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) 555-7800 Facsimile: (202) 555-7801 www.calderwoodharkness.com

February 20, 2025

VIA EMAIL AND HAND DELIVERY

Dr. Rajiv Anand Engagement Lead Pinnacle Forensics LLC 8700 Georgia Avenue, Suite 300 Silver Spring, MD 20910

Re: Engagement of Pinnacle Forensics LLC for Digital Forensic Investigation and eDiscovery Services

Client: Cascade Retail Holdings Inc.

Calderwood & Harkness Matter No.: 1038-00006

Dear Dr. Anand:

1. Introduction and Engagement Overview

Calderwood & Harkness LLP ("C&H"), on behalf of its client Cascade Retail Holdings Inc. ("CRH" or the "Client"), a Delaware corporation publicly traded on the Nasdaq Stock Market (ticker symbol: CRHL), headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119 (EIN: 91-2847351), hereby retains Pinnacle Forensics LLC ("Pinnacle" or the "Firm") to provide digital forensic investigation, forensic imaging, cloud access log analysis, data exfiltration investigation, and related eDiscovery services in connection with the matter more fully described in Section 2 below (the "Engagement"). This Engagement is effective as of February 20, 2025 (the "Effective Date").

The C&H engagement team responsible for the oversight and management of this matter consists of the following attorneys:

• Bernard Crawford, Partner — Responsible Partner with overall supervisory authority for the Engagement;

• Renata Vasquez, Partner — Billing Partner responsible for financial oversight of the Engagement;

• James Underwood, Lead Associate — Day-to-day operational contact for all substantive forensic and legal coordination; and

• Devon Archer, Working Associate — Additional day-to-day contact supporting case coordination, document review, and forensic deliverable management.

Day-to-day communications relating to the Engagement should be directed to James Underwood (junderwood@calderwoodharkness.com; (202) 555-7834) and Devon Archer (darcher@calderwoodharkness.com; (202) 555-7841), with oversight and strategic direction provided by Bernard Crawford (bcrawford@calderwoodharkness.com; (202) 555-7810). Any communications regarding billing or financial matters should be directed to Renata Vasquez (rvasquez@calderwoodharkness.com; (213) 555-4412) at C&H's Los Angeles office.

The primary in-house contact at CRH for purposes of this Engagement is Theresa Yun-Park, General Counsel, Cascade Retail Holdings Inc. (tyunpark@cascaderetail.com; (206) 555-2100). All communications with CRH personnel shall be coordinated through C&H unless otherwise expressly authorized by Bernard Crawford or James Underwood.

2. Background and Description of the Matter

2.1 Overview of the Client

CRH is a leading omnichannel retail and ecommerce company operating 387 brick-and-mortar retail locations across 34 states and a direct-to-consumer ecommerce platform. For its fiscal year ending January 31, 2025 ("FY2024"), CRH reported annual revenue of approximately $6.82 billion. CRH's merchandising division is a core strategic unit of the company and accounted for approximately $2.3 billion in gross merchandise value during FY2024. The merchandising division is responsible for, among other things, vendor negotiations, category strategy, private-label product development, seasonal planning, and analytics-driven buying decisions across both physical and digital retail channels.

2.2 The Departing Employees

On February 7, 2025, at approximately 4:47 PM Pacific Standard Time, eight senior employees within CRH's merchandising division simultaneously submitted letters of resignation, each purporting to be effective immediately (the "Coordinated Departure"). The individuals who resigned are as follows (collectively, the "Departing Employees" or the "Rathore Group"):

The Rathore Group departed CRH to join Verdana Commerce Group, Inc. ("Verdana" or "VCG"), a Delaware corporation headquartered at 400 Christiana Gateway, Suite 700, Wilmington, DE 19801. Verdana is a direct competitor of CRH in the omnichannel retail and ecommerce space. Verdana is majority-owned by Greystone Capital Partners, LP ("Greystone"), a private equity firm. On February 14, 2025, Verdana publicly announced the hiring of all eight members of the Rathore Group in a press release disseminated through major business news outlets.

2.3 Restrictive Covenant Agreements

Each of the Departing Employees was a party to an individual employment agreement with CRH containing restrictive covenant provisions, including non-competition covenants, non-solicitation covenants (covering both employees and business relationships), and comprehensive confidentiality obligations. Each such employment agreement is governed by the laws of the State of Delaware and contains a forum selection clause designating the Delaware Court of Chancery (or, where the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware) as the exclusive forum for the resolution of disputes arising under the agreement.

2.4 Access to Proprietary and Confidential Information

By virtue of their senior positions within CRH's merchandising division, each of the Departing Employees had direct access to a broad range of CRH proprietary and confidential information, including but not limited to:

• Vendor negotiation playbooks, including detailed supplier-specific pricing histories, margin targets, rebate structures, and negotiation strategies;

• Seasonal buying algorithms developed by CRH's analytics team and used to forecast demand and optimize inventory allocation across CRH's retail network;

• Private-label sourcing strategies, including cost models, supplier contracts, quality benchmarks, and competitive positioning analysis for CRH's portfolio of proprietary brands;

• Customer segmentation data, including proprietary analytics derived from CRH's loyalty program and ecommerce platform encompassing purchasing behavior, demographic profiling, and lifetime value models;

• A confidential five-year category expansion roadmap known internally as "Project Ridgeline," which was completed in October 2024 and represents a comprehensive strategic plan for CRH's entry into new product categories, geographic markets, and channel formats through 2029. Project Ridgeline is classified by CRH as a top-tier trade secret and was accessible only to a limited group of senior executives within the merchandising and corporate strategy divisions.

2.5 Suspected Data Exfiltration

CRH's internal IT security team, in coordination with C&H, conducted a preliminary audit of systems and devices on or about February 12, 2025 (the "IT Audit"). The IT Audit identified indicators of potential data exfiltration from CRH systems by one or more of the Departing Employees during the period preceding their simultaneous resignations. Specifically, the IT Audit revealed anomalous patterns of file downloads, bulk data transfers, and access to restricted repositories that were inconsistent with the Departing Employees' ordinary course of business activities. These preliminary findings necessitate a thorough, forensically rigorous investigation by qualified digital forensic experts—hence this Engagement.

2.6 Anticipated Litigation

CRH has retained C&H to enforce the restrictive covenant provisions contained in the Departing Employees' respective employment agreements and to pursue related claims, including but not limited to claims for misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. §§ 2001–2009 ("DUTSA"), breach of contract, breach of fiduciary duty, tortious interference with contractual relations, and civil conspiracy. C&H anticipates filing suit in the Delaware Court of Chancery in the near term, including an application for emergency injunctive relief in the form of a temporary restraining order and preliminary injunction. The forensic work product and expert testimony provided by Pinnacle under this Engagement will be instrumental to CRH's pursuit of such relief.

3. Scope of Services

Pinnacle shall provide the following services in connection with this Engagement. The scope of services described below may be expanded or modified by mutual written agreement of the parties as the investigation progresses and as directed by C&H.

3.1 Forensic Imaging of CRH-Issued Devices

Pinnacle shall perform forensic imaging and preservation of all CRH-issued electronic devices that were returned by or recovered from each of the eight Departing Employees. The devices subject to forensic imaging include, without limitation, laptops, mobile phones (including smartphones), tablets, USB storage devices, external hard drives, and any other CRH-owned or CRH-assigned hardware that was in the possession, custody, or control of any of the Departing Employees at any time during their employment with CRH.

