Contract analysis

1. Purpose and Confirmation of Engagement This letter confirms that Calderwood & Harkness LLP ("Calderwood & Harkness," "the firm," or "we") has been engaged by Cascade Retail Holdings Inc. ("Cascade," "CRH," or "you"), a Delaware corporation whose shares of common stock are publicly traded on the Nasdaq Stock Market under the ticker symbol CRHI, to serve as outside defense counsel in the above-referenced litigation

2. Scope of Engagement Calderwood & Harkness's engagement encompasses all aspects of the defense of Case No. 21STCV-34872, including but not limited to the following: (a) Responsive Pleadings and Motions. Analysis of the complaint and all exhibits and attachments thereto; preparation and filing of responsive pleadings, including Cascade's answer and affirmative defenses; and preparation and filing of any demurrers, m

3. Engagement Team Calderwood & Harkness has assembled the following team of attorneys to handle this matter: Douglas Carmichael, Partner — Responsible Partner. Mr. Carmichael will have overall supervisory responsibility for this engagement. He will serve as lead trial counsel and will be your primary contact at the firm for all strategic and substantive matters. Mr. Carmichael brings over twenty-five years of experi

4. Billing Rates and Fee Arrangements Calderwood & Harkness will bill for its professional services on an hourly basis. The current standard hourly rates for the attorneys initially assigned to this matter are as follows: Any other attorneys or professional staff assigned to this matter will be billed at their then-current standard hourly rates, which will be communicated to Cascade at the time of assignment. Hourly

5. Third-Party Vendors and Disbursements Calderwood & Harkness anticipates that the efficient handling of this matter will require the retention of certain third-party vendors and consultants. Based on our preliminary assessment of the case, we expect the following categories of third-party services to be necessary: (a) E-discovery and Document Review Vendors. Given the nature of the claims asserted by Vantor, we ant

6. Insurance Coverage Coordination You have informed us that Cascade maintains a commercial general liability insurance policy issued by Pinnacle National Insurance Co. under Policy No. PNG-CGL-2021-04487 (the "CGL Policy"), as well as directors and officers ("D&O") insurance coverage. We understand that the CGL Policy may provide coverage for some or all of the claims asserted by Vantor in this Action, including def

7. Conflicts Check and Waiver Prior to accepting this engagement, Calderwood & Harkness conducted a comprehensive conflicts of interest check in accordance with the California Rules of Professional Conduct and the firm's internal conflicts protocols. The conflicts check covered all parties to the Action, known witnesses, and opposing counsel, including the following individuals and entities: • Vantor Holdings Corp. a

8. Confidentiality and Attorney-Client Privilege All communications between Cascade and Calderwood & Harkness relating to this engagement, whether written or oral, are intended to be and shall remain confidential and protected by the attorney-client privilege and/or the attorney work product doctrine to the fullest extent permitted by applicable law. This includes, without limitation, communications concerning litiga

9. Client Responsibilities The effectiveness of Calderwood & Harkness's representation will depend in significant measure on Cascade's full and timely cooperation. Cascade agrees to cooperate with the firm in the defense of this matter, including without limitation the following: (a) Document Production and Information. Cascade will promptly and completely produce all relevant documents, data, and information request

10. Document Preservation Cascade acknowledges its obligation under applicable law to preserve all documents, records, and electronically stored information that are potentially relevant to the claims and defenses in this Action. This obligation arises upon the reasonable anticipation of litigation and continues until the matter is finally resolved. Calderwood & Harkness will issue a formal litigation hold memorandum

11. Termination of Engagement Either Cascade or Calderwood & Harkness may terminate this engagement upon reasonable written notice to the other party. In the event of termination by either party, the following provisions shall apply: (a) Calderwood & Harkness will take such steps as are reasonably practicable to protect Cascade's interests in the Action, including cooperating in an orderly transition of the matter to

12. Limitation on Guarantee of Outcome Calderwood & Harkness will devote its best professional efforts to the defense of Cascade in this matter. However, the firm makes no guarantee, warranty, or prediction regarding the outcome of this litigation or any aspect thereof, including but not limited to the likelihood of prevailing on any motion, at trial, or on appeal; the amount of damages, if any, that may be awarded;

13. Governing Law and Dispute Resolution This engagement letter and the relationship between Calderwood & Harkness and Cascade shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. In the event of any dispute, claim, or controversy arising out of or relating to this engagement letter, the services provided hereunder, or the fees a

14. Acceptance We are grateful for the opportunity to represent Cascade Retail Holdings Inc. in this matter, and we look forward to working closely with you and your team to achieve the best possible outcome. If the terms of this engagement letter are acceptable, please countersign this letter in the space provided below and return one executed copy to our office. Your countersignature will constitute Cascade's agree