Contract analysis

I. Purpose and Scope This memorandum sets forth the individual and aggregate equity forfeiture calculations for the seven departing Cascade Retail Holdings Inc. ("CRH" or the "Company") employees other than Priya Rathore whose coordinated resignations and subsequent employment with Verdana Commerce Group, Inc. ("Verdana") are the subject of the above-referenced litigation. The RSU forfeiture calculation for Ms. Ratho

1. Derek Linden — Vice President, Hardlines Merchandising

2. Sonia Kaczmarek — Vice President, Softlines Merchandising

3. Amara Osei — Director, Private Label Strategy

4. Brent Halvorsen — Director, Seasonal Planning & Analytics

5. Lucia Fernandez-Gill — Director, Vendor Relations (Domestic)

6. Nathan Tsao — Senior Manager, eCommerce Merchandising

7. Kira Johansson — Senior Manager, Category Analytics All seven individuals resigned from CRH simultaneously on February 7, 2025, with immediate effect, and each has since commenced employment with Verdana. The coordinated nature of these departures, together with the competitive relationship between CRH and Verdana in the multi-channel retail sector, forms the factual predicate for the Company's claims in C.A. No.

II. Equity Plan Overview All RSU awards discussed in this memorandum were granted under the Cascade Retail Holdings Inc. 2018 Omnibus Equity Incentive Plan, as amended and restated effective March 15, 2021 (the "Plan"). The Plan was approved by CRH's stockholders at the Company's 2018 Annual Meeting and authorizes the Compensation Committee of the CRH Board of Directors to grant various forms of equity-based awards—i

III. Methodology The following six-step methodology was applied uniformly to each departing employee's RSU holdings to derive the total forfeiture amount. Where the Settlement Term Sheet specifies negotiated adjustments or concessions that deviate from the strict application of this methodology, those adjustments are identified and explained in the individual calculations in Section IV. Step 1 — Identification of RSU

IV. Individual Employee Calculations A. Derek Linden — Vice President, Hardlines Merchandising Employment Summary • Title: Vice President, Hardlines Merchandising • Hire Date: Approximately February 2018 • Tenure at CRH: Approximately 7 years • Base Salary (FY2024): $340,000 • Non-Compete Period: 18 months post-termination • Resignation Date: February 7, 2025 (effective immediately) RSU Grant #1 — Initial Hire Grant

V. Summary Table — Individual Forfeitures The following table summarizes the forfeiture calculations for each of the seven departing employees addressed in this memorandum, reflecting all settlement adjustments as described in the individual calculations above: The table above reflects only active (i.e., not fully vested) grants for purposes of forfeiture. Fully vested grants from prior award cycles (e.g., Linden's G

VI. Aggregate Forfeiture — All Eight Departing Employees Combining the forfeitures calculated in this memorandum with the Rathore forfeiture addressed in the companion memorandum of even date, the total equity forfeiture across all eight members of the departing group (the "Rathore Group") is as follows: This combined equity forfeiture of $849,500 is one component of the total economic recovery to CRH under the settl

VII. Implementation Steps Upon execution of the Standstill and Settlement Agreement, which the parties are targeting for on or about April 14, 2025, the following implementation steps will be required to effectuate the equity forfeitures described herein:

1. Notification to Transfer Agent. Calderwood & Harkness, on behalf of CRH, will prepare and send a formal letter to Northland Trust Company, N.A. (CRH's transfer agent, 55 Water Street, New York, NY 10041, Attn: Corporate Actions Department) directing the cancellation of all unvested RSU awards for each of the eight departing employees. The letter will specify the grant identification numbers, the number of shares u

2. Compensation Committee Summary Letter. CRH's Compensation Committee will receive a summary letter, to be prepared by Calderwood & Harkness in coordination with CRH's Chief People Officer, Roland Ashby, describing in detail the equity clawback and forfeiture provisions applicable to each departing employee. This letter will also address the settlement adjustments (pro-rata credits, clawback waivers) and the rationa

3. Board Resolution. A draft resolution for the CRH Board of Directors ratifying the forfeitures and the overall settlement terms will be prepared for board consideration at a meeting to be scheduled on or about April 14, 2025. The resolution will authorize the Company's officers to execute the Standstill and Settlement Agreement, direct the cancellation of the unvested RSU awards, and approve the clawback recoveries

4. Notification to Outside Auditors. CRH's outside auditors, Hargrove & Tillett CPA, PLLC (lead audit partner: Denise Wheatley), should be notified promptly regarding the impact of the settlement on CRH's equity compensation disclosures for Q1 2025, including the reversal of stock-based compensation expense associated with the forfeited unvested awards. The auditors should also be informed of the update to the litiga

VIII. Open Items and Caveats The following open items and caveats should be noted in connection with the forfeiture calculations set forth in this memorandum:

1. Grant-Date vs. Mark-to-Market Valuation. The forfeiture amounts presented herein are calculated using grant-date face values per the methodology specified in Section 4(c) of the Settlement Term Sheet. If the parties or the Court of Chancery subsequently require mark-to-market valuations as of the resignation date (February 7, 2025), all figures will need to be recalculated based on CRH's closing stock price on the

2. Negotiated Pro-Rata Service Credits. The pro-rata service credits applied to Ms. Kaczmarek and Ms. Johansson are negotiated concessions reflected in the Settlement Term Sheet and the accompanying settlement worksheet. Under the strict terms of the Plan, no partial or pro-rata vesting is available for employees who terminate employment prior to a vesting date, and the application of the standard Plan provisions wou

3. Confirmation of Share Counts. Confirmation from Northland Trust Company regarding the exact number of shares of CRH common stock underlying each RSU award is pending as of the date of this memorandum. The dollar amounts stated herein are derived from the face values set forth in the individual employment agreements and RSU award agreements, which state the value of the award in dollars rather than in shares. The c

4. Tax Withholding and Reporting Implications. The forfeiture and clawback of RSU awards will have tax withholding and reporting implications for both CRH and the departing employees. Among other issues: (a) W-2 corrections may be required for employees subject to the clawback of recently vested tranches, to the extent that income was reported and taxes were withheld at the time of vesting; (b) Section 409A of the In

IX. Attachments / Supporting Materials Referenced The following attachments and supporting materials have been referenced in the preparation of this memorandum and are either attached hereto or maintained on file with the working group: Attachment 1: Individual RSU award agreements for each of the seven departing employees addressed in this memorandum (Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia