1016-00008 · Dunmore Energy Holdings · Engagement

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CALDERWOOD & HARKNESS LLP

NEW MATTER / CONFLICTS CLEARANCE MEMORANDUM

CONFIDENTIAL — ATTORNEY WORK PRODUCT / INTERNAL USE ONLY

700 Fifth Avenue, 33rd Floor New York, NY 10019

TO: Sylvia Hartwell, Partner, Tax Department

FROM: Garrett Simmons, Associate, Tax Department

DATE: March 9, 2026

RE: New Matter Conflicts Clearance — Dunmore Energy Holdings Ltd. — IRC § 6418 Transferable Tax Credit Monetization (Ridgeway Wind Project)

MATTER NUMBER: 1016-00008

BILLING CODE: 09417.00001

RESPONSIBLE PARTNER: Sylvia Hartwell

BILLING PARTNER: Leonard Cross

I. PURPOSE AND SUMMARY

This memorandum is submitted to request formal conflicts clearance for the opening of a new client matter involving the representation of Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") and its affiliates in connection with a proposed transfer of federal Production Tax Credits ("PTCs") under Section 6418 of the Internal Revenue Code of 1986, as amended (the "Code"), generated by the 250 MW Ridgeway Wind Project located in Custer County, Montana (the "Ridgeway Wind Project" or the "Project"). The proposed transferee of the PTCs is Pinnacle Atlantic Partners LP ("Pinnacle" or "PAP"), a diversified financial services holding company based in New York. The transaction involves the monetization of ten years of annual PTC allocations through one or more transfer elections under IRC § 6418, as implemented by Treasury Regulations promulgated thereunder, including Treas. Reg. §§ 1.6418-1 through 1.6418-5 (the "Transfer Transaction").

The engagement is prospective and is currently limited in scope to scoping and structuring advice regarding the Transfer Transaction. In the event that preliminary analysis supports the feasibility and commercial attractiveness of the proposed structure, the engagement may expand to encompass full transaction advisory services, including the negotiation and documentation of the definitive Transfer Agreement, coordination with the Project's existing construction-to-term lender regarding required consents, and closing support. The scope of any expanded engagement will be documented in a supplemental engagement letter and, if warranted, a supplemental conflicts clearance memorandum.

The engagement was opened on March 9, 2026. The Calderwood & Harkness engagement team for this matter consists of the following professionals:

• Sylvia Hartwell — Responsible Partner, Tax Department

• Leonard Cross — Billing Partner, Tax Department

• Robert Jansen — Lead Associate, Tax Department

• Garrett Simmons — Working Associate, Tax Department

This memorandum identifies all known parties to the proposed transaction, describes the nature of the engagement and the adverse and non-adverse relationships among the parties, sets forth the search parameters for the formal conflicts check, provides a preliminary conflicts analysis based on the preparer's current knowledge, and requests that the Conflicts Department conduct an expedited review and report results to the engagement team.

II. CLIENT IDENTIFICATION

A. Primary Client

Background. Dunmore Energy Holdings Ltd. is a privately held energy company controlled by the Dunmore family. DEH is active in upstream oil and gas operations, principally in the Permian Basin of West Texas and southeastern New Mexico, and has maintained a growing portfolio of renewable energy assets across the western United States, including onshore wind, utility-scale solar, and battery energy storage systems. Consolidated revenue for fiscal year 2025 was approximately $1.34 billion. The company is not publicly traded and does not file reports with the U.S. Securities and Exchange Commission. DEH's corporate governance structure is centered on a board of directors that includes members of the Dunmore family as well as independent directors, with Callum Dunmore serving as Chairman and holding a majority equity interest.

Key Personnel:

• Callum Dunmore — Chairman and majority shareholder (approximately 68% equity interest in DEH). Mr. Dunmore is the principal decision-maker for strategic transactions and will have final approval authority over the proposed Transfer Transaction.

• Fiona Kessler — Chief Financial Officer. Ms. Kessler oversees all financial operations of DEH and its subsidiaries and is responsible for capital allocation, treasury management, and financial reporting.

• Marcus Petrov — Vice President, Tax. Mr. Petrov is the primary client contact for this engagement and will serve as the day-to-day liaison between DEH and the Calderwood & Harkness engagement team. Mr. Petrov has substantial experience with PTC monetization structures and has previously overseen tax equity transactions for DEH's solar portfolio.

• Angela Whitfield — Vice President, Renewables Development. Ms. Whitfield oversees the development, construction, and operation of DEH's renewable energy portfolio and has direct operational responsibility for the Ridgeway Wind Project.

B. Client Affiliates

The following entities are affiliates of the primary client and are expected to be directly involved in the proposed Transfer Transaction. The engagement will encompass advice to and on behalf of each of these entities in addition to the primary client.

1. Dunmore Renewables Inc.

2. Ridgeway Wind Energy LLC.

Project Details. The Ridgeway Wind Project is a 250 MW nameplate-capacity onshore wind generation facility located on approximately 28,000 acres of leased ranchland situated approximately 14 miles northeast of Miles City in Custer County, Montana. The Project achieved commercial operations on November 14, 2025, as certified by Meridian Technical Advisors LLC (the independent engineer retained by DEH). The Project consists of approximately 83 wind turbine generators and associated balance-of-plant infrastructure. Energy produced by the Project is sold to the Great Plains Municipal Power Authority under a 20-year fixed-price power purchase agreement at a contract price of $38.50/MWh.

As an operational wind energy facility placed in service after December 31, 2022, and before January 1, 2033, the Ridgeway Wind Project is eligible to generate PTCs under IRC § 45 (as modified by the Inflation Reduction Act of 2022), and such credits are eligible for transfer under IRC § 6418. RWE, as the generator of the PTCs (or DRI, as the entity treated as the taxpayer with respect to RWE's activities), proposes to transfer a portion of the PTCs to Pinnacle Atlantic Partners LP in exchange for cash consideration.

III. DESCRIPTION OF PROPOSED ENGAGEMENT

Nature of Matter. This is an advisory engagement involving scoping and structuring advice on the monetization of transferable federal Production Tax Credits under IRC § 6418, generated by the Ridgeway Wind Project. The engagement encompasses analysis of the legal, tax, and regulatory framework applicable to the proposed Transfer Transaction and the provision of strategic recommendations to the client regarding the optimal structuring of the transfer.

Scope — Current Phase (Scoping and Structuring). The initial phase of the engagement encompasses the following tasks:

(a) Review and analysis of the buyer term sheet submitted by Pinnacle Atlantic Partners LP, including the proposed pricing (expressed as a percentage of par value of the transferred credits), payment mechanics, indemnification framework, and closing conditions;

(b) Detailed analysis of the IRC § 6418 transfer mechanics, including the eligibility requirements for the transferor and transferee, the election and registration procedures under Treas. Reg. § 1.6418-4, the treatment of excess credits and carryforward rules, and the applicable recapture provisions under IRC § 45(b)(8) and Treas. Reg. § 1.6418-5;

(c) Identification and analysis of key legal, tax, and regulatory issues arising from the proposed structure, including but not limited to (i) the interaction between the PTC transfer and the existing credit facility with Redstone Capital Bank, N.A., (ii) prevailing wage and apprenticeship requirements under IRC § 45(b)(6) and (7), (iii) domestic content bonus credit eligibility under IRC § 45(b)(9), (iv) energy community bonus credit eligibility under IRC § 45(b)(11), and (v) the treatment of the transfer for state income tax purposes in Montana and any other relevant jurisdictions;

(d) Preparation of a comprehensive issues memorandum and structuring recommendation for delivery to the client; and

(e) Advice on the engagement of additional advisors, including coordination with Grayson Birch & Co. LLP (the client's existing outside tax advisor) to delineate respective advisory scopes and avoid duplication of effort.

Potential Expanded Scope. If the initial scoping phase supports the viability of the proposed Transfer Transaction and the client elects to proceed, the engagement may expand to include the following additional services:

(a) Negotiation and documentation of the definitive Transfer Agreement between Ridgeway Wind Energy LLC (or Dunmore Renewables Inc., as applicable) and Pinnacle Atlantic Partners LP, including all ancillary agreements and schedules;

(b) Coordination with Redstone Capital Bank, N.A. (or its counsel) to obtain the required prior written lender consent for the transfer of tax attributes under Section 7.14 of the Credit Agreement, including the negotiation of any amendments or waivers necessary to effectuate the Transfer Transaction;

(d) Review of the tax credit recapture insurance policy to be issued by Northfield Specialty Insurance Co.;

(e) Assistance with the IRS registration process under Treas. Reg. § 1.6418-4; and

(f) Closing support, including preparation and delivery of legal opinions as may be required by the Transfer Agreement.

Any expansion of the engagement scope will be documented in an amended or supplemental engagement letter and will be subject to client approval and, if necessary, supplemental conflicts review.

Estimated Fees. The estimated professional fees for the engagement are as follows:

• Scoping Phase: $85,000 to $125,000 (estimated based on approximately 80 to 120 hours of professional time)

• Full Transaction Advisory (if engagement expands): $350,000 to $500,000 (estimated based on approximately 350 to 500 hours of professional time, depending on negotiation complexity, lender consent requirements, and closing timeline)

These estimates are preliminary and are subject to revision based on the actual scope of work and the complexity of issues encountered during the engagement.

