1038-00007 · Cascade Retail Holdings · Settlement

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of June 12, 2023 (the "Effective Date"), by and between:

Cascade Retail Holdings Inc., a Delaware corporation, with its principal place of business at 2200 Elliott Avenue West, Suite 1400, Seattle, WA 98119 ("Cascade" or "CRH"); and

Vantor Holdings Corp., a California corporation, with its principal place of business at 18500 Von Karman Avenue, Suite 600, Irvine, CA 92612 ("Vantor" or "VHC").

Cascade and Vantor are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS:

A. The Action. On September 7, 2021, Vantor filed a complaint against Cascade in the Superior Court of the State of California, County of Los Angeles, captioned Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872 (the "Action"). Cascade was duly served with the summons and complaint on September 28, 2021. The Action has been pending before the Honorable Sandra Gutierrez-Torres, Department 14 of the Los Angeles County Superior Court, Stanley Mosk Courthouse, since that time.

B. Claims Asserted. In the Action, Vantor asserted three causes of action against Cascade: (1) tortious interference with contractual relations; (2) tortious interference with prospective economic advantage; and (3) unfair business practices in violation of California Business and Professions Code Section 17200 et seq. Specifically, Vantor alleged that Cascade knowingly and intentionally induced three of Vantor's key consumer-goods suppliers — Hemsworth Consumer Products LLC ("Hemsworth"), Tridale Manufacturing Inc. ("Tridale"), and Orion Lifestyle Brands Corp. ("Orion") — to breach their respective exclusive supply agreements with Vantor by, among other things, offering substantially more favorable pricing and volume commitments to those suppliers through a coordinated procurement initiative that Cascade internally designated as "Project Atlas." Vantor alleged that, as a direct and proximate result of Cascade's conduct, Vantor suffered total damages in an amount of approximately Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000), comprising lost revenues, lost profits, increased procurement costs from replacement suppliers, and reputational harm.

C. Cascade's Defenses. Cascade denied all of the material allegations set forth in Vantor's complaint. On October 18, 2021, Cascade timely filed its answer and asserted numerous affirmative defenses, including, among others, that Cascade lacked actual or constructive knowledge of the exclusivity provisions contained in Vantor's supplier agreements, that the Suppliers independently and voluntarily chose to enter into supply agreements with Cascade based on legitimate business considerations, that the Suppliers properly exercised termination-for-convenience clauses contained in their respective agreements with Vantor prior to entering into agreements with Cascade, that Vantor's exclusivity provisions were unenforceable as unreasonable restraints on trade, and that Vantor failed to mitigate its alleged damages.

D. Partial Summary Judgment. On February 28, 2023, Cascade filed a motion for partial summary judgment on all three of Vantor's causes of action, supported by declarations, deposition transcripts, and documentary evidence obtained during the course of discovery. On April 14, 2023, after full briefing and oral argument, the Court entered an order (i) granting summary judgment in favor of Cascade on Vantor's third cause of action for unfair business practices under California Business and Professions Code Section 17200, finding that Vantor had failed to demonstrate a sufficient causal nexus between Cascade's alleged conduct and any injury to the public, and (ii) denying summary judgment as to Vantor's first and second causes of action for tortious interference with contractual relations and tortious interference with prospective economic advantage, respectively, finding that genuine issues of material fact remained as to Cascade's knowledge of the exclusivity provisions and intent to interfere.

E. Settlement Conference and Agreement in Principle. On April 28, 2023, the Parties participated in a mandatory settlement conference before the Honorable Margaret Chen (Ret.) at JAMS in Los Angeles, California. After a full day of mediation, the Parties were unable to reach a resolution at the conference. However, through subsequent negotiations conducted by their respective counsel, the Parties reached an agreement in principle on May 15, 2023, to settle and resolve the Action on the terms and conditions set forth in this Agreement.

F. Desire to Resolve. The Parties desire to fully and finally settle, compromise, and resolve any and all claims, counterclaims, causes of action, disputes, and controversies between them that have been asserted, or that could have been asserted, arising out of or in any way related to the Action, on the terms and conditions set forth in this Agreement. The Parties enter into this Agreement to avoid the expense, burden, inconvenience, and uncertainty of further litigation, without any admission of liability, wrongdoing, fault, or any violation of law by either Party.

G. Counsel. Cascade is represented in the Action and in connection with this Agreement by Calderwood & Harkness LLP (Douglas Carmichael, Responsible Partner; Francesca Morano, Billing Partner), with offices located at 600 South Grand Avenue, Suite 3200, Los Angeles, CA 90071. Vantor is represented in the Action and in connection with this Agreement by Kessler, Brandt & Whitfield LLP (Martin Kessler, Senior Partner; Natalie Whitfield, Partner), with offices located at 1999 Avenue of the Stars, Suite 2800, Los Angeles, CA 90067.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.

Section 1.1 — "Action." "Action" means the civil action captioned Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872, filed in and pending before the Superior Court of the State of California, County of Los Angeles, including all claims, cross-claims, counterclaims, and motions filed therein.

Section 1.2 — "Cascade Released Parties." "Cascade Released Parties" means, collectively, Cascade Retail Holdings Inc. and each of its past, present, and future officers, directors, employees, agents, representatives, subsidiaries, affiliates, parent entities, successors, assigns, attorneys (including Calderwood & Harkness LLP and all individual attorneys who have appeared or provided services in connection with the Action), accountants, auditors (including, without limitation, Granville & Associates, P.C.), insurers (including, without limitation, Pinnacle National Insurance Co.), consultants (including, without limitation, Archer & Colvin Consulting Group), and any other person or entity acting on behalf of or for the benefit of any of the foregoing.

Section 1.3 — "Vantor Released Parties." "Vantor Released Parties" means, collectively, Vantor Holdings Corp. and each of its past, present, and future officers, directors, employees, agents, representatives, subsidiaries, affiliates, parent entities, successors, assigns, attorneys (including Kessler, Brandt & Whitfield LLP and all individual attorneys who have appeared or provided services in connection with the Action), accountants, auditors, insurers, consultants (including, without limitation, Meridian Forensic Economics LLC), and any other person or entity acting on behalf of or for the benefit of any of the foregoing.

Section 1.4 — "Effective Date." "Effective Date" means June 12, 2023, the date first written above.

Section 1.5 — "Released Claims." "Released Claims" means any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, obligations, liabilities, losses, costs, expenses, and attorneys' fees, of every kind and nature whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured, at law, in equity, or otherwise, arising out of, relating to, or in any way connected with: (a) the Action; (b) the allegations, claims, defenses, and subject matter asserted or that could have been asserted in the Action; (c) the supplier relationships between Vantor and Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp., to the extent such relationships are the subject of or relate to the allegations in the Action; (d) the supplier relationships between Cascade and Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp., to the extent such relationships are the subject of or relate to the allegations in the Action; (e) Cascade's "Project Atlas" initiative as alleged in the Action; and (f) any conduct, acts, omissions, transactions, events, or occurrences alleged in the complaint, answer, or any pleading, motion, or discovery response filed in the Action or relating to the matters described therein.

Section 1.6 — "Settlement Amount." "Settlement Amount" means Fourteen Million Seven Hundred Fifty Thousand Dollars and No Cents ($14,750,000.00).

Section 1.7 — "Suppliers." "Suppliers" means, collectively: (a) Hemsworth Consumer Products LLC, an Oregon limited liability company with its principal place of business at 4720 NW Yeon Avenue, Portland, OR 97210; (b) Tridale Manufacturing Inc., a Nevada corporation with its principal place of business at 6300 South Pecos Road, Suite 210, Las Vegas, NV 89120; and (c) Orion Lifestyle Brands Corp., a California corporation with its principal place of business at 1900 Avenue of the Stars, Suite 1050, Los Angeles, CA 90067.

ARTICLE II — SETTLEMENT PAYMENT

Section 2.1 — Payment Amount. In consideration of the mutual covenants, releases, and agreements set forth in this Agreement, Cascade shall pay to Vantor the Settlement Amount of Fourteen Million Seven Hundred Fifty Thousand Dollars and No Cents ($14,750,000.00) in full and final satisfaction of all Released Claims. The Settlement Amount represents the total and complete consideration to be paid by Cascade or any of the Cascade Released Parties in connection with the settlement of the Action, and no additional amounts shall be owed or payable by Cascade or any Cascade Released Party to Vantor or any Vantor Released Party in connection with the Released Claims.

