Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "APA" means that certain Asset Purchase Agreement, dated as of June 13, 2025, by and among Cascade Retail Holdings Inc., EverGreen Market Co. LLC, and Ridgeline Consumer Partners LLC, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms. "Basket

Section 1.2 — Interpretation; Construction (a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the APA. (b) Unless the context otherwise requires, references in this Agreement to "Sections," "Articles," "Schedules," and "Exhibits" are to sections, articles, schedules, and exhibits of this Agreement. (c) The headings and captions contained

ARTICLE II — ESTABLISHMENT OF ESCROW

Section 2.1 — Deposit of Escrow Amount (a) On the Closing Date, Buyer shall deposit, or cause to be deposited, the Escrow Amount of Two Million Five Hundred Thousand Dollars ($2,500,000) by wire transfer of immediately available funds in United States dollars into the Escrow Account established and maintained by the Escrow Agent at Colton Pacific Bank, National Association, in accordance with the wire transfer instru

Section 2.2 — Escrow Agent's Duties (a) The Escrow Agent shall hold, safeguard, invest, and distribute the Escrow Funds solely in accordance with the express terms and conditions of this Agreement. The Escrow Agent shall not commingle the Escrow Funds with any other funds or assets held by the Escrow Agent, except as permitted under applicable banking law with respect to Permitted Investments. (b) The Escrow Agent is

Section 2.3 — Designation of Escrow Officer (a) Diana Sorensen, Vice President, Escrow Services, shall serve as the Escrow Agent's designated escrow officer with responsibility for the day-to-day administration of this Agreement and the Escrow Account. (b) The Escrow Agent may, from time to time, designate a replacement escrow officer by delivering written notice to Seller and Buyer identifying the replacement and pr

ARTICLE III — INVESTMENT OF ESCROW FUNDS

Section 3.1 — Permitted Investments The Escrow Agent shall invest and reinvest the Escrow Funds, at the joint written direction of Seller and Buyer (or, in the absence of such joint written direction, in the default investment specified in Section 3.2), in one or more of the following investments (each, a "Permitted Investment"): (a) direct obligations of, or obligations the principal of and interest on which are unc

Section 3.2 — Default Investment In the absence of joint written instructions from Seller and Buyer directing the investment of the Escrow Funds in one or more Permitted Investments, the Escrow Agent shall invest the Escrow Funds in the Colton Pacific Bank, N.A. Government Money Market Fund (Ticker: CPGMF) or a comparable successor fund maintained by the Escrow Agent that invests primarily in obligations of the Unite

Section 3.3 — Earnings and Tax Reporting (a) All interest, dividends, capital gains, and other income earned on the Escrow Funds (collectively, "Investment Income") shall be added to and become part of the Escrow Funds for all purposes of this Agreement. Investment Income shall be distributed along with, and as part of, the Escrow Funds in accordance with Article IV. (b) For United States federal, state, and local in

Section 3.4 — Investment Risk Seller and Buyer hereby acknowledge and agree that: (a) the Escrow Agent shall not be liable or responsible for any loss of principal, income, or other diminution in the value of the Escrow Funds resulting from any Permitted Investment (including, without limitation, any decline in the market value of any security, any default by an issuer, or any loss of value of a money market fund), p

ARTICLE IV — DISTRIBUTION OF ESCROW FUNDS

Section 4.1 — Joint Written Instructions (a) The Escrow Agent shall distribute all or any portion of the Escrow Funds upon receipt of written instructions signed by both Seller (or its duly authorized representative) and Buyer (or its duly authorized representative) (such instructions, "Joint Written Instructions"), which Joint Written Instructions shall specify (i) the amount of Escrow Funds to be distributed, (ii)

Section 4.2 — Claim Notices and Claims Procedure (a) Delivery of Claim Notice. If Buyer believes in good faith that it is entitled to indemnification from the Escrow Funds with respect to Losses arising under the APA, Buyer shall deliver to the Escrow Agent and to Seller a written notice (each such notice, a "Claim Notice"), substantially in the form of Exhibit A attached hereto, setting forth: (i) a description in r

