1038-00005 · Calderwood & Harkness LLP · Engagement

engagement-letter-2024-01-18.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

999 Third Avenue, Suite 4200 Seattle, Washington 98104 Telephone: (206) 555-7800 Facsimile: (206) 555-7801

300 Delaware Avenue, Suite 900 Wilmington, Delaware 19801 Telephone: (302) 555-2100 Facsimile: (302) 555-2101

January 18, 2024

VIA EMAIL AND FIRST CLASS MAIL

Priya Sundaram Executive Vice President, General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 4800 Lakeview Blvd, Suite 1100 Bellevue, WA 98004

Re: Engagement of Calderwood & Harkness LLP — Corporate Governance Review and Bylaws/Committee Charter Refresh C&H Matter No. 1038-00005

Dear Ms. Sundaram:

1. Introduction and Engagement Confirmation

We appreciate the confidence that Cascade Retail Holdings Inc. has placed in Calderwood & Harkness LLP by selecting the firm to serve as outside counsel in connection with the matters described in this letter. It is a privilege to be entrusted with this important governance initiative, and we look forward to bringing the full resources of the firm to bear on behalf of Cascade Retail Holdings Inc. and its Board of Directors.

This letter (the "Engagement Letter") memorializes the terms and conditions of the engagement as discussed during the initial scoping call held on January 5, 2024, between you, on behalf of Cascade Retail Holdings Inc., and Howard Bellamy, Partner, on behalf of Calderwood & Harkness LLP. The purpose of this Engagement Letter is to confirm the scope of the engagement, the responsibilities of each party, the fee arrangement, and other terms governing the attorney-client relationship.

For purposes of this Engagement Letter, the "Client" is Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware and listed on the Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "CRHI," with its principal executive offices located at 4800 Lakeview Blvd, Suite 1100, Bellevue, Washington 98004 ("CRH" or the "Company"). This engagement is undertaken on behalf of CRH as an entity and not on behalf of any individual director, officer, stockholder, or affiliate of the Company.

Calderwood & Harkness LLP (the "Firm" or "C&H") will represent CRH in connection with a comprehensive review, refresh, and amendment of CRH's corporate bylaws and board committee charters, together with related governance advisory services, as more fully described in Section 3 of this Engagement Letter.

2. Background and Context

We understand that several developments have prompted CRH's decision to undertake a thorough review and modernization of its governance framework at this time. Without limiting the generality of the foregoing, the following factors have been identified as catalysts for this engagement:

(a) Proxy Advisory Firm Expectations. The evolving governance expectations of major proxy advisory firms, including policy updates announced in connection with the 2024 proxy season, have raised the bar for governance practices at publicly traded companies. These updated policies place increased emphasis on board accountability, director qualifications and diversity, and shareholder rights provisions, among other areas. CRH recognizes the importance of aligning its governance framework with these expectations in advance of its upcoming annual meeting cycle.

(b) Delaware Case Law Developments. Recent decisions of the Delaware Court of Chancery and the Delaware Supreme Court have underscored heightened oversight duty standards applicable to boards of directors of Delaware corporations. These judicial developments counsel in favor of enhanced specificity in board committee mandates, particularly as they relate to risk oversight, compliance, and information-flow obligations. The engagement will take into account the implications of these developments for CRH's governance documents.

(c) Contested Director Election. At CRH's 2023 Annual Meeting of Stockholders, held on June 8, 2023, the Company experienced a contested election of directors. The contested election highlighted certain areas in which CRH's advance notice provisions and related procedural bylaws may benefit from modernization and clarification.

(d) Activist Shareholder Demands. Ridgepoint Capital Partners LP ("Ridgepoint"), an institutional shareholder of CRH, has publicly advocated for a series of governance reforms at the Company. As disclosed in its amended Schedule 13D (Schedule 13D/A) filed with the Securities and Exchange Commission (the "SEC") on November 17, 2023, Ridgepoint has called upon CRH to, among other things, adopt proxy access, transition to majority voting in director elections, and enhance board oversight structures. CRH's Board of Directors has determined that it is appropriate to evaluate these and other governance enhancements on their merits, independent of any activist campaign.

(e) Governance Assessment. On December 5, 2023, the law firm of Glassman & Torrey LLP delivered a governance assessment (the "G&T Assessment") to CRH's Board of Directors. The G&T Assessment identified a number of areas in which CRH's existing governance framework falls below the median practices of the Company's peer group and below recognized best-practice benchmarks. The findings of the G&T Assessment will serve as a useful reference point for the work to be undertaken in this engagement.

As CRH is a corporation organized under the laws of the State of Delaware, the substantive legal work performed in connection with this engagement will be governed by the Delaware General Corporation Law (the "DGCL") and other applicable Delaware law, as well as the rules and regulations of the SEC and the listing standards of Nasdaq, to the extent relevant to the matters within the scope of this engagement.

3. Scope of Engagement

The scope of the Firm's engagement on behalf of CRH is described in this Section 3. The Firm and CRH acknowledge that the specific deliverables and the extent of analysis may be refined as the engagement progresses and as the needs of the Company become more fully understood, subject to the mutual agreement of the parties.

3.1 Bylaws Review and Amendment

The Firm will undertake a comprehensive review of the existing Amended and Restated Bylaws of Cascade Retail Holdings Inc., which were last amended on May 14, 2019 (the "2019 Bylaws"). Building upon this review, the Firm will prepare a set of Amended and Restated Bylaws (the "Amended Bylaws") incorporating the following substantive areas, as may be further refined in consultation with the Client:

(a) Majority Voting in Director Elections. Conversion of the Company's director election standard from plurality voting to majority voting in uncontested director elections. The Amended Bylaws will include a director resignation policy requiring any incumbent director who fails to receive a majority of votes cast in an uncontested election to promptly tender his or her resignation for consideration by the Board. The Amended Bylaws will also include a plurality carve-back provision, under which the plurality standard will apply in any contested election (i.e., any election in which the number of nominees exceeds the number of director positions to be filled as of the record date or such other date as specified in the bylaws).

(b) Proxy Access. Adoption of a proxy access bylaw provision permitting eligible stockholders to include their director nominees in the Company's proxy materials. The anticipated terms of the proxy access provision, which are subject to further discussion and refinement, include: a minimum ownership threshold of three percent (3%) of the Company's outstanding shares of common stock; a continuous holding period of at least three (3) years; a cap on the number of stockholder nominees equal to the greater of two (2) nominees or twenty percent (20%) of the total number of directors then serving on the Board; and customary eligibility, procedural, and disclosure requirements consistent with market practice for proxy access bylaws.

(c) Advance Notice Provisions. Modernization of the Company's existing advance notice provisions applicable to director nominations and stockholder proposals. The updated advance notice provisions will include enhanced disclosure requirements for any nominating or proposing stockholder, including, without limitation, disclosure of derivative positions, short interests, hedging and economic exposure arrangements, material relationships with the Company or its competitors, and any agreements or understandings with respect to the nomination or proposal. The advance notice window will be calculated relative to the anniversary date of the prior year's annual meeting of stockholders, with specific opening and closing dates to be determined in consultation with the Client.

(d) Exclusive Forum Selection Provision. Adoption of an exclusive forum selection bylaw provision designating: (i) the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware, or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) as the sole and exclusive forum for internal corporate claims, including derivative actions, fiduciary duty claims, claims arising under the DGCL, and claims governed by the internal affairs doctrine; and (ii) the United States federal district courts as the sole and exclusive forum for claims arising under the Securities Act of 1933, as amended (the "Securities Act"), to the extent permitted by applicable law.

(e) Emergency Bylaw Provisions. Addition of emergency bylaw provisions consistent with Section 110 of the DGCL, addressing the conduct of the Company's affairs during any period of emergency, including, without limitation, provisions relating to the establishment of quorum requirements, the designation of substitute or additional directors, and the authority of the Board to take actions necessary to protect the interests of the Company and its stockholders during an emergency.

In addition to the Amended Bylaws, the Firm will prepare a redline/comparison document clearly showing all changes from the 2019 Bylaws to the Amended Bylaws, together with explanatory annotations summarizing the purpose and rationale for each substantive amendment. This annotated redline is intended to serve as a reference tool for the Board and management in connection with the review and adoption process.

3.2 Board Committee Charter Review and Revision

The Firm will review and revise the following existing board committee charters:

(a) Audit Committee Charter. The existing Audit Committee Charter, which was last revised in February 2020, will be updated to reflect current SEC rules and regulations, Nasdaq listing standards, and evolving best practices. Specific areas of focus for the charter revision will include: expanded risk oversight mandates, with particular attention to cybersecurity risk oversight responsibilities; enhanced whistleblower procedures and mechanisms for receiving and investigating reports of potential misconduct; strengthened compliance oversight language informed by recent Delaware case law addressing the board's oversight obligations; and any other updates identified in the course of the Firm's review.

(b) Compensation & Human Capital Committee Charter. The existing Compensation & Human Capital Committee Charter, which was last revised in March 2021, will be updated to add explicit oversight responsibility for the Company's human capital management strategy, including workforce planning, talent development, diversity, equity, and inclusion initiatives, and employee engagement. The revised charter will also incorporate oversight responsibilities related to the Company's pay-versus-performance disclosure obligations under Item 402(v) of Regulation S-K and the administration of the Company's compensation recovery (clawback) policy, as required by the clawback listing standards adopted by Nasdaq in compliance with Rule 10D-1 under the Securities Exchange Act of 1934, as amended.

(c) Nominating & Corporate Governance Committee Charter. The existing Nominating & Corporate Governance Committee Charter, which was last revised in January 2019, will be updated to incorporate oversight responsibility for environmental, social, and governance ("ESG") and sustainability matters, as appropriate for the Company's industry and stakeholder expectations. The revised charter will also address board refreshment processes, including the use of a board skills matrix to evaluate the composition and evolving needs of the Board, and will formalize annual board and committee self-evaluation procedures.

(d) Technology & Cybersecurity Committee Charter (New). The Firm will prepare a new charter for a standing Technology & Cybersecurity Committee of the Board of Directors. This new charter will formalize and expand the mandate of the ad hoc Technology & Innovation Committee that was formed by board resolution on September 15, 2022. The charter will define the committee's purpose, composition, authority, responsibilities, and reporting obligations, with a focus on oversight of the Company's technology strategy, information security program, cybersecurity risk management, data privacy, and related matters.

For each existing charter, the Firm will prepare a redline document showing changes from the prior version to the revised charter. The Firm will also prepare a clean copy of each revised charter and the new Technology & Cybersecurity Committee Charter for use in connection with Board and committee approvals.

3.3 Related Governance Advice

In addition to the bylaws and charter work described in Sections 3.1 and 3.2, the Firm will provide the following related governance advisory services:

(a) Governance Gap Analysis Memorandum. The Firm will prepare a memorandum identifying areas in which CRH's existing governance documents and practices fall short of current best practices, peer benchmarks (including benchmarks drawn from the G&T Assessment), and applicable legal and regulatory requirements. The governance gap analysis will be designed to provide the Board and management with a roadmap for prioritizing governance enhancements.

(b) Delaware Law Research Memorandum. The Firm will prepare a research memorandum addressing recent amendments to the DGCL and relevant Delaware case law developments, with particular emphasis on the officer exculpation amendment to DGCL Section 102(b)(7), which became effective on August 1, 2022, and its implications for CRH's certificate of incorporation and governance practices. The memorandum will also address other recent statutory and judicial developments relevant to the scope of this engagement.

(c) Board Governance Workshop. The Firm will prepare presentation materials for, and participate in, a board governance workshop to be presented to the CRH Board of Directors. The workshop is intended to provide directors with an overview of the governance landscape, a summary of the Firm's recommendations, and an opportunity for discussion and Q&A. The Firm will work with CRH to schedule the workshop at a time that is convenient for the Board.

(d) Board Resolutions. The Firm will prepare board resolutions authorizing the adoption of the Amended Bylaws, the revised committee charters, and the new Technology & Cybersecurity Committee Charter, for consideration and approval by the Board.

(e) Form 8-K Advice. The Firm will advise CRH regarding the filing of a Current Report on Form 8-K with the SEC to disclose the adoption of the Amended Bylaws, including advice regarding the appropriate item(s) under Form 8-K, the required exhibit(s), and the timing of the filing.

(f) Officer Exculpation Advisory. The Firm will advise CRH regarding a potential recommendation to stockholders to approve an amendment to the Company's Restated Certificate of Incorporation to add an officer exculpation provision, which could be submitted for stockholder approval at CRH's 2024 Annual Meeting of Stockholders. This advisory work will be limited to a preliminary assessment and recommendation; the drafting of the certificate of incorporation amendment itself, the preparation of related proxy statement disclosure, and the filing of any related documents with the Secretary of State of Delaware or the SEC are expressly excluded from the scope of this engagement and would be addressed under a separate engagement letter if requested by the Client.

3.4 Scope Exclusions

The parties acknowledge and agree that the following matters are expressly excluded from the scope of this engagement:

(a) This engagement does not include the representation of CRH in any proxy contest, litigation, regulatory proceeding, or activist shareholder negotiation, whether involving Ridgepoint Capital Partners LP or any other party.

(b) This engagement does not include the preparation of proxy statement disclosures, the drafting of a certificate of incorporation amendment, or the preparation or filing of SEC filings other than advice in connection with the Form 8-K disclosure referenced in Section 3.3(e) above.

(c) This engagement does not include the review, negotiation, or drafting of any agreements, settlements, standstill arrangements, or other understandings with Ridgepoint Capital Partners LP or its counsel, Whitfield & Pratt LLP, or with any other stockholder, activist, or third party.

(d) Any additional services beyond the scope described in this Section 3, including any matter arising out of or related to the subject matter of this engagement but not specifically enumerated herein, will require a separate engagement letter or a written amendment to this Engagement Letter, signed by both parties.

4. Engagement Team

The following professionals will principally staff this engagement:

Howard Bellamy, Partner — Responsible Partner. Mr. Bellamy is a partner in the Firm's Antitrust & Competition group and has been cross-staffed to this engagement based on his long-standing relationship with CRH and his significant senior governance experience, which includes service as Deputy General Counsel at a publicly traded company prior to joining Calderwood & Harkness LLP. Mr. Bellamy will have overall supervisory responsibility for the engagement and will serve as the primary partner contact for CRH. All significant communications, deliverables, and strategic recommendations will be reviewed and approved by Mr. Bellamy prior to delivery to the Client.

Douglas Fairchild, Partner — Billing Partner. Mr. Fairchild is a partner in the Firm's Real Estate group and serves as the relationship partner for CRH across all Calderwood & Harkness LLP engagements, including the Firm's ongoing representation of CRH in connection with its real estate portfolio and lease matters. Mr. Fairchild will serve as the billing partner for this engagement and will be available for client relationship matters as needed. Mr. Fairchild is not expected to perform substantive legal work on this engagement, and his time, if any, will be billed only for client relationship, billing, or administrative functions.

Eric Johannsen, Associate — Lead Associate. Mr. Johannsen is a member of the Firm's Capital Markets group with substantial experience in corporate governance matters, SEC reporting, and public company advisory work. Mr. Johannsen will serve as the primary day-to-day associate contact for CRH and will be responsible for the principal drafting and analysis of all deliverables, including the Amended Bylaws, committee charters, memoranda, and board materials.

Claire Dempsey, Associate — Working Associate. Ms. Dempsey is a second-year associate in the Firm's Capital Markets group. Ms. Dempsey will assist Mr. Johannsen with legal research, initial drafting, and committee charter revisions. Ms. Dempsey's work will be supervised by Mr. Johannsen and reviewed by Mr. Bellamy.

The Firm reserves the right to assign additional attorneys, paralegals, or staff to this engagement as needed to ensure the timely and effective delivery of services. The Firm will provide notice to the Client of any such additional assignment, including the identity and applicable rate of the assigned professional. In addition, the Firm may engage the resources of its Wilmington, Delaware office, including Delaware-admitted attorneys with specialized expertise in the DGCL, for matters of Delaware law as appropriate.

5. Fee Arrangement

5.1 Hourly Rates

The Firm will bill for professional services rendered in connection with this engagement on an hourly basis. The current hourly rates for the professionals identified in Section 4 are as follows:

These rates are current as of the date of this Engagement Letter and are subject to adjustment in accordance with the Firm's standard rate adjustment policies. Rate adjustments are typically implemented effective January 1 of each calendar year. The Firm will provide advance notice to the Client of any rate adjustments applicable to this engagement. Rates for any additional professionals assigned to the engagement will be communicated to the Client at the time of their assignment.

5.2 Volume discount

Consistent with the standing fee arrangement between Calderwood & Harkness LLP and Cascade Retail Holdings Inc., as reflected in the master outside counsel engagement terms currently in effect between the Firm and the Company, all professional fees billed in connection with this engagement will be subject to a volume discount of eight percent (8%), which will be applied to the aggregate fees invoiced for each billing period. The volume discount will be reflected as a separate line item on each invoice.

5.3 Fee Estimate

Based on the scope of engagement described in Section 3 of this Engagement Letter and the Firm's experience with similar governance review and bylaws amendment projects, the Firm estimates that total professional fees for this engagement (before application of the 8% volume discount described in Section 5.2) will be in the range of $275,000 to $350,000.

This estimate is provided for planning and budgeting purposes only and does not constitute a fee cap, a fixed fee, or a guaranteed maximum price. Actual fees will depend on a number of factors that cannot be predicted with certainty at the outset of the engagement, including the complexity of the legal and governance issues identified during the review, the number and extent of revisions requested by the Board or management, the scope and duration of board interactions and workshop preparation, and any expansion or contraction of the scope of work during the course of the engagement.

The Firm is committed to transparency in its billing practices and will keep the Client apprised of the status of fees throughout the engagement. If, at any point during the engagement, it appears that actual fees may exceed the estimated range set forth above, the Firm will promptly notify the Client and discuss the reasons for the variance and any available alternatives.

5.4 Expenses. In addition to professional fees, CRH will be responsible for reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses may include, without limitation, travel expenses (including airfare, lodging, and ground transportation), filing fees, document reproduction and printing costs, electronic research charges (e.g., Westmark Data Systems, Sundial Solutions), messenger and courier charges, and similar disbursements. The Firm does not anticipate significant out-of-pocket expenses for this engagement, given that the work is expected to be performed primarily from the Firm's Seattle office. The Firm will seek advance approval from the Client before incurring any single expense or category of expenses in excess of $2,500.

5.5 Billing and Payment

Invoices for professional fees and expenses will be rendered on a monthly basis. Each invoice will include a reasonably detailed description of the services performed during the applicable billing period, the identity of each timekeeper who recorded time to the matter, the number of hours expended by each timekeeper, and the applicable hourly rate. Expenses will be itemized separately.

All invoices are due and payable within thirty (30) days of the invoice date. Invoices will be directed to the attention of Priya Sundaram, Executive Vice President, General Counsel & Corporate Secretary, at the address set forth above, unless the Client provides written instructions directing invoices to a different address or contact person. The Firm is able to submit invoices electronically in such format as the Client may reasonably request.

6. Client Responsibilities

The Firm's ability to perform the services described in this Engagement Letter efficiently and effectively is dependent upon the timely cooperation and assistance of the Client. In connection with this engagement, CRH agrees to:

(a) Provide the Firm with timely access to all existing governance documents and materials reasonably necessary for the performance of the engagement, including, without limitation: the 2019 Bylaws; the Restated Certificate of Incorporation of Cascade Retail Holdings Inc. (as filed with the Secretary of State of the State of Delaware on October 3, 2016); all existing board committee charters; relevant board and committee resolutions and minutes; prior governance assessments and analyses, including the governance assessment delivered by Glassman & Torrey LLP on December 5, 2023; and any other documents or information that the Firm may reasonably request.

(b) Designate Priya Sundaram, Executive Vice President, General Counsel & Corporate Secretary, as the primary point of contact for the engagement, with authority to provide instructions, furnish information, approve deliverables, and make decisions on behalf of the Client in connection with this engagement.

(c) Facilitate access to members of the Board of Directors and officers of the Company as reasonably necessary for the Firm to perform its services, including in connection with the board governance workshop described in Section 3.3(c) and any follow-up discussions with individual directors or committee chairs.

(d) Review and provide comments on draft deliverables in a timely manner, so as to enable the Firm to complete the engagement within the anticipated timeline described in Section 7 below. The Firm recognizes that the Client's review process is subject to the availability and schedules of the Board and management, and will work cooperatively with the Client to accommodate reasonable scheduling needs.

7. Anticipated Timeline

The Firm anticipates that the engagement will proceed in accordance with the following milestones, subject to adjustment based on board scheduling, the scope and volume of revisions, and the Client's review process:

The foregoing timeline is an estimate only and is provided for planning purposes. The Firm will work with the Client to establish firm deadlines as the engagement progresses. Any material delay in the provision of documents, access, or feedback by the Client may result in a corresponding adjustment to the timeline.

8. Confidentiality

All information provided by CRH to the Firm in connection with this engagement, including documents, data, communications, and other materials, will be treated as confidential by the Firm and its personnel, in accordance with the Firm's professional obligations under applicable rules of professional conduct. The Firm will not disclose such information to any third party without the prior written consent of the Client, except as may be required by law, court order, or applicable professional obligations.

Communications between the Firm and the Client, and work product generated by the Firm in connection with this engagement, are intended to be protected by the attorney-client privilege, the work product doctrine, and any other applicable protections. Both parties will take reasonable steps to preserve the confidentiality and privileged nature of such communications and materials. Nothing in this Engagement Letter is intended to waive or limit any applicable privilege or protection.

To the extent that the Firm and CRH enter into any separate confidentiality agreement, common interest agreement, or joint defense agreement in connection with the matters covered by this engagement, the terms of such agreement shall supplement the confidentiality obligations set forth in this Section 8.

9. Conflicts of Interest

The Firm has conducted a conflicts check in accordance with its standard procedures and the requirements of the Washington Rules of Professional Conduct. Based on the results of that check, the Firm has not identified any existing conflict of interest that would preclude the Firm from undertaking this engagement on behalf of CRH.

The Firm confirms that it does not currently represent Ridgepoint Capital Partners LP, Whitfield & Pratt LLP, or any other party with interests adverse to CRH in connection with the matters covered by this engagement. In the event that the Firm identifies any potential conflict during the course of this engagement, the Firm will promptly notify the Client and take such steps as may be required under applicable professional responsibility rules.

The Firm is a large, multi-practice law firm that represents a wide range of clients across many industries and practice areas. CRH acknowledges and agrees that the Firm may represent other clients in matters unrelated to this engagement, including matters that may involve parties who are competitors, customers, suppliers, or counterparties of CRH, provided that such representations do not involve the subject matter of this engagement and are consistent with the Firm's obligations under applicable rules of professional conduct. This acknowledgment is consistent with the Firm's standard conflicts waiver language and is not intended to waive any right of CRH to object to a specific adverse representation that would constitute a conflict of interest under applicable rules.

10. Document Retention

The Firm will maintain files related to this engagement (including paper and electronic files) in accordance with its standard document retention policies. Under the Firm's current retention policy, engagement files are maintained for a minimum of seven (7) years following the administrative close of the matter, after which time such files may be destroyed or disposed of in the Firm's discretion without further notice to the Client, unless the Client has provided written instructions to the contrary.

Any original documents provided by CRH to the Firm in connection with this engagement will be returned to the Client at the conclusion of the engagement or upon the Client's earlier written request. The Client is encouraged to maintain its own copies of all documents and materials provided to the Firm.

11. Termination

Either party may terminate this engagement at any time upon written notice to the other party. The Firm's right to withdraw from the engagement is subject to the Firm's obligations under applicable rules of professional conduct, including any requirement to obtain leave of a tribunal, if applicable.

Upon termination of the engagement, whether by the Client or by the Firm, CRH will remain responsible for the payment of all professional fees and expenses incurred through the effective date of termination, in accordance with the fee arrangement described in Section 5 of this Engagement Letter.

In the event of termination, the Firm will cooperate in any transition of the engagement to successor counsel designated by CRH, including by making available files, work product, and other materials to the extent reasonably requested by the Client or its successor counsel, subject to the Firm's retention of copies for its own records and the satisfaction of any outstanding fees and expenses.

12. Governing Law

This Engagement Letter and the relationship between Calderwood & Harkness LLP and Cascade Retail Holdings Inc. arising out of or relating to this engagement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflicts of law principles.

The parties acknowledge that the substantive legal work to be performed under this engagement will be governed by the Delaware General Corporation Law and other applicable Delaware law, as well as the rules and regulations of the SEC and the listing standards of Nasdaq, to the extent relevant. Nothing in this Section 12 is intended to alter the substantive law applicable to the legal advice rendered in connection with this engagement.

13. Acceptance and Countersignature

We respectfully request that you confirm CRH's agreement to the terms and conditions set forth in this Engagement Letter by countersigning a copy of this letter in the space provided below and returning it to the Firm at your earliest convenience. A PDF copy returned by email to howard.bellamy@calderwoodharkness.com will be sufficient for this purpose, with a hard copy to follow by mail.

This Engagement Letter, together with any attachments hereto, constitutes the entire agreement between Calderwood & Harkness LLP and Cascade Retail Holdings Inc. with respect to the scope and terms of this engagement and supersedes any and all prior oral or written agreements, understandings, or representations regarding the subject matter hereof. This Engagement Letter may be amended only by a written instrument signed by both parties.

We look forward to working with you and the Cascade Retail Holdings team on this important governance initiative. Please do not hesitate to contact me or Eric Johannsen if you have any questions about this letter or any aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Howard Bellamy Partner Calderwood & Harkness LLP 999 Third Avenue, Suite 4200 Seattle, WA 98104 Telephone: (206) 555-7812

Email: howard.bellamy@calderwoodharkness.com

AGREED AND ACCEPTED

The undersigned, on behalf of Cascade Retail Holdings Inc., hereby confirms agreement to the terms and conditions of this Engagement Letter as set forth above.

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Priya Sundaram

Title: Executive Vice President, General Counsel & Corporate Secretary

Date: ________

cc: Douglas Fairchild, Partner, Calderwood & Harkness LLP Eric Johannsen, Associate, Calderwood & Harkness LLP

Timekeeper	Role	Hourly Rate
Howard Bellamy	Partner	$1,150
Douglas Fairchild	Partner	$1,050
Eric Johannsen	Associate	$725
Claire Dempsey	Associate	$525
Target Date	Milestone
Late January 2024	Delivery of governance gap analysis memorandum and Delaware law research memorandum
Mid-February 2024	Circulation of first draft of Amended and Restated Bylaws (with annotated redline) to the Client for review
Late February 2024	Board governance workshop/presentation to the CRH Board of Directors
Early March 2024	Circulation of revised draft Amended Bylaws and revised/new committee charters incorporating Client feedback
Mid-March 2024	Board meeting to consider and adopt the Amended Bylaws and revised/new committee charters; filing of Current Report on Form 8-K with the SEC
Late March / Early April 2024	Delivery of closing binder and governance manual; administrative close of the matter

CALDERWOOD & HARKNESS LLP Attorneys at Law
999 Third Avenue, Suite 4200 Seattle, Washington 98104 Telephone: (206) 555-7800 Facsimile: (206) 555-7801
300 Delaware Avenue, Suite 900 Wilmington, Delaware 19801 Telephone: (302) 555-2100 Facsimile: (302) 555-2101
January 18, 2024
VIA EMAIL AND FIRST CLASS MAIL
Priya Sundaram Executive Vice President, General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 4800 Lakeview Blvd, Suite 1100 Bellevue, WA 98004
Re: Engagement of Calderwood & Harkness LLP — Corporate Governance Review and Bylaws/Committee Charter Refresh C&H Matter No. 1038-00005
Dear Ms. Sundaram:
1. Introduction and Engagement Confirmation
We appreciate the confidence that Cascade Retail Holdings Inc. has placed in Calderwood & Harkness LLP by selecting the firm to serve as outside counsel in connection with the matters described in this letter. It is a privilege to be entrusted with this important governance initiative, and we look forward to bringing the full resources of the firm to bear on behalf of Cascade Retail Holdings Inc. and its Board of Directors.
This letter (the "Engagement Letter") memorializes the terms and conditions of the engagement as discussed during the initial scoping call held on January 5, 2024, between you, on behalf of Cascade Retail Holdings Inc., and Howard Bellamy, Partner, on behalf of Calderwood & Harkness LLP. The purpose of this Engagement Letter is to confirm the scope of the engagement, the responsibilities of each party, the fee arrangement, and other terms governing the attorney-client relationship.
For purposes of this Engagement Letter, the "Client" is Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware and listed on the Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "CRHI," with its principal executive offices located at 4800 Lakeview Blvd, Suite 1100, Bellevue, Washington 98004 ("CRH" or the "Company"). This engagement is undertaken on behalf of CRH as an entity and not on behalf of any individual director, officer, stockholder, or affiliate of the Company.
Calderwood & Harkness LLP (the "Firm" or "C&H") will represent CRH in connection with a comprehensive review, refresh, and amendment of CRH's corporate bylaws and board committee charters, together with related governance advisory services, as more fully described in Section 3 of this Engagement Letter.
2. Background and Context
We understand that several developments have prompted CRH's decision to undertake a thorough review and modernization of its governance framework at this time. Without limiting the generality of the foregoing, the following factors have been identified as catalysts for this engagement:
(a) Proxy Advisory Firm Expectations. The evolving governance expectations of major proxy advisory firms, including policy updates announced in connection with the 2024 proxy season, have raised the bar for governance practices at publicly traded companies. These updated policies place increased emphasis on board accountability, director qualifications and diversity, and shareholder rights provisions, among other areas. CRH recognizes the importance of aligning its governance framework with these expectations in advance of its upcoming annual meeting cycle.
(b) Delaware Case Law Developments. Recent decisions of the Delaware Court of Chancery and the Delaware Supreme Court have underscored heightened oversight duty standards applicable to boards of directors of Delaware corporations. These judicial developments counsel in favor of enhanced specificity in board committee mandates, particularly as they relate to risk oversight, compliance, and information-flow obligations. The engagement will take into account the implications of these developments for CRH's governance documents.
(c) Contested Director Election. At CRH's 2023 Annual Meeting of Stockholders, held on June 8, 2023, the Company experienced a contested election of directors. The contested election highlighted certain areas in which CRH's advance notice provisions and related procedural bylaws may benefit from modernization and clarification.
(d) Activist Shareholder Demands. Ridgepoint Capital Partners LP ("Ridgepoint"), an institutional shareholder of CRH, has publicly advocated for a series of governance reforms at the Company. As disclosed in its amended Schedule 13D (Schedule 13D/A) filed with the Securities and Exchange Commission (the "SEC") on November 17, 2023, Ridgepoint has called upon CRH to, among other things, adopt proxy access, transition to majority voting in director elections, and enhance board oversight structures. CRH's Board of Directors has determined that it is appropriate to evaluate these and other governance enhancements on their merits, independent of any activist campaign.
(e) Governance Assessment. On December 5, 2023, the law firm of Glassman & Torrey LLP delivered a governance assessment (the "G&T Assessment") to CRH's Board of Directors. The G&T Assessment identified a number of areas in which CRH's existing governance framework falls below the median practices of the Company's peer group and below recognized best-practice benchmarks. The findings of the G&T Assessment will serve as a useful reference point for the work to be undertaken in this engagement.
As CRH is a corporation organized under the laws of the State of Delaware, the substantive legal work performed in connection with this engagement will be governed by the Delaware General Corporation Law (the "DGCL") and other applicable Delaware law, as well as the rules and regulations of the SEC and the listing standards of Nasdaq, to the extent relevant to the matters within the scope of this engagement.
3. Scope of Engagement
The scope of the Firm's engagement on behalf of CRH is described in this Section 3. The Firm and CRH acknowledge that the specific deliverables and the extent of analysis may be refined as the engagement progresses and as the needs of the Company become more fully understood, subject to the mutual agreement of the parties.
3.1 Bylaws Review and Amendment
The Firm will undertake a comprehensive review of the existing Amended and Restated Bylaws of Cascade Retail Holdings Inc., which were last amended on May 14, 2019 (the "2019 Bylaws"). Building upon this review, the Firm will prepare a set of Amended and Restated Bylaws (the "Amended Bylaws") incorporating the following substantive areas, as may be further refined in consultation with the Client:
(a) Majority Voting in Director Elections. Conversion of the Company's director election standard from plurality voting to majority voting in uncontested director elections. The Amended Bylaws will include a director resignation policy requiring any incumbent director who fails to receive a majority of votes cast in an uncontested election to promptly tender his or her resignation for consideration by the Board. The Amended Bylaws will also include a plurality carve-back provision, under which the plurality standard will apply in any contested election (i.e., any election in which the number of nominees exceeds the number of director positions to be filled as of the record date or such other date as specified in the bylaws).
(b) Proxy Access. Adoption of a proxy access bylaw provision permitting eligible stockholders to include their director nominees in the Company's proxy materials. The anticipated terms of the proxy access provision, which are subject to further discussion and refinement, include: a minimum ownership threshold of three percent (3%) of the Company's outstanding shares of common stock; a continuous holding period of at least three (3) years; a cap on the number of stockholder nominees equal to the greater of two (2) nominees or twenty percent (20%) of the total number of directors then serving on the Board; and customary eligibility, procedural, and disclosure requirements consistent with market practice for proxy access bylaws.
(c) Advance Notice Provisions. Modernization of the Company's existing advance notice provisions applicable to director nominations and stockholder proposals. The updated advance notice provisions will include enhanced disclosure requirements for any nominating or proposing stockholder, including, without limitation, disclosure of derivative positions, short interests, hedging and economic exposure arrangements, material relationships with the Company or its competitors, and any agreements or understandings with respect to the nomination or proposal. The advance notice window will be calculated relative to the anniversary date of the prior year's annual meeting of stockholders, with specific opening and closing dates to be determined in consultation with the Client.
(d) Exclusive Forum Selection Provision. Adoption of an exclusive forum selection bylaw provision designating: (i) the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware, or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) as the sole and exclusive forum for internal corporate claims, including derivative actions, fiduciary duty claims, claims arising under the DGCL, and claims governed by the internal affairs doctrine; and (ii) the United States federal district courts as the sole and exclusive forum for claims arising under the Securities Act of 1933, as amended (the "Securities Act"), to the extent permitted by applicable law.
(e) Emergency Bylaw Provisions. Addition of emergency bylaw provisions consistent with Section 110 of the DGCL, addressing the conduct of the Company's affairs during any period of emergency, including, without limitation, provisions relating to the establishment of quorum requirements, the designation of substitute or additional directors, and the authority of the Board to take actions necessary to protect the interests of the Company and its stockholders during an emergency.
In addition to the Amended Bylaws, the Firm will prepare a redline/comparison document clearly showing all changes from the 2019 Bylaws to the Amended Bylaws, together with explanatory annotations summarizing the purpose and rationale for each substantive amendment. This annotated redline is intended to serve as a reference tool for the Board and management in connection with the review and adoption process.
3.2 Board Committee Charter Review and Revision
The Firm will review and revise the following existing board committee charters:
(a) Audit Committee Charter. The existing Audit Committee Charter, which was last revised in February 2020, will be updated to reflect current SEC rules and regulations, Nasdaq listing standards, and evolving best practices. Specific areas of focus for the charter revision will include: expanded risk oversight mandates, with particular attention to cybersecurity risk oversight responsibilities; enhanced whistleblower procedures and mechanisms for receiving and investigating reports of potential misconduct; strengthened compliance oversight language informed by recent Delaware case law addressing the board's oversight obligations; and any other updates identified in the course of the Firm's review.
(b) Compensation & Human Capital Committee Charter. The existing Compensation & Human Capital Committee Charter, which was last revised in March 2021, will be updated to add explicit oversight responsibility for the Company's human capital management strategy, including workforce planning, talent development, diversity, equity, and inclusion initiatives, and employee engagement. The revised charter will also incorporate oversight responsibilities related to the Company's pay-versus-performance disclosure obligations under Item 402(v) of Regulation S-K and the administration of the Company's compensation recovery (clawback) policy, as required by the clawback listing standards adopted by Nasdaq in compliance with Rule 10D-1 under the Securities Exchange Act of 1934, as amended.
(c) Nominating & Corporate Governance Committee Charter. The existing Nominating & Corporate Governance Committee Charter, which was last revised in January 2019, will be updated to incorporate oversight responsibility for environmental, social, and governance ("ESG") and sustainability matters, as appropriate for the Company's industry and stakeholder expectations. The revised charter will also address board refreshment processes, including the use of a board skills matrix to evaluate the composition and evolving needs of the Board, and will formalize annual board and committee self-evaluation procedures.
(d) Technology & Cybersecurity Committee Charter (New). The Firm will prepare a new charter for a standing Technology & Cybersecurity Committee of the Board of Directors. This new charter will formalize and expand the mandate of the ad hoc Technology & Innovation Committee that was formed by board resolution on September 15, 2022. The charter will define the committee's purpose, composition, authority, responsibilities, and reporting obligations, with a focus on oversight of the Company's technology strategy, information security program, cybersecurity risk management, data privacy, and related matters.
For each existing charter, the Firm will prepare a redline document showing changes from the prior version to the revised charter. The Firm will also prepare a clean copy of each revised charter and the new Technology & Cybersecurity Committee Charter for use in connection with Board and committee approvals.
3.3 Related Governance Advice
In addition to the bylaws and charter work described in Sections 3.1 and 3.2, the Firm will provide the following related governance advisory services:
(a) Governance Gap Analysis Memorandum. The Firm will prepare a memorandum identifying areas in which CRH's existing governance documents and practices fall short of current best practices, peer benchmarks (including benchmarks drawn from the G&T Assessment), and applicable legal and regulatory requirements. The governance gap analysis will be designed to provide the Board and management with a roadmap for prioritizing governance enhancements.
(b) Delaware Law Research Memorandum. The Firm will prepare a research memorandum addressing recent amendments to the DGCL and relevant Delaware case law developments, with particular emphasis on the officer exculpation amendment to DGCL Section 102(b)(7), which became effective on August 1, 2022, and its implications for CRH's certificate of incorporation and governance practices. The memorandum will also address other recent statutory and judicial developments relevant to the scope of this engagement.
(c) Board Governance Workshop. The Firm will prepare presentation materials for, and participate in, a board governance workshop to be presented to the CRH Board of Directors. The workshop is intended to provide directors with an overview of the governance landscape, a summary of the Firm's recommendations, and an opportunity for discussion and Q&A. The Firm will work with CRH to schedule the workshop at a time that is convenient for the Board.
(d) Board Resolutions. The Firm will prepare board resolutions authorizing the adoption of the Amended Bylaws, the revised committee charters, and the new Technology & Cybersecurity Committee Charter, for consideration and approval by the Board.
(e) Form 8-K Advice. The Firm will advise CRH regarding the filing of a Current Report on Form 8-K with the SEC to disclose the adoption of the Amended Bylaws, including advice regarding the appropriate item(s) under Form 8-K, the required exhibit(s), and the timing of the filing.
(f) Officer Exculpation Advisory. The Firm will advise CRH regarding a potential recommendation to stockholders to approve an amendment to the Company's Restated Certificate of Incorporation to add an officer exculpation provision, which could be submitted for stockholder approval at CRH's 2024 Annual Meeting of Stockholders. This advisory work will be limited to a preliminary assessment and recommendation; the drafting of the certificate of incorporation amendment itself, the preparation of related proxy statement disclosure, and the filing of any related documents with the Secretary of State of Delaware or the SEC are expressly excluded from the scope of this engagement and would be addressed under a separate engagement letter if requested by the Client.
3.4 Scope Exclusions
The parties acknowledge and agree that the following matters are expressly excluded from the scope of this engagement:
(a) This engagement does not include the representation of CRH in any proxy contest, litigation, regulatory proceeding, or activist shareholder negotiation, whether involving Ridgepoint Capital Partners LP or any other party.
(b) This engagement does not include the preparation of proxy statement disclosures, the drafting of a certificate of incorporation amendment, or the preparation or filing of SEC filings other than advice in connection with the Form 8-K disclosure referenced in Section 3.3(e) above.
(c) This engagement does not include the review, negotiation, or drafting of any agreements, settlements, standstill arrangements, or other understandings with Ridgepoint Capital Partners LP or its counsel, Whitfield & Pratt LLP, or with any other stockholder, activist, or third party.
(d) Any additional services beyond the scope described in this Section 3, including any matter arising out of or related to the subject matter of this engagement but not specifically enumerated herein, will require a separate engagement letter or a written amendment to this Engagement Letter, signed by both parties.
4. Engagement Team
The following professionals will principally staff this engagement:
Howard Bellamy, Partner — Responsible Partner. Mr. Bellamy is a partner in the Firm's Antitrust & Competition group and has been cross-staffed to this engagement based on his long-standing relationship with CRH and his significant senior governance experience, which includes service as Deputy General Counsel at a publicly traded company prior to joining Calderwood & Harkness LLP. Mr. Bellamy will have overall supervisory responsibility for the engagement and will serve as the primary partner contact for CRH. All significant communications, deliverables, and strategic recommendations will be reviewed and approved by Mr. Bellamy prior to delivery to the Client.
Douglas Fairchild, Partner — Billing Partner. Mr. Fairchild is a partner in the Firm's Real Estate group and serves as the relationship partner for CRH across all Calderwood & Harkness LLP engagements, including the Firm's ongoing representation of CRH in connection with its real estate portfolio and lease matters. Mr. Fairchild will serve as the billing partner for this engagement and will be available for client relationship matters as needed. Mr. Fairchild is not expected to perform substantive legal work on this engagement, and his time, if any, will be billed only for client relationship, billing, or administrative functions.
Eric Johannsen, Associate — Lead Associate. Mr. Johannsen is a member of the Firm's Capital Markets group with substantial experience in corporate governance matters, SEC reporting, and public company advisory work. Mr. Johannsen will serve as the primary day-to-day associate contact for CRH and will be responsible for the principal drafting and analysis of all deliverables, including the Amended Bylaws, committee charters, memoranda, and board materials.
Claire Dempsey, Associate — Working Associate. Ms. Dempsey is a second-year associate in the Firm's Capital Markets group. Ms. Dempsey will assist Mr. Johannsen with legal research, initial drafting, and committee charter revisions. Ms. Dempsey's work will be supervised by Mr. Johannsen and reviewed by Mr. Bellamy.
The Firm reserves the right to assign additional attorneys, paralegals, or staff to this engagement as needed to ensure the timely and effective delivery of services. The Firm will provide notice to the Client of any such additional assignment, including the identity and applicable rate of the assigned professional. In addition, the Firm may engage the resources of its Wilmington, Delaware office, including Delaware-admitted attorneys with specialized expertise in the DGCL, for matters of Delaware law as appropriate.
5. Fee Arrangement
5.1 Hourly Rates
The Firm will bill for professional services rendered in connection with this engagement on an hourly basis. The current hourly rates for the professionals identified in Section 4 are as follows:
These rates are current as of the date of this Engagement Letter and are subject to adjustment in accordance with the Firm's standard rate adjustment policies. Rate adjustments are typically implemented effective January 1 of each calendar year. The Firm will provide advance notice to the Client of any rate adjustments applicable to this engagement. Rates for any additional professionals assigned to the engagement will be communicated to the Client at the time of their assignment.
5.2 Volume discount
Consistent with the standing fee arrangement between Calderwood & Harkness LLP and Cascade Retail Holdings Inc., as reflected in the master outside counsel engagement terms currently in effect between the Firm and the Company, all professional fees billed in connection with this engagement will be subject to a volume discount of eight percent (8%), which will be applied to the aggregate fees invoiced for each billing period. The volume discount will be reflected as a separate line item on each invoice.
5.3 Fee Estimate
Based on the scope of engagement described in Section 3 of this Engagement Letter and the Firm's experience with similar governance review and bylaws amendment projects, the Firm estimates that total professional fees for this engagement (before application of the 8% volume discount described in Section 5.2) will be in the range of $275,000 to $350,000.
This estimate is provided for planning and budgeting purposes only and does not constitute a fee cap, a fixed fee, or a guaranteed maximum price. Actual fees will depend on a number of factors that cannot be predicted with certainty at the outset of the engagement, including the complexity of the legal and governance issues identified during the review, the number and extent of revisions requested by the Board or management, the scope and duration of board interactions and workshop preparation, and any expansion or contraction of the scope of work during the course of the engagement.
The Firm is committed to transparency in its billing practices and will keep the Client apprised of the status of fees throughout the engagement. If, at any point during the engagement, it appears that actual fees may exceed the estimated range set forth above, the Firm will promptly notify the Client and discuss the reasons for the variance and any available alternatives.
5.4 Expenses.  In addition to professional fees, CRH will be responsible for reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses may include, without limitation, travel expenses (including airfare, lodging, and ground transportation), filing fees, document reproduction and printing costs, electronic research charges (e.g., Westmark Data Systems, Sundial Solutions), messenger and courier charges, and similar disbursements. The Firm does not anticipate significant out-of-pocket expenses for this engagement, given that the work is expected to be performed primarily from the Firm's Seattle office. The Firm will seek advance approval from the Client before incurring any single expense or category of expenses in excess of $2,500.
5.5 Billing and Payment
Invoices for professional fees and expenses will be rendered on a monthly basis. Each invoice will include a reasonably detailed description of the services performed during the applicable billing period, the identity of each timekeeper who recorded time to the matter, the number of hours expended by each timekeeper, and the applicable hourly rate. Expenses will be itemized separately.
All invoices are due and payable within thirty (30) days of the invoice date. Invoices will be directed to the attention of Priya Sundaram, Executive Vice President, General Counsel & Corporate Secretary, at the address set forth above, unless the Client provides written instructions directing invoices to a different address or contact person. The Firm is able to submit invoices electronically in such format as the Client may reasonably request.
6. Client Responsibilities
The Firm's ability to perform the services described in this Engagement Letter efficiently and effectively is dependent upon the timely cooperation and assistance of the Client. In connection with this engagement, CRH agrees to:
(a) Provide the Firm with timely access to all existing governance documents and materials reasonably necessary for the performance of the engagement, including, without limitation: the 2019 Bylaws; the Restated Certificate of Incorporation of Cascade Retail Holdings Inc. (as filed with the Secretary of State of the State of Delaware on October 3, 2016); all existing board committee charters; relevant board and committee resolutions and minutes; prior governance assessments and analyses, including the governance assessment delivered by Glassman & Torrey LLP on December 5, 2023; and any other documents or information that the Firm may reasonably request.
(b) Designate Priya Sundaram, Executive Vice President, General Counsel & Corporate Secretary, as the primary point of contact for the engagement, with authority to provide instructions, furnish information, approve deliverables, and make decisions on behalf of the Client in connection with this engagement.
(c) Facilitate access to members of the Board of Directors and officers of the Company as reasonably necessary for the Firm to perform its services, including in connection with the board governance workshop described in Section 3.3(c) and any follow-up discussions with individual directors or committee chairs.
(d) Review and provide comments on draft deliverables in a timely manner, so as to enable the Firm to complete the engagement within the anticipated timeline described in Section 7 below. The Firm recognizes that the Client's review process is subject to the availability and schedules of the Board and management, and will work cooperatively with the Client to accommodate reasonable scheduling needs.
7. Anticipated Timeline
The Firm anticipates that the engagement will proceed in accordance with the following milestones, subject to adjustment based on board scheduling, the scope and volume of revisions, and the Client's review process:
The foregoing timeline is an estimate only and is provided for planning purposes. The Firm will work with the Client to establish firm deadlines as the engagement progresses. Any material delay in the provision of documents, access, or feedback by the Client may result in a corresponding adjustment to the timeline.
8. Confidentiality
All information provided by CRH to the Firm in connection with this engagement, including documents, data, communications, and other materials, will be treated as confidential by the Firm and its personnel, in accordance with the Firm's professional obligations under applicable rules of professional conduct. The Firm will not disclose such information to any third party without the prior written consent of the Client, except as may be required by law, court order, or applicable professional obligations.
Communications between the Firm and the Client, and work product generated by the Firm in connection with this engagement, are intended to be protected by the attorney-client privilege, the work product doctrine, and any other applicable protections. Both parties will take reasonable steps to preserve the confidentiality and privileged nature of such communications and materials. Nothing in this Engagement Letter is intended to waive or limit any applicable privilege or protection.
To the extent that the Firm and CRH enter into any separate confidentiality agreement, common interest agreement, or joint defense agreement in connection with the matters covered by this engagement, the terms of such agreement shall supplement the confidentiality obligations set forth in this Section 8.
9. Conflicts of Interest
The Firm has conducted a conflicts check in accordance with its standard procedures and the requirements of the Washington Rules of Professional Conduct. Based on the results of that check, the Firm has not identified any existing conflict of interest that would preclude the Firm from undertaking this engagement on behalf of CRH.
The Firm confirms that it does not currently represent Ridgepoint Capital Partners LP, Whitfield & Pratt LLP, or any other party with interests adverse to CRH in connection with the matters covered by this engagement. In the event that the Firm identifies any potential conflict during the course of this engagement, the Firm will promptly notify the Client and take such steps as may be required under applicable professional responsibility rules.
The Firm is a large, multi-practice law firm that represents a wide range of clients across many industries and practice areas. CRH acknowledges and agrees that the Firm may represent other clients in matters unrelated to this engagement, including matters that may involve parties who are competitors, customers, suppliers, or counterparties of CRH, provided that such representations do not involve the subject matter of this engagement and are consistent with the Firm's obligations under applicable rules of professional conduct. This acknowledgment is consistent with the Firm's standard conflicts waiver language and is not intended to waive any right of CRH to object to a specific adverse representation that would constitute a conflict of interest under applicable rules.
10. Document Retention
The Firm will maintain files related to this engagement (including paper and electronic files) in accordance with its standard document retention policies. Under the Firm's current retention policy, engagement files are maintained for a minimum of seven (7) years following the administrative close of the matter, after which time such files may be destroyed or disposed of in the Firm's discretion without further notice to the Client, unless the Client has provided written instructions to the contrary.
Any original documents provided by CRH to the Firm in connection with this engagement will be returned to the Client at the conclusion of the engagement or upon the Client's earlier written request. The Client is encouraged to maintain its own copies of all documents and materials provided to the Firm.
11. Termination
Either party may terminate this engagement at any time upon written notice to the other party. The Firm's right to withdraw from the engagement is subject to the Firm's obligations under applicable rules of professional conduct, including any requirement to obtain leave of a tribunal, if applicable.
Upon termination of the engagement, whether by the Client or by the Firm, CRH will remain responsible for the payment of all professional fees and expenses incurred through the effective date of termination, in accordance with the fee arrangement described in Section 5 of this Engagement Letter.
In the event of termination, the Firm will cooperate in any transition of the engagement to successor counsel designated by CRH, including by making available files, work product, and other materials to the extent reasonably requested by the Client or its successor counsel, subject to the Firm's retention of copies for its own records and the satisfaction of any outstanding fees and expenses.
12. Governing Law
This Engagement Letter and the relationship between Calderwood & Harkness LLP and Cascade Retail Holdings Inc. arising out of or relating to this engagement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflicts of law principles.
The parties acknowledge that the substantive legal work to be performed under this engagement will be governed by the Delaware General Corporation Law and other applicable Delaware law, as well as the rules and regulations of the SEC and the listing standards of Nasdaq, to the extent relevant. Nothing in this Section 12 is intended to alter the substantive law applicable to the legal advice rendered in connection with this engagement.
13. Acceptance and Countersignature
We respectfully request that you confirm CRH's agreement to the terms and conditions set forth in this Engagement Letter by countersigning a copy of this letter in the space provided below and returning it to the Firm at your earliest convenience. A PDF copy returned by email to howard.bellamy@calderwoodharkness.com will be sufficient for this purpose, with a hard copy to follow by mail.
This Engagement Letter, together with any attachments hereto, constitutes the entire agreement between Calderwood & Harkness LLP and Cascade Retail Holdings Inc. with respect to the scope and terms of this engagement and supersedes any and all prior oral or written agreements, understandings, or representations regarding the subject matter hereof. This Engagement Letter may be amended only by a written instrument signed by both parties.
We look forward to working with you and the Cascade Retail Holdings team on this important governance initiative. Please do not hesitate to contact me or Eric Johannsen if you have any questions about this letter or any aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Bellamy Partner Calderwood & Harkness LLP 999 Third Avenue, Suite 4200 Seattle, WA 98104 Telephone: (206) 555-7812
Email: howard.bellamy@calderwoodharkness.com
AGREED AND ACCEPTED
The undersigned, on behalf of Cascade Retail Holdings Inc., hereby confirms agreement to the terms and conditions of this Engagement Letter as set forth above.
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Priya Sundaram
Title: Executive Vice President, General Counsel & Corporate Secretary
Date: ________
cc: Douglas Fairchild, Partner, Calderwood & Harkness LLP Eric Johannsen, Associate, Calderwood & Harkness LLP
Timekeeper | Role | Hourly Rate
Howard Bellamy | Partner | $1,150
Douglas Fairchild | Partner | $1,050
Eric Johannsen | Associate | $725
Claire Dempsey | Associate | $525
Target Date | Milestone
Late January 2024 | Delivery of governance gap analysis memorandum and Delaware law research memorandum
Mid-February 2024 | Circulation of first draft of Amended and Restated Bylaws (with annotated redline) to the Client for review
Late February 2024 | Board governance workshop/presentation to the CRH Board of Directors
Early March 2024 | Circulation of revised draft Amended Bylaws and revised/new committee charters incorporating Client feedback
Mid-March 2024 | Board meeting to consider and adopt the Amended Bylaws and revised/new committee charters; filing of Current Report on Form 8-K with the SEC
Late March / Early April 2024 | Delivery of closing binder and governance manual; administrative close of the matter

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA EMAIL AND FIRST CLASS MAIL

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED

CASCADE RETAIL HOLDINGS INC.

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