1023-00001 · Ironside Capital Management LP · Transaction Documents/Insurance

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SIDE LETTER AGREEMENT RE: TOLLING OF COVERAGE PERIOD

Representations and Warranties Insurance Policy No. NSW-RI-2022-09814

Dated as of January 20, 2023

This Side Letter Agreement (this "Side Letter"), dated as of January 20, 2023, is entered into by and between Northgate Specialty Insurance Co., a Connecticut insurance company (the "Insurer"), and ICM Cascadia Co-Invest, LP, a Delaware limited partnership (EIN: 88-3921457) (the "Insured" or the "Named Insured"), with reference to that certain Representations and Warranties Insurance Policy No. NSW-RI-2022-09814 (the "Policy"), bound on September 1, 2022, with a premium deposit of Four Million Eight Hundred Seventy-Five Thousand Dollars ($4,875,000) paid on September 2, 2022, providing a coverage limit of One Hundred Ninety-Five Million Dollars ($195,000,000) (representing ten percent (10%) of the enterprise value of One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000)). The Policy was issued in connection with the proposed acquisition (the "Transaction") of one hundred percent (100%) of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation (the "Target"), by Cascadia Acquisition Corp., a Delaware corporation ("AcquisitionCo"), pursuant to that certain Equity Purchase Agreement dated as of September 15, 2022 (as amended by the First Amendment to the Equity Purchase Agreement dated November 22, 2022, the "EPA"), among the Selling Shareholders (consisting of Timberline Growth Equity Fund III, LP, the Weir Family Trust, and the Management Rollover Pool), the Target, and AcquisitionCo. The Insured is a co-investment vehicle organized to participate alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV") in the Transaction, with ICM Cascadia Co-Invest, LP holding a twenty-eight and fifty-seven hundredths percent (28.57%) equity interest (representing a Three Hundred Million Dollar ($300,000,000) commitment) and Fund IV holding a seventy-one and forty-three hundredths percent (71.43%) equity interest (representing a Seven Hundred Fifty Million Dollar ($750,000,000) commitment).

RECITALS

A. The Policy. The Insurer bound the Policy on September 1, 2022, providing representations and warranties insurance coverage in connection with the Transaction. The Policy provides for a coverage limit of One Hundred Ninety-Five Million Dollars ($195,000,000), and a premium deposit of Four Million Eight Hundred Seventy-Five Thousand Dollars ($4,875,000), representing a rate of two and one-half percent (2.5%) on the coverage limit, was paid by the Insured to the Insurer on September 2, 2022. The Policy is attached hereto as Exhibit A (Declaration Page only) and incorporated herein by reference.

B. The Transaction and EPA. The Transaction contemplates the acquisition of one hundred percent (100%) of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc. at an agreed enterprise value of One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000). The EPA was executed on September 15, 2022, among the Selling Shareholders, the Target, and AcquisitionCo, and was subsequently amended by the First Amendment to the Equity Purchase Agreement dated November 22, 2022, which, among other things, extended the outside date for the closing of the Transaction from December 31, 2022 to March 31, 2023. The EPA is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles thereof.

C. Material Adverse Development and Transaction Delay. On or about October 28, 2022, the Portland Metropolitan Water District (the "PMWD") notified the Target of its intent to renegotiate certain material terms of the forty (40)-year water-treatment concession for the Bull Run Filtration Project (originally executed in or about 2018, and generating annual revenue of approximately Sixty-Four Million Dollars ($64,000,000)) (the "Bull Run Concession"), citing changed regulatory requirements under Oregon Senate Bill 1567 (2022). The potential renegotiation of the Bull Run Concession constitutes a material development affecting the economics, risk profile, and expected financial performance of the Target, and as a result of such development, the closing of the Transaction has been delayed beyond the originally contemplated timeframe.

D. Dormancy of the Co-Investment Vehicle. On January 9, 2023, Meridian Infrastructure GP IV LLC, a Delaware limited liability company and the general partner of the Insured (the "General Partner"), issued a Capital Call Suspension Notice (the "Suspension Notice") pursuant to Section 7.04 of the Limited Partnership Agreement of ICM Cascadia Co-Invest, LP dated July 29, 2022 (the "LP Agreement"), declaring a Material Impediment Event (as defined in the LP Agreement) and suspending further capital calls and investment activity with respect to the Transaction. A copy of the Suspension Notice is attached hereto as Exhibit B. The Insured has entered a period of dormancy effective as of January 9, 2023 (the "Dormancy Date"). As of the Dormancy Date, Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) of the Insured's total Three Hundred Million Dollar ($300,000,000) commitment has been called and funded, with Two Hundred Seventy-Seven Million Five Hundred Thousand Dollars ($277,500,000) remaining unfunded.

E. Purpose of This Side Letter. The parties desire to toll the coverage period under the Policy during the dormancy period, such that the coverage period does not run or expire while the Transaction is in a suspended state and the co-investment vehicle remains dormant. The parties intend to preserve the Insured's rights under the Policy without requiring additional premium payments during the tolling period, subject to the terms and conditions set forth herein, and to establish a framework for the orderly reactivation of coverage in the event the Transaction proceeds.

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 agree as follows:

SECTION 1 — DEFINITIONS

As used in this Side Letter, the following terms shall have the meanings set forth below:

"Dormancy Date" means January 9, 2023, the date on which the General Partner issued the Suspension Notice and declared a Material Impediment Event under the LP Agreement.

"Dormancy Period" means the period commencing on the Dormancy Date and continuing until the earlier of (a) the Reactivation Date and (b) the Termination Date.

"EPA" means the Equity Purchase Agreement dated as of September 15, 2022, among the Selling Shareholders, the Target, and AcquisitionCo, as amended by the First Amendment to the Equity Purchase Agreement dated November 22, 2022, and as the same may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"LP Agreement" means the Limited Partnership Agreement of ICM Cascadia Co-Invest, LP dated July 29, 2022, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Policy" means the Representations and Warranties Insurance Policy No. NSW-RI-2022-09814 issued by the Insurer to the Insured, bound on September 1, 2022.

"Reactivation Date" means the date on which the Insured delivers written notice to the Insurer that the Dormancy Period has ended and the Transaction is being reactivated, which notice shall be accompanied by the materials specified in Section 5 hereof and shall be subject to the Insurer's supplemental underwriting rights set forth therein.

"Reactivation Premium" has the meaning set forth in Section 6.

"Termination Date" has the meaning set forth in Section 8.

"Transaction" means the proposed acquisition of one hundred percent (100%) of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc. by Cascadia Acquisition Corp. pursuant to the EPA.

Capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to such terms in the Policy. In the event that a defined term in this Side Letter conflicts with the definition of such term in the Policy, the definition set forth in this Side Letter shall control solely for purposes of this Side Letter.

SECTION 2 — TOLLING OF COVERAGE PERIOD

2.1 Commencement of Tolling. Effective as of the Dormancy Date (January 9, 2023), the coverage period under the Policy is hereby tolled. During the Dormancy Period, no time shall be deemed to run for purposes of calculating the duration, expiration, or any time-limited provisions of the Policy, including without limitation any survival periods applicable to the representations and warranties to which the Policy responds, any notice periods within which the Insured is required to provide notice of a claim or potential claim, any claims-submission deadlines, and any other deadlines or time-limited rights or obligations set forth in the Policy. The tolling shall be deemed to have commenced automatically as of the Dormancy Date without further action by either party, and the parties acknowledge that the period from the Dormancy Date through the date of execution of this Side Letter shall be treated as part of the Dormancy Period for all purposes hereunder.

2.2 Preservation of Policy Terms. All terms, conditions, exclusions, retentions, and limits of the Policy shall remain in full force and effect during the Dormancy Period, except as expressly modified by this Side Letter. Without limiting the generality of the foregoing:

(a) The coverage limit of One Hundred Ninety-Five Million Dollars ($195,000,000) shall remain unchanged during the Dormancy Period and shall not be reduced, adjusted, or impaired by reason of the tolling;

(b) The retention amount (as set forth in the Policy) shall remain unchanged during the Dormancy Period;

(c) No coverage shall be deemed to have lapsed, expired, or been terminated by reason of the Dormancy Period or the passage of time during the Dormancy Period; and

(d) All endorsements, riders, and schedules to the Policy in effect as of the Dormancy Date shall remain in full force and effect.

2.3 No Expansion of Coverage. Nothing in this Side Letter shall be construed to (a) expand the scope of coverage provided under the Policy beyond its express terms, (b) create coverage for any claims arising from events, acts, omissions, or conditions occurring, arising, or first existing during the Dormancy Period that would not otherwise be covered under the Policy as originally issued and bound, (c) modify, amend, or supplement the representations and warranties to which the Policy responds or the scope of the indemnification obligations thereunder, (d) waive or modify any exclusion or limitation set forth in the Policy, or (e) create any new or additional insured under the Policy. For the avoidance of doubt, the tolling of the coverage period is intended solely to preserve the temporal scope of coverage as it existed immediately prior to the Dormancy Date, and not to alter any substantive coverage terms.

SECTION 3 — PREMIUM AND FEES DURING DORMANCY PERIOD

3.1 No Additional Premium During Tolling. No additional premium shall be due or payable by the Insured to the Insurer during the Dormancy Period solely by reason of the tolling of the coverage period effected by this Side Letter. The premium deposit of Four Million Eight Hundred Seventy-Five Thousand Dollars ($4,875,000) previously paid by the Insured on September 2, 2022, shall be retained by the Insurer and shall continue to be applied as set forth in the Policy. For the avoidance of doubt, the Insured shall remain responsible for the payment of any taxes, fees, or assessments imposed by any governmental or regulatory authority with respect to the Policy or the premium deposit during the Dormancy Period, to the extent such taxes, fees, or assessments are the responsibility of the Insured under the Policy.

3.2 Reservation Regarding Reactivation Premium. The Insured acknowledges and agrees that, upon reactivation of the coverage period, the Insurer reserves the right to assess a Reactivation Premium as more fully set forth in Section 6 of this Side Letter, which Reactivation Premium may take into account, among other factors, any changes in the risk profile of the Transaction, changes in market conditions for representations and warranties insurance, changes in the terms of the Transaction, and the passage of time since the Policy was originally bound. The Insured agrees that the assessment of such Reactivation Premium, if any, is a material consideration for the Insurer's agreement to toll the coverage period as provided herein.

SECTION 4 — OBLIGATIONS OF THE INSURED DURING DORMANCY PERIOD

4.1 Notification Obligations. During the Dormancy Period, the Insured shall promptly (and in any event within ten (10) business days of becoming aware thereof) notify the Insurer in writing of any of the following:

(a) Any material change in the terms of the Transaction or the EPA, including without limitation any amendments, waivers, consents, or modifications to the EPA (it being acknowledged that, as of the date hereof, the EPA has been amended once by the First Amendment dated November 22, 2022, which extended the outside date for closing from December 31, 2022 to March 31, 2023);

(b) Any material developments regarding the Portland Metropolitan Water District concession renegotiation, including any formal proposals, counterproposals, amendments, or termination notices with respect to the Bull Run Concession, and any related regulatory actions or proceedings under Oregon SB 1567 (2022);

(c) Any termination or expiration of the EPA, or any termination, expiration, or material amendment of any financing commitment related to the Transaction, including without limitation the debt commitment letter from Atlas National Bank, N.A. and Pinnacle Credit Partners LLC;

(d) Any exercise of wind-down rights under the LP Agreement, including without limitation any exercise of rights under Section 7.04(c) thereof (relating to dissolution or liquidation upon the occurrence of a Material Impediment Event that remains unremedied), or any determination by the General Partner to commence dissolution proceedings with respect to the Insured;

(e) Any change in the ownership, control, management, or identity of the general partner of the Insured, or any transfer, assignment, or encumbrance of limited partnership interests in the Insured; and

(f) Any actual or threatened litigation, arbitration, or regulatory proceeding that could reasonably be expected to affect the Insured's ability to consummate the Transaction or to affect the validity or enforceability of the Policy.

4.2 Cooperation. The Insured shall reasonably cooperate with the Insurer in connection with any reasonable requests for information regarding the status of the Transaction, the Target, the EPA, the Bull Run Concession renegotiation, or any other matters relevant to the coverage under the Policy during the Dormancy Period. Such cooperation shall include, without limitation, making available to the Insurer the Insured's officers, agents, and advisors for discussions at mutually convenient times and providing copies of documents and other materials as reasonably requested by the Insurer. The Insured shall respond to any such requests within fifteen (15) business days of receipt, or such longer period as may be reasonably necessary given the nature of the request.

4.3 Maintenance of Entity. During the Dormancy Period, the Insured shall maintain its existence as a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Without limiting the foregoing, the Insured shall (a) timely pay all franchise taxes and filing fees due to the State of Delaware, (b) maintain its registered agent in the State of Delaware (currently Cascade Systems, 160 Greentree Drive, Suite 101, Dover, DE 19904), (c) maintain its status with the Delaware Secretary of State (File Number 7439218), and (d) preserve its organizational documents, books, and records in accordance with applicable law and the LP Agreement.

SECTION 5 — REACTIVATION PROCEDURES

5.1 Notice of Reactivation. To reactivate the coverage period under the Policy, the Insured shall deliver written notice (the "Reactivation Notice") to the Insurer at least thirty (30) days prior to the anticipated closing date of the Transaction (or such shorter period as the Insurer may agree to in writing in its sole discretion). The Reactivation Notice shall specify the anticipated closing date, provide a summary of the current status of the Transaction, and confirm the Insured's desire to reactivate the coverage period under the Policy in accordance with this Side Letter.

5.2 Reactivation Materials. The Reactivation Notice shall be accompanied by the following materials (collectively, the "Reactivation Materials"):

(a) A complete and accurate copy of the then-current EPA, including all amendments, supplements, waivers, side letters, and ancillary agreements thereto executed since the Dormancy Date;

(b) A comprehensive summary of all material changes to the Target's business, financial condition, operations, assets, liabilities, regulatory status, or key contracts since the Dormancy Date, including without limitation a description of the current status and terms of the Bull Run Concession;

(c) Updated due diligence materials as reasonably requested by the Insurer, which may include (without limitation) revised environmental reports, audited or unaudited financial statements of the Target for all fiscal periods ending after the Dormancy Date, updated regulatory compliance assessments, and any new or updated third-party reports prepared in connection with the Transaction;

(d) Confirmation of the status of all required regulatory approvals for the Transaction, including (i) the Federal Energy Regulatory Commission ("FERC") approval under Section 203 of the Federal Power Act (Docket No. EC22-143-000), (ii) the Oregon Public Utility Commission ("OPUC") approval (Docket No. UM-2287), and (iii) clearance from the Committee on Foreign Investment in the United States ("CFIUS"), together with copies of any orders, approvals, or correspondence related thereto;

(e) Confirmation of the status of the acquisition financing for the Transaction, including whether the debt commitment letter issued by Atlas National Bank, N.A. and Pinnacle Credit Partners LLC (or any replacement or substitute financing commitment) remains in full force and effect, together with copies of any amendments, extensions, or modifications thereto, and identification of any changes in the financing terms, conditions, or lending syndicate; and

(f) Updated disclosure schedules under the EPA, reflecting all changes, additions, and modifications thereto since the date of execution of the EPA (or the most recent amendment thereto).

5.3 Insurer's Right to Underwrite. Upon receipt of the Reactivation Notice and complete Reactivation Materials, the Insurer shall have the right, but not the obligation, to conduct supplemental underwriting and due diligence with respect to the Transaction and the Target. Such supplemental underwriting may include, without limitation, review of updated financial information, engagement of third-party consultants or advisors, review of the terms of the renegotiated Bull Run Concession (if applicable), and discussions with the Insured, its advisors, and the management of the Target. The Insurer shall use commercially reasonable efforts to complete its supplemental underwriting within twenty (20) business days of receipt of complete Reactivation Materials (with such period commencing only upon the Insurer's confirmation that the Reactivation Materials are complete). The Insurer shall not unreasonably withhold, condition, or delay its consent to reactivation of the coverage period, provided that the risk profile of the Transaction has not materially and adversely changed from the risk profile as assessed by the Insurer at the time the Policy was originally bound on September 1, 2022. The determination of whether the risk profile has materially and adversely changed shall be made by the Insurer in its reasonable judgment, taking into account all relevant facts and circumstances, including but not limited to the factors described in Section 7.1 hereof.

SECTION 6 — REACTIVATION PREMIUM

6.1 Determination of Reactivation Premium. Upon reactivation of the coverage period under the Policy, the Insurer may, in its reasonable discretion, assess an additional premium (the "Reactivation Premium") to be paid by the Insured, reflecting the following factors:

(a) The passage of time since the Policy was originally bound on September 1, 2022, and the corresponding increase in the Insurer's period of potential exposure;

(b) Any material changes in the risk profile of the Transaction that have occurred since the Policy was originally bound, including without limitation (i) changes to the Target's business, operations, financial condition, or prospects, (ii) changes to the terms of the Bull Run Concession or any other material contracts of the Target, (iii) changes to the terms or economics of the Transaction (including any changes to the purchase price, enterprise value, or the structure of the acquisition financing), and (iv) changes in the regulatory environment applicable to the Target's business; and

(c) Changes in the representations and warranties insurance market, including changes in pricing, capacity, terms, and conditions, since the Policy was originally bound.

The Reactivation Premium, if any, shall be in addition to the premium deposit of Four Million Eight Hundred Seventy-Five Thousand Dollars ($4,875,000) previously paid by the Insured on September 2, 2022. The Insurer shall provide the Insured with a written statement setting forth the amount of the Reactivation Premium and a reasonably detailed description of the basis for its determination.

