Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," "we," or "us") is pleased to confirm its engagement by Cascade Retail Holdings Inc. ("Cascade," "CRH," or the "Company"), a Delaware corporation publicly traded on The Nasdaq Stock Market LLC (ticker symbol: CRHI), to serve as borrower's counsel in connection with the negotiation, documentation, and closing of a

2. Firm Personnel and Staffing Calderwood & Harkness has assembled a team of experienced banking and finance professionals to staff this engagement. The attorneys and their respective roles are as follows: Claudia Merritt, Partner, Banking & Finance Group — Responsible Partner. Ms. Merritt will have overall supervisory responsibility for the engagement and will serve as lead negotiator on behalf of CRH in connection

3. Matter Number This engagement has been assigned Calderwood & Harkness Matter No. 1038-00002. We kindly request that all correspondence, billing inquiries, document submissions, and internal references to this matter cite this number to facilitate proper tracking and administration.

4. Fee Arrangements Billing Basis. Our fees for this engagement will be based on time charges at the Firm's standard hourly rates in effect for the attorneys and paraprofessionals performing services on this matter. The Firm's standard hourly rates are reviewed and may be adjusted periodically, typically on an annual basis effective January 1 of each year. The current standard hourly rates for the attorneys assigned

5. Conflicts of Interest Calderwood & Harkness has conducted a comprehensive conflicts-of-interest review in accordance with the Firm's standard procedures and the applicable New York Rules of Professional Conduct in connection with this engagement. Based on our review of the parties involved in the Transaction, including the Company, its subsidiaries, the administrative agent, and the expected members of the lending

6. Counterparties and Their Counsel For CRH's reference, the principal counterparties to the Transaction and their respective counsel, as currently known to us, are as follows: Administrative Agent and Lead Arranger: Crescent Harbor Bank, N.A. 780 Park Avenue, 30th Floor New York, NY 10021 Attention: Thomas Reiland, Managing Director, ABL Origination Telephone: (212) 489-3200 Email: t.reiland@crescentharbor.com Lende

7. Client Communications and Authorized Contacts The Firm's primary contact at CRH for all matters relating to this engagement will be Derek Tanaka, General Counsel & Corporate Secretary. All privileged legal advice, work product, and confidential communications will be directed to Mr. Tanaka in the first instance unless he designates otherwise in writing. In addition to Mr. Tanaka, the following individuals at CRH a

8. Document Retention Calderwood & Harkness will maintain files, both electronic and hard copy as applicable, in connection with this engagement in accordance with the Firm's standard document retention policy. Our current policy provides for the retention of client files for a period of ten (10) years following the conclusion of the engagement, after which time the files may be destroyed in the ordinary course unles

9. Confidentiality Calderwood & Harkness will maintain the confidentiality of all information provided by CRH and its subsidiaries, officers, directors, employees, and agents in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and applicable law. We will not disclose any such confidential information to any third party without CRH

10. Termination Either CRH or Calderwood & Harkness may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination by either party, CRH will remain responsible for the payment of all professional fees and out-of-pocket disbursements incurred by the Firm through the effective date of termination. Upon termination, the Firm will take reasonable step

11. Limitation of Liability; No Guarantee of Outcome While Calderwood & Harkness will devote its best professional efforts and judgment to representing CRH in connection with the Transaction, the Firm makes no guarantees or warranties, express or implied, regarding the outcome, timing, or ultimate success of the Transaction. The practice of law involves inherent uncertainties, and the successful closing of the ABL Fa

12. Governing Law This engagement letter, and any dispute arising out of or relating to the engagement or the Firm's representation of CRH hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City of New

13. Acceptance and Confirmation If the terms and conditions set forth in this engagement letter are acceptable to Cascade Retail Holdings Inc., we kindly request that you indicate CRH's agreement by countersigning this letter in the space provided below and returning an executed copy to us (an electronic PDF copy will suffice for our records, with an original to follow by mail or courier). Upon receipt of the execute