1038-00009 · Client 1038 · Transaction Documents

paying-agent-agreement.docx DOCUMENT M&A / Corporate

75 / 83 ← → ✕

PAYING AGENT AGREEMENT

Dated as of October 15, 2025

by and among

CASCADE RETAIL HOLDINGS INC. a Delaware corporation (the "Buyer")

RIDGELINE EQUITY PARTNERS, LP a Delaware limited partnership, acting in its capacity as Stockholder Representative (the "Stockholder Representative")

and

Marlowe Asset Management TRUST COMPANY, N.A. a national trust company organized under the laws of the United States (the "Paying Agent")

In connection with that certain Stock Purchase Agreement dated May 20, 2025 by and among the Buyer, NovaMart Global Inc. (the "Company"), and the Selling Stockholders named therein

Right-click to update Table of Contents

PAYING AGENT AGREEMENT

This PAYING AGENT AGREEMENT (this "Agreement") is entered into as of October 15, 2025 (the "Effective Date"), by and among Cascade Retail Holdings Inc., a Delaware corporation (the "Buyer"), Ridgeline Equity Partners, LP, a Delaware limited partnership, acting in its capacity as Stockholder Representative (the "Stockholder Representative"), and Marlowe Asset Management Trust Company, N.A., a national trust company organized under the laws of the United States (the "Paying Agent"). Each of the Buyer, the Stockholder Representative, and the Paying Agent is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, pursuant to that certain Stock Purchase Agreement dated as of May 20, 2025 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "SPA"), by and among the Buyer, NovaMart Global Inc., a Delaware corporation (the "Company"), and the Selling Stockholders identified therein, the Buyer is acquiring one hundred percent (100%) of the issued and outstanding capital stock of the Company from the Selling Stockholders for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Purchase Price"), payable entirely in cash;

WHEREAS, at the Closing (as defined herein), an amount equal to Ninety-Six Million Dollars ($96,000,000), representing eight percent (8%) of the Purchase Price (the "Escrow Amount"), will be deposited with Marlowe Asset Management Trust Company, N.A. in its separate capacity as escrow agent pursuant to that certain Escrow Agreement of even date herewith among the Buyer, the Stockholder Representative, and Marlowe Asset Management Trust Company, N.A. (the "Escrow Agreement"), and accordingly the aggregate amount available for distribution to the Selling Stockholders at Closing is One Billion One Hundred Four Million Dollars ($1,104,000,000) (the "Net Closing Consideration"), subject to adjustment for the estimated working capital adjustment as set forth in the SPA;

WHEREAS, the Parties desire to appoint Marlowe Asset Management Trust Company, N.A. as paying agent to receive the Net Closing Consideration from the Buyer and to distribute the applicable portion thereof to each Selling Stockholder upon receipt of properly completed documentation, all upon the terms and subject to the conditions set forth herein;

WHEREAS, Ridgeline Equity Partners, LP, acting through its Managing Partner, Franklin Osei, has been designated as the Stockholder Representative under the SPA and that certain Stockholder Representative Agreement of even date with the SPA (the "Stockholder Representative Agreement") to act on behalf of the Selling Stockholders in connection with, among other things, post-closing indemnification claims, working capital adjustments, and escrow releases, and the Stockholder Representative is authorized to act on behalf of the Selling Stockholders with respect to the matters set forth in this Agreement; and

WHEREAS, Continental Stocktransfer & Trust, Inc. serves as the transfer agent for the Company's capital stock, and the Paying Agent's duties hereunder are separate from and independent of any function performed by the transfer agent.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms.

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

"Agreement" means this Paying Agent Agreement, including all Exhibits hereto, as it may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Buyer" means Cascade Retail Holdings Inc., a Delaware corporation, with its principal place of business at 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119, and its successors and permitted assigns.

"Closing" means the closing of the transactions contemplated by the SPA.

"Closing Date" means the date on which the Closing occurs. The targeted Closing Date is October 15, 2025.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" means NovaMart Global Inc., a Delaware corporation, with its principal place of business at 1100 Congress Avenue, Suite 800, Austin, TX 78701.

"Escrow Agent" means Marlowe Asset Management Trust Company, N.A. in its capacity as escrow agent under the Escrow Agreement.

"Escrow Agreement" means that certain Escrow Agreement of even date herewith among the Buyer, the Stockholder Representative, and Marlowe Asset Management Trust Company, N.A., as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Escrow Amount" means Ninety-Six Million Dollars ($96,000,000), representing eight percent (8%) of the Purchase Price, deposited with the Escrow Agent pursuant to the Escrow Agreement.

"Estimated Working Capital Adjustment" means any adjustment to the Net Closing Consideration based on the estimated closing statement delivered by the Company pursuant to Section 2.04 of the SPA, measured against the Working Capital Target of Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), subject to the collar of plus or minus Five Million Dollars ($5,000,000) as set forth in the SPA.

"Final Working Capital Adjustment" means the post-closing true-up of working capital determined pursuant to Section 2.05 of the SPA.

"FIRPTA" means the Foreign Investment in Real Property Tax Act of 1980, as amended, and the regulations promulgated thereunder.

"Funds Flow Memorandum" means the funds flow memorandum prepared in connection with the Closing setting forth the sources, uses, and timing of all payments to be made on the Closing Date.

"IRS" means the United States Internal Revenue Service.

"Letter of Transmittal" means the form of letter of transmittal substantially in the form attached hereto as Exhibit A, to be completed and executed by each Selling Stockholder in connection with the surrender of Stock Certificates and the receipt of the applicable portion of the Net Closing Consideration.

"Net Closing Consideration" means One Billion One Hundred Four Million Dollars ($1,104,000,000), which represents the Purchase Price of One Billion Two Hundred Million Dollars ($1,200,000,000) minus the Escrow Amount of Ninety-Six Million Dollars ($96,000,000), subject to the Estimated Working Capital Adjustment as set forth in the SPA.

"Paying Agent" means Marlowe Asset Management Trust Company, N.A., a national trust company organized under the laws of the United States, with offices at One Liberty Place, 1650 Market Street, Suite 3600, Philadelphia, PA 19103, and its successors and permitted assigns.

"Paying Agent Fund" means the segregated account or accounts established by the Paying Agent into which the Net Closing Consideration is deposited and from which distributions are made to the Selling Stockholders in accordance with this Agreement.

"Payment Schedule" means the schedule delivered by the Buyer to the Paying Agent setting forth each Selling Stockholder's name, address, taxpayer identification number or employer identification number, number and class of shares held, Pro Rata Share percentage, the corresponding dollar amount of the Net Closing Consideration allocable to such Selling Stockholder, and wire transfer or other payment instructions for such Selling Stockholder, substantially in the form attached hereto as Exhibit E.

"Permitted Investments" means (a) money market funds rated in the highest category by Standard & Pelvoran Ratings Group or Moody's Investors Service, Inc., (b) direct obligations of, or obligations fully guaranteed as to principal and interest by, the United States of America or any agency or instrumentality thereof, having maturities of not more than ninety (90) days from the date of acquisition, or (c) demand deposits at Marlowe Asset Management Trust Company, N.A.

"Pro Rata Share" means, with respect to each Selling Stockholder, such Selling Stockholder's percentage share of the Net Closing Consideration as set forth in the Payment Schedule, corresponding to such Selling Stockholder's percentage ownership of the Company's outstanding capital stock. As of the date hereof, the anticipated Pro Rata Shares are as follows: Ridgeline Equity Partners, LP — 41.2%; Brindoval Ventures Fund III, LP — 22.8%; Julian Reeves — 18.5%; Priya Narasimhan — 8.3%; and Other Management and Employee Stockholders — 9.2% in the aggregate. The definitive Pro Rata Shares shall be as set forth in the Payment Schedule delivered at Closing.

"Purchase Price" means One Billion Two Hundred Million Dollars ($1,200,000,000), as set forth in the SPA.

"Selling Stockholders" means the holders of one hundred percent (100%) of the issued and outstanding capital stock of the Company, as identified on the Payment Schedule.

"SPA" means that certain Stock Purchase Agreement dated as of May 20, 2025, by and among the Buyer, the Company, and the Selling Stockholders named therein, as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Stock Certificates" means the certificates representing shares of capital stock of the Company, or, in the case of lost, stolen, or destroyed certificates, the documentation described in Section 3.3(c) of this Agreement.

"Stockholder Representative" means Ridgeline Equity Partners, LP, a Delaware limited partnership, acting through Franklin Osei, Managing Partner, as Stockholder Representative under the SPA and the Stockholder Representative Agreement.

"Stockholder Representative Agreement" means that certain Stockholder Representative Agreement entered into in connection with the SPA, pursuant to which the Selling Stockholders appointed Ridgeline Equity Partners, LP as their representative for certain post-closing matters.

"Transfer Agent" means Continental Stocktransfer & Trust, Inc., in its capacity as transfer agent for the Company's capital stock.

"Working Capital Target" means Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), as set forth in Section 2.04 of the SPA.

Section 1.2 — SPA Definitions Incorporated.

Any capitalized term used but not otherwise defined in this Agreement shall have the meaning assigned to such term in the SPA. In the event of any conflict between a definition contained in this Agreement and a definition contained in the SPA, the definition contained in this Agreement shall control for purposes of this Agreement.

Section 1.3 — Construction.

Unless the context of this Agreement otherwise requires: (a) the headings and captions contained in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement; (b) words importing the singular shall include the plural and vice versa; (c) words importing gender shall include all genders; (d) the word "including" (and with correlative meaning "include" and "includes") means including without limiting the generality of any description preceding or following such term and shall be deemed in each case to be followed by the words "without limitation"; (e) all references herein to "dollars" or "$" are to United States dollars; (f) all references to "days" mean calendar days unless otherwise specified as "business days"; (g) a "business day" means any day other than a Saturday, Sunday, or a day on which banking institutions in New York, New York, Philadelphia, Pennsylvania, or Seattle, Washington are authorized or obligated by law or executive order to close; (h) any reference to an "Article," "Section," or "Exhibit" refers to the corresponding Article, Section, or Exhibit of or to this Agreement; and (i) the Exhibits attached hereto are incorporated herein by reference and shall be deemed a part of this Agreement.

ARTICLE II — APPOINTMENT AND AUTHORITY OF PAYING AGENT

Section 2.1 — Appointment.

The Buyer and the Stockholder Representative hereby appoint Marlowe Asset Management Trust Company, N.A. as paying agent for purposes of receiving, holding, and distributing the Net Closing Consideration to the Selling Stockholders in accordance with the terms and conditions of this Agreement, and Marlowe Asset Management Trust Company, N.A. hereby accepts such appointment upon the terms and conditions set forth herein. The Paying Agent's authority under this Agreement shall be limited to the specific duties and responsibilities expressly set forth herein, and the Paying Agent shall have no authority to act on behalf of any Party or any Selling Stockholder except as expressly provided in this Agreement.

Section 2.2 — Acceptance by Paying Agent.

Marlowe Asset Management Trust Company, N.A. hereby accepts its appointment as Paying Agent and agrees to perform its obligations hereunder in accordance with the terms and conditions of this Agreement. The Paying Agent acknowledges receipt of a copy of the SPA (including all schedules and exhibits thereto) for informational purposes only; provided, however, that the Paying Agent's duties and obligations shall be determined solely by reference to this Agreement and shall not be expanded, modified, or supplemented by the terms of the SPA or any other transaction document. The Paying Agent's duties and obligations shall be solely those expressly set forth herein and shall be ministerial and administrative in nature. The Paying Agent shall have no implied duties, obligations, or responsibilities whatsoever, and no implied covenants or obligations shall be read into this Agreement against the Paying Agent.

Section 2.3 — Relationship to Escrow Agent Role.

