Contract analysis

I. Purpose and Scope This memorandum has been prepared by Calderwood & Harkness LLP ("C&H" or the "Firm") for the internal files of Ironside Capital Management LP ("Ironside" or "ICM") to provide a comprehensive summary of the formation steps completed to date and the governance structure of ICM Cascadia Co-Invest, LP (the "Vehicle" or the "Partnership"), a Delaware limited partnership formed for the purpose of co-in

II. Formation Steps Completed A. Certificate of Limited Partnership The Certificate of Limited Partnership of ICM Cascadia Co-Invest, LP was prepared by C&H and filed with the Delaware Secretary of State on July 22, 2022. The filing was accepted and processed on the same date, and the Partnership's legal existence commenced upon such filing in accordance with Section 17-201 of the Delaware Revised Uniform Limited Par

1. Side Letter. A side letter agreement (the "Side Letter") between Ironside Capital Management LP, as the Limited Partner, and Meridian Infrastructure GP IV LLC, as the General Partner, has been negotiated and is in final form. The Side Letter is scheduled for execution concurrently with the LP Agreement on July 29, 2022. The Side Letter addresses the following key matters: (a) confirmation that no management fee is

2. Co-Investment Allocation Agreement. A co-investment allocation agreement (the "Co-Investment Allocation Agreement") between Meridian Infrastructure Partners Fund IV, LP (Fund IV) and ICM Cascadia Co-Invest, LP (the Vehicle) has been negotiated and is in final form. The Co-Investment Allocation Agreement governs the allocation of the co-investment between Fund IV and the Vehicle, establishing the 28.57% (Vehicle) /

3. Subscription Agreement. Ironside's subscription agreement for its limited partner interest in the Partnership (the "Subscription Agreement") has been prepared and is scheduled for execution on July 29, 2022. The Subscription Agreement contains customary representations and warranties of the subscriber, including representations regarding accredited investor and qualified purchaser status, investment intent, and co

4. AML/KYC Certification. Anti-money-laundering and know-your-customer certification documentation has been prepared separately and is dated July 28, 2022. The AML/KYC package includes all required identification and verification materials for Ironside and its principals, as well as the applicable certifications under the USA PATRIOT Act and the Bank Secrecy Act.

5. Placement Agent Agreement. Rivermark Capital Markets Inc. ("Rivermark") has been engaged as the placement agent for the Vehicle pursuant to a placement agent agreement executed between Meridian Infrastructure GP IV LLC and Rivermark. The placement agent fee is 0.35% of committed capital, resulting in a fee of One Million Fifty Thousand Dollars ($1,050,000), payable at first close. C&H has reviewed the placement ag

1. Execution of Transaction Documents. The LP Agreement, Side Letter, Subscription Agreement, and Co-Investment Allocation Agreement are anticipated to be executed by all parties on July 29, 2022, at first close.

2. First Capital Call. The first capital call under the LP Agreement is anticipated for mid-August 2022. Based on preliminary estimates, the first capital call is expected to be approximately 7.5% of committed capital, or approximately $22,500,000, to fund organizational expenses, the placement-agent fee, the representations and warranties insurance premium deposit, due-diligence costs and deposits, and the working-c

3. Bank Account Opening. A bank account for the Partnership's fund operations is to be opened at Atlas National Bank, N.A. The account opening documentation is being prepared and is expected to be completed prior to first close.

4. Ongoing Compliance Filings. Annual Delaware franchise tax filings and annual report filings will be required going forward. The Firm will coordinate with the registered agent, Cascade Systems, and with the fund administrator, Kendrick Thorne & Associates LLP, to ensure timely compliance with all filing and payment obligations.

III. Partnership Structure and Capitalization A. Partners and Interests The Partnership has two partners: the General Partner and the Limited Partner. The Vehicle is structured as a single-LP co-investment vehicle with no additional limited partners anticipated.

1. General Partner: Meridian Infrastructure GP IV LLC Meridian Infrastructure GP IV LLC serves as the sole general partner of the Partnership. The General Partner is a Delaware limited liability company organized for the purpose of serving as the general partner of Fund IV and its related co-investment vehicles, including the Vehicle. The key details of the General Partner are as follows: • Entity Type: Delaware limi

2. Limited Partner: Ironside Capital Management LP Ironside Capital Management LP serves as the sole limited partner of the Partnership. The key details of the Limited Partner are as follows: • Entity Type: Delaware limited partnership • Headquarters: 590 Madison Avenue, 38th Floor, New York, New York 10022 • Principals: • Marcus J. Calloway, Founder & Chief Investment Officer • Renata Obasi, Senior Managing Director

IV. Governance and Decision-Making Authority A. General Partner Authority (§3.01 of LP Agreement) Pursuant to Section 3.01 of the LP Agreement, the General Partner has exclusive authority to manage and control the business and affairs of the Partnership. This broad grant of authority is consistent with the default rules under DRULPA and with customary market practice for sponsor-led co-investment vehicles. Specifical

V. Fiduciary Duties A. Standard of Care Under the LP Agreement, the General Partner owes fiduciary duties to the Partnership and its partners. These duties are, however, subject to the modifications and limitations permitted under the Delaware Revised Uniform Limited Partnership Act, which provides substantial flexibility to the parties to a limited partnership agreement to define and modify the fiduciary duties owed

VI. Voting Rights A. LP Voting Rights The LP Agreement reserves certain matters for the vote or written consent of the Limited Partner (Ironside). Given the single-LP structure of the Vehicle, the Limited Partner's vote or consent is, as a practical matter, the sole determinative vote on reserved matters. The matters requiring the Limited Partner's consent are as follows: (a) any amendment, modification, or waiver of

VII. GP Removal Mechanics A. Removal for Cause The LP Agreement provides the Limited Partner with the right to remove the General Partner "for cause" upon written notice to the General Partner. Removal for cause is effective immediately upon delivery of the written notice or upon such later date as may be specified in the notice. The LP Agreement defines "Cause" as any of the following events: (a) fraud, willful misc

VIII. Information Rights A. LP Information Rights Under LP Agreement The LP Agreement provides the Limited Partner (Ironside) with comprehensive information rights that are designed to ensure that Ironside has timely and complete access to information regarding the Partnership's financial condition, investment status, and material developments. The LP's information rights under the LP Agreement include the following:

IX. Material Impediment Event, Dormancy, and Wind-Down Provisions A. Material Impediment Event (§7.04 of LP Agreement) The LP Agreement includes provisions addressing the possibility that the Cascadia acquisition may encounter material obstacles or impediments that prevent or delay the closing of the transaction. Pursuant to Section 7.04 of the LP Agreement, the General Partner may declare a "Material Impediment Even

X. Term and Dissolution A. Term The term of the Partnership extends until the earliest to occur of any of the following events: (a) the completion of the Cascadia acquisition and the subsequent realization (through disposition, liquidation, or other exit) or abandonment of the investment; (b) an LP-elected wind-down following an extended dormancy period, as described in Section IX.D above; (c) a GP-initiated dissolut

XI. Distribution Waterfall Distributions of available cash or other property by the Partnership to its partners are made in the following order of priority, as set forth in Section 6.01 of the LP Agreement: Step 1 — Return of Contributed Capital. First, to the Limited Partner and the General Partner, pro rata in proportion to their respective capital contributions, until each partner has received cumulative distribut