Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Mutual Standstill and Preservation Agreement, including all schedules and exhibits hereto, as the same may be amended, supplemented, or modified from time to time in accordance with Section 10.6. "Buyer Parties" means, collectively, AcquisitionCo, Fund IV, and ICM Co-Invest. "CFIU

Section 1.2 — EPA Definitions Incorporated Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the EPA. In the event of any conflict between the definitions set forth in this Agreement and those set forth in the EPA, the definitions set forth in this Agreement shall control for purposes of this Agreement.

Section 1.3 — Interpretation Unless the context otherwise requires: (a) The headings and captions of the Articles, Sections, and subsections of this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. (b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." (c) The words "herein," "her

ARTICLE II — MUTUAL STANDSTILL

Section 2.1 — Standstill Period The mutual standstill established by this Article II (the "Standstill Period") shall commence on the date hereof, February 15, 2024, and shall continue until the earliest to occur of: (a) the Reactivation Date; (b) the Wind-Down Date; (c) the Termination Date; or (d) twenty-four (24) months from the date hereof (i.e., February 15, 2026). The Standstill Period may be extended beyond the

Section 2.2 — Forbearance of Termination Rights (a) During the Standstill Period, each Party hereby agrees that it shall not exercise, assert, or purport to exercise any termination right under the EPA (including, without limitation, under Sections 8.01(b), 8.01(c), 8.01(d), and 8.01(e) thereof) arising from or related to, directly or indirectly, the expiration of the Expired Outside Date or any matter or circumstanc

Section 2.3 — No Prejudice (a) The standstill and forbearance set forth in this Article II shall not prejudice, impair, or otherwise affect any Party's substantive rights under the EPA or any Transaction Document, other than the specific termination rights and fee-related claims expressly forborne and waived under Section 2.2. Without limiting the generality of the foregoing, the Parties acknowledge and agree that al

Section 2.4 — Reservation of Rights — ICM Co-Invest (a) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall limit, impair, restrict, or otherwise affect any right of Ironside Capital Management LP (as the limited partner of ICM Co-Invest) under the Co-Invest LP Agreement, including, without limitation, (i) any wind-down election right under Section 7.04(c) of the Co-Invest LP A

ARTICLE III — PRESERVATION OBLIGATIONS

Section 3.1 — Preservation of Transaction Documents (a) Each Party shall preserve and maintain in full force and effect all Transaction Documents to which it is a party or with respect to which it has rights or obligations during the Preservation Period; provided, that the expired debt commitment letter dated August 30, 2022 from Atlas National Bank, N.A. and Pinnacle Credit Partners LLC, which expired on October 31,

Section 3.2 — Preservation of FERC Approval (a) The Parties acknowledge that the FERC Approval (FERC Docket No. EC22-143-000), received on December 15, 2022, is subject to a lapse provision pursuant to which the FERC Approval will expire and be of no further force or effect if the Transaction does not close within the period specified by FERC. The Parties further acknowledge that the lapse period has been extended by

Section 3.3 — Preservation of R&W Insurance (a) ICM Co-Invest and AcquisitionCo shall maintain the R&W Policy (Policy No. NSW-RI-2022-09814) issued by Northgate Specialty Insurance Co. and the Tolling Side Letter dated January 20, 2023 in full force and effect during the Preservation Period, and shall comply with all terms and conditions thereof required to preserve the coverage and the tolling of the coverage period

Section 3.4 — Company Ordinary Course Operations (a) The Company and the Selling Shareholders shall cause the Company to continue to operate in the ordinary course of business, consistent with past practice and the interim operating covenants set forth in Article V of the EPA, during the Preservation Period. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to (i)

Section 3.5 — CFIUS The Parties acknowledge that CFIUS clearance has been effectively received with respect to the Transaction, the voluntary notice having been acknowledged by CFIUS on September 20, 2022 with no further action required. No additional CFIUS filing is contemplated during the Preservation Period absent a change in the structure of the Transaction that would require a new or supplemental filing under Se

Section 3.6 — Books and Records (a) The Company shall maintain its books, records, and accounts in accordance with GAAP and applicable law during the Preservation Period. The Company shall make such books, records, and accounts available to the Buyer Parties for inspection, review, and copying upon reasonable prior written notice (not less than five (5) business days) during normal business hours at the Company's pri

Section 3.7 — Negative Covenants During the Preservation Period, without the prior written consent of the Buyer Parties (such consent to be provided or withheld in the Buyer Parties' sole discretion, unless otherwise specified below): (a) No Competing Transaction. The Company shall not, and the Selling Shareholders shall cause the Company not to, directly or indirectly, (i) solicit, initiate, encourage, or facilitate

ARTICLE IV — REACTIVATION FRAMEWORK

Section 4.1 — Reactivation Conditions A reactivation of the Transaction (a "Reactivation") may occur upon the satisfaction (or waiver by the Party entitled to the benefit thereof) of each of the following conditions: (a) Concession Renegotiation Resolution. The Concession Renegotiation between the Company and the Portland Metropolitan Water District shall have been resolved on terms that are acceptable to the Buyer P

Section 4.2 — Reactivation Notice (a) Any Buyer Party or any Selling Shareholder may, at any time during the Standstill Period, deliver a written notice (a "Reactivation Notice") to all other Parties proposing the Reactivation of the Transaction. A Reactivation Notice shall specify in reasonable detail the basis for the delivering Party's belief that the Reactivation conditions set forth in Section 4.1 can be satisfi

Section 4.3 — Revised Economics (a) The Parties acknowledge and agree that the passage of time since the execution of the Original EPA, the Concession Renegotiation, the expiration of the original debt financing commitments, and changes in market conditions may require the renegotiation of certain economic and other terms of the Transaction in connection with any Reactivation. Without limiting the foregoing, the Part

Section 4.4 — Regulatory Re-Filings In the event of Reactivation, AcquisitionCo and the Company shall cooperate in good faith to prepare, file (or re-file), and prosecute all required regulatory applications and filings in connection with the Transaction, including, without limitation: (a) a new application under Section 203 of the Federal Power Act with FERC, if the FERC Approval has lapsed or been revoked, includin

Section 4.5 — Financing Refresh (a) In the event of Reactivation, Fund IV and ICM Co-Invest shall cooperate with AcquisitionCo to obtain new committed debt financing for the Transaction. Meridian GP IV shall lead and manage the financing process on behalf of the Buyer Parties, including the selection of potential lenders, the negotiation of financing terms, and the execution and delivery of commitment letters and def

ARTICLE V — WIND-DOWN FRAMEWORK

Section 5.1 — Wind-Down Triggers A wind-down (a "Wind-Down") of the Transaction and the related arrangements may be initiated upon the occurrence of any of the following events: (a) Mutual Agreement. The mutual written agreement of all Parties to this Agreement to initiate a Wind-Down of the Transaction; (b) Failure to Deliver Reactivation Notice. The failure of any Party to deliver a Reactivation Notice within eight

Section 5.2 — Wind-Down Procedures Following a Wind-Down Date, the Parties shall promptly undertake the following actions in an orderly and commercially reasonable manner: (a) EPA Termination. The EPA shall be terminated by mutual consent of all parties thereto. Each Party shall execute and deliver a mutual termination agreement, substantially in the form attached hereto as Exhibit A (the "Mutual Termination Agreemen

Section 5.3 — Mutual Release on Wind-Down (a) Upon the completion of all Wind-Down procedures set forth in Section 5.2 (including the execution and delivery of the Mutual Termination Agreement and the completion of the dissolution and wind-down of AcquisitionCo and ICM Co-Invest), the Parties shall exchange mutual general releases (the "Mutual Releases") of any and all claims, demands, actions, causes of action, suit

Section 5.4 — No Break-Up Fee or Termination Fee No Party shall owe any break-up fee, termination fee, reverse break-up fee, or similar payment to any other Party in connection with a Wind-Down initiated pursuant to this Article V, and no such fee or payment shall be payable by any Party to any other Party as a consequence of the termination of the Transaction pursuant to the Wind-Down procedures set forth herein. Th

Section 6.1 — Termination Date This Agreement shall terminate on the earliest to occur of the following (such earliest date, the "Termination Date"): (a) the Reactivation Date, upon which the EPA, as amended by the Fourth Amendment or Restated EPA, shall govern the rights and obligations of the parties thereto with respect to the Transaction, and this Agreement shall be of no further force or effect (except for the S

Section 6.2 — Effect of Termination Upon termination of this Agreement on the Termination Date, all rights and obligations of the Parties hereunder shall cease and be of no further force or effect, except for: (a) the Surviving Provisions (as set forth in Section 6.3); (b) any obligations that have accrued prior to the Termination Date but remain unsatisfied as of such date, including, without limitation, any obligat

Section 6.3 — Surviving Provisions The following provisions of this Agreement shall survive the termination of this Agreement and shall continue in full force and effect in accordance with their respective terms: Article VII (Expenses and Indemnification), Article VIII (Confidentiality), Article X (Miscellaneous), and Sections 5.3 (Mutual Release on Wind-Down) and 5.4 (No Break-Up Fee or Termination Fee). In addition

ARTICLE VII — EXPENSES AND INDEMNIFICATION

Section 7.1 — Expenses During Preservation Period — General Rule Except as otherwise provided in Section 7.2, each Party shall bear its own costs and expenses (including fees and disbursements of counsel, accountants, financial advisors, and other professional advisors) incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement and the performance of its obligations hereunder

Section 7.2 — Shared Costs on Reactivation or Wind-Down (a) Reactivation Costs. In the event of a Reactivation: (i) All costs and expenses of regulatory re-filings required under Section 4.4 (including filing fees, counsel fees, consultant fees, and expert fees) shall be allocated seventy-one and forty-three hundredths percent (71.43%) to Fund IV and twenty-eight and fifty-seven hundredths percent (28.57%) to ICM Co-

Section 7.3 — Indemnification (a) Cross-Indemnification. Each Party (an "Indemnifying Party") shall indemnify, defend, and hold harmless each other Party and its affiliates, and their respective partners, members, managers, directors, officers, employees, agents, advisors, representatives, successors, and permitted assigns (each, an "Indemnified Party"), from and against any and all losses, claims, damages, liabiliti