Section 2.2 — Payment Method and Timing. The Settlement Amount shall be paid by Cascade to Vantor by wire transfer of immediately available funds in United States Dollars to a bank account designated by Vantor in writing. Vantor shall provide Cascade with complete and accurate wire transfer instructions, including the name of the receiving financial institution, ABA routing number, account number, account name, and any required reference information, within five (5) business days following the full execution and delivery of this Agreement by both Parties. Cascade shall cause the wire transfer of the full Settlement Amount to be initiated within thirty (30) calendar days following the Effective Date. Cascade's payment obligation shall be deemed satisfied upon confirmation by Cascade's bank that the wire transfer has been initiated in accordance with the wire instructions provided by Vantor. In the event that Vantor fails to provide wire transfer instructions within the time period specified herein, the thirty (30) calendar day payment deadline shall be extended on a day-for-day basis until the wire instructions are received by Cascade.

Section 2.3 — Tax Treatment. The Parties make no representations or warranties regarding the tax characterization or tax treatment of the Settlement Amount under federal, state, local, or foreign tax law. Each Party shall be solely responsible for the payment of any and all taxes, including income taxes, penalties, and interest, owed by such Party in connection with the receipt or payment of the Settlement Amount. Vantor shall be solely responsible for determining whether the issuance of any IRS Form 1099 or other tax reporting form is required in connection with its receipt of the Settlement Amount, and, if so required, for the timely issuance thereof. Neither Party shall have any obligation to indemnify or hold harmless the other Party with respect to any tax liability arising from the receipt or payment of the Settlement Amount.

Section 2.4 — Source of Funds. The Settlement Amount shall be funded from Cascade's operating funds and applicable insurance proceeds. Notwithstanding the foregoing, the source or sources from which Cascade funds the Settlement Amount shall not affect, diminish, or otherwise modify Cascade's obligation to make timely payment of the full Settlement Amount to Vantor in accordance with Section 2.2. In the event that any insurer fails or refuses to fund any portion of the Settlement Amount, Cascade shall remain solely and fully responsible for payment of the entire Settlement Amount.

ARTICLE III — NON-ADMISSION OF LIABILITY

Section 3.1 — No Admission by Cascade. This Agreement, the payment of the Settlement Amount, and the settlement of the Action shall not constitute, and shall not be construed as, an admission of liability, wrongdoing, fault, negligence, or any violation of any statute, regulation, or rule of law by Cascade or any of the Cascade Released Parties. Cascade specifically and expressly denies all allegations of liability, wrongdoing, and fault asserted by Vantor in the Action. The Parties acknowledge that Cascade is entering into this Agreement solely to avoid the expense, burden, inconvenience, distraction, and uncertainty associated with continued litigation.

Section 3.2 — No Admission by Vantor. This Agreement shall not constitute, and shall not be construed as, a concession, admission, or acknowledgment by Vantor that any of its claims asserted in the Action lacked merit, were frivolous, were brought in bad faith, or were otherwise deficient in any respect. The Parties acknowledge that Vantor is entering into this Agreement in the exercise of its reasonable business judgment and in consideration of the Settlement Amount and the other terms and conditions set forth herein.

Section 3.3 — Inadmissibility. This Agreement, including all of its terms and conditions, the negotiations and discussions leading to the execution of this Agreement, the Settlement Amount, and any statements, offers, or representations made by either Party or its counsel during the course of settlement negotiations shall be inadmissible in any judicial, arbitral, administrative, or other legal proceeding for any purpose, including but not limited to as evidence of liability, wrongdoing, or the validity or invalidity of any claim or defense. Notwithstanding the foregoing, this Agreement may be introduced into evidence and used in any proceeding to enforce the terms and provisions of this Agreement, to enforce the Joint Stipulation of Dismissal with Prejudice referenced in Article V, or to assert the releases set forth in Article IV as a defense to any claim.

ARTICLE IV — MUTUAL RELEASE

Section 4.1 — Release by Vantor. Effective upon the Effective Date and conditioned upon Cascade's timely payment of the Settlement Amount in accordance with Article II, Vantor, on behalf of itself, its successors, assigns, and each of the Vantor Released Parties, hereby fully, finally, unconditionally, and irrevocably releases, acquits, and forever discharges Cascade and each of the Cascade Released Parties from any and all Released Claims, including but not limited to:

(a) Vantor's first cause of action for tortious interference with contractual relations, as asserted in the Action;

(b) Vantor's second cause of action for tortious interference with prospective economic advantage, as asserted in the Action;

(c) Vantor's third cause of action for unfair business practices under California Business and Professions Code Section 17200 et seq., as asserted in the Action (which cause of action was dismissed by the Court's order of April 14, 2023, granting Cascade's motion for partial summary judgment);

(d) Any and all claims, whether or not asserted in the Action, arising from or related to the supplier relationships between Vantor and each of the Suppliers — Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. — to the extent such claims relate to the subject matter of the Action;

(e) Any and all claims, whether or not asserted in the Action, arising from or related to Cascade's "Project Atlas" initiative, including any procurement activities, negotiations, or agreements entered into by Cascade with any of the Suppliers; and

(f) Any and all claims for damages, including but not limited to compensatory damages, consequential damages, lost profits, punitive damages, statutory damages, restitution, disgorgement, injunctive relief, declaratory relief, attorneys' fees, costs, and interest, arising out of or related to any of the foregoing.

Section 4.2 — Release by Cascade. Effective upon the Effective Date, Cascade, on behalf of itself, its successors, assigns, and each of the Cascade Released Parties, hereby fully, finally, unconditionally, and irrevocably releases, acquits, and forever discharges Vantor and each of the Vantor Released Parties from any and all Released Claims, including but not limited to:

(a) Any claims for malicious prosecution arising out of or related to the filing or prosecution of the Action;

(b) Any claims for abuse of process arising out of or related to the Action;

(c) Any claims for tortious interference, defamation, trade libel, or unfair competition arising out of or related to statements, allegations, or conduct by Vantor or any Vantor Released Party in connection with the Action or the events giving rise to the Action;

(d) Any claims for attorneys' fees, costs, or sanctions arising out of or related to the Action; and

(e) Any and all other claims, whether known or unknown, suspected or unsuspected, arising out of or related to the Action or the subject matter thereof.

Section 4.3 — Waiver of California Civil Code Section 1542. Each Party acknowledges that it has been advised by its counsel regarding the provisions of Section 1542 of the California Civil Code. Each Party expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil Code, which provides as follows:

"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Each Party understands and acknowledges the significance and consequence of this specific waiver of Section 1542 of the California Civil Code. Each Party acknowledges that it may discover facts different from, or in addition to, those it now knows or believes to be true with respect to the Released Claims, the subject matter of this Agreement, or the Action, and each Party agrees that this Agreement shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof. Each Party assumes the risk of any mistake of fact or law with respect to any Released Claim, and each Party agrees that this release is intended to be, and is, a full and final release of the Released Claims regardless of any such mistake.

Section 4.4 — Scope of Release. The mutual releases set forth in this Article IV extend to all Released Claims, regardless of the legal or equitable theory upon which such claims are or could be based, including but not limited to claims based on contract (whether express, implied, or quasi-contractual), tort (whether intentional, negligent, or strict liability), statute, regulation, ordinance, or any other legal or equitable theory, and regardless of whether such claims arise under federal, state, or local law, including but not limited to claims under the California Business and Professions Code (including Section 17200 et seq.), the California Civil Code, the California Commercial Code, the Lanham Act, and the common law of any jurisdiction. The Parties intend that the releases set forth herein be construed as broadly as possible to effectuate the Parties' intent to fully and finally resolve all disputes between them relating to the Action and the subject matter thereof.

ARTICLE V — DISMISSAL OF ACTION

Section 5.1 — Stipulation of Dismissal. Within ten (10) business days following the Effective Date, the Parties shall execute, or shall cause their respective counsel of record to prepare, execute, and file with the Superior Court of the State of California, County of Los Angeles, a Joint Stipulation of Dismissal with Prejudice (the "Stipulation of Dismissal") in the Action (Case No. 21STCV-34872), dismissing with prejudice all claims, counterclaims, and cross-claims asserted in the Action. The Stipulation of Dismissal shall provide that each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with the Action, except as otherwise expressly provided in this Agreement. The Parties shall cooperate in good faith to prepare and file the Stipulation of Dismissal in a form acceptable to both Parties and their respective counsel.

Section 5.2 — Court Retention of Jurisdiction. The Stipulation of Dismissal filed pursuant to Section 5.1 shall expressly provide that the Superior Court of the State of California, County of Los Angeles, shall retain jurisdiction over the Parties and the subject matter of this Agreement for the purpose of enforcing the terms and provisions of this Agreement, including the settlement payment obligations set forth in Article II, pursuant to California Code of Civil Procedure Section 664.6. The Parties consent to such continued jurisdiction and agree not to oppose any motion to enforce this Agreement brought pursuant to Section 664.6 on the ground that the Court lacks jurisdiction.

