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EQUITY PURCHASE AGREEMENT

by and among

TIMBERLINE GROWTH EQUITY FUND III, LP

THE JONATHAN M. WEIR REVOCABLE TRUST

THE ROLLOVER PARTICIPANTS IDENTIFIED ON SCHEDULE A HERETO

CASCADIA RENEWABLES HOLDINGS, INC.

and

CASCADIA ACQUISITION CORP.

Dated as of September 15, 2022

Execution Version

EQUITY PURCHASE AGREEMENT

This EQUITY PURCHASE AGREEMENT (this "Agreement" or "EPA"), dated as of September 15, 2022, is entered into by and among:

(i) Timberline Growth Equity Fund III, LP, a Delaware limited partnership (the "Timberline Seller");

(ii) The Jonathan M. Weir Revocable Trust (the "Weir Trust," and together with the Timberline Seller, the "Sellers");

(iii) the members of management identified on Schedule A hereto (the "Rollover Participants");

(iv) Cascadia Renewables Holdings, Inc., an Oregon corporation (the "Company"); and

(v) Cascadia Acquisition Corp., a Delaware corporation ("Buyer").

Each of the foregoing is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Timberline Growth Equity Fund III, LP is a Delaware limited partnership that owns sixty-two percent (62%) of the issued and outstanding shares of common stock, no par value per share (the "Company Common Stock"), of Cascadia Renewables Holdings, Inc., an Oregon corporation headquartered at 1100 SW Sixth Avenue, Suite 1800, Portland, Oregon 97204;

WHEREAS, the Weir Trust owns eighteen percent (18%) of the issued and outstanding shares of Company Common Stock;

WHEREAS, the Rollover Participants collectively own twenty percent (20%) of the issued and outstanding shares of Company Common Stock, of which fifty percent (50%) (i.e., ten percent (10%) of total equity) will be rolled into the post-Closing equity structure of Buyer pursuant to the Management Rollover Agreement and fifty percent (50%) (i.e., ten percent (10%) of total equity) will be sold to Buyer at the Closing;

WHEREAS, Buyer is a newly formed Delaware corporation organized for the sole purpose of consummating the transactions contemplated hereby and is wholly owned, directly or indirectly, by Meridian Infrastructure Partners Fund IV, LP, a Delaware limited partnership ("Fund IV"), and ICM Cascadia Co-Invest, LP, a Delaware limited partnership (the "Co-Investor");

WHEREAS, Fund IV has committed Seven Hundred Fifty Million Dollars ($750,000,000), representing seventy-one and forty-three hundredths percent (71.43%) of total equity, and Co-Investor has committed Three Hundred Million Dollars ($300,000,000), representing twenty-eight and fifty-seven hundredths percent (28.57%) of total equity, to finance the equity portion of the acquisition contemplated hereby, for aggregate equity funding of One Billion Fifty Million Dollars ($1,050,000,000);

WHEREAS, the Company owns and operates fourteen (14) hydroelectric facilities, six (6) wind farms, and three (3) water-treatment concessions across the States of Oregon, Washington, and Idaho, with long-term power-purchase agreements and municipal water-service contracts having remaining weighted-average lives of approximately twenty-two (22) years;

WHEREAS, for the fiscal year ended December 31, 2021, the Company's consolidated revenue was Four Hundred Eighty-Seven Million Dollars ($487,000,000) and its consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") was One Hundred Thirty-Eight Million Dollars ($138,000,000), each as audited by Halstead & Greer LLP, the Company's independent registered public accounting firm;

WHEREAS, the Parties desire to set forth the terms and conditions upon which Buyer will acquire one hundred percent (100%) of the issued and outstanding equity interests of the Company for an aggregate enterprise value of One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000) (the "Enterprise Value"), implying an equity value of approximately One Billion Fifty Million Dollars ($1,050,000,000) after giving effect to approximately Nine Hundred Million Dollars ($900,000,000) of net debt of the Company; and

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 hereby agree as follows:

ARTICLE I — DEFINITIONS

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 "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Agreement" or "EPA" has the meaning set forth in the preamble to this Agreement.

"Anti-Corruption Laws" means the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws and regulations of any jurisdiction in which the Company or any of its Subsidiaries conducts business.

"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in Portland, Oregon, New York, New York, or Boston, Massachusetts are authorized or required by law or regulation to close.

"Buyer" means Cascadia Acquisition Corp., a Delaware corporation.

"Buyer Indemnified Parties" means Buyer and its Affiliates (including, after the Closing, the Company and its Subsidiaries), and each of their respective directors, officers, employees, agents, successors, and assigns.

"CFIUS" means the Committee on Foreign Investment in the United States, as established pursuant to Section 721 of the Defense Production Act of 1950, as amended, including the Foreign Investment Risk Review Modernization Act of 2018.

"Closing" has the meaning set forth in Section 8.01.

"Closing Date" means the date on which the Closing occurs.

"Co-Invest Allocation Agreement" means that certain Co-Investment Allocation Agreement, dated as of July 29, 2022, by and between Fund IV and Co-Investor, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Co-Investor" means ICM Cascadia Co-Invest, LP, a Delaware limited partnership (EIN 88-3921457).

"Company" means Cascadia Renewables Holdings, Inc., an Oregon corporation.

"Company Common Stock" means the common stock, no par value per share, of the Company.

"Company Material Adverse Effect" means any fact, event, circumstance, development, condition, occurrence, or change that, individually or in the aggregate with all other facts, events, circumstances, developments, conditions, occurrences, or changes, (a) has had, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) prevents or materially delays, or would reasonably be expected to prevent or materially delay, the ability of the Company or the Sellers to consummate the transactions contemplated by this Agreement; provided, however, that none of the following, either alone or in combination, shall be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a Company Material Adverse Effect: (i) changes in general economic or financial market conditions, including changes in prevailing interest rates, credit markets, commodity prices, or exchange rates; (ii) changes in conditions generally affecting the industries in which the Company and its Subsidiaries operate, including the renewable energy, hydroelectric, wind power, and water-treatment industries; (iii) changes in applicable law or GAAP (or the interpretation thereof) after the date hereof; (iv) changes resulting from the announcement or pendency of the transactions contemplated hereby, including any impact on relationships with customers, suppliers, employees, or Governmental Authorities; (v) changes resulting from acts of war, sabotage, terrorism, military action, or any escalation or worsening thereof; (vi) changes resulting from earthquakes, hurricanes, tornados, floods, pandemics (including COVID-19 and any variants thereof), epidemics, or other natural disasters or acts of God; (vii) changes resulting from actions required to be taken or omitted pursuant to this Agreement or taken or omitted at the written request of Buyer; or (viii) any failure by the Company to meet any internal or published projections, forecasts, estimates, or predictions (it being understood that the underlying causes of any such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent such underlying causes are not otherwise excluded by clauses (i) through (vii) above); provided, further, that any fact, event, circumstance, development, condition, occurrence, or change referred to in clauses (i), (ii), (iii), (v), or (vi) above may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent that such fact, event, circumstance, development, condition, occurrence, or change has a disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industries in which the Company and its Subsidiaries operate.

"Concession Agreements" means the water-treatment concession agreements between the Company (or its applicable Subsidiary) and the municipal counterparties listed on Schedule 4.20, including, without limitation, that certain Concession Agreement for the Bull Run Filtration Project by and between Cascadia Water Treatment I, LLC (a wholly owned Subsidiary of the Company) and the Portland Metropolitan Water District (originally executed on or about June 14, 2018, with an initial term of forty (40) years, generating annual revenue of approximately Sixty-Four Million Dollars ($64,000,000)).

"Confidentiality Agreement" means that certain Confidentiality Agreement, dated as of March 18, 2022, by and between the Company and Meridian Infrastructure Partners LP, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"D&O Insurance" has the meaning set forth in Section 6.10.

"Debt Commitment Letter" means that certain commitment letter, dated as of August 30, 2022, among Atlas National Bank, N.A. and Pinnacle Credit Partners LLC, on the one hand, and Buyer, on the other hand, together with all exhibits, annexes, schedules, term sheets, and fee letters attached thereto, as the same may be amended, restated, supplemented, replaced, or otherwise modified from time to time in accordance with the terms of this Agreement.

"Debt Financing" means the senior secured term loan facility in the aggregate principal amount of Nine Hundred Seventy-Five Million Dollars ($975,000,000) and the revolving credit facility in the aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000), in each case as contemplated by the Debt Commitment Letter.

"Enterprise Value" means One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000).

"Environmental Laws" means all applicable federal, state, and local laws, statutes, regulations, ordinances, rules, orders, and decrees relating to pollution, protection of human health (as it relates to exposure to Hazardous Materials), or protection of the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, and the Toxic Substances Control Act, and any analogous state or local laws.

"Equity Financing" means the equity commitments of Fund IV in the amount of Seven Hundred Fifty Million Dollars ($750,000,000) and Co-Investor in the amount of Three Hundred Million Dollars ($300,000,000), for an aggregate equity commitment of One Billion Fifty Million Dollars ($1,050,000,000), in each case as contemplated by the equity commitment letters delivered to Sellers concurrently with the execution of this Agreement.

