Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H") has completed its review of the representations and warranties insurance ("R&W Insurance" or the "Policy") policy to be issued by Northgate Specialty Insurance Co. ("Northgate" or the "Insurer") in connection with the proposed acquisition (the "Acquisition") of 100% of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc. ("Cascadia" o

II. Background — Transaction Overview The Acquisition involves the purchase of 100% of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation headquartered at 1100 SW Sixth Avenue, Suite 1800, Portland, Oregon 97204. Cascadia is a Pacific Northwest renewable-energy and water-infrastructure platform that currently operates fourteen (14) hydroelectric facilities, six (6

III. Policy Structure and Key Terms A. Named Insured and Additional Insureds The Policy designates Cascadia Acquisition Corp. as the Named Insured. In addition, the Policy lists the following entities and individuals as Additional Insureds: (i) Meridian Infrastructure Partners Fund IV, LP; (ii) ICM Cascadia Co-Invest, LP; (iii) Meridian Infrastructure GP IV LLC (the general partner of Fund IV); (iv) the respective af

IV. Retention (Deductible) Structure A. Retention Amount The retention (i.e., the deductible) under the Policy is expected to be set at 1.0% of the enterprise value of the Target, or $19,500,000. This amount represents the threshold of losses that must be incurred before coverage under the Policy attaches. Losses below the retention amount are not covered by the Policy and must be borne by the buyer (AcquisitionCo an

V. Coverage Scope — Representations and Warranties Covered A. Covered Representations The Policy covers breaches of all representations and warranties made by the sellers and Cascadia in the EPA. The breadth of coverage is one of the principal advantages of buy-side R&W insurance: rather than negotiating individual coverage terms for each representation, the Policy provides blanket coverage for all EPA representation

VI. Key Exclusions A. Specific Exclusions Identified in the Policy The Policy contains a number of specific exclusions that limit the scope of coverage. These exclusions are standard for buy-side R&W insurance but warrant careful review to ensure that they do not create unexpected gaps in coverage for risks identified during the due diligence process. The principal exclusions identified in our review are as follows:

VII. Interaction with EPA Indemnification Provisions A. EPA Indemnification Structure (Anticipated) The EPA, which is expected to be executed on or about September 15, 2022, will include indemnification provisions that are closely coordinated with the R&W insurance coverage. Based on our review of the draft EPA term sheet and discussions with Breckenridge Sloane & Pratt LLP, the anticipated EPA indemnification struct

VIII. Claims Process A. Notice Requirements The Policy requires the insured to provide written notice to Northgate of any potential claim or actual claim as soon as practicable, and in any event within a specified period — typically thirty (30) days — after the insured becomes aware of facts or circumstances giving rise to a potential claim. The notice must include reasonable detail regarding the nature of the allege

IX. Sector-Specific Considerations — Renewable Energy and Water Infrastructure A. Environmental Liabilities Environmental representations and related coverage are of particular importance in the Acquisition given the nature of Cascadia's operations. Cascadia operates fourteen (14) hydroelectric facilities across Oregon, Washington, and Idaho, each of which involves significant water-use permits, dam safety requiremen