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FORM OF UNDERWRITING AGREEMENT (EQUITY SECURITIES)

Cascade Retail Holdings Inc. — Common Stock

Prepared by:

Calderwood & Harkness LLP 1501 Fourth Avenue, Suite 4800 Seattle, WA 98101

May 12, 2026

Matter Number: 1038-00003

For use in connection with takedown offerings of equity securities under Registration Statement on Form S-3 (File No. [●]) filed by Cascade Retail Holdings Inc. with the Securities and Exchange Commission. This form of Underwriting Agreement is a template prepared for use in connection with future equity takedown offerings by Cascade Retail Holdings Inc. under its universal shelf registration statement on Form S-3. All bracketed terms ("[●]") are to be completed at the time of any specific takedown offering. This form is subject to revision based on market conditions, regulatory developments, and negotiation with the underwriting syndicate and their counsel.

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UNDERWRITING AGREEMENT

[●], 20[●]

Redmond Zanthor & Co. LLC As Representative of the Several Underwriters 383 Madison Square New York, NY 10017

Ladies and Gentlemen:

Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal executive offices at 4200 Harbor Boulevard, Suite 1100, Bellevue, WA 98004, confirms its agreement with Redmond Zanthor & Co. LLC ("Redmond Zanthor"), acting as representative (in such capacity, the "Representative") of the several underwriters named in Schedule I hereto (the "Underwriters"), including Pinnacle Bancorp Securities LLC as anticipated co-manager, with respect to the issuance and sale by the Company and the purchase by the several Underwriters, acting severally and not jointly, of the shares of Common Stock (as defined below) of the Company specified herein.

RECITALS

WHEREAS, the Company has filed, or will file prior to the effectiveness of any offering contemplated hereby, a registration statement on Form S-3 (File No. [●]) (the "Registration Statement") with the Securities and Exchange Commission (the "Commission" or "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), including a base prospectus (the "Base Prospectus"), as an automatic shelf registration statement of a well-known seasoned issuer (a "WKSI") as defined in Rule 405 under the Securities Act, which Registration Statement became effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act;

WHEREAS, the Registration Statement covers the offering and sale from time to time of up to $3,000,000,000 in aggregate initial offering price of various securities of the Company, including shares of common stock, par value $0.01 per share, of the Company ("Common Stock"), debt securities, warrants, depositary shares, purchase contracts, and units, in each case on the terms and subject to the conditions set forth in such Registration Statement;

WHEREAS, the Company proposes to issue and sell [●] shares of Common Stock (the "Firm Shares") and, solely to cover overallotments, grants to the Underwriters an option to purchase up to an additional [●] shares of Common Stock (the "Option Shares"; together with the Firm Shares, the "Shares") as set forth more fully herein;

WHEREAS, the Company has prepared, or will prepare prior to the initial sale of the Shares, a prospectus supplement dated [●] (the "Prospectus Supplement"), which, together with the Base Prospectus included in the Registration Statement, constitutes the "Prospectus" relating to the offering and sale of the Shares;

WHEREAS, the Common Stock of the Company is listed on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "CRHI"; and

WHEREAS, the Company and the several Underwriters wish to confirm the agreement among them concerning the purchase of the Shares from the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Underwriters, severally and not jointly, agree as follows:

ARTICLE I — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.

"Act" or "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

"Applicable Time" means [●] [a.m./p.m.] (Eastern time) on the date of this Agreement, or such other time as agreed by the Company and the Representative.

"Base Prospectus" means the base prospectus included in the Registration Statement, as it may be amended or supplemented from time to time (other than by the Prospectus Supplement).

"Closing Date" means the date of delivery of and payment for the Firm Shares as set forth in Section 2.3 of this Agreement.

"Commission" or "SEC" means the Securities and Exchange Commission of the United States.

"Common Stock" means the common stock, par value $0.01 per share, of the Company.

"Company" means Cascade Retail Holdings Inc., a Delaware corporation.

"Disclosure Package" means the Prospectus Supplement, the Base Prospectus, and any Issuer Free Writing Prospectuses listed on Schedule III hereto, all considered together, as of the Applicable Time.

"Effective Date" means the date on which the Registration Statement became or becomes effective under the Securities Act.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

"Firm Shares" means the [●] shares of Common Stock to be sold by the Company to the several Underwriters pursuant to Section 2.1 of this Agreement.

"Free Writing Prospectus" has the meaning set forth in Rule 405 under the Securities Act.

"Issuer Free Writing Prospectus" means each Free Writing Prospectus prepared by or on behalf of the Company, or used or referred to by the Company, in connection with the offering of the Shares, including any document listed on Schedule III hereto.

"Option Closing Date" means any date on which Option Shares are delivered to and paid for by the Underwriters pursuant to Section 2.3 of this Agreement.

"Option Shares" means up to [●] additional shares of Common Stock subject to the Overallotment Option granted to the Underwriters pursuant to Section 2.2 of this Agreement.

"Prospectus" means the Base Prospectus as supplemented by the Prospectus Supplement, including all documents incorporated by reference therein as of the date of the Prospectus Supplement (or, if later, the date of the most recent amendment or supplement thereto).

"Prospectus Supplement" means the prospectus supplement dated [●] relating specifically to the Shares, to be filed with the Commission pursuant to Rule 424(b) under the Securities Act.

"Purchase Price" means $[●] per share, being the public offering price per share of $[●] less the underwriting discount per share of $[●].

"Registration Statement" means the registration statement on Form S-3 (File No. [●]) filed by the Company with the Commission under the Securities Act, including all amendments thereto (including any post-effective amendments), all exhibits thereto, and all documents incorporated by reference therein, as of the Effective Date (or, if later, as of the date of the most recently filed amendment or post-effective amendment thereto that has become effective prior to the execution of this Agreement).

"Representative" means Redmond Zanthor & Co. LLC, in its capacity as representative of the several Underwriters.

"Shares" means, collectively, the Firm Shares and the Option Shares.

"Transfer Agent" means Meridian Trust Company, N.A., located at 6201 15th Avenue, Brooklyn, NY 11219, or any successor transfer agent and registrar appointed by the Company for the Common Stock.

"Underwriters" means the several underwriters named in Schedule I hereto, for whom the Representative is acting as representative.

"WKSI" means a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act.

References to the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or the Disclosure Package shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval System ("EDGAR").

ARTICLE II — PURCHASE AND SALE OF SHARES

Section 2.1 — Agreement to Sell and Purchase.

Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto at a purchase price per share of $[●] (the "Purchase Price"), which Purchase Price represents the public offering price of $[●] per share less an underwriting discount of $[●] per share. The Company shall not be obligated to deliver any of the Firm Shares to be delivered on the Closing Date except upon payment for all such Firm Shares to be purchased on the Closing Date as provided herein. The aggregate number of Firm Shares to be sold by the Company and purchased by the Underwriters is [●] shares of Common Stock. The aggregate public offering price for the Firm Shares shall be $[●], the aggregate underwriting discount shall be $[●], and the aggregate net proceeds to the Company (before deducting expenses) shall be $[●], in each case as set forth on Schedule III hereto.

Section 2.2 — Overallotment Option.

