FR EA
1015-00002 · Calloway-Briggs Renewables Inc · Transaction Documents/Exhibits
exhibit-a-facility-description.docx DOCUMENT M&A / Corporate
23 / 36 ← → ✕
Contract analysis Extract to table

EXHIBIT A

FACILITY DESCRIPTION AND SITE

Exhibit A to the Power Purchase Agreement dated June 30, 2025 (the "Agreement") by and between Saguaro Flats Solar LLC, a Delaware limited liability company ("Seller"), and Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer").

This Exhibit A is attached to and incorporated by reference into the Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. In the event of any conflict between the terms of this Exhibit A and the body of the Agreement, the terms of the Agreement shall control unless this Exhibit A expressly provides otherwise. All references herein to "Sections" refer to sections of this Exhibit A unless otherwise indicated.

Section 1. Project Name and Designation

Project Name: Saguaro Flats Solar Project (the "Facility").

Project Company / Seller: Saguaro Flats Solar LLC, a Delaware limited liability company formed under the Delaware Limited Liability Company Act on August 22, 2023. The Seller's federal Employer Identification Number (EIN) is 93-1284506. The Seller is registered to do business in the State of Texas as a foreign limited liability company and is in good standing in each jurisdiction in which the nature of its business or the ownership of its properties requires such qualification.

Registered Agent (Delaware): Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904. The Seller's registered agent maintains a registered office in the State of Delaware and is authorized to accept service of process on behalf of the Seller in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-104.

Manager of Seller: The day-to-day management and operations of the Seller are conducted by Calloway-Briggs Renewables Inc., a Delaware corporation ("CBR"), in its capacity as the sole managing member of the Seller. CBR's principal executive offices are located at 4200 Travis Street, Suite 1800, Houston, Texas 77002. CBR is a wholly owned subsidiary of Calloway-Briggs Energy Holdings LP, a Delaware limited partnership. CBR is responsible for the development, financing, construction oversight, and long-term asset management of the Facility on behalf of the Seller, and is the authorized representative of the Seller for purposes of all notices and communications under the Agreement unless the Seller designates a different representative in writing.

Section 2. Facility Technology and Capacity

2.1 Technology Description

The Facility is a utility-scale, ground-mounted, single-axis tracking solar photovoltaic (PV) generating facility. The Facility employs single-axis horizontal tracker structures oriented on a north-south axis, which rotate east to west over the course of the day to optimize incident solar radiation on the PV module surfaces and maximize energy production. The tracker systems are designed to operate with a tracking range of approximately ±60 degrees from horizontal and include backtracking algorithms to minimize inter-row shading during low solar elevation angles.

The Facility's major equipment and systems include the following:

(a) Solar PV Modules. Crystalline silicon (c-Si) bifacial photovoltaic modules, commercially manufactured and certified to applicable IEC and UL standards (including IEC 61215, IEC 61730, and UL 61730). Individual module nameplate capacity is expected to be in the range of 550–600 Wdc. The total number of modules installed at the Facility will be determined during final engineering and procurement and is expected to be approximately 335,000–355,000 units.

(b) Single-Axis Tracker Structures. Horizontal single-axis tracker systems utilizing galvanized steel torque tubes and piers driven into the native soil. Tracker rows are arranged in a north-south orientation with east-west rotation. Tracker control is provided by independent row controllers communicating with a centralized tracker management system.

(c) Inverters. String-level and/or central inverter systems converting direct current (DC) output from the PV modules to alternating current (AC) suitable for injection into the medium-voltage collection system. Inverters shall be rated for an aggregate AC output capacity of not less than 150 MWac and shall comply with applicable IEEE 1547, UL 1741, and ERCOT interconnection requirements, including reactive power capability and voltage ride-through specifications.

(d) Medium-Voltage Collection System. An underground and/or overhead medium-voltage (34.5 kV) electrical collection system connecting the inverter stations to the project substation. The collection system is designed in a radial configuration with appropriate protective relaying, sectionalizing switches, and grounding systems.

(e) Project Substation and Step-Up Transformer(s). An on-site collector substation housing one or more power transformer(s) stepping up voltage from the medium-voltage collection level (34.5 kV) to the high-voltage transmission level (345 kV) for delivery to the Point of Interconnection. The substation includes high-voltage circuit breakers, disconnect switches, metering equipment (including revenue-grade metering), protective relaying, and associated bus work and structures.

(f) Supervisory Control and Data Acquisition (SCADA) System. A SCADA system providing real-time monitoring, control, and data logging of all major Facility components, including inverters, tracker systems, meteorological instruments, substation equipment, and communications infrastructure. The SCADA system enables remote operation and is capable of transmitting real-time generation data and status information to the Seller's operations center and, as required, to ERCOT.

(g) Meteorological Stations. A minimum of three (3) on-site meteorological stations equipped with pyranometers (measuring global horizontal irradiance and plane-of-array irradiance), ambient temperature sensors, module back-of-cell temperature sensors, wind speed and direction sensors (anemometers and wind vanes), and precipitation gauges. Meteorological data is recorded at intervals of not greater than one (1) minute and transmitted to the SCADA system.

(h) Balance of Plant. All other structures, equipment, and systems necessary for the operation of the Facility, including but not limited to access roads, perimeter fencing with wildlife-appropriate passage points, security systems, drainage and erosion control structures, communication lines and fiber-optic cables, spare parts storage, and an operations and maintenance (O&M) building.

2.2 Nameplate Capacity

The Facility's nameplate capacity ratings are as follows:

The DC Nameplate Capacity represents the aggregate peak power output of all installed PV modules under Standard Test Conditions (STC) as defined by IEC 61215 (irradiance of 1,000 W/m², cell temperature of 25°C, and air mass of 1.5). The AC Nameplate Capacity represents the aggregate continuous AC power output rating of all installed inverter systems and is the basis for the Facility's maximum injection capability at the Point of Interconnection.

The DC-to-AC ratio of approximately 1.30 reflects a deliberate overbuild of DC capacity relative to inverter AC capacity, a design strategy intended to increase energy production during sub-peak irradiance conditions and to optimize the levelized cost of energy over the Facility's useful life. During periods of peak irradiance, inverter clipping may occur, limiting AC output to the rated inverter capacity.

2.3 Estimated Energy Production

P50 Estimated Annual Net Generation: 350,000 MWh per year (post-losses).

The P50 estimate represents the annual energy production level that has a fifty percent (50%) probability of being exceeded in any given year and reflects the median expected annual energy output of the Facility after accounting for all applicable loss factors. Loss factors incorporated into the P50 estimate include, without limitation: module degradation, soiling, snow/ice losses (minimal for the Facility's location), inverter and transformer efficiency losses, medium-voltage and high-voltage electrical losses, tracker system downtime, grid curtailment assumptions, equipment availability, and other standard technical derating factors.

Basis of Estimate: The P50 Estimated Annual Net Generation is derived from an independent solar resource assessment and energy production estimate prepared by Heliograph Energy Consulting LLC, a nationally recognized independent energy consulting firm with principal offices in Denver, Colorado (the "Independent Resource Assessment"). The Independent Resource Assessment utilized a minimum of twenty (20) years of satellite-derived solar irradiance data cross-referenced with ground-based measurement stations, industry-standard PV performance modeling software (PVsyst or equivalent), and site-specific assumptions regarding terrain, ground cover ratio, tracker geometry, and electrical system design. The Independent Resource Assessment report is dated March 28, 2025, and has been provided to the Buyer and its technical advisors.

Total Contracted Volume (P50 Basis, 20-Year Term): Based on the P50 Estimated Annual Net Generation of 350,000 MWh per year and a PPA term of twenty (20) years from the Commercial Operation Date, the total estimated contracted energy volume over the life of the Agreement is approximately 7,000,000 MWh. This figure does not account for annual module degradation, which is expected to be approximately 0.40%–0.50% per year on a linear basis beginning in Year 2 following the Commercial Operation Date. Accordingly, actual cumulative energy deliveries over the full PPA term are expected to vary from this figure.

