Contract analysis

I. Executive Summary This memorandum analyzes the final-form Mutual Standstill and Preservation Agreement (the "MSPA" or the "Agreement") currently scheduled for execution on or about February 15, 2024, among the parties to the Equity Purchase Agreement dated September 15, 2022, as amended (the "EPA"). We have reviewed the MSPA in its entirety, together with the underlying transactional documents, regulatory filings,

II. Background and Procedural Context A. Transaction Overview The transaction at issue involves the proposed acquisition of 100% of the outstanding equity interests of Cascadia Renewables Holdings, Inc. ("Cascadia" or the "Target"), an Oregon corporation that owns and operates a diversified portfolio of renewable energy and water infrastructure assets throughout the Pacific Northwest. Cascadia's asset base comprises

III. Parties to the MSPA The MSPA is entered into among the following parties, each of which is a signatory to the Agreement:

1. Cascadia Acquisition Corp., a Delaware corporation formed as the buyer entity for the purposes of the transaction, wholly owned by Fund IV and ICM Co-Invest in proportion to their respective equity commitments (71.43% and 28.57%, respectively). Cascadia Acquisition Corp. has had no material operations since its formation and serves solely as the acquisition vehicle.

2. Meridian Infrastructure Partners Fund IV, LP, a Delaware limited partnership, acting through its general partner, Meridian Infrastructure GP IV LLC, a Delaware limited liability company. The authorized representatives of Meridian Infrastructure GP IV LLC for purposes of the MSPA are David R. Hargreaves (Managing Partner), Lillian Fong (Partner, Infrastructure Investments), and Graham Whitfield (Partner, Legal & Co

3. ICM Cascadia Co-Invest, LP, a Delaware limited partnership formed as the co-investment vehicle for the transaction. Ironside Capital Management LP is the 99.99% limited partner of ICM Co-Invest. The general partner of ICM Co-Invest is Meridian Infrastructure GP IV LLC, acting in its capacity as general partner pursuant to the LP Agreement dated July 29, 2022.

4. Cascadia Renewables Holdings, Inc., an Oregon corporation and the Target of the proposed acquisition. Cascadia is represented for purposes of the MSPA by its Chief Executive Officer, Jonathan M. Weir, and its Chief Financial Officer, Sandra K. Llewellyn.

5. Timberline Growth Equity Fund III, LP, a Delaware limited partnership and the 62% majority selling shareholder of Cascadia. Timberline is managed by Timberline Capital Partners LLC, with Hugh Callister serving as Managing Partner.

6. Weir Family Trust, a trust organized under the laws of the State of Oregon, holding 18% of Cascadia's equity, with Jonathan M. Weir serving as trustee.

7. Management Rollover Participants, consisting of certain members of Cascadia's senior management team who hold, in the aggregate, 20% of Cascadia's equity. The management rollover participants are party to the MSPA collectively, pursuant to a joinder agreement executed by each participant and attached to the MSPA as Exhibit A. Each party's execution of the MSPA is subject to customary corporate and partnership auth

IV. Analysis of Key Provisions A. Standstill Period and Duration The MSPA establishes an initial standstill period of twelve (12) months from the date of execution. Assuming execution occurs as currently scheduled on February 15, 2024, the initial standstill period would run through approximately February 15, 2025. The Agreement provides for an automatic six-month extension of the standstill period if any party deliv

I. Representations and Warranties in the MSPA The MSPA contains a limited set of representations and warranties from each party, appropriate for an agreement of this nature: All Parties Represent. Each party to the MSPA represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (ii) it has full power and authority to execute, deli

V. Financial Exposure Summary During Standstill A. Capital Position of ICM Cascadia Co-Invest, LP The following table summarizes the current capital position of ICM Cascadia Co-Invest, LP as of the anticipated MSPA execution date: Capital calls have been suspended since January 9, 2023, pursuant to the GP's declaration of a Material Impediment Event and issuance of a capital-call suspension notice. The MSPA does not

VI. Interaction of MSPA with Other Key Agreements The MSPA is one of several interrelated agreements governing the transaction and the co-investment vehicle. This section analyzes the interaction between the MSPA and each of the other key agreements to identify any conflicts, gaps, or areas requiring clarification. A. LP Agreement of ICM Cascadia Co-Invest, LP As discussed at length in Section IV.F above, the MSPA ex