1038-00008 · Cascade Retail Holdings · Closing

seller-officers-certificate.docx DOCUMENT M&A / Corporate

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OFFICER'S CERTIFICATE OF CASCADE RETAIL HOLDINGS INC.

Delivered Pursuant to the Asset Purchase Agreement Dated as of June 13, 2025

This Officer's Certificate (this "Certificate") is delivered pursuant to Section 8.2(c) of that certain Asset Purchase Agreement, dated as of June 13, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Cascade" or "Seller Parent"), EverGreen Market Co. LLC, a Delaware limited liability company and wholly owned subsidiary of Cascade ("EverGreen" or "Seller Sub," and together with Cascade, the "Sellers"), and Ridgeline Consumer Partners LLC, a Delaware limited liability company ("Buyer").

This Certificate is dated as of July 18, 2025 (the "Closing Date") and is delivered as a condition to Buyer's obligation to consummate the closing of the transactions contemplated by the Agreement (the "Transactions"), including, without limitation, the sale, transfer, assignment, and conveyance by the Sellers to Buyer of substantially all of the assets of the EverGreen Market business, comprising thirty-four (34) natural and organic grocery stores located in the States of Oregon and California and one (1) distribution center located in Tualatin, Oregon, for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), subject to adjustment as set forth in the Agreement.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

The undersigned, James Yoon, Senior Vice President, Corporate Development, of Cascade Retail Holdings Inc., a duly authorized officer of Cascade, hereby delivers this Certificate in his capacity as an authorized officer of Cascade and not in his individual capacity, and makes the following certifications and statements for the benefit of Buyer in connection with the consummation of the Transactions on the Closing Date.

Section 1. Certification of Authority and Basis of Knowledge

I, James Yoon, hereby certify that I am the Senior Vice President, Corporate Development, of Cascade Retail Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive office located at 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119. I have held the position of Senior Vice President, Corporate Development, of Cascade since March 2021 and have been actively involved in all material aspects of the Transactions since the commencement of the strategic portfolio review process.

I am duly authorized to execute and deliver this Certificate on behalf of both Sellers, namely Cascade Retail Holdings Inc. and EverGreen Market Co. LLC, pursuant to the resolutions duly adopted by the Board of Directors of Cascade Retail Holdings Inc., copies of which are attached hereto as Exhibit A (the "Board Resolutions"), and pursuant to the delegation of authority provided for in such Board Resolutions.

In connection with the preparation and delivery of this Certificate, I have reviewed the Agreement and all schedules and exhibits thereto, including the representations, warranties, covenants, conditions, and obligations set forth therein. I have made such inquiries and reviewed such documents, records, corporate books, financial statements, contracts, correspondence, regulatory filings, and other information as I have deemed necessary or appropriate in order to make the certifications set forth herein. Without limiting the foregoing, I have consulted with the following officers and employees of Cascade and EverGreen in connection with the preparation of this Certificate:

(a) Renata Saldívar, General Counsel of Cascade Retail Holdings Inc., with respect to legal matters, litigation, regulatory compliance, the status of Required Consents, and the preparation and execution of all ancillary agreements;

(b) Derek Pruitt, Chief Financial Officer of Cascade Retail Holdings Inc., with respect to financial matters, the accuracy of financial representations and warranties, the carveout financial statements, and the working capital calculations;

(c) Patricia Ng, General Manager of EverGreen Market Co. LLC, with respect to the day-to-day operations of the EverGreen Market business, store-level performance, employee matters, vendor relationships, and the conduct of the business during the interim period; and

(d) Steven Halderman, Controller of EverGreen Market Co. LLC, with respect to accounting records, inventory valuations, fixed asset schedules, trade payable and accrued liability balances, and the preparation of closing financial data.

Each of the foregoing individuals has confirmed to me, and I have no reason to believe otherwise, that the information provided to me by such individuals is true, correct, and complete in all material respects as of the date hereof.

Section 2. Representations and Warranties — Truth and Correctness

I hereby certify, on behalf of each Seller, that the representations and warranties of each Seller contained in Article IV of the Agreement are true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications contained therein) as of the date of the Agreement (June 13, 2025) and as of the Closing Date (July 18, 2025), as though made on and as of the Closing Date, except:

(a) to the extent that any such representations and warranties expressly relate to an earlier date or a specified period, in which case such representations and warranties are true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications contained therein) as of such earlier date or with respect to such specified period; and

(b) where the failure of any such representations and warranties to be true and correct (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications contained therein) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business.

For the avoidance of doubt, the term "Material Adverse Effect" as used herein has the meaning set forth in Section 1.1 of the Agreement. This certification is delivered pursuant to and in satisfaction of the closing condition set forth in Section 8.2(a) of the Agreement, which requires as a condition to Buyer's obligation to consummate the Transactions that the representations and warranties of the Sellers be true and correct in the manner and to the extent described in this Section 2.

Section 3. Performance of Covenants

I hereby certify, on behalf of each Seller, that each Seller has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by such Seller on or prior to the Closing Date, including, without limitation, the following:

(a) Conduct of Business in the Ordinary Course. During the interim period between the date of the Agreement (June 13, 2025) and the Closing Date (July 18, 2025), the Sellers have conducted the EverGreen Market business in the ordinary course of business consistent with past practice in all material respects, have used commercially reasonable efforts to preserve intact the business organization, relationships with customers, suppliers, vendors, employees, and other third parties, and have not taken any action that would be prohibited by Section 6.1 of the Agreement without the prior written consent of Buyer.

(b) Cooperation in Obtaining Required Consents. The Sellers have cooperated with Buyer in seeking and obtaining the Required Consents necessary for the consummation of the Transactions. As of the Closing Date, at least thirty-two (32) of the thirty-five (35) landlord consents required as a condition to closing under the Agreement have been obtained, which satisfies the minimum landlord consent threshold set forth in Section 8.2(e) of the Agreement. The Sellers have used commercially reasonable efforts to obtain the remaining three (3) landlord consents and will continue to cooperate with Buyer in connection therewith following the Closing in accordance with Section 6.5 of the Agreement.

(c) Access to Business, Properties, Books, and Records. The Sellers have provided Buyer and its representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the properties, premises, stores, distribution center, books, records, contracts, financial information, employees, and other information relating to the EverGreen Market business as contemplated by Section 6.3 of the Agreement, in each case to the extent reasonably requested by Buyer in connection with its confirmatory due diligence and transition planning efforts.

(d) Cooperation with Representations and Warranties Insurance. The Sellers have cooperated with Buyer and its representatives in connection with Buyer's efforts to obtain the representations and warranties insurance policy (the "R&W Policy") from Marlowe Asset Management Indemnity Insurance Co., as brokered by Trident Assurance Group Inc. Such cooperation has included, without limitation, making officers and employees of the Sellers available for underwriting interviews, providing access to the virtual data room and responding to supplemental information requests from the underwriters, and otherwise facilitating the underwriting and binding of the R&W Policy in accordance with Section 6.4 of the Agreement.

(e) Cooperation with Buyer's Financing. The Sellers have cooperated with Buyer in connection with Buyer's efforts to obtain acquisition financing from Pinnacle Ridge Lending LLC, including, without limitation, providing financial information, historical operating data, and supporting documentation reasonably requested by Buyer or its lender, facilitating the lender's access to the properties and stores as reasonably requested, and otherwise cooperating as contemplated by Section 6.6 of the Agreement.

(f) Employee Notification Obligations. The Sellers have complied with their pre-closing notification obligations to employees of the EverGreen Market business regarding the potential transfer of employment in connection with the Transactions, including the provision of notices to approximately one thousand eight hundred fifty (1,850) employees. Buyer has extended offers of employment to Transferred Employees at least ten (10) business days prior to the Closing Date, and the Sellers have cooperated with Buyer in facilitating the employee offer process as contemplated by Section 6.7 of the Agreement.

(g) Delivery of Carveout Financial Statements. The Sellers have caused to be prepared and delivered to Buyer the carveout financial statements of the EverGreen Market business for the fiscal years ended January 28, 2023 (FY2022), February 3, 2024 (FY2023), and February 1, 2025 (FY2024), which carveout financial statements were prepared by Archer Whitfield LLP, independent certified public accountants, in accordance with the requirements of the Agreement.

(h) Regulatory Transfer Applications. The Sellers have filed or caused to be filed all required regulatory transfer applications in connection with the Transactions, including, without limitation: (i) applications to the Oregon Liquor and Cannabis Commission (OLCC) for the transfer or reissuance of liquor licenses for the twenty-two (22) Oregon store locations; (ii) applications to the California Department of Alcoholic Beverage Control (ABC) for the transfer of liquor licenses for the twelve (12) California store locations; (iii) applications to the Oregon Department of Agriculture for the transfer or reissuance of food establishment licenses; and (iv) applications to the California Department of Public Health for the transfer or reissuance of food facility permits. The Sellers have cooperated with Buyer in connection with such regulatory filings and have provided such information and documentation as has been reasonably requested by the applicable regulatory authorities.

This certification is delivered pursuant to and in satisfaction of the closing condition set forth in Section 8.2(b) of the Agreement, which requires as a condition to Buyer's obligation to consummate the Transactions that each Seller shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by such Seller on or prior to the Closing Date.

Section 4. Absence of Material Adverse Effect

I hereby certify, on behalf of each Seller, that since the date of the Agreement (June 13, 2025) through and including the Closing Date (July 18, 2025), no event, change, occurrence, circumstance, condition, development, state of facts, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Business.

For purposes of this Certificate, the "Business" refers to the EverGreen Market business as defined in the Agreement, which comprises: (i) thirty-four (34) natural and organic grocery retail store locations (twenty-two (22) in the State of Oregon and twelve (12) in Northern California); (ii) one (1) distribution center of approximately 48,000 square feet located at 19800 SW Cipole Road, Tualatin, Oregon 97062; and (iii) all related assets, operations, employees, contracts, intellectual property, permits, and goodwill associated therewith. As of the date hereof, the Business has trailing twelve-month revenue of approximately One Hundred Forty-Two Million Dollars ($142,000,000) and trailing twelve-month Adjusted EBITDA of approximately Eight Million Two Hundred Thousand Dollars ($8,200,000).

Section 5. Attached Resolutions of the Board of Directors

I hereby certify that attached hereto as Exhibit A are true, correct, and complete copies of the resolutions duly adopted by the Board of Directors of Cascade Retail Holdings Inc. by unanimous written consent in lieu of a special meeting, effective as of June 12, 2025 (the "Board Resolutions"), authorizing the following actions:

(a) The execution, delivery, and performance of the Agreement and each ancillary agreement contemplated thereby, including, without limitation: (i) the Escrow Agreement with Colton Pacific Bank, N.A., as escrow agent, governing the indemnity escrow account; (ii) the Transition Services Agreement between Cascade and Buyer; (iii) the Bill of Sale; (iv) the Assignment and Assumption Agreement; (v) the Trademark Assignment Agreement; and (vi) the Non-Competition and Non-Solicitation Agreement;

(b) The sale, transfer, assignment, and conveyance of the Purchased Assets, including all tangible and intangible assets of the EverGreen Market business, to Buyer for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), subject to the post-closing working capital adjustment and other adjustments set forth in the Agreement;

(c) The deposit of Two Million Five Hundred Thousand Dollars ($2,500,000) into the indemnity escrow account at Colton Pacific Bank, N.A., to be held and released in accordance with the terms and conditions of the Escrow Agreement;

(d) The designation of James Yoon, Senior Vice President, Corporate Development, and Renata Saldívar, General Counsel, as authorized officers of the Corporation, each empowered to execute and deliver any and all documents and instruments and to take any and all actions necessary or advisable in connection with the consummation of the Transactions; and

(e) Such other authorizations and approvals as are set forth in the Board Resolutions.

I further certify that the Board Resolutions have not been amended, modified, rescinded, or revoked, in whole or in part, at any time since their adoption, and that the Board Resolutions remain in full force and effect as of the Closing Date. No other approvals, consents, or authorizations of the Board of Directors of Cascade Retail Holdings Inc. (or any committee thereof) are required in connection with the consummation of the Transactions.

Section 6. Good Standing and Organization

I hereby certify the following with respect to the organization and good standing of each Seller:

(a) Cascade Retail Holdings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Cascade's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. Cascade's Employer Identification Number is 91-1847352. Cascade's common stock is listed on the Nasdaq Stock Market under the ticker symbol "CRHI." Cascade has the corporate power and authority to execute and deliver the Agreement and each ancillary agreement to which it is a party, to perform its obligations thereunder, and to consummate the Transactions.

(b) EverGreen Market Co. LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. EverGreen's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. EverGreen's principal office is located at 1025 NW Lovejoy Street, Suite 300, Portland, Oregon 97209. EverGreen's Employer Identification Number is 93-2615488. EverGreen is a wholly owned subsidiary of Cascade, and Cascade is the sole member of EverGreen. EverGreen has the limited liability company power and authority to execute and deliver the Agreement and each ancillary agreement to which it is a party, to perform its obligations thereunder, and to consummate the Transactions.

(c) Each Seller is duly qualified to transact business and is in good standing as a foreign entity in each jurisdiction in which the ownership or leasing of its properties or the conduct of the Business requires such qualification, including, without limitation, the States of Oregon, California, and Washington. Neither Seller has received any notice of proceedings relating to the revocation or limitation of any such qualification.

Section 7. No Litigation

I hereby certify that, as of the Closing Date, there is no action, suit, proceeding, claim, arbitration, governmental investigation, or other legal or administrative proceeding pending or, to the knowledge of the undersigned (after due inquiry), threatened against either Seller or any of their respective officers, directors, managers, or members that would:

(a) challenge the validity or enforceability of the Agreement or any ancillary agreement executed in connection with the Transactions;

(b) seek to restrain, enjoin, prevent, or prohibit the consummation of the Transactions or any material aspect thereof; or

No temporary restraining order, preliminary or permanent injunction, or other order or decree of any court, arbitrator, or governmental authority has been issued that would prohibit or materially delay the consummation of the Transactions.

Section 8. Delivery of Closing Deliverables

I hereby certify that, concurrently with or prior to the delivery of this Certificate on the Closing Date, each Seller has delivered or caused to be delivered to Buyer all of the Seller Closing Deliverables required to be delivered pursuant to Section 3.2 of the Agreement, including, without limitation, the following:

(a) Asset Purchase Agreement. A duly executed counterpart of the Agreement, executed by Cascade Retail Holdings Inc. and EverGreen Market Co. LLC.

(b) Bill of Sale. A Bill of Sale, duly executed by EverGreen Market Co. LLC and Cascade Retail Holdings Inc., transferring the Purchased Assets to Buyer, including, without limitation: (i) inventory with an estimated aggregate cost value of approximately Six Million Eight Hundred Thousand Dollars ($6,800,000); (ii) furniture, fixtures, and equipment with an estimated aggregate net book value of approximately Four Million One Hundred Thousand Dollars ($4,100,000); (iii) intellectual property (other than the registered trademarks assigned pursuant to the Trademark Assignment Agreement); (iv) customer lists and customer data; (v) transferable permits and licenses; and (vi) goodwill of the Business.

(c) Assignment and Assumption Agreement. An Assignment and Assumption Agreement, duly executed by EverGreen Market Co. LLC, assigning to Buyer the Assumed Contracts and the Assumed Liabilities. The Assumed Contracts include: (i) thirty-four (34) store leases; (ii) one (1) distribution center lease for the facility located at 19800 SW Cipole Road, Tualatin, Oregon 97062; and (iii) twelve (12) key vendor and supplier contracts, including the distribution agreement with Clearfield Organics Distribution Co., the private-label manufacturing agreement with Northstar Foods Co. LLC, and the point-of-sale license agreement with Meridian Commerce Solutions Inc. The Assumed Liabilities include: (i) approximately Three Million Nine Hundred Thousand Dollars ($3,900,000) in trade payables and accrued liabilities; and (ii) approximately Eight Hundred Twenty Thousand Dollars ($820,000) in accrued vacation and paid time off for Transferred Employees.

(d) Trademark Assignment Agreement. A Trademark Assignment Agreement, duly executed by Cascade Retail Holdings Inc., assigning to Buyer all right, title, and interest in and to: (i) the EVERGREEN MARKET trademark (U.S. Registration No. 5,284,331); (ii) the EVERGREEN NATURALS trademark (U.S. Registration No. 5,612,074); (iii) the domain names evergreenmarket.com and evergreenmarketco.com; and (iv) all social media accounts associated with the EverGreen Market business.

(e) Non-Competition and Non-Solicitation Agreement. A Non-Competition and Non-Solicitation Agreement, duly executed by Cascade Retail Holdings Inc., providing for: (i) a three (3)-year covenant not to compete in the natural and organic specialty grocery business within the States of Oregon and Northern California (as defined therein); and (ii) a two (2)-year covenant not to solicit or hire Transferred Employees.

(f) Escrow Agreement. An Escrow Agreement, duly executed by Cascade Retail Holdings Inc. and Colton Pacific Bank, N.A., as escrow agent, with Ridgeline Consumer Partners LLC as the third-party beneficiary, governing the deposit, maintenance, and release of the Two Million Five Hundred Thousand Dollars ($2,500,000) indemnity escrow fund.

(g) Transition Services Agreement. A Transition Services Agreement, duly executed by Cascade Retail Holdings Inc., providing for the continued provision of certain transition services by Cascade to Buyer for a base term of twelve (12) months following the Closing Date, at a cost-plus pricing structure with a five percent (5%) markup, with an estimated monthly fee of approximately One Hundred Eighty-Five Thousand Dollars ($185,000).

(h) FIRPTA Certificate. A certificate of non-foreign status in accordance with Treasury Regulations Section 1.1445-2(b)(2), duly executed by Cascade Retail Holdings Inc., certifying that Cascade Retail Holdings Inc. is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.

(i) Certificates of Good Standing. Certificates of good standing for Cascade Retail Holdings Inc. issued by: (i) the Secretary of State of the State of Delaware, dated within ten (10) business days prior to the Closing Date; and (ii) the Secretary of State of the State of Washington, dated within ten (10) business days prior to the Closing Date.

(j) Certificate of Good Standing — EverGreen. A certificate of good standing for EverGreen Market Co. LLC issued by the Secretary of State of the State of Delaware, dated within ten (10) business days prior to the Closing Date.

(k) Secretary's Certificate. A secretary's certificate of Cascade Retail Holdings Inc., duly executed by the Secretary or an Assistant Secretary of Cascade, attaching thereto: (i) the Board Resolutions; (ii) incumbency certificates for each authorized signatory; and (iii) certified copies of the certificate of incorporation and bylaws of Cascade Retail Holdings Inc., each as currently in effect.

Section 9. Acknowledgments and Reliance

The undersigned understands and acknowledges that Buyer is relying on the certifications, representations, and statements set forth in this Certificate in consummating the Transactions on the Closing Date. The undersigned further understands and acknowledges that this Certificate is being delivered as a condition precedent to Buyer's obligation to consummate the closing under Section 8.2(c) of the Agreement, and that Buyer would not consummate the Transactions absent the delivery of this Certificate.

Notwithstanding the foregoing, this Certificate is being delivered solely in connection with the closing of the Transactions and is not intended to, and shall not be construed to, expand, modify, supplement, or otherwise alter the representations, warranties, covenants, agreements, or obligations of the Sellers under the Agreement or any ancillary agreement. The rights and remedies of the parties with respect to the representations, warranties, covenants, and obligations contained in the Agreement shall be governed solely by the terms and conditions of the Agreement, including, without limitation, Article IX thereof.

Section 10. Governing Law

This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to the conflicts of law rules or principles thereof that would cause the application of the laws of any other jurisdiction, consistent with the governing law provision set forth in Section 11.8 of the Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Certificate as of July 18, 2025.

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: James Yoon

Title: Senior Vice President, Corporate Development

Date: July 18, 2025

EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC. a Delaware Corporation

Effective as of June 12, 2025

The undersigned, being all of the members of the Board of Directors (the "Board") of Cascade Retail Holdings Inc., a Delaware corporation (the "Corporation"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits any action required or permitted to be taken at a meeting of the Board to be taken without a meeting if all members of the Board consent thereto in writing, hereby adopt the following resolutions, effective as of the date first written above, and consent to the taking of the actions set forth herein in lieu of a special meeting of the Board:

RECITALS. WHEREAS, the Corporation is a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI," with its principal executive office located at 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119;

WHEREAS, the Corporation is the sole member of EverGreen Market Co. LLC, a Delaware limited liability company ("EverGreen"), which operates thirty-four (34) natural and organic grocery retail stores in the States of Oregon and California and one (1) distribution center of approximately 48,000 square feet located at 19800 SW Cipole Road, Tualatin, Oregon 97062 (collectively, the "EverGreen Market Business");

WHEREAS, following a comprehensive strategic portfolio review conducted by the Corporation's management and the Board, the EverGreen Market Business has been classified as non-core to the Corporation's operations since the third quarter of fiscal year 2024, and the Board has determined that a divestiture of the EverGreen Market Business would be in the best interests of the Corporation and its stockholders, allowing the Corporation to redeploy capital and management resources toward its core retail operations;

WHEREAS, the Corporation engaged Bridger Zanthor & Co. LLC as its financial advisor on January 15, 2025, to assist in evaluating strategic alternatives for the EverGreen Market Business and to conduct a structured marketing and sale process;

WHEREAS, Bridger Zanthor & Co. LLC conducted a comprehensive marketing process, soliciting indications of interest from a broad group of potential strategic and financial acquirers, and, following such process, identified Ridgeline Consumer Partners LLC, a Delaware limited liability company ("Buyer") and portfolio company of Summit Grove Capital Partners Fund III, L.P., as the proposed acquirer offering the most favorable terms and the highest degree of transaction certainty;

WHEREAS, the Corporation executed a non-binding Letter of Intent with Buyer on April 18, 2025, which provided for, among other things, an exclusivity period through June 30, 2025 during which the Corporation agreed to negotiate exclusively with Buyer regarding the potential divestiture of the EverGreen Market Business;

WHEREAS, Calderwood & Harkness LLP has been engaged as outside legal counsel to the Corporation in connection with the proposed divestiture, with the engagement opened on May 2, 2025, under matter number 1038-00008;

WHEREAS, the Board has reviewed the terms of the proposed Asset Purchase Agreement (the "Agreement"), together with all schedules and exhibits thereto, and the ancillary agreements contemplated thereby, including the Escrow Agreement, the Transition Services Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Trademark Assignment Agreement, and the Non-Competition and Non-Solicitation Agreement (collectively, the "Ancillary Agreements"), and has had the opportunity to ask questions and receive answers from the Corporation's management and legal and financial advisors regarding the terms and conditions of the Agreement and the Ancillary Agreements;

WHEREAS, the Board has been advised that the EverGreen Market Business has trailing twelve-month revenue of approximately One Hundred Forty-Two Million Dollars ($142,000,000), representing approximately 2.09% of the Corporation's consolidated trailing twelve-month revenue of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000), and trailing twelve-month Adjusted EBITDA of approximately Eight Million Two Hundred Thousand Dollars ($8,200,000);

WHEREAS, the Board has been advised that the proposed aggregate purchase price for the EverGreen Market Business is Twenty-Five Million Dollars ($25,000,000), implying an enterprise value-to-EBITDA multiple of approximately 3.05x trailing twelve-month Adjusted EBITDA, with Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) payable in cash at the closing and Two Million Five Hundred Thousand Dollars ($2,500,000) to be deposited into an indemnity escrow account with Colton Pacific Bank, N.A., as escrow agent;

WHEREAS, based upon the foregoing, and after careful deliberation and consideration, the Board has determined that the Agreement and the Ancillary Agreements, and the transactions contemplated thereby (collectively, the "Transactions"), are fair to, and in the best interests of, the Corporation and its stockholders, and desires to authorize and approve the Transactions;

NOW, THEREFORE, BE IT:

RESOLUTIONS. RESOLVED, that the Board hereby approves and authorizes the execution, delivery, and performance by the Corporation of the Asset Purchase Agreement, substantially in the form presented to the Board (with such changes thereto as the officers of the Corporation authorized hereunder may approve, such approval to be conclusively evidenced by such officer's execution thereof), providing for the sale of substantially all assets of the EverGreen Market Business to Ridgeline Consumer Partners LLC for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), subject to post-closing adjustments as set forth therein, and the Board hereby determines that the Transactions are advisable and in the best interests of the Corporation and its stockholders;

RESOLVED FURTHER, that the Board hereby approves and authorizes the execution, delivery, and performance by the Corporation (and, to the extent applicable, by EverGreen as directed by the Corporation as sole member of EverGreen) of each Ancillary Agreement contemplated by the Agreement, including, without limitation:

(i) the Escrow Agreement with Colton Pacific Bank, N.A., as escrow agent, governing the indemnity escrow fund;

(ii) the Transition Services Agreement between the Corporation and Buyer, providing for a twelve (12)-month base term with two (2) consecutive three (3)-month extension options exercisable by Buyer;

(iii) the Bill of Sale, to be executed by EverGreen Market Co. LLC and Cascade Retail Holdings Inc.;

(iv) the Assignment and Assumption Agreement, to be executed by EverGreen Market Co. LLC;

(v) the Trademark Assignment Agreement, to be executed by Cascade Retail Holdings Inc., assigning to Buyer the EVERGREEN MARKET trademark (U.S. Registration No. 5,284,331) and the EVERGREEN NATURALS trademark (U.S. Registration No. 5,612,074), together with all associated domain names (including evergreenmarket.com and evergreenmarketco.com) and social media accounts; and

(vi) the Non-Competition and Non-Solicitation Agreement, to be executed by Cascade Retail Holdings Inc., providing for a three (3)-year covenant not to compete and a two (2)-year covenant not to solicit Transferred Employees;

RESOLVED FURTHER, that the Board hereby approves the deposit of Two Million Five Hundred Thousand Dollars ($2,500,000), representing ten percent (10%) of the aggregate purchase price, into an indemnity escrow account maintained by Colton Pacific Bank, N.A., as escrow agent, to be held for a period of eighteen (18) months following the Closing Date and released in accordance with the terms and conditions of the Escrow Agreement;

RESOLVED FURTHER, that the Board hereby approves the indemnification provisions set forth in Article IX of the Agreement, including, without limitation:

(i) a cap on the aggregate indemnification obligations of the Sellers with respect to general representations and warranties of Two Million Five Hundred Thousand Dollars ($2,500,000);

(ii) a cap on the aggregate indemnification obligations of the Sellers with respect to fundamental representations of Twenty-Five Million Dollars ($25,000,000);

(iii) a tipping basket of Three Hundred Seventy-Five Thousand Dollars ($375,000), pursuant to which the Sellers shall not be obligated to indemnify Buyer with respect to Losses arising from breaches of general representations and warranties unless and until the aggregate amount of such Losses exceeds Three Hundred Seventy-Five Thousand Dollars ($375,000), at which point the Sellers shall be liable for all such Losses from the first dollar; and

(iv) a per-claim mini-basket of Twenty-Five Thousand Dollars ($25,000), pursuant to which individual claims for Losses of less than Twenty-Five Thousand Dollars ($25,000) shall not be counted toward the tipping basket or be subject to indemnification;

RESOLVED FURTHER, that the Board hereby acknowledges and approves the post-closing working capital adjustment mechanism set forth in Section 2.4 of the Agreement, providing for a Target Net Working Capital of Two Million Nine Hundred Thousand Dollars ($2,900,000) and a de minimis collar of Fifty Thousand Dollars ($50,000), below which no working capital adjustment shall be made;

RESOLVED FURTHER, that the Board hereby acknowledges and approves the closing condition set forth in the Agreement requiring that a minimum of thirty-two (32) of the thirty-five (35) landlord consents (representing the thirty-four (34) store leases and one (1) distribution center lease) shall have been obtained as a condition to Buyer's obligation to consummate the Transactions, and the Board further acknowledges the outside date of September 15, 2025 set forth in the Agreement, after which either party may terminate the Agreement if the closing has not occurred;

RESOLVED FURTHER, that James Yoon, Senior Vice President, Corporate Development, and Renata Saldívar, General Counsel, are each hereby authorized, empowered, and directed, acting singly or together, in the name and on behalf of the Corporation (and, to the extent applicable, on behalf of EverGreen as directed by the Corporation as sole member of EverGreen), to execute and deliver any and all documents, instruments, certificates, agreements, and other writings, and to take any and all actions, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the Transactions, including, without limitation, the execution and delivery of all closing deliverables, the making of all filings and applications with governmental authorities, and the payment or receipt of all amounts contemplated by the Agreement, the execution and delivery of such documents and the taking of such actions to be conclusive evidence of such officer's approval thereof;

RESOLVED FURTHER, that any and all actions heretofore taken by the officers and directors of the Corporation, or by any employee or agent acting at the direction of such officers or directors, in furtherance of the matters contemplated by the foregoing resolutions and the Transactions, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Corporation; and

RESOLVED FURTHER, that these resolutions shall remain in full force and effect until amended, modified, or rescinded by a subsequent resolution of the Board, and that no such amendment, modification, or rescission shall affect the validity of any actions taken pursuant to these resolutions prior to such amendment, modification, or rescission.

This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of a signed counterpart of this Unanimous Written Consent by facsimile, electronic mail (including PDF), or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed counterpart.

This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Corporation and shall be effective as of the date first written above.

[Signature Page to Unanimous Written Consent of the Board of Directors]

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Cascade Retail Holdings Inc., have executed this Unanimous Written Consent as of June 12, 2025.

________________________________________

Margaret "Meg" Calloway Chief Executive Officer and Director

________________________________________

Robert T. Vandenberg Lead Independent Director

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Susan K. Delacroix Director

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William H. Park Director

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Jennifer M. Rourke Director

________________________________________

David A. Eastwood Director

________________________________________

Lisa M. Contreras Director

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Thomas J. Whalen Director

This Unanimous Written Consent has been executed in counterparts. The counterpart signature pages are maintained in the corporate records of Cascade Retail Holdings Inc. at its principal executive office.

