Contract analysis

I. Purpose of This Memorandum Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") has been retained as lead defense counsel for Cascade Retail Holdings Inc. ("Cascade" or "the Company") in connection with the Federal Trade Commission's (the "FTC") challenge to Cascade's proposed acquisition of Pinnacle Market Group Inc. ("Pinnacle"). The engagement letter between Calderwood & Harkness and Cascade was fu

II. Summary of the Litigation A. The Transaction On March 14, 2025, Cascade and Pinnacle executed an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Cascade agreed to acquire 100% of the outstanding common stock of Pinnacle in an all-cash transaction at a price of $26.85 per share, representing aggregate merger consideration of approximately $4.7 billion. The transaction was publicly announced

III. Legal Obligation to Preserve The duty to preserve relevant documents and ESI arises under well-established principles of federal law. Under Federal Rule of Civil Procedure 37(e), as amended in 2015, a court may impose sanctions — including adverse inference instructions and case-dispositive remedies — when a party fails to take reasonable steps to preserve ESI that should have been preserved in the anticipation

IV. Scope of the Litigation Hold A. Definition of "Documents" and "ESI" For purposes of this litigation hold, the terms "documents" and "ESI" are defined broadly and are intended to encompass all recorded information, in any format, medium, or location, that is within the possession, custody, or control of Cascade or any of its officers, directors, employees, agents, or contractors. This definition includes, without

1. Transaction-Related Documents. All documents relating in any way to the proposed acquisition of Pinnacle must be preserved in their entirety. This category includes, without limitation: • The Merger Agreement executed on March 14, 2025, together with all exhibits, schedules, amendments, side letters, and ancillary transaction documents; • Board resolutions authorizing the transaction, including resolutions of Casc

2. CascadeMarket Platform Data and Marketplace Operations. All data, reports, analyses, communications, and other documents relating to the CascadeMarket third-party seller marketplace must be preserved. CascadeMarket was launched on June 1, 2019, and represents a core component of the FTC's competitive analysis. This category includes, without limitation: • Seller agreements, terms of service, and fee schedules appl

3. Competitive intelligence and Market Analysis. All documents relating to competition in online marketplaces and e-commerce generally must be preserved, given that these materials are directly relevant to the FTC's market definition and competitive effects analysis. This category includes, without limitation: • Market studies, competitive analyses, white papers, and strategy presentations referencing any marketplace

4. Seller Communications and Relationships. All communications with and documents relating to third-party sellers on the CascadeMarket platform must be preserved. This category includes, without limitation: • All correspondence and communications with third-party sellers, whether by email, telephone, in-person meetings, portal messages, or any other medium, including complaints, feedback, pricing discussions, contrac

5. Integration Planning Documents. All documents relating to the planned post-closing integration of Pinnacle's marketplace operations into Cascade's business must be preserved, as these materials are directly relevant to both the FTC's theories of harm and Cascade's efficiencies defense. This category includes, without limitation: • All integration planning team materials, including team rosters, meeting agendas, mi

6. Board of Directors and Executive Materials. All documents and communications relating to the Pinnacle acquisition, the FTC investigation, or marketplace strategy that involve Cascade's Board of Directors or senior executive team must be preserved. This category includes, without limitation: • All minutes, agendas, presentations, resolutions, and materials from meetings of Cascade's Board of Directors and any commi

7. Financial and Accounting Records. All financial and accounting records relevant to the subject matter of this litigation must be preserved. This category includes, without limitation: • Cascade's audited and unaudited financial statements, including FY2024 (fiscal year ending January 31, 2025) total revenue of approximately $28.6 billion, together with all segment-level reporting for e-commerce and marketplace ope

8. Communications with Regulators, Government Entities, and Third Parties. All communications with government agencies, regulatory bodies, and relevant third parties must be preserved. This category includes, without limitation: • All communications with the FTC, including the Bureau of Competition and the Bureau of Economics, beyond those already produced in connection with the Second Request compliance process, inc

9. Public Statements and External Communications. All public statements and external communications by or on behalf of Cascade relating to the transaction, marketplace operations, or competitive positioning must be preserved. This category includes, without limitation: • Press releases, media advisories, and public statements issued by Cascade or its public relations advisors; • Earnings call transcripts, including q

V. Identification of Key Custodians A. Primary Custodians The following individuals and groups are hereby designated as primary custodians whose documents and ESI must be preserved in their entirety. For these custodians, the obligation extends to all documents and ESI in their possession, custody, or control, including documents stored on corporate systems, personal devices used for business purposes, personal email

1. Margaret "Meg" Thornberry — Chief Executive Officer & Chairwoman of the Board

2. David Ruan — President & Chief Operating Officer

3. Sonia Alvarez-Kirk — Chief Financial Officer

4. Jerome Weston — General Counsel & Corporate Secretary

5. Patricia "Trish" Delacroix — Senior Vice President, Marketplace & Platform Strategy

6. All members of Cascade's Board of Directors, in their capacity as directors and with respect to all board-related communications and materials

7. All members of the Pinnacle acquisition integration planning team, as identified by Patricia Delacroix and David Ruan

8. All members of the CascadeMarket operations leadership team, including directors and vice presidents with responsibility for marketplace operations, seller relations, product management, platform engineering, and marketplace analytics

9. Any Cascade personnel who communicated directly with the FTC or who participated in the preparation, review, or production of documents in connection with the Second Request (File No. 251-0089) B. Additional Custodians Calderwood & Harkness will work closely with Jerome Weston and Patricia Delacroix in the coming days to identify additional custodians whose documents and ESI must be preserved. We anticipate that a

VI. Preservation Instructions A. Suspension of Routine Destruction Policies Effective immediately, Cascade must suspend all routine document retention and destruction policies, auto-delete functions, and recycling programs as they apply to any documents and ESI within the scope of this litigation hold. This directive applies company-wide and without exception. Specifically: • All automatic purging, expiration, or del

1. Notification. Jerome Weston and Patricia Delacroix must promptly distribute this litigation hold notice — or a version of it tailored for internal distribution, as reviewed and approved by Calderwood & Harkness — to all identified custodians and to the head of Cascade's Information Technology department. Distribution should be made by email with read-receipt confirmation, and a hard copy should be provided to each

2. Acknowledgment. Each custodian must sign and return a written acknowledgment confirming receipt and understanding of the litigation hold. A form of acknowledgment is attached to this memorandum as Attachment A. Signed acknowledgments must be returned to Jerome Weston within five (5) business days of receipt of the litigation hold notice. Jerome Weston should maintain a log of all acknowledgments received and promp

3. IT Coordination. Cascade's Information Technology department must take affirmative, technical steps to preserve all ESI on corporate servers, email systems, cloud platforms, collaboration tools, and databases. These steps should include, at a minimum: (i) implementing technical holds on the deletion or modification of data for all identified custodians; (ii) ensuring that automated retention policies do not result

4. Personal Devices. Custodians who have used personal devices — including personal smartphones, tablets, personal laptops, or personal email accounts (such as Northgate Software, Northpoint Solutions, or Meridian Systems Mail) — for Company business must preserve all business-related data on those devices. Custodians should not delete any text messages, emails, app-based messages, photographs, or other data from per

5. Departing Employees. If any custodian separates from Cascade's employment during the pendency of this litigation hold — whether through resignation, termination, retirement, or any other reason — the departing custodian's documents, devices, and accounts must be preserved in full before departure. Under no circumstances should a departing custodian's laptop, mobile device, email account, or network home directory

6. Periodic Reminders. Calderwood & Harkness strongly recommends that Cascade issue quarterly reminder notices to all custodians to reinforce the obligations imposed by this litigation hold and to ensure ongoing compliance. The first reminder should be issued no later than September 30, 2025. Additionally, any time new custodians are identified or the scope of the hold is expanded, updated notices should be distribut

VII. Coordination with Co-Defendant Pinnacle Market Group Inc. As the Company is aware, Pinnacle is also a named respondent in the FTC administrative proceeding and a co-defendant in the district court action. Pinnacle is represented in this matter by Whitfield, Greer & Tanaka LLP, with offices in Austin, Texas, with Diana Whitfield serving as lead partner. A Joint Defense and Common Interest Agreement between Cascad

VIII. Consequences of Non-Compliance Calderwood & Harkness wishes to impress upon all custodians and Company personnel the gravity of the obligations imposed by this litigation hold. Failure to comply may result in serious and potentially irreversible consequences for the Company and its defense in this litigation. Court-Imposed Sanctions. Under Federal Rule of Civil Procedure 37(e) and applicable case law, a court m

IX. Duration of the Hold This litigation hold remains in effect until Calderwood & Harkness issues a formal written release. No oral representation or informal communication — whether from Calderwood & Harkness, Jerome Weston, or any other person — shall be construed as a release of this hold. Only a written notice, expressly stating that the hold has been lifted, executed by a partner of Calderwood & Harkness, shall

X. Point of Contact All questions regarding this litigation hold — including questions about the scope of the hold, the identification of documents or ESI that may be within scope, the proper handling of potentially privileged materials, and any other preservation-related issues — should be directed to: Elliot Nguyen Lead Associate, Antitrust & Competition Practice Group Calderwood & Harkness LLP 1401 K Street NW, Su

1. Receipt. I have received and read the Litigation Hold Memorandum dated June 30, 2025, prepared by Calderwood & Harkness LLP in connection with Federal Trade Commission v. Cascade Retail Holdings Inc. et al., Case No. 2:25-cv-01087-RAJ (W.D. Wash.), and FTC Docket No. 9438.

2. Understanding. I understand my obligation to preserve all documents and electronically stored information ("ESI") within the scope of the litigation hold, as described in the Memorandum, including documents and ESI in my possession, custody, or control on corporate systems, personal devices, personal email accounts, and in paper form.

3. Non-Destruction. I agree not to destroy, delete, alter, modify, or discard any documents or ESI that are or may be potentially relevant to the claims or defenses in this litigation, regardless of whether such destruction would otherwise be permitted under Cascade Retail Holdings Inc.'s routine document retention policies.

4. Notification. I agree to notify Jerome Weston, General Counsel & Corporate Secretary of Cascade Retail Holdings Inc., promptly if I become aware of any documents or data at risk of loss, destruction, or degradation, or if I identify additional documents or ESI that may fall within the scope of the litigation hold.

5. Ongoing Obligation. I understand that this litigation hold remains in effect until I receive a formal written release from Calderwood & Harkness LLP, and that my preservation obligations are ongoing and continuous. ________________________________________ Signature ________________________________________ Printed Name ________________________________________ Title ________________________________________ Date Retu