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THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT

Dated as of June 28, 2023

by and among

TIMBERLINE GROWTH EQUITY FUND III, LP

WEIR FAMILY TRUST

THE MANAGEMENT SELLERS LISTED ON SCHEDULE A HERETO

(collectively, the "Sellers")

CASCADIA RENEWABLES HOLDINGS, INC.

(the "Company")

and

CASCADIA ACQUISITION CORP.

(the "Buyer")

THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT

This THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT (this "Third Amendment"), dated as of June 28, 2023, is entered into by and among Timberline Growth Equity Fund III, LP, a Delaware limited partnership ("Timberline Seller"), Weir Family Trust ("Weir Seller"), the members of management listed on Schedule A attached hereto (the "Management Sellers" and, together with Timberline Seller and Weir Seller, the "Sellers"), Cascadia Renewables Holdings, Inc., an Oregon corporation (the "Company"), and Cascadia Acquisition Corp., a Delaware corporation ("Buyer"). Each of the Sellers, the Company, and Buyer is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Sellers, the Company, and Buyer are parties to 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 the Second Amendment to Equity Purchase Agreement, dated as of March 15, 2023 (the "Second Amendment" and, together with the Original Agreement and the First Amendment, the "Agreement"), pursuant to which, among other things, Buyer agreed to acquire, and the Sellers agreed to sell, all of the equity interests of the Company on the terms and subject to the conditions set forth therein;

WHEREAS, the Agreement provides for the acquisition by Buyer of one hundred percent (100%) of the outstanding equity interests of the Company at an enterprise value of One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000), subject to the adjustments and allocations more fully described in Article II and Article III of the Agreement;

WHEREAS, the Agreement currently provides for an Outside Date (as defined therein) of June 30, 2023, which Outside Date was originally set at December 31, 2022 under the Original Agreement, subsequently extended by the First Amendment to March 31, 2023, and further extended by the Second Amendment from March 31, 2023 to June 30, 2023;

WHEREAS, certain conditions to the Closing set forth in Article VII of the Agreement remain unsatisfied as of the date hereof, including without limitation (i) the receipt of approval from the Oregon Public Utility Commission (the "OPUC") in connection with the application filed by the Company and Buyer on October 14, 2022 (OPUC Docket Number UM-2287), proceedings with respect to which are currently stayed at the joint request of the Parties, and (ii) certain other conditions relating to the ongoing renegotiation between the Company and the Portland Metropolitan Water District (the "PMWD") with respect to the concession agreement for the Bull Run Filtration Project (the "Bull Run Concession");

WHEREAS, the Parties desire to extend the Outside Date from June 30, 2023 to December 31, 2023 in order to allow additional time for the satisfaction of the remaining conditions to Closing and to make certain other amendments to the Agreement, all as more fully set forth herein; and

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

NOW, THEREFORE, in consideration of the foregoing recitals, 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 agree as follows:

ARTICLE I — AMENDMENTS

Section 1.1 — Amendment to Outside Date.

(a) The definition of "Outside Date" set forth in Section 1.01 of the Original Agreement (as previously amended by Section 1.1 of the First Amendment and Section 1.1 of the Second Amendment) is hereby further amended and restated in its entirety to read as follows:

"Outside Date" means December 31, 2023.

(b) For the avoidance of doubt, effective as of the date of this Third Amendment, all references to the "Outside Date" in the Agreement (including, without limitation, in Sections 6.05, 6.06, 7.01, 7.02, 7.03, 8.01, and 8.02 thereof and in any schedules, exhibits, or annexes thereto) shall be deemed to refer to December 31, 2023.

Section 1.2 — Amendment to Section 8.01(b).

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

"(b) by either Buyer, on the one hand, or the Seller Representative (acting on behalf of the Sellers), on the other hand, if the Closing shall not have occurred on or before December 31, 2023 (the "Outside Date"); provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(b) shall not be available to any Party (or group of Parties) whose breach of or failure to fulfill any obligation, covenant, or agreement under this Agreement has been a principal cause of, or has resulted in, the failure of the Closing to occur on or before such date."

Nothing in this Section 1.2 shall be construed to modify, amend, or otherwise affect any other provision of Section 8.01 of the Agreement or the remedies available upon termination set forth in Section 8.02 of the Agreement, except to the extent expressly provided herein.

Section 1.3 — Acknowledgment Regarding Regulatory Proceedings.

(a) The Parties acknowledge and agree that, as of the date of this Third Amendment, the following is a true and accurate summary of the status of the regulatory proceedings contemplated by the Agreement:

(i) Oregon Public Utility Commission. The application before the OPUC (OPUC Docket Number UM-2287) was filed on October 14, 2022, by the Company and Buyer pursuant to ORS 757.480 and OAR 860-027-0025. Proceedings with respect to such application have been stayed since approximately February 2023 at the joint request of the Parties, pursuant to an order of Administrative Law Judge Patricia K. Valderrama, dated February 17, 2023. As of the date hereof, the stay remains in effect and no substantive proceedings have occurred since such date. The Parties acknowledge that the OPUC approval remains a condition to Closing under Section 7.01(c)(i) of the Agreement.

(ii) Federal Energy Regulatory Commission. The approval of the Federal Energy Regulatory Commission ("FERC") pursuant to Section 203 of the Federal Power Act (16 U.S.C. § 824b) was received on December 15, 2022 (FERC Docket Number EC22-143-000), subject to certain conditions including, without limitation, the requirement that the Company and Buyer file license-transfer documentation with respect to the Company's FERC-jurisdictional assets within thirty (30) days following the Closing. Such FERC approval remains in full force and effect subject to its terms, including the eighteen (18)-month lapse provision set forth therein (as extended by FERC staff letter dated May 8, 2023 to December 15, 2024). The Parties acknowledge that the FERC approval condition under Section 7.01(c)(ii) of the Agreement has been satisfied, subject to the continuing effectiveness of such approval.

(iii) Committee on Foreign Investment in the United States. The voluntary notice submitted to the Committee on Foreign Investment in the United States ("CFIUS") was filed on September 2, 2022 and acknowledged by CFIUS on September 20, 2022. CFIUS completed its review within the forty-five (45)-day review period provided under Section 721 of the Defense Production Act of 1950, as amended, and no further action is required with respect thereto. The Parties acknowledge that the CFIUS condition under Section 7.01(c)(iii) of the Agreement has been satisfied.

