Contract analysis

I. Purpose of This Letter Calderwood & Harkness LLP is pleased to transmit herewith the final closing binder and corporate governance manual prepared in connection with the comprehensive bylaws and board committee structure review and refresh engagement for Cascade Retail Holdings Inc. ("CRH" or the "Company"). This engagement was opened on January 18, 2024, pursuant to our engagement letter of the same date and has

II. Summary of Engagement Team The following Calderwood & Harkness attorneys comprised the engagement team for this matter: • Howard Bellamy, Partner — Responsible Partner • Douglas Fairchild, Partner — Billing Partner • Eric Johannsen, Senior Associate — Lead Associate • Claire Dempsey, Associate — Working Associate We note, with appreciation, the collaborative and highly productive working relationship that our tea

III. Summary of Completed Deliverables Set forth below is a comprehensive summary of each deliverable completed during the course of this engagement, together with the date of completion and a description of its contents and significance. A. Governance Gap Analysis Memorandum (January 29, 2024) On January 29, 2024, Eric Johannsen and Claire Dempsey prepared and delivered to CRH a detailed governance gap analysis memo

1. Conversion from a plurality voting standard to a majority voting standard for uncontested director elections;

2. Adoption of a proxy access provision;

3. Modernization of the Company's advance notice bylaws, including enhanced disclosure requirements for nominating stockholders;

4. Adoption of an exclusive Delaware forum selection bylaw;

5. Adoption of emergency bylaws consistent with DGCL § 110;

6. Extension of exculpation protections to officers under the 2022 amendment to DGCL § 102(b)(7);

7. Identification of gaps in existing committee charters relative to current regulatory requirements, listing standards, and emerging best practices; and

8. The absence of a standing Technology & Cybersecurity Committee, notwithstanding the existence of an ad hoc Technology & Innovation Committee formed by board resolution on September 15, 2022, without a formal charter. The Gap Analysis Memo served as the foundational document for all subsequent work product and formed the basis of the recommendations presented to the board at the February 22, 2024 governance worksho

1. Majority Voting Standard for Uncontested Director Elections. The 2024 Bylaws replace the prior plurality voting standard with a majority voting standard for uncontested director elections, under which a director nominee must receive a majority of votes cast (i.e., the number of shares voted "for" a nominee must exceed the number of shares voted "against" that nominee) in order to be elected to the board. The major

2. Proxy Access Provision. The 2024 Bylaws include a new proxy access provision permitting a stockholder, or a group of up to 20 stockholders, who has continuously owned at least 3% of the Company's outstanding shares for at least 3 years to nominate and include in the Company's proxy materials director candidates constituting up to the greater of 2 nominees or 20% of the board. Based on CRH's current 11-member board

3. Modernized Advance Notice Bylaws. The 2024 Bylaws significantly modernize the Company's advance notice provisions for stockholder nominations and other business proposals. The revised provisions include enhanced disclosure requirements for nominating stockholders, including disclosure of derivative positions, short interests, hedging arrangements, and material relationships with nominees or their affiliates. The n

4. Exclusive Delaware Forum Bylaw. The 2024 Bylaws include an exclusive forum selection provision designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, the Superior Court of the State of Delaware, or if neither state court has subject matter jurisdiction, the United States District Court for the District of Delaware) as the sole and exclusive forum

5. Article IX — Emergency Bylaws. Consistent with DGCL § 110 and the analysis set forth in the Delaware Law Update Memo, the 2024 Bylaws include a new Article IX containing emergency bylaws that become operative during any emergency condition that renders it impracticable for the board to convene in accordance with the Company's standard procedures. The emergency bylaws address quorum requirements, notice provisions,

6. Retention of Prohibition on Stockholder Action by Written Consent. The 2024 Bylaws retain the existing prohibition on stockholder action by written consent. This prohibition is separately established in Article VII, Section 2 of the Company's Restated Certificate of Incorporation, and the bylaws continue to operate consistently with that charter-level restriction. E. Bylaws Redline and Summary of Changes Eric Joha

1. Revised Audit Committee Charter. The revised Audit Committee Charter supersedes the prior charter, which was last revised in February 2020. The revised charter incorporates the following updates and enhancements: • Updates to reflect current SEC rules applicable to audit committee oversight, including amendments to Regulation S-K, Exchange Act Rule 10A-3, and related guidance; • Updates to reflect current Nasdaq S

