Contract analysis

I. Executive Summary Purpose This memorandum summarizes the findings of Calderwood & Harkness LLP's ("C&H" or the "Firm") comprehensive review of the material contracts of Cascadia Renewables Holdings, Inc. ("Cascadia," "CRH," or the "Company"), an Oregon corporation headquartered at 1100 SW Sixth Avenue, Suite 1800, Portland, Oregon 97204, in connection with the proposed acquisition of 100% of the outstanding equity

1. Favorable Long-Term Contracted Revenue Base. Cascadia's revenue base is anchored by long-term contracted cash flows with a weighted-average remaining contract life of approximately 22 years, consistent with the infrastructure-style investment thesis underpinning the Transaction. The overwhelming majority of Cascadia's revenue is derived from contracts with remaining terms in excess of 15 years.

2. Public-Sector and Utility Counterparty Concentration. The contract portfolio is heavily concentrated in public-sector and utility off-takers, including regional public utilities, municipal water authorities, and state energy agencies. While this concentration generally supports the creditworthiness of the counterparty base, it also introduces regulatory and political risk factors that merit ongoing monitoring.

3. Change-of-Control and Assignment Provisions Require Careful Navigation. A significant number of material contracts contain change-of-control and/or anti-assignment provisions that will be triggered by the proposed 100% equity acquisition of Cascadia. Obtaining timely consents from the relevant counterparties will be a critical path item for the Transaction's closing timeline.

4. Bull Run Filtration Project Concession Is the Single Largest Contract. The Bull Run Filtration Project concession with the Portland Metropolitan Water District is the single largest individual contract in the Cascadia portfolio by annual revenue, generating approximately $64 million in FY 2021 revenue, or approximately 13% of total FY 2021 revenue of $487 million. This contract presents both concentration risk and

5. Existing Indebtedness Must Be Retired at Closing. Cascadia's existing indebtedness of approximately $900 million (net) is subject to change-of-control provisions that will require repayment in full at closing. Cross-References to Other C&H Due Diligence Memoranda This memorandum should be read in conjunction with the following C&H due diligence memoranda prepared in connection with the Transaction, each of which a

II. Methodology and Scope of Review

II.A. Documents Reviewed C&H's review was conducted primarily through examination of documents and information posted to the Meridian VDR, which was organized into the following relevant folders and sub-folders: • Folder 3.0 — Material Contracts (General): Master contract schedule, contract summaries prepared by Cascadia management, and executed versions of material agreements. • Folder 3.1 — PPAs (Hydroelectric): Ex

II.B. Materiality Threshold For purposes of this review, a contract was deemed "material" and included within the scope of our analysis if it satisfied any one or more of the following criteria:

1. The contract generates annual revenues or requires annual expenditures of $5 million or more, based on FY 2021 actual figures or, in the case of recently executed contracts, projected annualized figures;

2. The contract has a remaining term exceeding 10 years as of August 22, 2022;

3. The contract has a governmental or municipal counterparty, regardless of annual value or remaining term; or

4. The contract contains change-of-control, assignment, or consent provisions that would be triggered by the proposed Transaction, regardless of dollar threshold or remaining term. Contracts that did not satisfy any of the foregoing criteria were excluded from the scope of this review. Cascadia management has represented, through RAM, that no excluded contract is individually material to Cascadia's operations or fina

II.C. Limitations The following limitations apply to the scope and conclusions of this memorandum:

1. Document Completeness. Our review is based solely on copies of contracts and related documents provided in the VDR and through supplemental productions. While we have requested confirmation from RAM that all material contracts, amendments, and side letters have been produced, we cannot independently verify the completeness of the document production. Certain amendments or side letters may not have been produced to

2. No Independent Counterparty Verification. We have not independently verified the compliance status, financial condition, or creditworthiness of any counterparty to a Cascadia contract. Our assessment of counterparty credit risk is based solely on publicly available information and representations made by Cascadia management.

