	Partner	$1,100 per hour
George Trujillo	Partner	$1,050 per hour
Brett Callahan	Associate	$700 per hour
David Stanton	Associate	$600 per hour
Helen Nakamura	Of Counsel	$900 per hour
Samuel Reeves	Associate	$625 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
1100 Louisiana Street, Suite 4500 Houston, Texas 77002 Telephone: (713) 555-4200 Facsimile: (713) 555-4201 www.calderwoodharkness.com
June 20, 2025
Rachel Muñoz, Esq. General Counsel Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, Texas 77002
Re: Engagement of Calderwood & Harkness LLP by Calloway-Briggs Renewables Inc. — Power Purchase Agreement for the Saguaro Flats Solar Project Matter No. 1015-00002
Dear Ms. Muñoz:
1. Purpose and Engagement
Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Calloway-Briggs Renewables Inc. ("CBR"), a corporation organized and existing under the laws of the State of Delaware, as outside legal counsel in connection with the matter described herein. We appreciate the confidence that CBR has placed in our Firm, and we look forward to providing CBR with effective and efficient legal representation throughout this engagement.
This letter (this "Engagement Letter") sets forth the terms and conditions under which Calderwood & Harkness will provide legal services to CBR in connection with the matter described below. This Engagement Letter is intended to memorialize the understanding between Calderwood & Harkness and CBR regarding the scope, staffing, fees, expenses, and other material terms of the engagement, and, upon execution by both parties, shall constitute the binding agreement between the Firm and CBR governing this representation.
This Engagement Letter follows and reflects the prior discussions between Patricia Dunmore, Partner in the Firm's Energy & Infrastructure Practice Group, and you regarding the scope of Calderwood & Harkness's representation of CBR in connection with the negotiation of a long-term power purchase agreement for the Saguaro Flats Solar Project. We understand that CBR has selected Calderwood & Harkness based upon the Firm's extensive experience in renewable energy project development, power purchase agreement negotiation, and project finance within the Electric Reliability Council of Texas ("ERCOT") market.
2. Scope of Representation
Calderwood & Harkness will represent CBR, and its wholly-owned subsidiary Saguaro Flats Solar LLC, a limited liability company organized under the laws of the State of Delaware (the "Project Company"), as Seller in connection with the negotiation, drafting, and execution of a long-term Power Purchase Agreement (the "PPA") with Meridian DataCore Solutions Inc. ("Meridian" or "Buyer"), a corporation organized under the laws of the State of Delaware and listed on the Nasdaq Stock Market under the ticker symbol "MDCS."
The PPA relates to the electrical output of the Saguaro Flats Solar Project (the "Project"), a planned 150 MW(ac) / 195 MW(dc) solar photovoltaic generation facility to be located in Pecos County, Texas. The Project is expected to interconnect within the ERCOT system and deliver energy to the grid pursuant to a standard ERCOT interconnection agreement.
Based on our discussions with CBR's origination and commercial teams, the PPA is expected to be structured as a virtual (financial) power purchase agreement, also commonly referred to as a contract for differences, settling against a floating price at the ERCOT West Hub node. The PPA is anticipated to have a term of twenty (20) years commencing from the date of commercial operation of the Project, with an aggregate nominal contract value of approximately One Hundred Forty Million Dollars ($140,000,000) over the full contract term.
