1038-00006 · Calderwood & Harkness LLP · Engagement & Administration

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1301 K Street NW, Suite 1200 Washington, DC 20005

Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com

February 18, 2025

VIA EMAIL AND OVERNIGHT COURIER

Theresa Yun-Park, Esq. General Counsel Cascade Retail Holdings Inc. 2200 Elliott Avenue West, Suite 3400 Seattle, WA 98119

Re: Engagement of Calderwood & Harkness LLP — Restrictive Covenant Enforcement, Trade Secret Misappropriation, and Related Claims Matter No. 1038-00006

Dear Ms. Yun-Park:

1. Purpose and Confirmation of Engagement

Thank you for selecting Calderwood & Harkness LLP ("the Firm," "we," "us," or "C&H") to represent Cascade Retail Holdings Inc. ("CRH" or the "Company") in connection with the matters described herein. We are pleased to have the opportunity to serve CRH, and we look forward to working closely with you and your team throughout this engagement.

This letter (the "Engagement Letter") sets forth the terms and conditions upon which the Firm will provide legal services to CRH and, together with the Firm's Standard Terms and Conditions of Engagement enclosed herewith, constitutes the entire agreement between the Firm and CRH with respect to this engagement. This Engagement Letter confirms the terms of our engagement and supersedes any and all prior oral understandings, discussions, representations, or agreements between the parties relating to the subject matter hereof.

As you know, this engagement arises from our initial discussions with you and Roland Ashby, Chief People Officer of CRH, regarding the coordinated departure of eight senior merchandising employees from CRH (the circumstances of which are described in greater detail below). During those discussions, which took place on February 10 and February 13, 2025, we reviewed preliminary information concerning the departures, the applicable employment agreements and restrictive covenants, and the competitive significance of the affected positions within CRH's merchandising organization. Based on those discussions and our preliminary review of the relevant documents, we believe CRH has substantial and meritorious claims that warrant prompt and vigorous enforcement. The terms of our representation are set forth below.

2. Identification of Client

The client in this engagement is Cascade Retail Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware, listed on the Nasdaq Global Select Market under the ticker symbol "CRHL," with its principal place of business at 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119, and Employer Identification Number 91-2847351.

It is important to emphasize that the Firm does not represent, and will not be deemed to represent, any individual officers, directors, employees, or agents of CRH in their personal capacities in connection with this engagement. Nor does this engagement extend to representation of any affiliates, subsidiaries, parent entities, joint ventures, or related entities of CRH, unless such representation is separately agreed to in writing by both the Firm and the applicable entity. If any such individual or entity requires separate legal representation in connection with the matters described herein or otherwise, we would be happy to discuss the appropriate arrangements at that time, including the execution of a separate engagement letter.

The primary client contact for purposes of this engagement shall be Theresa Yun-Park, General Counsel of CRH. All formal communications, invoices, substantive legal memoranda, and status reports will be directed to Ms. Yun-Park unless CRH designates an alternative or additional contact in writing.

3. Scope of Representation

3.1 Subject Matter

The Firm is engaged to represent CRH in connection with the enforcement of restrictive covenant obligations — including non-competition, non-solicitation of employees, non-solicitation of vendors and suppliers, and confidentiality provisions — contained in the employment agreements of the following former employees of CRH, who are referred to collectively in this Engagement Letter as the "Rathore Group":

1. Priya Rathore, former Senior Vice President, Merchandising. Ms. Rathore was employed by CRH from June 3, 2019 through February 7, 2025. She is subject to an eighteen (18) month post-termination non-competition covenant, a twenty-four (24) month post-termination non-solicitation covenant (covering both employees and vendors/suppliers), and a perpetual confidentiality obligation, all as set forth in her Amended and Restated Employment Agreement dated March 15, 2021.

2. Derek Linden, former Vice President, Hardlines Merchandising. Mr. Linden is subject to an eighteen (18) month post-termination non-competition covenant, among other restrictive covenants contained in his employment agreement.

3. Sonia Kaczmarek, former Vice President, Softlines Merchandising. Ms. Kaczmarek is subject to an eighteen (18) month post-termination non-competition covenant, among other restrictive covenants contained in her employment agreement.

4. Amara Osei, former Director, Private Label Strategy. Ms. Osei is subject to a twelve (12) month post-termination non-competition covenant, among other restrictive covenants contained in her employment agreement.

