Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to provide Cascade Retail Holdings Inc. ("CRH" or the "Company") with an updated fee and expense estimate for the above-referenced engagement. This revised estimate has been prepared in light of the settlement framework agreement reached on March 20, 2025, following the mediation session conducted on March 18, 2025, before the Honorable Philip Ashford

II. Background and Change in Scope A. Original Engagement Scope Calderwood & Harkness LLP was retained by CRH on February 18, 2025, to represent the Company in connection with the coordinated departure of eight senior employees from CRH's digital commerce and supply chain analytics divisions (collectively, the "Rathore Group," led by Anil Rathore, former Senior Vice President of Digital Commerce Strategy) and their i

1. TRO Granted (March 7, 2025). Vice Chancellor Margaret T. Zhao granted CRH's application for a temporary restraining order on March 7, 2025, following an ex parte hearing at which Bernard Crawford presented oral argument. The TRO enjoined all eight members of the Rathore Group from (i) performing any services for Verdana in any capacity related to digital commerce strategy, supply chain analytics, or vendor managem

2. Expedited discovery (March 12–18, 2025). Pursuant to the Court's scheduling order entered on March 10, 2025, the parties conducted expedited discovery between March 12 and March 18, 2025. CRH served document requests on all defendants and received production from both the Rathore Group (through Whitfield, Nygaard & Doyle LLP) and Verdana (through Blackhall & Soren LLP). Most significantly, CRH retained Pinnacle Fo

3. Opposition to Preliminary Injunction (March 15, 2025). On March 15, 2025, Whitfield, Nygaard & Doyle LLP ("WND"), on behalf of the Rathore Group, and Blackhall & Soren LLP ("B&S"), on behalf of Verdana, each filed opposition briefs to CRH's motion for a preliminary injunction. While the oppositions raised arguments regarding the reasonableness of the scope and duration of the restrictive covenants and challenged t

4. Mediation and Settlement Framework (March 18–20, 2025). On March 18, 2025, all parties participated in a full-day mediation session before the Honorable Philip Ashford (Ret.) at Meridian ADR Services LLC's Washington, DC facility. The mediation was productive, and although the parties did not reach a final resolution on that date, substantial progress was made on all key terms. Following two additional days of shu

5. Adjournment of PI Hearing and Consent Interim Order (March 21, 2025). On March 21, 2025, pursuant to a joint stipulation filed by all parties, Vice Chancellor Zhao adjourned the preliminary injunction hearing and entered a Consent Interim Order maintaining the status quo during the settlement documentation period. The Consent Interim Order provides that the TRO shall remain in effect pending the entry of a Consent

III. Staffing Plan The engagement team remains unchanged from the original staffing plan set forth in the Original Budget Memorandum dated February 18, 2025. The team is composed of two partners and two associates, as follows: Bernard Crawford — Responsible Partner, Labor & Employment (Washington, DC Office). Mr. Crawford serves as the responsible partner for this engagement and has primary responsibility for senior

IV. Revised Fee Estimate — By Timekeeper Set forth below is the revised fee estimate for each timekeeper, including a detailed breakdown of anticipated remaining hours by task category and the hours already billed through March 25, 2025. All hour estimates are approximations and may vary depending on the complexity and duration of remaining negotiations. A. Bernard Crawford — Responsible Partner Billing Rate: $1,350

V. Revised Expense Estimate In addition to professional fees, this engagement has generated and will continue to generate out-of-pocket expenses for third-party vendors, filing fees, travel, and other costs. Set forth below is the revised estimate of total expenses for the engagement through closing. Total Estimated Expenses: Approximately $308,600 The breakdown by expense category is as follows:

1. Pinnacle Forensics LLC (Dr. Rajiv Anand) — Approximately $145,000. This amount represents the engagement fees for Pinnacle Forensics' work on behalf of CRH, including forensic imaging and analysis of CRH-issued devices, cloud access log review, preparation of the preliminary forensic report (delivered March 16, 2025), and preparation of the expert declaration in support of the preliminary injunction motion. This e

2. Aurelian Investigations Group Inc. (Sandra Fielding) — Approximately $62,000. Aurelian Investigations was engaged at the outset of the matter to investigate the circumstances of the coordinated departure of the Rathore Group, including pre-resignation communications among the departing employees, the recruitment timeline, and the role of Verdana in orchestrating the departures. Among other things, Aurelian's inves

3. Veltrano Consulting Group LLC (Dr. Franklin Oberg) — Approximately $48,000. Veltrano Consulting was engaged as CRH's economic damages expert to prepare a preliminary damages analysis and expert declaration quantifying the damages arising from the trade secret misappropriation and restrictive covenant breaches. Although the settlement obviates the need for a full damages report and trial testimony, Dr. Oberg's prel

4. Court Filing Fees, Service of Process, and Related Costs — Approximately $8,500. This includes filing fees for the verified complaint, the TRO application, the preliminary injunction motion, and all anticipated remaining filings (Consent Order, motion to dissolve TRO, stipulation for dismissal with prejudice), as well as costs of service of process on all defendants.

5. Travel Expenses — Approximately $18,000. This includes travel expenses (airfare, ground transportation, lodging, and meals) for attorneys traveling between Calderwood & Harkness's Washington, DC and Los Angeles offices and Wilmington, Delaware, for court appearances before Vice Chancellor Zhao, the mediation session at Meridian ADR Services in Washington, DC, and anticipated in-person settlement meetings during th

6. Broadview Surety Corp. Bond Premium — Approximately $12,500. This represents the premium paid for the $2,500,000 injunction bond (Bond No. BSC-2025-TRO-04419) posted as a condition of the TRO. The premium is non-refundable and will be recognized as a cost of the engagement regardless of the bond's subsequent discharge.

7. Meridian ADR Services LLC — Approximately $7,600. This represents CRH's share of the mediation fees for the March 18, 2025 mediation session before Mediator Ashford (Ref. Meridian-2025-0318-CRH). Pursuant to the mediation agreement, mediation fees were split equally among the three participating parties (CRH, the Rathore Group, and Verdana).

8. Copying, Document Production, and Technology Costs — Approximately $5,000. This includes costs for large-volume document reproduction, electronic document production and hosting, and litigation technology expenses incurred in connection with the expedited discovery phase.

9. Miscellaneous (Courier, Telecommunications, Postage) — Approximately $2,000. This includes routine costs for overnight courier deliveries, long-distance telecommunications, and postage throughout the engagement.

VI. Total Revised Estimate Summary The following table summarizes the revised total estimated fees and expenses for the engagement through closing: The aggregate figure of approximately $1,850,000 reflects rounding across all categories and is presented as an estimate, not a cap or fixed fee. The actual fees and expenses incurred may vary from this estimate based on a number of factors, including the complexity of th

VII. Comparison to Original Budget The Original Budget Memorandum dated February 18, 2025, which was provided at the outset of the engagement, contemplated the full scope of contested litigation through trial in the Delaware Court of Chancery. The original projected scope of work included, in addition to the emergency TRO and preliminary injunction proceedings, full merits-phase discovery (including approximately 15

VIII. Offsetting Recovery — Fee Reimbursement Under Settlement Pursuant to the settlement framework agreed upon on March 20, 2025, Verdana Commerce Group, Inc. will reimburse CRH the sum of $425,000 toward CRH's litigation costs incurred in connection with this matter. This reimbursement will be paid by Verdana as a component of the settlement at closing and is in addition to the other elements of the settlement cons

IX. Budget Assumptions and Caveats This revised fee estimate is based on the following assumptions. If any of these assumptions prove to be incorrect, the actual fees and expenses may differ from the estimates set forth herein, and we will promptly advise CRH of any material changes.

1. Settlement Documentation Timeline. The estimate assumes that the settlement documentation is completed within the March 24 – April 11, 2025 documentation period agreed upon by the parties, and that execution of the Standstill and Settlement Agreement occurs on or about April 14, 2025. Any material delay in the documentation timeline, whether due to counterparty responsiveness, open-point disputes, or other factors

2. No Material Re-Negotiation. The estimate assumes no material re-negotiation of the terms previously agreed upon in the settlement framework. If substantive disputes arise on open points — for example, disagreements regarding the non-compete category definitions, the data destruction protocol mechanics, the compliance monitor's scope of authority, or the indemnification provisions — additional hours may be required

3. Consent Order Entry. The estimate assumes that Vice Chancellor Zhao enters the Consent Order promptly upon filing, without requiring further briefing, supplemental submissions, or oral argument. If the Court raises questions or concerns about the Consent Order or requires modifications, additional work will be necessary.

4. Post-Closing Monitoring Phase. The estimate does not include any work associated with the post-closing monitoring phase beyond the initial setup of the Aldwyn Compliance Solutions LLC engagement and the drafting of the monitoring protocol and information-sharing letter agreement. Any compliance disputes, enforcement proceedings, or other issues that arise during the 12-month compliance monitoring period would requ

5. Compliance Monitor Costs. The estimate does not include CRH's 40% share ($144,000) of the total compliance monitor costs ($360,000 for the 12-month monitoring period). This amount is a direct client expense payable to Aldwyn Compliance Solutions LLC and is not a Calderwood & Harkness professional fee. Verdana is responsible for the remaining 60% ($216,000) of the monitor costs pursuant to the settlement terms.

6. SEC Filing Preparation. The estimate does not include costs associated with any SEC filing preparation beyond the draft 8-K Current Report language and the disclosure analysis memorandum that I will prepare. If CRH's regular securities counsel requires additional coordination from Calderwood & Harkness in connection with the actual filing of the 8-K or the preparation of 10-Q disclosure language, additional fees m

7. No Appellate or Post-Judgment Proceedings. The estimate assumes that the settlement is fully consummated and that no party seeks to set aside, appeal, or challenge the Consent Order after entry. Any such proceedings would require a separate budget.

8. No Third-Party Claims. The estimate does not account for any third-party claims, subpoenas, or regulatory inquiries that may arise in connection with this matter. If any such matters develop, they would be addressed through a separate engagement.

X. Billing Arrangements All fees and expenses for this engagement are billed in accordance with the terms of the engagement letter between Calderwood & Harkness LLP and Cascade Retail Holdings Inc. dated February 18, 2025. The key billing terms are as follows: • Invoicing Frequency: Invoices are issued monthly in arrears. The invoice for services rendered and expenses incurred in a given month is delivered to CRH on

XI. Conclusion We appreciate CRH's continued confidence in Calderwood & Harkness's representation in this matter. The settlement framework reached on March 20, 2025, represents an excellent result for the Company, and we look forward to completing the documentation and closing process efficiently and within the revised budget framework set forth herein. We remain available at all times to discuss any aspect of this m