"Equity Value" means an amount equal to the Enterprise Value less Net Debt, estimated as of the date hereof at approximately One Billion Fifty Million Dollars ($1,050,000,000), subject to adjustment as provided in Section 2.04.

"Escrow Agent" means Greaves Bancorp, acting in its capacity as escrow agent under the Escrow Agreement, or any successor escrow agent appointed in accordance with the Escrow Agreement.

"Escrow Agreement" means the Escrow Agreement to be entered into at Closing by Buyer, the Sellers' Representative, and the Escrow Agent, substantially in the form attached hereto as Exhibit B.

"Escrow Amount" means Twenty-Five Million Dollars ($25,000,000), to be deposited with the Escrow Agent at Closing to secure the working-capital adjustment obligations pursuant to Section 2.04.

"FERC" means the Federal Energy Regulatory Commission of the United States of America, or any successor Governmental Authority.

"FIRPTA" means the Foreign Investment in Real Property Tax Act of 1980, as amended.

"FIRPTA Certificate" means a certificate of the Company in the form attached hereto as Exhibit C, certifying pursuant to Section 1445 of the Code and Treasury Regulations Section 1.1445-2(c)(3) that interests in the Company are not U.S. real property interests.

"Fraud" means actual and intentional fraud (and not constructive or equitable fraud or any fraud claim based on constructive knowledge, negligent misrepresentation, recklessness, or similar theory) committed by a Party with respect to the making of any representation or warranty set forth in this Agreement, involving a knowing and intentional misrepresentation of a material fact, with the specific intent to deceive the other Party, and upon which the other Party actually and reasonably relied to its detriment.

"Fund IV" means Meridian Infrastructure Partners Fund IV, LP, a Delaware limited partnership.

"Fundamental Representations" means, (a) with respect to the Sellers, the representations and warranties set forth in Section 3.01 (Organization and Good Standing of Sellers), Section 3.02 (Authorization; Enforceability), Section 3.03 (Title to Shares), and Section 3.06 (Brokers), (b) with respect to the Company, the representations and warranties set forth in Section 4.01 (Organization and Good Standing), Section 4.03 (Capitalization), Section 4.04 (Authorization; Enforceability), and Section 4.18 (Brokers), and (c) with respect to Buyer, the representations and warranties set forth in Section 5.01 (Organization and Good Standing), Section 5.02 (Authorization; Enforceability), and Section 5.04 (Financing).

"GAAP" means United States generally accepted accounting principles, consistently applied.

"Governmental Authority" means any federal, state, local, municipal, tribal, or foreign government, or any department, commission, board, bureau, agency, authority, court, tribunal, instrumentality, or political subdivision thereof, or any other body exercising executive, legislative, judicial, taxing, regulatory, or administrative functions of or pertaining to government (including FERC, OPUC, and CFIUS).

"GP" or "Meridian GP" means Meridian Infrastructure GP IV LLC, a Delaware limited liability company, the general partner of Fund IV and Co-Investor.

"Hazardous Materials" means any pollutant, contaminant, waste, chemical, substance, material, or constituent regulated under or defined as hazardous, toxic, or words of similar import under any Environmental Law, including petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead-based paint, radon, radioactive materials, and per- and polyfluoroalkyl substances.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

"Indebtedness" means, with respect to any Person, without duplication: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures, notes, or similar instruments; (c) all obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business consistent with past practice); (d) all obligations under capital leases; (e) all guarantees of Indebtedness of any other Person; (f) all obligations in respect of drawn letters of credit or bankers' acceptances; and (g) all obligations for interest, premiums, penalties, fees, expenses, breakage costs, and other amounts payable in respect of any of the foregoing.

"Indemnified Party" means any Person entitled to indemnification under Article IX.

"Indemnifying Party" means any Person obligated to provide indemnification under Article IX.

"Knowledge" means, with respect to the Company, the actual knowledge of Jonathan M. Weir (Chief Executive Officer), Sandra K. Llewellyn (Chief Financial Officer), and such other officers of the Company as are set forth on Schedule 1.01(a), after reasonable inquiry of their respective direct reports having responsibility for the matter in question.

"Law" means any federal, state, local, municipal, tribal, or foreign law, statute, constitution, treaty, principle of common law, resolution, ordinance, code, edict, decree, directive, rule, regulation, ruling, injunction, judgment, order, writ, or determination enacted, adopted, promulgated, implemented, or otherwise issued by any Governmental Authority.

"Lien" means any lien, pledge, hypothecation, mortgage, deed of trust, security interest, encumbrance, easement, restriction, right-of-way, defect in title, claim, charge, option, right of first refusal, preemptive right, or other similar restriction or limitation of any kind.

"Losses" means any and all losses, liabilities, damages, claims, demands, judgments, fines, penalties, costs, and expenses (including reasonable and documented out-of-pocket fees and expenses of attorneys, accountants, consultants, and other professionals), net of (a) any amounts actually recovered by the Indemnified Party under applicable insurance policies (including the R&W Insurance Policy, to the extent applicable) or from third parties, net of any costs of recovery, retroactive premium adjustments, and any deductibles or retentions, and (b) any net Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of such Losses in the taxable year of such incurrence or payment or the immediately succeeding taxable year.

"Management Rollover Agreement" means the management rollover agreement to be entered into at Closing by and among Buyer and each of the Rollover Participants, substantially in the form attached hereto as Exhibit A.

"Material Contract" has the meaning set forth in Section 4.09.

"Net Debt" means, as of the applicable date of determination, the aggregate Indebtedness of the Company and its Subsidiaries, less unrestricted cash and cash equivalents of the Company and its Subsidiaries, determined in accordance with GAAP on a basis consistent with the preparation of the Company's audited financial statements.

"Net Working Capital" means, as of the applicable date of determination, the current assets of the Company and its Subsidiaries (excluding cash and cash equivalents), less the current liabilities of the Company and its Subsidiaries (excluding current maturities of long-term Indebtedness), in each case determined in accordance with GAAP on a basis consistent with the preparation of the Company's audited financial statements and the methodologies set forth on Schedule 2.04.

"OPUC" means the Oregon Public Utility Commission, or any successor Governmental Authority.

"Outside Date" means December 31, 2022; provided that the Outside Date may be extended pursuant to Section 10.01(b).

"Permitted Liens" means: (a) Liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (b) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, and other Liens imposed by Law arising in the ordinary course of business for amounts not yet due and payable or being contested in good faith; (c) Liens created by this Agreement or the transactions contemplated hereby; (d) zoning, entitlement, building, and other land use regulations imposed by any Governmental Authority that are not violated by the current use or occupancy of the applicable real property; (e) easements, covenants, conditions, restrictions, and other similar matters of record affecting title to real property that do not, individually or in the aggregate, materially impair the use or occupancy of such real property in the conduct of the Company's business as currently conducted; and (f) Liens set forth on Schedule 4.03 or Schedule 4.08, as applicable.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other entity.

"Purchase Price" has the meaning set forth in Section 2.02.

"R&W Insurance Policy" means that certain representations and warranties insurance policy issued by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814), in favor of Buyer, with a coverage limit of One Hundred Ninety-Five Million Dollars ($195,000,000) (representing ten percent (10%) of the Enterprise Value), together with all endorsements, binders, and amendments thereto.

"Regulatory Approvals" means, collectively, (a) approval of the transactions contemplated hereby by FERC pursuant to Section 203 of the Federal Power Act, (b) approval of the transactions contemplated hereby by the OPUC, and (c) clearance by CFIUS, each as more fully described in Section 6.03.

"Rollover Participants" means the members of management identified on Schedule A hereto.

"Rollover Shares" means the shares of Company Common Stock retained by the Rollover Participants at the Closing, which shall represent fifty percent (50%) of the Rollover Participants' collective twenty percent (20%) stake in the Company (i.e., ten percent (10%) of total outstanding Company Common Stock), to be exchanged for equity interests in Buyer or a parent entity of Buyer pursuant to the Management Rollover Agreement.

"Sanctions" means economic or financial sanctions or trade embargoes administered or enforced by the United States government (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State), the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom.

"Seller Indemnified Parties" means the Sellers, the Rollover Participants, and their respective Affiliates, and each of their respective directors, officers, employees, agents, trustees, beneficiaries, successors, and assigns.

"Sellers" means Timberline Seller and the Weir Trust, collectively.

"Sellers' Representative" means the Timberline Seller (or such other Person as may be designated in writing by the Sellers).

"Sold Shares" means all shares of Company Common Stock other than the Rollover Shares, representing in the aggregate ninety percent (90%) of the issued and outstanding Company Common Stock.

"Straddle Period" means any taxable period beginning on or before and ending after the Closing Date.

"Subsidiary" or "Subsidiaries" means, with respect to any Person, any corporation, partnership, limited liability company, joint venture, or other entity of which such Person (a) beneficially owns, directly or indirectly, more than fifty percent (50%) of the outstanding voting securities or other equity interests, or (b) otherwise has the power to vote, direct the voting of, or otherwise control sufficient equity interests so as to elect a majority of the board of directors or similar governing body.

"Target Net Working Capital" means the amount set forth on Schedule 2.04, as agreed upon by Buyer and the Sellers prior to the date hereof.