The Parties acknowledge that Marlowe Asset Management Trust Company, N.A. is also acting as Escrow Agent under the Escrow Agreement with respect to the Escrow Amount of Ninety-Six Million Dollars ($96,000,000). The Parties further acknowledge and agree that the duties and obligations of the Paying Agent under this Agreement and the duties and obligations of the Escrow Agent under the Escrow Agreement are independent and shall be construed independently of one another. The Paying Agent's obligations under this Agreement relate solely to the Net Closing Consideration (One Billion One Hundred Four Million Dollars ($1,104,000,000), as adjusted for the Estimated Working Capital Adjustment) and do not extend to the Escrow Amount, which is governed exclusively by the terms and conditions of the Escrow Agreement. No action taken or omitted by Marlowe Asset Management Trust Company, N.A. in its capacity as Escrow Agent shall affect its duties, obligations, or protections in its capacity as Paying Agent, and vice versa. Any claim against Marlowe Asset Management Trust Company, N.A. arising under the Escrow Agreement shall be made pursuant to the terms of the Escrow Agreement, and any claim against Marlowe Asset Management Trust Company, N.A. arising under this Agreement shall be made pursuant to the terms of this Agreement.

ARTICLE III — DEPOSIT AND DISTRIBUTION OF NET CLOSING CONSIDERATION

Section 3.1 — Deposit of Funds.

(a) Deposit Obligation. On or before the Closing Date, the Buyer shall deposit (or cause to be deposited) in immediately available funds the Net Closing Consideration (as adjusted for the Estimated Working Capital Adjustment, if any) into an account designated in writing by the Paying Agent (the "Paying Agent Fund"). The deposit shall be made by wire transfer of immediately available funds to the Paying Agent Fund in accordance with the wire instructions set forth in Exhibit B hereto.

(b) Sources of Funds. The Buyer will fund the Net Closing Consideration from the following sources, as set forth in the Funds Flow Memorandum prepared in connection with the Closing: (i) the proceeds of the Seven Hundred Fifty Million Dollar ($750,000,000) Senior Secured Term Loan B from Cornerstone National Bank, N.A. (as Administrative Agent) and Caluvori Capital Partners, Inc. (as Co-Lead Arranger); (ii) a Two Hundred Million Dollar ($200,000,000) draw under Cascade's existing revolving credit facility with Cornerstone National Bank, N.A.; and (iii) Two Hundred Fifty Million Dollars ($250,000,000) in cash on hand. The foregoing description of funding sources is included for reference purposes only; the Paying Agent shall have no responsibility for, and shall not be required to verify, the sources of the funds deposited into the Paying Agent Fund or the sufficiency or availability of such funds prior to their deposit.

(c) Segregation of Funds. The Paying Agent shall hold the Net Closing Consideration in the Paying Agent Fund in a segregated account and shall not commingle such funds with its own funds or with the funds of any other person or entity. The Paying Agent Fund shall be maintained at Marlowe Asset Management Trust Company, N.A. or at such other financial institution as the Paying Agent may designate with the prior written consent of the Buyer and the Stockholder Representative.

(d) Confirmation of Receipt. Promptly upon receipt of the Net Closing Consideration into the Paying Agent Fund, the Paying Agent shall provide written confirmation of such receipt to the Buyer and the Stockholder Representative, including the amount received and the date and time of receipt.

Section 3.2 — Payment Schedule.

(a) Delivery of Payment Schedule. Prior to or concurrently with the deposit of the Net Closing Consideration into the Paying Agent Fund, the Buyer shall deliver to the Paying Agent a Payment Schedule, substantially in the form attached hereto as Exhibit E, setting forth:

(i) the name and address of each Selling Stockholder;

(ii) the taxpayer identification number or employer identification number of each Selling Stockholder;

(iii) the number and class of shares of Company capital stock held by each Selling Stockholder;

(iv) the Pro Rata Share of each Selling Stockholder, expressed as a percentage;

(v) the dollar amount of the Net Closing Consideration payable to each Selling Stockholder, calculated based on the applicable Pro Rata Share applied to the Net Closing Consideration as adjusted for the Estimated Working Capital Adjustment; and

(vi) wire transfer instructions or other payment instructions for each Selling Stockholder, including the bank name, ABA routing number, account number, and reference information for each wire transfer.

(b) Certification and Countersignature. The Payment Schedule shall be certified as accurate by an authorized officer of the Buyer and shall be countersigned by the Stockholder Representative. The Paying Agent shall not be required to make any distribution pursuant to Section 3.3 until it has received a Payment Schedule that has been so certified and countersigned.

(c) Reliance on Payment Schedule. The Paying Agent shall be entitled to rely conclusively on the Payment Schedule without independent investigation or verification of the accuracy, completeness, or correctness thereof. The Paying Agent shall have no liability to any Selling Stockholder or any other person for any inaccuracy in the Payment Schedule.

(d) Amendments to Payment Schedule. The Payment Schedule may be amended or supplemented only by joint written instruction of the Buyer and the Stockholder Representative delivered to the Paying Agent. The Paying Agent shall be entitled to rely on any such amended or supplemented Payment Schedule and shall have no obligation to distribute funds in accordance with any prior version of the Payment Schedule following its receipt of an amended version.

Section 3.3 — Distribution to Selling Stockholders.

(a) Conditions to Distribution. The Paying Agent shall distribute to each Selling Stockholder the amount set forth opposite such Selling Stockholder's name on the Payment Schedule promptly (and in any event within three (3) business days) following the Paying Agent's receipt of all of the following from such Selling Stockholder:

(i) a duly completed and executed Letter of Transmittal in the form attached hereto as Exhibit A;

(ii) the Stock Certificates representing all shares of Company capital stock held by such Selling Stockholder, duly endorsed in blank or accompanied by duly executed stock powers in a form acceptable to the Paying Agent (the form of stock power being attached hereto as Exhibit C), in either case with signatures guaranteed by a participant in a recognized medallion signature guarantee program, if required by the Paying Agent;

(iii) in the case of any Stock Certificates that have been lost, stolen, or destroyed, an affidavit of loss in the form set forth in the Letter of Transmittal, together with, if required by the Buyer, an indemnity bond in customary form and amount, naming the Buyer and the Paying Agent as obligees, issued by a surety company reasonably satisfactory to the Buyer;

(iv) a properly completed and duly executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or, in the case of a Selling Stockholder that is not a United States person within the meaning of Section 7701(a)(30) of the Code, the applicable IRS Form W-8 (including Form W-8BEN, Form W-8BEN-E, Form W-8ECI, Form W-8EXP, or Form W-8IMY, as appropriate), certifying such Selling Stockholder's taxpayer identification number and providing the certifications required thereunder; and

(v) such other documents or instruments as may be reasonably requested by the Paying Agent or the Buyer to effect the transfer of Company capital stock and the distribution of consideration, including any documentation required to comply with applicable anti-money laundering laws and regulations, and "know your customer" requirements.

(b) Method of Payment. Payments to Selling Stockholders shall be made by wire transfer of immediately available funds to the account designated by the applicable Selling Stockholder in the Letter of Transmittal. If wire transfer instructions are not provided by a Selling Stockholder, or if the Selling Stockholder has elected to receive payment by check, payment shall be made by check mailed by first-class mail, postage prepaid, to the address set forth in the Letter of Transmittal. The Paying Agent shall have no obligation to make payment by any method other than wire transfer or check as described in this Section 3.3(b).

(c) Limitation on Distributions. The Paying Agent shall distribute funds only in accordance with the amounts set forth on the Payment Schedule. In no event shall the Paying Agent distribute to any Selling Stockholder an amount in excess of such Selling Stockholder's allocation as set forth on the Payment Schedule. The aggregate amount distributed by the Paying Agent to all Selling Stockholders shall not exceed the amount of funds held in the Paying Agent Fund.

(d) Rejection of Incomplete Submissions. If the Paying Agent determines that a Letter of Transmittal or any accompanying documentation submitted by a Selling Stockholder is incomplete, defective, or not in proper form, the Paying Agent shall promptly notify such Selling Stockholder (with a copy to the Stockholder Representative) of the deficiency and shall not make payment to such Selling Stockholder until the deficiency has been cured to the Paying Agent's reasonable satisfaction. The Paying Agent shall have no liability for any delay in distribution resulting from incomplete or defective submissions.

(e) Stock Certificates. Upon receipt of validly surrendered Stock Certificates (or affidavits of loss and indemnity bonds in lieu thereof), the Paying Agent shall promptly deliver such Stock Certificates (or affidavits) to the Buyer or as the Buyer may direct in writing. The Stock Certificates so surrendered shall be cancelled and shall not be reissued or re-transferred.

Section 3.4 — Withholding.

(a) Authority to Withhold. The Paying Agent shall be entitled (and, if required by applicable law, obligated) to deduct and withhold from any payment to be made to a Selling Stockholder pursuant to this Agreement such amounts as are required to be deducted and withheld under the Code, or any provision of applicable U.S. federal, state, local, or foreign tax law, including any amounts required to be withheld under Section 1441, 1442, 1445, 1446, or 3406 of the Code.

(b) Remittance. Any amounts so deducted and withheld by the Paying Agent shall be remitted to the appropriate governmental authority in accordance with applicable law and shall be treated for all purposes of this Agreement as having been paid to the applicable Selling Stockholder in respect of which such deduction and withholding was made.

(c) Exemptions from Withholding. Backup withholding under Section 3406 of the Code shall not be imposed on amounts paid to any Selling Stockholder who has delivered a properly completed IRS Form W-9 to the Paying Agent, to the extent that such form establishes an exemption from backup withholding. Withholding under Section 1445 of the Code (FIRPTA) shall not apply to the extent that the Company delivers to the Buyer, on or prior to the Closing Date, a certificate of non-foreign status in the form required by Treasury Regulation Section 1.1445-2(c)(3), as contemplated by the SPA. The Paying Agent shall be entitled to rely on any such Form W-9, Form W-8, or FIRPTA certificate delivered to it in determining whether withholding is required.

(d) Notice of Withholding. In the event the Paying Agent determines that withholding is required with respect to any payment to a Selling Stockholder, the Paying Agent shall use commercially reasonable efforts to notify such Selling Stockholder (with a copy to the Buyer and the Stockholder Representative) of such withholding prior to making such payment, specifying the amount to be withheld and the basis therefor; provided, however, that the failure to provide such notice shall not relieve the Paying Agent of its withholding obligations or create any liability of the Paying Agent to any person.

(e) Information Returns. The Paying Agent shall prepare and file (or cause to be prepared and filed) any and all information returns required in connection with payments made hereunder, including IRS Forms 1099 and 1042-S, as applicable, and shall provide the Buyer and the Stockholder Representative with copies of all such information returns.

Section 3.5 — No Interest.

(a) General Rule. No interest shall accrue or be payable on the Net Closing Consideration or any portion thereof while held in the Paying Agent Fund, and no Selling Stockholder shall be entitled to receive interest on such Selling Stockholder's portion of the Net Closing Consideration for any period during which such funds are held by the Paying Agent. Any investment earnings on the Paying Agent Fund, if any, shall be for the account of the Buyer, and the Paying Agent shall distribute such earnings to the Buyer upon the Buyer's written request (or at such other time as the Buyer may direct in writing).

(b) Permitted Investments. Notwithstanding the foregoing, upon the joint written instruction of the Buyer and the Stockholder Representative delivered to the Paying Agent, funds in the Paying Agent Fund may be invested in Permitted Investments, with investment earnings allocated as jointly directed by the Buyer and the Stockholder Representative in such written instruction. In the absence of any such joint written instruction, the Paying Agent shall have no obligation to invest any funds in the Paying Agent Fund and may hold such funds uninvested in a non-interest-bearing account. The Paying Agent shall have no responsibility or liability for any loss resulting from any investment or non-investment of funds in the Paying Agent Fund made in accordance with this Section 3.5(b), including any loss of principal resulting from any such investment.

Section 3.6 — Unclaimed Funds.

(a) Return to Buyer. Any portion of the Net Closing Consideration that remains undistributed twelve (12) months after the Closing Date because the applicable Selling Stockholder has not submitted a properly completed Letter of Transmittal, Stock Certificates (or affidavits and indemnity bonds in lieu thereof), and other documentation required under Section 3.3 shall, upon the written request of the Buyer delivered to the Paying Agent (with a copy to the Stockholder Representative), be returned to the Buyer, and thereafter any such Selling Stockholder who has not theretofore complied with the requirements of Section 3.3 shall look solely to the Buyer (subject to abandoned property, escheat, and similar laws) for payment of such Selling Stockholder's portion of the Net Closing Consideration.

(b) Release of Paying Agent. Upon the return of any unclaimed funds to the Buyer pursuant to Section 3.6(a), the Paying Agent shall be released from all further obligation and liability with respect to such funds and with respect to any claim of the applicable Selling Stockholder relating thereto.

(c) Abandoned Property and Escheat. None of the Paying Agent, the Buyer, or the Stockholder Representative shall be liable to any Selling Stockholder or any other person for any amounts delivered to a public official pursuant to any applicable abandoned property, escheat, or similar law. If any funds in the Paying Agent Fund are required to be remitted to a governmental authority pursuant to any applicable abandoned property, escheat, or similar law, the Paying Agent shall be entitled to remit such funds to the applicable governmental authority in compliance with such law, and neither the Buyer nor the Stockholder Representative shall have any claim against the Paying Agent with respect to such remittance.

Section 3.7 — Post-Closing Working Capital Adjustment Payments.

(a) Overview. Following the determination of the Final Working Capital Adjustment pursuant to Section 2.05 of the SPA (measured against the Working Capital Target of Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), with a collar of plus or minus Five Million Dollars ($5,000,000)), any additional amounts payable to the Selling Stockholders or any amounts required to be returned by the Selling Stockholders to the Buyer shall be handled in accordance with this Section 3.7.

(b) Additional Amounts Payable to Selling Stockholders. If the Final Working Capital Adjustment results in additional amounts payable to the Selling Stockholders (i.e., if the final closing working capital exceeds the estimated closing working capital by an amount that, when taken together with the Estimated Working Capital Adjustment, results in an additional payment obligation of the Buyer), the Buyer shall deposit such additional amounts with the Paying Agent within five (5) business days following the final determination of the Final Working Capital Adjustment, and the Paying Agent shall distribute such amounts to the Selling Stockholders in accordance with the Pro Rata Shares set forth on the Payment Schedule (or an updated Payment Schedule delivered by the Buyer and countersigned by the Stockholder Representative reflecting such adjustment). Such distributions shall be made by wire transfer of immediately available funds to the accounts previously designated by each Selling Stockholder, unless the Buyer and the Stockholder Representative jointly instruct the Paying Agent otherwise in writing.

(c) Amounts Payable by Selling Stockholders to Buyer. If the Final Working Capital Adjustment results in an amount payable by the Selling Stockholders to the Buyer (i.e., if the final closing working capital is less than the estimated closing working capital by an amount that, when taken together with the Estimated Working Capital Adjustment, results in a repayment obligation of the Selling Stockholders), such repayment obligation shall be satisfied first from the Escrow Amount in accordance with the terms and procedures set forth in the Escrow Agreement, and the Paying Agent shall have no obligation with respect thereto except as specifically directed pursuant to a joint written instruction of the Buyer and the Stockholder Representative or a final, non-appealable determination under the dispute resolution procedures set forth in Section 2.05 of the SPA.

(d) Paying Agent's Limited Role. The Paying Agent shall have no responsibility for determining the amount of any Final Working Capital Adjustment or for resolving any dispute between the Buyer and the Stockholder Representative with respect thereto. The Paying Agent shall act solely upon joint written instructions of the Buyer and the Stockholder Representative, or upon receipt of a final, binding determination pursuant to the SPA, in connection with any distributions under this Section 3.7.

ARTICLE IV — DUTIES, RIGHTS, AND PROTECTIONS OF PAYING AGENT

Section 4.1 — Limited Duties.

(a) The Paying Agent shall have only those duties and obligations expressly set forth in this Agreement and shall not be subject to, or obligated to perform, any implied duties, covenants, or obligations, whether arising by operation of law, custom, course of dealing, or otherwise.

(b) The Paying Agent acts solely as a paying agent hereunder and not as a fiduciary, trustee, partner, joint venturer, or agent (except as the term "agent" is used in its capacity as paying agent) for any Party, any Selling Stockholder, or any other person. No Party or Selling Stockholder shall have any right to direct or control the Paying Agent except as expressly set forth herein. The Paying Agent shall owe no fiduciary duty to any Party or any Selling Stockholder.

(c) The Paying Agent shall not be responsible for or have any duty or obligation with respect to (i) the negotiation, execution, validity, enforceability, or delivery of the SPA, the Escrow Agreement, the Stockholder Representative Agreement, or any other transaction document, (ii) the determination of the correctness or sufficiency of the Purchase Price, the Escrow Amount, the Net Closing Consideration, any working capital adjustment, or any other amount payable under the SPA or any other transaction document, (iii) the satisfaction of any condition precedent to the Closing or any other transaction contemplated by the SPA, or (iv) the compliance of any Party or any Selling Stockholder with applicable law, except as expressly set forth herein with respect to the Paying Agent's own obligations.

Section 4.2 — Reliance.

(a) The Paying Agent shall be entitled to rely conclusively, and shall be fully protected in acting or refraining from acting, upon any notice, instruction, direction, certificate, document, statement, or other writing (including electronic communications) furnished to it hereunder that it believes in good faith to be genuine and to have been signed, presented, or sent by the proper person or persons. Without limiting the generality of the foregoing, the Paying Agent shall be entitled to rely upon the Payment Schedule, Letters of Transmittal, stock powers, IRS Forms W-9 and W-8, FIRPTA certificates, joint written instructions, and all other documents and communications received by the Paying Agent in connection with this Agreement.

(b) The Paying Agent shall be entitled to consult with and obtain advice from legal counsel (who may be counsel to any Party hereto, including in-house counsel of the Paying Agent), accountants, and other professionals and advisors selected by the Paying Agent, and the Paying Agent shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such advice. The fees and expenses of such counsel, accountants, and other professionals shall be reimbursable expenses of the Paying Agent pursuant to Section 6.2.

(c) The Paying Agent shall be entitled to rely on any joint written instruction executed by the Buyer and the Stockholder Representative as being fully authorized and binding on each of such Parties and on all Selling Stockholders.

Section 4.3 — No Investigation.

The Paying Agent shall not be required to make any investigation into the facts or matters stated in any notice, instruction, certificate, document, or other writing received by it, and the Paying Agent may accept and rely upon all such statements of fact, matters, or circumstances as true, complete, and accurate without any duty of inquiry or investigation. Without limiting the generality of the foregoing, the Paying Agent shall have no obligation to: (a) verify the identity of any Selling Stockholder or the authority of any person executing any Letter of Transmittal, stock power, or other document on behalf of a Selling Stockholder; (b) determine the validity or authenticity of any Stock Certificate surrendered to it; (c) verify the accuracy of the Payment Schedule, including the Pro Rata Shares, dollar allocations, or wire transfer instructions set forth therein; (d) confirm the completion or satisfaction of any conditions to the Closing under the SPA; or (e) monitor or enforce any covenants, representations, or warranties contained in the SPA or any other transaction document.

Section 4.4 — Conflicting Instructions.

If at any time the Paying Agent receives conflicting instructions, notices, or directions from the Buyer and the Stockholder Representative with respect to any matter arising under this Agreement, or if the Paying Agent is uncertain as to any action to be taken or any position to be adopted hereunder, the Paying Agent may, in its sole and absolute discretion, take any one or more of the following actions:

(a) refrain from taking any action with respect to the matter in question (other than holding funds in the Paying Agent Fund) until the conflict or uncertainty is resolved to the Paying Agent's reasonable satisfaction by joint written instruction of the Buyer and the Stockholder Representative, and the Paying Agent shall not be liable for any delay resulting from such inaction;

(b) file an interpleader action or other appropriate legal proceeding in any court of competent jurisdiction (including the Delaware Court of Chancery or the United States District Court for the District of Delaware), deposit the affected funds (or all funds in the Paying Agent Fund) with such court, and thereby be relieved and discharged from all further obligations and liability with respect to such funds, the costs and expenses of such interpleader action (including the reasonable fees and disbursements of counsel to the Paying Agent) to be borne jointly and severally by the Buyer and the Stockholder Representative; or

Section 4.5 — Force Majeure.

The Paying Agent shall not be liable for any failure or delay in performing any of its obligations hereunder to the extent that such failure or delay is caused by or results from acts of God, fire, flood, earthquake, hurricane, tornado, or other natural disaster, war (whether declared or undeclared), armed conflict, invasion, military action, terrorism, sabotage, civil unrest, riot, insurrection, embargo, blockade, sanctions, government action or inaction, pandemic, epidemic, quarantine, labor dispute, strike, lockout, power outage, internet or telecommunications failure, cyberattack, disruption of banking or financial systems, or any other cause or event beyond the Paying Agent's reasonable control. The Paying Agent shall use commercially reasonable efforts to mitigate the effects of any such event and to resume performance of its obligations as soon as reasonably practicable.

ARTICLE V — LIABILITY, INDEMNIFICATION, AND EXCULPATION

Section 5.1 — Standard of Care.

(a) The Paying Agent shall not be liable for any action taken or omitted to be taken by it hereunder, or for any loss or damage suffered by any Party, any Selling Stockholder, or any other person in connection with the performance of the Paying Agent's duties hereunder, except to the extent that such loss or damage is directly caused by the Paying Agent's own gross negligence, willful misconduct, or fraud, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(b) Under no circumstances shall the Paying Agent be liable for any consequential, indirect, special, incidental, exemplary, or punitive damages of any nature whatsoever, including lost profits, loss of business opportunity, or diminution in value, regardless of whether any claim for such damages is based on contract, tort, strict liability, or any other theory, and regardless of whether the Paying Agent has been advised of the possibility of such damages.

(c) The Paying Agent shall not be liable for any act or omission of any predecessor or successor paying agent, and the Paying Agent shall not be liable for any interest on any funds held by it except as otherwise expressly provided herein.

Section 5.2 — Indemnification by the Buyer and the Stockholder Representative.

(a) Indemnification Obligation. The Buyer and the Stockholder Representative (on behalf of the Selling Stockholders), jointly and severally, shall indemnify, defend, and hold harmless the Paying Agent and its officers, directors, employees, agents, and affiliates (collectively, the "Paying Agent Indemnified Parties") from and against any and all losses, liabilities, damages, claims, penalties, fines, judgments, settlements, costs, and expenses (including reasonable fees and disbursements of counsel) (collectively, "Losses") arising out of or in connection with the Paying Agent's acceptance of or performance of its duties under this Agreement or this Agreement generally, including any Losses arising out of or in connection with any litigation, claim, dispute, or proceeding involving the Paying Agent as a result of this Agreement or the transactions contemplated hereby, except to the extent that such Losses are finally determined by a court of competent jurisdiction (in a final, non-appealable judgment) to have resulted directly from the Paying Agent's own gross negligence, willful misconduct, or fraud.

(b) Advancement of Expenses. Without prejudice to the generality of Section 5.2(a), the Buyer and the Stockholder Representative, jointly and severally, shall advance to the Paying Agent, upon the Paying Agent's written request, the reasonable fees and disbursements of counsel and other reasonable out-of-pocket expenses incurred by any Paying Agent Indemnified Party in defending against any claim, action, or proceeding for which indemnification is sought under this Section 5.2, as and when such fees and expenses are incurred, subject to the undertaking by the Paying Agent to repay such amounts if it is finally determined by a court of competent jurisdiction (in a final, non-appealable judgment) that the Paying Agent is not entitled to indemnification hereunder.

(c) Survival. The indemnification obligations set forth in this Section 5.2 shall survive the termination of this Agreement, the distribution of all funds in the Paying Agent Fund, and the resignation or removal of the Paying Agent.

Section 5.3 — Lien.

The Paying Agent shall have a first-priority lien on the Paying Agent Fund for any unpaid fees, expenses, or indemnification obligations due to it hereunder. The Paying Agent's lien shall be prior to any interest of the Buyer, the Stockholder Representative, or any Selling Stockholder in the Paying Agent Fund. Notwithstanding the foregoing, the Paying Agent shall not exercise such lien without first providing the Buyer and the Stockholder Representative with at least ten (10) business days' prior written notice of its intent to do so, specifying the amount of unpaid fees, expenses, or indemnification obligations claimed. If the Buyer pays the amounts claimed by the Paying Agent within such ten (10) business day period, the Paying Agent shall not exercise such lien.

ARTICLE VI — FEES AND EXPENSES

Section 6.1 — Paying Agent Fees.

The Buyer shall pay to the Paying Agent the fees set forth on Exhibit D hereto for its services as Paying Agent under this Agreement. Such fees shall be payable in accordance with the payment schedule set forth on Exhibit D. All Paying Agent fees payable hereunder are part of the estimated buyer-side transaction costs for the acquisition (included within the approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) in total estimated buyer-side transaction costs as set forth in the Funds Flow Memorandum). The Paying Agent's fees shall not be deducted from the Paying Agent Fund and shall not reduce the Net Closing Consideration payable to the Selling Stockholders.

Section 6.2 — Reimbursement of Expenses.

The Buyer shall reimburse the Paying Agent for all reasonable and documented out-of-pocket expenses incurred by the Paying Agent in connection with the performance of its duties hereunder, including, without limitation, postage, courier charges, telephone charges, printing and reproduction costs, wire transfer fees, travel expenses, and legal fees and disbursements of outside counsel retained by the Paying Agent in connection with its duties under this Agreement. The Paying Agent shall submit invoices for such expenses to the Buyer on a monthly basis (or at such other intervals as the Paying Agent and the Buyer may agree), and the Buyer shall pay such invoices within thirty (30) days of receipt.

Section 6.3 — Fees Not Contingent.

The Paying Agent's right to receive its fees and to be reimbursed for expenses shall not be contingent upon the completion of the distribution of all of the Net Closing Consideration to the Selling Stockholders, the termination of this Agreement, or the occurrence or non-occurrence of any other event. The Paying Agent's fees shall be earned upon the execution of this Agreement and shall not be subject to refund in whole or in part.

ARTICLE VII — TERM, RESIGNATION, AND REMOVAL

Section 7.1 — Term.

This Agreement shall become effective upon its execution and delivery by all Parties hereto and shall remain in full force and effect until the earliest of: (a) the date on which all of the Net Closing Consideration (and any additional amounts deposited with the Paying Agent pursuant to Section 3.7) has been distributed to the Selling Stockholders in accordance with the terms hereof or returned to the Buyer pursuant to Section 3.6; (b) the date on which a successor Paying Agent has been appointed in accordance with this Article VII and has accepted such appointment and received all funds remaining in the Paying Agent Fund; or (c) the date on which this Agreement is terminated by the mutual written consent of the Buyer and the Stockholder Representative (with notice to the Paying Agent), with such termination to be effective upon the transfer of all funds remaining in the Paying Agent Fund to the Buyer or as otherwise directed in such mutual written consent.

Section 7.2 — Removal.

The Paying Agent may be removed at any time by the joint written instruction of the Buyer and the Stockholder Representative, upon at least thirty (30) days' prior written notice to the Paying Agent. Such notice shall specify the effective date of removal and the identity and contact information of the successor Paying Agent. Upon removal, the Paying Agent shall, on or before the effective date of removal, transfer any funds remaining in the Paying Agent Fund (less any amounts due to the Paying Agent for fees, expenses, or indemnification obligations) to such successor Paying Agent as is designated in writing by the Buyer and the Stockholder Representative. The removed Paying Agent shall be entitled to receive all fees and expenses accrued through the effective date of removal.

Section 7.3 — Resignation.

(a) The Paying Agent may resign at any time upon at least thirty (30) days' prior written notice to the Buyer and the Stockholder Representative. Such notice shall specify the intended effective date of resignation.

(b) Upon resignation, the Paying Agent shall transfer any funds remaining in the Paying Agent Fund (less any amounts due to the Paying Agent for fees, expenses, or indemnification obligations) to a successor Paying Agent designated in writing by the Buyer and the Stockholder Representative. The Buyer and the Stockholder Representative shall use commercially reasonable efforts to appoint a successor Paying Agent within thirty (30) days of the Paying Agent's notice of resignation.

(c) If no successor Paying Agent has been appointed and has accepted such appointment within thirty (30) days after the date of the Paying Agent's notice of resignation, the Paying Agent may deposit any funds remaining in the Paying Agent Fund with a court of competent jurisdiction (including the Delaware Court of Chancery or the United States District Court for the District of Delaware), and upon such deposit, the Paying Agent shall be relieved and discharged from all further obligations, duties, and liabilities under this Agreement. The costs and expenses of any such deposit (including court filing fees and the reasonable fees and disbursements of counsel) shall be borne jointly and severally by the Buyer and the Stockholder Representative.

Section 7.4 — Survival.

The provisions of Article V (Liability, Indemnification, and Exculpation) and Article VI (Fees and Expenses) shall survive the termination of this Agreement, the distribution or return of all funds in the Paying Agent Fund, and the resignation or removal of the Paying Agent. The Paying Agent's right to indemnification, fees, and expense reimbursement shall not be affected by any termination, resignation, or removal.

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Representations and Warranties of the Buyer.

The Buyer hereby represents and warrants to the other Parties as follows:

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

(b) Corporate Power and Authority. The Buyer has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance by the Buyer of this Agreement have been duly authorized by all necessary corporate action on the part of the Buyer, and no additional corporate proceedings on the part of the Buyer are necessary to authorize the execution, delivery, or performance of this Agreement.

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

(d) No Conflicts. The execution, delivery, and performance by the Buyer of this Agreement does not and will not (i) violate, conflict with, or result in a breach of any provision of the Buyer's certificate of incorporation or bylaws, (ii) violate, conflict with, or result in a breach of any law, rule, regulation, order, judgment, or decree applicable to the Buyer, or (iii) require any consent, approval, or authorization of, or filing or registration with, any governmental authority or other third party that has not been obtained or made.

(e) Sufficiency of Funds. The Buyer has, or will have at Closing, sufficient funds to deposit the Net Closing Consideration (as adjusted for the Estimated Working Capital Adjustment) into the Paying Agent Fund. The Buyer's sources of funds include the proceeds of the Seven Hundred Fifty Million Dollar ($750,000,000) Senior Secured Term Loan B from Cornerstone National Bank, N.A. (as Administrative Agent) and Caluvori Capital Partners, Inc. (as Co-Lead Arranger), a Two Hundred Million Dollar ($200,000,000) draw under the Buyer's existing revolving credit facility with Cornerstone National Bank, N.A., and Two Hundred Fifty Million Dollars ($250,000,000) in cash on hand.

Section 8.2 — Representations and Warranties of the Stockholder Representative.

The Stockholder Representative hereby represents and warrants to the other Parties as follows:

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

(b) Authority. The Stockholder Representative has been duly authorized under the SPA and the Stockholder Representative Agreement to execute, deliver, and perform its obligations under this Agreement on behalf of the Selling Stockholders. The execution, delivery, and performance by the Stockholder Representative of this Agreement have been duly authorized by all necessary partnership action on the part of Ridgeline Equity Partners, LP, and no additional proceedings on the part of Ridgeline Equity Partners, LP or any Selling Stockholder are necessary to authorize the execution, delivery, or performance of this Agreement.

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

(d) Authorized Representative. Franklin Osei is the duly authorized representative of Ridgeline Equity Partners, LP and is empowered to act on behalf of the Stockholder Representative in connection with all matters arising under this Agreement.

Section 8.3 — Representations and Warranties of the Paying Agent.

The Paying Agent hereby represents and warrants to the other Parties as follows:

(a) Organization and Good Standing. Marlowe Asset Management Trust Company, N.A. is a national trust company duly organized, validly existing, and in good standing under the laws of the United States and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) Corporate Power and Authority. The Paying Agent has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance by the Paying Agent of this Agreement have been duly authorized by all necessary corporate action on the part of the Paying Agent, and no additional corporate proceedings on the part of the Paying Agent are necessary to authorize the execution, delivery, or performance of this Agreement.

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

ARTICLE IX — TAX MATTERS

Section 9.1 — Tax Reporting.

The Paying Agent shall prepare and file (or cause to be prepared and filed) any and all information returns required by applicable law in connection with payments made hereunder, including IRS Forms 1099 (Form 1099-B, Form 1099-MISC, or such other variant as may be applicable) and IRS Forms 1042-S, as applicable. Such information returns shall be filed with the IRS and provided to the applicable Selling Stockholders within the time periods required by applicable law. The Paying Agent shall provide the Buyer and the Stockholder Representative with copies of all such information returns at the time of filing or as soon as reasonably practicable thereafter.

Section 9.2 — Tax Identification.

Each Selling Stockholder shall provide to the Paying Agent a properly completed and duly executed IRS Form W-9 (or, in the case of a Selling Stockholder that is not a United States person within the meaning of Section 7701(a)(30) of the Code, the applicable IRS Form W-8) as a condition to receiving payment hereunder. The Paying Agent shall be entitled to withhold payment to any Selling Stockholder that has not provided such documentation, and the Paying Agent shall have no liability for any delay in distribution resulting from the failure of a Selling Stockholder to provide such documentation.

Section 9.3 — Tax Treatment of the Transaction.

The Parties acknowledge that the SPA contemplates a stock purchase transaction in which the Buyer is acquiring one hundred percent (100%) of the issued and outstanding capital stock of the Company from the Selling Stockholders. The Parties further acknowledge that no election under Section 338(h)(10) of the Code (or any corresponding provision of state, local, or foreign tax law) is being made with respect to the transaction. The Paying Agent shall have no responsibility for the tax characterization of the transaction or any payment hereunder and shall have no obligation to provide tax advice to any Party or any Selling Stockholder.

ARTICLE X — MISCELLANEOUS

Section 10.1 — Notices.

All notices, requests, demands, consents, approvals, directions, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) one (1) business day after being sent by nationally recognized overnight courier service (with proof of delivery), or (c) when sent by email (with confirmation of receipt by the intended recipient, which may include an automated "read receipt" or a responsive email confirming receipt), in each case addressed as follows:

If to the Buyer:

Cascade Retail Holdings Inc. 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119

Attention: Elena Vasquez-Bright, General Counsel

Email: evasquez-bright@cascaderetail.com

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

Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022

Attention: Harrison Wexford

Email: hwexford@calderwoodharkness.com

If to the Stockholder Representative:

Ridgeline Equity Partners, LP 200 Park Avenue South, 14th Floor New York, NY 10003

Attention: Franklin Osei, Managing Partner

Email: fosei@ridgelineequity.com

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

Calloway, Brandt & Loewe LLP 600 Travis Street, Suite 4500 Houston, TX 77002

Attention: Richard Calloway

Email: rcalloway@cbllaw.com

PAYING AGENT AGREEMENT
Dated as of October 15, 2025
by and among
CASCADE RETAIL HOLDINGS INC. a Delaware corporation (the "Buyer")
RIDGELINE EQUITY PARTNERS, LP a Delaware limited partnership, acting in its capacity as Stockholder Representative (the "Stockholder Representative")
and
Marlowe Asset Management TRUST COMPANY, N.A. a national trust company organized under the laws of the United States (the "Paying Agent")
In connection with that certain Stock Purchase Agreement dated May 20, 2025 by and among the Buyer, NovaMart Global Inc. (the "Company"), and the Selling Stockholders named therein
TABLE OF CONTENTS
Right-click to update Table of Contents
PAYING AGENT AGREEMENT
This PAYING AGENT AGREEMENT (this "Agreement") is entered into as of October 15, 2025 (the "Effective Date"), by and among Cascade Retail Holdings Inc., a Delaware corporation (the "Buyer"), Ridgeline Equity Partners, LP, a Delaware limited partnership, acting in its capacity as Stockholder Representative (the "Stockholder Representative"), and Marlowe Asset Management Trust Company, N.A., a national trust company organized under the laws of the United States (the "Paying Agent"). Each of the Buyer, the Stockholder Representative, and the Paying Agent is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, pursuant to that certain Stock Purchase Agreement dated as of May 20, 2025 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "SPA"), by and among the Buyer, NovaMart Global Inc., a Delaware corporation (the "Company"), and the Selling Stockholders identified therein, the Buyer is acquiring one hundred percent (100%) of the issued and outstanding capital stock of the Company from the Selling Stockholders for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Purchase Price"), payable entirely in cash;
WHEREAS, at the Closing (as defined herein), an amount equal to Ninety-Six Million Dollars ($96,000,000), representing eight percent (8%) of the Purchase Price (the "Escrow Amount"), will be deposited with Marlowe Asset Management Trust Company, N.A. in its separate capacity as escrow agent pursuant to that certain Escrow Agreement of even date herewith among the Buyer, the Stockholder Representative, and Marlowe Asset Management Trust Company, N.A. (the "Escrow Agreement"), and accordingly the aggregate amount available for distribution to the Selling Stockholders at Closing is One Billion One Hundred Four Million Dollars ($1,104,000,000) (the "Net Closing Consideration"), subject to adjustment for the estimated working capital adjustment as set forth in the SPA;
WHEREAS, the Parties desire to appoint Marlowe Asset Management Trust Company, N.A. as paying agent to receive the Net Closing Consideration from the Buyer and to distribute the applicable portion thereof to each Selling Stockholder upon receipt of properly completed documentation, all upon the terms and subject to the conditions set forth herein;
WHEREAS, Ridgeline Equity Partners, LP, acting through its Managing Partner, Franklin Osei, has been designated as the Stockholder Representative under the SPA and that certain Stockholder Representative Agreement of even date with the SPA (the "Stockholder Representative Agreement") to act on behalf of the Selling Stockholders in connection with, among other things, post-closing indemnification claims, working capital adjustments, and escrow releases, and the Stockholder Representative is authorized to act on behalf of the Selling Stockholders with respect to the matters set forth in this Agreement; and
WHEREAS, Continental Stocktransfer & Trust, Inc. serves as the transfer agent for the Company's capital stock, and the Paying Agent's duties hereunder are separate from and independent of any function performed by the transfer agent.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms.
As used in this Agreement, the following terms shall have the meanings set forth below:
"Agreement" means this Paying Agent Agreement, including all Exhibits hereto, as it may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Buyer" means Cascade Retail Holdings Inc., a Delaware corporation, with its principal place of business at 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119, and its successors and permitted assigns.
"Closing" means the closing of the transactions contemplated by the SPA.
"Closing Date" means the date on which the Closing occurs. The targeted Closing Date is October 15, 2025.
"Code" means the Internal Revenue Code of 1986, as amended.
"Company" means NovaMart Global Inc., a Delaware corporation, with its principal place of business at 1100 Congress Avenue, Suite 800, Austin, TX 78701.
"Escrow Agent" means Marlowe Asset Management Trust Company, N.A. in its capacity as escrow agent under the Escrow Agreement.
"Escrow Agreement" means that certain Escrow Agreement of even date herewith among the Buyer, the Stockholder Representative, and Marlowe Asset Management Trust Company, N.A., as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Escrow Amount" means Ninety-Six Million Dollars ($96,000,000), representing eight percent (8%) of the Purchase Price, deposited with the Escrow Agent pursuant to the Escrow Agreement.
"Estimated Working Capital Adjustment" means any adjustment to the Net Closing Consideration based on the estimated closing statement delivered by the Company pursuant to Section 2.04 of the SPA, measured against the Working Capital Target of Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), subject to the collar of plus or minus Five Million Dollars ($5,000,000) as set forth in the SPA.
"Final Working Capital Adjustment" means the post-closing true-up of working capital determined pursuant to Section 2.05 of the SPA.
"FIRPTA" means the Foreign Investment in Real Property Tax Act of 1980, as amended, and the regulations promulgated thereunder.
"Funds Flow Memorandum" means the funds flow memorandum prepared in connection with the Closing setting forth the sources, uses, and timing of all payments to be made on the Closing Date.
"IRS" means the United States Internal Revenue Service.
"Letter of Transmittal" means the form of letter of transmittal substantially in the form attached hereto as Exhibit A, to be completed and executed by each Selling Stockholder in connection with the surrender of Stock Certificates and the receipt of the applicable portion of the Net Closing Consideration.
"Net Closing Consideration" means One Billion One Hundred Four Million Dollars ($1,104,000,000), which represents the Purchase Price of One Billion Two Hundred Million Dollars ($1,200,000,000) minus the Escrow Amount of Ninety-Six Million Dollars ($96,000,000), subject to the Estimated Working Capital Adjustment as set forth in the SPA.
"Paying Agent" means Marlowe Asset Management Trust Company, N.A., a national trust company organized under the laws of the United States, with offices at One Liberty Place, 1650 Market Street, Suite 3600, Philadelphia, PA 19103, and its successors and permitted assigns.
"Paying Agent Fund" means the segregated account or accounts established by the Paying Agent into which the Net Closing Consideration is deposited and from which distributions are made to the Selling Stockholders in accordance with this Agreement.
"Payment Schedule" means the schedule delivered by the Buyer to the Paying Agent setting forth each Selling Stockholder's name, address, taxpayer identification number or employer identification number, number and class of shares held, Pro Rata Share percentage, the corresponding dollar amount of the Net Closing Consideration allocable to such Selling Stockholder, and wire transfer or other payment instructions for such Selling Stockholder, substantially in the form attached hereto as Exhibit E.
"Permitted Investments" means (a) money market funds rated in the highest category by Standard & Pelvoran Ratings Group or Moody's Investors Service, Inc., (b) direct obligations of, or obligations fully guaranteed as to principal and interest by, the United States of America or any agency or instrumentality thereof, having maturities of not more than ninety (90) days from the date of acquisition, or (c) demand deposits at Marlowe Asset Management Trust Company, N.A.
"Pro Rata Share" means, with respect to each Selling Stockholder, such Selling Stockholder's percentage share of the Net Closing Consideration as set forth in the Payment Schedule, corresponding to such Selling Stockholder's percentage ownership of the Company's outstanding capital stock. As of the date hereof, the anticipated Pro Rata Shares are as follows: Ridgeline Equity Partners, LP — 41.2%; Brindoval Ventures Fund III, LP — 22.8%; Julian Reeves — 18.5%; Priya Narasimhan — 8.3%; and Other Management and Employee Stockholders — 9.2% in the aggregate. The definitive Pro Rata Shares shall be as set forth in the Payment Schedule delivered at Closing.
"Purchase Price" means One Billion Two Hundred Million Dollars ($1,200,000,000), as set forth in the SPA.
"Selling Stockholders" means the holders of one hundred percent (100%) of the issued and outstanding capital stock of the Company, as identified on the Payment Schedule.
"SPA" means that certain Stock Purchase Agreement dated as of May 20, 2025, by and among the Buyer, the Company, and the Selling Stockholders named therein, as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Stock Certificates" means the certificates representing shares of capital stock of the Company, or, in the case of lost, stolen, or destroyed certificates, the documentation described in Section 3.3(c) of this Agreement.
"Stockholder Representative" means Ridgeline Equity Partners, LP, a Delaware limited partnership, acting through Franklin Osei, Managing Partner, as Stockholder Representative under the SPA and the Stockholder Representative Agreement.
"Stockholder Representative Agreement" means that certain Stockholder Representative Agreement entered into in connection with the SPA, pursuant to which the Selling Stockholders appointed Ridgeline Equity Partners, LP as their representative for certain post-closing matters.
"Transfer Agent" means Continental Stocktransfer & Trust, Inc., in its capacity as transfer agent for the Company's capital stock.
"Working Capital Target" means Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), as set forth in Section 2.04 of the SPA.
Section 1.2 — SPA Definitions Incorporated.
Any capitalized term used but not otherwise defined in this Agreement shall have the meaning assigned to such term in the SPA. In the event of any conflict between a definition contained in this Agreement and a definition contained in the SPA, the definition contained in this Agreement shall control for purposes of this Agreement.
Section 1.3 — Construction.
Unless the context of this Agreement otherwise requires: (a) the headings and captions contained in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement; (b) words importing the singular shall include the plural and vice versa; (c) words importing gender shall include all genders; (d) the word "including" (and with correlative meaning "include" and "includes") means including without limiting the generality of any description preceding or following such term and shall be deemed in each case to be followed by the words "without limitation"; (e) all references herein to "dollars" or "$" are to United States dollars; (f) all references to "days" mean calendar days unless otherwise specified as "business days"; (g) a "business day" means any day other than a Saturday, Sunday, or a day on which banking institutions in New York, New York, Philadelphia, Pennsylvania, or Seattle, Washington are authorized or obligated by law or executive order to close; (h) any reference to an "Article," "Section," or "Exhibit" refers to the corresponding Article, Section, or Exhibit of or to this Agreement; and (i) the Exhibits attached hereto are incorporated herein by reference and shall be deemed a part of this Agreement.
ARTICLE II — APPOINTMENT AND AUTHORITY OF PAYING AGENT
Section 2.1 — Appointment.
The Buyer and the Stockholder Representative hereby appoint Marlowe Asset Management Trust Company, N.A. as paying agent for purposes of receiving, holding, and distributing the Net Closing Consideration to the Selling Stockholders in accordance with the terms and conditions of this Agreement, and Marlowe Asset Management Trust Company, N.A. hereby accepts such appointment upon the terms and conditions set forth herein. The Paying Agent's authority under this Agreement shall be limited to the specific duties and responsibilities expressly set forth herein, and the Paying Agent shall have no authority to act on behalf of any Party or any Selling Stockholder except as expressly provided in this Agreement.
Section 2.2 — Acceptance by Paying Agent.
Marlowe Asset Management Trust Company, N.A. hereby accepts its appointment as Paying Agent and agrees to perform its obligations hereunder in accordance with the terms and conditions of this Agreement. The Paying Agent acknowledges receipt of a copy of the SPA (including all schedules and exhibits thereto) for informational purposes only; provided, however, that the Paying Agent's duties and obligations shall be determined solely by reference to this Agreement and shall not be expanded, modified, or supplemented by the terms of the SPA or any other transaction document. The Paying Agent's duties and obligations shall be solely those expressly set forth herein and shall be ministerial and administrative in nature. The Paying Agent shall have no implied duties, obligations, or responsibilities whatsoever, and no implied covenants or obligations shall be read into this Agreement against the Paying Agent.
