Contract analysis

1. Organization. The Buyer is Cascade Retail Holdings Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Buyer was originally incorporated in the State of Delaware on September 14, 1987, under the name "Cascade Department Stores, Inc." and subsequently amended its certificate of incorporation on various occasions, including an amendment filed with t

2. Registered Agent. The Buyer's registered agent in the State of Delaware is: Capitol Registered Agents LLC 1209 Orange Street Wilmington, Delaware 19801

3. Principal Place of Business. The Buyer's principal place of business is located at: 4500 Elliott Avenue West, Suite 3200 Seattle, Washington 98119 Telephone: (206) 555-3400

4. Good Standing and Qualification. The Buyer is in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individua

5. No Exceptions. No exceptions are noted to the representation set forth in Section 5.01 of the Agreement that the Buyer has all requisite corporate power and authority to own, lease, and operate its assets and properties and to carry on its business as currently conducted. SCHEDULE 5.02 Authorization; Binding Effect Pursuant to Section 5.02 of the Agreement, the Buyer discloses the following: No exceptions are note

Section 5.03(a) — No Conflicts. Except as set forth below, the execution, delivery, and performance of the Agreement by the Buyer and the consummation of the transactions contemplated thereby, including the incurrence of the acquisition financing described herein, will not (i) conflict with or result in a violation or breach of any provision of the Buyer's Amended and Restated Certificate of Incorporation or Amended

1. Revolving Credit Facility Amendment Requirement. The Buyer is party to that certain Credit Agreement, dated as of March 17, 2022 (as amended by the First Amendment dated November 9, 2023, and the Second Amendment dated June 14, 2024, the "Revolving Credit Agreement"), among the Buyer, as borrower, Cornerstone National Bank, N.A., as Administrative Agent, and the lenders party thereto from time to time, providing f

2. Counterparty Notices and Consents Under Commercial Agreements. Certain commercial agreements to which the Buyer or its Subsidiaries are a party contain provisions that require notice to, or in certain limited cases the prior written consent of, the applicable counterparty in connection with (a) a material acquisition by the Buyer or its Subsidiaries, (b) a material change in the Buyer's capital structure, or (c) t

Section 5.03(b) — Governmental Consents and Approvals. The execution, delivery, and performance of the Agreement by the Buyer and the consummation of the transactions contemplated thereby require the following governmental consents, approvals, filings, or notifications:

1. Hart-Scott-Rodino Act Filing. A filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") is required in connection with the acquisition of the Company by the Buyer. • The Buyer and the Selling Stockholders submitted the required Notification and R

2. SEC Filings. The Buyer is required to file a Current Report on Form 8-K with the Securities and Exchange Commission (the "SEC") in connection with the execution of the Agreement and, subsequently, in connection with the consummation of the transactions contemplated thereby. The Form 8-K relating to the execution of the Agreement is expected to be filed within four (4) business days of the date hereof. Additional S

3. Nasdaq Notifications. Any required filings with, or notifications to, The Nasdaq Stock Market LLC in connection with the transactions contemplated by the Agreement, including any required notice relating to: (a) the issuance of 150,000 restricted shares of Cascade common stock (CRHI) to Julian Reeves pursuant to the post-closing employment agreement to be entered into between the Buyer and Mr. Reeves, the terms of

4. State-Level Filings. Any state-level antitrust, regulatory, or blue sky filings identified as applicable in connection with the transactions contemplated by the Agreement. As of the date hereof, the Buyer has not identified any state-level antitrust filings that are required in connection with the transactions. The Buyer will continue to evaluate whether any state-level regulatory or blue sky filings are required

1. Authorized and Outstanding Capital Stock. As of the date of the Agreement, the authorized capital stock of the Buyer consists of (a) 1,000,000,000 shares of common stock, par value $0.01 per share ("Common Stock"), and (b) 50,000,000 shares of preferred stock, par value $0.01 per share ("Preferred Stock"). As of the close of business on May 19, 2025 (the most recent practicable date prior to the date of the Agreem

2. Listing. The Common Stock is listed on The Nasdaq Stock Market LLC under the ticker symbol "CRHI." The Buyer is in compliance in all material respects with all applicable listing requirements of Nasdaq as of the date hereof.

3. Market Capitalization. Based on the closing price of the Common Stock on Nasdaq on May 19, 2025 (the last trading day prior to the date of the Agreement), the Buyer's approximate market capitalization was approximately $22,400,000,000.

