1038-00007 · Cascade Retail Holdings · Discovery

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CALDERWOOD & HARKNESS LLP Attorneys at Law

600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-4800 Facsimile: (213) 555-4801 www.calderwoodharkness.com

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

December 10, 2021

TO:

David Pruitt, Esq. General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 2200 Elliott Avenue West, Suite 1400 Seattle, Washington 98119

CC:

Margaret Prumvane, CEO & President, Cascade Retail Holdings Inc. Raj Subramanian, CFO, Cascade Retail Holdings Inc. Lena Torvik, SVP Supply Chain & Procurement, Cascade Retail Holdings Inc. Annika Bergström, VP Strategic Sourcing, Cascade Retail Holdings Inc.

FROM:

Douglas Carmichael, Partner, Calderwood & Harkness LLP Yuki Nakamura, Senior Associate, Calderwood & Harkness LLP

RE:

Litigation Hold Notice — Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872, Superior Court of the State of California, County of Los Angeles

C&H Matter No.: 1038-00007

LITIGATION HOLD MEMORANDUM

I. Purpose of This Memorandum

Calderwood & Harkness LLP ("C&H" or "outside counsel") represents Cascade Retail Holdings Inc. ("Cascade," "CRH," or the "Company") in the defense of the above-referenced civil action filed by Vantor Holdings Corp. ("Vantor" or "Plaintiff") on September 7, 2021, in the Superior Court of the State of California, County of Los Angeles, bearing Case No. 21STCV-34872 (the "Action"). Cascade was served with the summons and complaint on September 28, 2021. Cascade, through C&H, filed its Answer and Affirmative Defenses on October 18, 2021. An Initial Case Management Conference was held before the Honorable Judge Patricia M. Nakashima on November 5, 2021, at which time the Court set a preliminary discovery schedule and a Case Management Order establishing key deadlines for the duration of the litigation.

This memorandum constitutes a formal litigation hold directive requiring the immediate preservation of all documents and electronically stored information ("ESI") that are potentially relevant to the claims, defenses, and subject matter of this litigation. The scope of materials subject to this hold is described in detail in Section III below.

The duty to preserve relevant evidence arises from the filing of the Complaint on September 7, 2021, and, in practical terms, from the moment that litigation became reasonably anticipated — which, for purposes of Cascade's preservation obligations, we have identified as no later than August 2021, when Vantor first communicated its grievances to Cascade through counsel. This duty continues until Calderwood & Harkness notifies Cascade in writing that the litigation hold has been lifted. No individual at Cascade is authorized to unilaterally modify, narrow, or terminate this hold.

The importance of this directive cannot be overstated. Failure to comply with the preservation obligations described in this memorandum may result in severe sanctions, including adverse inference instructions, monetary penalties, issue preclusion, or other penalties imposed by the Court. Each individual who receives this memorandum has a personal obligation to ensure full compliance with the terms set forth herein.

This memorandum is protected by the attorney-client privilege and the work product doctrine. It should not be shared with, disclosed to, or discussed with any person outside of the Company or outside counsel without the prior written approval of David Pruitt or Calderwood & Harkness.

II. Summary of the Litigation

The following is a summary of the key facts and claims at issue in the Action, provided for the purpose of informing custodians about the scope of potentially relevant documents and ESI that must be preserved. This summary is not exhaustive and is not intended to serve as a substitute for the pleadings, which should be reviewed in their entirety by each individual involved in the Company's defense.

Case Caption: Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872

Court: Superior Court of the State of California, County of Los Angeles

Plaintiff: Vantor Holdings Corp., a California corporation headquartered at 18500 Von Karman Avenue, Suite 600, Irvine, California 92612. Vantor is a mid-market distributor and wholesaler of consumer goods, including home goods, consumer electronics accessories, and personal care products.

Defendant: Cascade Retail Holdings Inc., a Delaware corporation whose shares are publicly traded on the Nasdaq Stock Market (ticker: CRHI), headquartered at 2200 Elliott Avenue West, Suite 1400, Seattle, Washington 98119. Cascade operates a national chain of retail stores and an e-commerce platform specializing in home goods, lifestyle products, and consumer electronics accessories.

Plaintiff's Counsel: Kessler, Brandt & Whitfield LLP, 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067. The principal attorneys representing Vantor are Martin Kessler (lead partner), Natalie Whitfield (partner), and Jason Okafor (senior associate).

Nature of Claims

Vantor's Complaint alleges three causes of action against Cascade:

Count I — Tortious Interference with Contractual Relations. Vantor alleges that Cascade knowingly and intentionally induced three of Vantor's key consumer-goods suppliers — Hemsworth Consumer Products LLC ("Hemsworth"), Tridale Manufacturing Inc. ("Tridale"), and Orion Lifestyle Brands Corp. ("Orion") (collectively, the "Three Suppliers") — to breach their respective exclusive supply agreements with Vantor. Specifically, Vantor contends that Cascade, through its strategic initiative known internally as "Project Atlas," targeted the Three Suppliers with above-market supply agreements and financial incentives for the purpose of diverting them away from Vantor and disrupting Vantor's supply chain. Vantor further alleges that Cascade had actual knowledge of the exclusivity provisions contained in the suppliers' agreements with Vantor and acted with the specific intent to cause breaches of those agreements.

Count II — Tortious Interference with Prospective Economic Advantage. Vantor alleges that, independent of and in addition to the existing contractual relationships, Cascade disrupted Vantor's reasonable expectation of renewed, extended, and expanded supply relationships with the Three Suppliers beyond the initial contract terms. Vantor claims that it had a long-standing course of dealing with each of the Three Suppliers that gave rise to a reasonable expectation of continued business, and that Cascade's conduct was independently wrongful in that it was designed to eliminate a competitor's access to critical supply relationships.

Count III — Unfair Business Practices (Cal. Bus. & Prof. Code § 17200). Vantor alleges that Cascade's supplier acquisition campaign, as executed through Project Atlas, constitutes an unfair, unlawful, or fraudulent business practice within the meaning of California Business and Professions Code Section 17200 et seq. Vantor seeks injunctive relief and restitution under this cause of action.

Damages Claimed. Vantor alleges total damages of approximately $87.4 million, broken down as follows:

Vantor's damages claim encompasses alleged lost profits, costs of securing replacement suppliers, reputational harm, and consequential damages resulting from supply chain disruption.

Cascade's Defenses (Summary)

Cascade's Answer and Affirmative Defenses, filed October 18, 2021, deny all material allegations and assert, among other defenses, the following:

• Cascade lacked knowledge of the specific exclusivity provisions contained in the supply agreements between the Three Suppliers and Vantor at the time Cascade entered into its own supply agreements with those entities;

• The Three Suppliers independently chose to enter into supply agreements with Cascade based on their own commercial interests, including superior pricing, volume commitments, and long-term growth opportunities;

• Each of the Three Suppliers exercised termination-for-convenience clauses contained in their respective supply agreements with Vantor prior to entering into agreements with Cascade, and such terminations were contractually permitted;

• Vantor failed to mitigate its damages by neglecting to timely identify and secure alternative supply relationships;

• Vantor's Section 17200 claim is duplicative of its tort claims and is preempted or otherwise barred as a matter of law.

The foregoing summary is intended solely to provide context for the preservation obligations set forth below. Discovery in this matter is expected to be extensive, and the parties have agreed to a phased discovery schedule that will commence with written discovery in January 2022, followed by document productions and depositions.

III. Scope of the Litigation Hold

A. Subject Matter Categories

All documents and ESI relating to any of the following subject matter categories must be preserved, regardless of the form in which they exist, the medium on which they are stored, or the location at which they are maintained. The descriptions below are intended to be illustrative and should be construed broadly. When in doubt as to whether a particular document or category of documents falls within the scope of this hold, custodians should err on the side of preservation and contact the individuals identified in Section VIII below for guidance.

1. Project Atlas. All documents and communications relating to Cascade's strategic supplier diversification initiative known internally as "Project Atlas," which was launched in or around February 2021. This category includes, but is not limited to: planning documents, strategic frameworks, budgets (including the approximately $4.2 million allocated budget for the initiative), strategy memoranda, meeting notes, presentations (including board-level and executive committee presentations), status updates, progress reports, workstream trackers, vendor scoring matrices, competitive analysis reports, and all internal and external communications generated by, in connection with, or relating to the Project Atlas initiative, from its inception through the present. This category also encompasses any predecessor or successor initiatives to Project Atlas, by whatever name, to the extent they relate to the supplier relationships at issue.

2. Hemsworth Consumer Products LLC. All documents and communications relating to the supplier relationship between Cascade and Hemsworth Consumer Products LLC ("Hemsworth"), an Oregon limited liability company with its principal place of business at 4720 NW Yeon Avenue, Portland, Oregon 97210. This category includes, but is not limited to:

(a) The Cascade–Hemsworth Master Supply Agreement executed on or about June 1, 2021 (five-year term, approximately $28.0 million in annual purchase commitments), together with all exhibits, schedules, side letters, amendments, and related documents;

(b) All pre-contractual negotiations, due diligence materials, term sheets, letters of intent, proposals, counterproposals, correspondence, and communications with Janet Kohler (CEO of Hemsworth) or any other Hemsworth officer, director, employee, agent, or representative;

(c) Any documents relating to Hemsworth's prior or existing relationship with Vantor, including any documents referring or relating to the Hemsworth–Vantor exclusive supply agreement (three-year term, executed on or about March 15, 2019, with an expiration date of March 14, 2022; approximately $12.5 million in minimum annual purchase commitments; with a 90-day termination-for-convenience notice period);

(d) Any documents reflecting Cascade's knowledge, awareness, or investigation of Hemsworth's contractual obligations to Vantor or any other third party.

3. Tridale Manufacturing Inc. All documents and communications relating to the supplier relationship between Cascade and Tridale Manufacturing Inc. ("Tridale"), a Nevada corporation with its principal place of business at 6300 South Pecos Road, Suite 210, Las Vegas, Nevada 89120. This category includes, but is not limited to:

(a) The Cascade–Tridale Master Supply Agreement executed on or about August 15, 2021 (three-year term, approximately $19.5 million in annual purchase commitments), together with all exhibits, schedules, side letters, amendments, and related documents;

(b) All pre-contractual negotiations, due diligence materials, term sheets, letters of intent, proposals, counterproposals, correspondence, and communications with Gregory Fontaine (President of Tridale) or any other Tridale officer, director, employee, agent, or representative;

(c) Any documents relating to Tridale's prior or existing relationship with Vantor, including any documents referring or relating to the Tridale–Vantor exclusive supply agreement (two-year term, executed on or about January 10, 2020, with an expiration date of January 9, 2022; approximately $8.3 million in minimum annual purchase commitments; with a 60-day termination-for-convenience notice period);

(d) Any documents reflecting Cascade's knowledge, awareness, or investigation of Tridale's contractual obligations to Vantor or any other third party.

4. Orion Lifestyle Brands Corp. All documents and communications relating to the supplier relationship between Cascade and Orion Lifestyle Brands Corp. ("Orion"), a California corporation with its principal place of business at 1900 Avenue of the Stars, Suite 1050, Los Angeles, California 90067. This category includes, but is not limited to:

(a) The Cascade–Orion Master Supply Agreement executed on or about May 10, 2021 (four-year term, approximately $31.0 million in annual purchase commitments), together with all exhibits, schedules, side letters, amendments, and related documents;

(b) All pre-contractual negotiations, due diligence materials, term sheets, letters of intent, proposals, counterproposals, correspondence, and communications with Simone Alvarez (CEO of Orion) or any other Orion officer, director, employee, agent, or representative;

(c) Any documents relating to Orion's prior or existing relationship with Vantor, including any documents referring or relating to the Orion–Vantor exclusive supply agreement (four-year term, executed on or about July 1, 2018, with an expiration date of June 30, 2022; approximately $14.6 million in minimum annual purchase commitments; with a 120-day termination-for-convenience notice period);

(d) Any documents reflecting Cascade's knowledge, awareness, or investigation of Orion's contractual obligations to Vantor or any other third party.

5. Vantor Holdings Corp. All documents and communications referring or relating to Vantor Holdings Corp., including but not limited to: documents referencing Vantor's officers, directors, or employees (including, without limitation, Richard "Rick" Ellsworth, Patricia Sung, Thomas Brennecke, and Deborah Marcelino); documents relating to Vantor's operations, business model, supplier relationships, retail or wholesale distribution activities, or market position; and any competitive analysis, market intelligence, industry reports, trade publications, or strategic assessments concerning Vantor or its competitive relationship with Cascade.

6. Supplier Procurement and Sourcing (General). All documents and communications relating to Cascade's supplier procurement, sourcing, onboarding, and vendor management activities in the home goods, consumer electronics accessories, and personal care product categories, from January 1, 2020 to the present, to the extent such documents reference, discuss, or relate to any of the Three Suppliers (Hemsworth, Tridale, or Orion) or Vantor. This category encompasses sourcing strategy documents, RFP/RFQ materials, vendor evaluation criteria, scoring assessments, supply chain mapping analyses, and related procurement records.

7. Exclusivity Arrangements. All documents and communications reflecting, discussing, analyzing, or relating to Cascade's knowledge, awareness, or investigation of any exclusivity, non-compete, most-favored-nation, or similar restrictive provisions in supply agreements between the Three Suppliers and any third party, including Vantor. This category includes internal memoranda, legal analyses, emails, meeting notes, or any other communications in which the existence, scope, enforceability, or implications of such provisions were discussed, whether in the context of Project Atlas or otherwise.

8. Financial Records. All financial records, projections, analyses, reports, and related documents pertaining to the supplier relationships with Hemsworth, Tridale, and Orion, including but not limited to: purchase orders, invoices, payment records, revenue projections, cost-benefit analyses, transition cost allocations under Project Atlas, budgetary approvals, financial models, margin analyses, and any financial presentations or reports provided to the Board of Directors, Audit Committee, or executive leadership relating to these supplier relationships.

B. Types of Documents and ESI Covered

The litigation hold applies to all documents and ESI regardless of format, medium, or location. The following is a non-exhaustive list of the types of documents and ESI that must be preserved:

• Electronic communications: Emails (including all attachments), instant messages, text messages (SMS and Westmark Software), and other electronic communications, including communications transmitted or received through enterprise collaboration platforms such as Meridian Solutions, Northgate Data Systems, Calderon Software chat, or similar systems used by the Company;

• Written correspondence: Memoranda, letters, facsimiles, and other written correspondence, whether in paper or electronic form;

• Contracts and agreements: Contracts, agreements, term sheets, letters of intent, proposals, counterproposals, amendments, supplements, side letters, and related transactional documents;

• Meeting materials: Meeting agendas, minutes, notes, action items, and presentations (including Northgate Services Inc., Tidewater Data Systems, or similar slide decks);

• Board and committee materials: Board of directors materials, committee materials, resolutions, and minutes, to the extent relating to Project Atlas, the Three Suppliers, or the supplier relationships at issue in this litigation;

• Financial and accounting records: Spreadsheets, financial reports, budgets, forecasts, purchase orders, invoices, payment records, expense reports, and related financial documentation;

• Audio and video recordings: Voicemails, recordings of telephone calls, recordings of video conferences (Calderon Software, Northgate Data Systems, Granite Harbor Software, or similar), and any transcripts thereof;

• Calendars and scheduling records: Calendar entries, meeting invitations, scheduling correspondence, and related records;

• Handwritten materials: Handwritten notes, journals, diaries, annotations on printed documents, and whiteboard photographs;

• Hard-copy documents: Physical files, records, binders, folders, and any paper documents maintained in offices, filing cabinets, storage facilities, or elsewhere;

• Data on devices: Data stored on company-issued or personal laptops, desktop computers, mobile devices (smartphones), tablets, and portable storage media (including USB flash drives, external hard drives, SD cards, and CDs/DVDs);

• Network and cloud storage: Data stored on network shared drives, departmental drives, Aldermere Systems sites, cloud storage platforms (including Cobalt Ridge Systems, Hollowell Health IT, Larkspur Technologies, box, or similar services), and any Company-maintained file servers;

• Backup and archival systems: Data stored on backup tapes, archival systems, disaster-recovery systems, and decommissioned servers or systems, to the extent such systems contain data from identified custodians or relating to the subject matter categories described above;

• Metadata: All metadata associated with any of the foregoing documents and ESI, including file creation dates, modification dates, author information, file paths, and email header data.

IV. Identified Custodians

The following individuals have been identified as key custodians who are likely to possess or control documents and ESI relevant to this litigation. Each custodian named below must take immediate steps to preserve all materials responsive to the subject matter categories and document types described in Section III above.

1. Annika Bergström, VP Strategic Sourcing. Ms. Bergström led the Project Atlas initiative and served as the primary point of contact for Cascade's supplier negotiations with Hemsworth, Tridale, and Orion. She is expected to be a primary fact witness in this matter and is likely to possess a substantial volume of responsive documents and communications, including negotiation correspondence, strategy memoranda, supplier evaluation materials, and internal communications regarding the Three Suppliers and Vantor.

2. Lena Torvik, SVP Supply Chain & Procurement. Ms. Torvik provided executive oversight of Project Atlas and approved key supplier transition decisions. As the direct supervisor of Annika Bergström, Ms. Torvik is likely to have received regular reports, status updates, and escalation communications relating to the initiative and the supplier relationships at issue.

3. David Pruitt, General Counsel & Corporate Secretary. Mr. Pruitt provided legal oversight of the supplier agreements executed with the Three Suppliers, conducted or supervised internal legal analysis of potential contractual issues relating to exclusivity provisions, and has coordinated with outside counsel since the inception of this matter. Mr. Pruitt's files may contain privileged and work product materials in addition to non-privileged business records; C&H will work with Mr. Pruitt to ensure appropriate privilege designations are maintained during any collection and review process.

4. Margaret Prumvane, CEO & President. Ms. Prumvane provided executive approvals related to the strategic direction of Project Atlas and authorized major supplier commitments. Her files may include board presentations, executive briefings, and high-level strategic communications relating to the initiative.

5. Raj Subramanian, CFO. Mr. Subramanian provided financial oversight and approval of the Project Atlas budget (approximately $4.2 million) and reviewed the financial terms and commitments associated with the supplier agreements. His files are likely to contain financial analyses, budget approval documents, and related financial records.

6. Additional Custodians. As the case proceeds and discovery progresses, additional custodians may be identified through document review, witness interviews, or discovery responses from the opposing party. This memorandum will be supplemented accordingly, and any newly identified custodians will receive a copy of this memorandum along with specific preservation instructions. Individuals who believe they may possess responsive documents but are not named above should contact David Pruitt or Yuki Nakamura immediately.

V. Preservation Obligations

A. Immediate Actions Required

The following actions must be taken immediately upon receipt of this memorandum:

1. Cease routine deletions. Each custodian must immediately cease any routine or automatic deletion of documents and ESI within the scope described in Section III above. This includes refraining from deleting emails, text messages, instant messages, files, or any other documents that fall within the scope of this hold, whether manually or through automated processes.

2. Suspend auto-deletion policies. Cascade's Information Technology ("IT") department must immediately suspend any auto-deletion, data purging, data recycling, or data retention policies that would result in the destruction or alteration of documents and ESI applicable to the custodians and systems identified in this memorandum. This includes email archival and deletion policies, Meridian Solutions or Northgate Data Systems retention policies, and any other system-level settings that could result in the loss of responsive data.

3. Preserve backup systems. All backup tapes, archives, disaster-recovery systems, and any other backup media containing data from the identified custodians must be preserved and must not be overwritten, recycled, or destroyed. The IT department should maintain a current inventory of all backup media that may contain responsive data and should consult with C&H before making any changes to backup rotation schedules.

4. No destruction or alteration. No documents — whether paper or electronic — within the scope of this hold may be destroyed, deleted, altered, modified, overwritten, or discarded. This prohibition applies regardless of whether the document is maintained in the ordinary course of business or whether the document appears to be duplicative or redundant.

B. Affirmative Preservation Steps

In addition to the immediate actions described above, the following affirmative steps should be taken to ensure comprehensive preservation:

1. Segregate paper files. Each custodian should identify, segregate, and secure all paper files, documents, and records relating to the subject matter categories described in Section III.A. Such files should be placed in a secure location, clearly labeled as subject to the litigation hold, and should not be moved, reorganized, or discarded without prior approval from David Pruitt or C&H.

2. Identify devices. Each custodian should identify all electronic devices (including company-issued and, where applicable, personal laptops, desktop computers, mobile phones, tablets, and any portable storage media) on which responsive documents or ESI may reside. Custodians must ensure that these devices are not wiped, reformatted, upgraded, recycled, or decommissioned without prior coordination with Calderwood & Harkness and the Cascade IT department. If a device requires repair, replacement, or upgrading, all data on the device must be forensically imaged before any changes are made.

3. Coordinate with e-discovery vendor. The IT department should coordinate with Krane Investigations LLC (contact: Samuel Byrd, Project Manager, 333 South Hope Street, Suite 1600, Los Angeles, California 90071; telephone: (213) 555-7200), the e-discovery vendor retained by C&H to coordinate document collection, forensic imaging, data processing, and hosting for this litigation. Krane Investigations will work with the IT department to establish collection protocols and ensure that data is collected and preserved in a defensible manner consistent with applicable legal standards.

4. Maintain file integrity. Custodians should refrain from moving, reorganizing, renaming, or restructuring files or folders in a manner that could alter metadata, obscure the origin and context of documents, or otherwise compromise the integrity of potentially responsive ESI. Documents should remain in their current locations unless and until a formal collection is conducted by the IT department in coordination with Krane Investigations.

C. Personal Devices and Accounts

To the extent any custodian used personal email accounts (e.g., Northgate Software, Cascade Health IT, Ridgeline Technologies), personal mobile devices, or personal messaging applications (including text messaging, Westmark Software, Meridian Services Inc., Signal, Kestrel Data Systems, or any similar platform) to conduct business or communicate about matters relating to the subject matter categories described in Section III.A, those communications and documents are also subject to this litigation hold and must be preserved.

Custodians who have used personal devices or accounts for any business-related communications within the scope of this hold should immediately notify David Pruitt and Yuki Nakamura so that appropriate preservation measures can be implemented. C&H and Krane Investigations will work with each custodian to ensure that relevant data on personal devices and accounts is preserved in a manner that is minimally intrusive while meeting the Company's legal obligations.

Under no circumstances should any custodian delete, remove, or modify any business-related communications or documents stored on personal devices or in personal accounts that fall within the scope of this hold.

VI. Duration of the Hold

This litigation hold is effective immediately as of December 10, 2021 and will remain in place until Calderwood & Harkness issues a written release of the hold. No oral communication, informal email, or other informal statement should be construed as a release or modification of this hold. Only a formal written notice from Calderwood & Harkness, addressed to David Pruitt and distributed to all custodians, will constitute a valid release.

The hold applies retroactively to all responsive documents created, sent, received, or maintained at any time, including documents that predate the commencement of this litigation. Custodians should preserve documents from the earliest relevant date — July 1, 2018 (the date of the Orion–Vantor exclusive supply agreement, which is the earliest contractual date at issue in this litigation) — through the present, and on a continuing basis going forward for the duration of the hold.

It is anticipated that this litigation may continue for a significant period of time. Custodians must remain vigilant in their preservation efforts throughout the pendency of the Action, including by preserving new documents and ESI that are created or received after the date of this memorandum and that fall within the scope of the hold. C&H will issue periodic reminders and updates to ensure continued compliance.

VII. Consequences of Non-Compliance

The preservation of relevant evidence is not discretionary — it is a legal obligation arising from the filing and service of the Complaint in this Action, as well as from the common-law duty to preserve evidence when litigation is reasonably anticipated.

Failure to comply with the preservation obligations described in this memorandum may result in severe consequences, including but not limited to:

• Court-imposed sanctions, which may include monetary penalties assessed against the Company or individual custodians, preclusion of evidence or defenses, striking of pleadings, or entry of default judgment;

• Adverse inference instructions, which would permit the trier of fact (whether judge or jury) to presume that documents or ESI that were destroyed, lost, or otherwise not preserved were unfavorable to Cascade's position in this litigation;

• Monetary penalties, including the potential for shifting of the opposing party's costs and attorneys' fees incurred as a result of spoliation;

• Findings of contempt, which may carry additional sanctions or penalties; and

• Reputational harm to the Company, its officers, and its employees in the eyes of the Court and potential future adversaries.

The intentional or negligent destruction, deletion, or alteration of evidence — commonly referred to as "spoliation" — can fundamentally and irreparably damage Cascade's defense in this matter. Courts in California and throughout the country have demonstrated an increasing willingness to impose the most severe sanctions for spoliation, particularly where the party had actual notice of its preservation obligations. This memorandum constitutes such notice.

Every custodian and every individual who receives this memorandum bears a personal responsibility to ensure that the Company's preservation obligations are met. If any custodian becomes aware of any actual or potential loss or destruction of documents or ESI within the scope of this hold — whether accidental or intentional — the custodian must immediately notify David Pruitt and Yuki Nakamura so that remedial measures can be taken.

VIII. Point of Contact and Questions

All questions, concerns, or issues regarding this litigation hold — including questions about whether specific documents or categories of documents fall within the scope of the hold — should be directed to the following individuals:

David Pruitt General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 2200 Elliott Avenue West, Suite 1400 Seattle, Washington 98119 Telephone: (206) 555-3400

Email: dpruitt@cascaderetail.com

Role: Internal coordination; day-to-day liaison between Cascade personnel and outside counsel

Yuki Nakamura Senior Associate Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-4818

Email: ynakamura@calderwoodharkness.com

Role: Outside counsel coordination; oversight of preservation compliance and discovery

Carlos Espinoza Associate Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-4832

Email: cespinoza@calderwoodharkness.com

Role: Day-to-day discovery matters; coordination with e-discovery vendor

Custodians should not make independent judgments about whether specific documents or categories of documents fall within the scope of this hold. The scope of preservation is intentionally broad and is designed to ensure that Cascade meets its legal obligations. If there is any doubt whatsoever about whether a particular document, communication, file, or data source is subject to this hold, the custodian should preserve the document and contact the individuals listed above for guidance. It is always preferable to over-preserve than to risk the inadvertent destruction of relevant evidence.

IX. Acknowledgment and Certification

Each custodian identified in Section IV above is requested to sign and return the attached Custodian Acknowledgment and Certification Form (Attachment A) confirming the following:

1. Receipt and review of this Litigation Hold Memorandum in its entirety;

2. Understanding of the preservation obligations described herein, including the scope of documents and ESI subject to the hold, the types of materials covered, and the consequences of non-compliance;

3. A commitment to fully comply with all preservation requirements set forth in this memorandum, including the immediate cessation of routine deletions and the affirmative preservation steps described in Section V;

4. Identification of any additional sources of potentially responsive documents or ESI not already described in this memorandum, including personal devices, personal email accounts, cloud storage accounts, off-site storage facilities, or other locations where responsive materials may be found; and

5. Identification of any other individuals who may possess or control documents or ESI relevant to the subject matter of this litigation.

Signed acknowledgments should be returned to David Pruitt (dpruitt@cascaderetail.com) and Yuki Nakamura (ynakamura@calderwoodharkness.com) within five (5) business days of receipt of this memorandum — i.e., no later than December 17, 2021.

Failure to return a signed acknowledgment within the specified time period will be followed up on by David Pruitt and Calderwood & Harkness. The return of a signed acknowledgment is a critical component of the Company's ability to demonstrate compliance with its preservation obligations to the Court, if called upon to do so.

We appreciate your prompt attention to this matter and your commitment to ensuring the preservation of all relevant documents and ESI. The obligations described in this memorandum are essential to the defense of the Company in this litigation, and your cooperation is vital. Please do not hesitate to contact any of the individuals identified in Section VIII with questions or concerns.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Carmichael Partner

By: ________

Yuki Nakamura Senior Associate

Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-4800 Facsimile: (213) 555-4801

ATTACHMENT A

CUSTODIAN ACKNOWLEDGMENT AND CERTIFICATION FORM

Vantor Holdings Corp. v. Cascade Retail Holdings Inc. Case No. 21STCV-34872 Superior Court of the State of California, County of Los Angeles

C&H Matter No. 1038-00007

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

Custodian Name (Print): __________

Title: __________

Department: __________

Business Email: __________

Business Telephone: __________

Certification. I, the undersigned, hereby acknowledge and certify as follows:

1. I have received a copy of the Litigation Hold Memorandum dated December 10, 2021, issued by Calderwood & Harkness LLP in connection with Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872, Superior Court of the State of California, County of Los Angeles.

2. I have read and understand the Litigation Hold Memorandum in its entirety, including the scope of the litigation hold, the subject matter categories and types of documents and ESI covered, the preservation obligations, and the consequences of non-compliance.

3. I will comply with all preservation obligations set forth in the Litigation Hold Memorandum. Specifically, I will immediately cease any routine or automatic deletion of documents and ESI within the scope of the hold, and I will take all affirmative steps necessary to preserve responsive materials in my possession, custody, or control.

4. I have identified all locations — both physical and electronic — where responsive documents and ESI may be found, including but not limited to company-issued devices, personal devices, network drives, cloud storage platforms, email accounts, messaging applications, and physical filing locations. A description of such locations is provided below.

5. I will not destroy, delete, alter, modify, overwrite, or discard any documents or ESI within the scope of this hold.

6. I will promptly notify David Pruitt and Yuki Nakamura if I become aware of any actual or potential loss, destruction, or alteration of documents or ESI within the scope of this hold, or if I identify any additional sources of responsive materials.

Identification of Document and ESI Locations

Please list all locations (physical and electronic) where you maintain or store documents or ESI that may fall within the scope of the litigation hold. Include company-issued devices, personal devices (if used for business purposes), email accounts, cloud storage, physical file locations, and any other relevant repositories:

1. ________________

2. ________________

3. ________________

4. ________________

5. ________________

(Attach additional pages if necessary.)

Identification of Additional Custodians or Sources

Please identify any other individuals who, to your knowledge, may possess or control documents or ESI relevant to the subject matter of this litigation:

1. ________________

2. ________________

3. ________________

(Attach additional pages if necessary.)

________________________________________

Custodian Signature

________________________________________

Printed Name

________________________________________

Date

For questions regarding this form, please contact:

David Pruitt, General Counsel Cascade Retail Holdings Inc. Telephone: (206) 555-3400

Email: dpruitt@cascaderetail.com

Yuki Nakamura, Senior Associate Calderwood & Harkness LLP Telephone: (213) 555-4818

Email: ynakamura@calderwoodharkness.com

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This document and the Litigation Hold Memorandum to which it is attached are protected by the attorney-client privilege and the work product doctrine. This document is intended solely for the use of the individuals to whom it is addressed and should not be disclosed to, shared with, or discussed with any person not authorized to receive it. Unauthorized disclosure may result in a waiver of applicable privileges. If you have received this document in error, please contact Calderwood & Harkness LLP immediately at (213) 555-4800.

Supplier	Alleged Damages
Hemsworth Consumer Products LLC	$34.2 million
Tridale Manufacturing Inc.	$22.8 million
Orion Lifestyle Brands Corp.	$30.4 million
Total	$87.4 million

CALDERWOOD & HARKNESS LLP Attorneys at Law
600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-4800 Facsimile: (213) 555-4801 www.calderwoodharkness.com
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
December 10, 2021
TO:
David Pruitt, Esq. General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 2200 Elliott Avenue West, Suite 1400 Seattle, Washington 98119
CC:
Margaret Prumvane, CEO & President, Cascade Retail Holdings Inc. Raj Subramanian, CFO, Cascade Retail Holdings Inc. Lena Torvik, SVP Supply Chain & Procurement, Cascade Retail Holdings Inc. Annika Bergström, VP Strategic Sourcing, Cascade Retail Holdings Inc.
FROM:
Douglas Carmichael, Partner, Calderwood & Harkness LLP Yuki Nakamura, Senior Associate, Calderwood & Harkness LLP
RE:
Litigation Hold Notice — Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872, Superior Court of the State of California, County of Los Angeles
C&H Matter No.: 1038-00007
LITIGATION HOLD MEMORANDUM
I. Purpose of This Memorandum
Calderwood & Harkness LLP ("C&H" or "outside counsel") represents Cascade Retail Holdings Inc. ("Cascade," "CRH," or the "Company") in the defense of the above-referenced civil action filed by Vantor Holdings Corp. ("Vantor" or "Plaintiff") on September 7, 2021, in the Superior Court of the State of California, County of Los Angeles, bearing Case No. 21STCV-34872 (the "Action"). Cascade was served with the summons and complaint on September 28, 2021. Cascade, through C&H, filed its Answer and Affirmative Defenses on October 18, 2021. An Initial Case Management Conference was held before the Honorable Judge Patricia M. Nakashima on November 5, 2021, at which time the Court set a preliminary discovery schedule and a Case Management Order establishing key deadlines for the duration of the litigation.
This memorandum constitutes a formal litigation hold directive requiring the immediate preservation of all documents and electronically stored information ("ESI") that are potentially relevant to the claims, defenses, and subject matter of this litigation. The scope of materials subject to this hold is described in detail in Section III below.
The duty to preserve relevant evidence arises from the filing of the Complaint on September 7, 2021, and, in practical terms, from the moment that litigation became reasonably anticipated — which, for purposes of Cascade's preservation obligations, we have identified as no later than August 2021, when Vantor first communicated its grievances to Cascade through counsel. This duty continues until Calderwood & Harkness notifies Cascade in writing that the litigation hold has been lifted. No individual at Cascade is authorized to unilaterally modify, narrow, or terminate this hold.
The importance of this directive cannot be overstated. Failure to comply with the preservation obligations described in this memorandum may result in severe sanctions, including adverse inference instructions, monetary penalties, issue preclusion, or other penalties imposed by the Court. Each individual who receives this memorandum has a personal obligation to ensure full compliance with the terms set forth herein.
This memorandum is protected by the attorney-client privilege and the work product doctrine. It should not be shared with, disclosed to, or discussed with any person outside of the Company or outside counsel without the prior written approval of David Pruitt or Calderwood & Harkness.
II. Summary of the Litigation
The following is a summary of the key facts and claims at issue in the Action, provided for the purpose of informing custodians about the scope of potentially relevant documents and ESI that must be preserved. This summary is not exhaustive and is not intended to serve as a substitute for the pleadings, which should be reviewed in their entirety by each individual involved in the Company's defense.
Case Caption: Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872
Court: Superior Court of the State of California, County of Los Angeles
Plaintiff: Vantor Holdings Corp., a California corporation headquartered at 18500 Von Karman Avenue, Suite 600, Irvine, California 92612. Vantor is a mid-market distributor and wholesaler of consumer goods, including home goods, consumer electronics accessories, and personal care products.
Defendant: Cascade Retail Holdings Inc., a Delaware corporation whose shares are publicly traded on the Nasdaq Stock Market (ticker: CRHI), headquartered at 2200 Elliott Avenue West, Suite 1400, Seattle, Washington 98119. Cascade operates a national chain of retail stores and an e-commerce platform specializing in home goods, lifestyle products, and consumer electronics accessories.
Plaintiff's Counsel: Kessler, Brandt & Whitfield LLP, 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067. The principal attorneys representing Vantor are Martin Kessler (lead partner), Natalie Whitfield (partner), and Jason Okafor (senior associate).
Nature of Claims
Vantor's Complaint alleges three causes of action against Cascade:
Count I — Tortious Interference with Contractual Relations. Vantor alleges that Cascade knowingly and intentionally induced three of Vantor's key consumer-goods suppliers — Hemsworth Consumer Products LLC ("Hemsworth"), Tridale Manufacturing Inc. ("Tridale"), and Orion Lifestyle Brands Corp. ("Orion") (collectively, the "Three Suppliers") — to breach their respective exclusive supply agreements with Vantor. Specifically, Vantor contends that Cascade, through its strategic initiative known internally as "Project Atlas," targeted the Three Suppliers with above-market supply agreements and financial incentives for the purpose of diverting them away from Vantor and disrupting Vantor's supply chain. Vantor further alleges that Cascade had actual knowledge of the exclusivity provisions contained in the suppliers' agreements with Vantor and acted with the specific intent to cause breaches of those agreements.
Count II — Tortious Interference with Prospective Economic Advantage. Vantor alleges that, independent of and in addition to the existing contractual relationships, Cascade disrupted Vantor's reasonable expectation of renewed, extended, and expanded supply relationships with the Three Suppliers beyond the initial contract terms. Vantor claims that it had a long-standing course of dealing with each of the Three Suppliers that gave rise to a reasonable expectation of continued business, and that Cascade's conduct was independently wrongful in that it was designed to eliminate a competitor's access to critical supply relationships.
Count III — Unfair Business Practices (Cal. Bus. & Prof. Code § 17200). Vantor alleges that Cascade's supplier acquisition campaign, as executed through Project Atlas, constitutes an unfair, unlawful, or fraudulent business practice within the meaning of California Business and Professions Code Section 17200 et seq. Vantor seeks injunctive relief and restitution under this cause of action.
Damages Claimed. Vantor alleges total damages of approximately $87.4 million, broken down as follows:
Vantor's damages claim encompasses alleged lost profits, costs of securing replacement suppliers, reputational harm, and consequential damages resulting from supply chain disruption.
Cascade's Defenses (Summary)
Cascade's Answer and Affirmative Defenses, filed October 18, 2021, deny all material allegations and assert, among other defenses, the following:
• Cascade lacked knowledge of the specific exclusivity provisions contained in the supply agreements between the Three Suppliers and Vantor at the time Cascade entered into its own supply agreements with those entities;
• The Three Suppliers independently chose to enter into supply agreements with Cascade based on their own commercial interests, including superior pricing, volume commitments, and long-term growth opportunities;
• Each of the Three Suppliers exercised termination-for-convenience clauses contained in their respective supply agreements with Vantor prior to entering into agreements with Cascade, and such terminations were contractually permitted;
• Vantor failed to mitigate its damages by neglecting to timely identify and secure alternative supply relationships;
• Vantor's Section 17200 claim is duplicative of its tort claims and is preempted or otherwise barred as a matter of law.
The foregoing summary is intended solely to provide context for the preservation obligations set forth below. Discovery in this matter is expected to be extensive, and the parties have agreed to a phased discovery schedule that will commence with written discovery in January 2022, followed by document productions and depositions.
III. Scope of the Litigation Hold
A. Subject Matter Categories
All documents and ESI relating to any of the following subject matter categories must be preserved, regardless of the form in which they exist, the medium on which they are stored, or the location at which they are maintained. The descriptions below are intended to be illustrative and should be construed broadly. When in doubt as to whether a particular document or category of documents falls within the scope of this hold, custodians should err on the side of preservation and contact the individuals identified in Section VIII below for guidance.
1. Project Atlas. All documents and communications relating to Cascade's strategic supplier diversification initiative known internally as "Project Atlas," which was launched in or around February 2021. This category includes, but is not limited to: planning documents, strategic frameworks, budgets (including the approximately $4.2 million allocated budget for the initiative), strategy memoranda, meeting notes, presentations (including board-level and executive committee presentations), status updates, progress reports, workstream trackers, vendor scoring matrices, competitive analysis reports, and all internal and external communications generated by, in connection with, or relating to the Project Atlas initiative, from its inception through the present. This category also encompasses any predecessor or successor initiatives to Project Atlas, by whatever name, to the extent they relate to the supplier relationships at issue.
2. Hemsworth Consumer Products LLC. All documents and communications relating to the supplier relationship between Cascade and Hemsworth Consumer Products LLC ("Hemsworth"), an Oregon limited liability company with its principal place of business at 4720 NW Yeon Avenue, Portland, Oregon 97210. This category includes, but is not limited to:
(a) The Cascade–Hemsworth Master Supply Agreement executed on or about June 1, 2021 (five-year term, approximately $28.0 million in annual purchase commitments), together with all exhibits, schedules, side letters, amendments, and related documents;
(b) All pre-contractual negotiations, due diligence materials, term sheets, letters of intent, proposals, counterproposals, correspondence, and communications with Janet Kohler (CEO of Hemsworth) or any other Hemsworth officer, director, employee, agent, or representative;
(c) Any documents relating to Hemsworth's prior or existing relationship with Vantor, including any documents referring or relating to the Hemsworth–Vantor exclusive supply agreement (three-year term, executed on or about March 15, 2019, with an expiration date of March 14, 2022; approximately $12.5 million in minimum annual purchase commitments; with a 90-day termination-for-convenience notice period);
(d) Any documents reflecting Cascade's knowledge, awareness, or investigation of Hemsworth's contractual obligations to Vantor or any other third party.
3. Tridale Manufacturing Inc. All documents and communications relating to the supplier relationship between Cascade and Tridale Manufacturing Inc. ("Tridale"), a Nevada corporation with its principal place of business at 6300 South Pecos Road, Suite 210, Las Vegas, Nevada 89120. This category includes, but is not limited to:
(a) The Cascade–Tridale Master Supply Agreement executed on or about August 15, 2021 (three-year term, approximately $19.5 million in annual purchase commitments), together with all exhibits, schedules, side letters, amendments, and related documents;
(b) All pre-contractual negotiations, due diligence materials, term sheets, letters of intent, proposals, counterproposals, correspondence, and communications with Gregory Fontaine (President of Tridale) or any other Tridale officer, director, employee, agent, or representative;
(c) Any documents relating to Tridale's prior or existing relationship with Vantor, including any documents referring or relating to the Tridale–Vantor exclusive supply agreement (two-year term, executed on or about January 10, 2020, with an expiration date of January 9, 2022; approximately $8.3 million in minimum annual purchase commitments; with a 60-day termination-for-convenience notice period);
(d) Any documents reflecting Cascade's knowledge, awareness, or investigation of Tridale's contractual obligations to Vantor or any other third party.
4. Orion Lifestyle Brands Corp. All documents and communications relating to the supplier relationship between Cascade and Orion Lifestyle Brands Corp. ("Orion"), a California corporation with its principal place of business at 1900 Avenue of the Stars, Suite 1050, Los Angeles, California 90067. This category includes, but is not limited to:
(a) The Cascade–Orion Master Supply Agreement executed on or about May 10, 2021 (four-year term, approximately $31.0 million in annual purchase commitments), together with all exhibits, schedules, side letters, amendments, and related documents;
(b) All pre-contractual negotiations, due diligence materials, term sheets, letters of intent, proposals, counterproposals, correspondence, and communications with Simone Alvarez (CEO of Orion) or any other Orion officer, director, employee, agent, or representative;
(c) Any documents relating to Orion's prior or existing relationship with Vantor, including any documents referring or relating to the Orion–Vantor exclusive supply agreement (four-year term, executed on or about July 1, 2018, with an expiration date of June 30, 2022; approximately $14.6 million in minimum annual purchase commitments; with a 120-day termination-for-convenience notice period);
(d) Any documents reflecting Cascade's knowledge, awareness, or investigation of Orion's contractual obligations to Vantor or any other third party.
5. Vantor Holdings Corp. All documents and communications referring or relating to Vantor Holdings Corp., including but not limited to: documents referencing Vantor's officers, directors, or employees (including, without limitation, Richard "Rick" Ellsworth, Patricia Sung, Thomas Brennecke, and Deborah Marcelino); documents relating to Vantor's operations, business model, supplier relationships, retail or wholesale distribution activities, or market position; and any competitive analysis, market intelligence, industry reports, trade publications, or strategic assessments concerning Vantor or its competitive relationship with Cascade.
6. Supplier Procurement and Sourcing (General). All documents and communications relating to Cascade's supplier procurement, sourcing, onboarding, and vendor management activities in the home goods, consumer electronics accessories, and personal care product categories, from January 1, 2020 to the present, to the extent such documents reference, discuss, or relate to any of the Three Suppliers (Hemsworth, Tridale, or Orion) or Vantor. This category encompasses sourcing strategy documents, RFP/RFQ materials, vendor evaluation criteria, scoring assessments, supply chain mapping analyses, and related procurement records.
7. Exclusivity Arrangements. All documents and communications reflecting, discussing, analyzing, or relating to Cascade's knowledge, awareness, or investigation of any exclusivity, non-compete, most-favored-nation, or similar restrictive provisions in supply agreements between the Three Suppliers and any third party, including Vantor. This category includes internal memoranda, legal analyses, emails, meeting notes, or any other communications in which the existence, scope, enforceability, or implications of such provisions were discussed, whether in the context of Project Atlas or otherwise.
8. Financial Records. All financial records, projections, analyses, reports, and related documents pertaining to the supplier relationships with Hemsworth, Tridale, and Orion, including but not limited to: purchase orders, invoices, payment records, revenue projections, cost-benefit analyses, transition cost allocations under Project Atlas, budgetary approvals, financial models, margin analyses, and any financial presentations or reports provided to the Board of Directors, Audit Committee, or executive leadership relating to these supplier relationships.
B. Types of Documents and ESI Covered
The litigation hold applies to all documents and ESI regardless of format, medium, or location. The following is a non-exhaustive list of the types of documents and ESI that must be preserved:
• Electronic communications: Emails (including all attachments), instant messages, text messages (SMS and Westmark Software), and other electronic communications, including communications transmitted or received through enterprise collaboration platforms such as Meridian Solutions, Northgate Data Systems, Calderon Software chat, or similar systems used by the Company;
• Written correspondence: Memoranda, letters, facsimiles, and other written correspondence, whether in paper or electronic form;
• Contracts and agreements: Contracts, agreements, term sheets, letters of intent, proposals, counterproposals, amendments, supplements, side letters, and related transactional documents;
• Meeting materials: Meeting agendas, minutes, notes, action items, and presentations (including Northgate Services Inc., Tidewater Data Systems, or similar slide decks);
• Board and committee materials: Board of directors materials, committee materials, resolutions, and minutes, to the extent relating to Project Atlas, the Three Suppliers, or the supplier relationships at issue in this litigation;
• Financial and accounting records: Spreadsheets, financial reports, budgets, forecasts, purchase orders, invoices, payment records, expense reports, and related financial documentation;
• Audio and video recordings: Voicemails, recordings of telephone calls, recordings of video conferences (Calderon Software, Northgate Data Systems, Granite Harbor Software, or similar), and any transcripts thereof;
• Calendars and scheduling records: Calendar entries, meeting invitations, scheduling correspondence, and related records;
• Handwritten materials: Handwritten notes, journals, diaries, annotations on printed documents, and whiteboard photographs;
• Hard-copy documents: Physical files, records, binders, folders, and any paper documents maintained in offices, filing cabinets, storage facilities, or elsewhere;
• Data on devices: Data stored on company-issued or personal laptops, desktop computers, mobile devices (smartphones), tablets, and portable storage media (including USB flash drives, external hard drives, SD cards, and CDs/DVDs);
• Network and cloud storage: Data stored on network shared drives, departmental drives, Aldermere Systems sites, cloud storage platforms (including Cobalt Ridge Systems, Hollowell Health IT, Larkspur Technologies, box, or similar services), and any Company-maintained file servers;
• Backup and archival systems: Data stored on backup tapes, archival systems, disaster-recovery systems, and decommissioned servers or systems, to the extent such systems contain data from identified custodians or relating to the subject matter categories described above;
