1015-00002 · Calloway-Briggs Renewables Inc · Transaction Documents/Exhibits

exhibit-c-form-of-buyer-guaranty.docx DOCUMENT M&A / Corporate

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EXHIBIT C TO POWER PURCHASE AGREEMENT

FORM OF GUARANTY

GUARANTY AGREEMENT

[●], 2025

This Guaranty Agreement (this "Guaranty") is made and entered into as of the date first set forth above, and constitutes Exhibit C to that certain Power Purchase Agreement dated as of [●], 2025 (as amended, supplemented, restated, or otherwise modified from time to time, the "PPA"), by and between Saguaro Flats Solar LLC, a Delaware limited liability company ("Seller"), and Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer"), for the purchase and sale of energy and environmental attributes generated by the Saguaro Flats Solar Project, a 150 MWac (195 MWdc) ground-mounted single-axis tracking solar photovoltaic generation facility located in Pecos County, Texas (the "Project").

PREAMBLE AND RECITALS

GUARANTOR: Meridian DataCore Solutions Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices and headquarters located at 700 Lakeshore Parkway, Building C, Austin, Texas 78746 (the "Guarantor").

BENEFICIARY: Saguaro Flats Solar LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its registered agent at Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904 (the "Beneficiary").

WHEREAS:

A. Buyer (Meridian DataCore Solutions Inc.) and Seller (Saguaro Flats Solar LLC) have entered into that certain Power Purchase Agreement dated as of [●], 2025 (the "PPA"), pursuant to which Buyer has agreed to purchase, and Seller has agreed to sell, energy and environmental attributes (including renewable energy certificates) generated by the Saguaro Flats Solar Project, a 150 MWac (195 MWdc) ground-mounted single-axis tracking solar photovoltaic facility located in Pecos County, Texas (the "Project");

B. The PPA is structured as a virtual (financial) power purchase agreement and contract for differences settling at the ERCOT West Hub node, with a delivery term of twenty (20) years commencing on the Commercial Operation Date (currently expected to occur on or about April 1, 2027) and expiring on March 31, 2047, representing an aggregate nominal contract value of approximately One Hundred Forty Million Dollars ($140,000,000) over the full term;

C. As a condition precedent to the effectiveness of the PPA, and as a material inducement for Seller to enter into the PPA with Buyer, Guarantor has agreed to guarantee the payment and performance obligations of Buyer arising under the PPA, subject to the terms, conditions, and limitations set forth in this Guaranty;

D. Guarantor is the ultimate parent entity of Buyer. The Parties acknowledge that Meridian DataCore Solutions Inc. serves in the dual capacity of both the Buyer under the PPA and the Guarantor under this Guaranty. This Guaranty constitutes a direct corporate guarantee of Meridian DataCore Solutions Inc.'s own obligations under the PPA, provided for the benefit and security of Beneficiary and, to the extent set forth in Article 10 hereof, for the benefit of the Administrative Agent and the lenders under the Project's senior secured financing; and

E. Guarantor is publicly traded on the Nasdaq Stock Market (ticker symbol: MDCS), with a market capitalization of approximately Eight Billion Two Hundred Million Dollars ($8,200,000,000) as of June 2025, audited fiscal year 2024 revenue of approximately Two Billion One Hundred Million Dollars ($2,100,000,000), audited fiscal year 2024 earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately Seven Hundred Forty Million Dollars ($740,000,000), and a current investment-grade corporate credit rating of BBB from Pinnacle Ratings Group.

NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by this reference), the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

ARTICLE 1 — DEFINITIONS

For purposes of this Guaranty, the following terms shall have the meanings ascribed to them below. Any capitalized term used but not defined in this Guaranty shall have the meaning ascribed to such term in the PPA.

"Beneficiary" means Saguaro Flats Solar LLC, a Delaware limited liability company, and its permitted successors and assigns under the PPA and this Guaranty.

"Business Day" has the meaning ascribed to such term in the PPA.

"Buyer" means Meridian DataCore Solutions Inc., a Delaware corporation.

"Guaranteed Amount" means Fourteen Million Dollars ($14,000,000), representing the maximum aggregate liability of Guarantor under this Guaranty at any time. The Guaranteed Amount is equal to two (2) years of estimated annual PPA revenues (calculated as Seven Million Dollars ($7,000,000) per year multiplied by two (2)). The Guaranteed Amount shall be subject to reduction and reinstatement as set forth in Section 2.2.

"Guaranteed Obligations" means all payment obligations and performance obligations of Buyer arising under or in connection with the PPA, including without limitation: (i) all amounts payable by Buyer under the contract-for-differences settlement mechanics set forth in the PPA; (ii) any termination payments owed by Buyer pursuant to the PPA upon early termination thereof; (iii) any indemnification obligations of Buyer under the PPA; and (iv) any costs, expenses, interest, fees, or other amounts payable by Buyer under the PPA; in each case, subject to and limited by the Guaranteed Amount cap set forth in Section 2.2.

"Guarantor" means Meridian DataCore Solutions Inc., a corporation duly organized and existing under the laws of the State of Delaware.

"Guarantor Event of Default" has the meaning set forth in Section 7.1.

"Guaranty" means this Guaranty Agreement, as it may be amended, supplemented, or modified from time to time in accordance with Section 11.5.

"Minimum Credit Requirement" means a corporate credit rating from Pinnacle Ratings Group of not less than BBB− (investment grade).

"PPA" means the Power Purchase Agreement dated as of [●], 2025, by and between Saguaro Flats Solar LLC, as Seller, and Meridian DataCore Solutions Inc., as Buyer, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.

"Qualified Institution" means a U.S. commercial bank or financial institution that maintains a long-term unsecured senior debt credit rating of at least A− from Pinnacle Ratings Group (or an equivalent rating from a nationally recognized rating agency acceptable to Beneficiary).

All references in this Guaranty to "Articles," "Sections," and "Schedules" refer to articles, sections, and schedules of this Guaranty, unless the context otherwise requires. The words "herein," "hereof," "hereunder," and words of similar import refer to this Guaranty as a whole and not to any particular provision hereof. The word "including" shall mean "including without limitation." References to any agreement or instrument shall be deemed to include references to such agreement or instrument as amended, supplemented, restated, or otherwise modified from time to time.

ARTICLE 2 — GUARANTY

Section 2.1 — Guaranty of Payment and Performance

Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Beneficiary the full and punctual payment and performance of each and every Guaranteed Obligation when and as the same shall become due and payable or performable, whether at stated maturity, by acceleration, or otherwise, subject in all cases to the Guaranteed Amount cap set forth in Section 2.2 hereof. This Guaranty is a guaranty of payment and performance, and not merely a guaranty of collection. Beneficiary shall not be required to exhaust its remedies against Buyer, to make any demand upon Buyer, to commence or prosecute any action or proceeding against Buyer, to exercise any right or remedy against any collateral or security, or to resort to any other person or entity liable for any Guaranteed Obligation, before making demand upon Guarantor hereunder or enforcing this Guaranty against Guarantor. The obligations of Guarantor hereunder are primary and not secondary or contingent, and Guarantor shall be liable hereunder as a primary obligor and not merely as a surety.

Section 2.2 — Guaranteed Amount Cap

Notwithstanding anything to the contrary in this Guaranty, Guarantor's aggregate liability under this Guaranty shall not exceed, at any time, the Guaranteed Amount of Fourteen Million Dollars ($14,000,000). Any payments made by Guarantor to Beneficiary (or to the Administrative Agent on behalf of Beneficiary) pursuant to this Guaranty shall reduce the then-available Guaranteed Amount on a dollar-for-dollar basis. The Guaranteed Amount shall be reinstated to Fourteen Million Dollars ($14,000,000) if and to the extent that amounts previously paid by Guarantor hereunder are subsequently returned, restored, or repaid to Guarantor by Beneficiary (whether as a result of a final, non-appealable judicial or arbitral determination, a settlement, or otherwise). For the avoidance of doubt, in no event shall the aggregate amount of payments made by Guarantor under this Guaranty, after giving effect to any such reinstatement, exceed the Guaranteed Amount at any point in time.

Section 2.3 — Nature of Guaranty

This Guaranty is a continuing guaranty and shall remain in full force and effect until the earlier of (a) the termination of this Guaranty in accordance with Article 8 hereof, or (b) the irrevocable, indefeasible payment and performance in full of all Guaranteed Obligations. This Guaranty shall not be discharged, diminished, or otherwise affected by:

(a) any amendment, modification, supplement, renewal, extension, restatement, or waiver of any provision of the PPA, whether or not Guarantor has received notice thereof or consented thereto (subject to the limitations set forth in Section 6.2);

(b) any exercise or non-exercise by Beneficiary of any right, power, or remedy under the PPA or at law or in equity;

(d) any insolvency, bankruptcy, dissolution, liquidation, reorganization, or similar proceeding involving or affecting Buyer;

(e) any invalidity, irregularity, or unenforceability of the PPA or any Guaranteed Obligation;

(f) any release, compromise, settlement, waiver, subordination, or modification of any obligation of any other person or entity liable for any Guaranteed Obligation; or

(g) any other event, occurrence, or circumstance that might otherwise constitute a legal or equitable defense or discharge of Guarantor's obligations hereunder, whether similar or dissimilar to the foregoing.

This Guaranty constitutes an independent obligation of Guarantor. Beneficiary shall not be required to join Buyer as a party in any action or proceeding to enforce this Guaranty against Guarantor.

