As previously disclosed, PowerCo is party to a Power Purchase Agreement (the "PPA") with Luminant ET Services Company LLC ("Luminant"), which requires PowerCo to provide credit support in the form of a letter of credit. Pursuant to the Reimbursement Agreement, the Bank caused the issuance of a $116.0 million standby letter of credit (the "Letter of Credit") in favor of Luminant, for the account of PowerCo, to secure PowerCo’s obligations under the PPA.

PowerCo is obligated to reimburse the Bank for any drawing under the Letter of Credit, together with interest at 12% per annum. TCDC has unconditionally guaranteed PowerCo’s obligations under the Reimbursement Agreement, and TCDC and PowerCo are jointly and severally liable for any reimbursement amount not satisfied from the cash collateral described below.

The obligations under the Reimbursement Agreement are secured by a first-priority security interest in cash collateral, which must be maintained at not less than 102% of the undrawn face amount of the Letter of Credit (approximately $118.3 million at issuance). Of the initial cash collateral, $60.0 million was funded with proceeds of the Term Loan A-2 and Term Loan A-3 under TCDC’s existing Term Loan Agreement, dated as of April 8, 2026 (as amended, the "Term Loan Agreement"), with Macquarie Equipment Capital Inc., an affiliate of the Bank, as administrative agent and lender (the "Lender"), and the balance of approximately $58.3 million was funded with cash on hand by PowerCo and TCDC. The Company expects to refinance the outstanding borrowings under the Term Loan Agreement in the near future.

In connection with the $60.0 million draw down under the Term Loan Agreement, the Company issued to the Lender warrants to purchase 413,055 shares of the Company’s common stock, par value $0.0001 per share, with an exercise price of approximately $7.26 (the "Warrants").

PowerCo will pay the Bank a fronting fee of 1.00% of the face amount of the Letter of Credit at issuance and a letter of credit fee of 2.00% per annum, payable quarterly in arrears. The Reimbursement Agreement will terminate on the date upon which all obligations under the Reimbursement Agreement and the related security agreement have been paid in full in cash and the Letter of Credit has been returned to the Bank for cancellation or otherwise terminated in accordance with its terms.