Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP ("C&H" or the "Firm") 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 under the ticker symbol CRHI, as issuer's counsel in connection with the preparation and filing of a new universal shelf registration statement on Form S

2. Engagement Team The following attorneys will serve as the primary engagement team for this matter: Robert Adeyemi — Responsible Partner, Capital Markets Group. Mr. Adeyemi will serve as the relationship partner for this engagement and will have overall responsibility for the quality and direction of the Firm's work product. Mr. Adeyemi has extensive experience representing issuers and underwriters in public and pr

3. Fees and Billing Arrangements 3.1 Hourly Rates The Firm will bill for professional services rendered in connection with this engagement on an hourly basis at the Firm's standard 2026 rates applicable to the members of the engagement team, as follows: The hourly rates for any other attorneys, paralegals, or professional staff members who may work on the matter from time to time will be billed at their standard 2026

4. Client Responsibilities The Company agrees to cooperate fully with the Firm in connection with this engagement by providing timely access to all documents, records, information, and personnel reasonably necessary for the Firm to perform its services hereunder. The Company acknowledges that the Firm's ability to meet deadlines and to provide effective representation depends in significant part on the Company's time

5. Conflicts of Interest The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the applicable rules of professional conduct, including the Washington Rules of Professional Conduct and any other rules applicable to the Firm's representation of the Company. Based on the results of that check, the Firm confirms that, as of the date of this Letter, it is not aware of any conf

6. Confidentiality The Firm will maintain the confidentiality of all non-public information received from the Company or on the Company's behalf in connection with this engagement, in accordance with the Firm's professional obligations under the applicable rules of professional conduct and all applicable laws and regulations. The Firm will not disclose any such confidential information to any third party without the

7. Document Retention The Firm will retain all engagement files, including correspondence, memoranda, drafts, work product, and other documents created or received in connection with this engagement, in accordance with the Firm's standard document retention policies. The Firm's current policy is to retain closed engagement files for a period of ten (10) years from the date of closure of the matter, after which time s

8. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the case of termination by the Company, such notice shall be directed to Robert Adeyemi at the address set forth in the Firm's letterhead above. In the case of termination by the Firm, such notice shall be directed to Diane Kowalski at the Company's address set forth above. Upon ter

9. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company arising out of or relating to this engagement, whether in contract, tort (including negligence), 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 engagement. This limitation of liability ap

10. Governing Law and Dispute Resolution This Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would require the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Letter, the Firm's engagement by the Company, or the services provided hereu

11. Miscellaneous Provisions This Letter constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, between the parties relating to the engagement described herein. No representations, warranties, or commitments have been made by either party

12. Acceptance and Execution We are delighted to have the opportunity to serve as issuer's counsel to Cascade Retail Holdings Inc. in connection with this important capital markets initiative, and we look forward to working with you and your colleagues throughout the engagement. If the foregoing terms are acceptable to the Company, please indicate the Company's acknowledgment and agreement by signing and dating this