PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT — DRAFT FOR DISCUSSION PURPOSES ONLY
GUARANTY AGREEMENT
Dated as of ___, 2025
by
MERIDIAN DATACORE SOLUTIONS INC.
a Delaware corporation
as Guarantor
in favor of
SAGUARO FLATS SOLAR LLC
a Delaware limited liability company
as Beneficiary
in connection with
that certain Power Purchase Agreement dated as of ___, 2025, between Saguaro Flats Solar LLC, as Seller, and Meridian DataCore Solutions Inc., as Buyer, for the Saguaro Flats Solar Project (150 MWac Solar Photovoltaic Facility — Pecos County, Texas)
Draft prepared by Calderwood & Harkness LLP C&H Matter No. 1015-00002 Preparer: Brett Callahan, Lead Associate, Energy & Infrastructure Reviewed by: Patricia Dunmore, Responsible Partner
GUARANTY AGREEMENT
This GUARANTY AGREEMENT (this "Guaranty") is dated as of ___, 2025 (the "Effective Date"), and is made by MERIDIAN DATACORE SOLUTIONS INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Guarantor"), in favor of SAGUARO FLATS SOLAR LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the "Beneficiary" or "Seller").
RECITALS
WHEREAS:
A. Saguaro Flats Solar LLC (the "Seller") is a Delaware limited liability company, one hundred percent (100%) of the membership interests of which are owned, directly or indirectly, by Calloway-Briggs Renewables Inc., a Delaware corporation ("CBR"), as the sole member and manager of Seller;
B. Meridian DataCore Solutions Inc. (the "Buyer") is a Delaware corporation, publicly traded on the Nasdaq Global Select Market under the ticker symbol "MDCS," with its principal executive offices located at 700 Lakeshore Parkway, Building C, Austin, Texas 78746, and Buyer is the same legal entity as the Guarantor under this Guaranty;
C. Seller and Buyer have entered into, or are concurrently entering into, that certain Power Purchase Agreement dated as of ___, 2025 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "PPA"), pursuant to which Seller will sell and deliver, and Buyer will purchase, the energy output, environmental attributes, and capacity (to the extent applicable) associated with the Saguaro Flats Solar Project, a ground-mounted single-axis tracking solar photovoltaic generating facility with a nameplate capacity of approximately one hundred ninety-five megawatts direct current (195 MWdc) and an alternating current capacity of approximately one hundred fifty megawatts alternating current (150 MWac), to be located on approximately one thousand four hundred (1,400) acres of leased land in Pecos County, Texas (the "Project"), and structured as a virtual (financial) power purchase agreement and contract for differences settling at the Electric Reliability Council of Texas ("ERCOT") West Hub node;
D. The PPA has an initial delivery term of twenty (20) years, commencing on the Commercial Operation Date (as defined in the PPA) (currently expected to occur on or about April 1, 2027) and expiring on March 31, 2047, and the PPA has an aggregate nominal contract value over such twenty (20)-year term of approximately One Hundred Forty Million Dollars ($140,000,000);
E. Under the PPA, the initial contract price is Twenty Dollars ($20.00) per megawatt-hour ("MWh"), which price is fixed for years one (1) through five (5) of the delivery term and escalates at a rate of one and one-half percent (1.50%) per annum compounding for years six (6) through twenty (20) of the delivery term, with estimated annual generation of approximately three hundred fifty thousand (350,000) MWh on a P50 basis (as determined by the independent resource assessment prepared by Heliograph Energy Consulting LLC dated March 15, 2025), resulting in an average annual contract value of approximately Seven Million Dollars ($7,000,000);
F. The execution and delivery of this Guaranty by Guarantor is a condition precedent to Seller's obligation to execute and deliver the PPA, and this Guaranty is intended to provide credit support for Buyer's payment obligations and performance obligations arising under or in connection with the PPA;
G. Guarantor is the same legal entity as the Buyer under the PPA, and Meridian DataCore Solutions Inc. is the ultimate parent entity in its corporate family, with no additional parent holding company existing above Guarantor; accordingly, Guarantor will directly benefit from the transactions contemplated by the PPA and has a direct and material interest in the execution, delivery, and performance of the PPA; and
H. This Guaranty is being provided by Guarantor in consideration of, among other things, Seller's entry into the PPA and in recognition that Seller is concurrently providing a Seven Million Dollar ($7,000,000) irrevocable standby letter of credit issued by Tralvendo National Bank, N.A. (the "Seller LC") as credit support for Seller's own obligations under the PPA, and the parties desire to establish a balanced credit support framework for the mutual obligations arising under the PPA.
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 Defined Terms. As used in this Guaranty, the following terms shall have the meanings set forth below:
"Beneficiary" means Saguaro Flats Solar LLC, a Delaware limited liability company, and its successors and permitted assigns (including any collateral assignee of the PPA).
"Business Day" means any day other than a Saturday, Sunday, or a day on which commercial banks in New York, New York or Austin, Texas are authorized or required by law to close.
"Buyer" means Meridian DataCore Solutions Inc., a Delaware corporation, in its capacity as buyer under the PPA.
"Event of Default" has the meaning set forth in Section 5.1.
"Guaranteed Obligations" means all payment obligations and performance obligations of Buyer arising under or in connection with the PPA, including without limitation: (a) all amounts payable by Buyer under the contract for differences ("CfD") settlement mechanics set forth in the PPA; (b) all indemnification obligations of Buyer under the PPA; (c) all termination payments payable by Buyer under the PPA upon early termination or default termination; (d) all amounts payable by Buyer with respect to costs, expenses, interest, or other charges arising under the PPA; and (e) any and all other amounts owed by Buyer to Seller under the PPA, in each case as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms of the PPA.
"Guarantor" means Meridian DataCore Solutions Inc., a Delaware corporation, and its successors, assigns, and transferees as permitted hereunder.
"Guaranty" means this Guaranty Agreement, as the same may be amended, modified, or supplemented from time to time in accordance with Section 10.6.
"Guaranty Cap" means Fourteen Million Dollars ($14,000,000), which amount is equal to two (2) years of estimated annual revenues under the PPA, calculated on the basis of P50 annual generation of three hundred fifty thousand (350,000) MWh at the initial contract price of Twenty Dollars ($20.00) per MWh (i.e., $7,000,000 per year × 2 = $14,000,000), as such amount may be reduced or restored in accordance with Section 2.3.
"Pinnacle Ratings Group" means Pinnacle Ratings Group, a nationally recognized statistical rating organization, or any successor thereto.
"PPA" means that certain Power Purchase Agreement dated as of ___, 2025, between Seller and Buyer, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.
"Project" means the Saguaro Flats Solar Project, as more fully described in the Recitals.
"Seller" means Saguaro Flats Solar LLC, a Delaware limited liability company.
"Term" means the period commencing on the Effective Date and continuing through the date of termination of this Guaranty in accordance with Article 7.
Section 1.2 Rules of Construction. (a) Unless otherwise defined in this Guaranty, capitalized terms used herein shall have the meanings assigned to such terms in the PPA, and such definitions are hereby incorporated by reference into this Guaranty. (b) As used in this Guaranty, the singular shall include the plural and the plural shall include the singular, and any reference to any gender shall include all genders. (c) The words "herein," "hereof," "hereunder," and other words of similar import refer to this Guaranty as a whole, and not to any particular Article, Section, or other subdivision hereof. (d) Section headings are included for convenience of reference only and shall not affect the interpretation or construction of this Guaranty. (e) The word "including" (and correlative words such as "include" and "includes") shall mean "including, without limitation." (f) References to any agreement, instrument, or document shall be deemed to refer to such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time, unless the context otherwise requires. (g) References to any law, statute, rule, or regulation shall include any successor provision thereto and all regulations and interpretive guidance issued thereunder or in connection therewith. (h) References to "$" or "Dollars" shall mean the lawful currency of the United States of America. (i) The parties have participated jointly in the negotiation and drafting of this Guaranty, and, in the event of any ambiguity or question of intent or interpretation, this Guaranty shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Guaranty.
ARTICLE 2 — GUARANTY
Section 2.1 Guaranty of Obligations. Guarantor hereby unconditionally and irrevocably guarantees to Beneficiary, and to Beneficiary's successors and permitted assigns, the full, complete, and prompt payment and performance of all Guaranteed Obligations of Buyer under the PPA, subject in all respects to the Guaranty Cap. This Guaranty constitutes a guaranty of payment and performance, and not merely a guaranty of collection. Beneficiary shall not be required to proceed against, or exhaust any remedy against, Buyer or any other person or entity, or to proceed against or exhaust any security or collateral, before proceeding against Guarantor hereunder. Guarantor agrees that this Guaranty may be enforced by Beneficiary without the necessity of any suit or proceeding against Buyer, and without the necessity of any notice of non-payment, non-performance, or non-observance, or any notice of acceptance of this Guaranty, or any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby waives to the fullest extent permitted by applicable law.
Section 2.2 Nature of Guaranty. The obligations of Guarantor under this Guaranty are absolute, unconditional, and irrevocable, and shall not be released, discharged, diminished, impaired, reduced, or otherwise affected by any of the following (whether or not Guarantor has notice thereof and whether or not Guarantor has consented thereto):
(a) any amendment, modification, supplement, restatement, extension, renewal, or waiver of the PPA, in whole or in part, whether or not Guarantor has consented to or has knowledge of such amendment, modification, supplement, restatement, extension, renewal, or waiver;
(b) any extension of time for payment or performance of any Guaranteed Obligation, or any other indulgence granted to Buyer by Beneficiary;
(c) any release, compromise, settlement, or discharge of, or any agreement not to sue with respect to, Buyer or any other person or entity liable for any Guaranteed Obligation;
(d) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities, or similar proceeding with respect to Buyer, Guarantor, or any other person or entity, including any rejection or disaffirmance of the PPA in any such proceeding;
(e) any defense that may be available to Buyer under the PPA or at law or in equity, including but not limited to failure of consideration, breach of warranty, impossibility of performance, frustration of purpose, force majeure, fraud, or statute of frauds, other than the defense that all Guaranteed Obligations have been fully and indefeasibly paid and performed;
(f) any change in the corporate existence, structure, or ownership of Buyer or Guarantor, including any merger, consolidation, reorganization, dissolution, conversion, recapitalization, or similar transaction involving Buyer or Guarantor;
(g) the invalidity, illegality, or unenforceability of the PPA or any provision thereof, or of any Guaranteed Obligation;
(h) the failure of Beneficiary to perfect or maintain any security interest or lien in any collateral, if any, securing any Guaranteed Obligation;
(i) any impairment of any collateral securing any Guaranteed Obligation; or
(j) any other act, omission, event, or circumstance that might otherwise constitute a legal or equitable defense or discharge of a surety or guarantor, or that might otherwise limit recourse against Guarantor.
The foregoing enumeration shall not be deemed to be exclusive. Guarantor acknowledges that, as the same entity as Buyer, Guarantor possesses full knowledge of Buyer's affairs and financial condition and shall be deemed to have been kept fully informed of any actions or inactions described in this Section 2.2.