All forensic imaging shall be conducted using forensically sound methodologies consistent with industry best practices and applicable legal standards to ensure the admissibility of forensic images and derivative evidence in court proceedings, including proceedings in the Delaware Court of Chancery, Delaware Superior Court, and any federal court that may acquire jurisdiction over related claims. At a minimum, Pinnacle's imaging process shall include:

(a) The creation of verified hash-value copies (using MD5 and/or SHA-256 hash algorithms) of each device's storage media, with hash verification documented at the time of imaging;

(b) The maintenance of a detailed, documented chain of custody for each device from the point of receipt by Pinnacle through the completion of the Engagement, in accordance with the requirements set forth in Section 8 below;

(c) The use of write-blocking technology or equivalent measures to prevent any alteration of original data during the imaging process; and

(d) The documentation of the physical condition, model, serial number, storage capacity, operating system version, and contents of each device at the time of receipt, including notation of any visible damage, tampering, or anomalous conditions.

Pinnacle shall maintain the original forensic images in an unaltered state throughout the Engagement and shall perform all subsequent analysis on working copies of the forensic images.

3.2 Cloud Access Log Analysis

Pinnacle shall analyze cloud access logs from CRH's enterprise information systems, including but not limited to the following platforms:

(a) Hollowell Technologies (CRH's primary document management and collaboration platform);

(b) Quillon Data Systems (CRH's customer relationship management system, including any integrated analytics or reporting modules);

(d) Any other cloud-based platforms, applications, or services accessed by one or more of the Departing Employees in connection with their CRH responsibilities, including but not limited to internal analytics platforms, vendor management portals, and project management tools.

The analysis shall cover, at a minimum, the period from January 1, 2025, through February 7, 2025 (the date of the Departing Employees' resignations). Pinnacle shall extend the analysis period earlier in time as warranted by preliminary findings or as directed by C&H. Pinnacle shall identify and catalog all access events attributable to the Departing Employees during the review period, including but not limited to:

(a) Login and logout times, including the source IP addresses and geolocation data associated with each session;

(b) Files and documents accessed, viewed, or opened;

(d) Files uploaded to CRH systems from external sources;

(e) Files deleted from CRH systems, including metadata reflecting deletion timestamps and user identity;

(f) Any anomalous access patterns, including access outside of normal business hours, access to repositories or documents outside the scope of the employee's ordinary responsibilities, bulk download activity, and any access patterns indicative of systematic data collection or exfiltration.

3.3 Data Exfiltration Investigation

Pinnacle shall conduct a comprehensive investigation into whether any CRH proprietary or confidential data was transferred, copied, downloaded, emailed, printed, screen-captured, or otherwise exfiltrated from CRH systems by any of the Departing Employees to personal devices, personal email accounts (including but not limited to personal Northgate Software, Northpoint Solutions, Ridgeline Technologies, or other webmail accounts), personal cloud storage accounts (including but not limited to personal Hollowell Health IT, Larkspur Technologies, Severin Services Inc., Meridian Systems, box, or similar services), USB drives, external hard drives, or any other non-CRH systems, platforms, or repositories.

The investigation shall seek to identify, to the extent determinable from available forensic evidence:

(a) The specific files exfiltrated, including file names, file paths, file types, file sizes, and document metadata (author, creation date, modification date, last access date);

(b) The dates and times of each transfer or exfiltration event;

(d) The method or methods of exfiltration (e.g., email attachment, cloud upload, USB transfer, AirDrop, screen capture, print-to-file, or other means); and

(e) The identity of the individual or individuals who performed each exfiltration event.

Pinnacle shall give particular and specific attention to whether any files or data related to the following categories of CRH confidential information were accessed, downloaded, copied, or exfiltrated by any of the Departing Employees:

(a) Project Ridgeline materials, including all drafts, final versions, presentations, models, data sets, and related correspondence;

(b) Vendor negotiation term sheets and associated playbooks;

(d) Customer segmentation data and loyalty program analytics;

(e) Seasonal buying algorithms and demand forecasting models; and

(f) Any other materials classified by CRH as confidential, proprietary, or trade secret.

3.4 Encrypted Communication Analysis

To the extent that forensic data exists on CRH-issued devices, Pinnacle shall analyze encrypted messaging applications or platforms that were installed on or accessed from CRH-issued devices by any of the Departing Employees. This analysis shall encompass, without limitation, applications such as Harborline Technologies, Meridian Services Inc., Signal, and any other encrypted or ephemeral messaging platforms identified during the forensic examination.

Pinnacle shall identify, to the extent recoverable, any communications relevant to the Coordinated Departure, including communications reflecting pre-departure planning, coordination among the Departing Employees, contact with Verdana or Greystone personnel, and any discussions relating to the transfer, sharing, or use of CRH proprietary or confidential information.

3.5 Reporting

Pinnacle shall prepare the following written reports in connection with this Engagement:

(a) Preliminary Forensic Report. Pinnacle shall prepare a preliminary written forensic report summarizing its initial findings. The preliminary report shall be prepared in a format and level of detail suitable for use in connection with CRH's application for emergency injunctive relief in the Delaware Court of Chancery, including as an exhibit to a supporting declaration or affidavit by Dr. Anand. The preliminary report shall include, at a minimum, a summary of the devices examined, the forensic methodologies employed, and any findings indicative of data exfiltration or misappropriation.

(b) Comprehensive Final Forensic Report. Following completion of all forensic analysis, Pinnacle shall prepare a comprehensive final forensic report detailing all findings, methodologies, tools, analyses, and conclusions. The final report shall be prepared in a format suitable for submission as evidence in court proceedings in the Delaware Court of Chancery and shall include sufficient technical detail to withstand scrutiny on cross-examination and any Daubert-equivalent challenges to admissibility.

All reports shall be delivered to C&H in both electronic format (PDF) and hard copy, and shall bear the legend "PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT" on each page.

3.6 Expert Testimony

Dr. Rajiv Anand, or another qualified Pinnacle representative pre-approved in writing by C&H, shall be available to provide expert testimony in connection with any proceedings related to this matter. Such testimony may include, without limitation:

(a) Sworn declarations and affidavits submitted in support of applications for a temporary restraining order, preliminary injunction, or other emergency relief;

(b) Live testimony at evidentiary hearings, depositions, trial, or other court proceedings in the Delaware Court of Chancery or any other court of competent jurisdiction; and

Pinnacle shall provide reasonable advance notice of any scheduling conflicts that may affect the availability of Dr. Anand or any designated testifying expert.

3.7 Additional Services

As the investigation progresses, Pinnacle may be asked to perform additional forensic services beyond the scope described in Sections 3.1 through 3.6 above, including but not limited to the analysis of additional devices, systems, accounts, or data sources that are identified during the course of the investigation or that become available through the litigation process (e.g., through court-ordered discovery or third-party subpoenas). Any such additional services shall be subject to mutual written agreement between Pinnacle and C&H regarding scope, timing, deliverables, and applicable fees.

4. Engagement Team

Dr. Rajiv Anand shall serve as the Engagement Lead and primary point of contact for Pinnacle throughout the duration of this Engagement. Dr. Anand shall be responsible for overseeing all forensic analysis, maintaining quality control over all work product, and supervising the preparation of all reports delivered pursuant to Section 3.5. Dr. Anand shall also serve as the designated expert witness for Pinnacle and shall be available for expert testimony as described in Section 3.6.

Pinnacle shall not substitute, reassign, or remove Dr. Anand or any other key engagement personnel without the prior written approval of C&H. For purposes of this provision, "key engagement personnel" means Dr. Anand and any individual designated by Pinnacle as a senior forensic analyst assigned to the Engagement.

Pinnacle may utilize additional forensic analysts, technical staff, and support personnel under Dr. Anand's direct supervision as necessary to perform the services described herein. Upon request by C&H, Pinnacle shall promptly provide the names, qualifications, and relevant experience of all such personnel assigned to the Engagement. Pinnacle shall ensure that all personnel assigned to the Engagement are bound by confidentiality obligations no less restrictive than those set forth in Section 7 of this letter.

5. Timing and Urgency

The parties acknowledge and agree that this Engagement requires expedited performance in light of the anticipated filing of emergency injunctive relief in the Delaware Court of Chancery and the time-sensitive nature of the forensic evidence at issue. Pinnacle shall use commercially reasonable efforts to prioritize this Engagement and to allocate sufficient personnel and resources to meet the following timeline requirements:

(a) Forensic Imaging. Forensic imaging of all returned CRH devices shall commence within forty-eight (48) hours of Pinnacle's receipt of such devices from C&H or CRH;

(b) Preliminary Forensic Report. A preliminary forensic report, as described in Section 3.5(a), shall be delivered to C&H within ten (10) business days of commencement of the forensic imaging, or on such earlier date as may be necessary to support emergency court filings, as communicated by C&H to Pinnacle;

(c) Cloud Access Log Analysis. Cloud access log analysis shall commence immediately upon Pinnacle's receipt of access credentials, log data, and any other necessary materials from CRH's IT department, as coordinated through C&H; and

(d) Ongoing Coordination. Pinnacle shall coordinate closely with James Underwood and Devon Archer at C&H regarding the timing and sequencing of all deliverables, and shall provide regular status updates no less frequently than twice per week during the initial phase of the investigation.

Pinnacle shall promptly notify C&H of any circumstances that may affect its ability to meet the timeline requirements set forth above.

6. Attorney-Client Privilege and Work Product Protection

Pinnacle is being retained by C&H, in its capacity as outside litigation counsel to CRH, and all work performed by Pinnacle under this Engagement is at the express direction of counsel and in anticipation of litigation that is both imminent and reasonably foreseeable. The parties intend that all communications between Pinnacle and C&H (including oral, written, and electronic communications), and all reports, analyses, draft reports, work papers, notes, data compilations, forensic images, working copies, and other materials produced by Pinnacle in connection with this Engagement (collectively, "Engagement Materials"), shall be protected by the attorney-client privilege and/or the attorney work product doctrine to the fullest extent permitted by applicable law.

In furtherance of this intent, Pinnacle shall adhere to the following requirements:

(a) Pinnacle shall not disclose any information, findings, data, analyses, communications, or work product relating to this Engagement to any person or entity other than (i) C&H attorneys and authorized staff working on this matter, and (ii) the following authorized representatives of CRH: Theresa Yun-Park, General Counsel, and Roland Ashby, Chief People Officer. No disclosure shall be made to any other person or entity without the prior written consent of C&H.

(b) All Engagement Materials, including but not limited to reports, correspondence, memoranda, spreadsheets, charts, forensic images, and presentations, shall be marked with the legend "PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT" or with such other protective legend as C&H may direct from time to time.

(c) Pinnacle shall take all reasonable steps to avoid the inadvertent disclosure of privileged or work-product-protected materials, including implementing internal access controls limiting access to Engagement Materials to authorized Pinnacle personnel.

7. Confidentiality Obligations

Pinnacle acknowledges and agrees that, in the course of performing services under this Engagement, it will have access to and receive highly sensitive and confidential information belonging to CRH, including but not limited to trade secrets, proprietary business strategies, vendor information, supplier pricing and contract terms, customer data, employee data, internal strategic plans (including, without limitation, Project Ridgeline), financial data, competitive analyses, and other information of a confidential or proprietary nature (collectively, "Confidential Information").

Pinnacle shall maintain all Confidential Information in strict confidence and shall not disclose, disseminate, publish, use, or permit access to any Confidential Information for any purpose other than the performance of services under this Engagement. Pinnacle shall limit access to Confidential Information to those Pinnacle employees, contractors, and agents who have a need to know such information in order to perform services under this Engagement and who are bound by written confidentiality obligations no less restrictive than those set forth in this Section 7.

Pinnacle shall implement and maintain appropriate physical, technical, and administrative safeguards to protect the confidentiality, integrity, and security of all CRH data and Confidential Information in its possession, custody, or control. Such safeguards shall include, at a minimum, encryption of data at rest and in transit, role-based access controls, secure physical storage of devices and media, and regular security assessments of Pinnacle's facilities and systems.

The confidentiality obligations set forth in this Section 7 shall survive the completion or termination of this Engagement and shall remain in full force and effect indefinitely, or for so long as the Confidential Information retains its confidential or proprietary nature.

8. Data Handling and Chain of Custody

Pinnacle shall maintain a detailed, documented chain of custody for all physical devices, forensic images, electronic data, and other materials received or created in connection with this Engagement. Chain of custody documentation shall record, at a minimum, the identity of each individual who had possession or control of each item, the dates and times of each transfer of possession, the purpose of each transfer, and the condition of each item at the time of transfer.

All forensic images, working copies, and electronic data generated or maintained by Pinnacle in connection with this Engagement shall be stored on encrypted, access-controlled media at Pinnacle's secure facility located at 8700 Georgia Avenue, Suite 300, Silver Spring, MD 20910. Pinnacle shall not transfer, copy, or replicate any CRH data to cloud storage, off-site locations, or any third-party systems without the prior written approval of C&H.

Upon completion of the Engagement (or upon earlier written request by C&H), Pinnacle shall, at C&H's direction, either (a) return all CRH data, devices, forensic images, Engagement Materials, and related materials to C&H, or (b) securely destroy all such data and materials using methods consistent with NIST SP 800-88 (or equivalent standards) and provide C&H with written certification of such destruction, including a detailed description of the materials destroyed and the methods of destruction employed. In no event shall Pinnacle retain any copies of CRH data or Engagement Materials following the completion of return or destruction, except as may be required by applicable law or professional standards and only with C&H's prior written consent.

9. Fees and Billing

Pinnacle's fees for services performed under this Engagement shall be billed on a time-and-materials basis at the following hourly rates:

The foregoing rates shall remain in effect for the initial twelve (12) months of the Engagement. Any adjustment to the rates thereafter shall require prior written agreement of the parties.

Expenses. Pinnacle shall be reimbursed for reasonable out-of-pocket expenses actually incurred in connection with this Engagement, including but not limited to travel expenses (coach airfare, ground transportation, and lodging at reasonable rates), equipment costs, storage media costs, software licensing fees directly attributable to the Engagement, and courier or overnight delivery charges. Pinnacle shall obtain C&H's prior written approval before incurring any single expense item exceeding $1,500.00. Expense reimbursement requests shall be supported by receipts or other reasonable documentation.

Invoices. Pinnacle shall submit detailed monthly invoices to C&H, addressed as follows:

Renata Vasquez, Partner Calderwood & Harkness LLP 601 South Figueroa Street, Suite 4200 Los Angeles, CA 90017

Email: rvasquez@calderwoodharkness.com

Reference: Matter No. 1038-00006

Each invoice shall include a detailed description of the services performed, the personnel who performed such services, the hours expended by each individual, the applicable hourly rate, and an itemized listing of all expenses for which reimbursement is sought. Invoices shall be submitted in a format consistent with C&H's outside vendor billing guidelines, which C&H shall provide to Pinnacle upon request.

Payment Terms. Payment of undisputed invoiced amounts shall be due net thirty (30) days from C&H's receipt of invoice. C&H shall promptly notify Pinnacle of any disputed charges. All fees and expenses incurred under this Engagement are ultimately the financial responsibility of CRH, the Client. Pinnacle acknowledges that C&H is engaging Pinnacle on behalf of and as agent for CRH, and that C&H shall not be personally liable for any fees or expenses incurred under this Engagement except to the extent expressly agreed in writing.

10. Independence and Conflicts

Pinnacle represents and warrants that it has conducted a reasonable conflict check prior to the execution of this letter and has identified no conflicts of interest with respect to any of the following parties:

(a) Cascade Retail Holdings Inc. (the Client);

(b) The Departing Employees: Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson;

(d) Greystone Capital Partners, LP;

(e) Whitfield, Nygaard & Doyle LLP (identified as counsel to certain of the Departing Employees); and

(f) Blackhall & Soren LLP (identified as counsel to Verdana Commerce Group, Inc.).

Pinnacle further represents that it has no current engagement, business relationship, financial interest, or other affiliation that would materially impair its independence, objectivity, or ability to render impartial opinions and testimony in connection with this matter.

Pinnacle shall promptly notify C&H in writing if any conflict of interest or potential conflict of interest is identified at any time during the course of the Engagement, including any engagement, referral, or business relationship involving any of the parties listed above.

11. Cooperation and Access

C&H and CRH shall provide Pinnacle with reasonable and timely access to the following materials and resources necessary for Pinnacle to perform its services under this Engagement:

(a) All CRH-issued devices returned by or recovered from the Departing Employees, in their current condition and accompanied by such chain-of-custody documentation as CRH has maintained to date;

(b) Cloud access logs, system audit logs, and related electronic records from CRH's enterprise information systems;

(c) IT system credentials, access permissions, and administrative support necessary to facilitate Pinnacle's analysis of CRH cloud environments and platforms;

(d) Access to CRH IT department personnel (including the CRH Chief Information Security Officer and relevant systems administrators) for purposes of technical consultation, system architecture inquiries, and data retrieval; and

(e) Such other information, documents, and materials as Pinnacle may reasonably request and C&H may approve in connection with the performance of services under this Engagement.

All contact between Pinnacle and CRH IT personnel shall be coordinated through C&H (specifically through James Underwood or Devon Archer) to preserve the privileged nature of the engagement and to ensure consistency in communications.

12. Limitation of Liability and Indemnification

12.1 Limitation of Liability

Pinnacle's aggregate liability to C&H and CRH arising out of or relating to this Engagement, whether based on contract, tort, strict liability, or any other theory, shall not exceed the total amount of fees actually paid by or on behalf of CRH to Pinnacle under this Engagement during the twelve (12) month period preceding the event giving rise to such liability. This limitation shall not apply to liability arising from Pinnacle's gross negligence, willful misconduct, or breach of its confidentiality obligations under Section 7.

12.2 Mutual Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party, its officers, directors, partners, employees, and agents (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's negligence or willful misconduct in connection with this Engagement.

12.3 Exclusion of Consequential Damages

In no event shall either party be liable to the other for any indirect, consequential, incidental, special, or punitive damages of any kind, including but not limited to loss of profits, loss of revenue, loss of data, or loss of business opportunity, regardless of whether such damages are foreseeable and regardless of whether such party has been advised of the possibility of such damages, except in cases of gross negligence, willful misconduct, or breach of confidentiality.

13. Term and Termination

This Engagement shall remain in effect until the earliest of:

(a) Completion of all services described herein and delivery of all reports and other deliverables to C&H;

(b) Written termination by C&H upon ten (10) calendar days' prior written notice to Pinnacle; or

In the event of termination pursuant to subsection (b) above, Pinnacle shall be entitled to compensation for all services performed and expenses incurred through the effective date of termination.

Upon termination or expiration of this Engagement for any reason, Pinnacle shall promptly deliver to C&H all work product (including preliminary drafts, working copies, and final reports), forensic images, CRH data, devices, and other materials in Pinnacle's possession or control. The data handling provisions of Section 8, the confidentiality obligations of Section 7, and the privilege protections of Section 6 shall survive the termination or expiration of this Engagement.

14. Governing Law and Dispute Resolution

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

Any dispute, controversy, or claim arising out of or relating to this engagement letter or the breach, termination, or validity thereof, that cannot be resolved through good-faith negotiation between the parties within thirty (30) days after written notice of such dispute, shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in Wilmington, Delaware, before a single arbitrator mutually selected by the parties, or, if the parties are unable to agree, appointed by the AAA. The arbitrator's decision shall be final and binding 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 arbitration, unless the arbitrator determines that an award of fees and costs to the prevailing party is warranted.

15. Miscellaneous Provisions

15.1 Entire Agreement. This engagement letter, together with any schedules, exhibits, or addenda attached hereto or incorporated herein by reference, constitutes the entire agreement between the parties with respect to the Engagement described herein and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether oral or written, relating to the subject matter hereof.

15.2 Amendments. This engagement letter may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both C&H and Pinnacle.

15.3 Notices. Any notice, request, demand, or other communication required or permitted under this engagement letter shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by electronic mail with confirmation of receipt, or when sent by nationally recognized overnight courier, addressed to the parties at the addresses set forth herein, or at such other address as either party may designate by written notice to the other.

15.4 Counterparts. This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution may be evidenced by electronic signature, which shall be deemed to have the same legal effect as an original ink signature.

15.5 Assignment. Pinnacle shall not assign, delegate, or transfer this engagement letter or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of C&H. Any purported assignment in violation of this provision shall be null and void. C&H may assign this engagement letter to any successor entity or affiliate without Pinnacle's consent.

15.6 Severability. If any provision of this engagement letter is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it valid and enforceable.

15.7 Waiver. The failure of either party to enforce any provision of this engagement letter shall not constitute a waiver of that party's right to enforce such provision or any other provision in the future.

If the foregoing terms accurately reflect Pinnacle's understanding of the Engagement, please sign and return one copy of this letter to the undersigned. We look forward to working with you and your team on this important matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Bernard Crawford

Title: Partner

Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005

Email: bcrawford@calderwoodharkness.com

Date: February 20, 2025

ACKNOWLEDGED AND ACCEPTED

The undersigned, on behalf of Pinnacle Forensics LLC, hereby acknowledges receipt of this engagement letter, agrees to the terms and conditions set forth herein, and confirms Pinnacle's acceptance of the Engagement described above.

PINNACLE FORENSICS LLC

By: ________

Name: Dr. Rajiv Anand

Title: Engagement Lead

Pinnacle Forensics LLC 8700 Georgia Avenue, Suite 300 Silver Spring, MD 20910

Email: ranand@pinnacleforensics.com

Date: ________

cc: (via email)

Theresa Yun-Park, General Counsel, Cascade Retail Holdings Inc. Renata Vasquez, Partner, Calderwood & Harkness LLP (Los Angeles) James Underwood, Associate, Calderwood & Harkness LLP (Washington, DC) Devon Archer, Associate, Calderwood & Harkness LLP (Washington, DC)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This engagement letter and its contents are protected by the attorney-client privilege and the attorney work product doctrine. Any unauthorized disclosure, copying, or distribution of this document or its contents is strictly prohibited.

