Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP (the "Firm," "Calderwood & Harkness," "C&H," or "we") is pleased to confirm that Cascade Retail Holdings Inc. ("Cascade," "CRH," or the "Company"; Nasdaq: CRHI) has retained the Firm to represent CRH in connection with the consumer-protection inquiry initiated by the Washington State Attorney General's Office, Consumer Protection Division (the "AG" o

2. Scope of Representation The Firm's representation of CRH under this Engagement encompasses all aspects of CRH's response to and defense against the AG's consumer-protection inquiry described in Section 1 above, including but not limited to the following: (a) CID Response. Analyzing and responding to the CID's document requests and interrogatories, including the preparation of written responses, objections where ap

3. Engagement Team The following attorneys will serve as CRH's primary engagement team on this matter: Alan Ngo, Partner — Mr. Ngo will serve as the Responsible Partner for this Engagement. In that capacity, he will provide overall strategic direction for the matter and serve as the primary relationship partner for communications with CRH's senior leadership. Mr. Ngo practices in the Firm's intellectual Property grou

4. Fee Arrangement 4.1 Hourly Rates The Firm will bill CRH for professional services rendered in connection with this Engagement on an hourly basis. The current standard hourly rates for the members of the engagement team identified in Section 3 are as follows: Rates for other attorneys, paralegals, or paraprofessionals who may be assigned to the matter will be at their then-current standard rates, which will be comm

5. Costs and Disbursements In addition to professional fees, CRH will be responsible for reimbursement of costs and disbursements reasonably incurred by the Firm in connection with this Engagement. Such costs may include, but are not limited to, the following: (a) E-discovery Vendor Charges. Charges for document processing, hosting, analytics, and review-platform licensing incurred through the engagement of an e-disc

6. Insurance Coverage Coordination We understand that CRH maintains directors-and-officers ("D&O") and corporate-liability insurance coverage with Elkhorn Mutual Insurance Company ("Elkhorn Mutual") under Policy No. ELK-DO-2024-08817. Based on the information CRH has provided, the policy carries coverage limits of $25 million per occurrence and $50 million in the aggregate, with a self-insured retention ("SIR") of $2

7. Conflicts of Interest and Waiver Disclosures The Firm has conducted a comprehensive conflicts-of-interest check in accordance with its standard procedures and the requirements of the Washington Rules of Professional Conduct. Based on that review, the Firm confirms that, as of the date of this letter, no conflict of interest exists that would preclude the Firm's representation of CRH in this matter. In the interest

8. Confidentiality and Privilege All communications between the Firm and CRH in connection with this Engagement — whether written, oral, or electronic — are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law. The Firm will treat all information received from CRH in connection with this Engagement as confidential and will not di

9. Data Privacy and Document-Production Terms In the course of responding to the CID, the Firm will receive, review, and produce documents and data that may contain personally identifiable information ("PII") of CRH employees, customers, or third parties, as well as proprietary business information, trade secrets, pricing algorithms, and other commercially sensitive data. The Firm recognizes the importance of safegua

10. Client Responsibilities CRH agrees to cooperate fully and in good faith with the Firm and to provide timely access to documents, data, information, and personnel necessary for the Firm to fulfill its obligations under this Engagement. Effective and efficient representation requires the prompt and candid exchange of information between CRH and the Firm, and CRH's active participation in the process of responding t

11. Termination Either party may terminate this Engagement at any time upon written notice to the other party, subject to the Firm's applicable ethical obligations governing the withdrawal of counsel, including any requirement to obtain the consent of a tribunal or to take reasonable steps to avoid foreseeable prejudice to CRH's interests. Upon termination of this Engagement, regardless of the reason for termination,

12. Limitation of Liability; No Guarantee of Outcome The Firm makes no guarantee, prediction, or assurance regarding the outcome of the AG inquiry or any related proceedings that may arise in connection with the matters addressed in this Engagement. The outcome of any regulatory investigation or enforcement proceeding depends on numerous factors beyond the Firm's control, and CRH acknowledges that any estimates, asse

13. Governing Law and Dispute Resolution This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-laws principles. Any dispute, controversy, or claim arising out of or relating to this Engagement, this engagement letter, or the breach, termination, or validity thereof, sha

14. Acceptance and Counterparts This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Cascade Retail Holdings Inc. with respect to the terms of the Firm's engagement in this matter. It supersedes any and all prior discussions, understandings, negotiations, or agreements, whether oral or written, between the parties relating to the subject matter hereof. No modification, amendme