Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.

Section 1.1 — "Action." "Action" means the civil action captioned Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872, filed in and pending before the Superior Court of the State of California, County of Los Angeles, including all claims, cross-claims, counterclaims, and motions filed therein.

Section 1.2 — "Cascade Released Parties." "Cascade Released Parties" means, collectively, Cascade Retail Holdings Inc. and each of its past, present, and future officers, directors, employees, agents, representatives, subsidiaries, affiliates, parent entities, successors, assigns, attorneys (including Calderwood & Harkness LLP and all individual attorneys who have appeared or provided services in connection with the

Section 1.3 — "Vantor Released Parties." "Vantor Released Parties" means, collectively, Vantor Holdings Corp. and each of its past, present, and future officers, directors, employees, agents, representatives, subsidiaries, affiliates, parent entities, successors, assigns, attorneys (including Kessler, Brandt & Whitfield LLP and all individual attorneys who have appeared or provided services in connection with the Act

Section 1.4 — "Effective Date." "Effective Date" means June 12, 2023, the date first written above.

Section 1.5 — "Released Claims." "Released Claims" means any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, obligations, liabilities, losses, costs, expenses, and attorneys' fees, of every kind and nature wha

Section 1.6 — "Settlement Amount." "Settlement Amount" means Fourteen Million Seven Hundred Fifty Thousand Dollars and No Cents ($14,750,000.00).

Section 1.7 — "Suppliers." "Suppliers" means, collectively: (a) Hemsworth Consumer Products LLC, an Oregon limited liability company with its principal place of business at 4720 NW Yeon Avenue, Portland, OR 97210; (b) Tridale Manufacturing Inc., a Nevada corporation with its principal place of business at 6300 South Pecos Road, Suite 210, Las Vegas, NV 89120; and (c) Orion Lifestyle Brands Corp., a California corpora

ARTICLE II — SETTLEMENT PAYMENT

Section 2.1 — Payment Amount. In consideration of the mutual covenants, releases, and agreements set forth in this Agreement, Cascade shall pay to Vantor the Settlement Amount of Fourteen Million Seven Hundred Fifty Thousand Dollars and No Cents ($14,750,000.00) in full and final satisfaction of all Released Claims. The Settlement Amount represents the total and complete consideration to be paid by Cascade or any of

Section 2.2 — Payment Method and Timing. The Settlement Amount shall be paid by Cascade to Vantor by wire transfer of immediately available funds in United States Dollars to a bank account designated by Vantor in writing. Vantor shall provide Cascade with complete and accurate wire transfer instructions, including the name of the receiving financial institution, ABA routing number, account number, account name, and a

Section 2.3 — Tax Treatment. The Parties make no representations or warranties regarding the tax characterization or tax treatment of the Settlement Amount under federal, state, local, or foreign tax law. Each Party shall be solely responsible for the payment of any and all taxes, including income taxes, penalties, and interest, owed by such Party in connection with the receipt or payment of the Settlement Amount. Va

Section 2.4 — Source of Funds. The Settlement Amount shall be funded from Cascade's operating funds and applicable insurance proceeds. Notwithstanding the foregoing, the source or sources from which Cascade funds the Settlement Amount shall not affect, diminish, or otherwise modify Cascade's obligation to make timely payment of the full Settlement Amount to Vantor in accordance with Section 2.2. In the event that any

ARTICLE III — NON-ADMISSION OF LIABILITY

Section 3.1 — No Admission by Cascade. This Agreement, the payment of the Settlement Amount, and the settlement of the Action shall not constitute, and shall not be construed as, an admission of liability, wrongdoing, fault, negligence, or any violation of any statute, regulation, or rule of law by Cascade or any of the Cascade Released Parties. Cascade specifically and expressly denies all allegations of liability,

Section 3.2 — No Admission by Vantor. This Agreement shall not constitute, and shall not be construed as, a concession, admission, or acknowledgment by Vantor that any of its claims asserted in the Action lacked merit, were frivolous, were brought in bad faith, or were otherwise deficient in any respect. The Parties acknowledge that Vantor is entering into this Agreement in the exercise of its reasonable business jud

Section 3.3 — Inadmissibility. This Agreement, including all of its terms and conditions, the negotiations and discussions leading to the execution of this Agreement, the Settlement Amount, and any statements, offers, or representations made by either Party or its counsel during the course of settlement negotiations shall be inadmissible in any judicial, arbitral, administrative, or other legal proceeding for any pur

Section 4.1 — Release by Vantor. Effective upon the Effective Date and conditioned upon Cascade's timely payment of the Settlement Amount in accordance with Article II, Vantor, on behalf of itself, its successors, assigns, and each of the Vantor Released Parties, hereby fully, finally, unconditionally, and irrevocably releases, acquits, and forever discharges Cascade and each of the Cascade Released Parties from any

Section 4.2 — Release by Cascade. Effective upon the Effective Date, Cascade, on behalf of itself, its successors, assigns, and each of the Cascade Released Parties, hereby fully, finally, unconditionally, and irrevocably releases, acquits, and forever discharges Vantor and each of the Vantor Released Parties from any and all Released Claims, including but not limited to: (a) Any claims for malicious prosecution aris

Section 4.3 — Waiver of California Civil Code Section 1542. Each Party acknowledges that it has been advised by its counsel regarding the provisions of Section 1542 of the California Civil Code. Each Party expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claims that the creditor or releasin

Section 4.4 — Scope of Release. The mutual releases set forth in this Article IV extend to all Released Claims, regardless of the legal or equitable theory upon which such claims are or could be based, including but not limited to claims based on contract (whether express, implied, or quasi-contractual), tort (whether intentional, negligent, or strict liability), statute, regulation, ordinance, or any other legal or

ARTICLE V — DISMISSAL OF ACTION

Section 5.1 — Stipulation of Dismissal. Within ten (10) business days following the Effective Date, the Parties shall execute, or shall cause their respective counsel of record to prepare, execute, and file with the Superior Court of the State of California, County of Los Angeles, a Joint Stipulation of Dismissal with Prejudice (the "Stipulation of Dismissal") in the Action (Case No. 21STCV-34872), dismissing with pr

Section 5.2 — Court Retention of Jurisdiction. The Stipulation of Dismissal filed pursuant to Section 5.1 shall expressly provide that the Superior Court of the State of California, County of Los Angeles, shall retain jurisdiction over the Parties and the subject matter of this Agreement for the purpose of enforcing the terms and provisions of this Agreement, including the settlement payment obligations set forth in

Section 6.1 — Confidential Terms. The Parties agree that the terms and conditions of this Agreement, including without limitation the Settlement Amount, the payment terms, the specific provisions of the mutual releases, and any information exchanged between the Parties during settlement negotiations, shall be and shall remain strictly confidential and shall not be disclosed, disseminated, published, or otherwise comm

Section 6.2 — Permitted Disclosures. Notwithstanding Section 6.1, the Parties may disclose the terms and conditions of this Agreement under the following circumstances: (a) To their respective attorneys, accountants, auditors, tax advisors, and financial advisors who have a reasonable need to know such information in connection with the provision of professional services to the disclosing Party, provided that such pe

Section 6.3 — Public Statements. In the event that either Party is asked about the resolution of the Action by any member of the press, media, industry analyst, business partner, supplier, customer, or any other person or entity, such Party may state only that "the matter has been resolved to the mutual satisfaction of the parties" and shall not disclose the Settlement Amount, any other financial terms, or any other

ARTICLE VII — NON-DISPARAGEMENT

Section 7.1 — Mutual Non-Disparagement. Each Party agrees that it shall not, and shall cause its officers, directors, and authorized spokespersons not to, directly or indirectly, make, publish, issue, or cause to be made, published, or issued any disparaging, derogatory, defamatory, or negative statements, comments, or remarks, whether written, oral, electronic, or in any other medium, about the other Party, its offi

Section 7.2 — Scope. Without limiting the generality of Section 7.1, the non-disparagement obligation set forth herein applies specifically to the following individuals in their capacities as officers, directors, or authorized representatives of the respective Parties: (a) On behalf of Vantor: Richard "Rick" Ellsworth (Founder and Chief Executive Officer), Patricia Sung (Chief Financial Officer), Thomas Brennecke (Ex

Section 7.3 — Exceptions. The non-disparagement obligations set forth in this Article VII shall not apply to: (a) Truthful testimony or statements compelled by a valid subpoena, court order, or other legal process in any judicial, arbitral, administrative, or regulatory proceeding; (b) Communications with governmental agencies, regulatory authorities, or law enforcement agencies, including any statements made in resp

ARTICLE VIII — NO INJUNCTIVE RELIEF; NO RESTRICTIONS ON FUTURE BUSINESS

Section 8.1 — No Injunctive Relief. This Agreement does not include, and shall not be construed to include, any form of injunctive, equitable, or declaratory relief of any kind or nature. Neither Party is enjoined, restrained, or otherwise restricted by this Agreement from engaging in any lawful business activity, and this Agreement shall not be interpreted as imposing any non-compete, non-solicitation, or similar re

Section 8.2 — No Restrictions on Cascade's Supplier Relationships. Nothing in this Agreement shall restrict, limit, impair, or otherwise affect Cascade's right to enter into, maintain, renew, extend, modify, or expand supply agreements, purchase agreements, distribution agreements, or any other commercial arrangements with any supplier, manufacturer, distributor, or vendor, including but not limited to Hemsworth Cons

Section 8.3 — No Restrictions on Vantor's Supplier Relationships. Nothing in this Agreement shall restrict, limit, impair, or otherwise affect Vantor's right to enter into, maintain, renew, extend, modify, or expand supply agreements, purchase agreements, distribution agreements, or any other commercial arrangements with any supplier, manufacturer, distributor, or vendor, including but not limited to the right to pur

ARTICLE IX — REPRESENTATIONS AND WARRANTIES

Section 9.1 — Authority. Each Party represents and warrants to the other Party that: (a) it is a corporation or other legal entity duly organized, validly existing, and in good standing under the laws of its state of incorporation or formation; (b) it has full corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby; (c) t

Section 9.2 — Signatory Authority. Each individual executing this Agreement on behalf of a Party represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such Party and that such execution and delivery will bind such Party to the terms and conditions set forth herein. For Cascade, this Agreement is executed by David Pruitt, in his capacity as General Counsel and Cor

Section 9.3 — No Assignment of Claims. Each Party represents and warrants that, as of the Effective Date, it has not assigned, transferred, conveyed, pledged, hypothecated, or otherwise disposed of any of the Released Claims, or any interest therein, to any third party, and that no other person or entity has any interest in any of the Released Claims by virtue of any assignment, transfer, subrogation, or other transa

Section 9.4 — Voluntary Execution. Each Party represents and warrants that it has entered into this Agreement voluntarily and of its own free will, after careful consideration and deliberation, and after consultation with its legal counsel. Each Party represents that it has not been coerced, intimidated, threatened, or unduly influenced by any person, entity, or circumstance in making its decision to enter into this

Section 9.5 — Understanding of Terms. Each Party represents and warrants that it has read this Agreement in its entirety, that it fully understands all of the terms, conditions, and provisions contained herein, including the significance and legal consequences of the mutual releases set forth in Article IV and the waiver of California Civil Code Section 1542 set forth in Section 4.3, and that it has had a full and ad

Section 10.1 — Indemnification by Vantor. Vantor agrees to indemnify, defend, and hold harmless the Cascade Released Parties from and against any and all claims, actions, suits, proceedings, demands, judgments, losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees and costs of litigation) arising out of or related to: (a) any breach by Vantor of any of its representations, warranties,

Section 10.2 — Indemnification by Cascade. Cascade agrees to indemnify, defend, and hold harmless the Vantor Released Parties from and against any and all claims, actions, suits, proceedings, demands, judgments, losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees and costs of litigation) arising out of or related to: (a) any breach by Cascade of any of its representations, warrantie

ARTICLE XI — MISCELLANEOUS PROVISIONS

Section 11.1 — Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of California, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction.

Section 11.2 — Jurisdiction and Venue. Any dispute, claim, or controversy arising out of, relating to, or in connection with this Agreement, including any dispute regarding the interpretation, validity, enforceability, or breach of this Agreement, shall be submitted to the exclusive jurisdiction of the Superior Court of the State of California, County of Los Angeles, which shall retain jurisdiction for the purpose of

Section 11.3 — Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof, including but not limited to the agreement in principle reac

Section 11.4 — Amendments. This Agreement may not be amended, modified, supplemented, or otherwise altered except by a written instrument duly executed by both Parties. No oral modification, amendment, or waiver shall be effective for any purpose.

Section 11.5 — Waiver. No waiver of any provision of this Agreement, or of any right or remedy arising under this Agreement, shall be effective unless made in writing and signed by the Party against whom the waiver is sought to be enforced. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any

Section 11.6 — Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and such remaining provisions shall be interpreted and

Section 11.7 — Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic mail in portable document format (.pdf) or by facsimile transmission shall be deemed to be, and shall be given the same legal force and effect a

Section 11.8 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; (c) sent by a nationally recognized overnight courier service (such as Severin Partner

Section 11.9 — Attorneys' Fees. Except as otherwise expressly provided in this Agreement (including Article X), each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with the Action and this Agreement, including the costs of negotiating, drafting, and executing this Agreement. Notwithstanding the foregoing, in any action or proceeding to enforce any provision of this Agreement, the

Section 11.10 — Construction. This Agreement has been negotiated by the Parties at arm's length, with each Party represented by independent legal counsel experienced in commercial litigation. No provision of this Agreement shall be construed or interpreted against any Party by reason of such Party having drafted, proposed, or requested such provision or any other provision of this Agreement. The language of this Agre

Section 11.11 — No Third-Party Beneficiaries. Except for the Cascade Released Parties and the Vantor Released Parties, who are expressly intended to be third-party beneficiaries of the mutual releases set forth in Article IV of this Agreement and shall have the right to enforce such releases, this Agreement is not intended to, and shall not, confer any rights, benefits, or remedies of any kind or nature upon any pers

Section 11.12 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign, delegate, or otherwise transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, and any purpo

Section 11.13 — Cooperation. The Parties shall cooperate with each other in good faith to execute any additional documents, instruments, or agreements, and to take any additional actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Agreement, including without limitation the preparation, execution, and filing of the Joint Stipulation of Dismissal with Prejudice referenc