Contract analysis

I. Executive Summary On January 9, 2023 (anticipated), Meridian Infrastructure GP IV LLC (the "GP"), in its capacity as general partner of ICM Cascadia Co-Invest, LP (the "Vehicle" or "Co-Invest"), intends to issue a formal notice declaring a Material Impediment Event under Section 7.04 of the Amended and Restated Agreement of Limited Partnership dated July 29, 2022 (the "LP Agreement"), thereby suspending all furthe

II. Scope and Purpose This memorandum analyzes whether the GP's anticipated declaration of a Material Impediment Event on January 9, 2023 complies with the substantive and procedural requirements of the LP Agreement. Specifically, C&H examines the following:

1. The definition of "Material Impediment Event" under Section 7.04(a) of the LP Agreement, including its two alternative prongs;

2. Whether the factual circumstances underlying the GP's proposed declaration — principally, the concession renegotiation and the expected failure of closing conditions — satisfy that definition;

3. The procedural requirements for a valid declaration under Section 7.04(b), including notice content, delivery, and timing;

4. The immediate legal consequences of the declaration, including the suspension of capital calls and investment activity, the GP's reporting obligations, and the impact on ancillary agreements and regulatory approvals; and

5. Ironside's rights, obligations, and strategic considerations during the resulting dormancy period, including the wind-down election right under Section 7.04(c), information rights, consent rights, and the advisability of a formal reservation-of-rights letter. This memorandum does not address the merits of the underlying concession renegotiation as it affects the definition of "Material Adverse Effect" under the EP

III. Background and Factual Context A. The Co-Investment Vehicle ICM Cascadia Co-Invest, LP was formed on July 22, 2022, as a Delaware limited partnership, with its Certificate of Limited Partnership filed with the Office of the Delaware Secretary of State (DE SOS File No. 7439218; Employer Identification Number 88-3921457). The Vehicle's registered agent is Cascade Systems, located at 160 Greentree Drive, Suite 101,

IV. Analysis of Section 7.04 — Material Impediment Event A. Text and Structure of Section 7.04

Section 7.04 of the LP Agreement is the principal provision governing the GP's authority to declare a Material Impediment Event, the consequences of such a declaration, and the rights of the LP during and following a period of dormancy resulting from such a declaration. This provision is a negotiated mechanism designed to address situations in which the underlying investment transaction encounters significant obstacl

Section 7.04 consists of three primary subsections:

Section 7.04(a) — Definition of "Material Impediment Event." This subsection defines the circumstances under which the GP may declare a Material Impediment Event. The definition provides two alternative bases (referred to herein as "Prong (a)" and "Prong (b)"), either of which, if satisfied, is independently sufficient to support a declaration.

Section 7.04(b) — Procedural Requirements for Declaration. This subsection sets forth the requirements that must be met for a valid declaration, including the form, content, and delivery of the notice to the LP. It also specifies the immediate consequences of the declaration, including the suspension of capital calls and investment activity.

Section 7.04(c) — Consequences of Declaration; LP Rights. This subsection addresses the rights and obligations of the parties during the dormancy period, including the LP's wind-down election right, which arises after 18 months of dormancy, and the GP's ongoing reporting obligations. We analyze each of these subsections in turn below. B. Definition of Material Impediment Event — Section 7.04(a) Under Section 7.04(a)

1. Prong (a): Expected Failure of a Condition Precedent Not Reasonably Likely to Be Cured Within 90 Days Prong (a) focuses on the closing conditions of the underlying acquisition. To invoke this prong, the GP must determine that a condition precedent to closing has failed or is expected to fail, and that such failure is not reasonably likely to be cured or satisfied within 90 days of the GP's determination. Identific

2. Prong (b): Occurrence of a Material Adverse Effect Prong (b) provides an alternative basis for a Material Impediment Event declaration: the occurrence of a "Material Adverse Effect" as defined in the EPA with respect to the Target. This prong requires an actual occurrence of a Material Adverse Effect, as distinguished from the expected failure of a closing condition under Prong (a). The standard is therefore more

V. Procedural Requirements — Section 7.04(b) A. Notice Requirements

Section 7.04(b) of the LP Agreement prescribes the procedural requirements that must be satisfied for a valid declaration of a Material Impediment Event. Specifically, Section 7.04(b) requires the GP to deliver written notice to the LP (Ironside) declaring the Material Impediment Event. The notice must satisfy the following requirements: (i) it must be in writing; (ii) it must identify the specific subsection of Sect

Section 7.04(b) does not impose a specific timing requirement on the GP's declaration of a Material Impediment Event, other than the implicit requirement that the declaration must follow (and not precede) the occurrence or expected occurrence of the underlying event that constitutes the Material Impediment Event. There is no "prompt" notice requirement, no specified number of days within which the GP must act, and no

VI. Immediate Legal Consequences of Declaration The declaration of a Material Impediment Event under Section 7.04 triggers a number of immediate legal consequences, which we summarize below. A. Suspension of Capital Calls Upon declaration of a Material Impediment Event, Section 7.04(b) provides that all further capital calls shall be suspended until either (i) the GP determines that the Material Impediment Event has

VII. Ironside's Rights During Dormancy A. Information Rights Ironside retains all information rights under the LP Agreement and the Side Letter throughout the dormancy period. These include, without limitation: (i) the right to receive quarterly status reports as described in Section VI.C above; (ii) the right to access the books and records of the Vehicle, upon reasonable notice and during normal business hours, at

VIII. Observations and Recommendations A. The Declaration Is Properly Grounded Based on our analysis, the GP's anticipated declaration of a Material Impediment Event on January 9, 2023 appears to satisfy the substantive requirements of Section 7.04(a) of the LP Agreement, primarily under Prong (a) (expected failure of the no-MAE closing condition, not reasonably likely to be cured within 90 days). The factual basis f

1. Concession Renegotiation Status. The resolution of the renegotiation between the Portland Metropolitan Water District and Cascadia is the central factual predicate of the Material Impediment Event declaration. Any developments in the renegotiation — whether favorable (e.g., agreement on revised economic terms that preserve the concession's value) or unfavorable (e.g., further deterioration, potential termination)

2. EPA Outside Date. The current outside date of the EPA, as extended by the First Amendment, is March 31, 2023. This date will arrive during the dormancy period — approximately 81 days after the anticipated declaration. If the EPA is not further extended, either party may terminate the agreement after March 31, 2023, effectively ending the Acquisition. Ironside should insist on being consulted regarding any proposed

3. Debt Commitment Letter. The debt commitment letter from Atlas National Bank, N.A. and Pinnacle Credit Partners LLC is a critical component of the Acquisition's financing structure. Any lapse, termination, or adverse modification of the commitment would materially affect the feasibility of the Acquisition if reactivated. Ironside should monitor the status of discussions between Meridian/BSP and Atlas National Bank,

4. FERC Approval Lapse Provision. The FERC approval (Docket No. EC22-143-000) contains an 18-month lapse provision, with an approximate lapse date of June 15, 2024. If the Acquisition has not closed by that date, the FERC approval will lapse and a new Section 203 application will be required. This lapse date falls shortly before the 18-month wind-down election trigger date of July 9, 2024, creating a meaningful infle

5. OPUC Proceedings. The OPUC application (Docket No. UM-2287) remains pending and should be monitored for any developments, including any order, ruling, or communication from the commission. If the parties decide to request a stay of proceedings, Ironside should be informed and should have the opportunity to review and comment on the stay request before it is filed.

6. R&W Insurance Tolling. C&H is preparing a tolling side letter to Northgate Specialty Insurance Co. to suspend the coverage period under the R&W insurance policy during the dormancy period. This is an important step to ensure that the policy remains in effect and available if the Acquisition is reactivated. Ironside should review and approve the tolling side letter before execution.

7. Vehicle Operating Expenses. While the estimated annualized dormancy operating expenses of approximately $185,000 are modest relative to the available working-capital reserve of $3,500,000, Ironside should ensure that actual expenses are tracked and reported as part of the quarterly reporting protocol. Any deviation from the estimated run rate, or any unexpected expenses, should be flagged and investigated. D. Next

1. Reservation-of-Rights Letter. Finalize and circulate draft reservation-of-rights letter to BSP for Ironside's review and approval. Target: January 13, 2023. Deliver executed letter to BSP. Target: January 15, 2023.

2. R&W Insurance Tolling Side Letter. Finalize tolling side letter with Northgate Specialty Insurance Co. and circulate to Ironside for review. Target: January 20, 2023.

3. Dormancy Governance Framework. Prepare comprehensive dormancy governance framework memorandum for Ironside, setting forth protocols for quarterly report review, communication with BSP, escalation procedures, and decision-making frameworks for key dormancy-period events (e.g., EPA extensions, debt commitment discussions, regulatory developments). Target: February 2023 (forthcoming).

4. Calendar Key Dates. Calendar the following critical dates and establish monitoring protocols: • 18-month wind-down election trigger date: July 9, 2024 • EPA outside date: March 31, 2023 • FERC approval lapse date: approximately June 15, 2024 • Quarterly report due dates: April 30, July 31, October 31, January 31 (30 days after end of each calendar quarter)

5. Quarterly Report Review Protocol. Establish a standing review protocol with Ironside's infrastructure team (Renata Obasi) for the receipt and analysis of each quarterly report, including circulation to C&H for legal review within five business days of receipt.

IX. Conclusion Based on our analysis, the GP's anticipated declaration of a Material Impediment Event on January 9, 2023 is substantively and procedurally compliant with Section 7.04 of the LP Agreement. The factual basis for the declaration — the unresolved Portland Metropolitan Water District concession renegotiation affecting the Bull Run Filtration Project and the expected failure of closing conditions under the