6.2 Payment. The Reactivation Premium, if any, shall be payable by the Insured in full prior to the resumption of the coverage period under the Policy and, in any event, no later than the closing date of the Transaction. Payment shall be made by wire transfer of immediately available funds to the account designated by the Insurer. Failure to pay the Reactivation Premium in full by the closing date of the Transaction shall be deemed a failure to satisfy a condition to reactivation, and the coverage period shall not resume until such payment is received in full by the Insurer.

SECTION 7 — INSURER'S RIGHT TO DECLINE REACTIVATION

7.1 Material Change Exception. Notwithstanding anything in this Side Letter to the contrary, if the Insurer determines, in its reasonable judgment exercised in good faith, that the risk profile of the Transaction has materially and adversely changed since the date the Policy was originally bound such that the Policy, as originally underwritten, would not have been issued by the Insurer on substantially similar terms and conditions (including with respect to coverage scope, exclusions, retentions, and pricing), the Insurer may decline to reactivate the coverage period under the Policy. In making such determination, the Insurer may consider, among other things, (a) the resolution or status of the Bull Run Concession renegotiation, (b) any material deterioration in the Target's financial condition or operations, (c) any material changes to the EPA or the Transaction economics, (d) any material adverse changes in the regulatory environment, (e) any litigation, claims, or regulatory proceedings involving the Target that have arisen since the Dormancy Date, and (f) any other facts or circumstances that the Insurer reasonably determines are material to the risk being insured. In the event the Insurer declines to reactivate the coverage period, the Insurer shall provide the Insured with written notice of its determination within ten (10) business days following the completion of the supplemental underwriting process described in Section 5.3, which notice shall include a reasonably detailed explanation of the factual and underwriting basis for the Insurer's determination.

7.2 Premium Refund Upon Declination. In the event that (a) the Insurer declines to reactivate the coverage period under the Policy pursuant to Section 7.1 and (b) the Transaction is permanently abandoned (as evidenced by the termination of the EPA without any successor agreement or the dissolution of the Insured), the Insurer shall refund to the Insured a portion of the premium deposit previously paid, calculated as follows:

Refund Amount = Premium Deposit − Retention Amount

Where:

• Premium Deposit = $4,875,000

• Retention Amount = 15% × Premium Deposit = 15% × $4,875,000 = $731,250

• Refund Amount = $4,875,000 − $731,250 = $4,143,750

The Retention Amount of Seven Hundred Thirty-One Thousand Two Hundred Fifty Dollars ($731,250) shall be retained by the Insurer as compensation for the Insurer's underwriting costs, expenses, risk capital allocation, and administrative costs incurred in connection with the binding, issuance, and maintenance of the Policy and the negotiation and administration of this Side Letter. The refund, if applicable, shall be paid by the Insurer to the Insured within forty-five (45) days following written confirmation from the Insured that the Transaction has been permanently abandoned and the EPA has been terminated. If the Transaction is not permanently abandoned (including, for the avoidance of doubt, if the Transaction is restructured, assigned, or pursued through a successor vehicle), no refund shall be payable under this Section 7.2.

SECTION 8 — TERMINATION

8.1 Termination Events. This Side Letter and the tolling of the coverage period effected hereby shall automatically terminate upon the earliest to occur of the following events (each, a "Termination Event," and the date of such earliest occurrence, the "Termination Date"):

(a) The Reactivation Date, at which point the coverage period under the Policy shall resume and continue in accordance with the terms of the Policy, as supplemented by any reactivation terms agreed upon by the parties;

(b) The date on which the Insured delivers written notice to the Insurer that the Transaction has been permanently abandoned or that the co-investment vehicle is being wound down pursuant to the LP Agreement;

(c) The date on which the EPA is terminated in accordance with its terms (including by the expiration of the outside date, as may be extended) and no standstill agreement, preservation agreement, letter of intent, or other binding or non-binding agreement is in effect between the parties to the EPA (or their affiliates) with respect to the Transaction or any substantially similar transaction involving the Target;

(d) The third (3rd) anniversary of the Dormancy Date (i.e., January 9, 2026) (the "Outside Tolling Date"), unless such date is extended by the mutual written agreement of the Insurer and the Insured; and

(e) The date on which the Insured ceases to exist as a legal entity or fails to maintain its good standing as a limited partnership under the laws of the State of Delaware, unless such failure is cured within thirty (30) days following written notice from the Insurer to the Insured.

8.2 Effect of Termination. Upon the occurrence of a Termination Event and the resulting termination of this Side Letter (other than by reason of reactivation pursuant to Section 8.1(a)), the Policy shall terminate in accordance with its terms. The tolling effected by this Side Letter shall cease as of the Termination Date, and no further tolling shall be available. Any claims arising from breaches of representations and warranties under the EPA that occurred prior to the Dormancy Date and that were known to the Insured prior to the Dormancy Date shall be addressed in accordance with the claims provisions and procedures set forth in the Policy, including all applicable notice requirements, retention obligations, and coverage limitations. The termination of this Side Letter shall not relieve either party of any obligations that accrued prior to the Termination Date, including, without limitation, any refund obligations under Section 7.2 (to the extent applicable) and any confidentiality obligations under Section 12.8, which shall survive termination of this Side Letter.

SECTION 9 — REPRESENTATIONS AND WARRANTIES OF THE INSURED

The Insured hereby represents and warrants to the Insurer, as of the date hereof, as follows:

(a) Organization and Good Standing. The Insured is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full limited partnership power and authority to own its assets, conduct its business, and enter into and perform its obligations under this Side Letter.

(b) Authorization. The execution, delivery, and performance of this Side Letter by the Insured has been duly authorized by all necessary limited partnership action on the part of the Insured, including the approval of Meridian Infrastructure GP IV LLC, the general partner of the Insured, acting in its capacity as general partner. No other approvals, consents, or authorizations (whether from the limited partner, any advisory committee, or any third party) are required in connection with the execution, delivery, or performance of this Side Letter by the Insured.

(c) No Known Claims. As of the date hereof, the Insured has no knowledge of any breach of any representation or warranty made by any Selling Shareholder or the Target under the EPA that has occurred or is reasonably likely to have occurred, and that would give rise to a claim under the Policy. The Insured has not submitted any notice of claim or notice of potential claim under the Policy as of the date hereof.

(d) Accuracy of Underwriting Information. The information provided by or on behalf of the Insured to the Insurer in connection with the original underwriting of the Policy, including all application materials, due diligence reports, and supplemental submissions, remains true and correct in all material respects as of the date hereof, except as disclosed to the Insurer in writing prior to or concurrently with the execution of this Side Letter.

(e) Capital Calls. The only capital call made by the General Partner to the limited partner of the Insured to date is Capital Call #1 in the aggregate amount of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), dated August 15, 2022 (the "Initial Capital Call"), which was funded in full. No further capital calls have been made or funded since the date of the Initial Capital Call.

(f) Ownership and Management. The Insured's sole limited partner is Ironside Capital Management LP, a Delaware limited partnership. The Insured's general partner is Meridian Infrastructure GP IV LLC, a Delaware limited liability company. There have been no changes in the ownership, control, or management of the Insured since its formation, and no transfers, assignments, or encumbrances of limited partnership interests in the Insured have occurred.

SECTION 10 — REPRESENTATIONS AND WARRANTIES OF THE INSURER

The Insurer hereby represents and warrants to the Insured, as of the date hereof, as follows:

(a) Organization and Good Standing. The Insurer is an insurance company duly organized, validly existing, and in good standing under the laws of the State of Connecticut, and is duly licensed and authorized to issue insurance policies and to transact insurance business in each jurisdiction in which such authorization is required in connection with the Policy and this Side Letter.

(b) Authorization. The execution, delivery, and performance of this Side Letter by the Insurer has been duly authorized by all necessary corporate action on the part of the Insurer. No additional approvals, consents, or authorizations (whether from the Insurer's board of directors, any regulatory authority, or any third party) are required in connection with the execution, delivery, or performance of this Side Letter by the Insurer, other than any approvals that have been duly obtained prior to the date hereof.

(c) Binding Obligation. This Side Letter constitutes a valid and binding obligation of the Insurer, enforceable against the Insurer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and 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).

SECTION 11 — NOTICES

All notices, requests, demands, consents, and other communications required or permitted under this Side Letter shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) on the next business day when sent by nationally recognized overnight courier service (with proof of delivery), (c) on the third (3rd) business day following the date of mailing, if sent by certified or registered mail, postage prepaid, return receipt requested, or (d) when sent by electronic mail (with confirmation of receipt and follow-up hard copy sent within one (1) business day), addressed as follows:

If to the Insured:

ICM Cascadia Co-Invest, LP c/o Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, NY 10022

Attention: Renata Obasi, Senior Managing Director, Infrastructure

Email: robasi@ironsidecapital.com

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

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

Attention: Pamela Cross, Partner

Email: pcross@calderwoodharkness.com

If to the Insurer:

Northgate Specialty Insurance Co. One Constitution Plaza, Suite 1200 Hartford, CT 06103

Attention: Claims and Policy Administration — R&W Division

Email: rw-claims@northgatespecialty.com

Either party may change its address for notices by giving written notice thereof to the other party in accordance with this Section 11.

SECTION 12 — MISCELLANEOUS

12.1 Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Connecticut or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Connecticut. The selection of Connecticut law is consistent with the governing law provision of the Policy, and the parties agree that any disputes arising out of or relating to this Side Letter shall be resolved in accordance with the dispute resolution procedures set forth in the Policy.

12.2 Entire Agreement. This Side Letter, together with the Policy and the exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, and agreements (whether written or oral) between the parties relating to the tolling of the coverage period under the Policy. Each party acknowledges that it has not relied on any representation, warranty, promise, or agreement of the other party that is not expressly set forth herein or in the Policy.

12.3 Amendment. This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both parties hereto. No course of dealing between the parties, no usage of trade, and no failure or delay on the part of either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

12.4 Severability. If any provision of this Side Letter shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such holding shall not affect the validity, legality, or enforceability of the remaining provisions hereof, and the parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the extent practicable, achieves the economic, business, and other purposes of the provision so held to be invalid, illegal, or unenforceable. The remaining provisions of this Side Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

12.5 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. Delivery of an executed counterpart of this Side Letter by facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law), or other electronic transmission shall be effective as delivery of an original executed counterpart.

12.6 No Third-Party Beneficiaries. This Side Letter is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Side Letter; provided, however, that Ironside Capital Management LP, as the sole limited partner of the Insured, shall be an express third-party beneficiary of this Side Letter and shall have the right to enforce the provisions hereof as if it were a direct party to this Side Letter.

12.7 Relationship to Policy. This Side Letter is supplemental to and shall be read together with the Policy. In the event of any conflict or inconsistency between the terms of this Side Letter and the terms of the Policy with respect to the tolling of the coverage period during the Dormancy Period (including the procedures for reactivation, the assessment of the Reactivation Premium, and the termination provisions set forth herein), the terms of this Side Letter shall control and prevail. In all other respects, including with respect to coverage terms, exclusions, conditions, claims procedures, and dispute resolution, the terms of the Policy shall govern and remain in full force and effect.

12.8 Confidentiality. The terms and existence of this Side Letter shall be treated as confidential by each party and shall not be disclosed to any third party without the prior written consent of the other party hereto; provided, however, that each party may disclose the terms and existence of this Side Letter (a) as required by applicable law, regulation, regulatory examination, or legal process (including any subpoena or court order), (b) to its respective directors, officers, employees, agents, and advisors who have a reasonable need to know and who are bound by obligations of confidentiality no less restrictive than those set forth herein, (c) in the case of the Insured, to Calderwood & Harkness LLP as counsel to the Insured and to Breckenridge Sloane & Pratt LLP as counsel to the sponsor (Meridian Infrastructure Partners), and (d) in the case of the Insurer, to its reinsurers and retrocessionaires, to the extent necessary for the Insurer's reinsurance arrangements. This Section 12.8 shall survive the termination or expiration of this Side Letter.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Side Letter Agreement to be executed and delivered as of the date first written above.

INSURER:

NORTHGATE SPECIALTY INSURANCE CO.

By: ________

Name: ________

Title: Authorized Signatory

Date: January 20, 2023

INSURED:

ICM CASCADIA CO-INVEST, LP

By: Meridian Infrastructure GP IV LLC, its General Partner

By: ________

Name: David R. Hargreaves

Title: Managing Partner

Date: January 20, 2023

ACKNOWLEDGED AND AGREED (solely for purposes of Sections 4, 5, and 11 of this Side Letter):

IRONSIDE CAPITAL MANAGEMENT LP

By: ________

Name: Marcus J. Calloway

Title: Founder & Chief Investment Officer

Date: January 20, 2023

EXHIBIT A

Copy of Policy Declaration Page

REPRESENTATIONS AND WARRANTIES INSURANCE POLICY DECLARATION PAGE

This Declaration Page is provided for reference purposes only and is subject to the terms, conditions, exclusions, and limitations of the Policy in its entirety. In the event of any conflict between this Declaration Page and the body of the Policy, the body of the Policy shall control.

EXHIBIT B

Capital Call Suspension Notice (January 9, 2023)

January 9, 2023

VIA EMAIL AND OVERNIGHT COURIER

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

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

Re: Capital Call Suspension Notice — ICM Cascadia Co-Invest, LP

Dear Mr. Calloway:

Reference is made to the Limited Partnership Agreement of ICM Cascadia Co-Invest, LP, a Delaware limited partnership (the "Partnership"), dated as of July 29, 2022 (the "LP Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the LP Agreement.

Pursuant to Section 7.04 of the LP Agreement, Meridian Infrastructure GP IV LLC, in its capacity as the General Partner of the Partnership, hereby notifies Ironside Capital Management LP, as the sole Limited Partner, of the occurrence of a Material Impediment Event within the meaning of Section 7.04(a) of the LP Agreement.

Basis for Determination. On or about October 28, 2022, the Portland Metropolitan Water District notified Cascadia Renewables Holdings, Inc. (the "Target") of its intent to renegotiate certain material terms of the forty (40)-year water-treatment concession for the Bull Run Filtration Project. The concession, originally executed in or about 2018, generates annual revenue of approximately Sixty-Four Million Dollars ($64,000,000) and constitutes a material component of the Target's revenue base and enterprise value. The renegotiation has been prompted by changed regulatory requirements under Oregon Senate Bill 1567 (2022), and the scope, timing, and outcome of such renegotiation remain uncertain. The General Partner has determined that this development constitutes a Material Impediment Event because (i) it creates substantial uncertainty regarding the financial and operational profile of the Target, (ii) it has contributed to a delay in the closing of the Transaction, and (iii) it may materially affect the investment thesis underlying the Partnership's co-investment commitment.

Effect. Effective as of the date of this notice, and in accordance with Section 7.04(b) of the LP Agreement:

1. All further capital calls with respect to the Partnership's unfunded commitment of Two Hundred Seventy-Seven Million Five Hundred Thousand Dollars ($277,500,000) are hereby suspended until further notice from the General Partner.

2. All investment activity by the Partnership is hereby suspended until further notice from the General Partner.

3. The Partnership shall enter a period of dormancy effective as of the date hereof, during which the General Partner shall take all actions reasonably necessary to preserve the Partnership's assets, rights, and obligations, including its rights under that certain Representations and Warranties Insurance Policy No. NSW-RI-2022-09814 issued by Northgate Specialty Insurance Co.

Capital Called to Date. As of the date hereof, Capital Call #1 in the amount of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), dated August 15, 2022, has been the sole capital call issued by the General Partner and has been funded in full by the Limited Partner. No further capital calls have been issued.

The General Partner shall continue to monitor developments with respect to the Bull Run Concession renegotiation and the Transaction, and shall provide updates to the Limited Partner as appropriate. The General Partner reserves all rights under Section 7.04(c) of the LP Agreement with respect to wind-down and dissolution of the Partnership in the event the Material Impediment Event is not resolved within the time periods specified therein.

This notice shall not be construed as a termination of the LP Agreement or a dissolution of the Partnership.

Please do not hesitate to contact the undersigned with any questions regarding this notice.

Very truly yours,

MERIDIAN INFRASTRUCTURE GP IV LLC General Partner of ICM Cascadia Co-Invest, LP

By: ________

Name: David R. Hargreaves

Title: Managing Partner

cc: Renata Obasi, Senior Managing Director, Infrastructure — Ironside Capital Management LP Pamela Cross, Partner — Calderwood & Harkness LLP

CONFIDENTIAL — This notice contains confidential information of ICM Cascadia Co-Invest, LP and Meridian Infrastructure GP IV LLC and is intended solely for the recipient identified above. Any unauthorized use, disclosure, or distribution of this notice is strictly prohibited.

