Contract analysis

I. Executive Summary This memorandum summarizes Calderwood & Harkness LLP's ("C&H") review of the engagement letter dated June 30, 2022 (the "Engagement Letter") between Rivermark Capital Markets Inc. ("Rivermark"), a New York corporation with principal offices at 745 Fifth Avenue, Suite 1400, New York, NY 10151, and ICM Cascadia Co-Invest, LP (the "Vehicle" or the "Co-Invest"), a Delaware limited partnership, pursua

II. Background and Transaction Context Ironside Capital Management LP ("Ironside") is a Delaware limited partnership headquartered at 590 Madison Avenue, 38th Floor, New York, NY 10022. Ironside is a registered investment adviser under the Investment Advisers Act of 1940 and manages approximately $14.8 billion in assets under management across private equity, real assets, and infrastructure strategies. Ironside's pri

III. Fee Structure Analysis A. Placement-Agent Fee Calculation The Engagement Letter provides for a placement-agent fee equal to 0.35% of the total committed capital to the Vehicle. Based on the Vehicle's total committed capital of $300,000,000, the placement-agent fee is calculated as follows: $300,000,000 × 0.35% = $1,050,000 Pursuant to Section 3(a) of the Engagement Letter, the placement-agent fee is payable in f

1. Fee Rate: The fee rate of 0.35% and the resulting fee amount of $1,050,000 are within market norms for co-investment placements in the infrastructure sector. No renegotiation of the fee rate is recommended at this time.

2. Payment Timing: We recommend confirming in the Engagement Letter that the fee is payable only upon a successful first close of the Vehicle and is not payable upon signing of the Engagement Letter or at any earlier date. The current language of Section 3(a) references payment "at the first close," but we recommend adding clarifying language to ensure there is no ambiguity regarding the triggering event.

3. Fee Cap: We recommend adding a provision expressly providing that no additional fees, success bonuses, closing bonuses, expense reimbursements, or other amounts are payable to Rivermark beyond the $1,050,000 placement-agent fee. The Engagement Letter as currently drafted does not include any such additional fee provisions, but adding affirmative "no additional fees" language will provide certainty and prevent any

IV. Tail Provision Analysis A. Description of Tail Provision

Section 4 of the Engagement Letter contains a "tail" provision (the "Tail Provision") entitling Rivermark to its full placement-agent fee of $1,050,000 if, within twenty-four (24) months following the termination or expiration of the Engagement Letter (the "Tail Period"), the Vehicle closes with any investor that was introduced by Rivermark to the Vehicle or Meridian during the term of the engagement. The Tail Provis

1. Duration: The 24-month Tail Period is longer than the market standard for single-investor co-investment placements. In our experience, a 12-month tail period is the prevailing market norm for placement-agent agreements in the co-investment context, particularly where the capital raise involves a single institutional investor. A 24-month tail is more commonly associated with multi-investor, multi-closing fund forma

2. Ironside Pre-Existing Relationship: Ironside was not introduced to the Cascadia co-investment opportunity by Rivermark. Ironside's relationship with Meridian is longstanding and predates Rivermark's engagement, and the co-investment allocation was offered to Ironside directly by Meridian's deal team. Under the Tail Provision as currently drafted, however, it is unclear whether Rivermark could assert that Ironside

3. Successor Vehicle Risk: There is a risk that, if the Vehicle is restructured, wound down, and replaced by a successor vehicle within the Tail Period — for example, due to a change in the acquisition structure or a rebalancing of the co-investment allocation — Rivermark could assert a fee claim on the successor vehicle's capital commitments. Although such a scenario is unlikely, the Tail Provision as drafted does n

4. Absence of Tail List: The Engagement Letter does not require Rivermark to deliver a written list of investors covered by the Tail Provision upon termination. This is a significant omission, as it leaves open the possibility of disputes regarding which investors were in fact introduced by Rivermark and are therefore subject to the tail. The absence of a defined tail list is a departure from best practices and shoul

1. Reduce Tail Period: Negotiate a reduction of the Tail Period from 24 months to 12 months. A 12-month tail period is consistent with market practice for co-investment placement-agent agreements and provides Rivermark with adequate protection of its fee interest in the event of a post-termination closing.

