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

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EXHIBIT E

INSURANCE REQUIREMENTS

This Exhibit E (these "Insurance Requirements") is attached to and forms an integral part of that certain Power Purchase Agreement dated as of [●], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Agreement"), by and between:

Saguaro Flats Solar LLC, a Delaware limited liability company ("Seller"), and

Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer").

Capitalized terms used but not otherwise defined in this Exhibit E shall have the meanings ascribed to them in the Agreement.

Project Description: The Saguaro Flats Solar Project is a 150 MWac / 195 MWdc ground-mounted single-axis tracking solar photovoltaic generating facility, to be constructed on approximately 1,400 acres of leased land located on FM Road 1776, approximately 12 miles southeast of Fort Stockton, Pecos County, Texas 79735 (the "Project" or the "Facility").

Interconnection Point: Ft. Stockton 345 kV Substation, Pecos County, Texas.

EPC Contractor: Sunbelt Power Construction LLC ("EPC Contractor").

Insurance Broker: Fieldstone Risk Advisors LLC, Houston, Texas.

SECTION 1 — GENERAL INSURANCE REQUIREMENTS

1.1 Obligation to Maintain Insurance

Seller shall procure and maintain, or cause to be procured and maintained, at Seller's sole cost and expense, the insurance coverages set forth in this Exhibit E at all times during the Term of the Agreement. Such coverages shall be in full force and effect no later than the earlier of (a) the date on which any construction activities (including, without limitation, site clearing, grading, access road construction, or delivery of materials or equipment) commence at the Project Site, or (b) the date on which the Notice to Proceed ("NTP") is issued to Sunbelt Power Construction LLC under the Engineering, Procurement and Construction Agreement (the target NTP date being October 15, 2025). All coverages described herein shall remain continuously in force through the expiration of the Term of the Agreement, which is twenty (20) years from the Commercial Operation Date ("COD"), projected to extend through March 31, 2047, and shall not lapse, be cancelled, or be materially reduced without compliance with the notice provisions set forth in Section 1.5 below.

Seller acknowledges and agrees that the obligation to maintain the insurance coverages set forth in this Exhibit E is a material obligation under the Agreement, and that Buyer has relied upon Seller's commitment to maintain such coverages in entering into the Agreement. Seller shall bear all premiums, assessments, deductibles, self-insured retentions, and other costs associated with the procurement and maintenance of such insurance.

1.2 Qualified Insurers

All insurance required under this Exhibit E shall be placed with insurance companies that are (a) licensed or authorized to transact the applicable lines of insurance in the State of Texas, and (b) maintain, at the time of policy placement and at all times during the policy period, a financial strength rating of at least "A-" (Excellent) and a financial size category of at least "VII," in each case as rated by A.M. Best Company, Inc. or another nationally recognized insurance rating agency reasonably acceptable to Buyer.

As of the date of the Agreement, the following insurers have been approved by Buyer and meet the foregoing financial strength and licensing requirements:

(a) Commonwealth Mutual Insurance Co. — builder's risk, property / all-risk, and business interruption coverages; and

(b) Ridgeway Casualty Group Inc. — commercial general liability coverages.

If at any time during the Term an insurer providing coverage under this Exhibit E is downgraded below the minimum financial strength rating or financial size category specified above, Seller shall, within sixty (60) days of such downgrade (or such shorter period as may be commercially reasonable under the circumstances), replace such insurer with a qualified insurer meeting the requirements of this Section 1.2 and shall promptly deliver to Buyer certificates of insurance reflecting such replacement coverage. Seller shall promptly notify Buyer in writing of any downgrade of an insurer providing coverage hereunder.

1.3 Insurance Broker

Seller's insurance broker of record for the procurement and maintenance of the coverages required under this Exhibit E is Fieldstone Risk Advisors LLC, with offices located in Houston, Texas. Seller shall notify Buyer in writing within thirty (30) days of any change in Seller's insurance broker, and such notice shall include the name, address, and contact information for the replacement broker, together with confirmation that the replacement broker has the experience and capability to manage the insurance program for a utility-scale solar photovoltaic project of the size and complexity of the Facility.

1.4 Additional Insured / Loss Payee

(a) Buyer as Additional Insured. Buyer (Meridian DataCore Solutions Inc.) and its parent, subsidiary, and affiliated entities, and their respective directors, officers, employees, agents, and representatives, shall be named as additional insureds on all liability insurance policies required under this Exhibit E (including, without limitation, commercial general liability, umbrella/excess liability, and automobile liability policies), on a primary and non-contributory basis with respect to claims arising out of or relating to the Agreement, the Project, or Seller's performance of its obligations under the Agreement.

(b) Lender as Loss Payee and Mortgagee. Tralvendo National Bank, N.A., in its capacity as Administrative Agent for the lender group under the construction-to-term loan facility (in the aggregate principal amount of $108,000,000) (the "Administrative Agent"), shall be named as lender loss payee and mortgagee, as its interests may appear, on all property insurance and builder's risk insurance policies required under this Exhibit E, in each case as required by, and in a manner consistent with, the terms and conditions of the credit agreement and related loan documents governing such facility (collectively, the "Credit Agreement"). The lender loss payee endorsement shall be in a form reasonably satisfactory to the Administrative Agent and shall provide that no act or omission of Seller shall invalidate or impair the interest of the Administrative Agent in such insurance.

(c) Ground Lessor as Additional Insured. Redrock Mesa Ranch LP, as the ground lessor under the Ground Lease Agreement with Seller covering the Project Site, shall be named as an additional insured on all commercial general liability policies required under this Exhibit E, to the extent required by the Ground Lease Agreement.

1.5 Policy Terms and Conditions

All insurance policies required under this Exhibit E shall comply with the following terms and conditions:

(a) Occurrence Basis. All policies shall be written on an "occurrence" basis, except that professional liability / errors and omissions insurance and, where noted, pollution liability insurance may be written on a "claims-made" basis, provided that any claims-made policy shall include an extended reporting period (tail coverage) of not less than three (3) years following the expiration or termination of the applicable policy period or the applicable phase of the Project, as further specified herein.

(b) Waiver of Subrogation. All policies shall contain, or shall be endorsed to include, a waiver of the insurer's right of subrogation against Buyer and its affiliates, and their respective directors, officers, employees, agents, and representatives, and against the Administrative Agent. Such waiver shall apply whether the loss or damage is caused in whole or in part by the negligence or other acts or omissions of the parties in whose favor subrogation is waived.

(c) Notice of Cancellation or Material Change. All policies shall provide, by endorsement or otherwise, that they may not be cancelled, non-renewed, or materially modified (including any reduction of coverage limits, increase in deductibles or self-insured retentions, or elimination of any coverage) without at least thirty (30) days' prior written notice to Buyer and the Administrative Agent (Tralvendo National Bank, N.A.), except that in the case of cancellation for non-payment of premium, at least ten (10) days' prior written notice shall be provided. For purposes of this Section, "material modification" shall include any change that reduces the scope or limits of coverage, adds exclusions not previously applicable, or otherwise impairs the protection afforded to the additional insured parties or loss payees.

(d) Deductibles and Self-Insured Retentions. All deductibles and self-insured retentions applicable to the policies required under this Exhibit E are the sole financial responsibility of Seller, and Seller shall not seek reimbursement from Buyer or any other additional insured party for any amounts paid as deductibles or self-insured retentions. Deductibles and self-insured retentions shall not exceed the amounts specified in this Exhibit E for each coverage type.

(e) Primary and Non-Contributory. All liability insurance policies on which Buyer is named as an additional insured shall be primary to, and non-contributory with, any insurance or self-insurance maintained by Buyer, and shall so provide by endorsement. Seller's insurers shall not seek contribution from Buyer's insurance for any claim covered under Seller's policies.

(f) Severability of Interests. All liability insurance policies shall include a severability of interests or cross-liability clause, providing that the insurance applies separately to each insured against whom a claim is made, except with respect to the aggregate limits of the policy.

(g) No Limitation by Other Insurance. The coverage required under this Exhibit E shall not be limited by any other insurance carried by Seller, Buyer, or any other party.

1.6 Evidence of Insurance

Seller shall deliver to Buyer, and to the Administrative Agent, certificates of insurance (on ACORD 28 and/or ACORD 25 forms, as applicable, or such other form as Buyer may reasonably approve) evidencing all insurance coverages required under this Exhibit E no later than ten (10) Business Days prior to the NTP date, and annually thereafter on or before each anniversary of COD (or, during the construction period, on each anniversary of the NTP date). Each certificate of insurance shall:

(a) identify the Agreement by title, date, and the parties thereto;

(b) identify the Project by name and location;

(d) set forth the policy number, insurer name, policy period, limits of liability, and deductible/self-insured retention amounts for each coverage;

(e) confirm that the policies include a waiver of subrogation in favor of Buyer and the Administrative Agent; and

(f) confirm the notice of cancellation/material change provisions required by Section 1.5(c).

Upon reasonable request by Buyer, Seller shall provide Buyer with certified copies of all insurance policies (including all endorsements, schedules, and declarations pages) required under this Exhibit E within fifteen (15) Business Days of such request.

SECTION 2 — CONSTRUCTION PERIOD INSURANCE REQUIREMENTS

The following insurance coverages shall be maintained by Seller from the commencement of construction activities at the Project Site (or, if earlier, the date of NTP issuance to Sunbelt Power Construction LLC, target date: October 15, 2025) through the Commercial Operation Date (expected COD: April 1, 2027), except where a longer period is expressly specified below.

2.1 Builder's Risk Insurance

(a) Type of Coverage. Builder's risk / course of construction insurance, written on an all-risk basis.

(b) Named Insurer. Commonwealth Mutual Insurance Co.

