Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Paying Agent Agreement, including all Exhibits hereto, as it may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Buyer" means Cascade Retail Holdings Inc., a Delaware corporation, with its principal place of business at 4500

Section 1.2 — SPA Definitions Incorporated. Any capitalized term used but not otherwise defined in this Agreement shall have the meaning assigned to such term in the SPA. In the event of any conflict between a definition contained in this Agreement and a definition contained in the SPA, the definition contained in this Agreement shall control for purposes of this Agreement.

Section 1.3 — Construction. Unless the context of this Agreement otherwise requires: (a) the headings and captions contained in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement; (b) words importing the singular shall include the plural and vice versa; (c) words importing gender shall include all genders; (d) the word "including" (and with correlative meani

ARTICLE II — APPOINTMENT AND AUTHORITY OF PAYING AGENT

Section 2.1 — Appointment. The Buyer and the Stockholder Representative hereby appoint Marlowe Asset Management Trust Company, N.A. as paying agent for purposes of receiving, holding, and distributing the Net Closing Consideration to the Selling Stockholders in accordance with the terms and conditions of this Agreement, and Marlowe Asset Management Trust Company, N.A. hereby accepts such appointment upon the terms an

Section 2.2 — Acceptance by Paying Agent. Marlowe Asset Management Trust Company, N.A. hereby accepts its appointment as Paying Agent and agrees to perform its obligations hereunder in accordance with the terms and conditions of this Agreement. The Paying Agent acknowledges receipt of a copy of the SPA (including all schedules and exhibits thereto) for informational purposes only; provided, however, that the Paying A

Section 2.3 — Relationship to Escrow Agent Role. The Parties acknowledge that Marlowe Asset Management Trust Company, N.A. is also acting as Escrow Agent under the Escrow Agreement with respect to the Escrow Amount of Ninety-Six Million Dollars ($96,000,000). The Parties further acknowledge and agree that the duties and obligations of the Paying Agent under this Agreement and the duties and obligations of the Escrow

ARTICLE III — DEPOSIT AND DISTRIBUTION OF NET CLOSING CONSIDERATION

Section 3.1 — Deposit of Funds. (a) Deposit Obligation. On or before the Closing Date, the Buyer shall deposit (or cause to be deposited) in immediately available funds the Net Closing Consideration (as adjusted for the Estimated Working Capital Adjustment, if any) into an account designated in writing by the Paying Agent (the "Paying Agent Fund"). The deposit shall be made by wire transfer of immediately available f

Section 3.2 — Payment Schedule. (a) Delivery of Payment Schedule. Prior to or concurrently with the deposit of the Net Closing Consideration into the Paying Agent Fund, the Buyer shall deliver to the Paying Agent a Payment Schedule, substantially in the form attached hereto as Exhibit E, setting forth: (i) the name and address of each Selling Stockholder; (ii) the taxpayer identification number or employer identifica

Section 3.3 — Distribution to Selling Stockholders. (a) Conditions to Distribution. The Paying Agent shall distribute to each Selling Stockholder the amount set forth opposite such Selling Stockholder's name on the Payment Schedule promptly (and in any event within three (3) business days) following the Paying Agent's receipt of all of the following from such Selling Stockholder: (i) a duly completed and executed Let

Section 3.4 — Withholding. (a) Authority to Withhold. The Paying Agent shall be entitled (and, if required by applicable law, obligated) to deduct and withhold from any payment to be made to a Selling Stockholder pursuant to this Agreement such amounts as are required to be deducted and withheld under the Code, or any provision of applicable U.S. federal, state, local, or foreign tax law, including any amounts requir

Section 3.5 — No Interest. (a) General Rule. No interest shall accrue or be payable on the Net Closing Consideration or any portion thereof while held in the Paying Agent Fund, and no Selling Stockholder shall be entitled to receive interest on such Selling Stockholder's portion of the Net Closing Consideration for any period during which such funds are held by the Paying Agent. Any investment earnings on the Paying

Section 3.6 — Unclaimed Funds. (a) Return to Buyer. Any portion of the Net Closing Consideration that remains undistributed twelve (12) months after the Closing Date because the applicable Selling Stockholder has not submitted a properly completed Letter of Transmittal, Stock Certificates (or affidavits and indemnity bonds in lieu thereof), and other documentation required under Section 3.3 shall, upon the written re

Section 3.7 — Post-Closing Working Capital Adjustment Payments. (a) Overview. Following the determination of the Final Working Capital Adjustment pursuant to Section 2.05 of the SPA (measured against the Working Capital Target of Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), with a collar of plus or minus Five Million Dollars ($5,000,000)), any additional amounts payable to the Selling Stockholde

ARTICLE IV — DUTIES, RIGHTS, AND PROTECTIONS OF PAYING AGENT

Section 4.1 — Limited Duties. (a) The Paying Agent shall have only those duties and obligations expressly set forth in this Agreement and shall not be subject to, or obligated to perform, any implied duties, covenants, or obligations, whether arising by operation of law, custom, course of dealing, or otherwise. (b) The Paying Agent acts solely as a paying agent hereunder and not as a fiduciary, trustee, partner, join

Section 4.2 — Reliance. (a) The Paying Agent shall be entitled to rely conclusively, and shall be fully protected in acting or refraining from acting, upon any notice, instruction, direction, certificate, document, statement, or other writing (including electronic communications) furnished to it hereunder that it believes in good faith to be genuine and to have been signed, presented, or sent by the proper person or

Section 4.3 — No Investigation. The Paying Agent shall not be required to make any investigation into the facts or matters stated in any notice, instruction, certificate, document, or other writing received by it, and the Paying Agent may accept and rely upon all such statements of fact, matters, or circumstances as true, complete, and accurate without any duty of inquiry or investigation. Without limiting the genera

Section 4.4 — Conflicting Instructions. If at any time the Paying Agent receives conflicting instructions, notices, or directions from the Buyer and the Stockholder Representative with respect to any matter arising under this Agreement, or if the Paying Agent is uncertain as to any action to be taken or any position to be adopted hereunder, the Paying Agent may, in its sole and absolute discretion, take any one or mo

Section 4.5 — Force Majeure. The Paying Agent shall not be liable for any failure or delay in performing any of its obligations hereunder to the extent that such failure or delay is caused by or results from acts of God, fire, flood, earthquake, hurricane, tornado, or other natural disaster, war (whether declared or undeclared), armed conflict, invasion, military action, terrorism, sabotage, civil unrest, riot, insur

ARTICLE V — LIABILITY, INDEMNIFICATION, AND EXCULPATION

Section 5.1 — Standard of Care. (a) The Paying Agent shall not be liable for any action taken or omitted to be taken by it hereunder, or for any loss or damage suffered by any Party, any Selling Stockholder, or any other person in connection with the performance of the Paying Agent's duties hereunder, except to the extent that such loss or damage is directly caused by the Paying Agent's own gross negligence, willful

Section 5.2 — Indemnification by the Buyer and the Stockholder Representative. (a) Indemnification Obligation. The Buyer and the Stockholder Representative (on behalf of the Selling Stockholders), jointly and severally, shall indemnify, defend, and hold harmless the Paying Agent and its officers, directors, employees, agents, and affiliates (collectively, the "Paying Agent Indemnified Parties") from and against any a

Section 5.3 — Lien. The Paying Agent shall have a first-priority lien on the Paying Agent Fund for any unpaid fees, expenses, or indemnification obligations due to it hereunder. The Paying Agent's lien shall be prior to any interest of the Buyer, the Stockholder Representative, or any Selling Stockholder in the Paying Agent Fund. Notwithstanding the foregoing, the Paying Agent shall not exercise such lien without fir

ARTICLE VI — FEES AND EXPENSES

Section 6.1 — Paying Agent Fees. The Buyer shall pay to the Paying Agent the fees set forth on Exhibit D hereto for its services as Paying Agent under this Agreement. Such fees shall be payable in accordance with the payment schedule set forth on Exhibit D. All Paying Agent fees payable hereunder are part of the estimated buyer-side transaction costs for the acquisition (included within the approximately Forty-Seven

Section 6.2 — Reimbursement of Expenses. The Buyer shall reimburse the Paying Agent for all reasonable and documented out-of-pocket expenses incurred by the Paying Agent in connection with the performance of its duties hereunder, including, without limitation, postage, courier charges, telephone charges, printing and reproduction costs, wire transfer fees, travel expenses, and legal fees and disbursements of outside

Section 6.3 — Fees Not Contingent. The Paying Agent's right to receive its fees and to be reimbursed for expenses shall not be contingent upon the completion of the distribution of all of the Net Closing Consideration to the Selling Stockholders, the termination of this Agreement, or the occurrence or non-occurrence of any other event. The Paying Agent's fees shall be earned upon the execution of this Agreement and s

ARTICLE VII — TERM, RESIGNATION, AND REMOVAL

Section 7.1 — Term. This Agreement shall become effective upon its execution and delivery by all Parties hereto and shall remain in full force and effect until the earliest of: (a) the date on which all of the Net Closing Consideration (and any additional amounts deposited with the Paying Agent pursuant to Section 3.7) has been distributed to the Selling Stockholders in accordance with the terms hereof or returned to

Section 7.2 — Removal. The Paying Agent may be removed at any time by the joint written instruction of the Buyer and the Stockholder Representative, upon at least thirty (30) days' prior written notice to the Paying Agent. Such notice shall specify the effective date of removal and the identity and contact information of the successor Paying Agent. Upon removal, the Paying Agent shall, on or before the effective date

Section 7.3 — Resignation. (a) The Paying Agent may resign at any time upon at least thirty (30) days' prior written notice to the Buyer and the Stockholder Representative. Such notice shall specify the intended effective date of resignation. (b) Upon resignation, the Paying Agent shall transfer any funds remaining in the Paying Agent Fund (less any amounts due to the Paying Agent for fees, expenses, or indemnificati

Section 7.4 — Survival. The provisions of Article V (Liability, Indemnification, and Exculpation) and Article VI (Fees and Expenses) shall survive the termination of this Agreement, the distribution or return of all funds in the Paying Agent Fund, and the resignation or removal of the Paying Agent. The Paying Agent's right to indemnification, fees, and expense reimbursement shall not be affected by any termination, r

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Representations and Warranties of the Buyer. The Buyer hereby represents and warrants to the other Parties as follows: (a) Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as pre

Section 8.2 — Representations and Warranties of the Stockholder Representative. The Stockholder Representative hereby represents and warrants to the other Parties as follows: (a) Organization and Good Standing. Ridgeline Equity Partners, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite partnership power and authority to ow

Section 8.3 — Representations and Warranties of the Paying Agent. The Paying Agent hereby represents and warrants to the other Parties as follows: (a) Organization and Good Standing. Marlowe Asset Management Trust Company, N.A. is a national trust company duly organized, validly existing, and in good standing under the laws of the United States and has all requisite corporate power and authority to own, lease, and op

Section 9.1 — Tax Reporting. The Paying Agent shall prepare and file (or cause to be prepared and filed) any and all information returns required by applicable law in connection with payments made hereunder, including IRS Forms 1099 (Form 1099-B, Form 1099-MISC, or such other variant as may be applicable) and IRS Forms 1042-S, as applicable. Such information returns shall be filed with the IRS and provided to the app

Section 9.2 — Tax Identification. Each Selling Stockholder shall provide to the Paying Agent a properly completed and duly executed IRS Form W-9 (or, in the case of a Selling Stockholder that is not a United States person within the meaning of Section 7701(a)(30) of the Code, the applicable IRS Form W-8) as a condition to receiving payment hereunder. The Paying Agent shall be entitled to withhold payment to any Selli

Section 9.3 — Tax Treatment of the Transaction. The Parties acknowledge that the SPA contemplates a stock purchase transaction in which the Buyer is acquiring one hundred percent (100%) of the issued and outstanding capital stock of the Company from the Selling Stockholders. The Parties further acknowledge that no election under Section 338(h)(10) of the Code (or any corresponding provision of state, local, or foreig

Section 10.1 — Notices. All notices, requests, demands, consents, approvals, directions, instructions, 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 (a) when delivered personally, (b) one (1) business day after being sent by nationally recognized overnight courier service (with proof of delivery), or (c) when sent by ema