Contract analysis

I. Executive Summary This memorandum summarizes the findings of Calderwood & Harkness LLP ("C&H") from its review of the real property holdings, easements, rights-of-way, and land-use entitlements held by Cascadia Renewables Holdings, Inc. ("Cascadia" or "CRH"), an Oregon corporation headquartered at 1100 SW Sixth Avenue, Suite 1800, Portland, OR 97204, and its operating subsidiaries across the states of Oregon, Wash

II. Methodology and Scope of Review A. Documents Reviewed C&H's real property review encompassed the following categories of documents and information sources, all of which were produced in or supplemental to the Cascadia data room (Room 4 — Real Property):

1. Title Commitment Packages and Preliminary Title Reports. Twenty-three (23) title commitment packages were received from Cascadia's title insurer, Adriatic Casualty Group, covering all fee-owned parcels across the portfolio. Each package included preliminary title reports, copies of recorded title exceptions, and proposed policy terms and premiums.

2. ALTA/NSPS Land Title Surveys. ALTA/NSPS surveys were available for 17 of the 23 major facility sites. The surveys were prepared by various licensed surveyors in Oregon, Washington, and Idaho and generally comply with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (or the applicable prior standard for older surveys). Six surveys are older than five years, a matter discussed further i

3. Recorded Deeds and Instruments of Conveyance. We reviewed copies of all recorded warranty deeds, special warranty deeds, bargain and sale deeds, and other instruments of conveyance through which the various Cascadia subsidiaries acquired fee title to the parcels in the portfolio. Where gaps in the data room record existed, we cross-referenced preliminary title reports and county recorder indices.

4. Easement Agreements, Licenses, and Rights-of-Way Grants. We reviewed approximately 142 individual easement agreements, license agreements, and rights-of-way grants associated with the Cascadia facilities. These instruments encompass a wide range of purposes, including water conveyance, flowage rights, transmission-line corridors, access roads, pipeline corridors, underground collector-line corridors, meteorologica

5. Ground Leases and Land-Lease Agreements. We reviewed all 18 active ground lease and land-lease agreements under which Cascadia subsidiaries hold possessory interests in real property. Fourteen of these leases are associated with wind-farm operations on private agricultural land; the remaining four are associated with hydroelectric and water-treatment operations.

6. Concession Agreements and Related Real Property Access Provisions. We reviewed the real property access, use, and improvement provisions of the three water-treatment concession agreements, including the Bull Run Filtration Project concession with the Portland Metropolitan Water District. Detailed analysis of the concession agreements as material contracts is provided in the C&H Due Diligence Memorandum: Cascadia M

7. County and Municipal Zoning and Land-Use Permits. We reviewed zoning certifications, zoning maps, and land-use permit files for all 23 facility sites, including conditional use permits, special-use permits, and development approvals.

8. Federal Land-Use Authorizations and FERC-Related Property Rights. We reviewed four Bureau of Land Management ("BLM") and United States Forest Service ("USFS") special-use permits and two federal rights-of-way grants, each associated with hydroelectric facilities that are partially situated on federal lands. We also reviewed the FERC-related property rights provisions in the applicable FERC hydroelectric licenses.

9. State and Federal Dam-Safety Inspection Reports. Where relevant to the condition of real property, we cross-referenced state and federal dam-safety inspection reports for the hydroelectric facilities.

10. Environmental Site Assessments. Phase I and Phase II environmental site assessments prepared by Clearwater Environmental Consulting Inc. were cross-referenced for matters relevant to the real property analysis, including identification of recognized environmental conditions, wetland delineations, and regulatory use restrictions. B. Jurisdictions Covered The Cascadia real property portfolio spans three states and

1. Data Room Cut-Off. This review is based on documents produced in the Cascadia data room as of August 20, 2022. Documents produced after that date have not been incorporated into this analysis unless specifically noted. We understand that the data room remains open and that additional documents may be produced.

2. No Independent Title Searches. C&H has not conducted independent title searches in any county recorder's office. Our title analysis is based on the preliminary title reports and title commitment packages provided by Cascadia's title insurer, supplemented by our review of recorded instruments produced in the data room. While we believe these sources are generally reliable, independent title searches would provide a

3. Survey Limitations. As noted above, ALTA/NSPS surveys for six facilities are more than five years old. Conditions on the ground may have changed since these surveys were prepared. We recommend that updated surveys be commissioned prior to closing, particularly at the wind-farm sites where encroachment issues have been identified at other facilities in the portfolio.