Section 3. Project Site Description

3.1 Site Location

The Facility is located in Pecos County, Texas, in a region of the Trans-Pecos characterized by high direct normal irradiance (DNI) and global horizontal irradiance (GHI) values, flat to gently rolling terrain, and low population density. The site is well suited for large-scale solar photovoltaic generation.

The site is accessible via FM Road 1776 (a paved, Farm-to-Market road maintained by the Texas Department of Transportation), with internal access roads to be constructed as part of the Facility's balance-of-plant infrastructure. The site does not fall within any incorporated municipal boundary, and land use is governed exclusively by Pecos County regulations.

3.2 Land Rights

The Seller's rights to occupy and use the project site for the construction, operation, maintenance, and decommissioning of the Facility are secured through a long-term ground lease, as described below:

Ground Lease: The Seller, as lessee, has entered into a ground lease agreement (the "Ground Lease") with Redrock Mesa Ranch LP, a Texas limited partnership, as lessor (the "Lessor"). The Ground Lease was executed on November 15, 2023, and has an initial term of thirty-five (35) years, with options to extend as provided therein.

Lessor: Redrock Mesa Ranch LP, a Texas limited partnership, whose general partner is Redrock Mesa Management LLC, a Texas limited liability company. The Lessor holds fee simple title to the project site, subject to customary encumbrances and easements of record.

Lessee: Saguaro Flats Solar LLC, in its capacity as the project company and Seller under the Agreement.

The Ground Lease grants the Seller the exclusive right to use, occupy, and access the project site for all purposes related to the development, construction, operation, maintenance, repair, replacement, and decommissioning of the Facility, including the installation of all structures, equipment, and improvements described in Section 2.1 above. The Ground Lease includes customary provisions regarding rent escalation, property tax obligations, environmental indemnification, insurance requirements, lender consent and non-disturbance, and assignment and subletting rights. The Ground Lease permits the Seller to grant mortgages, liens, and security interests in the Seller's leasehold interest to financing parties in connection with the project financing of the Facility, and includes a lender-protective memorandum of lease recorded in the real property records of Pecos County, Texas.

3.3 Site Boundaries

A legal description of the Site, prepared by a licensed Texas Registered Professional Land Surveyor, and a survey plat or site plan depicting the Facility layout, access roads, substation location, fencing, setbacks, and the Point of Interconnection, are attached hereto as Attachment 1 to this Exhibit A and incorporated herein by reference. The legal description includes a metes and bounds description of the approximately 1,400-acre project site and identifies all easements and rights-of-way appurtenant thereto.

See Attachment 1 — Legal Description and Site Plan.

Section 4. Permitting

4.1 County Land Use Permit

The Facility has received all requisite county-level land use approvals for construction and operation. Specifically:

Permit: Pecos County Conditional Use Permit No. CUP-2025-012

Issuing Authority: Pecos County Commissioners Court

Date of Approval: February 10, 2025

Scope: The conditional use permit authorizes the construction and operation of a solar photovoltaic generating facility, including all associated structures, equipment, substation facilities, access roads, and transmission interconnection infrastructure, on the approximately 1,400-acre project site described in Section 3 above. The permit includes conditions relating to setback distances from property boundaries and public rights-of-way, maximum structure height, hours of construction activity, dust control measures during construction, decommissioning bonding requirements, and notification to adjacent landowners.

The Seller represents that Pecos County Conditional Use Permit No. CUP-2025-012 is in full force and effect, has not been appealed or challenged, and that the Seller is in compliance with all conditions imposed thereunder as of the date of the Agreement.

4.2 Environmental Compliance

The Facility's environmental compliance status is summarized as follows:

Texas Commission on Environmental Quality (TCEQ): The Seller has prepared and submitted a Stormwater Pollution Prevention Plan (SW3P) in accordance with TCEQ's Texas Pollutant Discharge Elimination System (TPDES) Construction General Permit (TXR150000) for stormwater discharges associated with construction activity. A Notice of Intent (NOI) has been filed with TCEQ, and the Seller has obtained coverage under the Construction General Permit. The Seller will maintain compliance with all terms of the Construction General Permit throughout the construction period and will file a Notice of Termination (NOT) upon stabilization of disturbed areas following completion of construction.

