Contract analysis

I. CREDIT AND LOAN DOCUMENTS 1 | I. Credit and Loan Documents | Credit Agreement — Execution version dated May 4, 2023 (effective May 19, 2023), among CRH and CROC as Borrowers, CDC, COS and CFS as Guarantors, the Lenders, and Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent. $300,000,000 aggregate revolving commitments; Adjusted Term SOFR + 300 bps; maturity May 19, 2028. | CRH, CROC, CDC, COS

II. CORPORATE / ORGANIZATIONAL DOCUMENTS — BORROWERS 9 | II. Corporate / Organizational Documents — Borrowers | Secretary's Certificate of Cascade Retail Holdings Inc. — attaching (i) Certificate of Incorporation (certified by DE SOS), (ii) Bylaws, (iii) Board of Directors resolutions dated February 27, 2023 authorizing the $300M ABL and designating Nathaniel Voss (CEO) and Elena Kowalski (CFO) as authorized signator

III. CORPORATE / ORGANIZATIONAL DOCUMENTS — GUARANTORS 15 | III. Corporate / Organizational Documents — Guarantors | Secretary's Certificate of Cascade Digital Commerce Inc. — attaching organizational documents, resolutions authorizing Guaranty and Security Agreements, and incumbency certificate | Authorized officer of CDC | R | R | P/E | N/A | Complete | 2023-05-19 | DE corporation; EIN: 84-3720158; 500 Fremont Stre

IV. SECURITY / COLLATERAL DOCUMENTS 25 | IV. Security / Collateral Documents | Perfection Certificate executed by authorized officers of each Loan Party (CRH, CROC, CDC, COS, CFS) — setting forth legal names, prior names, jurisdictions, EINs, principal offices, locations of inventory/equipment, deposit accounts, IP, and commercial tort claims | CRH, CROC, CDC, COS, CFS | P | R | E | N/A | Complete | 2023-05-04 | Date

V. UCC FILINGS 30 | V. UCC Filings | UCC-1 Financing Statement — Delaware Secretary of State; Debtor: Cascade Retail Holdings Inc.; Secured Party: Crescent Harbor Bank, N.A. as Collateral Agent | CHB (as Collateral Agent) | P | N/A | N/A | N/A | Complete | 2023-05-19 | Filing No. 2023-1947291 31 | V. UCC Filings | UCC-1 Financing Statement — Delaware Secretary of State; Debtor: Cascade Retail Operating Company LLC; S

VI. PAYOFF / RELEASE DOCUMENTS 38 | VI. Payoff / Release Documents | Payoff Letter — Harborview Lending Group, LLC, setting forth payoff amount of $112,450,000 (principal, accrued interest, and fees) for existing $175,000,000 revolving ABL facility, wire instructions, and agreement to deliver UCC-3 termination statements and lien releases | Harborview Lending Group, LLC (Steven Calloway, VP); CRH; CHB | R | R | E | R

VII. OFFICER'S AND COMPLIANCE CERTIFICATES 42 | VII. Officer's and Compliance Certificates | Officer's Certificate of CRH and CROC — executed by Elena Kowalski (CFO) certifying (i) truth of representations and warranties, (ii) no Default or Event of Default, (iii) all conditions precedent under Article IV satisfied, and (iv) closing Borrowing Base Certificate showing Net Borrowing Base of $326,400,000 | Elena Kowalsk

VIII. LEGAL OPINIONS 46 | VIII. Legal Opinions | Legal Opinion of Calderwood & Harkness LLP (Borrower's Counsel) — addressed to CHB as Administrative Agent and the Lenders, opining on (i) due organization and good standing, (ii) corporate/LLC power and authority, (iii) due authorization, execution and delivery, (iv) enforceability (subject to customary qualifications), (v) no conflicts, (vi) creation and perfection o

IX. FINANCIAL DELIVERABLES 48 | IX. Financial Deliverables | Audited Financial Statements of CRH and Subsidiaries for FY2022 (FYE December 31, 2022) — Revenue ~$1.82 billion; Total Assets ~$1.14 billion; Consolidated EBITDA $148,500,000; Fixed Charges $87,200,000; FCCR 1.70:1.00 | Kessler & Hodge LLP (Richard Gundersen, Lead Engagement Partner) | N/A | N/A | P | R | Complete | 2023-04-01 | Delivered with audit opinio

X. INSURANCE DELIVERABLES 52 | X. Insurance Deliverables | Insurance Certificate — evidence of property & casualty coverage from Pinnacle Assurance Company with CHB as Collateral Agent named as loss payee and additional insured | Strathmore Corporation Greaves & Co. (insurance broker); Pinnacle Assurance Company | R | R | P | R | Complete | 2023-05-19 | Arranged by Strathmore Corporation Greaves & Co., 311 South Wack

XI. THIRD-PARTY CONSENTS AND MISCELLANEOUS 55 | XI. Third-Party Consents and Miscellaneous | Mandate Letter executed by CRH and Crescent Harbor Bank, N.A. dated March 6, 2023 | CRH, CHB | R | N/A | E | E | Complete | 2023-03-06 56 | XI. Third-Party Consents and Miscellaneous | Fee Letter between CRH and Crescent Harbor Bank, N.A. — upfront fee of 50 bps ($1,500,000 total); agent fee of $150,000/yr; LC fronting fee of

XII. POST-CLOSING OBLIGATIONS 62 | XII. Post-Closing Obligations | Landlord Waivers / Collateral Access Agreements for 12 specified retail and distribution center locations (including Kent, WA DC at 18700 72nd Avenue South; Reno, NV DC at 4500 Logistics Parkway; Columbus, OH DC at 7200 Alum Creek Drive) | CRH, respective landlords, CHB (as Collateral Agent) | P | R | E | R | Post-Closing | 2023-07-18 | Due within 60