5. Brent Halvorsen, former Director, Seasonal Planning & Analytics. Mr. Halvorsen is subject to a twelve (12) month post-termination non-competition covenant, among other restrictive covenants contained in his employment agreement.

6. Lucia Fernandez-Gill, former Director, Vendor Relations (Domestic). Ms. Fernandez-Gill is subject to a twelve (12) month post-termination non-competition covenant, among other restrictive covenants contained in her employment agreement.

7. Nathan Tsao, former Senior Manager, eCommerce Merchandising. Mr. Tsao is subject to a twelve (12) month post-termination non-competition covenant, among other restrictive covenants contained in his employment agreement.

8. Kira Johansson, former Senior Manager, Category Analytics. Ms. Johansson is subject to a twelve (12) month post-termination non-competition covenant, among other restrictive covenants contained in her employment agreement.

All of the employment agreements referenced above are governed by the laws of the State of Delaware, and each contains forum selection provisions designating the courts of the State of Delaware as the exclusive forum for the resolution of disputes arising thereunder.

3.2 Claims and Adverse Parties

This engagement encompasses the investigation, assertion, and enforcement of potential claims and enforcement actions, including but not limited to the following:

• Breach of Restrictive Covenant (Non-Competition and Non-Solicitation). Claims against each member of the Rathore Group for breach of the non-competition and non-solicitation provisions contained in their respective employment agreements, arising from their coordinated departure from CRH and their anticipated or actual commencement of employment with or provision of services to a direct competitor.

• Breach of Confidentiality Obligations. Claims against each member of the Rathore Group for breach of the confidentiality and non-disclosure provisions contained in their respective employment agreements, including the unauthorized retention, use, or disclosure of CRH proprietary information, strategic plans, vendor pricing data, category analytics, private label development plans, and other confidential business information.

• Misappropriation of Trade Secrets. Claims under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), against the members of the Rathore Group and against Verdana Commerce Group, Inc. ("Verdana" or "VCG"), a Delaware corporation headquartered at 400 Christiana Gateway, Suite 700, Wilmington, DE 19801, for the misappropriation of CRH trade secrets, including but not limited to CRH's proprietary merchandising algorithms, vendor cost structures, category management frameworks, and strategic planning data (collectively referred to in internal CRH documents as "Project Ridgeline" materials).

• Tortious Interference with Contractual Relations. Claims against Verdana for knowingly and intentionally inducing the members of the Rathore Group to breach their restrictive covenant obligations to CRH, including by offering employment or other arrangements designed to circumvent those obligations.

• Civil Conspiracy. Claims against the members of the Rathore Group and Verdana for engaging in a coordinated scheme to deprive CRH of its key merchandising personnel and proprietary information, acting in concert and pursuant to a common plan.

• Related Claims Against Greystone Capital Partners, LP. Potential claims against Greystone Capital Partners, LP ("Greystone"), a Delaware limited partnership with principal offices at 680 Park Avenue, 22nd Floor, New York, NY 10065, in its capacity as majority equity holder of Verdana and as a potential facilitator of the coordinated recruitment of the Rathore Group. Greystone, through its investment vehicle Greystone Capital Fund VII, LP, acquired a majority equity stake in Verdana in the third quarter of 2023 in a transaction valued at approximately $2.4 billion enterprise value, and our preliminary investigation suggests that representatives of Greystone may have played an active role in orchestrating the recruitment of the Rathore Group as part of a broader strategic initiative to reposition Verdana's merchandising capabilities in direct competition with CRH.

For context, Verdana is a direct competitor of CRH in the omnichannel retail and ecommerce space. CRH and Verdana compete in no fewer than twenty-eight (28) overlapping product categories, and the departure of the Rathore Group — comprising the most senior merchandising leadership within CRH — represents a significant competitive threat that, in CRH's view, was deliberately engineered by Verdana and Greystone.

3.3 Activities Within Scope

The Firm's representation of CRH in this engagement will encompass the following activities, as appropriate and as directed by CRH:

(a) Pre-Litigation Investigation. Conducting a thorough pre-litigation investigation of the facts and circumstances surrounding the coordinated departure of the Rathore Group, including the retention and coordination of forensic technology vendors for forensic imaging, analysis of electronic devices and data repositories, and identification and preservation of relevant electronically stored information ("ESI"), as well as the engagement and coordination of private investigation vendors for factual investigation of the movements and activities of the Rathore Group and their interactions with Verdana and Greystone.

