Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Acquired intellectual Property" means the EverGreen Market and EverGreen Naturals trademarks, the domain names evergreenmarket.com and evergreenmarketco.com, all social media accounts associated with the EverGreen Market brand (including accounts on Kestrel Services Inc., Northpoint Services Inc., X (f

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders. (b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" and shall not be construed to limit any general statement to the specific or similar items or

ARTICLE II — PURCHASE AND SALE

Section 2.1 — Purchased Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller Parties shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase and acquire from the Seller Parties, all right, title, and interest of the Seller Parties in and to substantially all of the assets used in or necessary for the operation of the Business as a goi

Section 2.2 — Excluded Assets Notwithstanding anything to the contrary in Section 2.1, the following assets of the Seller Parties are excluded from the Purchased Assets and shall be retained by the Seller Parties (collectively, the "Excluded Assets"): (a) All cash, cash equivalents, bank accounts, and marketable securities of EMC and Cascade; (b) All intercompany receivables between EMC and Cascade or any Affiliate o

Section 2.3 — Assumed Liabilities At the Closing, Buyer shall assume and agree to pay, perform, and discharge, when due, only the following liabilities and obligations of the Seller Parties (collectively, the "Assumed Liabilities"): (a) All trade payables and accrued liabilities of the Business arising in the ordinary course of business, to the extent included in the computation of Closing Net Working Capital (estima

Section 2.4 — Excluded Liabilities Buyer shall not assume, and the Seller Parties shall retain and be solely responsible for, all liabilities and obligations of the Seller Parties other than the Assumed Liabilities (collectively, the "Excluded Liabilities"), including the following: (a) All liabilities arising from any litigation, arbitration, claim, action, suit, proceeding, or investigation relating to the Business

Section 2.5 — Purchase Price; Payment (a) Aggregate Purchase Price. The aggregate purchase price for the Purchased Assets shall be Twenty-Five Million Dollars ($25,000,000) (the "Purchase Price"), subject to adjustment pursuant to Section 2.6. (b) Payment at Closing. At the Closing, Buyer shall pay the Purchase Price as follows: (i) Closing Cash Payment. Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000)

Section 2.6 — Post-Closing Working Capital Adjustment (a) Estimated Closing Statement. Not later than three (3) Business Days prior to the Closing Date, the Seller Parties shall prepare and deliver to Buyer a statement (the "Estimated Closing Statement") setting forth the Seller Parties' good faith estimate of the Closing Net Working Capital (the "Estimated NWC"), prepared in accordance with GAAP and the methodology

Section 2.7 — Purchase Price Allocation (a) Within sixty (60) days after the final determination of the Purchase Price (including any working capital adjustment pursuant to Section 2.6), Buyer shall prepare and deliver to the Seller Parties a proposed allocation of the Purchase Price (and the Assumed Liabilities, to the extent treated as additional consideration for applicable Tax purposes) among the Purchased Assets

Section 2.8 — Withholding Buyer shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such amounts as Buyer is required to deduct and withhold under the Code, or any applicable state, local, or foreign Tax Law. To the extent that amounts are so withheld and remitted to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes of thi

Section 2.9 — Nonassignable Contracts (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an assignment or attempted assignment of any Contract or any claim, right, or benefit arising thereunder or resulting therefrom if such assignment or attempted assignment, without the consent of a third party thereto, would constitute a breach, default, or violation thereof or woul

Section 3.1 — Closing Date The Closing shall take place remotely via the electronic exchange of documents and signatures at 10:00 a.m. Pacific Time on the date that is three (3) Business Days after the satisfaction or waiver (by the Party entitled to grant such waiver) of the conditions set forth in Article VII and Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but

Section 3.2 — Seller Closing Deliverables At the Closing, the Seller Parties shall deliver (or cause to be delivered) to Buyer the following documents and instruments, in each case duly executed (to the extent applicable) and in form and substance reasonably satisfactory to Buyer: (a) The Bill of Sale, duly executed by the Seller Parties, substantially in the form of Exhibit A, transferring to Buyer all right, title,

Section 3.3 — Buyer Closing Deliverables At the Closing, Buyer shall deliver (or cause to be delivered) to the Seller Parties the following: (a) The Closing Cash Payment of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) by wire transfer of immediately available funds to the account(s) designated by the Seller Parties; (b) The Escrow Amount of Two Million Five Hundred Thousand Dollars ($2,500,000) by w

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES The Seller Parties, jointly and severally, represent and warrant to Buyer that, except as set forth in the Disclosure Schedules (with specific reference to the Section or subsection of this Agreement to which the information set forth therein relates; provided, however, that any disclosure set forth in a particular Schedule shall also be deemed to qual

Section 4.1 — Organization and Good Standing (a) Cascade is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 91-1847352. The common stock of Cascade is listed on the Nasdaq Global Select Market under the ticker symbol "CRHI." Cascade has all requisite corporate power and authority to own, operate, and lease its properties

Section 4.2 — Authorization; Enforceability (a) Each Seller Party has full corporate or limited liability company power and authority to execute, deliver, and perform this Agreement and each of the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery, and performance of this Agreement and each of the Ancillary Agreement

Section 4.3 — No Conflicts; Consents (a) Except as set forth on Schedule 4.3, the execution, delivery, and performance by the Seller Parties of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or violate the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or

Section 4.4 — Financial Statements (a) The Seller Parties have delivered to Buyer true, correct, and complete copies of the following financial statements (collectively, the "Financial Statements"): the carveout audited balance sheets and related statements of income, changes in equity, and cash flows of the Business as of and for the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, in

Section 4.5 — Absence of Certain Changes (a) Since December 31, 2024, the Business has been conducted in the ordinary course consistent with past practice, and there has not been any Material Adverse Effect. (b) Except as set forth on Schedule 4.5, since December 31, 2024, the Seller Parties have not, with respect to the Business: (i) sold, transferred, leased, licensed, or otherwise disposed of any material assets o