1023-00001 · Ironside Capital Management LP · Formation

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PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

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

MEMORANDUM

From: Owen Fischer, Calderwood & Harkness LLP

To: Pamela Cross, Nicholas Stern, Theresa Kim — Calderwood & Harkness LLP

Date: July 18, 2022

Re: Review of Placement Agent Engagement Letter — Rivermark Capital Markets Inc. / ICM Cascadia Co-Invest, LP

Matter No.: 1023-00001

Client: Ironside Capital Management LP

I. Executive Summary

This memorandum summarizes Calderwood & Harkness LLP's ("C&H") review of the engagement letter dated June 30, 2022 (the "Engagement Letter") between Rivermark Capital Markets Inc. ("Rivermark"), a New York corporation with principal offices at 745 Fifth Avenue, Suite 1400, New York, NY 10151, and ICM Cascadia Co-Invest, LP (the "Vehicle" or the "Co-Invest"), a Delaware limited partnership, pursuant to which Rivermark will serve as the exclusive placement agent in connection with the Vehicle's capital raise. The capital raise is being conducted for the purpose of funding the co-investment alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV") in the acquisition of one hundred percent (100%) of the equity interests of Cascadia Renewables Holdings, Inc. ("Cascadia"), an Oregon corporation engaged in the ownership and operation of renewable energy and water infrastructure assets in the Pacific Northwest.

The Engagement Letter was provided to C&H for review on behalf of Ironside Capital Management LP ("Ironside"), the sole limited partner of the Vehicle and the entity that, together with the Vehicle, bears the placement-agent fee under the terms of the co-investment arrangement with Meridian Infrastructure Partners LP ("Meridian").

Following a thorough review of the Engagement Letter, our principal findings and observations are as follows:

• Fee: The placement-agent fee of 0.35% of committed capital ($1,050,000) falls within the market range for co-investment placements in the infrastructure sector and is reasonable given the size and single-investor nature of the raise. No renegotiation of the fee rate is recommended, although certain clarifications regarding fee payment timing and scope should be added to the Engagement Letter.

• Tail Provision: The 24-month tail period is longer than the market standard for single-investor co-investment placements and requires negotiation to narrow both its duration and its scope. We recommend reducing the tail period to 12 months and adding a specific carve-out for Ironside and its affiliates, given that Ironside was not introduced to the transaction by Rivermark.

• Indemnification: The indemnification provisions in the Engagement Letter are broad and warrant modification. In particular, the standard of care should be supplemented, the trigger for indemnification should be narrowed, an indemnification cap should be negotiated, and a sunset period for survival of the indemnification obligations should be added.

• Regulatory Compliance: The Engagement Letter contains limited representations from Rivermark regarding regulatory compliance. We recommend enhancing these representations to include specific covenants and representations regarding anti-money laundering compliance, the Foreign Corrupt Practices Act, OFAC sanctions, pay-to-play restrictions, and the engagement of sub-placement agents.

Detailed recommendations for Ironside are provided in Sections VI and VII below, with a consolidated summary of all recommendations set forth in Section VIII.

II. Background and Transaction Context

Ironside Capital Management LP ("Ironside") is a Delaware limited partnership headquartered at 590 Madison Avenue, 38th Floor, New York, NY 10022. Ironside is a registered investment adviser under the Investment Advisers Act of 1940 and manages approximately $14.8 billion in assets under management across private equity, real assets, and infrastructure strategies. Ironside's primary contacts for this matter are Marcus J. Calloway, Founder and Chief Investment Officer, and Renata Obasi, Senior Managing Director, Infrastructure.

Ironside is committing $300,000,000 to the Vehicle as its sole limited partner, holding a 99.99% limited partnership interest (representing a $299,970,000 LP commitment). Meridian Infrastructure GP IV LLC, a Delaware limited liability company and an affiliate of Meridian Infrastructure Partners LP ("Meridian"), serves as the general partner of the Vehicle, holding a 0.01% general partnership interest (representing a $30,000 commitment). Meridian is a leading infrastructure-focused private equity sponsor with offices in New York and San Francisco.

The Vehicle was organized as a single-purpose co-investment vehicle to invest alongside Fund IV — Meridian's flagship infrastructure fund (a $6.2 billion infrastructure fund, vintage 2021) — in the acquisition of 100% of the outstanding equity of Cascadia Renewables Holdings, Inc. ("Cascadia"). Cascadia is an Oregon corporation that owns and operates a diversified portfolio of renewable energy and water infrastructure assets across the Pacific Northwest, consisting of fourteen (14) hydroelectric facilities, six (6) wind farms, and three (3) water-treatment concessions located in Oregon, Washington, and Idaho. Cascadia is currently owned by a consortium of infrastructure investors and is being acquired through a negotiated transaction.

The aggregate enterprise value of the Cascadia acquisition is $1,950,000,000. The total equity required for the acquisition is $1,050,000,000, which is being funded as follows:

The balance of the enterprise value ($900,000,000) is expected to be funded through a combination of acquisition debt facilities and assumed project-level financing.

Rivermark was engaged by Meridian as placement agent to facilitate the co-investment raise for the Vehicle. While the engagement was initiated by Meridian, the Engagement Letter names the Vehicle as the contracting party, and the placement-agent fee is structured as an expense of the Vehicle. The Engagement Letter was provided to C&H for review on July 8, 2022, on behalf of Ironside, given that Ironside, as the sole limited partner of the Vehicle, ultimately bears the economic cost of the placement-agent fee through its capital contributions.

It is important to note that Ironside's relationship with Meridian pre-dates Rivermark's involvement in this transaction. Ironside has been a limited partner in multiple Meridian funds, including Fund II, Fund III, and Fund IV, and the co-investment opportunity in Cascadia was presented to Ironside directly by Meridian's deal team. Rivermark did not introduce Ironside to Meridian or to the Cascadia co-investment opportunity. This fact has significant implications for our analysis of the tail provision, as discussed in Section IV below.

III. Fee Structure Analysis

A. Placement-Agent Fee Calculation

The Engagement Letter provides for a placement-agent fee equal to 0.35% of the total committed capital to the Vehicle. Based on the Vehicle's total committed capital of $300,000,000, the placement-agent fee is calculated as follows:

$300,000,000 × 0.35% = $1,050,000

Pursuant to Section 3(a) of the Engagement Letter, the placement-agent fee is payable in full at the first close of the Vehicle, which is currently anticipated to occur on or about July 29, 2022. The fee is denominated in United States dollars and is payable by wire transfer to an account designated by Rivermark.

The Engagement Letter provides that the fee, once paid, is non-refundable. This is a standard provision in placement-agent agreements and reflects the general market practice that placement fees are earned upon closing regardless of the subsequent performance of the underlying investment or any post-closing events affecting the Vehicle.

B. Market Comparison

C&H has analyzed placement-agent fee benchmarks for co-investment vehicles in the infrastructure sector based on our experience with comparable transactions and publicly available industry data. The following observations are relevant to the assessment of the proposed fee rate:

• Typical Range: Placement-agent fees for co-investment vehicles in the infrastructure sector typically range from 0.20% to 0.50% of committed capital. The specific rate within this range depends on a number of factors, including the size of the capital raise, the number of investors involved, the complexity of the co-investment structure, the time horizon for the fundraise, and the placement agent's role in identifying and sourcing investors.

• Single-Investor Raises: For single-investor co-investment raises such as the Vehicle — where the placement agent's role is more administrative and facilitative than in a multi-investor fundraise — fees tend to cluster in the lower-to-middle portion of the range (0.20% to 0.35%). The 0.35% rate proposed in the Engagement Letter is at the upper end of this sub-range but remains within market norms.

• Size of Commitment: The $300,000,000 commitment size is substantial for a single-investor co-investment raise, which may exert downward pressure on the fee rate in certain market conditions. However, we note that the absolute dollar amount of the fee ($1,050,000) is not disproportionate to the scope of work involved and is consistent with fees observed in comparable transactions.

• Comparison with Fund IV Fundraise: While the specific placement-agent fee structure for Fund IV's main fund capital raise has not been disclosed to C&H, it is understood to be at a higher rate than the co-investment fee, reflecting the significantly greater complexity and effort involved in a multi-investor fundraise for a $6.2 billion flagship fund. The differential between the fund-level and co-investment-level fee rates is consistent with market practice.

• No Management Fee on Co-Investment: We note that the Side Letter between Ironside and Meridian GP IV LLC provides that no management fee is charged on Ironside's commitment to the Co-Invest. This is a significant economic benefit to Ironside and means that the one-time placement-agent fee of $1,050,000 represents the primary cost borne by the Vehicle at formation, other than organizational expenses. In this context, the 0.35% fee rate does not present a material economic concern.

C. Fee Allocation

The Engagement Letter provides that the placement-agent fee is an expense of the Vehicle, to be funded from initial capital call proceeds. This allocation is consistent with the provisions of the Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP (the "LP Agreement"), which permits organizational and formation expenses to be funded from capital calls under Section 4.01 thereof.

Based on our review of the Vehicle's anticipated initial capital call schedule, Capital Call #1 (anticipated to be issued on or about August 15, 2022, with a funding date approximately ten (10) business days thereafter) is expected to call $22,500,000 from Ironside. The anticipated use of proceeds for Capital Call #1 is summarized as follows:

The inclusion of the placement-agent fee as a specifically identified use of proceeds in the capital call notice is consistent with good governance practices and provides transparency to Ironside as the sole limited partner. We note that the LP Agreement requires that capital call notices specify the purpose for which capital is being called, and the placement-agent fee should be itemized as a distinct line item.

D. Recommendations on Fee

Based on our analysis, we have the following recommendations regarding the fee structure:

1. Fee Rate: The fee rate of 0.35% and the resulting fee amount of $1,050,000 are within market norms for co-investment placements in the infrastructure sector. No renegotiation of the fee rate is recommended at this time.

2. Payment Timing: We recommend confirming in the Engagement Letter that the fee is payable only upon a successful first close of the Vehicle and is not payable upon signing of the Engagement Letter or at any earlier date. The current language of Section 3(a) references payment "at the first close," but we recommend adding clarifying language to ensure there is no ambiguity regarding the triggering event.