(b) The Parties agree that the stay of the OPUC proceedings described in Section 1.3(a)(i) above shall continue during the extended period set forth in this Third Amendment unless and until otherwise agreed in writing among the Parties. The Parties further agree that they shall cooperate in good faith to lift the stay and advance the OPUC application at such time as the Parties mutually determine, in their reasonable discretion, is appropriate, taking into account, among other things, the status of the Bull Run Concession renegotiation described in Section 1.4 below and any other relevant circumstances then existing. Each Party shall use its reasonable best efforts to support and facilitate the timely processing of the OPUC application once such stay is lifted, including by providing such information and testimony as may reasonably be requested by the OPUC or by any other Party in connection therewith.

Section 1.4 — Acknowledgment Regarding Concession Renegotiation.

(a) The Parties acknowledge and agree that the renegotiation between the Company and the PMWD with respect to the Bull Run Concession (the concession agreement having been originally executed on or about June 22, 2018, with an initial term of thirty (30) years and annual revenue thereunder of approximately Sixty-Four Million Dollars ($64,000,000) based on fiscal year 2022 figures) remains ongoing as of the date hereof. Such renegotiation was initiated following the PMWD's notice to the Company dated October 28, 2022 (the "PMWD Renegotiation Notice"), which notice cited, among other things, changed regulatory requirements under Oregon Senate Bill 1567 (2022) (the "Oregon SB 1567") relating to water filtration standards and compliance timelines for municipal water systems utilizing unfiltered surface water sources, and which notice requested the commencement of good-faith negotiations to amend the scope, pricing, and performance standards of the Bull Run Concession to reflect such changed requirements. The Parties acknowledge that the Company has been actively engaged in such renegotiation with the PMWD since approximately November 2022 and that certain material terms remain unresolved as of the date hereof.

(b) The Parties agree that nothing in this Third Amendment shall constitute a waiver of any Party's rights under the Agreement with respect to the definition of "Material Adverse Effect" set forth in Section 1.01 of the Agreement (including, without limitation, any of the exceptions or carve-outs set forth therein) or any closing condition set forth in Article VII of the Agreement relating thereto, including without limitation Sections 7.02(a) and 7.03(a) of the Agreement. For the avoidance of doubt, the extension of the Outside Date pursuant to this Third Amendment shall not be deemed to constitute an acknowledgment or agreement by any Party that any particular outcome of the Bull Run Concession renegotiation would or would not constitute a Material Adverse Effect under the Agreement.

(c) No Party is, by entering into this Third Amendment, making any representation or warranty, express or implied, as to the likely outcome, timing, or terms of the renegotiation of the Bull Run Concession, and no Party shall have any claim against any other Party arising out of or relating to any statement, projection, estimate, or other communication made in connection with such renegotiation prior to or in connection with this Third Amendment.

Section 1.5 — Acknowledgment Regarding Financing.

(a) The Parties acknowledge and agree that, as of the date of this Third Amendment, the debt commitment letter dated August 30, 2022 (the "Debt Commitment Letter"), provided by Atlas National Bank, N.A., as lead arranger and administrative agent, and Pinnacle Credit Partners LLC, as co-lender (collectively, the "Financing Sources"), providing for (i) a senior secured term loan facility in an aggregate principal amount of Nine Hundred Seventy-Five Million Dollars ($975,000,000) (the "Term Loan Facility") and (ii) a revolving credit facility in an aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000) (the "Revolving Facility" and, together with the Term Loan Facility, the "Debt Financing"), was extended by letter agreement dated April 30, 2023 (the "Commitment Extension Letter") and currently has an expiration date of October 31, 2023.

(b) Buyer hereby acknowledges its continuing obligation under Section 6.05 of the Agreement to use its reasonable best efforts to maintain in effect the financing commitments contemplated by the Agreement (including, without limitation, the Debt Commitment Letter, as extended by the Commitment Extension Letter) through the Closing or, if any portion of such financing commitments expires or becomes unavailable for any reason, to obtain alternative financing on terms and conditions that are, taken as a whole, no less favorable to the Company and the Sellers than the terms and conditions set forth in the Debt Commitment Letter (as extended). Buyer further acknowledges that, to the extent the Debt Commitment Letter (as extended) expires prior to the Outside Date as set forth in this Third Amendment, Buyer shall promptly (and in any event within five (5) Business Days) notify the Sellers and the Company of such expiration and of the steps Buyer is taking to obtain a further extension or alternative financing commitments.

(c) The Parties acknowledge that the equity commitments to Buyer in connection with the transactions contemplated by the Agreement consist of:

(i) an equity commitment of Seven Hundred Fifty Million Dollars ($750,000,000) from Meridian Infrastructure Partners Fund IV, LP (representing approximately 71.43% of total committed equity capital), pursuant to that certain Equity Commitment Letter dated August 30, 2022 (the "Meridian ECL"); and

(ii) an equity commitment of Three Hundred Million Dollars ($300,000,000) from ICM Cascadia Co-Invest, LP (representing approximately 28.57% of total committed equity capital), pursuant to that certain Equity Commitment Letter dated August 30, 2022 (the "ICM ECL" and, together with the Meridian ECL, the "Equity Commitment Letters").

(d) The Parties acknowledge that each of the Equity Commitment Letters remains in full force and effect in accordance with its respective terms, notwithstanding the dormancy of ICM Cascadia Co-Invest, LP since approximately January 9, 2023. For purposes of this Section 1.5(d), "dormancy" refers to the status of ICM Cascadia Co-Invest, LP as a special-purpose co-investment vehicle with no active operations or management separate from its general partner, Meridian Infrastructure GP IV LLC, and its sole limited partner, Ironside Capital Management LP. Nothing in this Third Amendment shall be deemed to constitute a representation by any Party as to the continued availability, enforceability, or sufficiency of the equity commitments or debt commitments described herein, except as expressly set forth in this Section 1.5.

ARTICLE II — REPRESENTATIONS AND WARRANTIES

Section 2.1 — Representations and Warranties of the Sellers and the Company.

Each Seller (severally and not jointly) and the Company hereby represents and warrants to Buyer, as of the date hereof, as follows:

(a) Power and Authority. Such Party has full corporate, partnership, limited liability company, trust, or other applicable organizational power and authority to execute and deliver this Third Amendment and to perform its obligations hereunder. In the case of the Weir Family Trust, the Trustee has full power and authority under the governing instrument of such trust to execute and deliver this Third Amendment on behalf of the Weir Family Trust and to bind the Weir Family Trust to the obligations set forth herein.

(b) Due Authorization. The execution, delivery, and performance of this Third Amendment by such Party have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action on the part of such Party, and no further action, consent, or approval is required on the part of such Party or any of its equity holders, partners, beneficiaries, members, managers, directors, trustees, or officers in connection therewith.

