Contract analysis

I. PURPOSE AND SCOPE This memorandum summarizes the results of Calderwood & Harkness LLP's preliminary review of the organizational documents, corporate authority, and charter provisions of Cascade Retail Holdings Inc. ("CRH" or the "Company") and its material subsidiaries, undertaken in connection with the Company's proposed filing of a new universal shelf registration statement on Form S-3 with the Securities and E

II. ISSUER OVERVIEW Set forth below is a summary of key identifying information regarding the Company, based on publicly available filings with the SEC and information provided by CRH's in-house legal team. CRH is a well-known omni-channel retailer with a significant domestic brick-and-mortar presence and a growing e-commerce business. The Company's Canadian operations are conducted through Cascade Retail Canada ULC,

III. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION A. General. The principal governing document reviewed for purposes of this memorandum is the Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc. (the "Certificate of Incorporation" or "Certificate"), a copy of which was provided by CRH's in-house legal team on April 22, 2026. The Certificate of Incorporation was originally filed with

IV. AMENDED AND RESTATED BYLAWS A. General. The second principal governing document reviewed for purposes of this memorandum is the Amended and Restated Bylaws of Cascade Retail Holdings Inc. (the "Bylaws"), a copy of which was provided by CRH's in-house legal team on April 22, 2026. The Bylaws were adopted by the Board of Directors and may be amended, altered, or repealed by the Board or by the stockholders of the C

V. BOARD OF DIRECTORS — COMPOSITION AND GOVERNANCE The Board of Directors of the Company currently consists of eleven (11) members, of whom nine (9) are classified as independent under the applicable listing rules of The Nasdaq Stock Market LLC. The names, terms, and committee assignments of the individual directors will be confirmed from the Company's most recent proxy statement (the definitive proxy statement filed

VI. OUTSTANDING EQUITY SECURITIES A. Common Stock The Company's common stock is listed on The Nasdaq Stock Market LLC under the ticker symbol "CRHI." The following table summarizes key information regarding the Company's outstanding common stock as of the dates indicated: The Company's public float value of approximately $5.9 billion significantly exceeds the $75 million threshold required for the use of Form S-3 for

VII. MATERIAL SUBSIDIARY ORGANIZATIONAL DOCUMENTS A. Overview. The Company has identified four material subsidiaries for purposes of the Shelf Registration Statement diligence. Organizational documents for each subsidiary have been requested and have been partially received. The following subsections summarize the review of the organizational documents received to date for each material subsidiary. Where documents or

VIII. EXISTING DEBT INSTRUMENTS — RELEVANCE TO CORPORATE AUTHORITY A. Revolving Credit Facility The Company maintains a $1,500,000,000 senior secured revolving credit facility (the "Credit Facility") with Northgate Capital Bank, N.A. (100 Federal Street, Suite 3600, Boston, MA 02110) acting as administrative agent (the "Credit Agreement"). The Credit Facility matures on August 15, 2029. As of the most recently availa

IX. GOOD-STANDING CERTIFICATES AND STATE FILINGS CRH is incorporated in the State of Delaware and is expected to be in good standing with the Delaware Secretary of State. Updated certificates of good standing (or certificates of existence, status, or compliance, as applicable) will be required for CRH and each of its material subsidiaries in connection with the filing of the Shelf Registration Statement and the deliv

X. OPEN DILIGENCE ITEMS AND RECOMMENDATIONS A. Documents and Information Still Outstanding The following documents and information have been requested from CRH's in-house legal team pursuant to the Diligence Request List dated April 21, 2026, and have not yet been received or confirmed as of the date of this memorandum. Each item is cross-referenced to the applicable section of this memorandum and to the correspondin

1. Complete Capitalization Table. (See Sections III.D, VI.A, VI.C) A full capitalization table as of a recent date (preferably as of the most recent fiscal quarter-end or a more recent date), including: (a) shares of common stock outstanding; (b) shares of common stock reserved for issuance under equity compensation plans; (c) shares of common stock subject to outstanding stock options, restricted stock units, and pe

2. Equity Compensation Plan Documents. (See Section VI.C) Copies of all equity incentive plans currently maintained by the Company, including the plan documents, forms of award agreements (option agreements, RSU agreements, PSU agreements), and the most recent plan summary or annual equity plan data (including the total share reserve and shares available for future grant under each plan).

3. Warrants and Convertible Securities. (See Section VI.D) Confirmation of whether any warrants, convertible notes, or other securities convertible into or exercisable for shares of common stock or preferred stock of the Company are currently outstanding, and if so, copies of the applicable instruments.