Section 2.3 Guaranty Cap. (a) The aggregate cumulative liability of Guarantor under this Guaranty shall not exceed Fourteen Million Dollars ($14,000,000) (the "Guaranty Cap"). In no event shall Beneficiary be entitled to recover from Guarantor, in the aggregate, amounts in excess of the Guaranty Cap then in effect. (b) Payments made by Guarantor to Beneficiary under this Guaranty shall reduce the remaining amount available under the Guaranty Cap on a dollar-for-dollar basis. (c) Notwithstanding the foregoing, if any payment made by Guarantor to Beneficiary is subsequently returned, rescinded, disgorged, or set aside for any reason (including pursuant to any bankruptcy, insolvency, or similar proceeding, or pursuant to any settlement or compromise), the Guaranty Cap shall be restored to the extent of the amount so returned, rescinded, disgorged, or set aside, and the obligations of Guarantor under this Guaranty shall be reinstated and continued as if such payment had not been made.
Section 2.4 Continuing Guaranty. This Guaranty is a continuing guaranty and shall apply to all Guaranteed Obligations arising at any time and from time to time during the Term, regardless of whether any particular Guaranteed Obligation existed at the time this Guaranty was first executed and delivered. Guarantor's obligations hereunder shall not be discharged or affected by the fact that at any time during the Term no Guaranteed Obligations may be outstanding, and this Guaranty shall remain in full force and effect notwithstanding any intermission in the existence of Guaranteed Obligations.
Section 2.5 Reinstatement. If at any time any payment (whether made by Buyer, Guarantor, or any other person or entity) with respect to any Guaranteed Obligation is rescinded, invalidated, declared to be fraudulent or preferential, set aside, or required to be returned, repaid, or disgorged by Beneficiary for any reason whatsoever (including pursuant to any bankruptcy, insolvency, reorganization, or similar proceeding, or pursuant to a court order or settlement), this Guaranty shall be reinstated and Guarantor's obligations hereunder shall continue and remain in full force and effect as if such payment had not been made, and Guarantor shall be liable to Beneficiary for the full amount so rescinded, invalidated, declared to be fraudulent or preferential, set aside, returned, repaid, or disgorged, subject at all times to the Guaranty Cap (as restored in accordance with Section 2.3(c)). The provisions of this Section 2.5 shall survive the termination of this Guaranty.
ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF GUARANTOR
Guarantor hereby represents and warrants to Beneficiary, as of the Effective Date (and as of each date on which any Guaranteed Obligation arises, except as otherwise specified below), as follows:
Section 3.1 Organization and Standing. Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Guarantor has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Guarantor is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of its business makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty.
Section 3.2 Authority. Guarantor has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Guaranty. The execution, delivery, and performance of this Guaranty by Guarantor have been duly authorized by all necessary corporate action on the part of Guarantor, including all requisite approvals of Guarantor's board of directors (or an authorized committee thereof). No further action, vote, consent, or approval of Guarantor's board of directors, stockholders, or any other person or entity is required in connection with the execution, delivery, or performance of this Guaranty by Guarantor.
Section 3.3 Enforceability. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general applicability affecting the enforcement of creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 3.4 No Conflict. The execution, delivery, and performance of this Guaranty by Guarantor do not and will not: (a) violate, conflict with, or result in any breach of any provision of Guarantor's certificate of incorporation, as amended, or Guarantor's amended and restated bylaws; (b) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under, or result in the acceleration of any obligation under, or give rise to a right of termination, cancellation, or acceleration under, any material contract, agreement, indenture, note, bond, mortgage, loan agreement, license, lease, or other instrument or obligation to which Guarantor is a party or by which Guarantor or any of its properties or assets may be bound; or (c) violate any applicable law, statute, rule, regulation, order, writ, injunction, judgment, or decree of any governmental authority applicable to Guarantor or any of its properties or assets.
Section 3.5 Financial Condition. (a) As of the date hereof, Guarantor has a corporate credit rating of BBB from Pinnacle Ratings Group. (b) For its most recently completed fiscal year ended December 31, 2024, Guarantor's consolidated revenue was approximately Two Billion One Hundred Million Dollars ($2,100,000,000) and Guarantor's consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") was approximately Seven Hundred Forty Million Dollars ($740,000,000), in each case as reported in Guarantor's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC"). (c) As of June 30, 2025, Guarantor's market capitalization was approximately Eight Billion Two Hundred Million Dollars ($8,200,000,000). (d) Guarantor has the financial capacity to satisfy its obligations under this Guaranty, and the Guaranty Cap of $14,000,000 represents less than two percent (2%) of Guarantor's annual EBITDA and less than one percent (1%) of Guarantor's annual consolidated revenue.
Section 3.6 No Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation (collectively, "Actions") pending or, to the knowledge of Guarantor, threatened in writing against or affecting Guarantor before any court, arbitrator, or governmental authority that would reasonably be expected to, individually or in the aggregate, materially and adversely affect Guarantor's ability to execute, deliver, or perform its obligations under this Guaranty.
Section 3.7 No Consents. No consent, approval, authorization, order, registration, qualification, or filing with any governmental authority or any other person or entity is required for the valid execution, delivery, and performance by Guarantor of this Guaranty, except for such consents, approvals, authorizations, orders, registrations, qualifications, or filings as have already been obtained or made and are in full force and effect.
Section 3.8 Solvency. Guarantor is solvent as of the date hereof. Guarantor will not be rendered insolvent by the execution, delivery, or performance of this Guaranty or the consummation of the transactions contemplated hereby. For purposes of this Section 3.8, "solvent" means that: (a) the fair saleable value of Guarantor's assets exceeds the amount of Guarantor's liabilities (including contingent and unliquidated liabilities); (b) Guarantor is able to pay its debts and other liabilities (including contingent and unliquidated liabilities) as they mature in the normal course of business; and (c) Guarantor does not have unreasonably small capital with which to conduct its present and proposed business.