Name	Title at CRH	Dates of Employment
Priya Rathore	Senior Vice President, Merchandising	June 3, 2019 – February 7, 2025
Derek Linden	Vice President, Hardlines Merchandising	March 15, 2020 – February 7, 2025
Sonia Kaczmarek	Vice President, Softlines Merchandising	August 1, 2018 – February 7, 2025
Amara Osei	Director, Private Label Strategy	January 12, 2021 – February 7, 2025
Brent Halvorsen	Director, Seasonal Planning & Analytics	September 8, 2020 – February 7, 2025
Lucia Fernandez-Gill	Director, Vendor Relations (Domestic)	April 22, 2019 – February 7, 2025
Nathan Tsao	Senior Manager, eCommerce Merchandising	November 4, 2021 – February 7, 2025
Kira Johansson	Senior Manager, Category Analytics	July 17, 2020 – February 7, 2025
Personnel Category	Hourly Rate
Dr. Rajiv Anand, Engagement Lead	$595.00
Senior Forensic Analysts	$425.00
Forensic Analysts	$325.00
Technical Support Staff	$195.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
1301 K Street NW, Suite 1200 Washington, DC 20005 Telephone: (202) 555-7800 Facsimile: (202) 555-7801 www.calderwoodharkness.com
February 20, 2025
VIA EMAIL AND HAND DELIVERY
Dr. Rajiv Anand Engagement Lead Pinnacle Forensics LLC 8700 Georgia Avenue, Suite 300 Silver Spring, MD 20910
Re: Engagement of Pinnacle Forensics LLC for Digital Forensic Investigation and eDiscovery Services
Client: Cascade Retail Holdings Inc.
Calderwood & Harkness Matter No.: 1038-00006
Dear Dr. Anand:
1. Introduction and Engagement Overview
Calderwood & Harkness LLP ("C&H"), on behalf of its client Cascade Retail Holdings Inc. ("CRH" or the "Client"), a Delaware corporation publicly traded on the Nasdaq Stock Market (ticker symbol: CRHL), headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119 (EIN: 91-2847351), hereby retains Pinnacle Forensics LLC ("Pinnacle" or the "Firm") to provide digital forensic investigation, forensic imaging, cloud access log analysis, data exfiltration investigation, and related eDiscovery services in connection with the matter more fully described in Section 2 below (the "Engagement"). This Engagement is effective as of February 20, 2025 (the "Effective Date").
The C&H engagement team responsible for the oversight and management of this matter consists of the following attorneys:
•  Bernard Crawford, Partner — Responsible Partner with overall supervisory authority for the Engagement;
•  Renata Vasquez, Partner — Billing Partner responsible for financial oversight of the Engagement;
•  James Underwood, Lead Associate — Day-to-day operational contact for all substantive forensic and legal coordination; and
•  Devon Archer, Working Associate — Additional day-to-day contact supporting case coordination, document review, and forensic deliverable management.
Day-to-day communications relating to the Engagement should be directed to James Underwood (junderwood@calderwoodharkness.com; (202) 555-7834) and Devon Archer (darcher@calderwoodharkness.com; (202) 555-7841), with oversight and strategic direction provided by Bernard Crawford (bcrawford@calderwoodharkness.com; (202) 555-7810). Any communications regarding billing or financial matters should be directed to Renata Vasquez (rvasquez@calderwoodharkness.com; (213) 555-4412) at C&H's Los Angeles office.
The primary in-house contact at CRH for purposes of this Engagement is Theresa Yun-Park, General Counsel, Cascade Retail Holdings Inc. (tyunpark@cascaderetail.com; (206) 555-2100). All communications with CRH personnel shall be coordinated through C&H unless otherwise expressly authorized by Bernard Crawford or James Underwood.
2. Background and Description of the Matter
2.1 Overview of the Client
CRH is a leading omnichannel retail and ecommerce company operating 387 brick-and-mortar retail locations across 34 states and a direct-to-consumer ecommerce platform. For its fiscal year ending January 31, 2025 ("FY2024"), CRH reported annual revenue of approximately $6.82 billion. CRH's merchandising division is a core strategic unit of the company and accounted for approximately $2.3 billion in gross merchandise value during FY2024. The merchandising division is responsible for, among other things, vendor negotiations, category strategy, private-label product development, seasonal planning, and analytics-driven buying decisions across both physical and digital retail channels.
2.2 The Departing Employees
On February 7, 2025, at approximately 4:47 PM Pacific Standard Time, eight senior employees within CRH's merchandising division simultaneously submitted letters of resignation, each purporting to be effective immediately (the "Coordinated Departure"). The individuals who resigned are as follows (collectively, the "Departing Employees" or the "Rathore Group"):
The Rathore Group departed CRH to join Verdana Commerce Group, Inc. ("Verdana" or "VCG"), a Delaware corporation headquartered at 400 Christiana Gateway, Suite 700, Wilmington, DE 19801. Verdana is a direct competitor of CRH in the omnichannel retail and ecommerce space. Verdana is majority-owned by Greystone Capital Partners, LP ("Greystone"), a private equity firm. On February 14, 2025, Verdana publicly announced the hiring of all eight members of the Rathore Group in a press release disseminated through major business news outlets.
2.3 Restrictive Covenant Agreements
Each of the Departing Employees was a party to an individual employment agreement with CRH containing restrictive covenant provisions, including non-competition covenants, non-solicitation covenants (covering both employees and business relationships), and comprehensive confidentiality obligations. Each such employment agreement is governed by the laws of the State of Delaware and contains a forum selection clause designating the Delaware Court of Chancery (or, where the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware) as the exclusive forum for the resolution of disputes arising under the agreement.
2.4 Access to Proprietary and Confidential Information
By virtue of their senior positions within CRH's merchandising division, each of the Departing Employees had direct access to a broad range of CRH proprietary and confidential information, including but not limited to:
•  Vendor negotiation playbooks, including detailed supplier-specific pricing histories, margin targets, rebate structures, and negotiation strategies;
•  Seasonal buying algorithms developed by CRH's analytics team and used to forecast demand and optimize inventory allocation across CRH's retail network;
•  Private-label sourcing strategies, including cost models, supplier contracts, quality benchmarks, and competitive positioning analysis for CRH's portfolio of proprietary brands;
•  Customer segmentation data, including proprietary analytics derived from CRH's loyalty program and ecommerce platform encompassing purchasing behavior, demographic profiling, and lifetime value models;
•  A confidential five-year category expansion roadmap known internally as "Project Ridgeline," which was completed in October 2024 and represents a comprehensive strategic plan for CRH's entry into new product categories, geographic markets, and channel formats through 2029. Project Ridgeline is classified by CRH as a top-tier trade secret and was accessible only to a limited group of senior executives within the merchandising and corporate strategy divisions.
2.5 Suspected Data Exfiltration
CRH's internal IT security team, in coordination with C&H, conducted a preliminary audit of systems and devices on or about February 12, 2025 (the "IT Audit"). The IT Audit identified indicators of potential data exfiltration from CRH systems by one or more of the Departing Employees during the period preceding their simultaneous resignations. Specifically, the IT Audit revealed anomalous patterns of file downloads, bulk data transfers, and access to restricted repositories that were inconsistent with the Departing Employees' ordinary course of business activities. These preliminary findings necessitate a thorough, forensically rigorous investigation by qualified digital forensic experts—hence this Engagement.
2.6 Anticipated Litigation
CRH has retained C&H to enforce the restrictive covenant provisions contained in the Departing Employees' respective employment agreements and to pursue related claims, including but not limited to claims for misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. §§ 2001–2009 ("DUTSA"), breach of contract, breach of fiduciary duty, tortious interference with contractual relations, and civil conspiracy. C&H anticipates filing suit in the Delaware Court of Chancery in the near term, including an application for emergency injunctive relief in the form of a temporary restraining order and preliminary injunction. The forensic work product and expert testimony provided by Pinnacle under this Engagement will be instrumental to CRH's pursuit of such relief.
3. Scope of Services
Pinnacle shall provide the following services in connection with this Engagement. The scope of services described below may be expanded or modified by mutual written agreement of the parties as the investigation progresses and as directed by C&H.
3.1 Forensic Imaging of CRH-Issued Devices
Pinnacle shall perform forensic imaging and preservation of all CRH-issued electronic devices that were returned by or recovered from each of the eight Departing Employees. The devices subject to forensic imaging include, without limitation, laptops, mobile phones (including smartphones), tablets, USB storage devices, external hard drives, and any other CRH-owned or CRH-assigned hardware that was in the possession, custody, or control of any of the Departing Employees at any time during their employment with CRH.
All forensic imaging shall be conducted using forensically sound methodologies consistent with industry best practices and applicable legal standards to ensure the admissibility of forensic images and derivative evidence in court proceedings, including proceedings in the Delaware Court of Chancery, Delaware Superior Court, and any federal court that may acquire jurisdiction over related claims. At a minimum, Pinnacle's imaging process shall include:
