MEMORANDUM

MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum is a privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in connection with the provision of legal advice to Dunmore Energy Holdings Ltd. and its affiliates. This memorandum is not intended for distribution to any person outside the Calderwood & Harkness LLP engagement team identified herein without the prior written approval of the Responsible Partner.
To: Sylvia Hartwell, Responsible Partner, Tax Leonard Cross, Billing Partner, Tax Garrett Simmons, Working Associate, Tax
From: Robert Jansen, Lead Associate, Tax
Date: March 14, 2026
Re: Advisor Roles, Responsibilities, and Coordination — Proposed IRC § 6418 Transfer of Production Tax Credits — Ridgeway Wind Project
Matter No.: 1016-00008 Billing Code: 09417.00001
Right-click to update Table of Contents
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) pursuant to section 6418 of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"). This memorandum identifies each advisor's role, scope of engagement, key deliverables, and anticipated coordination points with C&H. It further maps the dependencies among the various advisor work streams and proposes a timeline for the scoping phase of C&H's engagement. The goal is to ensure that the engagement team has a clear and unified understanding of who is doing what, where responsibilities overlap, and how the various work products interrelate — thereby minimizing the risk of duplicative effort, inadvertent gaps in coverage, or miscommunication during a transaction of this complexity.
B. Client and Affiliates
The client is Dunmore Energy Holdings Ltd. ("DEH"), an exempted limited company organized under the laws of the Cayman Islands, registered with the Cayman Islands Registrar of Companies under registry number CR-284319. DEH maintains its registered office and principal place of business at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1002. DEH is a privately held company; Callum Dunmore serves as Chairman of the board and holds an approximately 68% majority equity interest.
DEH's U.S. operations are conducted through Dunmore Renewables Inc. ("DRI"), a Delaware corporation, file number 7491826, headquartered at 900 Bridger Boulevard, Suite 410, Billings, Montana 59101. DRI serves as the direct parent and sole member of the project-level entity described below.
The project company and credit generator is Ridgeway Wind Energy LLC ("RWE" or the "Project Company"), a Delaware limited liability company, file number 7603517. RWE is a disregarded entity for U.S. federal income tax purposes, with DRI as its sole member. RWE owns and operates the Ridgeway Wind Project.
C. The Project
The Ridgeway Wind Project (the "Project") is a 250-megawatt (MW) onshore wind energy generation facility situated on approximately 28,000 acres of leased ranchland located approximately 14 miles northeast of Miles City, Custer County, Montana. The Project consists of 83 wind turbine generators, each with a rated capacity of 3.0 MW, plus one 1.0 MW backup unit, for a total nameplate capacity of 250 MW. Construction of the Project commenced on April 6, 2023, and the Project achieved commercial operations ("COD") on November 14, 2025. The total project cost was approximately $412 million.
The Project's energy output is contracted under a 20-year fixed-price power purchase agreement at $38.50/MWh with Great Plains Municipal Power Authority, and the Project is interconnected to the Midcontinent Independent System Operator ("MISO") grid under a Generator Interconnection Agreement with NorthStar Transmission Holdings LLC (MISO Queue Position J-1147). Construction and term financing was provided by Redstone Capital Bank, N.A. under a Credit Agreement dated March 28, 2023, with an original construction-to-term loan commitment of $288,400,000 (representing approximately 70% of total project cost), of which approximately $271,600,000 in principal remains outstanding as of March 1, 2026.
D. The Proposed Transaction
DEH proposes, through its wholly owned subsidiary chain (DRI as sole member of RWE), to effect a direct transfer election under IRC § 6418 with respect to the PTCs generated by the Project. The prospective buyer of the transferred credits is Pinnacle Atlantic Partners LP ("Pinnacle"), a Delaware limited partnership, file number 7255043, headquartered at 277 Park Row, 18th Floor, New York, New York 10172. Pinnacle is a diversified financial services holding company with a well-established § 6418 credit acquisition program.
The proposed transfer price is $0.92 per $1.00 of credit, representing an 8% discount to face value. Based on an estimated Year 1 PTC of $25,295,655, the estimated Year 1 transfer consideration would be approximately $23,271,803. Over the anticipated 10-year PTC eligibility period (TY2025 through TY2034), the estimated aggregate transfer consideration is approximately $232,760,000, subject to annual true-up based on actual energy production and applicable credit rates.
