1023-00001 · Ironside Capital Management LP · Formation

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

ANTI-MONEY LAUNDERING / KNOW YOUR CUSTOMER CERTIFICATION

Prepared for: ICM Cascadia Co-Invest, LP EIN: 88-3921457

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

C&H Matter Number: 1023-00001

July 28, 2022

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I. PURPOSE AND SCOPE

This Anti-Money Laundering / Know Your Customer Certification (this "Certification") has been prepared by Calderwood & Harkness LLP ("C&H" or "Counsel") in connection with the formation and initial closing of ICM Cascadia Co-Invest, LP, a Delaware limited partnership (DE SOS File Number 7439218) (the "Co-Investment Vehicle" or the "Vehicle"), formed on July 22, 2022. The Co-Investment Vehicle has been organized for the purpose of co-investing alongside Meridian Infrastructure Partners Fund IV, LP ("Meridian Fund IV") in the acquisition of one hundred percent (100%) of the outstanding equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation ("Cascadia Renewables" or the "Target"), pursuant to the terms and conditions set forth in the Agreement and Plan of Merger dated as of July 15, 2022, by and among Meridian Fund IV, the Co-Investment Vehicle, Cascadia Renewables, and Project Horizon Merger Sub, Inc. (the "Merger Agreement").

This Certification confirms the Co-Investment Vehicle's compliance with all applicable anti-money laundering ("AML") laws and regulations, including, without limitation, the Bank Secrecy Act of 1970, as amended ("BSA"), Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended (the "USA PATRIOT Act"), and all related rules, regulations, and guidance promulgated by the Financial Crimes Enforcement Network ("FinCEN") of the United States Department of the Treasury (the "Treasury Department"). This Certification further confirms compliance with all applicable requirements imposed by the Office of Foreign Assets Control ("OFAC") of the Treasury Department, including the prohibition on transactions with Specially Designated Nationals and blocked Persons and all other applicable sanctions programs administered by OFAC.

In addition, this Certification addresses Know Your Customer ("KYC") requirements and confirms beneficial ownership information for the sole limited partner of the Co-Investment Vehicle, Ironside Capital Management LP ("Ironside" or the "Limited Partner"), in accordance with the FinCEN Customer Due Diligence Requirements for Financial Institutions (the "CDD Rule"), codified at 31 C.F.R. § 1010.230, and all related regulatory guidance. The identification and verification procedures described herein have been conducted in accordance with the customer identification program ("CIP") requirements set forth in Section 326 of the USA PATRIOT Act and the implementing regulations promulgated thereunder.

This Certification is intended for use by the following parties in connection with the formation, initial closing, account opening, capital-call processing, and ongoing administration of the Co-Investment Vehicle:

(a) Meridian Infrastructure GP IV LLC, the general partner of the Co-Investment Vehicle (the "General Partner");

(b) Rivermark Capital Markets Inc., the placement agent engaged in connection with the solicitation and placement of Ironside's commitment to the Co-Investment Vehicle (the "Placement Agent");

(c) Atlas National Bank, N.A., the banking institution at which the Co-Investment Vehicle's operating and escrow accounts will be maintained (the "Banking Institution"); and

(d) Such other parties as may reasonably require this Certification in connection with the lawful administration of the Co-Investment Vehicle and the consummation of the acquisition of Cascadia Renewables.

This Certification is furnished as of July 28, 2022 and is based upon information and documentation collected, reviewed, and verified by C&H through that date. C&H has relied upon representations made by authorized representatives of Ironside, the General Partner, and the Placement Agent, and upon documentation independently obtained from public registries, regulatory databases, and third-party screening services, as more fully described herein and in the Supporting Documentation Checklist attached hereto as Exhibit A. Except as otherwise expressly noted, C&H has not undertaken an independent investigation of the factual matters set forth in this Certification beyond the reasonable verification procedures described below.

II. IDENTIFICATION OF THE CO-INVESTMENT VEHICLE

A. Entity Information

The following information identifies the Co-Investment Vehicle that is the subject of this Certification:

The Co-Investment Vehicle was formed in accordance with the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. A copy of the Certificate of Limited Partnership, as filed with the Delaware Secretary of State on July 22, 2022, has been reviewed by C&H and is included in the supporting documentation index attached hereto as Exhibit A. The Co-Investment Vehicle's Agreement of Limited Partnership, dated as of July 22, 2022, by and between the General Partner and the Limited Partner (the "LPA"), establishes the governance structure, capital contribution obligations, distribution mechanics, and other terms applicable to the Vehicle.

The Co-Investment Vehicle is a single-purpose entity formed solely for the purpose of participating in the acquisition of Cascadia Renewables alongside Meridian Fund IV. The Vehicle is not expected to have any employees, nor will it conduct any business activities other than (i) making a co-investment in Cascadia Renewables, (ii) holding its interest in Cascadia Renewables during the anticipated investment period, (iii) receiving distributions and other payments in respect of such investment, and (iv) engaging in activities that are reasonably incidental to the foregoing, including, without limitation, entering into financing arrangements, hedging agreements, and other ancillary agreements as may be necessary or desirable in connection with the co-investment.

B. General Partner

The following information identifies the general partner of the Co-Investment Vehicle:

Meridian Infrastructure GP IV LLC serves as the general partner of both Meridian Fund IV and the Co-Investment Vehicle. The General Partner is managed by a three-member management committee consisting of the following individuals:

(i) David R. Hargreaves, Managing Partner — Mr. Hargreaves serves as the Managing Partner of Meridian Infrastructure Partners and chairs the management committee of the General Partner. Mr. Hargreaves has primary responsibility for the overall strategic direction of Meridian's infrastructure investment platform.

(ii) Lillian Fong, Partner, Portfolio — Ms. Fong serves as a Partner on Meridian's infrastructure team with primary responsibility for portfolio management and value creation. Ms. Fong serves as a member of the management committee of the General Partner and participates in all material investment and disposition decisions.

(iii) Graham Whitfield, Partner, Operations — Mr. Whitfield serves as a Partner on Meridian's infrastructure team with primary responsibility for fund operations, compliance, and investor relations. Mr. Whitfield serves as a member of the management committee of the General Partner and oversees the operational infrastructure supporting Meridian Fund IV and all related co-investment vehicles.

The General Partner holds a 0.01% general partner interest in the Co-Investment Vehicle, representing a capital commitment of $30,000. In its capacity as general partner, Meridian Infrastructure GP IV LLC has full power and authority to manage and control the business, affairs, and operations of the Co-Investment Vehicle, subject to the limitations set forth in the LPA.

C. Limited Partner

The following information identifies the sole limited partner of the Co-Investment Vehicle:

Ironside Capital Management LP is the sole limited partner of the Co-Investment Vehicle. Ironside's capital commitment of $299,970,000 represents 99.99% of the total committed capital of the Vehicle. Capital contributions by the Limited Partner will be funded in response to capital calls issued by the General Partner in accordance with the terms of the LPA, and will be applied to the payment of the acquisition consideration for Cascadia Renewables, transaction expenses, and other costs and expenses of the Vehicle as contemplated by the LPA and the Merger Agreement. A detailed description of Ironside's organizational structure, beneficial ownership, and AML compliance program is set forth in Sections III and IV of this Certification.

III. BENEFICIAL OWNERSHIP INFORMATION — IRONSIDE CAPITAL MANAGEMENT LP

A. Entity Overview

Ironside Capital Management LP is a New York-based alternative asset management firm founded in 2009 by Marcus J. Calloway. Ironside is a registered investment adviser with the United States Securities and Exchange Commission ("SEC") pursuant to the Investment Advisers Act of 1940, as amended, and files periodic reports with the SEC on Form ADV. C&H has reviewed Ironside's most recent annual amendment to Form ADV, Part 1A, which was filed with the SEC on March 30, 2022, and Form ADV, Part 2A (the "Brochure"), which was last updated on March 30, 2022.

As of the date of this Certification, Ironside manages approximately $14.8 billion in regulatory assets under management across its three principal investment strategies: (i) equity long/short, (ii) credit, and (iii) infrastructure. The infrastructure strategy was launched in 2019 under the leadership of Senior Managing Director Renata Obasi and currently manages approximately $3.2 billion in infrastructure-related assets across three dedicated vehicles, including allocations to renewable energy, transportation, digital infrastructure, and essential services infrastructure in North America and Western Europe.

The infrastructure investment team is led by Ms. Obasi and comprises approximately twenty-two investment professionals, including portfolio managers, analysts, and operations specialists. The co-investment in Cascadia Renewables represents Ironside's single largest individual infrastructure commitment to date and was approved by Ironside's Investment Committee, chaired by Mr. Calloway, on July 8, 2022.

Ironside maintains its principal office at 590 Madison Avenue, 38th Floor, New York, NY 10022, and also maintains offices in Boston, Massachusetts; San Francisco, California; and London, United Kingdom. For purposes of this Certification, all references to Ironside's operations, compliance programs, and beneficial ownership relate to the U.S.-domiciled entities within the Ironside organizational structure.