ARTICLE 3 — DEMAND AND PAYMENT PROCEDURES

Section 3.1 — Demand for Payment

In the event that any Guaranteed Obligation has become due and payable by Buyer under the PPA and Buyer has failed to pay or perform such Guaranteed Obligation within any applicable notice and cure period provided under the PPA, Beneficiary may make demand upon Guarantor for payment by delivering a written demand to Guarantor (a "Demand") substantially in the form set forth in Schedule 1 attached hereto, specifying:

(i) the nature and amount of the Guaranteed Obligation that has not been paid or performed by Buyer;

(ii) the date on which such Guaranteed Obligation became due and payable or performable under the PPA;

(iii) a statement certifying that Buyer has failed to pay or perform such Guaranteed Obligation within the applicable notice and cure period set forth in the PPA; and

(iv) wire transfer instructions for an account designated by Beneficiary for receipt of payment.

Each Demand shall be delivered to Guarantor at the following address (or such other address as Guarantor may designate in writing from time to time in accordance with Section 11.3):

Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746

Attention: Victor Langford, Deputy General Counsel

With a copy (which shall not constitute notice) to:

Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746

Attention: Priya Chandrasekaran, Chief Financial Officer

Section 3.2 — Timing of Payment

Guarantor shall pay the amount set forth in a conforming Demand within thirty (30) Business Days following Guarantor's receipt of such Demand. All payments by Guarantor under this Guaranty shall be made in lawful currency of the United States in immediately available funds by wire transfer to the account designated by Beneficiary in the applicable Demand. If Guarantor disputes any Demand in good faith, Guarantor shall nonetheless pay any undisputed portion of such Demand within the thirty (30) Business Day period and shall promptly notify Beneficiary in writing of the basis for such dispute. Any disputed amounts shall be resolved in accordance with the dispute resolution provisions set forth in Section 11.2.

Section 3.3 — No Set-Off

Guarantor shall make all payments required under this Guaranty without set-off, counterclaim, recoupment, defense, or deduction of any kind, except to the extent that any such defense is expressly preserved under this Guaranty. No payment by Guarantor shall be subject to any withholding or deduction for or on account of any taxes, unless required by applicable law, in which case Guarantor shall gross up such payment so that Beneficiary receives the full amount that it would have received absent such withholding or deduction.

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR

Guarantor hereby represents and warrants to Beneficiary as of the date hereof, and shall be deemed to reaffirm each such representation and warranty as of the date of each Demand, as follows:

Section 4.1 — Organization and Good Standing

Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Guarantor is duly qualified to transact business and is in good standing in the State of Texas and in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty.

Section 4.2 — Authority and Authorization

Guarantor has full corporate power and authority to execute, deliver, and perform this Guaranty and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Guaranty by Guarantor have been duly authorized by all necessary corporate action on the part of Guarantor, including any required approvals of Guarantor's board of directors or any committee thereof. No further consent, approval, authorization, or action of Guarantor's shareholders, board of directors, or any other person or entity is required for the valid execution, delivery, and performance of this Guaranty by Guarantor.

Section 4.3 — Enforceability

This Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 4.4 — No Conflicts

The execution, delivery, and performance of this Guaranty by Guarantor do not and will not:

(i) violate, conflict with, or result in a breach or contravention of the certificate of incorporation, bylaws, or other organizational documents of Guarantor;

(ii) violate, conflict with, or result in a breach of any applicable law, statute, rule, regulation, ordinance, order, judgment, decree, or injunction applicable to Guarantor or any of its properties or assets;

(iii) result in a breach of, constitute a default or event of default under, or give rise to any right of termination, cancellation, acceleration, or loss of any material benefit under, any material contract, agreement, indenture, mortgage, deed of trust, lease, license, or other instrument to which Guarantor is a party or by which Guarantor or any of its properties or assets is bound; or

(iv) require any consent, approval, authorization, order, registration, qualification, or filing with or of any governmental authority, regulatory body, or other person, which has not already been obtained or made and which is in full force and effect.

Section 4.5 — Litigation

There is no action, suit, proceeding, claim, arbitration, or governmental investigation pending or, to Guarantor's knowledge after reasonable inquiry, threatened against or affecting Guarantor before any court, arbitrator, governmental body, agency, or official that would, individually or in the aggregate, reasonably be expected to materially impair Guarantor's ability to perform its obligations under this Guaranty or to materially adversely affect the enforceability hereof.

Section 4.6 — Credit Rating

As of the date hereof, Guarantor maintains a corporate credit rating of not less than BBB from Pinnacle Ratings Group, and Guarantor satisfies the Minimum Credit Requirement. Guarantor has not received any written notice from Pinnacle Ratings Group that its corporate credit rating is under review for possible downgrade to below investment grade.

Section 4.7 — Financial Condition

Guarantor's most recently filed annual report on Form 10-K with the United States Securities and Exchange Commission (the "SEC") and the audited consolidated financial statements contained therein (including the notes thereto) fairly present, in all material respects, the consolidated financial position, results of operations, and cash flows of Guarantor and its consolidated subsidiaries as of the dates and for the periods indicated, in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis. Since the date of Guarantor's most recently filed annual report on Form 10-K, no event or circumstance has occurred that has had, or would reasonably be expected to have, a material adverse change in the financial condition, business, assets, or results of operations of Guarantor, taken as a whole, that would materially impair Guarantor's ability to perform its obligations under this Guaranty.

ARTICLE 5 — COVENANTS OF GUARANTOR

Guarantor hereby covenants and agrees that, throughout the term of this Guaranty:

Section 5.1 — Maintenance of Existence

Guarantor shall maintain its corporate existence and its good standing under the laws of the State of Delaware and shall maintain its qualification to do business in the State of Texas and in each other jurisdiction in which the failure to maintain such qualification would reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty.

Section 5.2 — Financial Reporting

Upon Beneficiary's reasonable written request (which shall not be made more frequently than once per calendar year), Guarantor shall furnish or make available to Beneficiary the following financial information:

(i) Guarantor's audited annual consolidated financial statements (including balance sheet, income statement, statement of cash flows, and accompanying notes), prepared in accordance with GAAP, within one hundred twenty (120) days following the end of each fiscal year of Guarantor; and

(ii) Guarantor's most recent unaudited quarterly consolidated financial statements (including balance sheet and income statement), prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes), within sixty (60) days following the end of each fiscal quarter of Guarantor.

For so long as Guarantor is a public reporting company and files periodic reports with the SEC (including annual reports on Form 10-K and quarterly reports on Form 10-Q), the timely filing of such reports with the SEC (or the availability of such reports on the SEC's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") or on Guarantor's investor relations website) shall satisfy Guarantor's obligations under this Section 5.2 without any further action or delivery by Guarantor. As of the date hereof, Guarantor's common stock is listed on the Nasdaq Stock Market under the ticker symbol "MDCS."

Section 5.3 — Notice of Material Adverse Change

Guarantor shall promptly (and in any event within ten (10) Business Days) notify Beneficiary in writing of any event, condition, or circumstance that has occurred or that Guarantor reasonably believes is likely to occur that would reasonably be expected to have a material adverse effect on Guarantor's financial condition, business, or results of operations to such extent as would materially impair Guarantor's ability to perform its obligations under this Guaranty.

Section 5.4 — Notice of Credit Rating Downgrade

Guarantor shall notify Beneficiary in writing within five (5) Business Days following any downgrade of Guarantor's corporate credit rating by Pinnacle Ratings Group to below BBB− (i.e., to below investment grade) or any withdrawal of such credit rating. Such notice shall describe the nature and extent of the rating action and shall set forth Guarantor's proposed plan, if any, to satisfy the requirements of Section 5.5.

Section 5.5 — Minimum Credit Requirement

Guarantor shall maintain a corporate credit rating from Pinnacle Ratings Group of not less than BBB− (investment grade) at all times during the term of this Guaranty. In the event that Guarantor's corporate credit rating is downgraded by Pinnacle Ratings Group to below BBB− (or is withdrawn), Guarantor shall, within thirty (30) days following the effective date of such downgrade or withdrawal, at Guarantor's sole cost and expense, either:

(a) cause a Qualified Institution to issue an irrevocable standby letter of credit in favor of Beneficiary (or the Administrative Agent, as applicable), in form and substance reasonably acceptable to Beneficiary, in an amount equal to the then-outstanding Guaranteed Amount (up to a maximum of Fourteen Million Dollars ($14,000,000)), which letter of credit shall have an initial term of not less than one (1) year with automatic annual renewal provisions and shall otherwise comply with the credit support requirements of the PPA; or

(b) provide such other form of credit support (including a cash deposit into an escrow account, a surety bond, or a guaranty from a creditworthy third party) as may be acceptable to Beneficiary in its reasonable discretion and in an amount equal to the then-outstanding Guaranteed Amount.

Any such letter of credit or alternative credit support shall remain in effect until such time as Guarantor's corporate credit rating is restored to at least BBB− by Pinnacle Ratings Group, at which point Guarantor may request return or cancellation of such credit support upon written notice to Beneficiary.

Section 5.6 — No Merger or Consolidation Without Assumption

Guarantor shall not merge with or into, or consolidate with, any other entity, or sell, transfer, or convey all or substantially all of its assets to any other entity, unless:

(a) the surviving, resulting, or transferee entity (if other than Guarantor) expressly assumes in writing, in form and substance reasonably satisfactory to Beneficiary, all of Guarantor's obligations under this Guaranty; and

(b) such surviving, resulting, or transferee entity satisfies the Minimum Credit Requirement as of the effective date of such merger, consolidation, or transfer, or, if such entity does not satisfy the Minimum Credit Requirement, such entity simultaneously provides alternative credit support in accordance with Section 5.5.

