1023-00001 · Ironside Capital Management LP · Transaction Documents/EPA

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SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT

Dated as of March 15, 2023

among

CASCADIA ACQUISITION CORP., a Delaware corporation ("Buyer")

CASCADIA RENEWABLES HOLDINGS, INC., an Oregon corporation (the "Company")

TIMBERLINE GROWTH EQUITY FUND III, LP, a Delaware limited partnership ("Timberline" or "Majority Seller")

THE WEIR FAMILY TRUST (the "Weir Seller")

and

THE MEMBERS OF MANAGEMENT IDENTIFIED ON SCHEDULE A HERETO (collectively, the "Management Sellers" and, together with Timberline and the Weir Seller, the "Sellers")

SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT

This SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT (this "Second Amendment") is entered into as of March 15, 2023, by and among Cascadia Acquisition Corp., a Delaware corporation (the "Buyer"), Cascadia Renewables Holdings, Inc., an Oregon corporation (the "Company"), Timberline Growth Equity Fund III, LP, a Delaware limited partnership ("Timberline" or the "Majority Seller"), The Weir Family Trust (the "Weir Seller"), and the members of management of the Company identified on Schedule A hereto (collectively, the "Management Sellers" and, together with Timberline and the Weir Seller, the "Sellers"). The Buyer, the Company, and the Sellers are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Buyer, the Company, and the Sellers entered into that certain Equity Purchase Agreement dated as of September 15, 2022 (the "Original Agreement"), as amended by the First Amendment to Equity Purchase Agreement dated as of November 22, 2022 (the "First Amendment" and, together with the Original Agreement, as so amended, the "Purchase Agreement"), providing for the acquisition by the Buyer of one hundred percent (100%) of the issued and outstanding equity interests of the Company at an aggregate enterprise value of One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000);

WHEREAS, pursuant to the First Amendment, the Outside Date (as defined in the Purchase Agreement) was extended from December 31, 2022 to March 31, 2023, in order to allow additional time for the satisfaction of certain regulatory and other closing conditions;

WHEREAS, the conditions to the Closing set forth in Article VII of the Purchase Agreement have not yet been satisfied or waived as of the date hereof, including, without limitation, the receipt of final approval from the Oregon Public Utility Commission (the "OPUC") in connection with the proceedings pending under OPUC Docket Number UM-2287, which proceedings have been stayed at the joint request of the Parties since February 2023 pending the resolution of certain intervenor issues and the completion of additional discovery;

WHEREAS, the Portland Metropolitan Water District (the "Water District") notified the Company on October 28, 2022 of its intent to renegotiate the Bull Run Filtration Project concession agreement between the Company and the Water District (such renegotiation process, the "Concession Renegotiation"), and such Concession Renegotiation remains ongoing and unresolved as of the date hereof;

WHEREAS, the Parties desire to amend the Purchase Agreement to extend the Outside Date from March 31, 2023 to June 30, 2023, to provide additional time for the satisfaction of the conditions to the Closing, on the terms and subject to the conditions set forth herein; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

SECTION 1 — DEFINITIONS

1.1 Defined Terms. All capitalized terms used but not defined in this Second Amendment shall have the respective meanings given to such terms in the Purchase Agreement. For the avoidance of doubt, references herein to the "Purchase Agreement" shall mean the Original Agreement as amended by the First Amendment and as further amended by this Second Amendment. All references to "Sections," "Articles," "Exhibits," or "Schedules" in this Second Amendment shall be deemed to refer to the corresponding sections, articles, exhibits, or schedules of the Purchase Agreement, unless the context otherwise requires or unless otherwise expressly stated herein.

1.2 References to Purchase Agreement. All references to the "Purchase Agreement" in the Original Agreement, the First Amendment, and any ancillary agreement, certificate, instrument, side letter, or other document delivered in connection therewith or pursuant thereto shall, from and after the date hereof, be deemed to refer to the Purchase Agreement as amended by this Second Amendment, unless the context otherwise requires. To the extent any ancillary agreement, instrument, or document delivered in connection with the Purchase Agreement contains references to defined terms that are modified by this Second Amendment (including, without limitation, the definition of "Outside Date"), such references shall be deemed to incorporate the modifications effected hereby without the necessity of a separate amendment to such ancillary agreement, instrument, or document.

SECTION 2 — AMENDMENT TO OUTSIDE DATE

2.1 Amendment of Section 8.01(b)(i). Section 8.01(b)(i) of the Purchase Agreement is hereby amended by deleting the phrase "March 31, 2023" in its entirety each place where it appears therein and replacing it with "June 30, 2023." As so amended, Section 8.01(b)(i) of the Purchase Agreement shall read in relevant part as follows:

"(b) by either the Buyer or the Majority Seller (acting on behalf of all Sellers):

(i) if the Closing shall not have occurred on or before June 30, 2023 (the "Outside Date"); provided, however, that the right to terminate this Agreement under this Section 8.01(b)(i) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been a principal cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;"

2.2 Conforming Changes. The "Outside Date" as used in the Purchase Agreement and all ancillary documents, side letters, escrow agreements, transition services agreements, and other agreements referencing the Outside Date shall be deemed to mean June 30, 2023, unless further amended by the mutual written agreement of all Parties hereto in accordance with the amendment provisions of the Purchase Agreement. For purposes of clarity, the original Outside Date set forth in the Original Agreement was December 31, 2022, which was extended to March 31, 2023 by the First Amendment, and is now further extended to June 30, 2023 by this Second Amendment. Any calculation of periods or deadlines in the Purchase Agreement or in any ancillary agreement that is measured by reference to the Outside Date shall be recalculated accordingly.

SECTION 3 — REPRESENTATIONS AND WARRANTIES OF THE PARTIES

3.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to each other Party as of the date hereof as follows:

(a) Power and Authority. Such Party has full corporate, partnership, limited liability company, trust, or other organizational power and authority, as applicable, to execute and deliver this Second Amendment and to perform its obligations hereunder. In the case of the Buyer, this includes all necessary authorizations from its direct and indirect equity holders and governing bodies. In the case of Timberline, this includes all necessary authorizations from Timberline Growth Partners LLC, its general partner.

(b) Due Authorization. The execution, delivery, and performance of this Second Amendment by such Party has been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action, as applicable. No additional vote, consent, approval, or authorization of any person or entity (including any stockholder, partner, member, beneficiary, manager, director, or officer of such Party) is required in connection with the execution, delivery, and performance by such Party of this Second Amendment.

(c) Enforceability. This Second Amendment constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(d) No Conflicts. The execution, delivery, and performance by such Party of this Second Amendment does not and will not (i) conflict with, violate, or result in a breach of any provision of the organizational documents of such Party, (ii) conflict with, violate, result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation, acceleration, or loss of any benefit under, any agreement, contract, instrument, mortgage, lien, license, permit, order, judgment, or decree to which such Party is a party or by which such Party or any of its properties or assets is bound, or (iii) violate any applicable law, statute, rule, regulation, order, writ, injunction, judgment, or decree of any governmental authority applicable to such Party.

3.2 Seller Representations Regarding Material Adverse Effect. Each Seller hereby represents and warrants that, to such Seller's knowledge (after reasonable inquiry), no Material Adverse Effect (as defined in Section 1.01 of the Purchase Agreement) has occurred with respect to the Company or any of its subsidiaries since the date of the First Amendment (November 22, 2022), other than (a) the matters set forth in the Updated Disclosure Schedules delivered by the Company and the Sellers to the Buyer on or prior to the date hereof (the "Updated Disclosure Schedules"), which Updated Disclosure Schedules include, among other things, disclosure of the ongoing Concession Renegotiation with the Portland Metropolitan Water District and the stay of the OPUC proceedings under Docket Number UM-2287, and (b) changes, events, or developments that are excluded from the definition of "Material Adverse Effect" pursuant to the exceptions set forth in Section 1.01 of the Purchase Agreement. The Updated Disclosure Schedules delivered in connection with this Second Amendment supplement and update, but do not replace, the Disclosure Schedules previously delivered pursuant to the Original Agreement and the First Amendment, and shall be deemed to be part of the Disclosure Schedules for all purposes under the Purchase Agreement.

3.3 Buyer Representations Regarding Financing. The Buyer hereby represents and warrants that, to the Buyer's knowledge as of the date hereof:

(a) The equity financing commitments from (i) Meridian Infrastructure Partners Fund IV, LP, in the aggregate amount of Seven Hundred Fifty Million Dollars ($750,000,000), and (ii) ICM Cascadia Co-Invest, LP, in the aggregate amount of Three Hundred Million Dollars ($300,000,000), each as set forth in the equity commitment letters delivered to the Sellers in connection with the Original Agreement (as may have been amended, restated, or supplemented from time to time), remain in full force and effect as of the date hereof, and no event has occurred that, with or without notice or lapse of time, would permit any equity financing source to terminate, reduce, or otherwise modify its commitment thereunder.

(b) The debt financing commitment from Atlas National Bank, N.A. (as lead arranger and administrative agent) and Pinnacle Credit Partners LLC (as co-lender), consisting of a senior secured term loan facility in the aggregate principal amount of Nine Hundred Seventy-Five Million Dollars ($975,000,000) and a revolving credit facility in the aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000), each as set forth in the debt commitment letter dated August 30, 2022 and delivered to the Sellers in connection with the Original Agreement (as may have been amended, supplemented, or modified from time to time in accordance with the terms of the Purchase Agreement), remains in full force and effect as of the date hereof, and no event has occurred that, with or without notice or lapse of time, would permit either debt financing source to terminate, reduce, or otherwise modify its commitment thereunder.

(c) The Buyer has no knowledge of any fact, circumstance, or condition that would reasonably be expected to prevent or materially delay the consummation of the financing contemplated by the equity commitment letters and the debt commitment letter on the terms described therein.

SECTION 4 — COVENANTS

4.1 Interim Operating Covenant. From the date hereof through the earlier to occur of (x) the Closing or (y) the valid termination of the Purchase Agreement in accordance with its terms, the Company shall continue to conduct its business, and shall cause each of its subsidiaries to continue to conduct their respective businesses, in the ordinary course consistent with past practice in all material respects, subject to the terms and limitations set forth in Section 5.01 of the Purchase Agreement and subject to any consent or waiver provided by the Buyer pursuant thereto. The Company shall continue to comply with, and the Sellers shall cause the Company to continue to comply with, the negative covenants and consent requirements set forth in Section 5.01(b) of the Purchase Agreement, including, without limitation, those relating to capital expenditures, indebtedness, acquisitions, dispositions, dividends and distributions, compensation changes, and material contracts. Nothing in this Section 4.1 shall be construed to expand or otherwise modify the obligations of the Company or the Sellers under Section 5.01 of the Purchase Agreement.

4.2 Regulatory Efforts. The Parties shall continue to use their respective commercially reasonable efforts to satisfy the conditions to Closing set forth in Article VII of the Purchase Agreement as promptly as practicable, including cooperating with one another in good faith with respect to:

(a) OPUC Proceedings. The Oregon Public Utility Commission proceedings pending under OPUC Docket Number UM-2287, including (i) any request to un-stay or resume such proceedings, (ii) the preparation and submission of any supplemental filings, testimony, data responses, or other materials requested by the OPUC or any intervenor, (iii) negotiations with the OPUC Staff and any intervenor regarding the terms and conditions of any approval order, and (iv) any post-hearing briefing or settlement discussions. Each Party shall promptly notify the other Parties of any material communication received from the OPUC or any intervenor with respect to such proceedings and shall consult with the other Parties before making any material submission to the OPUC in connection therewith.

(b) FERC Approval Compliance. Compliance with the terms and conditions set forth in the approval order issued by the Federal Energy Regulatory Commission on December 15, 2022 under Section 203 of the Federal Power Act, in connection with FERC Docket Number EC22-143-000, including the timely filing of license-transfer documentation, post-closing compliance reports, and any other filings or actions required to maintain the effectiveness of such approval. The Parties shall cooperate in the preparation and filing of all such documentation and shall promptly notify the other Parties of any material communication received from FERC with respect thereto.

(c) Other Regulatory Approvals. Any other regulatory approvals, consents, or filings required for the consummation of the transactions contemplated by the Purchase Agreement, including any approvals or filings required under applicable environmental, land use, or water rights laws or regulations.

4.3 Concession Renegotiation Updates. The Company and the Sellers shall keep the Buyer reasonably informed of all material developments in the Concession Renegotiation with the Portland Metropolitan Water District relating to the Bull Run Filtration Project concession agreement (which currently generates annual revenue of approximately Sixty-Four Million Dollars ($64,000,000) for the Company). Without limiting the generality of the foregoing, the Company and the Sellers shall:

(a) Provide the Buyer with copies of any written proposals, term sheets, draft agreements, memoranda of understanding, or other material written communications exchanged between the Company (or any of its representatives) and the Water District (or any of its representatives) in connection with the Concession Renegotiation, promptly following the delivery or receipt thereof (and in any event within five (5) business days of such delivery or receipt);

(b) Promptly notify the Buyer of any material oral communication or meeting between the Company (or any of its representatives) and the Water District (or any of its representatives) relating to the Concession Renegotiation, and provide a reasonable summary of the substance of such communication or meeting within three (3) business days thereafter;

(c) Consult with the Buyer in good faith before agreeing to any material modification of the terms of the existing concession agreement or any proposed replacement concession agreement, and refrain from entering into any definitive agreement with the Water District modifying or replacing the existing concession agreement without the prior written consent of the Buyer (such consent not to be unreasonably withheld, conditioned, or delayed); and

(d) Use commercially reasonable efforts to preserve the material economic terms and conditions of the existing concession agreement, including the term, pricing, scope, and performance standards thereof, to the extent reasonably practicable in light of the circumstances of the Concession Renegotiation.

4.4 Preservation of Transaction Documents. Each Party agrees to preserve and not terminate, amend, modify, supplement, or waive any material rights or obligations under the Purchase Agreement, any ancillary agreement (including the escrow agreement, the transition services agreement, the employee matters agreement, and any non-competition or non-solicitation agreements), or any financing commitment (including the equity commitment letters and the debt commitment letter), except (a) as expressly contemplated by this Second Amendment, (b) with the prior written consent of all Parties hereto, or (c) as otherwise expressly permitted under the Purchase Agreement. Each Party shall promptly notify the other Parties of any notice of default, termination, or modification received from any counterparty to any financing commitment or material ancillary agreement.

SECTION 5 — TERMINATION RIGHTS

5.1 Continuation of Termination Provisions. The termination provisions set forth in Article VIII of the Purchase Agreement shall remain in full force and effect in accordance with their terms, as modified solely by the substitution of "June 30, 2023" for "March 31, 2023" as the Outside Date in Section 8.01(b)(i) of the Purchase Agreement, as set forth in Section 2.1 of this Second Amendment. All other termination rights set forth in Article VIII, including, without limitation, the termination rights set forth in Sections 8.01(a), 8.01(b)(ii), 8.01(b)(iii), 8.01(c), and 8.01(d) of the Purchase Agreement, shall remain unchanged and shall continue to apply in accordance with their terms.

5.2 Waiver of Prior Outside Date Termination Right. For the avoidance of doubt, no Party shall have the right to terminate the Purchase Agreement solely by reason of the extension of the Outside Date effected by this Second Amendment. Each Party hereby expressly and irrevocably waives any right it may have had to terminate the Purchase Agreement on or prior to March 31, 2023 (or at any time thereafter) solely by reason of the passage of the previously applicable Outside Date of March 31, 2023, as set forth in the First Amendment, or the passage of the original Outside Date of December 31, 2022, as set forth in the Original Agreement. This waiver is limited solely to termination rights arising from the passage of such prior Outside Dates and shall not constitute a waiver of any other termination right under the Purchase Agreement.

5.3 Preservation of Other Termination Rights. Nothing in this Second Amendment shall be deemed to limit, modify, restrict, or waive the termination rights of any Party arising from (a) a breach of any representation, warranty, covenant, or agreement under the Purchase Agreement that is not capable of being cured by the Outside Date (as extended hereby), (b) a breach of any representation, warranty, covenant, or agreement under the Purchase Agreement that constitutes a willful breach (as defined in the Purchase Agreement), (c) the occurrence of a Material Adverse Effect, (d) the failure of any condition to Closing set forth in Article VII of the Purchase Agreement to be capable of satisfaction by the Outside Date (as extended hereby) for reasons other than the passage of time, or (e) any other ground for termination expressly set forth in Article VIII of the Purchase Agreement.

SECTION 6 — EFFECT OF AMENDMENT; NO OTHER CHANGES

6.1 Ratification and Confirmation. Except as expressly amended, modified, or supplemented by this Second Amendment, the Purchase Agreement, including all exhibits, schedules, annexes, and ancillary agreements thereto, shall remain in full force and effect in accordance with its terms, and is hereby ratified and confirmed in all respects by each of the Parties hereto. Each Party hereby reaffirms all of its obligations under the Purchase Agreement (as amended hereby) and confirms that all references in the Purchase Agreement to "this Agreement" or words of similar import shall be deemed to refer to the Purchase Agreement as amended by this Second Amendment.

6.2 No Waiver. This Second Amendment shall not constitute a waiver or amendment of any provision of the Purchase Agreement except as expressly set forth herein and shall not be construed as a waiver of, or consent to, any right, power, or remedy of any Party under the Purchase Agreement, whether or not similar to the amendments set forth herein. The failure of any Party to exercise any right, power, or privilege under the Purchase Agreement as of the date hereof shall not operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof.

6.3 Conflict. In the event of any inconsistency or conflict between the terms and provisions of this Second Amendment and the terms and provisions of the Purchase Agreement (as amended by the First Amendment), the terms and provisions of this Second Amendment shall prevail and control to the extent of such inconsistency or conflict.

6.4 Entire Agreement. This Second Amendment, together with the Purchase Agreement (as amended by the First Amendment), including all exhibits, schedules, annexes, and ancillary agreements thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, with respect thereto. No Party has relied on any representation, promise, or inducement not contained in this Second Amendment or the Purchase Agreement in entering into this Second Amendment.

SECTION 7 — MISCELLANEOUS

7.1 Governing Law. This Second Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court declines to exercise jurisdiction, any state or federal court sitting in New Castle County, Delaware) for purposes of any action, suit, or proceeding arising out of or relating to this Second Amendment, and hereby waives, and agrees not to assert, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

7.2 Counterparts. This Second Amendment may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (.pdf)), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Second Amendment by facsimile or electronic transmission in .pdf format shall be as effective as delivery of a manually executed counterpart of this Second Amendment.

7.3 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Second Amendment shall be in writing and shall be given in accordance with Section 10.02 of the Purchase Agreement, using the addresses, facsimile numbers, and e-mail addresses set forth therein (or at such other address, facsimile number, or e-mail address as a Party may specify from time to time by notice given in accordance with Section 10.02 of the Purchase Agreement).

7.4 Successors and Assigns. This Second Amendment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns in accordance with the terms of the Purchase Agreement. No Party may assign or delegate any of its rights or obligations under this Second Amendment without the prior written consent of the other Parties, except as expressly permitted under the Purchase Agreement.

7.5 Severability. If any term, provision, covenant, or restriction of this Second Amendment is held by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable in any jurisdiction, the remainder of the terms, provisions, covenants, and restrictions of this Second Amendment shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of such provision in any other jurisdiction. The Parties shall endeavor in good faith negotiations to replace any invalid, void, illegal, or unenforceable provision with a valid and enforceable provision the economic effect of which comes as close as possible to that of the invalid, void, illegal, or unenforceable provision.

7.6 Headings. The headings of the sections and subsections of this Second Amendment are inserted for convenience of reference only and shall not be deemed to constitute a part hereof or to affect the meaning, interpretation, or construction of any provision of this Second Amendment.

7.7 Amendment and Waiver. No provision of this Second Amendment may be amended, supplemented, modified, or waived except by an instrument in writing signed by each of the Parties hereto. Any such amendment, supplement, modification, or waiver shall be effective only in the specific instance and for the specific purpose for which it is given.

7.8 Expenses. Each Party shall bear its own costs and expenses (including attorneys' fees, accountants' fees, financial advisory fees, and other professional fees and expenses) incurred in connection with the negotiation, preparation, execution, and delivery of this Second Amendment and the consummation of the transactions contemplated hereby. Nothing in this Section 7.8 shall modify or affect the provisions of Section 10.04 of the Purchase Agreement governing expenses relating to the transactions contemplated by the Purchase Agreement generally.

[Remainder of this page intentionally left blank; signature pages follow.]

SIGNATURE PAGES TO SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT

IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be duly executed as of the date first written above.

BUYER:

CASCADIA ACQUISITION CORP., a Delaware corporation

By: ________

Name: David R. Hargreaves

Title: President

Date: March 15, 2023

Cascadia Acquisition Corp. is a Delaware corporation wholly owned by Meridian Infrastructure Partners Fund IV, LP and ICM Cascadia Co-Invest, LP.