(b) Cease-and-Desist and Demand Correspondence. Preparation, review, and transmission of cease-and-desist letters and demand correspondence directed to the individual members of the Rathore Group, to Verdana, to Greystone, and to their respective legal counsel.

(c) Emergency and Plenary Litigation. Preparation, filing, and prosecution of emergency and plenary litigation in the Delaware Court of Chancery, including verified complaints, applications for temporary restraining orders ("TROs"), motions for preliminary injunctions, and all related briefing, evidentiary submissions, and oral arguments.

(d) discovery. Conducting all phases of discovery, including expedited discovery pursuant to Court of Chancery Rules 26 through 37, written discovery (interrogatories, requests for production of documents, requests for admission), depositions of the members of the Rathore Group and representatives of Verdana and Greystone, and third-party discovery as warranted.

(e) Settlement and Resolution. Negotiation and documentation of any settlement agreement, standstill agreement, consent order, or other resolution of the claims described herein, subject to CRH's approval of the terms of any such resolution.

(f) Related Regulatory and Corporate Governance Advice. Provision of advice regarding related regulatory reporting and corporate governance matters arising from the underlying facts, including analysis of CRH's disclosure obligations under the Securities Exchange Act of 1934 (including materiality assessments for Forms 8-K, 10-Q, and 10-K), compliance notifications required under CRH's existing credit agreements (including any "material litigation" or "material adverse effect" reporting covenants), and coordination with CRH's outside securities counsel and auditors as necessary.

3.4 Limitations on Scope

The scope of this engagement is limited to the matters specifically described in this Section 3. Without limiting the generality of the foregoing, this engagement does not include, and the Firm is not being engaged to provide:

(a) Representation of CRH in any regulatory investigation, enforcement action, or proceeding initiated by any federal, state, or local governmental authority (including, without limitation, the Securities and Exchange Commission, the Department of Justice, any state attorney general, or any other regulatory body) arising from the same or related facts, unless separately agreed in a written amendment to this Engagement Letter or a separate engagement letter;

(b) Representation of CRH in any criminal matter, proceeding, or investigation arising from the same or related facts;

(c) Representation of CRH in any securities class action, shareholder derivative action, or other securities litigation arising from the same or related facts;

(d) General employment-related legal advice, including but not limited to compensation design, benefits administration, human resources policy development, workforce restructuring, or other employment matters outside the specific scope of the restrictive covenant enforcement matter described herein.

If any matter outside the scope of this engagement arises in connection with or as a result of the matters described herein, we will discuss with you whether to expand the scope of this engagement (by written amendment) or to engage separate counsel.

4. Engagement Team and Billing Rates

4.1 Engagement Team

The Firm has assembled an experienced team to handle this matter efficiently and effectively. The core engagement team will consist of the following professionals:

Bernard Crawford — Responsible Partner, Labor & Employment Practice Group. Mr. Crawford is a partner in the Firm's Washington, DC office and will serve as the primary point of contact and relationship partner for this engagement. Mr. Crawford has over twenty-five years of experience in restrictive covenant litigation, trade secret misappropriation, and complex employment disputes, and he has litigated extensively in the Delaware Court of Chancery.

Renata Vasquez — Billing Partner, Labor & Employment Practice Group. Ms. Vasquez is a partner in the Firm's Los Angeles office, located at 601 South Figueroa Street, Suite 4200, Los Angeles, CA 90017. Ms. Vasquez brings extensive experience in trade secret litigation under the DTSA and state analogue statutes, with particular expertise in matters involving large-scale coordinated employee departures and corporate espionage claims.

James Underwood — Lead Associate, Labor & Employment Practice Group. Mr. Underwood is a senior associate in the Firm's Washington, DC office and will serve as the lead associate responsible for day-to-day case management, drafting, discovery, and motion practice.

Devon Archer — Working Associate, Labor & Employment Practice Group. Mr. Archer is an associate in the Firm's Washington, DC office and will provide substantive legal research, drafting, and discovery support.

