1023-00001 · Ironside Capital Management LP · Capital Calls

capital-call-notice-1.docx DOCUMENT Funds

2 / 75 ← → ✕

Contract analysis Extract to table

CONFIDENTIAL — SUBJECT TO THE CONFIDENTIALITY PROVISIONS OF THE LP AGREEMENT AND SIDE LETTER DATED JULY 29, 2022

August 15, 2022

Meridian Infrastructure GP IV LLC 200 Clarendon Street, Suite 4200 Boston, MA 02116

VIA ELECTRONIC DELIVERY AND OVERNIGHT COURIER

Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, NY 10022

Attention: Renata Obasi, Senior Managing Director, Infrastructure

CAPITAL CALL NOTICE NO. 1

ICM Cascadia Co-Invest, LP (EIN: 88-3921457; Delaware Secretary of State File Number: 7439218)

Capital Call Amount: $22,500,000

Dear Ms. Obasi:

This Capital Call Notice No. 1 (this "Capital Call Notice" or "Notice") is issued by Meridian Infrastructure GP IV LLC, a Delaware limited liability company (the "General Partner" or "GP"), in its capacity as the general partner of ICM Cascadia Co-Invest, LP, a Delaware limited partnership (the "Partnership" or the "Vehicle"). This Notice is delivered to Ironside Capital Management LP, a Delaware limited partnership (the "Limited Partner" or "LP"), in its capacity as the sole limited partner of the Partnership.

This Capital Call Notice is delivered pursuant to, and in accordance with, Section 4.01 of the Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP, dated as of July 29, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "LP Agreement"). Capitalized terms used but not otherwise defined in this Capital Call Notice shall have the meanings ascribed to such terms in the LP Agreement. In the event of any conflict or inconsistency between the terms of this Capital Call Notice and the terms of the LP Agreement, the terms of the LP Agreement shall govern and control in all respects.

The General Partner hereby calls capital from the Limited Partner in accordance with the terms, conditions, and provisions set forth below. The Limited Partner is required to fund its Capital Contribution in the amount and by the date specified in this Capital Call Notice, subject to the terms and conditions of the LP Agreement.

Section 1: Capital Call Details

1.1 Capital Call Amount

The total amount of this Capital Call is $22,500,000 (Twenty-Two Million Five Hundred Thousand Dollars and 00/100) (the "Capital Call Amount"). This Capital Call Amount represents 7.5% of the Total Committed Capital of the Partnership, which is $300,000,000 (Three Hundred Million Dollars and 00/100). This is the first Capital Call issued by the General Partner with respect to the Partnership since the formation and initial closing of the Partnership on July 29, 2022. No prior Capital Calls have been issued, and no prior Capital Contributions have been made by the Limited Partner or the General Partner.

1.2 Limited Partner Allocation

The Capital Call Amount is allocated between the Limited Partner and the General Partner in accordance with their respective Percentage Interests, as set forth in the LP Agreement and summarized in the table below:

The Limited Partner's pro rata share of this Capital Call is $22,497,000 (Twenty-Two Million Four Hundred Ninety-Seven Thousand Dollars and 00/100), representing 99.99% of the total Capital Call Amount. The General Partner's pro rata share of this Capital Call is $3,000 (Three Thousand Dollars and 00/100), representing 0.01% of the total Capital Call Amount. The General Partner will fund its pro rata share of the Capital Call concurrently with the Limited Partner's funding on or before the Funding Date specified in Section 3.1 below.

1.3 Cumulative Capital Called

The following table summarizes the cumulative Capital Contributions called with respect to the Partnership as of the date of this Capital Call Notice:

As of the Funding Date, the Total Capital Called will represent 7.5% of the Total Committed Capital, and the Remaining Unfunded Commitment of the Partnership will be $277,500,000, of which the Limited Partner's share of the Remaining Unfunded Commitment will be $277,473,000 and the General Partner's share of the Remaining Unfunded Commitment will be $27,000.

Section 2: Purpose of Capital Call

The proceeds of this Capital Call shall be applied by the General Partner, on behalf of the Partnership, to fund the following purposes in connection with the Partnership's proposed co-investment alongside Meridian Infrastructure Partners Fund IV, LP, a Delaware limited partnership ("Fund IV"), in the acquisition (the "Acquisition") of 100% of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation (the "Target" or "Cascadia Renewables"), through Cascadia Acquisition Corp., a Delaware corporation (the "Acquisition Vehicle"). The specific application of proceeds is set forth in Section 2.1 below, with additional detail for each line item provided in Section 2.2.

2.1 Itemized Use of Proceeds

2.2 Description of Each Line Item

Organizational Expenses — $285,000

This line item covers legal, accounting, filing fees, and other costs and expenses incurred in connection with the formation, organization, and initial structuring of the Partnership, including but not limited to: (i) legal fees and expenses paid to Calderwood & Harkness LLP (counsel to the Limited Partner) and Kendrick Thorne & Associates LLP (counsel and fund administrator to the Partnership) in connection with the drafting, negotiation, and execution of the LP Agreement, the Side Letter, subscription documents, and related organizational documents; (ii) Delaware Secretary of State filing fees in connection with the filing of the Certificate of Limited Partnership and the Certificate of Formation of the General Partner; (iii) fees and expenses payable to Cascade Systems, as registered agent of the Partnership and the General Partner in the State of Delaware; and (iv) other miscellaneous organizational costs and expenses, including the preparation of tax identification applications and opening of bank accounts.

Placement Agent Fee — $1,050,000

This line item represents the placement agent fee payable to Rivermark Capital Markets Inc. ("Rivermark"), in its capacity as placement agent for the co-investment, pursuant to the terms of the Placement Agency Agreement, dated as of June 15, 2022, between the General Partner and Rivermark. The placement agent fee is calculated as 0.35% of the Total Committed Capital of the Partnership ($300,000,000 × 0.35% = $1,050,000) and is payable in full upon the first close of the Partnership, which occurred on July 29, 2022. The placement agent fee is a one-time fee and no additional placement agent fees are anticipated to be payable by the Partnership.

Representations & Warranties Insurance Premium Deposit — $4,875,000

This line item represents the deposit premium payable to Northgate Specialty Insurance Co. ("Northgate") in connection with the representations and warranties insurance policy (Policy No. NSW-RI-2022-09814) to be obtained by the Acquisition Vehicle in connection with the Acquisition (the "R&W Policy"). The R&W Policy is expected to provide coverage of up to $195,000,000 (One Hundred Ninety-Five Million Dollars and 00/100), which amount is equal to approximately 10% of the aggregate enterprise value of the Target ($1,950,000,000). The deposit premium is calculated at a rate of 2.5% on the coverage limit ($195,000,000 × 2.5% = $4,875,000). The R&W Policy is expected to be bound on or about the date of the execution of the definitive Equity Purchase Agreement and will provide customary representations and warranties insurance coverage for the benefit of the Acquisition Vehicle and its equity holders, including the Partnership. The premium deposit will be allocated among Fund IV and the Partnership in proportion to their respective equity commitments to the Acquisition Vehicle.

Due Diligence Costs and Deposits — $12,790,000

This line item covers costs incurred and deposits made in connection with due diligence activities relating to Cascadia Renewables and its direct and indirect subsidiaries, including but not limited to: (i) legal fees and expenses of Breckenridge Sloane & Pratt LLP (transaction counsel to the General Partner and Fund IV) and Calderwood & Harkness LLP; (ii) financial due diligence fees and expenses payable to the General Partner's internal deal team and to third-party financial advisors, including Blackthorn Advisory Group LLC; (iii) environmental due diligence reports, assessments, and related consulting fees payable to Clearwater Environmental Consulting Inc., including Phase I and Phase II environmental site assessments with respect to certain of the Target's hydroelectric and wind energy facilities; (iv) quality of earnings and accounting due diligence fees payable to Halstead & Greer LLP, in its capacity as the Target's auditor and as the provider of financial due diligence services; (v) regulatory due diligence costs, including fees for counsel specializing in FERC, OPUC, and CFIUS matters; (vi) technical engineering assessments of the Target's hydroelectric and wind energy assets; and (vii) deposits required under the Equity Purchase Agreement and related transaction documents, including any break-up fee deposits or escrow payments required to be made by the Acquisition Vehicle in connection with the execution of the definitive purchase agreement.

Working Capital Reserve — $3,500,000

This line item constitutes a reserve for ongoing operating expenses of the Partnership anticipated to be incurred during the period preceding the closing of the Acquisition and, if applicable, thereafter, including but not limited to: (i) fund administration fees and expenses payable to Kendrick Thorne & Associates LLP, as fund administrator; (ii) ongoing legal fees and expenses of counsel to the General Partner and the Partnership; (iii) Delaware franchise tax payments for the Partnership and the General Partner; (iv) registered agent maintenance fees payable to Cascade Systems; (v) insurance-related costs, including directors' and officers' liability insurance premiums for the Partnership and the Acquisition Vehicle; (vi) bank charges and custodial fees associated with the Partnership's bank accounts; and (vii) other administrative expenses reasonably anticipated to be incurred by the Partnership in the ordinary course. Any portion of the Working Capital Reserve that is not used for the purposes described herein shall be returned to the Partners in accordance with the distribution provisions of the LP Agreement or applied against future Capital Calls, in each case at the discretion of the General Partner.

Section 3: Funding Date and Payment Instructions

3.1 Funding Date

In accordance with Section 4.01(b) of the LP Agreement, the Limited Partner is required to fund its Capital Contribution in the amount of $22,497,000 on or before August 25, 2022 (the "Funding Date"), which date is ten (10) Business Days from the date of this Capital Call Notice (August 15, 2022). For the avoidance of doubt, the Capital Contribution must be received by the Partnership as cleared, immediately available funds in the Partnership's designated bank account no later than 5:00 p.m. Eastern Time on the Funding Date. The Limited Partner is encouraged to initiate the wire transfer sufficiently in advance of the Funding Date to ensure timely receipt.

3.2 Wire Transfer Instructions

All Capital Contributions shall be made by wire transfer of immediately available funds in United States Dollars to the following account:

Account Name: ICM Cascadia Co-Invest, LP — Capital Account

Bank: Atlas National Bank, N.A.

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

ABA Routing Number: [To be provided separately via secure channel — see Exhibit A]

Account Number: [To be provided separately via secure channel — see Exhibit A]

Reference: "Capital Call No. 1 — Ironside Capital Management LP"

Important Notice Regarding Wire Transfer Instructions: The wire transfer instructions set forth above (including the ABA Routing Number and Account Number) will be confirmed separately by the General Partner or its authorized representative via a secure, encrypted electronic communication channel. Due to the risk of wire fraud and cybersecurity threats, the Limited Partner is strongly advised to verify all wiring instructions by contacting the General Partner directly at a known telephone number prior to initiating any wire transfer. Under no circumstances should the Limited Partner rely solely on wire instructions received via email without independent telephonic verification. The General Partner will never request a change to wiring instructions via email alone. Detailed wire transfer instructions are set forth in Exhibit A, which will be delivered under separate cover via secure channel.

3.3 Confirmation of Receipt

The General Partner, or Kendrick Thorne & Associates LLP, in its capacity as fund administrator of the Partnership, will provide written confirmation of receipt of the Limited Partner's Capital Contribution within two (2) Business Days following the Funding Date. Such confirmation shall be delivered to the Limited Partner at the notice address specified in Section 6.3 of this Capital Call Notice, or to such other address as the Limited Partner may designate in writing. The Limited Partner should contact the fund administrator at the contact information set forth below if written confirmation is not received within the foregoing time period:

Kendrick Thorne & Associates LLP Fund Administration Group

Attention: Amanda Sinclair, Vice President

Telephone: (617) 555-0134

Email: asinclair@kendrickthorne.com

Section 4: Consequences of Failure to Fund

The Limited Partner's attention is directed to Section 4.01(d) of the LP Agreement, which sets forth in detail the consequences of a failure by the Limited Partner to fund all or any portion of a Capital Call by the applicable Funding Date (a "Funding Default"). Without limiting the generality of Section 4.01(d) of the LP Agreement, the following is a summary of certain remedies available to the General Partner in the event of a Funding Default:

(a) Default Interest. The General Partner may charge default interest on any unfunded amounts at a rate equal to the lesser of (i) the prime rate as published in The Wall Street Journal on the Funding Date plus 400 basis points per annum, and (ii) the maximum rate permitted by applicable law, accruing from the Funding Date through and including the date on which the defaulting Limited Partner's Capital Contribution is received in full by the Partnership.

