1038-00004 · Calderwood & Harkness LLP · Engagement

engagement-letter-crh.docx DOCUMENT M&A / Corporate

10 / 12 ← → ✕

CALDERWOOD & HARKNESS LLP Attorneys at Law

1201 Third Avenue, Suite 4400 Seattle, Washington 98101

Telephone: (206) 555-8200 Facsimile: (206) 555-8201 www.calderwoodharkness.com

April 9, 2024

Via Email and U.S. Mail

Diana Prescott-Levy, Esq. General Counsel Cascade Retail Holdings Inc. 4500 Overlake Boulevard, Suite 800 Bellevue, Washington 98004

Re: Engagement of Calderwood & Harkness LLP — Washington State Attorney General Consumer Protection Division Inquiry; Civil Investigative Demand dated March 26, 2024

C&H Matter No. 1038-00004

Dear Ms. Prescott-Levy:

We appreciate the confidence that Cascade Retail Holdings Inc. has placed in Calderwood & Harkness LLP, and we look forward to working with you and your team in connection with the matter described below. This engagement letter sets forth the terms and conditions under which the Firm will represent Cascade Retail Holdings Inc. in the matters described herein. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy to us at your earliest convenience.

1. Purpose and Confirmation of Engagement

Calderwood & Harkness LLP (the "Firm," "Calderwood & Harkness," "C&H," or "we") is pleased to confirm that Cascade Retail Holdings Inc. ("Cascade," "CRH," or the "Company"; Nasdaq: CRHI) has retained the Firm to represent CRH in connection with the consumer-protection inquiry initiated by the Washington State Attorney General's Office, Consumer Protection Division (the "AG" or the "AG's Office").

The inquiry was commenced through the issuance of a Civil Investigative Demand ("CID") to CRH on March 26, 2024, under the authority of the Washington Consumer Protection Act, RCW 19.86 et seq., and specifically the CID authority set forth in RCW 19.86.110. A copy of the CID has been provided to the Firm and is on file in our offices.

As we understand the facts to date, the CID relates to CRH's use of "compare-at," "original price," and "was/now" reference pricing on its ecommerce platform (cascaderetail.com) and in in-store signage across CRH's 187 retail locations in 14 western U.S. states. The AG's inquiry focuses in particular on CRH's "Smart Price" promotional program, which was launched on October 15, 2023 and which employs algorithmically generated reference prices developed by Praxton Analytics LLC ("Praxton"), a third-party data-analytics vendor retained by CRH. The CID seeks documents and interrogatory responses relating to, among other things, the methodology by which Smart Price reference prices are calculated, the frequency with which such reference prices are updated, the consumer-facing disclosures associated with reference-pricing claims, and internal communications concerning the design, approval, and deployment of the Smart Price program.

This letter sets forth the terms and conditions governing the Firm's representation of CRH in this matter (the "Engagement"). By countersigning this letter, CRH confirms its agreement to the terms set forth herein and authorizes the Firm to act on CRH's behalf in connection with the Engagement, subject to CRH's retained authority over all material strategic decisions as described in Section 10 below.

2. Scope of Representation

The Firm's representation of CRH under this Engagement encompasses all aspects of CRH's response to and defense against the AG's consumer-protection inquiry described in Section 1 above, including but not limited to the following:

(a) CID Response. Analyzing and responding to the CID's document requests and interrogatories, including the preparation of written responses, objections where appropriate, and any necessary requests for extensions of time or modification of the scope of the CID;

(b) Document Review and Production. Managing the document-review and production process, including the identification, collection, processing, review, and production of responsive documents, as well as the engagement and oversight of e-discovery vendors retained in connection with the matter;

(c) Communications with the AG's Office. Communicating with the AG's Consumer Protection Division on CRH's behalf, including participation in meet-and-confer sessions, telephonic conferences, and in-person meetings with the AG's representatives, and serving as CRH's designated point of contact for all formal and informal communications relating to the inquiry;

(d) Resolution Strategy and Negotiation. Advising CRH on potential resolution pathways, including the negotiation of any assurance of voluntary compliance ("AVC"), consent decree, settlement agreement, or other resolution mechanism that may be proposed by or acceptable to the AG's Office;

(e) Compliance Advisory. Advising CRH on its compliance with the Washington Consumer Protection Act (RCW 19.86 et seq.) as it relates to pricing disclosures, reference-pricing practices, and related advertising claims, to the extent such advice is relevant to the AG inquiry and CRH's defense and negotiation posture; and

(f) Internal Coordination. Coordinating with CRH's internal stakeholders, including the Office of the General Counsel, the Chief Compliance Officer, and the VP of Marketing & Pricing Strategy, as well as other CRH personnel whose input is necessary to respond to the CID and address the AG's inquiry.

Limitations on Scope. The scope of this Engagement is limited to the AG inquiry described herein. It does not extend to representation of CRH in any separate regulatory, private-litigation, or securities-related matters that may arise from the same or related underlying facts, unless such additional representation is separately agreed upon in writing between the Firm and CRH. By way of example and not limitation, this Engagement does not encompass representation of CRH in connection with any Federal Trade Commission investigation, any state attorney general inquiry other than the Washington AG inquiry described above, any putative class action or individual consumer lawsuit, or any securities-fraud claim or shareholder-derivative action. Should any such matter arise, the Firm would be pleased to discuss a separate engagement, subject to the Firm's standard conflicts-of-interest procedures and the mutual agreement of the parties on scope, terms, and staffing.

Prior Counsel. We understand that CRH previously consulted with Dunlap, Mercer & Fosse LLP ("DMF") regarding FTC pricing-guidance compliance matters and in the early stages of this AG inquiry. Our Engagement supersedes DMF's role with respect to this matter going forward. CRH should confirm directly with DMF that their advisory role on this matter has concluded, and should arrange for the transfer of any relevant work product and files from DMF to the Firm. The Firm will coordinate with CRH on the transition to the extent helpful, but the responsibility for formally disengaging DMF rests with CRH.

3. Engagement Team

The following attorneys will serve as CRH's primary engagement team on this matter:

Alan Ngo, Partner — Mr. Ngo will serve as the Responsible Partner for this Engagement. In that capacity, he will provide overall strategic direction for the matter and serve as the primary relationship partner for communications with CRH's senior leadership. Mr. Ngo practices in the Firm's intellectual Property group and is cross-staffed for pricing, advertising, and consumer-protection matters. He has extensive experience representing retailers and consumer-products companies in regulatory investigations and enforcement actions brought by state attorneys general and the Federal Trade Commission, including matters involving deceptive-advertising and pricing-practice claims.

Sylvia Hartwell, Partner — Ms. Hartwell will serve as the Billing Partner for this Engagement. She will also provide advisory support as needed on tax-related aspects of any potential settlement or restitution obligations that may arise in connection with the AG inquiry, including the deductibility of settlement payments and the tax treatment of consumer-restitution funds. Ms. Hartwell practices in the Firm's Tax group and has significant experience advising clients on the tax implications of regulatory settlements and government enforcement actions.

Patrick Gallagher, Associate — Mr. Gallagher will serve as the Lead Associate for this Engagement. He will manage the day-to-day aspects of the matter, including CID response preparation, document production, legal research, and communications with the AG's Office. Mr. Gallagher practices in the Firm's Litigation — General group and has prior experience with state attorney general investigations in the consumer-protection context.

Simone Laroche, Associate — Ms. Laroche will serve as a Working Associate for this Engagement. She will assist with document review, legal research, and drafting of memoranda, correspondence, and formal submissions. Ms. Laroche practices in the Firm's Litigation — General group and has developed particular expertise in e-discovery management and document-review protocols.

Additional attorneys, paralegals, litigation-support professionals, or administrative staff may be assigned to the engagement team as reasonably necessary to ensure effective and timely representation of CRH's interests. CRH will be informed of any material additions to the engagement team, including the identity and billing rate of any additional attorney who is expected to perform substantial work on the matter.

Day-to-day client communications regarding this Engagement should be directed to Alan Ngo (email: ango@calderwoodharkness.com; telephone: (206) 555-8214) or Patrick Gallagher (email: pgallagher@calderwoodharkness.com; telephone: (206) 555-8237). CRH should feel free to contact either Mr. Ngo or Mr. Gallagher at any time with questions, instructions, or developments relating to the matter.

4. Fee Arrangement

4.1 Hourly Rates

The Firm will bill CRH for professional services rendered in connection with this Engagement on an hourly basis. The current standard hourly rates for the members of the engagement team identified in Section 3 are as follows:

Rates for other attorneys, paralegals, or paraprofessionals who may be assigned to the matter will be at their then-current standard rates, which will be communicated to CRH at the time of assignment. For reference, the Firm's current standard rates for paralegals and litigation-support specialists generally range from $275.00 to $400.00 per hour.

The Firm's standard rates are subject to annual adjustment, which typically takes effect on January 1 of each year. CRH will receive advance written notice of not less than 30 days prior to the effective date of any rate changes applicable to this Engagement.

4.2 Estimated Fee Budget

Based on our preliminary assessment of the scope and complexity of the AG inquiry, including the anticipated effort required for the CID response, document review and production, communications and negotiations with the AG's Office, and potential resolution discussions, we estimate that total professional fees for this Engagement will fall within the range of $350,000 to $475,000. This estimate assumes a matter duration of approximately six to nine months and contemplates a negotiated resolution short of contested litigation.

This estimate is provided solely for CRH's internal budgeting and planning purposes and does not constitute a cap, ceiling, fixed fee, or any form of guaranteed maximum. Actual fees may be higher or lower than the estimated range depending on a number of factors, including but not limited to the following: (i) the complexity and volume of documents responsive to the CID; (ii) the duration and intensity of negotiations with the AG's Office; (iii) whether the AG's Office issues supplemental CIDs or expands the scope of its inquiry; (iv) whether the matter proceeds to contested administrative or judicial proceedings rather than being resolved through negotiation; and (v) any unforeseen developments or complications.

The Firm will promptly notify CRH if, at any point during the Engagement, it appears that total professional fees are likely to exceed the upper end of the estimated range. In such event, the Firm will discuss the matter with CRH before incurring fees materially above the estimated level, and will work with CRH to evaluate options for managing costs, adjusting scope, or revising the budget as appropriate.

4.3 Billing Practices

Invoices for professional services and costs will be rendered monthly, in arrears, and are payable within thirty (30) days of the invoice date. Payments should be made by wire transfer or check to the Firm's operating account, the details of which will be provided on each invoice. Amounts not paid within thirty (30) days of the invoice date may, at the Firm's discretion, bear interest at the rate of 1.0% per month (12.0% per annum) or the maximum rate permitted by applicable law, whichever is less.

Time will be recorded in increments of one-tenth of an hour (six minutes). All invoices will include reasonably detailed descriptions of the services performed, the date on which each service was rendered, the timekeeper responsible, and the amount of time expended. CRH may request additional detail or clarification regarding any invoice item, and the Firm will respond to such requests promptly.

Should CRH have billing guidelines or outside-counsel management requirements, we ask that CRH provide a copy of such guidelines to the Firm promptly so that we may incorporate any applicable requirements into our billing practices.

5. Costs and Disbursements

In addition to professional fees, CRH will be responsible for reimbursement of costs and disbursements reasonably incurred by the Firm in connection with this Engagement. Such costs may include, but are not limited to, the following:

(a) E-discovery Vendor Charges. Charges for document processing, hosting, analytics, and review-platform licensing incurred through the engagement of an e-discovery vendor. The Firm anticipates retaining Stormfield Document Solutions LLC, based in Portland, Oregon, as the primary e-discovery vendor for this matter. Stormfield's rates and fee structure will be communicated to CRH prior to the commencement of processing, and CRH's authorization to engage Stormfield is addressed further in Section 9 below.

(b) Travel Expenses. Transportation (including airfare, mileage, rental car, rideshare, and parking), lodging, and meal expenses incurred in connection with meetings with the AG's Office, on-site visits to CRH facilities, witness preparation sessions, or other travel reasonably necessary for the Engagement.

(c) Court Reporter and Transcript Fees. Charges for court reporters, stenographic services, and transcripts, if applicable, including any transcripts of depositions or investigative hearings that may occur in connection with the inquiry.

(d) Reproduction and Delivery. Photocopying, printing, scanning, and overnight or express delivery charges.

(e) Filing Fees. Filing fees, service-of-process fees, and related charges, if any, incurred in connection with judicial or administrative filings.

(f) Third-Party Experts and Consultants. Fees and expenses of third-party experts, consultants, or other professionals retained in connection with the Engagement, including but not limited to economic experts, data-science or pricing-algorithm consultants, or consumer-survey experts, to the extent that the retention of any such expert or consultant has been pre-approved by CRH.

The Firm will advance such costs on CRH's behalf and include them as separate line items in the monthly invoice. Alternatively, for larger anticipated vendor charges (such as initial e-discovery processing costs), the Firm may request that CRH pay the vendor directly upon receipt of the vendor's invoice. In either case, the Firm will provide CRH with reasonable documentation supporting the costs incurred.

CRH's prior written approval will be sought for any single disbursement that is expected to exceed $10,000. The Firm will use commercially reasonable efforts to manage costs prudently and to select cost-effective vendors and service providers.

6. Insurance Coverage Coordination

We understand that CRH maintains directors-and-officers ("D&O") and corporate-liability insurance coverage with Elkhorn Mutual Insurance Company ("Elkhorn Mutual") under Policy No. ELK-DO-2024-08817. Based on the information CRH has provided, the policy carries coverage limits of $25 million per occurrence and $50 million in the aggregate, with a self-insured retention ("SIR") of $250,000.

The Firm will, promptly following execution of this engagement letter, submit formal notice of the AG inquiry to Elkhorn Mutual on CRH's behalf to preserve CRH's rights under the policy. This notice is anticipated to be submitted on or about April 11, 2024, and will include a description of the AG inquiry, a copy of the CID, and a request that Elkhorn Mutual confirm coverage and authorize the commencement of defense-cost reimbursement. The Firm will provide CRH with a copy of the notice prior to submission.

CRH acknowledges that certain categories of exposure arising from the AG inquiry — including, by way of example, governmental fines, civil penalties, or punitive assessments — may not be covered under the Elkhorn Mutual policy. In addition, the insurer may assert reservations of rights with respect to other categories of potential liability, such as consumer-restitution payments or disgorgement of profits. The Firm will review any reservation-of-rights letter issued by Elkhorn Mutual and advise CRH on its implications.

The Firm's fees and costs under this Engagement will be invoiced to and payable by CRH directly, in accordance with the terms of Section 4 above. CRH is responsible for seeking reimbursement from Elkhorn Mutual for covered defense costs in excess of the applicable self-insured retention. The Firm will cooperate with CRH in providing Elkhorn Mutual with such invoices, billing narratives, and other information as the insurer may reasonably require for processing coverage claims, subject to the preservation of attorney-client privilege and work-product protections.

Nothing in this engagement letter conditions the Firm's right to payment of its fees and costs on CRH's receipt of insurance proceeds from Elkhorn Mutual or any other insurer. CRH's payment obligations under this Engagement are independent of and not contingent upon the availability or timing of insurance reimbursement.

7. Conflicts of Interest and Waiver Disclosures

The Firm has conducted a comprehensive conflicts-of-interest check in accordance with its standard procedures and the requirements of the Washington Rules of Professional Conduct. Based on that review, the Firm confirms that, as of the date of this letter, no conflict of interest exists that would preclude the Firm's representation of CRH in this matter.

In the interest of full transparency, the Firm discloses the following for CRH's information and records:

(a) The Firm has not previously represented the Washington Attorney General's Office, any division thereof, or any individual attorney identified in the CID, in any matter, and no attorney currently employed by the Firm has served in the Washington Attorney General's Office.

(b) The Firm has performed unrelated transactional work (principally in the areas of commercial contracts and real-estate leasing) for certain entities that are suppliers or vendors to CRH. The Firm does not believe that any such relationship creates an actual or potential conflict with respect to this Engagement, as the subject matter of those representations is wholly unrelated to the AG inquiry and the interests of those clients are not adverse to CRH in any respect. The Firm nonetheless discloses this information for CRH's consideration.

By countersigning this letter, CRH consents to the Firm's continued representation of other clients in matters unrelated to this Engagement, even where those clients may be participants in the retail industry, the ecommerce industry, or other industries in which CRH operates, provided that such representation does not involve matters directly adverse to CRH. This consent is not intended to constitute a prospective waiver of any future conflict that would be impermissible under the Washington Rules of Professional Conduct.

If a conflict of interest arises during the course of the representation, the Firm will promptly notify CRH and discuss appropriate steps, which may include obtaining an informed written waiver from CRH and/or the other affected client, implementing an ethical screen within the Firm, or, if the conflict is not waivable, withdrawing from the Engagement in accordance with the applicable rules of professional conduct.

8. Confidentiality and Privilege

All communications between the Firm and CRH in connection with this Engagement — whether written, oral, or electronic — are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law. The Firm will treat all information received from CRH in connection with this Engagement as confidential and will not disclose such information to any third party without CRH's informed consent, except as may be required by applicable ethical obligations, court order, or compulsory legal process.

CRH agrees to take reasonable steps to preserve the privileged and confidential nature of communications with the Firm, including by limiting the internal distribution of the Firm's legal advice, memoranda, and attorney work product to those officers, directors, employees, and agents of CRH who have a need to know such information in connection with the AG inquiry. CRH should be mindful that the disclosure of privileged communications to persons outside the attorney-client relationship — including, without limitation, to third-party vendors, consultants, or business partners — may, in certain circumstances, result in the waiver of privilege. The Firm is available to advise CRH on specific questions regarding the preservation of privilege.

The Firm will maintain the confidentiality of all CRH information received in connection with this Engagement, subject to CRH's informed consent, the Firm's applicable ethical obligations under the Washington Rules of Professional Conduct, and any compulsory legal process directed at the Firm. Upon the conclusion of this Engagement, the Firm's obligations of confidentiality will survive in accordance with applicable law and ethical rules.

9. Data Privacy and Document-Production Terms

In the course of responding to the CID, the Firm will receive, review, and produce documents and data that may contain personally identifiable information ("PII") of CRH employees, customers, or third parties, as well as proprietary business information, trade secrets, pricing algorithms, and other commercially sensitive data. The Firm recognizes the importance of safeguarding such information and will handle all CRH data in accordance with the following principles:

(a) Data Security. The Firm will handle all CRH documents and data in accordance with the Firm's data-security policies, which include encryption of data in transit and at rest, multi-factor authentication for access to the Firm's document-management and review systems, access controls limiting review of CRH data to authorized members of the engagement team and support personnel, and secure destruction or return of materials upon conclusion of the Engagement, in accordance with CRH's instructions and applicable retention obligations.

(b) Protective Treatment of Sensitive Materials. To the extent the AG's CID or any production obligations require or contemplate the disclosure of PII, proprietary algorithms (including the reference-price models developed by Praxton Analytics LLC), or other commercially sensitive information, the Firm will seek appropriate protective treatment. This may include, without limitation, the negotiation of a confidentiality stipulation or protective order with the AG's Office designating such materials as "Confidential" or "Highly Confidential — Attorneys' Eyes Only," redaction of PII where permissible, and other measures designed to limit the dissemination and use of sensitive information.

(c) E-discovery Vendor Authorization. CRH authorizes the Firm to engage Stormfield Document Solutions LLC ("Stormfield"), located in Portland, Oregon, as an e-discovery vendor for purposes of this Engagement. CRH further authorizes the Firm to transmit CRH documents and data to Stormfield for processing, hosting, and review-platform services. Prior to the transmission of any CRH data to Stormfield, the Firm will ensure that Stormfield has executed a confidentiality and data-security agreement in a form acceptable to the Firm, which agreement shall include, at a minimum, obligations regarding data encryption, access controls, breach notification, and the return or destruction of data upon conclusion of the Engagement.

(d) CRH Compliance Responsibilities. CRH is responsible for ensuring that all documents and data provided to the Firm in connection with this Engagement have been collected and transmitted in compliance with CRH's own data-governance and privacy policies, including any obligations arising under the Washington Privacy Act, the California Consumer Privacy Act (if applicable to CRH customer data), or any other applicable federal, state, or international data-privacy law. The Firm will cooperate with CRH in establishing collection protocols that are consistent with CRH's internal requirements.

10. Client Responsibilities

CRH agrees to cooperate fully and in good faith with the Firm and to provide timely access to documents, data, information, and personnel necessary for the Firm to fulfill its obligations under this Engagement. Effective and efficient representation requires the prompt and candid exchange of information between CRH and the Firm, and CRH's active participation in the process of responding to the AG's inquiry.

CRH will designate internal points of contact for day-to-day coordination with the Firm's engagement team. We understand that those contacts will include the following individuals:

• Diana Prescott-Levy, General Counsel — primary legal contact and liaison to the Board of Directors and senior management;

• Terence Ashford, Chief Compliance Officer — coordination on compliance policies, internal investigations, and data-collection efforts; and

• Raymond Soo, VP, Marketing & Pricing Strategy — subject-matter contact regarding the Smart Price program, reference-pricing methodology, and Praxton Analytics relationship.

CRH will promptly inform the Firm of any developments relevant to the AG inquiry, including but not limited to: (i) any additional communications from the AG's Office, whether formal or informal; (ii) related regulatory inquiries from other state or federal agencies; (iii) the filing of any private litigation (including consumer class actions) relating to CRH's pricing practices; (iv) media inquiries or press coverage relating to the AG investigation or CRH's pricing practices; and (v) any internal developments that could affect the Firm's ability to represent CRH effectively in this matter.

CRH retains ultimate decision-making authority on all material strategic decisions in connection with this Engagement, including but not limited to the following: whether to settle or contest the AG's claims; the terms of any proposed resolution, including the amount of any monetary payment, consumer restitution, or civil penalties; the scope of any prospective compliance commitments; and whether to assert or waive any legal privilege or protection. The Firm will provide its professional advice and recommendations to CRH on all such matters, but the final decision rests with CRH.

11. Termination

Either party may terminate this Engagement at any time upon written notice to the other party, subject to the Firm's applicable ethical obligations governing the withdrawal of counsel, including any requirement to obtain the consent of a tribunal or to take reasonable steps to avoid foreseeable prejudice to CRH's interests.

Upon termination of this Engagement, regardless of the reason for termination, CRH will remain responsible for the payment of all fees incurred and costs advanced by the Firm through the date of termination, in accordance with the terms set forth in Sections 4 and 5 above. Any outstanding invoices shall become due and payable upon termination.

The Firm will cooperate in the orderly transition of the matter to successor counsel, if any, including by promptly making available CRH's files, documents, and work product to which CRH is entitled under applicable law and ethical rules. The Firm may retain copies of such files and documents as necessary for its own records, subject to its continuing obligations of confidentiality.

12. Limitation of Liability; No Guarantee of Outcome

The Firm makes no guarantee, prediction, or assurance regarding the outcome of the AG inquiry or any related proceedings that may arise in connection with the matters addressed in this Engagement. The outcome of any regulatory investigation or enforcement proceeding depends on numerous factors beyond the Firm's control, and CRH acknowledges that any estimates, assessments, or strategic recommendations provided by the Firm are based on the Firm's professional judgment and the information available at the time, and do not constitute a guarantee of any particular result.

The Firm's aggregate liability to CRH arising out of or relating to this Engagement, whether based on contract, tort, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by CRH to the Firm under this Engagement, except in cases of the Firm's willful misconduct or gross negligence. This limitation shall not apply to claims arising from the Firm's breach of its confidentiality obligations under Section 8 above.

13. Governing Law and Dispute Resolution

This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-laws principles.

Any dispute, controversy, or claim arising out of or relating to this Engagement, this engagement letter, or the breach, termination, or validity thereof, shall be resolved through binding arbitration administered in Seattle, Washington, under the then-current Commercial Arbitration Rules of the American Arbitration Association, unless the parties mutually agree in writing to an alternative dispute-resolution mechanism. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA's procedures. The arbitrator's award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees incurred in connection with any such arbitration, unless the arbitrator determines that an alternative allocation is warranted.

14. Acceptance and Counterparts

This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Cascade Retail Holdings Inc. with respect to the terms of the Firm's engagement in this matter. It supersedes any and all prior discussions, understandings, negotiations, or agreements, whether oral or written, between the parties relating to the subject matter hereof. No modification, amendment, or waiver of any provision of this engagement letter shall be effective unless set forth in a writing signed by both parties.

This letter may be executed in counterparts, including by electronic signature (which shall be deemed to have the same force and effect as an original signature), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

We are enthusiastic about the opportunity to represent Cascade Retail Holdings Inc. in this important matter and are confident that the engagement team assembled for this Engagement is well positioned to provide CRH with the highest quality of legal representation. Please indicate CRH's acceptance of the terms set forth herein by countersigning this letter in the space provided below and returning a copy to the Firm at your earliest convenience. We are prepared to commence work immediately upon receipt of the executed engagement letter.

If you have any questions regarding the terms of this letter or any other aspect of the proposed Engagement, please do not hesitate to contact me directly.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Alan Ngo Partner

1201 Third Avenue, Suite 4400 Seattle, Washington 98101 Telephone: (206) 555-8214

Email: ango@calderwoodharkness.com

AGREED AND ACCEPTED:

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Diana Prescott-Levy

Title: General Counsel

Date: ________

cc: Martin J. Okafor, Chief Executive Officer, Cascade Retail Holdings Inc. Terence Ashford, Chief Compliance Officer, Cascade Retail Holdings Inc. Sylvia Hartwell, Partner, Calderwood & Harkness LLP Patrick Gallagher, Associate, Calderwood & Harkness LLP Simone Laroche, Associate, Calderwood & Harkness LLP

Timekeeper	Role	Hourly Rate
Alan Ngo	Partner	$1,150.00
Sylvia Hartwell	Partner	$1,050.00
Patrick Gallagher	Associate	$725.00
Simone Laroche	Associate	$575.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
1201 Third Avenue, Suite 4400 Seattle, Washington 98101
Telephone: (206) 555-8200 Facsimile: (206) 555-8201 www.calderwoodharkness.com
April 9, 2024
Via Email and U.S. Mail
Diana Prescott-Levy, Esq. General Counsel Cascade Retail Holdings Inc. 4500 Overlake Boulevard, Suite 800 Bellevue, Washington 98004
Re: Engagement of Calderwood & Harkness LLP — Washington State Attorney General Consumer Protection Division Inquiry; Civil Investigative Demand dated March 26, 2024
C&H Matter No. 1038-00004
Dear Ms. Prescott-Levy:
We appreciate the confidence that Cascade Retail Holdings Inc. has placed in Calderwood & Harkness LLP, and we look forward to working with you and your team in connection with the matter described below. This engagement letter sets forth the terms and conditions under which the Firm will represent Cascade Retail Holdings Inc. in the matters described herein. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy to us at your earliest convenience.
1. Purpose and Confirmation of Engagement
Calderwood & Harkness LLP (the "Firm," "Calderwood & Harkness," "C&H," or "we") is pleased to confirm that Cascade Retail Holdings Inc. ("Cascade," "CRH," or the "Company"; Nasdaq: CRHI) has retained the Firm to represent CRH in connection with the consumer-protection inquiry initiated by the Washington State Attorney General's Office, Consumer Protection Division (the "AG" or the "AG's Office").
The inquiry was commenced through the issuance of a Civil Investigative Demand ("CID") to CRH on March 26, 2024, under the authority of the Washington Consumer Protection Act, RCW 19.86 et seq., and specifically the CID authority set forth in RCW 19.86.110. A copy of the CID has been provided to the Firm and is on file in our offices.
As we understand the facts to date, the CID relates to CRH's use of "compare-at," "original price," and "was/now" reference pricing on its ecommerce platform (cascaderetail.com) and in in-store signage across CRH's 187 retail locations in 14 western U.S. states. The AG's inquiry focuses in particular on CRH's "Smart Price" promotional program, which was launched on October 15, 2023 and which employs algorithmically generated reference prices developed by Praxton Analytics LLC ("Praxton"), a third-party data-analytics vendor retained by CRH. The CID seeks documents and interrogatory responses relating to, among other things, the methodology by which Smart Price reference prices are calculated, the frequency with which such reference prices are updated, the consumer-facing disclosures associated with reference-pricing claims, and internal communications concerning the design, approval, and deployment of the Smart Price program.
This letter sets forth the terms and conditions governing the Firm's representation of CRH in this matter (the "Engagement"). By countersigning this letter, CRH confirms its agreement to the terms set forth herein and authorizes the Firm to act on CRH's behalf in connection with the Engagement, subject to CRH's retained authority over all material strategic decisions as described in Section 10 below.
2. Scope of Representation
The Firm's representation of CRH under this Engagement encompasses all aspects of CRH's response to and defense against the AG's consumer-protection inquiry described in Section 1 above, including but not limited to the following:
(a) CID Response. Analyzing and responding to the CID's document requests and interrogatories, including the preparation of written responses, objections where appropriate, and any necessary requests for extensions of time or modification of the scope of the CID;
(b) Document Review and Production. Managing the document-review and production process, including the identification, collection, processing, review, and production of responsive documents, as well as the engagement and oversight of e-discovery vendors retained in connection with the matter;
(c) Communications with the AG's Office. Communicating with the AG's Consumer Protection Division on CRH's behalf, including participation in meet-and-confer sessions, telephonic conferences, and in-person meetings with the AG's representatives, and serving as CRH's designated point of contact for all formal and informal communications relating to the inquiry;
(d) Resolution Strategy and Negotiation. Advising CRH on potential resolution pathways, including the negotiation of any assurance of voluntary compliance ("AVC"), consent decree, settlement agreement, or other resolution mechanism that may be proposed by or acceptable to the AG's Office;
(e) Compliance Advisory. Advising CRH on its compliance with the Washington Consumer Protection Act (RCW 19.86 et seq.) as it relates to pricing disclosures, reference-pricing practices, and related advertising claims, to the extent such advice is relevant to the AG inquiry and CRH's defense and negotiation posture; and
(f) Internal Coordination. Coordinating with CRH's internal stakeholders, including the Office of the General Counsel, the Chief Compliance Officer, and the VP of Marketing & Pricing Strategy, as well as other CRH personnel whose input is necessary to respond to the CID and address the AG's inquiry.
Limitations on Scope. The scope of this Engagement is limited to the AG inquiry described herein. It does not extend to representation of CRH in any separate regulatory, private-litigation, or securities-related matters that may arise from the same or related underlying facts, unless such additional representation is separately agreed upon in writing between the Firm and CRH. By way of example and not limitation, this Engagement does not encompass representation of CRH in connection with any Federal Trade Commission investigation, any state attorney general inquiry other than the Washington AG inquiry described above, any putative class action or individual consumer lawsuit, or any securities-fraud claim or shareholder-derivative action. Should any such matter arise, the Firm would be pleased to discuss a separate engagement, subject to the Firm's standard conflicts-of-interest procedures and the mutual agreement of the parties on scope, terms, and staffing.
Prior Counsel. We understand that CRH previously consulted with Dunlap, Mercer & Fosse LLP ("DMF") regarding FTC pricing-guidance compliance matters and in the early stages of this AG inquiry. Our Engagement supersedes DMF's role with respect to this matter going forward. CRH should confirm directly with DMF that their advisory role on this matter has concluded, and should arrange for the transfer of any relevant work product and files from DMF to the Firm. The Firm will coordinate with CRH on the transition to the extent helpful, but the responsibility for formally disengaging DMF rests with CRH.
3. Engagement Team
The following attorneys will serve as CRH's primary engagement team on this matter:
Alan Ngo, Partner — Mr. Ngo will serve as the Responsible Partner for this Engagement. In that capacity, he will provide overall strategic direction for the matter and serve as the primary relationship partner for communications with CRH's senior leadership. Mr. Ngo practices in the Firm's intellectual Property group and is cross-staffed for pricing, advertising, and consumer-protection matters. He has extensive experience representing retailers and consumer-products companies in regulatory investigations and enforcement actions brought by state attorneys general and the Federal Trade Commission, including matters involving deceptive-advertising and pricing-practice claims.
Sylvia Hartwell, Partner — Ms. Hartwell will serve as the Billing Partner for this Engagement. She will also provide advisory support as needed on tax-related aspects of any potential settlement or restitution obligations that may arise in connection with the AG inquiry, including the deductibility of settlement payments and the tax treatment of consumer-restitution funds. Ms. Hartwell practices in the Firm's Tax group and has significant experience advising clients on the tax implications of regulatory settlements and government enforcement actions.
Patrick Gallagher, Associate — Mr. Gallagher will serve as the Lead Associate for this Engagement. He will manage the day-to-day aspects of the matter, including CID response preparation, document production, legal research, and communications with the AG's Office. Mr. Gallagher practices in the Firm's Litigation — General group and has prior experience with state attorney general investigations in the consumer-protection context.
Simone Laroche, Associate — Ms. Laroche will serve as a Working Associate for this Engagement. She will assist with document review, legal research, and drafting of memoranda, correspondence, and formal submissions. Ms. Laroche practices in the Firm's Litigation — General group and has developed particular expertise in e-discovery management and document-review protocols.
Additional attorneys, paralegals, litigation-support professionals, or administrative staff may be assigned to the engagement team as reasonably necessary to ensure effective and timely representation of CRH's interests. CRH will be informed of any material additions to the engagement team, including the identity and billing rate of any additional attorney who is expected to perform substantial work on the matter.
Day-to-day client communications regarding this Engagement should be directed to Alan Ngo (email: ango@calderwoodharkness.com; telephone: (206) 555-8214) or Patrick Gallagher (email: pgallagher@calderwoodharkness.com; telephone: (206) 555-8237). CRH should feel free to contact either Mr. Ngo or Mr. Gallagher at any time with questions, instructions, or developments relating to the matter.
4. Fee Arrangement
4.1 Hourly Rates
The Firm will bill CRH for professional services rendered in connection with this Engagement on an hourly basis. The current standard hourly rates for the members of the engagement team identified in Section 3 are as follows:
Rates for other attorneys, paralegals, or paraprofessionals who may be assigned to the matter will be at their then-current standard rates, which will be communicated to CRH at the time of assignment. For reference, the Firm's current standard rates for paralegals and litigation-support specialists generally range from $275.00 to $400.00 per hour.
The Firm's standard rates are subject to annual adjustment, which typically takes effect on January 1 of each year. CRH will receive advance written notice of not less than 30 days prior to the effective date of any rate changes applicable to this Engagement.
4.2 Estimated Fee Budget
Based on our preliminary assessment of the scope and complexity of the AG inquiry, including the anticipated effort required for the CID response, document review and production, communications and negotiations with the AG's Office, and potential resolution discussions, we estimate that total professional fees for this Engagement will fall within the range of $350,000 to $475,000. This estimate assumes a matter duration of approximately six to nine months and contemplates a negotiated resolution short of contested litigation.
This estimate is provided solely for CRH's internal budgeting and planning purposes and does not constitute a cap, ceiling, fixed fee, or any form of guaranteed maximum. Actual fees may be higher or lower than the estimated range depending on a number of factors, including but not limited to the following: (i) the complexity and volume of documents responsive to the CID; (ii) the duration and intensity of negotiations with the AG's Office; (iii) whether the AG's Office issues supplemental CIDs or expands the scope of its inquiry; (iv) whether the matter proceeds to contested administrative or judicial proceedings rather than being resolved through negotiation; and (v) any unforeseen developments or complications.
The Firm will promptly notify CRH if, at any point during the Engagement, it appears that total professional fees are likely to exceed the upper end of the estimated range. In such event, the Firm will discuss the matter with CRH before incurring fees materially above the estimated level, and will work with CRH to evaluate options for managing costs, adjusting scope, or revising the budget as appropriate.
4.3 Billing Practices
Invoices for professional services and costs will be rendered monthly, in arrears, and are payable within thirty (30) days of the invoice date. Payments should be made by wire transfer or check to the Firm's operating account, the details of which will be provided on each invoice. Amounts not paid within thirty (30) days of the invoice date may, at the Firm's discretion, bear interest at the rate of 1.0% per month (12.0% per annum) or the maximum rate permitted by applicable law, whichever is less.
Time will be recorded in increments of one-tenth of an hour (six minutes). All invoices will include reasonably detailed descriptions of the services performed, the date on which each service was rendered, the timekeeper responsible, and the amount of time expended. CRH may request additional detail or clarification regarding any invoice item, and the Firm will respond to such requests promptly.
Should CRH have billing guidelines or outside-counsel management requirements, we ask that CRH provide a copy of such guidelines to the Firm promptly so that we may incorporate any applicable requirements into our billing practices.
5. Costs and Disbursements
In addition to professional fees, CRH will be responsible for reimbursement of costs and disbursements reasonably incurred by the Firm in connection with this Engagement. Such costs may include, but are not limited to, the following:
(a) E-discovery Vendor Charges. Charges for document processing, hosting, analytics, and review-platform licensing incurred through the engagement of an e-discovery vendor. The Firm anticipates retaining Stormfield Document Solutions LLC, based in Portland, Oregon, as the primary e-discovery vendor for this matter. Stormfield's rates and fee structure will be communicated to CRH prior to the commencement of processing, and CRH's authorization to engage Stormfield is addressed further in Section 9 below.
(b) Travel Expenses. Transportation (including airfare, mileage, rental car, rideshare, and parking), lodging, and meal expenses incurred in connection with meetings with the AG's Office, on-site visits to CRH facilities, witness preparation sessions, or other travel reasonably necessary for the Engagement.
(c) Court Reporter and Transcript Fees. Charges for court reporters, stenographic services, and transcripts, if applicable, including any transcripts of depositions or investigative hearings that may occur in connection with the inquiry.
(d) Reproduction and Delivery. Photocopying, printing, scanning, and overnight or express delivery charges.
(e) Filing Fees. Filing fees, service-of-process fees, and related charges, if any, incurred in connection with judicial or administrative filings.
(f) Third-Party Experts and Consultants. Fees and expenses of third-party experts, consultants, or other professionals retained in connection with the Engagement, including but not limited to economic experts, data-science or pricing-algorithm consultants, or consumer-survey experts, to the extent that the retention of any such expert or consultant has been pre-approved by CRH.
The Firm will advance such costs on CRH's behalf and include them as separate line items in the monthly invoice. Alternatively, for larger anticipated vendor charges (such as initial e-discovery processing costs), the Firm may request that CRH pay the vendor directly upon receipt of the vendor's invoice. In either case, the Firm will provide CRH with reasonable documentation supporting the costs incurred.
CRH's prior written approval will be sought for any single disbursement that is expected to exceed $10,000. The Firm will use commercially reasonable efforts to manage costs prudently and to select cost-effective vendors and service providers.
6. Insurance Coverage Coordination
We understand that CRH maintains directors-and-officers ("D&O") and corporate-liability insurance coverage with Elkhorn Mutual Insurance Company ("Elkhorn Mutual") under Policy No. ELK-DO-2024-08817. Based on the information CRH has provided, the policy carries coverage limits of $25 million per occurrence and $50 million in the aggregate, with a self-insured retention ("SIR") of $250,000.
The Firm will, promptly following execution of this engagement letter, submit formal notice of the AG inquiry to Elkhorn Mutual on CRH's behalf to preserve CRH's rights under the policy. This notice is anticipated to be submitted on or about April 11, 2024, and will include a description of the AG inquiry, a copy of the CID, and a request that Elkhorn Mutual confirm coverage and authorize the commencement of defense-cost reimbursement. The Firm will provide CRH with a copy of the notice prior to submission.
CRH acknowledges that certain categories of exposure arising from the AG inquiry — including, by way of example, governmental fines, civil penalties, or punitive assessments — may not be covered under the Elkhorn Mutual policy. In addition, the insurer may assert reservations of rights with respect to other categories of potential liability, such as consumer-restitution payments or disgorgement of profits. The Firm will review any reservation-of-rights letter issued by Elkhorn Mutual and advise CRH on its implications.
The Firm's fees and costs under this Engagement will be invoiced to and payable by CRH directly, in accordance with the terms of Section 4 above. CRH is responsible for seeking reimbursement from Elkhorn Mutual for covered defense costs in excess of the applicable self-insured retention. The Firm will cooperate with CRH in providing Elkhorn Mutual with such invoices, billing narratives, and other information as the insurer may reasonably require for processing coverage claims, subject to the preservation of attorney-client privilege and work-product protections.
Nothing in this engagement letter conditions the Firm's right to payment of its fees and costs on CRH's receipt of insurance proceeds from Elkhorn Mutual or any other insurer. CRH's payment obligations under this Engagement are independent of and not contingent upon the availability or timing of insurance reimbursement.
7. Conflicts of Interest and Waiver Disclosures
The Firm has conducted a comprehensive conflicts-of-interest check in accordance with its standard procedures and the requirements of the Washington Rules of Professional Conduct. Based on that review, the Firm confirms that, as of the date of this letter, no conflict of interest exists that would preclude the Firm's representation of CRH in this matter.
In the interest of full transparency, the Firm discloses the following for CRH's information and records:
(a) The Firm has not previously represented the Washington Attorney General's Office, any division thereof, or any individual attorney identified in the CID, in any matter, and no attorney currently employed by the Firm has served in the Washington Attorney General's Office.
(b) The Firm has performed unrelated transactional work (principally in the areas of commercial contracts and real-estate leasing) for certain entities that are suppliers or vendors to CRH. The Firm does not believe that any such relationship creates an actual or potential conflict with respect to this Engagement, as the subject matter of those representations is wholly unrelated to the AG inquiry and the interests of those clients are not adverse to CRH in any respect. The Firm nonetheless discloses this information for CRH's consideration.
By countersigning this letter, CRH consents to the Firm's continued representation of other clients in matters unrelated to this Engagement, even where those clients may be participants in the retail industry, the ecommerce industry, or other industries in which CRH operates, provided that such representation does not involve matters directly adverse to CRH. This consent is not intended to constitute a prospective waiver of any future conflict that would be impermissible under the Washington Rules of Professional Conduct.
If a conflict of interest arises during the course of the representation, the Firm will promptly notify CRH and discuss appropriate steps, which may include obtaining an informed written waiver from CRH and/or the other affected client, implementing an ethical screen within the Firm, or, if the conflict is not waivable, withdrawing from the Engagement in accordance with the applicable rules of professional conduct.
8. Confidentiality and Privilege
All communications between the Firm and CRH in connection with this Engagement — whether written, oral, or electronic — are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law. The Firm will treat all information received from CRH in connection with this Engagement as confidential and will not disclose such information to any third party without CRH's informed consent, except as may be required by applicable ethical obligations, court order, or compulsory legal process.
CRH agrees to take reasonable steps to preserve the privileged and confidential nature of communications with the Firm, including by limiting the internal distribution of the Firm's legal advice, memoranda, and attorney work product to those officers, directors, employees, and agents of CRH who have a need to know such information in connection with the AG inquiry. CRH should be mindful that the disclosure of privileged communications to persons outside the attorney-client relationship — including, without limitation, to third-party vendors, consultants, or business partners — may, in certain circumstances, result in the waiver of privilege. The Firm is available to advise CRH on specific questions regarding the preservation of privilege.
The Firm will maintain the confidentiality of all CRH information received in connection with this Engagement, subject to CRH's informed consent, the Firm's applicable ethical obligations under the Washington Rules of Professional Conduct, and any compulsory legal process directed at the Firm. Upon the conclusion of this Engagement, the Firm's obligations of confidentiality will survive in accordance with applicable law and ethical rules.
9. Data Privacy and Document-Production Terms
In the course of responding to the CID, the Firm will receive, review, and produce documents and data that may contain personally identifiable information ("PII") of CRH employees, customers, or third parties, as well as proprietary business information, trade secrets, pricing algorithms, and other commercially sensitive data. The Firm recognizes the importance of safeguarding such information and will handle all CRH data in accordance with the following principles:
(a) Data Security. The Firm will handle all CRH documents and data in accordance with the Firm's data-security policies, which include encryption of data in transit and at rest, multi-factor authentication for access to the Firm's document-management and review systems, access controls limiting review of CRH data to authorized members of the engagement team and support personnel, and secure destruction or return of materials upon conclusion of the Engagement, in accordance with CRH's instructions and applicable retention obligations.
(b) Protective Treatment of Sensitive Materials. To the extent the AG's CID or any production obligations require or contemplate the disclosure of PII, proprietary algorithms (including the reference-price models developed by Praxton Analytics LLC), or other commercially sensitive information, the Firm will seek appropriate protective treatment. This may include, without limitation, the negotiation of a confidentiality stipulation or protective order with the AG's Office designating such materials as "Confidential" or "Highly Confidential — Attorneys' Eyes Only," redaction of PII where permissible, and other measures designed to limit the dissemination and use of sensitive information.
(c) E-discovery Vendor Authorization. CRH authorizes the Firm to engage Stormfield Document Solutions LLC ("Stormfield"), located in Portland, Oregon, as an e-discovery vendor for purposes of this Engagement. CRH further authorizes the Firm to transmit CRH documents and data to Stormfield for processing, hosting, and review-platform services. Prior to the transmission of any CRH data to Stormfield, the Firm will ensure that Stormfield has executed a confidentiality and data-security agreement in a form acceptable to the Firm, which agreement shall include, at a minimum, obligations regarding data encryption, access controls, breach notification, and the return or destruction of data upon conclusion of the Engagement.
(d) CRH Compliance Responsibilities. CRH is responsible for ensuring that all documents and data provided to the Firm in connection with this Engagement have been collected and transmitted in compliance with CRH's own data-governance and privacy policies, including any obligations arising under the Washington Privacy Act, the California Consumer Privacy Act (if applicable to CRH customer data), or any other applicable federal, state, or international data-privacy law. The Firm will cooperate with CRH in establishing collection protocols that are consistent with CRH's internal requirements.
10. Client Responsibilities
CRH agrees to cooperate fully and in good faith with the Firm and to provide timely access to documents, data, information, and personnel necessary for the Firm to fulfill its obligations under this Engagement. Effective and efficient representation requires the prompt and candid exchange of information between CRH and the Firm, and CRH's active participation in the process of responding to the AG's inquiry.
CRH will designate internal points of contact for day-to-day coordination with the Firm's engagement team. We understand that those contacts will include the following individuals:
•  Diana Prescott-Levy, General Counsel — primary legal contact and liaison to the Board of Directors and senior management;
•  Terence Ashford, Chief Compliance Officer — coordination on compliance policies, internal investigations, and data-collection efforts; and
•  Raymond Soo, VP, Marketing & Pricing Strategy — subject-matter contact regarding the Smart Price program, reference-pricing methodology, and Praxton Analytics relationship.
CRH will promptly inform the Firm of any developments relevant to the AG inquiry, including but not limited to: (i) any additional communications from the AG's Office, whether formal or informal; (ii) related regulatory inquiries from other state or federal agencies; (iii) the filing of any private litigation (including consumer class actions) relating to CRH's pricing practices; (iv) media inquiries or press coverage relating to the AG investigation or CRH's pricing practices; and (v) any internal developments that could affect the Firm's ability to represent CRH effectively in this matter.
CRH retains ultimate decision-making authority on all material strategic decisions in connection with this Engagement, including but not limited to the following: whether to settle or contest the AG's claims; the terms of any proposed resolution, including the amount of any monetary payment, consumer restitution, or civil penalties; the scope of any prospective compliance commitments; and whether to assert or waive any legal privilege or protection. The Firm will provide its professional advice and recommendations to CRH on all such matters, but the final decision rests with CRH.
11. Termination
Either party may terminate this Engagement at any time upon written notice to the other party, subject to the Firm's applicable ethical obligations governing the withdrawal of counsel, including any requirement to obtain the consent of a tribunal or to take reasonable steps to avoid foreseeable prejudice to CRH's interests.
Upon termination of this Engagement, regardless of the reason for termination, CRH will remain responsible for the payment of all fees incurred and costs advanced by the Firm through the date of termination, in accordance with the terms set forth in Sections 4 and 5 above. Any outstanding invoices shall become due and payable upon termination.
The Firm will cooperate in the orderly transition of the matter to successor counsel, if any, including by promptly making available CRH's files, documents, and work product to which CRH is entitled under applicable law and ethical rules. The Firm may retain copies of such files and documents as necessary for its own records, subject to its continuing obligations of confidentiality.
12. Limitation of Liability; No Guarantee of Outcome
The Firm makes no guarantee, prediction, or assurance regarding the outcome of the AG inquiry or any related proceedings that may arise in connection with the matters addressed in this Engagement. The outcome of any regulatory investigation or enforcement proceeding depends on numerous factors beyond the Firm's control, and CRH acknowledges that any estimates, assessments, or strategic recommendations provided by the Firm are based on the Firm's professional judgment and the information available at the time, and do not constitute a guarantee of any particular result.
The Firm's aggregate liability to CRH arising out of or relating to this Engagement, whether based on contract, tort, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by CRH to the Firm under this Engagement, except in cases of the Firm's willful misconduct or gross negligence. This limitation shall not apply to claims arising from the Firm's breach of its confidentiality obligations under Section 8 above.
13. Governing Law and Dispute Resolution
This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-laws principles.
Any dispute, controversy, or claim arising out of or relating to this Engagement, this engagement letter, or the breach, termination, or validity thereof, shall be resolved through binding arbitration administered in Seattle, Washington, under the then-current Commercial Arbitration Rules of the American Arbitration Association, unless the parties mutually agree in writing to an alternative dispute-resolution mechanism. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA's procedures. The arbitrator's award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees incurred in connection with any such arbitration, unless the arbitrator determines that an alternative allocation is warranted.
14. Acceptance and Counterparts
This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Cascade Retail Holdings Inc. with respect to the terms of the Firm's engagement in this matter. It supersedes any and all prior discussions, understandings, negotiations, or agreements, whether oral or written, between the parties relating to the subject matter hereof. No modification, amendment, or waiver of any provision of this engagement letter shall be effective unless set forth in a writing signed by both parties.
This letter may be executed in counterparts, including by electronic signature (which shall be deemed to have the same force and effect as an original signature), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
We are enthusiastic about the opportunity to represent Cascade Retail Holdings Inc. in this important matter and are confident that the engagement team assembled for this Engagement is well positioned to provide CRH with the highest quality of legal representation. Please indicate CRH's acceptance of the terms set forth herein by countersigning this letter in the space provided below and returning a copy to the Firm at your earliest convenience. We are prepared to commence work immediately upon receipt of the executed engagement letter.
If you have any questions regarding the terms of this letter or any other aspect of the proposed Engagement, please do not hesitate to contact me directly.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Alan Ngo Partner
1201 Third Avenue, Suite 4400 Seattle, Washington 98101 Telephone: (206) 555-8214
Email: ango@calderwoodharkness.com
AGREED AND ACCEPTED:
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Diana Prescott-Levy
Title: General Counsel
Date: ________
cc: Martin J. Okafor, Chief Executive Officer, Cascade Retail Holdings Inc. Terence Ashford, Chief Compliance Officer, Cascade Retail Holdings Inc. Sylvia Hartwell, Partner, Calderwood & Harkness LLP Patrick Gallagher, Associate, Calderwood & Harkness LLP Simone Laroche, Associate, Calderwood & Harkness LLP
Timekeeper | Role | Hourly Rate
Alan Ngo | Partner | $1,150.00
Sylvia Hartwell | Partner | $1,050.00
Patrick Gallagher | Associate | $725.00
Simone Laroche | Associate | $575.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

CASCADE RETAIL HOLDINGS INC.

Record

Parties

Dates

Amounts