(c) Coverage Amount. Not less than the full replacement cost of the Project under construction, including all materials, equipment, supplies, and components (whether on-site, in transit, or stored at any off-site location), with a minimum limit equal to the EPC contract value of One Hundred Forty-Two Million Five Hundred Thousand Dollars ($142,500,000).

(d) Covered Perils. All risks of direct physical loss or damage to the Project and its component parts during the course of construction, including, without limitation: fire; lightning; windstorm (including named storms and hurricanes); hail; flood (including named storm surge and rising water); earthquake; theft; vandalism and malicious mischief; collapse; damage during transit (by land, sea, or air); damage during testing and commissioning; explosion; smoke; aircraft impact; vehicle impact; and water damage. The policy shall not contain exclusions for defective design, defective materials, or defective workmanship (LEG 2/06 or LEG 3/06 coverage, or the substantial equivalent thereof, shall be included).

(e) Delay in Start-Up / Soft Costs Sub-limit. The builder's risk policy shall include a delay in start-up (DSU) or soft costs extension providing coverage for additional interest expense incurred on the construction-to-term loan facility, extended overhead and general conditions costs, additional professional fees, and other consequential financial losses arising from covered physical damage that delays the achievement of COD, with a sub-limit of not less than Ten Million Dollars ($10,000,000). The indemnity period under the DSU extension shall be not less than twelve (12) months.

(f) Deductible. Not to exceed Two Hundred Fifty Thousand Dollars ($250,000) per occurrence for all perils, except:

(i) Named windstorm (including hurricane): not to exceed Five Hundred Thousand Dollars ($500,000) per occurrence; and

(ii) Flood and earthquake: not to exceed Five Hundred Thousand Dollars ($500,000) per occurrence.

(g) Duration. From the date of NTP (target October 15, 2025) through COD (expected April 1, 2027), plus a testing and commissioning period of sixty (60) days following the achievement of COD.

(h) Additional Provisions.

(i) The policy shall extend to cover materials and equipment in transit to the Project Site (whether by land, sea, or air) and materials and equipment stored at off-site fabrication yards, staging areas, and warehouses.

(ii) The policy shall extend to cover any existing structures, improvements, or property located on land owned by Redrock Mesa Ranch LP that may be affected by construction activities at the Project Site.

(iii) Loss adjustment under the builder's risk policy shall be conducted jointly with Tralvendo National Bank, N.A. as lender loss payee, in accordance with the provisions of the Credit Agreement. Insurance proceeds shall be applied as set forth in Section 5.2 of this Exhibit E and in the Credit Agreement.

(iv) The policy shall be endorsed to include Seller, Buyer, the EPC Contractor (Sunbelt Power Construction LLC), and all tiers of subcontractors as named insureds or additional insureds, as applicable.

2.2 Commercial General Liability (Construction Phase)

(a) Type of Coverage. Commercial general liability ("CGL") insurance, written on an occurrence form (ISO CG 00 01 or equivalent).

(b) Named Insurer. Ridgeway Casualty Group Inc.

(i) Five Million Dollars ($5,000,000) per occurrence for bodily injury and property damage combined;

(ii) Ten Million Dollars ($10,000,000) general aggregate (on a per-project basis);

(iii) Five Million Dollars ($5,000,000) products and completed operations aggregate;

(iv) Five Million Dollars ($5,000,000) personal and advertising injury per occurrence.

(d) Coverage. Bodily injury (including death), property damage, personal injury, and advertising injury arising out of or relating to the construction, testing, and commissioning of the Project at the Project Site, including but not limited to premises and operations liability, products and completed operations liability, contractual liability (including coverage for Seller's indemnification obligations under the Agreement), and broad form property damage liability.

(e) Additional Insured. Buyer (Meridian DataCore Solutions Inc.) and Tralvendo National Bank, N.A., as Administrative Agent, shall be named as additional insureds on a primary and non-contributory basis, using ISO Additional Insured Endorsement CG 20 10 (or equivalent) and CG 20 37 (or equivalent) for products and completed operations.

(f) Deductible / Self-Insured Retention. Not to exceed One Hundred Thousand Dollars ($100,000) per occurrence.

(g) Additional Terms. The policy shall include a waiver of subrogation in favor of Buyer and the Administrative Agent, a severability of interests clause, and shall not contain any sunset provision or limitation on the completed operations coverage period shorter than the applicable statute of repose under Texas law.

2.3 Umbrella / Excess Liability (Construction Phase)

(a) Type of Coverage. Umbrella or excess liability insurance, following form and excess of the commercial general liability, business automobile liability, and employer's liability coverages required under this Exhibit E.

(b) Limits of Liability. Not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and in the aggregate.

(c) Additional Insured. Buyer (Meridian DataCore Solutions Inc.) and Tralvendo National Bank, N.A., as Administrative Agent, shall be named as additional insureds. Coverage shall be primary and non-contributory with respect to claims arising out of or relating to the Agreement, the Project, or Seller's performance of its obligations under the Agreement.

(d) Drop-Down. The umbrella/excess liability policy shall provide that, in the event any underlying policy's aggregate limit is exhausted, the umbrella/excess policy shall drop down to serve as primary coverage for the balance of the claim.

2.4 Workers' Compensation and Employer's Liability

(a) Workers' Compensation. Statutory limits as required by the laws of the State of Texas, or, if Seller or EPC Contractor employs workers in other jurisdictions, statutory limits as required by the applicable jurisdiction of such workers. The policy shall include an "all states" endorsement and, if applicable, a voluntary compensation endorsement.

(b) Employer's Liability. Limits of liability as follows:

(i) One Million Dollars ($1,000,000) — each accident;

(ii) One Million Dollars ($1,000,000) — disease, policy limit; and

(iii) One Million Dollars ($1,000,000) — disease, each employee.

(c) Waiver of Subrogation. The workers' compensation and employer's liability policy shall include a waiver of subrogation in favor of Buyer and its affiliates.

(d) EPC Contractor and Subcontractor Obligations. Seller shall contractually require the EPC Contractor (Sunbelt Power Construction LLC) and all tiers of subcontractors performing work at the Project Site to maintain workers' compensation and employer's liability insurance with limits not less than those specified in this Section 2.4. Evidence of such coverage shall be provided to Seller prior to the commencement of work and shall be made available to Buyer upon request.

2.5 Automobile Liability (Construction Phase)

(a) Type of Coverage. Business automobile liability insurance covering all owned, hired, leased, rented, and non-owned vehicles used in connection with the construction of the Project.

(b) Limits of Liability. Two Million Dollars ($2,000,000) combined single limit per accident for bodily injury and property damage.

(c) Coverage. Bodily injury (including death) and property damage arising from the use, operation, maintenance, loading, and unloading of vehicles at or in transit to and from the Project Site, including coverage for motor carrier liability to the extent required by applicable federal and state regulations.

2.6 Professional Liability / Errors & Omissions

(a) Type of Coverage. Professional liability (errors and omissions) insurance, which may be written on a claims-made basis.

(b) Limits of Liability. Five Million Dollars ($5,000,000) per claim and Five Million Dollars ($5,000,000) in the annual aggregate.

(c) Coverage. Errors, omissions, and negligent acts in the performance of engineering, design, consulting, and other professional services relating to the Project, including but not limited to structural engineering, electrical engineering, civil engineering, and geotechnical services.

(d) Extended Reporting Period (Tail). If the policy is written on a claims-made basis, Seller shall procure or cause to be procured an extended reporting period ("tail") of not less than three (3) years following the achievement of COD. The retroactive date of the claims-made policy shall be no later than the date on which professional services in connection with the Project first commenced.

(e) EPC Contractor and Design Subcontractor Obligations. Seller shall contractually require Sunbelt Power Construction LLC and its design subcontractors (including the engineer of record) to maintain professional liability insurance with limits of not less than Five Million Dollars ($5,000,000) per claim and in the aggregate, on terms substantially similar to those set forth in this Section 2.6, with a tail period of not less than three (3) years following completion of the applicable services.

2.7 Pollution Liability (Construction Phase)

(a) Type of Coverage. Contractor's pollution liability insurance.

(b) Limits of Liability. Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate.

(c) Coverage. Bodily injury, property damage, and cleanup costs arising from pollution conditions caused by or resulting from construction activities at or in the vicinity of the Project Site, including the release, discharge, dispersal, migration, or escape of pollutants, contaminants, or hazardous substances into or upon land, the atmosphere, watercourses, or groundwater.

(d) Duration. From the commencement of construction activities through three (3) years after COD.

(e) Additional Terms. The policy may be written on either an occurrence or claims-made basis. If written on a claims-made basis, the policy shall include an extended reporting period of not less than three (3) years following the expiration of the policy period.

SECTION 3 — OPERATIONAL PERIOD INSURANCE REQUIREMENTS

The following insurance coverages shall be maintained by Seller from the Commercial Operation Date (expected COD: April 1, 2027) through the expiration of the Term of the Agreement (March 31, 2047), except where a longer or different period is expressly specified below.

3.1 Property / All-Risk Insurance

(a) Type of Coverage. All-risk property insurance, written on an occurrence basis.

(b) Named Insurer. Commonwealth Mutual Insurance Co., or a replacement insurer meeting the financial strength and licensing requirements of Section 1.2.

(c) Coverage Amount. Full replacement cost of the completed Facility, including, without limitation, all solar photovoltaic modules, string and central inverters, single-axis trackers and drive systems, racking and mounting structures, balance of system components (including combiner boxes, switchgear, transformers, wiring, and cable trays), the project substation, interconnection facilities and transmission equipment at the Ft. Stockton 345 kV Substation, access roads, perimeter fencing and security systems, monitoring and SCADA equipment, and all other permanent improvements constituting part of the Facility. The minimum insured value shall be not less than One Hundred Forty-Two Million Five Hundred Thousand Dollars ($142,500,000), which amount shall be adjusted periodically based on updated appraisals, replacement cost studies, or other commercially reasonable methods, as further described in Section 5.3.

(d) Covered Perils. All risks of direct physical loss or damage to the Facility, including, without limitation: fire; lightning; windstorm (including named storms and hurricanes); hail; flood (including rising water and storm surge); earthquake; equipment breakdown, including mechanical and electrical breakdown (also known as boiler and machinery coverage); theft; vandalism and malicious mischief; riot and civil commotion; smoke; explosion; aircraft impact; vehicle impact; and water damage. The policy shall not exclude damage resulting from defects in design, material, or workmanship of covered equipment (LEG 2/06 or LEG 3/06 coverage, or the substantial equivalent thereof).

(e) Sub-limits. The following minimum sub-limits shall apply:

(i) Flood: not less than Twenty-Five Million Dollars ($25,000,000) per occurrence;

(ii) Earthquake: not less than Twenty-Five Million Dollars ($25,000,000) per occurrence; and

(iii) Equipment breakdown (mechanical and electrical breakdown): not less than the full replacement cost of the Facility.

(f) Deductible. Not to exceed Two Hundred Fifty Thousand Dollars ($250,000) per occurrence for all perils, except:

(i) Windstorm (including named storm and hurricane): not to exceed two percent (2%) of total insured values per occurrence; and

(ii) Flood and earthquake: not to exceed two percent (2%) of total insured values per occurrence.

(g) Loss Payee. Tralvendo National Bank, N.A., as Administrative Agent for the lender group under the construction-to-term loan facility, shall be named as lender loss payee and mortgagee, as its interests may appear, for the duration of the construction-to-term loan facility or any successor or replacement financing.

(h) Valuation. All covered property shall be valued on a replacement cost basis, without deduction for depreciation, obsolescence, or wear and tear, consistent with the most recent independent appraisal or replacement cost study.

3.2 Business Interruption / Loss of Revenue Insurance

(a) Type of Coverage. Business interruption (loss of revenue) insurance, provided as an extension of, or a companion policy to, the all-risk property policy described in Section 3.1.

(b) Coverage Amount. Not less than eighteen (18) months of projected gross revenue from the Agreement. As of the date hereof, the estimated minimum coverage amount is Ten Million Five Hundred Thousand Dollars ($10,500,000), calculated as follows:

(i) Annual P50 net generation estimate of 350,000 MWh per year, as established by Heliograph Energy Consulting LLC in its independent energy production assessment;

(ii) Multiplied by the applicable contract price under the Agreement, initially Twenty Dollars ($20.00) per MWh, yielding estimated annual gross revenue of approximately Seven Million Dollars ($7,000,000) per year; and

(iii) Multiplied by the eighteen (18)-month indemnity period, yielding a minimum coverage amount of approximately Ten Million Five Hundred Thousand Dollars ($10,500,000).

The coverage amount shall be adjusted at each annual insurance renewal (and at any time the contract price is adjusted pursuant to the Agreement, including escalation at the rate of 1.50% per annum compounding from Year 6 of the Term) to reflect the then-current projected annual gross revenue for the applicable period.

(c) Indemnity Period. Not less than eighteen (18) months from the date of the physical loss or damage giving rise to the business interruption.

(d) Covered Perils. The business interruption policy or extension shall cover loss of revenue resulting from the same perils covered under the all-risk property policy (Section 3.1(d)), including equipment breakdown.

(e) Waiting Period / Deductible. The waiting period (time deductible) shall not exceed sixty (60) days from the date of the insured physical loss or damage.

(f) Revenue Calculation. For purposes of establishing and adjusting coverage amounts, revenue calculations shall be based on the Heliograph Energy Consulting LLC P50 production estimate (currently 350,000 MWh per year), as updated from time to time by any subsequent independent energy assessment, and the then-applicable contract price under the Agreement.

3.3 Commercial General Liability (Operational Phase)

(a) Type of Coverage. Commercial general liability ("CGL") insurance, written on an occurrence form (ISO CG 00 01 or equivalent).

(b) Named Insurer. Ridgeway Casualty Group Inc., or a replacement insurer meeting the financial strength and licensing requirements of Section 1.2.

(i) Two Million Dollars ($2,000,000) per occurrence for bodily injury and property damage combined;

(ii) Five Million Dollars ($5,000,000) general aggregate;

(iii) Two Million Dollars ($2,000,000) products and completed operations aggregate; and

(iv) Two Million Dollars ($2,000,000) personal and advertising injury per occurrence.

(d) Coverage. Bodily injury (including death) and property damage arising out of or relating to the ownership, operation, maintenance, and management of the Facility, including premises and operations liability, products and completed operations liability, contractual liability (including coverage for Seller's indemnification obligations under the Agreement), and broad form property damage liability.

(e) Additional Insured. Buyer (Meridian DataCore Solutions Inc.), Tralvendo National Bank, N.A. (as Administrative Agent), and Redrock Mesa Ranch LP (as ground lessor) shall each be named as additional insureds on a primary and non-contributory basis.

(f) Deductible / Self-Insured Retention. Not to exceed Fifty Thousand Dollars ($50,000) per occurrence.

3.4 Umbrella / Excess Liability (Operational Phase)

(b) Limits of Liability. Not less than Fifteen Million Dollars ($15,000,000) per occurrence and in the aggregate.

(c) Additional Insured. Buyer (Meridian DataCore Solutions Inc.) and Tralvendo National Bank, N.A., as Administrative Agent, shall be named as additional insureds.

3.5 Workers' Compensation and Employer's Liability (Operational Phase)

Seller shall maintain, and shall require its operations and maintenance contractor(s) and subcontractors performing work at the Project Site to maintain, workers' compensation and employer's liability insurance on the same terms and with the same limits of liability as set forth in Section 2.4 above. The workers' compensation policy shall provide statutory limits as required by the laws of the State of Texas, together with employer's liability coverage with limits of One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) disease — policy limit, and One Million Dollars ($1,000,000) disease — each employee. All such policies shall include a waiver of subrogation in favor of Buyer.

3.6 Automobile Liability (Operational Phase)

(a) Type of Coverage. Business automobile liability insurance covering all owned, hired, leased, rented, and non-owned vehicles used in connection with the operation and maintenance of the Facility.

(b) Limits of Liability. One Million Dollars ($1,000,000) combined single limit per accident for bodily injury and property damage.

3.7 Environmental / Pollution Liability (Operational Phase)

(a) Type of Coverage. Site-specific pollution liability insurance, if applicable based on the environmental conditions at the Project Site, including the presence, use, storage, or transportation of hazardous materials at or near the Facility.

(b) Limits of Liability. Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate.

(c) Coverage. Bodily injury, property damage, natural resource damage, and cleanup and remediation costs arising from pollution conditions at, on, under, migrating from, or migrating to the Project Site during the operational phase.

(d) Duration. Continuous during the Term of the Agreement. The policy may be provided on a claims-made basis, provided that upon expiration or termination of the Agreement, Seller shall procure or cause to be procured an extended reporting period (tail) of not less than three (3) years following the expiration or termination of the Agreement.

SECTION 4 — EPC CONTRACTOR AND SUBCONTRACTOR INSURANCE REQUIREMENTS

4.1 EPC Contractor (Sunbelt Power Construction LLC)

Seller shall, pursuant to the Engineering, Procurement and Construction Agreement with Sunbelt Power Construction LLC, contractually require the EPC Contractor to procure and maintain the following minimum insurance coverages at the EPC Contractor's sole cost and expense during the construction period (from NTP through final completion under the EPC Agreement):

(a) Commercial General Liability: Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) general aggregate, on an occurrence form, including premises and operations, products and completed operations, contractual liability, and broad form property damage.

(b) Umbrella / Excess Liability: Twenty-Five Million Dollars ($25,000,000) per occurrence and in the aggregate, following form over CGL, auto liability, and employer's liability.

(c) Workers' Compensation: Statutory limits as required by the State of Texas (and other applicable jurisdictions); Employer's Liability of One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) disease — policy limit, and One Million Dollars ($1,000,000) disease — each employee.

(d) Automobile Liability: Two Million Dollars ($2,000,000) combined single limit per accident, covering owned, hired, and non-owned vehicles.

(e) Professional Liability (for design responsibility): Five Million Dollars ($5,000,000) per claim and in the aggregate, on a claims-made basis, with a tail period of not less than three (3) years following completion of the EPC Contractor's services.

(f) Contractor's Pollution Liability: Five Million Dollars ($5,000,000) per occurrence and in the aggregate.

Seller and Buyer (Meridian DataCore Solutions Inc.) shall be named as additional insureds on the EPC Contractor's commercial general liability and umbrella/excess liability policies, on a primary and non-contributory basis. Tralvendo National Bank, N.A., as Administrative Agent, shall also be named as an additional insured on the EPC Contractor's commercial general liability and umbrella/excess liability policies. All of the EPC Contractor's policies described in this Section 4.1 shall include waivers of subrogation in favor of Seller and Buyer, and all certificates of insurance shall be delivered to Seller and Buyer prior to the commencement of work at the Project Site.

4.2 Subcontractor Requirements

Seller shall contractually require all subcontractors performing work at the Project Site during the construction phase, and all operations and maintenance ("O&M") contractors and subcontractors performing work at the Facility during the operational phase, to procure and maintain insurance coverages appropriate to the scope, nature, and risk profile of their respective work. Such coverages shall include, at a minimum, commercial general liability, workers' compensation and employer's liability, and automobile liability insurance, with limits acceptable to Seller and consistent with industry standards for utility-scale solar photovoltaic projects of comparable size (150 MWac or greater). Seller shall use commercially reasonable efforts to require all subcontractors to name Seller and Buyer as additional insureds on their liability policies and to include waivers of subrogation in favor of Seller and Buyer. Seller shall maintain records of all subcontractor insurance certificates and shall make such records available to Buyer upon reasonable request.

