1038-00003 · Client 1038 · Transaction Documents

draft-board-resolutions-shelf-filing.docx DOCUMENT Capital Markets

9 / 12 ← → ✕

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

DRAFT — Prepared by Calderwood & Harkness LLP Matter No. 1038-00003

Prepared by: Eric Johannsen, Lead Associate, Capital Markets Group For review by: Robert Adeyemi, Responsible Partner; Jennifer Kwon, Billing Partner

Distribution: Diane Kowalski, EVP, General Counsel & Corporate Secretary Anya Petrova, VP, Deputy General Counsel — Securities & Corporate Governance

RESOLUTIONS OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.

Adopted at a [Regular/Special] Meeting of the Board of Directors Held on [●], 2026

PREAMBLE

A [regular/special] meeting of the Board of Directors (the "Board") of Cascade Retail Holdings Inc., a Delaware corporation (the "Company"), was duly called and held on [●], 2026, at [●] [a.m./p.m.] Pacific Time, at the Company's principal offices located at 4200 Harbor Boulevard, Suite 1100, Bellevue, Washington 98004 [and via teleconference in accordance with Section 141(i) of the Delaware General Corporation Law]. Notice of the meeting was duly given to all members of the Board in accordance with the Company's Amended and Restated Bylaws, or such notice was duly waived by each director entitled thereto. A quorum of the Board was present throughout the meeting, being at least a majority of the eleven (11) directors then in office and serving.

Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary of the Company, served as Secretary of the meeting and recorded the minutes thereof.

The Chair of the Board called the meeting to order and, after confirming the presence of a quorum and the propriety of the notice given or waived, proceeded to the matters set forth on the agenda. After full discussion and deliberation, and upon motion duly made, seconded, and unanimously carried by all directors present, the following resolutions were adopted:

RECITALS

WHEREAS, the Company is a publicly traded omni-channel retail and e-commerce corporation duly incorporated and validly existing under the laws of the State of Delaware, having been originally incorporated on September 14, 2001 (Delaware File Number 3487201), and the Company's shares of common stock are listed on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "CRHI";

WHEREAS, the Company's Amended and Restated Certificate of Incorporation, as currently in effect (the "Charter"), authorizes the issuance of (a) five hundred million (500,000,000) shares of common stock, par value $0.01 per share ("Common Stock"), and (b) twenty-five million (25,000,000) shares of preferred stock, par value $0.01 per share ("Preferred Stock"), issuable in one or more series, the terms, rights, preferences, and limitations of which may be fixed by the Board of Directors, provided that, as of the date hereof, no shares of Preferred Stock are issued or outstanding;

WHEREAS, as of March 15, 2026, two hundred fourteen million six hundred thousand (214,600,000) shares of Common Stock are issued and outstanding;

WHEREAS, the Company has a currently effective universal shelf registration statement on Form S-3 (File No. 333-248710) (the "Prior Shelf"), which was initially filed with the Securities and Exchange Commission (the "SEC") on June 12, 2023, and was declared effective by the SEC on June 28, 2023, covering the offer and sale from time to time of up to an aggregate offering amount of two billion five hundred million dollars ($2,500,000,000) of the Company's securities;

WHEREAS, the Prior Shelf will expire on June 28, 2026, being three (3) years from the date on which the Prior Shelf was declared effective by the SEC, and following such expiration will no longer be available for the offer and sale of securities thereunder;

WHEREAS, one billion two hundred seventy-five million dollars ($1,275,000,000) in securities has been issued under the Prior Shelf, consisting of (a) an underwritten public offering of Common Stock completed in August 2023 in the aggregate amount of eight hundred million dollars ($800,000,000) and (b) an underwritten public offering of senior notes completed in November 2024 in the aggregate amount of four hundred seventy-five million dollars ($475,000,000), leaving one billion two hundred twenty-five million dollars ($1,225,000,000) of remaining capacity under the Prior Shelf;

WHEREAS, the Board has determined, after due consideration and upon the recommendation of management, that it is advisable and in the best interests of the Company and its stockholders to authorize the preparation and filing of a new universal shelf registration statement on Form S-3 with the SEC (the "Registration Statement") to replace the Prior Shelf prior to its expiration and to provide the Company with enhanced strategic and financial flexibility to access the public capital markets expeditiously for future capital-raising transactions on terms and at times deemed favorable by the Company;

WHEREAS, the Company qualifies as a "well-known seasoned issuer" ("WKSI") as that term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of having, among other things, a worldwide market value of its outstanding voting and non-voting common equity held by non-affiliates (i.e., public float) in excess of seven hundred million dollars ($700,000,000) (the Company's estimated public float being approximately five billion nine hundred million dollars ($5,900,000,000) as of April 4, 2026, based on publicly available trading data);

WHEREAS, as a WKSI, the Registration Statement may be filed as an "automatic shelf registration statement" within the meaning of Rule 415(a)(1)(x) under the Securities Act and, upon filing with the SEC, will become automatically effective without review by or action of the SEC staff;

WHEREAS, the Board has considered the desirability of registering for potential future issuance and sale from time to time, pursuant to one or more offerings, an aggregate offering amount of up to three billion dollars ($3,000,000,000) of securities of the Company, which securities may include shares of Common Stock, shares of Preferred Stock in one or more series, debt securities (which may be senior debt securities, subordinated debt securities, or a combination thereof) in one or more series, depositary shares (each representing a fractional interest in a share of Preferred Stock), warrants to purchase any of the foregoing securities, subscription rights to purchase any of the foregoing securities, purchase contracts obligating holders to purchase any of the foregoing securities, and units consisting of two or more of the foregoing securities in any combination;

WHEREAS, the Company has engaged Calderwood & Harkness LLP as issuer's counsel in connection with the preparation, filing, and maintenance of the Registration Statement and all matters related thereto;

WHEREAS, Redmond Zanthor & Co. LLC is expected to serve as lead book-running managing underwriter, and Pinnacle Bancorp Securities LLC is expected to serve as co-managing underwriter, for future offerings of securities under the Registration Statement, and Hargrove & Lassiter LLP is expected to serve as counsel to the underwriters in connection with such offerings;

WHEREAS, Granville & Hooper LLP serves as the Company's independent registered public accounting firm and will be requested to provide customary comfort letters, consents, and other assistance in connection with the Registration Statement and any offerings of securities thereunder;

WHEREAS, the Board has the full power and authority under the Delaware General Corporation Law (the "DGCL"), including without limitation Sections 122, 141, 151, 152, and 153 thereof, and under the Company's Charter and the Company's Amended and Restated Bylaws (the "Bylaws"), to authorize the actions contemplated by these resolutions; and

WHEREAS, the Board has determined, after due consideration of all relevant factors and upon the recommendation of management, that the actions authorized by these resolutions are advisable, fair to, and in the best interests of the Company and its stockholders;

NOW, THEREFORE, BE IT:

RESOLVED CLAUSES

Resolution 1 — Authorization of Registration Statement Filing

(a) Approval of Form S-3 Registration Statement.

RESOLVED, that the preparation, execution, and filing with the SEC of a registration statement on Form S-3 (including an automatic shelf registration statement as contemplated by Rule 415(a)(1)(x) under the Securities Act) (the "Registration Statement"), and any and all amendments and supplements thereto (including post-effective amendments and any registration statements filed pursuant to Rule 462(b) under the Securities Act), registering the offer and sale from time to time of up to three billion dollars ($3,000,000,000) in aggregate offering amount of the following securities of the Company, in one or more series or issuances, at such prices and on such terms as may be determined at the time of each offering, be, and hereby is, authorized and approved in all respects:

(i) shares of Common Stock, par value $0.01 per share;

(ii) shares of Preferred Stock, par value $0.01 per share, in one or more series, with such designations, preferences, and relative, participating, optional, and other special rights, and qualifications, limitations, and restrictions thereof, as may be determined at the time of issuance;

(iii) debt securities, in one or more series, which may be senior debt securities, subordinated debt securities, or a combination thereof, to be issued under one or more Indentures (as defined below);

(iv) depositary shares, each representing a fractional interest in a share of Preferred Stock of a designated series;

(v) warrants to purchase Common Stock, Preferred Stock, debt securities, depositary shares, or any combination thereof;

(vi) subscription rights to purchase Common Stock, Preferred Stock, debt securities, depositary shares, warrants, or any combination thereof;

(vii) purchase contracts obligating holders thereof to purchase from the Company, and obligating the Company to sell to such holders, Common Stock, Preferred Stock, debt securities, depositary shares, warrants, or any combination thereof; and

(viii) units consisting of two or more of the foregoing securities in any combination, which units may be issued in such amounts and in as many distinct series as the Company may determine.

and it is further

(b) Base Prospectus and Prospectus Supplements.

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered, and directed to prepare, execute, and file with the SEC a base prospectus forming part of the Registration Statement (the "Base Prospectus"), together with one or more prospectus supplements, preliminary prospectus supplements, free writing prospectuses (within the meaning of Rule 405 under the Securities Act), pricing supplements, product supplements, term sheets, and any other offering documents, disclosure documents, or communications relating to specific offerings of securities under the Registration Statement, in such form and containing such terms, conditions, and information as such officers, in consultation with Calderwood & Harkness LLP, shall determine to be necessary, appropriate, or desirable; and it is further

RESOLVED, that all reports, proxy statements, and other documents hereafter filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of the initial filing of the Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered thereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into the Registration Statement and the prospectus forming a part thereof, in accordance with Item 12 of Form S-3 and the instructions thereto; and it is further

Resolution 2 — Delegation of Authority to Pricing Committee

(a) Establishment of Pricing Committee.

RESOLVED, that a Pricing Committee of the Board of Directors (the "Pricing Committee") is hereby established, which Pricing Committee shall consist of the Chief Executive Officer of the Company (currently Franklin "Frank" Alvarez) and the Chief Financial Officer of the Company (currently Marcus Cheng), acting together with any one (1) member of the Board of Directors, it being understood that the Pricing Committee shall exercise the authority delegated to it hereunder only when at least two (2) of its members, including at least one officer and one director member, act together and concur in the actions to be taken; and it is further

(b) Delegation of Takedown Authority.

RESOLVED, that the Pricing Committee be, and hereby is, delegated the authority, to the fullest extent permitted by the DGCL (including, without limitation, Section 141(c) thereof) and the Company's Charter and Bylaws, to approve on behalf of the Board of Directors the terms and conditions of any specific offering of securities under the Registration Statement (each, a "Takedown Offering"), including without limitation the authority to determine and approve:

(i) the class, type, and series of securities to be offered and sold in such Takedown Offering;

(ii) the aggregate principal amount (in the case of debt securities), number of shares (in the case of equity securities), or aggregate offering amount of securities to be offered and sold;

(iii) the offering price per security or the method of determining the offering price (including, in the case of at-the-market offerings conducted pursuant to Rule 415(a)(4) under the Securities Act, market-based pricing determined by reference to prevailing trading prices on Nasdaq or otherwise);

(iv) the interest rate or rates (whether fixed or floating), conversion or exchange terms, maturity date, redemption provisions (including optional and mandatory redemption schedules), sinking fund provisions, and any other financial or economic terms applicable to debt securities or Preferred Stock, as the case may be;

(v) the identity of the underwriters, initial purchasers, dealers, placement agents, sales agents, or other intermediaries to be engaged in connection with such Takedown Offering, and the terms of any underwriting discounts, commissions, selling concessions, placement agent fees, or other compensation to be paid to such intermediaries;

(vi) the intended use of proceeds from such Takedown Offering;

(vii) the timing of, and the anticipated closing date for, such Takedown Offering; and

(viii) any and all other terms and conditions of any Takedown Offering as the Pricing Committee, in its sole discretion, deems necessary, appropriate, or desirable in the interests of the Company and its stockholders;

and it is further

RESOLVED, that the aggregate offering amount of all securities sold in Takedown Offerings under the Registration Statement shall not exceed three billion dollars ($3,000,000,000) (or such greater amount as may subsequently be registered pursuant to one or more amendments or post-effective amendments to the Registration Statement duly authorized by the Board of Directors) without further Board authorization, it being understood that the foregoing limitation applies to the aggregate initial offering price of all securities sold (and not to the notional or face amount of derivative securities or units); and it is further

Resolution 3 — Authorization of Securities Types

(a) Common Stock.

RESOLVED, that the issuance and sale of shares of Common Stock of the Company under the Registration Statement, whether in underwritten public offerings, at-the-market offering programs (including pursuant to one or more equity distribution agreements), negotiated transactions, block trades, or any other method of distribution permitted under the Securities Act and the rules and regulations of the SEC promulgated thereunder, be, and hereby is, authorized and approved, and that the shares of Common Stock so issued shall be duly authorized, validly issued, fully paid, and non-assessable upon issuance and receipt by the Company of the consideration therefor as determined in accordance with these resolutions; and it is further

(b) Preferred Stock.

RESOLVED, that the Pricing Committee be, and hereby is, authorized, to the fullest extent permitted by law and the Charter, to establish one or more series of Preferred Stock for issuance under the Registration Statement, and in connection therewith to fix the designations, powers, preferences, and relative, participating, optional, and other special rights of each such series, and the qualifications, limitations, and restrictions thereof, including but not limited to dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of each such series, all to the extent permitted by Article IV of the Company's Charter and applicable provisions of the DGCL (including, without limitation, Section 151 thereof), and to cause one or more certificates of designations with respect to each such series to be prepared, executed on behalf of the Company, and filed with the Secretary of State of the State of Delaware, and to take all such other actions as may be necessary or appropriate to create and authorize each such series; and it is further

RESOLVED, that the Company be, and hereby is, authorized to issue debt securities (which may be senior debt securities, subordinated debt securities, senior subordinated debt securities, or any combination thereof) in one or more series under one or more indentures (each, an "Indenture"), to be entered into between the Company and a trustee qualified to act as such under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), on such terms and conditions (including, without limitation, the aggregate principal amount, maturity, interest rate or rates, redemption terms, conversion or exchange features, covenants, events of default, and other provisions) as the Pricing Committee or any Authorized Officer (as defined below) may approve, such approval to be conclusively evidenced by the execution and delivery of the applicable Indenture and supplemental indentures, officers' certificates, or company orders establishing the terms of each series; and it is further

(d) Depositary Shares, Warrants, Subscription Rights, Purchase Contracts, and Units.

RESOLVED, that the Company be, and hereby is, authorized to issue depositary shares (each representing a fractional interest in a share of Preferred Stock of a designated series), warrants to purchase any of the securities registered under the Registration Statement, subscription rights to purchase any of the securities registered under the Registration Statement, purchase contracts obligating holders to purchase any of the securities registered under the Registration Statement, and units consisting of combinations of two or more of the foregoing securities, under the Registration Statement, on such terms and conditions as the Pricing Committee or any Authorized Officer may approve, and to enter into, execute, and deliver such deposit agreements (with depositary receipts), warrant agreements, subscription rights agreements, purchase contract agreements, unit agreements, and other instruments, agreements, or documents as may be necessary, appropriate, or desirable in connection with the issuance and sale of any such securities, with such parties (including depositary banks, warrant agents, rights agents, purchase contract agents, and unit agents) as the Pricing Committee or any Authorized Officer may designate; and it is further

Resolution 4 — Appointment of Trustee

RESOLVED, that Meridian Trust Company, N.A., a national banking association, be, and hereby is, appointed as trustee under any Indenture to be entered into by the Company in connection with the issuance of debt securities under the Registration Statement, subject to the satisfaction by Meridian Trust Company, N.A. of the eligibility requirements of Section 310 of the Trust Indenture Act, and that the Authorized Officers be, and each of them hereby is, authorized and empowered to negotiate, execute, and deliver, on behalf of the Company, one or more Indentures and supplemental indentures with Meridian Trust Company, N.A. (or such successor or replacement trustee as the Authorized Officers may determine to be appropriate), in such form and containing such terms and provisions as the Authorized Officers shall approve, such approval to be conclusively evidenced by the execution and delivery thereof; and it is further

Resolution 5 — Authorization to Execute Ancillary Documents

(a) Underwriting Agreements and Distribution Agreements.

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered, and directed to negotiate, execute, and deliver, on behalf of the Company, one or more underwriting agreements, terms agreements, pricing agreements, distribution agreements, equity distribution agreements (including for the establishment and maintenance of at-the-market offering programs), dealer agreements, placement agency agreements, purchase agreements, forward sale agreements, or similar agreements (each, a "Distribution Agreement") with Redmond Zanthor & Co. LLC, Pinnacle Bancorp Securities LLC, and/or such other underwriters, initial purchasers, placement agents, sales agents, forward purchasers, dealers, or other financial intermediaries as the Authorized Officers or the Pricing Committee may approve, in connection with Takedown Offerings under the Registration Statement, in such form and containing such terms and conditions (including, without limitation, indemnification and contribution provisions, representations and warranties, conditions to closing, and termination provisions) as the Authorized Officers shall approve, such approval to be conclusively evidenced by the execution and delivery thereof; and it is further

(b) Other Ancillary Documents.

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered, and directed to negotiate, execute, and deliver, on behalf of the Company, any and all certificates, instruments, agreements, and documents, including but not limited to:

(i) supplemental indentures, officers' certificates, and company orders establishing the terms of specific series of debt securities;

(ii) deposit agreements and depositary receipts;

(iii) warrant agreements, subscription rights agreements, purchase contract agreements, and unit agreements;

(iv) officers' certificates delivered to underwriters, trustees, or other parties;

(v) secretary's certificates and incumbency certificates;

(vi) requests for and acknowledgments of legal opinions from Calderwood & Harkness LLP, Hargrove & Lassiter LLP, or other counsel;

(vii) requests for comfort letters, bring-down comfort letters, and consents from Granville & Hooper LLP, the Company's independent registered public accounting firm;

(viii) closing certificates and any other documents required to be delivered at the closing of any Takedown Offering;

(ix) DTC eligibility letters and CUSIP applications; and

(x) any and all other certificates, instruments, agreements, and documents,

as may be necessary, appropriate, or desirable in connection with the Registration Statement, any amendment or supplement thereto, or any Takedown Offering thereunder, the execution and delivery of any such document by an Authorized Officer to be conclusive evidence of the authority granted hereunder and of such officer's approval of the form and substance thereof; and it is further

Resolution 6 — Authorization of SEC Filing Fees

RESOLVED, that the payment of SEC filing fees in connection with the Registration Statement and any amendments or supplements thereto, estimated at four hundred fifty-nine thousand three hundred dollars ($459,300.00) based on the current SEC fee rate of $153.10 per $1,000,000 of the proposed maximum aggregate offering amount of three billion dollars ($3,000,000,000), as established by the SEC pursuant to Section 6(b) of the Securities Act (subject to adjustment based on the fee rate in effect at the time of the initial filing of the Registration Statement and any subsequent adjustments thereto), together with any additional filing fees that may become payable in connection with prospectus supplements, post-effective amendments, or Rule 462(b) registration statements filed in connection with Takedown Offerings, be, and hereby is, authorized and approved, and the Authorized Officers be, and each of them hereby is, directed to cause such fees to be paid from the general funds of the Company in a timely manner in accordance with applicable SEC rules and regulations; and it is further

Resolution 7 — Designation of Authorized Officers

RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer" and, collectively, the "Authorized Officers") be, and each of them hereby is, authorized and empowered, acting singly or jointly, to take any and all actions, and to execute and deliver any and all documents, instruments, agreements, and certificates, on behalf of the Company, as such officer may deem necessary, appropriate, or desirable to effectuate the purpose and intent of the foregoing resolutions, with full power and authority to act in the name and on behalf of the Company in all matters relating to the Registration Statement, any amendments or supplements thereto, and any Takedown Offerings thereunder:

1. Franklin "Frank" Alvarez, Chief Executive Officer;

2. Marcus Cheng, Senior Vice President and Chief Financial Officer;

3. Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary; and

4. Thomas Briggs, Vice President, Treasury & Capital Markets;

and any person who shall hereafter succeed to any of the foregoing offices or positions with the Company shall be deemed an Authorized Officer for all purposes of these resolutions without further action by the Board; and it is further

Resolution 8 — Power of Attorney for Registration Statement Signatories

RESOLVED, that each Authorized Officer and each member of the Board of Directors who is required to sign the Registration Statement or any amendment thereto be, and each of them hereby is, authorized and empowered to execute and deliver a power of attorney, substantially in the form attached hereto as Appendix A (or in such other form as Calderwood & Harkness LLP may advise), appointing each of the Authorized Officers (or any one or more of them) as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for and in his or her name, place, and stead, to sign the Registration Statement and any and all amendments thereto (including post-effective amendments) and any registration statements filed pursuant to Rule 462(b) under the Securities Act, in each case on his or her behalf, individually and in such person's capacity as a director and/or officer of the Company, and to file the same with the SEC, together with all exhibits thereto and any and all other documents filed in connection therewith, hereby granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, and hereby ratifying and confirming all that each said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue of the power of attorney granted hereby; and it is further

Resolution 9 — Nasdaq Listing Applications

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, with The Nasdaq Stock Market LLC any and all listing applications, supplemental listing applications, listing of additional shares notifications, and any other forms, notices, or communications as may be required or desirable in connection with the listing of any additional shares of Common Stock or other securities to be issued under the Registration Statement, and to take any and all other actions as may be necessary to obtain and maintain the listing of such securities on Nasdaq in compliance with Nasdaq Listing Rules; and it is further

Resolution 10 — State Securities Filings

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and empowered to prepare, execute, and file, or cause to be prepared, executed, and filed, any and all applications, registrations, qualifications, exemption filings, blue sky filings, reports, notices, and other documents with any state securities commission, state securities administrator, or any other governmental, quasi-governmental, or regulatory authority in any jurisdiction of the United States or any foreign jurisdiction, as may be necessary, appropriate, or desirable in connection with the offer, sale, and delivery of securities under the Registration Statement in compliance with applicable federal and state securities laws and the laws of any applicable foreign jurisdiction, and to pay or cause to be paid any and all filing fees, registration fees, and other charges in connection therewith; and it is further

Resolution 11 — Transfer Agent and Registrar

RESOLVED, that Meridian Trust Company, N.A. shall continue to serve as transfer agent and registrar for the Company's Common Stock, and that the Authorized Officers be, and each of them hereby is, authorized and empowered to appoint Meridian Trust Company, N.A. or such other qualified financial institution or trust company as the Authorized Officers may determine to be appropriate to serve as transfer agent, registrar, paying agent, conversion agent, exchange agent, depositary, warrant agent, rights agent, purchase contract agent, unit agent, and/or authentication agent for any and all securities issued under the Registration Statement, and to negotiate, execute, and deliver such transfer agency agreements, paying agency agreements, registrar agreements, and other agreements, instruments, and documents as may be necessary, appropriate, or desirable in connection therewith, on such terms and conditions as the Authorized Officers shall approve; and it is further

Resolution 12 — Ratification of Prior Actions

RESOLVED, that any and all actions heretofore taken by any officer, director, employee, or agent of the Company in connection with the preparation and planning for the Registration Statement and the transactions contemplated thereby, including without limitation (a) the engagement of Calderwood & Harkness LLP as issuer's counsel and the execution of engagement letters and fee arrangements in connection therewith, (b) preliminary discussions with Redmond Zanthor & Co. LLC and Pinnacle Bancorp Securities LLC regarding the structure, terms, and timing of potential future offerings under the Registration Statement, (c) the preparation of preliminary drafts of the Registration Statement, the Base Prospectus, and related documents, and (d) any communications with the SEC, Nasdaq, or other regulatory authorities in anticipation of the filing of the Registration Statement, be, and they hereby are, in all respects ratified, confirmed, approved, and adopted as the acts and deeds of the Company; and it is further

Resolution 13 — General Authorization / Omnibus Clause

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to take or cause to be taken any and all such further actions, to make or cause to be made any and all such further filings, and to execute and deliver or cause to be executed and delivered any and all such further agreements, instruments, certificates, filings, documents, and communications as any such officer, in his or her sole discretion, may deem necessary, appropriate, or desirable to carry out fully the purpose and intent of each and all of the foregoing resolutions, including without limitation the payment of all fees, costs, expenses, and disbursements (including the fees and expenses of Calderwood & Harkness LLP, Hargrove & Lassiter LLP, Granville & Hooper LLP, Meridian Trust Company, N.A., Redmond Zanthor & Co. LLC, Pinnacle Bancorp Securities LLC, and any other advisors, agents, or service providers), the taking of any and all such further actions to be conclusive evidence of such officer's approval thereof and of the authority granted hereunder, and the Board of Directors hereby declares that it shall not be necessary for the Authorized Officers or the Pricing Committee to report to or obtain further approval from the Board of Directors with respect to any action taken or document executed and delivered pursuant to the authority granted by these resolutions, except as may be expressly required by the DGCL, the Charter, or the Bylaws.

CLOSING

There being no further business to come before the meeting, and upon motion duly made, seconded, and unanimously carried, the meeting was thereupon adjourned.

I, Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary of Cascade Retail Holdings Inc., do hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at a [regular/special] meeting of the Board of Directors held on [●], 2026, at which a quorum was present and acting throughout, and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and the corporate seal of the Company as of this [●] day of [●], 2026.

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Diane Kowalski

Title: Executive Vice President, General Counsel & Corporate Secretary

Date: ________

[CORPORATE SEAL]

[Signature page to Board Resolutions — Shelf Registration Authorization]

APPENDIX A

FORM OF POWER OF ATTORNEY (Referenced in Resolution 8)

POWER OF ATTORNEY

CASCADE RETAIL HOLDINGS INC.

Registration Statement on Form S-3

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and/or officers of Cascade Retail Holdings Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints each of Franklin "Frank" Alvarez, Marcus Cheng, Diane Kowalski, and Thomas Briggs, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities (including as a director and/or officer of the Company), to sign a registration statement on Form S-3 (including an automatic shelf registration statement) relating to the offer and sale from time to time of securities of the Company (the "Registration Statement"), and any and all amendments thereto (including post-effective amendments and any registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission (the "SEC"), hereby granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Power of Attorney shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws. This Power of Attorney shall remain in full force and effect until revoked in writing by the undersigned, and any such revocation shall not affect the validity of any act or document executed or filed pursuant to this Power of Attorney prior to such revocation.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date set forth below.

Directors.

________________________________________

Name: [●]

Title: Director

Date: [●], 2026

________________________________________

Name: [●]

Title: Director

Date: [●], 2026

________________________________________

Name: [●]

Title: Director

Date: [●], 2026

________________________________________

Name: [●]

Title: Director

Date: [●], 2026

________________________________________

Name: [●]

Title: Director

Date: [●], 2026

________________________________________

Name: [●]

Title: Director

Date: [●], 2026

________________________________________

Name: [●]

Title: Director

Date: [●], 2026

________________________________________

Name: [●]

Title: Director

Date: [●], 2026

________________________________________

Name: [●]

Title: Director

Date: [●], 2026

________________________________________

Name: [●]

Title: Director

Date: [●], 2026

________________________________________

Name: [●]

Title: Director

Date: [●], 2026

Officers (Authorized Officers)

________________________________________

Name: Franklin "Frank" Alvarez

Title: Chief Executive Officer

Date: [●], 2026

________________________________________

Name: Marcus Cheng

Title: Senior Vice President and Chief Financial Officer

Date: [●], 2026

________________________________________

Name: Diane Kowalski

Title: Executive Vice President, General Counsel & Corporate Secretary

Date: [●], 2026

________________________________________

Name: Thomas Briggs

Title: Vice President, Treasury & Capital Markets

Date: [●], 2026

[Note: If notarization is required by the Company's organizational documents or by applicable law, the following notarization block should be completed for each signatory.]

STATE OF [●] COUNTY OF [●]

On this _ day of ___, 2026, before me, the undersigned notary public, personally appeared _______, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

________________________________________

Notary Public My commission expires: _____

[NOTARIAL SEAL]

DRAFT — FOR DISCUSSION PURPOSES ONLY

Prepared by Calderwood & Harkness LLP — Matter No. 1038-00003

Governed by the Delaware General Corporation Law

Brackets throughout indicate dates, times, and other information to be confirmed prior to the board meeting.

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
DRAFT — Prepared by Calderwood & Harkness LLP Matter No. 1038-00003
Prepared by: Eric Johannsen, Lead Associate, Capital Markets Group For review by: Robert Adeyemi, Responsible Partner; Jennifer Kwon, Billing Partner
Distribution: Diane Kowalski, EVP, General Counsel & Corporate Secretary Anya Petrova, VP, Deputy General Counsel — Securities & Corporate Governance
RESOLUTIONS OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.
Adopted at a [Regular/Special] Meeting of the Board of Directors Held on [●], 2026
PREAMBLE
A [regular/special] meeting of the Board of Directors (the "Board") of Cascade Retail Holdings Inc., a Delaware corporation (the "Company"), was duly called and held on [●], 2026, at [●] [a.m./p.m.] Pacific Time, at the Company's principal offices located at 4200 Harbor Boulevard, Suite 1100, Bellevue, Washington 98004 [and via teleconference in accordance with Section 141(i) of the Delaware General Corporation Law]. Notice of the meeting was duly given to all members of the Board in accordance with the Company's Amended and Restated Bylaws, or such notice was duly waived by each director entitled thereto. A quorum of the Board was present throughout the meeting, being at least a majority of the eleven (11) directors then in office and serving.
Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary of the Company, served as Secretary of the meeting and recorded the minutes thereof.
The Chair of the Board called the meeting to order and, after confirming the presence of a quorum and the propriety of the notice given or waived, proceeded to the matters set forth on the agenda. After full discussion and deliberation, and upon motion duly made, seconded, and unanimously carried by all directors present, the following resolutions were adopted:
RECITALS
WHEREAS, the Company is a publicly traded omni-channel retail and e-commerce corporation duly incorporated and validly existing under the laws of the State of Delaware, having been originally incorporated on September 14, 2001 (Delaware File Number 3487201), and the Company's shares of common stock are listed on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "CRHI";
WHEREAS, the Company's Amended and Restated Certificate of Incorporation, as currently in effect (the "Charter"), authorizes the issuance of (a) five hundred million (500,000,000) shares of common stock, par value $0.01 per share ("Common Stock"), and (b) twenty-five million (25,000,000) shares of preferred stock, par value $0.01 per share ("Preferred Stock"), issuable in one or more series, the terms, rights, preferences, and limitations of which may be fixed by the Board of Directors, provided that, as of the date hereof, no shares of Preferred Stock are issued or outstanding;
WHEREAS, as of March 15, 2026, two hundred fourteen million six hundred thousand (214,600,000) shares of Common Stock are issued and outstanding;
WHEREAS, the Company has a currently effective universal shelf registration statement on Form S-3 (File No. 333-248710) (the "Prior Shelf"), which was initially filed with the Securities and Exchange Commission (the "SEC") on June 12, 2023, and was declared effective by the SEC on June 28, 2023, covering the offer and sale from time to time of up to an aggregate offering amount of two billion five hundred million dollars ($2,500,000,000) of the Company's securities;
WHEREAS, the Prior Shelf will expire on June 28, 2026, being three (3) years from the date on which the Prior Shelf was declared effective by the SEC, and following such expiration will no longer be available for the offer and sale of securities thereunder;
WHEREAS, one billion two hundred seventy-five million dollars ($1,275,000,000) in securities has been issued under the Prior Shelf, consisting of (a) an underwritten public offering of Common Stock completed in August 2023 in the aggregate amount of eight hundred million dollars ($800,000,000) and (b) an underwritten public offering of senior notes completed in November 2024 in the aggregate amount of four hundred seventy-five million dollars ($475,000,000), leaving one billion two hundred twenty-five million dollars ($1,225,000,000) of remaining capacity under the Prior Shelf;
WHEREAS, the Board has determined, after due consideration and upon the recommendation of management, that it is advisable and in the best interests of the Company and its stockholders to authorize the preparation and filing of a new universal shelf registration statement on Form S-3 with the SEC (the "Registration Statement") to replace the Prior Shelf prior to its expiration and to provide the Company with enhanced strategic and financial flexibility to access the public capital markets expeditiously for future capital-raising transactions on terms and at times deemed favorable by the Company;
WHEREAS, the Company qualifies as a "well-known seasoned issuer" ("WKSI") as that term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of having, among other things, a worldwide market value of its outstanding voting and non-voting common equity held by non-affiliates (i.e., public float) in excess of seven hundred million dollars ($700,000,000) (the Company's estimated public float being approximately five billion nine hundred million dollars ($5,900,000,000) as of April 4, 2026, based on publicly available trading data);
WHEREAS, as a WKSI, the Registration Statement may be filed as an "automatic shelf registration statement" within the meaning of Rule 415(a)(1)(x) under the Securities Act and, upon filing with the SEC, will become automatically effective without review by or action of the SEC staff;
WHEREAS, the Board has considered the desirability of registering for potential future issuance and sale from time to time, pursuant to one or more offerings, an aggregate offering amount of up to three billion dollars ($3,000,000,000) of securities of the Company, which securities may include shares of Common Stock, shares of Preferred Stock in one or more series, debt securities (which may be senior debt securities, subordinated debt securities, or a combination thereof) in one or more series, depositary shares (each representing a fractional interest in a share of Preferred Stock), warrants to purchase any of the foregoing securities, subscription rights to purchase any of the foregoing securities, purchase contracts obligating holders to purchase any of the foregoing securities, and units consisting of two or more of the foregoing securities in any combination;
WHEREAS, the Company has engaged Calderwood & Harkness LLP as issuer's counsel in connection with the preparation, filing, and maintenance of the Registration Statement and all matters related thereto;
WHEREAS, Redmond Zanthor & Co. LLC is expected to serve as lead book-running managing underwriter, and Pinnacle Bancorp Securities LLC is expected to serve as co-managing underwriter, for future offerings of securities under the Registration Statement, and Hargrove & Lassiter LLP is expected to serve as counsel to the underwriters in connection with such offerings;
WHEREAS, Granville & Hooper LLP serves as the Company's independent registered public accounting firm and will be requested to provide customary comfort letters, consents, and other assistance in connection with the Registration Statement and any offerings of securities thereunder;
WHEREAS, the Board has the full power and authority under the Delaware General Corporation Law (the "DGCL"), including without limitation Sections 122, 141, 151, 152, and 153 thereof, and under the Company's Charter and the Company's Amended and Restated Bylaws (the "Bylaws"), to authorize the actions contemplated by these resolutions; and
WHEREAS, the Board has determined, after due consideration of all relevant factors and upon the recommendation of management, that the actions authorized by these resolutions are advisable, fair to, and in the best interests of the Company and its stockholders;
NOW, THEREFORE, BE IT:
RESOLVED CLAUSES
Resolution 1 — Authorization of Registration Statement Filing
(a) Approval of Form S-3 Registration Statement.
RESOLVED, that the preparation, execution, and filing with the SEC of a registration statement on Form S-3 (including an automatic shelf registration statement as contemplated by Rule 415(a)(1)(x) under the Securities Act) (the "Registration Statement"), and any and all amendments and supplements thereto (including post-effective amendments and any registration statements filed pursuant to Rule 462(b) under the Securities Act), registering the offer and sale from time to time of up to three billion dollars ($3,000,000,000) in aggregate offering amount of the following securities of the Company, in one or more series or issuances, at such prices and on such terms as may be determined at the time of each offering, be, and hereby is, authorized and approved in all respects:
(i) shares of Common Stock, par value $0.01 per share;
(ii) shares of Preferred Stock, par value $0.01 per share, in one or more series, with such designations, preferences, and relative, participating, optional, and other special rights, and qualifications, limitations, and restrictions thereof, as may be determined at the time of issuance;
