1038-00008 · Cascade Retail Holdings · Engagement

engagement-letter-cascade-divestiture.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1301 Second Avenue, Suite 3400 Seattle, Washington 98101 Telephone: (206) 441-7200 Facsimile: (206) 441-7201 www.calderwoodharkness.com

May 2, 2025

Via Email and U.S. Mail

Renata Saldívar, Esq. General Counsel Cascade Retail Holdings Inc. 4200 Elliott Avenue West, Suite 1500 Seattle, WA 98119

Re: Representation of Cascade Retail Holdings Inc. in Connection with the Divestiture of EverGreen Market Co. LLC Matter No.: 1038-00008

Dear Ms. Saldívar:

We are writing to confirm the terms and conditions of the engagement of Calderwood & Harkness LLP in connection with the matter referenced above. This letter, when countersigned by you on behalf of Cascade Retail Holdings Inc., will constitute the agreement between the Firm and the Client regarding the scope, terms, and conditions of our representation. We ask that you review this letter carefully, and we welcome any questions you may have before executing it.

1. Engagement and Scope of Representation

1.1 Engagement Overview

Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") is pleased to confirm its engagement by Cascade Retail Holdings Inc., a Delaware corporation ("Cascade," "CRH," or the "Client"), in connection with the proposed carveout divestiture of EverGreen Market Co. LLC, a Delaware limited liability company and wholly owned subsidiary of Cascade ("EverGreen" or "EMC"), to Ridgeline Consumer Partners LLC, a Delaware limited liability company ("Ridgeline" or the "Buyer"). Ridgeline is the operating platform of Summit Grove Capital Partners Fund III, L.P., a mid-market private equity fund managed by Summit Grove Capital Partners LLC.

This engagement arises out of and relates to that certain Letter of Intent dated April 18, 2025 (the "LOI"), executed between Cascade and Ridgeline, which contemplates the sale of substantially all of the assets of the EverGreen Market business for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), subject to customary adjustments and the terms and conditions to be set forth in a definitive Asset Purchase Agreement.

This engagement letter supersedes any and all prior oral or written understandings, communications, or agreements between the Firm and the Client regarding the scope, terms, or conditions of this engagement. In the event of any inconsistency between this engagement letter and any prior understanding, the terms of this letter shall control.

1.2 Scope of Legal Services

Subject to the limitations set forth in Section 1.3 below, the Firm will provide the following legal services in connection with the contemplated divestiture:

(a) Transaction Documentation. The negotiation, drafting, review, and documentation of the Asset Purchase Agreement (the "APA") and all ancillary transaction documents, including but not limited to:

(i) the Asset Purchase Agreement among Cascade, EverGreen Market Co. LLC, and Ridgeline Consumer Partners LLC, including all exhibits, annexes, and schedules thereto;

(ii) the Seller Disclosure Schedules to be delivered in connection with the APA, reflecting all material information required to be disclosed by the sellers with respect to the representations and warranties contained therein;

(iii) the Escrow Agreement, to be entered into among Cascade, Ridgeline, and Colton Pacific Bank, N.A., as escrow agent, governing the establishment, maintenance, and release of the indemnity escrow fund;

(iv) the Transition Services Agreement, pursuant to which Cascade will provide to Ridgeline certain post-closing support services, including information technology, payroll administration, treasury management, procurement, and accounting services, for a transitional period following the closing;

(v) the Bill of Sale, transferring to Ridgeline all right, title, and interest of the sellers in and to the purchased assets;

(vi) the Assignment and Assumption Agreement, effecting the assignment to Ridgeline and the assumption by Ridgeline of the assumed liabilities, including the assignment of thirty-four (34) store leases, one (1) distribution center lease, vendor and supplier contracts, and other assumed liabilities, as specified in the APA;

(vii) the Trademark Assignment Agreement, effecting the assignment to Ridgeline of all right, title, and interest in and to the EverGreen Market and EverGreen Naturals trademarks and related intellectual property;

(viii) the Non-Competition and Non-Solicitation Agreement, setting forth post-closing restrictive covenants applicable to Cascade and its affiliates;

(ix) the Seller Officer's Certificate and such other closing certificates, resolutions, and deliverables as may be required pursuant to the APA; and

(x) such other ancillary documents, certificates, instruments, and agreements as may be reasonably necessary or appropriate to consummate the transaction.

(b) Deal Structuring. Advice on the structuring of the transaction, including analysis of IRC Section 1060 purchase price allocation requirements and methodology, Oregon and California bulk-sale considerations (including any notices, filings, or waivers that may be required or advisable under the applicable bulk-sale or bulk-transfer provisions of those states), and transfer tax matters arising in connection with the conveyance of the purchased assets.

(c) APA Provisions. Review, negotiation, and advice with respect to the representations, warranties, covenants, indemnification provisions, closing conditions, termination provisions, and other material provisions of the APA, including negotiation with Buyer's counsel, Holloway Breck & Associates LLP.

(d) Advisor Coordination. Coordination, as needed and as directed by the Client, with Bridger Zanthor & Co. LLC, Cascade's financial advisor, and Archer Whitfield LLP, Cascade's independent auditor, in connection with financial analyses, carveout financial statements, and other matters arising in the course of the transaction.

(e) Representations and Warranties Insurance. Coordination regarding the representations and warranties insurance policy to be obtained by the Buyer, including review of the policy terms and any exclusions or conditions that may affect the sellers' indemnification exposure. The Firm understands that the Buyer intends to procure such insurance through Trident Assurance Group Inc., as broker, and Marlowe Asset Management Indemnity Insurance Co., as carrier.

(f) Regulatory Matters. Advice on regulatory matters applicable to the transaction, including confirmation that no filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required, given that the aggregate purchase price of $25,000,000 falls below the applicable 2025 HSR Act filing threshold of $119.5 million. The Firm will also advise on landlord consent requirements with respect to the thirty-five (35) leases requiring landlord or lessor consent for assignment in connection with the transaction.

(g) Closing Preparation. Preparation and management of a comprehensive closing checklist, coordination of the execution and delivery of all closing deliverables, and attendance at the closing (currently estimated to occur on or about July 18, 2025, or such other date as may be agreed upon by the parties).

1.3 Limitations on Scope

The scope of this engagement is limited to the representation of Cascade and EverGreen Market Co. LLC in their capacities as sellers in the above-described divestiture transaction. The following limitations apply:

(a) Tax Advice. C&H is not engaged to provide tax advice, and the Client should rely on its own independent tax advisors with respect to all tax matters arising out of or in connection with the contemplated transaction. Notwithstanding the foregoing, the Firm may provide legal analysis on tax structuring issues to the extent that such issues intersect with, or are relevant to, the negotiation and documentation of the transaction documents. Any such analysis is provided solely in the context of this transactional engagement and does not constitute comprehensive tax advice.

(b) Other Matters. C&H is not engaged to represent the Client in any other matter, including without limitation general corporate governance, securities law compliance, SEC or other regulatory filings, employment law matters, environmental compliance, or unrelated litigation or arbitration, unless such additional representation is separately agreed to in writing between the Firm and the Client.

(c) Individual Representation. C&H does not represent, and nothing in this engagement letter shall be construed to create an attorney-client relationship with, EverGreen Market Co. LLC or any of its officers, directors, employees, managers, or members in their individual capacities. Our representation is limited to EverGreen Market Co. LLC solely in its capacity as a seller entity controlled by Cascade in connection with the contemplated transaction.

2. Staffing

2.1 Responsible Partner

Sandra Tung, Partner in the Firm's Mergers & Acquisitions practice in the Seattle office, will serve as the Responsible Partner and primary relationship attorney for this engagement. Ms. Tung will have overall supervisory responsibility for the Firm's work product, strategy, and client communications in connection with this matter. Ms. Tung can be reached at (206) 441-7218 or stung@calderwoodharkness.com.

2.2 Billing Partner

Oliver Mackenzie, Partner in the Firm's Mergers & Acquisitions practice in the Seattle office, will serve as the Billing Partner for this engagement. Mr. Mackenzie will be responsible for all fee arrangements, billing administration, and the financial management of the engagement. Mr. Mackenzie can be reached at (206) 441-7235 or omackenzie@calderwoodharkness.com.

2.3 Associate Team

The following associates have been assigned to this engagement:

(a) Tiffany Rosenthal, Associate, Mergers & Acquisitions practice, Seattle office, will serve as the Lead Associate on this matter. Ms. Rosenthal will be responsible for the day-to-day drafting of transaction documents, negotiation of ancillary documents with Buyer's counsel, preparation and coordination of the Seller Disclosure Schedules, and management of the closing checklist and closing process.

(b) Andrew Fitzpatrick, Associate, Mergers & Acquisitions practice, New York office (601 Lexington Avenue, 42nd Floor, New York, NY 10022), will serve as a Working Associate on this matter. Mr. Fitzpatrick's responsibilities will include preparation of the deal structure and tax memorandum (in coordination with the Client's tax advisors), research on Oregon and California bulk-sale and transfer tax issues, and general drafting support for the APA and ancillary documents.

2.4 Additional Personnel

The Firm may from time to time assign additional attorneys, paralegals, or other professional staff to this engagement as warranted by the needs of the matter, workload demands, or specific substantive expertise requirements. The Client will be notified of any material changes in the staffing of this engagement. Any questions regarding staffing should be directed to Sandra Tung.

3. Fee Arrangement

3.1 Hourly Rates

C&H will bill for legal services rendered in connection with this engagement on an hourly basis at the Firm's then-current standard rates for the attorneys and other timekeepers assigned to this matter. As of the date of this letter, the current applicable rates are as follows:

The specific rate applicable to each individual timekeeper will be reflected on the Firm's monthly invoices. Rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Client will be given advance written notice of any changes to the rates applicable to timekeepers assigned to this engagement.

3.2 Expenses and Disbursements

In addition to professional fees for legal services, the Client will be responsible for the reimbursement of all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with this engagement. Such costs and disbursements include, but are not limited to:

• filing fees, recording fees, and governmental charges;

• courier, messenger, and delivery charges;

• travel expenses (including travel between the Firm's Seattle and New York offices as required by the needs of the engagement), including transportation, lodging, and meals;

• database, electronic research, and information retrieval charges (e.g., Westmark Data Systems, Sundial Solutions, Cascade Services Inc.);

• photocopying, scanning, printing, and document production costs;

• long-distance telephone and facsimile charges;

• postage and express delivery charges;

• charges for virtual data room access, if applicable; and

• other reasonable third-party costs directly attributable to this engagement.

Travel expenses will be billed at actual cost. Air travel will be booked at coach or economy class unless otherwise pre-approved in writing by the Client. The Firm will exercise reasonable judgment in incurring disbursements and will endeavor to minimize costs where practicable.

3.3 Billing and Payment

Invoices for professional fees and disbursements will be rendered on a monthly basis and are due and payable within thirty (30) days of the date of each invoice. Each invoice will include a reasonably detailed description of the legal services rendered and the expenses incurred during the applicable billing period. Time entries will be recorded in increments of one-tenth (0.1) of an hour.

All billing inquiries, questions, or concerns should be directed to Oliver Mackenzie at the contact information set forth in Section 2.2 above. The Firm appreciates prompt communication regarding any billing issues so that they may be addressed in a timely manner.

