Contract analysis

Section 1: Capital Call Details 1.1 Capital Call Amount The total amount of this Capital Call is $22,500,000 (Twenty-Two Million Five Hundred Thousand Dollars and 00/100) (the "Capital Call Amount"). This Capital Call Amount represents 7.5% of the Total Committed Capital of the Partnership, which is $300,000,000 (Three Hundred Million Dollars and 00/100). This is the first Capital Call issued by the General Partner w

Section 2: Purpose of Capital Call The proceeds of this Capital Call shall be applied by the General Partner, on behalf of the Partnership, to fund the following purposes in connection with the Partnership's proposed co-investment alongside Meridian Infrastructure Partners Fund IV, LP, a Delaware limited partnership ("Fund IV"), in the acquisition (the "Acquisition") of 100% of the issued and outstanding equity inter

Section 3: Funding Date and Payment Instructions 3.1 Funding Date In accordance with Section 4.01(b) of the LP Agreement, the Limited Partner is required to fund its Capital Contribution in the amount of $22,497,000 on or before August 25, 2022 (the "Funding Date"), which date is ten (10) Business Days from the date of this Capital Call Notice (August 15, 2022). For the avoidance of doubt, the Capital Contribution mu

Section 4: Consequences of Failure to Fund The Limited Partner's attention is directed to Section 4.01(d) of the LP Agreement, which sets forth in detail the consequences of a failure by the Limited Partner to fund all or any portion of a Capital Call by the applicable Funding Date (a "Funding Default"). Without limiting the generality of Section 4.01(d) of the LP Agreement, the following is a summary of certain reme

Section 5: Transaction Overview The following summary of the proposed Acquisition is provided for the Limited Partner's reference and informational purposes only and is qualified in its entirety by reference to the definitive transaction documents (including the Equity Purchase Agreement, when executed), which shall govern the terms and conditions of the Acquisition. Target. Cascadia Renewables Holdings, Inc. ("Casca

Section 6: General Provisions 6.1 LP Agreement Controls In the event of any conflict, inconsistency, or ambiguity between this Capital Call Notice and the LP Agreement, the terms and provisions of the LP Agreement shall govern and control in all respects. This Capital Call Notice is intended to supplement, and not to supersede, amend, or modify, the LP Agreement. Nothing in this Capital Call Notice shall be construed

1. Organizational Expenses ($285,000): Legal fees (Calderwood & Harkness LLP; Kendrick Thorne & Associates LLP), Delaware Secretary of State filing fees, registered agent fees (Cascade Systems), and miscellaneous organizational costs.

2. Placement Agent Fee ($1,050,000): $300,000,000 × 0.35% = $1,050,000, payable to Rivermark Capital Markets Inc. pursuant to the Placement Agency Agreement dated June 15, 2022.

3. R&W Insurance Premium Deposit ($4,875,000): $195,000,000 coverage limit × 2.5% premium rate = $4,875,000, payable to Northgate Specialty Insurance Co. Coverage limit equals 10% of aggregate enterprise value ($1,950,000,000 × 10% = $195,000,000).

4. Due Diligence Costs and Deposits ($12,790,000): Legal, financial, environmental (Clearwater Environmental Consulting Inc.), accounting (Halstead & Greer LLP), regulatory, technical, and other third-party advisory fees, expenses, and deposits in connection with the proposed acquisition of Cascadia Renewables Holdings, Inc.

5. Working Capital Reserve ($3,500,000): Fund administration fees (Kendrick Thorne & Associates LLP), ongoing legal fees, Delaware franchise tax, registered agent maintenance, insurance-related costs, bank charges, and other anticipated administrative expenses. END OF CAPITAL CALL NOTICE NO. 1 Partner | Percentage Interest | Total Capital Commitment | Capital Call Amount (Pro Rata Share) Ironside Capital Management L

1. Organizational Expenses | $285,000 | 1.27%

2. Placement Agent Fee (Rivermark Capital Markets Inc.) | $1,050,000 | 4.67%

3. Representations & Warranties Insurance Premium Deposit (Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814) | $4,875,000 | 21.67%

4. Due Diligence Costs and Deposits | $12,790,000 | 56.84%

5. Working Capital Reserve | $3,500,000 | 15.56% Total | $22,500,000 | 100.00%