Contract analysis

I. Executive Summary This memorandum sets forth Calderwood & Harkness LLP's ("C&H") review and analysis of the quarterly status report for the second quarter of 2023 (the "Q2 Report") delivered by Meridian Infrastructure GP IV LLC (the "GP") to Ironside Capital Management LP ("Ironside" or the "LP") on July 10, 2023. The Q2 Report covers the period from April 1, 2023 through June 30, 2023, and was delivered pursuant

II. Compliance with Reporting Requirements A. Timeliness. Section 7.04(b) of the LP Agreement requires the GP to deliver a written quarterly status report to each limited partner within fifteen (15) business days after the end of each calendar quarter during any period in which a Material Impediment Event is in effect and the Vehicle is in a dormancy period (as defined in LP Agreement §1.01). This obligation runs con

Section 4 of the Side Letter, negotiated by Ironside as a condition to its commitment to the Vehicle, imposes enhanced content requirements on the quarterly status reports delivered during any dormancy period. Specifically, each quarterly report must include the following six enumerated elements: (i) a summary of the current status of the Material Impediment Event, including a description of any developments during t

III. Status of Material Impediment Event The GP confirms in the Q2 Report that the Material Impediment Event declared on January 9, 2023 remains in effect as of the end of Q2 2023. As discussed in prior C&H memoranda, the basis for the Material Impediment Event declaration was the Portland Metropolitan Water District's October 28, 2022 notice of intent to renegotiate the 40-year Bull Run Filtration Project concession

IV. Equity Purchase Agreement — Third Amendment A. Extension of Outside Date The Q2 Report confirms that the Third Amendment to the Equity Purchase Agreement was executed on June 28, 2023, two days before the then-current outside date of June 30, 2023 would have expired. The Third Amendment extends the outside date from June 30, 2023 to December 31, 2023, thereby preserving the EPA and the transaction structure throu

V. Debt Commitment Letter — Extension A. Extension Terms The Q2 Report confirms that Atlas National Bank, N.A. ("Atlas"), acting in its capacity as lead arranger and administrative agent, and Pinnacle Credit Partners LLC ("Pinnacle"), acting as co-lender, have extended the expiration date of the debt commitment letter from its prior expiration date of April 30, 2023 to October 31, 2023. The prior expiration date of A

VI. Regulatory Approvals Status A. FERC §203 Approval The Q2 Report notes that approval under Section 203 of the Federal Power Act was received from the Federal Energy Regulatory Commission ("FERC") on December 15, 2022, in Docket No. EC22-143-000. The FERC order authorized the proposed disposition and acquisition of jurisdictional facilities, subject to certain conditions, including the completion of license-transfe

VII. Vehicle Financial Summary A. Capital Position The Q2 Report sets forth the Vehicle's capital position as of June 30, 2023, which remains unchanged from the prior quarter: The single capital call of $22,500,000 was issued on August 15, 2022, representing 7.5% of total committed capital. No additional capital calls have been made during the dormancy period, which is consistent with the Capital Call Suspension Noti

VIII. R&W Insurance Policy Status The Q2 Report confirms that the representations and warranties insurance policy issued by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814) remains in tolled status pursuant to the Tolling Side Letter executed by Northgate and the insureds on January 20, 2023. The policy provides a coverage limit of $195 million, representing approximately 10% of the $1.95 billion ente

IX. GP's Assessment of Reactivation Prospects The Q2 Report includes a section addressing the GP's assessment of the prospects for reactivation of the Vehicle and the underlying transaction, as required by Side Letter §4(vi). The GP states that it "continues to believe reactivation remains possible" if the Bull Run Filtration Project concession renegotiation is resolved on terms that do not materially impair the econ

X. Dormancy Duration and Wind-Down Election Right As of June 30, 2023, the dormancy period has been in effect for approximately five (5) months and twenty-one (21) days, measured from the GP's January 9, 2023 declaration of the Material Impediment Event and issuance of the Capital Call Suspension Notice. Under Section 7.04(c) of the LP Agreement, Ironside, as the sole limited partner of the Vehicle, has the right to

XI. Information Gaps and Follow-Up Items Based on C&H's review of the Q2 Report, the following information gaps and follow-up items have been identified. C&H recommends that Ironside raise each of these items with the GP, through Breckenridge Sloane & Pratt LLP (Charles A. Delacroix), Meridian's fund counsel, in connection with its ongoing dialogue regarding the Vehicle and the underlying transaction:

1. Concession Renegotiation Detail. Request that the GP provide quantitative scenarios for revised concession terms and their impact on Cascadia's revenue, EBITDA, and enterprise value. At minimum, the GP should be asked to model a base case, a downside case, and a severe downside case reflecting potential concession renegotiation outcomes, and to quantify the impact of each scenario on the co-investment's projected

2. Debt Commitment Gap. Inquire regarding the GP's and Meridian's plans for addressing the gap between the debt commitment letter expiration date (October 31, 2023) and the EPA outside date (December 31, 2023). Specifically, Ironside should ask whether discussions with Atlas National Bank, N.A. and Pinnacle Credit Partners LLC regarding a further commitment extension are underway, and if so, what terms (including any

3. FERC Lapse Timeline. Confirm the GP's plan for seeking a FERC staff extension of the §203 approval in Docket No. EC22-143-000 before the approximately June 15, 2024 lapse date. Ironside should request information regarding the timeline for filing the extension request, the basis on which the extension would be sought, and any costs associated with the extension process.

4. OPUC Stay Status. Confirm that the OPUC has not indicated any concerns regarding the continued stay of proceedings in Docket No. UM-2287, and that there is no risk of the application being dismissed for lack of prosecution or administrative inactivity. The GP should be asked whether its regulatory counsel has had any informal communications with OPUC staff regarding the status of the docket.

5. R&W Insurance Reactivation. Confirm whether Northgate Specialty Insurance Co. has been consulted regarding the conditions under which the R&W policy (Policy No. NSW-RI-2022-09814) would be reactivated from tolled status, including whether supplemental underwriting would be required, whether the premium deposit would be credited against any revised premium, and whether any coverage exclusions or modifications would

XII. Conclusion and Recommendation Based on C&H's review, the Q2 Report is in material compliance with the reporting requirements set forth in LP Agreement §7.04(b) and Side Letter §4. The Q2 Report was timely delivered — nine business days before the applicable deadline — and addresses each of the six required content elements specified in Side Letter §4. While C&H has identified certain areas where the GP's reporti

1. Ironside should transmit the information requests identified in Section XI above to Meridian Infrastructure GP IV LLC, through its fund counsel at Breckenridge Sloane & Pratt LLP (contact: Charles A. Delacroix, Partner), at Ironside's earliest convenience. C&H is available to assist in drafting the appropriate correspondence.

2. C&H should continue to review each quarterly status report delivered by the GP during the dormancy period, and to provide Ironside with a written analysis of each such report, identifying compliance issues, information gaps, and risk factors.

3. C&H will continue to monitor the dormancy period duration and will advise Ironside as the eighteen-month wind-down election right trigger (approximately July 9, 2024) approaches. C&H will prepare a detailed memorandum analyzing the wind-down election right and its implications in advance of that date.

4. C&H will prepare a separate analysis of the debt commitment gap issue (October 31, 2023 expiration versus December 31, 2023 EPA outside date) and its implications for the financing condition under the EPA, to be delivered to Ironside within the next thirty days. C&H is available to discuss this memorandum and its recommendations with Ironside's investment team at Ironside's convenience. Please do not hesitate to c