B. Control Persons / Beneficial Owners

Pursuant to the FinCEN Beneficial Ownership Rule, codified at 31 C.F.R. § 1010.230, C&H has identified each individual who, directly or indirectly, (i) owns twenty-five percent (25%) or more of the equity interests of Ironside Capital Management LP, or (ii) exercises significant managerial control over Ironside Capital Management LP. The following individuals have been identified as beneficial owners and/or control persons of the Limited Partner:

Individual #1: Marcus J. Calloway

Mr. Calloway founded Ironside Capital Management LP in 2009 and has served as its Chief Investment Officer continuously since that date. As CIO and founder, Mr. Calloway has ultimate authority over all investment decisions made by Ironside, including the decision to commit $300,000,000 (inclusive of the General Partner's commitment) to the Co-Investment Vehicle. Mr. Calloway chairs Ironside's Investment Committee and serves as the controlling person of Ironside's general partner entity. Mr. Calloway is a U.S. citizen and resident. His government-issued identification has been reviewed and verified by C&H, and a copy is maintained on file with C&H in accordance with applicable recordkeeping requirements.

Individual #2: Renata Obasi

Ms. Obasi serves as Senior Managing Director and head of Ironside's infrastructure investment strategy. In that capacity, Ms. Obasi has day-to-day oversight of all infrastructure investments, including the co-investment in Cascadia Renewables. Ms. Obasi is an authorized signatory for Ironside with respect to co-investment matters and has been designated by Mr. Calloway and Ironside's Investment Committee as the primary contact and authorized representative in connection with the formation and operation of the Co-Investment Vehicle. Ms. Obasi exercises significant managerial control over Ironside's infrastructure activities and, accordingly, has been identified as a control person for purposes of the FinCEN Beneficial Ownership Rule. Ms. Obasi is a U.S. citizen and resident. Her government-issued identification has been reviewed and verified by C&H, and a copy is maintained on file with C&H.

C&H notes that, based on its review of Ironside's organizational documents and representations provided by Ironside's Chief Compliance Officer, no individual other than Mr. Calloway holds twenty-five percent (25%) or more of the equity interests of Ironside Capital Management LP. While Ms. Obasi holds an equity interest in Ironside, such interest is below the twenty-five percent (25%) threshold. Ms. Obasi is identified herein solely on the basis of her exercise of significant managerial control over the entity.

C. Organizational Structure

C&H has reviewed the organizational structure of Ironside Capital Management LP for purposes of tracing beneficial ownership in accordance with the FinCEN Beneficial Ownership Rule and related guidance. The following summarizes the material elements of Ironside's organizational structure relevant to this Certification:

Ironside Capital Management LP is a Delaware limited partnership formed under the Delaware Revised Uniform Limited Partnership Act. The general partner of Ironside Capital Management LP is Ironside Capital Management GP LLC, a Delaware limited liability company (the "Ironside GP"). The Ironside GP is wholly controlled by Mr. Calloway, who serves as its sole managing member. Through his control of the Ironside GP, Mr. Calloway exercises ultimate managerial authority over Ironside Capital Management LP, including the authority to approve investment decisions, hire and terminate key personnel, enter into material contracts, and determine the strategic direction of the firm.

The limited partners of Ironside Capital Management LP consist of current and former senior professionals of the firm, none of whom individually holds twenty-five percent (25%) or more of the equity interests of Ironside Capital Management LP. The limited partners participate in the profits and losses of the firm in accordance with the terms of Ironside's limited partnership agreement but do not exercise managerial control over the entity.

Based on the information reviewed by C&H, including Ironside's organizational documents, Form ADV filings, and representations made by Ironside's Chief Compliance Officer:

(i) No foreign government, foreign governmental agency, or foreign political subdivision holds, directly or indirectly, a controlling interest in Ironside Capital Management LP or any entity in the Ironside organizational structure;

(ii) No foreign person (as defined in 31 C.F.R. Part 800) holds, directly or indirectly, a controlling interest in Ironside Capital Management LP or any entity in the Ironside organizational structure; and

(iii) Ironside's investor base, across all of its investment strategies and vehicles, does not include any persons or entities organized in, resident in, or operating from jurisdictions that are the subject of comprehensive U.S. sanctions administered by OFAC (currently, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine, as well as any other jurisdiction designated by OFAC from time to time).

IV. AML PROGRAM CERTIFICATION

A. Ironside's AML Compliance Program

C&H has reviewed a summary of Ironside Capital Management LP's AML compliance program, as provided by Ironside's Chief Compliance Officer, Sandra M. Leung. Based on that review, C&H confirms that Ironside Capital Management LP maintains a comprehensive AML compliance program in accordance with applicable federal law, SEC guidance, and industry best practices. While investment advisers registered solely with the SEC are not currently subject to the BSA's AML program requirements applicable to broker-dealers and other financial institutions, Ironside has voluntarily adopted and implemented an AML compliance program consistent with the standards applicable to such institutions, reflecting Ironside's commitment to maintaining robust anti-money laundering controls across its operations.

Ironside's AML compliance program includes the following core components:

(i) Written AML Policies and Procedures. Ironside maintains comprehensive written AML policies and procedures that address, among other matters, customer identification and verification, suspicious activity monitoring and reporting, sanctions compliance, recordkeeping and record retention, and escalation procedures for potential AML concerns. These policies and procedures are reviewed and updated at least annually by Ironside's Chief Compliance Officer in consultation with outside counsel.

(ii) Designation of an AML Compliance Officer. Ironside has designated Sandra M. Leung, Chief Compliance Officer, as its AML Compliance Officer. Ms. Leung is responsible for the day-to-day administration of Ironside's AML compliance program, including the oversight of customer due diligence procedures, sanctions screening, suspicious activity monitoring, and regulatory reporting. Ms. Leung reports directly to Mr. Calloway and to Ironside's Board of Advisors on AML compliance matters.

(iii) Ongoing Employee Training Program. Ironside conducts mandatory AML compliance training for all employees on an annual basis. Training sessions cover, among other topics, the identification of red flags associated with money laundering and terrorist financing, sanctions compliance obligations, and employee reporting obligations. New employees receive AML training as part of their onboarding process. Training records are maintained by the compliance department.

(iv) Independent Testing of the AML Program. Ironside engages a qualified independent third party to conduct an annual review and testing of its AML compliance program. The most recent independent review was completed in March 2022 and identified no material deficiencies in Ironside's AML controls.

(v) Customer Identification Program (CIP). Ironside maintains a customer identification program for its own investors, requiring the collection, verification, and retention of identifying information for each investor, including name, date of birth (for individuals), address, and identification number. Ironside's CIP procedures are designed to enable the firm to form a reasonable belief as to the true identity of each investor.

(vi) Suspicious Activity Monitoring and Reporting. Ironside has established procedures for the monitoring of transactions and activities for indicators of suspicious activity. In the event that suspicious activity is identified, Ironside's procedures provide for the escalation of such activity to the AML Compliance Officer and, where appropriate, the filing of Suspicious Activity Reports ("SARs") with FinCEN.

(vii) Recordkeeping and Record Retention. Ironside maintains records related to its AML compliance program, including customer identification records, transaction records, and SAR filings, in accordance with the recordkeeping and record-retention requirements of the BSA and applicable SEC guidance. Records are retained for a minimum of five years from the date of account closure or the date of the last transaction, whichever is later.

B. OFAC Screening

C&H has conducted comprehensive OFAC screening in connection with the formation and initial closing of the Co-Investment Vehicle. The screening was performed on July 27, 2022, using the OFAC search tools maintained by the Treasury Department and supplemented by C&H's proprietary compliance screening platform.

The following entities and individuals were screened against the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List (the "SSI List"), the Foreign Sanctions Evaders List, the Non-SDN Palestinian Legislative Council List, and the Consolidated Sanctions List (collectively, the "OFAC Lists"):

Entities Screened:

• Ironside Capital Management LP

• ICM Cascadia Co-Invest, LP

• Meridian Infrastructure GP IV LLC

Individuals Screened:

• Marcus J. Calloway (Founder & CIO, Ironside Capital Management LP)

• Renata Obasi (Senior Managing Director, Infrastructure, Ironside Capital Management LP)

• David R. Hargreaves (Managing Partner, Meridian Infrastructure GP IV LLC)

• Lillian Fong (Partner, Portfolio, Meridian Infrastructure GP IV LLC)

• Graham Whitfield (Partner, Operations, Meridian Infrastructure GP IV LLC)

Screening Date: July 27, 2022

Result: No matches were identified for any of the entities or individuals screened against any of the OFAC Lists. No potential matches requiring further review or enhanced due diligence were identified. A detailed summary of the OFAC screening results is attached hereto as Exhibit B.

C. Source of Funds

C&H has reviewed the anticipated source of funds to be contributed to the Co-Investment Vehicle by the Limited Partner. Based on representations provided by Ironside and information reviewed by C&H, the capital to be contributed to ICM Cascadia Co-Invest, LP will be drawn from Ironside Capital Management LP's infrastructure investment strategy funds. Specifically, the capital will be sourced from investment pools managed by Ironside as part of its infrastructure investment platform, the assets of which are derived from lawful investment management activities conducted in the ordinary course of Ironside's business.