Fee Basis. Fees will be billed on an hourly basis at the following standard rates for the engagement team members:

Hourly rates are subject to adjustment in accordance with the firm's standard rate schedule, as communicated to the client in the engagement letter.

Governing Law. The engagement letter will be governed by the laws of the State of New York. The proposed Transfer Agreement is expected to be governed by New York law.

IV. PROSPECTIVE COUNTERPARTY IDENTIFICATION

A. Tax Credit Buyer

Background. Pinnacle Atlantic Partners LP is a diversified financial services holding company headquartered in New York. Pinnacle maintains a significant tax credit investment platform and has been an active participant in the IRC § 6418 transferable tax credit market since the adoption of the transfer election mechanism under the Inflation Reduction Act of 2022. Pinnacle's average annual federal income tax liability over the most recent three-year period is approximately $480 million, providing substantial capacity to absorb transferred tax credits. To date, Pinnacle has closed approximately $1.2 billion in IRC § 6418 credit purchases across solar, wind, and battery energy storage projects, making it one of the more active institutional buyers in the transferable credit market.

Key Personnel:

• Diana Calloway — Managing Partner of Pinnacle Atlantic Partners LP. Ms. Calloway has overall responsibility for Pinnacle's investment strategy and portfolio management.

• Jonathan Frey — Head of Tax Credit Investments. Mr. Frey leads Pinnacle's tax credit investment platform and is the primary commercial decision-maker for the proposed Transfer Transaction.

• Priya Sandoval — Senior Vice President, Structuring. Ms. Sandoval is responsible for the structuring and documentation of Pinnacle's tax credit investments and is expected to be a principal counterpart in negotiations regarding the Transfer Agreement.

Nature of Adverse Interest. Pinnacle Atlantic Partners LP is the prospective purchaser and transferee of the Production Tax Credits generated by the Ridgeway Wind Project. As such, Pinnacle will be on the opposite side of the Transfer Agreement from Ridgeway Wind Energy LLC (or Dunmore Renewables Inc., as applicable). The interests of Pinnacle and the client are inherently adverse with respect to numerous material terms of the Transfer Agreement, including but not limited to (i) the transfer price (expressed as a percentage of the par value of the PTCs), (ii) the scope and duration of indemnification obligations, (iii) the representations and warranties to be provided by the transferor, (iv) the conditions to closing and transfer, (v) the recapture allocation and insurance requirements, and (vi) the escrow holdback amount and release conditions. Pinnacle is accordingly designated as an adverse counterparty for purposes of this conflicts analysis.

B. Counterparty Counsel

Key Personnel:

• Nathaniel Strauss — Lead Partner, Tax. Mr. Strauss is a named partner of the firm and leads the tax advisory practice. He will serve as lead outside counsel to Pinnacle in the proposed Transfer Transaction.

• Catherine Yoon — Senior Associate, Tax. Ms. Yoon is expected to handle day-to-day drafting and negotiation responsibilities on behalf of Pinnacle.

Role. Hargrove, Liddell & Strauss LLP serves as outside counsel to Pinnacle Atlantic Partners LP in the proposed Transfer Transaction. HL&S is identified here because the firm's conflicts analysis must consider whether Calderwood & Harkness has any existing relationship with HL&S or its attorneys that could create a conflict of interest or raise concerns regarding the exchange of confidential information.

V. OTHER ENGAGED PARTIES AND THIRD PARTIES

The following parties have been identified as participants in or parties related to the proposed Transfer Transaction. Each is described below along with an assessment of its relevance to the conflicts analysis.

A. Client's Outside Tax Advisor

Role. Grayson Birch & Co. LLP is an independent tax advisory firm retained by DEH. In connection with the Ridgeway Wind Project and the proposed Transfer Transaction, Grayson Birch is responsible for (i) preparing a PTC eligibility memorandum analyzing the Project's qualification for Production Tax Credits under IRC § 45, (ii) performing a cost segregation analysis for the Project's depreciable assets, and (iii) advising DEH on the IRS registration requirements applicable to transferors under Treas. Reg. § 1.6418-4, including the pre-filing registration process and the annual election mechanics.

Nature of Relationship. Grayson Birch is a co-advisor to DEH on tax matters related to the Ridgeway Wind Project. There is potential for overlapping scope between Calderwood & Harkness's engagement and Grayson Birch's mandate, particularly with respect to the analysis of IRC § 6418 transfer mechanics and PTC eligibility. The engagement team will coordinate with Grayson Birch at the outset of the engagement to delineate respective advisory scopes and establish protocols for information sharing and work product coordination. Grayson Birch is not an adverse party, and the co-advisory relationship is not expected to give rise to a conflict of interest, subject to the results of the formal conflicts search.

B. Project Lender

Role. Redstone Capital Bank, N.A. is the construction-to-term lender to Ridgeway Wind Energy LLC under a $288,400,000 credit facility documented pursuant to a Credit Agreement and Depositary Agreement, each dated March 28, 2023 (collectively, the "Financing Documents"). As of March 1, 2026, the outstanding principal balance under the credit facility is approximately $271,600,000. The Financing Documents include a comprehensive suite of covenants, representations, and conditions applicable to the Project's operations, revenue, and tax attributes.

Relevance to Conflicts Check. Redstone is a significant party with contractual rights over the Project's tax attributes. Section 7.14 of the Credit Agreement (Restrictions on Transfer of Tax Attributes) requires the prior written consent of Redstone before Ridgeway Wind Energy LLC may transfer, assign, sell, or otherwise dispose of any tax credits, tax deductions, or other tax attributes generated by the Project. Accordingly, the proposed Transfer Transaction cannot proceed without Redstone's consent, and a material portion of the engagement may involve the analysis of the consent requirements under Section 7.14, the preparation and submission of a consent request to Redstone, and potentially the negotiation of amendments or waivers to the Credit Agreement or related Financing Documents.

Redstone is neither a current client of the firm nor an adverse party in the traditional sense; however, depending on the posture of the lender consent process, the firm may be required to advocate positions on behalf of the client that are adverse to the interests of Redstone. The conflicts search should therefore include a comprehensive review of any current or prior representation of Redstone Capital Bank, N.A. or any of its affiliates.

C. Tax Credit Recapture Insurance Carrier

Role. Northfield Specialty Insurance Co. is the prospective provider of tax credit recapture insurance in connection with the proposed Transfer Transaction. The recapture insurance policy would backstop the buyer's indemnification obligations under the Transfer Agreement in the event of a recapture event under IRC § 45(b)(8) or IRC § 50(a) (to the extent applicable), providing coverage for the transferee's exposure to recaptured credit amounts, interest, and penalties. The insurance policy is a standard feature of IRC § 6418 transfer transactions and is typically required by institutional credit buyers such as Pinnacle as a condition to closing.

Relevance to Conflicts Check. Northfield may issue an insurance policy in connection with the transaction, and the firm may be required to review or comment on the terms and conditions of the policy, the exclusions and limitations, and the interplay between the insurance coverage and the indemnification provisions of the Transfer Agreement. The conflicts search should include a review of any current or prior representation of Northfield Specialty Insurance Co. to confirm that no conflicting obligations exist.

D. Escrow Agent

Role. Commonwealth Fiduciary Trust Company is the prospective escrow agent for the indemnity holdback amounts under the Transfer Agreement. Based on the buyer's preliminary term sheet, the escrow structure contemplates a holdback of 15% of each annual transfer payment, with the first-year holdback estimated at approximately $3,490,770. Escrowed amounts are subject to a 36-month release period, measured from the date of each annual transfer payment, and will be released to the transferor in accordance with the terms of the Escrow Agreement, subject to any outstanding indemnification claims or offsets.

Relevance to Conflicts Check. Commonwealth Fiduciary will be a party to the Escrow Agreement to be entered into in connection with the Transfer Transaction. The firm may be engaged to draft, review, or negotiate the terms of the Escrow Agreement on behalf of the client. The conflicts search should include a review of any current or prior representation of Commonwealth Fiduciary Trust Company.

E. Independent Engineer

Role. Meridian Technical Advisors LLC is the independent engineer retained by DEH in connection with the Ridgeway Wind Project. Meridian prepared the energy production estimate for the Project (P50 net capacity factor of 38.2%), the turbine performance report, and the commercial operations date ("COD") certification confirming that the Project achieved commercial operations on November 14, 2025. Meridian's work product is expected to be included as part of the due diligence deliverables provided to the buyer in connection with the Transfer Transaction.

Relevance to Conflicts Check. The firm may rely upon or reference Meridian's technical work product in the course of the engagement, and the buyer may require a reliance letter from Meridian in favor of Pinnacle as a condition to closing. Meridian is not an adverse party. The inclusion of Meridian in the conflicts search is for completeness and to confirm the absence of any prior adverse relationship.

F. Insurance Broker

Role. Corbin Hale & Associates Inc. is the insurance broker advising DEH on the procurement of tax credit recapture insurance and transfer indemnity insurance coverage in connection with the proposed Transfer Transaction. Corbin Hale is responsible for placing coverage with Northfield Specialty Insurance Co. on behalf of DEH and will coordinate with the engagement team and the buyer's insurance advisors regarding the scope, terms, and pricing of the insurance coverage.

Relevance to Conflicts Check. Corbin Hale has a peripheral role in the Transfer Transaction and is not expected to be adverse to the client or to any other party represented by the firm. The inclusion of Corbin Hale in the conflicts search is for completeness.

G. PPA Counterparty (for Reference)

Role. Great Plains Municipal Power Authority is the offtaker under a 20-year fixed-price power purchase agreement ("PPA") with Ridgeway Wind Energy LLC, executed June 12, 2023, at a contract price of $38.50/MWh. The PPA is the primary source of operating revenue for the Project and is a material project contract for purposes of the Financing Documents and the buyer's due diligence.

Relevance to Conflicts Check. GPMPA is not a party to the proposed credit transfer and is not expected to have any direct involvement in the Transfer Transaction. GPMPA is included in this memorandum for completeness as a material project counterparty whose interests may be indirectly affected by the transaction structure. No adverse relationship with GPMPA is anticipated.

H. Transmission Interconnection (for Reference)

Role. NorthStar Transmission Holdings LLC is the counterparty to the Generator Interconnection Agreement ("GIA") executed on September 3, 2024, under which the Ridgeway Wind Project is interconnected to the transmission grid. The Project holds MISO Queue Position J-1147. The GIA is a material project contract for purposes of the Financing Documents and the buyer's due diligence.

Relevance to Conflicts Check. NorthStar is not a party to the proposed credit transfer and is not expected to have any direct involvement in the Transfer Transaction. NorthStar is included in this memorandum for completeness as a material project counterparty. No adverse relationship with NorthStar is anticipated.

VI. CONFLICTS SEARCH PARAMETERS

The Conflicts Department is requested to conduct a comprehensive conflicts search using the parameters set forth below.

A. Search Terms

The following search terms should be run across all applicable databases. Each full legal name, short name, abbreviation, and known d/b/a or former name should be searched independently and in combination with relevant variations (including common misspellings, abbreviations, and acronyms).

Entity Names (Full Legal Names and Short Names):

1. Dunmore Energy Holdings Ltd. (DEH / Dunmore)

2. Dunmore Renewables Inc. (DRI)

3. Ridgeway Wind Energy LLC (RWE / Ridgeway Wind)

4. Pinnacle Atlantic Partners LP (PAP / Pinnacle)

5. Hargrove, Liddell & Strauss LLP (HL&S)

6. Grayson Birch & Co. LLP (Grayson Birch)

7. Redstone Capital Bank, N.A. (Redstone)

8. Northfield Specialty Insurance Co. (Northfield)

9. Commonwealth Fiduciary Trust Company (Commonwealth Fiduciary)

10. Meridian Technical Advisors LLC (Meridian)

11. Corbin Hale & Associates Inc. (Corbin Hale)

12. Great Plains Municipal Power Authority (GPMPA)

13. NorthStar Transmission Holdings LLC (NorthStar)

Key Individuals:

1. Callum Dunmore (Chairman, DEH)

2. Fiona Kessler (CFO, DEH)

3. Marcus Petrov (VP Tax, DEH)

4. Angela Whitfield (VP Renewables Development, DEH)

5. Diana Calloway (Managing Partner, Pinnacle)

6. Jonathan Frey (Head of Tax Credit Investments, Pinnacle)

7. Priya Sandoval (SVP Structuring, Pinnacle)

8. Nathaniel Strauss (Lead Partner, HL&S)

9. Catherine Yoon (Senior Associate, HL&S)

10. Howard Ellison (Partner, Grayson Birch)

11. Dr. Paul Marlowe Commerce Bank (Lead Contact, Meridian)

12. Steven Rask (Lead Contact, Corbin Hale)

Any known d/b/a names, former names, or trade names associated with any of the above entities or individuals should also be searched to the extent such information is available in the firm's records or has been disclosed by the client.

B. Databases to Search

The following databases and information sources should be searched in connection with this conflicts clearance request:

(a) Calderwood & Harkness New Business Intake System (NBIS): All pending new matter intake requests and recently opened matters.

(b) Firm-Wide Client/Matter Database: All current and historical client and matter records maintained in the firm's central conflicts database, including active matters, closed matters, and archived records across all practice groups and offices.

(c) Lateral Hire Disclosure Files: Disclosure records submitted by all lateral hires (partners, counsel, and associates) identifying prior client representations and potential conflicts from prior firms.

C. Period Covered

The conflicts search should cover all available records in the databases identified above, encompassing both current and historical matters, without limitation as to time period.

D. Priority Searches

Given the nature of the adverse relationships in the proposed transaction, the following searches should be treated as priority items and should be completed and reported first:

1. Pinnacle Atlantic Partners LP and its affiliates — As the adverse counterparty to the Transfer Transaction, any current or prior representation of Pinnacle or its affiliates is of critical importance to the conflicts analysis. The search should encompass all known Pinnacle entities, funds, and related investment vehicles.

2. Hargrove, Liddell & Strauss LLP — As counterparty counsel to Pinnacle, any current or prior relationship between Calderwood & Harkness and HL&S (including co-counsel arrangements, referral relationships, or adverse matters) should be identified and reported.

3. Redstone Capital Bank, N.A. — As the Project lender with contractual interests potentially implicated by the proposed Transfer Transaction, any current or prior representation of Redstone or its affiliates is material to the conflicts analysis, particularly any lending-side or banking-side representation that could create a positional or direct conflict with the proposed engagement.

VII. PRELIMINARY CONFLICTS ANALYSIS

The following preliminary analysis is based on the preparer's current knowledge and informal inquiries conducted prior to the submission of this memorandum. This analysis is preliminary in nature and is subject to revision upon completion of the formal conflicts search by the Conflicts Department.

A. Known Conflicts

Pinnacle Atlantic Partners LP. As of the date of this memorandum, the preparer is not aware of any current or prior representation of Pinnacle Atlantic Partners LP, any Pinnacle affiliate or related fund, or any individual associated with Pinnacle by any member of the Calderwood & Harkness engagement team or, to the preparer's knowledge, by any other attorney at the firm. The formal conflicts search is required to confirm this preliminary assessment.

Hargrove, Liddell & Strauss LLP. As of the date of this memorandum, the preparer is not aware of any current or prior representation of Hargrove, Liddell & Strauss LLP by any member of the Calderwood & Harkness engagement team or, to the preparer's knowledge, by any other attorney at the firm. The formal conflicts search is required to confirm this preliminary assessment.

B. Potential Issue — Redstone Capital Bank, N.A.

The proposed engagement may require Calderwood & Harkness to analyze the lender consent requirements under Section 7.14 of the Credit Agreement, prepare and submit a consent request to Redstone on behalf of the client, and potentially negotiate amendments or waivers to the Credit Agreement to facilitate the Transfer Transaction. To the extent that Redstone declines to grant consent on the terms requested by the client, the firm may be required to advocate positions that are adverse to Redstone's interests.

If the formal conflicts search reveals that Calderwood & Harkness currently represents Redstone Capital Bank, N.A. or any of its affiliates in any capacity — particularly in any lending, banking, or project finance matter — such representation could give rise to a direct conflict (if the subject matter is substantially related) or a positional conflict (if the firm would be advocating inconsistent positions on behalf of different clients). Any such finding would require immediate escalation to the firm's General Counsel and Conflicts Committee for evaluation and, if appropriate, the determination of whether a waiver or informed consent could be obtained from the affected clients.

As of the date of this memorandum, the preparer is not aware of any current or prior representation of Redstone Capital Bank, N.A. by the engagement team or, to the preparer's knowledge, by the firm. The formal conflicts search is required to confirm this preliminary assessment.

C. Potential Issue — Grayson Birch & Co. LLP

Grayson Birch & Co. LLP serves as the client's independent outside tax advisor and will function as a co-advisor on certain tax matters related to the Ridgeway Wind Project and the Transfer Transaction. The co-advisory relationship does not, in itself, give rise to a conflict of interest, as both firms are acting on behalf of the same client. However, the formal conflicts search should confirm that Calderwood & Harkness does not currently maintain any adverse matters against Grayson Birch or its partners and that no prior adverse relationship exists that could create awkwardness or impair the cooperative working relationship between the two firms.

As of the date of this memorandum, the preparer is not aware of any adverse matters against Grayson Birch. The formal conflicts search is required to confirm this preliminary assessment.

D. Potential Issue — Northfield Specialty Insurance Co. / Commonwealth Fiduciary Trust Company

In the event that the engagement expands to full transaction advisory, Calderwood & Harkness may be required to review, comment on, or negotiate the terms of the tax credit recapture insurance policy to be issued by Northfield Specialty Insurance Co. and the escrow agreement to be entered into with Commonwealth Fiduciary Trust Company. If the firm currently represents either Northfield or Commonwealth Fiduciary in any capacity, a potential conflict could arise — particularly if the firm's representation of such party involves insurance policy drafting, escrow administration, or fiduciary matters that could be materially affected by the positions taken on behalf of the client in this engagement.

As of the date of this memorandum, the preparer is not aware of any current representation of either Northfield Specialty Insurance Co. or Commonwealth Fiduciary Trust Company by the firm. The formal conflicts search is required to confirm this preliminary assessment.

E. Ethical Screens — Engagement Team

The preparer has confirmed with each member of the engagement team that no member of the team (Sylvia Hartwell, Leonard Cross, Robert Jansen, or Garrett Simmons) has any personal conflict of interest, prior employment relationship, or financial interest with respect to any party identified in this memorandum. Specifically:

(a) No member of the engagement team has previously been employed by or served as a consultant to any of the identified parties.

(b) No member of the engagement team holds any equity interest, debt interest, or other financial interest in any of the identified parties.

(c) No member of the engagement team has any familial or close personal relationship with any of the key personnel identified in this memorandum.

(d) No member of the engagement team has received any confidential information from any of the identified adverse or potentially adverse parties in connection with a prior representation or other professional capacity.

F. Summary Statement

Pending completion of the formal conflicts search by the Conflicts Department, no conflicts are known to the preparer as of the date of this memorandum. The preparer recommends that the formal search be conducted on an expedited basis given the engagement timeline, and that the results be reported to the Responsible Partner (Sylvia Hartwell) and the preparer (Garrett Simmons) as promptly as practicable.

VIII. WAIVER / CONSENT REQUIREMENTS

As of the date of this memorandum, the preliminary conflicts analysis has not identified any conflict requiring a waiver or informed consent from the client, any adverse party, or any third party. However, the following contingencies are noted:

(a) If the formal conflicts search identifies a current representation of Pinnacle Atlantic Partners LP or any Pinnacle affiliate, the engagement may not proceed absent a valid waiver from both the client and Pinnacle, obtained in accordance with Rule 1.7 of the New York Rules of Professional Conduct and the firm's internal conflicts policies. Given the directly adverse nature of the relationship, such a waiver may not be available or appropriate.

(b) If the formal conflicts search identifies a current representation of Redstone Capital Bank, N.A. or any Redstone affiliate in a matter that could create a direct or positional conflict, the engagement team will assess whether the conflict is consentable under Rule 1.7(b) and, if so, whether informed consent can reasonably be obtained from both the client and Redstone. The analysis will consider the nature and scope of the Redstone representation, the materiality of the lender consent process to the proposed Transfer Transaction, and the likelihood that the firm would be required to advocate positions adverse to Redstone's interests.

(c) If the formal conflicts search identifies a current representation of Northfield Specialty Insurance Co. or Commonwealth Fiduciary Trust Company in any matter that could conflict with the firm's role in reviewing or negotiating the insurance policy or escrow agreement, the engagement team will assess whether the conflict is consentable and, if so, seek the necessary waivers.

In accordance with the firm's standard conflicts policy, any material conflict identified during the formal conflicts search will be escalated to the firm's General Counsel and the Conflicts Committee before the engagement proceeds beyond the initial scoping phase. No substantive legal advice will be provided to the client, and no privileged work product will be generated, until conflicts clearance has been obtained (except to the extent necessary to preserve the client relationship during the clearance period, as permitted by firm policy).

IX. REQUESTED ACTION

The Conflicts Department is respectfully requested to take the following actions:

1. Run Conflicts Searches. Conduct the conflicts searches described in Section VI of this memorandum, using the identified search terms, databases, and priority designations, and report the results to Sylvia Hartwell (Responsible Partner) and Garrett Simmons (Working Associate).

2. Expedited Processing. This request is submitted on an expedited basis. The engagement was opened on March 9, 2026, and an initial scoping call with the client's Vice President, Tax (Marcus Petrov) is anticipated within the first week following the date of this memorandum. Prompt completion of the conflicts search is critical to ensure that the engagement team can proceed with substantive advisory work without delay. The Conflicts Department is requested to use best efforts to complete the priority searches (Pinnacle Atlantic Partners LP, Hargrove, Liddell & Strauss LLP, and Redstone Capital Bank, N.A.) within 24 hours, and the remaining searches within 48 hours, of receipt of this memorandum.

3. Report and Clearance. Upon completion of the conflicts searches, the Conflicts Department is requested to provide a written report of results and, if no disqualifying conflicts are identified, issue formal conflicts clearance for the engagement to proceed under Matter Number 1016-00008, Billing Code 09417.00001.

4. Escalation. In the event that any search result identifies a potential conflict or requires further analysis, the Conflicts Department is requested to escalate the matter promptly to the firm's General Counsel and the Conflicts Committee, with copies to Sylvia Hartwell and Garrett Simmons, so that the issue can be evaluated and resolved as expeditiously as possible.

X. CERTIFICATION AND APPROVAL

Prepared by:

Garrett Simmons Associate, Tax Department Calderwood & Harkness LLP

Date: March 9, 2026

Reviewed by:

________________________________________

Sylvia Hartwell Responsible Partner, Tax Department Calderwood & Harkness LLP

Date: ________

Conflicts Clearance:

________________________________________

Conflicts Department Calderwood & Harkness LLP

Date: ________

Comments / Conditions:

________________________________________

CONFIDENTIAL — ATTORNEY WORK PRODUCT / INTERNAL USE ONLY This memorandum is prepared for the internal use of Calderwood & Harkness LLP and is protected by the attorney work product doctrine. Distribution outside the firm is prohibited without prior authorization of the Responsible Partner or the firm's General Counsel.

Field	Detail
Full Legal Name	Dunmore Energy Holdings Ltd.
Short Name / Abbreviation	DEH / Dunmore
Entity Type	Exempted limited company
Jurisdiction of Formation	Cayman Islands
Cayman Registry Number	CR-284319
Registered Address	4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands
Field	Detail
Full Legal Name	Dunmore Renewables Inc.
Short Name	DRI
Entity Type	Corporation
Jurisdiction of Formation	Delaware
Delaware File Number	7491826
Address	900 Bridger Boulevard, Suite 410, Billings, MT 59101
Relationship to Client	Dunmore Renewables Inc. is a direct U.S. operating subsidiary of DEH. DRI serves as the domestic holding company for DEH's renewable energy assets in the United States and is the sole member of Ridgeway Wind Energy LLC, the project company for the Ridgeway Wind Project. DRI is a C corporation for U.S. federal income tax purposes.
Field	Detail
Full Legal Name	Ridgeway Wind Energy LLC
Short Name	RWE / Ridgeway Wind
Entity Type	Limited liability company
Jurisdiction of Formation	Delaware
Delaware File Number	7603517
Sole Member	Dunmore Renewables Inc.
Relationship to Client	Ridgeway Wind Energy LLC is an indirect wholly owned subsidiary of DEH, held through DRI. RWE is the project company for the 250 MW Ridgeway Wind Project and is the entity that generates and proposes to transfer the Production Tax Credits at issue in the proposed Transfer Transaction. RWE is disregarded as a separate entity from DRI for U.S. federal income tax purposes.
Professional	Title	Hourly Rate
Sylvia Hartwell	Partner	$1,650/hr

Leonard Cross	Partner	$1,575/hr
Robert Jansen	Lead Associate	$975/hr
Garrett Simmons	Working Associate	$725/hr
Field	Detail
Full Legal Name	Pinnacle Atlantic Partners LP
Short Name	PAP / Pinnacle
Entity Type	Limited partnership
Jurisdiction of Formation	Delaware
Delaware File Number	7255043
Address	277 Park Row, 18th Floor, New York, NY 10172
Field	Detail
Full Legal Name	Hargrove, Liddell & Strauss LLP
Short Name	HL&S
Entity Type	Limited liability partnership
Headquarters	400 Lexington Avenue, Suite 3200, New York, NY 10170
Field	Detail
Full Legal Name	Grayson Birch & Co. LLP
Short Name	Grayson Birch
Entity Type	Limited liability partnership
Headquarters	1700 K Street NW, Suite 900, Washington, DC 20006
Lead Contact	Howard Ellison, Partner, National Tax — Renewable Energy
Field	Detail
Full Legal Name	Redstone Capital Bank, N.A.
Short Name	Redstone
Entity Type	National banking association

OCC Charter No.	18742
Field	Detail
Full Legal Name	Northfield Specialty Insurance Co.
Short Name	Northfield
Entity Type	Insurance company (domiciled in New York)
Headquarters	80 Pine Street, New York, NY 10005
Field	Detail
Full Legal Name	Commonwealth Fiduciary Trust Company
Short Name	Commonwealth Fiduciary
Entity Type	Trust company
Headquarters	One Liberty Place, 1650 Market Street, Suite 3600, Philadelphia, PA 19103
Field	Detail
Full Legal Name	Meridian Technical Advisors LLC
Short Name	Meridian
Entity Type	Limited liability company (California)
Headquarters	555 Capitol Mall, Suite 1200, Sacramento, CA 95814
Lead Contact	Dr. Paul Marlowe Commerce Bank, PE
Field	Detail
Full Legal Name	Corbin Hale & Associates Inc.
Short Name	Corbin Hale
Entity Type	Corporation (Illinois)
Headquarters	200 South Wacker Drive, Suite 2800, Chicago, IL 60606
Lead Contact	Steven Rask
Field	Detail
Full Legal Name	Great Plains Municipal Power Authority

Short Name	GPMPA
Entity Type	Municipal power authority (Montana)
Field	Detail
Full Legal Name	NorthStar Transmission Holdings LLC
Short Name	NorthStar
Entity Type	Limited liability company (Delaware)

CALDERWOOD & HARKNESS LLP
NEW MATTER / CONFLICTS CLEARANCE MEMORANDUM
CONFIDENTIAL — ATTORNEY WORK PRODUCT / INTERNAL USE ONLY
700 Fifth Avenue, 33rd Floor New York, NY 10019
TO: Sylvia Hartwell, Partner, Tax Department
FROM: Garrett Simmons, Associate, Tax Department
DATE: March 9, 2026
RE: New Matter Conflicts Clearance — Dunmore Energy Holdings Ltd. — IRC § 6418 Transferable Tax Credit Monetization (Ridgeway Wind Project)
MATTER NUMBER: 1016-00008
BILLING CODE: 09417.00001
RESPONSIBLE PARTNER: Sylvia Hartwell
BILLING PARTNER: Leonard Cross
I. PURPOSE AND SUMMARY
This memorandum is submitted to request formal conflicts clearance for the opening of a new client matter involving the representation of Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") and its affiliates in connection with a proposed transfer of federal Production Tax Credits ("PTCs") under Section 6418 of the Internal Revenue Code of 1986, as amended (the "Code"), generated by the 250 MW Ridgeway Wind Project located in Custer County, Montana (the "Ridgeway Wind Project" or the "Project"). The proposed transferee of the PTCs is Pinnacle Atlantic Partners LP ("Pinnacle" or "PAP"), a diversified financial services holding company based in New York. The transaction involves the monetization of ten years of annual PTC allocations through one or more transfer elections under IRC § 6418, as implemented by Treasury Regulations promulgated thereunder, including Treas. Reg. §§ 1.6418-1 through 1.6418-5 (the "Transfer Transaction").
The engagement is prospective and is currently limited in scope to scoping and structuring advice regarding the Transfer Transaction. In the event that preliminary analysis supports the feasibility and commercial attractiveness of the proposed structure, the engagement may expand to encompass full transaction advisory services, including the negotiation and documentation of the definitive Transfer Agreement, coordination with the Project's existing construction-to-term lender regarding required consents, and closing support. The scope of any expanded engagement will be documented in a supplemental engagement letter and, if warranted, a supplemental conflicts clearance memorandum.
The engagement was opened on March 9, 2026. The Calderwood & Harkness engagement team for this matter consists of the following professionals:
•  Sylvia Hartwell — Responsible Partner, Tax Department
•  Leonard Cross — Billing Partner, Tax Department
•  Robert Jansen — Lead Associate, Tax Department
•  Garrett Simmons — Working Associate, Tax Department
This memorandum identifies all known parties to the proposed transaction, describes the nature of the engagement and the adverse and non-adverse relationships among the parties, sets forth the search parameters for the formal conflicts check, provides a preliminary conflicts analysis based on the preparer's current knowledge, and requests that the Conflicts Department conduct an expedited review and report results to the engagement team.
II. CLIENT IDENTIFICATION
A. Primary Client
Background. Dunmore Energy Holdings Ltd. is a privately held energy company controlled by the Dunmore family. DEH is active in upstream oil and gas operations, principally in the Permian Basin of West Texas and southeastern New Mexico, and has maintained a growing portfolio of renewable energy assets across the western United States, including onshore wind, utility-scale solar, and battery energy storage systems. Consolidated revenue for fiscal year 2025 was approximately $1.34 billion. The company is not publicly traded and does not file reports with the U.S. Securities and Exchange Commission. DEH's corporate governance structure is centered on a board of directors that includes members of the Dunmore family as well as independent directors, with Callum Dunmore serving as Chairman and holding a majority equity interest.
Key Personnel:
•  Callum Dunmore — Chairman and majority shareholder (approximately 68% equity interest in DEH). Mr. Dunmore is the principal decision-maker for strategic transactions and will have final approval authority over the proposed Transfer Transaction.
•  Fiona Kessler — Chief Financial Officer. Ms. Kessler oversees all financial operations of DEH and its subsidiaries and is responsible for capital allocation, treasury management, and financial reporting.
•  Marcus Petrov — Vice President, Tax. Mr. Petrov is the primary client contact for this engagement and will serve as the day-to-day liaison between DEH and the Calderwood & Harkness engagement team. Mr. Petrov has substantial experience with PTC monetization structures and has previously overseen tax equity transactions for DEH's solar portfolio.
•  Angela Whitfield — Vice President, Renewables Development. Ms. Whitfield oversees the development, construction, and operation of DEH's renewable energy portfolio and has direct operational responsibility for the Ridgeway Wind Project.
B. Client Affiliates
The following entities are affiliates of the primary client and are expected to be directly involved in the proposed Transfer Transaction. The engagement will encompass advice to and on behalf of each of these entities in addition to the primary client.
1. Dunmore Renewables Inc.  
2. Ridgeway Wind Energy LLC.  
Project Details. The Ridgeway Wind Project is a 250 MW nameplate-capacity onshore wind generation facility located on approximately 28,000 acres of leased ranchland situated approximately 14 miles northeast of Miles City in Custer County, Montana. The Project achieved commercial operations on November 14, 2025, as certified by Meridian Technical Advisors LLC (the independent engineer retained by DEH). The Project consists of approximately 83 wind turbine generators and associated balance-of-plant infrastructure. Energy produced by the Project is sold to the Great Plains Municipal Power Authority under a 20-year fixed-price power purchase agreement at a contract price of $38.50/MWh.
As an operational wind energy facility placed in service after December 31, 2022, and before January 1, 2033, the Ridgeway Wind Project is eligible to generate PTCs under IRC § 45 (as modified by the Inflation Reduction Act of 2022), and such credits are eligible for transfer under IRC § 6418. RWE, as the generator of the PTCs (or DRI, as the entity treated as the taxpayer with respect to RWE's activities), proposes to transfer a portion of the PTCs to Pinnacle Atlantic Partners LP in exchange for cash consideration.
III. DESCRIPTION OF PROPOSED ENGAGEMENT
Nature of Matter. This is an advisory engagement involving scoping and structuring advice on the monetization of transferable federal Production Tax Credits under IRC § 6418, generated by the Ridgeway Wind Project. The engagement encompasses analysis of the legal, tax, and regulatory framework applicable to the proposed Transfer Transaction and the provision of strategic recommendations to the client regarding the optimal structuring of the transfer.
Scope — Current Phase (Scoping and Structuring). The initial phase of the engagement encompasses the following tasks:
(a) Review and analysis of the buyer term sheet submitted by Pinnacle Atlantic Partners LP, including the proposed pricing (expressed as a percentage of par value of the transferred credits), payment mechanics, indemnification framework, and closing conditions;
(b) Detailed analysis of the IRC § 6418 transfer mechanics, including the eligibility requirements for the transferor and transferee, the election and registration procedures under Treas. Reg. § 1.6418-4, the treatment of excess credits and carryforward rules, and the applicable recapture provisions under IRC § 45(b)(8) and Treas. Reg. § 1.6418-5;
(c) Identification and analysis of key legal, tax, and regulatory issues arising from the proposed structure, including but not limited to (i) the interaction between the PTC transfer and the existing credit facility with Redstone Capital Bank, N.A., (ii) prevailing wage and apprenticeship requirements under IRC § 45(b)(6) and (7), (iii) domestic content bonus credit eligibility under IRC § 45(b)(9), (iv) energy community bonus credit eligibility under IRC § 45(b)(11), and (v) the treatment of the transfer for state income tax purposes in Montana and any other relevant jurisdictions;
(d) Preparation of a comprehensive issues memorandum and structuring recommendation for delivery to the client; and
(e) Advice on the engagement of additional advisors, including coordination with Grayson Birch & Co. LLP (the client's existing outside tax advisor) to delineate respective advisory scopes and avoid duplication of effort.
Potential Expanded Scope. If the initial scoping phase supports the viability of the proposed Transfer Transaction and the client elects to proceed, the engagement may expand to include the following additional services:
(a) Negotiation and documentation of the definitive Transfer Agreement between Ridgeway Wind Energy LLC (or Dunmore Renewables Inc., as applicable) and Pinnacle Atlantic Partners LP, including all ancillary agreements and schedules;
(b) Coordination with Redstone Capital Bank, N.A. (or its counsel) to obtain the required prior written lender consent for the transfer of tax attributes under Section 7.14 of the Credit Agreement, including the negotiation of any amendments or waivers necessary to effectuate the Transfer Transaction;
(c) Review and negotiation of the escrow agreement with Commonwealth Fiduciary Trust Company;
(d) Review of the tax credit recapture insurance policy to be issued by Northfield Specialty Insurance Co.;
(e) Assistance with the IRS registration process under Treas. Reg. § 1.6418-4; and
(f) Closing support, including preparation and delivery of legal opinions as may be required by the Transfer Agreement.
Any expansion of the engagement scope will be documented in an amended or supplemental engagement letter and will be subject to client approval and, if necessary, supplemental conflicts review.
Estimated Fees. The estimated professional fees for the engagement are as follows:
•  Scoping Phase: $85,000 to $125,000 (estimated based on approximately 80 to 120 hours of professional time)
•  Full Transaction Advisory (if engagement expands): $350,000 to $500,000 (estimated based on approximately 350 to 500 hours of professional time, depending on negotiation complexity, lender consent requirements, and closing timeline)
These estimates are preliminary and are subject to revision based on the actual scope of work and the complexity of issues encountered during the engagement.
Fee Basis. Fees will be billed on an hourly basis at the following standard rates for the engagement team members:
Hourly rates are subject to adjustment in accordance with the firm's standard rate schedule, as communicated to the client in the engagement letter.
Governing Law. The engagement letter will be governed by the laws of the State of New York. The proposed Transfer Agreement is expected to be governed by New York law.
IV. PROSPECTIVE COUNTERPARTY IDENTIFICATION
A. Tax Credit Buyer
Background. Pinnacle Atlantic Partners LP is a diversified financial services holding company headquartered in New York. Pinnacle maintains a significant tax credit investment platform and has been an active participant in the IRC § 6418 transferable tax credit market since the adoption of the transfer election mechanism under the Inflation Reduction Act of 2022. Pinnacle's average annual federal income tax liability over the most recent three-year period is approximately $480 million, providing substantial capacity to absorb transferred tax credits. To date, Pinnacle has closed approximately $1.2 billion in IRC § 6418 credit purchases across solar, wind, and battery energy storage projects, making it one of the more active institutional buyers in the transferable credit market.
Key Personnel:
•  Diana Calloway — Managing Partner of Pinnacle Atlantic Partners LP. Ms. Calloway has overall responsibility for Pinnacle's investment strategy and portfolio management.
•  Jonathan Frey — Head of Tax Credit Investments. Mr. Frey leads Pinnacle's tax credit investment platform and is the primary commercial decision-maker for the proposed Transfer Transaction.
•  Priya Sandoval — Senior Vice President, Structuring. Ms. Sandoval is responsible for the structuring and documentation of Pinnacle's tax credit investments and is expected to be a principal counterpart in negotiations regarding the Transfer Agreement.
Nature of Adverse Interest. Pinnacle Atlantic Partners LP is the prospective purchaser and transferee of the Production Tax Credits generated by the Ridgeway Wind Project. As such, Pinnacle will be on the opposite side of the Transfer Agreement from Ridgeway Wind Energy LLC (or Dunmore Renewables Inc., as applicable). The interests of Pinnacle and the client are inherently adverse with respect to numerous material terms of the Transfer Agreement, including but not limited to (i) the transfer price (expressed as a percentage of the par value of the PTCs), (ii) the scope and duration of indemnification obligations, (iii) the representations and warranties to be provided by the transferor, (iv) the conditions to closing and transfer, (v) the recapture allocation and insurance requirements, and (vi) the escrow holdback amount and release conditions. Pinnacle is accordingly designated as an adverse counterparty for purposes of this conflicts analysis.
B. Counterparty Counsel
Key Personnel:
•  Nathaniel Strauss — Lead Partner, Tax. Mr. Strauss is a named partner of the firm and leads the tax advisory practice. He will serve as lead outside counsel to Pinnacle in the proposed Transfer Transaction.
•  Catherine Yoon — Senior Associate, Tax. Ms. Yoon is expected to handle day-to-day drafting and negotiation responsibilities on behalf of Pinnacle.
Role. Hargrove, Liddell & Strauss LLP serves as outside counsel to Pinnacle Atlantic Partners LP in the proposed Transfer Transaction. HL&S is identified here because the firm's conflicts analysis must consider whether Calderwood & Harkness has any existing relationship with HL&S or its attorneys that could create a conflict of interest or raise concerns regarding the exchange of confidential information.
V. OTHER ENGAGED PARTIES AND THIRD PARTIES
The following parties have been identified as participants in or parties related to the proposed Transfer Transaction. Each is described below along with an assessment of its relevance to the conflicts analysis.
A. Client's Outside Tax Advisor
Role. Grayson Birch & Co. LLP is an independent tax advisory firm retained by DEH. In connection with the Ridgeway Wind Project and the proposed Transfer Transaction, Grayson Birch is responsible for (i) preparing a PTC eligibility memorandum analyzing the Project's qualification for Production Tax Credits under IRC § 45, (ii) performing a cost segregation analysis for the Project's depreciable assets, and (iii) advising DEH on the IRS registration requirements applicable to transferors under Treas. Reg. § 1.6418-4, including the pre-filing registration process and the annual election mechanics.
Nature of Relationship. Grayson Birch is a co-advisor to DEH on tax matters related to the Ridgeway Wind Project. There is potential for overlapping scope between Calderwood & Harkness's engagement and Grayson Birch's mandate, particularly with respect to the analysis of IRC § 6418 transfer mechanics and PTC eligibility. The engagement team will coordinate with Grayson Birch at the outset of the engagement to delineate respective advisory scopes and establish protocols for information sharing and work product coordination. Grayson Birch is not an adverse party, and the co-advisory relationship is not expected to give rise to a conflict of interest, subject to the results of the formal conflicts search.
B. Project Lender
Role. Redstone Capital Bank, N.A. is the construction-to-term lender to Ridgeway Wind Energy LLC under a $288,400,000 credit facility documented pursuant to a Credit Agreement and Depositary Agreement, each dated March 28, 2023 (collectively, the "Financing Documents"). As of March 1, 2026, the outstanding principal balance under the credit facility is approximately $271,600,000. The Financing Documents include a comprehensive suite of covenants, representations, and conditions applicable to the Project's operations, revenue, and tax attributes.
Relevance to Conflicts Check. Redstone is a significant party with contractual rights over the Project's tax attributes. Section 7.14 of the Credit Agreement (Restrictions on Transfer of Tax Attributes) requires the prior written consent of Redstone before Ridgeway Wind Energy LLC may transfer, assign, sell, or otherwise dispose of any tax credits, tax deductions, or other tax attributes generated by the Project. Accordingly, the proposed Transfer Transaction cannot proceed without Redstone's consent, and a material portion of the engagement may involve the analysis of the consent requirements under Section 7.14, the preparation and submission of a consent request to Redstone, and potentially the negotiation of amendments or waivers to the Credit Agreement or related Financing Documents.
Redstone is neither a current client of the firm nor an adverse party in the traditional sense; however, depending on the posture of the lender consent process, the firm may be required to advocate positions on behalf of the client that are adverse to the interests of Redstone. The conflicts search should therefore include a comprehensive review of any current or prior representation of Redstone Capital Bank, N.A. or any of its affiliates.
C. Tax Credit Recapture Insurance Carrier
Role. Northfield Specialty Insurance Co. is the prospective provider of tax credit recapture insurance in connection with the proposed Transfer Transaction. The recapture insurance policy would backstop the buyer's indemnification obligations under the Transfer Agreement in the event of a recapture event under IRC § 45(b)(8) or IRC § 50(a) (to the extent applicable), providing coverage for the transferee's exposure to recaptured credit amounts, interest, and penalties. The insurance policy is a standard feature of IRC § 6418 transfer transactions and is typically required by institutional credit buyers such as Pinnacle as a condition to closing.
Relevance to Conflicts Check. Northfield may issue an insurance policy in connection with the transaction, and the firm may be required to review or comment on the terms and conditions of the policy, the exclusions and limitations, and the interplay between the insurance coverage and the indemnification provisions of the Transfer Agreement. The conflicts search should include a review of any current or prior representation of Northfield Specialty Insurance Co. to confirm that no conflicting obligations exist.
D. Escrow Agent
Role. Commonwealth Fiduciary Trust Company is the prospective escrow agent for the indemnity holdback amounts under the Transfer Agreement. Based on the buyer's preliminary term sheet, the escrow structure contemplates a holdback of 15% of each annual transfer payment, with the first-year holdback estimated at approximately $3,490,770. Escrowed amounts are subject to a 36-month release period, measured from the date of each annual transfer payment, and will be released to the transferor in accordance with the terms of the Escrow Agreement, subject to any outstanding indemnification claims or offsets.
Relevance to Conflicts Check. Commonwealth Fiduciary will be a party to the Escrow Agreement to be entered into in connection with the Transfer Transaction. The firm may be engaged to draft, review, or negotiate the terms of the Escrow Agreement on behalf of the client. The conflicts search should include a review of any current or prior representation of Commonwealth Fiduciary Trust Company.
E. Independent Engineer
Role. Meridian Technical Advisors LLC is the independent engineer retained by DEH in connection with the Ridgeway Wind Project. Meridian prepared the energy production estimate for the Project (P50 net capacity factor of 38.2%), the turbine performance report, and the commercial operations date ("COD") certification confirming that the Project achieved commercial operations on November 14, 2025. Meridian's work product is expected to be included as part of the due diligence deliverables provided to the buyer in connection with the Transfer Transaction.
Relevance to Conflicts Check. The firm may rely upon or reference Meridian's technical work product in the course of the engagement, and the buyer may require a reliance letter from Meridian in favor of Pinnacle as a condition to closing. Meridian is not an adverse party. The inclusion of Meridian in the conflicts search is for completeness and to confirm the absence of any prior adverse relationship.
F. Insurance Broker
Role. Corbin Hale & Associates Inc. is the insurance broker advising DEH on the procurement of tax credit recapture insurance and transfer indemnity insurance coverage in connection with the proposed Transfer Transaction. Corbin Hale is responsible for placing coverage with Northfield Specialty Insurance Co. on behalf of DEH and will coordinate with the engagement team and the buyer's insurance advisors regarding the scope, terms, and pricing of the insurance coverage.
Relevance to Conflicts Check. Corbin Hale has a peripheral role in the Transfer Transaction and is not expected to be adverse to the client or to any other party represented by the firm. The inclusion of Corbin Hale in the conflicts search is for completeness.
G. PPA Counterparty (for Reference)
Role. Great Plains Municipal Power Authority is the offtaker under a 20-year fixed-price power purchase agreement ("PPA") with Ridgeway Wind Energy LLC, executed June 12, 2023, at a contract price of $38.50/MWh. The PPA is the primary source of operating revenue for the Project and is a material project contract for purposes of the Financing Documents and the buyer's due diligence.
Relevance to Conflicts Check. GPMPA is not a party to the proposed credit transfer and is not expected to have any direct involvement in the Transfer Transaction. GPMPA is included in this memorandum for completeness as a material project counterparty whose interests may be indirectly affected by the transaction structure. No adverse relationship with GPMPA is anticipated.
H. Transmission Interconnection (for Reference)
Role. NorthStar Transmission Holdings LLC is the counterparty to the Generator Interconnection Agreement ("GIA") executed on September 3, 2024, under which the Ridgeway Wind Project is interconnected to the transmission grid. The Project holds MISO Queue Position J-1147. The GIA is a material project contract for purposes of the Financing Documents and the buyer's due diligence.
Relevance to Conflicts Check. NorthStar is not a party to the proposed credit transfer and is not expected to have any direct involvement in the Transfer Transaction. NorthStar is included in this memorandum for completeness as a material project counterparty. No adverse relationship with NorthStar is anticipated.
VI. CONFLICTS SEARCH PARAMETERS
The Conflicts Department is requested to conduct a comprehensive conflicts search using the parameters set forth below.
A. Search Terms
The following search terms should be run across all applicable databases. Each full legal name, short name, abbreviation, and known d/b/a or former name should be searched independently and in combination with relevant variations (including common misspellings, abbreviations, and acronyms).
Entity Names (Full Legal Names and Short Names):
1.  Dunmore Energy Holdings Ltd. (DEH / Dunmore)
2.  Dunmore Renewables Inc. (DRI)
3.  Ridgeway Wind Energy LLC (RWE / Ridgeway Wind)
4.  Pinnacle Atlantic Partners LP (PAP / Pinnacle)
5.  Hargrove, Liddell & Strauss LLP (HL&S)
6.  Grayson Birch & Co. LLP (Grayson Birch)
7.  Redstone Capital Bank, N.A. (Redstone)
8.  Northfield Specialty Insurance Co. (Northfield)
9.  Commonwealth Fiduciary Trust Company (Commonwealth Fiduciary)
10.  Meridian Technical Advisors LLC (Meridian)
11.  Corbin Hale & Associates Inc. (Corbin Hale)
12.  Great Plains Municipal Power Authority (GPMPA)
13.  NorthStar Transmission Holdings LLC (NorthStar)
Key Individuals:
1.  Callum Dunmore (Chairman, DEH)
2.  Fiona Kessler (CFO, DEH)
3.  Marcus Petrov (VP Tax, DEH)
4.  Angela Whitfield (VP Renewables Development, DEH)
5.  Diana Calloway (Managing Partner, Pinnacle)
6.  Jonathan Frey (Head of Tax Credit Investments, Pinnacle)
7.  Priya Sandoval (SVP Structuring, Pinnacle)
8.  Nathaniel Strauss (Lead Partner, HL&S)
9.  Catherine Yoon (Senior Associate, HL&S)
10.  Howard Ellison (Partner, Grayson Birch)
11.  Dr. Paul Marlowe Commerce Bank (Lead Contact, Meridian)
12.  Steven Rask (Lead Contact, Corbin Hale)
Any known d/b/a names, former names, or trade names associated with any of the above entities or individuals should also be searched to the extent such information is available in the firm's records or has been disclosed by the client.
B. Databases to Search
The following databases and information sources should be searched in connection with this conflicts clearance request:
(a) Calderwood & Harkness New Business Intake System (NBIS): All pending new matter intake requests and recently opened matters.
(b) Firm-Wide Client/Matter Database: All current and historical client and matter records maintained in the firm's central conflicts database, including active matters, closed matters, and archived records across all practice groups and offices.
(c) Lateral Hire Disclosure Files: Disclosure records submitted by all lateral hires (partners, counsel, and associates) identifying prior client representations and potential conflicts from prior firms.
C. Period Covered
The conflicts search should cover all available records in the databases identified above, encompassing both current and historical matters, without limitation as to time period.
D. Priority Searches
Given the nature of the adverse relationships in the proposed transaction, the following searches should be treated as priority items and should be completed and reported first:
1.  Pinnacle Atlantic Partners LP and its affiliates — As the adverse counterparty to the Transfer Transaction, any current or prior representation of Pinnacle or its affiliates is of critical importance to the conflicts analysis. The search should encompass all known Pinnacle entities, funds, and related investment vehicles.
2.  Hargrove, Liddell & Strauss LLP — As counterparty counsel to Pinnacle, any current or prior relationship between Calderwood & Harkness and HL&S (including co-counsel arrangements, referral relationships, or adverse matters) should be identified and reported.
3.  Redstone Capital Bank, N.A. — As the Project lender with contractual interests potentially implicated by the proposed Transfer Transaction, any current or prior representation of Redstone or its affiliates is material to the conflicts analysis, particularly any lending-side or banking-side representation that could create a positional or direct conflict with the proposed engagement.
VII. PRELIMINARY CONFLICTS ANALYSIS
The following preliminary analysis is based on the preparer's current knowledge and informal inquiries conducted prior to the submission of this memorandum. This analysis is preliminary in nature and is subject to revision upon completion of the formal conflicts search by the Conflicts Department.
A. Known Conflicts
Pinnacle Atlantic Partners LP. As of the date of this memorandum, the preparer is not aware of any current or prior representation of Pinnacle Atlantic Partners LP, any Pinnacle affiliate or related fund, or any individual associated with Pinnacle by any member of the Calderwood & Harkness engagement team or, to the preparer's knowledge, by any other attorney at the firm. The formal conflicts search is required to confirm this preliminary assessment.
Hargrove, Liddell & Strauss LLP. As of the date of this memorandum, the preparer is not aware of any current or prior representation of Hargrove, Liddell & Strauss LLP by any member of the Calderwood & Harkness engagement team or, to the preparer's knowledge, by any other attorney at the firm. The formal conflicts search is required to confirm this preliminary assessment.
B. Potential Issue — Redstone Capital Bank, N.A.
The proposed engagement may require Calderwood & Harkness to analyze the lender consent requirements under Section 7.14 of the Credit Agreement, prepare and submit a consent request to Redstone on behalf of the client, and potentially negotiate amendments or waivers to the Credit Agreement to facilitate the Transfer Transaction. To the extent that Redstone declines to grant consent on the terms requested by the client, the firm may be required to advocate positions that are adverse to Redstone's interests.
If the formal conflicts search reveals that Calderwood & Harkness currently represents Redstone Capital Bank, N.A. or any of its affiliates in any capacity — particularly in any lending, banking, or project finance matter — such representation could give rise to a direct conflict (if the subject matter is substantially related) or a positional conflict (if the firm would be advocating inconsistent positions on behalf of different clients). Any such finding would require immediate escalation to the firm's General Counsel and Conflicts Committee for evaluation and, if appropriate, the determination of whether a waiver or informed consent could be obtained from the affected clients.
As of the date of this memorandum, the preparer is not aware of any current or prior representation of Redstone Capital Bank, N.A. by the engagement team or, to the preparer's knowledge, by the firm. The formal conflicts search is required to confirm this preliminary assessment.
C. Potential Issue — Grayson Birch & Co. LLP
Grayson Birch & Co. LLP serves as the client's independent outside tax advisor and will function as a co-advisor on certain tax matters related to the Ridgeway Wind Project and the Transfer Transaction. The co-advisory relationship does not, in itself, give rise to a conflict of interest, as both firms are acting on behalf of the same client. However, the formal conflicts search should confirm that Calderwood & Harkness does not currently maintain any adverse matters against Grayson Birch or its partners and that no prior adverse relationship exists that could create awkwardness or impair the cooperative working relationship between the two firms.
As of the date of this memorandum, the preparer is not aware of any adverse matters against Grayson Birch. The formal conflicts search is required to confirm this preliminary assessment.
D. Potential Issue — Northfield Specialty Insurance Co. / Commonwealth Fiduciary Trust Company
In the event that the engagement expands to full transaction advisory, Calderwood & Harkness may be required to review, comment on, or negotiate the terms of the tax credit recapture insurance policy to be issued by Northfield Specialty Insurance Co. and the escrow agreement to be entered into with Commonwealth Fiduciary Trust Company. If the firm currently represents either Northfield or Commonwealth Fiduciary in any capacity, a potential conflict could arise — particularly if the firm's representation of such party involves insurance policy drafting, escrow administration, or fiduciary matters that could be materially affected by the positions taken on behalf of the client in this engagement.
As of the date of this memorandum, the preparer is not aware of any current representation of either Northfield Specialty Insurance Co. or Commonwealth Fiduciary Trust Company by the firm. The formal conflicts search is required to confirm this preliminary assessment.
E. Ethical Screens — Engagement Team
The preparer has confirmed with each member of the engagement team that no member of the team (Sylvia Hartwell, Leonard Cross, Robert Jansen, or Garrett Simmons) has any personal conflict of interest, prior employment relationship, or financial interest with respect to any party identified in this memorandum. Specifically:
(a) No member of the engagement team has previously been employed by or served as a consultant to any of the identified parties.
(b) No member of the engagement team holds any equity interest, debt interest, or other financial interest in any of the identified parties.
(c) No member of the engagement team has any familial or close personal relationship with any of the key personnel identified in this memorandum.
(d) No member of the engagement team has received any confidential information from any of the identified adverse or potentially adverse parties in connection with a prior representation or other professional capacity.
F. Summary Statement
Pending completion of the formal conflicts search by the Conflicts Department, no conflicts are known to the preparer as of the date of this memorandum. The preparer recommends that the formal search be conducted on an expedited basis given the engagement timeline, and that the results be reported to the Responsible Partner (Sylvia Hartwell) and the preparer (Garrett Simmons) as promptly as practicable.
VIII. WAIVER / CONSENT REQUIREMENTS
As of the date of this memorandum, the preliminary conflicts analysis has not identified any conflict requiring a waiver or informed consent from the client, any adverse party, or any third party. However, the following contingencies are noted:
(a) If the formal conflicts search identifies a current representation of Pinnacle Atlantic Partners LP or any Pinnacle affiliate, the engagement may not proceed absent a valid waiver from both the client and Pinnacle, obtained in accordance with Rule 1.7 of the New York Rules of Professional Conduct and the firm's internal conflicts policies. Given the directly adverse nature of the relationship, such a waiver may not be available or appropriate.
(b) If the formal conflicts search identifies a current representation of Redstone Capital Bank, N.A. or any Redstone affiliate in a matter that could create a direct or positional conflict, the engagement team will assess whether the conflict is consentable under Rule 1.7(b) and, if so, whether informed consent can reasonably be obtained from both the client and Redstone. The analysis will consider the nature and scope of the Redstone representation, the materiality of the lender consent process to the proposed Transfer Transaction, and the likelihood that the firm would be required to advocate positions adverse to Redstone's interests.
(c) If the formal conflicts search identifies a current representation of Northfield Specialty Insurance Co. or Commonwealth Fiduciary Trust Company in any matter that could conflict with the firm's role in reviewing or negotiating the insurance policy or escrow agreement, the engagement team will assess whether the conflict is consentable and, if so, seek the necessary waivers.
In accordance with the firm's standard conflicts policy, any material conflict identified during the formal conflicts search will be escalated to the firm's General Counsel and the Conflicts Committee before the engagement proceeds beyond the initial scoping phase. No substantive legal advice will be provided to the client, and no privileged work product will be generated, until conflicts clearance has been obtained (except to the extent necessary to preserve the client relationship during the clearance period, as permitted by firm policy).
IX. REQUESTED ACTION
The Conflicts Department is respectfully requested to take the following actions:
1.  Run Conflicts Searches. Conduct the conflicts searches described in Section VI of this memorandum, using the identified search terms, databases, and priority designations, and report the results to Sylvia Hartwell (Responsible Partner) and Garrett Simmons (Working Associate).
2.  Expedited Processing. This request is submitted on an expedited basis. The engagement was opened on March 9, 2026, and an initial scoping call with the client's Vice President, Tax (Marcus Petrov) is anticipated within the first week following the date of this memorandum. Prompt completion of the conflicts search is critical to ensure that the engagement team can proceed with substantive advisory work without delay. The Conflicts Department is requested to use best efforts to complete the priority searches (Pinnacle Atlantic Partners LP, Hargrove, Liddell & Strauss LLP, and Redstone Capital Bank, N.A.) within 24 hours, and the remaining searches within 48 hours, of receipt of this memorandum.
3.  Report and Clearance. Upon completion of the conflicts searches, the Conflicts Department is requested to provide a written report of results and, if no disqualifying conflicts are identified, issue formal conflicts clearance for the engagement to proceed under Matter Number 1016-00008, Billing Code 09417.00001.
4.  Escalation. In the event that any search result identifies a potential conflict or requires further analysis, the Conflicts Department is requested to escalate the matter promptly to the firm's General Counsel and the Conflicts Committee, with copies to Sylvia Hartwell and Garrett Simmons, so that the issue can be evaluated and resolved as expeditiously as possible.
X. CERTIFICATION AND APPROVAL
Prepared by:
Garrett Simmons Associate, Tax Department Calderwood & Harkness LLP
Date: March 9, 2026
Reviewed by:
________________________________________
Sylvia Hartwell Responsible Partner, Tax Department Calderwood & Harkness LLP
Date: ________
Conflicts Clearance:
________________________________________
Conflicts Department Calderwood & Harkness LLP
Date: ________
Comments / Conditions:
________________________________________
________________________________________
________________________________________
CONFIDENTIAL — ATTORNEY WORK PRODUCT / INTERNAL USE ONLY This memorandum is prepared for the internal use of Calderwood & Harkness LLP and is protected by the attorney work product doctrine. Distribution outside the firm is prohibited without prior authorization of the Responsible Partner or the firm's General Counsel.
Field | Detail
Full Legal Name | Dunmore Energy Holdings Ltd.
Short Name / Abbreviation | DEH / Dunmore
Entity Type | Exempted limited company
Jurisdiction of Formation | Cayman Islands
Cayman Registry Number | CR-284319
Registered Address | 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands
Field | Detail
Full Legal Name | Dunmore Renewables Inc.
Short Name | DRI
Entity Type | Corporation
Jurisdiction of Formation | Delaware
Delaware File Number | 7491826
Address | 900 Bridger Boulevard, Suite 410, Billings, MT 59101
Relationship to Client | Dunmore Renewables Inc. is a direct U.S. operating subsidiary of DEH. DRI serves as the domestic holding company for DEH's renewable energy assets in the United States and is the sole member of Ridgeway Wind Energy LLC, the project company for the Ridgeway Wind Project. DRI is a C corporation for U.S. federal income tax purposes.
Field | Detail
Full Legal Name | Ridgeway Wind Energy LLC
Short Name | RWE / Ridgeway Wind
Entity Type | Limited liability company
Jurisdiction of Formation | Delaware
Delaware File Number | 7603517
Sole Member | Dunmore Renewables Inc.
Relationship to Client | Ridgeway Wind Energy LLC is an indirect wholly owned subsidiary of DEH, held through DRI. RWE is the project company for the 250 MW Ridgeway Wind Project and is the entity that generates and proposes to transfer the Production Tax Credits at issue in the proposed Transfer Transaction. RWE is disregarded as a separate entity from DRI for U.S. federal income tax purposes.
Professional | Title | Hourly Rate
Sylvia Hartwell | Partner | $1,650/hr
Leonard Cross | Partner | $1,575/hr
Robert Jansen | Lead Associate | $975/hr
Garrett Simmons | Working Associate | $725/hr
Field | Detail
Full Legal Name | Pinnacle Atlantic Partners LP
Short Name | PAP / Pinnacle
Entity Type | Limited partnership
Jurisdiction of Formation | Delaware
Delaware File Number | 7255043
Address | 277 Park Row, 18th Floor, New York, NY 10172
Field | Detail
Full Legal Name | Hargrove, Liddell & Strauss LLP
Short Name | HL&S
Entity Type | Limited liability partnership
Headquarters | 400 Lexington Avenue, Suite 3200, New York, NY 10170
Field | Detail
Full Legal Name | Grayson Birch & Co. LLP
Short Name | Grayson Birch
Entity Type | Limited liability partnership
Headquarters | 1700 K Street NW, Suite 900, Washington, DC 20006
Lead Contact | Howard Ellison, Partner, National Tax — Renewable Energy
Field | Detail
Full Legal Name | Redstone Capital Bank, N.A.
Short Name | Redstone
Entity Type | National banking association
OCC Charter No. | 18742
Field | Detail
Full Legal Name | Northfield Specialty Insurance Co.
Short Name | Northfield
Entity Type | Insurance company (domiciled in New York)
Headquarters | 80 Pine Street, New York, NY 10005
Field | Detail
Full Legal Name | Commonwealth Fiduciary Trust Company
Short Name | Commonwealth Fiduciary
Entity Type | Trust company
Headquarters | One Liberty Place, 1650 Market Street, Suite 3600, Philadelphia, PA 19103
Field | Detail
Full Legal Name | Meridian Technical Advisors LLC
Short Name | Meridian
Entity Type | Limited liability company (California)
Headquarters | 555 Capitol Mall, Suite 1200, Sacramento, CA 95814
Lead Contact | Dr. Paul Marlowe Commerce Bank, PE
Field | Detail
Full Legal Name | Corbin Hale & Associates Inc.
Short Name | Corbin Hale
Entity Type | Corporation (Illinois)
Headquarters | 200 South Wacker Drive, Suite 2800, Chicago, IL 60606
Lead Contact | Steven Rask
Field | Detail
Full Legal Name | Great Plains Municipal Power Authority
Short Name | GPMPA
Entity Type | Municipal power authority (Montana)
Field | Detail
Full Legal Name | NorthStar Transmission Holdings LLC
Short Name | NorthStar
Entity Type | Limited liability company (Delaware)

CALDERWOOD & HARKNESS LLP

NEW MATTER / CONFLICTS CLEARANCE MEMORANDUM

MATTER NUMBER: 1016-00008

BILLING CODE: 09417.00001

I. PURPOSE AND SUMMARY

II. CLIENT IDENTIFICATION

III. DESCRIPTION OF PROPOSED ENGAGEMENT

IV. PROSPECTIVE COUNTERPARTY IDENTIFICATION

V. OTHER ENGAGED PARTIES AND THIRD PARTIES

VI. CONFLICTS SEARCH PARAMETERS

VII. PRELIMINARY CONFLICTS ANALYSIS

VIII. WAIVER / CONSENT REQUIREMENTS

IX. REQUESTED ACTION

X. CERTIFICATION AND APPROVAL

Record

Parties

Dates

Amounts