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ASSIGNMENT AND ASSUMPTION AGREEMENT

by and between

EverGreen Market Co. LLC and Cascade Retail Holdings Inc. (collectively, the "Assignors")

and

Ridgeline Consumer Partners LLC (the "Assignee")

Dated as of July 18, 2025

Reference is made to that certain Asset Purchase Agreement, dated as of June 13, 2025 (the "Purchase Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Cascade" or "Parent Seller"), EverGreen Market Co. LLC, a Delaware limited liability company and wholly owned subsidiary of Cascade ("EverGreen" or "Company Seller," and together with Cascade, the "Sellers" or "Assignors"), and Ridgeline Consumer Partners LLC, a Delaware limited liability company ("Buyer" or "Assignee").

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of July 18, 2025, by and between EverGreen Market Co. LLC, a Delaware limited liability company ("EverGreen"), Cascade Retail Holdings Inc., a Delaware corporation ("Cascade," and together with EverGreen, the "Assignors"), and Ridgeline Consumer Partners LLC, a Delaware limited liability company (the "Assignee").

RECITALS

WHEREAS, Cascade Retail Holdings Inc. is a Delaware corporation, publicly traded on the Nasdaq Global Select Market under the ticker symbol "CRHI," with its principal executive offices located at 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119, and is the sole member of EverGreen Market Co. LLC, a Delaware limited liability company with its principal office located at 1025 NW Lovejoy Street, Suite 300, Portland, Oregon 97209;

WHEREAS, EverGreen Market Co. LLC operates thirty-four (34) natural and organic grocery stores, consisting of twenty-two (22) stores located throughout the State of Oregon and twelve (12) stores located in Northern California, together with one (1) distribution center facility comprising approximately forty-eight thousand (48,000) square feet located at 19800 SW Cipole Road, Tualatin, Oregon 97062 (such grocery stores and distribution center, together with the related operations, collectively, the "Business");

WHEREAS, Ridgeline Consumer Partners LLC is a Delaware limited liability company with its principal office located at 900 SW Fifth Avenue, Suite 2600, Portland, Oregon 97204;

WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of June 13, 2025, by and among Cascade, EverGreen, and the Assignee (the "Purchase Agreement"), the Sellers agreed to sell, assign, transfer, convey, and deliver to the Buyer substantially all of the assets used or held for use in the operation of the Business (the "Purchased Assets") for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), and the Buyer agreed to assume certain liabilities of the Business in connection therewith, all as more fully set forth in the Purchase Agreement;

WHEREAS, the Purchase Agreement provides that at the Closing (as defined therein), the Assignors shall execute and deliver to the Assignee this Assignment and Assumption Agreement to assign, transfer, convey, and deliver to the Assignee all of the Assignors' right, title, and interest in, to, and under the Assumed Contracts (as defined herein), and the Assignee shall assume and agree to pay, perform, and discharge all of the Assumed Liabilities (as defined herein), each as defined in the Purchase Agreement; and

WHEREAS, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

"Assumed Contracts" shall have the meaning ascribed to such term in the Purchase Agreement, and shall encompass all contracts, agreements, leases, licenses, commitments, purchase orders, and other arrangements listed on Schedule A attached hereto and incorporated herein by reference, all of which constitute a subset of the Purchased Assets as defined in the Purchase Agreement.

"Assumed Liabilities" shall have the meaning ascribed to such term in the Purchase Agreement, and shall encompass all liabilities and obligations listed on Schedule B attached hereto and incorporated herein by reference, which the Assignee has agreed to assume, pay, perform, and discharge pursuant to the Purchase Agreement and this Agreement.

"Closing" means the closing of the transactions contemplated by the Purchase Agreement, occurring on the Closing Date.

"Closing Date" means the date hereof, being July 18, 2025.

"Excluded Liabilities" shall have the meaning ascribed to such term in the Purchase Agreement.

"Purchase Agreement" means that certain Asset Purchase Agreement, dated as of June 13, 2025, by and among Cascade Retail Holdings Inc., EverGreen Market Co. LLC, and Ridgeline Consumer Partners LLC, as may be amended, modified, or supplemented from time to time in accordance with its terms.

"Transaction Documents" shall have the meaning ascribed to such term in the Purchase Agreement.

"Transferred Employees" shall have the meaning ascribed to such term in the Purchase Agreement.

Section 1.2 — Terms Defined in Purchase Agreement

All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. In the event that any capitalized term is defined both in this Agreement and in the Purchase Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement, except as otherwise expressly provided herein.

Section 1.3 — Construction

The rules of interpretation set forth in the Purchase Agreement shall apply to this Agreement, mutatis mutandis, as if set forth herein in their entirety. Without limiting the generality of the foregoing:

(a) References in this Agreement to any Section, Article, Schedule, or Exhibit are references to the applicable Section, Article, Schedule, or Exhibit of or to this Agreement, unless otherwise specified.

(b) The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(c) The use of the word "including" (and correlative words such as "include" and "includes") shall in all cases mean "including, without limitation," unless the context clearly requires otherwise.

(d) Words in the singular shall include the plural, and words in the plural shall include the singular, in each case as the context requires.

(e) References to any gender shall include all genders.

(f) References to any statute, rule, or regulation shall include any amendments, modifications, successor statutes, rules, or regulations thereto.

(g) The headings and captions in this Agreement are for convenience and reference purposes only and shall not be considered a part of, or affect the construction or interpretation of, any provision of this Agreement.

ARTICLE II — ASSIGNMENT

Section 2.1 — Assignment of Assumed Contracts

Effective as of the Closing, each Assignor hereby irrevocably assigns, transfers, conveys, and delivers to the Assignee all of such Assignor's right, title, and interest in, to, and under the Assumed Contracts, as listed on Schedule A attached hereto and incorporated herein by reference. Such assignment includes, without limitation, the right to receive all benefits accruing under the Assumed Contracts and the right to exercise all rights, privileges, and remedies available to such Assignor under the Assumed Contracts, in each case arising on or after the Closing Date.

The Assumed Contracts being assigned hereunder include the following categories of contracts and agreements:

(a) Real Property Leases. All thirty-four (34) store leases for the EverGreen Market retail locations, consisting of twenty-two (22) store leases for locations in the State of Oregon and twelve (12) store leases for locations in Northern California, together with all amendments, modifications, extensions, renewals, supplements, side letters, and related agreements thereto, as set forth on Schedule A-1 attached hereto. In addition, the lease for the distribution center facility comprising approximately forty-eight thousand (48,000) square feet located at 19800 SW Cipole Road, Tualatin, Oregon 97062 (lease expiration date: March 31, 2029; annual base rent: Five Hundred Seventy-Six Thousand Dollars ($576,000)), together with all amendments, modifications, extensions, renewals, supplements, side letters, and related agreements thereto, is also set forth on Schedule A-1.

(b) Vendor and Supplier Contracts. Twelve (12) key vendor and supplier contracts used in the operation of the Business, including, without limitation, that certain supply agreement with Clearfield Organics Distribution Co. (the largest supplier to the Business, representing approximately eighteen percent (18%) of cost of goods sold for the trailing twelve-month period ended March 31, 2025), as set forth on Schedule A-2 attached hereto.

(c) Private-Label Manufacturing Agreement. That certain manufacturing agreement with Northstar Foods Co. LLC, a limited liability company organized under the laws of the State of Oregon, with its principal office in Portland, Oregon, for the manufacturing, packaging, and distribution of EverGreen-branded private-label products, as set forth on Schedule A-2 attached hereto.

(d) Technology and Systems Licenses. That certain point-of-sale and inventory management system license agreement with Meridian Commerce Solutions Inc., as set forth on Schedule A-3 attached hereto.

(e) Other Contracts. All other contracts, agreements, commitments, purchase orders, arrangements, and understandings relating to the Business that constitute Purchased Assets under the Purchase Agreement and are listed on Schedule A-4 attached hereto.

Section 2.2 — Effective Date of Assignment

All assignments effected pursuant to this Article II shall be effective as of the Closing Date. From and after the Closing Date, the Assignee shall be entitled to all rights, interests, and benefits of the Assignors under the Assumed Contracts, and the Assignors shall have no further right, title, or interest in, to, or under the Assumed Contracts, except as otherwise expressly set forth in the Purchase Agreement or any other Transaction Document.

Section 2.3 — Consents to Assignment

The parties hereby acknowledge and agree that certain of the Assumed Contracts require the consent, approval, or waiver of the counterparty thereto (or, in the case of real property leases, the applicable landlord) in order for such Assumed Contract to be validly assigned to the Assignee (each, a "Required Consent"). As of the date hereof, the Assignors have obtained twenty-eight (28) of the thirty-five (35) Required Consents relating to the real property leases listed on Schedule A-1, and seven (7) such Required Consents remain pending. The parties further acknowledge that the Purchase Agreement includes, as a condition to the Closing, the requirement that a minimum of thirty-two (32) of the thirty-five (35) Required Consents for the real property leases shall have been obtained, which condition has been satisfied as of the date hereof.

To the extent that any Assumed Contract is not assignable without the consent of the other party thereto, and such consent has not been obtained as of the Closing Date, this Agreement shall not constitute an assignment or an attempted assignment of such Assumed Contract if such assignment or attempted assignment would constitute a breach or violation thereof or would otherwise be unlawful. Nothing in this Agreement shall be deemed to constitute an undertaking by any party to breach or violate any contractual obligation or any applicable law, rule, or regulation.

The Assignors and the Assignee shall use commercially reasonable efforts to obtain any Required Consent that has not been obtained as of the Closing Date, as promptly as practicable following the Closing Date. Each party shall bear its own costs and expenses in connection with such efforts, except as otherwise provided in the Purchase Agreement.