From time to time, additional attorneys, paralegals, litigation support professionals, or other staff may be assigned to assist with specific aspects of the engagement as warranted by the needs of the matter. The Firm will endeavor to staff this matter efficiently and to avoid unnecessary duplication of effort. CRH will be notified of any material staffing changes, including the addition or departure of any partner or lead associate assigned to the matter.

4.2 Current Hourly Rates (2025)

The following are the current standard hourly rates for the members of the core engagement team:

Paralegal and litigation support professional rates range from $350 to $450 per hour, depending on the seniority and experience of the individual professional. The rates of any additional attorneys assigned to the matter will be communicated to CRH at the time of their assignment and will be consistent with the Firm's standard rate structure for professionals of comparable experience and seniority.

The Firm's standard hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. CRH will receive not less than thirty (30) days' advance written notice of any rate increase applicable to professionals assigned to this engagement. Any rate adjustment will apply only to services rendered on or after the effective date of such adjustment.

5. Billing and Payment Terms

5.1 Invoicing. The Firm will render invoices to CRH on a monthly basis, typically within fifteen (15) business days following the close of each calendar month. Each invoice will include itemized descriptions of the professional services rendered during the applicable billing period, including the date of service, the identity of the timekeeper, a narrative description of the work performed, and the time expended (in increments of one-tenth of an hour). In addition, each invoice will set forth all disbursements and out-of-pocket expenses incurred during the applicable period.

Invoices will be directed to Theresa Yun-Park, General Counsel, Cascade Retail Holdings Inc., at the mailing address set forth above, or by electronic mail to such email address as Ms. Yun-Park may designate for this purpose. The Firm is willing to accommodate CRH's preferred billing guidelines and invoice format requirements, including electronic billing submissions, to the extent practicable and consistent with the Firm's systems.

5.2 Disbursements and Expenses

CRH will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this engagement. Such disbursements and expenses include, but are not limited to, the following:

(a) Court filing fees, transcript fees, and related court costs;

(b) Process service charges;

(c) Travel expenses, including airfare, ground transportation, lodging, and meals, incurred in connection with depositions, court appearances, client meetings, or other travel required by the matter (all in accordance with the Firm's standard travel expense policies, which are consistent with industry norms);

(d) Document production and reproduction costs, including printing, copying, scanning, and electronic hosting and production costs;

(e) Expert and consultant fees, to the extent such experts or consultants are approved in advance by CRH;

(f) Courier, messenger, and overnight delivery charges;

(g) Electronic legal research charges (e.g., Westmark Data Systems, Sundial Solutions, PACER); and

(h) Long-distance telephone and videoconference charges.

Vendors retained by the Firm on behalf of CRH in connection with this engagement — including forensic technology and eDiscovery providers, private investigation firms, damages experts, and surety or bond providers — will be engaged under separate engagement letters, statements of work, or retention agreements directly with CRH, unless CRH authorizes the Firm to contract directly with such vendors on CRH's behalf. In either case, the Firm will coordinate the retention and management of such vendors, and CRH will be directly responsible for payment of all vendor fees and expenses, which will be invoiced separately from the Firm's professional fees.

5.3 Payment Terms

Payment of each invoice is due within thirty (30) days of the date of the invoice. The Firm reserves the right to charge interest on past-due amounts at the rate of one percent (1.0%) per month (equivalent to twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is less. Interest will accrue on any unpaid balance beginning on the thirty-first (31st) day following the date of the invoice.

In the event that any invoice remains unpaid for more than sixty (60) days following the date of the invoice, the Firm reserves the right, consistent with its ethical obligations, to suspend or withdraw from the representation upon reasonable notice to CRH, as more fully described in Section 11 below. The Firm will make reasonable efforts to resolve any billing disputes with CRH before taking any such action.

5.4 Fee Estimate

Based on our preliminary assessment of the claims, the anticipated scope of pre-litigation investigation, the likely complexity of emergency motion practice in the Delaware Court of Chancery, and the number of individual respondents and adverse parties involved, we estimate that total professional fees and expenses incurred in connection with this engagement through the initial litigation phase — which we define for these purposes as the period through and including a preliminary injunction hearing or the conclusion of a negotiated settlement or standstill arrangement, whichever occurs first — may range from approximately $1,500,000 to $2,200,000.

