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TRANSITION SERVICES AGREEMENT

by and between

CASCADE RETAIL HOLDINGS INC.

and

RIDGELINE CONSUMER PARTNERS LLC

Dated as of [●], 2025

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TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this "Agreement") is made and entered into as of [●], 2025 (the "Effective Date"), by and between Cascade Retail Holdings Inc., a Delaware corporation ("Provider" or "Cascade"), with its principal office at 4200 Elliott Avenue West, Suite 1500, Seattle, WA 98119, and Ridgeline Consumer Partners LLC, a Delaware limited liability company ("Recipient" or "Ridgeline"), with its principal office at 900 SW Fifth Avenue, Suite 2600, Portland, OR 97204. Provider and Recipient are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider, EverGreen Market Co. LLC, a Delaware limited liability company and wholly owned subsidiary of Provider ("EverGreen" or "EMC"), and Recipient have entered into that certain Asset Purchase Agreement, dated as of June 13, 2025 (the "APA"), pursuant to which Provider and EverGreen are selling substantially all of the assets of the EverGreen Market business to Recipient for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000);

WHEREAS, the EverGreen Market business consists of the operation 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 (the "Distribution Center");

WHEREAS, prior to the Closing (as defined in the APA), the EverGreen Market business utilized certain shared services provided by Provider, including information technology infrastructure and systems hosting, payroll processing, treasury and cash management, procurement platform access, and general accounting support;

WHEREAS, in connection with the transactions contemplated by the APA, and to facilitate the orderly transition of the Business (as defined below) to Recipient, Provider has agreed to provide, and Recipient has agreed to receive, certain transitional services on the terms and conditions set forth herein;

WHEREAS, this Agreement is being entered into pursuant to Section 7.14 of the APA, and delivery of this executed Agreement by each of the Parties is a condition to the obligations of the Parties to consummate the Closing under the APA; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and the transactions contemplated by the APA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby 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:

"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 EverGreen Market business, as such term is defined in the APA, consisting of the operation of thirty-four (34) natural and organic grocery store locations and one distribution center, together with the assets, liabilities, contracts, and operations associated therewith, as more particularly described in the APA.

"Closing Date" means the Closing Date as defined in the APA, which is the date on which the closing of the transactions contemplated by the APA occurs (estimated to be July 18, 2025).

"Confidential Information" means all non-public, proprietary, or confidential information of either Party disclosed to or obtained by the other Party in connection with this Agreement or the Services, including trade secrets, business plans, strategies, customer data, employee data, financial information, technical information, pricing information, marketing plans, supplier and vendor information, and any other information that is identified as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be treated as confidential. Confidential Information shall include Recipient Data and any information relating to the internal operations, systems, or processes of Provider to the extent disclosed in connection with the Services.

"Cost-Plus Markup" means (a) five percent (5%) during the Initial Term and any Wind-Down Period, and (b) ten percent (10%) during any Extension Term, in each case applied to Provider's actual allocated cost of providing the applicable Services, as more particularly described in Article IV and Schedule C.

"Extension Term" means each additional three (3) month period by which the Service Term may be extended at Recipient's sole election pursuant to Section 3.2, with a maximum of two (2) Extension Terms.

"Force Majeure Event" means any event or circumstance beyond a Party's reasonable control, including acts of God, fire, flood, earthquake, hurricane, tornado, or other natural disaster; epidemic, pandemic, or public health emergency; war, invasion, armed conflict, act of terrorism, riot, civil unrest, or insurrection; governmental actions, orders, regulations, embargoes, or sanctions; cyberattacks, ransomware, or other malicious intrusions affecting information technology systems; failure of telecommunications infrastructure, power grids, or other public utilities; strikes, lockouts, or other labor disturbances (other than those involving the affected Party's own employees); and any other event or circumstance of a similar nature beyond the affected Party's reasonable control.

"Initial Term" means the twelve (12) month period commencing on the Closing Date and ending on the first anniversary of the Closing Date (estimated commencement: July 18, 2025; estimated expiration: July 18, 2026).

"Provider" means Cascade Retail Holdings Inc., a Delaware corporation.

"Provider Personnel" means the employees, agents, independent contractors, and subcontractors of Provider or its affiliates who perform or support any of the Services under this Agreement.

"Recipient" means Ridgeline Consumer Partners LLC, a Delaware limited liability company.

"Recipient Data" means all data owned by or relating to the Business that is processed, stored, transmitted, or otherwise handled by Provider or Provider Personnel in connection with the performance of the Services, including customer data (including personally identifiable information of customers), employee and human resources data (including personally identifiable information of employees), transaction data, point-of-sale data, financial data, inventory data, vendor data, and any other business data or information related to the Business.

"Service Coordinator" means the designated representative of each Party responsible for the day-to-day coordination, management, and oversight of the Services, as set forth in Section 2.6.

"Service Fees" means the fees payable by Recipient to Provider for the Services, calculated in accordance with Article IV, Schedule C, and the applicable Cost-Plus Markup.

"Service Level" means the performance standards, service levels, response times, and other metrics applicable to each Service, as described in Schedule B attached hereto.

"Service Term" means the Initial Term, as the same may be extended by one or two Extension Terms in accordance with Section 3.2.

"Services" means the transitional services described in Article II and set forth in detail in Schedule A attached hereto, together with any additional services agreed upon by the Parties pursuant to Section 2.5.

"Transferred Employees" has the meaning ascribed to such term in the APA and refers to the approximately 1,850 employees of the Business (approximately 1,620 hourly employees and 230 salaried employees) who become employees of Recipient or its designee on the Closing Date.

"Wind-Down Period" has the meaning set forth in Section 3.6.

Section 1.2 Interpretation; APA Definitions.

(a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the APA. In the event of any conflict between a defined term in this Agreement and the same defined term in the APA, the definition set forth in this Agreement shall control for purposes of this Agreement.

(b) In this Agreement, unless the context otherwise requires: (i) the headings of the Articles, Sections, Schedules, and Exhibits are for convenience of reference only and shall not affect the interpretation of this Agreement; (ii) words importing the singular shall include the plural and vice versa; (iii) words importing any gender shall include all genders; (iv) the term "including" (and correlative terms such as "include" and "includes") means "including without limitation"; (v) references to any statute, rule, or regulation include any amendments, modifications, successor statutes, rules, or regulations thereto and all rules and regulations promulgated thereunder; (vi) references to any contract or agreement mean such contract or agreement as amended, modified, supplemented, or restated from time to time in accordance with its terms; (vii) references to any Person include such Person's successors and permitted assigns; (viii) references to "days" mean calendar days unless "business days" is expressly specified; (ix) references to "dollars" or "$" mean United States dollars; and (x) the words "hereof," "herein," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement.

ARTICLE II — SERVICES

Section 2.1 Provision of Services. Subject to the terms and conditions of this Agreement, Provider shall provide, or cause to be provided, the Services to Recipient during the Service Term. The Services are described in general terms in this Article II and are described in detail in Schedule A (Service Descriptions) attached hereto and incorporated herein by reference. Provider shall provide each Service in a manner generally consistent with the nature, quality, timeliness, and standard of care with which such Service was provided to or on behalf of the Business during the twelve (12) month period immediately prior to the Closing Date (the "Historical Service Standard"). Without limiting the foregoing, Provider shall use commercially reasonable efforts to make available sufficient qualified Provider Personnel with the requisite knowledge, skills, and experience to perform the Services in accordance with this Agreement.

Section 2.2 Description of Services Categories. The Services shall consist of the following categories, each as more fully described in the corresponding section of Schedule A:

(a) IT Infrastructure and Systems Hosting. Provider shall provide continued hosting, maintenance, and support of information technology systems and infrastructure used by the Business, including servers, network infrastructure, enterprise applications (including Provider's enterprise resource planning (ERP) system and related databases to the extent used by the Business), data storage, cybersecurity monitoring and threat management, email systems, and connectivity services for each of the thirty-four (34) store locations and the Distribution Center. The IT Infrastructure and Systems Hosting Service includes the continued provision of access to Cascade's ERP system and related databases solely to the extent such systems were used by the Business as of the Closing Date. For the avoidance of doubt, the point-of-sale and inventory management system licensed from Meridian Commerce Solutions Inc. (the "Meridian POS System") is not a Provider-hosted service and is subject to separate assignment or re-licensing pursuant to Section 2.8(c) of the APA; provided, however, that Provider shall use commercially reasonable efforts to facilitate Recipient's continued access to and use of the Meridian POS System during the Service Term to the extent such facilitation does not require Provider to incur material additional cost or liability.

(b) Payroll Processing. Provider shall process payroll for the Transferred Employees (approximately 1,850 employees, consisting of approximately 1,620 hourly employees and 230 salaried employees) through Provider's existing payroll platform. The Payroll Processing Service includes the calculation and timely remittance of all applicable federal, state (Oregon and California), and local payroll taxes, the preparation and distribution of pay stubs (electronic and/or paper as applicable), the processing of direct deposit payments and, where applicable, payroll checks, and the preparation and distribution of year-end tax reporting forms (Forms W-2) for wages paid during the applicable transition period. Provider shall coordinate with Recipient with respect to new hires, terminations, and other employee status changes during the Service Term.

(c) Treasury and Cash Management. Provider shall provide treasury and cash management services for the Business, including bank account administration (to the extent the Business continues to use Provider-administered bank accounts during the transition period), daily cash concentration and sweep operations, disbursement processing, and short-term liquidity management support sufficient to facilitate the Business's day-to-day operations during the transition period. Provider shall cooperate with Recipient in developing and implementing a transition plan for Recipient to establish its own banking relationships, treasury infrastructure, and cash management operations.

(d) Procurement Platform Access. Provider shall provide continued access to Provider's centralized procurement platform and vendor management systems for the ordering, tracking, receipt, and management of inventory, supplies, and other goods and services for the Business. This Service includes interfaces with key vendor and supplier contracts that have been assigned to or assumed by Recipient under the APA, including Clearfield Organics Distribution Co. (the Business's largest supplier, representing approximately eighteen percent (18%) of cost of goods sold) and other assigned vendor contracts. Provider shall provide reasonable support and cooperation to facilitate the transition of procurement operations to Recipient's own procurement systems and platforms.

(e) General Accounting Support. Provider shall provide general accounting services for the Business, including accounts payable processing, accounts receivable management, general ledger maintenance and posting, monthly financial close and reporting, and bank and general ledger account reconciliation support. Provider shall coordinate with Steven Halderman, Controller (or his successor), in connection with the delivery of these services and shall provide such cooperation and assistance as may be reasonably necessary to enable Recipient to transition to its own accounting systems, processes, and personnel.

Section 2.3 Standard of Performance.

(a) Provider shall perform the Services with the same degree of care, skill, and diligence as Provider employed in providing such services for the Business prior to the Closing Date, and in no event with less than the degree of care, skill, and diligence that a reasonably prudent person would exercise under the same or similar circumstances.

