1023-00001 · Ironside Capital Management LP · Engagement

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PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Counselors at Law

125 Broad Street, 44th Floor New York, New York 10004

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

July 14, 2022

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

Re: Engagement of Calderwood & Harkness LLP by Ironside Capital Management LP — Co-Investment Vehicle Formation and Related Matters

Matter Number: 1023-00001

Dear Mr. Calloway:

We are pleased that Ironside Capital Management LP has selected Calderwood & Harkness LLP to serve as its outside legal counsel in connection with the co-investment opportunity described below. This letter sets forth the terms and conditions of our engagement and the scope of the legal services we will provide. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy to us as described in Section 9 below. We look forward to working with you and your team on this important transaction.

1. Engagement and Scope of Representation

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Ironside Capital Management LP ("Ironside" or the "Client"), a Delaware limited partnership, to serve as outside legal counsel in connection with the matters described in Sections 1.1 through 1.4 below (collectively, the "Engagement"). The scope of representation is subject to the limitations set forth in Section 1.5. Unless otherwise agreed in writing, the Firm's representation shall be limited to the specific matters described herein and shall not extend to other legal matters of the Client or any of its affiliates.

1.1 Formation of the Co-Investment Vehicle

The Firm will advise and assist the Client with the formation and organization of a Delaware limited partnership co-investment vehicle, which is expected to be named "ICM Cascadia Co-Invest, LP" (or such other name as the parties may agree upon) (the "Co-Investment Vehicle"). The Co-Investment Vehicle is being formed to co-invest alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV") in connection with the proposed acquisition of one hundred percent (100%) of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc. ("Cascadia"), an Oregon corporation engaged in the development, construction, and operation of renewable energy generation assets in the Pacific Northwest. Without limiting the generality of the foregoing, our work in connection with the formation of the Co-Investment Vehicle is expected to include the following:

(a) Preparation and filing of the Certificate of Limited Partnership of the Co-Investment Vehicle with the Office of the Secretary of State of the State of Delaware, including coordination with a registered agent in Delaware and ensuring compliance with all applicable filing requirements under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.);

(b) Negotiation, drafting, and review of the Agreement of Limited Partnership of the Co-Investment Vehicle (the "LPA"), including provisions relating to capital commitments, capital calls, management and governance, distributions (including the distribution waterfall), carried interest allocations, fees and expenses, transfer restrictions, key-person provisions, default remedies, reporting obligations, term and dissolution, indemnification, and such other terms as may be agreed upon by the parties;

(c) Negotiation and drafting of the Side Letter between Ironside and Meridian Infrastructure GP IV LLC (the "GP"), in its capacity as the general partner of both Fund IV and the Co-Investment Vehicle, addressing, among other things, co-investor protections, most-favored-nation rights, information rights, consent rights, and any other supplemental terms applicable to Ironside's participation in the Co-Investment Vehicle;

(d) Negotiation and review of the Co-Investment Allocation Agreement between Fund IV and the Co-Investment Vehicle, which is expected to set forth the terms and conditions governing the allocation of the co-investment opportunity, including the relative commitments, co-investment allocation methodology, expense-sharing arrangements, and the rights and obligations of Fund IV and the Co-Investment Vehicle with respect to the Cascadia investment;

(e) Review and comment on subscription documentation, including subscription agreements, investor questionnaires, accredited investor representations, and related admission documents for limited partners of the Co-Investment Vehicle;

(f) Review and comment on placement agent arrangements, including the engagement letter, distribution agreement, or other arrangements with Rivermark Capital Markets Inc. ("Rivermark"), as the placement agent retained in connection with the syndication of co-investment interests in the Co-Investment Vehicle, to the extent applicable to Ironside's participation;

(g) Anti-money laundering ("AML") and know-your-customer ("KYC") certifications and compliance procedures for the Co-Investment Vehicle, including review of applicable requirements under the Bank Secrecy Act, the USA PATRIOT Act, and related regulations, and assistance with the preparation and filing of any necessary certifications, representations, or reports in connection therewith; and

(h) Such other matters as may be reasonably necessary or desirable in connection with the formation and organization of the Co-Investment Vehicle.

1.2 Transaction Diligence and Documentation

The Firm will advise and assist the Client in connection with the legal due diligence and transaction documentation relating to the proposed acquisition of Cascadia by Fund IV and the Co-Investment Vehicle (the "Transaction"). Without limiting the generality of the foregoing, our work in connection with the Transaction is expected to include the following:

(a) Legal due diligence review of Cascadia and its direct and indirect subsidiaries (collectively, the "Tarvex Group") in connection with the proposed acquisition, including review of corporate organizational documents, material contracts, real property interests, intellectual property, permits and licenses, environmental matters, employment matters, litigation and pending claims, regulatory compliance, tax matters, and such other areas as may be identified during the course of the diligence process. The Firm anticipates coordinating its diligence efforts with the broader diligence workstream being managed by Breckenridge Sloane & Pratt LLP ("BSP") on behalf of Meridian Infrastructure Partners LP ("Meridian") as lead sponsor of the Transaction;

(b) Review, negotiation, and comment on the Equity Purchase Agreement (the "Purchase Agreement") and related transaction documentation (including disclosure schedules, ancillary agreements, officer's certificates, and closing deliverables), to the extent that Ironside's interests as co-investor require separate or supplemental representation beyond the work being performed by BSP on behalf of Meridian. The Client acknowledges that BSP is serving as lead transaction counsel to the buy-side and that the Firm's role with respect to the Purchase Agreement is supplemental in nature, focused on ensuring that Ironside's specific interests, rights, and obligations as co-investor are adequately addressed;

(c) Review and analysis of the debt commitment letter, credit agreement documentation (including any term loan, revolving credit facility, or other debt instruments), and related intercreditor or subordination arrangements, as they affect the Co-Investment Vehicle's rights, obligations, and economic interests. The Firm's review of debt documentation will focus on the implications for the Co-Investment Vehicle and will be coordinated with counsel to the lenders and with BSP, as appropriate;

(d) Review and analysis of the terms, conditions, and coverage of the representations and warranties insurance ("RWI") policy being procured in connection with the Transaction, including assessment of any exclusions, retention amounts, coverage limitations, or subrogation provisions that may affect the Co-Investment Vehicle's rights in the event of a breach of representations and warranties by the sellers; and

(e) Such other transaction-related matters as may arise and as may be reasonably necessary to protect Ironside's interests as co-investor in the Transaction.

1.3 Regulatory Matters

The Firm will advise and assist the Client in connection with the analysis and assessment of regulatory approvals and filings required for the consummation of the Transaction, as they affect Ironside's co-investment position. Without limiting the generality of the foregoing, our work in connection with regulatory matters is expected to include the following:

(a) Analysis and advice regarding the requirements for, and the preparation of, filings with the Federal Energy Regulatory Commission ("FERC") under the Federal Power Act and related regulations, to the extent that the Transaction or Ironside's participation therein triggers FERC filing or approval requirements;

(b) Analysis and advice regarding the requirements for, and the preparation of, filings with the Oregon Public Utility Commission ("OPUC") under applicable Oregon statutes and regulations, including any change-of-control or transfer-of-ownership filings that may be required in connection with the Transaction;

(c) Analysis and advice regarding the requirements for, and the preparation of, any voluntary or mandatory filings with the Committee on Foreign Investment in the United States ("CFIUS") under Section 721 of the Defense Production Act of 1950, as amended, and the implementing regulations thereof (31 C.F.R. Part 800 et seq.), to the extent that any limited partner of the Co-Investment Vehicle or any other participant in the Transaction may be a foreign person or foreign-controlled entity within the meaning of the applicable regulations, and to the extent that Cascadia's assets or operations may involve critical infrastructure or other sensitive areas subject to CFIUS jurisdiction;

(d) Coordination with BSP, as counsel to Meridian, on regulatory filing strategy, including the sequencing and timing of regulatory filings, the allocation of responsibility for the preparation and submission of filings, and the management of any regulatory review or comment process; and

(e) Such other regulatory matters as may arise in connection with the Transaction and as may be reasonably necessary to protect Ironside's interests.

1.4 Governance and Ongoing Matters

Following the formation of the Co-Investment Vehicle and the closing of the Transaction, the Firm will continue to advise and assist the Client with respect to the governance, administration, and ongoing legal needs of the Co-Investment Vehicle, including, without limitation, the following:

(a) Ongoing advice on the governance of the Co-Investment Vehicle, including matters relating to capital calls, distributions, investor communications and reporting, advisory committee proceedings, consent solicitations, and limited partner relations;

(b) Tax structuring analysis and ongoing tax advice relating to the Co-Investment Vehicle, including advice on federal, state, and local tax matters, partnership tax allocations, withholding obligations, UBTI analysis, and any tax elections or filings to be made by or on behalf of the Co-Investment Vehicle. Tax advice will be provided in coordination with the Firm's Tax Practice Group, led by Ms. Sylvia Hartwell;

(c) Analysis under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations promulgated thereunder, including the "plan assets" rules under 29 C.F.R. § 2510.3-101, to determine whether the assets of the Co-Investment Vehicle constitute "plan assets" for purposes of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), and advice regarding the "benefit plan investor" limitations and the availability of any applicable exemptions (including the "venture capital operating company" and "real estate operating company" exemptions);

(d) Ongoing entity maintenance and compliance for the Co-Investment Vehicle, including the timely filing of Delaware franchise tax returns, annual reports, and any other periodic filings required to maintain the Co-Investment Vehicle's good standing in Delaware and any other jurisdiction in which it is qualified to do business, as well as coordination with the registered agent in Delaware;

(e) Advice on dormancy management, wind-down, dissolution, or reactivation of the Co-Investment Vehicle, as circumstances may require, including the preparation and filing of any necessary certificates of cancellation, final tax returns, or other dissolution-related documents; and

(f) Such other ongoing matters as may arise from time to time in connection with the Co-Investment Vehicle or Ironside's participation therein.

1.5 Limitations on Scope

The Client acknowledges and agrees that the scope of the Firm's representation is limited to the matters described in Sections 1.1 through 1.4 above. Without limiting the generality of the foregoing, the Client acknowledges the following:

(a) C&H does not represent, and has not been engaged to represent, Meridian Infrastructure Partners LP, Meridian Infrastructure GP IV LLC, Fund IV, Cascadia Renewables Holdings, Inc., any member of the Tarvex Group, the selling shareholders of Cascadia (including, without limitation, Timberline Growth Equity Fund III, LP and the Weir Family Trust), Rivermark Capital Markets Inc., or any other party to the Transaction (collectively, the "Other Parties"). The Firm's duties and obligations run solely to the Client, and the Firm will exercise its independent professional judgment in advising the Client, even where the interests of the Client and the Other Parties may be aligned;

(b) The Client is aware that each of the Other Parties is separately represented by its own legal counsel:

(i) Meridian Infrastructure Partners LP and its affiliates (including Meridian Infrastructure GP IV LLC and Fund IV) are represented by Breckenridge Sloane & Pratt LLP, with Charles A. Delacroix serving as lead partner;

(ii) Cascadia Renewables Holdings, Inc. is represented by Ridgeway, Ashford & Malone PC, with Nina R. Castellano serving as lead partner; and

(iii) Timberline Growth Equity Fund III, LP (as a selling shareholder) is represented by Garvey Lennox LLP, with Steven F. Yun serving as lead partner.

(c) C&H's representation of the Client is limited to the matters expressly described in this engagement letter and does not extend to any general corporate, regulatory, compliance, litigation, employment, intellectual property, or other legal matters of Ironside or any of its affiliated entities, funds, portfolio companies, general partners, officers, directors, employees, or agents, unless separately agreed in a written engagement letter or amendment to this engagement letter.

2. Responsible Attorneys

The following attorneys have been assigned to the Engagement and will have primary responsibility for the delivery of legal services to the Client:

Responsible Partner: Pamela Cross, Partner, Funds & Asset Management Practice Group. Ms. Cross will have overall supervisory responsibility for the Engagement and will serve as the primary relationship partner for Ironside. Ms. Cross brings more than twenty years of experience advising institutional investors, fund sponsors, and asset managers on fund formation, co-investment structuring, and complex transactional matters. She will be available to the Client for strategic guidance, senior-level negotiations, and resolution of any significant issues that may arise during the course of the Engagement.

Billing Partner: Nicholas Stern, Partner, Funds & Asset Management Practice Group. Mr. Stern will serve as the billing partner and will be responsible for staffing, billing, day-to-day management, and overall work coordination for the Engagement. Mr. Stern has extensive experience in the formation and structuring of private equity, infrastructure, and co-investment vehicles, and in the negotiation of fund documentation and side letters on behalf of institutional investors and sponsors.

Lead Associate: Theresa Kim, Associate, Funds & Asset Management Practice Group. Ms. Kim will serve as the lead associate on the matter and will be the primary day-to-day contact for Ironside's deal team. Ms. Kim will be responsible for the preparation of initial drafts of fund formation documents, coordination of the diligence process, management of the document production and review workflow, and regular communication with the Client regarding the status of the Engagement.

Working Associate: Owen Fischer, Associate, Funds & Asset Management Practice Group. Mr. Fischer will provide additional associate-level support as needed, including assistance with due diligence, regulatory analysis, document review, and drafting of ancillary transaction documents.

Tax Specialist: Sylvia Hartwell, Partner, Tax Practice Group. Ms. Hartwell will advise the Client on tax structuring, partnership tax matters, federal and state income tax issues, and state and local tax considerations relating to the Co-Investment Vehicle. Ms. Hartwell has deep expertise in the taxation of private investment funds and co-investment vehicles and will coordinate closely with the Funds & Asset Management team to ensure that the structure of the Co-Investment Vehicle is optimized from a tax perspective.

The Firm reserves the right to assign additional attorneys, paralegals, legal assistants, and other professional staff to the Engagement as the scope of work requires, in order to provide the Client with the most efficient and effective representation possible. The Firm will keep the Client informed of any significant changes in staffing, and the Firm will endeavor to maintain continuity of the core team throughout the Engagement.

3. Fees and Billing Arrangements

3.1 Hourly Rates

Fees for legal services rendered in connection with this Engagement will be charged on an hourly basis at the Firm's standard rates in effect at the time the services are rendered. The Firm's hourly rates are reviewed and adjusted annually, with adjustments typically taking effect on January 1 of each calendar year. The Firm will provide the Client with prior written notice of any rate adjustments. Current standard hourly rate ranges for the categories of professionals assigned to this matter are as follows:

The specific hourly rates applicable to the attorneys currently assigned to this matter are set forth below:

Rates for any additional attorneys, paralegals, or other professionals assigned to the Engagement will be communicated to the Client upon assignment and will be consistent with the Firm's standard rate schedule for professionals of comparable seniority and experience. The rates set forth above are subject to annual adjustment as described in this Section 3.1.

3.2 Disbursements and Expenses

In addition to professional fees, the Client will be responsible for reimbursement of all reasonable disbursements and out-of-pocket expenses incurred by the Firm in connection with the Engagement. Such disbursements and expenses may include, but are not limited to, the following:

(a) Filing fees payable to the Delaware Secretary of State, FERC, OPUC, CFIUS, or any other governmental authority in connection with filings made on behalf of the Client or the Co-Investment Vehicle;

(b) Travel expenses, including airfare, ground transportation, lodging, and meals, incurred in connection with the Engagement (travel expenses will be incurred in accordance with the Firm's standard travel policies and, to the extent practicable, will be pre-approved by the Client for any single trip expected to exceed $5,000);

(d) Photocopying, printing, and document production costs;

(e) Online legal research charges (including Westlaw, Sundial Solutions, and other legal databases);

(f) Long-distance telephone and conference call charges; and

(g) Other third-party costs and vendor charges reasonably incurred in connection with the Engagement.

Third-party vendor costs, including without limitation the costs of filing agents, registered agent services, and any other vendors engaged by the Firm on behalf of the Client, will be passed through to the Client at the Firm's actual cost, without markup.

3.3 Billing Cycle and Payment Terms

Invoices for professional fees and disbursements will be rendered on a monthly basis, or at such other intervals as the Firm and the Client may agree in writing. Each invoice will contain a reasonably detailed description of the services rendered and the expenses incurred during the applicable billing period, organized by timekeeper and date of service.

Payment of each invoice is due within thirty (30) days of the date of the invoice. Payments should be made by wire transfer or check to the account specified on the invoice. The Firm reserves the right to charge interest at the rate of one percent (1.0%) per month (equivalent to twelve percent (12%) per annum) on any invoice or portion thereof that remains unpaid for more than sixty (60) days from the date of the invoice; provided, however, that no interest will accrue on any amount that is the subject of a good-faith billing dispute raised by the Client in writing within thirty (30) days of the Client's receipt of the applicable invoice. The Firm and the Client agree to work cooperatively and in good faith to resolve any billing disputes promptly.

3.4 Fee Estimates

The Firm does not provide fee caps, fixed-fee arrangements, or "not-to-exceed" budgets for this Engagement. The nature and complexity of fund formation and co-investment structuring matters, and the transactional and regulatory work associated with a transaction of this magnitude, make it impracticable to predict total legal fees with certainty at the outset of the Engagement.

However, the Firm is prepared to provide the Client with periodic, non-binding estimates of anticipated fees for specific phases of the work upon request. Such estimates will be based on the Firm's best assessment of the work required at the time of the estimate and will be subject to revision as the scope and complexity of the Engagement evolve. The Client acknowledges and agrees that actual fees will depend on, among other things, the scope and complexity of the matters as they develop, the extent and depth of the legal due diligence required, the pace and complexity of negotiations among the parties, the nature and timing of regulatory filings and approvals, and any dormancy, reactivation, or wind-down proceedings relating to the Co-Investment Vehicle that may arise during the term of the Engagement.

4. Client Identification and Conflicts

The Client for purposes of this Engagement is Ironside Capital Management LP, a Delaware limited partnership. The Firm's representation does not extend to any affiliated entities, funds (including any predecessor or successor funds managed or advised by Ironside), portfolio companies, general or limited partners, or individual officers, directors, members, managers, employees, or agents of Ironside, except as may be separately agreed in a written engagement letter or amendment to this engagement letter.

The Firm has conducted a conflicts check in accordance with its standard conflicts clearance procedures as of the date hereof and has determined that no conflict of interest exists that would prevent the Firm from undertaking this representation under applicable rules of professional conduct, including the New York Rules of Professional Conduct. The Firm's conflicts clearance memorandum (dated July 14, 2022) covers the following parties and their respective principals and affiliates identified to date: Ironside Capital Management LP; Meridian Infrastructure Partners LP; Meridian Infrastructure GP IV LLC; Meridian Infrastructure Partners Fund IV, LP; Cascadia Renewables Holdings, Inc.; Timberline Growth Equity Fund III, LP; and the Weir Family Trust. If additional parties or counterparties are identified during the course of the Engagement, the Firm will conduct supplemental conflicts checks as appropriate.

The Client acknowledges that Calderwood & Harkness LLP is a large, diversified law firm with hundreds of attorneys and numerous clients across a wide range of industries and practice areas. The Client understands and agrees that the Firm may currently represent, or may in the future represent, other entities, funds, or individuals whose interests may differ from or be adverse to those of Ironside in matters unrelated to this Engagement. The Firm does not, by reason of this Engagement, undertake any obligation to decline or withdraw from the representation of any other client in any matter not substantially related to this Engagement. The Firm will at all times comply with its ethical obligations and the applicable rules of professional conduct in managing any situations that may arise involving the concurrent representation of clients with differing interests.

5. Confidentiality

All information provided by the Client to the Firm in connection with this Engagement, including without limitation documents, financial data, business plans, investment strategies, investor information, term sheets, and communications of every kind and nature (collectively, "Confidential Information"), and all work product generated by the Firm in connection with this Engagement (including memoranda, draft documents, legal analyses, and advice), will be treated as confidential and will be protected to the fullest extent permitted by law, including pursuant to the attorney-client privilege, the work-product doctrine, and any other applicable privilege or protection.

The Firm will not disclose Confidential Information to any third party without the Client's prior written consent, except (a) as required by applicable law, court order, or legal process; (b) as required by the applicable rules of professional conduct; or (c) to the Firm's own partners, associates, paralegals, staff, and professional advisors who have a need to know such information in connection with the Engagement and who are bound by obligations of confidentiality.

The Client hereby authorizes the Firm to share Confidential Information as reasonably necessary with the following parties and their respective counsel, to the extent reasonably required in connection with the Transaction and the formation and operation of the Co-Investment Vehicle:

(a) Breckenridge Sloane & Pratt LLP, as counsel to Meridian Infrastructure Partners LP, Meridian Infrastructure GP IV LLC, and Fund IV;

(b) Ridgeway, Ashford & Malone PC, as counsel to Cascadia Renewables Holdings, Inc.;

(d) Rivermark Capital Markets Inc., as placement agent for the Co-Investment Vehicle; and

(e) Other transaction parties, co-investors, lenders, insurers, accountants, and professional advisors, to the extent reasonably required in connection with the Transaction.

Such sharing of information shall be subject to any applicable confidentiality agreements, non-disclosure agreements, or common-interest agreements that may be in effect among the parties. The Firm will use reasonable efforts to ensure that any Confidential Information shared pursuant to this authorization is subject to appropriate confidentiality protections.

6. Document Retention

The Firm will maintain all files, documents, and records relating to this Engagement (whether in physical or electronic form) in accordance with the Firm's standard document retention policies as in effect from time to time. Upon the conclusion of the Engagement, whether by completion of the matters described herein, termination pursuant to Section 7, or otherwise, the Firm will retain files relating to the Engagement for a period of not less than seven (7) years from the date of conclusion of the Engagement. Following the expiration of such seven-year period, the Firm may, in its discretion, destroy or dispose of such files without further notice to the Client, unless the Client has, prior to the expiration of such period, made a written request for the return of the files.

The Client may request the return of original documents, including but not limited to executed agreements, certificates, corporate records, and other original instruments, at any time during or after the Engagement. The Firm will comply with any such request within a reasonable period of time, and the Client will bear any reasonable costs associated with the retrieval, copying, and delivery of such documents.

The Firm may retain copies (including electronic copies) of all documents in the Client's files for the Firm's own records and for compliance with applicable legal and professional obligations, notwithstanding the return of original documents to the Client.

7. Termination

Either the Client or the Firm may terminate this Engagement at any time upon written notice to the other party. The Client's right to terminate is absolute. The Firm's right to terminate is subject to the Firm's obligations under applicable rules of professional conduct, including the obligation to provide reasonable notice to the Client and to take steps to the extent reasonably practicable to protect the Client's interests (including the avoidance of prejudice to the Client) in connection with any such termination.

Upon termination of the Engagement by either party, the Client will remain responsible for the payment of all professional fees and expenses incurred by the Firm through the date of termination, in accordance with the billing and payment terms set forth in Section 3 of this engagement letter. The Firm will render a final invoice promptly following the effective date of termination, and payment of such final invoice will be due in accordance with the payment terms set forth herein.

Upon termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by the Client, if applicable, including by making available to successor counsel all files, documents, and work product relating to the Engagement (subject to payment of all outstanding fees and expenses) and by providing such reasonable assistance as successor counsel may request to facilitate a seamless transition.

The provisions of this engagement letter relating to payment of fees and expenses (Section 3), confidentiality (Section 5), document retention (Section 6), and governing law (Section 8) shall survive the termination of the Engagement.

8. Governing Law

This engagement letter, and the relationship between the Firm and the Client arising hereunder, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the resolution of any disputes arising out of or relating to this engagement letter or the Engagement.

9. Acknowledgment and Acceptance

We are delighted to have the opportunity to represent Ironside Capital Management LP in connection with this important co-investment opportunity and look forward to a productive working relationship. If the terms set forth in this engagement letter are acceptable to you, please confirm your agreement by countersigning and returning a copy of this letter to the undersigned at Calderwood & Harkness LLP, 125 Broad Street, 44th Floor, New York, New York 10004, or by email to Pamela Cross (pcross@calderwoodharkness.com) and Nicholas Stern (nstern@calderwoodharkness.com). Your countersignature will constitute your acknowledgment and acceptance of the terms and conditions of this engagement letter.

If you have any questions regarding the terms of this letter, or if you would like to discuss any aspect of the Engagement, please do not hesitate to contact either of us directly. We are available at your convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Pamela Cross Partner, Funds & Asset Management Practice Group Telephone: (212) 558-4112

Email: pcross@calderwoodharkness.com

By: ________

Nicholas Stern Partner, Funds & Asset Management Practice Group Telephone: (212) 558-4247

Email: nstern@calderwoodharkness.com

ACKNOWLEDGED AND AGREED:

IRONSIDE CAPITAL MANAGEMENT LP

By: ________

Name: Marcus J. Calloway

Title: Founder & Chief Investment Officer

Date: ________

Enclosures:

1. Calderwood & Harkness LLP — Standard Terms of Engagement (incorporated herein by reference)

2. Calderwood & Harkness LLP — Privacy Notice

Professional Category	Hourly Rate Range
Partners	$1,450 – $1,850
Senior Associates	$950 – $1,250
Associates	$725 – $950
Paralegals / Legal Assistants	$375 – $475
Attorney	Role	Current Hourly Rate
Pamela Cross	Responsible Partner	$1,800
Nicholas Stern	Billing Partner	$1,750
Sylvia Hartwell	Tax Specialist (Partner)	$1,650
Theresa Kim	Lead Associate	$1,100
Owen Fischer	Working Associate	$850

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Counselors at Law
125 Broad Street, 44th Floor New York, New York 10004
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
July 14, 2022
Marcus J. Calloway Founder & Chief Investment Officer Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, New York 10022
Re: Engagement of Calderwood & Harkness LLP by Ironside Capital Management LP — Co-Investment Vehicle Formation and Related Matters
Matter Number: 1023-00001
Dear Mr. Calloway:
We are pleased that Ironside Capital Management LP has selected Calderwood & Harkness LLP to serve as its outside legal counsel in connection with the co-investment opportunity described below. This letter sets forth the terms and conditions of our engagement and the scope of the legal services we will provide. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy to us as described in Section 9 below. We look forward to working with you and your team on this important transaction.
1. Engagement and Scope of Representation
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Ironside Capital Management LP ("Ironside" or the "Client"), a Delaware limited partnership, to serve as outside legal counsel in connection with the matters described in Sections 1.1 through 1.4 below (collectively, the "Engagement"). The scope of representation is subject to the limitations set forth in Section 1.5. Unless otherwise agreed in writing, the Firm's representation shall be limited to the specific matters described herein and shall not extend to other legal matters of the Client or any of its affiliates.
1.1 Formation of the Co-Investment Vehicle
The Firm will advise and assist the Client with the formation and organization of a Delaware limited partnership co-investment vehicle, which is expected to be named "ICM Cascadia Co-Invest, LP" (or such other name as the parties may agree upon) (the "Co-Investment Vehicle"). The Co-Investment Vehicle is being formed to co-invest alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV") in connection with the proposed acquisition of one hundred percent (100%) of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc. ("Cascadia"), an Oregon corporation engaged in the development, construction, and operation of renewable energy generation assets in the Pacific Northwest. Without limiting the generality of the foregoing, our work in connection with the formation of the Co-Investment Vehicle is expected to include the following:
(a) Preparation and filing of the Certificate of Limited Partnership of the Co-Investment Vehicle with the Office of the Secretary of State of the State of Delaware, including coordination with a registered agent in Delaware and ensuring compliance with all applicable filing requirements under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.);
(b) Negotiation, drafting, and review of the Agreement of Limited Partnership of the Co-Investment Vehicle (the "LPA"), including provisions relating to capital commitments, capital calls, management and governance, distributions (including the distribution waterfall), carried interest allocations, fees and expenses, transfer restrictions, key-person provisions, default remedies, reporting obligations, term and dissolution, indemnification, and such other terms as may be agreed upon by the parties;
(c) Negotiation and drafting of the Side Letter between Ironside and Meridian Infrastructure GP IV LLC (the "GP"), in its capacity as the general partner of both Fund IV and the Co-Investment Vehicle, addressing, among other things, co-investor protections, most-favored-nation rights, information rights, consent rights, and any other supplemental terms applicable to Ironside's participation in the Co-Investment Vehicle;
(d) Negotiation and review of the Co-Investment Allocation Agreement between Fund IV and the Co-Investment Vehicle, which is expected to set forth the terms and conditions governing the allocation of the co-investment opportunity, including the relative commitments, co-investment allocation methodology, expense-sharing arrangements, and the rights and obligations of Fund IV and the Co-Investment Vehicle with respect to the Cascadia investment;
(e) Review and comment on subscription documentation, including subscription agreements, investor questionnaires, accredited investor representations, and related admission documents for limited partners of the Co-Investment Vehicle;
(f) Review and comment on placement agent arrangements, including the engagement letter, distribution agreement, or other arrangements with Rivermark Capital Markets Inc. ("Rivermark"), as the placement agent retained in connection with the syndication of co-investment interests in the Co-Investment Vehicle, to the extent applicable to Ironside's participation;
(g) Anti-money laundering ("AML") and know-your-customer ("KYC") certifications and compliance procedures for the Co-Investment Vehicle, including review of applicable requirements under the Bank Secrecy Act, the USA PATRIOT Act, and related regulations, and assistance with the preparation and filing of any necessary certifications, representations, or reports in connection therewith; and
(h) Such other matters as may be reasonably necessary or desirable in connection with the formation and organization of the Co-Investment Vehicle.
1.2 Transaction Diligence and Documentation
The Firm will advise and assist the Client in connection with the legal due diligence and transaction documentation relating to the proposed acquisition of Cascadia by Fund IV and the Co-Investment Vehicle (the "Transaction"). Without limiting the generality of the foregoing, our work in connection with the Transaction is expected to include the following:
(a) Legal due diligence review of Cascadia and its direct and indirect subsidiaries (collectively, the "Tarvex Group") in connection with the proposed acquisition, including review of corporate organizational documents, material contracts, real property interests, intellectual property, permits and licenses, environmental matters, employment matters, litigation and pending claims, regulatory compliance, tax matters, and such other areas as may be identified during the course of the diligence process. The Firm anticipates coordinating its diligence efforts with the broader diligence workstream being managed by Breckenridge Sloane & Pratt LLP ("BSP") on behalf of Meridian Infrastructure Partners LP ("Meridian") as lead sponsor of the Transaction;
(b) Review, negotiation, and comment on the Equity Purchase Agreement (the "Purchase Agreement") and related transaction documentation (including disclosure schedules, ancillary agreements, officer's certificates, and closing deliverables), to the extent that Ironside's interests as co-investor require separate or supplemental representation beyond the work being performed by BSP on behalf of Meridian. The Client acknowledges that BSP is serving as lead transaction counsel to the buy-side and that the Firm's role with respect to the Purchase Agreement is supplemental in nature, focused on ensuring that Ironside's specific interests, rights, and obligations as co-investor are adequately addressed;
(c) Review and analysis of the debt commitment letter, credit agreement documentation (including any term loan, revolving credit facility, or other debt instruments), and related intercreditor or subordination arrangements, as they affect the Co-Investment Vehicle's rights, obligations, and economic interests. The Firm's review of debt documentation will focus on the implications for the Co-Investment Vehicle and will be coordinated with counsel to the lenders and with BSP, as appropriate;
(d) Review and analysis of the terms, conditions, and coverage of the representations and warranties insurance ("RWI") policy being procured in connection with the Transaction, including assessment of any exclusions, retention amounts, coverage limitations, or subrogation provisions that may affect the Co-Investment Vehicle's rights in the event of a breach of representations and warranties by the sellers; and
(e) Such other transaction-related matters as may arise and as may be reasonably necessary to protect Ironside's interests as co-investor in the Transaction.
