Contract analysis

I. PURPOSE AND SCOPE This Anti-Money Laundering / Know Your Customer Certification (this "Certification") has been prepared by Calderwood & Harkness LLP ("C&H" or "Counsel") in connection with the formation and initial closing of ICM Cascadia Co-Invest, LP, a Delaware limited partnership (DE SOS File Number 7439218) (the "Co-Investment Vehicle" or the "Vehicle"), formed on July 22, 2022. The Co-Investment Vehicle has

II. IDENTIFICATION OF THE CO-INVESTMENT VEHICLE A. Entity Information The following information identifies the Co-Investment Vehicle that is the subject of this Certification: The Co-Investment Vehicle was formed in accordance with the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. A copy of the Certificate of Limited Partnership, as filed with the Delaware Secretary of State on July 22,

III. BENEFICIAL OWNERSHIP INFORMATION — IRONSIDE CAPITAL MANAGEMENT LP A. Entity Overview Ironside Capital Management LP is a New York-based alternative asset management firm founded in 2009 by Marcus J. Calloway. Ironside is a registered investment adviser with the United States Securities and Exchange Commission ("SEC") pursuant to the Investment Advisers Act of 1940, as amended, and files periodic reports with the

IV. AML PROGRAM CERTIFICATION A. Ironside's AML Compliance Program C&H has reviewed a summary of Ironside Capital Management LP's AML compliance program, as provided by Ironside's Chief Compliance Officer, Sandra M. Leung. Based on that review, C&H confirms that Ironside Capital Management LP maintains a comprehensive AML compliance program in accordance with applicable federal law, SEC guidance, and industry best pr

V. USA PATRIOT ACT CERTIFICATION Ironside Capital Management LP hereby certifies, through its authorized signatory, that all information provided in this Certification is true, correct, and complete in all material respects as of the date hereof. Ironside acknowledges that this information is being provided pursuant to Section 326 of the USA PATRIOT Act (31 U.S.C. § 5318(l)) and the implementing regulations promulgat

VI. PLACEMENT AGENT COMPLIANCE C&H has reviewed the engagement of Rivermark Capital Markets Inc. (the "Placement Agent") in connection with the placement of Ironside's commitment in the Co-Investment Vehicle. The following information summarizes the terms of the Placement Agent's engagement and confirms compliance with applicable regulatory requirements: Rivermark Capital Markets Inc. is a registered broker-dealer an

VII. REPRESENTATIONS AND WARRANTIES In connection with this Certification and the formation and initial closing of the Co-Investment Vehicle, Ironside Capital Management LP, through its authorized signatory, hereby represents and warrants as follows:

1. Organization and Good Standing. Ironside Capital Management LP is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Ironside has all necessary organizational power and authority to conduct its business as presently conducted and to own, lease, and operate its properties and assets.

2. Power and Authority. Ironside Capital Management LP has full power and authority to make the investment in ICM Cascadia Co-Invest, LP contemplated by the LPA, to execute and deliver this Certification and all related agreements and documents, and to perform its obligations hereunder and thereunder. The execution and delivery of this Certification and the making of the investment in the Co-Investment Vehicle have b

3. Prohibited Person Status. Neither Ironside Capital Management LP nor any of its beneficial owners, officers, directors, partners, employees, or agents is a "Prohibited Person" under any applicable AML laws, executive orders, or regulations. For purposes of this representation, "Prohibited Person" means any person or entity (a) listed on the SDN List, the SSI List, or any other list of prohibited or restricted pers

4. No Undisclosed Third Parties. Ironside Capital Management LP is not acting on behalf of, or as nominee or agent for, any undisclosed third party in connection with the co-investment in the Co-Investment Vehicle. The capital to be contributed by Ironside to the Co-Investment Vehicle will be Ironside's own funds, drawn from its infrastructure investment strategy, and will not include any funds contributed by or on b

5. Notification of Changes. Ironside Capital Management LP will promptly notify the General Partner and C&H of any change in the information provided herein, including, without limitation, any change in the identity of its beneficial owners or control persons, any change in its organizational structure that would affect the information set forth in this Certification, or any event or circumstance that would cause any

6. No Adverse History. Neither Ironside Capital Management LP nor any of its beneficial owners, officers, directors, or partners has been subject to any conviction, regulatory sanction, civil penalty, consent decree, administrative order, or other enforcement action relating to money laundering, terrorist financing, fraud, bribery, corruption, or any other financial crime, in any jurisdiction. Neither Ironside nor an

7. Qualified Purchaser and Accredited Investor Status. Ironside Capital Management LP is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder, and is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. Ironside's status as a qualified purchaser and accr

VIII. CERTIFICATION BY AUTHORIZED SIGNATORY The undersigned, in her capacity as an authorized representative of Ironside Capital Management LP, hereby certifies that the information provided in this Anti-Money Laundering / Know Your Customer Certification is true, accurate, and complete to the best of her knowledge and belief as of the date set forth below. The undersigned further certifies that she is duly authorize

IX. CERTIFICATION BY COUNSEL The undersigned, in his capacity as an associate of Calderwood & Harkness LLP, hereby certifies that C&H has reviewed the information provided in this Anti-Money Laundering / Know Your Customer Certification, conducted reasonable verification procedures with respect to the information set forth herein, and prepared this Certification in connection with the formation and initial closing of