1038-00010 · Cascade Retail Holdings · Engagement

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / COMMON-INTEREST DOCTRINE / WORK-PRODUCT PROTECTION

COMMON-INTEREST AGREEMENT

Privileged and Confidential Attorney-Client Privilege / Common-Interest Doctrine / Work-Product Protection

Date: June 10, 2025

This Common-Interest Agreement (this "Agreement") is entered into as of June 10, 2025, by and between:

Calderwood & Harkness LLP, a limited liability partnership organized under the laws of the State of New York, with offices at 600 Lexington Avenue, 28th Floor, New York, New York 10022 ("C&H"); and

Whitfield Greaves LLP, a limited liability partnership organized under the laws of the State of Delaware, with offices at 1999 K Street NW, Suite 700, Washington, D.C. 20006 ("WG" and, together with C&H, the "Parties" and each a "Party").

Each of C&H and WG acts as outside counsel to Cascade Retail Holdings Inc., a corporation incorporated under the laws of the State of Delaware and publicly traded on the Nasdaq Stock Market under the ticker symbol "CSRD," with its principal executive offices located at 4100 Elliott Avenue West, Suite 1200, Seattle, Washington 98119 ("Cascade" or the "Client").

RECITALS

WHEREAS:

A. Identification of Cascade. Cascade Retail Holdings Inc. is a publicly traded omnichannel retailer and e-commerce platform, incorporated in the State of Delaware and headquartered in Seattle, Washington. Cascade's common stock is listed on the Nasdaq Stock Market under the ticker symbol "CSRD." Cascade operates through several subsidiaries relevant to the matters addressed by this Agreement, including: (i) Cascade Digital Marketplace LLC, a limited liability company organized under the laws of Delaware; (ii) Ridgeline Fulfillment Services Inc., a corporation organized under the laws of the State of Washington; (iii) Peakview Analytics Inc., a corporation organized under the laws of the State of Delaware; and (iv) Cascade Rewards Corp., a corporation organized under the laws of the State of Delaware. The General Counsel of Cascade is Meredith Tanaka. The day-to-day client lead for the matters addressed by this Agreement is Diana Polk, Associate General Counsel, who also serves as Cascade's Interim Chief Privacy Officer.

B. C&H's Engagement. Effective June 2, 2025, Cascade engaged C&H to design, build, and implement a comprehensive United States state-privacy compliance program covering the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020) (the "CCPA/CPRA") and the expanding patchwork of state privacy statutes across all jurisdictions in which Cascade conducts business or otherwise processes personal information of residents — currently encompassing nineteen (19) applicable state privacy statutes (together with the CCPA/CPRA, the "Applicable Privacy Laws"). C&H's engagement is maintained under C&H Matter Number 1038-00010 within C&H's Privacy & Data Security Practice Group. The C&H engagement team consists of Kevin Ostrowski (Responsible Partner), Rachel Bernstein (Billing Partner), Alan Burke (Lead Associate), and Sara Hendricks (Working Associate). The engagement encompasses two phases: Phase 1, which includes assessment, gap analysis, policy drafting, vendor-contract templates, and training materials, to be completed through December 31, 2025; and Phase 2, which includes implementation support, to be performed from January 1 through June 30, 2026 (collectively, the "Privacy Compliance Program" or the "Program").

C. WG's Engagement. Whitfield Greaves LLP serves as Cascade's longstanding outside counsel for corporate and securities matters. The lead partner for the matters addressed by this Agreement is Carolyn J. Marsden, a partner in WG's Corporate & Securities practice. In connection with the Privacy Compliance Program, WG's role includes advising Cascade on the implications of the Program for Cascade's disclosure obligations under the federal securities laws — including periodic-report risk-factor and Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") disclosures — as well as board-governance structuring for privacy oversight, and related corporate-governance matters.

D. Overlapping Subject Matter and Common Legal Interest. C&H and WG represent the same client, Cascade, but in different and complementary capacities: C&H serves as privacy and data-security counsel, and WG serves as corporate and securities counsel. The Privacy Compliance Program raises issues that implicate both firms' respective areas of responsibility, and effective representation of Cascade requires coordinated communication and the sharing of privileged materials between the two firms. Without limitation, the areas of overlap include the following:

(i) SEC Disclosure Obligations. The Privacy Compliance Program gives rise to potential disclosure obligations under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including disclosure of privacy-related risks, Cascade's regulatory history (including the Federal Trade Commission Civil Investigative Demand, File No. 232-0147, issued September 14, 2023 and closed April 3, 2024, and a California Attorney General informal inquiry dated February 6, 2024), and compliance-program expenditures, in each case in Cascade's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and, if applicable, Current Reports on Form 8-K.

(ii) Board-Governance Structuring. The development and adoption of a Privacy Governance Charter by Cascade's Board of Directors, currently targeted for the November 13, 2025 regularly scheduled board meeting; the formalization of Chief Privacy Officer reporting lines (reporting to General Counsel Meredith Tanaka with a dotted-line reporting relationship to Chief Executive Officer Thomas R. Cavanaugh); and the establishment of quarterly oversight and reporting obligations for the Audit & Risk Committee of the Board of Directors (chaired by Director Ellen Marchetti).

(iii) Material-Risk Disclosure. The assessment and potential disclosure of material risks related to Cascade's data-sharing practices, which currently involve forty-seven (47) third-party advertising and analytics partners, twenty-three (23) of which lack executed data-processing agreements; Cascade's processing of sensitive personal information without required consent mechanisms; and Cascade's advertising relationship with Thornbridge Media Corp. (FY2024 advertising spend: $18.4 million).

(iv) Interplay Between Compliance Readiness and Reporting. The interrelationship between the timeline and milestones of the Privacy Compliance Program and Cascade's ongoing SEC reporting obligations, such that the status and progress of the Program may require disclosure or affect the accuracy of risk-factor and MD&A disclosures in periodic reports.

It is in the interest of Cascade, as the mutual client of both C&H and WG, that both firms be able to share relevant privileged communications and attorney work product freely and without risk of waiving applicable privileges.

E. Legal Basis. The common-interest doctrine (also referred to in certain jurisdictions as the joint-defense privilege or the allied-litigant doctrine) permits parties sharing a common legal interest to exchange privileged communications and work product without waiving the attorney-client privilege or work-product protection, provided that the communications are made in furtherance of that shared common legal interest. The common-interest doctrine has been recognized under the federal common law of privilege and under the laws of the states of New York, Delaware, Washington, and California, among other jurisdictions. Both C&H and WG desire to memorialize their understanding and agreement regarding the sharing of such materials, and to establish a framework to protect and preserve the privileged and protected character of all communications exchanged pursuant to this Agreement.

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants and agreements set forth herein, and intending to be legally bound, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 — "Common Interest." As used in this Agreement, the term "Common Interest" means the shared legal interest of C&H and WG in providing coordinated legal advice to Cascade regarding: (a) the design, development, and implementation of the Privacy Compliance Program, including the assessment, gap analysis, policy drafting, vendor-contract template development, training, and ongoing implementation support contemplated thereby; (b) the SEC disclosure and reporting implications thereof, including the preparation, review, and revision of risk-factor, MD&A, and other periodic-report disclosures related to privacy, data security, and regulatory matters; (c) the structuring of board and corporate-governance mechanisms related to privacy oversight, including the development and adoption of the Privacy Governance Charter, the formalization of Chief Privacy Officer reporting lines, and the establishment of Audit & Risk Committee oversight and reporting frameworks; and (d) the assessment and mitigation of regulatory, litigation, and enforcement risks arising from Cascade's data-privacy practices, data-sharing arrangements, vendor relationships, and related matters.