Ironside has represented and confirmed that:

(i) All funds to be contributed to the Co-Investment Vehicle are derived from lawful sources and lawful investment management activities;

(ii) No funds to be contributed to the Co-Investment Vehicle will be sourced, directly or indirectly, from jurisdictions that are the subject of comprehensive U.S. sanctions administered by OFAC; and

(iii) Ironside has conducted its own internal due diligence on the source of funds to be contributed to the Co-Investment Vehicle and has identified no AML or sanctions compliance concerns.

The anticipated initial capital call is $22,500,000, representing 7.5% of the Limited Partner's total capital commitment of $299,970,000. This initial capital call is expected to be issued by the General Partner on or about July 29, 2022, in connection with the initial closing of the Co-Investment Vehicle. The proceeds of the initial capital call will be applied as follows:

The remaining capital commitments will be drawn down by the General Partner in subsequent capital calls as necessary to fund the acquisition consideration for Cascadia Renewables and other expenses of the Co-Investment Vehicle, in accordance with the terms of the LPA and the Merger Agreement.

V. USA PATRIOT ACT CERTIFICATION

Ironside Capital Management LP hereby certifies, through its authorized signatory, that all information provided in this Certification is true, correct, and complete in all material respects as of the date hereof. Ironside acknowledges that this information is being provided pursuant to Section 326 of the USA PATRIOT Act (31 U.S.C. § 5318(l)) and the implementing regulations promulgated thereunder, including, without limitation, the customer identification program requirements set forth at 31 C.F.R. § 1020.220, and the beneficial ownership requirements set forth at 31 C.F.R. § 1010.230.

In connection with the foregoing, Ironside Capital Management LP further certifies that it is not:

(a) A "shell company" as defined in applicable regulations, including Rule 405 under the Securities Act of 1933, as amended, or any FinCEN guidance interpreting the term "shell company" for purposes of the BSA and related regulations. Ironside is an operating investment management business with substantial assets under management, a dedicated professional staff, and physical office locations in New York, Boston, San Francisco, and London;

(b) Organized or operating in any jurisdiction designated as non-cooperative by the Financial Action Task Force on Money Laundering ("FATF"), as set forth in FATF's most recent publications identifying jurisdictions with strategic AML/CFT deficiencies. As of the date of this Certification, Ironside is organized under the laws of the State of Delaware, maintains its principal office in New York, New York, and conducts its business exclusively in jurisdictions that are not designated as non-cooperative by FATF; and

(c) Subject to any pending or concluded enforcement action, civil money penalty, cease-and-desist order, or other regulatory or judicial proceeding brought by FinCEN, OFAC, the SEC, the U.S. Department of Justice, or any other U.S. federal, state, or local regulatory or law enforcement authority relating to money laundering, terrorist financing, sanctions violations, or any other violation of AML laws or regulations. Neither Ironside nor any of its officers, directors, partners, or beneficial owners has been the subject of any such action or proceeding.

VI. PLACEMENT AGENT COMPLIANCE

C&H has reviewed the engagement of Rivermark Capital Markets Inc. (the "Placement Agent") in connection with the placement of Ironside's commitment in the Co-Investment Vehicle. The following information summarizes the terms of the Placement Agent's engagement and confirms compliance with applicable regulatory requirements:

Rivermark Capital Markets Inc. is a registered broker-dealer and a member of the Financial Industry Regulatory Authority ("FINRA"). As a registered broker-dealer, Rivermark is subject to its own AML compliance obligations pursuant to the BSA, the USA PATRIOT Act, and applicable FINRA rules, including FINRA Rule 3310 (Anti-Money Laundering Compliance Program). C&H has confirmed Rivermark's broker-dealer registration status through a review of publicly available FINRA BrokerCheck records and has obtained a copy of Rivermark's CRD number for the file.

Ironside has represented, and C&H has no reason to believe otherwise, that no improper payments, gifts, gratuities, or inducements of any kind were made, offered, promised, or authorized by Ironside, Rivermark, or any of their respective affiliates, officers, directors, employees, or agents in connection with the placement of Ironside's commitment in the Co-Investment Vehicle. The placement-agent fee payable to Rivermark represents a commercially reasonable arm's-length fee for placement services rendered and is consistent with market terms for comparable co-investment transactions.

The engagement of Rivermark has been disclosed to the General Partner and to the Limited Partner in accordance with the disclosure requirements set forth in the LPA and the side letter agreement between the General Partner and the Limited Partner dated as of July 22, 2022.

VII. REPRESENTATIONS AND WARRANTIES

In connection with this Certification and the formation and initial closing of the Co-Investment Vehicle, Ironside Capital Management LP, through its authorized signatory, hereby represents and warrants as follows:

1. Organization and Good Standing. Ironside Capital Management LP is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Ironside has all necessary organizational power and authority to conduct its business as presently conducted and to own, lease, and operate its properties and assets.

2. Power and Authority. Ironside Capital Management LP has full power and authority to make the investment in ICM Cascadia Co-Invest, LP contemplated by the LPA, to execute and deliver this Certification and all related agreements and documents, and to perform its obligations hereunder and thereunder. The execution and delivery of this Certification and the making of the investment in the Co-Investment Vehicle have been duly authorized by all necessary partnership action on the part of Ironside.

3. Prohibited Person Status. Neither Ironside Capital Management LP nor any of its beneficial owners, officers, directors, partners, employees, or agents is a "Prohibited Person" under any applicable AML laws, executive orders, or regulations. For purposes of this representation, "Prohibited Person" means any person or entity (a) listed on the SDN List, the SSI List, or any other list of prohibited or restricted persons maintained by OFAC, FinCEN, or any other U.S. governmental authority; (b) operating in, organized under the laws of, or resident in a country or territory that is the subject of comprehensive U.S. sanctions; or (c) owned or controlled by, or acting on behalf of, any of the foregoing.

4. No Undisclosed Third Parties. Ironside Capital Management LP is not acting on behalf of, or as nominee or agent for, any undisclosed third party in connection with the co-investment in the Co-Investment Vehicle. The capital to be contributed by Ironside to the Co-Investment Vehicle will be Ironside's own funds, drawn from its infrastructure investment strategy, and will not include any funds contributed by or on behalf of any undisclosed third party.

5. Notification of Changes. Ironside Capital Management LP will promptly notify the General Partner and C&H of any change in the information provided herein, including, without limitation, any change in the identity of its beneficial owners or control persons, any change in its organizational structure that would affect the information set forth in this Certification, or any event or circumstance that would cause any of the representations and warranties set forth herein to be untrue or inaccurate in any material respect.

6. No Adverse History. Neither Ironside Capital Management LP nor any of its beneficial owners, officers, directors, or partners has been subject to any conviction, regulatory sanction, civil penalty, consent decree, administrative order, or other enforcement action relating to money laundering, terrorist financing, fraud, bribery, corruption, or any other financial crime, in any jurisdiction. Neither Ironside nor any of its beneficial owners is currently under investigation by any governmental or regulatory authority with respect to any of the foregoing matters.

7. Qualified Purchaser and Accredited Investor Status. Ironside Capital Management LP is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder, and is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. Ironside's status as a qualified purchaser and accredited investor has been confirmed by C&H through a review of Ironside's assets under management and other relevant financial information.

The representations and warranties set forth in this Section VII shall survive the execution and delivery of this Certification and shall remain in full force and effect during the term of the Co-Investment Vehicle.

VIII. CERTIFICATION BY AUTHORIZED SIGNATORY

The undersigned, in her capacity as an authorized representative of Ironside Capital Management LP, hereby certifies that the information provided in this Anti-Money Laundering / Know Your Customer Certification is true, accurate, and complete to the best of her knowledge and belief as of the date set forth below. The undersigned further certifies that she is duly authorized to execute this Certification on behalf of Ironside Capital Management LP and to make the representations and warranties set forth herein.

The undersigned acknowledges that this Certification is being provided for the benefit of the General Partner, the Placement Agent, the Banking Institution, and Counsel, and that such parties will rely upon the accuracy and completeness of the information contained herein in connection with the formation, initial closing, and ongoing administration of ICM Cascadia Co-Invest, LP.

IRONSIDE CAPITAL MANAGEMENT LP

By: ________

Name: Renata Obasi

Title: Senior Managing Director, Infrastructure

Date: July 28, 2022

IX. CERTIFICATION BY COUNSEL

The undersigned, in his capacity as an associate of Calderwood & Harkness LLP, hereby certifies that C&H has reviewed the information provided in this Anti-Money Laundering / Know Your Customer Certification, conducted reasonable verification procedures with respect to the information set forth herein, and prepared this Certification in connection with the formation and initial closing of ICM Cascadia Co-Invest, LP (C&H Matter No. 1023-00001).

C&H's verification procedures included, without limitation, (i) review of organizational documents and formation filings for the Co-Investment Vehicle and the Limited Partner; (ii) review of SEC filings and publicly available information relating to the Limited Partner; (iii) collection and verification of government-issued identification for identified beneficial owners and control persons; (iv) screening of all relevant entities and individuals against OFAC Lists and other applicable sanctions and watch lists; (v) review of a summary of the Limited Partner's AML compliance program; and (vi) consultation with the Limited Partner's Chief Compliance Officer and authorized representatives.

This Certification is based upon information and documentation available to C&H as of the date hereof. C&H has relied upon the representations made by the authorized representatives of Ironside Capital Management LP and Meridian Infrastructure GP IV LLC, and C&H has not undertaken an independent investigation of the factual matters set forth herein beyond the reasonable verification procedures described above. This Certification does not constitute a legal opinion and should not be construed as such.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Owen Fischer

Title: Associate, Funds & Asset Management

Date: July 28, 2022

Reviewed and Approved by:

________________________________________

Pamela Cross Responsible Partner, Funds & Asset Management Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004

Date: July 28, 2022

EXHIBIT A — SUPPORTING DOCUMENTATION CHECKLIST

The following documents were collected and reviewed by Calderwood & Harkness LLP in connection with the preparation of this Anti-Money Laundering / Know Your Customer Certification. Copies of all documents listed below are maintained on file with C&H under Matter No. 1023-00001.

All documents listed above have been reviewed by Owen Fischer, Working Associate, and Theresa Kim, Lead Associate, of Calderwood & Harkness LLP's Funds & Asset Management Practice. The sufficiency and completeness of the supporting documentation has been confirmed by Pamela Cross, Responsible Partner.

EXHIBIT B — OFAC SCREENING RESULTS SUMMARY

The following table summarizes the results of the OFAC screening conducted by Calderwood & Harkness LLP on July 27, 2022, in connection with the formation and initial closing of ICM Cascadia Co-Invest, LP.

Screening Date: July 27, 2022

Screening Performed By: Owen Fischer, Associate, Calderwood & Harkness LLP

Databases Checked:

• Specially Designated Nationals and blocked Persons List (SDN List)

• Sectoral Sanctions Identifications List (SSI List)

• Foreign Sanctions Evaders List (FSE List)

• Non-SDN Palestinian Legislative Council List (NS-PLC List)

• Consolidated Sanctions List (Non-SDN Lists)

Entities Screened.

Individuals Screened.

Summary of Results

No matches or potential matches were identified for any of the entities or individuals screened against any of the OFAC Lists referenced above. No further review, enhanced due diligence, or escalation is required based on the results of this screening.

C&H notes that OFAC screening reflects a point-in-time analysis as of the screening date. OFAC regularly updates its sanctions lists, and the General Partner and the Limited Partner should implement procedures for ongoing monitoring and re-screening as appropriate during the term of the Co-Investment Vehicle. C&H recommends that re-screening be conducted (i) prior to each capital call, (ii) upon any change in the beneficial ownership or control of the Limited Partner, and (iii) at least annually during the term of the Vehicle.

This Anti-Money Laundering / Know Your Customer Certification, including all exhibits hereto, constitutes privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in connection with C&H Matter No. 1023-00001. This Certification is intended solely for the use of the parties identified in Section I hereof and may not be disclosed to, or relied upon by, any other party without the prior written consent of Calderwood & Harkness LLP.

Prepared by:	Owen Fischer, Working Associate, Funds & Asset Management Practice
Reviewed by:	Theresa Kim, Lead Associate, Funds & Asset Management Practice
Approved by:	Pamela Cross, Responsible Partner, Funds & Asset Management Practice
Classification:	Privileged and Confidential — Attorney Work Product
Item	Detail
Full Legal Name	ICM Cascadia Co-Invest, LP
Entity Type	Delaware limited partnership
Date of Formation	July 22, 2022
Formation Document	Certificate of Limited Partnership filed with the Delaware Secretary of State
DE SOS File Number	7439218
Employer Identification Number (EIN)	88-3921457
Registered Agent	Cascade Systems, 160 Greentree Drive, Suite 101, Dover, DE 19904
Principal Office	c/o Ironside Capital Management LP, 590 Madison Avenue, 38th Floor, New York, NY 10022
Purpose	To co-invest alongside Meridian Infrastructure Partners Fund IV, LP in the acquisition of 100% of the outstanding equity of Cascadia Renewables Holdings, Inc.
Total Committed Capital	$300,000,000
Item	Detail
Full Legal Name	Meridian Infrastructure GP IV LLC
Entity Type	Delaware limited liability company
Principal Office	200 Clarendon Street, Suite 4200, Boston, MA 02116
Interest in Vehicle	0.01% general partner interest
Capital Commitment	$30,000
Item	Detail
Full Legal Name	Ironside Capital Management LP
Entity Type	Delaware limited partnership
Principal Office	590 Madison Avenue, 38th Floor, New York, NY 10022

Interest in Vehicle	99.99% limited partner interest
Capital Commitment	$299,970,000
Item	Detail
Full Legal Name	Marcus J. Calloway
Title	Founder & Chief Investment Officer
Role	Exercises significant managerial control; control person
Date of Birth	On file with C&H
Residential Address	On file with C&H
Identification Document	On file with C&H (U.S. passport or state-issued driver's license)
Item	Detail
Full Legal Name	Renata Obasi
Title	Senior Managing Director, Infrastructure
Role	Day-to-day oversight of infrastructure strategy; authorized signatory for co-investment matters
Date of Birth	On file with C&H
Residential Address	On file with C&H
Identification Document	On file with C&H (U.S. passport or state-issued driver's license)
Item	Amount
Organizational expenses	$285,000
Placement-agent fee to Rivermark Capital Markets Inc.	$1,050,000
Representations & warranties insurance premium deposit to Northgate Specialty Insurance Co.	$4,875,000
Due-diligence costs and deposits	$12,790,000
Working-capital reserve	$3,500,000
Total Initial Capital Call	$22,500,000
Item	Detail
Placement Agent	Rivermark Capital Markets Inc.

Address	745 Fifth Avenue, Suite 1400, New York, NY 10151
Registration Status	Registered broker-dealer (FINRA member; CRD No. confirmed on file)
Placement-Agent Fee	0.35% of committed capital
Fee Calculation	$300,000,000 × 0.35% = $1,050,000
Payment Timing	Payable at first close (anticipated July 29, 2022)
Fee Source	To be paid from proceeds of the initial capital call, as reflected in the capital call allocation table set forth in Section IV.C above
No.	Document	Date / Status
1	Certificate of Limited Partnership of ICM Cascadia Co-Invest, LP (filed with the Delaware Secretary of State)	Filed July 22, 2022; DE SOS File No. 7439218
2	IRS Form W-9 for Ironside Capital Management LP	Received July 25, 2022; reviewed and verified
3	SEC Form ADV for Ironside Capital Management LP (most recent annual amendment, Parts 1A and 2A)	Filed March 30, 2022; reviewed
4	Certificate of Limited Partnership for Ironside Capital Management LP (Delaware)	On file; confirmed active and in good standing
5	Certificate of Good Standing for Ironside Capital Management LP (Delaware Secretary of State)	Dated July 22, 2022; reviewed
6	Government-issued identification for Marcus J. Calloway	Copy on file with C&H; verified
7	Government-issued identification for Renata Obasi	Copy on file with C&H; verified
8	OFAC screening reports dated July 27, 2022 (covering Ironside Capital Management LP, ICM Cascadia Co-Invest, LP, Meridian Infrastructure GP IV LLC, Marcus J. Calloway, Renata Obasi, David R. Hargreaves, Lillian Fong, and Graham Whitfield)	Completed July 27, 2022; no matches identified
9	Ironside AML compliance program summary (provided by Sandra M. Leung, Chief Compliance Officer)	Received July 26, 2022; reviewed
10	Rivermark Capital Markets Inc. — broker-dealer registration confirmation and CRD number	Confirmed via FINRA BrokerCheck; CRD number on file
Entity	SDN List	SSI List	FSE List	NS-PLC List	Consolidated List	Result
Ironside Capital Management LP	No match	No match	No match	No match	No match	Clear
ICM Cascadia Co-Invest, LP	No match	No match	No match	No match	No match	Clear
Meridian Infrastructure GP IV LLC	No match	No match	No match	No match	No match	Clear
Individual	Role	SDN List	SSI List	FSE List	NS-PLC List	Consolidated List	Result
Marcus J. Calloway	Founder & CIO, Ironside	No match	No match	No match	No match	No match	Clear
Renata Obasi	SMD, Infrastructure, Ironside	No match	No match	No match	No match	No match	Clear
David R. Hargreaves	Managing Partner, Meridian GP IV	No match	No match	No match	No match	No match	Clear

Lillian Fong	Partner, Portfolio, Meridian GP IV	No match	No match	No match	No match	No match	Clear
Graham Whitfield	Partner, Operations, Meridian GP IV	No match	No match	No match	No match	No match	Clear

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
ANTI-MONEY LAUNDERING / KNOW YOUR CUSTOMER CERTIFICATION
Prepared for: ICM Cascadia Co-Invest, LP EIN: 88-3921457
Prepared by: Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004
C&H Matter Number: 1023-00001
July 28, 2022
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I. PURPOSE AND SCOPE
This Anti-Money Laundering / Know Your Customer Certification (this "Certification") has been prepared by Calderwood & Harkness LLP ("C&H" or "Counsel") in connection with the formation and initial closing of ICM Cascadia Co-Invest, LP, a Delaware limited partnership (DE SOS File Number 7439218) (the "Co-Investment Vehicle" or the "Vehicle"), formed on July 22, 2022. The Co-Investment Vehicle has been organized for the purpose of co-investing alongside Meridian Infrastructure Partners Fund IV, LP ("Meridian Fund IV") in the acquisition of one hundred percent (100%) of the outstanding equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation ("Cascadia Renewables" or the "Target"), pursuant to the terms and conditions set forth in the Agreement and Plan of Merger dated as of July 15, 2022, by and among Meridian Fund IV, the Co-Investment Vehicle, Cascadia Renewables, and Project Horizon Merger Sub, Inc. (the "Merger Agreement").
This Certification confirms the Co-Investment Vehicle's compliance with all applicable anti-money laundering ("AML") laws and regulations, including, without limitation, the Bank Secrecy Act of 1970, as amended ("BSA"), Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended (the "USA PATRIOT Act"), and all related rules, regulations, and guidance promulgated by the Financial Crimes Enforcement Network ("FinCEN") of the United States Department of the Treasury (the "Treasury Department"). This Certification further confirms compliance with all applicable requirements imposed by the Office of Foreign Assets Control ("OFAC") of the Treasury Department, including the prohibition on transactions with Specially Designated Nationals and blocked Persons and all other applicable sanctions programs administered by OFAC.
In addition, this Certification addresses Know Your Customer ("KYC") requirements and confirms beneficial ownership information for the sole limited partner of the Co-Investment Vehicle, Ironside Capital Management LP ("Ironside" or the "Limited Partner"), in accordance with the FinCEN Customer Due Diligence Requirements for Financial Institutions (the "CDD Rule"), codified at 31 C.F.R. § 1010.230, and all related regulatory guidance. The identification and verification procedures described herein have been conducted in accordance with the customer identification program ("CIP") requirements set forth in Section 326 of the USA PATRIOT Act and the implementing regulations promulgated thereunder.
This Certification is intended for use by the following parties in connection with the formation, initial closing, account opening, capital-call processing, and ongoing administration of the Co-Investment Vehicle:
(a) Meridian Infrastructure GP IV LLC, the general partner of the Co-Investment Vehicle (the "General Partner");
(b) Rivermark Capital Markets Inc., the placement agent engaged in connection with the solicitation and placement of Ironside's commitment to the Co-Investment Vehicle (the "Placement Agent");
(c) Atlas National Bank, N.A., the banking institution at which the Co-Investment Vehicle's operating and escrow accounts will be maintained (the "Banking Institution"); and
(d) Such other parties as may reasonably require this Certification in connection with the lawful administration of the Co-Investment Vehicle and the consummation of the acquisition of Cascadia Renewables.
This Certification is furnished as of July 28, 2022 and is based upon information and documentation collected, reviewed, and verified by C&H through that date. C&H has relied upon representations made by authorized representatives of Ironside, the General Partner, and the Placement Agent, and upon documentation independently obtained from public registries, regulatory databases, and third-party screening services, as more fully described herein and in the Supporting Documentation Checklist attached hereto as Exhibit A. Except as otherwise expressly noted, C&H has not undertaken an independent investigation of the factual matters set forth in this Certification beyond the reasonable verification procedures described below.
II. IDENTIFICATION OF THE CO-INVESTMENT VEHICLE
A. Entity Information
The following information identifies the Co-Investment Vehicle that is the subject of this Certification:
The Co-Investment Vehicle was formed in accordance with the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. A copy of the Certificate of Limited Partnership, as filed with the Delaware Secretary of State on July 22, 2022, has been reviewed by C&H and is included in the supporting documentation index attached hereto as Exhibit A. The Co-Investment Vehicle's Agreement of Limited Partnership, dated as of July 22, 2022, by and between the General Partner and the Limited Partner (the "LPA"), establishes the governance structure, capital contribution obligations, distribution mechanics, and other terms applicable to the Vehicle.
The Co-Investment Vehicle is a single-purpose entity formed solely for the purpose of participating in the acquisition of Cascadia Renewables alongside Meridian Fund IV. The Vehicle is not expected to have any employees, nor will it conduct any business activities other than (i) making a co-investment in Cascadia Renewables, (ii) holding its interest in Cascadia Renewables during the anticipated investment period, (iii) receiving distributions and other payments in respect of such investment, and (iv) engaging in activities that are reasonably incidental to the foregoing, including, without limitation, entering into financing arrangements, hedging agreements, and other ancillary agreements as may be necessary or desirable in connection with the co-investment.
B. General Partner
The following information identifies the general partner of the Co-Investment Vehicle:
Meridian Infrastructure GP IV LLC serves as the general partner of both Meridian Fund IV and the Co-Investment Vehicle. The General Partner is managed by a three-member management committee consisting of the following individuals:
(i) David R. Hargreaves, Managing Partner — Mr. Hargreaves serves as the Managing Partner of Meridian Infrastructure Partners and chairs the management committee of the General Partner. Mr. Hargreaves has primary responsibility for the overall strategic direction of Meridian's infrastructure investment platform.
(ii) Lillian Fong, Partner, Portfolio — Ms. Fong serves as a Partner on Meridian's infrastructure team with primary responsibility for portfolio management and value creation. Ms. Fong serves as a member of the management committee of the General Partner and participates in all material investment and disposition decisions.
(iii) Graham Whitfield, Partner, Operations — Mr. Whitfield serves as a Partner on Meridian's infrastructure team with primary responsibility for fund operations, compliance, and investor relations. Mr. Whitfield serves as a member of the management committee of the General Partner and oversees the operational infrastructure supporting Meridian Fund IV and all related co-investment vehicles.
The General Partner holds a 0.01% general partner interest in the Co-Investment Vehicle, representing a capital commitment of $30,000. In its capacity as general partner, Meridian Infrastructure GP IV LLC has full power and authority to manage and control the business, affairs, and operations of the Co-Investment Vehicle, subject to the limitations set forth in the LPA.
C. Limited Partner
The following information identifies the sole limited partner of the Co-Investment Vehicle:
Ironside Capital Management LP is the sole limited partner of the Co-Investment Vehicle. Ironside's capital commitment of $299,970,000 represents 99.99% of the total committed capital of the Vehicle. Capital contributions by the Limited Partner will be funded in response to capital calls issued by the General Partner in accordance with the terms of the LPA, and will be applied to the payment of the acquisition consideration for Cascadia Renewables, transaction expenses, and other costs and expenses of the Vehicle as contemplated by the LPA and the Merger Agreement. A detailed description of Ironside's organizational structure, beneficial ownership, and AML compliance program is set forth in Sections III and IV of this Certification.
III. BENEFICIAL OWNERSHIP INFORMATION — IRONSIDE CAPITAL MANAGEMENT LP
A. Entity Overview
Ironside Capital Management LP is a New York-based alternative asset management firm founded in 2009 by Marcus J. Calloway. Ironside is a registered investment adviser with the United States Securities and Exchange Commission ("SEC") pursuant to the Investment Advisers Act of 1940, as amended, and files periodic reports with the SEC on Form ADV. C&H has reviewed Ironside's most recent annual amendment to Form ADV, Part 1A, which was filed with the SEC on March 30, 2022, and Form ADV, Part 2A (the "Brochure"), which was last updated on March 30, 2022.
As of the date of this Certification, Ironside manages approximately $14.8 billion in regulatory assets under management across its three principal investment strategies: (i) equity long/short, (ii) credit, and (iii) infrastructure. The infrastructure strategy was launched in 2019 under the leadership of Senior Managing Director Renata Obasi and currently manages approximately $3.2 billion in infrastructure-related assets across three dedicated vehicles, including allocations to renewable energy, transportation, digital infrastructure, and essential services infrastructure in North America and Western Europe.
The infrastructure investment team is led by Ms. Obasi and comprises approximately twenty-two investment professionals, including portfolio managers, analysts, and operations specialists. The co-investment in Cascadia Renewables represents Ironside's single largest individual infrastructure commitment to date and was approved by Ironside's Investment Committee, chaired by Mr. Calloway, on July 8, 2022.
Ironside maintains its principal office at 590 Madison Avenue, 38th Floor, New York, NY 10022, and also maintains offices in Boston, Massachusetts; San Francisco, California; and London, United Kingdom. For purposes of this Certification, all references to Ironside's operations, compliance programs, and beneficial ownership relate to the U.S.-domiciled entities within the Ironside organizational structure.
