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

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CONSENT TO COLLATERAL ASSIGNMENT AND LENDER DIRECT AGREEMENT

among

SAGUARO FLATS SOLAR LLC, as Seller,

MERIDIAN DATACORE SOLUTIONS INC., as Buyer,

and

TRALVENDO NATIONAL BANK, N.A., as Administrative Agent for the Secured Parties

Dated as of [●], 2025

Relating to that certain Power Purchase Agreement dated as of [●], 2025, between Saguaro Flats Solar LLC and Meridian DataCore Solutions Inc., for the Saguaro Flats Solar Project, Pecos County, Texas

DRAFT — Prepared by Calderwood & Harkness LLP (Matter No. 1015-00002) for negotiation purposes. Subject to review by Whitfield Stroval & Cade LLP (lender's counsel) and Hargrove & Linden LLP (buyer's counsel).

Prepared by: Helen Nakamura, Of Counsel, Project Finance, Calderwood & Harkness LLP, 1100 Louisiana Street, Suite 4500, Houston, TX 77002. Telephone: (713) 555-4100. Email: hnakamura@calderwoodharkness.com.

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CONSENT TO COLLATERAL ASSIGNMENT AND LENDER DIRECT AGREEMENT

This CONSENT TO COLLATERAL ASSIGNMENT AND LENDER DIRECT AGREEMENT (this "Agreement" or "Consent Agreement") is entered into as of [●], 2025, by and among:

(1) SAGUARO FLATS SOLAR LLC, a Delaware limited liability company ("Seller");

(2) MERIDIAN DATACORE SOLUTIONS INC., a Delaware corporation ("Buyer"); and

(3) TRALVENDO NATIONAL BANK, N.A., a national banking association, in its capacity as administrative agent for the Secured Parties (as defined herein) under the Credit Agreement (as defined herein) ("Administrative Agent").

Seller, Buyer, and Administrative Agent are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

A. The Power Purchase Agreement. Saguaro Flats Solar LLC, a Delaware limited liability company ("Seller"), and Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer"), have entered into (or will enter into) that certain Power Purchase Agreement dated as of [●], 2025 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "PPA"). The PPA is a twenty (20)-year virtual (financial) power purchase agreement structured as a contract for differences for the energy output of the Saguaro Flats Solar Project (as defined below). The Saguaro Flats Solar Project is a 150 MWac (195 MWdc) ground-mounted, single-axis tracking solar photovoltaic generating facility to be located on approximately 1,400 acres in Pecos County, Texas, with a site address along FM Road 1776, approximately twelve (12) miles southeast of Fort Stockton, TX 79735 (the "Project" or the "Facility"). Settlement under the PPA occurs at the ERCOT West Hub. The initial contract price under the PPA is Twenty Dollars ($20.00) per megawatt-hour ($/MWh), with a one and one-half percent (1.50%) annual compounding escalator commencing in Year 6 of the PPA term. The aggregate nominal value of the PPA over the twenty (20)-year term from the Commercial Operation Date (expected to occur on or about April 1, 2027) is approximately One Hundred Forty Million Dollars ($140,000,000).

B. The Credit Agreement and Secured Obligations. Seller has entered into (or will enter into) that certain Credit Agreement dated as of [●], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") among Seller, as Borrower, Tralvendo National Bank, N.A., as Administrative Agent and Lead Arranger, and the lenders party thereto from time to time (collectively, the "Lenders" and, together with Administrative Agent, the "Secured Parties"). The syndicate of Lenders under the Credit Agreement comprises: Tralvendo National Bank, N.A. (with a hold amount of Twenty-One Million Dollars ($21,000,000)); Osprey Commercial Lending Corp. (with a hold amount of Thirty-Six Million Dollars ($36,000,000)); Grandview Savings Bank, FSB (with a hold amount of Twenty-Seven Million Dollars ($27,000,000)); and Blue Prairie Capital Markets LLC (with a hold amount of Twenty-Four Million Dollars ($24,000,000)). The Credit Agreement provides for a senior secured construction-to-term loan facility in the aggregate principal amount of One Hundred Eight Million Dollars ($108,000,000) to finance the development, construction, and operation of the Project, with total project costs estimated at approximately One Hundred Fifty-Four Million Three Hundred Thousand Dollars ($154,300,000), resulting in a debt-to-equity ratio of approximately 70/30.

C. Collateral Assignment. As security for Seller's obligations under the Credit Agreement and the other financing documents executed in connection therewith (collectively, the "Secured Obligations"), Seller has assigned, pledged, and granted to Administrative Agent, for the benefit of the Secured Parties, a first-priority security interest in, among other collateral, all of Seller's right, title, and interest in, to, and under the PPA (the "Collateral Assignment"). The Collateral Assignment is set forth in that certain Security Agreement dated as of [●], 2025, between Seller and Administrative Agent (the "Security Agreement").

D. Purpose of This Agreement. The Credit Agreement and the Security Agreement require, as a condition precedent to the initial borrowing thereunder, that Buyer consent to the Collateral Assignment and agree to the terms and conditions of this Consent to Collateral Assignment and Lender Direct Agreement. Exhibit F to the PPA contemplates the delivery of this form of Consent Agreement in connection with any financing by Seller of the Project. Buyer is willing to grant such consent and enter into this Agreement on the terms and conditions set forth herein.

E. Identification of Counsel. The Parties acknowledge that: (i) Seller is represented by Calderwood & Harkness LLP, 1100 Louisiana Street, Suite 4500, Houston, TX 77002; (ii) Administrative Agent and the Lenders are represented by Whitfield Stroval & Cade LLP, 51 West 52nd Street, 30th Floor, New York, NY 10019 (lead partner: Philip Thornton); and (iii) Buyer is represented by Hargrove & Linden LLP, 300 Congress Avenue, Suite 2200, Austin, TX 78701 (lead partner: Evelyn Crumveth).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the PPA.

"Administrative Agent" means Tralvendo National Bank, N.A., a national banking association with its headquarters located at 600 Main Street, Suite 3000, Dallas, TX 75202, in its capacity as administrative agent under the Credit Agreement, and its successors and assigns in such capacity. The key contact for the Administrative Agent for purposes of this Agreement is Diane Roessler, Director, Project Finance.

"Buyer" means Meridian DataCore Solutions Inc., a Delaware corporation, with its principal executive offices located at 700 Lakeshore Parkway, Building C, Austin, TX 78746, and whose common stock is listed on the Nasdaq Stock Market under the ticker symbol "MDCS," and its successors and permitted assigns.

"Buyer Event of Default" has the meaning ascribed to such term in the PPA.

"Buyer Guaranty" means the corporate guaranty of Meridian DataCore Solutions Inc. in favor of Saguaro Flats Solar LLC in the amount of Fourteen Million Dollars ($14,000,000), as described in PPA Exhibit C and the Buyer Guaranty Agreement referenced therein.

"Business Day" means any day other than a Saturday, Sunday, or a day on which commercial banks in New York, New York, Dallas, Texas, or Austin, Texas are authorized or required by law or executive order to close.

"Collateral Assignment" means the assignment by Seller to Administrative Agent, for the benefit of the Secured Parties, of all of Seller's right, title, and interest in, to, and under the PPA as security for Seller's Secured Obligations, as described in the Security Agreement and as consented to pursuant to Article II of this Agreement.

"Commercial Operation Date" or "COD" has the meaning ascribed to such term in the PPA. The COD is expected to occur on or about April 1, 2027.

"Credit Agreement" has the meaning set forth in Recital B.

"Cure Period" has the meaning set forth in Section 4.2.

"Designee" has the meaning set forth in Section 5.1(a).

"EPC Contractor" means Sunbelt Power Construction LLC, the engineering, procurement, and construction contractor for the Project.

"Facility" or "Project" means the Saguaro Flats Solar Project, as more fully described in the Recitals and in Exhibit A to the PPA, including all improvements, fixtures, equipment, and appurtenances now or hereafter located on or forming a part of the Project site in Pecos County, Texas.

"Independent Engineer" means Gresham Engineering Advisors Inc., the independent engineer retained in connection with the Credit Agreement to review and report on the construction, commissioning, and operation of the Project.

"Lenders" means the financial institutions party to the Credit Agreement from time to time as lenders, including (as of the date hereof) Tralvendo National Bank, N.A., Osprey Commercial Lending Corp., Grandview Savings Bank, FSB, and Blue Prairie Capital Markets LLC.

"New PPA" has the meaning set forth in Section 5.3(a).

"PPA" has the meaning set forth in Recital A.

"PPA Expiration Date" means March 31, 2047 (being twenty (20) years from the expected COD of April 1, 2027), subject to adjustment in accordance with the terms of the PPA to reflect any change in the actual COD.

"Replacement Seller" has the meaning set forth in Section 5.1(c).

"Secured Obligations" means all obligations of Seller under or in connection with the Credit Agreement, the Security Agreement, and any other financing documents entered into in connection with the Credit Agreement, including all principal, interest, fees, costs, expenses, indemnification obligations, and other amounts owing by Seller to the Secured Parties.

"Secured Parties" means, collectively, Administrative Agent and the Lenders, and their respective successors and assigns.

"Security Agreement" has the meaning set forth in Recital C.

"Seller" means Saguaro Flats Solar LLC, a Delaware limited liability company, managed by Calloway-Briggs Renewables Inc., a Delaware corporation, and its successors and permitted assigns (including any Replacement Seller that assumes the obligations of Seller in accordance with Article V).

"Seller Event of Default" has the meaning ascribed to such term in the PPA.

"Step-In" has the meaning set forth in Section 5.1(a).

Capitalized terms used in this Agreement that are defined in the PPA and not otherwise defined herein shall have the respective meanings given to such terms in the PPA. In the event any capitalized term is defined both in this Agreement and in the PPA, the definition set forth in this Agreement shall control for purposes of this Agreement.

Section 1.2 — Rules of Interpretation

The following rules of interpretation shall apply to this Agreement:

(a) The headings and captions in this Agreement are included for convenience of reference only and shall not affect the construction or interpretation of any provision of this Agreement.

(b) Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing one gender include all genders.

(c) The word "including" (and correlative words such as "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(d) References to any Article, Section, Exhibit, or Schedule are to Articles, Sections, Exhibits, and Schedules of this Agreement, unless otherwise expressly stated.

(e) References to any agreement, instrument, or other document include all amendments, supplements, restatements, modifications, and replacements thereof, except to the extent that any such amendment, supplement, restatement, modification, or replacement is prohibited by the terms of this Agreement.

(f) References to a "person" include any individual, corporation, partnership, limited liability company, joint venture, trust, association, unincorporated organization, governmental authority, or other entity.

(g) References to "days" mean calendar days unless otherwise specified. If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement falls on a day that is not a Business Day, the time for the giving of such notice or the performance of such act shall be extended to the next succeeding Business Day.

