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

exhibit-d-form-of-letter-of-credit.docx DOCUMENT M&A / Corporate

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EXHIBIT D

FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT

(Seller Availability LC)

Exhibit D to that certain Power Purchase Agreement dated as of __, 2025 (the "Agreement"), by and between Saguaro Flats Solar LLC, a Delaware limited liability company ("Seller"), and Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer")

This Exhibit D sets forth the form of irrevocable standby letter of credit to be delivered by Seller pursuant to Article XII (Credit Support) of the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. Bracketed items and blanks shall be completed at the time of issuance.

IRREVOCABLE STANDBY LETTER OF CREDIT

Issuing Bank:

Tralvendo National Bank, N.A. 600 Main Street, Suite 3000 Dallas, TX 75202

Standby Letter of Credit No.: __ [to be assigned by Tralvendo National Bank, N.A. at the time of issuance]

Date of Issuance: __

Applicant (Account Party):

Saguaro Flats Solar LLC c/o Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, TX 77002 EIN: 93-1284506

Beneficiary:

Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, TX 78746 EIN: 47-5918320

1. IRREVOCABLE UNDERTAKING; STATED AMOUNT

Tralvendo National Bank, N.A. (the "Issuing Bank") hereby issues, in favor of Meridian DataCore Solutions Inc. (the "Beneficiary"), this Irrevocable Standby Letter of Credit (this "Letter of Credit") for the account of Saguaro Flats Solar LLC (the "Applicant").

The initial stated amount of this Letter of Credit is Seven Million United States Dollars (USD $7,000,000) (as such amount may be reduced or reinstated in accordance with the terms hereof, the "Stated Amount"). This Letter of Credit is available to Beneficiary by sight draft(s) drawn on Issuing Bank accompanied by the documents specified in Section 4 below, for any amount or amounts not exceeding, in the aggregate, the Stated Amount then in effect.

This Letter of Credit is denominated and payable in United States Dollars only.

1.1 Reduction of Stated Amount

The Stated Amount shall automatically reduce from Seven Million United States Dollars (USD $7,000,000) to Three Million Five Hundred Thousand United States Dollars (USD $3,500,000) on the date that is the fifth (5th) anniversary of the Commercial Operation Date (the expected Commercial Operation Date being April 1, 2027, and the fifth anniversary thereof being April 1, 2032) (the "Reduction Date"), provided, however, that each of the following conditions is satisfied as of the Reduction Date:

(a) No Seller Event of Default (as defined in the Agreement) is then outstanding or continuing as of the Reduction Date; and

(b) Applicant has delivered to Issuing Bank, not later than five (5) Business Days prior to the Reduction Date, a certificate executed by an authorized officer of Applicant, in form and substance reasonably satisfactory to Issuing Bank, certifying that: (i) the Commercial Operation Date has occurred; (ii) the Reduction Date is the fifth (5th) anniversary of the Commercial Operation Date; and (iii) no Seller Event of Default exists as of the date of such certificate and, to the knowledge of Applicant, no event or circumstance exists that, with the giving of notice, the lapse of time, or both, would constitute a Seller Event of Default.

If a Seller Event of Default exists on the Reduction Date, or if the certificate described in clause (b) above has not been timely delivered by Applicant, then the Stated Amount shall remain at Seven Million United States Dollars (USD $7,000,000) and shall not be reduced. In such event, the reduction shall occur at such later date as Applicant delivers to Issuing Bank the certificate described in clause (b) above confirming that no Seller Event of Default then exists, and Issuing Bank shall effect such reduction within three (3) Business Days following receipt of such certificate. Issuing Bank shall have no obligation to independently verify whether a Seller Event of Default exists and shall be entitled to rely conclusively on the certificate delivered by Applicant (or the absence thereof).

1.2 Irrevocability. This Letter of Credit is irrevocable and constitutes a binding obligation of Issuing Bank. This Letter of Credit shall not be amended, modified, supplemented, or cancelled without the prior written consent of Beneficiary. No amendment or modification shall increase the obligations of Issuing Bank hereunder without the prior written consent of Issuing Bank.

2. EXPIRY DATE; AUTOMATIC RENEWAL (EVERGREEN)

2.1 Initial Expiry Date

This Letter of Credit shall expire at 5:00 p.m. (Central Time) on the date that is one (1) year from the Date of Issuance set forth above (the "Initial Expiry Date"), unless extended in accordance with Section 2.2 below.

2.2 Automatic Extension (Evergreen)

This Letter of Credit shall be automatically extended, without amendment and without the necessity of any action by Beneficiary or Applicant, for successive periods of one (1) year each from the then-current Expiry Date (each such extended date, a "Renewal Expiry Date" and, together with the Initial Expiry Date, each an "Expiry Date"), unless Issuing Bank provides written notice of its election not to renew this Letter of Credit (a "Non-Renewal Notice") to Beneficiary by registered mail or nationally recognized overnight courier service not less than sixty (60) days prior to the then-current Expiry Date.

Any Non-Renewal Notice shall be addressed to Beneficiary at the address set forth in Section 9 hereof, or at such other address as Beneficiary may have designated in writing to Issuing Bank. A Non-Renewal Notice shall be effective only if actually received by Beneficiary not less than sixty (60) days prior to the then-current Expiry Date; the risk of delayed or failed delivery shall rest with Issuing Bank.

2.3 Final Expiry Date

Notwithstanding the foregoing, this Letter of Credit shall in no event be extended beyond June 29, 2047 (the date that is ninety (90) days after the expiration of the Agreement on March 31, 2047) (the "Final Expiry Date"), or such earlier date as the parties to the Agreement may agree pursuant to Article XII thereof. On the Final Expiry Date, all obligations of Issuing Bank hereunder shall terminate, except with respect to any drawing presentation made prior to the close of business on the Final Expiry Date and then pending.

2.4 Non-Renewal Draw Right

In the event Issuing Bank delivers a Non-Renewal Notice pursuant to Section 2.2 above, Beneficiary shall be entitled to draw the full Stated Amount then available under this Letter of Credit in accordance with the draw provisions set forth in Section 4 hereof, by presenting the documents required thereunder with an appropriate Drawing Certificate stating the applicable draw condition set forth in Section 4.2(iv).

3. [Reserved]

4. CONDITIONS FOR DRAWING; DRAW MECHANICS

4.1 Drawing Generally

Beneficiary may draw upon this Letter of Credit by presenting to Issuing Bank, at or before 3:00 p.m. (Central Time) on a Business Day (as defined in the Agreement), at Issuing Bank's office at the following address:

Tralvendo National Bank, N.A. Standby Letter of Credit Department 600 Main Street, Suite 3000 Dallas, TX 75202

Attention: Trade Services — Standby LC Operations

or at such other address as Issuing Bank may designate by written notice to Beneficiary, or, if separately agreed in writing between Issuing Bank and Beneficiary, by facsimile transmission or authenticated SWIFT message, the following documents:

(a) The original of this Letter of Credit (or, in the case of a partial draw, a photocopy thereof);

(b) A completed and signed sight draft substantially in the form attached hereto as Annex 1 (the "Sight Draft"), drawn on Issuing Bank at sight, referencing this Letter of Credit number, in the amount of the requested draw; and

(c) A completed and signed drawing certificate substantially in the form attached hereto as Annex 2 (the "Drawing Certificate"), executed by a duly authorized officer or representative of Beneficiary.

A presentation made after 3:00 p.m. (Central Time) on any Business Day, or on a day that is not a Business Day, shall be deemed to have been made at the opening of business on the next succeeding Business Day.

4.2 Permitted Drawing Events

The Drawing Certificate delivered in connection with any draw under this Letter of Credit shall certify that one or more of the following events or conditions has occurred and is continuing at the time of drawing (each, a "Permitted Drawing Event"):

(i) Seller Event of Default. A Seller Event of Default has occurred under the Agreement and is continuing as of the date of the Drawing Certificate, and Beneficiary is entitled to draw under this Letter of Credit pursuant to the terms and conditions of the Agreement.

(ii) Availability Liquidated Damages. Seller has failed to pay Availability Liquidated Damages when due under the Agreement, and such failure has continued for a period of ten (10) Business Days after written notice thereof from Beneficiary to Applicant (or to Seller, as applicable), and such Availability Liquidated Damages remain unpaid as of the date of the Drawing Certificate.

(iii) Termination Payment. A Termination Payment is due and payable from Seller to Buyer under the Agreement, and Seller has failed to pay such Termination Payment when due in accordance with the terms of the Agreement, and such amount remains unpaid as of the date of the Drawing Certificate.

(iv) Non-Renewal Draw. Issuing Bank has delivered a Non-Renewal Notice pursuant to Section 2.2 of this Letter of Credit, and Applicant has failed to deliver to Beneficiary a replacement letter of credit (or other credit support) that is acceptable to Beneficiary in accordance with the terms of the Agreement at least thirty (30) days prior to the then-current Expiry Date.

(v) Failure to Replace or Amend. Applicant is required, pursuant to the Agreement (including, without limitation, in connection with a downgrade of Issuing Bank's credit ratings, a change of Issuing Bank, or any other circumstance requiring replacement or amendment of this Letter of Credit), to provide a replacement or amended letter of credit, and Applicant has failed to do so within the time period specified in the Agreement.

Issuing Bank shall have no obligation to verify the accuracy of the statements made in any Drawing Certificate and shall be entitled to honor any draw presentation that complies on its face with the terms and conditions of this Letter of Credit, without inquiry into the underlying facts or circumstances.

4.3 Partial and Multiple Draws

Partial draws under this Letter of Credit are permitted. Following each partial draw, the Stated Amount shall be automatically and permanently reduced by the amount of such draw (subject to reinstatement as provided in Section 5 below). Multiple draws are permitted, provided that the aggregate amount of all draws shall not exceed the Stated Amount then in effect.

Following any partial draw, Issuing Bank shall endorse the original of this Letter of Credit (or the photocopy presented with the draw) to reflect the reduced Stated Amount and shall return such endorsed Letter of Credit (or photocopy) to Beneficiary together with the draw payment or promptly thereafter. In the case of a full draw of the entire Stated Amount, the original of this Letter of Credit shall be retained by Issuing Bank and this Letter of Credit shall thereupon terminate.

4.4 Payment Timing

Issuing Bank shall examine each presentation of documents within a reasonable time, not to exceed five (5) Business Days following the date of presentation. If the documents presented conform on their face to the terms and conditions of this Letter of Credit, Issuing Bank shall honor the Sight Draft and pay the amount specified therein on or before the fifth (5th) Business Day following the date of presentation.

Payment shall be made in immediately available funds by wire transfer to the account of Beneficiary designated in the Drawing Certificate. In the event Beneficiary does not designate a wire transfer account, Issuing Bank may make payment by official bank check payable to Beneficiary and delivered by overnight courier to Beneficiary's address set forth in Section 9 hereof.

If the documents presented do not conform on their face to the terms and conditions of this Letter of Credit, Issuing Bank shall provide notice of discrepancies to Beneficiary within the five (5) Business Day examination period specified above, specifying each discrepancy with reasonable particularity. Beneficiary shall have the right to cure any such discrepancy and re-present documents within the remaining validity period of this Letter of Credit.

5. REINSTATEMENT

If any payment made by Issuing Bank under this Letter of Credit is subsequently rescinded, avoided, set aside, or recovered from Beneficiary for any reason whatsoever, including, without limitation, as a result of any bankruptcy, insolvency, reorganization, receivership, composition, or similar proceeding affecting Applicant or any other person, or as a result of any preference, fraudulent conveyance, or similar claim, then the Stated Amount shall be reinstated to the extent of such rescission, avoidance, or recovery, as if such draw and payment had not been made. The obligation of Issuing Bank to honor subsequent drawings following any such reinstatement shall continue as if the original payment had never occurred, and this Letter of Credit shall be deemed to have remained in full force and effect, to the extent of such reinstatement, throughout the period from the date of the original draw to the date of reinstatement.

6. TRANSFER

6.1 Transferability. This Letter of Credit is transferable in whole, but not in part, by Beneficiary to any successor or assignee of Beneficiary's rights under the Agreement. A transfer in part is not permitted and Issuing Bank shall not be obligated to give effect to any purported partial transfer.

6.2 Transfer Procedure

To effect a transfer of this Letter of Credit, Beneficiary shall present to Issuing Bank at the address specified in Section 9 hereof:

(a) The original of this Letter of Credit;

(b) A completed and signed transfer request substantially in the form attached hereto as Annex 3 (the "Transfer Request"), executed by a duly authorized officer or representative of Beneficiary; and

(c) Payment of Issuing Bank's customary transfer fee, which shall not exceed Two Thousand Five Hundred United States Dollars (USD $2,500) per transfer.

6.3 Effect of Transfer

Upon Issuing Bank's acknowledgment of the transfer (which acknowledgment shall not be unreasonably delayed or withheld), the transferee identified in the Transfer Request shall become the Beneficiary hereunder, and all references in this Letter of Credit to "Beneficiary" shall thereafter be deemed to refer to such transferee. The transfer shall be effective upon Issuing Bank's written acknowledgment thereof, a copy of which shall be delivered by Issuing Bank to the transferor, the transferee, and Applicant within five (5) Business Days following Issuing Bank's receipt of the documents and fee specified in Section 6.2 above.

7. ISSUING BANK OBLIGATIONS; INDEPENDENCE OF LETTER OF CREDIT

7.1 Individual Obligation

This Letter of Credit is the individual obligation of Issuing Bank, payable from Issuing Bank's own funds. The obligations of Issuing Bank hereunder are entirely separate and independent from, and shall not be affected by, the validity, enforceability, or performance of the Agreement or any other contract, agreement, or arrangement between Applicant and Beneficiary, or between Applicant and any other person.

7.2 Independence. Issuing Bank's obligation to honor drawings under this Letter of Credit shall not be affected, impaired, or excused by:

(a) Any dispute, claim, counterclaim, defense, set-off, or right of recoupment between Applicant and Beneficiary, or between Applicant and any other person;

(b) Any claim or defense of Applicant against Beneficiary, or of Applicant against Issuing Bank (other than a defense based on the failure of a drawing to comply on its face with the terms and conditions of this Letter of Credit);

(c) The existence of any other security, guarantee, or credit support provided by or on behalf of Applicant in connection with the Agreement;

(d) Any bankruptcy, insolvency, reorganization, arrangement, moratorium, or similar proceeding involving Applicant, Beneficiary, or any other person;

(e) Any change in the ownership, structure, or legal status of Applicant or Beneficiary; or

(f) Any other circumstance that might otherwise constitute a defense available to, or discharge of, a guarantor, surety, or other obligor.

7.3 Document Examination

Issuing Bank shall examine documents presented in connection with any drawing hereunder in accordance with the standards and practices established by the International Standby Practices (ISP98) and shall determine compliance based solely on the face of the documents presented. Issuing Bank shall have no obligation to look beyond the face of the documents to ascertain the truth or accuracy of any statement made therein, the authorization of any signatory, or the occurrence or existence of any event, condition, or circumstance referenced in the documents.

8. GOVERNING RULES; APPLICABLE LAW

8.1 ISP98. This Letter of Credit is subject to, and shall be interpreted in accordance with, the International Standby Practices 1998 (ISP98), International Chamber of Commerce Publication No. 590 (the "ISP98"). In the event of any conflict between the terms of this Letter of Credit and the ISP98, the terms of this Letter of Credit shall control.

8.2 Governing Law

To the extent not inconsistent with the ISP98, this Letter of Credit shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of laws principles (consistent with Section __ (Governing Law) of the Agreement).

8.3 Venue; Jurisdiction

Any legal action, suit, or proceeding arising out of or relating to this Letter of Credit shall be brought exclusively in the courts of the State of New York, County of New York, or in the United States District Court for the Southern District of New York. Each of Issuing Bank, Applicant, and Beneficiary hereby irrevocably submits to the jurisdiction of such courts for purposes of any such action, suit, or proceeding and waives any objection to venue in such courts, including any objection based on forum non conveniens.

9. COMMUNICATIONS AND NOTICES

All notices, demands, requests, and other communications required or permitted to be given under this Letter of Credit shall be in writing and shall be deemed duly given when (a) delivered by hand, (b) sent by registered mail, postage prepaid, return receipt requested, (c) sent by nationally recognized overnight courier service, or (d) transmitted by facsimile or SWIFT message (with confirmation of receipt), in each case addressed as follows:

If to Issuing Bank:

Tralvendo National Bank, N.A. Standby Letter of Credit Department 600 Main Street, Suite 3000 Dallas, TX 75202

Attention: Trade Services — Standby LC Operations

Telephone: (214) 555-8400 Facsimile: (214) 555-8401

If to Beneficiary:

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

Attention: VP, Procurement & Contracts (Amara Osei) / Deputy General Counsel (Victor Langford)

Telephone: (512) 555-3200 Facsimile: (512) 555-3201

If to Applicant:

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

Attention: VP, Project Finance & Treasury (Derek Engstrom) / General Counsel (Rachel Muñoz)

Telephone: (713) 555-6700 Facsimile: (713) 555-6701

Any party may change its address for notices by providing written notice to the other parties in accordance with this Section 9.

10. MISCELLANEOUS

This Letter of Credit sets forth in full the terms of the undertaking of Issuing Bank, and such undertaking shall not be modified, amended, amplified, or limited by reference to any document, instrument, or agreement referred to herein (including the Agreement), except for the ISP98 and the annexes attached hereto. No course of dealing between Issuing Bank and any other party shall be effective to modify, amend, or discharge any provision of this Letter of Credit.

This Letter of Credit may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of this page intentionally left blank; signature page follows.]

SIGNATURE PAGE TO IRREVOCABLE STANDBY LETTER OF CREDIT

IN WITNESS WHEREOF, Issuing Bank has caused this Irrevocable Standby Letter of Credit to be duly executed by its authorized officer as of the Date of Issuance first set forth above.

TRALVENDO NATIONAL BANK, N.A.

By: ________

Name: ________

Title: ________

Date: ________

ANNEX 1

FORM OF SIGHT DRAFT

(to be presented with drawing under Irrevocable Standby Letter of Credit No. ________)

Date: ________

To:

Tralvendo National Bank, N.A. Standby Letter of Credit Department 600 Main Street, Suite 3000 Dallas, TX 75202

AT SIGHT, pay to the order of Meridian DataCore Solutions Inc. (or its permitted transferee as Beneficiary under the Letter of Credit referenced below) the amount of:

USD $________________

(___ United States Dollars and _/100)

Drawn under Irrevocable Standby Letter of Credit No. __, dated __, issued by Tralvendo National Bank, N.A. for the account of Saguaro Flats Solar LLC.

This Sight Draft is presented in accordance with and subject to the terms and conditions of the above-referenced Letter of Credit. This drawing represents a [full / partial] draw thereunder.

Value received and charge to the account of the above-referenced Letter of Credit.

MERIDIAN DATACORE SOLUTIONS INC. (as Beneficiary)

By: ________

Name: ________

Title: ________

ANNEX 2

FORM OF DRAWING CERTIFICATE

(to be presented with drawing under Irrevocable Standby Letter of Credit No. ________)

Date: ________

To:

Tralvendo National Bank, N.A. Standby Letter of Credit Department 600 Main Street, Suite 3000 Dallas, TX 75202

Re: Irrevocable Standby Letter of Credit No. __ (the "**Letter of Credit**"), issued by Tralvendo National Bank, N.A. (the "**Issuing Bank**"), dated __, for the account of Saguaro Flats Solar LLC (the "Applicant"), in favor of Meridian DataCore Solutions Inc. (the "Beneficiary")

Ladies and Gentlemen:

The undersigned, a duly authorized officer of Meridian DataCore Solutions Inc. (the "Beneficiary"), hereby certifies to Tralvendo National Bank, N.A. (the "Issuing Bank"), with reference to the above-referenced Letter of Credit, as follows:

(a) Authorization. The undersigned is duly authorized to execute and deliver this Drawing Certificate on behalf of Beneficiary.

(b) Entitlement to Draw. Beneficiary is entitled to draw the amount of USD $________________ (___ United States Dollars and _/100) under the Letter of Credit pursuant to Section 4.2 thereof.

(c) Applicable Drawing Condition. The following Permitted Drawing Event has occurred and is continuing as of the date hereof (check the applicable box and provide a brief factual description):

(i) Seller Event of Default: A Seller Event of Default has occurred under the Agreement and is continuing. Brief description of the Seller Event of Default: ________________ ________________

(ii) Availability Liquidated Damages: Seller has failed to pay Availability Liquidated Damages when due under the Agreement, and such failure has continued for a period of ten (10) Business Days after written notice thereof from Beneficiary to Applicant. Amount of unpaid Availability Liquidated Damages: USD $___. Date(s) on which such amounts became due: ___. Date of written notice to Applicant: ____.

(iii) Termination Payment: A Termination Payment in the amount of USD $___ is due from Seller to Buyer under the Agreement, and Seller has failed to pay such Termination Payment when due. Date on which such Termination Payment became due: ___.

(iv) Non-Renewal Draw: Issuing Bank has delivered a Non-Renewal Notice with respect to the Letter of Credit, and Applicant has failed to deliver a replacement letter of credit acceptable to Beneficiary at least thirty (30) days prior to the then-current Expiry Date. Date of Non-Renewal Notice: ___. Current Expiry Date: ___.

(v) Failure to Replace or Amend: Applicant is required under the Agreement to provide a replacement or amended letter of credit and has failed to do so within the time period specified in the Agreement. Brief description: ________________ ________________

(d) Wire Transfer Instructions. Beneficiary hereby requests that payment of the draw amount be made by wire transfer in immediately available funds to the following account:

Bank Name: ________ ABA/Routing Number: ________ Account Number: ________ Account Name: ________ Reference: ________

This Drawing Certificate is presented in accordance with and subject to the terms and conditions of the above-referenced Letter of Credit.

MERIDIAN DATACORE SOLUTIONS INC. (as Beneficiary)

By: ________

Name: ________

Title: ________

Date: ________

ANNEX 3

FORM OF TRANSFER REQUEST

(for transfer of Irrevocable Standby Letter of Credit No. ________)

Date: ________

To:

Tralvendo National Bank, N.A. Standby Letter of Credit Department 600 Main Street, Suite 3000 Dallas, TX 75202

Attention: Trade Services — Standby LC Operations

Re: Request for Transfer of Irrevocable Standby Letter of Credit No. __ (the "**Letter of Credit**"), dated _, issued by Tralvendo National Bank, N.A. (the "**Issuing Bank**"), for the account of Saguaro Flats Solar LLC (the "**Applicant**"), in the current Stated Amount of USD $___

Ladies and Gentlemen:

The undersigned, Meridian DataCore Solutions Inc. (the "Beneficiary"), hereby requests, pursuant to Section 6 of the above-referenced Letter of Credit, that Issuing Bank transfer the Letter of Credit in its entirety to the following transferee:

Transferee Name: ________

Transferee Address: ________

________________________________________

Transferee Contact Person: ________

Transferee Telephone: ________

Transferee Facsimile: ________

Transferee Email: ________

This transfer is made in connection with the assignment and/or succession of Buyer's rights under that certain Power Purchase Agreement dated as of __, 2025, by and between Saguaro Flats Solar LLC ("Seller") and Meridian DataCore Solutions Inc. ("Buyer"), as permitted thereunder.

Enclosed herewith are:

1. The original of the Letter of Credit; and

2. Issuing Bank's transfer fee in the amount of USD $__ (not to exceed USD $2,500), payable by [wire transfer / check] as follows: ________

The undersigned confirms that the undersigned is duly authorized to execute and deliver this Transfer Request on behalf of Beneficiary and to effect the transfer of the Letter of Credit as described herein.

Upon completion of the transfer, all references to "Beneficiary" in the Letter of Credit shall be deemed to refer to the transferee identified above.

MERIDIAN DATACORE SOLUTIONS INC. (as current Beneficiary)

By: ________

Name: ________

Title: ________

Date: ________

ACKNOWLEDGMENT OF TRANSFER BY ISSUING BANK

Tralvendo National Bank, N.A. hereby acknowledges and confirms the transfer of the above-referenced Letter of Credit to the transferee identified above, effective as of the date set forth below. From and after the effective date of this transfer, the transferee shall be the Beneficiary under the Letter of Credit for all purposes, and all rights, privileges, and entitlements of the original Beneficiary thereunder shall inure to the benefit of the transferee.

TRALVENDO NATIONAL BANK, N.A.

