Contract analysis

I. Purpose The Audit Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of Cascade Retail Holdings Inc., a Delaware corporation (the "Company," "CRH," Nasdaq: CRHI). The Committee is established to assist the Board in fulfilling its fiduciary and oversight responsibilities with respect to the following areas: (a) the integrity of the Company's financial statements and financia

II. Composition and Membership A. Size. The Committee shall consist of no fewer than four (4) members of the Board. The Board may, from time to time, increase or decrease the size of the Committee, provided that the Committee shall at all times consist of at least three (3) members as required by Nasdaq Listing Rule 5605(c)(2)(A) and Rule 10A-3 under the Exchange Act. As of the adoption of this Charter, the current m

III. Meetings and Procedures A. Frequency. The Committee shall meet at least four (4) times per year, generally on a quarterly basis to coincide with the Company's quarterly financial reporting cycle, and more frequently as circumstances require. Additional meetings may be called by the Chair, by any two members of the Committee, or at the request of the independent auditor or the head of internal audit. In addition

IV. Authority and Resources A. Authority to Retain Advisors The Committee shall have the sole authority to appoint, retain, compensate, evaluate, oversee, and, when appropriate, terminate the Company's independent registered public accounting firm (subject to any stockholder ratification as may be required or deemed appropriate). The independent auditor shall report directly to the Committee. The Committee's authorit

V. Duties and Responsibilities The following duties and responsibilities are set forth as a guide to the Committee with the understanding that the Committee may supplement or modify them as appropriate in light of changing business, legislative, regulatory, legal, or other conditions. In fulfilling its responsibilities, the Committee is entitled to rely in good faith on information, opinions, reports, or statements p

1. Appointment, Compensation, and Oversight. The Committee shall be directly responsible for the appointment, compensation, retention, and oversight of the work of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Company. The Company's independent auditor is currently Mercer & Holloway LLP, l

2. Independence Assessment. At least annually, the Committee shall: (a) obtain and review a formal written statement from the independent auditor delineating all relationships between the auditor and the Company, consistent with the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB"), including PCAOB Rule 3526, Communication with Audit Committees Concerning Independence; (b) actively en

3. Pre-Approval of Services. The Committee shall pre-approve all audit services and permissible non-audit services to be provided by the independent auditor to the Company and its subsidiaries, consistent with applicable SEC rules (including Rule 2-01 of Regulation S-X) and Nasdaq listing standards. The Committee may establish policies and procedures for the pre-approval of such services, provided that such policies

4. Audit Partner Rotation. The Committee shall oversee compliance with the mandatory rotation of the lead audit engagement partner and the concurring review partner in accordance with applicable SEC rules (Section 203 of the Sarbanes-Oxley Act of 2002 and Rule 2-01(c)(6) of Regulation S-X) and PCAOB standards. The Committee shall actively participate in the selection of any new lead engagement partner, including by r

5. Performance Evaluation. The Committee shall annually evaluate the qualifications, performance, and independence of the independent auditor, taking into consideration the following factors, among others: (a) the quality and depth of communications between the independent auditor and the Committee, including the timeliness and clarity of communications regarding audit findings, accounting issues, and internal contro

6. Audit Scope and Plan. The Committee shall review and discuss with the independent auditor the overall scope and plan of the annual audit engagement, including: (a) the auditor's assessment of the Company's critical audit matters and significant audit risks; (b) the proposed staffing and resource allocation for the engagement; (c) the auditor's approach to determining materiality levels; (d) the extent of the audit

1. Annual Financial Statements. The Committee shall review and discuss with management and the independent auditor the annual audited consolidated financial statements of the Company, including the related notes, the independent auditor's report thereon, and the disclosures made in Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"). Based on such review and discussion, the

2. Quarterly Financial Statements. The Committee shall review and discuss with management and the independent auditor the Company's quarterly unaudited financial statements, including the related notes and disclosures, and the results of the independent auditor's review of the quarterly financial statements, prior to the filing of the Company's Quarterly Reports on Form 10-Q with the SEC. The Committee shall discuss

3. Earnings Releases and Guidance. The Committee shall review and discuss the Company's earnings press releases, with particular attention to the use of any non-GAAP financial measures, including the presentation, reconciliation, and rationale for such measures. The Committee shall also review and discuss, as appropriate, financial information and earnings guidance provided to analysts, rating agencies, and the publi