COMPANY:

CASCADIA RENEWABLES HOLDINGS, INC., an Oregon corporation

By: ________

Name: Jonathan M. Weir

Title: Chief Executive Officer

Address: 1100 SW Sixth Avenue, Suite 1800

Portland, OR 97204

Date: March 15, 2023

MAJORITY SELLER:

TIMBERLINE GROWTH EQUITY FUND III, LP, a Delaware limited partnership

By: Timberline Growth Partners LLC,

its General Partner

By: ________

Name: Hugh Callister

Title: Managing Partner

Address: 900 SW Fifth Avenue, Suite 2600

Portland, OR 97204

Date: March 15, 2023

WEIR SELLER:

THE WEIR FAMILY TRUST

By: ________

Name: Jonathan M. Weir

Title: Trustee

Date: March 15, 2023

MANAGEMENT SELLERS:

THE MANAGEMENT SELLERS (as identified on Schedule A hereto)

By: ________

Name: Sandra K. Llewellyn

Title: Authorized Representative of the Management Sellers

Date: March 15, 2023

SCHEDULE A

MANAGEMENT SELLERS

The following members of management of Cascadia Renewables Holdings, Inc. (each, a "Management Seller" and collectively, the "Management Sellers") are parties to this Second Amendment to Equity Purchase Agreement, dated as of March 15, 2023, and to the Purchase Agreement, and collectively hold approximately twenty percent (20%) of the issued and outstanding equity interests of the Company:

Rollover Arrangements. Pursuant to the Management Rollover Agreement and the related provisions of Section 6.09 of the Purchase Agreement, each Management Seller has agreed to roll over fifty percent (50%) of such Management Seller's equity interests in the Company (representing, in the aggregate, approximately ten percent (10%) of the total issued and outstanding equity of the Company) into the post-Closing acquisition structure, in exchange for equity interests in the Buyer (or a parent entity of the Buyer designated by the Buyer prior to Closing), on the terms and subject to the conditions set forth in the Management Rollover Agreement. The remaining fifty percent (50%) of each Management Seller's equity interests shall be subject to the purchase and sale provisions of the Purchase Agreement on the same terms and conditions applicable to the other Sellers.

Authorized Representative. Sandra K. Llewellyn is hereby designated as the authorized representative of the Management Sellers for purposes of the execution and delivery of this Second Amendment and for purposes of receiving notices and communications relating thereto, in accordance with the provisions of Section 10.10 of the Purchase Agreement.

ACKNOWLEDGMENT OF FINANCING PARTIES

This acknowledgment page is provided for informational purposes only and does not create any third-party beneficiary rights, impose any obligations on, or create any contractual relationship with, the parties providing acknowledgments below. The financing parties identified below are not parties to the Second Amendment to Equity Purchase Agreement or the Purchase Agreement.

The undersigned financing parties hereby acknowledge that they have received notice of the Second Amendment to Equity Purchase Agreement dated as of March 15, 2023 (the "Second Amendment") and do not object to the extension of the Outside Date from March 31, 2023 to June 30, 2023 as set forth therein.

ATLAS NATIONAL BANK, N.A. (as Lead Arranger and Administrative Agent under the Debt Commitment Letter dated August 30, 2022)

By: ________

Name: Victoria L. Parekh

Title: Managing Director, Infrastructure Finance

Address: 383 Madison Avenue

New York, NY 10179

Date: March 15, 2023

Atlas National Bank, N.A. hereby acknowledges that the debt commitment letter dated August 30, 2022 (as amended, supplemented, or otherwise modified from time to time, the "Debt Commitment Letter"), providing for a senior secured term loan facility in the aggregate principal amount of $975,000,000 and a revolving credit facility in the aggregate principal amount of $150,000,000, remains in full force and effect as of the date hereof. The original expiration date of the Debt Commitment Letter is April 30, 2023, subject to extension in accordance with Section 8 thereof. This acknowledgment does not constitute an amendment or modification of the Debt Commitment Letter or a waiver of any right thereunder.

PINNACLE CREDIT PARTNERS LLC (as Co-Lender under the Debt Commitment Letter dated August 30, 2022)

By: ________

Name: Gregory S. Hartman

Title: Partner

Address: 600 Lexington Avenue, 20th Floor

New York, NY 10022

Date: March 15, 2023

Note Regarding ICM Cascadia Co-Invest, LP. ICM Cascadia Co-Invest, LP, the co-investment vehicle through which Ironside Capital Management LP participates in the equity financing of the transactions contemplated by the Purchase Agreement, is represented in this Second Amendment through the Buyer (Cascadia Acquisition Corp.), of which ICM Cascadia Co-Invest, LP is an indirect equity holder. ICM Cascadia Co-Invest, LP is not separately executing this acknowledgment. For the avoidance of doubt, the capital-call suspension notice issued on January 9, 2023 by Meridian Infrastructure GP IV LLC pursuant to Section 7.04 of the limited partnership agreement of Meridian Infrastructure Partners Fund IV, LP remains in effect and is not modified, waived, or otherwise affected by this Second Amendment.

No.	Name	Title	Equity Interest (%)
1	Sandra K. Llewellyn	Chief Operating Officer	3.20%
2	Robert T. Nakamura	Chief Financial Officer	2.75%
3	Allison C. Dunmore Benefits Consulting	General Counsel & Secretary	1.85%
4	Peter G. Strandberg	SVP, Engineering & Construction	1.60%
5	Christine E. Delgado	SVP, Regulatory Affairs	1.40%
6	Marcus J. Wheeler	SVP, Business Development	1.25%
7	Diane L. Hofstadter	VP, Finance & Treasury	0.95%
8	Brian K. Sorensen	VP, Water Infrastructure	0.90%
9	Yuki R. Tanaka	VP, Renewable Energy Operations	0.85%
10	William F. O'Donnell	VP, Environmental Compliance	0.75%
11	Katherine A. Brightwell	VP, Government Relations	0.65%
12	Raymond P. Vasquez	VP, Asset Management	0.55%
13	Jennifer M. Halvorsen	VP, Human Resources	0.50%
14	Timothy D. Blackwood	Director, Project Finance	0.40%
15	Angela S. Grigoryan	Director, Concessions Management	0.35%
16	Daniel W. Frederickson	Director, Risk Management	0.30%
17	Lisa M. Carruthers	Director, Investor Relations	0.30%
18	Nathan J. Park	Director, Information Technology	0.25%
19	Emily R. Dunlap	Director, Procurement	0.25%
20	Michael T. Janssen	Senior Manager, Hydroelectric Ops	0.20%
21	Sarah C. Whitfield	Senior Manager, Transmission	0.20%
22	Andrew H. Becerra	Senior Manager, Solar Projects	0.15%
23	Laura K. Engstrom	Senior Manager, Wind Projects	0.15%
24	David P. Nygaard	Manager, Compliance & Permitting	0.10%

25	Rebecca J. Olmstead	Manager, Community Affairs	0.10%
Total Management Equity	20.00%

SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT
Dated as of March 15, 2023
among
CASCADIA ACQUISITION CORP., a Delaware corporation ("Buyer")
CASCADIA RENEWABLES HOLDINGS, INC., an Oregon corporation (the "Company")
TIMBERLINE GROWTH EQUITY FUND III, LP, a Delaware limited partnership ("Timberline" or "Majority Seller")
THE WEIR FAMILY TRUST (the "Weir Seller")
and
THE MEMBERS OF MANAGEMENT IDENTIFIED ON SCHEDULE A HERETO (collectively, the "Management Sellers" and, together with Timberline and the Weir Seller, the "Sellers")
SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT
This SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT (this "Second Amendment") is entered into as of March 15, 2023, by and among Cascadia Acquisition Corp., a Delaware corporation (the "Buyer"), Cascadia Renewables Holdings, Inc., an Oregon corporation (the "Company"), Timberline Growth Equity Fund III, LP, a Delaware limited partnership ("Timberline" or the "Majority Seller"), The Weir Family Trust (the "Weir Seller"), and the members of management of the Company identified on Schedule A hereto (collectively, the "Management Sellers" and, together with Timberline and the Weir Seller, the "Sellers"). The Buyer, the Company, and the Sellers are each referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Buyer, the Company, and the Sellers entered into that certain Equity Purchase Agreement dated as of September 15, 2022 (the "Original Agreement"), as amended by the First Amendment to Equity Purchase Agreement dated as of November 22, 2022 (the "First Amendment" and, together with the Original Agreement, as so amended, the "Purchase Agreement"), providing for the acquisition by the Buyer of one hundred percent (100%) of the issued and outstanding equity interests of the Company at an aggregate enterprise value of One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000);
WHEREAS, pursuant to the First Amendment, the Outside Date (as defined in the Purchase Agreement) was extended from December 31, 2022 to March 31, 2023, in order to allow additional time for the satisfaction of certain regulatory and other closing conditions;
WHEREAS, the conditions to the Closing set forth in Article VII of the Purchase Agreement have not yet been satisfied or waived as of the date hereof, including, without limitation, the receipt of final approval from the Oregon Public Utility Commission (the "OPUC") in connection with the proceedings pending under OPUC Docket Number UM-2287, which proceedings have been stayed at the joint request of the Parties since February 2023 pending the resolution of certain intervenor issues and the completion of additional discovery;
WHEREAS, the Portland Metropolitan Water District (the "Water District") notified the Company on October 28, 2022 of its intent to renegotiate the Bull Run Filtration Project concession agreement between the Company and the Water District (such renegotiation process, the "Concession Renegotiation"), and such Concession Renegotiation remains ongoing and unresolved as of the date hereof;
WHEREAS, the Parties desire to amend the Purchase Agreement to extend the Outside Date from March 31, 2023 to June 30, 2023, to provide additional time for the satisfaction of the conditions to the Closing, on the terms and subject to the conditions set forth herein; and
WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
SECTION 1 — DEFINITIONS
1.1 Defined Terms. All capitalized terms used but not defined in this Second Amendment shall have the respective meanings given to such terms in the Purchase Agreement. For the avoidance of doubt, references herein to the "Purchase Agreement" shall mean the Original Agreement as amended by the First Amendment and as further amended by this Second Amendment. All references to "Sections," "Articles," "Exhibits," or "Schedules" in this Second Amendment shall be deemed to refer to the corresponding sections, articles, exhibits, or schedules of the Purchase Agreement, unless the context otherwise requires or unless otherwise expressly stated herein.
1.2 References to Purchase Agreement. All references to the "Purchase Agreement" in the Original Agreement, the First Amendment, and any ancillary agreement, certificate, instrument, side letter, or other document delivered in connection therewith or pursuant thereto shall, from and after the date hereof, be deemed to refer to the Purchase Agreement as amended by this Second Amendment, unless the context otherwise requires. To the extent any ancillary agreement, instrument, or document delivered in connection with the Purchase Agreement contains references to defined terms that are modified by this Second Amendment (including, without limitation, the definition of "Outside Date"), such references shall be deemed to incorporate the modifications effected hereby without the necessity of a separate amendment to such ancillary agreement, instrument, or document.
SECTION 2 — AMENDMENT TO OUTSIDE DATE
2.1 Amendment of Section 8.01(b)(i). Section 8.01(b)(i) of the Purchase Agreement is hereby amended by deleting the phrase "March 31, 2023" in its entirety each place where it appears therein and replacing it with "June 30, 2023." As so amended, Section 8.01(b)(i) of the Purchase Agreement shall read in relevant part as follows:
"(b) by either the Buyer or the Majority Seller (acting on behalf of all Sellers):
(i) if the Closing shall not have occurred on or before June 30, 2023 (the "Outside Date"); provided, however, that the right to terminate this Agreement under this Section 8.01(b)(i) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been a principal cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;"
2.2 Conforming Changes. The "Outside Date" as used in the Purchase Agreement and all ancillary documents, side letters, escrow agreements, transition services agreements, and other agreements referencing the Outside Date shall be deemed to mean June 30, 2023, unless further amended by the mutual written agreement of all Parties hereto in accordance with the amendment provisions of the Purchase Agreement. For purposes of clarity, the original Outside Date set forth in the Original Agreement was December 31, 2022, which was extended to March 31, 2023 by the First Amendment, and is now further extended to June 30, 2023 by this Second Amendment. Any calculation of periods or deadlines in the Purchase Agreement or in any ancillary agreement that is measured by reference to the Outside Date shall be recalculated accordingly.
SECTION 3 — REPRESENTATIONS AND WARRANTIES OF THE PARTIES
3.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to each other Party as of the date hereof as follows:
(a) Power and Authority. Such Party has full corporate, partnership, limited liability company, trust, or other organizational power and authority, as applicable, to execute and deliver this Second Amendment and to perform its obligations hereunder. In the case of the Buyer, this includes all necessary authorizations from its direct and indirect equity holders and governing bodies. In the case of Timberline, this includes all necessary authorizations from Timberline Growth Partners LLC, its general partner.
(b) Due Authorization. The execution, delivery, and performance of this Second Amendment by such Party has been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action, as applicable. No additional vote, consent, approval, or authorization of any person or entity (including any stockholder, partner, member, beneficiary, manager, director, or officer of such Party) is required in connection with the execution, delivery, and performance by such Party of this Second Amendment.
(c) Enforceability. This Second Amendment constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) No Conflicts. The execution, delivery, and performance by such Party of this Second Amendment does not and will not (i) conflict with, violate, or result in a breach of any provision of the organizational documents of such Party, (ii) conflict with, violate, result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation, acceleration, or loss of any benefit under, any agreement, contract, instrument, mortgage, lien, license, permit, order, judgment, or decree to which such Party is a party or by which such Party or any of its properties or assets is bound, or (iii) violate any applicable law, statute, rule, regulation, order, writ, injunction, judgment, or decree of any governmental authority applicable to such Party.
