Contract analysis

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "u

Section 1.02 — Interpretation Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhibit," a

ARTICLE II — PURCHASE AND SALE

Section 2.01 — Purchase and Sale of Shares Subject to the terms and conditions of this Agreement, at the Closing: (a) the Timberline Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from the Timberline Seller, all of the shares of Company Common Stock owned by the Timberline Seller, representing sixty-two percent (62%) of the issued and outstanding share

Section 2.02 — Purchase Price (a) The aggregate consideration payable by Buyer for the Sold Shares (the "Purchase Price") shall be an amount equal to the product of (i) the Equity Value (i.e., the Enterprise Value of One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000), minus Net Debt of approximately Nine Hundred Million Dollars ($900,000,000), which equals approximately One Billion Fifty Million Dollars

Section 2.03 — Payment of Purchase Price At the Closing, Buyer shall pay the Purchase Price by wire transfer of immediately available funds in United States dollars: (a) to the Timberline Seller, its pro rata share of the Purchase Price (less the Timberline Seller's pro rata share of the Escrow Amount), by wire transfer to the account or accounts designated in writing by the Timberline Seller no later than two (2) Bu

Section 2.04 — Working Capital Adjustment (a) Estimated Closing Statement. No later than five (5) Business Days prior to the anticipated Closing Date, the Company shall deliver to Buyer a written statement (the "Estimated Closing Statement") setting forth the Company's good faith estimate of (i) Net Working Capital as of the Closing Date (the "Estimated Closing Net Working Capital"), (ii) Net Debt as of the Closing D

Section 2.05 — Sources of Funds (a) The sources and uses of funds for the transactions contemplated by this Agreement are summarized as follows: Sources: Uses: (b) The revolving credit facility in the aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000) shall be available for working capital and general corporate purposes of the Company and its Subsidiaries following the Closing, but shall b

Section 2.06 — Withholding Buyer and the Company (and any of their respective agents) shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are required to be deducted or withheld with respect to the making of such payment under the Code, or any applicable provision of federal, state, local, or foreign Tax Law. To the extent that amounts are so deducted or withhe

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE SELLERS Except as set forth in the Schedules (each of which shall be deemed to qualify the specifically identified Section of this Agreement to which it corresponds and any other Section of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such other Section), each Seller, severally and n

Section 3.01 — Organization and Good Standing of Sellers (a) Timberline Growth Equity Fund III, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of the Timberline Seller is Timberline Growth Partners LLC, a Delaware limited liability company, of which Hugh Callister serves as Managing Partner. The Timberline Seller has all

Section 3.02 — Authorization; Enforceability Each Seller has full power and authority (and, in the case of the Weir Trust, Jonathan M. Weir has full trust power and authority as trustee) to execute, deliver, and perform this Agreement and each other Transaction Document to which such Seller is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performa

Section 3.03 — Title to Shares (a) The Timberline Seller is the record and beneficial owner of shares of Company Common Stock representing sixty-two percent (62%) of the issued and outstanding shares of Company Common Stock, free and clear of all Liens other than Permitted Liens. The Timberline Seller has good and valid title to such shares and has the power and authority to sell, transfer, convey, assign, and delive

Section 3.04 — No Conflicts; Consents The execution, delivery, and performance by each Seller of this Agreement and each other Transaction Document to which such Seller is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or violate any provision of the organizational or governing documents of such Seller (including, in the case of the

Section 3.05 — Litigation There is no action, suit, claim, arbitration, investigation, or proceeding ("Action") pending or, to the Knowledge of such Seller, threatened against or affecting such Seller before any Governmental Authority that would, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of such Seller to consummate the transactions contemp

Section 3.06 — Brokers No broker, finder, investment banker, financial advisor, or other intermediary is entitled to any brokerage, finder's, or other fee or commission from Buyer or any of its Affiliates in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any Seller. The Sellers acknowledge that Blackthorn Advisory Group LLC has been engaged by Meridian

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the Schedules (each of which shall be deemed to qualify the specifically identified Section of this Agreement to which it corresponds and any other Section of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such other Section), the Company represents and wa

Section 4.01 — Organization and Good Standing Cascadia Renewables Holdings, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Oregon. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted. The Company is duly qualified or licensed to do business as a foreign cor

Section 4.02 — Subsidiaries (a) Schedule 4.02 sets forth a complete and accurate list of each Subsidiary of the Company, together with its jurisdiction of organization, the type of entity, and the percentage of equity interests owned, directly or indirectly, by the Company. Each Subsidiary is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisit

Section 4.03 — Capitalization (a) The authorized capital stock of the Company consists of Ten Million (10,000,000) shares of Company Common Stock, of which One Million (1,000,000) shares are issued and outstanding. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, and nonassessable and were issued in compliance with all applicable securities laws and are not su

Section 4.04 — Authorization; Enforceability The Company has full corporate power and authority to execute, deliver, and perform this Agreement and each other Transaction Document to which the Company is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by the Company of this Agreement and each other Transaction Document to which the Compa

Section 4.05 — No Conflicts; Consents The execution, delivery, and performance by the Company of this Agreement and each other Transaction Document to which the Company is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or violate any provision of the Company's articles of incorporation, bylaws, or other organizational or governing d

Section 4.06 — Financial Statements (a) The Company has made available to Buyer true, correct, and complete copies of (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2019, December 31, 2020, and December 31, 2021, and the related audited consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for the fiscal years then ended (coll

Section 4.07 — Absence of Certain Changes Since December 31, 2021 through the date of this Agreement: (a) no Company Material Adverse Effect has occurred; (b) the Company and its Subsidiaries have conducted their businesses in all material respects in the ordinary course of business consistent with past practice; and (c) none of the Company or any of its Subsidiaries has taken any action that, if taken after the date

Section 4.08 — Real Property (a) Schedule 4.08 sets forth a complete and accurate list, as of the date hereof, of all real property owned in fee simple by the Company or any Subsidiary (the "Owned Real Property"), including the location of each parcel. The Company or the applicable Subsidiary has good and marketable fee simple title to each parcel of Owned Real Property, free and clear of all Liens other than Permitt

Section 4.09 — Material Contracts (a) Schedule 4.09 sets forth a complete and accurate list, as of the date hereof, of each contract, agreement, lease, license, commitment, or instrument to which the Company or any Subsidiary is a party or by which any of them or their respective assets is bound that constitutes a "Material Contract." For purposes of this Agreement, "Material Contract" means any contract that: (i) is