3. Fee Cap: We recommend adding a provision expressly providing that no additional fees, success bonuses, closing bonuses, expense reimbursements, or other amounts are payable to Rivermark beyond the $1,050,000 placement-agent fee. The Engagement Letter as currently drafted does not include any such additional fee provisions, but adding affirmative "no additional fees" language will provide certainty and prevent any future claims by Rivermark for supplemental compensation.

IV. Tail Provision Analysis

A. Description of Tail Provision

Section 4 of the Engagement Letter contains a "tail" provision (the "Tail Provision") entitling Rivermark to its full placement-agent fee of $1,050,000 if, within twenty-four (24) months following the termination or expiration of the Engagement Letter (the "Tail Period"), the Vehicle closes with any investor that was introduced by Rivermark to the Vehicle or Meridian during the term of the engagement. The Tail Provision applies regardless of the reason for termination — whether by expiration of the term, termination for convenience by either party, or termination for cause — and is not limited by any materiality qualifier or threshold.

As drafted, the Tail Provision does not require Rivermark to deliver a written list of investors to whom the tail applies upon termination. The provision also does not define "introduced" with precision, leaving open the possibility that Rivermark could assert a broad interpretation of what constitutes an introduction.

B. Concerns

C&H has identified several concerns with the Tail Provision as currently drafted:

1. Duration: The 24-month Tail Period is longer than the market standard for single-investor co-investment placements. In our experience, a 12-month tail period is the prevailing market norm for placement-agent agreements in the co-investment context, particularly where the capital raise involves a single institutional investor. A 24-month tail is more commonly associated with multi-investor, multi-closing fund formations where the placement agent's efforts may result in investor interest that does not materialize until well after the initial closing period. That rationale does not apply here, where the Vehicle has a single closing with a single investor.

2. Ironside Pre-Existing Relationship: Ironside was not introduced to the Cascadia co-investment opportunity by Rivermark. Ironside's relationship with Meridian is longstanding and predates Rivermark's engagement, and the co-investment allocation was offered to Ironside directly by Meridian's deal team. Under the Tail Provision as currently drafted, however, it is unclear whether Rivermark could assert that Ironside was "introduced" to the Vehicle during the engagement period, particularly given the broad and undefined use of the term "introduced" in the Engagement Letter. While any such assertion would lack factual merit, the ambiguity in the current drafting creates an unnecessary risk.

3. Successor Vehicle Risk: There is a risk that, if the Vehicle is restructured, wound down, and replaced by a successor vehicle within the Tail Period — for example, due to a change in the acquisition structure or a rebalancing of the co-investment allocation — Rivermark could assert a fee claim on the successor vehicle's capital commitments. Although such a scenario is unlikely, the Tail Provision as drafted does not contain any carve-outs for successor or replacement vehicles, and Rivermark could argue that any investor in a successor vehicle that was introduced to the original Vehicle during the engagement period triggers the tail fee.

4. Absence of Tail List: The Engagement Letter does not require Rivermark to deliver a written list of investors covered by the Tail Provision upon termination. This is a significant omission, as it leaves open the possibility of disputes regarding which investors were in fact introduced by Rivermark and are therefore subject to the tail. The absence of a defined tail list is a departure from best practices and should be corrected.

C. Recommendations

We recommend the following modifications to the Tail Provision:

1. Reduce Tail Period: Negotiate a reduction of the Tail Period from 24 months to 12 months. A 12-month tail period is consistent with market practice for co-investment placement-agent agreements and provides Rivermark with adequate protection of its fee interest in the event of a post-termination closing.

2. Ironside Carve-Out: Add a carve-out expressly providing that the Tail Provision does not apply to Ironside Capital Management LP or any of its affiliates, subsidiaries, managed accounts, or controlled entities. This carve-out is appropriate and necessary because Ironside was not introduced to the transaction by Rivermark, and Ironside's participation in the Vehicle is solely the result of its pre-existing relationship with Meridian.

3. Tail List Requirement: Add a requirement that, upon termination or expiration of the Engagement Letter, Rivermark deliver to the Vehicle a written list (the "Tail List") identifying all investors to whom the Tail Provision applies (i.e., investors specifically introduced by Rivermark during the engagement period). The Tail Provision should apply only to investors identified on the Tail List, and the Vehicle should have the right to object to the inclusion of any investor on the Tail List within a specified period (e.g., 15 business days).

4. Wind-Down/Dissolution Carve-Out: Add language confirming that the Tail Provision does not apply in a wind-down or dissolution scenario where no new capital commitments are made to the Vehicle or any successor vehicle. This carve-out is intended to prevent Rivermark from asserting a tail fee claim in circumstances where the Vehicle is dissolved and its assets are distributed or transferred without any new investor capital being raised.

V. Indemnification Provisions

A. Scope of Indemnification

Section 6 of the Engagement Letter requires the Vehicle (and, indirectly, Ironside as the sole limited partner) to indemnify Rivermark, its affiliates, and their respective directors, officers, employees, agents, and controlling persons (collectively, the "Indemnified Persons") against all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or in connection with the engagement, the Engagement Letter, or the services performed by Rivermark thereunder.

The indemnification obligation is subject to a single exception: losses to the extent resulting from the gross negligence or willful misconduct of the Indemnified Person seeking indemnification, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

The Engagement Letter further provides, in Section 6(b), a contribution clause stating that, if indemnification pursuant to Section 6(a) is judicially determined to be unavailable or insufficient, the Vehicle and Rivermark shall contribute to the aggregate amount of losses in proportion to the relative benefits received by each party from the engagement. The Engagement Letter defines "relative benefits" as the total economic value of the co-investment to the Vehicle (measured by reference to the committed capital of $300,000,000) relative to the fees received by Rivermark ($1,050,000).

The indemnification obligations of the Vehicle, including the contribution obligation, survive the termination or expiration of the Engagement Letter indefinitely, without any stated survival or sunset period.

B. Concerns

C&H has identified the following concerns with the indemnification provisions:

1. Standard of Care: While the gross negligence / willful misconduct carve-out is standard in placement-agent indemnification provisions, C&H believes it should be supplemented to also exclude losses arising from (a) bad faith on the part of the Indemnified Person and (b) material breach of the Engagement Letter by the Indemnified Person. The inclusion of bad faith and material breach as additional exceptions is consistent with prevailing market practice for indemnification provisions in engagement letters of this type and provides the Vehicle with additional protection against indemnification claims arising from Rivermark's own wrongful conduct.

2. Breadth of Trigger: The indemnification is triggered by losses "arising out of or in connection with" the engagement. The phrase "in connection with" is extremely broad and could encompass claims that are only tangentially related to Rivermark's specific placement activities — for example, claims arising from Rivermark's other business activities that happen to touch upon the Cascadia transaction or the parties involved. C&H recommends narrowing the trigger to "directly arising out of" Rivermark's performance of services under the Engagement Letter, which would confine the indemnification obligation to losses that have a direct causal nexus to Rivermark's placement activities.

3. Contribution Formula: The contribution clause based on "relative benefits received" is potentially problematic. Under the relative-benefits formula, the Vehicle's share of any contribution would be calculated based on the ratio of the Vehicle's committed capital ($300,000,000) to Rivermark's fees ($1,050,000), which yields a ratio of approximately 285.7 to 1. This formula could result in an allocation of losses that is grossly disproportionate to the Vehicle's actual culpability or involvement in the circumstances giving rise to the losses. A relative-fault standard, which allocates losses based on the respective parties' responsibility for the conduct giving rise to the losses, is more equitable and is the standard that C&H typically recommends for indemnification contribution provisions.

4. Survival Period: The indemnification obligations survive termination of the Engagement Letter indefinitely. This creates a perpetual contingent liability for the Vehicle and, by extension, for Ironside. C&H recommends negotiating a finite survival period. A period of three (3) years following the termination or expiration of the Engagement Letter is consistent with market practice and provides adequate time for any claims arising from the engagement to be identified and asserted.

5. Procedural Protections: The Engagement Letter does not include any procedural requirements governing indemnification claims. In particular, the Engagement Letter does not require the Indemnified Person to (a) provide prompt written notice of any claim for which indemnification is sought, (b) permit the Vehicle to participate in or control the defense of any such claim, or (c) refrain from settling any claim without the Vehicle's prior written consent. The absence of these standard procedural protections could result in the Vehicle being required to indemnify Rivermark for claims that were settled without the Vehicle's knowledge or consent and on terms that the Vehicle would not have agreed to.

C. Recommendations

We recommend the following modifications to the indemnification provisions:

1. Expand Exceptions: Add "bad faith" and "material breach of the Engagement Letter" to the exceptions from the indemnification obligation in Section 6(a), so that the Vehicle is not required to indemnify any Indemnified Person to the extent that losses are attributable to the gross negligence, willful misconduct, bad faith, or material breach of the Engagement Letter by such Indemnified Person.

2. Narrow Trigger: Revise the indemnification trigger from "arising out of or in connection with" to "directly arising out of" Rivermark's performance of services under the Engagement Letter. This modification would provide a clearer and narrower scope for the indemnification obligation while still providing Rivermark with meaningful protection against third-party claims arising from its placement activities.

3. Indemnification Cap: Negotiate a cap on the Vehicle's aggregate indemnification exposure. C&H recommends a cap equal to the amount of fees paid to Rivermark under the Engagement Letter (i.e., $1,050,000). A fees-paid cap is increasingly common in placement-agent engagement letters and is appropriate given the relatively limited scope of Rivermark's services and the single-closing nature of the engagement.

4. Survival/Sunset Period: Add a provision specifying that the indemnification obligations of the Vehicle survive for a period of three (3) years following the termination or expiration of the Engagement Letter, after which the indemnification obligations shall terminate and be of no further force or effect, except with respect to claims for which written notice has been delivered prior to the expiration of such three-year period.

5. Contribution Standard: Modify the contribution clause in Section 6(b) to provide for allocation of losses based on relative fault rather than relative benefit. Under a relative-fault standard, losses would be allocated based on the respective parties' responsibility for the conduct giving rise to the losses, taking into account the nature of each party's actions and omissions and the degree of each party's culpability. This approach is more equitable than the relative-benefits formula and is consistent with the principles underlying contribution obligations under applicable law.

6. Procedural Protections: Add the following procedural requirements to the indemnification provisions:

(a) Prompt Notice. Rivermark (or any Indemnified Person) shall provide the Vehicle with prompt written notice of any claim, action, proceeding, or investigation for which indemnification is or may be sought. Failure to provide prompt notice shall not relieve the Vehicle of its indemnification obligations except to the extent that the Vehicle is materially prejudiced by such failure.

(b) Defense Control. The Vehicle shall have the right, at its option and expense, to assume and control the defense of any claim for which indemnification is sought, including the right to select counsel, provided that such counsel is reasonably acceptable to the Indemnified Person. The Indemnified Person shall have the right to participate in the defense at its own expense with counsel of its own choosing.

(c) Settlement Consent. No Indemnified Person shall settle, compromise, or consent to the entry of any judgment with respect to any claim for which indemnification is sought without the prior written consent of the Vehicle, which consent shall not be unreasonably withheld, conditioned, or delayed.

VI. Regulatory Compliance Analysis

A. Rivermark's Regulatory Status

Section 2 of the Engagement Letter contains a representation by Rivermark that it is (i) organized as a corporation under the laws of the State of New York, (ii) registered as a broker-dealer with the United States Securities and Exchange Commission (the "SEC") pursuant to Section 15(a) of the Securities Exchange Act of 1934, as amended, and (iii) a member in good standing of the Financial Industry Regulatory Authority ("FINRA").

C&H has not independently verified these representations as of the date of this memorandum. We recommend that, prior to execution of the Engagement Letter, Ironside's compliance team independently verify Rivermark's broker-dealer registration and FINRA membership status. Verification can be accomplished through the following means:

(i) FINRA BrokerCheck (https://brokercheck.finra.org) — to confirm Rivermark's registration status, CRD number, and any disciplinary history or regulatory actions;

(ii) SEC EDGAR (https://www.sec.gov/cgi-bin/browse-edgar) — to review Rivermark's Form BD filing and confirm active registration as a broker-dealer; and

(iii) FINRA Gateway — to review any reported customer complaints, arbitrations, or regulatory events.

The Engagement Letter does not include any disclosures of regulatory actions, proceedings, sanctions, or investigations involving Rivermark or any of its officers, directors, or associated persons. C&H recommends that the Engagement Letter be amended to include an affirmative representation by Rivermark that it is not subject to any pending or threatened regulatory action, sanction, investigation, or proceeding by the SEC, FINRA, any state securities regulatory authority, or any other governmental or self-regulatory organization, and that no such action, sanction, investigation, or proceeding has been resolved adversely to Rivermark within the preceding five (5) years. Such a representation would provide an additional layer of due diligence protection for the Vehicle and Ironside.

B. Anti-Corruption and AML Representations

The Engagement Letter contains a general representation by Rivermark, in Section 7(c), that its activities under the Engagement Letter will be conducted in compliance with "all applicable laws, rules, and regulations." While this general compliance representation is a standard inclusion, it lacks the specificity that is increasingly expected in placement-agent engagement letters, particularly in the current regulatory environment.

C&H recommends that the Engagement Letter be amended to include the following specific representations and covenants from Rivermark:

(i) Anti-Money Laundering. Rivermark represents and warrants that it maintains and will continue to maintain an anti-money laundering program that is in compliance with the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the USA PATRIOT Act (Pub. L. 107-56), and all applicable regulations promulgated thereunder, including the customer identification program requirements of 31 C.F.R. § 1023.220. Rivermark further represents that it has conducted, and will conduct, all required customer due diligence and enhanced due diligence procedures with respect to any investor introduced by Rivermark to the Vehicle.

(ii) Foreign Corrupt Practices Act. Rivermark represents and warrants that it has not, and covenants that it will not, in connection with the engagement, directly or indirectly, make, offer, authorize, or promise any payment, gift, or thing of value to any government official, political party, or candidate for political office, or to any other person, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.) (the "FCPA"), or any other applicable anti-corruption or anti-bribery law or regulation.

(iii) OFAC Sanctions. Rivermark represents and warrants that neither it, nor any of its directors, officers, employees, or affiliates, is a person or entity that is (a) the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty's Treasury (collectively, "Sanctions"), or (b) located, organized, or resident in any country or territory that is the subject of comprehensive Sanctions (including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine). Rivermark covenants that it will not, in connection with the engagement, engage in any transaction or conduct that would cause any party to be in violation of applicable Sanctions.

(iv) Sub-Placement Agents. Rivermark represents and warrants that it has not engaged, and covenants that it will not engage, any sub-placement agent, finder, solicitor, or other intermediary in connection with the engagement without the prior written consent of the Vehicle and Ironside.

C. Pay-to-Play / Placement Agent Disclosure Rules

Given Ironside's status as an SEC-registered investment adviser, C&H notes that SEC Rule 206(4)-5 under the Investment Advisers Act of 1940 (the "Pay-to-Play Rule") and related pay-to-play rules may be applicable to the engagement of Rivermark as a placement agent.

Under the Pay-to-Play Rule, an investment adviser is prohibited from receiving compensation for providing advisory services to a government entity for two years after the adviser or certain of its covered associates make a political contribution to an official of such government entity. In addition, Rule 206(4)-5(a)(2) prohibits investment advisers from compensating third parties (including placement agents) for soliciting government entities unless the third party is itself a registered investment adviser or broker-dealer and is subject to its own pay-to-play restrictions.

While the Vehicle has a single institutional limited partner (Ironside itself) and does not currently have any public pension fund, sovereign wealth fund, or other government entity investors, C&H nevertheless recommends including a standard representation from Rivermark regarding pay-to-play compliance. This representation serves two purposes: (a) it provides a contractual basis for seeking recourse against Rivermark in the event that Rivermark's conduct creates pay-to-play issues for Ironside or the Vehicle, and (b) it signals to Rivermark that Ironside takes pay-to-play compliance seriously, consistent with its obligations as a registered investment adviser.

Specifically, C&H recommends adding the following representations to the Engagement Letter:

(i) Rivermark represents and warrants that it has not made, and covenants that it will not make, any political contribution, gift, entertainment expenditure, or other payment that would trigger pay-to-play restrictions under Rule 206(4)-5 under the Investment Advisers Act of 1940, or under any analogous state or local law or regulation, in a manner that could adversely affect the Vehicle, Ironside, or Meridian.

(ii) Rivermark represents and warrants that it will comply with all applicable state and local placement-agent registration and disclosure requirements, including any requirements applicable to the solicitation of investments from state or local government pension funds or other government entities.

D. Sub-Placement Agents

The Engagement Letter is silent on whether Rivermark may engage sub-placement agents, sub-contractors, finders, or other intermediaries in connection with the engagement. This omission is a significant gap in the Engagement Letter, as the engagement of sub-placement agents introduces additional regulatory, compliance, and liability risks.

C&H recommends adding a clear prohibition on the engagement of sub-placement agents without the prior written consent of both the Vehicle and Ironside. If sub-placement agents are permitted with such consent in any particular case, the Engagement Letter should require that:

(a) any sub-placement agent be registered as a broker-dealer with the SEC and be a member in good standing of FINRA (or, if operating outside the United States, be duly licensed and registered under all applicable foreign regulatory regimes);

(b) any sub-placement agent be subject to the same regulatory compliance obligations, representations, and covenants set forth in the Engagement Letter, including with respect to anti-money laundering, FCPA, OFAC, and pay-to-play compliance;

(c) Rivermark remain fully responsible and liable for the acts, omissions, and conduct of any sub-placement agent as if such acts, omissions, and conduct were those of Rivermark itself; and

(d) Rivermark bear the cost of all fees and compensation payable to any sub-placement agent, with no additional fees being charged to or borne by the Vehicle or Ironside.

VII. Other Provisions and Observations

A. Exclusivity

Section 1(b) of the Engagement Letter grants Rivermark exclusive placement-agent rights for the Vehicle's capital raise. During the term of the Engagement Letter, neither the Vehicle nor Meridian may engage any other placement agent, broker-dealer, finder, or solicitor in connection with the raise of capital for the Vehicle.

Given that Ironside is the sole limited partner of the Vehicle and the capital raise is effectively complete upon Ironside's commitment, exclusivity is not a material commercial concern. However, C&H recommends that the exclusivity provision be expressly limited to the specific co-investment in Cascadia and should not be drafted in a manner that could be interpreted as extending to any future co-investment opportunities between Ironside and Meridian. The current language of Section 1(b) refers to "the capital raise for the Vehicle," which is sufficiently specific, but C&H recommends adding clarifying language to confirm that the exclusivity does not apply to any other fund, vehicle, or co-investment arrangement involving Ironside, Meridian, or their respective affiliates.

B. Term and Termination

Section 5 of the Engagement Letter provides that the term of the engagement commences on the date of execution and continues for a period of twelve (12) months, with automatic renewal for successive six (6)-month periods unless either party provides at least thirty (30) days' prior written notice of non-renewal before the end of the then-current term.

While the term and automatic renewal provisions are not unusual in the context of multi-investor fundraises, they are not well-suited to the single-investor, single-close nature of the Vehicle's capital raise. Once the first close occurs and the placement-agent fee is paid, the substantive purpose of the Engagement Letter will have been fulfilled, and the ongoing term will be relevant primarily to the Tail Provision and the survival of indemnification obligations.

C&H recommends modifying the termination provisions to allow the Vehicle to terminate the Engagement Letter for convenience upon ten (10) days' prior written notice at any time, without penalty, subject to (a) the payment of any fee that has been earned by Rivermark pursuant to Section 3 (i.e., the $1,050,000 placement-agent fee, if the first close has occurred), and (b) the application of the Tail Provision as modified in accordance with our recommendations in Section IV.C above.

C. Confidentiality

Section 8 of the Engagement Letter contains standard mutual confidentiality provisions requiring each party to maintain the confidentiality of information received from the other party in connection with the engagement. Confidential information is broadly defined to include all non-public information regarding the Vehicle, the Cascadia acquisition, the parties, and the terms of the Engagement Letter itself.

C&H has the following recommendations regarding the confidentiality provisions:

1. Survival: The confidentiality provisions should expressly survive the termination or expiration of the Engagement Letter for a period of at least three (3) years, or for such longer period as may be required to be consistent with the confidentiality provisions in the LP Agreement of ICM Cascadia Co-Invest, LP and the Side Letter between Ironside and Meridian GP IV LLC. C&H recommends reviewing these cross-referenced documents to ensure consistency of confidentiality terms across the transaction documentation.

2. Name-Use Restriction: C&H recommends adding a specific prohibition on Rivermark using the name, logo, trademark, or investment details of the Vehicle, Ironside, Meridian, or Cascadia in any marketing materials, pitch books, tombstone advertisements, case studies, press releases, or similar communications without the prior written consent of the Vehicle and Ironside. This restriction is important to protect Ironside's confidentiality expectations and to prevent Rivermark from publicly disclosing Ironside's participation in the co-investment without authorization.

D. Governing Law and Dispute Resolution

Section 9 of the Engagement Letter provides that it shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. Section 10 provides that any dispute arising out of or relating to the Engagement Letter shall be resolved by binding arbitration administered by JAMS in New York, New York, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect.

C&H has no objection to the selection of New York law as the governing law. New York is the principal place of business of both Rivermark and C&H, and New York law is the standard governing law for placement-agent agreements in the institutional investment management industry.

C&H also has no objection to the arbitration provision, which is consistent with market standard for placement-agent agreements. Arbitration offers the advantages of confidentiality, speed, and finality relative to traditional litigation. However, C&H recommends confirming that the arbitration clause includes a provision permitting either party to seek interim or provisional injunctive relief from a court of competent jurisdiction in connection with any dispute, without waiving the right to arbitrate the underlying dispute. This is a standard carve-out that ensures the parties retain access to judicial remedies in urgent circumstances (e.g., to prevent the disclosure of confidential information or to preserve the status quo pending arbitration).

E. Assignment

Section 11 of the Engagement Letter provides that neither party may assign its rights or obligations under the Engagement Letter without the prior written consent of the other party. C&H has no objection to this provision. It is a standard anti-assignment clause and protects the Vehicle and Ironside from the risk of Rivermark transferring its rights under the Engagement Letter to a third party without the Vehicle's consent.

F. Relationship to LP Agreement and Co-Investment Allocation Agreement

C&H has reviewed the Engagement Letter for consistency with the LP Agreement of ICM Cascadia Co-Invest, LP and the Co-Investment Allocation Agreement between Meridian Infrastructure Partners Fund IV, LP and ICM Cascadia Co-Invest, LP (the "Allocation Agreement"). Our principal observations are as follows:

1. The placement-agent fee of $1,050,000 is treated as an organizational expense of the Vehicle under both the Engagement Letter and the LP Agreement. The fee is allocable to the Vehicle's capital account and is not borne by Fund IV or its limited partners. This treatment is consistent with Section 4.01 of the LP Agreement and Section 3.2 of the Allocation Agreement.

2. The LP Agreement permits the general partner to engage placement agents on behalf of the Vehicle and to cause the Vehicle to pay placement-agent fees as organizational expenses, subject to the cap on organizational expenses set forth in Section 4.03 of the LP Agreement (aggregate cap of $2,500,000). The placement-agent fee of $1,050,000 is within this cap.

3. No inconsistencies have been identified between the terms of the Engagement Letter and the terms of the LP Agreement or the Allocation Agreement.

VIII. Summary of Recommendations

The following is a consolidated summary of all recommendations set forth in this memorandum:

1. Fee Payment Timing: Confirm in the Engagement Letter that the placement-agent fee is payable only upon a successful first close of the Vehicle, and add affirmative "no additional fees" language providing that no additional fees, success bonuses, expense reimbursements, or other amounts are payable to Rivermark beyond the $1,050,000 placement-agent fee.

2. Tail Period: Negotiate a reduction of the Tail Period from 24 months to 12 months.

3. Ironside Carve-Out: Add a carve-out to the Tail Provision expressly providing that the tail does not apply to Ironside Capital Management LP or any of its affiliates.

4. Tail List: Require Rivermark to deliver a written tail list identifying covered investors upon termination of the Engagement Letter; limit the Tail Provision to investors identified on such list.

5. Indemnification Scope: Narrow the indemnification trigger from "arising out of or in connection with" to "directly arising out of" Rivermark's services, and add bad faith and material breach of the Engagement Letter to the exceptions from indemnification.

6. Indemnification Cap: Negotiate a cap on the Vehicle's aggregate indemnification exposure equal to the amount of fees paid to Rivermark ($1,050,000).

7. Indemnification Survival: Add a three (3)-year survival/sunset period for the Vehicle's indemnification obligations following termination of the Engagement Letter.

8. Contribution Standard: Modify the contribution clause from a relative-benefit standard to a relative-fault standard.

9. Procedural Protections: Add requirements for prompt written notice of indemnification claims, defense-control rights in favor of the Vehicle, and a requirement for Vehicle consent to any settlement.

10. Regulatory Verification: Independently verify Rivermark's broker-dealer registration with the SEC and FINRA membership status via BrokerCheck and SEC EDGAR prior to execution of the Engagement Letter.

11. AML / FCPA / OFAC Representations: Add affirmative representations and covenants from Rivermark regarding compliance with the Bank Secrecy Act and applicable AML regulations, the FCPA, and OFAC sanctions programs.

12. Pay-to-Play Representations: Add representations from Rivermark regarding compliance with pay-to-play restrictions and political contribution disclosure requirements under Rule 206(4)-5 and applicable state and local laws.

13. Sub-Placement Agents: Add a prohibition on the engagement of sub-placement agents without the prior written consent of the Vehicle and Ironside.

14. Exclusivity Limitation: Limit the exclusivity provision to the specific co-investment in Cascadia and confirm that it does not extend to any future co-investments between Ironside and Meridian.

15. Termination for Convenience: Modify the termination provisions to allow the Vehicle to terminate the Engagement Letter for convenience upon ten (10) days' prior written notice.

16. Name-Use / Tombstone Restriction: Add a provision requiring Rivermark to obtain the prior written consent of the Vehicle and Ironside before using their names, logos, or investment details in any marketing materials or tombstone advertisements.

17. Interim Injunctive Relief: Confirm that the arbitration clause permits either party to seek interim or provisional injunctive relief from a court of competent jurisdiction without waiving the right to arbitrate the underlying dispute.

IX. Next Steps

Based on the foregoing analysis and recommendations, C&H proposes the following next steps:

1. Internal Review: Circulate this memorandum to Pamela Cross and Nicholas Stern for review and comment. We welcome any feedback or additional considerations that the team may wish to raise based on the analysis set forth herein.

2. Prepare Redline: Upon approval of the recommendations by the C&H team and Ironside, C&H will prepare a redline of the Engagement Letter incorporating all recommended changes. We anticipate that the redline can be completed within two (2) business days of receiving approval to proceed.

3. Client Coordination: Coordinate with Renata Obasi and Ironside's internal legal team regarding any additional investor-specific requirements or comments that Ironside may wish to incorporate into the Engagement Letter. In particular, we should confirm whether Ironside has any internal compliance or governance requirements that need to be reflected in the Engagement Letter (e.g., any specific representations required under Ironside's compliance manual or any approval requirements under Ironside's investment committee procedures).

4. Counsel Coordination: Coordinate with Breckenridge Sloane & Pratt LLP (contact: Charles A. Delacroix, Partner) regarding Meridian's position on the recommended modifications. Because Meridian originally engaged Rivermark and the Engagement Letter was provided through Meridian's counsel, any revisions to the Engagement Letter will need to be discussed with and, in some cases, approved by Meridian. C&H is prepared to lead the negotiation with Breckenridge Sloane & Pratt LLP and Rivermark's counsel, with input from Ironside as appropriate.

5. Execution Timeline: Target execution of the Engagement Letter in advance of the first close of the Vehicle, which is currently anticipated to occur on or about July 29, 2022. Given the July 29 target date, we recommend that the redline be circulated to Meridian's counsel and Rivermark no later than July 21, 2022, to allow sufficient time for negotiation and finalization of the revised terms. The executed Engagement Letter will need to be in place prior to the first close in order for the placement-agent fee to be properly accrued and paid from the proceeds of Capital Call #1 (anticipated August 15, 2022).

Please do not hesitate to contact me with any questions or comments regarding the foregoing analysis.

Owen Fischer Associate, Funds & Asset Management Practice Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004 Telephone: (212) 558-4000

Email: ofischer@calderwoodharkness.com

cc: Pamela Cross, Partner, Calderwood & Harkness LLP Nicholas Stern, Partner, Calderwood & Harkness LLP Theresa Kim, Associate, Calderwood & Harkness LLP

This memorandum is protected by the attorney-client privilege and the work-product doctrine. It is intended solely for the use of Calderwood & Harkness LLP and Ironside Capital Management LP and should not be disclosed to third parties without prior consent. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.