(c) Enforceability. This Third Amendment constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general application affecting the enforcement of creditors' rights generally and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(d) No Violations. The execution, delivery, and performance of this Third Amendment by such Party does not and will not (i) violate any provision of any applicable federal, state, local, or foreign statute, law, ordinance, regulation, rule, code, order, judgment, decree, or injunction to which such Party is subject, (ii) violate, conflict with, or result in a breach or default under, or give rise to any right of termination, cancellation, acceleration, or loss of benefit under, any contract, agreement, instrument, permit, license, or other arrangement to which such Party is a party or by which such Party or any of its properties or assets is bound, or (iii) in the case of any entity Party, violate any provision of the organizational documents of such Party.

(e) No Consents Required. No consent, approval, authorization, order, registration, qualification, or filing with or notice to any governmental authority or other third party is required in connection with the execution, delivery, and performance of this Third Amendment by such Party, other than any consent, approval, authorization, order, registration, qualification, filing, or notice the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of such Party to consummate the transactions contemplated by this Third Amendment.

Section 2.2 — Representations and Warranties of Buyer.

Buyer hereby represents and warrants to the Sellers and the Company, as of the date hereof, as follows:

(a) Power and Authority. Buyer has full corporate power and authority to execute and deliver this Third Amendment and to perform its obligations hereunder. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) Due Authorization. The execution, delivery, and performance of this Third Amendment by Buyer have been duly authorized by all necessary corporate action on the part of Buyer, including all required approvals of its equityholders, specifically Meridian Infrastructure Partners Fund IV, LP and ICM Cascadia Co-Invest, LP (acting through their respective general partners), and all required approvals of the board of directors of Buyer. No further action, consent, or approval is required on the part of Buyer or any of its equityholders, directors, or officers in connection therewith.

(c) Enforceability. This Third Amendment constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general application affecting the enforcement of creditors' rights generally and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(d) No Violations. The execution, delivery, and performance of this Third Amendment by Buyer does not and will not (i) violate any provision of any applicable federal, state, local, or foreign statute, law, ordinance, regulation, rule, code, order, judgment, decree, or injunction to which Buyer is subject, (ii) violate, conflict with, or result in a breach or default under, or give rise to any right of termination, cancellation, acceleration, or loss of benefit under, any contract, agreement, instrument, permit, license, or other arrangement to which Buyer is a party or by which Buyer or any of its properties or assets is bound (including, without limitation, the Debt Commitment Letter, the Commitment Extension Letter, and each of the Equity Commitment Letters), or (iii) violate any provision of the certificate of incorporation, bylaws, or other organizational documents of Buyer.

ARTICLE III — GENERAL PROVISIONS

Section 3.1 — Effect of Amendment; No Other Modifications.

Except as expressly amended, modified, or supplemented by this Third Amendment, the Agreement (including, without limitation, all representations, warranties, covenants, agreements, conditions, indemnification obligations, and other provisions set forth therein, as previously amended by the First Amendment and the Second Amendment) shall remain in full force and effect in accordance with its terms, and is hereby ratified and confirmed by each of the Parties. In the event of any conflict or inconsistency between the provisions of this Third Amendment, on the one hand, and the provisions of the Agreement (as previously amended by the First Amendment and the Second Amendment), on the other hand, the provisions of this Third Amendment shall control and govern. The Agreement, as amended by the First Amendment, the Second Amendment, and this Third Amendment, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, and understandings, whether written or oral, with respect to such subject matter. From and after the date hereof, each reference in the Agreement to "this Agreement," "hereof," "hereunder," "herein," or words of similar import shall be deemed to be a reference to the Agreement as amended by the First Amendment, the Second Amendment, and this Third Amendment, unless the context otherwise requires.

Section 3.2 — Reservation of Rights.

Nothing in this Third Amendment shall constitute a waiver of any Party's rights or remedies under the Agreement, at law, or in equity, including without limitation any rights or remedies arising out of any breach or alleged breach of any representation, warranty, covenant, or agreement set forth in the Agreement. Without limiting the generality of the foregoing, the extension of the Outside Date pursuant to Section 1.1 of this Third Amendment shall not be deemed to constitute (a) a waiver of any Party's right to terminate the Agreement pursuant to Section 8.01 of the Agreement (including, without limitation, Section 8.01(b) thereof, as amended hereby) or any other applicable provision of the Agreement, (b) a waiver of any right to assert that a Material Adverse Effect (as defined in the Agreement) has occurred with respect to the Company, the Sellers, or Buyer, as applicable, (c) an admission by any Party that any condition to Closing set forth in Article VII of the Agreement is or is not capable of being satisfied, or (d) a waiver or modification of any Party's obligations under the Agreement, including without limitation any Party's obligations under Section 6.05 (Financing), Section 6.06 (Regulatory Approvals), or Section 6.07 (Commercially Reasonable Efforts) of the Agreement. Each Party hereby expressly reserves all rights and remedies available to it under the Agreement, at law, and in equity, and this Third Amendment shall not be construed as an election of remedies or a waiver of any available right or remedy.

Section 3.3 — Governing Law.

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

Section 3.4 — Jurisdiction and Venue.

The provisions of Section 10.06 of the Agreement regarding jurisdiction, venue, and service of process are hereby incorporated herein by reference, mutatis mutandis, and shall apply to this Third Amendment as if fully set forth herein. Each Party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court of the United States of America sitting in the District of Delaware) in connection with any action, suit, or proceeding arising out of or relating to this Third Amendment. Each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any such action, suit, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, that such action, suit, or proceeding is brought in an inconvenient forum, or that the venue of such action, suit, or proceeding is improper.

Section 3.5 — Counterparts.

This Third Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Third Amendment by portable document format (PDF) transmission or other electronic transmission (including by Brightwater Software or similar electronic signature platform) shall be deemed to be, and shall be as effective as, delivery of a manually executed counterpart of this Third Amendment, and each Party hereby waives any requirement of a manually executed original.

Section 3.6 — Successors and Assigns.

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

Section 3.7 — Severability.

If any provision of this Third Amendment (or any portion thereof) shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Third Amendment or the Agreement, and this Third Amendment and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein or therein. To the extent permitted by applicable law, the Parties hereby waive any provision of law that renders any provision of this Third Amendment invalid, illegal, or unenforceable in any respect. In the event that any provision of this Third Amendment is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Third Amendment so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner.

Section 3.8 — No Third-Party Beneficiaries.