By: ________

Name: ________

Title: ________

Date: ________

[End of Exhibit D]

EXHIBIT D
FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT
(Seller Availability LC)
Exhibit D to that certain Power Purchase Agreement dated as of __, 2025 (the "Agreement"), by and between Saguaro Flats Solar LLC, a Delaware limited liability company ("Seller"), and Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer")
This Exhibit D sets forth the form of irrevocable standby letter of credit to be delivered by Seller pursuant to Article XII (Credit Support) of the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. Bracketed items and blanks shall be completed at the time of issuance.
IRREVOCABLE STANDBY LETTER OF CREDIT
Issuing Bank:
Tralvendo National Bank, N.A. 600 Main Street, Suite 3000 Dallas, TX 75202
Standby Letter of Credit No.: __ [to be assigned by Tralvendo National Bank, N.A. at the time of issuance]
Date of Issuance: __
Applicant (Account Party):
Saguaro Flats Solar LLC c/o Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, TX 77002 EIN: 93-1284506
Beneficiary:
Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, TX 78746 EIN: 47-5918320
1. IRREVOCABLE UNDERTAKING; STATED AMOUNT
Tralvendo National Bank, N.A. (the "Issuing Bank") hereby issues, in favor of Meridian DataCore Solutions Inc. (the "Beneficiary"), this Irrevocable Standby Letter of Credit (this "Letter of Credit") for the account of Saguaro Flats Solar LLC (the "Applicant").
The initial stated amount of this Letter of Credit is Seven Million United States Dollars (USD $7,000,000) (as such amount may be reduced or reinstated in accordance with the terms hereof, the "Stated Amount"). This Letter of Credit is available to Beneficiary by sight draft(s) drawn on Issuing Bank accompanied by the documents specified in Section 4 below, for any amount or amounts not exceeding, in the aggregate, the Stated Amount then in effect.
This Letter of Credit is denominated and payable in United States Dollars only.
1.1 Reduction of Stated Amount
The Stated Amount shall automatically reduce from Seven Million United States Dollars (USD $7,000,000) to Three Million Five Hundred Thousand United States Dollars (USD $3,500,000) on the date that is the fifth (5th) anniversary of the Commercial Operation Date (the expected Commercial Operation Date being April 1, 2027, and the fifth anniversary thereof being April 1, 2032) (the "Reduction Date"), provided, however, that each of the following conditions is satisfied as of the Reduction Date:
(a) No Seller Event of Default (as defined in the Agreement) is then outstanding or continuing as of the Reduction Date; and
(b) Applicant has delivered to Issuing Bank, not later than five (5) Business Days prior to the Reduction Date, a certificate executed by an authorized officer of Applicant, in form and substance reasonably satisfactory to Issuing Bank, certifying that: (i) the Commercial Operation Date has occurred; (ii) the Reduction Date is the fifth (5th) anniversary of the Commercial Operation Date; and (iii) no Seller Event of Default exists as of the date of such certificate and, to the knowledge of Applicant, no event or circumstance exists that, with the giving of notice, the lapse of time, or both, would constitute a Seller Event of Default.
If a Seller Event of Default exists on the Reduction Date, or if the certificate described in clause (b) above has not been timely delivered by Applicant, then the Stated Amount shall remain at Seven Million United States Dollars (USD $7,000,000) and shall not be reduced. In such event, the reduction shall occur at such later date as Applicant delivers to Issuing Bank the certificate described in clause (b) above confirming that no Seller Event of Default then exists, and Issuing Bank shall effect such reduction within three (3) Business Days following receipt of such certificate. Issuing Bank shall have no obligation to independently verify whether a Seller Event of Default exists and shall be entitled to rely conclusively on the certificate delivered by Applicant (or the absence thereof).
1.2 Irrevocability.  This Letter of Credit is irrevocable and constitutes a binding obligation of Issuing Bank. This Letter of Credit shall not be amended, modified, supplemented, or cancelled without the prior written consent of Beneficiary. No amendment or modification shall increase the obligations of Issuing Bank hereunder without the prior written consent of Issuing Bank.
2. EXPIRY DATE; AUTOMATIC RENEWAL (EVERGREEN)
2.1 Initial Expiry Date
This Letter of Credit shall expire at 5:00 p.m. (Central Time) on the date that is one (1) year from the Date of Issuance set forth above (the "Initial Expiry Date"), unless extended in accordance with Section 2.2 below.
2.2 Automatic Extension (Evergreen)
This Letter of Credit shall be automatically extended, without amendment and without the necessity of any action by Beneficiary or Applicant, for successive periods of one (1) year each from the then-current Expiry Date (each such extended date, a "Renewal Expiry Date" and, together with the Initial Expiry Date, each an "Expiry Date"), unless Issuing Bank provides written notice of its election not to renew this Letter of Credit (a "Non-Renewal Notice") to Beneficiary by registered mail or nationally recognized overnight courier service not less than sixty (60) days prior to the then-current Expiry Date.
Any Non-Renewal Notice shall be addressed to Beneficiary at the address set forth in Section 9 hereof, or at such other address as Beneficiary may have designated in writing to Issuing Bank. A Non-Renewal Notice shall be effective only if actually received by Beneficiary not less than sixty (60) days prior to the then-current Expiry Date; the risk of delayed or failed delivery shall rest with Issuing Bank.
2.3 Final Expiry Date
Notwithstanding the foregoing, this Letter of Credit shall in no event be extended beyond June 29, 2047 (the date that is ninety (90) days after the expiration of the Agreement on March 31, 2047) (the "Final Expiry Date"), or such earlier date as the parties to the Agreement may agree pursuant to Article XII thereof. On the Final Expiry Date, all obligations of Issuing Bank hereunder shall terminate, except with respect to any drawing presentation made prior to the close of business on the Final Expiry Date and then pending.
2.4 Non-Renewal Draw Right
In the event Issuing Bank delivers a Non-Renewal Notice pursuant to Section 2.2 above, Beneficiary shall be entitled to draw the full Stated Amount then available under this Letter of Credit in accordance with the draw provisions set forth in Section 4 hereof, by presenting the documents required thereunder with an appropriate Drawing Certificate stating the applicable draw condition set forth in Section 4.2(iv).
3. [Reserved]
4. CONDITIONS FOR DRAWING; DRAW MECHANICS
4.1 Drawing Generally
Beneficiary may draw upon this Letter of Credit by presenting to Issuing Bank, at or before 3:00 p.m. (Central Time) on a Business Day (as defined in the Agreement), at Issuing Bank's office at the following address:
Tralvendo National Bank, N.A. Standby Letter of Credit Department 600 Main Street, Suite 3000 Dallas, TX 75202
Attention: Trade Services — Standby LC Operations
or at such other address as Issuing Bank may designate by written notice to Beneficiary, or, if separately agreed in writing between Issuing Bank and Beneficiary, by facsimile transmission or authenticated SWIFT message, the following documents:
(a) The original of this Letter of Credit (or, in the case of a partial draw, a photocopy thereof);
(b) A completed and signed sight draft substantially in the form attached hereto as Annex 1 (the "Sight Draft"), drawn on Issuing Bank at sight, referencing this Letter of Credit number, in the amount of the requested draw; and
(c) A completed and signed drawing certificate substantially in the form attached hereto as Annex 2 (the "Drawing Certificate"), executed by a duly authorized officer or representative of Beneficiary.
A presentation made after 3:00 p.m. (Central Time) on any Business Day, or on a day that is not a Business Day, shall be deemed to have been made at the opening of business on the next succeeding Business Day.
4.2 Permitted Drawing Events
The Drawing Certificate delivered in connection with any draw under this Letter of Credit shall certify that one or more of the following events or conditions has occurred and is continuing at the time of drawing (each, a "Permitted Drawing Event"):
(i) Seller Event of Default. A Seller Event of Default has occurred under the Agreement and is continuing as of the date of the Drawing Certificate, and Beneficiary is entitled to draw under this Letter of Credit pursuant to the terms and conditions of the Agreement.
(ii) Availability Liquidated Damages. Seller has failed to pay Availability Liquidated Damages when due under the Agreement, and such failure has continued for a period of ten (10) Business Days after written notice thereof from Beneficiary to Applicant (or to Seller, as applicable), and such Availability Liquidated Damages remain unpaid as of the date of the Drawing Certificate.
(iii) Termination Payment. A Termination Payment is due and payable from Seller to Buyer under the Agreement, and Seller has failed to pay such Termination Payment when due in accordance with the terms of the Agreement, and such amount remains unpaid as of the date of the Drawing Certificate.
(iv) Non-Renewal Draw. Issuing Bank has delivered a Non-Renewal Notice pursuant to Section 2.2 of this Letter of Credit, and Applicant has failed to deliver to Beneficiary a replacement letter of credit (or other credit support) that is acceptable to Beneficiary in accordance with the terms of the Agreement at least thirty (30) days prior to the then-current Expiry Date.
(v) Failure to Replace or Amend. Applicant is required, pursuant to the Agreement (including, without limitation, in connection with a downgrade of Issuing Bank's credit ratings, a change of Issuing Bank, or any other circumstance requiring replacement or amendment of this Letter of Credit), to provide a replacement or amended letter of credit, and Applicant has failed to do so within the time period specified in the Agreement.
Issuing Bank shall have no obligation to verify the accuracy of the statements made in any Drawing Certificate and shall be entitled to honor any draw presentation that complies on its face with the terms and conditions of this Letter of Credit, without inquiry into the underlying facts or circumstances.
4.3 Partial and Multiple Draws
Partial draws under this Letter of Credit are permitted. Following each partial draw, the Stated Amount shall be automatically and permanently reduced by the amount of such draw (subject to reinstatement as provided in Section 5 below). Multiple draws are permitted, provided that the aggregate amount of all draws shall not exceed the Stated Amount then in effect.
Following any partial draw, Issuing Bank shall endorse the original of this Letter of Credit (or the photocopy presented with the draw) to reflect the reduced Stated Amount and shall return such endorsed Letter of Credit (or photocopy) to Beneficiary together with the draw payment or promptly thereafter. In the case of a full draw of the entire Stated Amount, the original of this Letter of Credit shall be retained by Issuing Bank and this Letter of Credit shall thereupon terminate.
4.4 Payment Timing
Issuing Bank shall examine each presentation of documents within a reasonable time, not to exceed five (5) Business Days following the date of presentation. If the documents presented conform on their face to the terms and conditions of this Letter of Credit, Issuing Bank shall honor the Sight Draft and pay the amount specified therein on or before the fifth (5th) Business Day following the date of presentation.
Payment shall be made in immediately available funds by wire transfer to the account of Beneficiary designated in the Drawing Certificate. In the event Beneficiary does not designate a wire transfer account, Issuing Bank may make payment by official bank check payable to Beneficiary and delivered by overnight courier to Beneficiary's address set forth in Section 9 hereof.
If the documents presented do not conform on their face to the terms and conditions of this Letter of Credit, Issuing Bank shall provide notice of discrepancies to Beneficiary within the five (5) Business Day examination period specified above, specifying each discrepancy with reasonable particularity. Beneficiary shall have the right to cure any such discrepancy and re-present documents within the remaining validity period of this Letter of Credit.
5. REINSTATEMENT
If any payment made by Issuing Bank under this Letter of Credit is subsequently rescinded, avoided, set aside, or recovered from Beneficiary for any reason whatsoever, including, without limitation, as a result of any bankruptcy, insolvency, reorganization, receivership, composition, or similar proceeding affecting Applicant or any other person, or as a result of any preference, fraudulent conveyance, or similar claim, then the Stated Amount shall be reinstated to the extent of such rescission, avoidance, or recovery, as if such draw and payment had not been made. The obligation of Issuing Bank to honor subsequent drawings following any such reinstatement shall continue as if the original payment had never occurred, and this Letter of Credit shall be deemed to have remained in full force and effect, to the extent of such reinstatement, throughout the period from the date of the original draw to the date of reinstatement.
6. TRANSFER
6.1 Transferability.  This Letter of Credit is transferable in whole, but not in part, by Beneficiary to any successor or assignee of Beneficiary's rights under the Agreement. A transfer in part is not permitted and Issuing Bank shall not be obligated to give effect to any purported partial transfer.
6.2 Transfer Procedure