Individual Environmental Permit: No individual environmental permit from TCEQ or any other state or federal environmental agency is required for the construction or operation of the Facility. The Facility does not involve the discharge of process wastewater, the emission of regulated air pollutants, or the generation, storage, treatment, or disposal of hazardous waste in quantities requiring individual permitting.

National Environmental Policy Act (NEPA): As the Facility does not involve a federal action, federal funding, or a federal permit, no NEPA review is required.

Endangered Species: A desktop-level biological screening and habitat assessment was conducted by Solano Environmental Consultants LLC (Midland, Texas) and concluded that the project site does not contain critical habitat for any federally listed threatened or endangered species. The Seller has committed to implementing an Avian and Wildlife Protection Plan, consistent with U.S. Fish and Wildlife Service guidelines, during construction and operations.

Cultural Resources: A Phase I cultural resources survey was conducted by Rimrock Archaeology LLC (Alpine, Texas) and identified no significant archaeological or historical resources within the project site boundaries. A copy of the Phase I survey report has been provided to the Texas Historical Commission.

4.3 Other Permits

In addition to the permits and approvals described in Sections 4.1 and 4.2 above, the Seller acknowledges and agrees that it is solely responsible for obtaining and maintaining, at its own cost and expense, all additional federal, state, and local permits, licenses, approvals, registrations, and authorizations necessary for the construction, operation, maintenance, repair, replacement, and decommissioning of the Facility, including without limitation:

(a) building and electrical permits issued by Pecos County or any other authority having jurisdiction;

(b) any permits or authorizations required by the Federal Aviation Administration (FAA) in connection with construction cranes or other equipment exceeding applicable height thresholds (14 C.F.R. Part 77);

(c) any access or driveway permits required by the Texas Department of Transportation (TxDOT) in connection with access from FM Road 1776 to the project site;

(d) any permits or approvals required by the U.S. Army Corps of Engineers under Section 404 of the Clean Water Act (33 U.S.C. § 1344) in connection with impacts to jurisdictional waters of the United States, if any;

(e) registration with the Public Utility Commission of Texas (PUCT) as a power generation company, to the extent required;

(f) registration with ERCOT as a generation resource; and

(g) any other permits, licenses, or approvals required by applicable law.

The Seller shall deliver to the Buyer, promptly upon receipt, copies of all material permits, licenses, and approvals obtained for the Facility, and shall promptly notify the Buyer of any denial, revocation, suspension, material modification, or non-renewal of any such permit, license, or approval.

Section 5. Interconnection

5.1 Interconnection Point

The Facility will interconnect with the ERCOT transmission grid at the following point:

Point of Interconnection (POI): Ft. Stockton 345 kV Substation, located in Pecos County, Texas, approximately 3.5 miles northwest of the Facility site.

Interconnection Voltage: 345 kV

Metering Point: Revenue-grade metering equipment installed at the high-voltage side of the project substation step-up transformer, in accordance with ERCOT Protocols and the applicable provisions of the Large Generation Interconnection Agreement.

The gen-tie line connecting the Facility's on-site collector substation to the Ft. Stockton 345 kV Substation will be constructed by the EPC Contractor as part of the Facility's balance-of-plant scope. The gen-tie line is expected to be an overhead 345 kV single-circuit transmission line of approximately 3.5 miles in length, constructed within a dedicated easement acquired by the Seller across adjacent parcels.

5.2 Transmission Service Provider

Transmission Service Provider (TSP): West Texas Wires LLC

Service Territory: The Ft. Stockton 345 kV Substation is located within the transmission service territory of West Texas Wires LLC, which owns, operates, and maintains the substation and associated high-voltage transmission facilities.

West Texas Wires LLC is a registered Transmission Service Provider within the ERCOT region and is subject to regulation by the Public Utility Commission of Texas. The Seller has coordinated with West Texas Wires LLC regarding substation upgrades and interconnection facilities necessary to accommodate the Facility's injection of energy at the Point of Interconnection.