"Tax" or "Taxes" means all federal, state, local, or foreign taxes, charges, fees, levies, imposts, duties, or other assessments, including income, gross receipts, excise, employment, sales, use, transfer, license, payroll, franchise, severance, stamp, occupation, windfall profits, environmental, customs duties, capital stock, surplus, disability, withholding, real property, personal property (tangible and intangible), alternative or add-on minimum, estimated, or other taxes of any kind whatsoever, including any interest, penalty, or addition thereto.

"Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

"Timberline Seller" means Timberline Growth Equity Fund III, LP, a Delaware limited partnership.

"Transaction Costs" means the aggregate fees, costs, and expenses incurred by or on behalf of the Company, the Sellers, or Buyer (or their respective Affiliates) in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, including (a) all fees and expenses of legal counsel, financial advisors, investment bankers, accountants, and other advisors, (b) all filing fees and regulatory costs, (c) the premium for the R&W Insurance Policy, (d) Debt Financing fees and expenses, and (e) all other customary transaction-related costs. Transaction Costs are estimated at Fifty Million Dollars ($50,000,000) as of the date hereof.

"Transaction Documents" means this Agreement, the Management Rollover Agreement, the Escrow Agreement, the equity commitment letters delivered in connection with the Equity Financing, the joinders executed pursuant to Section 11.14, and each other agreement, certificate, instrument, or document executed and delivered in connection with the transactions contemplated hereby.

"WARN Act" means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any analogous state or local law.

"Weir Trust" means The Jonathan M. Weir Revocable Trust.

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," and "Annex" refer to the specified Article, Section, Schedule, Exhibit, or Annex of or to this Agreement, unless otherwise specified; (e) the word "including" and words of similar import shall mean "including, without limitation"; (f) the word "or" shall be disjunctive but not exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments, restatements, supplements, and other modifications thereto, but only to the extent such amendments, restatements, supplements, and other modifications are not prohibited by the terms of this Agreement; (h) references to statutes, rules, and regulations shall be deemed to include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such statutes, rules, and regulations, and all references to any section of any federal or state statute shall be deemed also to refer to any successor section; (i) references to "dollars" or "$" shall mean United States dollars; (j) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (k) all Schedules and Exhibits attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein; (l) any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning ascribed to such term in this Agreement; and (m) the Parties have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

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 shares of Company Common Stock, free and clear of all Liens other than Permitted Liens;

(b) the Weir Trust shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from the Weir Trust, all of the shares of Company Common Stock owned by the Weir Trust, representing eighteen percent (18%) of the issued and outstanding shares of Company Common Stock, free and clear of all Liens other than Permitted Liens;

(c) each Rollover Participant shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from such Rollover Participant, fifty percent (50%) of the shares of Company Common Stock owned by such Rollover Participant (representing, in the aggregate, ten percent (10%) of the issued and outstanding shares of Company Common Stock), free and clear of all Liens other than Permitted Liens, and each Rollover Participant shall retain the remaining fifty percent (50%) of the shares of Company Common Stock owned by such Rollover Participant (representing, in the aggregate, ten percent (10%) of the issued and outstanding shares of Company Common Stock) as Rollover Shares, subject to the terms and conditions of the Management Rollover Agreement; and

(d) in the aggregate, Buyer shall acquire ninety percent (90%) of the outstanding shares of Company Common Stock (the Sold Shares) for the Purchase Price, and the Rollover Participants shall retain ten percent (10%) of the outstanding shares of Company Common Stock (the Rollover Shares).

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 ($1,050,000,000)), multiplied by (ii) ninety percent (90%) (i.e., the percentage of outstanding shares of Company Common Stock constituting the Sold Shares), in each case subject to adjustment pursuant to Section 2.04.

(b) The Purchase Price shall be allocated among the Sellers and the selling Rollover Participants pro rata based on their respective percentage ownership of the Sold Shares. For purposes of illustration, based on an estimated Equity Value of One Billion Fifty Million Dollars ($1,050,000,000), the estimated allocation of the Purchase Price is as follows:

The foregoing table is illustrative only and is subject to adjustment based on the final determination of Net Debt and the working-capital adjustment pursuant to Section 2.04.

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) Business Days prior to the Closing Date;

(b) to the Weir Trust, its pro rata share of the Purchase Price (less the Weir Trust's pro rata share of the Escrow Amount), by wire transfer to the account or accounts designated in writing by the Weir Trust no later than two (2) Business Days prior to the Closing Date;

(c) to each selling Rollover Participant, its pro rata share of the Purchase Price (less such Rollover Participant's pro rata share of the Escrow Amount), by wire transfer to the account or accounts designated in writing by such Rollover Participant no later than two (2) Business Days prior to the Closing Date; and

(d) to the Escrow Agent, the Escrow Amount of Twenty-Five Million Dollars ($25,000,000), by wire transfer to the escrow account established pursuant to the Escrow Agreement, to secure the working-capital adjustment obligations set forth in Section 2.04.

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 Date (the "Estimated Closing Net Debt"), (iii) Transaction Costs, and (iv) the resulting estimated Purchase Price. The Estimated Closing Statement shall be prepared in accordance with GAAP, consistently applied, and the methodologies set forth on Schedule 2.04.

(b) Post-Closing True-Up. Within ninety (90) calendar days after the Closing Date, Buyer shall prepare and deliver to the Sellers' Representative a written statement (the "Final Closing Statement") setting forth Buyer's determination of (i) Net Working Capital as of the Closing Date (the "Closing Net Working Capital"), (ii) Net Debt as of the Closing Date (the "Closing Net Debt"), (iii) Transaction Costs, and (iv) the resulting final Purchase Price. The Final Closing Statement shall be prepared in accordance with GAAP, consistently applied, and the methodologies set forth on Schedule 2.04.

(c) Review Period. The Sellers' Representative shall have thirty (30) calendar days following receipt of the Final Closing Statement (the "Review Period") to review the Final Closing Statement. During the Review Period, Buyer shall provide the Sellers' Representative and its representatives with reasonable access to the Company's books, records, work papers, and personnel as reasonably requested by the Sellers' Representative in connection with its review. If the Sellers' Representative does not deliver a written notice of disagreement (a "Dispute Notice") to Buyer within the Review Period, the Final Closing Statement as delivered by Buyer shall be deemed final, conclusive, and binding on the Parties.

(d) Dispute Resolution. If the Sellers' Representative timely delivers a Dispute Notice, the Parties shall use commercially reasonable efforts to resolve any disputed items during the thirty (30) calendar day period following delivery of the Dispute Notice. If the Parties are unable to resolve all disputed items within such thirty (30) calendar day period, either Party may submit the remaining disputed items to a nationally recognized independent accounting firm mutually agreed upon by Buyer and the Sellers' Representative (or, if they are unable to agree, selected by the American Arbitration Association) (the "Independent Accounting Firm"). The Independent Accounting Firm shall act as an expert and not as an arbitrator and shall determine only those items remaining in dispute, and its determination shall be made within forty-five (45) calendar days after its engagement and shall be final, conclusive, and binding on the Parties, absent manifest error. The costs and expenses of the Independent Accounting Firm shall be shared equally between Buyer, on the one hand, and the Sellers, on the other hand.

(e) Adjustment Payment. Upon the final determination of the Closing Net Working Capital:

(i) if the Closing Net Working Capital exceeds the Target Net Working Capital, Buyer shall pay to the Sellers and selling Rollover Participants (pro rata based on their respective percentage ownership of the Sold Shares) an amount equal to such excess, by wire transfer of immediately available funds within five (5) Business Days of such final determination; and

(ii) if the Target Net Working Capital exceeds the Closing Net Working Capital, the Sellers and selling Rollover Participants (pro rata based on their respective percentage ownership of the Sold Shares) shall pay to Buyer an amount equal to such excess, which amount shall first be satisfied from the Escrow Amount and, to the extent the Escrow Amount is insufficient, by wire transfer of immediately available funds by the Sellers and selling Rollover Participants within five (5) Business Days of such final determination.

(f) Escrow. The Escrow Amount of Twenty-Five Million Dollars ($25,000,000) shall be held by the Escrow Agent in accordance with the terms of the Escrow Agreement and shall be available to satisfy any obligations of the Sellers and selling Rollover Participants arising under this Section 2.04. Any portion of the Escrow Amount remaining after the final resolution of all working-capital adjustment matters shall be released to the Sellers and selling Rollover Participants (pro rata based on their respective percentage ownership of the Sold Shares) promptly following such final resolution.

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 be undrawn as of the Closing Date.

(c) The allocation of the aggregate equity contribution of One Billion Fifty Million Dollars ($1,050,000,000) between Fund IV and Co-Investor shall be seventy-one and forty-three hundredths percent (71.43%) and twenty-eight and fifty-seven hundredths percent (28.57%), respectively, in accordance with the Co-Invest Allocation Agreement.

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 withheld and timely remitted to the applicable Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Buyer shall use commercially reasonable efforts to provide the applicable Seller or Rollover Participant with advance notice of any anticipated withholding and shall cooperate in good faith to minimize or eliminate any such withholding to the extent permitted by applicable Law.

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 not jointly, represents and warrants to Buyer as follows:

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 requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.

