Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze Capital Call Notice #1 (the "Notice") issued by Meridian Infrastructure GP IV LLC (the "GP" or "Meridian"), in its capacity as general partner, to Ironside Capital Management LP ("Ironside" or the "LP") in connection with ICM Cascadia Co-Invest, LP (the "Vehicle" or the "Co-Invest"), EIN 88-3921457, Delaware Secretary of State File Number 7439218. This

II. Background A. The Co-Investment Vehicle ICM Cascadia Co-Invest, LP was formed as a Delaware limited partnership for the purpose of co-investing alongside Meridian Infrastructure Partners Fund IV, LP in the acquisition of Cascadia Renewables Holdings, Inc. The Certificate of Limited Partnership was filed with the Delaware Secretary of State on July 22, 2022, and the Vehicle was assigned Delaware Secretary of State

III. Requirements of LP Agreement §4.01 A. Overview of §4.01 Provisions

Section 4.01 of the LP Agreement establishes the framework pursuant to which the GP may call capital from the partners. The relevant provisions are summarized below:

Section 4.01(a) — Authority to Issue Capital Calls. Section 4.01(a) provides that the GP has the authority to issue capital calls from time to time to fund the Vehicle's share of the acquisition, organizational expenses, and other costs and expenses of the Vehicle. The GP's discretion under this provision is broad, extending to "any purpose reasonably determined by the General Partner to be necessary or advisable in

Section 4.01(b) — Capital Call Notice Requirements. Each capital call must be made by written notice (defined in the LP Agreement as a "Capital Call Notice") delivered to each Limited Partner. The Capital Call Notice must specify five mandatory elements: (i) the aggregate amount of the capital call; (ii) the amount payable by each Limited Partner, calculated on a pro rata basis in accordance with each Limited Partner

Section 4.01(c) — Minimum Notice Period. The Funding Date specified in any Capital Call Notice must be no earlier than ten (10) business days after delivery of the Capital Call Notice. For purposes of the LP Agreement, "business day" is defined in Section 1.01 as any day other than a Saturday, Sunday, or a day on which banking institutions in New York, New York are authorized or required by law or executive order to

Section 4.01(d) — Aggregate Cap on Capital Calls. Capital calls may not exceed, in the aggregate, a Limited Partner's total Unfunded Commitment. "Unfunded Commitment" is defined in Section 1.01 as, with respect to any partner, the difference between such partner's Capital Commitment and the aggregate amount of capital contributions previously made by such partner to the Vehicle.

Section 4.01(e) — Application of Proceeds. Proceeds of each capital call must be applied solely for the purposes specified in the Capital Call Notice. This provision imposes a use-of-proceeds restriction that operates on a call-by-call basis, requiring the GP to designate specific purposes at the time of each call and to apply the proceeds accordingly. B. Permitted Purposes Under §4.01(a)

Section 4.01(a) enumerates the following categories of permitted purposes for which capital calls may be issued:

1. To fund the Vehicle's pro rata share of the equity required to consummate the acquisition of Cascadia (including any purchase-price adjustments, working-capital true-ups, or post-closing payments);

2. To pay organizational expenses of the Vehicle, including legal fees, filing fees, accounting and tax preparation costs, and other expenses incurred in connection with the formation and organization of the Vehicle;

3. To pay placement-agent fees, insurance premiums, advisory fees, and other transaction costs incurred in connection with the acquisition;

4. To fund working-capital reserves and other ongoing operating expenses of the Vehicle, including fund administration fees, registered-agent fees, Delaware franchise tax, and general and administrative expenses; and

5. Any other purpose reasonably determined by the GP to be necessary or advisable in connection with the Vehicle's investment program. As discussed in Section IV.D below, each of the stated purposes in Capital Call Notice #1 falls squarely within one or more of these enumerated categories.

IV. Analysis of Capital Call Notice #1 A. Form and Delivery Capital Call Notice #1 is in writing, as required by Section 4.01(b) of the LP Agreement. The Notice is presented on the letterhead of Meridian Infrastructure GP IV LLC and is addressed to Ironside Capital Management LP at its principal office at 590 Madison Avenue, 38th Floor, New York, New York 10022, which is the address for notice purposes set forth in S

Section 4.01(b)(iii) requires that each Capital Call Notice specify the purpose or purposes for which the called capital will be used. Section 4.01(e) further requires that proceeds of each capital call be applied solely for the purposes specified in the Notice. Accordingly, the specificity and permissibility of the stated purposes are critical compliance elements. Capital Call Notice #1 specifies the following uses

1. Organizational Expenses — $285,000 The Notice allocates $285,000 to organizational expenses of the Vehicle. This amount covers legal fees incurred in connection with the formation and organization of the Vehicle (including the negotiation and drafting of the LP Agreement, Side Letter, and Allocation Agreement), filing fees paid to the Delaware Secretary of State, accounting and tax setup costs (including establish

2. Placement-Agent Fee (Rivermark Capital Markets Inc.) — $1,050,000 The Notice allocates $1,050,000 to the payment of a placement-agent fee to Rivermark Capital Markets Inc. ("Rivermark"). This amount represents 0.35% of the $300,000,000 of committed capital, which is the fee rate specified in the Placement Agent Agreement dated July 1, 2022 among Meridian GP IV LLC, the Vehicle, and Rivermark (the "Placement Agent