Upon any such assumption in compliance with this Section 5.6, Guarantor (if not the surviving entity) shall be released from its obligations hereunder prospectively, but not with respect to any Guaranteed Obligations that accrued prior to the effective date of such assumption.

ARTICLE 6 — WAIVERS BY GUARANTOR

Section 6.1 — Waivers of Defenses

Guarantor hereby waives, to the fullest extent permitted by applicable law, each of the following:

(a) notice of acceptance of this Guaranty by Beneficiary;

(b) notice of the creation, renewal, extension, accrual, or existence of any Guaranteed Obligations, or of the terms, amounts, or conditions thereof;

(d) presentment, protest, demand, and notice of dishonor or non-payment of any kind with respect to any Guaranteed Obligation;

(e) any defense arising from the incapacity, lack of authority, death, disability, dissolution, termination of existence, or bankruptcy of Buyer or any other person or entity;

(f) any defense arising from Beneficiary's failure or delay in exercising, or Beneficiary's election not to exercise, any right, power, or remedy against Buyer or any other person or entity, or any collateral or security held by Beneficiary;

(g) any defense based upon an election of remedies by Beneficiary, including any election that, by operation of law or otherwise, may have the effect of destroying or impairing Guarantor's right of subrogation, right of reimbursement, or right of contribution;

(h) any suretyship or guarantor defenses otherwise available to Guarantor under applicable law, including without limitation any defense available under Sections 3-605 and 3-419 of the Uniform Commercial Code as in effect in the State of New York, or any analogous provision of any other applicable jurisdiction; and

(i) any other defense or circumstance that might otherwise constitute a legal or equitable discharge of a guarantor or surety.

Guarantor acknowledges that the foregoing waivers are a material inducement for Beneficiary to enter into the PPA and are given after consultation with independent legal counsel.

Section 6.2 — Consent to Modifications

Guarantor hereby consents to any and all amendments, modifications, supplements, extensions, renewals, restatements, or waivers of any provision of the PPA that may hereafter be made or granted by Beneficiary, in each case without notice to Guarantor and without affecting, impairing, or releasing Guarantor's obligations hereunder; provided, however, that no amendment, modification, or supplement to the PPA that would increase the aggregate Guaranteed Obligations beyond the Guaranteed Amount of Fourteen Million Dollars ($14,000,000) shall be effective against Guarantor, or shall increase Guarantor's obligations hereunder, without Guarantor's prior written consent. For the avoidance of doubt, the Guaranteed Amount cap set forth in Section 2.2 shall apply regardless of any amendment or modification of the PPA.

Section 6.3 — Waiver of Subrogation

Until all Guaranteed Obligations have been irrevocably paid and performed in full and this Guaranty has terminated in accordance with Article 8, Guarantor hereby waives, and agrees not to exercise or assert, any and all rights that Guarantor may have or acquire:

(a) of subrogation against Buyer or any other person or entity with respect to any Guaranteed Obligation;

(b) of contribution, reimbursement, or indemnity against Buyer or any other guarantor, surety, or co-obligor with respect to any Guaranteed Obligation;

(c) to participate in or benefit from any collateral, security, or guaranty held by Beneficiary for payment or performance of any Guaranteed Obligation; and

(d) to enforce any remedy that Beneficiary now has or hereafter may have against Buyer or any other person or entity.

If any amount shall be paid to Guarantor in violation of the foregoing waiver, such amount shall be received and held by Guarantor in trust for the benefit of Beneficiary and shall be promptly paid over to Beneficiary for application against the Guaranteed Obligations, whether or not then due.

ARTICLE 7 — EVENTS OF DEFAULT AND REMEDIES

Section 7.1 — Guarantor Events of Default

The occurrence of any of the following events or conditions shall constitute a "Guarantor Event of Default" under this Guaranty:

(a) Payment Default. Guarantor fails to make any payment required to be made under this Guaranty when due, and such failure continues for a period of ten (10) Business Days after receipt by Guarantor of written notice from Beneficiary specifying such failure;

(b) Misrepresentation. Any representation or warranty made by Guarantor in this Guaranty (including the representations and warranties set forth in Article 4) proves to have been materially incorrect, misleading, or untrue when made or when deemed reaffirmed;

(c) Covenant Default. Guarantor breaches or fails to perform any covenant, agreement, or obligation contained in this Guaranty (other than a payment obligation governed by clause (a) above), and such breach or failure (if capable of cure) remains uncured for a period of thirty (30) days after receipt by Guarantor of written notice from Beneficiary specifying such breach;

(d) Insolvency. Guarantor (i) becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding under any applicable bankruptcy, insolvency, reorganization, receivership, liquidation, or similar law (and, in the case of an involuntary proceeding, such proceeding is not dismissed within sixty (60) days after the filing thereof); (ii) makes an assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts generally as they become due; (iv) consents to the appointment of a receiver, trustee, custodian, or liquidator of all or a substantial part of its assets; or (v) is dissolved or liquidated; or

(e) Credit Rating Failure. Guarantor's corporate credit rating from Pinnacle Ratings Group is withdrawn or downgraded to below BBB−, and Guarantor fails to provide the alternative credit support required by Section 5.5 within the thirty (30)-day period specified therein.

Section 7.2 — Remedies

Upon the occurrence and during the continuance of a Guarantor Event of Default, Beneficiary may, at its sole discretion, exercise any or all of the following remedies:

(i) declare all Guaranteed Obligations immediately due and payable (subject in all cases to the Guaranteed Amount cap set forth in Section 2.2), without further notice or demand, and Guarantor shall promptly pay the amount of all such Guaranteed Obligations to Beneficiary;

(ii) exercise any and all rights and remedies available to Beneficiary under this Guaranty, the PPA, or applicable law or equity, including without limitation the right to seek specific performance, injunctive relief, or damages; and

(iii) require Buyer to provide, within thirty (30) days following written notice from Beneficiary, a replacement guaranty or irrevocable standby letter of credit from a Qualified Institution, in an amount equal to the then-outstanding Guaranteed Amount and in form and substance reasonably satisfactory to Beneficiary, and if Buyer fails to provide such replacement credit support within such thirty (30)-day period, Beneficiary shall have such rights and remedies as are available under the PPA, including without limitation any right to terminate the PPA for a Buyer Event of Default in accordance with the terms thereof.

All remedies of Beneficiary hereunder are cumulative and not exclusive of any other remedies that may be available to Beneficiary at law or in equity. No exercise or failure to exercise any remedy shall constitute a waiver of any other right or remedy.

ARTICLE 8 — TERM AND TERMINATION

Section 8.1 — Effective Date

This Guaranty shall become effective upon execution and delivery hereof by Guarantor. For the avoidance of doubt, this Guaranty shall become effective regardless of whether the PPA has achieved the Commercial Operation Date or any other milestone thereunder.

Section 8.2 — Expiration

This Guaranty shall remain in full force and effect until the later of:

(a) the date on which all Guaranteed Obligations have been irrevocably and indefeasibly paid and performed in full (such that no further Guaranteed Obligations are or may become outstanding under the PPA); and

(b) the date that is sixty (60) days following the expiration or earlier termination of the PPA in accordance with its terms, including the date by which all post-termination payment obligations of Buyer under the PPA have been satisfied in full.

The PPA has a delivery term of twenty (20) years from the Commercial Operation Date (currently expected to occur on or about April 1, 2027), with expiration currently anticipated on March 31, 2047. Accordingly, this Guaranty is expected to remain in effect through at least May 30, 2047, subject to the satisfaction of all post-termination obligations.

Section 8.3 — Survival

The obligations of Guarantor with respect to Guaranteed Obligations arising or accruing prior to the expiration or termination of this Guaranty, and any obligations of Guarantor under Demands made prior to or within the sixty (60)-day period described in Section 8.2, shall survive such expiration or termination and shall continue until all such obligations have been irrevocably and indefeasibly paid and performed in full. The provisions of Article 6 (Waivers by Guarantor), Section 9.1 (Subordination of Claims), Section 11.1 (Governing Law), and Section 11.2 (Dispute Resolution) shall survive the termination or expiration of this Guaranty.

Section 8.4 — Early Termination by Beneficiary

Beneficiary may terminate this Guaranty at any time in its sole and absolute discretion by delivering written notice to Guarantor in accordance with Section 11.3. Such termination shall be effective upon receipt of such notice by Guarantor; provided, however, that such termination shall not release Guarantor from any obligations or liabilities with respect to Demands previously made or Guaranteed Obligations that accrued prior to the effective date of such termination.

ARTICLE 9 — SUBORDINATION

Section 9.1 — Subordination of Claims

Any indebtedness, liabilities, or obligations of Buyer to Guarantor, whether now existing or hereafter arising, howsoever created (including without limitation intercompany loans, advances, accounts payable, management fees, or other charges), and all interest, fees, and other amounts payable with respect thereto (collectively, "Subordinated Indebtedness"), are hereby subordinated in right of payment and priority to the Guaranteed Obligations. So long as any Guaranteed Obligations remain outstanding, Guarantor shall not demand, accept, receive, or retain any payment from Buyer on account of any Subordinated Indebtedness, except for payments made in the ordinary course of business between Guarantor and Buyer consistent with past practice and so long as (i) no Guarantor Event of Default has occurred and is continuing under this Guaranty, (ii) no default or event of default by Buyer has occurred and is continuing under the PPA, and (iii) after giving effect to such payment, Buyer would remain able to perform its obligations under the PPA as they become due. If Guarantor receives any payment on account of Subordinated Indebtedness in violation of this Section 9.1, Guarantor shall hold such payment in trust for the benefit of Beneficiary and shall promptly remit such payment to Beneficiary for application against the Guaranteed Obligations.

ARTICLE 10 — LENDER PROVISIONS

Section 10.1 — Acknowledgment of Collateral Assignment

Guarantor acknowledges and agrees that Seller may, pursuant to the Lender Consent Agreement attached as Exhibit F to the PPA, collaterally assign its rights, title, and interest in, to, and under the PPA (and, by extension, this Guaranty) to Tralvendo National Bank, N.A., in its capacity as Administrative Agent (the "Administrative Agent") for the benefit of itself and the lender syndicate providing a One Hundred Eight Million Dollar ($108,000,000) senior secured construction-to-term loan facility to Seller for the development, construction, and operation of the Project. Guarantor further acknowledges that the lender syndicate includes, among others, Osprey Commercial Lending Corp., Grandview Savings Bank, FSB, and Blue Prairie Capital Markets LLC (collectively with the Administrative Agent, the "Lender Parties").

Guarantor hereby agrees that the Administrative Agent and the Lender Parties shall be express third-party beneficiaries of this Guaranty to the extent of such collateral assignment and shall have the right to enforce this Guaranty directly against Guarantor in accordance with its terms. Any payments made by Guarantor hereunder to the Administrative Agent (or to any designee of the Administrative Agent) in accordance with a valid collateral assignment and upon written direction from the Administrative Agent shall constitute a discharge of Guarantor's payment obligations hereunder to the extent of such payments.

Section 10.2 — No Impairment by Lender Actions

Guarantor's obligations under this Guaranty shall not be released, diminished, impaired, or otherwise affected by any actions taken by the Administrative Agent or any Lender Party in exercising step-in rights, cure rights, foreclosure rights, or other remedies available under the Lender Consent Agreement, the financing documents, or applicable law. Without limiting the generality of the foregoing, Guarantor's obligations hereunder shall remain in full force and effect if the Administrative Agent or any Lender Party exercises any right to step into the position of Seller under the PPA, assumes operation of the Project, forecloses upon any equity interest or asset of Seller, or otherwise takes any action in connection with the enforcement of the Lender Parties' security interests. Guarantor waives any defense based upon any such action by the Administrative Agent or any Lender Party.

ARTICLE 11 — MISCELLANEOUS

Section 11.1 — Governing Law

This Guaranty and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (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. The parties hereby acknowledge that the PPA is also governed by New York law, and intend that this Guaranty be interpreted consistently with the PPA.

Section 11.2 — Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Guaranty, or the breach, termination, or validity thereof, shall be resolved in accordance with the dispute resolution provisions set forth in the PPA. In summary:

(a) Negotiation. The parties shall first attempt to resolve any dispute through good-faith negotiation between senior executives of Guarantor and Beneficiary for a period of thirty (30) days following written notice of the dispute.

(b) Binding Arbitration. If the dispute is not resolved within such thirty (30)-day negotiation period, the dispute shall be submitted to and finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in New York, New York, under the AAA Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a panel of three (3) arbitrators, selected in accordance with the AAA Commercial Arbitration Rules. The arbitral award shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction.

(c) Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief, specific performance, or other equitable remedies from the Supreme Court of the State of New York, County of New York, or the United States District Court for the Southern District of New York, without the necessity of posting a bond or proving actual damages. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts for purposes of any action for injunctive or equitable relief and waives any objection to venue or jurisdiction in connection therewith.

Section 11.3 — Notices

All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be deemed to have been duly given when (i) delivered by hand (with written confirmation of receipt), (ii) delivered by a nationally recognized overnight courier service (with written confirmation of delivery), or (iii) transmitted by electronic mail (with confirmation of receipt by the intended recipient, which may include an automated "read receipt" or a responsive electronic mail), in each case addressed as follows:

If to Guarantor:

Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746

Attention: Victor Langford, Deputy General Counsel

Email: v.langford@meridiandatacore.com

With a copy (which shall not constitute notice) to:

Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746

Attention: Priya Chandrasekaran, Chief Financial Officer

Email: p.chandrasekaran@meridiandatacore.com

If to Beneficiary:

Saguaro Flats Solar LLC c/o Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, Texas 77002

Attention: Rachel Muñoz, General Counsel

Email: r.munoz@calloway-briggs.com

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, Texas 77002

Attention: Patricia Dunmore

Email: pdunmore@calderwoodharkness.com

Either party may change its address for notices by providing written notice to the other party in accordance with this Section 11.3. Notices shall be effective upon actual receipt by the intended recipient (or, in the case of overnight courier delivery, upon the date of confirmed delivery as shown on the courier's records).

Section 11.4 — Assignment

Guarantor may not assign, transfer, or delegate its rights, interests, or obligations under this Guaranty, in whole or in part, to any person or entity without the prior written consent of Beneficiary, which consent may be withheld in Beneficiary's sole and absolute discretion. Any purported assignment by Guarantor in violation of this Section 11.4 shall be null and void and of no force or effect.

Beneficiary may assign its rights (but not its obligations) under this Guaranty, without Guarantor's consent, in connection with (i) any permitted assignment or transfer of the PPA in accordance with the terms thereof, or (ii) any collateral assignment to the Administrative Agent and the Lender Parties in connection with the senior secured financing of the Project. Beneficiary shall provide written notice to Guarantor of any such assignment within ten (10) Business Days following the effective date thereof.

Section 11.5 — Amendments and Waivers

No amendment, modification, supplement, or waiver of any provision of this Guaranty shall be effective unless the same shall be set forth in a written instrument duly executed by both Guarantor and Beneficiary (and, to the extent applicable, with the consent of the Administrative Agent if required under the Lender Consent Agreement). No failure or delay by Beneficiary in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies provided by law or equity.

Section 11.6 — Severability

If any provision of this Guaranty is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitral tribunal, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guaranty, and this Guaranty shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties shall endeavor in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.

Section 11.7 — Entire Agreement

This Guaranty, together with the PPA (including all exhibits and schedules thereto), constitutes the entire agreement between Guarantor and Beneficiary with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written, relating to the subject matter hereof. No representation, warranty, promise, inducement, or statement of intention has been made by any party that is not embodied in this Guaranty or the PPA, and no party shall be bound by or liable for any alleged representation, warranty, promise, inducement, or statement of intention not so set forth.

Section 11.8 — Counterparts

This Guaranty may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Guaranty by portable document format ("PDF") transmission, electronic mail, or other electronic means (including any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be effective as delivery of a manually executed counterpart.

Section 11.9 — Headings

EXHIBIT C TO POWER PURCHASE AGREEMENT
FORM OF GUARANTY
GUARANTY AGREEMENT
[●], 2025
This Guaranty Agreement (this "Guaranty") is made and entered into as of the date first set forth above, and constitutes Exhibit C to that certain Power Purchase Agreement dated as of [●], 2025 (as amended, supplemented, restated, or otherwise modified from time to time, the "PPA"), by and between Saguaro Flats Solar LLC, a Delaware limited liability company ("Seller"), and Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer"), for the purchase and sale of energy and environmental attributes generated by the Saguaro Flats Solar Project, a 150 MWac (195 MWdc) ground-mounted single-axis tracking solar photovoltaic generation facility located in Pecos County, Texas (the "Project").
PREAMBLE AND RECITALS
GUARANTOR: Meridian DataCore Solutions Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices and headquarters located at 700 Lakeshore Parkway, Building C, Austin, Texas 78746 (the "Guarantor").
BENEFICIARY: Saguaro Flats Solar LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its registered agent at Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904 (the "Beneficiary").
WHEREAS:
A. Buyer (Meridian DataCore Solutions Inc.) and Seller (Saguaro Flats Solar LLC) have entered into that certain Power Purchase Agreement dated as of [●], 2025 (the "PPA"), pursuant to which Buyer has agreed to purchase, and Seller has agreed to sell, energy and environmental attributes (including renewable energy certificates) generated by the Saguaro Flats Solar Project, a 150 MWac (195 MWdc) ground-mounted single-axis tracking solar photovoltaic facility located in Pecos County, Texas (the "Project");
B. The PPA is structured as a virtual (financial) power purchase agreement and contract for differences settling at the ERCOT West Hub node, with a delivery term of twenty (20) years commencing on the Commercial Operation Date (currently expected to occur on or about April 1, 2027) and expiring on March 31, 2047, representing an aggregate nominal contract value of approximately One Hundred Forty Million Dollars ($140,000,000) over the full term;
C. As a condition precedent to the effectiveness of the PPA, and as a material inducement for Seller to enter into the PPA with Buyer, Guarantor has agreed to guarantee the payment and performance obligations of Buyer arising under the PPA, subject to the terms, conditions, and limitations set forth in this Guaranty;
D. Guarantor is the ultimate parent entity of Buyer. The Parties acknowledge that Meridian DataCore Solutions Inc. serves in the dual capacity of both the Buyer under the PPA and the Guarantor under this Guaranty. This Guaranty constitutes a direct corporate guarantee of Meridian DataCore Solutions Inc.'s own obligations under the PPA, provided for the benefit and security of Beneficiary and, to the extent set forth in Article 10 hereof, for the benefit of the Administrative Agent and the lenders under the Project's senior secured financing; and
E. Guarantor is publicly traded on the Nasdaq Stock Market (ticker symbol: MDCS), with a market capitalization of approximately Eight Billion Two Hundred Million Dollars ($8,200,000,000) as of June 2025, audited fiscal year 2024 revenue of approximately Two Billion One Hundred Million Dollars ($2,100,000,000), audited fiscal year 2024 earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately Seven Hundred Forty Million Dollars ($740,000,000), and a current investment-grade corporate credit rating of BBB from Pinnacle Ratings Group.
NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by this reference), the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:
ARTICLE 1 — DEFINITIONS
For purposes of this Guaranty, the following terms shall have the meanings ascribed to them below. Any capitalized term used but not defined in this Guaranty shall have the meaning ascribed to such term in the PPA.
"Beneficiary" means Saguaro Flats Solar LLC, a Delaware limited liability company, and its permitted successors and assigns under the PPA and this Guaranty.
"Business Day" has the meaning ascribed to such term in the PPA.
"Buyer" means Meridian DataCore Solutions Inc., a Delaware corporation.
"Guaranteed Amount" means Fourteen Million Dollars ($14,000,000), representing the maximum aggregate liability of Guarantor under this Guaranty at any time. The Guaranteed Amount is equal to two (2) years of estimated annual PPA revenues (calculated as Seven Million Dollars ($7,000,000) per year multiplied by two (2)). The Guaranteed Amount shall be subject to reduction and reinstatement as set forth in Section 2.2.
"Guaranteed Obligations" means all payment obligations and performance obligations of Buyer arising under or in connection with the PPA, including without limitation: (i) all amounts payable by Buyer under the contract-for-differences settlement mechanics set forth in the PPA; (ii) any termination payments owed by Buyer pursuant to the PPA upon early termination thereof; (iii) any indemnification obligations of Buyer under the PPA; and (iv) any costs, expenses, interest, fees, or other amounts payable by Buyer under the PPA; in each case, subject to and limited by the Guaranteed Amount cap set forth in Section 2.2.
"Guarantor" means Meridian DataCore Solutions Inc., a corporation duly organized and existing under the laws of the State of Delaware.
"Guarantor Event of Default" has the meaning set forth in Section 7.1.
"Guaranty" means this Guaranty Agreement, as it may be amended, supplemented, or modified from time to time in accordance with Section 11.5.
"Minimum Credit Requirement" means a corporate credit rating from Pinnacle Ratings Group of not less than BBB− (investment grade).
"PPA" means the Power Purchase Agreement dated as of [●], 2025, by and between Saguaro Flats Solar LLC, as Seller, and Meridian DataCore Solutions Inc., as Buyer, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.
"Qualified Institution" means a U.S. commercial bank or financial institution that maintains a long-term unsecured senior debt credit rating of at least A− from Pinnacle Ratings Group (or an equivalent rating from a nationally recognized rating agency acceptable to Beneficiary).
All references in this Guaranty to "Articles," "Sections," and "Schedules" refer to articles, sections, and schedules of this Guaranty, unless the context otherwise requires. The words "herein," "hereof," "hereunder," and words of similar import refer to this Guaranty as a whole and not to any particular provision hereof. The word "including" shall mean "including without limitation." References to any agreement or instrument shall be deemed to include references to such agreement or instrument as amended, supplemented, restated, or otherwise modified from time to time.
ARTICLE 2 — GUARANTY
Section 2.1 — Guaranty of Payment and Performance
Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Beneficiary the full and punctual payment and performance of each and every Guaranteed Obligation when and as the same shall become due and payable or performable, whether at stated maturity, by acceleration, or otherwise, subject in all cases to the Guaranteed Amount cap set forth in Section 2.2 hereof. This Guaranty is a guaranty of payment and performance, and not merely a guaranty of collection. Beneficiary shall not be required to exhaust its remedies against Buyer, to make any demand upon Buyer, to commence or prosecute any action or proceeding against Buyer, to exercise any right or remedy against any collateral or security, or to resort to any other person or entity liable for any Guaranteed Obligation, before making demand upon Guarantor hereunder or enforcing this Guaranty against Guarantor. The obligations of Guarantor hereunder are primary and not secondary or contingent, and Guarantor shall be liable hereunder as a primary obligor and not merely as a surety.
Section 2.2 — Guaranteed Amount Cap
Notwithstanding anything to the contrary in this Guaranty, Guarantor's aggregate liability under this Guaranty shall not exceed, at any time, the Guaranteed Amount of Fourteen Million Dollars ($14,000,000). Any payments made by Guarantor to Beneficiary (or to the Administrative Agent on behalf of Beneficiary) pursuant to this Guaranty shall reduce the then-available Guaranteed Amount on a dollar-for-dollar basis. The Guaranteed Amount shall be reinstated to Fourteen Million Dollars ($14,000,000) if and to the extent that amounts previously paid by Guarantor hereunder are subsequently returned, restored, or repaid to Guarantor by Beneficiary (whether as a result of a final, non-appealable judicial or arbitral determination, a settlement, or otherwise). For the avoidance of doubt, in no event shall the aggregate amount of payments made by Guarantor under this Guaranty, after giving effect to any such reinstatement, exceed the Guaranteed Amount at any point in time.
Section 2.3 — Nature of Guaranty
This Guaranty is a continuing guaranty and shall remain in full force and effect until the earlier of (a) the termination of this Guaranty in accordance with Article 8 hereof, or (b) the irrevocable, indefeasible payment and performance in full of all Guaranteed Obligations. This Guaranty shall not be discharged, diminished, or otherwise affected by:
(a) any amendment, modification, supplement, renewal, extension, restatement, or waiver of any provision of the PPA, whether or not Guarantor has received notice thereof or consented thereto (subject to the limitations set forth in Section 6.2);
(b) any exercise or non-exercise by Beneficiary of any right, power, or remedy under the PPA or at law or in equity;
(c) any change in the corporate existence, structure, ownership, or control of Buyer;
(d) any insolvency, bankruptcy, dissolution, liquidation, reorganization, or similar proceeding involving or affecting Buyer;
(e) any invalidity, irregularity, or unenforceability of the PPA or any Guaranteed Obligation;
(f) any release, compromise, settlement, waiver, subordination, or modification of any obligation of any other person or entity liable for any Guaranteed Obligation; or
(g) any other event, occurrence, or circumstance that might otherwise constitute a legal or equitable defense or discharge of Guarantor's obligations hereunder, whether similar or dissimilar to the foregoing.
This Guaranty constitutes an independent obligation of Guarantor. Beneficiary shall not be required to join Buyer as a party in any action or proceeding to enforce this Guaranty against Guarantor.
ARTICLE 3 — DEMAND AND PAYMENT PROCEDURES
Section 3.1 — Demand for Payment
In the event that any Guaranteed Obligation has become due and payable by Buyer under the PPA and Buyer has failed to pay or perform such Guaranteed Obligation within any applicable notice and cure period provided under the PPA, Beneficiary may make demand upon Guarantor for payment by delivering a written demand to Guarantor (a "Demand") substantially in the form set forth in Schedule 1 attached hereto, specifying:
(i) the nature and amount of the Guaranteed Obligation that has not been paid or performed by Buyer;
(ii) the date on which such Guaranteed Obligation became due and payable or performable under the PPA;
(iii) a statement certifying that Buyer has failed to pay or perform such Guaranteed Obligation within the applicable notice and cure period set forth in the PPA; and
(iv) wire transfer instructions for an account designated by Beneficiary for receipt of payment.
Each Demand shall be delivered to Guarantor at the following address (or such other address as Guarantor may designate in writing from time to time in accordance with Section 11.3):
Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746
Attention: Victor Langford, Deputy General Counsel
With a copy (which shall not constitute notice) to:
Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746
Attention: Priya Chandrasekaran, Chief Financial Officer
