Contract analysis

I. Purpose This memorandum tracks the utilization of the existing universal shelf registration statement of Cascade Retail Holdings Inc. ("CRH" or the "Company") on Form S-3 (SEC File No. 333-248710), which was declared effective by the Securities and Exchange Commission (the "SEC") on June 28, 2023. The purpose of this memorandum is threefold. First, this memorandum summarizes the takedown offerings completed to dat

II. Overview of Existing Shelf Registration Statement Set forth below is a summary of the key parameters of the Company's existing universal shelf registration statement on Form S-3. Registrant: Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (CIK 0001287450; Nasdaq: CRHI; Employer Identification Number 91-2074583). Principal Executive Offices: 4200 Harbor Bo

III. Summary of Takedown Offerings Since the registration statement became effective on June 28, 2023, the Company has completed two takedown offerings under the shelf, as summarized below. No additional takedown offerings are known to have been completed or to be in progress as of the date of this memorandum, although confirmation of this point is an open item as discussed in Section IX below. A. Takedown No. 1 — Co

IV. Utilization Summary Table The following table summarizes the utilization of the existing shelf registration statement (File No. 333-248710) from effectiveness through the date of this memorandum. Shelf Registration Utilization — File No. 333-248710 Cascade Retail Holdings Inc. (Nasdaq: CRHI) As of April 16, 2026 Reconciliation: Original Aggregate Offering Amount Registered: $2,500,000,000 Less: Takedown No. 1 (Co

V. Shelf Expiration Analysis The existing shelf registration statement (File No. 333-248710) will expire on June 28, 2026, which is three years from its effectiveness date of June 28, 2023. The three-year shelf life is mandated by Rule 415(a)(5) under the Securities Act, which provides that a registration statement filed pursuant to Rule 415 for offerings on a continuous or delayed basis ceases to be effective on the

VI. CRH Capital Structure Context To provide context for the recommendation regarding the new shelf registration statement, set forth below is a summary of the Company's current capital structure and key financial metrics, based on publicly available information and data provided by the Company as of the most recently available reporting dates. A. Equity Capitalization Outstanding Common Stock: As of March 15, 2026,

VII. Recommendation — New Replacement Shelf Registration Statement Based on the analysis set forth in this memorandum, we recommend that the Company proceed with the filing of a new replacement shelf registration statement on Form S-3, at an increased aggregate offering amount of $3,000,000,000, in advance of the expiration of the existing shelf on June 28, 2026. Set forth below are the rationale for this recommendat

VIII. Key Contacts Set forth below are the key contacts for the Company, outside counsel, and the anticipated underwriters in connection with the existing shelf registration statement and the proposed new shelf filing. CRH In-House Diane Kowalski Executive Vice President, General Counsel & Corporate Secretary Cascade Retail Holdings Inc. 4200 Harbor Boulevard, Suite 1100 Bellevue, WA 98004 Marcus Cheng Senior Vice Pr

IX. Open Items and Next Steps The following items remain outstanding and will require attention in connection with the new shelf filing process:

1. Confirm Takedown Activity Under Existing Shelf. We need to confirm with the Company (specifically, with Anya Petrova and Thomas Briggs) that no additional takedown offerings have occurred, are in progress, or are contemplated under the existing shelf registration statement (File No. 333-248710) between the date of this memorandum and the anticipated filing date of the new shelf. If any additional takedowns have oc

2. Confirm No Pending Post-Effective Amendments. We need to confirm that no post-effective amendments to the existing shelf registration statement are pending or required to be filed prior to the expiration of the shelf on June 28, 2026. To our knowledge, no such amendments are pending, but confirmation from the Company's in-house team is requested.

3. Circulate First Draft of New Form S-3. The engagement team will prepare and circulate the first draft of the new Form S-3 registration statement by the target date of May 5, 2026. The draft will be circulated to the Company's in-house legal team, the Company's finance team, Redmond Zanthor & Co. LLC, and Hargrove & Lassiter LLP for review and comment. We anticipate that the base prospectus in the new registration

4. Obtain Board Authorization. The filing of the new shelf registration statement will require authorization by the Company's board of directors (or a duly authorized committee thereof). Draft board resolutions authorizing the filing of the new registration statement and the offer and sale of securities thereunder will be prepared separately by this engagement team and circulated to the Company for review. We underst

5. Auditor Consent. We need to coordinate with Granville & Hooper LLP regarding the consent of the independent registered public accounting firm for incorporation by reference of their audit reports in the new shelf registration statement. The consent must be filed as an exhibit to the registration statement at the time of filing. We will reach out to Granville & Hooper LLP to initiate this process and confirm the ti

6. Confirm SEC Filing Fee Rate. The estimated SEC filing fee of $459,300.00 set forth in this memorandum is based on the FY2026 SEC fee rate of $153.10 per $1,000,000 of securities registered. We will need to confirm the fee rate in effect at the actual time of filing, as the rate may be adjusted by the SEC. In addition, we will analyze whether the Company is entitled to an offset for filing fees previously paid in c