Contract analysis

1. Engagement and Scope of Representation 1.1 Engagement Overview Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") is pleased to confirm its engagement by Cascade Retail Holdings Inc., a Delaware corporation ("Cascade," "CRH," or the "Client"), in connection with the proposed carveout divestiture of EverGreen Market Co. LLC, a Delaware limited liability company and wholly owned subsidiary of Cascade ("Eve

2. Staffing 2.1 Responsible Partner Sandra Tung, Partner in the Firm's Mergers & Acquisitions practice in the Seattle office, will serve as the Responsible Partner and primary relationship attorney for this engagement. Ms. Tung will have overall supervisory responsibility for the Firm's work product, strategy, and client communications in connection with this matter. Ms. Tung can be reached at (206) 441-7218 or stung

3. Fee Arrangement 3.1 Hourly Rates C&H will bill for legal services rendered in connection with this engagement on an hourly basis at the Firm's then-current standard rates for the attorneys and other timekeepers assigned to this matter. As of the date of this letter, the current applicable rates are as follows: The specific rate applicable to each individual timekeeper will be reflected on the Firm's monthly invoic

4. Key Transaction Parameters For reference and context, the principal terms of the contemplated transaction, as set forth in the LOI dated April 18, 2025, include the following: The foregoing summary is provided for informational purposes and is based on the LOI as currently executed. The definitive terms of the transaction will be as set forth in the APA and the other transaction documents negotiated and executed b

5. Conflicts of Interest 5.1 Conflicts Check C&H has conducted a comprehensive conflicts check in accordance with the Firm's standard policies and procedures and the applicable Washington Rules of Professional Conduct. In connection with this review, the Firm has searched for potential conflicts with respect to the following parties and their respective known affiliates: • Cascade Retail Holdings Inc. • EverGreen Mar

6. Confidentiality and Privilege 6.1 Confidentiality Obligations C&H will maintain the confidentiality of all information provided by the Client in connection with this engagement, in accordance with applicable law, the Washington Rules of Professional Conduct, and the Firm's internal policies regarding the protection of client information. The Firm will not disclose any such confidential information to any third par

7. Client Responsibilities The Client agrees to cooperate with the Firm in connection with this engagement by providing timely access to all documents, information, records, and personnel reasonably necessary for the Firm to perform the legal services described herein. This includes, without limitation, making available the officers, employees, and representatives of Cascade and EverGreen Market Co. LLC who possess r

8. Termination Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Any such termination shall be subject to the Firm's obligations under the applicable rules of professional conduct governing the withdrawal of representation, including the duty to take reasonable steps to avoid foreseeable prejudice to the Client's interests. Upon termination of this engagem

9. Document Retention At the conclusion of this engagement, the Firm will retain the engagement file — including correspondence, work product, memoranda, and copies of transaction documents — in accordance with the Firm's standard document retention policies and procedures. Original documents provided to the Firm by the Client will be returned to the Client upon the Client's written request at the conclusion of the e

10. Governing Law and Dispute Resolution This engagement letter, and the relationship between the Firm and the Client arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. In the event of any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Cli

11. Acceptance and Counterparts We would be grateful if you would confirm Cascade Retail Holdings Inc.'s agreement to the terms and conditions set forth in this engagement letter by having an authorized representative of the Client countersign this letter in the space provided below and return a signed copy to the undersigned. A scanned copy transmitted via email to stung@calderwoodharkness.com will be sufficient for