1038-00001 · Cascade Retail Holdings · Engagement & Administration

litigation-hold-memo.docx DOCUMENT Antitrust

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

MEMORANDUM

June 30, 2025

FROM: Elliot Nguyen Calderwood & Harkness LLP 1401 K Street NW, Suite 1200 Washington, D.C. 20005

TO: Jerome Weston General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 2200 Westlake Avenue North, Suite 3400 Seattle, WA 98109

Patricia "Trish" Delacroix Senior Vice President, Marketplace & Platform Strategy Cascade Retail Holdings Inc. 2200 Westlake Avenue North, Suite 3400 Seattle, WA 98109

RE: Litigation Hold Notice — Federal Trade Commission v. Cascade Retail Holdings Inc. et al., Case No. 2:25-cv-01087-RAJ (W.D. Wash.); FTC Administrative Proceeding, Docket No. 9438; Calderwood & Harkness Matter No. 1038-00001

I. Purpose of This Memorandum

Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") has been retained as lead defense counsel for Cascade Retail Holdings Inc. ("Cascade" or "the Company") in connection with the Federal Trade Commission's (the "FTC") challenge to Cascade's proposed acquisition of Pinnacle Market Group Inc. ("Pinnacle"). The engagement letter between Calderwood & Harkness and Cascade was fully executed on June 25, 2025, and this matter was formally opened on June 30, 2025, under Matter No. 1038-00001. Howard Bellamy, a partner in the Firm's Antitrust & Competition Practice Group, serves as the responsible partner overseeing all aspects of the representation.

As the Company is aware, the FTC filed an administrative complaint on June 20, 2025, under FTC Docket No. 9438, and subsequently filed a complaint for temporary restraining order and preliminary injunction on June 23, 2025, in the United States District Court for the Western District of Washington, Seattle Division, under Case No. 2:25-cv-01087-RAJ, before the Honorable Richard A. Johannsen. In its district court action, the FTC seeks a preliminary injunction under Section 13(b) of the Federal Trade Commission Act, 15 U.S.C. § 53(b), to consummation of the proposed merger pending resolution of the administrative proceeding before the Commission.

The purpose of this memorandum is to establish Cascade's obligation to immediately implement a comprehensive litigation hold to preserve all documents and electronically stored information ("ESI") that are or may be potentially relevant to this litigation. This obligation extends to all forms of documents and ESI, as defined in detail below, and applies to both the federal district court proceeding and the FTC administrative proceeding.

We cannot overstate the importance of compliance with this litigation hold. Failure to preserve relevant materials may result in severe sanctions imposed by either the federal court or the Commission, including but not limited to adverse inference instructions, monetary penalties, spoliation findings, and other remedial measures that could materially undermine Cascade's defense. Courts and administrative tribunals take preservation obligations with the utmost seriousness, and any lapse — even one that is inadvertent or isolated — could have significant and potentially dispositive consequences for the Company's position in this litigation.

This hold is effective immediately upon receipt of this memorandum. It supersedes and takes precedence over any routine document retention policies, destruction schedules, auto-delete programs, or other information governance practices currently in effect at Cascade. No documents or ESI falling within the scope of this hold may be destroyed, deleted, altered, modified, or discarded, regardless of whether such destruction would otherwise be permitted under the Company's standard records management protocols.

II. Summary of the Litigation

A. The Transaction

On March 14, 2025, Cascade and Pinnacle executed an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Cascade agreed to acquire 100% of the outstanding common stock of Pinnacle in an all-cash transaction at a price of $26.85 per share, representing aggregate merger consideration of approximately $4.7 billion. The transaction was publicly announced on March 17, 2025, and a Current Report on Form 8-K was filed with the Securities and Exchange Commission on the same date.

The transaction is structured as a reverse triangular merger under the laws of the State of Delaware, whereby CRH Merger Sub Inc. ("Merger Sub"), a wholly owned subsidiary of Cascade formed for the purpose of effectuating the transaction, will merge with and into Pinnacle, with Pinnacle surviving the merger as a wholly owned subsidiary of Cascade. Upon consummation, each outstanding share of Pinnacle common stock (other than shares held in treasury or by Cascade or Merger Sub) will be converted into the right to receive $26.85 in cash, without interest.

The financing for the transaction consists of two components: (i) approximately $1.9 billion in cash on hand from Cascade's balance sheet, and (ii) a $2.8 billion senior secured term loan B facility provided by Whitmore National Bank, N.A. pursuant to a commitment letter dated March 12, 2025 (Reference: CRH-WNB-2025-TLB), with Brian Alderman serving as the lead relationship officer at Whitmore National Bank.

With respect to regulatory approvals, Cascade and Pinnacle submitted their respective filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), on April 2, 2025 (Transaction No. HSR-20250402-0347). On May 7, 2025, the FTC issued a Second Request for Additional Information and Documentary Material (File No. 251-0089) directed to both Cascade and Pinnacle. Cascade certified substantial compliance with the Second Request on June 10, 2025.

The Merger Agreement provides for an outside date of March 14, 2026, which may be extended to June 14, 2026, at the election of either party if the sole unsatisfied closing condition as of the initial outside date is the receipt of antitrust clearance. The Definitive Proxy Statement on Schedule 14A relating to the transaction was filed with the SEC on April 28, 2025, and Pinnacle's shareholders voted to approve the Merger Agreement at a special meeting held on June 2, 2025.

B. The FTC's Claims

The FTC alleges that the proposed merger between Cascade and Pinnacle would substantially lessen competition in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. The FTC has defined the relevant product market as "online marketplace platform services for third-party sellers in the United States." The FTC contends that this market is distinct from broader e-commerce retail and encompasses only those platforms that provide integrated marketplace services — including product listing, payment processing, fulfillment logistics, and seller management tools — to independent third-party sellers operating on a hosted platform.

According to the FTC's complaint, the relevant market participants and their approximate market shares, measured by gross merchandise volume ("GMV"), are as follows:

The FTC calculates the pre-merger Herfindahl-Hirschman Index ("HHI") at 2,361 and the post-merger HHI at 2,856, representing an increase of 495 points. Under the 2023 Merger Guidelines, these concentration levels significantly exceed the thresholds that the agencies have identified as raising a presumption of competitive harm.

The FTC's theory of competitive harm centers on four principal allegations: (i) the elimination of significant head-to-head competition between CascadeMarket and Pinnacle for third-party sellers and the services they provide; (ii) the likely increase in take rates (i.e., the percentage of each transaction retained by the platform) charged to third-party sellers on the combined platform; (iii) the reduction in the quality, breadth, and innovation of seller services offered to third-party marketplace participants; and (iv) the diminishment of competitive incentives to invest in platform innovation and seller-facing tools.

The Commission voted 3–2 to authorize the filing of the administrative complaint and the district court action seeking injunctive relief. Commissioner dissents were issued separately and are publicly available on the FTC's website.

The evidentiary hearing on the FTC's motion for a preliminary injunction is currently scheduled to commence on September 8, 2025, before Judge Johannsen, with an estimated duration of five (5) court days. A joint case management report is due on July 21, 2025, and fact discovery in the district court proceeding is expected to proceed on an expedited basis.

Additionally, the Independent Online Sellers Alliance ("IOSA"), a trade association representing independent e-commerce sellers, has moved to intervene in the district court action in support of the FTC's position. IOSA is represented by Galloway & Peck LLP. The motion to intervene is currently pending before the Court.

C. Relevance to Preservation Obligations

Given the scope of the FTC's claims and the breadth of the relevant issues in both the district court and administrative proceedings, documents relating to the following subjects — among others — are all potentially relevant and must be preserved: the competitive landscape for online marketplace platform services, Cascade's marketplace operations (including CascadeMarket), the strategic rationale and business justification for the proposed acquisition of Pinnacle, all integration planning activities and synergy analyses, seller relationships and communications, pricing structures and take rate decisions, internal strategic analyses of competitive positioning, market share assessments, and any documents that discuss, analyze, or forecast the competitive effects of the proposed transaction. The categories set forth in Section IV.B below provide further detail, but this memorandum should be read expansively; if there is any doubt as to whether a particular document falls within the scope of the hold, the document must be preserved.

III. Legal Obligation to Preserve

The duty to preserve relevant documents and ESI arises under well-established principles of federal law. Under Federal Rule of Civil Procedure 37(e), as amended in 2015, a court may impose sanctions — including adverse inference instructions and case-dispositive remedies — when a party fails to take reasonable steps to preserve ESI that should have been preserved in the anticipation or conduct of litigation, and the ESI cannot be restored or replaced through additional discovery. See Fed. R. Civ. P. 37(e)(1)–(2); see also Zubulake v. Ashgrove Trust Bank, 220 F.R.D. 212 (S.D.N.Y. 2003) ("Zubulake IV"); Rimkus Consulting Grp., Inc. v. Cammarata, 688 F. Supp. 2d 598 (S.D. Tex. 2010); Camberwell & Co. v. Northgate & Co. Elecs. Co., 881 F. Supp. 2d 1132 (N.D. Cal. 2012).

The preservation obligation attaches when a party knows or reasonably should know that litigation is likely. In this matter, Cascade's preservation obligations attached no later than the issuance of the FTC's Second Request on May 7, 2025, which constituted unambiguous notice that the proposed transaction was the subject of an in-depth government investigation and that litigation was reasonably foreseeable. The obligation was further crystallized upon the filing of the FTC's administrative complaint on June 20, 2025, and the district court complaint on June 23, 2025. Any documents that existed as of the date the preservation duty attached and that fall within the scope of the hold must be preserved, regardless of when the litigation hold notice is formally distributed within the Company.

