Extract to table

" 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

02 thereof and in any schedules, exhibits, or annexes thereto) shall be deemed to refer to December 31, 2023

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

2 shall be construed to modify, amend, or otherwise affect any other provision of Section 8

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

(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