ARTICLE VI — CONFIDENTIALITY

Section 6.1 — Confidential Terms. The Parties agree that the terms and conditions of this Agreement, including without limitation the Settlement Amount, the payment terms, the specific provisions of the mutual releases, and any information exchanged between the Parties during settlement negotiations, shall be and shall remain strictly confidential and shall not be disclosed, disseminated, published, or otherwise communicated to any third party, except as expressly set forth in Section 6.2 below. Each Party shall take all reasonable steps to ensure that its officers, directors, employees, agents, and representatives comply with the confidentiality obligations set forth in this Section 6.1.

Section 6.2 — Permitted Disclosures. Notwithstanding Section 6.1, the Parties may disclose the terms and conditions of this Agreement under the following circumstances:

(a) To their respective attorneys, accountants, auditors, tax advisors, and financial advisors who have a reasonable need to know such information in connection with the provision of professional services to the disclosing Party, provided that such persons are informed of the confidential nature of this Agreement and agree to maintain the confidentiality thereof;

(b) To their respective insurers, including without limitation Pinnacle National Insurance Co. (for Cascade), as reasonably necessary to obtain insurance contributions, reimbursement, or coverage in connection with the Settlement Amount or the Action;

(c) As required by applicable federal, state, or local law, regulation, or regulatory requirement, including without limitation any securities disclosure obligations to which Cascade may be subject as a publicly traded company listed on the Nasdaq Stock Market (ticker symbol: CRHI), including disclosures required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder;

(d) In response to a valid subpoena, court order, or governmental investigation or inquiry, provided that the disclosing Party shall, to the extent legally permissible, give the other Party prompt written notice of such required disclosure (and in any event not less than ten (10) business days' prior written notice, if practicable) and a reasonable opportunity to seek a protective order, motion to quash, or other appropriate relief prior to such disclosure;

(e) As reasonably necessary to enforce the terms and provisions of this Agreement in any legal proceeding; and

(f) As otherwise agreed in writing by both Parties.

Section 6.3 — Public Statements. In the event that either Party is asked about the resolution of the Action by any member of the press, media, industry analyst, business partner, supplier, customer, or any other person or entity, such Party may state only that "the matter has been resolved to the mutual satisfaction of the parties" and shall not disclose the Settlement Amount, any other financial terms, or any other specific terms or conditions of this Agreement. Each Party shall use reasonable efforts to ensure that its officers, directors, employees, agents, representatives, and counsel comply with this limitation on public statements.

ARTICLE VII — NON-DISPARAGEMENT

Section 7.1 — Mutual Non-Disparagement. Each Party agrees that it shall not, and shall cause its officers, directors, and authorized spokespersons not to, directly or indirectly, make, publish, issue, or cause to be made, published, or issued any disparaging, derogatory, defamatory, or negative statements, comments, or remarks, whether written, oral, electronic, or in any other medium, about the other Party, its officers, directors, employees, products, services, business practices, financial condition, or corporate reputation, in connection with the Action, the events giving rise to the Action, the settlement of the Action, or this Agreement. For purposes of this Section 7.1, "disparaging" means any statement that is reasonably likely to diminish the reputation of the other Party or any of its officers, directors, employees, products, or services in the estimation of a reasonable person.

Section 7.2 — Scope. Without limiting the generality of Section 7.1, the non-disparagement obligation set forth herein applies specifically to the following individuals in their capacities as officers, directors, or authorized representatives of the respective Parties:

(a) On behalf of Vantor: Richard "Rick" Ellsworth (Founder and Chief Executive Officer), Patricia Sung (Chief Financial Officer), Thomas Brennecke (Executive Vice President, Supply Chain Operations), and Deborah Marcelino (Senior Vice President, Legal Affairs and General Counsel); and

(b) On behalf of Cascade: Margaret Prumvane (Chief Executive Officer), Raj Subramanian (President and Chief Operating Officer), Lena Torvik (Executive Vice President, Procurement and Strategic Sourcing), David Pruitt (General Counsel and Corporate Secretary), and Annika Bergström (Senior Vice President, Corporate Communications and Investor Relations).

Each Party shall use reasonable efforts to inform the individuals identified in this Section 7.2 of the non-disparagement obligations set forth herein.

Section 7.3 — Exceptions. The non-disparagement obligations set forth in this Article VII shall not apply to:

(a) Truthful testimony or statements compelled by a valid subpoena, court order, or other legal process in any judicial, arbitral, administrative, or regulatory proceeding;

(b) Communications with governmental agencies, regulatory authorities, or law enforcement agencies, including any statements made in response to inquiries from or investigations by the Securities and Exchange Commission, the Federal Trade Commission, or any state attorney general's office; or

(c) Statements made in the good-faith exercise of any Party's or individual's legal rights, including the filing of any complaint, charge, or report with any governmental agency.

ARTICLE VIII — NO INJUNCTIVE RELIEF; NO RESTRICTIONS ON FUTURE BUSINESS

Section 8.1 — No Injunctive Relief. This Agreement does not include, and shall not be construed to include, any form of injunctive, equitable, or declaratory relief of any kind or nature. Neither Party is enjoined, restrained, or otherwise restricted by this Agreement from engaging in any lawful business activity, and this Agreement shall not be interpreted as imposing any non-compete, non-solicitation, or similar restrictive covenant on either Party.

Section 8.2 — No Restrictions on Cascade's Supplier Relationships. Nothing in this Agreement shall restrict, limit, impair, or otherwise affect Cascade's right to enter into, maintain, renew, extend, modify, or expand supply agreements, purchase agreements, distribution agreements, or any other commercial arrangements with any supplier, manufacturer, distributor, or vendor, including but not limited to Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. The Parties acknowledge that, as of the Effective Date, Cascade maintains the following existing agreements with the Suppliers, and this Agreement shall not affect or modify such agreements in any respect:

(a) Supply Agreement with Hemsworth Consumer Products LLC, having a five (5)-year term, effective June 1, 2021, with an annual commitment of approximately Twenty-Eight Million Dollars ($28,000,000);

(b) Supply Agreement with Tridale Manufacturing Inc., having a three (3)-year term, effective August 15, 2021, with an annual commitment of approximately Nineteen Million Five Hundred Thousand Dollars ($19,500,000); and

(c) Supply Agreement with Orion Lifestyle Brands Corp., having a four (4)-year term, effective May 10, 2021, with an annual commitment of approximately Thirty-One Million Dollars ($31,000,000).

Section 8.3 — No Restrictions on Vantor's Supplier Relationships. Nothing in this Agreement shall restrict, limit, impair, or otherwise affect Vantor's right to enter into, maintain, renew, extend, modify, or expand supply agreements, purchase agreements, distribution agreements, or any other commercial arrangements with any supplier, manufacturer, distributor, or vendor, including but not limited to the right to pursue new exclusive supply arrangements or similar commercial relationships with any supplier, including the Suppliers.

ARTICLE IX — REPRESENTATIONS AND WARRANTIES

Section 9.1 — Authority. Each Party represents and warrants to the other Party that: (a) it is a corporation or other legal entity duly organized, validly existing, and in good standing under the laws of its state of incorporation or formation; (b) it has full corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby; (c) the execution, delivery, and performance of this Agreement by such Party has been duly authorized by all necessary corporate action, including any required approval by its board of directors or other governing body; and (d) this Agreement constitutes the valid, binding, and enforceable obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and to general principles of equity.

Section 9.2 — Signatory Authority. Each individual executing this Agreement on behalf of a Party represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such Party and that such execution and delivery will bind such Party to the terms and conditions set forth herein. For Cascade, this Agreement is executed by David Pruitt, in his capacity as General Counsel and Corporate Secretary, acting pursuant to authorization from the Board of Directors of Cascade Retail Holdings Inc. For Vantor, this Agreement is executed by Richard "Rick" Ellsworth, in his capacity as Founder and Chief Executive Officer, acting pursuant to authorization from the Board of Directors of Vantor Holdings Corp.

Section 9.3 — No Assignment of Claims. Each Party represents and warrants that, as of the Effective Date, it has not assigned, transferred, conveyed, pledged, hypothecated, or otherwise disposed of any of the Released Claims, or any interest therein, to any third party, and that no other person or entity has any interest in any of the Released Claims by virtue of any assignment, transfer, subrogation, or other transaction.

Section 9.4 — Voluntary Execution. Each Party represents and warrants that it has entered into this Agreement voluntarily and of its own free will, after careful consideration and deliberation, and after consultation with its legal counsel. Each Party represents that it has not been coerced, intimidated, threatened, or unduly influenced by any person, entity, or circumstance in making its decision to enter into this Agreement. Cascade acknowledges that it has been advised in connection with this Agreement and the Action by its counsel of record, Calderwood & Harkness LLP. Vantor acknowledges that it has been advised in connection with this Agreement and the Action by its counsel of record, Kessler, Brandt & Whitfield LLP.

Section 9.5 — Understanding of Terms. Each Party represents and warrants that it has read this Agreement in its entirety, that it fully understands all of the terms, conditions, and provisions contained herein, including the significance and legal consequences of the mutual releases set forth in Article IV and the waiver of California Civil Code Section 1542 set forth in Section 4.3, and that it has had a full and adequate opportunity to ask questions of its counsel and to negotiate the terms of this Agreement prior to execution.

ARTICLE X — INDEMNIFICATION

Section 10.1 — Indemnification by Vantor. Vantor agrees to indemnify, defend, and hold harmless the Cascade Released Parties from and against any and all claims, actions, suits, proceedings, demands, judgments, losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees and costs of litigation) arising out of or related to: (a) any breach by Vantor of any of its representations, warranties, covenants, or obligations under this Agreement; (b) any assertion by any third party of any claim that has been released by Vantor pursuant to Article IV; or (c) any misrepresentation by Vantor in connection with this Agreement.

Section 10.2 — Indemnification by Cascade. Cascade agrees to indemnify, defend, and hold harmless the Vantor Released Parties from and against any and all claims, actions, suits, proceedings, demands, judgments, losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees and costs of litigation) arising out of or related to: (a) any breach by Cascade of any of its representations, warranties, covenants, or obligations under this Agreement; (b) any assertion by any third party of any claim that has been released by Cascade pursuant to Article IV; or (c) any misrepresentation by Cascade in connection with this Agreement.

ARTICLE XI — MISCELLANEOUS PROVISIONS

Section 11.1 — Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of California, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction.

Section 11.2 — Jurisdiction and Venue. Any dispute, claim, or controversy arising out of, relating to, or in connection with this Agreement, including any dispute regarding the interpretation, validity, enforceability, or breach of this Agreement, shall be submitted to the exclusive jurisdiction of the Superior Court of the State of California, County of Los Angeles, which shall retain jurisdiction for the purpose of enforcing the terms and provisions of this Agreement pursuant to California Code of Civil Procedure Section 664.6. Each Party hereby irrevocably consents to the personal jurisdiction and venue of such Court and waives any objection to jurisdiction or venue, including any objection based on inconvenient forum.

Section 11.3 — Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof, including but not limited to the agreement in principle reached by the Parties on May 15, 2023. There are no representations, warranties, covenants, or undertakings other than those expressly set forth or referred to in this Agreement.

Section 11.4 — Amendments. This Agreement may not be amended, modified, supplemented, or otherwise altered except by a written instrument duly executed by both Parties. No oral modification, amendment, or waiver shall be effective for any purpose.

Section 11.5 — Waiver. No waiver of any provision of this Agreement, or of any right or remedy arising under this Agreement, shall be effective unless made in writing and signed by the Party against whom the waiver is sought to be enforced. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies.

Section 11.6 — Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and such remaining provisions shall be interpreted and applied to give effect, to the greatest extent possible, to the original intent of the Parties. In the event that any provision is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the original provision.

Section 11.7 — Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic mail in portable document format (.pdf) or by facsimile transmission shall be deemed to be, and shall be given the same legal force and effect as, delivery of an original executed counterpart. Electronic signatures and facsimile signatures shall be deemed original signatures for all purposes of this Agreement.

Section 11.8 — Notices. All notices, requests, demands, consents, waivers, 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 if: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; (c) sent by a nationally recognized overnight courier service (such as Severin Partners LLC or UPS); or (d) sent by electronic mail with confirmation of receipt. Notices shall be addressed as follows:

If to Cascade:

David Pruitt General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 2200 Elliott Avenue West, Suite 1400 Seattle, WA 98119

With a copy (which shall not constitute notice) to:

Douglas Carmichael, Partner Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, CA 90071

If to Vantor:

Richard "Rick" Ellsworth Founder & Chief Executive Officer Vantor Holdings Corp. 18500 Von Karman Avenue, Suite 600 Irvine, CA 92612

With a copy (which shall not constitute notice) to:

Martin Kessler, Senior Partner Kessler, Brandt & Whitfield LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, CA 90067

Either Party may change its address for purposes of this Section 11.8 by giving written notice to the other Party in accordance with this Section.

Section 11.9 — Attorneys' Fees. Except as otherwise expressly provided in this Agreement (including Article X), each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with the Action and this Agreement, including the costs of negotiating, drafting, and executing this Agreement. Notwithstanding the foregoing, in any action or proceeding to enforce any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

Section 11.10 — Construction. This Agreement has been negotiated by the Parties at arm's length, with each Party represented by independent legal counsel experienced in commercial litigation. No provision of this Agreement shall be construed or interpreted against any Party by reason of such Party having drafted, proposed, or requested such provision or any other provision of this Agreement. The language of this Agreement shall be construed according to its fair meaning and not strictly for or against any Party. As used in this Agreement: (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) references to "Sections" and "Articles" refer to the Sections and Articles of this Agreement.

Section 11.11 — No Third-Party Beneficiaries. Except for the Cascade Released Parties and the Vantor Released Parties, who are expressly intended to be third-party beneficiaries of the mutual releases set forth in Article IV of this Agreement and shall have the right to enforce such releases, this Agreement is not intended to, and shall not, confer any rights, benefits, or remedies of any kind or nature upon any person or entity other than the Parties and their respective successors and permitted assigns.

Section 11.12 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign, delegate, or otherwise transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, and any purported assignment or transfer without such consent shall be null, void, and of no force or effect. Notwithstanding the foregoing, either Party may assign this Agreement without the consent of the other Party to a successor entity in connection with a merger, consolidation, reorganization, or sale of all or substantially all of such Party's assets, provided that the assignee assumes all obligations of the assigning Party under this Agreement.

Section 11.13 — Cooperation. The Parties shall cooperate with each other in good faith to execute any additional documents, instruments, or agreements, and to take any additional actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Agreement, including without limitation the preparation, execution, and filing of the Joint Stipulation of Dismissal with Prejudice referenced in Article V, the provision of wire transfer instructions referenced in Section 2.2, and any filings or notifications required by applicable law or regulation.

Section 11.14 — Return or Destruction of Confidential Materials. Within sixty (60) calendar days following the Effective Date, each Party shall, at its sole option, either return to the producing Party or permanently destroy all confidential, proprietary, or trade-secret documents, materials, and information of the other Party that were obtained during the course of the Action, including but not limited to documents produced in discovery, deposition transcripts containing confidential information, and expert reports containing confidential information. Upon the request of the other Party, the destroying Party shall provide a written certification, signed by an authorized officer or counsel, confirming the completion of such destruction. Notwithstanding the foregoing, this obligation shall not extend to: (a) attorney work product created by a Party's counsel in connection with the Action; (b) court filings and other documents that are part of the public record of the Action; (c) documents that a Party is required by applicable law, regulation, or professional obligation to retain, including documents subject to any litigation hold or preservation obligation applicable to other pending or reasonably anticipated matters; or (d) electronic copies of documents that are retained on backup media in the ordinary course of a Party's information technology and records management practices, provided that such backup copies remain subject to the confidentiality obligations set forth in Article VI.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement and Mutual Release as of the Effective Date first written above.

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: David Pruitt

Title: General Counsel & Corporate Secretary

Date: June 12, 2023

VANTOR HOLDINGS CORP.

By: ________

Name: Richard "Rick" Ellsworth

Title: Founder & Chief Executive Officer

Date: June 12, 2023

APPROVED AS TO FORM AND CONTENT:

CALDERWOOD & HARKNESS LLP Counsel for Cascade Retail Holdings Inc.

By: ________

Name: Douglas Carmichael

Title: Partner

Date: June 12, 2023

KESSLER, BRANDT & WHITFIELD LLP Counsel for Vantor Holdings Corp.

