THIS INVESTMENT AGREEMENT (this Agreement), dated as of , 2021, is by and among (i) CASCADIA ACQUISITION CORP., a Delaware corporation (the SPAC), (ii) CASCADIA ACQUISITION SPONSOR LLC, a Delaware limited liability company (the Sponsor), and (iii) the investor(s) listed on the signature page(s) hereto (Investor). This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts and for the elimination of doubt such fund or account shall, severally and not jointly, be the Investor hereunder.
WHEREAS, in connection with the initial public offering (the IPO) of units of the SPAC, Investor, either directly or through an affiliated entity, has expressed an interest in acquiring up to  units in the IPO, which shall not exceed % of the total outstanding shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock), underlying the units (not including the over-allotment option) (the IPO Indication), at a price of $10.00 per unit.
WHEREAS, the parties wish to enter into this Agreement pursuant to which Investor will purchase from the Sponsor shares of Class B common stock, par value $0.0001 per share, of the SPAC (the Founder Shares) for the same value paid by the Sponsor, or approximately $0.006 per share.
NOW THEREFORE, the parties hereto hereby agree as follows:
Section 1. Sale and Purchase.
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In connection with the IPO Indication, and subject to the satisfaction of the conditions set forth in Section 1(b), the Sponsor hereby agrees to sell to Investor  Founder Shares (such shares, the Transferred Shares) for an aggregate purchase price of $ ($0.006 per share) (the Transfer Price) on the date of the closing of the IPO, and Investor hereby agrees to purchase the Transferred Shares (the Transfer). Concurrently with the Transfer, in consideration for the transfer of the Transferred Shares, Investor shall pay the Transfer Price to the Sponsor in immediately available funds. Such Transferred Shares shall be allocated to the Investor as set forth on the signature page(s).
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Subject to (i) the fulfillment by Investor of the IPO Indication (which shall be done by the Investor submitting to the IPO underwriters and maintaining through the closing date of the IPO, a firm order to purchase the IPO Indication and the acquisition of 100% of the units of the SPAC allocated to Investor by the underwriters in the IPO, which number of allocated units shall not be greater than % of the units offered in the IPO (exclusive of any units that may be issued pursuant to the underwriters over-allotment option)); and (ii) Investors payment of the Transfer Price as contemplated by Section 1(a) of this Agreement, the Transfer shall occur and be effective upon the closing of the IPO, automatically and without any action of any other party hereto.
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Notwithstanding anything to the contrary herein, both before and after the receipt of the Transferred Shares by the Investor, the number of Transferred Shares shall not be subject to cut-back, reduction, mandatory repurchase, redemption or forfeiture for any reason, including (i) transfer of the Founder Shares to any person, (ii) downsizing of the offering, (iii) failure of the underwriters to exercise their over-allotment option, (iv) concessions or earn-out triggers in connection with the negotiation of a Business Combination (as defined below), or (v) any other modification, without the Investors prior written consent.
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The obligations of Investor hereunder are subject to there being no material change in structure, terms and conditions in the capital structure the SPAC from that set forth in the Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission on August , 2021 (the Registration Statement)