Contract analysis

I. Executive Summary This memorandum sets forth our review of the first quarterly status report (the "Q1 Report") delivered by Meridian Infrastructure GP IV LLC (the "GP") to Ironside Capital Management LP ("Ironside" or "ICM") in its capacity as the sole limited partner (holding a 99.99% limited partnership interest) of ICM Cascadia Co-Invest, LP (the "Vehicle" or "Co-Invest"), covering the fiscal quarter ended Marc

II. Reporting Requirement Framework A. LP Agreement §7.04(b) Requirements

Section 7.04(b) of the LP Agreement establishes the dormancy-period reporting regime applicable whenever the GP has declared a Material Impediment Event pursuant to §7.04(a). Specifically, §7.04(b) provides that during any period in which a Material Impediment Event has been declared and remains in effect, the GP shall deliver quarterly written reports (each, a "Quarterly Status Report") to each limited partner withi

III. Review of Q1 Report Content We have reviewed each substantive section of the Q1 Report against the applicable reporting requirements. Our analysis is organized below according to the reporting categories set forth in LP Agreement §7.04(b) and the Side Letter. A. Status of Material Impediment Event The GP confirms in the Q1 Report that the Material Impediment Event declared on January 9, 2023 remains in effect as

1. FERC §203 Approval The GP confirms in the Q1 Report that the Federal Energy Regulatory Commission ("FERC") granted approval of the transaction under Section 203 of the Federal Power Act on December 15, 2022, in FERC Docket No. EC22-143-000. The approval is conditioned upon the filing of requisite license-transfer documentation upon consummation of the transaction. The FERC approval order includes a standard 18-mon

2. OPUC (Oregon Public Utility Commission) The GP reports that the application filed with the Oregon Public Utility Commission ("OPUC") in Docket No. UM-2287, originally submitted on October 14, 2022, remains pending. However, the proceedings were administratively stayed in February 2023 at the joint request of the applicant parties, reflecting the dormancy of the transaction pending resolution of the Material Impedi

3. CFIUS. The GP confirms that the voluntary notice filed with the Committee on Foreign Investment in the United States ("CFIUS") was acknowledged by CFIUS on September 20, 2022. CFIUS completed its review without requiring a formal investigation, and no conditions or mitigation measures were imposed. The GP characterizes the outcome as effective clearance of the transaction from a CFIUS perspective. No updates relat

1. Capital Status The Q1 Report provides the following summary of the Vehicle's capital position as of March 31, 2023: Capital calls remain suspended pursuant to the Capital Call Suspension Notice dated January 9, 2023, issued by the GP in connection with the declaration of the Material Impediment Event under LP Agreement §7.04. No additional capital calls were made during Q1 2023, and the GP does not anticipate issu

2. Cash Balances and Expenditure Summary The Q1 Report provides a summary of the Vehicle's cash position as of March 31, 2023. The original capital call proceeds of $22,500,000 were applied as follows at the time of the initial drawdown: The Q1 Report further describes the Vehicle's operating expenses during the dormancy period. Specifically, the GP reports approximately $46,250 in operating expenses for Q1 2023, rep

3. GP Commitment The GP (Meridian Infrastructure GP IV LLC) holds a 0.01% general partnership interest in the Vehicle, representing a capital commitment of $30,000. The GP's commitment has been funded and remains outstanding. No distributions have been made to the GP during Q1 2023.

4. R&W Insurance Status The representations and warranties insurance policy issued by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814) was bound on September 1, 2022, with a coverage limit of $195 million, representing 10% of the $1.95 billion enterprise value of the Cascadia acquisition. The full premium deposit of $4,875,000 was paid by the Vehicle on September 2, 2022. The GP reports that a Tolling

1. R&W Insurance Tolling Side Letter. The GP, acting on behalf of Cascadia Acquisition Corp., negotiated and executed the Tolling Side Letter with Northgate Specialty Insurance Co. on January 20, 2023, preserving the R&W insurance coverage during the dormancy period without erosion of the policy term.

2. OPUC Stay Request. The GP coordinated with its counsel, Breckenridge Sloane & Pratt LLP, and with the Target's counsel, Ridgeway, Ashford & Malone PC, to prepare and file a joint request to the Oregon Public Utility Commission to stay proceedings in Docket No. UM-2287. The stay was granted in February 2023 and remains in effect.

3. Second Amendment to EPA. The GP led the negotiation and execution of the Second Amendment to the Equity Purchase Agreement on March 15, 2023, extending the outside date from March 31, 2023 to June 30, 2023. The Second Amendment was executed with the consent of all EPA parties, including the Selling Shareholders and the Target.

4. Debt Commitment Extension Discussions. The GP commenced discussions with Atlas National Bank, N.A. regarding a potential further extension of the debt commitment letter beyond its current April 30, 2023 expiration date. These discussions were ongoing as of the end of Q1 2023 and had not yet concluded. The GP confirms that no investment activity occurred during Q1 2023. No distributions were made to the limited par

IV. Compliance Assessment Summary The following table summarizes our assessment of the Q1 Report's compliance with the applicable reporting requirements:

V. Recommendations Based on our review of the Q1 Report, we make the following recommendations for Ironside's consideration. A. Supplemental Information Requests We recommend that Ironside, through C&H, submit a written request to the GP (via its counsel, Breckenridge Sloane & Pratt LLP, attention Charles A. Delacroix) for supplemental information on the following matters:

1. Concession Renegotiation Detail. A supplemental report detailing the specific terms under negotiation between Cascadia and the Portland Metropolitan Water District for the Bull Run Filtration Project concession renegotiation, including: (a) the key economic terms under discussion (annual concession fee adjustments, capital expenditure obligations, performance standards, rate-adjustment mechanisms, and any proposed

2. Due-Diligence Cost and Deposit Reconciliation. An itemized breakdown of the $12,790,000 in due-diligence costs and deposits, identifying for each line item: (a) the payee or counterparty; (b) the nature of the expenditure; (c) the amount; and (d) whether the expenditure is refundable, partially refundable, or non-refundable, together with any conditions to refund. This information is necessary to evaluate the Vehi

3. Debt Commitment Extension Fee Allocation. Express clarification on the allocation of any debt commitment extension fees as between Fund IV and the Co-Invest, including: (a) whether the GP considers such fees to constitute "Transaction Costs" allocable pro rata to the Co-Invest under LP Agreement §4.02(a); (b) the anticipated amount of any extension fee; and (c) whether such fee would be funded from existing Vehicl

1. Debt Commitment Expiration. The Atlas National Bank / Pinnacle Credit Partners debt commitment letter is scheduled to expire on April 30, 2023. Any extension — or failure to extend — will have material implications for the viability of the transaction. We recommend that Ironside seek immediate notification from the GP regarding the outcome of extension discussions.

2. Second Amendment Outside Date. The Second Amendment to the EPA extends the outside date to June 30, 2023. If the concession renegotiation is not resolved by that date, a further extension will be required. Ironside should consider, in advance of the June 30 deadline, whether it wishes to support a Third Amendment or whether it would prefer to evaluate alternative courses of action, including the exercise of its wi

3. FERC §203 Approval Lapse Timeline. The FERC §203 approval will lapse approximately June 15, 2024, if the transaction has not closed. While this deadline is over a year away, it represents an outer boundary on the transaction timeline and should be tracked as a key milestone.

4. OPUC Proceedings. The OPUC stay in Docket No. UM-2287 remains in effect. Any developments or reactivation of proceedings should be promptly communicated by the GP.

5. Concession Renegotiation Progress. The Bull Run Filtration Project concession renegotiation remains the central driver of the Material Impediment Event. Resolution — or deterioration — of the renegotiation will be the primary determinant of the transaction's path forward.

6. Vehicle Operating Expenses. The Vehicle's dormancy-period operating expenses are running at an annualized rate of approximately $185,000. Ironside should ensure that the remaining working-capital reserve is sufficient to cover ongoing dormancy costs through the anticipated resolution timeline. Based on the reported $3,500,000 initial reserve and cumulative expenses to date, the reserve should be adequate for an ex

VI. Document Retention Note The Q1 Report has been filed in the C&H matter file under Matter No. 1023-00001. A copy of the Q1 Report has been retained by Ironside's infrastructure investment team in accordance with its internal document-retention policies. All supplemental information received from the GP or its counsel in response to the recommendations set forth in Section V.A above will be reviewed by C&H upon rec