1023-00001 · Ironside Capital Management LP · Formation

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SIDE LETTER

Dated as of July 29, 2022

This Side Letter (this "Side Letter") is entered into as of July 29, 2022, by and between:

Ironside Capital Management LP, a Delaware limited partnership (the "Limited Partner" or "Ironside"), with principal offices at 590 Madison Avenue, 38th Floor, New York, NY 10022;

and

Meridian Infrastructure GP IV LLC, a Delaware limited liability company (the "General Partner" or "GP"), with principal offices at 200 Clarendon Street, Suite 4200, Boston, MA 02116, acting in its capacity as general partner of ICM Cascadia Co-Invest, LP, a Delaware limited partnership (the "Partnership" or the "Vehicle"), formed under the laws of the State of Delaware with Employer Identification Number 88-3921457 and Delaware Secretary of State File Number 7439218.

Reference is made to the Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP, dated as of July 29, 2022 (as may be further amended, restated, supplemented, or otherwise modified from time to time, the "LP Agreement"), entered into by and among the General Partner and the Limited Partner.

RECITALS

WHEREAS, the Partnership was formed as a Delaware limited partnership pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on July 22, 2022, for the purpose of co-investing alongside Meridian Infrastructure Partners Fund IV, LP, a Delaware limited partnership ("Fund IV"), in the acquisition of 100% of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation (the "Target"), through Cascadia Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Partnership and Fund IV (the "Acquisition Subsidiary") (such acquisition, the "Acquisition");

WHEREAS, the Limited Partner has committed to subscribe for a 99.99% limited partnership interest in the Partnership with a capital commitment of $299,970,000 (Two Hundred Ninety-Nine Million Nine Hundred Seventy Thousand Dollars) (the "LP Commitment"), and the General Partner has committed to contribute $30,000 (Thirty Thousand Dollars) representing a 0.01% general partnership interest in the Partnership (the "GP Commitment"), for an aggregate total committed capital of $300,000,000 (Three Hundred Million Dollars) (the "Total Commitment");

WHEREAS, Fund IV has committed $750,000,000 (Seven Hundred Fifty Million Dollars) to the Acquisition, representing approximately 71.43% of total equity, and the Partnership's commitment of $300,000,000 represents approximately 28.57% of total equity of $1,050,000,000 (One Billion Fifty Million Dollars) committed to the Acquisition;

WHEREAS, the General Partner and the Limited Partner desire to supplement and, where expressly stated herein, modify certain provisions of the LP Agreement as set forth in this Side Letter;

WHEREAS, Section 12.09 of the LP Agreement permits the General Partner and any Limited Partner to enter into side letters or other written agreements modifying or supplementing the terms of the LP Agreement with respect to such Limited Partner, without the consent of any other partner, and such side letters or agreements shall be binding on the Partnership; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions

1.1 All capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings ascribed to such terms in the LP Agreement. In the event of any conflict between the definitions set forth in this Section 1 and those set forth in the LP Agreement, the definitions set forth herein shall control for purposes of this Side Letter.

1.2 As used in this Side Letter, the following terms shall have the following meanings:

"Co-Investment Allocation Agreement" means that certain Co-Investment Allocation Agreement, dated as of July 29, 2022, by and between Fund IV and the Partnership, pursuant to which the parties thereto have agreed to allocate their respective equity contributions to the Acquisition Subsidiary in proportion to their respective commitments, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Dormancy Period" means any period during which a Material Impediment Event (as defined in Section 7.04 of the LP Agreement) has been declared by the General Partner and capital calls with respect to the Partnership have been suspended in accordance with the terms of the LP Agreement.

"EPA" means that certain Equity Purchase Agreement to be entered into among the shareholders of the Target (the "Selling Shareholders"), the Target, and the Acquisition Subsidiary, pursuant to which the Acquisition Subsidiary will acquire 100% of the issued and outstanding equity interests of the Target, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Quarterly Report" has the meaning set forth in Section 5.2 of this Side Letter.

"Reactivation Notice" has the meaning set forth in Section 8.5 of this Side Letter.

"Wind-Down Election" has the meaning set forth in Section 8.1 of this Side Letter.

"Wind-Down Notice" has the meaning set forth in Section 8.2 of this Side Letter.

"Wind-Down Trigger Date" has the meaning set forth in Section 8.1 of this Side Letter.

1.3 Additional terms may be defined throughout this Side Letter and, unless otherwise indicated, shall have the meanings ascribed to them in the sections in which they are defined. The words "hereof," "herein," "hereunder," and words of similar import, when used in this Side Letter, shall refer to this Side Letter as a whole and not to any particular provision of this Side Letter. The word "including" shall mean "including, without limitation." References to "Sections" shall refer to Sections of this Side Letter unless otherwise specified.

Section 2. Management Fee Waiver

2.1 Notwithstanding any provision in the LP Agreement to the contrary, the General Partner hereby agrees and confirms that no management fee, advisory fee, monitoring fee, or similar recurring fee of any kind shall be charged to the Partnership or to the Limited Partner in respect of the Limited Partner's interest in the Partnership.

2.2 The management fee waiver set forth in Section 2.1 above shall apply for the entire term of the Partnership, from the date hereof through and including the date of the Partnership's dissolution and final winding up, including without limitation during (a) any Dormancy Period, (b) any period of reactivation of investment activity following a Dormancy Period, (c) any wind-down period following a Wind-Down Election, and (d) any extension of the term of the Partnership for any reason.

2.3 For the avoidance of doubt, the management fee waiver set forth in this Section 2 is specific to the Partnership and to the Limited Partner's co-investment interest therein. Nothing in this Section 2 shall affect, modify, or create any precedent with respect to management fee arrangements applicable to Fund IV, any successor fund, any parallel fund, any alternative investment vehicle, or any other fund or investment vehicle managed, advised, or sponsored by Meridian Infrastructure Partners LP or any of its affiliates. The General Partner reserves the right to charge management fees in connection with any such other fund or vehicle in accordance with the governing documents thereof.

2.4 Each of the parties acknowledges and agrees that the 0% management fee applicable to the Partnership as set forth in this Section 2 constitutes a material inducement to the Limited Partner's participation in the co-investment and was a condition to the Limited Partner's agreement to make the LP Commitment.

Section 3. Carried Interest Terms

3.1 The General Partner confirms that the carried interest (or "performance allocation") payable to the General Partner with respect to the Partnership shall be ten percent (10%) of net profits of the Partnership above the Preferred Return (as defined below), as set forth in Article VIII of the LP Agreement, and no greater amount.

3.2 The "Preferred Return" shall be a cumulative, compounded preferred return on invested capital at a rate of eight percent (8%) per annum, compounded quarterly. The Preferred Return shall accrue from the date on which each dollar of capital is drawn down from the Limited Partner and shall be calculated in accordance with the methodology set forth in Article VIII of the LP Agreement.

3.3 Each of the parties acknowledges and agrees that the ten percent (10%) carried interest rate applicable to the Partnership is reduced from the twenty percent (20%) carried interest applicable to limited partners participating through Fund IV's main limited partnership structure. This reduction reflects the co-investment nature of the Vehicle, the size of the LP Commitment, the direct relationship between the Limited Partner and the General Partner, and the Limited Partner's agreement to bear its proportionate share of transaction costs and Partnership expenses without offset against management fees.

3.4 Carried interest shall be calculated on a deal-by-deal basis with respect to the Cascadia investment, subject to the clawback mechanism set forth in Section 8.04 of the LP Agreement, which provides that, upon the dissolution and final winding up of the Partnership, the General Partner shall return to the Partnership any carried interest distributions received by the General Partner to the extent that, after giving effect to all distributions and allocations over the life of the Partnership, the General Partner would have received carried interest distributions in excess of ten percent (10%) of the cumulative net profits of the Partnership above the Preferred Return.

3.5 For the avoidance of doubt, there shall be no "catch-up" provision with respect to the carried interest payable to the General Partner under the LP Agreement or this Side Letter, unless otherwise expressly specified in the LP Agreement. The General Partner shall not be entitled to receive any share of profits until the Limited Partner has received a return of its contributed capital and the Preferred Return thereon.

Section 4. Expense Allocation and Transparency

4.1 Pro Rata Expense Allocation. The General Partner shall allocate expenses to the Partnership only to the extent permitted under Section 6.03 of the LP Agreement and only in proportion to the Partnership's 28.57% share of total equity in the Acquisition Subsidiary, unless the expense is specific to the Partnership and not shared with Fund IV. Expenses that are specific to the Partnership (including, without limitation, organizational expenses of the Partnership, placement-agent fees, fund administration costs, audit fees, and tax preparation costs) shall be borne entirely by the Partnership.

4.2 Dormancy Period Expenses. During any Dormancy Period, the annualized operating expenses allocable to the Partnership are estimated at approximately $185,000 per annum, consisting of the following:

(a) Fund administration fees payable to Kendrick Thorne & Associates LLP;

(b) Registered agent fees payable to Cascade Systems;

(d) Audit fees; and

(e) Schedule K-1 preparation and tax compliance costs.

The foregoing estimate is provided for informational purposes only and is not a cap on Dormancy Period expenses. Actual expenses may vary based on the complexity of tax filings, the number of regulatory filings required, and other factors. The General Partner shall use commercially reasonable efforts to minimize Dormancy Period expenses.

4.3 Quarterly Expense Accounting. The General Partner shall provide the Limited Partner with an itemized accounting of all expenses charged to or borne by the Partnership within thirty (30) days following the end of each fiscal quarter. Such itemized accounting shall include, at a minimum, (i) a description of each expense, (ii) the payee, (iii) the amount, (iv) the date incurred, and (v) the basis for allocation to the Partnership (including whether the expense is a shared Acquisition expense or a Partnership-specific expense).

4.4 Placement-Agent Fee. The parties confirm and acknowledge that a placement-agent fee of $1,050,000 was paid to Rivermark Capital Markets Inc. in connection with the formation of the Partnership and the Limited Partner's commitment, representing 0.35% of the Total Commitment of $300,000,000. Such fee was charged against Capital Call #1 proceeds and shall not be subject to reimbursement, recoupment, or any additional charges to the Limited Partner or the Partnership.

4.5 R&W Insurance Premium. The parties further confirm and acknowledge that a representations and warranties insurance premium deposit of $4,875,000 was paid to Northgate Specialty Insurance Co. in connection with Policy No. NSW-RI-2022-09814 (coverage limit of $195,000,000) relating to the Acquisition. Such premium deposit was charged against Capital Call #1 proceeds in proportion to the Partnership's 28.57% share of total equity in the Acquisition Subsidiary.

4.6 Debt Commitment Letter Extension Costs. Any costs associated with the extension of the debt commitment letter provided by Atlas National Bank, N.A. and Pinnacle Credit Partners LLC (or any replacement or supplemental financing commitment), including without limitation extension fees, ticking fees, amendment fees, and related legal expenses, shall be borne by Fund IV and shall not be allocated to the Partnership, unless the Partnership expressly consents to such allocation in a writing signed by the Limited Partner. The foregoing restriction shall apply regardless of whether the extension costs relate to the Partnership's proportionate share of the debt financing.

Section 5. Enhanced Reporting Obligations

5.1 Standard Reporting

In addition to, and without limitation of, the reporting obligations set forth in Section 9.01 of the LP Agreement, the General Partner shall provide the Limited Partner with the following:

(a) Quarterly Financial Statements. Within forty-five (45) days of the end of each fiscal quarter (March 31, June 30, September 30, and December 31), unaudited quarterly financial statements of the Partnership prepared in accordance with United States generally accepted accounting principles ("GAAP"), including (i) a balance sheet as of the end of such fiscal quarter, (ii) a statement of operations for such fiscal quarter and for the year-to-date period then ended, (iii) a statement of changes in partners' capital for such fiscal quarter and for the year-to-date period then ended, and (iv) a statement of cash flows for such fiscal quarter and for the year-to-date period then ended.

(b) Annual Audited Financial Statements. Within ninety (90) days of the end of each fiscal year, annual audited financial statements of the Partnership prepared in accordance with GAAP and audited by a nationally recognized independent registered public accounting firm selected by the General Partner, including an unqualified opinion thereon, together with a balance sheet, statement of operations, statement of changes in partners' capital, and statement of cash flows.

(c) Schedule K-1. For each tax year during which the Partnership is in existence, a Schedule K-1 (Form 1065) for the Limited Partner within seventy-five (75) days of the end of each fiscal year. Such Schedule K-1 shall be prepared by Kendrick Thorne & Associates LLP in its capacity as fund administrator and tax preparer for the Partnership, or such other qualified tax preparer as the General Partner may designate from time to time with prior written notice to the Limited Partner.

(d) Regulatory Correspondence. Copies of all material correspondence between the General Partner (or any affiliate thereof, including Fund IV) and any regulatory authority, including without limitation the Federal Energy Regulatory Commission ("FERC"), the Oregon Public Utility Commission ("OPUC"), and the Committee on Foreign Investment in the United States ("CFIUS"), to the extent such correspondence relates to the Acquisition, the Target, or the Partnership, promptly upon the General Partner's receipt or dispatch of such correspondence.

(e) Transaction Document Amendments. Copies of all amendments, supplements, modifications, waivers, or consents relating to the EPA, the debt commitment letter, the Co-Investment Allocation Agreement, or any other material transaction document relating to the Acquisition, promptly upon execution thereof.

5.2 Quarterly Status Reports During Dormancy

During any Dormancy Period, the General Partner shall provide the Limited Partner with a written quarterly status report (each, a "Quarterly Report") within thirty (30) days following the end of each calendar quarter. Each Quarterly Report shall set forth, in reasonable detail:

(i) The status of the Material Impediment Event that gave rise to the Dormancy Period, including any material developments relating to the underlying conditions, circumstances, or events giving rise to such Material Impediment Event;

(ii) The status of any concession renegotiation, tariff proceedings, rate case proceedings, or other regulatory proceedings affecting the Target or the Acquisition, including a summary of any submissions, orders, or rulings issued during the quarter;

(iii) The status of all regulatory approvals required for the consummation of the Acquisition, including without limitation FERC Section 203 approval, OPUC approval, and CFIUS clearance, and any conditions, undertakings, or commitments imposed or proposed by any regulatory authority;

(iv) The status of the debt commitment letter and any financing arrangements relating to the Acquisition, including any extensions, amendments, modifications, or terminations thereof, and any changes to the terms, pricing, or availability of the committed financing;

(v) A summary of all expenses incurred by or on behalf of the Partnership during the quarter, presented in the format described in Section 4.3 of this Side Letter;

(vi) An assessment by the General Partner, in its reasonable good faith judgment, of the likelihood and expected timeline for reactivation of the investment or, alternatively, the General Partner's recommendations with respect to wind-down of the Partnership; and

(vii) Any other information reasonably requested by the Limited Partner by written notice delivered to the General Partner at least ten (10) business days prior to the end of the applicable calendar quarter.

Quarterly Reports shall be delivered to: Renata Obasi, Senior Managing Director, Infrastructure, Ironside Capital Management LP, 590 Madison Avenue, 38th Floor, New York, NY 10022 (email: robasi@ironsidecap.com), with a copy to outside counsel, Calderwood & Harkness LLP, 125 Broad Street, 44th Floor, New York, NY 10004, Attention: Pamela Cross (email: pcross@calderwoodharkness.com).

5.3 Ad Hoc Reporting

The General Partner shall promptly notify the Limited Partner (and in any event within five (5) business days of the General Partner becoming aware of the applicable event or circumstance) of the occurrence or existence of any of the following:

(a) Any Material Adverse Effect (as defined in the EPA) with respect to the Target or any of its subsidiaries;

(b) Any proposed amendment, waiver, termination, or other modification of the EPA, the debt commitment letter, or the Co-Investment Allocation Agreement, or the receipt by the General Partner of any request or proposal for such amendment, waiver, termination, or modification from the Target, the Selling Shareholders, the lenders, or any other party thereto;

(c) Any proposed capital call or distribution with respect to the Partnership, including the amount, timing, and purpose thereof, in each case not less than ten (10) business days prior to the expected date of such capital call or distribution;

(d) Any litigation, arbitration, administrative proceeding, claim, demand, investigation, or regulatory action involving the Partnership, the Target, the Acquisition Subsidiary, or the Acquisition, or any threatened litigation, arbitration, administrative proceeding, claim, demand, investigation, or regulatory action of which the General Partner becomes aware;

(e) The expiration, termination, lapse, revocation, or withdrawal of any regulatory approval, consent, license, or permit required for the consummation or continued viability of the Acquisition;

(f) Any communication from the Target, the Selling Shareholders, the lenders (including Atlas National Bank, N.A. and Pinnacle Credit Partners LLC), or any regulatory body that could reasonably be expected to have a material effect on the Acquisition, the Partnership, or the Limited Partner's interest therein.

All ad hoc notices under this Section 5.3 shall be delivered to the same recipients and addresses specified in Section 5.2 above.

Section 6. Consent Rights

6.1 The General Partner shall not, without the prior written consent of the Limited Partner, take or permit any of the following actions:

(a) Make any capital call on the Limited Partner other than as expressly contemplated by the LP Agreement and the Co-Investment Allocation Agreement, or increase the LP Commitment or the Total Commitment;

(b) Amend, modify, supplement, or waive any material provision of the EPA, the Co-Investment Allocation Agreement, or any other material transaction document relating to the Acquisition, to the extent such amendment, modification, supplement, or waiver would (i) adversely affect the Partnership or the Limited Partner's interest therein, (ii) increase the aggregate equity commitment of the Partnership, (iii) change the allocation of equity between Fund IV and the Partnership, or (iv) modify the economic terms applicable to the Partnership's investment;

(c) Incur any indebtedness on behalf of the Partnership or create any lien, pledge, charge, security interest, mortgage, or other encumbrance on any of the assets of the Partnership, other than as expressly contemplated by the LP Agreement or the transaction documents relating to the Acquisition;

(d) Admit any additional limited partner or other equity holder to the Partnership;

(e) Extend or modify the duration or terms of any Dormancy Period, other than pursuant to the express provisions of Section 7.04 of the LP Agreement;

(f) Enter into, or agree to enter into, any settlement, compromise, release, or satisfaction of claims or liabilities on behalf of the Partnership in excess of $500,000 individually or $1,000,000 in the aggregate (in each case, exclusive of amounts covered by insurance);

(g) Allocate to the Partnership any expense, cost, liability, or obligation that is not expressly permitted under the LP Agreement or this Side Letter.

6.2 Any request for consent under this Section 6 shall be made in writing, shall describe in reasonable detail the proposed action and the reasons therefor, and shall be accompanied by all relevant supporting documentation. The Limited Partner shall use commercially reasonable efforts to respond to any consent request within fifteen (15) business days of receipt thereof; provided, however, that the failure of the Limited Partner to respond within such period shall be deemed a withholding of consent unless the Limited Partner expressly indicates otherwise in writing.

