Contract analysis

1. Scope of Engagement 1.1 Description of the Matter The Firm is being engaged to represent Cascade Retail Holdings Inc. in connection with the proposed acquisition of one hundred percent (100%) of the outstanding capital stock of NovaMart Global Inc. (the "Transaction"). Based on preliminary discussions between the parties, the Transaction is expected to be structured as a stock purchase governed by the General Corp

2. Staffing 2.1 Responsible Partner Harrison Wexford, Partner in the Firm's Mergers & Acquisitions practice group, will serve as the Responsible Partner for this engagement. In that capacity, Mr. Wexford will have overall responsibility for the quality, direction, and strategic oversight of the Firm's legal services rendered in connection with the Transaction. Mr. Wexford will serve as the primary relationship contac

3. Client Identification The Firm's client in this engagement is Cascade Retail Holdings Inc. (EIN: 91-2847653), a corporation organized under the laws of the State of Delaware and publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI," with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119. All duties of loyalty, confidentiality, and professional re

4. Fee Arrangements 4.1 Basis of Fees The Firm's fees for legal services rendered in connection with this engagement will be based on the time spent by attorneys and other professionals assigned to the engagement, billed at their respective standard hourly rates as in effect from time to time. The standard hourly rates reflect the experience, skill, and expertise of each professional and are consistent with the rates

5. Conflicts of Interest The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the applicable Rules of Professional Conduct of the State of New York. Based on the information currently available to the Firm, including the identities of the parties to the Transaction, the Firm has identified no actual or potential conflicts of interest that would preclude the Firm from und

6. Confidentiality The Firm will maintain the confidentiality of all information received from or on behalf of Cascade in connection with this engagement, in accordance with the applicable Rules of Professional Conduct of the State of New York (including Rule 1.6) and the protections afforded by the attorney-client privilege and the work product doctrine. The Firm recognizes that, in the course of this engagement, it

7. Document Retention Upon the conclusion of this engagement (whether by completion, termination, or otherwise), the Firm will retain client files related to this engagement in accordance with the Firm's standard records retention policies. Under the Firm's current policy, engagement files are maintained for a minimum of seven (7) years following the closing of the matter, or for such longer period as may be required

8. Termination Either Cascade or the Firm may terminate this engagement at any time, with or without cause, by providing written notice to the other party. The Firm's right to terminate the engagement is subject at all times to the Firm's professional obligations under the applicable Rules of Professional Conduct, including the duty to take reasonable steps to avoid foreseeable prejudice to the client upon withdrawal

9. Limitation of Liability To the fullest extent permitted by applicable law and the Rules of Professional Conduct, the Firm's aggregate liability to Cascade for any and all claims, losses, damages, costs, and expenses arising out of or relating to this engagement, whether based in contract, tort, negligence, professional malpractice, or otherwise, shall not exceed the total amount of professional fees actually paid

10. Governing Law and Dispute Resolution This Engagement Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions that would cause the application of the substantive laws of any other jurisdiction. In the event of any dispute, controversy, or claim arising out of or relating to t

11. Miscellaneous Provisions 11.1 Entire Agreement This Engagement Letter constitutes the entire agreement between Cascade and the Firm with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, representations, understandings, and agreements, whether written or oral, between the parties relating to the engagement described herein. No statement, representation, w