SECTION 5 — SPECIAL PROVISIONS

5.1 Interaction with Availability Guarantee

For the avoidance of doubt, periods during which the Facility is unavailable for the generation and delivery of energy due to an insured physical loss or damage event shall be treated in accordance with the force majeure provisions (Article [●]) and the availability guarantee provisions (Article [●]) of the Agreement, as applicable. The existence of insurance coverage for such events, or the receipt of insurance proceeds by Seller, shall not reduce or offset any availability liquidated damages owed by Seller to Buyer under the Agreement, except to the extent expressly provided in the Agreement. Nothing in this Exhibit E shall be construed to create an obligation on Buyer to look to insurance proceeds as a sole or primary source of recovery for any breach of Seller's obligations under the Agreement.

5.2 Application of Insurance Proceeds

Property insurance proceeds and business interruption insurance proceeds received by Seller (or by the Administrative Agent on behalf of Seller) shall be applied in accordance with the provisions of the Credit Agreement governing the construction-to-term loan facility with Tralvendo National Bank, N.A. (the $108,000,000 facility), including any requirements for the deposit of proceeds into a loss proceeds account and the release of proceeds for repair or replacement of the Facility upon satisfaction of specified conditions. Insurance proceeds in excess of the outstanding principal and accrued interest on the construction-to-term loan facility shall be used for the repair, restoration, or replacement of the damaged portions of the Facility, unless the Parties agree otherwise in writing.

In the event of a total loss or constructive total loss of the Facility, insurance proceeds shall be applied first to satisfy in full the outstanding indebtedness (including principal, accrued interest, fees, and any other amounts owing) to the lender group under the Credit Agreement, and thereafter as provided in the Agreement, including, without limitation, any Termination Payment obligations of Seller to Buyer and any obligations to restore the Project Site in accordance with the Ground Lease Agreement with Redrock Mesa Ranch LP.

5.3 Annual Insurance Review

(a) Seller shall, on or about each anniversary of COD (or more frequently if required by the Credit Agreement or if circumstances warrant), conduct a comprehensive review of all insurance coverages maintained under this Exhibit E with its insurance broker (Fieldstone Risk Advisors LLC, or any successor broker). Such review shall evaluate the adequacy of coverage limits, deductible amounts, covered perils, and policy terms and conditions in light of the current replacement cost of the Facility, changes in the risk profile of the Project, developments in the insurance market, and any changes in Applicable Law.

(b) Seller shall provide Buyer with updated certificates of insurance, reflecting all renewals, endorsements, and changes in coverage, within thirty (30) days of each annual renewal date.

(c) Buyer may, not more than once per calendar year, request that Seller obtain an independent insurance adequacy review from a qualified insurance consultant or risk management firm. The costs of such independent review shall be borne by Buyer; provided, however, that if the independent review identifies material deficiencies in Seller's insurance program (i.e., coverages that fail to comply with the requirements of this Exhibit E or that are materially inadequate in light of industry standards for comparable solar photovoltaic projects), the costs of such review shall be borne by Seller, and Seller shall cure any identified deficiencies within sixty (60) days of receipt of the review report.

(d) Coverage amounts under Section 3.1 (Property / All-Risk Insurance) shall be reviewed and adjusted not less frequently than every three (3) years to reflect the then-current replacement cost values of the Facility, based on an updated independent appraisal, replacement cost study, or other commercially reasonable methodology. If the updated replacement cost exceeds the then-current insured value, Seller shall increase coverage limits to not less than the updated replacement cost within sixty (60) days.

5.4 Failure to Maintain Insurance

Failure by Seller to procure or maintain in full force and effect any of the insurance coverages required by this Exhibit E shall constitute a Seller Event of Default under the Agreement, subject to a cure period of thirty (30) days following written notice from Buyer specifying the nature of the deficiency. During such cure period, Seller shall use all commercially reasonable efforts to restore the required coverage.

If Seller fails to cure such deficiency within the thirty (30)-day cure period, Buyer may, but shall not be obligated to, procure the required insurance coverage on Seller's behalf, and Seller shall reimburse Buyer for all costs, expenses, and premiums incurred by Buyer in procuring such coverage within fifteen (15) Business Days of receipt of an invoice therefor. Any such procurement by Buyer shall not relieve Seller of its obligation to maintain insurance as required by this Exhibit E, and shall not be deemed a waiver by Buyer of any rights or remedies under the Agreement, including the right to declare a Seller Event of Default.

5.5 No Limitation on Liability

The insurance requirements set forth in this Exhibit E shall in no way limit, reduce, or otherwise affect Seller's liability or obligations under the Agreement, including, without limitation:

(a) Seller's indemnification obligations under Article [●] of the Agreement;

(b) Seller's obligation to pay availability liquidated damages under Section [●] of the Agreement;

(d) Seller's obligation to comply with all other terms, conditions, representations, warranties, and covenants of the Agreement.

The maintenance of insurance in compliance with this Exhibit E shall not relieve Seller from compliance with any other provision of the Agreement, nor shall it create any obligation on the part of Buyer to accept or rely upon insurance proceeds in lieu of performance by Seller. Insurance coverage shall be supplemental to, and not a substitute for, Seller's obligations under the Agreement.

SECTION 6 — SUMMARY TABLE OF REQUIRED COVERAGES

The following table provides a summary of the minimum insurance coverages required under this Exhibit E. In the event of any conflict between this summary table and the detailed provisions set forth in Sections 2 through 5 above, the detailed provisions shall control.

Notes: "TBD" indicates that the insurer has not been specified as of the date of the Agreement but must meet the qualifications set forth in Section 1.2. "Buyer" refers to Meridian DataCore Solutions Inc. "TIV" means total insured values. All limits and amounts are subject to adjustment as provided in the applicable sections of this Exhibit E.

ACKNOWLEDGMENT AND INCORPORATION

This Exhibit E — Insurance Requirements is incorporated into and forms an integral part of the Power Purchase Agreement dated as of [●], 2025, by and between Saguaro Flats Solar LLC, as Seller, and Meridian DataCore Solutions Inc., as Buyer. The terms and conditions set forth in this Exhibit E are binding upon the Parties as of the date of the Agreement, subject to the terms and conditions of the Agreement. No separate execution of this Exhibit E is required; this Exhibit E has been executed and delivered as part of the Agreement.

In the event of any conflict or inconsistency between the provisions of this Exhibit E and the main body of the Agreement, the provisions of the Agreement shall govern and control, except to the extent that this Exhibit E imposes more specific or more stringent insurance requirements, in which case the provisions of this Exhibit E shall control with respect to insurance matters.

[No separate signature page — this Exhibit E is executed as part of the Agreement]

CONFIDENTIAL — This document contains confidential commercial information of the Parties and is subject to the confidentiality provisions of the Agreement.

Coverage Type	Phase	Minimum Limit	Deductible / SIR	Named Insurer	Additional Insured / Loss Payee	Basis
Builder's Risk / Course of Construction	Construction	$142,500,000 (full replacement cost)	$250,000 per occ. (windstorm: $500,000; flood/EQ: $500,000)	Commonwealth Mutual Insurance Co.	Tralvendo National Bank, N.A. (lender loss payee)	Occurrence
Commercial General Liability (Construction)	Construction	$5,000,000 per occ. / $10,000,000 agg.	$100,000 per occ.	Ridgeway Casualty Group Inc.	Buyer; Tralvendo National Bank, N.A.	Occurrence
Umbrella / Excess Liability (Construction)	Construction	$25,000,000 per occ. and agg.	Per underlying policies	TBD	Buyer; Tralvendo National Bank, N.A.	Occurrence
Workers' Compensation / Employer's Liability	Both	Statutory / $1,000,000 each	N/A	TBD	N/A (waiver of subrogation in favor of Buyer)	Statutory
Automobile Liability (Construction)	Construction	$2,000,000 CSL per accident	Per policy terms	TBD	N/A	Occurrence
Professional Liability / E&O	Construction + 3-yr. tail	$5,000,000 per claim and agg.	Per policy terms	TBD	N/A	Claims-Made
Contractor's Pollution Liability (Construction)	Construction + 3-yr. tail	$5,000,000 per occ. and agg.	Per policy terms	TBD	N/A	Per policy terms
Property / All-Risk (Operations)	Operations	$142,500,000 (adjusted periodically)	$250,000 per occ. (windstorm: 2% TIV; flood/EQ: 2% TIV)	Commonwealth Mutual Insurance Co.	Tralvendo National Bank, N.A. (lender loss payee); Buyer	Occurrence
Business Interruption / Loss of Revenue	Operations	$10,500,000 (18 months projected gross revenue)	60-day waiting period	Commonwealth Mutual Insurance Co.	Tralvendo National Bank, N.A.	Occurrence
Commercial General Liability (Operations)	Operations	$2,000,000 per occ. / $5,000,000 agg.	$50,000 per occ.	Ridgeway Casualty Group Inc.	Buyer; Tralvendo National Bank, N.A.; Redrock Mesa Ranch LP	Occurrence
Umbrella / Excess Liability (Operations)	Operations	$15,000,000 per occ. and agg.	Per underlying policies	TBD	Buyer; Tralvendo National Bank, N.A.	Occurrence
Automobile Liability (Operations)	Operations	$1,000,000 CSL per accident	Per policy terms	TBD	N/A	Occurrence
Environmental / Pollution Liability (Operations)	Operations	$5,000,000 per occ. and agg.	Per policy terms	TBD	N/A	Claims-Made

EXHIBIT E
INSURANCE REQUIREMENTS
This Exhibit E (these "Insurance Requirements") is attached to and forms an integral part of that certain Power Purchase Agreement dated as of [●], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Agreement"), by and between:
Saguaro Flats Solar LLC, a Delaware limited liability company ("Seller"), and
Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer").
Capitalized terms used but not otherwise defined in this Exhibit E shall have the meanings ascribed to them in the Agreement.
Project Description: The Saguaro Flats Solar Project is a 150 MWac / 195 MWdc ground-mounted single-axis tracking solar photovoltaic generating facility, to be constructed on approximately 1,400 acres of leased land located on FM Road 1776, approximately 12 miles southeast of Fort Stockton, Pecos County, Texas 79735 (the "Project" or the "Facility").
Interconnection Point: Ft. Stockton 345 kV Substation, Pecos County, Texas.
EPC Contractor: Sunbelt Power Construction LLC ("EPC Contractor").
Insurance Broker: Fieldstone Risk Advisors LLC, Houston, Texas.
SECTION 1 — GENERAL INSURANCE REQUIREMENTS
1.1 Obligation to Maintain Insurance
Seller shall procure and maintain, or cause to be procured and maintained, at Seller's sole cost and expense, the insurance coverages set forth in this Exhibit E at all times during the Term of the Agreement. Such coverages shall be in full force and effect no later than the earlier of (a) the date on which any construction activities (including, without limitation, site clearing, grading, access road construction, or delivery of materials or equipment) commence at the Project Site, or (b) the date on which the Notice to Proceed ("NTP") is issued to Sunbelt Power Construction LLC under the Engineering, Procurement and Construction Agreement (the target NTP date being October 15, 2025). All coverages described herein shall remain continuously in force through the expiration of the Term of the Agreement, which is twenty (20) years from the Commercial Operation Date ("COD"), projected to extend through March 31, 2047, and shall not lapse, be cancelled, or be materially reduced without compliance with the notice provisions set forth in Section 1.5 below.
Seller acknowledges and agrees that the obligation to maintain the insurance coverages set forth in this Exhibit E is a material obligation under the Agreement, and that Buyer has relied upon Seller's commitment to maintain such coverages in entering into the Agreement. Seller shall bear all premiums, assessments, deductibles, self-insured retentions, and other costs associated with the procurement and maintenance of such insurance.
1.2 Qualified Insurers
All insurance required under this Exhibit E shall be placed with insurance companies that are (a) licensed or authorized to transact the applicable lines of insurance in the State of Texas, and (b) maintain, at the time of policy placement and at all times during the policy period, a financial strength rating of at least "A-" (Excellent) and a financial size category of at least "VII," in each case as rated by A.M. Best Company, Inc. or another nationally recognized insurance rating agency reasonably acceptable to Buyer.
As of the date of the Agreement, the following insurers have been approved by Buyer and meet the foregoing financial strength and licensing requirements:
(a) Commonwealth Mutual Insurance Co. — builder's risk, property / all-risk, and business interruption coverages; and
(b) Ridgeway Casualty Group Inc. — commercial general liability coverages.
If at any time during the Term an insurer providing coverage under this Exhibit E is downgraded below the minimum financial strength rating or financial size category specified above, Seller shall, within sixty (60) days of such downgrade (or such shorter period as may be commercially reasonable under the circumstances), replace such insurer with a qualified insurer meeting the requirements of this Section 1.2 and shall promptly deliver to Buyer certificates of insurance reflecting such replacement coverage. Seller shall promptly notify Buyer in writing of any downgrade of an insurer providing coverage hereunder.
1.3 Insurance Broker
Seller's insurance broker of record for the procurement and maintenance of the coverages required under this Exhibit E is Fieldstone Risk Advisors LLC, with offices located in Houston, Texas. Seller shall notify Buyer in writing within thirty (30) days of any change in Seller's insurance broker, and such notice shall include the name, address, and contact information for the replacement broker, together with confirmation that the replacement broker has the experience and capability to manage the insurance program for a utility-scale solar photovoltaic project of the size and complexity of the Facility.
1.4 Additional Insured / Loss Payee
(a) Buyer as Additional Insured. Buyer (Meridian DataCore Solutions Inc.) and its parent, subsidiary, and affiliated entities, and their respective directors, officers, employees, agents, and representatives, shall be named as additional insureds on all liability insurance policies required under this Exhibit E (including, without limitation, commercial general liability, umbrella/excess liability, and automobile liability policies), on a primary and non-contributory basis with respect to claims arising out of or relating to the Agreement, the Project, or Seller's performance of its obligations under the Agreement.
(b) Lender as Loss Payee and Mortgagee. Tralvendo National Bank, N.A., in its capacity as Administrative Agent for the lender group under the construction-to-term loan facility (in the aggregate principal amount of $108,000,000) (the "Administrative Agent"), shall be named as lender loss payee and mortgagee, as its interests may appear, on all property insurance and builder's risk insurance policies required under this Exhibit E, in each case as required by, and in a manner consistent with, the terms and conditions of the credit agreement and related loan documents governing such facility (collectively, the "Credit Agreement"). The lender loss payee endorsement shall be in a form reasonably satisfactory to the Administrative Agent and shall provide that no act or omission of Seller shall invalidate or impair the interest of the Administrative Agent in such insurance.
(c) Ground Lessor as Additional Insured. Redrock Mesa Ranch LP, as the ground lessor under the Ground Lease Agreement with Seller covering the Project Site, shall be named as an additional insured on all commercial general liability policies required under this Exhibit E, to the extent required by the Ground Lease Agreement.
1.5 Policy Terms and Conditions
All insurance policies required under this Exhibit E shall comply with the following terms and conditions:
(a) Occurrence Basis. All policies shall be written on an "occurrence" basis, except that professional liability / errors and omissions insurance and, where noted, pollution liability insurance may be written on a "claims-made" basis, provided that any claims-made policy shall include an extended reporting period (tail coverage) of not less than three (3) years following the expiration or termination of the applicable policy period or the applicable phase of the Project, as further specified herein.
(b) Waiver of Subrogation. All policies shall contain, or shall be endorsed to include, a waiver of the insurer's right of subrogation against Buyer and its affiliates, and their respective directors, officers, employees, agents, and representatives, and against the Administrative Agent. Such waiver shall apply whether the loss or damage is caused in whole or in part by the negligence or other acts or omissions of the parties in whose favor subrogation is waived.
(c) Notice of Cancellation or Material Change. All policies shall provide, by endorsement or otherwise, that they may not be cancelled, non-renewed, or materially modified (including any reduction of coverage limits, increase in deductibles or self-insured retentions, or elimination of any coverage) without at least thirty (30) days' prior written notice to Buyer and the Administrative Agent (Tralvendo National Bank, N.A.), except that in the case of cancellation for non-payment of premium, at least ten (10) days' prior written notice shall be provided. For purposes of this Section, "material modification" shall include any change that reduces the scope or limits of coverage, adds exclusions not previously applicable, or otherwise impairs the protection afforded to the additional insured parties or loss payees.
(d) Deductibles and Self-Insured Retentions. All deductibles and self-insured retentions applicable to the policies required under this Exhibit E are the sole financial responsibility of Seller, and Seller shall not seek reimbursement from Buyer or any other additional insured party for any amounts paid as deductibles or self-insured retentions. Deductibles and self-insured retentions shall not exceed the amounts specified in this Exhibit E for each coverage type.
(e) Primary and Non-Contributory. All liability insurance policies on which Buyer is named as an additional insured shall be primary to, and non-contributory with, any insurance or self-insurance maintained by Buyer, and shall so provide by endorsement. Seller's insurers shall not seek contribution from Buyer's insurance for any claim covered under Seller's policies.
(f) Severability of Interests. All liability insurance policies shall include a severability of interests or cross-liability clause, providing that the insurance applies separately to each insured against whom a claim is made, except with respect to the aggregate limits of the policy.
(g) No Limitation by Other Insurance. The coverage required under this Exhibit E shall not be limited by any other insurance carried by Seller, Buyer, or any other party.
1.6 Evidence of Insurance
Seller shall deliver to Buyer, and to the Administrative Agent, certificates of insurance (on ACORD 28 and/or ACORD 25 forms, as applicable, or such other form as Buyer may reasonably approve) evidencing all insurance coverages required under this Exhibit E no later than ten (10) Business Days prior to the NTP date, and annually thereafter on or before each anniversary of COD (or, during the construction period, on each anniversary of the NTP date). Each certificate of insurance shall:
(a) identify the Agreement by title, date, and the parties thereto;
(b) identify the Project by name and location;
(c) identify all additional insured parties and loss payee/mortgagee parties, as applicable;
(d) set forth the policy number, insurer name, policy period, limits of liability, and deductible/self-insured retention amounts for each coverage;
(e) confirm that the policies include a waiver of subrogation in favor of Buyer and the Administrative Agent; and
(f) confirm the notice of cancellation/material change provisions required by Section 1.5(c).
Upon reasonable request by Buyer, Seller shall provide Buyer with certified copies of all insurance policies (including all endorsements, schedules, and declarations pages) required under this Exhibit E within fifteen (15) Business Days of such request.
SECTION 2 — CONSTRUCTION PERIOD INSURANCE REQUIREMENTS
The following insurance coverages shall be maintained by Seller from the commencement of construction activities at the Project Site (or, if earlier, the date of NTP issuance to Sunbelt Power Construction LLC, target date: October 15, 2025) through the Commercial Operation Date (expected COD: April 1, 2027), except where a longer period is expressly specified below.