(h) This Agreement shall be interpreted and construed in accordance with the laws of the State of New York, as set forth more fully in Section 8.3.

(i) The Parties acknowledge that each Party and its counsel have reviewed and participated in the drafting of this Agreement and that no rule of construction to the effect that ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Agreement.

Section 1.3 — Conflicts

In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the PPA, the terms and conditions of this Agreement shall control as among all three Parties; provided, however, that as between Seller and Buyer only (and not as to Administrative Agent or any other Secured Party), the terms and conditions of the PPA shall control, except to the extent expressly modified by this Agreement. Nothing in this Agreement shall be construed to modify the rights and obligations of Seller and Buyer under the PPA except as expressly set forth herein.

ARTICLE II — CONSENT TO COLLATERAL ASSIGNMENT

Section 2.1 — Buyer's Consent

Buyer hereby irrevocably and unconditionally consents to the Collateral Assignment of the PPA by Seller to Administrative Agent, for the benefit of the Secured Parties, as security for the Secured Obligations, as described in the Security Agreement. Such consent is given without reservation and without any condition other than the terms and conditions set forth in this Agreement.

Buyer acknowledges and agrees that the Collateral Assignment does not constitute a "change of control" of Seller, or an "assignment" or "transfer" of the PPA requiring Buyer's consent under the PPA (other than this Agreement itself, which Buyer is executing concurrently herewith). Buyer further acknowledges that it has been advised that the Credit Agreement facility is in the aggregate principal amount of One Hundred Eight Million Dollars ($108,000,000) and that the proceeds of such facility will be used to finance the development, construction, and operation of the Project.

Buyer represents and acknowledges that the form of this Consent Agreement was contemplated by Exhibit F to the PPA, and that the execution and delivery of this Agreement satisfies the requirements of the PPA with respect to any consent or acknowledgment required to be delivered by Buyer in connection with any project-level financing by Seller.

Section 2.2 — No Release of Seller

The Collateral Assignment shall not release, discharge, or relieve Seller from any of its obligations, duties, or liabilities under the PPA. Seller shall remain primarily and fully liable for all obligations under the PPA, and the granting of the Collateral Assignment and the execution of this Agreement shall not in any way impair, diminish, or otherwise affect Buyer's rights against Seller under the PPA, unless and until a Replacement Seller or Designee assumes the obligations of Seller under the PPA pursuant to, and in accordance with, Article V of this Agreement. For the avoidance of doubt, Administrative Agent shall have no obligations to Buyer under the PPA solely by reason of the Collateral Assignment; Administrative Agent's obligations, if any, shall arise only in connection with a Step-In or the execution of a New PPA, as and to the extent provided in Article V.

Section 2.3 — No Modification Without Consent

Seller and Buyer shall not, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent's sole discretion), amend, modify, supplement, restate, terminate (other than in accordance with this Agreement), rescind, or waive any material provision of the PPA, including without limitation any provision relating to:

(a) the contract price, the price escalation schedule, or the methodology for calculating settlement amounts;

(b) the term of the PPA, the PPA Expiration Date, or the expected or actual Commercial Operation Date;

(c) availability guarantee thresholds, availability liquidated damages amounts, excused availability shortfalls, or any related termination triggers or buyout provisions;

(d) change of control provisions applicable to either Seller or Buyer, including the definition of "change of control" and the rights and remedies of the parties upon a change of control;

(e) credit support requirements, including the amount, form, tenor, or issuer of the Seller letter of credit, the Buyer Guaranty, or any replacement or substitute credit support;

(f) the definition, scope, or consequences of "force majeure" events, including any cap on force majeure extensions;

(g) the allocation of curtailment risk between Seller and Buyer, including economic curtailment, reliability curtailment, and transmission constraints;

(h) events of default, termination events, or the rights and remedies of the parties upon default or termination, including termination payment calculations;

(i) the governing law or dispute resolution provisions of the PPA; or

(j) any provision of the PPA that is expressly referenced in the Credit Agreement or the Security Agreement as a material term.

Any purported amendment, modification, supplement, restatement, termination, rescission, or waiver of any material provision of the PPA made without the prior written consent of Administrative Agent shall be void and of no effect as against Administrative Agent and the Secured Parties.

Section 2.4 — Copies of Notices

Buyer shall deliver to Administrative Agent a copy of any notice, demand, request, claim, or other communication given by Buyer to Seller under the PPA, simultaneously with delivery to Seller or, if simultaneous delivery is not practicable, promptly (but in no event later than five (5) Business Days) after delivery to Seller. Without limiting the generality of the foregoing, such obligation shall apply to any notice of a Seller Event of Default, any notice of termination or intent to terminate, any demand for payment, any notice of curtailment or force majeure, any notice of a claimed breach, and any notice exercising or reserving rights under the PPA.

All notices to Administrative Agent under this Agreement shall be sent to:

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

Attention: Diane Roessler, Director, Project Finance

Telephone: (214) 555-7800

Email: droessler@crestmarkbank.com

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

Whitfield Stroval & Cade LLP 51 West 52nd Street, 30th Floor New York, NY 10019

Attention: Philip Thornton

Telephone: (212) 555-3200

Email: pthornton@wjclaw.com

The failure of Buyer to deliver any copy of any notice to Administrative Agent as required by this Section 2.4 shall not affect the validity of any such notice as between Buyer and Seller under the PPA, but shall extend any applicable Cure Period under Article IV by the number of days by which such delivery to Administrative Agent is delayed beyond the period specified above.

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.1 — Representations and Warranties of Seller

Seller hereby represents and warrants to Administrative Agent and Buyer, as of the date hereof, as follows:

(a) Organization and Good Standing. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Seller's Employer Identification Number is 93-1284506. Seller's registered agent in the State of Delaware is Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904. Seller is duly qualified to do business and is in good standing in the State of Texas and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on Seller's ability to perform its obligations under the PPA or this Agreement.

(b) Management. Seller is managed by Calloway-Briggs Renewables Inc., a Delaware corporation (EIN: 82-4637201), which serves as the sole Manager of Seller pursuant to Seller's limited liability company agreement. Calloway-Briggs Renewables Inc. is the sole member of Seller.

(c) Authority and Enforceability. Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary action on the part of Seller, including all requisite approvals of its Manager and sole member. This Agreement has been duly executed and delivered by Seller and constitutes a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(d) PPA in Full Force and Effect. The PPA is in full force and effect and has not been amended, modified, supplemented, or restated except as disclosed to Administrative Agent in writing prior to the date hereof. The PPA constitutes a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(e) No Seller Event of Default. No Seller Event of Default, and no event or condition that with the giving of notice, the lapse of time, or both, would constitute a Seller Event of Default, has occurred and is continuing as of the date hereof.

(f) No Prior Assignment. Seller has not previously assigned, pledged, hypothecated, or otherwise encumbered its right, title, or interest in, to, or under the PPA, and the PPA is free and clear of all liens, claims, encumbrances, and security interests, other than the Collateral Assignment in favor of Administrative Agent for the benefit of the Secured Parties and any rights of Buyer under the PPA.

(g) No Conflicts. The execution, delivery, and performance of this Agreement by Seller do not and will not (i) conflict with, violate, or result in a breach of Seller's certificate of formation or limited liability company agreement, (ii) conflict with, violate, or result in a breach of any applicable federal, state, or local law, statute, rule, regulation, order, judgment, decree, or permit applicable to Seller, or (iii) conflict with, violate, or result in a breach of, or constitute a default under, any material agreement, instrument, or obligation to which Seller is a party or by which Seller or any of its properties or assets is bound, including the PPA, the Credit Agreement, and the Security Agreement.

Section 3.2 — Representations and Warranties of Buyer

Buyer hereby represents and warrants to Administrative Agent and Seller, as of the date hereof, as follows:

(a) Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer's Employer Identification Number is 47-5918320. Buyer's common stock is publicly traded on the Nasdaq Stock Market under the ticker symbol "MDCS." Buyer is duly qualified to do business and is in good standing in the State of Texas and in each other jurisdiction where the nature of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on Buyer's ability to perform its obligations under the PPA or this Agreement.

(b) Authority and Enforceability. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary corporate action on the part of Buyer, including any requisite approvals of its board of directors or authorized committee thereof. This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(c) PPA in Full Force and Effect. The PPA is in full force and effect and constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(d) No Buyer Event of Default. No Buyer Event of Default, and no event or condition that with the giving of notice, the lapse of time, or both, would constitute a Buyer Event of Default, has occurred and is continuing as of the date hereof.

(e) No Known Seller Event of Default. To Buyer's actual knowledge as of the date hereof, no Seller Event of Default has occurred and is continuing.

Section 3.3 — Representations and Warranties of Administrative Agent

Administrative Agent hereby represents and warrants to Seller and Buyer, as of the date hereof, as follows:

(a) Organization and Good Standing. Administrative Agent is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, chartered and supervised by the Office of the Comptroller of the Currency.

(b) Authority and Enforceability. Administrative Agent has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of the Secured Parties. The execution, delivery, and performance of this Agreement by Administrative Agent have been duly authorized by all necessary corporate action on the part of Administrative Agent. This Agreement has been duly executed and delivered by Administrative Agent and constitutes a legal, valid, and binding obligation of Administrative Agent, enforceable against Administrative Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

ARTICLE IV — CURE RIGHTS

Section 4.1 — Notice of Seller Event of Default

(a) Before exercising any right to terminate the PPA, or to suspend performance or withhold payment under the PPA, as a result of a Seller Event of Default, Buyer shall provide written notice of such Seller Event of Default to Administrative Agent simultaneously with delivery of the corresponding notice to Seller under the PPA, or, if simultaneous delivery is not practicable, within five (5) Business Days after delivery of such notice to Seller.

(b) Buyer shall identify in such notice to Administrative Agent, with reasonable specificity: (i) the nature and a description of the Seller Event of Default (including, to the extent known, the date of the occurrence giving rise to the Seller Event of Default); (ii) the applicable provision(s) of the PPA under which the Seller Event of Default has occurred; (iii) the applicable cure period, if any, available to Seller under the PPA; and (iv) the remedies that Buyer intends to pursue or reserves the right to pursue under the PPA.

(c) No termination of the PPA by Buyer for a Seller Event of Default shall be effective unless and until: (i) Buyer has provided notice to Administrative Agent in accordance with this Section 4.1; and (ii) the Cure Period (as defined in Section 4.2 below) applicable to such Seller Event of Default has expired without cure of such Seller Event of Default by Seller, Administrative Agent, or any other person acting on behalf of Administrative Agent.

Section 4.2 — Cure Period

(a) Right to Cure. Administrative Agent shall have the right, but not the obligation, to cure any Seller Event of Default under the PPA. Administrative Agent may exercise such cure right directly or through its agents, contractors, or designees.

