Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to memorialize the disposition and closing status of Calderwood & Harkness LLP Matter No. 1038-00006 for the permanent file. This memorandum is intended to serve as a comprehensive record of the engagement, the underlying facts, the procedural history, the settlement achieved, and all remaining continuing obligations, so that any attorney at the firm

II. Engagement Summary A. Client and Engagement Details The client in this matter is Cascade Retail Holdings Inc., a Delaware corporation headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119. CRH is publicly traded on the Nasdaq Stock Market under the ticker symbol CRHL. The Company's Employer Identification Number is 91-2847351. CRH is a major omnichannel retailer operating 387 brick-and-

III. Parties and Adverse Parties A. Plaintiff The plaintiff in this action is Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware. CRH's registered agent in Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. Additional details regarding CRH are set forth in Section II.A above. B. Individual Defendants (the "Ratho

1. Priya Rathore — Former Senior Vice President, Merchandising. Ms. Rathore was employed by CRH from June 3, 2019 through February 7, 2025, a period of approximately five years and eight months. Her FY2024 base salary was $485,000, with a target annual bonus of $290,000 (representing 60% of base salary). Upon her promotion to SVP in March 2021, Ms. Rathore received a restricted stock unit ("RSU") grant valued at $725

2. Derek Linden — Former Vice President, Hardlines Merchandising. Mr. Linden was employed by CRH for approximately seven years. His FY2024 base salary was $340,000. His employment agreement contained an 18-month non-competition covenant.

3. Sonia Kaczmarek — Former Vice President, Softlines Merchandising. Ms. Kaczmarek was employed by CRH for approximately five years. Her FY2024 base salary was $325,000. Her employment agreement contained an 18-month non-competition covenant.

4. Amara Osei — Former Director, Private Label Strategy. Ms. Osei was employed by CRH for approximately four years. Her FY2024 base salary was $265,000. Her employment agreement contained a 12-month non-competition covenant.

5. Brent Halvorsen — Former Director, Seasonal Planning & Analytics. Mr. Halvorsen was employed by CRH for approximately six years. His FY2024 base salary was $258,000. His employment agreement contained a 12-month non-competition covenant.

6. Lucia Fernandez-Gill — Former Director, Vendor Relations (Domestic). Ms. Fernandez-Gill was employed by CRH for approximately five years. Her FY2024 base salary was $248,000. Her employment agreement contained a 12-month non-competition covenant.

7. Nathan Tsao — Former Senior Manager, eCommerce Merchandising. Mr. Tsao was employed by CRH for approximately three years. His FY2024 base salary was $195,000. His employment agreement contained a 12-month non-competition covenant.

8. Kira Johansson — Former Senior Manager, Category Analytics. Ms. Johansson was employed by CRH for approximately four years. Her FY2024 base salary was $192,000. Her employment agreement contained a 12-month non-competition covenant. The individual defendants were represented in this matter by the law firm of Whitfield, Nygaard & Doyle LLP ("WND"), located at 1000 North Market Street, Suite 1500, Wilmington, Delawa

IV. Factual Background A. Employment Relationships and Restrictive Covenants Priya Rathore was hired by CRH on June 3, 2019 in the role of Vice President, Merchandising Strategy. At the time of hire, Ms. Rathore executed an Employment Agreement with CRH containing the following restrictive covenant provisions: • Non-Competition Covenant: An 18-month post-termination non-competition covenant covering the entire United

V. Procedural History A. Pre-Litigation Phase The pre-litigation phase of this matter unfolded rapidly following the discovery of the coordinated departures and data exfiltration. The key events during this phase are summarized below: February 18, 2025: CRH formally engaged Calderwood & Harkness LLP to represent the Company in connection with the enforcement of its restrictive covenants and the prosecution of related

VI. Settlement Terms — Summary The following is a summary of the material terms of the Standstill and Settlement Agreement executed on April 14, 2025. This summary is provided for reference purposes and does not supersede or modify the Settlement Agreement itself, which is the controlling document and is maintained in the matter file. A. Parties to Settlement The Settlement Agreement is entered into by and among Casc

VII. Court Filings and Dispositive Orders A. Consent Order On April 14, 2025, the parties jointly filed with the Delaware Court of Chancery a Stipulation of Settlement and Proposed Consent Order, accompanied by a joint transmittal letter to Vice Chancellor Margaret T. Zhao from Calderwood & Harkness LLP, Whitfield, Nygaard & Doyle LLP, and Blackhall & Soren LLP. The joint letter described the resolution of the matter

VIII. Equity and Compensation Clawback Actions In connection with the settlement, Calderwood & Harkness coordinated the following equity and compensation clawback actions: Transfer Agent Notification: On April 14, 2025, Calderwood & Harkness sent a letter to Northland Trust Company (CRH's transfer agent), located at 55 Water Street, New York, New York 10041, directing the cancellation of all unvested RSU awards held

IX. Corporate Governance and Disclosure Notifications A. Board and Audit Committee In accordance with CRH's corporate governance protocols and the requirements of applicable securities laws, Calderwood & Harkness coordinated the following notifications to the CRH Board of Directors and Audit Committee: March 4, 2025: Calderwood & Harkness sent a letter to Dr. Lorraine Stahl, in her capacity as Chair of the Audit Comm

X. Vendor and Expert Engagement Summary The following vendors and experts were engaged in connection with Matter No. 1038-00006: All vendor and expert engagement letters, invoices, and deliverables are maintained in the matter file. Open vendor engagements (Pinnacle Forensics for the Verdana forensic audit and Aldwyn Compliance Solutions for the monitoring period) will be tracked during the monitoring and closing pha

XI. Fees and Expenses A. Calderwood & Harkness LLP Fees The following table summarizes the estimated professional fees incurred by Calderwood & Harkness LLP in connection with Matter No. 1038-00006 through the date of this memorandum: The foregoing are estimates based on billing records through April 14, 2025. Final fee and expense totals will be confirmed upon completion of the final billing cycle for the active lit

XII. Outstanding Items and Continuing Obligations Although active litigation has concluded and the Consent Order has been entered, several items remain outstanding and will require ongoing attention during the monitoring and closing phase. These items are summarized below. A. Active Monitoring Period (April 14, 2025 – April 14, 2026) Aldwyn Compliance Solutions LLC will monitor compliance with the following obligatio