Section 4.3 — Seller's Response to Claim Notice (a) Within thirty (30) days following Seller's receipt of a Claim Notice delivered in accordance with Section 4.2 (the "Response Period"), Seller shall deliver to the Escrow Agent and Buyer a written response to such Claim Notice, which response shall: (i) accept the Claimed Amount in whole or in part, specifying the amount accepted and authorizing the Escrow Agent to d

Section 4.4 — Disputed Claims (a) Retention of Disputed Amount. If Seller delivers a Dispute Notice with respect to a Claim Notice, the disputed portion of the Claimed Amount (the "Disputed Amount") shall remain in the Escrow Account pending resolution of the dispute in accordance with this Section 4.4. The Escrow Agent shall not distribute any portion of the Disputed Amount except upon receipt of (i) Joint Written I

Section 4.5 — R&W Insurance Seller Retention (a) The Parties acknowledge that Buyer has obtained the R&W Insurance Policy from Marlowe Asset Management Indemnity Insurance Co. providing representations and warranties insurance coverage in connection with the transactions contemplated by the APA. The R&W Insurance Policy has the following material terms: (i) Policy limit: Twelve Million Five Hundred Thousand Dollars (

Section 4.6 — Escrow Release at End of Escrow Period (a) Release of Remaining Balance. On the date that is the later of (i) the last day of the Escrow Period (being the date that is eighteen (18) months after the Closing Date, which, assuming a Closing Date of July 18, 2025, is expected to be January 18, 2027) and (ii) five (5) Business Days after such date (such later date, the "Escrow Release Date"), the Escrow Age

Section 4.7 — Partial Releases (a) At any time prior to the Escrow Release Date, Seller and Buyer may deliver Joint Written Instructions directing the Escrow Agent to make a partial release of Escrow Funds to Seller, provided that the remaining balance of the Escrow Funds after giving effect to such partial release shall not be less than the sum of (i) the aggregate Claimed Amounts of all then-outstanding Claim Notic

Section 4.8 — Manner of Distributions (a) All distributions of Escrow Funds made by the Escrow Agent under this Agreement shall be made by wire transfer of immediately available funds in United States dollars to the bank account(s) designated by the recipient Party in accordance with the wire transfer instructions provided to the Escrow Agent. (b) Each of Seller and Buyer shall provide its wire transfer instructions

Section 5.1 — Duties and Obligations of the Escrow Agent (a) The duties and obligations of the Escrow Agent under this Agreement are purely ministerial and custodial in nature and shall be determined solely by the express provisions of this Agreement. The Escrow Agent shall not be required to exercise any discretion or independent judgment in carrying out its duties, except as expressly provided herein or as directed

Section 5.2 — Reliance by Escrow Agent The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon: (a) any Joint Written Instructions, Claim Notice, Dispute Notice, court order, certificate, statement, notice, request, consent, agreement, or other instrument or document that the Escrow Agent reasonably believes to be genuine and to have been signed, sent, or presented by the

Section 5.3 — Limitation of Liability (a) The Escrow Agent shall not be liable for any action taken or omitted to be taken by the Escrow Agent in good faith under or in connection with this Agreement, except to the extent that such action or omission constitutes the Escrow Agent's own gross negligence, willful misconduct, or material breach of this Agreement, as finally determined by a court of competent jurisdiction

Section 5.4 — Indemnification of Escrow Agent (a) Seller and Buyer shall, jointly and severally, indemnify, defend, and hold harmless the Escrow Agent and its affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Escrow Agent Indemnified Parties"), from and against any and all losses, claims, damages, liabilities, judgments, settlements, penalties

Section 5.5 — Compensation of Escrow Agent (a) The Escrow Agent shall be entitled to compensation for its services under this Agreement as set forth in Schedule A (Escrow Agent Fee Schedule) attached hereto and incorporated herein by reference. Such fees shall be payable by Seller and Buyer in accordance with the schedule set forth in Schedule A. (b) Unless otherwise agreed by Seller and Buyer in Joint Written Instru

Section 5.6 — Resignation and Removal of Escrow Agent (a) Resignation. The Escrow Agent may resign at any time by giving at least thirty (30) days' prior written notice of resignation to both Seller and Buyer. Such resignation shall become effective upon the earlier of (i) the appointment of a successor escrow agent in accordance with this Section 5.6, or (ii) the date that is sixty (60) days after the date of the Es

Section 5.7 — Conflicting Instructions; Interpleader (a) If at any time the Escrow Agent receives conflicting, inconsistent, or incompatible instructions, notices, or claims from Seller and Buyer, or if the Escrow Agent is uncertain as to the proper course of action under this Agreement, the Escrow Agent may, in its sole and absolute discretion: (i) refrain from taking any action (other than continuing to hold and in

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Representations of Seller Seller hereby represents and warrants to Buyer and the Escrow Agent as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Power and Authority. Seller has full corporate power and authority to execute, deliver, and

Section 6.2 — Representations of Buyer Buyer hereby represents and warrants to Seller and the Escrow Agent as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Power and Authority. Buyer has full limited liability company power and authori

Section 6.3 — Representations of Escrow Agent The Escrow Agent hereby represents and warrants to Seller and Buyer as of the date hereof and as of the Closing Date as follows: (a) Organization and Existence. The Escrow Agent is a national banking association duly organized and existing under the laws of the United States of America, and holds all licenses, authorizations, and permits necessary to conduct its business

Section 7.1 — Termination This Agreement shall terminate automatically, without any further action by any Party, upon the later of: (a) the distribution of all Escrow Funds in accordance with the terms of this Agreement (including the distribution of all amounts held in respect of Pending Claims and Holdback Amounts); and (b) the final resolution of all Pending Claims and the distribution of all Holdback Amounts in a

Section 7.2 — Effect of Termination Upon termination of this Agreement in accordance with Section 7.1, the Escrow Agent shall have no further duties, obligations, or liabilities under or in connection with this Agreement, except as expressly set forth in the surviving provisions of this Agreement. Upon termination, the Escrow Agent shall close the Escrow Account and provide written confirmation of such closure to Sel

ARTICLE VIII — MISCELLANEOUS PROVISIONS

Section 8.1 — Notices (a) All notices, instructions, requests, consents, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received (i) when delivered personally, (ii) on the Business Day following deposit with a nationally recognized overnight courier service for next Business Day delivery, with delivery charges prepaid, or (iii) when

Section 8.2 — 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-of-law or conflict-of-laws principles, rules, or provisions (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 8.3 — Jurisdiction; Venue (a) Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) for the resolution of any dispute, claim, or controversy arising out of, rela

Section 8.4 — Waiver of Jury Trial EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFI

Section 8.5 — Entire Agreement This Agreement (together with the APA, the Schedules and Exhibits hereto, and the other Transaction Documents (as defined in the APA)) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, understandings, representations, and warranties, whether written or oral, between or among any of the Parties

Section 8.6 — Amendments and Waivers (a) No amendment, modification, or supplement to any provision of this Agreement shall be effective unless made in a writing signed by all three Parties (Seller, Buyer, and Escrow Agent). (b) No waiver of any provision of this Agreement or any right, power, or remedy hereunder shall be effective unless made in a writing signed by the Party against whom enforcement of such waiver i

Section 8.7 — Successors and Assigns (a) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. (b) No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Parties, and any attempted assignment, delegation, or transfer without such consent

Section 8.8 — Counterparts; Electronic Execution (a) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. (b) Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission, by email in portable document format (.pdf), or by any other electronic means