E. Status of C&H Engagement
The C&H engagement was opened on March 9, 2026, and is currently in the prospective scoping phase. The scoping-phase fee estimate, as communicated to the client, is in the range of $85,000 to $125,000. Should the engagement expand to include the negotiation and execution of definitive transaction documents, the potential full-transaction fee estimate is in the range of $350,000 to $500,000. The engagement letter was executed by Marcus Petrov on behalf of DEH.
F. Key Client Contacts
The following individuals are the principal client contacts for purposes of this engagement:
•  Marcus Petrov, Vice President, Tax — primary point of contact for tax structuring and advisor coordination matters
•  Fiona Kessler, Chief Financial Officer — primary point of contact for financial and budgetary matters
•  Angela Whitfield, Vice President, Renewables Development — primary point of contact for project-level technical, engineering, and development matters
•  Callum Dunmore, Chairman & 68% majority shareholder — to be engaged on strategic decisions as appropriate, typically through Marcus Petrov
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, anticipated deliverables, and coordination considerations relevant to the C&H engagement team.
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 team is staffed as follows:
Sylvia Hartwell serves as the responsible partner with overall supervisory authority over the engagement and primary responsibility for the client relationship, particularly as the interface with Marcus Petrov and Fiona Kessler. Leonard Cross serves as billing partner and will participate in substantive work on an as-needed basis. Robert Jansen serves as the day-to-day lead and primary drafter on all memoranda, and is the designated point of contact for communications with counterparty counsel (HL&S) and certain advisors. Garrett Simmons supports across all work streams, with particular responsibility for the economic modeling, technical document review, and coordination with the independent engineer and escrow agent.
C. Scope of Engagement
The scope of C&H's engagement encompasses the following areas:
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 March 28, 2023.
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 law, consistent with the governing law provisions of the Redstone Capital Bank Credit Agreement and standard market practice for transactions of this nature.
E. Key Deliverables During Scoping Phase
The following deliverables are anticipated during the scoping phase of the engagement:
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 production volume assumptions.
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.
B. Lead Contact
Howard Ellison, Partner, National Tax — Renewable Energy. Mr. Ellison leads Grayson Birch's engagement and serves as the firm's primary relationship partner for DEH on this matter.
C. Scope of Engagement
Grayson Birch's scope of engagement encompasses the following areas:
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, 2023), the placed-in-service requirement (COD of November 14, 2025), and the applicable provisions governing the generation of PTCs by a disregarded entity whose regarded owner (DRI) is a U.S. corporation.
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 multiplier) of $0.0275 per kWh (inflation-adjusted);
(c) The 10% energy community bonus credit adder under IRC § 45(b)(11)(B), based on the eligibility of Custer County, Montana as a census tract with historical fossil fuel employment meeting the statutory threshold, yielding an additional $0.00275 per kWh; and
(d) The resulting effective credit rate of $0.03025 per kWh for the initial credit year, subject to annual inflation adjustments.
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 respect to each applicable tax credit and provided it to the transferee taxpayer.
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: $0.03025/kWh
•  Estimated Year 1 PTC: 836,220,000 kWh × $0.03025/kWh = $25,295,655
D. Key Deliverables
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 conclusions as inputs to C&H's legal structuring analysis.
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 leads on: technical tax eligibility analysis under IRC § 45, credit rate computation and verification (including bonus credit qualification under prevailing wage/apprenticeship and energy community provisions), IRS registration process under Treas. Reg. § 1.6418-4, cost segregation study, and annual credit calculation certification.
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 and HL&S.
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% holdback mechanics, and the insurance backstop.
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 the § 6418 transfer consideration, which is not gross income to the seller, could nonetheless give rise to withholding obligations or other tax consequences at any point in the entity chain from RWE to DRI to DEH.
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
Dr. Paul Marlowe Commerce Bank, PE. Dr. Marlowe Commerce Bank is a licensed professional engineer and leads Meridian's engagement with DEH for the Ridgeway Wind Project.
C. Scope of Engagement
Meridian's scope encompasses the following:
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 generation at P50: 836,220,000 kWh
The P50 estimate represents the level of annual energy production that has a 50% probability of being exceeded in any given year. The Independent Engineer's Report will also include P75 and P90 estimates for risk-adjusted production scenarios, which may be relevant to Pinnacle's diligence and the annual true-up mechanics of the Transfer Agreement.
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 1 transfer consideration of $23,271,803 (at a $0.92/$1.00 transfer price) and the estimated Year 1 holdback of $3,490,770 (15% of transfer consideration).
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 analyses.
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 should coordinate with Meridian and the client to ensure that the scope of reliance permissions is acceptable and does not expose DEH or Meridian to unintended liability.
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 the Corbin Hale team advising DEH on insurance matters related to the proposed transaction.
C. Scope of Engagement
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 Pinnacle are subsequently recaptured or disallowed by the Internal Revenue Service, the insurance policy would respond to cover a portion or all of the resulting loss, thereby providing an additional layer of credit support beyond the 15% indemnity holdback.
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 Transfer Agreement, and the cost-effectiveness of the coverage.
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 and, if so, how the seller-side and buyer-side policies should be coordinated.
D. Key Deliverables
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 events resulting from seller misrepresentations or failure to satisfy eligibility requirements, (c) prevailing wage and apprenticeship compliance failures that result in loss of the 5x bonus credit multiplier, and (d) energy community disqualification events that result in loss of the 10% bonus credit adder.
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 gaps in coverage.
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 precise mechanics of this backstop — including whether insurance responds only after the holdback is exhausted, or whether the holdback and insurance respond concurrently — will be a key negotiation point.
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 insurance broker.
B. Lead Contact
To be assigned. Corbin Hale is managing the initial relationship with Northfield, and a designated underwriter or coverage counsel has not yet been identified. C&H anticipates that a lead contact will be assigned once the underwriting process begins in earnest, which is expected to occur in mid-April 2026.
C. Role and Scope
Northfield's role is to issue a tax credit recapture insurance policy covering the risk of PTC recapture or disallowance with respect to the PTCs transferred by RWE to Pinnacle under the IRC § 6418 transfer election. The policy is intended to cover events under IRC § 45 that would trigger a credit reduction or clawback, including but not limited to:
(a) Recapture events arising from changes in the ownership, use, or operational status of the Project during the PTC eligibility period;
(b) Credit disallowance events arising from a determination by the IRS that RWE or the Project did not satisfy one or more eligibility requirements for the generation of PTCs;
(c) Loss of the 5x bonus credit multiplier due to failure to satisfy prevailing wage and apprenticeship requirements under IRC § 45(b)(6); and
(d) Loss of the 10% energy community bonus credit adder due to disqualification of the Project's location under IRC § 45(b)(11)(B).
The policy will serve as additional credit support complementing the 15% indemnity holdback escrowed at Commonwealth Fiduciary Trust Company. It is expected that the policy will be structured as an excess layer above the holdback, although the precise layering will be subject to negotiation.
D. Coordination with C&H
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.
2.  Alignment with Transfer Agreement. C&H will ensure that the insurance policy coordinates with the indemnification cap, holdback release mechanics, and definitions of "disallowance events" in the Transfer Agreement. Any discrepancies between the policy language and the Transfer Agreement language could create gaps in coverage or unintended exposure for the seller.
3.  Underwriting Disclosures and Privilege. The Northfield underwriting process may require disclosure of Grayson Birch's PTC eligibility memorandum, Meridian's Independent Engineer's Report, and potentially other materials that may be subject to attorney-client privilege or work product protection. C&H will manage privilege and reliance considerations in connection with any such disclosures, including evaluating whether disclosures to Northfield waive any applicable privilege and, if so, whether appropriate confidentiality or non-waiver agreements should be put in place.
VIII. Commonwealth Fiduciary Trust Company — Escrow Agent
A. Entity Information
Commonwealth Fiduciary Trust Company One Liberty Place 1650 Market Street, Suite 3600 Philadelphia, Pennsylvania 19103
Commonwealth Fiduciary Trust Company ("Commonwealth Fiduciary") is the prospective escrow agent for the indemnity holdback in connection with the Ridgeway Wind PTC transfer transaction.
B. Lead Contact
To be assigned. Commonwealth Fiduciary's designated account officer has not yet been identified. Garrett Simmons will serve as the primary C&H contact for Commonwealth Fiduciary once the engagement progresses to the escrow agreement negotiation stage.
C. Retention Structure
Commonwealth Fiduciary is anticipated to be jointly appointed by Ridgeway Wind Energy LLC (as seller/transferor) and Pinnacle Atlantic Partners LP (as buyer/transferee). Joint appointment is standard practice for escrow agents in § 6418 transfer transactions, as the escrow agent must take instructions from both parties under specified circumstances.
D. Scope of Engagement
1.  Holdback Deposits. Commonwealth Fiduciary will hold 15% of each annual transfer consideration payment in an escrow account. Based on the estimated Year 1 transfer consideration of $23,271,803, the Year 1 holdback deposit would be $3,490,770. The holdback amount for subsequent years will be determined based on actual PTC generation and the applicable transfer price.
2.  Release Period. Each holdback deposit is subject to a 36-month release period commencing from the date of each deposit. Amounts not subject to pending claims will be released to the seller upon expiration of the 36-month period.
3.  Release and Disbursement Mechanics. The specific release and disbursement mechanics will be set forth in the Escrow Agreement, which is to be negotiated among the parties. These mechanics are expected to include provisions for: (a) scheduled release of unclaimed holdback amounts after the 36-month release period, (b) procedures for submission and resolution of claims by the buyer against holdback amounts, (c) procedures for disbursement of holdback amounts to the buyer in satisfaction of valid claims, and (d) dispute resolution procedures for contested claims.
4.  Claims Resolution. The Escrow Agreement will include provisions governing the resolution of claims against holdback amounts, including notice requirements, cure periods, and the circumstances under which the escrow agent is authorized to disburse funds to the buyer without the seller's consent.
E. Key Deliverables
1.  Escrow Agreement (to be drafted and negotiated by C&H on behalf of DEH/Ridgeway Wind if the engagement expands to the full transaction phase)
2.  Periodic escrow account statements reflecting deposits, releases, claims, and balances
F. Coordination with C&H
1.  Escrow Agreement Drafting. C&H will be responsible for drafting or negotiating the Escrow Agreement on behalf of DEH and RWE. The Escrow Agreement will need to be coordinated with the Transfer Agreement, as the holdback and release mechanics in the Escrow Agreement must be fully consistent with the indemnification and holdback provisions of the Transfer Agreement.
2.  Conforming Standard Terms. Commonwealth Fiduciary is expected to propose its standard form escrow terms as a starting point for negotiation. C&H will review these standard terms and negotiate any amendments necessary to conform the escrow terms to the holdback and release mechanics agreed upon by the parties in the Transfer Agreement.
3.  Coordination with Counterparty Counsel. The Escrow Agreement will be a tri-party document among the seller (RWE), the buyer (Pinnacle), and the escrow agent (Commonwealth Fiduciary). C&H will coordinate with Hargrove, Liddell & Strauss LLP on the buyer's requirements for the Escrow Agreement, including the joint escrow instructions that will govern the escrow agent's actions.
4.  Capacity and Fee Schedule. C&H should confirm, as an early action item, that Commonwealth Fiduciary has the capacity to serve as escrow agent for a transaction of this size and duration, and should obtain Commonwealth Fiduciary's fee schedule for the engagement team's review and the client's approval.
IX. Counterparty Counsel — Hargrove, Liddell & Strauss LLP
A. Entity Information
Hargrove, Liddell & Strauss LLP 400 Lexington Avenue, Suite 3200 New York, New York 10170
Hargrove, Liddell & Strauss LLP ("HL&S") serves as outside legal counsel to Pinnacle Atlantic Partners LP in connection with the proposed IRC § 6418 PTC transfer transaction.
B. Key Personnel
C. Client — Pinnacle Atlantic Partners LP
Pinnacle Atlantic Partners LP ("Pinnacle") is a Delaware limited partnership, file number 7255043, headquartered at 277 Park Row, 18th Floor, New York, New York 10172. Pinnacle is a diversified financial services holding company with an average annual federal income tax liability of approximately $480 million (based on a three-year average). Pinnacle has an active IRC § 6418 credit acquisition program and has completed approximately $1.2 billion in prior credit purchases across solar, wind, and battery storage projects. Pinnacle's experience and sophistication as a repeat buyer in the § 6418 market is a significant factor in the proposed transaction, as it suggests that Pinnacle and HL&S will have well-developed views on transaction structure, diligence requirements, and documentation standards.
The key Pinnacle contacts for this transaction are:
•  Diana Calloway, Managing Partner
•  Jonathan Frey, Head of Tax Credit Investments
•  Priya Sandoval, SVP, Structuring
D. Role in the Transaction
HL&S serves as outside counsel to Pinnacle in its capacity as the prospective buyer of PTCs in the proposed § 6418 transfer. HL&S is responsible for advising Pinnacle on all legal and tax aspects of the credit acquisition, including negotiation and drafting of the Transfer Agreement (from the buyer's perspective), delivery of a tax opinion to Pinnacle on credit transferability and usability, and review of seller diligence materials.
E. Anticipated HL&S Deliverables to Pinnacle
1.  Transfer Agreement. HL&S is expected to prepare or provide Pinnacle's preferred form of Transfer Agreement. C&H has inquired, via Robert Jansen's email of March 18, 2026 to Catherine Yoon, whether Pinnacle has a preferred form. Given Pinnacle's extensive track record in the § 6418 market ($1.2 billion in prior purchases), it is likely that Pinnacle and HL&S have a well-developed buyer-form Transfer Agreement that they will seek to use as the starting point for negotiation.
2.  Tax Opinion to Pinnacle. HL&S will provide a tax opinion to Pinnacle confirming that the transferred PTCs are valid and usable by Pinnacle as a credit against its federal income tax liability, and that the transfer consideration is treated as a non-taxable adjustment to Pinnacle's tax liability under IRC § 6418(b).
3.  Diligence Review. HL&S will review seller diligence materials on behalf of Pinnacle, including the Grayson Birch PTC eligibility memorandum, the Meridian Independent Engineer's Report, and the COD certification. HL&S is also expected to conduct its own independent legal and tax diligence on the seller's compliance with the requirements of IRC § 45 and § 6418.
F. Coordination with C&H
1.  Primary Contact. C&H's primary contact for HL&S is Robert Jansen. The introductory email to Catherine Yoon was sent on March 18, 2026, establishing the line of communication between the two firms.
2.  Term Sheet Markup. C&H anticipates providing comments on the Pinnacle indicative term sheet within approximately two weeks of March 18, 2026 (i.e., by approximately April 1, 2026). C&H's term sheet commentary memorandum will be finalized internally and then a redline of the term sheet will be transmitted to HL&S for discussion.
3.  Transfer Agreement Negotiation. If the engagement expands to the full transaction phase, C&H and HL&S will negotiate the Transfer Agreement, Escrow Agreement, and all ancillary documents. The negotiation is expected to be principally conducted between Robert Jansen and Catherine Yoon, with partner-level involvement from Sylvia Hartwell and Nathaniel Strauss on key issues.
4.  Tax Insurance Counsel Inquiry. C&H has inquired, or will inquire, whether Pinnacle intends to engage separate tax insurance counsel (distinct from HL&S) in connection with any buyer-side recapture insurance coverage. The answer to this question will affect the coordination structure for the insurance work stream.
5.  Document Exchange and Diligence Protocol. C&H and HL&S will need to establish a document exchange and diligence protocol governing the format, timing, and confidentiality treatment of diligence materials to be shared between the parties. C&H will propose a protocol for Sylvia Hartwell's review and the client's approval.
X. Additional Parties — Project Lender and Offtaker
In addition to the advisors described in Sections III through IX, the following parties are significant stakeholders in the Ridgeway Wind Project whose interests and contractual rights must be taken into account in structuring and executing the proposed PTC transfer. While these parties are not advisors to DEH in connection with the transaction, their contractual positions create material issues that C&H must address.
A. Redstone Capital Bank, N.A. — Project Lender
Redstone Capital Bank, N.A. OCC Charter No. 18742
Redstone Capital Bank, N.A. ("Redstone") serves as the administrative agent and lead lender under the credit facilities financing the Ridgeway Wind Project. The key financing documents are:
•  Credit Agreement, dated March 28, 2023, among Ridgeway Wind Energy LLC (as borrower), Dunmore Renewables Inc. (as guarantor), Redstone Capital Bank, N.A. (as administrative agent), and the lenders party thereto.
•  Depositary Agreement, dated March 28, 2023, among Ridgeway Wind Energy LLC, Redstone Capital Bank, N.A. (as administrative agent and depositary bank), and the depositary account bank.
The original construction-to-term loan commitment was $288,400,000, representing approximately 70% of total project cost (loan-to-cost ratio). As of March 1, 2026, the outstanding principal balance is approximately $271,600,000.
Critical Issue — Lender Consent Requirement
Section 7.14 of the Credit Agreement contains a negative covenant requiring the prior written consent of the administrative agent (Redstone) for any "transfer, sale, or assignment of tax attributes" generated by the Project. The proposed IRC § 6418 transfer of PTCs to Pinnacle would constitute a "transfer" of "tax attributes" within the meaning of this provision, and accordingly, the consent of Redstone is a prerequisite to executing the transaction.
In addition, the Depositary Agreement waterfall provisions may capture PTC transfer consideration proceeds in the revenue account waterfall. If the transfer consideration received by RWE is characterized as "project revenues" or is otherwise swept into the depositary accounts, the consideration could be subject to the mandatory debt service coverage ratio cash sweep and other waterfall mechanics, potentially limiting DEH's ability to distribute the economic benefit of the transfer consideration upstream.
C&H is preparing a separate lender consent analysis memorandum addressing these issues in detail. The memorandum will analyze the specific language of Section 7.14, the definition of "tax attributes" in the Credit Agreement, the application of the Depositary Agreement waterfall to PTC transfer consideration, and the available strategies for obtaining Redstone's consent, including the possibility of negotiating a consent letter, amendment, or side letter to the Credit Agreement and/or Depositary Agreement.
Recommendation: C&H recommends early engagement with Redstone's relationship manager to initiate the consent process and, if necessary, negotiate the terms of any consent, amendment, or side letter. Obtaining lender consent is a potential gating item for the transaction, and early engagement will help identify any material objections or conditions that Redstone may impose, allowing sufficient time for negotiation. This recommendation is subject to client approval, as the client may have sensitivities regarding the timing and manner of approaching Redstone.
The Credit Agreement is governed by New York law.
B. Great Plains Municipal Power Authority — PPA Counterparty
Great Plains Municipal Power Authority ("GPMPA") is the counterparty to a 20-year fixed-price power purchase agreement (the "PPA") with Ridgeway Wind Energy LLC, executed June 12, 2023. The key terms of the PPA are as follows:
•  Contract price: $38.50/MWh (fixed for the 20-year term)
•  PPA term: November 14, 2025 through November 13, 2045 (20 years from COD)
•  Output: Substantially all of the Project's energy output
PPA revenues are the primary source of project cash flow supporting debt service to Redstone and the ongoing operational costs of the Project. The PPA is therefore a critical component of the Project's economic viability.
No direct coordination between GPMPA and C&H is anticipated in connection with the PTC transfer transaction, as the PTC transfer does not affect the terms or performance of the PPA. However, the PPA is a key diligence document that Pinnacle and HL&S will request and review as part of their credit underwriting process, as Pinnacle will want to confirm the stability and sufficiency of the Project's contracted revenue stream.
C. NorthStar Transmission Holdings LLC — Interconnection
NorthStar Transmission Holdings LLC ("NorthStar") is the counterparty to the Generator Interconnection Agreement ("GIA") with Ridgeway Wind Energy LLC, executed September 3, 2024. The Project holds MISO Queue Position J-1147.
No direct coordination between NorthStar and C&H is anticipated in connection with the PTC transfer transaction. However, the GIA is a standard diligence document that Pinnacle and HL&S will request, as it confirms the Project's grid interconnection rights and capacity.
XI. Work Streams and Deliverable Dependencies
A. Work Stream Map
The proposed PTC transfer transaction involves five parallel work streams, each led by a different advisor but with significant interdependencies. The following provides a detailed breakdown of each work stream, the deliverables within each stream, and the dependencies that link the streams together.
1. Legal Structuring (C&H Lead)
This is the core C&H work stream and encompasses the following deliverables:
(a) Structuring Memorandum. The C&H structuring memorandum is the central analytical work product of the scoping phase. It depends on two key inputs from other advisors: (i) Grayson Birch's PTC eligibility analysis (for credit computation, bonus credit qualification, and technical eligibility conclusions), and (ii) Meridian's energy production estimate (for production volume assumptions that drive the economic model). The structuring memorandum cannot be finalized until these inputs are received and reviewed.
(b) Preliminary Issues List. The issues list is an independent C&H work product but will be informed by inputs from all advisors. It will be developed on a rolling basis as the engagement team receives and reviews project documents and advisor work products.
(c) Lender Consent Analysis Memorandum. This memorandum depends on C&H's receipt and review of the Redstone Capital Bank Credit Agreement and Depositary Agreement, both dated March 28, 2023. These documents have been requested from the client via Sylvia Hartwell's document request email of March 10, 2026.
(d) Term Sheet Review and Commentary Memorandum. This deliverable depends on C&H's receipt of the Pinnacle indicative term sheet from HL&S. The term sheet is expected to be transmitted to C&H in the near term, and C&H anticipates providing comments within approximately two weeks of March 18, 2026.
(e) Entity and Transaction Structure Chart. This is an C&H internal work product that can be prepared based on information already available to the engagement team, supplemented by project documents as they are received.
2. Tax Eligibility and Registration (Grayson Birch Lead)
(a) PTC Eligibility Memorandum. The PTC eligibility memo depends on multiple inputs: (i) Meridian's COD certification (confirming the November 14, 2025 COD), (ii) construction start documentation (confirming the April 6, 2023 construction commencement for "beginning of construction" safe harbor purposes), and (iii) prevailing wage and apprenticeship compliance records from Angela Whitfield at DEH. Grayson Birch cannot finalize the eligibility memo until these inputs are received and verified.
(b) Cost Segregation Study. The cost segregation study depends on detailed project cost data (approximately $412 million total) from DEH/DRI, including an itemized breakdown of hard costs, soft costs, land lease costs, interconnection costs, and other cost categories.
(c) IRS Registration. The IRS pre-filing registration on the Energy Credits Online portal for TY2025 depends on the finalization of the PTC eligibility memo, as the registration process requires certain confirmations regarding the taxpayer's eligibility and the credit amount. The registration is currently pending.
3. Engineering and Technical (Meridian Lead)
(a) Energy Production Estimate and Turbine Performance Report. These deliverables are largely complete or in progress. The P50 net capacity factor of 38.2% has already been established by Meridian, and the formal Independent Engineer's Report is expected to be available for C&H review during the week of March 25, 2026.
(b) COD Certification. The COD certification for the November 14, 2025 commercial operations date has either been issued or is in the process of being formalized by Meridian. C&H should confirm the status of this certification with Angela Whitfield.
4. Insurance (Corbin Hale / Northfield)
(a) Market Indications and Coverage Outline. The preliminary insurance market indications from Northfield depend on C&H defining the scope of indemnification obligations in the Transfer Agreement that the insurance policy must backstop. Until C&H provides this scope definition (expected to be included in the structuring memorandum), Corbin Hale and Northfield will be working from preliminary and generic parameters.
(b) Policy Binding. The binding of the insurance policy is a downstream event that will occur only after the Transfer Agreement is substantially negotiated and the parties have agreed on the indemnification framework. This is expected to occur well after the scoping phase.
5. Escrow (Commonwealth Fiduciary)
(a) Escrow Agreement. The Escrow Agreement is a downstream document that will be drafted by C&H after the Transfer Agreement is substantially negotiated and the parties have agreed on the holdback and release mechanics. This is not a scoping-phase deliverable.
(b) Account Setup. The escrow account will be established after the escrow terms are agreed and the Escrow Agreement is executed. This is also not a scoping-phase deliverable.
B. Dependency Chart
The following table illustrates the key dependencies among deliverables across the five work streams, identifying the upstream input, the downstream deliverable that depends on it, and the critical path implications.
Critical Path Summary. The critical path for the scoping phase runs through the following sequence: (1) receipt of project documents from client → (2) Meridian energy production estimate and COD certification → (3) Grayson Birch PTC eligibility analysis → (4) C&H structuring memorandum → (5) term sheet negotiation with HL&S. In parallel, the lender consent analysis and Redstone engagement represent an independent critical path item that could become a gating constraint on the overall transaction timeline if Redstone raises material objections or conditions. Similarly, the IRS registration process is a prerequisite to the finalization of transfer consideration payments and, if delayed, could affect the transaction timeline even if all other work streams proceed on schedule.
XII. Proposed Scoping Phase Timeline
The following table sets forth the proposed timeline for the scoping phase of the engagement. This timeline is based on current information and assumptions regarding advisor availability, document delivery, and counterparty responsiveness, and is subject to adjustment as the engagement progresses.
The scoping phase is designed to be completed within approximately seven weeks from the opening of the engagement. The end-of-April target for completion of the scoping phase is predicated on reasonably prompt delivery of project documents by the client and timely completion of advisor work products. If material delays occur in document delivery or if significant issues are identified that require additional analysis, the scoping phase timeline may need to be extended.
XIII. Communication Protocols and Points of Contact
A. C&H Primary Contacts for Each Advisor
To ensure clear and consistent communication, the following C&H team members are designated as primary points of contact for each external advisor and the client:
B. Routing of Substantive Communications
All substantive communications with external advisors should be routed through or copied to the C&H engagement team. Specifically:
1.  Any outgoing communication from an C&H team member to an external advisor on a substantive matter should be copied to the full C&H engagement team (Hartwell, Cross, Jansen, Simmons).
2.  Any incoming communication from an external advisor should be promptly forwarded to the full C&H engagement team if it is not already addressed to the full team.
3.  Garrett Simmons should maintain a running log of all substantive advisor communications, including date, participants, subject matter, and key takeaways, for purposes of the engagement record.
C. Privilege and Work Product Considerations
The engagement team should be mindful of the following privilege and work product considerations in managing communications with external advisors:
1.  Common Interest / Joint Defense with Grayson Birch. C&H and Grayson Birch are both advising the same client (DEH) on related matters. Communications between C&H and Grayson Birch for purposes of providing coordinated legal and tax advice to DEH may be protected by the common interest doctrine. However, the scope of this protection varies by jurisdiction, and C&H should take care to frame communications in a manner that preserves the common interest privilege. Where appropriate, communications should be labeled as privileged and confidential and should reference the common interest relationship.
2.  Sharing C&H Privileged Analysis with Pinnacle's Counsel (HL&S). Separate protocols must be established for sharing C&H privileged analysis or work product with Pinnacle's counsel, HL&S. As a general matter, disclosure of privileged materials to an adverse party's counsel waives the privilege. Therefore, C&H should not share its internal privileged analysis (including this memorandum, the structuring memorandum, or the lender consent analysis memorandum) with HL&S. Non-privileged factual materials, such as diligence documents and advisor reports, may be shared subject to appropriate confidentiality protections and the client's approval.
3.  Disclosure to Northfield. As noted in Section VII above, the Northfield underwriting process may require disclosure of materials that are or may be subject to privilege. C&H will evaluate the privilege implications of any proposed disclosures and will establish appropriate confidentiality or non-waiver agreements as warranted.
D. Internal C&H Status Check
The C&H engagement team will conduct a weekly internal status check during the scoping phase, involving Sylvia Hartwell, Leonard Cross, Robert Jansen, and Garrett Simmons. The status check will cover the progress of each work stream, any issues or delays, upcoming milestones, and budget tracking. The weekly status check may be conducted by conference call or in person, as schedules permit, and should be scheduled for a regular time each week (to be determined).
E. Client Updates
Periodic updates will be provided to Marcus Petrov and Fiona Kessler on the progress of the scoping phase. The frequency and format of client updates will be determined in consultation with Sylvia Hartwell, but it is anticipated that updates will be provided at least biweekly, either by email or by call.
XIV. Open Items and Next Steps
The following open items require action by the C&H engagement team in the near term. Responsible team members and target dates are indicated where applicable.
1.  Schedule initial scoping call with Marcus Petrov and Fiona Kessler. An initial scoping call was requested in Sylvia Hartwell's email of March 10, 2026. If the call has not yet been scheduled, Robert Jansen should follow up promptly with Marcus Petrov's office to confirm a date and time during the week of March 18, 2026.
2.  Obtain and catalog key project documents from client. C&H's document request was transmitted on March 10, 2026. The key documents requested include the Redstone Credit Agreement, Depositary Agreement, PPA, RWE operating agreement, COD certification, Meridian Independent Engineer's Report, prevailing wage and apprenticeship compliance records, and the Pinnacle indicative term sheet. Garrett Simmons should track the status of document delivery and prepare a document index upon receipt.
3.  Arrange introduction to Howard Ellison at Grayson Birch and schedule coordination call. Robert Jansen should follow up with Marcus Petrov to arrange a formal introduction to Howard Ellison, and should then schedule an initial coordination call during the week of March 18, 2026 to delineate the respective scopes of the C&H and Grayson Birch engagements and establish working protocols for information sharing and deliverable review.
4.  Confirm with HL&S (Catherine Yoon) whether Pinnacle has a preferred form Transfer Agreement and whether Pinnacle will engage separate tax insurance counsel. Robert Jansen's introductory email to Catherine Yoon was sent on March 18, 2026. If a response has not been received within one week, Robert Jansen should follow up by phone or email.
5.  Confirm availability and engagement terms of Commonwealth Fiduciary Trust Company as escrow agent. Garrett Simmons should confirm, through Marcus Petrov or Fiona Kessler, that Commonwealth Fiduciary has been contacted and is available to s