(b) Dilution of Interest. The General Partner may, in its sole discretion, reduce the Percentage Interest of the defaulting Limited Partner by a percentage to be determined by the General Partner in accordance with the formula set forth in Section 4.01(d)(ii) of the LP Agreement, which formula is designed to penalize the defaulting Limited Partner and compensate the non-defaulting Partners for the economic cost and burden of the Funding Default.

(c) Forced Transfer. The General Partner may require the defaulting Limited Partner to transfer all or any portion of its interest in the Partnership to a third party designated by the General Partner or to the General Partner itself, on such terms and at such price as the General Partner may determine, in each case in accordance with Section 4.01(d)(iii) of the LP Agreement.

(d) Other Remedies. The General Partner may exercise any and all other rights and remedies available to it under the LP Agreement, at law, or in equity, including without limitation the right to bring an action for specific performance or damages, and the right to set off any amounts owed to the defaulting Limited Partner against any amounts owed by the defaulting Limited Partner to the Partnership.

The foregoing summary is provided for informational purposes only and is not intended to be, and shall not be construed as, a complete or exhaustive description of the rights and remedies available to the General Partner under the LP Agreement. The General Partner expressly reserves all of its rights and remedies under the LP Agreement, at law, and in equity, in the event of a Funding Default.

Section 5: Transaction Overview

The following summary of the proposed Acquisition is provided for the Limited Partner's reference and informational purposes only and is qualified in its entirety by reference to the definitive transaction documents (including the Equity Purchase Agreement, when executed), which shall govern the terms and conditions of the Acquisition.

Target. Cascadia Renewables Holdings, Inc. ("Cascadia Renewables" or the "Target"), an Oregon corporation with its principal offices at 1100 SW Sixth Avenue, Suite 1800, Portland, OR 97204. The Target owns and operates a diversified portfolio of renewable energy and water infrastructure assets across the Pacific Northwest, comprising: (i) fourteen (14) hydroelectric power generation facilities; (ii) six (6) wind energy farms; and (iii) three (3) water-treatment concession agreements, all located across the states of Oregon, Washington, and Idaho.

Selling Shareholders. The equity interests of the Target are currently held by the following selling shareholders:

• Timberline Growth Equity Fund III, LP — 62% of the outstanding equity

• Weir Family Trust — 18% of the outstanding equity

• Management Rollover Pool — 20% of the outstanding equity (with an expected 50% rollover of such management equity, representing approximately 10% of the pro forma equity capitalization of the Target following the closing of the Acquisition)

Valuation and Capital Structure.

Acquisition Structure. The Acquisition will be effected through Cascadia Acquisition Corp., a Delaware corporation (the "Acquisition Vehicle"), which is a newly formed, wholly-owned subsidiary of Meridian Infrastructure Partners Fund IV, LP and the Partnership (acting through the applicable co-investment structure). The Acquisition Vehicle will acquire 100% of the issued and outstanding equity interests of the Target pursuant to an Equity Purchase Agreement (the "EPA") to be entered into among the Acquisition Vehicle, the selling shareholders, and the Target.

Equity Commitments.

Debt Financing.

• Senior Secured Term Loan: $975,000,000, to be provided by a syndicate of lenders led by Atlas National Bank, N.A. (as lead arranger and administrative agent) and Pinnacle Credit Partners LLC (as co-lender).

• Revolving Credit Facility: $150,000,000, expected to be undrawn at the closing of the Acquisition, to be provided by Atlas National Bank, N.A.

Key Advisors.

• Financial Advisor to Meridian: Blackthorn Advisory Group LLC

• Transaction Counsel to Meridian/GP: Breckenridge Sloane & Pratt LLP

• Counsel to the Limited Partner: Calderwood & Harkness LLP

• Fund Administrator: Kendrick Thorne & Associates LLP

• Target's Auditor: Halstead & Greer LLP

• Environmental Consultant: Clearwater Environmental Consulting Inc.

• Placement Agent: Rivermark Capital Markets Inc.

• R&W Insurance Broker/Carrier: Northgate Specialty Insurance Co.

Transaction Status. As of the date of this Capital Call Notice, the Equity Purchase Agreement is under active negotiation among the parties and their respective counsel. The debt commitment letter from Atlas National Bank, N.A. and Pinnacle Credit Partners LLC is expected to be executed on or about August 30, 2022. The parties anticipate filing for regulatory approvals during the third and fourth quarters of 2022, including filings with the Federal Energy Regulatory Commission (FERC §203 authorization), the Oregon Public Utility Commission (OPUC), and the Committee on Foreign Investment in the United States (CFIUS), as applicable. The closing of the Acquisition is currently anticipated to occur in the first quarter of 2023, subject to the receipt of all required regulatory approvals, the satisfaction of customary closing conditions, and the execution of definitive transaction documents. The General Partner will provide the Limited Partner with updates regarding the status of the Acquisition and the anticipated timing of additional Capital Calls as further information becomes available.

Section 6: General Provisions

6.1 LP Agreement Controls

In the event of any conflict, inconsistency, or ambiguity between this Capital Call Notice and the LP Agreement, the terms and provisions of the LP Agreement shall govern and control in all respects. This Capital Call Notice is intended to supplement, and not to supersede, amend, or modify, the LP Agreement. Nothing in this Capital Call Notice shall be construed to alter, expand, or limit the rights, obligations, or remedies of the General Partner or the Limited Partner under the LP Agreement.

6.2 Governing Law

This Capital Call Notice shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction), consistent with the governing law provisions set forth in the LP Agreement.

6.3 Notices. All notices, requests, demands, consents, and other communications under or in connection with the LP Agreement and this Capital Call Notice shall be in writing and shall be directed to the parties at the following addresses (or to such other address as either party may from time to time designate in writing):

If to the General Partner:

Meridian Infrastructure GP IV LLC 200 Clarendon Street, Suite 4200 Boston, MA 02116

Attention: Graham Whitfield, Partner, Operations

Telephone: (617) 555-0198

Email: gwhitfield@meridiangp.com

With a copy (which shall not constitute notice) to:

Breckenridge Sloane & Pratt LLP One Federal Street, Suite 3600 Boston, MA 02110

Attention: Charles A. Delacroix, Partner

Telephone: (617) 555-0245

Email: cdelacroix@breckenridgesp.com

If to the Limited Partner:

Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, NY 10022

Attention: Renata Obasi, Senior Managing Director, Infrastructure

Telephone: (212) 555-0371

Email: robasi@ironsidecapital.com

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004

Attention: Pamela Cross, Partner

Telephone: (212) 555-0492

Email: pcross@calderwoodharkness.com

6.4 Confidentiality. This Capital Call Notice and its contents, including all financial, transactional, and other information contained herein, are strictly confidential and are subject to the confidentiality provisions set forth in Article XII of the LP Agreement and the Side Letter, dated as of July 29, 2022, between the General Partner and the Limited Partner (the "Side Letter"). The Limited Partner shall not disclose, distribute, or otherwise make available this Capital Call Notice or any of the information contained herein to any third party without the prior written consent of the General Partner, except as may be required by applicable law, regulation, or legal process, or as otherwise expressly permitted under the LP Agreement or the Side Letter.

[Signature Page Follows]

IN WITNESS WHEREOF, the General Partner has caused this Capital Call Notice to be duly executed and delivered as of the date first written above.

MERIDIAN INFRASTRUCTURE GP IV LLC as General Partner of ICM Cascadia Co-Invest, LP

By: ________

Name: Graham Whitfield

Title: Partner, Operations

Date: August 15, 2022

ACKNOWLEDGED AND ACCEPTED:

IRONSIDE CAPITAL MANAGEMENT LP

By: ________

Name: Renata Obasi

Title: Senior Managing Director, Infrastructure

Date: ________

EXHIBIT A

Wire Transfer Instructions

[To be provided under separate cover via secure, encrypted electronic channel. The Limited Partner is directed to contact the General Partner's authorized representative, Graham Whitfield, at (617) 555-0198 to obtain and verify the wire transfer instructions, including the ABA Routing Number and Account Number for the Partnership's Capital Account at Atlas National Bank, N.A. Under no circumstances should the Limited Partner rely solely on wiring instructions received via unencrypted email without independent telephonic verification.]

EXHIBIT B

Summary Calculation of Capital Call Amount and Pro Rata Allocation

Verification:

$300,000,000 × 7.5% = $22,500,000

$22,500,000 × 99.99% = $22,497,000 (Limited Partner)

$22,500,000 × 0.01% = $3,000 (General Partner, funding concurrently)

$22,497,000 + $3,000 = $22,500,000

EXHIBIT C

Itemized Use of Proceeds — Detailed Breakdown and Reconciliation

Reconciliation:

$285,000 + $1,050,000 + $4,875,000 + $12,790,000 + $3,500,000 = $22,500,000

Line Item Detail:

1. Organizational Expenses ($285,000): Legal fees (Calderwood & Harkness LLP; Kendrick Thorne & Associates LLP), Delaware Secretary of State filing fees, registered agent fees (Cascade Systems), and miscellaneous organizational costs.

2. Placement Agent Fee ($1,050,000): $300,000,000 × 0.35% = $1,050,000, payable to Rivermark Capital Markets Inc. pursuant to the Placement Agency Agreement dated June 15, 2022.

3. R&W Insurance Premium Deposit ($4,875,000): $195,000,000 coverage limit × 2.5% premium rate = $4,875,000, payable to Northgate Specialty Insurance Co. Coverage limit equals 10% of aggregate enterprise value ($1,950,000,000 × 10% = $195,000,000).

4. Due Diligence Costs and Deposits ($12,790,000): Legal, financial, environmental (Clearwater Environmental Consulting Inc.), accounting (Halstead & Greer LLP), regulatory, technical, and other third-party advisory fees, expenses, and deposits in connection with the proposed acquisition of Cascadia Renewables Holdings, Inc.

5. Working Capital Reserve ($3,500,000): Fund administration fees (Kendrick Thorne & Associates LLP), ongoing legal fees, Delaware franchise tax, registered agent maintenance, insurance-related costs, bank charges, and other anticipated administrative expenses.

END OF CAPITAL CALL NOTICE NO. 1

Partner	Percentage Interest	Total Capital Commitment	Capital Call Amount (Pro Rata Share)
Ironside Capital Management LP (Limited Partner)	99.99%	$299,970,000	$22,497,000
Meridian Infrastructure GP IV LLC (General Partner)	0.01%	$30,000	$3,000
Total	100.00%	$300,000,000	$22,500,000
Description	Amount
Prior Capital Calls (Aggregate)	$0
This Capital Call (Capital Call No. 1)	$22,500,000
Total Capital Called (Cumulative)	$22,500,000
Remaining Unfunded Commitment	$277,500,000
Line Item	Amount
Organizational Expenses	$285,000
Placement Agent Fee (Rivermark Capital Markets Inc.)	$1,050,000
Representations & Warranties Insurance Premium Deposit (Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814)	$4,875,000
Due Diligence Costs and Deposits	$12,790,000
Working Capital Reserve	$3,500,000
Total	$22,500,000
Item	Amount
Aggregate Enterprise Value	$1,950,000,000
Less: Net Debt	($900,000,000)
Equity Value	$1,050,000,000
Source	Amount	% of Total Equity
Meridian Infrastructure Partners Fund IV, LP	$750,000,000	71.43%
ICM Cascadia Co-Invest, LP (the Partnership)	$300,000,000	28.57%
Total Equity	$1,050,000,000	100.00%
Description	Amount

Total Committed Capital of the Partnership	$300,000,000
Capital Call Percentage (this Capital Call)	7.5%
Capital Call Amount	$22,500,000
Partner	Percentage Interest	Capital Call Allocation
Ironside Capital Management LP (Limited Partner)	99.99%	$22,497,000
Meridian Infrastructure GP IV LLC (General Partner)	0.01%	$3,000
Total	100.00%	$22,500,000
Line Item	Amount	% of Capital Call
1. Organizational Expenses	$285,000	1.27%
2. Placement Agent Fee (Rivermark Capital Markets Inc.)	$1,050,000	4.67%
3. Representations & Warranties Insurance Premium Deposit (Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814)	$4,875,000	21.67%
4. Due Diligence Costs and Deposits	$12,790,000	56.84%
5. Working Capital Reserve	$3,500,000	15.56%
Total	$22,500,000	100.00%

CONFIDENTIAL — SUBJECT TO THE CONFIDENTIALITY PROVISIONS OF THE LP AGREEMENT AND SIDE LETTER DATED JULY 29, 2022
August 15, 2022
Meridian Infrastructure GP IV LLC 200 Clarendon Street, Suite 4200 Boston, MA 02116
VIA ELECTRONIC DELIVERY AND OVERNIGHT COURIER
Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, NY 10022
Attention: Renata Obasi, Senior Managing Director, Infrastructure
CAPITAL CALL NOTICE NO. 1
ICM Cascadia Co-Invest, LP (EIN: 88-3921457; Delaware Secretary of State File Number: 7439218)
Capital Call Amount: $22,500,000
Dear Ms. Obasi:
This Capital Call Notice No. 1 (this "Capital Call Notice" or "Notice") is issued by Meridian Infrastructure GP IV LLC, a Delaware limited liability company (the "General Partner" or "GP"), in its capacity as the general partner of ICM Cascadia Co-Invest, LP, a Delaware limited partnership (the "Partnership" or the "Vehicle"). This Notice is delivered to Ironside Capital Management LP, a Delaware limited partnership (the "Limited Partner" or "LP"), in its capacity as the sole limited partner of the Partnership.
This Capital Call Notice is delivered pursuant to, and in accordance with, Section 4.01 of the Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP, dated as of July 29, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "LP Agreement"). Capitalized terms used but not otherwise defined in this Capital Call Notice shall have the meanings ascribed to such terms in the LP Agreement. In the event of any conflict or inconsistency between the terms of this Capital Call Notice and the terms of the LP Agreement, the terms of the LP Agreement shall govern and control in all respects.
The General Partner hereby calls capital from the Limited Partner in accordance with the terms, conditions, and provisions set forth below. The Limited Partner is required to fund its Capital Contribution in the amount and by the date specified in this Capital Call Notice, subject to the terms and conditions of the LP Agreement.
Section 1: Capital Call Details
1.1 Capital Call Amount
The total amount of this Capital Call is $22,500,000 (Twenty-Two Million Five Hundred Thousand Dollars and 00/100) (the "Capital Call Amount"). This Capital Call Amount represents 7.5% of the Total Committed Capital of the Partnership, which is $300,000,000 (Three Hundred Million Dollars and 00/100). This is the first Capital Call issued by the General Partner with respect to the Partnership since the formation and initial closing of the Partnership on July 29, 2022. No prior Capital Calls have been issued, and no prior Capital Contributions have been made by the Limited Partner or the General Partner.
1.2 Limited Partner Allocation
The Capital Call Amount is allocated between the Limited Partner and the General Partner in accordance with their respective Percentage Interests, as set forth in the LP Agreement and summarized in the table below:
The Limited Partner's pro rata share of this Capital Call is $22,497,000 (Twenty-Two Million Four Hundred Ninety-Seven Thousand Dollars and 00/100), representing 99.99% of the total Capital Call Amount. The General Partner's pro rata share of this Capital Call is $3,000 (Three Thousand Dollars and 00/100), representing 0.01% of the total Capital Call Amount. The General Partner will fund its pro rata share of the Capital Call concurrently with the Limited Partner's funding on or before the Funding Date specified in Section 3.1 below.
1.3 Cumulative Capital Called
The following table summarizes the cumulative Capital Contributions called with respect to the Partnership as of the date of this Capital Call Notice:
As of the Funding Date, the Total Capital Called will represent 7.5% of the Total Committed Capital, and the Remaining Unfunded Commitment of the Partnership will be $277,500,000, of which the Limited Partner's share of the Remaining Unfunded Commitment will be $277,473,000 and the General Partner's share of the Remaining Unfunded Commitment will be $27,000.
Section 2: Purpose of Capital Call
The proceeds of this Capital Call shall be applied by the General Partner, on behalf of the Partnership, to fund the following purposes in connection with the Partnership's proposed co-investment alongside Meridian Infrastructure Partners Fund IV, LP, a Delaware limited partnership ("Fund IV"), in the acquisition (the "Acquisition") of 100% of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation (the "Target" or "Cascadia Renewables"), through Cascadia Acquisition Corp., a Delaware corporation (the "Acquisition Vehicle"). The specific application of proceeds is set forth in Section 2.1 below, with additional detail for each line item provided in Section 2.2.
2.1 Itemized Use of Proceeds
2.2 Description of Each Line Item
Organizational Expenses — $285,000
This line item covers legal, accounting, filing fees, and other costs and expenses incurred in connection with the formation, organization, and initial structuring of the Partnership, including but not limited to: (i) legal fees and expenses paid to Calderwood & Harkness LLP (counsel to the Limited Partner) and Kendrick Thorne & Associates LLP (counsel and fund administrator to the Partnership) in connection with the drafting, negotiation, and execution of the LP Agreement, the Side Letter, subscription documents, and related organizational documents; (ii) Delaware Secretary of State filing fees in connection with the filing of the Certificate of Limited Partnership and the Certificate of Formation of the General Partner; (iii) fees and expenses payable to Cascade Systems, as registered agent of the Partnership and the General Partner in the State of Delaware; and (iv) other miscellaneous organizational costs and expenses, including the preparation of tax identification applications and opening of bank accounts.
Placement Agent Fee — $1,050,000
This line item represents the placement agent fee payable to Rivermark Capital Markets Inc. ("Rivermark"), in its capacity as placement agent for the co-investment, pursuant to the terms of the Placement Agency Agreement, dated as of June 15, 2022, between the General Partner and Rivermark. The placement agent fee is calculated as 0.35% of the Total Committed Capital of the Partnership ($300,000,000 × 0.35% = $1,050,000) and is payable in full upon the first close of the Partnership, which occurred on July 29, 2022. The placement agent fee is a one-time fee and no additional placement agent fees are anticipated to be payable by the Partnership.
Representations & Warranties Insurance Premium Deposit — $4,875,000
This line item represents the deposit premium payable to Northgate Specialty Insurance Co. ("Northgate") in connection with the representations and warranties insurance policy (Policy No. NSW-RI-2022-09814) to be obtained by the Acquisition Vehicle in connection with the Acquisition (the "R&W Policy"). The R&W Policy is expected to provide coverage of up to $195,000,000 (One Hundred Ninety-Five Million Dollars and 00/100), which amount is equal to approximately 10% of the aggregate enterprise value of the Target ($1,950,000,000). The deposit premium is calculated at a rate of 2.5% on the coverage limit ($195,000,000 × 2.5% = $4,875,000). The R&W Policy is expected to be bound on or about the date of the execution of the definitive Equity Purchase Agreement and will provide customary representations and warranties insurance coverage for the benefit of the Acquisition Vehicle and its equity holders, including the Partnership. The premium deposit will be allocated among Fund IV and the Partnership in proportion to their respective equity commitments to the Acquisition Vehicle.
Due Diligence Costs and Deposits — $12,790,000
This line item covers costs incurred and deposits made in connection with due diligence activities relating to Cascadia Renewables and its direct and indirect subsidiaries, including but not limited to: (i) legal fees and expenses of Breckenridge Sloane & Pratt LLP (transaction counsel to the General Partner and Fund IV) and Calderwood & Harkness LLP; (ii) financial due diligence fees and expenses payable to the General Partner's internal deal team and to third-party financial advisors, including Blackthorn Advisory Group LLC; (iii) environmental due diligence reports, assessments, and related consulting fees payable to Clearwater Environmental Consulting Inc., including Phase I and Phase II environmental site assessments with respect to certain of the Target's hydroelectric and wind energy facilities; (iv) quality of earnings and accounting due diligence fees payable to Halstead & Greer LLP, in its capacity as the Target's auditor and as the provider of financial due diligence services; (v) regulatory due diligence costs, including fees for counsel specializing in FERC, OPUC, and CFIUS matters; (vi) technical engineering assessments of the Target's hydroelectric and wind energy assets; and (vii) deposits required under the Equity Purchase Agreement and related transaction documents, including any break-up fee deposits or escrow payments required to be made by the Acquisition Vehicle in connection with the execution of the definitive purchase agreement.
Working Capital Reserve — $3,500,000
This line item constitutes a reserve for ongoing operating expenses of the Partnership anticipated to be incurred during the period preceding the closing of the Acquisition and, if applicable, thereafter, including but not limited to: (i) fund administration fees and expenses payable to Kendrick Thorne & Associates LLP, as fund administrator; (ii) ongoing legal fees and expenses of counsel to the General Partner and the Partnership; (iii) Delaware franchise tax payments for the Partnership and the General Partner; (iv) registered agent maintenance fees payable to Cascade Systems; (v) insurance-related costs, including directors' and officers' liability insurance premiums for the Partnership and the Acquisition Vehicle; (vi) bank charges and custodial fees associated with the Partnership's bank accounts; and (vii) other administrative expenses reasonably anticipated to be incurred by the Partnership in the ordinary course. Any portion of the Working Capital Reserve that is not used for the purposes described herein shall be returned to the Partners in accordance with the distribution provisions of the LP Agreement or applied against future Capital Calls, in each case at the discretion of the General Partner.
Section 3: Funding Date and Payment Instructions
3.1 Funding Date
In accordance with Section 4.01(b) of the LP Agreement, the Limited Partner is required to fund its Capital Contribution in the amount of $22,497,000 on or before August 25, 2022 (the "Funding Date"), which date is ten (10) Business Days from the date of this Capital Call Notice (August 15, 2022). For the avoidance of doubt, the Capital Contribution must be received by the Partnership as cleared, immediately available funds in the Partnership's designated bank account no later than 5:00 p.m. Eastern Time on the Funding Date. The Limited Partner is encouraged to initiate the wire transfer sufficiently in advance of the Funding Date to ensure timely receipt.
3.2 Wire Transfer Instructions
All Capital Contributions shall be made by wire transfer of immediately available funds in United States Dollars to the following account:
Account Name: ICM Cascadia Co-Invest, LP — Capital Account
Bank: Atlas National Bank, N.A.
Bank Address: 383 Madison Avenue, New York, NY 10179
ABA Routing Number: [To be provided separately via secure channel — see Exhibit A]
Account Number: [To be provided separately via secure channel — see Exhibit A]
Reference: "Capital Call No. 1 — Ironside Capital Management LP"
Important Notice Regarding Wire Transfer Instructions: The wire transfer instructions set forth above (including the ABA Routing Number and Account Number) will be confirmed separately by the General Partner or its authorized representative via a secure, encrypted electronic communication channel. Due to the risk of wire fraud and cybersecurity threats, the Limited Partner is strongly advised to verify all wiring instructions by contacting the General Partner directly at a known telephone number prior to initiating any wire transfer. Under no circumstances should the Limited Partner rely solely on wire instructions received via email without independent telephonic verification. The General Partner will never request a change to wiring instructions via email alone. Detailed wire transfer instructions are set forth in Exhibit A, which will be delivered under separate cover via secure channel.
3.3 Confirmation of Receipt
The General Partner, or Kendrick Thorne & Associates LLP, in its capacity as fund administrator of the Partnership, will provide written confirmation of receipt of the Limited Partner's Capital Contribution within two (2) Business Days following the Funding Date. Such confirmation shall be delivered to the Limited Partner at the notice address specified in Section 6.3 of this Capital Call Notice, or to such other address as the Limited Partner may designate in writing. The Limited Partner should contact the fund administrator at the contact information set forth below if written confirmation is not received within the foregoing time period:
Kendrick Thorne & Associates LLP Fund Administration Group
Attention: Amanda Sinclair, Vice President
Telephone: (617) 555-0134
Email: asinclair@kendrickthorne.com
Section 4: Consequences of Failure to Fund
The Limited Partner's attention is directed to Section 4.01(d) of the LP Agreement, which sets forth in detail the consequences of a failure by the Limited Partner to fund all or any portion of a Capital Call by the applicable Funding Date (a "Funding Default"). Without limiting the generality of Section 4.01(d) of the LP Agreement, the following is a summary of certain remedies available to the General Partner in the event of a Funding Default:
(a) Default Interest. The General Partner may charge default interest on any unfunded amounts at a rate equal to the lesser of (i) the prime rate as published in The Wall Street Journal on the Funding Date plus 400 basis points per annum, and (ii) the maximum rate permitted by applicable law, accruing from the Funding Date through and including the date on which the defaulting Limited Partner's Capital Contribution is received in full by the Partnership.
(b) Dilution of Interest. The General Partner may, in its sole discretion, reduce the Percentage Interest of the defaulting Limited Partner by a percentage to be determined by the General Partner in accordance with the formula set forth in Section 4.01(d)(ii) of the LP Agreement, which formula is designed to penalize the defaulting Limited Partner and compensate the non-defaulting Partners for the economic cost and burden of the Funding Default.
(c) Forced Transfer. The General Partner may require the defaulting Limited Partner to transfer all or any portion of its interest in the Partnership to a third party designated by the General Partner or to the General Partner itself, on such terms and at such price as the General Partner may determine, in each case in accordance with Section 4.01(d)(iii) of the LP Agreement.
(d) Other Remedies. The General Partner may exercise any and all other rights and remedies available to it under the LP Agreement, at law, or in equity, including without limitation the right to bring an action for specific performance or damages, and the right to set off any amounts owed to the defaulting Limited Partner against any amounts owed by the defaulting Limited Partner to the Partnership.
The foregoing summary is provided for informational purposes only and is not intended to be, and shall not be construed as, a complete or exhaustive description of the rights and remedies available to the General Partner under the LP Agreement. The General Partner expressly reserves all of its rights and remedies under the LP Agreement, at law, and in equity, in the event of a Funding Default.
Section 5: Transaction Overview
The following summary of the proposed Acquisition is provided for the Limited Partner's reference and informational purposes only and is qualified in its entirety by reference to the definitive transaction documents (including the Equity Purchase Agreement, when executed), which shall govern the terms and conditions of the Acquisition.
Target. Cascadia Renewables Holdings, Inc. ("Cascadia Renewables" or the "Target"), an Oregon corporation with its principal offices at 1100 SW Sixth Avenue, Suite 1800, Portland, OR 97204. The Target owns and operates a diversified portfolio of renewable energy and water infrastructure assets across the Pacific Northwest, comprising: (i) fourteen (14) hydroelectric power generation facilities; (ii) six (6) wind energy farms; and (iii) three (3) water-treatment concession agreements, all located across the states of Oregon, Washington, and Idaho.
Selling Shareholders. The equity interests of the Target are currently held by the following selling shareholders:
•  Timberline Growth Equity Fund III, LP — 62% of the outstanding equity
•  Weir Family Trust — 18% of the outstanding equity
•  Management Rollover Pool — 20% of the outstanding equity (with an expected 50% rollover of such management equity, representing approximately 10% of the pro forma equity capitalization of the Target following the closing of the Acquisition)
Valuation and Capital Structure.
Acquisition Structure. The Acquisition will be effected through Cascadia Acquisition Corp., a Delaware corporation (the "Acquisition Vehicle"), which is a newly formed, wholly-owned subsidiary of Meridian Infrastructure Partners Fund IV, LP and the Partnership (acting through the applicable co-investment structure). The Acquisition Vehicle will acquire 100% of the issued and outstanding equity interests of the Target pursuant to an Equity Purchase Agreement (the "EPA") to be entered into among the Acquisition Vehicle, the selling shareholders, and the Target.
Equity Commitments.
Debt Financing.
•  Senior Secured Term Loan: $975,000,000, to be provided by a syndicate of lenders led by Atlas National Bank, N.A. (as lead arranger and administrative agent) and Pinnacle Credit Partners LLC (as co-lender).
•  Revolving Credit Facility: $150,000,000, expected to be undrawn at the closing of the Acquisition, to be provided by Atlas National Bank, N.A.
Key Advisors.
•  Financial Advisor to Meridian: Blackthorn Advisory Group LLC
•  Transaction Counsel to Meridian/GP: Breckenridge Sloane & Pratt LLP
•  Counsel to the Limited Partner: Calderwood & Harkness LLP
•  Fund Administrator: Kendrick Thorne & Associates LLP
•  Target's Auditor: Halstead & Greer LLP
•  Environmental Consultant: Clearwater Environmental Consulting Inc.
•  Placement Agent: Rivermark Capital Markets Inc.
•  R&W Insurance Broker/Carrier: Northgate Specialty Insurance Co.
Transaction Status. As of the date of this Capital Call Notice, the Equity Purchase Agreement is under active negotiation among the parties and their respective counsel. The debt commitment letter from Atlas National Bank, N.A. and Pinnacle Credit Partners LLC is expected to be executed on or about August 30, 2022. The parties anticipate filing for regulatory approvals during the third and fourth quarters of 2022, including filings with the Federal Energy Regulatory Commission (FERC §203 authorization), the Oregon Public Utility Commission (OPUC), and the Committee on Foreign Investment in the United States (CFIUS), as applicable. The closing of the Acquisition is currently anticipated to occur in the first quarter of 2023, subject to the receipt of all required regulatory approvals, the satisfaction of customary closing conditions, and the execution of definitive transaction documents. The General Partner will provide the Limited Partner with updates regarding the status of the Acquisition and the anticipated timing of additional Capital Calls as further information becomes available.
Section 6: General Provisions
6.1 LP Agreement Controls
In the event of any conflict, inconsistency, or ambiguity between this Capital Call Notice and the LP Agreement, the terms and provisions of the LP Agreement shall govern and control in all respects. This Capital Call Notice is intended to supplement, and not to supersede, amend, or modify, the LP Agreement. Nothing in this Capital Call Notice shall be construed to alter, expand, or limit the rights, obligations, or remedies of the General Partner or the Limited Partner under the LP Agreement.
6.2 Governing Law
This Capital Call Notice shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction), consistent with the governing law provisions set forth in the LP Agreement.
6.3 Notices.  All notices, requests, demands, consents, and other communications under or in connection with the LP Agreement and this Capital Call Notice shall be in writing and shall be directed to the parties at the following addresses (or to such other address as either party may from time to time designate in writing):
If to the General Partner:
Meridian Infrastructure GP IV LLC 200 Clarendon Street, Suite 4200 Boston, MA 02116
Attention: Graham Whitfield, Partner, Operations
Telephone: (617) 555-0198
Email: gwhitfield@meridiangp.com
With a copy (which shall not constitute notice) to:
Breckenridge Sloane & Pratt LLP One Federal Street, Suite 3600 Boston, MA 02110
Attention: Charles A. Delacroix, Partner
Telephone: (617) 555-0245
Email: cdelacroix@breckenridgesp.com
If to the Limited Partner:
Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, NY 10022
Attention: Renata Obasi, Senior Managing Director, Infrastructure
Telephone: (212) 555-0371
Email: robasi@ironsidecapital.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004
Attention: Pamela Cross, Partner
Telephone: (212) 555-0492
Email: pcross@calderwoodharkness.com
6.4 Confidentiality.  This Capital Call Notice and its contents, including all financial, transactional, and other information contained herein, are strictly confidential and are subject to the confidentiality provisions set forth in Article XII of the LP Agreement and the Side Letter, dated as of July 29, 2022, between the General Partner and the Limited Partner (the "Side Letter"). The Limited Partner shall not disclose, distribute, or otherwise make available this Capital Call Notice or any of the information contained herein to any third party without the prior written consent of the General Partner, except as may be required by applicable law, regulation, or legal process, or as otherwise expressly permitted under the LP Agreement or the Side Letter.
[Signature Page Follows]
IN WITNESS WHEREOF, the General Partner has caused this Capital Call Notice to be duly executed and delivered as of the date first written above.
MERIDIAN INFRASTRUCTURE GP IV LLC as General Partner of ICM Cascadia Co-Invest, LP
By: ________
Name: Graham Whitfield
Title: Partner, Operations
Date: August 15, 2022
ACKNOWLEDGED AND ACCEPTED:
IRONSIDE CAPITAL MANAGEMENT LP
By: ________
Name: Renata Obasi
Title: Senior Managing Director, Infrastructure
Date: ________
EXHIBIT A
Wire Transfer Instructions
[To be provided under separate cover via secure, encrypted electronic channel. The Limited Partner is directed to contact the General Partner's authorized representative, Graham Whitfield, at (617) 555-0198 to obtain and verify the wire transfer instructions, including the ABA Routing Number and Account Number for the Partnership's Capital Account at Atlas National Bank, N.A. Under no circumstances should the Limited Partner rely solely on wiring instructions received via unencrypted email without independent telephonic verification.]
EXHIBIT B
Summary Calculation of Capital Call Amount and Pro Rata Allocation
Verification:
$300,000,000 × 7.5% = $22,500,000
$22,500,000 × 99.99% = $22,497,000 (Limited Partner)
$22,500,000 × 0.01% = $3,000 (General Partner, funding concurrently)
$22,497,000 + $3,000 = $22,500,000
EXHIBIT C
Itemized Use of Proceeds — Detailed Breakdown and Reconciliation
Reconciliation:
$285,000 + $1,050,000 + $4,875,000 + $12,790,000 + $3,500,000 = $22,500,000
Line Item Detail:
1.  Organizational Expenses ($285,000): Legal fees (Calderwood & Harkness LLP; Kendrick Thorne & Associates LLP), Delaware Secretary of State filing fees, registered agent fees (Cascade Systems), and miscellaneous organizational costs.
2.  Placement Agent Fee ($1,050,000): $300,000,000 × 0.35% = $1,050,000, payable to Rivermark Capital Markets Inc. pursuant to the Placement Agency Agreement dated June 15, 2022.
3.  R&W Insurance Premium Deposit ($4,875,000): $195,000,000 coverage limit × 2.5% premium rate = $4,875,000, payable to Northgate Specialty Insurance Co. Coverage limit equals 10% of aggregate enterprise value ($1,950,000,000 × 10% = $195,000,000).
4.  Due Diligence Costs and Deposits ($12,790,000): Legal, financial, environmental (Clearwater Environmental Consulting Inc.), accounting (Halstead & Greer LLP), regulatory, technical, and other third-party advisory fees, expenses, and deposits in connection with the proposed acquisition of Cascadia Renewables Holdings, Inc.
5.  Working Capital Reserve ($3,500,000): Fund administration fees (Kendrick Thorne & Associates LLP), ongoing legal fees, Delaware franchise tax, registered agent maintenance, insurance-related costs, bank charges, and other anticipated administrative expenses.
END OF CAPITAL CALL NOTICE NO. 1
Partner | Percentage Interest | Total Capital Commitment | Capital Call Amount (Pro Rata Share)
Ironside Capital Management LP (Limited Partner) | 99.99% | $299,970,000 | $22,497,000
Meridian Infrastructure GP IV LLC (General Partner) | 0.01% | $30,000 | $3,000
Total | 100.00% | $300,000,000 | $22,500,000
Description | Amount
Prior Capital Calls (Aggregate) | $0
This Capital Call (Capital Call No. 1) | $22,500,000
Total Capital Called (Cumulative) | $22,500,000
Remaining Unfunded Commitment | $277,500,000
Line Item | Amount
Organizational Expenses | $285,000
Placement Agent Fee (Rivermark Capital Markets Inc.) | $1,050,000
Representations & Warranties Insurance Premium Deposit (Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814) | $4,875,000
Due Diligence Costs and Deposits | $12,790,000
Working Capital Reserve | $3,500,000
Total | $22,500,000
Item | Amount
Aggregate Enterprise Value | $1,950,000,000
Less: Net Debt | ($900,000,000)
Equity Value | $1,050,000,000
Source | Amount | % of Total Equity
Meridian Infrastructure Partners Fund IV, LP | $750,000,000 | 71.43%
ICM Cascadia Co-Invest, LP (the Partnership) | $300,000,000 | 28.57%
Total Equity | $1,050,000,000 | 100.00%
Description | Amount
Total Committed Capital of the Partnership | $300,000,000
Capital Call Percentage (this Capital Call) | 7.5%
Capital Call Amount | $22,500,000
Partner | Percentage Interest | Capital Call Allocation
Ironside Capital Management LP (Limited Partner) | 99.99% | $22,497,000
Meridian Infrastructure GP IV LLC (General Partner) | 0.01% | $3,000
Total | 100.00% | $22,500,000
Line Item | Amount | % of Capital Call
1. Organizational Expenses | $285,000 | 1.27%
2. Placement Agent Fee (Rivermark Capital Markets Inc.) | $1,050,000 | 4.67%
3. Representations & Warranties Insurance Premium Deposit (Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814) | $4,875,000 | 21.67%
4. Due Diligence Costs and Deposits | $12,790,000 | 56.84%
5. Working Capital Reserve | $3,500,000 | 15.56%
Total | $22,500,000 | 100.00%

CONFIDENTIAL — SUBJECT TO THE CONFIDENTIALITY PROVISIONS OF THE LP AGREEMENT AND SIDE LETTER DATED JULY 29, 2022

VIA ELECTRONIC DELIVERY AND OVERNIGHT COURIER

CAPITAL CALL NOTICE NO. 1

ACKNOWLEDGED AND ACCEPTED:

IRONSIDE CAPITAL MANAGEMENT LP

EXHIBIT A

EXHIBIT B

EXHIBIT C

END OF CAPITAL CALL NOTICE NO. 1

Record

Parties

Dates

Amounts