Within the context of the foregoing, the scope of Calderwood & Harkness's representation in this engagement shall include the following:
(a) Preparation and circulation of the initial Seller's form PPA, including all exhibits, schedules, appendices, and ancillary attachments thereto, based upon CBR's standard form and customized to reflect the specific terms, pricing structure, and risk allocation agreed upon between CBR and Meridian in the term sheet or heads of terms;
(b) Review and detailed analysis of all counterparty redlines, markup commentary, and negotiation positions received from Meridian and its outside counsel, including the preparation of summary memoranda and recommendations for CBR's review and consideration;
(c) Negotiation of all PPA terms on behalf of CBR in coordination with CBR's internal legal, commercial, and project finance teams, including but not limited to provisions relating to: availability guarantee thresholds and associated liquidated damages; curtailment risk allocation (including economic curtailment, reliability curtailment, and transmission constraint curtailment); change of control provisions and assignment restrictions; credit support requirements (including collateral posting obligations, credit rating thresholds, and adequate assurance mechanisms); force majeure definitions and consequences; performance guarantees and degradation assumptions; buyout and early termination provisions; default and remedies; representations and warranties; insurance requirements; indemnification obligations; and dispute resolution mechanisms;
(d) Coordination with CBR's project-finance lenders, including Tralvendo National Bank, N.A., in its capacity as Administrative Agent under the Project's senior secured credit facility, and with the lenders' outside counsel, Whitfield Stroval & Cade LLP, regarding PPA bankability requirements, lender consent provisions, customary project-finance protections (including step-in rights, cure rights, and notice requirements), and any lender consent requirements applicable to the execution or amendment of the PPA;
(e) Preparation of ancillary documentation related to the PPA, including the form of Lender Consent Agreement (or Consent and Agreement, as applicable), the form of Buyer Corporate Guaranty (if Meridian's obligations under the PPA are to be guaranteed by a parent entity or affiliate), and the form of Seller Letter of Credit (including negotiation of the form with the issuing bank and coordination with CBR's treasury function);
(f) Delivery of a legal opinion at PPA execution, if required by Meridian, its counsel, or CBR's project-finance lenders, addressing such customary matters as due authorization, valid execution, enforceability, and non-contravention, in form and substance to be agreed upon by the parties; and
(g) General legal advice and counsel in connection with the foregoing matters as reasonably requested by CBR from time to time during the pendency of this engagement.
Notwithstanding the foregoing, the scope of this engagement expressly does not include, and Calderwood & Harkness shall have no obligation to provide legal services with respect to, the following matters unless separately engaged in writing:
(i) Representation of CBR or the Project Company in connection with the negotiation, documentation, or closing of the construction loan facility, term loan facility, tax equity financing, or any other financing arrangement for the Project (except to the extent of coordination with lender's counsel regarding PPA bankability as described in clause (d) above);
(ii) Real property matters, including land acquisition, surface use agreements, easements, rights-of-way, title review, or survey matters;
(iii) Environmental or land use permitting, zoning, or compliance matters;
(iv) Preparation of any federal, state, or local tax returns or tax filings;
(v) Any litigation, arbitration, mediation, or other dispute resolution proceedings arising under or in connection with the PPA, which would be subject to a separate engagement letter and fee arrangement; or
(vi) Any regulatory proceedings before the Public Utility Commission of Texas, ERCOT, the Federal Energy Regulatory Commission, or any other governmental authority.
If CBR desires that Calderwood & Harkness undertake legal work outside the scope described above, we would be pleased to discuss an expansion of the engagement or a separate engagement, as appropriate.
3. Identification of Counterparties and Related Parties
For purposes of clarity and to facilitate ongoing conflicts monitoring, the following is a summary of the principal counterparties and related parties known to the Firm as of the date of this Engagement Letter in connection with this matter:
Buyer / Counterparty: Meridian DataCore Solutions Inc., a Delaware corporation, with principal offices located at 700 Lakeshore Parkway, Building C, Austin, Texas 78746.
Buyer's Outside Counsel: Hargrove & Linden LLP, 300 Congress Avenue, Suite 2200, Austin, Texas 78701. We understand that the lead partner for Meridian on this transaction is Evelyn Crumveth of Hargrove & Linden's Energy Transactions practice group.
Project-Finance Lenders: Tralvendo National Bank, N.A., in its capacity as Lead Arranger and Administrative Agent under the Project's senior secured credit facility, together with the following syndicate participants: Osprey Commercial Lending Corp., Grandview Savings Bank, FSB, and Blue Prairie Capital Markets LLC.