Pending the receipt of any Required Consent that has not been obtained as of the Closing Date, the Assignors and the Assignee shall cooperate in good faith to enter into a mutually agreeable arrangement under which the Assignee would obtain the economic benefits and assume the obligations and burdens of the applicable Assumed Contract, in accordance with the Purchase Agreement, including, without limitation, through subcontracting, sublicensing, sub-leasing, or similar arrangements, as applicable. The Assignors shall, at the Assignee's cost, act as the Assignee's agent or otherwise take such actions as the Assignee may reasonably request in order to provide the Assignee with the benefits of the applicable Assumed Contract, subject to and in compliance with the terms thereof.

ARTICLE III — ASSUMPTION

Section 3.1 — Assumption of Assumed Liabilities

Effective as of the Closing, the Assignee hereby assumes and agrees to pay, perform, and discharge when due all of the Assumed Liabilities, as more fully described in the Purchase Agreement and as set forth on Schedule B attached hereto, including, without limitation, the following:

(a) Trade Payables and Accrued Liabilities. All trade payables and accrued liabilities of the Business arising in the ordinary course of business on or after the Closing Date, which are estimated to be approximately Three Million Nine Hundred Thousand Dollars ($3,900,000) as of the Closing Date. For the avoidance of doubt, the Assignee shall be responsible for the payment and discharge of all such trade payables and accrued liabilities in accordance with their respective terms.

(b) Post-Closing Lease Obligations. All obligations of the applicable Assignor under the Assumed Contracts that are real property leases (consisting of the thirty-four (34) store leases and the one (1) distribution center lease at the Tualatin facility) arising from and after the Closing Date, including, without limitation, the obligation to pay all base rent, additional rent, percentage rent, common area maintenance charges, real property taxes, insurance premiums, and all other amounts payable thereunder. As of the Closing Date, the aggregate annual base rent under the thirty-four (34) store leases is approximately Eleven Million Four Hundred Thousand Dollars ($11,400,000) (approximately Three Hundred Thirty-Five Thousand Two Hundred Ninety-Four Dollars ($335,294) average per store per annum), and the annual base rent under the distribution center lease is Five Hundred Seventy-Six Thousand Dollars ($576,000) (calculated at Twelve Dollars ($12.00) per square foot multiplied by forty-eight thousand (48,000) square feet).

(c) Post-Closing Contract Obligations. All obligations of the applicable Assignor under all other Assumed Contracts (including vendor and supplier contracts, the private-label manufacturing agreement, technology and systems license agreements, and all other Assumed Contracts listed on Schedules A-2, A-3, and A-4) arising from and after the Closing Date, including, without limitation, all payment obligations, performance obligations, and other duties required to be performed thereunder.

(d) Accrued Vacation and Paid Time Off. All accrued and unused vacation and paid time off obligations for Transferred Employees as of the Closing Date, which are estimated to be approximately Eight Hundred Twenty Thousand Dollars ($820,000) in respect of approximately one thousand eight hundred fifty (1,850) Transferred Employees (consisting of approximately one thousand six hundred twenty (1,620) hourly employees and approximately two hundred thirty (230) salaried employees). The Assignee shall honor and be responsible for all such accrued vacation and paid time off balances in accordance with the terms and policies applicable to the Transferred Employees as set forth in the Purchase Agreement.

Section 3.2 — Excluded Liabilities

Notwithstanding anything to the contrary herein or in any Schedule hereto, the Assignee does not assume, and shall not be responsible for, any Excluded Liabilities (as defined in the Purchase Agreement). Without limiting the generality of the foregoing, the Excluded Liabilities include the following:

(a) All liabilities, claims, actions, suits, proceedings, demands, judgments, losses, damages, costs, and expenses arising from or relating to any litigation, arbitration, or other dispute resolution proceeding that is pending, threatened, or accrued prior to the Closing Date, including all related attorneys' fees and settlement costs;

(b) All product liability claims, personal injury claims, property damage claims, and related liabilities arising from or relating to products sold, distributed, or otherwise made available by the Business prior to the Closing Date;

(c) All intercompany payables, receivables, advances, or other obligations between EverGreen and Cascade, or between either of them and any affiliate of Cascade, whether arising before, on, or after the Closing Date;

(d) All long-term debt, indebtedness for borrowed money, capital lease obligations, and related interest, fees, premiums, penalties, and other amounts payable by the Sellers or any of their affiliates;

(e) All pension, defined benefit, retiree medical, and other post-employment benefit ("OPEB") obligations of the Sellers or any of their affiliates, whether funded or unfunded, and whether arising under any employee benefit plan, collective bargaining agreement, or otherwise;

(f) Any liabilities arising from, relating to, or associated with any Excluded Assets (as defined in the Purchase Agreement), including any assets not conveyed to the Assignee pursuant to the Purchase Agreement; and

(g) Any tax liabilities of the Sellers or any of their affiliates attributable to pre-Closing periods, including all income, franchise, sales, use, employment, and other tax obligations, together with all related penalties, interest, and assessments.

ARTICLE IV — RELATIONSHIP TO PURCHASE AGREEMENT

Section 4.1 — Conflicts

This Agreement is delivered pursuant to, and in furtherance of, the Purchase Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall govern, control, and prevail in all respects. This Agreement is not intended to, and shall not, enlarge, limit, restrict, or otherwise modify the rights, obligations, representations, warranties, covenants, or indemnification obligations of any party under the Purchase Agreement.

Section 4.2 — No Additional Representations or Warranties

This Agreement is delivered pursuant to the Purchase Agreement and is subject in all respects to the representations, warranties, covenants, conditions, and indemnification provisions set forth therein. Neither Assignor makes any representation or warranty, express or implied, with respect to the Assumed Contracts, the Assumed Liabilities, or any other matter in connection with this Agreement, except as expressly set forth in the Purchase Agreement. Without limiting the foregoing, the Assignors expressly disclaim any and all implied warranties with respect to the Assumed Contracts, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

Section 4.3 — Indemnification

The indemnification provisions of the Purchase Agreement, including without limitation the limitations and procedural requirements set forth therein, shall apply to any and all claims, losses, damages, liabilities, costs, and expenses arising under, in connection with, or as a result of this Agreement, as if such claims arose directly under the Purchase Agreement. Without limiting the generality of the foregoing, the following indemnification parameters set forth in the Purchase Agreement shall apply to claims arising hereunder:

(a) The aggregate liability of the Sellers with respect to indemnification claims for breaches of general representations and warranties under the Purchase Agreement shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the "General Indemnification Cap");

(b) The aggregate liability of the Sellers with respect to indemnification claims for breaches of fundamental representations and warranties under the Purchase Agreement shall not exceed Twenty-Five Million Dollars ($25,000,000) (the "Fundamental Indemnification Cap");

(c) The Sellers shall not be liable for any indemnification claims unless and until the aggregate amount of all losses exceeds Three Hundred Seventy-Five Thousand Dollars ($375,000) (the "Tipping Basket"), at which point the Sellers shall be liable for all such losses from the first dollar thereof; and

(d) No individual claim shall be counted toward the Tipping Basket unless the amount of losses attributable to such individual claim exceeds Twenty-Five Thousand Dollars ($25,000) (the "Mini-Basket").

The parties further acknowledge that the primary recourse for Seller indemnification obligations arising from breaches of general representations and warranties shall be the indemnity escrow in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) held by Colton Pacific Bank, N.A., as escrow agent, pursuant to that certain Escrow Agreement, dated as of the date hereof, by and among the Sellers, the Buyer, and Colton Pacific Bank, N.A. (the "Escrow Agreement"), all as more fully set forth in the Purchase Agreement and the Escrow Agreement.

ARTICLE V — MISCELLANEOUS

Section 5.1 — Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 5.2 — Successors and Assigns

This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of each of the other parties hereto; provided, however, that the Assignee may, without the prior written consent of the Assignors, assign any or all of its rights and obligations hereunder to any direct or indirect subsidiary or affiliate of the Assignee, including any entity controlled by, or under common control with, Summit Grove Capital Partners LLC or Summit Grove Capital Partners Fund III, L.P., so long as such assignee agrees in writing to be bound by and to perform all of the terms and conditions of this Agreement. Notwithstanding the foregoing, no assignment by the Assignee shall relieve the Assignee of its obligations hereunder, and the Assignee shall remain primarily liable for all of its obligations under this Agreement, regardless of any such assignment.

Section 5.3 — Entire Agreement

This Agreement, together with the Purchase Agreement and the other Transaction Documents delivered in connection therewith (including the Bill of Sale, the Escrow Agreement, the Transition Services Agreement, the Trademark Assignment Agreement, and the Non-Competition and Non-Solicitation Agreement), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings (whether written or oral) with respect thereto. No party shall be bound by, or liable for, any alleged representation, promise, inducement, or statement of intention not contained or referenced in this Agreement or the Purchase Agreement.

Section 5.4 — Amendment and Waiver

This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by all parties hereto. No waiver by any party of any breach or default of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by the waiving party, and no such waiver shall constitute a waiver of any other or subsequent breach or default. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such party's right to enforce such provision or any other provision in the future.

Section 5.5 — Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, electronic mail (including by .pdf attachment), or other electronic transmission (including by means of Brightwater Software or similar electronic signature platform) shall be effective and binding to the same extent as delivery of an originally executed counterpart.

Section 5.6 — Severability

If any term, provision, covenant, or condition of this Agreement, or the application thereof to any person or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and conditions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby, and this Agreement shall be construed and interpreted as if such invalid, illegal, void, or unenforceable provision had never been contained herein. The parties shall negotiate in good faith to replace any such invalid, illegal, void, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent practicable, achieves the original intent of the parties.

Section 5.7 — Notices

All notices, requests, demands, claims, consents, waivers, and other communications required or permitted to be given hereunder shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Purchase Agreement. As of the date hereof, the notice addresses for the parties are as follows:

If to the Assignors:

Cascade Retail Holdings Inc. 4200 Elliott Avenue West, Suite 1500 Seattle, Washington 98119

Attention: Renata Saldívar, General Counsel

Telephone: (206) 555-4200

Email: rsaldivar@cascaderetail.com

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

Calderwood & Harkness LLP 1301 Second Avenue, Suite 3400 Seattle, Washington 98101

Attention: Sandra Tung

Telephone: (206) 555-8700

Email: stung@calderwoodharkness.com

If to the Assignee:

Ridgeline Consumer Partners LLC 900 SW Fifth Avenue, Suite 2600 Portland, Oregon 97204

Attention: Russell Ingram, Chief Financial Officer

Telephone: (503) 555-9000

Email: ringram@ridgelineconsumer.com

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

Holloway Breck & Associates LLP 1801 California Street, Suite 3100 Denver, Colorado 80202

Attention: Nathan Ostroff

Telephone: (303) 555-6100

Email: nostroff@hollowaybreck.com

Any party may change its address for purposes of this Section 5.7 by giving written notice of such change to the other parties in accordance with the provisions hereof.

Section 5.8 — Further Assurances

Each party hereto agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, conveyances, assurances, and other writings, and to take or cause to be taken such further actions, as may be reasonably necessary, proper, or advisable under applicable laws, or as any other party may reasonably request, in order to effectuate the purposes of this Agreement and to carry out the assignment and assumption of the Assumed Contracts and Assumed Liabilities contemplated hereby.

Section 5.9 — Third-Party Beneficiaries

This Agreement is for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed and delivered as of the date first written above.

ASSIGNORS:

EVERGREEN MARKET CO. LLC

By: ________

Name: Patricia Ng

Title: General Manager

(as authorized signatory designated by Cascade Retail Holdings Inc., as sole member)

Date: ________

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: James Yoon

Title: Senior Vice President, Corporate Development

Date: ________

ASSIGNEE:

RIDGELINE CONSUMER PARTNERS LLC

By: ________

Name: Thomas Weatherford

Title: Managing Partner

Date: ________

SCHEDULE A

ASSUMED CONTRACTS

Schedule A-1 — Real Property Leases

The following is a listing of all thirty-five (35) real property leases being assigned by the Assignors to the Assignee pursuant to this Agreement. All leases include all amendments, modifications, extensions, renewals, supplements, side letters, estoppels, and related agreements thereto.

Part I — Oregon Store Leases (22 Stores)

Part II — Northern California Store Leases (12 Stores)

Part III — Distribution Center Lease (1 Facility)

Summary:

• Total store leases: 34

• Total facility leases: 1

• Total real property leases: 35

• Aggregate annual base rent (34 stores): approximately $11,398,000 (average approximately $335,235 per store)

• Aggregate annual base rent (distribution center): $576,000

• Total aggregate annual base rent: approximately $11,974,000

• Average remaining lease term (store leases): approximately 6.2 years as of July 18, 2025

• Remaining lease term (distribution center): approximately 3.7 years as of July 18, 2025

• Landlord consents obtained: 28 of 35

• Landlord consents pending: 7 of 35 (Stores OR-007, OR-014, OR-018, CA-004, CA-007, CA-010, CA-011)

• Minimum landlord consents required as closing condition under Purchase Agreement: 32 of 35 — condition satisfied

Schedule A-2 — Vendor, Supplier, and Manufacturing Contracts

The following is a listing of all vendor, supplier, and manufacturing contracts being assigned by the Assignors to the Assignee pursuant to this Agreement.

Part I — Vendor and Supplier Contracts (12 Contracts)

Part II — Private-Label Manufacturing Agreement (1 Contract)

Schedule A-3 — Technology and Systems Licenses

The following is a listing of all technology and systems license agreements being assigned by the Assignors to the Assignee pursuant to this Agreement.

Note: The license agreement with Meridian Commerce Solutions Inc. is being assigned (or, to the extent assignment is not permitted without Meridian's consent, re-licensed) to the Assignee. The consent of Meridian Commerce Solutions Inc. is required and is currently pending. Pending receipt of such consent, the parties shall cooperate in accordance with Section 2.3 of this Agreement and the applicable provisions of the Purchase Agreement.

Schedule A-4 — Other Assumed Contracts

The following is a listing of all other contracts, agreements, purchase orders, commitments, and arrangements related to the Business being assigned to the Assignee pursuant to this Agreement. This Schedule A-4 shall be updated and finalized by counsel for the Assignors (Calderwood & Harkness LLP) based upon the completion of final due diligence.

Additional contracts may be added to this Schedule A-4 upon completion of final diligence by Calderwood & Harkness LLP. Any such additions shall be consistent with the definition of "Assumed Contracts" and "Purchased Assets" under the Purchase Agreement.

SCHEDULE B

ASSUMED LIABILITIES

The following is a detailed listing of the categories of Assumed Liabilities being assumed by the Assignee pursuant to this Agreement and the Purchase Agreement. All dollar amounts set forth below are estimates as of the Closing Date and are subject to post-closing adjustment in accordance with the Purchase Agreement.

1. Trade Payables and Accrued Liabilities

All trade payables and accrued liabilities of the Business arising in the ordinary course of business on or after the Closing Date, estimated at approximately Three Million Nine Hundred Thousand Dollars ($3,900,000) as of the Closing Date. This category includes, without limitation, amounts owed to vendors, suppliers, and service providers for goods and services delivered or rendered in connection with the operation of the Business on or after the Closing Date, as well as accrued expenses for utilities, insurance, and other recurring operating costs.

2. Post-Closing Lease Obligations

All payment and performance obligations arising under the thirty-five (35) real property leases (consisting of thirty-four (34) store leases and one (1) distribution center lease) listed on Schedule A-1 from and after the Closing Date, including, without limitation, obligations to pay base rent, additional rent, percentage rent, common area maintenance charges, real property taxes, insurance premiums, and all other amounts payable thereunder. Aggregate annual base rent under the thirty-four (34) store leases is approximately Eleven Million Four Hundred Thousand Dollars ($11,400,000) (average of approximately Three Hundred Thirty-Five Thousand Two Hundred Ninety-Four Dollars ($335,294) per store per annum), and annual base rent under the distribution center lease is Five Hundred Seventy-Six Thousand Dollars ($576,000) ($12.00 per square foot multiplied by 48,000 square feet).

3. Post-Closing Contract Obligations

All payment and performance obligations arising under the vendor and supplier contracts (Schedule A-2), the Northstar Foods private-label manufacturing agreement (Schedule A-2), the Meridian Commerce Solutions point-of-sale and inventory management system license agreement (Schedule A-3), and all other Assumed Contracts listed on Schedule A-4, in each case from and after the Closing Date. This category includes all obligations to pay fees, purchase prices, royalties, license fees, and other amounts due under such Assumed Contracts, and to perform all other duties and obligations required to be performed thereunder.

4. Accrued Vacation and Paid Time Off for Transferred Employees

All accrued and unused vacation and paid time off obligations for Transferred Employees as of the Closing Date, estimated at approximately Eight Hundred Twenty Thousand Dollars ($820,000) in respect of approximately one thousand eight hundred fifty (1,850) Transferred Employees (consisting of approximately one thousand six hundred twenty (1,620) hourly employees and approximately two hundred thirty (230) salaried employees). The Assignee shall honor all such accrued vacation and paid time off balances in accordance with the policies and practices applicable to the Transferred Employees as described in the Purchase Agreement.

5. Other Assumed Liabilities

Any other liabilities, obligations, or commitments specifically designated as "Assumed Liabilities" under the Purchase Agreement that are not otherwise described in paragraphs 1 through 4 above, including, without limitation, any liabilities expressly assumed by the Buyer pursuant to specific provisions of the Purchase Agreement.

Exclusion Note: For the avoidance of doubt, the Assumed Liabilities set forth on this Schedule B do not include any Excluded Liabilities as defined in the Purchase Agreement. The Assignee does not assume, and shall not be responsible for, any liabilities, obligations, claims, losses, costs, or expenses that constitute Excluded Liabilities, including, without limitation, (a) pre-Closing litigation and claims, (b) product liability claims arising from pre-Closing sales, (c) intercompany payables between EverGreen and Cascade or any affiliate of Cascade, (d) long-term debt of the Sellers, (e) pension or other post-employment benefit obligations, (f) liabilities arising from Excluded Assets, and (g) tax liabilities of the Sellers attributable to pre-Closing periods. Reference is made to Section 3.2 of this Agreement and the applicable provisions of the Purchase Agreement for a complete description of the Excluded Liabilities.

All amounts set forth on this Schedule B are estimates as of the Closing Date and are subject to final determination and adjustment in accordance with the post-closing adjustment provisions of the Purchase Agreement.

Store No.	Location	Landlord	Lease Date	Expiration Date	Annual Base Rent	Consent Status
OR-001	2345 NW 23rd Avenue, Portland, OR 97210	Rose City Properties LLC	04/01/2017	03/31/2029	$412,000	Obtained
OR-002	1890 SE Hawthorne Blvd, Portland, OR 97214	Hawthorne Place Partners LP	09/15/2018	09/14/2028	$385,000	Obtained
OR-003	5600 NE Sandy Blvd, Portland, OR 97213	Emerald Realty Trust Inc.	01/01/2019	12/31/2030	$375,000	Obtained
OR-004	3120 SE Division Street, Portland, OR 97202	Division Street Investors LLC	06/01/2016	05/31/2027	$340,000	Obtained
OR-005	7890 SW Barbur Blvd, Portland, OR 97219	Barbur Gateway Associates	03/01/2020	02/28/2030	$295,000	Obtained
OR-006	415 NW Murray Blvd, Beaverton, OR 97006	Cedar Mill Retail Partners LLC	07/01/2018	06/30/2028	$365,000	Obtained
OR-007	1920 NE Broadway, Portland, OR 97232	Broadway Crossing LLC	11/01/2017	10/31/2029	$350,000	Pending
OR-008	560 SW 3rd Street, Lake Oswego, OR 97034	LO Town Center LLC	02/01/2019	01/31/2031	$410,000	Obtained
OR-009	8800 SE Sunnyside Road, Clackamas, OR 97015	Sunnyside Crossing Partners	05/01/2020	04/30/2030	$310,000	Obtained
OR-010	12450 SW Main Street, Tigard, OR 97223	Tigard Main Street Investors LLC	08/01/2017	07/31/2028	$325,000	Obtained
OR-011	3455 Commercial Street SE, Salem, OR 97302	Salem Gateway Properties Inc.	04/15/2018	04/14/2029	$285,000	Obtained
OR-012	1280 NW 9th Street, Corvallis, OR 97330	Corvallis Retail Holdings LLC	10/01/2019	09/30/2031	$265,000	Obtained
OR-013	2700 Willamette Street, Eugene, OR 97405	Willamette Center Associates LP	06/01/2017	05/31/2028	$310,000	Obtained
OR-014	4590 Franklin Blvd, Eugene, OR 97403	Franklin Gateway LLC	01/15/2020	01/14/2032	$290,000	Pending
OR-015	1855 NE 3rd Street, Bend, OR 97701	Bend Marketplace Investors LLC	03/01/2019	02/28/2031	$345,000	Obtained
OR-016	620 SW 6th Street, Redmond, OR 97756	Redmond Town Beaumont Industries	09/01/2020	08/31/2030	$275,000	Obtained
OR-017	2310 Crater Lake Highway, Medford, OR 97504	Southern Oregon Retail LP	07/01/2018	06/30/2029	$295,000	Obtained
OR-018	1450 Siskiyou Blvd, Ashland, OR 97520	Ashland Towne Centre LLC	11/15/2019	11/14/2031	$270,000	Pending
OR-019	3780 River Road N, Keizer, OR 97303	Keizer Station Partners LLC	05/01/2021	04/30/2031	$310,000	Obtained
OR-020	975 NW Wall Street, Bend, OR 97703	Wall Street Retail Associates	02/01/2020	01/31/2032	$355,000	Obtained
OR-021	1640 Highway 101, Florence, OR 97439	Oregon Coast Properties Inc.	08/01/2019	07/31/2029	$235,000	Obtained
OR-022	4120 SE Woodstock Blvd, Portland, OR 97206	Woodstock Village Partners LP	12/01/2018	11/30/2030	$320,000	Obtained
Store No.	Location	Landlord	Lease Date	Expiration Date	Annual Base Rent	Consent Status
CA-001	2550 Churn Creek Road, Redding, CA 96002	Shasta Gateway Retail LLC	06/01/2018	05/31/2029	$305,000	Obtained

CA-002	1800 East Avenue, Chico, CA 95926	Chico Marketplace Partners LP	09/01/2019	08/31/2031	$320,000	Obtained
CA-003	4250 Arden Way, Sacramento, CA 95864	Arden Fair Properties Inc.	01/01/2018	12/31/2028	$425,000	Obtained
CA-004	1635 East Bidwell Street, Folsom, CA 95630	Folsom Gateway LLC	04/01/2020	03/31/2032	$385,000	Pending
CA-005	3900 Manzanita Avenue, Carmichael, CA 95608	River City Retail Holdings LLC	07/15/2019	07/14/2031	$350,000	Obtained
CA-006	2180 Golden Centre Lane, Gold River, CA 95670	Gold River Town Centre LP	10/01/2018	09/30/2029	$370,000	Obtained
CA-007	5500 Sunrise Blvd, Citrus Heights, CA 95610	Sunrise Marketplace Associates	03/01/2019	02/28/2030	$340,000	Pending
CA-008	1290 W. Covell Blvd, Davis, CA 95616	Davis Square Properties LLC	11/01/2017	10/31/2028	$380,000	Obtained
CA-009	875 East Main Street, Grass Valley, CA 95945	Nevada County Retail Partners	05/01/2020	04/30/2030	$265,000	Obtained
CA-010	3420 Cleveland Avenue, Santa Rosa, CA 95403	Sonoma Retail Investors LLC	08/01/2018	07/31/2029	$395,000	Pending
CA-011	1760 Mendocino Avenue, Santa Rosa, CA 95401	Mendocino Place Partners LP	02/01/2019	01/31/2031	$360,000	Pending
CA-012	2895 Yulupa Avenue, Santa Rosa, CA 95405	Yulupa Centre LLC	06/01/2020	05/31/2032	$335,000	Obtained
Facility	Location	Landlord	Lease Date	Expiration Date	Square Footage	Annual Base Rent	Rate/Sq. Ft.	Consent Status
DC-001	19800 SW Cipole Road, Tualatin, OR 97062	Tualatin Industrial Properties Inc.	04/01/2019	03/31/2029	48,000 sq. ft.	$576,000	$12.00	Obtained
No.	Counterparty	Description	Agreement Date	Expiration / Renewal Date	Approximate Annual Value	Consent Required
V-001	Clearfield Organics Distribution Co.	Primary organic produce and goods distribution agreement	01/15/2020	01/14/2026 (auto-renew for successive 1-year periods)	~$14,400,000 (~18% of COGS)	Yes — obtained
V-002	Pacific Coast Dairy Cooperative	Fresh dairy products supply agreement	03/01/2019	02/28/2026	~$5,200,000	No
V-003	Willamette Valley Bakery Inc.	Artisan bread and baked goods supply agreement	06/01/2021	05/31/2026	~$2,800,000	No
V-004	Cascade Harvest Farms LLC	Local produce and seasonal agricultural products supply agreement	09/01/2020	08/31/2025 (auto-renew for successive 1-year periods)	~$3,100,000	No
V-005	Summit Seafood Distributors Inc.	Fresh and frozen seafood supply agreement	04/15/2021	04/14/2026	~$4,500,000	No
V-006	NaturePath Wellness Products LLC	Natural health, supplements, and body care products distribution agreement	07/01/2020	06/30/2026	~$2,300,000	No
V-007	Columbia Gorge Beverages Inc.	Specialty beverages and juice products supply agreement	11/01/2019	10/31/2025 (auto-renew for successive 2-year periods)	~$1,900,000	No
V-008	Terra Verde Meats Co.	Natural and organic meat products supply agreement	02/01/2021	01/31/2027	~$6,700,000	Yes — obtained
V-009	Golden State Specialty Foods LLC	Specialty cheese, charcuterie, and deli products supply agreement	08/15/2020	08/14/2026	~$3,400,000	No
V-010	True Leaf Tea Company	Organic tea and coffee products supply agreement	05/01/2022	04/30/2027	~$1,200,000	No
V-011	Eco-Pack Solutions Inc.	Sustainable packaging materials and supplies agreement	10/01/2021	09/30/2026	~$850,000	No

V-012	Fresh Valley Logistics LLC	Refrigerated and dry freight transportation services agreement	01/01/2022	12/31/2025 (auto-renew for successive 1-year periods)	~$2,400,000	Yes — obtained
No.	Counterparty	Description	Agreement Date	Expiration / Renewal Date	Approximate Annual Value	Consent Required
M-001	Northstar Foods Co. LLC (Portland, Oregon)	Manufacturing, packaging, and distribution of EverGreen-branded private-label products, including organic snacks, cereals, frozen meals, and condiments	03/15/2019	03/14/2027	~$4,800,000	Yes — obtained
No.	Counterparty	Description	Agreement Date	Expiration / Renewal Date	Approximate Annual License Fee	Consent Required
T-001	Meridian Commerce Solutions Inc.	Enterprise point-of-sale (POS) and inventory management system license agreement, including support, maintenance, and hosting services for 34 store locations and 1 distribution center	07/01/2020	06/30/2026 (auto-renew for successive 2-year periods)	~$420,000	Yes — pending
No.	Counterparty	Description	Agreement Date	Expiration / Renewal Date	Consent Required
O-001	Evergreen Janitorial Services Inc.	Janitorial and facility cleaning services agreement for all 34 store locations	01/01/2023	12/31/2025	No
O-002	Pinnacle Security Systems LLC	Security monitoring and alarm system services agreement for all 34 stores and 1 distribution center	04/01/2022	03/31/2027	No
O-003	NW Pest Management Co.	Integrated pest management services agreement for all 34 stores and 1 distribution center	06/01/2021	05/31/2026	No
O-004	Greenlight Energy Solutions LLC	Commercial electricity supply agreement (renewable energy credits) for all Oregon locations	09/01/2022	08/31/2027	No
O-005	Pacific Northwest Waste & Recycling Inc.	Waste management, composting, and recycling services agreement	03/01/2023	02/28/2026	No
O-006	Metro Uniform Services LLC	Employee uniform supply and laundering services agreement	07/01/2022	06/30/2025	No
O-007	Cascade Digital Marketing LLC	Digital advertising, social media management, and e-commerce support services agreement	10/01/2023	09/30/2025	No
O-008	Various	Open purchase orders for inventory and supplies in the ordinary course of business, outstanding as of the Closing Date	Various	Various	No