OFFICER'S CERTIFICATE OF CASCADE RETAIL HOLDINGS INC.
Delivered Pursuant to the Asset Purchase Agreement Dated as of June 13, 2025
This Officer's Certificate (this "Certificate") is delivered pursuant to Section 8.2(c) of that certain Asset Purchase Agreement, dated as of June 13, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Cascade" or "Seller Parent"), EverGreen Market Co. LLC, a Delaware limited liability company and wholly owned subsidiary of Cascade ("EverGreen" or "Seller Sub," and together with Cascade, the "Sellers"), and Ridgeline Consumer Partners LLC, a Delaware limited liability company ("Buyer").
This Certificate is dated as of July 18, 2025 (the "Closing Date") and is delivered as a condition to Buyer's obligation to consummate the closing of the transactions contemplated by the Agreement (the "Transactions"), including, without limitation, the sale, transfer, assignment, and conveyance by the Sellers to Buyer of substantially all of the assets of the EverGreen Market business, comprising thirty-four (34) natural and organic grocery stores located in the States of Oregon and California and one (1) distribution center located in Tualatin, Oregon, for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), subject to adjustment as set forth in the Agreement.
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
The undersigned, James Yoon, Senior Vice President, Corporate Development, of Cascade Retail Holdings Inc., a duly authorized officer of Cascade, hereby delivers this Certificate in his capacity as an authorized officer of Cascade and not in his individual capacity, and makes the following certifications and statements for the benefit of Buyer in connection with the consummation of the Transactions on the Closing Date.
Section 1. Certification of Authority and Basis of Knowledge
I, James Yoon, hereby certify that I am the Senior Vice President, Corporate Development, of Cascade Retail Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive office located at 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119. I have held the position of Senior Vice President, Corporate Development, of Cascade since March 2021 and have been actively involved in all material aspects of the Transactions since the commencement of the strategic portfolio review process.
I am duly authorized to execute and deliver this Certificate on behalf of both Sellers, namely Cascade Retail Holdings Inc. and EverGreen Market Co. LLC, pursuant to the resolutions duly adopted by the Board of Directors of Cascade Retail Holdings Inc., copies of which are attached hereto as Exhibit A (the "Board Resolutions"), and pursuant to the delegation of authority provided for in such Board Resolutions.
In connection with the preparation and delivery of this Certificate, I have reviewed the Agreement and all schedules and exhibits thereto, including the representations, warranties, covenants, conditions, and obligations set forth therein. I have made such inquiries and reviewed such documents, records, corporate books, financial statements, contracts, correspondence, regulatory filings, and other information as I have deemed necessary or appropriate in order to make the certifications set forth herein. Without limiting the foregoing, I have consulted with the following officers and employees of Cascade and EverGreen in connection with the preparation of this Certificate:
(a) Renata Saldívar, General Counsel of Cascade Retail Holdings Inc., with respect to legal matters, litigation, regulatory compliance, the status of Required Consents, and the preparation and execution of all ancillary agreements;
(b) Derek Pruitt, Chief Financial Officer of Cascade Retail Holdings Inc., with respect to financial matters, the accuracy of financial representations and warranties, the carveout financial statements, and the working capital calculations;
(c) Patricia Ng, General Manager of EverGreen Market Co. LLC, with respect to the day-to-day operations of the EverGreen Market business, store-level performance, employee matters, vendor relationships, and the conduct of the business during the interim period; and
(d) Steven Halderman, Controller of EverGreen Market Co. LLC, with respect to accounting records, inventory valuations, fixed asset schedules, trade payable and accrued liability balances, and the preparation of closing financial data.
Each of the foregoing individuals has confirmed to me, and I have no reason to believe otherwise, that the information provided to me by such individuals is true, correct, and complete in all material respects as of the date hereof.
Section 2. Representations and Warranties — Truth and Correctness
I hereby certify, on behalf of each Seller, that the representations and warranties of each Seller contained in Article IV of the Agreement are true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications contained therein) as of the date of the Agreement (June 13, 2025) and as of the Closing Date (July 18, 2025), as though made on and as of the Closing Date, except:
(a) to the extent that any such representations and warranties expressly relate to an earlier date or a specified period, in which case such representations and warranties are true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications contained therein) as of such earlier date or with respect to such specified period; and
(b) where the failure of any such representations and warranties to be true and correct (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications contained therein) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business.
For the avoidance of doubt, the term "Material Adverse Effect" as used herein has the meaning set forth in Section 1.1 of the Agreement. This certification is delivered pursuant to and in satisfaction of the closing condition set forth in Section 8.2(a) of the Agreement, which requires as a condition to Buyer's obligation to consummate the Transactions that the representations and warranties of the Sellers be true and correct in the manner and to the extent described in this Section 2.
Section 3. Performance of Covenants
I hereby certify, on behalf of each Seller, that each Seller has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by such Seller on or prior to the Closing Date, including, without limitation, the following:
(a) Conduct of Business in the Ordinary Course. During the interim period between the date of the Agreement (June 13, 2025) and the Closing Date (July 18, 2025), the Sellers have conducted the EverGreen Market business in the ordinary course of business consistent with past practice in all material respects, have used commercially reasonable efforts to preserve intact the business organization, relationships with customers, suppliers, vendors, employees, and other third parties, and have not taken any action that would be prohibited by Section 6.1 of the Agreement without the prior written consent of Buyer.
(b) Cooperation in Obtaining Required Consents. The Sellers have cooperated with Buyer in seeking and obtaining the Required Consents necessary for the consummation of the Transactions. As of the Closing Date, at least thirty-two (32) of the thirty-five (35) landlord consents required as a condition to closing under the Agreement have been obtained, which satisfies the minimum landlord consent threshold set forth in Section 8.2(e) of the Agreement. The Sellers have used commercially reasonable efforts to obtain the remaining three (3) landlord consents and will continue to cooperate with Buyer in connection therewith following the Closing in accordance with Section 6.5 of the Agreement.
(c) Access to Business, Properties, Books, and Records. The Sellers have provided Buyer and its representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the properties, premises, stores, distribution center, books, records, contracts, financial information, employees, and other information relating to the EverGreen Market business as contemplated by Section 6.3 of the Agreement, in each case to the extent reasonably requested by Buyer in connection with its confirmatory due diligence and transition planning efforts.
(d) Cooperation with Representations and Warranties Insurance. The Sellers have cooperated with Buyer and its representatives in connection with Buyer's efforts to obtain the representations and warranties insurance policy (the "R&W Policy") from Marlowe Asset Management Indemnity Insurance Co., as brokered by Trident Assurance Group Inc. Such cooperation has included, without limitation, making officers and employees of the Sellers available for underwriting interviews, providing access to the virtual data room and responding to supplemental information requests from the underwriters, and otherwise facilitating the underwriting and binding of the R&W Policy in accordance with Section 6.4 of the Agreement.
(e) Cooperation with Buyer's Financing. The Sellers have cooperated with Buyer in connection with Buyer's efforts to obtain acquisition financing from Pinnacle Ridge Lending LLC, including, without limitation, providing financial information, historical operating data, and supporting documentation reasonably requested by Buyer or its lender, facilitating the lender's access to the properties and stores as reasonably requested, and otherwise cooperating as contemplated by Section 6.6 of the Agreement.
(f) Employee Notification Obligations. The Sellers have complied with their pre-closing notification obligations to employees of the EverGreen Market business regarding the potential transfer of employment in connection with the Transactions, including the provision of notices to approximately one thousand eight hundred fifty (1,850) employees. Buyer has extended offers of employment to Transferred Employees at least ten (10) business days prior to the Closing Date, and the Sellers have cooperated with Buyer in facilitating the employee offer process as contemplated by Section 6.7 of the Agreement.
(g) Delivery of Carveout Financial Statements. The Sellers have caused to be prepared and delivered to Buyer the carveout financial statements of the EverGreen Market business for the fiscal years ended January 28, 2023 (FY2022), February 3, 2024 (FY2023), and February 1, 2025 (FY2024), which carveout financial statements were prepared by Archer Whitfield LLP, independent certified public accountants, in accordance with the requirements of the Agreement.
(h) Regulatory Transfer Applications. The Sellers have filed or caused to be filed all required regulatory transfer applications in connection with the Transactions, including, without limitation: (i) applications to the Oregon Liquor and Cannabis Commission (OLCC) for the transfer or reissuance of liquor licenses for the twenty-two (22) Oregon store locations; (ii) applications to the California Department of Alcoholic Beverage Control (ABC) for the transfer of liquor licenses for the twelve (12) California store locations; (iii) applications to the Oregon Department of Agriculture for the transfer or reissuance of food establishment licenses; and (iv) applications to the California Department of Public Health for the transfer or reissuance of food facility permits. The Sellers have cooperated with Buyer in connection with such regulatory filings and have provided such information and documentation as has been reasonably requested by the applicable regulatory authorities.
This certification is delivered pursuant to and in satisfaction of the closing condition set forth in Section 8.2(b) of the Agreement, which requires as a condition to Buyer's obligation to consummate the Transactions that each Seller shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by such Seller on or prior to the Closing Date.
Section 4. Absence of Material Adverse Effect
I hereby certify, on behalf of each Seller, that since the date of the Agreement (June 13, 2025) through and including the Closing Date (July 18, 2025), no event, change, occurrence, circumstance, condition, development, state of facts, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Business.
For purposes of this Certificate, the "Business" refers to the EverGreen Market business as defined in the Agreement, which comprises: (i) thirty-four (34) natural and organic grocery retail store locations (twenty-two (22) in the State of Oregon and twelve (12) in Northern California); (ii) one (1) distribution center of approximately 48,000 square feet located at 19800 SW Cipole Road, Tualatin, Oregon 97062; and (iii) all related assets, operations, employees, contracts, intellectual property, permits, and goodwill associated therewith. As of the date hereof, the Business has trailing twelve-month revenue of approximately One Hundred Forty-Two Million Dollars ($142,000,000) and trailing twelve-month Adjusted EBITDA of approximately Eight Million Two Hundred Thousand Dollars ($8,200,000).
Section 5. Attached Resolutions of the Board of Directors
I hereby certify that attached hereto as Exhibit A are true, correct, and complete copies of the resolutions duly adopted by the Board of Directors of Cascade Retail Holdings Inc. by unanimous written consent in lieu of a special meeting, effective as of June 12, 2025 (the "Board Resolutions"), authorizing the following actions:
(a) The execution, delivery, and performance of the Agreement and each ancillary agreement contemplated thereby, including, without limitation: (i) the Escrow Agreement with Colton Pacific Bank, N.A., as escrow agent, governing the indemnity escrow account; (ii) the Transition Services Agreement between Cascade and Buyer; (iii) the Bill of Sale; (iv) the Assignment and Assumption Agreement; (v) the Trademark Assignment Agreement; and (vi) the Non-Competition and Non-Solicitation Agreement;
(b) The sale, transfer, assignment, and conveyance of the Purchased Assets, including all tangible and intangible assets of the EverGreen Market business, to Buyer for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), subject to the post-closing working capital adjustment and other adjustments set forth in the Agreement;
(c) The deposit of Two Million Five Hundred Thousand Dollars ($2,500,000) into the indemnity escrow account at Colton Pacific Bank, N.A., to be held and released in accordance with the terms and conditions of the Escrow Agreement;
(d) The designation of James Yoon, Senior Vice President, Corporate Development, and Renata Saldívar, General Counsel, as authorized officers of the Corporation, each empowered to execute and deliver any and all documents and instruments and to take any and all actions necessary or advisable in connection with the consummation of the Transactions; and
(e) Such other authorizations and approvals as are set forth in the Board Resolutions.
I further certify that the Board Resolutions have not been amended, modified, rescinded, or revoked, in whole or in part, at any time since their adoption, and that the Board Resolutions remain in full force and effect as of the Closing Date. No other approvals, consents, or authorizations of the Board of Directors of Cascade Retail Holdings Inc. (or any committee thereof) are required in connection with the consummation of the Transactions.
Section 6. Good Standing and Organization
I hereby certify the following with respect to the organization and good standing of each Seller:
(a) Cascade Retail Holdings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Cascade's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. Cascade's Employer Identification Number is 91-1847352. Cascade's common stock is listed on the Nasdaq Stock Market under the ticker symbol "CRHI." Cascade has the corporate power and authority to execute and deliver the Agreement and each ancillary agreement to which it is a party, to perform its obligations thereunder, and to consummate the Transactions.
(b) EverGreen Market Co. LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. EverGreen's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. EverGreen's principal office is located at 1025 NW Lovejoy Street, Suite 300, Portland, Oregon 97209. EverGreen's Employer Identification Number is 93-2615488. EverGreen is a wholly owned subsidiary of Cascade, and Cascade is the sole member of EverGreen. EverGreen has the limited liability company power and authority to execute and deliver the Agreement and each ancillary agreement to which it is a party, to perform its obligations thereunder, and to consummate the Transactions.
(c) Each Seller is duly qualified to transact business and is in good standing as a foreign entity in each jurisdiction in which the ownership or leasing of its properties or the conduct of the Business requires such qualification, including, without limitation, the States of Oregon, California, and Washington. Neither Seller has received any notice of proceedings relating to the revocation or limitation of any such qualification.
Section 7. No Litigation
I hereby certify that, as of the Closing Date, there is no action, suit, proceeding, claim, arbitration, governmental investigation, or other legal or administrative proceeding pending or, to the knowledge of the undersigned (after due inquiry), threatened against either Seller or any of their respective officers, directors, managers, or members that would:
(a) challenge the validity or enforceability of the Agreement or any ancillary agreement executed in connection with the Transactions;
(b) seek to restrain, enjoin, prevent, or prohibit the consummation of the Transactions or any material aspect thereof; or
(c) seek material damages or other material relief in connection with the Transactions.
No temporary restraining order, preliminary or permanent injunction, or other order or decree of any court, arbitrator, or governmental authority has been issued that would prohibit or materially delay the consummation of the Transactions.
Section 8. Delivery of Closing Deliverables
I hereby certify that, concurrently with or prior to the delivery of this Certificate on the Closing Date, each Seller has delivered or caused to be delivered to Buyer all of the Seller Closing Deliverables required to be delivered pursuant to Section 3.2 of the Agreement, including, without limitation, the following:
(a) Asset Purchase Agreement. A duly executed counterpart of the Agreement, executed by Cascade Retail Holdings Inc. and EverGreen Market Co. LLC.
(b) Bill of Sale. A Bill of Sale, duly executed by EverGreen Market Co. LLC and Cascade Retail Holdings Inc., transferring the Purchased Assets to Buyer, including, without limitation: (i) inventory with an estimated aggregate cost value of approximately Six Million Eight Hundred Thousand Dollars ($6,800,000); (ii) furniture, fixtures, and equipment with an estimated aggregate net book value of approximately Four Million One Hundred Thousand Dollars ($4,100,000); (iii) intellectual property (other than the registered trademarks assigned pursuant to the Trademark Assignment Agreement); (iv) customer lists and customer data; (v) transferable permits and licenses; and (vi) goodwill of the Business.
(c) Assignment and Assumption Agreement. An Assignment and Assumption Agreement, duly executed by EverGreen Market Co. LLC, assigning to Buyer the Assumed Contracts and the Assumed Liabilities. The Assumed Contracts include: (i) thirty-four (34) store leases; (ii) one (1) distribution center lease for the facility located at 19800 SW Cipole Road, Tualatin, Oregon 97062; and (iii) twelve (12) key vendor and supplier contracts, including the distribution agreement with Clearfield Organics Distribution Co., the private-label manufacturing agreement with Northstar Foods Co. LLC, and the point-of-sale license agreement with Meridian Commerce Solutions Inc. The Assumed Liabilities include: (i) approximately Three Million Nine Hundred Thousand Dollars ($3,900,000) in trade payables and accrued liabilities; and (ii) approximately Eight Hundred Twenty Thousand Dollars ($820,000) in accrued vacation and paid time off for Transferred Employees.
(d) Trademark Assignment Agreement. A Trademark Assignment Agreement, duly executed by Cascade Retail Holdings Inc., assigning to Buyer all right, title, and interest in and to: (i) the EVERGREEN MARKET trademark (U.S. Registration No. 5,284,331); (ii) the EVERGREEN NATURALS trademark (U.S. Registration No. 5,612,074); (iii) the domain names evergreenmarket.com and evergreenmarketco.com; and (iv) all social media accounts associated with the EverGreen Market business.
(e) Non-Competition and Non-Solicitation Agreement. A Non-Competition and Non-Solicitation Agreement, duly executed by Cascade Retail Holdings Inc., providing for: (i) a three (3)-year covenant not to compete in the natural and organic specialty grocery business within the States of Oregon and Northern California (as defined therein); and (ii) a two (2)-year covenant not to solicit or hire Transferred Employees.
(f) Escrow Agreement. An Escrow Agreement, duly executed by Cascade Retail Holdings Inc. and Colton Pacific Bank, N.A., as escrow agent, with Ridgeline Consumer Partners LLC as the third-party beneficiary, governing the deposit, maintenance, and release of the Two Million Five Hundred Thousand Dollars ($2,500,000) indemnity escrow fund.
(g) Transition Services Agreement. A Transition Services Agreement, duly executed by Cascade Retail Holdings Inc., providing for the continued provision of certain transition services by Cascade to Buyer for a base term of twelve (12) months following the Closing Date, at a cost-plus pricing structure with a five percent (5%) markup, with an estimated monthly fee of approximately One Hundred Eighty-Five Thousand Dollars ($185,000).
(h) FIRPTA Certificate. A certificate of non-foreign status in accordance with Treasury Regulations Section 1.1445-2(b)(2), duly executed by Cascade Retail Holdings Inc., certifying that Cascade Retail Holdings Inc. is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.
(i) Certificates of Good Standing. Certificates of good standing for Cascade Retail Holdings Inc. issued by: (i) the Secretary of State of the State of Delaware, dated within ten (10) business days prior to the Closing Date; and (ii) the Secretary of State of the State of Washington, dated within ten (10) business days prior to the Closing Date.
(j) Certificate of Good Standing — EverGreen. A certificate of good standing for EverGreen Market Co. LLC issued by the Secretary of State of the State of Delaware, dated within ten (10) business days prior to the Closing Date.
(k) Secretary's Certificate. A secretary's certificate of Cascade Retail Holdings Inc., duly executed by the Secretary or an Assistant Secretary of Cascade, attaching thereto: (i) the Board Resolutions; (ii) incumbency certificates for each authorized signatory; and (iii) certified copies of the certificate of incorporation and bylaws of Cascade Retail Holdings Inc., each as currently in effect.
Section 9. Acknowledgments and Reliance
The undersigned understands and acknowledges that Buyer is relying on the certifications, representations, and statements set forth in this Certificate in consummating the Transactions on the Closing Date. The undersigned further understands and acknowledges that this Certificate is being delivered as a condition precedent to Buyer's obligation to consummate the closing under Section 8.2(c) of the Agreement, and that Buyer would not consummate the Transactions absent the delivery of this Certificate.
Notwithstanding the foregoing, this Certificate is being delivered solely in connection with the closing of the Transactions and is not intended to, and shall not be construed to, expand, modify, supplement, or otherwise alter the representations, warranties, covenants, agreements, or obligations of the Sellers under the Agreement or any ancillary agreement. The rights and remedies of the parties with respect to the representations, warranties, covenants, and obligations contained in the Agreement shall be governed solely by the terms and conditions of the Agreement, including, without limitation, Article IX thereof.
Section 10. Governing Law
This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to the conflicts of law rules or principles thereof that would cause the application of the laws of any other jurisdiction, consistent with the governing law provision set forth in Section 11.8 of the Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Certificate as of July 18, 2025.
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: James Yoon
Title: Senior Vice President, Corporate Development
Date: July 18, 2025
EXHIBIT A
RESOLUTIONS OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC. a Delaware Corporation
Effective as of June 12, 2025
The undersigned, being all of the members of the Board of Directors (the "Board") of Cascade Retail Holdings Inc., a Delaware corporation (the "Corporation"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits any action required or permitted to be taken at a meeting of the Board to be taken without a meeting if all members of the Board consent thereto in writing, hereby adopt the following resolutions, effective as of the date first written above, and consent to the taking of the actions set forth herein in lieu of a special meeting of the Board:
RECITALS.  WHEREAS, the Corporation is a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI," with its principal executive office located at 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119;
WHEREAS, the Corporation is the sole member of EverGreen Market Co. LLC, a Delaware limited liability company ("EverGreen"), which operates thirty-four (34) natural and organic grocery retail stores in the States of Oregon and California and one (1) distribution center of approximately 48,000 square feet located at 19800 SW Cipole Road, Tualatin, Oregon 97062 (collectively, the "EverGreen Market Business");
WHEREAS, following a comprehensive strategic portfolio review conducted by the Corporation's management and the Board, the EverGreen Market Business has been classified as non-core to the Corporation's operations since the third quarter of fiscal year 2024, and the Board has determined that a divestiture of the EverGreen Market Business would be in the best interests of the Corporation and its stockholders, allowing the Corporation to redeploy capital and management resources toward its core retail operations;
WHEREAS, the Corporation engaged Bridger Zanthor & Co. LLC as its financial advisor on January 15, 2025, to assist in evaluating strategic alternatives for the EverGreen Market Business and to conduct a structured marketing and sale process;
WHEREAS, Bridger Zanthor & Co. LLC conducted a comprehensive marketing process, soliciting indications of interest from a broad group of potential strategic and financial acquirers, and, following such process, identified Ridgeline Consumer Partners LLC, a Delaware limited liability company ("Buyer") and portfolio company of Summit Grove Capital Partners Fund III, L.P., as the proposed acquirer offering the most favorable terms and the highest degree of transaction certainty;
WHEREAS, the Corporation executed a non-binding Letter of Intent with Buyer on April 18, 2025, which provided for, among other things, an exclusivity period through June 30, 2025 during which the Corporation agreed to negotiate exclusively with Buyer regarding the potential divestiture of the EverGreen Market Business;
WHEREAS, Calderwood & Harkness LLP has been engaged as outside legal counsel to the Corporation in connection with the proposed divestiture, with the engagement opened on May 2, 2025, under matter number 1038-00008;
WHEREAS, the Board has reviewed the terms of the proposed Asset Purchase Agreement (the "Agreement"), together with all schedules and exhibits thereto, and the ancillary agreements contemplated thereby, including the Escrow Agreement, the Transition Services Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Trademark Assignment Agreement, and the Non-Competition and Non-Solicitation Agreement (collectively, the "Ancillary Agreements"), and has had the opportunity to ask questions and receive answers from the Corporation's management and legal and financial advisors regarding the terms and conditions of the Agreement and the Ancillary Agreements;
WHEREAS, the Board has been advised that the EverGreen Market Business has trailing twelve-month revenue of approximately One Hundred Forty-Two Million Dollars ($142,000,000), representing approximately 2.09% of the Corporation's consolidated trailing twelve-month revenue of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000), and trailing twelve-month Adjusted EBITDA of approximately Eight Million Two Hundred Thousand Dollars ($8,200,000);
WHEREAS, the Board has been advised that the proposed aggregate purchase price for the EverGreen Market Business is Twenty-Five Million Dollars ($25,000,000), implying an enterprise value-to-EBITDA multiple of approximately 3.05x trailing twelve-month Adjusted EBITDA, with Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) payable in cash at the closing and Two Million Five Hundred Thousand Dollars ($2,500,000) to be deposited into an indemnity escrow account with Colton Pacific Bank, N.A., as escrow agent;
WHEREAS, based upon the foregoing, and after careful deliberation and consideration, the Board has determined that the Agreement and the Ancillary Agreements, and the transactions contemplated thereby (collectively, the "Transactions"), are fair to, and in the best interests of, the Corporation and its stockholders, and desires to authorize and approve the Transactions;
NOW, THEREFORE, BE IT:
RESOLUTIONS.  RESOLVED, that the Board hereby approves and authorizes the execution, delivery, and performance by the Corporation of the Asset Purchase Agreement, substantially in the form presented to the Board (with such changes thereto as the officers of the Corporation authorized hereunder may approve, such approval to be conclusively evidenced by such officer's execution thereof), providing for the sale of substantially all assets of the EverGreen Market Business to Ridgeline Consumer Partners LLC for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), subject to post-closing adjustments as set forth therein, and the Board hereby determines that the Transactions are advisable and in the best interests of the Corporation and its stockholders;
RESOLVED FURTHER, that the Board hereby approves and authorizes the execution, delivery, and performance by the Corporation (and, to the extent applicable, by EverGreen as directed by the Corporation as sole member of EverGreen) of each Ancillary Agreement contemplated by the Agreement, including, without limitation:
(i) the Escrow Agreement with Colton Pacific Bank, N.A., as escrow agent, governing the indemnity escrow fund;
(ii) the Transition Services Agreement between the Corporation and Buyer, providing for a twelve (12)-month base term with two (2) consecutive three (3)-month extension options exercisable by Buyer;
(iii) the Bill of Sale, to be executed by EverGreen Market Co. LLC and Cascade Retail Holdings Inc.;
(iv) the Assignment and Assumption Agreement, to be executed by EverGreen Market Co. LLC;
(v) the Trademark Assignment Agreement, to be executed by Cascade Retail Holdings Inc., assigning to Buyer the EVERGREEN MARKET trademark (U.S. Registration No. 5,284,331) and the EVERGREEN NATURALS trademark (U.S. Registration No. 5,612,074), together with all associated domain names (including evergreenmarket.com and evergreenmarketco.com) and social media accounts; and
(vi) the Non-Competition and Non-Solicitation Agreement, to be executed by Cascade Retail Holdings Inc., providing for a three (3)-year covenant not to compete and a two (2)-year covenant not to solicit Transferred Employees;
RESOLVED FURTHER, that the Board hereby approves the deposit of Two Million Five Hundred Thousand Dollars ($2,500,000), representing ten percent (10%) of the aggregate purchase price, into an indemnity escrow account maintained by Colton Pacific Bank, N.A., as escrow agent, to be held for a period of eighteen (18) months following the Closing Date and released in accordance with the terms and conditions of the Escrow Agreement;
RESOLVED FURTHER, that the Board hereby approves the indemnification provisions set forth in Article IX of the Agreement, including, without limitation:
(i) a cap on the aggregate indemnification obligations of the Sellers with respect to general representations and warranties of Two Million Five Hundred Thousand Dollars ($2,500,000);
(ii) a cap on the aggregate indemnification obligations of the Sellers with respect to fundamental representations of Twenty-Five Million Dollars ($25,000,000);
(iii) a tipping basket of Three Hundred Seventy-Five Thousand Dollars ($375,000), pursuant to which the Sellers shall not be obligated to indemnify Buyer with respect to Losses arising from breaches of general representations and warranties unless and until the aggregate amount of such Losses exceeds Three Hundred Seventy-Five Thousand Dollars ($375,000), at which point the Sellers shall be liable for all such Losses from the first dollar; and
(iv) a per-claim mini-basket of Twenty-Five Thousand Dollars ($25,000), pursuant to which individual claims for Losses of less than Twenty-Five Thousand Dollars ($25,000) shall not be counted toward the tipping basket or be subject to indemnification;
RESOLVED FURTHER, that the Board hereby acknowledges and approves the post-closing working capital adjustment mechanism set forth in Section 2.4 of the Agreement, providing for a Target Net Working Capital of Two Million Nine Hundred Thousand Dollars ($2,900,000) and a de minimis collar of Fifty Thousand Dollars ($50,000), below which no working capital adjustment shall be made;
RESOLVED FURTHER, that the Board hereby acknowledges and approves the closing condition set forth in the Agreement requiring that a minimum of thirty-two (32) of the thirty-five (35) landlord consents (representing the thirty-four (34) store leases and one (1) distribution center lease) shall have been obtained as a condition to Buyer's obligation to consummate the Transactions, and the Board further acknowledges the outside date of September 15, 2025 set forth in the Agreement, after which either party may terminate the Agreement if the closing has not occurred;
RESOLVED FURTHER, that James Yoon, Senior Vice President, Corporate Development, and Renata Saldívar, General Counsel, are each hereby authorized, empowered, and directed, acting singly or together, in the name and on behalf of the Corporation (and, to the extent applicable, on behalf of EverGreen as directed by the Corporation as sole member of EverGreen), to execute and deliver any and all documents, instruments, certificates, agreements, and other writings, and to take any and all actions, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the Transactions, including, without limitation, the execution and delivery of all closing deliverables, the making of all filings and applications with governmental authorities, and the payment or receipt of all amounts contemplated by the Agreement, the execution and delivery of such documents and the taking of such actions to be conclusive evidence of such officer's approval thereof;
RESOLVED FURTHER, that any and all actions heretofore taken by the officers and directors of the Corporation, or by any employee or agent acting at the direction of such officers or directors, in furtherance of the matters contemplated by the foregoing resolutions and the Transactions, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Corporation; and
RESOLVED FURTHER, that these resolutions shall remain in full force and effect until amended, modified, or rescinded by a subsequent resolution of the Board, and that no such amendment, modification, or rescission shall affect the validity of any actions taken pursuant to these resolutions prior to such amendment, modification, or rescission.
This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of a signed counterpart of this Unanimous Written Consent by facsimile, electronic mail (including PDF), or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed counterpart.
This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Corporation and shall be effective as of the date first written above.
[Signature Page to Unanimous Written Consent of the Board of Directors]
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Cascade Retail Holdings Inc., have executed this Unanimous Written Consent as of June 12, 2025.
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Margaret "Meg" Calloway Chief Executive Officer and Director
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Robert T. Vandenberg Lead Independent Director
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Susan K. Delacroix Director
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William H. Park Director
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Jennifer M. Rourke Director
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David A. Eastwood Director
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Lisa M. Contreras Director
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Thomas J. Whalen Director
This Unanimous Written Consent has been executed in counterparts. The counterpart signature pages are maintained in the corporate records of Cascade Retail Holdings Inc. at its principal executive office.

OFFICER'S CERTIFICATE OF CASCADE RETAIL HOLDINGS INC.

CASCADE RETAIL HOLDINGS INC.

EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.

NOW, THEREFORE, BE IT:

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