Contract analysis

Section 1. Certification of Authority and Basis of Knowledge I, James Yoon, hereby certify that I am the Senior Vice President, Corporate Development, of Cascade Retail Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive office located at 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119. I have held the position of Senior Vice P

Section 2. Representations and Warranties — Truth and Correctness I hereby certify, on behalf of each Seller, that the representations and warranties of each Seller contained in Article IV of the Agreement are true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifications contained therein) as of the date of the Agreement (June 13, 2025) and as of th

Section 3. Performance of Covenants I hereby certify, on behalf of each Seller, that each Seller has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by such Seller on or prior to the Closing Date, including, without limitation, the following: (a) Conduct of Business in the Ordinary Course. During the interim per

Section 4. Absence of Material Adverse Effect I hereby certify, on behalf of each Seller, that since the date of the Agreement (June 13, 2025) through and including the Closing Date (July 18, 2025), no event, change, occurrence, circumstance, condition, development, state of facts, or effect has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect

Section 5. Attached Resolutions of the Board of Directors I hereby certify that attached hereto as Exhibit A are true, correct, and complete copies of the resolutions duly adopted by the Board of Directors of Cascade Retail Holdings Inc. by unanimous written consent in lieu of a special meeting, effective as of June 12, 2025 (the "Board Resolutions"), authorizing the following actions: (a) The execution, delivery, an

Section 6. Good Standing and Organization I hereby certify the following with respect to the organization and good standing of each Seller: (a) Cascade Retail Holdings Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Cascade's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Dela

Section 7. No Litigation I hereby certify that, as of the Closing Date, there is no action, suit, proceeding, claim, arbitration, governmental investigation, or other legal or administrative proceeding pending or, to the knowledge of the undersigned (after due inquiry), threatened against either Seller or any of their respective officers, directors, managers, or members that would: (a) challenge the validity or enfor

Section 8. Delivery of Closing Deliverables I hereby certify that, concurrently with or prior to the delivery of this Certificate on the Closing Date, each Seller has delivered or caused to be delivered to Buyer all of the Seller Closing Deliverables required to be delivered pursuant to Section 3.2 of the Agreement, including, without limitation, the following: (a) Asset Purchase Agreement. A duly executed counterpar

Section 9. Acknowledgments and Reliance The undersigned understands and acknowledges that Buyer is relying on the certifications, representations, and statements set forth in this Certificate in consummating the Transactions on the Closing Date. The undersigned further understands and acknowledges that this Certificate is being delivered as a condition precedent to Buyer's obligation to consummate the closing under S

Section 10. Governing Law This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to the conflicts of law rules or principles thereof that would cause the application of the laws of any other jurisdiction, consistent with the governing law provision set forth in Section 11.8 of the Agreement. [Signature Page Follows] IN WITNESS WHEREOF