Contract analysis

I. Executive Summary ICM Cascadia Co-Invest, LP was formed on July 22, 2022 as a Delaware limited partnership for the purpose of co-investing alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV") in the acquisition of 100% of the equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation that owns and operates a Pacific Northwest renewable-energy and water-infrastructure platform. The

II. Transaction Overview and Background A. The Co-Investment Vehicle ICM Cascadia Co-Invest, LP is a Delaware limited partnership formed for the sole purpose of participating in the acquisition of Cascadia alongside Fund IV. The Certificate of Limited Partnership was filed with the Delaware Secretary of State on July 22, 2022 (DE SOS File No. 7439218). The general partner of the Co-Invest Vehicle is Meridian Infrastr

III. Transaction Timeline and Key Events The following chronological summary sets forth the material events in the Transaction from engagement inception through the date of this letter. This timeline is intended to provide Ironside's leadership with a consolidated record of all significant milestones, regulatory actions, contractual developments, and strategic decisions across the life of the matter. A. Formation and

I. Recent Developments (June–November 2024) June 15, 2024: The FERC Section 203 approval (Docket No. EC22-143-000) lapsed. The original 18-month lapse period from the December 15, 2022 approval was extended by a FERC staff letter, but the extended deadline of June 15, 2024 passed without the Transaction having closed. A new FERC Section 203 application would be required in any reactivation scenario. June 30, 2024: Th

IV. Current Financial Exposure Summary This section provides a consolidated overview of Ironside's financial exposure in connection with the Co-Invest Vehicle as of the date of this letter. A. Capital Deployed Ironside's total capital called to date is $22,500,000, drawn in a single capital call on August 15, 2022. The proceeds were applied as follows: The current status of the called capital is mixed. The organizati

V. Regulatory Status This section summarizes the current status of the regulatory approvals required for the Transaction and the implications for any reactivation. A. FERC Section 203 The FERC Section 203 application was filed on October 19, 2022 (Docket No. EC22-143-000), seeking authorization for the indirect acquisition of certain FERC-jurisdictional hydroelectric assets held by Cascadia. Approval was received on

VI. Status of Key Contractual Arrangements This section provides a detailed assessment of the current status of each of the principal contractual arrangements relevant to the Transaction and the Co-Invest Vehicle. A. Equity Purchase Agreement The EPA was executed on September 15, 2022 and was subsequently amended three times: the First Amendment (November 22, 2022), the Second Amendment (March 15, 2023), and the Thir

VII. Concession Renegotiation and Tentative Framework A. Background The Bull Run Filtration Project concession is a 40-year water-treatment concession originally executed in approximately 2018 between Cascadia Renewables Holdings, Inc. and the Portland Metropolitan Water District. The concession is one of the three water-treatment concessions operated by Cascadia and is the single largest, generating annual revenue o

VIII. Analysis of Strategic Options C&H has identified four strategic options available to Ironside at this juncture. Each option is analyzed below in terms of its description, requirements, advantages, disadvantages, and key considerations. This analysis draws on and consolidates the more detailed analyses set forth in C&H's prior memoranda, including the Wind-Down Strategic Options Memo (July 22, 2024), the Reactiv

1. Regulatory refilings. A new FERC Section 203 application would need to be filed, as the prior approval lapsed on June 15, 2024. Based on prior experience with the original filing (October 2022 to December 2022), we estimate a timeline of 6 to 12 months for a new approval, depending on the scope of any intervening changes and whether the filing attracts intervenor participation. The OPUC proceedings (Docket No. UM-

2. New debt financing. A new debt commitment would need to be obtained from Atlas National Bank and Pinnacle Credit Partners LLC, or from alternative lenders. The terms, pricing, and structure of any new commitment would reflect current credit market conditions, which differ materially from those prevailing in August 2022. Interest rate levels have increased significantly since the original commitment, and credit spr

3. EPA reinstatement or replacement. The expired EPA would need to be reinstated through a Fourth Amendment, or a new EPA would need to be negotiated and executed. As discussed in Section VI.A above, the representations, warranties, disclosure schedules, and financial statements would need to be refreshed; the enterprise value and purchase price would need to be reassessed in light of the revised concession terms and

4. R&W insurance reactivation. Negotiations with Northgate Specialty would be required to reinstate the coverage period under the tolled R&W insurance policy. Northgate would likely require updated underwriting, including review of revised financial statements, disclosure schedules, and due-diligence materials. A premium adjustment is possible. The process of updating R&W coverage can typically be completed within 4

5. Co-Invest Vehicle governance updates. The capital-call suspension would need to be lifted, and a new capital call would likely be required to fund Ironside's share of reactivation expenses (regulatory filing fees, advisor fees, updated due diligence). If the economic terms of the co-investment change — for example, if the commitment size, carried interest, or preferred return are modified — an amendment to the LP

6. Due diligence refresh. Updated financial, legal, environmental, and regulatory diligence on Cascadia would be required to cover the period since the original diligence was completed in September 2022. This would include a review of FY 2022 and FY 2023 audited financial statements, interim 2024 financial performance, any changes to material contracts (including the revised concession terms), environmental complianc

1. Ironside delivers written notice to Meridian Infrastructure GP IV LLC electing wind-down of the Co-Invest Vehicle pursuant to Section 7.04(c) of the LP Agreement.

2. Upon receipt of the wind-down election notice, the GP is obligated to commence the orderly dissolution of ICM Cascadia Co-Invest, LP in accordance with the provisions of the LP Agreement and the Delaware Revised Uniform Limited Partnership Act.

3. The unfunded commitment of $277,500,000 is released, and Ironside's obligation to fund future capital calls terminates.

4. The GP oversees the distribution of remaining assets net of expenses and outstanding obligations. Remaining assets would include the balance of the working-capital reserve (less any amounts required to fund the costs of the wind-down process itself) and any recoverable deposits or other amounts.

5. The Mutual Standstill and Preservation Agreement would be terminated by Ironside on 30 days' prior written notice, in accordance with its terms.

6. Ironside and C&H would engage with Northgate Specialty to negotiate the return or partial refund of the $4,875,000 R&W insurance premium deposit. As noted, the amount of any refund is uncertain and subject to negotiation.

7. Upon completion of the dissolution, a Certificate of Cancellation would be filed with the Delaware Secretary of State. Final tax filings, including the final K-1, would be prepared and distributed. The registered agent (Cascade Systems) would be deregistered.

8. C&H would manage the orderly wind-down process on behalf of Ironside, including correspondence with BSP and the GP, coordination with Kendrick Thorne & Associates LLP on administrative matters, and oversight of the dissolution filings and final distributions. Advantages of Wind-Down • Eliminates Ironside's $277,500,000 unfunded commitment obligation, freeing committed capital for redeployment to other infrastructu