Section 2.3 — Relationship to Escrow Agent Role.
The Parties acknowledge that Marlowe Asset Management Trust Company, N.A. is also acting as Escrow Agent under the Escrow Agreement with respect to the Escrow Amount of Ninety-Six Million Dollars ($96,000,000). The Parties further acknowledge and agree that the duties and obligations of the Paying Agent under this Agreement and the duties and obligations of the Escrow Agent under the Escrow Agreement are independent and shall be construed independently of one another. The Paying Agent's obligations under this Agreement relate solely to the Net Closing Consideration (One Billion One Hundred Four Million Dollars ($1,104,000,000), as adjusted for the Estimated Working Capital Adjustment) and do not extend to the Escrow Amount, which is governed exclusively by the terms and conditions of the Escrow Agreement. No action taken or omitted by Marlowe Asset Management Trust Company, N.A. in its capacity as Escrow Agent shall affect its duties, obligations, or protections in its capacity as Paying Agent, and vice versa. Any claim against Marlowe Asset Management Trust Company, N.A. arising under the Escrow Agreement shall be made pursuant to the terms of the Escrow Agreement, and any claim against Marlowe Asset Management Trust Company, N.A. arising under this Agreement shall be made pursuant to the terms of this Agreement.
ARTICLE III — DEPOSIT AND DISTRIBUTION OF NET CLOSING CONSIDERATION
Section 3.1 — Deposit of Funds.
(a) Deposit Obligation. On or before the Closing Date, the Buyer shall deposit (or cause to be deposited) in immediately available funds the Net Closing Consideration (as adjusted for the Estimated Working Capital Adjustment, if any) into an account designated in writing by the Paying Agent (the "Paying Agent Fund"). The deposit shall be made by wire transfer of immediately available funds to the Paying Agent Fund in accordance with the wire instructions set forth in Exhibit B hereto.
(b) Sources of Funds. The Buyer will fund the Net Closing Consideration from the following sources, as set forth in the Funds Flow Memorandum prepared in connection with the Closing: (i) the proceeds of the Seven Hundred Fifty Million Dollar ($750,000,000) Senior Secured Term Loan B from Cornerstone National Bank, N.A. (as Administrative Agent) and Caluvori Capital Partners, Inc. (as Co-Lead Arranger); (ii) a Two Hundred Million Dollar ($200,000,000) draw under Cascade's existing revolving credit facility with Cornerstone National Bank, N.A.; and (iii) Two Hundred Fifty Million Dollars ($250,000,000) in cash on hand. The foregoing description of funding sources is included for reference purposes only; the Paying Agent shall have no responsibility for, and shall not be required to verify, the sources of the funds deposited into the Paying Agent Fund or the sufficiency or availability of such funds prior to their deposit.
(c) Segregation of Funds. The Paying Agent shall hold the Net Closing Consideration in the Paying Agent Fund in a segregated account and shall not commingle such funds with its own funds or with the funds of any other person or entity. The Paying Agent Fund shall be maintained at Marlowe Asset Management Trust Company, N.A. or at such other financial institution as the Paying Agent may designate with the prior written consent of the Buyer and the Stockholder Representative.
(d) Confirmation of Receipt. Promptly upon receipt of the Net Closing Consideration into the Paying Agent Fund, the Paying Agent shall provide written confirmation of such receipt to the Buyer and the Stockholder Representative, including the amount received and the date and time of receipt.
Section 3.2 — Payment Schedule.
(a) Delivery of Payment Schedule. Prior to or concurrently with the deposit of the Net Closing Consideration into the Paying Agent Fund, the Buyer shall deliver to the Paying Agent a Payment Schedule, substantially in the form attached hereto as Exhibit E, setting forth:
(i) the name and address of each Selling Stockholder;
(ii) the taxpayer identification number or employer identification number of each Selling Stockholder;
(iii) the number and class of shares of Company capital stock held by each Selling Stockholder;
(iv) the Pro Rata Share of each Selling Stockholder, expressed as a percentage;
(v) the dollar amount of the Net Closing Consideration payable to each Selling Stockholder, calculated based on the applicable Pro Rata Share applied to the Net Closing Consideration as adjusted for the Estimated Working Capital Adjustment; and
(vi) wire transfer instructions or other payment instructions for each Selling Stockholder, including the bank name, ABA routing number, account number, and reference information for each wire transfer.
(b) Certification and Countersignature. The Payment Schedule shall be certified as accurate by an authorized officer of the Buyer and shall be countersigned by the Stockholder Representative. The Paying Agent shall not be required to make any distribution pursuant to Section 3.3 until it has received a Payment Schedule that has been so certified and countersigned.
(c) Reliance on Payment Schedule. The Paying Agent shall be entitled to rely conclusively on the Payment Schedule without independent investigation or verification of the accuracy, completeness, or correctness thereof. The Paying Agent shall have no liability to any Selling Stockholder or any other person for any inaccuracy in the Payment Schedule.
(d) Amendments to Payment Schedule. The Payment Schedule may be amended or supplemented only by joint written instruction of the Buyer and the Stockholder Representative delivered to the Paying Agent. The Paying Agent shall be entitled to rely on any such amended or supplemented Payment Schedule and shall have no obligation to distribute funds in accordance with any prior version of the Payment Schedule following its receipt of an amended version.
Section 3.3 — Distribution to Selling Stockholders.
(a) Conditions to Distribution. The Paying Agent shall distribute to each Selling Stockholder the amount set forth opposite such Selling Stockholder's name on the Payment Schedule promptly (and in any event within three (3) business days) following the Paying Agent's receipt of all of the following from such Selling Stockholder:
(i) a duly completed and executed Letter of Transmittal in the form attached hereto as Exhibit A;
(ii) the Stock Certificates representing all shares of Company capital stock held by such Selling Stockholder, duly endorsed in blank or accompanied by duly executed stock powers in a form acceptable to the Paying Agent (the form of stock power being attached hereto as Exhibit C), in either case with signatures guaranteed by a participant in a recognized medallion signature guarantee program, if required by the Paying Agent;
(iii) in the case of any Stock Certificates that have been lost, stolen, or destroyed, an affidavit of loss in the form set forth in the Letter of Transmittal, together with, if required by the Buyer, an indemnity bond in customary form and amount, naming the Buyer and the Paying Agent as obligees, issued by a surety company reasonably satisfactory to the Buyer;
(iv) a properly completed and duly executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or, in the case of a Selling Stockholder that is not a United States person within the meaning of Section 7701(a)(30) of the Code, the applicable IRS Form W-8 (including Form W-8BEN, Form W-8BEN-E, Form W-8ECI, Form W-8EXP, or Form W-8IMY, as appropriate), certifying such Selling Stockholder's taxpayer identification number and providing the certifications required thereunder; and
(v) such other documents or instruments as may be reasonably requested by the Paying Agent or the Buyer to effect the transfer of Company capital stock and the distribution of consideration, including any documentation required to comply with applicable anti-money laundering laws and regulations, and "know your customer" requirements.
(b) Method of Payment. Payments to Selling Stockholders shall be made by wire transfer of immediately available funds to the account designated by the applicable Selling Stockholder in the Letter of Transmittal. If wire transfer instructions are not provided by a Selling Stockholder, or if the Selling Stockholder has elected to receive payment by check, payment shall be made by check mailed by first-class mail, postage prepaid, to the address set forth in the Letter of Transmittal. The Paying Agent shall have no obligation to make payment by any method other than wire transfer or check as described in this Section 3.3(b).
(c) Limitation on Distributions. The Paying Agent shall distribute funds only in accordance with the amounts set forth on the Payment Schedule. In no event shall the Paying Agent distribute to any Selling Stockholder an amount in excess of such Selling Stockholder's allocation as set forth on the Payment Schedule. The aggregate amount distributed by the Paying Agent to all Selling Stockholders shall not exceed the amount of funds held in the Paying Agent Fund.
(d) Rejection of Incomplete Submissions. If the Paying Agent determines that a Letter of Transmittal or any accompanying documentation submitted by a Selling Stockholder is incomplete, defective, or not in proper form, the Paying Agent shall promptly notify such Selling Stockholder (with a copy to the Stockholder Representative) of the deficiency and shall not make payment to such Selling Stockholder until the deficiency has been cured to the Paying Agent's reasonable satisfaction. The Paying Agent shall have no liability for any delay in distribution resulting from incomplete or defective submissions.
(e) Stock Certificates. Upon receipt of validly surrendered Stock Certificates (or affidavits of loss and indemnity bonds in lieu thereof), the Paying Agent shall promptly deliver such Stock Certificates (or affidavits) to the Buyer or as the Buyer may direct in writing. The Stock Certificates so surrendered shall be cancelled and shall not be reissued or re-transferred.
Section 3.4 — Withholding.
(a) Authority to Withhold. The Paying Agent shall be entitled (and, if required by applicable law, obligated) to deduct and withhold from any payment to be made to a Selling Stockholder pursuant to this Agreement such amounts as are required to be deducted and withheld under the Code, or any provision of applicable U.S. federal, state, local, or foreign tax law, including any amounts required to be withheld under Section 1441, 1442, 1445, 1446, or 3406 of the Code.
(b) Remittance. Any amounts so deducted and withheld by the Paying Agent shall be remitted to the appropriate governmental authority in accordance with applicable law and shall be treated for all purposes of this Agreement as having been paid to the applicable Selling Stockholder in respect of which such deduction and withholding was made.
(c) Exemptions from Withholding. Backup withholding under Section 3406 of the Code shall not be imposed on amounts paid to any Selling Stockholder who has delivered a properly completed IRS Form W-9 to the Paying Agent, to the extent that such form establishes an exemption from backup withholding. Withholding under Section 1445 of the Code (FIRPTA) shall not apply to the extent that the Company delivers to the Buyer, on or prior to the Closing Date, a certificate of non-foreign status in the form required by Treasury Regulation Section 1.1445-2(c)(3), as contemplated by the SPA. The Paying Agent shall be entitled to rely on any such Form W-9, Form W-8, or FIRPTA certificate delivered to it in determining whether withholding is required.
(d) Notice of Withholding. In the event the Paying Agent determines that withholding is required with respect to any payment to a Selling Stockholder, the Paying Agent shall use commercially reasonable efforts to notify such Selling Stockholder (with a copy to the Buyer and the Stockholder Representative) of such withholding prior to making such payment, specifying the amount to be withheld and the basis therefor; provided, however, that the failure to provide such notice shall not relieve the Paying Agent of its withholding obligations or create any liability of the Paying Agent to any person.
(e) Information Returns. The Paying Agent shall prepare and file (or cause to be prepared and filed) any and all information returns required in connection with payments made hereunder, including IRS Forms 1099 and 1042-S, as applicable, and shall provide the Buyer and the Stockholder Representative with copies of all such information returns.
Section 3.5 — No Interest.
(a) General Rule. No interest shall accrue or be payable on the Net Closing Consideration or any portion thereof while held in the Paying Agent Fund, and no Selling Stockholder shall be entitled to receive interest on such Selling Stockholder's portion of the Net Closing Consideration for any period during which such funds are held by the Paying Agent. Any investment earnings on the Paying Agent Fund, if any, shall be for the account of the Buyer, and the Paying Agent shall distribute such earnings to the Buyer upon the Buyer's written request (or at such other time as the Buyer may direct in writing).
(b) Permitted Investments. Notwithstanding the foregoing, upon the joint written instruction of the Buyer and the Stockholder Representative delivered to the Paying Agent, funds in the Paying Agent Fund may be invested in Permitted Investments, with investment earnings allocated as jointly directed by the Buyer and the Stockholder Representative in such written instruction. In the absence of any such joint written instruction, the Paying Agent shall have no obligation to invest any funds in the Paying Agent Fund and may hold such funds uninvested in a non-interest-bearing account. The Paying Agent shall have no responsibility or liability for any loss resulting from any investment or non-investment of funds in the Paying Agent Fund made in accordance with this Section 3.5(b), including any loss of principal resulting from any such investment.
Section 3.6 — Unclaimed Funds.
(a) Return to Buyer. Any portion of the Net Closing Consideration that remains undistributed twelve (12) months after the Closing Date because the applicable Selling Stockholder has not submitted a properly completed Letter of Transmittal, Stock Certificates (or affidavits and indemnity bonds in lieu thereof), and other documentation required under Section 3.3 shall, upon the written request of the Buyer delivered to the Paying Agent (with a copy to the Stockholder Representative), be returned to the Buyer, and thereafter any such Selling Stockholder who has not theretofore complied with the requirements of Section 3.3 shall look solely to the Buyer (subject to abandoned property, escheat, and similar laws) for payment of such Selling Stockholder's portion of the Net Closing Consideration.
(b) Release of Paying Agent. Upon the return of any unclaimed funds to the Buyer pursuant to Section 3.6(a), the Paying Agent shall be released from all further obligation and liability with respect to such funds and with respect to any claim of the applicable Selling Stockholder relating thereto.
(c) Abandoned Property and Escheat. None of the Paying Agent, the Buyer, or the Stockholder Representative shall be liable to any Selling Stockholder or any other person for any amounts delivered to a public official pursuant to any applicable abandoned property, escheat, or similar law. If any funds in the Paying Agent Fund are required to be remitted to a governmental authority pursuant to any applicable abandoned property, escheat, or similar law, the Paying Agent shall be entitled to remit such funds to the applicable governmental authority in compliance with such law, and neither the Buyer nor the Stockholder Representative shall have any claim against the Paying Agent with respect to such remittance.
Section 3.7 — Post-Closing Working Capital Adjustment Payments.
(a) Overview. Following the determination of the Final Working Capital Adjustment pursuant to Section 2.05 of the SPA (measured against the Working Capital Target of Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), with a collar of plus or minus Five Million Dollars ($5,000,000)), any additional amounts payable to the Selling Stockholders or any amounts required to be returned by the Selling Stockholders to the Buyer shall be handled in accordance with this Section 3.7.
(b) Additional Amounts Payable to Selling Stockholders. If the Final Working Capital Adjustment results in additional amounts payable to the Selling Stockholders (i.e., if the final closing working capital exceeds the estimated closing working capital by an amount that, when taken together with the Estimated Working Capital Adjustment, results in an additional payment obligation of the Buyer), the Buyer shall deposit such additional amounts with the Paying Agent within five (5) business days following the final determination of the Final Working Capital Adjustment, and the Paying Agent shall distribute such amounts to the Selling Stockholders in accordance with the Pro Rata Shares set forth on the Payment Schedule (or an updated Payment Schedule delivered by the Buyer and countersigned by the Stockholder Representative reflecting such adjustment). Such distributions shall be made by wire transfer of immediately available funds to the accounts previously designated by each Selling Stockholder, unless the Buyer and the Stockholder Representative jointly instruct the Paying Agent otherwise in writing.
(c) Amounts Payable by Selling Stockholders to Buyer. If the Final Working Capital Adjustment results in an amount payable by the Selling Stockholders to the Buyer (i.e., if the final closing working capital is less than the estimated closing working capital by an amount that, when taken together with the Estimated Working Capital Adjustment, results in a repayment obligation of the Selling Stockholders), such repayment obligation shall be satisfied first from the Escrow Amount in accordance with the terms and procedures set forth in the Escrow Agreement, and the Paying Agent shall have no obligation with respect thereto except as specifically directed pursuant to a joint written instruction of the Buyer and the Stockholder Representative or a final, non-appealable determination under the dispute resolution procedures set forth in Section 2.05 of the SPA.
(d) Paying Agent's Limited Role. The Paying Agent shall have no responsibility for determining the amount of any Final Working Capital Adjustment or for resolving any dispute between the Buyer and the Stockholder Representative with respect thereto. The Paying Agent shall act solely upon joint written instructions of the Buyer and the Stockholder Representative, or upon receipt of a final, binding determination pursuant to the SPA, in connection with any distributions under this Section 3.7.
ARTICLE IV — DUTIES, RIGHTS, AND PROTECTIONS OF PAYING AGENT
Section 4.1 — Limited Duties.
(a) The Paying Agent shall have only those duties and obligations expressly set forth in this Agreement and shall not be subject to, or obligated to perform, any implied duties, covenants, or obligations, whether arising by operation of law, custom, course of dealing, or otherwise.
(b) The Paying Agent acts solely as a paying agent hereunder and not as a fiduciary, trustee, partner, joint venturer, or agent (except as the term "agent" is used in its capacity as paying agent) for any Party, any Selling Stockholder, or any other person. No Party or Selling Stockholder shall have any right to direct or control the Paying Agent except as expressly set forth herein. The Paying Agent shall owe no fiduciary duty to any Party or any Selling Stockholder.
(c) The Paying Agent shall not be responsible for or have any duty or obligation with respect to (i) the negotiation, execution, validity, enforceability, or delivery of the SPA, the Escrow Agreement, the Stockholder Representative Agreement, or any other transaction document, (ii) the determination of the correctness or sufficiency of the Purchase Price, the Escrow Amount, the Net Closing Consideration, any working capital adjustment, or any other amount payable under the SPA or any other transaction document, (iii) the satisfaction of any condition precedent to the Closing or any other transaction contemplated by the SPA, or (iv) the compliance of any Party or any Selling Stockholder with applicable law, except as expressly set forth herein with respect to the Paying Agent's own obligations.
Section 4.2 — Reliance.
(a) The Paying Agent shall be entitled to rely conclusively, and shall be fully protected in acting or refraining from acting, upon any notice, instruction, direction, certificate, document, statement, or other writing (including electronic communications) furnished to it hereunder that it believes in good faith to be genuine and to have been signed, presented, or sent by the proper person or persons. Without limiting the generality of the foregoing, the Paying Agent shall be entitled to rely upon the Payment Schedule, Letters of Transmittal, stock powers, IRS Forms W-9 and W-8, FIRPTA certificates, joint written instructions, and all other documents and communications received by the Paying Agent in connection with this Agreement.
(b) The Paying Agent shall be entitled to consult with and obtain advice from legal counsel (who may be counsel to any Party hereto, including in-house counsel of the Paying Agent), accountants, and other professionals and advisors selected by the Paying Agent, and the Paying Agent shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such advice. The fees and expenses of such counsel, accountants, and other professionals shall be reimbursable expenses of the Paying Agent pursuant to Section 6.2.
(c) The Paying Agent shall be entitled to rely on any joint written instruction executed by the Buyer and the Stockholder Representative as being fully authorized and binding on each of such Parties and on all Selling Stockholders.
Section 4.3 — No Investigation.
The Paying Agent shall not be required to make any investigation into the facts or matters stated in any notice, instruction, certificate, document, or other writing received by it, and the Paying Agent may accept and rely upon all such statements of fact, matters, or circumstances as true, complete, and accurate without any duty of inquiry or investigation. Without limiting the generality of the foregoing, the Paying Agent shall have no obligation to: (a) verify the identity of any Selling Stockholder or the authority of any person executing any Letter of Transmittal, stock power, or other document on behalf of a Selling Stockholder; (b) determine the validity or authenticity of any Stock Certificate surrendered to it; (c) verify the accuracy of the Payment Schedule, including the Pro Rata Shares, dollar allocations, or wire transfer instructions set forth therein; (d) confirm the completion or satisfaction of any conditions to the Closing under the SPA; or (e) monitor or enforce any covenants, representations, or warranties contained in the SPA or any other transaction document.
Section 4.4 — Conflicting Instructions.
If at any time the Paying Agent receives conflicting instructions, notices, or directions from the Buyer and the Stockholder Representative with respect to any matter arising under this Agreement, or if the Paying Agent is uncertain as to any action to be taken or any position to be adopted hereunder, the Paying Agent may, in its sole and absolute discretion, take any one or more of the following actions:
(a) refrain from taking any action with respect to the matter in question (other than holding funds in the Paying Agent Fund) until the conflict or uncertainty is resolved to the Paying Agent's reasonable satisfaction by joint written instruction of the Buyer and the Stockholder Representative, and the Paying Agent shall not be liable for any delay resulting from such inaction;
(b) file an interpleader action or other appropriate legal proceeding in any court of competent jurisdiction (including the Delaware Court of Chancery or the United States District Court for the District of Delaware), deposit the affected funds (or all funds in the Paying Agent Fund) with such court, and thereby be relieved and discharged from all further obligations and liability with respect to such funds, the costs and expenses of such interpleader action (including the reasonable fees and disbursements of counsel to the Paying Agent) to be borne jointly and severally by the Buyer and the Stockholder Representative; or
(c) resign in accordance with Section 7.3.
Section 4.5 — Force Majeure.
The Paying Agent shall not be liable for any failure or delay in performing any of its obligations hereunder to the extent that such failure or delay is caused by or results from acts of God, fire, flood, earthquake, hurricane, tornado, or other natural disaster, war (whether declared or undeclared), armed conflict, invasion, military action, terrorism, sabotage, civil unrest, riot, insurrection, embargo, blockade, sanctions, government action or inaction, pandemic, epidemic, quarantine, labor dispute, strike, lockout, power outage, internet or telecommunications failure, cyberattack, disruption of banking or financial systems, or any other cause or event beyond the Paying Agent's reasonable control. The Paying Agent shall use commercially reasonable efforts to mitigate the effects of any such event and to resume performance of its obligations as soon as reasonably practicable.
ARTICLE V — LIABILITY, INDEMNIFICATION, AND EXCULPATION
Section 5.1 — Standard of Care.
(a) The Paying Agent shall not be liable for any action taken or omitted to be taken by it hereunder, or for any loss or damage suffered by any Party, any Selling Stockholder, or any other person in connection with the performance of the Paying Agent's duties hereunder, except to the extent that such loss or damage is directly caused by the Paying Agent's own gross negligence, willful misconduct, or fraud, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
(b) Under no circumstances shall the Paying Agent be liable for any consequential, indirect, special, incidental, exemplary, or punitive damages of any nature whatsoever, including lost profits, loss of business opportunity, or diminution in value, regardless of whether any claim for such damages is based on contract, tort, strict liability, or any other theory, and regardless of whether the Paying Agent has been advised of the possibility of such damages.
(c) The Paying Agent shall not be liable for any act or omission of any predecessor or successor paying agent, and the Paying Agent shall not be liable for any interest on any funds held by it except as otherwise expressly provided herein.
Section 5.2 — Indemnification by the Buyer and the Stockholder Representative.
(a) Indemnification Obligation. The Buyer and the Stockholder Representative (on behalf of the Selling Stockholders), jointly and severally, shall indemnify, defend, and hold harmless the Paying Agent and its officers, directors, employees, agents, and affiliates (collectively, the "Paying Agent Indemnified Parties") from and against any and all losses, liabilities, damages, claims, penalties, fines, judgments, settlements, costs, and expenses (including reasonable fees and disbursements of counsel) (collectively, "Losses") arising out of or in connection with the Paying Agent's acceptance of or performance of its duties under this Agreement or this Agreement generally, including any Losses arising out of or in connection with any litigation, claim, dispute, or proceeding involving the Paying Agent as a result of this Agreement or the transactions contemplated hereby, except to the extent that such Losses are finally determined by a court of competent jurisdiction (in a final, non-appealable judgment) to have resulted directly from the Paying Agent's own gross negligence, willful misconduct, or fraud.
(b) Advancement of Expenses. Without prejudice to the generality of Section 5.2(a), the Buyer and the Stockholder Representative, jointly and severally, shall advance to the Paying Agent, upon the Paying Agent's written request, the reasonable fees and disbursements of counsel and other reasonable out-of-pocket expenses incurred by any Paying Agent Indemnified Party in defending against any claim, action, or proceeding for which indemnification is sought under this Section 5.2, as and when such fees and expenses are incurred, subject to the undertaking by the Paying Agent to repay such amounts if it is finally determined by a court of competent jurisdiction (in a final, non-appealable judgment) that the Paying Agent is not entitled to indemnification hereunder.
(c) Survival. The indemnification obligations set forth in this Section 5.2 shall survive the termination of this Agreement, the distribution of all funds in the Paying Agent Fund, and the resignation or removal of the Paying Agent.
Section 5.3 — Lien.
The Paying Agent shall have a first-priority lien on the Paying Agent Fund for any unpaid fees, expenses, or indemnification obligations due to it hereunder. The Paying Agent's lien shall be prior to any interest of the Buyer, the Stockholder Representative, or any Selling Stockholder in the Paying Agent Fund. Notwithstanding the foregoing, the Paying Agent shall not exercise such lien without first providing the Buyer and the Stockholder Representative with at least ten (10) business days' prior written notice of its intent to do so, specifying the amount of unpaid fees, expenses, or indemnification obligations claimed. If the Buyer pays the amounts claimed by the Paying Agent within such ten (10) business day period, the Paying Agent shall not exercise such lien.
ARTICLE VI — FEES AND EXPENSES
Section 6.1 — Paying Agent Fees.
The Buyer shall pay to the Paying Agent the fees set forth on Exhibit D hereto for its services as Paying Agent under this Agreement. Such fees shall be payable in accordance with the payment schedule set forth on Exhibit D. All Paying Agent fees payable hereunder are part of the estimated buyer-side transaction costs for the acquisition (included within the approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) in total estimated buyer-side transaction costs as set forth in the Funds Flow Memorandum). The Paying Agent's fees shall not be deducted from the Paying Agent Fund and shall not reduce the Net Closing Consideration payable to the Selling Stockholders.
Section 6.2 — Reimbursement of Expenses.
The Buyer shall reimburse the Paying Agent for all reasonable and documented out-of-pocket expenses incurred by the Paying Agent in connection with the performance of its duties hereunder, including, without limitation, postage, courier charges, telephone charges, printing and reproduction costs, wire transfer fees, travel expenses, and legal fees and disbursements of outside counsel retained by the Paying Agent in connection with its duties under this Agreement. The Paying Agent shall submit invoices for such expenses to the Buyer on a monthly basis (or at such other intervals as the Paying Agent and the Buyer may agree), and the Buyer shall pay such invoices within thirty (30) days of receipt.
Section 6.3 — Fees Not Contingent.
The Paying Agent's right to receive its fees and to be reimbursed for expenses shall not be contingent upon the completion of the distribution of all of the Net Closing Consideration to the Selling Stockholders, the termination of this Agreement, or the occurrence or non-occurrence of any other event. The Paying Agent's fees shall be earned upon the execution of this Agreement and shall not be subject to refund in whole or in part.
ARTICLE VII — TERM, RESIGNATION, AND REMOVAL
Section 7.1 — Term.
This Agreement shall become effective upon its execution and delivery by all Parties hereto and shall remain in full force and effect until the earliest of: (a) the date on which all of the Net Closing Consideration (and any additional amounts deposited with the Paying Agent pursuant to Section 3.7) has been distributed to the Selling Stockholders in accordance with the terms hereof or returned to the Buyer pursuant to Section 3.6; (b) the date on which a successor Paying Agent has been appointed in accordance with this Article VII and has accepted such appointment and received all funds remaining in the Paying Agent Fund; or (c) the date on which this Agreement is terminated by the mutual written consent of the Buyer and the Stockholder Representative (with notice to the Paying Agent), with such termination to be effective upon the transfer of all funds remaining in the Paying Agent Fund to the Buyer or as otherwise directed in such mutual written consent.
Section 7.2 — Removal.
The Paying Agent may be removed at any time by the joint written instruction of the Buyer and the Stockholder Representative, upon at least thirty (30) days' prior written notice to the Paying Agent. Such notice shall specify the effective date of removal and the identity and contact information of the successor Paying Agent. Upon removal, the Paying Agent shall, on or before the effective date of removal, transfer any funds remaining in the Paying Agent Fund (less any amounts due to the Paying Agent for fees, expenses, or indemnification obligations) to such successor Paying Agent as is designated in writing by the Buyer and the Stockholder Representative. The removed Paying Agent shall be entitled to receive all fees and expenses accrued through the effective date of removal.
Section 7.3 — Resignation.
(a) The Paying Agent may resign at any time upon at least thirty (30) days' prior written notice to the Buyer and the Stockholder Representative. Such notice shall specify the intended effective date of resignation.
(b) Upon resignation, the Paying Agent shall transfer any funds remaining in the Paying Agent Fund (less any amounts due to the Paying Agent for fees, expenses, or indemnification obligations) to a successor Paying Agent designated in writing by the Buyer and the Stockholder Representative. The Buyer and the Stockholder Representative shall use commercially reasonable efforts to appoint a successor Paying Agent within thirty (30) days of the Paying Agent's notice of resignation.
(c) If no successor Paying Agent has been appointed and has accepted such appointment within thirty (30) days after the date of the Paying Agent's notice of resignation, the Paying Agent may deposit any funds remaining in the Paying Agent Fund with a court of competent jurisdiction (including the Delaware Court of Chancery or the United States District Court for the District of Delaware), and upon such deposit, the Paying Agent shall be relieved and discharged from all further obligations, duties, and liabilities under this Agreement. The costs and expenses of any such deposit (including court filing fees and the reasonable fees and disbursements of counsel) shall be borne jointly and severally by the Buyer and the Stockholder Representative.
Section 7.4 — Survival.
The provisions of Article V (Liability, Indemnification, and Exculpation) and Article VI (Fees and Expenses) shall survive the termination of this Agreement, the distribution or return of all funds in the Paying Agent Fund, and the resignation or removal of the Paying Agent. The Paying Agent's right to indemnification, fees, and expense reimbursement shall not be affected by any termination, resignation, or removal.
ARTICLE VIII — REPRESENTATIONS AND WARRANTIES
Section 8.1 — Representations and Warranties of the Buyer.
The Buyer hereby represents and warrants to the other Parties as follows:
(a) Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Corporate Power and Authority. The Buyer has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance by the Buyer of this Agreement have been duly authorized by all necessary corporate action on the part of the Buyer, and no additional corporate proceedings on the part of the Buyer are necessary to authorize the execution, delivery, or performance of this Agreement.
(c) Due Execution; Binding Obligation. This Agreement has been duly executed and delivered by the Buyer and constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) No Conflicts. The execution, delivery, and performance by the Buyer of this Agreement does not and will not (i) violate, conflict with, or result in a breach of any provision of the Buyer's certificate of incorporation or bylaws, (ii) violate, conflict with, or result in a breach of any law, rule, regulation, order, judgment, or decree applicable to the Buyer, or (iii) require any consent, approval, or authorization of, or filing or registration with, any governmental authority or other third party that has not been obtained or made.
(e) Sufficiency of Funds. The Buyer has, or will have at Closing, sufficient funds to deposit the Net Closing Consideration (as adjusted for the Estimated Working Capital Adjustment) into the Paying Agent Fund. The Buyer's sources of funds include the proceeds of the Seven Hundred Fifty Million Dollar ($750,000,000) Senior Secured Term Loan B from Cornerstone National Bank, N.A. (as Administrative Agent) and Caluvori Capital Partners, Inc. (as Co-Lead Arranger), a Two Hundred Million Dollar ($200,000,000) draw under the Buyer's existing revolving credit facility with Cornerstone National Bank, N.A., and Two Hundred Fifty Million Dollars ($250,000,000) in cash on hand.
Section 8.2 — Representations and Warranties of the Stockholder Representative.
The Stockholder Representative hereby represents and warrants to the other Parties as follows:
(a) Organization and Good Standing. Ridgeline Equity Partners, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite partnership power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Authority. The Stockholder Representative has been duly authorized under the SPA and the Stockholder Representative Agreement to execute, deliver, and perform its obligations under this Agreement on behalf of the Selling Stockholders. The execution, delivery, and performance by the Stockholder Representative of this Agreement have been duly authorized by all necessary partnership action on the part of Ridgeline Equity Partners, LP, and no additional proceedings on the part of Ridgeline Equity Partners, LP or any Selling Stockholder are necessary to authorize the execution, delivery, or performance of this Agreement.
(c) Due Execution; Binding Obligation. This Agreement has been duly executed and delivered by the Stockholder Representative and constitutes a valid and binding obligation of the Stockholder Representative, enforceable against the Stockholder Representative in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) Authorized Representative. Franklin Osei is the duly authorized representative of Ridgeline Equity Partners, LP and is empowered to act on behalf of the Stockholder Representative in connection with all matters arising under this Agreement.
Section 8.3 — Representations and Warranties of the Paying Agent.
The Paying Agent hereby represents and warrants to the other Parties as follows:
(a) Organization and Good Standing. Marlowe Asset Management Trust Company, N.A. is a national trust company duly organized, validly existing, and in good standing under the laws of the United States and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Corporate Power and Authority. The Paying Agent has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance by the Paying Agent of this Agreement have been duly authorized by all necessary corporate action on the part of the Paying Agent, and no additional corporate proceedings on the part of the Paying Agent are necessary to authorize the execution, delivery, or performance of this Agreement.
(c) Due Execution; Binding Obligation. This Agreement has been duly executed and delivered by the Paying Agent and constitutes a valid and binding obligation of the Paying Agent, enforceable against the Paying Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
ARTICLE IX — TAX MATTERS
Section 9.1 — Tax Reporting.
The Paying Agent shall prepare and file (or cause to be prepared and filed) any and all information returns required by applicable law in connection with payments made hereunder, including IRS Forms 1099 (Form 1099-B, Form 1099-MISC, or such other variant as may be applicable) and IRS Forms 1042-S, as applicable. Such information returns shall be filed with the IRS and provided to the applicable Selling Stockholders within the time periods required by applicable law. The Paying Agent shall provide the Buyer and the Stockholder Representative with copies of all such information returns at the time of filing or as soon as reasonably practicable thereafter.
Section 9.2 — Tax Identification.
Each Selling Stockholder shall provide to the Paying Agent a properly completed and duly executed IRS Form W-9 (or, in the case of a Selling Stockholder that is not a United States person within the meaning of Section 7701(a)(30) of the Code, the applicable IRS Form W-8) as a condition to receiving payment hereunder. The Paying Agent shall be entitled to withhold payment to any Selling Stockholder that has not provided such documentation, and the Paying Agent shall have no liability for any delay in distribution resulting from the failure of a Selling Stockholder to provide such documentation.
Section 9.3 — Tax Treatment of the Transaction.
The Parties acknowledge that the SPA contemplates a stock purchase transaction in which the Buyer is acquiring one hundred percent (100%) of the issued and outstanding capital stock of the Company from the Selling Stockholders. The Parties further acknowledge that no election under Section 338(h)(10) of the Code (or any corresponding provision of state, local, or foreign tax law) is being made with respect to the transaction. The Paying Agent shall have no responsibility for the tax characterization of the transaction or any payment hereunder and shall have no obligation to provide tax advice to any Party or any Selling Stockholder.
ARTICLE X — MISCELLANEOUS
Section 10.1 — Notices.
All notices, requests, demands, consents, approvals, directions, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) one (1) business day after being sent by nationally recognized overnight courier service (with proof of delivery), or (c) when sent by email (with confirmation of receipt by the intended recipient, which may include an automated "read receipt" or a responsive email confirming receipt), in each case addressed as follows:
If to the Buyer:
Cascade Retail Holdings Inc. 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119
Attention: Elena Vasquez-Bright, General Counsel
Email: evasquez-bright@cascaderetail.com
with a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
Attention: Harrison Wexford
Email: hwexford@calderwoodharkness.com
If to the Stockholder Representative:
Ridgeline Equity Partners, LP 200 Park Avenue South, 14th Floor New York, NY 10003
Attention: Franklin Osei, Managing Partner
Email: fosei@ridgelineequity.com
with a copy to (which shall not constitute notice):
Calloway, Brandt & Loewe LLP 600 Travis Street, Suite 4500 Houston, TX 77002
Attention: Richard Calloway
Email: rcalloway@cbllaw.com
If to the Paying Agent:
Marlowe Asset Management Trust Company, N.A. One Liberty Place, 1650 Market Street, Suite 3600 Philadelphia, PA 19103
Attention: Patricia Keane, Vice President, Escrow Serv

PAYING AGENT AGREEMENT

TABLE OF CONTENTS

PAYING AGENT AGREEMENT

RECITALS

Record

Parties

Dates

Amounts