Extract to table

" 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

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 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

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