(a) The Company hereby grants to the several Underwriters an option (the "Overallotment Option") to purchase, in whole or in part, up to [●] additional shares of Common Stock (the "Option Shares") at the Purchase Price, solely for the purpose of covering overallotments in connection with the offering and sale of the Firm Shares. The Overallotment Option may be exercised at any time, and from time to time, within thirty (30) days from the date of the Prospectus Supplement.

(b) The Overallotment Option shall be exercised by the Representative giving written notice (or telephonic notice confirmed promptly in writing) to the Company, which notice shall specify the aggregate number of Option Shares to be purchased and the date on which such Option Shares are to be delivered (the "Option Closing Date"). The Option Closing Date shall be no earlier than two (2) business days after the date on which such notice is given and, in any event, no later than the expiration of the thirty (30)-day exercise period. Each such notice shall set forth the number of Option Shares to be purchased by each Underwriter, which shall be in proportion (subject to adjustment by the Representative to eliminate fractional shares) to the number of Firm Shares to be purchased by such Underwriter as set forth opposite such Underwriter's name in Schedule I hereto.

(c) The Option Shares shall be allocated among the several Underwriters in the same proportion as the Firm Shares are allocated among such Underwriters as set forth in Schedule I hereto, subject to such adjustments as the Representative, in its sole discretion, may make to eliminate fractional shares.

Section 2.3 — Payment and Delivery.

(a) Firm Shares. Payment for the Firm Shares shall be made on the Closing Date by wire transfer of immediately available funds in United States dollars to the account designated by the Company, against delivery of the Firm Shares through the facilities of The Depository Trust Company ("DTC") for the accounts of the several Underwriters. The Closing Date shall be [●], 20[●] (the [●] business day following the date of the Prospectus Supplement), or such other date as the Representative and the Company may agree in writing; provided, that the Closing Date shall in no event be later than [●] business days after the date of pricing of the Firm Shares. The closing for the Firm Shares (the "Closing") shall take place at the offices of Hargrove & Lassiter LLP, 51 West 52nd Street, New York, NY 10019, or at such other place as may be agreed upon by the Company and the Representative.

(b) Option Shares. Payment for any Option Shares to be purchased on any Option Closing Date shall be made in the same manner as payment for the Firm Shares, by wire transfer of immediately available funds in United States dollars to the account designated by the Company, against delivery of such Option Shares through the facilities of DTC for the accounts of the several Underwriters. The closing for any Option Shares shall take place at the same location as the Closing or at such other place as may be agreed upon by the Company and the Representative.

(c) The Company shall pay all documentary, stamp, and similar issue or transfer taxes, if any, incurred in connection with the issuance, sale, and delivery of the Shares to the Underwriters.

Section 2.4 — Denominations and Registration.

(a) The Shares shall be delivered in book-entry form through the facilities of DTC. The Company shall cause the Transfer Agent to credit the Shares to the respective accounts of the several Underwriters at DTC designated by the Representative in writing.

(b) The transfer agent and registrar for the Common Stock is Meridian Trust Company, N.A., 6201 15th Avenue, Brooklyn, NY 11219, or such other transfer agent and registrar as the Company may designate in accordance with Section 4.8 hereof.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to, and agrees with, each of the several Underwriters as of the date hereof and as of the Closing Date (and, with respect to any Option Shares, as of the applicable Option Closing Date) as follows:

Section 3.1 — Organization and Qualification.

(a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware File Number 3487201, having been incorporated on September 14, 2001. The Company has the requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement, the Prospectus, and the Disclosure Package. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders' equity, or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect").

(b) Each material subsidiary of the Company is duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of its respective jurisdiction of organization, with the requisite power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement, the Prospectus, and the Disclosure Package. The material subsidiaries of the Company, their respective jurisdictions of organization, and their ownership are as set forth on Schedule II hereto. Without limiting the foregoing, the following subsidiaries are material subsidiaries of the Company:

(i) Cascade Retail Operating Company LLC, a limited liability company organized and existing under the laws of the State of Delaware;

(ii) Cascade Digital Commerce Inc., a corporation organized and existing under the laws of the State of Delaware;

(iii) CRH Distribution Services LLC, a limited liability company organized and existing under the laws of the State of Washington; and

(iv) Cascade Retail Canada ULC, an unlimited liability company organized and existing under the laws of the Province of British Columbia, Canada.

Section 3.2 — Capitalization.

(a) The authorized capital stock of the Company consists of (i) 500,000,000 shares of Common Stock, par value $0.01 per share, and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock").

(b) As of [record date], [●] shares of Common Stock were issued and outstanding. As of March 15, 2026, 214,600,000 shares of Common Stock were issued and outstanding, which number is subject to update at the time of any specific takedown offering. No shares of Preferred Stock are currently outstanding. All issued and outstanding shares of Common Stock have been duly authorized, validly issued, and are fully paid and nonassessable, and were not issued in violation of any preemptive rights, rights of first refusal, or similar rights of any person.

(c) The Shares to be issued and sold by the Company hereunder have been duly authorized and, when issued and delivered by the Company against payment therefor as provided in this Agreement, will be validly issued, fully paid, and nonassessable, and the issuance of the Shares will not be subject to any preemptive rights, rights of first refusal, or similar rights of any person.

(d) Except as described in the Registration Statement, the Prospectus, and the Disclosure Package, there are no outstanding (i) securities or obligations of the Company or any subsidiary convertible into or exchangeable for any shares of capital stock of the Company, (ii) warrants, rights, or options to subscribe for or purchase from the Company or any subsidiary any such shares of capital stock, or (iii) contracts, commitments, agreements, understandings, or arrangements of any kind relating to the issuance of any shares of capital stock of the Company, any such convertible or exchangeable securities, or any such warrants, rights, or options. The Company's outstanding equity compensation plans, stock options, restricted stock units, and other equity awards are as described in the Registration Statement, the Prospectus, and the Disclosure Package, in each case as of the dates set forth therein, and any changes thereto since such dates will be confirmed and updated at the time of takedown.

Section 3.3 — Authorization of this Agreement and the Shares.

The execution and delivery of this Agreement by the Company, the issuance and sale of the Shares, and the consummation of the transactions contemplated hereby and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company, including resolutions duly adopted by the Board of Directors of the Company (or a duly authorized committee thereof). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and (ii) general principles of equity (whether considered in a proceeding at law or in equity).

Section 3.4 — Registration Statement and Prospectus.

(a) The Registration Statement has been filed with the Commission as an automatic shelf registration statement of a WKSI pursuant to Rule 462(e) under the Securities Act and became effective upon filing. No stop order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceedings for that purpose have been instituted, are pending, or, to the Company's knowledge, are contemplated or threatened by the Commission. The Company has complied, and will comply, with Rule 433 under the Securities Act with respect to each Issuer Free Writing Prospectus.

(b) The Registration Statement, the Prospectus, and the Disclosure Package comply, and as amended or supplemented, if applicable, will comply, in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder. Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement, the Prospectus, or the Disclosure Package complied or will comply, when so filed, in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder.

