Contract analysis

I. Executive Summary This memorandum summarizes the findings of Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with our review of employment and employee benefits matters relating to Cascadia Renewables Holdings, Inc. ("Cascadia," "CRH," or the "Company"), an Oregon corporation headquartered at 1100 SW Sixth Avenue, Suite 1800, Portland, Oregon 97204. This review has been undertaken in connection with

II. Scope and Methodology A. Scope of Review The employment and benefits due diligence review encompassed the following categories of documents and information:

1. Employment Agreements. All executive-level employment agreements, including those of the Chief Executive Officer, Chief Financial Officer, and other members of the senior leadership team, as well as representative samples of standard offer letters and at-will employment acknowledgments applicable to non-executive employees.

2. Employee Handbooks and Policies. Current employee handbooks applicable to Cascadia's Oregon, Washington, and Idaho employees, including policies relating to anti-harassment, equal employment opportunity, leave of absence, attendance and scheduling, drug and alcohol use, and workplace safety.

3. Employee Benefit Plan Documents. Plan documents, summary plan descriptions ("SPDs"), and the most recently filed Forms 5500 for all qualified retirement plans, health and welfare plans, and equity incentive plans sponsored by Cascadia or any of its subsidiaries, together with all plan amendments, determination letters, and compliance testing results.

4. Collective Bargaining Agreements. All collective bargaining agreements currently in effect at any Cascadia facility, together with any pending grievances, arbitration proceedings, and unfair labor practice charges.

5. WARN Act Compliance. Historical records of any WARN Act notices issued by Cascadia, together with current employee census data relevant to WARN applicability.

6. Employment Litigation and Claims. Pleadings, correspondence, settlement agreements, and reserves information relating to pending or threatened employment-related litigation, administrative proceedings, and government investigations, including EEOC charges, OSHA citations, and wage and hour claims.

7. Independent Contractor Arrangements. Representative samples of independent contractor agreements, together with management representations regarding the classification of independent contractors.

8. Management Equity and Rollover Arrangements. Cascadia's equity incentive plan documents, individual award agreements, the management rollover term sheet, and related correspondence regarding the proposed management rollover in connection with the Transaction.

9. Restrictive Covenant Agreements. Samples of non-competition, non-solicitation, and confidentiality agreements entered into with executive and key technical personnel.

10. Payroll and Withholding Records. Summary payroll reports, multi-state tax withholding records, workers' compensation insurance policies, and unemployment insurance rating notices. B. Data Room Access and Supplemental Requests All documents reviewed in connection with this memorandum were accessed through the Meridian-organized virtual data room hosted on Thackeray Solutions (Project "Clearwater"). Supplemental do

III. Workforce Overview A. Employee Census Based on the employee census data provided by Cascadia management as of July 31, 2022, the Company and its subsidiaries employ approximately 1,247 employees across its three-state operating footprint. The breakdown of the workforce is as follows: By State: By Facility Type: By Employee Category: The Company's headquarters operations are conducted from leased office space at

IV. Employment Agreements and Arrangements A. Executive Employment Agreements We reviewed the employment agreements of the following members of Cascadia's senior leadership team: The key terms of these agreements are summarized below: Base Salary and Bonus. Base salaries for the executives listed above range from approximately $275,000 (for the VP, Hydroelectric Operations) to $625,000 (for the CEO). Each agreement p

V. Employee Benefit Plans A. Qualified Retirement Plans 401(k) Plan. Cascadia sponsors the Cascadia Renewables Holdings, Inc. 401(k) Savings Plan (the "401(k) Plan"), a defined contribution plan intended to qualify under Section 401(a) of the Internal Revenue Code. We reviewed the plan document (restated effective January 1, 2020), the current summary plan description, the most recent Form 5500 filing (for the plan y

Section 409A Compliance. Stock options were granted at fair market value and are structured as "stock rights" exempt from Section 409A of the Internal Revenue Code under Treasury Regulation § 1.409A-1(b)(5). RSUs are structured to vest and settle within the "short-term deferral" period (i.e., by the later of the 15th day of the third month following the end of the participant's taxable year in which the RSU vests, or

Section 280G Analysis. The Transaction constitutes a "change in control" for purposes of Section 280G of the Internal Revenue Code (which applies to C corporations such as Cascadia). Section 280G imposes a 20% excise tax on "excess parachute payments" received by "disqualified individuals" (generally, officers, directors, and highly compensated employees) in connection with a change in control, and denies the employe

VI. Collective Bargaining Agreements A. Union Representation Based on the data room materials and representations from Cascadia management, approximately 218 employees at four Cascadia facilities are represented by organized labor. The following collective bargaining agreements are currently in effect: Total Unionized Employees: 218 (approximately 17.5% of the total workforce). We reviewed copies of all four CBAs and