Field	Detail
Policy Number	NSW-RI-2022-09814
Date Bound	September 1, 2022
Insurer	Northgate Specialty Insurance Co.
Named Insured	ICM Cascadia Co-Invest, LP
Additional Insured(s)	As set forth in the Policy
Coverage Limit	$195,000,000
Retention	As set forth in the Policy
Premium Deposit	$4,875,000
Premium Rate	2.5% on Limit
Transaction	Acquisition of 100% of the equity interests of Cascadia Renewables Holdings, Inc. by Cascadia Acquisition Corp.
Transaction Agreement	Equity Purchase Agreement dated September 15, 2022
Enterprise Value	$1,950,000,000
Target	Cascadia Renewables Holdings, Inc. (Oregon)
Acquirer	Cascadia Acquisition Corp. (Delaware)
Governing Law (Policy)	State of Connecticut
Broker	As set forth in the Policy

SIDE LETTER AGREEMENT RE: TOLLING OF COVERAGE PERIOD
Representations and Warranties Insurance Policy No. NSW-RI-2022-09814
Dated as of January 20, 2023
This Side Letter Agreement (this "Side Letter"), dated as of January 20, 2023, is entered into by and between Northgate Specialty Insurance Co., a Connecticut insurance company (the "Insurer"), and ICM Cascadia Co-Invest, LP, a Delaware limited partnership (EIN: 88-3921457) (the "Insured" or the "Named Insured"), with reference to that certain Representations and Warranties Insurance Policy No. NSW-RI-2022-09814 (the "Policy"), bound on September 1, 2022, with a premium deposit of Four Million Eight Hundred Seventy-Five Thousand Dollars ($4,875,000) paid on September 2, 2022, providing a coverage limit of One Hundred Ninety-Five Million Dollars ($195,000,000) (representing ten percent (10%) of the enterprise value of One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000)). The Policy was issued in connection with the proposed acquisition (the "Transaction") of one hundred percent (100%) of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation (the "Target"), by Cascadia Acquisition Corp., a Delaware corporation ("AcquisitionCo"), pursuant to that certain Equity Purchase Agreement dated as of September 15, 2022 (as amended by the First Amendment to the Equity Purchase Agreement dated November 22, 2022, the "EPA"), among the Selling Shareholders (consisting of Timberline Growth Equity Fund III, LP, the Weir Family Trust, and the Management Rollover Pool), the Target, and AcquisitionCo. The Insured is a co-investment vehicle organized to participate alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV") in the Transaction, with ICM Cascadia Co-Invest, LP holding a twenty-eight and fifty-seven hundredths percent (28.57%) equity interest (representing a Three Hundred Million Dollar ($300,000,000) commitment) and Fund IV holding a seventy-one and forty-three hundredths percent (71.43%) equity interest (representing a Seven Hundred Fifty Million Dollar ($750,000,000) commitment).
RECITALS
A. The Policy. The Insurer bound the Policy on September 1, 2022, providing representations and warranties insurance coverage in connection with the Transaction. The Policy provides for a coverage limit of One Hundred Ninety-Five Million Dollars ($195,000,000), and a premium deposit of Four Million Eight Hundred Seventy-Five Thousand Dollars ($4,875,000), representing a rate of two and one-half percent (2.5%) on the coverage limit, was paid by the Insured to the Insurer on September 2, 2022. The Policy is attached hereto as Exhibit A (Declaration Page only) and incorporated herein by reference.
B. The Transaction and EPA. The Transaction contemplates the acquisition of one hundred percent (100%) of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc. at an agreed enterprise value of One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000). The EPA was executed on September 15, 2022, among the Selling Shareholders, the Target, and AcquisitionCo, and was subsequently amended by the First Amendment to the Equity Purchase Agreement dated November 22, 2022, which, among other things, extended the outside date for the closing of the Transaction from December 31, 2022 to March 31, 2023. The EPA is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles thereof.
C. Material Adverse Development and Transaction Delay. On or about October 28, 2022, the Portland Metropolitan Water District (the "PMWD") notified the Target of its intent to renegotiate certain material terms of the forty (40)-year water-treatment concession for the Bull Run Filtration Project (originally executed in or about 2018, and generating annual revenue of approximately Sixty-Four Million Dollars ($64,000,000)) (the "Bull Run Concession"), citing changed regulatory requirements under Oregon Senate Bill 1567 (2022). The potential renegotiation of the Bull Run Concession constitutes a material development affecting the economics, risk profile, and expected financial performance of the Target, and as a result of such development, the closing of the Transaction has been delayed beyond the originally contemplated timeframe.
D. Dormancy of the Co-Investment Vehicle. On January 9, 2023, Meridian Infrastructure GP IV LLC, a Delaware limited liability company and the general partner of the Insured (the "General Partner"), issued a Capital Call Suspension Notice (the "Suspension Notice") pursuant to Section 7.04 of the Limited Partnership Agreement of ICM Cascadia Co-Invest, LP dated July 29, 2022 (the "LP Agreement"), declaring a Material Impediment Event (as defined in the LP Agreement) and suspending further capital calls and investment activity with respect to the Transaction. A copy of the Suspension Notice is attached hereto as Exhibit B. The Insured has entered a period of dormancy effective as of January 9, 2023 (the "Dormancy Date"). As of the Dormancy Date, Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) of the Insured's total Three Hundred Million Dollar ($300,000,000) commitment has been called and funded, with Two Hundred Seventy-Seven Million Five Hundred Thousand Dollars ($277,500,000) remaining unfunded.
E. Purpose of This Side Letter. The parties desire to toll the coverage period under the Policy during the dormancy period, such that the coverage period does not run or expire while the Transaction is in a suspended state and the co-investment vehicle remains dormant. The parties intend to preserve the Insured's rights under the Policy without requiring additional premium payments during the tolling period, subject to the terms and conditions set forth herein, and to establish a framework for the orderly reactivation of coverage in the event the Transaction proceeds.
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 agree as follows:
SECTION 1 — DEFINITIONS
As used in this Side Letter, the following terms shall have the meanings set forth below:
"Dormancy Date" means January 9, 2023, the date on which the General Partner issued the Suspension Notice and declared a Material Impediment Event under the LP Agreement.
"Dormancy Period" means the period commencing on the Dormancy Date and continuing until the earlier of (a) the Reactivation Date and (b) the Termination Date.
"EPA" means the Equity Purchase Agreement dated as of September 15, 2022, among the Selling Shareholders, the Target, and AcquisitionCo, as amended by the First Amendment to the Equity Purchase Agreement dated November 22, 2022, and as the same may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"LP Agreement" means the Limited Partnership Agreement of ICM Cascadia Co-Invest, LP dated July 29, 2022, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Policy" means the Representations and Warranties Insurance Policy No. NSW-RI-2022-09814 issued by the Insurer to the Insured, bound on September 1, 2022.
"Reactivation Date" means the date on which the Insured delivers written notice to the Insurer that the Dormancy Period has ended and the Transaction is being reactivated, which notice shall be accompanied by the materials specified in Section 5 hereof and shall be subject to the Insurer's supplemental underwriting rights set forth therein.
"Reactivation Premium" has the meaning set forth in Section 6.
"Termination Date" has the meaning set forth in Section 8.
"Transaction" means the proposed acquisition of one hundred percent (100%) of the issued and outstanding equity interests of Cascadia Renewables Holdings, Inc. by Cascadia Acquisition Corp. pursuant to the EPA.
Capitalized terms used but not otherwise defined in this Side Letter shall have the meanings ascribed to such terms in the Policy. In the event that a defined term in this Side Letter conflicts with the definition of such term in the Policy, the definition set forth in this Side Letter shall control solely for purposes of this Side Letter.
SECTION 2 — TOLLING OF COVERAGE PERIOD
2.1 Commencement of Tolling. Effective as of the Dormancy Date (January 9, 2023), the coverage period under the Policy is hereby tolled. During the Dormancy Period, no time shall be deemed to run for purposes of calculating the duration, expiration, or any time-limited provisions of the Policy, including without limitation any survival periods applicable to the representations and warranties to which the Policy responds, any notice periods within which the Insured is required to provide notice of a claim or potential claim, any claims-submission deadlines, and any other deadlines or time-limited rights or obligations set forth in the Policy. The tolling shall be deemed to have commenced automatically as of the Dormancy Date without further action by either party, and the parties acknowledge that the period from the Dormancy Date through the date of execution of this Side Letter shall be treated as part of the Dormancy Period for all purposes hereunder.
2.2 Preservation of Policy Terms. All terms, conditions, exclusions, retentions, and limits of the Policy shall remain in full force and effect during the Dormancy Period, except as expressly modified by this Side Letter. Without limiting the generality of the foregoing:
(a) The coverage limit of One Hundred Ninety-Five Million Dollars ($195,000,000) shall remain unchanged during the Dormancy Period and shall not be reduced, adjusted, or impaired by reason of the tolling;
(b) The retention amount (as set forth in the Policy) shall remain unchanged during the Dormancy Period;
(c) No coverage shall be deemed to have lapsed, expired, or been terminated by reason of the Dormancy Period or the passage of time during the Dormancy Period; and
(d) All endorsements, riders, and schedules to the Policy in effect as of the Dormancy Date shall remain in full force and effect.
2.3 No Expansion of Coverage. Nothing in this Side Letter shall be construed to (a) expand the scope of coverage provided under the Policy beyond its express terms, (b) create coverage for any claims arising from events, acts, omissions, or conditions occurring, arising, or first existing during the Dormancy Period that would not otherwise be covered under the Policy as originally issued and bound, (c) modify, amend, or supplement the representations and warranties to which the Policy responds or the scope of the indemnification obligations thereunder, (d) waive or modify any exclusion or limitation set forth in the Policy, or (e) create any new or additional insured under the Policy. For the avoidance of doubt, the tolling of the coverage period is intended solely to preserve the temporal scope of coverage as it existed immediately prior to the Dormancy Date, and not to alter any substantive coverage terms.