This Third Amendment is not intended to, and shall not, confer any rights or remedies upon any Person other than the Parties hereto and their respective successors and permitted assigns, except as expressly provided in the Agreement. Without limiting the foregoing, the Financing Sources shall be express third-party beneficiaries of this Third Amendment to the same extent and subject to the same limitations as set forth in Section 10.14 of the Agreement with respect to the Agreement.

Section 3.9 — Headings.

The article and section headings contained in this Third Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Third Amendment.

[Signature Pages Follow]

SIGNATURE PAGES TO THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT

IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Third Amendment as of the date first written above.

SELLERS:

TIMBERLINE GROWTH EQUITY FUND III, LP

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

WEIR FAMILY TRUST

By: ________

Name: Jonathan M. Weir

Title: Trustee

Address:

c/o Cascadia Renewables Holdings, Inc. 1100 SW Sixth Avenue, Suite 1800 Portland, OR 97204

MANAGEMENT SELLERS

By: ________

Name: Jonathan M. Weir

Title: Management Seller Representative

(executing on behalf of each of the Management Sellers listed on Schedule A hereto, pursuant to the authority granted under Section 10.15 of the Agreement)

COMPANY:

CASCADIA RENEWABLES HOLDINGS, INC.

By: ________

Name: Jonathan M. Weir

Title: Chief Executive Officer

Address:

1100 SW Sixth Avenue, Suite 1800 Portland, OR 97204

BUYER:

CASCADIA ACQUISITION CORP.

By: ________

Name: David R. Hargreaves

Title: President

(acting on behalf of Cascadia Acquisition Corp., a Delaware corporation wholly owned by Meridian Infrastructure Partners Fund IV, LP and ICM Cascadia Co-Invest, LP)

Address:

c/o Meridian Infrastructure Partners LP 200 Clarendon Street, Suite 4200 Boston, MA 02116

ACKNOWLEDGED AND AGREED (For purposes of Sections 1.5 and 3.2 only)

The following parties execute this Third Amendment solely for the purpose of acknowledging and agreeing to the provisions of Sections 1.5 and 3.2 hereof, and not as parties to the Agreement generally:

MERIDIAN INFRASTRUCTURE PARTNERS FUND IV, LP

By: Meridian Infrastructure GP IV LLC, its General Partner

By: ________

Name: David R. Hargreaves

Title: Managing Partner

Address:

200 Clarendon Street, Suite 4200 Boston, MA 02116

ICM CASCADIA CO-INVEST, LP

By: Meridian Infrastructure GP IV LLC, its General Partner

By: ________

Name: David R. Hargreaves

Title: Managing Partner

Address (Registered Office): c/o Cascade Systems 160 Greentree Drive, Suite 101 Dover, DE 19904

Acknowledged and countersigned by the sole limited partner of ICM Cascadia Co-Invest, LP:

IRONSIDE CAPITAL MANAGEMENT LP

By: ________

Name: Marcus J. Calloway

Title: Founder & Chief Investment Officer

Address:

590 Madison Avenue, 38th Floor New York, NY 10022

SCHEDULE A

MANAGEMENT SELLERS

The following individuals are the "Management Sellers" for purposes of the Agreement and this Third Amendment. The Management Sellers collectively hold the Management Rollover Pool, representing approximately twenty percent (20%) of the total outstanding equity interests of Cascadia Renewables Holdings, Inc. as of the date of the Original Agreement, with an expected fifty percent (50%) rollover of such interests into the post-closing acquisition structure (representing approximately ten percent (10%) of total equity on a pro forma basis at the Closing).

Management Seller Representative: Jonathan M. Weir, Chief Executive Officer

Each Management Seller has executed a joinder to the Original Agreement and an individual rollover commitment letter, copies of which are on file with the Company and Buyer.

No.	Name	Title	Percentage of Management Rollover Pool
1.	Jonathan M. Weir	Chief Executive Officer	28.50%
2.	Catherine A. Yamashita	Chief Financial Officer	12.75%
3.	Robert T. Lindgren	Chief Operating Officer	10.00%
4.	Sarah K. Delacroix	General Counsel & Corporate Secretary	7.50%
5.	Michael P. Okonkwo	SVP, Project Development	5.25%
6.	Lisa R. Engstrom	SVP, Regulatory Affairs	4.00%
7.	David W. Nakamura	SVP, Engineering & Construction	3.75%
8.	Jennifer L. Marchetti	VP, Finance & Treasury	3.00%
9.	Terrence O. Sullivan	VP, Operations (Bull Run Division)	2.75%
10.	Priya S. Ramaswamy	VP, Business Development	2.50%
11.	Andrew J. Kowalski	VP, Environmental Compliance	2.25%
12.	Margaret F. Chen	VP, Government Relations	2.00%
13.	James R. Holloway	VP, Human Resources	1.75%
14.	Diane M. Frasier	VP, Asset Management	1.50%
15.	Christopher L. Barnett	VP, Information Technology	1.50%
16.	Rebecca A. Torres	Director, Project Finance	1.25%
17.	William H. Johansson	Director, Grid Integration	1.00%
18.	Samantha C. Aldridge	Director, Safety & Risk	1.00%
19.	Kevin D. Brennan	Director, Procurement	0.90%
20.	Emily J. Nguyen	Director, Corporate Development	0.85%
21.	Mark A. Petrov	Director, Water Systems Operations	0.80%
22.	Rachel H. Goldstein	Director, Communications	0.75%
23.	Thomas G. Wakefield	Director, Land & Permitting	0.70%
24.	Angela P. Drummond	Manager, Financial Planning & Analysis	0.50%