(b) Definition of Cure Period. For purposes of this Agreement, "Cure Period" means the following periods, as applicable:

(i) Monetary Defaults. With respect to any Seller Event of Default that is monetary in nature (including, without limitation, a failure by Seller to pay amounts due under the PPA, or a failure by Seller to post or maintain the Seller irrevocable standby letter of credit in the amount of Seven Million Dollars ($7,000,000), or such reduced amount as may be applicable under PPA Exhibit D), a period of thirty (30) days after Administrative Agent's receipt of Buyer's notice under Section 4.1. Such thirty (30)-day period shall run concurrently with, or following, any cure period available to Seller under the PPA; provided that in no event shall the total cure period available to Seller and Administrative Agent, taken together, be less than the sum of (A) Seller's cure period under the PPA, plus (B) thirty (30) additional days for Administrative Agent.

(ii) Non-Monetary Defaults (Susceptible of Cure). With respect to any Seller Event of Default that is non-monetary in nature and that is reasonably susceptible of cure, a period of ninety (90) days after Administrative Agent's receipt of Buyer's notice under Section 4.1, in addition to any cure period available to Seller under the PPA; provided that if such non-monetary default cannot reasonably be cured within such ninety (90)-day period despite Administrative Agent's diligent efforts to cure, Administrative Agent shall have such additional time as is reasonably necessary to effect such cure, so long as Administrative Agent has commenced cure activities within such ninety (90)-day period and is diligently and continuously pursuing a cure. In no event shall such extended cure period exceed an additional one hundred eighty (180) days (for a total of two hundred seventy (270) days from Administrative Agent's receipt of notice), unless Buyer provides its prior written consent to a further extension.

(iii) Bankruptcy Defaults. With respect to any Seller Event of Default arising from a voluntary or involuntary filing for bankruptcy, insolvency, reorganization, receivership, or similar proceedings involving Seller, a period of ninety (90) days after Administrative Agent's receipt of Buyer's notice under Section 4.1, during which time Administrative Agent may pursue remedies under the Credit Agreement and Security Agreement (including foreclosure on the Collateral Assignment) and seek to effect a Step-In or New PPA pursuant to Article V.

(c) Standstill During Cure Period. During the applicable Cure Period, Buyer shall not terminate the PPA, or exercise any right or remedy under the PPA in respect of such Seller Event of Default (including, without limitation, drawing upon the Seller letter of credit on account of such Seller Event of Default), except as follows: (i) Buyer's rights to receive all payments then due and owing under the PPA shall not be suspended, impaired, or delayed; (ii) Buyer shall be entitled to continue to receive performance from Seller or any substitute entity performing Seller's obligations during the Cure Period; and (iii) Buyer shall be entitled to exercise self-help remedies to the extent expressly permitted under the PPA that do not result in the termination of the PPA.

Section 4.3 — Buyer's Obligation to Accept Cure

If Administrative Agent (or any person acting on behalf of Administrative Agent) cures a Seller Event of Default within the applicable Cure Period in a manner that satisfies the requirements for cure set forth in the PPA, Buyer shall accept such cure as if it had been performed by Seller, and the applicable Seller Event of Default shall be deemed cured and of no further force or effect for all purposes under the PPA and this Agreement. The curing of any Seller Event of Default by Administrative Agent shall not be deemed an assumption by Administrative Agent of any obligations of Seller under the PPA, nor shall it create any ongoing obligation on the part of Administrative Agent to cure any future Seller Event of Default. Following a cure by Administrative Agent, all rights and obligations under the PPA shall continue in full force and effect in accordance with their terms.

Section 4.4 — No Obligation to Cure

Nothing in this Agreement shall be construed to obligate Administrative Agent, any Lender, or any other Secured Party to cure any Seller Event of Default, to perform any obligation of Seller under the PPA, or to undertake any action with respect to the Project. The cure rights set forth in this Article IV are granted for the benefit of the Secured Parties, and the exercise or non-exercise of such rights shall be in the sole discretion of Administrative Agent (acting in accordance with the Credit Agreement and the instructions of the Required Lenders, as applicable). The failure of Administrative Agent to exercise any cure right shall not constitute a waiver of any other right or remedy of Administrative Agent or the Secured Parties under this Agreement, the Credit Agreement, the Security Agreement, or any other financing document.

ARTICLE V — STEP-IN RIGHTS AND REPLACEMENT PPA

Section 5.1 — Step-In Rights

(a) Right to Step In. Upon the occurrence of a Seller Event of Default that is not cured within the applicable Cure Period set forth in Section 4.2, or upon the exercise of remedies by Administrative Agent under the Credit Agreement, the Security Agreement, or any other financing document (including, without limitation, foreclosure on, acceptance of, or other realization upon, the collateral pledged under the Security Agreement, including the Collateral Assignment), Administrative Agent, or any designee, nominee, transferee, assign, or purchaser at a foreclosure sale designated by Administrative Agent (each, a "Designee"), shall have the right (but not the obligation) to assume all of Seller's rights and obligations under the PPA (a "Step-In"). For the avoidance of doubt, the right to effect a Step-In may be exercised by Administrative Agent or its Designee regardless of whether Administrative Agent has previously exercised its cure rights under Article IV.

(b) Notice of Step-In. Administrative Agent shall provide written notice to Buyer of any Step-In within thirty (30) days of the later of: (i) the expiration of the applicable Cure Period (without cure), and (ii) the exercise of remedies by Administrative Agent or its Designee under the Credit Agreement or Security Agreement, as applicable. Such notice shall identify the entity that will assume the obligations of Seller under the PPA (whether Administrative Agent itself or a Designee) and shall include the name, address, and contact information of such entity.

(c) Assumption by Replacement Seller. A Designee (or Administrative Agent itself, as applicable) that assumes the PPA pursuant to a Step-In shall be a "Replacement Seller" for all purposes under this Agreement and shall be bound by all terms, conditions, obligations, covenants, and restrictions of the PPA as if such Replacement Seller were the original Seller. The Replacement Seller shall assume all obligations of Seller under the PPA arising from and after the date of the Step-In.

(d) Buyer's Recognition of Replacement Seller. Upon a Step-In, Buyer shall recognize the Replacement Seller as the counterparty under the PPA in place of the original Seller and shall continue to perform all of Buyer's obligations under the PPA in favor of the Replacement Seller, without set-off, counterclaim, defense, or deduction of any kind, except (i) defenses that relate to acts or omissions of the Replacement Seller occurring after the date of the Step-In, and (ii) any rights of set-off or counterclaim that Buyer would have under the PPA irrespective of the identity of the Seller.

Section 5.2 — Qualifications of Replacement Seller

(a) Any Replacement Seller shall satisfy the following requirements:

(i) Entity Type and Business. The Replacement Seller shall be a single-purpose entity formed for the purpose of owning and operating the Project, or an entity whose primary business includes the ownership, development, or operation of renewable energy generation facilities, and in either case shall be organized under the laws of a state of the United States or the District of Columbia.

(ii) Governmental Permits and Approvals. The Replacement Seller shall possess, or shall obtain within a reasonable period of time following the Step-In (but in no event later than ninety (90) days after the date of the Step-In), all governmental permits, licenses, authorizations, and approvals necessary to own and operate the Project in compliance with all applicable laws, including without limitation: (A) the Pecos County Conditional Use Permit (CUP-2025-012); (B) compliance with the ERCOT Large Generation Interconnection Agreement (ERCOT Queue Position: ERCOT-GI-2024-0437) and interconnection at the Ft. Stockton 345 kV Substation via West Texas Wires LLC; and (C) all other federal, state, and local environmental, land use, building, and electrical permits required for the operation of the Facility.

(iii) Assumption of Obligations. The Replacement Seller shall assume, by written instrument delivered to Buyer, all obligations of Seller under the PPA arising from and after the date of the Step-In, including without limitation obligations relating to the posting and maintenance of credit support in accordance with PPA Exhibit D.

(b) Buyer Consent. Buyer shall not unreasonably withhold, condition, or delay its consent to a Replacement Seller that satisfies the requirements of Section 5.2(a). Any such consent shall be deemed given if Buyer fails to object in writing within fifteen (15) Business Days after receipt of written notice identifying the proposed Replacement Seller, together with reasonable evidence of the Replacement Seller's satisfaction of the requirements of Section 5.2(a).

(c) Creditworthy Replacement Seller. Notwithstanding Section 5.2(b), Buyer's consent shall not be required if the Replacement Seller (or any parent company or guarantor of the Replacement Seller) has (i) a tangible net worth of at least One Hundred Million Dollars ($100,000,000) as reflected in its most recently audited financial statements prepared in accordance with generally accepted accounting principles, or (ii) an investment-grade credit rating (i.e., BBB-/Baa3 or higher, or the equivalent) from at least one nationally recognized statistical rating organization or comparable credit rating agency (including, without limitation, Pinnacle Ratings Group or any equivalent agency). In such event, Administrative Agent shall provide Buyer with reasonable documentation evidencing satisfaction of the requirements of this Section 5.2(c).

Section 5.3 — Right to Enter New PPA

(a) New PPA Obligation. If the PPA is terminated for any reason (including termination for a Seller Event of Default or by operation of law) or is rejected by a trustee or debtor-in-possession in a bankruptcy or insolvency proceeding involving Seller, and Administrative Agent has not theretofore effected a Step-In pursuant to Section 5.1, Buyer shall, upon the written request of Administrative Agent delivered within ninety (90) days after such termination or rejection, enter into a new power purchase agreement (a "New PPA") with Administrative Agent or its Designee on terms and conditions substantially similar in all material respects to the PPA (including, without limitation, the remaining term, contract price, escalation schedule, availability guarantee, curtailment provisions, credit support requirements, and other material economic and operational terms), except that:

(i) the New PPA shall not require the new Seller to cure any defaults of the prior Seller that are personal to the prior Seller or that are not reasonably susceptible of cure by the new Seller (including, without limitation, defaults arising from the prior Seller's bankruptcy or insolvency); and

(ii) the New PPA shall reflect any necessary modifications to account for the changed identity of Seller, updated representations and warranties, and any intervening changes in applicable law that would require modification.

(b) Term of New PPA. The New PPA shall have a term commencing on the date of execution thereof and expiring on the date that is equal to the remaining term of the PPA as of the date of termination or rejection of the PPA, with an expiration date no later than March 31, 2047. For the avoidance of doubt, the contract price applicable under the New PPA shall be the contract price that would have been applicable under the PPA for the corresponding period, after giving effect to the annual escalation schedule.

(c) Conditions to New PPA. Buyer's obligation to enter into a New PPA under this Section 5.3 is conditioned upon: (i) Administrative Agent's or its Designee's written assumption of all obligations of Seller under the New PPA from and after its effective date; and (ii) the Replacement Seller meeting the qualifications set forth in Section 5.2(a), subject to the consent provisions (or exemptions therefrom) of Sections 5.2(b) and 5.2(c). Buyer shall not be required to enter into a New PPA if more than ninety (90) days have elapsed since the termination or rejection of the PPA without Administrative Agent having delivered the written request contemplated by Section 5.3(a).

Section 5.4 — Transfer of Project

Upon a Step-In or the entry into a New PPA pursuant to this Article V, Administrative Agent or its Designee shall use commercially reasonable efforts to ensure continuity of Project operations, including without limitation:

(a) maintaining the engineering, procurement, and construction contract with Sunbelt Power Construction LLC, or, if such contract has been terminated or is no longer in effect, engaging a replacement contractor of comparable experience and qualifications;

(b) maintaining insurance coverage in accordance with PPA Exhibit E (Insurance Requirements), including builder's risk insurance from Commonwealth Mutual Insurance Co. (or a replacement insurer with comparable credit quality and coverage limits) and commercial general liability insurance from Ridgeway Casualty Group Inc. (or a replacement insurer with comparable credit quality and coverage limits);

(c) maintaining compliance with all applicable ERCOT protocols, operating guides, and requirements, including obligations under the Large Generation Interconnection Agreement (ERCOT Queue Position: ERCOT-GI-2024-0437) and the interconnection agreement with West Texas Wires LLC at the Ft. Stockton 345 kV Substation; and

(d) maintaining and complying with all governmental permits, approvals, and authorizations required for the ownership and operation of the Project.

Administrative Agent or its Designee shall keep Buyer reasonably informed of the status of Project operations during any transition period following a Step-In.

ARTICLE VI — CHANGE OF CONTROL

Section 6.1 — Change of Control Provisions under the PPA

Buyer acknowledges and agrees that, to the extent the PPA contains change of control provisions applicable to Seller (including, without limitation, any provisions requiring notice, consent, or triggering termination rights or termination payment obligations upon a change in the direct or indirect ownership or control of Seller), any exercise by Administrative Agent or its Designee of: (a) Step-In rights under Article V; (b) foreclosure rights under the Credit Agreement, the Security Agreement, or applicable law; (c) acceptance of collateral in satisfaction of the Secured Obligations; or (d) any other remedies under the Credit Agreement, the Security Agreement, or any other financing document, shall not constitute a "change of control" of Seller for purposes of the PPA and shall not trigger any consent requirement, notice obligation, termination right, termination payment obligation, or other adverse consequence under the change of control provisions of the PPA.

For the avoidance of doubt, the Collateral Assignment and any subsequent transfer, assignment, conveyance, or foreclosure in favor of Administrative Agent, any Designee, or any Replacement Seller in connection with the exercise of remedies under the financing documents shall be deemed a "Permitted Transfer" (or, if no such defined term exists, an expressly permitted transaction) under the PPA, and Buyer hereby waives any right to withhold consent to, or object to, any such transfer, assignment, conveyance, or foreclosure.

Section 6.2 — Lender Consent to Change of Control

Buyer acknowledges that the Credit Agreement requires that any change of control of Seller (including, without limitation, any direct or indirect transfer of more than fifty percent (50%) of the equity interests in Saguaro Flats Solar LLC to a person that is not an affiliate of Calloway-Briggs Renewables Inc.) receive the prior written consent of Administrative Agent (acting on behalf of the Required Lenders under the Credit Agreement). Nothing in this Agreement shall limit, waive, or modify the rights of Administrative Agent or the Secured Parties under the Credit Agreement with respect to any change of control of Seller, and Buyer acknowledges that compliance with the change of control provisions of the Credit Agreement is a matter solely between Seller and the Secured Parties.

ARTICLE VII — PAYMENTS AND CREDIT SUPPORT

Section 7.1 — Direction of Payments

(a) Payment Redirection. Upon receipt of written notice from Administrative Agent to Buyer stating that: (i) a default or event of default has occurred under the Credit Agreement; and (ii) Administrative Agent is exercising its remedies under the Credit Agreement and the Security Agreement (including, without limitation, its rights under the Collateral Assignment), Buyer shall, commencing with the next payment due under the PPA after receipt of such notice, redirect all payments, settlement amounts, and other sums owing by Buyer under the PPA to such bank account or accounts as Administrative Agent shall designate in writing in such notice or in a subsequent written instruction. Such redirection shall continue until such time as Administrative Agent provides Buyer with written notice that such redirection is no longer required or that the Secured Obligations have been satisfied in full and the Credit Agreement has been terminated.

(b) Buyer Reliance and Discharge. Buyer shall be entitled to rely on any notice received from Administrative Agent under Section 7.1(a) without any obligation to verify the occurrence or continuation of any default or event of default under the Credit Agreement, and Buyer shall incur no liability to Seller, Administrative Agent, or any other person for payments made in good faith in accordance with Administrative Agent's written direction. Payments made by Buyer to accounts designated by Administrative Agent shall constitute a discharge of Buyer's payment obligations under the PPA to the same extent as if such payments had been made directly to Seller. Seller hereby irrevocably consents to Buyer's compliance with any payment redirection notice issued by Administrative Agent in accordance with this Section 7.1 and agrees that it shall have no claim against Buyer for any payments so redirected.

Section 7.2 — Seller Credit Support

The Parties acknowledge that the PPA requires Seller to post and maintain an irrevocable standby letter of credit in favor of Buyer in the initial amount of Seven Million Dollars ($7,000,000), in the form set forth in PPA Exhibit D (the "Seller Letter of Credit"). The Seller Letter of Credit is subject to reduction to Three Million Five Hundred Thousand Dollars ($3,500,000) after the fifth (5th) anniversary of the Commercial Operation Date, provided that no Seller Event of Default is then outstanding. Buyer acknowledges and agrees that the Seller Letter of Credit may be issued by Tralvendo National Bank, N.A. in its capacity as an issuing bank and that the fact that Tralvendo National Bank, N.A. also serves as Administrative Agent under the Credit Agreement does not create a conflict of interest or otherwise impair the validity, enforceability, or effectiveness of the Seller Letter of Credit. Administrative Agent shall use commercially reasonable efforts to ensure that any Replacement Seller posts replacement credit support meeting the requirements of PPA Exhibit D promptly following a Step-In.

Section 7.3 — Buyer Guaranty

The Parties acknowledge that the PPA requires Buyer to deliver a corporate guaranty of Meridian DataCore Solutions Inc. in favor of Saguaro Flats Solar LLC in the amount of Fourteen Million Dollars ($14,000,000), in the form set forth in PPA Exhibit C and the Buyer Guaranty Agreement (the "Buyer Guaranty"). Administrative Agent acknowledges receipt of a copy of the form of the Buyer Guaranty and hereby confirms, on behalf of the Secured Parties, that the form and substance of the Buyer Guaranty is acceptable to the Secured Parties. Any amendment, modification, restatement, termination, or release of the Buyer Guaranty, in whole or in part, shall require the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned, or delayed.

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Term and Termination

This Agreement shall become effective on the date first written above and shall remain in full force and effect until the earliest to occur of:

(a) the date on which all Secured Obligations have been indefeasibly paid and satisfied in full in cash (without any pending or threatened avoidance action) and the Credit Agreement and all related financing documents have been terminated in accordance with their respective terms, in which case this Agreement shall automatically terminate without further action by any Party, and Administrative Agent shall, upon the written request of Seller or Buyer, deliver a written confirmation of such termination;

(b) the expiration or termination of the PPA (or any New PPA entered into pursuant to Section 5.3) in accordance with its terms, where no further obligations remain outstanding under the PPA (or such New PPA); and

(c) the written agreement of all Parties hereto to terminate this Agreement, evidenced by an instrument signed by Seller, Buyer, and Administrative Agent.

The termination of this Agreement shall not release any Party from any liability or obligation accrued prior to such termination and shall not affect the survival of any representation, warranty, or covenant that, by its terms, survives the termination of this Agreement.

Section 8.2 — Notices

All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier service (with all fees prepaid), or by certified mail, return receipt requested, postage prepaid, to the applicable Party at the address set forth below (or such other address as such Party may specify in writing from time to time):

To Seller:

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

Attention: Rachel Muñoz, General Counsel

Telephone: (713) 555-6200

Email: rmunoz@calloway-briggs.com

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

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

Attention: Patricia Dunmore

Telephone: (713) 555-4100

Email: pdunmore@calderwoodharkness.com

To Buyer:

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

Attention: Victor Langford, Deputy General Counsel

Telephone: (512) 555-9400

Email: vlangford@meridiandata.com

CONSENT TO COLLATERAL ASSIGNMENT AND LENDER DIRECT AGREEMENT
among
SAGUARO FLATS SOLAR LLC, as Seller,
MERIDIAN DATACORE SOLUTIONS INC., as Buyer,
and
TRALVENDO NATIONAL BANK, N.A., as Administrative Agent for the Secured Parties
Dated as of [●], 2025
Relating to that certain Power Purchase Agreement dated as of [●], 2025, between Saguaro Flats Solar LLC and Meridian DataCore Solutions Inc., for the Saguaro Flats Solar Project, Pecos County, Texas
DRAFT — Prepared by Calderwood & Harkness LLP (Matter No. 1015-00002) for negotiation purposes. Subject to review by Whitfield Stroval & Cade LLP (lender's counsel) and Hargrove & Linden LLP (buyer's counsel).
Prepared by: Helen Nakamura, Of Counsel, Project Finance, Calderwood & Harkness LLP, 1100 Louisiana Street, Suite 4500, Houston, TX 77002. Telephone: (713) 555-4100. Email: hnakamura@calderwoodharkness.com.
TABLE OF CONTENTS
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CONSENT TO COLLATERAL ASSIGNMENT AND LENDER DIRECT AGREEMENT
This CONSENT TO COLLATERAL ASSIGNMENT AND LENDER DIRECT AGREEMENT (this "Agreement" or "Consent Agreement") is entered into as of [●], 2025, by and among:
(1) SAGUARO FLATS SOLAR LLC, a Delaware limited liability company ("Seller");
(2) MERIDIAN DATACORE SOLUTIONS INC., a Delaware corporation ("Buyer"); and
(3) TRALVENDO NATIONAL BANK, N.A., a national banking association, in its capacity as administrative agent for the Secured Parties (as defined herein) under the Credit Agreement (as defined herein) ("Administrative Agent").
Seller, Buyer, and Administrative Agent are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. The Power Purchase Agreement. Saguaro Flats Solar LLC, a Delaware limited liability company ("Seller"), and Meridian DataCore Solutions Inc., a Delaware corporation ("Buyer"), have entered into (or will enter into) that certain Power Purchase Agreement dated as of [●], 2025 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "PPA"). The PPA is a twenty (20)-year virtual (financial) power purchase agreement structured as a contract for differences for the energy output of the Saguaro Flats Solar Project (as defined below). The Saguaro Flats Solar Project is a 150 MWac (195 MWdc) ground-mounted, single-axis tracking solar photovoltaic generating facility to be located on approximately 1,400 acres in Pecos County, Texas, with a site address along FM Road 1776, approximately twelve (12) miles southeast of Fort Stockton, TX 79735 (the "Project" or the "Facility"). Settlement under the PPA occurs at the ERCOT West Hub. The initial contract price under the PPA is Twenty Dollars ($20.00) per megawatt-hour ($/MWh), with a one and one-half percent (1.50%) annual compounding escalator commencing in Year 6 of the PPA term. The aggregate nominal value of the PPA over the twenty (20)-year term from the Commercial Operation Date (expected to occur on or about April 1, 2027) is approximately One Hundred Forty Million Dollars ($140,000,000).
B. The Credit Agreement and Secured Obligations. Seller has entered into (or will enter into) that certain Credit Agreement dated as of [●], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") among Seller, as Borrower, Tralvendo National Bank, N.A., as Administrative Agent and Lead Arranger, and the lenders party thereto from time to time (collectively, the "Lenders" and, together with Administrative Agent, the "Secured Parties"). The syndicate of Lenders under the Credit Agreement comprises: Tralvendo National Bank, N.A. (with a hold amount of Twenty-One Million Dollars ($21,000,000)); Osprey Commercial Lending Corp. (with a hold amount of Thirty-Six Million Dollars ($36,000,000)); Grandview Savings Bank, FSB (with a hold amount of Twenty-Seven Million Dollars ($27,000,000)); and Blue Prairie Capital Markets LLC (with a hold amount of Twenty-Four Million Dollars ($24,000,000)). The Credit Agreement provides for a senior secured construction-to-term loan facility in the aggregate principal amount of One Hundred Eight Million Dollars ($108,000,000) to finance the development, construction, and operation of the Project, with total project costs estimated at approximately One Hundred Fifty-Four Million Three Hundred Thousand Dollars ($154,300,000), resulting in a debt-to-equity ratio of approximately 70/30.
C. Collateral Assignment. As security for Seller's obligations under the Credit Agreement and the other financing documents executed in connection therewith (collectively, the "Secured Obligations"), Seller has assigned, pledged, and granted to Administrative Agent, for the benefit of the Secured Parties, a first-priority security interest in, among other collateral, all of Seller's right, title, and interest in, to, and under the PPA (the "Collateral Assignment"). The Collateral Assignment is set forth in that certain Security Agreement dated as of [●], 2025, between Seller and Administrative Agent (the "Security Agreement").
D. Purpose of This Agreement. The Credit Agreement and the Security Agreement require, as a condition precedent to the initial borrowing thereunder, that Buyer consent to the Collateral Assignment and agree to the terms and conditions of this Consent to Collateral Assignment and Lender Direct Agreement. Exhibit F to the PPA contemplates the delivery of this form of Consent Agreement in connection with any financing by Seller of the Project. Buyer is willing to grant such consent and enter into this Agreement on the terms and conditions set forth herein.
E. Identification of Counsel. The Parties acknowledge that: (i) Seller is represented by Calderwood & Harkness LLP, 1100 Louisiana Street, Suite 4500, Houston, TX 77002; (ii) Administrative Agent and the Lenders are represented by Whitfield Stroval & Cade LLP, 51 West 52nd Street, 30th Floor, New York, NY 10019 (lead partner: Philip Thornton); and (iii) Buyer is represented by Hargrove & Linden LLP, 300 Congress Avenue, Suite 2200, Austin, TX 78701 (lead partner: Evelyn Crumveth).
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the PPA.
"Administrative Agent" means Tralvendo National Bank, N.A., a national banking association with its headquarters located at 600 Main Street, Suite 3000, Dallas, TX 75202, in its capacity as administrative agent under the Credit Agreement, and its successors and assigns in such capacity. The key contact for the Administrative Agent for purposes of this Agreement is Diane Roessler, Director, Project Finance.
"Buyer" means Meridian DataCore Solutions Inc., a Delaware corporation, with its principal executive offices located at 700 Lakeshore Parkway, Building C, Austin, TX 78746, and whose common stock is listed on the Nasdaq Stock Market under the ticker symbol "MDCS," and its successors and permitted assigns.
"Buyer Event of Default" has the meaning ascribed to such term in the PPA.
"Buyer Guaranty" means the corporate guaranty of Meridian DataCore Solutions Inc. in favor of Saguaro Flats Solar LLC in the amount of Fourteen Million Dollars ($14,000,000), as described in PPA Exhibit C and the Buyer Guaranty Agreement referenced therein.
"Business Day" means any day other than a Saturday, Sunday, or a day on which commercial banks in New York, New York, Dallas, Texas, or Austin, Texas are authorized or required by law or executive order to close.
"Collateral Assignment" means the assignment by Seller to Administrative Agent, for the benefit of the Secured Parties, of all of Seller's right, title, and interest in, to, and under the PPA as security for Seller's Secured Obligations, as described in the Security Agreement and as consented to pursuant to Article II of this Agreement.
"Commercial Operation Date" or "COD" has the meaning ascribed to such term in the PPA. The COD is expected to occur on or about April 1, 2027.
"Credit Agreement" has the meaning set forth in Recital B.
"Cure Period" has the meaning set forth in Section 4.2.
"Designee" has the meaning set forth in Section 5.1(a).
"EPC Contractor" means Sunbelt Power Construction LLC, the engineering, procurement, and construction contractor for the Project.
"Facility" or "Project" means the Saguaro Flats Solar Project, as more fully described in the Recitals and in Exhibit A to the PPA, including all improvements, fixtures, equipment, and appurtenances now or hereafter located on or forming a part of the Project site in Pecos County, Texas.
"Independent Engineer" means Gresham Engineering Advisors Inc., the independent engineer retained in connection with the Credit Agreement to review and report on the construction, commissioning, and operation of the Project.
"Lenders" means the financial institutions party to the Credit Agreement from time to time as lenders, including (as of the date hereof) Tralvendo National Bank, N.A., Osprey Commercial Lending Corp., Grandview Savings Bank, FSB, and Blue Prairie Capital Markets LLC.
"New PPA" has the meaning set forth in Section 5.3(a).
"PPA" has the meaning set forth in Recital A.
"PPA Expiration Date" means March 31, 2047 (being twenty (20) years from the expected COD of April 1, 2027), subject to adjustment in accordance with the terms of the PPA to reflect any change in the actual COD.
"Replacement Seller" has the meaning set forth in Section 5.1(c).
"Secured Obligations" means all obligations of Seller under or in connection with the Credit Agreement, the Security Agreement, and any other financing documents entered into in connection with the Credit Agreement, including all principal, interest, fees, costs, expenses, indemnification obligations, and other amounts owing by Seller to the Secured Parties.
"Secured Parties" means, collectively, Administrative Agent and the Lenders, and their respective successors and assigns.
"Security Agreement" has the meaning set forth in Recital C.
"Seller" means Saguaro Flats Solar LLC, a Delaware limited liability company, managed by Calloway-Briggs Renewables Inc., a Delaware corporation, and its successors and permitted assigns (including any Replacement Seller that assumes the obligations of Seller in accordance with Article V).
"Seller Event of Default" has the meaning ascribed to such term in the PPA.
"Step-In" has the meaning set forth in Section 5.1(a).
Capitalized terms used in this Agreement that are defined in the PPA and not otherwise defined herein shall have the respective meanings given to such terms in the PPA. In the event any capitalized term is defined both in this Agreement and in the PPA, the definition set forth in this Agreement shall control for purposes of this Agreement.
Section 1.2 — Rules of Interpretation
The following rules of interpretation shall apply to this Agreement:
(a) The headings and captions in this Agreement are included for convenience of reference only and shall not affect the construction or interpretation of any provision of this Agreement.
(b) Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing one gender include all genders.
(c) The word "including" (and correlative words such as "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
(d) References to any Article, Section, Exhibit, or Schedule are to Articles, Sections, Exhibits, and Schedules of this Agreement, unless otherwise expressly stated.
(e) References to any agreement, instrument, or other document include all amendments, supplements, restatements, modifications, and replacements thereof, except to the extent that any such amendment, supplement, restatement, modification, or replacement is prohibited by the terms of this Agreement.
(f) References to a "person" include any individual, corporation, partnership, limited liability company, joint venture, trust, association, unincorporated organization, governmental authority, or other entity.
(g) References to "days" mean calendar days unless otherwise specified. If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement falls on a day that is not a Business Day, the time for the giving of such notice or the performance of such act shall be extended to the next succeeding Business Day.
(h) This Agreement shall be interpreted and construed in accordance with the laws of the State of New York, as set forth more fully in Section 8.3.
(i) The Parties acknowledge that each Party and its counsel have reviewed and participated in the drafting of this Agreement and that no rule of construction to the effect that ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Agreement.
Section 1.3 — Conflicts
In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the PPA, the terms and conditions of this Agreement shall control as among all three Parties; provided, however, that as between Seller and Buyer only (and not as to Administrative Agent or any other Secured Party), the terms and conditions of the PPA shall control, except to the extent expressly modified by this Agreement. Nothing in this Agreement shall be construed to modify the rights and obligations of Seller and Buyer under the PPA except as expressly set forth herein.
ARTICLE II — CONSENT TO COLLATERAL ASSIGNMENT
Section 2.1 — Buyer's Consent
Buyer hereby irrevocably and unconditionally consents to the Collateral Assignment of the PPA by Seller to Administrative Agent, for the benefit of the Secured Parties, as security for the Secured Obligations, as described in the Security Agreement. Such consent is given without reservation and without any condition other than the terms and conditions set forth in this Agreement.
