Contract analysis

Section 1.1 Subscription and Capital Commitment. (a) The Subscriber hereby irrevocably subscribes for a limited partner interest in the Partnership (the "Limited Partner Interest") and commits to contribute capital to the Partnership in the aggregate amount of Two Hundred Ninety-Nine Million Nine Hundred Seventy Thousand Dollars ($299,970,000) (the "Capital Commitment"), representing a ninety-nine and ninety-nine hun

Section 1.2 Acceptance of Subscription. (a) This subscription is subject to acceptance by the General Partner in its sole and absolute discretion. The General Partner shall have no obligation to accept this subscription, in whole or in part, and may reject it for any reason or for no reason at all. (b) Upon acceptance of this subscription by the General Partner, the General Partner shall countersign this Agreement, a

Section 1.3 Admission as Limited Partner. (a) Upon acceptance of this subscription by the General Partner, the Subscriber shall become a Limited Partner of the Partnership and shall be bound by all of the terms, conditions, provisions, and obligations of (i) the LP Agreement, (ii) the Side Letter dated as of July 29, 2022, by and between the Subscriber and the General Partner (the "Side Letter"), and (iii) this Agree

Section 1.4 Partnership Terms. (a) Management Fee. No management fee shall be payable by the Partnership to the General Partner or any of its affiliates, as set forth in the Side Letter. (b) Carried Interest. The General Partner shall be entitled to a carried interest equal to ten percent (10%) of net profits of the Partnership allocated to the Limited Partner in excess of an eight percent (8%) per annum preferred re

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER The Subscriber hereby represents and warrants to the Partnership and the General Partner as of the date hereof and as of the date of each Capital Call, as follows:

Section 2.1 Organization and Authority. (a) The Subscriber is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the full legal right, power, capacity, and authority to execute, deliver, and perform this Agreement and to make the Capital Commitment set forth herein. (b) The execution, delivery, and performance of this Agreement by the Subscrib

Section 2.2 No Conflicts. The execution, delivery, and performance of this Agreement by the Subscriber, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of the Subscriber's agreement of limited partnership, certificate of limited partnership, or any other organizational or governing document of the Subscriber, (b) violate any law, stat

Section 2.3 Accredited Investor Status. (a) The Subscriber represents and warrants that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (b) Without limiting the generality of the foregoing, the Subscriber qualifies as an accredited investor on the basis that (i) it is an entity in which all of the eq

Section 2.4 Qualified Purchaser Status. (a) The Subscriber represents and warrants that it is a "qualified purchaser" as such term is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations promulgated thereunder. (b) Without limiting the foregoing, the Subscriber represents that it owns not less than Twenty-Five Million Dollars ($25,000,000) in "i

Section 2.5 Qualified Eligible Person. The Subscriber represents and warrants that it is a "qualified eligible person" as such term is defined in Rule 4.7 of the Commodity Futures Trading Commission (the "CFTC"), to the extent applicable. The Subscriber acknowledges that this representation is made for the purpose of enabling the General Partner and any commodity pool operator or commodity trading advisor associated

Section 2.6 Investment Intent. (a) The Subscriber is acquiring the Limited Partner Interest solely for its own account, for investment purposes only, and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. The Subscriber does not presently have any contract, undertaking, agreement, or arrangement with any person to sell, transfer,

Section 2.7 Sophistication and Experience. (a) The Subscriber, by reason of its business and financial experience, and the business and financial experience of those persons retained by the Subscriber to advise it with respect to its investment in the Partnership, has such knowledge, sophistication, and experience in financial, tax, and business matters as to be capable of evaluating the merits and risks of an invest

Section 2.8 Ability to Bear Loss; Liquidity. (a) The Subscriber is financially able to bear the economic risk of its investment in the Partnership for an indefinite period of time, including the risk of a total loss of such investment, and has no need for liquidity with respect to its investment in the Partnership. (b) The Subscriber has adequate means of providing for its current needs and contingent financial oblig

Section 2.9 No Government Plan / ERISA Representations. (a) The Subscriber represents and warrants that (i) it is not an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not subject to the provisions of Title I of ERISA, (ii) it is not a "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (t

Section 2.10 Registered Investment Adviser. (a) The Subscriber represents and warrants that it is duly registered as an investment adviser with the U.S. Securities and Exchange Commission (the "SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and that such registration is in full force and effect. (b) The Subscriber's founder and Chief Investment Officer is Marcus J. Calloway. The Sub

Section 2.11 Anti-Money Laundering and OFAC Representations. The Subscriber represents and warrants as follows: (a) Neither the Subscriber nor, to the Subscriber's knowledge, any of its direct or indirect beneficial owners, partners, officers, directors, managers, or controlling persons (collectively, "Related Persons") is a person or entity (i) named on the List of Specially Designated Nationals and blocked Persons

Section 2.12 Tax Representations. (a) The Subscriber represents and warrants that it is a "United States person" within the meaning of Section 7701(a)(30) of the Code and will provide to the Partnership a properly completed and executed Internal Revenue Service Form W-9 (or any successor form) promptly upon request. (b) The Subscriber acknowledges that it will receive a Schedule K-1 (Form 1065) from the Partnership's

Section 2.13 No Reliance on General Partner or Placement Agent. (a) The Subscriber has not relied upon the General Partner, Meridian Infrastructure Partners LP, Rivermark Capital Markets Inc. (the "Placement Agent"), or any of their respective affiliates, officers, directors, managers, employees, agents, advisors, or representatives in making its investment decision with respect to the Partnership. The Subscriber has

Section 2.14 No Brokers. The Subscriber has not engaged, retained, or authorized any broker, dealer, finder, commission agent, or other intermediary in connection with the Subscriber's subscription for the Limited Partner Interest and its investment in the Partnership, other than Rivermark Capital Markets Inc. in its capacity as placement agent for the Partnership, and the Subscriber is not aware of any claims for br

Section 2.15 Binding Commitment. The Subscriber understands and acknowledges that the Capital Commitment is binding and irrevocable upon acceptance of this subscription by the General Partner, subject to and in accordance with the terms of the LP Agreement, including the capital-call suspension provisions of Section 7.04 thereof and the wind-down provisions of Section 7.04(c) thereof. The Subscriber further acknowled

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER The General Partner hereby represents and warrants to the Subscriber as of the date hereof as follows:

Section 3.1 Organization and Authority. (a) The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the full legal right, power, capacity, and authority to execute, deliver, and perform this Agreement on behalf of itself and on behalf of the Partnership in its capacity as general partner thereof. (b) The execution, deli

Section 3.2 Formation of Partnership. (a) The Partnership has been duly formed as a limited partnership under the laws of the State of Delaware by the filing of the Certificate of Limited Partnership with the Secretary of State of the State of Delaware on July 22, 2022, under File Number 7439218. (b) The Partnership has been assigned Employer Identification Number 88-3921457 by the Internal Revenue Service. (c) The P

Section 3.3 No Conflicts. The execution, delivery, and performance of this Agreement by the General Partner, on its own behalf and on behalf of the Partnership, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of the operating agreement or certificate of formation of the General Partner or the LP Agreement or the certificate of limited

Section 3.4 LP Agreement. (a) The LP Agreement has been duly authorized, executed, and delivered by the General Partner and is in full force and effect as of the date hereof. (b) The General Partner has provided, or caused to be provided, to the Subscriber a true, correct, and complete copy of the LP Agreement, including all schedules and exhibits thereto. There are no amendments, modifications, or supplements to the

Section 3.5 Purpose of Partnership. (a) The sole and exclusive purpose of the Partnership is to co-invest alongside Fund IV in the acquisition of one hundred percent (100%) of the issued and outstanding equity of Cascadia Renewables Holdings, Inc. through Cascadia Acquisition Corp., and to engage in all activities incidental or ancillary thereto, including the holding, management, and disposition of such investment a

ARTICLE IV ADDITIONAL COVENANTS OF THE SUBSCRIBER

Section 4.1 Capital Calls. (a) The Subscriber covenants and agrees to fund its pro rata share of each Capital Call made by the General Partner in accordance with Section 4.01 of the LP Agreement, promptly upon receipt of a Capital Call Notice and within the time period specified therein. Each Capital Call Notice shall specify the aggregate amount being called from all partners, the Subscriber's pro rata share thereof

Section 4.2 Default. If the Subscriber fails to fund all or any portion of any Capital Call within the time period required under the LP Agreement, the Subscriber shall be in default (a "Defaulting Limited Partner"), and the default remedies set forth in the LP Agreement shall apply. Such default remedies include, without limitation, (a) forfeiture of up to fifty percent (50%) of the Subscriber's then-existing intere

Section 4.3 Transfer Restrictions. (a) The Subscriber shall not sell, transfer, assign, pledge, hypothecate, encumber, or otherwise dispose of all or any part of its Limited Partner Interest, or any interest therein, except in strict compliance with the provisions of the LP Agreement governing transfers and applicable federal and state securities laws. (b) Any purported sale, transfer, assignment, pledge, hypothecati

Section 4.4 Confidentiality. (a) The Subscriber agrees to treat as confidential and to maintain the confidentiality of all non-public information relating to the Partnership, the General Partner, the Target, the proposed acquisition, the LP Agreement, the Side Letter, this Agreement, and the terms and conditions thereof (collectively, "Confidential Information"), and shall not disclose, publish, or otherwise dissemin

Section 4.5 Further Assurances. The Subscriber agrees to execute and deliver such additional documents, instruments, agreements, and certificates, and to take such further actions, as may be reasonably requested by the General Partner from time to time to carry out the purposes and intent of this Agreement and the LP Agreement, to evidence the Subscriber's Capital Commitment and Limited Partner Interest, and to consu

Section 4.6 Notification of Changes. The Subscriber agrees to promptly notify the General Partner in writing of (a) any material change in any of the representations, warranties, or certifications made by the Subscriber in this Agreement or in the Investor Questionnaire/Certification attached hereto as Exhibit C, (b) any change in the Subscriber's legal name, organizational form, jurisdiction of organization, princip

Section 5.1 Subscriber Indemnification. The Subscriber agrees to indemnify, defend, and hold harmless the Partnership, the General Partner, and their respective affiliates, members, partners, officers, directors, managers, employees, agents, advisors, and representatives (each, an "Indemnified Person") from and against any and all losses, claims, demands, damages, liabilities, costs, and expenses (including, without

Section 5.2 Survival. All representations, warranties, covenants, and agreements of the Subscriber set forth in this Agreement (including the representations, warranties, and certifications set forth in the Investor Questionnaire/Certification attached hereto as Exhibit C) shall survive the execution and delivery of this Agreement, the admission of the Subscriber as a Limited Partner of the Partnership, and the fundi

Section 6.1 Governing Law. This Agreement and the rights, obligations, and liabilities of the Parties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of

Section 6.2 Dispute Resolution. Any dispute, controversy, claim, or disagreement arising out of, relating to, or in connection with this Agreement, including any dispute regarding its existence, validity, interpretation, performance, breach, or termination, shall be resolved in accordance with the dispute resolution provisions set forth in the LP Agreement, which are hereby incorporated by reference as though fully s

Section 6.3 Entire Agreement. This Agreement, together with the LP Agreement, the Side Letter dated as of July 29, 2022, and the Co-Investment Allocation Agreement dated as of July 29, 2022, by and among Meridian Infrastructure Partners LP, Meridian Infrastructure Partners Fund IV, LP, Meridian Infrastructure GP IV LLC, and the Subscriber (the "Co-Investment Allocation Agreement"), and all schedules and exhibits atta

Section 6.4 Amendment. This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by each of the Parties hereto. No oral agreement, understanding, or course of dealing shall constitute or be deemed to constitute an amendment, modification, or supplement to this Agreement.

Section 6.5 Severability. If any provision of this Agreement, or the application of any such provision to any person, entity, or circumstance, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement or the application of such

Section 6.6 Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) transmission), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (.pdf) transmis

Section 6.7 Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) one (1) business day after being sent by nationally recognized overnight courier service, (c) upon confirmation of receipt when sent by email (provided that a copy is

Section 6.8 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, obligations, or interests hereunder may be assigned by any Party without the prior written consent of the other Parties, except as expressly provided in the LP Agreement with respect to permitted tran

Section 6.9 No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person, entity, or group of persons or entities, other than the Parties hereto and their respective permitted successors and assigns, any rights, remedies, obli

Section 6.10 Waiver. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement, and no course of dealing between or among the Parties, shall operate as a waiver of any such right, power, or remedy. No single or partial exercise of any right, power, or remedy under this Agreement by any Party shall preclude any other or further exercise thereof or the exercise of any other right,