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STOCKHOLDER REPRESENTATIVE AGREEMENT

Dated as of May 20, 2025

by and among

CASCADE RETAIL HOLDINGS INC.

RIDGELINE EQUITY PARTNERS, LP (as Stockholder Representative)

and

THE SELLING STOCKHOLDERS IDENTIFIED HEREIN

STOCKHOLDER REPRESENTATIVE AGREEMENT

This STOCKHOLDER REPRESENTATIVE AGREEMENT (this "Agreement") is entered into as of May 20, 2025 (the "Effective Date"), by and among:

(i) Cascade Retail Holdings Inc., a Delaware corporation ("Buyer"), with its principal offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119;

(ii) Ridgeline Equity Partners, LP, a Delaware limited partnership (the "Stockholder Representative" or "Representative"), with its principal offices located at 200 Park Avenue South, 14th Floor, New York, New York 10003, acting through its Managing Partner, Franklin Osei; and

(iii) The Selling Stockholders identified on Exhibit A attached hereto (each, a "Selling Stockholder" and collectively, the "Selling Stockholders"), comprising:

(a) Ridgeline Equity Partners, LP, a Delaware limited partnership, holding approximately 41.2% of the issued and outstanding shares of common stock of NovaMart Global Inc. (as defined below), with its principal offices located at 200 Park Avenue South, 14th Floor, New York, New York 10003;

(b) Brindoval Ventures Fund III, LP, a Delaware limited partnership, holding approximately 22.8% of the issued and outstanding shares of common stock of NovaMart Global Inc., with its principal offices located at 555 Mission Street, Suite 2900, San Francisco, California 94105, acting through its General Partner, Naomi Katzenbach;

(c) Julian Reeves, an individual, holding approximately 18.5% of the issued and outstanding shares of common stock of NovaMart Global Inc.;

(d) Priya Narasimhan, an individual, holding approximately 8.3% of the issued and outstanding shares of common stock of NovaMart Global Inc.; and

(e) Other management and employee stockholders of NovaMart Global Inc., holding in the aggregate approximately 9.2% of the issued and outstanding shares of common stock of NovaMart Global Inc. (including shares issuable upon exercise of vested stock options), as individually listed on Exhibit A hereto.

Buyer, the Stockholder Representative, and the Selling Stockholders are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

This Agreement is entered into concurrently with, and in connection with, the execution and delivery of that certain Stock Purchase Agreement, dated as of May 20, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "SPA"), by and among Buyer, NovaMart Global Inc., a Delaware corporation (the "Company"), and the Selling Stockholders, pursuant to which Buyer has agreed to acquire 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) in cash, subject to the terms and conditions set forth therein (the "Transaction").

RECITALS

WHEREAS, the SPA provides for the acquisition by Buyer of one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc. from the Selling Stockholders for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) in cash (the "Purchase Price"), subject to adjustment as provided therein, upon the terms and conditions set forth in the SPA (the "Acquisition");

WHEREAS, pursuant to the terms and conditions of the SPA, at the Closing (as defined in the SPA), Ninety-Six Million Dollars ($96,000,000) (representing eight percent (8%) of the Purchase Price) shall be deposited into an escrow account (the "Escrow Fund") with Marlowe Asset Management Trust Company, N.A., a national banking association (the "Escrow Agent"), pursuant to a separate escrow agreement to be entered into as of the Closing Date by and among Buyer, the Stockholder Representative (on behalf of the Selling Stockholders), and the Escrow Agent (the "Escrow Agreement"), which Escrow Fund shall serve as security for the indemnification obligations of the Selling Stockholders under Article IX of the SPA and for the working capital adjustment obligations under Section 2.06 of the SPA;

WHEREAS, the SPA contemplates the appointment of a Stockholder Representative to act on behalf of, and as agent and attorney-in-fact for, the Selling Stockholders with respect to certain post-closing matters, including, without limitation, the negotiation, resolution, and settlement of indemnification claims under Article IX of the SPA, the resolution of working capital adjustment disputes under Section 2.06 of the SPA, the delivery of instructions to the Escrow Agent regarding the release, retention, or distribution of the Escrow Fund, the management of any tax-related matters pertaining to pre-closing periods, and other post-closing matters as more particularly described herein;

WHEREAS, the Selling Stockholders holding a majority in interest of the outstanding capital stock of the Company (measured as of immediately prior to the Closing) desire to appoint Ridgeline Equity Partners, LP, acting through its Managing Partner, Franklin Osei, as the Stockholder Representative, and the Stockholder Representative is willing to accept such appointment and to serve in such capacity, on the terms and conditions set forth in this Agreement; and

WHEREAS, this Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware, consistent with the governing law provisions of the SPA.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, 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 1.01 — Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the SPA. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings for purposes of this Agreement:

"Agreement" means this Stockholder Representative Agreement, including all exhibits and schedules hereto, as the same may be amended, modified, or supplemented from time to time in accordance with Section 11.05 hereof.

"Buyer" means Cascade Retail Holdings Inc., a Delaware corporation, and its permitted successors and assigns.

"Closing" has the meaning ascribed to such term in Section 2.03 of the SPA.

"Closing Date" means the date on which the Closing occurs. The targeted Closing Date is October 15, 2025, subject to the satisfaction or waiver of all conditions to Closing set forth in Article VII of the SPA. The outside date for the occurrence of the Closing is December 31, 2025 (the "Outside Date"), as set forth in the SPA.

"Company" means NovaMart Global Inc., a Delaware corporation.

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

"Escrow Agreement" means the escrow agreement to be entered into as of the Closing Date by and among Buyer, the Stockholder Representative (acting on behalf of the Selling Stockholders), and Marlowe Asset Management Trust Company, N.A., as Escrow Agent, substantially in the form attached as Exhibit D to the SPA.

"Escrow Fund" means the aggregate amount of Ninety-Six Million Dollars ($96,000,000) deposited at Closing into the escrow account maintained by the Escrow Agent pursuant to the Escrow Agreement, together with all interest and other amounts earned thereon, less any amounts disbursed from such account in accordance with the terms of the Escrow Agreement.

"Indemnification Cap" means Two Hundred Sixteen Million Dollars ($216,000,000), representing eighteen percent (18%) of the Purchase Price, which is the maximum aggregate amount of the Selling Stockholders' indemnification obligations under Article IX of the SPA with respect to breaches of general representations and warranties (excluding fundamental representations and tax representations, which are subject to separate limitations as set forth in the SPA).

"Joinder Agreement" means a joinder agreement substantially in the form attached hereto as Exhibit B.

"Purchase Price" means One Billion Two Hundred Million Dollars ($1,200,000,000) in cash, subject to adjustment as provided in the SPA (including the working capital adjustment under Section 2.06 of the SPA).

"Representative Expense Fund" has the meaning ascribed to such term in Section 5.01 hereof.

"Selling Stockholders" means the Persons identified as such in the Preamble to this Agreement and listed on Exhibit A hereto, together with any Person who becomes a party to this Agreement by executing and delivering a Joinder Agreement in accordance with Section 2.03 hereof.

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

"Stockholder Representative" or "Representative" means Ridgeline Equity Partners, LP, a Delaware limited partnership, acting through its Managing Partner, Franklin Osei, or any successor Stockholder Representative appointed in accordance with Article VII hereof.

"Survival Period" means (a) with respect to general representations and warranties of the Selling Stockholders set forth in Article III and Article IV of the SPA, the period ending twenty-four (24) months from the Closing Date, (b) with respect to fundamental representations of the Selling Stockholders (including representations regarding organization, authority, title to shares, capitalization, and absence of broker's fees), indefinitely, and (c) with respect to tax representations of the Selling Stockholders set forth in Section 4.13 of the SPA, the period ending sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof).

"Working Capital Target" means Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), with a collar of plus or minus Five Million Dollars ($5,000,000) (i.e., ranging from Seventy-Three Million Five Hundred Thousand Dollars ($73,500,000) to Eighty-Three Million Five Hundred Thousand Dollars ($83,500,000)), such that no adjustment to the Purchase Price shall be made unless the final net working capital as determined pursuant to Section 2.06 of the SPA falls outside such collar.

For the avoidance of doubt, the dispute resolution provisions set forth in Section 12.06 of the SPA (providing for exclusive jurisdiction in the Delaware Court of Chancery, or if such court declines jurisdiction, the United States District Court for the District of Delaware or any state court located in the State of Delaware) and the indemnification procedures set forth in Article IX of the SPA (including the basket, cap, and survival limitations contained therein) are incorporated herein by reference to the extent applicable to the Stockholder Representative's exercise of authority hereunder.

ARTICLE II — APPOINTMENT AND ACCEPTANCE

Section 2.01 — Appointment. Each Selling Stockholder hereby irrevocably constitutes and appoints Ridgeline Equity Partners, LP, a Delaware limited partnership, acting through its Managing Partner, Franklin Osei, as the Stockholder Representative, agent, and attorney-in-fact of each such Selling Stockholder, with full power of substitution and resubstitution, to act on behalf of such Selling Stockholder in connection with all post-closing matters arising under or related to the SPA, the Escrow Agreement, and this Agreement, including, without limitation, with respect to all matters described in Article III hereof. Each Selling Stockholder acknowledges that such appointment is coupled with an interest and is irrevocable, and that the Stockholder Representative is authorized to act on behalf of each Selling Stockholder notwithstanding any dispute or disagreement among the Selling Stockholders. The power of attorney granted herein shall not be affected by the subsequent disability, incapacity, death, dissolution, liquidation, or bankruptcy of any Selling Stockholder.

Section 2.02 — Acceptance. The Stockholder Representative hereby accepts the appointment as Stockholder Representative and agrees to act as the Stockholder Representative in accordance with the terms and conditions of this Agreement. The Stockholder Representative shall discharge its duties and exercise its powers hereunder in good faith and in a manner consistent with the terms and conditions of this Agreement, the SPA, and the Escrow Agreement.

Section 2.03 — Binding Effect on All Selling Stockholders. The appointment of the Stockholder Representative made pursuant to Section 2.01 hereof shall be effective as to each Selling Stockholder that executes this Agreement, and shall become effective as to any other holder of capital stock of the Company (including any holder of vested stock options that are exercised prior to or in connection with the Closing) upon such holder's execution and delivery of a Joinder Agreement in the form attached hereto as Exhibit B to the Stockholder Representative and to Buyer. Upon execution and delivery of a Joinder Agreement by any such holder, such holder shall be deemed a "Selling Stockholder" for all purposes of this Agreement and shall be bound by all terms and conditions hereof as if such holder were an original signatory hereto. All actions taken by the Stockholder Representative within the scope of its authority under this Agreement shall be binding upon each and all of the Selling Stockholders as if each such Selling Stockholder had personally taken such action.

Section 2.04 — Sole and Exclusive Representative. The Stockholder Representative shall be the sole and exclusive representative of the Selling Stockholders with respect to all matters delegated to the Stockholder Representative hereunder, and Buyer and the Escrow Agent shall be entitled to deal exclusively with the Stockholder Representative with respect to all such matters. Buyer and the Escrow Agent shall be entitled to rely solely and conclusively upon the actions, instructions, decisions, directions, consents, approvals, waivers, and communications of the Stockholder Representative as being binding upon each and all of the Selling Stockholders, without any duty or obligation to inquire into the authority of the Stockholder Representative to take such actions or give such instructions, or to determine whether the Stockholder Representative has acted in accordance with the instructions or wishes of any individual Selling Stockholder or group of Selling Stockholders. No Selling Stockholder shall have any right to act individually with respect to any matter delegated to the Stockholder Representative hereunder, and any attempt by a Selling Stockholder to so act shall be void and of no force or effect as against Buyer or the Escrow Agent.

ARTICLE III — AUTHORITY AND POWERS

Section 3.01 — General Grant of Authority. Subject to the limitations set forth in Section 3.02 hereof, the Stockholder Representative shall have the full power and authority, on behalf of each and all of the Selling Stockholders, to take any and all actions and to make any and all decisions required of, or permitted to be taken by, the Stockholder Representative or the Selling Stockholders under the SPA, the Escrow Agreement, and this Agreement, including, without limitation, the following:

(a) Indemnification Claims (SPA Article IX). The Stockholder Representative shall have the full power and authority to:

(i) Receive, review, and respond to all notices of indemnification claims delivered by Buyer or any Buyer Indemnitee (as defined in the SPA) pursuant to Article IX of the SPA, including, without limitation, claims for breach of any representation or warranty of the Selling Stockholders contained in the SPA, claims for breach of any covenant or agreement of the Selling Stockholders contained in the SPA, and claims arising from pre-closing obligations of the Company or the Selling Stockholders;

(ii) Negotiate, contest, compromise, settle, or otherwise resolve any indemnification claim on behalf of the Selling Stockholders, including the execution of any settlement agreement, release, or other document in connection therewith;

(iii) Consent to, dispute, or object to the amount, validity, or characterization of any indemnification claim or the payment of any indemnification amount, and to deliver objection notices and dispute notices as contemplated by Article IX of the SPA;

(iv) Acknowledge and act in accordance with the indemnification limitations set forth in the SPA, including that (A) the general indemnification cap (the "Indemnification Cap") for breaches of general representations and warranties is Two Hundred Sixteen Million Dollars ($216,000,000) (representing eighteen percent (18%) of the Purchase Price), (B) the Survival Period for general representations and warranties is twenty-four (24) months from the Closing Date, (C) fundamental representations (including representations regarding organization, authority, title to shares, capitalization, and absence of broker's fees) survive indefinitely, and (D) tax representations survive until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof); and

(v) For the avoidance of doubt, acknowledge that the tax indemnification obligations of the Selling Stockholders under the SPA are not subject to the general Indemnification Cap and are subject to the separate limitations set forth in Article IX of the SPA.

(b) Working Capital Adjustment (SPA Section 2.06). The Stockholder Representative shall have the full power and authority to:

(i) Review the preliminary closing statement and estimated net working capital calculation prepared by Buyer and delivered to the Stockholder Representative within sixty (60) days following the Closing Date (or such other period as specified in Section 2.06 of the SPA);

(ii) Accept or dispute the preliminary closing statement and the components thereof, including the determination of the estimated net working capital of the Company as of the Closing Date;

(iii) Review, accept, or dispute the final closing statement and final working capital calculation, and to deliver any objection notice within the thirty (30)-day period (or such other period as specified in the SPA) following receipt of the preliminary closing statement;

(iv) Reference and apply 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), such that no true-up adjustment to the Purchase Price shall be required unless the final net working capital falls below Seventy-Three Million Five Hundred Thousand Dollars ($73,500,000) or exceeds Eighty-Three Million Five Hundred Thousand Dollars ($83,500,000);

(v) Engage independent accountants, financial advisors, or other consultants or advisors on behalf of the Selling Stockholders to review, analyze, and evaluate the working capital calculations and to prepare any analyses, reports, or supporting documentation in connection therewith; and

(vi) Submit disputes regarding the working capital calculation to the independent accounting firm designated pursuant to Section 2.06 of the SPA for final and binding resolution, and to participate in and present arguments, evidence, and analyses in connection with any such proceeding.

(i) Deliver joint instructions (together with Buyer, to the extent required by the Escrow Agreement) or sole instructions (to the extent permitted by the Escrow Agreement) to Marlowe Asset Management Trust Company, N.A. (the Escrow Agent), regarding the release, distribution, retention, or investment of all or any portion of the Escrow Fund (including the principal amount of Ninety-Six Million Dollars ($96,000,000) and any interest, earnings, or other amounts accruing thereon);

(ii) Act on behalf of the Selling Stockholders in connection with the scheduled release of the Escrow Fund, which release is scheduled to occur twenty-four (24) months after the Closing Date, subject to the retention of any amounts with respect to unresolved or pending indemnification claims, working capital adjustment disputes, or other matters as provided in the Escrow Agreement;

(iii) Dispute or consent to any claim by Buyer or any Buyer Indemnitee against the Escrow Fund, and to object to or approve any requested disbursement from the Escrow Fund;

(iv) Negotiate, execute, and deliver any amendment, supplement, or modification to the Escrow Agreement on behalf of the Selling Stockholders, to the extent permitted by the terms of the Escrow Agreement and this Agreement; and

(v) Take any other action in connection with the Escrow Fund that the Stockholder Representative deems necessary or appropriate to protect the interests of the Selling Stockholders.

(d) Amendments and Waivers. The Stockholder Representative shall have the full power and authority to:

(i) Agree to any amendment, modification, supplement, or waiver of any provision of the SPA (to the extent the SPA expressly permits post-closing amendments to be agreed to by the Stockholder Representative on behalf of the Selling Stockholders), the Escrow Agreement, or this Agreement on behalf of the Selling Stockholders;

(ii) Consent to any extension of time for the performance of any obligation or the satisfaction of any condition under the SPA, the Escrow Agreement, or this Agreement; and

(iii) Grant waivers of compliance with, or consent to any departure from, the terms of the SPA, the Escrow Agreement, or this Agreement, to the extent the Stockholder Representative is authorized to do so thereunder.

(e) Litigation and Dispute Resolution. The Stockholder Representative shall have the full power and authority to:

(i) Initiate, defend, participate in, settle, compromise, or withdraw from any litigation, arbitration, mediation, or other dispute resolution proceeding arising out of or related to the SPA, the Escrow Agreement, this Agreement, or the transactions contemplated thereby, including, without limitation, proceedings in the Delaware Court of Chancery (which, pursuant to Section 12.06 of the SPA, is the court of exclusive jurisdiction for disputes arising under the SPA and the Transaction Documents), or if the Court of Chancery declines jurisdiction, the United States District Court for the District of Delaware or any state court located in the State of Delaware;

(ii) Engage, retain, compensate, instruct, and terminate legal counsel on behalf of the Selling Stockholders, including Calloway, Brandt & Loewe LLP (Richard Calloway, lead partner), or such other legal counsel as the Stockholder Representative may determine to be appropriate, in connection with any post-closing matter arising under the SPA, the Escrow Agreement, or this Agreement;

(iii) Make all strategic and tactical decisions in connection with any such litigation or dispute resolution proceeding, including decisions regarding the filing or withdrawal of claims, the assertion or waiver of defenses, the selection of experts and witnesses, the negotiation and acceptance of settlement offers, and the prosecution or defense of appeals; and

(iv) Execute and deliver any settlement agreement, release, stipulation, consent order, or other document in connection with the resolution of any such proceeding.

(f) Notices and Communications. The Stockholder Representative shall have the full power and authority to:

(i) Give and receive all notices, requests, demands, waivers, consents, approvals, instructions, certificates, and other communications under the SPA, the Escrow Agreement, and this Agreement on behalf of the Selling Stockholders, to or from Buyer, NovaMart Global Inc. (in its post-Closing capacity, as applicable), the Escrow Agent, the independent accounting firm, legal counsel, or any other Person; and

(ii) Designate the manner, form, and timing of all such notices and communications, consistent with the requirements of the SPA, the Escrow Agreement, and this Agreement.

(g) Termination Fee Matters. The Stockholder Representative shall have the full power and authority to:

(i) Receive, on behalf of the Selling Stockholders, any reverse termination fee in the amount of Thirty Million Dollars ($30,000,000) payable by Buyer to the Selling Stockholders under Section 10.02 of the SPA in the event the SPA is terminated under circumstances that trigger Buyer's obligation to pay such reverse termination fee; and

(ii) Distribute any such reverse termination fee to the Selling Stockholders in accordance with their respective pro rata shares as set forth in Article VI hereof and on Exhibit A hereto.

(h) Tax Matters. The Stockholder Representative shall have the full power and authority to:

(i) Review and comment on any pre-closing tax returns of the Company and its Subsidiaries prepared by Buyer or the Company for any taxable period ending on or before the Closing Date, or for any Straddle Period, to the extent the SPA grants the Selling Stockholders or the Stockholder Representative the right to review, comment on, or consent to such tax returns;

(ii) Receive, review, and respond to any tax indemnification claims made by Buyer or any Buyer Indemnitee pursuant to Article IX of the SPA, and to negotiate, contest, compromise, settle, or otherwise resolve any such claims on behalf of the Selling Stockholders, acknowledging that the Selling Stockholders' tax indemnification obligations are not subject to the general Indemnification Cap and survive until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof);

(iii) Participate in, direct, or control (to the extent permitted by the SPA) any tax proceeding, audit, examination, assessment, or other action by any taxing authority relating to the pre-closing tax periods of the Company or its Subsidiaries, including, without limitation, the selection and engagement of tax advisors and accountants, the preparation and filing of responses to taxing authority inquiries, and the negotiation and acceptance of any proposed adjustment, assessment, or settlement; and

(iv) Make all elections, give all consents, and take all other actions with respect to pre-closing tax matters that the Selling Stockholders are entitled to make, give, or take under the SPA.

(i) General Authority. In addition to the specific powers set forth in Sections 3.01(a) through 3.01(h) above, the Stockholder Representative shall have the full power and authority to:

(i) Execute and deliver any certificates, documents, instruments, agreements, receipts, releases, and other writings in the name of and on behalf of each and all of the Selling Stockholders, in connection with any of the matters described herein;

(ii) Endorse, negotiate, and deposit checks, drafts, and other instruments payable to or for the account of the Selling Stockholders in connection with the matters described herein;

(iii) Engage and compensate such agents, advisors, consultants, accountants, and other professionals as the Stockholder Representative deems necessary or appropriate in connection with the performance of its duties hereunder; and

(iv) Take all other actions and do all other things that are contemplated by this Agreement, the SPA, and the Escrow Agreement, or that are reasonably necessary or appropriate to carry out the intent and purposes of the foregoing provisions of this Section 3.01.

Section 3.02 — Limitations on Authority. Notwithstanding the broad grant of authority set forth in Section 3.01, the Stockholder Representative shall not have the power or authority to:

(a) Increase or expand any individual Selling Stockholder's indemnification obligation or other liability beyond that expressly set forth in the SPA (including such Selling Stockholder's individual pro rata share of any indemnification liability as determined in accordance with Article VI hereof and Article IX of the SPA), or agree to any modification of the indemnification provisions of the SPA that would have the effect of increasing any individual Selling Stockholder's exposure beyond such Selling Stockholder's pro rata share without the prior written consent of such affected Selling Stockholder;

(b) Bind any Selling Stockholder to any obligation, liability, covenant, or agreement not contemplated by the SPA, the Escrow Agreement, or this Agreement, or enter into any transaction or arrangement on behalf of any Selling Stockholder that is outside the scope of the matters delegated to the Stockholder Representative hereunder; or

(c) Amend, modify, supplement, or waive any provision of this Agreement without the prior written consent of Selling Stockholders holding a majority in interest of the Selling Stockholders (as measured by their respective pro rata shares of the Purchase Price as set forth on Exhibit A hereto), provided that no amendment that disproportionately and adversely affects any individual Selling Stockholder shall be effective without the prior written consent of such Selling Stockholder.

ARTICLE IV — STANDARD OF CARE; EXCULPATION; INDEMNIFICATION OF REPRESENTATIVE

Section 4.01 — Standard of Care. The Stockholder Representative shall act in good faith in the performance of its duties and the exercise of its powers hereunder. The Stockholder Representative shall not be required to take any action that it believes, in good faith, would be contrary to applicable law or the terms of this Agreement, the SPA, or the Escrow Agreement, or that would expose the Stockholder Representative to personal liability for which the Stockholder Representative has not been adequately indemnified. The Stockholder Representative shall not be liable to any Selling Stockholder for any action taken, suffered, or omitted to be taken by the Stockholder Representative in good faith and reasonably believed by the Stockholder Representative to be within the scope of its authority hereunder. Any action taken or omitted to be taken by the Stockholder Representative pursuant to the advice of legal counsel (including Calloway, Brandt & Loewe LLP or any successor counsel retained by the Stockholder Representative) shall be conclusive evidence of the Stockholder Representative's good faith with respect to such action or omission. The Stockholder Representative shall have no obligation to take any action at its own expense or financial risk unless the Stockholder Representative has been indemnified and held harmless to its reasonable satisfaction by the Selling Stockholders against any loss, liability, cost, or expense that may be incurred in connection with such action.

Section 4.02 — No Liability. The Stockholder Representative shall not be liable to any Selling Stockholder, Buyer, or any other Person for any error of judgment, or for any act done or step taken or omitted by it, or for any mistake of fact or law, or for anything that the Stockholder Representative may do or refrain from doing in connection with this Agreement, the SPA, or the Escrow Agreement, except in the case of the Stockholder Representative's own willful misconduct, gross negligence, or fraud as determined by a final, non-appealable order of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Stockholder Representative shall not be liable for any action taken or omitted in reliance upon any notice, direction, instruction, consent, statement, order, or other document or instrument believed by the Stockholder Representative in good faith to be genuine and to have been signed, sent, or presented by the proper party or parties. The Stockholder Representative shall not be required to verify or confirm the accuracy, correctness, or genuineness of any such notice, direction, instruction, consent, statement, order, document, or instrument.

Section 4.03 — Indemnification of Representative by Selling Stockholders. Each Selling Stockholder, severally and not jointly (in proportion to such Selling Stockholder's pro rata share of the Purchase Price as set forth on Exhibit A hereto), hereby agrees to indemnify, defend, and hold harmless the Stockholder Representative and each of its partners (including limited partners), members, managers, officers, directors, employees, agents, and representatives (each, a "Representative Indemnified Party" and collectively, the "Representative Indemnified Parties") from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, costs, and expenses (including reasonable attorneys' fees and disbursements, court costs, expert witness fees, and expenses of investigation) (collectively, "Representative Losses") arising out of, relating to, or incurred in connection with the Stockholder Representative's acceptance of or performance of its duties and responsibilities under this Agreement, the SPA, or the Escrow Agreement, or the exercise of any of its powers hereunder or thereunder; provided, however, that no Selling Stockholder shall be obligated to indemnify any Representative Indemnified Party for any Representative Losses to the extent that such Representative Losses are finally determined by a court of competent jurisdiction (by final, non-appealable order) to have resulted from the willful misconduct, gross negligence, or fraud of the Stockholder Representative. The indemnification obligations of the Selling Stockholders under this Section 4.03 shall survive the termination of this Agreement and the resignation or removal of the Stockholder Representative.

Section 4.04 — Reliance. The Stockholder Representative shall be entitled to rely upon, and shall be fully protected in relying upon, any written notice, instruction, certification, direction, request, order, judgment, consent, or other communication or instrument from Buyer, the Escrow Agent, any Selling Stockholder, legal counsel, accountants, financial advisors, or any other Person that the Stockholder Representative reasonably believes to be genuine and to have been given, sent, or signed by an authorized Person. The Stockholder Representative may consult with, and rely upon the advice of, legal counsel, accountants, financial advisors, and other professionals selected by the Stockholder Representative in good faith, and shall not be liable for any action taken or omitted in accordance with such advice.

ARTICLE V — REPRESENTATIVE EXPENSE FUND

Section 5.01 — Expense Fund. At the Closing, an amount equal to Five Hundred Thousand Dollars ($500,000) (the "Representative Expense Fund") shall be withheld from the aggregate consideration otherwise payable to the Selling Stockholders at the Closing (such amount to be borne by the Selling Stockholders in proportion to their respective pro rata shares of the Purchase Price) and deposited into a separate account designated by the Stockholder Representative (the "Expense Account"). The Representative Expense Fund shall be held, managed, and disbursed by the Stockholder Representative for the purpose of paying any and all costs, fees, and expenses reasonably incurred by the Stockholder Representative in the performance of its duties and the exercise of its powers under this Agreement, the SPA, and the Escrow Agreement, including, without limitation:

(a) legal fees and expenses, including fees and disbursements of Calloway, Brandt & Loewe LLP or any successor counsel retained by the Stockholder Representative;

(b) accounting, auditing, tax advisory, and consulting fees and expenses;

(c) filing fees, court costs, arbitration fees, and other costs associated with any litigation, arbitration, or dispute resolution proceeding;

(d) fees and expenses of independent accountants engaged in connection with the working capital adjustment under Section 2.06 of the SPA;

(e) communication, mailing, printing, and reproduction expenses;

(f) travel and lodging expenses reasonably incurred by the Stockholder Representative or its authorized agents in connection with the performance of their duties hereunder; and

(g) general administrative expenses incurred in connection with the Stockholder Representative's performance of its duties hereunder.

The Stockholder Representative shall not be required to make detailed accountings to the Selling Stockholders with respect to individual disbursements from the Representative Expense Fund, but shall, upon the written request of any Selling Stockholder holding not less than ten percent (10%) of the aggregate pro rata shares, provide a summary accounting of expenditures from the Representative Expense Fund within thirty (30) days of such request.

Section 5.02 — Replenishment. In the event that the Representative Expense Fund is insufficient to cover the costs, fees, and expenses incurred or reasonably anticipated to be incurred by the Stockholder Representative in the performance of its duties hereunder, the Stockholder Representative may deliver written notice to the Selling Stockholders requesting additional contributions to the Representative Expense Fund. Each Selling Stockholder shall, within fifteen (15) business days following receipt of such notice, contribute its pro rata share (based on its proportionate share of the Purchase Price as set forth on Exhibit A) of the additional amount requested by the Stockholder Representative; provided, however, that no Selling Stockholder shall be required to contribute, in the aggregate (including such Selling Stockholder's share of the initial Representative Expense Fund), an amount in excess of such Selling Stockholder's remaining pro rata portion of the Escrow Fund (after giving effect to any prior disbursements from the Escrow Fund). The failure of any Selling Stockholder to timely make a requested contribution shall not relieve such Selling Stockholder of its obligation to make such contribution, and the Stockholder Representative shall be entitled to recover such amounts from any distributions otherwise payable to such Selling Stockholder from the Escrow Fund or otherwise.

Section 5.03 — Distribution of Remaining Balance. Upon the final resolution of all post-closing matters for which the Stockholder Representative was appointed (including the complete release or disbursement of the Escrow Fund, the final resolution of all indemnification claims under Article IX of the SPA, the final determination of the working capital adjustment under Section 2.06 of the SPA, and the final resolution of all tax indemnification matters), and the payment of all outstanding costs, fees, and expenses of the Stockholder Representative, the Stockholder Representative shall distribute any remaining balance of the Representative Expense Fund (including any interest or earnings thereon) to the Selling Stockholders in proportion to their respective pro rata shares of the Purchase Price as set forth on Exhibit A hereto. Such distribution shall be made within thirty (30) days following the date on which the Stockholder Representative determines, in its reasonable discretion, that all post-closing matters have been finally resolved and no further expenditures from the Representative Expense Fund are anticipated.

ARTICLE VI — PRO RATA SHARES

Section 6.01 — Pro Rata Allocations. All amounts received by or distributed through the Stockholder Representative for the benefit of the Selling Stockholders (including, without limitation, releases or disbursements from the Escrow Fund, payments of any reverse termination fee by Buyer, working capital true-up payments, and any other amounts payable to the Selling Stockholders under the SPA or otherwise) shall be distributed by the Stockholder Representative to the Selling Stockholders pro rata based on each Selling Stockholder's proportionate share of the aggregate Purchase Price, as set forth on Exhibit A hereto. The pro rata shares of the Selling Stockholders, as of the date hereof and subject to adjustment as provided in the SPA, are as follows:

The individual allocations for the Management and Employee Stockholders comprising the 9.2% aggregate category are set forth in detail on Exhibit A hereto.

The Stockholder Representative shall distribute all amounts to the Selling Stockholders promptly following receipt thereof, and in no event later than fifteen (15) business days following receipt, except to the extent the Stockholder Representative determines in good faith that a reserve or holdback is necessary or appropriate to address pending or anticipated claims, expenses, or obligations.

Section 6.02 — Indemnification Obligations Pro Rata. Any indemnification obligations of the Selling Stockholders arising under Article IX of the SPA (including, without limitation, any amounts paid from the Escrow Fund in satisfaction of indemnification claims by Buyer or any Buyer Indemnitee, and any amounts payable by the Selling Stockholders in excess of the Escrow Fund up to the Indemnification Cap or otherwise as provided in the SPA) shall be borne by each Selling Stockholder severally and not jointly, in proportion to such Selling Stockholder's pro rata share of the Purchase Price as set forth on Exhibit A hereto. No Selling Stockholder shall have any obligation to contribute to or bear any portion of the indemnification obligations attributable to any other Selling Stockholder's pro rata share. For purposes of clarity, each Selling Stockholder's maximum aggregate indemnification exposure with respect to general representations and warranties shall not exceed such Selling Stockholder's pro rata share of the Indemnification Cap (i.e., such Selling Stockholder's pro rata percentage multiplied by Two Hundred Sixteen Million Dollars ($216,000,000)), subject to the exceptions for fundamental representations and tax representations set forth in the SPA.

ARTICLE VII — RESIGNATION AND REMOVAL; SUCCESSOR REPRESENTATIVE

Section 7.01 — Resignation. The Stockholder Representative may resign at any time by giving not less than thirty (30) days' prior written notice of resignation to Buyer and to each Selling Stockholder at the addresses set forth herein or on Exhibit A (or such other addresses as may have been provided in writing to the Stockholder Representative). Such resignation shall not become effective until the earlier of (a) the appointment of a successor Stockholder Representative in accordance with Section 7.03 hereof, or (b) the expiration of sixty (60) days following the date of such notice of resignation if no successor has been appointed, in which case the provisions of Section 7.03 regarding petition to the Delaware Court of Chancery shall apply. Upon the effective date of such resignation, the resigning Stockholder Representative shall be discharged from any further duties and obligations under this Agreement (other than duties and obligations that, by their terms, survive such resignation, including the obligations of the Selling Stockholders to indemnify the Stockholder Representative under Section 4.03 hereof with respect to matters arising prior to the effective date of resignation).

Section 7.02 — Removal. The Stockholder Representative may be removed at any time, with or without cause, by the written consent of Selling Stockholders holding a majority in interest (measured by their respective pro rata shares of the Purchase Price as set forth on Exhibit A hereto). Such written consent shall be delivered to the Stockholder Representative and to Buyer, and such removal shall become effective upon the appointment of a successor Stockholder Representative in accordance with Section 7.03 hereof. For the avoidance of doubt, the vote of Ridgeline Equity Partners, LP (in its capacity as a Selling Stockholder) shall be counted in determining whether the requisite majority in interest has been obtained for purposes of a removal action.

Section 7.03 — Appointment of Successor. In the event of the resignation or removal of the Stockholder Representative, the Selling Stockholders holding a majority in interest (measured by their respective pro rata shares of the Purchase Price) shall appoint a successor Stockholder Representative within thirty (30) days following the date on which the notice of resignation is delivered or the written consent to removal is obtained, as applicable. The appointment of a successor Stockholder Representative shall be effective upon written acceptance by the successor of such appointment and delivery of written notice of such appointment to Buyer, the Escrow Agent, and all Selling Stockholders. If no successor Stockholder Representative is appointed within such thirty (30)-day period, the departing Stockholder Representative (or any Selling Stockholder) may petition the Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the United States District Court for the District of Delaware or any state court located in the State of Delaware) to appoint a successor Stockholder Representative, and the costs and expenses of such proceeding shall be borne by the Selling Stockholders in proportion to their respective pro rata shares. Any successor Stockholder Representative appointed pursuant to this Section 7.03 shall have all of the rights, powers, duties, and obligations of the original Stockholder Representative under this Agreement, the SPA, and the Escrow Agreement, as if such successor had been originally named as the Stockholder Representative hereunder.

Section 7.04 — Continuing Liability. No resignation or removal of the Stockholder Representative shall affect (a) any rights, obligations, or liabilities of the Stockholder Representative arising prior to the effective date of such resignation or removal, (b) the rights of the Stockholder Representative (or any Representative Indemnified Party) to indemnification under Section 4.03 hereof with respect to actions taken or omitted prior to the effective date of such resignation or removal, or (c) the obligation of the departing Stockholder Representative to cooperate with and provide a reasonable transition of duties, records, and pending matters to the successor Stockholder Representative.

ARTICLE VIII — NOTICES

Section 8.01 — Notices. All notices, requests, demands, waivers, consents, approvals, instructions, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and received: (a) when delivered in person, (b) on the next business day when sent by nationally recognized overnight courier (with tracking capability and proof of delivery), or (c) when sent by electronic mail (with confirmation of receipt by the addressee, which confirmation may be by reply email, read receipt, or other written acknowledgment), to the Parties at the following addresses (or such other addresses as a Party may designate by written notice given in accordance with this Section 8.01):

If to the Stockholder Representative:

Ridgeline Equity Partners, LP

Attn: Franklin Osei, Managing Partner

200 Park Avenue South, 14th Floor New York, New York 10003

Email: fosei@ridgelineequity.com

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

Calloway, Brandt & Loewe LLP

Attn: Richard Calloway

600 Travis Street, Suite 4500 Houston, Texas 77002

Email: rcalloway@cbllaw.com

If to the Buyer:

Cascade Retail Holdings Inc.

Attn: Elena Vasquez-Bright, General Counsel

4500 Elliott Avenue West, Suite 3200 Seattle, Washington 98119

Email: evasquez-bright@cascaderetail.com

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

Calderwood & Harkness LLP

Attn: Harrison Wexford

599 Lexington Avenue, 38th Floor New York, New York 10022

Email: hwexford@calderwoodharkness.com

If to the Selling Stockholders:

To the respective addresses set forth on Exhibit A hereto, or to such other address as any Selling Stockholder may from time to time designate in writing to the Stockholder Representative and to Buyer.

Any Party may change its address for notices by giving written notice of such change to all other Parties in the manner provided in this Section 8.01. Any notice addressed to a Selling Stockholder that is delivered to the Stockholder Representative at the address set forth above shall be deemed to have been duly given to such Selling Stockholder for purposes of this Agreement, the SPA, and the Escrow Agreement.

ARTICLE IX — TERM AND TERMINATION

Section 9.01 — Effective Date. This Agreement shall become effective upon the Closing of the transactions contemplated by the SPA. If the SPA is terminated prior to the Closing in accordance with its terms, this Agreement shall be void and of no force or effect, and none of the Parties shall have any rights, obligations, or liabilities hereunder (except that, for the avoidance of doubt, the Stockholder Representative shall have the authority to receive and distribute any reverse termination fee payable by Buyer pursuant to Section 10.02 of the SPA, to the extent such termination fee becomes payable prior to or in connection with the termination of the SPA, and Section 3.01(g) hereof shall be given effect for such limited purpose).

Section 9.02 — Termination. Subject to Section 9.03, this Agreement shall terminate automatically, without any further action by any Party, upon the latest to occur of the following:

(a) the final release and distribution of the entire Escrow Fund (which release is scheduled to occur twenty-four (24) months after the Closing Date, subject to retention of amounts with respect to pending or unresolved indemnification claims as provided in the Escrow Agreement) and the final resolution of all pending, threatened, or unresolved indemnification claims under Article IX of the SPA (including any claims that are the subject of pending litigation or dispute resolution proceedings);

(b) the final resolution and settlement of the post-closing working capital adjustment under Section 2.06 of the SPA, including the payment or receipt of any true-up amount due in connection therewith;

(c) the final resolution of all tax indemnification matters under the SPA, including the resolution of any tax proceeding, audit, or examination relating to pre-closing tax periods of the Company or its Subsidiaries (which may extend until sixty (60) days after the expiration of the applicable statute of limitations for the tax representations set forth in the SPA, including any extensions or waivers of such statute of limitations); and

(d) the final distribution of any remaining balance of the Representative Expense Fund to the Selling Stockholders in accordance with Section 5.03 hereof.

Section 9.03 — Survival of Certain Provisions. Notwithstanding the termination of this Agreement pursuant to Section 9.02, the following provisions shall survive such termination and shall continue in full force and effect: (a) Article IV (Standard of Care; Exculpation; Indemnification of Representative), including the Selling Stockholders' obligation to indemnify the Representative Indemnified Parties under Section 4.03 with respect to matters arising during the term of this Agreement; (b) this Section 9.03; and (c) Article XI (Miscellaneous), including the governing law, jurisdiction, waiver of jury trial, and specific performance provisions set forth therein. The survival of such provisions shall not be limited in duration except as otherwise expressly provided therein or by applicable law.

ARTICLE X — BUYER ACKNOWLEDGMENTS

Section 10.01 — Buyer's Reliance on Representative. Buyer hereby acknowledges and agrees as follows:

(a) Exclusive Dealing. Buyer shall deal exclusively with the Stockholder Representative (and not with any individual Selling Stockholder) with respect to all post-closing matters arising under the SPA, including, without limitation, the assertion, negotiation, compromise, and settlement of indemnification claims under Article IX of the SPA, the review, dispute, and resolution of the post-closing working capital adjustment under Section 2.06 of the SPA, the delivery of instructions to the Escrow Agent regarding the release, retention, or distribution of the Escrow Fund, and all other matters for which the Stockholder Representative has been granted authority hereunder. Buyer shall have no obligation to deal with, give notice to, or obtain the consent or approval of any individual Selling Stockholder with respect to any such matter (except to the extent expressly required by the SPA or applicable law).

(b) Binding Effect of Representative's Actions. Any notice, consent, agreement, waiver, instruction, direction, certificate, settlement, or other communication given, executed, or delivered by the Stockholder Representative in connection with the matters delegated to the Stockholder Representative hereunder shall be deemed to have been given, executed, or delivered by each and all of the Selling Stockholders and shall bind each and all of the Selling Stockholders as if each such Selling Stockholder had personally given, executed, or delivered such notice, consent, agreement, waiver, instruction, direction, certificate, settlement, or other communication.

(c) Discharge of Buyer's Obligations. Any payment by Buyer to the Stockholder Representative (or to the Escrow Agent upon joint instruction with the Stockholder Representative) on account of any indemnification obligation, working capital true-up amount, or other amount due to the Selling Stockholders under the SPA shall constitute a complete discharge of Buyer's obligation to the Selling Stockholders (and each of them) with respect to such payment, to the extent of the amount so paid, and Buyer shall have no responsibility for, or liability in connection with, the allocation or distribution of such payment among the Selling Stockholders.

(d) No Duty of Inquiry. Buyer shall have no obligation or duty to inquire into or verify the authority of the Stockholder Representative to take any action or give any instruction, direction, or consent hereunder, or to determine whether the Stockholder Representative is acting in accordance with the instructions, wishes, or directions of any individual Selling Stockholder or group of Selling Stockholders. Buyer shall be fully protected in dealing with the Stockholder Representative in accordance with the terms of this Agreement, and shall have no liability to any Selling Stockholder for any action taken or omitted by the Stockholder Representative, regardless of whether such action is within the scope of the Stockholder Representative's authority hereunder.

ARTICLE XI — MISCELLANEOUS

Section 11.01 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 11.02 — Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery (or, if the Court of Chancery declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if such federal court also declines jurisdiction, any state court of the State of Delaware) for the adjudication of any dispute, claim, action, suit, or proceeding arising out of, relating to, or in connection with this Agreement, the negotiation, execution, performance, or enforcement hereof, or the transactions contemplated hereby. Each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any such action or proceeding: (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process; (b) that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise); or (c) that (i) the action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The consent to jurisdiction and venue set forth in this Section 11.02 is consistent with, and supplements, the dispute resolution provisions set forth in Section 12.06 of the SPA.

Section 11.03 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM, OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE SPA, THE ESCROW AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING ANY SUIT, ACTION, CLAIM, OR PROCEEDING RELATING TO THE ENFORCEMENT, BREACH, OR VALIDITY OF THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH SUIT, ACTION, CLAIM, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 11.03.

Section 11.04 — Entire Agreement. This Agreement (including the Exhibits hereto), together with the SPA and the Escrow Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether written or oral, with respect to such subject matter. There are no representations, warranties, covenants, or agreements among the Parties relating to the subject matter hereof other than those expressly set forth or referred to herein.

Section 11.05 — Amendments. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by (a) Buyer, (b) the Stockholder Representative, and (c) Selling Stockholders holding a majority in interest (measured by their respective pro rata shares of the Purchase Price as set forth on Exhibit A hereto). Any amendment, modification, or supplement that complies with the foregoing requirements shall be binding upon all Parties and all Selling Stockholders, including any Selling Stockholder who did not consent to or execute such amendment, modification, or supplement.

Section 11.06 — Waivers. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the Party or Parties granting such waiver. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and are not exclusive of any other right

STOCKHOLDER REPRESENTATIVE AGREEMENT
Dated as of May 20, 2025
by and among
CASCADE RETAIL HOLDINGS INC.
RIDGELINE EQUITY PARTNERS, LP (as Stockholder Representative)
and
THE SELLING STOCKHOLDERS IDENTIFIED HEREIN
STOCKHOLDER REPRESENTATIVE AGREEMENT
This STOCKHOLDER REPRESENTATIVE AGREEMENT (this "Agreement") is entered into as of May 20, 2025 (the "Effective Date"), by and among:
(i) Cascade Retail Holdings Inc., a Delaware corporation ("Buyer"), with its principal offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119;
(ii) Ridgeline Equity Partners, LP, a Delaware limited partnership (the "Stockholder Representative" or "Representative"), with its principal offices located at 200 Park Avenue South, 14th Floor, New York, New York 10003, acting through its Managing Partner, Franklin Osei; and
(iii) The Selling Stockholders identified on Exhibit A attached hereto (each, a "Selling Stockholder" and collectively, the "Selling Stockholders"), comprising:
(a) Ridgeline Equity Partners, LP, a Delaware limited partnership, holding approximately 41.2% of the issued and outstanding shares of common stock of NovaMart Global Inc. (as defined below), with its principal offices located at 200 Park Avenue South, 14th Floor, New York, New York 10003;
(b) Brindoval Ventures Fund III, LP, a Delaware limited partnership, holding approximately 22.8% of the issued and outstanding shares of common stock of NovaMart Global Inc., with its principal offices located at 555 Mission Street, Suite 2900, San Francisco, California 94105, acting through its General Partner, Naomi Katzenbach;
(c) Julian Reeves, an individual, holding approximately 18.5% of the issued and outstanding shares of common stock of NovaMart Global Inc.;
(d) Priya Narasimhan, an individual, holding approximately 8.3% of the issued and outstanding shares of common stock of NovaMart Global Inc.; and
(e) Other management and employee stockholders of NovaMart Global Inc., holding in the aggregate approximately 9.2% of the issued and outstanding shares of common stock of NovaMart Global Inc. (including shares issuable upon exercise of vested stock options), as individually listed on Exhibit A hereto.
Buyer, the Stockholder Representative, and the Selling Stockholders are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
This Agreement is entered into concurrently with, and in connection with, the execution and delivery of that certain Stock Purchase Agreement, dated as of May 20, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "SPA"), by and among Buyer, NovaMart Global Inc., a Delaware corporation (the "Company"), and the Selling Stockholders, pursuant to which Buyer has agreed to acquire 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) in cash, subject to the terms and conditions set forth therein (the "Transaction").
RECITALS
WHEREAS, the SPA provides for the acquisition by Buyer of one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc. from the Selling Stockholders for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) in cash (the "Purchase Price"), subject to adjustment as provided therein, upon the terms and conditions set forth in the SPA (the "Acquisition");
WHEREAS, pursuant to the terms and conditions of the SPA, at the Closing (as defined in the SPA), Ninety-Six Million Dollars ($96,000,000) (representing eight percent (8%) of the Purchase Price) shall be deposited into an escrow account (the "Escrow Fund") with Marlowe Asset Management Trust Company, N.A., a national banking association (the "Escrow Agent"), pursuant to a separate escrow agreement to be entered into as of the Closing Date by and among Buyer, the Stockholder Representative (on behalf of the Selling Stockholders), and the Escrow Agent (the "Escrow Agreement"), which Escrow Fund shall serve as security for the indemnification obligations of the Selling Stockholders under Article IX of the SPA and for the working capital adjustment obligations under Section 2.06 of the SPA;
WHEREAS, the SPA contemplates the appointment of a Stockholder Representative to act on behalf of, and as agent and attorney-in-fact for, the Selling Stockholders with respect to certain post-closing matters, including, without limitation, the negotiation, resolution, and settlement of indemnification claims under Article IX of the SPA, the resolution of working capital adjustment disputes under Section 2.06 of the SPA, the delivery of instructions to the Escrow Agent regarding the release, retention, or distribution of the Escrow Fund, the management of any tax-related matters pertaining to pre-closing periods, and other post-closing matters as more particularly described herein;
WHEREAS, the Selling Stockholders holding a majority in interest of the outstanding capital stock of the Company (measured as of immediately prior to the Closing) desire to appoint Ridgeline Equity Partners, LP, acting through its Managing Partner, Franklin Osei, as the Stockholder Representative, and the Stockholder Representative is willing to accept such appointment and to serve in such capacity, on the terms and conditions set forth in this Agreement; and
WHEREAS, this Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware, consistent with the governing law provisions of the SPA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, 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 1.01 — Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the SPA. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings for purposes of this Agreement:
"Agreement" means this Stockholder Representative Agreement, including all exhibits and schedules hereto, as the same may be amended, modified, or supplemented from time to time in accordance with Section 11.05 hereof.
"Buyer" means Cascade Retail Holdings Inc., a Delaware corporation, and its permitted successors and assigns.
"Closing" has the meaning ascribed to such term in Section 2.03 of the SPA.
"Closing Date" means the date on which the Closing occurs. The targeted Closing Date is October 15, 2025, subject to the satisfaction or waiver of all conditions to Closing set forth in Article VII of the SPA. The outside date for the occurrence of the Closing is December 31, 2025 (the "Outside Date"), as set forth in the SPA.
"Company" means NovaMart Global Inc., a Delaware corporation.
"Escrow Agent" means Marlowe Asset Management Trust Company, N.A., a national banking association, acting in its capacity as escrow agent under the Escrow Agreement.
"Escrow Agreement" means the escrow agreement to be entered into as of the Closing Date by and among Buyer, the Stockholder Representative (acting on behalf of the Selling Stockholders), and Marlowe Asset Management Trust Company, N.A., as Escrow Agent, substantially in the form attached as Exhibit D to the SPA.
"Escrow Fund" means the aggregate amount of Ninety-Six Million Dollars ($96,000,000) deposited at Closing into the escrow account maintained by the Escrow Agent pursuant to the Escrow Agreement, together with all interest and other amounts earned thereon, less any amounts disbursed from such account in accordance with the terms of the Escrow Agreement.
"Indemnification Cap" means Two Hundred Sixteen Million Dollars ($216,000,000), representing eighteen percent (18%) of the Purchase Price, which is the maximum aggregate amount of the Selling Stockholders' indemnification obligations under Article IX of the SPA with respect to breaches of general representations and warranties (excluding fundamental representations and tax representations, which are subject to separate limitations as set forth in the SPA).
"Joinder Agreement" means a joinder agreement substantially in the form attached hereto as Exhibit B.
"Purchase Price" means One Billion Two Hundred Million Dollars ($1,200,000,000) in cash, subject to adjustment as provided in the SPA (including the working capital adjustment under Section 2.06 of the SPA).
"Representative Expense Fund" has the meaning ascribed to such term in Section 5.01 hereof.
"Selling Stockholders" means the Persons identified as such in the Preamble to this Agreement and listed on Exhibit A hereto, together with any Person who becomes a party to this Agreement by executing and delivering a Joinder Agreement in accordance with Section 2.03 hereof.
"SPA" means the Stock Purchase Agreement, dated as of May 20, 2025, by and among Buyer, the Company, and the Selling Stockholders, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.
"Stockholder Representative" or "Representative" means Ridgeline Equity Partners, LP, a Delaware limited partnership, acting through its Managing Partner, Franklin Osei, or any successor Stockholder Representative appointed in accordance with Article VII hereof.
"Survival Period" means (a) with respect to general representations and warranties of the Selling Stockholders set forth in Article III and Article IV of the SPA, the period ending twenty-four (24) months from the Closing Date, (b) with respect to fundamental representations of the Selling Stockholders (including representations regarding organization, authority, title to shares, capitalization, and absence of broker's fees), indefinitely, and (c) with respect to tax representations of the Selling Stockholders set forth in Section 4.13 of the SPA, the period ending sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof).
"Working Capital Target" means Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), with a collar of plus or minus Five Million Dollars ($5,000,000) (i.e., ranging from Seventy-Three Million Five Hundred Thousand Dollars ($73,500,000) to Eighty-Three Million Five Hundred Thousand Dollars ($83,500,000)), such that no adjustment to the Purchase Price shall be made unless the final net working capital as determined pursuant to Section 2.06 of the SPA falls outside such collar.
For the avoidance of doubt, the dispute resolution provisions set forth in Section 12.06 of the SPA (providing for exclusive jurisdiction in the Delaware Court of Chancery, or if such court declines jurisdiction, the United States District Court for the District of Delaware or any state court located in the State of Delaware) and the indemnification procedures set forth in Article IX of the SPA (including the basket, cap, and survival limitations contained therein) are incorporated herein by reference to the extent applicable to the Stockholder Representative's exercise of authority hereunder.
ARTICLE II — APPOINTMENT AND ACCEPTANCE
Section 2.01 — Appointment. Each Selling Stockholder hereby irrevocably constitutes and appoints Ridgeline Equity Partners, LP, a Delaware limited partnership, acting through its Managing Partner, Franklin Osei, as the Stockholder Representative, agent, and attorney-in-fact of each such Selling Stockholder, with full power of substitution and resubstitution, to act on behalf of such Selling Stockholder in connection with all post-closing matters arising under or related to the SPA, the Escrow Agreement, and this Agreement, including, without limitation, with respect to all matters described in Article III hereof. Each Selling Stockholder acknowledges that such appointment is coupled with an interest and is irrevocable, and that the Stockholder Representative is authorized to act on behalf of each Selling Stockholder notwithstanding any dispute or disagreement among the Selling Stockholders. The power of attorney granted herein shall not be affected by the subsequent disability, incapacity, death, dissolution, liquidation, or bankruptcy of any Selling Stockholder.
Section 2.02 — Acceptance. The Stockholder Representative hereby accepts the appointment as Stockholder Representative and agrees to act as the Stockholder Representative in accordance with the terms and conditions of this Agreement. The Stockholder Representative shall discharge its duties and exercise its powers hereunder in good faith and in a manner consistent with the terms and conditions of this Agreement, the SPA, and the Escrow Agreement.
Section 2.03 — Binding Effect on All Selling Stockholders. The appointment of the Stockholder Representative made pursuant to Section 2.01 hereof shall be effective as to each Selling Stockholder that executes this Agreement, and shall become effective as to any other holder of capital stock of the Company (including any holder of vested stock options that are exercised prior to or in connection with the Closing) upon such holder's execution and delivery of a Joinder Agreement in the form attached hereto as Exhibit B to the Stockholder Representative and to Buyer. Upon execution and delivery of a Joinder Agreement by any such holder, such holder shall be deemed a "Selling Stockholder" for all purposes of this Agreement and shall be bound by all terms and conditions hereof as if such holder were an original signatory hereto. All actions taken by the Stockholder Representative within the scope of its authority under this Agreement shall be binding upon each and all of the Selling Stockholders as if each such Selling Stockholder had personally taken such action.
Section 2.04 — Sole and Exclusive Representative. The Stockholder Representative shall be the sole and exclusive representative of the Selling Stockholders with respect to all matters delegated to the Stockholder Representative hereunder, and Buyer and the Escrow Agent shall be entitled to deal exclusively with the Stockholder Representative with respect to all such matters. Buyer and the Escrow Agent shall be entitled to rely solely and conclusively upon the actions, instructions, decisions, directions, consents, approvals, waivers, and communications of the Stockholder Representative as being binding upon each and all of the Selling Stockholders, without any duty or obligation to inquire into the authority of the Stockholder Representative to take such actions or give such instructions, or to determine whether the Stockholder Representative has acted in accordance with the instructions or wishes of any individual Selling Stockholder or group of Selling Stockholders. No Selling Stockholder shall have any right to act individually with respect to any matter delegated to the Stockholder Representative hereunder, and any attempt by a Selling Stockholder to so act shall be void and of no force or effect as against Buyer or the Escrow Agent.
ARTICLE III — AUTHORITY AND POWERS
Section 3.01 — General Grant of Authority. Subject to the limitations set forth in Section 3.02 hereof, the Stockholder Representative shall have the full power and authority, on behalf of each and all of the Selling Stockholders, to take any and all actions and to make any and all decisions required of, or permitted to be taken by, the Stockholder Representative or the Selling Stockholders under the SPA, the Escrow Agreement, and this Agreement, including, without limitation, the following:
(a) Indemnification Claims (SPA Article IX). The Stockholder Representative shall have the full power and authority to:
(i) Receive, review, and respond to all notices of indemnification claims delivered by Buyer or any Buyer Indemnitee (as defined in the SPA) pursuant to Article IX of the SPA, including, without limitation, claims for breach of any representation or warranty of the Selling Stockholders contained in the SPA, claims for breach of any covenant or agreement of the Selling Stockholders contained in the SPA, and claims arising from pre-closing obligations of the Company or the Selling Stockholders;
(ii) Negotiate, contest, compromise, settle, or otherwise resolve any indemnification claim on behalf of the Selling Stockholders, including the execution of any settlement agreement, release, or other document in connection therewith;
(iii) Consent to, dispute, or object to the amount, validity, or characterization of any indemnification claim or the payment of any indemnification amount, and to deliver objection notices and dispute notices as contemplated by Article IX of the SPA;
(iv) Acknowledge and act in accordance with the indemnification limitations set forth in the SPA, including that (A) the general indemnification cap (the "Indemnification Cap") for breaches of general representations and warranties is Two Hundred Sixteen Million Dollars ($216,000,000) (representing eighteen percent (18%) of the Purchase Price), (B) the Survival Period for general representations and warranties is twenty-four (24) months from the Closing Date, (C) fundamental representations (including representations regarding organization, authority, title to shares, capitalization, and absence of broker's fees) survive indefinitely, and (D) tax representations survive until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof); and
(v) For the avoidance of doubt, acknowledge that the tax indemnification obligations of the Selling Stockholders under the SPA are not subject to the general Indemnification Cap and are subject to the separate limitations set forth in Article IX of the SPA.
(b) Working Capital Adjustment (SPA Section 2.06). The Stockholder Representative shall have the full power and authority to:
(i) Review the preliminary closing statement and estimated net working capital calculation prepared by Buyer and delivered to the Stockholder Representative within sixty (60) days following the Closing Date (or such other period as specified in Section 2.06 of the SPA);
(ii) Accept or dispute the preliminary closing statement and the components thereof, including the determination of the estimated net working capital of the Company as of the Closing Date;
(iii) Review, accept, or dispute the final closing statement and final working capital calculation, and to deliver any objection notice within the thirty (30)-day period (or such other period as specified in the SPA) following receipt of the preliminary closing statement;
(iv) Reference and apply 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), such that no true-up adjustment to the Purchase Price shall be required unless the final net working capital falls below Seventy-Three Million Five Hundred Thousand Dollars ($73,500,000) or exceeds Eighty-Three Million Five Hundred Thousand Dollars ($83,500,000);
(v) Engage independent accountants, financial advisors, or other consultants or advisors on behalf of the Selling Stockholders to review, analyze, and evaluate the working capital calculations and to prepare any analyses, reports, or supporting documentation in connection therewith; and
(vi) Submit disputes regarding the working capital calculation to the independent accounting firm designated pursuant to Section 2.06 of the SPA for final and binding resolution, and to participate in and present arguments, evidence, and analyses in connection with any such proceeding.
(c) Escrow Matters. The Stockholder Representative shall have the full power and authority to:
(i) Deliver joint instructions (together with Buyer, to the extent required by the Escrow Agreement) or sole instructions (to the extent permitted by the Escrow Agreement) to Marlowe Asset Management Trust Company, N.A. (the Escrow Agent), regarding the release, distribution, retention, or investment of all or any portion of the Escrow Fund (including the principal amount of Ninety-Six Million Dollars ($96,000,000) and any interest, earnings, or other amounts accruing thereon);
(ii) Act on behalf of the Selling Stockholders in connection with the scheduled release of the Escrow Fund, which release is scheduled to occur twenty-four (24) months after the Closing Date, subject to the retention of any amounts with respect to unresolved or pending indemnification claims, working capital adjustment disputes, or other matters as provided in the Escrow Agreement;
(iii) Dispute or consent to any claim by Buyer or any Buyer Indemnitee against the Escrow Fund, and to object to or approve any requested disbursement from the Escrow Fund;
(iv) Negotiate, execute, and deliver any amendment, supplement, or modification to the Escrow Agreement on behalf of the Selling Stockholders, to the extent permitted by the terms of the Escrow Agreement and this Agreement; and
(v) Take any other action in connection with the Escrow Fund that the Stockholder Representative deems necessary or appropriate to protect the interests of the Selling Stockholders.
(d) Amendments and Waivers. The Stockholder Representative shall have the full power and authority to:
(i) Agree to any amendment, modification, supplement, or waiver of any provision of the SPA (to the extent the SPA expressly permits post-closing amendments to be agreed to by the Stockholder Representative on behalf of the Selling Stockholders), the Escrow Agreement, or this Agreement on behalf of the Selling Stockholders;
(ii) Consent to any extension of time for the performance of any obligation or the satisfaction of any condition under the SPA, the Escrow Agreement, or this Agreement; and
(iii) Grant waivers of compliance with, or consent to any departure from, the terms of the SPA, the Escrow Agreement, or this Agreement, to the extent the Stockholder Representative is authorized to do so thereunder.
(e) Litigation and Dispute Resolution. The Stockholder Representative shall have the full power and authority to:
(i) Initiate, defend, participate in, settle, compromise, or withdraw from any litigation, arbitration, mediation, or other dispute resolution proceeding arising out of or related to the SPA, the Escrow Agreement, this Agreement, or the transactions contemplated thereby, including, without limitation, proceedings in the Delaware Court of Chancery (which, pursuant to Section 12.06 of the SPA, is the court of exclusive jurisdiction for disputes arising under the SPA and the Transaction Documents), or if the Court of Chancery declines jurisdiction, the United States District Court for the District of Delaware or any state court located in the State of Delaware;
(ii) Engage, retain, compensate, instruct, and terminate legal counsel on behalf of the Selling Stockholders, including Calloway, Brandt & Loewe LLP (Richard Calloway, lead partner), or such other legal counsel as the Stockholder Representative may determine to be appropriate, in connection with any post-closing matter arising under the SPA, the Escrow Agreement, or this Agreement;
(iii) Make all strategic and tactical decisions in connection with any such litigation or dispute resolution proceeding, including decisions regarding the filing or withdrawal of claims, the assertion or waiver of defenses, the selection of experts and witnesses, the negotiation and acceptance of settlement offers, and the prosecution or defense of appeals; and
(iv) Execute and deliver any settlement agreement, release, stipulation, consent order, or other document in connection with the resolution of any such proceeding.
(f) Notices and Communications. The Stockholder Representative shall have the full power and authority to:
(i) Give and receive all notices, requests, demands, waivers, consents, approvals, instructions, certificates, and other communications under the SPA, the Escrow Agreement, and this Agreement on behalf of the Selling Stockholders, to or from Buyer, NovaMart Global Inc. (in its post-Closing capacity, as applicable), the Escrow Agent, the independent accounting firm, legal counsel, or any other Person; and
(ii) Designate the manner, form, and timing of all such notices and communications, consistent with the requirements of the SPA, the Escrow Agreement, and this Agreement.
(g) Termination Fee Matters. The Stockholder Representative shall have the full power and authority to:
(i) Receive, on behalf of the Selling Stockholders, any reverse termination fee in the amount of Thirty Million Dollars ($30,000,000) payable by Buyer to the Selling Stockholders under Section 10.02 of the SPA in the event the SPA is terminated under circumstances that trigger Buyer's obligation to pay such reverse termination fee; and
(ii) Distribute any such reverse termination fee to the Selling Stockholders in accordance with their respective pro rata shares as set forth in Article VI hereof and on Exhibit A hereto.
(h) Tax Matters. The Stockholder Representative shall have the full power and authority to:
(i) Review and comment on any pre-closing tax returns of the Company and its Subsidiaries prepared by Buyer or the Company for any taxable period ending on or before the Closing Date, or for any Straddle Period, to the extent the SPA grants the Selling Stockholders or the Stockholder Representative the right to review, comment on, or consent to such tax returns;
(ii) Receive, review, and respond to any tax indemnification claims made by Buyer or any Buyer Indemnitee pursuant to Article IX of the SPA, and to negotiate, contest, compromise, settle, or otherwise resolve any such claims on behalf of the Selling Stockholders, acknowledging that the Selling Stockholders' tax indemnification obligations are not subject to the general Indemnification Cap and survive until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof);
(iii) Participate in, direct, or control (to the extent permitted by the SPA) any tax proceeding, audit, examination, assessment, or other action by any taxing authority relating to the pre-closing tax periods of the Company or its Subsidiaries, including, without limitation, the selection and engagement of tax advisors and accountants, the preparation and filing of responses to taxing authority inquiries, and the negotiation and acceptance of any proposed adjustment, assessment, or settlement; and
(iv) Make all elections, give all consents, and take all other actions with respect to pre-closing tax matters that the Selling Stockholders are entitled to make, give, or take under the SPA.
(i) General Authority. In addition to the specific powers set forth in Sections 3.01(a) through 3.01(h) above, the Stockholder Representative shall have the full power and authority to:
(i) Execute and deliver any certificates, documents, instruments, agreements, receipts, releases, and other writings in the name of and on behalf of each and all of the Selling Stockholders, in connection with any of the matters described herein;
(ii) Endorse, negotiate, and deposit checks, drafts, and other instruments payable to or for the account of the Selling Stockholders in connection with the matters described herein;
(iii) Engage and compensate such agents, advisors, consultants, accountants, and other professionals as the Stockholder Representative deems necessary or appropriate in connection with the performance of its duties hereunder; and
(iv) Take all other actions and do all other things that are contemplated by this Agreement, the SPA, and the Escrow Agreement, or that are reasonably necessary or appropriate to carry out the intent and purposes of the foregoing provisions of this Section 3.01.
Section 3.02 — Limitations on Authority. Notwithstanding the broad grant of authority set forth in Section 3.01, the Stockholder Representative shall not have the power or authority to:
(a) Increase or expand any individual Selling Stockholder's indemnification obligation or other liability beyond that expressly set forth in the SPA (including such Selling Stockholder's individual pro rata share of any indemnification liability as determined in accordance with Article VI hereof and Article IX of the SPA), or agree to any modification of the indemnification provisions of the SPA that would have the effect of increasing any individual Selling Stockholder's exposure beyond such Selling Stockholder's pro rata share without the prior written consent of such affected Selling Stockholder;
(b) Bind any Selling Stockholder to any obligation, liability, covenant, or agreement not contemplated by the SPA, the Escrow Agreement, or this Agreement, or enter into any transaction or arrangement on behalf of any Selling Stockholder that is outside the scope of the matters delegated to the Stockholder Representative hereunder; or
(c) Amend, modify, supplement, or waive any provision of this Agreement without the prior written consent of Selling Stockholders holding a majority in interest of the Selling Stockholders (as measured by their respective pro rata shares of the Purchase Price as set forth on Exhibit A hereto), provided that no amendment that disproportionately and adversely affects any individual Selling Stockholder shall be effective without the prior written consent of such Selling Stockholder.
ARTICLE IV — STANDARD OF CARE; EXCULPATION; INDEMNIFICATION OF REPRESENTATIVE
Section 4.01 — Standard of Care. The Stockholder Representative shall act in good faith in the performance of its duties and the exercise of its powers hereunder. The Stockholder Representative shall not be required to take any action that it believes, in good faith, would be contrary to applicable law or the terms of this Agreement, the SPA, or the Escrow Agreement, or that would expose the Stockholder Representative to personal liability for which the Stockholder Representative has not been adequately indemnified. The Stockholder Representative shall not be liable to any Selling Stockholder for any action taken, suffered, or omitted to be taken by the Stockholder Representative in good faith and reasonably believed by the Stockholder Representative to be within the scope of its authority hereunder. Any action taken or omitted to be taken by the Stockholder Representative pursuant to the advice of legal counsel (including Calloway, Brandt & Loewe LLP or any successor counsel retained by the Stockholder Representative) shall be conclusive evidence of the Stockholder Representative's good faith with respect to such action or omission. The Stockholder Representative shall have no obligation to take any action at its own expense or financial risk unless the Stockholder Representative has been indemnified and held harmless to its reasonable satisfaction by the Selling Stockholders against any loss, liability, cost, or expense that may be incurred in connection with such action.
Section 4.02 — No Liability. The Stockholder Representative shall not be liable to any Selling Stockholder, Buyer, or any other Person for any error of judgment, or for any act done or step taken or omitted by it, or for any mistake of fact or law, or for anything that the Stockholder Representative may do or refrain from doing in connection with this Agreement, the SPA, or the Escrow Agreement, except in the case of the Stockholder Representative's own willful misconduct, gross negligence, or fraud as determined by a final, non-appealable order of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Stockholder Representative shall not be liable for any action taken or omitted in reliance upon any notice, direction, instruction, consent, statement, order, or other document or instrument believed by the Stockholder Representative in good faith to be genuine and to have been signed, sent, or presented by the proper party or parties. The Stockholder Representative shall not be required to verify or confirm the accuracy, correctness, or genuineness of any such notice, direction, instruction, consent, statement, order, document, or instrument.
Section 4.03 — Indemnification of Representative by Selling Stockholders. Each Selling Stockholder, severally and not jointly (in proportion to such Selling Stockholder's pro rata share of the Purchase Price as set forth on Exhibit A hereto), hereby agrees to indemnify, defend, and hold harmless the Stockholder Representative and each of its partners (including limited partners), members, managers, officers, directors, employees, agents, and representatives (each, a "Representative Indemnified Party" and collectively, the "Representative Indemnified Parties") from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, costs, and expenses (including reasonable attorneys' fees and disbursements, court costs, expert witness fees, and expenses of investigation) (collectively, "Representative Losses") arising out of, relating to, or incurred in connection with the Stockholder Representative's acceptance of or performance of its duties and responsibilities under this Agreement, the SPA, or the Escrow Agreement, or the exercise of any of its powers hereunder or thereunder; provided, however, that no Selling Stockholder shall be obligated to indemnify any Representative Indemnified Party for any Representative Losses to the extent that such Representative Losses are finally determined by a court of competent jurisdiction (by final, non-appealable order) to have resulted from the willful misconduct, gross negligence, or fraud of the Stockholder Representative. The indemnification obligations of the Selling Stockholders under this Section 4.03 shall survive the termination of this Agreement and the resignation or removal of the Stockholder Representative.
Section 4.04 — Reliance. The Stockholder Representative shall be entitled to rely upon, and shall be fully protected in relying upon, any written notice, instruction, certification, direction, request, order, judgment, consent, or other communication or instrument from Buyer, the Escrow Agent, any Selling Stockholder, legal counsel, accountants, financial advisors, or any other Person that the Stockholder Representative reasonably believes to be genuine and to have been given, sent, or signed by an authorized Person. The Stockholder Representative may consult with, and rely upon the advice of, legal counsel, accountants, financial advisors, and other professionals selected by the Stockholder Representative in good faith, and shall not be liable for any action taken or omitted in accordance with such advice.
ARTICLE V — REPRESENTATIVE EXPENSE FUND
Section 5.01 — Expense Fund. At the Closing, an amount equal to Five Hundred Thousand Dollars ($500,000) (the "Representative Expense Fund") shall be withheld from the aggregate consideration otherwise payable to the Selling Stockholders at the Closing (such amount to be borne by the Selling Stockholders in proportion to their respective pro rata shares of the Purchase Price) and deposited into a separate account designated by the Stockholder Representative (the "Expense Account"). The Representative Expense Fund shall be held, managed, and disbursed by the Stockholder Representative for the purpose of paying any and all costs, fees, and expenses reasonably incurred by the Stockholder Representative in the performance of its duties and the exercise of its powers under this Agreement, the SPA, and the Escrow Agreement, including, without limitation:
(a) legal fees and expenses, including fees and disbursements of Calloway, Brandt & Loewe LLP or any successor counsel retained by the Stockholder Representative;
(b) accounting, auditing, tax advisory, and consulting fees and expenses;
(c) filing fees, court costs, arbitration fees, and other costs associated with any litigation, arbitration, or dispute resolution proceeding;
(d) fees and expenses of independent accountants engaged in connection with the working capital adjustment under Section 2.06 of the SPA;
(e) communication, mailing, printing, and reproduction expenses;
(f) travel and lodging expenses reasonably incurred by the Stockholder Representative or its authorized agents in connection with the performance of their duties hereunder; and
(g) general administrative expenses incurred in connection with the Stockholder Representative's performance of its duties hereunder.
The Stockholder Representative shall not be required to make detailed accountings to the Selling Stockholders with respect to individual disbursements from the Representative Expense Fund, but shall, upon the written request of any Selling Stockholder holding not less than ten percent (10%) of the aggregate pro rata shares, provide a summary accounting of expenditures from the Representative Expense Fund within thirty (30) days of such request.
Section 5.02 — Replenishment. In the event that the Representative Expense Fund is insufficient to cover the costs, fees, and expenses incurred or reasonably anticipated to be incurred by the Stockholder Representative in the performance of its duties hereunder, the Stockholder Representative may deliver written notice to the Selling Stockholders requesting additional contributions to the Representative Expense Fund. Each Selling Stockholder shall, within fifteen (15) business days following receipt of such notice, contribute its pro rata share (based on its proportionate share of the Purchase Price as set forth on Exhibit A) of the additional amount requested by the Stockholder Representative; provided, however, that no Selling Stockholder shall be required to contribute, in the aggregate (including such Selling Stockholder's share of the initial Representative Expense Fund), an amount in excess of such Selling Stockholder's remaining pro rata portion of the Escrow Fund (after giving effect to any prior disbursements from the Escrow Fund). The failure of any Selling Stockholder to timely make a requested contribution shall not relieve such Selling Stockholder of its obligation to make such contribution, and the Stockholder Representative shall be entitled to recover such amounts from any distributions otherwise payable to such Selling Stockholder from the Escrow Fund or otherwise.
Section 5.03 — Distribution of Remaining Balance. Upon the final resolution of all post-closing matters for which the Stockholder Representative was appointed (including the complete release or disbursement of the Escrow Fund, the final resolution of all indemnification claims under Article IX of the SPA, the final determination of the working capital adjustment under Section 2.06 of the SPA, and the final resolution of all tax indemnification matters), and the payment of all outstanding costs, fees, and expenses of the Stockholder Representative, the Stockholder Representative shall distribute any remaining balance of the Representative Expense Fund (including any interest or earnings thereon) to the Selling Stockholders in proportion to their respective pro rata shares of the Purchase Price as set forth on Exhibit A hereto. Such distribution shall be made within thirty (30) days following the date on which the Stockholder Representative determines, in its reasonable discretion, that all post-closing matters have been finally resolved and no further expenditures from the Representative Expense Fund are anticipated.
ARTICLE VI — PRO RATA SHARES
Section 6.01 — Pro Rata Allocations. All amounts received by or distributed through the Stockholder Representative for the benefit of the Selling Stockholders (including, without limitation, releases or disbursements from the Escrow Fund, payments of any reverse termination fee by Buyer, working capital true-up payments, and any other amounts payable to the Selling Stockholders under the SPA or otherwise) shall be distributed by the Stockholder Representative to the Selling Stockholders pro rata based on each Selling Stockholder's proportionate share of the aggregate Purchase Price, as set forth on Exhibit A hereto. The pro rata shares of the Selling Stockholders, as of the date hereof and subject to adjustment as provided in the SPA, are as follows:
The individual allocations for the Management and Employee Stockholders comprising the 9.2% aggregate category are set forth in detail on Exhibit A hereto.
The Stockholder Representative shall distribute all amounts to the Selling Stockholders promptly following receipt thereof, and in no event later than fifteen (15) business days following receipt, except to the extent the Stockholder Representative determines in good faith that a reserve or holdback is necessary or appropriate to address pending or anticipated claims, expenses, or obligations.
Section 6.02 — Indemnification Obligations Pro Rata. Any indemnification obligations of the Selling Stockholders arising under Article IX of the SPA (including, without limitation, any amounts paid from the Escrow Fund in satisfaction of indemnification claims by Buyer or any Buyer Indemnitee, and any amounts payable by the Selling Stockholders in excess of the Escrow Fund up to the Indemnification Cap or otherwise as provided in the SPA) shall be borne by each Selling Stockholder severally and not jointly, in proportion to such Selling Stockholder's pro rata share of the Purchase Price as set forth on Exhibit A hereto. No Selling Stockholder shall have any obligation to contribute to or bear any portion of the indemnification obligations attributable to any other Selling Stockholder's pro rata share. For purposes of clarity, each Selling Stockholder's maximum aggregate indemnification exposure with respect to general representations and warranties shall not exceed such Selling Stockholder's pro rata share of the Indemnification Cap (i.e., such Selling Stockholder's pro rata percentage multiplied by Two Hundred Sixteen Million Dollars ($216,000,000)), subject to the exceptions for fundamental representations and tax representations set forth in the SPA.
ARTICLE VII — RESIGNATION AND REMOVAL; SUCCESSOR REPRESENTATIVE
Section 7.01 — Resignation. The Stockholder Representative may resign at any time by giving not less than thirty (30) days' prior written notice of resignation to Buyer and to each Selling Stockholder at the addresses set forth herein or on Exhibit A (or such other addresses as may have been provided in writing to the Stockholder Representative). Such resignation shall not become effective until the earlier of (a) the appointment of a successor Stockholder Representative in accordance with Section 7.03 hereof, or (b) the expiration of sixty (60) days following the date of such notice of resignation if no successor has been appointed, in which case the provisions of Section 7.03 regarding petition to the Delaware Court of Chancery shall apply. Upon the effective date of such resignation, the resigning Stockholder Representative shall be discharged from any further duties and obligations under this Agreement (other than duties and obligations that, by their terms, survive such resignation, including the obligations of the Selling Stockholders to indemnify the Stockholder Representative under Section 4.03 hereof with respect to matters arising prior to the effective date of resignation).
Section 7.02 — Removal. The Stockholder Representative may be removed at any time, with or without cause, by the written consent of Selling Stockholders holding a majority in interest (measured by their respective pro rata shares of the Purchase Price as set forth on Exhibit A hereto). Such written consent shall be delivered to the Stockholder Representative and to Buyer, and such removal shall become effective upon the appointment of a successor Stockholder Representative in accordance with Section 7.03 hereof. For the avoidance of doubt, the vote of Ridgeline Equity Partners, LP (in its capacity as a Selling Stockholder) shall be counted in determining whether the requisite majority in interest has been obtained for purposes of a removal action.
Section 7.03 — Appointment of Successor. In the event of the resignation or removal of the Stockholder Representative, the Selling Stockholders holding a majority in interest (measured by their respective pro rata shares of the Purchase Price) shall appoint a successor Stockholder Representative within thirty (30) days following the date on which the notice of resignation is delivered or the written consent to removal is obtained, as applicable. The appointment of a successor Stockholder Representative shall be effective upon written acceptance by the successor of such appointment and delivery of written notice of such appointment to Buyer, the Escrow Agent, and all Selling Stockholders. If no successor Stockholder Representative is appointed within such thirty (30)-day period, the departing Stockholder Representative (or any Selling Stockholder) may petition the Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the United States District Court for the District of Delaware or any state court located in the State of Delaware) to appoint a successor Stockholder Representative, and the costs and expenses of such proceeding shall be borne by the Selling Stockholders in proportion to their respective pro rata shares. Any successor Stockholder Representative appointed pursuant to this Section 7.03 shall have all of the rights, powers, duties, and obligations of the original Stockholder Representative under this Agreement, the SPA, and the Escrow Agreement, as if such successor had been originally named as the Stockholder Representative hereunder.
Section 7.04 — Continuing Liability. No resignation or removal of the Stockholder Representative shall affect (a) any rights, obligations, or liabilities of the Stockholder Representative arising prior to the effective date of such resignation or removal, (b) the rights of the Stockholder Representative (or any Representative Indemnified Party) to indemnification under Section 4.03 hereof with respect to actions taken or omitted prior to the effective date of such resignation or removal, or (c) the obligation of the departing Stockholder Representative to cooperate with and provide a reasonable transition of duties, records, and pending matters to the successor Stockholder Representative.
ARTICLE VIII — NOTICES
Section 8.01 — Notices. All notices, requests, demands, waivers, consents, approvals, instructions, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and received: (a) when delivered in person, (b) on the next business day when sent by nationally recognized overnight courier (with tracking capability and proof of delivery), or (c) when sent by electronic mail (with confirmation of receipt by the addressee, which confirmation may be by reply email, read receipt, or other written acknowledgment), to the Parties at the following addresses (or such other addresses as a Party may designate by written notice given in accordance with this Section 8.01):
If to the Stockholder Representative:
Ridgeline Equity Partners, LP
Attn: Franklin Osei, Managing Partner
200 Park Avenue South, 14th Floor New York, New York 10003
Email: fosei@ridgelineequity.com
with a copy (which shall not constitute notice) to:
Calloway, Brandt & Loewe LLP
Attn: Richard Calloway
600 Travis Street, Suite 4500 Houston, Texas 77002
Email: rcalloway@cbllaw.com
If to the Buyer:
Cascade Retail Holdings Inc.
Attn: Elena Vasquez-Bright, General Counsel
4500 Elliott Avenue West, Suite 3200 Seattle, Washington 98119
Email: evasquez-bright@cascaderetail.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP
Attn: Harrison Wexford
599 Lexington Avenue, 38th Floor New York, New York 10022
Email: hwexford@calderwoodharkness.com
If to the Selling Stockholders:
To the respective addresses set forth on Exhibit A hereto, or to such other address as any Selling Stockholder may from time to time designate in writing to the Stockholder Representative and to Buyer.
Any Party may change its address for notices by giving written notice of such change to all other Parties in the manner provided in this Section 8.01. Any notice addressed to a Selling Stockholder that is delivered to the Stockholder Representative at the address set forth above shall be deemed to have been duly given to such Selling Stockholder for purposes of this Agreement, the SPA, and the Escrow Agreement.
ARTICLE IX — TERM AND TERMINATION
Section 9.01 — Effective Date. This Agreement shall become effective upon the Closing of the transactions contemplated by the SPA. If the SPA is terminated prior to the Closing in accordance with its terms, this Agreement shall be void and of no force or effect, and none of the Parties shall have any rights, obligations, or liabilities hereunder (except that, for the avoidance of doubt, the Stockholder Representative shall have the authority to receive and distribute any reverse termination fee payable by Buyer pursuant to Section 10.02 of the SPA, to the extent such termination fee becomes payable prior to or in connection with the termination of the SPA, and Section 3.01(g) hereof shall be given effect for such limited purpose).
Section 9.02 — Termination. Subject to Section 9.03, this Agreement shall terminate automatically, without any further action by any Party, upon the latest to occur of the following:
(a) the final release and distribution of the entire Escrow Fund (which release is scheduled to occur twenty-four (24) months after the Closing Date, subject to retention of amounts with respect to pending or unresolved indemnification claims as provided in the Escrow Agreement) and the final resolution of all pending, threatened, or unresolved indemnification claims under Article IX of the SPA (including any claims that are the subject of pending litigation or dispute resolution proceedings);
(b) the final resolution and settlement of the post-closing working capital adjustment under Section 2.06 of the SPA, including the payment or receipt of any true-up amount due in connection therewith;
(c) the final resolution of all tax indemnification matters under the SPA, including the resolution of any tax proceeding, audit, or examination relating to pre-closing tax periods of the Company or its Subsidiaries (which may extend until sixty (60) days after the expiration of the applicable statute of limitations for the tax representations set forth in the SPA, including any extensions or waivers of such statute of limitations); and
(d) the final distribution of any remaining balance of the Representative Expense Fund to the Selling Stockholders in accordance with Section 5.03 hereof.
Section 9.03 — Survival of Certain Provisions. Notwithstanding the termination of this Agreement pursuant to Section 9.02, the following provisions shall survive such termination and shall continue in full force and effect: (a) Article IV (Standard of Care; Exculpation; Indemnification of Representative), including the Selling Stockholders' obligation to indemnify the Representative Indemnified Parties under Section 4.03 with respect to matters arising during the term of this Agreement; (b) this Section 9.03; and (c) Article XI (Miscellaneous), including the governing law, jurisdiction, waiver of jury trial, and specific performance provisions set forth therein. The survival of such provisions shall not be limited in duration except as otherwise expressly provided therein or by applicable law.
ARTICLE X — BUYER ACKNOWLEDGMENTS
Section 10.01 — Buyer's Reliance on Representative. Buyer hereby acknowledges and agrees as follows:
(a) Exclusive Dealing. Buyer shall deal exclusively with the Stockholder Representative (and not with any individual Selling Stockholder) with respect to all post-closing matters arising under the SPA, including, without limitation, the assertion, negotiation, compromise, and settlement of indemnification claims under Article IX of the SPA, the review, dispute, and resolution of the post-closing working capital adjustment under Section 2.06 of the SPA, the delivery of instructions to the Escrow Agent regarding the release, retention, or distribution of the Escrow Fund, and all other matters for which the Stockholder Representative has been granted authority hereunder. Buyer shall have no obligation to deal with, give notice to, or obtain the consent or approval of any individual Selling Stockholder with respect to any such matter (except to the extent expressly required by the SPA or applicable law).
(b) Binding Effect of Representative's Actions. Any notice, consent, agreement, waiver, instruction, direction, certificate, settlement, or other communication given, executed, or delivered by the Stockholder Representative in connection with the matters delegated to the Stockholder Representative hereunder shall be deemed to have been given, executed, or delivered by each and all of the Selling Stockholders and shall bind each and all of the Selling Stockholders as if each such Selling Stockholder had personally given, executed, or delivered such notice, consent, agreement, waiver, instruction, direction, certificate, settlement, or other communication.
(c) Discharge of Buyer's Obligations. Any payment by Buyer to the Stockholder Representative (or to the Escrow Agent upon joint instruction with the Stockholder Representative) on account of any indemnification obligation, working capital true-up amount, or other amount due to the Selling Stockholders under the SPA shall constitute a complete discharge of Buyer's obligation to the Selling Stockholders (and each of them) with respect to such payment, to the extent of the amount so paid, and Buyer shall have no responsibility for, or liability in connection with, the allocation or distribution of such payment among the Selling Stockholders.
(d) No Duty of Inquiry. Buyer shall have no obligation or duty to inquire into or verify the authority of the Stockholder Representative to take any action or give any instruction, direction, or consent hereunder, or to determine whether the Stockholder Representative is acting in accordance with the instructions, wishes, or directions of any individual Selling Stockholder or group of Selling Stockholders. Buyer shall be fully protected in dealing with the Stockholder Representative in accordance with the terms of this Agreement, and shall have no liability to any Selling Stockholder for any action taken or omitted by the Stockholder Representative, regardless of whether such action is within the scope of the Stockholder Representative's authority hereunder.
ARTICLE XI — MISCELLANEOUS
Section 11.01 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 11.02 — Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery (or, if the Court of Chancery declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if such federal court also declines jurisdiction, any state court of the State of Delaware) for the adjudication of any dispute, claim, action, suit, or proceeding arising out of, relating to, or in connection with this Agreement, the negotiation, execution, performance, or enforcement hereof, or the transactions contemplated hereby. Each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any such action or proceeding: (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process; (b) that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise); or (c) that (i) the action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The consent to jurisdiction and venue set forth in this Section 11.02 is consistent with, and supplements, the dispute resolution provisions set forth in Section 12.06 of the SPA.
Section 11.03 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM, OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE SPA, THE ESCROW AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING ANY SUIT, ACTION, CLAIM, OR PROCEEDING RELATING TO THE ENFORCEMENT, BREACH, OR VALIDITY OF THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH SUIT, ACTION, CLAIM, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 11.03.
Section 11.04 — Entire Agreement. This Agreement (including the Exhibits hereto), together with the SPA and the Escrow Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether written or oral, with respect to such subject matter. There are no representations, warranties, covenants, or agreements among the Parties relating to the subject matter hereof other than those expressly set forth or referred to herein.
Section 11.05 — Amendments. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by (a) Buyer, (b) the Stockholder Representative, and (c) Selling Stockholders holding a majority in interest (measured by their respective pro rata shares of the Purchase Price as set forth on Exhibit A hereto). Any amendment, modification, or supplement that complies with the foregoing requirements shall be binding upon all Parties and all Selling Stockholders, including any Selling Stockholder who did not consent to or execute such amendment, modification, or supplement.
Section 11.06 — Waivers. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the Party or Parties granting such waiver. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and are not exclusive of any other right

STOCKHOLDER REPRESENTATIVE AGREEMENT

CASCADE RETAIL HOLDINGS INC.

THE SELLING STOCKHOLDERS IDENTIFIED HEREIN

STOCKHOLDER REPRESENTATIVE AGREEMENT

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