Section 1.2 — "Common-Interest Materials." As used in this Agreement, the term "Common-Interest Materials" means all communications, memoranda, analyses, draft documents, notes, correspondence, attorney work product (whether opinion work product or fact work product), and other materials — whether oral, written, or electronic — that are shared between or among C&H and WG (and their respective attorneys, paralegals, staff, and agents) in furtherance of the Common Interest. Common-Interest Materials include, without limitation:

(i) privileged attorney-client communications between either firm and Cascade that are shared with the other firm in furtherance of the Common Interest;

(ii) attorney work product prepared by either firm and shared with the other firm in furtherance of the Common Interest, including legal memoranda, research analyses, strategy documents, risk assessments, and draft legal opinions;

(iii) joint memoranda, analyses, or draft documents prepared collaboratively by attorneys of both firms;

(iv) communications regarding the Privacy Governance Charter, proposed board resolutions, Audit & Risk Committee reporting templates, and related board-governance materials;

(v) communications concerning the SEC disclosure of privacy-related risks, the treatment of regulatory inquiries and enforcement history, and the disclosure of compliance-program expenditures in Cascade's periodic reports; and

(vi) such other communications and materials as the Parties may mutually agree constitute Common-Interest Materials within the scope of this Agreement.

Section 1.3 — "Participating Attorneys." As used in this Agreement, the term "Participating Attorneys" means the following attorneys designated by each Party to participate in the exchange of Common-Interest Materials:

(a) For C&H: Kevin Ostrowski (Partner, Privacy & Data Security), Rachel Bernstein (Partner, Privacy & Data Security), Alan Burke (Senior Associate, Privacy & Data Security), Sara Hendricks (Associate, Privacy & Data Security), and such additional attorneys of C&H as C&H may designate from time to time by written notice to WG and Cascade.

(b) For WG: Carolyn J. Marsden (Partner, Corporate & Securities), and such additional attorneys of WG as WG may designate from time to time by written notice to C&H and Cascade.

Section 1.4 — "Client Representatives." As used in this Agreement, the term "Client Representatives" means Meredith Tanaka (General Counsel of Cascade), Diana Polk (Associate General Counsel and Interim Chief Privacy Officer of Cascade), and such other officers or employees of Cascade as Cascade's General Counsel may designate in writing from time to time.

ARTICLE II

SCOPE AND PURPOSE

Section 2.1 — Purpose. The purpose of this Agreement is to establish a framework under which C&H and WG may share Common-Interest Materials for the sole purpose of providing coordinated, effective legal advice to their mutual client, Cascade, in connection with the Privacy Compliance Program and the SEC-disclosure and corporate-governance matters related thereto. The Parties recognize that the effective representation of Cascade in the overlapping areas described in the Recitals requires the free exchange of privileged communications and work product between C&H and WG, and that such exchange, when conducted pursuant to the common-interest doctrine and this Agreement, does not constitute a waiver of any applicable privilege or protection.

Section 2.2 — Scope of Matters Covered. The specific topics and subject matter within the scope of this Agreement include, but are not limited to, the following:

(a) Gap-Analysis Findings and Remediation Plans. C&H's gap-analysis findings and remediation plans under the CCPA/CPRA and eighteen (18) additional state privacy statutes, to the extent that such findings and plans are relevant to the assessment and disclosure of material risks in Cascade's SEC filings or to the structuring of board-governance mechanisms for privacy oversight.

(b) Regulatory History — Disclosure Implications. The disclosure implications and risk-factor drafting considerations arising from Cascade's regulatory history, including (i) the Federal Trade Commission Civil Investigative Demand, File No. 232-0147, issued September 14, 2023 and closed April 3, 2024, and (ii) the California Attorney General informal inquiry, dated February 6, 2024, to which Cascade submitted a response on March 8, 2024.

(c) Privacy Governance Charter and Board-Governance Structuring. The development of the Privacy Governance Charter for presentation and adoption at the Cascade Board of Directors' regularly scheduled meeting on November 13, 2025, including: the design of the Chief Privacy Officer role and associated reporting structures (reporting to General Counsel Meredith Tanaka with a dotted-line reporting relationship to Chief Executive Officer Thomas R. Cavanaugh); the establishment of an oversight framework for the Audit & Risk Committee of the Board of Directors (chaired by Director Ellen Marchetti); and the development of quarterly reporting templates and compliance-metric dashboards for board-level oversight.

(d) Board Presentation Materials. The preparation and review of board presentation materials summarizing the status of the Privacy Compliance Program, compliance metrics, program budget (including the Phase 1 fee cap of $2,600,000 payable to C&H; the Fieldhaven Consulting Group LLC statement of work in the amount of $3,150,000; and the OnPoint Data Solutions Inc. consent-management platform contract in the amount of $1,440,000), and the regulatory-risk landscape.

(e) Litigation and Enforcement Risk Assessment. The assessment of litigation and enforcement risk arising from Cascade's data-privacy practices, including the evaluation of cyber and privacy-liability insurance coverage under Cascade's policy with Northcastle Indemnity Company (policy limits: $25 million per occurrence / $50 million annual aggregate; policy period: July 1, 2025 through June 30, 2026; annual premium: $1,340,000; brokered by Ridgepoint Insurance Brokers Inc., account executive Nathan Gilroy).

(f) SEC Periodic-Report Disclosure. The drafting, review, and revision of Cascade's SEC periodic-report disclosures (Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and, if applicable, Current Reports on Form 8-K) regarding privacy-compliance expenditures, data-processing risks, vendor dependencies, and regulatory matters, to the extent that such disclosures implicate or are informed by the Privacy Compliance Program.

Section 2.3 — Limitations. Notwithstanding any other provision of this Agreement:

(a) This Agreement does not create an attorney-client relationship between C&H and WG. Each firm's attorney-client relationship is solely with Cascade, and nothing herein shall be construed to alter or expand the scope of either firm's engagement with Cascade.

(b) This Agreement does not authorize the sharing of materials outside the scope of the Common Interest. Any sharing of privileged or protected materials that falls outside the scope of the Common Interest as defined herein shall be governed by the applicable engagement letters and the instructions of Cascade's General Counsel.

(c) Neither C&H nor WG is authorized by this Agreement to waive, or to take any action that would constitute a waiver of, any privilege or protection belonging to Cascade or to the other Party.

ARTICLE III

PRESERVATION OF PRIVILEGE

Section 3.1 — No Waiver. The sharing of Common-Interest Materials between C&H and WG pursuant to this Agreement shall not constitute a waiver of the attorney-client privilege, the work-product doctrine, or any other applicable privilege or protection with respect to any third party. The Parties intend and agree that all Common-Interest Materials shared hereunder are exchanged in furtherance of the Common Interest and are protected from disclosure to third parties by the common-interest doctrine, the attorney-client privilege, the work-product doctrine, and any other applicable privilege or immunity from disclosure. All Common-Interest Materials shall retain their privileged and protected character to the fullest extent permitted by applicable law, including the federal common law of privilege and the laws of the states of New York, Delaware, Washington, California, and any other jurisdiction whose law may be applied to assess the privileged status of such materials.

Section 3.2 — Assertion of Privilege. Each Party shall take reasonable steps to maintain the confidentiality of Common-Interest Materials, including, where appropriate, marking documents exchanged pursuant to this Agreement with the legend "Privileged and Confidential — Common Interest / Attorney-Client Privilege / Work Product" or substantially similar language. In the event that any third party — including any governmental authority, court, regulatory body, arbitral tribunal, private litigant, or other person or entity — seeks the production or disclosure of Common-Interest Materials, whether by request, subpoena, civil investigative demand, discovery request, or other compulsory or voluntary process, the Party receiving such request or demand shall:

(a) promptly notify the other Party and Cascade, in writing, of the nature and scope of the request or demand, and provide copies of the relevant request or demand to the extent permitted by law;

(b) assert all applicable privileges and protections, including the attorney-client privilege, the work-product doctrine, and the common-interest doctrine, with respect to all Common-Interest Materials;

(c) cooperate with the other Party and Cascade in preparing and filing any necessary objections, motions to quash, motions for protective order, or other responsive filings; and

(d) not produce or disclose any Common-Interest Materials without the prior written consent of both Cascade (through its General Counsel or designee) and the other Party, except as may be required by a final, non-appealable court order after the exhaustion of all available objections, appeals, and protective measures.

Section 3.3 — Inadvertent Disclosure. In the event that Common-Interest Materials are inadvertently disclosed to any third party, such inadvertent disclosure shall not operate as a waiver of any privilege or protection applicable to such materials. The Party responsible for or aware of such inadvertent disclosure shall promptly take all reasonable steps to retrieve the inadvertently disclosed materials, reassert all applicable privileges and protections, and notify the other Party and Cascade of the disclosure. The Parties agree to cooperate fully in any efforts to recover inadvertently disclosed materials and to reassert the privileged and protected status thereof, including by invoking the protections of Federal Rule of Evidence 502(b) and any analogous state rules or statutes.

ARTICLE IV

OBLIGATIONS OF THE PARTIES

Section 4.1 — Confidentiality. Each Party agrees to maintain the confidentiality of all Common-Interest Materials and to restrict access to such materials to Participating Attorneys, their paralegals and support staff acting under the direct supervision of Participating Attorneys, and Client Representatives. Common-Interest Materials shall be stored in secure, access-controlled locations (whether physical or electronic) and shall be subject to each firm's standard information-security policies and procedures.

Common-Interest Materials shall not be disclosed to any third party — including, without limitation, other counsel not party to this Agreement, consultants (including Fieldhaven Consulting Group LLC, attention: Marcus Ellerby; and OnPoint Data Solutions Inc.), auditors (including Lakemont Audit Partners LLP, attention: Sheila Brogan), insurance brokers or advisors (including Ridgepoint Insurance Brokers Inc., attention: Nathan Gilroy), or any other person or entity — without the prior written consent of both Parties and Cascade. For purposes of this Section, Cascade's consent may be provided by Cascade's General Counsel (Meredith Tanaka) or her designee (Diana Polk, Associate General Counsel and Interim Chief Privacy Officer).

Section 4.2 — Use Limitation. Common-Interest Materials shall be used solely for the purpose of furthering the Common Interest as defined in this Agreement and providing legal advice to Cascade in connection with the matters described herein. No Party shall use Common-Interest Materials for any purpose adverse to Cascade or adverse to the other Party. No Party shall use Common-Interest Materials in any proceeding or matter other than the matters encompassed by the Common Interest, except with the prior written consent of both the other Party and Cascade.

Section 4.3 — No Joint Representation. This Agreement does not constitute, and shall not be construed as creating, a joint representation of Cascade by C&H and WG. Each firm maintains its independent engagement with Cascade and exercises its own independent professional judgment in the performance of its legal services. C&H's engagement with Cascade is governed by C&H's engagement letter with Cascade dated June 2, 2025 (Matter No. 1038-00010), and the terms and conditions thereof remain in full force and effect. WG's engagement with Cascade is governed by WG's separate engagement arrangements with Cascade, and the terms and conditions thereof remain in full force and effect. Nothing in this Agreement shall be deemed to create any obligation on the part of either firm to consult with or defer to the other firm in the exercise of its professional judgment, except to the extent that such consultation furthers the Common Interest and is directed or requested by Cascade.

Section 4.4 — Coordination Protocol. To facilitate the efficient and effective exchange of Common-Interest Materials, the Parties agree to the following coordination protocol:

(a) Primary Points of Contact. The primary points of contact for coordination under this Agreement shall be:

(1) For C&H: Kevin Ostrowski, Partner, Privacy & Data Security.

(2) For WG: Carolyn J. Marsden, Partner, Corporate & Securities.

(3) For Cascade: Diana Polk, Associate General Counsel and Interim Chief Privacy Officer, with escalation to Meredith Tanaka, General Counsel, as needed or as circumstances warrant.

(b) Coordination Meetings. Either firm may request a coordination call or meeting at any time by contacting the other firm's primary point of contact. The Parties anticipate that coordination meetings will occur on a regular basis during the pendency of the Privacy Compliance Program, and the frequency and format of such meetings shall be determined by mutual agreement of the Participating Attorneys in consultation with Client Representatives.

(c) Documentation. Communications made in connection with coordination under this Agreement should be documented as privileged, and written communications should bear the legend "Privileged and Confidential — Common Interest / Attorney-Client Privilege / Work Product" or substantially similar language. Notes and minutes of coordination meetings, if taken, shall be maintained as Common-Interest Materials.

ARTICLE V

CLIENT CONSENT AND DIRECTION

Section 5.1 — Client Consent. Cascade, through its General Counsel Meredith Tanaka, has authorized and directed both C&H and WG to enter into this Common-Interest Agreement and to share Common-Interest Materials as described herein. Cascade's authorization reflects Cascade's informed judgment that the coordinated sharing of privileged communications and attorney work product between C&H and WG is in Cascade's best interest and will enhance the quality and effectiveness of the legal advice provided to Cascade in connection with the Privacy Compliance Program and the related SEC-disclosure and corporate-governance matters. A copy of Cascade's written consent, in the form of a letter or email communication from Meredith Tanaka, General Counsel of Cascade, is attached hereto as Exhibit A or is otherwise on file with each firm.

Section 5.2 — Client's Superior Rights. Notwithstanding any other provision of this Agreement, Cascade retains the right at any time, in its sole discretion, to:

(a) direct either or both firms to cease sharing specific categories of Common-Interest Materials, whether temporarily or permanently;

(b) modify the scope of the Common Interest, including by narrowing or expanding the subject matter covered by this Agreement;

(c) terminate this Agreement with respect to one or both firms, effective upon written notice to the affected firm or firms; and

(d) provide or withhold consent to the disclosure of Common-Interest Materials to third parties on a case-by-case basis.

In the event of any conflict between the provisions of this Agreement and either firm's obligations to Cascade under applicable rules of professional conduct, ethical rules, or the terms of either firm's engagement with Cascade, the obligations to Cascade shall control, and neither firm shall be required by this Agreement to take any action that would be inconsistent with its duties to Cascade.

ARTICLE VI

TERM AND TERMINATION

Section 6.1 — Effective Date. This Agreement is effective as of June 10, 2025.

Section 6.2 — Term. This Agreement shall remain in effect for so long as both C&H and WG are engaged by Cascade in connection with the matters giving rise to the Common Interest and the Common Interest continues to exist, unless earlier terminated pursuant to Section 6.3 of this Agreement.

Section 6.3 — Termination. This Agreement may be terminated under any of the following circumstances:

(a) By Mutual Agreement. By written agreement of both C&H and WG, with prior notice to Cascade.

(b) By Cascade. By Cascade, upon written notice to both C&H and WG, effective as of the date specified in such notice or, if no date is specified, upon receipt of such notice by both firms.

(c) By Either Party. By either C&H or WG, upon thirty (30) days' prior written notice to the other Party and to Cascade, effective as of the expiration of such thirty-day period.

Section 6.4 — Survival. Termination of this Agreement shall not affect the privileged status of Common-Interest Materials shared prior to the effective date of termination. All obligations of the Parties under Article III (Preservation of Privilege) and Section 4.1 (Confidentiality) and Section 4.2 (Use Limitation) of Article IV shall survive the termination of this Agreement and shall remain in full force and effect with respect to all Common-Interest Materials shared prior to termination, without limitation as to time.