To effect a transfer of this Letter of Credit, Beneficiary shall present to Issuing Bank at the address specified in Section 9 hereof:
(a) The original of this Letter of Credit;
(b) A completed and signed transfer request substantially in the form attached hereto as Annex 3 (the "Transfer Request"), executed by a duly authorized officer or representative of Beneficiary; and
(c) Payment of Issuing Bank's customary transfer fee, which shall not exceed Two Thousand Five Hundred United States Dollars (USD $2,500) per transfer.
6.3 Effect of Transfer
Upon Issuing Bank's acknowledgment of the transfer (which acknowledgment shall not be unreasonably delayed or withheld), the transferee identified in the Transfer Request shall become the Beneficiary hereunder, and all references in this Letter of Credit to "Beneficiary" shall thereafter be deemed to refer to such transferee. The transfer shall be effective upon Issuing Bank's written acknowledgment thereof, a copy of which shall be delivered by Issuing Bank to the transferor, the transferee, and Applicant within five (5) Business Days following Issuing Bank's receipt of the documents and fee specified in Section 6.2 above.
7. ISSUING BANK OBLIGATIONS; INDEPENDENCE OF LETTER OF CREDIT
7.1 Individual Obligation
This Letter of Credit is the individual obligation of Issuing Bank, payable from Issuing Bank's own funds. The obligations of Issuing Bank hereunder are entirely separate and independent from, and shall not be affected by, the validity, enforceability, or performance of the Agreement or any other contract, agreement, or arrangement between Applicant and Beneficiary, or between Applicant and any other person.
7.2 Independence.  Issuing Bank's obligation to honor drawings under this Letter of Credit shall not be affected, impaired, or excused by:
(a) Any dispute, claim, counterclaim, defense, set-off, or right of recoupment between Applicant and Beneficiary, or between Applicant and any other person;
(b) Any claim or defense of Applicant against Beneficiary, or of Applicant against Issuing Bank (other than a defense based on the failure of a drawing to comply on its face with the terms and conditions of this Letter of Credit);
(c) The existence of any other security, guarantee, or credit support provided by or on behalf of Applicant in connection with the Agreement;
(d) Any bankruptcy, insolvency, reorganization, arrangement, moratorium, or similar proceeding involving Applicant, Beneficiary, or any other person;
(e) Any change in the ownership, structure, or legal status of Applicant or Beneficiary; or
(f) Any other circumstance that might otherwise constitute a defense available to, or discharge of, a guarantor, surety, or other obligor.
7.3 Document Examination
Issuing Bank shall examine documents presented in connection with any drawing hereunder in accordance with the standards and practices established by the International Standby Practices (ISP98) and shall determine compliance based solely on the face of the documents presented. Issuing Bank shall have no obligation to look beyond the face of the documents to ascertain the truth or accuracy of any statement made therein, the authorization of any signatory, or the occurrence or existence of any event, condition, or circumstance referenced in the documents.
8. GOVERNING RULES; APPLICABLE LAW
8.1 ISP98.  This Letter of Credit is subject to, and shall be interpreted in accordance with, the International Standby Practices 1998 (ISP98), International Chamber of Commerce Publication No. 590 (the "ISP98"). In the event of any conflict between the terms of this Letter of Credit and the ISP98, the terms of this Letter of Credit shall control.
8.2 Governing Law
To the extent not inconsistent with the ISP98, this Letter of Credit shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of laws principles (consistent with Section __ (Governing Law) of the Agreement).
8.3 Venue; Jurisdiction
Any legal action, suit, or proceeding arising out of or relating to this Letter of Credit shall be brought exclusively in the courts of the State of New York, County of New York, or in the United States District Court for the Southern District of New York. Each of Issuing Bank, Applicant, and Beneficiary hereby irrevocably submits to the jurisdiction of such courts for purposes of any such action, suit, or proceeding and waives any objection to venue in such courts, including any objection based on forum non conveniens.
9. COMMUNICATIONS AND NOTICES
All notices, demands, requests, and other communications required or permitted to be given under this Letter of Credit shall be in writing and shall be deemed duly given when (a) delivered by hand, (b) sent by registered mail, postage prepaid, return receipt requested, (c) sent by nationally recognized overnight courier service, or (d) transmitted by facsimile or SWIFT message (with confirmation of receipt), in each case addressed as follows:
If to Issuing Bank:
Tralvendo National Bank, N.A. Standby Letter of Credit Department 600 Main Street, Suite 3000 Dallas, TX 75202
Attention: Trade Services — Standby LC Operations
Telephone: (214) 555-8400 Facsimile: (214) 555-8401
If to Beneficiary:
Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, TX 78746
Attention: VP, Procurement & Contracts (Amara Osei) / Deputy General Counsel (Victor Langford)
Telephone: (512) 555-3200 Facsimile: (512) 555-3201
If to Applicant:
Saguaro Flats Solar LLC c/o Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, TX 77002
Attention: VP, Project Finance & Treasury (Derek Engstrom) / General Counsel (Rachel Muñoz)
Telephone: (713) 555-6700 Facsimile: (713) 555-6701
Any party may change its address for notices by providing written notice to the other parties in accordance with this Section 9.
10. MISCELLANEOUS
This Letter of Credit sets forth in full the terms of the undertaking of Issuing Bank, and such undertaking shall not be modified, amended, amplified, or limited by reference to any document, instrument, or agreement referred to herein (including the Agreement), except for the ISP98 and the annexes attached hereto. No course of dealing between Issuing Bank and any other party shall be effective to modify, amend, or discharge any provision of this Letter of Credit.
This Letter of Credit may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Remainder of this page intentionally left blank; signature page follows.]
SIGNATURE PAGE TO IRREVOCABLE STANDBY LETTER OF CREDIT
IN WITNESS WHEREOF, Issuing Bank has caused this Irrevocable Standby Letter of Credit to be duly executed by its authorized officer as of the Date of Issuance first set forth above.
TRALVENDO NATIONAL BANK, N.A.
By: ________
Name: ________
Title: ________
Date: ________
ANNEX 1
FORM OF SIGHT DRAFT
(to be presented with drawing under Irrevocable Standby Letter of Credit No. ________)
Date: ________
To:
Tralvendo National Bank, N.A. Standby Letter of Credit Department 600 Main Street, Suite 3000 Dallas, TX 75202
AT SIGHT, pay to the order of Meridian DataCore Solutions Inc. (or its permitted transferee as Beneficiary under the Letter of Credit referenced below) the amount of:
USD $________________
(___ United States Dollars and _/100)
Drawn under Irrevocable Standby Letter of Credit No. __, dated __, issued by Tralvendo National Bank, N.A. for the account of Saguaro Flats Solar LLC.
This Sight Draft is presented in accordance with and subject to the terms and conditions of the above-referenced Letter of Credit. This drawing represents a [full / partial] draw thereunder.
Value received and charge to the account of the above-referenced Letter of Credit.
MERIDIAN DATACORE SOLUTIONS INC. (as Beneficiary)
By: ________
Name: ________
Title: ________
ANNEX 2
FORM OF DRAWING CERTIFICATE
(to be presented with drawing under Irrevocable Standby Letter of Credit No. ________)
Date: ________
To:
Tralvendo National Bank, N.A. Standby Letter of Credit Department 600 Main Street, Suite 3000 Dallas, TX 75202
Re: Irrevocable Standby Letter of Credit No. __ (the "**Letter of Credit**"), issued by Tralvendo National Bank, N.A. (the "**Issuing Bank**"), dated __, for the account of Saguaro Flats Solar LLC (the "Applicant"), in favor of Meridian DataCore Solutions Inc. (the "Beneficiary")
Ladies and Gentlemen:
The undersigned, a duly authorized officer of Meridian DataCore Solutions Inc. (the "Beneficiary"), hereby certifies to Tralvendo National Bank, N.A. (the "Issuing Bank"), with reference to the above-referenced Letter of Credit, as follows:
(a) Authorization. The undersigned is duly authorized to execute and deliver this Drawing Certificate on behalf of Beneficiary.
(b) Entitlement to Draw. Beneficiary is entitled to draw the amount of USD $________________ (___ United States Dollars and _/100) under the Letter of Credit pursuant to Section 4.2 thereof.
(c) Applicable Drawing Condition. The following Permitted Drawing Event has occurred and is continuing as of the date hereof (check the applicable box and provide a brief factual description):
(i) Seller Event of Default: A Seller Event of Default has occurred under the Agreement and is continuing. Brief description of the Seller Event of Default: ________________ ________________
(ii) Availability Liquidated Damages: Seller has failed to pay Availability Liquidated Damages when due under the Agreement, and such failure has continued for a period of ten (10) Business Days after written notice thereof from Beneficiary to Applicant. Amount of unpaid Availability Liquidated Damages: USD $___. Date(s) on which such amounts became due: ___. Date of written notice to Applicant: ____.
(iii) Termination Payment: A Termination Payment in the amount of USD $___ is due from Seller to Buyer under the Agreement, and Seller has failed to pay such Termination Payment when due. Date on which such Termination Payment became due: ___.
(iv) Non-Renewal Draw: Issuing Bank has delivered a Non-Renewal Notice with respect to the Letter of Credit, and Applicant has failed to deliver a replacement letter of credit acceptable to Beneficiary at least thirty (30) days prior to the then-current Expiry Date. Date of Non-Renewal Notice: ___. Current Expiry Date: ___.
(v) Failure to Replace or Amend: Applicant is required under the Agreement to provide a replacement or amended letter of credit and has failed to do so within the time period specified in the Agreement. Brief description: ________________ ________________
(d) Wire Transfer Instructions. Beneficiary hereby requests that payment of the draw amount be made by wire transfer in immediately available funds to the following account:
Bank Name: ________ ABA/Routing Number: ________ Account Number: ________ Account Name: ________ Reference: ________
This Drawing Certificate is presented in accordance with and subject to the terms and conditions of the above-referenced Letter of Credit.
MERIDIAN DATACORE SOLUTIONS INC. (as Beneficiary)
By: ________
Name: ________
Title: ________
Date: ________
ANNEX 3
FORM OF TRANSFER REQUEST
(for transfer of Irrevocable Standby Letter of Credit No. ________)
Date: ________
To:
Tralvendo National Bank, N.A. Standby Letter of Credit Department 600 Main Street, Suite 3000 Dallas, TX 75202
Attention: Trade Services — Standby LC Operations
Re: Request for Transfer of Irrevocable Standby Letter of Credit No. __ (the "**Letter of Credit**"), dated _, issued by Tralvendo National Bank, N.A. (the "**Issuing Bank**"), for the account of Saguaro Flats Solar LLC (the "**Applicant**"), in the current Stated Amount of USD $___
Ladies and Gentlemen:
The undersigned, Meridian DataCore Solutions Inc. (the "Beneficiary"), hereby requests, pursuant to Section 6 of the above-referenced Letter of Credit, that Issuing Bank transfer the Letter of Credit in its entirety to the following transferee:
Transferee Name: ________
Transferee Address: ________
________________________________________
________________________________________
Transferee Contact Person: ________
Transferee Telephone: ________
Transferee Facsimile: ________
Transferee Email: ________
This transfer is made in connection with the assignment and/or succession of Buyer's rights under that certain Power Purchase Agreement dated as of __, 2025, by and between Saguaro Flats Solar LLC ("Seller") and Meridian DataCore Solutions Inc. ("Buyer"), as permitted thereunder.
Enclosed herewith are:
1.  The original of the Letter of Credit; and
2.  Issuing Bank's transfer fee in the amount of USD $__ (not to exceed USD $2,500), payable by [wire transfer / check] as follows: ________
The undersigned confirms that the undersigned is duly authorized to execute and deliver this Transfer Request on behalf of Beneficiary and to effect the transfer of the Letter of Credit as described herein.
Upon completion of the transfer, all references to "Beneficiary" in the Letter of Credit shall be deemed to refer to the transferee identified above.
MERIDIAN DATACORE SOLUTIONS INC. (as current Beneficiary)
By: ________
Name: ________
Title: ________
Date: ________
ACKNOWLEDGMENT OF TRANSFER BY ISSUING BANK
Tralvendo National Bank, N.A. hereby acknowledges and confirms the transfer of the above-referenced Letter of Credit to the transferee identified above, effective as of the date set forth below. From and after the effective date of this transfer, the transferee shall be the Beneficiary under the Letter of Credit for all purposes, and all rights, privileges, and entitlements of the original Beneficiary thereunder shall inure to the benefit of the transferee.
TRALVENDO NATIONAL BANK, N.A.
By: ________
Name: ________
Title: ________
Date: ________
[End of Exhibit D]

EXHIBIT D

FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT

IRREVOCABLE STANDBY LETTER OF CREDIT

SIGNATURE PAGE TO IRREVOCABLE STANDBY LETTER OF CREDIT

TRALVENDO NATIONAL BANK, N.A.

ANNEX 1

FORM OF SIGHT DRAFT

ANNEX 2

FORM OF DRAWING CERTIFICATE

ANNEX 3

FORM OF TRANSFER REQUEST

ACKNOWLEDGMENT OF TRANSFER BY ISSUING BANK

TRALVENDO NATIONAL BANK, N.A.

Record

Parties

Dates

Amounts