Contract analysis

1. Introduction and Engagement Overview Calderwood & Harkness LLP ("C&H"), on behalf of its client Cascade Retail Holdings Inc. ("CRH" or the "Client"), a Delaware corporation publicly traded on the Nasdaq Stock Market (ticker symbol: CRHL), headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119 (EIN: 91-2847351), hereby retains Pinnacle Forensics LLC ("Pinnacle" or the "Firm") to provide digital fo

2. Background and Description of the Matter 2.1 Overview of the Client CRH is a leading omnichannel retail and ecommerce company operating 387 brick-and-mortar retail locations across 34 states and a direct-to-consumer ecommerce platform. For its fiscal year ending January 31, 2025 ("FY2024"), CRH reported annual revenue of approximately $6.82 billion. CRH's merchandising division is a core strategic unit of the comp

3. Scope of Services Pinnacle shall provide the following services in connection with this Engagement. The scope of services described below may be expanded or modified by mutual written agreement of the parties as the investigation progresses and as directed by C&H. 3.1 Forensic Imaging of CRH-Issued Devices Pinnacle shall perform forensic imaging and preservation of all CRH-issued electronic devices that were retur

4. Engagement Team Dr. Rajiv Anand shall serve as the Engagement Lead and primary point of contact for Pinnacle throughout the duration of this Engagement. Dr. Anand shall be responsible for overseeing all forensic analysis, maintaining quality control over all work product, and supervising the preparation of all reports delivered pursuant to Section 3.5. Dr. Anand shall also serve as the designated expert witness fo

5. Timing and Urgency The parties acknowledge and agree that this Engagement requires expedited performance in light of the anticipated filing of emergency injunctive relief in the Delaware Court of Chancery and the time-sensitive nature of the forensic evidence at issue. Pinnacle shall use commercially reasonable efforts to prioritize this Engagement and to allocate sufficient personnel and resources to meet the fol

6. Attorney-Client Privilege and Work Product Protection Pinnacle is being retained by C&H, in its capacity as outside litigation counsel to CRH, and all work performed by Pinnacle under this Engagement is at the express direction of counsel and in anticipation of litigation that is both imminent and reasonably foreseeable. The parties intend that all communications between Pinnacle and C&H (including oral, written,

7. Confidentiality Obligations Pinnacle acknowledges and agrees that, in the course of performing services under this Engagement, it will have access to and receive highly sensitive and confidential information belonging to CRH, including but not limited to trade secrets, proprietary business strategies, vendor information, supplier pricing and contract terms, customer data, employee data, internal strategic plans (i

8. Data Handling and Chain of Custody Pinnacle shall maintain a detailed, documented chain of custody for all physical devices, forensic images, electronic data, and other materials received or created in connection with this Engagement. Chain of custody documentation shall record, at a minimum, the identity of each individual who had possession or control of each item, the dates and times of each transfer of possess

9. Fees and Billing Pinnacle's fees for services performed under this Engagement shall be billed on a time-and-materials basis at the following hourly rates: The foregoing rates shall remain in effect for the initial twelve (12) months of the Engagement. Any adjustment to the rates thereafter shall require prior written agreement of the parties. Expenses. Pinnacle shall be reimbursed for reasonable out-of-pocket expe

10. Independence and Conflicts Pinnacle represents and warrants that it has conducted a reasonable conflict check prior to the execution of this letter and has identified no conflicts of interest with respect to any of the following parties: (a) Cascade Retail Holdings Inc. (the Client); (b) The Departing Employees: Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Natha

11. Cooperation and Access C&H and CRH shall provide Pinnacle with reasonable and timely access to the following materials and resources necessary for Pinnacle to perform its services under this Engagement: (a) All CRH-issued devices returned by or recovered from the Departing Employees, in their current condition and accompanied by such chain-of-custody documentation as CRH has maintained to date; (b) Cloud access l

12. Limitation of Liability and Indemnification 12.1 Limitation of Liability Pinnacle's aggregate liability to C&H and CRH arising out of or relating to this Engagement, whether based on contract, tort, strict liability, or any other theory, shall not exceed the total amount of fees actually paid by or on behalf of CRH to Pinnacle under this Engagement during the twelve (12) month period preceding the event giving ri

13. Term and Termination This Engagement shall remain in effect until the earliest of: (a) Completion of all services described herein and delivery of all reports and other deliverables to C&H; (b) Written termination by C&H upon ten (10) calendar days' prior written notice to Pinnacle; or (c) Mutual written agreement of the parties to terminate the Engagement. In the event of termination pursuant to subsection (b) a

14. Governing Law and Dispute Resolution This engagement letter and all rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this engagement letter or the breach, termination, or validity thereof, that cannot be resolved

15. Miscellaneous Provisions 15.1 Entire Agreement. This engagement letter, together with any schedules, exhibits, or addenda attached hereto or incorporated herein by reference, constitutes the entire agreement between the parties with respect to the Engagement described herein and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether oral or written, relating