By: ________

Name: Martin Kessler

Title: Senior Partner

Date: June 12, 2023

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of June 12, 2023 (the "Effective Date"), by and between:
Cascade Retail Holdings Inc., a Delaware corporation, with its principal place of business at 2200 Elliott Avenue West, Suite 1400, Seattle, WA 98119 ("Cascade" or "CRH"); and
Vantor Holdings Corp., a California corporation, with its principal place of business at 18500 Von Karman Avenue, Suite 600, Irvine, CA 92612 ("Vantor" or "VHC").
Cascade and Vantor are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. The Action. On September 7, 2021, Vantor filed a complaint against Cascade in the Superior Court of the State of California, County of Los Angeles, captioned Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872 (the "Action"). Cascade was duly served with the summons and complaint on September 28, 2021. The Action has been pending before the Honorable Sandra Gutierrez-Torres, Department 14 of the Los Angeles County Superior Court, Stanley Mosk Courthouse, since that time.
B. Claims Asserted. In the Action, Vantor asserted three causes of action against Cascade: (1) tortious interference with contractual relations; (2) tortious interference with prospective economic advantage; and (3) unfair business practices in violation of California Business and Professions Code Section 17200 et seq. Specifically, Vantor alleged that Cascade knowingly and intentionally induced three of Vantor's key consumer-goods suppliers — Hemsworth Consumer Products LLC ("Hemsworth"), Tridale Manufacturing Inc. ("Tridale"), and Orion Lifestyle Brands Corp. ("Orion") — to breach their respective exclusive supply agreements with Vantor by, among other things, offering substantially more favorable pricing and volume commitments to those suppliers through a coordinated procurement initiative that Cascade internally designated as "Project Atlas." Vantor alleged that, as a direct and proximate result of Cascade's conduct, Vantor suffered total damages in an amount of approximately Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000), comprising lost revenues, lost profits, increased procurement costs from replacement suppliers, and reputational harm.
C. Cascade's Defenses. Cascade denied all of the material allegations set forth in Vantor's complaint. On October 18, 2021, Cascade timely filed its answer and asserted numerous affirmative defenses, including, among others, that Cascade lacked actual or constructive knowledge of the exclusivity provisions contained in Vantor's supplier agreements, that the Suppliers independently and voluntarily chose to enter into supply agreements with Cascade based on legitimate business considerations, that the Suppliers properly exercised termination-for-convenience clauses contained in their respective agreements with Vantor prior to entering into agreements with Cascade, that Vantor's exclusivity provisions were unenforceable as unreasonable restraints on trade, and that Vantor failed to mitigate its alleged damages.
D. Partial Summary Judgment. On February 28, 2023, Cascade filed a motion for partial summary judgment on all three of Vantor's causes of action, supported by declarations, deposition transcripts, and documentary evidence obtained during the course of discovery. On April 14, 2023, after full briefing and oral argument, the Court entered an order (i) granting summary judgment in favor of Cascade on Vantor's third cause of action for unfair business practices under California Business and Professions Code Section 17200, finding that Vantor had failed to demonstrate a sufficient causal nexus between Cascade's alleged conduct and any injury to the public, and (ii) denying summary judgment as to Vantor's first and second causes of action for tortious interference with contractual relations and tortious interference with prospective economic advantage, respectively, finding that genuine issues of material fact remained as to Cascade's knowledge of the exclusivity provisions and intent to interfere.
E. Settlement Conference and Agreement in Principle. On April 28, 2023, the Parties participated in a mandatory settlement conference before the Honorable Margaret Chen (Ret.) at JAMS in Los Angeles, California. After a full day of mediation, the Parties were unable to reach a resolution at the conference. However, through subsequent negotiations conducted by their respective counsel, the Parties reached an agreement in principle on May 15, 2023, to settle and resolve the Action on the terms and conditions set forth in this Agreement.
F. Desire to Resolve. The Parties desire to fully and finally settle, compromise, and resolve any and all claims, counterclaims, causes of action, disputes, and controversies between them that have been asserted, or that could have been asserted, arising out of or in any way related to the Action, on the terms and conditions set forth in this Agreement. The Parties enter into this Agreement to avoid the expense, burden, inconvenience, and uncertainty of further litigation, without any admission of liability, wrongdoing, fault, or any violation of law by either Party.
G. Counsel. Cascade is represented in the Action and in connection with this Agreement by Calderwood & Harkness LLP (Douglas Carmichael, Responsible Partner; Francesca Morano, Billing Partner), with offices located at 600 South Grand Avenue, Suite 3200, Los Angeles, CA 90071. Vantor is represented in the Action and in connection with this Agreement by Kessler, Brandt & Whitfield LLP (Martin Kessler, Senior Partner; Natalie Whitfield, Partner), with offices located at 1999 Avenue of the Stars, Suite 2800, Los Angeles, CA 90067.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.
Section 1.1 — "Action." "Action" means the civil action captioned Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872, filed in and pending before the Superior Court of the State of California, County of Los Angeles, including all claims, cross-claims, counterclaims, and motions filed therein.
Section 1.2 — "Cascade Released Parties." "Cascade Released Parties" means, collectively, Cascade Retail Holdings Inc. and each of its past, present, and future officers, directors, employees, agents, representatives, subsidiaries, affiliates, parent entities, successors, assigns, attorneys (including Calderwood & Harkness LLP and all individual attorneys who have appeared or provided services in connection with the Action), accountants, auditors (including, without limitation, Granville & Associates, P.C.), insurers (including, without limitation, Pinnacle National Insurance Co.), consultants (including, without limitation, Archer & Colvin Consulting Group), and any other person or entity acting on behalf of or for the benefit of any of the foregoing.
Section 1.3 — "Vantor Released Parties." "Vantor Released Parties" means, collectively, Vantor Holdings Corp. and each of its past, present, and future officers, directors, employees, agents, representatives, subsidiaries, affiliates, parent entities, successors, assigns, attorneys (including Kessler, Brandt & Whitfield LLP and all individual attorneys who have appeared or provided services in connection with the Action), accountants, auditors, insurers, consultants (including, without limitation, Meridian Forensic Economics LLC), and any other person or entity acting on behalf of or for the benefit of any of the foregoing.
Section 1.4 — "Effective Date." "Effective Date" means June 12, 2023, the date first written above.
Section 1.5 — "Released Claims." "Released Claims" means any and all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, obligations, liabilities, losses, costs, expenses, and attorneys' fees, of every kind and nature whatsoever, whether known or unknown, asserted or unasserted, suspected or unsuspected, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured, at law, in equity, or otherwise, arising out of, relating to, or in any way connected with: (a) the Action; (b) the allegations, claims, defenses, and subject matter asserted or that could have been asserted in the Action; (c) the supplier relationships between Vantor and Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp., to the extent such relationships are the subject of or relate to the allegations in the Action; (d) the supplier relationships between Cascade and Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp., to the extent such relationships are the subject of or relate to the allegations in the Action; (e) Cascade's "Project Atlas" initiative as alleged in the Action; and (f) any conduct, acts, omissions, transactions, events, or occurrences alleged in the complaint, answer, or any pleading, motion, or discovery response filed in the Action or relating to the matters described therein.
Section 1.6 — "Settlement Amount." "Settlement Amount" means Fourteen Million Seven Hundred Fifty Thousand Dollars and No Cents ($14,750,000.00).
Section 1.7 — "Suppliers." "Suppliers" means, collectively: (a) Hemsworth Consumer Products LLC, an Oregon limited liability company with its principal place of business at 4720 NW Yeon Avenue, Portland, OR 97210; (b) Tridale Manufacturing Inc., a Nevada corporation with its principal place of business at 6300 South Pecos Road, Suite 210, Las Vegas, NV 89120; and (c) Orion Lifestyle Brands Corp., a California corporation with its principal place of business at 1900 Avenue of the Stars, Suite 1050, Los Angeles, CA 90067.
ARTICLE II — SETTLEMENT PAYMENT
Section 2.1 — Payment Amount. In consideration of the mutual covenants, releases, and agreements set forth in this Agreement, Cascade shall pay to Vantor the Settlement Amount of Fourteen Million Seven Hundred Fifty Thousand Dollars and No Cents ($14,750,000.00) in full and final satisfaction of all Released Claims. The Settlement Amount represents the total and complete consideration to be paid by Cascade or any of the Cascade Released Parties in connection with the settlement of the Action, and no additional amounts shall be owed or payable by Cascade or any Cascade Released Party to Vantor or any Vantor Released Party in connection with the Released Claims.