SECTION 3 — PREMIUM AND FEES DURING DORMANCY PERIOD
3.1 No Additional Premium During Tolling. No additional premium shall be due or payable by the Insured to the Insurer during the Dormancy Period solely by reason of the tolling of the coverage period effected by this Side Letter. The premium deposit of Four Million Eight Hundred Seventy-Five Thousand Dollars ($4,875,000) previously paid by the Insured on September 2, 2022, shall be retained by the Insurer and shall continue to be applied as set forth in the Policy. For the avoidance of doubt, the Insured shall remain responsible for the payment of any taxes, fees, or assessments imposed by any governmental or regulatory authority with respect to the Policy or the premium deposit during the Dormancy Period, to the extent such taxes, fees, or assessments are the responsibility of the Insured under the Policy.
3.2 Reservation Regarding Reactivation Premium. The Insured acknowledges and agrees that, upon reactivation of the coverage period, the Insurer reserves the right to assess a Reactivation Premium as more fully set forth in Section 6 of this Side Letter, which Reactivation Premium may take into account, among other factors, any changes in the risk profile of the Transaction, changes in market conditions for representations and warranties insurance, changes in the terms of the Transaction, and the passage of time since the Policy was originally bound. The Insured agrees that the assessment of such Reactivation Premium, if any, is a material consideration for the Insurer's agreement to toll the coverage period as provided herein.
SECTION 4 — OBLIGATIONS OF THE INSURED DURING DORMANCY PERIOD
4.1 Notification Obligations. During the Dormancy Period, the Insured shall promptly (and in any event within ten (10) business days of becoming aware thereof) notify the Insurer in writing of any of the following:
(a) Any material change in the terms of the Transaction or the EPA, including without limitation any amendments, waivers, consents, or modifications to the EPA (it being acknowledged that, as of the date hereof, the EPA has been amended once by the First Amendment dated November 22, 2022, which extended the outside date for closing from December 31, 2022 to March 31, 2023);
(b) Any material developments regarding the Portland Metropolitan Water District concession renegotiation, including any formal proposals, counterproposals, amendments, or termination notices with respect to the Bull Run Concession, and any related regulatory actions or proceedings under Oregon SB 1567 (2022);
(c) Any termination or expiration of the EPA, or any termination, expiration, or material amendment of any financing commitment related to the Transaction, including without limitation the debt commitment letter from Atlas National Bank, N.A. and Pinnacle Credit Partners LLC;
(d) Any exercise of wind-down rights under the LP Agreement, including without limitation any exercise of rights under Section 7.04(c) thereof (relating to dissolution or liquidation upon the occurrence of a Material Impediment Event that remains unremedied), or any determination by the General Partner to commence dissolution proceedings with respect to the Insured;
(e) Any change in the ownership, control, management, or identity of the general partner of the Insured, or any transfer, assignment, or encumbrance of limited partnership interests in the Insured; and
(f) Any actual or threatened litigation, arbitration, or regulatory proceeding that could reasonably be expected to affect the Insured's ability to consummate the Transaction or to affect the validity or enforceability of the Policy.
4.2 Cooperation. The Insured shall reasonably cooperate with the Insurer in connection with any reasonable requests for information regarding the status of the Transaction, the Target, the EPA, the Bull Run Concession renegotiation, or any other matters relevant to the coverage under the Policy during the Dormancy Period. Such cooperation shall include, without limitation, making available to the Insurer the Insured's officers, agents, and advisors for discussions at mutually convenient times and providing copies of documents and other materials as reasonably requested by the Insurer. The Insured shall respond to any such requests within fifteen (15) business days of receipt, or such longer period as may be reasonably necessary given the nature of the request.
4.3 Maintenance of Entity. During the Dormancy Period, the Insured shall maintain its existence as a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Without limiting the foregoing, the Insured shall (a) timely pay all franchise taxes and filing fees due to the State of Delaware, (b) maintain its registered agent in the State of Delaware (currently Cascade Systems, 160 Greentree Drive, Suite 101, Dover, DE 19904), (c) maintain its status with the Delaware Secretary of State (File Number 7439218), and (d) preserve its organizational documents, books, and records in accordance with applicable law and the LP Agreement.
SECTION 5 — REACTIVATION PROCEDURES
5.1 Notice of Reactivation. To reactivate the coverage period under the Policy, the Insured shall deliver written notice (the "Reactivation Notice") to the Insurer at least thirty (30) days prior to the anticipated closing date of the Transaction (or such shorter period as the Insurer may agree to in writing in its sole discretion). The Reactivation Notice shall specify the anticipated closing date, provide a summary of the current status of the Transaction, and confirm the Insured's desire to reactivate the coverage period under the Policy in accordance with this Side Letter.
5.2 Reactivation Materials. The Reactivation Notice shall be accompanied by the following materials (collectively, the "Reactivation Materials"):
(a) A complete and accurate copy of the then-current EPA, including all amendments, supplements, waivers, side letters, and ancillary agreements thereto executed since the Dormancy Date;
(b) A comprehensive summary of all material changes to the Target's business, financial condition, operations, assets, liabilities, regulatory status, or key contracts since the Dormancy Date, including without limitation a description of the current status and terms of the Bull Run Concession;
(c) Updated due diligence materials as reasonably requested by the Insurer, which may include (without limitation) revised environmental reports, audited or unaudited financial statements of the Target for all fiscal periods ending after the Dormancy Date, updated regulatory compliance assessments, and any new or updated third-party reports prepared in connection with the Transaction;
(d) Confirmation of the status of all required regulatory approvals for the Transaction, including (i) the Federal Energy Regulatory Commission ("FERC") approval under Section 203 of the Federal Power Act (Docket No. EC22-143-000), (ii) the Oregon Public Utility Commission ("OPUC") approval (Docket No. UM-2287), and (iii) clearance from the Committee on Foreign Investment in the United States ("CFIUS"), together with copies of any orders, approvals, or correspondence related thereto;
(e) Confirmation of the status of the acquisition financing for the Transaction, including whether the debt commitment letter issued by Atlas National Bank, N.A. and Pinnacle Credit Partners LLC (or any replacement or substitute financing commitment) remains in full force and effect, together with copies of any amendments, extensions, or modifications thereto, and identification of any changes in the financing terms, conditions, or lending syndicate; and
(f) Updated disclosure schedules under the EPA, reflecting all changes, additions, and modifications thereto since the date of execution of the EPA (or the most recent amendment thereto).
5.3 Insurer's Right to Underwrite. Upon receipt of the Reactivation Notice and complete Reactivation Materials, the Insurer shall have the right, but not the obligation, to conduct supplemental underwriting and due diligence with respect to the Transaction and the Target. Such supplemental underwriting may include, without limitation, review of updated financial information, engagement of third-party consultants or advisors, review of the terms of the renegotiated Bull Run Concession (if applicable), and discussions with the Insured, its advisors, and the management of the Target. The Insurer shall use commercially reasonable efforts to complete its supplemental underwriting within twenty (20) business days of receipt of complete Reactivation Materials (with such period commencing only upon the Insurer's confirmation that the Reactivation Materials are complete). The Insurer shall not unreasonably withhold, condition, or delay its consent to reactivation of the coverage period, provided that the risk profile of the Transaction has not materially and adversely changed from the risk profile as assessed by the Insurer at the time the Policy was originally bound on September 1, 2022. The determination of whether the risk profile has materially and adversely changed shall be made by the Insurer in its reasonable judgment, taking into account all relevant facts and circumstances, including but not limited to the factors described in Section 7.1 hereof.
SECTION 6 — REACTIVATION PREMIUM
6.1 Determination of Reactivation Premium. Upon reactivation of the coverage period under the Policy, the Insurer may, in its reasonable discretion, assess an additional premium (the "Reactivation Premium") to be paid by the Insured, reflecting the following factors:
(a) The passage of time since the Policy was originally bound on September 1, 2022, and the corresponding increase in the Insurer's period of potential exposure;
(b) Any material changes in the risk profile of the Transaction that have occurred since the Policy was originally bound, including without limitation (i) changes to the Target's business, operations, financial condition, or prospects, (ii) changes to the terms of the Bull Run Concession or any other material contracts of the Target, (iii) changes to the terms or economics of the Transaction (including any changes to the purchase price, enterprise value, or the structure of the acquisition financing), and (iv) changes in the regulatory environment applicable to the Target's business; and
(c) Changes in the representations and warranties insurance market, including changes in pricing, capacity, terms, and conditions, since the Policy was originally bound.
The Reactivation Premium, if any, shall be in addition to the premium deposit of Four Million Eight Hundred Seventy-Five Thousand Dollars ($4,875,000) previously paid by the Insured on September 2, 2022. The Insurer shall provide the Insured with a written statement setting forth the amount of the Reactivation Premium and a reasonably detailed description of the basis for its determination.