(b) The Weir Trust is a validly existing trust under the laws of the State of Oregon. Jonathan M. Weir serves as the sole trustee of the Weir Trust and is duly authorized to act on behalf of the Weir Trust in connection with the transactions contemplated by this Agreement. The Weir Trust has all requisite trust power and authority to own, lease, and operate its properties and to carry on its activities as currently conducted.

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 performance by each Seller of this Agreement and each other Transaction Document to which such Seller is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of such Seller (including, in the case of the Timberline Seller, all necessary limited partnership action, and, in the case of the Weir Trust, all actions required by the trust instrument). This Agreement has been duly executed and delivered by each Seller and constitutes a legal, valid, and binding obligation of each Seller, enforceable against such Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar Laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the "Enforceability Exceptions").

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 deliver such shares to Buyer as contemplated by this Agreement. Upon delivery of such shares to Buyer at the Closing and payment of the Purchase Price therefor as provided herein, Buyer will acquire good and valid title to such shares, free and clear of all Liens other than Permitted Liens and those created by Buyer.

(b) The Weir Trust is the record and beneficial owner of shares of Company Common Stock representing eighteen percent (18%) of the issued and outstanding shares of Company Common Stock, free and clear of all Liens other than Permitted Liens. The Weir Trust has good and valid title to such shares and has the power and authority to sell, transfer, convey, assign, and deliver such shares to Buyer as contemplated by this Agreement. Upon delivery of such shares to Buyer at the Closing and payment of the Purchase Price therefor as provided herein, Buyer will acquire good and valid title to such shares, free and clear of all Liens other than Permitted Liens and those created by Buyer.

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 Timberline Seller, its limited partnership agreement, and, in the case of the Weir Trust, the trust instrument); (b) conflict with, result in a breach of, or constitute a default (with or without notice or lapse of time or both) under, or give rise to any right of termination, acceleration, or cancellation under, any Material Contract to which such Seller is a party; or (c) violate any Law or order applicable to such Seller or any of its properties or assets. No consent, approval, order, or authorization of, or registration, declaration, or filing with, any Person or Governmental Authority is required to be obtained or made by or with respect to such Seller in connection with the execution, delivery, or performance of this Agreement or the consummation of the transactions contemplated hereby, other than the Regulatory Approvals.

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 contemplated by this Agreement.

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 Infrastructure Partners LP in connection with the transactions contemplated hereby and that Rivermark Capital Markets Inc. has been engaged as placement agent for Co-Investor, and that all fees payable to such advisors are the sole responsibility of the engaging parties and are not obligations of the Sellers.

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 warrants to Buyer as follows:

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 corporation and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such qualification or licensing necessary, including the States of Oregon, Washington, and Idaho, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

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 requisite power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.

(b) The Company directly or indirectly owns one hundred percent (100%) of the outstanding equity interests in each of its Subsidiaries, free and clear of all Liens other than Permitted Liens. There are no outstanding options, warrants, rights, agreements, or commitments relating to the issuance, sale, or transfer of any equity interests of any Subsidiary, and there are no outstanding securities convertible into or exchangeable for equity interests of any Subsidiary.

(c) Except for its Subsidiaries listed on Schedule 4.02, the Company does not own, directly or indirectly, any equity, partnership, membership, or similar interest in, or any interest convertible into, exercisable for the purchase of, or exchangeable for, any such equity, partnership, membership, or similar interest in, any Person.

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 subject to, or were not issued in violation of, any preemptive rights or similar rights.

(b) As of the date hereof, the issued and outstanding shares of Company Common Stock are owned as follows:

(c) Except as set forth on Schedule 4.03, there are no outstanding options, warrants, rights, agreements, convertible securities, exchangeable securities, or commitments relating to the issuance, sale, or transfer of any equity interests of the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem, or otherwise acquire any equity interests or to provide funds to, or make any investment in, any Person. There are no stockholder agreements, voting trusts, proxies, or other agreements or understandings in effect with respect to the voting or transfer of the Company Common Stock, except as disclosed on Schedule 4.03.

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 Company is or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company, including the unanimous approval of the Company's board of directors and, to the extent required by applicable Law and the Company's articles of incorporation and bylaws, the requisite vote of the stockholders of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

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 documents; (b) conflict with, result in a breach of, or constitute a default (with or without notice or lapse of time or both) under, or give rise to any right of termination, acceleration, or cancellation under, any Material Contract or any other contract, agreement, lease, license, or instrument to which the Company or any Subsidiary is a party or by which any of them or their respective assets is bound; (c) result in the creation or imposition of any Lien upon any of the assets of the Company or any Subsidiary (other than Permitted Liens); or (d) violate any Law or order applicable to the Company or any Subsidiary or any of their respective properties or assets. No consent, approval, order, or authorization of, or registration, declaration, or filing with, any Person or Governmental Authority is required to be obtained or made by or with respect to the Company or any Subsidiary in connection with the execution, delivery, or performance of this Agreement or the consummation of the transactions contemplated hereby, other than the Regulatory Approvals and those third-party consents listed on Schedule 4.05.

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 (collectively, the "Audited Financial Statements"), together with the reports of Halstead & Greer LLP, the Company's independent registered public accounting firm, thereon, and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of the most recent fiscal quarter ended prior to the date hereof (such balance sheet date, the "Interim Balance Sheet Date"), and the related unaudited consolidated statements of income and cash flows for the period then ended (the "Interim Financial Statements" and, together with the Audited Financial Statements, the "Financial Statements").

(b) The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and, with respect to the Interim Financial Statements, for the absence of footnotes and normal year-end adjustments that are not, individually or in the aggregate, material in amount) and fairly present, in all material respects, the consolidated financial condition, results of operations, changes in stockholders' equity, and cash flows of the Company and its Subsidiaries as of the respective dates of and for the periods referred to in such Financial Statements.

(c) For the fiscal year ended December 31, 2021, the Company's consolidated revenue was Four Hundred Eighty-Seven Million Dollars ($487,000,000) and its consolidated EBITDA was One Hundred Thirty-Eight Million Dollars ($138,000,000), each as reflected in the Audited Financial Statements.

(d) Halstead & Greer LLP is and has been, during the periods covered by the Audited Financial Statements, independent with respect to the Company within the meaning of the standards of the American Institute of Certified Public Accountants.

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 hereof without the consent of Buyer, would constitute a breach of Section 6.01.

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 Permitted Liens.

(b) Schedule 4.08 also sets forth a complete and accurate list, as of the date hereof, of all real property leased, subleased, licensed, or otherwise occupied or used by the Company or any Subsidiary (the "Leased Real Property," and together with the Owned Real Property, the "Real Property"), including the identity of the lessor, the lease term, and any renewal or purchase options. Each lease, sublease, license, or other occupancy agreement with respect to the Leased Real Property is valid, binding, and in full force and effect and is enforceable in accordance with its terms, subject to the Enforceability Exceptions, and neither the Company nor any Subsidiary is in material breach of or material default under any such lease.

(c) The Real Property includes, without limitation, fourteen (14) hydroelectric facility sites, six (6) wind farm sites, and three (3) water-treatment facility sites. All material easements, rights-of-way, licenses, and other appurtenances necessary for the current use and operation of the Real Property have been obtained and are in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

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 a power-purchase agreement, energy offtake agreement, or similar agreement for the sale of electricity or renewable energy credits;

(ii) is a Concession Agreement, including the Bull Run Filtration Project concession with the Portland Metropolitan Water District (originally executed on or about June 14, 2018, with an initial term of forty (40) years and generating annual revenue of approximately Sixty-Four Million Dollars ($64,000,000));

(iii) is a municipal water-service contract or similar arrangement;

(iv) involves aggregate payments by or to the Company or any Subsidiary in excess of Five Million Dollars ($5,000,000) per annum;

(v) is an operations and maintenance ("O&M") agreement involving annual payments in excess of Two Million Five Hundred Thousand Dollars ($2,500,000);

(vi) is an equipment supply agreement involving consideration in excess of Five Million Dollars ($5,000,000);

(vii) involves Indebtedness of the Company or any Subsidiary in excess of Five Million Dollars ($5,000,000);

(viii) restricts the ability of the Company or any Subsidiary to compete in any line of business or in any geographic area;

(ix) is a joint venture, partnership, or similar agreement;

(x) involves the acquisition or disposition of any business or assets for consideration in excess of Ten Million Dollars ($10,000,000);

(xi) is an employment agreement, severance agreement, or change-of-control agreement with any officer or key employee of the Company or any Subsidiary; or

(xii) is otherwise material to the business, assets, liabilities, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole.

