1023-00001 · Ironside Capital Management LP · Correspondence

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP 125 Broad Street, 44th Floor New York, NY 10004

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

September 10, 2022

Via Email and Overnight Courier

Charles A. Delacroix, Esq. Breckenridge Sloane & Pratt LLP One Federal Street, Suite 3600 Boston, MA 02110

Re: Equity Purchase Agreement dated September 15, 2022 (in negotiation; expected execution) — Supplemental Comments on Disclosure Schedules of Cascadia Renewables Holdings, Inc.

Proposed Acquisition of 100% of the Equity of Cascadia Renewables Holdings, Inc. ("Cascadia" or "CRH") by Cascadia Acquisition Corp., a newly formed Delaware corporation owned by Meridian Infrastructure Partners Fund IV, LP ("Fund IV") and ICM Cascadia Co-Invest, LP ("ICM Co-Invest" or the "Vehicle")

C&H Matter Number: 1023-00001

Dear Charles:

I am writing on behalf of our client, Ironside Capital Management LP ("Ironside" or "ICM"), in its capacity as the 99.99% limited partner in ICM Cascadia Co-Invest, LP, in connection with the Equity Purchase Agreement (the "EPA") currently under negotiation among the Selling Shareholders (Timberline Growth Equity Fund III, LP, the Weir Family Trust, and the Management Rollover Pool), Cascadia Renewables Holdings, Inc. ("Cascadia" or "CRH"), and Cascadia Acquisition Corp. (the "Buyer"). As you are aware, Ironside, through ICM Co-Invest, holds a 28.57% interest in the total equity committed to the acquisition, representing $300 million of the $1,050 million in total equity to be contributed in connection with the closing.

The purpose of this letter is to provide Ironside's supplemental comments on the draft disclosure schedules circulated by your firm on behalf of Meridian Infrastructure Partners LP and the Selling Shareholders on September 2, 2022, which we understand were prepared with input from Cascadia's counsel, Ridgeway, Ashford & Malone PC (Nina R. Castellano), and Timberline's counsel, Garvey Lennox LLP (Steven F. Yun). These comments supplement, and should be read alongside, Calderwood & Harkness's marked draft of the EPA, which was previously circulated to all transaction counsel on August 20, 2022.

We have organized our comments below by general observations, schedule-by-schedule commentary, comments on disclosure standards and qualifications, and process and timing requests. We respectfully request your prompt attention to these matters in light of the September 15, 2022 targeted execution date.

I. General Observations Regarding Disclosure Schedule Completeness

At the outset, we have several overarching observations regarding the disclosure schedules as currently drafted that apply across multiple sections.

Updating Obligation. We request that all schedules be updated to reflect information through a date no earlier than five (5) business days prior to the execution of the EPA. As currently drafted, a number of the schedules appear to reflect information only as of mid-August 2022, and we are aware from the ongoing due diligence process that certain material developments have occurred in the interim period that are not yet captured. To ensure the accuracy of the disclosure schedules as of the date of execution, and to preserve the integrity of the bring-down condition at closing, timely updates are essential.

Underlying Documents. We note that several schedules reference documents by title alone but do not include copies, summaries, or substantive descriptions of the referenced documents. For example, certain entries on Schedule 3.7 identify contracts by name and counterparty without providing material commercial terms. We request that all underlying documents referenced in the schedules be made available in the electronic data room maintained by Veracross Data Solutions or, where practicable, appended to the schedules themselves. Ironside's investment professionals and outside advisors must be afforded the opportunity to review the underlying documentation in order to fully assess the scope of the disclosures.

Cross-Referencing. We request the implementation of comprehensive cross-referencing between schedules where disclosed items implicate multiple representations and warranties. By way of illustration, a disclosed contract on Schedule 3.7 that involves environmental remediation obligations should be cross-referenced to Schedule 3.10 (Environmental Matters). Similarly, a contract that is the subject of pending litigation should be cross-referenced to Schedule 3.12 (Litigation and Proceedings). The absence of such cross-references creates a risk that the disclosure schedules, read as a whole, may fail to provide adequate notice of items that are relevant to more than one representation.

Parity of Disclosure. We wish to emphasize that ICM Co-Invest, as a co-investor bearing 28.57% of the equity risk in this transaction — representing a $300 million capital commitment — requires the same level of disclosure granularity as the lead investor, Fund IV. Ironside's investment committee has been clear that it will not authorize the funding of the equity commitment at closing unless and until it has received disclosure schedules that meet the standards set forth in this letter. We trust that this expectation is consistent with the cooperative approach that has characterized the negotiations to date.

II. Schedule-by-Schedule Comments

We turn now to our comments on specific disclosure schedules. The absence of a comment on any particular schedule should not be construed as acceptance of the current form of that schedule, and Ironside expressly reserves the right to provide additional comments following review of any updated schedules.

A. Schedule 3.1 — Organization and Good Standing

We request confirmation that Cascadia and each of its direct and indirect subsidiaries are in good standing in their respective jurisdictions of organization. Our understanding is that CRH is organized under the laws of the State of Oregon; however, the current draft of Schedule 3.1 does not confirm the jurisdictions of organization for all subsidiaries, nor does it provide certificates of good standing or equivalent documentation for each entity.

Given that Cascadia's operations span Oregon, Washington, and Idaho, we request that the schedule be supplemented to include a complete list of every subsidiary (including intermediate holding companies), together with:

(a) the jurisdiction of organization of each such subsidiary;

(b) the ownership percentage held by CRH or any intermediate holding company in each such subsidiary;

(c) the qualification status of each such subsidiary in each state where it conducts business or is otherwise required to be qualified to do business; and

(d) confirmation that each entity is in good standing (or the equivalent thereof) in its jurisdiction of organization and in each state where it is so qualified.

We note that our due diligence memorandum on corporate structure and subsidiaries, dated August 8, 2022, identified certain subsidiaries that are not yet reflected in the current draft of this schedule. In particular, we identified three intermediate holding entities organized in Delaware that appear to sit between CRH and several of the operating subsidiaries that own the hydroelectric facilities in Washington State. We request that these entities be added to the schedule, with complete organizational and qualification information.

B. Schedule 3.4 — Capitalization

We request that Schedule 3.4 be supplemented to include a complete capitalization table showing all issued and outstanding equity interests in Cascadia, broken down by class and holder. In particular, the schedule should clearly set forth:

(a) Timberline Growth Equity Fund III, LP's 62% ownership interest, together with a description of any drag-along rights, tag-along rights, preemptive rights, or other equity-related rights that survive or terminate at closing;

(b) the Weir Family Trust's 18% ownership interest, together with confirmation of trustee designation (we understand that Jonathan M. Weir currently serves as trustee) and any restrictions on transfer or consent requirements applicable to the Trust's interest;

(c) the interests held by the approximately 25 members of the Management Rollover Pool, which collectively hold approximately 20% of the equity of Cascadia, together with identification of which members are expected to roll over approximately 50% of their interests (representing approximately 10% of the total post-closing equity) and the terms and conditions of such rollover; and

(d) any outstanding options, warrants, convertible instruments, phantom equity, profit interests, stock appreciation rights, or other equity-linked securities or arrangements, whether or not currently exercisable or vested.

We further request confirmation of the treatment of the Management Rollover Pool interests at closing, including any adjustments to the rollover consideration, vesting schedules applicable to rollover interests, and any employment or non-compete conditions attached to the rollover.

C. Schedule 3.7 — Material Contracts

Of all the disclosure schedules, Schedule 3.7 requires the most substantial supplementation. Given that the contracted revenue base is the fundamental driver of valuation in this transaction — and noting that the enterprise value of $1.95 billion implies an EV/EBITDA multiple of approximately 14.1x based on FY 2021 EBITDA of $138 million — incomplete disclosure of material contracts directly affects Ironside's assessment of risk and its ability to validate the assumptions underlying its investment thesis.

Power Purchase Agreements. We request an itemized listing of all power purchase agreements ("PPAs") to which Cascadia or any subsidiary is a party, including for each PPA:

(a) the identity of the counterparty;

(b) the facility or facilities covered by the PPA;

(d) the annual revenue attributable to such PPA (or, if variable, the range of revenue over the most recent three fiscal years);

(e) renewal provisions, including any automatic renewal terms, notice requirements, and pricing mechanisms applicable upon renewal; and

(f) any termination rights, including for convenience, for cause, or upon a change of control.

Bull Run Filtration Project Concession. We request full and specific disclosure of the concession agreement with the Portland Metropolitan Water District relating to the Bull Run Filtration Project. We understand this concession has a 40-year term, was originally executed circa 2018, and generates annual revenue of approximately $64 million. Given the significance of this single contract to Cascadia's overall revenue profile, the schedule should include:

(a) a detailed summary of the concession agreement terms, including pricing, performance standards, and availability requirements;

(b) all amendment provisions, including the process and conditions for renegotiation of concession terms;

(d) termination provisions, including rights of the Portland Metropolitan Water District to terminate for convenience or upon a default;

(e) dispute resolution mechanisms; and

(f) any assignment or change-of-control provisions that may be triggered by the acquisition.

Remaining Contract Life. We note that the weighted-average remaining life of Cascadia's long-term contracts is approximately 22 years. We request that the schedule disclose the remaining term for each material contract individually, to allow Ironside to assess the distribution of contract maturities and associated re-contracting risk.

Operations, Equipment, and Interconnection. We request disclosure of all operations and maintenance ("O&M") agreements, equipment supply agreements, and interconnection agreements for each of Cascadia's 14 hydroelectric facilities and 6 wind farms, together with the identity of the counterparty, term, and material financial terms of each such agreement.

Municipal Water-Service Contracts. We request disclosure of all municipal water-service contracts related to Cascadia's 3 water-treatment concessions, including the Bull Run Filtration Project and the two additional concessions, with the same level of detail requested above for PPAs.

Change-of-Control Provisions. We request specific identification of any contracts (whether PPAs, concession agreements, O&M agreements, financing agreements, or otherwise) that contain change-of-control provisions or consent requirements that may be triggered by the consummation of the transactions contemplated by the EPA. For each such contract, we request identification of the relevant provision, the nature of the consent or notice requirement, and the current status of any efforts to obtain such consent or provide such notice.

D. Schedule 3.8 — Real Property

We request that Schedule 3.8 be supplemented to provide a comprehensive listing of all owned and leased real property of Cascadia and its subsidiaries. This should encompass facility sites for all 14 hydroelectric facilities, 6 wind farms, and 3 water-treatment facilities, together with any administrative offices, maintenance facilities, warehouses, or other real property used in the business.

For each owned parcel, the schedule should identify the record owner, legal description or tax parcel identification number, acreage, and any encumbrances of record (including mortgages, liens, easements, restrictions, and covenants). For each leased parcel, the schedule should identify the landlord, the term and expiration date, the annual rent, and any renewal or purchase options.

We further request disclosure of all easements, rights-of-way, and land-use entitlements upon which Cascadia or any subsidiary relies for the operation of its facilities, including transmission line easements, water rights easements, and road access easements. For each such easement or entitlement, the schedule should disclose the grantor, the term (including expiration date, if applicable), and any renewal terms.

We also request identification of any properties that are subject to condemnation proceedings, eminent domain actions, boundary disputes, or title defects. We note that our due diligence memorandum on real property and easements, dated August 25, 2022, flagged certain parcels in Washington State where title insurance commitments revealed potential encroachments and unresolved boundary questions. These items should be specifically addressed in the updated schedule.

E. Schedule 3.9 — Intellectual Property

We request that Schedule 3.9 be supplemented to include a complete listing of all registered trademarks, patents, patent applications, and domain names owned by Cascadia or any subsidiary, together with the registration or application number, the jurisdiction of registration, and the current status (including any upcoming renewal deadlines).

Additionally, we request disclosure of all material software licenses and proprietary technology used in the operation of Cascadia's facilities, including supervisory control and data acquisition ("SCADA") systems, asset management software, and any proprietary modeling or optimization tools. For each such license, the schedule should identify the licensor, the scope of the license, the term, and any restrictions on transfer or assignment.

We cross-reference our intellectual property due diligence memorandum dated August 23, 2022, which identified certain software licenses that may require licensor consent in connection with a change of control. These items should be reflected on the updated schedule and, where applicable, cross-referenced to Schedule 3.7 (Material Contracts).

F. Schedule 3.10 — Environmental Matters

Environmental matters are of particular significance in the context of this transaction given the nature of Cascadia's operations and the regulatory environments in Oregon, Washington, and Idaho. We request that Schedule 3.10 be substantially supplemented in the following respects:

Environmental Assessment Findings. The schedule should specifically address all findings from the Phase I and Phase II environmental assessment reports prepared by Clearwater Environmental Consulting Inc. We understand that these reports, which were prepared as part of the pre-transaction due diligence process, identified certain recognized environmental conditions at several facility sites. The current draft of the schedule does not appear to address these findings in a manner that would allow Ironside to assess the scope or magnitude of any resulting liabilities.

Remediation Obligations. We request disclosure of all pending or anticipated remediation obligations, consent orders, compliance schedules, and voluntary cleanup agreements to which Cascadia or any subsidiary is a party or by which it is bound. For each such obligation, the schedule should identify the facility, the nature of the contamination or condition, the regulatory authority with jurisdiction, the estimated cost of remediation, and the expected timeline for completion.

Environmental Permits. We request a comprehensive listing of all environmental permits held by Cascadia and its subsidiaries for each facility across Oregon, Washington, and Idaho, including but not limited to Clean Water Act NPDES permits, Clean Air Act permits, and any state-specific environmental authorizations. For each permit, the schedule should disclose the issuing authority, the permit number, the expiration date, and any pending renewal applications or compliance issues.

We cross-reference our environmental due diligence memorandum dated August 29, 2022, which identified certain potential liabilities that are not reflected in the current draft of the schedule. Those potential liabilities relate to, among other things, historical discharges at two of the hydroelectric facilities in Oregon and potential wetlands encroachment issues at one of the wind farm sites in Washington. We request that the schedule be updated to address each of these items specifically.

G. Schedule 3.11 — Regulatory Permits and Licenses

Given the heavily regulated nature of Cascadia's business, Schedule 3.11 must provide a comprehensive accounting of all material governmental permits, licenses, and authorizations.

FERC Hydroelectric Licenses. We request a complete listing of all FERC hydroelectric licenses held by Cascadia or its subsidiaries, including for each license:

(a) the license number;

(b) the associated facility or project;

(d) any pending relicensing proceedings, together with the applicable FERC docket number, the date the relicensing application was filed (or is expected to be filed), and the status of any such proceeding; and

(e) any material conditions, restrictions, or ongoing compliance obligations imposed under each license.

We note that FERC Docket Number EC22-143-000 relates to the Section 203 transfer application filed in connection with the acquisition; however, the underlying FERC licenses for each hydroelectric facility should be separately and individually disclosed on this schedule.

State Permits and Water Rights. We request disclosure of all state utility permits and water rights held by Cascadia and its subsidiaries across Oregon, Washington, and Idaho, together with the issuing authority, permit or license number, and expiration or renewal date for each.

Change-of-Control Requirements. We request confirmation of the status of all permits required for the ongoing operations of Cascadia's facilities, together with identification of any permits that require transfer, assignment, reissuance, or governmental consent in connection with the change of control contemplated by the EPA. For each such permit, the schedule should indicate whether the required consent or approval has been obtained, applied for, or is expected to be applied for prior to closing.

Pending Regulatory Applications. We note the pending application before the Oregon Public Utility Commission (Docket No. UM-2287, filed October 14, 2022) and the FERC Section 203 application (filed October 19, 2022). The schedule should identify all regulatory approvals required for the consummation of the transactions contemplated by the EPA, together with the applicable regulatory body, docket or application number (where available), filing date (or anticipated filing date), and expected timeline for resolution.

H. Schedule 3.12 — Litigation and Proceedings

We request that Schedule 3.12 be supplemented to provide complete disclosure of all pending, threatened, or reasonably anticipated litigation, arbitration, or administrative proceedings involving Cascadia or any of its subsidiaries, whether as plaintiff, defendant, or otherwise. For each such proceeding, the schedule should identify:

(a) the parties;

(b) the court, tribunal, or administrative body;

(d) the nature of the claims and the relief sought;

(e) the current status; and

(f) the Company's reasonable assessment of the likelihood and magnitude of any potential adverse outcome.

We request specific disclosure of any disputes related to the Portland Metropolitan Water District concession or any other municipal counterparty, given the significance of the concession revenue to Cascadia's overall financial profile. We also request disclosure of any regulatory investigations or inquiries, whether formal or informal, by any federal, state, or local governmental authority.

We cross-reference our litigation due diligence memorandum dated August 19, 2022, which identified certain matters that should be reflected on this schedule.

I. Schedule 3.13 — Employee Matters and Benefits

We request that Schedule 3.13 be supplemented as follows:

Employment Agreements. We request complete disclosure of all employment agreements, offer letters, and compensation arrangements for senior management of Cascadia and its subsidiaries, including without limitation the agreements with Jonathan M. Weir (Chief Executive Officer) and Sandra K. Llewellyn (Chief Financial Officer). For each such agreement, the schedule should identify the parties, the material compensation terms (including base salary, bonus arrangements, and equity or equity-linked compensation), the term of employment, and any restrictive covenants (including non-competition, non-solicitation, and confidentiality provisions).

Benefit Plans. We request disclosure of all employee benefit plans, pension obligations, and post-retirement benefit commitments maintained or contributed to by Cascadia or any subsidiary, including all plans that are subject to ERISA. The schedule should identify the type of plan, the plan sponsor, the number of participants, and any material underfunding or compliance issues.

Collective Bargaining Agreements. We request identification of any collective bargaining agreements to which Cascadia or any subsidiary is a party, together with the applicable union, the facilities covered, the term and expiration date, and any pending or anticipated labor disputes or renegotiation proceedings.

Change-of-Control Arrangements. We request disclosure of any change-of-control payments, severance obligations, retention bonuses, or golden parachute arrangements that may be triggered by the consummation of the transactions contemplated by the EPA. For each such arrangement, the schedule should identify the affected individual, the triggering event, and the estimated cost to Cascadia or the Buyer.

We cross-reference our employment and benefits due diligence memorandum dated August 26, 2022, which identified several items that require additional disclosure.

J. Schedule 3.14 — Tax Matters

We request that Schedule 3.14 be supplemented to include the following:

Tax Audits and Disputes. Disclosure of all pending tax audits, assessments, or disputes at the federal, state, and local level involving Cascadia or any subsidiary, including the identity of the taxing authority, the tax years at issue, the nature of the audit or dispute, and the amounts at stake.

Tax Compliance. Confirmation that all tax returns required to be filed by Cascadia and its subsidiaries have been timely filed (or valid extensions obtained) and that all taxes shown to be due on such returns have been timely paid.

Tax-Sharing and Indemnification Agreements. Disclosure of any tax-sharing agreements, tax-indemnification agreements, or tax-allocation agreements among Cascadia, Timberline Growth Equity Fund III, LP, and their respective affiliates, together with summaries of the material terms of each such agreement.

We note that the Cascadia financial information for FY 2021 — including revenue of $487 million and EBITDA of $138 million — was audited by Halstead & Greer LLP. We request confirmation that the tax-related disclosures on Schedule 3.14 are consistent with the positions taken in the audited financial statements and, to the extent of any inconsistency, that such inconsistency be specifically identified and explained.