6.2 Payment. The Reactivation Premium, if any, shall be payable by the Insured in full prior to the resumption of the coverage period under the Policy and, in any event, no later than the closing date of the Transaction. Payment shall be made by wire transfer of immediately available funds to the account designated by the Insurer. Failure to pay the Reactivation Premium in full by the closing date of the Transaction shall be deemed a failure to satisfy a condition to reactivation, and the coverage period shall not resume until such payment is received in full by the Insurer.
SECTION 7 — INSURER'S RIGHT TO DECLINE REACTIVATION
7.1 Material Change Exception. Notwithstanding anything in this Side Letter to the contrary, if the Insurer determines, in its reasonable judgment exercised in good faith, that the risk profile of the Transaction has materially and adversely changed since the date the Policy was originally bound such that the Policy, as originally underwritten, would not have been issued by the Insurer on substantially similar terms and conditions (including with respect to coverage scope, exclusions, retentions, and pricing), the Insurer may decline to reactivate the coverage period under the Policy. In making such determination, the Insurer may consider, among other things, (a) the resolution or status of the Bull Run Concession renegotiation, (b) any material deterioration in the Target's financial condition or operations, (c) any material changes to the EPA or the Transaction economics, (d) any material adverse changes in the regulatory environment, (e) any litigation, claims, or regulatory proceedings involving the Target that have arisen since the Dormancy Date, and (f) any other facts or circumstances that the Insurer reasonably determines are material to the risk being insured. In the event the Insurer declines to reactivate the coverage period, the Insurer shall provide the Insured with written notice of its determination within ten (10) business days following the completion of the supplemental underwriting process described in Section 5.3, which notice shall include a reasonably detailed explanation of the factual and underwriting basis for the Insurer's determination.
7.2 Premium Refund Upon Declination. In the event that (a) the Insurer declines to reactivate the coverage period under the Policy pursuant to Section 7.1 and (b) the Transaction is permanently abandoned (as evidenced by the termination of the EPA without any successor agreement or the dissolution of the Insured), the Insurer shall refund to the Insured a portion of the premium deposit previously paid, calculated as follows:
Refund Amount = Premium Deposit − Retention Amount
Where:
•  Premium Deposit = $4,875,000
•  Retention Amount = 15% × Premium Deposit = 15% × $4,875,000 = $731,250
•  Refund Amount = $4,875,000 − $731,250 = $4,143,750
The Retention Amount of Seven Hundred Thirty-One Thousand Two Hundred Fifty Dollars ($731,250) shall be retained by the Insurer as compensation for the Insurer's underwriting costs, expenses, risk capital allocation, and administrative costs incurred in connection with the binding, issuance, and maintenance of the Policy and the negotiation and administration of this Side Letter. The refund, if applicable, shall be paid by the Insurer to the Insured within forty-five (45) days following written confirmation from the Insured that the Transaction has been permanently abandoned and the EPA has been terminated. If the Transaction is not permanently abandoned (including, for the avoidance of doubt, if the Transaction is restructured, assigned, or pursued through a successor vehicle), no refund shall be payable under this Section 7.2.
SECTION 8 — TERMINATION
8.1 Termination Events. This Side Letter and the tolling of the coverage period effected hereby shall automatically terminate upon the earliest to occur of the following events (each, a "Termination Event," and the date of such earliest occurrence, the "Termination Date"):
(a) The Reactivation Date, at which point the coverage period under the Policy shall resume and continue in accordance with the terms of the Policy, as supplemented by any reactivation terms agreed upon by the parties;
(b) The date on which the Insured delivers written notice to the Insurer that the Transaction has been permanently abandoned or that the co-investment vehicle is being wound down pursuant to the LP Agreement;
(c) The date on which the EPA is terminated in accordance with its terms (including by the expiration of the outside date, as may be extended) and no standstill agreement, preservation agreement, letter of intent, or other binding or non-binding agreement is in effect between the parties to the EPA (or their affiliates) with respect to the Transaction or any substantially similar transaction involving the Target;
(d) The third (3rd) anniversary of the Dormancy Date (i.e., January 9, 2026) (the "Outside Tolling Date"), unless such date is extended by the mutual written agreement of the Insurer and the Insured; and
(e) The date on which the Insured ceases to exist as a legal entity or fails to maintain its good standing as a limited partnership under the laws of the State of Delaware, unless such failure is cured within thirty (30) days following written notice from the Insurer to the Insured.
8.2 Effect of Termination. Upon the occurrence of a Termination Event and the resulting termination of this Side Letter (other than by reason of reactivation pursuant to Section 8.1(a)), the Policy shall terminate in accordance with its terms. The tolling effected by this Side Letter shall cease as of the Termination Date, and no further tolling shall be available. Any claims arising from breaches of representations and warranties under the EPA that occurred prior to the Dormancy Date and that were known to the Insured prior to the Dormancy Date shall be addressed in accordance with the claims provisions and procedures set forth in the Policy, including all applicable notice requirements, retention obligations, and coverage limitations. The termination of this Side Letter shall not relieve either party of any obligations that accrued prior to the Termination Date, including, without limitation, any refund obligations under Section 7.2 (to the extent applicable) and any confidentiality obligations under Section 12.8, which shall survive termination of this Side Letter.
SECTION 9 — REPRESENTATIONS AND WARRANTIES OF THE INSURED
The Insured hereby represents and warrants to the Insurer, as of the date hereof, as follows:
(a) Organization and Good Standing. The Insured is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full limited partnership power and authority to own its assets, conduct its business, and enter into and perform its obligations under this Side Letter.
(b) Authorization. The execution, delivery, and performance of this Side Letter by the Insured has been duly authorized by all necessary limited partnership action on the part of the Insured, including the approval of Meridian Infrastructure GP IV LLC, the general partner of the Insured, acting in its capacity as general partner. No other approvals, consents, or authorizations (whether from the limited partner, any advisory committee, or any third party) are required in connection with the execution, delivery, or performance of this Side Letter by the Insured.
(c) No Known Claims. As of the date hereof, the Insured has no knowledge of any breach of any representation or warranty made by any Selling Shareholder or the Target under the EPA that has occurred or is reasonably likely to have occurred, and that would give rise to a claim under the Policy. The Insured has not submitted any notice of claim or notice of potential claim under the Policy as of the date hereof.
(d) Accuracy of Underwriting Information. The information provided by or on behalf of the Insured to the Insurer in connection with the original underwriting of the Policy, including all application materials, due diligence reports, and supplemental submissions, remains true and correct in all material respects as of the date hereof, except as disclosed to the Insurer in writing prior to or concurrently with the execution of this Side Letter.
(e) Capital Calls. The only capital call made by the General Partner to the limited partner of the Insured to date is Capital Call #1 in the aggregate amount of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), dated August 15, 2022 (the "Initial Capital Call"), which was funded in full. No further capital calls have been made or funded since the date of the Initial Capital Call.
(f) Ownership and Management. The Insured's sole limited partner is Ironside Capital Management LP, a Delaware limited partnership. The Insured's general partner is Meridian Infrastructure GP IV LLC, a Delaware limited liability company. There have been no changes in the ownership, control, or management of the Insured since its formation, and no transfers, assignments, or encumbrances of limited partnership interests in the Insured have occurred.
SECTION 10 — REPRESENTATIONS AND WARRANTIES OF THE INSURER
The Insurer hereby represents and warrants to the Insured, as of the date hereof, as follows:
(a) Organization and Good Standing. The Insurer is an insurance company duly organized, validly existing, and in good standing under the laws of the State of Connecticut, and is duly licensed and authorized to issue insurance policies and to transact insurance business in each jurisdiction in which such authorization is required in connection with the Policy and this Side Letter.
(b) Authorization. The execution, delivery, and performance of this Side Letter by the Insurer has been duly authorized by all necessary corporate action on the part of the Insurer. No additional approvals, consents, or authorizations (whether from the Insurer's board of directors, any regulatory authority, or any third party) are required in connection with the execution, delivery, or performance of this Side Letter by the Insurer, other than any approvals that have been duly obtained prior to the date hereof.
(c) Binding Obligation. This Side Letter constitutes a valid and binding obligation of the Insurer, enforceable against the Insurer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and 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).
SECTION 11 — NOTICES
All notices, requests, demands, consents, and other communications required or permitted under this Side Letter shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) on the next business day when sent by nationally recognized overnight courier service (with proof of delivery), (c) on the third (3rd) business day following the date of mailing, if sent by certified or registered mail, postage prepaid, return receipt requested, or (d) when sent by electronic mail (with confirmation of receipt and follow-up hard copy sent within one (1) business day), addressed as follows:
If to the Insured:
ICM Cascadia Co-Invest, LP c/o Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, NY 10022