(b) Provider shall comply with all applicable laws, rules, regulations, and governmental orders in connection with the performance of the Services, including all applicable federal, state, and local employment, tax, data privacy, data security, and consumer protection laws.

(c) Specific Service Levels for each Service category are set forth in Schedule B attached hereto. Provider shall use commercially reasonable efforts to meet or exceed such Service Levels. In the event of a material failure by Provider to meet any Service Level, Provider shall promptly notify Recipient's Service Coordinator and shall use commercially reasonable efforts to remedy such failure as soon as reasonably practicable. Persistent or repeated failures to meet Service Levels shall be subject to the escalation procedures set forth in Section 6.2.

Section 2.4 Excluded Services; Limitations.

(a) Provider's obligation to provide Services under this Agreement is limited solely and exclusively to the Services expressly described in Schedule A (as such Schedule may be amended in accordance with Section 2.5). Provider shall have no obligation to provide any service, function, or support not described in Schedule A.

(b) Notwithstanding anything to the contrary in this Agreement, Provider shall not be obligated to: (i) hire additional employees or engage additional independent contractors or subcontractors; (ii) maintain the capacity of its systems, infrastructure, or personnel at levels beyond those existing as of the Closing Date; (iii) purchase, lease, or license any additional equipment, software, technology, or other resources; or (iv) make any capital expenditures, in each case solely for the purpose of providing the Services, unless otherwise agreed to in a writing signed by both Parties specifying the scope and cost of such additional resources.

(c) Provider shall not be required to provide any Service to the extent that the provision of such Service would (i) violate any applicable law, rule, or regulation, (ii) result in a breach of any contract, license, or other agreement between Provider and any third party, or (iii) conflict with Provider's own internal policies regarding data security, information technology governance, compliance, or ethics, in each case as such policies exist as of the Closing Date and as may be reasonably updated from time to time. In the event Provider determines that it is unable to provide any Service or portion thereof by reason of this Section 2.4(c), Provider shall promptly notify Recipient and the Parties shall cooperate in good faith to identify and implement a commercially reasonable alternative arrangement for the delivery of such Service or an equivalent service.

(d) The Services are provided solely for use in connection with the operation of the Business as conducted as of the Closing Date and as reasonably contemplated by the APA. Recipient shall not use the Services, or any component thereof, for any other business, venture, or purpose, including any business acquired or developed by Recipient after the Closing Date that is not part of the Business. Any use of the Services by Recipient in violation of this Section 2.4(d) shall constitute a material breach of this Agreement.

Section 2.5 Additional Services.

(a) From time to time during the Service Term, Recipient may request that Provider provide additional transitional services not described in Schedule A by delivering a written request to Provider's Service Coordinator. Such request shall describe in reasonable detail the nature and scope of the requested additional service, the desired commencement date and duration, and any other relevant specifications.

(b) Provider shall consider any such request in good faith and shall respond to Recipient in writing within ten (10) business days after receipt of such request, indicating whether Provider is willing to provide the requested additional service and, if so, proposing the applicable service level, fee (calculated on the same cost-plus basis as the other Services), and term.

(c) Provider shall have no obligation to provide any additional service requested by Recipient under this Section 2.5. If Provider agrees to provide any additional service, the Parties shall execute a written amendment to Schedule A (and, as applicable, Schedule B and Schedule C) describing the additional service in reasonable detail, the applicable service level, fee, commencement date, and term. No additional service shall be deemed a Service under this Agreement until such written amendment has been duly executed by both Parties.

Section 2.6 Service Coordinators.

(a) Within five (5) business days after the Closing Date, each Party shall designate a Service Coordinator to serve as such Party's primary point of contact for the day-to-day management, coordination, communication, and oversight of the Services. The initial Service Coordinators shall be:

(i) Provider's Service Coordinator: Steven Halderman, Controller, Cascade Retail Holdings Inc., or such other individual as Provider may designate in accordance with this Section 2.6.

(ii) Recipient's Service Coordinator: Adriana Beltrán, Operating Partner, Ridgeline Consumer Partners LLC, or such other individual as Recipient may designate in accordance with this Section 2.6.

(b) The Service Coordinators shall serve as the primary points of contact between the Parties for all matters relating to the Services, including the scheduling and coordination of Services, the identification and resolution of issues or concerns, the review of monthly service performance reports, and the planning and execution of transition and migration activities.

(c) Either Party may replace its Service Coordinator at any time by providing not less than ten (10) business days' prior written notice to the other Party, specifying the name, title, and contact information of the replacement Service Coordinator. Each Party shall ensure that its Service Coordinator (and any replacement thereof) is a qualified individual with sufficient authority, knowledge, and availability to fulfill the responsibilities contemplated by this Agreement.

Section 2.7 Cooperation; Access.

(a) Recipient shall cooperate with Provider and shall provide such information, data, access to systems and facilities, and other assistance as may be reasonably necessary for Provider to perform the Services in accordance with this Agreement. Without limiting the foregoing, Recipient shall respond promptly to Provider's reasonable requests for information, approvals, and decisions necessary for the performance of the Services, and shall make available appropriate Recipient personnel for coordination and collaboration with Provider Personnel.

(b) Provider shall provide Recipient with reasonable access to Provider Personnel who are performing the Services, during normal business hours and upon reasonable advance notice, for purposes of oversight, coordination, and transition planning. Provider shall also make available appropriate Provider Personnel for knowledge transfer sessions, training, and consultation as reasonably requested by Recipient in connection with Recipient's migration and transition activities.

(c) Each Party shall act in good faith and use commercially reasonable efforts to facilitate the orderly and timely transition of the Services to Recipient or Recipient's replacement service providers. Neither Party shall take any action, or fail to take any action, that is intended to, or that could reasonably be expected to, delay, impede, or frustrate the transition of the Services.

ARTICLE III — TERM AND TERMINATION

Section 3.1 Initial Term. The Services shall commence on the Closing Date and shall continue in effect for a period of twelve (12) months thereafter (the "Initial Term"), unless earlier terminated in accordance with this Article III. The estimated commencement date of the Initial Term is July 18, 2025, and the estimated expiration date of the Initial Term is July 18, 2026.

Section 3.2 Extension Terms.

(a) Recipient shall have the right, at its sole election, to extend the Service Term beyond the Initial Term for up to two (2) additional consecutive periods of three (3) months each (each such period, an "Extension Term"). Recipient shall exercise its right to extend the Service Term by delivering written notice to Provider not less than thirty (30) days prior to the expiration of the then-current Service Term (whether the Initial Term or the first Extension Term, as applicable). If Recipient does not deliver timely notice of extension, the Service Term shall expire at the end of the then-current term without further action by either Party.

(b) The maximum total Service Term under this Agreement, inclusive of the Initial Term and both Extension Terms, shall be eighteen (18) months from the Closing Date (estimated maximum expiration: January 18, 2027).

(c) During any Extension Term, all terms and conditions of this Agreement shall continue to apply in full force and effect, except that the Cost-Plus Markup applicable to the Service Fees during any Extension Term shall be ten percent (10%) (increased from the five percent (5%) Cost-Plus Markup applicable during the Initial Term), reflecting the additional resource commitment, operational burden, and disruption to Provider's operations resulting from the continued provision of Services beyond the Initial Term.

Section 3.3 Termination of Individual Services.

(a) Recipient may terminate any individual Service (or any discrete component of a Service as identified in Schedule A) at any time during the Service Term upon not less than thirty (30) days' prior written notice to Provider, specifying the Service (or component thereof) to be terminated and the effective date of such termination.

(b) Upon the effective date of termination of any individual Service, the Service Fees attributable to such terminated Service shall cease to accrue, and the Service Fee for the calendar month in which such termination becomes effective shall be prorated based on the number of days in such month during which the terminated Service was provided.

(c) The termination of any individual Service pursuant to this Section 3.3 shall not affect the continued provision of any other Service under this Agreement and shall not constitute a termination of this Agreement. Following the termination of an individual Service, all remaining provisions of this Agreement shall continue in full force and effect with respect to the other Services.

Section 3.4 Termination of All Services. Recipient may terminate all Services under this Agreement at any time during the Service Term upon not less than sixty (60) days' prior written notice to Provider. Upon the effective date of such termination, this Agreement shall terminate in its entirety, except for those provisions that by their nature or express terms are intended to survive termination, including the provisions identified in Section 3.6(c).

Section 3.5 Termination for Cause.

(a) Either Party may terminate this Agreement in its entirety (or, at the non-breaching Party's election, any individual Service affected by the applicable breach or event) immediately upon written notice to the other Party if the other Party:

(i) materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from the non-breaching Party specifying the nature of the breach in reasonable detail; or

(ii) (A) becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, (B) makes a general assignment for the benefit of its creditors, (C) has a receiver, trustee, custodian, or similar official appointed for it or for a substantial part of its property, or (D) is unable to, or admits in writing its inability to, pay its debts as they become due.

(b) In addition to its rights under Section 3.5(a), Provider may suspend the provision of any or all Services immediately upon written notice to Recipient if Recipient fails to pay any undisputed Service Fee within fifteen (15) days after the applicable due date set forth in Section 4.3; provided, however, that Provider shall not exercise its right of suspension under this Section 3.5(b) if Recipient has disputed the applicable Service Fee in good faith in accordance with Section 4.3(c) and has paid all undisputed amounts when due. Any suspension of Services under this Section 3.5(b) shall not constitute a termination of this Agreement, and Provider shall promptly resume the provision of the suspended Services upon receipt of all past-due undisputed amounts, together with any accrued interest thereon.

Section 3.6 Effect of Termination; Wind-Down.

(a) Upon the termination or expiration of this Agreement (whether in whole or as to any individual Service), Provider shall cooperate with Recipient in good faith to effect an orderly transition of the terminated or expired Service(s) to Recipient or to Recipient's designated replacement service provider(s). Such cooperation shall include reasonable wind-down assistance, data migration support, knowledge transfer, and other transition activities.

(b) Provider shall provide reasonable wind-down assistance for a period of up to thirty (30) days following the effective date of termination or expiration (the "Wind-Down Period"), at Provider's actual allocated cost plus a five percent (5%) Cost-Plus Markup, unless the Parties agree otherwise in writing. During the Wind-Down Period, Provider shall continue to make available appropriate Provider Personnel and systems resources to facilitate the orderly wind-down and transition of the terminated or expired Services.

(c) The following provisions shall survive the expiration or termination of this Agreement for any reason: Article I (Definitions, to the extent necessary to interpret surviving provisions); Article V (Confidentiality and Data Security); Article VII (Indemnification); Article VIII (Limitation of Liability); Section 3.6 (Effect of Termination; Wind-Down); Section 4.3 (Payment Terms, with respect to any accrued and unpaid Service Fees); Section 4.5 (Audit Rights); Section 6.2 (Escalation Procedures, with respect to any disputes arising prior to or in connection with termination); and Article XII (Miscellaneous).

Section 3.7 Migration Support.

(a) Throughout the Service Term, Provider shall provide reasonable cooperation and assistance to Recipient in connection with Recipient's efforts to migrate the Services to Recipient's own systems, infrastructure, and personnel, or to third-party service providers selected by Recipient. Such cooperation and assistance shall include, without limitation:

(i) providing data exports and extracts of Recipient Data in commercially reasonable formats (e.g., CSV, XML, SQL, or other standard formats) as reasonably requested by Recipient;

(ii) answering technical questions from Recipient's information technology personnel or Recipient's third-party vendors and service providers regarding the systems, configurations, interfaces, and processes used in connection with the Services;

(iii) facilitating knowledge transfer sessions, including walkthroughs of processes, system configurations, and operating procedures, at mutually agreeable times during normal business hours; and

(iv) providing reasonable documentation of the systems, processes, and procedures used in connection with each Service, to the extent such documentation exists and is reasonably available.

(b) Migration support described in Section 3.7(a) shall be provided at no additional charge during the Service Term (other than as included in the Service Fees for the applicable Services). Any extraordinary migration assistance requested by Recipient and agreed to by Provider — including, by way of example, custom data transformation or conversion projects, development of custom interfaces or integrations, or the commitment of dedicated Provider Personnel for extended periods — shall be billed at Provider's actual allocated cost plus a five percent (5%) markup, and the scope and estimated cost of such extraordinary assistance shall be agreed upon in writing by the Parties before the work commences.

ARTICLE IV — SERVICE FEES AND PAYMENT

Section 4.1 Service Fees.

(a) In consideration of the provision of the Services, Recipient shall pay Provider the Service Fees calculated in accordance with this Article IV and Schedule C. The Service Fees for each Service shall be equal to Provider's actual allocated cost of providing such Service (determined in accordance with the cost allocation methodology set forth in Schedule C), plus the applicable Cost-Plus Markup. During the Initial Term, the Cost-Plus Markup shall be five percent (5%). During any Extension Term, the Cost-Plus Markup shall be ten percent (10%), as set forth in Section 3.2(c) and Section 4.6.

(b) The estimated aggregate monthly Service Fee for all Services during the Initial Term is approximately One Hundred Eighty-Five Thousand Dollars ($185,000) per month, which yields an estimated aggregate Service Fee for the full twelve (12) month Initial Term of approximately Two Million Two Hundred Twenty Thousand Dollars ($2,220,000). The foregoing estimates are provided for informational purposes only and are subject to adjustment based on Provider's actual allocated costs incurred in providing the Services during each month, as determined in accordance with Schedule C. The actual Service Fees payable by Recipient may be higher or lower than the estimated amounts set forth herein.

(c) Schedule C attached hereto sets forth the methodology for allocating Provider's costs to the Services, including the treatment of direct labor costs, system and technology costs, overhead allocation, and third-party vendor costs. All third-party vendor costs directly attributable to the Services shall be passed through to Recipient at cost (without markup), and the Cost-Plus Markup shall be applied only to Provider's internal allocated costs.

Section 4.2 Invoicing.

(a) Provider shall deliver to Recipient a monthly invoice within fifteen (15) business days after the end of each calendar month during the Service Term, setting forth in reasonable detail: (i) a description of the Services provided during such month; (ii) the allocated costs for each Service category; (iii) the applicable Cost-Plus Markup; (iv) any third-party vendor costs passed through to Recipient; and (v) the total Service Fee for such month.

(b) Each invoice shall be accompanied by reasonable supporting documentation sufficient to enable Recipient to verify the calculation of the Service Fees, including, at a minimum, a summary of hours incurred by Provider Personnel (to the extent the allocated cost is based on time spent), a description of any third-party vendor charges, and a breakdown of the overhead allocation applied to each Service category.

Section 4.3 Payment Terms.

(a) Recipient shall pay each undisputed invoice within thirty (30) days after receipt of such invoice by wire transfer of immediately available funds to a bank account designated by Provider in writing. Provider shall provide Recipient with wire transfer instructions, including bank name, ABA routing number, account number, and account name, within five (5) business days after the Closing Date.

(b) Any payment of Service Fees not received by Provider by the applicable due date shall bear interest from the due date until the date of actual payment at the lesser of (i) one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) and (ii) the maximum rate of interest permitted by applicable law, compounding monthly.

(c) Recipient may withhold payment of any portion of an invoice that Recipient disputes in good faith, provided that (i) Recipient pays all undisputed amounts of such invoice in full when due in accordance with Section 4.3(a), and (ii) Recipient provides Provider with written notice of the disputed amount, the specific line items or charges in dispute, and the basis for the dispute, in each case within fifteen (15) days after receipt of the applicable invoice. The Parties shall use commercially reasonable efforts to resolve any such billing dispute promptly through the Service Coordinators and, if necessary, through the escalation procedures set forth in Section 6.2. Upon resolution of any billing dispute, the Party owing a net payment to the other Party shall pay such amount within ten (10) business days after the date of resolution, together with interest accrued thereon at the rate set forth in Section 4.3(b) from the original due date.

Section 4.4 Taxes.

(a) All Service Fees are stated exclusive of, and Recipient shall be responsible for, all applicable sales, use, value-added, goods and services, excise, and similar transactional taxes imposed on or in connection with the Services by any federal, state, local, or foreign taxing authority (collectively, "Transactional Taxes"). For the avoidance of doubt, Recipient shall not be responsible for taxes imposed on or measured by Provider's net income, gross receipts, franchise, capital, or similar taxes.

(b) Provider shall separately identify and invoice Recipient for any applicable Transactional Taxes on each monthly invoice, and Recipient shall pay such Transactional Taxes in accordance with the payment terms set forth in Section 4.3.

(c) If Recipient claims a valid exemption from any Transactional Tax, Recipient shall provide Provider with a properly completed exemption certificate or other documentation reasonably required by Provider. Upon receipt of such documentation, Provider shall not collect the applicable Transactional Tax from Recipient.

Section 4.5 Audit Rights.

(a) During the Service Term and for a period of twelve (12) months following the expiration or termination of this Agreement, Recipient shall have the right, at Recipient's sole cost and expense, to audit Provider's books, records, and supporting documentation relating to the calculation of the Service Fees, subject to the following conditions: (i) Recipient shall provide Provider with not less than fifteen (15) business days' prior written notice of its intention to conduct an audit; (ii) Recipient may conduct no more than one (1) audit in any twelve (12) month period; (iii) any audit shall be conducted during normal business hours at Provider's offices and in a manner that does not unreasonably interfere with Provider's business operations; and (iv) any audit shall be conducted by Recipient's internal personnel or by an independent third-party auditor reasonably acceptable to Provider, and any such auditor shall execute a confidentiality agreement in form and substance reasonably acceptable to Provider prior to commencing the audit.

(b) Provider shall cooperate with any audit conducted pursuant to this Section 4.5 and shall make available to Recipient (or its auditor) such books, records, work papers, and supporting documentation as may be reasonably requested in connection with the audit.

(c) If any audit conducted pursuant to this Section 4.5 reveals that Recipient has been overcharged by more than five percent (5%) for any calendar month, Provider shall promptly refund the full amount of the overcharge to Recipient (together with interest thereon at the rate set forth in Section 4.3(b) from the date of the overpayment) and shall reimburse Recipient for the reasonable out-of-pocket costs incurred by Recipient in connection with such audit. If the audit reveals an overcharge of five percent (5%) or less, Provider shall promptly refund the amount of the overcharge, but shall not be obligated to reimburse Recipient for the costs of the audit.

Section 4.6 Extension Term Pricing. During any Extension Term, the Cost-Plus Markup shall increase from five percent (5%) to ten percent (10%), reflecting the additional resource commitment, operational burden, and disruption to Provider's ongoing business operations resulting from the continued provision of Services beyond the Initial Term. All other provisions of this Article IV (including invoicing, payment terms, tax, and audit provisions) shall continue to apply during any Extension Term without modification.

ARTICLE V — CONFIDENTIALITY AND DATA SECURITY

Section 5.1 Confidentiality Obligations.

(a) Each Party (as a "Receiving Party") shall hold in strict confidence all Confidential Information of the other Party (as a "Disclosing Party") received or obtained in connection with this Agreement and the Services, and shall not disclose, publish, or otherwise disseminate any such Confidential Information to any third party without the prior written consent of the Disclosing Party.

(b) Notwithstanding Section 5.1(a), a Receiving Party may disclose Confidential Information of the Disclosing Party to those of its employees, officers, directors, managers, members, partners, agents, advisors (including attorneys, accountants, and financial advisors), and contractors who have a legitimate need to know such Confidential Information in connection with the Services or the transactions contemplated by this Agreement, provided that such recipients are bound by confidentiality obligations no less protective than those set forth in this Article V. The Receiving Party shall be responsible for any breach of this Article V by any such recipient.

(c) The obligations of this Section 5.1 shall not apply to Confidential Information that: (i) is or becomes publicly available other than through any act or omission of the Receiving Party or its representatives in violation of this Agreement; (ii) was already in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (iii) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records; or (iv) is lawfully received by the Receiving Party from a third party that is not under any obligation of confidentiality with respect to such information.

(d) If a Receiving Party is compelled by applicable law, regulation, legal process, or governmental order to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall (to the extent legally permitted) provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. If no protective order or other remedy is obtained, the Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed and shall use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information.

Section 5.2 Data Security.

(a) Provider shall implement and maintain, throughout the Service Term and any Wind-Down Period, commercially reasonable administrative, technical, and physical safeguards designed to protect Recipient Data from unauthorized access, use, disclosure, alteration, loss, or destruction. Such safeguards shall be no less protective than the safeguards Provider employs for its own similar confidential and sensitive data and shall be consistent with industry standards and best practices for the protection of data of a similar nature and sensitivity.

(b) Without limiting the generality of Section 5.2(a), Provider's data security measures shall comply with all applicable data protection and privacy laws, rules, and regulations, including the Oregon Consumer Information Protection Act (ORS 646A.600 et seq.) and the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 et seq., as amended by the California Privacy Rights Act) (collectively, "Applicable Data Protection Laws"). Provider shall implement and maintain security measures reasonably designed to address the requirements of Applicable Data Protection Laws, including encryption of data at rest and in transit, access controls, multi-factor authentication for administrative access, intrusion detection and prevention systems, and regular vulnerability assessments and penetration testing.

(c) Provider shall promptly notify Recipient (and in no event later than seventy-two (72) hours after discovery) of any actual or reasonably suspected data breach, security incident, or unauthorized access to, use of, disclosure of, alteration of, or destruction of Recipient Data (each, a "Security Incident"). Such notice shall include, to the extent known: (i) a description of the nature and scope of the Security Incident; (ii) the categories and approximate number of records affected; (iii) the steps taken or proposed to be taken by Provider to investigate, contain, and remediate the Security Incident; and (iv) the name and contact information of Provider's designated point of contact for the Security Incident. Provider shall cooperate fully with Recipient in the investigation, containment, and remediation of any Security Incident and shall take all steps reasonably necessary to mitigate the effects thereof.

Section 5.3 Recipient Data Ownership.

(a) All Recipient Data is and shall remain the sole and exclusive property of Recipient. Nothing in this Agreement shall be construed to transfer, assign, or grant to Provider any right, title, or interest in or to any Recipient Data. Provider acknowledges that it processes and stores Recipient Data solely as a service provider to Recipient and solely in connection with the performance of the Services.

(b) Provider shall not use Recipient Data for any purpose other than performing the Services as expressly contemplated by this Agreement, and shall not sell, rent, lease, disclose, or otherwise make available Recipient Data to any third party except as strictly necessary to perform the Services or as required by applicable law, regulation, or legal process (subject to the notice requirements of Section 5.1(d)).

(c) Upon the termination or expiration of this Agreement (including the expiration of any Wind-Down Period), Provider shall, at Recipient's election and as directed by Recipient in writing: (i) return all Recipient Data in Provider's possession or control to Recipient in a commercially reasonable format and medium specified by Recipient; or (ii) securely destroy all Recipient Data in Provider's possession or control using industry-standard data destruction methods. Provider shall complete such return or destruction within thirty (30) days after the effective date of termination or expiration and shall provide Recipient with a written certification, signed by an authorized officer of Provider, confirming that all Recipient Data has been returned or securely destroyed in accordance with this Section 5.3(c). Notwithstanding the foregoing, Provider may retain copies of Recipient Data to the extent required by applicable law, regulation, or Provider's document retention policies, provided that such retained copies shall remain subject to the confidentiality and data security obligations of this Article V.

Section 5.4 Compliance with Laws. Each Party shall comply with all applicable federal, state, and local laws, rules, regulations, and governmental orders relating to data privacy, data security, and the protection of personal information in connection with the Services and the performance of its obligations under this Agreement. Without limiting the foregoing, each Party shall comply with the Oregon Consumer Information Protection Act, the California Consumer Privacy Act (as amended by the California Privacy Rights Act), and all other Applicable Data Protection Laws to the extent applicable to such Party's activities under this Agreement.

Section 5.5 Survival of Confidentiality Obligations. The obligations of this Article V shall survive the expiration or termination of this Agreement for a period of three (3) years following the date of such expiration or termination; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, the obligations of this Article V shall survive for so long as such information retains its trade secret status under applicable law.

ARTICLE VI — GOVERNANCE AND ESCALATION

Section 6.1 Service Coordination; Reporting.

(a) The Service Coordinators shall hold regular status meetings at least bi-weekly (or more frequently as reasonably requested by either Party) to review the status of the Services, discuss and address any issues, concerns, or service quality matters, coordinate transition and migration planning activities, and review upcoming milestones and deliverables. Such meetings may be held in person or by teleconference or videoconference, as mutually agreed by the Service Coordinators. Each Service Coordinator shall prepare and distribute a brief written agenda prior to each meeting and shall ensure that appropriate subject matter experts from their respective organizations are available to participate as needed.

(b) Provider shall deliver to Recipient a monthly service performance report, substantially in the form of Schedule D attached hereto, within ten (10) business days after the end of each calendar month during the Service Term. Each monthly service performance report shall include, at a minimum: (i) a summary of the Services provided during the applicable month for each Service category; (ii) performance metrics for each Service category compared against the applicable Service Levels set forth in Schedule B; (iii) a description of any Service Level deviations or failures, together with root cause analysis and corrective action plans; (iv) a summary of all open issues, escalations, and their current status and expected resolution dates; (v) a status report on migration and transition activities, including progress against any agreed-upon migration timeline; and (vi) a financial summary of the Service Fees incurred during the applicable month by Service category.

Section 6.2 Escalation Procedures. Any disputes, issues, service failures, or other matters arising under or relating to this Agreement that cannot be resolved through routine communication between the Service Coordinators shall be subject to the following escalation procedures:

Level 1 — Service Coordinators. The matter shall first be raised with the Service Coordinators, who shall use good faith efforts to resolve the matter within five (5) business days after the matter is first raised. The Service Coordinators shall promptly communicate with one another regarding the nature and scope of the matter and shall explore potential resolutions.

Level 2 — Senior Management. If the Service Coordinators are unable to resolve the matter within the time period specified above, either Service Coordinator may escalate the matter in writing to the following senior management representatives:

For Provider: James Yoon, SVP, Corporate Development, Cascade Retail Holdings Inc.

For Recipient: Russell Ingram, CFO, Ridgeline Consumer Partners LLC

The senior management representatives shall confer (in person, by telephone, or by videoconference) and shall use good faith efforts to resolve the matter within ten (10) business days after the matter is escalated to them.

Level 3 — Executive Escalation. If the senior management representatives are unable to resolve the matter within the time period specified above, either Party may escalate the matter in writing to the following executive representatives:

For Provider: Derek Pruitt, CFO, Cascade Retail Holdings Inc.

For Recipient: Thomas Weatherford, Managing Partner, Ridgeline Consumer Partners LLC

The executive representatives shall confer (in person, by telephone, or by videoconference) and shall use good faith efforts to resolve the matter within ten (10) business days after the matter is escalated to them.

Notwithstanding the foregoing, pending the resolution of any dispute through the escalation procedures set forth in this Section 6.2, Provider shall continue to provide the Services in accordance with this Agreement and shall not suspend, reduce, or otherwise modify the provision of any Service, except to the extent Provider is exercising its rights under Section 3.5. Nothing in this Section 6.2 shall prevent either Party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm or to enforce the provisions of Article V.

Section 6.3 Change Requests.

(a) Either Party may propose changes to the scope, schedule, specifications, or other terms of any Service by submitting a written change request to the other Party's Service Coordinator. Each change request shall describe in reasonable detail the proposed change, the reason for the change, the anticipated impact on the applicable Service Level(s) and Service Fee(s), and the proposed effective date.

(b) The receiving Party shall review each change request in good faith and shall respond in writing within ten (10) business days after receipt, indicating whether it accepts, rejects, or proposes modifications to the change request.

(c) No change to any Service shall be effective unless and until agreed to in writing by both Parties (which may be in the form of an email exchange between the Service Coordinators, confirmed in writing), including any adjustment to the applicable Service Level(s), Service Fee(s), or other terms of this Agreement resulting from such change.

ARTICLE VII — INDEMNIFICATION

Section 7.1 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Recipient and its affiliates, and their respective officers, directors, managers, members, employees, agents, successors, and permitted assigns (collectively, the "Recipient Indemnified Parties"), from and against any and all losses, damages, liabilities, claims, demands, actions, suits, proceedings, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and costs of investigation and litigation) (collectively, "Losses") arising out of or resulting from:

(a) the gross negligence or willful misconduct of Provider or any Provider Personnel in connection with the performance or non-performance of the Services;

(b) any material breach by Provider of any representation, warranty, covenant, or obligation under this Agreement;

(c) any violation of applicable law, rule, or regulation by Provider or any Provider Personnel in connection with the performance of the Services; or

(d) any breach by Provider of the confidentiality or data security obligations set forth in Article V, including any Security Incident resulting from Provider's failure to maintain the data security measures required by Section 5.2.

Section 7.2 Recipient Indemnification. Recipient shall indemnify, defend, and hold harmless Provider and its affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Provider Indemnified Parties"), from and against any and all Losses arising out of or resulting from:

(a) the gross negligence or willful misconduct of Recipient or any of its employees, agents, or contractors in connection with this Agreement;

(b) any material breach by Recipient of any representation, warranty, covenant, or obligation under this Agreement;

(c) any violation of applicable law, rule, or regulation by Recipient or any of its employees, agents, or contractors in connection with this Agreement; or

(d) Recipient's use of the Services for any purpose other than in connection with the operation of the Business as contemplated by this Agreement and the APA.

Section 7.3 Indemnification Procedures.

(a) Notice of Claim. The Party seeking indemnification (the "Indemnified Party") shall provide prompt written notice to the Party from which indemnification is sought (the "Indemnifying Party") of any claim, demand, action, or proceeding for which indemnification is sought under this Article VII (a "Claim"), including a description of the Claim in reasonable detail, the basis for the indemnification obligation, and the estimated amount of Losses (to the extent known or reasonably estimable). The failure of the Indemnified Party to provide prompt notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is actually and materially prejudiced by such failure.

(b) Defense of Third-Party Claims. With respect to any Claim asserted by a third party against an Indemnified Party (a "Third-Party Claim"), the Indemnifying Party shall have the right, at its sole cost and expense, to assume and control the defense of such Third-Party Claim by written notice to the Indemnified Party within thirty (30) days after receipt of the notice described in Section 7.3(a), using counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall have the right to participate in the defense at its own expense and with its own counsel. If the Indemnifying Party does not timely assume the defense of a Third-Party Claim, the Indemnified Party may defend such Third-Party Claim at the Indemnifying Party's expense.

(c) Settlement. The Indemnifying Party shall not settle, compromise, or consent to the entry of any judgment with respect to any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed), unless such settlement (i) involves only the payment of monetary damages by the Indemnifying Party, (ii) includes a full and unconditional release of the Indemnified Party from all liability with respect to the Third-Party Claim, and (iii) does not impose any non-monetary obligation or restriction on the Indemnified Party.

(d) Cooperation. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the investigation, defense, and settlement of any Third-Party Claim, including by making available relevant documents, records, and personnel, at the Indemnifying Party's reasonable request and expense.

Section 7.4 Relationship to APA Indemnification. The indemnification obligations of the Parties under this Agreement are independent of, and in addition to, the indemnification obligations of the Parties under the APA and the other Transaction Documents. Nothing in this Agreement shall limit, modify, or otherwise affect the Parties' respective rights or obligations under the APA, including the indemnification, deductible basket, aggregate cap, escrow, and survival provisions thereof. In the event of any overlap between the indemnification obligations under this Agreement and the indemnification obligations under the APA, the Indemnified Party shall not be entitled to duplicative recovery for the same Losses.

ARTICLE VIII — LIMITATION OF LIABILITY

Section 8.1 Limitation on Damages. EXCEPT IN THE CASE OF A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF ARTICLE V (CONFIDENTIALITY AND DATA SECURITY), OR INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD-PARTY CLAIMS UNDER ARTICLE VII, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA (OTHER THAN THE COST OF RECOVERING OR RECONSTRUCTING SUCH DATA), LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 8.2 Aggregate Liability Cap. EXCEPT IN THE CASE OF A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ARTICLE V (CONFIDENTIALITY AND DATA SECURITY), PROVIDER'S AGGREGATE LIABILITY TO RECIPIENT AND ALL RECIPIENT INDEMNIFIED PARTIES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE SERVICE FEES ACTUALLY PAID AND PAYABLE BY RECIPIENT TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY (ESTIMATED AT APPROXIMATELY TWO

TRANSITION SERVICES AGREEMENT
by and between
CASCADE RETAIL HOLDINGS INC.
and
RIDGELINE CONSUMER PARTNERS LLC
Dated as of [●], 2025
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TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT (this "Agreement") is made and entered into as of [●], 2025 (the "Effective Date"), by and between Cascade Retail Holdings Inc., a Delaware corporation ("Provider" or "Cascade"), with its principal office at 4200 Elliott Avenue West, Suite 1500, Seattle, WA 98119, and Ridgeline Consumer Partners LLC, a Delaware limited liability company ("Recipient" or "Ridgeline"), with its principal office at 900 SW Fifth Avenue, Suite 2600, Portland, OR 97204. Provider and Recipient are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Provider, EverGreen Market Co. LLC, a Delaware limited liability company and wholly owned subsidiary of Provider ("EverGreen" or "EMC"), and Recipient have entered into that certain Asset Purchase Agreement, dated as of June 13, 2025 (the "APA"), pursuant to which Provider and EverGreen are selling substantially all of the assets of the EverGreen Market business to Recipient for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000);
WHEREAS, the EverGreen Market business consists of the operation 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 (the "Distribution Center");
WHEREAS, prior to the Closing (as defined in the APA), the EverGreen Market business utilized certain shared services provided by Provider, including information technology infrastructure and systems hosting, payroll processing, treasury and cash management, procurement platform access, and general accounting support;
WHEREAS, in connection with the transactions contemplated by the APA, and to facilitate the orderly transition of the Business (as defined below) to Recipient, Provider has agreed to provide, and Recipient has agreed to receive, certain transitional services on the terms and conditions set forth herein;
WHEREAS, this Agreement is being entered into pursuant to Section 7.14 of the APA, and delivery of this executed Agreement by each of the Parties is a condition to the obligations of the Parties to consummate the Closing under the APA; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and the transactions contemplated by the APA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby 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:
"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 EverGreen Market business, as such term is defined in the APA, consisting of the operation of thirty-four (34) natural and organic grocery store locations and one distribution center, together with the assets, liabilities, contracts, and operations associated therewith, as more particularly described in the APA.
"Closing Date" means the Closing Date as defined in the APA, which is the date on which the closing of the transactions contemplated by the APA occurs (estimated to be July 18, 2025).
"Confidential Information" means all non-public, proprietary, or confidential information of either Party disclosed to or obtained by the other Party in connection with this Agreement or the Services, including trade secrets, business plans, strategies, customer data, employee data, financial information, technical information, pricing information, marketing plans, supplier and vendor information, and any other information that is identified as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be treated as confidential. Confidential Information shall include Recipient Data and any information relating to the internal operations, systems, or processes of Provider to the extent disclosed in connection with the Services.
"Cost-Plus Markup" means (a) five percent (5%) during the Initial Term and any Wind-Down Period, and (b) ten percent (10%) during any Extension Term, in each case applied to Provider's actual allocated cost of providing the applicable Services, as more particularly described in Article IV and Schedule C.
"Extension Term" means each additional three (3) month period by which the Service Term may be extended at Recipient's sole election pursuant to Section 3.2, with a maximum of two (2) Extension Terms.
"Force Majeure Event" means any event or circumstance beyond a Party's reasonable control, including acts of God, fire, flood, earthquake, hurricane, tornado, or other natural disaster; epidemic, pandemic, or public health emergency; war, invasion, armed conflict, act of terrorism, riot, civil unrest, or insurrection; governmental actions, orders, regulations, embargoes, or sanctions; cyberattacks, ransomware, or other malicious intrusions affecting information technology systems; failure of telecommunications infrastructure, power grids, or other public utilities; strikes, lockouts, or other labor disturbances (other than those involving the affected Party's own employees); and any other event or circumstance of a similar nature beyond the affected Party's reasonable control.
"Initial Term" means the twelve (12) month period commencing on the Closing Date and ending on the first anniversary of the Closing Date (estimated commencement: July 18, 2025; estimated expiration: July 18, 2026).
"Provider" means Cascade Retail Holdings Inc., a Delaware corporation.
"Provider Personnel" means the employees, agents, independent contractors, and subcontractors of Provider or its affiliates who perform or support any of the Services under this Agreement.
"Recipient" means Ridgeline Consumer Partners LLC, a Delaware limited liability company.
"Recipient Data" means all data owned by or relating to the Business that is processed, stored, transmitted, or otherwise handled by Provider or Provider Personnel in connection with the performance of the Services, including customer data (including personally identifiable information of customers), employee and human resources data (including personally identifiable information of employees), transaction data, point-of-sale data, financial data, inventory data, vendor data, and any other business data or information related to the Business.
"Service Coordinator" means the designated representative of each Party responsible for the day-to-day coordination, management, and oversight of the Services, as set forth in Section 2.6.
"Service Fees" means the fees payable by Recipient to Provider for the Services, calculated in accordance with Article IV, Schedule C, and the applicable Cost-Plus Markup.
"Service Level" means the performance standards, service levels, response times, and other metrics applicable to each Service, as described in Schedule B attached hereto.
"Service Term" means the Initial Term, as the same may be extended by one or two Extension Terms in accordance with Section 3.2.
"Services" means the transitional services described in Article II and set forth in detail in Schedule A attached hereto, together with any additional services agreed upon by the Parties pursuant to Section 2.5.
"Transferred Employees" has the meaning ascribed to such term in the APA and refers to the approximately 1,850 employees of the Business (approximately 1,620 hourly employees and 230 salaried employees) who become employees of Recipient or its designee on the Closing Date.
"Wind-Down Period" has the meaning set forth in Section 3.6.
Section 1.2 Interpretation; APA Definitions.
(a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the APA. In the event of any conflict between a defined term in this Agreement and the same defined term in the APA, the definition set forth in this Agreement shall control for purposes of this Agreement.
(b) In this Agreement, unless the context otherwise requires: (i) the headings of the Articles, Sections, Schedules, and Exhibits are for convenience of reference only and shall not affect the interpretation of this Agreement; (ii) words importing the singular shall include the plural and vice versa; (iii) words importing any gender shall include all genders; (iv) the term "including" (and correlative terms such as "include" and "includes") means "including without limitation"; (v) references to any statute, rule, or regulation include any amendments, modifications, successor statutes, rules, or regulations thereto and all rules and regulations promulgated thereunder; (vi) references to any contract or agreement mean such contract or agreement as amended, modified, supplemented, or restated from time to time in accordance with its terms; (vii) references to any Person include such Person's successors and permitted assigns; (viii) references to "days" mean calendar days unless "business days" is expressly specified; (ix) references to "dollars" or "$" mean United States dollars; and (x) the words "hereof," "herein," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement.
ARTICLE II — SERVICES
Section 2.1 Provision of Services. Subject to the terms and conditions of this Agreement, Provider shall provide, or cause to be provided, the Services to Recipient during the Service Term. The Services are described in general terms in this Article II and are described in detail in Schedule A (Service Descriptions) attached hereto and incorporated herein by reference. Provider shall provide each Service in a manner generally consistent with the nature, quality, timeliness, and standard of care with which such Service was provided to or on behalf of the Business during the twelve (12) month period immediately prior to the Closing Date (the "Historical Service Standard"). Without limiting the foregoing, Provider shall use commercially reasonable efforts to make available sufficient qualified Provider Personnel with the requisite knowledge, skills, and experience to perform the Services in accordance with this Agreement.
Section 2.2 Description of Services Categories. The Services shall consist of the following categories, each as more fully described in the corresponding section of Schedule A:
(a) IT Infrastructure and Systems Hosting. Provider shall provide continued hosting, maintenance, and support of information technology systems and infrastructure used by the Business, including servers, network infrastructure, enterprise applications (including Provider's enterprise resource planning (ERP) system and related databases to the extent used by the Business), data storage, cybersecurity monitoring and threat management, email systems, and connectivity services for each of the thirty-four (34) store locations and the Distribution Center. The IT Infrastructure and Systems Hosting Service includes the continued provision of access to Cascade's ERP system and related databases solely to the extent such systems were used by the Business as of the Closing Date. For the avoidance of doubt, the point-of-sale and inventory management system licensed from Meridian Commerce Solutions Inc. (the "Meridian POS System") is not a Provider-hosted service and is subject to separate assignment or re-licensing pursuant to Section 2.8(c) of the APA; provided, however, that Provider shall use commercially reasonable efforts to facilitate Recipient's continued access to and use of the Meridian POS System during the Service Term to the extent such facilitation does not require Provider to incur material additional cost or liability.
(b) Payroll Processing. Provider shall process payroll for the Transferred Employees (approximately 1,850 employees, consisting of approximately 1,620 hourly employees and 230 salaried employees) through Provider's existing payroll platform. The Payroll Processing Service includes the calculation and timely remittance of all applicable federal, state (Oregon and California), and local payroll taxes, the preparation and distribution of pay stubs (electronic and/or paper as applicable), the processing of direct deposit payments and, where applicable, payroll checks, and the preparation and distribution of year-end tax reporting forms (Forms W-2) for wages paid during the applicable transition period. Provider shall coordinate with Recipient with respect to new hires, terminations, and other employee status changes during the Service Term.
(c) Treasury and Cash Management. Provider shall provide treasury and cash management services for the Business, including bank account administration (to the extent the Business continues to use Provider-administered bank accounts during the transition period), daily cash concentration and sweep operations, disbursement processing, and short-term liquidity management support sufficient to facilitate the Business's day-to-day operations during the transition period. Provider shall cooperate with Recipient in developing and implementing a transition plan for Recipient to establish its own banking relationships, treasury infrastructure, and cash management operations.
(d) Procurement Platform Access. Provider shall provide continued access to Provider's centralized procurement platform and vendor management systems for the ordering, tracking, receipt, and management of inventory, supplies, and other goods and services for the Business. This Service includes interfaces with key vendor and supplier contracts that have been assigned to or assumed by Recipient under the APA, including Clearfield Organics Distribution Co. (the Business's largest supplier, representing approximately eighteen percent (18%) of cost of goods sold) and other assigned vendor contracts. Provider shall provide reasonable support and cooperation to facilitate the transition of procurement operations to Recipient's own procurement systems and platforms.
(e) General Accounting Support. Provider shall provide general accounting services for the Business, including accounts payable processing, accounts receivable management, general ledger maintenance and posting, monthly financial close and reporting, and bank and general ledger account reconciliation support. Provider shall coordinate with Steven Halderman, Controller (or his successor), in connection with the delivery of these services and shall provide such cooperation and assistance as may be reasonably necessary to enable Recipient to transition to its own accounting systems, processes, and personnel.
Section 2.3 Standard of Performance.
(a) Provider shall perform the Services with the same degree of care, skill, and diligence as Provider employed in providing such services for the Business prior to the Closing Date, and in no event with less than the degree of care, skill, and diligence that a reasonably prudent person would exercise under the same or similar circumstances.
(b) Provider shall comply with all applicable laws, rules, regulations, and governmental orders in connection with the performance of the Services, including all applicable federal, state, and local employment, tax, data privacy, data security, and consumer protection laws.
(c) Specific Service Levels for each Service category are set forth in Schedule B attached hereto. Provider shall use commercially reasonable efforts to meet or exceed such Service Levels. In the event of a material failure by Provider to meet any Service Level, Provider shall promptly notify Recipient's Service Coordinator and shall use commercially reasonable efforts to remedy such failure as soon as reasonably practicable. Persistent or repeated failures to meet Service Levels shall be subject to the escalation procedures set forth in Section 6.2.
Section 2.4 Excluded Services; Limitations.
(a) Provider's obligation to provide Services under this Agreement is limited solely and exclusively to the Services expressly described in Schedule A (as such Schedule may be amended in accordance with Section 2.5). Provider shall have no obligation to provide any service, function, or support not described in Schedule A.
(b) Notwithstanding anything to the contrary in this Agreement, Provider shall not be obligated to: (i) hire additional employees or engage additional independent contractors or subcontractors; (ii) maintain the capacity of its systems, infrastructure, or personnel at levels beyond those existing as of the Closing Date; (iii) purchase, lease, or license any additional equipment, software, technology, or other resources; or (iv) make any capital expenditures, in each case solely for the purpose of providing the Services, unless otherwise agreed to in a writing signed by both Parties specifying the scope and cost of such additional resources.
(c) Provider shall not be required to provide any Service to the extent that the provision of such Service would (i) violate any applicable law, rule, or regulation, (ii) result in a breach of any contract, license, or other agreement between Provider and any third party, or (iii) conflict with Provider's own internal policies regarding data security, information technology governance, compliance, or ethics, in each case as such policies exist as of the Closing Date and as may be reasonably updated from time to time. In the event Provider determines that it is unable to provide any Service or portion thereof by reason of this Section 2.4(c), Provider shall promptly notify Recipient and the Parties shall cooperate in good faith to identify and implement a commercially reasonable alternative arrangement for the delivery of such Service or an equivalent service.
(d) The Services are provided solely for use in connection with the operation of the Business as conducted as of the Closing Date and as reasonably contemplated by the APA. Recipient shall not use the Services, or any component thereof, for any other business, venture, or purpose, including any business acquired or developed by Recipient after the Closing Date that is not part of the Business. Any use of the Services by Recipient in violation of this Section 2.4(d) shall constitute a material breach of this Agreement.
Section 2.5 Additional Services.
(a) From time to time during the Service Term, Recipient may request that Provider provide additional transitional services not described in Schedule A by delivering a written request to Provider's Service Coordinator. Such request shall describe in reasonable detail the nature and scope of the requested additional service, the desired commencement date and duration, and any other relevant specifications.
(b) Provider shall consider any such request in good faith and shall respond to Recipient in writing within ten (10) business days after receipt of such request, indicating whether Provider is willing to provide the requested additional service and, if so, proposing the applicable service level, fee (calculated on the same cost-plus basis as the other Services), and term.
(c) Provider shall have no obligation to provide any additional service requested by Recipient under this Section 2.5. If Provider agrees to provide any additional service, the Parties shall execute a written amendment to Schedule A (and, as applicable, Schedule B and Schedule C) describing the additional service in reasonable detail, the applicable service level, fee, commencement date, and term. No additional service shall be deemed a Service under this Agreement until such written amendment has been duly executed by both Parties.
Section 2.6 Service Coordinators.
(a) Within five (5) business days after the Closing Date, each Party shall designate a Service Coordinator to serve as such Party's primary point of contact for the day-to-day management, coordination, communication, and oversight of the Services. The initial Service Coordinators shall be:
(i) Provider's Service Coordinator: Steven Halderman, Controller, Cascade Retail Holdings Inc., or such other individual as Provider may designate in accordance with this Section 2.6.
(ii) Recipient's Service Coordinator: Adriana Beltrán, Operating Partner, Ridgeline Consumer Partners LLC, or such other individual as Recipient may designate in accordance with this Section 2.6.
(b) The Service Coordinators shall serve as the primary points of contact between the Parties for all matters relating to the Services, including the scheduling and coordination of Services, the identification and resolution of issues or concerns, the review of monthly service performance reports, and the planning and execution of transition and migration activities.
(c) Either Party may replace its Service Coordinator at any time by providing not less than ten (10) business days' prior written notice to the other Party, specifying the name, title, and contact information of the replacement Service Coordinator. Each Party shall ensure that its Service Coordinator (and any replacement thereof) is a qualified individual with sufficient authority, knowledge, and availability to fulfill the responsibilities contemplated by this Agreement.
Section 2.7 Cooperation; Access.
(a) Recipient shall cooperate with Provider and shall provide such information, data, access to systems and facilities, and other assistance as may be reasonably necessary for Provider to perform the Services in accordance with this Agreement. Without limiting the foregoing, Recipient shall respond promptly to Provider's reasonable requests for information, approvals, and decisions necessary for the performance of the Services, and shall make available appropriate Recipient personnel for coordination and collaboration with Provider Personnel.
(b) Provider shall provide Recipient with reasonable access to Provider Personnel who are performing the Services, during normal business hours and upon reasonable advance notice, for purposes of oversight, coordination, and transition planning. Provider shall also make available appropriate Provider Personnel for knowledge transfer sessions, training, and consultation as reasonably requested by Recipient in connection with Recipient's migration and transition activities.
(c) Each Party shall act in good faith and use commercially reasonable efforts to facilitate the orderly and timely transition of the Services to Recipient or Recipient's replacement service providers. Neither Party shall take any action, or fail to take any action, that is intended to, or that could reasonably be expected to, delay, impede, or frustrate the transition of the Services.
ARTICLE III — TERM AND TERMINATION
Section 3.1 Initial Term. The Services shall commence on the Closing Date and shall continue in effect for a period of twelve (12) months thereafter (the "Initial Term"), unless earlier terminated in accordance with this Article III. The estimated commencement date of the Initial Term is July 18, 2025, and the estimated expiration date of the Initial Term is July 18, 2026.
Section 3.2 Extension Terms.
(a) Recipient shall have the right, at its sole election, to extend the Service Term beyond the Initial Term for up to two (2) additional consecutive periods of three (3) months each (each such period, an "Extension Term"). Recipient shall exercise its right to extend the Service Term by delivering written notice to Provider not less than thirty (30) days prior to the expiration of the then-current Service Term (whether the Initial Term or the first Extension Term, as applicable). If Recipient does not deliver timely notice of extension, the Service Term shall expire at the end of the then-current term without further action by either Party.
(b) The maximum total Service Term under this Agreement, inclusive of the Initial Term and both Extension Terms, shall be eighteen (18) months from the Closing Date (estimated maximum expiration: January 18, 2027).
(c) During any Extension Term, all terms and conditions of this Agreement shall continue to apply in full force and effect, except that the Cost-Plus Markup applicable to the Service Fees during any Extension Term shall be ten percent (10%) (increased from the five percent (5%) Cost-Plus Markup applicable during the Initial Term), reflecting the additional resource commitment, operational burden, and disruption to Provider's operations resulting from the continued provision of Services beyond the Initial Term.
Section 3.3 Termination of Individual Services.
(a) Recipient may terminate any individual Service (or any discrete component of a Service as identified in Schedule A) at any time during the Service Term upon not less than thirty (30) days' prior written notice to Provider, specifying the Service (or component thereof) to be terminated and the effective date of such termination.
(b) Upon the effective date of termination of any individual Service, the Service Fees attributable to such terminated Service shall cease to accrue, and the Service Fee for the calendar month in which such termination becomes effective shall be prorated based on the number of days in such month during which the terminated Service was provided.
(c) The termination of any individual Service pursuant to this Section 3.3 shall not affect the continued provision of any other Service under this Agreement and shall not constitute a termination of this Agreement. Following the termination of an individual Service, all remaining provisions of this Agreement shall continue in full force and effect with respect to the other Services.
Section 3.4 Termination of All Services. Recipient may terminate all Services under this Agreement at any time during the Service Term upon not less than sixty (60) days' prior written notice to Provider. Upon the effective date of such termination, this Agreement shall terminate in its entirety, except for those provisions that by their nature or express terms are intended to survive termination, including the provisions identified in Section 3.6(c).
Section 3.5 Termination for Cause.
(a) Either Party may terminate this Agreement in its entirety (or, at the non-breaching Party's election, any individual Service affected by the applicable breach or event) immediately upon written notice to the other Party if the other Party:
(i) materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from the non-breaching Party specifying the nature of the breach in reasonable detail; or
(ii) (A) becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, (B) makes a general assignment for the benefit of its creditors, (C) has a receiver, trustee, custodian, or similar official appointed for it or for a substantial part of its property, or (D) is unable to, or admits in writing its inability to, pay its debts as they become due.
(b) In addition to its rights under Section 3.5(a), Provider may suspend the provision of any or all Services immediately upon written notice to Recipient if Recipient fails to pay any undisputed Service Fee within fifteen (15) days after the applicable due date set forth in Section 4.3; provided, however, that Provider shall not exercise its right of suspension under this Section 3.5(b) if Recipient has disputed the applicable Service Fee in good faith in accordance with Section 4.3(c) and has paid all undisputed amounts when due. Any suspension of Services under this Section 3.5(b) shall not constitute a termination of this Agreement, and Provider shall promptly resume the provision of the suspended Services upon receipt of all past-due undisputed amounts, together with any accrued interest thereon.
Section 3.6 Effect of Termination; Wind-Down.
(a) Upon the termination or expiration of this Agreement (whether in whole or as to any individual Service), Provider shall cooperate with Recipient in good faith to effect an orderly transition of the terminated or expired Service(s) to Recipient or to Recipient's designated replacement service provider(s). Such cooperation shall include reasonable wind-down assistance, data migration support, knowledge transfer, and other transition activities.
(b) Provider shall provide reasonable wind-down assistance for a period of up to thirty (30) days following the effective date of termination or expiration (the "Wind-Down Period"), at Provider's actual allocated cost plus a five percent (5%) Cost-Plus Markup, unless the Parties agree otherwise in writing. During the Wind-Down Period, Provider shall continue to make available appropriate Provider Personnel and systems resources to facilitate the orderly wind-down and transition of the terminated or expired Services.
(c) The following provisions shall survive the expiration or termination of this Agreement for any reason: Article I (Definitions, to the extent necessary to interpret surviving provisions); Article V (Confidentiality and Data Security); Article VII (Indemnification); Article VIII (Limitation of Liability); Section 3.6 (Effect of Termination; Wind-Down); Section 4.3 (Payment Terms, with respect to any accrued and unpaid Service Fees); Section 4.5 (Audit Rights); Section 6.2 (Escalation Procedures, with respect to any disputes arising prior to or in connection with termination); and Article XII (Miscellaneous).
Section 3.7 Migration Support.
(a) Throughout the Service Term, Provider shall provide reasonable cooperation and assistance to Recipient in connection with Recipient's efforts to migrate the Services to Recipient's own systems, infrastructure, and personnel, or to third-party service providers selected by Recipient. Such cooperation and assistance shall include, without limitation:
(i) providing data exports and extracts of Recipient Data in commercially reasonable formats (e.g., CSV, XML, SQL, or other standard formats) as reasonably requested by Recipient;
(ii) answering technical questions from Recipient's information technology personnel or Recipient's third-party vendors and service providers regarding the systems, configurations, interfaces, and processes used in connection with the Services;
(iii) facilitating knowledge transfer sessions, including walkthroughs of processes, system configurations, and operating procedures, at mutually agreeable times during normal business hours; and
(iv) providing reasonable documentation of the systems, processes, and procedures used in connection with each Service, to the extent such documentation exists and is reasonably available.
(b) Migration support described in Section 3.7(a) shall be provided at no additional charge during the Service Term (other than as included in the Service Fees for the applicable Services). Any extraordinary migration assistance requested by Recipient and agreed to by Provider — including, by way of example, custom data transformation or conversion projects, development of custom interfaces or integrations, or the commitment of dedicated Provider Personnel for extended periods — shall be billed at Provider's actual allocated cost plus a five percent (5%) markup, and the scope and estimated cost of such extraordinary assistance shall be agreed upon in writing by the Parties before the work commences.
ARTICLE IV — SERVICE FEES AND PAYMENT
Section 4.1 Service Fees.
(a) In consideration of the provision of the Services, Recipient shall pay Provider the Service Fees calculated in accordance with this Article IV and Schedule C. The Service Fees for each Service shall be equal to Provider's actual allocated cost of providing such Service (determined in accordance with the cost allocation methodology set forth in Schedule C), plus the applicable Cost-Plus Markup. During the Initial Term, the Cost-Plus Markup shall be five percent (5%). During any Extension Term, the Cost-Plus Markup shall be ten percent (10%), as set forth in Section 3.2(c) and Section 4.6.
(b) The estimated aggregate monthly Service Fee for all Services during the Initial Term is approximately One Hundred Eighty-Five Thousand Dollars ($185,000) per month, which yields an estimated aggregate Service Fee for the full twelve (12) month Initial Term of approximately Two Million Two Hundred Twenty Thousand Dollars ($2,220,000). The foregoing estimates are provided for informational purposes only and are subject to adjustment based on Provider's actual allocated costs incurred in providing the Services during each month, as determined in accordance with Schedule C. The actual Service Fees payable by Recipient may be higher or lower than the estimated amounts set forth herein.
(c) Schedule C attached hereto sets forth the methodology for allocating Provider's costs to the Services, including the treatment of direct labor costs, system and technology costs, overhead allocation, and third-party vendor costs. All third-party vendor costs directly attributable to the Services shall be passed through to Recipient at cost (without markup), and the Cost-Plus Markup shall be applied only to Provider's internal allocated costs.
Section 4.2 Invoicing.
(a) Provider shall deliver to Recipient a monthly invoice within fifteen (15) business days after the end of each calendar month during the Service Term, setting forth in reasonable detail: (i) a description of the Services provided during such month; (ii) the allocated costs for each Service category; (iii) the applicable Cost-Plus Markup; (iv) any third-party vendor costs passed through to Recipient; and (v) the total Service Fee for such month.
(b) Each invoice shall be accompanied by reasonable supporting documentation sufficient to enable Recipient to verify the calculation of the Service Fees, including, at a minimum, a summary of hours incurred by Provider Personnel (to the extent the allocated cost is based on time spent), a description of any third-party vendor charges, and a breakdown of the overhead allocation applied to each Service category.
Section 4.3 Payment Terms.
(a) Recipient shall pay each undisputed invoice within thirty (30) days after receipt of such invoice by wire transfer of immediately available funds to a bank account designated by Provider in writing. Provider shall provide Recipient with wire transfer instructions, including bank name, ABA routing number, account number, and account name, within five (5) business days after the Closing Date.
(b) Any payment of Service Fees not received by Provider by the applicable due date shall bear interest from the due date until the date of actual payment at the lesser of (i) one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) and (ii) the maximum rate of interest permitted by applicable law, compounding monthly.
(c) Recipient may withhold payment of any portion of an invoice that Recipient disputes in good faith, provided that (i) Recipient pays all undisputed amounts of such invoice in full when due in accordance with Section 4.3(a), and (ii) Recipient provides Provider with written notice of the disputed amount, the specific line items or charges in dispute, and the basis for the dispute, in each case within fifteen (15) days after receipt of the applicable invoice. The Parties shall use commercially reasonable efforts to resolve any such billing dispute promptly through the Service Coordinators and, if necessary, through the escalation procedures set forth in Section 6.2. Upon resolution of any billing dispute, the Party owing a net payment to the other Party shall pay such amount within ten (10) business days after the date of resolution, together with interest accrued thereon at the rate set forth in Section 4.3(b) from the original due date.
Section 4.4 Taxes.
(a) All Service Fees are stated exclusive of, and Recipient shall be responsible for, all applicable sales, use, value-added, goods and services, excise, and similar transactional taxes imposed on or in connection with the Services by any federal, state, local, or foreign taxing authority (collectively, "Transactional Taxes"). For the avoidance of doubt, Recipient shall not be responsible for taxes imposed on or measured by Provider's net income, gross receipts, franchise, capital, or similar taxes.
(b) Provider shall separately identify and invoice Recipient for any applicable Transactional Taxes on each monthly invoice, and Recipient shall pay such Transactional Taxes in accordance with the payment terms set forth in Section 4.3.
(c) If Recipient claims a valid exemption from any Transactional Tax, Recipient shall provide Provider with a properly completed exemption certificate or other documentation reasonably required by Provider. Upon receipt of such documentation, Provider shall not collect the applicable Transactional Tax from Recipient.
Section 4.5 Audit Rights.
(a) During the Service Term and for a period of twelve (12) months following the expiration or termination of this Agreement, Recipient shall have the right, at Recipient's sole cost and expense, to audit Provider's books, records, and supporting documentation relating to the calculation of the Service Fees, subject to the following conditions: (i) Recipient shall provide Provider with not less than fifteen (15) business days' prior written notice of its intention to conduct an audit; (ii) Recipient may conduct no more than one (1) audit in any twelve (12) month period; (iii) any audit shall be conducted during normal business hours at Provider's offices and in a manner that does not unreasonably interfere with Provider's business operations; and (iv) any audit shall be conducted by Recipient's internal personnel or by an independent third-party auditor reasonably acceptable to Provider, and any such auditor shall execute a confidentiality agreement in form and substance reasonably acceptable to Provider prior to commencing the audit.
(b) Provider shall cooperate with any audit conducted pursuant to this Section 4.5 and shall make available to Recipient (or its auditor) such books, records, work papers, and supporting documentation as may be reasonably requested in connection with the audit.
(c) If any audit conducted pursuant to this Section 4.5 reveals that Recipient has been overcharged by more than five percent (5%) for any calendar month, Provider shall promptly refund the full amount of the overcharge to Recipient (together with interest thereon at the rate set forth in Section 4.3(b) from the date of the overpayment) and shall reimburse Recipient for the reasonable out-of-pocket costs incurred by Recipient in connection with such audit. If the audit reveals an overcharge of five percent (5%) or less, Provider shall promptly refund the amount of the overcharge, but shall not be obligated to reimburse Recipient for the costs of the audit.
Section 4.6 Extension Term Pricing. During any Extension Term, the Cost-Plus Markup shall increase from five percent (5%) to ten percent (10%), reflecting the additional resource commitment, operational burden, and disruption to Provider's ongoing business operations resulting from the continued provision of Services beyond the Initial Term. All other provisions of this Article IV (including invoicing, payment terms, tax, and audit provisions) shall continue to apply during any Extension Term without modification.
ARTICLE V — CONFIDENTIALITY AND DATA SECURITY
Section 5.1 Confidentiality Obligations.
(a) Each Party (as a "Receiving Party") shall hold in strict confidence all Confidential Information of the other Party (as a "Disclosing Party") received or obtained in connection with this Agreement and the Services, and shall not disclose, publish, or otherwise disseminate any such Confidential Information to any third party without the prior written consent of the Disclosing Party.
(b) Notwithstanding Section 5.1(a), a Receiving Party may disclose Confidential Information of the Disclosing Party to those of its employees, officers, directors, managers, members, partners, agents, advisors (including attorneys, accountants, and financial advisors), and contractors who have a legitimate need to know such Confidential Information in connection with the Services or the transactions contemplated by this Agreement, provided that such recipients are bound by confidentiality obligations no less protective than those set forth in this Article V. The Receiving Party shall be responsible for any breach of this Article V by any such recipient.
(c) The obligations of this Section 5.1 shall not apply to Confidential Information that: (i) is or becomes publicly available other than through any act or omission of the Receiving Party or its representatives in violation of this Agreement; (ii) was already in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (iii) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records; or (iv) is lawfully received by the Receiving Party from a third party that is not under any obligation of confidentiality with respect to such information.
(d) If a Receiving Party is compelled by applicable law, regulation, legal process, or governmental order to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall (to the extent legally permitted) provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. If no protective order or other remedy is obtained, the Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed and shall use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information.
Section 5.2 Data Security.
(a) Provider shall implement and maintain, throughout the Service Term and any Wind-Down Period, commercially reasonable administrative, technical, and physical safeguards designed to protect Recipient Data from unauthorized access, use, disclosure, alteration, loss, or destruction. Such safeguards shall be no less protective than the safeguards Provider employs for its own similar confidential and sensitive data and shall be consistent with industry standards and best practices for the protection of data of a similar nature and sensitivity.
(b) Without limiting the generality of Section 5.2(a), Provider's data security measures shall comply with all applicable data protection and privacy laws, rules, and regulations, including the Oregon Consumer Information Protection Act (ORS 646A.600 et seq.) and the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 et seq., as amended by the California Privacy Rights Act) (collectively, "Applicable Data Protection Laws"). Provider shall implement and maintain security measures reasonably designed to address the requirements of Applicable Data Protection Laws, including encryption of data at rest and in transit, access controls, multi-factor authentication for administrative access, intrusion detection and prevention systems, and regular vulnerability assessments and penetration testing.
(c) Provider shall promptly notify Recipient (and in no event later than seventy-two (72) hours after discovery) of any actual or reasonably suspected data breach, security incident, or unauthorized access to, use of, disclosure of, alteration of, or destruction of Recipient Data (each, a "Security Incident"). Such notice shall include, to the extent known: (i) a description of the nature and scope of the Security Incident; (ii) the categories and approximate number of records affected; (iii) the steps taken or proposed to be taken by Provider to investigate, contain, and remediate the Security Incident; and (iv) the name and contact information of Provider's designated point of contact for the Security Incident. Provider shall cooperate fully with Recipient in the investigation, containment, and remediation of any Security Incident and shall take all steps reasonably necessary to mitigate the effects thereof.