(c) As of the Effective Date, the Registration Statement did not contain, and as of each date on which it is deemed to be a new registration statement pursuant to Rule 415(a)(6) under the Securities Act, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(d) As of the date of the Prospectus and at the Closing Date (and, with respect to any Option Shares, as of the applicable Option Closing Date), the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(e) As of the Applicable Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) Each Issuer Free Writing Prospectus, as of its date and at all subsequent times through the completion of the offering of the Shares (unless superseded or modified by a subsequent filing under the Exchange Act incorporated by reference in the Registration Statement or by a subsequent Issuer Free Writing Prospectus), did not, does not, and will not include any information that conflicted, conflicts, or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein.

(g) All documents incorporated by reference in the Registration Statement and the Prospectus were, at the time they were filed with the Commission, in compliance in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained, at the time of filing, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 3.5 — No Material Adverse Change.

Since the date of the most recent audited or unaudited financial statements of the Company included or incorporated by reference in the Disclosure Package, (i) there has not been any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the business, properties, management, financial position, stockholders' equity, or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Change"), and (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries, taken as a whole, or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries, taken as a whole, in each case, except as set forth in or contemplated by the Registration Statement, the Prospectus, and the Disclosure Package.

Section 3.6 — Independent Auditor.

Granville & Hooper LLP, with offices at 1700 Market Street, Suite 2400, Philadelphia, PA 19103, which has audited certain of the consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of the Securities Act, the Exchange Act, and the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States). To the Company's knowledge, Granville & Hooper LLP has not been identified by the Public Company Accounting Oversight Board as having any deficiency that would impair its ability to serve as the Company's independent auditor.

Section 3.7 — Financial Statements.

The consolidated financial statements and the related notes and schedules of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the financial condition, results of operations, and cash flows of the Company and its consolidated subsidiaries at the respective dates and for the respective periods indicated, and have been prepared in conformity with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods involved, except as otherwise stated therein. The selected financial data, the summary financial data, and the supplementary financial information included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the audited and unaudited consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus. No other financial statements or schedules of the Company are required by the Securities Act, the Exchange Act, or the rules and regulations of the Commission thereunder to be included or incorporated by reference in the Registration Statement or the Prospectus.

Section 3.8 — No Violation or Default.

(a) Neither the Company nor any of its subsidiaries is in violation of its certificate of incorporation, bylaws, limited liability company agreement, or other comparable organizational documents, as applicable.

(b) The execution, delivery, and performance by the Company of this Agreement, the issuance and sale of the Shares, and the application of the net proceeds thereof as described in the Prospectus under the caption "Use of Proceeds" will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, license, lease, or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation of the Company or the Amended and Restated Bylaws of the Company, or (iii) result in any violation of any statute, law, rule, regulation, judgment, order, or decree of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, except, in the case of clauses (i) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) Without limiting the generality of the foregoing, the execution and performance of this Agreement, the issuance and sale of the Shares, and the application of the net proceeds thereof will not conflict with or constitute a default under (i) the $1,500,000,000 Senior Secured Revolving Credit Facility Agreement, dated as of August 15, 2024, among the Company, certain subsidiaries of the Company as guarantors, the lenders party thereto, and Northgate Capital Bank, N.A., as administrative agent (maturing August 15, 2029), (ii) the Indenture, dated as of March 1, 2024, between the Company and Northgate Capital Bank, N.A., as trustee, governing the Company's 4.250% Senior Notes due 2031 ($750,000,000 aggregate principal amount outstanding), or (iii) the Indenture, dated as of November 15, 2024, between the Company and Northgate Capital Bank, N.A., as trustee, governing the Company's 5.125% Senior Notes due 2034 ($500,000,000 aggregate principal amount outstanding).

Section 3.9 — Compliance with Laws.

The Company and each of its subsidiaries are in compliance in all material respects with all applicable federal, state, local, and foreign statutes, laws, rules, regulations, ordinances, codes, and orders, including, without limitation, those relating to employment and labor, workplace health and safety, environmental protection, data privacy and security, consumer protection, and anti-corruption, except where the failure to be in such compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.10 — Listing.

The Common Stock is listed on Nasdaq under the ticker symbol "CRHI." The Company is in compliance in all material respects with all applicable listing standards and requirements of Nasdaq. The Shares have been approved for listing on Nasdaq, subject only to official notice of issuance.

Section 3.11 — No Proceedings.

(a) There are no legal or governmental proceedings pending or, to the Company's knowledge, threatened against the Company or any of its subsidiaries that (i) would be required to be disclosed in the Registration Statement, the Prospectus, or the Disclosure Package and are not so disclosed, or (ii) could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) There are no contracts or documents of the Company or any of its subsidiaries that would be required to be described in the Registration Statement, the Prospectus, or the Disclosure Package, or to be filed as exhibits to the Registration Statement, that are not described or filed as required by the Securities Act and the rules and regulations of the Commission thereunder.

Section 3.12 — Taxes.

The Company and its subsidiaries have filed all material federal, state, local, and foreign tax returns required to be filed through the date hereof (or have obtained extensions thereof) and have paid all material taxes due and payable thereon (the Company's Employer Identification Number is 91-2074583). There are no material tax deficiencies that have been asserted or assessed against the Company or any of its subsidiaries that are not adequately reserved for in the Company's consolidated financial statements, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.13 — Properties and Leases.

The Company and its subsidiaries have good and marketable title to, or valid and enforceable leasehold interests in, all real and personal property material to the conduct of their businesses, free and clear of all liens, encumbrances, and defects, except those described in the Registration Statement, the Prospectus, and the Disclosure Package, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries currently operate approximately 387 physical retail stores in 29 U.S. states and approximately 41 stores in Canada (operated through Cascade Retail Canada ULC). All material leases to which the Company or any of its subsidiaries is a party are in full force and effect, and neither the Company nor any of its subsidiaries, nor, to the Company's knowledge, any other party thereto, is in default under any such lease, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.14 — Intellectual Property.

The Company and its subsidiaries own, or possess adequate and enforceable rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names, copyrights, licenses, trade secrets, and other intellectual property rights (collectively, "intellectual Property") necessary for the conduct of their respective businesses as described in the Registration Statement, the Prospectus, and the Disclosure Package. To the Company's knowledge, (i) there is no infringement, misappropriation, or violation by the Company or any of its subsidiaries of the intellectual Property rights of any third party, and (ii) there is no pending or threatened action, suit, proceeding, or claim by any third party challenging the Company's or any subsidiary's rights in or to any material intellectual Property, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.15 — Insurance.

The Company and its subsidiaries maintain insurance coverage from insurers of recognized financial responsibility with respect to their properties, assets, and businesses in such amounts and covering such risks as is adequate and customary for companies engaged in similar businesses and owning similar properties in the localities in which the Company and its subsidiaries operate. Neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for, and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business, in each case at a cost that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.16 — Internal Controls and Disclosure Controls.

(a) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed by, or under the supervision of, the Company's principal executive officer and principal financial officer, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. The Company's internal control over financial reporting is effective, and the Company is not aware of any material weakness in the Company's internal control over financial reporting, except as disclosed in the Registration Statement, the Prospectus, and the Disclosure Package.

(b) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act. Such disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms and is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

(c) The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, including Sections 302 and 404 thereof, and the rules and regulations promulgated by the Commission thereunder.

Section 3.17 — ERISA.