4. Most Recent Certificate of Incorporation Amendments. (See Section III.A) Confirmation of the date and substance of the most recent amendment to the Amended and Restated Certificate of Incorporation, together with copies of all certificates of amendment filed with the Delaware Secretary of State since the most recent restatement.

5. Board Classification. (See Section V) Confirmation of whether the Board of Directors is classified (divided into classes with staggered terms) or annually elected, and if classified, the current composition of each class and the expiration date of each class's term.

6. Credit Agreement (Complete Copy). (See Section VIII.A) A full copy of the $1,500,000,000 senior secured revolving credit agreement with Northgate Capital Bank, N.A. as administrative agent, including all amendments, restatements, waivers, joinders, and the most recent compliance certificates.

7. Existing Indentures (Complete Copies). (See Section VIII.B) Full copies of the indentures governing the 4.250% Senior Notes due 2031 and the 5.125% Senior Notes due 2034, respectively, including all supplemental indentures, officers' certificates, and opinions of counsel delivered in connection with the original issuances.

8. Board and Committee Minutes. (See Section V) Minutes of meetings of the Board of Directors and each standing committee for the three most recent fiscal years (FY2024, FY2025, and FY2026, ended January 31, 2024, January 31, 2025, and January 31, 2026, respectively), as well as any written consents of the Board or committees adopted during such periods. These minutes will be reviewed to confirm proper corporate gove

9. Subsidiary Organizational Documents — Complete Set. (See Section VII) Confirmation that all organizational documents for each material subsidiary have been provided in their current, complete form. In particular: (a) confirmation of the chain of ownership for CRH Distribution Services LLC (whether directly owned by CRH or indirectly through Cascade Retail Operating Company LLC or another intermediate entity); and

10. Anti-Takeover Provisions. (See Section III.C) Confirmation of whether the Certificate of Incorporation or the Bylaws contain any of the following anti-takeover provisions: (a) a stockholder rights plan (commonly known as a "poison pill"); (b) supermajority voting requirements for the removal of directors, the amendment of certain provisions of the Certificate or Bylaws, or the approval of certain business combina

11. Forum Selection Clause. (See Section III.C) Confirmation of whether the Certificate of Incorporation or the Bylaws contain a federal forum provision designating the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The U.S. Supreme Court's decision in Salzberg v. Sciabacucchi, 22

1. Order Good-Standing Certificates. Good-standing certificates (or equivalent status certificates) for CRH and all four material subsidiaries should be ordered to be dated on or after approximately May 12, 2026, so that they are no more than ten (10) business days old as of the target filing date of May 26, 2026. As noted in Section IX above, the British Columbia certificate for CRH Canada may require additional lea

2. Board Resolutions. Draft board resolutions authorizing the Shelf Registration Statement should be prepared by Calderwood & Harkness LLP and circulated to CRH's in-house legal team and the Board of Directors for review in advance of a Board meeting expected to be held in mid-May 2026. The resolutions will need to authorize: (a) the preparation, execution, and filing with the SEC of the Form S-3 Shelf Registration S

3. Secretary's Certificate. A secretary's certificate should be prepared in final form for execution by Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary of the Company, certifying as to the incumbency of the Company's officers, the adoption of the authorizing resolutions by the Board of Directors, and the authenticity and current effectiveness of the Company's organizational documents (

4. Covenant Review. Upon receipt of the complete Credit Agreement and the Existing Indentures, Calderwood & Harkness LLP will prepare a separate memorandum analyzing the covenants and restrictions contained therein that may affect the Company's ability to issue additional securities (particularly debt securities) under the Shelf Registration Statement. This analysis will address, among other things: (a) whether the i

5. Confirm Registered Agent Status. Calderwood & Harkness LLP recommends that the Company confirm with National Registered Agents of Delaware, Inc. ("NRAD") that CRH's registered agent appointment remains current and in good standing. This confirmation should be obtained in writing and should confirm that NRAD has not received any service of process, tax notices, or other correspondence from the Delaware Secretary of

XI. PRELIMINARY CONCLUSION Based on the documents reviewed to date and subject to the receipt and review of the outstanding diligence items identified in Section X above, Calderwood & Harkness LLP sets forth the following preliminary conclusions: Corporate Organization. CRH appears to be duly organized and validly existing as a corporation under the laws of the State of Delaware, having been incorporated on September

XII. EXHIBIT LIST Exhibit A — List of Documents Reviewed The following documents were provided by CRH's in-house legal team and reviewed (in whole or in part) by Calderwood & Harkness LLP in connection with the preparation of this memorandum. All documents were received via the Calderwood & Harkness secure virtual data room (Project "Cascadia") between April 22 and April 24, 2026. Note: This list does not include pub