Section 2.2 — Payment Method and Timing. The Settlement Amount shall be paid by Cascade to Vantor by wire transfer of immediately available funds in United States Dollars to a bank account designated by Vantor in writing. Vantor shall provide Cascade with complete and accurate wire transfer instructions, including the name of the receiving financial institution, ABA routing number, account number, account name, and any required reference information, within five (5) business days following the full execution and delivery of this Agreement by both Parties. Cascade shall cause the wire transfer of the full Settlement Amount to be initiated within thirty (30) calendar days following the Effective Date. Cascade's payment obligation shall be deemed satisfied upon confirmation by Cascade's bank that the wire transfer has been initiated in accordance with the wire instructions provided by Vantor. In the event that Vantor fails to provide wire transfer instructions within the time period specified herein, the thirty (30) calendar day payment deadline shall be extended on a day-for-day basis until the wire instructions are received by Cascade.
Section 2.3 — Tax Treatment. The Parties make no representations or warranties regarding the tax characterization or tax treatment of the Settlement Amount under federal, state, local, or foreign tax law. Each Party shall be solely responsible for the payment of any and all taxes, including income taxes, penalties, and interest, owed by such Party in connection with the receipt or payment of the Settlement Amount. Vantor shall be solely responsible for determining whether the issuance of any IRS Form 1099 or other tax reporting form is required in connection with its receipt of the Settlement Amount, and, if so required, for the timely issuance thereof. Neither Party shall have any obligation to indemnify or hold harmless the other Party with respect to any tax liability arising from the receipt or payment of the Settlement Amount.
Section 2.4 — Source of Funds. The Settlement Amount shall be funded from Cascade's operating funds and applicable insurance proceeds. Notwithstanding the foregoing, the source or sources from which Cascade funds the Settlement Amount shall not affect, diminish, or otherwise modify Cascade's obligation to make timely payment of the full Settlement Amount to Vantor in accordance with Section 2.2. In the event that any insurer fails or refuses to fund any portion of the Settlement Amount, Cascade shall remain solely and fully responsible for payment of the entire Settlement Amount.
ARTICLE III — NON-ADMISSION OF LIABILITY
Section 3.1 — No Admission by Cascade. This Agreement, the payment of the Settlement Amount, and the settlement of the Action shall not constitute, and shall not be construed as, an admission of liability, wrongdoing, fault, negligence, or any violation of any statute, regulation, or rule of law by Cascade or any of the Cascade Released Parties. Cascade specifically and expressly denies all allegations of liability, wrongdoing, and fault asserted by Vantor in the Action. The Parties acknowledge that Cascade is entering into this Agreement solely to avoid the expense, burden, inconvenience, distraction, and uncertainty associated with continued litigation.
Section 3.2 — No Admission by Vantor. This Agreement shall not constitute, and shall not be construed as, a concession, admission, or acknowledgment by Vantor that any of its claims asserted in the Action lacked merit, were frivolous, were brought in bad faith, or were otherwise deficient in any respect. The Parties acknowledge that Vantor is entering into this Agreement in the exercise of its reasonable business judgment and in consideration of the Settlement Amount and the other terms and conditions set forth herein.
Section 3.3 — Inadmissibility. This Agreement, including all of its terms and conditions, the negotiations and discussions leading to the execution of this Agreement, the Settlement Amount, and any statements, offers, or representations made by either Party or its counsel during the course of settlement negotiations shall be inadmissible in any judicial, arbitral, administrative, or other legal proceeding for any purpose, including but not limited to as evidence of liability, wrongdoing, or the validity or invalidity of any claim or defense. Notwithstanding the foregoing, this Agreement may be introduced into evidence and used in any proceeding to enforce the terms and provisions of this Agreement, to enforce the Joint Stipulation of Dismissal with Prejudice referenced in Article V, or to assert the releases set forth in Article IV as a defense to any claim.
ARTICLE IV — MUTUAL RELEASE
Section 4.1 — Release by Vantor. Effective upon the Effective Date and conditioned upon Cascade's timely payment of the Settlement Amount in accordance with Article II, Vantor, on behalf of itself, its successors, assigns, and each of the Vantor Released Parties, hereby fully, finally, unconditionally, and irrevocably releases, acquits, and forever discharges Cascade and each of the Cascade Released Parties from any and all Released Claims, including but not limited to:
(a) Vantor's first cause of action for tortious interference with contractual relations, as asserted in the Action;
(b) Vantor's second cause of action for tortious interference with prospective economic advantage, as asserted in the Action;
(c) Vantor's third cause of action for unfair business practices under California Business and Professions Code Section 17200 et seq., as asserted in the Action (which cause of action was dismissed by the Court's order of April 14, 2023, granting Cascade's motion for partial summary judgment);
(d) Any and all claims, whether or not asserted in the Action, arising from or related to the supplier relationships between Vantor and each of the Suppliers — Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. — to the extent such claims relate to the subject matter of the Action;
(e) Any and all claims, whether or not asserted in the Action, arising from or related to Cascade's "Project Atlas" initiative, including any procurement activities, negotiations, or agreements entered into by Cascade with any of the Suppliers; and
(f) Any and all claims for damages, including but not limited to compensatory damages, consequential damages, lost profits, punitive damages, statutory damages, restitution, disgorgement, injunctive relief, declaratory relief, attorneys' fees, costs, and interest, arising out of or related to any of the foregoing.
Section 4.2 — Release by Cascade. Effective upon the Effective Date, Cascade, on behalf of itself, its successors, assigns, and each of the Cascade Released Parties, hereby fully, finally, unconditionally, and irrevocably releases, acquits, and forever discharges Vantor and each of the Vantor Released Parties from any and all Released Claims, including but not limited to:
(a) Any claims for malicious prosecution arising out of or related to the filing or prosecution of the Action;
(b) Any claims for abuse of process arising out of or related to the Action;
(c) Any claims for tortious interference, defamation, trade libel, or unfair competition arising out of or related to statements, allegations, or conduct by Vantor or any Vantor Released Party in connection with the Action or the events giving rise to the Action;
(d) Any claims for attorneys' fees, costs, or sanctions arising out of or related to the Action; and
(e) Any and all other claims, whether known or unknown, suspected or unsuspected, arising out of or related to the Action or the subject matter thereof.
Section 4.3 — Waiver of California Civil Code Section 1542. Each Party acknowledges that it has been advised by its counsel regarding the provisions of Section 1542 of the California Civil Code. Each Party expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil Code, which provides as follows:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Each Party understands and acknowledges the significance and consequence of this specific waiver of Section 1542 of the California Civil Code. Each Party acknowledges that it may discover facts different from, or in addition to, those it now knows or believes to be true with respect to the Released Claims, the subject matter of this Agreement, or the Action, and each Party agrees that this Agreement shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof. Each Party assumes the risk of any mistake of fact or law with respect to any Released Claim, and each Party agrees that this release is intended to be, and is, a full and final release of the Released Claims regardless of any such mistake.
Section 4.4 — Scope of Release. The mutual releases set forth in this Article IV extend to all Released Claims, regardless of the legal or equitable theory upon which such claims are or could be based, including but not limited to claims based on contract (whether express, implied, or quasi-contractual), tort (whether intentional, negligent, or strict liability), statute, regulation, ordinance, or any other legal or equitable theory, and regardless of whether such claims arise under federal, state, or local law, including but not limited to claims under the California Business and Professions Code (including Section 17200 et seq.), the California Civil Code, the California Commercial Code, the Lanham Act, and the common law of any jurisdiction. The Parties intend that the releases set forth herein be construed as broadly as possible to effectuate the Parties' intent to fully and finally resolve all disputes between them relating to the Action and the subject matter thereof.
ARTICLE V — DISMISSAL OF ACTION
Section 5.1 — Stipulation of Dismissal. Within ten (10) business days following the Effective Date, the Parties shall execute, or shall cause their respective counsel of record to prepare, execute, and file with the Superior Court of the State of California, County of Los Angeles, a Joint Stipulation of Dismissal with Prejudice (the "Stipulation of Dismissal") in the Action (Case No. 21STCV-34872), dismissing with prejudice all claims, counterclaims, and cross-claims asserted in the Action. The Stipulation of Dismissal shall provide that each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with the Action, except as otherwise expressly provided in this Agreement. The Parties shall cooperate in good faith to prepare and file the Stipulation of Dismissal in a form acceptable to both Parties and their respective counsel.
Section 5.2 — Court Retention of Jurisdiction. The Stipulation of Dismissal filed pursuant to Section 5.1 shall expressly provide that the Superior Court of the State of California, County of Los Angeles, shall retain jurisdiction over the Parties and the subject matter of this Agreement for the purpose of enforcing the terms and provisions of this Agreement, including the settlement payment obligations set forth in Article II, pursuant to California Code of Civil Procedure Section 664.6. The Parties consent to such continued jurisdiction and agree not to oppose any motion to enforce this Agreement brought pursuant to Section 664.6 on the ground that the Court lacks jurisdiction.
