Contract analysis

I. Executive Summary We write to analyze the implications for ICM Cascadia Co-Invest, LP (the "Vehicle" or "ICM Co-Invest") of the proposed Second Amendment to the Equity Purchase Agreement (the "EPA"), which is expected to be executed by the parties thereto on or about March 15, 2023. As described in greater detail below, the Second Amendment will extend the outside date under the EPA from the current date of March

II. Background and Context A. Transaction Overview The underlying transaction involves the acquisition of 100% of the outstanding equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation headquartered at 1100 SW Sixth Avenue, Suite 1800, Portland, Oregon 97204. Cascadia is an integrated renewable energy and water infrastructure company operating primarily in the Pacific Northwest, with assets inc

III. Impact on Dormancy Period and Wind-Down Election Right A. Current Dormancy Timeline The dormancy period of the Vehicle commenced on January 9, 2023, when the GP issued the Capital Call Suspension Notice pursuant to Section 7.04 of the LP Agreement. As of the date of this memorandum, March 12, 2023, approximately 62 days of dormancy have elapsed. Under Section 7.04(c) of the LP Agreement, Ironside, as the holder

IV. Impact on Acquisition Financing Commitments A. Current Status of Debt Commitment The acquisition financing for the Cascadia transaction is governed by a debt commitment letter (the "Commitment Letter") executed on August 30, 2022, by Atlas National Bank, N.A. ("Atlas"), acting as lead arranger and administrative agent, with its principal office at 383 Madison Avenue, New York, New York 10179, and Pinnacle Credit

V. Impact on Representations & Warranties Insurance A. Current Policy Status In connection with the Cascadia acquisition, a representations and warranties insurance policy (the "R&W Policy") was bound on September 1, 2022, with Northgate Specialty Insurance Co. ("Northgate"), a Connecticut-domiciled specialty insurance carrier. The key terms of the R&W Policy are as follows: • Policy Number: NSW-RI-2022-09814 • Cover

VI. Impact on Regulatory Approvals A. FERC Section 203 Approval The acquisition of Cascadia requires prior approval of the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act, 16 U.S.C. § 824b, due to Cascadia's ownership of jurisdictional hydroelectric generation facilities. The relevant FERC application was filed on October 19, 2022, under FERC Docket Number EC22-143-000. FERC issued its

VII. Impact on Vehicle Financial Position A. Capital Called and Deployed As noted above, a single capital call of $22,500,000 was made on August 15, 2022. The proceeds of that capital call were applied as follows: The organizational expenses include formation costs for the Vehicle, legal fees associated with the preparation and negotiation of the LP Agreement and related documents, and initial Delaware filing and fra

VIII. Contractual Mechanics of the Second Amendment A. Parties to the Second Amendment The Second Amendment is an amendment to the EPA and, as such, will be executed by the parties to the EPA: the Selling Shareholders (Timberline Growth Equity Fund III, LP; the Weir Family Trust; and the Management Rollover Pool), Cascadia Renewables Holdings, Inc. (as the target company), and Cascadia Acquisition Corp. (as the buyer

IX. Ironside's Reservation of Rights Calderwood & Harkness's letter dated January 15, 2023, addressed to Breckenridge Sloane & Pratt LLP on behalf of Ironside, reserving all of Ironside's rights under the LP Agreement, the Side Letter, and the Co-Investment Allocation Agreement during the dormancy period, remains in full force and effect. That letter expressly preserved Ironside's rights with respect to, among other

X. Summary of Recommendations Based on the foregoing analysis, Calderwood & Harkness makes the following recommendations:

1. Non-Objection to Second Amendment. Ironside should provide its non-objection to the proposed Second Amendment extending the EPA outside date to June 30, 2023. The extension preserves transaction optionality at minimal incremental cost and does not adversely affect Ironside's contractual rights or the Vehicle's financial position. Calderwood & Harkness will prepare the non-objection letter for Ironside's review.

2. Financing Commitment Tracking. Ironside should request written confirmation from Meridian (transmitted through BSP) that Fund IV intends to seek an extension of the debt commitment letter (currently expiring April 30, 2023) to a date no earlier than June 30, 2023, that any extension fees will be borne exclusively by Fund IV, and that Meridian will promptly notify Ironside if the lenders decline to extend or propos

3. R&W Insurance Monitoring. Calderwood & Harkness will confirm with Northgate Specialty Insurance Co. that the Tolling Side Letter dated January 20, 2023 remains in full force and effect and that no additional premium is required during continued dormancy. We will report the results of this confirmation to Ironside.

4. Regulatory Monitoring. No action is required with respect to FERC, OPUC, or CFIUS as a result of the proposed outside date extension. Calderwood & Harkness will continue to monitor the FERC 18-month lapse date (approximately June 15, 2024) and will advise Ironside in advance of any required action.

5. Reservation of Rights. Any acknowledgment or non-objection letter issued by Ironside should include an express reservation of all Ironside rights under the LP Agreement, the Side Letter, and the Co-Investment Allocation Agreement, including the wind-down election right under Section 7.04(c) of the LP Agreement (trigger date: July 9, 2024). The reservation-of-rights language should be consistent with and cross-refe

6. GP Quarterly Reporting. Ironside should ensure that the GP's next quarterly report (Q1 2023, expected to be delivered by mid-April 2023) addresses in detail the current status of the concession renegotiation with the Portland Metropolitan Water District, the proposed outside date extension and its implications, and the timeline and status of the debt commitment extension negotiations with Atlas and Pinnacle. To th

7. Internal Calendar. Ironside's infrastructure investment team, led by Renata Obasi, should calendar and monitor the following key dates:

XI. Conclusion The proposed Second Amendment to the EPA, extending the outside date from March 31, 2023 to June 30, 2023, is, in Calderwood & Harkness's assessment, a reasonable and prudent measure that preserves the possibility of the Cascadia acquisition proceeding if the Bull Run Filtration Project concession renegotiation is resolved and the Material Impediment Event is cured. The extension is being sought by the