2. Ironside Carve-Out: Add a carve-out expressly providing that the Tail Provision does not apply to Ironside Capital Management LP or any of its affiliates, subsidiaries, managed accounts, or controlled entities. This carve-out is appropriate and necessary because Ironside was not introduced to the transaction by Rivermark, and Ironside's participation in the Vehicle is solely the result of its pre-existing relation

3. Tail List Requirement: Add a requirement that, upon termination or expiration of the Engagement Letter, Rivermark deliver to the Vehicle a written list (the "Tail List") identifying all investors to whom the Tail Provision applies (i.e., investors specifically introduced by Rivermark during the engagement period). The Tail Provision should apply only to investors identified on the Tail List, and the Vehicle should

4. Wind-Down/Dissolution Carve-Out: Add language confirming that the Tail Provision does not apply in a wind-down or dissolution scenario where no new capital commitments are made to the Vehicle or any successor vehicle. This carve-out is intended to prevent Rivermark from asserting a tail fee claim in circumstances where the Vehicle is dissolved and its assets are distributed or transferred without any new investor

V. Indemnification Provisions A. Scope of Indemnification

Section 6 of the Engagement Letter requires the Vehicle (and, indirectly, Ironside as the sole limited partner) to indemnify Rivermark, its affiliates, and their respective directors, officers, employees, agents, and controlling persons (collectively, the "Indemnified Persons") against all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of

1. Standard of Care: While the gross negligence / willful misconduct carve-out is standard in placement-agent indemnification provisions, C&H believes it should be supplemented to also exclude losses arising from (a) bad faith on the part of the Indemnified Person and (b) material breach of the Engagement Letter by the Indemnified Person. The inclusion of bad faith and material breach as additional exceptions is cons

2. Breadth of Trigger: The indemnification is triggered by losses "arising out of or in connection with" the engagement. The phrase "in connection with" is extremely broad and could encompass claims that are only tangentially related to Rivermark's specific placement activities — for example, claims arising from Rivermark's other business activities that happen to touch upon the Cascadia transaction or the parties in

3. Contribution Formula: The contribution clause based on "relative benefits received" is potentially problematic. Under the relative-benefits formula, the Vehicle's share of any contribution would be calculated based on the ratio of the Vehicle's committed capital ($300,000,000) to Rivermark's fees ($1,050,000), which yields a ratio of approximately 285.7 to 1. This formula could result in an allocation of losses th

4. Survival Period: The indemnification obligations survive termination of the Engagement Letter indefinitely. This creates a perpetual contingent liability for the Vehicle and, by extension, for Ironside. C&H recommends negotiating a finite survival period. A period of three (3) years following the termination or expiration of the Engagement Letter is consistent with market practice and provides adequate time for an

5. Procedural Protections: The Engagement Letter does not include any procedural requirements governing indemnification claims. In particular, the Engagement Letter does not require the Indemnified Person to (a) provide prompt written notice of any claim for which indemnification is sought, (b) permit the Vehicle to participate in or control the defense of any such claim, or (c) refrain from settling any claim withou

1. Expand Exceptions: Add "bad faith" and "material breach of the Engagement Letter" to the exceptions from the indemnification obligation in Section 6(a), so that the Vehicle is not required to indemnify any Indemnified Person to the extent that losses are attributable to the gross negligence, willful misconduct, bad faith, or material breach of the Engagement Letter by such Indemnified Person.

2. Narrow Trigger: Revise the indemnification trigger from "arising out of or in connection with" to "directly arising out of" Rivermark's performance of services under the Engagement Letter. This modification would provide a clearer and narrower scope for the indemnification obligation while still providing Rivermark with meaningful protection against third-party claims arising from its placement activities.