5.3 Interconnection Agreement

The Seller has completed the ERCOT generation interconnection process and has executed a Large Generation Interconnection Agreement for the Facility, as further described below:

The ERCOT Full Interconnection Study confirmed that the Facility can be reliably interconnected to the ERCOT transmission system at the Ft. Stockton 345 kV Substation with limited network upgrades. The LGIA sets forth the terms and conditions under which the Facility will interconnect, including the Seller's obligations with respect to the design, construction, and cost of interconnection facilities and network upgrades, as well as the operational requirements for the Facility's generation resource.

A copy of the executed LGIA (including all exhibits and appendices thereto) has been provided to the Buyer pursuant to Section [●] of the Agreement.

5.4 Settlement Hub

ERCOT Settlement Hub: ERCOT West Hub

For purposes of the contract-for-differences (CfD) settlement mechanism described in Article [●] of the Agreement, the ERCOT West Hub shall serve as the reference settlement point. The floating price component of the CfD shall be determined by reference to the real-time settlement point price at the ERCOT West Hub, as published by ERCOT, for each settlement interval during the applicable delivery period. The Buyer acknowledges that the Facility is physically located within the ERCOT West Load Zone and that the ERCOT West Hub price is the most appropriate hub-level reference price for the Facility's energy output.

Section 6. EPC Contractor

The Seller has engaged the following engineering, procurement, and construction contractor for the design and construction of the Facility:

The EPC contract between the Seller and Sunbelt Power Construction LLC (the "EPC Contract") was executed on July 15, 2025, and provides for the complete design, engineering, procurement, supply, construction, installation, testing, and commissioning of the Facility on a fixed-price, turnkey, lump-sum basis. The EPC Contract includes customary provisions regarding performance guarantees (including minimum energy performance ratio and equipment availability guarantees), liquidated damages for delay and performance shortfalls, warranty obligations (including a minimum two-year comprehensive warranty period following Substantial Completion), insurance requirements, bonding requirements (including performance and payment bonds), and the EPC Contractor's obligation to achieve Substantial Completion and deliver the Facility to the Seller in a condition ready for commercial operation by the Expected Commercial Operation Date set forth in Section 7 below.

The EPC Contract Price of $142,500,000 encompasses all costs associated with the engineering, procurement, and construction of the Facility, including without limitation: civil and site preparation work; pile driving and tracker installation; module installation; inverter and transformer procurement and installation; medium-voltage and high-voltage electrical systems; the project substation; the gen-tie line to the Point of Interconnection; the SCADA system; meteorological stations; access roads; perimeter fencing; erosion and stormwater control measures; startup, testing, and commissioning activities; and all applicable sales and use taxes on materials and equipment.

Sunbelt Power Construction LLC is an experienced EPC contractor with a portfolio of completed solar photovoltaic projects in excess of 2.0 GWdc across the ERCOT, SPP, and MISO regions. The EPC Contractor maintains all licenses required to perform work in the State of Texas and carries insurance coverage in the types and amounts required by the EPC Contract and the Agreement.

Section 7. Expected Commercial Operation Date

The Expected Commercial Operation Date is April 1, 2027. "Commercial Operation Date" or "COD" has the meaning set forth in the Agreement and generally requires that: (a) the Facility has been constructed substantially in accordance with the EPC Contract and all applicable laws, permits, and interconnection requirements; (b) the Facility has successfully completed all required performance testing and commissioning procedures, including any testing required under the LGIA; (c) the Facility has achieved initial synchronization with the ERCOT transmission grid and has demonstrated the ability to deliver energy to the Point of Interconnection; (d) the Independent Engineer has issued a certificate confirming that the conditions to Commercial Operation have been satisfied; and (e) all other conditions to the achievement of COD set forth in the Agreement have been satisfied or waived.

The Seller shall use commercially reasonable efforts to achieve the Commercial Operation Date on or before the Expected COD. The Agreement sets forth the Buyer's remedies in the event that the Seller fails to achieve COD by the Guaranteed COD (as defined in the Agreement), including delay liquidated damages and, in certain circumstances, the right to terminate the Agreement.

The estimated construction period of approximately eighteen (18) months encompasses all phases of construction activity, including but not limited to: mobilization and site preparation; foundation and pile installation; tracker structure erection; module installation and string wiring; inverter and transformer installation; medium-voltage and high-voltage electrical system installation and testing; substation construction and energization; SCADA system installation and commissioning; gen-tie line construction; and startup, testing, and commissioning of the Facility as an integrated system.

