1038-00009 · Client 1038 · Pre-Signing

engagement-letter-cascade-retail.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

599 Lexington Avenue, 38th Floor New York, NY 10022

Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com

January 20, 2025

Via Email and U.S. Mail

Elena Vasquez-Bright, Esq. General Counsel Cascade Retail Holdings Inc. 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119

Dear Ms. Vasquez-Bright:

We are grateful for the confidence that Cascade Retail Holdings Inc. ("Cascade" or "CRH") has placed in Calderwood & Harkness LLP ("the Firm," "we," "us," or "C&H") by selecting the Firm to serve as its outside legal counsel in the matter described below. The purpose of this letter is to confirm the terms and conditions of the Firm's engagement in connection with the proposed acquisition by Cascade of NovaMart Global Inc. ("NovaMart"), a privately held corporation organized under the laws of the State of Delaware and headquartered at 1100 Congress Avenue, Suite 800, Austin, TX 78701. When countersigned by an authorized representative of Cascade and returned to the Firm, this letter will constitute the binding agreement between Cascade and the Firm regarding the scope, terms, and conditions of this engagement (this "Engagement Letter"). We ask that you review the following terms carefully and contact us with any questions before countersigning.

1. Scope of Engagement

1.1 Description of the Matter

The Firm is being engaged to represent Cascade Retail Holdings Inc. in connection with the proposed acquisition of one hundred percent (100%) of the outstanding capital stock of NovaMart Global Inc. (the "Transaction"). Based on preliminary discussions between the parties, the Transaction is expected to be structured as a stock purchase governed by the General Corporation Law of the State of Delaware, with an anticipated aggregate purchase price of approximately One Billion Two Hundred Million Dollars ($1,200,000,000), subject to final negotiation and adjustment mechanisms to be set forth in the definitive purchase agreement.

NovaMart is an online marketplace platform and ecommerce technology company that operates a proprietary technology stack facilitating third-party seller transactions, fulfillment logistics, and consumer-facing digital storefronts. NovaMart's stockholders include, among others, institutional private equity and venture capital investors, the company's founders, and members of NovaMart's current management team. The Transaction will involve the purchase of all issued and outstanding shares of NovaMart capital stock from such stockholders.

1.2 Specific Services

In furtherance of the engagement described in Section 1.1, the Firm will provide the following legal services to Cascade:

(a) Transaction Documentation. Negotiation, drafting, and review of the definitive Stock Purchase Agreement (the "SPA") and all ancillary transaction documents, including but not limited to disclosure schedules, an escrow agreement, a stockholder representative agreement, letters of transmittal, joinder agreements, a working capital methodology agreement, and a paying agent agreement. The Firm will also prepare and negotiate any amendments, supplements, side letters, or other modifications to the foregoing documents as may be required during the course of the Transaction.

(b) Legal Due Diligence. Conducting and coordinating comprehensive legal due diligence on NovaMart across all relevant workstreams, including without limitation: corporate organization, capitalization, and governance; material commercial contracts and customer/supplier agreements; intellectual property (patents, trademarks, copyrights, trade secrets, and licenses); real property (owned and leased); employment and employee benefits matters (including ERISA compliance, executive compensation arrangements, change of control agreements, and labor relations); litigation, regulatory proceedings, and government investigations; environmental compliance and liabilities; federal, state, and local tax matters; insurance coverage; and data privacy and cybersecurity compliance (including compliance with applicable federal and state privacy laws, the California Consumer Privacy Act, the European General Data Protection Regulation to the extent applicable, and industry-specific requirements). The Firm will prepare comprehensive due diligence reports summarizing material findings and risk areas for Cascade's review.

(c) Deal Structure Advisory. Advising on the optimal deal structure for the Transaction, including analysis of the relative advantages and disadvantages of structuring the acquisition as a stock purchase, an asset purchase, or a statutory merger (whether forward, reverse, or reverse triangular), taking into account tax efficiency, third-party consent requirements, successor liability considerations, and other relevant factors, and recommending the structure that best serves Cascade's strategic and economic objectives.

(d) Antitrust and HSR Act Compliance. Advising on and coordinating the filing of premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Antitrust Division of the United States Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC"), including the preparation of HSR Notification and Report Forms for both Cascade and NovaMart (to the extent required), analysis of applicable filing thresholds and filing fee calculations, and response to any Second Request or other supplemental information requests issued by the reviewing agency. The Firm will further advise on antitrust and competition law matters relevant to the Transaction, including relevant product and geographic market definition analysis, competitive effects assessment, and advocacy with the DOJ Antitrust Division or FTC staff as appropriate.

(e) Tax Structuring. Advising on tax structuring considerations for the Transaction, including analysis of the availability and advisability of elections under Section 338(g) and Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, state and local tax implications of the Transaction (including nexus, apportionment, and transfer tax considerations), compliance with the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), and the negotiation of tax indemnification provisions, tax-related representations and warranties, and pre-closing tax covenants in the definitive purchase agreement.

(f) Acquisition Financing. Reviewing and advising on all acquisition financing documents related to the Transaction, including the commitment letter, the definitive credit agreement, any guarantee and collateral agreement, intercreditor arrangements, and any amendments to Cascade's existing credit facilities required in connection with or as a condition to the Transaction. The Firm will coordinate with Cascade's financing sources and their counsel to ensure consistency between the SPA and the financing documentation.

(g) Representations and Warranties Insurance. Advising on the placement of representations and warranties insurance ("RWI") for the Transaction, including coordination with Cascade's selected insurance broker, review and negotiation of the RWI policy terms and conditions, and alignment of the RWI policy with the representations, warranties, and indemnification framework set forth in the SPA.

(h) Post-Closing Employment Arrangements. Reviewing and advising on post-closing employment and retention arrangements for key NovaMart personnel, including offer letters, retention bonus agreements, equity incentive arrangements, non-competition and non-solicitation covenants, and any other employment-related agreements required in connection with the Transaction.

(i) Third-Party Consents. Identifying and coordinating the procurement of third-party consents, approvals, and waivers required under NovaMart's material contracts, licenses, permits, and other agreements that contain change of control, anti-assignment, or similar provisions that may be triggered by the consummation of the Transaction.

(j) Corporate Authorizations. Preparing all necessary corporate authorizations for the Transaction, including board of directors resolutions for Cascade authorizing the execution and delivery of the definitive purchase agreement and the consummation of the Transaction, and stockholder consent solicitation materials for the holders of NovaMart capital stock, to the extent required under Delaware law and NovaMart's governing documents.

(k) Closing Deliverables. Preparing all closing deliverables required under the definitive purchase agreement, including officer's certificates, secretary's certificates, requests for good standing certificates from applicable jurisdictions, FIRPTA certificates and related IRS notifications, stock powers, assignments of intellectual property, funds flow memoranda, closing checklists, and any other documents or instruments required to consummate the Transaction.

(l) Interim Compliance and Conditions Monitoring. Monitoring compliance with interim operating covenants during the pre-closing period (including those restricting NovaMart's operations between signing and closing) and tracking the satisfaction or waiver of all conditions precedent to closing as set forth in the definitive purchase agreement.

(m) Other Related Services. Providing such other legal services as may be reasonably requested by Cascade in connection with the foregoing Transaction, including attendance at in-person and virtual meetings, preparation of memoranda and presentations for Cascade's board of directors and senior management, and coordination with Cascade's other professional advisors.

1.3 Limitations on Scope

The engagement described in this Engagement Letter is limited to the specific Transaction described in Section 1.1 above and does not extend to any other corporate, securities, regulatory, litigation, or other legal matters of Cascade or any of its affiliates unless separately agreed upon in a written amendment to this Engagement Letter or in a separate engagement letter.

The Firm is not engaged to provide, and will not be providing, accounting services, tax return preparation services, investment banking or financial advisory services, valuation services, or business consulting services in connection with the Transaction. We understand that Cascade has separately engaged Hargrove Mead & Co. as its financial advisor and Whitmore & Paige LLP as its accounting and tax advisor for the Transaction. The Firm will coordinate with Hargrove Mead & Co., Whitmore & Paige LLP, and Cascade's other professional advisors as reasonably necessary to facilitate the efficient execution of the Transaction, but the Firm assumes no responsibility for the services or advice provided by such other advisors.

In addition, while the Firm will provide advice on antitrust matters as described in Section 1.2(d) above, Cascade may elect to retain separate specialized outside antitrust counsel for purposes of responding to a Second Request or conducting advocacy before the DOJ or FTC. In such event, the Firm will coordinate with such outside antitrust counsel as needed, and the scope of the Firm's antitrust-related services will be adjusted accordingly.

2. Staffing

2.1 Responsible Partner

Harrison Wexford, Partner in the Firm's Mergers & Acquisitions practice group, will serve as the Responsible Partner for this engagement. In that capacity, Mr. Wexford will have overall responsibility for the quality, direction, and strategic oversight of the Firm's legal services rendered in connection with the Transaction. Mr. Wexford will serve as the primary relationship contact for Cascade's General Counsel, corporate development team, and board of directors, and will participate directly in all material negotiation sessions and strategic decision points throughout the Transaction.

2.2 Billing Partner

Beatrice Holloway, Partner in the Firm's Mergers & Acquisitions practice group, will serve as the Billing Partner for this engagement. Ms. Holloway will be responsible for reviewing and approving all invoices before they are issued to Cascade, ensuring that the invoices accurately reflect the services rendered and expenses incurred, and addressing any billing inquiries or concerns raised by Cascade in a timely manner. Ms. Holloway will also work closely with Mr. Wexford and the broader engagement team to manage the overall budget for the engagement.

2.3 Lead Associate

Derek Okonkwo, Associate in the Firm's Mergers & Acquisitions practice group, will serve as the Lead Associate for this engagement. Mr. Okonkwo will be responsible for the day-to-day management of the Transaction, including coordination of all due diligence workstreams, initial and iterative drafting of the SPA and ancillary transaction documents, organization and maintenance of the virtual data room, preparation of issues lists and status memoranda, and serving as the primary point of contact for opposing counsel (NovaMart's legal advisors) on routine transaction matters and document exchange.

2.4 Working Associate

Tiffany Rosenthal, Associate in the Firm's Mergers & Acquisitions practice group, will provide associate-level support on this engagement. Ms. Rosenthal's responsibilities will include conducting due diligence review across assigned workstreams, assisting with the preparation and negotiation of ancillary transaction documents, preparing first drafts of corporate authorizations and closing deliverables, and providing general research and drafting support as directed by Mr. Wexford, Ms. Holloway, and Mr. Okonkwo.

2.5 Specialist Partners

The following specialist partners will provide subject matter expertise on their respective areas as needed throughout the engagement:

(a) Sylvia Hartwell, Partner in the Firm's Tax practice group, will advise on all tax structuring matters related to the Transaction, including analysis of Section 338 elections under the Internal Revenue Code, state and local tax implications, FIRPTA compliance, transfer tax analysis, and the negotiation of tax indemnification provisions, tax-related representations and warranties, and pre-closing tax covenants in the SPA.

(b) Howard Bellamy, Partner in the Firm's Antitrust & Competition practice group, will advise on HSR Act filing obligations, antitrust analysis and risk assessment, advocacy before the DOJ Antitrust Division and/or the FTC, and coordination with any outside antitrust counsel retained by Cascade in connection with the Transaction.

2.6 Additional Personnel

The Firm may assign additional attorneys, paralegals, legal assistants, and other professional support staff to the engagement as reasonably necessary to ensure that the Transaction proceeds efficiently and that deadlines are met. Such additional personnel may include associates and counsel from the Firm's Corporate, intellectual Property, Real Estate, Employment & Benefits, Environmental, Data Privacy & Cybersecurity, and Litigation practice groups, who will be staffed on an as-needed basis to support specific due diligence workstreams and other specialized aspects of the Transaction. All such personnel will be billed at their applicable standard hourly rates as set forth in Section 4.1 below.

Cascade will be notified promptly of any material changes to the core engagement team identified in Sections 2.1 through 2.5 above, including any reassignment of the Responsible Partner, Billing Partner, Lead Associate, or Specialist Partners. The Firm will make reasonable efforts to maintain continuity of staffing throughout the engagement.

3. Client Identification

The Firm's client in this engagement is Cascade Retail Holdings Inc. (EIN: 91-2847653), a corporation organized under the laws of the State of Delaware and publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI," with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119. All duties of loyalty, confidentiality, and professional responsibility owed by the Firm in connection with this engagement run solely to Cascade Retail Holdings Inc. as a corporate entity.

The Firm does not represent, and shall not be deemed to represent, any individual director, officer, employee, stockholder, or affiliate of Cascade in connection with this engagement, unless such representation is separately agreed upon in a written engagement letter or amendment hereto. Without limiting the generality of the foregoing, the Firm's representation of Cascade does not create an attorney-client relationship with any member of Cascade's board of directors, any executive officer of Cascade, or any subsidiary, parent, or affiliated entity of Cascade.

The Firm does not represent NovaMart Global Inc. or any of NovaMart's stockholders, including without limitation Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, Priya Narasimhan, or any other holder of NovaMart equity interests. The Firm does not represent and shall not be deemed to represent any other party to the Transaction, including any financing source, escrow agent, paying agent, stockholder representative, or other third party involved in the Transaction.

4. Fee Arrangements

4.1 Basis of Fees

The Firm's fees for legal services rendered in connection with this engagement will be based on the time spent by attorneys and other professionals assigned to the engagement, billed at their respective standard hourly rates as in effect from time to time. The standard hourly rates reflect the experience, skill, and expertise of each professional and are consistent with the rates charged to other clients of the Firm for comparable engagements.

The current standard hourly rates (effective January 1, 2025) for the core members of the engagement team are as follows:

Additional attorneys and professionals assigned to the engagement from time to time will be billed at their applicable standard hourly rates, which currently range from $750 to $1,650 for associates and counsel and from $350 to $475 for paralegals and legal assistants, depending on experience level and practice area.

The Firm reserves the right to adjust its standard hourly rates annually. Any such adjustment will typically become effective on January 1 of each calendar year. Cascade will be notified in writing of any changes to the hourly rates applicable to this engagement at least thirty (30) days in advance of the effective date of such changes.

Based on the scope and anticipated complexity of the Transaction, the Firm currently estimates that total legal fees for this engagement will be in the range of approximately $8,200,000. This estimate is based on a number of assumptions, including without limitation the anticipated timeline for the pre-closing period, the complexity and volume of due diligence, the extent and nature of antitrust review by the DOJ or FTC (including the possibility of a Second Request), the scope of negotiations with NovaMart's counsel, and the complexity of acquisition financing documentation. This estimate is provided solely for Cascade's internal budgeting purposes and does not constitute a cap, a fixed fee, or a maximum fee. Actual fees may be higher or lower than the estimate depending on the actual scope of work performed, the duration of the engagement, and other factors that cannot be predicted with certainty at this time. The Firm will provide Cascade with periodic budget updates throughout the engagement and will promptly advise Cascade if it appears that actual fees are likely to materially exceed the estimate.

4.2 Expenses. In addition to professional fees, Cascade will reimburse the Firm for all reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses include, but are not limited to, the following:

(a) travel expenses, including airfare, ground transportation, lodging, and meals incurred in connection with in-person meetings, negotiations, due diligence site visits, regulatory agency meetings, and closing;

(b) filing fees, including Hart-Scott-Rodino premerger notification filing fees, state and local government filing fees, and any other regulatory filing fees;

(d) messenger, courier, and overnight delivery service charges;

(e) computerized legal research charges, including charges for access to Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and other legal databases and research platforms;

(f) fees and expenses of experts, consultants, and other third-party professionals engaged at Cascade's direction or with Cascade's prior approval in connection with the Transaction;

(g) charges for virtual data room hosting and access, to the extent the Firm procures or administers the data room;

(h) telephone and videoconference charges incurred in connection with the engagement; and

(i) other similar disbursements reasonably incurred in the course of rendering legal services under this engagement.

The Firm will obtain Cascade's prior written approval before incurring any individual expense item in excess of Twenty-Five Thousand Dollars ($25,000). Expenses will be itemized on the Firm's monthly invoices.

4.3 Billing and Payment

The Firm will render invoices to Cascade on a monthly basis, or at such other intervals as may be mutually agreed upon by the parties. Each invoice will include a reasonably detailed description of the legal services rendered during the applicable billing period, including the date of service, the identity of the professional performing the service, the time expended, the applicable hourly rate, and a narrative description of the work performed. Expenses will be separately itemized on each invoice.

All invoices are due and payable within thirty (30) calendar days of the date of the invoice. Amounts not paid within such thirty-day period may, at the Firm's election, accrue interest at the rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, whichever is less) from the date payment was due until the date payment is received.

Invoices will be directed to:

Elena Vasquez-Bright, Esq. General Counsel Cascade Retail Holdings Inc. 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119

Email: evasquez-bright@cascaderetail.com

with a copy to such additional billing contact(s) as Cascade may designate from time to time by written notice to the Firm.

Cascade may at any time request additional billing detail, alternative billing formats (including electronic billing through Cascade's preferred legal billing platform), or task-based coding of time entries, and the Firm will use reasonable efforts to accommodate such requests. Any questions or disputes regarding invoices should be raised promptly with Beatrice Holloway, the Billing Partner, so that they may be addressed in a timely manner.

5. Conflicts of Interest

The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the applicable Rules of Professional Conduct of the State of New York. Based on the information currently available to the Firm, including the identities of the parties to the Transaction, the Firm has identified no actual or potential conflicts of interest that would preclude the Firm from undertaking this engagement.

In the event that a potential or actual conflict of interest arises during the course of the engagement, the Firm will promptly notify Cascade in writing, describe the nature of the conflict, and, if appropriate under the circumstances, seek an informed written waiver from Cascade and any other affected client. If a conflict cannot be waived or otherwise resolved consistent with the Firm's professional obligations, the Firm will take such steps as are required under the applicable Rules of Professional Conduct, which may include withdrawal from this engagement or declining a conflicting representation.

Cascade acknowledges that Calderwood & Harkness LLP is a large, multi-office law firm with a diverse client base, and that the Firm currently represents and may in the future represent other companies, individuals, and entities in matters that are unrelated to the Transaction described in this Engagement Letter. Some of those other clients may have interests that are adverse to Cascade in other contexts or in other transactions. This Engagement Letter does not preclude the Firm from representing such other clients in matters unrelated to this engagement, provided that such representations do not involve the specific subject matter of this engagement or create a conflict of interest requiring Cascade's consent under the applicable Rules of Professional Conduct. Nothing in this Engagement Letter shall be construed as a general or advance waiver by Cascade of any conflict of interest that may arise in the future.

6. Confidentiality

The Firm will maintain the confidentiality of all information received from or on behalf of Cascade in connection with this engagement, in accordance with the applicable Rules of Professional Conduct of the State of New York (including Rule 1.6) and the protections afforded by the attorney-client privilege and the work product doctrine. The Firm recognizes that, in the course of this engagement, it will receive highly sensitive and proprietary information relating to Cascade's business operations, financial condition, strategic plans, and the Transaction, and the Firm is committed to safeguarding the confidentiality of all such information.

The Firm will not disclose Cascade's confidential information to any third party without Cascade's prior written consent, except: (a) as required by applicable law, regulation, or court order; (b) as required by the Firm's professional obligations under the Rules of Professional Conduct; (c) to the extent reasonably necessary to carry out the Firm's responsibilities under this engagement (for example, disclosures to opposing counsel in the course of negotiating the Transaction, but only as authorized by Cascade); or (d) as otherwise permitted by the Rules of Professional Conduct.

The Firm will implement appropriate information barriers, access controls, and security measures within the Firm as necessary to protect the confidentiality of Cascade's information, including restricting access to engagement files and communications to those personnel who have a legitimate need to know in connection with this engagement. The Firm maintains physical, technical, and administrative safeguards designed to protect client information against unauthorized access, use, or disclosure, including encryption of electronic communications and data storage, multi-factor authentication, and periodic security assessments.

7. Document Retention

Upon the conclusion of this engagement (whether by completion, termination, or otherwise), the Firm will retain client files related to this engagement in accordance with the Firm's standard records retention policies. Under the Firm's current policy, engagement files are maintained for a minimum of seven (7) years following the closing of the matter, or for such longer period as may be required by applicable law, regulation, or court order.

At Cascade's request, the Firm will return original documents and materials belonging to Cascade that are included in the engagement files. The Firm may retain copies of such documents and all attorney work product (including internal memoranda, research files, drafts, and notes) generated in connection with the engagement for the Firm's own records and as may be necessary to comply with the Firm's professional and regulatory obligations.

Following the expiration of the applicable retention period, the Firm may destroy engagement files (including both paper and electronic records) in accordance with its standard document destruction procedures, upon providing Cascade with reasonable prior written notice (not less than sixty (60) days' advance notice) and an opportunity to request the return of any remaining original documents before destruction. Cascade acknowledges and agrees that the Firm shall have no obligation to retain engagement files beyond the applicable retention period, except to the extent otherwise required by law or as separately agreed in writing.

8. Termination

Either Cascade or the Firm may terminate this engagement at any time, with or without cause, by providing written notice to the other party. The Firm's right to terminate the engagement is subject at all times to the Firm's professional obligations under the applicable Rules of Professional Conduct, including the duty to take reasonable steps to avoid foreseeable prejudice to the client upon withdrawal (such as providing reasonable notice, allowing time for the client to retain successor counsel, and delivering client files and property).

Upon termination of this engagement for any reason, Cascade will remain responsible for the payment of all fees for legal services rendered and all expenses incurred by the Firm through the effective date of termination. The Firm will render a final invoice within thirty (30) days following the effective date of termination, and such final invoice will be due and payable in accordance with the terms set forth in Section 4.3 above.

In the event that any proceeding, filing, or other matter in which the Firm is actively representing Cascade is pending before a court, regulatory agency, or other tribunal at the time of termination, the Firm's withdrawal from such proceeding will be subject to the applicable rules and procedures of the relevant tribunal, including any requirement that the Firm obtain leave of the tribunal before withdrawing as counsel of record. The Firm will cooperate with Cascade and any successor counsel to ensure an orderly transition of responsibilities.

9. Limitation of Liability

To the fullest extent permitted by applicable law and the Rules of Professional Conduct, the Firm's aggregate liability to Cascade for any and all claims, losses, damages, costs, and expenses arising out of or relating to this engagement, whether based in contract, tort, negligence, professional malpractice, or otherwise, shall not exceed the total amount of professional fees actually paid by Cascade to the Firm in connection with this engagement. This limitation shall not apply to the extent it is prohibited by applicable law or by the professional conduct rules governing attorneys licensed in the State of New York.

In no event shall either party be liable to the other party for any consequential, indirect, incidental, special, exemplary, or punitive damages arising out of or relating to this Engagement Letter or the Firm's services hereunder, regardless of whether such damages were foreseeable or whether such party has been advised of the possibility of such damages, except to the extent such limitation is prohibited by applicable law.

Nothing in this Section 9 shall limit or modify the Firm's professional responsibilities to Cascade under the applicable Rules of Professional Conduct.

10. Governing Law and Dispute Resolution

This Engagement Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions that would cause the application of the substantive laws of any other jurisdiction.

In the event of any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Firm's services rendered hereunder, or the breach, termination, or validity of this Engagement Letter (each, a "Dispute"), the parties agree to first attempt to resolve such Dispute through good faith negotiations between the Firm's Managing Partner (or his or her designee) and Cascade's General Counsel (or her designee) for a period of not less than thirty (30) days following written notice of the Dispute from one party to the other. If the Dispute cannot be resolved through such negotiations, the Dispute shall be submitted to and resolved by final and binding arbitration administered by JAMS in New York, New York, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect, before a single arbitrator mutually selected by the parties. If the parties are unable to agree on an arbitrator within fifteen (15) days of the commencement of arbitration proceedings, the arbitrator shall be appointed by JAMS in accordance with its rules. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, in the absence of the parties' agreement to submit any particular Dispute to arbitration, any such Dispute may be resolved by the state or federal courts located in New York County, New York. Each party irrevocably consents to the exclusive jurisdiction and venue of such courts for the resolution of any Dispute not submitted to arbitration, and each party irrevocably waives any objection to such jurisdiction or venue, including any objection based on inconvenient forum.

11. Miscellaneous Provisions

11.1 Entire Agreement

This Engagement Letter constitutes the entire agreement between Cascade and the Firm with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, representations, understandings, and agreements, whether written or oral, between the parties relating to the engagement described herein. No statement, representation, warranty, or agreement of any kind not expressly set forth in this Engagement Letter shall be binding on either party.

11.2 Amendments. This Engagement Letter may not be amended, modified, or supplemented except by a written instrument executed by an authorized representative of each of the parties hereto. No waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by the party granting such waiver.

11.3 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 and delivery of this Engagement Letter by electronic signature (including Brightwater Software or similar electronic signature platforms), facsimile, or scanned image transmitted by email shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original signed copy.

11.4 No Assignment

Neither party may assign, delegate, or otherwise transfer this Engagement Letter or any of its rights or obligations hereunder without the prior written consent of the other party, and any attempted assignment without such consent shall be void and of no effect. Notwithstanding the foregoing, the Firm may assign this Engagement Letter to a successor entity resulting from a merger, reorganization, or change in the Firm's organizational structure, provided that such successor entity assumes all obligations of the Firm hereunder.

We are genuinely excited to partner with Cascade on this significant transaction and are committed to delivering the highest quality legal services throughout the engagement. If the foregoing terms are acceptable, we respectfully request that you countersign this Engagement Letter where indicated below and return a signed copy to the Firm at your earliest convenience, either by email to harrison.wexford@calderwoodharkness.com or by mail to the address set forth above. We look forward to working with you and the entire Cascade team.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Harrison Wexford

Title: Partner

Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022

ACKNOWLEDGED AND AGREED:

The undersigned, duly authorized on behalf of Cascade Retail Holdings Inc., hereby acknowledges receipt of this Engagement Letter, confirms agreement to the terms and conditions set forth herein, and authorizes Calderwood & Harkness LLP to proceed with the engagement described above.

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Elena Vasquez-Bright

Title: General Counsel

Date: ________

cc: Theodore Langford, SVP, Corporate Development, Cascade Retail Holdings Inc. cc: Beatrice Holloway, Partner, Calderwood & Harkness LLP cc: Derek Okonkwo, Associate, Calderwood & Harkness LLP

Professional	Position	Practice Group	2025 Hourly Rate
Harrison Wexford	Partner	Mergers & Acquisitions	$1,650
Beatrice Holloway	Partner	Mergers & Acquisitions	$1,575
Sylvia Hartwell	Partner	Tax	$1,525
Howard Bellamy	Partner	Antitrust & Competition	$1,500
Derek Okonkwo	Senior Associate	Mergers & Acquisitions	$1,050
Tiffany Rosenthal	Associate	Mergers & Acquisitions	$875
Paralegals / Legal Assistants	—	Various	$350 – $475

CALDERWOOD & HARKNESS LLP Attorneys at Law
599 Lexington Avenue, 38th Floor New York, NY 10022
Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com
January 20, 2025
Via Email and U.S. Mail
Elena Vasquez-Bright, Esq. General Counsel Cascade Retail Holdings Inc. 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119
Dear Ms. Vasquez-Bright:
We are grateful for the confidence that Cascade Retail Holdings Inc. ("Cascade" or "CRH") has placed in Calderwood & Harkness LLP ("the Firm," "we," "us," or "C&H") by selecting the Firm to serve as its outside legal counsel in the matter described below. The purpose of this letter is to confirm the terms and conditions of the Firm's engagement in connection with the proposed acquisition by Cascade of NovaMart Global Inc. ("NovaMart"), a privately held corporation organized under the laws of the State of Delaware and headquartered at 1100 Congress Avenue, Suite 800, Austin, TX 78701. When countersigned by an authorized representative of Cascade and returned to the Firm, this letter will constitute the binding agreement between Cascade and the Firm regarding the scope, terms, and conditions of this engagement (this "Engagement Letter"). We ask that you review the following terms carefully and contact us with any questions before countersigning.
1. Scope of Engagement
1.1 Description of the Matter
The Firm is being engaged to represent Cascade Retail Holdings Inc. in connection with the proposed acquisition of one hundred percent (100%) of the outstanding capital stock of NovaMart Global Inc. (the "Transaction"). Based on preliminary discussions between the parties, the Transaction is expected to be structured as a stock purchase governed by the General Corporation Law of the State of Delaware, with an anticipated aggregate purchase price of approximately One Billion Two Hundred Million Dollars ($1,200,000,000), subject to final negotiation and adjustment mechanisms to be set forth in the definitive purchase agreement.
NovaMart is an online marketplace platform and ecommerce technology company that operates a proprietary technology stack facilitating third-party seller transactions, fulfillment logistics, and consumer-facing digital storefronts. NovaMart's stockholders include, among others, institutional private equity and venture capital investors, the company's founders, and members of NovaMart's current management team. The Transaction will involve the purchase of all issued and outstanding shares of NovaMart capital stock from such stockholders.
1.2 Specific Services
In furtherance of the engagement described in Section 1.1, the Firm will provide the following legal services to Cascade:
(a) Transaction Documentation. Negotiation, drafting, and review of the definitive Stock Purchase Agreement (the "SPA") and all ancillary transaction documents, including but not limited to disclosure schedules, an escrow agreement, a stockholder representative agreement, letters of transmittal, joinder agreements, a working capital methodology agreement, and a paying agent agreement. The Firm will also prepare and negotiate any amendments, supplements, side letters, or other modifications to the foregoing documents as may be required during the course of the Transaction.
(b) Legal Due Diligence. Conducting and coordinating comprehensive legal due diligence on NovaMart across all relevant workstreams, including without limitation: corporate organization, capitalization, and governance; material commercial contracts and customer/supplier agreements; intellectual property (patents, trademarks, copyrights, trade secrets, and licenses); real property (owned and leased); employment and employee benefits matters (including ERISA compliance, executive compensation arrangements, change of control agreements, and labor relations); litigation, regulatory proceedings, and government investigations; environmental compliance and liabilities; federal, state, and local tax matters; insurance coverage; and data privacy and cybersecurity compliance (including compliance with applicable federal and state privacy laws, the California Consumer Privacy Act, the European General Data Protection Regulation to the extent applicable, and industry-specific requirements). The Firm will prepare comprehensive due diligence reports summarizing material findings and risk areas for Cascade's review.
(c) Deal Structure Advisory. Advising on the optimal deal structure for the Transaction, including analysis of the relative advantages and disadvantages of structuring the acquisition as a stock purchase, an asset purchase, or a statutory merger (whether forward, reverse, or reverse triangular), taking into account tax efficiency, third-party consent requirements, successor liability considerations, and other relevant factors, and recommending the structure that best serves Cascade's strategic and economic objectives.
(d) Antitrust and HSR Act Compliance. Advising on and coordinating the filing of premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Antitrust Division of the United States Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC"), including the preparation of HSR Notification and Report Forms for both Cascade and NovaMart (to the extent required), analysis of applicable filing thresholds and filing fee calculations, and response to any Second Request or other supplemental information requests issued by the reviewing agency. The Firm will further advise on antitrust and competition law matters relevant to the Transaction, including relevant product and geographic market definition analysis, competitive effects assessment, and advocacy with the DOJ Antitrust Division or FTC staff as appropriate.
(e) Tax Structuring. Advising on tax structuring considerations for the Transaction, including analysis of the availability and advisability of elections under Section 338(g) and Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, state and local tax implications of the Transaction (including nexus, apportionment, and transfer tax considerations), compliance with the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), and the negotiation of tax indemnification provisions, tax-related representations and warranties, and pre-closing tax covenants in the definitive purchase agreement.
(f) Acquisition Financing. Reviewing and advising on all acquisition financing documents related to the Transaction, including the commitment letter, the definitive credit agreement, any guarantee and collateral agreement, intercreditor arrangements, and any amendments to Cascade's existing credit facilities required in connection with or as a condition to the Transaction. The Firm will coordinate with Cascade's financing sources and their counsel to ensure consistency between the SPA and the financing documentation.
(g) Representations and Warranties Insurance. Advising on the placement of representations and warranties insurance ("RWI") for the Transaction, including coordination with Cascade's selected insurance broker, review and negotiation of the RWI policy terms and conditions, and alignment of the RWI policy with the representations, warranties, and indemnification framework set forth in the SPA.
(h) Post-Closing Employment Arrangements. Reviewing and advising on post-closing employment and retention arrangements for key NovaMart personnel, including offer letters, retention bonus agreements, equity incentive arrangements, non-competition and non-solicitation covenants, and any other employment-related agreements required in connection with the Transaction.
(i) Third-Party Consents. Identifying and coordinating the procurement of third-party consents, approvals, and waivers required under NovaMart's material contracts, licenses, permits, and other agreements that contain change of control, anti-assignment, or similar provisions that may be triggered by the consummation of the Transaction.
(j) Corporate Authorizations. Preparing all necessary corporate authorizations for the Transaction, including board of directors resolutions for Cascade authorizing the execution and delivery of the definitive purchase agreement and the consummation of the Transaction, and stockholder consent solicitation materials for the holders of NovaMart capital stock, to the extent required under Delaware law and NovaMart's governing documents.
(k) Closing Deliverables. Preparing all closing deliverables required under the definitive purchase agreement, including officer's certificates, secretary's certificates, requests for good standing certificates from applicable jurisdictions, FIRPTA certificates and related IRS notifications, stock powers, assignments of intellectual property, funds flow memoranda, closing checklists, and any other documents or instruments required to consummate the Transaction.
(l) Interim Compliance and Conditions Monitoring. Monitoring compliance with interim operating covenants during the pre-closing period (including those restricting NovaMart's operations between signing and closing) and tracking the satisfaction or waiver of all conditions precedent to closing as set forth in the definitive purchase agreement.
(m) Other Related Services. Providing such other legal services as may be reasonably requested by Cascade in connection with the foregoing Transaction, including attendance at in-person and virtual meetings, preparation of memoranda and presentations for Cascade's board of directors and senior management, and coordination with Cascade's other professional advisors.
1.3 Limitations on Scope
The engagement described in this Engagement Letter is limited to the specific Transaction described in Section 1.1 above and does not extend to any other corporate, securities, regulatory, litigation, or other legal matters of Cascade or any of its affiliates unless separately agreed upon in a written amendment to this Engagement Letter or in a separate engagement letter.
The Firm is not engaged to provide, and will not be providing, accounting services, tax return preparation services, investment banking or financial advisory services, valuation services, or business consulting services in connection with the Transaction. We understand that Cascade has separately engaged Hargrove Mead & Co. as its financial advisor and Whitmore & Paige LLP as its accounting and tax advisor for the Transaction. The Firm will coordinate with Hargrove Mead & Co., Whitmore & Paige LLP, and Cascade's other professional advisors as reasonably necessary to facilitate the efficient execution of the Transaction, but the Firm assumes no responsibility for the services or advice provided by such other advisors.
In addition, while the Firm will provide advice on antitrust matters as described in Section 1.2(d) above, Cascade may elect to retain separate specialized outside antitrust counsel for purposes of responding to a Second Request or conducting advocacy before the DOJ or FTC. In such event, the Firm will coordinate with such outside antitrust counsel as needed, and the scope of the Firm's antitrust-related services will be adjusted accordingly.
2. Staffing
2.1 Responsible Partner
Harrison Wexford, Partner in the Firm's Mergers & Acquisitions practice group, will serve as the Responsible Partner for this engagement. In that capacity, Mr. Wexford will have overall responsibility for the quality, direction, and strategic oversight of the Firm's legal services rendered in connection with the Transaction. Mr. Wexford will serve as the primary relationship contact for Cascade's General Counsel, corporate development team, and board of directors, and will participate directly in all material negotiation sessions and strategic decision points throughout the Transaction.
2.2 Billing Partner
Beatrice Holloway, Partner in the Firm's Mergers & Acquisitions practice group, will serve as the Billing Partner for this engagement. Ms. Holloway will be responsible for reviewing and approving all invoices before they are issued to Cascade, ensuring that the invoices accurately reflect the services rendered and expenses incurred, and addressing any billing inquiries or concerns raised by Cascade in a timely manner. Ms. Holloway will also work closely with Mr. Wexford and the broader engagement team to manage the overall budget for the engagement.
2.3 Lead Associate
Derek Okonkwo, Associate in the Firm's Mergers & Acquisitions practice group, will serve as the Lead Associate for this engagement. Mr. Okonkwo will be responsible for the day-to-day management of the Transaction, including coordination of all due diligence workstreams, initial and iterative drafting of the SPA and ancillary transaction documents, organization and maintenance of the virtual data room, preparation of issues lists and status memoranda, and serving as the primary point of contact for opposing counsel (NovaMart's legal advisors) on routine transaction matters and document exchange.
2.4 Working Associate
Tiffany Rosenthal, Associate in the Firm's Mergers & Acquisitions practice group, will provide associate-level support on this engagement. Ms. Rosenthal's responsibilities will include conducting due diligence review across assigned workstreams, assisting with the preparation and negotiation of ancillary transaction documents, preparing first drafts of corporate authorizations and closing deliverables, and providing general research and drafting support as directed by Mr. Wexford, Ms. Holloway, and Mr. Okonkwo.
2.5 Specialist Partners
The following specialist partners will provide subject matter expertise on their respective areas as needed throughout the engagement:
(a) Sylvia Hartwell, Partner in the Firm's Tax practice group, will advise on all tax structuring matters related to the Transaction, including analysis of Section 338 elections under the Internal Revenue Code, state and local tax implications, FIRPTA compliance, transfer tax analysis, and the negotiation of tax indemnification provisions, tax-related representations and warranties, and pre-closing tax covenants in the SPA.
(b) Howard Bellamy, Partner in the Firm's Antitrust & Competition practice group, will advise on HSR Act filing obligations, antitrust analysis and risk assessment, advocacy before the DOJ Antitrust Division and/or the FTC, and coordination with any outside antitrust counsel retained by Cascade in connection with the Transaction.
2.6 Additional Personnel
The Firm may assign additional attorneys, paralegals, legal assistants, and other professional support staff to the engagement as reasonably necessary to ensure that the Transaction proceeds efficiently and that deadlines are met. Such additional personnel may include associates and counsel from the Firm's Corporate, intellectual Property, Real Estate, Employment & Benefits, Environmental, Data Privacy & Cybersecurity, and Litigation practice groups, who will be staffed on an as-needed basis to support specific due diligence workstreams and other specialized aspects of the Transaction. All such personnel will be billed at their applicable standard hourly rates as set forth in Section 4.1 below.
Cascade will be notified promptly of any material changes to the core engagement team identified in Sections 2.1 through 2.5 above, including any reassignment of the Responsible Partner, Billing Partner, Lead Associate, or Specialist Partners. The Firm will make reasonable efforts to maintain continuity of staffing throughout the engagement.
3. Client Identification
The Firm's client in this engagement is Cascade Retail Holdings Inc. (EIN: 91-2847653), a corporation organized under the laws of the State of Delaware and publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI," with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119. All duties of loyalty, confidentiality, and professional responsibility owed by the Firm in connection with this engagement run solely to Cascade Retail Holdings Inc. as a corporate entity.
The Firm does not represent, and shall not be deemed to represent, any individual director, officer, employee, stockholder, or affiliate of Cascade in connection with this engagement, unless such representation is separately agreed upon in a written engagement letter or amendment hereto. Without limiting the generality of the foregoing, the Firm's representation of Cascade does not create an attorney-client relationship with any member of Cascade's board of directors, any executive officer of Cascade, or any subsidiary, parent, or affiliated entity of Cascade.
The Firm does not represent NovaMart Global Inc. or any of NovaMart's stockholders, including without limitation Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, Priya Narasimhan, or any other holder of NovaMart equity interests. The Firm does not represent and shall not be deemed to represent any other party to the Transaction, including any financing source, escrow agent, paying agent, stockholder representative, or other third party involved in the Transaction.
4. Fee Arrangements
4.1 Basis of Fees
The Firm's fees for legal services rendered in connection with this engagement will be based on the time spent by attorneys and other professionals assigned to the engagement, billed at their respective standard hourly rates as in effect from time to time. The standard hourly rates reflect the experience, skill, and expertise of each professional and are consistent with the rates charged to other clients of the Firm for comparable engagements.
The current standard hourly rates (effective January 1, 2025) for the core members of the engagement team are as follows:
Additional attorneys and professionals assigned to the engagement from time to time will be billed at their applicable standard hourly rates, which currently range from $750 to $1,650 for associates and counsel and from $350 to $475 for paralegals and legal assistants, depending on experience level and practice area.
The Firm reserves the right to adjust its standard hourly rates annually. Any such adjustment will typically become effective on January 1 of each calendar year. Cascade will be notified in writing of any changes to the hourly rates applicable to this engagement at least thirty (30) days in advance of the effective date of such changes.
Based on the scope and anticipated complexity of the Transaction, the Firm currently estimates that total legal fees for this engagement will be in the range of approximately $8,200,000. This estimate is based on a number of assumptions, including without limitation the anticipated timeline for the pre-closing period, the complexity and volume of due diligence, the extent and nature of antitrust review by the DOJ or FTC (including the possibility of a Second Request), the scope of negotiations with NovaMart's counsel, and the complexity of acquisition financing documentation. This estimate is provided solely for Cascade's internal budgeting purposes and does not constitute a cap, a fixed fee, or a maximum fee. Actual fees may be higher or lower than the estimate depending on the actual scope of work performed, the duration of the engagement, and other factors that cannot be predicted with certainty at this time. The Firm will provide Cascade with periodic budget updates throughout the engagement and will promptly advise Cascade if it appears that actual fees are likely to materially exceed the estimate.
4.2 Expenses.  In addition to professional fees, Cascade will reimburse the Firm for all reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses include, but are not limited to, the following:
(a) travel expenses, including airfare, ground transportation, lodging, and meals incurred in connection with in-person meetings, negotiations, due diligence site visits, regulatory agency meetings, and closing;
(b) filing fees, including Hart-Scott-Rodino premerger notification filing fees, state and local government filing fees, and any other regulatory filing fees;
(c) document reproduction, printing, scanning, and binding costs;
(d) messenger, courier, and overnight delivery service charges;
(e) computerized legal research charges, including charges for access to Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and other legal databases and research platforms;
(f) fees and expenses of experts, consultants, and other third-party professionals engaged at Cascade's direction or with Cascade's prior approval in connection with the Transaction;
(g) charges for virtual data room hosting and access, to the extent the Firm procures or administers the data room;
(h) telephone and videoconference charges incurred in connection with the engagement; and
(i) other similar disbursements reasonably incurred in the course of rendering legal services under this engagement.
The Firm will obtain Cascade's prior written approval before incurring any individual expense item in excess of Twenty-Five Thousand Dollars ($25,000). Expenses will be itemized on the Firm's monthly invoices.
4.3 Billing and Payment
The Firm will render invoices to Cascade on a monthly basis, or at such other intervals as may be mutually agreed upon by the parties. Each invoice will include a reasonably detailed description of the legal services rendered during the applicable billing period, including the date of service, the identity of the professional performing the service, the time expended, the applicable hourly rate, and a narrative description of the work performed. Expenses will be separately itemized on each invoice.
All invoices are due and payable within thirty (30) calendar days of the date of the invoice. Amounts not paid within such thirty-day period may, at the Firm's election, accrue interest at the rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, whichever is less) from the date payment was due until the date payment is received.
Invoices will be directed to:
Elena Vasquez-Bright, Esq. General Counsel Cascade Retail Holdings Inc. 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119
Email: evasquez-bright@cascaderetail.com
with a copy to such additional billing contact(s) as Cascade may designate from time to time by written notice to the Firm.
Cascade may at any time request additional billing detail, alternative billing formats (including electronic billing through Cascade's preferred legal billing platform), or task-based coding of time entries, and the Firm will use reasonable efforts to accommodate such requests. Any questions or disputes regarding invoices should be raised promptly with Beatrice Holloway, the Billing Partner, so that they may be addressed in a timely manner.
5. Conflicts of Interest
The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the applicable Rules of Professional Conduct of the State of New York. Based on the information currently available to the Firm, including the identities of the parties to the Transaction, the Firm has identified no actual or potential conflicts of interest that would preclude the Firm from undertaking this engagement.
In the event that a potential or actual conflict of interest arises during the course of the engagement, the Firm will promptly notify Cascade in writing, describe the nature of the conflict, and, if appropriate under the circumstances, seek an informed written waiver from Cascade and any other affected client. If a conflict cannot be waived or otherwise resolved consistent with the Firm's professional obligations, the Firm will take such steps as are required under the applicable Rules of Professional Conduct, which may include withdrawal from this engagement or declining a conflicting representation.
Cascade acknowledges that Calderwood & Harkness LLP is a large, multi-office law firm with a diverse client base, and that the Firm currently represents and may in the future represent other companies, individuals, and entities in matters that are unrelated to the Transaction described in this Engagement Letter. Some of those other clients may have interests that are adverse to Cascade in other contexts or in other transactions. This Engagement Letter does not preclude the Firm from representing such other clients in matters unrelated to this engagement, provided that such representations do not involve the specific subject matter of this engagement or create a conflict of interest requiring Cascade's consent under the applicable Rules of Professional Conduct. Nothing in this Engagement Letter shall be construed as a general or advance waiver by Cascade of any conflict of interest that may arise in the future.
6. Confidentiality
The Firm will maintain the confidentiality of all information received from or on behalf of Cascade in connection with this engagement, in accordance with the applicable Rules of Professional Conduct of the State of New York (including Rule 1.6) and the protections afforded by the attorney-client privilege and the work product doctrine. The Firm recognizes that, in the course of this engagement, it will receive highly sensitive and proprietary information relating to Cascade's business operations, financial condition, strategic plans, and the Transaction, and the Firm is committed to safeguarding the confidentiality of all such information.
The Firm will not disclose Cascade's confidential information to any third party without Cascade's prior written consent, except: (a) as required by applicable law, regulation, or court order; (b) as required by the Firm's professional obligations under the Rules of Professional Conduct; (c) to the extent reasonably necessary to carry out the Firm's responsibilities under this engagement (for example, disclosures to opposing counsel in the course of negotiating the Transaction, but only as authorized by Cascade); or (d) as otherwise permitted by the Rules of Professional Conduct.
The Firm will implement appropriate information barriers, access controls, and security measures within the Firm as necessary to protect the confidentiality of Cascade's information, including restricting access to engagement files and communications to those personnel who have a legitimate need to know in connection with this engagement. The Firm maintains physical, technical, and administrative safeguards designed to protect client information against unauthorized access, use, or disclosure, including encryption of electronic communications and data storage, multi-factor authentication, and periodic security assessments.
7. Document Retention
Upon the conclusion of this engagement (whether by completion, termination, or otherwise), the Firm will retain client files related to this engagement in accordance with the Firm's standard records retention policies. Under the Firm's current policy, engagement files are maintained for a minimum of seven (7) years following the closing of the matter, or for such longer period as may be required by applicable law, regulation, or court order.
At Cascade's request, the Firm will return original documents and materials belonging to Cascade that are included in the engagement files. The Firm may retain copies of such documents and all attorney work product (including internal memoranda, research files, drafts, and notes) generated in connection with the engagement for the Firm's own records and as may be necessary to comply with the Firm's professional and regulatory obligations.
Following the expiration of the applicable retention period, the Firm may destroy engagement files (including both paper and electronic records) in accordance with its standard document destruction procedures, upon providing Cascade with reasonable prior written notice (not less than sixty (60) days' advance notice) and an opportunity to request the return of any remaining original documents before destruction. Cascade acknowledges and agrees that the Firm shall have no obligation to retain engagement files beyond the applicable retention period, except to the extent otherwise required by law or as separately agreed in writing.
8. Termination
Either Cascade or the Firm may terminate this engagement at any time, with or without cause, by providing written notice to the other party. The Firm's right to terminate the engagement is subject at all times to the Firm's professional obligations under the applicable Rules of Professional Conduct, including the duty to take reasonable steps to avoid foreseeable prejudice to the client upon withdrawal (such as providing reasonable notice, allowing time for the client to retain successor counsel, and delivering client files and property).
Upon termination of this engagement for any reason, Cascade will remain responsible for the payment of all fees for legal services rendered and all expenses incurred by the Firm through the effective date of termination. The Firm will render a final invoice within thirty (30) days following the effective date of termination, and such final invoice will be due and payable in accordance with the terms set forth in Section 4.3 above.
In the event that any proceeding, filing, or other matter in which the Firm is actively representing Cascade is pending before a court, regulatory agency, or other tribunal at the time of termination, the Firm's withdrawal from such proceeding will be subject to the applicable rules and procedures of the relevant tribunal, including any requirement that the Firm obtain leave of the tribunal before withdrawing as counsel of record. The Firm will cooperate with Cascade and any successor counsel to ensure an orderly transition of responsibilities.
9. Limitation of Liability
To the fullest extent permitted by applicable law and the Rules of Professional Conduct, the Firm's aggregate liability to Cascade for any and all claims, losses, damages, costs, and expenses arising out of or relating to this engagement, whether based in contract, tort, negligence, professional malpractice, or otherwise, shall not exceed the total amount of professional fees actually paid by Cascade to the Firm in connection with this engagement. This limitation shall not apply to the extent it is prohibited by applicable law or by the professional conduct rules governing attorneys licensed in the State of New York.
In no event shall either party be liable to the other party for any consequential, indirect, incidental, special, exemplary, or punitive damages arising out of or relating to this Engagement Letter or the Firm's services hereunder, regardless of whether such damages were foreseeable or whether such party has been advised of the possibility of such damages, except to the extent such limitation is prohibited by applicable law.
Nothing in this Section 9 shall limit or modify the Firm's professional responsibilities to Cascade under the applicable Rules of Professional Conduct.
10. Governing Law and Dispute Resolution
This Engagement Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions that would cause the application of the substantive laws of any other jurisdiction.
In the event of any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Firm's services rendered hereunder, or the breach, termination, or validity of this Engagement Letter (each, a "Dispute"), the parties agree to first attempt to resolve such Dispute through good faith negotiations between the Firm's Managing Partner (or his or her designee) and Cascade's General Counsel (or her designee) for a period of not less than thirty (30) days following written notice of the Dispute from one party to the other. If the Dispute cannot be resolved through such negotiations, the Dispute shall be submitted to and resolved by final and binding arbitration administered by JAMS in New York, New York, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect, before a single arbitrator mutually selected by the parties. If the parties are unable to agree on an arbitrator within fifteen (15) days of the commencement of arbitration proceedings, the arbitrator shall be appointed by JAMS in accordance with its rules. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, in the absence of the parties' agreement to submit any particular Dispute to arbitration, any such Dispute may be resolved by the state or federal courts located in New York County, New York. Each party irrevocably consents to the exclusive jurisdiction and venue of such courts for the resolution of any Dispute not submitted to arbitration, and each party irrevocably waives any objection to such jurisdiction or venue, including any objection based on inconvenient forum.
11. Miscellaneous Provisions
11.1 Entire Agreement
This Engagement Letter constitutes the entire agreement between Cascade and the Firm with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, representations, understandings, and agreements, whether written or oral, between the parties relating to the engagement described herein. No statement, representation, warranty, or agreement of any kind not expressly set forth in this Engagement Letter shall be binding on either party.
11.2 Amendments.  This Engagement Letter may not be amended, modified, or supplemented except by a written instrument executed by an authorized representative of each of the parties hereto. No waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by the party granting such waiver.
11.3 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 and delivery of this Engagement Letter by electronic signature (including Brightwater Software or similar electronic signature platforms), facsimile, or scanned image transmitted by email shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original signed copy.
11.4 No Assignment
Neither party may assign, delegate, or otherwise transfer this Engagement Letter or any of its rights or obligations hereunder without the prior written consent of the other party, and any attempted assignment without such consent shall be void and of no effect. Notwithstanding the foregoing, the Firm may assign this Engagement Letter to a successor entity resulting from a merger, reorganization, or change in the Firm's organizational structure, provided that such successor entity assumes all obligations of the Firm hereunder.
We are genuinely excited to partner with Cascade on this significant transaction and are committed to delivering the highest quality legal services throughout the engagement. If the foregoing terms are acceptable, we respectfully request that you countersign this Engagement Letter where indicated below and return a signed copy to the Firm at your earliest convenience, either by email to harrison.wexford@calderwoodharkness.com or by mail to the address set forth above. We look forward to working with you and the entire Cascade team.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Harrison Wexford
Title: Partner
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
ACKNOWLEDGED AND AGREED:
The undersigned, duly authorized on behalf of Cascade Retail Holdings Inc., hereby acknowledges receipt of this Engagement Letter, confirms agreement to the terms and conditions set forth herein, and authorizes Calderwood & Harkness LLP to proceed with the engagement described above.
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Elena Vasquez-Bright
Title: General Counsel
Date: ________
cc: Theodore Langford, SVP, Corporate Development, Cascade Retail Holdings Inc. cc: Beatrice Holloway, Partner, Calderwood & Harkness LLP cc: Derek Okonkwo, Associate, Calderwood & Harkness LLP
Professional | Position | Practice Group | 2025 Hourly Rate
Harrison Wexford | Partner | Mergers & Acquisitions | $1,650
Beatrice Holloway | Partner | Mergers & Acquisitions | $1,575
Sylvia Hartwell | Partner | Tax | $1,525
Howard Bellamy | Partner | Antitrust & Competition | $1,500
Derek Okonkwo | Senior Associate | Mergers & Acquisitions | $1,050
Tiffany Rosenthal | Associate | Mergers & Acquisitions | $875
Paralegals / Legal Assistants | — | Various | $350 – $475

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

CASCADE RETAIL HOLDINGS INC.

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