Lender's Outside Counsel: Whitfield Stroval & Cade LLP, 51 West 52nd Street, 30th Floor, New York, New York 10019. We understand that the lead partner for the lender group on this transaction is Philip Thornton of Whitfield Stroval & Cade's Project Finance practice group.
Equity Sponsor of CBR: Ridgepoint Capital Partners LP, which holds approximately sixty-eight percent (68%) of the common equity ownership of CBR. The Managing Partner of Ridgepoint Capital Partners LP is Alan Driscoll.
CBR acknowledges and understands that Calderwood & Harkness represents CBR and Saguaro Flats Solar LLC only in connection with this engagement. The Firm does not represent, and has not been engaged by, any lender (including Tralvendo National Bank, N.A., or any syndicate participant), the Buyer (Meridian DataCore Solutions Inc.), Ridgepoint Capital Partners LP, or any other party identified above or otherwise involved in this transaction. No attorney-client relationship exists or shall be deemed to exist between Calderwood & Harkness and any such party by virtue of the Firm's engagement by CBR.
4. Engagement Team
Calderwood & Harkness has assembled the following team of attorneys to represent CBR in this engagement. The team has been selected based on relevant experience in renewable energy transactions, power purchase agreement negotiation, and project finance matters:
Responsible Partner: Patricia Dunmore, Partner, Energy & Infrastructure Practice Group. Ms. Dunmore will have overall responsibility for the engagement and will serve as the principal point of contact for strategic and substantive matters. Ms. Dunmore has over twenty years of experience representing renewable energy developers, independent power producers, and financial sponsors in connection with power purchase agreements, project development, and project finance transactions in the ERCOT, PJM, and CAISO markets.
Billing Partner: George Trujillo, Partner, Energy & Infrastructure Practice Group. Mr. Trujillo will serve as the billing partner responsible for invoicing, budget management, and all billing-related inquiries. Any questions regarding invoices, fee estimates, or billing matters should be directed to Mr. Trujillo.
Lead Associate: Brett Callahan, Associate, Energy & Infrastructure Practice Group. Mr. Callahan will serve as the day-to-day lead for drafting, redline analysis, and negotiation support. Mr. Callahan will be the primary point of contact for routine drafting matters and counterparty communications, subject to the overall supervision and direction of Ms. Dunmore.
Working Associate: David Stanton, Associate, Energy & Infrastructure Practice Group. Mr. Stanton will provide additional drafting and due diligence support as needed throughout the engagement, including research on market terms, precedent review, and preparation of internal analysis and summary memoranda.
Of Counsel (Project Finance): Helen Nakamura, Of Counsel, Project Finance Practice Group. Ms. Nakamura will provide specialized advice on PPA bankability considerations, coordination with CBR's project-finance lenders and lender's counsel, and the preparation and negotiation of the Lender Consent Agreement and related documentation. Ms. Nakamura brings extensive experience in project finance transactions involving solar, wind, and battery storage assets.
Associate (Tax): Samuel Reeves, Associate, Tax Practice Group. Mr. Reeves will advise on matters relating to the qualification of the Project for the Investment Tax Credit under Section 48 of the Internal Revenue Code, as amended, and on PPA structural considerations that may affect tax credit eligibility, including the impact of the PPA's pricing and contractual structure on the Project's ability to satisfy the requirements for tax credit monetization.
From time to time, other attorneys, paralegals, legal assistants, and support staff of the Firm may be assigned to work on this matter as the needs of the engagement require. Calderwood & Harkness will endeavor to notify CBR of any material changes in the composition of the engagement team, including the assignment or reassignment of any partner or senior associate with substantive responsibility for the matter.
5. Fee Arrangement and Billing Rates
Legal services rendered by Calderwood & Harkness in connection with this engagement will be billed on an hourly basis at the Firm's standard rates then in effect for the applicable timekeeper. Time will be recorded and billed in increments of one-tenth (0.1) of an hour.