2. Revised Compensation & Human Capital Committee Charter. The revised Compensation & Human Capital Committee Charter supersedes the prior Compensation Committee Charter, which was last revised in March 2021. In addition to the name change—reflecting the expanded scope of the committee's responsibilities—the revised charter incorporates the following updates and enhancements: • The addition of explicit human capital

3. Revised Nominating & Corporate Governance Committee Charter. The revised Nominating & Corporate Governance Committee Charter supersedes the prior charter, which was last revised in January 2019. The revised charter incorporates the following updates and enhancements: • The addition of ESG and sustainability oversight responsibilities, including oversight of the Company's environmental, social, and governance initi

4. New Technology & Cybersecurity Committee Charter. The Technology & Cybersecurity Committee Charter is a new charter formalizing what had previously operated as the ad hoc Technology & Innovation Committee. That ad hoc committee was originally formed by board resolution on September 15, 2022, without a formal charter, and functioned in an advisory capacity without defined authority or reporting obligations. The new

1. Adoption of the Amended and Restated Bylaws of Cascade Retail Holdings Inc., effective immediately, superseding the 2019 Bylaws (as last amended May 14, 2019);

2. Adoption of the revised Audit Committee Charter, effective immediately;

3. Adoption of the revised Compensation & Human Capital Committee Charter, effective immediately;

4. Adoption of the revised Nominating & Corporate Governance Committee Charter, effective immediately;

5. Adoption of the new Technology & Cybersecurity Committee Charter and establishment of the Technology & Cybersecurity Committee as a standing committee of the Board, effective immediately;

6. Dissolution of the ad hoc Technology & Innovation Committee, effective immediately upon the establishment of the standing Technology & Cybersecurity Committee;

7. Authorization for the Company's officers to prepare and file a Current Report on Form 8-K with the Securities and Exchange Commission disclosing the adoption of the Amended and Restated Bylaws and such other matters as the filing officers deem appropriate; and

8. A recommendation that stockholders approve an amendment to the Company's Restated Certificate of Incorporation to add a provision exculpating officers from personal liability for monetary damages arising from breaches of the duty of care, as now permitted under DGCL § 102(b)(7) as amended effective August 1, 2022, at the June 6, 2024 Annual Meeting of Stockholders. H. SEC Filing — Form 8-K (March 14, 2024) In acco

IV. Closing Binder and Governance Manual Contents The closing binder transmitted with this letter contains the following documents, organized under the tabs indicated below. In addition, the Corporate Governance Manual at Tab 13 compiles all current governance documents into a single reference volume for use by the board of directors and senior management. We recommend that the Corporate Governance Manual at Tab 13 b

V. Engagement Timeline Summary The following table provides a chronological summary of key dates and milestones throughout the engagement:

VI. Outstanding Recommendation — Officer Exculpation Charter Amendment Calderwood & Harkness recommends that CRH pursue an amendment to its Restated Certificate of Incorporation to add a provision exculpating officers from personal liability for monetary damages arising from breaches of the duty of care, as now permitted under DGCL § 102(b)(7) as amended effective August 1, 2022. CRH's existing Restated Certificate o

VII. Ridgepoint Capital Partners LP — Public Acknowledgment On March 20, 2024, Ridgepoint Capital Partners LP issued a public statement acknowledging CRH's governance improvements. Ridgepoint is managed by Victor Langdon and is represented by counsel at Whitfield & Pratt LLP (Daniel Orenstein). As background, Ridgepoint filed an amended Schedule 13D (13D/A) with the SEC on November 17, 2023, disclosing beneficial own

VIII. Additional Observations and Recommendations for Future Consideration While the core objectives of the engagement have been achieved, we offer the following observations and recommendations for the Company's future consideration: Annual Governance Review. We recommend that CRH institute an annual review of its bylaws and all committee charters as part of the structured annual board and committee self-evaluation

IX. Fee Summary The total billed fees for C&H Matter No. 1038-00005 are $287,638, calculated as follows: The final amount falls within the estimated fee range of $275,000 to $350,000 set forth in the engagement letter dated January 18, 2024. The engagement team's hourly rates, as established in the engagement letter, were as follows: Total hours billed by the engagement team were approximately 488.5 hours across the

X. Matter Closure Calderwood & Harkness LLP confirms that C&H Matter No. 1038-00005 is formally closed as of April 9, 2024 (matter status: closed — completed). All documents generated in connection with this engagement will be retained in accordance with the firm's document retention policy and applicable professional obligations, including the Washington Rules of Professional Conduct. Calderwood & Harkness remains a