Attention: Renata Obasi, Senior Managing Director, Infrastructure
Email: robasi@ironsidecapital.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004
Attention: Pamela Cross, Partner
Email: pcross@calderwoodharkness.com
If to the Insurer:
Northgate Specialty Insurance Co. One Constitution Plaza, Suite 1200 Hartford, CT 06103
Attention: Claims and Policy Administration — R&W Division
Email: rw-claims@northgatespecialty.com
Either party may change its address for notices by giving written notice thereof to the other party in accordance with this Section 11.
SECTION 12 — MISCELLANEOUS
12.1 Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Connecticut or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Connecticut. The selection of Connecticut law is consistent with the governing law provision of the Policy, and the parties agree that any disputes arising out of or relating to this Side Letter shall be resolved in accordance with the dispute resolution procedures set forth in the Policy.
12.2 Entire Agreement. This Side Letter, together with the Policy and the exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, and agreements (whether written or oral) between the parties relating to the tolling of the coverage period under the Policy. Each party acknowledges that it has not relied on any representation, warranty, promise, or agreement of the other party that is not expressly set forth herein or in the Policy.
12.3 Amendment. This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both parties hereto. No course of dealing between the parties, no usage of trade, and no failure or delay on the part of either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
12.4 Severability. If any provision of this Side Letter shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such holding shall not affect the validity, legality, or enforceability of the remaining provisions hereof, and the parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the extent practicable, achieves the economic, business, and other purposes of the provision so held to be invalid, illegal, or unenforceable. The remaining provisions of this Side Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
12.5 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. Delivery of an executed counterpart of this Side Letter by facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law), or other electronic transmission shall be effective as delivery of an original executed counterpart.
12.6 No Third-Party Beneficiaries. This Side Letter is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Side Letter; provided, however, that Ironside Capital Management LP, as the sole limited partner of the Insured, shall be an express third-party beneficiary of this Side Letter and shall have the right to enforce the provisions hereof as if it were a direct party to this Side Letter.
12.7 Relationship to Policy. This Side Letter is supplemental to and shall be read together with the Policy. In the event of any conflict or inconsistency between the terms of this Side Letter and the terms of the Policy with respect to the tolling of the coverage period during the Dormancy Period (including the procedures for reactivation, the assessment of the Reactivation Premium, and the termination provisions set forth herein), the terms of this Side Letter shall control and prevail. In all other respects, including with respect to coverage terms, exclusions, conditions, claims procedures, and dispute resolution, the terms of the Policy shall govern and remain in full force and effect.
12.8 Confidentiality. The terms and existence of this Side Letter shall be treated as confidential by each party and shall not be disclosed to any third party without the prior written consent of the other party hereto; provided, however, that each party may disclose the terms and existence of this Side Letter (a) as required by applicable law, regulation, regulatory examination, or legal process (including any subpoena or court order), (b) to its respective directors, officers, employees, agents, and advisors who have a reasonable need to know and who are bound by obligations of confidentiality no less restrictive than those set forth herein, (c) in the case of the Insured, to Calderwood & Harkness LLP as counsel to the Insured and to Breckenridge Sloane & Pratt LLP as counsel to the sponsor (Meridian Infrastructure Partners), and (d) in the case of the Insurer, to its reinsurers and retrocessionaires, to the extent necessary for the Insurer's reinsurance arrangements. This Section 12.8 shall survive the termination or expiration of this Side Letter.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Side Letter Agreement to be executed and delivered as of the date first written above.
INSURER:
NORTHGATE SPECIALTY INSURANCE CO.
By: ________
Name: ________
Title: Authorized Signatory
Date: January 20, 2023
INSURED:
ICM CASCADIA CO-INVEST, LP
By: Meridian Infrastructure GP IV LLC, its General Partner
By: ________
Name: David R. Hargreaves
Title: Managing Partner
Date: January 20, 2023
ACKNOWLEDGED AND AGREED (solely for purposes of Sections 4, 5, and 11 of this Side Letter):
IRONSIDE CAPITAL MANAGEMENT LP
By: ________
Name: Marcus J. Calloway
Title: Founder & Chief Investment Officer
Date: January 20, 2023
EXHIBIT A
Copy of Policy Declaration Page
REPRESENTATIONS AND WARRANTIES INSURANCE POLICY DECLARATION PAGE
This Declaration Page is provided for reference purposes only and is subject to the terms, conditions, exclusions, and limitations of the Policy in its entirety. In the event of any conflict between this Declaration Page and the body of the Policy, the body of the Policy shall control.
EXHIBIT B
Capital Call Suspension Notice (January 9, 2023)
January 9, 2023
VIA EMAIL AND OVERNIGHT COURIER
Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, NY 10022
Attention: Marcus J. Calloway, Founder & Chief Investment Officer
Re: Capital Call Suspension Notice — ICM Cascadia Co-Invest, LP
Dear Mr. Calloway:
Reference is made to the Limited Partnership Agreement of ICM Cascadia Co-Invest, LP, a Delaware limited partnership (the "Partnership"), dated as of July 29, 2022 (the "LP Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the LP Agreement.
Pursuant to Section 7.04 of the LP Agreement, Meridian Infrastructure GP IV LLC, in its capacity as the General Partner of the Partnership, hereby notifies Ironside Capital Management LP, as the sole Limited Partner, of the occurrence of a Material Impediment Event within the meaning of Section 7.04(a) of the LP Agreement.
Basis for Determination. On or about October 28, 2022, the Portland Metropolitan Water District notified Cascadia Renewables Holdings, Inc. (the "Target") of its intent to renegotiate certain material terms of the forty (40)-year water-treatment concession for the Bull Run Filtration Project. The concession, originally executed in or about 2018, generates annual revenue of approximately Sixty-Four Million Dollars ($64,000,000) and constitutes a material component of the Target's revenue base and enterprise value. The renegotiation has been prompted by changed regulatory requirements under Oregon Senate Bill 1567 (2022), and the scope, timing, and outcome of such renegotiation remain uncertain. The General Partner has determined that this development constitutes a Material Impediment Event because (i) it creates substantial uncertainty regarding the financial and operational profile of the Target, (ii) it has contributed to a delay in the closing of the Transaction, and (iii) it may materially affect the investment thesis underlying the Partnership's co-investment commitment.
Effect. Effective as of the date of this notice, and in accordance with Section 7.04(b) of the LP Agreement:
1.  All further capital calls with respect to the Partnership's unfunded commitment of Two Hundred Seventy-Seven Million Five Hundred Thousand Dollars ($277,500,000) are hereby suspended until further notice from the General Partner.
2.  All investment activity by the Partnership is hereby suspended until further notice from the General Partner.
3.  The Partnership shall enter a period of dormancy effective as of the date hereof, during which the General Partner shall take all actions reasonably necessary to preserve the Partnership's assets, rights, and obligations, including its rights under that certain Representations and Warranties Insurance Policy No. NSW-RI-2022-09814 issued by Northgate Specialty Insurance Co.
Capital Called to Date. As of the date hereof, Capital Call #1 in the amount of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), dated August 15, 2022, has been the sole capital call issued by the General Partner and has been funded in full by the Limited Partner. No further capital calls have been issued.
The General Partner shall continue to monitor developments with respect to the Bull Run Concession renegotiation and the Transaction, and shall provide updates to the Limited Partner as appropriate. The General Partner reserves all rights under Section 7.04(c) of the LP Agreement with respect to wind-down and dissolution of the Partnership in the event the Material Impediment Event is not resolved within the time periods specified therein.
This notice shall not be construed as a termination of the LP Agreement or a dissolution of the Partnership.
Please do not hesitate to contact the undersigned with any questions regarding this notice.
Very truly yours,
MERIDIAN INFRASTRUCTURE GP IV LLC General Partner of ICM Cascadia Co-Invest, LP
By: ________
Name: David R. Hargreaves
Title: Managing Partner
cc: Renata Obasi, Senior Managing Director, Infrastructure — Ironside Capital Management LP Pamela Cross, Partner — Calderwood & Harkness LLP
CONFIDENTIAL — This notice contains confidential information of ICM Cascadia Co-Invest, LP and Meridian Infrastructure GP IV LLC and is intended solely for the recipient identified above. Any unauthorized use, disclosure, or distribution of this notice is strictly prohibited.
Field | Detail
Policy Number | NSW-RI-2022-09814
Date Bound | September 1, 2022
Insurer | Northgate Specialty Insurance Co.
Named Insured | ICM Cascadia Co-Invest, LP
Additional Insured(s) | As set forth in the Policy
Coverage Limit | $195,000,000
Retention | As set forth in the Policy
Premium Deposit | $4,875,000
Premium Rate | 2.5% on Limit
Transaction | Acquisition of 100% of the equity interests of Cascadia Renewables Holdings, Inc. by Cascadia Acquisition Corp.
Transaction Agreement | Equity Purchase Agreement dated September 15, 2022
Enterprise Value | $1,950,000,000
Target | Cascadia Renewables Holdings, Inc. (Oregon)
Acquirer | Cascadia Acquisition Corp. (Delaware)
Governing Law (Policy) | State of Connecticut
Broker | As set forth in the Policy

SIDE LETTER AGREEMENT RE: TOLLING OF COVERAGE PERIOD

RECITALS

INSURER:

NORTHGATE SPECIALTY INSURANCE CO.

INSURED:

ICM CASCADIA CO-INVEST, LP

IRONSIDE CAPITAL MANAGEMENT LP

EXHIBIT A

REPRESENTATIONS AND WARRANTIES INSURANCE POLICY DECLARATION PAGE

EXHIBIT B

VIA EMAIL AND OVERNIGHT COURIER

Record

Parties

Dates

Amounts