Section 7. Most Favored Nation (MFN) Provision

7.1 If the General Partner, the Partnership, or any affiliate of the General Partner (including Meridian Infrastructure Partners LP and Fund IV) enters into any side letter, supplemental agreement, letter agreement, or similar arrangement with any other co-investor participating in the Acquisition (whether through the Partnership, through Fund IV, or through a separate co-investment vehicle alongside Fund IV) that provides such co-investor with rights, terms, or conditions that are more favorable in any material respect than those provided to the Limited Partner under the LP Agreement or this Side Letter, the General Partner shall promptly (and in any event within ten (10) business days of the execution of such arrangement) deliver written notice thereof to the Limited Partner, together with a true, correct, and complete copy of such side letter or arrangement (subject to customary confidentiality redactions of the identity of the other co-investor, to the extent practicable).

7.2 Upon receipt of such notice, the Limited Partner shall have the right, exercisable within thirty (30) days following receipt of the notice and the accompanying copy of such side letter or arrangement, to elect to receive the benefit of any or all of the more favorable rights, terms, or conditions set forth therein. Such election shall be made by written notice from the Limited Partner to the General Partner specifying the provisions that the Limited Partner elects to adopt. Upon delivery of such election notice, the LP Agreement and this Side Letter shall be deemed automatically amended, without further action by either party, to incorporate the elected provisions as though originally set forth herein.

7.3 The MFN right set forth in this Section 7 shall apply to, without limitation, the following categories of rights, terms, and conditions: (a) economic terms, including carried interest rates, preferred return rates, management fees, and other fee arrangements; (b) governance and consent rights; (c) information and reporting rights; (d) wind-down, withdrawal, and dissolution rights; (e) transfer restrictions and rights of first refusal; (f) key-person provisions; (g) excuse and exclusion rights; and (h) indemnification and exculpation provisions.

7.4 Notwithstanding the foregoing, the MFN right set forth in this Section 7 shall not apply to: (a) terms that are solely attributable to regulatory, tax, or legal requirements specific to a particular investor, including terms necessary to comply with ERISA, the Bank Holding Company Act, the Volcker Rule, or similar regulatory constraints applicable to a particular investor; or (b) terms relating to commitment size where the differing commitment size is the sole basis for the differing treatment (e.g., a lower carried interest rate offered to a co-investor committing in excess of $500,000,000).

Section 8. Wind-Down Election Right

8.1 18-Month Dormancy Trigger

In accordance with and supplementing Section 7.04(c) of the LP Agreement, if a Material Impediment Event has been declared by the General Partner and the Dormancy Period has continued for a period of eighteen (18) consecutive months without interruption (the date on which such eighteen-month period expires, the "Wind-Down Trigger Date"), the Limited Partner shall have the right, but not the obligation, to elect to cause the Partnership to commence an orderly wind-down of its affairs (a "Wind-Down Election").

For purposes of calculating the Wind-Down Trigger Date, the eighteen (18) month period shall commence on the date on which the General Partner first issued the capital-call suspension notice declaring the Material Impediment Event pursuant to Section 7.04(a) of the LP Agreement. By way of illustration, if the capital-call suspension notice is dated January 9, 2023, the Wind-Down Trigger Date would be July 9, 2024.

8.2 Exercise Mechanics

The Limited Partner may exercise the Wind-Down Election by delivering a written notice to the General Partner (the "Wind-Down Notice") at any time on or after the Wind-Down Trigger Date. The Wind-Down Notice shall be delivered to:

Meridian Infrastructure GP IV LLC 200 Clarendon Street, Suite 4200 Boston, MA 02116

Attention: David R. Hargreaves, Managing Partner

with a copy to:

Breckenridge Sloane & Pratt LLP One Federal Street, Suite 3600 Boston, MA 02110

Attention: Charles A. Delacroix

The Wind-Down Election, once made by delivery of the Wind-Down Notice in accordance with this Section 8.2, shall be irrevocable and binding on the Partnership and the General Partner.

8.3 Consequences of Wind-Down Election

Upon delivery of the Wind-Down Notice in accordance with Section 8.2, the General Partner shall promptly undertake the following actions:

(a) Cease all investment activity on behalf of the Partnership (to the extent not already suspended during the Dormancy Period), and refrain from making any new commitments or investments on behalf of the Partnership;

(b) Take all actions reasonably necessary to wind down the affairs of the Partnership in an orderly manner, including the liquidation, sale, transfer, or other disposition of any assets held by the Partnership (including any interest in the Acquisition Subsidiary), in each case in a commercially reasonable manner designed to maximize value for the partners;

(c) Return to the Limited Partner all uncommitted and uncalled capital (i.e., the unfunded portion of the LP Commitment), which, as of the date hereof, is expected to be approximately $277,500,000, subject to adjustment for any capital calls made and any capital returned prior to the date of the Wind-Down Notice;

(d) Distribute to the Limited Partner all remaining assets of the Partnership (whether in cash or in kind, at the election of the General Partner with the consent of the Limited Partner), net of (i) all outstanding liabilities and obligations of the Partnership, (ii) all wind-down expenses (including legal, accounting, tax preparation, and administrative expenses), and (iii) any reserves reasonably established by the General Partner for contingent liabilities, indemnification obligations, or other potential claims; provided, however, that such reserves shall not exceed $2,500,000 in the aggregate without the prior written consent of the Limited Partner, and provided further that any amounts held in reserve that are not applied to satisfy actual liabilities within twenty-four (24) months following the final distribution shall be distributed to the partners in accordance with their respective partnership interests;

(e) File, or cause to be filed, a Certificate of Cancellation with the Delaware Secretary of State within thirty (30) days following the final distribution to the partners; and

(f) Cause Kendrick Thorne & Associates LLP (or such other qualified tax preparer as may then be engaged by the Partnership) to prepare and deliver to the Limited Partner final Schedules K-1 and all required federal, state, and local tax returns of the Partnership.

The wind-down process described in this Section 8.3 shall be completed within one hundred eighty (180) days of delivery of the Wind-Down Notice, unless such period is extended by mutual written agreement of the General Partner and the Limited Partner. The General Partner shall keep the Limited Partner reasonably informed of the progress of the wind-down and shall provide written status updates at least monthly during the wind-down period.

8.4 Deferral of Wind-Down Election

The Limited Partner's right to make a Wind-Down Election shall not lapse, expire, or be subject to any statute of limitations or similar time bar. Such right shall continue in full force and effect until exercised by the Limited Partner or until the Partnership is otherwise terminated and dissolved in accordance with the LP Agreement.

The Limited Partner may, in its sole and absolute discretion, defer or delay the exercise of its Wind-Down Election for any reason or for no reason, and any such deferral or delay shall not constitute a waiver, release, or abandonment of the Limited Partner's rights under this Section 8. Without limiting the generality of the foregoing, the Limited Partner may elect to defer the Wind-Down Election pending, among other things, (a) developments in any concession renegotiation involving the Target, (b) the outcome of regulatory proceedings before FERC, OPUC, CFIUS, or any other regulatory body, (c) reactivation assessments conducted by the General Partner, (d) changes in market conditions, or (e) any other factor the Limited Partner deems relevant in its sole judgment.

8.5 Reactivation Alternative

If, at any time prior to or following the Wind-Down Trigger Date (but prior to delivery of a Wind-Down Notice), the General Partner determines, in its reasonable good faith judgment, that the Material Impediment Event has been resolved, cured, or substantially mitigated, or that conditions exist for the reactivation of the investment and the consummation of the Acquisition, the General Partner shall deliver a written reactivation proposal (a "Reactivation Notice") to the Limited Partner.

A Reactivation Notice shall include, at a minimum, the following:

(i) A detailed description of the impediment that gave rise to the Material Impediment Event and the manner in which such impediment has been resolved, cured, or mitigated;

(ii) Updated due diligence information and valuation analysis with respect to the Target, including any changes to the Target's financial condition, operations, assets, liabilities, or prospects since the commencement of the Dormancy Period;

(iii) Updated financing terms, including confirmation of the availability and pricing of debt financing for the Acquisition and copies of any amended, restated, or replacement debt commitment letter;

(iv) Updated regulatory status, including confirmation of the current status of all required regulatory approvals (including whether FERC Section 203 approval, OPUC approval, or CFIUS clearance must be re-obtained or refreshed) and any new or modified conditions imposed by any regulatory authority; and

(v) Any proposed modifications to the economic terms of the Partnership or the Acquisition, including any changes to the purchase price, the equity allocation between Fund IV and the Partnership, the terms of the EPA, or the terms of the LP Agreement or this Side Letter.

The Limited Partner shall have thirty (30) days following receipt of a Reactivation Notice to consent to or reject the proposed reactivation, by written notice delivered to the General Partner. If the Limited Partner rejects the proposed reactivation or fails to respond within such thirty (30) day period, the Limited Partner may thereafter exercise its Wind-Down Election in accordance with Section 8.2 above.

If the Limited Partner consents to the proposed reactivation, the Dormancy Period shall be deemed terminated as of the date of such consent, and the provisions of the LP Agreement governing investment activity, capital calls, and distributions shall be reinstated in full force and effect, subject to any modifications agreed upon by the parties in writing. For the avoidance of doubt, the Limited Partner's consent to reactivation shall not constitute a waiver of the Limited Partner's rights under this Section 8 with respect to any subsequent Material Impediment Event or Dormancy Period.