(a) Each "employee benefit plan" (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) for which the Company or any of its subsidiaries would have any liability (each, a "Plan") has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules, and regulations, including ERISA and the Internal Revenue Code of 1986, as amended (the "Code").

(b) No "reportable event" (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur with respect to any Plan that is subject to Title IV of ERISA that would reasonably be expected to result in a material liability to the Company.

(c) No Plan that is a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA) or a plan described in Section 413 of the Code has incurred, or is reasonably expected to incur, any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, that would reasonably be expected to result in a material liability to the Company.

Section 3.18 — Issuer Free Writing Prospectuses.

The Company has not made any offer relating to the Shares that would constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act) required to be filed with the Commission, other than (a) the documents listed on Schedule III hereto, each of which has been filed with the Commission in accordance with the Securities Act, and (b) any such documents that have been approved in writing by the Representative prior to first use. Each Issuer Free Writing Prospectus, as of its issue date and as of the Applicable Time, did not include any information that conflicted with the information contained in the Registration Statement, including any document incorporated by reference therein, or the Prospectus. The Company has complied with all requirements under the Securities Act with respect to each Issuer Free Writing Prospectus, including timely filing with the Commission pursuant to Rule 433 and retaining copies thereof as required by Rule 433.

Section 3.19 — WKSI Status.

The Company is, and at the time of the initial filing of the Registration Statement was, a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act, including that the Company was not, is not, and has not been at any relevant time an "ineligible issuer" as defined in Rule 405 under the Securities Act. The Registration Statement is an "automatic shelf registration statement" as defined in Rule 405 under the Securities Act. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the use of the automatic shelf registration statement form.

Section 3.20 — Anti-Corruption; Sanctions; Anti-Money Laundering.

(a) Neither the Company nor any of its subsidiaries, nor any director, officer, or employee of the Company or any of its subsidiaries, nor, to the Company's knowledge, any agent, affiliate, or other person acting on behalf of the Company or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption statute or regulation; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback, or other unlawful payment.

(b) Neither the Company nor any of its subsidiaries, nor any director, officer, or employee of the Company or any of its subsidiaries, is currently the subject of or the target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty's Treasury, or any other relevant sanctions authority (collectively, "Sanctions"), nor is the Company or any of its subsidiaries located, organized, or resident in a country or territory that is the subject of comprehensive Sanctions (currently, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine). The Company will not, directly or indirectly, use the proceeds of the offering of the Shares, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other person or entity, for the purpose of financing the activities of or business with any person, entity, or country that, at the time of such financing, is the subject or target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, advisor, investor, or otherwise) of Sanctions.

(c) The operations of the Company and its subsidiaries are, and have been, conducted at all times in compliance with the requirements of all applicable anti-money laundering laws, including the Bank Secrecy Act of 1970, as amended by the USA PATRIOT Act of 2001, and the rules and regulations promulgated thereunder, and any related or similar rules, regulations, or guidelines issued, administered, or enforced by any governmental agency (collectively, the "Anti-Money Laundering Laws"), and no action, suit, or proceeding by or before any governmental agency involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Company's knowledge, threatened.

ARTICLE IV — COVENANTS OF THE COMPANY

The Company covenants and agrees with each of the several Underwriters as follows:

Section 4.1 — Delivery of Prospectus.

The Company will deliver to the Representative and counsel for the Underwriters, without charge, as many copies of the Prospectus (and any amendments or supplements thereto) as the Representative may reasonably request for the purposes contemplated by the Securities Act. The Company consents to the use of the Prospectus (and any amendments or supplements thereto) by the Underwriters, and by dealers to whom Shares may be sold, in connection with the offering and sale of the Shares, in accordance with the Securities Act and the applicable rules and regulations of the Commission thereunder.

Section 4.2 — Amendments and Supplements.

During the period beginning on the date of this Agreement and ending on the later of (i) the Closing Date (or, if later, the Option Closing Date) and (ii) the date on which the "prospectus delivery period" (as contemplated by Section 4.3 of Rule 174 under the Securities Act) expires (the "Prospectus Delivery Period"), the Company will not file any amendment or supplement to the Registration Statement or the Prospectus (including any document to be filed under the Exchange Act that is deemed to be incorporated by reference therein) without providing the Representative and Hargrove & Lassiter LLP, counsel for the Underwriters (51 West 52nd Street, New York, NY 10019), a reasonable opportunity to review and comment on such proposed amendment or supplement prior to filing, and the Company will not file any such proposed amendment or supplement to which the Representative reasonably objects. The Company will furnish to the Representative, sufficiently in advance of the filing thereof, copies of any such amendment or supplement.

Section 4.3 — Notification.

During the Prospectus Delivery Period, the Company will promptly advise the Representative in writing of (and, if requested by the Representative, will confirm such advice in writing):

(a) any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, or for additional information relating thereto;

(b) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or, to the Company's knowledge, the threatening of any proceedings for that purpose;

(c) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or, to the Company's knowledge, the threatening of any proceedings for that purpose;

(d) the occurrence of any event or the discovery of any fact during the Prospectus Delivery Period that results in the Registration Statement, the Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading; and

(e) the Company's reasonable determination that it is necessary or appropriate to amend or supplement the Registration Statement or the Prospectus, or to file under the Exchange Act any document that would be incorporated by reference in the Registration Statement or the Prospectus, so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

If at any time during the Prospectus Delivery Period any event described in clause (d) or (e) above occurs, or if for any reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, the Company will promptly notify the Representative, and the Company will promptly prepare and file with the Commission, subject to Section 4.2 hereof, such amendment or supplement as may be necessary to correct such untrue statement or omission or to effect such compliance, at the Company's sole expense.

Section 4.4 — Blue Sky Compliance.

The Company will cooperate with the Underwriters and their counsel in qualifying or registering the Shares for sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably designate, and will continue such qualifications in effect so long as reasonably required for the distribution of the Shares; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction in which it is not otherwise required to be so qualified or to file such consent, (ii) subject itself to taxation in any such jurisdiction, or (iii) take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any such jurisdiction.

Section 4.5 — Listing.

The Company will use its best efforts to maintain the listing of the Common Stock on Nasdaq and to list the Shares on Nasdaq. The Company will use its best efforts to effect the listing of the Shares on Nasdaq prior to the Closing Date.

Section 4.6 — Use of Proceeds.

The Company will apply the net proceeds from the sale of the Shares as set forth in the Prospectus Supplement under the caption "Use of Proceeds."

Section 4.7 — Earnings Statement.

The Company will make generally available to its security holders as soon as practicable, but in any event no later than fifteen (15) months after the end of the Company's current fiscal quarter, an earnings statement (which need not be audited) of the Company and its subsidiaries covering a twelve-month period beginning after the date of this Agreement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

Section 4.8 — Transfer Agent.

The Company will maintain Meridian Trust Company, N.A. (or a successor transfer agent of equivalent standing reasonably acceptable to the Representative) as transfer agent and registrar for the Common Stock.

Section 4.9 — Reporting Requirements.

During the Prospectus Delivery Period, the Company will timely file all reports and other documents required to be filed by it with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act.

Section 4.10 — No Stabilization.

The Company will not take, directly or indirectly, any action designed, or that could reasonably be expected, to cause or result in stabilization or manipulation of the price of the Common Stock or any other securities of the Company, in each case in violation of Regulation M under the Exchange Act, to facilitate the sale or resale of the Shares.

ARTICLE V — COVENANTS OF THE UNDERWRITERS

Section 5.1 — Offering Restrictions.

Each Underwriter, severally and not jointly, agrees that it will comply with all applicable laws, rules, and regulations, including the Securities Act, the Exchange Act, and Regulation M under the Exchange Act, in connection with the offer, sale, and distribution of the Shares.

Section 5.2 — Free Writing Prospectuses.

Each Underwriter, severally and not jointly, agrees that it has not and will not, without the prior written consent of the Company and the Representative, use, authorize the use of, refer to, or participate in the planning of any "free writing prospectus" (as defined in Rule 405 under the Securities Act) in connection with the offering of the Shares, other than (a) any Issuer Free Writing Prospectus listed on Schedule III hereto, (b) any free writing prospectus that contains no "issuer information" (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Registration Statement or a previously filed free writing prospectus, and (c) any free writing prospectus that constitutes a "bona fide electronic road show" within the meaning of Rule 433 under the Securities Act. Any such permitted free writing prospectus used by any Underwriter in connection with the offering of the Shares shall be deemed to have been consented to by the Company and the Representative.

ARTICLE VI — CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS

Section 6.1 — Conditions to Closing.

The obligations of the several Underwriters to purchase and pay for the Firm Shares on the Closing Date shall be subject to the accuracy of the representations and warranties of the Company contained in this Agreement as of the date hereof and as of the Closing Date, to the performance by the Company of its covenants and agreements hereunder, and to each of the following additional conditions:

(a) Opinion of Issuer's Counsel. The Representative shall have received on the Closing Date an opinion and negative assurance letter of Calderwood & Harkness LLP, counsel for the Company, 1501 Fourth Avenue, Suite 4800, Seattle, WA 98101, dated the Closing Date, addressed to the several Underwriters, in form and substance reasonably satisfactory to the Representative and Hargrove & Lassiter LLP, counsel for the Underwriters, covering the following matters:

(i) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with the requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus.

(ii) The authorized capital stock of the Company is as set forth in the Prospectus; all outstanding shares of Common Stock are duly authorized, validly issued, fully paid, and nonassessable; the Shares to be issued and sold by the Company under this Agreement have been duly authorized and, when issued and delivered against payment therefor in accordance with this Agreement, will be validly issued, fully paid, and nonassessable, and the issuance of such Shares is not subject to any preemptive or similar rights.

(iii) This Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to customary qualifications and exceptions.

(iv) The execution, delivery, and performance by the Company of this Agreement and the issuance and sale of the Shares do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company, or any material agreement, indenture, or other instrument known to such counsel to which the Company is a party or by which it is bound, or any applicable law, rule, regulation, judgment, order, or decree of any court or governmental agency known to such counsel.

(v) The Registration Statement has become effective under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the knowledge of such counsel, no proceedings for such purpose are pending before or threatened by the Commission.

(vi) The Registration Statement, the Prospectus, and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to the financial statements, financial data, statistical data, or supporting schedules included or incorporated by reference in the Registration Statement or the Prospectus).

(vii) The Shares have been approved for listing on Nasdaq, subject to official notice of issuance.

In addition, such counsel shall provide to the Representative a "negative assurance" or "10b-5" letter, dated the Closing Date, stating that, based upon their participation in the preparation of the Registration Statement, the Prospectus, and the Disclosure Package, and without independent investigation or verification, nothing has come to the attention of such counsel that causes them to believe that (A) the Registration Statement, as of the Effective Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, except for the financial statements, financial data, statistical data, and supporting schedules included or incorporated by reference therein, as to which such counsel need express no view).

(b) Opinion of Underwriters' Counsel. The Representative shall have received on the Closing Date an opinion and negative assurance letter of Hargrove & Lassiter LLP, counsel for the Underwriters, 51 West 52nd Street, New York, NY 10019, dated the Closing Date, addressed to the several Underwriters, in form and substance satisfactory to the Representative, with respect to such matters as the Representative may reasonably require. In rendering such opinion, Hargrove & Lassiter LLP may rely as to matters of fact upon certificates of officers of the Company and public officials, and such opinion may contain such assumptions, qualifications, and limitations as are customary in opinion letters delivered in public offerings of equity securities.

(c) Comfort Letter. (i) On the date of this Agreement, the Representative shall have received from Granville & Hooper LLP, independent registered public accounting firm for the Company, a letter dated the date of this Agreement (the "Initial Comfort Letter") in form and substance satisfactory to the Representative and its counsel, containing statements and information of the type customarily included in accountants' "comfort letters" delivered in connection with registered public offerings of equity securities, including with respect to certain financial statements, financial data, and statistical data included or incorporated by reference in the Registration Statement, the Prospectus, and the Disclosure Package.

(ii) On the Closing Date, the Representative shall have received from Granville & Hooper LLP a "bring-down" comfort letter (the "Bring-Down Comfort Letter"), dated the Closing Date, in form and substance satisfactory to the Representative and its counsel, which letter shall confirm that the statements and conclusions set forth in the Initial Comfort Letter remain accurate as of the Closing Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Prospectus, and the Disclosure Package, the letter shall set forth such changes or developments) through a cut-off date not more than three (3) business days prior to the Closing Date.

(d) Officer's Certificate. The Representative shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer of the Company (Franklin "Frank" Alvarez) and the Chief Financial Officer of the Company (Marcus Cheng), or such other senior officers of the Company as the Representative may reasonably designate (such officers being satisfactory to the Representative), to the following effect:

(i) The representations and warranties of the Company in this Agreement are true and correct in all material respects as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except that representations and warranties that by their terms speak as of a specific date shall be true and correct in all material respects as of such date);

(ii) The Company has complied in all material respects with all covenants and agreements on its part to be performed or satisfied under this Agreement at or prior to the Closing Date;

(iii) No Material Adverse Change has occurred since the date of the most recent audited or unaudited financial statements included or incorporated by reference in the Disclosure Package;

(iv) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose have been instituted or, to the best knowledge of such officers, are pending or threatened before or contemplated by the Commission; and

(v) The Registration Statement remains effective under the Securities Act, and no notice of objection from the staff of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received.

