POWER PURCHASE AGREEMENT

POWER PURCHASE AGREEMENT
between
SAGUARO FLATS SOLAR LLC
("Seller")
and
MERIDIAN DATACORE SOLUTIONS INC.
("Buyer")
Project: Saguaro Flats Solar Project
**Dated as of  **
SELLER'S FORM —   — FOR DISCUSSION PURPOSES ONLY
PRIVILEGED AND CONFIDENTIAL
TABLE OF CONTENTS
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POWER PURCHASE AGREEMENT
This POWER PURCHASE AGREEMENT (this "Agreement" or "PPA") is entered into as of   (the "Execution Date"), by and between:
SAGUARO FLATS SOLAR LLC, a Delaware limited liability company ("Seller"), managed by Calloway-Briggs Renewables Inc. ("CBR" or "Seller Parent"), a Delaware corporation headquartered at 4200 Travis Street, Suite 1800, Houston, TX 77002;
and
MERIDIAN DATACORE SOLUTIONS INC., a Delaware corporation ("Buyer"), listed on the Nasdaq Stock Market (ticker symbol: MDCS) and headquartered at 700 Lakeshore Parkway, Building C, Austin, TX 78746.
Seller and Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Seller is a Delaware limited liability company organized and existing under the laws of the State of Delaware, managed by its sole manager, Calloway-Briggs Renewables Inc. ("CBR"), a Delaware corporation headquartered at 4200 Travis Street, Suite 1800, Houston, TX 77002;
WHEREAS, Seller is developing, constructing, owning, and operating a ground-mounted single-axis tracking solar photovoltaic electric generating facility with a nameplate capacity of approximately 195 MWdc / 150 MWac (the "Facility"), known as the Saguaro Flats Solar Project, located on approximately 1,400 acres in Pecos County, Texas (FM Road 1776, approximately 12 miles southeast of Fort Stockton, TX 79735);
WHEREAS, Seller has secured a ground lease from Redrock Mesa Ranch LP for the Project Site, with a term of thirty-five (35) years, providing Seller with the exclusive right to use and occupy the Project Site for the purpose of developing, constructing, operating, and maintaining the Facility;
WHEREAS, Seller has obtained all necessary development approvals for the Facility, including Pecos County Conditional Use Permit No. CUP-2025-012 (approved February 10, 2025) and an executed Large Generation Interconnection Agreement ("LGIA") with the Electric Reliability Council of Texas ("ERCOT") (Queue Position ERCOT-GI-2024-0437, executed May 15, 2025) for interconnection at the Ft. Stockton 345 kV Substation via West Texas Wires LLC, the applicable Transmission Provider;
WHEREAS, Seller has engaged Sunbelt Power Construction LLC as the engineering, procurement, and construction ("EPC") contractor for the Facility under a fixed-price turnkey EPC contract;
WHEREAS, Buyer is a publicly traded Delaware corporation listed on the Nasdaq Stock Market under the ticker symbol MDCS, and is a hyperscale and co-location data center operator with operations across the United States;
WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Environmental Attributes and the Contract Quantity of Energy from the Facility on a financial settlement basis (commonly referred to as a "virtual PPA" or "contract for differences") for a term of twenty (20) years from the Commercial Operation Date, on the terms and conditions set forth herein;
WHEREAS, the aggregate nominal contract value over the twenty (20)-year Delivery Term is estimated at approximately One Hundred Forty Million Dollars ($140,000,000), based on expected generation at the P50 level;
WHEREAS, Heliograph Energy Consulting LLC has prepared an independent solar resource assessment for the Project Site estimating P50 annual net generation of approximately 350,000 MWh; and
WHEREAS, the Parties acknowledge that this Agreement constitutes an arm's-length transaction negotiated between sophisticated commercial parties, each represented by experienced counsel.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS AND INTERPRETATION
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Administrative Agent" means Tralvendo National Bank, N.A., a national banking association, in its capacity as administrative agent under the Financing Documents, together with its successors and assigns in such capacity.
"Affiliate" means, with respect to any Person, any other entity that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting equity interests of such Person, or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract, or otherwise.
"Agreement" or "PPA" means this Power Purchase Agreement, together with all Exhibits and Schedules attached hereto, as the same may be amended, supplemented, or modified from time to time in accordance with the terms hereof.
"Availability" means the ratio, expressed as a percentage, of Available Hours to Period Hours during a Measurement Period, calculated as follows: Availability = (Available Hours ÷ Period Hours) × 100.
"Availability Guarantee" has the meaning set forth in Section 6.1. 
"Availability Liquidated Damages" or "Availability LDs" has the meaning set forth in Section 6.2. 
"Available Hours" means the total number of hours during a Measurement Period during which the Facility is capable of generating and delivering Energy to the Delivery Point in accordance with Prudent Industry Practice and the terms of this Agreement, excluding Excused Hours.
"Business Day" means any day other than a Saturday, Sunday, or a day on which commercial banks in Houston, Texas or New York, New York are authorized or required by law to close.
"Buyer" means Meridian DataCore Solutions Inc., a Delaware corporation.
"Buyer Guarantor" means Meridian DataCore Solutions Inc., in its capacity as guarantor under the Buyer Guaranty.
"Buyer Guaranty" means the guaranty agreement to be executed and delivered by the Buyer Guarantor in favor of Seller, guaranteeing the payment and performance obligations of Buyer under this Agreement, substantially in the form of Exhibit C attached hereto.
"Change of Control" has the meaning set forth in Section 15.1. 
"Change in Law" means the enactment, adoption, promulgation, issuance, modification, amendment, repeal, or change in interpretation or administration of any applicable law, rule, regulation, order, judgment, or decree by any Governmental Authority after the Effective Date that was not reasonably foreseeable as of the Effective Date.
"COD" or "Commercial Operation Date" means the date on which the Facility achieves Commercial Operation in accordance with Section 3.4, as certified in the COD Certificate. The Expected COD is April 1, 2027.
"COD Certificate" means the certificate delivered by Seller to Buyer pursuant to Section 3.4 certifying that all conditions for Commercial Operation have been satisfied.
"Commercial Operation" means that all of the following conditions have been satisfied: (a) construction of the Facility has been completed in all material respects in accordance with the EPC contract; (b) the Facility has been interconnected and synchronized with the ERCOT transmission grid in accordance with the LGIA; (c) all governmental approvals necessary for the operation of the Facility have been obtained and are in full force and effect; (d) performance testing has been completed demonstrating that the Facility is capable of generating at a level equal to or greater than ninety-five percent (95%) of the AC Capacity Rating; and (e) all certificates, reports, and deliverables required under Section 22.1 have been delivered to Buyer.
"Contract Price" has the meaning set forth in Section 5.1 and as further detailed in Exhibit B. The initial Contract Price is Twenty Dollars ($20.00) per MWh.
"Contract Quantity" means, for any Settlement Interval, the quantity of Energy, measured in MWh, generated by the Facility and delivered to the Delivery Point during such Settlement Interval, as recorded by the revenue-grade meters at the Facility's point of interconnection and reconciled to ERCOT settlement data.
"Contract Year" means each successive twelve (12)-month period commencing on the Commercial Operation Date. Contract Year 1 shall commence on the COD and end on the first anniversary of the COD. For the avoidance of doubt, based on the Expected COD, Contract Year 1 is expected to be April 1, 2027 through March 31, 2028, Contract Year 2 is expected to be April 1, 2028 through March 31, 2029, and so forth through Contract Year 20 (expected to be April 1, 2046 through March 31, 2047).
"Credit Rating" means, with respect to any Person, the long-term unsecured senior debt rating or, if unavailable, the corporate family rating or issuer default rating assigned to such Person by Pinnacle Ratings Group or any nationally recognized statistical rating organization registered with the U.S. Securities and Exchange Commission.
"Curtailment" has the meaning set forth in Section 7.1.
"Defaulting Party" means the Party that is subject to an Event of Default under Article 13.
"Delivery Point" means, for purposes of the financial settlement under this Agreement, the ERCOT West Hub (the Settlement Hub), which is the pricing node or hub at which the Hub Price is determined.
"Delivery Term" means the period commencing on the Commercial Operation Date and ending on the twentieth (20th) anniversary thereof (expected expiration: March 31, 2047), unless earlier terminated in accordance with the terms of this Agreement.
"Effective Date" means the date on which all conditions precedent set forth in Section 2.2 have been satisfied or waived by the applicable Party. The target Effective Date is September 15, 2025.
"Energy" means electric energy generated by the Facility and delivered to the point of interconnection, measured in megawatt-hours (MWh).
"Environmental Attributes" means any and all renewable energy certificates ("RECs"), green tags, tradable renewable certificates, emission reduction credits, carbon credits, offsets, allowances, and any other environmental, emission, or air quality characteristics, certificates, tags, credits, benefits, or attributes of any kind whatsoever, howsoever entitled, that are at any time created, recognized, certified, or otherwise come into existence in connection with the generation of Energy from the Facility, whether existing now or in the future.
"EPC Contract" means the fixed-price turnkey engineering, procurement, and construction contract between Seller and Sunbelt Power Construction LLC for the design, engineering, procurement, construction, testing, and commissioning of the Facility.
"ERCOT" means the Electric Reliability Council of Texas, or any successor organization that functions as the independent system operator for the ERCOT region of Texas.
"Escalation Rate" means one and one-half percent (1.50%) per annum, compounding annually, applicable to the Contract Price beginning in Contract Year 6 and continuing through Contract Year 20.
"Event of Default" has the meaning set forth in Article 13.
"Excused Hours" means, for any Measurement Period, the aggregate number of hours during which the Facility is unavailable or unable to generate and deliver Energy due to: (a) Force Majeure events; (b) Curtailment ordered or directed by ERCOT or the Transmission Provider; or (c) Scheduled Maintenance, provided that hours attributable to Scheduled Maintenance shall not exceed the Scheduled Maintenance Allowance of two hundred (200) hours per Contract Year.
"Expected COD" means April 1, 2027, as such date may be extended by agreement of the Parties in writing.
"Facility" means the Saguaro Flats Solar Project, a ground-mounted single-axis tracking solar photovoltaic electric generating facility with a nameplate capacity of approximately 195 MWdc / 150 MWac, located on approximately 1,400 acres in Pecos County, Texas, as more fully described in Exhibit A.
"Financing Documents" means all loan agreements, promissory notes, bonds, indentures, security agreements, pledge agreements, mortgages, deeds of trust, intercreditor agreements, collateral assignment agreements, and all other agreements, instruments, and documents entered into or delivered by or on behalf of Seller or its Affiliates in connection with the financing or refinancing of the Facility, including without limitation the One Hundred Eight Million Dollar ($108,000,000) senior secured construction-to-term loan facility with Tralvendo National Bank, N.A. as Administrative Agent, and any amendments, supplements, modifications, replacements, or refinancings thereof.
"Financing Parties" means, collectively, Tralvendo National Bank, N.A. in its capacity as Administrative Agent, together with the syndicate lenders party to the Financing Documents from time to time, which as of the Execution Date include Osprey Commercial Lending Corp., Grandview Savings Bank, FSB, Blue Prairie Capital Markets LLC, and Tralvendo National Bank, N.A. in its capacity as a lender.
"Force Majeure" has the meaning set forth in Section 11.1.
"Governmental Approval" means any permit, license, authorization, consent, approval, registration, certification, filing, recording, or order issued by or obtained from any Governmental Authority.
"Governmental Authority" means any federal, state, local, or municipal government, any political subdivision thereof, any governmental, regulatory, or administrative agency, commission, board, body, or instrumentality, any court, tribunal, or arbitral body, and any self-regulatory organization, in each case of competent jurisdiction.
"Hub Price" means, for any Settlement Interval, the real-time settlement price (in dollars per MWh) at the ERCOT West Hub (the Settlement Hub) for such Settlement Interval, as published by ERCOT.
"Independent Engineer" means Gresham Engineering Advisors Inc., or any successor independent engineer mutually acceptable to the Parties and acceptable to the Financing Parties.
"Insurance Requirements" means the insurance coverages and requirements set forth in Exhibit E attached hereto.
"Investment Grade" means a Credit Rating of BBB− or higher from Pinnacle Ratings Group (or an equivalent rating from any other nationally recognized statistical rating organization).
"Investment Tax Credit" or "ITC" means the investment tax credit available under Section 48 of the Internal Revenue Code of 1986, as amended, or any successor provision.
"LC" or "Letter of Credit" has the meaning set forth in Section 9.1(a), and shall be substantially in the form of Exhibit D attached hereto.
"Lender Consent Agreement" means the consent to collateral assignment and direct agreement among Seller, Buyer, and the Administrative Agent (on behalf of the Financing Parties), substantially in the form of Exhibit F attached hereto, pursuant to which Buyer consents to the collateral assignment of Seller's rights under this Agreement to the Administrative Agent and the Financing Parties and agrees to certain step-in, cure, and new-PPA rights for the benefit of the Financing Parties.
"LGIA" means the Large Generation Interconnection Agreement entered into between Seller and ERCOT (Queue Position ERCOT-GI-2024-0437), executed on May 15, 2025, for the interconnection of the Facility at the Ft. Stockton 345 kV Substation via the facilities of West Texas Wires LLC, as such agreement may be amended, supplemented, or replaced from time to time.
"Longstop Date" means the date that is three hundred sixty-five (365) days after the Expected COD (i.e., April 1, 2028).
"Measurement Period" means each rolling twelve (12) consecutive calendar month period during the Delivery Term.
"Minimum Credit Threshold" means either (a) a tangible net worth of not less than One Hundred Million Dollars ($100,000,000), calculated in accordance with generally accepted accounting principles, or (b) an Investment Grade Credit Rating from Pinnacle Ratings Group.
"MW" means megawatt. "MWh" means megawatt-hour. "MWac" means megawatt alternating current. "MWdc" means megawatt direct current.
"Net Settlement Amount" has the meaning set forth in Section 5.2.
"Non-Defaulting Party" means the Party that is not the Defaulting Party.
"P50 Estimate" means the estimated annual net energy generation of three hundred fifty thousand megawatt-hours (350,000 MWh), as set forth in the independent solar resource assessment prepared by Heliograph Energy Consulting LLC for the Facility.
"Party" and "Parties" have the meanings set forth in the preamble to this Agreement.
"Period Hours" means, for any Measurement Period, the total number of hours in such Measurement Period (i.e., 8,760 hours in a non-leap year and 8,784 hours in a leap year).
"Permitted Transfer" means a transfer of direct or indirect equity interests in Seller to (a) an Affiliate of Seller, or (b) any entity that satisfies the Minimum Credit Threshold.
"Person" means any natural person, corporation, limited liability company, partnership, limited partnership, joint venture, trust, estate, unincorporated association, Governmental Authority, or other entity.
"Project Site" means the real property on which the Facility is located, consisting of approximately 1,400 acres in Pecos County, Texas, accessed via FM Road 1776, approximately 12 miles southeast of Fort Stockton, Texas 79735, as more fully described in Exhibit A.
"Prudent Industry Practice" means the practices, methods, acts, and standards of care, skill, diligence, and foresight that would reasonably and ordinarily be expected from a skilled and experienced developer, owner, or operator of solar photovoltaic electric generating facilities of a size and type similar to the Facility in the ERCOT market in the State of Texas.
"Scheduled Maintenance" means planned maintenance of the Facility that is included in the maintenance schedule provided by Seller to Buyer in accordance with Section 8.2, performed during daylight hours, and not exceeding the Scheduled Maintenance Allowance.
"Scheduled Maintenance Allowance" means two hundred (200) hours per Contract Year.
"Seller" means Saguaro Flats Solar LLC, a Delaware limited liability company.
"Seller Parent" means Calloway-Briggs Renewables Inc. ("CBR"), a Delaware corporation.
"Settlement Hub" means the ERCOT West Hub, or any successor settlement point designated by ERCOT.
"Settlement Interval" means each fifteen (15)-minute interval for which ERCOT publishes real-time settlement prices at the Settlement Hub.
"Term" has the meaning set forth in Section 2.1.
"Termination Payment" has the meaning set forth in Section 13.3.
"Transmission Provider" means West Texas Wires LLC, or any successor transmission service provider for the transmission facilities at or interconnected with the Ft. Stockton 345 kV Substation.
Section 1.2 — Rules of Interpretation
The following rules of interpretation shall apply to this Agreement:
(a) All references to "Articles," "Sections," "Exhibits," and "Schedules" are, unless otherwise specified, references to Articles, Sections, Exhibits, and Schedules of and to this Agreement.
(b) The headings of Articles and Sections are inserted for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
(c) The word "including" and its grammatical variants (including "includes" and "include") shall mean "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) Words in the singular include the plural and vice versa, and words in one gender include all genders.
(e) References to "days" shall mean calendar days unless the term "Business Days" is expressly used.
(f) References to any statute, law, rule, regulation, order, or other legal requirement shall be deemed to include any amendments, modifications, replacements, or successor provisions thereto.
(g) All references to monetary amounts are to lawful currency of the United States of America.
(h) The words "hereof," "herein," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(i) The words "shall" and "will" have equal force and effect.
(j) Any reference to any agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, or otherwise modified from time to time in accordance with its terms, except as otherwise expressly provided herein.
Section 1.3 — Exhibits and Schedules
The following Exhibits are attached to and incorporated into this Agreement by reference as if set forth herein in their entirety:
•  Exhibit A — Facility Description and Site
•  Exhibit B — Contract Price and Escalation Schedule
•  Exhibit C — Form of Buyer Guaranty
•  Exhibit D — Form of Letter of Credit (Seller Availability LC)
•  Exhibit E — Insurance Requirements
•  Exhibit F — Form of Lender Consent Agreement
In the event of any conflict or inconsistency between the body of this Agreement and any Exhibit, the body of this Agreement shall control unless the applicable Exhibit expressly provides otherwise.
ARTICLE 2 — TERM
Section 2.1 — Term
(a) This Agreement shall become effective upon mutual execution by both Parties and the satisfaction (or written waiver) of all conditions precedent set forth in Section 2.2 (the "Effective Date"). The target Effective Date is September 15, 2025.
(b) The "Delivery Term" shall commence on the Commercial Operation Date (expected to be April 1, 2027) and shall continue for a period of twenty (20) Contract Years thereafter, expiring at 11:59 p.m. Central Prevailing Time on the twentieth (20th) anniversary of the COD (expected expiration date: March 31, 2047), unless this Agreement is earlier terminated in accordance with its terms.
(c) The "Term" of this Agreement shall mean the period commencing on the Effective Date and ending on the expiration of the Delivery Term or the earlier termination of this Agreement in accordance with its terms.
(d) Notwithstanding the expiration or termination of this Agreement, the following provisions shall survive and continue in full force and effect in accordance with their respective terms: representations and warranties (Article 10), indemnification and liability (Article 12), Termination Payment obligations (Section 13.3), confidentiality (Article 18), dispute resolution (Article 20), and general provisions (Article 21), including the survival provision set forth in Section 21.14.
Section 2.2 — Conditions Precedent to Effectiveness
The effectiveness of this Agreement is subject to the satisfaction or written waiver of each of the following conditions precedent on or prior to the target Effective Date:
(a) Execution and delivery of this Agreement by both Parties.
(b) Delivery by Buyer of the Buyer Guaranty, duly executed by the Buyer Guarantor (Meridian DataCore Solutions Inc.), substantially in the form of Exhibit C, with an aggregate cap of Fourteen Million Dollars ($14,000,000).
(c) Delivery by Seller of the Seller LC (the irrevocable standby letter of credit described in Section 9.1(a)), substantially in the form of Exhibit D, issued by Tralvendo National Bank, N.A., in the initial amount of Seven Million Dollars ($7,000,000).
(d) Execution and delivery by Seller, Buyer, and the Administrative Agent of the Lender Consent Agreement, substantially in the form of Exhibit F.
(e) Delivery by each Party of (i) an officer's certificate (in the case of Buyer) or a manager's certificate (in the case of Seller) certifying the authority of the signatory and the truth and accuracy of representations and warranties, (ii) a secretary's or manager's certificate attaching copies of the organizational documents of such Party and resolutions authorizing the execution and delivery of this Agreement, and (iii) a certificate of good standing (or equivalent) issued by the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the Effective Date.
(f) Delivery by each Party of an opinion of counsel, in form and substance reasonably acceptable to the other Party, confirming due authorization, execution, and enforceability of this Agreement.
(g) Delivery by Seller of evidence of the insurance coverages required by Exhibit E, in the form of certificates of insurance naming Buyer as an additional insured where required.
(h) Delivery by Seller of evidence of the executed LGIA with ERCOT (Queue Position ERCOT-GI-2024-0437) for interconnection at the Ft. Stockton 345 kV Substation.
(i) Delivery by Seller of a copy of Pecos County Conditional Use Permit No. CUP-2025-012, approved February 10, 2025, together with evidence that such permit remains in full force and effect.
Section 2.3 — Extension
This Agreement shall not automatically extend or renew beyond the expiration of the Delivery Term. The Parties may agree to extend the Delivery Term solely by mutual written agreement executed by both Parties not less than twenty-four (24) months prior to the scheduled expiration of the Delivery Term. Any such extension agreement shall specify the duration of the extended term, the applicable Contract Price, and any other amended terms.
ARTICLE 3 — FACILITY DEVELOPMENT AND CONSTRUCTION
Section 3.1 — Construction Obligations
Seller shall be solely responsible for the development, permitting, financing, engineering, procurement, construction, testing, and commissioning of the Facility at Seller's sole cost and expense, and in accordance with Prudent Industry Practice and all applicable laws, regulations, permits, and governmental approvals. Seller shall use commercially reasonable efforts to achieve Commercial Operation by the Expected COD (April 1, 2027). Seller has engaged Sunbelt Power Construction LLC as the EPC contractor for the Facility under a fixed-price turnkey EPC contract with a total contract value of One Hundred Forty-Two Million Five Hundred Thousand Dollars ($142,500,000). Buyer shall have no obligation to fund, contribute to, or guarantee any costs associated with the development, construction, or commissioning of the Facility.
Section 3.2 — Progress Reports
Commencing on the later of (a) the Effective Date and (b) the date that is six (6) months prior to the Expected COD, Seller shall deliver to Buyer quarterly written construction progress reports within thirty (30) days after the end of each calendar quarter. Each such progress report shall include, at a minimum: (i) a summary of construction milestones achieved during the preceding quarter; (ii) an updated project schedule, including any material changes to the expected timeline for achieving COD; (iii) identification and description of any material delays, disputes, or impediments to timely construction; (iv) an update on the status of major equipment procurement and delivery; and (v) photographs of the Project Site showing the current state of construction. Seller shall promptly notify Buyer of any event or circumstance that is reasonably likely to delay the achievement of COD by more than thirty (30) days.
Section 3.3 — Delay Liquidated Damages
(a) If the Commercial Operation Date does not occur on or before the date that is one hundred eighty (180) days after the Expected COD (i.e., September 28, 2027) (the "Delay LD Start Date"), Seller shall pay Buyer delay liquidated damages in the amount of   per day (the "Delay LDs") for each day commencing on the Delay LD Start Date and continuing until the earlier of (i) the date on which COD occurs and (ii) the Longstop Date. 
(b) If the Commercial Operation Date does not occur on or before the Longstop Date (i.e., the date that is three hundred sixty-five (365) days after the Expected COD, or April 1, 2028), Buyer may terminate this Agreement upon thirty (30) days' prior written notice to Seller. Upon such termination, Seller shall refund to Buyer any amounts previously paid by Buyer under this Agreement and Seller shall pay any accrued and unpaid Delay LDs. Such Delay LDs and the right of termination shall constitute Buyer's sole and exclusive remedy for delays in achieving COD (other than delays caused by Seller's willful misconduct or fraud).
(c) Delay LDs shall be payable by Seller within ten (10) Business Days after receipt of an invoice from Buyer, delivered on a monthly basis.
Section 3.4 — Commercial Operation Date
(a) Seller shall deliver to Buyer a COD Certificate certifying that all conditions for Commercial Operation have been satisfied, together with supporting documentation. The COD Certificate shall be in a form reasonably acceptable to Buyer and shall be accompanied by the deliverables set forth in Section 22.1.
(b) Buyer shall have fifteen (15) Business Days following receipt of the COD Certificate and all supporting documentation to review and either (i) accept the COD Certificate, in which case the Commercial Operation Date shall be deemed to have occurred on the date set forth in the COD Certificate, or (ii) provide Seller with a written statement of objection specifying in reasonable detail the grounds for objection. If Buyer provides a statement of objection, the Parties shall work in good faith to resolve any outstanding issues within fifteen (15) Business Days. If the Parties are unable to resolve any dispute regarding the COD Certificate within such period, the dispute shall be submitted to the Independent Engineer for resolution, and the determination of the Independent Engineer shall be final and binding upon the Parties.
(c) The conditions for Commercial Operation shall include, without limitation: (i) completion of interconnection of the Facility with the ERCOT transmission grid in accordance with the LGIA; (ii) receipt of all governmental approvals necessary for the commercial operation of the Facility; (iii) demonstration that the Facility is operational and capable of generating at a level equal to or greater than ninety-five percent (95%) of the AC Capacity Rating (150 MWac); (iv) issuance by Sunbelt Power Construction LLC of a certificate of substantial completion under the EPC Contract; and (v) delivery by the Independent Engineer (Gresham Engineering Advisors Inc.) of a certificate confirming satisfaction of the capacity test requirements.
Section 3.5 — Interconnection
Seller shall be solely responsible for obtaining and maintaining the Large Generation Interconnection Agreement with ERCOT (Queue Position ERCOT-GI-2024-0437) and for the design, engineering, procurement, construction, installation, testing, commissioning, operation, and maintenance of all interconnection facilities necessary to interconnect the Facility with the ERCOT transmission grid at the Ft. Stockton 345 kV Substation. Seller shall be solely responsible for all interconnection costs, network upgrade costs, and transmission charges attributable to the Facility, including any charges imposed by West Texas Wires LLC or ERCOT in connection with the interconnection and operation of the Facility. Seller shall promptly notify Buyer of any material change, amendment, or termination of the LGIA or any other interconnection agreement.
ARTICLE 4 — PURCHASE AND SALE OF ENERGY AND ENVIRONMENTAL ATTRIBUTES
Section 4.1 — Sale and Purchase Obligation
(a) Subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to purchase, on a financial settlement basis in the form of a contract for differences (CfD), the Contract Quantity of Energy generated by the Facility during each Settlement Interval throughout the Delivery Term.
(b) The Parties acknowledge and agree that this Agreement is a virtual (financial) power purchase agreement. There shall be no physical delivery of electricity from Seller to Buyer. Seller shall retain the right and obligation to schedule and sell all Energy generated by the Facility into the ERCOT wholesale electricity market at the Settlement Hub. Financial settlement between the Parties shall be based on the difference between the Contract Price and the Hub Price in accordance with the settlement mechanics set forth in Section 5.2.
(c) Seller shall not enter into any other agreement for the sale of Energy or Environmental Attributes from the Facility for any period during the Delivery Term that would conflict with or impair Seller's obligations under this Agreement.
Section 4.2 — Environmental Attributes
(a) Buyer shall be entitled to receive all Environmental Attributes associated with the Contract Quantity of Energy generated by the Facility during the Delivery Term. Seller hereby assigns, transfers, and conveys to Buyer all right, title, and interest in and to such Environmental Attributes.
(b) Seller shall register the Facility with any applicable renewable energy certificate tracking system, including, without limitation, the Midwest Renewable Energy Tracking System (M-RETS) or any other tracking system designated by ERCOT or applicable Governmental Authority for the tracking and certification of RECs. Seller shall transfer all RECs associated with the Contract Quantity to Buyer's account in the applicable tracking system on a quarterly basis, within forty-five (45) days after the end of each calendar quarter.
(c) Seller shall not sell, assign, pledge, encumber, or otherwise transfer any Environmental Attributes associated with the Contract Quantity to any third party. Seller shall take all actions reasonably necessary to ensure that Buyer receives the full benefit of all Environmental Attributes associated with the Contract Quantity throughout the Delivery Term.
(d) In the event that any new category of Environmental Attributes is created or recognized by any Governmental Authority or voluntary market program after the Effective Date in connection with the generation of Energy from the Facility, such new Environmental Attributes shall be included within the definition of "Environmental Attributes" and shall be transferred to Buyer in accordance with this Section 4.2.
Section 4.3 — Title and Risk of Loss
(a) Title to Energy generated by the Facility shall pass from Seller to the transmission system at the Delivery Point (the ERCOT West Hub, for financial settlement purposes).
(b) Seller shall bear all risk of loss, damage, curtailment, and transmission congestion with respect to Energy generated by the Facility up to and including the Delivery Point. Seller shall be responsible for all costs, charges, and losses associated with the transmission and delivery of Energy from the Facility to the Delivery Point, including any congestion charges, transmission losses, or ancillary service charges imposed by ERCOT or the Transmission Provider.
ARTICLE 5 — CONTRACT PRICE AND SETTLEMENT
Section 5.1 — Contract Price
(a) The initial Contract Price shall be Twenty Dollars ($20.00) per MWh. The Contract Price shall be fixed at $20.00 per MWh for Contract Years 1 through 5 (expected to be April 1, 2027 through March 31, 2032).
(b) Beginning with Contract Year 6 and continuing through Contract Year 20, the Contract Price shall escalate at the Escalation Rate of one and one-half percent (1.50%) per annum, compounding annually. The Contract Price for each Contract Year beginning with Contract Year 6 shall be calculated as follows:
Contract Price(n) = $20.00 × (1.015)^(n−5)
where "n" is the Contract Year number (for n ≥ 6).
(c) A year-by-year Contract Price schedule is set forth in Exhibit B attached hereto. For illustrative purposes, the approximate Contract Prices for selected Contract Years are as follows:
Section 5.2 — Settlement Mechanics (Contract for Differences)
(a) For each Settlement Interval during the Delivery Term, the Net Settlement Amount shall be calculated as follows:
Net Settlement Amount = (Contract Price − Hub Price) × Contract Quantity (MWh)
where:
"Contract Price" is the applicable Contract Price for the relevant Contract Year as set forth in Section 5.1 and Exhibit B (expressed in $/MWh);
"Hub Price" is the real-time settlement price at the ERCOT West Hub for the applicable Settlement Interval (expressed in $/MWh); and
"Contract Quantity" is the quantity of Energy generated by the Facility and delivered to the Delivery Point during the applicable Settlement Interval (expressed in MWh).
(b) If the Net Settlement Amount for any Settlement Interval is a positive number (i.e., the Contract Price exceeds the Hub Price), Buyer shall pay such positive Net Settlement Amount to Seller.
(c) If the Net Settlement Amount for any Settlement Interval is a negative number (i.e., the Hub Price exceeds the Contract Price), Seller shall pay the absolute value of such negative Net Settlement Amount to Buyer.
(d) Settlement shall be performed on a monthly basis. The aggregate Net Settlement Amount for each calendar month shall be determined by summing the Net Settlement Amounts for all Settlement Intervals within such calendar month. Payment of the monthly aggregate Net Settlement Amount shall be made within twenty (20) Business Days after the end of each calendar month, in accordance with Section 5.3.
(e) For reference purposes, based on the P50 Estimate of annual generation of 350,000 MWh, the total contracted volume over the twenty (20)-year Delivery Term (on a P50 basis) is expected to be approximately 7,000,000 MWh, and the aggregate nominal contract value is estimated at approximately $140,000,000, yielding an implied blended average Contract Price of approximately $20.00 per MWh over the full Delivery Term.
Section 5.3 — Invoicing and Payment
(a) Within ten (10) Business Days after the end of each calendar month during the Delivery Term, Seller shall deliver to Buyer a monthly invoice setting forth in reasonable detail: (i) the Contract Quantity for each Settlement Interval during the preceding month; (ii) the applicable Contract Price; (iii) the applicable Hub Price for each Settlement Interval; (iv) the calculation of the Net Settlement Amount for each Settlement Interval; (v) the aggregate Net Settlement Amount for the month; (vi) any Availability LD amounts due; and (vii) such other information as Buyer may reasonably request.
(b) The Party that is the net obligor for any monthly invoice shall pay the aggregate Net Settlement Amount to the other Party within twenty (20) Business Days of receipt of such invoice. All payments shall be made by wire transfer of immediately available funds to the bank account specified by the receiving Party in writing.
(c) Any amount not paid when due shall accrue interest from the due date until the date of payment at a rate equal to the lesser of (i) the prime rate as published in The Wall Street Journal on the date such payment was due, plus two percent (2%) per annum, and (ii) the maximum rate permitted by applicable law.
(d) Disputed amounts shall be subject to the dispute resolution procedures set forth in Section 5.4. Notwithstanding any dispute, all undisputed amounts shall be paid in full when due.
Section 5.4 — Billing Disputes
(a) A Party disputing any invoice or any portion thereof shall deliver written notice to the other Party within sixty (60) days of receipt of such invoice, specifying in reasonable detail the basis for the dispute and the amount in dispute.
(b) The Parties shall use good faith efforts to resolve any billing dispute within thirty (30) Business Days after receipt of the dispute notice. During the pendency of any billing dispute, the disputed amount need not be paid, but all undisputed amounts shall be paid when due.
(c) If the Parties are unable to resolve a billing dispute within the thirty (30) Business Day negotiation period, the dispute shall be submitted for resolution in accordance with the dispute resolution procedures set forth in Article 20.
(d) Upon resolution of any billing dispute (whether by agreement or by arbitral award), the Party that is determined to have underpaid shall pay the amount of such underpayment, together with interest at the rate specified in Section 5.3(c) calculated from the original due date, within ten (10) Business Days after such resolution.
Section 5.5 — Taxes
(a) Each Party shall be responsible for the payment of all income taxes, franchise taxes, and similar taxes imposed on or attributable to such Party's income or operations.
(b) Seller shall be responsible for the payment of all taxes, fees, and charges imposed on or attributable to the generation, ownership, storage, or sale of Energy at or prior to the Delivery Point, including any property taxes on the Facility, generation taxes, severance taxes, or other taxes imposed by any Governmental Authority on the Facility or the generation of Energy therefrom.
(c) Buyer shall be responsible for the payment of all taxes, fees, and charges imposed on or attributable to the purchase, receipt, or consumption of Energy after the Delivery Point.
(d) Any transaction taxes, including sales taxes, use taxes, or gross receipts taxes, imposed on the transactions contemplated by this Agreement shall be borne by the Party upon whom the applicable taxing authority imposes the primary obligation for such tax. The Parties shall cooperate in good faith to minimize the total tax burden associated with the transactions contemplated hereby and shall provide each other with any exemption certificates, resale certificates, or other documentation as may be reasonably necessary to reduce or eliminate applicable transaction taxes.
ARTICLE 6 — AVAILABILITY GUARANTEE AND LIQUIDATED DAMAGES
Section 6.1 — Availability Guarantee
Seller guarantees that the Availability of the Facility shall be no less than   during each Measurement Period (rolling twelve (12)-month basis) throughout the Delivery Term (the "Availability Guarantee"). Availability for each Measurement Period shall be calculated as follows:
Availability = (Available Hours ÷ Period Hours) × 100
For purposes of the Availability calculation, the following hours shall be excluded from both the numerator and the denominator and treated as "Excused Hours": (a) hours during which the Facility is unavailable due to Force Majeure events; (b) hours during which the Facility is curtailed at the direction of ERCOT or the Transmission Provider (West Texas Wires LLC); and (c) hours attributable to Scheduled Maintenance, subject to a maximum Scheduled Maintenance Allowance of two hundred (200) hours per Contract Year.
Section 6.2 — Availability Liquidated Damages
(a) For each Measurement Period in which Availability falls below the Availability Guarantee threshold of  , Seller shall pay Buyer Availability Liquidated Damages ("Availability LDs") calculated as follows:
Availability LDs =   × Trailing 12-Month Revenue × Shortfall Percentage Points
where:
"Trailing 12-Month Revenue" means the aggregate revenue received or receivable by Seller under this Agreement during the twelve (12) calendar months immediately preceding the end of the applicable Measurement Period; and
"Shortfall Percentage Points" means the number of whole percentage points (or fraction thereof, calculated to one decimal place) by which the Availability falls below   during the applicable Measurement Period.
(b) By way of example, assuming annual generation at the P50 Estimate level and Contract Year 1 pricing: Trailing 12-Month Revenue = 350,000 MWh × $20.00/MWh = $7,000,000. If Availability during a Measurement Period is   (a shortfall of 1.0 percentage point), the Availability LD payable by Seller to Buyer would equal   × $7,000,000 × 1.0 =  . If Availability during a Measurement Period is   (a shortfall of 2.5 percentage points), the Availability LD would equal   × $7,000,000 × 2.5 =  .
(c) Availability LDs shall be payable by Seller within thirty (30) days after the end of the applicable Measurement Period. Availability LDs shall constitute Buyer's sole and exclusive remedy for Availability shortfalls during any Measurement Period, except for Buyer's right of termination set forth in Section 6.4.
Section 6.3 — Availability LD Cap
The total Availability LDs payable by Seller in respect of any single Measurement Period shall not exceed   of the aggregate revenue received or receivable by Seller under this Agreement during the trailing twelve (12) calendar months of such Measurement Period. Based on the P50 Estimate and Contract Year 1 pricing, the maximum Availability LD for any Measurement Period would be   × $7,000,000 =  . This cap shall not limit Buyer's right to terminate this Agreement in accordance with Section 6.4.
Section 6.4 — Buyer Termination Right for Chronic Unavailability
If Availability falls below   in any two (2) consecutive Measurement Periods and Seller fails to cure such shortfall within one hundred eighty (180) days of receipt of written notice from Buyer specifying the Availability deficiency, Buyer may terminate this Agreement upon sixty (60) days' additional written notice to Seller. Upon such termination, Seller shall pay Buyer the Termination Payment calculated in accordance with Section 13.3, and Seller shall pay all accrued and unpaid Availability LDs through the effective date of termination.
Section 6.5 — Measurement and Reporting
(a) Seller shall maintain accurate, detailed, and complete records of Facility availability, including records of all periods of planned and unplanned outages, the causes thereof, and the duration of each outage event. Such records shall be maintained for a period of not less than five (5) years following the end of the applicable Contract Year.
(b) Seller shall deliver to Buyer quarterly Availability Reports within thirty (30) days after the end of each calendar quarter. Each Availability Report shall set forth, in reasonable detail, the Availability calculation for the preceding quarter and the preceding rolling twelve (12)-month Measurement Period, including the number of Available Hours, Period Hours, Excused Hours (broken down by category), and the resulting Availability percentage.
(c) Buyer shall have the right, upon reasonable advance written notice to Seller, to engage the Independent Engineer (Gresham Engineering Advisors Inc.) to verify the accuracy of Seller's Availability data and calculations. The cost of any such verification shall be borne by Buyer unless the Independent Engineer determines that Seller's reported Availability is overstated by more than one percent (1.0%), in which case the cost shall be borne by Seller.
ARTICLE 7 — CURTAILMENT
Section 7.1 — Curtailment Defined
"Curtailment" means any reduction, limitation, or cessation of Energy generation by the Facility caused by or resulting from: (a) an ERCOT dispatch instruction, basepoint order, or other directive requiring the reduction or cessation of generation by the Facility; (b) a directive, instruction, or order of the Transmission Provider (West Texas Wires LLC) requiring the reduction or cessation of generation by the Facility for reasons related to transmission system reliability, congestion management, or grid operations; (c) transmission system emergencies affecting the deliverability of Energy from the Facility to the Settlement Hub; or (d) negative pricing at the Settlement Hub, as more fully described in Section 7.2.
Section 7.2 — Economic Curtailment
(a) If the Hub Price at the ERCOT West Hub is negative for any Settlement Interval, Seller shall have the right, but not the obligation, to curtail or reduce generation from the Facility during such Settlement Interval (an "Economic Curtailment").
(b) If Seller elects to economically curtail generation during any Settlement Interval in which the Hub Price is negative, the Contract Quantity for such Settlement Interval shall be deemed to be zero, and no Net Settlement Amount shall be calculated or payable for such Settlement Interval.
(c) Buyer acknowledges and agrees that Economic Curtailment does not constitute an Availability shortfall and shall not be taken into account in the calculation of Availability for purposes of the Availability Guarantee under Section 6.1. Hours during which the Facility is subject to Economic Curtailment shall not be counted as either Available Hours or unavailable hours for purposes of the Availability calculation.
Section 7.3 — System Curtailment
(a) If Curtailment is directed or ordered by ERCOT or the Transmission Provider (West Texas Wires LLC) for reasons other than negative pricing at the Settlement Hub (a "System Curtailment"), the hours during which such System Curtailment occurs shall be treated as Excused Hours for purposes of the Availability Guarantee calculation under Section 6.1.
(b) Neither Party shall be liable to the other Party for any losses, damages, or costs arising from or related to System Curtailment, except as set forth in Section 7.4 below.
Section 7.4 — Curtailment Risk Allocation
(a) Seller shall bear the risk of financial losses attributable to Curtailment (whether Economic Curtailment or System Curtailment) up to a threshold of   MWh per Contract Year . 
(b) Financial losses attributable to Curtailment in excess of the   shall be allocated   to Seller and   to Buyer. 
(c)  
(d)  
ARTICLE 8 — FACILITY OPERATIONS AND MAINTENANCE
Section 8.1 — Operating Standard
Seller shall operate, maintain, repair, and replace the Facility throughout the Delivery Term in accordance with Prudent Industry Practice, all applicable laws, rules, regulations, and orders of any Governmental Authority, manufacturer specifications and warranty requirements for all major equipment, and the requirements and protocols of ERCOT. Seller shall maintain a qualified operations and maintenance team or shall engage a qualified operations and maintenance contractor to perform such services. Seller shall ensure that the Facility is operated in a manner consistent with the safe and reliable generation of Energy and the maximization of Energy output consistent with long-term equipment reliability.
Section 8.2 — Scheduled Maintenance
(a) Seller shall prepare and maintain a rolling twelve (12)-month maintenance schedule for the Facility, which shall be updated on a quarterly basis and delivered to Buyer within thirty (30) days after the end of each calendar quarter.
(b) To the extent practicable, Scheduled Maintenance shall be performed during periods of lowest expected solar irradiance (e.g., overnight hours, early morning hours, or periods of anticipated cloud cover) to minimize the impact on Energy generation.
(c) Seller shall provide Buyer with at least thirty (30) days' prior written notice of any Scheduled Maintenance event that is expected to exceed forty-eight (48) continuous hours of Facility downtime or reduced capacity. Such notice shall include the expected start date, duration, scope, and anticipated impact on Energy generation.
(d) Scheduled Maintenance hours shall not exceed the Scheduled Maintenance Allowance of two hundred (200) hours per Contract Year. Scheduled Maintenance hours in excess of the Scheduled Maintenance Allowance shall not be treated as Excused Hours for purposes of the Availability calculation.
Section 8.3 — Capital Improvements
Seller may make capital improvements, modifications, upgrades, or additions to the Facility from time to time, provided that such improvements do not materially reduce the Facility's generation capacity (below 95% of the original AC Capacity Rating of 150 MWac) or Availability (below the Availability Guarantee threshold). Seller shall provide Buyer with at least sixty (60) days' prior written notice of any planned capital improvement that is reasonably expected to affect Energy generation for a period of more than seven (7) consecutive days.
Section 8.4 — ERCOT Compliance
Seller shall maintain, at all times during the Term, all registrations, qualifications, certifications, and status required by ERCOT for the Facility to operate as a generation resource within the ERCOT wholesale electricity market. Seller shall comply with all ERCOT Protocols, Operating Guides, and Nodal Operating Procedures applicable to the Facility, as such protocols and procedures may be amended from time to time. Seller shall promptly notify Buyer of any material change in the Facility's ERCOT registration status or any material non-compliance with ERCOT requirements.
ARTICLE 9 — CREDIT SUPPORT
Section 9.1 — Seller Credit Support
(a) Letter of Credit. On or prior to the Effective Date, Seller shall deliver to Buyer an irrevocable standby letter of credit (the "Seller LC") issued by Tralvendo National Bank, N.A. (or another financial institution with a Credit Rating of at least A− from Pinnacle Ratings Group and maintaining an office in the United States), in the initial amount of Seven Million Dollars ($7,000,000), which amount is equal to approximately one (1) year of estimated PPA revenues at P50 generation and Contract Year 1 pricing. The Seller LC shall be substantially in the form of Exhibit D attached hereto.
(b) LC Reduction. The amount of the Seller LC shall be reduced to Three Million Five Hundred Thousand Dollars ($3,500,000) on the fifth (5th) anniversary of the Commercial Operation Date, provided that at the time of such reduction: (i) no Event of Default by Seller is then continuing or has occurred and is continuing to be cured; and (ii) no Availability LD payment is then outstanding or unpaid. If either condition is not satisfied on the fifth (5th) anniversary, the Seller LC shall remain at Seven Million Dollars ($7,000,000) until such time as both conditions are satisfied, at which point Seller may request the reduction.
(c) LC Draws. Buyer shall have the right to draw upon the Seller LC, in whole or in part, upon the occurrence and continuance of any of the following: (i) an Event of Default by Seller under Article 13; or (ii) Seller's failure to pay any undisputed amount due to Buyer under this Agreement within ten (10) Business Days after the applicable payment due date. Buyer shall provide Seller with written notice of any draw on the Seller LC, specifying the amount drawn and the basis for the draw.
(d) LC Renewal. The Seller LC shall have an expiry date no earlier than one (1) year from its date of issuance and shall be renewed or replaced not less than thirty (30) days prior to its expiry date. If Seller fails to renew or replace the Seller LC at least thirty (30) days prior to its expiry, Buyer may draw the full face amount of the Seller LC and hold such proceeds as cash collateral until Seller delivers a replacement Seller LC. Cash collateral held by Buyer shall not accrue interest.
Section 9.2 — Buyer Credit Support
(a) Buyer Guaranty. On or prior to the Effective Date, Buyer shall cause Meridian DataCore Solutions Inc. (in its capacity as Buyer Guarantor) to execute and deliver a corporate guaranty substantially in the form of Exhibit C attached hereto (the "Buyer Guaranty"), guaranteeing all payment and performance obligations of Buyer under this Agreement, with an aggregate cap of Fourteen Million Dollars ($14,000,000), which amount is equal to approximately two (2) years of estimated PPA revenues at P50 generation and the initial Contract Price. 
(b) Buyer Guaranty Conditions. The Buyer Guaranty shall remain in full force and effect throughout the Term and for a period of twelve (12) months following the expiration or earlier termination of this Agreement. The Buyer Guaranty shall be a continuing guaranty and shall not be released, discharged, or otherwise affected by any amendment, modification, or supplement to this Agreement (unless the Buyer Guarantor expressly consents to such amendment, modification, or supplement in writing).
(c) Additional Buyer Credit Support. If, at any time during the Term, the Buyer Guarantor's Credit Rating from Pinnacle Ratings Group falls below BBB− (i.e., below Investment Grade), Seller may deliver written demand to Buyer requiring that Buyer post an irrevocable standby letter of credit in the amount of Seven Million Dollars ($7,000,000) (equal to approximately twelve (12) months' estimated payments), issued by a financial institution with a Credit Rating of at least A− and maintaining a U.S. office. Buyer shall deliver such letter of credit within thirty (30) Business Days of receipt of Seller's demand. Failure by Buyer to deliver such letter of credit within the specified period shall constitute an Event of Default by Buyer under Section 13.2(e).
Section 9.3 — General Provisions
(a) The credit support obligations set forth in this Article 9 are independent of the underlying obligations of the Parties under this Agreement and shall not be affected by any dispute regarding such underlying obligations.
(b) All letters of credit delivered pursuant to this Article 9 must be issued by a financial institution with a Credit Rating of at least A− from Pinnacle Ratings Group (or an equivalent rating from another nationally recognized statistical rating organization) and maintaining a branch or office in the United States.
(c) All costs, fees, and expenses associated with the issuance, renewal, and maintenance of any letter of credit shall be borne by the Party posting such letter of credit.
(d) If the issuing bank of any letter of credit ceases to satisfy the credit requirements set forth in Section 9.3(b), the posting Party shall, within thirty (30) Business Days, either (i) cause such letter of credit to be transferred to an issuing bank that satisfies such requirements, or (ii) deliver a replacement letter of credit from an issuing bank that satisfies such requirements.
ARTICLE 10 — REPRESENTATIONS AND WARRANTIES
Section 10.1 — Mutual Representations and Warranties
Each Party represents and warrants to the other Party, as of the Execution Date and as of the Effective Date, as follows:
(a) Organization and Good Standing. Such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation (Seller: State of Delaware; Buyer: State of Delaware), and has all requisite power and authority to own its properties, conduct its business, and perform its obligations under this Agreement.
(b) Authority. Such Party has full power and authority to execute, deliver, and perform this Agreement and each other document to be delivered by it in connection herewith. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of such Party.
(c) Binding Obligation. This Agreement has been duly executed and delivered by such Party and constitutes the legal, valid, and binding obligation of such Party, enforceable against it 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 Conflict. The execution, delivery, and performance of this Agreement by such Party does not and will not (i) violate any provision of its organizational documents (certificate of formation, limited liability company agreement, certificate of incorporation, bylaws, or equivalent documents), (ii) violate any applicable law, rule, regulation, order, judgment, or decree of any Governmental Authority, or (iii) result in a breach of, constitute a default under, or require any consent under any material agreement, instrument, or obligation to which such Party is a party or by which it or its assets are bound.
(e) Governmental Approvals. No consent, approval, authorization, order, registration, qualification, or filing with or of any Governmental Authority is required for the execution, delive