Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Assumed Contracts" shall have the meaning ascribed to such term in the Purchase Agreement, and shall encompass all contracts, agreements, leases, licenses, commitments, purchase orders, and other arrangements listed on Schedule A attached hereto and incorporated herein by reference, all of which consti

Section 1.2 — Terms Defined in Purchase Agreement All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. In the event that any capitalized term is defined both in this Agreement and in the Purchase Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement, except as otherwise e

Section 1.3 — Construction The rules of interpretation set forth in the Purchase Agreement shall apply to this Agreement, mutatis mutandis, as if set forth herein in their entirety. Without limiting the generality of the foregoing: (a) References in this Agreement to any Section, Article, Schedule, or Exhibit are references to the applicable Section, Article, Schedule, or Exhibit of or to this Agreement, unless other

Section 2.1 — Assignment of Assumed Contracts Effective as of the Closing, each Assignor hereby irrevocably assigns, transfers, conveys, and delivers to the Assignee all of such Assignor's right, title, and interest in, to, and under the Assumed Contracts, as listed on Schedule A attached hereto and incorporated herein by reference. Such assignment includes, without limitation, the right to receive all benefits accru

Section 2.2 — Effective Date of Assignment All assignments effected pursuant to this Article II shall be effective as of the Closing Date. From and after the Closing Date, the Assignee shall be entitled to all rights, interests, and benefits of the Assignors under the Assumed Contracts, and the Assignors shall have no further right, title, or interest in, to, or under the Assumed Contracts, except as otherwise expres

Section 2.3 — Consents to Assignment The parties hereby acknowledge and agree that certain of the Assumed Contracts require the consent, approval, or waiver of the counterparty thereto (or, in the case of real property leases, the applicable landlord) in order for such Assumed Contract to be validly assigned to the Assignee (each, a "Required Consent"). As of the date hereof, the Assignors have obtained twenty-eight

Section 3.1 — Assumption of Assumed Liabilities Effective as of the Closing, the Assignee hereby assumes and agrees to pay, perform, and discharge when due all of the Assumed Liabilities, as more fully described in the Purchase Agreement and as set forth on Schedule B attached hereto, including, without limitation, the following: (a) Trade Payables and Accrued Liabilities. All trade payables and accrued liabilities o

Section 3.2 — Excluded Liabilities Notwithstanding anything to the contrary herein or in any Schedule hereto, the Assignee does not assume, and shall not be responsible for, any Excluded Liabilities (as defined in the Purchase Agreement). Without limiting the generality of the foregoing, the Excluded Liabilities include the following: (a) All liabilities, claims, actions, suits, proceedings, demands, judgments, losse

ARTICLE IV — RELATIONSHIP TO PURCHASE AGREEMENT

Section 4.1 — Conflicts This Agreement is delivered pursuant to, and in furtherance of, the Purchase Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall govern, control, and prevail in all respects. This Agreement is not intended to, and shall not, en

Section 4.2 — No Additional Representations or Warranties This Agreement is delivered pursuant to the Purchase Agreement and is subject in all respects to the representations, warranties, covenants, conditions, and indemnification provisions set forth therein. Neither Assignor makes any representation or warranty, express or implied, with respect to the Assumed Contracts, the Assumed Liabilities, or any other matter

Section 4.3 — Indemnification The indemnification provisions of the Purchase Agreement, including without limitation the limitations and procedural requirements set forth therein, shall apply to any and all claims, losses, damages, liabilities, costs, and expenses arising under, in connection with, or as a result of this Agreement, as if such claims arose directly under the Purchase Agreement. Without limiting the ge

Section 5.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 5.2 — Successors and Assigns This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of each of the other parties hereto; provided, however, that th

Section 5.3 — Entire Agreement This Agreement, together with the Purchase Agreement and the other Transaction Documents delivered in connection therewith (including the Bill of Sale, the Escrow Agreement, the Transition Services Agreement, the Trademark Assignment Agreement, and the Non-Competition and Non-Solicitation Agreement), constitutes the entire agreement among the parties hereto with respect to the subject m

Section 5.4 — Amendment and Waiver This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by all parties hereto. No waiver by any party of any breach or default of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by the waiving party, and no such waiver shall constitute a waiver of any other

Section 5.5 — Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, electronic mail (including by .pdf attachment), or other electronic transmission (including by means of Brightwater Software or similar electro

Section 5.6 — Severability If any term, provision, covenant, or condition of this Agreement, or the application thereof to any person or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and conditions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or in

Section 5.7 — Notices All notices, requests, demands, claims, consents, waivers, and other communications required or permitted to be given hereunder shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Purchase Agreement. As of the date hereof, the notice addresses for the parties are as follows: If to the Assignors: Cascade Retail Holdings Inc. 4200 Elliott Avenue Wes

Section 5.8 — Further Assurances Each party hereto agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, conveyances, assurances, and other writings, and to take or cause to be taken such further actions, as may be reasonably necessary, proper, or advisable under applicable laws, or as any other party may reasonably request, in order to effectuate the purposes o

Section 5.9 — Third-Party Beneficiaries This Agreement is for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement. [Signature Pages Follow] IN WITNESS

1. Trade Payables and Accrued Liabilities All trade payables and accrued liabilities of the Business arising in the ordinary course of business on or after the Closing Date, estimated at approximately Three Million Nine Hundred Thousand Dollars ($3,900,000) as of the Closing Date. This category includes, without limitation, amounts owed to vendors, suppliers, and service providers for goods and services delivered or

2. Post-Closing Lease Obligations All payment and performance obligations arising under the thirty-five (35) real property leases (consisting of thirty-four (34) store leases and one (1) distribution center lease) listed on Schedule A-1 from and after the Closing Date, including, without limitation, obligations to pay base rent, additional rent, percentage rent, common area maintenance charges, real property taxes, i

3. Post-Closing Contract Obligations All payment and performance obligations arising under the vendor and supplier contracts (Schedule A-2), the Northstar Foods private-label manufacturing agreement (Schedule A-2), the Meridian Commerce Solutions point-of-sale and inventory management system license agreement (Schedule A-3), and all other Assumed Contracts listed on Schedule A-4, in each case from and after the Closi

4. Accrued Vacation and Paid Time Off for Transferred Employees All accrued and unused vacation and paid time off obligations for Transferred Employees as of the Closing Date, estimated at approximately Eight Hundred Twenty Thousand Dollars ($820,000) in respect of approximately one thousand eight hundred fifty (1,850) Transferred Employees (consisting of approximately one thousand six hundred twenty (1,620) hourly e

5. Other Assumed Liabilities Any other liabilities, obligations, or commitments specifically designated as "Assumed Liabilities" under the Purchase Agreement that are not otherwise described in paragraphs 1 through 4 above, including, without limitation, any liabilities expressly assumed by the Buyer pursuant to specific provisions of the Purchase Agreement. Exclusion Note: For the avoidance of doubt, the Assumed Lia

V-001 | Clearfield Organics Distribution Co. | Primary organic produce and goods distribution agreement | 01/15/2020 | 01/14/2026 (auto-renew for successive 1-year periods) | ~$14,400,000 (~18% of COGS) | Yes — obtained

V-002 | Pacific Coast Dairy Cooperative | Fresh dairy products supply agreement | 03/01/2019 | 02/28/2026 | ~$5,200,000 | No

V-003 | Willamette Valley Bakery Inc. | Artisan bread and baked goods supply agreement | 06/01/2021 | 05/31/2026 | ~$2,800,000 | No

V-004 | Cascade Harvest Farms LLC | Local produce and seasonal agricultural products supply agreement | 09/01/2020 | 08/31/2025 (auto-renew for successive 1-year periods) | ~$3,100,000 | No

V-005 | Summit Seafood Distributors Inc. | Fresh and frozen seafood supply agreement | 04/15/2021 | 04/14/2026 | ~$4,500,000 | No

V-006 | NaturePath Wellness Products LLC | Natural health, supplements, and body care products distribution agreement | 07/01/2020 | 06/30/2026 | ~$2,300,000 | No

V-007 | Columbia Gorge Beverages Inc. | Specialty beverages and juice products supply agreement | 11/01/2019 | 10/31/2025 (auto-renew for successive 2-year periods) | ~$1,900,000 | No

V-008 | Terra Verde Meats Co. | Natural and organic meat products supply agreement | 02/01/2021 | 01/31/2027 | ~$6,700,000 | Yes — obtained

V-009 | Golden State Specialty Foods LLC | Specialty cheese, charcuterie, and deli products supply agreement | 08/15/2020 | 08/14/2026 | ~$3,400,000 | No

V-010 | True Leaf Tea Company | Organic tea and coffee products supply agreement | 05/01/2022 | 04/30/2027 | ~$1,200,000 | No

V-011 | Eco-Pack Solutions Inc. | Sustainable packaging materials and supplies agreement | 10/01/2021 | 09/30/2026 | ~$850,000 | No

V-012 | Fresh Valley Logistics LLC | Refrigerated and dry freight transportation services agreement | 01/01/2022 | 12/31/2025 (auto-renew for successive 1-year periods) | ~$2,400,000 | Yes — obtained No. | Counterparty | Description | Agreement Date | Expiration / Renewal Date | Approximate Annual Value | Consent Required M-001 | Northstar Foods Co. LLC (Portland, Oregon) | Manufacturing, packaging, and distribution