This preservation obligation is ongoing and continues until the litigation is fully and finally resolved — including any appeals — or until this hold is formally lifted in writing by Calderwood & Harkness. The obligation is not diminished by the passage of time, changes in personnel, or any other intervening circumstance. No individual custodian is authorized to make independent determinations about whether a particular document or category of documents is "relevant enough" to warrant preservation. All such determinations will be made by Calderwood & Harkness in consultation with Jerome Weston.

The scope of preservation encompasses all documents and ESI that are or may be relevant to any claim or defense in either the district court proceeding (Case No. 2:25-cv-01087-RAJ) or the administrative proceeding (Docket No. 9438). This includes, without limitation, documents that may be relevant to the FTC's claims, Cascade's defenses (including any efficiencies justification or arguments regarding market definition), and any counterclaims or affirmative defenses that Cascade may assert.

IV. Scope of the Litigation Hold

A. Definition of "Documents" and "ESI"

For purposes of this litigation hold, the terms "documents" and "ESI" are defined broadly and are intended to encompass all recorded information, in any format, medium, or location, that is within the possession, custody, or control of Cascade or any of its officers, directors, employees, agents, or contractors. This definition includes, without limitation, the following:

• Electronic mail (emails), including all attachments, headers, metadata, and distribution lists, whether sent, received, drafted, or archived, on corporate or personal accounts used for business purposes;

• Text messages and SMS/MMS communications, whether sent via corporate-issued or personal mobile devices;

• Instant messages transmitted through any platform, including but not limited to Meridian Solutions, Northgate Data Systems, and any internal messaging or collaboration platforms used by Cascade;

• Voicemail messages, whether stored on corporate voicemail systems, mobile devices, or cloud-based platforms;

• Memoranda, letters, and written correspondence, whether in electronic or paper form;

• Reports, presentations, and slide decks, including presentations prepared in Northgate Services Inc., Tidewater Data Systems, Pemberton Services Inc., or similar applications;

• Spreadsheets, databases, and financial models, including those prepared in Excel, Stonefield Services Inc., or proprietary systems;

• Board of Directors materials, including agendas, minutes, resolutions, board books, and committee materials;

• Handwritten notes, including notes taken during meetings, telephone calls, or strategy sessions, on paper, in notebooks, or using digital note-taking tools;

• Calendar and scheduling entries, including meeting invitations, acceptances, and related notations;

• Drafts of any of the foregoing, including all versions, revisions, redlines, tracked changes, and associated metadata;

• Audio and video recordings, including recordings of meetings, conference calls, webinars, and presentations;

• Photographs and images, including screenshots;

• Social media posts, including posts on Westmark Health IT, X (formerly Fenmore Solutions), Kestrel Services Inc., Northpoint Services Inc., and any other social media platforms, whether made by Cascade's corporate accounts or by individual custodians in their capacity as Cascade employees or representatives;

• Any other form of recorded information, however created or stored.

This definition extends to documents in all locations, including but not limited to: corporate servers and network drives; cloud-based storage services (including but not limited to Aldermere Systems, Cobalt Ridge Systems, Hollowell Health IT, Larkspur Technologies, and box); local hard drives on desktop computers and laptops; company-issued mobile devices (smartphones and tablets); personal devices (including personal smartphones, tablets, personal laptops, and personal email accounts) to the extent they have been used for Company business; USB drives, external hard drives, and other portable storage media; and paper files maintained in offices, file rooms, or off-site storage facilities.

Additionally, backup tapes and archived data must be preserved to the extent they contain unique, non-duplicative information that is not otherwise available from active data sources. Calderwood & Harkness will work with Cascade's IT department to identify and evaluate backup sources.

B. Subject Matter Categories

The following categories of documents and ESI must be preserved. This list is illustrative and not exhaustive. If a document or item of ESI could reasonably fall within the scope of any of these categories, or could otherwise be relevant to the claims or defenses in this litigation, it must be preserved.

1. Transaction-Related Documents. All documents relating in any way to the proposed acquisition of Pinnacle must be preserved in their entirety. This category includes, without limitation:

• The Merger Agreement executed on March 14, 2025, together with all exhibits, schedules, amendments, side letters, and ancillary transaction documents;

• Board resolutions authorizing the transaction, including resolutions of Cascade's Board of Directors and any special committees thereof;

• The fairness opinion provided by Mercer Hollis & Co. (Graham Mercer IV, Managing Director, served as the lead advisor), together with all underlying financial analyses, valuation models, comparable company analyses, discounted cash flow models, and supporting materials;

• All due diligence materials prepared or received in connection with the evaluation of Pinnacle, including financial, operational, legal, and commercial due diligence;

• All communications with Cascade's transaction counsel, Harmon Ridgeway & Strauss LLP (Phillip Strauss and Monica Chen-Barrios serving as lead transaction partners), regarding the negotiation, structuring, and documentation of the transaction;

• All communications with Ridgeline Capital Partners (Pinnacle's financial advisor, with Nadine Vasquez serving as the lead contact) and Pinnacle personnel regarding any aspect of the transaction;

• Documents relating to the financing of the transaction, including all communications with Whitmore National Bank, N.A. (Brian Alderman, lead relationship officer), the commitment letter dated March 12, 2025, the credit agreement (Reference: CRH-WNB-2025-TLB), and all term sheets, fee letters, and related documentation;

• All SEC filings relating to the transaction, including the Current Report on Form 8-K filed on March 17, 2025, the Definitive Proxy Statement on Schedule 14A filed on April 28, 2025, and any subsequent amendments or supplemental filings;

• All documents related to the HSR filing (Transaction No. HSR-20250402-0347), the Second Request (File No. 251-0089), and all responsive productions, compliance certifications, and related communications with the FTC's Bureau of Competition and Bureau of Economics; and

• Any documents reflecting Cascade's strategic rationale or business justification for the proposed acquisition, including internal memoranda, strategy presentations, and communications among Cascade's management and board members.

2. CascadeMarket Platform Data and Marketplace Operations. All data, reports, analyses, communications, and other documents relating to the CascadeMarket third-party seller marketplace must be preserved. CascadeMarket was launched on June 1, 2019, and represents a core component of the FTC's competitive analysis. This category includes, without limitation:

• Seller agreements, terms of service, and fee schedules applicable to third-party sellers on the CascadeMarket platform, including the current take rate of 17% and all historical take rate changes;

• All documentation, analyses, and communications relating to take rate decisions, including pricing models, competitive benchmarking, elasticity analyses, and internal discussions regarding take rate changes or contemplated changes;

• Seller onboarding processes, retention analyses, and churn data, including historical trends and projections;

• Active seller counts and historical trends — as of January 31, 2025, CascadeMarket had approximately 42,000 active sellers — and any analyses of seller composition, segmentation, or demographics;

• GMV data, including CascadeMarket's FY2024 GMV of approximately $3.1 billion and CascadeMarket revenue of approximately $527 million for FY2024;

• Platform performance metrics, including transaction volumes, conversion rates, average order values, and customer acquisition costs;

• Algorithm documentation, including all search ranking methodologies, recommendation engines, buy-box algorithms, and advertising and promotional tools available to sellers;

• All data and analyses relating to Cascade's broader e-commerce operations, including the CascadeDirect.com first-party retail platform and the combined e-commerce and marketplace revenue of approximately $9.3 billion for FY2024; and

• Product roadmaps, engineering specifications, and technology development plans for the CascadeMarket platform.

3. Competitive intelligence and Market Analysis. All documents relating to competition in online marketplaces and e-commerce generally must be preserved, given that these materials are directly relevant to the FTC's market definition and competitive effects analysis. This category includes, without limitation:

• Market studies, competitive analyses, white papers, and strategy presentations referencing any marketplace or e-commerce competitor, including but not limited to Vertex Commerce Inc., Nomad Shops LLC, Brevity Social Commerce Inc., Trove Marketplace Inc., and Pinnacle Market Group Inc.;

• Documents analyzing market shares, market definition, or competitive dynamics in marketplace platform services, e-commerce retail, or any related market;

• Industry reports commissioned from or received from third-party research firms, consultants, or industry associations;

• Documents relating to the size and growth of the total U.S. e-commerce market, estimated at approximately $757 billion in GMV for calendar year 2024;

• Win/loss analyses, competitive response documents, and intelligence reports regarding competitor actions, pricing, or product offerings; and

• Any documents in which Cascade employees discuss, analyze, or comment upon the competitive significance of any marketplace platform, the barriers to entry in the marketplace platform space, or the potential competitive effects of consolidation among marketplace platforms.

4. Seller Communications and Relationships. All communications with and documents relating to third-party sellers on the CascadeMarket platform must be preserved. This category includes, without limitation:

• All correspondence and communications with third-party sellers, whether by email, telephone, in-person meetings, portal messages, or any other medium, including complaints, feedback, pricing discussions, contractual negotiations, and service level discussions;

• Seller satisfaction surveys, net promoter score data, and any other metrics or analyses measuring seller experience or satisfaction;

• Communications with or about the Independent Online Sellers Alliance ("IOSA"), whether directly with IOSA representatives or internally among Cascade personnel;

• Data and analyses regarding seller multi-homing behavior — that is, the extent to which sellers active on CascadeMarket also sell on competing platforms, including Pinnacle, Vertex Commerce, Nomad Shops, or other marketplaces — and any documents analyzing the switching costs or barriers faced by sellers in moving between platforms; and

• Seller advisory board materials, meeting notes, and follow-up communications, if any.