(a) The creation of verified hash-value copies (using MD5 and/or SHA-256 hash algorithms) of each device's storage media, with hash verification documented at the time of imaging;
(b) The maintenance of a detailed, documented chain of custody for each device from the point of receipt by Pinnacle through the completion of the Engagement, in accordance with the requirements set forth in Section 8 below;
(c) The use of write-blocking technology or equivalent measures to prevent any alteration of original data during the imaging process; and
(d) The documentation of the physical condition, model, serial number, storage capacity, operating system version, and contents of each device at the time of receipt, including notation of any visible damage, tampering, or anomalous conditions.
Pinnacle shall maintain the original forensic images in an unaltered state throughout the Engagement and shall perform all subsequent analysis on working copies of the forensic images.
3.2 Cloud Access Log Analysis
Pinnacle shall analyze cloud access logs from CRH's enterprise information systems, including but not limited to the following platforms:
(a) Hollowell Technologies (CRH's primary document management and collaboration platform);
(b) Quillon Data Systems (CRH's customer relationship management system, including any integrated analytics or reporting modules);
(c) CRH's enterprise email system (Ashgrove Software / Drayton Solutions);
(d) Any other cloud-based platforms, applications, or services accessed by one or more of the Departing Employees in connection with their CRH responsibilities, including but not limited to internal analytics platforms, vendor management portals, and project management tools.
The analysis shall cover, at a minimum, the period from January 1, 2025, through February 7, 2025 (the date of the Departing Employees' resignations). Pinnacle shall extend the analysis period earlier in time as warranted by preliminary findings or as directed by C&H. Pinnacle shall identify and catalog all access events attributable to the Departing Employees during the review period, including but not limited to:
(a) Login and logout times, including the source IP addresses and geolocation data associated with each session;
(b) Files and documents accessed, viewed, or opened;
(c) Files downloaded from CRH systems to local devices, portable storage media, or other destinations;
(d) Files uploaded to CRH systems from external sources;
(e) Files deleted from CRH systems, including metadata reflecting deletion timestamps and user identity;
(f) Any anomalous access patterns, including access outside of normal business hours, access to repositories or documents outside the scope of the employee's ordinary responsibilities, bulk download activity, and any access patterns indicative of systematic data collection or exfiltration.
3.3 Data Exfiltration Investigation
Pinnacle shall conduct a comprehensive investigation into whether any CRH proprietary or confidential data was transferred, copied, downloaded, emailed, printed, screen-captured, or otherwise exfiltrated from CRH systems by any of the Departing Employees to personal devices, personal email accounts (including but not limited to personal Northgate Software, Northpoint Solutions, Ridgeline Technologies, or other webmail accounts), personal cloud storage accounts (including but not limited to personal Hollowell Health IT, Larkspur Technologies, Severin Services Inc., Meridian Systems, box, or similar services), USB drives, external hard drives, or any other non-CRH systems, platforms, or repositories.
The investigation shall seek to identify, to the extent determinable from available forensic evidence:
(a) The specific files exfiltrated, including file names, file paths, file types, file sizes, and document metadata (author, creation date, modification date, last access date);
(b) The dates and times of each transfer or exfiltration event;
(c) The destination or destinations to which the data was sent, transferred, or stored;
(d) The method or methods of exfiltration (e.g., email attachment, cloud upload, USB transfer, AirDrop, screen capture, print-to-file, or other means); and
(e) The identity of the individual or individuals who performed each exfiltration event.
Pinnacle shall give particular and specific attention to whether any files or data related to the following categories of CRH confidential information were accessed, downloaded, copied, or exfiltrated by any of the Departing Employees:
(a) Project Ridgeline materials, including all drafts, final versions, presentations, models, data sets, and related correspondence;
(b) Vendor negotiation term sheets and associated playbooks;
(c) Private-label cost models, sourcing agreements, and supplier evaluations;
(d) Customer segmentation data and loyalty program analytics;
(e) Seasonal buying algorithms and demand forecasting models; and
(f) Any other materials classified by CRH as confidential, proprietary, or trade secret.
3.4 Encrypted Communication Analysis
To the extent that forensic data exists on CRH-issued devices, Pinnacle shall analyze encrypted messaging applications or platforms that were installed on or accessed from CRH-issued devices by any of the Departing Employees. This analysis shall encompass, without limitation, applications such as Harborline Technologies, Meridian Services Inc., Signal, and any other encrypted or ephemeral messaging platforms identified during the forensic examination.
Pinnacle shall identify, to the extent recoverable, any communications relevant to the Coordinated Departure, including communications reflecting pre-departure planning, coordination among the Departing Employees, contact with Verdana or Greystone personnel, and any discussions relating to the transfer, sharing, or use of CRH proprietary or confidential information.
3.5 Reporting
Pinnacle shall prepare the following written reports in connection with this Engagement:
(a) Preliminary Forensic Report. Pinnacle shall prepare a preliminary written forensic report summarizing its initial findings. The preliminary report shall be prepared in a format and level of detail suitable for use in connection with CRH's application for emergency injunctive relief in the Delaware Court of Chancery, including as an exhibit to a supporting declaration or affidavit by Dr. Anand. The preliminary report shall include, at a minimum, a summary of the devices examined, the forensic methodologies employed, and any findings indicative of data exfiltration or misappropriation.
(b) Comprehensive Final Forensic Report. Following completion of all forensic analysis, Pinnacle shall prepare a comprehensive final forensic report detailing all findings, methodologies, tools, analyses, and conclusions. The final report shall be prepared in a format suitable for submission as evidence in court proceedings in the Delaware Court of Chancery and shall include sufficient technical detail to withstand scrutiny on cross-examination and any Daubert-equivalent challenges to admissibility.
All reports shall be delivered to C&H in both electronic format (PDF) and hard copy, and shall bear the legend "PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT" on each page.
3.6 Expert Testimony
Dr. Rajiv Anand, or another qualified Pinnacle representative pre-approved in writing by C&H, shall be available to provide expert testimony in connection with any proceedings related to this matter. Such testimony may include, without limitation:
(a) Sworn declarations and affidavits submitted in support of applications for a temporary restraining order, preliminary injunction, or other emergency relief;
(b) Live testimony at evidentiary hearings, depositions, trial, or other court proceedings in the Delaware Court of Chancery or any other court of competent jurisdiction; and
(c) Consultation with C&H attorneys in preparation for hearings, depositions, and trial.
Pinnacle shall provide reasonable advance notice of any scheduling conflicts that may affect the availability of Dr. Anand or any designated testifying expert.
3.7 Additional Services
As the investigation progresses, Pinnacle may be asked to perform additional forensic services beyond the scope described in Sections 3.1 through 3.6 above, including but not limited to the analysis of additional devices, systems, accounts, or data sources that are identified during the course of the investigation or that become available through the litigation process (e.g., through court-ordered discovery or third-party subpoenas). Any such additional services shall be subject to mutual written agreement between Pinnacle and C&H regarding scope, timing, deliverables, and applicable fees.
4. Engagement Team
Dr. Rajiv Anand shall serve as the Engagement Lead and primary point of contact for Pinnacle throughout the duration of this Engagement. Dr. Anand shall be responsible for overseeing all forensic analysis, maintaining quality control over all work product, and supervising the preparation of all reports delivered pursuant to Section 3.5. Dr. Anand shall also serve as the designated expert witness for Pinnacle and shall be available for expert testimony as described in Section 3.6.
Pinnacle shall not substitute, reassign, or remove Dr. Anand or any other key engagement personnel without the prior written approval of C&H. For purposes of this provision, "key engagement personnel" means Dr. Anand and any individual designated by Pinnacle as a senior forensic analyst assigned to the Engagement.
Pinnacle may utilize additional forensic analysts, technical staff, and support personnel under Dr. Anand's direct supervision as necessary to perform the services described herein. Upon request by C&H, Pinnacle shall promptly provide the names, qualifications, and relevant experience of all such personnel assigned to the Engagement. Pinnacle shall ensure that all personnel assigned to the Engagement are bound by confidentiality obligations no less restrictive than those set forth in Section 7 of this letter.
5. Timing and Urgency
The parties acknowledge and agree that this Engagement requires expedited performance in light of the anticipated filing of emergency injunctive relief in the Delaware Court of Chancery and the time-sensitive nature of the forensic evidence at issue. Pinnacle shall use commercially reasonable efforts to prioritize this Engagement and to allocate sufficient personnel and resources to meet the following timeline requirements:
(a) Forensic Imaging. Forensic imaging of all returned CRH devices shall commence within forty-eight (48) hours of Pinnacle's receipt of such devices from C&H or CRH;
(b) Preliminary Forensic Report. A preliminary forensic report, as described in Section 3.5(a), shall be delivered to C&H within ten (10) business days of commencement of the forensic imaging, or on such earlier date as may be necessary to support emergency court filings, as communicated by C&H to Pinnacle;
(c) Cloud Access Log Analysis. Cloud access log analysis shall commence immediately upon Pinnacle's receipt of access credentials, log data, and any other necessary materials from CRH's IT department, as coordinated through C&H; and
(d) Ongoing Coordination. Pinnacle shall coordinate closely with James Underwood and Devon Archer at C&H regarding the timing and sequencing of all deliverables, and shall provide regular status updates no less frequently than twice per week during the initial phase of the investigation.
Pinnacle shall promptly notify C&H of any circumstances that may affect its ability to meet the timeline requirements set forth above.
6. Attorney-Client Privilege and Work Product Protection
Pinnacle is being retained by C&H, in its capacity as outside litigation counsel to CRH, and all work performed by Pinnacle under this Engagement is at the express direction of counsel and in anticipation of litigation that is both imminent and reasonably foreseeable. The parties intend that all communications between Pinnacle and C&H (including oral, written, and electronic communications), and all reports, analyses, draft reports, work papers, notes, data compilations, forensic images, working copies, and other materials produced by Pinnacle in connection with this Engagement (collectively, "Engagement Materials"), shall be protected by the attorney-client privilege and/or the attorney work product doctrine to the fullest extent permitted by applicable law.
In furtherance of this intent, Pinnacle shall adhere to the following requirements:
(a) Pinnacle shall not disclose any information, findings, data, analyses, communications, or work product relating to this Engagement to any person or entity other than (i) C&H attorneys and authorized staff working on this matter, and (ii) the following authorized representatives of CRH: Theresa Yun-Park, General Counsel, and Roland Ashby, Chief People Officer. No disclosure shall be made to any other person or entity without the prior written consent of C&H.
(b) All Engagement Materials, including but not limited to reports, correspondence, memoranda, spreadsheets, charts, forensic images, and presentations, shall be marked with the legend "PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT" or with such other protective legend as C&H may direct from time to time.
(c) Pinnacle shall take all reasonable steps to avoid the inadvertent disclosure of privileged or work-product-protected materials, including implementing internal access controls limiting access to Engagement Materials to authorized Pinnacle personnel.
7. Confidentiality Obligations
Pinnacle acknowledges and agrees that, in the course of performing services under this Engagement, it will have access to and receive highly sensitive and confidential information belonging to CRH, including but not limited to trade secrets, proprietary business strategies, vendor information, supplier pricing and contract terms, customer data, employee data, internal strategic plans (including, without limitation, Project Ridgeline), financial data, competitive analyses, and other information of a confidential or proprietary nature (collectively, "Confidential Information").
Pinnacle shall maintain all Confidential Information in strict confidence and shall not disclose, disseminate, publish, use, or permit access to any Confidential Information for any purpose other than the performance of services under this Engagement. Pinnacle shall limit access to Confidential Information to those Pinnacle employees, contractors, and agents who have a need to know such information in order to perform services under this Engagement and who are bound by written confidentiality obligations no less restrictive than those set forth in this Section 7.
Pinnacle shall implement and maintain appropriate physical, technical, and administrative safeguards to protect the confidentiality, integrity, and security of all CRH data and Confidential Information in its possession, custody, or control. Such safeguards shall include, at a minimum, encryption of data at rest and in transit, role-based access controls, secure physical storage of devices and media, and regular security assessments of Pinnacle's facilities and systems.
The confidentiality obligations set forth in this Section 7 shall survive the completion or termination of this Engagement and shall remain in full force and effect indefinitely, or for so long as the Confidential Information retains its confidential or proprietary nature.
8. Data Handling and Chain of Custody
Pinnacle shall maintain a detailed, documented chain of custody for all physical devices, forensic images, electronic data, and other materials received or created in connection with this Engagement. Chain of custody documentation shall record, at a minimum, the identity of each individual who had possession or control of each item, the dates and times of each transfer of possession, the purpose of each transfer, and the condition of each item at the time of transfer.
All forensic images, working copies, and electronic data generated or maintained by Pinnacle in connection with this Engagement shall be stored on encrypted, access-controlled media at Pinnacle's secure facility located at 8700 Georgia Avenue, Suite 300, Silver Spring, MD 20910. Pinnacle shall not transfer, copy, or replicate any CRH data to cloud storage, off-site locations, or any third-party systems without the prior written approval of C&H.
Upon completion of the Engagement (or upon earlier written request by C&H), Pinnacle shall, at C&H's direction, either (a) return all CRH data, devices, forensic images, Engagement Materials, and related materials to C&H, or (b) securely destroy all such data and materials using methods consistent with NIST SP 800-88 (or equivalent standards) and provide C&H with written certification of such destruction, including a detailed description of the materials destroyed and the methods of destruction employed. In no event shall Pinnacle retain any copies of CRH data or Engagement Materials following the completion of return or destruction, except as may be required by applicable law or professional standards and only with C&H's prior written consent.
9. Fees and Billing
Pinnacle's fees for services performed under this Engagement shall be billed on a time-and-materials basis at the following hourly rates:
The foregoing rates shall remain in effect for the initial twelve (12) months of the Engagement. Any adjustment to the rates thereafter shall require prior written agreement of the parties.
Expenses. Pinnacle shall be reimbursed for reasonable out-of-pocket expenses actually incurred in connection with this Engagement, including but not limited to travel expenses (coach airfare, ground transportation, and lodging at reasonable rates), equipment costs, storage media costs, software licensing fees directly attributable to the Engagement, and courier or overnight delivery charges. Pinnacle shall obtain C&H's prior written approval before incurring any single expense item exceeding $1,500.00. Expense reimbursement requests shall be supported by receipts or other reasonable documentation.
Invoices. Pinnacle shall submit detailed monthly invoices to C&H, addressed as follows:
Renata Vasquez, Partner Calderwood & Harkness LLP 601 South Figueroa Street, Suite 4200 Los Angeles, CA 90017
Email: rvasquez@calderwoodharkness.com
Reference: Matter No. 1038-00006
Each invoice shall include a detailed description of the services performed, the personnel who performed such services, the hours expended by each individual, the applicable hourly rate, and an itemized listing of all expenses for which reimbursement is sought. Invoices shall be submitted in a format consistent with C&H's outside vendor billing guidelines, which C&H shall provide to Pinnacle upon request.
Payment Terms. Payment of undisputed invoiced amounts shall be due net thirty (30) days from C&H's receipt of invoice. C&H shall promptly notify Pinnacle of any disputed charges. All fees and expenses incurred under this Engagement are ultimately the financial responsibility of CRH, the Client. Pinnacle acknowledges that C&H is engaging Pinnacle on behalf of and as agent for CRH, and that C&H shall not be personally liable for any fees or expenses incurred under this Engagement except to the extent expressly agreed in writing.
10. Independence and Conflicts
Pinnacle represents and warrants that it has conducted a reasonable conflict check prior to the execution of this letter and has identified no conflicts of interest with respect to any of the following parties:
(a) Cascade Retail Holdings Inc. (the Client);
(b) The Departing Employees: Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson;
(c) Verdana Commerce Group, Inc.;
(d) Greystone Capital Partners, LP;
(e) Whitfield, Nygaard & Doyle LLP (identified as counsel to certain of the Departing Employees); and
(f) Blackhall & Soren LLP (identified as counsel to Verdana Commerce Group, Inc.).
Pinnacle further represents that it has no current engagement, business relationship, financial interest, or other affiliation that would materially impair its independence, objectivity, or ability to render impartial opinions and testimony in connection with this matter.
Pinnacle shall promptly notify C&H in writing if any conflict of interest or potential conflict of interest is identified at any time during the course of the Engagement, including any engagement, referral, or business relationship involving any of the parties listed above.
11. Cooperation and Access
C&H and CRH shall provide Pinnacle with reasonable and timely access to the following materials and resources necessary for Pinnacle to perform its services under this Engagement:
(a) All CRH-issued devices returned by or recovered from the Departing Employees, in their current condition and accompanied by such chain-of-custody documentation as CRH has maintained to date;
(b) Cloud access logs, system audit logs, and related electronic records from CRH's enterprise information systems;
(c) IT system credentials, access permissions, and administrative support necessary to facilitate Pinnacle's analysis of CRH cloud environments and platforms;
(d) Access to CRH IT department personnel (including the CRH Chief Information Security Officer and relevant systems administrators) for purposes of technical consultation, system architecture inquiries, and data retrieval; and
(e) Such other information, documents, and materials as Pinnacle may reasonably request and C&H may approve in connection with the performance of services under this Engagement.
All contact between Pinnacle and CRH IT personnel shall be coordinated through C&H (specifically through James Underwood or Devon Archer) to preserve the privileged nature of the engagement and to ensure consistency in communications.
12. Limitation of Liability and Indemnification
12.1 Limitation of Liability
Pinnacle's aggregate liability to C&H and CRH arising out of or relating to this Engagement, whether based on contract, tort, strict liability, or any other theory, shall not exceed the total amount of fees actually paid by or on behalf of CRH to Pinnacle under this Engagement during the twelve (12) month period preceding the event giving rise to such liability. This limitation shall not apply to liability arising from Pinnacle's gross negligence, willful misconduct, or breach of its confidentiality obligations under Section 7.
12.2 Mutual Indemnification
Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party, its officers, directors, partners, employees, and agents (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's negligence or willful misconduct in connection with this Engagement.
12.3 Exclusion of Consequential Damages
In no event shall either party be liable to the other for any indirect, consequential, incidental, special, or punitive damages of any kind, including but not limited to loss of profits, loss of revenue, loss of data, or loss of business opportunity, regardless of whether such damages are foreseeable and regardless of whether such party has been advised of the possibility of such damages, except in cases of gross negligence, willful misconduct, or breach of confidentiality.
13. Term and Termination
This Engagement shall remain in effect until the earliest of:
(a) Completion of all services described herein and delivery of all reports and other deliverables to C&H;
(b) Written termination by C&H upon ten (10) calendar days' prior written notice to Pinnacle; or
(c) Mutual written agreement of the parties to terminate the Engagement.
In the event of termination pursuant to subsection (b) above, Pinnacle shall be entitled to compensation for all services performed and expenses incurred through the effective date of termination.
Upon termination or expiration of this Engagement for any reason, Pinnacle shall promptly deliver to C&H all work product (including preliminary drafts, working copies, and final reports), forensic images, CRH data, devices, and other materials in Pinnacle's possession or control. The data handling provisions of Section 8, the confidentiality obligations of Section 7, and the privilege protections of Section 6 shall survive the termination or expiration of this Engagement.
14. Governing Law and Dispute Resolution
This engagement letter and all rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
Any dispute, controversy, or claim arising out of or relating to this engagement letter or the breach, termination, or validity thereof, that cannot be resolved through good-faith negotiation between the parties within thirty (30) days after written notice of such dispute, shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in Wilmington, Delaware, before a single arbitrator mutually selected by the parties, or, if the parties are unable to agree, appointed by the AAA. The arbitrator's decision shall be final and binding 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 arbitration, unless the arbitrator determines that an award of fees and costs to the prevailing party is warranted.
15. Miscellaneous Provisions
15.1 Entire Agreement. This engagement letter, together with any schedules, exhibits, or addenda attached hereto or incorporated herein by reference, constitutes the entire agreement between the parties with respect to the Engagement described herein and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether oral or written, relating to the subject matter hereof.
15.2 Amendments. This engagement letter may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both C&H and Pinnacle.
15.3 Notices. Any notice, request, demand, or other communication required or permitted under this engagement letter shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by electronic mail with confirmation of receipt, or when sent by nationally recognized overnight courier, addressed to the parties at the addresses set forth herein, or at such other address as either party may designate by written notice to the other.
15.4 Counterparts. This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution may be evidenced by electronic signature, which shall be deemed to have the same legal effect as an original ink signature.
15.5 Assignment. Pinnacle shall not assign, delegate, or transfer this engagement letter or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of C&H. Any purported assignment in violation of this provision shall be null and void. C&H may assign this engagement letter to any successor entity or affiliate without Pinnacle's consent.
15.6 Severability. If any provision of this engagement letter is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it valid and enforceable.
15.7 Waiver. The failure of either party to enforce any provision of this engagement letter shall not constitute a waiver of that party's right to enforce such provision or any other provision in the future.
If the foregoing terms accurately reflect Pinnacle's understanding of the Engagement, please sign and return one copy of this letter to the undersigned. We look forward to working with you and your team on this important matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Bernard Crawford
Title: Partner
Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005
Email: bcrawford@calderwoodharkness.com
Date: February 20, 2025
ACKNOWLEDGED AND ACCEPTED
The undersigned, on behalf of Pinnacle Forensics LLC, hereby acknowledges receipt of this engagement letter, agrees to the terms and conditions set forth herein, and confirms Pinnacle's acceptance of the Engagement described above.
PINNACLE FORENSICS LLC
By: ________
Name: Dr. Rajiv Anand
Title: Engagement Lead
Pinnacle Forensics LLC 8700 Georgia Avenue, Suite 300 Silver Spring, MD 20910
Email: ranand@pinnacleforensics.com
Date: ________
cc: (via email)
Theresa Yun-Park, General Counsel, Cascade Retail Holdings Inc. Renata Vasquez, Partner, Calderwood & Harkness LLP (Los Angeles) James Underwood, Associate, Calderwood & Harkness LLP (Washington, DC) Devon Archer, Associate, Calderwood & Harkness LLP (Washington, DC)
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This engagement letter and its contents are protected by the attorney-client privilege and the attorney work product doctrine. Any unauthorized disclosure, copying, or distribution of this document or its contents is strictly prohibited.
Name | Title at CRH | Dates of Employment
Priya Rathore | Senior Vice President, Merchandising | June 3, 2019 – February 7, 2025
Derek Linden | Vice President, Hardlines Merchandising | March 15, 2020 – February 7, 2025
Sonia Kaczmarek | Vice President, Softlines Merchandising | August 1, 2018 – February 7, 2025
Amara Osei | Director, Private Label Strategy | January 12, 2021 – February 7, 2025
Brent Halvorsen | Director, Seasonal Planning & Analytics | September 8, 2020 – February 7, 2025
Lucia Fernandez-Gill | Director, Vendor Relations (Domestic) | April 22, 2019 – February 7, 2025
Nathan Tsao | Senior Manager, eCommerce Merchandising | November 4, 2021 – February 7, 2025
Kira Johansson | Senior Manager, Category Analytics | July 17, 2020 – February 7, 2025
Personnel Category | Hourly Rate
Dr. Rajiv Anand, Engagement Lead | $595.00
Senior Forensic Analysts | $425.00
Forensic Analysts | $325.00
Technical Support Staff | $195.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA EMAIL AND HAND DELIVERY

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND ACCEPTED

PINNACLE FORENSICS LLC

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