Contract analysis

Section 1.1 — "Common Interest." As used in this Agreement, the term "Common Interest" means the shared legal interest of C&H and WG in providing coordinated legal advice to Cascade regarding: (a) the design, development, and implementation of the Privacy Compliance Program, including the assessment, gap analysis, policy drafting, vendor-contract template development, training, and ongoing implementation support cont

Section 1.2 — "Common-Interest Materials." As used in this Agreement, the term "Common-Interest Materials" means all communications, memoranda, analyses, draft documents, notes, correspondence, attorney work product (whether opinion work product or fact work product), and other materials — whether oral, written, or electronic — that are shared between or among C&H and WG (and their respective attorneys, paralegals, s

Section 1.3 — "Participating Attorneys." As used in this Agreement, the term "Participating Attorneys" means the following attorneys designated by each Party to participate in the exchange of Common-Interest Materials: (a) For C&H: Kevin Ostrowski (Partner, Privacy & Data Security), Rachel Bernstein (Partner, Privacy & Data Security), Alan Burke (Senior Associate, Privacy & Data Security), Sara Hendricks (Associate,

Section 1.4 — "Client Representatives." As used in this Agreement, the term "Client Representatives" means Meredith Tanaka (General Counsel of Cascade), Diana Polk (Associate General Counsel and Interim Chief Privacy Officer of Cascade), and such other officers or employees of Cascade as Cascade's General Counsel may designate in writing from time to time.

Section 2.1 — Purpose. The purpose of this Agreement is to establish a framework under which C&H and WG may share Common-Interest Materials for the sole purpose of providing coordinated, effective legal advice to their mutual client, Cascade, in connection with the Privacy Compliance Program and the SEC-disclosure and corporate-governance matters related thereto. The Parties recognize that the effective representatio

Section 2.2 — Scope of Matters Covered. The specific topics and subject matter within the scope of this Agreement include, but are not limited to, the following: (a) Gap-Analysis Findings and Remediation Plans. C&H's gap-analysis findings and remediation plans under the CCPA/CPRA and eighteen (18) additional state privacy statutes, to the extent that such findings and plans are relevant to the assessment and disclosu

Section 2.3 — Limitations. Notwithstanding any other provision of this Agreement: (a) This Agreement does not create an attorney-client relationship between C&H and WG. Each firm's attorney-client relationship is solely with Cascade, and nothing herein shall be construed to alter or expand the scope of either firm's engagement with Cascade. (b) This Agreement does not authorize the sharing of materials outside the sc

ARTICLE III PRESERVATION OF PRIVILEGE

Section 3.1 — No Waiver. The sharing of Common-Interest Materials between C&H and WG pursuant to this Agreement shall not constitute a waiver of the attorney-client privilege, the work-product doctrine, or any other applicable privilege or protection with respect to any third party. The Parties intend and agree that all Common-Interest Materials shared hereunder are exchanged in furtherance of the Common Interest and

Section 3.2 — Assertion of Privilege. Each Party shall take reasonable steps to maintain the confidentiality of Common-Interest Materials, including, where appropriate, marking documents exchanged pursuant to this Agreement with the legend "Privileged and Confidential — Common Interest / Attorney-Client Privilege / Work Product" or substantially similar language. In the event that any third party — including any gove

Section 3.3 — Inadvertent Disclosure. In the event that Common-Interest Materials are inadvertently disclosed to any third party, such inadvertent disclosure shall not operate as a waiver of any privilege or protection applicable to such materials. The Party responsible for or aware of such inadvertent disclosure shall promptly take all reasonable steps to retrieve the inadvertently disclosed materials, reassert all

ARTICLE IV OBLIGATIONS OF THE PARTIES

Section 4.1 — Confidentiality. Each Party agrees to maintain the confidentiality of all Common-Interest Materials and to restrict access to such materials to Participating Attorneys, their paralegals and support staff acting under the direct supervision of Participating Attorneys, and Client Representatives. Common-Interest Materials shall be stored in secure, access-controlled locations (whether physical or electron

Section 4.2 — Use Limitation. Common-Interest Materials shall be used solely for the purpose of furthering the Common Interest as defined in this Agreement and providing legal advice to Cascade in connection with the matters described herein. No Party shall use Common-Interest Materials for any purpose adverse to Cascade or adverse to the other Party. No Party shall use Common-Interest Materials in any proceeding or

Section 4.3 — No Joint Representation. This Agreement does not constitute, and shall not be construed as creating, a joint representation of Cascade by C&H and WG. Each firm maintains its independent engagement with Cascade and exercises its own independent professional judgment in the performance of its legal services. C&H's engagement with Cascade is governed by C&H's engagement letter with Cascade dated June 2, 20

Section 4.4 — Coordination Protocol. To facilitate the efficient and effective exchange of Common-Interest Materials, the Parties agree to the following coordination protocol: (a) Primary Points of Contact. The primary points of contact for coordination under this Agreement shall be: (1) For C&H: Kevin Ostrowski, Partner, Privacy & Data Security. (2) For WG: Carolyn J. Marsden, Partner, Corporate & Securities. (3) Fo

ARTICLE V CLIENT CONSENT AND DIRECTION

Section 5.1 — Client Consent. Cascade, through its General Counsel Meredith Tanaka, has authorized and directed both C&H and WG to enter into this Common-Interest Agreement and to share Common-Interest Materials as described herein. Cascade's authorization reflects Cascade's informed judgment that the coordinated sharing of privileged communications and attorney work product between C&H and WG is in Cascade's best in

Section 5.2 — Client's Superior Rights. Notwithstanding any other provision of this Agreement, Cascade retains the right at any time, in its sole discretion, to: (a) direct either or both firms to cease sharing specific categories of Common-Interest Materials, whether temporarily or permanently; (b) modify the scope of the Common Interest, including by narrowing or expanding the subject matter covered by this Agreeme

ARTICLE VI TERM AND TERMINATION

Section 6.1 — Effective Date. This Agreement is effective as of June 10, 2025.

Section 6.2 — Term. This Agreement shall remain in effect for so long as both C&H and WG are engaged by Cascade in connection with the matters giving rise to the Common Interest and the Common Interest continues to exist, unless earlier terminated pursuant to Section 6.3 of this Agreement.

Section 6.3 — Termination. This Agreement may be terminated under any of the following circumstances: (a) By Mutual Agreement. By written agreement of both C&H and WG, with prior notice to Cascade. (b) By Cascade. By Cascade, upon written notice to both C&H and WG, effective as of the date specified in such notice or, if no date is specified, upon receipt of such notice by both firms. (c) By Either Party. By either C

Section 6.4 — Survival. Termination of this Agreement shall not affect the privileged status of Common-Interest Materials shared prior to the effective date of termination. All obligations of the Parties under Article III (Preservation of Privilege) and Section 4.1 (Confidentiality) and Section 4.2 (Use Limitation) of Article IV shall survive the termination of this Agreement and shall remain in full force and effect

Section 6.5 — Return or Destruction of Materials. Upon the termination of this Agreement, each Party shall, at Cascade's direction, either return to Cascade or destroy all Common-Interest Materials received from the other Party, and shall certify in writing to Cascade and to the other Party that such return or destruction has been completed. Notwithstanding the foregoing, each Party may retain copies of Common-Intere

ARTICLE VII DISPUTE RESOLUTION

Section 7.1 — Good-Faith Consultation. Any dispute, disagreement, or question of interpretation arising under or in connection with this Agreement shall first be addressed through good-faith consultation among the Participating Attorneys and Cascade's General Counsel (or her designee). The Parties agree to make reasonable efforts to resolve any such dispute promptly and cooperatively, with due regard for the interest

Section 7.2 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts-of-law principles thereof. To the extent that the analysis of privilege issues requires reference to the law of another jurisdiction — including, without limitation, the laws of the State of Delaware, the State of Washington, the State of California, or t

Section 8.1 — Entire Agreement. This Agreement constitutes the entire understanding and agreement between C&H and WG regarding the sharing of privileged and protected materials in connection with the Common Interest, and supersedes all prior discussions, negotiations, correspondence, or agreements, whether oral or written, relating to the subject matter hereof. Nothing in this Agreement shall supersede or modify the

Section 8.2 — Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument executed by authorized representatives of both C&H and WG, with the written consent of Cascade (through its General Counsel or designee). No oral modification or waiver of any provision of this Agreement shall be effective.

Section 8.3 — Additional Parties. Additional counsel engaged by Cascade in connection with the Privacy Compliance Program or related SEC-disclosure, litigation, enforcement, or governance matters may be added to this Agreement upon the written consent of C&H, WG, and Cascade, and the execution of a written joinder to this Agreement by the additional counsel, in a form reasonably satisfactory to all existing Parties.

Section 8.4 — No Third-Party Beneficiaries. This Agreement is solely for the benefit of C&H, WG, and Cascade, and their respective successors and permitted assigns. No third party shall have any rights or benefits under this Agreement, and nothing herein shall be construed to confer upon any person or entity other than the Parties and Cascade any right, remedy, or claim under or by reason of this Agreement.

Section 8.5 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic means, including by email in portable document format (.pdf) or by electronic signature platforms (including Brightwater Software, Ashford Health IT, or similar platfo

Section 8.6 — Notices. All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be directed as follows: If to C&H: Kevin Ostrowski, Partner Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, New York 10022 If to WG: Carolyn J. Marsden, Partner Whitfield Greaves LLP 1999 K Street NW, Suite 700 Washington, D.C. 20006 If to Casca