Contract analysis

1. Introduction and Authority Meridian Infrastructure GP IV LLC, a Delaware limited liability company (the "General Partner" or "GP"), serves as the general partner of ICM Cascadia Co-Invest, LP, a Delaware limited partnership formed on July 22, 2022 (the "Partnership" or the "Vehicle"). Ironside Capital Management LP, a Delaware limited partnership ("Ironside" or the "Limited Partner"), is the sole limited partner o

2. Purpose of the Partnership The Partnership was formed for the sole purpose of co-investing alongside Meridian Infrastructure Partners Fund IV, LP, a Delaware limited partnership ("Fund IV"), in the acquisition of one hundred percent (100%) of the outstanding equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation ("Cascadia" or the "Target"), through Cascadia Acquisition Corp., a newly formed

3. Capital Call History Since the formation of the Partnership, the GP has issued a single capital call to the Limited Partner: Capital Call Notice #1, dated August 15, 2022, in the aggregate amount of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), representing 7.5% of the Limited Partner's total capital commitment of $299,970,000 (and the GP's proportionate share of $2,250 with respect to its $30,00

4. Declaration of Material Impediment Event 4.1 Statutory Basis

Section 7.04 of the LP Agreement authorizes the GP to declare a "Material Impediment Event" upon its good-faith determination, exercised in its reasonable discretion, that either: (a) a condition precedent to the closing of the investment contemplated by the Partnership has failed or is reasonably expected to fail, and such failure is not reasonably likely to be cured within ninety (90) days of the date of the GP's d

5. Suspension of Capital Calls Effective immediately upon the date hereof, the GP hereby suspends all further capital calls under Section 4.01 of the LP Agreement. No additional capital contributions shall be required of the Limited Partner, or of the GP, during the pendency of the Material Impediment Event, unless and until the GP delivers to the Limited Partner a written notice of the termination of the Material Im

6. Status of Called Capital and Partnership Assets The Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) of called capital previously funded by the Limited Partner (together with the GP's proportionate contribution) remains in the Partnership's accounts and under the custody and control of the GP, subject to the terms of the LP Agreement. The current disposition of Partnership funds is as follows: (a) Wo

7. Governance During Dormancy Period 7.1 GP Reporting Obligations Pursuant to Section 7.04(b) of the LP Agreement and the reporting obligations set forth in the Side Letter, the GP shall provide quarterly status reports to the Limited Partner during the dormancy period. Reports shall be delivered within thirty (30) days following the end of each calendar quarter (or more frequently if warranted by material developmen

8. Status of Related Agreements The GP wishes to apprise the Limited Partner of the current status of certain agreements ancillary to the acquisition and the Partnership: Representations & Warranties Insurance. The representations and warranties insurance policy issued by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814, with a coverage limit of $195,000,000) remains bound as of the date of this Notice

9. Reservation of Rights This Notice constitutes a formal declaration of a Material Impediment Event and a suspension of capital calls under the LP Agreement. This Notice does not constitute, and shall not be construed as, a termination, dissolution, or wind-down of the Partnership. The Partnership continues to exist as a Delaware limited partnership in good standing, and the LP Agreement and all related agreements r

10. Contact Information The GP designates the following individuals as the primary contacts during the dormancy period for all matters relating to the Partnership, the Material Impediment Event, and the capital call suspension: David R. Hargreaves Managing Partner Meridian Infrastructure Partners LP 200 Clarendon Street, Suite 4200 Boston, Massachusetts 02116 Telephone: (617) 555-4200 Email: d.hargreaves@meridianinfr

11. Governing Law This Notice and the rights and obligations of the parties arising hereunder or in connection herewith shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof, consistent with the governing-law provisions of the LP Agreement. We appreciate Ironside's continued partnership and constructive engagement throughout