3. Indemnification Cap: Negotiate a cap on the Vehicle's aggregate indemnification exposure. C&H recommends a cap equal to the amount of fees paid to Rivermark under the Engagement Letter (i.e., $1,050,000). A fees-paid cap is increasingly common in placement-agent engagement letters and is appropriate given the relatively limited scope of Rivermark's services and the single-closing nature of the engagement.

4. Survival/Sunset Period: Add a provision specifying that the indemnification obligations of the Vehicle survive for a period of three (3) years following the termination or expiration of the Engagement Letter, after which the indemnification obligations shall terminate and be of no further force or effect, except with respect to claims for which written notice has been delivered prior to the expiration of such thre

5. Contribution Standard: Modify the contribution clause in Section 6(b) to provide for allocation of losses based on relative fault rather than relative benefit. Under a relative-fault standard, losses would be allocated based on the respective parties' responsibility for the conduct giving rise to the losses, taking into account the nature of each party's actions and omissions and the degree of each party's culpabi

6. Procedural Protections: Add the following procedural requirements to the indemnification provisions: (a) Prompt Notice. Rivermark (or any Indemnified Person) shall provide the Vehicle with prompt written notice of any claim, action, proceeding, or investigation for which indemnification is or may be sought. Failure to provide prompt notice shall not relieve the Vehicle of its indemnification obligations except to

VI. Regulatory Compliance Analysis A. Rivermark's Regulatory Status

Section 2 of the Engagement Letter contains a representation by Rivermark that it is (i) organized as a corporation under the laws of the State of New York, (ii) registered as a broker-dealer with the United States Securities and Exchange Commission (the "SEC") pursuant to Section 15(a) of the Securities Exchange Act of 1934, as amended, and (iii) a member in good standing of the Financial Industry Regulatory Authori

VII. Other Provisions and Observations A. Exclusivity

Section 1(b) of the Engagement Letter grants Rivermark exclusive placement-agent rights for the Vehicle's capital raise. During the term of the Engagement Letter, neither the Vehicle nor Meridian may engage any other placement agent, broker-dealer, finder, or solicitor in connection with the raise of capital for the Vehicle. Given that Ironside is the sole limited partner of the Vehicle and the capital raise is effec

Section 5 of the Engagement Letter provides that the term of the engagement commences on the date of execution and continues for a period of twelve (12) months, with automatic renewal for successive six (6)-month periods unless either party provides at least thirty (30) days' prior written notice of non-renewal before the end of the then-current term. While the term and automatic renewal provisions are not unusual in

Section 8 of the Engagement Letter contains standard mutual confidentiality provisions requiring each party to maintain the confidentiality of information received from the other party in connection with the engagement. Confidential information is broadly defined to include all non-public information regarding the Vehicle, the Cascadia acquisition, the parties, and the terms of the Engagement Letter itself. C&H has t

1. Survival: The confidentiality provisions should expressly survive the termination or expiration of the Engagement Letter for a period of at least three (3) years, or for such longer period as may be required to be consistent with the confidentiality provisions in the LP Agreement of ICM Cascadia Co-Invest, LP and the Side Letter between Ironside and Meridian GP IV LLC. C&H recommends reviewing these cross-referenc

2. Name-Use Restriction: C&H recommends adding a specific prohibition on Rivermark using the name, logo, trademark, or investment details of the Vehicle, Ironside, Meridian, or Cascadia in any marketing materials, pitch books, tombstone advertisements, case studies, press releases, or similar communications without the prior written consent of the Vehicle and Ironside. This restriction is important to protect Ironsid

Section 9 of the Engagement Letter provides that it shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. Section 10 provides that any dispute arising out of or relating to the Engagement Letter shall be resolved by binding arbitration administered by JAMS in New York, New York, in accordance with the JAMS Comprehensive Arbitration R

Section 11 of the Engagement Letter provides that neither party may assign its rights or obligations under the Engagement Letter without the prior written consent of the other party. C&H has no objection to this provision. It is a standard anti-assignment clause and protects the Vehicle and Ironside from the risk of Rivermark transferring its rights under the Engagement Letter to a third party without the Vehicle's c

1. The placement-agent fee of $1,050,000 is treated as an organizational expense of the Vehicle under both the Engagement Letter and the LP Agreement. The fee is allocable to the Vehicle's capital account and is not borne by Fund IV or its limited partners. This treatment is consistent with Section 4.01 of the LP Agreement and Section 3.2 of the Allocation Agreement.

