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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Dated as of July 18, 2025

by and between

CASCADE RETAIL HOLDINGS INC. a Delaware corporation

and

RIDGELINE CONSUMER PARTNERS LLC a Delaware limited liability company

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This Non-Competition and Non-Solicitation Agreement (this "Agreement") is made and entered into as of July 18, 2025 (the "Effective Date"), by and between:

Cascade Retail Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (Nasdaq: CRHI), with its principal office at 4200 Elliott Avenue West, Suite 1500, Seattle, WA 98119 (together with its Affiliates, the "Covenantor" or "Cascade"); and

Ridgeline Consumer Partners LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal office at 900 SW Fifth Avenue, Suite 2600, Portland, OR 97204 (together with its Affiliates, the "Protected Party" or "Buyer").

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

RECITALS

WHEREAS, Cascade Retail Holdings Inc. is a publicly traded retail and ecommerce conglomerate listed on the Nasdaq Stock Market under the ticker symbol "CRHI," operating approximately 480 retail locations across the Pacific Northwest and Northern California under several banners, including its flagship "Cascade Home & Goods" stores and its ecommerce platform CascadeDirect.com, with trailing twelve-month consolidated revenue of approximately $6.8 billion;

WHEREAS, Cascade, through its wholly owned subsidiary EverGreen Market Co. LLC, a Delaware limited liability company ("EverGreen" or "EMC"), with its principal office at 1025 NW Lovejoy Street, Suite 300, Portland, OR 97209, operates a business consisting of thirty-four (34) natural and organic grocery stores (twenty-two (22) in Oregon and twelve (12) in Northern California) and one approximately 48,000 square foot distribution center located at 19800 SW Cipole Road, Tualatin, OR 97062, with approximately 1,850 employees and trailing twelve-month revenue of approximately $142 million (collectively, the "Business");

WHEREAS, Cascade acquired the Business in 2019 as part of its acquisition of Pacific Provisions Group Inc., and following a strategic portfolio review conducted during the third quarter of 2024, the Business was classified as non-core to Cascade's long-term growth strategy and designated for divestiture;

WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of June 13, 2025 (the "Asset Purchase Agreement" or "APA"), by and among Cascade Retail Holdings Inc., EverGreen Market Co. LLC, and Ridgeline Consumer Partners LLC, Cascade and EverGreen have agreed to sell, transfer, and convey substantially all of the assets of the Business to the Buyer for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000) (the "Transaction"), subject to the terms and conditions set forth therein;

WHEREAS, Ridgeline Consumer Partners LLC is the operating platform of Summit Grove Capital Partners Fund III, L.P., a $1.4 billion mid-market private equity fund managed by Summit Grove Capital Partners LLC, with its principal office at 1700 Lincoln Street, Suite 4800, Denver, CO 80203, and the Transaction represents a strategic acquisition by Buyer in the natural and organic grocery retail sector;

WHEREAS, as a condition to Buyer's obligation to consummate the closing under the APA, and as a material inducement to Buyer to enter into the APA and consummate the Transaction, Cascade has agreed to enter into this Non-Competition and Non-Solicitation Agreement, and Buyer would not have entered into the APA or agreed to consummate the Transaction without Cascade's execution and delivery of this Agreement;

WHEREAS, Cascade acknowledges that the restrictive covenants set forth herein are a material inducement to Buyer to enter into the APA and consummate the Transaction, and that the purchase price of $25,000,000 reflects, in part, the value attributed by Buyer to such covenants and the protections afforded thereunder;

WHEREAS, Cascade possesses detailed knowledge of the Business, including its trade secrets, customer relationships, vendor relationships (including, without limitation, relationships with Clearfield Organics Distribution Co. and Northstar Foods Co. LLC, among other key suppliers), proprietary information, intellectual property (including the trademarks EVERGREEN MARKET, U.S. Registration No. 5,284,331, and EVERGREEN NATURALS, U.S. Registration No. 5,612,074), and employee relationships, all of which would provide a significant competitive advantage to Cascade or any third party if exploited during the Restricted Period in competition with the Business as acquired by Buyer; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the APA.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the consummation of the Transaction, the purchase price paid by Buyer under the APA, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

"Affiliate" means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of fifty percent (50%) or more of the voting securities or other equity interests of such person or entity, by contract, or otherwise. Notwithstanding the foregoing, following the Closing Date, neither EverGreen Market Co. LLC nor any successor entity operating the Business shall be deemed an Affiliate of Cascade for purposes of this Agreement.

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

"Business" means the natural and organic specialty grocery retail business operated by EverGreen Market Co. LLC as of the Closing Date, consisting of thirty-four (34) grocery stores (twenty-two (22) located in the State of Oregon and twelve (12) located in Northern California) and one distribution center of approximately 48,000 square feet located at 19800 SW Cipole Road, Tualatin, OR 97062, together with all related operations, activities, and services, including purchasing, warehousing, distribution, marketing, merchandising, private label product development, customer loyalty programs, and all other functions incident to the operation of such business.

"Closing Date" means the date on which the closing of the Transaction occurs under and pursuant to the APA, which date is expected to be July 18, 2025.

"Competing Business" means the ownership, operation, management, or control of, or material participation in (whether as owner, partner, member, shareholder, investor, officer, director, employee, consultant, agent, representative, or otherwise), any business primarily engaged in the retail sale of natural, organic, or specialty grocery products through brick-and-mortar store locations within the Restricted Territory. For the avoidance of doubt, a "Competing Business" shall not include any of the following:

(a) Cascade's existing general retail operations, including all "Cascade Home & Goods" store locations and any other retail banners owned or operated by Cascade that are not primarily engaged in the retail sale of natural, organic, or specialty grocery products;

(b) Cascade's ecommerce operations, including the CascadeDirect.com platform and any successor platforms, regardless of whether grocery products (including natural, organic, or specialty grocery products) are sold or delivered through such platforms;

(c) any retail operations that sell grocery products merely as an ancillary or incidental product category (constituting less than fifteen percent (15%) of store-level revenue on an annualized basis) and that are not primarily focused on, marketed as, or branded as natural, organic, or specialty grocery stores; or

(d) any investment qualifying as a Passive Investment Exception (as defined below).

"Confidential Information" means all trade secrets, proprietary information, customer lists, customer purchasing data, vendor and supplier information (including pricing, terms, and rebate structures), pricing data, marketing strategies and plans, promotional calendars, store performance data, operational know-how, recipes and product formulations (including private label product specifications), employee information (including compensation, performance evaluations, and organizational charts), financial information, business plans, and other non-public business information relating specifically to the Business, in each case whether written, oral, electronic, or in any other form; provided, however, that "Confidential Information" shall not include any information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement or any other confidentiality obligation owed to Buyer; (ii) was known to Cascade prior to its acquisition of Pacific Provisions Group Inc. in 2019, as evidenced by contemporaneous written records; or (iii) is independently developed by Cascade after the Closing Date without reference to, reliance upon, or use of any Confidential Information.

"Non-Compete Period" or "Non-Compete Restricted Period" means the period commencing on the Closing Date and ending at 11:59 p.m. (Pacific Time) on the third (3rd) anniversary of the Closing Date (i.e., a period of three (3) years following the Closing Date), as such period may be extended pursuant to Section 5.2 hereof.

"Non-Solicitation Period" means the period commencing on the Closing Date and ending at 11:59 p.m. (Pacific Time) on the second (2nd) anniversary of the Closing Date (i.e., a period of two (2) years following the Closing Date), as such period may be extended pursuant to Section 5.2 hereof.

"Passive Investment Exception" means the ownership of not more than five percent (5%) of the outstanding equity securities of any entity whose equity securities are listed on a national securities exchange or quoted on an established over-the-counter market, provided that Cascade does not, directly or indirectly, participate in the management, operation, direction, or control of such entity's business within the Restricted Territory, and provided further that Cascade does not have the right to designate any member of the board of directors (or equivalent governing body) of such entity.

"Restricted Territory" means: (a) the State of Oregon; and (b) Northern California. For purposes of this Agreement, "Northern California" shall mean those counties in the State of California located north of and including the following counties: San Luis Obispo County, Kern County, and San Bernardino County (i.e., all California counties situated at or above approximately the 35th parallel north), which geographic area encompasses the market areas served by the Business's twelve (12) California store locations. The counties comprising Northern California for purposes of this Agreement include, without limitation, the following: Alameda, Alpine, Amador, Butte, Calaveras, Colusa, Contra Costa, Del Norte, El Dorado, Fresno, Glenn, Humboldt, Inyo, Kern, Kings, Lake, Lassen, Madera, Marin, Mariposa, Mendocino, Merced, Modoc, Mono, Monterey, Napa, Nevada, Placer, Plumas, Sacramento, San Benito, San Bernardino, San Francisco, San Joaquin, San Luis Obispo, San Mateo, Santa Clara, Santa Cruz, Shasta, Sierra, Siskiyou, Solano, Sonoma, Stanislaus, Sutter, Tehama, Trinity, Tulare, Tuolumne, Yolo, and Yuba.

"Transferred Employees" means those employees of the Business who accept offers of employment extended by Buyer (or its designee) and whose employment with Cascade and EverGreen is terminated effective immediately prior to the Closing Date, as contemplated by Section 7.4 of the APA. As of the date of this Agreement, approximately 1,850 employees (approximately 1,620 hourly employees and 230 salaried employees) are eligible to become Transferred Employees.

Section 1.2 — Other Definitional Provisions. Terms defined in the singular shall have a corresponding meaning when used in the plural and vice versa. References to any agreement, instrument, or document shall be deemed to refer to such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms. The words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement. All references to "Sections" and "Articles" refer to the corresponding Sections and Articles of this Agreement unless otherwise specified.