4. Equity Incentive Plans and Outstanding Awards. The Buyer maintains the following equity incentive plans (collectively, the "Buyer Equity Plans"): (a) Cascade Retail Holdings Inc. 2018 Omnibus Incentive Plan (the "2018 Plan"), as amended and restated, under which the Buyer may grant stock options, restricted stock, restricted stock units ("RSUs"), performance stock units ("PSUs"), stock appreciation rights, and oth

5. Post-Closing Equity Issuances. In connection with the transactions contemplated by the Agreement, the Buyer intends to issue the following shares of restricted Common Stock pursuant to post-closing employment agreements: (a) 150,000 restricted shares of Common Stock to Julian Reeves, the current Chief Executive Officer of the Company, pursuant to the post-closing employment agreement to be entered into between the

6. Stockholder Rights Plan; Anti-Dilution and Preemptive Rights. The Buyer does not currently have in effect any stockholder rights plan, "poison pill," or similar arrangement. The Buyer's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws do not contain any preemptive rights, anti-dilution provisions, or other similar rights that would be triggered by, or that would impede the consumma

1. Timely Filings. Since January 1, 2023, the Buyer has filed all required reports, schedules, forms, statements, and other documents with the Securities and Exchange Commission (the "SEC") in a timely manner, including all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and other filings required under the Securities Exchange Act of 1934, as amended (the "E

2. Material Misstatements or Omissions. No exceptions are noted to the representation set forth in Section 5.05 of the Agreement that such filings, as of their respective dates (or, if amended or superseded by a filing prior to the date hereof, as of the date of such amendment or superseding filing), did not contain any untrue statement of a material fact or omit to state any material fact required to be stated there

3. Financial Highlights. The following financial data is provided for informational purposes: • Buyer FY2024 (fiscal year ended January 31, 2025) Revenue: $14,700,000,000 • Buyer FY2024 EBITDA: $1,830,000,000 • Buyer FY2024 Net Income: $812,000,000 • Buyer FY2024 Total Assets: $18,200,000,000 • Buyer FY2024 Total Debt (as of January 31, 2025): $2,150,000,000

4. Incorporation by Reference. For completeness, the Buyer's most recent Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the SEC on April 1, 2025, and the Buyer's subsequent Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2025 (to be filed with the SEC on or before June 12, 2025), together with all exhibits, financial statements, and notes thereto, are incorporated

5. Independent Auditors. The Buyer's independent registered public accounting firm is: Whitmore & Paige LLP 100 Federal Street, Suite 2500 Boston, Massachusetts 02110 Engagement Partner: Sandra Chiu Whitmore & Paige LLP has audited the Buyer's consolidated financial statements for each of the fiscal years ended January 31, 2025, January 31, 2024, and January 31, 2023, and has issued unqualified opinions with respect

1. No Proceedings That Would Impair or Delay the Transactions. No Actions (as defined in the Agreement) are pending or, to the Buyer's Knowledge, threatened against the Buyer or any of its Subsidiaries before any Governmental Authority that seek to, or would reasonably be expected to, enjoin, restrain, prohibit, or otherwise challenge the consummation of the transactions contemplated by the Agreement, or that would r

2. No Proceedings That Would Prevent Performance of the Agreement. No Actions are pending or, to the Buyer's Knowledge, threatened against the Buyer or any of its Subsidiaries that would reasonably be expected to prevent, materially delay, or materially impair the ability of the Buyer to perform its obligations under the Agreement or to consummate the transactions contemplated thereby.

3. Routine Litigation Matters. For informational purposes, the Buyer notes that it and its Subsidiaries are, from time to time, party to various legal proceedings, claims, disputes, regulatory inquiries, and governmental investigations arising in the ordinary course of business. These routine litigation matters are described in the Buyer's public filings with the SEC, including: (a) Item 3 (Legal Proceedings) of the

1. Sources of Funds. The Buyer has arranged financing sufficient to pay the Purchase Price of $1,200,000,000 and to consummate the transactions contemplated by the Agreement. The sources of funds for the Purchase Price are as follows: In addition to the foregoing, estimated Buyer-side transaction costs of approximately $47,300,000 will be funded from the Buyer's existing working capital.

2. Senior Secured Term Loan B. The Buyer has obtained a commitment for the Senior Secured Term Loan B pursuant to a Commitment Letter dated May 15, 2025 (Reference: CL-2025-0515-CRNB) (the "Commitment Letter"), entered into by and among the Buyer, Cornerstone National Bank, N.A., as Administrative Agent, and Caluvori Capital Partners, Inc., as Co-Lead Arranger (collectively, the "Commitment Parties"). The principal t

3. Revolving Credit Facility Draw. The Buyer intends to draw $200,000,000 under its existing $500,000,000 Revolving Credit Facility at or immediately prior to the Closing. The Revolving Credit Facility is governed by the Revolving Credit Agreement described in Schedule 5.03(a) hereof. The material terms of the Revolving Credit Facility relevant to the contemplated draw are as follows: • Facility Amount: $500,000,000

4. Cash on Hand. As of the date hereof, the Buyer has cash and cash equivalents of approximately $680,000,000 on a consolidated basis. Of this amount, $250,000,000 has been designated as the cash-on-hand component of the Purchase Price. The remaining cash and cash equivalents are available for the Buyer's ongoing working capital needs, transaction costs, and other general corporate purposes.

5. No Financing Condition. The Agreement is not subject to a financing condition. As set forth in Section 5.08(a) of the Agreement, the Buyer has represented that it has sufficient committed financing to pay the Purchase Price and all related transaction costs and to consummate the transactions contemplated by the Agreement.

6. Conditions to Funding Under the Commitment Letter. The Commitment Letter contains customary conditions to the funding of the Term Loan B, including, without limitation: (a) the absence of a Company Material Adverse Effect (as such term is defined in the Agreement, and as such definition is incorporated by reference in the Commitment Letter); (b) the accuracy in all material respects of the Specified Representation

7. Flex Provisions. The Commitment Letter and the related Fee Letter contain customary "market flex" provisions that permit the Commitment Parties to modify certain terms of the Term Loan B in order to ensure a successful syndication thereof. Such flex provisions could result in changes to the pricing (including increases to the interest rate spread and/or OID), structure, amount, and other terms of the Term Loan B,

8. Estimated Buyer-Side Transaction Costs. The following is an itemized summary of the estimated transaction costs to be incurred by the Buyer in connection with the transactions contemplated by the Agreement, all of which are to be funded from the Buyer's existing working capital: The foregoing estimates are based on the information available to the Buyer as of the date hereof and are subject to change. Actual trans

1. Financial Advisor Engagement. The Buyer has engaged Hargrove Mead & Co. as its exclusive financial advisor in connection with the transactions contemplated by the Agreement. The engagement is governed by an engagement letter dated February 28, 2025, between the Buyer and Hargrove Mead & Co. Hargrove Mead & Co. 383 Madison Avenue, 22nd Floor New York, New York 10179 Lead Banker: Christopher Dunleavy, Managing Direc

2. Advisory Fee. Pursuant to the terms of the engagement letter, the advisory fee payable to Hargrove Mead & Co. is $14,400,000, representing 1.2% of the $1,200,000,000 aggregate Purchase Price payable under the Agreement. Such fee is contingent upon, and payable at, the consummation of the transactions contemplated by the Agreement. In addition, the engagement letter provides for the reimbursement of Hargrove Mead &

3. No Other Brokers or Finders. Except for Hargrove Mead & Co. as described above, no other broker, finder, investment banker, financial advisor, or other Person is entitled to any brokerage fee, commission, finder's fee, or other similar compensation in connection with the transactions contemplated by the Agreement based upon arrangements made by or on behalf of the Buyer or any of its Affiliates. To the Buyer's Kno

1. Calderwood & Harkness LLP — Buyer's Counsel (M&A, Tax, Antitrust) 599 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 555-4200 Key Personnel: • Harrison Wexford — Responsible Partner, Mergers & Acquisitions • Beatrice Holloway — Billing Partner, Mergers & Acquisitions • Derek Okonkwo — Lead Associate, Mergers & Acquisitions • Tiffany Rosenthal — Working Associate, Mergers & Acquisitions • Sy

2. Whitfield & Crane LLP — Outside Antitrust Counsel 1200 New Hampshire Avenue NW, Suite 500 Washington, DC 20036 Telephone: (202) 555-6100 Key Personnel: • Gabriela Montoya — Partner

3. Hargrove Mead & Co. — Investment Bank / Financial Advisor 383 Madison Avenue, 22nd Floor New York, New York 10179 Telephone: (212) 555-8700 Key Personnel: • Christopher Dunleavy — Managing Director

4. Whitmore & Paige LLP — Accounting and Tax Advisor 100 Federal Street, Suite 2500 Boston, Massachusetts 02110 Telephone: (617) 555-3300 Key Personnel: • Sandra Chiu — Engagement Partner

5. Northbridge Risk Advisors LLC — Representations & Warranties Insurance Broker 125 High Street, Suite 1400 Boston, Massachusetts 02110 Telephone: (617) 555-2200 Key Personnel: • Thomas Ellingsen — Senior Vice President

6. Apex Economics LLC — Economic Consulting Firm 900 G Street NW, Suite 700 Washington, DC 20001 Telephone: (202) 555-9400 Key Personnel: • Dr. Henrik Johansson — Economic Consultant CERTIFICATION AND SIGNATURE The undersigned, being a duly authorized officer of Cascade Retail Holdings Inc., hereby certifies, on behalf of Cascade Retail Holdings Inc. and not in any individual capacity, that these Disclosure Schedules