2. The LP Agreement permits the general partner to engage placement agents on behalf of the Vehicle and to cause the Vehicle to pay placement-agent fees as organizational expenses, subject to the cap on organizational expenses set forth in Section 4.03 of the LP Agreement (aggregate cap of $2,500,000). The placement-agent fee of $1,050,000 is within this cap.

3. No inconsistencies have been identified between the terms of the Engagement Letter and the terms of the LP Agreement or the Allocation Agreement.

VIII. Summary of Recommendations The following is a consolidated summary of all recommendations set forth in this memorandum:

1. Fee Payment Timing: Confirm in the Engagement Letter that the placement-agent fee is payable only upon a successful first close of the Vehicle, and add affirmative "no additional fees" language providing that no additional fees, success bonuses, expense reimbursements, or other amounts are payable to Rivermark beyond the $1,050,000 placement-agent fee.

2. Tail Period: Negotiate a reduction of the Tail Period from 24 months to 12 months.

3. Ironside Carve-Out: Add a carve-out to the Tail Provision expressly providing that the tail does not apply to Ironside Capital Management LP or any of its affiliates.

4. Tail List: Require Rivermark to deliver a written tail list identifying covered investors upon termination of the Engagement Letter; limit the Tail Provision to investors identified on such list.

5. Indemnification Scope: Narrow the indemnification trigger from "arising out of or in connection with" to "directly arising out of" Rivermark's services, and add bad faith and material breach of the Engagement Letter to the exceptions from indemnification.

6. Indemnification Cap: Negotiate a cap on the Vehicle's aggregate indemnification exposure equal to the amount of fees paid to Rivermark ($1,050,000).

7. Indemnification Survival: Add a three (3)-year survival/sunset period for the Vehicle's indemnification obligations following termination of the Engagement Letter.

8. Contribution Standard: Modify the contribution clause from a relative-benefit standard to a relative-fault standard.

9. Procedural Protections: Add requirements for prompt written notice of indemnification claims, defense-control rights in favor of the Vehicle, and a requirement for Vehicle consent to any settlement.

10. Regulatory Verification: Independently verify Rivermark's broker-dealer registration with the SEC and FINRA membership status via BrokerCheck and SEC EDGAR prior to execution of the Engagement Letter.

11. AML / FCPA / OFAC Representations: Add affirmative representations and covenants from Rivermark regarding compliance with the Bank Secrecy Act and applicable AML regulations, the FCPA, and OFAC sanctions programs.

12. Pay-to-Play Representations: Add representations from Rivermark regarding compliance with pay-to-play restrictions and political contribution disclosure requirements under Rule 206(4)-5 and applicable state and local laws.

13. Sub-Placement Agents: Add a prohibition on the engagement of sub-placement agents without the prior written consent of the Vehicle and Ironside.

14. Exclusivity Limitation: Limit the exclusivity provision to the specific co-investment in Cascadia and confirm that it does not extend to any future co-investments between Ironside and Meridian.

15. Termination for Convenience: Modify the termination provisions to allow the Vehicle to terminate the Engagement Letter for convenience upon ten (10) days' prior written notice.

16. Name-Use / Tombstone Restriction: Add a provision requiring Rivermark to obtain the prior written consent of the Vehicle and Ironside before using their names, logos, or investment details in any marketing materials or tombstone advertisements.

17. Interim Injunctive Relief: Confirm that the arbitration clause permits either party to seek interim or provisional injunctive relief from a court of competent jurisdiction without waiving the right to arbitrate the underlying dispute.