1038-00008 · Cascade Retail Holdings · Closing

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BILL OF SALE

EverGreen Market Co. LLC and Cascade Retail Holdings Inc. to Ridgeline Consumer Partners LLC

July 18, 2025

This BILL OF SALE (this "Bill of Sale") is made and entered into as of July 18, 2025 (the "Closing Date"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Cascade"), EverGreen Market Co. LLC, a Delaware limited liability company and wholly owned subsidiary of Cascade ("EverGreen" and, together with Cascade, the "Sellers"), and Ridgeline Consumer Partners LLC, a Delaware limited liability company ("Buyer").

Reference to Purchase Agreement. This Bill of Sale is executed and delivered pursuant to that certain Asset Purchase Agreement, dated as of June 13, 2025 (as amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), by and among the Sellers and Buyer. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

RECITALS

A. The Purchase Agreement. The Sellers and Buyer entered into the Purchase Agreement, dated as of June 13, 2025, pursuant to which the Sellers agreed to sell, transfer, assign, convey, and deliver to Buyer, and Buyer agreed to purchase and acquire from the Sellers, substantially all of the assets used in or necessary for the operation of the EverGreen Market business (as more particularly described in the Purchase Agreement, the "Purchased Assets"), for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000.00) (the "Purchase Price"), on the terms and subject to the conditions set forth in the Purchase Agreement.

B. Closing. The closing of the transactions contemplated by the Purchase Agreement (the "Closing") is occurring on the date hereof. This Bill of Sale is being executed and delivered pursuant to Section 3.2(a)(iii) of the Purchase Agreement as a Seller Closing Deliverable.

C. Purpose. The Sellers desire to transfer, convey, and deliver to Buyer all of the Sellers' right, title, and interest in and to the Purchased Assets, and Buyer desires to accept such transfer, conveyance, and delivery, in each case in accordance with and subject to the terms and conditions of the Purchase Agreement.

NOW, THEREFORE, in consideration of the Purchase Price paid by Buyer and the mutual covenants and agreements contained in the Purchase Agreement and this Bill of Sale, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties agree as follows:

ARTICLE 1 — TRANSFER OF PURCHASED ASSETS

Section 1.1 — Conveyance.

EverGreen Market Co. LLC (EIN: 93-2615488), with its principal office at 1025 NW Lovejoy Street, Suite 300, Portland, Oregon 97209, and Cascade Retail Holdings Inc. (EIN: 91-1847352), with its headquarters at 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119, hereby sell, transfer, assign, convey, and deliver to Ridgeline Consumer Partners LLC (EIN: 84-3921074), with its principal office at 900 SW Fifth Avenue, Suite 2600, Portland, Oregon 97204, and its successors and permitted assigns, all of the Sellers' right, title, and interest in and to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances (each as defined in the Purchase Agreement). This conveyance is made effective as of the Closing Date and is intended to vest in Buyer good and marketable title to the Purchased Assets, subject only to Permitted Encumbrances.

Section 1.2 — Description of Purchased Assets.

The Purchased Assets are as defined in, and more fully described in, the Purchase Agreement, including the schedules and exhibits attached thereto. Without limiting the generality of the foregoing, the Purchased Assets include, without limitation, the following categories of assets:

(a) Inventory. All inventory of the EverGreen Market business as of the Closing Date, including all merchandise, raw materials, packaging, supplies, and other stock-in-trade, wherever located, including inventory located at the thirty-four (34) store locations (consisting of twenty-two (22) stores in the State of Oregon and twelve (12) stores in Northern California) and the distribution center located at 19800 SW Cipole Road, Tualatin, Oregon 97062 (the "Distribution Center"). The approximate value of such inventory, at cost, as of the Closing Date is Six Million Eight Hundred Thousand Dollars ($6,800,000.00), as determined in accordance with the inventory valuation methodology set forth in Section 2.5 of the Purchase Agreement, subject to the post-closing true-up adjustment procedures described therein.

(b) Furniture, Fixtures, and Equipment. All furniture, fixtures, equipment, machinery, tools, vehicles (including delivery vehicles and forklifts), computers, servers, telecommunications equipment, and other tangible personal property used in or held for use in connection with the operation of the EverGreen Market business, whether located at the store locations, the Distribution Center, or elsewhere. The approximate aggregate net book value of such assets as of the Closing Date is Four Million One Hundred Thousand Dollars ($4,100,000.00). Without limiting the generality of the foregoing, the furniture, fixtures, and equipment include: all store shelving, display cases, and merchandising fixtures; all commercial refrigeration and freezer units; all point-of-sale terminals, barcode scanners, cash registers, and related peripherals; all warehouse racking, conveyor systems, pallet jacks, and other warehouse equipment located at the approximately forty-eight thousand (48,000) square foot Distribution Center in Tualatin, Oregon; and all other FF&E at each of the thirty-four (34) store locations, as more specifically identified on Schedule 2.1(b) to the Purchase Agreement.

