Contract analysis

I. Executive Summary This memorandum presents Calderwood & Harkness LLP's ("C&H") review and analysis of the quarterly status report (the "Q4 Report") delivered by Meridian Infrastructure GP IV LLC (the "GP") to Ironside Capital Management LP ("Ironside") for the fourth quarter of 2023, covering the period from October 1, 2023 through December 31, 2023. The Q4 Report covers the fourth full calendar quarter of the dor

II. Compliance with Reporting Obligations A. Timeliness of Delivery

Section 7.04(b) of the LP Agreement provides that, during any period in which a Material Impediment Event is in effect, the GP shall deliver to each limited partner holding commitments in excess of $100,000,000 a quarterly status report within forty-five (45) days following the end of each calendar quarter. This obligation is further reinforced by Section 3(d) of the Side Letter, which confirms the quarterly reportin

III. Status of Underlying Acquisition A. Equity Purchase Agreement — Third Extended Outside Date Expiration The EPA was executed on September 15, 2022 among the following parties: Selling Shareholders: • Timberline Growth Equity Fund III, LP, holding approximately 62% of the outstanding equity of Cascadia; • Weir Family Trust, holding approximately 18% of the outstanding equity of Cascadia; and • Management Rollover

IV. Regulatory Approvals Update A. FERC §203 Approval The Federal Energy Regulatory Commission ("FERC") granted approval of the proposed transaction under Section 203 of the Federal Power Act on December 15, 2022, in Docket No. EC22-143-000. The FERC order authorized the proposed acquisition of Cascadia's jurisdictional assets, subject to standard conditions, including the requirement that Cascadia complete license-t

V. Financing Status A. Debt Commitment Letter Expiration The debt commitment letter (the "Commitment Letter") was executed on August 30, 2022 by Atlas National Bank, N.A., acting as lead arranger and administrative agent, and Pinnacle Credit Partners LLC, acting as co-lender. The Commitment Letter provided for the following financing facilities: • Senior Secured Term Loan Facility: $975,000,000 in aggregate principal

VI. Financial Position of ICM Cascadia Co-Invest, LP A. Capital Account Summary The GP's Q4 Report provides the following summary of the financial position of ICM Cascadia Co-Invest, LP as of December 31, 2023: The entirety of the $22,500,000 in called capital was drawn pursuant to a single capital call notice dated August 15, 2022, issued prior to the declaration of the Material Impediment Event. No additional capit

VII. GP's Assessment of Dormancy Duration and Outlook The GP's Q4 Report states that the Material Impediment Event, declared on January 9, 2023 pursuant to Section 7.04 of the LP Agreement, remains in effect as of the date of the report. The GP does not anticipate lifting the Material Impediment Event in the near term. The GP identifies the following conditions that must be satisfied, in the GP's assessment, for the

VIII. Open Items and Recommended Follow-Up Actions A. Items Requiring Ironside Response or Decision Based on our review of the Q4 Report, C&H identifies the following items that require a response or decision from Ironside:

1. Standstill Agreement Review. C&H should be authorized to review and negotiate Ironside-specific protections in the forthcoming Mutual Standstill and Preservation Agreement. As discussed in Section III.B above, C&H intends to coordinate with BSP (Charles A. Delacroix) on the inclusion of co-invest protections, including consent rights, information rights, and exit mechanisms. Ironside should confirm that Pamela Cro

2. Wind-Down Election Preparedness. C&H recommends that Ironside authorize the commencement of preliminary analysis of the wind-down election mechanics and consequences in advance of the July 9, 2024 trigger date. This analysis will include a review of the contractual provisions governing the wind-down process, an assessment of the costs and timeline associated with a wind-down, an evaluation of Ironside's exposure t

3. Request for Enhanced Financial Reporting. C&H recommends that Ironside deliver a formal written request to the GP, pursuant to the Side Letter's information rights provisions, requiring that future quarterly reports include the following additional information: (i) A quantitative estimate of the impact of the revised Bull Run concession terms on Cascadia's projected annual revenue and EBITDA, including a range of

1. Standstill Agreement Monitoring. C&H will monitor the progress of the standstill negotiations and will obtain a draft of the Mutual Standstill and Preservation Agreement for review when it becomes available. C&H will prepare a memorandum analyzing the terms of the Standstill Agreement and identifying any provisions that require modification to protect Ironside's interests.

2. Tax Year 2023 K-1 Review. C&H will coordinate with Sylvia Hartwell (Specialist Partner, Tax) on the review of the vehicle's tax year 2023 Schedule K-1 forms, which are expected to be prepared by Kendrick Thorne & Associates LLP and delivered in Q1 2024. C&H will confirm with Kendrick Thorne that the K-1 forms are being prepared on a timely basis and will review the forms upon receipt for consistency with the vehic

3. Annual Compliance Memorandum. C&H will prepare the annual compliance memorandum for ICM Cascadia Co-Invest, LP for fiscal year 2023, covering Delaware franchise tax obligations, annual report filing requirements, and registered agent confirmation with Cascade Systems (Dover, Delaware). This memorandum is expected to be delivered to Ironside in February 2024.

4. FERC §203 Lapse Deadline Monitoring. C&H will track the FERC §203 approval lapse deadline of June 15, 2024 and will assess the implications and timeline for a re-filing in the event that the approval lapses without a further extension. C&H will coordinate with BSP regarding any efforts by the GP to obtain a further extension from FERC staff.

5. OPUC Stay Monitoring. C&H will monitor the status of the OPUC stay in Docket No. UM-2287 and will flag any developments, including any sua sponte action by the Commission or communications from OPUC Staff regarding the continued stay of proceedings.

IX. Conclusion Based on our review, C&H concludes that the GP's Q4 2023 quarterly status report is substantively compliant with the reporting obligations set forth in Section 7.04 of the LP Agreement and the Side Letter. The report was delivered in a timely manner, well in advance of the applicable 45-day deadline, and addresses each of the required content categories. The fourth quarter of 2023 was marked by two sig