ARTICLE VI — CONFIDENTIALITY
Section 6.1 — Confidential Terms. The Parties agree that the terms and conditions of this Agreement, including without limitation the Settlement Amount, the payment terms, the specific provisions of the mutual releases, and any information exchanged between the Parties during settlement negotiations, shall be and shall remain strictly confidential and shall not be disclosed, disseminated, published, or otherwise communicated to any third party, except as expressly set forth in Section 6.2 below. Each Party shall take all reasonable steps to ensure that its officers, directors, employees, agents, and representatives comply with the confidentiality obligations set forth in this Section 6.1.
Section 6.2 — Permitted Disclosures. Notwithstanding Section 6.1, the Parties may disclose the terms and conditions of this Agreement under the following circumstances:
(a) To their respective attorneys, accountants, auditors, tax advisors, and financial advisors who have a reasonable need to know such information in connection with the provision of professional services to the disclosing Party, provided that such persons are informed of the confidential nature of this Agreement and agree to maintain the confidentiality thereof;
(b) To their respective insurers, including without limitation Pinnacle National Insurance Co. (for Cascade), as reasonably necessary to obtain insurance contributions, reimbursement, or coverage in connection with the Settlement Amount or the Action;
(c) As required by applicable federal, state, or local law, regulation, or regulatory requirement, including without limitation any securities disclosure obligations to which Cascade may be subject as a publicly traded company listed on the Nasdaq Stock Market (ticker symbol: CRHI), including disclosures required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder;
(d) In response to a valid subpoena, court order, or governmental investigation or inquiry, provided that the disclosing Party shall, to the extent legally permissible, give the other Party prompt written notice of such required disclosure (and in any event not less than ten (10) business days' prior written notice, if practicable) and a reasonable opportunity to seek a protective order, motion to quash, or other appropriate relief prior to such disclosure;
(e) As reasonably necessary to enforce the terms and provisions of this Agreement in any legal proceeding; and
(f) As otherwise agreed in writing by both Parties.
Section 6.3 — Public Statements. In the event that either Party is asked about the resolution of the Action by any member of the press, media, industry analyst, business partner, supplier, customer, or any other person or entity, such Party may state only that "the matter has been resolved to the mutual satisfaction of the parties" and shall not disclose the Settlement Amount, any other financial terms, or any other specific terms or conditions of this Agreement. Each Party shall use reasonable efforts to ensure that its officers, directors, employees, agents, representatives, and counsel comply with this limitation on public statements.
ARTICLE VII — NON-DISPARAGEMENT
Section 7.1 — Mutual Non-Disparagement. Each Party agrees that it shall not, and shall cause its officers, directors, and authorized spokespersons not to, directly or indirectly, make, publish, issue, or cause to be made, published, or issued any disparaging, derogatory, defamatory, or negative statements, comments, or remarks, whether written, oral, electronic, or in any other medium, about the other Party, its officers, directors, employees, products, services, business practices, financial condition, or corporate reputation, in connection with the Action, the events giving rise to the Action, the settlement of the Action, or this Agreement. For purposes of this Section 7.1, "disparaging" means any statement that is reasonably likely to diminish the reputation of the other Party or any of its officers, directors, employees, products, or services in the estimation of a reasonable person.
Section 7.2 — Scope. Without limiting the generality of Section 7.1, the non-disparagement obligation set forth herein applies specifically to the following individuals in their capacities as officers, directors, or authorized representatives of the respective Parties:
(a) On behalf of Vantor: Richard "Rick" Ellsworth (Founder and Chief Executive Officer), Patricia Sung (Chief Financial Officer), Thomas Brennecke (Executive Vice President, Supply Chain Operations), and Deborah Marcelino (Senior Vice President, Legal Affairs and General Counsel); and
(b) On behalf of Cascade: Margaret Prumvane (Chief Executive Officer), Raj Subramanian (President and Chief Operating Officer), Lena Torvik (Executive Vice President, Procurement and Strategic Sourcing), David Pruitt (General Counsel and Corporate Secretary), and Annika Bergström (Senior Vice President, Corporate Communications and Investor Relations).
Each Party shall use reasonable efforts to inform the individuals identified in this Section 7.2 of the non-disparagement obligations set forth herein.
Section 7.3 — Exceptions. The non-disparagement obligations set forth in this Article VII shall not apply to:
(a) Truthful testimony or statements compelled by a valid subpoena, court order, or other legal process in any judicial, arbitral, administrative, or regulatory proceeding;
(b) Communications with governmental agencies, regulatory authorities, or law enforcement agencies, including any statements made in response to inquiries from or investigations by the Securities and Exchange Commission, the Federal Trade Commission, or any state attorney general's office; or
(c) Statements made in the good-faith exercise of any Party's or individual's legal rights, including the filing of any complaint, charge, or report with any governmental agency.
ARTICLE VIII — NO INJUNCTIVE RELIEF; NO RESTRICTIONS ON FUTURE BUSINESS
Section 8.1 — No Injunctive Relief. This Agreement does not include, and shall not be construed to include, any form of injunctive, equitable, or declaratory relief of any kind or nature. Neither Party is enjoined, restrained, or otherwise restricted by this Agreement from engaging in any lawful business activity, and this Agreement shall not be interpreted as imposing any non-compete, non-solicitation, or similar restrictive covenant on either Party.
Section 8.2 — No Restrictions on Cascade's Supplier Relationships. Nothing in this Agreement shall restrict, limit, impair, or otherwise affect Cascade's right to enter into, maintain, renew, extend, modify, or expand supply agreements, purchase agreements, distribution agreements, or any other commercial arrangements with any supplier, manufacturer, distributor, or vendor, including but not limited to Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. The Parties acknowledge that, as of the Effective Date, Cascade maintains the following existing agreements with the Suppliers, and this Agreement shall not affect or modify such agreements in any respect:
(a) Supply Agreement with Hemsworth Consumer Products LLC, having a five (5)-year term, effective June 1, 2021, with an annual commitment of approximately Twenty-Eight Million Dollars ($28,000,000);
(b) Supply Agreement with Tridale Manufacturing Inc., having a three (3)-year term, effective August 15, 2021, with an annual commitment of approximately Nineteen Million Five Hundred Thousand Dollars ($19,500,000); and
(c) Supply Agreement with Orion Lifestyle Brands Corp., having a four (4)-year term, effective May 10, 2021, with an annual commitment of approximately Thirty-One Million Dollars ($31,000,000).
Section 8.3 — No Restrictions on Vantor's Supplier Relationships. Nothing in this Agreement shall restrict, limit, impair, or otherwise affect Vantor's right to enter into, maintain, renew, extend, modify, or expand supply agreements, purchase agreements, distribution agreements, or any other commercial arrangements with any supplier, manufacturer, distributor, or vendor, including but not limited to the right to pursue new exclusive supply arrangements or similar commercial relationships with any supplier, including the Suppliers.
ARTICLE IX — REPRESENTATIONS AND WARRANTIES
Section 9.1 — Authority. Each Party represents and warrants to the other Party that: (a) it is a corporation or other legal entity duly organized, validly existing, and in good standing under the laws of its state of incorporation or formation; (b) it has full corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby; (c) the execution, delivery, and performance of this Agreement by such Party has been duly authorized by all necessary corporate action, including any required approval by its board of directors or other governing body; and (d) this Agreement constitutes the valid, binding, and enforceable obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and to general principles of equity.
Section 9.2 — Signatory Authority. Each individual executing this Agreement on behalf of a Party represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such Party and that such execution and delivery will bind such Party to the terms and conditions set forth herein. For Cascade, this Agreement is executed by David Pruitt, in his capacity as General Counsel and Corporate Secretary, acting pursuant to authorization from the Board of Directors of Cascade Retail Holdings Inc. For Vantor, this Agreement is executed by Richard "Rick" Ellsworth, in his capacity as Founder and Chief Executive Officer, acting pursuant to authorization from the Board of Directors of Vantor Holdings Corp.
Section 9.3 — No Assignment of Claims. Each Party represents and warrants that, as of the Effective Date, it has not assigned, transferred, conveyed, pledged, hypothecated, or otherwise disposed of any of the Released Claims, or any interest therein, to any third party, and that no other person or entity has any interest in any of the Released Claims by virtue of any assignment, transfer, subrogation, or other transaction.
Section 9.4 — Voluntary Execution. Each Party represents and warrants that it has entered into this Agreement voluntarily and of its own free will, after careful consideration and deliberation, and after consultation with its legal counsel. Each Party represents that it has not been coerced, intimidated, threatened, or unduly influenced by any person, entity, or circumstance in making its decision to enter into this Agreement. Cascade acknowledges that it has been advised in connection with this Agreement and the Action by its counsel of record, Calderwood & Harkness LLP. Vantor acknowledges that it has been advised in connection with this Agreement and the Action by its counsel of record, Kessler, Brandt & Whitfield LLP.