ASSIGNMENT AND ASSUMPTION AGREEMENT
by and between
EverGreen Market Co. LLC and Cascade Retail Holdings Inc. (collectively, the "Assignors")
and
Ridgeline Consumer Partners LLC (the "Assignee")
Dated as of July 18, 2025
Reference is made to that certain Asset Purchase Agreement, dated as of June 13, 2025 (the "Purchase Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Cascade" or "Parent Seller"), EverGreen Market Co. LLC, a Delaware limited liability company and wholly owned subsidiary of Cascade ("EverGreen" or "Company Seller," and together with Cascade, the "Sellers" or "Assignors"), and Ridgeline Consumer Partners LLC, a Delaware limited liability company ("Buyer" or "Assignee").
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of July 18, 2025, by and between EverGreen Market Co. LLC, a Delaware limited liability company ("EverGreen"), Cascade Retail Holdings Inc., a Delaware corporation ("Cascade," and together with EverGreen, the "Assignors"), and Ridgeline Consumer Partners LLC, a Delaware limited liability company (the "Assignee").
RECITALS
WHEREAS, Cascade Retail Holdings Inc. is a Delaware corporation, publicly traded on the Nasdaq Global Select Market under the ticker symbol "CRHI," with its principal executive offices located at 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119, and is the sole member of EverGreen Market Co. LLC, a Delaware limited liability company with its principal office located at 1025 NW Lovejoy Street, Suite 300, Portland, Oregon 97209;
WHEREAS, EverGreen Market Co. LLC operates thirty-four (34) natural and organic grocery stores, consisting of twenty-two (22) stores located throughout the State of Oregon and twelve (12) stores located in Northern California, together with one (1) distribution center facility comprising approximately forty-eight thousand (48,000) square feet located at 19800 SW Cipole Road, Tualatin, Oregon 97062 (such grocery stores and distribution center, together with the related operations, collectively, the "Business");
WHEREAS, Ridgeline Consumer Partners LLC is a Delaware limited liability company with its principal office located at 900 SW Fifth Avenue, Suite 2600, Portland, Oregon 97204;
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of June 13, 2025, by and among Cascade, EverGreen, and the Assignee (the "Purchase Agreement"), the Sellers agreed to sell, assign, transfer, convey, and deliver to the Buyer substantially all of the assets used or held for use in the operation of the Business (the "Purchased Assets") for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), and the Buyer agreed to assume certain liabilities of the Business in connection therewith, all as more fully set forth in the Purchase Agreement;
WHEREAS, the Purchase Agreement provides that at the Closing (as defined therein), the Assignors shall execute and deliver to the Assignee this Assignment and Assumption Agreement to assign, transfer, convey, and deliver to the Assignee all of the Assignors' right, title, and interest in, to, and under the Assumed Contracts (as defined herein), and the Assignee shall assume and agree to pay, perform, and discharge all of the Assumed Liabilities (as defined herein), each as defined in the Purchase Agreement; and
WHEREAS, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Assumed Contracts" shall have the meaning ascribed to such term in the Purchase Agreement, and shall encompass all contracts, agreements, leases, licenses, commitments, purchase orders, and other arrangements listed on Schedule A attached hereto and incorporated herein by reference, all of which constitute a subset of the Purchased Assets as defined in the Purchase Agreement.
"Assumed Liabilities" shall have the meaning ascribed to such term in the Purchase Agreement, and shall encompass all liabilities and obligations listed on Schedule B attached hereto and incorporated herein by reference, which the Assignee has agreed to assume, pay, perform, and discharge pursuant to the Purchase Agreement and this Agreement.
"Closing" means the closing of the transactions contemplated by the Purchase Agreement, occurring on the Closing Date.
"Closing Date" means the date hereof, being July 18, 2025.
"Excluded Liabilities" shall have the meaning ascribed to such term in the Purchase Agreement.
"Purchase Agreement" means that certain Asset Purchase Agreement, dated as of June 13, 2025, by and among Cascade Retail Holdings Inc., EverGreen Market Co. LLC, and Ridgeline Consumer Partners LLC, as may be amended, modified, or supplemented from time to time in accordance with its terms.
"Transaction Documents" shall have the meaning ascribed to such term in the Purchase Agreement.
"Transferred Employees" shall have the meaning ascribed to such term in the Purchase Agreement.
Section 1.2 — Terms Defined in Purchase Agreement
All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. In the event that any capitalized term is defined both in this Agreement and in the Purchase Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement, except as otherwise expressly provided herein.
Section 1.3 — Construction
The rules of interpretation set forth in the Purchase Agreement shall apply to this Agreement, mutatis mutandis, as if set forth herein in their entirety. Without limiting the generality of the foregoing:
(a) References in this Agreement to any Section, Article, Schedule, or Exhibit are references to the applicable Section, Article, Schedule, or Exhibit of or to this Agreement, unless otherwise specified.
(b) The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(c) The use of the word "including" (and correlative words such as "include" and "includes") shall in all cases mean "including, without limitation," unless the context clearly requires otherwise.
(d) Words in the singular shall include the plural, and words in the plural shall include the singular, in each case as the context requires.
(e) References to any gender shall include all genders.
(f) References to any statute, rule, or regulation shall include any amendments, modifications, successor statutes, rules, or regulations thereto.
(g) The headings and captions in this Agreement are for convenience and reference purposes only and shall not be considered a part of, or affect the construction or interpretation of, any provision of this Agreement.
ARTICLE II — ASSIGNMENT
Section 2.1 — Assignment of Assumed Contracts
Effective as of the Closing, each Assignor hereby irrevocably assigns, transfers, conveys, and delivers to the Assignee all of such Assignor's right, title, and interest in, to, and under the Assumed Contracts, as listed on Schedule A attached hereto and incorporated herein by reference. Such assignment includes, without limitation, the right to receive all benefits accruing under the Assumed Contracts and the right to exercise all rights, privileges, and remedies available to such Assignor under the Assumed Contracts, in each case arising on or after the Closing Date.
The Assumed Contracts being assigned hereunder include the following categories of contracts and agreements:
(a) Real Property Leases. All thirty-four (34) store leases for the EverGreen Market retail locations, consisting of twenty-two (22) store leases for locations in the State of Oregon and twelve (12) store leases for locations in Northern California, together with all amendments, modifications, extensions, renewals, supplements, side letters, and related agreements thereto, as set forth on Schedule A-1 attached hereto. In addition, the lease for the distribution center facility comprising approximately forty-eight thousand (48,000) square feet located at 19800 SW Cipole Road, Tualatin, Oregon 97062 (lease expiration date: March 31, 2029; annual base rent: Five Hundred Seventy-Six Thousand Dollars ($576,000)), together with all amendments, modifications, extensions, renewals, supplements, side letters, and related agreements thereto, is also set forth on Schedule A-1.
(b) Vendor and Supplier Contracts. Twelve (12) key vendor and supplier contracts used in the operation of the Business, including, without limitation, that certain supply agreement with Clearfield Organics Distribution Co. (the largest supplier to the Business, representing approximately eighteen percent (18%) of cost of goods sold for the trailing twelve-month period ended March 31, 2025), as set forth on Schedule A-2 attached hereto.
(c) Private-Label Manufacturing Agreement. That certain manufacturing agreement with Northstar Foods Co. LLC, a limited liability company organized under the laws of the State of Oregon, with its principal office in Portland, Oregon, for the manufacturing, packaging, and distribution of EverGreen-branded private-label products, as set forth on Schedule A-2 attached hereto.
(d) Technology and Systems Licenses. That certain point-of-sale and inventory management system license agreement with Meridian Commerce Solutions Inc., as set forth on Schedule A-3 attached hereto.
(e) Other Contracts. All other contracts, agreements, commitments, purchase orders, arrangements, and understandings relating to the Business that constitute Purchased Assets under the Purchase Agreement and are listed on Schedule A-4 attached hereto.
Section 2.2 — Effective Date of Assignment
All assignments effected pursuant to this Article II shall be effective as of the Closing Date. From and after the Closing Date, the Assignee shall be entitled to all rights, interests, and benefits of the Assignors under the Assumed Contracts, and the Assignors shall have no further right, title, or interest in, to, or under the Assumed Contracts, except as otherwise expressly set forth in the Purchase Agreement or any other Transaction Document.
Section 2.3 — Consents to Assignment
The parties hereby acknowledge and agree that certain of the Assumed Contracts require the consent, approval, or waiver of the counterparty thereto (or, in the case of real property leases, the applicable landlord) in order for such Assumed Contract to be validly assigned to the Assignee (each, a "Required Consent"). As of the date hereof, the Assignors have obtained twenty-eight (28) of the thirty-five (35) Required Consents relating to the real property leases listed on Schedule A-1, and seven (7) such Required Consents remain pending. The parties further acknowledge that the Purchase Agreement includes, as a condition to the Closing, the requirement that a minimum of thirty-two (32) of the thirty-five (35) Required Consents for the real property leases shall have been obtained, which condition has been satisfied as of the date hereof.