Section 9. Transfer Restrictions

9.1 The Limited Partner shall not directly or indirectly sell, transfer, assign, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of its interest in the Partnership without the prior written consent of the General Partner, which consent shall not be unreasonably withheld, conditioned, or delayed.

9.2 Notwithstanding Section 9.1, the Limited Partner may transfer all or any portion of its interest in the Partnership to any affiliate of Ironside Capital Management LP (as determined in accordance with Section 11.01 of the LP Agreement) without the prior written consent of the General Partner, subject to (a) compliance with all applicable federal and state securities laws and regulations, (b) delivery of customary transfer documentation to the General Partner, including an executed assignment and assumption agreement and a legal opinion of counsel to the transferee in form and substance reasonably satisfactory to the General Partner, and (c) the transferee's agreement in writing to be bound by all of the terms and conditions of the LP Agreement and this Side Letter.

9.3 The General Partner shall not transfer, assign, or delegate its rights, interests, or obligations as general partner of the Partnership without the prior written consent of the Limited Partner, which consent may be withheld in the Limited Partner's sole and absolute discretion.

Section 10. Confidentiality

10.1 The terms and conditions of this Side Letter, and all information provided to the Limited Partner pursuant to this Side Letter or the LP Agreement (collectively, "Confidential Information"), shall be treated as confidential by both parties and shall not be disclosed to any third party without the prior written consent of the other party, except as follows:

(a) Disclosures required by applicable law, rule, regulation, or legal process (including any subpoena, civil investigative demand, or order of a court or governmental authority), provided that the disclosing party shall, to the extent permitted by law, give prior written notice to the other party and cooperate with any reasonable efforts to obtain confidential treatment;

(b) Disclosures to the parties' respective legal, tax, accounting, and financial advisors who have a need to know such information in connection with their engagement and who are bound by obligations of confidentiality, including Calderwood & Harkness LLP, Breckenridge Sloane & Pratt LLP, Kendrick Thorne & Associates LLP, and Halstead & Greer LLP;

(c) Disclosures to existing and prospective limited partners of Fund IV or other investment vehicles managed by Meridian Infrastructure Partners LP or its affiliates, on a no-names basis to the extent practicable, to the extent necessary in connection with fundraising, investor relations, or the operation of such vehicles;

(d) Disclosures required by the U.S. Securities and Exchange Commission or any other governmental authority having jurisdiction over either party; and

(e) Disclosures required in connection with regulatory filings, applications, or proceedings before FERC, OPUC, CFIUS, or any other governmental or regulatory body.

10.2 The obligations of confidentiality set forth in this Section 10 shall survive the termination or dissolution of the Partnership for a period of three (3) years.

Section 11. Relationship to LP Agreement; Conflicts

11.1 This Side Letter supplements the LP Agreement and, together with the LP Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. There are no oral or written agreements, representations, warranties, or understandings between the parties with respect to the subject matter hereof other than as set forth in this Side Letter and the LP Agreement.

11.2 In the event of any conflict or inconsistency between the terms of this Side Letter and the terms of the LP Agreement, the terms of this Side Letter shall control and prevail as between the parties hereto, but only with respect to the Limited Partner's rights, obligations, and interests. For the avoidance of doubt, the LP Agreement shall remain in full force and effect with respect to all matters not addressed by this Side Letter.

11.3 Nothing in this Side Letter shall be deemed to modify, amend, or affect the rights or obligations of any other partner of the Partnership (other than the General Partner and the Limited Partner as expressly set forth herein), nor shall any provision of this Side Letter be construed to create any rights in favor of any third party.

Section 12. Representations and Warranties

12.1 Each party hereby represents and warrants to the other party, as of the date hereof, as follows:

(a) Organization. It is duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) Authority. It has full power, authority, and legal right to execute and deliver this Side Letter and to perform its obligations hereunder. The execution, delivery, and performance of this Side Letter have been duly authorized by all necessary action on the part of such party, including all necessary approvals of its governing body, members, or partners, as applicable.

(c) Enforceability. This Side Letter has been duly authorized, executed, and delivered by such party and constitutes a legal, valid, and binding obligation of such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(d) No Conflict. The execution, delivery, and performance of this Side Letter does not and will not (i) violate, conflict with, or result in a breach of any provision of its certificate of limited partnership, limited partnership agreement, certificate of formation, operating agreement, or other organizational documents, (ii) violate, conflict with, or result in a breach of any material agreement, instrument, order, judgment, decree, or governmental requirement to which it is a party or by which it is bound, or (iii) require any consent, approval, authorization, or filing that has not been obtained or made.

Section 13. Governing Law; Dispute Resolution

13.1 This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles that would result in the application of the laws of any other jurisdiction.

13.2 Any dispute, controversy, or claim arising out of or relating to this Side Letter, including the interpretation, performance, breach, termination, or validity hereof, shall be resolved in accordance with the dispute resolution provisions set forth in Section 13.02 of the LP Agreement, including the arbitration provisions set forth therein, if applicable. To the extent that the LP Agreement does not provide for binding arbitration, the parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware), and each party hereby irrevocably waives any objection to such jurisdiction or venue, including on the basis of forum non conveniens.

13.3 EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SIDE LETTER.

Section 14. Notices

14.1 All notices, requests, demands, consents, approvals, and other communications under this Side Letter shall be in writing and shall be deemed to have been duly given or made when delivered in accordance with this Section 14.

14.2 Notices shall be addressed as follows:

If to the Limited Partner:

Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, NY 10022

Attention: Marcus J. Calloway, Founder & Chief Investment Officer

and Renata Obasi, Senior Managing Director, Infrastructure

with a copy (which shall not constitute notice) to:

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

Attention: Pamela Cross, Responsible Partner

and Nicholas Stern, Billing Partner C&H Matter Number: 1023-00001

If to the General Partner:

Meridian Infrastructure GP IV LLC 200 Clarendon Street, Suite 4200 Boston, MA 02116

Attention: David R. Hargreaves, Managing Partner

with a copy (which shall not constitute notice) to:

Breckenridge Sloane & Pratt LLP One Federal Street, Suite 3600 Boston, MA 02110

Attention: Charles A. Delacroix

14.3 Notice shall be deemed given (a) when delivered by hand or personal delivery, (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), fees prepaid, (c) three (3) business days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, or (d) upon confirmed receipt if sent by facsimile (with a confirming copy sent by overnight courier). Email shall not constitute effective notice under this Side Letter, except as a supplementary communication provided in addition to one of the foregoing methods.

14.4 Either party may change its address for notices under this Side Letter by delivering written notice of such change to the other party in accordance with this Section 14.

Section 15. Amendment and Waiver

15.1 This Side Letter may not be amended, modified, or supplemented except by a written instrument duly executed by both parties hereto. No oral agreement or course of dealing shall constitute an amendment of this Side Letter.

15.2 No waiver of any provision of this Side Letter, or consent to any departure from the terms hereof, shall be effective unless in writing and signed by the party against whom enforcement of such waiver or consent is sought. No waiver shall be deemed a continuing waiver or a waiver of any other provision, and the failure of any party to insist upon strict compliance with any provision of this Side Letter shall not be construed as a waiver thereof.

15.3 No failure or delay by either party in exercising any right, power, or remedy under this Side Letter (including, without limitation, the Limited Partner's right to make a Wind-Down Election under Section 8) shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

Section 16. Severability

If any provision of this Side Letter is held to be invalid, illegal, or unenforceable in any respect by a court or tribunal of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and the remaining provisions shall continue in full force and effect. In the event of any such determination, the parties shall negotiate in good faith to modify this Side Letter so as to give effect to the original intent of the parties to the greatest extent permitted by applicable law.

Section 17. Counterparts

This Side Letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, portable document format (PDF), or other electronic transmission (including Brightwater Software or similar electronic signature platforms) shall be deemed to be, and shall have the same force and effect as, original signatures for all purposes.

[Signature Page Follows]

[Signature Page to Side Letter]

IN WITNESS WHEREOF, the parties hereto have executed this Side Letter as of the date first written above.

IRONSIDE CAPITAL MANAGEMENT LP

By: Ironside Capital Management GP LLC,

its General Partner

By: ________

Name: Marcus J. Calloway

Title: Founder & Chief Investment Officer

Date: July 29, 2022

MERIDIAN INFRASTRUCTURE GP IV LLC

By: ________

Name: David R. Hargreaves

Title: Managing Partner

Date: July 29, 2022

[Acknowledgment Page]

ACKNOWLEDGMENT AND CONSENT

The undersigned, Meridian Infrastructure Partners LP, a Delaware limited partnership, in its capacity as the sponsor and investment manager of Fund IV and as a party to the Co-Investment Allocation Agreement, hereby acknowledges that it has reviewed and is aware of the terms and conditions of the foregoing Side Letter, dated as of July 29, 2022, between Ironside Capital Management LP and Meridian Infrastructure GP IV LLC.

To the extent that any provision of the foregoing Side Letter implicates Fund IV, the Co-Investment Allocation Agreement, or the rights and obligations of Meridian Infrastructure Partners LP or its affiliates, the undersigned hereby consents to such terms and agrees to cooperate in good faith with the General Partner and the Limited Partner in connection with the implementation of such terms.

This acknowledgment and consent is delivered as of the date first set forth above and shall be deemed a part of the foregoing Side Letter for all purposes.

