Contract analysis

1. Introduction and Engagement Confirmation We appreciate the confidence that Cascade Retail Holdings Inc. has placed in Calderwood & Harkness LLP by selecting the firm to serve as outside counsel in connection with the matters described in this letter. It is a privilege to be entrusted with this important governance initiative, and we look forward to bringing the full resources of the firm to bear on behalf of Casca

2. Background and Context We understand that several developments have prompted CRH's decision to undertake a thorough review and modernization of its governance framework at this time. Without limiting the generality of the foregoing, the following factors have been identified as catalysts for this engagement: (a) Proxy Advisory Firm Expectations. The evolving governance expectations of major proxy advisory firms, i

3. Scope of Engagement The scope of the Firm's engagement on behalf of CRH is described in this Section 3. The Firm and CRH acknowledge that the specific deliverables and the extent of analysis may be refined as the engagement progresses and as the needs of the Company become more fully understood, subject to the mutual agreement of the parties. 3.1 Bylaws Review and Amendment The Firm will undertake a comprehensive

4. Engagement Team The following professionals will principally staff this engagement: Howard Bellamy, Partner — Responsible Partner. Mr. Bellamy is a partner in the Firm's Antitrust & Competition group and has been cross-staffed to this engagement based on his long-standing relationship with CRH and his significant senior governance experience, which includes service as Deputy General Counsel at a publicly traded co

5. Fee Arrangement 5.1 Hourly Rates The Firm will bill for professional services rendered in connection with this engagement on an hourly basis. The current hourly rates for the professionals identified in Section 4 are as follows: These rates are current as of the date of this Engagement Letter and are subject to adjustment in accordance with the Firm's standard rate adjustment policies. Rate adjustments are typical

6. Client Responsibilities The Firm's ability to perform the services described in this Engagement Letter efficiently and effectively is dependent upon the timely cooperation and assistance of the Client. In connection with this engagement, CRH agrees to: (a) Provide the Firm with timely access to all existing governance documents and materials reasonably necessary for the performance of the engagement, including, wi

7. Anticipated Timeline The Firm anticipates that the engagement will proceed in accordance with the following milestones, subject to adjustment based on board scheduling, the scope and volume of revisions, and the Client's review process: The foregoing timeline is an estimate only and is provided for planning purposes. The Firm will work with the Client to establish firm deadlines as the engagement progresses. Any m

8. Confidentiality All information provided by CRH to the Firm in connection with this engagement, including documents, data, communications, and other materials, will be treated as confidential by the Firm and its personnel, in accordance with the Firm's professional obligations under applicable rules of professional conduct. The Firm will not disclose such information to any third party without the prior written co

9. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and the requirements of the Washington Rules of Professional Conduct. Based on the results of that check, the Firm has not identified any existing conflict of interest that would preclude the Firm from undertaking this engagement on behalf of CRH. The Firm confirms that it does not currently represent Ridgepoi

10. Document Retention The Firm will maintain files related to this engagement (including paper and electronic files) in accordance with its standard document retention policies. Under the Firm's current retention policy, engagement files are maintained for a minimum of seven (7) years following the administrative close of the matter, after which time such files may be destroyed or disposed of in the Firm's discretio

11. Termination Either party may terminate this engagement at any time upon written notice to the other party. The Firm's right to withdraw from the engagement is subject to the Firm's obligations under applicable rules of professional conduct, including any requirement to obtain leave of a tribunal, if applicable. Upon termination of the engagement, whether by the Client or by the Firm, CRH will remain responsible f

12. Governing Law This Engagement Letter and the relationship between Calderwood & Harkness LLP and Cascade Retail Holdings Inc. arising out of or relating to this engagement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflicts of law principles. The parties acknowledge that the substantive legal work to be performed under this engagement will be g

13. Acceptance and Countersignature We respectfully request that you confirm CRH's agreement to the terms and conditions set forth in this Engagement Letter by countersigning a copy of this letter in the space provided below and returning it to the Firm at your earliest convenience. A PDF copy returned by email to howard.bellamy@calderwoodharkness.com will be sufficient for this purpose, with a hard copy to follow by