The current standard hourly rate ranges for the categories of timekeepers who may work on this engagement are as follows:
The current standard hourly rates for the specific members of the engagement team identified in Section 4 above are as follows:
The Firm's standard hourly rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. Calderwood & Harkness will provide advance written notice to CBR of any rate adjustments prior to the effective date of such adjustments. Additionally, Calderwood & Harkness reserves the right to apply its then-current standard rate schedules to any newly assigned timekeepers who may be added to the engagement team after the date of this Engagement Letter.
CBR acknowledges that the total fees for this engagement will depend upon a number of factors that cannot be predicted with certainty at this time, including the complexity and duration of PPA negotiations, the volume of counterparty redlines and negotiation rounds, the extent of lender coordination required, and other factors. While Calderwood & Harkness is not in a position to provide a fixed-fee estimate for this engagement, the Firm will endeavor to staff the matter efficiently and to keep CBR informed regarding the status of fees and costs on a regular basis. Upon request, the Firm will provide CBR with periodic budget estimates and updates as the engagement progresses.
6. Expenses and Disbursements
In addition to legal fees, CBR will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by Calderwood & Harkness in connection with the performance of legal services under this engagement. Such expenses and disbursements include, without limitation, the following:
•  Travel costs, including airfare, ground transportation, lodging, and meals incurred in connection with in-person negotiation sessions, client meetings, or other travel reasonably necessary for the engagement;
•  Filing fees and recording charges;
•  Overnight delivery, courier, and express shipping charges;
•  Long-distance telecommunications charges;
•  Charges for computerized legal research services (including Westmark Data Systems, Sundial Solutions, and similar platforms);
•  Document reproduction, scanning, and printing costs;
•  Any third-party vendor costs, including charges for outside consultants, expert advisors, or specialized research services, in each case approved by CBR in advance; and
•  Other reasonable costs and disbursements directly attributable to this engagement.
As a matter of policy, no single expense item exceeding Two Thousand Five Hundred Dollars ($2,500) will be incurred by Calderwood & Harkness without the prior approval of CBR. CBR's approval may be obtained by email or other written communication directed to any authorized representative of CBR, including the General Counsel, SVP of Origination & Commercial, or VP of Project Finance & Treasury.
7. Billing and Payment Terms
Calderwood & Harkness will render invoices to CBR on a monthly basis for legal fees and expenses incurred during the preceding calendar month. Each invoice will be itemized by timekeeper, will include a description of the task or activity performed, the time expended on each task (in tenths of an hour), and a detailed listing of all expenses and disbursements incurred during the billing period.
All invoices are due and payable within thirty (30) days of the invoice date. Invoices may be transmitted to CBR electronically (by email to CBR's designated billing contact) or by first-class mail to CBR's principal offices, as CBR may direct. Payment should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and directed in accordance with the payment instructions set forth on each invoice.
All billing inquiries, including questions regarding specific time entries, task descriptions, staffing levels, or invoice amounts, should be directed to George Trujillo at the contact information provided by the Firm.
In the event of any billing dispute, CBR agrees to notify Calderwood & Harkness in writing within thirty (30) days of receipt of the disputed invoice, specifying in reasonable detail the nature and basis of the dispute. The parties will endeavor in good faith to resolve any such dispute promptly. Notwithstanding any pending billing dispute, the undisputed portion of each invoice shall remain due and payable in accordance with the payment terms set forth above.
8. Confidentiality
Calderwood & Harkness will maintain in strict confidence all information received from CBR, the Project Company, or any of their respective officers, directors, employees, agents, or representatives in connection with this engagement, consistent with the Firm's professional obligations under applicable rules of professional conduct, including the Texas Disciplinary Rules of Professional Conduct and the American Bar Association's Model Rules of Professional Conduct, as applicable.
Confidential information received from CBR will not be disclosed by the Firm to any third party except: (i) as expressly authorized or directed by CBR in writing; (ii) as required by applicable law, regulation, or court order; or (iii) as reasonably necessary for the performance of the legal services contemplated by this engagement, including, by way of example and without limitation, disclosures to Meridian's counsel (Hargrove & Linden LLP) in the ordinary course of PPA negotiation, or disclosures to lender's counsel (Whitfield Stroval & Cade LLP) as authorized by CBR in connection with bankability review and lender coordination. In the event that Calderwood & Harkness receives a subpoena, court order, or other legal compulsion to disclose confidential information of CBR, the Firm will, to the extent permitted by law, promptly notify CBR and cooperate with CBR's efforts to obtain a protective order or other appropriate relief.
9. Conflicts of Interest
Calderwood & Harkness has conducted a comprehensive conflicts check in connection with this proposed engagement, in accordance with the Firm's standard conflicts clearance procedures. Based on the information currently available to the Firm, including the identification of the parties and related entities set forth in Section 3 above, the Firm has identified no conflicts of interest that would preclude this engagement or that would require a waiver from CBR or any other party. Reference is made to the Firm's internal Conflict Check Memorandum dated June 19, 2025, prepared by David Stanton and reviewed and approved by Patricia Dunmore, which documents the results of the conflicts analysis.
CBR acknowledges that Calderwood & Harkness is a full-service law firm with offices in multiple jurisdictions, representing a large and diverse client base across numerous industries and practice areas. As such, the Firm may currently represent, or may in the future undertake to represent, other clients in matters that are not substantially related to this engagement, including clients who may have interests adverse to CBR in unrelated matters, transactions, or proceedings. Such representations may involve parties in the renewable energy, power generation, data center, or financial services industries.
By executing this Engagement Letter, CBR consents to Calderwood & Harkness's representation of other clients in matters that are not substantially related to this engagement and that do not involve the same transaction, dispute, or subject matter as this engagement. This consent is prospective and continuing for the duration of this engagement. CBR's consent under this Section 9 does not extend to any matter that is substantially related to this engagement or that involves the specific transaction described in Section 2 above, and in no event shall Calderwood & Harkness undertake any representation that would create a conflict of interest requiring CBR's consent without first obtaining such consent in writing.
10. Document Retention
Upon the conclusion of this engagement, whether by completion of the matter, termination, or otherwise, Calderwood & Harkness will retain client files, work product, and related documents and materials in accordance with the Firm's document retention policy, as in effect from time to time. Under the Firm's current document retention policy, client files are retained for a minimum period of seven (7) years following the closure of the matter, after which time the Firm reserves the right to destroy such files in accordance with its standard procedures, unless CBR instructs the Firm otherwise in writing.
Any original documents provided by CBR or the Project Company to Calderwood & Harkness in connection with this engagement will be returned to CBR upon written request at any time during or following the engagement. CBR should direct any document return requests to the Responsible Partner or the Billing Partner identified in Section 4 above.
11. Termination of Engagement
Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. Written notice of termination may be delivered by email, hand delivery, or recognized overnight courier to the address or contact information on file for each party.
In the event of termination of this engagement, whether by CBR or by Calderwood & Harkness, CBR shall remain responsible for the payment of all fees for legal services rendered and all expenses and disbursements incurred by the Firm through the effective date of termination. Calderwood & Harkness will, upon termination, render a final invoice covering all outstanding fees and expenses, and such final invoice shall be due and payable in accordance with the payment terms set forth in Section 7 above.
Calderwood & Harkness further reserves the right to withdraw from this engagement at any time if, in the Firm's sole judgment, withdrawal is required or permitted by applicable rules of professional conduct, including, without limitation, circumstances in which: (i) a conflict of interest arises that cannot be resolved by waiver or consent; (ii) CBR fails to fulfill a material obligation under this Engagement Letter, including the obligation to pay invoices in a timely manner; or (iii) invoices rendered by the Firm remain unpaid for more than sixty (60) days past the due date. In the event that Calderwood & Harkness determines that withdrawal is necessary, the Firm will provide reasonable notice to CBR and will take reasonable steps to protect CBR's interests during the transition, including the prompt delivery of client files and work product.