25.	Stephen F. Caruso	Manager, Contracts Administration	0.25%
Total	100.00%

THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT
Dated as of June 28, 2023
by and among
TIMBERLINE GROWTH EQUITY FUND III, LP
WEIR FAMILY TRUST
THE MANAGEMENT SELLERS LISTED ON SCHEDULE A HERETO
(collectively, the "Sellers")
CASCADIA RENEWABLES HOLDINGS, INC.
(the "Company")
and
CASCADIA ACQUISITION CORP.
(the "Buyer")
THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT
This THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT (this "Third Amendment"), dated as of June 28, 2023, is entered into by and among Timberline Growth Equity Fund III, LP, a Delaware limited partnership ("Timberline Seller"), Weir Family Trust ("Weir Seller"), the members of management listed on Schedule A attached hereto (the "Management Sellers" and, together with Timberline Seller and Weir Seller, the "Sellers"), Cascadia Renewables Holdings, Inc., an Oregon corporation (the "Company"), and Cascadia Acquisition Corp., a Delaware corporation ("Buyer"). Each of the Sellers, the Company, and Buyer is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Sellers, the Company, and Buyer are parties to 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 the Second Amendment to Equity Purchase Agreement, dated as of March 15, 2023 (the "Second Amendment" and, together with the Original Agreement and the First Amendment, the "Agreement"), pursuant to which, among other things, Buyer agreed to acquire, and the Sellers agreed to sell, all of the equity interests of the Company on the terms and subject to the conditions set forth therein;
WHEREAS, the Agreement provides for the acquisition by Buyer of one hundred percent (100%) of the outstanding equity interests of the Company at an enterprise value of One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000), subject to the adjustments and allocations more fully described in Article II and Article III of the Agreement;
WHEREAS, the Agreement currently provides for an Outside Date (as defined therein) of June 30, 2023, which Outside Date was originally set at December 31, 2022 under the Original Agreement, subsequently extended by the First Amendment to March 31, 2023, and further extended by the Second Amendment from March 31, 2023 to June 30, 2023;
WHEREAS, certain conditions to the Closing set forth in Article VII of the Agreement remain unsatisfied as of the date hereof, including without limitation (i) the receipt of approval from the Oregon Public Utility Commission (the "OPUC") in connection with the application filed by the Company and Buyer on October 14, 2022 (OPUC Docket Number UM-2287), proceedings with respect to which are currently stayed at the joint request of the Parties, and (ii) certain other conditions relating to the ongoing renegotiation between the Company and the Portland Metropolitan Water District (the "PMWD") with respect to the concession agreement for the Bull Run Filtration Project (the "Bull Run Concession");
WHEREAS, the Parties desire to extend the Outside Date from June 30, 2023 to December 31, 2023 in order to allow additional time for the satisfaction of the remaining conditions to Closing and to make certain other amendments to the Agreement, all as more fully set forth herein; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, 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 agree as follows:
ARTICLE I — AMENDMENTS
Section 1.1 — Amendment to Outside Date.
(a) The definition of "Outside Date" set forth in Section 1.01 of the Original Agreement (as previously amended by Section 1.1 of the First Amendment and Section 1.1 of the Second Amendment) is hereby further amended and restated in its entirety to read as follows:
"Outside Date" means December 31, 2023.
(b) For the avoidance of doubt, effective as of the date of this Third Amendment, all references to the "Outside Date" in the Agreement (including, without limitation, in Sections 6.05, 6.06, 7.01, 7.02, 7.03, 8.01, and 8.02 thereof and in any schedules, exhibits, or annexes thereto) shall be deemed to refer to December 31, 2023.
Section 1.2 — Amendment to Section 8.01(b).
Section 8.01(b) of the Agreement is hereby amended to replace each reference to the previously stated Outside Date (as set forth therein and as previously amended by the First Amendment and the Second Amendment) with a reference to "December 31, 2023." For the avoidance of doubt, as so amended, Section 8.01(b) of the Agreement provides that this Agreement may be terminated at any time prior to the Closing:
"(b) by either Buyer, on the one hand, or the Seller Representative (acting on behalf of the Sellers), on the other hand, if the Closing shall not have occurred on or before December 31, 2023 (the "Outside Date"); provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(b) shall not be available to any Party (or group of Parties) whose breach of or failure to fulfill any obligation, covenant, or agreement under this Agreement has been a principal cause of, or has resulted in, the failure of the Closing to occur on or before such date."
Nothing in this Section 1.2 shall be construed to modify, amend, or otherwise affect any other provision of Section 8.01 of the Agreement or the remedies available upon termination set forth in Section 8.02 of the Agreement, except to the extent expressly provided herein.
Section 1.3 — Acknowledgment Regarding Regulatory Proceedings.
(a) The Parties acknowledge and agree that, as of the date of this Third Amendment, the following is a true and accurate summary of the status of the regulatory proceedings contemplated by the Agreement:
(i) Oregon Public Utility Commission. The application before the OPUC (OPUC Docket Number UM-2287) was filed on October 14, 2022, by the Company and Buyer pursuant to ORS 757.480 and OAR 860-027-0025. Proceedings with respect to such application have been stayed since approximately February 2023 at the joint request of the Parties, pursuant to an order of Administrative Law Judge Patricia K. Valderrama, dated February 17, 2023. As of the date hereof, the stay remains in effect and no substantive proceedings have occurred since such date. The Parties acknowledge that the OPUC approval remains a condition to Closing under Section 7.01(c)(i) of the Agreement.
(ii) Federal Energy Regulatory Commission. The approval of the Federal Energy Regulatory Commission ("FERC") pursuant to Section 203 of the Federal Power Act (16 U.S.C. § 824b) was received on December 15, 2022 (FERC Docket Number EC22-143-000), subject to certain conditions including, without limitation, the requirement that the Company and Buyer file license-transfer documentation with respect to the Company's FERC-jurisdictional assets within thirty (30) days following the Closing. Such FERC approval remains in full force and effect subject to its terms, including the eighteen (18)-month lapse provision set forth therein (as extended by FERC staff letter dated May 8, 2023 to December 15, 2024). The Parties acknowledge that the FERC approval condition under Section 7.01(c)(ii) of the Agreement has been satisfied, subject to the continuing effectiveness of such approval.
(iii) Committee on Foreign Investment in the United States. The voluntary notice submitted to the Committee on Foreign Investment in the United States ("CFIUS") was filed on September 2, 2022 and acknowledged by CFIUS on September 20, 2022. CFIUS completed its review within the forty-five (45)-day review period provided under Section 721 of the Defense Production Act of 1950, as amended, and no further action is required with respect thereto. The Parties acknowledge that the CFIUS condition under Section 7.01(c)(iii) of the Agreement has been satisfied.