Section 3.2 — Timing of Payment
Guarantor shall pay the amount set forth in a conforming Demand within thirty (30) Business Days following Guarantor's receipt of such Demand. All payments by Guarantor under this Guaranty shall be made in lawful currency of the United States in immediately available funds by wire transfer to the account designated by Beneficiary in the applicable Demand. If Guarantor disputes any Demand in good faith, Guarantor shall nonetheless pay any undisputed portion of such Demand within the thirty (30) Business Day period and shall promptly notify Beneficiary in writing of the basis for such dispute. Any disputed amounts shall be resolved in accordance with the dispute resolution provisions set forth in Section 11.2.
Section 3.3 — No Set-Off
Guarantor shall make all payments required under this Guaranty without set-off, counterclaim, recoupment, defense, or deduction of any kind, except to the extent that any such defense is expressly preserved under this Guaranty. No payment by Guarantor shall be subject to any withholding or deduction for or on account of any taxes, unless required by applicable law, in which case Guarantor shall gross up such payment so that Beneficiary receives the full amount that it would have received absent such withholding or deduction.
ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR
Guarantor hereby represents and warrants to Beneficiary as of the date hereof, and shall be deemed to reaffirm each such representation and warranty as of the date of each Demand, as follows:
Section 4.1 — Organization and Good Standing
Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Guarantor is duly qualified to transact business and is in good standing in the State of Texas and in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty.
Section 4.2 — Authority and Authorization
Guarantor has full corporate power and authority to execute, deliver, and perform this Guaranty and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Guaranty by Guarantor have been duly authorized by all necessary corporate action on the part of Guarantor, including any required approvals of Guarantor's board of directors or any committee thereof. No further consent, approval, authorization, or action of Guarantor's shareholders, board of directors, or any other person or entity is required for the valid execution, delivery, and performance of this Guaranty by Guarantor.
Section 4.3 — Enforceability
This Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 4.4 — No Conflicts
The execution, delivery, and performance of this Guaranty by Guarantor do not and will not:
(i) violate, conflict with, or result in a breach or contravention of the certificate of incorporation, bylaws, or other organizational documents of Guarantor;
(ii) violate, conflict with, or result in a breach of any applicable law, statute, rule, regulation, ordinance, order, judgment, decree, or injunction applicable to Guarantor or any of its properties or assets;
(iii) result in a breach of, constitute a default or event of default under, or give rise to any right of termination, cancellation, acceleration, or loss of any material benefit under, any material contract, agreement, indenture, mortgage, deed of trust, lease, license, or other instrument to which Guarantor is a party or by which Guarantor or any of its properties or assets is bound; or
(iv) require any consent, approval, authorization, order, registration, qualification, or filing with or of any governmental authority, regulatory body, or other person, which has not already been obtained or made and which is in full force and effect.
Section 4.5 — Litigation
There is no action, suit, proceeding, claim, arbitration, or governmental investigation pending or, to Guarantor's knowledge after reasonable inquiry, threatened against or affecting Guarantor before any court, arbitrator, governmental body, agency, or official that would, individually or in the aggregate, reasonably be expected to materially impair Guarantor's ability to perform its obligations under this Guaranty or to materially adversely affect the enforceability hereof.
Section 4.6 — Credit Rating
As of the date hereof, Guarantor maintains a corporate credit rating of not less than BBB from Pinnacle Ratings Group, and Guarantor satisfies the Minimum Credit Requirement. Guarantor has not received any written notice from Pinnacle Ratings Group that its corporate credit rating is under review for possible downgrade to below investment grade.
Section 4.7 — Financial Condition
Guarantor's most recently filed annual report on Form 10-K with the United States Securities and Exchange Commission (the "SEC") and the audited consolidated financial statements contained therein (including the notes thereto) fairly present, in all material respects, the consolidated financial position, results of operations, and cash flows of Guarantor and its consolidated subsidiaries as of the dates and for the periods indicated, in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis. Since the date of Guarantor's most recently filed annual report on Form 10-K, no event or circumstance has occurred that has had, or would reasonably be expected to have, a material adverse change in the financial condition, business, assets, or results of operations of Guarantor, taken as a whole, that would materially impair Guarantor's ability to perform its obligations under this Guaranty.
ARTICLE 5 — COVENANTS OF GUARANTOR
Guarantor hereby covenants and agrees that, throughout the term of this Guaranty:
Section 5.1 — Maintenance of Existence
Guarantor shall maintain its corporate existence and its good standing under the laws of the State of Delaware and shall maintain its qualification to do business in the State of Texas and in each other jurisdiction in which the failure to maintain such qualification would reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty.
Section 5.2 — Financial Reporting
Upon Beneficiary's reasonable written request (which shall not be made more frequently than once per calendar year), Guarantor shall furnish or make available to Beneficiary the following financial information:
(i) Guarantor's audited annual consolidated financial statements (including balance sheet, income statement, statement of cash flows, and accompanying notes), prepared in accordance with GAAP, within one hundred twenty (120) days following the end of each fiscal year of Guarantor; and
(ii) Guarantor's most recent unaudited quarterly consolidated financial statements (including balance sheet and income statement), prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes), within sixty (60) days following the end of each fiscal quarter of Guarantor.
For so long as Guarantor is a public reporting company and files periodic reports with the SEC (including annual reports on Form 10-K and quarterly reports on Form 10-Q), the timely filing of such reports with the SEC (or the availability of such reports on the SEC's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") or on Guarantor's investor relations website) shall satisfy Guarantor's obligations under this Section 5.2 without any further action or delivery by Guarantor. As of the date hereof, Guarantor's common stock is listed on the Nasdaq Stock Market under the ticker symbol "MDCS."
Section 5.3 — Notice of Material Adverse Change
Guarantor shall promptly (and in any event within ten (10) Business Days) notify Beneficiary in writing of any event, condition, or circumstance that has occurred or that Guarantor reasonably believes is likely to occur that would reasonably be expected to have a material adverse effect on Guarantor's financial condition, business, or results of operations to such extent as would materially impair Guarantor's ability to perform its obligations under this Guaranty.
Section 5.4 — Notice of Credit Rating Downgrade
Guarantor shall notify Beneficiary in writing within five (5) Business Days following any downgrade of Guarantor's corporate credit rating by Pinnacle Ratings Group to below BBB− (i.e., to below investment grade) or any withdrawal of such credit rating. Such notice shall describe the nature and extent of the rating action and shall set forth Guarantor's proposed plan, if any, to satisfy the requirements of Section 5.5.
Section 5.5 — Minimum Credit Requirement
Guarantor shall maintain a corporate credit rating from Pinnacle Ratings Group of not less than BBB− (investment grade) at all times during the term of this Guaranty. In the event that Guarantor's corporate credit rating is downgraded by Pinnacle Ratings Group to below BBB− (or is withdrawn), Guarantor shall, within thirty (30) days following the effective date of such downgrade or withdrawal, at Guarantor's sole cost and expense, either:
(a) cause a Qualified Institution to issue an irrevocable standby letter of credit in favor of Beneficiary (or the Administrative Agent, as applicable), in form and substance reasonably acceptable to Beneficiary, in an amount equal to the then-outstanding Guaranteed Amount (up to a maximum of Fourteen Million Dollars ($14,000,000)), which letter of credit shall have an initial term of not less than one (1) year with automatic annual renewal provisions and shall otherwise comply with the credit support requirements of the PPA; or
(b) provide such other form of credit support (including a cash deposit into an escrow account, a surety bond, or a guaranty from a creditworthy third party) as may be acceptable to Beneficiary in its reasonable discretion and in an amount equal to the then-outstanding Guaranteed Amount.
Any such letter of credit or alternative credit support shall remain in effect until such time as Guarantor's corporate credit rating is restored to at least BBB− by Pinnacle Ratings Group, at which point Guarantor may request return or cancellation of such credit support upon written notice to Beneficiary.
Section 5.6 — No Merger or Consolidation Without Assumption
Guarantor shall not merge with or into, or consolidate with, any other entity, or sell, transfer, or convey all or substantially all of its assets to any other entity, unless:
(a) the surviving, resulting, or transferee entity (if other than Guarantor) expressly assumes in writing, in form and substance reasonably satisfactory to Beneficiary, all of Guarantor's obligations under this Guaranty; and
(b) such surviving, resulting, or transferee entity satisfies the Minimum Credit Requirement as of the effective date of such merger, consolidation, or transfer, or, if such entity does not satisfy the Minimum Credit Requirement, such entity simultaneously provides alternative credit support in accordance with Section 5.5.
Upon any such assumption in compliance with this Section 5.6, Guarantor (if not the surviving entity) shall be released from its obligations hereunder prospectively, but not with respect to any Guaranteed Obligations that accrued prior to the effective date of such assumption.
ARTICLE 6 — WAIVERS BY GUARANTOR
Section 6.1 — Waivers of Defenses
Guarantor hereby waives, to the fullest extent permitted by applicable law, each of the following:
(a) notice of acceptance of this Guaranty by Beneficiary;
(b) notice of the creation, renewal, extension, accrual, or existence of any Guaranteed Obligations, or of the terms, amounts, or conditions thereof;
(c) notice of any default, non-payment, or non-performance by Buyer under the PPA;
(d) presentment, protest, demand, and notice of dishonor or non-payment of any kind with respect to any Guaranteed Obligation;
(e) any defense arising from the incapacity, lack of authority, death, disability, dissolution, termination of existence, or bankruptcy of Buyer or any other person or entity;
(f) any defense arising from Beneficiary's failure or delay in exercising, or Beneficiary's election not to exercise, any right, power, or remedy against Buyer or any other person or entity, or any collateral or security held by Beneficiary;
(g) any defense based upon an election of remedies by Beneficiary, including any election that, by operation of law or otherwise, may have the effect of destroying or impairing Guarantor's right of subrogation, right of reimbursement, or right of contribution;
(h) any suretyship or guarantor defenses otherwise available to Guarantor under applicable law, including without limitation any defense available under Sections 3-605 and 3-419 of the Uniform Commercial Code as in effect in the State of New York, or any analogous provision of any other applicable jurisdiction; and
(i) any other defense or circumstance that might otherwise constitute a legal or equitable discharge of a guarantor or surety.
Guarantor acknowledges that the foregoing waivers are a material inducement for Beneficiary to enter into the PPA and are given after consultation with independent legal counsel.
Section 6.2 — Consent to Modifications
Guarantor hereby consents to any and all amendments, modifications, supplements, extensions, renewals, restatements, or waivers of any provision of the PPA that may hereafter be made or granted by Beneficiary, in each case without notice to Guarantor and without affecting, impairing, or releasing Guarantor's obligations hereunder; provided, however, that no amendment, modification, or supplement to the PPA that would increase the aggregate Guaranteed Obligations beyond the Guaranteed Amount of Fourteen Million Dollars ($14,000,000) shall be effective against Guarantor, or shall increase Guarantor's obligations hereunder, without Guarantor's prior written consent. For the avoidance of doubt, the Guaranteed Amount cap set forth in Section 2.2 shall apply regardless of any amendment or modification of the PPA.
Section 6.3 — Waiver of Subrogation
Until all Guaranteed Obligations have been irrevocably paid and performed in full and this Guaranty has terminated in accordance with Article 8, Guarantor hereby waives, and agrees not to exercise or assert, any and all rights that Guarantor may have or acquire:
(a) of subrogation against Buyer or any other person or entity with respect to any Guaranteed Obligation;
(b) of contribution, reimbursement, or indemnity against Buyer or any other guarantor, surety, or co-obligor with respect to any Guaranteed Obligation;
(c) to participate in or benefit from any collateral, security, or guaranty held by Beneficiary for payment or performance of any Guaranteed Obligation; and
(d) to enforce any remedy that Beneficiary now has or hereafter may have against Buyer or any other person or entity.
If any amount shall be paid to Guarantor in violation of the foregoing waiver, such amount shall be received and held by Guarantor in trust for the benefit of Beneficiary and shall be promptly paid over to Beneficiary for application against the Guaranteed Obligations, whether or not then due.
ARTICLE 7 — EVENTS OF DEFAULT AND REMEDIES
Section 7.1 — Guarantor Events of Default
The occurrence of any of the following events or conditions shall constitute a "Guarantor Event of Default" under this Guaranty:
(a) Payment Default. Guarantor fails to make any payment required to be made under this Guaranty when due, and such failure continues for a period of ten (10) Business Days after receipt by Guarantor of written notice from Beneficiary specifying such failure;
(b) Misrepresentation. Any representation or warranty made by Guarantor in this Guaranty (including the representations and warranties set forth in Article 4) proves to have been materially incorrect, misleading, or untrue when made or when deemed reaffirmed;
(c) Covenant Default. Guarantor breaches or fails to perform any covenant, agreement, or obligation contained in this Guaranty (other than a payment obligation governed by clause (a) above), and such breach or failure (if capable of cure) remains uncured for a period of thirty (30) days after receipt by Guarantor of written notice from Beneficiary specifying such breach;
(d) Insolvency. Guarantor (i) becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding under any applicable bankruptcy, insolvency, reorganization, receivership, liquidation, or similar law (and, in the case of an involuntary proceeding, such proceeding is not dismissed within sixty (60) days after the filing thereof); (ii) makes an assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts generally as they become due; (iv) consents to the appointment of a receiver, trustee, custodian, or liquidator of all or a substantial part of its assets; or (v) is dissolved or liquidated; or
(e) Credit Rating Failure. Guarantor's corporate credit rating from Pinnacle Ratings Group is withdrawn or downgraded to below BBB−, and Guarantor fails to provide the alternative credit support required by Section 5.5 within the thirty (30)-day period specified therein.
Section 7.2 — Remedies
Upon the occurrence and during the continuance of a Guarantor Event of Default, Beneficiary may, at its sole discretion, exercise any or all of the following remedies:
(i) declare all Guaranteed Obligations immediately due and payable (subject in all cases to the Guaranteed Amount cap set forth in Section 2.2), without further notice or demand, and Guarantor shall promptly pay the amount of all such Guaranteed Obligations to Beneficiary;
(ii) exercise any and all rights and remedies available to Beneficiary under this Guaranty, the PPA, or applicable law or equity, including without limitation the right to seek specific performance, injunctive relief, or damages; and
(iii) require Buyer to provide, within thirty (30) days following written notice from Beneficiary, a replacement guaranty or irrevocable standby letter of credit from a Qualified Institution, in an amount equal to the then-outstanding Guaranteed Amount and in form and substance reasonably satisfactory to Beneficiary, and if Buyer fails to provide such replacement credit support within such thirty (30)-day period, Beneficiary shall have such rights and remedies as are available under the PPA, including without limitation any right to terminate the PPA for a Buyer Event of Default in accordance with the terms thereof.
All remedies of Beneficiary hereunder are cumulative and not exclusive of any other remedies that may be available to Beneficiary at law or in equity. No exercise or failure to exercise any remedy shall constitute a waiver of any other right or remedy.
ARTICLE 8 — TERM AND TERMINATION
Section 8.1 — Effective Date
This Guaranty shall become effective upon execution and delivery hereof by Guarantor. For the avoidance of doubt, this Guaranty shall become effective regardless of whether the PPA has achieved the Commercial Operation Date or any other milestone thereunder.
Section 8.2 — Expiration
This Guaranty shall remain in full force and effect until the later of:
(a) the date on which all Guaranteed Obligations have been irrevocably and indefeasibly paid and performed in full (such that no further Guaranteed Obligations are or may become outstanding under the PPA); and
(b) the date that is sixty (60) days following the expiration or earlier termination of the PPA in accordance with its terms, including the date by which all post-termination payment obligations of Buyer under the PPA have been satisfied in full.
The PPA has a delivery term of twenty (20) years from the Commercial Operation Date (currently expected to occur on or about April 1, 2027), with expiration currently anticipated on March 31, 2047. Accordingly, this Guaranty is expected to remain in effect through at least May 30, 2047, subject to the satisfaction of all post-termination obligations.
Section 8.3 — Survival
The obligations of Guarantor with respect to Guaranteed Obligations arising or accruing prior to the expiration or termination of this Guaranty, and any obligations of Guarantor under Demands made prior to or within the sixty (60)-day period described in Section 8.2, shall survive such expiration or termination and shall continue until all such obligations have been irrevocably and indefeasibly paid and performed in full. The provisions of Article 6 (Waivers by Guarantor), Section 9.1 (Subordination of Claims), Section 11.1 (Governing Law), and Section 11.2 (Dispute Resolution) shall survive the termination or expiration of this Guaranty.
Section 8.4 — Early Termination by Beneficiary
Beneficiary may terminate this Guaranty at any time in its sole and absolute discretion by delivering written notice to Guarantor in accordance with Section 11.3. Such termination shall be effective upon receipt of such notice by Guarantor; provided, however, that such termination shall not release Guarantor from any obligations or liabilities with respect to Demands previously made or Guaranteed Obligations that accrued prior to the effective date of such termination.
ARTICLE 9 — SUBORDINATION
Section 9.1 — Subordination of Claims
Any indebtedness, liabilities, or obligations of Buyer to Guarantor, whether now existing or hereafter arising, howsoever created (including without limitation intercompany loans, advances, accounts payable, management fees, or other charges), and all interest, fees, and other amounts payable with respect thereto (collectively, "Subordinated Indebtedness"), are hereby subordinated in right of payment and priority to the Guaranteed Obligations. So long as any Guaranteed Obligations remain outstanding, Guarantor shall not demand, accept, receive, or retain any payment from Buyer on account of any Subordinated Indebtedness, except for payments made in the ordinary course of business between Guarantor and Buyer consistent with past practice and so long as (i) no Guarantor Event of Default has occurred and is continuing under this Guaranty, (ii) no default or event of default by Buyer has occurred and is continuing under the PPA, and (iii) after giving effect to such payment, Buyer would remain able to perform its obligations under the PPA as they become due. If Guarantor receives any payment on account of Subordinated Indebtedness in violation of this Section 9.1, Guarantor shall hold such payment in trust for the benefit of Beneficiary and shall promptly remit such payment to Beneficiary for application against the Guaranteed Obligations.
ARTICLE 10 — LENDER PROVISIONS
Section 10.1 — Acknowledgment of Collateral Assignment
Guarantor acknowledges and agrees that Seller may, pursuant to the Lender Consent Agreement attached as Exhibit F to the PPA, collaterally assign its rights, title, and interest in, to, and under the PPA (and, by extension, this Guaranty) to Tralvendo National Bank, N.A., in its capacity as Administrative Agent (the "Administrative Agent") for the benefit of itself and the lender syndicate providing a One Hundred Eight Million Dollar ($108,000,000) senior secured construction-to-term loan facility to Seller for the development, construction, and operation of the Project. Guarantor further acknowledges that the lender syndicate includes, among others, Osprey Commercial Lending Corp., Grandview Savings Bank, FSB, and Blue Prairie Capital Markets LLC (collectively with the Administrative Agent, the "Lender Parties").
Guarantor hereby agrees that the Administrative Agent and the Lender Parties shall be express third-party beneficiaries of this Guaranty to the extent of such collateral assignment and shall have the right to enforce this Guaranty directly against Guarantor in accordance with its terms. Any payments made by Guarantor hereunder to the Administrative Agent (or to any designee of the Administrative Agent) in accordance with a valid collateral assignment and upon written direction from the Administrative Agent shall constitute a discharge of Guarantor's payment obligations hereunder to the extent of such payments.
Section 10.2 — No Impairment by Lender Actions
