Contract analysis

1. Purpose and Confirmation of Engagement Thank you for selecting Calderwood & Harkness LLP ("the Firm," "we," "us," or "C&H") to represent Cascade Retail Holdings Inc. ("CRH" or the "Company") in connection with the matters described herein. We are pleased to have the opportunity to serve CRH, and we look forward to working closely with you and your team throughout this engagement. This letter (the "Engagement Lette

2. Identification of Client The client in this engagement is Cascade Retail Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware, listed on the Nasdaq Global Select Market under the ticker symbol "CRHL," with its principal place of business at 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119, and Employer Identification Number 91-2847351. It is important to emphasize

3. Scope of Representation 3.1 Subject Matter The Firm is engaged to represent CRH in connection with the enforcement of restrictive covenant obligations — including non-competition, non-solicitation of employees, non-solicitation of vendors and suppliers, and confidentiality provisions — contained in the employment agreements of the following former employees of CRH, who are referred to collectively in this Engageme

1. Priya Rathore, former Senior Vice President, Merchandising. Ms. Rathore was employed by CRH from June 3, 2019 through February 7, 2025. She is subject to an eighteen (18) month post-termination non-competition covenant, a twenty-four (24) month post-termination non-solicitation covenant (covering both employees and vendors/suppliers), and a perpetual confidentiality obligation, all as set forth in her Amended and

2. Derek Linden, former Vice President, Hardlines Merchandising. Mr. Linden is subject to an eighteen (18) month post-termination non-competition covenant, among other restrictive covenants contained in his employment agreement.

3. Sonia Kaczmarek, former Vice President, Softlines Merchandising. Ms. Kaczmarek is subject to an eighteen (18) month post-termination non-competition covenant, among other restrictive covenants contained in her employment agreement.

4. Amara Osei, former Director, Private Label Strategy. Ms. Osei is subject to a twelve (12) month post-termination non-competition covenant, among other restrictive covenants contained in her employment agreement.

5. Brent Halvorsen, former Director, Seasonal Planning & Analytics. Mr. Halvorsen is subject to a twelve (12) month post-termination non-competition covenant, among other restrictive covenants contained in his employment agreement.

6. Lucia Fernandez-Gill, former Director, Vendor Relations (Domestic). Ms. Fernandez-Gill is subject to a twelve (12) month post-termination non-competition covenant, among other restrictive covenants contained in her employment agreement.

7. Nathan Tsao, former Senior Manager, eCommerce Merchandising. Mr. Tsao is subject to a twelve (12) month post-termination non-competition covenant, among other restrictive covenants contained in his employment agreement.

8. Kira Johansson, former Senior Manager, Category Analytics. Ms. Johansson is subject to a twelve (12) month post-termination non-competition covenant, among other restrictive covenants contained in her employment agreement. All of the employment agreements referenced above are governed by the laws of the State of Delaware, and each contains forum selection provisions designating the courts of the State of Delaware

4. Engagement Team and Billing Rates 4.1 Engagement Team The Firm has assembled an experienced team to handle this matter efficiently and effectively. The core engagement team will consist of the following professionals: Bernard Crawford — Responsible Partner, Labor & Employment Practice Group. Mr. Crawford is a partner in the Firm's Washington, DC office and will serve as the primary point of contact and relationshi

5. Billing and Payment Terms 5.1 Invoicing. The Firm will render invoices to CRH on a monthly basis, typically within fifteen (15) business days following the close of each calendar month. Each invoice will include itemized descriptions of the professional services rendered during the applicable billing period, including the date of service, the identity of the timekeeper, a narrative description of the work performe

6. Retention of Third-Party Vendors In connection with this engagement, the Firm anticipates recommending that CRH retain certain third-party vendors whose expertise will be critical to the investigation and prosecution of CRH's claims. Specifically, we anticipate the need for the following: (a) Forensic Technology / eDiscovery Firm. A forensic technology and eDiscovery firm to perform forensic imaging and preservati

7. Conflicts of Interest The Firm has conducted a thorough conflicts check in connection with this proposed engagement, consistent with the requirements of the applicable Rules of Professional Conduct, and has determined that the Firm has no conflicts of interest that would preclude or impair its ability to represent CRH in this matter. Specifically, the Firm has no current or recent representation of any member of t

8. Confidentiality and Privilege All communications between CRH and the Firm in connection with this engagement, including oral and written communications, memoranda, analyses, work product, and related materials, are intended to be and shall be treated as protected by the attorney-client privilege and/or the work product doctrine, as applicable under the laws of the relevant jurisdiction. The protections afforded by

9. Document Preservation Given the nature of the claims at issue and the likelihood of near-term litigation, it is imperative that CRH immediately implement a comprehensive litigation hold to preserve all documents, communications, and electronically stored information ("ESI") that are or may be relevant to the Rathore Group, the circumstances of their departure, the subject matter of the claims described in this Eng

10. Communication and Reporting Bernard Crawford will serve as the primary relationship partner and point of contact for this engagement. CRH should direct all questions, instructions, and substantive communications regarding this matter to Mr. Crawford in the first instance. Mr. Crawford can be reached at the following: Bernard Crawford, Partner Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 2

11. Termination Either CRH or the Firm may terminate this engagement at any time upon written notice to the other party, subject to the following conditions: (a) Termination by CRH. CRH may terminate this engagement at any time, for any reason or no reason, by providing written notice to the Firm. Upon receipt of such notice, the Firm will take all steps necessary to protect CRH's interests, including filing any moti

12. Governing Law and Dispute Resolution This Engagement Letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict of laws principles. In the event of any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Firm's representation of CRH, or the fees charged by the F

13. Limitation of Liability To the fullest extent permitted by applicable law and the applicable Rules of Professional Conduct, the aggregate liability of Calderwood & Harkness LLP and its partners, associates, employees, and agents to CRH arising out of or relating to this engagement — whether based on contract, tort, negligence, strict liability, professional malpractice, or any other theory — shall not exceed the

14. No Guarantee of Outcome While the Firm will use its best professional efforts, skill, and judgment on CRH's behalf throughout this engagement, the Firm does not and cannot guarantee any particular outcome in the litigation, proceedings, or other activities described in this Engagement Letter. The resolution of legal disputes is inherently uncertain and is subject to numerous factors beyond the control of the Firm

15. Acceptance We are grateful for the opportunity to represent Cascade Retail Holdings Inc. in this important matter, and we are confident in the strength of CRH's position. If the foregoing terms are acceptable to CRH, please confirm your acceptance by having an authorized representative of CRH countersign a copy of this Engagement Letter in the space provided below and return the executed copy to Bernard Crawford