(b) The Parties agree that the stay of the OPUC proceedings described in Section 1.3(a)(i) above shall continue during the extended period set forth in this Third Amendment unless and until otherwise agreed in writing among the Parties. The Parties further agree that they shall cooperate in good faith to lift the stay and advance the OPUC application at such time as the Parties mutually determine, in their reasonable discretion, is appropriate, taking into account, among other things, the status of the Bull Run Concession renegotiation described in Section 1.4 below and any other relevant circumstances then existing. Each Party shall use its reasonable best efforts to support and facilitate the timely processing of the OPUC application once such stay is lifted, including by providing such information and testimony as may reasonably be requested by the OPUC or by any other Party in connection therewith.
Section 1.4 — Acknowledgment Regarding Concession Renegotiation.
(a) The Parties acknowledge and agree that the renegotiation between the Company and the PMWD with respect to the Bull Run Concession (the concession agreement having been originally executed on or about June 22, 2018, with an initial term of thirty (30) years and annual revenue thereunder of approximately Sixty-Four Million Dollars ($64,000,000) based on fiscal year 2022 figures) remains ongoing as of the date hereof. Such renegotiation was initiated following the PMWD's notice to the Company dated October 28, 2022 (the "PMWD Renegotiation Notice"), which notice cited, among other things, changed regulatory requirements under Oregon Senate Bill 1567 (2022) (the "Oregon SB 1567") relating to water filtration standards and compliance timelines for municipal water systems utilizing unfiltered surface water sources, and which notice requested the commencement of good-faith negotiations to amend the scope, pricing, and performance standards of the Bull Run Concession to reflect such changed requirements. The Parties acknowledge that the Company has been actively engaged in such renegotiation with the PMWD since approximately November 2022 and that certain material terms remain unresolved as of the date hereof.
(b) The Parties agree that nothing in this Third Amendment shall constitute a waiver of any Party's rights under the Agreement with respect to the definition of "Material Adverse Effect" set forth in Section 1.01 of the Agreement (including, without limitation, any of the exceptions or carve-outs set forth therein) or any closing condition set forth in Article VII of the Agreement relating thereto, including without limitation Sections 7.02(a) and 7.03(a) of the Agreement. For the avoidance of doubt, the extension of the Outside Date pursuant to this Third Amendment shall not be deemed to constitute an acknowledgment or agreement by any Party that any particular outcome of the Bull Run Concession renegotiation would or would not constitute a Material Adverse Effect under the Agreement.
(c) No Party is, by entering into this Third Amendment, making any representation or warranty, express or implied, as to the likely outcome, timing, or terms of the renegotiation of the Bull Run Concession, and no Party shall have any claim against any other Party arising out of or relating to any statement, projection, estimate, or other communication made in connection with such renegotiation prior to or in connection with this Third Amendment.
Section 1.5 — Acknowledgment Regarding Financing.
(a) The Parties acknowledge and agree that, as of the date of this Third Amendment, the debt commitment letter dated August 30, 2022 (the "Debt Commitment Letter"), provided by Atlas National Bank, N.A., as lead arranger and administrative agent, and Pinnacle Credit Partners LLC, as co-lender (collectively, the "Financing Sources"), providing for (i) a senior secured term loan facility in an aggregate principal amount of Nine Hundred Seventy-Five Million Dollars ($975,000,000) (the "Term Loan Facility") and (ii) a revolving credit facility in an aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000) (the "Revolving Facility" and, together with the Term Loan Facility, the "Debt Financing"), was extended by letter agreement dated April 30, 2023 (the "Commitment Extension Letter") and currently has an expiration date of October 31, 2023.
(b) Buyer hereby acknowledges its continuing obligation under Section 6.05 of the Agreement to use its reasonable best efforts to maintain in effect the financing commitments contemplated by the Agreement (including, without limitation, the Debt Commitment Letter, as extended by the Commitment Extension Letter) through the Closing or, if any portion of such financing commitments expires or becomes unavailable for any reason, to obtain alternative financing on terms and conditions that are, taken as a whole, no less favorable to the Company and the Sellers than the terms and conditions set forth in the Debt Commitment Letter (as extended). Buyer further acknowledges that, to the extent the Debt Commitment Letter (as extended) expires prior to the Outside Date as set forth in this Third Amendment, Buyer shall promptly (and in any event within five (5) Business Days) notify the Sellers and the Company of such expiration and of the steps Buyer is taking to obtain a further extension or alternative financing commitments.
(c) The Parties acknowledge that the equity commitments to Buyer in connection with the transactions contemplated by the Agreement consist of:
(i) an equity commitment of Seven Hundred Fifty Million Dollars ($750,000,000) from Meridian Infrastructure Partners Fund IV, LP (representing approximately 71.43% of total committed equity capital), pursuant to that certain Equity Commitment Letter dated August 30, 2022 (the "Meridian ECL"); and
(ii) an equity commitment of Three Hundred Million Dollars ($300,000,000) from ICM Cascadia Co-Invest, LP (representing approximately 28.57% of total committed equity capital), pursuant to that certain Equity Commitment Letter dated August 30, 2022 (the "ICM ECL" and, together with the Meridian ECL, the "Equity Commitment Letters").
(d) The Parties acknowledge that each of the Equity Commitment Letters remains in full force and effect in accordance with its respective terms, notwithstanding the dormancy of ICM Cascadia Co-Invest, LP since approximately January 9, 2023. For purposes of this Section 1.5(d), "dormancy" refers to the status of ICM Cascadia Co-Invest, LP as a special-purpose co-investment vehicle with no active operations or management separate from its general partner, Meridian Infrastructure GP IV LLC, and its sole limited partner, Ironside Capital Management LP. Nothing in this Third Amendment shall be deemed to constitute a representation by any Party as to the continued availability, enforceability, or sufficiency of the equity commitments or debt commitments described herein, except as expressly set forth in this Section 1.5.
ARTICLE II — REPRESENTATIONS AND WARRANTIES
Section 2.1 — Representations and Warranties of the Sellers and the Company.
Each Seller (severally and not jointly) and the Company hereby represents and warrants to Buyer, as of the date hereof, as follows:
(a) Power and Authority. Such Party has full corporate, partnership, limited liability company, trust, or other applicable organizational power and authority to execute and deliver this Third Amendment and to perform its obligations hereunder. In the case of the Weir Family Trust, the Trustee has full power and authority under the governing instrument of such trust to execute and deliver this Third Amendment on behalf of the Weir Family Trust and to bind the Weir Family Trust to the obligations set forth herein.