Section 5.3 Recipient Data Ownership.
(a) All Recipient Data is and shall remain the sole and exclusive property of Recipient. Nothing in this Agreement shall be construed to transfer, assign, or grant to Provider any right, title, or interest in or to any Recipient Data. Provider acknowledges that it processes and stores Recipient Data solely as a service provider to Recipient and solely in connection with the performance of the Services.
(b) Provider shall not use Recipient Data for any purpose other than performing the Services as expressly contemplated by this Agreement, and shall not sell, rent, lease, disclose, or otherwise make available Recipient Data to any third party except as strictly necessary to perform the Services or as required by applicable law, regulation, or legal process (subject to the notice requirements of Section 5.1(d)).
(c) Upon the termination or expiration of this Agreement (including the expiration of any Wind-Down Period), Provider shall, at Recipient's election and as directed by Recipient in writing: (i) return all Recipient Data in Provider's possession or control to Recipient in a commercially reasonable format and medium specified by Recipient; or (ii) securely destroy all Recipient Data in Provider's possession or control using industry-standard data destruction methods. Provider shall complete such return or destruction within thirty (30) days after the effective date of termination or expiration and shall provide Recipient with a written certification, signed by an authorized officer of Provider, confirming that all Recipient Data has been returned or securely destroyed in accordance with this Section 5.3(c). Notwithstanding the foregoing, Provider may retain copies of Recipient Data to the extent required by applicable law, regulation, or Provider's document retention policies, provided that such retained copies shall remain subject to the confidentiality and data security obligations of this Article V.
Section 5.4 Compliance with Laws. Each Party shall comply with all applicable federal, state, and local laws, rules, regulations, and governmental orders relating to data privacy, data security, and the protection of personal information in connection with the Services and the performance of its obligations under this Agreement. Without limiting the foregoing, each Party shall comply with the Oregon Consumer Information Protection Act, the California Consumer Privacy Act (as amended by the California Privacy Rights Act), and all other Applicable Data Protection Laws to the extent applicable to such Party's activities under this Agreement.
Section 5.5 Survival of Confidentiality Obligations. The obligations of this Article V shall survive the expiration or termination of this Agreement for a period of three (3) years following the date of such expiration or termination; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, the obligations of this Article V shall survive for so long as such information retains its trade secret status under applicable law.
ARTICLE VI — GOVERNANCE AND ESCALATION
Section 6.1 Service Coordination; Reporting.
(a) The Service Coordinators shall hold regular status meetings at least bi-weekly (or more frequently as reasonably requested by either Party) to review the status of the Services, discuss and address any issues, concerns, or service quality matters, coordinate transition and migration planning activities, and review upcoming milestones and deliverables. Such meetings may be held in person or by teleconference or videoconference, as mutually agreed by the Service Coordinators. Each Service Coordinator shall prepare and distribute a brief written agenda prior to each meeting and shall ensure that appropriate subject matter experts from their respective organizations are available to participate as needed.
(b) Provider shall deliver to Recipient a monthly service performance report, substantially in the form of Schedule D attached hereto, within ten (10) business days after the end of each calendar month during the Service Term. Each monthly service performance report shall include, at a minimum: (i) a summary of the Services provided during the applicable month for each Service category; (ii) performance metrics for each Service category compared against the applicable Service Levels set forth in Schedule B; (iii) a description of any Service Level deviations or failures, together with root cause analysis and corrective action plans; (iv) a summary of all open issues, escalations, and their current status and expected resolution dates; (v) a status report on migration and transition activities, including progress against any agreed-upon migration timeline; and (vi) a financial summary of the Service Fees incurred during the applicable month by Service category.
Section 6.2 Escalation Procedures. Any disputes, issues, service failures, or other matters arising under or relating to this Agreement that cannot be resolved through routine communication between the Service Coordinators shall be subject to the following escalation procedures:
Level 1 — Service Coordinators. The matter shall first be raised with the Service Coordinators, who shall use good faith efforts to resolve the matter within five (5) business days after the matter is first raised. The Service Coordinators shall promptly communicate with one another regarding the nature and scope of the matter and shall explore potential resolutions.
Level 2 — Senior Management. If the Service Coordinators are unable to resolve the matter within the time period specified above, either Service Coordinator may escalate the matter in writing to the following senior management representatives:
For Provider: James Yoon, SVP, Corporate Development, Cascade Retail Holdings Inc.
For Recipient: Russell Ingram, CFO, Ridgeline Consumer Partners LLC
The senior management representatives shall confer (in person, by telephone, or by videoconference) and shall use good faith efforts to resolve the matter within ten (10) business days after the matter is escalated to them.
Level 3 — Executive Escalation. If the senior management representatives are unable to resolve the matter within the time period specified above, either Party may escalate the matter in writing to the following executive representatives:
For Provider: Derek Pruitt, CFO, Cascade Retail Holdings Inc.
For Recipient: Thomas Weatherford, Managing Partner, Ridgeline Consumer Partners LLC
The executive representatives shall confer (in person, by telephone, or by videoconference) and shall use good faith efforts to resolve the matter within ten (10) business days after the matter is escalated to them.
Notwithstanding the foregoing, pending the resolution of any dispute through the escalation procedures set forth in this Section 6.2, Provider shall continue to provide the Services in accordance with this Agreement and shall not suspend, reduce, or otherwise modify the provision of any Service, except to the extent Provider is exercising its rights under Section 3.5. Nothing in this Section 6.2 shall prevent either Party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm or to enforce the provisions of Article V.
Section 6.3 Change Requests.
(a) Either Party may propose changes to the scope, schedule, specifications, or other terms of any Service by submitting a written change request to the other Party's Service Coordinator. Each change request shall describe in reasonable detail the proposed change, the reason for the change, the anticipated impact on the applicable Service Level(s) and Service Fee(s), and the proposed effective date.
(b) The receiving Party shall review each change request in good faith and shall respond in writing within ten (10) business days after receipt, indicating whether it accepts, rejects, or proposes modifications to the change request.
(c) No change to any Service shall be effective unless and until agreed to in writing by both Parties (which may be in the form of an email exchange between the Service Coordinators, confirmed in writing), including any adjustment to the applicable Service Level(s), Service Fee(s), or other terms of this Agreement resulting from such change.
ARTICLE VII — INDEMNIFICATION
Section 7.1 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Recipient and its affiliates, and their respective officers, directors, managers, members, employees, agents, successors, and permitted assigns (collectively, the "Recipient Indemnified Parties"), from and against any and all losses, damages, liabilities, claims, demands, actions, suits, proceedings, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and costs of investigation and litigation) (collectively, "Losses") arising out of or resulting from:
(a) the gross negligence or willful misconduct of Provider or any Provider Personnel in connection with the performance or non-performance of the Services;
(b) any material breach by Provider of any representation, warranty, covenant, or obligation under this Agreement;
(c) any violation of applicable law, rule, or regulation by Provider or any Provider Personnel in connection with the performance of the Services; or
(d) any breach by Provider of the confidentiality or data security obligations set forth in Article V, including any Security Incident resulting from Provider's failure to maintain the data security measures required by Section 5.2.
Section 7.2 Recipient Indemnification. Recipient shall indemnify, defend, and hold harmless Provider and its affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Provider Indemnified Parties"), from and against any and all Losses arising out of or resulting from:
(a) the gross negligence or willful misconduct of Recipient or any of its employees, agents, or contractors in connection with this Agreement;
(b) any material breach by Recipient of any representation, warranty, covenant, or obligation under this Agreement;
(c) any violation of applicable law, rule, or regulation by Recipient or any of its employees, agents, or contractors in connection with this Agreement; or
(d) Recipient's use of the Services for any purpose other than in connection with the operation of the Business as contemplated by this Agreement and the APA.
Section 7.3 Indemnification Procedures.
(a) Notice of Claim. The Party seeking indemnification (the "Indemnified Party") shall provide prompt written notice to the Party from which indemnification is sought (the "Indemnifying Party") of any claim, demand, action, or proceeding for which indemnification is sought under this Article VII (a "Claim"), including a description of the Claim in reasonable detail, the basis for the indemnification obligation, and the estimated amount of Losses (to the extent known or reasonably estimable). The failure of the Indemnified Party to provide prompt notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is actually and materially prejudiced by such failure.
(b) Defense of Third-Party Claims. With respect to any Claim asserted by a third party against an Indemnified Party (a "Third-Party Claim"), the Indemnifying Party shall have the right, at its sole cost and expense, to assume and control the defense of such Third-Party Claim by written notice to the Indemnified Party within thirty (30) days after receipt of the notice described in Section 7.3(a), using counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall have the right to participate in the defense at its own expense and with its own counsel. If the Indemnifying Party does not timely assume the defense of a Third-Party Claim, the Indemnified Party may defend such Third-Party Claim at the Indemnifying Party's expense.
(c) Settlement. The Indemnifying Party shall not settle, compromise, or consent to the entry of any judgment with respect to any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed), unless such settlement (i) involves only the payment of monetary damages by the Indemnifying Party, (ii) includes a full and unconditional release of the Indemnified Party from all liability with respect to the Third-Party Claim, and (iii) does not impose any non-monetary obligation or restriction on the Indemnified Party.
(d) Cooperation. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the investigation, defense, and settlement of any Third-Party Claim, including by making available relevant documents, records, and personnel, at the Indemnifying Party's reasonable request and expense.
Section 7.4 Relationship to APA Indemnification. The indemnification obligations of the Parties under this Agreement are independent of, and in addition to, the indemnification obligations of the Parties under the APA and the other Transaction Documents. Nothing in this Agreement shall limit, modify, or otherwise affect the Parties' respective rights or obligations under the APA, including the indemnification, deductible basket, aggregate cap, escrow, and survival provisions thereof. In the event of any overlap between the indemnification obligations under this Agreement and the indemnification obligations under the APA, the Indemnified Party shall not be entitled to duplicative recovery for the same Losses.
ARTICLE VIII — LIMITATION OF LIABILITY
Section 8.1 Limitation on Damages. EXCEPT IN THE CASE OF A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF ARTICLE V (CONFIDENTIALITY AND DATA SECURITY), OR INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD-PARTY CLAIMS UNDER ARTICLE VII, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA (OTHER THAN THE COST OF RECOVERING OR RECONSTRUCTING SUCH DATA), LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 8.2 Aggregate Liability Cap. EXCEPT IN THE CASE OF A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ARTICLE V (CONFIDENTIALITY AND DATA SECURITY), PROVIDER'S AGGREGATE LIABILITY TO RECIPIENT AND ALL RECIPIENT INDEMNIFIED PARTIES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE SERVICE FEES ACTUALLY PAID AND PAYABLE BY RECIPIENT TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY (ESTIMATED AT APPROXIMATELY TWO

TRANSITION SERVICES AGREEMENT

CASCADE RETAIL HOLDINGS INC.

RIDGELINE CONSUMER PARTNERS LLC

TRANSITION SERVICES AGREEMENT

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