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TRADEMARK ASSIGNMENT AGREEMENT

by and between

CASCADE RETAIL HOLDINGS INC.

as Assignor

and

RIDGELINE CONSUMER PARTNERS LLC

as Assignee

Dated as of June 30, 2025

TRADEMARK ASSIGNMENT AGREEMENT

This TRADEMARK ASSIGNMENT AGREEMENT (this "Agreement") is made and entered into effective as of June 30, 2025 (the "Effective Date," which shall be the Closing Date as defined in the Purchase Agreement (as defined below)), by and between:

CASCADE RETAIL HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office located at 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119, and whose common stock is listed on the Nasdaq Stock Market under the ticker symbol "CRHI" (hereinafter referred to as "Assignor" 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 located at 900 SW Fifth Avenue, Suite 2600, Portland, Oregon 97204 (hereinafter referred to as "Assignee" or "Ridgeline").

Assignor and Assignee are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Cascade Retail Holdings Inc. is a Delaware corporation and the sole member of EverGreen Market Co. LLC, a Delaware limited liability company with its principal office at 1025 NW Lovejoy Street, Suite 300, Portland, Oregon 97209, which operates thirty-four (34) natural and organic grocery stores located across Oregon (twenty-two (22) stores) and Northern California (twelve (12) stores), together with one (1) approximately 48,000 square foot distribution center located in Tualatin, Oregon (collectively, the "Business");

WHEREAS, Assignor is the owner of all right, title, and interest in and to certain trademarks, service marks, trade names, domain names, social media accounts, and associated goodwill used in connection with the Business, as more particularly described herein and on the Schedules attached hereto (collectively, the "Assigned intellectual Property");

WHEREAS, Assignor, EverGreen Market Co. LLC, and Assignee are parties to that certain Asset Purchase Agreement dated as of June 13, 2025 (the "Purchase Agreement"), pursuant to which Assignor and EverGreen Market Co. LLC have agreed to sell, assign, transfer, convey, and deliver to Assignee substantially all of the assets used in or relating to the EverGreen Market business for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), subject to the terms and conditions set forth therein;

WHEREAS, this Agreement is executed and delivered pursuant to, and as a closing deliverable required by, Section 3.2(a)(vi) of the Purchase Agreement, and is intended to effectuate the transfer of the Assigned intellectual Property as part of the Purchased Assets (as defined in the Purchase Agreement) contemplated thereby; and

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

Section 1.1 — Definitions

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

"Assigned Domain Names" means the Internet domain names evergreenmarket.com and evergreenmarketco.com, together with all registrations, renewals, extensions, and associated rights thereto, including all registrar account information, administrative access credentials, DNS configurations, and any and all rights arising under or in connection with such domain name registrations.

"Assigned Marks" means the trademarks and service marks listed on Schedule A attached hereto, including without limitation the following:

(a) EVERGREEN MARKET — United States Trademark Registration No. 5,284,331, registered June 12, 2018, with the United States Patent and Trademark Office; and

(b) EVERGREEN NATURALS — United States Trademark Registration No. 5,612,074, registered September 3, 2019, with the United States Patent and Trademark Office;

together, in each case, with all goodwill of the Business symbolized by or associated with such marks, all logos, design elements, stylizations, and trade dress associated therewith, and all common law rights in and to such marks throughout the United States and its territories and possessions.

"Assigned Social Media Accounts" means all social media accounts, handles, pages, profiles, channels, and associated content used exclusively in connection with the EverGreen Market brand on all social media and digital platforms, as more particularly identified on Schedule B attached hereto.

"Assigned intellectual Property" means, collectively, the Assigned Marks, the Assigned Domain Names, the Assigned Social Media Accounts, and all Related Rights.

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

"Related Rights" means, with respect to the Assigned Marks, the Assigned Domain Names, and the Assigned Social Media Accounts, all of the following rights:

(a) all common law trademark and service mark rights in and to the Assigned Marks, whether or not registered, throughout the United States and its territories and possessions;

(b) all trade dress rights associated with the EverGreen Market brand and the EverGreen Naturals product line, including product packaging, store trade dress, signage, and point-of-sale display elements;

(c) all private-label brand names, sub-brands, and product line names associated with the EverGreen Naturals line and any other product lines sold exclusively under the EverGreen Market brand;

(d) all applications for registration of any of the Assigned Marks, whether pending or to be filed in the future, in the United States or any foreign jurisdiction;

(e) all renewals, extensions, continuations, and reissues of the registrations comprising the Assigned Marks;

(f) all rights to sue for and recover damages, profits, injunctive relief, or other remedies for past, present, and future infringement, dilution, unfair competition, misappropriation, or other violation of rights in any of the Assigned Marks, the Assigned Domain Names, or any other component of the Assigned intellectual Property, including all rights to collect royalties, damages, and payments with respect thereto;

(g) all rights of priority and protection of interests in the Assigned Marks under applicable trademark, unfair competition, and other laws; and

(h) all other rights of every kind and nature throughout the world in and to the Assigned Marks, the Assigned Domain Names, and the Assigned Social Media Accounts, howsoever arising, whether now known or hereafter discovered or developed.

"USPTO" means the United States Patent and Trademark Office, or any successor agency thereto.

Section 1.2 — Rules of Construction

The rules of construction and interpretation set forth in Section 1.2 of the Purchase Agreement are hereby incorporated by reference and shall apply to this Agreement, mutatis mutandis, as if fully set forth herein. Without limiting the generality of the foregoing, all capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. In the event of any inconsistency between a definition set forth in this Agreement and a definition set forth in the Purchase Agreement, the definition set forth in the Purchase Agreement shall control unless the context clearly requires otherwise.

ARTICLE 2 — ASSIGNMENT

Section 2.1 — Assignment of Trademarks

Effective as of the Effective Date, and subject to the terms and conditions of the Purchase Agreement and this Agreement, Assignor hereby irrevocably and unconditionally assigns, transfers, conveys, and sets over to Assignee, its successors, and assigns, forever, all of Assignor's right, title, and interest in and to the Assigned Marks, including without limitation:

(a) the trademark EVERGREEN MARKET, United States Trademark Registration No. 5,284,331, registered June 12, 2018, with the USPTO, together with all goods and services identified in such registration;

(b) the trademark EVERGREEN NATURALS, United States Trademark Registration No. 5,612,074, registered September 3, 2019, with the USPTO, together with all goods and services identified in such registration;

(d) all rights to recover damages, profits, and other remedies for past infringement, dilution, or misappropriation of any of the Assigned Marks, including all rights accruing prior to the Effective Date; and

(e) all common law trademark and service mark rights associated with the Assigned Marks throughout the United States and its territories and possessions, whether or not registered.

The foregoing assignment is absolute and unconditional and shall not be subject to any reservation, limitation, or restriction of any kind, except as expressly set forth herein or in the Purchase Agreement.

Section 2.2 — Assignment of Goodwill

The assignment effected pursuant to Section 2.1 includes, and is intended to include, all goodwill of the Business symbolized by, represented by, or associated with the Assigned Marks, in accordance with Section 10 of the Trademark Act of 1946, as amended (the Lanham Act), 15 U.S.C. § 1060. The Parties acknowledge and agree that the Assigned Marks are being transferred together with the ongoing EverGreen Market business, and with the Business as a going concern, to which the goodwill of such marks pertains. Accordingly, the Parties intend that the assignment of the Assigned Marks, together with the goodwill associated therewith, shall constitute a valid and effective assignment under 15 U.S.C. § 1060 and applicable common law, and shall not constitute an assignment in gross or be otherwise invalid or unenforceable by reason of any failure to transfer the goodwill associated with the Assigned Marks.

Section 2.3 — Assignment of Domain Names

(a) the domain name evergreenmarket.com;

(b) the domain name evergreenmarketco.com;

(c) all registrar accounts, administrative access credentials, passwords, transfer authorization codes, and DNS configurations associated with the Assigned Domain Names; and

(d) all rights arising under or in connection with the registration of the Assigned Domain Names, including all rights under the Uniform Domain-Name Dispute-Resolution Policy (UDRP) adopted by the Internet Corporation for Assigned Names and Numbers (ICANN) and any applicable registrar policies.

Assignor shall initiate, and shall cooperate fully with Assignee in effectuating, the transfer of registrar account control and administrative access for each of the Assigned Domain Names to Assignee or Assignee's designee within ten (10) business days following the Effective Date. During the period between the Effective Date and the completion of such transfer, Assignor shall not modify, delete, redirect, or otherwise alter any DNS records, website content, or registrar settings associated with the Assigned Domain Names without the prior written consent of Assignee, and shall not allow any of the Assigned Domain Names to expire or lapse.

Section 2.4 — Assignment of Social Media Accounts

Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, conveys, and sets over to Assignee, its successors, and assigns, forever, all of Assignor's right, title, and interest in and to the Assigned Social Media Accounts listed on Schedule B attached hereto, including all content, followers, analytics data, advertising accounts, and other assets associated therewith, to the extent transferable under the applicable platform's terms of service.

Assignor shall transfer administrative access and full operational control of all Assigned Social Media Accounts to Assignee or Assignee's designee within ten (10) business days following the Effective Date. Such transfer shall include the provision of all usernames, passwords, authentication tokens, two-factor authentication recovery codes, and any other credentials necessary for Assignee to exercise full administrative control over each Assigned Social Media Account.

Promptly upon completion of the transfer of administrative access, and in any event within five (5) business days thereafter, Assignor shall cause all Cascade-affiliated personnel, officers, directors, employees, contractors, and agents to be removed as administrators, managers, editors, or other authorized users of the Assigned Social Media Accounts. Assignor shall not, and shall cause its affiliates not to, access, modify, post to, or otherwise use any Assigned Social Media Account following the completion of such transfer without the prior written consent of Assignee.

Section 2.5 — Related Rights

The assignments effected pursuant to this Article 2 encompass all Related Rights, including without limitation:

(a) all rights to sue for and recover damages, profits, injunctive relief, attorneys' fees, and other remedies for past, present, and future infringement, dilution, unfair competition, misappropriation, or other violation of rights in any of the Assigned Marks, the Assigned Domain Names, or any other component of the Assigned intellectual Property, whether such claims arose, arise, or may arise before, on, or after the Effective Date;

(b) all rights in pending applications for registration of any of the Assigned Marks with the USPTO or any state or foreign trademark registry, if any;

(c) all trade dress rights associated with the EverGreen Market brand, including the distinctive green and white color scheme, leaf logo design, store layout elements, signage design, and packaging design associated with the EverGreen Naturals private-label product line;

(d) all private-label brand rights associated with the EverGreen Naturals line, including all rights in and to private-label product names, formulations (to the extent constituting intellectual property), and packaging designs; and

(e) all other intellectual property rights of any kind associated with or arising from the Assigned intellectual Property, whether now existing or hereafter arising, throughout the world.

ARTICLE 3 — EXCLUDED INTELLECTUAL PROPERTY

Section 3.1 — Retained Marks

For the avoidance of doubt, and notwithstanding anything to the contrary contained in this Agreement, Assignor retains all right, title, and interest in and to the following intellectual property, which is expressly excluded from the Assigned intellectual Property and is not assigned, transferred, or conveyed to Assignee pursuant to this Agreement:

(a) the "Cascade" trade name, trademark, and service mark, and all variations thereof;

(b) the "Cascade Retail Holdings" trade name, trademark, and service mark, and all variations thereof;

(c) the "Cascade Home & Goods" brand, including all trademarks, service marks, domain names, and social media accounts associated therewith;

(d) the "CascadeDirect.com" brand, including the domain name CascadeDirect.com and all trademarks, service marks, and social media accounts associated therewith;

(e) all other trademarks, service marks, trade names, domain names, social media accounts, and other intellectual property owned by Assignor or any of its affiliates (other than EverGreen Market Co. LLC) that are not specifically included in the definition of Assigned intellectual Property; and

(f) all intellectual property constituting Excluded Assets as defined in Section 2.3 of the Purchase Agreement.

Assignee acknowledges and agrees that it acquires no rights whatsoever in or to any of the foregoing retained intellectual property, and Assignee shall not use, register, or apply to register any mark, trade name, or domain name that is identical or confusingly similar to any of the retained marks identified in this Section 3.1. The exclusions set forth in this Section 3.1 are consistent with, and are intended to correspond to, the Excluded Assets as defined in the Purchase Agreement.

ARTICLE 4 — RECORDATION AND FURTHER ASSURANCES

Section 4.1 — USPTO Recordation

Assignee shall have the right, at Assignee's sole cost and expense, to record this Agreement (or a short-form version hereof suitable for recordation) with the Assignment Recordation Branch of the USPTO, in order to reflect the assignment of the Assigned Marks on the records of the USPTO. Assignor hereby consents to such recordation and agrees to cooperate with Assignee in connection therewith.

Without limiting the foregoing, Assignor shall, at Assignee's reasonable request and at Assignee's expense, promptly execute and deliver such additional instruments, including without limitation any short-form trademark assignment, confirmatory assignment, or declaration, as may be reasonably necessary or desirable to record the assignment of the Assigned Marks with the USPTO. Assignor shall cooperate with Assignee in the preparation and execution of any documents required by the USPTO, including without limitation USPTO Form PTO-1594 (or any successor or equivalent form), declarations, and any other filings necessary to effect recordation of the assignment of each of the Assigned Marks.

Assignor further agrees to cooperate with Assignee in the preparation, execution, and filing of any documents necessary to record the assignment of the Assigned Marks with any state trademark registry or any foreign trademark registry, to the extent applicable, at Assignee's reasonable request and at Assignee's sole cost and expense.

Section 4.2 — Domain Name Transfer Cooperation

Assignor shall promptly execute, deliver, and provide any and all transfer authorization codes, registrar transfer request forms, ICANN-required transfer documentation, written authorizations, and any other instruments or approvals necessary to effectuate the complete and unrestricted transfer of the Assigned Domain Names to Assignee's designated registrar account. Assignor shall not place, or permit to be placed, any transfer lock, registrar lock, or other impediment on any of the Assigned Domain Names that would delay, hinder, or prevent the transfer of such domain names to Assignee. In the event that any registrar requires a waiting period, verification step, or other procedural requirement in connection with the transfer of any Assigned Domain Name, Assignor shall promptly take all actions within its control to satisfy such requirements and minimize any delay in completing the transfer.

Section 4.3 — General Further Assurances

Each Party shall, at the reasonable request and sole expense of the requesting Party, execute and deliver such further instruments and documents and take such further actions as may be reasonably necessary or desirable to carry out the intent and purposes of this Agreement and to vest in Assignee full, legal, and beneficial ownership of the Assigned intellectual Property. Without limiting the generality of the foregoing, such cooperation shall include:

(a) the execution and delivery of confirmatory assignments, powers of attorney, declarations, and other instruments necessary or useful for the filing, prosecution, maintenance, enforcement, or defense of the Assigned Marks in any jurisdiction;

(b) cooperation with the filing or recording of the assignment contemplated hereby with any state, federal, or foreign trademark or intellectual property registry;

(c) the execution and delivery of confirmatory assignments if needed in connection with enforcement proceedings, litigation, or administrative actions relating to any of the Assigned intellectual Property; and

(d) the provision of testimony, declarations, or other evidence as may be reasonably necessary in connection with any proceeding relating to the Assigned intellectual Property.

The obligations set forth in this Section 4.3 shall survive the Effective Date and shall remain in effect for a period of five (5) years following the Effective Date.

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor hereby represents and warrants to Assignee as follows:

Section 5.1 — Organization and Authority

Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assignor have been duly authorized by all necessary corporate action on the part of Assignor, and no other corporate proceedings on the part of Assignor or its stockholders are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Assignor and, assuming due authorization, execution, and delivery by Assignee, constitutes a legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 5.2 — Ownership

Assignor is the sole and exclusive owner of the entire right, title, and interest in and to the Assigned Marks, the Assigned Domain Names, and the Assigned Social Media Accounts, free and clear of all liens, encumbrances, pledges, security interests, charges, claims, restrictions, options, preemptive rights, mortgages, hypothecations, and other adverse claims of any kind or nature whatsoever, except as may be disclosed in the Seller Disclosure Schedules delivered to Assignee in connection with the Purchase Agreement. The Assigned Marks are subsisting registrations with the USPTO and are, to Assignor's knowledge, valid and enforceable. No other person or entity has any right, title, interest, lien, or encumbrance in or to any of the Assigned intellectual Property, except as may be disclosed in the Seller Disclosure Schedules to the Purchase Agreement. Assignor has not previously assigned, transferred, licensed (other than licenses that will terminate at or prior to the Effective Date), pledged, encumbered, or otherwise disposed of any of the Assigned intellectual Property, and no other person or entity has been granted any right or license to use any of the Assigned Marks except in connection with the operation of the Business by EverGreen Market Co. LLC.

Section 5.3 — No Conflicts

The execution, delivery, and performance of this Agreement by Assignor, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with, violate, or result in a breach of any provision of Assignor's certificate of incorporation or bylaws; (b) conflict with, violate, or result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or other right under, any agreement, contract, license, instrument, obligation, or other arrangement to which Assignor is a party or by which Assignor or any of the Assigned intellectual Property is bound; or (c) violate or conflict with any statute, law, ordinance, rule, regulation, order, judgment, injunction, decree, or other legal requirement applicable to Assignor or any of the Assigned intellectual Property.

Section 5.4 — Registrations

Schedule A attached hereto sets forth a true, correct, and complete list of all registered trademarks and service marks comprising the Assigned Marks, including the mark, registration number, registration date, registering office, goods and services covered, and current status of each such registration. All maintenance filings, renewal filings, affidavits of use and incontestability (including filings under Sections 8 and 15 of the Lanham Act, 15 U.S.C. §§ 1058 and 1065), declarations of continued use, specimens of use, and similar filings required to maintain the Assigned Marks in full force and effect have been duly and timely filed with the USPTO. To Assignor's knowledge, no cancellation proceedings, opposition proceedings, or other adversarial proceedings are pending or threatened with respect to any of the Assigned Marks before the USPTO, the Trademark Trial and Appeal Board, or any court of competent jurisdiction.

Section 5.5 — Cross-Reference to Purchase Agreement

The representations and warranties set forth in this Article 5 are in addition to, and do not limit, replace, or supersede, the representations and warranties of Assignor set forth in the Purchase Agreement, including without limitation those representations and warranties relating to intellectual property contained in Section 4.13 of the Purchase Agreement. In the event of any conflict or inconsistency between any representation or warranty set forth in this Article 5 and any representation or warranty set forth in the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control and govern.

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee hereby represents and warrants to Assignor as follows:

Section 6.1 — Organization and Authority

Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignee has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assignee have been duly authorized by all necessary limited liability company action on the part of Assignee. This Agreement has been duly executed and delivered by Assignee and, assuming due authorization, execution, and delivery by Assignor, constitutes a legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 6.2 — No Conflicts

The execution, delivery, and performance of this Agreement by Assignee, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with, violate, or result in a breach of any provision of Assignee's certificate of formation or limited liability company agreement; (b) conflict with, violate, or result in a breach of, or constitute a default under, any agreement, contract, instrument, obligation, or other arrangement to which Assignee is a party or by which Assignee is bound; or (c) violate or conflict with any statute, law, ordinance, rule, regulation, order, judgment, injunction, decree, or other legal requirement applicable to Assignee.

ARTICLE 7 — RELATIONSHIP TO PURCHASE AGREEMENT

Section 7.1 — Subject to Purchase Agreement

This Agreement is entered into pursuant to, and is subject to the terms and conditions of, the Purchase Agreement. This Agreement is a closing deliverable under the Purchase Agreement and is intended to supplement and implement the transactions contemplated thereby. Nothing in this Agreement shall be deemed to modify, amend, supplement, or supersede any provision of the Purchase Agreement or any other ancillary agreement entered into in connection therewith. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall govern and control in all respects.

Section 7.2 — Indemnification

The indemnification provisions set forth in Article 9 of the Purchase Agreement shall apply to any breach of the representations, warranties, covenants, and agreements contained in this Agreement, as though such representations, warranties, covenants, and agreements were set forth in the Purchase Agreement. Without limiting the foregoing, the following limitations and qualifications set forth in the Purchase Agreement shall apply to any indemnification claim arising out of or relating to this Agreement:

(a) the aggregate indemnification cap of Two Million Five Hundred Thousand Dollars ($2,500,000) applicable to Seller's general indemnification obligations under Section 9.4(a) of the Purchase Agreement;

(b) the tipping basket threshold of Three Hundred Seventy-Five Thousand Dollars ($375,000) set forth in Section 9.4(b) of the Purchase Agreement, pursuant to which no indemnification obligation shall arise unless and until the aggregate amount of Losses exceeds such threshold, at which point indemnification shall be available from the first dollar of Losses;

(c) the per-claim mini-basket of Twenty-Five Thousand Dollars ($25,000) set forth in Section 9.4(c) of the Purchase Agreement, pursuant to which individual claims involving Losses of less than such amount shall not be counted toward the tipping basket; and

(d) the eighteen (18)-month survival period applicable to general representations and warranties as set forth in Section 9.1 of the Purchase Agreement.

No separate or additional indemnification obligations are created by this Agreement. This Agreement does not expand, supplement, or otherwise modify the scope, duration, or limitations of the indemnification obligations set forth in the Purchase Agreement. For the avoidance of doubt, any Losses arising out of or relating to a breach of any representation, warranty, covenant, or agreement contained in this Agreement shall be subject to, and count against, the same caps, baskets, and limitations applicable under the Purchase Agreement as if such representations, warranties, covenants, and agreements were contained therein.

Section 7.3 — No Separate Consideration

The assignment of the Assigned intellectual Property effected hereby is made as part of, and in consideration of, the aggregate purchase price payable under the Purchase Agreement in the amount of Twenty-Five Million Dollars ($25,000,000). No separate, additional, or independent consideration is payable by Assignee to Assignor in respect of the assignment effected hereby, and no allocation of any portion of the aggregate purchase price to the Assigned intellectual Property is made by this Agreement. Any allocation of the aggregate purchase price among the Purchased Assets, including the Assigned intellectual Property, shall be determined in accordance with Section 2.7 of the Purchase Agreement and the allocation schedule to be agreed upon by the Parties thereunder.

ARTICLE 8 — MISCELLANEOUS PROVISIONS

Section 8.1 — Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice 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.

Section 8.2 — Entire Agreement

This Agreement, together with the Purchase Agreement and the other ancillary agreements, instruments, schedules, and exhibits contemplated thereby (including the Transition Services Agreement, the Bill of Sale, and the Assignment and Assumption Agreement), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether oral or written) relating to the subject matter hereof. No Party shall be bound by, or be liable for, any alleged representation, promise, inducement, or statement of intention not contained in this Agreement or the Purchase Agreement.

Section 8.3 — Amendment and Waiver

This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided by law.

Section 8.4 — Successors and Assigns

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party; provided, however, that Assignee may assign its rights and obligations under this Agreement, in whole or in part, to any affiliate of Assignee or to any successor-in-interest to all or substantially all of the assets of the EverGreen Market business, without the prior consent of Assignor.

Section 8.5 — Severability

If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, void, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 8.6 — Counterparts and Electronic Execution

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any electronic signature platform (including Brightwater Software, Ashford Health IT, or similar technology) shall be effective as delivery of a manually executed counterpart. Each Party agrees that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

Section 8.7 — 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) when delivered personally; (b) when sent by confirmed electronic mail (with a copy sent by another method specified herein); (c) one (1) business day after being sent by nationally recognized overnight courier service (with proof of delivery); or (d) three (3) business days after being mailed by registered or certified mail (return receipt requested, postage prepaid), addressed as follows:

If to Assignor:

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

Attention: Renata Saldívar, General Counsel

Email: rsaldivar@cascaderhi.com

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

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

Attention: Sandra Tung

Email: stung@calderwoodharkness.com

If to Assignee:

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

Attention: Thomas Weatherford, Managing Partner

Email: tweatherford@ridgelinecp.com

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

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

Attention: Nathan Ostroff

Email: nostroff@hollowaybreck.com

Either Party may change its address for notices by giving written notice of such change to the other Party in accordance with this Section 8.7.

SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have caused this Trademark Assignment Agreement to be duly executed and delivered as of the Effective Date first written above.

ASSIGNOR:

CASCADE RETAIL HOLDINGS INC. a Delaware corporation

By: ________

Name: James Yoon

Title: Senior Vice President, Corporate Development

Date: ________

ASSIGNEE:

RIDGELINE CONSUMER PARTNERS LLC a Delaware limited liability company

By: ________

Name: Thomas Weatherford

Title: Managing Partner

Date: ________

[Signature Page to Trademark Assignment Agreement]

SCHEDULE A

ASSIGNED MARKS

The following constitutes a true, correct, and complete list of all registered trademarks and service marks comprising the Assigned Marks as of the Effective Date:

Additional Notes:

The Assigned Marks include, in addition to the word marks listed above, the following:

1. All common law rights in each mark identified above, including all unregistered trademark rights arising from use in commerce in the United States and its territories and possessions.

2. All associated logos, stylizations, and design elements used in connection with the EVERGREEN MARKET and EVERGREEN NATURALS marks, including without limitation the stylized leaf device logo used in connection with the EVERGREEN MARKET mark and the green-and-white color scheme associated with the EVERGREEN NATURALS packaging and labeling.

3. All goods and services covered by the registrations identified above, as reflected in the respective Certificates of Registration issued by the USPTO, including any amendments, extensions, or modifications thereto.

4. All affidavits of use, affidavits of incontestability, declarations of continued use, renewal applications, and other maintenance filings associated with the foregoing registrations.

5. All rights of priority arising from the filing dates of the applications that matured into the registrations identified above.

SCHEDULE B

ASSIGNED DOMAIN NAMES AND SOCIAL MEDIA ACCOUNTS

Part 1 — Assigned Domain Names

The following constitutes a true, correct, and complete list of all Assigned Domain Names as of the Effective Date:

Part 2 — Assigned Social Media Accounts

The following constitutes a true, correct, and complete list of all Assigned Social Media Accounts as of the Effective Date. All accounts listed below are used exclusively in connection with the EverGreen Market business and do not include any accounts associated with Cascade Retail Holdings Inc., Cascade Home & Goods, CascadeDirect.com, or any other Cascade-affiliated brand.

Notes:

1. Follower counts are approximate as of the Effective Date and are provided for identification purposes only. Assignor makes no representation or warranty with respect to the accuracy of follower counts or the authenticity of followers.

2. Associated advertising accounts (including Meta Business Suite / Ads Manager accounts and Strathmore Systems accounts) linked to the above social media accounts are included in the assignment to the extent such accounts are used exclusively for the EverGreen Market business and are transferable under the applicable platform's terms of service.

3. The Parties shall cooperate in good faith to effectuate the transfer of each Assigned Social Media Account in compliance with the applicable platform's terms of service and transfer policies. To the extent any platform requires specific procedures or approvals for account transfer, the Parties shall jointly take all steps reasonably necessary to complete such transfer.

[End of Schedule B]

[End of Trademark Assignment Agreement]

Mark	Registration No.	Registration Date	Registering Office	Goods / Services	International Class(es)	Status
EVERGREEN MARKET	5,284,331	June 12, 2018	USPTO	Retail grocery store services featuring natural and organic grocery products; retail store services featuring fresh produce, dairy, meat, seafood, bakery, deli, and specialty food items	Class 35	Registered; Active
EVERGREEN NATURALS	5,612,074	September 3, 2019	USPTO	Private-label natural and organic food products, namely, granola, cereals, pasta, sauces, snack foods, dried fruits, nuts, nut butters, oils, vinegars, and beverages	Class 29; Class 30	Registered; Active
Domain Name	Registrar	Registration Date	Expiration Date	Registrant of Record
evergreenmarket.com	Granite Harbor Health IT	March 14, 2015	March 14, 2026	Cascade Retail Holdings Inc.
evergreenmarketco.com	Granite Harbor Health IT	July 22, 2016	July 22, 2026	Cascade Retail Holdings Inc.
Platform	Account Name / Handle	URL	Approximate Followers
Northpoint Services Inc.	@evergreenmarket	https://www.Northpoint Services Inc..com/evergreenmarket	87,400
Kestrel Services Inc.	EverGreen Market	https://www.Kestrel Services Inc..com/evergreenmarket	64,200
X (formerly Fenmore Solutions)	@EverGreenMkt	https://www.x.com/EverGreenMkt	23,100
Dunmore & Co.	@evergreenmarket	https://www.Dunmore & Co..com/@evergreenmarket	41,500
Pinterest	EverGreen Market	https://www.pinterest.com/evergreenmarket	12,800
Westmark Health IT	EverGreen Market Co.	https://www.Westmark Health IT.com/company/evergreen-market-co	8,600
Crowne Albany Partners LLC	EverGreen Market	https://www.Crowne Albany Partners LLC.com/@evergreenmarket	15,300

TRADEMARK ASSIGNMENT AGREEMENT
by and between
CASCADE RETAIL HOLDINGS INC.
as Assignor
and
RIDGELINE CONSUMER PARTNERS LLC
as Assignee
Dated as of June 30, 2025
TRADEMARK ASSIGNMENT AGREEMENT
This TRADEMARK ASSIGNMENT AGREEMENT (this "Agreement") is made and entered into effective as of June 30, 2025 (the "Effective Date," which shall be the Closing Date as defined in the Purchase Agreement (as defined below)), by and between:
CASCADE RETAIL HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office located at 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119, and whose common stock is listed on the Nasdaq Stock Market under the ticker symbol "CRHI" (hereinafter referred to as "Assignor" 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 located at 900 SW Fifth Avenue, Suite 2600, Portland, Oregon 97204 (hereinafter referred to as "Assignee" or "Ridgeline").
Assignor and Assignee are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Cascade Retail Holdings Inc. is a Delaware corporation and the sole member of EverGreen Market Co. LLC, a Delaware limited liability company with its principal office at 1025 NW Lovejoy Street, Suite 300, Portland, Oregon 97209, which operates thirty-four (34) natural and organic grocery stores located across Oregon (twenty-two (22) stores) and Northern California (twelve (12) stores), together with one (1) approximately 48,000 square foot distribution center located in Tualatin, Oregon (collectively, the "Business");
WHEREAS, Assignor is the owner of all right, title, and interest in and to certain trademarks, service marks, trade names, domain names, social media accounts, and associated goodwill used in connection with the Business, as more particularly described herein and on the Schedules attached hereto (collectively, the "Assigned intellectual Property");
WHEREAS, Assignor, EverGreen Market Co. LLC, and Assignee are parties to that certain Asset Purchase Agreement dated as of June 13, 2025 (the "Purchase Agreement"), pursuant to which Assignor and EverGreen Market Co. LLC have agreed to sell, assign, transfer, convey, and deliver to Assignee substantially all of the assets used in or relating to the EverGreen Market business for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), subject to the terms and conditions set forth therein;
WHEREAS, this Agreement is executed and delivered pursuant to, and as a closing deliverable required by, Section 3.2(a)(vi) of the Purchase Agreement, and is intended to effectuate the transfer of the Assigned intellectual Property as part of the Purchased Assets (as defined in the Purchase Agreement) contemplated thereby; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the following meanings:
"Assigned Domain Names" means the Internet domain names evergreenmarket.com and evergreenmarketco.com, together with all registrations, renewals, extensions, and associated rights thereto, including all registrar account information, administrative access credentials, DNS configurations, and any and all rights arising under or in connection with such domain name registrations.
"Assigned Marks" means the trademarks and service marks listed on Schedule A attached hereto, including without limitation the following:
(a) EVERGREEN MARKET — United States Trademark Registration No. 5,284,331, registered June 12, 2018, with the United States Patent and Trademark Office; and
(b) EVERGREEN NATURALS — United States Trademark Registration No. 5,612,074, registered September 3, 2019, with the United States Patent and Trademark Office;
together, in each case, with all goodwill of the Business symbolized by or associated with such marks, all logos, design elements, stylizations, and trade dress associated therewith, and all common law rights in and to such marks throughout the United States and its territories and possessions.
"Assigned Social Media Accounts" means all social media accounts, handles, pages, profiles, channels, and associated content used exclusively in connection with the EverGreen Market brand on all social media and digital platforms, as more particularly identified on Schedule B attached hereto.
"Assigned intellectual Property" means, collectively, the Assigned Marks, the Assigned Domain Names, the Assigned Social Media Accounts, and all Related Rights.
"Purchase Agreement" means that certain Asset Purchase Agreement, dated as of June 13, 2025, by and among Cascade Retail Holdings Inc., EverGreen Market Co. LLC, and Ridgeline Consumer Partners LLC, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Related Rights" means, with respect to the Assigned Marks, the Assigned Domain Names, and the Assigned Social Media Accounts, all of the following rights:
(a) all common law trademark and service mark rights in and to the Assigned Marks, whether or not registered, throughout the United States and its territories and possessions;
(b) all trade dress rights associated with the EverGreen Market brand and the EverGreen Naturals product line, including product packaging, store trade dress, signage, and point-of-sale display elements;
(c) all private-label brand names, sub-brands, and product line names associated with the EverGreen Naturals line and any other product lines sold exclusively under the EverGreen Market brand;
(d) all applications for registration of any of the Assigned Marks, whether pending or to be filed in the future, in the United States or any foreign jurisdiction;
(e) all renewals, extensions, continuations, and reissues of the registrations comprising the Assigned Marks;
(f) all rights to sue for and recover damages, profits, injunctive relief, or other remedies for past, present, and future infringement, dilution, unfair competition, misappropriation, or other violation of rights in any of the Assigned Marks, the Assigned Domain Names, or any other component of the Assigned intellectual Property, including all rights to collect royalties, damages, and payments with respect thereto;
(g) all rights of priority and protection of interests in the Assigned Marks under applicable trademark, unfair competition, and other laws; and
(h) all other rights of every kind and nature throughout the world in and to the Assigned Marks, the Assigned Domain Names, and the Assigned Social Media Accounts, howsoever arising, whether now known or hereafter discovered or developed.
"USPTO" means the United States Patent and Trademark Office, or any successor agency thereto.
Section 1.2 — Rules of Construction
The rules of construction and interpretation set forth in Section 1.2 of the Purchase Agreement are hereby incorporated by reference and shall apply to this Agreement, mutatis mutandis, as if fully set forth herein. Without limiting the generality of the foregoing, all capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. In the event of any inconsistency between a definition set forth in this Agreement and a definition set forth in the Purchase Agreement, the definition set forth in the Purchase Agreement shall control unless the context clearly requires otherwise.
ARTICLE 2 — ASSIGNMENT
Section 2.1 — Assignment of Trademarks
Effective as of the Effective Date, and subject to the terms and conditions of the Purchase Agreement and this Agreement, Assignor hereby irrevocably and unconditionally assigns, transfers, conveys, and sets over to Assignee, its successors, and assigns, forever, all of Assignor's right, title, and interest in and to the Assigned Marks, including without limitation:
(a) the trademark EVERGREEN MARKET, United States Trademark Registration No. 5,284,331, registered June 12, 2018, with the USPTO, together with all goods and services identified in such registration;
(b) the trademark EVERGREEN NATURALS, United States Trademark Registration No. 5,612,074, registered September 3, 2019, with the USPTO, together with all goods and services identified in such registration;
(c) all renewals, extensions, continuations, reissues, and reexaminations of the foregoing registrations;
(d) all rights to recover damages, profits, and other remedies for past infringement, dilution, or misappropriation of any of the Assigned Marks, including all rights accruing prior to the Effective Date; and
(e) all common law trademark and service mark rights associated with the Assigned Marks throughout the United States and its territories and possessions, whether or not registered.
The foregoing assignment is absolute and unconditional and shall not be subject to any reservation, limitation, or restriction of any kind, except as expressly set forth herein or in the Purchase Agreement.
Section 2.2 — Assignment of Goodwill
The assignment effected pursuant to Section 2.1 includes, and is intended to include, all goodwill of the Business symbolized by, represented by, or associated with the Assigned Marks, in accordance with Section 10 of the Trademark Act of 1946, as amended (the Lanham Act), 15 U.S.C. § 1060. The Parties acknowledge and agree that the Assigned Marks are being transferred together with the ongoing EverGreen Market business, and with the Business as a going concern, to which the goodwill of such marks pertains. Accordingly, the Parties intend that the assignment of the Assigned Marks, together with the goodwill associated therewith, shall constitute a valid and effective assignment under 15 U.S.C. § 1060 and applicable common law, and shall not constitute an assignment in gross or be otherwise invalid or unenforceable by reason of any failure to transfer the goodwill associated with the Assigned Marks.