In the event that any invoice is not paid within sixty (60) days of its date, the Firm reserves the right to suspend work on this matter until the outstanding balance is resolved. Any such suspension will be communicated to the Client in advance and will be subject to the Firm's obligations under applicable rules of professional conduct.

3.4 Estimated Fees

Based on the anticipated scope and complexity of this engagement, and taking into account the nature of the transaction — a carveout asset purchase involving thirty-four (34) retail store locations across multiple states, one (1) distribution center, approximately 1,850 employees, thirty-five (35) lease assignments requiring landlord consent, a transition services agreement, a trademark assignment, and the full suite of ancillary transaction documents described herein — the Firm currently estimates that total legal fees for this engagement will be in the range of $350,000 to $475,000, exclusive of out-of-pocket costs and disbursements.

This estimate is provided for budgeting and planning purposes only and does not constitute a cap, ceiling, guaranteed maximum, or fixed fee for the engagement. Actual fees will depend on a number of factors, many of which are not within the Firm's control, including without limitation: the scope, duration, and complexity of negotiations with Buyer's counsel, Holloway Breck & Associates LLP; the depth and complexity of the Seller Disclosure Schedules; the number and difficulty of landlord consent negotiations; the extent of revisions to the APA and ancillary documents; the resolution of any open diligence issues raised by the Buyer or its advisors; and the time required to reach and consummate closing. Should the Firm determine at any point during the engagement that actual fees are likely to materially exceed this estimate, the Firm will endeavor to inform the Client promptly and to discuss the reasons for the variance and any available alternatives.

4. Key Transaction Parameters

For reference and context, the principal terms of the contemplated transaction, as set forth in the LOI dated April 18, 2025, include the following:

The foregoing summary is provided for informational purposes and is based on the LOI as currently executed. The definitive terms of the transaction will be as set forth in the APA and the other transaction documents negotiated and executed by the parties. In the event of any conflict between the terms summarized above and the definitive transaction documents, the definitive documents will control.

5. Conflicts of Interest

5.1 Conflicts Check

C&H has conducted a comprehensive conflicts check in accordance with the Firm's standard policies and procedures and the applicable Washington Rules of Professional Conduct. In connection with this review, the Firm has searched for potential conflicts with respect to the following parties and their respective known affiliates:

• Cascade Retail Holdings Inc.

• EverGreen Market Co. LLC

• Ridgeline Consumer Partners LLC

• Summit Grove Capital Partners LLC

• Summit Grove Capital Partners Fund III, L.P.

• Holloway Breck & Associates LLP (Buyer's counsel)

• Bridger Zanthor & Co. LLC (Cascade's financial advisor)

• Colton Pacific Bank, N.A. (escrow agent)

• Pinnacle Ridge Lending LLC (Buyer's lender)

• Archer Whitfield LLP (Cascade's independent auditor)

• Trident Assurance Group Inc. (R&W insurance broker)

• Marlowe Asset Management Indemnity Insurance Co. (R&W insurance carrier)

• Individual officers, directors, and key personnel identified in the transaction parties list provided by the Client

Based on the Firm's review, no conflicts of interest have been identified that would preclude this engagement under the applicable rules of professional conduct.

5.2 Ongoing Duty

The Firm will continue to monitor for potential conflicts of interest throughout the duration of this engagement. Should an actual or potential conflict arise at any time during the representation, the Firm will promptly notify the Client and take appropriate action, which may include seeking a written waiver from the affected parties or, if the conflict cannot be resolved, withdrawing from the engagement in accordance with applicable rules of professional conduct.

The Client acknowledges that C&H is a large law firm with multiple offices and a broad client base, and that the Firm may currently represent, or may in the future undertake representation of, other clients in matters unrelated to this engagement that may involve parties adverse to Cascade or its affiliates in other, unrelated contexts. This engagement does not preclude the Firm from accepting or continuing such unrelated representations, provided that such representations do not create a conflict that is impermissible under the applicable rules of professional conduct.

6. Confidentiality and Privilege

6.1 Confidentiality Obligations

C&H will maintain the confidentiality of all information provided by the Client in connection with this engagement, in accordance with applicable law, the Washington Rules of Professional Conduct, and the Firm's internal policies regarding the protection of client information. The Firm will not disclose any such confidential information to any third party without the Client's prior consent, except as may be required by applicable law, court order, or the rules of professional conduct, or as may be reasonably necessary in the course of performing the legal services contemplated by this engagement (for example, in communications with opposing counsel, the escrow agent, or other transaction participants as directed by the Client).

All attorney work product, legal memoranda, analyses, draft documents, and communications prepared by the Firm in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicable law. The Client should be aware that the protection afforded by these doctrines may be waived by voluntary disclosure to third parties, and the Firm recommends that the Client exercise care in sharing privileged communications or work product with persons outside the attorney-client relationship.

6.2 Data Security

The Firm maintains commercially reasonable data security policies, procedures, and technological safeguards designed to protect the confidentiality, integrity, and availability of confidential client information in its possession. These measures include, without limitation, encryption of data in transit and at rest, multi-factor authentication for access to firm systems, periodic security assessments, and employee training on data security best practices. The Firm will promptly notify the Client in the event of any data security incident that the Firm reasonably believes may have compromised the confidentiality of the Client's information.

7. Client Responsibilities

The Client agrees to cooperate with the Firm in connection with this engagement by providing timely access to all documents, information, records, and personnel reasonably necessary for the Firm to perform the legal services described herein. This includes, without limitation, making available the officers, employees, and representatives of Cascade and EverGreen Market Co. LLC who possess relevant knowledge regarding the EverGreen Market business, its assets, liabilities, contracts, and operations, including Patricia Ng, General Manager of EverGreen Market Co. LLC, and Steven Halderman, Controller of EverGreen Market Co. LLC, as well as such other personnel as the Firm may reasonably request from time to time.

The Client further agrees to keep the Firm informed of all material developments relevant to this engagement, including any changes in the business, operations, or financial condition of the EverGreen Market business, any communications with the Buyer or its representatives outside of the formal negotiation process, and any other events or circumstances that may affect the transaction or the Firm's representation.

The primary Client contacts for this engagement will be:

• Renata Saldívar, General Counsel, Cascade Retail Holdings Inc.

• James Yoon, SVP, Corporate Development, Cascade Retail Holdings Inc.

Unless otherwise agreed, the Firm will direct its principal communications to Ms. Saldívar and Mr. Yoon. The Client should notify the Firm promptly if it designates any additional or replacement contacts for this engagement.

8. Termination

Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Any such termination shall be subject to the Firm's obligations under the applicable rules of professional conduct governing the withdrawal of representation, including the duty to take reasonable steps to avoid foreseeable prejudice to the Client's interests.

Upon termination of this engagement, the Client will remain responsible for the payment of all professional fees and out-of-pocket costs and disbursements incurred by the Firm through the effective date of termination, in accordance with the fee arrangement set forth in Section 3 above.

Following termination, the Firm will take reasonable steps to protect the Client's interests, including returning client files and property in the Firm's possession, providing a summary of pending deadlines and open items, and cooperating in an orderly transition of the matter to successor counsel designated by the Client.

9. Document Retention

At the conclusion of this engagement, the Firm will retain the engagement file — including correspondence, work product, memoranda, and copies of transaction documents — in accordance with the Firm's standard document retention policies and procedures.

Original documents provided to the Firm by the Client will be returned to the Client upon the Client's written request at the conclusion of the engagement. To the extent the Client does not request return of original documents, such documents may be retained in the Firm's files and will be subject to the Firm's standard retention policies.

The Firm may destroy engagement files after the expiration of its standard retention period, which is currently ten (10) years from the date of the conclusion of the engagement, without further notice to, or consent from, the Client, unless the Client provides written instructions to the contrary prior to the expiration of such retention period. The Client is encouraged to request the return of any original documents or other materials that the Client may need for its own records at or before the conclusion of the engagement.

10. Governing Law and Dispute Resolution

This engagement letter, and the relationship between the Firm and the Client arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.

In the event of any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Client hereunder, including but not limited to disputes regarding fees, the scope of services, or the quality of representation, such dispute shall be submitted to final and binding arbitration in New York, New York, administered in accordance with the rules of a mutually agreed-upon arbitration body, unless the Firm and the Client agree otherwise in writing. Each party shall bear its own costs and expenses in connection with any such arbitration, unless the arbitrator determines otherwise. Notwithstanding the foregoing, nothing in this Section shall preclude either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to the extent necessary to protect its rights pending the resolution of any arbitration.

11. Acceptance and Counterparts

We would be grateful if you would confirm Cascade Retail Holdings Inc.'s agreement to the terms and conditions set forth in this engagement letter by having an authorized representative of the Client countersign this letter in the space provided below and return a signed copy to the undersigned. A scanned copy transmitted via email to stung@calderwoodharkness.com will be sufficient for purposes of confirming acceptance, with a hard copy to follow by U.S. Mail.

This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF, Brightwater Software, or other electronic signature platform) shall be deemed original signatures for all purposes.

We are pleased to have the opportunity to represent Cascade in this important transaction and look forward to working with you and your team to bring it to a successful conclusion. Please do not hesitate to contact Sandra Tung or Oliver Mackenzie should you have any questions regarding this engagement letter or any aspect of the contemplated representation.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Sandra Tung

Title: Partner

By: ________

Name: Oliver Mackenzie

Title: Partner

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Cascade Retail Holdings Inc., hereby acknowledges receipt of the foregoing engagement letter dated May 2, 2025, and agrees to the terms and conditions set forth therein.

ACKNOWLEDGED AND AGREED:

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Renata Saldívar

Title: General Counsel

Date: ________

cc: Margaret "Meg" Calloway, Chief Executive Officer, Cascade Retail Holdings Inc. Derek Pruitt, Chief Financial Officer, Cascade Retail Holdings Inc. James Yoon, SVP, Corporate Development, Cascade Retail Holdings Inc.

Timekeeper Category	Hourly Rate Range
Partners	$1,150 – $1,350 per hour
Associates	$650 – $850 per hour
Paralegals / Legal Assistants	$350 – $450 per hour
Parameter	Detail
Transaction Structure	Carveout asset purchase
Aggregate Purchase Price	$25,000,000
Cash at Closing	$22,500,000
Indemnity Escrow	$2,500,000 (10% of purchase price), held by Colton Pacific Bank, N.A. for 18 months post-closing
Working Capital Adjustment	Post-closing adjustment based on Target Net Working Capital of $2,900,000
Exclusivity Period	April 18, 2025 through June 30, 2025 (73 days)
Target APA Execution Date	June 13, 2025
Estimated Closing Date	July 18, 2025 (approximately 35 days post-signing)
Outside Date	September 15, 2025
Buyer Sponsor	Summit Grove Capital Partners Fund III, L.P., managed by Summit Grove Capital Partners LLC
Acquisition Financing	$15,000,000 senior secured credit facility from Pinnacle Ridge Lending LLC, comprising a $12,000,000 term loan and a $3,000,000 revolving credit facility

CALDERWOOD & HARKNESS LLP Attorneys at Law
1301 Second Avenue, Suite 3400 Seattle, Washington 98101 Telephone: (206) 441-7200 Facsimile: (206) 441-7201 www.calderwoodharkness.com
May 2, 2025
Via Email and U.S. Mail
Renata Saldívar, Esq. General Counsel Cascade Retail Holdings Inc. 4200 Elliott Avenue West, Suite 1500 Seattle, WA 98119
Re: Representation of Cascade Retail Holdings Inc. in Connection with the Divestiture of EverGreen Market Co. LLC Matter No.: 1038-00008
Dear Ms. Saldívar:
We are writing to confirm the terms and conditions of the engagement of Calderwood & Harkness LLP in connection with the matter referenced above. This letter, when countersigned by you on behalf of Cascade Retail Holdings Inc., will constitute the agreement between the Firm and the Client regarding the scope, terms, and conditions of our representation. We ask that you review this letter carefully, and we welcome any questions you may have before executing it.
1. Engagement and Scope of Representation
1.1 Engagement Overview
Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") is pleased to confirm its engagement by Cascade Retail Holdings Inc., a Delaware corporation ("Cascade," "CRH," or the "Client"), in connection with the proposed carveout divestiture of EverGreen Market Co. LLC, a Delaware limited liability company and wholly owned subsidiary of Cascade ("EverGreen" or "EMC"), to Ridgeline Consumer Partners LLC, a Delaware limited liability company ("Ridgeline" or the "Buyer"). Ridgeline is the operating platform of Summit Grove Capital Partners Fund III, L.P., a mid-market private equity fund managed by Summit Grove Capital Partners LLC.
This engagement arises out of and relates to that certain Letter of Intent dated April 18, 2025 (the "LOI"), executed between Cascade and Ridgeline, which contemplates the sale of substantially all of the assets of the EverGreen Market business for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), subject to customary adjustments and the terms and conditions to be set forth in a definitive Asset Purchase Agreement.
This engagement letter supersedes any and all prior oral or written understandings, communications, or agreements between the Firm and the Client regarding the scope, terms, or conditions of this engagement. In the event of any inconsistency between this engagement letter and any prior understanding, the terms of this letter shall control.
1.2 Scope of Legal Services
Subject to the limitations set forth in Section 1.3 below, the Firm will provide the following legal services in connection with the contemplated divestiture:
(a) Transaction Documentation. The negotiation, drafting, review, and documentation of the Asset Purchase Agreement (the "APA") and all ancillary transaction documents, including but not limited to:
(i) the Asset Purchase Agreement among Cascade, EverGreen Market Co. LLC, and Ridgeline Consumer Partners LLC, including all exhibits, annexes, and schedules thereto;
(ii) the Seller Disclosure Schedules to be delivered in connection with the APA, reflecting all material information required to be disclosed by the sellers with respect to the representations and warranties contained therein;
(iii) the Escrow Agreement, to be entered into among Cascade, Ridgeline, and Colton Pacific Bank, N.A., as escrow agent, governing the establishment, maintenance, and release of the indemnity escrow fund;
(iv) the Transition Services Agreement, pursuant to which Cascade will provide to Ridgeline certain post-closing support services, including information technology, payroll administration, treasury management, procurement, and accounting services, for a transitional period following the closing;
(v) the Bill of Sale, transferring to Ridgeline all right, title, and interest of the sellers in and to the purchased assets;
(vi) the Assignment and Assumption Agreement, effecting the assignment to Ridgeline and the assumption by Ridgeline of the assumed liabilities, including the assignment of thirty-four (34) store leases, one (1) distribution center lease, vendor and supplier contracts, and other assumed liabilities, as specified in the APA;
(vii) the Trademark Assignment Agreement, effecting the assignment to Ridgeline of all right, title, and interest in and to the EverGreen Market and EverGreen Naturals trademarks and related intellectual property;
(viii) the Non-Competition and Non-Solicitation Agreement, setting forth post-closing restrictive covenants applicable to Cascade and its affiliates;
(ix) the Seller Officer's Certificate and such other closing certificates, resolutions, and deliverables as may be required pursuant to the APA; and
(x) such other ancillary documents, certificates, instruments, and agreements as may be reasonably necessary or appropriate to consummate the transaction.
(b) Deal Structuring. Advice on the structuring of the transaction, including analysis of IRC Section 1060 purchase price allocation requirements and methodology, Oregon and California bulk-sale considerations (including any notices, filings, or waivers that may be required or advisable under the applicable bulk-sale or bulk-transfer provisions of those states), and transfer tax matters arising in connection with the conveyance of the purchased assets.
(c) APA Provisions. Review, negotiation, and advice with respect to the representations, warranties, covenants, indemnification provisions, closing conditions, termination provisions, and other material provisions of the APA, including negotiation with Buyer's counsel, Holloway Breck & Associates LLP.
(d) Advisor Coordination. Coordination, as needed and as directed by the Client, with Bridger Zanthor & Co. LLC, Cascade's financial advisor, and Archer Whitfield LLP, Cascade's independent auditor, in connection with financial analyses, carveout financial statements, and other matters arising in the course of the transaction.
(e) Representations and Warranties Insurance. Coordination regarding the representations and warranties insurance policy to be obtained by the Buyer, including review of the policy terms and any exclusions or conditions that may affect the sellers' indemnification exposure. The Firm understands that the Buyer intends to procure such insurance through Trident Assurance Group Inc., as broker, and Marlowe Asset Management Indemnity Insurance Co., as carrier.
(f) Regulatory Matters. Advice on regulatory matters applicable to the transaction, including confirmation that no filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required, given that the aggregate purchase price of $25,000,000 falls below the applicable 2025 HSR Act filing threshold of $119.5 million. The Firm will also advise on landlord consent requirements with respect to the thirty-five (35) leases requiring landlord or lessor consent for assignment in connection with the transaction.
(g) Closing Preparation. Preparation and management of a comprehensive closing checklist, coordination of the execution and delivery of all closing deliverables, and attendance at the closing (currently estimated to occur on or about July 18, 2025, or such other date as may be agreed upon by the parties).
1.3 Limitations on Scope
The scope of this engagement is limited to the representation of Cascade and EverGreen Market Co. LLC in their capacities as sellers in the above-described divestiture transaction. The following limitations apply:
(a) Tax Advice. C&H is not engaged to provide tax advice, and the Client should rely on its own independent tax advisors with respect to all tax matters arising out of or in connection with the contemplated transaction. Notwithstanding the foregoing, the Firm may provide legal analysis on tax structuring issues to the extent that such issues intersect with, or are relevant to, the negotiation and documentation of the transaction documents. Any such analysis is provided solely in the context of this transactional engagement and does not constitute comprehensive tax advice.
(b) Other Matters. C&H is not engaged to represent the Client in any other matter, including without limitation general corporate governance, securities law compliance, SEC or other regulatory filings, employment law matters, environmental compliance, or unrelated litigation or arbitration, unless such additional representation is separately agreed to in writing between the Firm and the Client.
(c) Individual Representation. C&H does not represent, and nothing in this engagement letter shall be construed to create an attorney-client relationship with, EverGreen Market Co. LLC or any of its officers, directors, employees, managers, or members in their individual capacities. Our representation is limited to EverGreen Market Co. LLC solely in its capacity as a seller entity controlled by Cascade in connection with the contemplated transaction.
2. Staffing
2.1 Responsible Partner
Sandra Tung, Partner in the Firm's Mergers & Acquisitions practice in the Seattle office, will serve as the Responsible Partner and primary relationship attorney for this engagement. Ms. Tung will have overall supervisory responsibility for the Firm's work product, strategy, and client communications in connection with this matter. Ms. Tung can be reached at (206) 441-7218 or stung@calderwoodharkness.com.
2.2 Billing Partner
Oliver Mackenzie, Partner in the Firm's Mergers & Acquisitions practice in the Seattle office, will serve as the Billing Partner for this engagement. Mr. Mackenzie will be responsible for all fee arrangements, billing administration, and the financial management of the engagement. Mr. Mackenzie can be reached at (206) 441-7235 or omackenzie@calderwoodharkness.com.
2.3 Associate Team
The following associates have been assigned to this engagement:
(a) Tiffany Rosenthal, Associate, Mergers & Acquisitions practice, Seattle office, will serve as the Lead Associate on this matter. Ms. Rosenthal will be responsible for the day-to-day drafting of transaction documents, negotiation of ancillary documents with Buyer's counsel, preparation and coordination of the Seller Disclosure Schedules, and management of the closing checklist and closing process.
(b) Andrew Fitzpatrick, Associate, Mergers & Acquisitions practice, New York office (601 Lexington Avenue, 42nd Floor, New York, NY 10022), will serve as a Working Associate on this matter. Mr. Fitzpatrick's responsibilities will include preparation of the deal structure and tax memorandum (in coordination with the Client's tax advisors), research on Oregon and California bulk-sale and transfer tax issues, and general drafting support for the APA and ancillary documents.
2.4 Additional Personnel
The Firm may from time to time assign additional attorneys, paralegals, or other professional staff to this engagement as warranted by the needs of the matter, workload demands, or specific substantive expertise requirements. The Client will be notified of any material changes in the staffing of this engagement. Any questions regarding staffing should be directed to Sandra Tung.
3. Fee Arrangement
3.1 Hourly Rates
C&H will bill for legal services rendered in connection with this engagement on an hourly basis at the Firm's then-current standard rates for the attorneys and other timekeepers assigned to this matter. As of the date of this letter, the current applicable rates are as follows:
The specific rate applicable to each individual timekeeper will be reflected on the Firm's monthly invoices. Rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Client will be given advance written notice of any changes to the rates applicable to timekeepers assigned to this engagement.
3.2 Expenses and Disbursements
In addition to professional fees for legal services, the Client will be responsible for the reimbursement of all reasonable out-of-pocket costs and disbursements incurred by the Firm in connection with this engagement. Such costs and disbursements include, but are not limited to:
•  filing fees, recording fees, and governmental charges;
•  courier, messenger, and delivery charges;
•  travel expenses (including travel between the Firm's Seattle and New York offices as required by the needs of the engagement), including transportation, lodging, and meals;
•  database, electronic research, and information retrieval charges (e.g., Westmark Data Systems, Sundial Solutions, Cascade Services Inc.);
•  photocopying, scanning, printing, and document production costs;
•  long-distance telephone and facsimile charges;
•  postage and express delivery charges;
•  charges for virtual data room access, if applicable; and
•  other reasonable third-party costs directly attributable to this engagement.
Travel expenses will be billed at actual cost. Air travel will be booked at coach or economy class unless otherwise pre-approved in writing by the Client. The Firm will exercise reasonable judgment in incurring disbursements and will endeavor to minimize costs where practicable.
3.3 Billing and Payment
Invoices for professional fees and disbursements will be rendered on a monthly basis and are due and payable within thirty (30) days of the date of each invoice. Each invoice will include a reasonably detailed description of the legal services rendered and the expenses incurred during the applicable billing period. Time entries will be recorded in increments of one-tenth (0.1) of an hour.
All billing inquiries, questions, or concerns should be directed to Oliver Mackenzie at the contact information set forth in Section 2.2 above. The Firm appreciates prompt communication regarding any billing issues so that they may be addressed in a timely manner.
In the event that any invoice is not paid within sixty (60) days of its date, the Firm reserves the right to suspend work on this matter until the outstanding balance is resolved. Any such suspension will be communicated to the Client in advance and will be subject to the Firm's obligations under applicable rules of professional conduct.
3.4 Estimated Fees
Based on the anticipated scope and complexity of this engagement, and taking into account the nature of the transaction — a carveout asset purchase involving thirty-four (34) retail store locations across multiple states, one (1) distribution center, approximately 1,850 employees, thirty-five (35) lease assignments requiring landlord consent, a transition services agreement, a trademark assignment, and the full suite of ancillary transaction documents described herein — the Firm currently estimates that total legal fees for this engagement will be in the range of $350,000 to $475,000, exclusive of out-of-pocket costs and disbursements.
This estimate is provided for budgeting and planning purposes only and does not constitute a cap, ceiling, guaranteed maximum, or fixed fee for the engagement. Actual fees will depend on a number of factors, many of which are not within the Firm's control, including without limitation: the scope, duration, and complexity of negotiations with Buyer's counsel, Holloway Breck & Associates LLP; the depth and complexity of the Seller Disclosure Schedules; the number and difficulty of landlord consent negotiations; the extent of revisions to the APA and ancillary documents; the resolution of any open diligence issues raised by the Buyer or its advisors; and the time required to reach and consummate closing. Should the Firm determine at any point during the engagement that actual fees are likely to materially exceed this estimate, the Firm will endeavor to inform the Client promptly and to discuss the reasons for the variance and any available alternatives.
4. Key Transaction Parameters
For reference and context, the principal terms of the contemplated transaction, as set forth in the LOI dated April 18, 2025, include the following:
The foregoing summary is provided for informational purposes and is based on the LOI as currently executed. The definitive terms of the transaction will be as set forth in the APA and the other transaction documents negotiated and executed by the parties. In the event of any conflict between the terms summarized above and the definitive transaction documents, the definitive documents will control.
5. Conflicts of Interest
5.1 Conflicts Check
C&H has conducted a comprehensive conflicts check in accordance with the Firm's standard policies and procedures and the applicable Washington Rules of Professional Conduct. In connection with this review, the Firm has searched for potential conflicts with respect to the following parties and their respective known affiliates:
•  Cascade Retail Holdings Inc.
•  EverGreen Market Co. LLC
•  Ridgeline Consumer Partners LLC
•  Summit Grove Capital Partners LLC
•  Summit Grove Capital Partners Fund III, L.P.
•  Holloway Breck & Associates LLP (Buyer's counsel)
•  Bridger Zanthor & Co. LLC (Cascade's financial advisor)
•  Colton Pacific Bank, N.A. (escrow agent)
•  Pinnacle Ridge Lending LLC (Buyer's lender)
•  Archer Whitfield LLP (Cascade's independent auditor)
•  Trident Assurance Group Inc. (R&W insurance broker)
•  Marlowe Asset Management Indemnity Insurance Co. (R&W insurance carrier)
•  Individual officers, directors, and key personnel identified in the transaction parties list provided by the Client
Based on the Firm's review, no conflicts of interest have been identified that would preclude this engagement under the applicable rules of professional conduct.
5.2 Ongoing Duty
The Firm will continue to monitor for potential conflicts of interest throughout the duration of this engagement. Should an actual or potential conflict arise at any time during the representation, the Firm will promptly notify the Client and take appropriate action, which may include seeking a written waiver from the affected parties or, if the conflict cannot be resolved, withdrawing from the engagement in accordance with applicable rules of professional conduct.
The Client acknowledges that C&H is a large law firm with multiple offices and a broad client base, and that the Firm may currently represent, or may in the future undertake representation of, other clients in matters unrelated to this engagement that may involve parties adverse to Cascade or its affiliates in other, unrelated contexts. This engagement does not preclude the Firm from accepting or continuing such unrelated representations, provided that such representations do not create a conflict that is impermissible under the applicable rules of professional conduct.
6. Confidentiality and Privilege
6.1 Confidentiality Obligations
C&H will maintain the confidentiality of all information provided by the Client in connection with this engagement, in accordance with applicable law, the Washington Rules of Professional Conduct, and the Firm's internal policies regarding the protection of client information. The Firm will not disclose any such confidential information to any third party without the Client's prior consent, except as may be required by applicable law, court order, or the rules of professional conduct, or as may be reasonably necessary in the course of performing the legal services contemplated by this engagement (for example, in communications with opposing counsel, the escrow agent, or other transaction participants as directed by the Client).
All attorney work product, legal memoranda, analyses, draft documents, and communications prepared by the Firm in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicable law. The Client should be aware that the protection afforded by these doctrines may be waived by voluntary disclosure to third parties, and the Firm recommends that the Client exercise care in sharing privileged communications or work product with persons outside the attorney-client relationship.
6.2 Data Security
The Firm maintains commercially reasonable data security policies, procedures, and technological safeguards designed to protect the confidentiality, integrity, and availability of confidential client information in its possession. These measures include, without limitation, encryption of data in transit and at rest, multi-factor authentication for access to firm systems, periodic security assessments, and employee training on data security best practices. The Firm will promptly notify the Client in the event of any data security incident that the Firm reasonably believes may have compromised the confidentiality of the Client's information.
7. Client Responsibilities
The Client agrees to cooperate with the Firm in connection with this engagement by providing timely access to all documents, information, records, and personnel reasonably necessary for the Firm to perform the legal services described herein. This includes, without limitation, making available the officers, employees, and representatives of Cascade and EverGreen Market Co. LLC who possess relevant knowledge regarding the EverGreen Market business, its assets, liabilities, contracts, and operations, including Patricia Ng, General Manager of EverGreen Market Co. LLC, and Steven Halderman, Controller of EverGreen Market Co. LLC, as well as such other personnel as the Firm may reasonably request from time to time.
The Client further agrees to keep the Firm informed of all material developments relevant to this engagement, including any changes in the business, operations, or financial condition of the EverGreen Market business, any communications with the Buyer or its representatives outside of the formal negotiation process, and any other events or circumstances that may affect the transaction or the Firm's representation.
The primary Client contacts for this engagement will be:
•  Renata Saldívar, General Counsel, Cascade Retail Holdings Inc.
•  James Yoon, SVP, Corporate Development, Cascade Retail Holdings Inc.
Unless otherwise agreed, the Firm will direct its principal communications to Ms. Saldívar and Mr. Yoon. The Client should notify the Firm promptly if it designates any additional or replacement contacts for this engagement.
8. Termination
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Any such termination shall be subject to the Firm's obligations under the applicable rules of professional conduct governing the withdrawal of representation, including the duty to take reasonable steps to avoid foreseeable prejudice to the Client's interests.
Upon termination of this engagement, the Client will remain responsible for the payment of all professional fees and out-of-pocket costs and disbursements incurred by the Firm through the effective date of termination, in accordance with the fee arrangement set forth in Section 3 above.
Following termination, the Firm will take reasonable steps to protect the Client's interests, including returning client files and property in the Firm's possession, providing a summary of pending deadlines and open items, and cooperating in an orderly transition of the matter to successor counsel designated by the Client.
9. Document Retention
At the conclusion of this engagement, the Firm will retain the engagement file — including correspondence, work product, memoranda, and copies of transaction documents — in accordance with the Firm's standard document retention policies and procedures.
Original documents provided to the Firm by the Client will be returned to the Client upon the Client's written request at the conclusion of the engagement. To the extent the Client does not request return of original documents, such documents may be retained in the Firm's files and will be subject to the Firm's standard retention policies.
The Firm may destroy engagement files after the expiration of its standard retention period, which is currently ten (10) years from the date of the conclusion of the engagement, without further notice to, or consent from, the Client, unless the Client provides written instructions to the contrary prior to the expiration of such retention period. The Client is encouraged to request the return of any original documents or other materials that the Client may need for its own records at or before the conclusion of the engagement.
10. Governing Law and Dispute Resolution
This engagement letter, and the relationship between the Firm and the Client arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.
In the event of any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Client hereunder, including but not limited to disputes regarding fees, the scope of services, or the quality of representation, such dispute shall be submitted to final and binding arbitration in New York, New York, administered in accordance with the rules of a mutually agreed-upon arbitration body, unless the Firm and the Client agree otherwise in writing. Each party shall bear its own costs and expenses in connection with any such arbitration, unless the arbitrator determines otherwise. Notwithstanding the foregoing, nothing in this Section shall preclude either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to the extent necessary to protect its rights pending the resolution of any arbitration.
11. Acceptance and Counterparts
We would be grateful if you would confirm Cascade Retail Holdings Inc.'s agreement to the terms and conditions set forth in this engagement letter by having an authorized representative of the Client countersign this letter in the space provided below and return a signed copy to the undersigned. A scanned copy transmitted via email to stung@calderwoodharkness.com will be sufficient for purposes of confirming acceptance, with a hard copy to follow by U.S. Mail.
This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF, Brightwater Software, or other electronic signature platform) shall be deemed original signatures for all purposes.
We are pleased to have the opportunity to represent Cascade in this important transaction and look forward to working with you and your team to bring it to a successful conclusion. Please do not hesitate to contact Sandra Tung or Oliver Mackenzie should you have any questions regarding this engagement letter or any aspect of the contemplated representation.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sandra Tung
Title: Partner
By: ________
Name: Oliver Mackenzie
Title: Partner
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Cascade Retail Holdings Inc., hereby acknowledges receipt of the foregoing engagement letter dated May 2, 2025, and agrees to the terms and conditions set forth therein.
ACKNOWLEDGED AND AGREED:
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Renata Saldívar
Title: General Counsel
Date: ________
cc: Margaret "Meg" Calloway, Chief Executive Officer, Cascade Retail Holdings Inc. Derek Pruitt, Chief Financial Officer, Cascade Retail Holdings Inc. James Yoon, SVP, Corporate Development, Cascade Retail Holdings Inc.
Timekeeper Category | Hourly Rate Range
Partners | $1,150 – $1,350 per hour
Associates | $650 – $850 per hour
Paralegals / Legal Assistants | $350 – $450 per hour
Parameter | Detail
Transaction Structure | Carveout asset purchase
Aggregate Purchase Price | $25,000,000
Cash at Closing | $22,500,000
Indemnity Escrow | $2,500,000 (10% of purchase price), held by Colton Pacific Bank, N.A. for 18 months post-closing
Working Capital Adjustment | Post-closing adjustment based on Target Net Working Capital of $2,900,000
Exclusivity Period | April 18, 2025 through June 30, 2025 (73 days)
Target APA Execution Date | June 13, 2025
Estimated Closing Date | July 18, 2025 (approximately 35 days post-signing)
Outside Date | September 15, 2025
Buyer Sponsor | Summit Grove Capital Partners Fund III, L.P., managed by Summit Grove Capital Partners LLC
Acquisition Financing | $15,000,000 senior secured credit facility from Pinnacle Ridge Lending LLC, comprising a $12,000,000 term loan and a $3,000,000 revolving credit facility

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACKNOWLEDGED AND AGREED:

CASCADE RETAIL HOLDINGS INC.

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