Contract analysis

I. Executive Summary This memorandum analyzes the contractual right of Ironside Capital Management LP ("Ironside" or the "LP") under Section 7.04(c) of the Amended and Restated Limited Partnership Agreement, dated July 29, 2022 (the "LP Agreement"), of ICM Cascadia Co-Invest, LP (the "Vehicle"), to elect a wind-down of the Vehicle following eighteen (18) continuous months of dormancy. The LP Agreement governs the rig

II. Background and Factual Context A. The Co-Investment Vehicle ICM Cascadia Co-Invest, LP (the "Vehicle") is a Delaware limited partnership formed on July 22, 2022 pursuant to a Certificate of Limited Partnership filed with the Delaware Secretary of State (DE SOS File No. 7439218). The Vehicle bears Employer Identification Number 88-3921457 for federal tax reporting purposes. The Vehicle was formed as a single-asset

III. Textual Analysis of LP Agreement §7.04 — Material Impediment Events and Dormancy

Section 7.04 of the LP Agreement establishes a comprehensive framework governing the GP's authority to declare a Material Impediment Event, the consequences of such a declaration for the operation of the Vehicle, and the LP's contractual remedies in the event of prolonged dormancy. This Section of the memorandum analyzes each relevant subsection of §7.04 in turn. A. §7.04(a) — Declaration of Material Impediment Event

Section 7.04(a) of the LP Agreement defines a "Material Impediment Event" as the occurrence of any of the following circumstances: (a) the failure, or the reasonably expected failure, of a condition precedent to the closing of the transaction contemplated by the LP Agreement (i.e., the acquisition of the Target), where such failure is not reasonably likely to be cured within ninety (90) days of the date on which the

Section 7.04(c) is the central provision at issue in this memorandum. It establishes the LP's right to elect a wind-down of the Vehicle in the event of prolonged dormancy. The key elements of the provision are as follows: Trigger. The wind-down election right arises if dormancy continues for eighteen (18) or more consecutive months following the date of the Capital Call Suspension Notice issued by the GP under §7.04(

§7.04(d) — GP's Right to Cure or Rescind. Section 7.04(d) of the LP Agreement provides that the GP may, at any time, rescind the Material Impediment Event declaration by delivering written notice to the LP. Upon rescission, dormancy is lifted, capital-call and investment activity may resume, and the 18-month clock under §7.04(c) resets. Critically, if the GP rescinds the Material Impediment Event declaration before t

IV. Calculation of the 18-Month Trigger Date The calculation of the 18-month trigger date is straightforward but warrants explicit confirmation to avoid any ambiguity. Starting Date. The Capital Call Suspension Notice was issued by the GP on January 9, 2023. This is the date from which the 18-month dormancy period is measured under §7.04(c). Method of Calculation. Section 12.01 of the LP Agreement contains general in

V. Procedural Requirements and Notice Mechanics A. Form of Notice

Section 7.04(c) requires that the LP deliver "written notice" of its wind-down election to the GP. The general notice provisions of the LP Agreement, set forth in Section 12.02, specify the permissible methods and addresses for delivery of notices under the LP Agreement. Section 12.02 provides that all notices required or permitted under the LP Agreement must be in writing and must be delivered by one of the followin

VI. Consequences of Exercising the Wind-Down Election A. Wind-Down Procedures Under §7.05

Section 7.05 of the LP Agreement governs the orderly wind-down and dissolution of the Vehicle. Upon receipt of the LP's wind-down election notice delivered pursuant to §7.04(c), the GP is obligated to commence an orderly wind-down of the Vehicle. The wind-down process under §7.05 includes the following steps: (i) Cessation of Investment Activity. All investment activity of the Vehicle must cease. In the present case,

VII. Consequences of Not Exercising (or Deferring) the Wind-Down Election Ironside is not obligated to exercise the wind-down election on or promptly after July 9, 2024. Deferral of the election is a permissible course of action, and Ironside may wish to consider the relative advantages and disadvantages of prompt exercise versus deferral in light of the current factual circumstances. A. Continued Dormancy If Ironsid

VIII. Interaction with Side Letter and Other Agreements A. Side Letter (July 29, 2022) The Side Letter executed between the GP and Ironside on July 29, 2022 supplements the LP Agreement with respect to certain terms applicable to Ironside's investment in the Vehicle. The Side Letter confirms, among other things, that no management fee is charged on the co-investment and that Ironside is entitled to enhanced reporting

IX. Recommendations and Next Steps Based on the foregoing analysis, Calderwood & Harkness recommends the following next steps:

1. Timing Decision. Ironside should determine, as promptly as practicable, whether it intends to exercise the wind-down election on or shortly after July 9, 2024 or to defer the exercise pending further developments regarding the tentative concession framework and Meridian's reactivation feasibility assessment (expected September 1, 2024). The decision involves a balancing of competing considerations: prompt exercise