4. Jurisdictional Scope. Our state-by-state legal analysis is limited to the real property laws of Oregon, Washington, and Idaho. To the extent that federal law (including FERC regulations, BLM and USFS regulations, and federal environmental law) intersects with real property matters, we have noted the relevant issues but have deferred detailed federal regulatory analysis to the companion memoranda identified in Sect

5. No Appraisals. We have not reviewed appraisals of any real property in the portfolio, and valuation matters are outside the scope of this memorandum. Ironside's independent valuation advisors should conduct such analysis as they deem appropriate.

6. Reliance on Management Representations. In certain instances, we have relied on representations made by Cascadia management in response to C&H's diligence questionnaire. Where management representations address factual matters that we have been unable to independently verify (such as the informal acquiescence by a neighboring landowner to an encroachment), we have noted the limitation.

III. Summary of Real Property Portfolio A. Overview and Classification The Cascadia real property portfolio can be classified into four principal categories: (i) fee-owned properties, (ii) leased properties, (iii) government-granted property rights, and (iv) concession-related property rights. The following subsections provide an overview of each category.

1. Fee-Owned Properties Cascadia and its operating subsidiaries hold fee simple title to approximately 87 parcels across the three states. These parcels have an aggregate acreage of approximately 34,200 acres, the vast majority of which is associated with hydroelectric and wind-farm operations. Fee ownership provides Cascadia with the strongest form of tenure security and, in most cases, reduces the risk of third-par

2. Leased Properties Cascadia holds possessory interests in an additional approximately 11,500 acres under 18 active ground lease and land-lease agreements. Fourteen of these leases are associated with wind-farm operations on private agricultural land, reflecting the predominant industry practice of leasing rather than purchasing agricultural land for wind-energy development. The remaining four leases are associated

3. Government-Granted Rights A subset of Cascadia's real property rights is derived from authorizations granted by federal and state governmental agencies. These include: • Federal Land Authorizations (BLM and USFS). Four special-use permits and two rights-of-way grants issued by the BLM and the USFS, each associated with hydroelectric facilities that are partially situated on federal lands. These authorizations have

4. Concession-Related Property Rights Cascadia's three water-treatment concession facilities operate under long-term concession agreements with municipal counterparties. The real property access, use, and improvement rights associated with these facilities are derived from and are generally coterminous with the concession agreements. This structure means that the real property rights are inextricably linked to the co

IV. Hydroelectric Facilities — Real Property Analysis A. Overview Cascadia's 14 hydroelectric facilities are located across Oregon, Washington, and Idaho, with operational capacities ranging from approximately 5 MW to 120 MW per facility. The combined installed capacity of the hydroelectric portfolio is approximately 620 MW. The real property holdings associated with these facilities include dam sites, reservoirs and

V. Wind Farm Facilities — Real Property Analysis A. Overview Cascadia operates six wind farms located in Oregon and Washington, with a combined installed capacity of approximately 480 MW. The wind-farm portfolio represents a significant component of Cascadia's revenue base and growth strategy. The property structure for the wind farms is predominantly land-lease based, reflecting the industry-standard approach of lea

VI. Water-Treatment Facilities — Real Property Analysis A. Overview Cascadia operates three water-treatment concession facilities, all located in Oregon. These facilities operate under long-term concession agreements with municipal counterparties, under which Cascadia has been granted the right and obligation to design, build, operate, and maintain water-treatment infrastructure on behalf of the municipal counterpart

1. Renegotiation with Preservation of Real Property Rights. If the renegotiation results in amendments to the concession agreement that preserve the existing term and the existing license and access agreement, Cascadia's real property rights would remain intact. This is the most favorable scenario from a real property perspective.

2. Renegotiation with Modification of Real Property Rights. If the renegotiation results in modifications to the scope of the concession (e.g., expansion of the facility footprint, changes to the designated premises), the license and access agreement would need to be amended to reflect the new terms. This scenario could affect the acreage, boundaries, or permitted uses under the license and access agreement.

3. Termination of the Concession. In the unlikely event that the renegotiation fails and the Water District exercises any contractual right to terminate the concession (whether for convenience, for cause, or by mutual agreement), Cascadia's real property access rights would terminate simultaneously. The approximately $210 million in facility improvements would revert to the Water District under the terms of the conce

VII. Cross-Cutting Issues and Observations A. Title Insurance Preliminary title reports have been obtained for all fee-owned parcels in the Cascadia portfolio. These reports were prepared by Adriatic Casualty Group (the "Title Insurer") and identify the recorded encumbrances, exceptions, and conditions affecting title to each parcel. Our review of the preliminary title reports is incorporated throughout Sections IV,