3. R&W Insurance Premium Deposit (Northgate Specialty Insurance Co.) — $4,875,000 The Notice allocates $4,875,000 to the payment of a deposit on the premium for a representations and warranties insurance policy (the "R&W Policy") to be issued by Northgate Specialty Insurance Co. ("Northgate"), Policy No. NSW-RI-2022-09814. The R&W Policy provides coverage with a limit of $195,000,000, representing approximately 10% o

4. Due-Diligence Costs and Deposits — $12,790,000 The Notice allocates $12,790,000 to due-diligence costs and deposits incurred in connection with the acquisition of Cascadia. This is the largest single line item in the capital call and encompasses the following categories of expenses, as described in the supporting schedule attached to the Notice: • Legal advisory fees: Fees payable to Breckenridge Sloane & Pratt LL

5. Working-Capital Reserve — $3,500,000 The Notice allocates $3,500,000 to a working-capital reserve for the Vehicle. This reserve is intended to cover the ongoing operating expenses of the Vehicle from the first close through the anticipated closing of the acquisition, including: • Fund administration fees payable to Kendrick Thorne & Associates LLP; • Registered agent fees payable to Cascade Systems; • Delaware fra

Section 4.01(c) of the LP Agreement requires that the Funding Date be no earlier than ten (10) business days after delivery of the Capital Call Notice. For purposes of this calculation, the date of delivery (August 15, 2022, a Monday) is treated as "Day 0" — that is, the ten business day count begins on the first business day following delivery. This interpretation is consistent with Section 1.01 of the LP Agreement,

V. Additional Compliance Considerations A. Side Letter Provisions We have reviewed the Side Letter dated July 29, 2022 between Ironside and Meridian GP IV LLC to determine whether it imposes any additional conditions on capital calls beyond those set forth in the LP Agreement. Our review confirms that the Side Letter does not modify, restrict, or impose additional procedural requirements on the GP's authority to issu

Section 4.02 provides that failure by a Limited Partner to fund a capital call within five (5) business days after the Funding Date constitutes a "Funding Default." A Funding Default triggers the following consequences: (i) Dilution. The defaulting Limited Partner's percentage interest in the Vehicle shall be reduced by an amount equal to 50% of the defaulted amount. For example, if Ironside were to default on the fu

1. Calendar the Funding Date of August 29, 2022 and set an internal reminder no later than August 24, 2022 (the Wednesday prior to the Funding Date) to initiate wire transfer processing.

2. Ensure that Ironside's treasury and operations teams have received the wire transfer instructions (to be delivered under separate cover on August 14, 2022) and have completed any required internal verification and approval procedures.

3. Confirm with Ironside's custodian bank that sufficient funds will be available in the relevant account on or before the Funding Date.

4. Following execution of the wire transfer, obtain confirmation of receipt from Kendrick Thorne & Associates LLP (the Vehicle's fund administrator) to ensure that the capital contribution has been properly credited. The five (5) business day grace period following the Funding Date means that Ironside would not technically be in Funding Default until September 6, 2022 (the Tuesday following Labor Day, which is the fi

VI. Conclusion and Recommendation Based on our review of Capital Call Notice #1, in the draft form circulated by the GP on August 9, 2022, we conclude that the Notice complies with the requirements of Section 4.01 of the LP Agreement in all material respects. Specifically:

1. Written Form and Proper Issuance (§4.01(b)). The Notice is in writing, issued by the GP in its capacity as General Partner of the Vehicle, and signed by an authorized representative of the GP. The Notice is addressed to Ironside at its address for notice purposes as set forth in Schedule A to the LP Agreement.

2. Specification of Required Elements (§4.01(b)(i)–(v)). The Notice specifies (i) the aggregate capital call amount of $22,500,000; (ii) the amount payable by the LP ($22,497,750, based on a 99.99% Commitment Percentage); (iii) the purposes for which the called capital will be used, with specific dollar amounts allocated to each purpose; (iv) the Funding Date of August 29, 2022; and (v) wire transfer instructions for

3. Ten (10) Business Day Notice Period (§4.01(c)). The Funding Date of August 29, 2022 is the tenth business day following the delivery date of August 15, 2022, satisfying the minimum notice period requirement.

4. Call Amount Within Unfunded Commitment Ceiling (§4.01(d)). The aggregate capital call amount of $22,500,000 does not exceed the aggregate Unfunded Commitment of $300,000,000 (no prior capital calls having been issued).

5. Permitted Purposes (§4.01(a)). All five stated purposes — organizational expenses, placement-agent fee, R&W insurance premium deposit, due-diligence costs and deposits, and working-capital reserve — are permitted purposes under Section 4.01(a).

6. Reconciliation of Line Items. The individual line-item amounts sum exactly to the aggregate capital call amount of $22,500,000, with no unexplained residual or unallocated balance. We have also confirmed that the Side Letter does not impose any additional conditions on capital calls that are not satisfied, and that the cost allocations reflected in the Notice are consistent with the Allocation Agreement. Recommend

VII. Attachments / Enclosures The following attachments are enclosed with this memorandum for reference: Attachment A: Draft Capital Call Notice #1 (as circulated by Meridian Infrastructure GP IV LLC on August 9, 2022 for review) — 3 pages Attachment B: Relevant excerpts from LP Agreement §4.01 (Capital Calls) and §4.02 (Funding Defaults), as executed July 29, 2022 — 5 pages Attachment C: Capital call proceeds waterf