1023-00001 · Ironside Capital Management LP · Dormancy/Compliance

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM

TO:

Marcus J. Calloway, Founder & Chief Investment Officer, Ironside Capital Management LP

Renata Obasi, Senior Managing Director, Infrastructure, Ironside Capital Management LP

FROM:

Theresa Kim, Lead Associate, Funds & Asset Management, Calderwood & Harkness LLP

Owen Fischer, Working Associate, Funds & Asset Management, Calderwood & Harkness LLP

REVIEWED BY:

Pamela Cross, Responsible Partner, Funds & Asset Management, Calderwood & Harkness LLP

Nicholas Stern, Billing Partner, Funds & Asset Management, Calderwood & Harkness LLP

DATE: February 2023

RE: Annual Compliance Memorandum — ICM Cascadia Co-Invest, LP (EIN: 88-3921457; DE SOS File No. 7439218) — Fiscal Year 2022

C&H Matter No.: 1023-00001

I. Executive Summary

The purpose of this memorandum is to set forth the results of Calderwood & Harkness LLP's ("C&H") annual compliance review for ICM Cascadia Co-Invest, LP (the "Vehicle" or "ICM Co-Invest"), covering all state entity-maintenance, tax filing, registered-agent, and related compliance obligations for the fiscal year ending December 31, 2022 ("FY 2022"). This memorandum has been prepared at the direction of Ironside Capital Management LP ("Ironside") and is intended to provide Ironside's senior leadership with a comprehensive summary of the Vehicle's compliance posture and a forward-looking calendar of upcoming obligations.

ICM Cascadia Co-Invest, LP was formed as a Delaware limited partnership on July 22, 2022, upon the filing of its Certificate of Limited Partnership with the Delaware Secretary of State. The Vehicle was organized as a special-purpose co-investment vehicle to invest alongside Meridian Infrastructure Partners Fund IV, LP (the "Main Fund") in the proposed acquisition of 100% of the equity of Cascadia Renewables Holdings, Inc. ("Cascadia"), an Oregon corporation, through Cascadia Acquisition Corp., a newly formed Delaware corporation.

The general partner of the Vehicle is Meridian Infrastructure GP IV LLC ("Meridian GP IV" or the "General Partner"), a Delaware limited liability company, which holds a 0.01% general partner interest representing a capital commitment of $30,000. The sole limited partner is Ironside Capital Management LP, which holds a 99.99% limited partner interest representing a capital commitment of $299,970,000. The total committed capital of the Vehicle is $300,000,000.

As of the date of this memorandum, capital called to date totals $22,500,000, representing a single capital call dated August 15, 2022 (the "Initial Capital Call"). Of that amount, $19,000,000 was designated for the transaction deposit and related pre-closing costs, and the remaining $3,500,000 was allocated to a working-capital reserve for the Vehicle's operating expenses during the pre-closing period.

The Vehicle is currently dormant. On January 9, 2023, Meridian GP IV issued a Capital Call Suspension Notice to Ironside in accordance with Section 7.04 of the Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP, dated as of July 22, 2022 (the "LP Agreement"), citing the occurrence of a "Material Impediment Event" as defined therein. The suspension was triggered by a material regulatory delay in connection with the Federal Energy Regulatory Commission's review of the proposed Cascadia acquisition. As a result, the Vehicle has not called additional capital and is not expected to do so until the Material Impediment Event is resolved or the GP issues a notice of reactivation.

Notwithstanding the Vehicle's dormancy, all entity-maintenance and compliance obligations remain in full force and effect. Based on our review, this memorandum confirms that all annual compliance obligations for FY 2022 have been, or are in the process of being, satisfied in a timely manner. No material deficiencies have been identified. The sections below provide a detailed analysis of each compliance obligation, together with our recommendations for the period ahead.

II. Entity Identification and Key Information

For reference purposes, the following table summarizes the key identifying information for the Vehicle:

The General Partner, Meridian Infrastructure GP IV LLC, is managed by a board of managers consisting of the following individuals:

• David R. Hargreaves, Managing Partner

• Lillian Fong, Partner, Portfolio

• Graham Whitfield, Partner, Operations

The Vehicle's stated purpose, as set forth in Section 2.05 of the LP Agreement, is to co-invest alongside Meridian Infrastructure Partners Fund IV, LP in the acquisition of 100% of the equity of Cascadia Renewables Holdings, Inc. (an Oregon corporation) via Cascadia Acquisition Corp. (a Delaware corporation) (the "Transaction"). The LP Agreement restricts the Vehicle from engaging in any business activity unrelated to the Transaction without the prior written consent of the limited partner.

All correspondence relating to the Vehicle should be directed to the principal office address set forth above, with copies to C&H at the address provided at the end of this memorandum. Service-of-process and other legal notices should be directed to the Vehicle's registered agent in Delaware at the address indicated above.

III. Delaware Franchise Tax

A. Applicability. Under the Delaware Revised Uniform Limited Partnership Act ("DRULPA"), specifically 6 Del. C. § 17-1109, all domestic limited partnerships registered in the State of Delaware are required to pay an annual franchise tax, sometimes referred to as an "alternative entity tax" or "limited partnership tax." This obligation applies to every limited partnership that has a Certificate of Limited Partnership on file with the Delaware Secretary of State as of the relevant tax year, regardless of whether the entity is actively conducting business, has generated revenue, or is in a period of dormancy.

Unlike the franchise tax applicable to Delaware corporations — which is calculated based on authorized shares or assumed par value capital — the annual franchise tax for Delaware limited partnerships is assessed as a flat fee. For FY 2022, the annual limited partnership tax is $300.00. This amount is not prorated for partial-year entities. Accordingly, because ICM Cascadia Co-Invest, LP was formed on July 22, 2022, the full $300.00 annual tax applies for the first partial year of the Vehicle's existence, covering the period from July 22, 2022 through December 31, 2022.

It is important to note that this obligation is separate and distinct from any franchise tax or annual report obligations of the General Partner (Meridian Infrastructure GP IV LLC), which, as a Delaware limited liability company, has its own alternative entity tax obligation under 6 Del. C. § 18-1107. C&H is not responsible for compliance monitoring of the General Partner's entity-level obligations, which are managed by Meridian's outside counsel, Prumvane & Whitaker LLP.

B. Due Date and Payment

The Delaware LP franchise tax for FY 2022 is due on or before June 1, 2023. Payment is made to the Delaware Division of Corporations and may be submitted electronically through the Division of Corporations' online payment portal or by mailing a check to the Delaware Secretary of State's office at the address designated for franchise tax payments.

C&H recommends that payment be remitted well in advance of the June 1, 2023 deadline to avoid any risk of late payment or administrative delay, particularly given the Vehicle's dormancy status and the involvement of multiple parties in the payment chain. We suggest targeting payment no later than April 15, 2023, which provides a comfortable buffer.

Under Section 8.02(a) of the LP Agreement, entity-maintenance obligations, including the payment of Delaware franchise taxes, are the responsibility of the General Partner (Meridian Infrastructure GP IV LLC). However, the costs of such maintenance are borne by the Vehicle and are payable from the Vehicle's operating reserves. As noted in the Executive Summary, the working-capital reserve of $3,500,000 funded from the August 15, 2022 Initial Capital Call remains available for this purpose. The franchise tax payment of $300.00 represents a de minimis charge against this reserve.

C&H will coordinate directly with Kendrick Thorne & Associates LLP ("KT&A"), the Vehicle's fund administrator located at One Liberty Plaza, Suite 4100, New York, NY 10006, to ensure that the franchise tax payment is processed and remitted in a timely manner. We will request written confirmation of payment from KT&A upon completion.

C. Penalties for Non-Compliance

Failure to pay the Delaware LP franchise tax by the June 1 deadline carries the following consequences:

(i) A late payment penalty of $200.00; plus

(ii) Interest at the rate of 1.5% per month on the unpaid tax amount, accruing from the original due date until the date of payment.

More critically, prolonged failure to pay the franchise tax may result in the entity being voided by the Delaware Secretary of State. A voided entity loses its legal existence in the State of Delaware, which would have severe and potentially catastrophic consequences for the Vehicle's legal standing, including the enforceability of the LP Agreement, the Vehicle's ability to hold and transfer assets, and the integrity of the underlying Transaction documents. While reinstatement of a voided entity is possible under Delaware law, the process involves additional filing fees, payment of all back taxes and penalties, and potential complications with third parties who may have relied on the entity's status.

Given the significance of these consequences and the minimal cost of compliance ($300.00), C&H strongly recommends that payment be treated as a priority item and that confirmation of payment be documented in the Vehicle's compliance file.

IV. Delaware Annual Report

A. Applicability. Unlike Delaware corporations, which are required to file annual reports with the Delaware Secretary of State pursuant to 8 Del. C. § 502, and unlike Delaware limited liability companies, which have their own alternative entity tax requirements under 6 Del. C. § 18-1107, Delaware limited partnerships are not required to file a separate annual report with the Secretary of State. The annual compliance obligation for a Delaware limited partnership is satisfied solely through the payment of the franchise tax described in Section III above.

Accordingly, no separate annual report filing is required for ICM Cascadia Co-Invest, LP with the Delaware Secretary of State for FY 2022 or any subsequent year during which the Vehicle maintains its Certificate of Limited Partnership on file in Delaware.

C&H notes that this distinction is sometimes a source of confusion for entity-maintenance personnel, particularly at organizations that manage a portfolio of entities organized in different forms (corporations, LLCs, and limited partnerships). We flag this here for the avoidance of any doubt: no Delaware annual report filing is due or required for the Vehicle.

B. Federal Tax Return (Form 1065)

Although not a Delaware state filing obligation, and therefore technically outside the scope of this entity-maintenance memorandum, we include a discussion of the Vehicle's federal tax return obligations here for completeness and because the filing timeline intersects with the compliance calendar discussed in Section IX.

As a domestic partnership for U.S. federal income tax purposes, ICM Cascadia Co-Invest, LP is required to file a U.S. Return of Partnership Income (IRS Form 1065) for tax year 2022. The Vehicle is classified as a partnership under the Internal Revenue Code and Treasury Regulations thereunder; it has not elected to be classified as a corporation or other entity type.

The filing deadline for the Form 1065 is March 15, 2023. An automatic six-month extension of time to file may be obtained by filing IRS Form 7004 on or before the original due date, which would extend the filing deadline to September 15, 2023. C&H understands that KT&A, as the Vehicle's designated tax preparer and fund administrator, is currently preparing the Form 1065 and intends to file on or before the March 15, 2023 original due date, or, if additional time is needed, will timely file the extension request.

In connection with the Form 1065, the Vehicle is required to prepare and distribute Schedule K-1s (Partner's Share of Income, Deductions, Credits, etc.) to each of its partners — namely, Ironside Capital Management LP and Meridian Infrastructure GP IV LLC. The K-1s must be furnished to the partners on or before the date on which the partnership return is required to be filed (including extensions). For tax year 2022, the K-1 allocations are expected to be relatively straightforward, as the Vehicle's activities during the period consisted primarily of the receipt and investment of the Initial Capital Call proceeds, the maintenance of the working-capital reserve in a short-term money market account, and the payment of organizational and operating expenses. No investment income or gain from the disposition of assets is expected, though interest income earned on the working-capital reserve and transaction deposit escrow will be reported.

A separate C&H K-1 review memorandum has been prepared to analyze the tax reporting implications of the K-1 allocations for Ironside. That memorandum — C&H Memorandum: K-1 Review for Ironside — Tax Year 2022 — was prepared by Sylvia Hartwell, Specialist Partner, Tax, and is being transmitted to Ironside's internal tax team under separate cover. We refer you to that memorandum for a detailed discussion of the allocation methodology, the treatment of organizational expenses and syndication costs under IRC §§ 709 and 195, and any special allocations triggered by the capital account structure set forth in the LP Agreement.

Finally, C&H notes that state partnership returns may also be required in Delaware and potentially in other jurisdictions depending on the nature and location of the Vehicle's activities. Delaware imposes a partnership information return requirement on certain partnerships; however, the Vehicle's activities during FY 2022 were limited to the receipt and custody of capital call proceeds and the maintenance of operating reserves, all of which were managed from New York. The Vehicle's sole investment activity relates to the proposed acquisition of Cascadia Renewables Holdings, Inc., which is headquartered in Portland, Oregon, and has subsidiary operations in Oregon, Washington, and Idaho. Because the Cascadia acquisition has not closed and the Vehicle has not conducted any business in Oregon or any other state outside Delaware and New York, the tax structuring analysis should confirm whether an Oregon partnership return is required for FY 2022. Based on our preliminary assessment, no Oregon return should be required given that the Vehicle has not transacted business, held property, or employed personnel in Oregon. However, this conclusion should be confirmed by KT&A as part of the tax return preparation process, and we have flagged this question for their attention.

V. Registered Agent Maintenance

A. Current Registered Agent

Under DRULPA, every Delaware limited partnership is required to maintain a registered agent and registered office in the State of Delaware at all times. The Vehicle's designated registered agent, as specified in the Certificate of Limited Partnership filed on July 22, 2022, is:

Cascade Systems 160 Greentree Drive, Suite 101 Dover, Delaware 19904

Cascade Systems ("NRAI") is a nationally recognized provider of registered agent and corporate services. NRAI has served as the Vehicle's registered agent continuously since formation and is responsible for accepting service of process, governmental notices, and other official correspondence on behalf of the Vehicle in Delaware.

B. Annual Service Fee

The registered agent service is provided pursuant to a service agreement between the Vehicle (acting through the General Partner) and NRAI. The annual service fee for registered agent services is typically billed on an annual basis by the registered agent provider. For entities of this type, the annual fee is approximately $100 to $150 per year, depending on the specific terms of the service agreement and any supplemental services (such as mail forwarding or document filing assistance) that may be included.

C&H has verified that the registered agent engagement with NRAI is active and in good standing for FY 2022. We have confirmed with KT&A that the annual registered agent fee for FY 2022 has been paid from the Vehicle's operating funds. No invoices remain outstanding, and the engagement is current through the next renewal date.

C. Change of Registered Agent

No change of registered agent is recommended at this time. NRAI has provided reliable service, and there is no operational or cost-related reason to transition to a different provider. Should a change of registered agent become necessary or desirable in the future, such a change would require the filing of a Certificate of Amendment to the Certificate of Limited Partnership with the Delaware Secretary of State. The Certificate of Amendment must be signed by an authorized person of the General Partner (Meridian Infrastructure GP IV LLC) and must identify the new registered agent and registered office address. The filing fee for a Certificate of Amendment with the Delaware Secretary of State is currently $200.00.

D. Maintaining Good Standing

C&H has confirmed that ICM Cascadia Co-Invest, LP is in good standing with the Delaware Secretary of State as of the date of this memorandum. We verified this status through an online entity search conducted on the Delaware Division of Corporations' website, the results of which are consistent with the entity status printout enclosed with this memorandum as an attachment.

We recommend that a formal Certificate of Good Standing (also known as a Certificate of Status or Certificate of Existence) be obtained from the Delaware Secretary of State's Division of Corporations and retained in the Vehicle's permanent compliance file. Certificates of good standing are frequently required in connection with financing transactions, regulatory filings, and contract counterparty due diligence. While no such request is currently pending, maintaining a current certificate on file is a best practice that facilitates prompt response to future requests. A short-form certificate of good standing may be obtained expeditiously from the Delaware Division of Corporations for a fee of $50.00 (standard processing) or $100.00 (24-hour expedited processing), plus any applicable online transaction fees. C&H can arrange for the ordering and receipt of this certificate upon your authorization.

VI. Certificate of Limited Partnership — Status and Amendments

The original Certificate of Limited Partnership for ICM Cascadia Co-Invest, LP was filed with the Delaware Secretary of State on July 22, 2022, under File Number 7439218. The Certificate of Limited Partnership names Meridian Infrastructure GP IV LLC as the sole general partner of the Vehicle and specifies the registered agent and registered office information set forth in Section V above.

Since the date of formation, no amendments to the Certificate of Limited Partnership have been filed with the Delaware Secretary of State. No amendments are required at this time. The Certificate of Limited Partnership, as originally filed, accurately reflects the Vehicle's current general partner, registered agent, and registered office information.

C&H notes that under DRULPA, a Certificate of Amendment would be required in the following circumstances, among others:

(a) A change in the name of the limited partnership;

(b) A change in the identity or name of the general partner;

(d) A change in any other information required to be set forth in the Certificate of Limited Partnership under 6 Del. C. § 17-201.

Additionally, should the Vehicle be wound down or dissolved, a Certificate of Cancellation would be required to be filed with the Delaware Secretary of State pursuant to 6 Del. C. § 17-203. The Certificate of Cancellation must be filed upon the dissolution and completion of winding up of the limited partnership and terminates the limited partnership's legal existence in Delaware. No dissolution or winding-up is currently contemplated, and the Vehicle remains in active (though dormant) status.

A copy of the original Certificate of Limited Partnership, as filed, is enclosed with this memorandum for your records.

VII. Foreign Qualification

A. Analysis. Under the laws of most U.S. states, a limited partnership that is formed in one state but "transacts business" or "conducts business" in another state is generally required to register as a foreign limited partnership in that other state — a process commonly referred to as "foreign qualification." The definition of what constitutes "transacting business" varies by state, but typically includes activities such as maintaining an office or other place of business, owning or leasing real property, employing personnel, or regularly soliciting or conducting business within the jurisdiction.

C&H has evaluated whether ICM Cascadia Co-Invest, LP is required to be qualified as a foreign limited partnership in any jurisdiction outside Delaware. Based on our review, we conclude as follows:

(i) Delaware. The Vehicle is a domestic limited partnership formed under the laws of Delaware. No foreign qualification is required or applicable in the jurisdiction of formation.

(ii) New York. The Vehicle's principal correspondence address is located in New York (c/o Ironside Capital Management LP, 590 Madison Avenue, 38th Floor, New York, NY 10022). However, the Vehicle does not maintain its own office in New York, does not employ personnel in New York, and does not own or lease real property in New York. The use of Ironside's address as a correspondence address, without more, does not constitute "transacting business" in New York for purposes of the New York Revised Limited Partnership Act. Accordingly, foreign qualification in New York is not required at this time. This conclusion should be reassessed if the Vehicle's activities in New York expand beyond the receipt of correspondence.

(iii) Oregon, Washington, and Idaho. The proposed investment target, Cascadia Renewables Holdings, Inc., is an Oregon corporation headquartered in Portland, Oregon, with subsidiary operations in Oregon, Washington, and Idaho. However, as the Cascadia acquisition has not closed, the Vehicle has not acquired any interest in Cascadia or its subsidiaries, and the Vehicle has not conducted any business, held any assets, or maintained any office or personnel in any of these states. The Vehicle's only connection to these states is its intended investment purpose, which has not yet been consummated. Accordingly, there are currently no activities in Oregon, Washington, or Idaho that would trigger foreign qualification requirements for the Vehicle.

(iv) All Other Jurisdictions. The Vehicle has not conducted business, held assets, or maintained an office or personnel in any other U.S. state or foreign jurisdiction.

No foreign qualification filings have been made on behalf of the Vehicle in any jurisdiction, and no foreign qualification filings are recommended at this time.

B. Reactivation Consideration

C&H notes, however, that the foreign qualification analysis will need to be reassessed if and when the underlying Cascadia acquisition is reactivated and the Vehicle's dormancy period concludes. Specifically:

• If the Vehicle acquires a direct or indirect ownership interest in Cascadia Renewables Holdings, Inc. or any of its Oregon, Washington, or Idaho subsidiaries, the Vehicle's activities may be deemed to constitute "transacting business" in one or more of those states, triggering a foreign qualification requirement.

• Oregon, in particular, requires foreign limited partnerships that transact business in the state to file an application for authority with the Oregon Secretary of State pursuant to ORS 70.370. The filing fee is currently $100.00, and annual renewal reports are required thereafter.

• Washington and Idaho have similar requirements under their respective limited partnership statutes.

C&H will continue to monitor the status of the Transaction and will advise promptly if and when a foreign qualification analysis becomes necessary.

VIII. Dormancy Considerations for Compliance

As noted in Section I, the Vehicle entered a period of dormancy on January 9, 2023, following the General Partner's issuance of the Capital Call Suspension Notice under LP Agreement § 7.04, citing the occurrence of a Material Impediment Event. The Material Impediment Event relates to the ongoing review of the proposed Cascadia acquisition by the Federal Energy Regulatory Commission ("FERC") and the resulting uncertainty regarding the timing and regulatory conditions of the Transaction's closing.

It is important to emphasize that dormancy does not relieve the Vehicle of its ongoing entity-maintenance and compliance obligations. So long as the Vehicle's Certificate of Limited Partnership remains on file with the Delaware Secretary of State and the Vehicle has not been formally dissolved and wound up, all franchise tax, registered agent, tax return, and other compliance obligations continue without interruption. The General Partner, as the party responsible for entity maintenance under the LP Agreement, must continue to fulfill these obligations throughout the dormancy period.

The annualized operating expenses for the Vehicle during the dormancy period are estimated at approximately $185,000, comprising the following items:

These costs are funded from the working-capital reserve of $3,500,000 that was established from the proceeds of the August 15, 2022 Initial Capital Call. At the current estimated burn rate of approximately $185,000 per year, the working-capital reserve is sufficient to fund the Vehicle's operating expenses during dormancy for approximately eighteen (18) years, assuming no additional extraordinary expenses are incurred. Accordingly, no additional capital call is anticipated solely for operating expense purposes during the dormancy period.

C&H will continue to monitor compliance deadlines and coordinate with both the General Partner and KT&A throughout the dormancy period. We will prepare an updated compliance memorandum on an annual basis (or more frequently if circumstances warrant) and will notify Ironside promptly of any changes in applicable law, regulatory requirements, or entity status that may affect the Vehicle's compliance posture.

IX. Compliance Calendar — Key Upcoming Deadlines

The following table sets forth the key compliance deadlines applicable to ICM Cascadia Co-Invest, LP for the period immediately following FY 2022. This calendar should be reviewed in conjunction with the more detailed preliminary compliance calendar for FY 2023 that is enclosed with this memorandum.

C&H will update this calendar on a quarterly basis and will circulate reminders to the appropriate responsible parties in advance of each deadline. Any changes to the compliance calendar resulting from changes in law, extensions of filing deadlines, or modifications to the Vehicle's status will be communicated promptly.

X. Recommendations

Based on the foregoing analysis, C&H respectfully submits the following recommendations for the attention of Ironside's investment and legal teams:

1. Delaware Franchise Tax. Ensure timely payment of the $300.00 Delaware LP franchise tax for FY 2022 prior to the June 1, 2023 statutory deadline. C&H recommends that payment be remitted no later than April 15, 2023 to provide an adequate buffer against any administrative delays. C&H will coordinate with Kendrick Thorne & Associates LLP to ensure that payment is processed from the Vehicle's working-capital reserve and that written confirmation of payment is obtained and retained in the compliance file.

2. Federal Tax Return. Confirm that Kendrick Thorne & Associates LLP is on track to prepare and file IRS Form 1065 for tax year 2022 and to distribute the required Schedule K-1s to Ironside Capital Management LP and Meridian Infrastructure GP IV LLC by the March 15, 2023 filing deadline. If additional time is needed, KT&A should file IRS Form 7004 for an automatic extension to September 15, 2023 on or before the original March 15 due date. C&H has communicated this timeline to KT&A and will follow up to confirm the status of the return preparation.

3. K-1 Review. Sylvia Hartwell, Specialist Partner, Tax, at C&H is conducting a separate, detailed review of the K-1 allocations for Ironside's tax reporting purposes. That review is being documented in a separate memorandum (C&H Memorandum: K-1 Review for Ironside — Tax Year 2022) and will be transmitted to Ironside's internal tax team under separate cover. We recommend that Ironside's tax team review the K-1 memorandum promptly upon receipt and raise any questions or issues with Ms. Hartwell directly.

4. Good Standing Certificate. Obtain a formal Delaware Certificate of Good Standing for ICM Cascadia Co-Invest, LP from the Delaware Division of Corporations and retain it in the Vehicle's permanent compliance file. C&H can arrange for this certificate to be ordered on an expedited basis upon authorization from Ironside. The cost is nominal ($50.00 for standard processing or $100.00 for 24-hour expedited processing).

5. Registered Agent. No changes to the registered agent are recommended at this time. NRAI continues to provide satisfactory service, and the annual fee has been paid for FY 2022. C&H will confirm payment of the FY 2023 registered agent fee upon receipt of the next invoice from NRAI.

6. Dormancy Monitoring. Continue quarterly monitoring of all compliance obligations throughout the Vehicle's dormancy period. C&H will prepare an analogous annual compliance memorandum for FY 2023 and will circulate quarterly compliance calendar updates to the relevant parties. In the event that any material change occurs with respect to the Vehicle's dormancy status — including the resolution of the Material Impediment Event, the issuance of a reactivation notice by the General Partner, or a decision to wind down and dissolve the Vehicle — C&H should be notified promptly so that the compliance posture can be adjusted accordingly.

7. Foreign Qualification Watch. If the underlying Cascadia acquisition is reactivated and moves toward closing, C&H will reassess the need for foreign qualification of the Vehicle in Oregon, Washington, Idaho, and any other relevant jurisdictions. This analysis should be conducted as part of the pre-closing compliance workstream for the Transaction, and C&H is prepared to coordinate with Meridian's outside counsel (Prumvane & Whitaker LLP) on this analysis as needed.

XI. Conclusion

Based on the review set forth in this memorandum, C&H confirms that ICM Cascadia Co-Invest, LP is currently in good standing with the Delaware Secretary of State. All FY 2022 compliance obligations applicable to the Vehicle have been identified and are either completed or on track to be satisfied before their respective deadlines. No material compliance deficiencies or areas of concern have been identified.

The Vehicle's current period of dormancy does not relieve it of its ongoing entity-maintenance, tax filing, and registered agent obligations. C&H will continue to monitor these obligations on an ongoing basis and will coordinate with the General Partner (Meridian Infrastructure GP IV LLC) and the fund administrator (Kendrick Thorne & Associates LLP) to ensure that all deadlines are met and all required filings and payments are made in a timely manner.

This memorandum has been prepared solely for the use of Ironside Capital Management LP and its authorized representatives in connection with the compliance monitoring of ICM Cascadia Co-Invest, LP. It is protected by the attorney-client privilege and the attorney work product doctrine and should not be disclosed to any third party without the prior written consent of C&H.

This memorandum should be retained in the permanent compliance file for ICM Cascadia Co-Invest, LP maintained by Ironside's legal and operations teams. C&H also recommends that a copy be provided to KT&A for inclusion in the fund administration records.

XII. Enclosures / Attachments (Referenced)

The following documents are enclosed with or referenced in this memorandum:

1. Copy of Certificate of Limited Partnership for ICM Cascadia Co-Invest, LP (filed July 22, 2022, DE SOS File No. 7439218).

2. Delaware Secretary of State entity status printout for ICM Cascadia Co-Invest, LP (confirming good standing as of the date of this memorandum).

3. Registered agent confirmation from Cascade Systems, confirming active engagement and current fee status.

4. Preliminary Compliance Calendar for FY 2023 (prepared by C&H, Funds & Asset Management Group).

Please do not hesitate to contact the undersigned or any member of the C&H Funds & Asset Management team with any questions regarding this memorandum or the compliance matters addressed herein.

CALDERWOOD & HARKNESS LLP

By: ________

Theresa Kim Lead Associate, Funds & Asset Management

By: ________

Owen Fischer Working Associate, Funds & Asset Management

Reviewed and Approved:

By: ________

Pamela Cross Responsible Partner, Funds & Asset Management

By: ________

Nicholas Stern Billing Partner, Funds & Asset Management

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

Matter No. 1023-00001

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

This memorandum is a confidential communication from Calderwood & Harkness LLP. It is intended solely for the use of the addressees named herein and is protected by the attorney-client privilege and the attorney work product doctrine. Any unauthorized review, use, disclosure, or distribution of this memorandum is strictly prohibited. If you have received this memorandum in error, please notify the sender immediately and destroy all copies.

Item	Detail
Full Legal Name	ICM Cascadia Co-Invest, LP
Entity Type	Delaware Limited Partnership
Jurisdiction of Formation	State of Delaware
Date of Formation	July 22, 2022
DE Secretary of State File Number	7439218
Employer Identification Number (EIN)	88-3921457
Registered Agent	Cascade Systems
Registered Agent Address	160 Greentree Drive, Suite 101, Dover, DE 19904
Principal Office Address	c/o Ironside Capital Management LP, 590 Madison Avenue, 38th Floor, New York, NY 10022
General Partner	Meridian Infrastructure GP IV LLC (Delaware LLC)
General Partner Interest	0.01% ($30,000 commitment)
Limited Partner	Ironside Capital Management LP (Delaware LP)
Limited Partner Interest	99.99% ($299,970,000 commitment)
Total Committed Capital	$300,000,000
Governing Law of LP Agreement	State of Delaware
Expense Category	Estimated Annual Cost
Fund administration (Kendrick Thorne & Associates LLP)	$120,000
Annual audit (Harmon & Kessler LLP)	$45,000
Registered agent fee (Cascade Systems)	$125
Delaware LP franchise tax	$300
K-1 preparation and tax compliance	$15,000
Miscellaneous (bank fees, filing fees, correspondence)	$4,575
Total Estimated Annual Operating Expenses	$185,000
Deadline	Obligation	Responsible Party	Status

March 15, 2023 (or extended to September 15, 2023)	IRS Form 1065 filing — Tax Year 2022	Kendrick Thorne & Associates LLP (tax preparer)	In progress; KT&A has confirmed that preparation is underway
March 15, 2023	Schedule K-1 distribution to partners (Ironside Capital Management LP and Meridian Infrastructure GP IV LLC)	Kendrick Thorne & Associates LLP	In progress; K-1 allocations under review
June 1, 2023	Delaware LP franchise tax payment ($300) — FY 2022	General Partner (Meridian Infrastructure GP IV LLC) / Fund Administrator (KT&A)	Pending; payment to be remitted no later than April 15, 2023 (per C&H recommendation)
Ongoing	Registered agent maintenance (Cascade Systems)	Cascade Systems / General Partner	Active; FY 2022 fee paid; FY 2023 fee to be paid upon invoice
Approximately April 2023	GP quarterly status report to LP — Q1 2023 (per LP Agreement § 9.01 and Side Letter dated July 22, 2022)	Meridian Infrastructure GP IV LLC	Due approximately 45 days after quarter-end
Annually (as needed)	Annual audit for FY 2022	Harmon & Kessler LLP (auditor) / KT&A	Engagement in place; audit expected to be completed Q2 2023

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
TO:
Marcus J. Calloway, Founder & Chief Investment Officer, Ironside Capital Management LP
Renata Obasi, Senior Managing Director, Infrastructure, Ironside Capital Management LP
FROM:
Theresa Kim, Lead Associate, Funds & Asset Management, Calderwood & Harkness LLP
Owen Fischer, Working Associate, Funds & Asset Management, Calderwood & Harkness LLP
REVIEWED BY:
Pamela Cross, Responsible Partner, Funds & Asset Management, Calderwood & Harkness LLP
Nicholas Stern, Billing Partner, Funds & Asset Management, Calderwood & Harkness LLP
DATE: February 2023
RE: Annual Compliance Memorandum — ICM Cascadia Co-Invest, LP (EIN: 88-3921457; DE SOS File No. 7439218) — Fiscal Year 2022
C&H Matter No.: 1023-00001
I. Executive Summary
The purpose of this memorandum is to set forth the results of Calderwood & Harkness LLP's ("C&H") annual compliance review for ICM Cascadia Co-Invest, LP (the "Vehicle" or "ICM Co-Invest"), covering all state entity-maintenance, tax filing, registered-agent, and related compliance obligations for the fiscal year ending December 31, 2022 ("FY 2022"). This memorandum has been prepared at the direction of Ironside Capital Management LP ("Ironside") and is intended to provide Ironside's senior leadership with a comprehensive summary of the Vehicle's compliance posture and a forward-looking calendar of upcoming obligations.
ICM Cascadia Co-Invest, LP was formed as a Delaware limited partnership on July 22, 2022, upon the filing of its Certificate of Limited Partnership with the Delaware Secretary of State. The Vehicle was organized as a special-purpose co-investment vehicle to invest alongside Meridian Infrastructure Partners Fund IV, LP (the "Main Fund") in the proposed acquisition of 100% of the equity of Cascadia Renewables Holdings, Inc. ("Cascadia"), an Oregon corporation, through Cascadia Acquisition Corp., a newly formed Delaware corporation.
The general partner of the Vehicle is Meridian Infrastructure GP IV LLC ("Meridian GP IV" or the "General Partner"), a Delaware limited liability company, which holds a 0.01% general partner interest representing a capital commitment of $30,000. The sole limited partner is Ironside Capital Management LP, which holds a 99.99% limited partner interest representing a capital commitment of $299,970,000. The total committed capital of the Vehicle is $300,000,000.
As of the date of this memorandum, capital called to date totals $22,500,000, representing a single capital call dated August 15, 2022 (the "Initial Capital Call"). Of that amount, $19,000,000 was designated for the transaction deposit and related pre-closing costs, and the remaining $3,500,000 was allocated to a working-capital reserve for the Vehicle's operating expenses during the pre-closing period.
The Vehicle is currently dormant. On January 9, 2023, Meridian GP IV issued a Capital Call Suspension Notice to Ironside in accordance with Section 7.04 of the Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP, dated as of July 22, 2022 (the "LP Agreement"), citing the occurrence of a "Material Impediment Event" as defined therein. The suspension was triggered by a material regulatory delay in connection with the Federal Energy Regulatory Commission's review of the proposed Cascadia acquisition. As a result, the Vehicle has not called additional capital and is not expected to do so until the Material Impediment Event is resolved or the GP issues a notice of reactivation.
Notwithstanding the Vehicle's dormancy, all entity-maintenance and compliance obligations remain in full force and effect. Based on our review, this memorandum confirms that all annual compliance obligations for FY 2022 have been, or are in the process of being, satisfied in a timely manner. No material deficiencies have been identified. The sections below provide a detailed analysis of each compliance obligation, together with our recommendations for the period ahead.
II. Entity Identification and Key Information
For reference purposes, the following table summarizes the key identifying information for the Vehicle:
The General Partner, Meridian Infrastructure GP IV LLC, is managed by a board of managers consisting of the following individuals:
• David R. Hargreaves, Managing Partner
• Lillian Fong, Partner, Portfolio
• Graham Whitfield, Partner, Operations
The Vehicle's stated purpose, as set forth in Section 2.05 of the LP Agreement, is to co-invest alongside Meridian Infrastructure Partners Fund IV, LP in the acquisition of 100% of the equity of Cascadia Renewables Holdings, Inc. (an Oregon corporation) via Cascadia Acquisition Corp. (a Delaware corporation) (the "Transaction"). The LP Agreement restricts the Vehicle from engaging in any business activity unrelated to the Transaction without the prior written consent of the limited partner.
All correspondence relating to the Vehicle should be directed to the principal office address set forth above, with copies to C&H at the address provided at the end of this memorandum. Service-of-process and other legal notices should be directed to the Vehicle's registered agent in Delaware at the address indicated above.
III. Delaware Franchise Tax
A. Applicability. Under the Delaware Revised Uniform Limited Partnership Act ("DRULPA"), specifically 6 Del. C. § 17-1109, all domestic limited partnerships registered in the State of Delaware are required to pay an annual franchise tax, sometimes referred to as an "alternative entity tax" or "limited partnership tax." This obligation applies to every limited partnership that has a Certificate of Limited Partnership on file with the Delaware Secretary of State as of the relevant tax year, regardless of whether the entity is actively conducting business, has generated revenue, or is in a period of dormancy.
Unlike the franchise tax applicable to Delaware corporations — which is calculated based on authorized shares or assumed par value capital — the annual franchise tax for Delaware limited partnerships is assessed as a flat fee. For FY 2022, the annual limited partnership tax is $300.00. This amount is not prorated for partial-year entities. Accordingly, because ICM Cascadia Co-Invest, LP was formed on July 22, 2022, the full $300.00 annual tax applies for the first partial year of the Vehicle's existence, covering the period from July 22, 2022 through December 31, 2022.
It is important to note that this obligation is separate and distinct from any franchise tax or annual report obligations of the General Partner (Meridian Infrastructure GP IV LLC), which, as a Delaware limited liability company, has its own alternative entity tax obligation under 6 Del. C. § 18-1107. C&H is not responsible for compliance monitoring of the General Partner's entity-level obligations, which are managed by Meridian's outside counsel, Prumvane & Whitaker LLP.
B. Due Date and Payment
The Delaware LP franchise tax for FY 2022 is due on or before June 1, 2023. Payment is made to the Delaware Division of Corporations and may be submitted electronically through the Division of Corporations' online payment portal or by mailing a check to the Delaware Secretary of State's office at the address designated for franchise tax payments.
C&H recommends that payment be remitted well in advance of the June 1, 2023 deadline to avoid any risk of late payment or administrative delay, particularly given the Vehicle's dormancy status and the involvement of multiple parties in the payment chain. We suggest targeting payment no later than April 15, 2023, which provides a comfortable buffer.
Under Section 8.02(a) of the LP Agreement, entity-maintenance obligations, including the payment of Delaware franchise taxes, are the responsibility of the General Partner (Meridian Infrastructure GP IV LLC). However, the costs of such maintenance are borne by the Vehicle and are payable from the Vehicle's operating reserves. As noted in the Executive Summary, the working-capital reserve of $3,500,000 funded from the August 15, 2022 Initial Capital Call remains available for this purpose. The franchise tax payment of $300.00 represents a de minimis charge against this reserve.
C&H will coordinate directly with Kendrick Thorne & Associates LLP ("KT&A"), the Vehicle's fund administrator located at One Liberty Plaza, Suite 4100, New York, NY 10006, to ensure that the franchise tax payment is processed and remitted in a timely manner. We will request written confirmation of payment from KT&A upon completion.
C. Penalties for Non-Compliance
Failure to pay the Delaware LP franchise tax by the June 1 deadline carries the following consequences:
(i) A late payment penalty of $200.00; plus
(ii) Interest at the rate of 1.5% per month on the unpaid tax amount, accruing from the original due date until the date of payment.
More critically, prolonged failure to pay the franchise tax may result in the entity being voided by the Delaware Secretary of State. A voided entity loses its legal existence in the State of Delaware, which would have severe and potentially catastrophic consequences for the Vehicle's legal standing, including the enforceability of the LP Agreement, the Vehicle's ability to hold and transfer assets, and the integrity of the underlying Transaction documents. While reinstatement of a voided entity is possible under Delaware law, the process involves additional filing fees, payment of all back taxes and penalties, and potential complications with third parties who may have relied on the entity's status.
Given the significance of these consequences and the minimal cost of compliance ($300.00), C&H strongly recommends that payment be treated as a priority item and that confirmation of payment be documented in the Vehicle's compliance file.
IV. Delaware Annual Report
A. Applicability. Unlike Delaware corporations, which are required to file annual reports with the Delaware Secretary of State pursuant to 8 Del. C. § 502, and unlike Delaware limited liability companies, which have their own alternative entity tax requirements under 6 Del. C. § 18-1107, Delaware limited partnerships are not required to file a separate annual report with the Secretary of State. The annual compliance obligation for a Delaware limited partnership is satisfied solely through the payment of the franchise tax described in Section III above.
Accordingly, no separate annual report filing is required for ICM Cascadia Co-Invest, LP with the Delaware Secretary of State for FY 2022 or any subsequent year during which the Vehicle maintains its Certificate of Limited Partnership on file in Delaware.
C&H notes that this distinction is sometimes a source of confusion for entity-maintenance personnel, particularly at organizations that manage a portfolio of entities organized in different forms (corporations, LLCs, and limited partnerships). We flag this here for the avoidance of any doubt: no Delaware annual report filing is due or required for the Vehicle.
B. Federal Tax Return (Form 1065)
Although not a Delaware state filing obligation, and therefore technically outside the scope of this entity-maintenance memorandum, we include a discussion of the Vehicle's federal tax return obligations here for completeness and because the filing timeline intersects with the compliance calendar discussed in Section IX.
As a domestic partnership for U.S. federal income tax purposes, ICM Cascadia Co-Invest, LP is required to file a U.S. Return of Partnership Income (IRS Form 1065) for tax year 2022. The Vehicle is classified as a partnership under the Internal Revenue Code and Treasury Regulations thereunder; it has not elected to be classified as a corporation or other entity type.
The filing deadline for the Form 1065 is March 15, 2023. An automatic six-month extension of time to file may be obtained by filing IRS Form 7004 on or before the original due date, which would extend the filing deadline to September 15, 2023. C&H understands that KT&A, as the Vehicle's designated tax preparer and fund administrator, is currently preparing the Form 1065 and intends to file on or before the March 15, 2023 original due date, or, if additional time is needed, will timely file the extension request.
In connection with the Form 1065, the Vehicle is required to prepare and distribute Schedule K-1s (Partner's Share of Income, Deductions, Credits, etc.) to each of its partners — namely, Ironside Capital Management LP and Meridian Infrastructure GP IV LLC. The K-1s must be furnished to the partners on or before the date on which the partnership return is required to be filed (including extensions). For tax year 2022, the K-1 allocations are expected to be relatively straightforward, as the Vehicle's activities during the period consisted primarily of the receipt and investment of the Initial Capital Call proceeds, the maintenance of the working-capital reserve in a short-term money market account, and the payment of organizational and operating expenses. No investment income or gain from the disposition of assets is expected, though interest income earned on the working-capital reserve and transaction deposit escrow will be reported.
A separate C&H K-1 review memorandum has been prepared to analyze the tax reporting implications of the K-1 allocations for Ironside. That memorandum — C&H Memorandum: K-1 Review for Ironside — Tax Year 2022 — was prepared by Sylvia Hartwell, Specialist Partner, Tax, and is being transmitted to Ironside's internal tax team under separate cover. We refer you to that memorandum for a detailed discussion of the allocation methodology, the treatment of organizational expenses and syndication costs under IRC §§ 709 and 195, and any special allocations triggered by the capital account structure set forth in the LP Agreement.
Finally, C&H notes that state partnership returns may also be required in Delaware and potentially in other jurisdictions depending on the nature and location of the Vehicle's activities. Delaware imposes a partnership information return requirement on certain partnerships; however, the Vehicle's activities during FY 2022 were limited to the receipt and custody of capital call proceeds and the maintenance of operating reserves, all of which were managed from New York. The Vehicle's sole investment activity relates to the proposed acquisition of Cascadia Renewables Holdings, Inc., which is headquartered in Portland, Oregon, and has subsidiary operations in Oregon, Washington, and Idaho. Because the Cascadia acquisition has not closed and the Vehicle has not conducted any business in Oregon or any other state outside Delaware and New York, the tax structuring analysis should confirm whether an Oregon partnership return is required for FY 2022. Based on our preliminary assessment, no Oregon return should be required given that the Vehicle has not transacted business, held property, or employed personnel in Oregon. However, this conclusion should be confirmed by KT&A as part of the tax return preparation process, and we have flagged this question for their attention.
V. Registered Agent Maintenance
A. Current Registered Agent
Under DRULPA, every Delaware limited partnership is required to maintain a registered agent and registered office in the State of Delaware at all times. The Vehicle's designated registered agent, as specified in the Certificate of Limited Partnership filed on July 22, 2022, is:
Cascade Systems 160 Greentree Drive, Suite 101 Dover, Delaware 19904
Cascade Systems ("NRAI") is a nationally recognized provider of registered agent and corporate services. NRAI has served as the Vehicle's registered agent continuously since formation and is responsible for accepting service of process, governmental notices, and other official correspondence on behalf of the Vehicle in Delaware.
B. Annual Service Fee
The registered agent service is provided pursuant to a service agreement between the Vehicle (acting through the General Partner) and NRAI. The annual service fee for registered agent services is typically billed on an annual basis by the registered agent provider. For entities of this type, the annual fee is approximately $100 to $150 per year, depending on the specific terms of the service agreement and any supplemental services (such as mail forwarding or document filing assistance) that may be included.
C&H has verified that the registered agent engagement with NRAI is active and in good standing for FY 2022. We have confirmed with KT&A that the annual registered agent fee for FY 2022 has been paid from the Vehicle's operating funds. No invoices remain outstanding, and the engagement is current through the next renewal date.
C. Change of Registered Agent
No change of registered agent is recommended at this time. NRAI has provided reliable service, and there is no operational or cost-related reason to transition to a different provider. Should a change of registered agent become necessary or desirable in the future, such a change would require the filing of a Certificate of Amendment to the Certificate of Limited Partnership with the Delaware Secretary of State. The Certificate of Amendment must be signed by an authorized person of the General Partner (Meridian Infrastructure GP IV LLC) and must identify the new registered agent and registered office address. The filing fee for a Certificate of Amendment with the Delaware Secretary of State is currently $200.00.
D. Maintaining Good Standing
C&H has confirmed that ICM Cascadia Co-Invest, LP is in good standing with the Delaware Secretary of State as of the date of this memorandum. We verified this status through an online entity search conducted on the Delaware Division of Corporations' website, the results of which are consistent with the entity status printout enclosed with this memorandum as an attachment.
We recommend that a formal Certificate of Good Standing (also known as a Certificate of Status or Certificate of Existence) be obtained from the Delaware Secretary of State's Division of Corporations and retained in the Vehicle's permanent compliance file. Certificates of good standing are frequently required in connection with financing transactions, regulatory filings, and contract counterparty due diligence. While no such request is currently pending, maintaining a current certificate on file is a best practice that facilitates prompt response to future requests. A short-form certificate of good standing may be obtained expeditiously from the Delaware Division of Corporations for a fee of $50.00 (standard processing) or $100.00 (24-hour expedited processing), plus any applicable online transaction fees. C&H can arrange for the ordering and receipt of this certificate upon your authorization.
VI. Certificate of Limited Partnership — Status and Amendments
The original Certificate of Limited Partnership for ICM Cascadia Co-Invest, LP was filed with the Delaware Secretary of State on July 22, 2022, under File Number 7439218. The Certificate of Limited Partnership names Meridian Infrastructure GP IV LLC as the sole general partner of the Vehicle and specifies the registered agent and registered office information set forth in Section V above.
Since the date of formation, no amendments to the Certificate of Limited Partnership have been filed with the Delaware Secretary of State. No amendments are required at this time. The Certificate of Limited Partnership, as originally filed, accurately reflects the Vehicle's current general partner, registered agent, and registered office information.
C&H notes that under DRULPA, a Certificate of Amendment would be required in the following circumstances, among others:
(a) A change in the name of the limited partnership;
(b) A change in the identity or name of the general partner;
(c) A change in the registered agent or registered office address; or
(d) A change in any other information required to be set forth in the Certificate of Limited Partnership under 6 Del. C. § 17-201.
Additionally, should the Vehicle be wound down or dissolved, a Certificate of Cancellation would be required to be filed with the Delaware Secretary of State pursuant to 6 Del. C. § 17-203. The Certificate of Cancellation must be filed upon the dissolution and completion of winding up of the limited partnership and terminates the limited partnership's legal existence in Delaware. No dissolution or winding-up is currently contemplated, and the Vehicle remains in active (though dormant) status.
A copy of the original Certificate of Limited Partnership, as filed, is enclosed with this memorandum for your records.
VII. Foreign Qualification
A. Analysis. Under the laws of most U.S. states, a limited partnership that is formed in one state but "transacts business" or "conducts business" in another state is generally required to register as a foreign limited partnership in that other state — a process commonly referred to as "foreign qualification." The definition of what constitutes "transacting business" varies by state, but typically includes activities such as maintaining an office or other place of business, owning or leasing real property, employing personnel, or regularly soliciting or conducting business within the jurisdiction.
C&H has evaluated whether ICM Cascadia Co-Invest, LP is required to be qualified as a foreign limited partnership in any jurisdiction outside Delaware. Based on our review, we conclude as follows:
(i) Delaware. The Vehicle is a domestic limited partnership formed under the laws of Delaware. No foreign qualification is required or applicable in the jurisdiction of formation.
(ii) New York. The Vehicle's principal correspondence address is located in New York (c/o Ironside Capital Management LP, 590 Madison Avenue, 38th Floor, New York, NY 10022). However, the Vehicle does not maintain its own office in New York, does not employ personnel in New York, and does not own or lease real property in New York. The use of Ironside's address as a correspondence address, without more, does not constitute "transacting business" in New York for purposes of the New York Revised Limited Partnership Act. Accordingly, foreign qualification in New York is not required at this time. This conclusion should be reassessed if the Vehicle's activities in New York expand beyond the receipt of correspondence.
(iii) Oregon, Washington, and Idaho. The proposed investment target, Cascadia Renewables Holdings, Inc., is an Oregon corporation headquartered in Portland, Oregon, with subsidiary operations in Oregon, Washington, and Idaho. However, as the Cascadia acquisition has not closed, the Vehicle has not acquired any interest in Cascadia or its subsidiaries, and the Vehicle has not conducted any business, held any assets, or maintained any office or personnel in any of these states. The Vehicle's only connection to these states is its intended investment purpose, which has not yet been consummated. Accordingly, there are currently no activities in Oregon, Washington, or Idaho that would trigger foreign qualification requirements for the Vehicle.
(iv) All Other Jurisdictions. The Vehicle has not conducted business, held assets, or maintained an office or personnel in any other U.S. state or foreign jurisdiction.
No foreign qualification filings have been made on behalf of the Vehicle in any jurisdiction, and no foreign qualification filings are recommended at this time.
B. Reactivation Consideration
C&H notes, however, that the foreign qualification analysis will need to be reassessed if and when the underlying Cascadia acquisition is reactivated and the Vehicle's dormancy period concludes. Specifically:
• If the Vehicle acquires a direct or indirect ownership interest in Cascadia Renewables Holdings, Inc. or any of its Oregon, Washington, or Idaho subsidiaries, the Vehicle's activities may be deemed to constitute "transacting business" in one or more of those states, triggering a foreign qualification requirement.
• Oregon, in particular, requires foreign limited partnerships that transact business in the state to file an application for authority with the Oregon Secretary of State pursuant to ORS 70.370. The filing fee is currently $100.00, and annual renewal reports are required thereafter.
• Washington and Idaho have similar requirements under their respective limited partnership statutes.
C&H will continue to monitor the status of the Transaction and will advise promptly if and when a foreign qualification analysis becomes necessary.
VIII. Dormancy Considerations for Compliance
As noted in Section I, the Vehicle entered a period of dormancy on January 9, 2023, following the General Partner's issuance of the Capital Call Suspension Notice under LP Agreement § 7.04, citing the occurrence of a Material Impediment Event. The Material Impediment Event relates to the ongoing review of the proposed Cascadia acquisition by the Federal Energy Regulatory Commission ("FERC") and the resulting uncertainty regarding the timing and regulatory conditions of the Transaction's closing.
It is important to emphasize that dormancy does not relieve the Vehicle of its ongoing entity-maintenance and compliance obligations. So long as the Vehicle's Certificate of Limited Partnership remains on file with the Delaware Secretary of State and the Vehicle has not been formally dissolved and wound up, all franchise tax, registered agent, tax return, and other compliance obligations continue without interruption. The General Partner, as the party responsible for entity maintenance under the LP Agreement, must continue to fulfill these obligations throughout the dormancy period.
The annualized operating expenses for the Vehicle during the dormancy period are estimated at approximately $185,000, comprising the following items:
These costs are funded from the working-capital reserve of $3,500,000 that was established from the proceeds of the August 15, 2022 Initial Capital Call. At the current estimated burn rate of approximately $185,000 per year, the working-capital reserve is sufficient to fund the Vehicle's operating expenses during dormancy for approximately eighteen (18) years, assuming no additional extraordinary expenses are incurred. Accordingly, no additional capital call is anticipated solely for operating expense purposes during the dormancy period.
C&H will continue to monitor compliance deadlines and coordinate with both the General Partner and KT&A throughout the dormancy period. We will prepare an updated compliance memorandum on an annual basis (or more frequently if circumstances warrant) and will notify Ironside promptly of any changes in applicable law, regulatory requirements, or entity status that may affect the Vehicle's compliance posture.
IX. Compliance Calendar — Key Upcoming Deadlines
The following table sets forth the key compliance deadlines applicable to ICM Cascadia Co-Invest, LP for the period immediately following FY 2022. This calendar should be reviewed in conjunction with the more detailed preliminary compliance calendar for FY 2023 that is enclosed with this memorandum.
C&H will update this calendar on a quarterly basis and will circulate reminders to the appropriate responsible parties in advance of each deadline. Any changes to the compliance calendar resulting from changes in law, extensions of filing deadlines, or modifications to the Vehicle's status will be communicated promptly.
X. Recommendations
Based on the foregoing analysis, C&H respectfully submits the following recommendations for the attention of Ironside's investment and legal teams:
1. Delaware Franchise Tax. Ensure timely payment of the $300.00 Delaware LP franchise tax for FY 2022 prior to the June 1, 2023 statutory deadline. C&H recommends that payment be remitted no later than April 15, 2023 to provide an adequate buffer against any administrative delays. C&H will coordinate with Kendrick Thorne & Associates LLP to ensure that payment is processed from the Vehicle's working-capital reserve and that written confirmation of payment is obtained and retained in the compliance file.
2. Federal Tax Return. Confirm that Kendrick Thorne & Associates LLP is on track to prepare and file IRS Form 1065 for tax year 2022 and to distribute the required Schedule K-1s to Ironside Capital Management LP and Meridian Infrastructure GP IV LLC by the March 15, 2023 filing deadline. If additional time is needed, KT&A should file IRS Form 7004 for an automatic extension to September 15, 2023 on or before the original March 15 due date. C&H has communicated this timeline to KT&A and will follow up to confirm the status of the return preparation.
3. K-1 Review. Sylvia Hartwell, Specialist Partner, Tax, at C&H is conducting a separate, detailed review of the K-1 allocations for Ironside's tax reporting purposes. That review is being documented in a separate memorandum (C&H Memorandum: K-1 Review for Ironside — Tax Year 2022) and will be transmitted to Ironside's internal tax team under separate cover. We recommend that Ironside's tax team review the K-1 memorandum promptly upon receipt and raise any questions or issues with Ms. Hartwell directly.
4. Good Standing Certificate. Obtain a formal Delaware Certificate of Good Standing for ICM Cascadia Co-Invest, LP from the Delaware Division of Corporations and retain it in the Vehicle's permanent compliance file. C&H can arrange for this certificate to be ordered on an expedited basis upon authorization from Ironside. The cost is nominal ($50.00 for standard processing or $100.00 for 24-hour expedited processing).
5. Registered Agent. No changes to the registered agent are recommended at this time. NRAI continues to provide satisfactory service, and the annual fee has been paid for FY 2022. C&H will confirm payment of the FY 2023 registered agent fee upon receipt of the next invoice from NRAI.
6. Dormancy Monitoring. Continue quarterly monitoring of all compliance obligations throughout the Vehicle's dormancy period. C&H will prepare an analogous annual compliance memorandum for FY 2023 and will circulate quarterly compliance calendar updates to the relevant parties. In the event that any material change occurs with respect to the Vehicle's dormancy status — including the resolution of the Material Impediment Event, the issuance of a reactivation notice by the General Partner, or a decision to wind down and dissolve the Vehicle — C&H should be notified promptly so that the compliance posture can be adjusted accordingly.
7. Foreign Qualification Watch. If the underlying Cascadia acquisition is reactivated and moves toward closing, C&H will reassess the need for foreign qualification of the Vehicle in Oregon, Washington, Idaho, and any other relevant jurisdictions. This analysis should be conducted as part of the pre-closing compliance workstream for the Transaction, and C&H is prepared to coordinate with Meridian's outside counsel (Prumvane & Whitaker LLP) on this analysis as needed.
XI. Conclusion
Based on the review set forth in this memorandum, C&H confirms that ICM Cascadia Co-Invest, LP is currently in good standing with the Delaware Secretary of State. All FY 2022 compliance obligations applicable to the Vehicle have been identified and are either completed or on track to be satisfied before their respective deadlines. No material compliance deficiencies or areas of concern have been identified.
The Vehicle's current period of dormancy does not relieve it of its ongoing entity-maintenance, tax filing, and registered agent obligations. C&H will continue to monitor these obligations on an ongoing basis and will coordinate with the General Partner (Meridian Infrastructure GP IV LLC) and the fund administrator (Kendrick Thorne & Associates LLP) to ensure that all deadlines are met and all required filings and payments are made in a timely manner.
This memorandum has been prepared solely for the use of Ironside Capital Management LP and its authorized representatives in connection with the compliance monitoring of ICM Cascadia Co-Invest, LP. It is protected by the attorney-client privilege and the attorney work product doctrine and should not be disclosed to any third party without the prior written consent of C&H.
This memorandum should be retained in the permanent compliance file for ICM Cascadia Co-Invest, LP maintained by Ironside's legal and operations teams. C&H also recommends that a copy be provided to KT&A for inclusion in the fund administration records.
XII. Enclosures / Attachments (Referenced)
The following documents are enclosed with or referenced in this memorandum:
1. Copy of Certificate of Limited Partnership for ICM Cascadia Co-Invest, LP (filed July 22, 2022, DE SOS File No. 7439218).
2. Delaware Secretary of State entity status printout for ICM Cascadia Co-Invest, LP (confirming good standing as of the date of this memorandum).
3. Registered agent confirmation from Cascade Systems, confirming active engagement and current fee status.
4. Preliminary Compliance Calendar for FY 2023 (prepared by C&H, Funds & Asset Management Group).
Please do not hesitate to contact the undersigned or any member of the C&H Funds & Asset Management team with any questions regarding this memorandum or the compliance matters addressed herein.
CALDERWOOD & HARKNESS LLP
By: ________
Theresa Kim Lead Associate, Funds & Asset Management
By: ________
Owen Fischer Working Associate, Funds & Asset Management
Reviewed and Approved:
By: ________
Pamela Cross Responsible Partner, Funds & Asset Management
By: ________
Nicholas Stern Billing Partner, Funds & Asset Management
Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004
Matter No. 1023-00001
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum is a confidential communication from Calderwood & Harkness LLP. It is intended solely for the use of the addressees named herein and is protected by the attorney-client privilege and the attorney work product doctrine. Any unauthorized review, use, disclosure, or distribution of this memorandum is strictly prohibited. If you have received this memorandum in error, please notify the sender immediately and destroy all copies.
Item | Detail
Full Legal Name | ICM Cascadia Co-Invest, LP
Entity Type | Delaware Limited Partnership
Jurisdiction of Formation | State of Delaware
Date of Formation | July 22, 2022
DE Secretary of State File Number | 7439218
Employer Identification Number (EIN) | 88-3921457
Registered Agent | Cascade Systems
Registered Agent Address | 160 Greentree Drive, Suite 101, Dover, DE 19904
Principal Office Address | c/o Ironside Capital Management LP, 590 Madison Avenue, 38th Floor, New York, NY 10022
General Partner | Meridian Infrastructure GP IV LLC (Delaware LLC)
General Partner Interest | 0.01% ($30,000 commitment)
Limited Partner | Ironside Capital Management LP (Delaware LP)
Limited Partner Interest | 99.99% ($299,970,000 commitment)
Total Committed Capital | $300,000,000
Governing Law of LP Agreement | State of Delaware
Expense Category | Estimated Annual Cost
Fund administration (Kendrick Thorne & Associates LLP) | $120,000
Annual audit (Harmon & Kessler LLP) | $45,000
Registered agent fee (Cascade Systems) | $125
Delaware LP franchise tax | $300
K-1 preparation and tax compliance | $15,000
Miscellaneous (bank fees, filing fees, correspondence) | $4,575
Total Estimated Annual Operating Expenses | $185,000
Deadline | Obligation | Responsible Party | Status
March 15, 2023 (or extended to September 15, 2023) | IRS Form 1065 filing — Tax Year 2022 | Kendrick Thorne & Associates LLP (tax preparer) | In progress; KT&A has confirmed that preparation is underway
March 15, 2023 | Schedule K-1 distribution to partners (Ironside Capital Management LP and Meridian Infrastructure GP IV LLC) | Kendrick Thorne & Associates LLP | In progress; K-1 allocations under review
June 1, 2023 | Delaware LP franchise tax payment ($300) — FY 2022 | General Partner (Meridian Infrastructure GP IV LLC) / Fund Administrator (KT&A) | Pending; payment to be remitted no later than April 15, 2023 (per C&H recommendation)
Ongoing | Registered agent maintenance (Cascade Systems) | Cascade Systems / General Partner | Active; FY 2022 fee paid; FY 2023 fee to be paid upon invoice
Approximately April 2023 | GP quarterly status report to LP — Q1 2023 (per LP Agreement § 9.01 and Side Letter dated July 22, 2022) | Meridian Infrastructure GP IV LLC | Due approximately 45 days after quarter-end
Annually (as needed) | Annual audit for FY 2022 | Harmon & Kessler LLP (auditor) / KT&A | Engagement in place; audit expected to be completed Q2 2023

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM

REVIEWED BY:

CALDERWOOD & HARKNESS LLP

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