12. Limitation on Scope; No Guarantee of Outcome
This engagement is limited to the scope of representation described in Section 2 above. Calderwood & Harkness does not undertake to represent CBR in any matter beyond the scope expressly set forth in this Engagement Letter, unless the parties agree in writing to expand the scope of the engagement or to enter into a separate engagement.
CBR acknowledges and agrees that no guarantee, assurance, or prediction has been made by Calderwood & Harkness, or by any partner, attorney, or representative of the Firm, regarding the outcome of the PPA negotiation, the terms upon which the PPA may ultimately be executed, or the success or viability of the Saguaro Flats Solar Project or any related matter. The practice of law inherently involves uncertainty, and the outcome of any negotiation or transaction depends upon a wide range of factors, many of which are beyond the control of legal counsel.
Calderwood & Harkness's obligation under this engagement is to provide competent, diligent, and professional legal representation and advice to CBR in connection with the matters described herein. All ultimate business decisions, including decisions regarding the acceptance or rejection of specific PPA terms, pricing, risk allocation, and whether to execute the PPA, remain with CBR and its management, board of directors, and equity sponsors, as applicable.
13. Governing Law
This Engagement Letter and the attorney-client relationship between Calderwood & Harkness and CBR established hereby shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
14. Acceptance and Countersignature
We respectfully request that CBR confirm its agreement to the terms and conditions of this Engagement Letter by having an authorized representative of CBR execute this letter in the space provided below and return a signed copy to Calderwood & Harkness at the address set forth above, or by email to Patricia Dunmore at pdunmore@calderwoodharkness.com. This Engagement Letter shall become effective upon execution by both parties.
If the foregoing accurately reflects your understanding of the terms of this engagement, please sign and return one copy of this letter at your earliest convenience. If you have any questions regarding any of the terms set forth herein, please do not hesitate to contact me directly.
We look forward to working with you and the CBR team on this important transaction. We are confident that the engagement team assembled for this matter will provide CBR with the quality of legal representation and responsiveness that this transaction requires.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Patricia Dunmore Partner, Energy & Infrastructure Practice Group Calderwood & Harkness LLP Telephone: (713) 555-4218
Email: pdunmore@calderwoodharkness.com
ACCEPTED AND AGREED
The undersigned hereby confirms agreement to the terms and conditions set forth in this Engagement Letter, dated June 20, 2025, between Calderwood & Harkness LLP and Calloway-Briggs Renewables Inc.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Patricia Dunmore
Title: Partner, Energy & Infrastructure Practice Group
Date: ________
CALLOWAY-BRIGGS RENEWABLES INC.
By: ________
Name: Rachel Muñoz
Title: General Counsel
Date: ________
cc: George Trujillo, Partner, Calderwood & Harkness LLP Lena Calloway-Briggs, Chairwoman & Chief Executive Officer, Calloway-Briggs Renewables Inc. Janet Okafor, Senior Vice President, Origination & Commercial, Calloway-Briggs Renewables Inc. Derek Engstrom, Vice President, Project Finance & Treasury, Calloway-Briggs Renewables Inc.
Timekeeper Category | Current Hourly Rate Range
Partners | $950 – $1,150 per hour
Of Counsel | $850 – $950 per hour
Associates | $550 – $750 per hour
Paralegals / Legal Assistants | $275 – $375 per hour
Timekeeper | Title | Current Hourly Rate
Patricia Dunmore | Partner | $1,100 per hour
George Trujillo | Partner | $1,050 per hour
Brett Callahan | Associate | $700 per hour
David Stanton | Associate | $600 per hour
Helen Nakamura | Of Counsel | $900 per hour
Samuel Reeves | Associate | $625 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

CALDERWOOD & HARKNESS LLP

CALLOWAY-BRIGGS RENEWABLES INC.

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