1.3 Regulatory Matters
The Firm will advise and assist the Client in connection with the analysis and assessment of regulatory approvals and filings required for the consummation of the Transaction, as they affect Ironside's co-investment position. Without limiting the generality of the foregoing, our work in connection with regulatory matters is expected to include the following:
(a) Analysis and advice regarding the requirements for, and the preparation of, filings with the Federal Energy Regulatory Commission ("FERC") under the Federal Power Act and related regulations, to the extent that the Transaction or Ironside's participation therein triggers FERC filing or approval requirements;
(b) Analysis and advice regarding the requirements for, and the preparation of, filings with the Oregon Public Utility Commission ("OPUC") under applicable Oregon statutes and regulations, including any change-of-control or transfer-of-ownership filings that may be required in connection with the Transaction;
(c) Analysis and advice regarding the requirements for, and the preparation of, any voluntary or mandatory filings with the Committee on Foreign Investment in the United States ("CFIUS") under Section 721 of the Defense Production Act of 1950, as amended, and the implementing regulations thereof (31 C.F.R. Part 800 et seq.), to the extent that any limited partner of the Co-Investment Vehicle or any other participant in the Transaction may be a foreign person or foreign-controlled entity within the meaning of the applicable regulations, and to the extent that Cascadia's assets or operations may involve critical infrastructure or other sensitive areas subject to CFIUS jurisdiction;
(d) Coordination with BSP, as counsel to Meridian, on regulatory filing strategy, including the sequencing and timing of regulatory filings, the allocation of responsibility for the preparation and submission of filings, and the management of any regulatory review or comment process; and
(e) Such other regulatory matters as may arise in connection with the Transaction and as may be reasonably necessary to protect Ironside's interests.
1.4 Governance and Ongoing Matters
Following the formation of the Co-Investment Vehicle and the closing of the Transaction, the Firm will continue to advise and assist the Client with respect to the governance, administration, and ongoing legal needs of the Co-Investment Vehicle, including, without limitation, the following:
(a) Ongoing advice on the governance of the Co-Investment Vehicle, including matters relating to capital calls, distributions, investor communications and reporting, advisory committee proceedings, consent solicitations, and limited partner relations;
(b) Tax structuring analysis and ongoing tax advice relating to the Co-Investment Vehicle, including advice on federal, state, and local tax matters, partnership tax allocations, withholding obligations, UBTI analysis, and any tax elections or filings to be made by or on behalf of the Co-Investment Vehicle. Tax advice will be provided in coordination with the Firm's Tax Practice Group, led by Ms. Sylvia Hartwell;
(c) Analysis under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations promulgated thereunder, including the "plan assets" rules under 29 C.F.R. § 2510.3-101, to determine whether the assets of the Co-Investment Vehicle constitute "plan assets" for purposes of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), and advice regarding the "benefit plan investor" limitations and the availability of any applicable exemptions (including the "venture capital operating company" and "real estate operating company" exemptions);
(d) Ongoing entity maintenance and compliance for the Co-Investment Vehicle, including the timely filing of Delaware franchise tax returns, annual reports, and any other periodic filings required to maintain the Co-Investment Vehicle's good standing in Delaware and any other jurisdiction in which it is qualified to do business, as well as coordination with the registered agent in Delaware;
(e) Advice on dormancy management, wind-down, dissolution, or reactivation of the Co-Investment Vehicle, as circumstances may require, including the preparation and filing of any necessary certificates of cancellation, final tax returns, or other dissolution-related documents; and
(f) Such other ongoing matters as may arise from time to time in connection with the Co-Investment Vehicle or Ironside's participation therein.
1.5 Limitations on Scope
The Client acknowledges and agrees that the scope of the Firm's representation is limited to the matters described in Sections 1.1 through 1.4 above. Without limiting the generality of the foregoing, the Client acknowledges the following:
(a) C&H does not represent, and has not been engaged to represent, Meridian Infrastructure Partners LP, Meridian Infrastructure GP IV LLC, Fund IV, Cascadia Renewables Holdings, Inc., any member of the Tarvex Group, the selling shareholders of Cascadia (including, without limitation, Timberline Growth Equity Fund III, LP and the Weir Family Trust), Rivermark Capital Markets Inc., or any other party to the Transaction (collectively, the "Other Parties"). The Firm's duties and obligations run solely to the Client, and the Firm will exercise its independent professional judgment in advising the Client, even where the interests of the Client and the Other Parties may be aligned;
(b) The Client is aware that each of the Other Parties is separately represented by its own legal counsel:
(i) Meridian Infrastructure Partners LP and its affiliates (including Meridian Infrastructure GP IV LLC and Fund IV) are represented by Breckenridge Sloane & Pratt LLP, with Charles A. Delacroix serving as lead partner;
(ii) Cascadia Renewables Holdings, Inc. is represented by Ridgeway, Ashford & Malone PC, with Nina R. Castellano serving as lead partner; and
(iii) Timberline Growth Equity Fund III, LP (as a selling shareholder) is represented by Garvey Lennox LLP, with Steven F. Yun serving as lead partner.
(c) C&H's representation of the Client is limited to the matters expressly described in this engagement letter and does not extend to any general corporate, regulatory, compliance, litigation, employment, intellectual property, or other legal matters of Ironside or any of its affiliated entities, funds, portfolio companies, general partners, officers, directors, employees, or agents, unless separately agreed in a written engagement letter or amendment to this engagement letter.
2. Responsible Attorneys
The following attorneys have been assigned to the Engagement and will have primary responsibility for the delivery of legal services to the Client:
Responsible Partner: Pamela Cross, Partner, Funds & Asset Management Practice Group. Ms. Cross will have overall supervisory responsibility for the Engagement and will serve as the primary relationship partner for Ironside. Ms. Cross brings more than twenty years of experience advising institutional investors, fund sponsors, and asset managers on fund formation, co-investment structuring, and complex transactional matters. She will be available to the Client for strategic guidance, senior-level negotiations, and resolution of any significant issues that may arise during the course of the Engagement.
Billing Partner: Nicholas Stern, Partner, Funds & Asset Management Practice Group. Mr. Stern will serve as the billing partner and will be responsible for staffing, billing, day-to-day management, and overall work coordination for the Engagement. Mr. Stern has extensive experience in the formation and structuring of private equity, infrastructure, and co-investment vehicles, and in the negotiation of fund documentation and side letters on behalf of institutional investors and sponsors.
Lead Associate: Theresa Kim, Associate, Funds & Asset Management Practice Group. Ms. Kim will serve as the lead associate on the matter and will be the primary day-to-day contact for Ironside's deal team. Ms. Kim will be responsible for the preparation of initial drafts of fund formation documents, coordination of the diligence process, management of the document production and review workflow, and regular communication with the Client regarding the status of the Engagement.
Working Associate: Owen Fischer, Associate, Funds & Asset Management Practice Group. Mr. Fischer will provide additional associate-level support as needed, including assistance with due diligence, regulatory analysis, document review, and drafting of ancillary transaction documents.
Tax Specialist: Sylvia Hartwell, Partner, Tax Practice Group. Ms. Hartwell will advise the Client on tax structuring, partnership tax matters, federal and state income tax issues, and state and local tax considerations relating to the Co-Investment Vehicle. Ms. Hartwell has deep expertise in the taxation of private investment funds and co-investment vehicles and will coordinate closely with the Funds & Asset Management team to ensure that the structure of the Co-Investment Vehicle is optimized from a tax perspective.
The Firm reserves the right to assign additional attorneys, paralegals, legal assistants, and other professional staff to the Engagement as the scope of work requires, in order to provide the Client with the most efficient and effective representation possible. The Firm will keep the Client informed of any significant changes in staffing, and the Firm will endeavor to maintain continuity of the core team throughout the Engagement.
3. Fees and Billing Arrangements
3.1 Hourly Rates
Fees for legal services rendered in connection with this Engagement will be charged on an hourly basis at the Firm's standard rates in effect at the time the services are rendered. The Firm's hourly rates are reviewed and adjusted annually, with adjustments typically taking effect on January 1 of each calendar year. The Firm will provide the Client with prior written notice of any rate adjustments. Current standard hourly rate ranges for the categories of professionals assigned to this matter are as follows:
The specific hourly rates applicable to the attorneys currently assigned to this matter are set forth below:
Rates for any additional attorneys, paralegals, or other professionals assigned to the Engagement will be communicated to the Client upon assignment and will be consistent with the Firm's standard rate schedule for professionals of comparable seniority and experience. The rates set forth above are subject to annual adjustment as described in this Section 3.1.
3.2 Disbursements and Expenses
In addition to professional fees, the Client will be responsible for reimbursement of all reasonable disbursements and out-of-pocket expenses incurred by the Firm in connection with the Engagement. Such disbursements and expenses may include, but are not limited to, the following:
(a) Filing fees payable to the Delaware Secretary of State, FERC, OPUC, CFIUS, or any other governmental authority in connection with filings made on behalf of the Client or the Co-Investment Vehicle;
(b) Travel expenses, including airfare, ground transportation, lodging, and meals, incurred in connection with the Engagement (travel expenses will be incurred in accordance with the Firm's standard travel policies and, to the extent practicable, will be pre-approved by the Client for any single trip expected to exceed $5,000);
(c) Overnight delivery, courier, and postage charges;
(d) Photocopying, printing, and document production costs;
(e) Online legal research charges (including Westlaw, Sundial Solutions, and other legal databases);
(f) Long-distance telephone and conference call charges; and
(g) Other third-party costs and vendor charges reasonably incurred in connection with the Engagement.
Third-party vendor costs, including without limitation the costs of filing agents, registered agent services, and any other vendors engaged by the Firm on behalf of the Client, will be passed through to the Client at the Firm's actual cost, without markup.
3.3 Billing Cycle and Payment Terms
Invoices for professional fees and disbursements will be rendered on a monthly basis, or at such other intervals as the Firm and the Client may agree in writing. Each invoice will contain a reasonably detailed description of the services rendered and the expenses incurred during the applicable billing period, organized by timekeeper and date of service.
Payment of each invoice is due within thirty (30) days of the date of the invoice. Payments should be made by wire transfer or check to the account specified on the invoice. The Firm reserves the right to charge interest at the rate of one percent (1.0%) per month (equivalent to twelve percent (12%) per annum) on any invoice or portion thereof that remains unpaid for more than sixty (60) days from the date of the invoice; provided, however, that no interest will accrue on any amount that is the subject of a good-faith billing dispute raised by the Client in writing within thirty (30) days of the Client's receipt of the applicable invoice. The Firm and the Client agree to work cooperatively and in good faith to resolve any billing disputes promptly.
3.4 Fee Estimates
The Firm does not provide fee caps, fixed-fee arrangements, or "not-to-exceed" budgets for this Engagement. The nature and complexity of fund formation and co-investment structuring matters, and the transactional and regulatory work associated with a transaction of this magnitude, make it impracticable to predict total legal fees with certainty at the outset of the Engagement.
However, the Firm is prepared to provide the Client with periodic, non-binding estimates of anticipated fees for specific phases of the work upon request. Such estimates will be based on the Firm's best assessment of the work required at the time of the estimate and will be subject to revision as the scope and complexity of the Engagement evolve. The Client acknowledges and agrees that actual fees will depend on, among other things, the scope and complexity of the matters as they develop, the extent and depth of the legal due diligence required, the pace and complexity of negotiations among the parties, the nature and timing of regulatory filings and approvals, and any dormancy, reactivation, or wind-down proceedings relating to the Co-Investment Vehicle that may arise during the term of the Engagement.
4. Client Identification and Conflicts
The Client for purposes of this Engagement is Ironside Capital Management LP, a Delaware limited partnership. The Firm's representation does not extend to any affiliated entities, funds (including any predecessor or successor funds managed or advised by Ironside), portfolio companies, general or limited partners, or individual officers, directors, members, managers, employees, or agents of Ironside, except as may be separately agreed in a written engagement letter or amendment to this engagement letter.
The Firm has conducted a conflicts check in accordance with its standard conflicts clearance procedures as of the date hereof and has determined that no conflict of interest exists that would prevent the Firm from undertaking this representation under applicable rules of professional conduct, including the New York Rules of Professional Conduct. The Firm's conflicts clearance memorandum (dated July 14, 2022) covers the following parties and their respective principals and affiliates identified to date: Ironside Capital Management LP; Meridian Infrastructure Partners LP; Meridian Infrastructure GP IV LLC; Meridian Infrastructure Partners Fund IV, LP; Cascadia Renewables Holdings, Inc.; Timberline Growth Equity Fund III, LP; and the Weir Family Trust. If additional parties or counterparties are identified during the course of the Engagement, the Firm will conduct supplemental conflicts checks as appropriate.
The Client acknowledges that Calderwood & Harkness LLP is a large, diversified law firm with hundreds of attorneys and numerous clients across a wide range of industries and practice areas. The Client understands and agrees that the Firm may currently represent, or may in the future represent, other entities, funds, or individuals whose interests may differ from or be adverse to those of Ironside in matters unrelated to this Engagement. The Firm does not, by reason of this Engagement, undertake any obligation to decline or withdraw from the representation of any other client in any matter not substantially related to this Engagement. The Firm will at all times comply with its ethical obligations and the applicable rules of professional conduct in managing any situations that may arise involving the concurrent representation of clients with differing interests.
5. Confidentiality
All information provided by the Client to the Firm in connection with this Engagement, including without limitation documents, financial data, business plans, investment strategies, investor information, term sheets, and communications of every kind and nature (collectively, "Confidential Information"), and all work product generated by the Firm in connection with this Engagement (including memoranda, draft documents, legal analyses, and advice), will be treated as confidential and will be protected to the fullest extent permitted by law, including pursuant to the attorney-client privilege, the work-product doctrine, and any other applicable privilege or protection.
The Firm will not disclose Confidential Information to any third party without the Client's prior written consent, except (a) as required by applicable law, court order, or legal process; (b) as required by the applicable rules of professional conduct; or (c) to the Firm's own partners, associates, paralegals, staff, and professional advisors who have a need to know such information in connection with the Engagement and who are bound by obligations of confidentiality.
The Client hereby authorizes the Firm to share Confidential Information as reasonably necessary with the following parties and their respective counsel, to the extent reasonably required in connection with the Transaction and the formation and operation of the Co-Investment Vehicle:
(a) Breckenridge Sloane & Pratt LLP, as counsel to Meridian Infrastructure Partners LP, Meridian Infrastructure GP IV LLC, and Fund IV;
(b) Ridgeway, Ashford & Malone PC, as counsel to Cascadia Renewables Holdings, Inc.;
(c) Garvey Lennox LLP, as counsel to Timberline Growth Equity Fund III, LP;
(d) Rivermark Capital Markets Inc., as placement agent for the Co-Investment Vehicle; and
(e) Other transaction parties, co-investors, lenders, insurers, accountants, and professional advisors, to the extent reasonably required in connection with the Transaction.
Such sharing of information shall be subject to any applicable confidentiality agreements, non-disclosure agreements, or common-interest agreements that may be in effect among the parties. The Firm will use reasonable efforts to ensure that any Confidential Information shared pursuant to this authorization is subject to appropriate confidentiality protections.
6. Document Retention
The Firm will maintain all files, documents, and records relating to this Engagement (whether in physical or electronic form) in accordance with the Firm's standard document retention policies as in effect from time to time. Upon the conclusion of the Engagement, whether by completion of the matters described herein, termination pursuant to Section 7, or otherwise, the Firm will retain files relating to the Engagement for a period of not less than seven (7) years from the date of conclusion of the Engagement. Following the expiration of such seven-year period, the Firm may, in its discretion, destroy or dispose of such files without further notice to the Client, unless the Client has, prior to the expiration of such period, made a written request for the return of the files.
The Client may request the return of original documents, including but not limited to executed agreements, certificates, corporate records, and other original instruments, at any time during or after the Engagement. The Firm will comply with any such request within a reasonable period of time, and the Client will bear any reasonable costs associated with the retrieval, copying, and delivery of such documents.
The Firm may retain copies (including electronic copies) of all documents in the Client's files for the Firm's own records and for compliance with applicable legal and professional obligations, notwithstanding the return of original documents to the Client.
7. Termination
Either the Client or the Firm may terminate this Engagement at any time upon written notice to the other party. The Client's right to terminate is absolute. The Firm's right to terminate is subject to the Firm's obligations under applicable rules of professional conduct, including the obligation to provide reasonable notice to the Client and to take steps to the extent reasonably practicable to protect the Client's interests (including the avoidance of prejudice to the Client) in connection with any such termination.
Upon termination of the Engagement by either party, the Client will remain responsible for the payment of all professional fees and expenses incurred by the Firm through the date of termination, in accordance with the billing and payment terms set forth in Section 3 of this engagement letter. The Firm will render a final invoice promptly following the effective date of termination, and payment of such final invoice will be due in accordance with the payment terms set forth herein.
Upon termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by the Client, if applicable, including by making available to successor counsel all files, documents, and work product relating to the Engagement (subject to payment of all outstanding fees and expenses) and by providing such reasonable assistance as successor counsel may request to facilitate a seamless transition.
The provisions of this engagement letter relating to payment of fees and expenses (Section 3), confidentiality (Section 5), document retention (Section 6), and governing law (Section 8) shall survive the termination of the Engagement.
8. Governing Law
This engagement letter, and the relationship between the Firm and the Client arising hereunder, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the resolution of any disputes arising out of or relating to this engagement letter or the Engagement.
9. Acknowledgment and Acceptance
We are delighted to have the opportunity to represent Ironside Capital Management LP in connection with this important co-investment opportunity and look forward to a productive working relationship. If the terms set forth in this engagement letter are acceptable to you, please confirm your agreement by countersigning and returning a copy of this letter to the undersigned at Calderwood & Harkness LLP, 125 Broad Street, 44th Floor, New York, New York 10004, or by email to Pamela Cross (pcross@calderwoodharkness.com) and Nicholas Stern (nstern@calderwoodharkness.com). Your countersignature will constitute your acknowledgment and acceptance of the terms and conditions of this engagement letter.
If you have any questions regarding the terms of this letter, or if you would like to discuss any aspect of the Engagement, please do not hesitate to contact either of us directly. We are available at your convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Pamela Cross Partner, Funds & Asset Management Practice Group Telephone: (212) 558-4112
Email: pcross@calderwoodharkness.com
By: ________
Nicholas Stern Partner, Funds & Asset Management Practice Group Telephone: (212) 558-4247
Email: nstern@calderwoodharkness.com
ACKNOWLEDGED AND AGREED:
IRONSIDE CAPITAL MANAGEMENT LP
By: ________
Name: Marcus J. Calloway
Title: Founder & Chief Investment Officer
Date: ________
Enclosures:
1.  Calderwood & Harkness LLP — Standard Terms of Engagement (incorporated herein by reference)
2.  Calderwood & Harkness LLP — Privacy Notice
Professional Category | Hourly Rate Range
Partners | $1,450 – $1,850
Senior Associates | $950 – $1,250
Associates | $725 – $950
Paralegals / Legal Assistants | $375 – $475
Attorney | Role | Current Hourly Rate
Pamela Cross | Responsible Partner | $1,800
Nicholas Stern | Billing Partner | $1,750
Sylvia Hartwell | Tax Specialist (Partner) | $1,650
Theresa Kim | Lead Associate | $1,100
Owen Fischer | Working Associate | $850

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

IRONSIDE CAPITAL MANAGEMENT LP

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