To the extent that any Assumed Contract is not assignable without the consent of the other party thereto, and such consent has not been obtained as of the Closing Date, this Agreement shall not constitute an assignment or an attempted assignment of such Assumed Contract if such assignment or attempted assignment would constitute a breach or violation thereof or would otherwise be unlawful. Nothing in this Agreement shall be deemed to constitute an undertaking by any party to breach or violate any contractual obligation or any applicable law, rule, or regulation.
The Assignors and the Assignee shall use commercially reasonable efforts to obtain any Required Consent that has not been obtained as of the Closing Date, as promptly as practicable following the Closing Date. Each party shall bear its own costs and expenses in connection with such efforts, except as otherwise provided in the Purchase Agreement.
Pending the receipt of any Required Consent that has not been obtained as of the Closing Date, the Assignors and the Assignee shall cooperate in good faith to enter into a mutually agreeable arrangement under which the Assignee would obtain the economic benefits and assume the obligations and burdens of the applicable Assumed Contract, in accordance with the Purchase Agreement, including, without limitation, through subcontracting, sublicensing, sub-leasing, or similar arrangements, as applicable. The Assignors shall, at the Assignee's cost, act as the Assignee's agent or otherwise take such actions as the Assignee may reasonably request in order to provide the Assignee with the benefits of the applicable Assumed Contract, subject to and in compliance with the terms thereof.
ARTICLE III — ASSUMPTION
Section 3.1 — Assumption of Assumed Liabilities
Effective as of the Closing, the Assignee hereby assumes and agrees to pay, perform, and discharge when due all of the Assumed Liabilities, as more fully described in the Purchase Agreement and as set forth on Schedule B attached hereto, including, without limitation, the following:
(a) Trade Payables and Accrued Liabilities. All trade payables and accrued liabilities of the Business arising in the ordinary course of business on or after the Closing Date, which are estimated to be approximately Three Million Nine Hundred Thousand Dollars ($3,900,000) as of the Closing Date. For the avoidance of doubt, the Assignee shall be responsible for the payment and discharge of all such trade payables and accrued liabilities in accordance with their respective terms.
(b) Post-Closing Lease Obligations. All obligations of the applicable Assignor under the Assumed Contracts that are real property leases (consisting of the thirty-four (34) store leases and the one (1) distribution center lease at the Tualatin facility) arising from and after the Closing Date, including, without limitation, the obligation to pay all base rent, additional rent, percentage rent, common area maintenance charges, real property taxes, insurance premiums, and all other amounts payable thereunder. As of the Closing Date, the aggregate annual base rent under the thirty-four (34) store leases is approximately Eleven Million Four Hundred Thousand Dollars ($11,400,000) (approximately Three Hundred Thirty-Five Thousand Two Hundred Ninety-Four Dollars ($335,294) average per store per annum), and the annual base rent under the distribution center lease is Five Hundred Seventy-Six Thousand Dollars ($576,000) (calculated at Twelve Dollars ($12.00) per square foot multiplied by forty-eight thousand (48,000) square feet).
(c) Post-Closing Contract Obligations. All obligations of the applicable Assignor under all other Assumed Contracts (including vendor and supplier contracts, the private-label manufacturing agreement, technology and systems license agreements, and all other Assumed Contracts listed on Schedules A-2, A-3, and A-4) arising from and after the Closing Date, including, without limitation, all payment obligations, performance obligations, and other duties required to be performed thereunder.
(d) Accrued Vacation and Paid Time Off. All accrued and unused vacation and paid time off obligations for Transferred Employees as of the Closing Date, which are estimated to be approximately Eight Hundred Twenty Thousand Dollars ($820,000) in respect of approximately one thousand eight hundred fifty (1,850) Transferred Employees (consisting of approximately one thousand six hundred twenty (1,620) hourly employees and approximately two hundred thirty (230) salaried employees). The Assignee shall honor and be responsible for all such accrued vacation and paid time off balances in accordance with the terms and policies applicable to the Transferred Employees as set forth in the Purchase Agreement.
Section 3.2 — Excluded Liabilities
Notwithstanding anything to the contrary herein or in any Schedule hereto, the Assignee does not assume, and shall not be responsible for, any Excluded Liabilities (as defined in the Purchase Agreement). Without limiting the generality of the foregoing, the Excluded Liabilities include the following:
(a) All liabilities, claims, actions, suits, proceedings, demands, judgments, losses, damages, costs, and expenses arising from or relating to any litigation, arbitration, or other dispute resolution proceeding that is pending, threatened, or accrued prior to the Closing Date, including all related attorneys' fees and settlement costs;
(b) All product liability claims, personal injury claims, property damage claims, and related liabilities arising from or relating to products sold, distributed, or otherwise made available by the Business prior to the Closing Date;
(c) All intercompany payables, receivables, advances, or other obligations between EverGreen and Cascade, or between either of them and any affiliate of Cascade, whether arising before, on, or after the Closing Date;
(d) All long-term debt, indebtedness for borrowed money, capital lease obligations, and related interest, fees, premiums, penalties, and other amounts payable by the Sellers or any of their affiliates;
(e) All pension, defined benefit, retiree medical, and other post-employment benefit ("OPEB") obligations of the Sellers or any of their affiliates, whether funded or unfunded, and whether arising under any employee benefit plan, collective bargaining agreement, or otherwise;
(f) Any liabilities arising from, relating to, or associated with any Excluded Assets (as defined in the Purchase Agreement), including any assets not conveyed to the Assignee pursuant to the Purchase Agreement; and
(g) Any tax liabilities of the Sellers or any of their affiliates attributable to pre-Closing periods, including all income, franchise, sales, use, employment, and other tax obligations, together with all related penalties, interest, and assessments.
ARTICLE IV — RELATIONSHIP TO PURCHASE AGREEMENT
Section 4.1 — Conflicts
This Agreement is delivered pursuant to, and in furtherance of, the Purchase Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall govern, control, and prevail in all respects. This Agreement is not intended to, and shall not, enlarge, limit, restrict, or otherwise modify the rights, obligations, representations, warranties, covenants, or indemnification obligations of any party under the Purchase Agreement.
Section 4.2 — No Additional Representations or Warranties
This Agreement is delivered pursuant to the Purchase Agreement and is subject in all respects to the representations, warranties, covenants, conditions, and indemnification provisions set forth therein. Neither Assignor makes any representation or warranty, express or implied, with respect to the Assumed Contracts, the Assumed Liabilities, or any other matter in connection with this Agreement, except as expressly set forth in the Purchase Agreement. Without limiting the foregoing, the Assignors expressly disclaim any and all implied warranties with respect to the Assumed Contracts, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
Section 4.3 — Indemnification
The indemnification provisions of the Purchase Agreement, including without limitation the limitations and procedural requirements set forth therein, shall apply to any and all claims, losses, damages, liabilities, costs, and expenses arising under, in connection with, or as a result of this Agreement, as if such claims arose directly under the Purchase Agreement. Without limiting the generality of the foregoing, the following indemnification parameters set forth in the Purchase Agreement shall apply to claims arising hereunder:
(a) The aggregate liability of the Sellers with respect to indemnification claims for breaches of general representations and warranties under the Purchase Agreement shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the "General Indemnification Cap");
(b) The aggregate liability of the Sellers with respect to indemnification claims for breaches of fundamental representations and warranties under the Purchase Agreement shall not exceed Twenty-Five Million Dollars ($25,000,000) (the "Fundamental Indemnification Cap");
(c) The Sellers shall not be liable for any indemnification claims unless and until the aggregate amount of all losses exceeds Three Hundred Seventy-Five Thousand Dollars ($375,000) (the "Tipping Basket"), at which point the Sellers shall be liable for all such losses from the first dollar thereof; and
(d) No individual claim shall be counted toward the Tipping Basket unless the amount of losses attributable to such individual claim exceeds Twenty-Five Thousand Dollars ($25,000) (the "Mini-Basket").
The parties further acknowledge that the primary recourse for Seller indemnification obligations arising from breaches of general representations and warranties shall be the indemnity escrow in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) held by Colton Pacific Bank, N.A., as escrow agent, pursuant to that certain Escrow Agreement, dated as of the date hereof, by and among the Sellers, the Buyer, and Colton Pacific Bank, N.A. (the "Escrow Agreement"), all as more fully set forth in the Purchase Agreement and the Escrow Agreement.
ARTICLE V — MISCELLANEOUS
Section 5.1 — Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 5.2 — Successors and Assigns
This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of each of the other parties hereto; provided, however, that the Assignee may, without the prior written consent of the Assignors, assign any or all of its rights and obligations hereunder to any direct or indirect subsidiary or affiliate of the Assignee, including any entity controlled by, or under common control with, Summit Grove Capital Partners LLC or Summit Grove Capital Partners Fund III, L.P., so long as such assignee agrees in writing to be bound by and to perform all of the terms and conditions of this Agreement. Notwithstanding the foregoing, no assignment by the Assignee shall relieve the Assignee of its obligations hereunder, and the Assignee shall remain primarily liable for all of its obligations under this Agreement, regardless of any such assignment.
Section 5.3 — Entire Agreement
This Agreement, together with the Purchase Agreement and the other Transaction Documents delivered in connection therewith (including the Bill of Sale, the Escrow Agreement, the Transition Services Agreement, the Trademark Assignment Agreement, and the Non-Competition and Non-Solicitation Agreement), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings (whether written or oral) with respect thereto. No party shall be bound by, or liable for, any alleged representation, promise, inducement, or statement of intention not contained or referenced in this Agreement or the Purchase Agreement.
Section 5.4 — Amendment and Waiver
This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by all parties hereto. No waiver by any party of any breach or default of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by the waiving party, and no such waiver shall constitute a waiver of any other or subsequent breach or default. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such party's right to enforce such provision or any other provision in the future.
Section 5.5 — Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, electronic mail (including by .pdf attachment), or other electronic transmission (including by means of Brightwater Software or similar electronic signature platform) shall be effective and binding to the same extent as delivery of an originally executed counterpart.
Section 5.6 — Severability
If any term, provision, covenant, or condition of this Agreement, or the application thereof to any person or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and conditions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby, and this Agreement shall be construed and interpreted as if such invalid, illegal, void, or unenforceable provision had never been contained herein. The parties shall negotiate in good faith to replace any such invalid, illegal, void, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent practicable, achieves the original intent of the parties.
Section 5.7 — Notices
All notices, requests, demands, claims, consents, waivers, and other communications required or permitted to be given hereunder shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Purchase Agreement. As of the date hereof, the notice addresses for the parties are as follows:
If to the Assignors:
Cascade Retail Holdings Inc. 4200 Elliott Avenue West, Suite 1500 Seattle, Washington 98119
Attention: Renata Saldívar, General Counsel
Telephone: (206) 555-4200
Email: rsaldivar@cascaderetail.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1301 Second Avenue, Suite 3400 Seattle, Washington 98101
Attention: Sandra Tung
Telephone: (206) 555-8700
Email: stung@calderwoodharkness.com
If to the Assignee:
Ridgeline Consumer Partners LLC 900 SW Fifth Avenue, Suite 2600 Portland, Oregon 97204
Attention: Russell Ingram, Chief Financial Officer
Telephone: (503) 555-9000
Email: ringram@ridgelineconsumer.com
with a copy (which shall not constitute notice) to:
Holloway Breck & Associates LLP 1801 California Street, Suite 3100 Denver, Colorado 80202
Attention: Nathan Ostroff
Telephone: (303) 555-6100
Email: nostroff@hollowaybreck.com
Any party may change its address for purposes of this Section 5.7 by giving written notice of such change to the other parties in accordance with the provisions hereof.
Section 5.8 — Further Assurances
Each party hereto agrees to execute and deliver, or cause to be executed and delivered, such additional instruments, documents, conveyances, assurances, and other writings, and to take or cause to be taken such further actions, as may be reasonably necessary, proper, or advisable under applicable laws, or as any other party may reasonably request, in order to effectuate the purposes of this Agreement and to carry out the assignment and assumption of the Assumed Contracts and Assumed Liabilities contemplated hereby.
Section 5.9 — Third-Party Beneficiaries
This Agreement is for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed and delivered as of the date first written above.
ASSIGNORS:
EVERGREEN MARKET CO. LLC
By: ________
Name: Patricia Ng
Title: General Manager
(as authorized signatory designated by Cascade Retail Holdings Inc., as sole member)
Date: ________
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: James Yoon
Title: Senior Vice President, Corporate Development
Date: ________
ASSIGNEE:
RIDGELINE CONSUMER PARTNERS LLC
By: ________
Name: Thomas Weatherford
Title: Managing Partner
Date: ________
SCHEDULE A
ASSUMED CONTRACTS
Schedule A-1 — Real Property Leases
The following is a listing of all thirty-five (35) real property leases being assigned by the Assignors to the Assignee pursuant to this Agreement. All leases include all amendments, modifications, extensions, renewals, supplements, side letters, estoppels, and related agreements thereto.
Part I — Oregon Store Leases (22 Stores)
Part II — Northern California Store Leases (12 Stores)
Part III — Distribution Center Lease (1 Facility)
Summary:
•  Total store leases: 34
•  Total facility leases: 1
•  Total real property leases: 35
•  Aggregate annual base rent (34 stores): approximately $11,398,000 (average approximately $335,235 per store)
•  Aggregate annual base rent (distribution center): $576,000
•  Total aggregate annual base rent: approximately $11,974,000
•  Average remaining lease term (store leases): approximately 6.2 years as of July 18, 2025
•  Remaining lease term (distribution center): approximately 3.7 years as of July 18, 2025
•  Landlord consents obtained: 28 of 35
•  Landlord consents pending: 7 of 35 (Stores OR-007, OR-014, OR-018, CA-004, CA-007, CA-010, CA-011)
•  Minimum landlord consents required as closing condition under Purchase Agreement: 32 of 35 — condition satisfied
Schedule A-2 — Vendor, Supplier, and Manufacturing Contracts
The following is a listing of all vendor, supplier, and manufacturing contracts being assigned by the Assignors to the Assignee pursuant to this Agreement.
Part I — Vendor and Supplier Contracts (12 Contracts)
Part II — Private-Label Manufacturing Agreement (1 Contract)
Schedule A-3 — Technology and Systems Licenses
The following is a listing of all technology and systems license agreements being assigned by the Assignors to the Assignee pursuant to this Agreement.
Note: The license agreement with Meridian Commerce Solutions Inc. is being assigned (or, to the extent assignment is not permitted without Meridian's consent, re-licensed) to the Assignee. The consent of Meridian Commerce Solutions Inc. is required and is currently pending. Pending receipt of such consent, the parties shall cooperate in accordance with Section 2.3 of this Agreement and the applicable provisions of the Purchase Agreement.
Schedule A-4 — Other Assumed Contracts
The following is a listing of all other contracts, agreements, purchase orders, commitments, and arrangements related to the Business being assigned to the Assignee pursuant to this Agreement. This Schedule A-4 shall be updated and finalized by counsel for the Assignors (Calderwood & Harkness LLP) based upon the completion of final due diligence.
Additional contracts may be added to this Schedule A-4 upon completion of final diligence by Calderwood & Harkness LLP. Any such additions shall be consistent with the definition of "Assumed Contracts" and "Purchased Assets" under the Purchase Agreement.
SCHEDULE B
ASSUMED LIABILITIES
The following is a detailed listing of the categories of Assumed Liabilities being assumed by the Assignee pursuant to this Agreement and the Purchase Agreement. All dollar amounts set forth below are estimates as of the Closing Date and are subject to post-closing adjustment in accordance with the Purchase Agreement.
1. Trade Payables and Accrued Liabilities
All trade payables and accrued liabilities of the Business arising in the ordinary course of business on or after the Closing Date, estimated at approximately Three Million Nine Hundred Thousand Dollars ($3,900,000) as of the Closing Date. This category includes, without limitation, amounts owed to vendors, suppliers, and service providers for goods and services delivered or rendered in connection with the operation of the Business on or after the Closing Date, as well as accrued expenses for utilities, insurance, and other recurring operating costs.
2. Post-Closing Lease Obligations
All payment and performance obligations arising under the thirty-five (35) real property leases (consisting of thirty-four (34) store leases and one (1) distribution center lease) listed on Schedule A-1 from and after the Closing Date, including, without limitation, obligations to pay base rent, additional rent, percentage rent, common area maintenance charges, real property taxes, insurance premiums, and all other amounts payable thereunder. Aggregate annual base rent under the thirty-four (34) store leases is approximately Eleven Million Four Hundred Thousand Dollars ($11,400,000) (average of approximately Three Hundred Thirty-Five Thousand Two Hundred Ninety-Four Dollars ($335,294) per store per annum), and annual base rent under the distribution center lease is Five Hundred Seventy-Six Thousand Dollars ($576,000) ($12.00 per square foot multiplied by 48,000 square feet).
3. Post-Closing Contract Obligations
All payment and performance obligations arising under the vendor and supplier contracts (Schedule A-2), the Northstar Foods private-label manufacturing agreement (Schedule A-2), the Meridian Commerce Solutions point-of-sale and inventory management system license agreement (Schedule A-3), and all other Assumed Contracts listed on Schedule A-4, in each case from and after the Closing Date. This category includes all obligations to pay fees, purchase prices, royalties, license fees, and other amounts due under such Assumed Contracts, and to perform all other duties and obligations required to be performed thereunder.
4. Accrued Vacation and Paid Time Off for Transferred Employees
All accrued and unused vacation and paid time off obligations for Transferred Employees as of the Closing Date, estimated at approximately Eight Hundred Twenty Thousand Dollars ($820,000) in respect of approximately one thousand eight hundred fifty (1,850) Transferred Employees (consisting of approximately one thousand six hundred twenty (1,620) hourly employees and approximately two hundred thirty (230) salaried employees). The Assignee shall honor all such accrued vacation and paid time off balances in accordance with the policies and practices applicable to the Transferred Employees as described in the Purchase Agreement.
5. Other Assumed Liabilities
Any other liabilities, obligations, or commitments specifically designated as "Assumed Liabilities" under the Purchase Agreement that are not otherwise described in paragraphs 1 through 4 above, including, without limitation, any liabilities expressly assumed by the Buyer pursuant to specific provisions of the Purchase Agreement.
Exclusion Note: For the avoidance of doubt, the Assumed Liabilities set forth on this Schedule B do not include any Excluded Liabilities as defined in the Purchase Agreement. The Assignee does not assume, and shall not be responsible for, any liabilities, obligations, claims, losses, costs, or expenses that constitute Excluded Liabilities, including, without limitation, (a) pre-Closing litigation and claims, (b) product liability claims arising from pre-Closing sales, (c) intercompany payables between EverGreen and Cascade or any affiliate of Cascade, (d) long-term debt of the Sellers, (e) pension or other post-employment benefit obligations, (f) liabilities arising from Excluded Assets, and (g) tax liabilities of the Sellers attributable to pre-Closing periods. Reference is made to Section 3.2 of this Agreement and the applicable provisions of the Purchase Agreement for a complete description of the Excluded Liabilities.
All amounts set forth on this Schedule B are estimates as of the Closing Date and are subject to final determination and adjustment in accordance with the post-closing adjustment provisions of the Purchase Agreement.
Store No. | Location | Landlord | Lease Date | Expiration Date | Annual Base Rent | Consent Status
OR-001 | 2345 NW 23rd Avenue, Portland, OR 97210 | Rose City Properties LLC | 04/01/2017 | 03/31/2029 | $412,000 | Obtained
OR-002 | 1890 SE Hawthorne Blvd, Portland, OR 97214 | Hawthorne Place Partners LP | 09/15/2018 | 09/14/2028 | $385,000 | Obtained
OR-003 | 5600 NE Sandy Blvd, Portland, OR 97213 | Emerald Realty Trust Inc. | 01/01/2019 | 12/31/2030 | $375,000 | Obtained
OR-004 | 3120 SE Division Street, Portland, OR 97202 | Division Street Investors LLC | 06/01/2016 | 05/31/2027 | $340,000 | Obtained
OR-005 | 7890 SW Barbur Blvd, Portland, OR 97219 | Barbur Gateway Associates | 03/01/2020 | 02/28/2030 | $295,000 | Obtained
OR-006 | 415 NW Murray Blvd, Beaverton, OR 97006 | Cedar Mill Retail Partners LLC | 07/01/2018 | 06/30/2028 | $365,000 | Obtained
OR-007 | 1920 NE Broadway, Portland, OR 97232 | Broadway Crossing LLC | 11/01/2017 | 10/31/2029 | $350,000 | Pending
OR-008 | 560 SW 3rd Street, Lake Oswego, OR 97034 | LO Town Center LLC | 02/01/2019 | 01/31/2031 | $410,000 | Obtained
OR-009 | 8800 SE Sunnyside Road, Clackamas, OR 97015 | Sunnyside Crossing Partners | 05/01/2020 | 04/30/2030 | $310,000 | Obtained
OR-010 | 12450 SW Main Street, Tigard, OR 97223 | Tigard Main Street Investors LLC | 08/01/2017 | 07/31/2028 | $325,000 | Obtained
OR-011 | 3455 Commercial Street SE, Salem, OR 97302 | Salem Gateway Properties Inc. | 04/15/2018 | 04/14/2029 | $285,000 | Obtained
OR-012 | 1280 NW 9th Street, Corvallis, OR 97330 | Corvallis Retail Holdings LLC | 10/01/2019 | 09/30/2031 | $265,000 | Obtained
OR-013 | 2700 Willamette Street, Eugene, OR 97405 | Willamette Center Associates LP | 06/01/2017 | 05/31/2028 | $310,000 | Obtained
OR-014 | 4590 Franklin Blvd, Eugene, OR 97403 | Franklin Gateway LLC | 01/15/2020 | 01/14/2032 | $290,000 | Pending
OR-015 | 1855 NE 3rd Street, Bend, OR 97701 | Bend Marketplace Investors LLC | 03/01/2019 | 02/28/2031 | $345,000 | Obtained
OR-016 | 620 SW 6th Street, Redmond, OR 97756 | Redmond Town Beaumont Industries | 09/01/2020 | 08/31/2030 | $275,000 | Obtained
OR-017 | 2310 Crater Lake Highway, Medford, OR 97504 | Southern Oregon Retail LP | 07/01/2018 | 06/30/2029 | $295,000 | Obtained
OR-018 | 1450 Siskiyou Blvd, Ashland, OR 97520 | Ashland Towne Centre LLC | 11/15/2019 | 11/14/2031 | $270,000 | Pending
OR-019 | 3780 River Road N, Keizer, OR 97303 | Keizer Station Partners LLC | 05/01/2021 | 04/30/2031 | $310,000 | Obtained
OR-020 | 975 NW Wall Street, Bend, OR 97703 | Wall Street Retail Associates | 02/01/2020 | 01/31/2032 | $355,000 | Obtained
OR-021 | 1640 Highway 101, Florence, OR 97439 | Oregon Coast Properties Inc. | 08/01/2019 | 07/31/2029 | $235,000 | Obtained
OR-022 | 4120 SE Woodstock Blvd, Portland, OR 97206 | Woodstock Village Partners LP | 12/01/2018 | 11/30/2030 | $320,000 | Obtained
Store No. | Location | Landlord | Lease Date | Expiration Date | Annual Base Rent | Consent Status
CA-001 | 2550 Churn Creek Road, Redding, CA 96002 | Shasta Gateway Retail LLC | 06/01/2018 | 05/31/2029 | $305,000 | Obtained
CA-002 | 1800 East Avenue, Chico, CA 95926 | Chico Marketplace Partners LP | 09/01/2019 | 08/31/2031 | $320,000 | Obtained
CA-003 | 4250 Arden Way, Sacramento, CA 95864 | Arden Fair Properties Inc. | 01/01/2018 | 12/31/2028 | $425,000 | Obtained
CA-004 | 1635 East Bidwell Street, Folsom, CA 95630 | Folsom Gateway LLC | 04/01/2020 | 03/31/2032 | $385,000 | Pending
CA-005 | 3900 Manzanita Avenue, Carmichael, CA 95608 | River City Retail Holdings LLC | 07/15/2019 | 07/14/2031 | $350,000 | Obtained
CA-006 | 2180 Golden Centre Lane, Gold River, CA 95670 | Gold River Town Centre LP | 10/01/2018 | 09/30/2029 | $370,000 | Obtained
CA-007 | 5500 Sunrise Blvd, Citrus Heights, CA 95610 | Sunrise Marketplace Associates | 03/01/2019 | 02/28/2030 | $340,000 | Pending
CA-008 | 1290 W. Covell Blvd, Davis, CA 95616 | Davis Square Properties LLC | 11/01/2017 | 10/31/2028 | $380,000 | Obtained
CA-009 | 875 East Main Street, Grass Valley, CA 95945 | Nevada County Retail Partners | 05/01/2020 | 04/30/2030 | $265,000 | Obtained
CA-010 | 3420 Cleveland Avenue, Santa Rosa, CA 95403 | Sonoma Retail Investors LLC | 08/01/2018 | 07/31/2029 | $395,000 | Pending
CA-011 | 1760 Mendocino Avenue, Santa Rosa, CA 95401 | Mendocino Place Partners LP | 02/01/2019 | 01/31/2031 | $360,000 | Pending
CA-012 | 2895 Yulupa Avenue, Santa Rosa, CA 95405 | Yulupa Centre LLC | 06/01/2020 | 05/31/2032 | $335,000 | Obtained
Facility | Location | Landlord | Lease Date | Expiration Date | Square Footage | Annual Base Rent | Rate/Sq. Ft. | Consent Status
DC-001 | 19800 SW Cipole Road, Tualatin, OR 97062 | Tualatin Industrial Properties Inc. | 04/01/2019 | 03/31/2029 | 48,000 sq. ft. | $576,000 | $12.00 | Obtained
No. | Counterparty | Description | Agreement Date | Expiration / Renewal Date | Approximate Annual Value | Consent Required
V-001 | Clearfield Organics Distribution Co. | Primary organic produce and goods distribution agreement | 01/15/2020 | 01/14/2026 (auto-renew for successive 1-year periods) | ~$14,400,000 (~18% of COGS) | Yes — obtained
V-002 | Pacific Coast Dairy Cooperative | Fresh dairy products supply agreement | 03/01/2019 | 02/28/2026 | ~$5,200,000 | No
V-003 | Willamette Valley Bakery Inc. | Artisan bread and baked goods supply agreement | 06/01/2021 | 05/31/2026 | ~$2,800,000 | No
V-004 | Cascade Harvest Farms LLC | Local produce and seasonal agricultural products supply agreement | 09/01/2020 | 08/31/2025 (auto-renew for successive 1-year periods) | ~$3,100,000 | No
V-005 | Summit Seafood Distributors Inc. | Fresh and frozen seafood supply agreement | 04/15/2021 | 04/14/2026 | ~$4,500,000 | No
V-006 | NaturePath Wellness Products LLC | Natural health, supplements, and body care products distribution agreement | 07/01/2020 | 06/30/2026 | ~$2,300,000 | No
V-007 | Columbia Gorge Beverages Inc. | Specialty beverages and juice products supply agreement | 11/01/2019 | 10/31/2025 (auto-renew for successive 2-year periods) | ~$1,900,000 | No
V-008 | Terra Verde Meats Co. | Natural and organic meat products supply agreement | 02/01/2021 | 01/31/2027 | ~$6,700,000 | Yes — obtained
V-009 | Golden State Specialty Foods LLC | Specialty cheese, charcuterie, and deli products supply agreement | 08/15/2020 | 08/14/2026 | ~$3,400,000 | No
V-010 | True Leaf Tea Company | Organic tea and coffee products supply agreement | 05/01/2022 | 04/30/2027 | ~$1,200,000 | No
V-011 | Eco-Pack Solutions Inc. | Sustainable packaging materials and supplies agreement | 10/01/2021 | 09/30/2026 | ~$850,000 | No
V-012 | Fresh Valley Logistics LLC | Refrigerated and dry freight transportation services agreement | 01/01/2022 | 12/31/2025 (auto-renew for successive 1-year periods) | ~$2,400,000 | Yes — obtained
No. | Counterparty | Description | Agreement Date | Expiration / Renewal Date | Approximate Annual Value | Consent Required
M-001 | Northstar Foods Co. LLC (Portland, Oregon) | Manufacturing, packaging, and distribution of EverGreen-branded private-label products, including organic snacks, cereals, frozen meals, and condiments | 03/15/2019 | 03/14/2027 | ~$4,800,000 | Yes — obtained
No. | Counterparty | Description | Agreement Date | Expiration / Renewal Date | Approximate Annual License Fee | Consent Required
T-001 | Meridian Commerce Solutions Inc. | Enterprise point-of-sale (POS) and inventory management system license agreement, including support, maintenance, and hosting services for 34 store locations and 1 distribution center | 07/01/2020 | 06/30/2026 (auto-renew for successive 2-year periods) | ~$420,000 | Yes — pending
No. | Counterparty | Description | Agreement Date | Expiration / Renewal Date | Consent Required
O-001 | Evergreen Janitorial Services Inc. | Janitorial and facility cleaning services agreement for all 34 store locations | 01/01/2023 | 12/31/2025 | No
O-002 | Pinnacle Security Systems LLC | Security monitoring and alarm system services agreement for all 34 stores and 1 distribution center | 04/01/2022 | 03/31/2027 | No
O-003 | NW Pest Management Co. | Integrated pest management services agreement for all 34 stores and 1 distribution center | 06/01/2021 | 05/31/2026 | No
O-004 | Greenlight Energy Solutions LLC | Commercial electricity supply agreement (renewable energy credits) for all Oregon locations | 09/01/2022 | 08/31/2027 | No
O-005 | Pacific Northwest Waste & Recycling Inc. | Waste management, composting, and recycling services agreement | 03/01/2023 | 02/28/2026 | No
O-006 | Metro Uniform Services LLC | Employee uniform supply and laundering services agreement | 07/01/2022 | 06/30/2025 | No
O-007 | Cascade Digital Marketing LLC | Digital advertising, social media management, and e-commerce support services agreement | 10/01/2023 | 09/30/2025 | No
O-008 | Various | Open purchase orders for inventory and supplies in the ordinary course of business, outstanding as of the Closing Date | Various | Various | No

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

RECITALS

ASSIGNORS:

EVERGREEN MARKET CO. LLC

CASCADE RETAIL HOLDINGS INC.

ASSIGNEE:

RIDGELINE CONSUMER PARTNERS LLC

SCHEDULE A

ASSUMED CONTRACTS

SCHEDULE B

ASSUMED LIABILITIES

Record

Parties

Dates

Amounts