ARTICLE II — NON-COMPETITION COVENANT

Section 2.1 — Non-Competition. Cascade covenants and agrees that during the Non-Compete Period (commencing on the Closing Date and ending on the third (3rd) anniversary thereof), neither Cascade nor any of its Affiliates shall, directly or indirectly, for its own account or for the account of any other person or entity:

(a) engage in, own, operate, manage, control, or participate in any Competing Business within the Restricted Territory;

(b) consult with, render services for (whether as an employee, officer, director, agent, consultant, advisor, independent contractor, or otherwise), or provide operational, managerial, financial, strategic, or technical assistance to any person or entity engaged in a Competing Business within the Restricted Territory;

(c) finance, invest in (other than pursuant to the Passive Investment Exception), lend money to, guarantee the obligations of, or otherwise provide financial support or capital to any person or entity engaged in a Competing Business within the Restricted Territory; or

(d) form, establish, incorporate, organize, or launch any new business entity, venture, joint venture, partnership, or similar arrangement for the purpose of engaging in a Competing Business within the Restricted Territory.

For the avoidance of doubt, the non-competition covenant set forth in this Section 2.1 is limited to the operation of natural and organic specialty grocery stores and related distribution operations within the State of Oregon and Northern California, as such terms are defined herein. Nothing in this Agreement shall be construed to restrict Cascade's broader retail, ecommerce, home goods, consumer products, or other business activities, except to the extent such activities constitute or involve a Competing Business within the Restricted Territory during the Non-Compete Period.

Section 2.2 — Permitted Activities; Carve-Outs. Notwithstanding anything in Section 2.1 to the contrary, the following activities shall not constitute a breach of the non-competition covenant set forth herein and are expressly permitted:

(a) General Retail Operations. Cascade may continue to own, operate, expand, remodel, relocate, rebrand, and otherwise conduct its "Cascade Home & Goods" stores and any other retail banners owned or operated by Cascade or its Affiliates that are not primarily engaged in the retail sale of natural, organic, or specialty grocery products, even if such stores are located within the Restricted Territory. For the avoidance of doubt, the sale of grocery products (including natural, organic, or specialty grocery products) as an ancillary or incidental product category at such stores shall not constitute a Competing Business, provided that such grocery products constitute less than fifteen percent (15%) of store-level revenue on an annualized basis and the applicable store is not primarily focused on, marketed as, or branded as a natural, organic, or specialty grocery store. The fifteen percent (15%) threshold shall be measured based on gross revenue attributable to grocery products at each individual store location, as reflected in Cascade's internal reporting for the applicable twelve-month period.

(b) Ecommerce Operations. Cascade may continue to own, operate, expand, and develop its ecommerce platform CascadeDirect.com and any successor platforms, applications, or digital commerce channels, including the sale and delivery of grocery products (including natural, organic, or specialty grocery products) through such platforms, without any geographic limitation. The sale of grocery products through Cascade's ecommerce platforms shall not constitute a Competing Business, regardless of whether such products are delivered to customers located within the Restricted Territory.

(c) Passive Investments. Cascade may hold equity securities of any publicly traded entity engaged in a Competing Business, provided that Cascade's holdings do not exceed five percent (5%) of the outstanding equity securities of such entity and that Cascade does not otherwise participate in the management, operations, direction, or control of such entity's business within the Restricted Territory, all as more fully described in the definition of "Passive Investment Exception" set forth in Section 1.1.

(d) Acquisitions Outside the Restricted Territory. Cascade may acquire, invest in, merge with, or enter into joint ventures or partnerships with businesses that operate natural or organic grocery stores or related operations outside the Restricted Territory, even if such businesses maintain ancillary operations, supply chains, procurement arrangements, or administrative functions that touch or extend into the Restricted Territory, provided that Cascade does not, as a result of any such acquisition or investment, directly or indirectly operate, manage, or control brick-and-mortar natural, organic, or specialty grocery store locations within the Restricted Territory during the Non-Compete Period.

(e) Pre-Existing Contractual Obligations. Nothing in this Agreement shall require Cascade to breach, terminate, or otherwise fail to perform under any pre-existing contractual obligation entered into by Cascade or any of its Affiliates prior to the date of the APA (June 13, 2025), including any supply agreements, vendor agreements, lease agreements, franchise agreements, or other commercial arrangements, even if the performance of such obligations may involve activities within the Restricted Territory that would otherwise be restricted hereunder. Cascade shall provide Buyer with a list of any such pre-existing contractual obligations that may implicate the restrictions set forth in this Agreement within thirty (30) days following the Closing Date. Cascade shall not, however, amend, extend, renew, or replace any such pre-existing contractual obligation after the Closing Date in a manner that would expand Cascade's activities within the Restricted Territory in a way that would constitute a Competing Business.

Section 2.3 — Reasonableness of Restrictions. Cascade acknowledges and agrees that:

(a) the scope, duration, and geographic extent of the non-competition covenant set forth in this Article II are reasonable, necessary, and appropriate to protect Buyer's legitimate business interests, including the goodwill acquired as part of the Transaction (for which Buyer paid an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), implying an enterprise value-to-EBITDA multiple of approximately 3.05x), customer relationships, vendor and supplier relationships, trade secrets, proprietary information, and operational know-how of the Business;

(b) the Business's operations are concentrated in Oregon (twenty-two (22) stores) and Northern California (twelve (12) stores), and the Restricted Territory therefore corresponds directly to the Business's actual geographic footprint and the market areas in which the Business's customers, vendors, and suppliers are located;

(c) the three-year Non-Compete Period is reasonable given the nature of the Business, the competitive dynamics of the natural and organic grocery retail market in the Pacific Northwest and Northern California, the length of typical customer purchasing cycles and vendor contract terms in the natural and organic grocery industry, and the time reasonably necessary for Buyer to establish independent operations, integrate the Business, develop its own customer and vendor relationships, and realize the value of the goodwill for which it has paid;

(d) Cascade's extensive knowledge of the Business, its customers, vendors, employees, competitive strategies, pricing, and operational methods would provide Cascade with an unfair competitive advantage if Cascade were permitted to engage in a Competing Business within the Restricted Territory during the Non-Compete Period; and

(e) the restrictions contained in this Article II do not impose an undue hardship on Cascade, given that the Business has been classified as non-core to Cascade's strategic portfolio and that Cascade's primary business activities (general retail and ecommerce) are not restricted by this Agreement.

ARTICLE III — NON-SOLICITATION OF EMPLOYEES

Section 3.1 — Non-Solicitation Covenant. Cascade covenants and agrees that during the Non-Solicitation Period (commencing on the Closing Date and ending on the second (2nd) anniversary thereof), neither Cascade nor any of its Affiliates shall, directly or indirectly, for its own account or for the account of any other person or entity:

(a) solicit, recruit, hire, or attempt to solicit, recruit, or hire any Transferred Employee or any other individual who becomes an employee of Buyer or any of Buyer's Affiliates in connection with the operation of the Business after the Closing Date;

(b) encourage, induce, entice, or attempt to encourage, induce, or entice any such employee to leave, terminate, or otherwise cease his or her employment with Buyer or any of Buyer's Affiliates; or

(c) assist, facilitate, or cooperate with any third party in engaging in any of the activities described in clauses (a) or (b) above, including by providing contact information, referrals, recommendations, or introductions with respect to any such employee.

The foregoing non-solicitation covenant shall apply regardless of whether the applicable employee was solicited or recruited in connection with an opportunity within or outside the Restricted Territory, and regardless of the position, title, or level of such employee within the Business.

Section 3.2 — Exceptions to Non-Solicitation. Notwithstanding anything in Section 3.1 to the contrary, the non-solicitation covenant set forth therein shall not prohibit or restrict the following activities:

(a) General Advertising. Cascade may place general advertisements or postings for employment in newspapers, trade publications, industry journals, online job boards (including Indeed, Westmark Health IT, Penmark Technologies, and similar platforms), company career websites, social media platforms, or similar media of general circulation, provided that such advertisements or postings are not specifically directed at, targeted to, or designed to attract Transferred Employees or other employees of the Business. If a Transferred Employee or other employee of the Business responds to such a general advertisement or posting without any direct or indirect solicitation, encouragement, or inducement by Cascade or its Affiliates (including their recruiting personnel, hiring managers, or retained search firms), and Cascade subsequently hires such individual, Cascade shall not be deemed to have violated the non-solicitation covenant set forth in Section 3.1. The burden of demonstrating that a hire resulted from a general advertisement or posting (and not from direct or indirect solicitation) shall rest with Cascade.

(b) Unsolicited Applications. Cascade may consider and hire any Transferred Employee or other employee of the Business who contacts Cascade on his or her own initiative, without any direct or indirect solicitation, encouragement, or inducement by Cascade or its Affiliates, provided that such individual has not been employed by Buyer or any of Buyer's Affiliates for a period of at least six (6) months immediately prior to the date on which such individual first contacts Cascade regarding potential employment. For the avoidance of doubt, Cascade shall not be deemed to have solicited an individual solely by virtue of maintaining a general career page on its website or having previously employed such individual prior to the Closing Date.

(c) Terminated Employees. The non-solicitation covenant set forth in Section 3.1 shall not apply to any Transferred Employee or other employee of the Business whose employment with Buyer or any of Buyer's Affiliates has been terminated by Buyer or its Affiliates (whether with or without cause, voluntarily or involuntarily, by layoff, reduction in force, or otherwise) prior to the date on which Cascade first solicits, recruits, or hires (or attempts to solicit, recruit, or hire) such individual. Cascade may rely on a written or oral representation by the applicable individual that his or her employment with Buyer has been terminated, absent actual knowledge by Cascade to the contrary.

(d) Employees Who Declined Transfer. The non-solicitation covenant set forth in Section 3.1 shall not apply to any employee of the Business who was offered employment by Buyer in connection with the Transaction but declined such offer and therefore did not become a Transferred Employee. Such individuals shall remain free to seek and accept employment with Cascade or its Affiliates without restriction under this Agreement.

