Contract analysis

I. Executive Summary A. Purpose and Scope This Summary Due Diligence Report and Risk Matrix (this "Report") consolidates the principal findings of Calderwood & Harkness LLP's ("C&H") legal due diligence investigation of Cascadia Renewables Holdings, Inc. ("Cascadia" or "CRH"), an Oregon corporation headquartered at 1100 SW Sixth Avenue, Suite 1800, Portland, OR 97204. This Report is intended to provide a comprehensiv

II. Corporate Structure and Organizational Matters A. Summary of Findings Cross-reference: C&H Due Diligence Memorandum: Cascadia Corporate Structure and Subsidiaries (dated August 8, 2022, prepared by Owen Fischer). Cascadia Renewables Holdings, Inc. is an Oregon corporation originally incorporated on March 14, 2012. It serves as the holding company for a group of operating subsidiaries organized under the laws of O

III. Material Contracts A. Summary of Findings Cross-reference: C&H Due Diligence Memorandum: Cascadia Material Contracts Summary (dated August 22, 2022, prepared by Theresa Kim). Cascadia's revenue base is predominantly anchored in long-term power purchase agreements ("PPAs") and municipal water-service concession agreements, which together account for the substantial majority of Cascadia's consolidated revenue. C&H

IV. Regulatory Permits and Licenses A. Summary of Findings Cross-reference: C&H Due Diligence Memorandum: Cascadia Regulatory Permits and Licenses (dated August 18, 2022, prepared by Theresa Kim). Cascadia and its subsidiaries hold a complex and multi-layered portfolio of federal and state permits, licenses, authorizations, and approvals that are critical to the continued operation of Cascadia's infrastructure assets

V. Real Property and Easements A. Summary of Findings Cross-reference: C&H Due Diligence Memorandum: Cascadia Real Property and Easements (dated August 25, 2022, prepared by Owen Fischer). Cascadia's real property portfolio encompasses a diverse array of fee-owned land, leased parcels, easements, rights-of-way, and land-use entitlements across Oregon, Washington, and Idaho. The real property holdings are integral to

VI. Environmental Liabilities and Compliance A. Summary of Findings Cross-reference: C&H Due Diligence Memorandum: Cascadia Environmental Liabilities and Compliance (dated August 29, 2022, prepared by Theresa Kim). C&H reviewed the environmental compliance posture of Cascadia and its subsidiaries, including the following categories of materials: (i) Phase I Environmental Site Assessment reports prepared by Clearwater

VII. Employment and Benefits A. Summary of Findings Cross-reference: C&H Due Diligence Memorandum: Cascadia Employment and Benefits (dated August 26, 2022, prepared by Owen Fischer). Cascadia employs approximately 1,400 full-time and part-time personnel across its facilities and corporate offices in Oregon, Washington, and Idaho. C&H reviewed the following categories of employment-related documents and information: (

VIII. Litigation and Proceedings A. Summary of Findings Cross-reference: C&H Due Diligence Memorandum: Cascadia Litigation and Proceedings (dated August 19, 2022, prepared by Theresa Kim). C&H conducted a comprehensive review of pending and threatened litigation, administrative proceedings, regulatory investigations, and claims involving Cascadia and its subsidiaries. The review encompassed the following: (i) Docket

IX. Intellectual Property A. Summary of Findings Cross-reference: C&H Due Diligence Memorandum: Cascadia intellectual Property (dated August 23, 2022, prepared by Owen Fischer). C&H reviewed Cascadia's intellectual property portfolio, including patents, trademarks, trade names, proprietary technology, software licenses, and data systems. The scope of the review reflected the nature of Cascadia's business as primarily

X. Tax Considerations A. Summary of Findings Input provided by Sylvia Hartwell, Specialist Partner, Tax, Calderwood & Harkness LLP. C&H's tax group reviewed the following categories of materials related to Cascadia's tax posture: (i) Federal income tax returns for Cascadia and its subsidiaries for the three most recent fiscal years; (ii) State income and franchise tax returns for Oregon, Washington, and Idaho for the

Section 382 Limitation Risk: Medium The proposed acquisition will constitute an "ownership change" within the meaning of Section 382 of the Internal Revenue Code, which will impose an annual limitation on Cascadia's ability to utilize its pre-change NOLs and certain tax credits. The magnitude of the Section 382 limitation depends on a number of factors, including the equity value of Cascadia at the time of the owners

XI. Consolidated Risk Matrix A. Risk Matrix — Overview The following Risk Matrix consolidates all risk items identified across the eight diligence workstreams covered by this Report. Each risk item is categorized by workstream, risk level (High, Medium, or Low), and is accompanied by a description of the risk, its potential impact, recommended mitigants, and current status. An expanded version of this Risk Matrix, wi

XII. EPA Protections and Recommended Negotiating Positions A. Representations and Warranties — Priority Areas Based on the diligence findings summarized in this Report, C&H recommends that the EPA include specific and robust representations and warranties from the sellers co