Section 8. Independent Engineer

The Seller has facilitated the retention of an independent engineer in connection with the project financing of the Facility, as described below:

Gresham Engineering Advisors Inc. (the "Independent Engineer" or "IE") has been retained by Tralvendo National Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement dated as of August 1, 2025, among the Seller, Tralvendo National Bank, N.A. (as Administrative Agent), and the lender group party thereto (the "Financing Parties"). The Independent Engineer's scope of engagement includes, without limitation:

(a) review and verification of the Facility's engineering design, equipment specifications, and construction plans;

(b) review of the EPC Contract, including performance guarantees, warranty provisions, and risk allocation;

(c) periodic on-site inspections during the construction period to verify construction progress, quality of workmanship, and compliance with the EPC Contract and applicable codes and standards;

(d) review and confirmation of draw requests and construction milestone certifications submitted by the Seller to the Financing Parties;

(e) review of the Independent Resource Assessment and validation of the P50 energy production estimate;

(f) assessment of the bankability and risk profile of the Agreement and other material project contracts; and

(g) issuance of a final completion certificate confirming that the Facility has achieved Substantial Completion in accordance with the EPC Contract and is ready for commercial operation.

The Seller has agreed, pursuant to the Agreement, to cause the Independent Engineer to provide copies of all material reports, certificates, and correspondence to the Buyer upon the Buyer's reasonable request, subject to customary confidentiality restrictions.

Section 9. Insurance

The Seller shall procure and maintain, or cause to be procured and maintained, insurance coverages for the Facility in the types and amounts set forth in Exhibit E to the Agreement. The Seller's insurance program for the Facility is administered by the following parties:

Insurance Broker: Fieldstone Risk Advisors LLC, with offices in Houston, Texas, serves as the Seller's insurance broker and risk advisor for the Facility. Fieldstone Risk Advisors LLC is responsible for placing and servicing all insurance policies required under the Agreement and the Financing Documents, and for coordinating renewals, claims administration, and evidence-of-insurance deliveries to the Buyer, the Financing Parties, and other additional insureds or loss payees as required.

Builder's Risk / Property Insurance: During the construction period, the Facility will be insured under a builder's risk insurance policy issued by Commonwealth Mutual Insurance Co. Upon the Commercial Operation Date, builder's risk coverage will transition to a property/all-risk insurance policy providing coverage for the Facility's physical assets, including solar modules, tracker structures, inverters, transformers, substation equipment, and other balance-of-plant components. The property policy will include coverage for natural perils (including windstorm, hail, and flood, as applicable), equipment breakdown, and business interruption / loss of revenue.

General Liability Insurance: The Seller maintains commercial general liability insurance issued by Ridgeway Casualty Group Inc., providing coverage for third-party bodily injury and property damage claims arising out of the construction, operation, and maintenance of the Facility. The Buyer shall be named as an additional insured under the Seller's general liability policy, as required by the Agreement.

Required insurance coverages, minimum policy limits, deductible and retention levels, additional insured and loss payee endorsement requirements, and related insurance covenants are set forth in detail in Exhibit E to the Agreement. The Seller shall deliver to the Buyer certificates of insurance evidencing compliance with the requirements of Exhibit E prior to the commencement of construction and thereafter on an annual basis or upon any renewal, replacement, or material modification of any required policy.

Section 10. Project Useful Life

Estimated Useful Life: The Facility has an estimated useful life of thirty-five (35) years or more from the Commercial Operation Date. This estimate is based on industry-standard assumptions regarding the operational longevity of crystalline silicon PV modules (which typically carry linear performance warranties extending twenty-five (25) to thirty (30) years), the durability of galvanized steel tracker structures, and the expected replacement cycle for inverters and other electrical equipment. The Seller intends to operate and maintain the Facility in accordance with prudent industry practices and the manufacturer's recommended maintenance schedules to maximize the Facility's productive life.

