Contract analysis

I. Introduction and Executive Summary We are pleased to provide this memorandum summarizing the successful closing, on May 19, 2023, of the $300,000,000 Senior Secured Asset-Based Revolving Credit Facility (the "Facility") governed by the Credit Agreement dated as of May 4, 2023 (the "Credit Agreement"), which became effective on the Closing Date of May 19, 2023. This memorandum is intended to serve as a comprehensiv

II. Key Transaction Terms A. Facility Overview The Facility is structured as a senior secured asset-based revolving credit facility providing the Co-Borrowers with a maximum aggregate revolving commitment of $300,000,000. The Facility has a five-year term, maturing on May 19, 2028 (the "Maturity Date"). As a revolving facility, there is no scheduled amortization; the Co-Borrowers may borrow, repay, and reborrow amoun

III. Collateral The obligations of the Co-Borrowers and the Guarantors under the Facility are secured by a first-priority security interest granted by all Loan Parties (CRH, CROC, CDC, COS, and CFS) in favor of CHB, in its capacity as Collateral Agent for the benefit of the Secured Parties, in the following categories of assets: • All accounts receivable, whether now owned or hereafter acquired; • All inventory, incl

IV. UCC Filings and Perfection Perfection of the security interests was accomplished through the filing of UCC-1 Financing Statements and the execution of deposit account control agreements, as detailed below. UCC-1 Financing Statements Filed The following UCC-1 Financing Statements were filed on or prior to the Closing Date, each naming Crescent Harbor Bank, N.A., as Collateral Agent, as the Secured Party: Filing ac

1. CRH Operating Account — maintained at Meridian Trust Company, N.A. (1001 Fourth Avenue, Suite 500, Seattle, Washington 98154). This is the primary operating account of CRH into which working capital proceeds from the initial draw were deposited.

2. CROC Collections Account — maintained at Crescent Harbor Bank, N.A. This account receives collections on accounts receivable generated by CROC.

3. CRH Concentration Account — maintained at Crescent Harbor Bank, N.A. This is the designated concentration account into which funds from other controlled accounts are swept during a cash dominion period for application against the outstanding obligations.

4. CDC Collections Account — maintained at Northgate Capital Bank. This account receives collections on accounts receivable generated by CDC's digital commerce operations. Each DACA has been executed by the applicable Loan Party, the depository bank, and the Collateral Agent. Under each DACA, the depository bank acknowledges the Collateral Agent's control over the account and agrees to comply with the Collateral Agen

V. Closing-Date Funding and Payoff A. Initial Draw On the Closing Date, the Co-Borrowers made an initial revolving loan draw in the aggregate amount of $150,000,000. The proceeds were applied as follows: Table 3 — Initial Draw Application of Proceeds All proceeds were disbursed in accordance with the Funds Flow Memorandum dated May 19, 2023, which was approved by the Co-Borrowers and the Administrative Agent prior to

VI. Closing Deliverables Summary All closing deliverables required under Article IV of the Credit Agreement were satisfied as of the Closing Date, as reflected in the Master Closing Checklist (final version dated May 19, 2023), a copy of which is included in the enclosed Index of Executed Closing Documents. The following is a summary of the key categories of deliverables. A. Corporate / Organizational Documents Casca

VII. Reporting Requirements Going Forward The Credit Agreement imposes a number of ongoing reporting and compliance obligations on the Co-Borrowers. The following is a summary of the key reporting requirements and associated deadlines. CRH's finance and treasury teams should incorporate these deadlines into their internal compliance calendars. Borrowing Base Certificates. Borrowing Base Certificates are to be deliver

VIII. Post-Closing Obligations The Credit Agreement and the related Post-Closing Obligations Letter dated May 22, 2023 (issued separately and delivered concurrently with this memorandum) identify certain items that were not completed prior to the Closing Date but are required to be delivered within specified periods following closing. Failure to satisfy these post-closing obligations within the applicable deadlines c

IX. Corporate Structure (for Reference) For reference purposes, the following chart sets forth the organizational structure of CRH and its subsidiaries, indicating each entity's role in the Facility: Cascade Retail Holdings Inc. (Delaware corporation; Nasdaq: CRHI) — Co-Borrower └── Cascade Retail Operating Company LLC (Delaware LLC) — Co-Borrower ├── Cascade Digital Commerce Inc. (Delaware corporation) — Guarantor P

X. Key Contact Information The following table provides the key contacts for each party involved in the Facility. We recommend that CRH maintain this list for reference in connection with ongoing administration, reporting, and any future amendments or waivers. Table 4 — Key Contact Information For day-to-day administration of the Facility, including the submission of Borrowing Base Certificates, Compliance Certificat

XI. Attached Index of Executed Closing Documents Attached hereto as Exhibit A is the complete index of all executed closing documents, organized by category and cross-referenced to the Master Closing Checklist (final version dated May 19, 2023). The categories are as follows:

1. Credit and Loan Documents • Credit Agreement (execution version dated May 4, 2023, effective May 19, 2023) • Guaranty Agreement (executed by CDC, COS, and CFS) • Security Agreement (executed by all Loan Parties) • Pledge Agreement (executed by CRH and CROC) • Perfection Certificate (executed by all Loan Parties) • Revolving Loan Notes — CHB ($135,000,000), NCB ($90,000,000), Bridgevale ($75,000,000) • Swingline No

2. Deposit Account Control Agreements • DACA — CRH Operating Account (Meridian Trust Company, N.A.) • DACA — CROC Collections Account (Crescent Harbor Bank, N.A.) • DACA — CRH Concentration Account (Crescent Harbor Bank, N.A.) • DACA — CDC Collections Account (Northgate Capital Bank)

3. Corporate / Organizational Documents • Secretary's Certificate — CRH (including Certificate of Incorporation, Bylaws, Board Resolutions, and Incumbency) • Secretary's Certificate — CROC (including Certificate of Formation, LLC Agreement, Member Resolutions, and Incumbency) • Secretary's Certificate — CDC (including organizational documents, resolutions, and incumbency) • Secretary's Certificate — COS (including or

4. Officers' Certificates and Financial Deliverables • Officer's Certificate (Elena Kowalski, CFO) • Solvency Certificate (Elena Kowalski, CFO) • Borrowing Base Certificate (Priya Anand, Treasurer)

5. Legal Opinions • Calderwood & Harkness LLP Opinion Letter dated May 19, 2023

6. UCC Filings • UCC-1 Financing Statement — Delaware Secretary of State, Debtor: CRH, Filing No. 2023-1947291 • UCC-1 Financing Statement — Delaware Secretary of State, Debtor: CROC, Filing No. 2023-1947283 • UCC-1 Financing Statement — Washington Secretary of State, Debtor: COS, Filing No. 2023-204-8176 • UCC-3 Termination Statements — Harborview Lending Group, LLC (all jurisdictions)

7. Payoff and Release • Harborview Lending Group, LLC Payoff Letter (dated May 17, 2023) • Lien releases and termination confirmations from Harborview

8. Insurance • Insurance Certificates — Pinnacle Assurance Company (property and casualty) • Insurance Certificates — Kelvantis Mutual Insurance Group (umbrella/business interruption) • Endorsements naming CHB as Collateral Agent as loss payee and additional insured

9. Funds Flow Memorandum • Funds Flow Memorandum dated May 19, 2023

10. Closing Checklist • Master Closing Checklist (final version, May 19, 2023) Originals and/or fully executed copies of all closing documents are maintained by Calderwood & Harkness LLP in our files for Matter No. 1038-00002. Complete copies of all executed documents have been delivered electronically to CRH and are available in hard copy upon request.

XII. Closing Remarks Calderwood & Harkness LLP congratulates Cascade Retail Holdings Inc. and its management team on the successful closing of this significant financing transaction. The new $300,000,000 Senior Secured Asset-Based Revolving Credit Facility represents a substantial enhancement of CRH's liquidity position, increasing available revolving credit capacity by approximately 71% over the prior $175,000,000 H