ARTICLE 4 — COVENANTS OF GUARANTOR
Guarantor hereby covenants and agrees with Beneficiary as follows:
Section 4.1 Maintenance of Existence. Guarantor shall maintain its corporate existence in good standing under the laws of the State of Delaware at all times during the Term of this Guaranty. Guarantor shall maintain all qualifications, licenses, and authorizations necessary for the conduct of its business and the performance of its obligations under this Guaranty, except where the failure to maintain such qualifications, licenses, or authorizations would not reasonably be expected to have a material adverse effect on Guarantor's ability to perform its obligations under this Guaranty.
Section 4.2 Financial Reporting. Guarantor shall deliver to Beneficiary, within the timeframes set forth below, the following financial information:
(a) Annual Financial Statements. As soon as available, and in any event within ninety (90) days after the end of each fiscal year of Guarantor, audited consolidated financial statements of Guarantor for such fiscal year, including a consolidated balance sheet, consolidated statement of income, consolidated statement of cash flows, and consolidated statement of stockholders' equity, together with the report thereon of Guarantor's independent registered public accounting firm;
(b) Quarterly Financial Statements. As soon as available, and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Guarantor, unaudited consolidated financial statements of Guarantor for such fiscal quarter and for the year-to-date period then ended, including a condensed consolidated balance sheet, condensed consolidated statement of income, and condensed consolidated statement of cash flows; and
(c) Additional Information. Such other financial information regarding the business, operations, assets, liabilities, and financial condition of Guarantor as Beneficiary may reasonably request from time to time.
Guarantor and Beneficiary acknowledge and agree that, as of the date hereof, Guarantor is a publicly traded company whose common stock is listed on the Nasdaq Global Select Market under the ticker symbol "MDCS." Accordingly, Guarantor's timely filing with the SEC of its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q, in each case within the timeframes required by the SEC's rules and regulations, shall be deemed to satisfy the requirements of Sections 4.2(a) and 4.2(b), respectively, and Beneficiary shall be entitled to access such filings through the SEC's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") at www.sec.gov.
Section 4.3 Notice of Material Adverse Change. Guarantor shall promptly (and in any event within five (5) Business Days after becoming aware thereof) notify Beneficiary in writing of the occurrence of any of the following events:
(a) any material adverse change in the financial condition, business, operations, or prospects of Guarantor that could reasonably be expected to impair Guarantor's ability to perform its obligations under this Guaranty;
(b) any downgrade of Guarantor's credit rating by Pinnacle Ratings Group below BBB- (or the equivalent rating);
(c) the commencement of any bankruptcy, insolvency, reorganization, receivership, conservatorship, or similar proceeding by or against Guarantor, whether voluntary or involuntary;
(d) any pending or threatened litigation, arbitration, governmental investigation, or other proceeding against Guarantor that could reasonably be expected to result in a judgment, award, or settlement in excess of Twenty-Five Million Dollars ($25,000,000) or that could reasonably be expected to materially impair Guarantor's ability to perform its obligations under this Guaranty; and
(e) any event or circumstance that constitutes, or with the passage of time, the giving of notice, or both, would constitute, an Event of Default under this Guaranty.
Section 4.4 Credit Rating Maintenance. Guarantor shall use commercially reasonable efforts to maintain a credit rating from Pinnacle Ratings Group of at least BBB- (investment grade). In the event that Guarantor's credit rating from Pinnacle Ratings Group is downgraded below BBB- (i.e., to BB+ or below), Beneficiary shall have the right, upon written notice to Guarantor, to demand that Buyer provide a replacement irrevocable standby letter of credit or other form of credit support reasonably acceptable to Beneficiary, in an amount equal to twelve (12) months of estimated payments under the PPA (approximately Seven Million Dollars ($7,000,000), based on P50 annual generation at the then-applicable contract price), in accordance with the credit support provisions of the PPA. Such replacement credit support shall be provided by Buyer within thirty (30) days after receipt of Beneficiary's demand therefor. The provision of replacement credit support pursuant to this Section 4.4 shall not relieve Guarantor of its obligations under this Guaranty, but shall serve as additional credit support for Beneficiary's benefit.
Section 4.5 Compliance with Laws. Guarantor shall comply in all material respects with all applicable laws, statutes, rules, regulations, orders, writs, injunctions, judgments, and decrees of any governmental authority, to the extent that the failure to so comply would reasonably be expected to materially and adversely affect Guarantor's ability to perform its obligations under this Guaranty.
Section 4.6 Change of Control of Guarantor. (a) Guarantor shall provide Beneficiary with prompt written notice (and in any event within ten (10) Business Days after the closing thereof) of any change of control of Guarantor (as such term is defined in the PPA or, if not defined in the PPA, as determined in accordance with customary usage in commercial agreements). (b) If, following a change of control of Guarantor, the surviving or successor entity's credit rating from Pinnacle Ratings Group is below BBB-, Beneficiary shall have the right, at its election, to (i) demand that Buyer provide additional or replacement credit support in accordance with Section 4.4, or (ii) exercise any termination rights available to Beneficiary under the PPA in connection with such change of control, in each case in accordance with the terms and procedures set forth in the PPA. (c) In the event of any merger, consolidation, or other business combination involving Guarantor in which Guarantor is not the surviving entity, the surviving or successor entity shall assume all of Guarantor's obligations under this Guaranty by operation of law or by executing and delivering to Beneficiary an instrument of assumption in form and substance reasonably acceptable to Beneficiary.
Section 4.7 No Assignment. Guarantor shall not assign, transfer, delegate, or otherwise dispose of this Guaranty or any of its obligations or rights hereunder, in whole or in part, without the prior written consent of Beneficiary, and any purported assignment, transfer, delegation, or other disposition without such consent shall be null and void and of no force or effect.
