Contract analysis

I. Executive Summary and Purpose This memorandum updates our prior tax structuring analysis dated July 15, 2022, as well as the supplemental K-1 review memoranda prepared in connection with the federal and state partnership tax returns of ICM Cascadia Co-Invest, LP (the "Vehicle") for tax years 2022 and 2023 (dated March 17, 2023, and March 22, 2024, respectively). We have prepared this updated analysis at the reques

II. Background: Vehicle Structure and Tax Classification A. Entity Overview ICM Cascadia Co-Invest, LP is a Delaware limited partnership formed on July 22, 2022, pursuant to a Certificate of Limited Partnership filed with the Delaware Secretary of State (File No. 7439218) and the LP Agreement entered into as of the same date. The Vehicle was organized for the specific purpose of co-investing alongside Fund IV in the

III. Federal Income Tax Analysis — Scenario A: Reactivation A. Treatment of Vehicle as Continuing Partnership If Ironside determines to pursue the Reactivation Scenario, the Vehicle would continue in existence as a partnership for federal income tax purposes. The resumption of active operations and the deployment of capital toward the Cascadia acquisition would not constitute a termination or deemed termination of th

IV. Federal Income Tax Analysis — Scenario B: Wind-Down and Liquidation A. Triggering the Wind-Down Under Section 7.04(c) of the LP Agreement, Ironside, as the sole limited partner holding more than 50% of the limited partnership interests, has the right to elect a wind-down of the Vehicle if the Vehicle has been dormant for a continuous period of 18 months or more. The dormancy period began on January 9, 2023, and t

V. State and Local Tax Considerations A. Delaware. ICM Cascadia Co-Invest, LP is a Delaware limited partnership and is therefore subject to Delaware's annual franchise tax, which is $300 per year for a limited partnership. Delaware does not impose an income tax on partnership income or loss, and accordingly, the Vehicle's income, deductions, and losses are not subject to Delaware income tax at the entity level. Simil

VI. UBTI Analysis (Update) Our original ERISA and benefit plan investor analysis memorandum dated July 27, 2022, confirmed that the Vehicle is not subject to the plan-asset rules under ERISA and the Department of Labor's regulations thereunder (29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA), based on the Vehicle's investment structure and the composition of its investors. That conclusion remains unchan

VII. Carried Interest and IRC §1061 Implications The Vehicle's LP Agreement provides for a carried interest allocation of 10% to Meridian GP above an 8% preferred return to Ironside (compounded quarterly). As noted in Section III.C above, this carried interest constitutes an "applicable partnership interest" within the meaning of IRC §1061. Under IRC §1061(a), if a taxpayer holds an applicable partnership interest, t

VIII. R&W Insurance Policy — Tax Treatment Under Each Scenario The Vehicle's representations-and-warranties insurance policy (Policy No. NSW-RI-2022-09814) was issued by Northgate Specialty Insurance Co., a Connecticut-domiciled insurer, with a coverage limit of $195 million (representing 10% of the $1,950,000,000 enterprise value of Cascadia). The premium deposit of $4,875,000 (reflecting a 2.5% premium rate on the