MERIDIAN INFRASTRUCTURE PARTNERS LP

SIDE LETTER
Dated as of July 29, 2022
This Side Letter (this "Side Letter") is entered into as of July 29, 2022, by and between:
Ironside Capital Management LP, a Delaware limited partnership (the "Limited Partner" or "Ironside"), with principal offices at 590 Madison Avenue, 38th Floor, New York, NY 10022;
and
Meridian Infrastructure GP IV LLC, a Delaware limited liability company (the "General Partner" or "GP"), with principal offices at 200 Clarendon Street, Suite 4200, Boston, MA 02116, acting in its capacity as general partner of ICM Cascadia Co-Invest, LP, a Delaware limited partnership (the "Partnership" or the "Vehicle"), formed under the laws of the State of Delaware with Employer Identification Number 88-3921457 and Delaware Secretary of State File Number 7439218.
Reference is made to the Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP, dated as of July 29, 2022 (as may be further amended, restated, supplemented, or otherwise modified from time to time, the "LP Agreement"), entered into by and among the General Partner and the Limited Partner.
RECITALS
WHEREAS, the Partnership was formed as a Delaware limited partnership pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on July 22, 2022, for the purpose of co-investing alongside Meridian Infrastructure Partners Fund IV, LP, a Delaware limited partnership ("Fund IV"), in the acquisition of 100% of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation (the "Target"), through Cascadia Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Partnership and Fund IV (the "Acquisition Subsidiary") (such acquisition, the "Acquisition");
WHEREAS, the Limited Partner has committed to subscribe for a 99.99% limited partnership interest in the Partnership with a capital commitment of $299,970,000 (Two Hundred Ninety-Nine Million Nine Hundred Seventy Thousand Dollars) (the "LP Commitment"), and the General Partner has committed to contribute $30,000 (Thirty Thousand Dollars) representing a 0.01% general partnership interest in the Partnership (the "GP Commitment"), for an aggregate total committed capital of $300,000,000 (Three Hundred Million Dollars) (the "Total Commitment");
WHEREAS, Fund IV has committed $750,000,000 (Seven Hundred Fifty Million Dollars) to the Acquisition, representing approximately 71.43% of total equity, and the Partnership's commitment of $300,000,000 represents approximately 28.57% of total equity of $1,050,000,000 (One Billion Fifty Million Dollars) committed to the Acquisition;
WHEREAS, the General Partner and the Limited Partner desire to supplement and, where expressly stated herein, modify certain provisions of the LP Agreement as set forth in this Side Letter;
WHEREAS, Section 12.09 of the LP Agreement permits the General Partner and any Limited Partner to enter into side letters or other written agreements modifying or supplementing the terms of the LP Agreement with respect to such Limited Partner, without the consent of any other partner, and such side letters or agreements shall be binding on the Partnership; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions
1.1 All capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings ascribed to such terms in the LP Agreement. In the event of any conflict between the definitions set forth in this Section 1 and those set forth in the LP Agreement, the definitions set forth herein shall control for purposes of this Side Letter.
1.2 As used in this Side Letter, the following terms shall have the following meanings:
"Co-Investment Allocation Agreement" means that certain Co-Investment Allocation Agreement, dated as of July 29, 2022, by and between Fund IV and the Partnership, pursuant to which the parties thereto have agreed to allocate their respective equity contributions to the Acquisition Subsidiary in proportion to their respective commitments, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Dormancy Period" means any period during which a Material Impediment Event (as defined in Section 7.04 of the LP Agreement) has been declared by the General Partner and capital calls with respect to the Partnership have been suspended in accordance with the terms of the LP Agreement.
"EPA" means that certain Equity Purchase Agreement to be entered into among the shareholders of the Target (the "Selling Shareholders"), the Target, and the Acquisition Subsidiary, pursuant to which the Acquisition Subsidiary will acquire 100% of the issued and outstanding equity interests of the Target, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Quarterly Report" has the meaning set forth in Section 5.2 of this Side Letter.
"Reactivation Notice" has the meaning set forth in Section 8.5 of this Side Letter.
"Wind-Down Election" has the meaning set forth in Section 8.1 of this Side Letter.
"Wind-Down Notice" has the meaning set forth in Section 8.2 of this Side Letter.
"Wind-Down Trigger Date" has the meaning set forth in Section 8.1 of this Side Letter.
1.3 Additional terms may be defined throughout this Side Letter and, unless otherwise indicated, shall have the meanings ascribed to them in the sections in which they are defined. The words "hereof," "herein," "hereunder," and words of similar import, when used in this Side Letter, shall refer to this Side Letter as a whole and not to any particular provision of this Side Letter. The word "including" shall mean "including, without limitation." References to "Sections" shall refer to Sections of this Side Letter unless otherwise specified.
Section 2. Management Fee Waiver
2.1 Notwithstanding any provision in the LP Agreement to the contrary, the General Partner hereby agrees and confirms that no management fee, advisory fee, monitoring fee, or similar recurring fee of any kind shall be charged to the Partnership or to the Limited Partner in respect of the Limited Partner's interest in the Partnership.
2.2 The management fee waiver set forth in Section 2.1 above shall apply for the entire term of the Partnership, from the date hereof through and including the date of the Partnership's dissolution and final winding up, including without limitation during (a) any Dormancy Period, (b) any period of reactivation of investment activity following a Dormancy Period, (c) any wind-down period following a Wind-Down Election, and (d) any extension of the term of the Partnership for any reason.
2.3 For the avoidance of doubt, the management fee waiver set forth in this Section 2 is specific to the Partnership and to the Limited Partner's co-investment interest therein. Nothing in this Section 2 shall affect, modify, or create any precedent with respect to management fee arrangements applicable to Fund IV, any successor fund, any parallel fund, any alternative investment vehicle, or any other fund or investment vehicle managed, advised, or sponsored by Meridian Infrastructure Partners LP or any of its affiliates. The General Partner reserves the right to charge management fees in connection with any such other fund or vehicle in accordance with the governing documents thereof.
2.4 Each of the parties acknowledges and agrees that the 0% management fee applicable to the Partnership as set forth in this Section 2 constitutes a material inducement to the Limited Partner's participation in the co-investment and was a condition to the Limited Partner's agreement to make the LP Commitment.
Section 3. Carried Interest Terms
3.1 The General Partner confirms that the carried interest (or "performance allocation") payable to the General Partner with respect to the Partnership shall be ten percent (10%) of net profits of the Partnership above the Preferred Return (as defined below), as set forth in Article VIII of the LP Agreement, and no greater amount.
3.2 The "Preferred Return" shall be a cumulative, compounded preferred return on invested capital at a rate of eight percent (8%) per annum, compounded quarterly. The Preferred Return shall accrue from the date on which each dollar of capital is drawn down from the Limited Partner and shall be calculated in accordance with the methodology set forth in Article VIII of the LP Agreement.
3.3 Each of the parties acknowledges and agrees that the ten percent (10%) carried interest rate applicable to the Partnership is reduced from the twenty percent (20%) carried interest applicable to limited partners participating through Fund IV's main limited partnership structure. This reduction reflects the co-investment nature of the Vehicle, the size of the LP Commitment, the direct relationship between the Limited Partner and the General Partner, and the Limited Partner's agreement to bear its proportionate share of transaction costs and Partnership expenses without offset against management fees.
3.4 Carried interest shall be calculated on a deal-by-deal basis with respect to the Cascadia investment, subject to the clawback mechanism set forth in Section 8.04 of the LP Agreement, which provides that, upon the dissolution and final winding up of the Partnership, the General Partner shall return to the Partnership any carried interest distributions received by the General Partner to the extent that, after giving effect to all distributions and allocations over the life of the Partnership, the General Partner would have received carried interest distributions in excess of ten percent (10%) of the cumulative net profits of the Partnership above the Preferred Return.
3.5 For the avoidance of doubt, there shall be no "catch-up" provision with respect to the carried interest payable to the General Partner under the LP Agreement or this Side Letter, unless otherwise expressly specified in the LP Agreement. The General Partner shall not be entitled to receive any share of profits until the Limited Partner has received a return of its contributed capital and the Preferred Return thereon.
Section 4. Expense Allocation and Transparency
4.1 Pro Rata Expense Allocation. The General Partner shall allocate expenses to the Partnership only to the extent permitted under Section 6.03 of the LP Agreement and only in proportion to the Partnership's 28.57% share of total equity in the Acquisition Subsidiary, unless the expense is specific to the Partnership and not shared with Fund IV. Expenses that are specific to the Partnership (including, without limitation, organizational expenses of the Partnership, placement-agent fees, fund administration costs, audit fees, and tax preparation costs) shall be borne entirely by the Partnership.
4.2 Dormancy Period Expenses. During any Dormancy Period, the annualized operating expenses allocable to the Partnership are estimated at approximately $185,000 per annum, consisting of the following:
(a) Fund administration fees payable to Kendrick Thorne & Associates LLP;
(b) Registered agent fees payable to Cascade Systems;
(c) Delaware franchise taxes;
(d) Audit fees; and
(e) Schedule K-1 preparation and tax compliance costs.
The foregoing estimate is provided for informational purposes only and is not a cap on Dormancy Period expenses. Actual expenses may vary based on the complexity of tax filings, the number of regulatory filings required, and other factors. The General Partner shall use commercially reasonable efforts to minimize Dormancy Period expenses.
4.3 Quarterly Expense Accounting. The General Partner shall provide the Limited Partner with an itemized accounting of all expenses charged to or borne by the Partnership within thirty (30) days following the end of each fiscal quarter. Such itemized accounting shall include, at a minimum, (i) a description of each expense, (ii) the payee, (iii) the amount, (iv) the date incurred, and (v) the basis for allocation to the Partnership (including whether the expense is a shared Acquisition expense or a Partnership-specific expense).
4.4 Placement-Agent Fee. The parties confirm and acknowledge that a placement-agent fee of $1,050,000 was paid to Rivermark Capital Markets Inc. in connection with the formation of the Partnership and the Limited Partner's commitment, representing 0.35% of the Total Commitment of $300,000,000. Such fee was charged against Capital Call #1 proceeds and shall not be subject to reimbursement, recoupment, or any additional charges to the Limited Partner or the Partnership.
4.5 R&W Insurance Premium. The parties further confirm and acknowledge that a representations and warranties insurance premium deposit of $4,875,000 was paid to Northgate Specialty Insurance Co. in connection with Policy No. NSW-RI-2022-09814 (coverage limit of $195,000,000) relating to the Acquisition. Such premium deposit was charged against Capital Call #1 proceeds in proportion to the Partnership's 28.57% share of total equity in the Acquisition Subsidiary.
4.6 Debt Commitment Letter Extension Costs. Any costs associated with the extension of the debt commitment letter provided by Atlas National Bank, N.A. and Pinnacle Credit Partners LLC (or any replacement or supplemental financing commitment), including without limitation extension fees, ticking fees, amendment fees, and related legal expenses, shall be borne by Fund IV and shall not be allocated to the Partnership, unless the Partnership expressly consents to such allocation in a writing signed by the Limited Partner. The foregoing restriction shall apply regardless of whether the extension costs relate to the Partnership's proportionate share of the debt financing.
Section 5. Enhanced Reporting Obligations
5.1 Standard Reporting
In addition to, and without limitation of, the reporting obligations set forth in Section 9.01 of the LP Agreement, the General Partner shall provide the Limited Partner with the following:
(a) Quarterly Financial Statements. Within forty-five (45) days of the end of each fiscal quarter (March 31, June 30, September 30, and December 31), unaudited quarterly financial statements of the Partnership prepared in accordance with United States generally accepted accounting principles ("GAAP"), including (i) a balance sheet as of the end of such fiscal quarter, (ii) a statement of operations for such fiscal quarter and for the year-to-date period then ended, (iii) a statement of changes in partners' capital for such fiscal quarter and for the year-to-date period then ended, and (iv) a statement of cash flows for such fiscal quarter and for the year-to-date period then ended.
(b) Annual Audited Financial Statements. Within ninety (90) days of the end of each fiscal year, annual audited financial statements of the Partnership prepared in accordance with GAAP and audited by a nationally recognized independent registered public accounting firm selected by the General Partner, including an unqualified opinion thereon, together with a balance sheet, statement of operations, statement of changes in partners' capital, and statement of cash flows.
(c) Schedule K-1. For each tax year during which the Partnership is in existence, a Schedule K-1 (Form 1065) for the Limited Partner within seventy-five (75) days of the end of each fiscal year. Such Schedule K-1 shall be prepared by Kendrick Thorne & Associates LLP in its capacity as fund administrator and tax preparer for the Partnership, or such other qualified tax preparer as the General Partner may designate from time to time with prior written notice to the Limited Partner.
(d) Regulatory Correspondence. Copies of all material correspondence between the General Partner (or any affiliate thereof, including Fund IV) and any regulatory authority, including without limitation the Federal Energy Regulatory Commission ("FERC"), the Oregon Public Utility Commission ("OPUC"), and the Committee on Foreign Investment in the United States ("CFIUS"), to the extent such correspondence relates to the Acquisition, the Target, or the Partnership, promptly upon the General Partner's receipt or dispatch of such correspondence.
(e) Transaction Document Amendments. Copies of all amendments, supplements, modifications, waivers, or consents relating to the EPA, the debt commitment letter, the Co-Investment Allocation Agreement, or any other material transaction document relating to the Acquisition, promptly upon execution thereof.
5.2 Quarterly Status Reports During Dormancy
During any Dormancy Period, the General Partner shall provide the Limited Partner with a written quarterly status report (each, a "Quarterly Report") within thirty (30) days following the end of each calendar quarter. Each Quarterly Report shall set forth, in reasonable detail:
(i) The status of the Material Impediment Event that gave rise to the Dormancy Period, including any material developments relating to the underlying conditions, circumstances, or events giving rise to such Material Impediment Event;
(ii) The status of any concession renegotiation, tariff proceedings, rate case proceedings, or other regulatory proceedings affecting the Target or the Acquisition, including a summary of any submissions, orders, or rulings issued during the quarter;
(iii) The status of all regulatory approvals required for the consummation of the Acquisition, including without limitation FERC Section 203 approval, OPUC approval, and CFIUS clearance, and any conditions, undertakings, or commitments imposed or proposed by any regulatory authority;
(iv) The status of the debt commitment letter and any financing arrangements relating to the Acquisition, including any extensions, amendments, modifications, or terminations thereof, and any changes to the terms, pricing, or availability of the committed financing;
(v) A summary of all expenses incurred by or on behalf of the Partnership during the quarter, presented in the format described in Section 4.3 of this Side Letter;
(vi) An assessment by the General Partner, in its reasonable good faith judgment, of the likelihood and expected timeline for reactivation of the investment or, alternatively, the General Partner's recommendations with respect to wind-down of the Partnership; and
(vii) Any other information reasonably requested by the Limited Partner by written notice delivered to the General Partner at least ten (10) business days prior to the end of the applicable calendar quarter.
Quarterly Reports shall be delivered to: Renata Obasi, Senior Managing Director, Infrastructure, Ironside Capital Management LP, 590 Madison Avenue, 38th Floor, New York, NY 10022 (email: robasi@ironsidecap.com), with a copy to outside counsel, Calderwood & Harkness LLP, 125 Broad Street, 44th Floor, New York, NY 10004, Attention: Pamela Cross (email: pcross@calderwoodharkness.com).
5.3 Ad Hoc Reporting
The General Partner shall promptly notify the Limited Partner (and in any event within five (5) business days of the General Partner becoming aware of the applicable event or circumstance) of the occurrence or existence of any of the following:
(a) Any Material Adverse Effect (as defined in the EPA) with respect to the Target or any of its subsidiaries;
(b) Any proposed amendment, waiver, termination, or other modification of the EPA, the debt commitment letter, or the Co-Investment Allocation Agreement, or the receipt by the General Partner of any request or proposal for such amendment, waiver, termination, or modification from the Target, the Selling Shareholders, the lenders, or any other party thereto;
(c) Any proposed capital call or distribution with respect to the Partnership, including the amount, timing, and purpose thereof, in each case not less than ten (10) business days prior to the expected date of such capital call or distribution;
(d) Any litigation, arbitration, administrative proceeding, claim, demand, investigation, or regulatory action involving the Partnership, the Target, the Acquisition Subsidiary, or the Acquisition, or any threatened litigation, arbitration, administrative proceeding, claim, demand, investigation, or regulatory action of which the General Partner becomes aware;
(e) The expiration, termination, lapse, revocation, or withdrawal of any regulatory approval, consent, license, or permit required for the consummation or continued viability of the Acquisition;
(f) Any communication from the Target, the Selling Shareholders, the lenders (including Atlas National Bank, N.A. and Pinnacle Credit Partners LLC), or any regulatory body that could reasonably be expected to have a material effect on the Acquisition, the Partnership, or the Limited Partner's interest therein.
All ad hoc notices under this Section 5.3 shall be delivered to the same recipients and addresses specified in Section 5.2 above.
Section 6. Consent Rights
6.1 The General Partner shall not, without the prior written consent of the Limited Partner, take or permit any of the following actions:
(a) Make any capital call on the Limited Partner other than as expressly contemplated by the LP Agreement and the Co-Investment Allocation Agreement, or increase the LP Commitment or the Total Commitment;
(b) Amend, modify, supplement, or waive any material provision of the EPA, the Co-Investment Allocation Agreement, or any other material transaction document relating to the Acquisition, to the extent such amendment, modification, supplement, or waiver would (i) adversely affect the Partnership or the Limited Partner's interest therein, (ii) increase the aggregate equity commitment of the Partnership, (iii) change the allocation of equity between Fund IV and the Partnership, or (iv) modify the economic terms applicable to the Partnership's investment;
(c) Incur any indebtedness on behalf of the Partnership or create any lien, pledge, charge, security interest, mortgage, or other encumbrance on any of the assets of the Partnership, other than as expressly contemplated by the LP Agreement or the transaction documents relating to the Acquisition;
(d) Admit any additional limited partner or other equity holder to the Partnership;
(e) Extend or modify the duration or terms of any Dormancy Period, other than pursuant to the express provisions of Section 7.04 of the LP Agreement;
(f) Enter into, or agree to enter into, any settlement, compromise, release, or satisfaction of claims or liabilities on behalf of the Partnership in excess of $500,000 individually or $1,000,000 in the aggregate (in each case, exclusive of amounts covered by insurance);
(g) Allocate to the Partnership any expense, cost, liability, or obligation that is not expressly permitted under the LP Agreement or this Side Letter.
6.2 Any request for consent under this Section 6 shall be made in writing, shall describe in reasonable detail the proposed action and the reasons therefor, and shall be accompanied by all relevant supporting documentation. The Limited Partner shall use commercially reasonable efforts to respond to any consent request within fifteen (15) business days of receipt thereof; provided, however, that the failure of the Limited Partner to respond within such period shall be deemed a withholding of consent unless the Limited Partner expressly indicates otherwise in writing.
Section 7. Most Favored Nation (MFN) Provision
7.1 If the General Partner, the Partnership, or any affiliate of the General Partner (including Meridian Infrastructure Partners LP and Fund IV) enters into any side letter, supplemental agreement, letter agreement, or similar arrangement with any other co-investor participating in the Acquisition (whether through the Partnership, through Fund IV, or through a separate co-investment vehicle alongside Fund IV) that provides such co-investor with rights, terms, or conditions that are more favorable in any material respect than those provided to the Limited Partner under the LP Agreement or this Side Letter, the General Partner shall promptly (and in any event within ten (10) business days of the execution of such arrangement) deliver written notice thereof to the Limited Partner, together with a true, correct, and complete copy of such side letter or arrangement (subject to customary confidentiality redactions of the identity of the other co-investor, to the extent practicable).
7.2 Upon receipt of such notice, the Limited Partner shall have the right, exercisable within thirty (30) days following receipt of the notice and the accompanying copy of such side letter or arrangement, to elect to receive the benefit of any or all of the more favorable rights, terms, or conditions set forth therein. Such election shall be made by written notice from the Limited Partner to the General Partner specifying the provisions that the Limited Partner elects to adopt. Upon delivery of such election notice, the LP Agreement and this Side Letter shall be deemed automatically amended, without further action by either party, to incorporate the elected provisions as though originally set forth herein.
7.3 The MFN right set forth in this Section 7 shall apply to, without limitation, the following categories of rights, terms, and conditions: (a) economic terms, including carried interest rates, preferred return rates, management fees, and other fee arrangements; (b) governance and consent rights; (c) information and reporting rights; (d) wind-down, withdrawal, and dissolution rights; (e) transfer restrictions and rights of first refusal; (f) key-person provisions; (g) excuse and exclusion rights; and (h) indemnification and exculpation provisions.
7.4 Notwithstanding the foregoing, the MFN right set forth in this Section 7 shall not apply to: (a) terms that are solely attributable to regulatory, tax, or legal requirements specific to a particular investor, including terms necessary to comply with ERISA, the Bank Holding Company Act, the Volcker Rule, or similar regulatory constraints applicable to a particular investor; or (b) terms relating to commitment size where the differing commitment size is the sole basis for the differing treatment (e.g., a lower carried interest rate offered to a co-investor committing in excess of $500,000,000).
Section 8. Wind-Down Election Right
8.1 18-Month Dormancy Trigger
In accordance with and supplementing Section 7.04(c) of the LP Agreement, if a Material Impediment Event has been declared by the General Partner and the Dormancy Period has continued for a period of eighteen (18) consecutive months without interruption (the date on which such eighteen-month period expires, the "Wind-Down Trigger Date"), the Limited Partner shall have the right, but not the obligation, to elect to cause the Partnership to commence an orderly wind-down of its affairs (a "Wind-Down Election").
For purposes of calculating the Wind-Down Trigger Date, the eighteen (18) month period shall commence on the date on which the General Partner first issued the capital-call suspension notice declaring the Material Impediment Event pursuant to Section 7.04(a) of the LP Agreement. By way of illustration, if the capital-call suspension notice is dated January 9, 2023, the Wind-Down Trigger Date would be July 9, 2024.
8.2 Exercise Mechanics
The Limited Partner may exercise the Wind-Down Election by delivering a written notice to the General Partner (the "Wind-Down Notice") at any time on or after the Wind-Down Trigger Date. The Wind-Down Notice shall be delivered to:
Meridian Infrastructure GP IV LLC 200 Clarendon Street, Suite 4200 Boston, MA 02116
Attention: David R. Hargreaves, Managing Partner
with a copy to:
Breckenridge Sloane & Pratt LLP One Federal Street, Suite 3600 Boston, MA 02110
Attention: Charles A. Delacroix
The Wind-Down Election, once made by delivery of the Wind-Down Notice in accordance with this Section 8.2, shall be irrevocable and binding on the Partnership and the General Partner.
8.3 Consequences of Wind-Down Election
Upon delivery of the Wind-Down Notice in accordance with Section 8.2, the General Partner shall promptly undertake the following actions:
(a) Cease all investment activity on behalf of the Partnership (to the extent not already suspended during the Dormancy Period), and refrain from making any new commitments or investments on behalf of the Partnership;
(b) Take all actions reasonably necessary to wind down the affairs of the Partnership in an orderly manner, including the liquidation, sale, transfer, or other disposition of any assets held by the Partnership (including any interest in the Acquisition Subsidiary), in each case in a commercially reasonable manner designed to maximize value for the partners;
(c) Return to the Limited Partner all uncommitted and uncalled capital (i.e., the unfunded portion of the LP Commitment), which, as of the date hereof, is expected to be approximately $277,500,000, subject to adjustment for any capital calls made and any capital returned prior to the date of the Wind-Down Notice;
(d) Distribute to the Limited Partner all remaining assets of the Partnership (whether in cash or in kind, at the election of the General Partner with the consent of the Limited Partner), net of (i) all outstanding liabilities and obligations of the Partnership, (ii) all wind-down expenses (including legal, accounting, tax preparation, and administrative expenses), and (iii) any reserves reasonably established by the General Partner for contingent liabilities, indemnification obligations, or other potential claims; provided, however, that such reserves shall not exceed $2,500,000 in the aggregate without the prior written consent of the Limited Partner, and provided further that any amounts held in reserve that are not applied to satisfy actual liabilities within twenty-four (24) months following the final distribution shall be distributed to the partners in accordance with their respective partnership interests;
(e) File, or cause to be filed, a Certificate of Cancellation with the Delaware Secretary of State within thirty (30) days following the final distribution to the partners; and
(f) Cause Kendrick Thorne & Associates LLP (or such other qualified tax preparer as may then be engaged by the Partnership) to prepare and deliver to the Limited Partner final Schedules K-1 and all required federal, state, and local tax returns of the Partnership.
The wind-down process described in this Section 8.3 shall be completed within one hundred eighty (180) days of delivery of the Wind-Down Notice, unless such period is extended by mutual written agreement of the General Partner and the Limited Partner. The General Partner shall keep the Limited Partner reasonably informed of the progress of the wind-down and shall provide written status updates at least monthly during the wind-down period.
8.4 Deferral of Wind-Down Election
The Limited Partner's right to make a Wind-Down Election shall not lapse, expire, or be subject to any statute of limitations or similar time bar. Such right shall continue in full force and effect until exercised by the Limited Partner or until the Partnership is otherwise terminated and dissolved in accordance with the LP Agreement.
The Limited Partner may, in its sole and absolute discretion, defer or delay the exercise of its Wind-Down Election for any reason or for no reason, and any such deferral or delay shall not constitute a waiver, release, or abandonment of the Limited Partner's rights under this Section 8. Without limiting the generality of the foregoing, the Limited Partner may elect to defer the Wind-Down Election pending, among other things, (a) developments in any concession renegotiation involving the Target, (b) the outcome of regulatory proceedings before FERC, OPUC, CFIUS, or any other regulatory body, (c) reactivation assessments conducted by the General Partner, (d) changes in market conditions, or (e) any other factor the Limited Partner deems relevant in its sole judgment.
8.5 Reactivation Alternative
If, at any time prior to or following the Wind-Down Trigger Date (but prior to delivery of a Wind-Down Notice), the General Partner determines, in its reasonable good faith judgment, that the Material Impediment Event has been resolved, cured, or substantially mitigated, or that conditions exist for the reactivation of the investment and the consummation of the Acquisition, the General Partner shall deliver a written reactivation proposal (a "Reactivation Notice") to the Limited Partner.
A Reactivation Notice shall include, at a minimum, the following:
(i) A detailed description of the impediment that gave rise to the Material Impediment Event and the manner in which such impediment has been resolved, cured, or mitigated;
(ii) Updated due diligence information and valuation analysis with respect to the Target, including any changes to the Target's financial condition, operations, assets, liabilities, or prospects since the commencement of the Dormancy Period;
(iii) Updated financing terms, including confirmation of the availability and pricing of debt financing for the Acquisition and copies of any amended, restated, or replacement debt commitment letter;
(iv) Updated regulatory status, including confirmation of the current status of all required regulatory approvals (including whether FERC Section 203 approval, OPUC approval, or CFIUS clearance must be re-obtained or refreshed) and any new or modified conditions imposed by any regulatory authority; and
(v) Any proposed modifications to the economic terms of the Partnership or the Acquisition, including any changes to the purchase price, the equity allocation between Fund IV and the Partnership, the terms of the EPA, or the terms of the LP Agreement or this Side Letter.
The Limited Partner shall have thirty (30) days following receipt of a Reactivation Notice to consent to or reject the proposed reactivation, by written notice delivered to the General Partner. If the Limited Partner rejects the proposed reactivation or fails to respond within such thirty (30) day period, the Limited Partner may thereafter exercise its Wind-Down Election in accordance with Section 8.2 above.
If the Limited Partner consents to the proposed reactivation, the Dormancy Period shall be deemed terminated as of the date of such consent, and the provisions of the LP Agreement governing investment activity, capital calls, and distributions shall be reinstated in full force and effect, subject to any modifications agreed upon by the parties in writing. For the avoidance of doubt, the Limited Partner's consent to reactivation shall not constitute a waiver of the Limited Partner's rights under this Section 8 with respect to any subsequent Material Impediment Event or Dormancy Period.
Section 9. Transfer Restrictions
9.1 The Limited Partner shall not directly or indirectly sell, transfer, assign, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of its interest in the Partnership without the prior written consent of the General Partner, which consent shall not be unreasonably withheld, conditioned, or delayed.
9.2 Notwithstanding Section 9.1, the Limited Partner may transfer all or any portion of its interest in the Partnership to any affiliate of Ironside Capital Management LP (as determined in accordance with Section 11.01 of the LP Agreement) without the prior written consent of the General Partner, subject to (a) compliance with all applicable federal and state securities laws and regulations, (b) delivery of customary transfer documentation to the General Partner, including an executed assignment and assumption agreement and a legal opinion of counsel to the transferee in form and substance reasonably satisfactory to the General Partner, and (c) the transferee's agreement in writing to be bound by all of the terms and conditions of the LP Agreement and this Side Letter.
9.3 The General Partner shall not transfer, assign, or delegate its rights, interests, or obligations as general partner of the Partnership without the prior written consent of the Limited Partner, which consent may be withheld in the Limited Partner's sole and absolute discretion.
Section 10. Confidentiality
10.1 The terms and conditions of this Side Letter, and all information provided to the Limited Partner pursuant to this Side Letter or the LP Agreement (collectively, "Confidential Information"), shall be treated as confidential by both parties and shall not be disclosed to any third party without the prior written consent of the other party, except as follows:
(a) Disclosures required by applicable law, rule, regulation, or legal process (including any subpoena, civil investigative demand, or order of a court or governmental authority), provided that the disclosing party shall, to the extent permitted by law, give prior written notice to the other party and cooperate with any reasonable efforts to obtain confidential treatment;
(b) Disclosures to the parties' respective legal, tax, accounting, and financial advisors who have a need to know such information in connection with their engagement and who are bound by obligations of confidentiality, including Calderwood & Harkness LLP, Breckenridge Sloane & Pratt LLP, Kendrick Thorne & Associates LLP, and Halstead & Greer LLP;
(c) Disclosures to existing and prospective limited partners of Fund IV or other investment vehicles managed by Meridian Infrastructure Partners LP or its affiliates, on a no-names basis to the extent practicable, to the extent necessary in connection with fundraising, investor relations, or the operation of such vehicles;
(d) Disclosures required by the U.S. Securities and Exchange Commission or any other governmental authority having jurisdiction over either party; and
(e) Disclosures required in connection with regulatory filings, applications, or proceedings before FERC, OPUC, CFIUS, or any other governmental or regulatory body.
10.2 The obligations of confidentiality set forth in this Section 10 shall survive the termination or dissolution of the Partnership for a period of three (3) years.
Section 11. Relationship to LP Agreement; Conflicts
11.1 This Side Letter supplements the LP Agreement and, together with the LP Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. There are no oral or written agreements, representations, warranties, or understandings between the parties with respect to the subject matter hereof other than as set forth in this Side Letter and the LP Agreement.
11.2 In the event of any conflict or inconsistency between the terms of this Side Letter and the terms of the LP Agreement, the terms of this Side Letter shall control and prevail as between the parties hereto, but only with respect to the Limited Partner's rights, obligations, and interests. For the avoidance of doubt, the LP Agreement shall remain in full force and effect with respect to all matters not addressed by this Side Letter.
11.3 Nothing in this Side Letter shall be deemed to modify, amend, or affect the rights or obligations of any other partner of the Partnership (other than the General Partner and the Limited Partner as expressly set forth herein), nor shall any provision of this Side Letter be construed to create any rights in favor of any third party.
Section 12. Representations and Warranties
12.1 Each party hereby represents and warrants to the other party, as of the date hereof, as follows:
(a) Organization. It is duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Authority. It has full power, authority, and legal right to execute and deliver this Side Letter and to perform its obligations hereunder. The execution, delivery, and performance of this Side Letter have been duly authorized by all necessary action on the part of such party, including all necessary approvals of its governing body, members, or partners, as applicable.
(c) Enforceability. This Side Letter has been duly authorized, executed, and delivered by such party and constitutes a legal, valid, and binding obligation of such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) No Conflict. The execution, delivery, and performance of this Side Letter does not and will not (i) violate, conflict with, or result in a breach of any provision of its certificate of limited partnership, limited partnership agreement, certificate of formation, operating agreement, or other organizational documents, (ii) violate, conflict with, or result in a breach of any material agreement, instrument, order, judgment, decree, or governmental requirement to which it is a party or by which it is bound, or (iii) require any consent, approval, authorization, or filing that has not been obtained or made.
Section 13. Governing Law; Dispute Resolution
13.1 This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles that would result in the application of the laws of any other jurisdiction.
13.2 Any dispute, controversy, or claim arising out of or relating to this Side Letter, including the interpretation, performance, breach, termination, or validity hereof, shall be resolved in accordance with the dispute resolution provisions set forth in Section 13.02 of the LP Agreement, including the arbitration provisions set forth therein, if applicable. To the extent that the LP Agreement does not provide for binding arbitration, the parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware), and each party hereby irrevocably waives any objection to such jurisdiction or venue, including on the basis of forum non conveniens.
13.3 EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SIDE LETTER.
Section 14. Notices
14.1 All notices, requests, demands, consents, approvals, and other communications under this Side Letter shall be in writing and shall be deemed to have been duly given or made when delivered in accordance with this Section 14.
14.2 Notices shall be addressed as follows:
If to the Limited Partner:
Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, NY 10022
Attention: Marcus J. Calloway, Founder & Chief Investment Officer
and Renata Obasi, Senior Managing Director, Infrastructure
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004
Attention: Pamela Cross, Responsible Partner
and Nicholas Stern, Billing Partner C&H Matter Number: 1023-00001
If to the General Partner:
Meridian Infrastructure GP IV LLC 200 Clarendon Street, Suite 4200 Boston, MA 02116
Attention: David R. Hargreaves, Managing Partner
with a copy (which shall not constitute notice) to:
Breckenridge Sloane & Pratt LLP One Federal Street, Suite 3600 Boston, MA 02110
Attention: Charles A. Delacroix
14.3 Notice shall be deemed given (a) when delivered by hand or personal delivery, (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), fees prepaid, (c) three (3) business days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, or (d) upon confirmed receipt if sent by facsimile (with a confirming copy sent by overnight courier). Email shall not constitute effective notice under this Side Letter, except as a supplementary communication provided in addition to one of the foregoing methods.
14.4 Either party may change its address for notices under this Side Letter by delivering written notice of such change to the other party in accordance with this Section 14.
Section 15. Amendment and Waiver
15.1 This Side Letter may not be amended, modified, or supplemented except by a written instrument duly executed by both parties hereto. No oral agreement or course of dealing shall constitute an amendment of this Side Letter.
15.2 No waiver of any provision of this Side Letter, or consent to any departure from the terms hereof, shall be effective unless in writing and signed by the party against whom enforcement of such waiver or consent is sought. No waiver shall be deemed a continuing waiver or a waiver of any other provision, and the failure of any party to insist upon strict compliance with any provision of this Side Letter shall not be construed as a waiver thereof.
15.3 No failure or delay by either party in exercising any right, power, or remedy under this Side Letter (including, without limitation, the Limited Partner's right to make a Wind-Down Election under Section 8) shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
Section 16. Severability
If any provision of this Side Letter is held to be invalid, illegal, or unenforceable in any respect by a court or tribunal of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and the remaining provisions shall continue in full force and effect. In the event of any such determination, the parties shall negotiate in good faith to modify this Side Letter so as to give effect to the original intent of the parties to the greatest extent permitted by applicable law.
Section 17. Counterparts
This Side Letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, portable document format (PDF), or other electronic transmission (including Brightwater Software or similar electronic signature platforms) shall be deemed to be, and shall have the same force and effect as, original signatures for all purposes.
[Signature Page Follows]
[Signature Page to Side Letter]
IN WITNESS WHEREOF, the parties hereto have executed this Side Letter as of the date first written above.
IRONSIDE CAPITAL MANAGEMENT LP
By: Ironside Capital Management GP LLC,
its General Partner
By: ________
Name: Marcus J. Calloway
Title: Founder & Chief Investment Officer
Date: July 29, 2022
MERIDIAN INFRASTRUCTURE GP IV LLC
By: ________
Name: David R. Hargreaves
Title: Managing Partner
Date: July 29, 2022
[Acknowledgment Page]
ACKNOWLEDGMENT AND CONSENT
The undersigned, Meridian Infrastructure Partners LP, a Delaware limited partnership, in its capacity as the sponsor and investment manager of Fund IV and as a party to the Co-Investment Allocation Agreement, hereby acknowledges that it has reviewed and is aware of the terms and conditions of the foregoing Side Letter, dated as of July 29, 2022, between Ironside Capital Management LP and Meridian Infrastructure GP IV LLC.
To the extent that any provision of the foregoing Side Letter implicates Fund IV, the Co-Investment Allocation Agreement, or the rights and obligations of Meridian Infrastructure Partners LP or its affiliates, the undersigned hereby consents to such terms and agrees to cooperate in good faith with the General Partner and the Limited Partner in connection with the implementation of such terms.
This acknowledgment and consent is delivered as of the date first set forth above and shall be deemed a part of the foregoing Side Letter for all purposes.
MERIDIAN INFRASTRUCTURE PARTNERS LP
By: Meridian Infrastructure Partners GP LLC,
its General Partner
By: ________
Name: David R. Hargreaves
Title: Managing Partner
Date: July 29, 2022

SIDE LETTER

RECITALS

IRONSIDE CAPITAL MANAGEMENT LP

MERIDIAN INFRASTRUCTURE GP IV LLC

ACKNOWLEDGMENT AND CONSENT

MERIDIAN INFRASTRUCTURE PARTNERS LP

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Parties

Dates

Amounts