Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP ("the Firm," "C&H," or "we") is pleased to confirm its engagement by Cascade Retail Holdings Inc. ("Cascade," "CRH," or "the Company"), a Delaware corporation headquartered in Seattle, Washington, as lead defense counsel in the above-referenced matters. This letter sets forth the terms and conditions governing the Firm's representation of Cascade in

2. Scope of Engagement 2.1 District Court Litigation The Firm's engagement encompasses the defense of the FTC's complaint in Case No. 2:25-cv-01087-RAJ, including, without limitation, the following: (a) Defense of the FTC's complaint seeking a preliminary injunction to block the consummation of the proposed acquisition, including all pretrial proceedings, discovery (both written and oral), motion practice, expert ret

3. Engagement Team 3.1 Responsible Partner Howard Bellamy, Partner in the Firm's Antitrust & Competition Practice Group, based in the Washington, D.C. office, will serve as the Responsible Partner for this engagement. Mr. Bellamy will serve as the primary client contact and will have overall responsibility for the engagement, including strategic direction of the defense, supervision of the engagement team, and coordi

4. Billing Rates and Fee Arrangements 4.1 Hourly Rates The Firm will bill for professional services rendered in this engagement on an hourly basis. The following hourly rates apply to the core members of the engagement team: Paralegal and legal assistant time will be billed at hourly rates ranging from $350 to $550 per hour, depending on the level of experience and specialization of the individual. A schedule of curr

5. Billing and Payment Terms 5.1 Invoicing. The Firm will submit monthly invoices for professional fees and disbursements incurred in connection with this engagement. Invoices will be prepared and submitted on or about the fifteenth (15th) day of each month for services rendered and disbursements incurred during the preceding calendar month. Each invoice will include reasonably detailed descriptions of the work perfo

6. Client Identification and Relationship The Firm's client in this engagement is Cascade Retail Holdings Inc., and the Firm's duties of loyalty, confidentiality, and competent representation run to Cascade Retail Holdings Inc. as an entity. The Firm does not represent, and is not engaged to represent, any officer, director, employee, shareholder, or affiliate of Cascade in their individual capacity in connection wit

7. Conflicts of Interest 7.1 Conflicts Check The Firm has conducted a thorough conflicts check in accordance with its standard conflicts clearance procedures and the requirements of the District of Columbia Rules of Professional Conduct. Based on that check, the Firm confirms the following: (a) The Firm does not currently represent, and has not previously represented, any of the following entities or individuals in a

8. Confidentiality and Privilege All communications between the Firm and the Company, and all work product prepared by the Firm, in connection with this engagement are intended to be privileged and confidential under the attorney-client privilege, the work-product doctrine, and any other applicable privilege or protection. The Firm will take all reasonable steps to protect the confidentiality of such communications a

9. Document Retention The Firm will maintain client files, including correspondence, pleadings, memoranda, work product, and other materials generated or received in connection with this engagement, in accordance with the Firm's standard document retention policies. The Firm may maintain files in physical or electronic format, or a combination thereof, in its discretion. Upon conclusion of the engagement (whether by

10. Termination of Engagement Either the Company or the Firm may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Company will remain obligated to pay for all professional fees and disbursements incurred through the date of termination, including any fees and disbursements incurred in connection with the orderly transition of the matter to

11. Limitation of Liability The Company agrees that the Firm's aggregate liability to the Company arising out of or relating to this engagement, whether in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by the Company to the Firm for services rendered in connection with this matter, except in cases of the Firm's willful misconduct or gross negligence. This limitatio

12. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The parties agree that the State of New York has a substantial relationship to the parties and to this engagement, and that the application of New York law is appropriate. Any dispute, controversy, or claim arising o

13. No Guarantee of Outcome The Company acknowledges and agrees that the Firm has made no promises, assurances, or guarantees regarding the outcome of the District Court Action, the Administrative Proceeding, or any other aspect of the litigation or the proposed transaction. While the Firm will exercise its best professional judgment and devote its full efforts to the defense of the Company's interests, the outcome o

14. Entire Agreement / Amendments This engagement letter, together with any enclosures referenced herein (including the Firm's standard Outside Counsel Billing Guidelines), constitutes the entire agreement between the Firm and the Company regarding the terms and conditions of this engagement and supersedes all prior discussions, negotiations, understandings, and communications between the parties, whether oral or wri

15. Acceptance and Execution If the foregoing terms are acceptable to the Company, please sign and return the enclosed duplicate original of this engagement letter to my attention at the address set forth above, or by email to hbellamy@calderwoodharkness.com, to confirm the Company's agreement to the terms set forth herein. Please also arrange for the transfer of the initial retainer of $500,000 to the Firm's client

1. Duplicate original of this Engagement Letter for countersignature

2. Firm's standard Outside Counsel Billing Guidelines cc: Margaret Thornberry, CEO & Chairwoman, Cascade Retail Holdings Inc. cc: Elaine Forsythe, Partner, Calderwood & Harkness LLP cc: Elliot Nguyen, Senior Associate, Calderwood & Harkness LLP PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This engagement letter and all attachments are intended for the sole use of the addressee and contain information t