Contract analysis

I. Purpose and Summary This memorandum documents the annual compliance obligations completed or pending for ICM Cascadia Co-Invest, LP (the "Vehicle" or the "Partnership") for the fiscal year ending December 31, 2023 ("FY 2023"). It is prepared in accordance with the firm's standard practice of providing an annual compliance review for all fund vehicles and co-investment entities maintained by clients of the Funds &

II. Entity Identification and Basic Information The following table summarizes the key identifying and structural information for the Vehicle. This information has been confirmed against the Certificate of Limited Partnership on file with the Delaware Secretary of State, the LP Agreement, and records maintained in the C&H matter file. No changes to any of the foregoing information occurred during FY 2023. The registe

III. Delaware Franchise Tax — FY 2023 A. Applicability. Delaware limited partnerships are subject to an annual tax imposed pursuant to 6 Del. C. § 17-1109. Unlike the franchise tax applicable to Delaware corporations, which is calculated based on authorized shares or assumed par value capital, the annual tax for a Delaware limited partnership is a flat statutory fee of $300 per year under the current rate schedule. T

1. Confirm with Kendrick Thorne & Associates LLP that the FY 2023 Delaware annual tax payment of $300 has been calendared for submission and that the payment will be funded from the Vehicle's working-capital reserve (originally funded at approximately $3,500,000 from the August 15, 2022 capital call proceeds).

2. Following submission of the payment, verify receipt by the Delaware Secretary of State's office and retain confirmation of payment (whether in the form of a receipt, canceled check, or electronic confirmation) in the C&H matter file.

3. Ensure that the FY 2024 annual tax obligation ($300, due June 1, 2025) is added to the compliance calendar.

IV. Delaware Annual Report A. Applicability. Unlike Delaware corporations, which are required to file an annual report with the Delaware Division of Corporations pursuant to 8 Del. C. § 502, Delaware limited partnerships are not required to file a separate annual report with the Delaware Secretary of State. The Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.) does not impose an annual re

1. Following confirmation of the FY 2023 Delaware annual tax payment, order a Certificate of Good Standing from the Delaware Secretary of State for ICM Cascadia Co-Invest, LP.

2. Retain a copy of the Certificate of Good Standing in the C&H matter file.

3. Provide a copy of the Certificate of Good Standing to Renata Obasi at Ironside Capital Management LP and to Meridian Infrastructure GP IV LLC, in accordance with the General Partner's quarterly reporting obligations under Section 6.02 of the LP Agreement.

V. Registered Agent Maintenance A. Current Registered Agent The Partnership's registered agent in the State of Delaware is Cascade Systems ("NRAI"), with a registered office address at 160 Greentree Drive, Suite 101, Dover, DE 19904. NRAI has served as the registered agent for the Vehicle since the date of its formation on July 22, 2022. The registered agent engagement is maintained as an ongoing annual service, and

1. Confirm that the registered agent engagement with NRAI has been renewed for FY 2024 and that the annual registered agent fee has been paid or is calendared for payment from the Vehicle's working-capital reserve.

2. Verify that the registered agent and registered office information on file with the Delaware Secretary of State remains accurate and current. Based on our review, no changes are anticipated.

3. In the event that a change in registered agent is contemplated (which is not currently anticipated), a Certificate of Amendment to the Certificate of Limited Partnership must be filed with the Delaware Secretary of State pursuant to 6 Del. C. § 17-202 to reflect the new registered agent and/or registered office address.

VI. Federal Tax Return — Partnership Return (Form 1065) and Schedule K-1 A. FY 2023 Filing Obligation ICM Cascadia Co-Invest, LP is classified as a partnership for federal income tax purposes. As such, the Partnership is a pass-through entity that does not itself pay federal income tax; rather, items of income, gain, loss, deduction, and credit are allocated to the partners and reported on their respective individual

1. Confirm with Kendrick Thorne & Associates LLP the expected filing date for the FY 2023 Form 1065, or, if an extension is to be filed, confirm that IRS Form 7004 will be timely submitted on or before March 15, 2024.

2. Upon issuance by Kendrick Thorne, obtain copies of the Schedule K-1s issued to each partner (Meridian Infrastructure GP IV LLC and Ironside Capital Management LP) and review for accuracy and consistency with the LP Agreement's allocation provisions.

3. Coordinate with Sylvia Hartwell, Specialist Partner, Tax, regarding any state tax filing implications arising from the FY 2023 K-1, including potential filing obligations in Delaware, Oregon, and any other jurisdictions in which the Vehicle may be deemed to have nexus.

4. Retain copies of the filed Form 1065 and all K-1s in the C&H matter file.

VII. State Tax Filings — Delaware, Oregon, and Other Jurisdictions A. Delaware. The State of Delaware does not impose an income tax on limited partnerships. The annual tax described in Section III of this memorandum (i.e., the $300 flat annual limited partnership tax under 6 Del. C. § 17-1109) constitutes the only Delaware-level tax obligation applicable to ICM Cascadia Co-Invest, LP. No separate Delaware partnership

1. Confirm with Kendrick Thorne & Associates LLP that no state income tax returns are required to be filed by or on behalf of ICM Cascadia Co-Invest, LP for FY 2023 in any jurisdiction.

2. Calendar a reassessment of state tax obligations in the event that the Vehicle is reactivated for the proposed Cascadia transaction or any alternative investment.

3. Coordinate with Sylvia Hartwell on any state tax issues identified in the K-1 Review Memorandum.

VIII. Entity Maintenance — Certificate of Limited Partnership A. Current Status The Certificate of Limited Partnership for ICM Cascadia Co-Invest, LP remains on file with the Delaware Secretary of State under File No. 7439218. The Certificate was originally filed on July 22, 2022 and has not been amended since its initial filing. The Certificate reflects the following information: • Name of Limited Partnership: ICM C

1. No action is required at this time with respect to the Certificate of Limited Partnership.

2. Monitor the status of Ironside's wind-down election right under Section 7.04(c) of the LP Agreement. If Ironside elects to initiate a wind-down, C&H should be prepared to coordinate the dissolution and cancellation procedures, including the preparation and filing of a Certificate of Cancellation.

3. Continue to monitor for any developments that would require an amendment to the Certificate of Limited Partnership (e.g., changes in the General Partner, registered agent, or Partnership name).

IX. Insurance and Contractual Status During Dormancy A. Representations and Warranties Insurance Policy In connection with the proposed acquisition of Cascadia Renewables Holdings, Inc., a representations and warranties ("R&W") insurance policy was obtained from Northgate Specialty Insurance Co. ("Northgate") under Policy No. NSW-RI-2022-09814. The policy was bound on September 1, 2022, with a coverage limit of $195,

X. Summary of Compliance Actions and Calendar A. Completed Actions (FY 2023) The following compliance actions were completed or maintained during FY 2023:

1. Registered Agent Engagement. The registered agent engagement with Cascade Systems was maintained in active and good standing throughout FY 2023. No lapses in service occurred.

2. Service of Process / Official Communications. No service of process, legal notices, or official communications from any governmental authority were received through the registered agent during FY 2023, consistent with the Vehicle's dormant status.

3. Certificate of Limited Partnership. The Certificate of Limited Partnership for ICM Cascadia Co-Invest, LP remains on file with the Delaware Secretary of State (File No. 7439218), unamended since its initial filing on July 22, 2022.

4. GP Quarterly Reports. The General Partner delivered all four quarterly status reports during FY 2023 (Q1 through Q4 2023), each of which was reviewed by C&H and found to be in compliance with the LP Agreement.

5. Prior Year Delaware Annual Tax. The FY 2022 Delaware annual limited partnership tax of $300 was timely paid, as confirmed in the FY 2022 compliance memorandum dated February 2023. B. Pending / Upcoming Actions The following table summarizes the compliance actions that are pending or upcoming as of the date of this memorandum:

XI. Estimated Annual Compliance Costs — FY 2023 The following is a summary of the estimated annual compliance and operating costs attributable to maintaining the Vehicle in dormant status during FY 2023: The individual component costs are consolidated by Kendrick Thorne & Associates LLP as part of the Vehicle's fund administration engagement and are reflected in aggregate in the annual dormancy operating expense esti

XII. Conclusion and Recommendations Based on the review set forth in this memorandum, ICM Cascadia Co-Invest, LP remains in compliance with all Delaware entity maintenance requirements and all federal and state tax obligations for FY 2023. No material compliance deficiencies have been identified. All required filings and maintenance actions have been completed or are on track for timely completion within the applicab

1. Maintain Good Standing. Continue to maintain the Vehicle in good standing in Delaware by timely paying the annual franchise tax and renewing the registered agent engagement. Good standing is essential to preserving the Vehicle's legal capacity and contractual rights.

2. Continue Dormant Status. Maintain the Vehicle in dormant status pending resolution of the reactivation-versus-wind-down determination by Ironside Capital Management LP and Meridian Infrastructure GP IV LLC.

3. Monitor Wind-Down Election. Note that Ironside's wind-down election right under Section 7.04(c) of the LP Agreement ripened on July 9, 2024, which is 18 months from the commencement of the Material Impediment Event on January 9, 2023. As of the date of this memorandum, Ironside has not exercised this right. C&H should continue to monitor the status of this election right and be prepared to coordinate dissolution a

4. Monitor Regulatory Approvals. The FERC Section 203 approval (Docket No. EC22-143-000, issued October 14, 2022) is expected to lapse on June 15, 2024, absent transaction closing or a request for extension. In a reactivation scenario, a new FERC Section 203 application would need to be filed, which would introduce additional timeline and regulatory risk. The OPUC proceedings (Docket No. UM-2287) remain stayed at the

5. R&W Insurance Tolling. Confirm the continued tolling status of the Northgate Specialty Insurance Co. R&W policy (Policy No. NSW-RI-2022-09814) on an annual basis.

6. Annual Compliance Memorandum. Calderwood & Harkness LLP will continue to monitor the Vehicle's compliance obligations and will prepare an updated annual compliance memorandum for FY 2024 in the ordinary course. Any questions regarding this memorandum or the compliance status of ICM Cascadia Co-Invest, LP should be directed to Theresa Kim (tkim@calderwoodharkness.com; 212-555-4718) or Pamela Cross (pcross@calderwoo