Investor	Equity Commitment	Percentage of Total Equity
Fund IV	$750,000,000	71.43%
ICM Cascadia Co-Invest, LP (Vehicle)	$300,000,000	28.57%
Total	$1,050,000,000	100.00%
Use of Proceeds	Amount
Placement-agent fee (Rivermark)	$1,050,000
Organizational expenses (legal, accounting, formation)	$285,000
Representations & warranties insurance deposit	$4,875,000
Due-diligence costs and deposits	$12,790,000
Working-capital reserve	$3,500,000
Total Capital Call #1	$22,500,000

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 125 Broad Street, 44th Floor New York, NY 10004
MEMORANDUM
From: Owen Fischer, Calderwood & Harkness LLP
To: Pamela Cross, Nicholas Stern, Theresa Kim — Calderwood & Harkness LLP
Date: July 18, 2022
Re: Review of Placement Agent Engagement Letter — Rivermark Capital Markets Inc. / ICM Cascadia Co-Invest, LP
Matter No.: 1023-00001
Client: Ironside Capital Management LP
I. Executive Summary
This memorandum summarizes Calderwood & Harkness LLP's ("C&H") review of the engagement letter dated June 30, 2022 (the "Engagement Letter") between Rivermark Capital Markets Inc. ("Rivermark"), a New York corporation with principal offices at 745 Fifth Avenue, Suite 1400, New York, NY 10151, and ICM Cascadia Co-Invest, LP (the "Vehicle" or the "Co-Invest"), a Delaware limited partnership, pursuant to which Rivermark will serve as the exclusive placement agent in connection with the Vehicle's capital raise. The capital raise is being conducted for the purpose of funding the co-investment alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV") in the acquisition of one hundred percent (100%) of the equity interests of Cascadia Renewables Holdings, Inc. ("Cascadia"), an Oregon corporation engaged in the ownership and operation of renewable energy and water infrastructure assets in the Pacific Northwest.
The Engagement Letter was provided to C&H for review on behalf of Ironside Capital Management LP ("Ironside"), the sole limited partner of the Vehicle and the entity that, together with the Vehicle, bears the placement-agent fee under the terms of the co-investment arrangement with Meridian Infrastructure Partners LP ("Meridian").
Following a thorough review of the Engagement Letter, our principal findings and observations are as follows:
•  Fee: The placement-agent fee of 0.35% of committed capital ($1,050,000) falls within the market range for co-investment placements in the infrastructure sector and is reasonable given the size and single-investor nature of the raise. No renegotiation of the fee rate is recommended, although certain clarifications regarding fee payment timing and scope should be added to the Engagement Letter.
•  Tail Provision: The 24-month tail period is longer than the market standard for single-investor co-investment placements and requires negotiation to narrow both its duration and its scope. We recommend reducing the tail period to 12 months and adding a specific carve-out for Ironside and its affiliates, given that Ironside was not introduced to the transaction by Rivermark.
•  Indemnification: The indemnification provisions in the Engagement Letter are broad and warrant modification. In particular, the standard of care should be supplemented, the trigger for indemnification should be narrowed, an indemnification cap should be negotiated, and a sunset period for survival of the indemnification obligations should be added.
•  Regulatory Compliance: The Engagement Letter contains limited representations from Rivermark regarding regulatory compliance. We recommend enhancing these representations to include specific covenants and representations regarding anti-money laundering compliance, the Foreign Corrupt Practices Act, OFAC sanctions, pay-to-play restrictions, and the engagement of sub-placement agents.
Detailed recommendations for Ironside are provided in Sections VI and VII below, with a consolidated summary of all recommendations set forth in Section VIII.
II. Background and Transaction Context
Ironside Capital Management LP ("Ironside") is a Delaware limited partnership headquartered at 590 Madison Avenue, 38th Floor, New York, NY 10022. Ironside is a registered investment adviser under the Investment Advisers Act of 1940 and manages approximately $14.8 billion in assets under management across private equity, real assets, and infrastructure strategies. Ironside's primary contacts for this matter are Marcus J. Calloway, Founder and Chief Investment Officer, and Renata Obasi, Senior Managing Director, Infrastructure.
Ironside is committing $300,000,000 to the Vehicle as its sole limited partner, holding a 99.99% limited partnership interest (representing a $299,970,000 LP commitment). Meridian Infrastructure GP IV LLC, a Delaware limited liability company and an affiliate of Meridian Infrastructure Partners LP ("Meridian"), serves as the general partner of the Vehicle, holding a 0.01% general partnership interest (representing a $30,000 commitment). Meridian is a leading infrastructure-focused private equity sponsor with offices in New York and San Francisco.
The Vehicle was organized as a single-purpose co-investment vehicle to invest alongside Fund IV — Meridian's flagship infrastructure fund (a $6.2 billion infrastructure fund, vintage 2021) — in the acquisition of 100% of the outstanding equity of Cascadia Renewables Holdings, Inc. ("Cascadia"). Cascadia is an Oregon corporation that owns and operates a diversified portfolio of renewable energy and water infrastructure assets across the Pacific Northwest, consisting of fourteen (14) hydroelectric facilities, six (6) wind farms, and three (3) water-treatment concessions located in Oregon, Washington, and Idaho. Cascadia is currently owned by a consortium of infrastructure investors and is being acquired through a negotiated transaction.
The aggregate enterprise value of the Cascadia acquisition is $1,950,000,000. The total equity required for the acquisition is $1,050,000,000, which is being funded as follows:
The balance of the enterprise value ($900,000,000) is expected to be funded through a combination of acquisition debt facilities and assumed project-level financing.
Rivermark was engaged by Meridian as placement agent to facilitate the co-investment raise for the Vehicle. While the engagement was initiated by Meridian, the Engagement Letter names the Vehicle as the contracting party, and the placement-agent fee is structured as an expense of the Vehicle. The Engagement Letter was provided to C&H for review on July 8, 2022, on behalf of Ironside, given that Ironside, as the sole limited partner of the Vehicle, ultimately bears the economic cost of the placement-agent fee through its capital contributions.
It is important to note that Ironside's relationship with Meridian pre-dates Rivermark's involvement in this transaction. Ironside has been a limited partner in multiple Meridian funds, including Fund II, Fund III, and Fund IV, and the co-investment opportunity in Cascadia was presented to Ironside directly by Meridian's deal team. Rivermark did not introduce Ironside to Meridian or to the Cascadia co-investment opportunity. This fact has significant implications for our analysis of the tail provision, as discussed in Section IV below.
III. Fee Structure Analysis
A. Placement-Agent Fee Calculation
The Engagement Letter provides for a placement-agent fee equal to 0.35% of the total committed capital to the Vehicle. Based on the Vehicle's total committed capital of $300,000,000, the placement-agent fee is calculated as follows:
$300,000,000 × 0.35% = $1,050,000
Pursuant to Section 3(a) of the Engagement Letter, the placement-agent fee is payable in full at the first close of the Vehicle, which is currently anticipated to occur on or about July 29, 2022. The fee is denominated in United States dollars and is payable by wire transfer to an account designated by Rivermark.
The Engagement Letter provides that the fee, once paid, is non-refundable. This is a standard provision in placement-agent agreements and reflects the general market practice that placement fees are earned upon closing regardless of the subsequent performance of the underlying investment or any post-closing events affecting the Vehicle.
B. Market Comparison
C&H has analyzed placement-agent fee benchmarks for co-investment vehicles in the infrastructure sector based on our experience with comparable transactions and publicly available industry data. The following observations are relevant to the assessment of the proposed fee rate:
•  Typical Range: Placement-agent fees for co-investment vehicles in the infrastructure sector typically range from 0.20% to 0.50% of committed capital. The specific rate within this range depends on a number of factors, including the size of the capital raise, the number of investors involved, the complexity of the co-investment structure, the time horizon for the fundraise, and the placement agent's role in identifying and sourcing investors.
•  Single-Investor Raises: For single-investor co-investment raises such as the Vehicle — where the placement agent's role is more administrative and facilitative than in a multi-investor fundraise — fees tend to cluster in the lower-to-middle portion of the range (0.20% to 0.35%). The 0.35% rate proposed in the Engagement Letter is at the upper end of this sub-range but remains within market norms.
•  Size of Commitment: The $300,000,000 commitment size is substantial for a single-investor co-investment raise, which may exert downward pressure on the fee rate in certain market conditions. However, we note that the absolute dollar amount of the fee ($1,050,000) is not disproportionate to the scope of work involved and is consistent with fees observed in comparable transactions.
•  Comparison with Fund IV Fundraise: While the specific placement-agent fee structure for Fund IV's main fund capital raise has not been disclosed to C&H, it is understood to be at a higher rate than the co-investment fee, reflecting the significantly greater complexity and effort involved in a multi-investor fundraise for a $6.2 billion flagship fund. The differential between the fund-level and co-investment-level fee rates is consistent with market practice.
•  No Management Fee on Co-Investment: We note that the Side Letter between Ironside and Meridian GP IV LLC provides that no management fee is charged on Ironside's commitment to the Co-Invest. This is a significant economic benefit to Ironside and means that the one-time placement-agent fee of $1,050,000 represents the primary cost borne by the Vehicle at formation, other than organizational expenses. In this context, the 0.35% fee rate does not present a material economic concern.
C. Fee Allocation
The Engagement Letter provides that the placement-agent fee is an expense of the Vehicle, to be funded from initial capital call proceeds. This allocation is consistent with the provisions of the Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP (the "LP Agreement"), which permits organizational and formation expenses to be funded from capital calls under Section 4.01 thereof.
Based on our review of the Vehicle's anticipated initial capital call schedule, Capital Call #1 (anticipated to be issued on or about August 15, 2022, with a funding date approximately ten (10) business days thereafter) is expected to call $22,500,000 from Ironside. The anticipated use of proceeds for Capital Call #1 is summarized as follows:
The inclusion of the placement-agent fee as a specifically identified use of proceeds in the capital call notice is consistent with good governance practices and provides transparency to Ironside as the sole limited partner. We note that the LP Agreement requires that capital call notices specify the purpose for which capital is being called, and the placement-agent fee should be itemized as a distinct line item.
D. Recommendations on Fee
Based on our analysis, we have the following recommendations regarding the fee structure:
1.  Fee Rate: The fee rate of 0.35% and the resulting fee amount of $1,050,000 are within market norms for co-investment placements in the infrastructure sector. No renegotiation of the fee rate is recommended at this time.
2.  Payment Timing: We recommend confirming in the Engagement Letter that the fee is payable only upon a successful first close of the Vehicle and is not payable upon signing of the Engagement Letter or at any earlier date. The current language of Section 3(a) references payment "at the first close," but we recommend adding clarifying language to ensure there is no ambiguity regarding the triggering event.
3.  Fee Cap: We recommend adding a provision expressly providing that no additional fees, success bonuses, closing bonuses, expense reimbursements, or other amounts are payable to Rivermark beyond the $1,050,000 placement-agent fee. The Engagement Letter as currently drafted does not include any such additional fee provisions, but adding affirmative "no additional fees" language will provide certainty and prevent any future claims by Rivermark for supplemental compensation.
IV. Tail Provision Analysis
A. Description of Tail Provision
Section 4 of the Engagement Letter contains a "tail" provision (the "Tail Provision") entitling Rivermark to its full placement-agent fee of $1,050,000 if, within twenty-four (24) months following the termination or expiration of the Engagement Letter (the "Tail Period"), the Vehicle closes with any investor that was introduced by Rivermark to the Vehicle or Meridian during the term of the engagement. The Tail Provision applies regardless of the reason for termination — whether by expiration of the term, termination for convenience by either party, or termination for cause — and is not limited by any materiality qualifier or threshold.
As drafted, the Tail Provision does not require Rivermark to deliver a written list of investors to whom the tail applies upon termination. The provision also does not define "introduced" with precision, leaving open the possibility that Rivermark could assert a broad interpretation of what constitutes an introduction.
B. Concerns
C&H has identified several concerns with the Tail Provision as currently drafted:
1.  Duration: The 24-month Tail Period is longer than the market standard for single-investor co-investment placements. In our experience, a 12-month tail period is the prevailing market norm for placement-agent agreements in the co-investment context, particularly where the capital raise involves a single institutional investor. A 24-month tail is more commonly associated with multi-investor, multi-closing fund formations where the placement agent's efforts may result in investor interest that does not materialize until well after the initial closing period. That rationale does not apply here, where the Vehicle has a single closing with a single investor.
2.  Ironside Pre-Existing Relationship: Ironside was not introduced to the Cascadia co-investment opportunity by Rivermark. Ironside's relationship with Meridian is longstanding and predates Rivermark's engagement, and the co-investment allocation was offered to Ironside directly by Meridian's deal team. Under the Tail Provision as currently drafted, however, it is unclear whether Rivermark could assert that Ironside was "introduced" to the Vehicle during the engagement period, particularly given the broad and undefined use of the term "introduced" in the Engagement Letter. While any such assertion would lack factual merit, the ambiguity in the current drafting creates an unnecessary risk.
3.  Successor Vehicle Risk: There is a risk that, if the Vehicle is restructured, wound down, and replaced by a successor vehicle within the Tail Period — for example, due to a change in the acquisition structure or a rebalancing of the co-investment allocation — Rivermark could assert a fee claim on the successor vehicle's capital commitments. Although such a scenario is unlikely, the Tail Provision as drafted does not contain any carve-outs for successor or replacement vehicles, and Rivermark could argue that any investor in a successor vehicle that was introduced to the original Vehicle during the engagement period triggers the tail fee.
4.  Absence of Tail List: The Engagement Letter does not require Rivermark to deliver a written list of investors covered by the Tail Provision upon termination. This is a significant omission, as it leaves open the possibility of disputes regarding which investors were in fact introduced by Rivermark and are therefore subject to the tail. The absence of a defined tail list is a departure from best practices and should be corrected.
C. Recommendations
We recommend the following modifications to the Tail Provision:
1.  Reduce Tail Period: Negotiate a reduction of the Tail Period from 24 months to 12 months. A 12-month tail period is consistent with market practice for co-investment placement-agent agreements and provides Rivermark with adequate protection of its fee interest in the event of a post-termination closing.
2.  Ironside Carve-Out: Add a carve-out expressly providing that the Tail Provision does not apply to Ironside Capital Management LP or any of its affiliates, subsidiaries, managed accounts, or controlled entities. This carve-out is appropriate and necessary because Ironside was not introduced to the transaction by Rivermark, and Ironside's participation in the Vehicle is solely the result of its pre-existing relationship with Meridian.
3.  Tail List Requirement: Add a requirement that, upon termination or expiration of the Engagement Letter, Rivermark deliver to the Vehicle a written list (the "Tail List") identifying all investors to whom the Tail Provision applies (i.e., investors specifically introduced by Rivermark during the engagement period). The Tail Provision should apply only to investors identified on the Tail List, and the Vehicle should have the right to object to the inclusion of any investor on the Tail List within a specified period (e.g., 15 business days).
4.  Wind-Down/Dissolution Carve-Out: Add language confirming that the Tail Provision does not apply in a wind-down or dissolution scenario where no new capital commitments are made to the Vehicle or any successor vehicle. This carve-out is intended to prevent Rivermark from asserting a tail fee claim in circumstances where the Vehicle is dissolved and its assets are distributed or transferred without any new investor capital being raised.
V. Indemnification Provisions
A. Scope of Indemnification
Section 6 of the Engagement Letter requires the Vehicle (and, indirectly, Ironside as the sole limited partner) to indemnify Rivermark, its affiliates, and their respective directors, officers, employees, agents, and controlling persons (collectively, the "Indemnified Persons") against all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or in connection with the engagement, the Engagement Letter, or the services performed by Rivermark thereunder.
The indemnification obligation is subject to a single exception: losses to the extent resulting from the gross negligence or willful misconduct of the Indemnified Person seeking indemnification, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
The Engagement Letter further provides, in Section 6(b), a contribution clause stating that, if indemnification pursuant to Section 6(a) is judicially determined to be unavailable or insufficient, the Vehicle and Rivermark shall contribute to the aggregate amount of losses in proportion to the relative benefits received by each party from the engagement. The Engagement Letter defines "relative benefits" as the total economic value of the co-investment to the Vehicle (measured by reference to the committed capital of $300,000,000) relative to the fees received by Rivermark ($1,050,000).
The indemnification obligations of the Vehicle, including the contribution obligation, survive the termination or expiration of the Engagement Letter indefinitely, without any stated survival or sunset period.
B. Concerns
C&H has identified the following concerns with the indemnification provisions:
1.  Standard of Care: While the gross negligence / willful misconduct carve-out is standard in placement-agent indemnification provisions, C&H believes it should be supplemented to also exclude losses arising from (a) bad faith on the part of the Indemnified Person and (b) material breach of the Engagement Letter by the Indemnified Person. The inclusion of bad faith and material breach as additional exceptions is consistent with prevailing market practice for indemnification provisions in engagement letters of this type and provides the Vehicle with additional protection against indemnification claims arising from Rivermark's own wrongful conduct.
2.  Breadth of Trigger: The indemnification is triggered by losses "arising out of or in connection with" the engagement. The phrase "in connection with" is extremely broad and could encompass claims that are only tangentially related to Rivermark's specific placement activities — for example, claims arising from Rivermark's other business activities that happen to touch upon the Cascadia transaction or the parties involved. C&H recommends narrowing the trigger to "directly arising out of" Rivermark's performance of services under the Engagement Letter, which would confine the indemnification obligation to losses that have a direct causal nexus to Rivermark's placement activities.
3.  Contribution Formula: The contribution clause based on "relative benefits received" is potentially problematic. Under the relative-benefits formula, the Vehicle's share of any contribution would be calculated based on the ratio of the Vehicle's committed capital ($300,000,000) to Rivermark's fees ($1,050,000), which yields a ratio of approximately 285.7 to 1. This formula could result in an allocation of losses that is grossly disproportionate to the Vehicle's actual culpability or involvement in the circumstances giving rise to the losses. A relative-fault standard, which allocates losses based on the respective parties' responsibility for the conduct giving rise to the losses, is more equitable and is the standard that C&H typically recommends for indemnification contribution provisions.
4.  Survival Period: The indemnification obligations survive termination of the Engagement Letter indefinitely. This creates a perpetual contingent liability for the Vehicle and, by extension, for Ironside. C&H recommends negotiating a finite survival period. A period of three (3) years following the termination or expiration of the Engagement Letter is consistent with market practice and provides adequate time for any claims arising from the engagement to be identified and asserted.
5.  Procedural Protections: The Engagement Letter does not include any procedural requirements governing indemnification claims. In particular, the Engagement Letter does not require the Indemnified Person to (a) provide prompt written notice of any claim for which indemnification is sought, (b) permit the Vehicle to participate in or control the defense of any such claim, or (c) refrain from settling any claim without the Vehicle's prior written consent. The absence of these standard procedural protections could result in the Vehicle being required to indemnify Rivermark for claims that were settled without the Vehicle's knowledge or consent and on terms that the Vehicle would not have agreed to.
C. Recommendations
We recommend the following modifications to the indemnification provisions:
1.  Expand Exceptions: Add "bad faith" and "material breach of the Engagement Letter" to the exceptions from the indemnification obligation in Section 6(a), so that the Vehicle is not required to indemnify any Indemnified Person to the extent that losses are attributable to the gross negligence, willful misconduct, bad faith, or material breach of the Engagement Letter by such Indemnified Person.
2.  Narrow Trigger: Revise the indemnification trigger from "arising out of or in connection with" to "directly arising out of" Rivermark's performance of services under the Engagement Letter. This modification would provide a clearer and narrower scope for the indemnification obligation while still providing Rivermark with meaningful protection against third-party claims arising from its placement activities.
3.  Indemnification Cap: Negotiate a cap on the Vehicle's aggregate indemnification exposure. C&H recommends a cap equal to the amount of fees paid to Rivermark under the Engagement Letter (i.e., $1,050,000). A fees-paid cap is increasingly common in placement-agent engagement letters and is appropriate given the relatively limited scope of Rivermark's services and the single-closing nature of the engagement.
4.  Survival/Sunset Period: Add a provision specifying that the indemnification obligations of the Vehicle survive for a period of three (3) years following the termination or expiration of the Engagement Letter, after which the indemnification obligations shall terminate and be of no further force or effect, except with respect to claims for which written notice has been delivered prior to the expiration of such three-year period.
5.  Contribution Standard: Modify the contribution clause in Section 6(b) to provide for allocation of losses based on relative fault rather than relative benefit. Under a relative-fault standard, losses would be allocated based on the respective parties' responsibility for the conduct giving rise to the losses, taking into account the nature of each party's actions and omissions and the degree of each party's culpability. This approach is more equitable than the relative-benefits formula and is consistent with the principles underlying contribution obligations under applicable law.
6.  Procedural Protections: Add the following procedural requirements to the indemnification provisions:
(a) Prompt Notice. Rivermark (or any Indemnified Person) shall provide the Vehicle with prompt written notice of any claim, action, proceeding, or investigation for which indemnification is or may be sought. Failure to provide prompt notice shall not relieve the Vehicle of its indemnification obligations except to the extent that the Vehicle is materially prejudiced by such failure.
(b) Defense Control. The Vehicle shall have the right, at its option and expense, to assume and control the defense of any claim for which indemnification is sought, including the right to select counsel, provided that such counsel is reasonably acceptable to the Indemnified Person. The Indemnified Person shall have the right to participate in the defense at its own expense with counsel of its own choosing.
(c) Settlement Consent. No Indemnified Person shall settle, compromise, or consent to the entry of any judgment with respect to any claim for which indemnification is sought without the prior written consent of the Vehicle, which consent shall not be unreasonably withheld, conditioned, or delayed.
VI. Regulatory Compliance Analysis
A. Rivermark's Regulatory Status
Section 2 of the Engagement Letter contains a representation by Rivermark that it is (i) organized as a corporation under the laws of the State of New York, (ii) registered as a broker-dealer with the United States Securities and Exchange Commission (the "SEC") pursuant to Section 15(a) of the Securities Exchange Act of 1934, as amended, and (iii) a member in good standing of the Financial Industry Regulatory Authority ("FINRA").
C&H has not independently verified these representations as of the date of this memorandum. We recommend that, prior to execution of the Engagement Letter, Ironside's compliance team independently verify Rivermark's broker-dealer registration and FINRA membership status. Verification can be accomplished through the following means:
(i) FINRA BrokerCheck (https://brokercheck.finra.org) — to confirm Rivermark's registration status, CRD number, and any disciplinary history or regulatory actions;
(ii) SEC EDGAR (https://www.sec.gov/cgi-bin/browse-edgar) — to review Rivermark's Form BD filing and confirm active registration as a broker-dealer; and
(iii) FINRA Gateway — to review any reported customer complaints, arbitrations, or regulatory events.
The Engagement Letter does not include any disclosures of regulatory actions, proceedings, sanctions, or investigations involving Rivermark or any of its officers, directors, or associated persons. C&H recommends that the Engagement Letter be amended to include an affirmative representation by Rivermark that it is not subject to any pending or threatened regulatory action, sanction, investigation, or proceeding by the SEC, FINRA, any state securities regulatory authority, or any other governmental or self-regulatory organization, and that no such action, sanction, investigation, or proceeding has been resolved adversely to Rivermark within the preceding five (5) years. Such a representation would provide an additional layer of due diligence protection for the Vehicle and Ironside.
B. Anti-Corruption and AML Representations
The Engagement Letter contains a general representation by Rivermark, in Section 7(c), that its activities under the Engagement Letter will be conducted in compliance with "all applicable laws, rules, and regulations." While this general compliance representation is a standard inclusion, it lacks the specificity that is increasingly expected in placement-agent engagement letters, particularly in the current regulatory environment.
C&H recommends that the Engagement Letter be amended to include the following specific representations and covenants from Rivermark:
(i) Anti-Money Laundering. Rivermark represents and warrants that it maintains and will continue to maintain an anti-money laundering program that is in compliance with the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the USA PATRIOT Act (Pub. L. 107-56), and all applicable regulations promulgated thereunder, including the customer identification program requirements of 31 C.F.R. § 1023.220. Rivermark further represents that it has conducted, and will conduct, all required customer due diligence and enhanced due diligence procedures with respect to any investor introduced by Rivermark to the Vehicle.
(ii) Foreign Corrupt Practices Act. Rivermark represents and warrants that it has not, and covenants that it will not, in connection with the engagement, directly or indirectly, make, offer, authorize, or promise any payment, gift, or thing of value to any government official, political party, or candidate for political office, or to any other person, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.) (the "FCPA"), or any other applicable anti-corruption or anti-bribery law or regulation.
(iii) OFAC Sanctions. Rivermark represents and warrants that neither it, nor any of its directors, officers, employees, or affiliates, is a person or entity that is (a) the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty's Treasury (collectively, "Sanctions"), or (b) located, organized, or resident in any country or territory that is the subject of comprehensive Sanctions (including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine). Rivermark covenants that it will not, in connection with the engagement, engage in any transaction or conduct that would cause any party to be in violation of applicable Sanctions.
(iv) Sub-Placement Agents. Rivermark represents and warrants that it has not engaged, and covenants that it will not engage, any sub-placement agent, finder, solicitor, or other intermediary in connection with the engagement without the prior written consent of the Vehicle and Ironside.
C. Pay-to-Play / Placement Agent Disclosure Rules
Given Ironside's status as an SEC-registered investment adviser, C&H notes that SEC Rule 206(4)-5 under the Investment Advisers Act of 1940 (the "Pay-to-Play Rule") and related pay-to-play rules may be applicable to the engagement of Rivermark as a placement agent.
Under the Pay-to-Play Rule, an investment adviser is prohibited from receiving compensation for providing advisory services to a government entity for two years after the adviser or certain of its covered associates make a political contribution to an official of such government entity. In addition, Rule 206(4)-5(a)(2) prohibits investment advisers from compensating third parties (including placement agents) for soliciting government entities unless the third party is itself a registered investment adviser or broker-dealer and is subject to its own pay-to-play restrictions.
While the Vehicle has a single institutional limited partner (Ironside itself) and does not currently have any public pension fund, sovereign wealth fund, or other government entity investors, C&H nevertheless recommends including a standard representation from Rivermark regarding pay-to-play compliance. This representation serves two purposes: (a) it provides a contractual basis for seeking recourse against Rivermark in the event that Rivermark's conduct creates pay-to-play issues for Ironside or the Vehicle, and (b) it signals to Rivermark that Ironside takes pay-to-play compliance seriously, consistent with its obligations as a registered investment adviser.
Specifically, C&H recommends adding the following representations to the Engagement Letter:
(i) Rivermark represents and warrants that it has not made, and covenants that it will not make, any political contribution, gift, entertainment expenditure, or other payment that would trigger pay-to-play restrictions under Rule 206(4)-5 under the Investment Advisers Act of 1940, or under any analogous state or local law or regulation, in a manner that could adversely affect the Vehicle, Ironside, or Meridian.
(ii) Rivermark represents and warrants that it will comply with all applicable state and local placement-agent registration and disclosure requirements, including any requirements applicable to the solicitation of investments from state or local government pension funds or other government entities.
D. Sub-Placement Agents
The Engagement Letter is silent on whether Rivermark may engage sub-placement agents, sub-contractors, finders, or other intermediaries in connection with the engagement. This omission is a significant gap in the Engagement Letter, as the engagement of sub-placement agents introduces additional regulatory, compliance, and liability risks.
C&H recommends adding a clear prohibition on the engagement of sub-placement agents without the prior written consent of both the Vehicle and Ironside. If sub-placement agents are permitted with such consent in any particular case, the Engagement Letter should require that:
(a) any sub-placement agent be registered as a broker-dealer with the SEC and be a member in good standing of FINRA (or, if operating outside the United States, be duly licensed and registered under all applicable foreign regulatory regimes);
(b) any sub-placement agent be subject to the same regulatory compliance obligations, representations, and covenants set forth in the Engagement Letter, including with respect to anti-money laundering, FCPA, OFAC, and pay-to-play compliance;
(c) Rivermark remain fully responsible and liable for the acts, omissions, and conduct of any sub-placement agent as if such acts, omissions, and conduct were those of Rivermark itself; and
(d) Rivermark bear the cost of all fees and compensation payable to any sub-placement agent, with no additional fees being charged to or borne by the Vehicle or Ironside.
VII. Other Provisions and Observations
A. Exclusivity
Section 1(b) of the Engagement Letter grants Rivermark exclusive placement-agent rights for the Vehicle's capital raise. During the term of the Engagement Letter, neither the Vehicle nor Meridian may engage any other placement agent, broker-dealer, finder, or solicitor in connection with the raise of capital for the Vehicle.
Given that Ironside is the sole limited partner of the Vehicle and the capital raise is effectively complete upon Ironside's commitment, exclusivity is not a material commercial concern. However, C&H recommends that the exclusivity provision be expressly limited to the specific co-investment in Cascadia and should not be drafted in a manner that could be interpreted as extending to any future co-investment opportunities between Ironside and Meridian. The current language of Section 1(b) refers to "the capital raise for the Vehicle," which is sufficiently specific, but C&H recommends adding clarifying language to confirm that the exclusivity does not apply to any other fund, vehicle, or co-investment arrangement involving Ironside, Meridian, or their respective affiliates.
B. Term and Termination
Section 5 of the Engagement Letter provides that the term of the engagement commences on the date of execution and continues for a period of twelve (12) months, with automatic renewal for successive six (6)-month periods unless either party provides at least thirty (30) days' prior written notice of non-renewal before the end of the then-current term.
While the term and automatic renewal provisions are not unusual in the context of multi-investor fundraises, they are not well-suited to the single-investor, single-close nature of the Vehicle's capital raise. Once the first close occurs and the placement-agent fee is paid, the substantive purpose of the Engagement Letter will have been fulfilled, and the ongoing term will be relevant primarily to the Tail Provision and the survival of indemnification obligations.
C&H recommends modifying the termination provisions to allow the Vehicle to terminate the Engagement Letter for convenience upon ten (10) days' prior written notice at any time, without penalty, subject to (a) the payment of any fee that has been earned by Rivermark pursuant to Section 3 (i.e., the $1,050,000 placement-agent fee, if the first close has occurred), and (b) the application of the Tail Provision as modified in accordance with our recommendations in Section IV.C above.
C. Confidentiality
Section 8 of the Engagement Letter contains standard mutual confidentiality provisions requiring each party to maintain the confidentiality of information received from the other party in connection with the engagement. Confidential information is broadly defined to include all non-public information regarding the Vehicle, the Cascadia acquisition, the parties, and the terms of the Engagement Letter itself.
C&H has the following recommendations regarding the confidentiality provisions:
1.  Survival: The confidentiality provisions should expressly survive the termination or expiration of the Engagement Letter for a period of at least three (3) years, or for such longer period as may be required to be consistent with the confidentiality provisions in the LP Agreement of ICM Cascadia Co-Invest, LP and the Side Letter between Ironside and Meridian GP IV LLC. C&H recommends reviewing these cross-referenced documents to ensure consistency of confidentiality terms across the transaction documentation.
2.  Name-Use Restriction: C&H recommends adding a specific prohibition on Rivermark using the name, logo, trademark, or investment details of the Vehicle, Ironside, Meridian, or Cascadia in any marketing materials, pitch books, tombstone advertisements, case studies, press releases, or similar communications without the prior written consent of the Vehicle and Ironside. This restriction is important to protect Ironside's confidentiality expectations and to prevent Rivermark from publicly disclosing Ironside's participation in the co-investment without authorization.
D. Governing Law and Dispute Resolution
Section 9 of the Engagement Letter provides that it shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. Section 10 provides that any dispute arising out of or relating to the Engagement Letter shall be resolved by binding arbitration administered by JAMS in New York, New York, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect.
C&H has no objection to the selection of New York law as the governing law. New York is the principal place of business of both Rivermark and C&H, and New York law is the standard governing law for placement-agent agreements in the institutional investment management industry.
C&H also has no objection to the arbitration provision, which is consistent with market standard for placement-agent agreements. Arbitration offers the advantages of confidentiality, speed, and finality relative to traditional litigation. However, C&H recommends confirming that the arbitration clause includes a provision permitting either party to seek interim or provisional injunctive relief from a court of competent jurisdiction in connection with any dispute, without waiving the right to arbitrate the underlying dispute. This is a standard carve-out that ensures the parties retain access to judicial remedies in urgent circumstances (e.g., to prevent the disclosure of confidential information or to preserve the status quo pending arbitration).
E. Assignment
Section 11 of the Engagement Letter provides that neither party may assign its rights or obligations under the Engagement Letter without the prior written consent of the other party. C&H has no objection to this provision. It is a standard anti-assignment clause and protects the Vehicle and Ironside from the risk of Rivermark transferring its rights under the Engagement Letter to a third party without the Vehicle's consent.
F. Relationship to LP Agreement and Co-Investment Allocation Agreement
C&H has reviewed the Engagement Letter for consistency with the LP Agreement of ICM Cascadia Co-Invest, LP and the Co-Investment Allocation Agreement between Meridian Infrastructure Partners Fund IV, LP and ICM Cascadia Co-Invest, LP (the "Allocation Agreement"). Our principal observations are as follows:
1.  The placement-agent fee of $1,050,000 is treated as an organizational expense of the Vehicle under both the Engagement Letter and the LP Agreement. The fee is allocable to the Vehicle's capital account and is not borne by Fund IV or its limited partners. This treatment is consistent with Section 4.01 of the LP Agreement and Section 3.2 of the Allocation Agreement.
2.  The LP Agreement permits the general partner to engage placement agents on behalf of the Vehicle and to cause the Vehicle to pay placement-agent fees as organizational expenses, subject to the cap on organizational expenses set forth in Section 4.03 of the LP Agreement (aggregate cap of $2,500,000). The placement-agent fee of $1,050,000 is within this cap.
3.  No inconsistencies have been identified between the terms of the Engagement Letter and the terms of the LP Agreement or the Allocation Agreement.
VIII. Summary of Recommendations
The following is a consolidated summary of all recommendations set forth in this memorandum:
1.  Fee Payment Timing: Confirm in the Engagement Letter that the placement-agent fee is payable only upon a successful first close of the Vehicle, and add affirmative "no additional fees" language providing that no additional fees, success bonuses, expense reimbursements, or other amounts are payable to Rivermark beyond the $1,050,000 placement-agent fee.
2.  Tail Period: Negotiate a reduction of the Tail Period from 24 months to 12 months.
3.  Ironside Carve-Out: Add a carve-out to the Tail Provision expressly providing that the tail does not apply to Ironside Capital Management LP or any of its affiliates.
4.  Tail List: Require Rivermark to deliver a written tail list identifying covered investors upon termination of the Engagement Letter; limit the Tail Provision to investors identified on such list.
5.  Indemnification Scope: Narrow the indemnification trigger from "arising out of or in connection with" to "directly arising out of" Rivermark's services, and add bad faith and material breach of the Engagement Letter to the exceptions from indemnification.
6.  Indemnification Cap: Negotiate a cap on the Vehicle's aggregate indemnification exposure equal to the amount of fees paid to Rivermark ($1,050,000).
7.  Indemnification Survival: Add a three (3)-year survival/sunset period for the Vehicle's indemnification obligations following termination of the Engagement Letter.
8.  Contribution Standard: Modify the contribution clause from a relative-benefit standard to a relative-fault standard.
9.  Procedural Protections: Add requirements for prompt written notice of indemnification claims, defense-control rights in favor of the Vehicle, and a requirement for Vehicle consent to any settlement.
10.  Regulatory Verification: Independently verify Rivermark's broker-dealer registration with the SEC and FINRA membership status via BrokerCheck and SEC EDGAR prior to execution of the Engagement Letter.
11.  AML / FCPA / OFAC Representations: Add affirmative representations and covenants from Rivermark regarding compliance with the Bank Secrecy Act and applicable AML regulations, the FCPA, and OFAC sanctions programs.
12.  Pay-to-Play Representations: Add representations from Rivermark regarding compliance with pay-to-play restrictions and political contribution disclosure requirements under Rule 206(4)-5 and applicable state and local laws.
13.  Sub-Placement Agents: Add a prohibition on the engagement of sub-placement agents without the prior written consent of the Vehicle and Ironside.
14.  Exclusivity Limitation: Limit the exclusivity provision to the specific co-investment in Cascadia and confirm that it does not extend to any future co-investments between Ironside and Meridian.
15.  Termination for Convenience: Modify the termination provisions to allow the Vehicle to terminate the Engagement Letter for convenience upon ten (10) days' prior written notice.
16.  Name-Use / Tombstone Restriction: Add a provision requiring Rivermark to obtain the prior written consent of the Vehicle and Ironside before using their names, logos, or investment details in any marketing materials or tombstone advertisements.
17.  Interim Injunctive Relief: Confirm that the arbitration clause permits either party to seek interim or provisional injunctive relief from a court of competent jurisdiction without waiving the right to arbitrate the underlying dispute.
IX. Next Steps
Based on the foregoing analysis and recommendations, C&H proposes the following next steps:
1.  Internal Review: Circulate this memorandum to Pamela Cross and Nicholas Stern for review and comment. We welcome any feedback or additional considerations that the team may wish to raise based on the analysis set forth herein.
2.  Prepare Redline: Upon approval of the recommendations by the C&H team and Ironside, C&H will prepare a redline of the Engagement Letter incorporating all recommended changes. We anticipate that the redline can be completed within two (2) business days of receiving approval to proceed.
3.  Client Coordination: Coordinate with Renata Obasi and Ironside's internal legal team regarding any additional investor-specific requirements or comments that Ironside may wish to incorporate into the Engagement Letter. In particular, we should confirm whether Ironside has any internal compliance or governance requirements that need to be reflected in the Engagement Letter (e.g., any specific representations required under Ironside's compliance manual or any approval requirements under Ironside's investment committee procedures).
4.  Counsel Coordination: Coordinate with Breckenridge Sloane & Pratt LLP (contact: Charles A. Delacroix, Partner) regarding Meridian's position on the recommended modifications. Because Meridian originally engaged Rivermark and the Engagement Letter was provided through Meridian's counsel, any revisions to the Engagement Letter will need to be discussed with and, in some cases, approved by Meridian. C&H is prepared to lead the negotiation with Breckenridge Sloane & Pratt LLP and Rivermark's counsel, with input from Ironside as appropriate.
5.  Execution Timeline: Target execution of the Engagement Letter in advance of the first close of the Vehicle, which is currently anticipated to occur on or about July 29, 2022. Given the July 29 target date, we recommend that the redline be circulated to Meridian's counsel and Rivermark no later than July 21, 2022, to allow sufficient time for negotiation and finalization of the revised terms. The executed Engagement Letter will need to be in place prior to the first close in order for the placement-agent fee to be properly accrued and paid from the proceeds of Capital Call #1 (anticipated August 15, 2022).
Please do not hesitate to contact me with any questions or comments regarding the foregoing analysis.
Owen Fischer Associate, Funds & Asset Management Practice Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004 Telephone: (212) 558-4000
Email: ofischer@calderwoodharkness.com
cc: Pamela Cross, Partner, Calderwood & Harkness LLP Nicholas Stern, Partner, Calderwood & Harkness LLP Theresa Kim, Associate, Calderwood & Harkness LLP
This memorandum is protected by the attorney-client privilege and the work-product doctrine. It is intended solely for the use of Calderwood & Harkness LLP and Ironside Capital Management LP and should not be disclosed to third parties without prior consent. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.
Investor | Equity Commitment | Percentage of Total Equity
Fund IV | $750,000,000 | 71.43%
ICM Cascadia Co-Invest, LP (Vehicle) | $300,000,000 | 28.57%
Total | $1,050,000,000 | 100.00%
Use of Proceeds | Amount
Placement-agent fee (Rivermark) | $1,050,000
Organizational expenses (legal, accounting, formation) | $285,000
Representations & warranties insurance deposit | $4,875,000
Due-diligence costs and deposits | $12,790,000
Working-capital reserve | $3,500,000
Total Capital Call #1 | $22,500,000

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