ARTICLE 5 — EVENTS OF DEFAULT
Section 5.1 Events of Default. Each of the following events shall constitute an "Event of Default" under this Guaranty:
(a) Failure to Pay. Guarantor fails to make any payment required under this Guaranty within ten (10) Business Days after receipt of a written demand from Beneficiary in accordance with Article 8, where such demand conforms to the requirements of Section 8.1.
(b) Breach of Representation or Warranty. Any representation or warranty made by Guarantor in this Guaranty (including in Article 3) proves to have been materially incorrect, untrue, or misleading when made or when deemed to have been made.
(c) Breach of Covenant. Guarantor fails to perform or observe any material covenant, agreement, or obligation contained in this Guaranty (other than a payment obligation, which is addressed in clause (a) above), and such failure continues unremedied for a period of thirty (30) days after Beneficiary delivers written notice of such failure to Guarantor; provided, however, that if such failure is of a nature that cannot reasonably be cured within such thirty (30)-day period and Guarantor is diligently pursuing a cure, such cure period shall be extended for an additional thirty (30) days (for a total of sixty (60) days from the date of Beneficiary's written notice), but in no event shall such extension excuse a failure to comply with the financial covenants or notice obligations set forth in Sections 4.2, 4.3, or 4.4.
(d) Bankruptcy/Insolvency. Guarantor: (i) commences a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization, debt adjustment, moratorium, or other similar law now or hereafter in effect (collectively, "Debtor Relief Laws"); (ii) has an involuntary case or proceeding commenced against it under any Debtor Relief Law, and such case or proceeding is not dismissed or stayed within sixty (60) days after commencement thereof; (iii) makes a general assignment for the benefit of creditors; (iv) applies for or consents to the appointment of a receiver, trustee, custodian, conservator, sequestrator, liquidator, or similar official for Guarantor or for a substantial part of Guarantor's assets; (v) is adjudicated as bankrupt or insolvent by a court of competent jurisdiction; or (vi) admits in writing its inability to pay its debts as they become due in the ordinary course of business.
(e) Credit Rating Downgrade. Guarantor's credit rating from Pinnacle Ratings Group is downgraded below BB (i.e., two full notches below the BBB- credit support trigger level set forth in Section 4.4), and Guarantor fails to provide replacement credit support in accordance with Section 4.4 within thirty (30) days after receipt of Beneficiary's written demand therefor.
(f) Cross-Default. Buyer is in material default under the PPA and such default remains uncured beyond any applicable notice and cure period provided for in the PPA, and such default constitutes a "Buyer Event of Default" (as defined in the PPA) or otherwise gives rise to Seller's right to terminate the PPA.
Section 5.2 Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, Beneficiary may, in its sole discretion and without further notice to Guarantor (except as expressly required by this Guaranty or by applicable law):
(a) declare all Guaranteed Obligations (to the extent then existing and determinable) immediately due and payable by Guarantor, subject at all times to the Guaranty Cap;
(b) exercise any and all rights and remedies available to Beneficiary at law, in equity, or under this Guaranty, including the right to bring an action for specific performance, injunctive relief, or damages;
(c) draw upon or realize upon any replacement credit support previously provided by Guarantor or Buyer pursuant to Section 4.4 or otherwise, to the extent of any amounts then owed by Guarantor or Buyer; and
(d) exercise any and all termination rights available to Seller under the PPA in connection with such Event of Default, to the extent that such Event of Default constitutes or is related to a "Buyer Event of Default" under the PPA.
Section 5.3 Cumulative Remedies. The rights and remedies of Beneficiary set forth in this Guaranty are cumulative and are in addition to, and not in substitution for, any other rights and remedies available to Beneficiary at law, in equity, or under any other agreement or instrument. The exercise of any one remedy by Beneficiary shall not preclude or waive the right to exercise any other remedy, and no single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
ARTICLE 6 — WAIVERS
Section 6.1 Waivers by Guarantor. To the fullest extent permitted by applicable law, Guarantor hereby waives each of the following:
(a) notice of acceptance of this Guaranty by Beneficiary;
(b) presentment, demand for payment, demand for performance, protest, and notice of dishonor or non-payment with respect to any Guaranteed Obligation;
(c) notice of any default or event of default by Buyer under the PPA, including any "Buyer Event of Default" (as defined in the PPA);
(d) any requirement that Beneficiary proceed first against Buyer, or exhaust any or all remedies against Buyer or any other person or entity, or proceed against or exhaust any security or collateral held by Beneficiary, before proceeding against Guarantor under this Guaranty (it being the express intention of Guarantor that Guarantor's obligations hereunder shall not be conditioned upon the exercise of any remedy by Beneficiary against Buyer or any other person or entity), and Guarantor hereby waives all suretyship defenses, including but not limited to the benefit of the defenses set forth in any applicable provision of the Uniform Commercial Code or any other similar law;
(e) any defense arising by reason of any disability, lack of authority, or lack of capacity of Buyer, including any defense based upon the invalidity of any action taken or purported to have been taken by Buyer;
(f) any defense based on the statute of limitations or any statute of repose applicable to Buyer's obligations under the PPA, or the expiration of any applicable limitations period with respect to any Guaranteed Obligation;
(g) any right to require Beneficiary to marshal assets, to proceed in any particular order or manner against any person or entity, or to apply any payment received from Buyer or any other source against the Guaranteed Obligations in any particular order;
(h) any right to receive notice of any amendment, modification, supplement, waiver, or consent with respect to the PPA;
(i) any right of subrogation, contribution, reimbursement, indemnification, or similar right against Buyer or any other person or entity, until all Guaranteed Obligations have been paid and performed in full (as further provided in Section 8.5); and
(j) any other defense or right that might otherwise be available to a guarantor or surety under applicable law, whether at law or in equity.
Section 6.2 No Waiver by Beneficiary. No failure or delay by Beneficiary in exercising any right, power, or remedy under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Guaranty shall be effective unless set forth in a written instrument duly executed by Beneficiary. Any such waiver shall be limited to the specific instance and purpose for which it is given and shall not constitute a waiver of any other provision of this Guaranty or a continuing waiver of the provision so waived.
ARTICLE 7 — TERM AND TERMINATION
Section 7.1 Effective Date. This Guaranty shall become effective upon execution and delivery by Guarantor. Guarantor acknowledges that Beneficiary's acceptance of this Guaranty shall be evidenced by Beneficiary's execution of the acknowledgment and acceptance set forth on the signature page hereof.
Section 7.2 Term. This Guaranty shall remain in full force and effect until the earliest to occur of the following:
(a) payment and performance in full of all Guaranteed Obligations (including any Guaranteed Obligations that survive the expiration or termination of the PPA), and the expiration of all applicable preference, avoidance, and similar periods under applicable Debtor Relief Laws without any demand for return, disgorgement, or set-aside of any payment made by Buyer or Guarantor;
(b) expiration or termination of the PPA (the expected initial term of the PPA being twenty (20) years from the Commercial Operation Date, i.e., from April 1, 2027 through March 31, 2047) and the satisfaction in full of all Guaranteed Obligations that survive such expiration or termination in accordance with the terms of the PPA; or
(c) the date on which Beneficiary delivers to Guarantor a written instrument, duly executed by an authorized officer of Beneficiary, expressly and unconditionally releasing and discharging Guarantor from all of its obligations under this Guaranty.
For the avoidance of doubt, the termination of the PPA by reason of Buyer's default or otherwise shall not in and of itself release or discharge Guarantor from any Guaranteed Obligations that have accrued prior to or as a result of such termination, including without limitation any termination payments payable by Buyer under the PPA.
Section 7.3 Survival. The obligations of Guarantor under this Guaranty with respect to any Guaranteed Obligations that have accrued or arisen prior to the termination of this Guaranty (including any termination payments, indemnification obligations, or other surviving obligations under the PPA) shall survive such termination and shall continue in full force and effect until all such Guaranteed Obligations have been fully and indefeasibly paid and performed. The provisions of Section 2.5 (Reinstatement), Article 6 (Waivers), Article 8 (Demand and Payment Mechanics), Article 9 (Notices), and Article 10 (Miscellaneous) shall survive the termination of this Guaranty to the extent necessary to give full effect to the rights and obligations of the parties hereunder.
ARTICLE 8 — DEMAND AND PAYMENT MECHANICS
Section 8.1 Demand. In order to make a claim under this Guaranty, Beneficiary shall deliver to Guarantor a written demand (a "Demand Notice") specifying in reasonable detail: (a) the nature and amount of the Guaranteed Obligations that Buyer has failed to pay or perform; (b) a statement confirming that such amounts are due and payable under the PPA and that Buyer has failed to pay such amounts when due (or, in the case of a performance obligation, that Buyer has failed to perform such obligation in accordance with the PPA); and (c) copies of invoices, settlement statements, or other reasonable supporting documentation evidencing the amounts claimed. A Demand Notice need not be in any particular form, provided that it contains the information specified in this Section 8.1 and is signed by an authorized officer or representative of Beneficiary. Guarantor shall have no obligation to make any payment under this Guaranty unless and until it has received a conforming Demand Notice in accordance with this Section 8.1 and Article 9.
Section 8.2 Payment. Guarantor shall pay all amounts properly demanded under a conforming Demand Notice within ten (10) Business Days after receipt of such Demand Notice. All payments by Guarantor shall be made by wire transfer of immediately available funds in United States dollars to a bank account designated by Beneficiary in the Demand Notice (or in a separate wire transfer instruction delivered by Beneficiary). If Beneficiary does not designate a bank account, Guarantor shall request wire transfer instructions from Beneficiary, and the ten (10) Business Day payment period shall be tolled until Guarantor receives such instructions. Payment by Guarantor within the ten (10) Business Day period shall constitute timely performance of Guarantor's obligations hereunder, without prejudice to Beneficiary's right to charge interest on late payments as provided in the PPA (to the extent applicable to amounts owed by Buyer).
Section 8.3 Payment Currency. All payments by Guarantor under this Guaranty shall be made in United States dollars. If any payment obligation arises in a currency other than United States dollars, the amount payable by Guarantor shall be the United States dollar equivalent of such amount, determined using the exchange rate published by the Federal Reserve Bank of New York at the close of business on the Business Day immediately preceding the date of payment.
Section 8.4 No Set-Off or Counterclaim. All payments by Guarantor under this Guaranty shall be made free and clear of, and without deduction, set-off, counterclaim, or withholding of any kind whatsoever, whether in respect of taxes, claims, defenses, or otherwise, except to the extent that any deduction or withholding is required by applicable law. If any deduction or withholding is so required by applicable law, Guarantor shall: (a) pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by Beneficiary, after giving effect to all such required deductions and withholdings (including any deductions or withholdings on Additional Amounts), equals the full amount that Beneficiary would have received had no such deduction or withholding been required; (b) make such deduction or withholding; and (c) timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law and promptly furnish to Beneficiary the original or a certified copy of a receipt evidencing payment thereof (or other evidence of such payment reasonably satisfactory to Beneficiary).
Section 8.5 Subrogation. Guarantor shall be subrogated to the rights of Beneficiary against Buyer to the extent of any amounts paid by Guarantor under this Guaranty; provided, however, that Guarantor shall not exercise any right of subrogation, contribution, reimbursement, or indemnification against Buyer or assert any claim or proof of claim in any bankruptcy, insolvency, or similar proceeding of or against Buyer, in each case, until all Guaranteed Obligations have been fully and indefeasibly paid and performed in full and the Term of this Guaranty has expired. If any amount shall be paid to Guarantor in violation of this Section 8.5, such amount shall be held in trust by Guarantor for the benefit of Beneficiary and shall promptly be paid to Beneficiary to be applied to the Guaranteed Obligations in accordance with the PPA.
ARTICLE 9 — NOTICES
Section 9.1 Addresses for Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Guaranty (collectively, "Notices") shall be in writing and shall be addressed as follows:
If to Guarantor:
Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746
Attention: Victor Langford, Deputy General Counsel
Email: vlangford@meridiandatacore.com
With a copy (which shall not constitute notice) to:
Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, Texas 78746
Attention: Amara Osei, Vice President, Procurement & Contracts
Email: aosei@meridiandatacore.com
With a copy (which shall not constitute notice) to Guarantor's counsel:
Hargrove & Linden LLP 300 Congress Avenue, Suite 2200 Austin, Texas 78701
Attention: Evelyn Crumveth
Email: eashford@hargrovelinden.com
If to Beneficiary:
Saguaro Flats Solar LLC c/o Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, Texas 77002
Attention: Rachel Muñoz, General Counsel
Email: rmunoz@calloway-briggs.com
With a copy (which shall not constitute notice) to:
Saguaro Flats Solar LLC c/o Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, Texas 77002
Attention: Janet Okafor, Senior Vice President, Origination & Commercial
Email: jokafor@calloway-briggs.com
With a copy (which shall not constitute notice) to Beneficiary's counsel:
Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, Texas 77002
Attention: Patricia Dunmore
Email: pdunmore@calderwoodharkness.com
Section 9.2 Methods of Delivery. Notices may be given by any of the following methods: (a) personal delivery (including delivery by commercial courier); (b) deposit with a nationally recognized overnight courier service for next Business Day delivery, with all delivery charges prepaid; (c) registered or certified mail, return receipt requested, postage prepaid, through the United States Postal Service; or (d) email with confirmation of receipt by the recipient (which confirmation may be by return email, telephone, or other reasonable means). Notices shall be deemed received and effective upon: (i) actual receipt if given by personal delivery or email (with confirmation); (ii) the next Business Day after deposit with a nationally recognized overnight courier service; or (iii) three (3) Business Days after deposit in the United States mail as registered or certified mail, return receipt requested, postage prepaid.
Section 9.3 Change of Address. Either party may change its address or other notice information for purposes of this Article 9 by giving written notice of such change to the other party in accordance with this Article 9. Such change shall be effective upon receipt of such notice by the other party.
ARTICLE 10 — MISCELLANEOUS
Section 10.1 Governing Law. This Guaranty shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the substantive laws of any jurisdiction other than the State of New York.
Section 10.2 Dispute Resolution. Any dispute, controversy, or claim arising out of, relating to, or in connection with this Guaranty (including any dispute regarding its existence, validity, interpretation, performance, breach, or termination) (a "Dispute") shall be resolved in accordance with the dispute resolution provisions set forth in the PPA, including: (a) a period of good-faith negotiation between senior representatives of Guarantor and Beneficiary for a period of not less than thirty (30) days following the date on which one party delivers to the other party a written notice of the Dispute; and (b) if such Dispute is not resolved through negotiation within such thirty (30)-day period (or such longer period as the parties may agree in writing), either party may submit such Dispute to final and binding arbitration administered by the American Arbitration Association (the "AAA") in New York, New York, under the AAA Commercial Arbitration Rules then in effect, before a panel of three (3) arbitrators. The arbitrators shall be selected in accordance with the AAA Commercial Arbitration Rules. The language of the arbitration shall be English. The arbitrators shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including specific performance, injunctive relief, and monetary damages (including interest). The arbitral award shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and expenses in connection with any arbitration, unless the arbitrators determine otherwise in the arbitral award.
Section 10.3 Venue for Injunctive Relief. Notwithstanding Section 10.2, either party may at any time seek temporary, preliminary, or permanent injunctive relief, or other interim or conservatory measures, in the Supreme Court of the State of New York, County of New York, or the United States District Court for the Southern District of New York. The institution of any action for injunctive relief or other interim measures shall not constitute a waiver of the right or obligation of either party to submit the merits of any Dispute to arbitration in accordance with Section 10.2, nor shall such action prejudice the rights of either party in any arbitration proceeding.
Section 10.4 Consent to Jurisdiction. Guarantor irrevocably and unconditionally submits to the exclusive jurisdiction of the courts and tribunals specified in Sections 10.2 and 10.3 for the purposes of any action, suit, or proceeding arising out of or relating to this Guaranty. Guarantor irrevocably waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court or tribunal, and (b) any claim that any such action, suit, or proceeding has been brought in an inconvenient forum. Guarantor further irrevocably consents to the service of process in any such action, suit, or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Guarantor at its address set forth in Section 9.1.
Section 10.5 Entire Agreement. This Guaranty, together with the PPA and the other agreements, instruments, and documents delivered in connection herewith and therewith, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings of the parties, whether written or oral, with respect to such subject matter. No party has relied on any representation, warranty, or promise not expressly set forth in this Guaranty or the PPA.
Section 10.6 Amendments. This Guaranty may not be amended, modified, supplemented, restated, or waived in any respect except by a written instrument duly executed by both Guarantor and Beneficiary. No oral modification, amendment, or waiver of any provision of this Guaranty shall be enforceable.