K. Schedule 3.15 — Insurance

We request that Schedule 3.15 be supplemented to include a complete listing of all insurance policies maintained by Cascadia and its subsidiaries, including without limitation:

(a) property insurance;

(b) casualty insurance;

(d) workers' compensation insurance;

(e) environmental liability insurance;

(f) directors' and officers' liability insurance;

(g) professional liability and errors and omissions insurance; and

(h) any other material insurance policies.

For each policy, the schedule should identify the insurer, the policy number, the coverage limits, the deductible or retention amount, the policy period, and any material exclusions or conditions.

We note that the transaction documents contemplate a D&O tail policy to be provided by Sentinel Directors & Officers Underwriters Inc. We request confirmation of the material terms of such tail policy, including the coverage period, coverage limits, and the identity of the insured persons.

Additionally, we request disclosure of any pending or anticipated insurance claims, including claims that have been submitted but not yet resolved and claims that are reasonably expected to be submitted in the near term.

III. Comments on Disclosure Standards and Qualifications

In addition to the schedule-by-schedule comments set forth above, we have several comments regarding the disclosure standards and qualifications employed in the schedules as currently drafted.

Materiality Scrapes. We object to the use of unqualified materiality scrapes in certain disclosure schedules. As currently drafted, several schedules purport to disclose only items that are "material" to Cascadia and its subsidiaries, taken as a whole, without defining the materiality threshold. We request that, where the concept of materiality is used as a disclosure threshold, it be defined quantitatively (e.g., contracts with aggregate consideration in excess of a specified dollar amount, or liabilities in excess of a specified dollar amount). This approach is consistent with the representations and warranties in the EPA itself, and the disclosure schedules should be prepared on a consistent basis.

Knowledge Qualification. We request that the phrase "to the knowledge of the Company," as used in the disclosure schedules, be defined consistently with the corresponding definition in the EPA — namely, as the actual knowledge of Jonathan M. Weir (Chief Executive Officer) and Sandra K. Llewellyn (Chief Financial Officer), in each case after reasonable inquiry of those employees and advisors who would reasonably be expected to have knowledge of the matters in question. The current draft of certain schedules appears to use a bare actual knowledge standard without the reasonable inquiry component, which is inconsistent with the EPA and is not acceptable to Ironside.

Overly Broad Qualifiers. We request the removal of overly broad qualifiers such as "in all material respects," "except as would not be material," and similar formulations from schedules where specificity is required. The purpose of the disclosure schedules is to identify specific items, not to provide generalized statements of compliance qualified by materiality hedges. Where the Selling Shareholders believe that a particular matter is immaterial, the appropriate approach is either to disclose the item with an explanatory note or to omit it entirely with the understanding that the associated representation will stand unqualified with respect to such item.

R&W Insurance Implications. We wish to bring to your attention that the representations and warranties insurance policy bound by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814), which provides a coverage limit of $195 million (representing approximately 10% of enterprise value), relies on the accuracy and completeness of the disclosure schedules. Incomplete or imprecise disclosures in the schedules could jeopardize coverage under the R&W policy in the event of a post-closing claim. It is therefore in the mutual interest of all parties that the disclosure schedules be prepared with the level of care and specificity that the R&W insurer expects and that Ironside requires.

IV. Process and Timing Requests

In light of the targeted EPA execution date of September 15, 2022, we respectfully make the following requests regarding process and timing:

Updated Schedules. We request that updated disclosure schedules, reflecting the comments in this letter (and any additional comments from Fund IV's counsel), be circulated to all transaction counsel no later than September 13, 2022 — that is, no fewer than two (2) business days before the targeted execution date. This will allow Ironside's deal team and outside counsel adequate time to review the updated schedules, confer with Ironside's investment committee, and, if necessary, raise any remaining issues prior to execution.

Scheduling a Call. We request that a call be scheduled between Calderwood & Harkness and Breckenridge Sloane & Pratt at the earliest practicable time to discuss the most significant comments set forth in this letter, with particular focus on Schedule 3.7 (Material Contracts) and Schedule 3.10 (Environmental Matters). If counsel for Cascadia (Nina R. Castellano at Ridgeway, Ashford & Malone PC) and counsel for Timberline (Steven F. Yun at Garvey Lennox LLP) are available to participate in such call, their participation would be welcome and would facilitate efficient resolution of these issues.

Reservation of Rights. Ironside expressly reserves the right to provide additional comments following its review of any updated disclosure schedules. The comments in this letter are based on the draft schedules as circulated on September 2, 2022, and Ironside's review of the final schedules may identify additional issues or deficiencies.

Interrelationship with EPA Negotiations. We note that Ironside has also communicated its markup comments on the EPA itself, and certain disclosure schedule issues are interrelated with the ongoing negotiation of the representations and warranties, indemnification provisions, and closing conditions in the EPA. To the extent that changes to the EPA affect the scope or applicability of any disclosure schedule, we expect that the schedules will be updated accordingly.

V. Closing

We appreciate your cooperation and responsiveness throughout this process, and we recognize the considerable effort that has gone into the preparation of the draft disclosure schedules. The comments in this letter are offered in a constructive spirit and are intended to ensure that the disclosure schedules, as finalized, provide the level of completeness and specificity that Ironside requires in connection with its $300 million equity commitment (representing 28.57% of total equity) through ICM Cascadia Co-Invest, LP.

For the avoidance of doubt, this letter does not constitute a waiver of any of the rights of Ironside or ICM Co-Invest under the LP Agreement of ICM Cascadia Co-Invest, LP, the Co-Investment Allocation Agreement, the EPA, or any other transaction document, whether now in effect or hereafter entered into.

We are available to discuss any of the foregoing comments at your convenience and look forward to working with you to resolve these matters in advance of the targeted execution date.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Pamela Cross, Partner

Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004 Direct: (212) 558-4217

Email: pcross@calderwoodharkness.com

cc:

Marcus J. Calloway, Ironside Capital Management LP Renata Obasi, Ironside Capital Management LP Nicholas Stern, Calderwood & Harkness LLP Theresa Kim, Calderwood & Harkness LLP Owen Fischer, Calderwood & Harkness LLP

Enclosures: None. Comments are provided in the body of this letter. Cross-references to C&H due diligence memoranda and the C&H marked draft of the EPA dated August 20, 2022 are incorporated by reference.

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 125 Broad Street, 44th Floor New York, NY 10004
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
September 10, 2022
Via Email and Overnight Courier
Charles A. Delacroix, Esq. Breckenridge Sloane & Pratt LLP One Federal Street, Suite 3600 Boston, MA 02110
Re: Equity Purchase Agreement dated September 15, 2022 (in negotiation; expected execution) — Supplemental Comments on Disclosure Schedules of Cascadia Renewables Holdings, Inc.
Proposed Acquisition of 100% of the Equity of Cascadia Renewables Holdings, Inc. ("Cascadia" or "CRH") by Cascadia Acquisition Corp., a newly formed Delaware corporation owned by Meridian Infrastructure Partners Fund IV, LP ("Fund IV") and ICM Cascadia Co-Invest, LP ("ICM Co-Invest" or the "Vehicle")
C&H Matter Number: 1023-00001
Dear Charles:
I am writing on behalf of our client, Ironside Capital Management LP ("Ironside" or "ICM"), in its capacity as the 99.99% limited partner in ICM Cascadia Co-Invest, LP, in connection with the Equity Purchase Agreement (the "EPA") currently under negotiation among the Selling Shareholders (Timberline Growth Equity Fund III, LP, the Weir Family Trust, and the Management Rollover Pool), Cascadia Renewables Holdings, Inc. ("Cascadia" or "CRH"), and Cascadia Acquisition Corp. (the "Buyer"). As you are aware, Ironside, through ICM Co-Invest, holds a 28.57% interest in the total equity committed to the acquisition, representing $300 million of the $1,050 million in total equity to be contributed in connection with the closing.
The purpose of this letter is to provide Ironside's supplemental comments on the draft disclosure schedules circulated by your firm on behalf of Meridian Infrastructure Partners LP and the Selling Shareholders on September 2, 2022, which we understand were prepared with input from Cascadia's counsel, Ridgeway, Ashford & Malone PC (Nina R. Castellano), and Timberline's counsel, Garvey Lennox LLP (Steven F. Yun). These comments supplement, and should be read alongside, Calderwood & Harkness's marked draft of the EPA, which was previously circulated to all transaction counsel on August 20, 2022.
We have organized our comments below by general observations, schedule-by-schedule commentary, comments on disclosure standards and qualifications, and process and timing requests. We respectfully request your prompt attention to these matters in light of the September 15, 2022 targeted execution date.
I. General Observations Regarding Disclosure Schedule Completeness
At the outset, we have several overarching observations regarding the disclosure schedules as currently drafted that apply across multiple sections.
Updating Obligation. We request that all schedules be updated to reflect information through a date no earlier than five (5) business days prior to the execution of the EPA. As currently drafted, a number of the schedules appear to reflect information only as of mid-August 2022, and we are aware from the ongoing due diligence process that certain material developments have occurred in the interim period that are not yet captured. To ensure the accuracy of the disclosure schedules as of the date of execution, and to preserve the integrity of the bring-down condition at closing, timely updates are essential.
Underlying Documents. We note that several schedules reference documents by title alone but do not include copies, summaries, or substantive descriptions of the referenced documents. For example, certain entries on Schedule 3.7 identify contracts by name and counterparty without providing material commercial terms. We request that all underlying documents referenced in the schedules be made available in the electronic data room maintained by Veracross Data Solutions or, where practicable, appended to the schedules themselves. Ironside's investment professionals and outside advisors must be afforded the opportunity to review the underlying documentation in order to fully assess the scope of the disclosures.
Cross-Referencing. We request the implementation of comprehensive cross-referencing between schedules where disclosed items implicate multiple representations and warranties. By way of illustration, a disclosed contract on Schedule 3.7 that involves environmental remediation obligations should be cross-referenced to Schedule 3.10 (Environmental Matters). Similarly, a contract that is the subject of pending litigation should be cross-referenced to Schedule 3.12 (Litigation and Proceedings). The absence of such cross-references creates a risk that the disclosure schedules, read as a whole, may fail to provide adequate notice of items that are relevant to more than one representation.
Parity of Disclosure. We wish to emphasize that ICM Co-Invest, as a co-investor bearing 28.57% of the equity risk in this transaction — representing a $300 million capital commitment — requires the same level of disclosure granularity as the lead investor, Fund IV. Ironside's investment committee has been clear that it will not authorize the funding of the equity commitment at closing unless and until it has received disclosure schedules that meet the standards set forth in this letter. We trust that this expectation is consistent with the cooperative approach that has characterized the negotiations to date.
II. Schedule-by-Schedule Comments
We turn now to our comments on specific disclosure schedules. The absence of a comment on any particular schedule should not be construed as acceptance of the current form of that schedule, and Ironside expressly reserves the right to provide additional comments following review of any updated schedules.
A. Schedule 3.1 — Organization and Good Standing
We request confirmation that Cascadia and each of its direct and indirect subsidiaries are in good standing in their respective jurisdictions of organization. Our understanding is that CRH is organized under the laws of the State of Oregon; however, the current draft of Schedule 3.1 does not confirm the jurisdictions of organization for all subsidiaries, nor does it provide certificates of good standing or equivalent documentation for each entity.
Given that Cascadia's operations span Oregon, Washington, and Idaho, we request that the schedule be supplemented to include a complete list of every subsidiary (including intermediate holding companies), together with:
(a) the jurisdiction of organization of each such subsidiary;
(b) the ownership percentage held by CRH or any intermediate holding company in each such subsidiary;
(c) the qualification status of each such subsidiary in each state where it conducts business or is otherwise required to be qualified to do business; and
(d) confirmation that each entity is in good standing (or the equivalent thereof) in its jurisdiction of organization and in each state where it is so qualified.
We note that our due diligence memorandum on corporate structure and subsidiaries, dated August 8, 2022, identified certain subsidiaries that are not yet reflected in the current draft of this schedule. In particular, we identified three intermediate holding entities organized in Delaware that appear to sit between CRH and several of the operating subsidiaries that own the hydroelectric facilities in Washington State. We request that these entities be added to the schedule, with complete organizational and qualification information.
B. Schedule 3.4 — Capitalization
We request that Schedule 3.4 be supplemented to include a complete capitalization table showing all issued and outstanding equity interests in Cascadia, broken down by class and holder. In particular, the schedule should clearly set forth:
(a) Timberline Growth Equity Fund III, LP's 62% ownership interest, together with a description of any drag-along rights, tag-along rights, preemptive rights, or other equity-related rights that survive or terminate at closing;
(b) the Weir Family Trust's 18% ownership interest, together with confirmation of trustee designation (we understand that Jonathan M. Weir currently serves as trustee) and any restrictions on transfer or consent requirements applicable to the Trust's interest;
(c) the interests held by the approximately 25 members of the Management Rollover Pool, which collectively hold approximately 20% of the equity of Cascadia, together with identification of which members are expected to roll over approximately 50% of their interests (representing approximately 10% of the total post-closing equity) and the terms and conditions of such rollover; and
(d) any outstanding options, warrants, convertible instruments, phantom equity, profit interests, stock appreciation rights, or other equity-linked securities or arrangements, whether or not currently exercisable or vested.
We further request confirmation of the treatment of the Management Rollover Pool interests at closing, including any adjustments to the rollover consideration, vesting schedules applicable to rollover interests, and any employment or non-compete conditions attached to the rollover.
C. Schedule 3.7 — Material Contracts
Of all the disclosure schedules, Schedule 3.7 requires the most substantial supplementation. Given that the contracted revenue base is the fundamental driver of valuation in this transaction — and noting that the enterprise value of $1.95 billion implies an EV/EBITDA multiple of approximately 14.1x based on FY 2021 EBITDA of $138 million — incomplete disclosure of material contracts directly affects Ironside's assessment of risk and its ability to validate the assumptions underlying its investment thesis.
Power Purchase Agreements. We request an itemized listing of all power purchase agreements ("PPAs") to which Cascadia or any subsidiary is a party, including for each PPA:
(a) the identity of the counterparty;
(b) the facility or facilities covered by the PPA;
(c) the original term, commencement date, and expiration date;
(d) the annual revenue attributable to such PPA (or, if variable, the range of revenue over the most recent three fiscal years);
(e) renewal provisions, including any automatic renewal terms, notice requirements, and pricing mechanisms applicable upon renewal; and
(f) any termination rights, including for convenience, for cause, or upon a change of control.
Bull Run Filtration Project Concession. We request full and specific disclosure of the concession agreement with the Portland Metropolitan Water District relating to the Bull Run Filtration Project. We understand this concession has a 40-year term, was originally executed circa 2018, and generates annual revenue of approximately $64 million. Given the significance of this single contract to Cascadia's overall revenue profile, the schedule should include:
(a) a detailed summary of the concession agreement terms, including pricing, performance standards, and availability requirements;
(b) all amendment provisions, including the process and conditions for renegotiation of concession terms;
(c) any force majeure provisions and their scope;
(d) termination provisions, including rights of the Portland Metropolitan Water District to terminate for convenience or upon a default;
(e) dispute resolution mechanisms; and
(f) any assignment or change-of-control provisions that may be triggered by the acquisition.
Remaining Contract Life. We note that the weighted-average remaining life of Cascadia's long-term contracts is approximately 22 years. We request that the schedule disclose the remaining term for each material contract individually, to allow Ironside to assess the distribution of contract maturities and associated re-contracting risk.
Operations, Equipment, and Interconnection. We request disclosure of all operations and maintenance ("O&M") agreements, equipment supply agreements, and interconnection agreements for each of Cascadia's 14 hydroelectric facilities and 6 wind farms, together with the identity of the counterparty, term, and material financial terms of each such agreement.
Municipal Water-Service Contracts. We request disclosure of all municipal water-service contracts related to Cascadia's 3 water-treatment concessions, including the Bull Run Filtration Project and the two additional concessions, with the same level of detail requested above for PPAs.
Change-of-Control Provisions. We request specific identification of any contracts (whether PPAs, concession agreements, O&M agreements, financing agreements, or otherwise) that contain change-of-control provisions or consent requirements that may be triggered by the consummation of the transactions contemplated by the EPA. For each such contract, we request identification of the relevant provision, the nature of the consent or notice requirement, and the current status of any efforts to obtain such consent or provide such notice.
D. Schedule 3.8 — Real Property
We request that Schedule 3.8 be supplemented to provide a comprehensive listing of all owned and leased real property of Cascadia and its subsidiaries. This should encompass facility sites for all 14 hydroelectric facilities, 6 wind farms, and 3 water-treatment facilities, together with any administrative offices, maintenance facilities, warehouses, or other real property used in the business.
For each owned parcel, the schedule should identify the record owner, legal description or tax parcel identification number, acreage, and any encumbrances of record (including mortgages, liens, easements, restrictions, and covenants). For each leased parcel, the schedule should identify the landlord, the term and expiration date, the annual rent, and any renewal or purchase options.
We further request disclosure of all easements, rights-of-way, and land-use entitlements upon which Cascadia or any subsidiary relies for the operation of its facilities, including transmission line easements, water rights easements, and road access easements. For each such easement or entitlement, the schedule should disclose the grantor, the term (including expiration date, if applicable), and any renewal terms.
We also request identification of any properties that are subject to condemnation proceedings, eminent domain actions, boundary disputes, or title defects. We note that our due diligence memorandum on real property and easements, dated August 25, 2022, flagged certain parcels in Washington State where title insurance commitments revealed potential encroachments and unresolved boundary questions. These items should be specifically addressed in the updated schedule.
E. Schedule 3.9 — Intellectual Property
We request that Schedule 3.9 be supplemented to include a complete listing of all registered trademarks, patents, patent applications, and domain names owned by Cascadia or any subsidiary, together with the registration or application number, the jurisdiction of registration, and the current status (including any upcoming renewal deadlines).
Additionally, we request disclosure of all material software licenses and proprietary technology used in the operation of Cascadia's facilities, including supervisory control and data acquisition ("SCADA") systems, asset management software, and any proprietary modeling or optimization tools. For each such license, the schedule should identify the licensor, the scope of the license, the term, and any restrictions on transfer or assignment.
We cross-reference our intellectual property due diligence memorandum dated August 23, 2022, which identified certain software licenses that may require licensor consent in connection with a change of control. These items should be reflected on the updated schedule and, where applicable, cross-referenced to Schedule 3.7 (Material Contracts).
F. Schedule 3.10 — Environmental Matters
Environmental matters are of particular significance in the context of this transaction given the nature of Cascadia's operations and the regulatory environments in Oregon, Washington, and Idaho. We request that Schedule 3.10 be substantially supplemented in the following respects:
Environmental Assessment Findings. The schedule should specifically address all findings from the Phase I and Phase II environmental assessment reports prepared by Clearwater Environmental Consulting Inc. We understand that these reports, which were prepared as part of the pre-transaction due diligence process, identified certain recognized environmental conditions at several facility sites. The current draft of the schedule does not appear to address these findings in a manner that would allow Ironside to assess the scope or magnitude of any resulting liabilities.
Remediation Obligations. We request disclosure of all pending or anticipated remediation obligations, consent orders, compliance schedules, and voluntary cleanup agreements to which Cascadia or any subsidiary is a party or by which it is bound. For each such obligation, the schedule should identify the facility, the nature of the contamination or condition, the regulatory authority with jurisdiction, the estimated cost of remediation, and the expected timeline for completion.
Environmental Permits. We request a comprehensive listing of all environmental permits held by Cascadia and its subsidiaries for each facility across Oregon, Washington, and Idaho, including but not limited to Clean Water Act NPDES permits, Clean Air Act permits, and any state-specific environmental authorizations. For each permit, the schedule should disclose the issuing authority, the permit number, the expiration date, and any pending renewal applications or compliance issues.
We cross-reference our environmental due diligence memorandum dated August 29, 2022, which identified certain potential liabilities that are not reflected in the current draft of the schedule. Those potential liabilities relate to, among other things, historical discharges at two of the hydroelectric facilities in Oregon and potential wetlands encroachment issues at one of the wind farm sites in Washington. We request that the schedule be updated to address each of these items specifically.
G. Schedule 3.11 — Regulatory Permits and Licenses
Given the heavily regulated nature of Cascadia's business, Schedule 3.11 must provide a comprehensive accounting of all material governmental permits, licenses, and authorizations.
FERC Hydroelectric Licenses. We request a complete listing of all FERC hydroelectric licenses held by Cascadia or its subsidiaries, including for each license:
(a) the license number;
(b) the associated facility or project;
(c) the original issuance date and expiration date;
(d) any pending relicensing proceedings, together with the applicable FERC docket number, the date the relicensing application was filed (or is expected to be filed), and the status of any such proceeding; and
(e) any material conditions, restrictions, or ongoing compliance obligations imposed under each license.
We note that FERC Docket Number EC22-143-000 relates to the Section 203 transfer application filed in connection with the acquisition; however, the underlying FERC licenses for each hydroelectric facility should be separately and individually disclosed on this schedule.
State Permits and Water Rights. We request disclosure of all state utility permits and water rights held by Cascadia and its subsidiaries across Oregon, Washington, and Idaho, together with the issuing authority, permit or license number, and expiration or renewal date for each.
Change-of-Control Requirements. We request confirmation of the status of all permits required for the ongoing operations of Cascadia's facilities, together with identification of any permits that require transfer, assignment, reissuance, or governmental consent in connection with the change of control contemplated by the EPA. For each such permit, the schedule should indicate whether the required consent or approval has been obtained, applied for, or is expected to be applied for prior to closing.
Pending Regulatory Applications. We note the pending application before the Oregon Public Utility Commission (Docket No. UM-2287, filed October 14, 2022) and the FERC Section 203 application (filed October 19, 2022). The schedule should identify all regulatory approvals required for the consummation of the transactions contemplated by the EPA, together with the applicable regulatory body, docket or application number (where available), filing date (or anticipated filing date), and expected timeline for resolution.
H. Schedule 3.12 — Litigation and Proceedings
We request that Schedule 3.12 be supplemented to provide complete disclosure of all pending, threatened, or reasonably anticipated litigation, arbitration, or administrative proceedings involving Cascadia or any of its subsidiaries, whether as plaintiff, defendant, or otherwise. For each such proceeding, the schedule should identify:
(a) the parties;
(b) the court, tribunal, or administrative body;
(c) the case or docket number;
(d) the nature of the claims and the relief sought;
(e) the current status; and
(f) the Company's reasonable assessment of the likelihood and magnitude of any potential adverse outcome.
We request specific disclosure of any disputes related to the Portland Metropolitan Water District concession or any other municipal counterparty, given the significance of the concession revenue to Cascadia's overall financial profile. We also request disclosure of any regulatory investigations or inquiries, whether formal or informal, by any federal, state, or local governmental authority.
We cross-reference our litigation due diligence memorandum dated August 19, 2022, which identified certain matters that should be reflected on this schedule.
I. Schedule 3.13 — Employee Matters and Benefits
We request that Schedule 3.13 be supplemented as follows:
Employment Agreements. We request complete disclosure of all employment agreements, offer letters, and compensation arrangements for senior management of Cascadia and its subsidiaries, including without limitation the agreements with Jonathan M. Weir (Chief Executive Officer) and Sandra K. Llewellyn (Chief Financial Officer). For each such agreement, the schedule should identify the parties, the material compensation terms (including base salary, bonus arrangements, and equity or equity-linked compensation), the term of employment, and any restrictive covenants (including non-competition, non-solicitation, and confidentiality provisions).
Benefit Plans. We request disclosure of all employee benefit plans, pension obligations, and post-retirement benefit commitments maintained or contributed to by Cascadia or any subsidiary, including all plans that are subject to ERISA. The schedule should identify the type of plan, the plan sponsor, the number of participants, and any material underfunding or compliance issues.
Collective Bargaining Agreements. We request identification of any collective bargaining agreements to which Cascadia or any subsidiary is a party, together with the applicable union, the facilities covered, the term and expiration date, and any pending or anticipated labor disputes or renegotiation proceedings.
Change-of-Control Arrangements. We request disclosure of any change-of-control payments, severance obligations, retention bonuses, or golden parachute arrangements that may be triggered by the consummation of the transactions contemplated by the EPA. For each such arrangement, the schedule should identify the affected individual, the triggering event, and the estimated cost to Cascadia or the Buyer.
We cross-reference our employment and benefits due diligence memorandum dated August 26, 2022, which identified several items that require additional disclosure.
J. Schedule 3.14 — Tax Matters
We request that Schedule 3.14 be supplemented to include the following:
Tax Audits and Disputes. Disclosure of all pending tax audits, assessments, or disputes at the federal, state, and local level involving Cascadia or any subsidiary, including the identity of the taxing authority, the tax years at issue, the nature of the audit or dispute, and the amounts at stake.
Tax Compliance. Confirmation that all tax returns required to be filed by Cascadia and its subsidiaries have been timely filed (or valid extensions obtained) and that all taxes shown to be due on such returns have been timely paid.
Tax-Sharing and Indemnification Agreements. Disclosure of any tax-sharing agreements, tax-indemnification agreements, or tax-allocation agreements among Cascadia, Timberline Growth Equity Fund III, LP, and their respective affiliates, together with summaries of the material terms of each such agreement.
We note that the Cascadia financial information for FY 2021 — including revenue of $487 million and EBITDA of $138 million — was audited by Halstead & Greer LLP. We request confirmation that the tax-related disclosures on Schedule 3.14 are consistent with the positions taken in the audited financial statements and, to the extent of any inconsistency, that such inconsistency be specifically identified and explained.
K. Schedule 3.15 — Insurance
We request that Schedule 3.15 be supplemented to include a complete listing of all insurance policies maintained by Cascadia and its subsidiaries, including without limitation:
(a) property insurance;
(b) casualty insurance;
(c) commercial general liability insurance;
(d) workers' compensation insurance;
(e) environmental liability insurance;
(f) directors' and officers' liability insurance;
(g) professional liability and errors and omissions insurance; and
(h) any other material insurance policies.
For each policy, the schedule should identify the insurer, the policy number, the coverage limits, the deductible or retention amount, the policy period, and any material exclusions or conditions.
We note that the transaction documents contemplate a D&O tail policy to be provided by Sentinel Directors & Officers Underwriters Inc. We request confirmation of the material terms of such tail policy, including the coverage period, coverage limits, and the identity of the insured persons.
Additionally, we request disclosure of any pending or anticipated insurance claims, including claims that have been submitted but not yet resolved and claims that are reasonably expected to be submitted in the near term.
III. Comments on Disclosure Standards and Qualifications
In addition to the schedule-by-schedule comments set forth above, we have several comments regarding the disclosure standards and qualifications employed in the schedules as currently drafted.
Materiality Scrapes. We object to the use of unqualified materiality scrapes in certain disclosure schedules. As currently drafted, several schedules purport to disclose only items that are "material" to Cascadia and its subsidiaries, taken as a whole, without defining the materiality threshold. We request that, where the concept of materiality is used as a disclosure threshold, it be defined quantitatively (e.g., contracts with aggregate consideration in excess of a specified dollar amount, or liabilities in excess of a specified dollar amount). This approach is consistent with the representations and warranties in the EPA itself, and the disclosure schedules should be prepared on a consistent basis.
Knowledge Qualification. We request that the phrase "to the knowledge of the Company," as used in the disclosure schedules, be defined consistently with the corresponding definition in the EPA — namely, as the actual knowledge of Jonathan M. Weir (Chief Executive Officer) and Sandra K. Llewellyn (Chief Financial Officer), in each case after reasonable inquiry of those employees and advisors who would reasonably be expected to have knowledge of the matters in question. The current draft of certain schedules appears to use a bare actual knowledge standard without the reasonable inquiry component, which is inconsistent with the EPA and is not acceptable to Ironside.
Overly Broad Qualifiers. We request the removal of overly broad qualifiers such as "in all material respects," "except as would not be material," and similar formulations from schedules where specificity is required. The purpose of the disclosure schedules is to identify specific items, not to provide generalized statements of compliance qualified by materiality hedges. Where the Selling Shareholders believe that a particular matter is immaterial, the appropriate approach is either to disclose the item with an explanatory note or to omit it entirely with the understanding that the associated representation will stand unqualified with respect to such item.
R&W Insurance Implications. We wish to bring to your attention that the representations and warranties insurance policy bound by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814), which provides a coverage limit of $195 million (representing approximately 10% of enterprise value), relies on the accuracy and completeness of the disclosure schedules. Incomplete or imprecise disclosures in the schedules could jeopardize coverage under the R&W policy in the event of a post-closing claim. It is therefore in the mutual interest of all parties that the disclosure schedules be prepared with the level of care and specificity that the R&W insurer expects and that Ironside requires.
IV. Process and Timing Requests
In light of the targeted EPA execution date of September 15, 2022, we respectfully make the following requests regarding process and timing:
Updated Schedules. We request that updated disclosure schedules, reflecting the comments in this letter (and any additional comments from Fund IV's counsel), be circulated to all transaction counsel no later than September 13, 2022 — that is, no fewer than two (2) business days before the targeted execution date. This will allow Ironside's deal team and outside counsel adequate time to review the updated schedules, confer with Ironside's investment committee, and, if necessary, raise any remaining issues prior to execution.
Scheduling a Call. We request that a call be scheduled between Calderwood & Harkness and Breckenridge Sloane & Pratt at the earliest practicable time to discuss the most significant comments set forth in this letter, with particular focus on Schedule 3.7 (Material Contracts) and Schedule 3.10 (Environmental Matters). If counsel for Cascadia (Nina R. Castellano at Ridgeway, Ashford & Malone PC) and counsel for Timberline (Steven F. Yun at Garvey Lennox LLP) are available to participate in such call, their participation would be welcome and would facilitate efficient resolution of these issues.
Reservation of Rights. Ironside expressly reserves the right to provide additional comments following its review of any updated disclosure schedules. The comments in this letter are based on the draft schedules as circulated on September 2, 2022, and Ironside's review of the final schedules may identify additional issues or deficiencies.
Interrelationship with EPA Negotiations. We note that Ironside has also communicated its markup comments on the EPA itself, and certain disclosure schedule issues are interrelated with the ongoing negotiation of the representations and warranties, indemnification provisions, and closing conditions in the EPA. To the extent that changes to the EPA affect the scope or applicability of any disclosure schedule, we expect that the schedules will be updated accordingly.
V. Closing
We appreciate your cooperation and responsiveness throughout this process, and we recognize the considerable effort that has gone into the preparation of the draft disclosure schedules. The comments in this letter are offered in a constructive spirit and are intended to ensure that the disclosure schedules, as finalized, provide the level of completeness and specificity that Ironside requires in connection with its $300 million equity commitment (representing 28.57% of total equity) through ICM Cascadia Co-Invest, LP.
For the avoidance of doubt, this letter does not constitute a waiver of any of the rights of Ironside or ICM Co-Invest under the LP Agreement of ICM Cascadia Co-Invest, LP, the Co-Investment Allocation Agreement, the EPA, or any other transaction document, whether now in effect or hereafter entered into.
We are available to discuss any of the foregoing comments at your convenience and look forward to working with you to resolve these matters in advance of the targeted execution date.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Pamela Cross, Partner
Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004 Direct: (212) 558-4217
Email: pcross@calderwoodharkness.com
cc:
Marcus J. Calloway, Ironside Capital Management LP Renata Obasi, Ironside Capital Management LP Nicholas Stern, Calderwood & Harkness LLP Theresa Kim, Calderwood & Harkness LLP Owen Fischer, Calderwood & Harkness LLP
Enclosures: None. Comments are provided in the body of this letter. Cross-references to C&H due diligence memoranda and the C&H marked draft of the EPA dated August 20, 2022 are incorporated by reference.

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CALDERWOOD & HARKNESS LLP

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