Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "APA" means the 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, restated, supplemented, or otherwise modified from time to time in accordance with its terms. "Busines

Section 1.2 Interpretation; APA Definitions. (a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the APA. In the event of any conflict between a defined term in this Agreement and the same defined term in the APA, the definition set forth in this Agreement shall control for purposes of this Agreement. (b) In this Agreement, unless the con

Section 2.1 Provision of Services. Subject to the terms and conditions of this Agreement, Provider shall provide, or cause to be provided, the Services to Recipient during the Service Term. The Services are described in general terms in this Article II and are described in detail in Schedule A (Service Descriptions) attached hereto and incorporated herein by reference. Provider shall provide each Service in a manner

Section 2.2 Description of Services Categories. The Services shall consist of the following categories, each as more fully described in the corresponding section of Schedule A: (a) IT Infrastructure and Systems Hosting. Provider shall provide continued hosting, maintenance, and support of information technology systems and infrastructure used by the Business, including servers, network infrastructure, enterprise appl

Section 2.3 Standard of Performance. (a) Provider shall perform the Services with the same degree of care, skill, and diligence as Provider employed in providing such services for the Business prior to the Closing Date, and in no event with less than the degree of care, skill, and diligence that a reasonably prudent person would exercise under the same or similar circumstances. (b) Provider shall comply with all appl

Section 2.4 Excluded Services; Limitations. (a) Provider's obligation to provide Services under this Agreement is limited solely and exclusively to the Services expressly described in Schedule A (as such Schedule may be amended in accordance with Section 2.5). Provider shall have no obligation to provide any service, function, or support not described in Schedule A. (b) Notwithstanding anything to the contrary in thi

Section 2.5 Additional Services. (a) From time to time during the Service Term, Recipient may request that Provider provide additional transitional services not described in Schedule A by delivering a written request to Provider's Service Coordinator. Such request shall describe in reasonable detail the nature and scope of the requested additional service, the desired commencement date and duration, and any other rel

Section 2.6 Service Coordinators. (a) Within five (5) business days after the Closing Date, each Party shall designate a Service Coordinator to serve as such Party's primary point of contact for the day-to-day management, coordination, communication, and oversight of the Services. The initial Service Coordinators shall be: (i) Provider's Service Coordinator: Steven Halderman, Controller, Cascade Retail Holdings Inc.,

Section 2.7 Cooperation; Access. (a) Recipient shall cooperate with Provider and shall provide such information, data, access to systems and facilities, and other assistance as may be reasonably necessary for Provider to perform the Services in accordance with this Agreement. Without limiting the foregoing, Recipient shall respond promptly to Provider's reasonable requests for information, approvals, and decisions ne

ARTICLE III — TERM AND TERMINATION

Section 3.1 Initial Term. The Services shall commence on the Closing Date and shall continue in effect for a period of twelve (12) months thereafter (the "Initial Term"), unless earlier terminated in accordance with this Article III. The estimated commencement date of the Initial Term is July 18, 2025, and the estimated expiration date of the Initial Term is July 18, 2026.

Section 3.2 Extension Terms. (a) Recipient shall have the right, at its sole election, to extend the Service Term beyond the Initial Term for up to two (2) additional consecutive periods of three (3) months each (each such period, an "Extension Term"). Recipient shall exercise its right to extend the Service Term by delivering written notice to Provider not less than thirty (30) days prior to the expiration of the th

Section 3.3 Termination of Individual Services. (a) Recipient may terminate any individual Service (or any discrete component of a Service as identified in Schedule A) at any time during the Service Term upon not less than thirty (30) days' prior written notice to Provider, specifying the Service (or component thereof) to be terminated and the effective date of such termination. (b) Upon the effective date of termina

Section 3.4 Termination of All Services. Recipient may terminate all Services under this Agreement at any time during the Service Term upon not less than sixty (60) days' prior written notice to Provider. Upon the effective date of such termination, this Agreement shall terminate in its entirety, except for those provisions that by their nature or express terms are intended to survive termination, including the provi

Section 3.5 Termination for Cause. (a) Either Party may terminate this Agreement in its entirety (or, at the non-breaching Party's election, any individual Service affected by the applicable breach or event) immediately upon written notice to the other Party if the other Party: (i) materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice

Section 3.6 Effect of Termination; Wind-Down. (a) Upon the termination or expiration of this Agreement (whether in whole or as to any individual Service), Provider shall cooperate with Recipient in good faith to effect an orderly transition of the terminated or expired Service(s) to Recipient or to Recipient's designated replacement service provider(s). Such cooperation shall include reasonable wind-down assistance,

Section 3.7 Migration Support. (a) Throughout the Service Term, Provider shall provide reasonable cooperation and assistance to Recipient in connection with Recipient's efforts to migrate the Services to Recipient's own systems, infrastructure, and personnel, or to third-party service providers selected by Recipient. Such cooperation and assistance shall include, without limitation: (i) providing data exports and ext

ARTICLE IV — SERVICE FEES AND PAYMENT

Section 4.1 Service Fees. (a) In consideration of the provision of the Services, Recipient shall pay Provider the Service Fees calculated in accordance with this Article IV and Schedule C. The Service Fees for each Service shall be equal to Provider's actual allocated cost of providing such Service (determined in accordance with the cost allocation methodology set forth in Schedule C), plus the applicable Cost-Plus M

Section 4.2 Invoicing. (a) Provider shall deliver to Recipient a monthly invoice within fifteen (15) business days after the end of each calendar month during the Service Term, setting forth in reasonable detail: (i) a description of the Services provided during such month; (ii) the allocated costs for each Service category; (iii) the applicable Cost-Plus Markup; (iv) any third-party vendor costs passed through to Re

Section 4.3 Payment Terms. (a) Recipient shall pay each undisputed invoice within thirty (30) days after receipt of such invoice by wire transfer of immediately available funds to a bank account designated by Provider in writing. Provider shall provide Recipient with wire transfer instructions, including bank name, ABA routing number, account number, and account name, within five (5) business days after the Closing D

Section 4.4 Taxes. (a) All Service Fees are stated exclusive of, and Recipient shall be responsible for, all applicable sales, use, value-added, goods and services, excise, and similar transactional taxes imposed on or in connection with the Services by any federal, state, local, or foreign taxing authority (collectively, "Transactional Taxes"). For the avoidance of doubt, Recipient shall not be responsible for taxes

Section 4.5 Audit Rights. (a) During the Service Term and for a period of twelve (12) months following the expiration or termination of this Agreement, Recipient shall have the right, at Recipient's sole cost and expense, to audit Provider's books, records, and supporting documentation relating to the calculation of the Service Fees, subject to the following conditions: (i) Recipient shall provide Provider with not l

Section 4.6 Extension Term Pricing. During any Extension Term, the Cost-Plus Markup shall increase from five percent (5%) to ten percent (10%), reflecting the additional resource commitment, operational burden, and disruption to Provider's ongoing business operations resulting from the continued provision of Services beyond the Initial Term. All other provisions of this Article IV (including invoicing, payment terms,

ARTICLE V — CONFIDENTIALITY AND DATA SECURITY

Section 5.1 Confidentiality Obligations. (a) Each Party (as a "Receiving Party") shall hold in strict confidence all Confidential Information of the other Party (as a "Disclosing Party") received or obtained in connection with this Agreement and the Services, and shall not disclose, publish, or otherwise disseminate any such Confidential Information to any third party without the prior written consent of the Disclosi

Section 5.2 Data Security. (a) Provider shall implement and maintain, throughout the Service Term and any Wind-Down Period, commercially reasonable administrative, technical, and physical safeguards designed to protect Recipient Data from unauthorized access, use, disclosure, alteration, loss, or destruction. Such safeguards shall be no less protective than the safeguards Provider employs for its own similar confiden

Section 5.3 Recipient Data Ownership. (a) All Recipient Data is and shall remain the sole and exclusive property of Recipient. Nothing in this Agreement shall be construed to transfer, assign, or grant to Provider any right, title, or interest in or to any Recipient Data. Provider acknowledges that it processes and stores Recipient Data solely as a service provider to Recipient and solely in connection with the perfo

Section 5.4 Compliance with Laws. Each Party shall comply with all applicable federal, state, and local laws, rules, regulations, and governmental orders relating to data privacy, data security, and the protection of personal information in connection with the Services and the performance of its obligations under this Agreement. Without limiting the foregoing, each Party shall comply with the Oregon Consumer Informat

Section 5.5 Survival of Confidentiality Obligations. The obligations of this Article V shall survive the expiration or termination of this Agreement for a period of three (3) years following the date of such expiration or termination; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, the obligations of this Article V shall survive for so long as

ARTICLE VI — GOVERNANCE AND ESCALATION

Section 6.1 Service Coordination; Reporting. (a) The Service Coordinators shall hold regular status meetings at least bi-weekly (or more frequently as reasonably requested by either Party) to review the status of the Services, discuss and address any issues, concerns, or service quality matters, coordinate transition and migration planning activities, and review upcoming milestones and deliverables. Such meetings may

Section 6.2 Escalation Procedures. Any disputes, issues, service failures, or other matters arising under or relating to this Agreement that cannot be resolved through routine communication between the Service Coordinators shall be subject to the following escalation procedures: Level 1 — Service Coordinators. The matter shall first be raised with the Service Coordinators, who shall use good faith efforts to resolve

Section 6.3 Change Requests. (a) Either Party may propose changes to the scope, schedule, specifications, or other terms of any Service by submitting a written change request to the other Party's Service Coordinator. Each change request shall describe in reasonable detail the proposed change, the reason for the change, the anticipated impact on the applicable Service Level(s) and Service Fee(s), and the proposed effe

Section 7.1 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Recipient and its affiliates, and their respective officers, directors, managers, members, employees, agents, successors, and permitted assigns (collectively, the "Recipient Indemnified Parties"), from and against any and all losses, damages, liabilities, claims, demands, actions, suits, proceedings, judgments, fines, penalties,

Section 7.2 Recipient Indemnification. Recipient shall indemnify, defend, and hold harmless Provider and its affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Provider Indemnified Parties"), from and against any and all Losses arising out of or resulting from: (a) the gross negligence or willful misconduct of Recipient or any of its employee

Section 7.3 Indemnification Procedures. (a) Notice of Claim. The Party seeking indemnification (the "Indemnified Party") shall provide prompt written notice to the Party from which indemnification is sought (the "Indemnifying Party") of any claim, demand, action, or proceeding for which indemnification is sought under this Article VII (a "Claim"), including a description of the Claim in reasonable detail, the basis f

Section 7.4 Relationship to APA Indemnification. The indemnification obligations of the Parties under this Agreement are independent of, and in addition to, the indemnification obligations of the Parties under the APA and the other Transaction Documents. Nothing in this Agreement shall limit, modify, or otherwise affect the Parties' respective rights or obligations under the APA, including the indemnification, deduct

ARTICLE VIII — LIMITATION OF LIABILITY

Section 8.1 Limitation on Damages. EXCEPT IN THE CASE OF A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF ARTICLE V (CONFIDENTIALITY AND DATA SECURITY), OR INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD-PARTY CLAIMS UNDER ARTICLE VII, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGRE

Section 8.2 Aggregate Liability Cap. EXCEPT IN THE CASE OF A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ARTICLE V (CONFIDENTIALITY AND DATA SECURITY), PROVIDER'S AGGREGATE LIABILITY TO RECIPIENT AND ALL RECIPIENT INDEMNIFIED PARTIES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE SERVICE FEES ACTUALLY PAID AND PAYABLE BY RECIPIENT TO PROV