3. Regulatory Analysis Deferred. Analysis of Oregon, Washington, and Idaho local regulatory requirements applicable to Cascadia's operations, including state public utility commission approvals, water quality regulations, and environmental permits, has been deferred to the C&H Due Diligence Memorandum: Cascadia Regulatory Permits and Licensing (dated August 18, 2022). To the extent regulatory requirements impact the

4. No Opinion of Law. This memorandum does not constitute a legal opinion and should not be relied upon as such. The conclusions and risk assessments expressed herein are preliminary in nature and are subject to revision based on additional information, counterparty responses, and the final terms of the EPA and related transaction documents.

III. Overview of Cascadia's Contract Portfolio

III.A. Business Overview Cascadia Renewables Holdings, Inc. is a vertically integrated renewable energy and water infrastructure company that owns, operates, and maintains a diversified portfolio of infrastructure assets across the Pacific Northwest. As of the date of this memorandum, Cascadia's asset portfolio comprises: • 14 hydroelectric facilities located across Oregon (8 facilities), Washington (4 facilities), a

III.B. Weighted-Average Remaining Contract Life A central element of the investment thesis for the Transaction is the long-duration, contracted nature of Cascadia's revenue streams. To quantify this characteristic, we calculated the weighted-average remaining contract life ("WARCL") across all material contracted revenue streams using the following methodology: Methodology: For each material contract, we determined t

III.C. Counterparty Concentration Cascadia's contract portfolio is characterized by a high concentration of public-sector and utility counterparties, which is typical for infrastructure assets of this nature. Public utilities, municipal entities, and state agencies constitute approximately 87% of Cascadia's contracted revenue base by value. The remaining approximately 13% is derived from investor-owned utilities and

IV. Power-Purchase Agreements (Hydroelectric Facilities)

IV.A. Overview Cascadia owns and operates fourteen (14) hydroelectric facilities across Oregon, Washington, and Idaho, with an aggregate installed capacity of approximately 620 MW. These facilities generate electricity that is sold to off-takers under long-term PPAs. The hydroelectric PPA portfolio is the largest individual revenue segment for Cascadia, generating aggregate PPA revenue of approximately $224 million i

IV.B. Key Terms Common to Hydroelectric PPAs The following key terms and provisions are common across the hydroelectric PPA portfolio, with certain variations noted where material: Pricing and Escalation Mechanisms The hydroelectric PPAs employ a mix of fixed-price and escalating-price structures. Approximately 63% of hydroelectric PPA revenue (by FY 2021 value) is derived from PPAs with Consumer Price Index ("CPI")-

IV.C. Change-of-Control / Assignment Provisions The change-of-control and assignment provisions across the hydroelectric PPA portfolio present a complex landscape that requires careful navigation in connection with the Transaction. We summarize the key findings below: Consent Requirements. Of the nineteen (19) hydroelectric PPAs, the change-of-control and assignment provisions can be categorized as follows: The eleve

IV.D. Termination Provisions The termination provisions across the hydroelectric PPA portfolio can be summarized as follows: Termination for Convenience Four (4) of the nineteen hydroelectric PPAs, all with municipal off-taker counterparties, contain termination-for-convenience provisions that allow the counterparty to terminate the PPA upon prior written notice (ranging from 12 to 24 months) without cause. These fou

IV.E. Notable Individual Hydroelectric PPAs The following table summarizes the five largest individual hydroelectric PPAs by FY 2021 revenue: We note that the Clearwater Falls PPA No. 2 (the companion PPA at the Clearwater Falls facility with Idaho Power Resources, Inc.) has the shortest remaining term in the hydroelectric PPA portfolio, expiring on December 31, 2029 (approximately 7 years). This PPA generates annual