(e) Secretary's Certificate. The Representative shall have received on the Closing Date a certificate of the Corporate Secretary of the Company, currently Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary, dated the Closing Date, certifying:

(i) The incumbency and authority of each officer of the Company who has executed this Agreement or any certificate or other document delivered pursuant hereto on behalf of the Company;

(ii) That attached to such certificate are true and complete copies of the resolutions duly adopted by the Board of Directors of the Company (or a duly authorized committee thereof) authorizing the offering of the Shares, the execution and delivery of this Agreement, the issuance and sale of the Shares, and the other transactions contemplated hereby, and that such resolutions have not been amended, modified, revoked, or rescinded and are in full force and effect as of the Closing Date;

(iii) That attached to such certificate are true and com

FORM OF UNDERWRITING AGREEMENT (EQUITY SECURITIES)
Cascade Retail Holdings Inc. — Common Stock
Prepared by:
Calderwood & Harkness LLP 1501 Fourth Avenue, Suite 4800 Seattle, WA 98101
May 12, 2026
Matter Number: 1038-00003
For use in connection with takedown offerings of equity securities under Registration Statement on Form S-3 (File No. [●]) filed by Cascade Retail Holdings Inc. with the Securities and Exchange Commission. This form of Underwriting Agreement is a template prepared for use in connection with future equity takedown offerings by Cascade Retail Holdings Inc. under its universal shelf registration statement on Form S-3. All bracketed terms ("[●]") are to be completed at the time of any specific takedown offering. This form is subject to revision based on market conditions, regulatory developments, and negotiation with the underwriting syndicate and their counsel.
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UNDERWRITING AGREEMENT
[●], 20[●]
Redmond Zanthor & Co. LLC As Representative of the Several Underwriters 383 Madison Square New York, NY 10017
Ladies and Gentlemen:
Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal executive offices at 4200 Harbor Boulevard, Suite 1100, Bellevue, WA 98004, confirms its agreement with Redmond Zanthor & Co. LLC ("Redmond Zanthor"), acting as representative (in such capacity, the "Representative") of the several underwriters named in Schedule I hereto (the "Underwriters"), including Pinnacle Bancorp Securities LLC as anticipated co-manager, with respect to the issuance and sale by the Company and the purchase by the several Underwriters, acting severally and not jointly, of the shares of Common Stock (as defined below) of the Company specified herein.
RECITALS
WHEREAS, the Company has filed, or will file prior to the effectiveness of any offering contemplated hereby, a registration statement on Form S-3 (File No. [●]) (the "Registration Statement") with the Securities and Exchange Commission (the "Commission" or "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), including a base prospectus (the "Base Prospectus"), as an automatic shelf registration statement of a well-known seasoned issuer (a "WKSI") as defined in Rule 405 under the Securities Act, which Registration Statement became effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act;
WHEREAS, the Registration Statement covers the offering and sale from time to time of up to $3,000,000,000 in aggregate initial offering price of various securities of the Company, including shares of common stock, par value $0.01 per share, of the Company ("Common Stock"), debt securities, warrants, depositary shares, purchase contracts, and units, in each case on the terms and subject to the conditions set forth in such Registration Statement;
WHEREAS, the Company proposes to issue and sell [●] shares of Common Stock (the "Firm Shares") and, solely to cover overallotments, grants to the Underwriters an option to purchase up to an additional [●] shares of Common Stock (the "Option Shares"; together with the Firm Shares, the "Shares") as set forth more fully herein;
WHEREAS, the Company has prepared, or will prepare prior to the initial sale of the Shares, a prospectus supplement dated [●] (the "Prospectus Supplement"), which, together with the Base Prospectus included in the Registration Statement, constitutes the "Prospectus" relating to the offering and sale of the Shares;
WHEREAS, the Common Stock of the Company is listed on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "CRHI"; and
WHEREAS, the Company and the several Underwriters wish to confirm the agreement among them concerning the purchase of the Shares from the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Underwriters, severally and not jointly, agree as follows:
ARTICLE I — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.
"Act" or "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.
"Applicable Time" means [●] [a.m./p.m.] (Eastern time) on the date of this Agreement, or such other time as agreed by the Company and the Representative.
"Base Prospectus" means the base prospectus included in the Registration Statement, as it may be amended or supplemented from time to time (other than by the Prospectus Supplement).
"Closing Date" means the date of delivery of and payment for the Firm Shares as set forth in Section 2.3 of this Agreement.
"Commission" or "SEC" means the Securities and Exchange Commission of the United States.
"Common Stock" means the common stock, par value $0.01 per share, of the Company.
"Company" means Cascade Retail Holdings Inc., a Delaware corporation.
"Disclosure Package" means the Prospectus Supplement, the Base Prospectus, and any Issuer Free Writing Prospectuses listed on Schedule III hereto, all considered together, as of the Applicable Time.
"Effective Date" means the date on which the Registration Statement became or becomes effective under the Securities Act.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.
"Firm Shares" means the [●] shares of Common Stock to be sold by the Company to the several Underwriters pursuant to Section 2.1 of this Agreement.
"Free Writing Prospectus" has the meaning set forth in Rule 405 under the Securities Act.
"Issuer Free Writing Prospectus" means each Free Writing Prospectus prepared by or on behalf of the Company, or used or referred to by the Company, in connection with the offering of the Shares, including any document listed on Schedule III hereto.
"Option Closing Date" means any date on which Option Shares are delivered to and paid for by the Underwriters pursuant to Section 2.3 of this Agreement.
"Option Shares" means up to [●] additional shares of Common Stock subject to the Overallotment Option granted to the Underwriters pursuant to Section 2.2 of this Agreement.
"Prospectus" means the Base Prospectus as supplemented by the Prospectus Supplement, including all documents incorporated by reference therein as of the date of the Prospectus Supplement (or, if later, the date of the most recent amendment or supplement thereto).
"Prospectus Supplement" means the prospectus supplement dated [●] relating specifically to the Shares, to be filed with the Commission pursuant to Rule 424(b) under the Securities Act.
"Purchase Price" means $[●] per share, being the public offering price per share of $[●] less the underwriting discount per share of $[●].
"Registration Statement" means the registration statement on Form S-3 (File No. [●]) filed by the Company with the Commission under the Securities Act, including all amendments thereto (including any post-effective amendments), all exhibits thereto, and all documents incorporated by reference therein, as of the Effective Date (or, if later, as of the date of the most recently filed amendment or post-effective amendment thereto that has become effective prior to the execution of this Agreement).
"Representative" means Redmond Zanthor & Co. LLC, in its capacity as representative of the several Underwriters.
"Shares" means, collectively, the Firm Shares and the Option Shares.
"Transfer Agent" means Meridian Trust Company, N.A., located at 6201 15th Avenue, Brooklyn, NY 11219, or any successor transfer agent and registrar appointed by the Company for the Common Stock.
"Underwriters" means the several underwriters named in Schedule I hereto, for whom the Representative is acting as representative.
"WKSI" means a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act.
References to the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or the Disclosure Package shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval System ("EDGAR").
ARTICLE II — PURCHASE AND SALE OF SHARES
Section 2.1 — Agreement to Sell and Purchase.
Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto at a purchase price per share of $[●] (the "Purchase Price"), which Purchase Price represents the public offering price of $[●] per share less an underwriting discount of $[●] per share. The Company shall not be obligated to deliver any of the Firm Shares to be delivered on the Closing Date except upon payment for all such Firm Shares to be purchased on the Closing Date as provided herein. The aggregate number of Firm Shares to be sold by the Company and purchased by the Underwriters is [●] shares of Common Stock. The aggregate public offering price for the Firm Shares shall be $[●], the aggregate underwriting discount shall be $[●], and the aggregate net proceeds to the Company (before deducting expenses) shall be $[●], in each case as set forth on Schedule III hereto.
Section 2.2 — Overallotment Option.
(a) The Company hereby grants to the several Underwriters an option (the "Overallotment Option") to purchase, in whole or in part, up to [●] additional shares of Common Stock (the "Option Shares") at the Purchase Price, solely for the purpose of covering overallotments in connection with the offering and sale of the Firm Shares. The Overallotment Option may be exercised at any time, and from time to time, within thirty (30) days from the date of the Prospectus Supplement.
(b) The Overallotment Option shall be exercised by the Representative giving written notice (or telephonic notice confirmed promptly in writing) to the Company, which notice shall specify the aggregate number of Option Shares to be purchased and the date on which such Option Shares are to be delivered (the "Option Closing Date"). The Option Closing Date shall be no earlier than two (2) business days after the date on which such notice is given and, in any event, no later than the expiration of the thirty (30)-day exercise period. Each such notice shall set forth the number of Option Shares to be purchased by each Underwriter, which shall be in proportion (subject to adjustment by the Representative to eliminate fractional shares) to the number of Firm Shares to be purchased by such Underwriter as set forth opposite such Underwriter's name in Schedule I hereto.
(c) The Option Shares shall be allocated among the several Underwriters in the same proportion as the Firm Shares are allocated among such Underwriters as set forth in Schedule I hereto, subject to such adjustments as the Representative, in its sole discretion, may make to eliminate fractional shares.
Section 2.3 — Payment and Delivery.
(a) Firm Shares. Payment for the Firm Shares shall be made on the Closing Date by wire transfer of immediately available funds in United States dollars to the account designated by the Company, against delivery of the Firm Shares through the facilities of The Depository Trust Company ("DTC") for the accounts of the several Underwriters. The Closing Date shall be [●], 20[●] (the [●] business day following the date of the Prospectus Supplement), or such other date as the Representative and the Company may agree in writing; provided, that the Closing Date shall in no event be later than [●] business days after the date of pricing of the Firm Shares. The closing for the Firm Shares (the "Closing") shall take place at the offices of Hargrove & Lassiter LLP, 51 West 52nd Street, New York, NY 10019, or at such other place as may be agreed upon by the Company and the Representative.
(b) Option Shares. Payment for any Option Shares to be purchased on any Option Closing Date shall be made in the same manner as payment for the Firm Shares, by wire transfer of immediately available funds in United States dollars to the account designated by the Company, against delivery of such Option Shares through the facilities of DTC for the accounts of the several Underwriters. The closing for any Option Shares shall take place at the same location as the Closing or at such other place as may be agreed upon by the Company and the Representative.
(c) The Company shall pay all documentary, stamp, and similar issue or transfer taxes, if any, incurred in connection with the issuance, sale, and delivery of the Shares to the Underwriters.
Section 2.4 — Denominations and Registration.
(a) The Shares shall be delivered in book-entry form through the facilities of DTC. The Company shall cause the Transfer Agent to credit the Shares to the respective accounts of the several Underwriters at DTC designated by the Representative in writing.
(b) The transfer agent and registrar for the Common Stock is Meridian Trust Company, N.A., 6201 15th Avenue, Brooklyn, NY 11219, or such other transfer agent and registrar as the Company may designate in accordance with Section 4.8 hereof.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to, and agrees with, each of the several Underwriters as of the date hereof and as of the Closing Date (and, with respect to any Option Shares, as of the applicable Option Closing Date) as follows:
Section 3.1 — Organization and Qualification.
(a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware File Number 3487201, having been incorporated on September 14, 2001. The Company has the requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement, the Prospectus, and the Disclosure Package. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders' equity, or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect").
(b) Each material subsidiary of the Company is duly organized, validly existing, and in good standing (or the equivalent thereof) under the laws of its respective jurisdiction of organization, with the requisite power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement, the Prospectus, and the Disclosure Package. The material subsidiaries of the Company, their respective jurisdictions of organization, and their ownership are as set forth on Schedule II hereto. Without limiting the foregoing, the following subsidiaries are material subsidiaries of the Company:
(i) Cascade Retail Operating Company LLC, a limited liability company organized and existing under the laws of the State of Delaware;
(ii) Cascade Digital Commerce Inc., a corporation organized and existing under the laws of the State of Delaware;
(iii) CRH Distribution Services LLC, a limited liability company organized and existing under the laws of the State of Washington; and
(iv) Cascade Retail Canada ULC, an unlimited liability company organized and existing under the laws of the Province of British Columbia, Canada.
Section 3.2 — Capitalization.
(a) The authorized capital stock of the Company consists of (i) 500,000,000 shares of Common Stock, par value $0.01 per share, and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock").
(b) As of [record date], [●] shares of Common Stock were issued and outstanding. As of March 15, 2026, 214,600,000 shares of Common Stock were issued and outstanding, which number is subject to update at the time of any specific takedown offering. No shares of Preferred Stock are currently outstanding. All issued and outstanding shares of Common Stock have been duly authorized, validly issued, and are fully paid and nonassessable, and were not issued in violation of any preemptive rights, rights of first refusal, or similar rights of any person.
(c) The Shares to be issued and sold by the Company hereunder have been duly authorized and, when issued and delivered by the Company against payment therefor as provided in this Agreement, will be validly issued, fully paid, and nonassessable, and the issuance of the Shares will not be subject to any preemptive rights, rights of first refusal, or similar rights of any person.
(d) Except as described in the Registration Statement, the Prospectus, and the Disclosure Package, there are no outstanding (i) securities or obligations of the Company or any subsidiary convertible into or exchangeable for any shares of capital stock of the Company, (ii) warrants, rights, or options to subscribe for or purchase from the Company or any subsidiary any such shares of capital stock, or (iii) contracts, commitments, agreements, understandings, or arrangements of any kind relating to the issuance of any shares of capital stock of the Company, any such convertible or exchangeable securities, or any such warrants, rights, or options. The Company's outstanding equity compensation plans, stock options, restricted stock units, and other equity awards are as described in the Registration Statement, the Prospectus, and the Disclosure Package, in each case as of the dates set forth therein, and any changes thereto since such dates will be confirmed and updated at the time of takedown.
Section 3.3 — Authorization of this Agreement and the Shares.
The execution and delivery of this Agreement by the Company, the issuance and sale of the Shares, and the consummation of the transactions contemplated hereby and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company, including resolutions duly adopted by the Board of Directors of the Company (or a duly authorized committee thereof). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and (ii) general principles of equity (whether considered in a proceeding at law or in equity).
Section 3.4 — Registration Statement and Prospectus.
(a) The Registration Statement has been filed with the Commission as an automatic shelf registration statement of a WKSI pursuant to Rule 462(e) under the Securities Act and became effective upon filing. No stop order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceedings for that purpose have been instituted, are pending, or, to the Company's knowledge, are contemplated or threatened by the Commission. The Company has complied, and will comply, with Rule 433 under the Securities Act with respect to each Issuer Free Writing Prospectus.
(b) The Registration Statement, the Prospectus, and the Disclosure Package comply, and as amended or supplemented, if applicable, will comply, in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder. Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement, the Prospectus, or the Disclosure Package complied or will comply, when so filed, in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder.
(c) As of the Effective Date, the Registration Statement did not contain, and as of each date on which it is deemed to be a new registration statement pursuant to Rule 415(a)(6) under the Securities Act, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(d) As of the date of the Prospectus and at the Closing Date (and, with respect to any Option Shares, as of the applicable Option Closing Date), the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) As of the Applicable Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(f) Each Issuer Free Writing Prospectus, as of its date and at all subsequent times through the completion of the offering of the Shares (unless superseded or modified by a subsequent filing under the Exchange Act incorporated by reference in the Registration Statement or by a subsequent Issuer Free Writing Prospectus), did not, does not, and will not include any information that conflicted, conflicts, or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein.