This estimate is based on certain assumptions regarding the scope and pace of discovery, the number and complexity of motions, the extent of expert work required, and the degree to which the adverse parties engage in contested litigation versus early settlement discussions. This estimate is provided for budgeting and planning purposes only and does not constitute a cap, ceiling, or fixed fee arrangement. Actual fees and expenses will depend on the actual time expended by the Firm's professionals, the actual disbursements incurred, and the course and complexity of the matter as it develops.

We are committed to providing CRH with regular and transparent budget updates throughout the engagement. We will provide updated fee estimates on at least a quarterly basis, or more frequently as circumstances warrant, and we will notify you promptly if we anticipate a material deviation (which we define as a variance of fifteen percent (15%) or more) from the then-current estimate.

5.5 Retainer. No retainer or advance fee deposit is required at this time. The Firm will bill CRH on a current basis as described in this Section 5. We reserve the right to request a retainer or evergreen deposit in the future if circumstances warrant, which we would discuss with you in advance.

6. Retention of Third-Party Vendors

In connection with this engagement, the Firm anticipates recommending that CRH retain certain third-party vendors whose expertise will be critical to the investigation and prosecution of CRH's claims. Specifically, we anticipate the need for the following:

(a) Forensic Technology / eDiscovery Firm. A forensic technology and eDiscovery firm to perform forensic imaging and preservation of electronic devices and data repositories used by the members of the Rathore Group during their employment with CRH, including CRH-issued laptops, mobile devices, and cloud storage accounts, as well as analysis of data access patterns, file transfer logs, email communications, and other electronically stored information relevant to the claims of trade secret misappropriation and breach of confidentiality.

(b) Private Investigations Firm. A private investigations firm to conduct factual investigation into the circumstances of the coordinated departure of the Rathore Group, including the timeline of recruitment contacts between the Rathore Group members and representatives of Verdana and/or Greystone, the involvement (if any) of executive recruiters or intermediaries, and the current employment status and activities of each member of the Rathore Group.

(c) Economic Damages Expert. An economic damages expert or consulting firm to assist with the identification and quantification of harm to CRH resulting from the alleged misappropriation of trade secrets, breach of restrictive covenants, and tortious interference, including the competitive value of the proprietary information at issue, lost profits, and unjust enrichment.

Each such vendor will be engaged under a separate engagement letter, statement of work, or retention agreement directly with CRH. The Firm will coordinate the selection, retention, and management of such vendors on CRH's behalf, and will work with each vendor to ensure that their work is conducted under the protection of the attorney-client privilege and work product doctrine to the maximum extent permitted by law. CRH will be directly responsible for payment of all vendor fees and expenses.

We will provide you with our specific vendor recommendations, along with proposed engagement terms and estimated costs, within the next two weeks.

7. Conflicts of Interest

The Firm has conducted a thorough conflicts check in connection with this proposed engagement, consistent with the requirements of the applicable Rules of Professional Conduct, and has determined that the Firm has no conflicts of interest that would preclude or impair its ability to represent CRH in this matter.

Specifically, the Firm has no current or recent representation of any member of the Rathore Group (individually or collectively), Verdana Commerce Group, Inc., Greystone Capital Partners, LP, Greystone Capital Fund VII, LP, or any of their respective known legal counsel, including Whitfield, Nygaard & Doyle LLP (which, based on our information, represents Verdana) and Blackhall & Soren LLP (which, based on our information, represents certain members of the Rathore Group individually).

In the event that a conflict of interest arises during the course of this engagement — including, without limitation, any situation in which the interests of CRH become adverse to those of any other client of the Firm — the Firm will notify CRH promptly and will take all measures necessary to address the conflict in a manner consistent with the Firm's professional obligations, including, where appropriate, seeking an informed written waiver from the affected parties or, if a waiver is not obtainable or appropriate, withdrawing from one or both representations as required by the applicable Rules of Professional Conduct.

8. Confidentiality and Privilege

All communications between CRH and the Firm in connection with this engagement, including oral and written communications, memoranda, analyses, work product, and related materials, are intended to be and shall be treated as protected by the attorney-client privilege and/or the work product doctrine, as applicable under the laws of the relevant jurisdiction. The protections afforded by these doctrines are essential to the effective representation of CRH, and both parties should take affirmative steps to preserve and protect their applicability.

CRH should take care to preserve the privileged and confidential nature of its communications with the Firm. In particular, CRH should avoid forwarding or disclosing privileged communications to third parties — including to business partners, vendors, consultants, investors, lenders, or other outside advisors — without first consulting with the Firm regarding the potential impact of such disclosure on the privilege. If CRH believes it may need to share privileged information with a third party for a legitimate business purpose, the Firm can advise on the appropriate measures to protect the privilege, such as the use of common interest agreements, joint defense agreements, or other protective arrangements.

For its part, the Firm will maintain the confidentiality of all CRH information received in connection with this engagement in accordance with its obligations under the applicable Rules of Professional Conduct, the terms of any applicable confidentiality or non-disclosure agreements, and all other legal requirements. The Firm will not disclose CRH's confidential information to any third party except as authorized by CRH, as required by law, or as permitted by the applicable ethical rules.

9. Document Preservation

Given the nature of the claims at issue and the likelihood of near-term litigation, it is imperative that CRH immediately implement a comprehensive litigation hold to preserve all documents, communications, and electronically stored information ("ESI") that are or may be relevant to the Rathore Group, the circumstances of their departure, the subject matter of the claims described in this Engagement Letter, and any related matters. The litigation hold should encompass, without limitation, all documents and ESI relating to:

(a) The members of the Rathore Group, including their employment agreements, personnel files, performance evaluations, compensation records, and all communications to, from, or about any member of the Rathore Group;

(b) Project Ridgeline and all related strategic merchandising initiatives, plans, analyses, and data;

(c) The CRH merchandising division generally, including organizational charts, reporting structures, strategic plans, budgets, and business performance data;

(d) All communications with, about, or relating to Verdana Commerce Group, Inc., Greystone Capital Partners, LP, or any of their respective officers, directors, employees, agents, or representatives;

(e) All documents and ESI maintained on CRH-issued devices, network drives, cloud storage accounts, email systems, messaging platforms, and collaboration tools that were accessed, used, or controlled by any member of the Rathore Group;

(f) All access logs, file transfer records, download records, printing records, and IT security logs relating to the members of the Rathore Group and their access to CRH systems and data; and

(g) All exit interview records, off-boarding checklists, device return records, and access revocation records relating to the members of the Rathore Group.

The Firm will prepare and provide to CRH a separate, detailed litigation hold notice for distribution to all relevant custodians within CRH. We anticipate delivering that notice within three (3) business days of the execution of this Engagement Letter. In the interim, CRH should take all reasonable steps to ensure that no documents or ESI within the scope of the foregoing categories are destroyed, deleted, altered, overwritten, or otherwise rendered unavailable, including by suspending any automatic deletion or document retention policies applicable to the relevant data sources and custodians.

10. Communication and Reporting

Bernard Crawford will serve as the primary relationship partner and point of contact for this engagement. CRH should direct all questions, instructions, and substantive communications regarding this matter to Mr. Crawford in the first instance. Mr. Crawford can be reached at the following:

Bernard Crawford, Partner Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005 Telephone: (202) 555-7418

Email: bcrawford@calderwoodharkness.com

The Firm will provide CRH with regular and timely status updates regarding all material developments in the matter. Specifically, the Firm will provide weekly privileged litigation status reports, addressed to Theresa Yun-Park, summarizing the work performed during the preceding week, significant developments, upcoming deadlines and action items, and any strategic recommendations or decision points requiring CRH's input or authorization. These reports will be transmitted by secure electronic mail and will be marked as privileged and confidential attorney-client communications.

In addition, the Firm will schedule periodic telephonic or video status conferences with Ms. Yun-Park, Mr. Ashby, and other CRH personnel as appropriate, at such frequency as the parties agree is warranted by the pace and complexity of the matter. We anticipate that such conferences will occur at least bi-weekly during the pre-litigation and emergency litigation phases of the engagement.

To preserve the attorney-client privilege and to ensure consistency and accuracy of communications, CRH should direct all substantive communications regarding this matter — including communications with the adverse parties, their counsel, or any third parties — through the Firm. CRH personnel should refrain from communicating directly with any member of the Rathore Group, with representatives of Verdana or Greystone, or with the media regarding this matter, without first consulting with the Firm.

