1038-00003 · Client 1038 · Engagement

engagement-letter-crh-shelf-registration.docx DOCUMENT Capital Markets

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Attorneys at Law 1501 Fourth Avenue, Suite 4800 Seattle, WA 98101 Telephone: (206) 555-7200 Facsimile: (206) 555-7201 www.calderwoodharkness.com

April 9, 2026

Ms. Diane Kowalski Executive Vice President, General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004

Re: Engagement of Calderwood & Harkness LLP as Issuer's Counsel — Universal Shelf Registration Statement on Form S-3 Matter Number: 1038-00003

Dear Ms. Kowalski:

1. Engagement and Scope of Representation

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Cascade Retail Holdings Inc. ("Cascade," "CRH," or the "Company"), a Delaware corporation publicly traded on The Nasdaq Stock Market LLC under the ticker symbol CRHI, as issuer's counsel in connection with the preparation and filing of a new universal shelf registration statement on Form S-3 (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC"). This engagement letter (this "Letter") sets forth the terms and conditions of our representation of the Company in connection with this matter.

The Registration Statement will cover the offering, issuance, and sale from time to time, in one or more offerings, of up to $3,000,000,000 (three billion dollars) in aggregate offering amount of the following securities of the Company, in any combination: (i) shares of common stock, par value $0.01 per share; (ii) shares of preferred stock, par value $0.01 per share, in one or more series; (iii) debt securities, which may be senior debt securities or subordinated debt securities, in one or more series; (iv) depositary shares, each representing a fractional interest in a share of preferred stock; (v) warrants to purchase common stock, preferred stock, debt securities, or other securities of the Company; (vi) subscription rights to purchase common stock, preferred stock, debt securities, or other securities of the Company; (vii) purchase contracts obligating holders to purchase from the Company, and obligating the Company to sell to holders, common stock, preferred stock, debt securities, or other securities of the Company; and (viii) units consisting of any combination of the foregoing securities.

We note that the Company qualifies as a "well-known seasoned issuer" ("WKSI") under Rule 405 of the Securities Act of 1933, as amended (the "Securities Act"), and accordingly the Registration Statement is expected to become effective automatically upon filing with the SEC, without review by the SEC staff prior to effectiveness. The Company's WKSI status will be confirmed as part of our preliminary diligence review, and the Firm will advise the Company promptly if any issue arises with respect to the Company's eligibility for WKSI status or the use of Form S-3 generally.

We understand that the new shelf registration is intended to replace the Company's existing universal shelf registration statement on Form S-3 (File No. 333-248710), which was originally filed with the SEC on June 12, 2023, became effective on June 28, 2023, and will expire by its terms on June 28, 2026, pursuant to Rule 415(a)(5) under the Securities Act. The filing of the new Registration Statement is being undertaken in advance of such expiration to ensure continuity of the Company's capital markets access.

For the avoidance of doubt, and for purposes of reference throughout this Letter, the Company's principal executive offices are located at 4200 Harbor Boulevard, Suite 1100, Bellevue, Washington 98004. The Company is a corporation organized and existing under the laws of the State of Delaware; the Company's Employer Identification Number (EIN) is 91-2074583; and the Company's Central Index Key (CIK) number with the SEC is 0001287450.

1.1 Specific Services

The scope of our engagement encompasses the following specific services, each of which is described in greater detail below:

(a) Conducting preliminary legal diligence on the Company's corporate organization, authorized and outstanding capital stock, outstanding securities (including options, warrants, restricted stock units, and other derivative securities), prior SEC filings (including the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2026, and all subsequent periodic and current reports), material contracts (including any credit facilities, indentures, and material commercial agreements), and other matters relevant to the preparation and filing of the Registration Statement.

(b) Analyzing the Company's eligibility to use Form S-3 under the Securities Act, including the Company's satisfaction of the registrant requirements set forth in General Instruction I.A of Form S-3, as well as the transaction requirements set forth in General Instruction I.B thereof, and confirming the Company's status as a WKSI under Rule 405 of the Securities Act.

(c) Reviewing the Company's Restated Certificate of Incorporation, as amended (Delaware File Number 3487201), the Company's Third Amended and Restated Bylaws, and all related organizational documents, including any certificates of designation relating to outstanding or authorized series of preferred stock, in order to confirm proper authorization and issuance of the securities to be registered.

(d) Preparing and drafting the Registration Statement, including the base prospectus contained therein, and all related exhibits, including but not limited to the form of underwriting agreement (for firm commitment underwritten offerings), the form of senior indenture, the form of subordinated indenture, the form of any warrant agreement, the form of any rights agreement, the form of any purchase contract agreement, the form of any unit agreement, and other ancillary documents as may be necessary or appropriate.

(e) Preparing draft prospectus supplements for anticipated takedown offerings from the shelf, including, without limitation, any prospectus supplement and related documentation for an at-the-market (ATM) equity offering program pursuant to Rule 415(a)(4) under the Securities Act, and prospectus supplements for potential debt offerings, in each case in form suitable for subsequent finalization in connection with specific takedown offerings.

(f) Preparing draft resolutions of the Board of Directors of the Company (or a duly authorized committee thereof) authorizing the filing of the Registration Statement with the SEC, delegating to senior management and/or a pricing committee the authority to determine the terms and conditions of specific takedown offerings, and taking such other corporate action as may be necessary or appropriate in connection with the matters contemplated hereby.

(g) Preparing the secretary's certificate, incumbency certificate, and other customary closing documents to be delivered in connection with the filing and effectiveness of the Registration Statement.

(h) Coordinating with the Company's independent registered public accounting firm, Granville & Hooper LLP, regarding the delivery of any comfort letters, accountant's consents, and any review of financial information to be incorporated by reference into the Registration Statement and base prospectus.

(i) Coordinating with the Company's transfer agent and registrar, Meridian Trust Company, N.A., regarding the issuance of securities to be registered under the Registration Statement and related transfer agency and registrar matters.

(j) Coordinating with the anticipated underwriters and their counsel in connection with the shelf filing, including Redmond Zanthor & Co. LLC, as anticipated lead book-running manager, and Pinnacle Bancorp Securities LLC, as anticipated co-manager, as well as Hargrove & Lassiter LLP, as anticipated underwriters' counsel, in each case with respect to the form and content of the Registration Statement, the base prospectus, and related documentation.

(k) Filing the Registration Statement with the SEC via the EDGAR electronic filing system (or causing the same to be filed through the Company's EDGAR filing agent) and, to the extent applicable, handling any SEC staff comment process, including the preparation and filing of any amendments or supplements to the Registration Statement or base prospectus in response to SEC staff comments, and correspondence with the SEC staff.

(l) Rendering the legal opinion of issuer's counsel, to be filed as Exhibit 5.1 to the Registration Statement, as to the valid issuance, binding nature, and, as applicable, due authorization of the securities to be offered under the Registration Statement, in customary form for a WKSI shelf registration statement.

(m) Advising the Company on ongoing shelf maintenance and compliance obligations following effectiveness of the Registration Statement, including periodic updating requirements, post-effective amendment requirements, and any matters arising under Rule 401(g), Rule 415, or other applicable provisions of the Securities Act and the rules and regulations thereunder.

1.2 Limitations on Scope

The scope of this engagement is limited to the services described in Section 1.1 above, through and including the effectiveness of the Registration Statement. Our representation in connection with specific takedown offerings from the shelf — including, without limitation, the negotiation and execution of underwriting agreements or distribution agreements, the preparation and filing of final prospectus supplements, the delivery of bring-down opinions, negative assurance letters, and other closing deliverables, and attendance at closings — will be treated as separate matters, subject to separate engagement terms, fee arrangements, and, if appropriate, amendments or supplements to this Letter. We will discuss the terms of any such separate engagements with you in advance of undertaking any such work.

This engagement does not include the provision of advice on tax matters (including federal, state, local, or foreign tax consequences of the offering or sale of securities), employee benefit or ERISA matters, foreign law matters (including, without limitation, Canadian law or other foreign law applicable to Cascade Retail Canada ULC or any other non-U.S. subsidiary of the Company), environmental matters, intellectual property matters, or any litigation, arbitration, or regulatory investigation or enforcement proceedings involving the Company or any of its subsidiaries or affiliates. Should the Company require advice in any of these areas, we would be pleased to discuss referring the Company to appropriate specialists within or outside the Firm.

Additionally, for the avoidance of doubt, the Firm does not serve as underwriters' counsel in connection with this engagement or any offering under the Registration Statement. As noted above, Hargrove & Lassiter LLP is anticipated to serve as counsel to the underwriters. The Firm's duties and obligations under this engagement run solely to the Company as issuer.

2. Engagement Team

The following attorneys will serve as the primary engagement team for this matter:

Robert Adeyemi — Responsible Partner, Capital Markets Group. Mr. Adeyemi will serve as the relationship partner for this engagement and will have overall responsibility for the quality and direction of the Firm's work product. Mr. Adeyemi has extensive experience representing issuers and underwriters in public and private capital markets transactions, including universal shelf registration statements, initial public offerings, investment-grade and high-yield debt offerings, and at-the-market equity programs.

Jennifer Kwon — Billing Partner, Capital Markets Group. Ms. Kwon will oversee billing, budgeting, and administrative matters related to this engagement. Ms. Kwon is also a seasoned capital markets practitioner and may provide substantive legal services on the matter as needed.

Eric Johannsen — Lead Associate, Capital Markets Group. Mr. Johannsen will serve as the primary day-to-day associate responsible for the preparation and drafting of the Registration Statement, base prospectus, and related documentation, and will coordinate directly with the Company's in-house legal team and other transaction participants.

Claire Dempsey — Working Associate, Capital Markets Group. Ms. Dempsey will assist Mr. Johannsen with drafting, diligence, and other aspects of the engagement.

Additional attorneys and professional staff, including paralegals, research analysts, and members of the Firm's document production and EDGAR filing teams, may be assigned to the matter from time to time as the needs of the engagement require. The Firm will endeavor to notify the Company of any material changes in the composition of the engagement team, including the assignment of any new attorney who is expected to perform a significant amount of work on the matter.

Day-to-day communications regarding substantive legal matters should be directed to Robert Adeyemi (radeyemi@calderwoodharkness.com; (206) 555-7218) and Eric Johannsen (ejohannsen@calderwoodharkness.com; (206) 555-7234). All billing inquiries should be directed to Jennifer Kwon (jkwon@calderwoodharkness.com; (206) 555-7225).

3. Fees and Billing Arrangements

3.1 Hourly Rates

The Firm will bill for professional services rendered in connection with this engagement on an hourly basis at the Firm's standard 2026 rates applicable to the members of the engagement team, as follows:

The hourly rates for any other attorneys, paralegals, or professional staff members who may work on the matter from time to time will be billed at their standard 2026 hourly rates, which range from $425 per hour for junior paralegals to $1,850 per hour for senior partners, depending on the individual's experience and seniority. The applicable rates for any such additional professionals will be communicated to the Company upon request.

The Firm's standard hourly rates are reviewed and, if appropriate, adjusted on an annual basis, typically effective January 1 of each year. Any rate increase that may become effective during the term of this engagement will be communicated to the Company in writing in advance of such increase. The rates set forth above will remain in effect through December 31, 2026.

3.2 Preliminary Fee Estimate

Based on the anticipated scope of work described in Section 1.1 above, from the commencement of this engagement through the effectiveness of the Registration Statement with the SEC, the Firm's preliminary estimate of professional fees for this matter is $275,000 to $350,000. This estimate reflects the Firm's current understanding of the scope and complexity of the engagement, including the assumption that the Registration Statement will become automatically effective upon filing (given the Company's anticipated WKSI status) and that the SEC staff will not issue substantive comments requiring significant revision of the Registration Statement or the base prospectus.

This estimate is provided solely for the Company's internal budgeting purposes and does not constitute a cap, fixed fee, guaranteed maximum, or other limitation on the fees that the Company may be obligated to pay for the Firm's services under this engagement. Actual fees may be higher or lower than the estimate depending on a number of factors, including but not limited to: the complexity of diligence findings; the extent and nature of any SEC staff comments on the Registration Statement (if any, notwithstanding the expected automatic effectiveness); the number, complexity, and extent of revisions to prospectus supplement drafts; the scope of coordination required with underwriters, underwriters' counsel, the Company's independent registered public accounting firm, the Company's transfer agent and registrar, and other transaction participants; and any changes in the scope of the engagement agreed upon by the Firm and the Company. The Firm will endeavor to keep the Company informed of the status of fees relative to the estimate as the engagement progresses and will promptly notify the Company if it appears that actual fees are likely to materially exceed the upper end of the estimated range.

The foregoing fee estimate is exclusive of the following costs and expenses, which are the responsibility of the Company:

(i) SEC registration fees in connection with the filing of the Registration Statement, currently estimated at approximately $459,300.00 based on the aggregate offering amount of $3,000,000,000 and the current SEC fee rate of $153.10 per $1,000,000 of securities registered (as set forth in SEC Fee Rate Advisory No. 2 for Fiscal Year 2026, effective October 1, 2025, subject to adjustment);

(ii) Printing and typesetting costs associated with the preparation and production of the Registration Statement, base prospectus, and any prospectus supplements;

(iii) EDGAR filing agent fees charged by the Company's filing agent in connection with the electronic filing of the Registration Statement and related documents with the SEC; and

(iv) Other disbursements and out-of-pocket expenses as described in Section 3.3 below.

3.3 Disbursements and Expenses

In addition to the professional fees described above, the Company will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses may include, without limitation, the following: travel expenses (including airfare, hotel, ground transportation, and meals) incurred in connection with travel necessary for the engagement; courier and overnight delivery charges; long-distance telephone and teleconference charges; charges for computerized legal research services (including Westmark Data Systems, Calderon Systems, and other electronic research databases); photocopying and document reproduction charges; filing fees (other than SEC registration fees described above); postage; and other similar costs customarily incurred in connection with engagements of this nature.

All disbursements and expenses will be separately itemized on each monthly invoice and will be supported by reasonable documentation upon request by the Company.

3.4 Billing and Payment Terms

The Firm will render invoices on a monthly basis, reflecting professional fees and disbursements incurred during the preceding calendar month. Each invoice will include, for each attorney and professional staff member who performed services during the billing period, the name and title of the individual, the number of hours worked, the applicable hourly rate, a description of the services rendered (in reasonable detail), and the total fees for that individual for the period. Disbursements will be separately identified and itemized.

All invoices are due and payable within thirty (30) days of the invoice date. The Firm reserves the right to charge interest on any amounts not paid within such 30-day period at the rate of one percent (1.0%) per month (twelve percent (12.0%) per annum), or the maximum rate permitted by applicable law, whichever is less. The Firm's internal Billing Partner Code for this matter is JKW-2026-0406.

The Company's designated contact for billing inquiries and invoice-related matters is Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary, or her designee. The Company should direct any questions or disputes regarding invoices to Jennifer Kwon at the contact information provided in Section 2 above.

4. Client Responsibilities

The Company agrees to cooperate fully with the Firm in connection with this engagement by providing timely access to all documents, records, information, and personnel reasonably necessary for the Firm to perform its services hereunder. The Company acknowledges that the Firm's ability to meet deadlines and to provide effective representation depends in significant part on the Company's timely cooperation and responsiveness.

The following individuals have been designated as the Company's key in-house contacts for this engagement:

Diane Kowalski — Executive Vice President, General Counsel & Corporate Secretary. Ms. Kowalski will serve as the Company's primary senior contact for the engagement and will have authority to provide instructions and approvals on behalf of the Company with respect to the matters covered by this Letter.

Marcus Cheng — Senior Vice President, Chief Financial Officer. Mr. Cheng will serve as the primary contact for financial matters, including coordination with Granville & Hooper LLP regarding accounting and financial reporting matters relevant to the Registration Statement.

Anya Petrova — Vice President, Deputy General Counsel — Securities & Corporate Governance. Ms. Petrova will serve as the primary day-to-day in-house legal contact for the engagement and will coordinate directly with the Firm's engagement team on drafting, diligence, and SEC filing matters.

Thomas Briggs — Vice President, Treasury & Capital Markets. Mr. Briggs will serve as the primary contact for capital structure, treasury, and capital markets-related matters, including coordination with the anticipated underwriters.

The Company will be responsible for the accuracy and completeness of all factual information provided to the Firm in connection with this engagement and incorporated into or reflected in the Registration Statement, base prospectus, and related documents. The Firm will rely on the accuracy of such information and is not undertaking, and shall not be responsible for, an independent verification of any factual information provided by the Company, except to the extent that such verification is within the customary scope of legal diligence for a transaction of this nature.

The Company will promptly notify the Firm of any material developments, events, or changes in circumstances that could affect the Registration Statement, the Company's eligibility to use Form S-3, or the Company's WKSI status, including but not limited to any restatement of financial statements, any change in the Company's independent registered public accounting firm, any material litigation or regulatory investigation, any material change in the Company's business or financial condition, or any event that would require the filing of a Current Report on Form 8-K.

5. Conflicts of Interest

The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the applicable rules of professional conduct, including the Washington Rules of Professional Conduct and any other rules applicable to the Firm's representation of the Company. Based on the results of that check, the Firm confirms that, as of the date of this Letter, it is not aware of any conflict of interest that would prevent it from undertaking this engagement or that would require the Company's informed consent as a condition to such engagement.

Specifically, the Firm has confirmed that it does not currently represent any of the following entities in any matter adverse to the Company: Redmond Zanthor & Co. LLC; Pinnacle Bancorp Securities LLC; Hargrove & Lassiter LLP; Granville & Hooper LLP; Meridian Trust Company, N.A.; Clearfield Rating Services Inc.; Atlas Rating Group LLC; or Northgate Capital Bank, N.A. The Firm may, however, represent one or more of these entities in matters that are unrelated to this engagement and that are not adverse to the interests of the Company.

The Company acknowledges that C&H is a large law firm with multiple offices and practice groups, and that the Firm currently represents, and may in the future undertake the representation of, other clients whose interests may be or may become adverse to those of the Company in matters unrelated to this engagement. By executing this Letter, the Company consents to the Firm's representation of other clients in matters that are not substantially related to this engagement and that are not directly adverse to the Company in connection with the specific matters covered by this Letter. The Firm will not, however, accept any engagement that is directly adverse to the Company in a matter that is substantially related to this engagement without first obtaining the Company's prior written consent, which may be withheld in the Company's sole discretion.

If an actual conflict of interest arises during the course of this engagement that cannot be resolved through appropriate measures consistent with the applicable rules of professional conduct, the Firm will promptly notify the Company and will take such steps as may be required, including, if necessary, withdrawal from the engagement in accordance with Section 8 of this Letter.

6. Confidentiality

The Firm will maintain the confidentiality of all non-public information received from the Company or on the Company's behalf in connection with this engagement, in accordance with the Firm's professional obligations under the applicable rules of professional conduct and all applicable laws and regulations. The Firm will not disclose any such confidential information to any third party without the Company's prior written consent, except as may be required by law, court order, or the rules of professional conduct, or as may be necessary in connection with the performance of the Firm's services under this engagement (for example, in connection with discussions with the SEC staff, the Company's independent registered public accounting firm, the Company's transfer agent, and the anticipated underwriters and their counsel, in each case with respect to matters relating to the Registration Statement).

The Company acknowledges that certain information provided to the Firm may be required to be disclosed in the Registration Statement, the base prospectus, and related SEC filings in order to comply with applicable securities laws and regulations, including the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder. The Company authorizes the Firm to include or facilitate the inclusion of such information in such filings as may be required by applicable law.

The Firm's obligations of confidentiality as described in this Section 6 shall survive the termination of this engagement, regardless of the reason for such termination, and shall continue for so long as the information remains non-public and confidential.

7. Document Retention

The Firm will retain all engagement files, including correspondence, memoranda, drafts, work product, and other documents created or received in connection with this engagement, in accordance with the Firm's standard document retention policies. The Firm's current policy is to retain closed engagement files for a period of ten (10) years from the date of closure of the matter, after which time such files may be destroyed in accordance with the Firm's standard procedures, unless the Company has requested in writing that the files be returned or otherwise preserved.

Upon conclusion of this engagement, the Firm will, at the Company's written request, return to the Company any original documents that the Company provided to the Firm in connection with the engagement. The Company acknowledges that the Firm may retain copies of such documents, as well as the Firm's own work product, internal memoranda, and attorney notes, in its files as permitted by the applicable rules of professional conduct. The cost of copying and transmitting any documents to the Company upon request shall be borne by the Company.

8. Termination

Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the case of termination by the Company, such notice shall be directed to Robert Adeyemi at the address set forth in the Firm's letterhead above. In the case of termination by the Firm, such notice shall be directed to Diane Kowalski at the Company's address set forth above.

Upon termination of this engagement, the Company will remain obligated to pay for all professional services rendered and all expenses incurred by the Firm through the effective date of termination, in accordance with the fee arrangements described in Section 3 of this Letter. The Firm will render a final invoice promptly following the effective date of termination, and such invoice shall be due and payable in accordance with the terms set forth in Section 3.4.

The Firm's obligation to provide legal services to the Company in connection with this engagement will cease upon the effective date of termination, subject to the Firm's professional obligations under the applicable rules of professional conduct to take reasonable steps to protect the Company's interests upon withdrawal from representation. Such steps may include providing the Company with reasonable advance notice of the Firm's withdrawal, cooperating in the orderly transition of the matter to successor counsel, and delivering to the Company or its successor counsel all documents and work product to which the Company is entitled.

9. Limitation of Liability

To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company arising out of or relating to this engagement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of professional fees actually paid by the Company to the Firm for services rendered in connection with this engagement. This limitation of liability applies to any and all claims, losses, damages, and expenses of every kind and nature, whether direct or indirect.

In no event shall the Firm be liable to the Company for any consequential, incidental, indirect, special, punitive, or exemplary damages, including but not limited to lost profits, lost revenue, loss of business opportunity, diminution in value, or damage to reputation, arising out of or in connection with this engagement, even if the Firm has been advised of the possibility of such damages.

Nothing in this Section 9 shall be construed to limit or modify the Firm's professional obligations under the applicable rules of professional conduct or to waive any rights or defenses available to the Company under applicable law that cannot be waived by contract.

10. Governing Law and Dispute Resolution

This Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would require the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Letter, the Firm's engagement by the Company, or the services provided hereunder, including any dispute regarding the interpretation, breach, termination, or validity of this Letter, shall be resolved exclusively by final and binding arbitration administered in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in Seattle, Washington, before a single arbitrator mutually agreed upon by the parties, or, if the parties are unable to agree upon an arbitrator within thirty (30) days after the demand for arbitration is filed, an arbitrator selected by the American Arbitration Association in accordance with its rules. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, except that the arbitrator shall have the discretion to award costs and fees to the prevailing party if the arbitrator determines that the non-prevailing party's claims or defenses were frivolous or brought in bad faith.

11. Miscellaneous Provisions

This Letter constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, between the parties relating to the engagement described herein. No representations, warranties, or commitments have been made by either party except as expressly set forth in this Letter.

This Letter may not be amended, modified, or supplemented except by a written instrument duly executed by an authorized representative of each of the Firm and the Company. No waiver of any provision of this Letter shall be effective unless set forth in a written instrument signed by the party granting such waiver, and no waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.

This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Letter by electronic mail in portable document format (.pdf) or by other electronic means shall be effective as delivery of a manually executed counterpart.

12. Acceptance and Execution

We are delighted to have the opportunity to serve as issuer's counsel to Cascade Retail Holdings Inc. in connection with this important capital markets initiative, and we look forward to working with you and your colleagues throughout the engagement.

If the foregoing terms are acceptable to the Company, please indicate the Company's acknowledgment and agreement by signing and dating this Letter in the space provided below and returning a fully executed copy to the undersigned. This Letter shall become effective upon execution by both parties.

Please do not hesitate to contact Robert Adeyemi or Eric Johannsen if you have any questions regarding the terms of this Letter or any other aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Robert Adeyemi

Title: Partner

Calderwood & Harkness LLP 1501 Fourth Avenue, Suite 4800 Seattle, WA 98101

ACKNOWLEDGED AND AGREED:

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Diane Kowalski

Title: Executive Vice President, General Counsel & Corporate Secretary

Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004

Date: ________

cc:

Marcus Cheng, Senior Vice President, Chief Financial Officer, Cascade Retail Holdings Inc.

Anya Petrova, Vice President, Deputy General Counsel — Securities & Corporate Governance, Cascade Retail Holdings Inc.

Jennifer Kwon, Partner, Calderwood & Harkness LLP

Eric Johannsen, Associate, Calderwood & Harkness LLP

Attorney	Title	2026 Hourly Rate
Robert Adeyemi	Partner	$1,650
Jennifer Kwon	Partner	$1,575
Eric Johannsen	Associate	$985
Claire Dempsey	Associate	$785

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Attorneys at Law 1501 Fourth Avenue, Suite 4800 Seattle, WA 98101 Telephone: (206) 555-7200 Facsimile: (206) 555-7201 www.calderwoodharkness.com
April 9, 2026
Ms. Diane Kowalski Executive Vice President, General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004
Re: Engagement of Calderwood & Harkness LLP as Issuer's Counsel — Universal Shelf Registration Statement on Form S-3 Matter Number: 1038-00003
Dear Ms. Kowalski:
1. Engagement and Scope of Representation
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Cascade Retail Holdings Inc. ("Cascade," "CRH," or the "Company"), a Delaware corporation publicly traded on The Nasdaq Stock Market LLC under the ticker symbol CRHI, as issuer's counsel in connection with the preparation and filing of a new universal shelf registration statement on Form S-3 (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC"). This engagement letter (this "Letter") sets forth the terms and conditions of our representation of the Company in connection with this matter.
The Registration Statement will cover the offering, issuance, and sale from time to time, in one or more offerings, of up to $3,000,000,000 (three billion dollars) in aggregate offering amount of the following securities of the Company, in any combination: (i) shares of common stock, par value $0.01 per share; (ii) shares of preferred stock, par value $0.01 per share, in one or more series; (iii) debt securities, which may be senior debt securities or subordinated debt securities, in one or more series; (iv) depositary shares, each representing a fractional interest in a share of preferred stock; (v) warrants to purchase common stock, preferred stock, debt securities, or other securities of the Company; (vi) subscription rights to purchase common stock, preferred stock, debt securities, or other securities of the Company; (vii) purchase contracts obligating holders to purchase from the Company, and obligating the Company to sell to holders, common stock, preferred stock, debt securities, or other securities of the Company; and (viii) units consisting of any combination of the foregoing securities.
We note that the Company qualifies as a "well-known seasoned issuer" ("WKSI") under Rule 405 of the Securities Act of 1933, as amended (the "Securities Act"), and accordingly the Registration Statement is expected to become effective automatically upon filing with the SEC, without review by the SEC staff prior to effectiveness. The Company's WKSI status will be confirmed as part of our preliminary diligence review, and the Firm will advise the Company promptly if any issue arises with respect to the Company's eligibility for WKSI status or the use of Form S-3 generally.
We understand that the new shelf registration is intended to replace the Company's existing universal shelf registration statement on Form S-3 (File No. 333-248710), which was originally filed with the SEC on June 12, 2023, became effective on June 28, 2023, and will expire by its terms on June 28, 2026, pursuant to Rule 415(a)(5) under the Securities Act. The filing of the new Registration Statement is being undertaken in advance of such expiration to ensure continuity of the Company's capital markets access.
For the avoidance of doubt, and for purposes of reference throughout this Letter, the Company's principal executive offices are located at 4200 Harbor Boulevard, Suite 1100, Bellevue, Washington 98004. The Company is a corporation organized and existing under the laws of the State of Delaware; the Company's Employer Identification Number (EIN) is 91-2074583; and the Company's Central Index Key (CIK) number with the SEC is 0001287450.
1.1 Specific Services
The scope of our engagement encompasses the following specific services, each of which is described in greater detail below:
(a) Conducting preliminary legal diligence on the Company's corporate organization, authorized and outstanding capital stock, outstanding securities (including options, warrants, restricted stock units, and other derivative securities), prior SEC filings (including the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2026, and all subsequent periodic and current reports), material contracts (including any credit facilities, indentures, and material commercial agreements), and other matters relevant to the preparation and filing of the Registration Statement.
(b) Analyzing the Company's eligibility to use Form S-3 under the Securities Act, including the Company's satisfaction of the registrant requirements set forth in General Instruction I.A of Form S-3, as well as the transaction requirements set forth in General Instruction I.B thereof, and confirming the Company's status as a WKSI under Rule 405 of the Securities Act.
(c) Reviewing the Company's Restated Certificate of Incorporation, as amended (Delaware File Number 3487201), the Company's Third Amended and Restated Bylaws, and all related organizational documents, including any certificates of designation relating to outstanding or authorized series of preferred stock, in order to confirm proper authorization and issuance of the securities to be registered.
(d) Preparing and drafting the Registration Statement, including the base prospectus contained therein, and all related exhibits, including but not limited to the form of underwriting agreement (for firm commitment underwritten offerings), the form of senior indenture, the form of subordinated indenture, the form of any warrant agreement, the form of any rights agreement, the form of any purchase contract agreement, the form of any unit agreement, and other ancillary documents as may be necessary or appropriate.
(e) Preparing draft prospectus supplements for anticipated takedown offerings from the shelf, including, without limitation, any prospectus supplement and related documentation for an at-the-market (ATM) equity offering program pursuant to Rule 415(a)(4) under the Securities Act, and prospectus supplements for potential debt offerings, in each case in form suitable for subsequent finalization in connection with specific takedown offerings.
(f) Preparing draft resolutions of the Board of Directors of the Company (or a duly authorized committee thereof) authorizing the filing of the Registration Statement with the SEC, delegating to senior management and/or a pricing committee the authority to determine the terms and conditions of specific takedown offerings, and taking such other corporate action as may be necessary or appropriate in connection with the matters contemplated hereby.
(g) Preparing the secretary's certificate, incumbency certificate, and other customary closing documents to be delivered in connection with the filing and effectiveness of the Registration Statement.
(h) Coordinating with the Company's independent registered public accounting firm, Granville & Hooper LLP, regarding the delivery of any comfort letters, accountant's consents, and any review of financial information to be incorporated by reference into the Registration Statement and base prospectus.
(i) Coordinating with the Company's transfer agent and registrar, Meridian Trust Company, N.A., regarding the issuance of securities to be registered under the Registration Statement and related transfer agency and registrar matters.
(j) Coordinating with the anticipated underwriters and their counsel in connection with the shelf filing, including Redmond Zanthor & Co. LLC, as anticipated lead book-running manager, and Pinnacle Bancorp Securities LLC, as anticipated co-manager, as well as Hargrove & Lassiter LLP, as anticipated underwriters' counsel, in each case with respect to the form and content of the Registration Statement, the base prospectus, and related documentation.
(k) Filing the Registration Statement with the SEC via the EDGAR electronic filing system (or causing the same to be filed through the Company's EDGAR filing agent) and, to the extent applicable, handling any SEC staff comment process, including the preparation and filing of any amendments or supplements to the Registration Statement or base prospectus in response to SEC staff comments, and correspondence with the SEC staff.
(l) Rendering the legal opinion of issuer's counsel, to be filed as Exhibit 5.1 to the Registration Statement, as to the valid issuance, binding nature, and, as applicable, due authorization of the securities to be offered under the Registration Statement, in customary form for a WKSI shelf registration statement.
(m) Advising the Company on ongoing shelf maintenance and compliance obligations following effectiveness of the Registration Statement, including periodic updating requirements, post-effective amendment requirements, and any matters arising under Rule 401(g), Rule 415, or other applicable provisions of the Securities Act and the rules and regulations thereunder.
1.2 Limitations on Scope
The scope of this engagement is limited to the services described in Section 1.1 above, through and including the effectiveness of the Registration Statement. Our representation in connection with specific takedown offerings from the shelf — including, without limitation, the negotiation and execution of underwriting agreements or distribution agreements, the preparation and filing of final prospectus supplements, the delivery of bring-down opinions, negative assurance letters, and other closing deliverables, and attendance at closings — will be treated as separate matters, subject to separate engagement terms, fee arrangements, and, if appropriate, amendments or supplements to this Letter. We will discuss the terms of any such separate engagements with you in advance of undertaking any such work.
This engagement does not include the provision of advice on tax matters (including federal, state, local, or foreign tax consequences of the offering or sale of securities), employee benefit or ERISA matters, foreign law matters (including, without limitation, Canadian law or other foreign law applicable to Cascade Retail Canada ULC or any other non-U.S. subsidiary of the Company), environmental matters, intellectual property matters, or any litigation, arbitration, or regulatory investigation or enforcement proceedings involving the Company or any of its subsidiaries or affiliates. Should the Company require advice in any of these areas, we would be pleased to discuss referring the Company to appropriate specialists within or outside the Firm.
Additionally, for the avoidance of doubt, the Firm does not serve as underwriters' counsel in connection with this engagement or any offering under the Registration Statement. As noted above, Hargrove & Lassiter LLP is anticipated to serve as counsel to the underwriters. The Firm's duties and obligations under this engagement run solely to the Company as issuer.
2. Engagement Team
The following attorneys will serve as the primary engagement team for this matter:
Robert Adeyemi — Responsible Partner, Capital Markets Group. Mr. Adeyemi will serve as the relationship partner for this engagement and will have overall responsibility for the quality and direction of the Firm's work product. Mr. Adeyemi has extensive experience representing issuers and underwriters in public and private capital markets transactions, including universal shelf registration statements, initial public offerings, investment-grade and high-yield debt offerings, and at-the-market equity programs.
Jennifer Kwon — Billing Partner, Capital Markets Group. Ms. Kwon will oversee billing, budgeting, and administrative matters related to this engagement. Ms. Kwon is also a seasoned capital markets practitioner and may provide substantive legal services on the matter as needed.
Eric Johannsen — Lead Associate, Capital Markets Group. Mr. Johannsen will serve as the primary day-to-day associate responsible for the preparation and drafting of the Registration Statement, base prospectus, and related documentation, and will coordinate directly with the Company's in-house legal team and other transaction participants.
Claire Dempsey — Working Associate, Capital Markets Group. Ms. Dempsey will assist Mr. Johannsen with drafting, diligence, and other aspects of the engagement.
Additional attorneys and professional staff, including paralegals, research analysts, and members of the Firm's document production and EDGAR filing teams, may be assigned to the matter from time to time as the needs of the engagement require. The Firm will endeavor to notify the Company of any material changes in the composition of the engagement team, including the assignment of any new attorney who is expected to perform a significant amount of work on the matter.
Day-to-day communications regarding substantive legal matters should be directed to Robert Adeyemi (radeyemi@calderwoodharkness.com; (206) 555-7218) and Eric Johannsen (ejohannsen@calderwoodharkness.com; (206) 555-7234). All billing inquiries should be directed to Jennifer Kwon (jkwon@calderwoodharkness.com; (206) 555-7225).
3. Fees and Billing Arrangements
3.1 Hourly Rates
The Firm will bill for professional services rendered in connection with this engagement on an hourly basis at the Firm's standard 2026 rates applicable to the members of the engagement team, as follows:
The hourly rates for any other attorneys, paralegals, or professional staff members who may work on the matter from time to time will be billed at their standard 2026 hourly rates, which range from $425 per hour for junior paralegals to $1,850 per hour for senior partners, depending on the individual's experience and seniority. The applicable rates for any such additional professionals will be communicated to the Company upon request.
The Firm's standard hourly rates are reviewed and, if appropriate, adjusted on an annual basis, typically effective January 1 of each year. Any rate increase that may become effective during the term of this engagement will be communicated to the Company in writing in advance of such increase. The rates set forth above will remain in effect through December 31, 2026.
3.2 Preliminary Fee Estimate
Based on the anticipated scope of work described in Section 1.1 above, from the commencement of this engagement through the effectiveness of the Registration Statement with the SEC, the Firm's preliminary estimate of professional fees for this matter is $275,000 to $350,000. This estimate reflects the Firm's current understanding of the scope and complexity of the engagement, including the assumption that the Registration Statement will become automatically effective upon filing (given the Company's anticipated WKSI status) and that the SEC staff will not issue substantive comments requiring significant revision of the Registration Statement or the base prospectus.
This estimate is provided solely for the Company's internal budgeting purposes and does not constitute a cap, fixed fee, guaranteed maximum, or other limitation on the fees that the Company may be obligated to pay for the Firm's services under this engagement. Actual fees may be higher or lower than the estimate depending on a number of factors, including but not limited to: the complexity of diligence findings; the extent and nature of any SEC staff comments on the Registration Statement (if any, notwithstanding the expected automatic effectiveness); the number, complexity, and extent of revisions to prospectus supplement drafts; the scope of coordination required with underwriters, underwriters' counsel, the Company's independent registered public accounting firm, the Company's transfer agent and registrar, and other transaction participants; and any changes in the scope of the engagement agreed upon by the Firm and the Company. The Firm will endeavor to keep the Company informed of the status of fees relative to the estimate as the engagement progresses and will promptly notify the Company if it appears that actual fees are likely to materially exceed the upper end of the estimated range.
The foregoing fee estimate is exclusive of the following costs and expenses, which are the responsibility of the Company:
(i) SEC registration fees in connection with the filing of the Registration Statement, currently estimated at approximately $459,300.00 based on the aggregate offering amount of $3,000,000,000 and the current SEC fee rate of $153.10 per $1,000,000 of securities registered (as set forth in SEC Fee Rate Advisory No. 2 for Fiscal Year 2026, effective October 1, 2025, subject to adjustment);
(ii) Printing and typesetting costs associated with the preparation and production of the Registration Statement, base prospectus, and any prospectus supplements;
(iii) EDGAR filing agent fees charged by the Company's filing agent in connection with the electronic filing of the Registration Statement and related documents with the SEC; and
(iv) Other disbursements and out-of-pocket expenses as described in Section 3.3 below.
3.3 Disbursements and Expenses
In addition to the professional fees described above, the Company will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses may include, without limitation, the following: travel expenses (including airfare, hotel, ground transportation, and meals) incurred in connection with travel necessary for the engagement; courier and overnight delivery charges; long-distance telephone and teleconference charges; charges for computerized legal research services (including Westmark Data Systems, Calderon Systems, and other electronic research databases); photocopying and document reproduction charges; filing fees (other than SEC registration fees described above); postage; and other similar costs customarily incurred in connection with engagements of this nature.
All disbursements and expenses will be separately itemized on each monthly invoice and will be supported by reasonable documentation upon request by the Company.
3.4 Billing and Payment Terms
The Firm will render invoices on a monthly basis, reflecting professional fees and disbursements incurred during the preceding calendar month. Each invoice will include, for each attorney and professional staff member who performed services during the billing period, the name and title of the individual, the number of hours worked, the applicable hourly rate, a description of the services rendered (in reasonable detail), and the total fees for that individual for the period. Disbursements will be separately identified and itemized.
All invoices are due and payable within thirty (30) days of the invoice date. The Firm reserves the right to charge interest on any amounts not paid within such 30-day period at the rate of one percent (1.0%) per month (twelve percent (12.0%) per annum), or the maximum rate permitted by applicable law, whichever is less. The Firm's internal Billing Partner Code for this matter is JKW-2026-0406.
The Company's designated contact for billing inquiries and invoice-related matters is Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary, or her designee. The Company should direct any questions or disputes regarding invoices to Jennifer Kwon at the contact information provided in Section 2 above.
4. Client Responsibilities
The Company agrees to cooperate fully with the Firm in connection with this engagement by providing timely access to all documents, records, information, and personnel reasonably necessary for the Firm to perform its services hereunder. The Company acknowledges that the Firm's ability to meet deadlines and to provide effective representation depends in significant part on the Company's timely cooperation and responsiveness.
The following individuals have been designated as the Company's key in-house contacts for this engagement:
Diane Kowalski — Executive Vice President, General Counsel & Corporate Secretary. Ms. Kowalski will serve as the Company's primary senior contact for the engagement and will have authority to provide instructions and approvals on behalf of the Company with respect to the matters covered by this Letter.
Marcus Cheng — Senior Vice President, Chief Financial Officer. Mr. Cheng will serve as the primary contact for financial matters, including coordination with Granville & Hooper LLP regarding accounting and financial reporting matters relevant to the Registration Statement.
Anya Petrova — Vice President, Deputy General Counsel — Securities & Corporate Governance. Ms. Petrova will serve as the primary day-to-day in-house legal contact for the engagement and will coordinate directly with the Firm's engagement team on drafting, diligence, and SEC filing matters.
Thomas Briggs — Vice President, Treasury & Capital Markets. Mr. Briggs will serve as the primary contact for capital structure, treasury, and capital markets-related matters, including coordination with the anticipated underwriters.
The Company will be responsible for the accuracy and completeness of all factual information provided to the Firm in connection with this engagement and incorporated into or reflected in the Registration Statement, base prospectus, and related documents. The Firm will rely on the accuracy of such information and is not undertaking, and shall not be responsible for, an independent verification of any factual information provided by the Company, except to the extent that such verification is within the customary scope of legal diligence for a transaction of this nature.
The Company will promptly notify the Firm of any material developments, events, or changes in circumstances that could affect the Registration Statement, the Company's eligibility to use Form S-3, or the Company's WKSI status, including but not limited to any restatement of financial statements, any change in the Company's independent registered public accounting firm, any material litigation or regulatory investigation, any material change in the Company's business or financial condition, or any event that would require the filing of a Current Report on Form 8-K.
5. Conflicts of Interest
The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the applicable rules of professional conduct, including the Washington Rules of Professional Conduct and any other rules applicable to the Firm's representation of the Company. Based on the results of that check, the Firm confirms that, as of the date of this Letter, it is not aware of any conflict of interest that would prevent it from undertaking this engagement or that would require the Company's informed consent as a condition to such engagement.
Specifically, the Firm has confirmed that it does not currently represent any of the following entities in any matter adverse to the Company: Redmond Zanthor & Co. LLC; Pinnacle Bancorp Securities LLC; Hargrove & Lassiter LLP; Granville & Hooper LLP; Meridian Trust Company, N.A.; Clearfield Rating Services Inc.; Atlas Rating Group LLC; or Northgate Capital Bank, N.A. The Firm may, however, represent one or more of these entities in matters that are unrelated to this engagement and that are not adverse to the interests of the Company.
The Company acknowledges that C&H is a large law firm with multiple offices and practice groups, and that the Firm currently represents, and may in the future undertake the representation of, other clients whose interests may be or may become adverse to those of the Company in matters unrelated to this engagement. By executing this Letter, the Company consents to the Firm's representation of other clients in matters that are not substantially related to this engagement and that are not directly adverse to the Company in connection with the specific matters covered by this Letter. The Firm will not, however, accept any engagement that is directly adverse to the Company in a matter that is substantially related to this engagement without first obtaining the Company's prior written consent, which may be withheld in the Company's sole discretion.
If an actual conflict of interest arises during the course of this engagement that cannot be resolved through appropriate measures consistent with the applicable rules of professional conduct, the Firm will promptly notify the Company and will take such steps as may be required, including, if necessary, withdrawal from the engagement in accordance with Section 8 of this Letter.
6. Confidentiality
The Firm will maintain the confidentiality of all non-public information received from the Company or on the Company's behalf in connection with this engagement, in accordance with the Firm's professional obligations under the applicable rules of professional conduct and all applicable laws and regulations. The Firm will not disclose any such confidential information to any third party without the Company's prior written consent, except as may be required by law, court order, or the rules of professional conduct, or as may be necessary in connection with the performance of the Firm's services under this engagement (for example, in connection with discussions with the SEC staff, the Company's independent registered public accounting firm, the Company's transfer agent, and the anticipated underwriters and their counsel, in each case with respect to matters relating to the Registration Statement).
The Company acknowledges that certain information provided to the Firm may be required to be disclosed in the Registration Statement, the base prospectus, and related SEC filings in order to comply with applicable securities laws and regulations, including the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder. The Company authorizes the Firm to include or facilitate the inclusion of such information in such filings as may be required by applicable law.
The Firm's obligations of confidentiality as described in this Section 6 shall survive the termination of this engagement, regardless of the reason for such termination, and shall continue for so long as the information remains non-public and confidential.
7. Document Retention
The Firm will retain all engagement files, including correspondence, memoranda, drafts, work product, and other documents created or received in connection with this engagement, in accordance with the Firm's standard document retention policies. The Firm's current policy is to retain closed engagement files for a period of ten (10) years from the date of closure of the matter, after which time such files may be destroyed in accordance with the Firm's standard procedures, unless the Company has requested in writing that the files be returned or otherwise preserved.
Upon conclusion of this engagement, the Firm will, at the Company's written request, return to the Company any original documents that the Company provided to the Firm in connection with the engagement. The Company acknowledges that the Firm may retain copies of such documents, as well as the Firm's own work product, internal memoranda, and attorney notes, in its files as permitted by the applicable rules of professional conduct. The cost of copying and transmitting any documents to the Company upon request shall be borne by the Company.
8. Termination
Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the case of termination by the Company, such notice shall be directed to Robert Adeyemi at the address set forth in the Firm's letterhead above. In the case of termination by the Firm, such notice shall be directed to Diane Kowalski at the Company's address set forth above.
Upon termination of this engagement, the Company will remain obligated to pay for all professional services rendered and all expenses incurred by the Firm through the effective date of termination, in accordance with the fee arrangements described in Section 3 of this Letter. The Firm will render a final invoice promptly following the effective date of termination, and such invoice shall be due and payable in accordance with the terms set forth in Section 3.4.
The Firm's obligation to provide legal services to the Company in connection with this engagement will cease upon the effective date of termination, subject to the Firm's professional obligations under the applicable rules of professional conduct to take reasonable steps to protect the Company's interests upon withdrawal from representation. Such steps may include providing the Company with reasonable advance notice of the Firm's withdrawal, cooperating in the orderly transition of the matter to successor counsel, and delivering to the Company or its successor counsel all documents and work product to which the Company is entitled.
9. Limitation of Liability
To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company arising out of or relating to this engagement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of professional fees actually paid by the Company to the Firm for services rendered in connection with this engagement. This limitation of liability applies to any and all claims, losses, damages, and expenses of every kind and nature, whether direct or indirect.
In no event shall the Firm be liable to the Company for any consequential, incidental, indirect, special, punitive, or exemplary damages, including but not limited to lost profits, lost revenue, loss of business opportunity, diminution in value, or damage to reputation, arising out of or in connection with this engagement, even if the Firm has been advised of the possibility of such damages.
Nothing in this Section 9 shall be construed to limit or modify the Firm's professional obligations under the applicable rules of professional conduct or to waive any rights or defenses available to the Company under applicable law that cannot be waived by contract.
10. Governing Law and Dispute Resolution
This Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would require the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Letter, the Firm's engagement by the Company, or the services provided hereunder, including any dispute regarding the interpretation, breach, termination, or validity of this Letter, shall be resolved exclusively by final and binding arbitration administered in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in Seattle, Washington, before a single arbitrator mutually agreed upon by the parties, or, if the parties are unable to agree upon an arbitrator within thirty (30) days after the demand for arbitration is filed, an arbitrator selected by the American Arbitration Association in accordance with its rules. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, except that the arbitrator shall have the discretion to award costs and fees to the prevailing party if the arbitrator determines that the non-prevailing party's claims or defenses were frivolous or brought in bad faith.
11. Miscellaneous Provisions
This Letter constitutes the entire agreement between the Firm and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, between the parties relating to the engagement described herein. No representations, warranties, or commitments have been made by either party except as expressly set forth in this Letter.
This Letter may not be amended, modified, or supplemented except by a written instrument duly executed by an authorized representative of each of the Firm and the Company. No waiver of any provision of this Letter shall be effective unless set forth in a written instrument signed by the party granting such waiver, and no waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.
This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Letter by electronic mail in portable document format (.pdf) or by other electronic means shall be effective as delivery of a manually executed counterpart.
12. Acceptance and Execution
We are delighted to have the opportunity to serve as issuer's counsel to Cascade Retail Holdings Inc. in connection with this important capital markets initiative, and we look forward to working with you and your colleagues throughout the engagement.
If the foregoing terms are acceptable to the Company, please indicate the Company's acknowledgment and agreement by signing and dating this Letter in the space provided below and returning a fully executed copy to the undersigned. This Letter shall become effective upon execution by both parties.
Please do not hesitate to contact Robert Adeyemi or Eric Johannsen if you have any questions regarding the terms of this Letter or any other aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Robert Adeyemi
Title: Partner
Calderwood & Harkness LLP 1501 Fourth Avenue, Suite 4800 Seattle, WA 98101
ACKNOWLEDGED AND AGREED:
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Diane Kowalski
Title: Executive Vice President, General Counsel & Corporate Secretary
Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004
Date: ________
cc:
Marcus Cheng, Senior Vice President, Chief Financial Officer, Cascade Retail Holdings Inc.
Anya Petrova, Vice President, Deputy General Counsel — Securities & Corporate Governance, Cascade Retail Holdings Inc.
Jennifer Kwon, Partner, Calderwood & Harkness LLP
Eric Johannsen, Associate, Calderwood & Harkness LLP
Attorney | Title | 2026 Hourly Rate
Robert Adeyemi | Partner | $1,650
Jennifer Kwon | Partner | $1,575
Eric Johannsen | Associate | $985
Claire Dempsey | Associate | $785

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

CASCADE RETAIL HOLDINGS INC.

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