Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H" or "we") has reviewed the indicative term sheet (the "Term Sheet") received from Pinnacle Atlantic Partners LP ("Pinnacle" or "Buyer"), dated March 12, 2026, which was delivered to Dunmore Energy Holdings Ltd. ("DEH") by Pinnacle's outside counsel, Hargrove, Liddell & Strauss LLP ("HL&S") (lead partner Nathaniel Strauss; senior associate Catherine Yoon). This memo

II. Background and Transaction Overview A. The Ridgeway Wind Project The Ridgeway Wind Project is a 250-megawatt onshore wind energy generation facility consisting of 83 wind turbines, each with a rated capacity of 3.0 MW, plus one 1.0 MW substation backup unit, for an aggregate nameplate capacity of 250 MW. The Project is situated on approximately 28,000 acres of leased ranchland located 14 miles northeast of Miles

III. Summary of Key Commercial Terms in the Term Sheet Set forth below is a detailed summary of the key commercial terms reflected in the Term Sheet, together with our analysis and commentary on each provision. A. Transfer Price The Term Sheet proposes a transfer price of $0.92 per $1.00 of eligible PTC transferred (92 cents on the dollar). Based on the estimated annual PTC of $25,295,655, the estimated Year 1 transf

IV. Seller Representations and Warranties — Analysis and Commentary The Term Sheet requires Seller to make a comprehensive set of representations and warranties, which would be brought down at each annual closing date. We address each category of representations below. A. Credit Eligibility Representations The Term Sheet requires Seller to represent and warrant that: (a) RWE is an "eligible taxpayer" as defined in IR

V. Indemnification Provisions — Analysis and Commentary The indemnification provisions in the Term Sheet are among the most significant areas requiring negotiation. As currently drafted, the indemnification framework tilts heavily in Buyer's favor and would expose Seller and its parent entities to uncapped, broadly defined liability. We address each component below. A. Scope of Seller Indemnification The Term Sheet p

VI. Definition of "Disallowance Event" — Analysis and Commentary The Term Sheet defines "Disallowance Event" as: > "any event, act, omission, change in law, IRS determination, or other circumstance that results in the disallowance, reduction, adjustment, or recapture of any transferred PTC, in whole or in part." Commentary. This definition is unacceptably broad and is, in C&H's view, the single most overreaching prov

VII. Lender Consent and Depositary Agreement Considerations The Term Sheet conditions Buyer's obligation to purchase credits on Seller having obtained prior written consent from Redstone Capital Bank, N.A. ("Redstone") under Section 7.14 of the Credit Agreement dated March 28, 2023, among RWE as borrower, DRI as guarantor, and Redstone as administrative agent and lender (the "Credit Agreement"). As noted above, the o

VIII. Tax Treatment of Transfer Consideration The Term Sheet includes provisions addressing the federal income tax treatment of the transfer consideration for both Buyer and Seller. For Buyer: The Term Sheet provides that the transfer consideration paid by Buyer is not deductible for federal income tax purposes and is treated as a non-taxable reduction in Buyer's federal income tax liability, in accordance with IRC §

IX. Cayman-to-U.S. Entity Chain and Withholding Considerations The Term Sheet requires a parent guarantee from both DRI (a Delaware corporation) and DEH (a Cayman Islands entity). While the transaction itself — the transfer of PTCs from RWE to Pinn