Contract analysis

Section 1.1 — Amendment to Outside Date. (a) The definition of "Outside Date" set forth in Section 1.01 of the Original Agreement (as previously amended by Section 1.1 of the First Amendment and Section 1.1 of the Second Amendment) is hereby further amended and restated in its entirety to read as follows: "Outside Date" means December 31, 2023. (b) For the avoidance of doubt, effective as of the date of this Third Am

Section 1.2 — Amendment to Section 8.01(b).

Section 8.01(b) of the Agreement is hereby amended to replace each reference to the previously stated Outside Date (as set forth therein and as previously amended by the First Amendment and the Second Amendment) with a reference to "December 31, 2023." For the avoidance of doubt, as so amended, Section 8.01(b) of the Agreement provides that this Agreement may be terminated at any time prior to the Closing: "(b) by ei

Section 1.3 — Acknowledgment Regarding Regulatory Proceedings. (a) The Parties acknowledge and agree that, as of the date of this Third Amendment, the following is a true and accurate summary of the status of the regulatory proceedings contemplated by the Agreement: (i) Oregon Public Utility Commission. The application before the OPUC (OPUC Docket Number UM-2287) was filed on October 14, 2022, by the Company and Buye

Section 1.4 — Acknowledgment Regarding Concession Renegotiation. (a) The Parties acknowledge and agree that the renegotiation between the Company and the PMWD with respect to the Bull Run Concession (the concession agreement having been originally executed on or about June 22, 2018, with an initial term of thirty (30) years and annual revenue thereunder of approximately Sixty-Four Million Dollars ($64,000,000) based

Section 1.5 — Acknowledgment Regarding Financing. (a) The Parties acknowledge and agree that, as of the date of this Third Amendment, the debt commitment letter dated August 30, 2022 (the "Debt Commitment Letter"), provided by Atlas National Bank, N.A., as lead arranger and administrative agent, and Pinnacle Credit Partners LLC, as co-lender (collectively, the "Financing Sources"), providing for (i) a senior secured

ARTICLE II — REPRESENTATIONS AND WARRANTIES

Section 2.1 — Representations and Warranties of the Sellers and the Company. Each Seller (severally and not jointly) and the Company hereby represents and warrants to Buyer, as of the date hereof, as follows: (a) Power and Authority. Such Party has full corporate, partnership, limited liability company, trust, or other applicable organizational power and authority to execute and deliver this Third Amendment and to pe

Section 2.2 — Representations and Warranties of Buyer. Buyer hereby represents and warrants to the Sellers and the Company, as of the date hereof, as follows: (a) Power and Authority. Buyer has full corporate power and authority to execute and deliver this Third Amendment and to perform its obligations hereunder. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State

ARTICLE III — GENERAL PROVISIONS

Section 3.1 — Effect of Amendment; No Other Modifications. Except as expressly amended, modified, or supplemented by this Third Amendment, the Agreement (including, without limitation, all representations, warranties, covenants, agreements, conditions, indemnification obligations, and other provisions set forth therein, as previously amended by the First Amendment and the Second Amendment) shall remain in full force

Section 3.2 — Reservation of Rights. Nothing in this Third Amendment shall constitute a waiver of any Party's rights or remedies under the Agreement, at law, or in equity, including without limitation any rights or remedies arising out of any breach or alleged breach of any representation, warranty, covenant, or agreement set forth in the Agreement. Without limiting the generality of the foregoing, the extension of t

Section 3.3 — Governing Law. This Third Amendment and all claims, disputes, and controversies arising out of or relating to this Third Amendment (including any claims relating to the negotiation, execution, or performance of this Third Amendment or any alleged breach hereof) shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflic

Section 3.4 — Jurisdiction and Venue. The provisions of Section 10.06 of the Agreement regarding jurisdiction, venue, and service of process are hereby incorporated herein by reference, mutatis mutandis, and shall apply to this Third Amendment as if fully set forth herein. Each Party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any state appellate cour

Section 3.5 — Counterparts. This Third Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Third Amendment by portable document format (PDF) transmission or other electronic transmission (including by Brightwater Software or simila

Section 3.6 — Successors and Assigns. This Third Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns in accordance with the terms and conditions of Section 10.05 of the Agreement. No Party may assign any of its rights or delegate any of its obligations under this Third Amendment except as expressly permitted by the Agreement.

Section 3.7 — Severability. If any provision of this Third Amendment (or any portion thereof) shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Third Amendment or the Agreement, and this Third Amendment and the Agreement shall be construed as if such invalid, illegal,

Section 3.8 — No Third-Party Beneficiaries. This Third Amendment is not intended to, and shall not, confer any rights or remedies upon any Person other than the Parties hereto and their respective successors and permitted assigns, except as expressly provided in the Agreement. Without limiting the foregoing, the Financing Sources shall be express third-party beneficiaries of this Third Amendment to the same extent an

Section 3.9 — Headings. The article and section headings contained in this Third Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Third Amendment. [Signature Pages Follow] SIGNATURE PAGES TO THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Third Amendment as of the date first wri