Contract analysis

I. Introduction and Purpose We write to inform you that on December 15, 2022, the Federal Energy Regulatory Commission ("FERC" or the "Commission") issued its order (the "Order") approving the application filed under Section 203 of the Federal Power Act, 16 U.S.C. § 824b ("Section 203"), for the proposed transfer of the jurisdictional facilities of Cascadia Renewables Holdings, Inc. ("Cascadia" or the "Company"). A c

II. Background of the FERC §203 Application By way of brief background, Section 203 of the Federal Power Act requires prior authorization from FERC before any public utility may dispose of jurisdictional facilities, or before any entity may acquire or merge with a public utility, where such disposition, acquisition, or merger exceeds a specified monetary threshold. This authorization requirement extends to the transf

III. Summary of FERC Order — Key Findings The Order finds that the proposed transaction is consistent with the public interest. In reaching this conclusion, FERC applied its standard analytical framework for evaluating Section 203 applications, which examines three factors: (a) the effect of the proposed transaction on competition, (b) the effect on rates, and (c) the effect on regulation. We summarize the Commission

IV. Conditions Attached to the Approval The Order grants the Section 203 authorization subject to certain conditions, each of which must be satisfied at or prior to the consummation of the transaction, or within specified timeframes following closing. We describe each condition below, along with our preliminary assessment of the steps required for compliance. A. License-Transfer Filings Cascadia and the acquiring ent

V. 18-Month Lapse Provision We wish to draw your particular attention to a critical timing provision contained in the Order. Consistent with standard Commission practice, the FERC authorization includes a lapse clause providing that the approval will expire automatically if the transaction is not consummated within eighteen (18) months of the date of the Order. The Order was issued on December 15, 2022. Accordingly,

VI. Interaction with Other Regulatory Approvals and Transaction Timeline A. Oregon Public Utility Commission (OPUC) The OPUC application (Docket No. UM-2287) was filed on October 14, 2022 and remains pending before the Commission. OPUC approval constitutes a separate and independent closing condition under the EPA, and the transaction cannot be consummated without it. We note that the ongoing concession renegotiation

VII. Implications for Ironside In summary, the issuance of the FERC Order approving the Section 203 application is a positive and meaningful development in the progression of the Cascadia acquisition. It satisfies one of the three principal regulatory closing conditions under the EPA (the others being OPUC approval, which remains pending, and CFIUS clearance, which has been effectively obtained). The approval was iss

VIII. Recommended Next Steps Based on the foregoing, we recommend the following next steps:

1. Calendar the FERC Lapse Date. C&H will calendar the June 15, 2024 FERC lapse date and incorporate it into the master transaction timeline tracking maintained by the deal team, with appropriate advance reminders at the twelve-month, six-month, and ninety-day marks.

2. Obtain Copies of the FERC Order. C&H will request from BSP certified copies of the FERC Order and any related correspondence or staff communications for Ironside's records. We will forward these materials to you promptly upon receipt.

3. Update the EPA Closing Conditions Checklist. C&H will update the EPA Closing Conditions Checklist to reflect the satisfaction of the FERC Section 203 closing condition, noting that such satisfaction is subject to (i) the eighteen-month lapse provision described in Section V and (ii) the post-closing license-transfer filing requirements described in Section IV.A.

4. Monitor the Bull Run Concession Renegotiation. C&H will continue to monitor the status of the Bull Run Filtration Project concession renegotiation with PMWD and its potential impact on the overall closing timeline, including any implications for the FERC authorization and the OPUC proceedings.

5. No Immediate Action Required from Ironside. No immediate action is required from Ironside at this time. We will keep you informed of any developments that necessitate further decisions or actions on your part.

IX. Closing We remain available at your convenience to discuss the FERC Order and its implications for Ironside and the Cascadia transaction in greater detail. We would suggest scheduling a call in the near term with Marcus, Renata, and the C&H team working on this matter — Pamela Cross, Nicholas Stern, and Theresa Kim — to discuss the current status of the various regulatory workstreams and the next steps for the tr