Contract analysis

1. Purpose This memorandum documents the results of the conflicts check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "C&H") to represent Cascade Retail Holdings Inc. ("Cascade" or "CRH") in the defense of claims for tortious interference with contractual relations, tortious interference with prospective business relations, and related statutory causes of action file

2. Proposed Client and Engagement Summary Proposed Client: Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, publicly traded on the Nasdaq Global Select Market under the ticker symbol "CRHI." Cascade maintains its principal executive offices at 2200 Elliott Avenue West, Suite 1400, Seattle, Washington 98119. Cascade Key Personnel Identified for Conflicts Purpo

3. Parties and Entities Searched The Firm's centralized conflicts database (the "ConflictCheck" system, maintained by the Firm's Office of the General Counsel and Conflicts Committee) was searched for all parties, known affiliates, subsidiaries, key personnel, adverse parties, opposing counsel, and material third parties identified in connection with the proposed engagement. The search included both exact-match queri

4. Conflicts Database Search Results The following sets forth the results of the ConflictCheck database search and supplemental manual review for each entity and individual identified in Section 3 above. 4.1 Cascade Retail Holdings Inc. (Proposed Client) The Firm has no current engagements for or on behalf of Cascade Retail Holdings Inc. in any capacity, whether litigation, transactional, regulatory, or advisory. The

5. Engagement Team Conflicts Screen In addition to the database search described in Section 4 above, each member of the proposed engagement team was individually interviewed as part of the conflicts-review process. The purpose of the individual screen is to identify any personal, financial, familial, or prior-relationship conflicts that may not appear in the Firm's centralized databases but that could give rise to a

6. Analysis Under Applicable Rules of Professional Conduct 6.1 California Rule of Professional Conduct 1.7 — Current Client Conflicts California Rule of Professional Conduct 1.7(a) provides that a lawyer shall not, without informed written consent from each affected client, represent a client if the representation is directly adverse to another client, or if there is a significant risk that the representation of one

7. Recommendations Based on the comprehensive conflicts search and analysis described in Sections 3 through 6 above, the following recommendations are made:

1. No disqualifying conflicts exist. The Firm may proceed with the engagement of Cascade Retail Holdings Inc. as its client in the defense of the anticipated action Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872, Superior Court of California, County of Los Angeles. No provision of the California Rules of Professional Conduct, the ABA Model Rules of Professional Conduct, or the Firm's int

2. Precautionary disclosure to Cascade. A disclosure should be made to David Pruitt, General Counsel of Cascade, regarding the Firm's 2017 limited regulatory advisory engagement for a private equity fund that was considering an investment in Vantor Holdings Corp. While this prior representation does not constitute a disqualifying conflict and does not require Vantor's consent, transparency with the proposed client is

3. Pinnacle monitoring protocol. The engagement team should implement a monitoring protocol to track the relationship between Cascade and Pinnacle National Insurance Co. throughout the duration of the engagement. The team should be alert to any indications that a coverage dispute or other adversity may be developing between the two parties. If such a dispute emerges, a fresh and independent conflicts analysis must be

4. No ethical screens required. No formal ethical screens or information barriers are required at this time for any Firm attorneys, including the two attorneys (Samantha Duvall and Trevor Han) who were previously employed at Kessler, Brandt & Whitfield LLP. Neither attorney has any involvement in or knowledge of the current matter or the underlying facts, and no circumstances exist that would necessitate the impositi

5. Engagement letter provisions. The engagement letter for the Cascade representation should include the following conflict-related provisions: (a) Standard conflict waiver language addressing the Firm's 2017 limited regulatory advisory engagement for a private equity fund that considered an investment in Vantor Holdings Corp., confirming that the engagement was not substantially related to the current matter, that n

8. Conclusion Based on the comprehensive conflicts search and analysis described in this memorandum, no disqualifying conflicts of interest have been identified under the California Rules of Professional Conduct (including Rules 1.7 and 1.9), the ABA Model Rules of Professional Conduct (including Rules 1.7, 1.9, and 1.10), or the Firm's internal conflicts policies and procedures. The Firm is cleared to proceed with t