Contract analysis

I. Executive Summary This memorandum sets forth the results of Calderwood & Harkness LLP's ("C&H") review and analysis of the Schedule K-1 (Form 1065) (the "K-1") issued by Kendrick Thorne & Associates LLP ("Kendrick Thorne"), the fund administrator and tax return preparer for ICM Cascadia Co-Invest, LP (the "Vehicle"), with offices located at One Liberty Plaza, Suite 4100, New York, NY 10006. The K-1 was issued in r

II. Background and Vehicle Status A. Formation and Capital Activity ICM Cascadia Co-Invest, LP was formed on July 22, 2022 as a Delaware limited partnership pursuant to a Certificate of Limited Partnership filed with the Delaware Secretary of State (DE SOS File Number 7439218). The LP Agreement was executed on July 29, 2022, and the Vehicle is governed by the laws of the State of Delaware. The Vehicle has two partner

III. Review of Schedule K-1 — Line-by-Line Analysis This section presents a detailed, line-by-line review of the K-1 issued by Kendrick Thorne for TY 2023. We have organized the review to follow the structure of the K-1 itself, beginning with partner identification information (Parts I and II), proceeding through the partner's share of income, deductions, and credits (Part III), and concluding with the capital accoun

IV. Organizational Expense Amortization — IRC §709(b) Analysis The Vehicle incurred $285,000 in organizational expenses, which were paid from Capital Call #1 proceeds in TY 2022. These expenses related to the formation and organization of the Vehicle, including legal fees for the preparation and negotiation of the LP Agreement and ancillary documents, filing fees, and other organizational costs. Under IRC §709(b), a

V. Dormancy-Period Expense Treatment — Tax Characterization A. Deductibility of Dormancy Operating Expenses During TY 2023, the Vehicle's only expenditures were entity-maintenance and dormancy operating costs, estimated at approximately $185,000 on an annualized basis. As noted above, these expenses include fund administration fees, Delaware franchise tax, registered agent fees, audit and K-1 preparation fees, and mi

VI. State and Local Tax Considerations A. Delaware ICM Cascadia Co-Invest, LP is a Delaware limited partnership. The State of Delaware does not impose an income tax on limited partnerships. However, Delaware imposes an annual franchise tax on limited partnerships in the amount of $300 per year (as of the relevant tax year). This franchise tax is payable to the Delaware Secretary of State and is reflected as one of th

VII. Basis and At-Risk Considerations A. Outside Basis Ironside's outside basis in its partnership interest in the Vehicle is a critical figure for purposes of determining the deductibility of the TY 2023 loss allocation. Under IRC §704(d), a partner may not deduct its distributive share of partnership losses to the extent that the losses exceed the partner's adjusted basis in its partnership interest (the "outside b

VIII. Reconciliation with Vehicle-Level Return (Form 1065) To complete our review and confirm the internal consistency of the K-1, we recommend that Ironside request from Kendrick Thorne a complete copy of the Vehicle's TY 2023 Form 1065 (U.S. Return of Partnership Income), together with all schedules and attachments. As of the date of this memorandum, we have not yet received the Vehicle-level return. Upon receipt,

IX. Comparison with Tax Year 2022 K-1 In order to assess year-over-year consistency and identify any anomalies, we have compared the TY 2023 K-1 with the TY 2022 K-1 previously reviewed by C&H (memorandum dated March 2023). The TY 2022 K-1 reflected substantially larger loss allocations than the TY 2023 K-1, due to the one-time nature of many of the expenses incurred in TY 2022. Specifically, the TY 2022 losses inclu

X. Open Items and Recommendations A. Open Items Based on our review, the following items remain open and should be resolved through follow-up with Kendrick Thorne and/or Ironside's internal tax team:

1. Section 709(b) Election Confirmation. Confirm with Kendrick Thorne that the §709(b) election for organizational expenses was properly made on the Vehicle's TY 2022 Form 1065, including the proper identification of the election on the return and the attachment of any required statements. Additionally, confirm that the TY 2023 amortization amount (approximately $19,000) is computed consistently with the amortization

2. Interest Income on Working-Capital Reserve. Obtain confirmation from Kendrick Thorne of the exact amount of interest income, if any, earned on the $3,500,000 working-capital reserve held at Atlas National Bank, N.A. during TY 2023. If interest was earned but not reported on the K-1, determine whether the omission is due to the application of a de minimis reporting threshold and whether a corrected K-1 should be is

3. Vehicle-Level Form 1065. Obtain a complete copy of the Vehicle's TY 2023 Form 1065 and Schedule L (balance sheet) from Kendrick Thorne for purposes of performing the full reconciliation described in Section VIII above.

4. State Tax Filing Obligations. Confirm with Kendrick Thorne that no state income tax filing obligations exist for the Vehicle for TY 2023 beyond the Delaware franchise tax payment. In particular, confirm that no Oregon, Washington, or Idaho filing obligations have arisen notwithstanding the continued dormancy. B. Recommendations Based on our review and analysis, we make the following recommendations:

1. Incorporation of K-1 Amounts. Ironside should incorporate the K-1 ordinary loss of approximately ($184,981) into its federal and applicable state tax returns for TY 2023. The loss should be reported as an ordinary business loss flowing through from the Vehicle and allocated to Ironside's investors in accordance with Ironside's partnership agreement and applicable tax rules.

2. No Estimated Tax Adjustments. No adjustments to Ironside's estimated tax payments are required on account of the Vehicle's TY 2023 activity. The loss allocation of approximately ($184,981) is immaterial in the context of Ironside's overall tax position and is unlikely to affect Ironside's quarterly estimated tax obligations.

3. Monitoring of Vehicle Status. Ironside's tax team should continue to actively monitor the Vehicle's status — whether dormancy continues, reactivation occurs, or a wind-down is initiated — as the tax treatment of the capitalized due-diligence costs ($12,790,000) and the R&W insurance premium deposit ($4,875,000) will differ materially depending on the ultimate outcome: (a) If the Cascadia acquisition closes, the ca

4. Wind-Down Trigger Date. Under LP Agreement §7.04(c), the General Partner is required to initiate wind-down proceedings if the dormancy period extends beyond 18 months from the date of the capital-call suspension notice. The Suspension Notice was issued on January 9, 2023, meaning the 18-month dormancy trigger ripens on July 9, 2024. If wind-down is elected or required, Ironside should promptly consult with C&H reg

5. TY 2024 Tax Planning. Continue coordination with Kendrick Thorne on TY 2024 tax planning, as the year may include significant events with material tax consequences, including potential reactivation of the acquisition, initiation of wind-down proceedings, execution of a mutual termination agreement for the EPA, or further extension of the standstill period. Each of these outcomes would have different implications f

XI. Conclusion The Schedule K-1 (Form 1065) issued by Kendrick Thorne & Associates LLP for Ironside Capital Management LP's 99.99% limited partnership interest in ICM Cascadia Co-Invest, LP for the taxable year ended December 31, 2023 has been reviewed by Calderwood & Harkness LLP and found to be consistent with the Vehicle's dormant status, the terms of the LP Agreement, the Side Letter between Ironside and Meridian

1. Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP, dated July 29, 2022 (the "LP Agreement").

2. Side Letter between Ironside Capital Management LP and Meridian Infrastructure GP IV LLC, dated July 29, 2022 (the "Side Letter").

3. Capital Call Notice #1, issued by Meridian Infrastructure GP IV LLC, dated August 15, 2022, in the aggregate amount of $22,500,000.

4. Capital Call Suspension Notice, issued by Meridian Infrastructure GP IV LLC, dated January 9, 2023, declaring a Material Impediment Event under LP Agreement §7.04.

5. Representations and Warranties Insurance Tolling Side Letter, between ICM Cascadia Co-Invest, LP and Northgate Specialty Insurance Co., dated January 20, 2023.

6. Calderwood & Harkness LLP Memorandum: Review of Schedule K-1 (Form 1065) — ICM Cascadia Co-Invest, LP — Tax Year Ended December 31, 2022, dated March 2023, prepared by Sylvia Hartwell.

7. Calderwood & Harkness LLP Memorandum: Tax Structuring Analysis for Co-Investment Vehicle, dated July 20, 2022, prepared by Sylvia Hartwell.

8. Calderwood & Harkness LLP Memorandum: Dormancy Governance Framework for ICM Cascadia Co-Invest, LP, dated January 12, 2023.

9. Schedule K-1 (Form 1065) for Tax Year Ended December 31, 2023, issued by Kendrick Thorne & Associates LLP for Ironside Capital Management LP (the K-1 that is the subject of this memorandum).

10. Equity Purchase Agreement, dated September 15, 2022, as amended by the First Amendment (date on file), the Second Amendment dated March 15, 2023, and the Third Amendment dated June 28, 2023.

11. Mutual Standstill and Preservation Agreement, dated February 15, 2024. This memorandum is a privileged and confidential attorney-client communication and attorney work product prepared by Calderwood & Harkness LLP for the exclusive use of Ironside Capital Management LP. It is not intended for distribution to, or reliance by, any third party. The analysis and conclusions set forth herein are based on the facts, do