Contract analysis

I. Executive Summary This memorandum sets forth Calderwood & Harkness LLP's ("C&H") review and analysis of the quarterly status report delivered by Meridian Infrastructure GP IV LLC (the "GP") for the third quarter of 2023 (the "Q3 Report"), covering the period from July 1, 2023 through September 30, 2023. The Q3 Report was received by Ironside Capital Management LP ("Ironside" or the "LP") on October 5, 2023, in acc

II. Compliance Review — Reporting Obligations A. Timeliness of Delivery

Section 7.04(b) of the LP Agreement imposes a mandatory reporting obligation on the GP during any period of dormancy following the declaration of a Material Impediment Event. Specifically, the GP is required to deliver to the LP a quarterly status report within fifteen (15) business days following the end of each calendar quarter during which the dormancy period is in effect. This reporting obligation continues until

Section 7.04(b) of the LP Agreement prescribes specific content requirements for quarterly status reports during a dormancy period. Each quarterly report must include the following elements: (i) A description of the status of the Material Impediment Event and any developments toward its resolution; (ii) A financial summary of the Vehicle's assets and liabilities as of the last day of the applicable calendar quarter;

III. Summary of Q3 Report Content This Section III provides a detailed summary of the substantive content of the Q3 Report, organized by topic area, together with C&H's observations where relevant. A. Status of Material Impediment Event The GP confirms that the Material Impediment Event declared on January 9, 2023, pursuant to Section 7.04(a) of the LP Agreement, remains in effect as of the date of the Q3 Report. The

IV. Analysis of Upcoming Critical Deadlines The Q3 Report, read in conjunction with the broader transaction timeline, highlights several critical deadlines that will shape the trajectory of the Co-Invest Vehicle and the proposed acquisition over the coming months. We address each in turn. A. Debt Commitment Expiration — October 31, 2023 As discussed in Section III.C above, the Atlas National Bank / Pinnacle Credit Pa

V. Observations and Concerns A. Adequacy of Concession Renegotiation Disclosures As noted in our reviews of both the Q1 2023 and Q2 2023 quarterly reports, the GP's disclosures regarding the substance of the Portland Metropolitan Water District concession renegotiation remain high-level and lack the specificity that Ironside requires to make informed strategic decisions regarding its continued participation in the Co

VI. Recommendations Based on our review of the Q3 Report and our analysis of the developments and risks described in this memorandum, C&H recommends that Ironside take the following actions:

1. Debt Commitment Clarification. Ironside should promptly contact the GP — specifically David R. Hargreaves, Managing Director, or Lillian Fong, Vice President — to determine whether any discussions with Atlas National Bank, N.A. or Pinnacle Credit Partners LLC regarding a further extension of the Commitment Letter are underway. If no extension is being pursued, Ironside should seek a detailed explanation of the GP'

2. EPA Extension Strategy. Ironside should request that the GP provide its assessment of the feasibility and desirability of a fourth amendment to the EPA extending the outside date beyond December 31, 2023. This assessment should address the positions and expected responses of the Selling Shareholders — including Timberline Growth Equity Fund III, LP (through Hugh Callister, Managing Partner, and counsel Steven F. Y