Contract analysis

I. Executive Summary This memorandum analyzes the implications for Ironside Capital Management LP ("Ironside" or "ICM"), in its capacity as the sole limited partner (holding a 99.99% economic interest, representing a $299,970,000 commitment) in ICM Cascadia Co-Invest, LP ("ICM Co-Invest" or the "Vehicle"), of a proposed First Amendment (the "First Amendment") to the Equity Purchase Agreement dated September 15, 2022

II. Background A. Transaction Overview The transaction at the center of this analysis involves the acquisition of 100% of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc. by Cascadia Acquisition Corp. (the "Buyer"), a newly formed Delaware corporation established as a special-purpose acquisition vehicle. The Buyer is jointly owned by Fund IV and ICM Co-Invest, with Fund IV holding a 7

III. Proposed First Amendment — Summary of Terms Based on our review of the term sheet circulated by BSP on November 17, 2022, and our subsequent discussions with Mr. Delacroix on November 18, 2022, the proposed First Amendment is expected to contain the following material terms. We note that a formal draft has not yet been circulated, and the final form may differ in certain respects from the summary below. A. Exten

IV. Impact on ICM Cascadia Co-Invest, LP A. LP Agreement Provisions A critical question for Ironside is whether the proposed outside date extension requires any action or consent on its part under the LP Agreement governing the Vehicle. GP Authority to Consent to EPA Amendments. The LP Agreement grants Meridian GP IV LLC, as general partner of the Vehicle, broad authority to manage the affairs of the Vehicle and to t

V. Impact on Financing Commitments A. Debt Commitment Letter Status The debt financing for the transaction is governed by a commitment letter (the "Commitment Letter") executed on August 30, 2022, by Atlas National Bank, N.A. ("Atlas"), as lead arranger and administrative agent, and Pinnacle Credit Partners LLC ("Pinnacle"), as co-lender. The Commitment Letter provides for: • A senior secured term loan in the aggrega

VI. Regulatory Timeline Implications A. FERC §203 Approval The application for approval under Section 203 of the Federal Power Act, 16 U.S.C. § 824b, was filed with the Federal Energy Regulatory Commission ("FERC") on October 19, 2022. The application was assigned Docket No. EC22-143-000 and seeks FERC authorization for the change in control of Cascadia's FERC-jurisdictional hydroelectric generation assets resulting

VII. Analysis of Concession Renegotiation Impact on Closing Conditions A. No-MAE Closing Condition The EPA contains a closing condition (Section 8.02(a)) requiring that no Material Adverse Effect shall have occurred with respect to Cascadia since the signing date. The definition of "Material Adverse Effect" in the EPA is detailed and includes carve-outs for changes attributable to general economic conditions, industr

VIII. Ironside Strategic Considerations A. Arguments in Favor of Supporting the Extension Based on our analysis, there are compelling reasons for Ironside to support the First Amendment and the extension of the outside date to March 31, 2023:

1. Attractive Underlying Asset Base. The Cascadia portfolio — comprising 14 hydroelectric generation facilities, 6 wind farms, and 3 water-treatment concessions across Oregon, Washington, and Idaho — remains a highly attractive infrastructure investment. The portfolio benefits from long-duration, contracted revenue streams with a weighted-average remaining contractual life of approximately 22 years, providing substan

2. Concession Renegotiation Is Limited in Scope. The concession renegotiation affects only one of Cascadia's three water-treatment concessions, representing approximately $64 million in annual revenue out of a total of $487 million (approximately 13.1%). While the Bull Run Concession is a meaningful contributor to Cascadia's revenue profile, it is not the dominant revenue driver, and the renegotiation may ultimately

3. Preservation of Favorable Financing Terms. The acquisition financing provided by Atlas National Bank and Pinnacle Credit Partners, committed in August 2022, reflects favorable credit market conditions. The $975 million senior secured term loan and $150 million revolving credit facility were committed at pricing and terms that may not be available if the transaction were terminated and subsequently relaunched. Give

4. Protection of Sunk Costs. Ironside has already deployed $22,500,000 in capital call proceeds, including $285,000 in organizational expenses, $1,050,000 in placement-agent fees, $4,875,000 in R&W insurance premium, $12,790,000 in due-diligence costs and deposits, and $3,500,000 in working-capital reserves. If the EPA is terminated without the transaction closing, a significant portion of these costs — particularly