11. Termination

Either CRH or the Firm may terminate this engagement at any time upon written notice to the other party, subject to the following conditions:

(a) Termination by CRH. CRH may terminate this engagement at any time, for any reason or no reason, by providing written notice to the Firm. Upon receipt of such notice, the Firm will take all steps necessary to protect CRH's interests, including filing any motions to withdraw from pending proceedings as required by applicable court rules.

(b) Termination by the Firm. The Firm may terminate this engagement upon reasonable notice to CRH, subject to and in accordance with the Firm's ethical obligations regarding withdrawal from representation under the applicable Rules of Professional Conduct, including any requirement to obtain leave of court before withdrawing from pending litigation.

Upon termination of this engagement by either party, CRH will remain responsible for payment of all professional fees, disbursements, and expenses incurred by the Firm through the effective date of termination, in accordance with the billing and payment terms set forth in Section 5 above.

Upon termination, the Firm will promptly return to CRH, or make available for CRH's retrieval, all original documents and files belonging to CRH that are in the Firm's possession or control. The Firm may retain copies of such documents and files, as well as the Firm's own work product, to the extent required by the Firm's professional obligations, document retention policies, or applicable law. CRH acknowledges that the Firm may retain copies of the engagement file for a period determined by the Firm's standard retention policies, and that such retained copies will remain subject to the Firm's confidentiality obligations.

12. Governing Law and Dispute Resolution

This Engagement Letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict of laws principles.

In the event of any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Firm's representation of CRH, or the fees charged by the Firm in connection with this engagement, such dispute shall be submitted to and resolved by binding arbitration in Washington, DC, administered by the American Arbitration Association (the "AAA") in accordance with its then-current Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA's rules. The arbitrator shall have the authority to award any remedy available at law or in equity, including injunctive relief. The decision and award of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines otherwise. This provision does not apply to fee disputes that are subject to mandatory arbitration or mediation under the rules of any applicable bar association or professional regulatory body.

13. Limitation of Liability

To the fullest extent permitted by applicable law and the applicable Rules of Professional Conduct, the aggregate liability of Calderwood & Harkness LLP and its partners, associates, employees, and agents to CRH arising out of or relating to this engagement — whether based on contract, tort, negligence, strict liability, professional malpractice, or any other theory — shall not exceed the total amount of professional fees actually paid by CRH to the Firm in connection with this engagement. This limitation of liability applies to all claims of any nature arising out of or in connection with the services provided pursuant to this Engagement Letter, including but not limited to claims for direct, indirect, incidental, consequential, special, or punitive damages. Nothing in this provision is intended to limit or restrict CRH's rights under the applicable Rules of Professional Conduct or to limit any liability that cannot be limited as a matter of law.

14. No Guarantee of Outcome

While the Firm will use its best professional efforts, skill, and judgment on CRH's behalf throughout this engagement, the Firm does not and cannot guarantee any particular outcome in the litigation, proceedings, or other activities described in this Engagement Letter. The resolution of legal disputes is inherently uncertain and is subject to numerous factors beyond the control of the Firm, including the decisions of judges and arbitrators, the actions and strategies of adverse parties, the availability and persuasiveness of evidence, and changes in applicable law. All assessments provided by the Firm regarding the merits of CRH's claims, the likelihood of success, the potential for injunctive relief, and the potential range of damages or recovery are necessarily based on the information available at the time such assessments are made and are subject to the inherent uncertainties of any legal proceeding. CRH acknowledges that it has not relied on any guarantee or assurance of outcome in deciding to retain the Firm.

15. Acceptance

We are grateful for the opportunity to represent Cascade Retail Holdings Inc. in this important matter, and we are confident in the strength of CRH's position. If the foregoing terms are acceptable to CRH, please confirm your acceptance by having an authorized representative of CRH countersign a copy of this Engagement Letter in the space provided below and return the executed copy to Bernard Crawford at the address set forth above, or by secure electronic transmission. Please retain a fully executed copy of this Engagement Letter for your records.

If we do not receive a countersigned copy of this Engagement Letter within fourteen (14) days of the date hereof, we will follow up with you to confirm your intentions regarding the engagement. In the meantime, we are prepared to commence work immediately upon execution and will proceed in accordance with the timeline discussed during our initial meetings.

Please do not hesitate to contact me with any questions regarding this Engagement Letter or any other aspect of the engagement.

We look forward to working with you and your team.

Sincerely,