Contract analysis

I. Executive Summary This memorandum analyzes the extension of the debt commitment letter originally executed on August 30, 2022 by Atlas National Bank, N.A., as lead arranger and administrative agent, and Pinnacle Credit Partners LLC, as co-lender and syndication participant (collectively, the "Commitment Parties"), which was formally extended on April 30, 2023 to a new expiration date of October 31, 2023 (the "Exte

II. Background A. Original Debt Commitment Letter The debt commitment letter at issue was executed on August 30, 2022 (the "Original Commitment Letter"). The parties to the Original Commitment Letter are as follows: Lead Arranger and Administrative Agent: Atlas National Bank, N.A. ("Atlas"), with principal offices at 383 Madison Avenue, New York, NY 10179. Co-Lender and Syndication Participant: Pinnacle Credit Partne

III. Analysis of Extension Terms A. Key Modifications The sole substantive modification effected by the Extension is the extension of the expiration date of the commitment letter from the prior effective date (which had been aligned with the EPA first amended outside date of March 31, 2023) to October 31, 2023. All other terms, conditions, and provisions of the Original Commitment Letter remain in full force and effe

1. Payment of the Extension Fee. The extension fee of $2,437,500 was paid by Meridian Infrastructure Partners Fund IV, LP to Atlas National Bank, N.A., as administrative agent, on April 30, 2023. The fee is non-refundable and was paid in immediately available funds.

2. Certification by GP. Meridian Infrastructure GP IV LLC delivered a certification to Atlas and Pinnacle confirming that the EPA remains in full force and effect, as amended by the First Amendment dated November 22, 2022 and the Second Amendment dated March 15, 2023.

3. No Default or MAC Confirmation. Meridian confirmed that no event of default or material adverse change has occurred with respect to Cascadia or the Acquisition structure since the date of the Original Commitment Letter, and that the representations and warranties of the sponsor contained in the commitment letter remain true and correct in all material respects as of the date of the Extension. Importantly, in conne

IV. Cost Allocation Analysis A central question posed by Ironside in connection with the Extension is whether any portion of the $2,437,500 extension fee could be allocated to the Vehicle, either currently or in the context of a future expense reconciliation. We have analyzed this question under the three principal contractual documents governing the relationship between Ironside and Meridian with respect to the co-i

Section 5.03 of the LP Agreement governs the allocation of transaction-related expenses between the GP (Meridian Infrastructure GP IV LLC) and the limited partner (Ironside). This provision establishes the following framework: Organizational expenses incurred in the formation and establishment of the Vehicle, including legal, accounting, and filing fees, are borne by the Vehicle and funded through capital calls. Plac

1. The extension fee is properly borne by Meridian Infrastructure Partners Fund IV, LP, and has been paid from Fund IV's own resources.

2. No contractual basis exists under the LP Agreement, the Allocation Agreement, or the Side Letter to allocate any portion of this fee to ICM Cascadia Co-Invest, LP.

3. Ironside should not expect to receive a capital call notice, an expense reimbursement request, or any other demand for payment related to the extension fee.

4. If the transaction is reactivated and a new or further-extended commitment letter is obtained from the Commitment Parties (or replacement lenders), cost allocation for any new commitment fees, arrangement fees, or similar financing costs should be negotiated at that time, with reference to the Allocation Agreement pro rata methodology (28.57% for ICM Co-Invest / 71.43% for Fund IV). Any such negotiation should occ

5. Important caveat: If the Acquisition ultimately proceeds to closing, the post-closing expense reconciliation process contemplated by the Allocation Agreement could potentially include pre-closing financing costs — including commitment fees and extension fees — as part of aggregate transaction costs subject to pro rata allocation. Ironside should ensure that any such post-closing reconciliation is conducted in a ma

V. Implications for ICM Cascadia Co-Invest, LP A. Unfunded Commitment Status ICM Co-Invest's unfunded commitment to the Vehicle remains $277,500,000, representing 92.5% of the total $300 million commitment. The only capital call to date was the initial call of $22,500,000 (7.5% of total commitment), which was funded by Ironside on August 15, 2022 in connection with the Vehicle's organizational costs, initial due dili

VI. Forward-Looking Considerations A. Risk of Non-Extension Beyond October 31, 2023 As noted in Section III.C above, Atlas and Pinnacle have expressly reserved the right to decline any further extension of the commitment letter beyond October 31, 2023. The Extension letter contains no commitment, indication of intent, or assurance from the Commitment Parties regarding their willingness to extend the commitment letter

VII. Recommendations Based on the foregoing analysis, we make the following recommendations to Ironside:

1. No action required regarding the extension fee. Meridian Infrastructure Partners Fund IV, LP has properly borne the $2,437,500 extension fee, and there is no contractual basis under the LP Agreement, the Allocation Agreement, or the Side Letter for allocation of any portion of this cost to ICM Cascadia Co-Invest, LP. No capital call, expense reimbursement request, or other demand related to the extension fee shoul

2. Monitor willingness for further extension. Ironside should actively monitor Meridian's ongoing engagement with Atlas National Bank, N.A. and Pinnacle Credit Partners LLC regarding the Commitment Parties' willingness to extend the commitment letter beyond the current October 31, 2023 expiration date, the fee terms associated with any such further extension, and any proposed modifications to the commitment letter te

3. Track alignment of debt commitment and EPA outside date. Ironside should closely track the alignment between the debt commitment expiration date (October 31, 2023) and the EPA outside date (currently June 30, 2023 per the Second Amendment). A Third Amendment to the EPA extending the outside date is anticipated, and Ironside should review and assess the terms of any such amendment in coordination with Calderwood &

4. Preserve cost allocation protections. Ironside should preserve its position under the Side Letter and the LP Agreement regarding cost allocation protections for any future financing costs that may arise in connection with reactivation of the Acquisition. In particular, Ironside should ensure that any new or revised financing arrangement includes an express agreement on cost sharing between Fund IV and ICM Co-Inves

5. Continue dormancy governance monitoring. Ironside should continue its active monitoring of the Vehicle's dormancy governance, including review of the GP's quarterly reports, verification of compliance with the dormancy operating expense budget, and tracking of the 18-month wind-down election date of July 9, 2024. Calderwood & Harkness will continue to review each quarterly report and provide a summary memorandum t

6. Note FERC approval lapse risk. Ironside should note the approximately June 15, 2024 lapse date for the FERC Section 203 approval (Docket No. EC22-143-000) as an additional factor in assessing the viability and timeline of any potential reactivation of the Acquisition. The FERC lapse date falls approximately five weeks before the 18-month dormancy wind-down election date, and both dates should be considered in Iron

VIII. Appendices Appendix A — Summary of Debt Commitment Letter Key Terms Appendix B — Extension Fee Calculation Appendix C — Sources and Uses Summary Appendix D — Cost Allocation Framework Appendix E — Key Dates and Deadlines This memorandum is prepared by Calderwood & Harkness LLP for the sole use of Ironside Capital Management LP in connection with Matter No. 1023-00001. This memorandum is protected by the attorne