(b) Each Material Contract listed on Schedule 4.09 is a valid, binding, and enforceable obligation of the Company or the applicable Subsidiary that is a party thereto and, to the Knowledge of the Company, of each other party thereto, in each case subject to the Enforceability Exceptions. Neither the Company nor any Subsidiary is in material breach of or material default under any Material Contract, and, to the Knowledge of the Company, no other party to any Material Contract is in material breach of or material default under any Material

EQUITY PURCHASE AGREEMENT
by and among
TIMBERLINE GROWTH EQUITY FUND III, LP
THE JONATHAN M. WEIR REVOCABLE TRUST
THE ROLLOVER PARTICIPANTS IDENTIFIED ON SCHEDULE A HERETO
CASCADIA RENEWABLES HOLDINGS, INC.
and
CASCADIA ACQUISITION CORP.
Dated as of September 15, 2022
Execution Version
EQUITY PURCHASE AGREEMENT
This EQUITY PURCHASE AGREEMENT (this "Agreement" or "EPA"), dated as of September 15, 2022, is entered into by and among:
(i) Timberline Growth Equity Fund III, LP, a Delaware limited partnership (the "Timberline Seller");
(ii) The Jonathan M. Weir Revocable Trust (the "Weir Trust," and together with the Timberline Seller, the "Sellers");
(iii) the members of management identified on Schedule A hereto (the "Rollover Participants");
(iv) Cascadia Renewables Holdings, Inc., an Oregon corporation (the "Company"); and
(v) Cascadia Acquisition Corp., a Delaware corporation ("Buyer").
Each of the foregoing is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Timberline Growth Equity Fund III, LP is a Delaware limited partnership that owns sixty-two percent (62%) of the issued and outstanding shares of common stock, no par value per share (the "Company Common Stock"), of Cascadia Renewables Holdings, Inc., an Oregon corporation headquartered at 1100 SW Sixth Avenue, Suite 1800, Portland, Oregon 97204;
WHEREAS, the Weir Trust owns eighteen percent (18%) of the issued and outstanding shares of Company Common Stock;
WHEREAS, the Rollover Participants collectively own twenty percent (20%) of the issued and outstanding shares of Company Common Stock, of which fifty percent (50%) (i.e., ten percent (10%) of total equity) will be rolled into the post-Closing equity structure of Buyer pursuant to the Management Rollover Agreement and fifty percent (50%) (i.e., ten percent (10%) of total equity) will be sold to Buyer at the Closing;
WHEREAS, Buyer is a newly formed Delaware corporation organized for the sole purpose of consummating the transactions contemplated hereby and is wholly owned, directly or indirectly, by Meridian Infrastructure Partners Fund IV, LP, a Delaware limited partnership ("Fund IV"), and ICM Cascadia Co-Invest, LP, a Delaware limited partnership (the "Co-Investor");
WHEREAS, Fund IV has committed Seven Hundred Fifty Million Dollars ($750,000,000), representing seventy-one and forty-three hundredths percent (71.43%) of total equity, and Co-Investor has committed Three Hundred Million Dollars ($300,000,000), representing twenty-eight and fifty-seven hundredths percent (28.57%) of total equity, to finance the equity portion of the acquisition contemplated hereby, for aggregate equity funding of One Billion Fifty Million Dollars ($1,050,000,000);
WHEREAS, the Company owns and operates fourteen (14) hydroelectric facilities, six (6) wind farms, and three (3) water-treatment concessions across the States of Oregon, Washington, and Idaho, with long-term power-purchase agreements and municipal water-service contracts having remaining weighted-average lives of approximately twenty-two (22) years;
WHEREAS, for the fiscal year ended December 31, 2021, the Company's consolidated revenue was Four Hundred Eighty-Seven Million Dollars ($487,000,000) and its consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") was One Hundred Thirty-Eight Million Dollars ($138,000,000), each as audited by Halstead & Greer LLP, the Company's independent registered public accounting firm;
WHEREAS, the Parties desire to set forth the terms and conditions upon which Buyer will acquire one hundred percent (100%) of the issued and outstanding equity interests of the Company for an aggregate enterprise value of One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000) (the "Enterprise Value"), implying an equity value of approximately One Billion Fifty Million Dollars ($1,050,000,000) after giving effect to approximately Nine Hundred Million Dollars ($900,000,000) of net debt of the Company; and
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 hereby agree as follows:
ARTICLE I — DEFINITIONS
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 "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Agreement" or "EPA" has the meaning set forth in the preamble to this Agreement.
"Anti-Corruption Laws" means the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws and regulations of any jurisdiction in which the Company or any of its Subsidiaries conducts business.
"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in Portland, Oregon, New York, New York, or Boston, Massachusetts are authorized or required by law or regulation to close.
"Buyer" means Cascadia Acquisition Corp., a Delaware corporation.
"Buyer Indemnified Parties" means Buyer and its Affiliates (including, after the Closing, the Company and its Subsidiaries), and each of their respective directors, officers, employees, agents, successors, and assigns.
"CFIUS" means the Committee on Foreign Investment in the United States, as established pursuant to Section 721 of the Defense Production Act of 1950, as amended, including the Foreign Investment Risk Review Modernization Act of 2018.
"Closing" has the meaning set forth in Section 8.01.
"Closing Date" means the date on which the Closing occurs.
"Co-Invest Allocation Agreement" means that certain Co-Investment Allocation Agreement, dated as of July 29, 2022, by and between Fund IV and Co-Investor, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Co-Investor" means ICM Cascadia Co-Invest, LP, a Delaware limited partnership (EIN 88-3921457).
"Company" means Cascadia Renewables Holdings, Inc., an Oregon corporation.
"Company Common Stock" means the common stock, no par value per share, of the Company.
"Company Material Adverse Effect" means any fact, event, circumstance, development, condition, occurrence, or change that, individually or in the aggregate with all other facts, events, circumstances, developments, conditions, occurrences, or changes, (a) has had, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) prevents or materially delays, or would reasonably be expected to prevent or materially delay, the ability of the Company or the Sellers to consummate the transactions contemplated by this Agreement; provided, however, that none of the following, either alone or in combination, shall be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a Company Material Adverse Effect: (i) changes in general economic or financial market conditions, including changes in prevailing interest rates, credit markets, commodity prices, or exchange rates; (ii) changes in conditions generally affecting the industries in which the Company and its Subsidiaries operate, including the renewable energy, hydroelectric, wind power, and water-treatment industries; (iii) changes in applicable law or GAAP (or the interpretation thereof) after the date hereof; (iv) changes resulting from the announcement or pendency of the transactions contemplated hereby, including any impact on relationships with customers, suppliers, employees, or Governmental Authorities; (v) changes resulting from acts of war, sabotage, terrorism, military action, or any escalation or worsening thereof; (vi) changes resulting from earthquakes, hurricanes, tornados, floods, pandemics (including COVID-19 and any variants thereof), epidemics, or other natural disasters or acts of God; (vii) changes resulting from actions required to be taken or omitted pursuant to this Agreement or taken or omitted at the written request of Buyer; or (viii) any failure by the Company to meet any internal or published projections, forecasts, estimates, or predictions (it being understood that the underlying causes of any such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent such underlying causes are not otherwise excluded by clauses (i) through (vii) above); provided, further, that any fact, event, circumstance, development, condition, occurrence, or change referred to in clauses (i), (ii), (iii), (v), or (vi) above may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent that such fact, event, circumstance, development, condition, occurrence, or change has a disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industries in which the Company and its Subsidiaries operate.
"Concession Agreements" means the water-treatment concession agreements between the Company (or its applicable Subsidiary) and the municipal counterparties listed on Schedule 4.20, including, without limitation, that certain Concession Agreement for the Bull Run Filtration Project by and between Cascadia Water Treatment I, LLC (a wholly owned Subsidiary of the Company) and the Portland Metropolitan Water District (originally executed on or about June 14, 2018, with an initial term of forty (40) years, generating annual revenue of approximately Sixty-Four Million Dollars ($64,000,000)).
"Confidentiality Agreement" means that certain Confidentiality Agreement, dated as of March 18, 2022, by and between the Company and Meridian Infrastructure Partners LP, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"D&O Insurance" has the meaning set forth in Section 6.10.
"Debt Commitment Letter" means that certain commitment letter, dated as of August 30, 2022, among Atlas National Bank, N.A. and Pinnacle Credit Partners LLC, on the one hand, and Buyer, on the other hand, together with all exhibits, annexes, schedules, term sheets, and fee letters attached thereto, as the same may be amended, restated, supplemented, replaced, or otherwise modified from time to time in accordance with the terms of this Agreement.
"Debt Financing" means the senior secured term loan facility in the aggregate principal amount of Nine Hundred Seventy-Five Million Dollars ($975,000,000) and the revolving credit facility in the aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000), in each case as contemplated by the Debt Commitment Letter.
"Enterprise Value" means One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000).
"Environmental Laws" means all applicable federal, state, and local laws, statutes, regulations, ordinances, rules, orders, and decrees relating to pollution, protection of human health (as it relates to exposure to Hazardous Materials), or protection of the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, and the Toxic Substances Control Act, and any analogous state or local laws.
"Equity Financing" means the equity commitments of Fund IV in the amount of Seven Hundred Fifty Million Dollars ($750,000,000) and Co-Investor in the amount of Three Hundred Million Dollars ($300,000,000), for an aggregate equity commitment of One Billion Fifty Million Dollars ($1,050,000,000), in each case as contemplated by the equity commitment letters delivered to Sellers concurrently with the execution of this Agreement.
"Equity Value" means an amount equal to the Enterprise Value less Net Debt, estimated as of the date hereof at approximately One Billion Fifty Million Dollars ($1,050,000,000), subject to adjustment as provided in Section 2.04.
"Escrow Agent" means Greaves Bancorp, acting in its capacity as escrow agent under the Escrow Agreement, or any successor escrow agent appointed in accordance with the Escrow Agreement.
"Escrow Agreement" means the Escrow Agreement to be entered into at Closing by Buyer, the Sellers' Representative, and the Escrow Agent, substantially in the form attached hereto as Exhibit B.
"Escrow Amount" means Twenty-Five Million Dollars ($25,000,000), to be deposited with the Escrow Agent at Closing to secure the working-capital adjustment obligations pursuant to Section 2.04.
"FERC" means the Federal Energy Regulatory Commission of the United States of America, or any successor Governmental Authority.
"FIRPTA" means the Foreign Investment in Real Property Tax Act of 1980, as amended.
"FIRPTA Certificate" means a certificate of the Company in the form attached hereto as Exhibit C, certifying pursuant to Section 1445 of the Code and Treasury Regulations Section 1.1445-2(c)(3) that interests in the Company are not U.S. real property interests.
"Fraud" means actual and intentional fraud (and not constructive or equitable fraud or any fraud claim based on constructive knowledge, negligent misrepresentation, recklessness, or similar theory) committed by a Party with respect to the making of any representation or warranty set forth in this Agreement, involving a knowing and intentional misrepresentation of a material fact, with the specific intent to deceive the other Party, and upon which the other Party actually and reasonably relied to its detriment.
"Fund IV" means Meridian Infrastructure Partners Fund IV, LP, a Delaware limited partnership.
"Fundamental Representations" means, (a) with respect to the Sellers, the representations and warranties set forth in Section 3.01 (Organization and Good Standing of Sellers), Section 3.02 (Authorization; Enforceability), Section 3.03 (Title to Shares), and Section 3.06 (Brokers), (b) with respect to the Company, the representations and warranties set forth in Section 4.01 (Organization and Good Standing), Section 4.03 (Capitalization), Section 4.04 (Authorization; Enforceability), and Section 4.18 (Brokers), and (c) with respect to Buyer, the representations and warranties set forth in Section 5.01 (Organization and Good Standing), Section 5.02 (Authorization; Enforceability), and Section 5.04 (Financing).
"GAAP" means United States generally accepted accounting principles, consistently applied.
"Governmental Authority" means any federal, state, local, municipal, tribal, or foreign government, or any department, commission, board, bureau, agency, authority, court, tribunal, instrumentality, or political subdivision thereof, or any other body exercising executive, legislative, judicial, taxing, regulatory, or administrative functions of or pertaining to government (including FERC, OPUC, and CFIUS).
"GP" or "Meridian GP" means Meridian Infrastructure GP IV LLC, a Delaware limited liability company, the general partner of Fund IV and Co-Investor.
"Hazardous Materials" means any pollutant, contaminant, waste, chemical, substance, material, or constituent regulated under or defined as hazardous, toxic, or words of similar import under any Environmental Law, including petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead-based paint, radon, radioactive materials, and per- and polyfluoroalkyl substances.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
"Indebtedness" means, with respect to any Person, without duplication: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures, notes, or similar instruments; (c) all obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business consistent with past practice); (d) all obligations under capital leases; (e) all guarantees of Indebtedness of any other Person; (f) all obligations in respect of drawn letters of credit or bankers' acceptances; and (g) all obligations for interest, premiums, penalties, fees, expenses, breakage costs, and other amounts payable in respect of any of the foregoing.
"Indemnified Party" means any Person entitled to indemnification under Article IX.
"Indemnifying Party" means any Person obligated to provide indemnification under Article IX.
"Knowledge" means, with respect to the Company, the actual knowledge of Jonathan M. Weir (Chief Executive Officer), Sandra K. Llewellyn (Chief Financial Officer), and such other officers of the Company as are set forth on Schedule 1.01(a), after reasonable inquiry of their respective direct reports having responsibility for the matter in question.
"Law" means any federal, state, local, municipal, tribal, or foreign law, statute, constitution, treaty, principle of common law, resolution, ordinance, code, edict, decree, directive, rule, regulation, ruling, injunction, judgment, order, writ, or determination enacted, adopted, promulgated, implemented, or otherwise issued by any Governmental Authority.
"Lien" means any lien, pledge, hypothecation, mortgage, deed of trust, security interest, encumbrance, easement, restriction, right-of-way, defect in title, claim, charge, option, right of first refusal, preemptive right, or other similar restriction or limitation of any kind.
"Losses" means any and all losses, liabilities, damages, claims, demands, judgments, fines, penalties, costs, and expenses (including reasonable and documented out-of-pocket fees and expenses of attorneys, accountants, consultants, and other professionals), net of (a) any amounts actually recovered by the Indemnified Party under applicable insurance policies (including the R&W Insurance Policy, to the extent applicable) or from third parties, net of any costs of recovery, retroactive premium adjustments, and any deductibles or retentions, and (b) any net Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of such Losses in the taxable year of such incurrence or payment or the immediately succeeding taxable year.
"Management Rollover Agreement" means the management rollover agreement to be entered into at Closing by and among Buyer and each of the Rollover Participants, substantially in the form attached hereto as Exhibit A.
"Material Contract" has the meaning set forth in Section 4.09.
"Net Debt" means, as of the applicable date of determination, the aggregate Indebtedness of the Company and its Subsidiaries, less unrestricted cash and cash equivalents of the Company and its Subsidiaries, determined in accordance with GAAP on a basis consistent with the preparation of the Company's audited financial statements.
"Net Working Capital" means, as of the applicable date of determination, the current assets of the Company and its Subsidiaries (excluding cash and cash equivalents), less the current liabilities of the Company and its Subsidiaries (excluding current maturities of long-term Indebtedness), in each case determined in accordance with GAAP on a basis consistent with the preparation of the Company's audited financial statements and the methodologies set forth on Schedule 2.04.
"OPUC" means the Oregon Public Utility Commission, or any successor Governmental Authority.
"Outside Date" means December 31, 2022; provided that the Outside Date may be extended pursuant to Section 10.01(b).
"Permitted Liens" means: (a) Liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (b) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, and other Liens imposed by Law arising in the ordinary course of business for amounts not yet due and payable or being contested in good faith; (c) Liens created by this Agreement or the transactions contemplated hereby; (d) zoning, entitlement, building, and other land use regulations imposed by any Governmental Authority that are not violated by the current use or occupancy of the applicable real property; (e) easements, covenants, conditions, restrictions, and other similar matters of record affecting title to real property that do not, individually or in the aggregate, materially impair the use or occupancy of such real property in the conduct of the Company's business as currently conducted; and (f) Liens set forth on Schedule 4.03 or Schedule 4.08, as applicable.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other entity.
"Purchase Price" has the meaning set forth in Section 2.02.
"R&W Insurance Policy" means that certain representations and warranties insurance policy issued by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814), in favor of Buyer, with a coverage limit of One Hundred Ninety-Five Million Dollars ($195,000,000) (representing ten percent (10%) of the Enterprise Value), together with all endorsements, binders, and amendments thereto.
"Regulatory Approvals" means, collectively, (a) approval of the transactions contemplated hereby by FERC pursuant to Section 203 of the Federal Power Act, (b) approval of the transactions contemplated hereby by the OPUC, and (c) clearance by CFIUS, each as more fully described in Section 6.03.
"Rollover Participants" means the members of management identified on Schedule A hereto.
"Rollover Shares" means the shares of Company Common Stock retained by the Rollover Participants at the Closing, which shall represent fifty percent (50%) of the Rollover Participants' collective twenty percent (20%) stake in the Company (i.e., ten percent (10%) of total outstanding Company Common Stock), to be exchanged for equity interests in Buyer or a parent entity of Buyer pursuant to the Management Rollover Agreement.
"Sanctions" means economic or financial sanctions or trade embargoes administered or enforced by the United States government (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State), the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom.
"Seller Indemnified Parties" means the Sellers, the Rollover Participants, and their respective Affiliates, and each of their respective directors, officers, employees, agents, trustees, beneficiaries, successors, and assigns.
"Sellers" means Timberline Seller and the Weir Trust, collectively.
"Sellers' Representative" means the Timberline Seller (or such other Person as may be designated in writing by the Sellers).
"Sold Shares" means all shares of Company Common Stock other than the Rollover Shares, representing in the aggregate ninety percent (90%) of the issued and outstanding Company Common Stock.
"Straddle Period" means any taxable period beginning on or before and ending after the Closing Date.
"Subsidiary" or "Subsidiaries" means, with respect to any Person, any corporation, partnership, limited liability company, joint venture, or other entity of which such Person (a) beneficially owns, directly or indirectly, more than fifty percent (50%) of the outstanding voting securities or other equity interests, or (b) otherwise has the power to vote, direct the voting of, or otherwise control sufficient equity interests so as to elect a majority of the board of directors or similar governing body.
"Target Net Working Capital" means the amount set forth on Schedule 2.04, as agreed upon by Buyer and the Sellers prior to the date hereof.
"Tax" or "Taxes" means all federal, state, local, or foreign taxes, charges, fees, levies, imposts, duties, or other assessments, including income, gross receipts, excise, employment, sales, use, transfer, license, payroll, franchise, severance, stamp, occupation, windfall profits, environmental, customs duties, capital stock, surplus, disability, withholding, real property, personal property (tangible and intangible), alternative or add-on minimum, estimated, or other taxes of any kind whatsoever, including any interest, penalty, or addition thereto.
"Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
"Timberline Seller" means Timberline Growth Equity Fund III, LP, a Delaware limited partnership.
