1023-00001 · Ironside Capital Management LP · Capital Calls

wire-transfer-instructions-letter.docx DOCUMENT Funds

3 / 75 ← → ✕

CALDERWOOD & HARKNESS LLP Attorneys at Law

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

August 14, 2022

VIA EMAIL AND OVERNIGHT COURIER

Marcus J. Calloway Founder & Chief Investment Officer Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, New York 10022

Renata Obasi Senior Managing Director, Infrastructure Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, New York 10022

Re: ICM Cascadia Co-Invest, LP — Wire Transfer Instructions for Capital Call #1 C&H Matter Number: 1023-00001

Dear Marcus and Renata:

We write in connection with our representation of Ironside Capital Management LP ("Ironside" or the "Limited Partner") as a limited partner of ICM Cascadia Co-Invest, LP (the "Vehicle"), a Delaware limited partnership formed under the Delaware Revised Uniform Limited Partnership Act (EIN: 88-3921457; Delaware Secretary of State File Number: 7439218). As you are aware, Capital Call Notice #1, dated August 15, 2022 (the "Capital Call Notice"), is to be issued by Meridian Infrastructure GP IV LLC (the "General Partner" or "Meridian GP"), in its capacity as general partner of the Vehicle, pursuant to Section 4.01 of that certain Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP, dated as of July 29, 2022 (the "LP Agreement"). Calderwood & Harkness LLP ("C&H") has reviewed the Capital Call Notice for compliance with the terms and conditions of the LP Agreement, and we refer you to our compliance memorandum dated August 12, 2022, which was provided separately to your attention, for a detailed discussion of our analysis.

The purpose of this letter is to provide wire transfer instructions for Ironside's required capital contribution in the amount of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) in connection with Capital Call #1. This amount represents 7.5% of Ironside's total LP commitment of $299,970,000 to the Vehicle. Please review the following sections carefully, and do not hesitate to contact us with any questions before initiating the wire transfer.

1. Capital Call Summary

The following is a summary of the key financial terms of Capital Call #1, as set forth in the Capital Call Notice:

Total Capital Call Amount: $22,500,000

Percentage of Total Vehicle Commitment: This capital call represents 7.5% of the total committed capital of the Vehicle, which is $300,000,000.

Ironside's Pro Rata Share: As the holder of a 99.99% limited partnership interest in the Vehicle, Ironside's pro rata share of the capital call is $22,497,750. We note that this amount constitutes practically the entire call amount, given that the General Partner holds only a 0.01% interest in the Vehicle (representing a total GP commitment of $30,000). The General Partner's pro rata portion of this capital call is $2,250, which is being funded separately and directly by the General Partner.

Funding Deadline: Pursuant to Section 4.01 of the LP Agreement, the capital contribution must be received in the Vehicle's designated bank account within ten (10) business days from the date of the Capital Call Notice. Because the Capital Call Notice is dated August 15, 2022, the funding deadline is August 29, 2022. We strongly recommend initiating the wire transfer sufficiently in advance of this deadline to ensure timely receipt, accounting for any potential processing delays at either the originating or receiving financial institution.

Purpose of Funds: As specified in the Capital Call Notice, the proceeds of Capital Call #1 will be applied by the General Partner to the following purposes:

We have reviewed each of the foregoing line items against the applicable provisions of the LP Agreement and the Capital Call Notice and have confirmed that each falls within the categories of permissible uses of capital contributions set forth in the LP Agreement. In particular, we note that the placement-agent fee payable to Rivermark Capital Markets Inc. is consistent with the terms of the Placement Agency Agreement dated June 17, 2022, and that the R&W insurance premium deposit is consistent with the terms of the binder issued by Northgate Specialty Insurance Co. under Policy No. NSW-RI-2022-09814, which provides $195,000,000 in coverage at a rate of 2.5%.

2. Wire Transfer Instructions

Capital contributions in respect of Capital Call #1 should be wired to the Vehicle's designated capital contributions account at Atlas National Bank, N.A. The following are the wire transfer instructions for this account:

Currency and Settlement. The wire transfer must be sent in United States Dollars (USD) and must consist of immediately available funds. We note that the LP Agreement requires that all capital contributions be made in immediately available funds, and contributions received in any other form may not be credited to Ironside's capital account until such funds have been converted to immediately available funds, which could result in a delayed funding credit.

Designated Account. The account identified above is held in the name of ICM Cascadia Co-Invest, LP and is the designated capital contributions account established by the General Partner under the LP Agreement. The General Partner has confirmed that this account is maintained at Atlas National Bank, N.A. solely for the receipt of capital contributions and that the funds deposited therein will be applied exclusively to the purposes identified in the Capital Call Notice.

Reference Line. It is important that the wire transfer include the reference line exactly as specified above — "Capital Call #1 — Ironside Capital Management LP — August 2022" — to ensure prompt identification and allocation of funds upon receipt by Atlas National Bank, N.A. and the General Partner's operations team.

3. Confirmation and Verification Procedures

Upon execution of the wire transfer, we respectfully request that Ironside's treasury or operations team confirm the wire transfer by sending written confirmation (email is acceptable) to each of the following individuals at Calderwood & Harkness LLP:

• Pamela Cross, Responsible Partner — pcross@calderwoodharkness.com

• Nicholas Stern, Billing Partner — nstern@calderwoodharkness.com

• Theresa Kim, Lead Associate — tkim@calderwoodharkness.com

Written confirmation should include the wire transfer confirmation number, the date and time of initiation, the amount wired, and the name of the originating bank.

In addition, we request that Ironside send a copy of the wire confirmation to each of the following parties:

• Meridian Infrastructure GP IV LLC

Attention: Graham Whitfield, Partner, Operations

200 Clarendon Street, Suite 4200 Boston, Massachusetts 02116

Email: gwhitfield@meridianinfra.com

• Kendrick Thorne & Associates LLP (Fund Administrator)

Attention: Fund Administration Group

One Liberty Plaza, Suite 4100 New York, New York 10006

Email: fundadmin@kendrickthorne.com

Providing timely confirmation to the General Partner and the fund administrator will facilitate prompt verification and crediting of Ironside's capital account and will help ensure that the General Partner is able to deploy the called capital in accordance with the timeline contemplated in the Capital Call Notice.

Finally, we instruct Ironside to retain a copy of the wire confirmation receipt for its internal records. This documentation should be maintained as part of Ironside's books and records relating to its investment in the Vehicle, as it may be required in connection with future capital account reconciliations, tax reporting, or audit inquiries.

4. Important Reminders and Caveats

Default Remedies. We remind Ironside that failure to fund a capital call within the time period required under the LP Agreement may result in the application of default remedies pursuant to Section 4.01 of the LP Agreement. These remedies include, without limitation, the accrual of interest on late contributions at a rate equal to the lesser of (a) the prime rate as published in The Wall Street Journal on the date of default plus 4.00% per annum and (b) the maximum rate permitted by applicable law, as well as potential dilution of the defaulting limited partner's interest in the Vehicle, forfeiture of distributions otherwise payable to the defaulting limited partner, and, in the most severe circumstances, forfeiture of the defaulting limited partner's entire partnership interest. We strongly urge Ironside to ensure that the wire transfer is initiated and completed well in advance of the August 29, 2022 deadline to avoid any risk of default.

Verification of Wire Instructions — Anti-Fraud Precaution. C&H has confirmed the wire instructions set forth in Section 2 of this letter directly with Atlas National Bank, N.A. and with the General Partner's legal counsel, Breckenridge Sloane & Pratt LLP (contact: Charles A. Delacroix, Partner). Notwithstanding the foregoing, we strongly recommend that Ironside independently verify the wiring instructions by calling Atlas National Bank, N.A. at a separately confirmed telephone number before initiating the transfer. This recommendation reflects standard anti-fraud and business email compromise ("BEC") precautionary measures. Wire fraud and business email compromise schemes remain a significant and growing risk in the fund formation and capital markets context, and independent verification of wiring instructions through a separate communication channel is a critical safeguard.

Changes to Wire Instructions. We further caution Ironside that if Ironside receives any communication — whether by email, letter, telephone, or any other means — purporting to change or modify the wire transfer instructions set forth in this letter, Ironside should not act on such communication without first contacting C&H directly by telephone. Any such change request should be treated as potentially fraudulent until independently verified. The relevant telephone numbers for C&H personnel are as follows:

• Pamela Cross, Partner: (212) 558-4112

• Theresa Kim, Associate: (212) 558-4387

Scope of C&H's Role. We note that C&H is providing these wire transfer instructions solely in its capacity as legal counsel to Ironside in connection with Ironside's investment in the Vehicle. C&H does not act as escrow agent, custodian, fiduciary, or financial intermediary with respect to the funds to be transferred, and C&H does not assume any responsibility for the safekeeping, investment, or disposition of such funds once transferred to the Vehicle's account at Atlas National Bank, N.A. C&H's role is limited to providing legal advice and assistance to Ironside in connection with the LP Agreement and related transaction documents, and nothing in this letter should be construed as creating any escrow arrangement, custodial obligation, or fiduciary duty on the part of C&H with respect to the capital contribution or any other funds.

5. Post-Funding Matters

For your planning purposes, we wish to provide a brief overview of the anticipated next steps following the funding of Capital Call #1.

Allocation of Capital Call Proceeds. Upon receipt of the funds called pursuant to Capital Call #1, Meridian Infrastructure GP IV LLC, as General Partner, will allocate the capital call proceeds to the designated purposes set forth in the Capital Call Notice, as summarized in Section 1 above. The General Partner has indicated that the allocation will be completed promptly following receipt of funds from all limited partners.

Capital Account Statement. Kendrick Thorne & Associates LLP, in its capacity as the Vehicle's independent fund administrator, will update Ironside's capital account to reflect the funded amount. A capital account statement reflecting the contribution made in connection with Capital Call #1 will be provided to Ironside in due course following the funding deadline. We recommend that Ironside review this statement upon receipt and promptly notify both C&H and the fund administrator of any discrepancies.

Anticipated Next Steps. The following additional milestones are currently anticipated in connection with the Vehicle's investment activities:

• Execution of the Equity Purchase Agreement: The General Partner has indicated that the definitive Equity Purchase Agreement for the target acquisition is targeted for execution in mid-September 2022. C&H will continue to review and negotiate the terms of the Equity Purchase Agreement on Ironside's behalf and will provide a summary memorandum prior to execution.

• Binding of Representations & Warranties Insurance Policy: The R&W insurance policy underwritten by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814) is targeted for binding on or about September 1, 2022. The premium deposit funded through Capital Call #1 will be applied toward the total premium due upon binding.

• Regulatory Filing Preparation: Preparation and filing of required regulatory approvals remains ongoing, 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). C&H will continue to coordinate with Breckenridge Sloane & Pratt LLP and applicable regulatory counsel on the timeline and strategy for these filings.

We will keep you apprised of developments with respect to each of the foregoing matters as additional information becomes available.

Please do not hesitate to contact Pamela Cross, Responsible Partner, at (212) 558-4112 or pcross@calderwoodharkness.com, or Theresa Kim, Lead Associate, at (212) 558-4387 or tkim@calderwoodharkness.com, with any questions regarding the wire transfer instructions set forth in this letter, the Capital Call Notice, or any related matters. We are available at your convenience to discuss any aspect of this matter.

We look forward to working with you and the broader Ironside team as the Vehicle proceeds toward closing.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Pamela Cross Partner, Funds & Asset Management

cc: Nicholas Stern, Partner, Calderwood & Harkness LLP Theresa Kim, Associate, Calderwood & Harkness LLP Owen Fischer, Associate, Calderwood & Harkness LLP

Enclosure: Copy of Capital Call Notice #1 (dated August 15, 2022) [to be distributed upon issuance]

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

This letter and any attachments hereto are intended solely for the use of the addressee(s) named above and may contain information that is privileged, confidential, and exempt from disclosure under applicable law, including the attorney-client privilege and the work product doctrine. If you are not the intended recipient, or have received this communication in error, please notify Calderwood & Harkness LLP immediately at (212) 558-4000 and destroy all copies of this letter and any attachments. Any unauthorized review, use, disclosure, copying, or distribution of this letter or the information contained herein is strictly prohibited and may violate applicable federal and state law. Receipt of this letter by any person other than the intended recipient(s) is not intended to waive, and does not waive, any privilege or protection attaching to this communication.

Category	Amount
Organizational expenses	$285,000
Placement-agent fee (Rivermark Capital Markets Inc.) (0.35% × $300,000,000 committed capital)	$1,050,000
Representations & warranties insurance premium deposit (Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814) (2.5% rate on $195,000,000 coverage limit)	$4,875,000
Due-diligence costs and deposits	$12,790,000
Working-capital reserve	$3,500,000
Total	$22,500,000
Field	Details
Bank Name	Atlas National Bank, N.A.
Bank Address	383 Madison Avenue, New York, New York 10179
ABA Routing Number	021-083-742
SWIFT Code	ATLSUS3N
Account Name	ICM Cascadia Co-Invest, LP — Capital Contributions Account
Account Number	8491-7320-6155
Reference / Memo Line	"Capital Call #1 — Ironside Capital Management LP — August 2022"