Guarantor's obligations under this Guaranty shall not be released, diminished, impaired, or otherwise affected by any actions taken by the Administrative Agent or any Lender Party in exercising step-in rights, cure rights, foreclosure rights, or other remedies available under the Lender Consent Agreement, the financing documents, or applicable law. Without limiting the generality of the foregoing, Guarantor's obligations hereunder shall remain in full force and effect if the Administrative Agent or any Lender Party exercises any right to step into the position of Seller under the PPA, assumes operation of the Project, forecloses upon any equity interest or asset of Seller, or otherwise takes any action in connection with the enforcement of the Lender Parties' security interests. Guarantor waives any defense based upon any such action by the Administrative Agent or any Lender Party.
ARTICLE 11 — MISCELLANEOUS
Section 11.1 — Governing Law
This Guaranty and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (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. The parties hereby acknowledge that the PPA is also governed by New York law, and intend that this Guaranty be interpreted consistently with the PPA.
Section 11.2 — Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Guaranty, or the breach, termination, or validity thereof, shall be resolved in accordance with the dispute resolution provisions set forth in the PPA. In summary:
(a) Negotiation. The parties shall first attempt to resolve any dispute through good-faith negotiation between senior executives of Guarantor and Beneficiary for a period of thirty (30) days following written notice of the dispute.
(b) Binding Arbitration. If the dispute is not resolved within such thirty (30)-day negotiation period, the dispute shall be submitted to and finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in New York, New York, under the AAA Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a panel of three (3) arbitrators, selected in accordance with the AAA Commercial Arbitration Rules. The arbitral award shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction.
(c) Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief, specific performance, or other equitable remedies from the Supreme Court of the State of New York, County of New York, or the United States District Court for the Southern District of New York, without the necessity of posting a bond or proving actual damages. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts for purposes of any action for injunctive or equitable relief and waives any objection to venue or jurisdiction in connection therewith.
Section 11.3 — Notices
All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be deemed to have been duly given when (i) delivered by hand (with written confirmation of receipt), (ii) delivered by a nationally recognized overnight courier service (with written confirmation of delivery), or (iii) transmitted by electronic mail (with confirmation of receipt by the intended recipient, which may include an automated "read receipt" or a responsive electronic mail), in each case addressed as follows:
If to Guarantor:
Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746
Attention: Victor Langford, Deputy General Counsel
Email: v.langford@meridiandatacore.com
With a copy (which shall not constitute notice) to:
Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746
Attention: Priya Chandrasekaran, Chief Financial Officer
Email: p.chandrasekaran@meridiandatacore.com
If to Beneficiary:
Saguaro Flats Solar LLC c/o Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, Texas 77002
Attention: Rachel Muñoz, General Counsel
Email: r.munoz@calloway-briggs.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, Texas 77002
Attention: Patricia Dunmore
Email: pdunmore@calderwoodharkness.com
Either party may change its address for notices by providing written notice to the other party in accordance with this Section 11.3. Notices shall be effective upon actual receipt by the intended recipient (or, in the case of overnight courier delivery, upon the date of confirmed delivery as shown on the courier's records).
Section 11.4 — Assignment
Guarantor may not assign, transfer, or delegate its rights, interests, or obligations under this Guaranty, in whole or in part, to any person or entity without the prior written consent of Beneficiary, which consent may be withheld in Beneficiary's sole and absolute discretion. Any purported assignment by Guarantor in violation of this Section 11.4 shall be null and void and of no force or effect.
Beneficiary may assign its rights (but not its obligations) under this Guaranty, without Guarantor's consent, in connection with (i) any permitted assignment or transfer of the PPA in accordance with the terms thereof, or (ii) any collateral assignment to the Administrative Agent and the Lender Parties in connection with the senior secured financing of the Project. Beneficiary shall provide written notice to Guarantor of any such assignment within ten (10) Business Days following the effective date thereof.
Section 11.5 — Amendments and Waivers
No amendment, modification, supplement, or waiver of any provision of this Guaranty shall be effective unless the same shall be set forth in a written instrument duly executed by both Guarantor and Beneficiary (and, to the extent applicable, with the consent of the Administrative Agent if required under the Lender Consent Agreement). No failure or delay by Beneficiary in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies provided by law or equity.
Section 11.6 — Severability
If any provision of this Guaranty is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitral tribunal, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guaranty, and this Guaranty shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties shall endeavor in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.
Section 11.7 — Entire Agreement
This Guaranty, together with the PPA (including all exhibits and schedules thereto), constitutes the entire agreement between Guarantor and Beneficiary with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written, relating to the subject matter hereof. No representation, warranty, promise, inducement, or statement of intention has been made by any party that is not embodied in this Guaranty or the PPA, and no party shall be bound by or liable for any alleged representation, warranty, promise, inducement, or statement of intention not so set forth.
Section 11.8 — Counterparts
This Guaranty may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Guaranty by portable document format ("PDF") transmission, electronic mail, or other electronic means (including any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act) shall be effective as delivery of a manually executed counterpart.
Section 11.9 — Headings
The headings and captions used in this Guaranty are for convenience of reference only and shall not affect the construction or interpretation of any provision of this Guaranty.
Section 11.10 — No Third-Party Beneficiaries
Except as expressly provided in Article 10 with respect to the Administrative Agent and the Lender Parties, no person or entity other than Guarantor and Beneficiary (and their respective permitted successors and assigns) shall have any rights, remedies, obligations, or liabilities under or by reason of this Guaranty. Nothing in this Guaranty, whether express or implied, is intended to confer upon any person or entity (other than the parties hereto, the Administrative Agent, and the Lender Parties) any rights or remedies under or by reason of this Guaranty.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Guaranty as of the date first written above, and Beneficiary has accepted and agreed to this Guaranty as of the date set forth below.
GUARANTOR:
MERIDIAN DATACORE SOLUTIONS INC., a Delaware corporation
By: ________
Name: [●]
Title: [●]
Date: [●], 2025
EIN: 47-5918320
ACCEPTED AND AGREED BY BENEFICIARY:
SAGUARO FLATS SOLAR LLC, a Delaware limited liability company
By: Calloway-Briggs Renewables Inc., its Manager
By: ________
Name: [●]
Title: [●]
Date: [●], 2025
EIN: 93-1284506
SCHEDULE 1
FORM OF DEMAND FOR PAYMENT
[Date]
Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746
Attention: Victor Langford, Deputy General Counsel
With a copy to: Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746
Attention: Priya Chandrasekaran, Chief Financial Officer
Re: Demand for Payment Under Guaranty Agreement dated [●], 2025 (the "Guaranty")
Dear Mr. Langford:
Reference is hereby made to that certain Guaranty Agreement dated [●], 2025 (the "Guaranty"), executed by Meridian DataCore Solutions Inc., a Delaware corporation ("Guarantor"), in favor of Saguaro Flats Solar LLC, a Delaware limited liability company ("Beneficiary"), guaranteeing the payment and performance obligations of Meridian DataCore Solutions Inc. ("Buyer") arising under or in connection with that certain Power Purchase Agreement dated [●], 2025, by and between Saguaro Flats Solar LLC and Meridian DataCore Solutions Inc. (the "PPA"). Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Guaranty.
Pursuant to Section 3.1 of the Guaranty, Beneficiary hereby makes demand upon Guarantor for payment as follows:
1. Description of Guaranteed Obligation. The Guaranteed Obligation giving rise to this Demand is as follows:
[Insert detailed description of the Guaranteed Obligation, including the specific provision(s) of the PPA under which such obligation arose, the nature of the payment or performance obligation (e.g., contract-for-differences settlement payment, termination payment, indemnification payment, etc.), and any relevant supporting details.]
2. Amount Demanded. The amount demanded under this Demand is $[●] ([●] Dollars) (the "Demanded Amount"). The Demanded Amount does not exceed the then-available Guaranteed Amount under the Guaranty, which, as of the date hereof, is $[●].
3. Date Due Under the PPA. Buyer's obligation to pay the Demanded Amount became due and payable under the PPA on [●], 20[●], pursuant to Section [●] of the PPA.
4. Certification of Buyer's Failure to Pay. Beneficiary hereby certifies that (a) Buyer has failed to pay or perform the above-described Guaranteed Obligation on or before the date on which such obligation became due and payable under the PPA, (b) the applicable notice and cure period provided under the PPA for such obligation has expired without cure, and (c) Buyer remains in default with respect to such Guaranteed Obligation as of the date hereof.
5. Wire Transfer Instructions. Guarantor shall make payment of the Demanded Amount by wire transfer of immediately available funds, within thirty (30) Business Days following receipt of this Demand, to the following account:
Bank Name: [●] ABA Routing Number: [●] Account Name: [●] Account Number: [●] Reference: [●]
6. Reservation of Rights. This Demand is made without prejudice to any other rights or remedies of Beneficiary under the Guaranty, the PPA, or applicable law, all of which are hereby expressly reserved.
Beneficiary hereby confirms that this Demand is being made in good faith and in accordance with the terms and conditions of the Guaranty.
SAGUARO FLATS SOLAR LLC, a Delaware limited liability company
By: Calloway-Briggs Renewables Inc., its Manager
By: ________
Name: [●]
Title: [●]
Date: ________
CONFIDENTIAL — This document constitutes Exhibit C to the Power Purchase Agreement between Saguaro Flats Solar LLC and Meridian DataCore Solutions Inc. This Guaranty Agreement and the information contained herein are confidential and subject to the confidentiality provisions of the PPA. Distribution or disclosure of this document to any person other than the parties hereto, the Administrative Agent, the Lender Parties, and their respective legal and financial advisors is prohibited without prior written consent.

EXHIBIT C TO POWER PURCHASE AGREEMENT

FORM OF GUARANTY

GUARANTY AGREEMENT

PREAMBLE AND RECITALS

WHEREAS:

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Parties

Dates

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