Contract analysis

I. Executive Summary The purpose of this memorandum is to set forth the results of Calderwood & Harkness LLP's ("C&H") annual compliance review for ICM Cascadia Co-Invest, LP (the "Vehicle" or "ICM Co-Invest"), covering all state entity-maintenance, tax filing, registered-agent, and related compliance obligations for the fiscal year ending December 31, 2022 ("FY 2022"). This memorandum has been prepared at the direct

II. Entity Identification and Key Information For reference purposes, the following table summarizes the key identifying information for the Vehicle: The General Partner, Meridian Infrastructure GP IV LLC, is managed by a board of managers consisting of the following individuals: • David R. Hargreaves, Managing Partner • Lillian Fong, Partner, Portfolio • Graham Whitfield, Partner, Operations The Vehicle's stated pur

III. Delaware Franchise Tax A. Applicability. Under the Delaware Revised Uniform Limited Partnership Act ("DRULPA"), specifically 6 Del. C. § 17-1109, all domestic limited partnerships registered in the State of Delaware are required to pay an annual franchise tax, sometimes referred to as an "alternative entity tax" or "limited partnership tax." This obligation applies to every limited partnership that has a Certifi

IV. Delaware Annual Report A. Applicability. Unlike Delaware corporations, which are required to file annual reports with the Delaware Secretary of State pursuant to 8 Del. C. § 502, and unlike Delaware limited liability companies, which have their own alternative entity tax requirements under 6 Del. C. § 18-1107, Delaware limited partnerships are not required to file a separate annual report with the Secretary of St

V. Registered Agent Maintenance A. Current Registered Agent Under DRULPA, every Delaware limited partnership is required to maintain a registered agent and registered office in the State of Delaware at all times. The Vehicle's designated registered agent, as specified in the Certificate of Limited Partnership filed on July 22, 2022, is: Cascade Systems 160 Greentree Drive, Suite 101 Dover, Delaware 19904 Cascade Syst

VI. Certificate of Limited Partnership — Status and Amendments The original Certificate of Limited Partnership for ICM Cascadia Co-Invest, LP was filed with the Delaware Secretary of State on July 22, 2022, under File Number 7439218. The Certificate of Limited Partnership names Meridian Infrastructure GP IV LLC as the sole general partner of the Vehicle and specifies the registered agent and registered office informa

VII. Foreign Qualification A. Analysis. Under the laws of most U.S. states, a limited partnership that is formed in one state but "transacts business" or "conducts business" in another state is generally required to register as a foreign limited partnership in that other state — a process commonly referred to as "foreign qualification." The definition of what constitutes "transacting business" varies by state, but ty

VIII. Dormancy Considerations for Compliance As noted in Section I, the Vehicle entered a period of dormancy on January 9, 2023, following the General Partner's issuance of the Capital Call Suspension Notice under LP Agreement § 7.04, citing the occurrence of a Material Impediment Event. The Material Impediment Event relates to the ongoing review of the proposed Cascadia acquisition by the Federal Energy Regulatory C

IX. Compliance Calendar — Key Upcoming Deadlines The following table sets forth the key compliance deadlines applicable to ICM Cascadia Co-Invest, LP for the period immediately following FY 2022. This calendar should be reviewed in conjunction with the more detailed preliminary compliance calendar for FY 2023 that is enclosed with this memorandum. C&H will update this calendar on a quarterly basis and will circulate

X. Recommendations Based on the foregoing analysis, C&H respectfully submits the following recommendations for the attention of Ironside's investment and legal teams:

1. Delaware Franchise Tax. Ensure timely payment of the $300.00 Delaware LP franchise tax for FY 2022 prior to the June 1, 2023 statutory deadline. C&H recommends that payment be remitted no later than April 15, 2023 to provide an adequate buffer against any administrative delays. C&H will coordinate with Kendrick Thorne & Associates LLP to ensure that payment is processed from the Vehicle's working-capital reserve a

2. Federal Tax Return. Confirm that Kendrick Thorne & Associates LLP is on track to prepare and file IRS Form 1065 for tax year 2022 and to distribute the required Schedule K-1s to Ironside Capital Management LP and Meridian Infrastructure GP IV LLC by the March 15, 2023 filing deadline. If additional time is needed, KT&A should file IRS Form 7004 for an automatic extension to September 15, 2023 on or before the orig

3. K-1 Review. Sylvia Hartwell, Specialist Partner, Tax, at C&H is conducting a separate, detailed review of the K-1 allocations for Ironside's tax reporting purposes. That review is being documented in a separate memorandum (C&H Memorandum: K-1 Review for Ironside — Tax Year 2022) and will be transmitted to Ironside's internal tax team under separate cover. We recommend that Ironside's tax team review the K-1 memora

4. Good Standing Certificate. Obtain a formal Delaware Certificate of Good Standing for ICM Cascadia Co-Invest, LP from the Delaware Division of Corporations and retain it in the Vehicle's permanent compliance file. C&H can arrange for this certificate to be ordered on an expedited basis upon authorization from Ironside. The cost is nominal ($50.00 for standard processing or $100.00 for 24-hour expedited processing).

5. Registered Agent. No changes to the registered agent are recommended at this time. NRAI continues to provide satisfactory service, and the annual fee has been paid for FY 2022. C&H will confirm payment of the FY 2023 registered agent fee upon receipt of the next invoice from NRAI.

6. Dormancy Monitoring. Continue quarterly monitoring of all compliance obligations throughout the Vehicle's dormancy period. C&H will prepare an analogous annual compliance memorandum for FY 2023 and will circulate quarterly compliance calendar updates to the relevant parties. In the event that any material change occurs with respect to the Vehicle's dormancy status — including the resolution of the Material Impedim

7. Foreign Qualification Watch. If the underlying Cascadia acquisition is reactivated and moves toward closing, C&H will reassess the need for foreign qualification of the Vehicle in Oregon, Washington, Idaho, and any other relevant jurisdictions. This analysis should be conducted as part of the pre-closing compliance workstream for the Transaction, and C&H is prepared to coordinate with Meridian's outside counsel (P

XI. Conclusion Based on the review set forth in this memorandum, C&H confirms that ICM Cascadia Co-Invest, LP is currently in good standing with the Delaware Secretary of State. All FY 2022 compliance obligations applicable to the Vehicle have been identified and are either completed or on track to be satisfied before their respective deadlines. No material compliance deficiencies or areas of concern have been identi

XII. Enclosures / Attachments (Referenced) The following documents are enclosed with or referenced in this memorandum:

1. Copy of Certificate of Limited Partnership for ICM Cascadia Co-Invest, LP (filed July 22, 2022, DE SOS File No. 7439218).

2. Delaware Secretary of State entity status printout for ICM Cascadia Co-Invest, LP (confirming good standing as of the date of this memorandum).

3. Registered agent confirmation from Cascade Systems, confirming active engagement and current fee status.

4. Preliminary Compliance Calendar for FY 2023 (prepared by C&H, Funds & Asset Management Group). Please do not hesitate to contact the undersigned or any member of the C&H Funds & Asset Management team with any questions regarding this memorandum or the compliance matters addressed herein. CALDERWOOD & HARKNESS LLP By: ________ Theresa Kim Lead Associate, Funds & Asset Management By: ________ Owen Fischer Working As