Section 2.3 — Assignment of Domain Names
Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, conveys, and sets over to Assignee, its successors, and assigns, forever, all of Assignor's right, title, and interest in and to the Assigned Domain Names, including without limitation:
(a) the domain name evergreenmarket.com;
(b) the domain name evergreenmarketco.com;
(c) all registrar accounts, administrative access credentials, passwords, transfer authorization codes, and DNS configurations associated with the Assigned Domain Names; and
(d) all rights arising under or in connection with the registration of the Assigned Domain Names, including all rights under the Uniform Domain-Name Dispute-Resolution Policy (UDRP) adopted by the Internet Corporation for Assigned Names and Numbers (ICANN) and any applicable registrar policies.
Assignor shall initiate, and shall cooperate fully with Assignee in effectuating, the transfer of registrar account control and administrative access for each of the Assigned Domain Names to Assignee or Assignee's designee within ten (10) business days following the Effective Date. During the period between the Effective Date and the completion of such transfer, Assignor shall not modify, delete, redirect, or otherwise alter any DNS records, website content, or registrar settings associated with the Assigned Domain Names without the prior written consent of Assignee, and shall not allow any of the Assigned Domain Names to expire or lapse.
Section 2.4 — Assignment of Social Media Accounts
Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, conveys, and sets over to Assignee, its successors, and assigns, forever, all of Assignor's right, title, and interest in and to the Assigned Social Media Accounts listed on Schedule B attached hereto, including all content, followers, analytics data, advertising accounts, and other assets associated therewith, to the extent transferable under the applicable platform's terms of service.
Assignor shall transfer administrative access and full operational control of all Assigned Social Media Accounts to Assignee or Assignee's designee within ten (10) business days following the Effective Date. Such transfer shall include the provision of all usernames, passwords, authentication tokens, two-factor authentication recovery codes, and any other credentials necessary for Assignee to exercise full administrative control over each Assigned Social Media Account.
Promptly upon completion of the transfer of administrative access, and in any event within five (5) business days thereafter, Assignor shall cause all Cascade-affiliated personnel, officers, directors, employees, contractors, and agents to be removed as administrators, managers, editors, or other authorized users of the Assigned Social Media Accounts. Assignor shall not, and shall cause its affiliates not to, access, modify, post to, or otherwise use any Assigned Social Media Account following the completion of such transfer without the prior written consent of Assignee.
Section 2.5 — Related Rights
The assignments effected pursuant to this Article 2 encompass all Related Rights, including without limitation:
(a) all rights to sue for and recover damages, profits, injunctive relief, attorneys' fees, and other remedies for past, present, and future infringement, dilution, unfair competition, misappropriation, or other violation of rights in any of the Assigned Marks, the Assigned Domain Names, or any other component of the Assigned intellectual Property, whether such claims arose, arise, or may arise before, on, or after the Effective Date;
(b) all rights in pending applications for registration of any of the Assigned Marks with the USPTO or any state or foreign trademark registry, if any;
(c) all trade dress rights associated with the EverGreen Market brand, including the distinctive green and white color scheme, leaf logo design, store layout elements, signage design, and packaging design associated with the EverGreen Naturals private-label product line;
(d) all private-label brand rights associated with the EverGreen Naturals line, including all rights in and to private-label product names, formulations (to the extent constituting intellectual property), and packaging designs; and
(e) all other intellectual property rights of any kind associated with or arising from the Assigned intellectual Property, whether now existing or hereafter arising, throughout the world.
ARTICLE 3 — EXCLUDED INTELLECTUAL PROPERTY
Section 3.1 — Retained Marks
For the avoidance of doubt, and notwithstanding anything to the contrary contained in this Agreement, Assignor retains all right, title, and interest in and to the following intellectual property, which is expressly excluded from the Assigned intellectual Property and is not assigned, transferred, or conveyed to Assignee pursuant to this Agreement:
(a) the "Cascade" trade name, trademark, and service mark, and all variations thereof;
(b) the "Cascade Retail Holdings" trade name, trademark, and service mark, and all variations thereof;
(c) the "Cascade Home & Goods" brand, including all trademarks, service marks, domain names, and social media accounts associated therewith;
(d) the "CascadeDirect.com" brand, including the domain name CascadeDirect.com and all trademarks, service marks, and social media accounts associated therewith;
(e) all other trademarks, service marks, trade names, domain names, social media accounts, and other intellectual property owned by Assignor or any of its affiliates (other than EverGreen Market Co. LLC) that are not specifically included in the definition of Assigned intellectual Property; and
(f) all intellectual property constituting Excluded Assets as defined in Section 2.3 of the Purchase Agreement.
Assignee acknowledges and agrees that it acquires no rights whatsoever in or to any of the foregoing retained intellectual property, and Assignee shall not use, register, or apply to register any mark, trade name, or domain name that is identical or confusingly similar to any of the retained marks identified in this Section 3.1. The exclusions set forth in this Section 3.1 are consistent with, and are intended to correspond to, the Excluded Assets as defined in the Purchase Agreement.
ARTICLE 4 — RECORDATION AND FURTHER ASSURANCES
Section 4.1 — USPTO Recordation
Assignee shall have the right, at Assignee's sole cost and expense, to record this Agreement (or a short-form version hereof suitable for recordation) with the Assignment Recordation Branch of the USPTO, in order to reflect the assignment of the Assigned Marks on the records of the USPTO. Assignor hereby consents to such recordation and agrees to cooperate with Assignee in connection therewith.
Without limiting the foregoing, Assignor shall, at Assignee's reasonable request and at Assignee's expense, promptly execute and deliver such additional instruments, including without limitation any short-form trademark assignment, confirmatory assignment, or declaration, as may be reasonably necessary or desirable to record the assignment of the Assigned Marks with the USPTO. Assignor shall cooperate with Assignee in the preparation and execution of any documents required by the USPTO, including without limitation USPTO Form PTO-1594 (or any successor or equivalent form), declarations, and any other filings necessary to effect recordation of the assignment of each of the Assigned Marks.
Assignor further agrees to cooperate with Assignee in the preparation, execution, and filing of any documents necessary to record the assignment of the Assigned Marks with any state trademark registry or any foreign trademark registry, to the extent applicable, at Assignee's reasonable request and at Assignee's sole cost and expense.
Section 4.2 — Domain Name Transfer Cooperation
Assignor shall promptly execute, deliver, and provide any and all transfer authorization codes, registrar transfer request forms, ICANN-required transfer documentation, written authorizations, and any other instruments or approvals necessary to effectuate the complete and unrestricted transfer of the Assigned Domain Names to Assignee's designated registrar account. Assignor shall not place, or permit to be placed, any transfer lock, registrar lock, or other impediment on any of the Assigned Domain Names that would delay, hinder, or prevent the transfer of such domain names to Assignee. In the event that any registrar requires a waiting period, verification step, or other procedural requirement in connection with the transfer of any Assigned Domain Name, Assignor shall promptly take all actions within its control to satisfy such requirements and minimize any delay in completing the transfer.
Section 4.3 — General Further Assurances
Each Party shall, at the reasonable request and sole expense of the requesting Party, execute and deliver such further instruments and documents and take such further actions as may be reasonably necessary or desirable to carry out the intent and purposes of this Agreement and to vest in Assignee full, legal, and beneficial ownership of the Assigned intellectual Property. Without limiting the generality of the foregoing, such cooperation shall include:
