Contract analysis

I. Purpose of This Memorandum Calderwood & Harkness LLP ("C&H" or "outside counsel") represents Cascade Retail Holdings Inc. ("Cascade," "CRH," or the "Company") in the defense of the above-referenced civil action filed by Vantor Holdings Corp. ("Vantor" or "Plaintiff") on September 7, 2021, in the Superior Court of the State of California, County of Los Angeles, bearing Case No. 21STCV-34872 (the "Action"). Cascade

II. Summary of the Litigation The following is a summary of the key facts and claims at issue in the Action, provided for the purpose of informing custodians about the scope of potentially relevant documents and ESI that must be preserved. This summary is not exhaustive and is not intended to serve as a substitute for the pleadings, which should be reviewed in their entirety by each individual involved in the Company

III. Scope of the Litigation Hold A. Subject Matter Categories All documents and ESI relating to any of the following subject matter categories must be preserved, regardless of the form in which they exist, the medium on which they are stored, or the location at which they are maintained. The descriptions below are intended to be illustrative and should be construed broadly. When in doubt as to whether a particular d

1. Project Atlas. All documents and communications relating to Cascade's strategic supplier diversification initiative known internally as "Project Atlas," which was launched in or around February 2021. This category includes, but is not limited to: planning documents, strategic frameworks, budgets (including the approximately $4.2 million allocated budget for the initiative), strategy memoranda, meeting notes, prese

2. Hemsworth Consumer Products LLC. All documents and communications relating to the supplier relationship between Cascade and Hemsworth Consumer Products LLC ("Hemsworth"), an Oregon limited liability company with its principal place of business at 4720 NW Yeon Avenue, Portland, Oregon 97210. This category includes, but is not limited to: (a) The Cascade–Hemsworth Master Supply Agreement executed on or about June 1,

3. Tridale Manufacturing Inc. All documents and communications relating to the supplier relationship between Cascade and Tridale Manufacturing Inc. ("Tridale"), a Nevada corporation with its principal place of business at 6300 South Pecos Road, Suite 210, Las Vegas, Nevada 89120. This category includes, but is not limited to: (a) The Cascade–Tridale Master Supply Agreement executed on or about August 15, 2021 (three-

4. Orion Lifestyle Brands Corp. All documents and communications relating to the supplier relationship between Cascade and Orion Lifestyle Brands Corp. ("Orion"), a California corporation with its principal place of business at 1900 Avenue of the Stars, Suite 1050, Los Angeles, California 90067. This category includes, but is not limited to: (a) The Cascade–Orion Master Supply Agreement executed on or about May 10, 2

5. Vantor Holdings Corp. All documents and communications referring or relating to Vantor Holdings Corp., including but not limited to: documents referencing Vantor's officers, directors, or employees (including, without limitation, Richard "Rick" Ellsworth, Patricia Sung, Thomas Brennecke, and Deborah Marcelino); documents relating to Vantor's operations, business model, supplier relationships, retail or wholesale d

6. Supplier Procurement and Sourcing (General). All documents and communications relating to Cascade's supplier procurement, sourcing, onboarding, and vendor management activities in the home goods, consumer electronics accessories, and personal care product categories, from January 1, 2020 to the present, to the extent such documents reference, discuss, or relate to any of the Three Suppliers (Hemsworth, Tridale, or

7. Exclusivity Arrangements. All documents and communications reflecting, discussing, analyzing, or relating to Cascade's knowledge, awareness, or investigation of any exclusivity, non-compete, most-favored-nation, or similar restrictive provisions in supply agreements between the Three Suppliers and any third party, including Vantor. This category includes internal memoranda, legal analyses, emails, meeting notes, o

8. Financial Records. All financial records, projections, analyses, reports, and related documents pertaining to the supplier relationships with Hemsworth, Tridale, and Orion, including but not limited to: purchase orders, invoices, payment records, revenue projections, cost-benefit analyses, transition cost allocations under Project Atlas, budgetary approvals, financial models, margin analyses, and any financial pre

IV. Identified Custodians The following individuals have been identified as key custodians who are likely to possess or control documents and ESI relevant to this litigation. Each custodian named below must take immediate steps to preserve all materials responsive to the subject matter categories and document types described in Section III above.

1. Annika Bergström, VP Strategic Sourcing. Ms. Bergström led the Project Atlas initiative and served as the primary point of contact for Cascade's supplier negotiations with Hemsworth, Tridale, and Orion. She is expected to be a primary fact witness in this matter and is likely to possess a substantial volume of responsive documents and communications, including negotiation correspondence, strategy memoranda, suppli

2. Lena Torvik, SVP Supply Chain & Procurement. Ms. Torvik provided executive oversight of Project Atlas and approved key supplier transition decisions. As the direct supervisor of Annika Bergström, Ms. Torvik is likely to have received regular reports, status updates, and escalation communications relating to the initiative and the supplier relationships at issue.

3. David Pruitt, General Counsel & Corporate Secretary. Mr. Pruitt provided legal oversight of the supplier agreements executed with the Three Suppliers, conducted or supervised internal legal analysis of potential contractual issues relating to exclusivity provisions, and has coordinated with outside counsel since the inception of this matter. Mr. Pruitt's files may contain privileged and work product materials in a

4. Margaret Prumvane, CEO & President. Ms. Prumvane provided executive approvals related to the strategic direction of Project Atlas and authorized major supplier commitments. Her files may include board presentations, executive briefings, and high-level strategic communications relating to the initiative.

5. Raj Subramanian, CFO. Mr. Subramanian provided financial oversight and approval of the Project Atlas budget (approximately $4.2 million) and reviewed the financial terms and commitments associated with the supplier agreements. His files are likely to contain financial analyses, budget approval documents, and related financial records.

6. Additional Custodians. As the case proceeds and discovery progresses, additional custodians may be identified through document review, witness interviews, or discovery responses from the opposing party. This memorandum will be supplemented accordingly, and any newly identified custodians will receive a copy of this memorandum along with specific preservation instructions. Individuals who believe they may possess r

V. Preservation Obligations A. Immediate Actions Required The following actions must be taken immediately upon receipt of this memorandum:

1. Cease routine deletions. Each custodian must immediately cease any routine or automatic deletion of documents and ESI within the scope described in Section III above. This includes refraining from deleting emails, text messages, instant messages, files, or any other documents that fall within the scope of this hold, whether manually or through automated processes.

2. Suspend auto-deletion policies. Cascade's Information Technology ("IT") department must immediately suspend any auto-deletion, data purging, data recycling, or data retention policies that would result in the destruction or alteration of documents and ESI applicable to the custodians and systems identified in this memorandum. This includes email archival and deletion policies, Meridian Solutions or Northgate Data

3. Preserve backup systems. All backup tapes, archives, disaster-recovery systems, and any other backup media containing data from the identified custodians must be preserved and must not be overwritten, recycled, or destroyed. The IT department should maintain a current inventory of all backup media that may contain responsive data and should consult with C&H before making any changes to backup rotation schedules.

4. No destruction or alteration. No documents — whether paper or electronic — within the scope of this hold may be destroyed, deleted, altered, modified, overwritten, or discarded. This prohibition applies regardless of whether the document is maintained in the ordinary course of business or whether the document appears to be duplicative or redundant. B. Affirmative Preservation Steps In addition to the immediate act

1. Segregate paper files. Each custodian should identify, segregate, and secure all paper files, documents, and records relating to the subject matter categories described in Section III.A. Such files should be placed in a secure location, clearly labeled as subject to the litigation hold, and should not be moved, reorganized, or discarded without prior approval from David Pruitt or C&H.

2. Identify devices. Each custodian should identify all electronic devices (including company-issued and, where applicable, personal laptops, desktop computers, mobile phones, tablets, and any portable storage media) on which responsive documents or ESI may reside. Custodians must ensure that these devices are not wiped, reformatted, upgraded, recycled, or decommissioned without prior coordination with Calderwood & H

3. Coordinate with e-discovery vendor. The IT department should coordinate with Krane Investigations LLC (contact: Samuel Byrd, Project Manager, 333 South Hope Street, Suite 1600, Los Angeles, California 90071; telephone: (213) 555-7200), the e-discovery vendor retained by C&H to coordinate document collection, forensic imaging, data processing, and hosting for this litigation. Krane Investigations will work with the

4. Maintain file integrity. Custodians should refrain from moving, reorganizing, renaming, or restructuring files or folders in a manner that could alter metadata, obscure the origin and context of documents, or otherwise compromise the integrity of potentially responsive ESI. Documents should remain in their current locations unless and until a formal collection is conducted by the IT department in coordination with

VI. Duration of the Hold This litigation hold is effective immediately as of December 10, 2021 and will remain in place until Calderwood & Harkness issues a written release of the hold. No oral communication, informal email, or other informal statement should be construed as a release or modification of this hold. Only a formal written notice from Calderwood & Harkness, addressed to David Pruitt and distributed to al

VII. Consequences of Non-Compliance The preservation of relevant evidence is not discretionary — it is a legal obligation arising from the filing and service of the Complaint in this Action, as well as from the common-law duty to preserve evidence when litigation is reasonably anticipated. Failure to comply with the preservation obligations described in this memorandum may result in severe consequences, including but

VIII. Point of Contact and Questions All questions, concerns, or issues regarding this litigation hold — including questions about whether specific documents or categories of documents fall within the scope of the hold — should be directed to the following individuals: David Pruitt General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 2200 Elliott Avenue West, Suite 1400 Seattle, Washington 98119 Telepho

IX. Acknowledgment and Certification Each custodian identified in Section IV above is requested to sign and return the attached Custodian Acknowledgment and Certification Form (Attachment A) confirming the following:

1. Receipt and review of this Litigation Hold Memorandum in its entirety;

2. Understanding of the preservation obligations described herein, including the scope of documents and ESI subject to the hold, the types of materials covered, and the consequences of non-compliance;

3. A commitment to fully comply with all preservation requirements set forth in this memorandum, including the immediate cessation of routine deletions and the affirmative preservation steps described in Section V;

4. Identification of any additional sources of potentially responsive documents or ESI not already described in this memorandum, including personal devices, personal email accounts, cloud storage accounts, off-site storage facilities, or other locations where responsive materials may be found; and

5. Identification of any other individuals who may possess or control documents or ESI relevant to the subject matter of this litigation. Signed acknowledgments should be returned to David Pruitt (dpruitt@cascaderetail.com) and Yuki Nakamura (ynakamura@calderwoodharkness.com) within five (5) business days of receipt of this memorandum — i.e., no later than December 17, 2021. Failure to return a signed acknowledgment

1. I have received a copy of the Litigation Hold Memorandum dated December 10, 2021, issued by Calderwood & Harkness LLP in connection with Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872, Superior Court of the State of California, County of Los Angeles.

2. I have read and understand the Litigation Hold Memorandum in its entirety, including the scope of the litigation hold, the subject matter categories and types of documents and ESI covered, the preservation obligations, and the consequences of non-compliance.

3. I will comply with all preservation obligations set forth in the Litigation Hold Memorandum. Specifically, I will immediately cease any routine or automatic deletion of documents and ESI within the scope of the hold, and I will take all affirmative steps necessary to preserve responsive materials in my possession, custody, or control.

4. I have identified all locations — both physical and electronic — where responsive documents and ESI may be found, including but not limited to company-issued devices, personal devices, network drives, cloud storage platforms, email accounts, messaging applications, and physical filing locations. A description of such locations is provided below.

5. I will not destroy, delete, alter, modify, overwrite, or discard any documents or ESI within the scope of this hold.

6. I will promptly notify David Pruitt and Yuki Nakamura if I become aware of any actual or potential loss, destruction, or alteration of documents or ESI within the scope of this hold, or if I identify any additional sources of responsive materials. Identification of Document and ESI Locations Please list all locations (physical and electronic) where you maintain or store documents or ESI that may fall within the sc