(b) Due Authorization. The execution, delivery, and performance of this Third Amendment by such Party have been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action on the part of such Party, and no further action, consent, or approval is required on the part of such Party or any of its equity holders, partners, beneficiaries, members, managers, directors, trustees, or officers in connection therewith.
(c) Enforceability. This Third Amendment constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general application affecting the enforcement of creditors' rights generally and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) No Violations. The execution, delivery, and performance of this Third Amendment by such Party does not and will not (i) violate any provision of any applicable federal, state, local, or foreign statute, law, ordinance, regulation, rule, code, order, judgment, decree, or injunction to which such Party is subject, (ii) violate, conflict with, or result in a breach or default under, or give rise to any right of termination, cancellation, acceleration, or loss of benefit under, any contract, agreement, instrument, permit, license, or other arrangement to which such Party is a party or by which such Party or any of its properties or assets is bound, or (iii) in the case of any entity Party, violate any provision of the organizational documents of such Party.
(e) No Consents Required. No consent, approval, authorization, order, registration, qualification, or filing with or notice to any governmental authority or other third party is required in connection with the execution, delivery, and performance of this Third Amendment by such Party, other than any consent, approval, authorization, order, registration, qualification, filing, or notice the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of such Party to consummate the transactions contemplated by this Third Amendment.
Section 2.2 — Representations and Warranties of Buyer.
Buyer hereby represents and warrants to the Sellers and the Company, as of the date hereof, as follows:
(a) Power and Authority. Buyer has full corporate power and authority to execute and deliver this Third Amendment and to perform its obligations hereunder. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Due Authorization. The execution, delivery, and performance of this Third Amendment by Buyer have been duly authorized by all necessary corporate action on the part of Buyer, including all required approvals of its equityholders, specifically Meridian Infrastructure Partners Fund IV, LP and ICM Cascadia Co-Invest, LP (acting through their respective general partners), and all required approvals of the board of directors of Buyer. No further action, consent, or approval is required on the part of Buyer or any of its equityholders, directors, or officers in connection therewith.
(c) Enforceability. This Third Amendment constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws of general application affecting the enforcement of creditors' rights generally and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) No Violations. The execution, delivery, and performance of this Third Amendment by Buyer does not and will not (i) violate any provision of any applicable federal, state, local, or foreign statute, law, ordinance, regulation, rule, code, order, judgment, decree, or injunction to which Buyer is subject, (ii) violate, conflict with, or result in a breach or default under, or give rise to any right of termination, cancellation, acceleration, or loss of benefit under, any contract, agreement, instrument, permit, license, or other arrangement to which Buyer is a party or by which Buyer or any of its properties or assets is bound (including, without limitation, the Debt Commitment Letter, the Commitment Extension Letter, and each of the Equity Commitment Letters), or (iii) violate any provision of the certificate of incorporation, bylaws, or other organizational documents of Buyer.
ARTICLE III — GENERAL PROVISIONS
Section 3.1 — Effect of Amendment; No Other Modifications.
Except as expressly amended, modified, or supplemented by this Third Amendment, the Agreement (including, without limitation, all representations, warranties, covenants, agreements, conditions, indemnification obligations, and other provisions set forth therein, as previously amended by the First Amendment and the Second Amendment) shall remain in full force and effect in accordance with its terms, and is hereby ratified and confirmed by each of the Parties. In the event of any conflict or inconsistency between the provisions of this Third Amendment, on the one hand, and the provisions of the Agreement (as previously amended by the First Amendment and the Second Amendment), on the other hand, the provisions of this Third Amendment shall control and govern. The Agreement, as amended by the First Amendment, the Second Amendment, and this Third Amendment, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, and understandings, whether written or oral, with respect to such subject matter. From and after the date hereof, each reference in the Agreement to "this Agreement," "hereof," "hereunder," "herein," or words of similar import shall be deemed to be a reference to the Agreement as amended by the First Amendment, the Second Amendment, and this Third Amendment, unless the context otherwise requires.
Section 3.2 — Reservation of Rights.
Nothing in this Third Amendment shall constitute a waiver of any Party's rights or remedies under the Agreement, at law, or in equity, including without limitation any rights or remedies arising out of any breach or alleged breach of any representation, warranty, covenant, or agreement set forth in the Agreement. Without limiting the generality of the foregoing, the extension of the Outside Date pursuant to Section 1.1 of this Third Amendment shall not be deemed to constitute (a) a waiver of any Party's right to terminate the Agreement pursuant to Section 8.01 of the Agreement (including, without limitation, Section 8.01(b) thereof, as amended hereby) or any other applicable provision of the Agreement, (b) a waiver of any right to assert that a Material Adverse Effect (as defined in the Agreement) has occurred with respect to the Company, the Sellers, or Buyer, as applicable, (c) an admission by any Party that any condition to Closing set forth in Article VII of the Agreement is or is not capable of being satisfied, or (d) a waiver or modification of any Party's obligations under the Agreement, including without limitation any Party's obligations under Section 6.05 (Financing), Section 6.06 (Regulatory Approvals), or Section 6.07 (Commercially Reasonable Efforts) of the Agreement. Each Party hereby expressly reserves all rights and remedies available to it under the Agreement, at law, and in equity, and this Third Amendment shall not be construed as an election of remedies or a waiver of any available right or remedy.
Section 3.3 — Governing Law.
This Third Amendment and all claims, disputes, and controversies arising out of or relating to this Third Amendment (including any claims relating to the negotiation, execution, or performance of this Third Amendment or any alleged breach hereof) shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or 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.
Section 3.4 — Jurisdiction and Venue.
The provisions of Section 10.06 of the Agreement regarding jurisdiction, venue, and service of process are hereby incorporated herein by reference, mutatis mutandis, and shall apply to this Third Amendment as if fully set forth herein. Each Party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court of the United States of America sitting in the District of Delaware) in connection with any action, suit, or proceeding arising out of or relating to this Third Amendment. Each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any such action, suit, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, that such action, suit, or proceeding is brought in an inconvenient forum, or that the venue of such action, suit, or proceeding is improper.