Section 9.5 — Understanding of Terms. Each Party represents and warrants that it has read this Agreement in its entirety, that it fully understands all of the terms, conditions, and provisions contained herein, including the significance and legal consequences of the mutual releases set forth in Article IV and the waiver of California Civil Code Section 1542 set forth in Section 4.3, and that it has had a full and adequate opportunity to ask questions of its counsel and to negotiate the terms of this Agreement prior to execution.
ARTICLE X — INDEMNIFICATION
Section 10.1 — Indemnification by Vantor. Vantor agrees to indemnify, defend, and hold harmless the Cascade Released Parties from and against any and all claims, actions, suits, proceedings, demands, judgments, losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees and costs of litigation) arising out of or related to: (a) any breach by Vantor of any of its representations, warranties, covenants, or obligations under this Agreement; (b) any assertion by any third party of any claim that has been released by Vantor pursuant to Article IV; or (c) any misrepresentation by Vantor in connection with this Agreement.
Section 10.2 — Indemnification by Cascade. Cascade agrees to indemnify, defend, and hold harmless the Vantor Released Parties from and against any and all claims, actions, suits, proceedings, demands, judgments, losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees and costs of litigation) arising out of or related to: (a) any breach by Cascade of any of its representations, warranties, covenants, or obligations under this Agreement; (b) any assertion by any third party of any claim that has been released by Cascade pursuant to Article IV; or (c) any misrepresentation by Cascade in connection with this Agreement.
ARTICLE XI — MISCELLANEOUS PROVISIONS
Section 11.1 — Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of California, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction.
Section 11.2 — Jurisdiction and Venue. Any dispute, claim, or controversy arising out of, relating to, or in connection with this Agreement, including any dispute regarding the interpretation, validity, enforceability, or breach of this Agreement, shall be submitted to the exclusive jurisdiction of the Superior Court of the State of California, County of Los Angeles, which shall retain jurisdiction for the purpose of enforcing the terms and provisions of this Agreement pursuant to California Code of Civil Procedure Section 664.6. Each Party hereby irrevocably consents to the personal jurisdiction and venue of such Court and waives any objection to jurisdiction or venue, including any objection based on inconvenient forum.
Section 11.3 — Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof, including but not limited to the agreement in principle reached by the Parties on May 15, 2023. There are no representations, warranties, covenants, or undertakings other than those expressly set forth or referred to in this Agreement.
Section 11.4 — Amendments. This Agreement may not be amended, modified, supplemented, or otherwise altered except by a written instrument duly executed by both Parties. No oral modification, amendment, or waiver shall be effective for any purpose.
Section 11.5 — Waiver. No waiver of any provision of this Agreement, or of any right or remedy arising under this Agreement, shall be effective unless made in writing and signed by the Party against whom the waiver is sought to be enforced. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies.
Section 11.6 — Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and such remaining provisions shall be interpreted and applied to give effect, to the greatest extent possible, to the original intent of the Parties. In the event that any provision is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the original provision.
Section 11.7 — Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic mail in portable document format (.pdf) or by facsimile transmission shall be deemed to be, and shall be given the same legal force and effect as, delivery of an original executed counterpart. Electronic signatures and facsimile signatures shall be deemed original signatures for all purposes of this Agreement.
Section 11.8 — Notices. All notices, requests, demands, consents, waivers, 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 if: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; (c) sent by a nationally recognized overnight courier service (such as Severin Partners LLC or UPS); or (d) sent by electronic mail with confirmation of receipt. Notices shall be addressed as follows:
If to Cascade:
David Pruitt General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 2200 Elliott Avenue West, Suite 1400 Seattle, WA 98119
With a copy (which shall not constitute notice) to:
Douglas Carmichael, Partner Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, CA 90071
If to Vantor:
Richard "Rick" Ellsworth Founder & Chief Executive Officer Vantor Holdings Corp. 18500 Von Karman Avenue, Suite 600 Irvine, CA 92612
With a copy (which shall not constitute notice) to:
Martin Kessler, Senior Partner Kessler, Brandt & Whitfield LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, CA 90067
Either Party may change its address for purposes of this Section 11.8 by giving written notice to the other Party in accordance with this Section.
Section 11.9 — Attorneys' Fees. Except as otherwise expressly provided in this Agreement (including Article X), each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with the Action and this Agreement, including the costs of negotiating, drafting, and executing this Agreement. Notwithstanding the foregoing, in any action or proceeding to enforce any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
Section 11.10 — Construction. This Agreement has been negotiated by the Parties at arm's length, with each Party represented by independent legal counsel experienced in commercial litigation. No provision of this Agreement shall be construed or interpreted against any Party by reason of such Party having drafted, proposed, or requested such provision or any other provision of this Agreement. The language of this Agreement shall be construed according to its fair meaning and not strictly for or against any Party. As used in this Agreement: (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) references to "Sections" and "Articles" refer to the Sections and Articles of this Agreement.
Section 11.11 — No Third-Party Beneficiaries. Except for the Cascade Released Parties and the Vantor Released Parties, who are expressly intended to be third-party beneficiaries of the mutual releases set forth in Article IV of this Agreement and shall have the right to enforce such releases, this Agreement is not intended to, and shall not, confer any rights, benefits, or remedies of any kind or nature upon any person or entity other than the Parties and their respective successors and permitted assigns.
Section 11.12 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign, delegate, or otherwise transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, and any purported assignment or transfer without such consent shall be null, void, and of no force or effect. Notwithstanding the foregoing, either Party may assign this Agreement without the consent of the other Party to a successor entity in connection with a merger, consolidation, reorganization, or sale of all or substantially all of such Party's assets, provided that the assignee assumes all obligations of the assigning Party under this Agreement.
Section 11.13 — Cooperation. The Parties shall cooperate with each other in good faith to execute any additional documents, instruments, or agreements, and to take any additional actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Agreement, including without limitation the preparation, execution, and filing of the Joint Stipulation of Dismissal with Prejudice referenced in Article V, the provision of wire transfer instructions referenced in Section 2.2, and any filings or notifications required by applicable law or regulation.
Section 11.14 — Return or Destruction of Confidential Materials. Within sixty (60) calendar days following the Effective Date, each Party shall, at its sole option, either return to the producing Party or permanently destroy all confidential, proprietary, or trade-secret documents, materials, and information of the other Party that were obtained during the course of the Action, including but not limited to documents produced in discovery, deposition transcripts containing confidential information, and expert reports containing confidential information. Upon the request of the other Party, the destroying Party shall provide a written certification, signed by an authorized officer or counsel, confirming the completion of such destruction. Notwithstanding the foregoing, this obligation shall not extend to: (a) attorney work product created by a Party's counsel in connection with the Action; (b) court filings and other documents that are part of the public record of the Action; (c) documents that a Party is required by applicable law, regulation, or professional obligation to retain, including documents subject to any litigation hold or preservation obligation applicable to other pending or reasonably anticipated matters; or (d) electronic copies of documents that are retained on backup media in the ordinary course of a Party's information technology and records management practices, provided that such backup copies remain subject to the confidentiality obligations set forth in Article VI.
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IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement and Mutual Release as of the Effective Date first written above.
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: David Pruitt
Title: General Counsel & Corporate Secretary
Date: June 12, 2023
VANTOR HOLDINGS CORP.
By: ________
Name: Richard "Rick" Ellsworth
Title: Founder & Chief Executive Officer
Date: June 12, 2023
APPROVED AS TO FORM AND CONTENT:
CALDERWOOD & HARKNESS LLP Counsel for Cascade Retail Holdings Inc.
By: ________
Name: Douglas Carmichael
Title: Partner
Date: June 12, 2023
KESSLER, BRANDT & WHITFIELD LLP Counsel for Vantor Holdings Corp.
By: ________
Name: Martin Kessler
Title: Senior Partner
Date: June 12, 2023

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

RECITALS

WHEREAS:

CASCADE RETAIL HOLDINGS INC.

VANTOR HOLDINGS CORP.

APPROVED AS TO FORM AND CONTENT:

Record

Parties

Dates

Amounts