Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze whether Cascade Retail Holdings Inc. ("CRH" or the "Company") is eligible to register securities on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), and whether the Company qualifies as a Well-Known Seasoned Issuer ("WKSI") under Rule 405 of the Securities Act. This analysis is being conducted in connection with the Company

II. Background — Cascade Retail Holdings Inc. The following background information is based on publicly available filings with the SEC, information provided by Company counsel, and our own independent review of publicly available records. This section is intended to provide context for the eligibility analysis that follows. Corporate Organization. Cascade Retail Holdings Inc. is a corporation incorporated under the l

III. Form S-3 Eligibility Analysis — General Instruction I.A Form S-3 is a short-form registration statement available under the Securities Act for primary and secondary offerings of securities by issuers that satisfy certain eligibility requirements. The principal advantage of Form S-3 is that it permits incorporation by reference of the registrant's Exchange Act reports, thereby reducing the volume of disclosure re

1. Organization and Principal Place of Business (General Instruction I.A.1). General Instruction I.A.1 requires that the registrant be organized under the laws of the United States or any State thereof, or the District of Columbia, and have its principal business operations in the United States or its territories. CRH is organized under the laws of the State of Delaware, having been incorporated on September 14, 2001

2. Reporting History (General Instruction I.A.2). General Instruction I.A.2 requires that the registrant have been subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and have filed all reports required to be filed thereunder for a period of at least 12 calendar months immediately preceding the filing of the registration stateme

3. Timely Filing of Exchange Act Reports (General Instruction I.A.3). General Instruction I.A.3 requires that the registrant have filed in a timely manner all reports required to be filed pursuant to Sections 13 and 15(d) of the Exchange Act during the 12 calendar months and any portion of a month immediately preceding the filing of the registration statement (or for such shorter period that the registrant was requir

4. No Default on Debt Obligations (General Instruction I.A.4). General Instruction I.A.4 provides that a registrant is not eligible to use Form S-3 if, since the end of the last fiscal year covered by an annual report required to be filed under Section 13(a) or Section 15(d) of the Exchange Act, the registrant has (i) failed to pay any dividend or sinking fund installment on preferred stock, or (ii) defaulted on any

5. No Ineligible Issuers (General Instruction I.A.5). General Instruction I.A.5, together with the related provisions of Rule 405 of the Securities Act, requires that the registrant not be a shell company (as defined in Rule 12b-2 under the Exchange Act), a blank check company (as defined in Rule 419 under the Securities Act), or an issuer of asset-backed securities, nor otherwise ineligible to use the form. CRH is a

IV. WKSI Qualification Analysis — Rule 405 of the Securities Act A. Definition of WKSI Under Rule 405 Rule 405 of the Securities Act defines a "well-known seasoned issuer" as an issuer that, as of the most recent "determination date" (generally, the date of filing of the most recent annual report on Form 10-K, or in the case of an automatic shelf filing, the date of filing of such registration statement), satisfies t

1. Bankruptcy / Receivership. Under Rule 405, an issuer is an "ineligible issuer" if it has filed a petition for, or has been the subject of, any bankruptcy, insolvency, or similar proceeding within the past three years, or if it has been the subject of a proceeding for the appointment of a receiver, fiscal agent, or similar officer within such period. Based on our review of publicly available records and information

2. Blank Check Company / Shell Company. An issuer is an "ineligible issuer" if it is a blank check company (as defined in Rule 419 under the Securities Act), a shell company (as defined in Rule 12b-2 under the Exchange Act), or an issuer of penny stock (as defined in Rule 3a51-1 under the Exchange Act) at any time during the three years preceding the determination date. CRH is an operating omni-channel retail and e-c

3. Violations of Securities Laws. An issuer is an "ineligible issuer" if it has been convicted of any felony or misdemeanor described in Sections 15(b)(4)(B) and (C) of the Exchange Act within the past three years. These provisions encompass convictions for criminal offenses involving the purchase or sale of securities, making false filings with the SEC, and other specified securities law violations. Based on our pre

4. SEC Orders — Cease and Desist / Revocation. An issuer is an "ineligible issuer" if it is the subject of any pending SEC administrative proceeding under Section 8A of the Securities Act (cease and desist proceedings) or if the SEC has, within the past three years, issued an order revoking or suspending the registration of any class of the issuer's securities under Section 12 of the Exchange Act. Based on our review

5. Filing of Reports with Criminal Information / Indictment. An issuer is an "ineligible issuer" if it has filed any Exchange Act report during the 12-month period preceding the determination date that was required to be filed during a period in which the issuer was the subject of a pending judicial or administrative proceeding arising under any federal or state securities law, or any proceeding involving a federal o

6. Restatements. An issuer is an "ineligible issuer" if, within the 12 calendar months preceding the determination date (or during any portion of such month), the issuer has been required to file one or more restatements of its financial statements to correct a material error, where such restatement arises from material non-compliance with the applicable financial reporting requirements (including material errors fou

1. CRH meets the registrant requirements of Form S-3 and is eligible to register primary offerings of its securities on that form (as established in Section III above).

2. CRH's public float of approximately $5,901,238,246, calculated as of April 4, 2026, substantially exceeds the $700 million WKSI threshold.

3. CRH is not an "ineligible issuer" under any of the conditions specified in Rule 405. Accordingly, CRH qualifies as a Well-Known Seasoned Issuer under Rule 405 of the Securities Act.

V. Implications of WKSI Status for the Shelf Registration WKSI status confers a number of significant regulatory benefits in connection with the filing and use of the New Shelf. These benefits are summarized below. A. Automatic Shelf Registration — Rule 462(e) and Rule 415(a)(1)(x) The most significant benefit of WKSI status is the ability to file an "automatic shelf registration statement" on Form S-3 pursuant to Ru

VI. Prior Shelf Registration — Expiration Considerations An analysis of the expiration of the Company's existing shelf registration statement is relevant to the timing and planning of the New Shelf filing. Existing Shelf Details. The Company's existing shelf registration statement was filed with the SEC on Form S-3 on June 12, 2023, and was declared effective by the SEC on June 28, 2023, under File No. 333-248710. Th

1. August 2023 Common Equity Offering: The Company sold $800,000,000 in aggregate offering amount of shares of common stock in an underwritten public offering conducted through a prospectus supplement filed under the existing shelf. This offering was used to fund, in part, the expansion of the Company's digital commerce platform and related capital expenditures.

2. November 2024 Senior Notes Offering: The Company sold $475,000,000 in aggregate principal amount of senior notes in a registered debt offering conducted through a prospectus supplement filed under the existing shelf. The notes bear interest at 5.125% per annum and mature in 2034. Remaining Capacity. Total takedowns to date under the existing shelf aggregate $1,275,000,000. Accordingly, the remaining unused capacit

VII. Open Diligence Items and Confirmations Required While our analysis supports the conclusion that CRH is eligible for Form S-3 and qualifies as a WKSI, several diligence items remain open and must be completed prior to the filing of the New Shelf. These items are listed below, together with the status of each as of the date of this memorandum.

1. Officer's Certificate — Timely Filing of Exchange Act Reports. We have received preliminary verbal confirmation from Anya Petrova, VP, Deputy General Counsel of CRH, that all Exchange Act filings required to be made during the relevant 12-month period have been filed on a timely basis. A formal written officer's certificate to this effect must be obtained from the Company prior to filing. Status: Verbal confirmati

2. Confirmation of Absence of Financial Statement Restatements. We require formal confirmation from the Company that CRH has not been required to file any restatement of its consolidated financial statements within the 12 calendar months preceding the filing date due to material non-compliance with applicable financial reporting requirements. This confirmation will be sought during the management diligence call sched

3. Updated Affiliate Ownership Analysis. Our current affiliate ownership estimate of approximately 13.2% is based on the most recent definitive proxy statement and Section 16 filings available as of the date of this memorandum. This analysis should be updated based on any Section 16 filings or other beneficial ownership reports filed between now and the filing date to ensure accuracy of the public float calculation.

4. Verification of Good Standing. We will obtain certificates of good standing (or the equivalent) for CRH in the State of Delaware and for each material subsidiary in its respective jurisdiction of organization. Good standing is not a strict requirement for Form S-3 eligibility, but is customary in connection with shelf registration filings and is often requested by underwriters in connection with takedown offerings

5. SEC Enforcement Proceedings and Comment Letters. We will confirm with the Company and through independent review of publicly available SEC records that there are no pending or threatened SEC enforcement proceedings, investigations, or formal or informal inquiries involving CRH or any of its officers, directors, or controlled persons. We will also review the Company's recent SEC correspondence files to determine wh

6. Confirmation of No Defaults Under Debt Instruments. We require formal written confirmation from the Company that no defaults or events of default exist under the Northgate Capital Bank, N.A. senior secured revolving credit facility, or under the indentures governing the 4.250% Senior Notes due 2031 and the 5.125% Senior Notes due 2034. This confirmation should address both payment defaults and covenant defaults. S

VIII. Conclusion and Recommendations Based on the analysis set forth in this memorandum, and subject to the completion of the open diligence items identified in Section VII above, we reach the following conclusions and make the following recommendations: Conclusions:

1. CRH satisfies all registrant requirements under General Instruction I.A of Form S-3 and the transaction requirement under General Instruction I.B.1 for primary offerings. CRH is eligible to file a registration statement on Form S-3.

2. CRH qualifies as a Well-Known Seasoned Issuer under Rule 405 of the Securities Act, based on its satisfaction of the Form S-3 registrant requirements, its public float of approximately $5.9 billion (which exceeds the $700 million WKSI threshold by approximately 8.4 times), and its status as an eligible issuer.

3. The New Shelf, covering up to $3,000,000,000 in aggregate offering amount of common stock, preferred stock, debt securities, depositary shares, warrants, subscription rights, purchase contracts, and units, may be filed as an automatic shelf registration statement pursuant to Rule 415(a)(1)(x) of the Securities Act and will become effective immediately upon filing with the SEC under Rule 462(e), without SEC staff r

1. Calderwood & Harkness LLP should proceed to prepare the initial draft of the Form S-3 registration statement (including the base prospectus), with a target date for circulation of the first draft to the Company and its financial advisors of May 5, 2026.

2. The Company should schedule a meeting of the Board of Directors (or, if authorized, the appropriate committee of the Board) in mid-May 2026 to approve the filing of the New Shelf, authorize the issuance of the securities to be registered thereunder, and adopt any necessary board resolutions in connection therewith. Calderwood & Harkness LLP will prepare draft board resolutions for the Company's review.

3. The New Shelf should be filed with the SEC no later than May 26, 2026, in order to ensure continuous shelf registration capacity in advance of the June 28, 2026 expiration of the prior shelf (File No. 333-248710).

4. This memorandum should be updated to reflect the final results of all diligence confirmations prior to the filing of the New Shelf.

5. The decision regarding pay-as-you-go registration fees versus full fee payment at the time of filing should be discussed with the Company's treasury team and finalized prior to the filing date. We are available to discuss any aspect of this analysis at your convenience. Appendix A — Key Financial and Market Data Summary The following table summarizes key financial and market data for CRH relevant to the eligibilit