Section 3.5 — Counterparts.
This Third Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Third Amendment by portable document format (PDF) transmission or other electronic transmission (including by Brightwater Software or similar electronic signature platform) shall be deemed to be, and shall be as effective as, delivery of a manually executed counterpart of this Third Amendment, and each Party hereby waives any requirement of a manually executed original.
Section 3.6 — Successors and Assigns.
This Third Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns in accordance with the terms and conditions of Section 10.05 of the Agreement. No Party may assign any of its rights or delegate any of its obligations under this Third Amendment except as expressly permitted by the Agreement.
Section 3.7 — Severability.
If any provision of this Third Amendment (or any portion thereof) shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Third Amendment or the Agreement, and this Third Amendment and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein or therein. To the extent permitted by applicable law, the Parties hereby waive any provision of law that renders any provision of this Third Amendment invalid, illegal, or unenforceable in any respect. In the event that any provision of this Third Amendment is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Third Amendment so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner.
Section 3.8 — No Third-Party Beneficiaries.
This Third Amendment is not intended to, and shall not, confer any rights or remedies upon any Person other than the Parties hereto and their respective successors and permitted assigns, except as expressly provided in the Agreement. Without limiting the foregoing, the Financing Sources shall be express third-party beneficiaries of this Third Amendment to the same extent and subject to the same limitations as set forth in Section 10.14 of the Agreement with respect to the Agreement.
Section 3.9 — Headings.
The article and section headings contained in this Third Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Third Amendment.
[Signature Pages Follow]
SIGNATURE PAGES TO THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT
IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Third Amendment as of the date first written above.
SELLERS:
TIMBERLINE GROWTH EQUITY FUND III, LP
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
WEIR FAMILY TRUST
By: ________
Name: Jonathan M. Weir
Title: Trustee
Address:
c/o Cascadia Renewables Holdings, Inc. 1100 SW Sixth Avenue, Suite 1800 Portland, OR 97204
MANAGEMENT SELLERS
By: ________
Name: Jonathan M. Weir
Title: Management Seller Representative
(executing on behalf of each of the Management Sellers listed on Schedule A hereto, pursuant to the authority granted under Section 10.15 of the Agreement)
COMPANY:
CASCADIA RENEWABLES HOLDINGS, INC.
By: ________
Name: Jonathan M. Weir
Title: Chief Executive Officer
Address:
1100 SW Sixth Avenue, Suite 1800 Portland, OR 97204
BUYER:
CASCADIA ACQUISITION CORP.
By: ________
Name: David R. Hargreaves
Title: President
(acting on behalf of Cascadia Acquisition Corp., a Delaware corporation wholly owned by Meridian Infrastructure Partners Fund IV, LP and ICM Cascadia Co-Invest, LP)
Address:
c/o Meridian Infrastructure Partners LP 200 Clarendon Street, Suite 4200 Boston, MA 02116
ACKNOWLEDGED AND AGREED (For purposes of Sections 1.5 and 3.2 only)
The following parties execute this Third Amendment solely for the purpose of acknowledging and agreeing to the provisions of Sections 1.5 and 3.2 hereof, and not as parties to the Agreement generally:
MERIDIAN INFRASTRUCTURE PARTNERS FUND IV, LP
By: Meridian Infrastructure GP IV LLC, its General Partner
By: ________
Name: David R. Hargreaves
Title: Managing Partner
Address:
200 Clarendon Street, Suite 4200 Boston, MA 02116
ICM CASCADIA CO-INVEST, LP
By: Meridian Infrastructure GP IV LLC, its General Partner
By: ________
Name: David R. Hargreaves
Title: Managing Partner
Address (Registered Office): c/o Cascade Systems 160 Greentree Drive, Suite 101 Dover, DE 19904
Acknowledged and countersigned by the sole limited partner of ICM Cascadia Co-Invest, LP:
IRONSIDE CAPITAL MANAGEMENT LP
By: ________
Name: Marcus J. Calloway
Title: Founder & Chief Investment Officer
Address:
590 Madison Avenue, 38th Floor New York, NY 10022
SCHEDULE A
MANAGEMENT SELLERS
The following individuals are the "Management Sellers" for purposes of the Agreement and this Third Amendment. The Management Sellers collectively hold the Management Rollover Pool, representing approximately twenty percent (20%) of the total outstanding equity interests of Cascadia Renewables Holdings, Inc. as of the date of the Original Agreement, with an expected fifty percent (50%) rollover of such interests into the post-closing acquisition structure (representing approximately ten percent (10%) of total equity on a pro forma basis at the Closing).
Management Seller Representative: Jonathan M. Weir, Chief Executive Officer
Each Management Seller has executed a joinder to the Original Agreement and an individual rollover commitment letter, copies of which are on file with the Company and Buyer.
No. | Name | Title | Percentage of Management Rollover Pool
1. | Jonathan M. Weir | Chief Executive Officer | 28.50%
2. | Catherine A. Yamashita | Chief Financial Officer | 12.75%
3. | Robert T. Lindgren | Chief Operating Officer | 10.00%
4. | Sarah K. Delacroix | General Counsel & Corporate Secretary | 7.50%
5. | Michael P. Okonkwo | SVP, Project Development | 5.25%
6. | Lisa R. Engstrom | SVP, Regulatory Affairs | 4.00%
7. | David W. Nakamura | SVP, Engineering & Construction | 3.75%
8. | Jennifer L. Marchetti | VP, Finance & Treasury | 3.00%
9. | Terrence O. Sullivan | VP, Operations (Bull Run Division) | 2.75%
10. | Priya S. Ramaswamy | VP, Business Development | 2.50%
11. | Andrew J. Kowalski | VP, Environmental Compliance | 2.25%
12. | Margaret F. Chen | VP, Government Relations | 2.00%
13. | James R. Holloway | VP, Human Resources | 1.75%
14. | Diane M. Frasier | VP, Asset Management | 1.50%
15. | Christopher L. Barnett | VP, Information Technology | 1.50%
16. | Rebecca A. Torres | Director, Project Finance | 1.25%
17. | William H. Johansson | Director, Grid Integration | 1.00%
18. | Samantha C. Aldridge | Director, Safety & Risk | 1.00%
19. | Kevin D. Brennan | Director, Procurement | 0.90%
20. | Emily J. Nguyen | Director, Corporate Development | 0.85%
21. | Mark A. Petrov | Director, Water Systems Operations | 0.80%
22. | Rachel H. Goldstein | Director, Communications | 0.75%
23. | Thomas G. Wakefield | Director, Land & Permitting | 0.70%
24. | Angela P. Drummond | Manager, Financial Planning & Analysis | 0.50%
25. | Stephen F. Caruso | Manager, Contracts Administration | 0.25%
Total | 100.00%

THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT

TIMBERLINE GROWTH EQUITY FUND III, LP

WEIR FAMILY TRUST

THE MANAGEMENT SELLERS LISTED ON SCHEDULE A HERETO

CASCADIA RENEWABLES HOLDINGS, INC.

CASCADIA ACQUISITION CORP.

THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT

RECITALS

SIGNATURE PAGES TO THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT

SELLERS:

TIMBERLINE GROWTH EQUITY FUND III, LP

WEIR FAMILY TRUST

MANAGEMENT SELLERS

COMPANY:

CASCADIA RENEWABLES HOLDINGS, INC.

CASCADIA ACQUISITION CORP.

MERIDIAN INFRASTRUCTURE PARTNERS FUND IV, LP

ICM CASCADIA CO-INVEST, LP

IRONSIDE CAPITAL MANAGEMENT LP

SCHEDULE A

MANAGEMENT SELLERS

Record

Parties

Dates

Amounts