Contract analysis

I. PURPOSE The Board of Directors (the "Board") of Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company," "CRH," Nasdaq: CRHI), has established the Nominating & Corporate Governance Committee (the "Committee") to assist the Board in fulfilling its responsibilities with respect to the nomination of directors, the development and maintenance of sound c

II. COMPOSITION A. Membership Requirements The Committee shall consist of at least three (3) members of the Board. All members of the Committee must qualify as "independent" directors under the applicable Nasdaq listing standards, including Nasdaq Rule 5605(a)(2), and under any other applicable rules and regulations of the SEC. In determining the independence of each Committee member, the Board shall consider all rel

III. MEETINGS AND PROCEDURES A. Frequency. The Committee shall meet at least four (4) times per year, and more frequently as circumstances require, in order to fulfill its duties and responsibilities under this Charter. The Committee shall establish a regular meeting calendar at the beginning of each fiscal year. Special meetings may be called at any time by the Chairperson, by any two (2) members of the Committee, o

IV. AUTHORITY A. Delegation. The Committee may, in its discretion, delegate any of its responsibilities to one or more subcommittees, each consisting of one or more members of the Committee, to the extent consistent with applicable law (including the DGCL), Nasdaq listing standards, the Company's Certificate of Incorporation (filed with the Delaware Secretary of State on October 3, 2016), and the Company's Bylaws (ad

V. DUTIES AND RESPONSIBILITIES The following duties and responsibilities are set forth as a guide to the Committee in fulfilling its oversight role. The Committee may, in its discretion, undertake additional activities and adopt additional procedures as it deems necessary or appropriate in light of changing business, legislative, regulatory, legal, or other conditions. The Committee shall also carry out any other res

1. Candidate Identification. The Committee shall develop and recommend to the Board criteria for the selection of new directors, taking into account the overall composition, needs, and strategic direction of the Board. Such criteria shall include, without limitation, consideration of diversity in all of its dimensions (including gender, race, ethnicity, age, professional background, skills, and experience), independe

2. Board Skills Matrix. The Committee shall develop and maintain a board skills matrix (the "Skills Matrix") identifying the key competencies, qualifications, experiences, and attributes that the Committee considers desirable for Board membership. The Skills Matrix shall include, at a minimum, the following categories: • Industry expertise, including retail operations, e-commerce, and multi-channel distribution; • Fi

3. Stockholder-Nominated Candidates. The Committee shall establish and oversee procedures for the nomination of director candidates by stockholders, including compliance with the proxy access provisions and advance notice requirements set forth in the Company's Bylaws. As of the effective date of this Charter, the Bylaws provide for the following: (a) Proxy Access. A stockholder, or group of up to twenty (20) stockho

4. Recommendations to the Board. Following its evaluation of potential candidates, the Committee shall recommend to the Board a slate of director nominees for election at each annual meeting of stockholders. In making its recommendations, the Committee shall consider the results of its evaluation process, the composition and needs of the Board, the views of stockholders, and any other factors the Committee deems rele

1. Governance Framework Oversight. The Committee shall develop and recommend to the Board a comprehensive set of corporate governance guidelines applicable to the Company (the "Corporate Governance Guidelines"), and shall periodically review and recommend updates thereto to ensure that such guidelines remain consistent with applicable law, evolving governance standards, and the long-term interests of the Company and

2. Bylaws and Certificate of Incorporation. The Committee shall periodically review the Company's Bylaws and Certificate of Incorporation and recommend amendments to the Board as appropriate to reflect changes in applicable law, governance best practices, and the Company's strategic and operational needs. The Committee shall oversee the implementation and interpretation of governance-related provisions of the Bylaws,

3. Director Independence and Related Matters. The Committee shall annually review the independence of each director under Nasdaq listing standards, including Nasdaq Rule 5605(a)(2), and applicable SEC rules and regulations, and shall recommend independence determinations to the Board for approval. In conducting such review, the Committee shall consider all relevant relationships and transactions involving each direct

I. Director Resignation Policy The Committee shall oversee the director resignation policy applicable to uncontested elections, as set forth in the Company's Corporate Governance Guidelines and Bylaws. Under such policy, any incumbent director who fails to receive a majority of the votes cast (i.e., the number of shares voted "for" the director does not exceed the number of shares voted "against" the director) in an

VI. ANNUAL REVIEW OF CHARTER The Committee shall review and reassess the adequacy of this Charter at least annually, taking into account changes in applicable law, SEC rules and regulations, Nasdaq listing standards, governance best practices, and the Company's strategic and operational needs, and shall recommend any proposed changes to the Board for approval. This Charter was adopted by the Board of Directors on Mar

VII. LIMITATIONS ON COMMITTEE'S ROLE While the Committee has the duties and responsibilities set forth in this Charter, nothing contained in this Charter shall be construed to create, or to impose on the Committee or any of its members, any duty, obligation, or liability greater than that otherwise imposed by applicable law, including the DGCL, the Company's Certificate of Incorporation, and the Company's Bylaws. The

VIII. GOVERNING LAW This Charter and the Committee's authority hereunder shall be governed by and interpreted 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. In addition, this Charter shall be interpreted consistently with the Company's Restated Certificate of I