• Metadata: All metadata associated with any of the foregoing documents and ESI, including file creation dates, modification dates, author information, file paths, and email header data.
IV. Identified Custodians
The following individuals have been identified as key custodians who are likely to possess or control documents and ESI relevant to this litigation. Each custodian named below must take immediate steps to preserve all materials responsive to the subject matter categories and document types described in Section III above.
1. Annika Bergström, VP Strategic Sourcing. Ms. Bergström led the Project Atlas initiative and served as the primary point of contact for Cascade's supplier negotiations with Hemsworth, Tridale, and Orion. She is expected to be a primary fact witness in this matter and is likely to possess a substantial volume of responsive documents and communications, including negotiation correspondence, strategy memoranda, supplier evaluation materials, and internal communications regarding the Three Suppliers and Vantor.
2. Lena Torvik, SVP Supply Chain & Procurement. Ms. Torvik provided executive oversight of Project Atlas and approved key supplier transition decisions. As the direct supervisor of Annika Bergström, Ms. Torvik is likely to have received regular reports, status updates, and escalation communications relating to the initiative and the supplier relationships at issue.
3. David Pruitt, General Counsel & Corporate Secretary. Mr. Pruitt provided legal oversight of the supplier agreements executed with the Three Suppliers, conducted or supervised internal legal analysis of potential contractual issues relating to exclusivity provisions, and has coordinated with outside counsel since the inception of this matter. Mr. Pruitt's files may contain privileged and work product materials in addition to non-privileged business records; C&H will work with Mr. Pruitt to ensure appropriate privilege designations are maintained during any collection and review process.
4. Margaret Prumvane, CEO & President. Ms. Prumvane provided executive approvals related to the strategic direction of Project Atlas and authorized major supplier commitments. Her files may include board presentations, executive briefings, and high-level strategic communications relating to the initiative.
5. Raj Subramanian, CFO. Mr. Subramanian provided financial oversight and approval of the Project Atlas budget (approximately $4.2 million) and reviewed the financial terms and commitments associated with the supplier agreements. His files are likely to contain financial analyses, budget approval documents, and related financial records.
6. Additional Custodians. As the case proceeds and discovery progresses, additional custodians may be identified through document review, witness interviews, or discovery responses from the opposing party. This memorandum will be supplemented accordingly, and any newly identified custodians will receive a copy of this memorandum along with specific preservation instructions. Individuals who believe they may possess responsive documents but are not named above should contact David Pruitt or Yuki Nakamura immediately.
V. Preservation Obligations
A. Immediate Actions Required
The following actions must be taken immediately upon receipt of this memorandum:
1. Cease routine deletions. Each custodian must immediately cease any routine or automatic deletion of documents and ESI within the scope described in Section III above. This includes refraining from deleting emails, text messages, instant messages, files, or any other documents that fall within the scope of this hold, whether manually or through automated processes.
2. Suspend auto-deletion policies. Cascade's Information Technology ("IT") department must immediately suspend any auto-deletion, data purging, data recycling, or data retention policies that would result in the destruction or alteration of documents and ESI applicable to the custodians and systems identified in this memorandum. This includes email archival and deletion policies, Meridian Solutions or Northgate Data Systems retention policies, and any other system-level settings that could result in the loss of responsive data.
3. Preserve backup systems. All backup tapes, archives, disaster-recovery systems, and any other backup media containing data from the identified custodians must be preserved and must not be overwritten, recycled, or destroyed. The IT department should maintain a current inventory of all backup media that may contain responsive data and should consult with C&H before making any changes to backup rotation schedules.
4. No destruction or alteration. No documents — whether paper or electronic — within the scope of this hold may be destroyed, deleted, altered, modified, overwritten, or discarded. This prohibition applies regardless of whether the document is maintained in the ordinary course of business or whether the document appears to be duplicative or redundant.
B. Affirmative Preservation Steps
In addition to the immediate actions described above, the following affirmative steps should be taken to ensure comprehensive preservation:
1. Segregate paper files. Each custodian should identify, segregate, and secure all paper files, documents, and records relating to the subject matter categories described in Section III.A. Such files should be placed in a secure location, clearly labeled as subject to the litigation hold, and should not be moved, reorganized, or discarded without prior approval from David Pruitt or C&H.
2. Identify devices. Each custodian should identify all electronic devices (including company-issued and, where applicable, personal laptops, desktop computers, mobile phones, tablets, and any portable storage media) on which responsive documents or ESI may reside. Custodians must ensure that these devices are not wiped, reformatted, upgraded, recycled, or decommissioned without prior coordination with Calderwood & Harkness and the Cascade IT department. If a device requires repair, replacement, or upgrading, all data on the device must be forensically imaged before any changes are made.
3. Coordinate with e-discovery vendor. The IT department should coordinate with Krane Investigations LLC (contact: Samuel Byrd, Project Manager, 333 South Hope Street, Suite 1600, Los Angeles, California 90071; telephone: (213) 555-7200), the e-discovery vendor retained by C&H to coordinate document collection, forensic imaging, data processing, and hosting for this litigation. Krane Investigations will work with the IT department to establish collection protocols and ensure that data is collected and preserved in a defensible manner consistent with applicable legal standards.
4. Maintain file integrity. Custodians should refrain from moving, reorganizing, renaming, or restructuring files or folders in a manner that could alter metadata, obscure the origin and context of documents, or otherwise compromise the integrity of potentially responsive ESI. Documents should remain in their current locations unless and until a formal collection is conducted by the IT department in coordination with Krane Investigations.
C. Personal Devices and Accounts
To the extent any custodian used personal email accounts (e.g., Northgate Software, Cascade Health IT, Ridgeline Technologies), personal mobile devices, or personal messaging applications (including text messaging, Westmark Software, Meridian Services Inc., Signal, Kestrel Data Systems, or any similar platform) to conduct business or communicate about matters relating to the subject matter categories described in Section III.A, those communications and documents are also subject to this litigation hold and must be preserved.
Custodians who have used personal devices or accounts for any business-related communications within the scope of this hold should immediately notify David Pruitt and Yuki Nakamura so that appropriate preservation measures can be implemented. C&H and Krane Investigations will work with each custodian to ensure that relevant data on personal devices and accounts is preserved in a manner that is minimally intrusive while meeting the Company's legal obligations.
Under no circumstances should any custodian delete, remove, or modify any business-related communications or documents stored on personal devices or in personal accounts that fall within the scope of this hold.
VI. Duration of the Hold
This litigation hold is effective immediately as of December 10, 2021 and will remain in place until Calderwood & Harkness issues a written release of the hold. No oral communication, informal email, or other informal statement should be construed as a release or modification of this hold. Only a formal written notice from Calderwood & Harkness, addressed to David Pruitt and distributed to all custodians, will constitute a valid release.
The hold applies retroactively to all responsive documents created, sent, received, or maintained at any time, including documents that predate the commencement of this litigation. Custodians should preserve documents from the earliest relevant date — July 1, 2018 (the date of the Orion–Vantor exclusive supply agreement, which is the earliest contractual date at issue in this litigation) — through the present, and on a continuing basis going forward for the duration of the hold.
It is anticipated that this litigation may continue for a significant period of time. Custodians must remain vigilant in their preservation efforts throughout the pendency of the Action, including by preserving new documents and ESI that are created or received after the date of this memorandum and that fall within the scope of the hold. C&H will issue periodic reminders and updates to ensure continued compliance.
VII. Consequences of Non-Compliance
The preservation of relevant evidence is not discretionary — it is a legal obligation arising from the filing and service of the Complaint in this Action, as well as from the common-law duty to preserve evidence when litigation is reasonably anticipated.
Failure to comply with the preservation obligations described in this memorandum may result in severe consequences, including but not limited to:
• Court-imposed sanctions, which may include monetary penalties assessed against the Company or individual custodians, preclusion of evidence or defenses, striking of pleadings, or entry of default judgment;
• Adverse inference instructions, which would permit the trier of fact (whether judge or jury) to presume that documents or ESI that were destroyed, lost, or otherwise not preserved were unfavorable to Cascade's position in this litigation;
• Monetary penalties, including the potential for shifting of the opposing party's costs and attorneys' fees incurred as a result of spoliation;
• Findings of contempt, which may carry additional sanctions or penalties; and
• Reputational harm to the Company, its officers, and its employees in the eyes of the Court and potential future adversaries.
The intentional or negligent destruction, deletion, or alteration of evidence — commonly referred to as "spoliation" — can fundamentally and irreparably damage Cascade's defense in this matter. Courts in California and throughout the country have demonstrated an increasing willingness to impose the most severe sanctions for spoliation, particularly where the party had actual notice of its preservation obligations. This memorandum constitutes such notice.
Every custodian and every individual who receives this memorandum bears a personal responsibility to ensure that the Company's preservation obligations are met. If any custodian becomes aware of any actual or potential loss or destruction of documents or ESI within the scope of this hold — whether accidental or intentional — the custodian must immediately notify David Pruitt and Yuki Nakamura so that remedial measures can be taken.
VIII. Point of Contact and Questions
All questions, concerns, or issues regarding this litigation hold — including questions about whether specific documents or categories of documents fall within the scope of the hold — should be directed to the following individuals:
David Pruitt General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 2200 Elliott Avenue West, Suite 1400 Seattle, Washington 98119 Telephone: (206) 555-3400
Email: dpruitt@cascaderetail.com
Role: Internal coordination; day-to-day liaison between Cascade personnel and outside counsel
Yuki Nakamura Senior Associate Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-4818
Email: ynakamura@calderwoodharkness.com
Role: Outside counsel coordination; oversight of preservation compliance and discovery
Carlos Espinoza Associate Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-4832
Email: cespinoza@calderwoodharkness.com
Role: Day-to-day discovery matters; coordination with e-discovery vendor
Custodians should not make independent judgments about whether specific documents or categories of documents fall within the scope of this hold. The scope of preservation is intentionally broad and is designed to ensure that Cascade meets its legal obligations. If there is any doubt whatsoever about whether a particular document, communication, file, or data source is subject to this hold, the custodian should preserve the document and contact the individuals listed above for guidance. It is always preferable to over-preserve than to risk the inadvertent destruction of relevant evidence.
IX. Acknowledgment and Certification
Each custodian identified in Section IV above is requested to sign and return the attached Custodian Acknowledgment and Certification Form (Attachment A) confirming the following:
1. Receipt and review of this Litigation Hold Memorandum in its entirety;
2. Understanding of the preservation obligations described herein, including the scope of documents and ESI subject to the hold, the types of materials covered, and the consequences of non-compliance;
3. A commitment to fully comply with all preservation requirements set forth in this memorandum, including the immediate cessation of routine deletions and the affirmative preservation steps described in Section V;
4. Identification of any additional sources of potentially responsive documents or ESI not already described in this memorandum, including personal devices, personal email accounts, cloud storage accounts, off-site storage facilities, or other locations where responsive materials may be found; and
5. Identification of any other individuals who may possess or control documents or ESI relevant to the subject matter of this litigation.
Signed acknowledgments should be returned to David Pruitt (dpruitt@cascaderetail.com) and Yuki Nakamura (ynakamura@calderwoodharkness.com) within five (5) business days of receipt of this memorandum — i.e., no later than December 17, 2021.
Failure to return a signed acknowledgment within the specified time period will be followed up on by David Pruitt and Calderwood & Harkness. The return of a signed acknowledgment is a critical component of the Company's ability to demonstrate compliance with its preservation obligations to the Court, if called upon to do so.
We appreciate your prompt attention to this matter and your commitment to ensuring the preservation of all relevant documents and ESI. The obligations described in this memorandum are essential to the defense of the Company in this litigation, and your cooperation is vital. Please do not hesitate to contact any of the individuals identified in Section VIII with questions or concerns.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Carmichael Partner
By: ________
Yuki Nakamura Senior Associate
Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-4800 Facsimile: (213) 555-4801
ATTACHMENT A
CUSTODIAN ACKNOWLEDGMENT AND CERTIFICATION FORM
Vantor Holdings Corp. v. Cascade Retail Holdings Inc. Case No. 21STCV-34872 Superior Court of the State of California, County of Los Angeles
C&H Matter No. 1038-00007
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
Custodian Name (Print): __________
Title: __________
Department: __________
Business Email: __________
Business Telephone: __________
Certification. I, the undersigned, hereby acknowledge and certify as follows:
1. I have received a copy of the Litigation Hold Memorandum dated December 10, 2021, issued by Calderwood & Harkness LLP in connection with Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872, Superior Court of the State of California, County of Los Angeles.
2. I have read and understand the Litigation Hold Memorandum in its entirety, including the scope of the litigation hold, the subject matter categories and types of documents and ESI covered, the preservation obligations, and the consequences of non-compliance.
3. I will comply with all preservation obligations set forth in the Litigation Hold Memorandum. Specifically, I will immediately cease any routine or automatic deletion of documents and ESI within the scope of the hold, and I will take all affirmative steps necessary to preserve responsive materials in my possession, custody, or control.
4. I have identified all locations — both physical and electronic — where responsive documents and ESI may be found, including but not limited to company-issued devices, personal devices, network drives, cloud storage platforms, email accounts, messaging applications, and physical filing locations. A description of such locations is provided below.
5. I will not destroy, delete, alter, modify, overwrite, or discard any documents or ESI within the scope of this hold.
6. I will promptly notify David Pruitt and Yuki Nakamura if I become aware of any actual or potential loss, destruction, or alteration of documents or ESI within the scope of this hold, or if I identify any additional sources of responsive materials.
Identification of Document and ESI Locations
Please list all locations (physical and electronic) where you maintain or store documents or ESI that may fall within the scope of the litigation hold. Include company-issued devices, personal devices (if used for business purposes), email accounts, cloud storage, physical file locations, and any other relevant repositories:
1. ________________
2. ________________
3. ________________
4. ________________
5. ________________
(Attach additional pages if necessary.)
Identification of Additional Custodians or Sources
Please identify any other individuals who, to your knowledge, may possess or control documents or ESI relevant to the subject matter of this litigation:
1. ________________
2. ________________
3. ________________
(Attach additional pages if necessary.)
________________________________________
Custodian Signature
________________________________________
Printed Name
________________________________________
Date
For questions regarding this form, please contact:
David Pruitt, General Counsel Cascade Retail Holdings Inc. Telephone: (206) 555-3400
Email: dpruitt@cascaderetail.com
Yuki Nakamura, Senior Associate Calderwood & Harkness LLP Telephone: (213) 555-4818
Email: ynakamura@calderwoodharkness.com
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This document and the Litigation Hold Memorandum to which it is attached are protected by the attorney-client privilege and the work product doctrine. This document is intended solely for the use of the individuals to whom it is addressed and should not be disclosed to, shared with, or discussed with any person not authorized to receive it. Unauthorized disclosure may result in a waiver of applicable privileges. If you have received this document in error, please contact Calderwood & Harkness LLP immediately at (213) 555-4800.
Supplier | Alleged Damages
Hemsworth Consumer Products LLC | $34.2 million
Tridale Manufacturing Inc. | $22.8 million
Orion Lifestyle Brands Corp. | $30.4 million
Total | $87.4 million

CALDERWOOD & HARKNESS LLP Attorneys at Law

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

LITIGATION HOLD MEMORANDUM

CALDERWOOD & HARKNESS LLP

ATTACHMENT A

CUSTODIAN ACKNOWLEDGMENT AND CERTIFICATION FORM

Record

Parties

Dates

Amounts