1023-00001 · Ironside Capital Management LP · Capital Calls

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 125 Broad Street, 44th Floor New York, NY 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

August 12, 2022

MEMORANDUM

To: Ironside Capital Management LP

Attention: Renata Obasi, Senior Managing Director, Infrastructure

cc: Marcus J. Calloway, Founder & Chief Investment Officer

From: Theresa Kim, Lead Associate, Funds & Asset Management

Reviewed by: Pamela Cross, Responsible Partner, Funds & Asset Management

Re: Review of Capital Call Notice #1 — Compliance with Limited Partnership Agreement §4.01

Matter Number: 1023-00001

Billing Partner: Nicholas Stern

I. Executive Summary

The purpose of this memorandum is to analyze Capital Call Notice #1 (the "Notice") issued by Meridian Infrastructure GP IV LLC (the "GP" or "Meridian"), in its capacity as general partner, to Ironside Capital Management LP ("Ironside" or the "LP") in connection with ICM Cascadia Co-Invest, LP (the "Vehicle" or the "Co-Invest"), EIN 88-3921457, Delaware Secretary of State File Number 7439218. This memorandum sets forth our review of the Notice against the requirements of Section 4.01 of the Amended and Restated Agreement of Limited Partnership of the Vehicle, dated as of July 29, 2022 (the "LP Agreement"), and provides our recommendation as to whether Ironside should fund the capital call in the ordinary course.

Capital Call Notice #1 is dated August 15, 2022. We note that this memorandum has been prepared in advance of the formal issuance date, based on a draft of the Notice circulated by the GP to Ironside for review on August 9, 2022. We have been informed by counsel to Meridian that the final form of the Notice will be issued on August 15, 2022 and will be substantively identical to the draft reviewed herein. Should any material changes be made to the Notice between the date of this memorandum and the formal issuance date, Calderwood & Harkness LLP ("C&H" or "we") will issue a supplemental memorandum addressing such changes.

The aggregate amount of Capital Call Notice #1 is $22,500,000, representing 7.5% of the total committed capital of $300,000,000. The proceeds are to be applied toward organizational expenses, placement-agent fees, representations and warranties insurance premium deposits, due-diligence costs and deposits, and working-capital reserves — all of which fall within the enumerated permitted purposes set forth in Section 4.01(a) of the LP Agreement.

Overall Conclusion. Based on our review, Capital Call Notice #1, in the form reviewed, complies in all material respects with the requirements of Section 4.01 of the LP Agreement. Each of the mandatory specifications required by Section 4.01(b) — aggregate amount, pro rata allocation, stated purposes, Funding Date, and wire transfer instructions — is present and properly calculated. The ten (10) business day notice period mandated by Section 4.01(c) is satisfied. The aggregate call amount does not exceed the LP's Unfunded Commitment, as required by Section 4.01(d). All stated uses of proceeds are permitted purposes under Section 4.01(a).

Recommendation. C&H recommends that Ironside approve and fund the capital call in the amount of $22,500,000 (of which $22,497,750 represents the LP's pro rata share) in accordance with the wire instructions to be provided under separate cover letter dated August 14, 2022, on or before the Funding Date of August 29, 2022.

II. Background

A. The Co-Investment Vehicle

ICM Cascadia Co-Invest, LP was formed as a Delaware limited partnership for the purpose of co-investing alongside Meridian Infrastructure Partners Fund IV, LP in the acquisition of Cascadia Renewables Holdings, Inc. The Certificate of Limited Partnership was filed with the Delaware Secretary of State on July 22, 2022, and the Vehicle was assigned Delaware Secretary of State File Number 7439218. The LP Agreement was executed on July 29, 2022 at the first close of the Vehicle.

The Vehicle's registered agent in the State of Delaware is Cascade Systems, located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Vehicle's principal office is located at the offices of Meridian Infrastructure GP IV LLC, 399 Park Avenue, 28th Floor, New York, New York 10022.

The partnership interests in the Vehicle are held as follows:

Meridian Infrastructure GP IV LLC is a Delaware limited liability company organized and managed by affiliates of Meridian Capital Group, a global infrastructure-focused private equity platform. As General Partner, Meridian GP IV LLC has sole authority and responsibility for the management, operation, and investment activities of the Vehicle, subject to the terms and conditions of the LP Agreement.

Ironside Capital Management LP is a Delaware limited partnership and registered investment adviser under the Investment Advisers Act of 1940, as amended. Ironside serves as discretionary investment manager for several institutional clients and has committed to the Vehicle on a discretionary basis on behalf of certain managed accounts and commingled fund vehicles within its infrastructure allocation program. All references to "Ironside" in this memorandum refer to Ironside Capital Management LP in its capacity as the sole limited partner of the Vehicle.

B. The Underlying Transaction

The Vehicle was organized to co-invest alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV"), a $6.2 billion infrastructure-focused private equity fund (vintage 2021), in the acquisition of 100% of the outstanding equity of Cascadia Renewables Holdings, Inc. ("Cascadia" or the "Target"), an Oregon corporation headquartered at 1100 SW Sixth Avenue, Suite 1800, Portland, Oregon 97204.

Cascadia is a diversified renewable energy and infrastructure platform operating across the Pacific Northwest, with a portfolio comprising approximately 2.4 GW of installed generation capacity across wind, solar, and small-scale hydroelectric assets, as well as associated transmission infrastructure and long-term power purchase agreements. The company was founded in 2008 and has been owned since 2015 by a consortium of institutional investors led by Pacific Ridge Energy Partners.

The acquisition is to be effected through Cascadia Acquisition Corp., a newly formed Delaware corporation organized as a wholly owned subsidiary of Fund IV and the Co-Invest. Cascadia Acquisition Corp. will serve as the acquisition vehicle and will merge with and into Cascadia at closing, with Cascadia surviving as a wholly owned subsidiary of Fund IV and the Co-Invest (subject to the allocation percentages described below).

The key financial parameters of the transaction, as described in the Confidential Information Memorandum dated May 2022 prepared by Pinnacle Capital Markets and as reflected in the term sheet agreed between Meridian and the selling consortium, are as follows:

• Aggregate Enterprise Value: $1,950,000,000

• FY 2021 EBITDA: $138,000,000 (as reported; before adjustments)

• Implied EV/EBITDA Multiple: Approximately 14.1x

• Net Debt at Cascadia (estimated at closing): Approximately $900,000,000

• Implied Equity Value: $1,050,000,000 ($1,950,000,000 less approximately $900,000,000 in net debt)

The total equity required to fund the acquisition is $1,050,000,000, which is to be provided by Fund IV and the Co-Invest in the following proportions:

We note that the Equity Purchase Agreement among Cascadia Acquisition Corp., the selling consortium, and the Target had not been executed as of the date of this memorandum. Based on our discussions with Breckenridge Sloane & Pratt LLP ("Breckenridge"), counsel to Meridian in connection with the acquisition, execution of the Equity Purchase Agreement was anticipated on or about September 15, 2022. We understand that the Equity Purchase Agreement was in fact executed on September 15, 2022, and we will review the executed agreement separately in connection with our analysis of the subsequent equity-funding capital call.

C. Co-Investment Economics

The co-investment economics applicable to Ironside's participation in the Vehicle are governed by the LP Agreement and the Side Letter dated July 29, 2022 between Ironside and Meridian GP IV LLC (the "Side Letter"). The key economic terms are as follows:

Management Fee. Pursuant to the Side Letter, no management fee is payable by Ironside or the Vehicle to Meridian GP IV LLC or any of its affiliates. This is consistent with market practice for institutional co-investments of this nature and scale, where the co-investor has been offered the opportunity to participate on a "no-fee, reduced-carry" basis.

Carried Interest. Meridian GP IV LLC is entitled to receive carried interest equal to 10% of net profits distributed to the LP, subject to (i) an 8% preferred return, compounded quarterly, on the LP's contributed capital, and (ii) a 100% general partner catch-up until the GP has received its proportionate share of carried interest. The carried interest waterfall is set forth in Section 5.03 of the LP Agreement. The 10% carried interest rate represents a meaningful discount to the 20% carried interest applicable to Fund IV limited partners under the Fund IV limited partnership agreement, reflecting the co-investment nature of the arrangement and Ironside's negotiated terms.

Co-Investment Allocation Agreement. The Co-Investment Allocation Agreement dated July 29, 2022 (the "Allocation Agreement") between Fund IV and the Vehicle governs the allocation of the co-investment opportunity between the two vehicles, including the relative proportions of equity funding, the sharing of transaction costs, and the coordination of capital calls and distributions. The Allocation Agreement is discussed further in Section V.B below.

III. Requirements of LP Agreement §4.01

A. Overview of §4.01 Provisions

Section 4.01 of the LP Agreement establishes the framework pursuant to which the GP may call capital from the partners. The relevant provisions are summarized below:

Section 4.01(a) — Authority to Issue Capital Calls. Section 4.01(a) provides that the GP has the authority to issue capital calls from time to time to fund the Vehicle's share of the acquisition, organizational expenses, and other costs and expenses of the Vehicle. The GP's discretion under this provision is broad, extending to "any purpose reasonably determined by the General Partner to be necessary or advisable in connection with the Partnership's investment program." This language affords the GP significant latitude in determining when and for what purposes capital calls may be issued, subject to the procedural requirements of Sections 4.01(b) through 4.01(e) and the aggregate cap set forth in Section 4.01(d).

Section 4.01(b) — Capital Call Notice Requirements. Each capital call must be made by written notice (defined in the LP Agreement as a "Capital Call Notice") delivered to each Limited Partner. The Capital Call Notice must specify five mandatory elements:

(i) the aggregate amount of the capital call;

(ii) the amount payable by each Limited Partner, calculated on a pro rata basis in accordance with each Limited Partner's Commitment Percentage (as defined in Section 1.01 of the LP Agreement);

(iii) the purpose or purposes for which the called capital will be used;

(iv) the date on which funds are due (the "Funding Date"); and

(v) wire transfer instructions for the Vehicle's account to which the called capital is to be transmitted.

Section 4.01(c) — Minimum Notice Period. The Funding Date specified in any Capital Call Notice must be no earlier than ten (10) business days after delivery of the Capital Call Notice. For purposes of the LP Agreement, "business day" is defined in Section 1.01 as any day other than a Saturday, Sunday, or a day on which banking institutions in New York, New York are authorized or required by law or executive order to remain closed.

Section 4.01(d) — Aggregate Cap on Capital Calls. Capital calls may not exceed, in the aggregate, a Limited Partner's total Unfunded Commitment. "Unfunded Commitment" is defined in Section 1.01 as, with respect to any partner, the difference between such partner's Capital Commitment and the aggregate amount of capital contributions previously made by such partner to the Vehicle.

Section 4.01(e) — Application of Proceeds. Proceeds of each capital call must be applied solely for the purposes specified in the Capital Call Notice. This provision imposes a use-of-proceeds restriction that operates on a call-by-call basis, requiring the GP to designate specific purposes at the time of each call and to apply the proceeds accordingly.

B. Permitted Purposes Under §4.01(a)

Section 4.01(a) enumerates the following categories of permitted purposes for which capital calls may be issued:

1. To fund the Vehicle's pro rata share of the equity required to consummate the acquisition of Cascadia (including any purchase-price adjustments, working-capital true-ups, or post-closing payments);

2. To pay organizational expenses of the Vehicle, including legal fees, filing fees, accounting and tax preparation costs, and other expenses incurred in connection with the formation and organization of the Vehicle;

3. To pay placement-agent fees, insurance premiums, advisory fees, and other transaction costs incurred in connection with the acquisition;

4. To fund working-capital reserves and other ongoing operating expenses of the Vehicle, including fund administration fees, registered-agent fees, Delaware franchise tax, and general and administrative expenses; and

5. Any other purpose reasonably determined by the GP to be necessary or advisable in connection with the Vehicle's investment program.

As discussed in Section IV.D below, each of the stated purposes in Capital Call Notice #1 falls squarely within one or more of these enumerated categories.

IV. Analysis of Capital Call Notice #1

A. Form and Delivery

Capital Call Notice #1 is in writing, as required by Section 4.01(b) of the LP Agreement. The Notice is presented on the letterhead of Meridian Infrastructure GP IV LLC and is addressed to Ironside Capital Management LP at its principal office at 590 Madison Avenue, 38th Floor, New York, New York 10022, which is the address for notice purposes set forth in Schedule A to the LP Agreement.

The Notice is issued by Meridian Infrastructure GP IV LLC in its capacity as General Partner of ICM Cascadia Co-Invest, LP. It is signed by David R. Hargreaves, Managing Partner of the GP. We have confirmed that Mr. Hargreaves is an authorized signatory of the GP for purposes of issuing Capital Call Notices. The Certificate of Formation of Meridian Infrastructure GP IV LLC, as amended, designates Mr. Hargreaves as a "Manager" with authority to execute documents and instruments on behalf of the company in connection with the management and operation of the co-investment vehicles managed by Meridian, including the Vehicle. Additionally, we reviewed the incumbency certificate delivered at the first close on July 29, 2022, which confirms Mr. Hargreaves' authority in this regard.

The Notice is formatted as a formal business letter and includes all of the mandatory specifications required by Section 4.01(b), as analyzed in detail in Sections IV.B through IV.F below. We are satisfied that the written notice requirement of Section 4.01(b) has been met.

We note that the LP Agreement does not specify a particular method of delivery for Capital Call Notices (e.g., hand delivery, overnight courier, electronic mail, or registered mail). Section 12.01 of the LP Agreement, which contains the general notice provisions, provides that all notices and communications required or permitted under the LP Agreement shall be in writing and shall be deemed given when (a) delivered personally, (b) sent by overnight courier (with confirmation of delivery), (c) sent by electronic mail (with confirmation of receipt), or (d) three (3) business days after being sent by registered or certified mail (return receipt requested, postage prepaid). The GP has indicated that the final Notice will be delivered to Ironside by both electronic mail and overnight courier on August 15, 2022. This method of delivery is consistent with Section 12.01.

B. Aggregate Amount

The aggregate capital call amount specified in the Notice is $22,500,000. This amount represents 7.5% of the total committed capital of the Vehicle ($300,000,000).

As of the date of this memorandum, the Vehicle has not previously drawn any capital from its partners. No prior capital calls have been issued by the GP, and no capital contributions have been made by Ironside or by the GP. Accordingly, the entire $300,000,000 of committed capital constitutes the "Unfunded Commitment" of the partners as of the date of the Notice, calculated as follows:

After giving effect to Capital Call Notice #1, the remaining aggregate Unfunded Commitment will be $277,500,000. The aggregate capital call amount of $22,500,000 does not exceed the aggregate Unfunded Commitment of $300,000,000, and accordingly, compliance with Section 4.01(d) is confirmed.

C. Pro Rata Calculation

Under Section 4.01(b)(ii) of the LP Agreement, each Capital Call Notice must specify the amount payable by each Limited Partner, calculated on a pro rata basis in accordance with each partner's "Commitment Percentage" as defined in Section 1.01 and set forth in Schedule A to the LP Agreement.

The Commitment Percentages are as follows:

• Ironside Capital Management LP (Limited Partner): 99.99%

• Meridian Infrastructure GP IV LLC (General Partner): 0.01%

Applying these Commitment Percentages to the aggregate capital call amount of $22,500,000:

• Ironside (LP) share: $22,500,000 × 99.99% = $22,497,750.00

• Meridian GP IV LLC (GP) share: $22,500,000 × 0.01% = $2,250.00

• Total: $22,497,750.00 + $2,250.00 = $22,500,000.00

The Capital Call Notice correctly reflects these allocations. The pro rata calculation is mathematically accurate, and the LP and GP portions sum to the aggregate call amount without discrepancy.

We note, for the avoidance of any confusion, that the Capital Call Notice references the gross call amount of $22,500,000 as the amount "due from the Limited Partner." This is because, as is customary in single-LP co-investment vehicles, the GP's de minimis share ($2,250) is funded separately by the GP through a direct capital contribution to the Vehicle's account, rather than through the Capital Call Notice mechanism. This approach is consistent with the LP Agreement, which provides at Section 4.01(f) that "the General Partner shall contribute its pro rata share of each capital call contemporaneously with or prior to the Funding Date, and such contribution need not be made pursuant to a formal Capital Call Notice." We have confirmed this understanding with Breckenridge Sloane & Pratt LLP, counsel to Meridian, through a telephone conference with Charles A. Delacroix, the lead partner at Breckenridge responsible for this matter, on August 10, 2022.

D. Stated Purposes and Permitted Use of Proceeds

Section 4.01(b)(iii) requires that each Capital Call Notice specify the purpose or purposes for which the called capital will be used. Section 4.01(e) further requires that proceeds of each capital call be applied solely for the purposes specified in the Notice. Accordingly, the specificity and permissibility of the stated purposes are critical compliance elements.

Capital Call Notice #1 specifies the following uses of proceeds, which we analyze below in relation to the permitted purposes enumerated in Section 4.01(a):

1. Organizational Expenses — $285,000

The Notice allocates $285,000 to organizational expenses of the Vehicle. This amount covers legal fees incurred in connection with the formation and organization of the Vehicle (including the negotiation and drafting of the LP Agreement, Side Letter, and Allocation Agreement), filing fees paid to the Delaware Secretary of State, accounting and tax setup costs (including establishment of the Vehicle's federal employer identification number and state tax registrations), and related administrative expenses.

This purpose falls squarely within Section 4.01(a), which expressly permits capital calls to "pay organizational expenses of the Partnership." We have reviewed the breakdown of organizational expenses provided to us by Kendrick Thorne & Associates LLP, the Vehicle's fund administrator, and have confirmed that the $285,000 figure is reasonable and consistent with the actual and estimated expenses incurred in connection with the Vehicle's formation.

2. Placement-Agent Fee (Rivermark Capital Markets Inc.) — $1,050,000

The Notice allocates $1,050,000 to the payment of a placement-agent fee to Rivermark Capital Markets Inc. ("Rivermark"). This amount represents 0.35% of the $300,000,000 of committed capital, which is the fee rate specified in the Placement Agent Agreement dated July 1, 2022 among Meridian GP IV LLC, the Vehicle, and Rivermark (the "Placement Agent Agreement").

We reviewed the Placement Agent Agreement in our memorandum to Ironside dated July 18, 2022 (Matter No. 1023-00001, Sub-File 003), and concluded at that time that its terms were consistent with market practice and acceptable to Ironside. The placement-agent fee was earned and became due and payable at the first close of the Vehicle on July 29, 2022, in accordance with Section 3(a) of the Placement Agent Agreement.

Payment of placement-agent fees is expressly permitted under Section 4.01(a) of the LP Agreement. We are satisfied that this line item is a proper use of called capital.

3. R&W Insurance Premium Deposit (Northgate Specialty Insurance Co.) — $4,875,000

The Notice allocates $4,875,000 to the payment of a deposit on the premium for a representations and warranties insurance policy (the "R&W Policy") to be issued by Northgate Specialty Insurance Co. ("Northgate"), Policy No. NSW-RI-2022-09814. The R&W Policy provides coverage with a limit of $195,000,000, representing approximately 10% of the enterprise value of $1,950,000,000. The premium rate is 2.5% of the coverage limit ($195,000,000 × 2.5% = $4,875,000).

The R&W Policy is to be bound on September 1, 2022 in connection with the execution of the Equity Purchase Agreement. The deposit is payable to Northgate in advance of binding to secure the policy and lock in the quoted premium. The Vehicle and Fund IV will share the R&W insurance costs pro rata based on their respective equity commitments; the $4,875,000 allocated in the Notice represents the Vehicle's 28.57% share of the aggregate premium (aggregate premium of approximately $17,062,500, of which $4,875,000 is attributable to the Co-Invest).

Insurance premiums are expressly included within the permitted purposes under Section 4.01(a), which authorizes capital calls to pay "insurance premiums... and other transaction costs incurred in connection with the Acquisition." We are satisfied that this line item is a proper use of called capital.

4. Due-Diligence Costs and Deposits — $12,790,000

The Notice allocates $12,790,000 to due-diligence costs and deposits incurred in connection with the acquisition of Cascadia. This is the largest single line item in the capital call and encompasses the following categories of expenses, as described in the supporting schedule attached to the Notice:

• Legal advisory fees: Fees payable to Breckenridge Sloane & Pratt LLP (counsel to Meridian), Whitmore Sack & Farrell LLP (regulatory counsel), and other law firms engaged in connection with the acquisition, including antitrust review, environmental regulatory analysis, FERC and state public utility commission filings, and real property due diligence.

• Accounting and tax advisory fees: Fees payable to Severin Beck CPAs LLP in connection with the financial and tax due diligence of Cascadia, including quality of earnings analysis, working-capital analysis, and tax structure review.

• Environmental consulting fees: Fees payable to Clearwater Environmental Consulting Inc. in connection with Phase I and Phase II environmental site assessments of Cascadia's generation and transmission facilities.

• Technical advisory fees: Fees payable to Pemberton Advisors in connection with independent engineer reports on Cascadia's generation assets, including resource assessment, equipment condition surveys, and remaining useful life analyses.

• Deposits: Amounts payable as deposits or earnest money in connection with the acquisition, including a break-fee deposit required under the exclusivity arrangement with the selling consortium.

All of these costs and expenses fall within the permitted purposes under Section 4.01(a), which authorizes capital calls to fund "advisory fees, and other transaction costs incurred in connection with the Acquisition" as well as "due-diligence costs and deposits." We have reviewed the supporting schedule of due-diligence costs provided by the GP and have confirmed that the individual line items sum to $12,790,000 and that each item is of a type customarily incurred in transactions of this nature and scale.

We note that the due-diligence costs are shared between Fund IV and the Co-Invest in accordance with the Allocation Agreement. The $12,790,000 allocated in the Notice represents the Vehicle's 28.57% share of aggregate due-diligence costs and deposits of approximately $44,766,000, which is consistent with the allocation methodology set forth in Section 3.02 of the Allocation Agreement.

5. Working-Capital Reserve — $3,500,000

The Notice allocates $3,500,000 to a working-capital reserve for the Vehicle. This reserve is intended to cover the ongoing operating expenses of the Vehicle from the first close through the anticipated closing of the acquisition, including:

• Fund administration fees payable to Kendrick Thorne & Associates LLP;

• Registered agent fees payable to Cascade Systems;

• Delaware franchise tax;

• Annual audit fees;

• Bank account maintenance and treasury management fees;

• D&O and E&O insurance premiums for the GP;

• General and administrative expenses; and

• A contingency reserve for unanticipated expenses.

Working-capital reserves are expressly included within the permitted purposes under Section 4.01(a), which authorizes capital calls to "fund working-capital reserves and other operating expenses of the Partnership." We are satisfied that the $3,500,000 working-capital reserve is reasonable given the anticipated duration of the pre-closing period (estimated at approximately four to six months based on the current transaction timeline) and the categories of operating expenses to be funded from the reserve.

Summary Reconciliation. The following table summarizes the stated purposes and amounts, confirms compliance with Section 4.01(a), and demonstrates that the individual line items reconcile to the aggregate capital call amount:

The sum of the individual line items is $285,000 + $1,050,000 + $4,875,000 + $12,790,000 + $3,500,000 = $22,500,000, which reconciles exactly to the aggregate capital call amount stated in the Notice. The specificity requirement of Section 4.01(b)(iii) is therefore satisfied, as the Notice identifies specific purposes and allocates specific dollar amounts to each purpose, and the amounts sum to the total without any unexplained residual or unallocated balance.

E. Funding Date and Notice Period

Capital Call Notice #1 is to be formally issued on August 15, 2022. The specified Funding Date is August 29, 2022, which is a Monday.

Section 4.01(c) of the LP Agreement requires that the Funding Date be no earlier than ten (10) business days after delivery of the Capital Call Notice. For purposes of this calculation, the date of delivery (August 15, 2022, a Monday) is treated as "Day 0" — that is, the ten business day count begins on the first business day following delivery. This interpretation is consistent with Section 1.01 of the LP Agreement, which provides that, for purposes of computing any period of time specified in the LP Agreement, "the day of the act, event, or default from which the designated period of time begins to run shall not be included."

The business day calculation is as follows:

We have confirmed that no federal holidays fall within the period from August 15, 2022 through August 29, 2022. The next federal holiday following the Notice delivery date is Labor Day, September 5, 2022, which falls after the Funding Date. Accordingly, all weekdays within the calculation period are business days for purposes of the LP Agreement.

The Funding Date of August 29, 2022 falls on the tenth (10th) business day after delivery of the Capital Call Notice. This satisfies the minimum notice period requirement of Section 4.01(c).

We note that Ironside has informally indicated to Meridian, through discussions between Ms. Obasi and representatives of the GP, its willingness to fund on an expedited basis should the transaction timeline require earlier funding. However, the formal notice period as set forth in the Notice complies with the LP Agreement as drafted, and no expedited funding is being requested by the GP at this time. Should expedited funding be requested in the future, we recommend that any such arrangement be documented in writing to preserve the parties' respective rights under the LP Agreement.

F. Wire Transfer Instructions

The Capital Call Notice includes wire transfer instructions for the Vehicle's account, as required by Section 4.01(b)(v). The wire instructions specify the following:

• Receiving Bank: Atlas National Bank, N.A.

• Bank Address: 383 Madison Avenue, New York, New York 10179

• ABA Routing Number: [Provided in Notice — omitted from this memorandum for security purposes]

• Account Name: ICM Cascadia Co-Invest, LP

• Account Number: [Provided in Notice — omitted from this memorandum for security purposes]

• Reference: Capital Call Notice #1 / Ironside Capital Management LP

C&H is providing the complete wire transfer instructions, including account number and ABA routing number, to Ironside under cover of a separate letter dated August 14, 2022. The separate letter will include dual-verification contact information at Atlas National Bank, N.A. and at Kendrick Thorne & Associates LLP (as fund administrator) for Ironside's internal wire-verification procedures.

The inclusion of wire transfer instructions in the Capital Call Notice satisfies Section 4.01(b)(v) of the LP Agreement.

V. Additional Compliance Considerations

A. Side Letter Provisions

We have reviewed the Side Letter dated July 29, 2022 between Ironside and Meridian GP IV LLC to determine whether it imposes any additional conditions on capital calls beyond those set forth in the LP Agreement. Our review confirms that the Side Letter does not modify, restrict, or impose additional procedural requirements on the GP's authority to issue capital calls or on the mechanics of the capital call process.

The principal provisions of the Side Letter relate to the following:

Management Fee Waiver. The Side Letter confirms that no management fee is payable by Ironside or the Vehicle to the GP or its affiliates. Capital Call Notice #1 does not include any management fee component among the stated uses of proceeds. This is consistent with the Side Letter and the LP Agreement.

Enhanced Reporting. The Side Letter entitles Ironside to certain enhanced reporting, including quarterly NAV statements, annual audited financial statements (to be delivered no later than 90 days after fiscal year-end), and ad hoc updates regarding material developments affecting the investment. These reporting obligations are ongoing and do not affect the mechanics of capital calls.

Most Favored Nation. The Side Letter contains a most-favored-nation provision requiring the GP to offer Ironside the benefit of any more favorable terms granted to any other co-investor in the Vehicle. Because Ironside is the sole limited partner, this provision is currently inapplicable.

Transfer Restrictions. The Side Letter does not modify the transfer restrictions set forth in Section 9.01 of the LP Agreement, and transfer restrictions do not bear on the analysis of capital call compliance.

In summary, the Side Letter does not impose any additional conditions or requirements that affect the validity or compliance of Capital Call Notice #1.

B. Co-Investment Allocation Agreement

The Co-Investment Allocation Agreement dated July 29, 2022 between Fund IV and the Vehicle (the "Allocation Agreement") governs the allocation of the co-investment between the two vehicles. The Allocation Agreement addresses, among other things, the relative proportions of equity funding, the sharing of transaction costs and expenses, the coordination of capital calls and distributions, and the governance and decision-making protocols applicable to the co-investment.

We note that Capital Call Notice #1 is for pre-closing expenses and working capital. It does not fund any portion of the equity consideration for the acquisition of Cascadia. Accordingly, no allocation issues under the Allocation Agreement arise at this stage, as the allocation provisions of the Allocation Agreement principally govern the division of the equity investment and the sharing of transaction-level economics (including purchase-price adjustments, indemnification claims, and exit proceeds).

The sharing of pre-closing costs (such as due-diligence costs, insurance premiums, and organizational expenses) between Fund IV and the Co-Invest is addressed in Section 3.02 of the Allocation Agreement, which provides that such costs shall be shared pro rata based on each vehicle's percentage of the total equity commitment. As noted in Section IV.D above, the allocations of due-diligence costs and R&W insurance premiums reflected in the Notice are consistent with the 28.57% allocation applicable to the Co-Invest under Section 3.02 of the Allocation Agreement.

The equity-funding capital call for the acquisition closing — which we anticipate will comprise substantially all of the remaining $277,500,000 of Unfunded Commitment — will require separate and more detailed analysis for compliance with both the LP Agreement and the Allocation Agreement. We will prepare a separate memorandum in connection with that capital call when the GP circulates the applicable Capital Call Notice.

C. Default Provisions

Although not directly relevant to the compliance analysis of Capital Call Notice #1 itself, we wish to draw Ironside's attention to the default provisions set forth in Section 4.02 of the LP Agreement, which will be triggered if Ironside fails to timely fund the capital call.

Section 4.02 provides that failure by a Limited Partner to fund a capital call within five (5) business days after the Funding Date constitutes a "Funding Default." A Funding Default triggers the following consequences:

(i) Dilution. The defaulting Limited Partner's percentage interest in the Vehicle shall be reduced by an amount equal to 50% of the defaulted amount. For example, if Ironside were to default on the full $22,497,750 LP share of Capital Call Notice #1, Ironside's interest would be diluted by an amount corresponding to $11,248,875 (50% of the defaulted amount), resulting in a significant and punitive reduction in Ironside's economic interest in the Vehicle.

(ii) Substitution Right. The GP shall have the right, but not the obligation, to admit one or more substitute limited partners to the Vehicle to fund the defaulted amount, with such substitute limited partners receiving a percentage interest corresponding to the defaulted amount (including the dilution penalty described above).

(iii) Acceleration. The GP shall have the right to accelerate its authority to call additional capital from the non-defaulting partners (or from substitute limited partners admitted under clause (ii) above) to the extent necessary to fund the Vehicle's commitments and obligations.

These default provisions are standard for co-investment vehicles of this type and are designed to protect the GP and the Vehicle against the adverse consequences of a funding shortfall. We do not anticipate any funding difficulties on Ironside's part; however, given the severity of the consequences of a Funding Default, we recommend that Ironside take the following precautionary steps:

1. Calendar the Funding Date of August 29, 2022 and set an internal reminder no later than August 24, 2022 (the Wednesday prior to the Funding Date) to initiate wire transfer processing.

2. Ensure that Ironside's treasury and operations teams have received the wire transfer instructions (to be delivered under separate cover on August 14, 2022) and have completed any required internal verification and approval procedures.

3. Confirm with Ironside's custodian bank that sufficient funds will be available in the relevant account on or before the Funding Date.

4. Following execution of the wire transfer, obtain confirmation of receipt from Kendrick Thorne & Associates LLP (the Vehicle's fund administrator) to ensure that the capital contribution has been properly credited.

The five (5) business day grace period following the Funding Date means that Ironside would not technically be in Funding Default until September 6, 2022 (the Tuesday following Labor Day, which is the fifth business day after August 29, 2022). However, we strongly recommend that Ironside target the Funding Date itself — August 29, 2022 — for completion of the wire transfer, rather than relying on the grace period.

VI. Conclusion and Recommendation

Based on our review of Capital Call Notice #1, in the draft form circulated by the GP on August 9, 2022, we conclude that the Notice complies with the requirements of Section 4.01 of the LP Agreement in all material respects. Specifically:

1. Written Form and Proper Issuance (§4.01(b)). The Notice is in writing, issued by the GP in its capacity as General Partner of the Vehicle, and signed by an authorized representative of the GP. The Notice is addressed to Ironside at its address for notice purposes as set forth in Schedule A to the LP Agreement.

2. Specification of Required Elements (§4.01(b)(i)–(v)). The Notice specifies (i) the aggregate capital call amount of $22,500,000; (ii) the amount payable by the LP ($22,497,750, based on a 99.99% Commitment Percentage); (iii) the purposes for which the called capital will be used, with specific dollar amounts allocated to each purpose; (iv) the Funding Date of August 29, 2022; and (v) wire transfer instructions for the Vehicle's account at Atlas National Bank, N.A.

3. Ten (10) Business Day Notice Period (§4.01(c)). The Funding Date of August 29, 2022 is the tenth business day following the delivery date of August 15, 2022, satisfying the minimum notice period requirement.

4. Call Amount Within Unfunded Commitment Ceiling (§4.01(d)). The aggregate capital call amount of $22,500,000 does not exceed the aggregate Unfunded Commitment of $300,000,000 (no prior capital calls having been issued).

5. Permitted Purposes (§4.01(a)). All five stated purposes — organizational expenses, placement-agent fee, R&W insurance premium deposit, due-diligence costs and deposits, and working-capital reserve — are permitted purposes under Section 4.01(a).

6. Reconciliation of Line Items. The individual line-item amounts sum exactly to the aggregate capital call amount of $22,500,000, with no unexplained residual or unallocated balance.

We have also confirmed that the Side Letter does not impose any additional conditions on capital calls that are not satisfied, and that the cost allocations reflected in the Notice are consistent with the Allocation Agreement.

Recommendation. C&H recommends that Ironside approve and fund Capital Call Notice #1 in the amount of $22,500,000 (LP share: $22,497,750) on or before the Funding Date of August 29, 2022. C&H will transmit wire transfer instructions to Ironside under separate cover letter dated August 14, 2022, including dual-verification contact information for Ironside's internal wire-processing protocols.

Following the Funding Date, C&H will confirm receipt of funds with Kendrick Thorne & Associates LLP (fund administrator) and will notify Ironside upon confirmation that the capital contribution has been properly credited to the Vehicle's account.

Should the final form of the Capital Call Notice, upon formal issuance on August 15, 2022, contain any material deviations from the draft reviewed herein, C&H will promptly advise Ironside and issue a supplemental memorandum as necessary.

We are available to discuss this memorandum and its conclusions at your convenience. Please do not hesitate to contact Theresa Kim at (212) 558-4217 or Pamela Cross at (212) 558-4103 with any questions.

VII. Attachments / Enclosures

The following attachments are enclosed with this memorandum for reference:

Attachment A: Draft Capital Call Notice #1 (as circulated by Meridian Infrastructure GP IV LLC on August 9, 2022 for review) — 3 pages

Attachment B: Relevant excerpts from LP Agreement §4.01 (Capital Calls) and §4.02 (Funding Defaults), as executed July 29, 2022 — 5 pages

Attachment C: Capital call proceeds waterfall — tabular reconciliation of the $22,500,000 aggregate call amount to stated uses of proceeds, including supporting detail by expense category — 2 pages

[Remainder of page intentionally left blank]

Calderwood & Harkness LLP Matter No. 1023-00001

This memorandum is a privileged and confidential attorney-client communication and attorney work product prepared by Calderwood & Harkness LLP at the request of Ironside Capital Management LP. It is intended solely for the use of Ironside Capital Management LP and its authorized officers, directors, and advisors in connection with the matters described herein. This memorandum should not be disclosed, distributed, or made available to any third party without the prior written consent of Calderwood & Harkness LLP. Any unauthorized disclosure may result in a waiver of the attorney-client privilege and work-product protection that attaches to this memorandum and the information contained herein.

The analysis and conclusions set forth in this memorandum are based on our review of the documents and information described herein, including the draft Capital Call Notice #1 circulated by the GP on August 9, 2022, the LP Agreement, the Side Letter, the Allocation Agreement, and related transaction documents. Our analysis is subject to the assumptions and qualifications described herein, and we express no opinion as to any matters not expressly addressed in this memorandum. This memorandum does not constitute legal advice as to any matter other than the compliance of Capital Call Notice #1 with Section 4.01 of the LP Agreement, and should not be relied upon for any other purpose.

Partner	Type	Commitment	Commitment %
Meridian Infrastructure GP IV LLC	General Partner	$30,000	0.01%
Ironside Capital Management LP	Limited Partner	$299,970,000	99.99%
Total	$300,000,000	100.00%
Equity Source	Amount	% of Total Equity
Meridian Infrastructure Partners Fund IV, LP	$750,000,000	71.43%
ICM Cascadia Co-Invest, LP	$300,000,000	28.57%
Total Equity	$1,050,000,000	100.00%
Ironside (LP)	Meridian GP IV LLC (GP)	Total
Capital Commitment	$299,970,000	$30,000	$300,000,000
Prior Capital Contributions	$0	$0	$0
Unfunded Commitment (Pre-Call)	$299,970,000	$30,000	$300,000,000
Capital Call #1	($22,497,750)	($2,250)	($22,500,000)
Unfunded Commitment (Post-Call)	$277,472,250	$27,750	$277,500,000
Purpose	Amount	LP Agreement §4.01(a) Reference	Compliance
Organizational expenses	$285,000	Organizational expenses	Permitted
Placement-agent fee (Rivermark Capital Markets Inc.)	$1,050,000	Placement-agent fees	Permitted
R&W insurance premium deposit (Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814)	$4,875,000	Insurance premiums; transaction costs	Permitted
Due-diligence costs and deposits	$12,790,000	Advisory fees; transaction costs; deposits	Permitted
Working-capital reserve	$3,500,000	Working-capital reserves; operating expenses	Permitted
Total	$22,500,000	All purposes permitted
Business Day Count	Calendar Date	Day of Week	Notes
Day 0 (Delivery)	August 15, 2022	Monday	Not counted
Day 1	August 16, 2022	Tuesday
Day 2	August 17, 2022	Wednesday

Day 3	August 18, 2022	Thursday
Day 4	August 19, 2022	Friday
—	August 20, 2022	Saturday	Weekend — not a business day
—	August 21, 2022	Sunday	Weekend — not a business day
Day 5	August 22, 2022	Monday
Day 6	August 23, 2022	Tuesday
Day 7	August 24, 2022	Wednesday
Day 8	August 25, 2022	Thursday
Day 9	August 26, 2022	Friday
—	August 27, 2022	Saturday	Weekend — not a business day
—	August 28, 2022	Sunday	Weekend — not a business day
Day 10	August 29, 2022	Monday	Funding Date

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 125 Broad Street, 44th Floor New York, NY 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
August 12, 2022
MEMORANDUM
To: Ironside Capital Management LP
Attention: Renata Obasi, Senior Managing Director, Infrastructure
cc: Marcus J. Calloway, Founder & Chief Investment Officer
From: Theresa Kim, Lead Associate, Funds & Asset Management
Reviewed by: Pamela Cross, Responsible Partner, Funds & Asset Management
Re: Review of Capital Call Notice #1 — Compliance with Limited Partnership Agreement §4.01
Matter Number: 1023-00001
Billing Partner: Nicholas Stern
I. Executive Summary
The purpose of this memorandum is to analyze Capital Call Notice #1 (the "Notice") issued by Meridian Infrastructure GP IV LLC (the "GP" or "Meridian"), in its capacity as general partner, to Ironside Capital Management LP ("Ironside" or the "LP") in connection with ICM Cascadia Co-Invest, LP (the "Vehicle" or the "Co-Invest"), EIN 88-3921457, Delaware Secretary of State File Number 7439218. This memorandum sets forth our review of the Notice against the requirements of Section 4.01 of the Amended and Restated Agreement of Limited Partnership of the Vehicle, dated as of July 29, 2022 (the "LP Agreement"), and provides our recommendation as to whether Ironside should fund the capital call in the ordinary course.
Capital Call Notice #1 is dated August 15, 2022. We note that this memorandum has been prepared in advance of the formal issuance date, based on a draft of the Notice circulated by the GP to Ironside for review on August 9, 2022. We have been informed by counsel to Meridian that the final form of the Notice will be issued on August 15, 2022 and will be substantively identical to the draft reviewed herein. Should any material changes be made to the Notice between the date of this memorandum and the formal issuance date, Calderwood & Harkness LLP ("C&H" or "we") will issue a supplemental memorandum addressing such changes.
The aggregate amount of Capital Call Notice #1 is $22,500,000, representing 7.5% of the total committed capital of $300,000,000. The proceeds are to be applied toward organizational expenses, placement-agent fees, representations and warranties insurance premium deposits, due-diligence costs and deposits, and working-capital reserves — all of which fall within the enumerated permitted purposes set forth in Section 4.01(a) of the LP Agreement.
Overall Conclusion. Based on our review, Capital Call Notice #1, in the form reviewed, complies in all material respects with the requirements of Section 4.01 of the LP Agreement. Each of the mandatory specifications required by Section 4.01(b) — aggregate amount, pro rata allocation, stated purposes, Funding Date, and wire transfer instructions — is present and properly calculated. The ten (10) business day notice period mandated by Section 4.01(c) is satisfied. The aggregate call amount does not exceed the LP's Unfunded Commitment, as required by Section 4.01(d). All stated uses of proceeds are permitted purposes under Section 4.01(a).
Recommendation. C&H recommends that Ironside approve and fund the capital call in the amount of $22,500,000 (of which $22,497,750 represents the LP's pro rata share) in accordance with the wire instructions to be provided under separate cover letter dated August 14, 2022, on or before the Funding Date of August 29, 2022.
II. Background
A. The Co-Investment Vehicle
ICM Cascadia Co-Invest, LP was formed as a Delaware limited partnership for the purpose of co-investing alongside Meridian Infrastructure Partners Fund IV, LP in the acquisition of Cascadia Renewables Holdings, Inc. The Certificate of Limited Partnership was filed with the Delaware Secretary of State on July 22, 2022, and the Vehicle was assigned Delaware Secretary of State File Number 7439218. The LP Agreement was executed on July 29, 2022 at the first close of the Vehicle.
The Vehicle's registered agent in the State of Delaware is Cascade Systems, located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Vehicle's principal office is located at the offices of Meridian Infrastructure GP IV LLC, 399 Park Avenue, 28th Floor, New York, New York 10022.
The partnership interests in the Vehicle are held as follows:
Meridian Infrastructure GP IV LLC is a Delaware limited liability company organized and managed by affiliates of Meridian Capital Group, a global infrastructure-focused private equity platform. As General Partner, Meridian GP IV LLC has sole authority and responsibility for the management, operation, and investment activities of the Vehicle, subject to the terms and conditions of the LP Agreement.
Ironside Capital Management LP is a Delaware limited partnership and registered investment adviser under the Investment Advisers Act of 1940, as amended. Ironside serves as discretionary investment manager for several institutional clients and has committed to the Vehicle on a discretionary basis on behalf of certain managed accounts and commingled fund vehicles within its infrastructure allocation program. All references to "Ironside" in this memorandum refer to Ironside Capital Management LP in its capacity as the sole limited partner of the Vehicle.
B. The Underlying Transaction
The Vehicle was organized to co-invest alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV"), a $6.2 billion infrastructure-focused private equity fund (vintage 2021), in the acquisition of 100% of the outstanding equity of Cascadia Renewables Holdings, Inc. ("Cascadia" or the "Target"), an Oregon corporation headquartered at 1100 SW Sixth Avenue, Suite 1800, Portland, Oregon 97204.
Cascadia is a diversified renewable energy and infrastructure platform operating across the Pacific Northwest, with a portfolio comprising approximately 2.4 GW of installed generation capacity across wind, solar, and small-scale hydroelectric assets, as well as associated transmission infrastructure and long-term power purchase agreements. The company was founded in 2008 and has been owned since 2015 by a consortium of institutional investors led by Pacific Ridge Energy Partners.
The acquisition is to be effected through Cascadia Acquisition Corp., a newly formed Delaware corporation organized as a wholly owned subsidiary of Fund IV and the Co-Invest. Cascadia Acquisition Corp. will serve as the acquisition vehicle and will merge with and into Cascadia at closing, with Cascadia surviving as a wholly owned subsidiary of Fund IV and the Co-Invest (subject to the allocation percentages described below).
The key financial parameters of the transaction, as described in the Confidential Information Memorandum dated May 2022 prepared by Pinnacle Capital Markets and as reflected in the term sheet agreed between Meridian and the selling consortium, are as follows:
•  Aggregate Enterprise Value: $1,950,000,000
•  FY 2021 EBITDA: $138,000,000 (as reported; before adjustments)
•  Implied EV/EBITDA Multiple: Approximately 14.1x
•  Net Debt at Cascadia (estimated at closing): Approximately $900,000,000
•  Implied Equity Value: $1,050,000,000 ($1,950,000,000 less approximately $900,000,000 in net debt)
The total equity required to fund the acquisition is $1,050,000,000, which is to be provided by Fund IV and the Co-Invest in the following proportions:
We note that the Equity Purchase Agreement among Cascadia Acquisition Corp., the selling consortium, and the Target had not been executed as of the date of this memorandum. Based on our discussions with Breckenridge Sloane & Pratt LLP ("Breckenridge"), counsel to Meridian in connection with the acquisition, execution of the Equity Purchase Agreement was anticipated on or about September 15, 2022. We understand that the Equity Purchase Agreement was in fact executed on September 15, 2022, and we will review the executed agreement separately in connection with our analysis of the subsequent equity-funding capital call.
C. Co-Investment Economics
The co-investment economics applicable to Ironside's participation in the Vehicle are governed by the LP Agreement and the Side Letter dated July 29, 2022 between Ironside and Meridian GP IV LLC (the "Side Letter"). The key economic terms are as follows:
Management Fee. Pursuant to the Side Letter, no management fee is payable by Ironside or the Vehicle to Meridian GP IV LLC or any of its affiliates. This is consistent with market practice for institutional co-investments of this nature and scale, where the co-investor has been offered the opportunity to participate on a "no-fee, reduced-carry" basis.
Carried Interest. Meridian GP IV LLC is entitled to receive carried interest equal to 10% of net profits distributed to the LP, subject to (i) an 8% preferred return, compounded quarterly, on the LP's contributed capital, and (ii) a 100% general partner catch-up until the GP has received its proportionate share of carried interest. The carried interest waterfall is set forth in Section 5.03 of the LP Agreement. The 10% carried interest rate represents a meaningful discount to the 20% carried interest applicable to Fund IV limited partners under the Fund IV limited partnership agreement, reflecting the co-investment nature of the arrangement and Ironside's negotiated terms.
Co-Investment Allocation Agreement. The Co-Investment Allocation Agreement dated July 29, 2022 (the "Allocation Agreement") between Fund IV and the Vehicle governs the allocation of the co-investment opportunity between the two vehicles, including the relative proportions of equity funding, the sharing of transaction costs, and the coordination of capital calls and distributions. The Allocation Agreement is discussed further in Section V.B below.
III. Requirements of LP Agreement §4.01
A. Overview of §4.01 Provisions
Section 4.01 of the LP Agreement establishes the framework pursuant to which the GP may call capital from the partners. The relevant provisions are summarized below:
Section 4.01(a) — Authority to Issue Capital Calls. Section 4.01(a) provides that the GP has the authority to issue capital calls from time to time to fund the Vehicle's share of the acquisition, organizational expenses, and other costs and expenses of the Vehicle. The GP's discretion under this provision is broad, extending to "any purpose reasonably determined by the General Partner to be necessary or advisable in connection with the Partnership's investment program." This language affords the GP significant latitude in determining when and for what purposes capital calls may be issued, subject to the procedural requirements of Sections 4.01(b) through 4.01(e) and the aggregate cap set forth in Section 4.01(d).
Section 4.01(b) — Capital Call Notice Requirements. Each capital call must be made by written notice (defined in the LP Agreement as a "Capital Call Notice") delivered to each Limited Partner. The Capital Call Notice must specify five mandatory elements:
(i) the aggregate amount of the capital call;
(ii) the amount payable by each Limited Partner, calculated on a pro rata basis in accordance with each Limited Partner's Commitment Percentage (as defined in Section 1.01 of the LP Agreement);
(iii) the purpose or purposes for which the called capital will be used;
(iv) the date on which funds are due (the "Funding Date"); and
(v) wire transfer instructions for the Vehicle's account to which the called capital is to be transmitted.
Section 4.01(c) — Minimum Notice Period. The Funding Date specified in any Capital Call Notice must be no earlier than ten (10) business days after delivery of the Capital Call Notice. For purposes of the LP Agreement, "business day" is defined in Section 1.01 as any day other than a Saturday, Sunday, or a day on which banking institutions in New York, New York are authorized or required by law or executive order to remain closed.
Section 4.01(d) — Aggregate Cap on Capital Calls. Capital calls may not exceed, in the aggregate, a Limited Partner's total Unfunded Commitment. "Unfunded Commitment" is defined in Section 1.01 as, with respect to any partner, the difference between such partner's Capital Commitment and the aggregate amount of capital contributions previously made by such partner to the Vehicle.
Section 4.01(e) — Application of Proceeds. Proceeds of each capital call must be applied solely for the purposes specified in the Capital Call Notice. This provision imposes a use-of-proceeds restriction that operates on a call-by-call basis, requiring the GP to designate specific purposes at the time of each call and to apply the proceeds accordingly.
B. Permitted Purposes Under §4.01(a)
Section 4.01(a) enumerates the following categories of permitted purposes for which capital calls may be issued:
1.  To fund the Vehicle's pro rata share of the equity required to consummate the acquisition of Cascadia (including any purchase-price adjustments, working-capital true-ups, or post-closing payments);
2.  To pay organizational expenses of the Vehicle, including legal fees, filing fees, accounting and tax preparation costs, and other expenses incurred in connection with the formation and organization of the Vehicle;
3.  To pay placement-agent fees, insurance premiums, advisory fees, and other transaction costs incurred in connection with the acquisition;
4.  To fund working-capital reserves and other ongoing operating expenses of the Vehicle, including fund administration fees, registered-agent fees, Delaware franchise tax, and general and administrative expenses; and
5.  Any other purpose reasonably determined by the GP to be necessary or advisable in connection with the Vehicle's investment program.
As discussed in Section IV.D below, each of the stated purposes in Capital Call Notice #1 falls squarely within one or more of these enumerated categories.
IV. Analysis of Capital Call Notice #1
A. Form and Delivery
Capital Call Notice #1 is in writing, as required by Section 4.01(b) of the LP Agreement. The Notice is presented on the letterhead of Meridian Infrastructure GP IV LLC and is addressed to Ironside Capital Management LP at its principal office at 590 Madison Avenue, 38th Floor, New York, New York 10022, which is the address for notice purposes set forth in Schedule A to the LP Agreement.
The Notice is issued by Meridian Infrastructure GP IV LLC in its capacity as General Partner of ICM Cascadia Co-Invest, LP. It is signed by David R. Hargreaves, Managing Partner of the GP. We have confirmed that Mr. Hargreaves is an authorized signatory of the GP for purposes of issuing Capital Call Notices. The Certificate of Formation of Meridian Infrastructure GP IV LLC, as amended, designates Mr. Hargreaves as a "Manager" with authority to execute documents and instruments on behalf of the company in connection with the management and operation of the co-investment vehicles managed by Meridian, including the Vehicle. Additionally, we reviewed the incumbency certificate delivered at the first close on July 29, 2022, which confirms Mr. Hargreaves' authority in this regard.
The Notice is formatted as a formal business letter and includes all of the mandatory specifications required by Section 4.01(b), as analyzed in detail in Sections IV.B through IV.F below. We are satisfied that the written notice requirement of Section 4.01(b) has been met.
We note that the LP Agreement does not specify a particular method of delivery for Capital Call Notices (e.g., hand delivery, overnight courier, electronic mail, or registered mail). Section 12.01 of the LP Agreement, which contains the general notice provisions, provides that all notices and communications required or permitted under the LP Agreement shall be in writing and shall be deemed given when (a) delivered personally, (b) sent by overnight courier (with confirmation of delivery), (c) sent by electronic mail (with confirmation of receipt), or (d) three (3) business days after being sent by registered or certified mail (return receipt requested, postage prepaid). The GP has indicated that the final Notice will be delivered to Ironside by both electronic mail and overnight courier on August 15, 2022. This method of delivery is consistent with Section 12.01.
B. Aggregate Amount
The aggregate capital call amount specified in the Notice is $22,500,000. This amount represents 7.5% of the total committed capital of the Vehicle ($300,000,000).
As of the date of this memorandum, the Vehicle has not previously drawn any capital from its partners. No prior capital calls have been issued by the GP, and no capital contributions have been made by Ironside or by the GP. Accordingly, the entire $300,000,000 of committed capital constitutes the "Unfunded Commitment" of the partners as of the date of the Notice, calculated as follows:
After giving effect to Capital Call Notice #1, the remaining aggregate Unfunded Commitment will be $277,500,000. The aggregate capital call amount of $22,500,000 does not exceed the aggregate Unfunded Commitment of $300,000,000, and accordingly, compliance with Section 4.01(d) is confirmed.
C. Pro Rata Calculation
Under Section 4.01(b)(ii) of the LP Agreement, each Capital Call Notice must specify the amount payable by each Limited Partner, calculated on a pro rata basis in accordance with each partner's "Commitment Percentage" as defined in Section 1.01 and set forth in Schedule A to the LP Agreement.
The Commitment Percentages are as follows:
•  Ironside Capital Management LP (Limited Partner): 99.99%
•  Meridian Infrastructure GP IV LLC (General Partner): 0.01%
Applying these Commitment Percentages to the aggregate capital call amount of $22,500,000:
•  Ironside (LP) share: $22,500,000 × 99.99% = $22,497,750.00
•  Meridian GP IV LLC (GP) share: $22,500,000 × 0.01% = $2,250.00
•  Total: $22,497,750.00 + $2,250.00 = $22,500,000.00
The Capital Call Notice correctly reflects these allocations. The pro rata calculation is mathematically accurate, and the LP and GP portions sum to the aggregate call amount without discrepancy.
We note, for the avoidance of any confusion, that the Capital Call Notice references the gross call amount of $22,500,000 as the amount "due from the Limited Partner." This is because, as is customary in single-LP co-investment vehicles, the GP's de minimis share ($2,250) is funded separately by the GP through a direct capital contribution to the Vehicle's account, rather than through the Capital Call Notice mechanism. This approach is consistent with the LP Agreement, which provides at Section 4.01(f) that "the General Partner shall contribute its pro rata share of each capital call contemporaneously with or prior to the Funding Date, and such contribution need not be made pursuant to a formal Capital Call Notice." We have confirmed this understanding with Breckenridge Sloane & Pratt LLP, counsel to Meridian, through a telephone conference with Charles A. Delacroix, the lead partner at Breckenridge responsible for this matter, on August 10, 2022.
D. Stated Purposes and Permitted Use of Proceeds
Section 4.01(b)(iii) requires that each Capital Call Notice specify the purpose or purposes for which the called capital will be used. Section 4.01(e) further requires that proceeds of each capital call be applied solely for the purposes specified in the Notice. Accordingly, the specificity and permissibility of the stated purposes are critical compliance elements.
Capital Call Notice #1 specifies the following uses of proceeds, which we analyze below in relation to the permitted purposes enumerated in Section 4.01(a):
1. Organizational Expenses — $285,000
The Notice allocates $285,000 to organizational expenses of the Vehicle. This amount covers legal fees incurred in connection with the formation and organization of the Vehicle (including the negotiation and drafting of the LP Agreement, Side Letter, and Allocation Agreement), filing fees paid to the Delaware Secretary of State, accounting and tax setup costs (including establishment of the Vehicle's federal employer identification number and state tax registrations), and related administrative expenses.
This purpose falls squarely within Section 4.01(a), which expressly permits capital calls to "pay organizational expenses of the Partnership." We have reviewed the breakdown of organizational expenses provided to us by Kendrick Thorne & Associates LLP, the Vehicle's fund administrator, and have confirmed that the $285,000 figure is reasonable and consistent with the actual and estimated expenses incurred in connection with the Vehicle's formation.
2. Placement-Agent Fee (Rivermark Capital Markets Inc.) — $1,050,000
The Notice allocates $1,050,000 to the payment of a placement-agent fee to Rivermark Capital Markets Inc. ("Rivermark"). This amount represents 0.35% of the $300,000,000 of committed capital, which is the fee rate specified in the Placement Agent Agreement dated July 1, 2022 among Meridian GP IV LLC, the Vehicle, and Rivermark (the "Placement Agent Agreement").
We reviewed the Placement Agent Agreement in our memorandum to Ironside dated July 18, 2022 (Matter No. 1023-00001, Sub-File 003), and concluded at that time that its terms were consistent with market practice and acceptable to Ironside. The placement-agent fee was earned and became due and payable at the first close of the Vehicle on July 29, 2022, in accordance with Section 3(a) of the Placement Agent Agreement.
Payment of placement-agent fees is expressly permitted under Section 4.01(a) of the LP Agreement. We are satisfied that this line item is a proper use of called capital.
3. R&W Insurance Premium Deposit (Northgate Specialty Insurance Co.) — $4,875,000
The Notice allocates $4,875,000 to the payment of a deposit on the premium for a representations and warranties insurance policy (the "R&W Policy") to be issued by Northgate Specialty Insurance Co. ("Northgate"), Policy No. NSW-RI-2022-09814. The R&W Policy provides coverage with a limit of $195,000,000, representing approximately 10% of the enterprise value of $1,950,000,000. The premium rate is 2.5% of the coverage limit ($195,000,000 × 2.5% = $4,875,000).
The R&W Policy is to be bound on September 1, 2022 in connection with the execution of the Equity Purchase Agreement. The deposit is payable to Northgate in advance of binding to secure the policy and lock in the quoted premium. The Vehicle and Fund IV will share the R&W insurance costs pro rata based on their respective equity commitments; the $4,875,000 allocated in the Notice represents the Vehicle's 28.57% share of the aggregate premium (aggregate premium of approximately $17,062,500, of which $4,875,000 is attributable to the Co-Invest).
Insurance premiums are expressly included within the permitted purposes under Section 4.01(a), which authorizes capital calls to pay "insurance premiums... and other transaction costs incurred in connection with the Acquisition." We are satisfied that this line item is a proper use of called capital.
4. Due-Diligence Costs and Deposits — $12,790,000
The Notice allocates $12,790,000 to due-diligence costs and deposits incurred in connection with the acquisition of Cascadia. This is the largest single line item in the capital call and encompasses the following categories of expenses, as described in the supporting schedule attached to the Notice:
•  Legal advisory fees: Fees payable to Breckenridge Sloane & Pratt LLP (counsel to Meridian), Whitmore Sack & Farrell LLP (regulatory counsel), and other law firms engaged in connection with the acquisition, including antitrust review, environmental regulatory analysis, FERC and state public utility commission filings, and real property due diligence.
•  Accounting and tax advisory fees: Fees payable to Severin Beck CPAs LLP in connection with the financial and tax due diligence of Cascadia, including quality of earnings analysis, working-capital analysis, and tax structure review.
•  Environmental consulting fees: Fees payable to Clearwater Environmental Consulting Inc. in connection with Phase I and Phase II environmental site assessments of Cascadia's generation and transmission facilities.
•  Technical advisory fees: Fees payable to Pemberton Advisors in connection with independent engineer reports on Cascadia's generation assets, including resource assessment, equipment condition surveys, and remaining useful life analyses.
•  Deposits: Amounts payable as deposits or earnest money in connection with the acquisition, including a break-fee deposit required under the exclusivity arrangement with the selling consortium.
All of these costs and expenses fall within the permitted purposes under Section 4.01(a), which authorizes capital calls to fund "advisory fees, and other transaction costs incurred in connection with the Acquisition" as well as "due-diligence costs and deposits." We have reviewed the supporting schedule of due-diligence costs provided by the GP and have confirmed that the individual line items sum to $12,790,000 and that each item is of a type customarily incurred in transactions of this nature and scale.
We note that the due-diligence costs are shared between Fund IV and the Co-Invest in accordance with the Allocation Agreement. The $12,790,000 allocated in the Notice represents the Vehicle's 28.57% share of aggregate due-diligence costs and deposits of approximately $44,766,000, which is consistent with the allocation methodology set forth in Section 3.02 of the Allocation Agreement.
5. Working-Capital Reserve — $3,500,000
The Notice allocates $3,500,000 to a working-capital reserve for the Vehicle. This reserve is intended to cover the ongoing operating expenses of the Vehicle from the first close through the anticipated closing of the acquisition, including:
•  Fund administration fees payable to Kendrick Thorne & Associates LLP;
•  Registered agent fees payable to Cascade Systems;
•  Delaware franchise tax;
•  Annual audit fees;
•  Bank account maintenance and treasury management fees;
•  D&O and E&O insurance premiums for the GP;
•  General and administrative expenses; and
•  A contingency reserve for unanticipated expenses.
Working-capital reserves are expressly included within the permitted purposes under Section 4.01(a), which authorizes capital calls to "fund working-capital reserves and other operating expenses of the Partnership." We are satisfied that the $3,500,000 working-capital reserve is reasonable given the anticipated duration of the pre-closing period (estimated at approximately four to six months based on the current transaction timeline) and the categories of operating expenses to be funded from the reserve.
Summary Reconciliation.  The following table summarizes the stated purposes and amounts, confirms compliance with Section 4.01(a), and demonstrates that the individual line items reconcile to the aggregate capital call amount:
The sum of the individual line items is $285,000 + $1,050,000 + $4,875,000 + $12,790,000 + $3,500,000 = $22,500,000, which reconciles exactly to the aggregate capital call amount stated in the Notice. The specificity requirement of Section 4.01(b)(iii) is therefore satisfied, as the Notice identifies specific purposes and allocates specific dollar amounts to each purpose, and the amounts sum to the total without any unexplained residual or unallocated balance.
E. Funding Date and Notice Period
Capital Call Notice #1 is to be formally issued on August 15, 2022. The specified Funding Date is August 29, 2022, which is a Monday.
Section 4.01(c) of the LP Agreement requires that the Funding Date be no earlier than ten (10) business days after delivery of the Capital Call Notice. For purposes of this calculation, the date of delivery (August 15, 2022, a Monday) is treated as "Day 0" — that is, the ten business day count begins on the first business day following delivery. This interpretation is consistent with Section 1.01 of the LP Agreement, which provides that, for purposes of computing any period of time specified in the LP Agreement, "the day of the act, event, or default from which the designated period of time begins to run shall not be included."
The business day calculation is as follows:
We have confirmed that no federal holidays fall within the period from August 15, 2022 through August 29, 2022. The next federal holiday following the Notice delivery date is Labor Day, September 5, 2022, which falls after the Funding Date. Accordingly, all weekdays within the calculation period are business days for purposes of the LP Agreement.
The Funding Date of August 29, 2022 falls on the tenth (10th) business day after delivery of the Capital Call Notice. This satisfies the minimum notice period requirement of Section 4.01(c).
We note that Ironside has informally indicated to Meridian, through discussions between Ms. Obasi and representatives of the GP, its willingness to fund on an expedited basis should the transaction timeline require earlier funding. However, the formal notice period as set forth in the Notice complies with the LP Agreement as drafted, and no expedited funding is being requested by the GP at this time. Should expedited funding be requested in the future, we recommend that any such arrangement be documented in writing to preserve the parties' respective rights under the LP Agreement.
F. Wire Transfer Instructions
The Capital Call Notice includes wire transfer instructions for the Vehicle's account, as required by Section 4.01(b)(v). The wire instructions specify the following:
•  Receiving Bank: Atlas National Bank, N.A.
•  Bank Address: 383 Madison Avenue, New York, New York 10179
•  ABA Routing Number: [Provided in Notice — omitted from this memorandum for security purposes]
•  Account Name: ICM Cascadia Co-Invest, LP
•  Account Number: [Provided in Notice — omitted from this memorandum for security purposes]
•  Reference: Capital Call Notice #1 / Ironside Capital Management LP
C&H is providing the complete wire transfer instructions, including account number and ABA routing number, to Ironside under cover of a separate letter dated August 14, 2022. The separate letter will include dual-verification contact information at Atlas National Bank, N.A. and at Kendrick Thorne & Associates LLP (as fund administrator) for Ironside's internal wire-verification procedures.
The inclusion of wire transfer instructions in the Capital Call Notice satisfies Section 4.01(b)(v) of the LP Agreement.
V. Additional Compliance Considerations
A. Side Letter Provisions
We have reviewed the Side Letter dated July 29, 2022 between Ironside and Meridian GP IV LLC to determine whether it imposes any additional conditions on capital calls beyond those set forth in the LP Agreement. Our review confirms that the Side Letter does not modify, restrict, or impose additional procedural requirements on the GP's authority to issue capital calls or on the mechanics of the capital call process.
The principal provisions of the Side Letter relate to the following:
Management Fee Waiver. The Side Letter confirms that no management fee is payable by Ironside or the Vehicle to the GP or its affiliates. Capital Call Notice #1 does not include any management fee component among the stated uses of proceeds. This is consistent with the Side Letter and the LP Agreement.
Enhanced Reporting. The Side Letter entitles Ironside to certain enhanced reporting, including quarterly NAV statements, annual audited financial statements (to be delivered no later than 90 days after fiscal year-end), and ad hoc updates regarding material developments affecting the investment. These reporting obligations are ongoing and do not affect the mechanics of capital calls.
Most Favored Nation. The Side Letter contains a most-favored-nation provision requiring the GP to offer Ironside the benefit of any more favorable terms granted to any other co-investor in the Vehicle. Because Ironside is the sole limited partner, this provision is currently inapplicable.
Transfer Restrictions. The Side Letter does not modify the transfer restrictions set forth in Section 9.01 of the LP Agreement, and transfer restrictions do not bear on the analysis of capital call compliance.
In summary, the Side Letter does not impose any additional conditions or requirements that affect the validity or compliance of Capital Call Notice #1.
B. Co-Investment Allocation Agreement
The Co-Investment Allocation Agreement dated July 29, 2022 between Fund IV and the Vehicle (the "Allocation Agreement") governs the allocation of the co-investment between the two vehicles. The Allocation Agreement addresses, among other things, the relative proportions of equity funding, the sharing of transaction costs and expenses, the coordination of capital calls and distributions, and the governance and decision-making protocols applicable to the co-investment.
We note that Capital Call Notice #1 is for pre-closing expenses and working capital. It does not fund any portion of the equity consideration for the acquisition of Cascadia. Accordingly, no allocation issues under the Allocation Agreement arise at this stage, as the allocation provisions of the Allocation Agreement principally govern the division of the equity investment and the sharing of transaction-level economics (including purchase-price adjustments, indemnification claims, and exit proceeds).
The sharing of pre-closing costs (such as due-diligence costs, insurance premiums, and organizational expenses) between Fund IV and the Co-Invest is addressed in Section 3.02 of the Allocation Agreement, which provides that such costs shall be shared pro rata based on each vehicle's percentage of the total equity commitment. As noted in Section IV.D above, the allocations of due-diligence costs and R&W insurance premiums reflected in the Notice are consistent with the 28.57% allocation applicable to the Co-Invest under Section 3.02 of the Allocation Agreement.
The equity-funding capital call for the acquisition closing — which we anticipate will comprise substantially all of the remaining $277,500,000 of Unfunded Commitment — will require separate and more detailed analysis for compliance with both the LP Agreement and the Allocation Agreement. We will prepare a separate memorandum in connection with that capital call when the GP circulates the applicable Capital Call Notice.
C. Default Provisions
Although not directly relevant to the compliance analysis of Capital Call Notice #1 itself, we wish to draw Ironside's attention to the default provisions set forth in Section 4.02 of the LP Agreement, which will be triggered if Ironside fails to timely fund the capital call.
Section 4.02 provides that failure by a Limited Partner to fund a capital call within five (5) business days after the Funding Date constitutes a "Funding Default." A Funding Default triggers the following consequences:
(i) Dilution. The defaulting Limited Partner's percentage interest in the Vehicle shall be reduced by an amount equal to 50% of the defaulted amount. For example, if Ironside were to default on the full $22,497,750 LP share of Capital Call Notice #1, Ironside's interest would be diluted by an amount corresponding to $11,248,875 (50% of the defaulted amount), resulting in a significant and punitive reduction in Ironside's economic interest in the Vehicle.
(ii) Substitution Right. The GP shall have the right, but not the obligation, to admit one or more substitute limited partners to the Vehicle to fund the defaulted amount, with such substitute limited partners receiving a percentage interest corresponding to the defaulted amount (including the dilution penalty described above).
(iii) Acceleration. The GP shall have the right to accelerate its authority to call additional capital from the non-defaulting partners (or from substitute limited partners admitted under clause (ii) above) to the extent necessary to fund the Vehicle's commitments and obligations.
These default provisions are standard for co-investment vehicles of this type and are designed to protect the GP and the Vehicle against the adverse consequences of a funding shortfall. We do not anticipate any funding difficulties on Ironside's part; however, given the severity of the consequences of a Funding Default, we recommend that Ironside take the following precautionary steps:
1.  Calendar the Funding Date of August 29, 2022 and set an internal reminder no later than August 24, 2022 (the Wednesday prior to the Funding Date) to initiate wire transfer processing.
2.  Ensure that Ironside's treasury and operations teams have received the wire transfer instructions (to be delivered under separate cover on August 14, 2022) and have completed any required internal verification and approval procedures.
3.  Confirm with Ironside's custodian bank that sufficient funds will be available in the relevant account on or before the Funding Date.
4.  Following execution of the wire transfer, obtain confirmation of receipt from Kendrick Thorne & Associates LLP (the Vehicle's fund administrator) to ensure that the capital contribution has been properly credited.
The five (5) business day grace period following the Funding Date means that Ironside would not technically be in Funding Default until September 6, 2022 (the Tuesday following Labor Day, which is the fifth business day after August 29, 2022). However, we strongly recommend that Ironside target the Funding Date itself — August 29, 2022 — for completion of the wire transfer, rather than relying on the grace period.
VI. Conclusion and Recommendation
Based on our review of Capital Call Notice #1, in the draft form circulated by the GP on August 9, 2022, we conclude that the Notice complies with the requirements of Section 4.01 of the LP Agreement in all material respects. Specifically:
1.  Written Form and Proper Issuance (§4.01(b)). The Notice is in writing, issued by the GP in its capacity as General Partner of the Vehicle, and signed by an authorized representative of the GP. The Notice is addressed to Ironside at its address for notice purposes as set forth in Schedule A to the LP Agreement.
2.  Specification of Required Elements (§4.01(b)(i)–(v)). The Notice specifies (i) the aggregate capital call amount of $22,500,000; (ii) the amount payable by the LP ($22,497,750, based on a 99.99% Commitment Percentage); (iii) the purposes for which the called capital will be used, with specific dollar amounts allocated to each purpose; (iv) the Funding Date of August 29, 2022; and (v) wire transfer instructions for the Vehicle's account at Atlas National Bank, N.A.
3.  Ten (10) Business Day Notice Period (§4.01(c)). The Funding Date of August 29, 2022 is the tenth business day following the delivery date of August 15, 2022, satisfying the minimum notice period requirement.
4.  Call Amount Within Unfunded Commitment Ceiling (§4.01(d)). The aggregate capital call amount of $22,500,000 does not exceed the aggregate Unfunded Commitment of $300,000,000 (no prior capital calls having been issued).
5.  Permitted Purposes (§4.01(a)). All five stated purposes — organizational expenses, placement-agent fee, R&W insurance premium deposit, due-diligence costs and deposits, and working-capital reserve — are permitted purposes under Section 4.01(a).
6.  Reconciliation of Line Items. The individual line-item amounts sum exactly to the aggregate capital call amount of $22,500,000, with no unexplained residual or unallocated balance.
We have also confirmed that the Side Letter does not impose any additional conditions on capital calls that are not satisfied, and that the cost allocations reflected in the Notice are consistent with the Allocation Agreement.
Recommendation. C&H recommends that Ironside approve and fund Capital Call Notice #1 in the amount of $22,500,000 (LP share: $22,497,750) on or before the Funding Date of August 29, 2022. C&H will transmit wire transfer instructions to Ironside under separate cover letter dated August 14, 2022, including dual-verification contact information for Ironside's internal wire-processing protocols.
Following the Funding Date, C&H will confirm receipt of funds with Kendrick Thorne & Associates LLP (fund administrator) and will notify Ironside upon confirmation that the capital contribution has been properly credited to the Vehicle's account.
Should the final form of the Capital Call Notice, upon formal issuance on August 15, 2022, contain any material deviations from the draft reviewed herein, C&H will promptly advise Ironside and issue a supplemental memorandum as necessary.
We are available to discuss this memorandum and its conclusions at your convenience. Please do not hesitate to contact Theresa Kim at (212) 558-4217 or Pamela Cross at (212) 558-4103 with any questions.
VII. Attachments / Enclosures
The following attachments are enclosed with this memorandum for reference:
Attachment A: Draft Capital Call Notice #1 (as circulated by Meridian Infrastructure GP IV LLC on August 9, 2022 for review) — 3 pages
Attachment B: Relevant excerpts from LP Agreement §4.01 (Capital Calls) and §4.02 (Funding Defaults), as executed July 29, 2022 — 5 pages
Attachment C: Capital call proceeds waterfall — tabular reconciliation of the $22,500,000 aggregate call amount to stated uses of proceeds, including supporting detail by expense category — 2 pages
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Calderwood & Harkness LLP Matter No. 1023-00001
This memorandum is a privileged and confidential attorney-client communication and attorney work product prepared by Calderwood & Harkness LLP at the request of Ironside Capital Management LP. It is intended solely for the use of Ironside Capital Management LP and its authorized officers, directors, and advisors in connection with the matters described herein. This memorandum should not be disclosed, distributed, or made available to any third party without the prior written consent of Calderwood & Harkness LLP. Any unauthorized disclosure may result in a waiver of the attorney-client privilege and work-product protection that attaches to this memorandum and the information contained herein.
The analysis and conclusions set forth in this memorandum are based on our review of the documents and information described herein, including the draft Capital Call Notice #1 circulated by the GP on August 9, 2022, the LP Agreement, the Side Letter, the Allocation Agreement, and related transaction documents. Our analysis is subject to the assumptions and qualifications described herein, and we express no opinion as to any matters not expressly addressed in this memorandum. This memorandum does not constitute legal advice as to any matter other than the compliance of Capital Call Notice #1 with Section 4.01 of the LP Agreement, and should not be relied upon for any other purpose.
Partner | Type | Commitment | Commitment %
Meridian Infrastructure GP IV LLC | General Partner | $30,000 | 0.01%
Ironside Capital Management LP | Limited Partner | $299,970,000 | 99.99%
Total | $300,000,000 | 100.00%
Equity Source | Amount | % of Total Equity
Meridian Infrastructure Partners Fund IV, LP | $750,000,000 | 71.43%
ICM Cascadia Co-Invest, LP | $300,000,000 | 28.57%
Total Equity | $1,050,000,000 | 100.00%
Ironside (LP) | Meridian GP IV LLC (GP) | Total
Capital Commitment | $299,970,000 | $30,000 | $300,000,000
Prior Capital Contributions | $0 | $0 | $0
Unfunded Commitment (Pre-Call) | $299,970,000 | $30,000 | $300,000,000
Capital Call #1 | ($22,497,750) | ($2,250) | ($22,500,000)
Unfunded Commitment (Post-Call) | $277,472,250 | $27,750 | $277,500,000
Purpose | Amount | LP Agreement §4.01(a) Reference | Compliance
Organizational expenses | $285,000 | Organizational expenses | Permitted
Placement-agent fee (Rivermark Capital Markets Inc.) | $1,050,000 | Placement-agent fees | Permitted
R&W insurance premium deposit (Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814) | $4,875,000 | Insurance premiums; transaction costs | Permitted
Due-diligence costs and deposits | $12,790,000 | Advisory fees; transaction costs; deposits | Permitted
Working-capital reserve | $3,500,000 | Working-capital reserves; operating expenses | Permitted
Total | $22,500,000 | All purposes permitted
Business Day Count | Calendar Date | Day of Week | Notes
Day 0 (Delivery) | August 15, 2022 | Monday | Not counted
Day 1 | August 16, 2022 | Tuesday
Day 2 | August 17, 2022 | Wednesday
Day 3 | August 18, 2022 | Thursday
Day 4 | August 19, 2022 | Friday
— | August 20, 2022 | Saturday | Weekend — not a business day
— | August 21, 2022 | Sunday | Weekend — not a business day
Day 5 | August 22, 2022 | Monday
Day 6 | August 23, 2022 | Tuesday
Day 7 | August 24, 2022 | Wednesday
Day 8 | August 25, 2022 | Thursday
Day 9 | August 26, 2022 | Friday
— | August 27, 2022 | Saturday | Weekend — not a business day
— | August 28, 2022 | Sunday | Weekend — not a business day
Day 10 | August 29, 2022 | Monday | Funding Date

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT

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