Buyer acknowledges and agrees that the Collateral Assignment does not constitute a "change of control" of Seller, or an "assignment" or "transfer" of the PPA requiring Buyer's consent under the PPA (other than this Agreement itself, which Buyer is executing concurrently herewith). Buyer further acknowledges that it has been advised that the Credit Agreement facility is in the aggregate principal amount of One Hundred Eight Million Dollars ($108,000,000) and that the proceeds of such facility will be used to finance the development, construction, and operation of the Project.
Buyer represents and acknowledges that the form of this Consent Agreement was contemplated by Exhibit F to the PPA, and that the execution and delivery of this Agreement satisfies the requirements of the PPA with respect to any consent or acknowledgment required to be delivered by Buyer in connection with any project-level financing by Seller.
Section 2.2 — No Release of Seller
The Collateral Assignment shall not release, discharge, or relieve Seller from any of its obligations, duties, or liabilities under the PPA. Seller shall remain primarily and fully liable for all obligations under the PPA, and the granting of the Collateral Assignment and the execution of this Agreement shall not in any way impair, diminish, or otherwise affect Buyer's rights against Seller under the PPA, unless and until a Replacement Seller or Designee assumes the obligations of Seller under the PPA pursuant to, and in accordance with, Article V of this Agreement. For the avoidance of doubt, Administrative Agent shall have no obligations to Buyer under the PPA solely by reason of the Collateral Assignment; Administrative Agent's obligations, if any, shall arise only in connection with a Step-In or the execution of a New PPA, as and to the extent provided in Article V.
Section 2.3 — No Modification Without Consent
Seller and Buyer shall not, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent's sole discretion), amend, modify, supplement, restate, terminate (other than in accordance with this Agreement), rescind, or waive any material provision of the PPA, including without limitation any provision relating to:
(a) the contract price, the price escalation schedule, or the methodology for calculating settlement amounts;
(b) the term of the PPA, the PPA Expiration Date, or the expected or actual Commercial Operation Date;
(c) availability guarantee thresholds, availability liquidated damages amounts, excused availability shortfalls, or any related termination triggers or buyout provisions;
(d) change of control provisions applicable to either Seller or Buyer, including the definition of "change of control" and the rights and remedies of the parties upon a change of control;
(e) credit support requirements, including the amount, form, tenor, or issuer of the Seller letter of credit, the Buyer Guaranty, or any replacement or substitute credit support;
(f) the definition, scope, or consequences of "force majeure" events, including any cap on force majeure extensions;
(g) the allocation of curtailment risk between Seller and Buyer, including economic curtailment, reliability curtailment, and transmission constraints;
(h) events of default, termination events, or the rights and remedies of the parties upon default or termination, including termination payment calculations;
(i) the governing law or dispute resolution provisions of the PPA; or
(j) any provision of the PPA that is expressly referenced in the Credit Agreement or the Security Agreement as a material term.
Any purported amendment, modification, supplement, restatement, termination, rescission, or waiver of any material provision of the PPA made without the prior written consent of Administrative Agent shall be void and of no effect as against Administrative Agent and the Secured Parties.
Section 2.4 — Copies of Notices
Buyer shall deliver to Administrative Agent a copy of any notice, demand, request, claim, or other communication given by Buyer to Seller under the PPA, simultaneously with delivery to Seller or, if simultaneous delivery is not practicable, promptly (but in no event later than five (5) Business Days) after delivery to Seller. Without limiting the generality of the foregoing, such obligation shall apply to any notice of a Seller Event of Default, any notice of termination or intent to terminate, any demand for payment, any notice of curtailment or force majeure, any notice of a claimed breach, and any notice exercising or reserving rights under the PPA.
All notices to Administrative Agent under this Agreement shall be sent to:
Tralvendo National Bank, N.A. 600 Main Street, Suite 3000 Dallas, TX 75202
Attention: Diane Roessler, Director, Project Finance
Telephone: (214) 555-7800
Email: droessler@crestmarkbank.com
with a copy (which shall not constitute notice) to:
Whitfield Stroval & Cade LLP 51 West 52nd Street, 30th Floor New York, NY 10019
Attention: Philip Thornton
Telephone: (212) 555-3200
Email: pthornton@wjclaw.com
The failure of Buyer to deliver any copy of any notice to Administrative Agent as required by this Section 2.4 shall not affect the validity of any such notice as between Buyer and Seller under the PPA, but shall extend any applicable Cure Period under Article IV by the number of days by which such delivery to Administrative Agent is delayed beyond the period specified above.
ARTICLE III — REPRESENTATIONS AND WARRANTIES
Section 3.1 — Representations and Warranties of Seller
Seller hereby represents and warrants to Administrative Agent and Buyer, as of the date hereof, as follows:
(a) Organization and Good Standing. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Seller's Employer Identification Number is 93-1284506. Seller's registered agent in the State of Delaware is Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904. Seller is duly qualified to do business and is in good standing in the State of Texas and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on Seller's ability to perform its obligations under the PPA or this Agreement.
(b) Management. Seller is managed by Calloway-Briggs Renewables Inc., a Delaware corporation (EIN: 82-4637201), which serves as the sole Manager of Seller pursuant to Seller's limited liability company agreement. Calloway-Briggs Renewables Inc. is the sole member of Seller.
(c) Authority and Enforceability. Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary action on the part of Seller, including all requisite approvals of its Manager and sole member. This Agreement has been duly executed and delivered by Seller and constitutes a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(d) PPA in Full Force and Effect. The PPA is in full force and effect and has not been amended, modified, supplemented, or restated except as disclosed to Administrative Agent in writing prior to the date hereof. The PPA constitutes a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(e) No Seller Event of Default. No Seller Event of Default, and no event or condition that with the giving of notice, the lapse of time, or both, would constitute a Seller Event of Default, has occurred and is continuing as of the date hereof.
(f) No Prior Assignment. Seller has not previously assigned, pledged, hypothecated, or otherwise encumbered its right, title, or interest in, to, or under the PPA, and the PPA is free and clear of all liens, claims, encumbrances, and security interests, other than the Collateral Assignment in favor of Administrative Agent for the benefit of the Secured Parties and any rights of Buyer under the PPA.
(g) No Conflicts. The execution, delivery, and performance of this Agreement by Seller do not and will not (i) conflict with, violate, or result in a breach of Seller's certificate of formation or limited liability company agreement, (ii) conflict with, violate, or result in a breach of any applicable federal, state, or local law, statute, rule, regulation, order, judgment, decree, or permit applicable to Seller, or (iii) conflict with, violate, or result in a breach of, or constitute a default under, any material agreement, instrument, or obligation to which Seller is a party or by which Seller or any of its properties or assets is bound, including the PPA, the Credit Agreement, and the Security Agreement.
Section 3.2 — Representations and Warranties of Buyer
Buyer hereby represents and warrants to Administrative Agent and Seller, as of the date hereof, as follows:
(a) Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer's Employer Identification Number is 47-5918320. Buyer's common stock is publicly traded on the Nasdaq Stock Market under the ticker symbol "MDCS." Buyer is duly qualified to do business and is in good standing in the State of Texas and in each other jurisdiction where the nature of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on Buyer's ability to perform its obligations under the PPA or this Agreement.
(b) Authority and Enforceability. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary corporate action on the part of Buyer, including any requisite approvals of its board of directors or authorized committee thereof. This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(c) PPA in Full Force and Effect. The PPA is in full force and effect and constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(d) No Buyer Event of Default. No Buyer Event of Default, and no event or condition that with the giving of notice, the lapse of time, or both, would constitute a Buyer Event of Default, has occurred and is continuing as of the date hereof.
(e) No Known Seller Event of Default. To Buyer's actual knowledge as of the date hereof, no Seller Event of Default has occurred and is continuing.
Section 3.3 — Representations and Warranties of Administrative Agent
Administrative Agent hereby represents and warrants to Seller and Buyer, as of the date hereof, as follows:
(a) Organization and Good Standing. Administrative Agent is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, chartered and supervised by the Office of the Comptroller of the Currency.
(b) Authority and Enforceability. Administrative Agent has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of the Secured Parties. The execution, delivery, and performance of this Agreement by Administrative Agent have been duly authorized by all necessary corporate action on the part of Administrative Agent. This Agreement has been duly executed and delivered by Administrative Agent and constitutes a legal, valid, and binding obligation of Administrative Agent, enforceable against Administrative Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
ARTICLE IV — CURE RIGHTS
Section 4.1 — Notice of Seller Event of Default
(a) Before exercising any right to terminate the PPA, or to suspend performance or withhold payment under the PPA, as a result of a Seller Event of Default, Buyer shall provide written notice of such Seller Event of Default to Administrative Agent simultaneously with delivery of the corresponding notice to Seller under the PPA, or, if simultaneous delivery is not practicable, within five (5) Business Days after delivery of such notice to Seller.
(b) Buyer shall identify in such notice to Administrative Agent, with reasonable specificity: (i) the nature and a description of the Seller Event of Default (including, to the extent known, the date of the occurrence giving rise to the Seller Event of Default); (ii) the applicable provision(s) of the PPA under which the Seller Event of Default has occurred; (iii) the applicable cure period, if any, available to Seller under the PPA; and (iv) the remedies that Buyer intends to pursue or reserves the right to pursue under the PPA.
(c) No termination of the PPA by Buyer for a Seller Event of Default shall be effective unless and until: (i) Buyer has provided notice to Administrative Agent in accordance with this Section 4.1; and (ii) the Cure Period (as defined in Section 4.2 below) applicable to such Seller Event of Default has expired without cure of such Seller Event of Default by Seller, Administrative Agent, or any other person acting on behalf of Administrative Agent.
Section 4.2 — Cure Period
(a) Right to Cure. Administrative Agent shall have the right, but not the obligation, to cure any Seller Event of Default under the PPA. Administrative Agent may exercise such cure right directly or through its agents, contractors, or designees.
(b) Definition of Cure Period. For purposes of this Agreement, "Cure Period" means the following periods, as applicable:
(i) Monetary Defaults. With respect to any Seller Event of Default that is monetary in nature (including, without limitation, a failure by Seller to pay amounts due under the PPA, or a failure by Seller to post or maintain the Seller irrevocable standby letter of credit in the amount of Seven Million Dollars ($7,000,000), or such reduced amount as may be applicable under PPA Exhibit D), a period of thirty (30) days after Administrative Agent's receipt of Buyer's notice under Section 4.1. Such thirty (30)-day period shall run concurrently with, or following, any cure period available to Seller under the PPA; provided that in no event shall the total cure period available to Seller and Administrative Agent, taken together, be less than the sum of (A) Seller's cure period under the PPA, plus (B) thirty (30) additional days for Administrative Agent.
(ii) Non-Monetary Defaults (Susceptible of Cure). With respect to any Seller Event of Default that is non-monetary in nature and that is reasonably susceptible of cure, a period of ninety (90) days after Administrative Agent's receipt of Buyer's notice under Section 4.1, in addition to any cure period available to Seller under the PPA; provided that if such non-monetary default cannot reasonably be cured within such ninety (90)-day period despite Administrative Agent's diligent efforts to cure, Administrative Agent shall have such additional time as is reasonably necessary to effect such cure, so long as Administrative Agent has commenced cure activities within such ninety (90)-day period and is diligently and continuously pursuing a cure. In no event shall such extended cure period exceed an additional one hundred eighty (180) days (for a total of two hundred seventy (270) days from Administrative Agent's receipt of notice), unless Buyer provides its prior written consent to a further extension.