B. Control Persons / Beneficial Owners
Pursuant to the FinCEN Beneficial Ownership Rule, codified at 31 C.F.R. § 1010.230, C&H has identified each individual who, directly or indirectly, (i) owns twenty-five percent (25%) or more of the equity interests of Ironside Capital Management LP, or (ii) exercises significant managerial control over Ironside Capital Management LP. The following individuals have been identified as beneficial owners and/or control persons of the Limited Partner:
Individual #1: Marcus J. Calloway
Mr. Calloway founded Ironside Capital Management LP in 2009 and has served as its Chief Investment Officer continuously since that date. As CIO and founder, Mr. Calloway has ultimate authority over all investment decisions made by Ironside, including the decision to commit $300,000,000 (inclusive of the General Partner's commitment) to the Co-Investment Vehicle. Mr. Calloway chairs Ironside's Investment Committee and serves as the controlling person of Ironside's general partner entity. Mr. Calloway is a U.S. citizen and resident. His government-issued identification has been reviewed and verified by C&H, and a copy is maintained on file with C&H in accordance with applicable recordkeeping requirements.
Individual #2: Renata Obasi
Ms. Obasi serves as Senior Managing Director and head of Ironside's infrastructure investment strategy. In that capacity, Ms. Obasi has day-to-day oversight of all infrastructure investments, including the co-investment in Cascadia Renewables. Ms. Obasi is an authorized signatory for Ironside with respect to co-investment matters and has been designated by Mr. Calloway and Ironside's Investment Committee as the primary contact and authorized representative in connection with the formation and operation of the Co-Investment Vehicle. Ms. Obasi exercises significant managerial control over Ironside's infrastructure activities and, accordingly, has been identified as a control person for purposes of the FinCEN Beneficial Ownership Rule. Ms. Obasi is a U.S. citizen and resident. Her government-issued identification has been reviewed and verified by C&H, and a copy is maintained on file with C&H.
C&H notes that, based on its review of Ironside's organizational documents and representations provided by Ironside's Chief Compliance Officer, no individual other than Mr. Calloway holds twenty-five percent (25%) or more of the equity interests of Ironside Capital Management LP. While Ms. Obasi holds an equity interest in Ironside, such interest is below the twenty-five percent (25%) threshold. Ms. Obasi is identified herein solely on the basis of her exercise of significant managerial control over the entity.
C. Organizational Structure
C&H has reviewed the organizational structure of Ironside Capital Management LP for purposes of tracing beneficial ownership in accordance with the FinCEN Beneficial Ownership Rule and related guidance. The following summarizes the material elements of Ironside's organizational structure relevant to this Certification:
Ironside Capital Management LP is a Delaware limited partnership formed under the Delaware Revised Uniform Limited Partnership Act. The general partner of Ironside Capital Management LP is Ironside Capital Management GP LLC, a Delaware limited liability company (the "Ironside GP"). The Ironside GP is wholly controlled by Mr. Calloway, who serves as its sole managing member. Through his control of the Ironside GP, Mr. Calloway exercises ultimate managerial authority over Ironside Capital Management LP, including the authority to approve investment decisions, hire and terminate key personnel, enter into material contracts, and determine the strategic direction of the firm.
The limited partners of Ironside Capital Management LP consist of current and former senior professionals of the firm, none of whom individually holds twenty-five percent (25%) or more of the equity interests of Ironside Capital Management LP. The limited partners participate in the profits and losses of the firm in accordance with the terms of Ironside's limited partnership agreement but do not exercise managerial control over the entity.
Based on the information reviewed by C&H, including Ironside's organizational documents, Form ADV filings, and representations made by Ironside's Chief Compliance Officer:
(i) No foreign government, foreign governmental agency, or foreign political subdivision holds, directly or indirectly, a controlling interest in Ironside Capital Management LP or any entity in the Ironside organizational structure;
(ii) No foreign person (as defined in 31 C.F.R. Part 800) holds, directly or indirectly, a controlling interest in Ironside Capital Management LP or any entity in the Ironside organizational structure; and
(iii) Ironside's investor base, across all of its investment strategies and vehicles, does not include any persons or entities organized in, resident in, or operating from jurisdictions that are the subject of comprehensive U.S. sanctions administered by OFAC (currently, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine, as well as any other jurisdiction designated by OFAC from time to time).
IV. AML PROGRAM CERTIFICATION
A. Ironside's AML Compliance Program
C&H has reviewed a summary of Ironside Capital Management LP's AML compliance program, as provided by Ironside's Chief Compliance Officer, Sandra M. Leung. Based on that review, C&H confirms that Ironside Capital Management LP maintains a comprehensive AML compliance program in accordance with applicable federal law, SEC guidance, and industry best practices. While investment advisers registered solely with the SEC are not currently subject to the BSA's AML program requirements applicable to broker-dealers and other financial institutions, Ironside has voluntarily adopted and implemented an AML compliance program consistent with the standards applicable to such institutions, reflecting Ironside's commitment to maintaining robust anti-money laundering controls across its operations.
Ironside's AML compliance program includes the following core components:
(i) Written AML Policies and Procedures. Ironside maintains comprehensive written AML policies and procedures that address, among other matters, customer identification and verification, suspicious activity monitoring and reporting, sanctions compliance, recordkeeping and record retention, and escalation procedures for potential AML concerns. These policies and procedures are reviewed and updated at least annually by Ironside's Chief Compliance Officer in consultation with outside counsel.
(ii) Designation of an AML Compliance Officer. Ironside has designated Sandra M. Leung, Chief Compliance Officer, as its AML Compliance Officer. Ms. Leung is responsible for the day-to-day administration of Ironside's AML compliance program, including the oversight of customer due diligence procedures, sanctions screening, suspicious activity monitoring, and regulatory reporting. Ms. Leung reports directly to Mr. Calloway and to Ironside's Board of Advisors on AML compliance matters.
(iii) Ongoing Employee Training Program. Ironside conducts mandatory AML compliance training for all employees on an annual basis. Training sessions cover, among other topics, the identification of red flags associated with money laundering and terrorist financing, sanctions compliance obligations, and employee reporting obligations. New employees receive AML training as part of their onboarding process. Training records are maintained by the compliance department.
(iv) Independent Testing of the AML Program. Ironside engages a qualified independent third party to conduct an annual review and testing of its AML compliance program. The most recent independent review was completed in March 2022 and identified no material deficiencies in Ironside's AML controls.
(v) Customer Identification Program (CIP). Ironside maintains a customer identification program for its own investors, requiring the collection, verification, and retention of identifying information for each investor, including name, date of birth (for individuals), address, and identification number. Ironside's CIP procedures are designed to enable the firm to form a reasonable belief as to the true identity of each investor.
(vi) Suspicious Activity Monitoring and Reporting. Ironside has established procedures for the monitoring of transactions and activities for indicators of suspicious activity. In the event that suspicious activity is identified, Ironside's procedures provide for the escalation of such activity to the AML Compliance Officer and, where appropriate, the filing of Suspicious Activity Reports ("SARs") with FinCEN.
(vii) Recordkeeping and Record Retention. Ironside maintains records related to its AML compliance program, including customer identification records, transaction records, and SAR filings, in accordance with the recordkeeping and record-retention requirements of the BSA and applicable SEC guidance. Records are retained for a minimum of five years from the date of account closure or the date of the last transaction, whichever is later.
B. OFAC Screening
C&H has conducted comprehensive OFAC screening in connection with the formation and initial closing of the Co-Investment Vehicle. The screening was performed on July 27, 2022, using the OFAC search tools maintained by the Treasury Department and supplemented by C&H's proprietary compliance screening platform.
The following entities and individuals were screened against the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List (the "SSI List"), the Foreign Sanctions Evaders List, the Non-SDN Palestinian Legislative Council List, and the Consolidated Sanctions List (collectively, the "OFAC Lists"):
Entities Screened:
•  Ironside Capital Management LP
•  ICM Cascadia Co-Invest, LP
•  Meridian Infrastructure GP IV LLC
Individuals Screened:
•  Marcus J. Calloway (Founder & CIO, Ironside Capital Management LP)
•  Renata Obasi (Senior Managing Director, Infrastructure, Ironside Capital Management LP)
•  David R. Hargreaves (Managing Partner, Meridian Infrastructure GP IV LLC)
•  Lillian Fong (Partner, Portfolio, Meridian Infrastructure GP IV LLC)
•  Graham Whitfield (Partner, Operations, Meridian Infrastructure GP IV LLC)
Screening Date: July 27, 2022
Result: No matches were identified for any of the entities or individuals screened against any of the OFAC Lists. No potential matches requiring further review or enhanced due diligence were identified. A detailed summary of the OFAC screening results is attached hereto as Exhibit B.
C. Source of Funds
C&H has reviewed the anticipated source of funds to be contributed to the Co-Investment Vehicle by the Limited Partner. Based on representations provided by Ironside and information reviewed by C&H, the capital to be contributed to ICM Cascadia Co-Invest, LP will be drawn from Ironside Capital Management LP's infrastructure investment strategy funds. Specifically, the capital will be sourced from investment pools managed by Ironside as part of its infrastructure investment platform, the assets of which are derived from lawful investment management activities conducted in the ordinary course of Ironside's business.
Ironside has represented and confirmed that:
(i) All funds to be contributed to the Co-Investment Vehicle are derived from lawful sources and lawful investment management activities;
(ii) No funds to be contributed to the Co-Investment Vehicle will be sourced, directly or indirectly, from jurisdictions that are the subject of comprehensive U.S. sanctions administered by OFAC; and
(iii) Ironside has conducted its own internal due diligence on the source of funds to be contributed to the Co-Investment Vehicle and has identified no AML or sanctions compliance concerns.
The anticipated initial capital call is $22,500,000, representing 7.5% of the Limited Partner's total capital commitment of $299,970,000. This initial capital call is expected to be issued by the General Partner on or about July 29, 2022, in connection with the initial closing of the Co-Investment Vehicle. The proceeds of the initial capital call will be applied as follows:
The remaining capital commitments will be drawn down by the General Partner in subsequent capital calls as necessary to fund the acquisition consideration for Cascadia Renewables and other expenses of the Co-Investment Vehicle, in accordance with the terms of the LPA and the Merger Agreement.
V. USA PATRIOT ACT CERTIFICATION
Ironside Capital Management LP hereby certifies, through its authorized signatory, that all information provided in this Certification is true, correct, and complete in all material respects as of the date hereof. Ironside acknowledges that this information is being provided pursuant to Section 326 of the USA PATRIOT Act (31 U.S.C. § 5318(l)) and the implementing regulations promulgated thereunder, including, without limitation, the customer identification program requirements set forth at 31 C.F.R. § 1020.220, and the beneficial ownership requirements set forth at 31 C.F.R. § 1010.230.
In connection with the foregoing, Ironside Capital Management LP further certifies that it is not:
(a) A "shell company" as defined in applicable regulations, including Rule 405 under the Securities Act of 1933, as amended, or any FinCEN guidance interpreting the term "shell company" for purposes of the BSA and related regulations. Ironside is an operating investment management business with substantial assets under management, a dedicated professional staff, and physical office locations in New York, Boston, San Francisco, and London;
(b) Organized or operating in any jurisdiction designated as non-cooperative by the Financial Action Task Force on Money Laundering ("FATF"), as set forth in FATF's most recent publications identifying jurisdictions with strategic AML/CFT deficiencies. As of the date of this Certification, Ironside is organized under the laws of the State of Delaware, maintains its principal office in New York, New York, and conducts its business exclusively in jurisdictions that are not designated as non-cooperative by FATF; and
(c) Subject to any pending or concluded enforcement action, civil money penalty, cease-and-desist order, or other regulatory or judicial proceeding brought by FinCEN, OFAC, the SEC, the U.S. Department of Justice, or any other U.S. federal, state, or local regulatory or law enforcement authority relating to money laundering, terrorist financing, sanctions violations, or any other violation of AML laws or regulations. Neither Ironside nor any of its officers, directors, partners, or beneficial owners has been the subject of any such action or proceeding.
VI. PLACEMENT AGENT COMPLIANCE
C&H has reviewed the engagement of Rivermark Capital Markets Inc. (the "Placement Agent") in connection with the placement of Ironside's commitment in the Co-Investment Vehicle. The following information summarizes the terms of the Placement Agent's engagement and confirms compliance with applicable regulatory requirements:
Rivermark Capital Markets Inc. is a registered broker-dealer and a member of the Financial Industry Regulatory Authority ("FINRA"). As a registered broker-dealer, Rivermark is subject to its own AML compliance obligations pursuant to the BSA, the USA PATRIOT Act, and applicable FINRA rules, including FINRA Rule 3310 (Anti-Money Laundering Compliance Program). C&H has confirmed Rivermark's broker-dealer registration status through a review of publicly available FINRA BrokerCheck records and has obtained a copy of Rivermark's CRD number for the file.
Ironside has represented, and C&H has no reason to believe otherwise, that no improper payments, gifts, gratuities, or inducements of any kind were made, offered, promised, or authorized by Ironside, Rivermark, or any of their respective affiliates, officers, directors, employees, or agents in connection with the placement of Ironside's commitment in the Co-Investment Vehicle. The placement-agent fee payable to Rivermark represents a commercially reasonable arm's-length fee for placement services rendered and is consistent with market terms for comparable co-investment transactions.
The engagement of Rivermark has been disclosed to the General Partner and to the Limited Partner in accordance with the disclosure requirements set forth in the LPA and the side letter agreement between the General Partner and the Limited Partner dated as of July 22, 2022.
VII. REPRESENTATIONS AND WARRANTIES
In connection with this Certification and the formation and initial closing of the Co-Investment Vehicle, Ironside Capital Management LP, through its authorized signatory, hereby represents and warrants as follows:
1.  Organization and Good Standing. Ironside Capital Management LP is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Ironside has all necessary organizational power and authority to conduct its business as presently conducted and to own, lease, and operate its properties and assets.
2.  Power and Authority. Ironside Capital Management LP has full power and authority to make the investment in ICM Cascadia Co-Invest, LP contemplated by the LPA, to execute and deliver this Certification and all related agreements and documents, and to perform its obligations hereunder and thereunder. The execution and delivery of this Certification and the making of the investment in the Co-Investment Vehicle have been duly authorized by all necessary partnership action on the part of Ironside.
3.  Prohibited Person Status. Neither Ironside Capital Management LP nor any of its beneficial owners, officers, directors, partners, employees, or agents is a "Prohibited Person" under any applicable AML laws, executive orders, or regulations. For purposes of this representation, "Prohibited Person" means any person or entity (a) listed on the SDN List, the SSI List, or any other list of prohibited or restricted persons maintained by OFAC, FinCEN, or any other U.S. governmental authority; (b) operating in, organized under the laws of, or resident in a country or territory that is the subject of comprehensive U.S. sanctions; or (c) owned or controlled by, or acting on behalf of, any of the foregoing.
4.  No Undisclosed Third Parties. Ironside Capital Management LP is not acting on behalf of, or as nominee or agent for, any undisclosed third party in connection with the co-investment in the Co-Investment Vehicle. The capital to be contributed by Ironside to the Co-Investment Vehicle will be Ironside's own funds, drawn from its infrastructure investment strategy, and will not include any funds contributed by or on behalf of any undisclosed third party.
5.  Notification of Changes. Ironside Capital Management LP will promptly notify the General Partner and C&H of any change in the information provided herein, including, without limitation, any change in the identity of its beneficial owners or control persons, any change in its organizational structure that would affect the information set forth in this Certification, or any event or circumstance that would cause any of the representations and warranties set forth herein to be untrue or inaccurate in any material respect.
6.  No Adverse History. Neither Ironside Capital Management LP nor any of its beneficial owners, officers, directors, or partners has been subject to any conviction, regulatory sanction, civil penalty, consent decree, administrative order, or other enforcement action relating to money laundering, terrorist financing, fraud, bribery, corruption, or any other financial crime, in any jurisdiction. Neither Ironside nor any of its beneficial owners is currently under investigation by any governmental or regulatory authority with respect to any of the foregoing matters.
7.  Qualified Purchaser and Accredited Investor Status. Ironside Capital Management LP is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder, and is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. Ironside's status as a qualified purchaser and accredited investor has been confirmed by C&H through a review of Ironside's assets under management and other relevant financial information.
The representations and warranties set forth in this Section VII shall survive the execution and delivery of this Certification and shall remain in full force and effect during the term of the Co-Investment Vehicle.
VIII. CERTIFICATION BY AUTHORIZED SIGNATORY
The undersigned, in her capacity as an authorized representative of Ironside Capital Management LP, hereby certifies that the information provided in this Anti-Money Laundering / Know Your Customer Certification is true, accurate, and complete to the best of her knowledge and belief as of the date set forth below. The undersigned further certifies that she is duly authorized to execute this Certification on behalf of Ironside Capital Management LP and to make the representations and warranties set forth herein.
The undersigned acknowledges that this Certification is being provided for the benefit of the General Partner, the Placement Agent, the Banking Institution, and Counsel, and that such parties will rely upon the accuracy and completeness of the information contained herein in connection with the formation, initial closing, and ongoing administration of ICM Cascadia Co-Invest, LP.
IRONSIDE CAPITAL MANAGEMENT LP
By: ________
Name: Renata Obasi
Title: Senior Managing Director, Infrastructure
Date: July 28, 2022
IX. CERTIFICATION BY COUNSEL
The undersigned, in his capacity as an associate of Calderwood & Harkness LLP, hereby certifies that C&H has reviewed the information provided in this Anti-Money Laundering / Know Your Customer Certification, conducted reasonable verification procedures with respect to the information set forth herein, and prepared this Certification in connection with the formation and initial closing of ICM Cascadia Co-Invest, LP (C&H Matter No. 1023-00001).
C&H's verification procedures included, without limitation, (i) review of organizational documents and formation filings for the Co-Investment Vehicle and the Limited Partner; (ii) review of SEC filings and publicly available information relating to the Limited Partner; (iii) collection and verification of government-issued identification for identified beneficial owners and control persons; (iv) screening of all relevant entities and individuals against OFAC Lists and other applicable sanctions and watch lists; (v) review of a summary of the Limited Partner's AML compliance program; and (vi) consultation with the Limited Partner's Chief Compliance Officer and authorized representatives.
This Certification is based upon information and documentation available to C&H as of the date hereof. C&H has relied upon the representations made by the authorized representatives of Ironside Capital Management LP and Meridian Infrastructure GP IV LLC, and C&H has not undertaken an independent investigation of the factual matters set forth herein beyond the reasonable verification procedures described above. This Certification does not constitute a legal opinion and should not be construed as such.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Owen Fischer
Title: Associate, Funds & Asset Management
Date: July 28, 2022
Reviewed and Approved by:
________________________________________
Pamela Cross Responsible Partner, Funds & Asset Management Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004
Date: July 28, 2022
EXHIBIT A — SUPPORTING DOCUMENTATION CHECKLIST
The following documents were collected and reviewed by Calderwood & Harkness LLP in connection with the preparation of this Anti-Money Laundering / Know Your Customer Certification. Copies of all documents listed below are maintained on file with C&H under Matter No. 1023-00001.
All documents listed above have been reviewed by Owen Fischer, Working Associate, and Theresa Kim, Lead Associate, of Calderwood & Harkness LLP's Funds & Asset Management Practice. The sufficiency and completeness of the supporting documentation has been confirmed by Pamela Cross, Responsible Partner.
EXHIBIT B — OFAC SCREENING RESULTS SUMMARY
The following table summarizes the results of the OFAC screening conducted by Calderwood & Harkness LLP on July 27, 2022, in connection with the formation and initial closing of ICM Cascadia Co-Invest, LP.
Screening Date: July 27, 2022
Screening Performed By: Owen Fischer, Associate, Calderwood & Harkness LLP
Databases Checked:
•  Specially Designated Nationals and blocked Persons List (SDN List)
•  Sectoral Sanctions Identifications List (SSI List)
•  Foreign Sanctions Evaders List (FSE List)
•  Non-SDN Palestinian Legislative Council List (NS-PLC List)
•  Consolidated Sanctions List (Non-SDN Lists)
Entities Screened.  
Individuals Screened.  
Summary of Results
No matches or potential matches were identified for any of the entities or individuals screened against any of the OFAC Lists referenced above. No further review, enhanced due diligence, or escalation is required based on the results of this screening.
C&H notes that OFAC screening reflects a point-in-time analysis as of the screening date. OFAC regularly updates its sanctions lists, and the General Partner and the Limited Partner should implement procedures for ongoing monitoring and re-screening as appropriate during the term of the Co-Investment Vehicle. C&H recommends that re-screening be conducted (i) prior to each capital call, (ii) upon any change in the beneficial ownership or control of the Limited Partner, and (iii) at least annually during the term of the Vehicle.
This Anti-Money Laundering / Know Your Customer Certification, including all exhibits hereto, constitutes privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in connection with C&H Matter No. 1023-00001. This Certification is intended solely for the use of the parties identified in Section I hereof and may not be disclosed to, or relied upon by, any other party without the prior written consent of Calderwood & Harkness LLP.
Prepared by: | Owen Fischer, Working Associate, Funds & Asset Management Practice
Reviewed by: | Theresa Kim, Lead Associate, Funds & Asset Management Practice
Approved by: | Pamela Cross, Responsible Partner, Funds & Asset Management Practice
Classification: | Privileged and Confidential — Attorney Work Product
Item | Detail
Full Legal Name | ICM Cascadia Co-Invest, LP
Entity Type | Delaware limited partnership
Date of Formation | July 22, 2022
Formation Document | Certificate of Limited Partnership filed with the Delaware Secretary of State
DE SOS File Number | 7439218
Employer Identification Number (EIN) | 88-3921457
Registered Agent | Cascade Systems, 160 Greentree Drive, Suite 101, Dover, DE 19904
Principal Office | c/o Ironside Capital Management LP, 590 Madison Avenue, 38th Floor, New York, NY 10022
Purpose | To co-invest alongside Meridian Infrastructure Partners Fund IV, LP in the acquisition of 100% of the outstanding equity of Cascadia Renewables Holdings, Inc.
Total Committed Capital | $300,000,000
Item | Detail
Full Legal Name | Meridian Infrastructure GP IV LLC
Entity Type | Delaware limited liability company
Principal Office | 200 Clarendon Street, Suite 4200, Boston, MA 02116
Interest in Vehicle | 0.01% general partner interest
Capital Commitment | $30,000
Item | Detail
Full Legal Name | Ironside Capital Management LP
Entity Type | Delaware limited partnership
Principal Office | 590 Madison Avenue, 38th Floor, New York, NY 10022
Interest in Vehicle | 99.99% limited partner interest
Capital Commitment | $299,970,000
Item | Detail
Full Legal Name | Marcus J. Calloway
Title | Founder & Chief Investment Officer
Role | Exercises significant managerial control; control person
Date of Birth | On file with C&H
Residential Address | On file with C&H
Identification Document | On file with C&H (U.S. passport or state-issued driver's license)
Item | Detail
Full Legal Name | Renata Obasi
Title | Senior Managing Director, Infrastructure
Role | Day-to-day oversight of infrastructure strategy; authorized signatory for co-investment matters
Date of Birth | On file with C&H
Residential Address | On file with C&H
Identification Document | On file with C&H (U.S. passport or state-issued driver's license)
Item | Amount
Organizational expenses | $285,000
Placement-agent fee to Rivermark Capital Markets Inc. | $1,050,000
Representations & warranties insurance premium deposit to Northgate Specialty Insurance Co. | $4,875,000
Due-diligence costs and deposits | $12,790,000
Working-capital reserve | $3,500,000
Total Initial Capital Call | $22,500,000
Item | Detail
Placement Agent | Rivermark Capital Markets Inc.
Address | 745 Fifth Avenue, Suite 1400, New York, NY 10151
Registration Status | Registered broker-dealer (FINRA member; CRD No. confirmed on file)
Placement-Agent Fee | 0.35% of committed capital
Fee Calculation | $300,000,000 × 0.35% = $1,050,000
Payment Timing | Payable at first close (anticipated July 29, 2022)
Fee Source | To be paid from proceeds of the initial capital call, as reflected in the capital call allocation table set forth in Section IV.C above
No. | Document | Date / Status
1 | Certificate of Limited Partnership of ICM Cascadia Co-Invest, LP (filed with the Delaware Secretary of State) | Filed July 22, 2022; DE SOS File No. 7439218
2 | IRS Form W-9 for Ironside Capital Management LP | Received July 25, 2022; reviewed and verified
3 | SEC Form ADV for Ironside Capital Management LP (most recent annual amendment, Parts 1A and 2A) | Filed March 30, 2022; reviewed
4 | Certificate of Limited Partnership for Ironside Capital Management LP (Delaware) | On file; confirmed active and in good standing
5 | Certificate of Good Standing for Ironside Capital Management LP (Delaware Secretary of State) | Dated July 22, 2022; reviewed
6 | Government-issued identification for Marcus J. Calloway | Copy on file with C&H; verified
7 | Government-issued identification for Renata Obasi | Copy on file with C&H; verified
8 | OFAC screening reports dated July 27, 2022 (covering Ironside Capital Management LP, ICM Cascadia Co-Invest, LP, Meridian Infrastructure GP IV LLC, Marcus J. Calloway, Renata Obasi, David R. Hargreaves, Lillian Fong, and Graham Whitfield) | Completed July 27, 2022; no matches identified
9 | Ironside AML compliance program summary (provided by Sandra M. Leung, Chief Compliance Officer) | Received July 26, 2022; reviewed
10 | Rivermark Capital Markets Inc. — broker-dealer registration confirmation and CRD number | Confirmed via FINRA BrokerCheck; CRD number on file
Entity | SDN List | SSI List | FSE List | NS-PLC List | Consolidated List | Result
Ironside Capital Management LP | No match | No match | No match | No match | No match | Clear
ICM Cascadia Co-Invest, LP | No match | No match | No match | No match | No match | Clear
Meridian Infrastructure GP IV LLC | No match | No match | No match | No match | No match | Clear
Individual | Role | SDN List | SSI List | FSE List | NS-PLC List | Consolidated List | Result
Marcus J. Calloway | Founder & CIO, Ironside | No match | No match | No match | No match | No match | Clear
Renata Obasi | SMD, Infrastructure, Ironside | No match | No match | No match | No match | No match | Clear
David R. Hargreaves | Managing Partner, Meridian GP IV | No match | No match | No match | No match | No match | Clear
Lillian Fong | Partner, Portfolio, Meridian GP IV | No match | No match | No match | No match | No match | Clear
Graham Whitfield | Partner, Operations, Meridian GP IV | No match | No match | No match | No match | No match | Clear

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

ANTI-MONEY LAUNDERING / KNOW YOUR CUSTOMER CERTIFICATION

I. PURPOSE AND SCOPE

II. IDENTIFICATION OF THE CO-INVESTMENT VEHICLE

IV. AML PROGRAM CERTIFICATION

V. USA PATRIOT ACT CERTIFICATION

VI. PLACEMENT AGENT COMPLIANCE

VII. REPRESENTATIONS AND WARRANTIES

VIII. CERTIFICATION BY AUTHORIZED SIGNATORY

IRONSIDE CAPITAL MANAGEMENT LP

IX. CERTIFICATION BY COUNSEL

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts