Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the results of Calderwood & Harkness LLP's ("C&H") review of the intellectual property ("IP") assets owned, licensed, or used by Cascadia Renewables Holdings, Inc. and its operating subsidiaries in connection with the proposed Transaction. This review was undertaken at the request of Ironside Capital Management LP ("Ironside" or the "Client") as part of the broader lega

II. SCOPE OF REVIEW A. Documents and Materials Reviewed In preparing this memorandum, C&H reviewed the following documents and materials, which were made available through the virtual data room and supplemented by direct production from Cascadia's management team and counsel:

1. IP schedules and disclosure materials provided by Cascadia management, including materials prepared under the direction of Jonathan M. Weir, Chief Executive Officer, and Sandra K. Llewellyn, Chief Financial Officer;

2. United States Patent and Trademark Office ("USPTO") trademark registration records and state trademark registry searches conducted across the states of Oregon, Washington, and Idaho;

3. Third-party software license agreements, including master software license agreements, order forms, amendments, and statements of work for all material software platforms utilized in Cascadia's operations;

4. Patent filings and prosecution files maintained by Cascadia's patent counsel, including issued patent documentation, file histories, assignment records, and the pending provisional patent application;

5. Confidentiality agreements, invention assignment agreements, and intellectual property assignment agreements executed by Cascadia employees and contractors, with particular focus on approximately fifteen (15) key technical personnel whose sample agreements were produced in the data room;

6. Technical reports and memoranda prepared by Clearwater Environmental Consulting Inc. (4800 Meadows Road, Suite 300, Lake Oswego, OR 97035), referencing proprietary filtration and monitoring technology deployed at Cascadia's water-treatment concession facilities, including detailed process specifications for the Bull Run Filtration Project;

7. Domain name registration records and renewal documentation;

8. Open-source software usage policies and internal IT department records regarding open-source component usage;

9. Cascadia's employee handbook, including sections addressing confidentiality, intellectual property ownership, and restrictive covenant obligations;

10. Marketing materials, brand guidelines, and corporate communications referencing Company trademarks and service marks; and

11. Data room documents provided via Ridgeway, Ashford & Malone PC (lead partner Nina R. Castellano, 1000 SW Broadway, Suite 1600, Portland, OR 97205), Cascadia's outside legal counsel. B. Limitations. This memorandum is based solely on the documents and information provided to C&H through the virtual data room, direct productions from Cascadia management, and the results of publicly available registry searches. We h

III. REGISTERED TRADEMARKS AND SERVICE MARKS A. U.S. Trademark Registrations Cascadia Renewables Holdings, Inc. is the registered owner of the following trademarks registered with the United States Patent and Trademark Office. Each registration is in the name of Cascadia Renewables Holdings, Inc., an Oregon corporation, with a principal address at 1100 SW Sixth Avenue, Suite 1800, Portland, OR 97204: Based on our rev

IV. PATENTS A. Issued Patents Cascadia holds two (2) issued United States utility patents, both of which relate to water-treatment technology deployed at the Company's three water-treatment concession facilities. The details of each issued patent are as follows:

1. U.S. Patent No. 10,457,281 — Adaptive Filtration Control System for Municipal Water Treatment • Date of Issuance: March 12, 2019 • Expiration Date: March 12, 2039 • Assignee: Cascadia Renewables Holdings, Inc. • Inventors: Dr. Richard F. Caldwell, Emily S. Nakata • Description: This patent covers an automated filtration control system that dynamically adjusts filter media cycling rates, backwash intervals, and che

2. U.S. Patent No. 10,892,704 — Real-Time Water Quality Monitoring Apparatus and Method • Date of Issuance: January 14, 2020 • Expiration Date: January 14, 2040 • Assignee: Cascadia Renewables Holdings, Inc. • Inventors: Dr. Richard F. Caldwell, James T. Horowitz, Emily S. Nakata • Description: This patent covers a distributed monitoring apparatus and associated data processing methodology for real-time assessment of

V. PROPRIETARY TECHNOLOGY AND TRADE SECRETS A. Operational Technology Cascadia maintains a substantial body of proprietary operational knowledge, technical documentation, and process specifications that have been developed over the course of the Company's operating history. This proprietary operational technology spans all three of Cascadia's business segments: Hydroelectric Facility Operations (14 facilities): Casca

VI. THIRD-PARTY SOFTWARE LICENSES A. Material Software Agreements Cascadia relies on several critical third-party software platforms to support its operations across all three business segments. These software systems are integral to the daily management, monitoring, and control of the Company's hydroelectric, wind, and water-treatment facilities, as well as to the Company's corporate functions. The following five (5

1. SCADA System License — Gridstone Technologies Inc. Cascadia licenses its supervisory control and data acquisition ("SCADA") system from Gridstone Technologies Inc. ("Gridstone"), a leading provider of industrial control and automation software for the energy sector. The SCADA system is deployed across all fourteen (14) of Cascadia's hydroelectric facilities and all six (6) of its wind farms, providing centralized

2. Energy Management System (EMS) — Voltarc Software LLC Cascadia licenses its energy management system from Voltarc Software LLC ("Voltarc"), which provides real-time energy trading, dispatch optimization, and grid compliance functionality. The EMS is used by Cascadia's central dispatch team to manage power generation scheduling, coordinate with grid operators, and ensure compliance with applicable NERC reliability

3. Water Treatment Operations Software — AquaLogic Systems Corp. Cascadia licenses water treatment operations software from AquaLogic Systems Corp. ("AquaLogic") for the monitoring and control of its three water-treatment concession facilities, including the Bull Run Filtration Project. The AquaLogic software integrates with the sensor arrays and control systems deployed at each facility and provides real-time proces

4. Enterprise Resource Planning (ERP) System — CedarPoint Enterprise Solutions Inc. Cascadia licenses a cloud-based enterprise resource planning system from CedarPoint Enterprise Solutions Inc. ("CedarPoint") for finance, accounting, human resources, procurement, and general corporate management functions. The annual subscription fee is approximately $600,000. The agreement contains standard assignment restrictions a

5. Environmental Compliance and Reporting Platform Cascadia subscribes to a cloud-based environmental compliance and reporting platform used for tracking, documenting, and reporting the Company's environmental compliance obligations across all facilities, including air quality, water discharge, and waste management reporting required under applicable federal, state, and local environmental regulations. The annual sub

VII. EMPLOYEE INTELLECTUAL PROPERTY AGREEMENTS A. Invention Assignment and Confidentiality Agreements Cascadia requires all new employees to execute confidentiality and invention assignment agreements as a condition of employment. These agreements assign to the Company all rights, title, and interest in inventions, works of authorship, and other intellectual property conceived, developed, or reduced to practice by th

VIII. DOMAIN NAMES AND DIGITAL ASSETS A. Domain Name Portfolio Cascadia owns the following primary domain names, all of which are registered through a major commercial domain registrar and are currently in good standing with auto-renewal enabled: All domain name registrations are in the name of the parent corporation, Cascadia Renewables Holdings, Inc. We did not identify any pending or threatened domain name dispute

IX. IP-RELATED LITIGATION AND DISPUTES Based on our comprehensive review of the litigation disclosure schedules, data room materials, and representations provided by Cascadia management and counsel, we report the following: • No pending IP-related litigation of any kind has been identified against Cascadia or any of its subsidiaries, whether involving patent infringement, trademark infringement, trade secret misappro

X. IP REPRESENTATIONS IN THE EQUITY PURCHASE AGREEMENT The draft Equity Purchase Agreement (the "EPA") currently under negotiation between the parties was circulated by C&H in a marked draft dated August 20, 2022, to Breckenridge Sloane & Pratt LLP ("BSP"), counsel to Meridian Infrastructure Partners Fund IV, LP. The EPA is being prepared on a customary basis for a negotiated private equity acquisition of this type,

XI. KEY FINDINGS AND RISK ASSESSMENT SUMMARY A. Summary Risk Matrix The following table summarizes the key IP categories reviewed and the associated risk levels identified through this due diligence process: B. Overall Assessment Based on the review conducted and summarized in this memorandum, Cascadia's intellectual property portfolio is consistent with what we would expect for a renewable energy and water infrastru

XII. RECOMMENDATIONS Based on the findings and analysis set forth in this memorandum, C&H makes the following recommendations for Ironside's consideration:

1. Software License Consents. Initiate early outreach to Gridstone Technologies Inc. (SCADA system license) and Voltarc Software LLC (energy management system license) to secure the required change-of-control consents prior to the closing of the Transaction. This outreach should be coordinated with Cascadia management, which has existing commercial relationships with both vendors and is best positioned to facilitate

2. Pending Patent Application. Confirm with Cascadia management and Meridian Infrastructure Partners (David R. Hargreaves, Managing Director, and Lillian Fong, Principal) whether the Company intends to convert the pending provisional patent application to a non-provisional application before the expiration of the provisional filing period. If the decision is made to proceed with the non-provisional filing, the associ

3. Trade Secret Program. Post-closing, implement a formal trade secret identification, classification, and protection program encompassing all three of Cascadia's operating segments, with particular priority given to the water-treatment process technology deployed at the Bull Run Filtration Project and the Company's other concession facilities. The program should include a comprehensive inventory of proprietary infor

4. Non-Compete Enforceability. Continue to monitor legislative and judicial developments in Oregon and Washington regarding the enforceability of non-compete agreements. Post-closing, consider restructuring the restrictive covenant arrangements for key technical personnel to ensure compliance with applicable state law requirements, including income-threshold requirements and advance notice provisions. If existing non

5. EPA Disclosure Schedules. Review the IP-related disclosure schedules to be provided by the Selling Shareholders in connection with the execution of the EPA, coordinating with Ridgeway, Ashford & Malone PC (Cascadia's counsel) and Garvey Lennox LLP (counsel to the Selling Shareholders), to confirm completeness and accuracy against the data room materials reviewed in connection with this memorandum. Any discrepancie

XIII. APPENDICES AND EXHIBITS The following exhibits are attached hereto and incorporated by reference into this memorandum: Exhibit A: Schedule of Registered Trademarks and Service Marks (Federal and State) Exhibit B: Schedule of Patents and Patent Applications Exhibit C: Schedule of Material Third-Party Software Licenses (including summary of change-of-control provisions and consent requirements) Exhibit D: Schedul

XIV. DISCLAIMER AND PRIVILEGE NOTICE This memorandum has been prepared by Calderwood & Harkness LLP and constitutes attorney work product prepared in anticipation of litigation and in connection with the provision of legal advice to the Client. This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressees and the individuals identified