(iii) debt securities, in one or more series, which may be senior debt securities, subordinated debt securities, or a combination thereof, to be issued under one or more Indentures (as defined below);
(iv) depositary shares, each representing a fractional interest in a share of Preferred Stock of a designated series;
(v) warrants to purchase Common Stock, Preferred Stock, debt securities, depositary shares, or any combination thereof;
(vi) subscription rights to purchase Common Stock, Preferred Stock, debt securities, depositary shares, warrants, or any combination thereof;
(vii) purchase contracts obligating holders thereof to purchase from the Company, and obligating the Company to sell to such holders, Common Stock, Preferred Stock, debt securities, depositary shares, warrants, or any combination thereof; and
(viii) units consisting of two or more of the foregoing securities in any combination, which units may be issued in such amounts and in as many distinct series as the Company may determine.
and it is further
(b) Base Prospectus and Prospectus Supplements.
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered, and directed to prepare, execute, and file with the SEC a base prospectus forming part of the Registration Statement (the "Base Prospectus"), together with one or more prospectus supplements, preliminary prospectus supplements, free writing prospectuses (within the meaning of Rule 405 under the Securities Act), pricing supplements, product supplements, term sheets, and any other offering documents, disclosure documents, or communications relating to specific offerings of securities under the Registration Statement, in such form and containing such terms, conditions, and information as such officers, in consultation with Calderwood & Harkness LLP, shall determine to be necessary, appropriate, or desirable; and it is further
(c) Incorporation by Reference.
RESOLVED, that all reports, proxy statements, and other documents hereafter filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of the initial filing of the Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered thereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into the Registration Statement and the prospectus forming a part thereof, in accordance with Item 12 of Form S-3 and the instructions thereto; and it is further
Resolution 2 — Delegation of Authority to Pricing Committee
(a) Establishment of Pricing Committee.
RESOLVED, that a Pricing Committee of the Board of Directors (the "Pricing Committee") is hereby established, which Pricing Committee shall consist of the Chief Executive Officer of the Company (currently Franklin "Frank" Alvarez) and the Chief Financial Officer of the Company (currently Marcus Cheng), acting together with any one (1) member of the Board of Directors, it being understood that the Pricing Committee shall exercise the authority delegated to it hereunder only when at least two (2) of its members, including at least one officer and one director member, act together and concur in the actions to be taken; and it is further
(b) Delegation of Takedown Authority.
RESOLVED, that the Pricing Committee be, and hereby is, delegated the authority, to the fullest extent permitted by the DGCL (including, without limitation, Section 141(c) thereof) and the Company's Charter and Bylaws, to approve on behalf of the Board of Directors the terms and conditions of any specific offering of securities under the Registration Statement (each, a "Takedown Offering"), including without limitation the authority to determine and approve:
(i) the class, type, and series of securities to be offered and sold in such Takedown Offering;
(ii) the aggregate principal amount (in the case of debt securities), number of shares (in the case of equity securities), or aggregate offering amount of securities to be offered and sold;
(iii) the offering price per security or the method of determining the offering price (including, in the case of at-the-market offerings conducted pursuant to Rule 415(a)(4) under the Securities Act, market-based pricing determined by reference to prevailing trading prices on Nasdaq or otherwise);
(iv) the interest rate or rates (whether fixed or floating), conversion or exchange terms, maturity date, redemption provisions (including optional and mandatory redemption schedules), sinking fund provisions, and any other financial or economic terms applicable to debt securities or Preferred Stock, as the case may be;
(v) the identity of the underwriters, initial purchasers, dealers, placement agents, sales agents, or other intermediaries to be engaged in connection with such Takedown Offering, and the terms of any underwriting discounts, commissions, selling concessions, placement agent fees, or other compensation to be paid to such intermediaries;
(vi) the intended use of proceeds from such Takedown Offering;
(vii) the timing of, and the anticipated closing date for, such Takedown Offering; and
(viii) any and all other terms and conditions of any Takedown Offering as the Pricing Committee, in its sole discretion, deems necessary, appropriate, or desirable in the interests of the Company and its stockholders;
and it is further
(c) Limitation on Aggregate Amount.
RESOLVED, that the aggregate offering amount of all securities sold in Takedown Offerings under the Registration Statement shall not exceed three billion dollars ($3,000,000,000) (or such greater amount as may subsequently be registered pursuant to one or more amendments or post-effective amendments to the Registration Statement duly authorized by the Board of Directors) without further Board authorization, it being understood that the foregoing limitation applies to the aggregate initial offering price of all securities sold (and not to the notional or face amount of derivative securities or units); and it is further
Resolution 3 — Authorization of Securities Types
(a) Common Stock.
RESOLVED, that the issuance and sale of shares of Common Stock of the Company under the Registration Statement, whether in underwritten public offerings, at-the-market offering programs (including pursuant to one or more equity distribution agreements), negotiated transactions, block trades, or any other method of distribution permitted under the Securities Act and the rules and regulations of the SEC promulgated thereunder, be, and hereby is, authorized and approved, and that the shares of Common Stock so issued shall be duly authorized, validly issued, fully paid, and non-assessable upon issuance and receipt by the Company of the consideration therefor as determined in accordance with these resolutions; and it is further
(b) Preferred Stock.
RESOLVED, that the Pricing Committee be, and hereby is, authorized, to the fullest extent permitted by law and the Charter, to establish one or more series of Preferred Stock for issuance under the Registration Statement, and in connection therewith to fix the designations, powers, preferences, and relative, participating, optional, and other special rights of each such series, and the qualifications, limitations, and restrictions thereof, including but not limited to dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of each such series, all to the extent permitted by Article IV of the Company's Charter and applicable provisions of the DGCL (including, without limitation, Section 151 thereof), and to cause one or more certificates of designations with respect to each such series to be prepared, executed on behalf of the Company, and filed with the Secretary of State of the State of Delaware, and to take all such other actions as may be necessary or appropriate to create and authorize each such series; and it is further
(c) Debt Securities — Indenture Authorization.
RESOLVED, that the Company be, and hereby is, authorized to issue debt securities (which may be senior debt securities, subordinated debt securities, senior subordinated debt securities, or any combination thereof) in one or more series under one or more indentures (each, an "Indenture"), to be entered into between the Company and a trustee qualified to act as such under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), on such terms and conditions (including, without limitation, the aggregate principal amount, maturity, interest rate or rates, redemption terms, conversion or exchange features, covenants, events of default, and other provisions) as the Pricing Committee or any Authorized Officer (as defined below) may approve, such approval to be conclusively evidenced by the execution and delivery of the applicable Indenture and supplemental indentures, officers' certificates, or company orders establishing the terms of each series; and it is further
(d) Depositary Shares, Warrants, Subscription Rights, Purchase Contracts, and Units.