(c) intellectual Property. All intellectual property rights owned by the Sellers and used in or related to the EverGreen Market business, including all trademarks, service marks, trade names, logos, trade dress, and associated goodwill, including, without limitation:

(i) Federal trademark registration: "EVERGREEN MARKET" (U.S. Registration No. 5,284,331, registered June 12, 2018, International Class 35);

(ii) Federal trademark registration: "EVERGREEN NATURALS" (U.S. Registration No. 5,612,074, registered September 3, 2019, International Classes 29 and 30);

(iii) All common-law trademark rights associated with the foregoing marks and any other unregistered marks used in connection with the EverGreen Market business;

(iv) The internet domain names evergreenmarket.com and evergreenmarketco.com, together with all content, data, and materials hosted thereon;

(v) All social media accounts associated with the EverGreen Market brand, including accounts on Northpoint Services Inc., Kestrel Services Inc., X (formerly Fenmore Solutions), Dunmore & Co., Pinterest, and Crowne Albany Partners LLC; and

(vi) All other intellectual property rights of the Sellers related to the EverGreen Market business, including copyrights, recipes, proprietary formulations, trade secrets, know-how, customer insights, and proprietary data, as more fully set forth in the Purchase Agreement.

For the avoidance of doubt, the trademarks and related intellectual property described in this Section 1.2(c) are also the subject of a separate Trademark Assignment Agreement, dated as of even date herewith, executed and delivered concurrently with this Bill of Sale. To the extent of any conflict between this Bill of Sale and the Trademark Assignment Agreement with respect to the conveyance of trademark rights, the Trademark Assignment Agreement shall control.

(d) Customer Lists and Business Records. All customer lists, customer databases, customer purchase histories, customer loyalty program data and records, vendor lists, mailing lists, supplier information, purchasing records, sales records, marketing materials, advertising materials, promotional materials, product development files, and other business records of any kind related to the EverGreen Market business, whether in physical or electronic form, including all data stored in the Sellers' enterprise resource planning systems, customer relationship management systems, and other information technology systems to the extent exclusively related to the EverGreen Market business.

(e) Permits and Licenses. All permits, licenses, approvals, authorizations, certifications, registrations, consents, and other governmental or quasi-governmental approvals held by the Sellers in connection with the operation of the EverGreen Market business, to the extent transferable under applicable law, including, without limitation:

(i) Oregon Department of Agriculture food establishment licenses for the twenty-two (22) Oregon store locations;

(ii) California Department of Public Health food facility permits for the twelve (12) Northern California store locations;

(iii) Subject to the completion of all required transfer applications and regulatory approvals, Oregon Liquor and Cannabis Commission (formerly Oregon Liquor Control Commission) licenses for the twenty-two (22) Oregon stores; and

(iv) Subject to the completion of all required transfer applications and regulatory approvals, California Department of Alcoholic Beverage Control licenses for the twelve (12) California stores.

The parties acknowledge that certain permits and licenses may require the filing of transfer applications, the payment of transfer fees, and/or the receipt of governmental approvals prior to the effective transfer thereof, and the Sellers and Buyer shall cooperate in good faith to complete such transfers in accordance with the terms of the Purchase Agreement.

(f) Contracts. All of the Sellers' rights, benefits, interests, and obligations under the Assumed Contracts, as assigned to and assumed by Buyer pursuant to the Assignment and Assumption Agreement, dated as of even date herewith, executed and delivered concurrently with this Bill of Sale. The Assumed Contracts include, without limitation:

(i) The twelve (12) key vendor and supplier contracts identified on Schedule 2.1(f)(i) to the Purchase Agreement, including the supply and distribution contract with Clearfield Organics Distribution Co., dated March 15, 2022, as amended;

(ii) The private-label manufacturing agreement with Northstar Foods Co. LLC, dated November 1, 2021, as amended, pursuant to which Northstar manufactures the "EverGreen Naturals" branded product line;

(iii) The POS and inventory management system license agreement with Meridian Commerce Solutions Inc., dated January 8, 2023, as amended;

(iv) All thirty-four (34) store leases and related amendments, subleases, and ancillary occupancy agreements for the EverGreen Market store locations, as listed on Schedule 2.1(f)(iv) to the Purchase Agreement; and

(v) The lease for the Distribution Center located at 19800 SW Cipole Road, Tualatin, Oregon 97062, dated April 22, 2020, between Cipole Industrial Partners LLC, as landlord, and EverGreen Market Co. LLC, as tenant, as amended.

(g) Goodwill. All goodwill of the EverGreen Market business as a going concern, including goodwill associated with the trade names, trademarks, customer relationships, supplier relationships, workforce, and reputation of the EverGreen Market business.

(h) Other Purchased Assets. All other assets, properties, rights, claims, and interests of every kind and nature, whether tangible or intangible, real or personal, known or unknown, accrued or contingent, that are used in, held for use in, or necessary for the operation of the EverGreen Market business, in each case as more fully described in Article II of the Purchase Agreement, including the schedules and exhibits thereto.

Section 1.3 — Excluded Assets.

Notwithstanding anything to the contrary contained in Section 1.1 or Section 1.2 of this Bill of Sale, the Purchased Assets shall not include, and the Sellers are not hereby conveying, transferring, assigning, or delivering, any of the Excluded Assets (as defined in Section 2.2 of the Purchase Agreement). The Excluded Assets include, without limitation, the following:

(a) all cash, cash equivalents, bank accounts, certificates of deposit, money market accounts, and short-term investments of the Sellers;

(b) all intercompany receivables and payables between or among the Sellers and their respective affiliates;

(d) all corporate-level insurance policies of the Sellers and their affiliates, including directors' and officers' liability insurance policies and general commercial liability insurance policies maintained at the Cascade parent-company level;

(e) the Cascade shared-service information technology systems and infrastructure, including the Cascade enterprise resource planning platform, the Cascade corporate email system, and related hardware and software (which are the subject of a separate Transition Services Agreement, dated as of even date herewith, pursuant to which Cascade will provide transitional access to certain of such systems for a period not to exceed twelve (12) months following the Closing Date);

(f) the "Cascade" and "Cascade Retail" trade names, trademarks, service marks, logos, and associated goodwill, and all other intellectual property rights of Cascade not exclusively related to the EverGreen Market business;

(g) all minute books, organizational documents, corporate seals, stock transfer ledgers, and other records relating to the corporate or organizational existence of the Sellers; and

(h) all other assets, properties, and rights specifically identified as Excluded Assets on Schedule 2.2 to the Purchase Agreement.

ARTICLE 2 — TERMS AND CONDITIONS OF TRANSFER

Section 2.1 — As-Is, Where-Is.

EXCEPT AS EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV OF THE PURCHASE AGREEMENT, THE PURCHASED ASSETS ARE BEING TRANSFERRED, CONVEYED, AND DELIVERED ON AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, CONDITION, QUALITY, DURABILITY, OPERABILITY, OR SUITABILITY. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, NEITHER SELLER NOR ANY OF THEIR RESPECTIVE AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS, OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE PURCHASED ASSETS, THE EVERGREEN MARKET BUSINESS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE PURCHASE AGREEMENT, AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

Section 2.2 — Subject to Purchase Agreement.

This Bill of Sale is executed and delivered pursuant to, and is subject to and governed by, the terms and conditions of the Purchase Agreement, including, without limitation, all representations, warranties, covenants, agreements, conditions, and indemnification obligations set forth therein. Nothing contained in this Bill of Sale shall be deemed to supersede, limit, expand, modify, or otherwise alter any of the provisions, terms, conditions, representations, warranties, covenants, agreements, or indemnification obligations contained in the Purchase Agreement. Without limiting the generality of the foregoing, the delivery of this Bill of Sale shall not be deemed to enlarge, expand, or extend the scope of the representations and warranties made by any party in the Purchase Agreement, and Buyer's sole and exclusive remedies for any breach of any representation, warranty, covenant, or agreement shall be as set forth in the Purchase Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Bill of Sale and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control, govern, and prevail in all respects.

Section 2.3 — Further Assurances.

Each Seller hereby covenants and agrees that, at any time and from time to time after the date hereof, at Buyer's reasonable request and at Buyer's sole cost and expense (including, without limitation, the cost of preparing, executing, and recording any instruments or documents), each Seller shall do, execute, acknowledge, and deliver, or shall cause to be done, executed, acknowledged, and delivered, all such further acts, deeds, bills of sale, assignments, transfers, conveyances, powers of attorney, certificates, assurances, and other instruments and documents as may be reasonably required or desirable to (a) more effectively transfer, convey, and assign to Buyer, and to vest in Buyer good and marketable title to, any or all of the Purchased Assets, (b) confirm Buyer's right, title, and interest in and to the Purchased Assets, and (c) otherwise carry out the purposes and intent of this Bill of Sale and the Purchase Agreement. The obligations of the Sellers under this Section 2.3 shall be subject to, and shall not expand or modify, the Sellers' obligations under Section 6.6 of the Purchase Agreement.

Section 2.4 — Power of Attorney.

Each Seller hereby irrevocably constitutes and appoints Buyer, and Buyer's officers, managers, members, agents, and designees, individually and collectively, as such Seller's true and lawful attorney-in-fact and agent, with full power and authority in such Seller's name, place, and stead, to take any and all actions and to execute, deliver, acknowledge, and file any and all instruments, documents, and agreements that Buyer may deem necessary or desirable to effectuate the purposes and intent of this Bill of Sale and the transactions contemplated hereby, including, without limitation:

(a) the endorsement of checks, drafts, and other instruments of payment payable to or for the account of such Seller to the extent related to the Purchased Assets;

(b) the filing of documents, applications, and notices with any governmental authority, regulatory body, or other person or entity in connection with the transfer of permits, licenses, registrations, or other authorizations included in the Purchased Assets;

(c) the execution and delivery of any assignments, transfer forms, consents, or other documents required to complete the transfer of any Purchased Assets to Buyer; and

(d) the taking of any other action that Buyer deems reasonably necessary or appropriate to confirm or perfect Buyer's right, title, and interest in and to the Purchased Assets.

This power of attorney is coupled with an interest and is irrevocable. Buyer shall exercise the power of attorney granted hereunder only in a manner that is consistent with the terms and conditions of the Purchase Agreement.

ARTICLE 3 — MISCELLANEOUS

Section 3.1 — Successors and Assigns.

This Bill of Sale 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 its rights or obligations under this Bill of Sale except in accordance with the provisions of the Purchase Agreement governing the assignment of rights and obligations thereunder.

Section 3.2 — Governing Law.

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

Section 3.3 — Counterparts.

This Bill of Sale may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Bill of Sale by electronic transmission, including by portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall be effective as delivery of a manually executed original counterpart.

Section 3.4 — Amendment.

This Bill of Sale may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by a written instrument signed by each of the Sellers and Buyer specifically referencing this Bill of Sale and stating the parties' intention to amend, modify, or supplement this Bill of Sale.

Section 3.5 — Entire Agreement.

This Bill of Sale, together with the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement), constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings (whether written or oral) with respect to such subject matter. For the avoidance of doubt, the Transaction Documents referred to herein include: (a) the Assignment and Assumption Agreement, dated as of even date herewith, by and between the Sellers and Buyer; (b) the Escrow Agreement, dated as of even date herewith, by and among the Sellers, Buyer, and Colton Pacific Bank, N.A., as escrow agent; (c) the Transition Services Agreement, dated as of even date herewith, by and between Cascade and Buyer; (d) the Trademark Assignment Agreement, dated as of even date herewith, by and between the Sellers and Buyer; and (e) the Non-Competition and Non-Solicitation Agreement, dated as of even date herewith, by and between Cascade and Buyer.

[Remainder of this page intentionally left blank; signature pages follow.]

SIGNATURE PAGE TO BILL OF SALE

IN WITNESS WHEREOF, the undersigned have executed and delivered this Bill of Sale as of the date first written above.

SELLERS:

EVERGREEN MARKET CO. LLC, a Delaware limited liability company

By: Cascade Retail Holdings Inc., its sole member

By: ________

Name: James Yoon

Title: SVP, Corporate Development

Date: ________

SIGNATURE PAGE TO BILL OF SALE

CASCADE RETAIL HOLDINGS INC., a Delaware corporation

By: ________

Name: James Yoon

Title: SVP, Corporate Development

Date: ________

SIGNATURE PAGE TO BILL OF SALE

ACCEPTED AND ACKNOWLEDGED BY BUYER:

Buyer hereby accepts the transfer, conveyance, and delivery of the Purchased Assets on the terms and subject to the conditions set forth in this Bill of Sale and the Purchase Agreement.

RIDGELINE CONSUMER PARTNERS LLC, a Delaware limited liability company

By: ________

Name: Thomas Weatherford

Title: Managing Partner

Date: ________

BILL OF SALE
EverGreen Market Co. LLC and Cascade Retail Holdings Inc. to Ridgeline Consumer Partners LLC
July 18, 2025
This BILL OF SALE (this "Bill of Sale") is made and entered into as of July 18, 2025 (the "Closing Date"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Cascade"), EverGreen Market Co. LLC, a Delaware limited liability company and wholly owned subsidiary of Cascade ("EverGreen" and, together with Cascade, the "Sellers"), and Ridgeline Consumer Partners LLC, a Delaware limited liability company ("Buyer").
Reference to Purchase Agreement. This Bill of Sale is executed and delivered pursuant to that certain Asset Purchase Agreement, dated as of June 13, 2025 (as amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), by and among the Sellers and Buyer. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
RECITALS
A. The Purchase Agreement. The Sellers and Buyer entered into the Purchase Agreement, dated as of June 13, 2025, pursuant to which the Sellers agreed to sell, transfer, assign, convey, and deliver to Buyer, and Buyer agreed to purchase and acquire from the Sellers, substantially all of the assets used in or necessary for the operation of the EverGreen Market business (as more particularly described in the Purchase Agreement, the "Purchased Assets"), for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000.00) (the "Purchase Price"), on the terms and subject to the conditions set forth in the Purchase Agreement.
B. Closing. The closing of the transactions contemplated by the Purchase Agreement (the "Closing") is occurring on the date hereof. This Bill of Sale is being executed and delivered pursuant to Section 3.2(a)(iii) of the Purchase Agreement as a Seller Closing Deliverable.
C. Purpose. The Sellers desire to transfer, convey, and deliver to Buyer all of the Sellers' right, title, and interest in and to the Purchased Assets, and Buyer desires to accept such transfer, conveyance, and delivery, in each case in accordance with and subject to the terms and conditions of the Purchase Agreement.
NOW, THEREFORE, in consideration of the Purchase Price paid by Buyer and the mutual covenants and agreements contained in the Purchase Agreement and this Bill of Sale, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties agree as follows:
ARTICLE 1 — TRANSFER OF PURCHASED ASSETS
Section 1.1 — Conveyance.
EverGreen Market Co. LLC (EIN: 93-2615488), with its principal office at 1025 NW Lovejoy Street, Suite 300, Portland, Oregon 97209, and Cascade Retail Holdings Inc. (EIN: 91-1847352), with its headquarters at 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119, hereby sell, transfer, assign, convey, and deliver to Ridgeline Consumer Partners LLC (EIN: 84-3921074), with its principal office at 900 SW Fifth Avenue, Suite 2600, Portland, Oregon 97204, and its successors and permitted assigns, all of the Sellers' right, title, and interest in and to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances (each as defined in the Purchase Agreement). This conveyance is made effective as of the Closing Date and is intended to vest in Buyer good and marketable title to the Purchased Assets, subject only to Permitted Encumbrances.
Section 1.2 — Description of Purchased Assets.
The Purchased Assets are as defined in, and more fully described in, the Purchase Agreement, including the schedules and exhibits attached thereto. Without limiting the generality of the foregoing, the Purchased Assets include, without limitation, the following categories of assets:
(a) Inventory. All inventory of the EverGreen Market business as of the Closing Date, including all merchandise, raw materials, packaging, supplies, and other stock-in-trade, wherever located, including inventory located at the thirty-four (34) store locations (consisting of twenty-two (22) stores in the State of Oregon and twelve (12) stores in Northern California) and the distribution center located at 19800 SW Cipole Road, Tualatin, Oregon 97062 (the "Distribution Center"). The approximate value of such inventory, at cost, as of the Closing Date is Six Million Eight Hundred Thousand Dollars ($6,800,000.00), as determined in accordance with the inventory valuation methodology set forth in Section 2.5 of the Purchase Agreement, subject to the post-closing true-up adjustment procedures described therein.
(b) Furniture, Fixtures, and Equipment. All furniture, fixtures, equipment, machinery, tools, vehicles (including delivery vehicles and forklifts), computers, servers, telecommunications equipment, and other tangible personal property used in or held for use in connection with the operation of the EverGreen Market business, whether located at the store locations, the Distribution Center, or elsewhere. The approximate aggregate net book value of such assets as of the Closing Date is Four Million One Hundred Thousand Dollars ($4,100,000.00). Without limiting the generality of the foregoing, the furniture, fixtures, and equipment include: all store shelving, display cases, and merchandising fixtures; all commercial refrigeration and freezer units; all point-of-sale terminals, barcode scanners, cash registers, and related peripherals; all warehouse racking, conveyor systems, pallet jacks, and other warehouse equipment located at the approximately forty-eight thousand (48,000) square foot Distribution Center in Tualatin, Oregon; and all other FF&E at each of the thirty-four (34) store locations, as more specifically identified on Schedule 2.1(b) to the Purchase Agreement.
(c) intellectual Property. All intellectual property rights owned by the Sellers and used in or related to the EverGreen Market business, including all trademarks, service marks, trade names, logos, trade dress, and associated goodwill, including, without limitation:
(i) Federal trademark registration: "EVERGREEN MARKET" (U.S. Registration No. 5,284,331, registered June 12, 2018, International Class 35);
(ii) Federal trademark registration: "EVERGREEN NATURALS" (U.S. Registration No. 5,612,074, registered September 3, 2019, International Classes 29 and 30);
(iii) All common-law trademark rights associated with the foregoing marks and any other unregistered marks used in connection with the EverGreen Market business;
(iv) The internet domain names evergreenmarket.com and evergreenmarketco.com, together with all content, data, and materials hosted thereon;
(v) All social media accounts associated with the EverGreen Market brand, including accounts on Northpoint Services Inc., Kestrel Services Inc., X (formerly Fenmore Solutions), Dunmore & Co., Pinterest, and Crowne Albany Partners LLC; and
(vi) All other intellectual property rights of the Sellers related to the EverGreen Market business, including copyrights, recipes, proprietary formulations, trade secrets, know-how, customer insights, and proprietary data, as more fully set forth in the Purchase Agreement.
For the avoidance of doubt, the trademarks and related intellectual property described in this Section 1.2(c) are also the subject of a separate Trademark Assignment Agreement, dated as of even date herewith, executed and delivered concurrently with this Bill of Sale. To the extent of any conflict between this Bill of Sale and the Trademark Assignment Agreement with respect to the conveyance of trademark rights, the Trademark Assignment Agreement shall control.
(d) Customer Lists and Business Records. All customer lists, customer databases, customer purchase histories, customer loyalty program data and records, vendor lists, mailing lists, supplier information, purchasing records, sales records, marketing materials, advertising materials, promotional materials, product development files, and other business records of any kind related to the EverGreen Market business, whether in physical or electronic form, including all data stored in the Sellers' enterprise resource planning systems, customer relationship management systems, and other information technology systems to the extent exclusively related to the EverGreen Market business.
(e) Permits and Licenses. All permits, licenses, approvals, authorizations, certifications, registrations, consents, and other governmental or quasi-governmental approvals held by the Sellers in connection with the operation of the EverGreen Market business, to the extent transferable under applicable law, including, without limitation:
(i) Oregon Department of Agriculture food establishment licenses for the twenty-two (22) Oregon store locations;
(ii) California Department of Public Health food facility permits for the twelve (12) Northern California store locations;
(iii) Subject to the completion of all required transfer applications and regulatory approvals, Oregon Liquor and Cannabis Commission (formerly Oregon Liquor Control Commission) licenses for the twenty-two (22) Oregon stores; and
(iv) Subject to the completion of all required transfer applications and regulatory approvals, California Department of Alcoholic Beverage Control licenses for the twelve (12) California stores.
The parties acknowledge that certain permits and licenses may require the filing of transfer applications, the payment of transfer fees, and/or the receipt of governmental approvals prior to the effective transfer thereof, and the Sellers and Buyer shall cooperate in good faith to complete such transfers in accordance with the terms of the Purchase Agreement.
(f) Contracts. All of the Sellers' rights, benefits, interests, and obligations under the Assumed Contracts, as assigned to and assumed by Buyer pursuant to the Assignment and Assumption Agreement, dated as of even date herewith, executed and delivered concurrently with this Bill of Sale. The Assumed Contracts include, without limitation:
(i) The twelve (12) key vendor and supplier contracts identified on Schedule 2.1(f)(i) to the Purchase Agreement, including the supply and distribution contract with Clearfield Organics Distribution Co., dated March 15, 2022, as amended;
(ii) The private-label manufacturing agreement with Northstar Foods Co. LLC, dated November 1, 2021, as amended, pursuant to which Northstar manufactures the "EverGreen Naturals" branded product line;
(iii) The POS and inventory management system license agreement with Meridian Commerce Solutions Inc., dated January 8, 2023, as amended;
(iv) All thirty-four (34) store leases and related amendments, subleases, and ancillary occupancy agreements for the EverGreen Market store locations, as listed on Schedule 2.1(f)(iv) to the Purchase Agreement; and
(v) The lease for the Distribution Center located at 19800 SW Cipole Road, Tualatin, Oregon 97062, dated April 22, 2020, between Cipole Industrial Partners LLC, as landlord, and EverGreen Market Co. LLC, as tenant, as amended.
(g) Goodwill. All goodwill of the EverGreen Market business as a going concern, including goodwill associated with the trade names, trademarks, customer relationships, supplier relationships, workforce, and reputation of the EverGreen Market business.
(h) Other Purchased Assets. All other assets, properties, rights, claims, and interests of every kind and nature, whether tangible or intangible, real or personal, known or unknown, accrued or contingent, that are used in, held for use in, or necessary for the operation of the EverGreen Market business, in each case as more fully described in Article II of the Purchase Agreement, including the schedules and exhibits thereto.
Section 1.3 — Excluded Assets.
Notwithstanding anything to the contrary contained in Section 1.1 or Section 1.2 of this Bill of Sale, the Purchased Assets shall not include, and the Sellers are not hereby conveying, transferring, assigning, or delivering, any of the Excluded Assets (as defined in Section 2.2 of the Purchase Agreement). The Excluded Assets include, without limitation, the following:
(a) all cash, cash equivalents, bank accounts, certificates of deposit, money market accounts, and short-term investments of the Sellers;
(b) all intercompany receivables and payables between or among the Sellers and their respective affiliates;
(c) all rights to tax refunds, credits, and overpayments attributable to pre-Closing tax periods;
(d) all corporate-level insurance policies of the Sellers and their affiliates, including directors' and officers' liability insurance policies and general commercial liability insurance policies maintained at the Cascade parent-company level;
(e) the Cascade shared-service information technology systems and infrastructure, including the Cascade enterprise resource planning platform, the Cascade corporate email system, and related hardware and software (which are the subject of a separate Transition Services Agreement, dated as of even date herewith, pursuant to which Cascade will provide transitional access to certain of such systems for a period not to exceed twelve (12) months following the Closing Date);
(f) the "Cascade" and "Cascade Retail" trade names, trademarks, service marks, logos, and associated goodwill, and all other intellectual property rights of Cascade not exclusively related to the EverGreen Market business;
(g) all minute books, organizational documents, corporate seals, stock transfer ledgers, and other records relating to the corporate or organizational existence of the Sellers; and
(h) all other assets, properties, and rights specifically identified as Excluded Assets on Schedule 2.2 to the Purchase Agreement.
ARTICLE 2 — TERMS AND CONDITIONS OF TRANSFER
Section 2.1 — As-Is, Where-Is.
EXCEPT AS EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV OF THE PURCHASE AGREEMENT, THE PURCHASED ASSETS ARE BEING TRANSFERRED, CONVEYED, AND DELIVERED ON AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, CONDITION, QUALITY, DURABILITY, OPERABILITY, OR SUITABILITY. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, NEITHER SELLER NOR ANY OF THEIR RESPECTIVE AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS, OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE PURCHASED ASSETS, THE EVERGREEN MARKET BUSINESS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE PURCHASE AGREEMENT, AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
Section 2.2 — Subject to Purchase Agreement.
This Bill of Sale is executed and delivered pursuant to, and is subject to and governed by, the terms and conditions of the Purchase Agreement, including, without limitation, all representations, warranties, covenants, agreements, conditions, and indemnification obligations set forth therein. Nothing contained in this Bill of Sale shall be deemed to supersede, limit, expand, modify, or otherwise alter any of the provisions, terms, conditions, representations, warranties, covenants, agreements, or indemnification obligations contained in the Purchase Agreement. Without limiting the generality of the foregoing, the delivery of this Bill of Sale shall not be deemed to enlarge, expand, or extend the scope of the representations and warranties made by any party in the Purchase Agreement, and Buyer's sole and exclusive remedies for any breach of any representation, warranty, covenant, or agreement shall be as set forth in the Purchase Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Bill of Sale and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control, govern, and prevail in all respects.
Section 2.3 — Further Assurances.
Each Seller hereby covenants and agrees that, at any time and from time to time after the date hereof, at Buyer's reasonable request and at Buyer's sole cost and expense (including, without limitation, the cost of preparing, executing, and recording any instruments or documents), each Seller shall do, execute, acknowledge, and deliver, or shall cause to be done, executed, acknowledged, and delivered, all such further acts, deeds, bills of sale, assignments, transfers, conveyances, powers of attorney, certificates, assurances, and other instruments and documents as may be reasonably required or desirable to (a) more effectively transfer, convey, and assign to Buyer, and to vest in Buyer good and marketable title to, any or all of the Purchased Assets, (b) confirm Buyer's right, title, and interest in and to the Purchased Assets, and (c) otherwise carry out the purposes and intent of this Bill of Sale and the Purchase Agreement. The obligations of the Sellers under this Section 2.3 shall be subject to, and shall not expand or modify, the Sellers' obligations under Section 6.6 of the Purchase Agreement.
Section 2.4 — Power of Attorney.
Each Seller hereby irrevocably constitutes and appoints Buyer, and Buyer's officers, managers, members, agents, and designees, individually and collectively, as such Seller's true and lawful attorney-in-fact and agent, with full power and authority in such Seller's name, place, and stead, to take any and all actions and to execute, deliver, acknowledge, and file any and all instruments, documents, and agreements that Buyer may deem necessary or desirable to effectuate the purposes and intent of this Bill of Sale and the transactions contemplated hereby, including, without limitation:
(a) the endorsement of checks, drafts, and other instruments of payment payable to or for the account of such Seller to the extent related to the Purchased Assets;
(b) the filing of documents, applications, and notices with any governmental authority, regulatory body, or other person or entity in connection with the transfer of permits, licenses, registrations, or other authorizations included in the Purchased Assets;
(c) the execution and delivery of any assignments, transfer forms, consents, or other documents required to complete the transfer of any Purchased Assets to Buyer; and
(d) the taking of any other action that Buyer deems reasonably necessary or appropriate to confirm or perfect Buyer's right, title, and interest in and to the Purchased Assets.
This power of attorney is coupled with an interest and is irrevocable. Buyer shall exercise the power of attorney granted hereunder only in a manner that is consistent with the terms and conditions of the Purchase Agreement.
ARTICLE 3 — MISCELLANEOUS
Section 3.1 — Successors and Assigns.
This Bill of Sale 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 its rights or obligations under this Bill of Sale except in accordance with the provisions of the Purchase Agreement governing the assignment of rights and obligations thereunder.
Section 3.2 — Governing Law.
This Bill of Sale shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 3.3 — Counterparts.
This Bill of Sale may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Bill of Sale by electronic transmission, including by portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall be effective as delivery of a manually executed original counterpart.
Section 3.4 — Amendment.
This Bill of Sale may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by a written instrument signed by each of the Sellers and Buyer specifically referencing this Bill of Sale and stating the parties' intention to amend, modify, or supplement this Bill of Sale.
Section 3.5 — Entire Agreement.
This Bill of Sale, together with the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement), constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings (whether written or oral) with respect to such subject matter. For the avoidance of doubt, the Transaction Documents referred to herein include: (a) the Assignment and Assumption Agreement, dated as of even date herewith, by and between the Sellers and Buyer; (b) the Escrow Agreement, dated as of even date herewith, by and among the Sellers, Buyer, and Colton Pacific Bank, N.A., as escrow agent; (c) the Transition Services Agreement, dated as of even date herewith, by and between Cascade and Buyer; (d) the Trademark Assignment Agreement, dated as of even date herewith, by and between the Sellers and Buyer; and (e) the Non-Competition and Non-Solicitation Agreement, dated as of even date herewith, by and between Cascade and Buyer.
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SIGNATURE PAGE TO BILL OF SALE
IN WITNESS WHEREOF, the undersigned have executed and delivered this Bill of Sale as of the date first written above.
SELLERS:
EVERGREEN MARKET CO. LLC, a Delaware limited liability company
By: Cascade Retail Holdings Inc., its sole member
By: ________
Name: James Yoon
Title: SVP, Corporate Development
Date: ________
SIGNATURE PAGE TO BILL OF SALE
CASCADE RETAIL HOLDINGS INC., a Delaware corporation
By: ________
Name: James Yoon
Title: SVP, Corporate Development
Date: ________
SIGNATURE PAGE TO BILL OF SALE
ACCEPTED AND ACKNOWLEDGED BY BUYER:
Buyer hereby accepts the transfer, conveyance, and delivery of the Purchased Assets on the terms and subject to the conditions set forth in this Bill of Sale and the Purchase Agreement.
RIDGELINE CONSUMER PARTNERS LLC, a Delaware limited liability company
By: ________
Name: Thomas Weatherford
Title: Managing Partner
Date: ________

BILL OF SALE

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SELLERS:

SIGNATURE PAGE TO BILL OF SALE

SIGNATURE PAGE TO BILL OF SALE

ACCEPTED AND ACKNOWLEDGED BY BUYER:

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