Contract analysis

Section 1.1 Defined Terms. All capitalized terms used but not defined in this First Amendment shall have the respective meanings ascribed to such terms in the Purchase Agreement. In addition, the following terms shall have the meanings set forth below: (a) "First Amendment" means this First Amendment to the Equity Purchase Agreement, dated as of November 22, 2022, by and among the Parties. (b) "First Amendment Effect

ARTICLE II AMENDMENTS TO THE PURCHASE AGREEMENT

Section 2.1 Extension of Outside Date. (a) The definition of "Outside Date" set forth in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: "'Outside Date' means March 31, 2023." (b) All references in the Purchase Agreement to the "Outside Date" shall, from and after the First Amendment Effective Date, be deemed to refer to March 31, 2023, as set forth herein, inc

Section 2.2 Corresponding Amendments. (a) Any and all provisions of the Purchase Agreement that reference the date "December 31, 2022" in connection with (i) the termination rights of any Party, (ii) the lapse or expiration of the Parties' obligations under the Purchase Agreement, or (iii) any deadline, milestone, or other date that is expressly conditioned upon or calculated by reference to the Outside Date, are her

Section 2.3 Regulatory Updates Acknowledgment. (a) The Parties acknowledge and agree that, as of the First Amendment Effective Date, the following regulatory matters relating to the transactions contemplated by the Purchase Agreement remain outstanding or have been resolved, as applicable: (i) FERC Section 203 Approval. The application for approval under Section 203 of the Federal Power Act (16 U.S.C. § 824b), filed

Section 2.4 Financing Commitment. (a) The Parties acknowledge that the debt commitment letter dated August 30, 2022 (the "Debt Commitment Letter"), executed by Atlas National Bank, N.A., a national banking association (as lead arranger and administrative agent), and Pinnacle Credit Partners LLC, a Delaware limited liability company (as co-lender), providing for (i) a Nine Hundred Seventy-Five Million Dollar ($975,000

Section 2.5 No Other Amendments. (a) Except as expressly set forth in this First Amendment, the Purchase Agreement shall remain in full force and effect and is hereby ratified, approved, and confirmed in all respects. The amendments set forth herein are limited precisely as written and shall not be deemed to be an amendment to, or waiver of, any other term, condition, or provision of the Purchase Agreement. (b) In th

ARTICLE III REPRESENTATIONS AND WARRANTIES

Section 3.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to each other Party, as of the First Amendment Effective Date, as follows: (a) Power and Authority. Such Party has full corporate, limited partnership, trust, or other organizational power and authority, as applicable, to execute, deliver, and perform its obligations under this First Amendment. In the case of Timberline, the

Section 3.2 Bring-Down of Purchase Agreement Representations and Warranties. (a) Each Party hereby confirms that, except as otherwise disclosed in the disclosure schedules to the Purchase Agreement (including any supplements or updates thereto delivered in accordance with Section 6.8 of the Purchase Agreement), the representations and warranties of such Party set forth in the Purchase Agreement are true and correct i

Section 4.1 Effect of First Amendment. (a) The Purchase Agreement, as amended by this First Amendment, constitutes the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings, negotiations, and discussions among the Parties, whether oral or written, with respect to the matters addressed in this First Amendment. For the avoidance of doub

Section 4.2 Governing Law. This First Amendment shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Parties he

Section 4.3 Counterparts. This First Amendment may be executed in any number of counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. The delivery of an executed counterpart of this First Amendment by facsimile or by electr

Section 4.4 Headings. The article, section, and subsection headings contained in this First Amendment are for convenience of reference only, shall not be deemed to be a part of this First Amendment, and shall not be referred to in connection with the construction or interpretation of this First Amendment.

Section 4.5 Severability. If any term, provision, covenant, or restriction of this First Amendment is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this First Amendment shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the ec

Section 4.6 No Waiver. (a) The extension of the Outside Date from December 31, 2022 to March 31, 2023 pursuant to this First Amendment shall not be deemed a waiver of any right, remedy, power, or privilege of any Party under the Purchase Agreement, at law, or in equity, nor shall it be deemed to establish a custom or course of dealing between the Parties, or to create any obligation, express or implied, on the part o

Section 4.7 Expenses. Each Party shall bear its own costs and expenses (including, without limitation, fees and disbursements of legal counsel, financial advisors, accountants, and other professional advisors) incurred in connection with the negotiation, preparation, execution, and delivery of this First Amendment. Nothing in this Section 4.7 shall modify or limit any expense reimbursement or indemnification obligati

Section 4.8 Successors and Assigns. This First Amendment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns under the Purchase Agreement. No Party may assign or delegate any of its rights or obligations under this First Amendment except in accordance with the assignment provisions of the Purchase Agreement. Any purported assignment in contr

Section 4.9 Further Assurances. Each Party agrees to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances, and to take such additional actions, as may be reasonably necessary or appropriate to effectuate the provisions and purposes of this First Amendment. [Signature Pages Follow] SIGNATURE PAGES TO FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT