ASSET PURCHASE AND SERVICE AREA TRANSFER AGREEMENT

by and between

GEM SUB LLC,

PACIFICORP

and

PORTLAND GENERAL ELECTRIC COMPANY

Dated as of February 15, 2026

3.20 Real Property 55

3.21 Related Party Transactions 56

3.22 Solvency 56

3.23 Trade Laws and Sanctions 56

Article IV

REPRESENTATIONS AND WARRANTIES
OF the BUYER

4.1 Organization and Qualification 57

4.2 Authority Relative to the Transaction Agreements 57

4.3 Consents and Approvals; No Violations 57

4.4 Litigation; Orders 58

4.5 Brokers 58

4.6 Financing Capability 58

4.7 Solvency 60

Article V

ADDITIONAL AGREEMENTS

5.1 Access to Books and Records 60

5.2 Confidentiality 63

5.3 Efforts 64

5.4 Conduct of Business 69

5.5 Regulatory Proceedings 72

5.6 Updates to Schedules 73

5.7 Public Announcements 74

5.8 Seller Marks; License to Retained Intellectual Property 74

5.9 Misallocated Assets and Liabilities 75

5.10 Notification of Certain Matters 76

5.11 Non-Solicitation 76

5.12 Ancillary Agreements; Shared Contracts 76

5.13 Electric Transmission Service and Interconnection Plan 78

5.14 Insurance 78

5.15 Intercompany Agreements and Accounts 79

5.16 Exclusivity 79

5.17 Non-Finalized Regulatory Assets 79

5.18 Bulk Transfer Laws 80

5.19 Financing. 80

5.20 Seller Indebtedness Release 85

5.21 Certain Actions; Real Property Commitments. 86

5.22 Washington Emissions Performance Standard 87

5.23 Fair Consideration 87

5.24 Transition Committee. 87

5.25 Credit Support. 88

Article VI

EMPLOYEE MATTERS COVENANTS

6.1 Employee Matters 89

Article VII

TAX MATTERS

7.1 Tax Returns 92

7.2 Tax Actions 92

7.3 Tax Allocation 93

7.4 Cooperation and Exchange of Information 93

7.5 Transfer Taxes 93

7.6 Asset Tax Proration 94

Article VIII

CONDITIONS TO OBLIGATIONS TO CLOSE

8.1 Conditions to Obligation of Each Party to Close 94

8.2 Conditions to the Buyer’s Obligation to Close 95

8.3 Conditions to the Seller’s Obligation to Close 96

Article IX

TERMINATION

9.1 Termination 97

9.2 Effect of Termination 98

9.3 Extension; Waiver 99

9.4 Termination Fee 99

Article X

INDEMNIFICATION

10.1 No Survival of Representations, Warranties and Covenants; Representations and Warranties Insurance 100

10.2 Indemnification for Excluded Liabilities and Assumed Liabilities 101

Article XI

GENERAL PROVISIONS

11.1 Interpretation; Absence of Presumption 102

11.2 Headings; Definitions 104

11.3 Governing Law; Jurisdiction and Forum 104

11.4 Waiver of Jury Trial 105

11.5 Entire Agreement 105

11.6 No Third Party Beneficiaries 105

11.7 Expenses 106

11.8 No Setoff 106

11.9 Notices 106

11.10 Successors and Assigns 107

11.11 Amendments and Waivers 108

11.12 Severability 108

11.13 Specific Performance 109

11.14 No Admission 109

11.15 Further Assurances 109

11.16 Counterparts 109

11.17 No Presumption Against Drafting Party 109

11.18 Non-Reliance 110

11.19 Financing Sources 110

11.20 Guarantee 111

11.21 No Recourse 111

Exhibits

Exhibit A: Form of Lease Assignment

Exhibit B: Form of Transition Services Agreement

Exhibit C: Closing Assets and Principles

Exhibit D: Form of Deed

Exhibit E: Form of Assignment and Bill of Sale

Exhibit F: Power Purchase Agreement Term Sheet

Exhibit G: Electric Transmission Service and Interconnection Plan

Exhibit H: Allocation Schedule

Exhibit I: Balancing Authority Services Term Sheet

Exhibit J: Form of Easement Assignment Agreement

Schedules

Schedule 1.1-BE Business Employees

Schedule 1.1-MRP Material Regulatory Proceedings

Schedule 1.1-PL Permitted Liens

Schedule 1.1-RA Regulatory Assets

Schedule 1.1-RRA Required Regulatory Approvals

Schedule 1.1-SBPTA Specified Business Permit Transfer Approvals

Schedule 1.1-TRP Material Transferred Real Property

Schedule 2.1(a) Transferred Assets

Schedule 5.4(b)(iv)(B) Certain Contracts

Schedule ‎5.15 Continuing Intercompany Agreements and Accounts

Schedule 5.25 Credit Support

Schedule A Knowledge of the Buyer

Schedule B Knowledge of the Seller

Disclosure Schedules

ASSET PURCHASE AND SERVICE AREA TRANSFER AGREEMENT

This ASSET PURCHASE AND SERVICE AREA TRANSFER AGREEMENT, dated as of February 15, 2026 (this “Agreement”), is by and between PacifiCorp, an Oregon corporation (the “Seller”), Gem Sub LLC, a Delaware limited liability company (the “Buyer”), and, solely for purposes of Article XI, Portland General Electric Company, an Oregon corporation (the “Buyer Parent”) (each of the Seller and the Buyer, a “Party”, and collectively, the “Parties”).

RECITALS

WHEREAS, the Parties desire that, subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller the Transferred Assets and the Service Area and the Buyer shall assume from the Seller the Assumed Liabilities;

WHEREAS, the Business is currently providing electric service to customers located in the Service Area in accordance with the laws and regulations of the WUTC (as defined below), and, in connection with the transactions contemplated by this Agreement, the Buyer desires to assume this obligation to provide such customers electric service in accordance with the same laws and regulations;

WHEREAS, the Seller will cease, and the Buyer will begin, operations as a Washington-jurisdictional electrical company and public service company with respect to the Business in the Service Area;

WHEREAS, the WUTC will gain jurisdiction over the Buyer regarding Washington electric rates, services, facilities and practices in the place of the Seller with respect to the Business in the Service Area;

WHEREAS, the Boards of Directors of each of the Seller and the Buyer have approved the execution and delivery of this Agreement and the transactions contemplated hereby; and

WHEREAS, at the Closing, the applicable Parties shall enter into the Ancillary Agreements;

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

“Accrued PTO” means, with respect to any Business Employee, such Business Employee’s accrued or unpaid vacation, holiday and/or paid time off, in each case, as of the Closing, and including the employer portion of any payroll, social security, unemployment or similar Taxes.

“Action” means any action, claim, demand, cause of action, suit, notice of violation, audit, investigation, examination, dispute, charge, hearing, judgment, complaint, injunction, subpoena, litigation, mediation, arbitration or other proceeding (whether civil, criminal, administrative, judicial or investigative) by or before any Governmental Entity or any arbitrator.

“Affiliate” means, with respect to a Person, any other Person that directly or indirectly (through one or more intermediaries) controls or is controlled by or is under common control with such first mentioned Person including any partnership or joint venture in which such Person (either alone, or through or together with any other Subsidiaries) has, directly or indirectly, Equity Interests of 50% or more; provided that, (a) in the case of the Seller, Berkshire Hathaway Inc. and its Affiliates (other than Berkshire Hathaway Energy Company and its Subsidiaries) shall not be considered Affiliates of the Seller; and (b) in the case of the Buyer, for all purposes of this Agreement (other than in connection with the definitions of “Burdensome Condition”, “Buyer Indemnified Parties”, “Financing Sources”, “Material Regulatory Proceeding”, and “Representative”, and Sections ‎11.10, ‎11.14, ‎11.18 and 11.21), “Affiliates” shall not include any Investor or any Person that would otherwise be considered an “Affiliate” of an Investor (including any Fund (and such Fund’s Affiliated Funds) of, or managed by, such Investor) or any of the respective portfolio companies (as such term is commonly understood in the private investment industry) or other investments of any of the foregoing (in each case, excluding Buyer Parent (and if formed, its new holding company), Buyer and any of their Subsidiaries).

“Ancillary Agreements” means, collectively, the Lease Assignments, the Transition Services Agreement, the Deeds, the Easement Assignments, the Assignment and Bill of Sale, the Power Purchase Agreement, the Construction Funding Agreement (if entered into at the Closing), the Joint Ownership and Operating Agreement(s) and such other agreements, instruments and documents contemplated by this Agreement to be executed or delivered by the Parties in connection with the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements (but, for the avoidance of doubt, not including any arrangements between the Buyer and an Investor).

“Antitrust Law” means any antitrust, competition or similar Laws (including the HSR Act and APNA).

“APNA” means the Washington Uniform Antitrust Premerger Notification Act.

“Asset Taxes” means ad valorem, property, excise, severance, production, sales, use and similar Taxes based upon the acquisition, operation or ownership of the Transferred Assets, but excluding, for the avoidance of doubt, income Taxes and Transfer Taxes.

“Assignment and Bill of Sale” means the assignment and assumption agreement and the bill of sale substantially in the form of Exhibit E.

“Assumed EDIT” means the balance of protected excess deferred income Tax as ordered by the Washington Utilities and Transportation Commission’s Final Order 09/07/12 dated December 14, 2020, page 15, paragraph 41 in Docket No. UE-191024 (the “WUTC Order”), net of amounts amortized through the Closing. The Parties agree to use reasonable best efforts to determine the balance of the Assumed EDIT as of Closing Date.

“Balancing Authority Services Term Sheet” means the balancing authority services term sheet attached as Exhibit J.

“Burdensome Condition” means, (i) with respect to any Party, any undertaking, term, Liability, commitment, sanction or condition with respect to the party asserting the existence of such “Burdensome Condition” that, in the aggregate is, or would be or would reasonably likely to become materially adverse to that Party’s condition (financial or otherwise), performance, or results of operations, after giving effect to the completion of the transactions contemplated by this Agreement, the Ancillary Agreements and the implementation of the Electric Transmission Service and Interconnection Plan, including with respect to the Buyer, that is, would be, or would reasonably likely to be, a material adverse impact on the expected timing of, or amounts of, cash flow of the Business (taking into account the Transferred Assets and the Assumed Liabilities), after giving effect to such transactions (which, for the avoidance of doubt, shall exclude any merger or conversion of Buyer to change its corporate form or tax status following the date hereof), (ii) with respect to the Buyer, a Buyer Burdensome Condition, or (iii) with respect to the Seller, a Seller Burdensome Condition.

“Business” means (a) the electric transmission and distribution business serving customers (including the obligation to serve customers) in the Service Area as conducted by the Seller as of the Closing; and (b) the ownership and operation of the following generation facilities, including related interconnection and other facilities: Chehalis combined cycle gas turbine in Lewis County, Goodnoe Hills Wind in Klickitat County and Marengo I and Marengo II Wind in Columbia County, in each case, as a Washington-jurisdictional electrical company and public service company.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which commercial banks in Portland, Oregon are required or authorized by Law to be closed.

“Business Employee” means each employee of the Seller or any of its Affiliates (a) listed on Schedule 1.1-BE (as updated by the Seller prior to the Closing Date in accordance with Section ‎6.1(a) of this Agreement) or (b) hired by the Seller, or transferred to the Business from another business of the Seller, in each case, following the date of this Agreement in accordance with Section ‎5.4 of this Agreement in order to replace any individual included on ‎Schedule 1.1-BE whose employment with the Seller has terminated prior to the Closing Date, in any such case,

including any individual who is not actively at work as a result of an approved leave of absence (including long-term (not exceeding six months) or short-term disability leave, military leave or family medical leave).

“Business Service Provider” means any Business Employee and any current or former employee who has provided services with respect to the Business.

“Buyer Burdensome Condition” means (a) the imposition of any condition or conditions to FERC approval required in connection with the transactions contemplated by this Agreement, the Ancillary Agreements and the implementation of the Electric Transmission Service and Interconnection Plan that in the aggregate is, would be, or would be reasonably likely to be or become, materially adverse to the condition (financial or otherwise), performance or results of operations of the Buyer (taking into account the Business, the Transferred Assets and the Assumed Liabilities), taken as a whole, after giving effect to the completion of the transactions contemplated by this Agreement, the Ancillary Agreements and the implementation of the Electric Transmission Service and Interconnection Plan, (b) a WUTC determination that the rate base for the Transferred Assets is less than one billion and three hundred sixty million dollars ($1,360,000,000), (c) the failure of the WUTC to determine the rate base for the Transferred Assets in connection with the WUTC’s approval of the transactions contemplated by this Agreement and the Ancillary Agreements (provided, however, that if the WUTC approves a rate base for the Transferred Assets following the date hereof and prior to the valid termination of this Agreement, the failure of the WUTC to determine the rate base for the Transferred Assets in connection with the WUTC’s approval of the transactions contemplated by this Agreement and the Ancillary Agreements shall not constitute a Buyer Burdensome Condition), or (d) any undertaking, term, Liability, commitment, sanction or condition that has resulted, or would have, or would reasonably be likely to result, in a prohibition or material restriction on the Buyer or the Investors (to the extent such Investors, together with any affiliated Investors, own or hold a greater than thirty percent (30%), but less than fifty percent (50%), direct or indirect interest in the Buyer) exercising management control over the Business (in each case, excluding the impact of any Laws of general applicability).

“Carve-Out Financials and Quality of Earnings Report” means carve-out financial statements prepared in accordance with U.S. GAAP for the business comprised of the Transferred Assets and a related quality of earnings report referred to as the Project Gem Financial Due Diligence Report of PwC dated as of December 1, 2025.

“Cash” means cash, cash equivalents, certificates of deposit, negotiable instruments and marketable securities.

“CFIUS” means the Committee on Foreign Investment in the United States and each member agency thereof, acting in such capacity.

“CFIUS Filing” means a notice or declaration filed with CFIUS pursuant to 31 C.F.R. Part 800.

“Chehalis Overhaul” means the planned overhaul of the Business’s facilities located in Chehalis, Washington in or about April 2027.

“Chehalis Overhaul Adjustment Amount” means an amount equal to the lower of (i) the amount of rate base attributable to the Chehalis Overhaul and (ii) the amount by which the amount of rate base at the Closing exceeds one billion, three hundred and sixty million dollars ($1,360,000,000), in each case, as reflected in the books and records of the Seller.

“Closing Assets” means the assets specified on Exhibit C, in each case, determined and valued at the Cutoff Time in accordance with the accounting principles, policies, procedures and categorizations set out on Exhibit C (the “Accounting Principles”). For the avoidance of doubt, a sample calculation of Closing Assets is included on Exhibit C for illustration purposes only.

“Closing Assets Adjustment Amount” means eighteen million, five hundred thousand dollars ($18,500,000).

“Closing Assets Adjustment Value” means the positive or negative value of Closing Assets set forth in the Post-Closing Adjustment Statement minus the Closing Asset Adjustment Amount.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, as set forth in Section 4980B of the Code and Part 6 of Title I of ERISA.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collective Bargaining Agreement” means any collective bargaining agreement or any other labor-related Contract with any union, works council, employee association, or other labor organization or works council representing Business Employees or otherwise with respect to the Business.

“Commercial Licenses” means non-exclusive Licenses to off-the-shelf software which are generally available on standard commercial terms with one-time or annual aggregate license, maintenance, support and other fees of $100,000 or less.

“Confidentiality Agreement” means that certain Mutual Confidentiality Agreement, by and between the Seller and Portland General Electric Company, dated May 15, 2025.

“Construction Funding Agreement” means the construction funding agreement to be executed and delivered by the Buyer and the Seller at the Closing in accordance with the Electric Transmission Service and Interconnection Plan attached hereto as Exhibit G.

“Contract” means any written or oral agreement, contract, License, sublicense, lease, sublease, obligation, loan, credit agreement, sale or purchase order, note, bond, indenture, debenture, mortgage, supply agreement, understanding, undertaking or other commitment, contract document, obligation, instrument or arrangement to which or by which a Person is a party or otherwise subject or bound or to which or by which any asset, property or right of such Person is subject or bound, including all schedules, exhibits and other attachments thereto and any amendments, side letters, supplements and modifications thereto.

“control” means, as to a Person, the ownership of a majority of the voting securities of such Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise (and the terms “controlled by” and “under common control with” shall have correlative meanings).

“Controlled Group Liability” means any and all liabilities (a) under Title IV of ERISA, (b) under Section 302 of ERISA, (c) under Sections 412 and 4971 of the Code, (d) as a result of the failure to comply with the continuation coverage requirements of ERISA Section 601 et seq., and Section 4980B of the Code and (e) under corresponding or similar provisions of any foreign Law related to defined benefit pension plan funding requirements or post-termination medical insurance plan coverage.

“Credit Support” means, collectively, all obligations and liabilities relating to, arising out of or in connection with any guaranties, letters of credit, comfort letters, surety bonds, support agreements and other credit support of a comparable nature provided or maintained by the Seller or any Affiliate thereof to the extent related to the Business (including the Transferred Assets and Assumed Liabilities).

“Cutoff Time” means 12:01 a.m. Pacific Time on the Closing Date.

“Deeds” means, collectively, the bargain and sale deeds for the transfer of all Owned Real Property, in recordable form, on a county-by-county basis, in the form of Exhibit D; provided, that, notwithstanding anything to the contrary, nothing contained in any Deed shall create any Liability on behalf of Seller or any of its Affiliates with respect to any statutory or similar warranties contained therein.

“DPA” means Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. §4565), and all rules and regulations thereunder, including those codified in 31 C.F.R. Parts 800 and 802.

“Easement Assignments” means, collectively, the easement assignment agreement for the transfer of all Easements, in recordable form, on a county-by-county basis, in the form of Exhibit J.

“Easements” means all servitudes, easements, crossing agreements (including railroad, highway, and pipeline crossings and rights of way), rights of way, leases and licenses for rights of way, and similar use and access rights related to, or used by or in connection with, the Transferred Assets (and all such rights specified as Transferred Assets).

“Electric Transmission Service and Interconnection Plan” means the electric transmission service and interconnection plan attached hereto as Exhibit G.

“Employee Plan” means, (a) each “employee benefit plan” (as defined in Section 3(3) of ERISA, whether or not such plan is subject to ERISA) and (b) each other agreement, plan, program, policy, Contract or arrangement (whether written or unwritten) providing compensation, benefits, bonus, incentive, stock option, stock purchase, restricted stock, stock appreciation right, phantom equity or other equity-based compensation, profit sharing, deferred compensation,

retention, transaction, stay, change in control, severance, termination, pension, retiree medical, life, health, accident, medical, dental, vision, cafeteria, insurance, flex spending, adoption/dependent/employee assistance, tuition, retirement, supplemental retirement, death benefit, sick pay, disability, excess benefit, profit sharing, vacation, fringe or other similar compensation or benefit plan, program, policy, agreement, arrangement or Contract (including each employment or individual independent contractor agreement), whether or not subject to ERISA, maintained, contributed to or sponsored by the Seller or any of its Affiliates, in which any Business Service Provider (or the dependent or beneficiary thereof) participates or otherwise providing compensation or benefits to any Business Service Provider (or the dependent or beneficiary thereof), in each case other than any agreement, plan, program, policy, Contract or arrangement maintained by a Governmental Entity.

“Environmental Claim” means any Action, Order or written notice by any Person alleging potential Liability (including potential Liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) to the extent arising out of, based on or resulting from (a) the presence, or Release or threatened Release, of, or exposure to, any Hazardous Materials at any location, whether or not owned or operated by the Seller or any of its Subsidiaries, (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law or (c) the Release or threatened Release of or exposure to pollutants or resources regulated under any Environmental Law.

“Environmental Law” means any Law, Order or contractual obligation relating to pollution, protection of the environment, natural resources, or human health and safety, including all those relating to the presence, use, exposure to, production, generation, handling, transportation, treatment, storage, disposal, recycling, generation, distribution, labeling, testing, processing, discharge, Release, threatened Release, control or cleanup of any Hazardous Materials.

“Equity Interests” means, with respect to any Person other than a natural person, (a) any capital stock, partnership, limited liability company interest or membership interest, unit of participation or other similar interest (however designated) in such Person, and (b) any option, warrant, purchase right, conversion right, exchange right or other contractual obligation which would entitle any other Person to acquire any such interest in such Person or otherwise entitle any other Person to share in the equity, profits, earnings, losses or gains of such Person (including any interest, the value of which is in any way based on, linked to or derived from any interest described in clause (a), including equity appreciation, phantom stock, profit participation or other similar rights).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Closing Assets Value” means the positive or negative estimated value of Closing Assets set forth in the Estimated Closing Statement minus the Closing Asset Adjustment Amount (which may be a positive or negative amount).

“Estimated Purchase Price” means the sum of (i) the Base Purchase Price, plus (ii) the Estimated Closing Assets Value, minus (iii) the Assumed PTO, plus (iv) any severance or other termination related payments or obligations due to any Business Employees arising in connection

with the first sentence of Section ‎6.1(e), plus (v) solely to the extent the Chehalis Overhaul has occurred prior to the Closing, the Chehalis Overhaul Adjustment Amount.

“Excluded Employee Liabilities” means, other than the Assumed PTO, all employment, labor, compensation, pension, employee welfare and employee benefits related Liabilities, commitments and claims relating to (i) each employee or individual service provider of the Seller, other than the Transferred Employees, that arise at any time, (ii) each Transferred Employee (including any dependent or beneficiary of any such Transferred Employee) to the extent arising before the Closing, (iii) except to the extent assumed by the Buyer pursuant to Section ‎6.1(j), Employee Plans, (iv) any Controlled Group Liabilities or (v) any severance or other termination related payments or obligations due to any Business Employees arising in connection with the first sentence of Section ‎6.1(e) (other than, for the avoidance of doubt, any severance or other termination related payments or obligations due to any Business Employees arising from the failure of the Buyer to make an offer of employment in accordance with Section 6.1).

“FERC” means the Federal Energy Regulatory Commission, and any successor thereto.

“Final Closing Assets” means the amount of the Closing Assets (i) if the Seller accepts the Post-Closing Adjustment Statement or no Dispute Notice is delivered by the Seller within the period provided in Section ‎2.6(b), as shown in the Post-Closing Adjustment Statement as prepared by the Buyer, or (ii) if such a Dispute Notice is delivered by the Seller, either (a) as agreed to by the Seller and the Buyer pursuant to Section ‎2.6(c), or (b) as shown in the Review Accountant’s calculation thereof delivered in the Review Accountant’s written report pursuant to Section ‎2.6(d).

“Final Determination” means the date on which the value of a Non‑Finalized Regulatory Asset has been finally determined by the WUTC or on appeal by any applicable Governmental Entity in an RA Regulatory Proceeding and such determination is no longer subject to further rehearing, reconsideration or appeal (or the time for any such rehearing, reconsideration or appeal has expired without any such filing).

“Final Closing Assets Value” means the value of Final Closing Assets minus the Closing Asset Adjustment Amount (which may be a positive or negative amount).

“Final Purchase Price” means the sum of (i) the Base Purchase Price, plus (ii) the Final Closing Assets Value, minus (iii) the Assumed PTO, plus (iv) any severance or other termination related payments or obligations due to any Business Employees arising in connection with the first sentence of Section ‎6.1(e), plus (v) solely to the extent the Chehalis Overhaul has occurred prior to the Closing, the Chehalis Overhaul Adjustment Amount.

“Financing Information” means (i) the financial statements and other information necessary to satisfy the conditions set forth in paragraph 3 of Exhibit C of the Debt Commitment Letter and (ii) such other financial information or other pertinent information regarding the Business and the Transferred Assets as may be reasonably requested by the Buyer in connection with any Available Financing, including any such information that is used by the Buyer or any of its Affiliates in any lender and investor presentations, rating agency presentations, bank

information memoranda, bank books, confidential information memoranda, offering memoranda, marketing materials and other similar documents. For the avoidance of doubt, the Seller shall not be required to prepare or provide any pro forma financial information (including Regulation S‑X compliant pro formas), any “description of notes” or other offering document text, projections, risk factors or other forward‑looking statements.

“Financing Source Protective Provisions” means the provisions set forth in Sections 11.3, 11.4, 11.6, 11.11 and 11.19, in each case, as such provisions relate to the Debt Financing and the Financing Sources.

“Financing Sources” means, collectively, each Person (other than the Buyer and its Affiliates) that has committed to provide or arrange or otherwise entered into agreements to provide all or any part of the Debt Financing, the Permanent Financing (as defined in the Debt Commitment Letter as in effect on the date hereof) or any Alternate Financing or to purchase securities from or place securities or arrange or provide loans for Buyer in connection with the Debt Financing, Permanent Financing or Alternate Financing, or any replacement thereof (including each Person party to the Debt Commitment Letter, to any joinder agreements, credit agreements, underwriting agreements, purchase agreements, indentures or other definitive documentation relating thereto (the “Debt Financing Definitive Agreements”, but excluding, for the avoidance of doubt, Buyer and its Affiliates), in each case, together with each Affiliate thereof and each officer, director, employee, partner, controlling person, advisor, attorney, agent and representative of each such Person or Affiliate and their respective successors and assigns.

“FPA” means the Federal Power Act, 16 U.S.C. §§ 791a, et seq., as amended, and the implementing regulations of FERC thereunder.

“Fraud” means common law fraud under Delaware law committed by a Party with respect to the making of any representation or warranty contained in this Agreement or in any certificate required to be delivered hereunder, whereby such representation was made by a Party to this Agreement with the actual and affirmative intent (and not constructive intent, negligence or recklessness) to deceive another Party to this Agreement and requires (a) false representation of fact made, (b) actual knowledge (as opposed to imputed or constructive knowledge or knowledge that could have been obtained after inquiry) that such representation is false, (c) an intention to induce the Party to whom such representation is made to act or refrain from acting in reliance upon it, (d) the Party to whom such representation is made, in justifiable reliance upon such false representation, taking or refraining from taking action, and (e) causing the Party to whom such representation is made to suffer damages by reason of such reliance. For the avoidance of doubt, “Fraud” does not include imputed or constructive fraud (including any claim involving imputed or constructive knowledge, as opposed to actual knowledge), vicarious liability fraud, equitable fraud, promissory fraud, unfair dealings fraud, unjust enrichment or any torts (including fraud) or other claims based on negligence or recklessness, or any other equitable claim.

“Fund” means any Person (other than a natural person) or other collective investment scheme, pension fund, insurance company, fund, separate managed account or similar entity (including, in each case, any alternative investment vehicle, co-investment vehicle, parallel fund or feeder fund thereof or related thereto), in each case, that is primarily engaged in the business of investing third party capital by a fund manager or a fund advisor or, in the case of a

sovereign wealth fund, pension fund or insurance company, capital by a fund manager or a fund advisor. For purposes of this definition, fund manager and fund advisor have the meanings as are commonly understood in the private investment industry.

“Fundamental Seller Representations” means the representations and warranties set forth in Section ‎3.1 (Organization and Qualification; Capitalization; Subsidiaries), Section ‎3.2 (Authority Relative to the Transaction Agreements), clause (A) in the second sentence of Section ‎3.3 (Consents and Approvals; No Violations), Section ‎3.17 (Brokers) and Section ‎3.19 (Sufficiency).

“GAAP” means generally accepted accounting principles in the U.S., as in effect from time to time, consistently applied by the Seller and the Business.

“Good Utility Practice” means (i) any of the practices, methods and acts engaged in or approved by a significant portion of the electric generating, transmission or distribution industries, as applicable, during the relevant time period or (ii) any of the practices, methods or acts that would reasonably have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition; provided, that Good Utility Practice is not intended to be limited to optimum practices, methods or acts to the exclusion of all others but rather to be acceptable practices, methods or acts generally accepted in the geographic location of the performance of such practice, method or act.

“Governmental Entity” means any United States or foreign national, multinational, federal, state, territorial, provincial, municipal, local or other government or governmental entity, quasi-governmental entity, court, tribunal, legislature, executive, official, governmental bureau, board, commission, department, regulator, judicial or arbitral body or any regulatory, administrative or self-regulatory or other agency, or any political or other subdivision, department or branch of any of the foregoing, including FERC, NERC, WUTC, OPUC, CPUC, IPUC, UPSC, WPSC, the California Independent System Operator (“CAISO”) and any other governmental or quasi-governmental body administering, regulating or having general oversight over gas and power markets.

“Hazardous Materials” means any chemicals, pollutants, contaminants, wastes, substances or materials that are regulated under, or which may give rise to Liability pursuant to, Environmental Law because of their hazardous, toxic or dangerous properties or characteristics, including petroleum and petroleum products, asbestos or asbestos-containing materials, per- and polyfluoroalkyl substances, polychlorinated biphenyls, lead or lead-based paints, radioactive materials, or radon.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Intellectual Property Rights” means all intellectual property rights and related priority rights, whether protected, created or arising under the Laws of the United States or any other jurisdiction or under any international convention, and whether registered or unregistered, including all rights in and to: (a) Patents, (b) Marks, (c) copyrights, copyrightable works and analogous rights in works of authorship including moral rights (“Copyrights”), (d) trade secrets

and other rights for the protection of confidential, proprietary, or non-public information (“Trade Secrets”), (e) intellectual property rights in software, computer systems, data, databases and Technology, (f) registrations, applications, renewals, extensions and reversions of any of the foregoing, (g) all past, present and future claims and causes of Action arising out of or related to infringement, misappropriation, dilution or other violation of any of the foregoing, and the right to sue or otherwise recover therefor (and to collect and retain damages or other amounts recovered), and all proceeds, including licensing fees, royalties, income, damages, and other payments now or hereafter due and/or payable with respect to any of the foregoing, (h) all other rights, including rights of priority, accruing thereunder or pertaining thereto throughout the world, and (i) all physical or tangible embodiments of the foregoing.

“Investor” means, with respect to the Buyer, any Fund or other Person (other than Buyer Parent, and if formed, its new holding company, or any of their respective Subsidiaries) that directly or indirectly acquires Equity Interests in Buyer Parent (and if formed, its new holding company), Buyer and any of their Subsidiaries for the purpose of directly or indirectly owning or operating the Business.

“Joint Ownership and Operating Agreement(s)” means the Joint Ownership and Operating Agreement(s) to be executed and delivered by the Buyer and the Seller at the Closing in accordance with the Electric Transmission Service and Interconnection Plan.

“Knowledge of the Buyer” means the actual knowledge of any of the individuals set forth on Schedule A hereto or the knowledge that such Persons would reasonably be expected to have after a reasonable investigation into the relevant matter or issue within his or her area of responsibility, including inquiries of direct reports.

“Knowledge of the Seller” means the actual knowledge of any of the individuals set forth on Schedule B hereto or the knowledge that such Persons would reasonably be expected to have after a reasonable investigation into the relevant matter or issue within his or her area of responsibility, including inquiries of direct reports.

“Law” means any foreign or domestic, national, multinational, federal, provincial, territorial, state or local law (including common law), statute, treaty, regulation, ordinance, rule, convention code, Order, or Permit, or any similar form of decision or approval of, or determination by, or any binding interpretation or administration of any of the foregoing, by, issued, enacted, adopted, promulgated, implemented or otherwise put in effect by, or under the authority of, any Governmental Entity.

“Lease Assignments” means the Lease Assignment Agreements, for each of the Leases, between the Seller, on the one hand, and the Buyer, on the other hand, to be entered into at the Closing in substantially the form attached hereto as Exhibit A.

“Leased Real Property” means the real property leased or subleased by the Seller, in each case, as tenant, together with, to the extent leased or subleased by the Seller, all buildings and other structures, facilities or improvements located thereon.

“Leases” means any leases pertaining to the Leased Real Property that constitutes Transferred Assets.

“Liability” means any cost, claim, demand, judgment, cause of action or other loss (including loss of benefit or relief), guaranty, fine, expense, debt, guarantee, commitment, obligation, deficiency, interest, Tax, penalty, or other liability of any kind (whether direct or indirect, absolute or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, choate or inchoate, liquidated or unliquidated, or due or to become due and whether in contract, tort, strict liability, by statute or regulation or otherwise arising under applicable Law, including any fines or penalties which may be levied under applicable Law, or otherwise).

“Licenses” means, whether actual or contingent, all grants of licenses or other use rights under or to Technology or Intellectual Property Rights (including where granted pursuant to or as a result of any SSO Commitments).

“Liens” means all liens, mortgages, deeds of trust, encumbrances, hypothecations, pledges, charges, security interests, title retentions (or leases in the nature thereof), easements, claims, adverse ownership interests, licenses, sublicenses, rights of first offer, rights of first refusal or other similar rights or restrictions on transfer of any kind or nature whatsoever (in each case, other than any non-exclusive Licenses of or with respect to Intellectual Property Rights or Technology granted in the ordinary course of business or those created under applicable securities Laws).

“Losses” means all losses, Liabilities, costs, expenses (including the costs and expenses of any and all actions, suits, proceedings, assessments, judgments, settlements, and compromises relating thereto, reasonable and documented out-of-pocket attorneys’ fees, reasonable disbursements, interest, penalties and all reasonable and documented and out-of-pocket expenses incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim or Order in connection therewith), settlement payments, awards, judgments, fines, penalties, damages, deficiencies, interest, Taxes, or other charges of any kind; provided, that Losses shall not include punitive damages, except to the extent payable to a third party.

“Marks” means trademarks, service marks, trade dress, fictional business names, corporate names, trade names, logos, slogans, Internet domain names, social or mobile media identifiers and other indicators of source or origin, together with all goodwill associated with any of the foregoing.

“Material Adverse Effect” means an event, development, circumstance, fact, condition, change or effect (each, an “Effect”) that, individually or when taken together with all other Effects, (a) has or would reasonably be expected to prevent, materially impede or materially delay the ability of the Seller to perform its obligations under the Transaction Agreements or to consummate the transactions contemplated hereby and thereby or (b) is, or is reasonably likely to be or become, materially adverse to the condition (financial or otherwise), performance or results of operations of the Business (including the Transferred Assets and Assumed Liabilities), taken as a whole, provided, however, that in the case of this clause (b), none of the following Effects shall be deemed to constitute, nor shall be taken into account in determining whether there has been or will be, a “Material Adverse Effect”: (i) any adverse change in global or national economic, monetary, or financial conditions, including changes in prevailing interest rates, exchange rates, credit markets, or financial market conditions, (ii) any adverse change in conditions generally

affecting the industries in which the Business operates, (iii) any adverse change in global or national political conditions, including any hostilities, acts of war (whether or not declared), sabotage, terrorism, military actions, cyber-attacks or malware attacks or any escalation or worsening of any such hostilities, act of war, sabotage, terrorism, military actions, cyber-attacks or malware attacks, (iv) any adverse change arising from the occurrence of any natural or manmade disasters, act of God or other calamity or force majeure events, including any embargo, pandemic, natural disaster, fire, flood, hurricane, tornado or other weather event, (v) any adverse change resulting from changes in applicable Law or the interpretation thereof after the date of this Agreement or changes in GAAP or the interpretation thereof after the date of this Agreement or any other change or effect arising out of or relating to any Action before a Governmental Entity (including any action required by any WUTC, OPUC, CPUC, IPUC, UPSC or WPSC order), (vi) any adverse change resulting from any failure by the Business to meet any internal or other projections or forecasts or estimates of revenue or earnings or other results of operations or financial performance for any period (it being understood that the underlying facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Material Adverse Effect may be taken into account in determining whether there is or has been a Material Adverse Effect), (vii) any adverse change related to the execution, announcement, pendency or consummation of this Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby or the identity of the Buyer or any of its Affiliates, including any termination of, reduction in or other negative impact on relationships or dealings, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Business (it being understood that this clause (vii) shall not apply with respect to the representations and warranties (in whole or in relevant part) made by the Seller in this Agreement, the purpose of which is to address the consequences resulting from, relating to or arising out of the execution, announcement or pendency of this Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby, or any conditions to Closing relating to such representations and warranties); (viii) actions required under this Agreement to obtain any consents, registrations, approvals, clearances, waivers, registrations, confirmations, permits, approvals or authorizations under applicable Laws for the consummation of the transactions contemplated hereby or by the Ancillary Agreements, (ix) (A) any action expressly required to be taken by this Agreement or (B) any failure to act to the extent such action is expressly prohibited by this Agreement or (x) any actions taken (or omitted to be taken) at the request of the Buyer; provided, however, that, in the case of clauses (i) through (v), the Effect set forth therein does not disproportionately adversely affect the Business, taken as a whole, as compared to other Persons or businesses that operate in the same industries or in the Northwest United States in which the Business operates (in which case only the incremental disproportionate adverse effect may be taken into account in determining whether a Material Adverse Effect has occurred).

“Material Regulatory Proceeding” means (a) any Regulatory Proceeding or any settlement or stipulation in respect of any Regulatory Proceeding that (i) is not in the ordinary course of business of Seller with respect to the ownership or operation of the Business in the State of Washington, if such Regulatory Proceeding is or would be material to the Business (including the Transferred Assets and Assumed Liabilities), taken as a whole, or (ii) is related to the transactions contemplated by this Agreement, the Ancillary Agreements, and the Electric Transmission Service and Interconnection Plan, (b) any Regulatory Proceeding or any settlement or stipulation in respect of any Regulatory Proceeding that, is not otherwise covered by clause (a) or clause (c) hereof and such Regulatory Proceedings would or would reasonably be expected to

either (i) prevent or prohibit or impede or interfere with or materially delay or otherwise adversely affect the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements, and the Electric Transmission Service and Interconnection Plan, or (ii) have a materially adverse impact on the financial condition, assets, liabilities, business or operations of the Business (including the Transferred Assets and Assumed Liabilities), taken as a whole or (c) any Regulatory Proceeding or any settlement or stipulation in respect of any Regulatory Proceeding set forth on Schedule 1.1-MRP.

“Material Transferred Real Property” means the Transferred Assets described on Schedule 1.1-TRP.

“Material Wildfire Casualty Event” means any wildfire, brush fire, forest fire or related ignition event (including any re-ignition or flare-up thereof), whether naturally occurring or human-caused (including as a result of utility infrastructure, equipment, or operations), together with any environmental impact thereof, that in the aggregate has had or would be reasonably expected to have an aggregate Liability (excluding any Excluded Liabilities or other amounts satisfied by the Seller or its Affiliates prior to the Closing) from and after the Closing to the Business (taking into account the Transferred Assets and the Assumed Liabilities), taken as a whole, after giving effect to the completion of the transactions contemplated by this Agreement and the Ancillary Agreements, of greater than thirty five million dollars ($35,000,000) in excess of the insurance coverage applicable to such Liabilities that is available to the Buyer from and after the Closing (including pursuant to Section ‎5.14) and after taking into account any deductibles or other applicable fees and expenses (including any lost profits and costs to rebuild any affected but unrepaired portions of the Transferred Assets to the extent not covered by available insurance coverage).

“Multistate Protocol” means the Seller’s allocation methodology to determine how costs are shared among customers in different states in which the Seller operates.

“NERC” means the North American Electric Reliability Corporation, or any successor thereto, and any of its regional entities.

“Non‑Finalized Regulatory Assets” means the Regulatory Assets listed and expressly designated or referred to as Non-Finalized Regulatory Assets on Schedule 1.1-RA and whose value is, as of the Cutoff Time, pending final determination by the WUTC and remains potentially subject to adjustment in an RA Regulatory Proceeding.

“Open Source Software” means any software that is subject to the terms of any license agreement that meets the definition of “Open Source” promulgated by the Open Source Initiative, available online at http://www.opensource.org/osd.html (any such license, an “Open Source License”).

“Order” means any order, judgment, decision, writ, injunction, ruling, settlement agreement, verdict, directive or arbitration award or decree, in each case, entered, issued, made or rendered by or of, agreement with, or other pronouncement of any Governmental Entity.

“Organizational Document” means any of the following, as applicable: (i) the articles or certificate of incorporation and the bylaws of a corporation; (ii) the partnership

agreement and any statement of partnership of a general partnership; (iii) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (iv) the limited liability company agreement or operating agreement and the certificate of formation of a limited liability company; and (v) the charter, memorandum and articles of association, bylaws or other similar document adopted, filed or entered into in connection with the creation, formation, governance or organization of a Person, in each case, as amended, modified or supplemented from time to time in accordance with the terms thereof.

“Owned Real Property” means all real property owned by the Seller, together with all buildings, fixtures and other structures, facilities or improvements located thereon.

“Patents” means patents, patent disclosures, invention disclosures and inventions (regardless of whether patentable and regardless of whether reduced to practice), and patent applications, including all continuations, divisionals, continuations-in-part, and provisionals and patents issuing on any of the foregoing, and all reissues, reexaminations, substitutions, renewals and extensions of any of the foregoing.

“Permits” means all licenses, permits, franchises (including franchise agreements or ordinances), approvals, clearances, registrations, exemptions, authorizations, carbon or emission allowances, consents of or issued by, or notices to or filings with, any Governmental Entity.

“Permitted Liens” means the following Liens: (i) statutory Liens for Taxes, assessments or other governmental charges or levies that are not yet due or delinquent (or which may be paid without interest and penalties), or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (ii) statutory Liens of landlords, lessors or renters for amounts not yet due or delinquent or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (iii) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of the Business, or the validity or amount of which is being contested in good faith by appropriate proceedings, or pledges, deposits or other liens securing the performance of bids, trade contracts, leases or statutory obligations (including workers’ compensation, unemployment insurance or other social security legislation); (iv) zoning, entitlement, conservation restriction and other land use and environmental regulations promulgated by Governmental Entities that do not, individually or in the aggregate, materially interfere with the Seller’s present use, operation or occupancy of the Business and the Transferred Assets, (v) any right, interest, lien, title or other Lien of a lessor or sublessor under any lease or similar agreement or in the property being leased; (vi) all exceptions, restrictions, charges, imperfections of title, easements, rights of way, restrictive covenants, encroachments and similar non-monetary encumbrances or impediments of record that do not, individually or in the aggregate, materially interfere with the Seller’s present use, operation or occupancy of the real property in the Business, taken as a whole; (vii) applicable zoning Laws, building codes, land use restrictions, conservation and environmental restrictions and other similar restrictions imposed by Law that do not, individually or in the aggregate, materially interfere with the Seller’s present use, operation or occupancy of the Business and the Transferred Assets; (viii) all exceptions, restrictions, easements, imperfections of title, charges, rights-of-way and other Liens that do not, individually

or in the aggregate, materially interfere with the Seller’s present use, operation or occupancy of the Business and the Transferred Assets; and (ix) Liens which will be released in connection with Closing.

“Person” means an individual, partnership (general or limited), corporation, limited liability company, joint venture, association or other form of business organization (whether or not regarded as a legal entity under applicable Law), trust or other entity or organization, including a Governmental Entity.

“Personal Data” means information or data, in any form, that is capable, directly or indirectly, alone or in combination with any other information or data, of being associated with, related to or linked to, or used to identify, describe, contact or locate, a natural Person or household or device, and/or is defined as “personal data,” “personal information,” “personally identifiable information,” or any similar term by any applicable Laws.

“Power Purchase Agreement” means the power purchase agreement to be executed and delivered by the Buyer and the Seller at the Closing containing the terms and conditions set forth in the Power Purchase Agreement Term Sheet.

“Power Purchase Agreement Term Sheet” means the power purchase agreement term sheet attached as Exhibit F.

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending at the close of business on (and including) the Closing Date.

“Privacy Laws” means all Laws, rules, guidance, guidelines or standards, in each case as amended, consolidated, re-enacted or replaced from time to time, relating to the privacy, security, or Processing of Personal Data, data breach notification, website and mobile application privacy policies and practices, Processing and security of payment card information (including the Payment Card Industry Data Security Standard and other applicable card association rules), and email, text message, or telephone communications, wiretapping and other forms of electronic communication recording or monitoring the tracking or monitoring of online activity, data- or web-scraping, advertising or marketing, and email, text message, or telephone communications.

“Privacy Obligations” means applicable: (i) Privacy Laws; (ii) policies, notices, and/or statements related to privacy, security or the Processing of Personal Data (each, a “Privacy Policy”); and (iii) contractual commitments related to privacy, security, or the Processing of Personal Data.

“Process”, “Processed” or “Processing” means any operation or set of operations which is performed on Personal Data, such as the use, collection, processing, storage, recording, organization, adaptation, alteration, transfer, retrieval, consultation, deletion, retention, disclosure, dissemination or combination of such Personal Data, or is considered processing by any applicable Laws.

“RA Regulatory Proceeding” means any proceeding before a Governmental Entity with jurisdiction to determine, approve, disallow, adjust, or otherwise affect the valuation,

recovery, amortization, or carrying costs of any Non-Finalized Regulatory Asset, including any associated rehearing, reconsideration, appeal or other review.

“Regulatory Asset Payment Amount” means, for any Non‑Finalized Regulatory Asset, an amount in cash equal to the value of such asset as set forth in the Final Determination (as determined in accordance with the Accounting Principles and subject to any discounting applicable to the value of such Non-Finalized Regulatory Asset set forth on Exhibit C).

“Regulatory Assets” means those assets of the types set forth on ‎Schedule 1.1-RA which are (i) specifically listed or described on Schedule ‎2.1(a) of the Disclosure Schedules, (ii) power distribution assets located within the State of Washington that are not Excluded Assets or (iii) otherwise exclusively related to or exclusively used or exclusively held for use in the operation or conduct of the Business.

“Regulatory Gain” means the amount attributable to the goodwill value of the Business determined reasonably and in good faith by the Seller generally equal to (i) the Final Purchase Price, plus (ii) the net book value of the Assumed Liabilities as reflected in the books and records of the Seller at the Closing, minus (iii) the net book value of the Transferred Assets as reflected in the books and records of the Seller at the Closing, minus (iv) the Seller’s fees, accounting costs and expenses associated with the transactions contemplated by this Agreement, and adjusted for (v) the Tax effect of permanent book/Tax differences.

“Regulatory Proceeding” means any Action (including any rate case) by or before a Governmental Entity.

“Related Party” means each Affiliate of the Seller.

“Release” means any release, spill, emission, leaking, pumping, depositing, pouring, placing, discarding, abandoning, emptying, migrating, seeping, escaping, leaching, dumping, injection, disposal or discharge of any Hazardous Material into or through the environment (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Materials) and any condition that results in the exposure of a person to Hazardous Materials.

“Representatives” means, with respect to any Person, each Person that is (i) a Subsidiary or other Affiliate of such Person, (ii) an officer, director, manager, principal, employee, counsel, auditor, partner, member, attorney, advisor, consultant, accountant, banker or agent of such Person, or (iii) current or prospective direct or indirect financing sources of such Person (including for the avoidance of doubt, any Investor or Financing Source) and, in the case of clauses (ii) and (iii) hereof, any representative of such Person or any of such Person’s Affiliates.

“Required Regulatory Approvals” means all consents, approvals, clearances, authorizations, registrations, exemptions, notices, and the expiration or termination of any applicable waiting periods and any extensions thereof (as applicable) that are required from any Governmental Entity for (i) the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby under the HSR Act, the Federal Power Act from the FERC, the Washington Utilities and Transportation Commission (“WUTC”), the Public Utility Commission of Oregon (“OPUC”)

(including the Buyer’s purchase of the Transferred Assets and any other Buyer approvals required (including any approvals required with respect to any Investor or Financing Source or for the Buyer’s creation of a Washington Subsidiary) (“Asset Purchase Approval”)), excluding, for the avoidance of doubt, approval of the Buyer’s parent company’s holding company structure (“Holdco Approval”), the Idaho Public Utilities Commission (“IPUC”), the Public Service Commission of Utah (“UPSC”), the Public Utilities Commission of the State of California (“CPUC”) and the Public Service Commission of Wyoming (“WPSC”), (ii) a waiver from the FERC with respect to the bidding and posting obligations under the FERC’s regulations with regard to (a) the Chehalis gas transport agreement, contract #130983 Transportation Agreement between Northwest Pipeline and Chehalis Power Generating Limited Partnership as amended and (b) Chehalis gas transport agreement, contract #129875 Transportation Agreement between Northwest Pipeline and Chehalis Power Generating Limited Partnership as amended, (iii) the transfer of, assignment to, reissuance or issuance in the name of, the Buyer, of the Business Permits set forth on Schedule 1.1‑SBPTA (the “Specified Business Permit Transfer Approvals”) and (iv) all regulatory approvals listed on Schedule 1.1-RRA. For the avoidance of doubt, the Required Regulatory Approvals shall not include the Holdco Approval or any consents or approvals with respect to CFIUS, and the receipt of the Holdco Approval or any approvals or consents with respect to CFIUS shall not be a condition to the Closing.

“Sanctioned Country” means, at any time, a country or territory that is itself the target of comprehensive Sanctions (currently, Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the non-governmental controlled oblasts of Kherson and Zaporizhzhia, and, prior to July 1, 2025, Syria).

“Sanctioned Person” means any Person that is the subject or target of Sanctions or restrictions under Sanctions including: (a) any Person listed on any U.S. or non-U.S. sanctions- or export-related restricted party list, including the U.S. Department of the Treasury’s Office of Foreign Assets Control’s (“OFAC”) List of Specially Designated Nationals and Blocked Persons, any other OFAC, U.S. Department of Commerce Bureau of Industry and Security or U.S. Department of State sanctions- or export-related restricted party list; the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions maintained by the European Commission and/or the Consolidated List of Financial Sanctions Targets maintained by His Majesty’s Treasury in the United Kingdom; (b) any Person located, organized or ordinarily resident in a Sanctioned Country; (c) the government or any agency or instrumentality of the government of a Sanctioned Country or the Government of Venezuela; or (d) any Person that is, in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled, as applicable, by a Person or Persons described in clauses (a) through (c) or Persons acting for the benefit or on behalf of such Person or Persons.

“Sanctions” means all U.S. and non-U.S. economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (i) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (ii) the United Nations Security Council, the European Union, any European Union member state, the United Kingdom or any other relevant Sanctions authority with jurisdiction over the Parties.

“Security Incident” means any (a) accidental, unlawful or unauthorized access, use, loss, exfiltration, disclosure, alteration, destruction, encryption, compromise, or other Processing of Personal Data and/or confidential information or (b) occurrence that constitutes a “data breach,” “security breach,” “personal data breach,” “security incident,” “cybersecurity incident,” or any similar term under any applicable Law.

“Seller Burdensome Condition” means (a) the imposition of any condition or conditions to IPUC, UPSC, WPSC, WUTC, CPUC or OPUC (other than the Holdco Approval and the Asset Purchase Approval) approval of the transactions contemplated by this Agreement or the Ancillary Agreements that individually or in the aggregate are, would be, or would be reasonably likely to be or become, materially adverse to the condition (financial or otherwise), performance or results of operations of the Seller’s business, taken as a whole, after giving effect to the completion of the transactions contemplated by this Agreement, the Ancillary Agreements and the implementation of the Electric Transmission Service and Interconnection Plan, (b) any determination in a WUTC Order in any of the Seller’s decommissioning proceedings that would require financial concessions by the Seller that would exceed thirty million dollars ($30,000,000) in the aggregate, or (c) a negative outcome with respect to the property transfer proceedings and gain allocation pursuant to the Multistate Protocol filed with regulators in the States of California, Idaho, Oregon, Utah and Wyoming, if the aggregate impact of such negative outcomes is reasonably expected to exceed one hundred percent (100%) of the Regulatory Gain; provided that, if any of the orders resulting in the conditions set forth in subparts (b) or (c) above are modified prior to the valid termination of this Agreement such that such orders would not create a Seller Burdensome Condition, then such orders as modified shall not constitute a Seller Burdensome Condition.

“Seller Cash” means all Cash held by or on behalf of the Seller or any of its Affiliates.

“Seller Indebtedness” means any of the following indebtedness of Seller or its Affiliates (whether or not contingent and including, without limitation, any and all principal, accrued and unpaid interest, prepayment premiums or penalties, related expenses, commitment and other fees, sale or liquidity participation amounts, reimbursements, indemnities and other amounts which would be payable in connection therewith): (a) any obligations of Seller or its Affiliates for borrowed money or in respect of loans or advances (whether or not evidenced by bonds, debentures, notes, or other similar instruments or debt securities); (b) any obligations of Seller or its Affiliates as lessee under any lease or similar arrangement required to be recorded as a capital lease in accordance with GAAP (except to the extent related to a Transferred Asset); (c) all liabilities of Seller or its Affiliates under or in connection with letters of credit or bankers’ acceptances, performance bonds, sureties or similar obligations (except for the obligations of the Buyer under Section ‎5.25); (d) any obligations of Seller or its Affiliates to pay the deferred purchase price of property, goods or services (but, with respect to the Business, solely with respect to the period prior to the Closing); (e) all liabilities of Seller or its Affiliates arising from cash/book overdrafts; (f) all liabilities of Seller or its Affiliates under conditional sale or other title retention agreements; (g) all obligations of Seller or its Affiliates with respect to vendor advances or any other advances made to such person (but, with respect to the Business, solely with respect to the period prior to the Closing); (h) all liabilities of Seller or its Affiliates arising out of interest rate and currency swap arrangements and any other arrangements designed to provide protection

against fluctuations in interest or currency rates; (i) any unpaid obligations of Seller or its Affiliates with respect to refunds to customers of the Business for the period prior to the Closing; and (j) any liability or obligation of others guaranteed by, or secured by any Lien on the assets of, Seller or its Affiliates.

“Seller Legacy ADIT” means the accumulated deferred income tax reflected on the Seller’s books and records, regardless of whether or not associated with the Transferred Assets or Assumed Liabilities. For the avoidance of doubt, Seller Legacy ADIT shall not include Assumed EDIT.

“Seller Taxes” means (a) all income Taxes imposed by any applicable laws on the Seller, any of its direct or indirect owners or Affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (b) any Taxes imposed on, or with respect to the Transferred Assets or the Business attributable to a Pre-Closing Tax Period (determined in accordance with Section ‎7.4), (c) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets or that are attributable to any asset or business of the Seller or any of its direct or indirect owners or Affiliates that is not part of the Transferred Assets and (d) all Transfer Taxes. For the avoidance of doubt, Seller Taxes shall not include Assumed EDIT.

“Seller Transaction Expenses” means, without duplication, all fees, costs and expenses incurred by, or required to be paid by, the Seller or any of its Subsidiaries in connection with the negotiation, preparation, execution and consummation of this Agreement and the transactions contemplated hereby and by the Ancillary Agreements. For the avoidance of doubt, Seller Transaction Expenses shall exclude any fees, costs and expenses which are to be borne by the Buyer pursuant to the terms of this Agreement or any Ancillary Agreement.

“Service Area” means the Washington counties of Lewis, Yakima, Walla Walla, Columbia, Garfield and Benton.

“Shared Contract” means any Contract pursuant to which a third party that is not an Affiliate of the Seller receives services or benefits in respect of both (a) the Business and (b) the Seller’s retained businesses (other than the Business), which is otherwise necessary for the Buyer to conduct the Business in the manner conducted as of the date hereof and as of the Closing in all material respects that was not transferred to the Buyer and is not otherwise addressed or provided for under any Ancillary Agreement, specifically listed as an Excluded Asset under Section ‎2.1(c) (other than Section ‎2.1(c)(xvii)) or set forth on Section 3.18 of the Disclosure Schedule.

“SSO” means a standards body, standard-setting organization, or standards development organization.

“SSO Commitments” means the promises, declarations and other commitments concerning any Patent, granted or made by a Person (a) to any SSO, or (b) pursuant to the membership agreements, bylaws or policies of SSOs in which such Person or any of its Affiliates is or has been a participant.

“Straddle Period” means any Tax period beginning before or on and ending after the Closing Date.

“Subsidiary” means, with respect to any Person, any corporation, entity or other organization whether incorporated or unincorporated, of which (i) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (ii) such first Person is or controls the general partner or managing member or similar position of such corporation, entity or other organization.

“Tax” means any tax of any kind, including any U.S. federal, state, local or non-U.S. income, net income, gross income, corporation, profit, license, severance, occupation, windfall profits, escheat, environmental, unclaimed property, capital gains, capital stock, transfer, registration, social security, production, franchise, gross receipts, payroll, sales, employment, unemployment, disability, use, property, excise, value added, goods and services, estimated, stamp, alternative or add-on minimum, environmental or withholding tax, and including any duty, impost, levy, tariff or other similar governmental charge or fee in the nature of a tax together with all interest, penalties and additions imposed by a Governmental Entity with respect to such amounts.

“Tax Authority” means any Governmental Entity responsible for the administration, imposition or collection of any Tax.

“Tax Return” means any return, declaration, report, claim for refund or information return or statement filed or required to be filed with any Tax Authority relating to Taxes, including any attachment or schedule thereto and any amendment thereof.

“Technology” means all technology, techniques, processes, know-how, designs, design rules, inventions (whether or not patented or patentable), plans, discoveries, ideas, concepts, methods, specifications, communication protocols, algorithms, routines, logic information, register-transfer levels, netlists, verilog files, simulations, emulation and simulation reports, test vectors and procedures, protocols, works of authorship, mask works, software, files, information, documentation, data, technical databases, firmware, devices and hardware and other scientific or technical information or materials, in whatever form.

“Trade Laws” means (a) all applicable trade, export control, import, and antiboycott Laws and regulations imposed, administered, or enforced by the U.S. government, including the Arms Export Control Act (22 U.S.C. §1778), the International Emergency Economic Powers Act (50 U.S.C. §§1701–1706), Section 999 of the Internal Revenue Code, the U.S. customs Laws at Title 19 of the U.S. Code, the Export Control Reform Act of 2018 (50 U.S.C. §§4801-4861), the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130), the Export Administration Regulations (15 C.F.R. Parts 730-774), the U.S. customs regulations at 19 C.F.R. Chapter I, and the Foreign Trade Regulations (15 C.F.R. Part 30) and all regulations promulgated by the Office of Foreign Assets Control at 31 C.F.R. Part 500; (b) all applicable trade, export control, import, and antiboycott Laws imposed, administered or enforced by the European Union and its Member States and the United Kingdom; and (c) all applicable trade, export control, import, and antiboycott Laws and regulations imposed, administered or enforced by any other country in which the Seller conducts business, except to the extent inconsistent with (a) and (b).

“Transaction Agreements” means, collectively, this Agreement and the Ancillary Agreements.

“Transaction Information” means all information regarding the terms of this Agreement, the Ancillary Agreements (other than any such information disclosed in accordance with the requirements of Section ‎5.7) and the Electric Transmission Service and Interconnection Plan.

“Transfer Tax” means any sales, use, transfer, value added, goods and services, documentary, stamp, real property transfer or other similar Tax imposed on or payable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

“Transferred Books and Records” means the originals or copies (to the extent originals are not available or must be retained by the Seller or its Affiliates) of all books, records, Tax Returns, ledgers, general, financial and accounting records, environmental records, customer and supplier lists, customer billing and credit records, other distribution lists, Tax records (other than income Tax records of the Seller or its Affiliates), files, data, invoices, databases, disks, tapes, other media-storing data and files or other similar information, whether in hardcopy or computer format or other electronic format and whether stored in network facilities or otherwise, in each case, to the extent related to the Business, the Transferred Assets, the Transferred Employees or the Assumed Liabilities, in each case, in the form in which they exist as of the Closing Date, but excluding such items to the extent (i) they are Excluded Assets or Excluded Liabilities, (ii) information that the Seller determines with advice of counsel (including in-house counsel), would violate any applicable Law or Order, (iii) they are consolidated, combined, affiliated or unitary income Tax Returns of the Seller and its Subsidiaries, (iv) constituting files or records relating to any employees who are not Business Employees, or (v) constituting files or records relating to any Transferred Employee that cannot be shared under applicable Laws due to confidential treatment afforded under any applicable Laws, except to the extent the affected employee consents in writing to such disclosure to the Buyer.

“Transferred Employee” means each Business Employee who accepts an offer of employment from the Buyer or any of its Affiliates and commences such employment.

“Transition Services Agreement” means the Transition Services Agreement, between the Seller, on the one hand, and the Buyer, on the other hand, to be entered into as of the Closing, in substantially the form attached hereto as Exhibit B.

“United States” or “U.S.” means the United States of America.

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and the rules and regulations promulgated thereunder and any similar foreign, federal, state, or local Law.

“Willful Breach” means an act or failure to act by a Party which was actually known to constitute (or would reasonably be expected to result in, constitute or cause) a breach of this Agreement by the acting (or failing) Party at the time of the act (or failure). Notwithstanding anything to the contrary set forth in this Agreement, the failure to consummate the transactions

contemplated hereby on the date the Closing is required to occur in accordance with ‎‎‎Section ‎2.4(a) shall be deemed to constitute a Willful Breach.

Except as set forth in the disclosure schedules delivered to the Buyer concurrently with the execution of this Agreement (the “Disclosure Schedules”), the Seller represents and warrants to the Buyer as follows:

The Buyer represents and warrants to the Seller that:

provided, that none of the Seller or any of its Affiliates or its or their respective directors, officers, employees, agents or other representatives shall be required to (i) pay any commitment fee or other fee or expense in connection with the Available Financing for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of the Buyer under this Agreement, (ii) take any action which would result in the incurrence of any Liability with respect to matters relating to the Available Financing (other than with respect to customary management representation and customary authorization letters with respect to historical financial statements of the Business), (iii) provide (x) pro forma financial information, including Regulation S-X compliant pro forma financial information, pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information, (y) any description of all or any component of the Available Financing (including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”) or (z) projections, risk factors or other forward-looking statements relating to all or any component of the Available Financing (which items (x) through (z) shall be the sole responsibility of the Buyer), (iv) take any action that would be prohibited by any applicable Law or result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) by the Seller or its Affiliates under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Liens (other than Permitted Liens) in connection with any material agreement to which the Seller or its Affiliates is a party or by which the Seller or its Affiliates or their respective properties or assets is bound, (v) execute or enter into any certificate, instrument, agreement or other document in connection with the Available Financing that will be effective prior to the Closing or that is not contingent on the Closing (except for customary management representation and authorization letters), (vi) cooperate or take any other actions or efforts in connection with the Available Financing to the extent it would interfere unreasonably with the business or operations of the Seller or its Affiliates; (vii) adopt resolutions approving or otherwise approve the agreements, documents or instruments pursuant to which the Available Financing is made, or (vi) cooperate (and the Seller and its Affiliates shall not be required to take any action or permit the taking of any action) to the

extent that it would (A) require the Seller or its Affiliates to disclose information prohibited or restricted under applicable Law that is subject to any attorney-client, attorney work product or other legal privilege, (B) cause any covenant, representation or warranty in this Agreement to be breached by the Seller, (C) cause any condition to the Closing set forth in Article VIII to not be satisfied or otherwise cause any breach of this Agreement, (D) cause any officer or director of the Seller or its Affiliates to incur any personal liability with respect to any matters relating to the Available Financing or (E) cause any of the Seller or its Affiliates to violate any obligation of confidentiality (not created in contemplation hereof) binding on any of the Seller or its Affiliates. Nothing in this Agreement shall require, or be construed to require, the commencement, completion or maintenance of any “marketing period” (however defined) for any Available Financing or Alternate Financing. Upon the earlier of the Closing Date and the valid termination of this Agreement, the Buyer shall promptly reimburse the Seller for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred by the Seller or any of its Affiliates in connection with the cooperation of the Seller and its Affiliates under this Section ‎5.19(d). The Buyer shall indemnify and hold harmless each of the Seller and its Affiliates from and against any and all losses, damages, claims, reasonable and documented out-of-pocket costs or expenses (including reasonable and documented out-of-pocket attorneys’ expenses) and other liabilities suffered or incurred by any of them in connection with the cooperation provided by such Person under this Section ‎5.19(d), except to the extent arising from Fraud by the Seller or its Affiliates.

For purposes of this Section ‎5.19, the term “Debt Financing” shall also be deemed to include any Alternate Financing or any Permanent Financing or replacement debt financing arrangements permitted under Section 5.19(a) and the term “Debt Commitment Letter” shall also be deemed to include any commitment letter with respect to such Alternate Financing or such Permanent Financing or replacement debt financing. Notwithstanding anything to the contrary in this Agreement, the condition set forth in ‎‎Section ‎8.2(b), as it applies to the obligations of the Seller under this ‎‎Section ‎5.19, shall be deemed satisfied unless (i) the Seller has materially breached its obligations under this Section ‎5.19 and such breach (that goes uncured) has been the proximate cause of the failure of the Debt Financing not being obtained and (ii) the Buyer has notified the Seller of such breach in writing a reasonably sufficient amount of time prior to the Closing to afford the Seller with a reasonable opportunity to cure such breach. To the extent that, after giving effect to any reductions contemplated by this Section ‎5.19, no commitments remain outstanding under the Debt Commitment Letter, Buyer Parent may terminate the Debt Commitment Letter. The Buyer acknowledges and agrees that its obligations to consummate the Closing and the other transactions contemplated by this Agreement and the Ancillary Agreements are not conditioned or contingent upon receipt of the Debt Financing.

The Party seeking to terminate this Agreement pursuant to this ‎Section ‎9.1 (other than ‎Section ‎9.1(a)) shall give prompt written notice of such termination to the other Party.

provided, at the time of such termination, all of the conditions set forth in Section ‎8.1 (other than, in each case, with respect to (x) FERC, any Antitrust Laws, the Asset Purchase Approval or (y) any other Required Regulatory Approval to the extent that such condition(s) fail to be satisfied as a result of the imposition of a Buyer Burdensome Condition on the Buyer as set forth in clauses (b), (c) or (d) of the definition of Buyer Burdensome Condition) and Section ‎8.2 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, each of which is reasonably capable of being satisfied at the Closing); or

provided, that at the time of such termination, all of the conditions set forth in Section ‎8.1 (including the Holdco Approval and the Asset Purchase Approval, but other than, in each case, with respect to IPUC, UPSC, WPSC, WUTC or OPUC (other than the Holdco Approval and the Asset Purchase Approval)) and Section ‎8.3 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, each of which is reasonably capable of being satisfied at the Closing).

PacifiCorp
825 N.E. Multnomah Street

Portland, Oregon 97232

Attention: Karen Kruse

Email: Karen.Kruse@pacificorp.com

with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Attention: Andrew Kaplan; Christopher Lang

E-mail: akaplan@gibsondunn.com; clang@gibsondunn.com

Gem Sub LLC

121 SW Salmon Street

Portland, Oregon 97204

Attention: Angelica Espinosa

Email: angelica.espinosa@pgn.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP
811 Main Street

Suite 3700

Houston, Texas 77002

Attention: Ryan J. Maierson; Michael E. Sullivan
Email: Ryan.Maierson@lw.com; Michael.Sullivan@lw.com

Portland General Electric Company

121 SW Salmon Street

Portland, Oregon 97204

Attention: Angelica Espinosa

Email: angelica.espinosa@pgn.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP
811 Main Street

Suite 3700

Houston, Texas 77002

Attention: Ryan J. Maierson; Michael E. Sullivan

Email: Ryan.Maierson@lw.com; Michael.Sullivan@lw.com

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written.

PACIFICORP

By: /s/ Darin Carroll_______________
Name: Darin Carroll____________
Title: CEO, PacifiCorp

IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written.

GEM SUB LLC

By: /s/ Angelica Espinosa____________
Name: Angelica Espinosa____
Title: Authorized Person

PORTLAND GENERAL ELECTRIC COMPANY

By: /s/ Maria Pope__________________
Name: Maria Pope______________
Title: President and Chief Executive Officer