Contract analysis

1. Purpose and Formation of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Cascade Retail Holdings Inc. ("Cascade" or the "Company"), a Delaware corporation publicly traded on the Nasdaq Stock Market (ticker: CSRD), to design, build, and implement a comprehensive US state-privacy compliance program (the "Privacy Program" or the "Program"). This letter (the "Engageme

2. Client Identification For purposes of this engagement, the "Client" shall mean Cascade Retail Holdings Inc. (EIN: 84-3192057), together with the following wholly owned subsidiaries, to the extent that their operations fall within the scope of the Privacy Program as defined in Section 3 below: (a) Cascade Digital Marketplace LLC (a Delaware limited liability company; EIN: 85-4107638), which operates Cascade's third

3. Scope of Engagement 3.1 General Scope C&H will design, build, and support the implementation of a comprehensive US state-privacy compliance program covering the full range of state consumer privacy statutes applicable to Cascade's operations. As of the Effective Date, the privacy regulatory landscape relevant to Cascade encompasses the following nineteen (19) enacted state privacy statutes: (i) the California Cons

4. Engagement Team and Staffing The following attorneys will serve as the core engagement team for this matter: Kevin Ostrowski — Responsible Partner, Privacy & Data Security. Mr. Ostrowski will have overall responsibility for the engagement, including client relationship management, strategic direction, supervision and quality assurance of all work product, and service as the primary contact for strategic decisions.

5. Key Milestones and Timeline The following table sets forth the target dates for key milestones of the engagement. These milestones represent the parties' current expectations and are subject to adjustment by mutual agreement. Timely performance of these milestones depends upon the cooperation of the Client and its personnel, the timely delivery of information and work product by third parties (including Fieldhaven

6. Fees and Billing Arrangements 6.1 Hourly Rates Fees for this engagement will be calculated on a blended hourly basis at the following rates, which reflect a discount from C&H's standard 2025 rates in recognition of the scope and duration of this engagement: These rates are effective for the initial engagement period from the Effective Date through June 30, 2026. Any rate adjustments after June 30, 2026 will requir

7. Coordination with Other Advisors This engagement will require coordination with several other professional advisors engaged by Cascade. C&H's coordination responsibilities and relationships with those advisors are described below: (a) Whitfield Greaves LLP. C&H will coordinate with Whitfield Greaves LLP (Carolyn J. Marsden, lead partner) on SEC-disclosure and corporate-governance aspects of the Privacy Program. Th

8. Confidentiality and Privilege All communications between C&H and Cascade, and between C&H and Cascade's officers, employees, and agents, in connection with this engagement are intended to be protected by the attorney-client privilege and the attorney work-product doctrine to the fullest extent permitted by applicable law. C&H will take reasonable steps to maintain and protect these privileges throughout the engage

9. Conflicts of Interest In connection with this engagement, C&H has conducted a comprehensive conflicts-of-interest check covering the Client and each of its subsidiaries identified in Section 2, as well as the following key counterparties and advisors: • Thornbridge Media Corp. • OnPoint Data Solutions Inc. • Fieldhaven Consulting Group LLC • Kellner Park & Associates LLP • Whitfield Greaves LLP Based on the result

10. Document Retention C&H will maintain all engagement files, including correspondence, memoranda, drafts, final work product, and internal records, in accordance with the Firm's document-retention policy and the Client's outside-counsel guidelines, to the extent those guidelines have been provided to C&H and are consistent with C&H's professional obligations. Upon termination or conclusion of the engagement, C&H wi

11. Termination Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. Written notice of termination shall be directed to the contacts identified in Section 2 (for the Client) and Section 4 (for C&H). Upon termination, C&H will take all steps reasonably necessary to protect the Client's interests, including facilitating the transition of pending matters

12. Limitation of Liability C&H's aggregate liability to the Client arising out of or relating to this engagement, whether based in contract, tort, negligence, professional malpractice, or any other theory of liability, shall not exceed the total fees actually paid by the Client to C&H for the phase of the engagement (Phase 1 or Phase 2, as applicable) giving rise to the claim. For the avoidance of doubt, if a claim

13. Governing Law and Dispute Resolution This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to this Engagement Letter or the engagement contemplated hereby, including disputes regarding the formation, validity, interpretation, performanc

14. Outside-Counsel Guidelines C&H acknowledges receipt of Cascade Retail Holdings Inc.'s Outside-Counsel Guidelines (revised January 2025) and agrees to comply with those guidelines to the extent they are consistent with the terms of this Engagement Letter, C&H's professional obligations, and the New York Rules of Professional Conduct. In the event of any conflict between the Outside-Counsel Guidelines and the terms

15. Acceptance and Execution This Engagement Letter, together with the enclosures referenced below and incorporated herein by reference, constitutes the entire agreement between the parties with respect to the terms and conditions of C&H's engagement by Cascade as described herein, and supersedes all prior discussions, negotiations, proposals, and understandings, whether oral or written, relating to the subject matte