(a) the execution and delivery of confirmatory assignments, powers of attorney, declarations, and other instruments necessary or useful for the filing, prosecution, maintenance, enforcement, or defense of the Assigned Marks in any jurisdiction;
(b) cooperation with the filing or recording of the assignment contemplated hereby with any state, federal, or foreign trademark or intellectual property registry;
(c) the execution and delivery of confirmatory assignments if needed in connection with enforcement proceedings, litigation, or administrative actions relating to any of the Assigned intellectual Property; and
(d) the provision of testimony, declarations, or other evidence as may be reasonably necessary in connection with any proceeding relating to the Assigned intellectual Property.
The obligations set forth in this Section 4.3 shall survive the Effective Date and shall remain in effect for a period of five (5) years following the Effective Date.
ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as follows:
Section 5.1 — Organization and Authority
Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assignor have been duly authorized by all necessary corporate action on the part of Assignor, and no other corporate proceedings on the part of Assignor or its stockholders are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Assignor and, assuming due authorization, execution, and delivery by Assignee, constitutes a legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 5.2 — Ownership
Assignor is the sole and exclusive owner of the entire right, title, and interest in and to the Assigned Marks, the Assigned Domain Names, and the Assigned Social Media Accounts, free and clear of all liens, encumbrances, pledges, security interests, charges, claims, restrictions, options, preemptive rights, mortgages, hypothecations, and other adverse claims of any kind or nature whatsoever, except as may be disclosed in the Seller Disclosure Schedules delivered to Assignee in connection with the Purchase Agreement. The Assigned Marks are subsisting registrations with the USPTO and are, to Assignor's knowledge, valid and enforceable. No other person or entity has any right, title, interest, lien, or encumbrance in or to any of the Assigned intellectual Property, except as may be disclosed in the Seller Disclosure Schedules to the Purchase Agreement. Assignor has not previously assigned, transferred, licensed (other than licenses that will terminate at or prior to the Effective Date), pledged, encumbered, or otherwise disposed of any of the Assigned intellectual Property, and no other person or entity has been granted any right or license to use any of the Assigned Marks except in connection with the operation of the Business by EverGreen Market Co. LLC.
Section 5.3 — No Conflicts
The execution, delivery, and performance of this Agreement by Assignor, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with, violate, or result in a breach of any provision of Assignor's certificate of incorporation or bylaws; (b) conflict with, violate, or result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or other right under, any agreement, contract, license, instrument, obligation, or other arrangement to which Assignor is a party or by which Assignor or any of the Assigned intellectual Property is bound; or (c) violate or conflict with any statute, law, ordinance, rule, regulation, order, judgment, injunction, decree, or other legal requirement applicable to Assignor or any of the Assigned intellectual Property.
Section 5.4 — Registrations
Schedule A attached hereto sets forth a true, correct, and complete list of all registered trademarks and service marks comprising the Assigned Marks, including the mark, registration number, registration date, registering office, goods and services covered, and current status of each such registration. All maintenance filings, renewal filings, affidavits of use and incontestability (including filings under Sections 8 and 15 of the Lanham Act, 15 U.S.C. §§ 1058 and 1065), declarations of continued use, specimens of use, and similar filings required to maintain the Assigned Marks in full force and effect have been duly and timely filed with the USPTO. To Assignor's knowledge, no cancellation proceedings, opposition proceedings, or other adversarial proceedings are pending or threatened with respect to any of the Assigned Marks before the USPTO, the Trademark Trial and Appeal Board, or any court of competent jurisdiction.
Section 5.5 — Cross-Reference to Purchase Agreement
The representations and warranties set forth in this Article 5 are in addition to, and do not limit, replace, or supersede, the representations and warranties of Assignor set forth in the Purchase Agreement, including without limitation those representations and warranties relating to intellectual property contained in Section 4.13 of the Purchase Agreement. In the event of any conflict or inconsistency between any representation or warranty set forth in this Article 5 and any representation or warranty set forth in the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control and govern.
ARTICLE 6 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby represents and warrants to Assignor as follows:
Section 6.1 — Organization and Authority
Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignee has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assignee have been duly authorized by all necessary limited liability company action on the part of Assignee. This Agreement has been duly executed and delivered by Assignee and, assuming due authorization, execution, and delivery by Assignor, constitutes a legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 6.2 — No Conflicts
The execution, delivery, and performance of this Agreement by Assignee, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with, violate, or result in a breach of any provision of Assignee's certificate of formation or limited liability company agreement; (b) conflict with, violate, or result in a breach of, or constitute a default under, any agreement, contract, instrument, obligation, or other arrangement to which Assignee is a party or by which Assignee is bound; or (c) violate or conflict with any statute, law, ordinance, rule, regulation, order, judgment, injunction, decree, or other legal requirement applicable to Assignee.
ARTICLE 7 — RELATIONSHIP TO PURCHASE AGREEMENT
Section 7.1 — Subject to Purchase Agreement
This Agreement is entered into pursuant to, and is subject to the terms and conditions of, the Purchase Agreement. This Agreement is a closing deliverable under the Purchase Agreement and is intended to supplement and implement the transactions contemplated thereby. Nothing in this Agreement shall be deemed to modify, amend, supplement, or supersede any provision of the Purchase Agreement or any other ancillary agreement entered into in connection therewith. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall govern and control in all respects.
Section 7.2 — Indemnification
The indemnification provisions set forth in Article 9 of the Purchase Agreement shall apply to any breach of the representations, warranties, covenants, and agreements contained in this Agreement, as though such representations, warranties, covenants, and agreements were set forth in the Purchase Agreement. Without limiting the foregoing, the following limitations and qualifications set forth in the Purchase Agreement shall apply to any indemnification claim arising out of or relating to this Agreement:
(a) the aggregate indemnification cap of Two Million Five Hundred Thousand Dollars ($2,500,000) applicable to Seller's general indemnification obligations under Section 9.4(a) of the Purchase Agreement;
(b) the tipping basket threshold of Three Hundred Seventy-Five Thousand Dollars ($375,000) set forth in Section 9.4(b) of the Purchase Agreement, pursuant to which no indemnification obligation shall arise unless and until the aggregate amount of Losses exceeds such threshold, at which point indemnification shall be available from the first dollar of Losses;
(c) the per-claim mini-basket of Twenty-Five Thousand Dollars ($25,000) set forth in Section 9.4(c) of the Purchase Agreement, pursuant to which individual claims involving Losses of less than such amount shall not be counted toward the tipping basket; and
(d) the eighteen (18)-month survival period applicable to general representations and warranties as set forth in Section 9.1 of the Purchase Agreement.
No separate or additional indemnification obligations are created by this Agreement. This Agreement does not expand, supplement, or otherwise modify the scope, duration, or limitations of the indemnification obligations set forth in the Purchase Agreement. For the avoidance of doubt, any Losses arising out of or relating to a breach of any representation, warranty, covenant, or agreement contained in this Agreement shall be subject to, and count against, the same caps, baskets, and limitations applicable under the Purchase Agreement as if such representations, warranties, covenants, and agreements were contained therein.
Section 7.3 — No Separate Consideration
The assignment of the Assigned intellectual Property effected hereby is made as part of, and in consideration of, the aggregate purchase price payable under the Purchase Agreement in the amount of Twenty-Five Million Dollars ($25,000,000). No separate, additional, or independent consideration is payable by Assignee to Assignor in respect of the assignment effected hereby, and no allocation of any portion of the aggregate purchase price to the Assigned intellectual Property is made by this Agreement. Any allocation of the aggregate purchase price among the Purchased Assets, including the Assigned intellectual Property, shall be determined in accordance with Section 2.7 of the Purchase Agreement and the allocation schedule to be agreed upon by the Parties thereunder.
ARTICLE 8 — MISCELLANEOUS PROVISIONS
Section 8.1 — Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice 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.
Section 8.2 — Entire Agreement
This Agreement, together with the Purchase Agreement and the other ancillary agreements, instruments, schedules, and exhibits contemplated thereby (including the Transition Services Agreement, the Bill of Sale, and the Assignment and Assumption Agreement), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether oral or written) relating to the subject matter hereof. No Party shall be bound by, or be liable for, any alleged representation, promise, inducement, or statement of intention not contained in this Agreement or the Purchase Agreement.
Section 8.3 — Amendment and Waiver
This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided by law.
Section 8.4 — Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party; provided, however, that Assignee may assign its rights and obligations under this Agreement, in whole or in part, to any affiliate of Assignee or to any successor-in-interest to all or substantially all of the assets of the EverGreen Market business, without the prior consent of Assignor.
Section 8.5 — Severability
If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, void, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 8.6 — Counterparts and Electronic Execution
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any electronic signature platform (including Brightwater Software, Ashford Health IT, or similar technology) shall be effective as delivery of a manually executed counterpart. Each Party agrees that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
Section 8.7 — 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) when delivered personally; (b) when sent by confirmed electronic mail (with a copy sent by another method specified herein); (c) one (1) business day after being sent by nationally recognized overnight courier service (with proof of delivery); or (d) three (3) business days after being mailed by registered or certified mail (return receipt requested, postage prepaid), addressed as follows:
If to Assignor:
Cascade Retail Holdings Inc. 4200 Elliott Avenue West, Suite 1500 Seattle, Washington 98119
Attention: Renata Saldívar, General Counsel
Email: rsaldivar@cascaderhi.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1301 Second Avenue, Suite 3400 Seattle, Washington 98101
Attention: Sandra Tung
Email: stung@calderwoodharkness.com
If to Assignee:
Ridgeline Consumer Partners LLC 900 SW Fifth Avenue, Suite 2600 Portland, Oregon 97204
Attention: Thomas Weatherford, Managing Partner
Email: tweatherford@ridgelinecp.com
with a copy (which shall not constitute notice) to:
Holloway Breck & Associates LLP 1801 California Street, Suite 3100 Denver, Colorado 80202
Attention: Nathan Ostroff
Email: nostroff@hollowaybreck.com
Either Party may change its address for notices by giving written notice of such change to the other Party in accordance with this Section 8.7.
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused this Trademark Assignment Agreement to be duly executed and delivered as of the Effective Date first written above.
ASSIGNOR:
CASCADE RETAIL HOLDINGS INC. a Delaware corporation
By: ________
Name: James Yoon
Title: Senior Vice President, Corporate Development
Date: ________
ASSIGNEE:
RIDGELINE CONSUMER PARTNERS LLC a Delaware limited liability company
By: ________
Name: Thomas Weatherford
Title: Managing Partner
Date: ________
[Signature Page to Trademark Assignment Agreement]
SCHEDULE A
ASSIGNED MARKS
The following constitutes a true, correct, and complete list of all registered trademarks and service marks comprising the Assigned Marks as of the Effective Date:
Additional Notes:
The Assigned Marks include, in addition to the word marks listed above, the following:
1.  All common law rights in each mark identified above, including all unregistered trademark rights arising from use in commerce in the United States and its territories and possessions.
2.  All associated logos, stylizations, and design elements used in connection with the EVERGREEN MARKET and EVERGREEN NATURALS marks, including without limitation the stylized leaf device logo used in connection with the EVERGREEN MARKET mark and the green-and-white color scheme associated with the EVERGREEN NATURALS packaging and labeling.
3.  All goods and services covered by the registrations identified above, as reflected in the respective Certificates of Registration issued by the USPTO, including any amendments, extensions, or modifications thereto.
4.  All affidavits of use, affidavits of incontestability, declarations of continued use, renewal applications, and other maintenance filings associated with the foregoing registrations.
5.  All rights of priority arising from the filing dates of the applications that matured into the registrations identified above.
SCHEDULE B
ASSIGNED DOMAIN NAMES AND SOCIAL MEDIA ACCOUNTS
Part 1 — Assigned Domain Names
The following constitutes a true, correct, and complete list of all Assigned Domain Names as of the Effective Date:
Part 2 — Assigned Social Media Accounts
The following constitutes a true, correct, and complete list of all Assigned Social Media Accounts as of the Effective Date. All accounts listed below are used exclusively in connection with the EverGreen Market business and do not include any accounts associated with Cascade Retail Holdings Inc., Cascade Home & Goods, CascadeDirect.com, or any other Cascade-affiliated brand.
Notes:
1.  Follower counts are approximate as of the Effective Date and are provided for identification purposes only. Assignor makes no representation or warranty with respect to the accuracy of follower counts or the authenticity of followers.
2.  Associated advertising accounts (including Meta Business Suite / Ads Manager accounts and Strathmore Systems accounts) linked to the above social media accounts are included in the assignment to the extent such accounts are used exclusively for the EverGreen Market business and are transferable under the applicable platform's terms of service.
3.  The Parties shall cooperate in good faith to effectuate the transfer of each Assigned Social Media Account in compliance with the applicable platform's terms of service and transfer policies. To the extent any platform requires specific procedures or approvals for account transfer, the Parties shall jointly take all steps reasonably necessary to complete such transfer.
[End of Schedule B]
[End of Trademark Assignment Agreement]
Mark | Registration No. | Registration Date | Registering Office | Goods / Services | International Class(es) | Status
EVERGREEN MARKET | 5,284,331 | June 12, 2018 | USPTO | Retail grocery store services featuring natural and organic grocery products; retail store services featuring fresh produce, dairy, meat, seafood, bakery, deli, and specialty food items | Class 35 | Registered; Active
EVERGREEN NATURALS | 5,612,074 | September 3, 2019 | USPTO | Private-label natural and organic food products, namely, granola, cereals, pasta, sauces, snack foods, dried fruits, nuts, nut butters, oils, vinegars, and beverages | Class 29; Class 30 | Registered; Active
Domain Name | Registrar | Registration Date | Expiration Date | Registrant of Record
evergreenmarket.com | Granite Harbor Health IT | March 14, 2015 | March 14, 2026 | Cascade Retail Holdings Inc.
evergreenmarketco.com | Granite Harbor Health IT | July 22, 2016 | July 22, 2026 | Cascade Retail Holdings Inc.
Platform | Account Name / Handle | URL | Approximate Followers
Northpoint Services Inc. | @evergreenmarket | https://www.Northpoint Services Inc..com/evergreenmarket | 87,400
Kestrel Services Inc. | EverGreen Market | https://www.Kestrel Services Inc..com/evergreenmarket | 64,200
X (formerly Fenmore Solutions) | @EverGreenMkt | https://www.x.com/EverGreenMkt | 23,100
Dunmore & Co. | @evergreenmarket | https://www.Dunmore & Co..com/@evergreenmarket | 41,500
Pinterest | EverGreen Market | https://www.pinterest.com/evergreenmarket | 12,800
Westmark Health IT | EverGreen Market Co. | https://www.Westmark Health IT.com/company/evergreen-market-co | 8,600
Crowne Albany Partners LLC | EverGreen Market | https://www.Crowne Albany Partners LLC.com/@evergreenmarket | 15,300

TRADEMARK ASSIGNMENT AGREEMENT

CASCADE RETAIL HOLDINGS INC.

RIDGELINE CONSUMER PARTNERS LLC

TRADEMARK ASSIGNMENT AGREEMENT

RECITALS

SIGNATURE PAGE

ASSIGNOR:

ASSIGNEE:

SCHEDULE A

ASSIGNED MARKS

SCHEDULE B

ASSIGNED DOMAIN NAMES AND SOCIAL MEDIA ACCOUNTS

Record

Parties

Dates

Amounts