ARTICLE IV — CONFIDENTIALITY

Section 4.1 — Confidentiality Obligations. Cascade covenants and agrees that, during and after the Non-Compete Period, Cascade shall not, and shall cause its Affiliates and their respective officers, directors, employees, agents, and representatives not to, directly or indirectly:

(a) use any Confidential Information relating to the Business for any purpose whatsoever, including for the benefit of any Competing Business or any other third party;

(b) disclose, reveal, communicate, publish, disseminate, or otherwise make available to any third party (including any competitor of the Business) any Confidential Information relating to the Business; or

(c) remove, copy, reproduce, or retain any documents, files, records, data, or other materials containing or reflecting Confidential Information relating to the Business, except as expressly permitted herein.

Notwithstanding the foregoing, the confidentiality obligations set forth in this Section 4.1 shall not restrict Cascade from disclosing Confidential Information:

(i) to the extent required by applicable law, statute, rule, regulation, judicial or administrative order, or legal process (including any subpoena, civil investigative demand, or similar compulsory process), provided that Cascade shall, to the extent legally permitted and reasonably practicable, provide Buyer with prompt written notice of such required disclosure prior to making such disclosure, so that Buyer may seek a protective order, confidential treatment, or other appropriate remedy, and provided further that Cascade shall disclose only that portion of the Confidential Information that is legally required to be disclosed and shall use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such Confidential Information;

(ii) to the extent such information is or becomes publicly available through no fault of, or breach by, Cascade or its Affiliates;

(iii) to the extent such information was independently developed by Cascade or its Affiliates after the Closing Date without reference to, reliance upon, or use of any Confidential Information, as demonstrated by contemporaneous written records; or

(iv) to the extent Buyer provides its prior written consent to such use or disclosure.

Cascade shall use commercially reasonable efforts to ensure that its officers, directors, employees, agents, representatives, and Affiliates who have had access to Confidential Information comply with the confidentiality obligations set forth in this Section 4.1, and Cascade shall be responsible for any breach of such obligations by any such person or entity.

Section 4.2 — Return of Materials. To the extent that Cascade or any of its Affiliates retains any documents, files, records, data, electronic media, or other materials containing or reflecting Confidential Information relating to the Business following the Closing Date (other than (a) materials that Cascade is required to retain pursuant to applicable law, regulation, or any legal hold obligation, (b) materials reasonably necessary for Cascade to perform its obligations under the Transition Services Agreement between Cascade and Ridgeline dated as of the Closing Date, or (c) copies retained in automated backup systems or disaster recovery archives, provided that such copies are not accessed or used in violation of this Agreement), Cascade shall promptly return to Buyer or destroy (at Buyer's election) all such materials upon the earlier of (i) Buyer's written request therefor and (ii) the expiration of the Transition Services Agreement. Upon any destruction of Confidential Information pursuant to this Section 4.2, Cascade shall, upon Buyer's request, provide Buyer with a written certification executed by an authorized officer of Cascade confirming that all such materials have been destroyed in accordance with this Section 4.2. Cascade's document retention policies and legal hold obligations shall not be deemed to excuse Cascade from compliance with this Section 4.2, except to the extent that applicable law affirmatively requires Cascade to retain specific documents or records.

Section 4.3 — Survival. The confidentiality obligations set forth in this Article IV shall survive the expiration of the Non-Compete Period and the Non-Solicitation Period and shall continue in full force and effect for a period of five (5) years from the Closing Date, except with respect to trade secrets (as defined under the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836, and applicable state trade secret laws, including the Oregon Trade Secrets Act, ORS 646.461 et seq., and the California Uniform Trade Secrets Act, Cal. Civ. Code § 3426 et seq.), which shall be protected for so long as they qualify and remain as trade secrets under applicable law, regardless of the expiration of the five-year period.

ARTICLE V — REMEDIES

Section 5.1 — Irreparable Harm; Injunctive Relief. The Parties acknowledge and agree that the covenants and agreements set forth in Articles II, III, and IV of this Agreement are essential to the protection of Buyer's legitimate business interests and the value of the Business as acquired by Buyer pursuant to the APA. The Parties further acknowledge and agree that any breach or threatened breach of this Agreement by Cascade would cause immediate and irreparable harm to Buyer for which monetary damages alone would be inadequate and difficult to calculate. Accordingly, in the event of any actual or threatened breach of this Agreement by Cascade, Buyer shall be entitled, in addition to any other remedies available at law or in equity (including monetary damages), to seek and obtain:

(a) a temporary restraining order;

(b) a preliminary injunction;

(d) specific performance or other equitable relief,

to enforce the provisions of this Agreement and to restrain Cascade from any actual or threatened breach hereof, in each case without the requirement of posting a bond or other security (or, if a bond or security is required by applicable law, then in the minimum amount permitted by such law) and without the necessity of proving actual damages or the inadequacy of monetary relief. Cascade hereby waives any defense to any application for injunctive relief or specific performance that monetary damages would be an adequate remedy for any breach of this Agreement. Nothing in this Section 5.1 shall be construed to limit or restrict Buyer's right to recover monetary damages (including consequential damages and lost profits) for any breach of this Agreement.

Section 5.2 — Extension of Restricted Periods. In the event of a breach by Cascade of any of the covenants set forth in Article II or Article III of this Agreement, the applicable Restricted Period (i.e., the Non-Compete Period with respect to a breach of Article II, or the Non-Solicitation Period with respect to a breach of Article III) shall be automatically extended, without the need for any court order or further agreement of the Parties, by a period of time equal to the duration of such breach, commencing from the date on which such breach first occurred and continuing until the date on which such breach is fully cured or permanently enjoined, so that Buyer shall receive the full benefit of the agreed-upon duration of restriction. For the avoidance of doubt, the extension provided for in this Section 5.2 shall be in addition to, and shall not limit, any other remedies available to Buyer under this Agreement, the APA, or applicable law.

Section 5.3 — Cumulative Remedies. The remedies set forth in this Article V are cumulative and are in addition to, and not in lieu of, any and all other rights and remedies available to Buyer under this Agreement, under the APA (including, without limitation, the indemnification provisions set forth in Article IX thereof), at law, in equity, or otherwise. No exercise or failure to exercise, and no delay in exercising, any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power.

ARTICLE VI — ENFORCEABILITY; SEVERABILITY; BLUE PENCIL

Section 6.1 — Severability. If any provision of this Agreement, or any part thereof, is held to be invalid, illegal, void, or unenforceable by any court of competent jurisdiction or any governmental authority, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions or parts of provisions of this Agreement, which shall remain in full force and effect and shall be construed and enforced as if such invalid, illegal, or unenforceable provision or part thereof had never been contained herein. The Parties intend that the covenants contained in this Agreement be construed as a series of separate and independent covenants, one for each county, city, state, and other relevant geographic area within the Restricted Territory, and one for each month of the applicable Restricted Period. If any covenant is held to be unreasonable or unenforceable in any particular jurisdiction or for any particular period, it shall not affect the enforceability of such covenant in any other jurisdiction or for any other period.

Section 6.2 — Blue-Pencil; Judicial Modification. If any court of competent jurisdiction determines that any covenant, restriction, or provision of this Agreement is excessive in duration, geographic scope, scope of activity, or any other respect, and is therefore unenforceable as written, then such court is hereby authorized, empowered, and directed to reform and modify such covenant, restriction, or provision to the minimum extent necessary to render it valid and enforceable to the maximum extent permitted by applicable law, and the Parties agree to be bound by such reformed or modified covenant, restriction, or provision as so determined by the court. The Parties intend that the covenants contained in this Agreement be enforced to the fullest extent permitted by law in each jurisdiction in which enforcement may be sought.

Without limiting the generality of the foregoing:

(a) if the three-year Non-Compete Period is deemed excessive in any jurisdiction, the court may reduce the Non-Compete Period to the longest period that is permissible and enforceable under the laws of such jurisdiction;

(b) if the Restricted Territory (the State of Oregon and Northern California, as defined herein) is deemed too broad in geographic scope, the court may limit the Restricted Territory to the narrowest geographic area that is enforceable under the laws of the applicable jurisdiction, which the Parties agree should include, at a minimum, those counties in which the Business's store locations are situated as of the Closing Date; and

(c) if the scope of activities constituting a "Competing Business" is deemed too expansive, the court may narrow the definition of Competing Business to the extent necessary to render the non-competition covenant enforceable, consistent with the Parties' intent to prohibit Cascade from operating natural and organic specialty grocery stores in direct competition with the Business within the Restricted Territory.

Section 6.3 — Acknowledgment of Reasonableness. Cascade represents, acknowledges, and agrees that:

(a) Cascade has had the opportunity to consult with independent legal counsel regarding its rights and obligations under this Agreement, and Cascade's General Counsel, Renata Saldívar, has reviewed this Agreement on behalf of Cascade and has advised Cascade regarding the legal effect of the restrictive covenants contained herein;

(b) Cascade is a sophisticated commercial entity with substantial experience in mergers and acquisitions, divestitures, and related transactions, and is fully capable of understanding and evaluating the scope and implications of the restrictive covenants set forth in this Agreement;

(c) the restrictions contained in this Agreement are reasonable, necessary, and appropriate for the protection of Buyer's legitimate business interests, including the goodwill, customer relationships, vendor relationships, trade secrets, proprietary information, and going-concern value of the Business;

(d) Cascade has received adequate and sufficient consideration for the restrictive covenants set forth herein, which consideration includes, among other things, a portion of the aggregate purchase price of $25,000,000 paid by Buyer under the APA;

(e) the restrictive covenants set forth herein do not impose an undue hardship on Cascade or unreasonably restrict Cascade's ability to conduct its primary business activities; and

(f) Buyer would not have entered into the APA or consummated the Transaction without Cascade's execution and delivery of this Agreement, and Cascade's entry into this Agreement is a material condition to the closing of the Transaction under the APA.

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations and Warranties of Cascade. Cascade hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:

(a) Organization and Good Standing. Cascade Retail Holdings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.

(b) Authority; Due Authorization. Cascade has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Cascade have been duly authorized by all necessary corporate action on the part of Cascade, including approval by the Board of Directors of Cascade Retail Holdings Inc. at a duly convened meeting thereof (or by unanimous written consent in lieu thereof). No other corporate proceedings on the part of Cascade are necessary to authorize the execution, delivery, and performance of this Agreement.

(c) Binding Obligation. This Agreement has been duly executed and delivered by Cascade and constitutes the valid and binding obligation of Cascade, enforceable against Cascade in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(d) No Conflicts. The execution, delivery, and performance of this Agreement by Cascade do not and will not: (i) conflict with, violate, or result in a breach of Cascade's certificate of incorporation (as amended and/or restated) or bylaws (as amended and/or restated); (ii) conflict with, violate, result in a breach of, or constitute a default under (with or without the giving of notice or the lapse of time, or both) any material agreement, contract, instrument, license, permit, or other arrangement to which Cascade is a party or by which Cascade or any of its properties or assets is bound; or (iii) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental authority applicable to Cascade or any of its properties or assets.

Section 7.2 — Representations and Warranties of Buyer. Buyer hereby represents and warrants to Cascade as of the date hereof and as of the Closing Date as follows:

(a) Organization and Good Standing. Ridgeline Consumer Partners LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.

(b) Authority; Due Authorization. Buyer has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary limited liability company action on the part of Buyer. No other proceedings on the part of Buyer are necessary to authorize the execution, delivery, and performance of this Agreement.

(c) Binding Obligation. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Term. This Agreement shall become effective as of the Closing Date and shall remain in full force and effect until the latest of the following dates: (a) the expiration of the Non-Compete Period (three (3) years following the Closing Date), as such period may be extended pursuant to Section 5.2; (b) the expiration of the Non-Solicitation Period (two (2) years following the Closing Date), as such period may be extended pursuant to Section 5.2; and (c) the expiration of the confidentiality obligations set forth in Article IV (five (5) years following the Closing Date, or, in the case of trade secrets, for so long as such trade secrets remain protectable under applicable law). Notwithstanding the foregoing, the provisions of Article V (Remedies), Article VI (Enforceability; Severability; Blue Pencil), Article VII (Representations and Warranties), and this Article VIII (General Provisions) shall survive the expiration or earlier termination of this Agreement and shall continue in full force and effect without limitation as to time, except as otherwise expressly provided herein.

Section 8.2 — Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision, rule, or principle (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Notwithstanding the foregoing, the enforceability of the restrictive covenants contained in Articles II, III, and IV of this Agreement shall be determined under the laws of the State of Delaware, and the Parties acknowledge and agree that the State of Delaware has a substantial relationship to the Parties and the Transaction and that the application of Delaware law is reasonable.

Section 8.3 — Jurisdiction; Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, the Superior Court of the State of Delaware, or, if neither state court accepts jurisdiction, the United States District Court for the District of Delaware) for any action, suit, proceeding, claim, or dispute arising out of or relating to this Agreement or the transactions contemplated hereby, including any action to enforce or interpret the provisions hereof, and each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law:

(a) any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court;

(b) any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum; and

Each Party agrees that service of process may be made upon it in any manner permitted by the laws of the State of Delaware and agrees that service of process in any such action, suit, or proceeding may be effected by means of registered or certified mail (or any substantially similar form of mail), postage prepaid, directed to such Party at its address set forth in Section 8.5 hereof, or at such other address as such Party shall have furnished in writing to the other Party in accordance with Section 8.5.

Section 8.4 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.4.

Section 8.5 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon delivery, if delivered personally (including by courier service); (b) on the first (1st) Business Day following the date of dispatch, if sent by a nationally recognized overnight courier service (such as Severin Partners LLC, UPS, or Tarrant & Co.), with delivery confirmed; or (c) upon confirmation of receipt by the intended recipient (including by email read receipt, reply email, or other written acknowledgment), if sent by email, provided that a copy is also sent within one (1) Business Day by nationally recognized overnight courier service. All notices shall be addressed as follows (or to such other address as the applicable Party may designate in writing in accordance with this Section 8.5):

If to Cascade:

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

Attention: Renata Saldívar, General Counsel

Email: r.saldivar@cascadeholdings.com

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

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

Attention: Sandra Tung

Email: stung@calderwoodharkness.com

If to Buyer:

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

Attention: Thomas Weatherford, Managing Partner

Email: t.weatherford@ridgelineconsumer.com

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

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

Attention: Nathan Ostroff

Email: nostroff@hollowaybreck.com

Section 8.6 — Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Cascade may not assign this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Buyer, and any purported assignment by Cascade without such consent shall be null and void and of no force or effect. Buyer may assign this Agreement, in whole or in part, to (a) any Affiliate of Buyer, (b) any successor to all or substantially all of the assets of the Business (whether by merger, consolidation, sale of assets, or otherwise), or (c) any lender or group of lenders providing financing to Buyer or its Affiliates in connection with the Transaction, in each case without the prior written consent of Cascade, provided that no such assignment shall relieve Buyer of its obligations hereunder unless the assignee expressly assumes all of Buyer's obligations under this Agreement in a written instrument delivered to Cascade.

Section 8.7 — Entire Agreement. This Agreement, together with the APA and the other ancillary agreements and documents referenced therein or delivered in connection therewith (including, without limitation, the Escrow Agreement, the Transition Services Agreement, the Bill of Sale, the Assignment and Assumption Agreement, and the Trademark Assignment Agreement), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether oral or written, between the Parties relating to the subject matter hereof. No Party shall be bound by, and each Party hereby expressly disclaims reliance upon, any statement, representation, warranty, or agreement not expressly set forth in this Agreement or the APA.

Section 8.8 — Amendments and Waivers. This Agreement may not be amended, modified, restated, or supplemented except by a written instrument duly executed by both Parties. No waiver by either Party of any breach, default, or violation of this Agreement shall be deemed a waiver of any other or subsequent breach, default, or violation, whether of the same or a different provision, nor shall any delay or omission by either Party in exercising any right, power, or privilege under this Agreement operate as a waiver thereof. No single or partial exercise of any right, power, or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege available to such Party under this Agreement, at law, in equity, or otherwise. Any waiver must be in writing and signed by the waiving Party to be effective.

Section 8.9 — No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement. Without limiting the foregoing, no employee, vendor, supplier, customer, or other person or entity shall be deemed a third-party beneficiary of this Agreement.

Section 8.10 — Interpretation. The following rules of construction and interpretation shall apply to this Agreement:

(a) The headings and captions of the Articles and Sections of this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement.

(b) The word "including" (and words of similar import, such as "include" and "includes") shall mean "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(d) The use of the singular shall include the plural, and the use of the plural shall include the singular, in each case as the context may require.

(e) The use of the masculine gender shall include the feminine and neuter genders, and the use of the feminine gender shall include the masculine and neuter genders, in each case as the context may require.

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

(g) References to "dollars" or "$" shall mean lawful money of the United States of America.

(h) No presumption shall apply in favor of or against any Party in the interpretation or construction of this Agreement by reason of any Party having drafted or caused to be drafted any provision hereof. Each Party acknowledges that it has been represented by counsel in the negotiation and drafting of this Agreement.

(i) The word "or" is not exclusive (i.e., "or" means "and/or").

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

Section 8.11 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic transmission (including by means of Brightwater Software, Ashford Health IT, or any other electronic signature platform compliant with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA)) shall be effective as delivery of a manually executed counterpart and shall be deemed an original signature for all purposes.

Section 8.12 — Relationship to APA. This Agreement is being executed and delivered by the Parties pursuant to, and in connection with, the APA and constitutes one of the "Ancillary Agreements" as defined in the APA. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the APA with respect to the restrictive covenants and obligations set forth herein (including the non-competition, non-solicitation, and confidentiality covenants), the terms and provisions of this Agreement shall control and govern. All indemnification obligations of the Parties relating to this Agreement, including with respect to any breach of the representations, warranties, covenants, or agreements contained herein, shall be governed exclusively by Article IX of the APA (Indemnification), subject to the limitations, caps, baskets, deductibles, and other provisions set forth therein, except that nothing in the APA shall limit Buyer's right to seek equitable relief (including injunctive relief and specific performance) pursuant to Article V of this Agreement.

[Remainder of page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO NON-COMPETITION AND NON-SOLICITATION AGREEMENT

IN WITNESS WHEREOF, the Parties hereto have caused this Non-Competition and Non-Solicitation Agreement to be duly executed and delivered as of the date first written above.

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: James Yoon

Title: Senior Vice President, Corporate Development

Date: ________

RIDGELINE CONSUMER PARTNERS LLC

By: ________

Name: Thomas Weatherford

Title: Managing Partner

Date: ________

Prepared by Calderwood & Harkness LLP Matter No. 1038-00008 Sandra Tung, Responsible Partner Tiffany Rosenthal, Lead Associate

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Dated as of July 18, 2025
by and between
CASCADE RETAIL HOLDINGS INC. a Delaware corporation
and
RIDGELINE CONSUMER PARTNERS LLC a Delaware limited liability company
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This Non-Competition and Non-Solicitation Agreement (this "Agreement") is made and entered into as of July 18, 2025 (the "Effective Date"), by and between:
Cascade Retail Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (Nasdaq: CRHI), with its principal office at 4200 Elliott Avenue West, Suite 1500, Seattle, WA 98119 (together with its Affiliates, the "Covenantor" or "Cascade"); and
Ridgeline Consumer Partners LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal office at 900 SW Fifth Avenue, Suite 2600, Portland, OR 97204 (together with its Affiliates, the "Protected Party" or "Buyer").
Cascade and Buyer are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Cascade Retail Holdings Inc. is a publicly traded retail and ecommerce conglomerate listed on the Nasdaq Stock Market under the ticker symbol "CRHI," operating approximately 480 retail locations across the Pacific Northwest and Northern California under several banners, including its flagship "Cascade Home & Goods" stores and its ecommerce platform CascadeDirect.com, with trailing twelve-month consolidated revenue of approximately $6.8 billion;
WHEREAS, Cascade, through its wholly owned subsidiary EverGreen Market Co. LLC, a Delaware limited liability company ("EverGreen" or "EMC"), with its principal office at 1025 NW Lovejoy Street, Suite 300, Portland, OR 97209, operates a business consisting of thirty-four (34) natural and organic grocery stores (twenty-two (22) in Oregon and twelve (12) in Northern California) and one approximately 48,000 square foot distribution center located at 19800 SW Cipole Road, Tualatin, OR 97062, with approximately 1,850 employees and trailing twelve-month revenue of approximately $142 million (collectively, the "Business");
WHEREAS, Cascade acquired the Business in 2019 as part of its acquisition of Pacific Provisions Group Inc., and following a strategic portfolio review conducted during the third quarter of 2024, the Business was classified as non-core to Cascade's long-term growth strategy and designated for divestiture;
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of June 13, 2025 (the "Asset Purchase Agreement" or "APA"), by and among Cascade Retail Holdings Inc., EverGreen Market Co. LLC, and Ridgeline Consumer Partners LLC, Cascade and EverGreen have agreed to sell, transfer, and convey substantially all of the assets of the Business to the Buyer for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000) (the "Transaction"), subject to the terms and conditions set forth therein;
WHEREAS, Ridgeline Consumer Partners LLC is the operating platform of Summit Grove Capital Partners Fund III, L.P., a $1.4 billion mid-market private equity fund managed by Summit Grove Capital Partners LLC, with its principal office at 1700 Lincoln Street, Suite 4800, Denver, CO 80203, and the Transaction represents a strategic acquisition by Buyer in the natural and organic grocery retail sector;
WHEREAS, as a condition to Buyer's obligation to consummate the closing under the APA, and as a material inducement to Buyer to enter into the APA and consummate the Transaction, Cascade has agreed to enter into this Non-Competition and Non-Solicitation Agreement, and Buyer would not have entered into the APA or agreed to consummate the Transaction without Cascade's execution and delivery of this Agreement;
WHEREAS, Cascade acknowledges that the restrictive covenants set forth herein are a material inducement to Buyer to enter into the APA and consummate the Transaction, and that the purchase price of $25,000,000 reflects, in part, the value attributed by Buyer to such covenants and the protections afforded thereunder;
WHEREAS, Cascade possesses detailed knowledge of the Business, including its trade secrets, customer relationships, vendor relationships (including, without limitation, relationships with Clearfield Organics Distribution Co. and Northstar Foods Co. LLC, among other key suppliers), proprietary information, intellectual property (including the trademarks EVERGREEN MARKET, U.S. Registration No. 5,284,331, and EVERGREEN NATURALS, U.S. Registration No. 5,612,074), and employee relationships, all of which would provide a significant competitive advantage to Cascade or any third party if exploited during the Restricted Period in competition with the Business as acquired by Buyer; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the APA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the consummation of the Transaction, the purchase price paid by Buyer under the APA, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of fifty percent (50%) or more of the voting securities or other equity interests of such person or entity, by contract, or otherwise. Notwithstanding the foregoing, following the Closing Date, neither EverGreen Market Co. LLC nor any successor entity operating the Business shall be deemed an Affiliate of Cascade for purposes of this Agreement.
"APA" means the Asset Purchase Agreement, dated as of June 13, 2025, by and among Cascade Retail Holdings Inc., EverGreen Market Co. LLC, and Ridgeline Consumer Partners LLC, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Business" means the natural and organic specialty grocery retail business operated by EverGreen Market Co. LLC as of the Closing Date, consisting of thirty-four (34) grocery stores (twenty-two (22) located in the State of Oregon and twelve (12) located in Northern California) and one distribution center of approximately 48,000 square feet located at 19800 SW Cipole Road, Tualatin, OR 97062, together with all related operations, activities, and services, including purchasing, warehousing, distribution, marketing, merchandising, private label product development, customer loyalty programs, and all other functions incident to the operation of such business.
"Closing Date" means the date on which the closing of the Transaction occurs under and pursuant to the APA, which date is expected to be July 18, 2025.
"Competing Business" means the ownership, operation, management, or control of, or material participation in (whether as owner, partner, member, shareholder, investor, officer, director, employee, consultant, agent, representative, or otherwise), any business primarily engaged in the retail sale of natural, organic, or specialty grocery products through brick-and-mortar store locations within the Restricted Territory. For the avoidance of doubt, a "Competing Business" shall not include any of the following:
(a) Cascade's existing general retail operations, including all "Cascade Home & Goods" store locations and any other retail banners owned or operated by Cascade that are not primarily engaged in the retail sale of natural, organic, or specialty grocery products;
(b) Cascade's ecommerce operations, including the CascadeDirect.com platform and any successor platforms, regardless of whether grocery products (including natural, organic, or specialty grocery products) are sold or delivered through such platforms;
(c) any retail operations that sell grocery products merely as an ancillary or incidental product category (constituting less than fifteen percent (15%) of store-level revenue on an annualized basis) and that are not primarily focused on, marketed as, or branded as natural, organic, or specialty grocery stores; or
(d) any investment qualifying as a Passive Investment Exception (as defined below).
"Confidential Information" means all trade secrets, proprietary information, customer lists, customer purchasing data, vendor and supplier information (including pricing, terms, and rebate structures), pricing data, marketing strategies and plans, promotional calendars, store performance data, operational know-how, recipes and product formulations (including private label product specifications), employee information (including compensation, performance evaluations, and organizational charts), financial information, business plans, and other non-public business information relating specifically to the Business, in each case whether written, oral, electronic, or in any other form; provided, however, that "Confidential Information" shall not include any information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement or any other confidentiality obligation owed to Buyer; (ii) was known to Cascade prior to its acquisition of Pacific Provisions Group Inc. in 2019, as evidenced by contemporaneous written records; or (iii) is independently developed by Cascade after the Closing Date without reference to, reliance upon, or use of any Confidential Information.
"Non-Compete Period" or "Non-Compete Restricted Period" means the period commencing on the Closing Date and ending at 11:59 p.m. (Pacific Time) on the third (3rd) anniversary of the Closing Date (i.e., a period of three (3) years following the Closing Date), as such period may be extended pursuant to Section 5.2 hereof.
"Non-Solicitation Period" means the period commencing on the Closing Date and ending at 11:59 p.m. (Pacific Time) on the second (2nd) anniversary of the Closing Date (i.e., a period of two (2) years following the Closing Date), as such period may be extended pursuant to Section 5.2 hereof.
"Passive Investment Exception" means the ownership of not more than five percent (5%) of the outstanding equity securities of any entity whose equity securities are listed on a national securities exchange or quoted on an established over-the-counter market, provided that Cascade does not, directly or indirectly, participate in the management, operation, direction, or control of such entity's business within the Restricted Territory, and provided further that Cascade does not have the right to designate any member of the board of directors (or equivalent governing body) of such entity.
"Restricted Territory" means: (a) the State of Oregon; and (b) Northern California. For purposes of this Agreement, "Northern California" shall mean those counties in the State of California located north of and including the following counties: San Luis Obispo County, Kern County, and San Bernardino County (i.e., all California counties situated at or above approximately the 35th parallel north), which geographic area encompasses the market areas served by the Business's twelve (12) California store locations. The counties comprising Northern California for purposes of this Agreement include, without limitation, the following: Alameda, Alpine, Amador, Butte, Calaveras, Colusa, Contra Costa, Del Norte, El Dorado, Fresno, Glenn, Humboldt, Inyo, Kern, Kings, Lake, Lassen, Madera, Marin, Mariposa, Mendocino, Merced, Modoc, Mono, Monterey, Napa, Nevada, Placer, Plumas, Sacramento, San Benito, San Bernardino, San Francisco, San Joaquin, San Luis Obispo, San Mateo, Santa Clara, Santa Cruz, Shasta, Sierra, Siskiyou, Solano, Sonoma, Stanislaus, Sutter, Tehama, Trinity, Tulare, Tuolumne, Yolo, and Yuba.
"Transferred Employees" means those employees of the Business who accept offers of employment extended by Buyer (or its designee) and whose employment with Cascade and EverGreen is terminated effective immediately prior to the Closing Date, as contemplated by Section 7.4 of the APA. As of the date of this Agreement, approximately 1,850 employees (approximately 1,620 hourly employees and 230 salaried employees) are eligible to become Transferred Employees.
Section 1.2 — Other Definitional Provisions. Terms defined in the singular shall have a corresponding meaning when used in the plural and vice versa. References to any agreement, instrument, or document shall be deemed to refer to such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms. The words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement. All references to "Sections" and "Articles" refer to the corresponding Sections and Articles of this Agreement unless otherwise specified.
ARTICLE II — NON-COMPETITION COVENANT
Section 2.1 — Non-Competition. Cascade covenants and agrees that during the Non-Compete Period (commencing on the Closing Date and ending on the third (3rd) anniversary thereof), neither Cascade nor any of its Affiliates shall, directly or indirectly, for its own account or for the account of any other person or entity:
(a) engage in, own, operate, manage, control, or participate in any Competing Business within the Restricted Territory;
(b) consult with, render services for (whether as an employee, officer, director, agent, consultant, advisor, independent contractor, or otherwise), or provide operational, managerial, financial, strategic, or technical assistance to any person or entity engaged in a Competing Business within the Restricted Territory;
(c) finance, invest in (other than pursuant to the Passive Investment Exception), lend money to, guarantee the obligations of, or otherwise provide financial support or capital to any person or entity engaged in a Competing Business within the Restricted Territory; or
(d) form, establish, incorporate, organize, or launch any new business entity, venture, joint venture, partnership, or similar arrangement for the purpose of engaging in a Competing Business within the Restricted Territory.
For the avoidance of doubt, the non-competition covenant set forth in this Section 2.1 is limited to the operation of natural and organic specialty grocery stores and related distribution operations within the State of Oregon and Northern California, as such terms are defined herein. Nothing in this Agreement shall be construed to restrict Cascade's broader retail, ecommerce, home goods, consumer products, or other business activities, except to the extent such activities constitute or involve a Competing Business within the Restricted Territory during the Non-Compete Period.
Section 2.2 — Permitted Activities; Carve-Outs. Notwithstanding anything in Section 2.1 to the contrary, the following activities shall not constitute a breach of the non-competition covenant set forth herein and are expressly permitted:
(a) General Retail Operations. Cascade may continue to own, operate, expand, remodel, relocate, rebrand, and otherwise conduct its "Cascade Home & Goods" stores and any other retail banners owned or operated by Cascade or its Affiliates that are not primarily engaged in the retail sale of natural, organic, or specialty grocery products, even if such stores are located within the Restricted Territory. For the avoidance of doubt, the sale of grocery products (including natural, organic, or specialty grocery products) as an ancillary or incidental product category at such stores shall not constitute a Competing Business, provided that such grocery products constitute less than fifteen percent (15%) of store-level revenue on an annualized basis and the applicable store is not primarily focused on, marketed as, or branded as a natural, organic, or specialty grocery store. The fifteen percent (15%) threshold shall be measured based on gross revenue attributable to grocery products at each individual store location, as reflected in Cascade's internal reporting for the applicable twelve-month period.
(b) Ecommerce Operations. Cascade may continue to own, operate, expand, and develop its ecommerce platform CascadeDirect.com and any successor platforms, applications, or digital commerce channels, including the sale and delivery of grocery products (including natural, organic, or specialty grocery products) through such platforms, without any geographic limitation. The sale of grocery products through Cascade's ecommerce platforms shall not constitute a Competing Business, regardless of whether such products are delivered to customers located within the Restricted Territory.
(c) Passive Investments. Cascade may hold equity securities of any publicly traded entity engaged in a Competing Business, provided that Cascade's holdings do not exceed five percent (5%) of the outstanding equity securities of such entity and that Cascade does not otherwise participate in the management, operations, direction, or control of such entity's business within the Restricted Territory, all as more fully described in the definition of "Passive Investment Exception" set forth in Section 1.1.
(d) Acquisitions Outside the Restricted Territory. Cascade may acquire, invest in, merge with, or enter into joint ventures or partnerships with businesses that operate natural or organic grocery stores or related operations outside the Restricted Territory, even if such businesses maintain ancillary operations, supply chains, procurement arrangements, or administrative functions that touch or extend into the Restricted Territory, provided that Cascade does not, as a result of any such acquisition or investment, directly or indirectly operate, manage, or control brick-and-mortar natural, organic, or specialty grocery store locations within the Restricted Territory during the Non-Compete Period.
(e) Pre-Existing Contractual Obligations. Nothing in this Agreement shall require Cascade to breach, terminate, or otherwise fail to perform under any pre-existing contractual obligation entered into by Cascade or any of its Affiliates prior to the date of the APA (June 13, 2025), including any supply agreements, vendor agreements, lease agreements, franchise agreements, or other commercial arrangements, even if the performance of such obligations may involve activities within the Restricted Territory that would otherwise be restricted hereunder. Cascade shall provide Buyer with a list of any such pre-existing contractual obligations that may implicate the restrictions set forth in this Agreement within thirty (30) days following the Closing Date. Cascade shall not, however, amend, extend, renew, or replace any such pre-existing contractual obligation after the Closing Date in a manner that would expand Cascade's activities within the Restricted Territory in a way that would constitute a Competing Business.
Section 2.3 — Reasonableness of Restrictions. Cascade acknowledges and agrees that:
(a) the scope, duration, and geographic extent of the non-competition covenant set forth in this Article II are reasonable, necessary, and appropriate to protect Buyer's legitimate business interests, including the goodwill acquired as part of the Transaction (for which Buyer paid an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), implying an enterprise value-to-EBITDA multiple of approximately 3.05x), customer relationships, vendor and supplier relationships, trade secrets, proprietary information, and operational know-how of the Business;
(b) the Business's operations are concentrated in Oregon (twenty-two (22) stores) and Northern California (twelve (12) stores), and the Restricted Territory therefore corresponds directly to the Business's actual geographic footprint and the market areas in which the Business's customers, vendors, and suppliers are located;
(c) the three-year Non-Compete Period is reasonable given the nature of the Business, the competitive dynamics of the natural and organic grocery retail market in the Pacific Northwest and Northern California, the length of typical customer purchasing cycles and vendor contract terms in the natural and organic grocery industry, and the time reasonably necessary for Buyer to establish independent operations, integrate the Business, develop its own customer and vendor relationships, and realize the value of the goodwill for which it has paid;
(d) Cascade's extensive knowledge of the Business, its customers, vendors, employees, competitive strategies, pricing, and operational methods would provide Cascade with an unfair competitive advantage if Cascade were permitted to engage in a Competing Business within the Restricted Territory during the Non-Compete Period; and
(e) the restrictions contained in this Article II do not impose an undue hardship on Cascade, given that the Business has been classified as non-core to Cascade's strategic portfolio and that Cascade's primary business activities (general retail and ecommerce) are not restricted by this Agreement.
ARTICLE III — NON-SOLICITATION OF EMPLOYEES
Section 3.1 — Non-Solicitation Covenant. Cascade covenants and agrees that during the Non-Solicitation Period (commencing on the Closing Date and ending on the second (2nd) anniversary thereof), neither Cascade nor any of its Affiliates shall, directly or indirectly, for its own account or for the account of any other person or entity:
(a) solicit, recruit, hire, or attempt to solicit, recruit, or hire any Transferred Employee or any other individual who becomes an employee of Buyer or any of Buyer's Affiliates in connection with the operation of the Business after the Closing Date;
(b) encourage, induce, entice, or attempt to encourage, induce, or entice any such employee to leave, terminate, or otherwise cease his or her employment with Buyer or any of Buyer's Affiliates; or
(c) assist, facilitate, or cooperate with any third party in engaging in any of the activities described in clauses (a) or (b) above, including by providing contact information, referrals, recommendations, or introductions with respect to any such employee.
The foregoing non-solicitation covenant shall apply regardless of whether the applicable employee was solicited or recruited in connection with an opportunity within or outside the Restricted Territory, and regardless of the position, title, or level of such employee within the Business.
Section 3.2 — Exceptions to Non-Solicitation. Notwithstanding anything in Section 3.1 to the contrary, the non-solicitation covenant set forth therein shall not prohibit or restrict the following activities:
(a) General Advertising. Cascade may place general advertisements or postings for employment in newspapers, trade publications, industry journals, online job boards (including Indeed, Westmark Health IT, Penmark Technologies, and similar platforms), company career websites, social media platforms, or similar media of general circulation, provided that such advertisements or postings are not specifically directed at, targeted to, or designed to attract Transferred Employees or other employees of the Business. If a Transferred Employee or other employee of the Business responds to such a general advertisement or posting without any direct or indirect solicitation, encouragement, or inducement by Cascade or its Affiliates (including their recruiting personnel, hiring managers, or retained search firms), and Cascade subsequently hires such individual, Cascade shall not be deemed to have violated the non-solicitation covenant set forth in Section 3.1. The burden of demonstrating that a hire resulted from a general advertisement or posting (and not from direct or indirect solicitation) shall rest with Cascade.
(b) Unsolicited Applications. Cascade may consider and hire any Transferred Employee or other employee of the Business who contacts Cascade on his or her own initiative, without any direct or indirect solicitation, encouragement, or inducement by Cascade or its Affiliates, provided that such individual has not been employed by Buyer or any of Buyer's Affiliates for a period of at least six (6) months immediately prior to the date on which such individual first contacts Cascade regarding potential employment. For the avoidance of doubt, Cascade shall not be deemed to have solicited an individual solely by virtue of maintaining a general career page on its website or having previously employed such individual prior to the Closing Date.
(c) Terminated Employees. The non-solicitation covenant set forth in Section 3.1 shall not apply to any Transferred Employee or other employee of the Business whose employment with Buyer or any of Buyer's Affiliates has been terminated by Buyer or its Affiliates (whether with or without cause, voluntarily or involuntarily, by layoff, reduction in force, or otherwise) prior to the date on which Cascade first solicits, recruits, or hires (or attempts to solicit, recruit, or hire) such individual. Cascade may rely on a written or oral representation by the applicable individual that his or her employment with Buyer has been terminated, absent actual knowledge by Cascade to the contrary.
(d) Employees Who Declined Transfer. The non-solicitation covenant set forth in Section 3.1 shall not apply to any employee of the Business who was offered employment by Buyer in connection with the Transaction but declined such offer and therefore did not become a Transferred Employee. Such individuals shall remain free to seek and accept employment with Cascade or its Affiliates without restriction under this Agreement.
ARTICLE IV — CONFIDENTIALITY
Section 4.1 — Confidentiality Obligations. Cascade covenants and agrees that, during and after the Non-Compete Period, Cascade shall not, and shall cause its Affiliates and their respective officers, directors, employees, agents, and representatives not to, directly or indirectly:
(a) use any Confidential Information relating to the Business for any purpose whatsoever, including for the benefit of any Competing Business or any other third party;
(b) disclose, reveal, communicate, publish, disseminate, or otherwise make available to any third party (including any competitor of the Business) any Confidential Information relating to the Business; or
(c) remove, copy, reproduce, or retain any documents, files, records, data, or other materials containing or reflecting Confidential Information relating to the Business, except as expressly permitted herein.
Notwithstanding the foregoing, the confidentiality obligations set forth in this Section 4.1 shall not restrict Cascade from disclosing Confidential Information:
(i) to the extent required by applicable law, statute, rule, regulation, judicial or administrative order, or legal process (including any subpoena, civil investigative demand, or similar compulsory process), provided that Cascade shall, to the extent legally permitted and reasonably practicable, provide Buyer with prompt written notice of such required disclosure prior to making such disclosure, so that Buyer may seek a protective order, confidential treatment, or other appropriate remedy, and provided further that Cascade shall disclose only that portion of the Confidential Information that is legally required to be disclosed and shall use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such Confidential Information;
(ii) to the extent such information is or becomes publicly available through no fault of, or breach by, Cascade or its Affiliates;
(iii) to the extent such information was independently developed by Cascade or its Affiliates after the Closing Date without reference to, reliance upon, or use of any Confidential Information, as demonstrated by contemporaneous written records; or
(iv) to the extent Buyer provides its prior written consent to such use or disclosure.
Cascade shall use commercially reasonable efforts to ensure that its officers, directors, employees, agents, representatives, and Affiliates who have had access to Confidential Information comply with the confidentiality obligations set forth in this Section 4.1, and Cascade shall be responsible for any breach of such obligations by any such person or entity.
Section 4.2 — Return of Materials. To the extent that Cascade or any of its Affiliates retains any documents, files, records, data, electronic media, or other materials containing or reflecting Confidential Information relating to the Business following the Closing Date (other than (a) materials that Cascade is required to retain pursuant to applicable law, regulation, or any legal hold obligation, (b) materials reasonably necessary for Cascade to perform its obligations under the Transition Services Agreement between Cascade and Ridgeline dated as of the Closing Date, or (c) copies retained in automated backup systems or disaster recovery archives, provided that such copies are not accessed or used in violation of this Agreement), Cascade shall promptly return to Buyer or destroy (at Buyer's election) all such materials upon the earlier of (i) Buyer's written request therefor and (ii) the expiration of the Transition Services Agreement. Upon any destruction of Confidential Information pursuant to this Section 4.2, Cascade shall, upon Buyer's request, provide Buyer with a written certification executed by an authorized officer of Cascade confirming that all such materials have been destroyed in accordance with this Section 4.2. Cascade's document retention policies and legal hold obligations shall not be deemed to excuse Cascade from compliance with this Section 4.2, except to the extent that applicable law affirmatively requires Cascade to retain specific documents or records.
Section 4.3 — Survival. The confidentiality obligations set forth in this Article IV shall survive the expiration of the Non-Compete Period and the Non-Solicitation Period and shall continue in full force and effect for a period of five (5) years from the Closing Date, except with respect to trade secrets (as defined under the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836, and applicable state trade secret laws, including the Oregon Trade Secrets Act, ORS 646.461 et seq., and the California Uniform Trade Secrets Act, Cal. Civ. Code § 3426 et seq.), which shall be protected for so long as they qualify and remain as trade secrets under applicable law, regardless of the expiration of the five-year period.
ARTICLE V — REMEDIES
Section 5.1 — Irreparable Harm; Injunctive Relief. The Parties acknowledge and agree that the covenants and agreements set forth in Articles II, III, and IV of this Agreement are essential to the protection of Buyer's legitimate business interests and the value of the Business as acquired by Buyer pursuant to the APA. The Parties further acknowledge and agree that any breach or threatened breach of this Agreement by Cascade would cause immediate and irreparable harm to Buyer for which monetary damages alone would be inadequate and difficult to calculate. Accordingly, in the event of any actual or threatened breach of this Agreement by Cascade, Buyer shall be entitled, in addition to any other remedies available at law or in equity (including monetary damages), to seek and obtain:
(a) a temporary restraining order;
(b) a preliminary injunction;
(c) a permanent injunction; and
(d) specific performance or other equitable relief,
to enforce the provisions of this Agreement and to restrain Cascade from any actual or threatened breach hereof, in each case without the requirement of posting a bond or other security (or, if a bond or security is required by applicable law, then in the minimum amount permitted by such law) and without the necessity of proving actual damages or the inadequacy of monetary relief. Cascade hereby waives any defense to any application for injunctive relief or specific performance that monetary damages would be an adequate remedy for any breach of this Agreement. Nothing in this Section 5.1 shall be construed to limit or restrict Buyer's right to recover monetary damages (including consequential damages and lost profits) for any breach of this Agreement.
Section 5.2 — Extension of Restricted Periods. In the event of a breach by Cascade of any of the covenants set forth in Article II or Article III of this Agreement, the applicable Restricted Period (i.e., the Non-Compete Period with respect to a breach of Article II, or the Non-Solicitation Period with respect to a breach of Article III) shall be automatically extended, without the need for any court order or further agreement of the Parties, by a period of time equal to the duration of such breach, commencing from the date on which such breach first occurred and continuing until the date on which such breach is fully cured or permanently enjoined, so that Buyer shall receive the full benefit of the agreed-upon duration of restriction. For the avoidance of doubt, the extension provided for in this Section 5.2 shall be in addition to, and shall not limit, any other remedies available to Buyer under this Agreement, the APA, or applicable law.
Section 5.3 — Cumulative Remedies. The remedies set forth in this Article V are cumulative and are in addition to, and not in lieu of, any and all other rights and remedies available to Buyer under this Agreement, under the APA (including, without limitation, the indemnification provisions set forth in Article IX thereof), at law, in equity, or otherwise. No exercise or failure to exercise, and no delay in exercising, any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power.
ARTICLE VI — ENFORCEABILITY; SEVERABILITY; BLUE PENCIL
Section 6.1 — Severability. If any provision of this Agreement, or any part thereof, is held to be invalid, illegal, void, or unenforceable by any court of competent jurisdiction or any governmental authority, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions or parts of provisions of this Agreement, which shall remain in full force and effect and shall be construed and enforced as if such invalid, illegal, or unenforceable provision or part thereof had never been contained herein. The Parties intend that the covenants contained in this Agreement be construed as a series of separate and independent covenants, one for each county, city, state, and other relevant geographic area within the Restricted Territory, and one for each month of the applicable Restricted Period. If any covenant is held to be unreasonable or unenforceable in any particular jurisdiction or for any particular period, it shall not affect the enforceability of such covenant in any other jurisdiction or for any other period.
Section 6.2 — Blue-Pencil; Judicial Modification. If any court of competent jurisdiction determines that any covenant, restriction, or provision of this Agreement is excessive in duration, geographic scope, scope of activity, or any other respect, and is therefore unenforceable as written, then such court is hereby authorized, empowered, and directed to reform and modify such covenant, restriction, or provision to the minimum extent necessary to render it valid and enforceable to the maximum extent permitted by applicable law, and the Parties agree to be bound by such reformed or modified covenant, restriction, or provision as so determined by the court. The Parties intend that the covenants contained in this Agreement be enforced to the fullest extent permitted by law in each jurisdiction in which enforcement may be sought.
Without limiting the generality of the foregoing:
(a) if the three-year Non-Compete Period is deemed excessive in any jurisdiction, the court may reduce the Non-Compete Period to the longest period that is permissible and enforceable under the laws of such jurisdiction;
(b) if the Restricted Territory (the State of Oregon and Northern California, as defined herein) is deemed too broad in geographic scope, the court may limit the Restricted Territory to the narrowest geographic area that is enforceable under the laws of the applicable jurisdiction, which the Parties agree should include, at a minimum, those counties in which the Business's store locations are situated as of the Closing Date; and
(c) if the scope of activities constituting a "Competing Business" is deemed too expansive, the court may narrow the definition of Competing Business to the extent necessary to render the non-competition covenant enforceable, consistent with the Parties' intent to prohibit Cascade from operating natural and organic specialty grocery stores in direct competition with the Business within the Restricted Territory.
Section 6.3 — Acknowledgment of Reasonableness. Cascade represents, acknowledges, and agrees that:
(a) Cascade has had the opportunity to consult with independent legal counsel regarding its rights and obligations under this Agreement, and Cascade's General Counsel, Renata Saldívar, has reviewed this Agreement on behalf of Cascade and has advised Cascade regarding the legal effect of the restrictive covenants contained herein;
(b) Cascade is a sophisticated commercial entity with substantial experience in mergers and acquisitions, divestitures, and related transactions, and is fully capable of understanding and evaluating the scope and implications of the restrictive covenants set forth in this Agreement;
(c) the restrictions contained in this Agreement are reasonable, necessary, and appropriate for the protection of Buyer's legitimate business interests, including the goodwill, customer relationships, vendor relationships, trade secrets, proprietary information, and going-concern value of the Business;
(d) Cascade has received adequate and sufficient consideration for the restrictive covenants set forth herein, which consideration includes, among other things, a portion of the aggregate purchase price of $25,000,000 paid by Buyer under the APA;
(e) the restrictive covenants set forth herein do not impose an undue hardship on Cascade or unreasonably restrict Cascade's ability to conduct its primary business activities; and
(f) Buyer would not have entered into the APA or consummated the Transaction without Cascade's execution and delivery of this Agreement, and Cascade's entry into this Agreement is a material condition to the closing of the Transaction under the APA.
ARTICLE VII — REPRESENTATIONS AND WARRANTIES
Section 7.1 — Representations and Warranties of Cascade. Cascade hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:
(a) Organization and Good Standing. Cascade Retail Holdings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.
(b) Authority; Due Authorization. Cascade has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Cascade have been duly authorized by all necessary corporate action on the part of Cascade, including approval by the Board of Directors of Cascade Retail Holdings Inc. at a duly convened meeting thereof (or by unanimous written consent in lieu thereof). No other corporate proceedings on the part of Cascade are necessary to authorize the execution, delivery, and performance of this Agreement.
