Contract analysis

I. Purpose and Background This firm represents Ironside Capital Management LP ("Ironside") in all matters relating to ICM Cascadia Co-Invest, LP (the "Vehicle"), a Delaware limited partnership (EIN: 88-3921457; Delaware Secretary of State File Number 7439218) formed on July 22, 2022 for the purpose of co-investing alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV") in the acquisition of one hundred per

II. Acknowledgment of the Suspension Notice and Material Impediment Event Ironside acknowledges receipt of the Suspension Notice dated January 9, 2023 issued by Meridian Infrastructure GP IV LLC in its capacity as general partner of the Vehicle, purportedly pursuant to Section 7.04 of the LP Agreement. We note that the GP has declared a Material Impediment Event based on what the GP describes as the expected failure

III. Status of Capital Contributions and Financial Position For purposes of establishing a clear record during the dormancy period, we set forth the following summary of the capital commitment and contribution status of the Vehicle as of the date of this letter: Total committed capital to the Vehicle is Three Hundred Million Dollars ($300,000,000), allocated as follows: (a) The GP's 0.01% commitment: Thirty Thousand

IV. Express Reservation of Rights Under the LP Agreement Ironside hereby expressly reserves, and does not waive, relinquish, or otherwise limit, any and all rights, remedies, powers, privileges, and entitlements under the LP Agreement, the Side Letter, the Co-Investment Allocation Agreement, and all other operative documents. Without limiting the generality of the foregoing, Ironside specifically reserves the followi

V. R&W Insurance Policy and Tolling The Vehicle is the named insured under the representations and warranties insurance policy issued by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814), which was bound on September 1, 2022. The policy provides coverage of up to One Hundred Ninety-Five Million Dollars ($195,000,000), representing ten percent (10%) of the One Billion Nine Hundred Fifty Million Dollars

VI. Regulatory Approvals The Cascadia acquisition requires or has required certain regulatory approvals, the status of which is summarized below: (a) FERC Section 203 Approval. Approval under Section 203 of the Federal Power Act was received on December 15, 2022 (FERC Docket No. EC22-143-000), conditioned upon the timely filing of license-transfer applications and subject to an eighteen (18)-month lapse provision if

VII. EPA and Transaction Documents The Equity Purchase Agreement dated September 15, 2022 was entered into among the Selling Shareholders — namely, Timberline Growth Equity Fund III, LP (holding 62% of Cascadia's equity), the Weir Family Trust (holding 18% of Cascadia's equity), and the Management Rollover Pool (holding 20% of Cascadia's equity) — Cascadia Renewables Holdings, Inc., and Cascadia Acquisition Corp., th

VIII. No Waiver / Anti-Waiver This letter and any course of dealing, course of performance, delay, or forbearance by Ironside during the dormancy period shall not constitute, and shall not be construed as constituting, a waiver, estoppel, election of remedies, or modification of any of Ironside's rights, remedies, powers, privileges, or entitlements under the LP Agreement, the Side Letter, the Co-Investment Allocatio

IX. Governing Law The LP Agreement is governed by, and shall be construed in accordance with, the laws of the State of Delaware without regard to conflicts of laws principles that would result in the application of the laws of any other jurisdiction. This letter and the reservations of rights set forth herein are made under and subject to Delaware law, and any disputes arising from or relating to this letter or the m

X. Request for Confirmation Ironside respectfully requests that BSP, on behalf of Meridian and the GP, promptly acknowledge receipt of this letter and confirm in writing that: (a) The GP has received and reviewed this letter and the reservations of rights set forth herein; (b) The GP will comply with all of its obligations during the dormancy period as outlined in this letter and as required by the LP Agreement, the

XI. Contact Information and Copies Please direct all communications regarding the Vehicle and the dormancy period to: Pamela Cross Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004 Telephone: (212) 558-4127 Email: pcross@calderwoodharkness.com With a copy to: Nicholas Stern Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004 Telephone: (212) 558-4233 Email: nstern@calderw