Contract analysis

I. Purpose of Memorandum This memorandum documents the results of the firm-wide conflicts review conducted by the Conflicts Review Committee of the Office of the General Counsel of Calderwood & Harkness LLP in connection with the proposed engagement of the firm by Cascade Retail Holdings Inc. ("Cascade" or the "Proposed Client") to serve as lead defense counsel in the Federal Trade Commission's challenge to Cascade's

II. Description of the Proposed Engagement A. Client Identification The Proposed Client is Cascade Retail Holdings Inc. (Nasdaq: CSRT), a Delaware corporation headquartered at 2200 Westlake Avenue North, Suite 3400, Seattle, Washington 98109. Cascade's federal employer identification number is 91-2034817. Cascade is a publicly traded omnichannel retail and e-commerce company operating a portfolio of consumer-facing r

1. Preliminary Injunction Proceeding. Defense of Cascade in FTC v. Cascade Retail Holdings Inc. et al., Case No. 2:25-cv-01087-RAJ, filed June 23, 2025 in the United States District Court for the Western District of Washington, assigned to the Honorable Richard A. Johannsen, United States District Judge. In this action, the FTC seeks a temporary restraining order and preliminary injunction under Section 13(b) of the

2. Administrative Proceeding. Defense of Cascade in the FTC's administrative proceeding, In the Matter of Cascade Retail Holdings Inc., Docket No. 9438, initiated by the filing of an administrative complaint on June 20, 2025 before an FTC Administrative Law Judge. The administrative complaint alleges that the proposed acquisition would violate Section 7 of the Clayton Act, 15 U.S.C. § 18, and Section 5 of the FTC Act

3. Ancillary Motions, discovery, and Related Matters. The scope of the engagement includes all motions practice, fact and expert discovery, depositions, expert reports, pre-hearing briefing, evidentiary hearings, post-hearing briefing, and any appeals or related proceedings arising from or ancillary to the foregoing matters. The FTC's central theory of harm, as set forth in its complaints, is that the combination of

III. Parties and Entities Searched In accordance with the firm's Conflicts Review Policy and Procedures Manual, the Conflicts Review Committee conducted a comprehensive search of the firm's electronic conflicts database (IntegrityCheck™ system, version 14.3) against all parties, adverse parties, co-parties, material third parties, and related entities identified in connection with the proposed engagement. The search

1. Cascade Retail Holdings Inc. (CSRT) — the Proposed Client

2. CRH Merger Sub Inc. — wholly owned subsidiary of Cascade formed for the purpose of effecting the merger

3. CascadeMarket — Cascade's third-party marketplace platform, operated as a "doing business as" trade name of Cascade Retail Holdings Inc. (not a separately incorporated entity)

4. CascadeDirect.com — Cascade's direct-to-consumer e-commerce platform, also operated as a d/b/a of Cascade Retail Holdings Inc.

5. Key officers and directors of Cascade: • Margaret "Meg" Thornberry, CEO & Chairwoman • David Ruan, President & COO • Sonia Alvarez-Kirk, CFO • Jerome Weston, General Counsel & Corporate Secretary • Patricia "Trish" Delacroix, SVP, Marketplace & Platform Strategy B. Adverse Party

1. Federal Trade Commission (Bureau of Competition, Mergers IV Division)

2. FTC personnel identified in the pleadings: • Claire Dunmore, Lead Trial Attorney • Samuel Ortega, Senior Trial Counsel • Rebecca Yun, Staff Attorney • Dr. Nathaniel Hargrove, Bureau of Economics, Staff Economist The FTC is a federal government agency. Representation adverse to the FTC in a specific litigation matter does not generally give rise to a firm-wide conflict of interest, as the agency is not and cannot b

1. Pinnacle Market Group Inc. (Nasdaq: PMGI), a Delaware corporation headquartered at 500 East 6th Street, Suite 800, Austin, Texas 78701; EIN 84-3291056

2. Pinnacle co-founders: • Rajiv Chandravar, Chief Executive Officer • Lena Kowalski, Chief Product Officer

3. Other Pinnacle officers: • Thomas Breck, Chief Financial Officer • Anita Suresh, General Counsel Pinnacle is named as a co-defendant in both the district court and administrative proceedings. It is important to note that Pinnacle is not a proposed client of Calderwood & Harkness LLP. Pinnacle is separately represented in this matter by Whitfield, Greer & Tanaka LLP, 100 Congress Avenue, Suite 2200, Austin, Texas 7

1. Whitfield, Greer & Tanaka LLP

3. Kenneth Oshiro, Senior Associate E. Transaction-Related Advisors

1. Harmon Ridgeway & Strauss LLP (Cascade's transaction counsel) — Phillip Strauss, Monica Chen-Barrios

2. Mercer Hollis & Co. (Cascade's financial advisor) — Graham Mercer IV, Yuki Tanabe

3. Ridgeline Capital Partners (Pinnacle's financial advisor) — Nadine Vasquez

4. Whitmore National Bank, N.A. (acquisition financing lead arranger) — Brian Alderman

5. Aldrich & Warwick CPAs LLP (Cascade's auditor)

6. Kessler Fong Accounting Group LLP (Pinnacle's auditor)

7. Arundel Proxy Advisors LLC (Cascade's proxy solicitor)

8. Veltrano Transfer Services Inc. (transfer agent for both Cascade and Pinnacle)

9. Pendleton Crier & Associates (Cascade's communications advisor) — Douglas Crier F. Proposed Experts and Consultants

1. Brindoval Analytics LLC — proposed economic and antitrust expert consultant retained on behalf of Cascade: • Dr. Priya Ramanathan, Managing Director and Testifying Expert • Dr. Lucas Engström, Senior Economist

2. Thornfield Research Group — the FTC's retained economic expert: • Dr. Wallace Keenan, Testifying Expert G. Named Competitors and Third Parties Likely to Be Involved The following entities are identified in the FTC's complaint as competitors in the alleged relevant market and are likely to be recipients of third-party subpoenas, sources of fact testimony, or otherwise materially involved in the proceedings:

1. Vertex Commerce Inc. — a Delaware corporation headquartered in San Jose, California. Vertex operates the largest independent online marketplace platform in the United States and is identified in the FTC's complaint as holding approximately 35.7% of gross merchandise value transacted through online marketplace platform services.

2. Nomad Shops LLC — a Delaware limited liability company headquartered in Brooklyn, New York. Nomad Shops operates a curated artisan marketplace and is identified in the FTC's complaint as holding approximately 14.6% of online marketplace GMV.

3. Brevity Social Commerce Inc. — a Delaware corporation headquartered in Los Angeles, California. Brevity is a privately held company that launched its social-commerce marketplace platform in 2023.

4. Trove Marketplace Inc. — a Delaware corporation headquartered in Chicago, Illinois. Trove is a privately held company that launched its online marketplace platform in 2024. H. Intervenor / Amicus Party

1. Independent Online Sellers Alliance ("IOSA") — a 501(c)(6) trade association, 1025 Vermont Avenue NW, Suite 600, Washington, D.C. 20005. IOSA has filed a motion to intervene in the district court proceedings on behalf of the FTC, asserting that its members — independent third-party sellers who transact through online marketplace platforms — will be harmed by the proposed merger.

2. Galloway & Peck LLP — counsel to IOSA, 60 East 42nd Street, Suite 2600, New York, New York 10165: • Martina Galloway, Lead Partner

IV. Conflicts Database Search Results The following sets forth the results of the conflicts database search for each party and entity identified in Section III, together with the Committee's analysis and conclusions as to whether any conflict of interest exists. A. Cascade Retail Holdings Inc. (Proposed Client) No current or prior representation of Cascade Retail Holdings Inc. or any of its subsidiaries, trade names

I. Transaction-Related Parties The following transaction-related parties were searched, with results as indicated: Harmon Ridgeway & Strauss LLP ("HRS"). No conflict identified. HRS is Cascade's transaction counsel and has represented Cascade in connection with the negotiation and execution of the Merger Agreement, the HSR filing, and related corporate matters. HRS will serve in a complementary, non-overlapping role

V. Ethical Rules Analysis A. Rule 1.7 — Current Client Conflicts Rule 1.7 of the Model Rules of Professional Conduct (and the parallel provisions of the Washington Rules of Professional Conduct and Delaware Lawyers' Rules of Professional Conduct) prohibits a lawyer from representing a client if the representation involves a concurrent conflict of interest — that is, if the representation of one client will be directl

1. Substantial Relatedness. The prior Whitmore matter involved the structuring, negotiation, and documentation of a $1.1 billion syndicated credit facility for Meridian Energy Holdings Corp. The subject matter, industry, and legal issues in that engagement (energy-sector corporate lending, credit agreement drafting, intercreditor arrangements) are wholly unrelated to the current matter (antitrust defense of a technol

2. Material Adversity. Even if the matters were substantially related (which they are not), Whitmore's interests are not materially adverse to Cascade's interests in this engagement. Whitmore, as the lead arranger for the acquisition financing, has a direct financial interest in the consummation of the merger. The firm's defense of Cascade in the FTC proceedings supports Whitmore's interests. There is no adversity, m

3. Confidential Information. No confidential information obtained during the Whitmore representation could be used to Whitmore's disadvantage in this engagement. The prior engagement involved no antitrust-related information, no marketplace-platform-related information, and no information regarding either Cascade or Pinnacle. Conclusion: No Rule 1.9 conflict identified. Informed consent from Whitmore National Bank is

VI. Conditions and Limitations The clearance granted herein is subject to the following conditions and limitations, which should be observed by the engagement team throughout the duration of the representation:

1. No Representation of Pinnacle Market Group Inc. Calderwood & Harkness LLP is not and will not serve as counsel to Pinnacle Market Group Inc. in this matter, any related matter, or any other matter. Pinnacle is separately and independently represented by Whitfield, Greer & Tanaka LLP. The engagement letter with Cascade must clearly identify Cascade Retail Holdings Inc. as the sole client and must disclaim any attor

2. Joint Defense and Common Interest Agreement. A joint defense and common interest agreement between Cascade (through Calderwood & Harkness) and Pinnacle (through Whitfield, Greer & Tanaka LLP) should be executed promptly. The anticipated execution date is July 1, 2025. The agreement should include, at a minimum, the following provisions: (a) A statement of the common legal interest shared by the parties; (b) Provis

3. Monitoring for Changed Circumstances. The conflicts analysis documented in this memorandum is based on the facts and circumstances as they exist on June 25, 2025. If circumstances change materially during the course of the engagement, the conflicts analysis should be revisited and updated. In particular, the engagement team should notify the Office of the General Counsel promptly if any of the following events occ

4. Third-Party discovery Clearance. The engagement team should notify the Office of the General Counsel before issuing third-party subpoenas (whether for documents or testimony) to any entity or individual not included in the initial conflicts search documented in this memorandum. This is necessary to permit supplemental conflicts screening against the firm's database and to confirm that the issuance of such subpoena

VII. Conclusion and Clearance Based on the comprehensive review documented in this memorandum, including the search of the firm's conflicts database against all identified parties, adverse parties, co-parties, transaction-related entities, proposed experts, competitors, and other material third parties, and based on the ethical rules analysis set forth in Section V above, the Conflicts Review Committee of the Office

1. No disqualifying conflict of interest exists that would prevent Calderwood & Harkness LLP from accepting the proposed engagement to represent Cascade Retail Holdings Inc. as lead defense counsel in FTC v. Cascade Retail Holdings Inc. et al., Case No. 2:25-cv-01087-RAJ (W.D. Wash.), and in the related FTC administrative proceeding, In the Matter of Cascade Retail Holdings Inc., Docket No. 9438.

2. Matter No. 1038-00001 is approved for opening in the firm's matter management and billing systems, subject to the completion of standard new-client KYC/AML due diligence by the Client Intake Department.

3. This clearance is subject to the conditions and limitations set forth in Section VI of this memorandum, which the engagement team is expected to observe throughout the duration of the representation.

4. The engagement team is authorized to proceed with execution of the engagement letter and to commence substantive legal work on behalf of Cascade Retail Holdings Inc.

VIII. Approval and Distribution Reviewed and Approved: ________________________________________ Catherine R. Whitford Deputy General Counsel Calderwood & Harkness LLP Office of the General Counsel Date: June 25, 2025 Distribution: • Howard Bellamy, Responsible Partner, Antitrust & Competition Practice Group • Elaine Forsythe, Billing Partner, Antitrust & Competition Practice Group • Firm Conflicts Database (for filin