Contract analysis

I. Executive Summary Cascadia Renewables Holdings, Inc. is a corporation organized and existing under the laws of the State of Oregon, with its principal executive offices located at 1100 SW Sixth Avenue, Suite 1800, Portland, Oregon 97204. Cascadia is led by Jonathan M. Weir, who serves as President and Chief Executive Officer, and Sandra K. Llewellyn, who serves as Chief Financial Officer and Treasurer. The company

II. Scope and Methodology A. Documents Reviewed In connection with this memorandum, C&H has reviewed the following categories of documents, as made available through the VDR or obtained through supplemental requests to Cascadia management and RAM: • Articles of Incorporation (and all amendments thereto) of Cascadia Renewables Holdings, Inc. • Amended and Restated Bylaws of Cascadia Renewables Holdings, Inc., as curre

III. Parent Entity — Cascadia Renewables Holdings, Inc. A. Formation and Good Standing Cascadia Renewables Holdings, Inc. was incorporated in the State of Oregon on March 22, 2004, pursuant to Articles of Incorporation filed with the Oregon Secretary of State, Business Registry Division. The company was originally formed under the name "Pacific Cascade Hydro, Inc." and changed its name to "Cascadia Renewables Holding

1. Authorized Capital Pursuant to the Amended and Restated Articles of Incorporation dated September 14, 2017 (VDR Item 1.1-002), Cascadia is authorized to issue the following classes of capital stock: • Common Stock: 100,000,000 shares of Common Stock, par value $0.001 per share (the "Common Stock"). • Preferred Stock: 10,000,000 shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock"), which ma

2. Outstanding Equity Awards and Other Instruments The Cascadia Renewables Holdings, Inc. 2017 Management Equity Incentive Plan (the "Plan") (VDR Item 1.3-006) authorizes the issuance of stock options, restricted stock, restricted stock units, stock appreciation rights, and phantom equity awards covering up to 5,000,000 shares of Common Stock. As of June 30, 2022, according to the Plan administrator's records (VDR It

3. Management Rollover As noted above, the Management Rollover Pool currently holds 20% of the outstanding Common Stock. Pursuant to the Stockholder Agreement and as described in the term sheet for the Transaction dated June 1, 2022 (VDR Item 2.0-003), approximately 50% of the Management Rollover Pool's equity (representing approximately 10% of total post-closing equity) is expected to be rolled over into the acquisi

4. Stockholder Agreement The Amended and Restated Stockholder Agreement dated as of September 14, 2017 (the "Stockholder Agreement") (VDR Item 1.3-001), as amended by Amendment No. 1 dated March 15, 2019 (VDR Item 1.3-002) and Amendment No. 2 dated November 8, 2020 (VDR Item 1.3-003), governs the relationship among Cascadia and its stockholders. The key provisions of the Stockholder Agreement are summarized below: •

5. Anti-Dilution Protections and Preemptive Rights The Stockholder Agreement contains customary preemptive rights provisions. In the event that Cascadia proposes to issue any new equity securities (subject to certain exceptions, including issuances under the Plan and issuances in connection with strategic acquisitions), each stockholder has the right to purchase its pro rata share of such new securities on the same t

1. Board of Directors The Board of Directors of Cascadia Renewables Holdings, Inc. currently consists of seven (7) members, as follows: The Board meets quarterly in regular session and holds additional special meetings as needed. The Board has established three standing committees: the Audit Committee (chaired by Gregory T. Nash), the Compensation Committee (chaired by Margaret S. Aldrich), and the Investment Committ

2. Officers. The current officer roster of Cascadia Renewables Holdings, Inc. is as follows: • President and Chief Executive Officer: Jonathan M. Weir • Chief Financial Officer and Treasurer: Sandra K. Llewellyn • Executive Vice President, Hydroelectric Operations: Thomas R. Engstrom • Executive Vice President, Wind Operations: Anika Johansson • Vice President, Water Infrastructure: Michael F. Correia • Vice Presiden

3. Bylaws. The Amended and Restated Bylaws of Cascadia Renewables Holdings, Inc. (VDR Item 1.1-003) were adopted effective September 14, 2017, and have not been further amended. Key provisions include: • Quorum. A majority of the total number of directors then in office constitutes a quorum for the transaction of business at any meeting of the Board of Directors. A majority of shares entitled to vote, represented in

4. Minute Book Review C&H has reviewed the corporate minute books of Cascadia Renewables Holdings, Inc. for the period from January 1, 2017 through June 30, 2022 (VDR Items 1.4-001 through 1.4-045). The minute books reflect regular quarterly meetings of the Board of Directors, annual meetings of stockholders, and periodic actions by written consent. The minutes are generally well-organized and appear to have been mai

IV. Subsidiary Structure — Overview A. Organizational Chart Cascadia Renewables Holdings, Inc. sits at the top of the corporate family. Below it are a number of intermediate holding company subsidiaries and direct operating subsidiaries, organized primarily by business segment. The full organizational chart is set forth in Annex A to this memorandum. Based on our review of the organizational chart provided by Cascadi

1. Cascadia Hydro Holdings, LLC (Delaware LLC) — holds all hydroelectric segment subsidiaries

2. Cascadia Wind Holdings, LLC (Delaware LLC) — holds all wind segment subsidiaries

3. Cascadia Water Infrastructure Holdings, LLC (Oregon LLC) — holds all water infrastructure segment subsidiaries

4. Cascadia Shared Services, LLC (Oregon LLC) — corporate shared services entity Tier 3 — Regional / Sub-Segment Intermediate Holding Companies and Direct Operating Subsidiaries: Beneath each segment-level holding company are regional or sub-segment holding companies and, in most cases, individual project-company subsidiaries that hold and operate specific generating facilities, wind farms, or water-treatment concess

V. Hydroelectric Segment Subsidiaries A. Overview Cascadia's hydroelectric segment comprises fourteen (14) hydroelectric generating facilities located across Oregon, Washington, and Idaho. These facilities collectively represent the largest revenue-producing segment of Cascadia's business and account for approximately 55% of consolidated revenue on a trailing twelve-month basis as of March 31, 2022. The hydroelectric

VI. Wind Segment Subsidiaries A. Overview Cascadia's wind segment comprises six (6) wind farms located across Oregon, Washington, and Idaho. The wind segment represents approximately 30% of Cascadia's consolidated revenue on a trailing twelve-month basis as of March 31, 2022. The wind segment is organized under the intermediate holding company Cascadia Wind Holdings, LLC, a Delaware limited liability company formed o

1. Shepherd's Flat Wind, LLC — Tax-equity partnership with National Renewable Energy Finance, LLC (a subsidiary of First National Institutional Investors, Inc.). Formation documents suggest a partnership flip structure with an anticipated flip date in or around 2024.

2. Columbia Gorge Wind, LLC — Tax-equity partnership with Evergreen Tax Credit Fund III, LP. Formation documents suggest a partnership flip structure with an anticipated flip date in or around 2025.

3. Kittitas Ridge Wind, LLC — Possible sale-leaseback structure with Pacific Leasing Corporation. The operating agreement references a master lease agreement, but the lease documents themselves were not located in the VDR as of the date of this memorandum. We were unable to confirm the current status of these tax-equity structures based solely on the documents available in the VDR, and we have submitted a supplementa

VII. Water Infrastructure Segment Subsidiaries A. Overview Cascadia's water infrastructure segment comprises three (3) water-treatment concessions located in Oregon. This segment represents the smallest of Cascadia's three business segments by revenue (approximately 15% of consolidated revenue on a trailing twelve-month basis) but provides the highest-quality revenue characteristics, given the essential-service natur

VIII. Intermediate Holding Company Subsidiaries Between Cascadia Renewables Holdings, Inc. and the individual operating project companies, there are several layers of intermediate holding companies. These entities serve structural, tax, financing, and regulatory purposes and do not themselves conduct operating activities. The principal intermediate holding companies are as follows: Purpose of Intermediate Holding Com

IX. Dormant, Inactive, or Non-Operating Subsidiaries Based on our review of the organizational documents, Secretary of State filings, and information provided by Cascadia management, we have identified three (3) subsidiaries that appear to be dormant, inactive, or no longer conducting business: Good Standing and Filing Compliance. We have confirmed that Pacific Cascade Hydro Development, LLC and Cascadia Solar Ventur

X. Foreign Qualification and Compliance A. Summary Each entity in the Cascadia corporate family is required to be qualified to transact business in each state in which it conducts business or owns property, in addition to its state of formation. We have compiled a comprehensive Foreign Qualification Matrix, which is set forth in Annex D to this memorandum. The following summary table identifies the jurisdictions in w