Contract analysis

1. Purpose of Memorandum This memorandum requests formal opening of a new client matter and confirms that a comprehensive conflicts check has been completed and cleared for the representation of Cascade Retail Holdings Inc. ("CRH" or the "Company") in connection with the preparation and filing of a new universal shelf registration statement on Form S-3 (automatic shelf registration) with the U.S. Securities and Excha

2. Client Identification The following information has been verified against the Company's most recently filed Annual Report on Form 10-K (for the fiscal year ended January 31, 2026), its most recent proxy statement on Schedule 14A, and publicly available records maintained by the Delaware Division of Corporations and the SEC's EDGAR system. CRH is a large-cap, publicly traded omni-channel retailer headquartered in t

3. Description of Engagement 3.1 Overview. Calderwood & Harkness LLP has been engaged as issuer's counsel to CRH to advise on and prepare a new universal shelf registration statement on Form S-3 (automatic shelf registration statement for a well-known seasoned issuer) to be filed with the SEC. The engagement encompasses the full scope of legal services customarily associated with the preparation, filing, and effectiv

4. Engagement Team The following attorneys have been designated as the engagement team for this matter. All members of the team are based in the firm's Seattle office unless otherwise noted. Robert Adeyemi will serve as the Responsible Partner and will provide senior strategic oversight of the engagement and maintain the primary relationship with the Company's General Counsel. Jennifer Kwon will serve as the Billing

5. Key Client Contacts The following individuals at CRH have been designated as the primary client contacts for this engagement: Diane Kowalski Executive Vice President, General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004 Primary client contact. Ms. Kowalski will be the senior decision-maker on legal matters related to the engagement and will coordin

6. Identification of Other Parties (for Conflicts Purposes) The following entities and individuals have been identified as parties to or participants in the proposed transaction and have been included in the conflicts search. This section provides sufficient detail regarding each identified party to enable the Conflicts Committee to evaluate the conflicts search results and to facilitate any supplemental searches tha

7. Conflicts Search Results 7.1 Scope of Search A comprehensive conflicts search was run on April 5, 2026, against the firm's electronic conflicts database (IntegrityCheck v.8.2), using both exact-match and fuzzy-match algorithms, covering the following search terms: • Cascade Retail Holdings Inc. (and variations: Cascade Retail, Cascade Holdings, CRH, CRHI) • Cascade Retail Operating Company LLC • Cascade Digital Co

8. Existing Indebtedness and Capital Structure (Reference Information) This section provides reference information regarding CRH's existing capital structure for the benefit of the engagement team, the Conflicts Committee, and firm administration. The information set forth below has been compiled from the Company's most recently filed Annual Report on Form 10-K (for the fiscal year ended January 31, 2026), the Compan

9. Matter Administration 9.1 Matter Identification 9.2 Client Invoicing Information All invoices for this matter should be addressed and delivered to: Cascade Retail Holdings Inc. Attn: Diane Kowalski Executive Vice President, General Counsel & Corporate Secretary 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004 Invoices will be rendered monthly in arrears in accordance with the firm's standard billing practices

10. Key Dates and Milestones The following table sets forth the anticipated timeline for the engagement through the effectiveness of the shelf registration statement. All dates are preliminary and subject to change based on the progress of diligence, client review timelines, and other factors. The engagement team will provide regular status updates to the Responsible Partner, Billing Partner, and the Company's Genera

11. Approval and Authorization This New-Matter Memorandum has been prepared in accordance with the firm's new business intake and conflicts clearance policies. The undersigned hereby confirm their review and approval of this memorandum and request that the Conflicts Committee authorize the formal opening of Matter No. 1038-00003 and the commencement of work on behalf of Cascade Retail Holdings Inc. in connection with