PPA Term: The term of the Agreement is twenty (20) years, commencing on the Commercial Operation Date and expiring on the twentieth (20th) anniversary thereof. Based on the Expected Commercial Operation Date of April 1, 2027, the initial PPA term is expected to run from April 1, 2027 through March 31, 2047, unless earlier terminated or extended in accordance with the terms of the Agreement.

The Seller's estimated useful life of the Facility significantly exceeds the twenty-year PPA term, thereby providing assurance that the Facility is designed and constructed to operate reliably throughout the full duration of the Agreement and beyond. The Facility's design life and long-term performance are further supported by the manufacturer's module performance warranties, the EPC Contractor's workmanship warranties, and the Seller's ongoing operations and maintenance obligations under the Agreement.

ATTACHMENT 1 TO EXHIBIT A

LEGAL DESCRIPTION AND SITE PLAN

[To be inserted — metes and bounds legal description of the approximately 1,400-acre project site on FM Road 1776, Pecos County, Texas, prepared by a licensed Texas Registered Professional Land Surveyor, together with a survey plat or site plan depicting the Facility layout, including the location and arrangement of solar module arrays, tracker rows, inverter stations, medium-voltage collection circuits, the project substation, the gen-tie line corridor, internal access roads, perimeter fencing, setback lines, easements and rights-of-way, stormwater management features, the operations and maintenance building, and the Point of Interconnection at the Ft. Stockton 345 kV Substation. The legal description and site plan shall be consistent with the Ground Lease between Redrock Mesa Ranch LP (Lessor) and Saguaro Flats Solar LLC (Lessee) and shall be based on a current ALTA/NSPS Land Title Survey.]

End of Exhibit A — Facility Description and Site

ParameterValue
DC Nameplate Capacity195 MWdc
AC Nameplate Capacity (Inverter Rating)150 MWac
DC-to-AC RatioApproximately 1.30
ParameterDetail
CountyPecos County, Texas
Address / LocationFM Road 1776, approximately 12 miles southeast of Fort Stockton, Texas 79735
Approximate Site Acreage~1,400 acres
Latitude (approximate centroid)30.7849° N
Longitude (approximate centroid)103.3517° W
ElevationApproximately 2,800–2,950 feet above mean sea level
TerrainFlat to gently undulating desert grassland and scrubland
Nearest MunicipalityFort Stockton, Texas (unincorporated county seat of Pecos County)
ParameterDetail
Agreement TypeLarge Generation Interconnection Agreement ("LGIA")
ERCOT Queue PositionERCOT-GI-2024-0437
ERCOT Full Interconnection Study (FIS) CompletedMarch 14, 2025
LGIA ExecutedMay 15, 2025
Parties to LGIASaguaro Flats Solar LLC (Interconnecting Entity); West Texas Wires LLC (Transmission Service Provider); ERCOT (Independent System Operator)
Maximum Facility Output at POI150 MW (AC)
Required Network UpgradesBreaker replacement and relay upgrades at Ft. Stockton 345 kV Substation; estimated cost of $3,200,000 (funded by the Seller, subject to refund provisions under the LGIA)
ParameterDetail
EPC ContractorSunbelt Power Construction LLC
Jurisdiction of OrganizationTexas limited liability company
Headquarters2100 Industrial Blvd., San Antonio, Texas 78221
EPC Contract TypeFixed-price turnkey engineering, procurement, and construction contract
EPC Contract Price$142,500,000
MilestoneDate
Notice to Proceed (NTP) to EPC ContractorOctober 15, 2025 (target)
Expected Commercial Operation Date (COD)April 1, 2027
Estimated Construction PeriodApproximately 18 months from NTP to COD
ParameterDetail
Independent EngineerGresham Engineering Advisors Inc.
Jurisdiction of OrganizationTexas corporation
Headquarters8700 Shoal Creek Blvd., Suite 350, Austin, Texas 78757
Retained ByTralvendo National Bank, N.A. (as Administrative Agent for the lender group providing construction and term financing for the Facility)
RoleEntityLocation
Insurance BrokerFieldstone Risk Advisors LLCHouston, Texas
Builder's Risk / Property InsurerCommonwealth Mutual Insurance Co.—
General Liability InsurerRidgeway Casualty Group Inc.—