V. Power-Purchase Agreements (Wind Farms)

V.A. Overview Cascadia owns and operates six (6) wind farms across Oregon (3 farms), Washington (2 farms), and Idaho (1 farm), with an aggregate installed capacity of approximately 485 MW. Electricity generated by the wind farms is sold to off-takers under long-term PPAs. The wind PPA portfolio generated aggregate revenue of approximately $112 million in FY 2021, representing approximately 23.0% of total FY 2021 reve

V.B. Key Terms Common to Wind PPAs Pricing Structure. The wind PPAs uniformly employ fixed-price-per-MWh pricing structures with annual escalators. Unlike the hydroelectric PPA portfolio, which includes a mix of CPI-based and fixed-step escalators, the wind PPAs are predominantly structured with fixed-step escalators at rates ranging from 1.5% to 2.75% per annum. Only two wind PPAs (representing approximately 18% of

V.C. Change-of-Control / Assignment Provisions The change-of-control and assignment provisions in the wind PPA portfolio are generally comparable to those in the hydroelectric portfolio, with the following distribution: The six wind PPAs requiring affirmative counterparty consent represent approximately $74 million in annual revenue, or approximately 66.1% of total wind PPA revenue. The change-of-control definitions

V.D. Termination Provisions The termination provisions in the wind PPA portfolio are broadly consistent with those in the hydroelectric portfolio. Two wind PPAs (both with municipal energy agency counterparties) contain termination-for-convenience provisions with 18-month notice requirements and termination fee provisions. All ten wind PPAs contain termination-for-default provisions with cure periods consistent with

V.E. Notable Individual Wind PPAs The following table summarizes the three largest individual wind PPAs by FY 2021 revenue: We note that the Ridgeline Mesa PPA with Bonneville Basin Energy Authority has the shortest remaining term in the wind PPA portfolio, expiring on March 31, 2030 (approximately 8 years). This PPA generates annual revenue of approximately $9 million. The PPA contains a mutual renewal option for a

VI. Water-Treatment Concession Agreements

VI.A. Overview Cascadia holds three (3) long-term water-treatment concession agreements with municipal water authorities in Oregon and Washington, structured as public-private partnerships ("P3 arrangements"). The water-treatment concession segment generated aggregate revenue of approximately $127 million in FY 2021, representing approximately 26.1% of total FY 2021 revenue. The three concessions are as follows: The

VI.B. Bull Run Filtration Project Concession

VI.B.1. Counterparty and Background The Bull Run Filtration Project concession (the "Bull Run Concession") is the centerpiece of Cascadia's water-treatment concession portfolio and the single most significant individual contract in the Company's overall contract portfolio. Key background information is as follows: Counterparty: Portland Metropolitan Water District (the "PMWD"), a municipal water authority organized u

VI.B.2. Key Commercial Terms The principal commercial terms of the Bull Run Concession are as follows: Availability-Based Payment Structure. The PMWD makes monthly availability payments to Cascadia based on the demonstrated availability and performance of the filtration facility. The availability payment is calculated as the product of (i) the base monthly payment amount (as adjusted for escalation), (ii) an availabi

VI.B.3. Change-of-Control Provisions The Bull Run Concession contains a detailed change-of-control provision (Section 18.4 of the concession agreement) that is of central importance to the Transaction. The key elements of the change-of-control provision are as follows: Definition of Change of Control. A "Change of Control" is defined in the Bull Run Concession as: "any transaction or series of related transactions (w

VI.B.4. Regulatory Change Provisions The Bull Run Concession contains regulatory change provisions (Section 15 of the concession agreement) that address the allocation of risk between Cascadia and the PMWD in the event of changes in applicable laws, regulations, or governmental requirements that materially affect the economics or performance obligations of the concession. The key elements of the regulatory change pro

VI.B.5. Termination Provisions The Bull Run Concession contains the following termination provisions: Termination for Convenience by PMWD. Section 20.1 of the concession agreement provides the PMWD with the right to terminate the concession for convenience upon not less than 24 months' prior written notice to Cascadia. In the event of a termination for convenience, the PMWD is required to pay Cascadia a termination c