(c) Binding Obligation. This Agreement has been duly executed and delivered by Cascade and constitutes the valid and binding obligation of Cascade, enforceable against Cascade in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) No Conflicts. The execution, delivery, and performance of this Agreement by Cascade do not and will not: (i) conflict with, violate, or result in a breach of Cascade's certificate of incorporation (as amended and/or restated) or bylaws (as amended and/or restated); (ii) conflict with, violate, result in a breach of, or constitute a default under (with or without the giving of notice or the lapse of time, or both) any material agreement, contract, instrument, license, permit, or other arrangement to which Cascade is a party or by which Cascade or any of its properties or assets is bound; or (iii) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental authority applicable to Cascade or any of its properties or assets.
Section 7.2 — Representations and Warranties of Buyer. Buyer hereby represents and warrants to Cascade as of the date hereof and as of the Closing Date as follows:
(a) Organization and Good Standing. Ridgeline Consumer Partners LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.
(b) Authority; Due Authorization. Buyer has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary limited liability company action on the part of Buyer. No other proceedings on the part of Buyer are necessary to authorize the execution, delivery, and performance of this Agreement.
(c) Binding Obligation. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
ARTICLE VIII — GENERAL PROVISIONS
Section 8.1 — Term. This Agreement shall become effective as of the Closing Date and shall remain in full force and effect until the latest of the following dates: (a) the expiration of the Non-Compete Period (three (3) years following the Closing Date), as such period may be extended pursuant to Section 5.2; (b) the expiration of the Non-Solicitation Period (two (2) years following the Closing Date), as such period may be extended pursuant to Section 5.2; and (c) the expiration of the confidentiality obligations set forth in Article IV (five (5) years following the Closing Date, or, in the case of trade secrets, for so long as such trade secrets remain protectable under applicable law). Notwithstanding the foregoing, the provisions of Article V (Remedies), Article VI (Enforceability; Severability; Blue Pencil), Article VII (Representations and Warranties), and this Article VIII (General Provisions) shall survive the expiration or earlier termination of this Agreement and shall continue in full force and effect without limitation as to time, except as otherwise expressly provided herein.
Section 8.2 — Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision, rule, or principle (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Notwithstanding the foregoing, the enforceability of the restrictive covenants contained in Articles II, III, and IV of this Agreement shall be determined under the laws of the State of Delaware, and the Parties acknowledge and agree that the State of Delaware has a substantial relationship to the Parties and the Transaction and that the application of Delaware law is reasonable.
Section 8.3 — Jurisdiction; Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, the Superior Court of the State of Delaware, or, if neither state court accepts jurisdiction, the United States District Court for the District of Delaware) for any action, suit, proceeding, claim, or dispute arising out of or relating to this Agreement or the transactions contemplated hereby, including any action to enforce or interpret the provisions hereof, and each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law:
(a) any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court;
(b) any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum; and
(c) any right to remove or transfer any such action, suit, or proceeding to any other court or forum.
Each Party agrees that service of process may be made upon it in any manner permitted by the laws of the State of Delaware and agrees that service of process in any such action, suit, or proceeding may be effected by means of registered or certified mail (or any substantially similar form of mail), postage prepaid, directed to such Party at its address set forth in Section 8.5 hereof, or at such other address as such Party shall have furnished in writing to the other Party in accordance with Section 8.5.
Section 8.4 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.4.
Section 8.5 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon delivery, if delivered personally (including by courier service); (b) on the first (1st) Business Day following the date of dispatch, if sent by a nationally recognized overnight courier service (such as Severin Partners LLC, UPS, or Tarrant & Co.), with delivery confirmed; or (c) upon confirmation of receipt by the intended recipient (including by email read receipt, reply email, or other written acknowledgment), if sent by email, provided that a copy is also sent within one (1) Business Day by nationally recognized overnight courier service. All notices shall be addressed as follows (or to such other address as the applicable Party may designate in writing in accordance with this Section 8.5):
If to Cascade:
Cascade Retail Holdings Inc. 4200 Elliott Avenue West, Suite 1500 Seattle, WA 98119
Attention: Renata Saldívar, General Counsel
Email: r.saldivar@cascadeholdings.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1301 Second Avenue, Suite 3400 Seattle, WA 98101
Attention: Sandra Tung
Email: stung@calderwoodharkness.com
If to Buyer:
Ridgeline Consumer Partners LLC 900 SW Fifth Avenue, Suite 2600 Portland, OR 97204
Attention: Thomas Weatherford, Managing Partner
Email: t.weatherford@ridgelineconsumer.com
with a copy (which shall not constitute notice) to:
Holloway Breck & Associates LLP 1801 California Street, Suite 3100 Denver, CO 80202
Attention: Nathan Ostroff
Email: nostroff@hollowaybreck.com
Section 8.6 — Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Cascade may not assign this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Buyer, and any purported assignment by Cascade without such consent shall be null and void and of no force or effect. Buyer may assign this Agreement, in whole or in part, to (a) any Affiliate of Buyer, (b) any successor to all or substantially all of the assets of the Business (whether by merger, consolidation, sale of assets, or otherwise), or (c) any lender or group of lenders providing financing to Buyer or its Affiliates in connection with the Transaction, in each case without the prior written consent of Cascade, provided that no such assignment shall relieve Buyer of its obligations hereunder unless the assignee expressly assumes all of Buyer's obligations under this Agreement in a written instrument delivered to Cascade.
Section 8.7 — Entire Agreement. This Agreement, together with the APA and the other ancillary agreements and documents referenced therein or delivered in connection therewith (including, without limitation, the Escrow Agreement, the Transition Services Agreement, the Bill of Sale, the Assignment and Assumption Agreement, and the Trademark Assignment Agreement), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether oral or written, between the Parties relating to the subject matter hereof. No Party shall be bound by, and each Party hereby expressly disclaims reliance upon, any statement, representation, warranty, or agreement not expressly set forth in this Agreement or the APA.
Section 8.8 — Amendments and Waivers. This Agreement may not be amended, modified, restated, or supplemented except by a written instrument duly executed by both Parties. No waiver by either Party of any breach, default, or violation of this Agreement shall be deemed a waiver of any other or subsequent breach, default, or violation, whether of the same or a different provision, nor shall any delay or omission by either Party in exercising any right, power, or privilege under this Agreement operate as a waiver thereof. No single or partial exercise of any right, power, or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege available to such Party under this Agreement, at law, in equity, or otherwise. Any waiver must be in writing and signed by the waiving Party to be effective.
Section 8.9 — No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement. Without limiting the foregoing, no employee, vendor, supplier, customer, or other person or entity shall be deemed a third-party beneficiary of this Agreement.
Section 8.10 — Interpretation. The following rules of construction and interpretation shall apply to this Agreement:
(a) The headings and captions of the Articles and Sections of this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement.
(b) The word "including" (and words of similar import, such as "include" and "includes") shall mean "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
(c) References to "days" shall mean calendar days unless "Business Days" are expressly specified.
(d) The use of the singular shall include the plural, and the use of the plural shall include the singular, in each case as the context may require.
(e) The use of the masculine gender shall include the feminine and neuter genders, and the use of the feminine gender shall include the masculine and neuter genders, in each case as the context may require.
(f) References to any statute, law, rule, or regulation shall include all amendments thereto and all successor statutes, laws, rules, and regulations.
(g) References to "dollars" or "$" shall mean lawful money of the United States of America.
(h) No presumption shall apply in favor of or against any Party in the interpretation or construction of this Agreement by reason of any Party having drafted or caused to be drafted any provision hereof. Each Party acknowledges that it has been represented by counsel in the negotiation and drafting of this Agreement.
(i) The word "or" is not exclusive (i.e., "or" means "and/or").
(j) The terms "herein," "hereof," "hereunder," "hereby," and words of similar import refer to this Agreement as a whole and not to any particular provision hereof.
Section 8.11 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic transmission (including by means of Brightwater Software, Ashford Health IT, or any other electronic signature platform compliant with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA)) shall be effective as delivery of a manually executed counterpart and shall be deemed an original signature for all purposes.
Section 8.12 — Relationship to APA. This Agreement is being executed and delivered by the Parties pursuant to, and in connection with, the APA and constitutes one of the "Ancillary Agreements" as defined in the APA. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the APA with respect to the restrictive covenants and obligations set forth herein (including the non-competition, non-solicitation, and confidentiality covenants), the terms and provisions of this Agreement shall control and govern. All indemnification obligations of the Parties relating to this Agreement, including with respect to any breach of the representations, warranties, covenants, or agreements contained herein, shall be governed exclusively by Article IX of the APA (Indemnification), subject to the limitations, caps, baskets, deductibles, and other provisions set forth therein, except that nothing in the APA shall limit Buyer's right to seek equitable relief (including injunctive relief and specific performance) pursuant to Article V of this Agreement.
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SIGNATURE PAGE TO NON-COMPETITION AND NON-SOLICITATION AGREEMENT
IN WITNESS WHEREOF, the Parties hereto have caused this Non-Competition and Non-Solicitation Agreement to be duly executed and delivered as of the date first written above.
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: James Yoon
Title: Senior Vice President, Corporate Development
Date: ________
RIDGELINE CONSUMER PARTNERS LLC
By: ________
Name: Thomas Weatherford
Title: Managing Partner
Date: ________
Prepared by Calderwood & Harkness LLP Matter No. 1038-00008 Sandra Tung, Responsible Partner Tiffany Rosenthal, Lead Associate

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

RECITALS

SIGNATURE PAGE TO NON-COMPETITION AND NON-SOLICITATION AGREEMENT

CASCADE RETAIL HOLDINGS INC.

RIDGELINE CONSUMER PARTNERS LLC

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