2.1 Builder's Risk Insurance
(a) Type of Coverage. Builder's risk / course of construction insurance, written on an all-risk basis.
(b) Named Insurer. Commonwealth Mutual Insurance Co.
(c) Coverage Amount. Not less than the full replacement cost of the Project under construction, including all materials, equipment, supplies, and components (whether on-site, in transit, or stored at any off-site location), with a minimum limit equal to the EPC contract value of One Hundred Forty-Two Million Five Hundred Thousand Dollars ($142,500,000).
(d) Covered Perils. All risks of direct physical loss or damage to the Project and its component parts during the course of construction, including, without limitation: fire; lightning; windstorm (including named storms and hurricanes); hail; flood (including named storm surge and rising water); earthquake; theft; vandalism and malicious mischief; collapse; damage during transit (by land, sea, or air); damage during testing and commissioning; explosion; smoke; aircraft impact; vehicle impact; and water damage. The policy shall not contain exclusions for defective design, defective materials, or defective workmanship (LEG 2/06 or LEG 3/06 coverage, or the substantial equivalent thereof, shall be included).
(e) Delay in Start-Up / Soft Costs Sub-limit. The builder's risk policy shall include a delay in start-up (DSU) or soft costs extension providing coverage for additional interest expense incurred on the construction-to-term loan facility, extended overhead and general conditions costs, additional professional fees, and other consequential financial losses arising from covered physical damage that delays the achievement of COD, with a sub-limit of not less than Ten Million Dollars ($10,000,000). The indemnity period under the DSU extension shall be not less than twelve (12) months.
(f) Deductible. Not to exceed Two Hundred Fifty Thousand Dollars ($250,000) per occurrence for all perils, except:
(i) Named windstorm (including hurricane): not to exceed Five Hundred Thousand Dollars ($500,000) per occurrence; and
(ii) Flood and earthquake: not to exceed Five Hundred Thousand Dollars ($500,000) per occurrence.
(g) Duration. From the date of NTP (target October 15, 2025) through COD (expected April 1, 2027), plus a testing and commissioning period of sixty (60) days following the achievement of COD.
(h) Additional Provisions.
(i) The policy shall extend to cover materials and equipment in transit to the Project Site (whether by land, sea, or air) and materials and equipment stored at off-site fabrication yards, staging areas, and warehouses.
(ii) The policy shall extend to cover any existing structures, improvements, or property located on land owned by Redrock Mesa Ranch LP that may be affected by construction activities at the Project Site.
(iii) Loss adjustment under the builder's risk policy shall be conducted jointly with Tralvendo National Bank, N.A. as lender loss payee, in accordance with the provisions of the Credit Agreement. Insurance proceeds shall be applied as set forth in Section 5.2 of this Exhibit E and in the Credit Agreement.
(iv) The policy shall be endorsed to include Seller, Buyer, the EPC Contractor (Sunbelt Power Construction LLC), and all tiers of subcontractors as named insureds or additional insureds, as applicable.
2.2 Commercial General Liability (Construction Phase)
(a) Type of Coverage. Commercial general liability ("CGL") insurance, written on an occurrence form (ISO CG 00 01 or equivalent).
(b) Named Insurer. Ridgeway Casualty Group Inc.
(c) Limits of Liability.
(i) Five Million Dollars ($5,000,000) per occurrence for bodily injury and property damage combined;
(ii) Ten Million Dollars ($10,000,000) general aggregate (on a per-project basis);
(iii) Five Million Dollars ($5,000,000) products and completed operations aggregate;
(iv) Five Million Dollars ($5,000,000) personal and advertising injury per occurrence.
(d) Coverage. Bodily injury (including death), property damage, personal injury, and advertising injury arising out of or relating to the construction, testing, and commissioning of the Project at the Project Site, including but not limited to premises and operations liability, products and completed operations liability, contractual liability (including coverage for Seller's indemnification obligations under the Agreement), and broad form property damage liability.
(e) Additional Insured. Buyer (Meridian DataCore Solutions Inc.) and Tralvendo National Bank, N.A., as Administrative Agent, shall be named as additional insureds on a primary and non-contributory basis, using ISO Additional Insured Endorsement CG 20 10 (or equivalent) and CG 20 37 (or equivalent) for products and completed operations.
(f) Deductible / Self-Insured Retention. Not to exceed One Hundred Thousand Dollars ($100,000) per occurrence.
(g) Additional Terms. The policy shall include a waiver of subrogation in favor of Buyer and the Administrative Agent, a severability of interests clause, and shall not contain any sunset provision or limitation on the completed operations coverage period shorter than the applicable statute of repose under Texas law.
2.3 Umbrella / Excess Liability (Construction Phase)
(a) Type of Coverage. Umbrella or excess liability insurance, following form and excess of the commercial general liability, business automobile liability, and employer's liability coverages required under this Exhibit E.
(b) Limits of Liability. Not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and in the aggregate.
(c) Additional Insured. Buyer (Meridian DataCore Solutions Inc.) and Tralvendo National Bank, N.A., as Administrative Agent, shall be named as additional insureds. Coverage shall be primary and non-contributory with respect to claims arising out of or relating to the Agreement, the Project, or Seller's performance of its obligations under the Agreement.
(d) Drop-Down. The umbrella/excess liability policy shall provide that, in the event any underlying policy's aggregate limit is exhausted, the umbrella/excess policy shall drop down to serve as primary coverage for the balance of the claim.
2.4 Workers' Compensation and Employer's Liability
(a) Workers' Compensation. Statutory limits as required by the laws of the State of Texas, or, if Seller or EPC Contractor employs workers in other jurisdictions, statutory limits as required by the applicable jurisdiction of such workers. The policy shall include an "all states" endorsement and, if applicable, a voluntary compensation endorsement.
(b) Employer's Liability. Limits of liability as follows:
(i) One Million Dollars ($1,000,000) — each accident;
(ii) One Million Dollars ($1,000,000) — disease, policy limit; and
(iii) One Million Dollars ($1,000,000) — disease, each employee.
(c) Waiver of Subrogation. The workers' compensation and employer's liability policy shall include a waiver of subrogation in favor of Buyer and its affiliates.
(d) EPC Contractor and Subcontractor Obligations. Seller shall contractually require the EPC Contractor (Sunbelt Power Construction LLC) and all tiers of subcontractors performing work at the Project Site to maintain workers' compensation and employer's liability insurance with limits not less than those specified in this Section 2.4. Evidence of such coverage shall be provided to Seller prior to the commencement of work and shall be made available to Buyer upon request.
2.5 Automobile Liability (Construction Phase)
(a) Type of Coverage. Business automobile liability insurance covering all owned, hired, leased, rented, and non-owned vehicles used in connection with the construction of the Project.
(b) Limits of Liability. Two Million Dollars ($2,000,000) combined single limit per accident for bodily injury and property damage.
(c) Coverage. Bodily injury (including death) and property damage arising from the use, operation, maintenance, loading, and unloading of vehicles at or in transit to and from the Project Site, including coverage for motor carrier liability to the extent required by applicable federal and state regulations.
2.6 Professional Liability / Errors & Omissions
(a) Type of Coverage. Professional liability (errors and omissions) insurance, which may be written on a claims-made basis.
(b) Limits of Liability. Five Million Dollars ($5,000,000) per claim and Five Million Dollars ($5,000,000) in the annual aggregate.
(c) Coverage. Errors, omissions, and negligent acts in the performance of engineering, design, consulting, and other professional services relating to the Project, including but not limited to structural engineering, electrical engineering, civil engineering, and geotechnical services.
(d) Extended Reporting Period (Tail). If the policy is written on a claims-made basis, Seller shall procure or cause to be procured an extended reporting period ("tail") of not less than three (3) years following the achievement of COD. The retroactive date of the claims-made policy shall be no later than the date on which professional services in connection with the Project first commenced.
(e) EPC Contractor and Design Subcontractor Obligations. Seller shall contractually require Sunbelt Power Construction LLC and its design subcontractors (including the engineer of record) to maintain professional liability insurance with limits of not less than Five Million Dollars ($5,000,000) per claim and in the aggregate, on terms substantially similar to those set forth in this Section 2.6, with a tail period of not less than three (3) years following completion of the applicable services.
2.7 Pollution Liability (Construction Phase)
(a) Type of Coverage. Contractor's pollution liability insurance.
(b) Limits of Liability. Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate.
(c) Coverage. Bodily injury, property damage, and cleanup costs arising from pollution conditions caused by or resulting from construction activities at or in the vicinity of the Project Site, including the release, discharge, dispersal, migration, or escape of pollutants, contaminants, or hazardous substances into or upon land, the atmosphere, watercourses, or groundwater.
(d) Duration. From the commencement of construction activities through three (3) years after COD.
(e) Additional Terms. The policy may be written on either an occurrence or claims-made basis. If written on a claims-made basis, the policy shall include an extended reporting period of not less than three (3) years following the expiration of the policy period.
SECTION 3 — OPERATIONAL PERIOD INSURANCE REQUIREMENTS
The following insurance coverages shall be maintained by Seller from the Commercial Operation Date (expected COD: April 1, 2027) through the expiration of the Term of the Agreement (March 31, 2047), except where a longer or different period is expressly specified below.
3.1 Property / All-Risk Insurance
(a) Type of Coverage. All-risk property insurance, written on an occurrence basis.
(b) Named Insurer. Commonwealth Mutual Insurance Co., or a replacement insurer meeting the financial strength and licensing requirements of Section 1.2.
(c) Coverage Amount. Full replacement cost of the completed Facility, including, without limitation, all solar photovoltaic modules, string and central inverters, single-axis trackers and drive systems, racking and mounting structures, balance of system components (including combiner boxes, switchgear, transformers, wiring, and cable trays), the project substation, interconnection facilities and transmission equipment at the Ft. Stockton 345 kV Substation, access roads, perimeter fencing and security systems, monitoring and SCADA equipment, and all other permanent improvements constituting part of the Facility. The minimum insured value shall be not less than One Hundred Forty-Two Million Five Hundred Thousand Dollars ($142,500,000), which amount shall be adjusted periodically based on updated appraisals, replacement cost studies, or other commercially reasonable methods, as further described in Section 5.3.