5. Integration Planning Documents. All documents relating to the planned post-closing integration of Pinnacle's marketplace operations into Cascade's business must be preserved, as these materials are directly relevant to both the FTC's theories of harm and Cascade's efficiencies defense. This category includes, without limitation:

• All integration planning team materials, including team rosters, meeting agendas, minutes, action items, and presentations;

• Synergy analyses and projections, including Cascade's projected merger-specific efficiencies of approximately $340 million annually by Year 3 post-closing, comprising (i) approximately $195 million in logistics and fulfillment cost savings arising from the integration of Pinnacle's operations into Cascade's 22-warehouse fulfillment network, and (ii) approximately $145 million in technology and platform synergies;

• Operational merger plans, including plans for integrating seller bases, harmonizing platform technology, consolidating fulfillment and logistics operations, and unifying seller terms and fee structures;

• Internal presentations, memoranda, models, or analyses discussing the competitive effects of the merger, including any assessments of how the merger might affect seller take rates, service levels, innovation incentives, or competitive positioning; and

• Any "clean team" or "firewall" protocols established to govern the exchange of competitively sensitive information between Cascade and Pinnacle during the pre-closing integration planning process.

6. Board of Directors and Executive Materials. All documents and communications relating to the Pinnacle acquisition, the FTC investigation, or marketplace strategy that involve Cascade's Board of Directors or senior executive team must be preserved. This category includes, without limitation:

• All minutes, agendas, presentations, resolutions, and materials from meetings of Cascade's Board of Directors and any committees thereof (including the Audit Committee, Compensation Committee, and any special transaction committee) that relate to the Pinnacle acquisition, the FTC investigation, or marketplace strategy;

• Communications among and between members of Cascade's executive team, including but not limited to:

• Margaret "Meg" Thornberry, Chief Executive Officer & Chairwoman of the Board;

• David Ruan, President & Chief Operating Officer;

• Sonia Alvarez-Kirk, Chief Financial Officer;

• Jerome Weston, General Counsel & Corporate Secretary; and

• Patricia "Trish" Delacroix, Senior Vice President, Marketplace & Platform Strategy;

• Strategic planning documents, annual operating plans, long-range plans, and budget presentations that discuss marketplace strategy, competitive positioning, growth initiatives, or the anticipated impact of the Pinnacle acquisition on Cascade's competitive position; and

• Any presentations or memoranda prepared for the Board of Directors or executive team by internal or external advisors regarding the FTC investigation, litigation strategy, or regulatory risk.

7. Financial and Accounting Records. All financial and accounting records relevant to the subject matter of this litigation must be preserved. This category includes, without limitation:

• Cascade's audited and unaudited financial statements, including FY2024 (fiscal year ending January 31, 2025) total revenue of approximately $28.6 billion, together with all segment-level reporting for e-commerce and marketplace operations;

• All workpapers, audit reports, management letters, and communications with Cascade's independent auditor, Aldrich & Warwick CPAs LLP;

• Budgets, forecasts, financial projections, and long-range financial plans relating to CascadeMarket, the CascadeDirect.com platform, and the combined post-merger entity; and

• Any financial analyses prepared in connection with the Pinnacle acquisition, including pro forma financial statements, accretion/dilution analyses, and return-on-investment models.

8. Communications with Regulators, Government Entities, and Third Parties. All communications with government agencies, regulatory bodies, and relevant third parties must be preserved. This category includes, without limitation:

• All communications with the FTC, including the Bureau of Competition and the Bureau of Economics, beyond those already produced in connection with the Second Request compliance process, including all informal communications, telephone calls, emails, and meeting notes;

• Communications with any other federal or state government agencies regarding the proposed transaction, including the U.S. Department of Justice, any state attorneys general, or foreign competition authorities;

• Communications with Pendleton Crier & Associates (Douglas Crier, lead consultant) regarding public messaging strategy, public affairs, or media relations related to the FTC challenge;

• Communications with Arundel Proxy Advisors LLC regarding shareholder advisory matters related to the merger; and

• Communications with Veltrano Transfer Services Inc. relating to shareholder records, share transfer, or other administrative matters connected to the merger.

9. Public Statements and External Communications. All public statements and external communications by or on behalf of Cascade relating to the transaction, marketplace operations, or competitive positioning must be preserved. This category includes, without limitation:

• Press releases, media advisories, and public statements issued by Cascade or its public relations advisors;

• Earnings call transcripts, including quarterly and annual earnings calls for FY2024 and FY2025 to date;

• Investor presentations, analyst day materials, and shareholder letters;

• Analyst reports prepared by sell-side or buy-side analysts that were distributed to or reviewed by Cascade personnel; and

• Social media posts by or on behalf of Cascade on all corporate social media accounts, as well as any posts by individual executives in their official capacity, relating to the transaction, marketplace operations, or competitive positioning.

V. Identification of Key Custodians

A. Primary Custodians

The following individuals and groups are hereby designated as primary custodians whose documents and ESI must be preserved in their entirety. For these custodians, the obligation extends to all documents and ESI in their possession, custody, or control, including documents stored on corporate systems, personal devices used for business purposes, personal email accounts used for business communications, and paper files:

1. Margaret "Meg" Thornberry — Chief Executive Officer & Chairwoman of the Board

2. David Ruan — President & Chief Operating Officer

3. Sonia Alvarez-Kirk — Chief Financial Officer

4. Jerome Weston — General Counsel & Corporate Secretary

5. Patricia "Trish" Delacroix — Senior Vice President, Marketplace & Platform Strategy

6. All members of Cascade's Board of Directors, in their capacity as directors and with respect to all board-related communications and materials

7. All members of the Pinnacle acquisition integration planning team, as identified by Patricia Delacroix and David Ruan

8. All members of the CascadeMarket operations leadership team, including directors and vice presidents with responsibility for marketplace operations, seller relations, product management, platform engineering, and marketplace analytics

9. Any Cascade personnel who communicated directly with the FTC or who participated in the preparation, review, or production of documents in connection with the Second Request (File No. 251-0089)

B. Additional Custodians

Calderwood & Harkness will work closely with Jerome Weston and Patricia Delacroix in the coming days to identify additional custodians whose documents and ESI must be preserved. We anticipate that additional custodians will be identified among the following functional groups, though this list is not exhaustive:

• Mid-level managers and directors in marketplace operations and seller relations;

• Product management and engineering personnel responsible for the CascadeMarket platform;

• Finance personnel responsible for marketplace financial reporting, budgeting, and forecasting;

• Corporate development personnel involved in the evaluation, negotiation, or planning of the Pinnacle acquisition;

• Corporate communications and public relations personnel responsible for external messaging regarding the transaction or the FTC proceedings; and

• Any other employees or contractors who possess documents or ESI that may be relevant to the litigation.

Any employee who learns or believes that they possess potentially relevant documents or ESI — even if they are not identified as a custodian — should immediately notify Jerome Weston. It is far better to over-preserve than to risk the destruction of potentially relevant materials.

VI. Preservation Instructions

A. Suspension of Routine Destruction Policies

Effective immediately, Cascade must suspend all routine document retention and destruction policies, auto-delete functions, and recycling programs as they apply to any documents and ESI within the scope of this litigation hold. This directive applies company-wide and without exception. Specifically:

• All automatic purging, expiration, or deletion of email messages for identified custodians must be disabled immediately. This includes any "auto-archive" or "auto-delete" settings configured in Cascade's email system (including Strathmore Data Systems, Ridgeline Services Inc., Northgate Software, or any other email platform used by the Company);

• All automatic purging or deletion of Meridian Solutions messages, Northgate Data Systems messages, or messages on any other internal messaging or collaboration platform must be disabled for all identified custodians and for all channels, workspaces, or groups in which identified custodians are participants;

• All backup tapes, backup media, or archived data that are scheduled for overwriting, recycling, or destruction must be immediately segregated and preserved pending further instruction from Calderwood & Harkness; and

• No paper files, notebooks, or other physical documents within the scope of this hold may be discarded, shredded, recycled, or removed from Cascade's premises without prior written approval from Jerome Weston and Calderwood & Harkness.

B. Affirmative Steps Required

In addition to suspending routine destruction, Cascade must take the following affirmative steps to ensure compliance with this litigation hold:

1. Notification. Jerome Weston and Patricia Delacroix must promptly distribute this litigation hold notice — or a version of it tailored for internal distribution, as reviewed and approved by Calderwood & Harkness — to all identified custodians and to the head of Cascade's Information Technology department. Distribution should be made by email with read-receipt confirmation, and a hard copy should be provided to each custodian as well. The notice should be distributed no later than July 3, 2025.

2. Acknowledgment. Each custodian must sign and return a written acknowledgment confirming receipt and understanding of the litigation hold. A form of acknowledgment is attached to this memorandum as Attachment A. Signed acknowledgments must be returned to Jerome Weston within five (5) business days of receipt of the litigation hold notice. Jerome Weston should maintain a log of all acknowledgments received and promptly notify Calderwood & Harkness of any custodians who fail to return their acknowledgments within the prescribed timeframe.

3. IT Coordination. Cascade's Information Technology department must take affirmative, technical steps to preserve all ESI on corporate servers, email systems, cloud platforms, collaboration tools, and databases. These steps should include, at a minimum: (i) implementing technical holds on the deletion or modification of data for all identified custodians; (ii) ensuring that automated retention policies do not result in the destruction of any in-scope data; (iii) preserving current backup tapes and archived data; (iv) documenting all preservation actions taken, including the date, time, and nature of each action; and (v) designating a single point of contact within the IT department to coordinate with Calderwood & Harkness on all preservation-related matters.

4. Personal Devices. Custodians who have used personal devices — including personal smartphones, tablets, personal laptops, or personal email accounts (such as Northgate Software, Northpoint Solutions, or Meridian Systems Mail) — for Company business must preserve all business-related data on those devices. Custodians should not delete any text messages, emails, app-based messages, photographs, or other data from personal devices that may relate to the subject matter of the litigation. Calderwood & Harkness will work with the Company to implement appropriate collection procedures for relevant data on personal devices while minimizing intrusion into personal, non-business-related information.

5. Departing Employees. If any custodian separates from Cascade's employment during the pendency of this litigation hold — whether through resignation, termination, retirement, or any other reason — the departing custodian's documents, devices, and accounts must be preserved in full before departure. Under no circumstances should a departing custodian's laptop, mobile device, email account, or network home directory be wiped, reformatted, reassigned, or destroyed without the prior written approval of Jerome Weston and Calderwood & Harkness. Jerome Weston should be notified immediately upon learning that any custodian intends to separate from the Company, so that appropriate preservation steps can be taken before departure.

6. Periodic Reminders. Calderwood & Harkness strongly recommends that Cascade issue quarterly reminder notices to all custodians to reinforce the obligations imposed by this litigation hold and to ensure ongoing compliance. The first reminder should be issued no later than September 30, 2025. Additionally, any time new custodians are identified or the scope of the hold is expanded, updated notices should be distributed promptly.

C. Handling of Privileged Communications

Documents reflecting attorney-client privileged communications or materials protected as attorney work product must be preserved in full compliance with this litigation hold, but such documents should be segregated and flagged for review by Jerome Weston and Calderwood & Harkness before any production to the FTC, intervenors, or any other party.

Communications between Cascade personnel and Calderwood & Harkness LLP, Harmon Ridgeway & Strauss LLP, or Cascade's in-house legal department are presumptively protected by the attorney-client privilege and/or the work product doctrine. These communications must not be produced to anyone outside the legal team — including the FTC, Galloway & Peck LLP, or any other party — without prior authorization from Calderwood & Harkness. If any custodian is uncertain whether a particular communication is privileged, the custodian should err on the side of treating the communication as privileged and flagging it for review.

VII. Coordination with Co-Defendant Pinnacle Market Group Inc.

As the Company is aware, Pinnacle is also a named respondent in the FTC administrative proceeding and a co-defendant in the district court action. Pinnacle is represented in this matter by Whitfield, Greer & Tanaka LLP, with offices in Austin, Texas, with Diana Whitfield serving as lead partner.

A Joint Defense and Common Interest Agreement between Cascade and Pinnacle is currently being finalized. This agreement will establish a framework for the sharing of litigation strategy, work product, and privileged communications between the two parties and their respective counsel, while preserving the confidentiality and privilege of all shared materials. Calderwood & Harkness anticipates that the Joint Defense Agreement will be fully executed within the next two weeks.

It is important to emphasize that Cascade's preservation obligations are independent of and run parallel to Pinnacle's own obligations. The existence of a joint defense arrangement does not relieve Cascade of any duty to preserve documents or ESI within its own possession, custody, or control. Any shared documents or communications between Cascade and Pinnacle that fall within the scope of the joint defense agreement — including materials shared in anticipation of the joint defense arrangement, even before its formal execution — should be preserved and flagged accordingly, with appropriate notations regarding their joint-defense status.

VIII. Consequences of Non-Compliance

Calderwood & Harkness wishes to impress upon all custodians and Company personnel the gravity of the obligations imposed by this litigation hold. Failure to comply may result in serious and potentially irreversible consequences for the Company and its defense in this litigation.

Court-Imposed Sanctions. Under Federal Rule of Civil Procedure 37(e) and applicable case law, a court may impose a range of sanctions for the failure to preserve ESI, including but not limited to: (i) ordering additional discovery measures at the spoliating party's expense; (ii) imposing adverse inference instructions, which would allow the finder of fact to presume that the destroyed evidence was unfavorable to Cascade; (iii) imposing monetary penalties; (iv) precluding the spoliating party from introducing certain evidence; and (v) in extreme cases, entering default judgment or other case-dispositive relief.

Spoliation Findings. Individual custodians who fail to preserve documents or ESI in their possession, custody, or control may expose Cascade to spoliation findings by the court or the Commission. Such findings could fundamentally undermine Cascade's ability to defend against the FTC's claims, both in the district court preliminary injunction proceeding (with the evidentiary hearing scheduled for September 8, 2025) and in the FTC administrative proceeding (Docket No. 9438).

Administrative Consequences. In addition to judicial sanctions, the FTC possesses broad remedial authority in administrative proceedings, including the power to draw adverse inferences, impose civil penalties for obstruction, and refer matters for criminal prosecution in cases involving willful destruction of evidence.

Internal Discipline. Cascade should make clear to all custodians that failure to comply with this litigation hold will be treated as a serious breach of Company policy and may result in disciplinary action, up to and including termination of employment.

IX. Duration of the Hold

This litigation hold remains in effect until Calderwood & Harkness issues a formal written release. No oral representation or informal communication — whether from Calderwood & Harkness, Jerome Weston, or any other person — shall be construed as a release of this hold. Only a written notice, expressly stating that the hold has been lifted, executed by a partner of Calderwood & Harkness, shall constitute a valid release.

The hold applies to both the district court proceeding (Case No. 2:25-cv-01087-RAJ, W.D. Wash.) and the FTC administrative proceeding (Docket No. 9438), and will remain in place until both proceedings are fully and finally resolved, including the exhaustion of all appeals. The hold also extends to any related proceedings, investigations, or actions that may arise in connection with the proposed Cascade-Pinnacle transaction.

No documents within the scope of this hold may be destroyed, deleted, altered, modified, or discarded without express written authorization from Calderwood & Harkness. If any custodian or Company personnel becomes aware of any circumstance in which in-scope documents or ESI are at risk of loss, destruction, or degradation — whether through hardware failure, software malfunction, employee misconduct, or any other cause — they must immediately notify Jerome Weston and Calderwood & Harkness so that appropriate remedial steps can be taken.

X. Point of Contact

All questions regarding this litigation hold — including questions about the scope of the hold, the identification of documents or ESI that may be within scope, the proper handling of potentially privileged materials, and any other preservation-related issues — should be directed to:

Elliot Nguyen Lead Associate, Antitrust & Competition Practice Group Calderwood & Harkness LLP 1401 K Street NW, Suite 1200 Washington, D.C. 20005 Telephone: (202) 555-4100

Email: e.nguyen@calderwoodharkness.com

Jerome Weston General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 2200 Westlake Avenue North, Suite 3400 Seattle, WA 98109 Telephone: (206) 555-8200

Email: jweston@cascaderh.com

Elliot Nguyen will serve as the primary Calderwood & Harkness contact for all preservation-related issues and will coordinate with Jerome Weston and Cascade's IT department to ensure that all preservation obligations are met. For matters requiring escalation, Howard Bellamy (Responsible Partner) and Elaine Forsythe (Billing Partner) at Calderwood & Harkness are available to address any concerns.

We urge all recipients of this memorandum to review it carefully and to contact either of the undersigned immediately if they have any questions or concerns. Time is of the essence, and prompt action is required to ensure full compliance with Cascade's preservation obligations.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Elliot Nguyen Lead Associate Antitrust & Competition Practice Group 1401 K Street NW, Suite 1200 Washington, D.C. 20005 Matter No. 1038-00001

cc: Howard Bellamy, Responsible Partner, Calderwood & Harkness LLP Elaine Forsythe, Billing Partner, Calderwood & Harkness LLP Aaron Liu, Working Associate, Calderwood & Harkness LLP

ATTACHMENT A

CUSTODIAN ACKNOWLEDGMENT FORM

Litigation Hold — *Federal Trade Commission v. Cascade Retail Holdings Inc. et al. Case No. 2:25-cv-01087-RAJ (W.D. Wash.) FTC Docket No. 9438 Calderwood & Harkness Matter No. 1038-00001*

I, the undersigned, hereby acknowledge and confirm the following:

1. Receipt. I have received and read the Litigation Hold Memorandum dated June 30, 2025, prepared by Calderwood & Harkness LLP in connection with Federal Trade Commission v. Cascade Retail Holdings Inc. et al., Case No. 2:25-cv-01087-RAJ (W.D. Wash.), and FTC Docket No. 9438.

2. Understanding. I understand my obligation to preserve all documents and electronically stored information ("ESI") within the scope of the litigation hold, as described in the Memorandum, including documents and ESI in my possession, custody, or control on corporate systems, personal devices, personal email accounts, and in paper form.

3. Non-Destruction. I agree not to destroy, delete, alter, modify, or discard any documents or ESI that are or may be potentially relevant to the claims or defenses in this litigation, regardless of whether such destruction would otherwise be permitted under Cascade Retail Holdings Inc.'s routine document retention policies.

4. Notification. I agree to notify Jerome Weston, General Counsel & Corporate Secretary of Cascade Retail Holdings Inc., promptly if I become aware of any documents or data at risk of loss, destruction, or degradation, or if I identify additional documents or ESI that may fall within the scope of the litigation hold.

5. Ongoing Obligation. I understand that this litigation hold remains in effect until I receive a formal written release from Calderwood & Harkness LLP, and that my preservation obligations are ongoing and continuous.

________________________________________

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
MEMORANDUM
June 30, 2025
FROM: Elliot Nguyen Calderwood & Harkness LLP 1401 K Street NW, Suite 1200 Washington, D.C. 20005
TO: Jerome Weston General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 2200 Westlake Avenue North, Suite 3400 Seattle, WA 98109
Patricia "Trish" Delacroix Senior Vice President, Marketplace & Platform Strategy Cascade Retail Holdings Inc. 2200 Westlake Avenue North, Suite 3400 Seattle, WA 98109
RE: Litigation Hold Notice — Federal Trade Commission v. Cascade Retail Holdings Inc. et al., Case No. 2:25-cv-01087-RAJ (W.D. Wash.); FTC Administrative Proceeding, Docket No. 9438; Calderwood & Harkness Matter No. 1038-00001
I. Purpose of This Memorandum
Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") has been retained as lead defense counsel for Cascade Retail Holdings Inc. ("Cascade" or "the Company") in connection with the Federal Trade Commission's (the "FTC") challenge to Cascade's proposed acquisition of Pinnacle Market Group Inc. ("Pinnacle"). The engagement letter between Calderwood & Harkness and Cascade was fully executed on June 25, 2025, and this matter was formally opened on June 30, 2025, under Matter No. 1038-00001. Howard Bellamy, a partner in the Firm's Antitrust & Competition Practice Group, serves as the responsible partner overseeing all aspects of the representation.
As the Company is aware, the FTC filed an administrative complaint on June 20, 2025, under FTC Docket No. 9438, and subsequently filed a complaint for temporary restraining order and preliminary injunction on June 23, 2025, in the United States District Court for the Western District of Washington, Seattle Division, under Case No. 2:25-cv-01087-RAJ, before the Honorable Richard A. Johannsen. In its district court action, the FTC seeks a preliminary injunction under Section 13(b) of the Federal Trade Commission Act, 15 U.S.C. § 53(b), to consummation of the proposed merger pending resolution of the administrative proceeding before the Commission.
The purpose of this memorandum is to establish Cascade's obligation to immediately implement a comprehensive litigation hold to preserve all documents and electronically stored information ("ESI") that are or may be potentially relevant to this litigation. This obligation extends to all forms of documents and ESI, as defined in detail below, and applies to both the federal district court proceeding and the FTC administrative proceeding.
We cannot overstate the importance of compliance with this litigation hold. Failure to preserve relevant materials may result in severe sanctions imposed by either the federal court or the Commission, including but not limited to adverse inference instructions, monetary penalties, spoliation findings, and other remedial measures that could materially undermine Cascade's defense. Courts and administrative tribunals take preservation obligations with the utmost seriousness, and any lapse — even one that is inadvertent or isolated — could have significant and potentially dispositive consequences for the Company's position in this litigation.
This hold is effective immediately upon receipt of this memorandum. It supersedes and takes precedence over any routine document retention policies, destruction schedules, auto-delete programs, or other information governance practices currently in effect at Cascade. No documents or ESI falling within the scope of this hold may be destroyed, deleted, altered, modified, or discarded, regardless of whether such destruction would otherwise be permitted under the Company's standard records management protocols.
II. Summary of the Litigation
A. The Transaction
On March 14, 2025, Cascade and Pinnacle executed an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Cascade agreed to acquire 100% of the outstanding common stock of Pinnacle in an all-cash transaction at a price of $26.85 per share, representing aggregate merger consideration of approximately $4.7 billion. The transaction was publicly announced on March 17, 2025, and a Current Report on Form 8-K was filed with the Securities and Exchange Commission on the same date.
The transaction is structured as a reverse triangular merger under the laws of the State of Delaware, whereby CRH Merger Sub Inc. ("Merger Sub"), a wholly owned subsidiary of Cascade formed for the purpose of effectuating the transaction, will merge with and into Pinnacle, with Pinnacle surviving the merger as a wholly owned subsidiary of Cascade. Upon consummation, each outstanding share of Pinnacle common stock (other than shares held in treasury or by Cascade or Merger Sub) will be converted into the right to receive $26.85 in cash, without interest.
The financing for the transaction consists of two components: (i) approximately $1.9 billion in cash on hand from Cascade's balance sheet, and (ii) a $2.8 billion senior secured term loan B facility provided by Whitmore National Bank, N.A. pursuant to a commitment letter dated March 12, 2025 (Reference: CRH-WNB-2025-TLB), with Brian Alderman serving as the lead relationship officer at Whitmore National Bank.
With respect to regulatory approvals, Cascade and Pinnacle submitted their respective filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), on April 2, 2025 (Transaction No. HSR-20250402-0347). On May 7, 2025, the FTC issued a Second Request for Additional Information and Documentary Material (File No. 251-0089) directed to both Cascade and Pinnacle. Cascade certified substantial compliance with the Second Request on June 10, 2025.
The Merger Agreement provides for an outside date of March 14, 2026, which may be extended to June 14, 2026, at the election of either party if the sole unsatisfied closing condition as of the initial outside date is the receipt of antitrust clearance. The Definitive Proxy Statement on Schedule 14A relating to the transaction was filed with the SEC on April 28, 2025, and Pinnacle's shareholders voted to approve the Merger Agreement at a special meeting held on June 2, 2025.
B. The FTC's Claims
The FTC alleges that the proposed merger between Cascade and Pinnacle would substantially lessen competition in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. The FTC has defined the relevant product market as "online marketplace platform services for third-party sellers in the United States." The FTC contends that this market is distinct from broader e-commerce retail and encompasses only those platforms that provide integrated marketplace services — including product listing, payment processing, fulfillment logistics, and seller management tools — to independent third-party sellers operating on a hosted platform.
According to the FTC's complaint, the relevant market participants and their approximate market shares, measured by gross merchandise volume ("GMV"), are as follows:
The FTC calculates the pre-merger Herfindahl-Hirschman Index ("HHI") at 2,361 and the post-merger HHI at 2,856, representing an increase of 495 points. Under the 2023 Merger Guidelines, these concentration levels significantly exceed the thresholds that the agencies have identified as raising a presumption of competitive harm.
The FTC's theory of competitive harm centers on four principal allegations: (i) the elimination of significant head-to-head competition between CascadeMarket and Pinnacle for third-party sellers and the services they provide; (ii) the likely increase in take rates (i.e., the percentage of each transaction retained by the platform) charged to third-party sellers on the combined platform; (iii) the reduction in the quality, breadth, and innovation of seller services offered to third-party marketplace participants; and (iv) the diminishment of competitive incentives to invest in platform innovation and seller-facing tools.
The Commission voted 3–2 to authorize the filing of the administrative complaint and the district court action seeking injunctive relief. Commissioner dissents were issued separately and are publicly available on the FTC's website.
The evidentiary hearing on the FTC's motion for a preliminary injunction is currently scheduled to commence on September 8, 2025, before Judge Johannsen, with an estimated duration of five (5) court days. A joint case management report is due on July 21, 2025, and fact discovery in the district court proceeding is expected to proceed on an expedited basis.
Additionally, the Independent Online Sellers Alliance ("IOSA"), a trade association representing independent e-commerce sellers, has moved to intervene in the district court action in support of the FTC's position. IOSA is represented by Galloway & Peck LLP. The motion to intervene is currently pending before the Court.
C. Relevance to Preservation Obligations
Given the scope of the FTC's claims and the breadth of the relevant issues in both the district court and administrative proceedings, documents relating to the following subjects — among others — are all potentially relevant and must be preserved: the competitive landscape for online marketplace platform services, Cascade's marketplace operations (including CascadeMarket), the strategic rationale and business justification for the proposed acquisition of Pinnacle, all integration planning activities and synergy analyses, seller relationships and communications, pricing structures and take rate decisions, internal strategic analyses of competitive positioning, market share assessments, and any documents that discuss, analyze, or forecast the competitive effects of the proposed transaction. The categories set forth in Section IV.B below provide further detail, but this memorandum should be read expansively; if there is any doubt as to whether a particular document falls within the scope of the hold, the document must be preserved.
III. Legal Obligation to Preserve
The duty to preserve relevant documents and ESI arises under well-established principles of federal law. Under Federal Rule of Civil Procedure 37(e), as amended in 2015, a court may impose sanctions — including adverse inference instructions and case-dispositive remedies — when a party fails to take reasonable steps to preserve ESI that should have been preserved in the anticipation or conduct of litigation, and the ESI cannot be restored or replaced through additional discovery. See Fed. R. Civ. P. 37(e)(1)–(2); see also Zubulake v. Ashgrove Trust Bank, 220 F.R.D. 212 (S.D.N.Y. 2003) ("Zubulake IV"); Rimkus Consulting Grp., Inc. v. Cammarata, 688 F. Supp. 2d 598 (S.D. Tex. 2010); Camberwell & Co. v. Northgate & Co. Elecs. Co., 881 F. Supp. 2d 1132 (N.D. Cal. 2012).
The preservation obligation attaches when a party knows or reasonably should know that litigation is likely. In this matter, Cascade's preservation obligations attached no later than the issuance of the FTC's Second Request on May 7, 2025, which constituted unambiguous notice that the proposed transaction was the subject of an in-depth government investigation and that litigation was reasonably foreseeable. The obligation was further crystallized upon the filing of the FTC's administrative complaint on June 20, 2025, and the district court complaint on June 23, 2025. Any documents that existed as of the date the preservation duty attached and that fall within the scope of the hold must be preserved, regardless of when the litigation hold notice is formally distributed within the Company.
This preservation obligation is ongoing and continues until the litigation is fully and finally resolved — including any appeals — or until this hold is formally lifted in writing by Calderwood & Harkness. The obligation is not diminished by the passage of time, changes in personnel, or any other intervening circumstance. No individual custodian is authorized to make independent determinations about whether a particular document or category of documents is "relevant enough" to warrant preservation. All such determinations will be made by Calderwood & Harkness in consultation with Jerome Weston.
The scope of preservation encompasses all documents and ESI that are or may be relevant to any claim or defense in either the district court proceeding (Case No. 2:25-cv-01087-RAJ) or the administrative proceeding (Docket No. 9438). This includes, without limitation, documents that may be relevant to the FTC's claims, Cascade's defenses (including any efficiencies justification or arguments regarding market definition), and any counterclaims or affirmative defenses that Cascade may assert.
IV. Scope of the Litigation Hold
A. Definition of "Documents" and "ESI"
For purposes of this litigation hold, the terms "documents" and "ESI" are defined broadly and are intended to encompass all recorded information, in any format, medium, or location, that is within the possession, custody, or control of Cascade or any of its officers, directors, employees, agents, or contractors. This definition includes, without limitation, the following:
• Electronic mail (emails), including all attachments, headers, metadata, and distribution lists, whether sent, received, drafted, or archived, on corporate or personal accounts used for business purposes;
• Text messages and SMS/MMS communications, whether sent via corporate-issued or personal mobile devices;
• Instant messages transmitted through any platform, including but not limited to Meridian Solutions, Northgate Data Systems, and any internal messaging or collaboration platforms used by Cascade;
• Voicemail messages, whether stored on corporate voicemail systems, mobile devices, or cloud-based platforms;
• Memoranda, letters, and written correspondence, whether in electronic or paper form;
• Reports, presentations, and slide decks, including presentations prepared in Northgate Services Inc., Tidewater Data Systems, Pemberton Services Inc., or similar applications;
• Spreadsheets, databases, and financial models, including those prepared in Excel, Stonefield Services Inc., or proprietary systems;
• Board of Directors materials, including agendas, minutes, resolutions, board books, and committee materials;
• Handwritten notes, including notes taken during meetings, telephone calls, or strategy sessions, on paper, in notebooks, or using digital note-taking tools;
• Calendar and scheduling entries, including meeting invitations, acceptances, and related notations;
• Drafts of any of the foregoing, including all versions, revisions, redlines, tracked changes, and associated metadata;
• Audio and video recordings, including recordings of meetings, conference calls, webinars, and presentations;
• Photographs and images, including screenshots;
• Social media posts, including posts on Westmark Health IT, X (formerly Fenmore Solutions), Kestrel Services Inc., Northpoint Services Inc., and any other social media platforms, whether made by Cascade's corporate accounts or by individual custodians in their capacity as Cascade employees or representatives;
• Any other form of recorded information, however created or stored.
This definition extends to documents in all locations, including but not limited to: corporate servers and network drives; cloud-based storage services (including but not limited to Aldermere Systems, Cobalt Ridge Systems, Hollowell Health IT, Larkspur Technologies, and box); local hard drives on desktop computers and laptops; company-issued mobile devices (smartphones and tablets); personal devices (including personal smartphones, tablets, personal laptops, and personal email accounts) to the extent they have been used for Company business; USB drives, external hard drives, and other portable storage media; and paper files maintained in offices, file rooms, or off-site storage facilities.
Additionally, backup tapes and archived data must be preserved to the extent they contain unique, non-duplicative information that is not otherwise available from active data sources. Calderwood & Harkness will work with Cascade's IT department to identify and evaluate backup sources.
B. Subject Matter Categories
The following categories of documents and ESI must be preserved. This list is illustrative and not exhaustive. If a document or item of ESI could reasonably fall within the scope of any of these categories, or could otherwise be relevant to the claims or defenses in this litigation, it must be preserved.
1. Transaction-Related Documents. All documents relating in any way to the proposed acquisition of Pinnacle must be preserved in their entirety. This category includes, without limitation:
• The Merger Agreement executed on March 14, 2025, together with all exhibits, schedules, amendments, side letters, and ancillary transaction documents;
• Board resolutions authorizing the transaction, including resolutions of Cascade's Board of Directors and any special committees thereof;
• The fairness opinion provided by Mercer Hollis & Co. (Graham Mercer IV, Managing Director, served as the lead advisor), together with all underlying financial analyses, valuation models, comparable company analyses, discounted cash flow models, and supporting materials;
• All due diligence materials prepared or received in connection with the evaluation of Pinnacle, including financial, operational, legal, and commercial due diligence;
• All communications with Cascade's transaction counsel, Harmon Ridgeway & Strauss LLP (Phillip Strauss and Monica Chen-Barrios serving as lead transaction partners), regarding the negotiation, structuring, and documentation of the transaction;
• All communications with Ridgeline Capital Partners (Pinnacle's financial advisor, with Nadine Vasquez serving as the lead contact) and Pinnacle personnel regarding any aspect of the transaction;
• Documents relating to the financing of the transaction, including all communications with Whitmore National Bank, N.A. (Brian Alderman, lead relationship officer), the commitment letter dated March 12, 2025, the credit agreement (Reference: CRH-WNB-2025-TLB), and all term sheets, fee letters, and related documentation;
• All SEC filings relating to the transaction, including the Current Report on Form 8-K filed on March 17, 2025, the Definitive Proxy Statement on Schedule 14A filed on April 28, 2025, and any subsequent amendments or supplemental filings;
• All documents related to the HSR filing (Transaction No. HSR-20250402-0347), the Second Request (File No. 251-0089), and all responsive productions, compliance certifications, and related communications with the FTC's Bureau of Competition and Bureau of Economics; and
• Any documents reflecting Cascade's strategic rationale or business justification for the proposed acquisition, including internal memoranda, strategy presentations, and communications among Cascade's management and board members.
2. CascadeMarket Platform Data and Marketplace Operations. All data, reports, analyses, communications, and other documents relating to the CascadeMarket third-party seller marketplace must be preserved. CascadeMarket was launched on June 1, 2019, and represents a core component of the FTC's competitive analysis. This category includes, without limitation:
• Seller agreements, terms of service, and fee schedules applicable to third-party sellers on the CascadeMarket platform, including the current take rate of 17% and all historical take rate changes;
• All documentation, analyses, and communications relating to take rate decisions, including pricing models, competitive benchmarking, elasticity analyses, and internal discussions regarding take rate changes or contemplated changes;
• Seller onboarding processes, retention analyses, and churn data, including historical trends and projections;
• Active seller counts and historical trends — as of January 31, 2025, CascadeMarket had approximately 42,000 active sellers — and any analyses of seller composition, segmentation, or demographics;
• GMV data, including CascadeMarket's FY2024 GMV of approximately $3.1 billion and CascadeMarket revenue of approximately $527 million for FY2024;
• Platform performance metrics, including transaction volumes, conversion rates, average order values, and customer acquisition costs;
• Algorithm documentation, including all search ranking methodologies, recommendation engines, buy-box algorithms, and advertising and promotional tools available to sellers;
• All data and analyses relating to Cascade's broader e-commerce operations, including the CascadeDirect.com first-party retail platform and the combined e-commerce and marketplace revenue of approximately $9.3 billion for FY2024; and
• Product roadmaps, engineering specifications, and technology development plans for the CascadeMarket platform.
3. Competitive intelligence and Market Analysis. All documents relating to competition in online marketplaces and e-commerce generally must be preserved, given that these materials are directly relevant to the FTC's market definition and competitive effects analysis. This category includes, without limitation:
• Market studies, competitive analyses, white papers, and strategy presentations referencing any marketplace or e-commerce competitor, including but not limited to Vertex Commerce Inc., Nomad Shops LLC, Brevity Social Commerce Inc., Trove Marketplace Inc., and Pinnacle Market Group Inc.;
• Documents analyzing market shares, market definition, or competitive dynamics in marketplace platform services, e-commerce retail, or any related market;
• Industry reports commissioned from or received from third-party research firms, consultants, or industry associations;
• Documents relating to the size and growth of the total U.S. e-commerce market, estimated at approximately $757 billion in GMV for calendar year 2024;
• Win/loss analyses, competitive response documents, and intelligence reports regarding competitor actions, pricing, or product offerings; and
• Any documents in which Cascade employees discuss, analyze, or comment upon the competitive significance of any marketplace platform, the barriers to entry in the marketplace platform space, or the potential competitive effects of consolidation among marketplace platforms.
4. Seller Communications and Relationships. All communications with and documents relating to third-party sellers on the CascadeMarket platform must be preserved. This category includes, without limitation:
• All correspondence and communications with third-party sellers, whether by email, telephone, in-person meetings, portal messages, or any other medium, including complaints, feedback, pricing discussions, contractual negotiations, and service level discussions;
• Seller satisfaction surveys, net promoter score data, and any other metrics or analyses measuring seller experience or satisfaction;
• Communications with or about the Independent Online Sellers Alliance ("IOSA"), whether directly with IOSA representatives or internally among Cascade personnel;
• Data and analyses regarding seller multi-homing behavior — that is, the extent to which sellers active on CascadeMarket also sell on competing platforms, including Pinnacle, Vertex Commerce, Nomad Shops, or other marketplaces — and any documents analyzing the switching costs or barriers faced by sellers in moving between platforms; and
• Seller advisory board materials, meeting notes, and follow-up communications, if any.
5. Integration Planning Documents. All documents relating to the planned post-closing integration of Pinnacle's marketplace operations into Cascade's business must be preserved, as these materials are directly relevant to both the FTC's theories of harm and Cascade's efficiencies defense. This category includes, without limitation:
• All integration planning team materials, including team rosters, meeting agendas, minutes, action items, and presentations;
• Synergy analyses and projections, including Cascade's projected merger-specific efficiencies of approximately $340 million annually by Year 3 post-closing, comprising (i) approximately $195 million in logistics and fulfillment cost savings arising from the integration of Pinnacle's operations into Cascade's 22-warehouse fulfillment network, and (ii) approximately $145 million in technology and platform synergies;
• Operational merger plans, including plans for integrating seller bases, harmonizing platform technology, consolidating fulfillment and logistics operations, and unifying seller terms and fee structures;
• Internal presentations, memoranda, models, or analyses discussing the competitive effects of the merger, including any assessments of how the merger might affect seller take rates, service levels, innovation incentives, or competitive positioning; and
• Any "clean team" or "firewall" protocols established to govern the exchange of competitively sensitive information between Cascade and Pinnacle during the pre-closing integration planning process.
6. Board of Directors and Executive Materials. All documents and communications relating to the Pinnacle acquisition, the FTC investigation, or marketplace strategy that involve Cascade's Board of Directors or senior executive team must be preserved. This category includes, without limitation:
• All minutes, agendas, presentations, resolutions, and materials from meetings of Cascade's Board of Directors and any committees thereof (including the Audit Committee, Compensation Committee, and any special transaction committee) that relate to the Pinnacle acquisition, the FTC investigation, or marketplace strategy;
• Communications among and between members of Cascade's executive team, including but not limited to:
• Margaret "Meg" Thornberry, Chief Executive Officer & Chairwoman of the Board;
• David Ruan, President & Chief Operating Officer;
• Sonia Alvarez-Kirk, Chief Financial Officer;
• Jerome Weston, General Counsel & Corporate Secretary; and
• Patricia "Trish" Delacroix, Senior Vice President, Marketplace & Platform Strategy;
• Strategic planning documents, annual operating plans, long-range plans, and budget presentations that discuss marketplace strategy, competitive positioning, growth initiatives, or the anticipated impact of the Pinnacle acquisition on Cascade's competitive position; and
• Any presentations or memoranda prepared for the Board of Directors or executive team by internal or external advisors regarding the FTC investigation, litigation strategy, or regulatory risk.
7. Financial and Accounting Records. All financial and accounting records relevant to the subject matter of this litigation must be preserved. This category includes, without limitation:
• Cascade's audited and unaudited financial statements, including FY2024 (fiscal year ending January 31, 2025) total revenue of approximately $28.6 billion, together with all segment-level reporting for e-commerce and marketplace operations;
• All workpapers, audit reports, management letters, and communications with Cascade's independent auditor, Aldrich & Warwick CPAs LLP;
• Budgets, forecasts, financial projections, and long-range financial plans relating to CascadeMarket, the CascadeDirect.com platform, and the combined post-merger entity; and
• Any financial analyses prepared in connection with the Pinnacle acquisition, including pro forma financial statements, accretion/dilution analyses, and return-on-investment models.
8. Communications with Regulators, Government Entities, and Third Parties. All communications with government agencies, regulatory bodies, and relevant third parties must be preserved. This category includes, without limitation:
• All communications with the FTC, including the Bureau of Competition and the Bureau of Economics, beyond those already produced in connection with the Second Request compliance process, including all informal communications, telephone calls, emails, and meeting notes;
• Communications with any other federal or state government agencies regarding the proposed transaction, including the U.S. Department of Justice, any state attorneys general, or foreign competition authorities;
• Communications with Pendleton Crier & Associates (Douglas Crier, lead consultant) regarding public messaging strategy, public affairs, or media relations related to the FTC challenge;
• Communications with Arundel Proxy Advisors LLC regarding shareholder advisory matters related to the merger; and
• Communications with Veltrano Transfer Services Inc. relating to shareholder records, share transfer, or other administrative matters connected to the merger.
9. Public Statements and External Communications. All public statements and external communications by or on behalf of Cascade relating to the transaction, marketplace operations, or competitive positioning must be preserved. This category includes, without limitation:
• Press releases, media advisories, and public statements issued by Cascade or its public relations advisors;
• Earnings call transcripts, including quarterly and annual earnings calls for FY2024 and FY2025 to date;
• Investor presentations, analyst day materials, and shareholder letters;
• Analyst reports prepared by sell-side or buy-side analysts that were distributed to or reviewed by Cascade personnel; and
• Social media posts by or on behalf of Cascade on all corporate social media accounts, as well as any posts by individual executives in their official capacity, relating to the transaction, marketplace operations, or competitive positioning.
V. Identification of Key Custodians
A. Primary Custodians
The following individuals and groups are hereby designated as primary custodians whose documents and ESI must be preserved in their entirety. For these custodians, the obligation extends to all documents and ESI in their possession, custody, or control, including documents stored on corporate systems, personal devices used for business purposes, personal email accounts used for business communications, and paper files:
1. Margaret "Meg" Thornberry — Chief Executive Officer & Chairwoman of the Board
2. David Ruan — President & Chief Operating Officer
3. Sonia Alvarez-Kirk — Chief Financial Officer
4. Jerome Weston — General Counsel & Corporate Secretary
5. Patricia "Trish" Delacroix — Senior Vice President, Marketplace & Platform Strategy
6. All members of Cascade's Board of Directors, in their capacity as directors and with respect to all board-related communications and materials
7. All members of the Pinnacle acquisition integration planning team, as identified by Patricia Delacroix and David Ruan
8. All members of the CascadeMarket operations leadership team, including directors and vice presidents with responsibility for marketplace operations, seller relations, product management, platform engineering, and marketplace analytics
9. Any Cascade personnel who communicated directly with the FTC or who participated in the preparation, review, or production of documents in connection with the Second Request (File No. 251-0089)
B. Additional Custodians
Calderwood & Harkness will work closely with Jerome Weston and Patricia Delacroix in the coming days to identify additional custodians whose documents and ESI must be preserved. We anticipate that additional custodians will be identified among the following functional groups, though this list is not exhaustive:
• Mid-level managers and directors in marketplace operations and seller relations;
• Product management and engineering personnel responsible for the CascadeMarket platform;
• Finance personnel responsible for marketplace financial reporting, budgeting, and forecasting;
• Corporate development personnel involved in the evaluation, negotiation, or planning of the Pinnacle acquisition;
• Corporate communications and public relations personnel responsible for external messaging regarding the transaction or the FTC proceedings; and
• Any other employees or contractors who possess documents or ESI that may be relevant to the litigation.
Any employee who learns or believes that they possess potentially relevant documents or ESI — even if they are not identified as a custodian — should immediately notify Jerome Weston. It is far better to over-preserve than to risk the destruction of potentially relevant materials.
VI. Preservation Instructions
A. Suspension of Routine Destruction Policies
Effective immediately, Cascade must suspend all routine document retention and destruction policies, auto-delete functions, and recycling programs as they apply to any documents and ESI within the scope of this litigation hold. This directive applies company-wide and without exception. Specifically:
• All automatic purging, expiration, or deletion of email messages for identified custodians must be disabled immediately. This includes any "auto-archive" or "auto-delete" settings configured in Cascade's email system (including Strathmore Data Systems, Ridgeline Services Inc., Northgate Software, or any other email platform used by the Company);
• All automatic purging or deletion of Meridian Solutions messages, Northgate Data Systems messages, or messages on any other internal messaging or collaboration platform must be disabled for all identified custodians and for all channels, workspaces, or groups in which identified custodians are participants;
• All backup tapes, backup media, or archived data that are scheduled for overwriting, recycling, or destruction must be immediately segregated and preserved pending further instruction from Calderwood & Harkness; and
• No paper files, notebooks, or other physical documents within the scope of this hold may be discarded, shredded, recycled, or removed from Cascade's premises without prior written approval from Jerome Weston and Calderwood & Harkness.
B. Affirmative Steps Required
In addition to suspending routine destruction, Cascade must take the following affirmative steps to ensure compliance with this litigation hold:
1. Notification. Jerome Weston and Patricia Delacroix must promptly distribute this litigation hold notice — or a version of it tailored for internal distribution, as reviewed and approved by Calderwood & Harkness — to all identified custodians and to the head of Cascade's Information Technology department. Distribution should be made by email with read-receipt confirmation, and a hard copy should be provided to each custodian as well. The notice should be distributed no later than July 3, 2025.
2. Acknowledgment. Each custodian must sign and return a written acknowledgment confirming receipt and understanding of the litigation hold. A form of acknowledgment is attached to this memorandum as Attachment A. Signed acknowledgments must be returned to Jerome Weston within five (5) business days of receipt of the litigation hold notice. Jerome Weston should maintain a log of all acknowledgments received and promptly notify Calderwood & Harkness of any custodians who fail to return their acknowledgments within the prescribed timeframe.
3. IT Coordination. Cascade's Information Technology department must take affirmative, technical steps to preserve all ESI on corporate servers, email systems, cloud platforms, collaboration tools, and databases. These steps should include, at a minimum: (i) implementing technical holds on the deletion or modification of data for all identified custodians; (ii) ensuring that automated retention policies do not result in the destruction of any in-scope data; (iii) preserving current backup tapes and archived data; (iv) documenting all preservation actions taken, including the date, time, and nature of each action; and (v) designating a single point of contact within the IT department to coordinate with Calderwood & Harkness on all preservation-related matters.
4. Personal Devices. Custodians who have used personal devices — including personal smartphones, tablets, personal laptops, or personal email accounts (such as Northgate Software, Northpoint Solutions, or Meridian Systems Mail) — for Company business must preserve all business-related data on those devices. Custodians should not delete any text messages, emails, app-based messages, photographs, or other data from personal devices that may relate to the subject matter of the litigation. Calderwood & Harkness will work with the Company to implement appropriate collection procedures for relevant data on personal devices while minimizing intrusion into personal, non-business-related information.
5. Departing Employees. If any custodian separates from Cascade's employment during the pendency of this litigation hold — whether through resignation, termination, retirement, or any other reason — the departing custodian's documents, devices, and accounts must be preserved in full before departure. Under no circumstances should a departing custodian's laptop, mobile device, email account, or network home directory be wiped, reformatted, reassigned, or destroyed without the prior written approval of Jerome Weston and Calderwood & Harkness. Jerome Weston should be notified immediately upon learning that any custodian intends to separate from the Company, so that appropriate preservation steps can be taken before departure.
6. Periodic Reminders. Calderwood & Harkness strongly recommends that Cascade issue quarterly reminder notices to all custodians to reinforce the obligations imposed by this litigation hold and to ensure ongoing compliance. The first reminder should be issued no later than September 30, 2025. Additionally, any time new custodians are identified or the scope of the hold is expanded, updated notices should be distributed promptly.
C. Handling of Privileged Communications
Documents reflecting attorney-client privileged communications or materials protected as attorney work product must be preserved in full compliance with this litigation hold, but such documents should be segregated and flagged for review by Jerome Weston and Calderwood & Harkness before any production to the FTC, intervenors, or any other party.
Communications between Cascade personnel and Calderwood & Harkness LLP, Harmon Ridgeway & Strauss LLP, or Cascade's in-house legal department are presumptively protected by the attorney-client privilege and/or the work product doctrine. These communications must not be produced to anyone outside the legal team — including the FTC, Galloway & Peck LLP, or any other party — without prior authorization from Calderwood & Harkness. If any custodian is uncertain whether a particular communication is privileged, the custodian should err on the side of treating the communication as privileged and flagging it for review.
VII. Coordination with Co-Defendant Pinnacle Market Group Inc.
As the Company is aware, Pinnacle is also a named respondent in the FTC administrative proceeding and a co-defendant in the district court action. Pinnacle is represented in this matter by Whitfield, Greer & Tanaka LLP, with offices in Austin, Texas, with Diana Whitfield serving as lead partner.
A Joint Defense and Common Interest Agreement between Cascade and Pinnacle is currently being finalized. This agreement will establish a framework for the sharing of litigation strategy, work product, and privileged communications between the two parties and their respective counsel, while preserving the confidentiality and privilege of all shared materials. Calderwood & Harkness anticipates that the Joint Defense Agreement will be fully executed within the next two weeks.
It is important to emphasize that Cascade's preservation obligations are independent of and run parallel to Pinnacle's own obligations. The existence of a joint defense arrangement does not relieve Cascade of any duty to preserve documents or ESI within its own possession, custody, or control. Any shared documents or communications between Cascade and Pinnacle that fall within the scope of the joint defense agreement — including materials shared in anticipation of the joint defense arrangement, even before its formal execution — should be preserved and flagged accordingly, with appropriate notations regarding their joint-defense status.
VIII. Consequences of Non-Compliance
Calderwood & Harkness wishes to impress upon all custodians and Company personnel the gravity of the obligations imposed by this litigation hold. Failure to comply may result in serious and potentially irreversible consequences for the Company and its defense in this litigation.
Court-Imposed Sanctions. Under Federal Rule of Civil Procedure 37(e) and applicable case law, a court may impose a range of sanctions for the failure to preserve ESI, including but not limited to: (i) ordering additional discovery measures at the spoliating party's expense; (ii) imposing adverse inference instructions, which would allow the finder of fact to presume that the destroyed evidence was unfavorable to Cascade; (iii) imposing monetary penalties; (iv) precluding the spoliating party from introducing certain evidence; and (v) in extreme cases, entering default judgment or other case-dispositive relief.
Spoliation Findings. Individual custodians who fail to preserve documents or ESI in their possession, custody, or control may expose Cascade to spoliation findings by the court or the Commission. Such findings could fundamentally undermine Cascade's ability to defend against the FTC's claims, both in the district court preliminary injunction proceeding (with the evidentiary hearing scheduled for September 8, 2025) and in the FTC administrative proceeding (Docket No. 9438).
Administrative Consequences. In addition to judicial sanctions, the FTC possesses broad remedial authority in administrative proceedings, including the power to draw adverse inferences, impose civil penalties for obstruction, and refer matters for criminal prosecution in cases involving willful destruction of evidence.
Internal Discipline. Cascade should make clear to all custodians that failure to comply with this litigation hold will be treated as a serious breach of Company policy and may result in disciplinary action, up to and including termination of employment.
IX. Duration of the Hold
This litigation hold remains in effect until Calderwood & Harkness issues a formal written release. No oral representation or informal communication — whether from Calderwood & Harkness, Jerome Weston, or any other person — shall be construed as a release of this hold. Only a written notice, expressly stating that the hold has been lifted, executed by a partner of Calderwood & Harkness, shall constitute a valid release.
The hold applies to both the district court proceeding (Case No. 2:25-cv-01087-RAJ, W.D. Wash.) and the FTC administrative proceeding (Docket No. 9438), and will remain in place until both proceedings are fully and finally resolved, including the exhaustion of all appeals. The hold also extends to any related proceedings, investigations, or actions that may arise in connection with the proposed Cascade-Pinnacle transaction.
No documents within the scope of this hold may be destroyed, deleted, altered, modified, or discarded without express written authorization from Calderwood & Harkness. If any custodian or Company personnel becomes aware of any circumstance in which in-scope documents or ESI are at risk of loss, destruction, or degradation — whether through hardware failure, software malfunction, employee misconduct, or any other cause — they must immediately notify Jerome Weston and Calderwood & Harkness so that appropriate remedial steps can be taken.
X. Point of Contact
All questions regarding this litigation hold — including questions about the scope of the hold, the identification of documents or ESI that may be within scope, the proper handling of potentially privileged materials, and any other preservation-related issues — should be directed to:
Elliot Nguyen Lead Associate, Antitrust & Competition Practice Group Calderwood & Harkness LLP 1401 K Street NW, Suite 1200 Washington, D.C. 20005 Telephone: (202) 555-4100
Email: e.nguyen@calderwoodharkness.com
Jerome Weston General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 2200 Westlake Avenue North, Suite 3400 Seattle, WA 98109 Telephone: (206) 555-8200
Email: jweston@cascaderh.com
Elliot Nguyen will serve as the primary Calderwood & Harkness contact for all preservation-related issues and will coordinate with Jerome Weston and Cascade's IT department to ensure that all preservation obligations are met. For matters requiring escalation, Howard Bellamy (Responsible Partner) and Elaine Forsythe (Billing Partner) at Calderwood & Harkness are available to address any concerns.
We urge all recipients of this memorandum to review it carefully and to contact either of the undersigned immediately if they have any questions or concerns. Time is of the essence, and prompt action is required to ensure full compliance with Cascade's preservation obligations.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Elliot Nguyen Lead Associate Antitrust & Competition Practice Group 1401 K Street NW, Suite 1200 Washington, D.C. 20005 Matter No. 1038-00001
cc: Howard Bellamy, Responsible Partner, Calderwood & Harkness LLP Elaine Forsythe, Billing Partner, Calderwood & Harkness LLP Aaron Liu, Working Associate, Calderwood & Harkness LLP
ATTACHMENT A
CUSTODIAN ACKNOWLEDGMENT FORM
Litigation Hold — *Federal Trade Commission v. Cascade Retail Holdings Inc. et al. Case No. 2:25-cv-01087-RAJ (W.D. Wash.) FTC Docket No. 9438 Calderwood & Harkness Matter No. 1038-00001*
I, the undersigned, hereby acknowledge and confirm the following:
1. Receipt. I have received and read the Litigation Hold Memorandum dated June 30, 2025, prepared by Calderwood & Harkness LLP in connection with Federal Trade Commission v. Cascade Retail Holdings Inc. et al., Case No. 2:25-cv-01087-RAJ (W.D. Wash.), and FTC Docket No. 9438.
2. Understanding. I understand my obligation to preserve all documents and electronically stored information ("ESI") within the scope of the litigation hold, as described in the Memorandum, including documents and ESI in my possession, custody, or control on corporate systems, personal devices, personal email accounts, and in paper form.
3. Non-Destruction. I agree not to destroy, delete, alter, modify, or discard any documents or ESI that are or may be potentially relevant to the claims or defenses in this litigation, regardless of whether such destruction would otherwise be permitted under Cascade Retail Holdings Inc.'s routine document retention policies.
4. Notification. I agree to notify Jerome Weston, General Counsel & Corporate Secretary of Cascade Retail Holdings Inc., promptly if I become aware of any documents or data at risk of loss, destruction, or degradation, or if I identify additional documents or ESI that may fall within the scope of the litigation hold.
5. Ongoing Obligation. I understand that this litigation hold remains in effect until I receive a formal written release from Calderwood & Harkness LLP, and that my preservation obligations are ongoing and continuous.
________________________________________
Signature
________________________________________
Printed Name
________________________________________
Title
________________________________________
Date
Return Instructions: Please sign this Acknowledgment Form and return it to Jerome Weston, General Counsel & Corporate Secretary, Cascade Retail Holdings Inc., 2200 Westlake Avenue North, Suite 3400, Seattle, WA 98109, or via email to jweston@cascaderh.com, within five (5) business days of receipt. A copy should also be sent to Elliot Nguyen, Calderwood & Harkness LLP, at e.nguyen@calderwoodharkness.com.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This memorandum and all attachments hereto are protected by the attorney-client privilege and the work product doctrine. This communication is intended solely for the use of the individuals to whom it is addressed and contains information that is confidential and privileged. Any unauthorized review, use, disclosure, or distribution of this memorandum is strictly prohibited. If you have received this memorandum in error, please contact Elliot Nguyen at Calderwood & Harkness LLP immediately and destroy all copies.
Platform | Market Share (GMV)
Vertex Commerce Inc. | 35.7%
Pinnacle Market Group Inc. | 30.1%
Nomad Shops LLC | 14.6%
Cascade (CascadeMarket) | 8.2%
All Others | 11.4%
Combined Cascade/Pinnacle | 38.3%

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

MEMORANDUM

CALDERWOOD & HARKNESS LLP

ATTACHMENT A

CUSTODIAN ACKNOWLEDGMENT FORM

Record

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