(iii) Bankruptcy Defaults. With respect to any Seller Event of Default arising from a voluntary or involuntary filing for bankruptcy, insolvency, reorganization, receivership, or similar proceedings involving Seller, a period of ninety (90) days after Administrative Agent's receipt of Buyer's notice under Section 4.1, during which time Administrative Agent may pursue remedies under the Credit Agreement and Security Agreement (including foreclosure on the Collateral Assignment) and seek to effect a Step-In or New PPA pursuant to Article V.
(c) Standstill During Cure Period. During the applicable Cure Period, Buyer shall not terminate the PPA, or exercise any right or remedy under the PPA in respect of such Seller Event of Default (including, without limitation, drawing upon the Seller letter of credit on account of such Seller Event of Default), except as follows: (i) Buyer's rights to receive all payments then due and owing under the PPA shall not be suspended, impaired, or delayed; (ii) Buyer shall be entitled to continue to receive performance from Seller or any substitute entity performing Seller's obligations during the Cure Period; and (iii) Buyer shall be entitled to exercise self-help remedies to the extent expressly permitted under the PPA that do not result in the termination of the PPA.
Section 4.3 — Buyer's Obligation to Accept Cure
If Administrative Agent (or any person acting on behalf of Administrative Agent) cures a Seller Event of Default within the applicable Cure Period in a manner that satisfies the requirements for cure set forth in the PPA, Buyer shall accept such cure as if it had been performed by Seller, and the applicable Seller Event of Default shall be deemed cured and of no further force or effect for all purposes under the PPA and this Agreement. The curing of any Seller Event of Default by Administrative Agent shall not be deemed an assumption by Administrative Agent of any obligations of Seller under the PPA, nor shall it create any ongoing obligation on the part of Administrative Agent to cure any future Seller Event of Default. Following a cure by Administrative Agent, all rights and obligations under the PPA shall continue in full force and effect in accordance with their terms.
Section 4.4 — No Obligation to Cure
Nothing in this Agreement shall be construed to obligate Administrative Agent, any Lender, or any other Secured Party to cure any Seller Event of Default, to perform any obligation of Seller under the PPA, or to undertake any action with respect to the Project. The cure rights set forth in this Article IV are granted for the benefit of the Secured Parties, and the exercise or non-exercise of such rights shall be in the sole discretion of Administrative Agent (acting in accordance with the Credit Agreement and the instructions of the Required Lenders, as applicable). The failure of Administrative Agent to exercise any cure right shall not constitute a waiver of any other right or remedy of Administrative Agent or the Secured Parties under this Agreement, the Credit Agreement, the Security Agreement, or any other financing document.
ARTICLE V — STEP-IN RIGHTS AND REPLACEMENT PPA
Section 5.1 — Step-In Rights
(a) Right to Step In. Upon the occurrence of a Seller Event of Default that is not cured within the applicable Cure Period set forth in Section 4.2, or upon the exercise of remedies by Administrative Agent under the Credit Agreement, the Security Agreement, or any other financing document (including, without limitation, foreclosure on, acceptance of, or other realization upon, the collateral pledged under the Security Agreement, including the Collateral Assignment), Administrative Agent, or any designee, nominee, transferee, assign, or purchaser at a foreclosure sale designated by Administrative Agent (each, a "Designee"), shall have the right (but not the obligation) to assume all of Seller's rights and obligations under the PPA (a "Step-In"). For the avoidance of doubt, the right to effect a Step-In may be exercised by Administrative Agent or its Designee regardless of whether Administrative Agent has previously exercised its cure rights under Article IV.
(b) Notice of Step-In. Administrative Agent shall provide written notice to Buyer of any Step-In within thirty (30) days of the later of: (i) the expiration of the applicable Cure Period (without cure), and (ii) the exercise of remedies by Administrative Agent or its Designee under the Credit Agreement or Security Agreement, as applicable. Such notice shall identify the entity that will assume the obligations of Seller under the PPA (whether Administrative Agent itself or a Designee) and shall include the name, address, and contact information of such entity.
(c) Assumption by Replacement Seller. A Designee (or Administrative Agent itself, as applicable) that assumes the PPA pursuant to a Step-In shall be a "Replacement Seller" for all purposes under this Agreement and shall be bound by all terms, conditions, obligations, covenants, and restrictions of the PPA as if such Replacement Seller were the original Seller. The Replacement Seller shall assume all obligations of Seller under the PPA arising from and after the date of the Step-In.
(d) Buyer's Recognition of Replacement Seller. Upon a Step-In, Buyer shall recognize the Replacement Seller as the counterparty under the PPA in place of the original Seller and shall continue to perform all of Buyer's obligations under the PPA in favor of the Replacement Seller, without set-off, counterclaim, defense, or deduction of any kind, except (i) defenses that relate to acts or omissions of the Replacement Seller occurring after the date of the Step-In, and (ii) any rights of set-off or counterclaim that Buyer would have under the PPA irrespective of the identity of the Seller.
Section 5.2 — Qualifications of Replacement Seller
(a) Any Replacement Seller shall satisfy the following requirements:
(i) Entity Type and Business. The Replacement Seller shall be a single-purpose entity formed for the purpose of owning and operating the Project, or an entity whose primary business includes the ownership, development, or operation of renewable energy generation facilities, and in either case shall be organized under the laws of a state of the United States or the District of Columbia.
(ii) Governmental Permits and Approvals. The Replacement Seller shall possess, or shall obtain within a reasonable period of time following the Step-In (but in no event later than ninety (90) days after the date of the Step-In), all governmental permits, licenses, authorizations, and approvals necessary to own and operate the Project in compliance with all applicable laws, including without limitation: (A) the Pecos County Conditional Use Permit (CUP-2025-012); (B) compliance with the ERCOT Large Generation Interconnection Agreement (ERCOT Queue Position: ERCOT-GI-2024-0437) and interconnection at the Ft. Stockton 345 kV Substation via West Texas Wires LLC; and (C) all other federal, state, and local environmental, land use, building, and electrical permits required for the operation of the Facility.
(iii) Assumption of Obligations. The Replacement Seller shall assume, by written instrument delivered to Buyer, all obligations of Seller under the PPA arising from and after the date of the Step-In, including without limitation obligations relating to the posting and maintenance of credit support in accordance with PPA Exhibit D.
(b) Buyer Consent. Buyer shall not unreasonably withhold, condition, or delay its consent to a Replacement Seller that satisfies the requirements of Section 5.2(a). Any such consent shall be deemed given if Buyer fails to object in writing within fifteen (15) Business Days after receipt of written notice identifying the proposed Replacement Seller, together with reasonable evidence of the Replacement Seller's satisfaction of the requirements of Section 5.2(a).
(c) Creditworthy Replacement Seller. Notwithstanding Section 5.2(b), Buyer's consent shall not be required if the Replacement Seller (or any parent company or guarantor of the Replacement Seller) has (i) a tangible net worth of at least One Hundred Million Dollars ($100,000,000) as reflected in its most recently audited financial statements prepared in accordance with generally accepted accounting principles, or (ii) an investment-grade credit rating (i.e., BBB-/Baa3 or higher, or the equivalent) from at least one nationally recognized statistical rating organization or comparable credit rating agency (including, without limitation, Pinnacle Ratings Group or any equivalent agency). In such event, Administrative Agent shall provide Buyer with reasonable documentation evidencing satisfaction of the requirements of this Section 5.2(c).
Section 5.3 — Right to Enter New PPA
(a) New PPA Obligation. If the PPA is terminated for any reason (including termination for a Seller Event of Default or by operation of law) or is rejected by a trustee or debtor-in-possession in a bankruptcy or insolvency proceeding involving Seller, and Administrative Agent has not theretofore effected a Step-In pursuant to Section 5.1, Buyer shall, upon the written request of Administrative Agent delivered within ninety (90) days after such termination or rejection, enter into a new power purchase agreement (a "New PPA") with Administrative Agent or its Designee on terms and conditions substantially similar in all material respects to the PPA (including, without limitation, the remaining term, contract price, escalation schedule, availability guarantee, curtailment provisions, credit support requirements, and other material economic and operational terms), except that:
(i) the New PPA shall not require the new Seller to cure any defaults of the prior Seller that are personal to the prior Seller or that are not reasonably susceptible of cure by the new Seller (including, without limitation, defaults arising from the prior Seller's bankruptcy or insolvency); and
(ii) the New PPA shall reflect any necessary modifications to account for the changed identity of Seller, updated representations and warranties, and any intervening changes in applicable law that would require modification.
(b) Term of New PPA. The New PPA shall have a term commencing on the date of execution thereof and expiring on the date that is equal to the remaining term of the PPA as of the date of termination or rejection of the PPA, with an expiration date no later than March 31, 2047. For the avoidance of doubt, the contract price applicable under the New PPA shall be the contract price that would have been applicable under the PPA for the corresponding period, after giving effect to the annual escalation schedule.
(c) Conditions to New PPA. Buyer's obligation to enter into a New PPA under this Section 5.3 is conditioned upon: (i) Administrative Agent's or its Designee's written assumption of all obligations of Seller under the New PPA from and after its effective date; and (ii) the Replacement Seller meeting the qualifications set forth in Section 5.2(a), subject to the consent provisions (or exemptions therefrom) of Sections 5.2(b) and 5.2(c). Buyer shall not be required to enter into a New PPA if more than ninety (90) days have elapsed since the termination or rejection of the PPA without Administrative Agent having delivered the written request contemplated by Section 5.3(a).
Section 5.4 — Transfer of Project
Upon a Step-In or the entry into a New PPA pursuant to this Article V, Administrative Agent or its Designee shall use commercially reasonable efforts to ensure continuity of Project operations, including without limitation:
(a) maintaining the engineering, procurement, and construction contract with Sunbelt Power Construction LLC, or, if such contract has been terminated or is no longer in effect, engaging a replacement contractor of comparable experience and qualifications;
(b) maintaining insurance coverage in accordance with PPA Exhibit E (Insurance Requirements), including builder's risk insurance from Commonwealth Mutual Insurance Co. (or a replacement insurer with comparable credit quality and coverage limits) and commercial general liability insurance from Ridgeway Casualty Group Inc. (or a replacement insurer with comparable credit quality and coverage limits);
(c) maintaining compliance with all applicable ERCOT protocols, operating guides, and requirements, including obligations under the Large Generation Interconnection Agreement (ERCOT Queue Position: ERCOT-GI-2024-0437) and the interconnection agreement with West Texas Wires LLC at the Ft. Stockton 345 kV Substation; and
(d) maintaining and complying with all governmental permits, approvals, and authorizations required for the ownership and operation of the Project.
Administrative Agent or its Designee shall keep Buyer reasonably informed of the status of Project operations during any transition period following a Step-In.
ARTICLE VI — CHANGE OF CONTROL
Section 6.1 — Change of Control Provisions under the PPA
Buyer acknowledges and agrees that, to the extent the PPA contains change of control provisions applicable to Seller (including, without limitation, any provisions requiring notice, consent, or triggering termination rights or termination payment obligations upon a change in the direct or indirect ownership or control of Seller), any exercise by Administrative Agent or its Designee of: (a) Step-In rights under Article V; (b) foreclosure rights under the Credit Agreement, the Security Agreement, or applicable law; (c) acceptance of collateral in satisfaction of the Secured Obligations; or (d) any other remedies under the Credit Agreement, the Security Agreement, or any other financing document, shall not constitute a "change of control" of Seller for purposes of the PPA and shall not trigger any consent requirement, notice obligation, termination right, termination payment obligation, or other adverse consequence under the change of control provisions of the PPA.
For the avoidance of doubt, the Collateral Assignment and any subsequent transfer, assignment, conveyance, or foreclosure in favor of Administrative Agent, any Designee, or any Replacement Seller in connection with the exercise of remedies under the financing documents shall be deemed a "Permitted Transfer" (or, if no such defined term exists, an expressly permitted transaction) under the PPA, and Buyer hereby waives any right to withhold consent to, or object to, any such transfer, assignment, conveyance, or foreclosure.
Section 6.2 — Lender Consent to Change of Control
Buyer acknowledges that the Credit Agreement requires that any change of control of Seller (including, without limitation, any direct or indirect transfer of more than fifty percent (50%) of the equity interests in Saguaro Flats Solar LLC to a person that is not an affiliate of Calloway-Briggs Renewables Inc.) receive the prior written consent of Administrative Agent (acting on behalf of the Required Lenders under the Credit Agreement). Nothing in this Agreement shall limit, waive, or modify the rights of Administrative Agent or the Secured Parties under the Credit Agreement with respect to any change of control of Seller, and Buyer acknowledges that compliance with the change of control provisions of the Credit Agreement is a matter solely between Seller and the Secured Parties.
ARTICLE VII — PAYMENTS AND CREDIT SUPPORT
Section 7.1 — Direction of Payments
(a) Payment Redirection. Upon receipt of written notice from Administrative Agent to Buyer stating that: (i) a default or event of default has occurred under the Credit Agreement; and (ii) Administrative Agent is exercising its remedies under the Credit Agreement and the Security Agreement (including, without limitation, its rights under the Collateral Assignment), Buyer shall, commencing with the next payment due under the PPA after receipt of such notice, redirect all payments, settlement amounts, and other sums owing by Buyer under the PPA to such bank account or accounts as Administrative Agent shall designate in writing in such notice or in a subsequent written instruction. Such redirection shall continue until such time as Administrative Agent provides Buyer with written notice that such redirection is no longer required or that the Secured Obligations have been satisfied in full and the Credit Agreement has been terminated.
(b) Buyer Reliance and Discharge. Buyer shall be entitled to rely on any notice received from Administrative Agent under Section 7.1(a) without any obligation to verify the occurrence or continuation of any default or event of default under the Credit Agreement, and Buyer shall incur no liability to Seller, Administrative Agent, or any other person for payments made in good faith in accordance with Administrative Agent's written direction. Payments made by Buyer to accounts designated by Administrative Agent shall constitute a discharge of Buyer's payment obligations under the PPA to the same extent as if such payments had been made directly to Seller. Seller hereby irrevocably consents to Buyer's compliance with any payment redirection notice issued by Administrative Agent in accordance with this Section 7.1 and agrees that it shall have no claim against Buyer for any payments so redirected.
Section 7.2 — Seller Credit Support
The Parties acknowledge that the PPA requires Seller to post and maintain an irrevocable standby letter of credit in favor of Buyer in the initial amount of Seven Million Dollars ($7,000,000), in the form set forth in PPA Exhibit D (the "Seller Letter of Credit"). The Seller Letter of Credit is subject to reduction to Three Million Five Hundred Thousand Dollars ($3,500,000) after the fifth (5th) anniversary of the Commercial Operation Date, provided that no Seller Event of Default is then outstanding. Buyer acknowledges and agrees that the Seller Letter of Credit may be issued by Tralvendo National Bank, N.A. in its capacity as an issuing bank and that the fact that Tralvendo National Bank, N.A. also serves as Administrative Agent under the Credit Agreement does not create a conflict of interest or otherwise impair the validity, enforceability, or effectiveness of the Seller Letter of Credit. Administrative Agent shall use commercially reasonable efforts to ensure that any Replacement Seller posts replacement credit support meeting the requirements of PPA Exhibit D promptly following a Step-In.
Section 7.3 — Buyer Guaranty
The Parties acknowledge that the PPA requires Buyer to deliver a corporate guaranty of Meridian DataCore Solutions Inc. in favor of Saguaro Flats Solar LLC in the amount of Fourteen Million Dollars ($14,000,000), in the form set forth in PPA Exhibit C and the Buyer Guaranty Agreement (the "Buyer Guaranty"). Administrative Agent acknowledges receipt of a copy of the form of the Buyer Guaranty and hereby confirms, on behalf of the Secured Parties, that the form and substance of the Buyer Guaranty is acceptable to the Secured Parties. Any amendment, modification, restatement, termination, or release of the Buyer Guaranty, in whole or in part, shall require the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned, or delayed.
ARTICLE VIII — GENERAL PROVISIONS
Section 8.1 — Term and Termination
This Agreement shall become effective on the date first written above and shall remain in full force and effect until the earliest to occur of:
(a) the date on which all Secured Obligations have been indefeasibly paid and satisfied in full in cash (without any pending or threatened avoidance action) and the Credit Agreement and all related financing documents have been terminated in accordance with their respective terms, in which case this Agreement shall automatically terminate without further action by any Party, and Administrative Agent shall, upon the written request of Seller or Buyer, deliver a written confirmation of such termination;
(b) the expiration or termination of the PPA (or any New PPA entered into pursuant to Section 5.3) in accordance with its terms, where no further obligations remain outstanding under the PPA (or such New PPA); and
(c) the written agreement of all Parties hereto to terminate this Agreement, evidenced by an instrument signed by Seller, Buyer, and Administrative Agent.
The termination of this Agreement shall not release any Party from any liability or obligation accrued prior to such termination and shall not affect the survival of any representation, warranty, or covenant that, by its terms, survives the termination of this Agreement.
Section 8.2 — Notices
All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier service (with all fees prepaid), or by certified mail, return receipt requested, postage prepaid, to the applicable Party at the address set forth below (or such other address as such Party may specify in writing from time to time):
To Seller:
Saguaro Flats Solar LLC c/o Calloway-Briggs Renewables Inc. 4200 Travis Street, Suite 1800 Houston, TX 77002
Attention: Rachel Muñoz, General Counsel
Telephone: (713) 555-6200
Email: rmunoz@calloway-briggs.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1100 Louisiana Street, Suite 4500 Houston, TX 77002
Attention: Patricia Dunmore
Telephone: (713) 555-4100
Email: pdunmore@calderwoodharkness.com
To Buyer:
Meridian DataCore Solutions Inc. 700 Lakeshore Parkway, Building C Austin, TX 78746
Attention: Victor Langford, Deputy General Counsel
Telephone: (512) 555-9400
Email: vlangford@meridiandata.com
with a copy (which shall not constitute notice) to:
Hargrove & Linden LLP 300 Congress Avenue, Suite 2200 Austin, TX 78701
Attention: Evelyn Crumveth
Telephone: (512) 555-1800
Email: eashford@hargrovelinden.com
To Administrative Agent:
Tralvendo National Bank, N.A. 600 Main Street, Suite 3000 Dallas, TX 75202
Attention: Diane Roessler, Director, Project Finance
Telephone: (214) 555-7800
Email: droessler@crestmarkbank.com
with a copy (which shall not constitute notice) to:
Whitfield Stroval & Cade LLP 51 West 52nd Street, 30th Floor New York, NY 10019
Attention: Philip Thornton
Telephone: (212) 555-3200
Email: pthornton@wjclaw.com
All notices shall be deemed received upon actual receipt by the addressee. Any Party may change its address for purposes of this Section 8.2 by giving written notice of such change to the other Parties in the manner set forth above.
Section 8.3 — Governing Law
This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to any conflict-of-laws principles that would require the application of the laws of any other jurisdiction.
Section 8.4 — Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity hereof, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in the City and County of New York, New York, under the AAA Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a panel of three (3) arbitrators, selected in accordance with the AAA Commercial Arbitration Rules. The arbitrators shall have substantial experience in project finance, energy transactions, or commercial lending. The arbitral award shall be final and binding upon the Parties, and judgment upon the award may be entered in any court having jurisdiction thereof.
Notwithstanding the foregoing, any Party may seek temporary or preliminary injunctive relief, specific performance, or other equitable relief 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, in aid of arbitration or to preserve the status quo pending the outcome of arbitration. Each Party irrevocably submits to the personal jurisdiction of such courts for purposes of any such proceeding and waives any objection to venue therein.
Section 8.5 — Amendments and Waivers
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by all Parties hereto. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, and no single or partial exercise of any right or remedy shall preclude any other or further exercise of any right or remedy hereunder or under applicable law. The failure of any Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time.
Section 8.6 — Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Buyer may not assign its rights or obligations under this Agreement without the prior written consent of Administrative Agent and Seller, which consent may be withheld in the sole discretion of the withholding Party. Administrative Agent may assign its rights and obligations under this Agreement (in whole or in part) in connection with an assignment of the Credit Agreement or the Security Agreement (or the agency function thereunder) to a successor administrative agent, and such successor administrative agent shall thereupon succeed to all of the rights and obligations of Administrative Agent under this Agreement. Seller may not assign its rights or obligations under this Agreement except in connection with a permitted assignment of the PPA and the Credit Agreement.
Section 8.7 — No Third-Party Beneficiaries
The Lenders are express third-party beneficiaries of this Agreement and shall be entitled to enforce the provisions of this Agreement as if they were parties hereto. Except as provided in the immediately preceding sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the Parties hereto and the Lenders any legal or equitable right, benefit, remedy, or claim under or by reason of this Agreement.
Section 8.8 — Severability
If any provision of this Agreement or the application thereof to any person or circumstance is held invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitral panel, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and legal objectives of the invalid, illegal, or unenforceable provision.
Section 8.9 — Counterparts; Electronic Execution
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall be effective as delivery of a manually executed counterpart. Electronic signatures complying with the Federal ESIGN Act of 2000 or the New York Electronic Signatures and Records Act, as applicable, shall be deemed original signatures for all purposes of this Agreement.
Section 8.10 — Entire Agreement
This Agreement, together with the PPA, the Credit Agreement, the Security Agreement, and the other documents, instruments, and agreements referenced herein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negotiations, and discussions, whether oral or written, among the Parties relating to the subject matter hereof. No Party has relied on any representation or warranty not expressly set forth in this Agreement.
Section 8.11 — Further Assurances
Each Party hereto shall, at any time and from time to time upon the reasonable request of any other Party, execute and deliver such additional documents, instruments, and agreements, and take such additional actions, as may be reasonably necessary or desirable to carry out and effectuate the purposes and intent of this Agreement, including, without limitation, the filing of any UCC financing statements, continuation statements, or amendments, and the execution of any estoppel certificates or similar instruments reasonabl

CONSENT TO COLLATERAL ASSIGNMENT AND LENDER DIRECT AGREEMENT

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CONSENT TO COLLATERAL ASSIGNMENT AND LENDER DIRECT AGREEMENT

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