(d) Covered Perils. All risks of direct physical loss or damage to the Facility, including, without limitation: fire; lightning; windstorm (including named storms and hurricanes); hail; flood (including rising water and storm surge); earthquake; equipment breakdown, including mechanical and electrical breakdown (also known as boiler and machinery coverage); theft; vandalism and malicious mischief; riot and civil commotion; smoke; explosion; aircraft impact; vehicle impact; and water damage. The policy shall not exclude damage resulting from defects in design, material, or workmanship of covered equipment (LEG 2/06 or LEG 3/06 coverage, or the substantial equivalent thereof).
(e) Sub-limits. The following minimum sub-limits shall apply:
(i) Flood: not less than Twenty-Five Million Dollars ($25,000,000) per occurrence;
(ii) Earthquake: not less than Twenty-Five Million Dollars ($25,000,000) per occurrence; and
(iii) Equipment breakdown (mechanical and electrical breakdown): not less than the full replacement cost of the Facility.
(f) Deductible. Not to exceed Two Hundred Fifty Thousand Dollars ($250,000) per occurrence for all perils, except:
(i) Windstorm (including named storm and hurricane): not to exceed two percent (2%) of total insured values per occurrence; and
(ii) Flood and earthquake: not to exceed two percent (2%) of total insured values per occurrence.
(g) Loss Payee. Tralvendo National Bank, N.A., as Administrative Agent for the lender group under the construction-to-term loan facility, shall be named as lender loss payee and mortgagee, as its interests may appear, for the duration of the construction-to-term loan facility or any successor or replacement financing.
(h) Valuation. All covered property shall be valued on a replacement cost basis, without deduction for depreciation, obsolescence, or wear and tear, consistent with the most recent independent appraisal or replacement cost study.
3.2 Business Interruption / Loss of Revenue Insurance
(a) Type of Coverage. Business interruption (loss of revenue) insurance, provided as an extension of, or a companion policy to, the all-risk property policy described in Section 3.1.
(b) Coverage Amount. Not less than eighteen (18) months of projected gross revenue from the Agreement. As of the date hereof, the estimated minimum coverage amount is Ten Million Five Hundred Thousand Dollars ($10,500,000), calculated as follows:
(i) Annual P50 net generation estimate of 350,000 MWh per year, as established by Heliograph Energy Consulting LLC in its independent energy production assessment;
(ii) Multiplied by the applicable contract price under the Agreement, initially Twenty Dollars ($20.00) per MWh, yielding estimated annual gross revenue of approximately Seven Million Dollars ($7,000,000) per year; and
(iii) Multiplied by the eighteen (18)-month indemnity period, yielding a minimum coverage amount of approximately Ten Million Five Hundred Thousand Dollars ($10,500,000).
The coverage amount shall be adjusted at each annual insurance renewal (and at any time the contract price is adjusted pursuant to the Agreement, including escalation at the rate of 1.50% per annum compounding from Year 6 of the Term) to reflect the then-current projected annual gross revenue for the applicable period.
(c) Indemnity Period. Not less than eighteen (18) months from the date of the physical loss or damage giving rise to the business interruption.
(d) Covered Perils. The business interruption policy or extension shall cover loss of revenue resulting from the same perils covered under the all-risk property policy (Section 3.1(d)), including equipment breakdown.
(e) Waiting Period / Deductible. The waiting period (time deductible) shall not exceed sixty (60) days from the date of the insured physical loss or damage.
(f) Revenue Calculation. For purposes of establishing and adjusting coverage amounts, revenue calculations shall be based on the Heliograph Energy Consulting LLC P50 production estimate (currently 350,000 MWh per year), as updated from time to time by any subsequent independent energy assessment, and the then-applicable contract price under the Agreement.
3.3 Commercial General Liability (Operational Phase)
(a) Type of Coverage. Commercial general liability ("CGL") insurance, written on an occurrence form (ISO CG 00 01 or equivalent).
(b) Named Insurer. Ridgeway Casualty Group Inc., or a replacement insurer meeting the financial strength and licensing requirements of Section 1.2.
(c) Limits of Liability.
(i) Two Million Dollars ($2,000,000) per occurrence for bodily injury and property damage combined;
(ii) Five Million Dollars ($5,000,000) general aggregate;
(iii) Two Million Dollars ($2,000,000) products and completed operations aggregate; and
(iv) Two Million Dollars ($2,000,000) personal and advertising injury per occurrence.
(d) Coverage. Bodily injury (including death) and property damage arising out of or relating to the ownership, operation, maintenance, and management of the Facility, including premises and operations liability, products and completed operations liability, contractual liability (including coverage for Seller's indemnification obligations under the Agreement), and broad form property damage liability.
(e) Additional Insured. Buyer (Meridian DataCore Solutions Inc.), Tralvendo National Bank, N.A. (as Administrative Agent), and Redrock Mesa Ranch LP (as ground lessor) shall each be named as additional insureds on a primary and non-contributory basis.
(f) Deductible / Self-Insured Retention. Not to exceed Fifty Thousand Dollars ($50,000) per occurrence.
3.4 Umbrella / Excess Liability (Operational Phase)
(a) Type of Coverage. Umbrella or excess liability insurance, following form and excess of the commercial general liability, business automobile liability, and employer's liability coverages required under this Exhibit E during the operational phase.
(b) Limits of Liability. Not less than Fifteen Million Dollars ($15,000,000) per occurrence and in the aggregate.
(c) Additional Insured. Buyer (Meridian DataCore Solutions Inc.) and Tralvendo National Bank, N.A., as Administrative Agent, shall be named as additional insureds.
(d) Drop-Down. The umbrella/excess liability policy shall provide that, in the event any underlying policy's aggregate limit is exhausted, the umbrella/excess policy shall drop down to serve as primary coverage for the balance of the claim.
3.5 Workers' Compensation and Employer's Liability (Operational Phase)
Seller shall maintain, and shall require its operations and maintenance contractor(s) and subcontractors performing work at the Project Site to maintain, workers' compensation and employer's liability insurance on the same terms and with the same limits of liability as set forth in Section 2.4 above. The workers' compensation policy shall provide statutory limits as required by the laws of the State of Texas, together with employer's liability coverage with limits of One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) disease — policy limit, and One Million Dollars ($1,000,000) disease — each employee. All such policies shall include a waiver of subrogation in favor of Buyer.
3.6 Automobile Liability (Operational Phase)
(a) Type of Coverage. Business automobile liability insurance covering all owned, hired, leased, rented, and non-owned vehicles used in connection with the operation and maintenance of the Facility.
(b) Limits of Liability. One Million Dollars ($1,000,000) combined single limit per accident for bodily injury and property damage.
3.7 Environmental / Pollution Liability (Operational Phase)
(a) Type of Coverage. Site-specific pollution liability insurance, if applicable based on the environmental conditions at the Project Site, including the presence, use, storage, or transportation of hazardous materials at or near the Facility.
(b) Limits of Liability. Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate.
(c) Coverage. Bodily injury, property damage, natural resource damage, and cleanup and remediation costs arising from pollution conditions at, on, under, migrating from, or migrating to the Project Site during the operational phase.
(d) Duration. Continuous during the Term of the Agreement. The policy may be provided on a claims-made basis, provided that upon expiration or termination of the Agreement, Seller shall procure or cause to be procured an extended reporting period (tail) of not less than three (3) years following the expiration or termination of the Agreement.
SECTION 4 — EPC CONTRACTOR AND SUBCONTRACTOR INSURANCE REQUIREMENTS
4.1 EPC Contractor (Sunbelt Power Construction LLC)
Seller shall, pursuant to the Engineering, Procurement and Construction Agreement with Sunbelt Power Construction LLC, contractually require the EPC Contractor to procure and maintain the following minimum insurance coverages at the EPC Contractor's sole cost and expense during the construction period (from NTP through final completion under the EPC Agreement):
(a) Commercial General Liability: Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) general aggregate, on an occurrence form, including premises and operations, products and completed operations, contractual liability, and broad form property damage.
(b) Umbrella / Excess Liability: Twenty-Five Million Dollars ($25,000,000) per occurrence and in the aggregate, following form over CGL, auto liability, and employer's liability.
(c) Workers' Compensation: Statutory limits as required by the State of Texas (and other applicable jurisdictions); Employer's Liability of One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) disease — policy limit, and One Million Dollars ($1,000,000) disease — each employee.
(d) Automobile Liability: Two Million Dollars ($2,000,000) combined single limit per accident, covering owned, hired, and non-owned vehicles.
(e) Professional Liability (for design responsibility): Five Million Dollars ($5,000,000) per claim and in the aggregate, on a claims-made basis, with a tail period of not less than three (3) years following completion of the EPC Contractor's services.
(f) Contractor's Pollution Liability: Five Million Dollars ($5,000,000) per occurrence and in the aggregate.
Seller and Buyer (Meridian DataCore Solutions Inc.) shall be named as additional insureds on the EPC Contractor's commercial general liability and umbrella/excess liability policies, on a primary and non-contributory basis. Tralvendo National Bank, N.A., as Administrative Agent, shall also be named as an additional insured on the EPC Contractor's commercial general liability and umbrella/excess liability policies. All of the EPC Contractor's policies described in this Section 4.1 shall include waivers of subrogation in favor of Seller and Buyer, and all certificates of insurance shall be delivered to Seller and Buyer prior to the commencement of work at the Project Site.
4.2 Subcontractor Requirements
Seller shall contractually require all subcontractors performing work at the Project Site during the construction phase, and all operations and maintenance ("O&M") contractors and subcontractors performing work at the Facility during the operational phase, to procure and maintain insurance coverages appropriate to the scope, nature, and risk profile of their respective work. Such coverages shall include, at a minimum, commercial general liability, workers' compensation and employer's liability, and automobile liability insurance, with limits acceptable to Seller and consistent with industry standards for utility-scale solar photovoltaic projects of comparable size (150 MWac or greater). Seller shall use commercially reasonable efforts to require all subcontractors to name Seller and Buyer as additional insureds on their liability policies and to include waivers of subrogation in favor of Seller and Buyer. Seller shall maintain records of all subcontractor insurance certificates and shall make such records available to Buyer upon reasonable request.
SECTION 5 — SPECIAL PROVISIONS
5.1 Interaction with Availability Guarantee
For the avoidance of doubt, periods during which the Facility is unavailable for the generation and delivery of energy due to an insured physical loss or damage event shall be treated in accordance with the force majeure provisions (Article [●]) and the availability guarantee provisions (Article [●]) of the Agreement, as applicable. The existence of insurance coverage for such events, or the receipt of insurance proceeds by Seller, shall not reduce or offset any availability liquidated damages owed by Seller to Buyer under the Agreement, except to the extent expressly provided in the Agreement. Nothing in this Exhibit E shall be construed to create an obligation on Buyer to look to insurance proceeds as a sole or primary source of recovery for any breach of Seller's obligations under the Agreement.
5.2 Application of Insurance Proceeds
Property insurance proceeds and business interruption insurance proceeds received by Seller (or by the Administrative Agent on behalf of Seller) shall be applied in accordance with the provisions of the Credit Agreement governing the construction-to-term loan facility with Tralvendo National Bank, N.A. (the $108,000,000 facility), including any requirements for the deposit of proceeds into a loss proceeds account and the release of proceeds for repair or replacement of the Facility upon satisfaction of specified conditions. Insurance proceeds in excess of the outstanding principal and accrued interest on the construction-to-term loan facility shall be used for the repair, restoration, or replacement of the damaged portions of the Facility, unless the Parties agree otherwise in writing.
In the event of a total loss or constructive total loss of the Facility, insurance proceeds shall be applied first to satisfy in full the outstanding indebtedness (including principal, accrued interest, fees, and any other amounts owing) to the lender group under the Credit Agreement, and thereafter as provided in the Agreement, including, without limitation, any Termination Payment obligations of Seller to Buyer and any obligations to restore the Project Site in accordance with the Ground Lease Agreement with Redrock Mesa Ranch LP.
5.3 Annual Insurance Review
(a) Seller shall, on or about each anniversary of COD (or more frequently if required by the Credit Agreement or if circumstances warrant), conduct a comprehensive review of all insurance coverages maintained under this Exhibit E with its insurance broker (Fieldstone Risk Advisors LLC, or any successor broker). Such review shall evaluate the adequacy of coverage limits, deductible amounts, covered perils, and policy terms and conditions in light of the current replacement cost of the Facility, changes in the risk profile of the Project, developments in the insurance market, and any changes in Applicable Law.
(b) Seller shall provide Buyer with updated certificates of insurance, reflecting all renewals, endorsements, and changes in coverage, within thirty (30) days of each annual renewal date.
(c) Buyer may, not more than once per calendar year, request that Seller obtain an independent insurance adequacy review from a qualified insurance consultant or risk management firm. The costs of such independent review shall be borne by Buyer; provided, however, that if the independent review identifies material deficiencies in Seller's insurance program (i.e., coverages that fail to comply with the requirements of this Exhibit E or that are materially inadequate in light of industry standards for comparable solar photovoltaic projects), the costs of such review shall be borne by Seller, and Seller shall cure any identified deficiencies within sixty (60) days of receipt of the review report.
(d) Coverage amounts under Section 3.1 (Property / All-Risk Insurance) shall be reviewed and adjusted not less frequently than every three (3) years to reflect the then-current replacement cost values of the Facility, based on an updated independent appraisal, replacement cost study, or other commercially reasonable methodology. If the updated replacement cost exceeds the then-current insured value, Seller shall increase coverage limits to not less than the updated replacement cost within sixty (60) days.
5.4 Failure to Maintain Insurance
Failure by Seller to procure or maintain in full force and effect any of the insurance coverages required by this Exhibit E shall constitute a Seller Event of Default under the Agreement, subject to a cure period of thirty (30) days following written notice from Buyer specifying the nature of the deficiency. During such cure period, Seller shall use all commercially reasonable efforts to restore the required coverage.
If Seller fails to cure such deficiency within the thirty (30)-day cure period, Buyer may, but shall not be obligated to, procure the required insurance coverage on Seller's behalf, and Seller shall reimburse Buyer for all costs, expenses, and premiums incurred by Buyer in procuring such coverage within fifteen (15) Business Days of receipt of an invoice therefor. Any such procurement by Buyer shall not relieve Seller of its obligation to maintain insurance as required by this Exhibit E, and shall not be deemed a waiver by Buyer of any rights or remedies under the Agreement, including the right to declare a Seller Event of Default.
5.5 No Limitation on Liability
The insurance requirements set forth in this Exhibit E shall in no way limit, reduce, or otherwise affect Seller's liability or obligations under the Agreement, including, without limitation:
(a) Seller's indemnification obligations under Article [●] of the Agreement;
(b) Seller's obligation to pay availability liquidated damages under Section [●] of the Agreement;
(c) Seller's Termination Payment obligations under Section [●] of the Agreement; or
(d) Seller's obligation to comply with all other terms, conditions, representations, warranties, and covenants of the Agreement.
The maintenance of insurance in compliance with this Exhibit E shall not relieve Seller from compliance with any other provision of the Agreement, nor shall it create any obligation on the part of Buyer to accept or rely upon insurance proceeds in lieu of performance by Seller. Insurance coverage shall be supplemental to, and not a substitute for, Seller's obligations under the Agreement.
SECTION 6 — SUMMARY TABLE OF REQUIRED COVERAGES
The following table provides a summary of the minimum insurance coverages required under this Exhibit E. In the event of any conflict between this summary table and the detailed provisions set forth in Sections 2 through 5 above, the detailed provisions shall control.
Notes: "TBD" indicates that the insurer has not been specified as of the date of the Agreement but must meet the qualifications set forth in Section 1.2. "Buyer" refers to Meridian DataCore Solutions Inc. "TIV" means total insured values. All limits and amounts are subject to adjustment as provided in the applicable sections of this Exhibit E.
ACKNOWLEDGMENT AND INCORPORATION
This Exhibit E — Insurance Requirements is incorporated into and forms an integral part of the Power Purchase Agreement dated as of [●], 2025, by and between Saguaro Flats Solar LLC, as Seller, and Meridian DataCore Solutions Inc., as Buyer. The terms and conditions set forth in this Exhibit E are binding upon the Parties as of the date of the Agreement, subject to the terms and conditions of the Agreement. No separate execution of this Exhibit E is required; this Exhibit E has been executed and delivered as part of the Agreement.
In the event of any conflict or inconsistency between the provisions of this Exhibit E and the main body of the Agreement, the provisions of the Agreement shall govern and control, except to the extent that this Exhibit E imposes more specific or more stringent insurance requirements, in which case the provisions of this Exhibit E shall control with respect to insurance matters.
[No separate signature page — this Exhibit E is executed as part of the Agreement]
CONFIDENTIAL — This document contains confidential commercial information of the Parties and is subject to the confidentiality provisions of the Agreement.
Coverage Type | Phase | Minimum Limit | Deductible / SIR | Named Insurer | Additional Insured / Loss Payee | Basis
Builder's Risk / Course of Construction | Construction | $142,500,000 (full replacement cost) | $250,000 per occ. (windstorm: $500,000; flood/EQ: $500,000) | Commonwealth Mutual Insurance Co. | Tralvendo National Bank, N.A. (lender loss payee) | Occurrence
Commercial General Liability (Construction) | Construction | $5,000,000 per occ. / $10,000,000 agg. | $100,000 per occ. | Ridgeway Casualty Group Inc. | Buyer; Tralvendo National Bank, N.A. | Occurrence
Umbrella / Excess Liability (Construction) | Construction | $25,000,000 per occ. and agg. | Per underlying policies | TBD | Buyer; Tralvendo National Bank, N.A. | Occurrence
Workers' Compensation / Employer's Liability | Both | Statutory / $1,000,000 each | N/A | TBD | N/A (waiver of subrogation in favor of Buyer) | Statutory
Automobile Liability (Construction) | Construction | $2,000,000 CSL per accident | Per policy terms | TBD | N/A | Occurrence
Professional Liability / E&O | Construction + 3-yr. tail | $5,000,000 per claim and agg. | Per policy terms | TBD | N/A | Claims-Made
Contractor's Pollution Liability (Construction) | Construction + 3-yr. tail | $5,000,000 per occ. and agg. | Per policy terms | TBD | N/A | Per policy terms
Property / All-Risk (Operations) | Operations | $142,500,000 (adjusted periodically) | $250,000 per occ. (windstorm: 2% TIV; flood/EQ: 2% TIV) | Commonwealth Mutual Insurance Co. | Tralvendo National Bank, N.A. (lender loss payee); Buyer | Occurrence
Business Interruption / Loss of Revenue | Operations | $10,500,000 (18 months projected gross revenue) | 60-day waiting period | Commonwealth Mutual Insurance Co. | Tralvendo National Bank, N.A. | Occurrence
Commercial General Liability (Operations) | Operations | $2,000,000 per occ. / $5,000,000 agg. | $50,000 per occ. | Ridgeway Casualty Group Inc. | Buyer; Tralvendo National Bank, N.A.; Redrock Mesa Ranch LP | Occurrence
Umbrella / Excess Liability (Operations) | Operations | $15,000,000 per occ. and agg. | Per underlying policies | TBD | Buyer; Tralvendo National Bank, N.A. | Occurrence
Automobile Liability (Operations) | Operations | $1,000,000 CSL per accident | Per policy terms | TBD | N/A | Occurrence
Environmental / Pollution Liability (Operations) | Operations | $5,000,000 per occ. and agg. | Per policy terms | TBD | N/A | Claims-Made

EXHIBIT E

INSURANCE REQUIREMENTS

ACKNOWLEDGMENT AND INCORPORATION

Record

Parties

Dates

Amounts