Extract to table

LLC operates thirty-four (34) natural and organic grocery stores, consisting of twenty-two (22) stores located throughout the State of Oregon and twelve (12) stores located in Northern California, together with one (1) distribution center facility comprising approximately forty-eight thousand (48,000) square feet located at 19800 SW Cipole Road, Tualatin, Oregon 97062 (such grocery stores and distribution center, together with the related operations, collectively, the "Business"); WHEREAS, Ridgeline Consumer Partners LLC is a Delaware limited liability company with its principal office located at 900 SW Fifth Avenue, Suite 2600, Portland, Oregon 97204; WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of June 13, 2025, by and among Cascade, EverGreen, and the Assignee (the "Purchase Agreement"), the Sellers agreed to sell, assign, transfer, convey, and deliver to the Buyer substantially all of the assets used or held for use in the operation of the Business (the "Purchased Assets") for an aggregate purchase price of Twenty-Five Million Dollars ($25,000,000), and the Buyer agreed to assume certain liabilities of the Business in connection therewith, all as more fully set forth in the Purchase Agreement; WHEREAS, the Purchase Agreement provides that at the Closing (as defined therein), the Assignors shall execute and deliver to the Assignee this Assignment and Assumption Agreement to assign, transfer, convey, and deliver to the Assignee all of the Assignors' right, title, and interest in, to, and under the Assumed Contracts (as defined herein), and the Assignee shall assume and agree to pay, perform, and discharge all of the Assumed Liabilities (as defined herein), each as defined in the Purchase Agreement; and WHEREAS, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement

"Excluded Liabilities" shall have the meaning ascribed to such term in the Purchase Agreement

"Transaction Documents" shall have the meaning ascribed to such term in the Purchase Agreement

"Transferred Employees" shall have the meaning ascribed to such term in the Purchase Agreement

2 — Terms Defined in Purchase Agreement All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement

In the event that any capitalized term is defined both in this Agreement and in the Purchase Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement, except as otherwise expressly provided herein