3.2 Seller Representations Regarding Material Adverse Effect. Each Seller hereby represents and warrants that, to such Seller's knowledge (after reasonable inquiry), no Material Adverse Effect (as defined in Section 1.01 of the Purchase Agreement) has occurred with respect to the Company or any of its subsidiaries since the date of the First Amendment (November 22, 2022), other than (a) the matters set forth in the Updated Disclosure Schedules delivered by the Company and the Sellers to the Buyer on or prior to the date hereof (the "Updated Disclosure Schedules"), which Updated Disclosure Schedules include, among other things, disclosure of the ongoing Concession Renegotiation with the Portland Metropolitan Water District and the stay of the OPUC proceedings under Docket Number UM-2287, and (b) changes, events, or developments that are excluded from the definition of "Material Adverse Effect" pursuant to the exceptions set forth in Section 1.01 of the Purchase Agreement. The Updated Disclosure Schedules delivered in connection with this Second Amendment supplement and update, but do not replace, the Disclosure Schedules previously delivered pursuant to the Original Agreement and the First Amendment, and shall be deemed to be part of the Disclosure Schedules for all purposes under the Purchase Agreement.
3.3 Buyer Representations Regarding Financing. The Buyer hereby represents and warrants that, to the Buyer's knowledge as of the date hereof:
(a) The equity financing commitments from (i) Meridian Infrastructure Partners Fund IV, LP, in the aggregate amount of Seven Hundred Fifty Million Dollars ($750,000,000), and (ii) ICM Cascadia Co-Invest, LP, in the aggregate amount of Three Hundred Million Dollars ($300,000,000), each as set forth in the equity commitment letters delivered to the Sellers in connection with the Original Agreement (as may have been amended, restated, or supplemented from time to time), remain in full force and effect as of the date hereof, and no event has occurred that, with or without notice or lapse of time, would permit any equity financing source to terminate, reduce, or otherwise modify its commitment thereunder.
(b) The debt financing commitment from Atlas National Bank, N.A. (as lead arranger and administrative agent) and Pinnacle Credit Partners LLC (as co-lender), consisting of a senior secured term loan facility in the aggregate principal amount of Nine Hundred Seventy-Five Million Dollars ($975,000,000) and a revolving credit facility in the aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000), each as set forth in the debt commitment letter dated August 30, 2022 and delivered to the Sellers in connection with the Original Agreement (as may have been amended, supplemented, or modified from time to time in accordance with the terms of the Purchase Agreement), remains in full force and effect as of the date hereof, and no event has occurred that, with or without notice or lapse of time, would permit either debt financing source to terminate, reduce, or otherwise modify its commitment thereunder.
(c) The Buyer has no knowledge of any fact, circumstance, or condition that would reasonably be expected to prevent or materially delay the consummation of the financing contemplated by the equity commitment letters and the debt commitment letter on the terms described therein.
SECTION 4 — COVENANTS
4.1 Interim Operating Covenant. From the date hereof through the earlier to occur of (x) the Closing or (y) the valid termination of the Purchase Agreement in accordance with its terms, the Company shall continue to conduct its business, and shall cause each of its subsidiaries to continue to conduct their respective businesses, in the ordinary course consistent with past practice in all material respects, subject to the terms and limitations set forth in Section 5.01 of the Purchase Agreement and subject to any consent or waiver provided by the Buyer pursuant thereto. The Company shall continue to comply with, and the Sellers shall cause the Company to continue to comply with, the negative covenants and consent requirements set forth in Section 5.01(b) of the Purchase Agreement, including, without limitation, those relating to capital expenditures, indebtedness, acquisitions, dispositions, dividends and distributions, compensation changes, and material contracts. Nothing in this Section 4.1 shall be construed to expand or otherwise modify the obligations of the Company or the Sellers under Section 5.01 of the Purchase Agreement.
4.2 Regulatory Efforts. The Parties shall continue to use their respective commercially reasonable efforts to satisfy the conditions to Closing set forth in Article VII of the Purchase Agreement as promptly as practicable, including cooperating with one another in good faith with respect to:
(a) OPUC Proceedings. The Oregon Public Utility Commission proceedings pending under OPUC Docket Number UM-2287, including (i) any request to un-stay or resume such proceedings, (ii) the preparation and submission of any supplemental filings, testimony, data responses, or other materials requested by the OPUC or any intervenor, (iii) negotiations with the OPUC Staff and any intervenor regarding the terms and conditions of any approval order, and (iv) any post-hearing briefing or settlement discussions. Each Party shall promptly notify the other Parties of any material communication received from the OPUC or any intervenor with respect to such proceedings and shall consult with the other Parties before making any material submission to the OPUC in connection therewith.
(b) FERC Approval Compliance. Compliance with the terms and conditions set forth in the approval order issued by the Federal Energy Regulatory Commission on December 15, 2022 under Section 203 of the Federal Power Act, in connection with FERC Docket Number EC22-143-000, including the timely filing of license-transfer documentation, post-closing compliance reports, and any other filings or actions required to maintain the effectiveness of such approval. The Parties shall cooperate in the preparation and filing of all such documentation and shall promptly notify the other Parties of any material communication received from FERC with respect thereto.
(c) Other Regulatory Approvals. Any other regulatory approvals, consents, or filings required for the consummation of the transactions contemplated by the Purchase Agreement, including any approvals or filings required under applicable environmental, land use, or water rights laws or regulations.
4.3 Concession Renegotiation Updates. The Company and the Sellers shall keep the Buyer reasonably informed of all material developments in the Concession Renegotiation with the Portland Metropolitan Water District relating to the Bull Run Filtration Project concession agreement (which currently generates annual revenue of approximately Sixty-Four Million Dollars ($64,000,000) for the Company). Without limiting the generality of the foregoing, the Company and the Sellers shall:
(a) Provide the Buyer with copies of any written proposals, term sheets, draft agreements, memoranda of understanding, or other material written communications exchanged between the Company (or any of its representatives) and the Water District (or any of its representatives) in connection with the Concession Renegotiation, promptly following the delivery or receipt thereof (and in any event within five (5) business days of such delivery or receipt);
(b) Promptly notify the Buyer of any material oral communication or meeting between the Company (or any of its representatives) and the Water District (or any of its representatives) relating to the Concession Renegotiation, and provide a reasonable summary of the substance of such communication or meeting within three (3) business days thereafter;
(c) Consult with the Buyer in good faith before agreeing to any material modification of the terms of the existing concession agreement or any proposed replacement concession agreement, and refrain from entering into any definitive agreement with the Water District modifying or replacing the existing concession agreement without the prior written consent of the Buyer (such consent not to be unreasonably withheld, conditioned, or delayed); and
(d) Use commercially reasonable efforts to preserve the material economic terms and conditions of the existing concession agreement, including the term, pricing, scope, and performance standards thereof, to the extent reasonably practicable in light of the circumstances of the Concession Renegotiation.
4.4 Preservation of Transaction Documents. Each Party agrees to preserve and not terminate, amend, modify, supplement, or waive any material rights or obligations under the Purchase Agreement, any ancillary agreement (including the escrow agreement, the transition services agreement, the employee matters agreement, and any non-competition or non-solicitation agreements), or any financing commitment (including the equity commitment letters and the debt commitment letter), except (a) as expressly contemplated by this Second Amendment, (b) with the prior written consent of all Parties hereto, or (c) as otherwise expressly permitted under the Purchase Agreement. Each Party shall promptly notify the other Parties of any notice of default, termination, or modification received from any counterparty to any financing commitment or material ancillary agreement.
SECTION 5 — TERMINATION RIGHTS
5.1 Continuation of Termination Provisions. The termination provisions set forth in Article VIII of the Purchase Agreement shall remain in full force and effect in accordance with their terms, as modified solely by the substitution of "June 30, 2023" for "March 31, 2023" as the Outside Date in Section 8.01(b)(i) of the Purchase Agreement, as set forth in Section 2.1 of this Second Amendment. All other termination rights set forth in Article VIII, including, without limitation, the termination rights set forth in Sections 8.01(a), 8.01(b)(ii), 8.01(b)(iii), 8.01(c), and 8.01(d) of the Purchase Agreement, shall remain unchanged and shall continue to apply in accordance with their terms.
5.2 Waiver of Prior Outside Date Termination Right. For the avoidance of doubt, no Party shall have the right to terminate the Purchase Agreement solely by reason of the extension of the Outside Date effected by this Second Amendment. Each Party hereby expressly and irrevocably waives any right it may have had to terminate the Purchase Agreement on or prior to March 31, 2023 (or at any time thereafter) solely by reason of the passage of the previously applicable Outside Date of March 31, 2023, as set forth in the First Amendment, or the passage of the original Outside Date of December 31, 2022, as set forth in the Original Agreement. This waiver is limited solely to termination rights arising from the passage of such prior Outside Dates and shall not constitute a waiver of any other termination right under the Purchase Agreement.
5.3 Preservation of Other Termination Rights. Nothing in this Second Amendment shall be deemed to limit, modify, restrict, or waive the termination rights of any Party arising from (a) a breach of any representation, warranty, covenant, or agreement under the Purchase Agreement that is not capable of being cured by the Outside Date (as extended hereby), (b) a breach of any representation, warranty, covenant, or agreement under the Purchase Agreement that constitutes a willful breach (as defined in the Purchase Agreement), (c) the occurrence of a Material Adverse Effect, (d) the failure of any condition to Closing set forth in Article VII of the Purchase Agreement to be capable of satisfaction by the Outside Date (as extended hereby) for reasons other than the passage of time, or (e) any other ground for termination expressly set forth in Article VIII of the Purchase Agreement.
SECTION 6 — EFFECT OF AMENDMENT; NO OTHER CHANGES
6.1 Ratification and Confirmation. Except as expressly amended, modified, or supplemented by this Second Amendment, the Purchase Agreement, including all exhibits, schedules, annexes, and ancillary agreements thereto, shall remain in full force and effect in accordance with its terms, and is hereby ratified and confirmed in all respects by each of the Parties hereto. Each Party hereby reaffirms all of its obligations under the Purchase Agreement (as amended hereby) and confirms that all references in the Purchase Agreement to "this Agreement" or words of similar import shall be deemed to refer to the Purchase Agreement as amended by this Second Amendment.
6.2 No Waiver. This Second Amendment shall not constitute a waiver or amendment of any provision of the Purchase Agreement except as expressly set forth herein and shall not be construed as a waiver of, or consent to, any right, power, or remedy of any Party under the Purchase Agreement, whether or not similar to the amendments set forth herein. The failure of any Party to exercise any right, power, or privilege under the Purchase Agreement as of the date hereof shall not operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof.
6.3 Conflict. In the event of any inconsistency or conflict between the terms and provisions of this Second Amendment and the terms and provisions of the Purchase Agreement (as amended by the First Amendment), the terms and provisions of this Second Amendment shall prevail and control to the extent of such inconsistency or conflict.
6.4 Entire Agreement. This Second Amendment, together with the Purchase Agreement (as amended by the First Amendment), including all exhibits, schedules, annexes, and ancillary agreements thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, with respect thereto. No Party has relied on any representation, promise, or inducement not contained in this Second Amendment or the Purchase Agreement in entering into this Second Amendment.
SECTION 7 — MISCELLANEOUS
7.1 Governing Law. This Second Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court declines to exercise jurisdiction, any state or federal court sitting in New Castle County, Delaware) for purposes of any action, suit, or proceeding arising out of or relating to this Second Amendment, and hereby waives, and agrees not to assert, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
7.2 Counterparts. This Second Amendment may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (.pdf)), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Second Amendment by facsimile or electronic transmission in .pdf format shall be as effective as delivery of a manually executed counterpart of this Second Amendment.
7.3 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Second Amendment shall be in writing and shall be given in accordance with Section 10.02 of the Purchase Agreement, using the addresses, facsimile numbers, and e-mail addresses set forth therein (or at such other address, facsimile number, or e-mail address as a Party may specify from time to time by notice given in accordance with Section 10.02 of the Purchase Agreement).
7.4 Successors and Assigns. This Second Amendment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns in accordance with the terms of the Purchase Agreement. No Party may assign or delegate any of its rights or obligations under this Second Amendment without the prior written consent of the other Parties, except as expressly permitted under the Purchase Agreement.
7.5 Severability. If any term, provision, covenant, or restriction of this Second Amendment is held by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable in any jurisdiction, the remainder of the terms, provisions, covenants, and restrictions of this Second Amendment shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of such provision in any other jurisdiction. The Parties shall endeavor in good faith negotiations to replace any invalid, void, illegal, or unenforceable provision with a valid and enforceable provision the economic effect of which comes as close as possible to that of the invalid, void, illegal, or unenforceable provision.
7.6 Headings. The headings of the sections and subsections of this Second Amendment are inserted for convenience of reference only and shall not be deemed to constitute a part hereof or to affect the meaning, interpretation, or construction of any provision of this Second Amendment.
7.7 Amendment and Waiver. No provision of this Second Amendment may be amended, supplemented, modified, or waived except by an instrument in writing signed by each of the Parties hereto. Any such amendment, supplement, modification, or waiver shall be effective only in the specific instance and for the specific purpose for which it is given.
7.8 Expenses. Each Party shall bear its own costs and expenses (including attorneys' fees, accountants' fees, financial advisory fees, and other professional fees and expenses) incurred in connection with the negotiation, preparation, execution, and delivery of this Second Amendment and the consummation of the transactions contemplated hereby. Nothing in this Section 7.8 shall modify or affect the provisions of Section 10.04 of the Purchase Agreement governing expenses relating to the transactions contemplated by the Purchase Agreement generally.
[Remainder of this page intentionally left blank; signature pages follow.]
SIGNATURE PAGES TO SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT
IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be duly executed as of the date first written above.
BUYER:
CASCADIA ACQUISITION CORP., a Delaware corporation
By: ________
Name: David R. Hargreaves
Title: President
Date: March 15, 2023
Cascadia Acquisition Corp. is a Delaware corporation wholly owned by Meridian Infrastructure Partners Fund IV, LP and ICM Cascadia Co-Invest, LP.
COMPANY:
CASCADIA RENEWABLES HOLDINGS, INC., an Oregon corporation
By: ________
Name: Jonathan M. Weir
Title: Chief Executive Officer
Address: 1100 SW Sixth Avenue, Suite 1800
Portland, OR 97204
Date: March 15, 2023
MAJORITY SELLER:
TIMBERLINE GROWTH EQUITY FUND III, LP, a Delaware limited partnership
By: Timberline Growth Partners LLC,
its General Partner
By: ________
Name: Hugh Callister
Title: Managing Partner
Address: 900 SW Fifth Avenue, Suite 2600
Portland, OR 97204
Date: March 15, 2023
WEIR SELLER:
THE WEIR FAMILY TRUST
By: ________
Name: Jonathan M. Weir
Title: Trustee
Date: March 15, 2023
MANAGEMENT SELLERS:
THE MANAGEMENT SELLERS (as identified on Schedule A hereto)
By: ________
Name: Sandra K. Llewellyn
Title: Authorized Representative of the Management Sellers
Date: March 15, 2023
SCHEDULE A
MANAGEMENT SELLERS
The following members of management of Cascadia Renewables Holdings, Inc. (each, a "Management Seller" and collectively, the "Management Sellers") are parties to this Second Amendment to Equity Purchase Agreement, dated as of March 15, 2023, and to the Purchase Agreement, and collectively hold approximately twenty percent (20%) of the issued and outstanding equity interests of the Company:
Rollover Arrangements. Pursuant to the Management Rollover Agreement and the related provisions of Section 6.09 of the Purchase Agreement, each Management Seller has agreed to roll over fifty percent (50%) of such Management Seller's equity interests in the Company (representing, in the aggregate, approximately ten percent (10%) of the total issued and outstanding equity of the Company) into the post-Closing acquisition structure, in exchange for equity interests in the Buyer (or a parent entity of the Buyer designated by the Buyer prior to Closing), on the terms and subject to the conditions set forth in the Management Rollover Agreement. The remaining fifty percent (50%) of each Management Seller's equity interests shall be subject to the purchase and sale provisions of the Purchase Agreement on the same terms and conditions applicable to the other Sellers.
Authorized Representative. Sandra K. Llewellyn is hereby designated as the authorized representative of the Management Sellers for purposes of the execution and delivery of this Second Amendment and for purposes of receiving notices and communications relating thereto, in accordance with the provisions of Section 10.10 of the Purchase Agreement.
ACKNOWLEDGMENT OF FINANCING PARTIES
This acknowledgment page is provided for informational purposes only and does not create any third-party beneficiary rights, impose any obligations on, or create any contractual relationship with, the parties providing acknowledgments below. The financing parties identified below are not parties to the Second Amendment to Equity Purchase Agreement or the Purchase Agreement.
The undersigned financing parties hereby acknowledge that they have received notice of the Second Amendment to Equity Purchase Agreement dated as of March 15, 2023 (the "Second Amendment") and do not object to the extension of the Outside Date from March 31, 2023 to June 30, 2023 as set forth therein.
ATLAS NATIONAL BANK, N.A. (as Lead Arranger and Administrative Agent under the Debt Commitment Letter dated August 30, 2022)
By: ________
Name: Victoria L. Parekh
Title: Managing Director, Infrastructure Finance
Address: 383 Madison Avenue
New York, NY 10179
Date: March 15, 2023
Atlas National Bank, N.A. hereby acknowledges that the debt commitment letter dated August 30, 2022 (as amended, supplemented, or otherwise modified from time to time, the "Debt Commitment Letter"), providing for a senior secured term loan facility in the aggregate principal amount of $975,000,000 and a revolving credit facility in the aggregate principal amount of $150,000,000, remains in full force and effect as of the date hereof. The original expiration date of the Debt Commitment Letter is April 30, 2023, subject to extension in accordance with Section 8 thereof. This acknowledgment does not constitute an amendment or modification of the Debt Commitment Letter or a waiver of any right thereunder.
PINNACLE CREDIT PARTNERS LLC (as Co-Lender under the Debt Commitment Letter dated August 30, 2022)
By: ________
Name: Gregory S. Hartman
Title: Partner
Address: 600 Lexington Avenue, 20th Floor
New York, NY 10022
Date: March 15, 2023
Note Regarding ICM Cascadia Co-Invest, LP. ICM Cascadia Co-Invest, LP, the co-investment vehicle through which Ironside Capital Management LP participates in the equity financing of the transactions contemplated by the Purchase Agreement, is represented in this Second Amendment through the Buyer (Cascadia Acquisition Corp.), of which ICM Cascadia Co-Invest, LP is an indirect equity holder. ICM Cascadia Co-Invest, LP is not separately executing this acknowledgment. For the avoidance of doubt, the capital-call suspension notice issued on January 9, 2023 by Meridian Infrastructure GP IV LLC pursuant to Section 7.04 of the limited partnership agreement of Meridian Infrastructure Partners Fund IV, LP remains in effect and is not modified, waived, or otherwise affected by this Second Amendment.
No. | Name | Title | Equity Interest (%)
1 | Sandra K. Llewellyn | Chief Operating Officer | 3.20%
2 | Robert T. Nakamura | Chief Financial Officer | 2.75%
3 | Allison C. Dunmore Benefits Consulting | General Counsel & Secretary | 1.85%
4 | Peter G. Strandberg | SVP, Engineering & Construction | 1.60%
5 | Christine E. Delgado | SVP, Regulatory Affairs | 1.40%
6 | Marcus J. Wheeler | SVP, Business Development | 1.25%
7 | Diane L. Hofstadter | VP, Finance & Treasury | 0.95%
8 | Brian K. Sorensen | VP, Water Infrastructure | 0.90%
9 | Yuki R. Tanaka | VP, Renewable Energy Operations | 0.85%
10 | William F. O'Donnell | VP, Environmental Compliance | 0.75%
11 | Katherine A. Brightwell | VP, Government Relations | 0.65%
12 | Raymond P. Vasquez | VP, Asset Management | 0.55%
13 | Jennifer M. Halvorsen | VP, Human Resources | 0.50%
14 | Timothy D. Blackwood | Director, Project Finance | 0.40%
15 | Angela S. Grigoryan | Director, Concessions Management | 0.35%
16 | Daniel W. Frederickson | Director, Risk Management | 0.30%
17 | Lisa M. Carruthers | Director, Investor Relations | 0.30%
18 | Nathan J. Park | Director, Information Technology | 0.25%
19 | Emily R. Dunlap | Director, Procurement | 0.25%
20 | Michael T. Janssen | Senior Manager, Hydroelectric Ops | 0.20%
21 | Sarah C. Whitfield | Senior Manager, Transmission | 0.20%
22 | Andrew H. Becerra | Senior Manager, Solar Projects | 0.15%
23 | Laura K. Engstrom | Senior Manager, Wind Projects | 0.15%
24 | David P. Nygaard | Manager, Compliance & Permitting | 0.10%
25 | Rebecca J. Olmstead | Manager, Community Affairs | 0.10%
Total Management Equity | 20.00%

SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT

SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT

RECITALS

SIGNATURE PAGES TO SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT

COMPANY:

MAJORITY SELLER:

WEIR SELLER:

THE WEIR FAMILY TRUST

MANAGEMENT SELLERS:

SCHEDULE A

MANAGEMENT SELLERS

ACKNOWLEDGMENT OF FINANCING PARTIES

Record

Parties

Dates

Amounts