Contract analysis

I. Executive Summary C&H has completed a comprehensive review of all material regulatory permits, licenses, governmental authorizations, concessions, and water rights held by Cascadia and its operating subsidiaries across three states — Oregon, Washington, and Idaho — in connection with the proposed Transaction. This review was conducted to assess (i) the validity, good standing, and compliance status of Cascadia's r

II. Scope of Review and Sources A. Data Room Documents C&H reviewed documents contained in the following sections of the virtual data room (the "VDR") maintained by Ridgeway, Ashford & Malone PC ("RAM"), counsel to Cascadia (lead partner Nina R. Castellano), in connection with the Transaction:

Section 3.1 (Regulatory): Copies of all material regulatory filings, orders, and correspondence with FERC, OPUC, WUTC, IPUC, and other federal and state regulatory agencies; regulatory compliance reports; and internal regulatory compliance memoranda.

Section 3.2 (Permits): Copies of all material federal, state, and local permits, licenses, certificates, and governmental authorizations held by Cascadia and its subsidiaries, organized by facility and jurisdiction.

Section 3.5 (Water Rights): Copies of certificated water rights, water-use permits, and related filings with the Oregon Water Resources Department ("OWRD"), Washington Department of Ecology, and Idaho Department of Water Resources ("IDWR"), together with water rights abstracts and chain-of-title documentation.

Section 3.9 (Environmental Permits): Copies of all environmental permits, including NPDES permits, air quality permits, solid and hazardous waste registrations, and related compliance documentation, as well as environmental assessment reports and Phase I/Phase II reports. B. Additional Sources In addition to VDR documents, C&H relied upon the following additional sources of information in preparing this memorandum: (

III. Federal Regulatory Permits and Licenses A. FERC Hydroelectric Licenses

1. Overview. Cascadia and its operating subsidiaries hold FERC hydroelectric licenses for all fourteen (14) of its hydroelectric generating facilities. Each license was issued under Part I of the Federal Power Act (16 U.S.C. §§791a–823d) and authorizes the construction, operation, and maintenance of a hydroelectric project on navigable waters or federally reserved lands. The FERC licenses constitute Cascadia's most s

2. License Inventory The following table sets forth the complete inventory of FERC hydroelectric licenses held by Cascadia and its subsidiaries: Aggregate Installed Hydroelectric Capacity: 944 MW across fourteen facilities in three states.

3. Remaining License Terms The remaining terms of the fourteen FERC licenses range from approximately two (2) years (Upper Deschutes, P-2041, expiring June 14, 2024) to approximately twenty-five (25) years (Salmon River Station, P-4185, expiring March 2, 2047). The weighted-average remaining license term, calculated on an installed-capacity-weighted basis, is approximately twenty-three (23) years as of the Diligence

4. License Conditions Each FERC license contains standard and project-specific conditions governing the operation of the licensed facility. These conditions typically include, but are not limited to: (a) Fish Passage Requirements. upstream and downstream fish passage facilities, including fish ladders, screens, and bypass systems, designed to facilitate migration of anadromous fish species (particularly Pacific salmo

5. Compliance Status Based on our review of the VDR documents, management representations, and publicly available FERC records, all fourteen (14) FERC licenses are currently in compliance with their respective terms and conditions. We did not identify any pending FERC enforcement actions, penalty proceedings, notices of violation, or show-cause orders with respect to any Cascadia hydroelectric license. Internal regul

6. Transfer and Change-of-Control Requirements Under Section 203 of the Federal Power Act (16 U.S.C. §824b), the proposed Transaction requires FERC approval for the disposition of jurisdictional facilities. Section 203(a)(1) provides that no public utility shall, without first having secured an order of the Commission authorizing it to do so, sell, lease, or otherwise dispose of the whole of its facilities subject to

7. Relicensing Risk One facility — the Upper Deschutes Project (P-2041) — has a current license term expiring on June 14, 2024, placing it within the near-term relicensing window. Under FERC's Integrated Licensing Process ("ILP"), a licensee is required to file a Notice of Intent to file a relicensing application and a Pre-Application Document at least five and one-half (5.5) years prior to license expiration. Based

1. U.S. Army Corps of Engineers — Section 404 Permits Cascadia holds permits issued by the U.S. Army Corps of Engineers ("USACE") under Section 404 of the Clean Water Act (33 U.S.C. §1344) for certain hydroelectric and water-treatment facilities where construction, operation, or maintenance activities involve the discharge of dredged or fill material into waters of the United States. These permits include both indivi

2. Section 10 Permits — Rivers and Harbors Act Where applicable, Cascadia holds permits issued under Section 10 of the Rivers and Harbors Act of 1899 (33 U.S.C. §403) for structures and work in or affecting navigable waters of the United States. These permits apply to certain dam structures, intake works, and discharge outfalls associated with Cascadia's hydroelectric facilities. All Section 10 permits are current an

3. Endangered Species Act — Biological Opinions and Incidental Take Authorizations Several of Cascadia's hydroelectric projects are located on river systems that support populations of ESA-listed species, particularly Pacific salmon (Oncorhynchus spp.) and steelhead (Oncorhynchus mykiss). In connection with the licensing and operation of these projects, FERC has consulted with NMFS and USFWS pursuant to Section 7 of

4. Federal Aviation Administration (FAA) Determinations Cascadia has obtained Determinations of No Hazard to Air Navigation from the FAA for all wind turbine structures associated with its six wind farm facilities. These determinations are issued pursuant to 14 C.F.R. Part 77 and confirm that the height and location of each wind turbine do not constitute a hazard to air navigation. All FAA determinations are current.

IV. State Regulatory Permits and Authorizations — Oregon A. Oregon Public Utility Commission (OPUC) Authorizations

1. Utility Certificates and Authorizations Cascadia holds certificates of public convenience and necessity or equivalent authorizations from the OPUC for its utility operations in the State of Oregon. These authorizations permit Cascadia to operate as an electric utility within its designated service territory and to sell electric energy to wholesale and retail customers in accordance with applicable tariffs and rate

2. Change-of-Control Approval Requirements The proposed Transaction requires OPUC approval for the transfer of Cascadia's Oregon utility assets. Under Oregon Revised Statutes ("ORS") §757.480 and related OPUC regulations, no public utility may sell, lease, assign, or otherwise dispose of the whole or any part of its franchise, works, or system necessary or useful in the performance of its duties to the public without

3. Expected Conditions and Timeline Based on C&H's analysis of precedent OPUC transactions involving changes of control of Oregon utilities, the OPUC review process typically takes between six (6) and twelve (12) months from the date of filing, though contested proceedings involving active intervenor participation can extend the timeline significantly. The OPUC may impose conditions on its approval, which may include

1. Certificated Water Rights and Water-Use Permits Cascadia holds certificated water rights and water-use permits issued by the Oregon Water Resources Department ("OWRD") for its hydroelectric and water-treatment operations in Oregon. Oregon's water rights system is based on the prior appropriation doctrine, under which water rights are allocated based on priority of use ("first in time, first in right"), and all wat

2. Bull Run Filtration Project Water Rights The water rights associated with the Bull Run Filtration Project concession are of particular significance to the Transaction. OWRD Permit No. S-58812, with a priority date of January 22, 2016, authorizes the diversion of up to 200 cubic feet per second from the Bull Run River for municipal and industrial water supply purposes in connection with the 40-year concession agree

3. Transfer Considerations Under Oregon water law, water rights are appurtenant to the place of use and not to the person or entity holding the rights. As a consequence, a change in the ownership of the entity holding water rights — as would occur in an equity-level transaction such as the proposed Transaction — does not require separate OWRD approval for the transfer of the water rights themselves. However, certain

4. Compliance Status No pending contested-case proceedings, enforcement actions, water right cancellation proceedings, or forfeiture claims were identified with respect to any Cascadia water right in Oregon. All water rights appear to have been exercised in accordance with their terms and conditions, and no extended periods of non-use that could give rise to a forfeiture claim under ORS §540.610 were identified. C. O

1. NPDES Permits Cascadia holds National Pollutant Discharge Elimination System ("NPDES") permits issued by the Oregon Department of Environmental Quality ("ODEQ") for point-source discharges from its hydroelectric and water-treatment facilities. These permits are issued pursuant to the Clean Water Act (33 U.S.C. §1342) and Oregon's delegated NPDES permitting authority under ORS Chapter 468B. Each NPDES permit specif

2. Air Quality Permits Cascadia holds air quality permits issued by ODEQ for backup diesel generation equipment located at certain facilities. These permits include Title V operating permits under 40 C.F.R. Part 70 for facilities that qualify as major sources under the Clean Air Act, as well as general permits and minor source registrations for smaller backup generation units. All air quality permits are current and

3. Solid Waste and Hazardous Waste Cascadia maintains appropriate solid waste and hazardous waste permits and registrations with ODEQ as applicable to its operations. No facilities were identified as large quantity generators of hazardous waste. No pending solid waste or hazardous waste enforcement actions were identified. D. Oregon Department of Energy — Energy Facility Siting Council (EFSC) Cascadia holds site cert

V. State Regulatory Permits and Authorizations — Washington A. Washington Utilities and Transportation Commission (WUTC) Cascadia holds the necessary authorizations from the Washington Utilities and Transportation Commission ("WUTC") for its utility operations in the State of Washington. These authorizations include certificates and tariff approvals governing Cascadia's provision of electric service to wholesale and