4. Critical Accounting Policies. The Committee shall review and discuss with management and the independent auditor the Company's critical accounting policies and practices, including: (a) significant accounting estimates and judgments underlying the Company's financial statements; (b) the selection and application of critical accounting policies; (c) the reasonableness of significant estimates and judgments; (d) alt

5. SEC Correspondence. The Committee shall review and discuss with management and the independent auditor any correspondence with the SEC, the PCAOB, or other regulatory bodies regarding the Company's financial reporting, accounting policies, or audit matters, including any SEC comment letters and the Company's responses thereto, and shall assess the impact of such correspondence on the Company's financial statements

1. Internal Controls over Financial Reporting. The Committee shall review and discuss with management, the independent auditor, and the head of internal audit the adequacy and effectiveness of the Company's internal controls over financial reporting, including: (a) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to

2. Disclosure Controls and Procedures. The Committee shall review and discuss with management and the General Counsel the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), including the process by which the Chief Executive Officer and the Chief Financial Officer make the certifications required by Sections 302 and 906 of the Sarbane

3. Internal Audit Function. The Committee shall review the scope, responsibilities, budget, staffing, and organizational structure of the Company's internal audit function. The head of internal audit shall report functionally to the Committee and administratively to management (currently the Chief Financial Officer). The Committee shall: (a) review and concur in the appointment, replacement, reassignment, or dismissa

4. Internal Audit Plan. The Committee shall review and approve the annual internal audit plan and any significant changes thereto. The Committee shall receive periodic reports on the results of internal audit activities, including summaries of significant findings, recommendations, and the status of management's implementation of corrective actions. The Committee shall ensure that the internal audit function maintain

1. General Risk Oversight. The Committee shall review and discuss with management the Company's major financial risk exposures and the steps management has taken to monitor, control, and mitigate such exposures. The Committee's review shall include discussion of the Company's risk assessment and risk management policies, including the Company's guidelines and policies governing the process by which risk assessment an

2. Enterprise Risk Management. The Committee shall receive periodic reports from management on the Company's enterprise risk management ("ERM") framework and processes. The Committee shall coordinate with other Board committees that have risk oversight responsibilities, including the Technology & Cybersecurity Committee regarding cybersecurity and technology-related risks, to ensure comprehensive Board-level risk ove

3. Cybersecurity Risk Oversight. In light of the evolving cybersecurity threat landscape and the SEC's cybersecurity disclosure rules adopted in July 2023, the Committee shall have the following responsibilities with respect to cybersecurity risk: (a) Management of Cybersecurity Risks. Oversee management's assessment and management of material cybersecurity risks, including the adequacy of the Company's cybersecurity

4. Insurance Coverage. The Committee shall periodically review the adequacy of the Company's insurance coverage, including the directors' and officers' liability insurance ("D&O insurance") program. As of the date of this Charter, the Company's D&O insurance program is maintained with Broadview Insurance Group as the primary carrier, with current policy limits of $50 million per occurrence and $50 million in the aggr

5. Caremark Compliance Oversight. Consistent with the Board's oversight obligations under In re Caremark International Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996), and its progeny, including In re McDonald's Corp. Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. 2023), and In re Harborview & Co. Derivative Litigation, C.A. No. 2019-0907-MTZ (Del. Ch. 2021), the Committee shall: (a) ens

1. The Committee shall review with the General Counsel (currently Priya Sundaram) legal matters that may have a material impact on the Company's financial statements, the Company's compliance policies, or the Company's business and operations. Such review shall include discussion of material contingent liabilities, potential claims and assessments, and the adequacy of related reserves and disclosures.

2. The Committee shall receive periodic reports from the General Counsel on material pending or threatened litigation, government investigations, regulatory proceedings, enforcement actions, and related matters. The Committee shall assess the potential financial and reputational impact of such matters and the adequacy of the Company's legal defense and indemnification arrangements.

3. The Committee shall review and approve the Company's policies and procedures regarding related party transactions in accordance with Nasdaq Listing Rule 5630 and the Company's Related Party Transactions Policy. The Committee shall review all related party transactions (or any material amendments thereto) for potential conflicts of interest and shall approve or ratify only those transactions that are in, or are not

1. Establishment and Oversight. The Committee shall establish and maintain procedures for: (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, in compliance with Section 301 of the Sarbanes-Oxley Act of 2002 and Rule 10A-3 under the Exchange Act; and (b) the confidential, anonymous submission by employees of the Compa

2. Reporting and Review. The Committee shall receive periodic reports from the General Counsel, the head of internal audit, or such other officer or employee as the Committee may designate, on the nature, volume, and disposition of complaints and concerns received through the Company's reporting channels. The Committee shall receive reports on the status and resolution of any significant matters, including the result

3. Non-Retaliation. The Committee shall oversee the Company's non-retaliation policies designed to protect individuals who report concerns in good faith from retaliation, harassment, discrimination, or adverse employment actions. The Committee shall ensure that the Company's non-retaliation policies are clearly communicated to all employees, officers, and directors, and that any reports of retaliation are promptly in

4. Hotline and Channels. The Committee shall ensure that the Company maintains appropriate reporting channels, including a confidential and, where practicable, anonymous hotline operated by a third-party provider. Information regarding these reporting channels shall be prominently communicated to all employees, officers, and directors of the Company and its subsidiaries through employee handbooks, intranet postings,

5. Escalation Protocols. The Committee shall establish and maintain clear escalation protocols for complaints and concerns that may involve senior management, executive officers, or members of the Board. Complaints or concerns involving members of senior management or the Board, or that allege material fraud or violations of law, shall be reported directly to the Chair of the Committee (or, if the Chair is the subjec

1. The Committee shall review the Company's tax planning strategies and any significant tax matters, including the status of material tax audits, assessments, or disputes, the Company's overall effective tax rate, and any significant changes to tax positions or reserves. The Committee shall receive periodic reports from management and, as appropriate, from outside tax advisors regarding the foregoing matters.

2. The Committee shall review and discuss any significant findings, recommendations, or reports issued by regulatory agencies, examiners, or auditors (including the PCAOB), and management's responses thereto. The Committee shall monitor the implementation of any recommended corrective actions and shall follow up on the status of unresolved matters.

VI. Interaction with Other Board Committees The Committee recognizes that effective governance requires coordination among the various committees of the Board to ensure comprehensive oversight and to avoid gaps or unnecessary duplication of effort. Accordingly: (a) Technology & Cybersecurity Committee. The Committee shall coordinate with the Technology & Cybersecurity Committee regarding cybersecurity risk oversight.

VII. Annual Performance Evaluation The Committee shall conduct an annual self-evaluation of its own performance and the adequacy of this Charter. The evaluation process shall assess the following: (a) whether the Committee has fulfilled its duties and responsibilities as set forth in this Charter; (b) whether the Committee's composition, including the number of members, the independence and qualifications of its memb

VIII. Reporting to the Board The Chair of the Committee shall report to the Board at each regularly scheduled meeting of the Board (or more frequently as warranted by the circumstances) regarding the activities of the Committee, significant issues discussed, actions taken, and recommendations. Such reports shall include, as appropriate, summaries of the Committee's discussions with the independent auditor, the head o

IX. Limitations of the Committee's Role While the Committee has the responsibilities and authority set forth in this Charter, the Committee's role is one of oversight. The members of the Committee are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management, the independent auditor, or the internal audit function. Management is responsible

X. Charter Review and Amendment This Charter shall be reviewed at least annually by the Committee to determine whether any amendments or modifications are necessary or appropriate in light of developments in applicable law, regulation, or listing standards, or changes in the Company's business, risk profile, or governance practices. Any amendments to this Charter shall be recommended by the Committee and submitted to

XI. Governing Law This Charter and the Committee's authority and responsibilities hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. The Committee's authority and responsibilities shall also be subject to, and exercised

XII. Adoption and Effective Date This Charter was adopted by the Board of Directors of Cascade Retail Holdings Inc. at a duly called meeting held on March 11, 2024, upon the recommendation of the Nominating & Corporate Governance Committee, chaired by Margaret "Meg" Holliday, Lead Independent Director. Thomas R. Kinsley presided as Chairman of the Board at the meeting at which this Charter was adopted. This Charter w