Section 10.7 Severability. If any provision of this Guaranty (or any part thereof) is held to be invalid, illegal, or unenforceable under applicable law by a court or tribunal of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability, and the remaining provisions of this Guaranty (and the remaining parts of such provision) shall continue in full force and effect. Upon any such determination of invalidity, illegality, or unenforceability, the parties shall negotiate in good faith to modify this Guaranty so as to give effect to the original intent of the parties to the greatest extent possible in an enforceable manner.
Section 10.8 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY, THE PPA, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM, (B) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.8.
Section 10.9 Successors and Assigns. This Guaranty shall be binding upon Guarantor and its successors, assigns, and transferees (whether by merger, consolidation, operation of law, or otherwise) and shall inure to the benefit of Beneficiary and its successors and permitted assigns. Without limiting the generality of the foregoing, Guarantor acknowledges and agrees that Beneficiary's rights under this Guaranty may be assigned or collaterally assigned to:
(a) Tralvendo National Bank, N.A., as Administrative Agent under that certain Construction-to-Term Loan Agreement (as the same may be amended, restated, supplemented, or otherwise modified from time to time) among Saguaro Flats Solar LLC, as Borrower, the lenders party thereto from time to time, and Tralvendo National Bank, N.A., as Administrative Agent (the "Credit Facility");
(b) the syndicate lenders under the Credit Facility, including Osprey Commercial Lending Corp., Grandview Savings Bank, FSB, and Blue Prairie Capital Markets LLC (together with Tralvendo National Bank, N.A. as Administrative Agent, collectively, the "Lender Group"); and
(c) any successor administrative agent or additional lender that becomes a party to the Credit Facility from time to time.
Guarantor acknowledges that the PPA may be collaterally assigned by Seller to the Lender Group pursuant to that certain Consent to Assignment and Direct Agreement (the "Lender Consent and Direct Agreement") to be entered into among Seller, Buyer, and the Administrative Agent in connection with the financing of the Project. Guarantor agrees that, upon any such collateral assignment, the Lender Group (and the Administrative Agent on behalf of the Lender Group) shall be entitled to exercise all of Beneficiary's rights and remedies under this Guaranty, including the right to deliver Demand Notices and receive payments hereunder, in accordance with the terms of the Lender Consent and Direct Agreement. Guarantor shall execute and deliver such acknowledgments, consents, and other instruments as may be reasonably requested by Beneficiary or the Administrative Agent to confirm and effectuate the foregoing.
Section 10.10 No Third-Party Beneficiaries. Except as expressly provided in Section 10.9 with respect to the Administrative Agent and the Lender Group (who shall be express third-party beneficiaries of this Guaranty), no person or entity other than the parties hereto and their respective successors and permitted assigns shall have any right to enforce or benefit from any provision of this Guaranty.
Section 10.11 Counterparts. This Guaranty may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Guaranty by facsimile or by electronic transmission (including in portable document format (".pdf") or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicable law) shall be effective as delivery of a manually executed counterpart hereof.
Section 10.12 Headings. The Article and Section headings and the table of contents (if any) used in this Guaranty are for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Guaranty.
Section 10.13 Further Assurances. Guarantor shall, at its own cost and expense, execute and deliver such further instruments, documents, and agreements, and take such further actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Guaranty and to effectuate the transactions contemplated hereby, including the execution and delivery of any acknowledgments, consents, or estoppel certificates reasonably requested by Beneficiary or the Administrative Agent in connection with the financing or refinancing of the Project.
Section 10.14 Relationship to PPA Credit Support. This Guaranty is provided in addition to, and not in substitution for, any other form of credit support required to be provided by Buyer under the PPA, including without limitation any letter of credit, cash deposit, or other security. Beneficiary's acceptance of this Guaranty shall not limit, reduce, or otherwise affect Beneficiary's rights to require Buyer to provide additional or replacement credit support upon the occurrence of any event specified in the PPA or in this Guaranty (including a credit rating downgrade as described in Section 4.4), nor shall Beneficiary be required to draw upon or exhaust its rights under this Guaranty before drawing upon or enforcing any other form of credit support provided by Buyer or any other person or entity.
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and delivered by its authorized officer as of the date first written above.
GUARANTOR:
MERIDIAN DATACORE SOLUTIONS INC.
By: ________
Name: ________
Title: ________
Date: ________
[Anticipated signatories: Thomas Vellinger, Chief Executive Officer, or Priya Chandrasekaran, Chief Financial Officer]
ACKNOWLEDGED AND ACCEPTED by Beneficiary as of the date first written above:
BENEFICIARY:
SAGUARO FLATS SOLAR LLC
By: Calloway-Briggs Renewables Inc., its Manager
By: ________
Name: ________
Title: ________
Date: ________
[Anticipated signatories: Lena Calloway-Briggs, Chairwoman & Chief Executive Officer, or Marcus Tiernan, President & Chief Operating Officer, of Calloway-Briggs Renewables Inc., in its capacity as Manager of Saguaro Flats Solar LLC]
SCHEDULE 1
IDENTIFICATION OF GUARANTEED OBLIGATIONS
This Schedule 1 is attached to and made a part of that certain Guaranty Agreement dated as of ___, 2025 (the "Guaranty"), by Meridian DataCore Solutions Inc. ("Guarantor") in favor of Saguaro Flats Solar LLC ("Beneficiary"). Capitalized terms used but not defined in this Schedule 1 shall have the meanings ascribed to such terms in the Guaranty.
1. Underlying Agreement:
Power Purchase Agreement dated as of ___, 2025, between Saguaro Flats Solar LLC, as Seller, and Meridian DataCore Solutions Inc., as Buyer (the "PPA").
2. Parties to the PPA: