Contract analysis

I. Purpose and Summary of Conclusions This memorandum documents the results of the comprehensive conflicts check conducted by the undersigned in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Ironside Capital Management LP ("Ironside" or "ICM"), a Delaware limited partnership headquartered at 590 Madison Avenue, 38th Floor, New York, NY 10022. Ironside was founded in 200

II. Methodology The conflicts search was conducted in accordance with Calderwood & Harkness LLP's Conflicts Clearance Policy and Procedures Manual (revised January 2022) and the applicable requirements of the New York Rules of Professional Conduct, including Rules 1.7 (Conflict of Interest: Current Clients), 1.8 (Current Clients: Specific Conflicts Rules), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Confl

1. Firm-Wide Electronic Conflicts Database Query. The Firm's centralized electronic conflicts database (Ridgeway Health IT, Version 6.4) was queried against all parties, principals, known affiliates, and related entities identified in the preliminary engagement materials received from Marcus J. Calloway and Renata Obasi of Ironside. The database contains records of all current and former client relationships, adverse

2. New Business Intake System Review. The Firm's New Business Intake ("NBI") system was reviewed to identify any pending engagement requests, recently opened matters, or recently declined matters involving any of the searched parties. This review captures matters that may not yet be fully reflected in the conflicts database due to processing lag.

3. Active and Closed Matter Lists. Active and closed matter lists for all relevant practice groups were reviewed, including Funds & Asset Management, Mergers & Acquisitions, Finance, Tax, Real Estate, Environmental, and Regulatory/Government Affairs. This review was conducted to identify any representations that may not have been captured by the electronic database queries due to variations in party name entry or cod

4. Principal and Individual Searches. Searches were conducted against the names of all known principals and key individuals associated with each party, as enumerated in Section III below. Individual searches were run to capture any personal representations, estate planning engagements, or other matters involving these individuals in their personal capacities.

5. Practice Group Leader Consultations. Informal consultations were conducted with the practice group leaders of the Finance and Real Estate groups to confirm whether any pending or recently completed matters involved any of the searched parties, particularly Atlas National Bank, N.A. and Meridian Infrastructure Partners LP, given the Firm's active lending and infrastructure practices. All searches were conducted on

III. Parties and Related Entities Searched The following parties, affiliates, principals, and related entities were identified from the preliminary engagement materials and searched against the Firm's conflicts systems. Each party is described below with its role in the proposed transaction. A. Client — Ironside Capital Management LP • Full Legal Name: Ironside Capital Management LP • Entity Type: Delaware limited pa

1. Timberline Growth Equity Fund III, LP. • Entity Type: Delaware limited partnership (growth equity fund) • Ownership Interest: Approximately 62% of Cascadia equity • General Partner: Timberline Growth Partners LLC (Delaware LLC) • Managing Partner: Hugh Callister • Address: 900 SW Fifth Avenue, Suite 2600, Portland, OR 97204 • Legal Counsel: Garvey Lennox LLP

2. Weir Family Trust. • Ownership Interest: Approximately 18% of Cascadia equity • Trustee: Jonathan M. Weir (also CEO of Cascadia) • Legal Counsel: Ridgeway, Ashford & Malone PC (shared with Cascadia)

3. Management Rollover Pool. • Ownership Interest: Approximately 20% of Cascadia equity, held by approximately 25 members of Cascadia's management team • Expected Treatment: Approximately 50% rollover (representing approximately 10% of total equity) into the post-acquisition ownership structure; the remaining 50% of management equity (approximately 10% of total equity) will be cashed out at closing • Legal Counsel: R

I. Advisors and Consultants • Blackthorn Advisory Group LLC — Financial advisor retained by Meridian in connection with the Cascadia acquisition; address: 399 Park Avenue, 14th Floor, New York, NY 10022 • Halstead & Greer LLP — Independent auditor and tax advisor to Cascadia; address: 200 Market Street, Suite 1500, Portland, OR 97201 • Kendrick Thorne & Associates LLP — Anticipated fund administrator and tax preparer

IV. Conflicts Search Results — Detailed Findings The following section sets forth the detailed results of the conflicts search conducted for each party, affiliate, and principal identified in Section III. For each entry, the results of the prior representation search, adverse representation search, and current conflict analysis are reported. A. Ironside Capital Management LP and Affiliates Prior Representations: The

I. Pinnacle Credit Partners LLC Prior Representations: The conflicts database returned no prior representations of Pinnacle Credit Partners LLC by Calderwood & Harkness LLP. No active or closed matters involving Pinnacle were identified. Adverse Representations: No adverse representations were identified. Conclusion: No conflict identified. J. Rivermark Capital Markets Inc. Prior Representations: The conflicts databa

V. Analysis of Potential Positional and Issue Conflicts In addition to the party-specific conflicts analysis set forth in Section IV, the following analysis addresses structural, positional, and issue-based conflicts that may arise from the nature of the proposed engagement and the transaction structure. A. LP vs. GP Dynamic Calderwood & Harkness LLP will represent Ironside Capital Management LP in its capacity as th

VI. Informational Matters Requiring Disclosure or Waiver Consideration Two informational matters have been identified that, while not constituting disqualifying conflicts, warrant disclosure to the client and, where appropriate, acknowledgment or informed consent. A. Informational Matter 1: GP/LP Dynamic — Meridian Infrastructure GP IV LLC Description: Calderwood & Harkness LLP will represent Ironside Capital Managem

VII. Conclusion and Clearance Based on the comprehensive conflicts search conducted on July 13–14, 2022, encompassing all parties, principals, known affiliates, related entities, counterparty counsel, financing sources, placement agents, insurance carriers, advisors, and consultants identified in the preliminary engagement materials, no disqualifying conflicts have been identified that would preclude Calderwood & Har

1. The GP/LP dynamic inherent in the co-investment vehicle structure, where Meridian Infrastructure GP IV LLC serves as general partner with management authority over the vehicle in which Ironside serves as sole limited partner; and

2. The Firm's existing client relationship with Atlas National Bank, N.A., which is anticipated to serve as lead arranger and administrative agent for the acquisition financing. Neither informational matter constitutes a disqualifying conflict under the New York Rules of Professional Conduct. Both matters have been disclosed to Ironside in the engagement letter, and Ironside's acknowledgment will be confirmed upon ex

VIII. Ongoing Monitoring Obligations This conflicts clearance is current as of July 14, 2022. The Firm's conflicts database has been updated to reflect the new engagement, the identity of the client (Ironside Capital Management LP), and all parties, counterparties, and related entities listed herein. The following ongoing monitoring obligations are noted:

1. Supplemental Screening for New Parties. Any new parties, counterparties, or material changes in the transaction structure or participants should be reported to the conflicts team for supplemental screening. In particular, if additional co-investors, limited partners, lenders, or syndication participants join the transaction, supplemental conflicts checks should be run promptly and the results documented in a suppl

2. Financing Syndication. The senior secured credit facility is expected to be syndicated to additional lenders beyond Atlas National Bank, N.A. and Pinnacle Credit Partners LLC. As the syndicate is finalized, supplemental conflicts checks should be run against all syndicate members.

3. Management Rollover Participants. Approximately 25 members of Cascadia management are expected to participate in the management rollover pool. To the extent that the identities of specific rollover participants become known and relevant to the Firm's representation of Ironside, supplemental individual searches should be conducted.

4. Regulatory Proceedings. The transaction involves regulatory proceedings before FERC (Federal Power Act §203 approval for the transfer of control of FERC-jurisdictional assets), OPUC (Oregon public utility regulatory approval), and a voluntary CFIUS notice. If Calderwood & Harkness LLP becomes involved in regulatory advocacy in connection with this matter, additional conflicts screening for governmental-affairs mat

5. Atlas National Bank Monitoring. The informational matter regarding the Firm's relationship with Atlas National Bank, N.A. should be monitored on an ongoing basis. If the scope of C&H's representation of Ironside expands to include any matter in which the Firm would be required to take a position directly adverse to Atlas's interests as a lender, a supplemental conflicts analysis should be conducted and, if necessa

6. GP/LP Dispute Monitoring. In the event that any dispute arises between Ironside (as LP) and Meridian Infrastructure GP IV LLC (as GP), the Firm should promptly conduct a supplemental conflicts analysis to confirm that C&H's ability to represent Ironside in such dispute is not impaired by the Firm's prior representations of Meridian-affiliated entities or any intervening relationship.

7. Periodic Review. In accordance with the Firm's standard practice, the conflicts clearance for this matter should be reviewed and refreshed at each significant milestone of the engagement, including at the signing of definitive transaction documents, at closing, and at any subsequent material event during the life of the co-investment vehicle. Appendix A: Conflicts Search Parameters The following table sets forth t