Contract analysis

I. Executive Summary This memorandum presents our review of the quarterly status report for the first quarter of 2024 (the "Q1 2024 Report") delivered by Meridian Infrastructure GP IV LLC (the "GP") to Ironside Capital Management LP ("Ironside" or the "Client") pursuant to Section 7.04(b) of the Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP (the "Vehicle"), dated July 29, 2022 (t

II. Compliance with Reporting Obligations A. Timeliness. Section 7.04(b) of the LP Agreement requires the GP to deliver quarterly status reports to each limited partner within forty-five (45) days following the end of each calendar quarter during any dormancy period declared pursuant to Section 7.04(a). This reporting cadence was negotiated at formation as part of the information-rights package to ensure that limited

III. Summary of Key Developments Reported in Q1 2024 Report A. Mutual Standstill and Preservation Agreement (February 15, 2024) The most significant transactional development reported in the Q1 2024 Report is the execution of the Mutual Standstill and Preservation Agreement on February 15, 2024. This agreement was necessitated by the expiration on December 31, 2023 of the third extended outside date under the Equity

IV. Vehicle Financial Status A. Capital Account Summary The financial structure of the Vehicle remains unchanged from the formation date and from all prior quarterly reports. The key figures are as follows: The single capital call of $22,500,000 was issued on August 15, 2022, shortly after the formation of the Vehicle, and was funded by Ironside in full on August 22, 2022, within the 10-business-day funding period pr

V. Reporting Gaps and Recommendations A. Identified Gaps in Q1 2024 Report Based on our review of the Q1 2024 Report against the requirements of LP Agreement Section 7.04(b) and the Side Letter, we have identified the following gaps in the report's coverage:

1. Updated Cascadia Financials. The Q1 2024 Report does not include FY 2022 or FY 2023 financial information for Cascadia Renewables Holdings, Inc. The most recent financial data referenced in the report remains the FY 2021 audited figures from Halstead & Greer LLP (revenue of $487 million; EBITDA of $138 million). Given that more than two full fiscal years have elapsed since the FY 2021 year-end, the absence of upda

2. Enterprise Value Repricing. The Q1 2024 Report does not discuss whether the agreed enterprise value of $1,950,000,000 (implying an EV/EBITDA multiple of approximately 14.1x based on FY 2021 EBITDA) would be subject to adjustment in any reactivation scenario. Significant time has elapsed since the EPA was executed in September 2022, during which macroeconomic conditions, interest rates, infrastructure asset valuati

3. Concession Renegotiation Substance. The Q1 2024 Report characterizes the Bull Run concession renegotiation as "deliberate but constructive" and notes that revised term sheets were exchanged, but provides no detail on the specific terms being discussed or their potential impact on Cascadia's revenue, profitability, or contract economics. Given that the concession renegotiation is the root cause of the dormancy peri

4. Standstill Agreement Cost Allocation. The Q1 2024 Report does not provide sufficient detail on whether any incremental costs beyond the approximately $185,000 of annualized operating expenses are being allocated to the Vehicle in connection with the Standstill Agreement. While the Standstill Agreement provides generally that each party bears its own costs, there may be shared costs (such as regulatory filing maint

5. FERC Re-Filing Contingency Planning. The Q1 2024 Report acknowledges the FERC Section 203 approval lapse date of June 15, 2024 and the GP's current decision not to seek a further extension, but does not address contingency planning for a new FERC Section 203 filing in the event the transaction is reactivated after the approval lapses. Given the significance of the FERC approval (as discussed in Section III.D(i) ab

1. Request Supplemental Reporting. Ironside should request supplemental reporting from the GP on items 1 through 5 identified in Section V.A above, citing the enhanced reporting obligations contained in the Side Letter as the basis for such request. We are prepared to draft a letter to the GP (or to BSP, as counsel to Meridian) making this request on Ironside's behalf.

2. Monitor the FERC Section 203 Lapse Date. The FERC Section 203 approval is currently set to lapse on June 15, 2024, approximately fifty-eight (58) days from the date of this memorandum. Ironside should request that Meridian provide at least thirty (30) days' advance notice of its decision regarding any further extension request — i.e., by no later than May 16, 2024 — so that Ironside has adequate time to assess the

3. Assess the Approaching 18-Month Dormancy Trigger. LP Agreement Section 7.04(c) provides that if the dormancy period continues for a period of eighteen (18) consecutive months without cure of the Material Impediment Event, the limited partners holding a majority of the outstanding limited partnership interests shall have the right to elect a wind-down of the Vehicle (the "Wind-Down Election Right"). The dormancy pe

4. Schedule a Call with Meridian Leadership. We recommend that Ironside schedule a call between Marcus J. Calloway and Renata Obasi, on the one hand, and David R. Hargreaves (Senior Managing Partner, Meridian Infrastructure Partners LP) and Lillian Fong (Partner, Portfolio), on the other, to discuss the reactivation/wind-down decision framework in advance of the July 9, 2024 date. This call would provide an opportuni

5. Wind-Down Election Analysis. C&H will prepare a detailed analysis of Ironside's Wind-Down Election Right under LP Agreement Section 7.04(c), including: (a) the procedural requirements for exercise of the right; (b) the consequences of exercise, including the GP's obligations regarding orderly wind-down, disposition or recovery of called capital, and termination of the LP Agreement; (c) the financial considerations

VI. Status of Prior Report Recommendations The following summarizes the status of open items from our prior C&H Review Memoranda, specifically those issued in connection with the Q3 2023 Report (C&H Review Memorandum dated October 15, 2023) and the Q4 2023 Report (C&H Review Memorandum dated January 22, 2024):

1. Negotiate Standstill Agreement. Status: Completed. In our Q3 2023 and Q4 2023 Review Memoranda, we recommended that Ironside advocate for the negotiation and execution of a standstill agreement among the EPA parties to prevent unilateral termination following the expiration of the third extended outside date on December 31, 2023. As reported above, the Standstill Agreement was executed on February 15, 2024, on ter

2. Obtain Confirmation of R&W Tolling Side Letter Enforceability. Status: Completed. In our Q3 2023 Review Memorandum, we recommended that Ironside, through C&H, obtain written confirmation from Northgate Specialty Insurance Co. that the tolling side letter dated January 20, 2023 remains in full force and effect and that Northgate does not consider the tolling to have been terminated or to be subject to any expiratio

3. Debt Commitment Expiration Analysis. Status: Completed. In our Q3 2023 Review Memorandum, we recommended that C&H prepare an analysis of the consequences of the expiration of the Debt Commitment Letter and the implications for any future reactivation, including the likely cost and timeline for replacement financing. This analysis was completed and delivered to Ironside in a letter dated November 2, 2023. The key c

4. Request Updated Cascadia Financials. Status: Open — Carried Forward. In our Q4 2023 Review Memorandum, we recommended that Ironside request updated financial information for Cascadia from the GP. This request was not made during Q1 2024, and the GP did not provide updated financials on its own initiative. We carry this recommendation forward and reiterate it with increased urgency in Section V.A.1 above.

5. Assess FERC Extension Options. Status: Open — Partially Superseded. In our Q4 2023 Review Memorandum, we recommended that Ironside discuss with Meridian the desirability of seeking a further extension of the FERC Section 203 approval beyond the June 15, 2024 lapse date. The GP's report indicates that Meridian does not intend to seek a further extension. While the GP's decision on this point is within its authority

VII. Conclusion The Q1 2024 Report delivered by Meridian Infrastructure GP IV LLC is timely and substantially compliant with the reporting requirements of LP Agreement Section 7.04(b) and the Side Letter, subject to the informational gaps identified and discussed in Section V above. We find the report to be consistent with the factual record as known to C&H and to provide a generally accurate, if not fully comprehens