"Transaction Costs" means the aggregate fees, costs, and expenses incurred by or on behalf of the Company, the Sellers, or Buyer (or their respective Affiliates) in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, including (a) all fees and expenses of legal counsel, financial advisors, investment bankers, accountants, and other advisors, (b) all filing fees and regulatory costs, (c) the premium for the R&W Insurance Policy, (d) Debt Financing fees and expenses, and (e) all other customary transaction-related costs. Transaction Costs are estimated at Fifty Million Dollars ($50,000,000) as of the date hereof.
"Transaction Documents" means this Agreement, the Management Rollover Agreement, the Escrow Agreement, the equity commitment letters delivered in connection with the Equity Financing, the joinders executed pursuant to Section 11.14, and each other agreement, certificate, instrument, or document executed and delivered in connection with the transactions contemplated hereby.
"WARN Act" means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any analogous state or local law.
"Weir Trust" means The Jonathan M. Weir Revocable Trust.
Section 1.02 — Interpretation
Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhibit," and "Annex" refer to the specified Article, Section, Schedule, Exhibit, or Annex of or to this Agreement, unless otherwise specified; (e) the word "including" and words of similar import shall mean "including, without limitation"; (f) the word "or" shall be disjunctive but not exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments, restatements, supplements, and other modifications thereto, but only to the extent such amendments, restatements, supplements, and other modifications are not prohibited by the terms of this Agreement; (h) references to statutes, rules, and regulations shall be deemed to include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such statutes, rules, and regulations, and all references to any section of any federal or state statute shall be deemed also to refer to any successor section; (i) references to "dollars" or "$" shall mean United States dollars; (j) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (k) all Schedules and Exhibits attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein; (l) any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning ascribed to such term in this Agreement; and (m) the Parties have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
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 shares of Company Common Stock, free and clear of all Liens other than Permitted Liens;
(b) the Weir Trust shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from the Weir Trust, all of the shares of Company Common Stock owned by the Weir Trust, representing eighteen percent (18%) of the issued and outstanding shares of Company Common Stock, free and clear of all Liens other than Permitted Liens;
(c) each Rollover Participant shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from such Rollover Participant, fifty percent (50%) of the shares of Company Common Stock owned by such Rollover Participant (representing, in the aggregate, ten percent (10%) of the issued and outstanding shares of Company Common Stock), free and clear of all Liens other than Permitted Liens, and each Rollover Participant shall retain the remaining fifty percent (50%) of the shares of Company Common Stock owned by such Rollover Participant (representing, in the aggregate, ten percent (10%) of the issued and outstanding shares of Company Common Stock) as Rollover Shares, subject to the terms and conditions of the Management Rollover Agreement; and
(d) in the aggregate, Buyer shall acquire ninety percent (90%) of the outstanding shares of Company Common Stock (the Sold Shares) for the Purchase Price, and the Rollover Participants shall retain ten percent (10%) of the outstanding shares of Company Common Stock (the Rollover Shares).
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 ($1,050,000,000)), multiplied by (ii) ninety percent (90%) (i.e., the percentage of outstanding shares of Company Common Stock constituting the Sold Shares), in each case subject to adjustment pursuant to Section 2.04.
(b) The Purchase Price shall be allocated among the Sellers and the selling Rollover Participants pro rata based on their respective percentage ownership of the Sold Shares. For purposes of illustration, based on an estimated Equity Value of One Billion Fifty Million Dollars ($1,050,000,000), the estimated allocation of the Purchase Price is as follows:
The foregoing table is illustrative only and is subject to adjustment based on the final determination of Net Debt and the working-capital adjustment pursuant to Section 2.04.
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) Business Days prior to the Closing Date;
(b) to the Weir Trust, its pro rata share of the Purchase Price (less the Weir Trust's pro rata share of the Escrow Amount), by wire transfer to the account or accounts designated in writing by the Weir Trust no later than two (2) Business Days prior to the Closing Date;
(c) to each selling Rollover Participant, its pro rata share of the Purchase Price (less such Rollover Participant's pro rata share of the Escrow Amount), by wire transfer to the account or accounts designated in writing by such Rollover Participant no later than two (2) Business Days prior to the Closing Date; and
(d) to the Escrow Agent, the Escrow Amount of Twenty-Five Million Dollars ($25,000,000), by wire transfer to the escrow account established pursuant to the Escrow Agreement, to secure the working-capital adjustment obligations set forth in Section 2.04.
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 Date (the "Estimated Closing Net Debt"), (iii) Transaction Costs, and (iv) the resulting estimated Purchase Price. The Estimated Closing Statement shall be prepared in accordance with GAAP, consistently applied, and the methodologies set forth on Schedule 2.04.
(b) Post-Closing True-Up. Within ninety (90) calendar days after the Closing Date, Buyer shall prepare and deliver to the Sellers' Representative a written statement (the "Final Closing Statement") setting forth Buyer's determination of (i) Net Working Capital as of the Closing Date (the "Closing Net Working Capital"), (ii) Net Debt as of the Closing Date (the "Closing Net Debt"), (iii) Transaction Costs, and (iv) the resulting final Purchase Price. The Final Closing Statement shall be prepared in accordance with GAAP, consistently applied, and the methodologies set forth on Schedule 2.04.
(c) Review Period. The Sellers' Representative shall have thirty (30) calendar days following receipt of the Final Closing Statement (the "Review Period") to review the Final Closing Statement. During the Review Period, Buyer shall provide the Sellers' Representative and its representatives with reasonable access to the Company's books, records, work papers, and personnel as reasonably requested by the Sellers' Representative in connection with its review. If the Sellers' Representative does not deliver a written notice of disagreement (a "Dispute Notice") to Buyer within the Review Period, the Final Closing Statement as delivered by Buyer shall be deemed final, conclusive, and binding on the Parties.
(d) Dispute Resolution. If the Sellers' Representative timely delivers a Dispute Notice, the Parties shall use commercially reasonable efforts to resolve any disputed items during the thirty (30) calendar day period following delivery of the Dispute Notice. If the Parties are unable to resolve all disputed items within such thirty (30) calendar day period, either Party may submit the remaining disputed items to a nationally recognized independent accounting firm mutually agreed upon by Buyer and the Sellers' Representative (or, if they are unable to agree, selected by the American Arbitration Association) (the "Independent Accounting Firm"). The Independent Accounting Firm shall act as an expert and not as an arbitrator and shall determine only those items remaining in dispute, and its determination shall be made within forty-five (45) calendar days after its engagement and shall be final, conclusive, and binding on the Parties, absent manifest error. The costs and expenses of the Independent Accounting Firm shall be shared equally between Buyer, on the one hand, and the Sellers, on the other hand.
(e) Adjustment Payment. Upon the final determination of the Closing Net Working Capital:
(i) if the Closing Net Working Capital exceeds the Target Net Working Capital, Buyer shall pay to the Sellers and selling Rollover Participants (pro rata based on their respective percentage ownership of the Sold Shares) an amount equal to such excess, by wire transfer of immediately available funds within five (5) Business Days of such final determination; and
(ii) if the Target Net Working Capital exceeds the Closing Net Working Capital, the Sellers and selling Rollover Participants (pro rata based on their respective percentage ownership of the Sold Shares) shall pay to Buyer an amount equal to such excess, which amount shall first be satisfied from the Escrow Amount and, to the extent the Escrow Amount is insufficient, by wire transfer of immediately available funds by the Sellers and selling Rollover Participants within five (5) Business Days of such final determination.
(f) Escrow. The Escrow Amount of Twenty-Five Million Dollars ($25,000,000) shall be held by the Escrow Agent in accordance with the terms of the Escrow Agreement and shall be available to satisfy any obligations of the Sellers and selling Rollover Participants arising under this Section 2.04. Any portion of the Escrow Amount remaining after the final resolution of all working-capital adjustment matters shall be released to the Sellers and selling Rollover Participants (pro rata based on their respective percentage ownership of the Sold Shares) promptly following such final resolution.
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 be undrawn as of the Closing Date.
(c) The allocation of the aggregate equity contribution of One Billion Fifty Million Dollars ($1,050,000,000) between Fund IV and Co-Investor shall be seventy-one and forty-three hundredths percent (71.43%) and twenty-eight and fifty-seven hundredths percent (28.57%), respectively, in accordance with the Co-Invest Allocation Agreement.
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 withheld and timely remitted to the applicable Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Buyer shall use commercially reasonable efforts to provide the applicable Seller or Rollover Participant with advance notice of any anticipated withholding and shall cooperate in good faith to minimize or eliminate any such withholding to the extent permitted by applicable Law.
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 not jointly, represents and warrants to Buyer as follows:
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 requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.
(b) The Weir Trust is a validly existing trust under the laws of the State of Oregon. Jonathan M. Weir serves as the sole trustee of the Weir Trust and is duly authorized to act on behalf of the Weir Trust in connection with the transactions contemplated by this Agreement. The Weir Trust has all requisite trust power and authority to own, lease, and operate its properties and to carry on its activities as currently conducted.
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 performance by each Seller of this Agreement and each other Transaction Document to which such Seller is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of such Seller (including, in the case of the Timberline Seller, all necessary limited partnership action, and, in the case of the Weir Trust, all actions required by the trust instrument). This Agreement has been duly executed and delivered by each Seller and constitutes a legal, valid, and binding obligation of each Seller, enforceable against such Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar Laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the "Enforceability Exceptions").
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 deliver such shares to Buyer as contemplated by this Agreement. Upon delivery of such shares to Buyer at the Closing and payment of the Purchase Price therefor as provided herein, Buyer will acquire good and valid title to such shares, free and clear of all Liens other than Permitted Liens and those created by Buyer.
(b) The Weir Trust is the record and beneficial owner of shares of Company Common Stock representing eighteen percent (18%) of the issued and outstanding shares of Company Common Stock, free and clear of all Liens other than Permitted Liens. The Weir Trust has good and valid title to such shares and has the power and authority to sell, transfer, convey, assign, and deliver such shares to Buyer as contemplated by this Agreement. Upon delivery of such shares to Buyer at the Closing and payment of the Purchase Price therefor as provided herein, Buyer will acquire good and valid title to such shares, free and clear of all Liens other than Permitted Liens and those created by Buyer.
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 Timberline Seller, its limited partnership agreement, and, in the case of the Weir Trust, the trust instrument); (b) conflict with, result in a breach of, or constitute a default (with or without notice or lapse of time or both) under, or give rise to any right of termination, acceleration, or cancellation under, any Material Contract to which such Seller is a party; or (c) violate any Law or order applicable to such Seller or any of its properties or assets. No consent, approval, order, or authorization of, or registration, declaration, or filing with, any Person or Governmental Authority is required to be obtained or made by or with respect to such Seller in connection with the execution, delivery, or performance of this Agreement or the consummation of the transactions contemplated hereby, other than the Regulatory Approvals.
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 contemplated by this Agreement.
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 Infrastructure Partners LP in connection with the transactions contemplated hereby and that Rivermark Capital Markets Inc. has been engaged as placement agent for Co-Investor, and that all fees payable to such advisors are the sole responsibility of the engaging parties and are not obligations of the Sellers.
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 warrants to Buyer as follows:
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 corporation and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased, or operated by it makes such qualification or licensing necessary, including the States of Oregon, Washington, and Idaho, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
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 requisite power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.
(b) The Company directly or indirectly owns one hundred percent (100%) of the outstanding equity interests in each of its Subsidiaries, free and clear of all Liens other than Permitted Liens. There are no outstanding options, warrants, rights, agreements, or commitments relating to the issuance, sale, or transfer of any equity interests of any Subsidiary, and there are no outstanding securities convertible into or exchangeable for equity interests of any Subsidiary.
(c) Except for its Subsidiaries listed on Schedule 4.02, the Company does not own, directly or indirectly, any equity, partnership, membership, or similar interest in, or any interest convertible into, exercisable for the purchase of, or exchangeable for, any such equity, partnership, membership, or similar interest in, any Person.
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 subject to, or were not issued in violation of, any preemptive rights or similar rights.
(b) As of the date hereof, the issued and outstanding shares of Company Common Stock are owned as follows:
(c) Except as set forth on Schedule 4.03, there are no outstanding options, warrants, rights, agreements, convertible securities, exchangeable securities, or commitments relating to the issuance, sale, or transfer of any equity interests of the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem, or otherwise acquire any equity interests or to provide funds to, or make any investment in, any Person. There are no stockholder agreements, voting trusts, proxies, or other agreements or understandings in effect with respect to the voting or transfer of the Company Common Stock, except as disclosed on Schedule 4.03.
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 Company is or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company, including the unanimous approval of the Company's board of directors and, to the extent required by applicable Law and the Company's articles of incorporation and bylaws, the requisite vote of the stockholders of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
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 documents; (b) conflict with, result in a breach of, or constitute a default (with or without notice or lapse of time or both) under, or give rise to any right of termination, acceleration, or cancellation under, any Material Contract or any other contract, agreement, lease, license, or instrument to which the Company or any Subsidiary is a party or by which any of them or their respective assets is bound; (c) result in the creation or imposition of any Lien upon any of the assets of the Company or any Subsidiary (other than Permitted Liens); or (d) violate any Law or order applicable to the Company or any Subsidiary or any of their respective properties or assets. No consent, approval, order, or authorization of, or registration, declaration, or filing with, any Person or Governmental Authority is required to be obtained or made by or with respect to the Company or any Subsidiary in connection with the execution, delivery, or performance of this Agreement or the consummation of the transactions contemplated hereby, other than the Regulatory Approvals and those third-party consents listed on Schedule 4.05.
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 (collectively, the "Audited Financial Statements"), together with the reports of Halstead & Greer LLP, the Company's independent registered public accounting firm, thereon, and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of the most recent fiscal quarter ended prior to the date hereof (such balance sheet date, the "Interim Balance Sheet Date"), and the related unaudited consolidated statements of income and cash flows for the period then ended (the "Interim Financial Statements" and, together with the Audited Financial Statements, the "Financial Statements").
(b) The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and, with respect to the Interim Financial Statements, for the absence of footnotes and normal year-end adjustments that are not, individually or in the aggregate, material in amount) and fairly present, in all material respects, the consolidated financial condition, results of operations, changes in stockholders' equity, and cash flows of the Company and its Subsidiaries as of the respective dates of and for the periods referred to in such Financial Statements.
(c) For the fiscal year ended December 31, 2021, the Company's consolidated revenue was Four Hundred Eighty-Seven Million Dollars ($487,000,000) and its consolidated EBITDA was One Hundred Thirty-Eight Million Dollars ($138,000,000), each as reflected in the Audited Financial Statements.
(d) Halstead & Greer LLP is and has been, during the periods covered by the Audited Financial Statements, independent with respect to the Company within the meaning of the standards of the American Institute of Certified Public Accountants.
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 hereof without the consent of Buyer, would constitute a breach of Section 6.01.
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 Permitted Liens.
(b) Schedule 4.08 also sets forth a complete and accurate list, as of the date hereof, of all real property leased, subleased, licensed, or otherwise occupied or used by the Company or any Subsidiary (the "Leased Real Property," and together with the Owned Real Property, the "Real Property"), including the identity of the lessor, the lease term, and any renewal or purchase options. Each lease, sublease, license, or other occupancy agreement with respect to the Leased Real Property is valid, binding, and in full force and effect and is enforceable in accordance with its terms, subject to the Enforceability Exceptions, and neither the Company nor any Subsidiary is in material breach of or material default under any such lease.
(c) The Real Property includes, without limitation, fourteen (14) hydroelectric facility sites, six (6) wind farm sites, and three (3) water-treatment facility sites. All material easements, rights-of-way, licenses, and other appurtenances necessary for the current use and operation of the Real Property have been obtained and are in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
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 a power-purchase agreement, energy offtake agreement, or similar agreement for the sale of electricity or renewable energy credits;
(ii) is a Concession Agreement, including the Bull Run Filtration Project concession with the Portland Metropolitan Water District (originally executed on or about June 14, 2018, with an initial term of forty (40) years and generating annual revenue of approximately Sixty-Four Million Dollars ($64,000,000));
(iii) is a municipal water-service contract or similar arrangement;
(iv) involves aggregate payments by or to the Company or any Subsidiary in excess of Five Million Dollars ($5,000,000) per annum;
(v) is an operations and maintenance ("O&M") agreement involving annual payments in excess of Two Million Five Hundred Thousand Dollars ($2,500,000);
(vi) is an equipment supply agreement involving consideration in excess of Five Million Dollars ($5,000,000);
(vii) involves Indebtedness of the Company or any Subsidiary in excess of Five Million Dollars ($5,000,000);
(viii) restricts the ability of the Company or any Subsidiary to compete in any line of business or in any geographic area;
(ix) is a joint venture, partnership, or similar agreement;
(x) involves the acquisition or disposition of any business or assets for consideration in excess of Ten Million Dollars ($10,000,000);
(xi) is an employment agreement, severance agreement, or change-of-control agreement with any officer or key employee of the Company or any Subsidiary; or
(xii) is otherwise material to the business, assets, liabilities, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole.
(b) Each Material Contract listed on Schedule 4.09 is a valid, binding, and enforceable obligation of the Company or the applicable Subsidiary that is a party thereto and, to the Knowledge of the Company, of each other party thereto, in each case subject to the Enforceability Exceptions. Neither the Company nor any Subsidiary is in material breach of or material default under any Material Contract, and, to the Knowledge of the Company, no other party to any Material Contract is in material breach of or material default under any Material

EQUITY PURCHASE AGREEMENT

TIMBERLINE GROWTH EQUITY FUND III, LP

THE JONATHAN M. WEIR REVOCABLE TRUST

THE ROLLOVER PARTICIPANTS IDENTIFIED ON SCHEDULE A HERETO

CASCADIA RENEWABLES HOLDINGS, INC.

CASCADIA ACQUISITION CORP.

EQUITY PURCHASE AGREEMENT

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