CALDERWOOD & HARKNESS LLP Attorneys at Law
125 Broad Street, 44th Floor New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
August 14, 2022
VIA EMAIL AND OVERNIGHT COURIER
Marcus J. Calloway Founder & Chief Investment Officer Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, New York 10022
Renata Obasi Senior Managing Director, Infrastructure Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, New York 10022
Re: ICM Cascadia Co-Invest, LP — Wire Transfer Instructions for Capital Call #1 C&H Matter Number: 1023-00001
Dear Marcus and Renata:
We write in connection with our representation of Ironside Capital Management LP ("Ironside" or the "Limited Partner") as a limited partner of ICM Cascadia Co-Invest, LP (the "Vehicle"), a Delaware limited partnership formed under the Delaware Revised Uniform Limited Partnership Act (EIN: 88-3921457; Delaware Secretary of State File Number: 7439218). As you are aware, Capital Call Notice #1, dated August 15, 2022 (the "Capital Call Notice"), is to be issued by Meridian Infrastructure GP IV LLC (the "General Partner" or "Meridian GP"), in its capacity as general partner of the Vehicle, pursuant to Section 4.01 of that certain Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP, dated as of July 29, 2022 (the "LP Agreement"). Calderwood & Harkness LLP ("C&H") has reviewed the Capital Call Notice for compliance with the terms and conditions of the LP Agreement, and we refer you to our compliance memorandum dated August 12, 2022, which was provided separately to your attention, for a detailed discussion of our analysis.
The purpose of this letter is to provide wire transfer instructions for Ironside's required capital contribution in the amount of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) in connection with Capital Call #1. This amount represents 7.5% of Ironside's total LP commitment of $299,970,000 to the Vehicle. Please review the following sections carefully, and do not hesitate to contact us with any questions before initiating the wire transfer.
1. Capital Call Summary
The following is a summary of the key financial terms of Capital Call #1, as set forth in the Capital Call Notice:
Total Capital Call Amount: $22,500,000
Percentage of Total Vehicle Commitment: This capital call represents 7.5% of the total committed capital of the Vehicle, which is $300,000,000.
Ironside's Pro Rata Share: As the holder of a 99.99% limited partnership interest in the Vehicle, Ironside's pro rata share of the capital call is $22,497,750. We note that this amount constitutes practically the entire call amount, given that the General Partner holds only a 0.01% interest in the Vehicle (representing a total GP commitment of $30,000). The General Partner's pro rata portion of this capital call is $2,250, which is being funded separately and directly by the General Partner.
Funding Deadline: Pursuant to Section 4.01 of the LP Agreement, the capital contribution must be received in the Vehicle's designated bank account within ten (10) business days from the date of the Capital Call Notice. Because the Capital Call Notice is dated August 15, 2022, the funding deadline is August 29, 2022. We strongly recommend initiating the wire transfer sufficiently in advance of this deadline to ensure timely receipt, accounting for any potential processing delays at either the originating or receiving financial institution.
Purpose of Funds: As specified in the Capital Call Notice, the proceeds of Capital Call #1 will be applied by the General Partner to the following purposes:
We have reviewed each of the foregoing line items against the applicable provisions of the LP Agreement and the Capital Call Notice and have confirmed that each falls within the categories of permissible uses of capital contributions set forth in the LP Agreement. In particular, we note that the placement-agent fee payable to Rivermark Capital Markets Inc. is consistent with the terms of the Placement Agency Agreement dated June 17, 2022, and that the R&W insurance premium deposit is consistent with the terms of the binder issued by Northgate Specialty Insurance Co. under Policy No. NSW-RI-2022-09814, which provides $195,000,000 in coverage at a rate of 2.5%.
2. Wire Transfer Instructions
Capital contributions in respect of Capital Call #1 should be wired to the Vehicle's designated capital contributions account at Atlas National Bank, N.A. The following are the wire transfer instructions for this account:
Currency and Settlement. The wire transfer must be sent in United States Dollars (USD) and must consist of immediately available funds. We note that the LP Agreement requires that all capital contributions be made in immediately available funds, and contributions received in any other form may not be credited to Ironside's capital account until such funds have been converted to immediately available funds, which could result in a delayed funding credit.
Designated Account. The account identified above is held in the name of ICM Cascadia Co-Invest, LP and is the designated capital contributions account established by the General Partner under the LP Agreement. The General Partner has confirmed that this account is maintained at Atlas National Bank, N.A. solely for the receipt of capital contributions and that the funds deposited therein will be applied exclusively to the purposes identified in the Capital Call Notice.
Reference Line. It is important that the wire transfer include the reference line exactly as specified above — "Capital Call #1 — Ironside Capital Management LP — August 2022" — to ensure prompt identification and allocation of funds upon receipt by Atlas National Bank, N.A. and the General Partner's operations team.
3. Confirmation and Verification Procedures
Upon execution of the wire transfer, we respectfully request that Ironside's treasury or operations team confirm the wire transfer by sending written confirmation (email is acceptable) to each of the following individuals at Calderwood & Harkness LLP:
• Pamela Cross, Responsible Partner — pcross@calderwoodharkness.com
• Nicholas Stern, Billing Partner — nstern@calderwoodharkness.com
• Theresa Kim, Lead Associate — tkim@calderwoodharkness.com
Written confirmation should include the wire transfer confirmation number, the date and time of initiation, the amount wired, and the name of the originating bank.
In addition, we request that Ironside send a copy of the wire confirmation to each of the following parties:
• Meridian Infrastructure GP IV LLC
Attention: Graham Whitfield, Partner, Operations
200 Clarendon Street, Suite 4200 Boston, Massachusetts 02116
Email: gwhitfield@meridianinfra.com
• Kendrick Thorne & Associates LLP (Fund Administrator)
Attention: Fund Administration Group
One Liberty Plaza, Suite 4100 New York, New York 10006
Email: fundadmin@kendrickthorne.com
Providing timely confirmation to the General Partner and the fund administrator will facilitate prompt verification and crediting of Ironside's capital account and will help ensure that the General Partner is able to deploy the called capital in accordance with the timeline contemplated in the Capital Call Notice.
Finally, we instruct Ironside to retain a copy of the wire confirmation receipt for its internal records. This documentation should be maintained as part of Ironside's books and records relating to its investment in the Vehicle, as it may be required in connection with future capital account reconciliations, tax reporting, or audit inquiries.
4. Important Reminders and Caveats
Default Remedies. We remind Ironside that failure to fund a capital call within the time period required under the LP Agreement may result in the application of default remedies pursuant to Section 4.01 of the LP Agreement. These remedies include, without limitation, the accrual of interest on late contributions at a rate equal to the lesser of (a) the prime rate as published in The Wall Street Journal on the date of default plus 4.00% per annum and (b) the maximum rate permitted by applicable law, as well as potential dilution of the defaulting limited partner's interest in the Vehicle, forfeiture of distributions otherwise payable to the defaulting limited partner, and, in the most severe circumstances, forfeiture of the defaulting limited partner's entire partnership interest. We strongly urge Ironside to ensure that the wire transfer is initiated and completed well in advance of the August 29, 2022 deadline to avoid any risk of default.
Verification of Wire Instructions — Anti-Fraud Precaution. C&H has confirmed the wire instructions set forth in Section 2 of this letter directly with Atlas National Bank, N.A. and with the General Partner's legal counsel, Breckenridge Sloane & Pratt LLP (contact: Charles A. Delacroix, Partner). Notwithstanding the foregoing, we strongly recommend that Ironside independently verify the wiring instructions by calling Atlas National Bank, N.A. at a separately confirmed telephone number before initiating the transfer. This recommendation reflects standard anti-fraud and business email compromise ("BEC") precautionary measures. Wire fraud and business email compromise schemes remain a significant and growing risk in the fund formation and capital markets context, and independent verification of wiring instructions through a separate communication channel is a critical safeguard.
Changes to Wire Instructions. We further caution Ironside that if Ironside receives any communication — whether by email, letter, telephone, or any other means — purporting to change or modify the wire transfer instructions set forth in this letter, Ironside should not act on such communication without first contacting C&H directly by telephone. Any such change request should be treated as potentially fraudulent until independently verified. The relevant telephone numbers for C&H personnel are as follows:
• Pamela Cross, Partner: (212) 558-4112
• Theresa Kim, Associate: (212) 558-4387
Scope of C&H's Role. We note that C&H is providing these wire transfer instructions solely in its capacity as legal counsel to Ironside in connection with Ironside's investment in the Vehicle. C&H does not act as escrow agent, custodian, fiduciary, or financial intermediary with respect to the funds to be transferred, and C&H does not assume any responsibility for the safekeeping, investment, or disposition of such funds once transferred to the Vehicle's account at Atlas National Bank, N.A. C&H's role is limited to providing legal advice and assistance to Ironside in connection with the LP Agreement and related transaction documents, and nothing in this letter should be construed as creating any escrow arrangement, custodial obligation, or fiduciary duty on the part of C&H with respect to the capital contribution or any other funds.
5. Post-Funding Matters
For your planning purposes, we wish to provide a brief overview of the anticipated next steps following the funding of Capital Call #1.
Allocation of Capital Call Proceeds. Upon receipt of the funds called pursuant to Capital Call #1, Meridian Infrastructure GP IV LLC, as General Partner, will allocate the capital call proceeds to the designated purposes set forth in the Capital Call Notice, as summarized in Section 1 above. The General Partner has indicated that the allocation will be completed promptly following receipt of funds from all limited partners.
Capital Account Statement. Kendrick Thorne & Associates LLP, in its capacity as the Vehicle's independent fund administrator, will update Ironside's capital account to reflect the funded amount. A capital account statement reflecting the contribution made in connection with Capital Call #1 will be provided to Ironside in due course following the funding deadline. We recommend that Ironside review this statement upon receipt and promptly notify both C&H and the fund administrator of any discrepancies.
Anticipated Next Steps. The following additional milestones are currently anticipated in connection with the Vehicle's investment activities:
• Execution of the Equity Purchase Agreement: The General Partner has indicated that the definitive Equity Purchase Agreement for the target acquisition is targeted for execution in mid-September 2022. C&H will continue to review and negotiate the terms of the Equity Purchase Agreement on Ironside's behalf and will provide a summary memorandum prior to execution.
• Binding of Representations & Warranties Insurance Policy: The R&W insurance policy underwritten by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814) is targeted for binding on or about September 1, 2022. The premium deposit funded through Capital Call #1 will be applied toward the total premium due upon binding.
• Regulatory Filing Preparation: Preparation and filing of required regulatory approvals remains ongoing, 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). C&H will continue to coordinate with Breckenridge Sloane & Pratt LLP and applicable regulatory counsel on the timeline and strategy for these filings.
We will keep you apprised of developments with respect to each of the foregoing matters as additional information becomes available.
Please do not hesitate to contact Pamela Cross, Responsible Partner, at (212) 558-4112 or pcross@calderwoodharkness.com, or Theresa Kim, Lead Associate, at (212) 558-4387 or tkim@calderwoodharkness.com, with any questions regarding the wire transfer instructions set forth in this letter, the Capital Call Notice, or any related matters. We are available at your convenience to discuss any aspect of this matter.
We look forward to working with you and the broader Ironside team as the Vehicle proceeds toward closing.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Pamela Cross Partner, Funds & Asset Management
cc: Nicholas Stern, Partner, Calderwood & Harkness LLP Theresa Kim, Associate, Calderwood & Harkness LLP Owen Fischer, Associate, Calderwood & Harkness LLP
Enclosure: Copy of Capital Call Notice #1 (dated August 15, 2022) [to be distributed upon issuance]
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
This letter and any attachments hereto are intended solely for the use of the addressee(s) named above and may contain information that is privileged, confidential, and exempt from disclosure under applicable law, including the attorney-client privilege and the work product doctrine. If you are not the intended recipient, or have received this communication in error, please notify Calderwood & Harkness LLP immediately at (212) 558-4000 and destroy all copies of this letter and any attachments. Any unauthorized review, use, disclosure, copying, or distribution of this letter or the information contained herein is strictly prohibited and may violate applicable federal and state law. Receipt of this letter by any person other than the intended recipient(s) is not intended to waive, and does not waive, any privilege or protection attaching to this communication.
Category | Amount
Organizational expenses | $285,000
Placement-agent fee (Rivermark Capital Markets Inc.) (0.35% × $300,000,000 committed capital) | $1,050,000
Representations & warranties insurance premium deposit (Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814) (2.5% rate on $195,000,000 coverage limit) | $4,875,000
Due-diligence costs and deposits | $12,790,000
Working-capital reserve | $3,500,000
Total | $22,500,000
Field | Details
Bank Name | Atlas National Bank, N.A.
Bank Address | 383 Madison Avenue, New York, New York 10179
ABA Routing Number | 021-083-742
SWIFT Code | ATLSUS3N
Account Name | ICM Cascadia Co-Invest, LP — Capital Contributions Account
Account Number | 8491-7320-6155
Reference / Memo Line | "Capital Call #1 — Ironside Capital Management LP — August 2022"

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA EMAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts