Contract analysis

I. Purpose and Background A. Purpose The purpose of this memorandum is to provide the Calderwood & Harkness LLP ("C&H") engagement team with a comprehensive map of all advisors currently retained or expected to be retained by Dunmore Energy Holdings Ltd. ("DEH") and its affiliates in connection with the proposed transfer of Production Tax Credits ("PTCs") generated by the Ridgeway Wind Project (as defined below) purs

II. Summary of Advisor Roles The following table provides a summary overview of the advisor ecosystem for the Ridgeway Wind PTC transfer transaction. Each advisor's role, key deliverables, and primary C&H coordination point are set forth below. Detailed discussion of each advisor follows in Sections III through IX. The sections that follow provide a detailed description of each advisor's engagement, scope of work, an

III. Calderwood & Harkness LLP — Legal Structuring and Transaction Counsel A. Entity Information Calderwood & Harkness LLP 700 Fifth Avenue, 33rd Floor New York, New York 10019 Calderwood & Harkness serves as outside legal counsel to DEH and its affiliates for purposes of the proposed IRC § 6418 PTC transfer transaction. This engagement is housed within the firm's Tax Department. B. Engagement Team The C&H engagement

1. Scoping and structuring advice on the mechanics of a direct transfer election under IRC § 6418, including analysis of applicable Treasury Regulations (principally Treas. Reg. §§ 1.6418-1 through 1.6418-5) and their application to the specific facts of the Ridgeway Wind Project and the DEH entity structure.

2. Review and commentary on the buyer's indicative term sheet, received from Pinnacle Atlantic Partners LP via Hargrove, Liddell & Strauss LLP, including analysis of key economic and structural terms such as the proposed $0.92/$1.00 transfer price, the 15% indemnity holdback structure, payment timing, representations and warranties, indemnification provisions, and conditions precedent.

3. Identification of key legal, tax, structural, and regulatory issues associated with the proposed transaction, including issues arising from DEH's Cayman Islands domicile, the interposition of DRI as an intermediary entity, and the disregarded entity status of RWE.

4. Preparation of a comprehensive structuring memorandum and issues list setting forth C&H's analysis and recommendations regarding the optimal transaction structure, including consideration of alternative structures and their relative merits and risks.

5. Analysis of lender consent requirements under Section 7.14 of the Redstone Capital Bank Credit Agreement dated March 28, 2023, which requires prior written consent of the administrative agent for any "transfer, sale, or assignment of tax attributes" generated by the Project. This analysis will also address the treatment of transfer consideration proceeds under the Depositary Agreement waterfall provisions dated Ma

6. Advice on engagement of additional advisors, including the insurance broker (Corbin Hale), escrow agent (Commonwealth Fiduciary), and any other advisors that may be necessary or desirable.

7. If the engagement expands to the full transaction phase: negotiation and drafting of the Transfer Agreement, escrow agreement, lender consent and/or side letter with Redstone Capital Bank, and all ancillary documents necessary to effectuate the IRC § 6418 transfer election. D. Governing Law The C&H engagement is governed by New York law. The proposed Transfer Agreement is also expected to be governed by New York l

1. Structuring Memorandum on IRC § 6418 Transfer. This memorandum will set forth C&H's analysis of the proposed transaction structure, applicable law and regulations, key structural considerations, and recommendations. The structuring memorandum will rely on Grayson Birch's PTC eligibility analysis for credit computation and bonus credit qualification inputs, and on Meridian's energy production estimate for productio

2. Preliminary Issues List. An independent C&H work product identifying all material legal, tax, structural, regulatory, and transactional issues that the engagement team has identified or anticipates in connection with the proposed transaction. This list will be informed by all advisor inputs but will represent C&H's independent professional judgment.

3. Lender Consent Analysis Memorandum. A detailed analysis of the consent requirements under Section 7.14 of the Redstone Capital Bank Credit Agreement and the treatment of PTC transfer consideration under the Depositary Agreement waterfall provisions, including a recommended approach for obtaining lender consent.

4. Review and Commentary Memorandum on Pinnacle Indicative Term Sheet. A memorandum setting forth C&H's analysis of and comments on the indicative term sheet provided by Pinnacle through HL&S, including identification of provisions that are favorable, unfavorable, or require negotiation from the seller's perspective.

5. Entity and Transaction Structure Chart. A graphic depiction of the entity ownership chain (DEH → DRI → RWE), the proposed flow of PTCs and transfer consideration, the escrow and holdback mechanics, and the relationship among the various transaction parties and agreements.

6. Advisor Coordination Memorandum. This memorandum (i.e., the present document). F. Internal References All time and expenses for this engagement should be billed to Matter No. 1016-00008, Billing Code 09417.00001.

IV. Grayson Birch & Co. LLP — Independent Tax Advisor A. Entity Information Grayson Birch & Co. LLP 1700 K Street NW, Suite 900 Washington, DC 20006 Grayson Birch & Co. LLP ("Grayson Birch") serves as the independent tax advisor retained by DEH to provide technical tax analysis and support in connection with the PTC eligibility, credit computation, IRS registration, and related matters for the Ridgeway Wind Project.

1. PTC Eligibility Memorandum. Grayson Birch will prepare a comprehensive memorandum confirming that Ridgeway Wind Energy LLC qualifies as an eligible taxpayer to generate PTCs under IRC § 45 and is eligible to make a transfer election under IRC § 6418. This memorandum will address the threshold requirements for PTC eligibility, including the "beginning of construction" safe harbor (construction start date of April 6

2. Credit Rate Analysis. Grayson Birch will verify the applicable credit rate for the PTCs generated by the Project, including: (a) The base credit rate of $0.0055 per kilowatt-hour, as adjusted for inflation for calendar year 2025; (b) The 5x bonus credit multiplier applicable to facilities that satisfy the prevailing wage and apprenticeship requirements under IRC § 45(b)(6), yielding a base credit rate (after multi

3. Cost Segregation Analysis. Grayson Birch will conduct a cost segregation analysis for the Ridgeway Wind Project based on the total project cost of approximately $412 million. While the cost segregation analysis is principally relevant to DRI's own tax position (depreciation and cost recovery), it may also be relevant to the buyer's diligence in connection with the § 6418 transfer.

4. IRS Pre-Filing Registration. Grayson Birch will manage the IRS pre-filing registration process under Treas. Reg. § 1.6418-4 via the IRS Energy Credits Online portal. Registration for TY2025 is currently pending. The procurement of a valid registration number is a prerequisite to completing the transfer election, as the transfer is not valid unless the eligible taxpayer has obtained a registration number with respe

5. Recapture Risk Analysis. Grayson Birch will analyze the substantive tax risks of PTC recapture or disallowance under IRC § 45, including the events or circumstances that could trigger a credit reduction or clawback, the applicable recapture period, and the quantum of potential recapture exposure.

6. Tax Treatment of Transfer Consideration. Grayson Birch will confirm that, under IRC § 6418(b), the transfer consideration paid by the buyer is not includible in the gross income of the seller/transferor and is treated as a non-taxable adjustment to the tax liability of the buyer/transferee.

7. Annual PTC Computation Support. Grayson Birch will provide annual computation support for the PTC amount for each taxable year during the 10-year credit period (TY2025 through TY2034). The estimated Year 1 PTC computation is as follows: • Nameplate capacity: 250 MW • Hours per year: 8,760 • P50 net capacity factor: 38.2% • Annual generation: 250,000 kW × 8,760 hrs × 0.382 = 836,220,000 kWh • Effective credit rate:

1. PTC eligibility and transfer election memorandum

2. Cost segregation study report

3. IRS registration filing support and procurement of registration number for TY2025

4. Annual credit calculation certification for each taxable year TY2025 through TY2034 E. Coordination with C&H The coordination between C&H and Grayson Birch is among the most critical interrelationships in this transaction, as both firms will be providing overlapping but distinct tax-related analysis. The following coordination points have been identified:

1. Introduction and Initial Contact. C&H is to request an introduction to Howard Ellison through Marcus Petrov, per Sylvia Hartwell's email of March 10, 2026. An initial coordination call between C&H and Grayson Birch should be scheduled during the week of March 18, 2026 to delineate scope and establish working protocols.

2. Reliance on Grayson Birch Analysis. C&H's structuring memorandum will rely on Grayson Birch's PTC eligibility analysis as the authoritative source for credit computation inputs, bonus credit qualification determinations, and technical eligibility conclusions. C&H will not independently replicate Grayson Birch's technical tax eligibility analysis but will instead cross-reference and incorporate Grayson Birch's conc

3. Delineation of Overlapping Scope. The division of labor between the two firms should be clearly understood by both engagement teams: (a) C&H leads on: legal structuring of the § 6418 transfer, negotiation and drafting of the Transfer Agreement and all ancillary documentation, lender consent analysis and negotiation, escrow agreement drafting, and coordination with counterparty counsel (HL&S). (b) Grayson Birch lea

4. Review of Draft PTC Eligibility Memo. Grayson Birch has agreed (or is expected to agree) to provide a draft of the PTC eligibility memorandum to C&H for review prior to finalization. C&H's review will focus on ensuring that the eligibility conclusions support the legal positions to be taken in the Transfer Agreement and that the memorandum adequately addresses issues that may arise in negotiations with Pinnacle an

5. Coordination on Recapture Risk. The recapture risk analysis involves both substantive tax analysis and contractual risk allocation. Grayson Birch will address the substantive tax recapture triggers and the quantum of potential recapture exposure, while C&H will address the contractual allocation of recapture risk between seller and buyer in the Transfer Agreement, including indemnification provisions, the 15% hold

6. Cayman-to-U.S. Entity Chain Issues. The fact that DEH is a Cayman Islands exempted limited company raises potential withholding or tax characterization issues with respect to the flow of transfer consideration from Pinnacle to RWE and upstream through DRI to DEH. C&H and Grayson Birch will need to coordinate their respective analyses of these issues. Specifically, C&H will need Grayson Birch's guidance on whether

V. Meridian Technical Advisors LLC — Independent Engineer A. Entity Information Meridian Technical Advisors LLC 555 Capitol Mall, Suite 1200 Sacramento, California 95814 Meridian Technical Advisors LLC ("Meridian") serves as the independent engineer retained by DEH to provide technical engineering analysis, energy production estimates, and project certification services for the Ridgeway Wind Project. B. Lead Contact

1. Energy Production Estimate. Meridian has prepared (or is in the process of finalizing) an Independent Engineer's Report establishing the expected annual energy production of the Project. The key parameters of the energy production estimate are as follows: • Nameplate capacity: 250 MW (83 turbines × 3.0 MW rated capacity, plus one 1.0 MW backup unit) • P50 net capacity factor ("NCF"): 38.2% • Estimated annual gener

2. Turbine Performance Report. Meridian will provide a turbine performance assessment evaluating the operational performance of the 83 primary turbine generators and the backup unit, including availability statistics, performance curves, and any material deficiencies or warranty claims.

3. COD Certification. Meridian will issue (or has issued) a COD Certificate confirming the commercial operations date of November 14, 2025. This certification is critical for establishing the beginning of the 10-year PTC eligibility period.

4. Construction Start Certification. Meridian will also confirm or has confirmed the construction start date of April 6, 2023, which is relevant to the "beginning of construction" safe harbor under IRC § 45. D. Key Deliverables

1. Independent Engineer's Report (energy production estimate, including P50, P75, and P90 scenarios)

2. COD Certificate (confirming commercial operations date of November 14, 2025)

3. Turbine performance assessment E. Coordination with C&H

1. Document Request. C&H is to request copies of all Meridian reports through Marcus Petrov and Angela Whitfield, per Sylvia Hartwell's document request email of March 10, 2026. The engagement team should follow up promptly if these reports have not been received by the week of March 25, 2026.

2. Input to Economic Model. Meridian's energy production estimate is a foundational input to Garrett Simmons' PTC Credit Calculation and Transfer Economics Model. Specifically, the P50 annual generation figure of 836,220,000 kWh, when multiplied by the effective credit rate of $0.03025/kWh (as determined by Grayson Birch), yields the estimated Year 1 PTC of $25,295,655. This estimate in turn drives the estimated Year

3. COD Certification — PTC Eligibility Period. Meridian's COD certification establishing November 14, 2025 as the commercial operations date is critical for determining the commencement and duration of the 10-year PTC eligibility period (TY2025 through TY2034). This certification will be relied upon by Grayson Birch in its PTC eligibility memorandum and will be a key diligence deliverable for Pinnacle and HL&S.

4. Buyer Diligence. The Meridian Independent Engineer's Report will be one of the most important diligence deliverables requested by Pinnacle Atlantic Partners LP and its counsel HL&S. As a sophisticated credit buyer with approximately $1.2 billion in prior credit purchases, Pinnacle will almost certainly require access to the full Meridian report, including all underlying assumptions, data sets, and sensitivity anal

5. Reliance Letter. C&H will need to review Meridian's reliance letter and the scope of reliance permissions extended to the buyer. It is standard market practice in § 6418 transfer transactions for the buyer to require a reliance letter from the seller's independent engineer, permitting the buyer to rely on the Independent Engineer's Report for purposes of its own investment analysis and credit underwriting. C&H sho

VI. Corbin Hale & Associates Inc. — Insurance Broker A. Entity Information Corbin Hale & Associates Inc. 200 South Wacker Drive, Suite 2800 Chicago, Illinois 60606 Corbin Hale & Associates Inc. ("Corbin Hale") serves as the insurance broker retained by DEH to advise on and broker the placement of tax credit recapture insurance for the Ridgeway Wind PTC transfer transaction. B. Lead Contact Steven Rask. Mr. Rask leads

1. Brokering Tax Credit Recapture Insurance. Corbin Hale is responsible for sourcing and placing a tax credit recapture insurance policy with Northfield Specialty Insurance Co. (80 Pine Street, New York, New York 10005). This policy is intended to backstop DEH's (and RWE's) recapture and disallowance indemnification obligations to Pinnacle under the Transfer Agreement. In the event that the PTCs transferred to Pinnac

2. Advising on Transfer Indemnity Insurance Coverage. Corbin Hale will advise DEH on the scope, limits, exclusions, and premium of the proposed insurance coverage, including the specific risks to be insured (recapture events, credit disallowance events, prevailing wage and apprenticeship compliance failures, energy community disqualification), the policy limits relative to the indemnification obligations in the Trans

3. Evaluating Buyer-Side Insurance. Corbin Hale will evaluate whether Pinnacle may require buyer-side insurance as an additional or alternative credit support mechanism. In some § 6418 transfer transactions, the buyer independently procures its own recapture insurance as a supplement to the seller's indemnification obligations. Corbin Hale will advise DEH on whether such a structure is being contemplated by Pinnacle

1. Insurance market summary and preliminary indication of terms from Northfield Specialty Insurance Co.

2. Draft insurance specifications and coverage outline

3. Final bound policy (if the transaction proceeds to the definitive documentation stage) E. Coordination with C&H

1. Defining Indemnification Scope. C&H will be responsible for defining the scope of the indemnification obligations in the Transfer Agreement that the insurance policy must backstop. This scope definition will be a critical input to Corbin Hale's and Northfield's underwriting process. The indemnification obligations are expected to cover, at a minimum: (a) PTC recapture events under IRC § 45, (b) credit disallowance

2. Policy Form Review. C&H will review the insurance policy form once it is available from Northfield, to ensure that the policy terms align with the indemnification provisions of the Transfer Agreement. Key areas of review will include the definitions of covered events, the policy limits relative to the indemnification cap, the treatment of the holdback as a first-loss layer, and any exclusions that could create gap

3. Holdback and Insurance Coordination. C&H will coordinate with Steven Rask and Corbin Hale on the interplay between the insurance coverage and the 15% indemnity holdback. Pinnacle's indicative term sheet contemplates that the recapture insurance from Northfield will serve as a backstop to the indemnity holdback (estimated at $3,490,770 for Year 1, to be deposited with Commonwealth Fiduciary Trust Company). The prec

4. Indemnification Cap Negotiation. The scope and limits of the insurance coverage will directly influence C&H's negotiation position on capping the seller's total indemnification exposure under the Transfer Agreement. If robust insurance coverage is available at acceptable premium levels, DEH may be able to negotiate a lower overall indemnification cap or a shorter survival period for indemnification obligations.

VII. Northfield Specialty Insurance Co. — Tax Credit Recapture Insurer A. Entity Information Northfield Specialty Insurance Co. 80 Pine Street New York, New York 10005 Northfield Specialty Insurance Co. ("Northfield") is the prospective provider of the tax credit recapture insurance policy for the Ridgeway Wind PTC transfer transaction. Northfield is being engaged by DEH through Corbin Hale & Associates Inc. as insur

1. Policy Form Review. C&H will review and comment on the insurance policy form once it is available from Northfield. The review will focus on ensuring that the policy definitions, triggers, exclusions, and payment mechanics are fully consistent with the indemnification provisions of the Transfer Agreement.