Section 6.5 — Return or Destruction of Materials. Upon the termination of this Agreement, each Party shall, at Cascade's direction, either return to Cascade or destroy all Common-Interest Materials received from the other Party, and shall certify in writing to Cascade and to the other Party that such return or destruction has been completed. Notwithstanding the foregoing, each Party may retain copies of Common-Interest Materials to the extent required by: (i) applicable document-retention policies and procedures; (ii) legal-hold requirements in connection with pending or reasonably anticipated litigation or regulatory proceedings; or (iii) ethical rules governing attorney file retention in the relevant jurisdiction. Any Common-Interest Materials retained pursuant to this Section shall remain subject to the confidentiality and privilege-preservation obligations of this Agreement.

ARTICLE VII

DISPUTE RESOLUTION

Section 7.1 — Good-Faith Consultation. Any dispute, disagreement, or question of interpretation arising under or in connection with this Agreement shall first be addressed through good-faith consultation among the Participating Attorneys and Cascade's General Counsel (or her designee). The Parties agree to make reasonable efforts to resolve any such dispute promptly and cooperatively, with due regard for the interests of Cascade and the preservation of applicable privileges.

Section 7.2 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts-of-law principles thereof. To the extent that the analysis of privilege issues requires reference to the law of another jurisdiction — including, without limitation, the laws of the State of Delaware, the State of Washington, the State of California, or the federal common law of privilege as applied by the courts of the United States — the Parties agree to assert the broadest applicable privilege protections available under any such jurisdiction's law, and to cooperate in presenting a unified position regarding the privileged and protected status of Common-Interest Materials.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 — Entire Agreement. This Agreement constitutes the entire understanding and agreement between C&H and WG regarding the sharing of privileged and protected materials in connection with the Common Interest, and supersedes all prior discussions, negotiations, correspondence, or agreements, whether oral or written, relating to the subject matter hereof. Nothing in this Agreement shall supersede or modify the terms of either firm's engagement letter or engagement arrangements with Cascade, except to the extent expressly provided herein.

Section 8.2 — Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument executed by authorized representatives of both C&H and WG, with the written consent of Cascade (through its General Counsel or designee). No oral modification or waiver of any provision of this Agreement shall be effective.

Section 8.3 — Additional Parties. Additional counsel engaged by Cascade in connection with the Privacy Compliance Program or related SEC-disclosure, litigation, enforcement, or governance matters may be added to this Agreement upon the written consent of C&H, WG, and Cascade, and the execution of a written joinder to this Agreement by the additional counsel, in a form reasonably satisfactory to all existing Parties. Upon execution of such joinder, the additional counsel shall be deemed a "Party" to this Agreement and shall be bound by all of the terms and conditions hereof.

Section 8.4 — No Third-Party Beneficiaries. This Agreement is solely for the benefit of C&H, WG, and Cascade, and their respective successors and permitted assigns. No third party shall have any rights or benefits under this Agreement, and nothing herein shall be construed to confer upon any person or entity other than the Parties and Cascade any right, remedy, or claim under or by reason of this Agreement.

Section 8.5 — Counterparts. This Agreement 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. Delivery of an executed counterpart by electronic means, including by email in portable document format (.pdf) or by electronic signature platforms (including Brightwater Software, Ashford Health IT, or similar platforms), shall be deemed to be as effective as delivery of a manually executed counterpart.

Section 8.6 — Notices. All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be directed as follows:

If to C&H:

Kevin Ostrowski, Partner Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, New York 10022

If to WG:

Carolyn J. Marsden, Partner Whitfield Greaves LLP 1999 K Street NW, Suite 700 Washington, D.C. 20006

If to Cascade:

Meredith Tanaka, General Counsel Cascade Retail Holdings Inc. 4100 Elliott Avenue West, Suite 1200 Seattle, Washington 98119

Notices shall be deemed effective upon receipt, whether delivered by hand, by nationally recognized overnight courier, by electronic mail (with confirmation of receipt), or by United States mail, postage prepaid, certified or registered, return receipt requested. Any Party may change its notice address by providing written notice of such change to the other Parties in accordance with this Section.

IN WITNESS WHEREOF, the undersigned have executed this Common-Interest Agreement as of the date first written above.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Kevin Ostrowski

Title: Partner, Privacy & Data Security

Date: June 10, 2025

WHITFIELD GREAVES LLP

By: ________

Name: Carolyn J. Marsden

Title: Partner, Corporate & Securities

Date: June 10, 2025

ACKNOWLEDGED AND CONSENTED TO BY THE CLIENT:

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Meredith Tanaka

Title: General Counsel

Date: June 10, 2025

EXHIBIT A

CLIENT CONSENT LETTER

(Referenced in Section 5.1 of the Common-Interest Agreement)

The following is a copy of, or placeholder for, the written consent from Meredith Tanaka, General Counsel of Cascade Retail Holdings Inc., authorizing Calderwood & Harkness LLP and Whitfield Greaves LLP to enter into this Common-Interest Agreement and to share privileged materials in furtherance of the Common Interest as defined herein.

June 10, 2025

Kevin Ostrowski, Esq. Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, New York 10022

Carolyn J. Marsden, Esq. Whitfield Greaves LLP 1999 K Street NW, Suite 700 Washington, D.C. 20006

Re: Authorization to Enter into Common-Interest Agreement — Cascade Retail Holdings Inc.

Dear Kevin and Carolyn:

I write on behalf of Cascade Retail Holdings Inc. ("Cascade") in my capacity as General Counsel to confirm Cascade's authorization and direction with respect to the Common-Interest Agreement between Calderwood & Harkness LLP ("C&H") and Whitfield Greaves LLP ("WG"), dated as of the date hereof (the "Agreement").

Cascade has reviewed the Agreement and understands the framework it establishes for the sharing of privileged communications and attorney work product between C&H and WG in furtherance of the common legal interest described therein, including matters related to Cascade's US state-privacy compliance program, SEC disclosure and reporting obligations, and board-governance structuring for privacy oversight.

Cascade hereby authorizes and directs both C&H and WG to enter into the Agreement and to share Common-Interest Materials (as defined therein) in accordance with its terms. Cascade understands that the sharing of such materials between C&H and WG pursuant to the Agreement is intended to be, and shall be treated as, protected by the common-interest doctrine, the attorney-client privilege, the work-product doctrine, and any other applicable privilege or protection, and that such sharing does not constitute a waiver of any such privilege or protection.

Cascade reserves the right to modify or revoke this consent at any time, upon written notice to both C&H and WG, in accordance with Section 5.2 of the Agreement.

Cascade further directs that Diana Polk, Associate General Counsel and Interim Chief Privacy Officer, shall serve as the day-to-day coordination point for matters arising under the Agreement, with escalation to me as needed. Diana is authorized to grant or withhold consent to the disclosure of Common-Interest Materials to third parties on Cascade's behalf, in accordance with the terms of the Agreement.

Please do not hesitate to contact me if you have any questions regarding this authorization.

Sincerely,

________________________________________

Meredith Tanaka General Counsel Cascade Retail Holdings Inc. 4100 Elliott Avenue West, Suite 1200 Seattle, Washington 98119

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / COMMON-INTEREST DOCTRINE / WORK-PRODUCT PROTECTION
COMMON-INTEREST AGREEMENT
Privileged and Confidential Attorney-Client Privilege / Common-Interest Doctrine / Work-Product Protection
Date: June 10, 2025
This Common-Interest Agreement (this "Agreement") is entered into as of June 10, 2025, by and between:
Calderwood & Harkness LLP, a limited liability partnership organized under the laws of the State of New York, with offices at 600 Lexington Avenue, 28th Floor, New York, New York 10022 ("C&H"); and
Whitfield Greaves LLP, a limited liability partnership organized under the laws of the State of Delaware, with offices at 1999 K Street NW, Suite 700, Washington, D.C. 20006 ("WG" and, together with C&H, the "Parties" and each a "Party").
Each of C&H and WG acts as outside counsel to Cascade Retail Holdings Inc., a corporation incorporated under the laws of the State of Delaware and publicly traded on the Nasdaq Stock Market under the ticker symbol "CSRD," with its principal executive offices located at 4100 Elliott Avenue West, Suite 1200, Seattle, Washington 98119 ("Cascade" or the "Client").
RECITALS
WHEREAS:
A. Identification of Cascade. Cascade Retail Holdings Inc. is a publicly traded omnichannel retailer and e-commerce platform, incorporated in the State of Delaware and headquartered in Seattle, Washington. Cascade's common stock is listed on the Nasdaq Stock Market under the ticker symbol "CSRD." Cascade operates through several subsidiaries relevant to the matters addressed by this Agreement, including: (i) Cascade Digital Marketplace LLC, a limited liability company organized under the laws of Delaware; (ii) Ridgeline Fulfillment Services Inc., a corporation organized under the laws of the State of Washington; (iii) Peakview Analytics Inc., a corporation organized under the laws of the State of Delaware; and (iv) Cascade Rewards Corp., a corporation organized under the laws of the State of Delaware. The General Counsel of Cascade is Meredith Tanaka. The day-to-day client lead for the matters addressed by this Agreement is Diana Polk, Associate General Counsel, who also serves as Cascade's Interim Chief Privacy Officer.
B. C&H's Engagement. Effective June 2, 2025, Cascade engaged C&H to design, build, and implement a comprehensive United States state-privacy compliance program covering the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020) (the "CCPA/CPRA") and the expanding patchwork of state privacy statutes across all jurisdictions in which Cascade conducts business or otherwise processes personal information of residents — currently encompassing nineteen (19) applicable state privacy statutes (together with the CCPA/CPRA, the "Applicable Privacy Laws"). C&H's engagement is maintained under C&H Matter Number 1038-00010 within C&H's Privacy & Data Security Practice Group. The C&H engagement team consists of Kevin Ostrowski (Responsible Partner), Rachel Bernstein (Billing Partner), Alan Burke (Lead Associate), and Sara Hendricks (Working Associate). The engagement encompasses two phases: Phase 1, which includes assessment, gap analysis, policy drafting, vendor-contract templates, and training materials, to be completed through December 31, 2025; and Phase 2, which includes implementation support, to be performed from January 1 through June 30, 2026 (collectively, the "Privacy Compliance Program" or the "Program").
C. WG's Engagement. Whitfield Greaves LLP serves as Cascade's longstanding outside counsel for corporate and securities matters. The lead partner for the matters addressed by this Agreement is Carolyn J. Marsden, a partner in WG's Corporate & Securities practice. In connection with the Privacy Compliance Program, WG's role includes advising Cascade on the implications of the Program for Cascade's disclosure obligations under the federal securities laws — including periodic-report risk-factor and Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") disclosures — as well as board-governance structuring for privacy oversight, and related corporate-governance matters.
D. Overlapping Subject Matter and Common Legal Interest. C&H and WG represent the same client, Cascade, but in different and complementary capacities: C&H serves as privacy and data-security counsel, and WG serves as corporate and securities counsel. The Privacy Compliance Program raises issues that implicate both firms' respective areas of responsibility, and effective representation of Cascade requires coordinated communication and the sharing of privileged materials between the two firms. Without limitation, the areas of overlap include the following:
(i) SEC Disclosure Obligations. The Privacy Compliance Program gives rise to potential disclosure obligations under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including disclosure of privacy-related risks, Cascade's regulatory history (including the Federal Trade Commission Civil Investigative Demand, File No. 232-0147, issued September 14, 2023 and closed April 3, 2024, and a California Attorney General informal inquiry dated February 6, 2024), and compliance-program expenditures, in each case in Cascade's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and, if applicable, Current Reports on Form 8-K.
(ii) Board-Governance Structuring. The development and adoption of a Privacy Governance Charter by Cascade's Board of Directors, currently targeted for the November 13, 2025 regularly scheduled board meeting; the formalization of Chief Privacy Officer reporting lines (reporting to General Counsel Meredith Tanaka with a dotted-line reporting relationship to Chief Executive Officer Thomas R. Cavanaugh); and the establishment of quarterly oversight and reporting obligations for the Audit & Risk Committee of the Board of Directors (chaired by Director Ellen Marchetti).
(iii) Material-Risk Disclosure. The assessment and potential disclosure of material risks related to Cascade's data-sharing practices, which currently involve forty-seven (47) third-party advertising and analytics partners, twenty-three (23) of which lack executed data-processing agreements; Cascade's processing of sensitive personal information without required consent mechanisms; and Cascade's advertising relationship with Thornbridge Media Corp. (FY2024 advertising spend: $18.4 million).
(iv) Interplay Between Compliance Readiness and Reporting. The interrelationship between the timeline and milestones of the Privacy Compliance Program and Cascade's ongoing SEC reporting obligations, such that the status and progress of the Program may require disclosure or affect the accuracy of risk-factor and MD&A disclosures in periodic reports.
It is in the interest of Cascade, as the mutual client of both C&H and WG, that both firms be able to share relevant privileged communications and attorney work product freely and without risk of waiving applicable privileges.
E. Legal Basis. The common-interest doctrine (also referred to in certain jurisdictions as the joint-defense privilege or the allied-litigant doctrine) permits parties sharing a common legal interest to exchange privileged communications and work product without waiving the attorney-client privilege or work-product protection, provided that the communications are made in furtherance of that shared common legal interest. The common-interest doctrine has been recognized under the federal common law of privilege and under the laws of the states of New York, Delaware, Washington, and California, among other jurisdictions. Both C&H and WG desire to memorialize their understanding and agreement regarding the sharing of such materials, and to establish a framework to protect and preserve the privileged and protected character of all communications exchanged pursuant to this Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants and agreements set forth herein, and intending to be legally bound, the Parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 — "Common Interest." As used in this Agreement, the term "Common Interest" means the shared legal interest of C&H and WG in providing coordinated legal advice to Cascade regarding: (a) the design, development, and implementation of the Privacy Compliance Program, including the assessment, gap analysis, policy drafting, vendor-contract template development, training, and ongoing implementation support contemplated thereby; (b) the SEC disclosure and reporting implications thereof, including the preparation, review, and revision of risk-factor, MD&A, and other periodic-report disclosures related to privacy, data security, and regulatory matters; (c) the structuring of board and corporate-governance mechanisms related to privacy oversight, including the development and adoption of the Privacy Governance Charter, the formalization of Chief Privacy Officer reporting lines, and the establishment of Audit & Risk Committee oversight and reporting frameworks; and (d) the assessment and mitigation of regulatory, litigation, and enforcement risks arising from Cascade's data-privacy practices, data-sharing arrangements, vendor relationships, and related matters.
Section 1.2 — "Common-Interest Materials." As used in this Agreement, the term "Common-Interest Materials" means all communications, memoranda, analyses, draft documents, notes, correspondence, attorney work product (whether opinion work product or fact work product), and other materials — whether oral, written, or electronic — that are shared between or among C&H and WG (and their respective attorneys, paralegals, staff, and agents) in furtherance of the Common Interest. Common-Interest Materials include, without limitation:
(i) privileged attorney-client communications between either firm and Cascade that are shared with the other firm in furtherance of the Common Interest;
(ii) attorney work product prepared by either firm and shared with the other firm in furtherance of the Common Interest, including legal memoranda, research analyses, strategy documents, risk assessments, and draft legal opinions;
(iii) joint memoranda, analyses, or draft documents prepared collaboratively by attorneys of both firms;
(iv) communications regarding the Privacy Governance Charter, proposed board resolutions, Audit & Risk Committee reporting templates, and related board-governance materials;
(v) communications concerning the SEC disclosure of privacy-related risks, the treatment of regulatory inquiries and enforcement history, and the disclosure of compliance-program expenditures in Cascade's periodic reports; and
(vi) such other communications and materials as the Parties may mutually agree constitute Common-Interest Materials within the scope of this Agreement.
Section 1.3 — "Participating Attorneys." As used in this Agreement, the term "Participating Attorneys" means the following attorneys designated by each Party to participate in the exchange of Common-Interest Materials:
(a) For C&H: Kevin Ostrowski (Partner, Privacy & Data Security), Rachel Bernstein (Partner, Privacy & Data Security), Alan Burke (Senior Associate, Privacy & Data Security), Sara Hendricks (Associate, Privacy & Data Security), and such additional attorneys of C&H as C&H may designate from time to time by written notice to WG and Cascade.
(b) For WG: Carolyn J. Marsden (Partner, Corporate & Securities), and such additional attorneys of WG as WG may designate from time to time by written notice to C&H and Cascade.
Section 1.4 — "Client Representatives." As used in this Agreement, the term "Client Representatives" means Meredith Tanaka (General Counsel of Cascade), Diana Polk (Associate General Counsel and Interim Chief Privacy Officer of Cascade), and such other officers or employees of Cascade as Cascade's General Counsel may designate in writing from time to time.
ARTICLE II
SCOPE AND PURPOSE
Section 2.1 — Purpose. The purpose of this Agreement is to establish a framework under which C&H and WG may share Common-Interest Materials for the sole purpose of providing coordinated, effective legal advice to their mutual client, Cascade, in connection with the Privacy Compliance Program and the SEC-disclosure and corporate-governance matters related thereto. The Parties recognize that the effective representation of Cascade in the overlapping areas described in the Recitals requires the free exchange of privileged communications and work product between C&H and WG, and that such exchange, when conducted pursuant to the common-interest doctrine and this Agreement, does not constitute a waiver of any applicable privilege or protection.
Section 2.2 — Scope of Matters Covered. The specific topics and subject matter within the scope of this Agreement include, but are not limited to, the following:
(a) Gap-Analysis Findings and Remediation Plans. C&H's gap-analysis findings and remediation plans under the CCPA/CPRA and eighteen (18) additional state privacy statutes, to the extent that such findings and plans are relevant to the assessment and disclosure of material risks in Cascade's SEC filings or to the structuring of board-governance mechanisms for privacy oversight.
(b) Regulatory History — Disclosure Implications. The disclosure implications and risk-factor drafting considerations arising from Cascade's regulatory history, including (i) the Federal Trade Commission Civil Investigative Demand, File No. 232-0147, issued September 14, 2023 and closed April 3, 2024, and (ii) the California Attorney General informal inquiry, dated February 6, 2024, to which Cascade submitted a response on March 8, 2024.
(c) Privacy Governance Charter and Board-Governance Structuring. The development of the Privacy Governance Charter for presentation and adoption at the Cascade Board of Directors' regularly scheduled meeting on November 13, 2025, including: the design of the Chief Privacy Officer role and associated reporting structures (reporting to General Counsel Meredith Tanaka with a dotted-line reporting relationship to Chief Executive Officer Thomas R. Cavanaugh); the establishment of an oversight framework for the Audit & Risk Committee of the Board of Directors (chaired by Director Ellen Marchetti); and the development of quarterly reporting templates and compliance-metric dashboards for board-level oversight.
(d) Board Presentation Materials. The preparation and review of board presentation materials summarizing the status of the Privacy Compliance Program, compliance metrics, program budget (including the Phase 1 fee cap of $2,600,000 payable to C&H; the Fieldhaven Consulting Group LLC statement of work in the amount of $3,150,000; and the OnPoint Data Solutions Inc. consent-management platform contract in the amount of $1,440,000), and the regulatory-risk landscape.
(e) Litigation and Enforcement Risk Assessment. The assessment of litigation and enforcement risk arising from Cascade's data-privacy practices, including the evaluation of cyber and privacy-liability insurance coverage under Cascade's policy with Northcastle Indemnity Company (policy limits: $25 million per occurrence / $50 million annual aggregate; policy period: July 1, 2025 through June 30, 2026; annual premium: $1,340,000; brokered by Ridgepoint Insurance Brokers Inc., account executive Nathan Gilroy).
(f) SEC Periodic-Report Disclosure. The drafting, review, and revision of Cascade's SEC periodic-report disclosures (Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and, if applicable, Current Reports on Form 8-K) regarding privacy-compliance expenditures, data-processing risks, vendor dependencies, and regulatory matters, to the extent that such disclosures implicate or are informed by the Privacy Compliance Program.
Section 2.3 — Limitations. Notwithstanding any other provision of this Agreement:
(a) This Agreement does not create an attorney-client relationship between C&H and WG. Each firm's attorney-client relationship is solely with Cascade, and nothing herein shall be construed to alter or expand the scope of either firm's engagement with Cascade.
(b) This Agreement does not authorize the sharing of materials outside the scope of the Common Interest. Any sharing of privileged or protected materials that falls outside the scope of the Common Interest as defined herein shall be governed by the applicable engagement letters and the instructions of Cascade's General Counsel.
(c) Neither C&H nor WG is authorized by this Agreement to waive, or to take any action that would constitute a waiver of, any privilege or protection belonging to Cascade or to the other Party.
ARTICLE III
PRESERVATION OF PRIVILEGE
Section 3.1 — No Waiver. The sharing of Common-Interest Materials between C&H and WG pursuant to this Agreement shall not constitute a waiver of the attorney-client privilege, the work-product doctrine, or any other applicable privilege or protection with respect to any third party. The Parties intend and agree that all Common-Interest Materials shared hereunder are exchanged in furtherance of the Common Interest and are protected from disclosure to third parties by the common-interest doctrine, the attorney-client privilege, the work-product doctrine, and any other applicable privilege or immunity from disclosure. All Common-Interest Materials shall retain their privileged and protected character to the fullest extent permitted by applicable law, including the federal common law of privilege and the laws of the states of New York, Delaware, Washington, California, and any other jurisdiction whose law may be applied to assess the privileged status of such materials.
Section 3.2 — Assertion of Privilege. Each Party shall take reasonable steps to maintain the confidentiality of Common-Interest Materials, including, where appropriate, marking documents exchanged pursuant to this Agreement with the legend "Privileged and Confidential — Common Interest / Attorney-Client Privilege / Work Product" or substantially similar language. In the event that any third party — including any governmental authority, court, regulatory body, arbitral tribunal, private litigant, or other person or entity — seeks the production or disclosure of Common-Interest Materials, whether by request, subpoena, civil investigative demand, discovery request, or other compulsory or voluntary process, the Party receiving such request or demand shall:
(a) promptly notify the other Party and Cascade, in writing, of the nature and scope of the request or demand, and provide copies of the relevant request or demand to the extent permitted by law;
(b) assert all applicable privileges and protections, including the attorney-client privilege, the work-product doctrine, and the common-interest doctrine, with respect to all Common-Interest Materials;
(c) cooperate with the other Party and Cascade in preparing and filing any necessary objections, motions to quash, motions for protective order, or other responsive filings; and
(d) not produce or disclose any Common-Interest Materials without the prior written consent of both Cascade (through its General Counsel or designee) and the other Party, except as may be required by a final, non-appealable court order after the exhaustion of all available objections, appeals, and protective measures.
Section 3.3 — Inadvertent Disclosure. In the event that Common-Interest Materials are inadvertently disclosed to any third party, such inadvertent disclosure shall not operate as a waiver of any privilege or protection applicable to such materials. The Party responsible for or aware of such inadvertent disclosure shall promptly take all reasonable steps to retrieve the inadvertently disclosed materials, reassert all applicable privileges and protections, and notify the other Party and Cascade of the disclosure. The Parties agree to cooperate fully in any efforts to recover inadvertently disclosed materials and to reassert the privileged and protected status thereof, including by invoking the protections of Federal Rule of Evidence 502(b) and any analogous state rules or statutes.
ARTICLE IV
OBLIGATIONS OF THE PARTIES
Section 4.1 — Confidentiality. Each Party agrees to maintain the confidentiality of all Common-Interest Materials and to restrict access to such materials to Participating Attorneys, their paralegals and support staff acting under the direct supervision of Participating Attorneys, and Client Representatives. Common-Interest Materials shall be stored in secure, access-controlled locations (whether physical or electronic) and shall be subject to each firm's standard information-security policies and procedures.
Common-Interest Materials shall not be disclosed to any third party — including, without limitation, other counsel not party to this Agreement, consultants (including Fieldhaven Consulting Group LLC, attention: Marcus Ellerby; and OnPoint Data Solutions Inc.), auditors (including Lakemont Audit Partners LLP, attention: Sheila Brogan), insurance brokers or advisors (including Ridgepoint Insurance Brokers Inc., attention: Nathan Gilroy), or any other person or entity — without the prior written consent of both Parties and Cascade. For purposes of this Section, Cascade's consent may be provided by Cascade's General Counsel (Meredith Tanaka) or her designee (Diana Polk, Associate General Counsel and Interim Chief Privacy Officer).
Section 4.2 — Use Limitation. Common-Interest Materials shall be used solely for the purpose of furthering the Common Interest as defined in this Agreement and providing legal advice to Cascade in connection with the matters described herein. No Party shall use Common-Interest Materials for any purpose adverse to Cascade or adverse to the other Party. No Party shall use Common-Interest Materials in any proceeding or matter other than the matters encompassed by the Common Interest, except with the prior written consent of both the other Party and Cascade.
Section 4.3 — No Joint Representation. This Agreement does not constitute, and shall not be construed as creating, a joint representation of Cascade by C&H and WG. Each firm maintains its independent engagement with Cascade and exercises its own independent professional judgment in the performance of its legal services. C&H's engagement with Cascade is governed by C&H's engagement letter with Cascade dated June 2, 2025 (Matter No. 1038-00010), and the terms and conditions thereof remain in full force and effect. WG's engagement with Cascade is governed by WG's separate engagement arrangements with Cascade, and the terms and conditions thereof remain in full force and effect. Nothing in this Agreement shall be deemed to create any obligation on the part of either firm to consult with or defer to the other firm in the exercise of its professional judgment, except to the extent that such consultation furthers the Common Interest and is directed or requested by Cascade.
Section 4.4 — Coordination Protocol. To facilitate the efficient and effective exchange of Common-Interest Materials, the Parties agree to the following coordination protocol:
(a) Primary Points of Contact. The primary points of contact for coordination under this Agreement shall be:
(1) For C&H: Kevin Ostrowski, Partner, Privacy & Data Security.
(2) For WG: Carolyn J. Marsden, Partner, Corporate & Securities.
(3) For Cascade: Diana Polk, Associate General Counsel and Interim Chief Privacy Officer, with escalation to Meredith Tanaka, General Counsel, as needed or as circumstances warrant.
(b) Coordination Meetings. Either firm may request a coordination call or meeting at any time by contacting the other firm's primary point of contact. The Parties anticipate that coordination meetings will occur on a regular basis during the pendency of the Privacy Compliance Program, and the frequency and format of such meetings shall be determined by mutual agreement of the Participating Attorneys in consultation with Client Representatives.
(c) Documentation. Communications made in connection with coordination under this Agreement should be documented as privileged, and written communications should bear the legend "Privileged and Confidential — Common Interest / Attorney-Client Privilege / Work Product" or substantially similar language. Notes and minutes of coordination meetings, if taken, shall be maintained as Common-Interest Materials.
ARTICLE V
CLIENT CONSENT AND DIRECTION
Section 5.1 — Client Consent. Cascade, through its General Counsel Meredith Tanaka, has authorized and directed both C&H and WG to enter into this Common-Interest Agreement and to share Common-Interest Materials as described herein. Cascade's authorization reflects Cascade's informed judgment that the coordinated sharing of privileged communications and attorney work product between C&H and WG is in Cascade's best interest and will enhance the quality and effectiveness of the legal advice provided to Cascade in connection with the Privacy Compliance Program and the related SEC-disclosure and corporate-governance matters. A copy of Cascade's written consent, in the form of a letter or email communication from Meredith Tanaka, General Counsel of Cascade, is attached hereto as Exhibit A or is otherwise on file with each firm.
Section 5.2 — Client's Superior Rights. Notwithstanding any other provision of this Agreement, Cascade retains the right at any time, in its sole discretion, to:
(a) direct either or both firms to cease sharing specific categories of Common-Interest Materials, whether temporarily or permanently;
(b) modify the scope of the Common Interest, including by narrowing or expanding the subject matter covered by this Agreement;
(c) terminate this Agreement with respect to one or both firms, effective upon written notice to the affected firm or firms; and
(d) provide or withhold consent to the disclosure of Common-Interest Materials to third parties on a case-by-case basis.
In the event of any conflict between the provisions of this Agreement and either firm's obligations to Cascade under applicable rules of professional conduct, ethical rules, or the terms of either firm's engagement with Cascade, the obligations to Cascade shall control, and neither firm shall be required by this Agreement to take any action that would be inconsistent with its duties to Cascade.
ARTICLE VI
TERM AND TERMINATION
Section 6.1 — Effective Date. This Agreement is effective as of June 10, 2025.
Section 6.2 — Term. This Agreement shall remain in effect for so long as both C&H and WG are engaged by Cascade in connection with the matters giving rise to the Common Interest and the Common Interest continues to exist, unless earlier terminated pursuant to Section 6.3 of this Agreement.
Section 6.3 — Termination. This Agreement may be terminated under any of the following circumstances:
(a) By Mutual Agreement. By written agreement of both C&H and WG, with prior notice to Cascade.
(b) By Cascade. By Cascade, upon written notice to both C&H and WG, effective as of the date specified in such notice or, if no date is specified, upon receipt of such notice by both firms.
(c) By Either Party. By either C&H or WG, upon thirty (30) days' prior written notice to the other Party and to Cascade, effective as of the expiration of such thirty-day period.
Section 6.4 — Survival. Termination of this Agreement shall not affect the privileged status of Common-Interest Materials shared prior to the effective date of termination. All obligations of the Parties under Article III (Preservation of Privilege) and Section 4.1 (Confidentiality) and Section 4.2 (Use Limitation) of Article IV shall survive the termination of this Agreement and shall remain in full force and effect with respect to all Common-Interest Materials shared prior to termination, without limitation as to time.
Section 6.5 — Return or Destruction of Materials. Upon the termination of this Agreement, each Party shall, at Cascade's direction, either return to Cascade or destroy all Common-Interest Materials received from the other Party, and shall certify in writing to Cascade and to the other Party that such return or destruction has been completed. Notwithstanding the foregoing, each Party may retain copies of Common-Interest Materials to the extent required by: (i) applicable document-retention policies and procedures; (ii) legal-hold requirements in connection with pending or reasonably anticipated litigation or regulatory proceedings; or (iii) ethical rules governing attorney file retention in the relevant jurisdiction. Any Common-Interest Materials retained pursuant to this Section shall remain subject to the confidentiality and privilege-preservation obligations of this Agreement.
ARTICLE VII
DISPUTE RESOLUTION
Section 7.1 — Good-Faith Consultation. Any dispute, disagreement, or question of interpretation arising under or in connection with this Agreement shall first be addressed through good-faith consultation among the Participating Attorneys and Cascade's General Counsel (or her designee). The Parties agree to make reasonable efforts to resolve any such dispute promptly and cooperatively, with due regard for the interests of Cascade and the preservation of applicable privileges.
Section 7.2 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts-of-law principles thereof. To the extent that the analysis of privilege issues requires reference to the law of another jurisdiction — including, without limitation, the laws of the State of Delaware, the State of Washington, the State of California, or the federal common law of privilege as applied by the courts of the United States — the Parties agree to assert the broadest applicable privilege protections available under any such jurisdiction's law, and to cooperate in presenting a unified position regarding the privileged and protected status of Common-Interest Materials.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 — Entire Agreement. This Agreement constitutes the entire understanding and agreement between C&H and WG regarding the sharing of privileged and protected materials in connection with the Common Interest, and supersedes all prior discussions, negotiations, correspondence, or agreements, whether oral or written, relating to the subject matter hereof. Nothing in this Agreement shall supersede or modify the terms of either firm's engagement letter or engagement arrangements with Cascade, except to the extent expressly provided herein.
Section 8.2 — Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument executed by authorized representatives of both C&H and WG, with the written consent of Cascade (through its General Counsel or designee). No oral modification or waiver of any provision of this Agreement shall be effective.
Section 8.3 — Additional Parties. Additional counsel engaged by Cascade in connection with the Privacy Compliance Program or related SEC-disclosure, litigation, enforcement, or governance matters may be added to this Agreement upon the written consent of C&H, WG, and Cascade, and the execution of a written joinder to this Agreement by the additional counsel, in a form reasonably satisfactory to all existing Parties. Upon execution of such joinder, the additional counsel shall be deemed a "Party" to this Agreement and shall be bound by all of the terms and conditions hereof.
Section 8.4 — No Third-Party Beneficiaries. This Agreement is solely for the benefit of C&H, WG, and Cascade, and their respective successors and permitted assigns. No third party shall have any rights or benefits under this Agreement, and nothing herein shall be construed to confer upon any person or entity other than the Parties and Cascade any right, remedy, or claim under or by reason of this Agreement.
Section 8.5 — Counterparts. This Agreement 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. Delivery of an executed counterpart by electronic means, including by email in portable document format (.pdf) or by electronic signature platforms (including Brightwater Software, Ashford Health IT, or similar platforms), shall be deemed to be as effective as delivery of a manually executed counterpart.
Section 8.6 — Notices. All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be directed as follows:
If to C&H:
Kevin Ostrowski, Partner Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, New York 10022
If to WG:
Carolyn J. Marsden, Partner Whitfield Greaves LLP 1999 K Street NW, Suite 700 Washington, D.C. 20006
If to Cascade:
Meredith Tanaka, General Counsel Cascade Retail Holdings Inc. 4100 Elliott Avenue West, Suite 1200 Seattle, Washington 98119
Notices shall be deemed effective upon receipt, whether delivered by hand, by nationally recognized overnight courier, by electronic mail (with confirmation of receipt), or by United States mail, postage prepaid, certified or registered, return receipt requested. Any Party may change its notice address by providing written notice of such change to the other Parties in accordance with this Section.
IN WITNESS WHEREOF, the undersigned have executed this Common-Interest Agreement as of the date first written above.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Kevin Ostrowski
Title: Partner, Privacy & Data Security
Date: June 10, 2025
WHITFIELD GREAVES LLP
By: ________
Name: Carolyn J. Marsden
Title: Partner, Corporate & Securities
Date: June 10, 2025
ACKNOWLEDGED AND CONSENTED TO BY THE CLIENT:
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Meredith Tanaka
Title: General Counsel
Date: June 10, 2025
EXHIBIT A
CLIENT CONSENT LETTER
(Referenced in Section 5.1 of the Common-Interest Agreement)
The following is a copy of, or placeholder for, the written consent from Meredith Tanaka, General Counsel of Cascade Retail Holdings Inc., authorizing Calderwood & Harkness LLP and Whitfield Greaves LLP to enter into this Common-Interest Agreement and to share privileged materials in furtherance of the Common Interest as defined herein.
June 10, 2025
Kevin Ostrowski, Esq. Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, New York 10022
Carolyn J. Marsden, Esq. Whitfield Greaves LLP 1999 K Street NW, Suite 700 Washington, D.C. 20006
Re: Authorization to Enter into Common-Interest Agreement — Cascade Retail Holdings Inc.
Dear Kevin and Carolyn:
I write on behalf of Cascade Retail Holdings Inc. ("Cascade") in my capacity as General Counsel to confirm Cascade's authorization and direction with respect to the Common-Interest Agreement between Calderwood & Harkness LLP ("C&H") and Whitfield Greaves LLP ("WG"), dated as of the date hereof (the "Agreement").
Cascade has reviewed the Agreement and understands the framework it establishes for the sharing of privileged communications and attorney work product between C&H and WG in furtherance of the common legal interest described therein, including matters related to Cascade's US state-privacy compliance program, SEC disclosure and reporting obligations, and board-governance structuring for privacy oversight.
Cascade hereby authorizes and directs both C&H and WG to enter into the Agreement and to share Common-Interest Materials (as defined therein) in accordance with its terms. Cascade understands that the sharing of such materials between C&H and WG pursuant to the Agreement is intended to be, and shall be treated as, protected by the common-interest doctrine, the attorney-client privilege, the work-product doctrine, and any other applicable privilege or protection, and that such sharing does not constitute a waiver of any such privilege or protection.
Cascade reserves the right to modify or revoke this consent at any time, upon written notice to both C&H and WG, in accordance with Section 5.2 of the Agreement.
Cascade further directs that Diana Polk, Associate General Counsel and Interim Chief Privacy Officer, shall serve as the day-to-day coordination point for matters arising under the Agreement, with escalation to me as needed. Diana is authorized to grant or withhold consent to the disclosure of Common-Interest Materials to third parties on Cascade's behalf, in accordance with the terms of the Agreement.
Please do not hesitate to contact me if you have any questions regarding this authorization.
Sincerely,
________________________________________
Meredith Tanaka General Counsel Cascade Retail Holdings Inc. 4100 Elliott Avenue West, Suite 1200 Seattle, Washington 98119

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / COMMON-INTEREST DOCTRINE / WORK-PRODUCT PROTECTION

COMMON-INTEREST AGREEMENT

RECITALS

WHEREAS:

ARTICLE I

DEFINITIONS

ARTICLE II

SCOPE AND PURPOSE

ARTICLE III

PRESERVATION OF PRIVILEGE

ARTICLE IV

OBLIGATIONS OF THE PARTIES

ARTICLE V

CLIENT CONSENT AND DIRECTION

ARTICLE VI

TERM AND TERMINATION

ARTICLE VII

DISPUTE RESOLUTION

ARTICLE VIII

MISCELLANEOUS

CALDERWOOD & HARKNESS LLP

WHITFIELD GREAVES LLP

ACKNOWLEDGED AND CONSENTED TO BY THE CLIENT:

CASCADE RETAIL HOLDINGS INC.

EXHIBIT A

CLIENT CONSENT LETTER

Record

Parties

Dates

Amounts