1. Water Rights Cascadia holds water rights issued under the Washington water code (RCW Title 90) for its hydroelectric operations in Washington. These water rights authorize the diversion and use of water from the Skagit River, Snoqualmie River, Yakima River, and Wenatchee River systems for hydroelectric power generation. All Washington water rights are current and in good standing. No pending adjudications, relinqu

2. Environmental Permits Cascadia holds NPDES permits and other environmental permits issued by the Washington Department of Ecology for its Washington-based facilities, including water quality permits, air quality permits for backup generation equipment, and stormwater management permits. All environmental permits are current, and no pending enforcement actions or notices of violation were identified. C. Washington

VI. State Regulatory Permits and Authorizations — Idaho A. Idaho Public Utilities Commission (IPUC) Cascadia holds authorizations from the Idaho Public Utilities Commission ("IPUC") for its utility operations in the State of Idaho. These authorizations permit Cascadia to operate hydroelectric facilities and sell electric energy in Idaho in accordance with applicable IPUC rules and approved tariffs. All IPUC authoriza

VII. Wind Farm Permits and Authorizations A. Summary Cascadia operates six (6) wind farm facilities across Oregon and Washington. The following table provides a summary of each facility and its principal permits and authorizations: Aggregate Installed Wind Capacity: 820 MW across six facilities in two states. B. FAA Determinations As noted in Section III.C.4, Cascadia has obtained FAA Determinations of No Hazard to A

VIII. Water-Treatment Concession Permits and Authorizations A. Overview Cascadia operates three (3) water-treatment concessions, all located in the State of Oregon. These concessions are structured as long-term public-private partnership agreements between Cascadia (or its subsidiaries) and municipal water authorities, pursuant to which Cascadia is responsible for the design, construction, operation, and maintenance

1. Concession Agreement The Bull Run Filtration Project concession is Cascadia's largest and most significant water-treatment concession. The concession is governed by a 40-year concession agreement (the "Bull Run Agreement") executed approximately 2018 between Cascadia Clean Water, LLC (a wholly-owned subsidiary of Cascadia) and the Portland Metropolitan Water District (the "PMWD"). Under the Bull Run Agreement, Cas

2. Key Permits The Bull Run Filtration Project is supported by the following material regulatory permits and authorizations: (a) ODEQ NPDES Permit: NPDES permit for the discharge of treated water and process wastewater from the filtration facility, issued by ODEQ. The permit specifies effluent limitations for turbidity, chlorine residual, pH, and other parameters. The permit is current and in compliance. (b) OWRD Wat

3. Concession Renegotiation Notice Post-Diligence Cut-Off Date Development. On October 28, 2022, the Portland Metropolitan Water District notified Cascadia of its intent to renegotiate the Bull Run Filtration Project concession agreement, citing changed regulatory requirements under Oregon SB 1567 (2022), which imposed new water treatment standards and public utility accountability requirements. This development occu

1. Sandy River Water Treatment Concession Cascadia Clean Water, LLC holds a 30-year concession agreement with the Sandy Water Authority for the operation and maintenance of a water-treatment facility on the Sandy River in Clackamas County, Oregon. The concession was executed in 2012 and generates annual revenue of approximately $18 million. Key permits include an ODEQ NPDES permit and OWRD Certificate No. C-34097. Al

2. Tualatin Valley Water Treatment Concession Cascadia Clean Water, LLC holds a 25-year concession agreement with the Tualatin Valley Municipal Water Authority for the operation and maintenance of a water-treatment facility in Washington County, Oregon. The concession was executed in 2015 and generates annual revenue of approximately $11 million. Key permits include an ODEQ NPDES permit and OWRD Certificate No. C-352

IX. Transaction-Specific Regulatory Approvals Required for Closing A. FERC Section 203 Approval FERC approval under Section 203 of the Federal Power Act is required for the indirect transfer of Cascadia's FERC-licensed hydroelectric facilities to new upstream ownership through AcquisitionCo. This approval is a mandatory pre-closing regulatory condition. Docket Number: EC22-143-000 Filing Date: The Section 203 applica

1. WUTC and IPUC As discussed in Sections V.A and VI.A, C&H is analyzing whether the equity-level Transaction triggers formal change-of-control filing obligations with the WUTC and the IPUC. If such obligations are determined to exist, the relevant applications or notifications should be filed in coordination with the FERC and OPUC filings to avoid delays in the closing timeline.

2. State Environmental Agency Notifications Certain state environmental permits may require notification to the issuing agency of a change in the identity of the permit holder or controlling entity. While equity-level transactions typically do not trigger formal environmental permit transfer requirements, C&H recommends that Cascadia provide prompt notification to ODEQ, the Washington Department of Ecology, and IDEQ