RESOLVED, that the Company be, and hereby is, authorized to issue depositary shares (each representing a fractional interest in a share of Preferred Stock of a designated series), warrants to purchase any of the securities registered under the Registration Statement, subscription rights to purchase any of the securities registered under the Registration Statement, purchase contracts obligating holders to purchase any of the securities registered under the Registration Statement, and units consisting of combinations of two or more of the foregoing securities, under the Registration Statement, on such terms and conditions as the Pricing Committee or any Authorized Officer may approve, and to enter into, execute, and deliver such deposit agreements (with depositary receipts), warrant agreements, subscription rights agreements, purchase contract agreements, unit agreements, and other instruments, agreements, or documents as may be necessary, appropriate, or desirable in connection with the issuance and sale of any such securities, with such parties (including depositary banks, warrant agents, rights agents, purchase contract agents, and unit agents) as the Pricing Committee or any Authorized Officer may designate; and it is further
Resolution 4 — Appointment of Trustee
RESOLVED, that Meridian Trust Company, N.A., a national banking association, be, and hereby is, appointed as trustee under any Indenture to be entered into by the Company in connection with the issuance of debt securities under the Registration Statement, subject to the satisfaction by Meridian Trust Company, N.A. of the eligibility requirements of Section 310 of the Trust Indenture Act, and that the Authorized Officers be, and each of them hereby is, authorized and empowered to negotiate, execute, and deliver, on behalf of the Company, one or more Indentures and supplemental indentures with Meridian Trust Company, N.A. (or such successor or replacement trustee as the Authorized Officers may determine to be appropriate), in such form and containing such terms and provisions as the Authorized Officers shall approve, such approval to be conclusively evidenced by the execution and delivery thereof; and it is further
Resolution 5 — Authorization to Execute Ancillary Documents
(a) Underwriting Agreements and Distribution Agreements.
RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered, and directed to negotiate, execute, and deliver, on behalf of the Company, one or more underwriting agreements, terms agreements, pricing agreements, distribution agreements, equity distribution agreements (including for the establishment and maintenance of at-the-market offering programs), dealer agreements, placement agency agreements, purchase agreements, forward sale agreements, or similar agreements (each, a "Distribution Agreement") with Redmond Zanthor & Co. LLC, Pinnacle Bancorp Securities LLC, and/or such other underwriters, initial purchasers, placement agents, sales agents, forward purchasers, dealers, or other financial intermediaries as the Authorized Officers or the Pricing Committee may approve, in connection with Takedown Offerings under the Registration Statement, in such form and containing such terms and conditions (including, without limitation, indemnification and contribution provisions, representations and warranties, conditions to closing, and termination provisions) as the Authorized Officers shall approve, such approval to be conclusively evidenced by the execution and delivery thereof; and it is further
(b) Other Ancillary Documents.
RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered, and directed to negotiate, execute, and deliver, on behalf of the Company, any and all certificates, instruments, agreements, and documents, including but not limited to:
(i) supplemental indentures, officers' certificates, and company orders establishing the terms of specific series of debt securities;
(ii) deposit agreements and depositary receipts;
(iii) warrant agreements, subscription rights agreements, purchase contract agreements, and unit agreements;
(iv) officers' certificates delivered to underwriters, trustees, or other parties;
(v) secretary's certificates and incumbency certificates;
(vi) requests for and acknowledgments of legal opinions from Calderwood & Harkness LLP, Hargrove & Lassiter LLP, or other counsel;
(vii) requests for comfort letters, bring-down comfort letters, and consents from Granville & Hooper LLP, the Company's independent registered public accounting firm;
(viii) closing certificates and any other documents required to be delivered at the closing of any Takedown Offering;
(ix) DTC eligibility letters and CUSIP applications; and
(x) any and all other certificates, instruments, agreements, and documents,
as may be necessary, appropriate, or desirable in connection with the Registration Statement, any amendment or supplement thereto, or any Takedown Offering thereunder, the execution and delivery of any such document by an Authorized Officer to be conclusive evidence of the authority granted hereunder and of such officer's approval of the form and substance thereof; and it is further
Resolution 6 — Authorization of SEC Filing Fees
RESOLVED, that the payment of SEC filing fees in connection with the Registration Statement and any amendments or supplements thereto, estimated at four hundred fifty-nine thousand three hundred dollars ($459,300.00) based on the current SEC fee rate of $153.10 per $1,000,000 of the proposed maximum aggregate offering amount of three billion dollars ($3,000,000,000), as established by the SEC pursuant to Section 6(b) of the Securities Act (subject to adjustment based on the fee rate in effect at the time of the initial filing of the Registration Statement and any subsequent adjustments thereto), together with any additional filing fees that may become payable in connection with prospectus supplements, post-effective amendments, or Rule 462(b) registration statements filed in connection with Takedown Offerings, be, and hereby is, authorized and approved, and the Authorized Officers be, and each of them hereby is, directed to cause such fees to be paid from the general funds of the Company in a timely manner in accordance with applicable SEC rules and regulations; and it is further
Resolution 7 — Designation of Authorized Officers
RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer" and, collectively, the "Authorized Officers") be, and each of them hereby is, authorized and empowered, acting singly or jointly, to take any and all actions, and to execute and deliver any and all documents, instruments, agreements, and certificates, on behalf of the Company, as such officer may deem necessary, appropriate, or desirable to effectuate the purpose and intent of the foregoing resolutions, with full power and authority to act in the name and on behalf of the Company in all matters relating to the Registration Statement, any amendments or supplements thereto, and any Takedown Offerings thereunder:
1.  Franklin "Frank" Alvarez, Chief Executive Officer;
2.  Marcus Cheng, Senior Vice President and Chief Financial Officer;
3.  Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary; and
4.  Thomas Briggs, Vice President, Treasury & Capital Markets;
and any person who shall hereafter succeed to any of the foregoing offices or positions with the Company shall be deemed an Authorized Officer for all purposes of these resolutions without further action by the Board; and it is further
Resolution 8 — Power of Attorney for Registration Statement Signatories
RESOLVED, that each Authorized Officer and each member of the Board of Directors who is required to sign the Registration Statement or any amendment thereto be, and each of them hereby is, authorized and empowered to execute and deliver a power of attorney, substantially in the form attached hereto as Appendix A (or in such other form as Calderwood & Harkness LLP may advise), appointing each of the Authorized Officers (or any one or more of them) as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for and in his or her name, place, and stead, to sign the Registration Statement and any and all amendments thereto (including post-effective amendments) and any registration statements filed pursuant to Rule 462(b) under the Securities Act, in each case on his or her behalf, individually and in such person's capacity as a director and/or officer of the Company, and to file the same with the SEC, together with all exhibits thereto and any and all other documents filed in connection therewith, hereby granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, and hereby ratifying and confirming all that each said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue of the power of attorney granted hereby; and it is further
Resolution 9 — Nasdaq Listing Applications
RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, with The Nasdaq Stock Market LLC any and all listing applications, supplemental listing applications, listing of additional shares notifications, and any other forms, notices, or communications as may be required or desirable in connection with the listing of any additional shares of Common Stock or other securities to be issued under the Registration Statement, and to take any and all other actions as may be necessary to obtain and maintain the listing of such securities on Nasdaq in compliance with Nasdaq Listing Rules; and it is further
Resolution 10 — State Securities Filings
RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and empowered to prepare, execute, and file, or cause to be prepared, executed, and filed, any and all applications, registrations, qualifications, exemption filings, blue sky filings, reports, notices, and other documents with any state securities commission, state securities administrator, or any other governmental, quasi-governmental, or regulatory authority in any jurisdiction of the United States or any foreign jurisdiction, as may be necessary, appropriate, or desirable in connection with the offer, sale, and delivery of securities under the Registration Statement in compliance with applicable federal and state securities laws and the laws of any applicable foreign jurisdiction, and to pay or cause to be paid any and all filing fees, registration fees, and other charges in connection therewith; and it is further
Resolution 11 — Transfer Agent and Registrar
RESOLVED, that Meridian Trust Company, N.A. shall continue to serve as transfer agent and registrar for the Company's Common Stock, and that the Authorized Officers be, and each of them hereby is, authorized and empowered to appoint Meridian Trust Company, N.A. or such other qualified financial institution or trust company as the Authorized Officers may determine to be appropriate to serve as transfer agent, registrar, paying agent, conversion agent, exchange agent, depositary, warrant agent, rights agent, purchase contract agent, unit agent, and/or authentication agent for any and all securities issued under the Registration Statement, and to negotiate, execute, and deliver such transfer agency agreements, paying agency agreements, registrar agreements, and other agreements, instruments, and documents as may be necessary, appropriate, or desirable in connection therewith, on such terms and conditions as the Authorized Officers shall approve; and it is further
Resolution 12 — Ratification of Prior Actions
RESOLVED, that any and all actions heretofore taken by any officer, director, employee, or agent of the Company in connection with the preparation and planning for the Registration Statement and the transactions contemplated thereby, including without limitation (a) the engagement of Calderwood & Harkness LLP as issuer's counsel and the execution of engagement letters and fee arrangements in connection therewith, (b) preliminary discussions with Redmond Zanthor & Co. LLC and Pinnacle Bancorp Securities LLC regarding the structure, terms, and timing of potential future offerings under the Registration Statement, (c) the preparation of preliminary drafts of the Registration Statement, the Base Prospectus, and related documents, and (d) any communications with the SEC, Nasdaq, or other regulatory authorities in anticipation of the filing of the Registration Statement, be, and they hereby are, in all respects ratified, confirmed, approved, and adopted as the acts and deeds of the Company; and it is further
Resolution 13 — General Authorization / Omnibus Clause
RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to take or cause to be taken any and all such further actions, to make or cause to be made any and all such further filings, and to execute and deliver or cause to be executed and delivered any and all such further agreements, instruments, certificates, filings, documents, and communications as any such officer, in his or her sole discretion, may deem necessary, appropriate, or desirable to carry out fully the purpose and intent of each and all of the foregoing resolutions, including without limitation the payment of all fees, costs, expenses, and disbursements (including the fees and expenses of Calderwood & Harkness LLP, Hargrove & Lassiter LLP, Granville & Hooper LLP, Meridian Trust Company, N.A., Redmond Zanthor & Co. LLC, Pinnacle Bancorp Securities LLC, and any other advisors, agents, or service providers), the taking of any and all such further actions to be conclusive evidence of such officer's approval thereof and of the authority granted hereunder, and the Board of Directors hereby declares that it shall not be necessary for the Authorized Officers or the Pricing Committee to report to or obtain further approval from the Board of Directors with respect to any action taken or document executed and delivered pursuant to the authority granted by these resolutions, except as may be expressly required by the DGCL, the Charter, or the Bylaws.
CLOSING
There being no further business to come before the meeting, and upon motion duly made, seconded, and unanimously carried, the meeting was thereupon adjourned.
I, Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary of Cascade Retail Holdings Inc., do hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at a [regular/special] meeting of the Board of Directors held on [●], 2026, at which a quorum was present and acting throughout, and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and the corporate seal of the Company as of this [●] day of [●], 2026.
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Diane Kowalski
Title: Executive Vice President, General Counsel & Corporate Secretary
Date: ________
[CORPORATE SEAL]
[Signature page to Board Resolutions — Shelf Registration Authorization]
APPENDIX A
FORM OF POWER OF ATTORNEY (Referenced in Resolution 8)
POWER OF ATTORNEY
CASCADE RETAIL HOLDINGS INC.
Registration Statement on Form S-3
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and/or officers of Cascade Retail Holdings Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints each of Franklin "Frank" Alvarez, Marcus Cheng, Diane Kowalski, and Thomas Briggs, and each of them individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities (including as a director and/or officer of the Company), to sign a registration statement on Form S-3 (including an automatic shelf registration statement) relating to the offer and sale from time to time of securities of the Company (the "Registration Statement"), and any and all amendments thereto (including post-effective amendments and any registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission (the "SEC"), hereby granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Power of Attorney shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws. This Power of Attorney shall remain in full force and effect until revoked in writing by the undersigned, and any such revocation shall not affect the validity of any act or document executed or filed pursuant to this Power of Attorney prior to such revocation.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date set forth below.
Directors.  
________________________________________
Name: [●]
Title: Director
Date: [●], 2026
________________________________________
Name: [●]
Title: Director
Date: [●], 2026
________________________________________
Name: [●]
Title: Director
Date: [●], 2026
________________________________________
Name: [●]
Title: Director
Date: [●], 2026
________________________________________
Name: [●]
Title: Director
Date: [●], 2026
________________________________________
Name: [●]
Title: Director
Date: [●], 2026
________________________________________
Name: [●]
Title: Director
Date: [●], 2026
________________________________________
Name: [●]
Title: Director
Date: [●], 2026
________________________________________
Name: [●]
Title: Director
Date: [●], 2026
________________________________________
Name: [●]
Title: Director
Date: [●], 2026
________________________________________
Name: [●]
Title: Director
Date: [●], 2026
Officers (Authorized Officers)
________________________________________
Name: Franklin "Frank" Alvarez
Title: Chief Executive Officer
Date: [●], 2026
________________________________________
Name: Marcus Cheng
Title: Senior Vice President and Chief Financial Officer
Date: [●], 2026
________________________________________
Name: Diane Kowalski
Title: Executive Vice President, General Counsel & Corporate Secretary
Date: [●], 2026
________________________________________
Name: Thomas Briggs
Title: Vice President, Treasury & Capital Markets
Date: [●], 2026
[Note: If notarization is required by the Company's organizational documents or by applicable law, the following notarization block should be completed for each signatory.]
STATE OF [●] COUNTY OF [●]
On this _ day of ___, 2026, before me, the undersigned notary public, personally appeared _______, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public My commission expires: _____
[NOTARIAL SEAL]
DRAFT — FOR DISCUSSION PURPOSES ONLY
Prepared by Calderwood & Harkness LLP — Matter No. 1038-00003
Governed by the Delaware General Corporation Law
Brackets throughout indicate dates, times, and other information to be confirmed prior to the board meeting.

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

RESOLUTIONS OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC.

PREAMBLE

RECITALS

NOW, THEREFORE, BE IT:

RESOLVED CLAUSES

CLOSING

CASCADE RETAIL HOLDINGS INC.

APPENDIX A

POWER OF ATTORNEY

CASCADE RETAIL HOLDINGS INC.

Record

Parties

Dates

Amounts