Contract analysis

I. Tax Credit Eligibility and Compliance

II. Lender Consent and Financing Considerations

III. Transfer Agreement Terms and Commercial Structure

IV. IRS Registration and Procedural Requirements

V. Entity Structure and Withholding

VI. Advisor Coordination and Diligence Work Streams

VII. Additional Open Items and Next Steps Each category contains one or more numbered issues, with sub-issues identified where applicable. A summary table of all issues, with priority designations and status, is provided at the conclusion of this document. This issues list will be updated periodically as diligence progresses, as new issues are identified, and as existing issues are resolved or narrowed.

I. Tax Credit Eligibility and Compliance Issue 1: Confirmation of Prevailing Wage and Apprenticeship Compliance for 5x Bonus Credit Multiplier The Ridgeway Wind Project's PTC calculation is premised on the availability of the five-times (5x) bonus credit multiplier under IRC § 45(b)(6), as enacted by the Inflation Reduction Act of 2022 ("IRA"). The 5x multiplier is available only if the Project satisfies both the pre

II. Lender Consent and Financing Considerations Issue 3: Redstone Capital Bank Lender Consent Under Section 7.14 of the Credit Agreement The Ridgeway Wind Project is financed under a Credit Agreement dated March 28, 2023 (the "Credit Agreement"), between Ridgeway Wind Energy LLC, as borrower, and Redstone Capital Bank, N.A. (OCC Charter No. 18742), as administrative agent and lender ("Redstone" or "Redstone Capital B

Section 7.14 of the Credit Agreement (which has been referenced in the Client's preliminary disclosures but not yet reviewed in full) requires prior written consent of Redstone Capital Bank for any "transfer, sale, or assignment of tax attributes" generated by the Project. The proposed IRC § 6418 transfer of PTCs to Pinnacle Atlantic Partners LP almost certainly constitutes a "transfer, sale, or assignment of tax att

III. Transfer Agreement Terms and Commercial Structure Issue 4: Scope and Limits of Seller Indemnification Obligations The indicative term sheet provided by Pinnacle Atlantic Partners LP contemplates broad seller indemnification for credit disallowance, recapture, and reduction events. Indemnification is a core commercial term of any IRC § 6418 credit transfer agreement and is typically the most heavily negotiated pr

IV. IRS Registration and Procedural Requirements Issue 8: Interaction of IRS Registration Process with Transfer Closing Timeline Under Treasury Regulations § 1.6418-4, the transferor must complete a pre-filing registration on the IRS Energy Credits Online ("ECO") portal for each taxable year for which a transfer election is made under IRC § 6418. The pre-filing registration process is a mandatory prerequisite to the

V. Entity Structure and Withholding Issue 9: Cayman-to-U.S. Entity Chain and Withholding Implications The ownership structure of the Project Company involves a Cayman Islands parent entity (Dunmore Energy Holdings Ltd., CR-284319), which owns a Delaware corporation (Dunmore Renewables Inc., file number 7491826), which in turn is the sole member of a Delaware limited liability company treated as a disregarded entity f