Contract analysis

From: Robert Jansen <rjansen@calderwoodharkness.com> To: Catherine Yoon <cyoon@hls-law.com> Cc: Sylvia Hartwell <shartwell@calderwoodharkness.com> Subject: Ridgeway Wind Project — Preliminary Coordination on IRC § 6418 Transfer / Term Sheet Markup

I hope this email finds you well. My name is Robert Jansen, and I am a lead associate in the Tax Department at Calderwood & Harkness LLP, 700 Fifth Avenue, 33rd Floor, New York, NY 10019. We represent Dunmore Energy Holdings Ltd. and its subsidiaries, including Ridgeway Wind Energy LLC, in connection with the proposed transfer of Production Tax Credits generated by the Ridgeway Wind Project under IRC § 6418. I unders

By way of brief background for purposes of aligning our respective teams: the contemplated transaction involves a direct transfer election under IRC § 6418 of PTCs (under IRC § 45) generated by Ridgeway Wind Energy LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Dunmore Energy Holdings Ltd. (through Dunmore Renewables Inc., a Delaware corporation), from the 250 MW Ridgeway Wind Proje

We have reviewed the indicative term sheet previously provided by Pinnacle through your firm (via Nathaniel Strauss) outlining key commercial terms, including the proposed transfer price of $0.92 per $1.00 of credit, a 15% indemnity holdback to be escrowed with Commonwealth Fiduciary Trust Company subject to a 36-month release period, and annual lump-sum payment timing.

**Current Status and Timeline for Comments**

Our engagement is currently in the scoping and structuring phase (C&H matter number 1016-00008, opened March 9, 2026). We are coordinating with our client's independent tax advisor, Grayson Birch & Co. LLP (Howard Ellison), on the PTC eligibility analysis and IRS registration requirements under Treas. Reg. § 1.6418-4.

We anticipate providing our comments and markup on the Pinnacle indicative term sheet within approximately two weeks — targeting early April 2026. Our comments will address, among other items, seller representations, the scope and caps on indemnification obligations, the definition of disallowance events, recapture risk allocation, and payment mechanics.

In the meantime, it would be helpful if you could confirm or provide guidance on the following three items at your convenience:

1. **Tax Insurance Counsel.** Could you confirm whether Pinnacle Atlantic Partners LP intends to engage separate tax insurance counsel or a specialized insurance advisor in connection with tax credit recapture insurance? On our side, DEH is working with Corbin Hale & Associates Inc. (Steven Rask) as insurance broker on a potential recapture insurance policy from Northfield Specialty Insurance Co. Early coordination o

2. **Preferred Form of Transfer Agreement.** Does Pinnacle have a preferred form or template of Transfer Agreement (i.e., tax credit purchase and sale agreement) that it would like to use as the initial draft, or would Pinnacle prefer that C&H prepare the first draft? Given that Pinnacle has previously closed approximately $1.2 billion in IRC § 6418 credit purchases across solar, wind, and battery storage projects, w

3. **Governing Law.** Our understanding from the parties' indicative discussions is that New York law would govern the Transfer Agreement. Could you confirm that this remains Pinnacle's position?

Once we have completed our initial scoping review, I would suggest scheduling a brief introductory call between the deal teams at C&H and HL&S to discuss the path forward, key open items, and timing. Nathaniel Strauss is of course welcome to join; Sylvia Hartwell would participate from our side. I would also like to flag that the IRS Energy Credits Online pre-filing registration for TY2025 is currently pending, and t

Thank you for your time, Catherine. I look forward to working with you and the HL&S team on this transaction. Please do not hesitate to reach out if you have any questions in the interim.

Robert Jansen Associate, Tax Department Calderwood & Harkness LLP 700 Fifth Avenue, 33rd Floor New York, NY 10019 T: (212) 555-4718 E: rjansen@calderwoodharkness.com