(g) All documents incorporated by reference in the Registration Statement and the Prospectus were, at the time they were filed with the Commission, in compliance in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained, at the time of filing, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Section 3.5 — No Material Adverse Change.
Since the date of the most recent audited or unaudited financial statements of the Company included or incorporated by reference in the Disclosure Package, (i) there has not been any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the business, properties, management, financial position, stockholders' equity, or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Change"), and (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries, taken as a whole, or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries, taken as a whole, in each case, except as set forth in or contemplated by the Registration Statement, the Prospectus, and the Disclosure Package.
Section 3.6 — Independent Auditor.
Granville & Hooper LLP, with offices at 1700 Market Street, Suite 2400, Philadelphia, PA 19103, which has audited certain of the consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of the Securities Act, the Exchange Act, and the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States). To the Company's knowledge, Granville & Hooper LLP has not been identified by the Public Company Accounting Oversight Board as having any deficiency that would impair its ability to serve as the Company's independent auditor.
Section 3.7 — Financial Statements.
The consolidated financial statements and the related notes and schedules of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the financial condition, results of operations, and cash flows of the Company and its consolidated subsidiaries at the respective dates and for the respective periods indicated, and have been prepared in conformity with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods involved, except as otherwise stated therein. The selected financial data, the summary financial data, and the supplementary financial information included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the audited and unaudited consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus. No other financial statements or schedules of the Company are required by the Securities Act, the Exchange Act, or the rules and regulations of the Commission thereunder to be included or incorporated by reference in the Registration Statement or the Prospectus.
Section 3.8 — No Violation or Default.
(a) Neither the Company nor any of its subsidiaries is in violation of its certificate of incorporation, bylaws, limited liability company agreement, or other comparable organizational documents, as applicable.
(b) The execution, delivery, and performance by the Company of this Agreement, the issuance and sale of the Shares, and the application of the net proceeds thereof as described in the Prospectus under the caption "Use of Proceeds" will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement, license, lease, or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation of the Company or the Amended and Restated Bylaws of the Company, or (iii) result in any violation of any statute, law, rule, regulation, judgment, order, or decree of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, except, in the case of clauses (i) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(c) Without limiting the generality of the foregoing, the execution and performance of this Agreement, the issuance and sale of the Shares, and the application of the net proceeds thereof will not conflict with or constitute a default under (i) the $1,500,000,000 Senior Secured Revolving Credit Facility Agreement, dated as of August 15, 2024, among the Company, certain subsidiaries of the Company as guarantors, the lenders party thereto, and Northgate Capital Bank, N.A., as administrative agent (maturing August 15, 2029), (ii) the Indenture, dated as of March 1, 2024, between the Company and Northgate Capital Bank, N.A., as trustee, governing the Company's 4.250% Senior Notes due 2031 ($750,000,000 aggregate principal amount outstanding), or (iii) the Indenture, dated as of November 15, 2024, between the Company and Northgate Capital Bank, N.A., as trustee, governing the Company's 5.125% Senior Notes due 2034 ($500,000,000 aggregate principal amount outstanding).
Section 3.9 — Compliance with Laws.
The Company and each of its subsidiaries are in compliance in all material respects with all applicable federal, state, local, and foreign statutes, laws, rules, regulations, ordinances, codes, and orders, including, without limitation, those relating to employment and labor, workplace health and safety, environmental protection, data privacy and security, consumer protection, and anti-corruption, except where the failure to be in such compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 3.10 — Listing.
The Common Stock is listed on Nasdaq under the ticker symbol "CRHI." The Company is in compliance in all material respects with all applicable listing standards and requirements of Nasdaq. The Shares have been approved for listing on Nasdaq, subject only to official notice of issuance.
Section 3.11 — No Proceedings.
(a) There are no legal or governmental proceedings pending or, to the Company's knowledge, threatened against the Company or any of its subsidiaries that (i) would be required to be disclosed in the Registration Statement, the Prospectus, or the Disclosure Package and are not so disclosed, or (ii) could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) There are no contracts or documents of the Company or any of its subsidiaries that would be required to be described in the Registration Statement, the Prospectus, or the Disclosure Package, or to be filed as exhibits to the Registration Statement, that are not described or filed as required by the Securities Act and the rules and regulations of the Commission thereunder.
Section 3.12 — Taxes.
The Company and its subsidiaries have filed all material federal, state, local, and foreign tax returns required to be filed through the date hereof (or have obtained extensions thereof) and have paid all material taxes due and payable thereon (the Company's Employer Identification Number is 91-2074583). There are no material tax deficiencies that have been asserted or assessed against the Company or any of its subsidiaries that are not adequately reserved for in the Company's consolidated financial statements, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 3.13 — Properties and Leases.
The Company and its subsidiaries have good and marketable title to, or valid and enforceable leasehold interests in, all real and personal property material to the conduct of their businesses, free and clear of all liens, encumbrances, and defects, except those described in the Registration Statement, the Prospectus, and the Disclosure Package, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries currently operate approximately 387 physical retail stores in 29 U.S. states and approximately 41 stores in Canada (operated through Cascade Retail Canada ULC). All material leases to which the Company or any of its subsidiaries is a party are in full force and effect, and neither the Company nor any of its subsidiaries, nor, to the Company's knowledge, any other party thereto, is in default under any such lease, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 3.14 — Intellectual Property.
The Company and its subsidiaries own, or possess adequate and enforceable rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names, copyrights, licenses, trade secrets, and other intellectual property rights (collectively, "intellectual Property") necessary for the conduct of their respective businesses as described in the Registration Statement, the Prospectus, and the Disclosure Package. To the Company's knowledge, (i) there is no infringement, misappropriation, or violation by the Company or any of its subsidiaries of the intellectual Property rights of any third party, and (ii) there is no pending or threatened action, suit, proceeding, or claim by any third party challenging the Company's or any subsidiary's rights in or to any material intellectual Property, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 3.15 — Insurance.
The Company and its subsidiaries maintain insurance coverage from insurers of recognized financial responsibility with respect to their properties, assets, and businesses in such amounts and covering such risks as is adequate and customary for companies engaged in similar businesses and owning similar properties in the localities in which the Company and its subsidiaries operate. Neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for, and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business, in each case at a cost that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 3.16 — Internal Controls and Disclosure Controls.
(a) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed by, or under the supervision of, the Company's principal executive officer and principal financial officer, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. The Company's internal control over financial reporting is effective, and the Company is not aware of any material weakness in the Company's internal control over financial reporting, except as disclosed in the Registration Statement, the Prospectus, and the Disclosure Package.
(b) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act. Such disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms and is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
(c) The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, including Sections 302 and 404 thereof, and the rules and regulations promulgated by the Commission thereunder.
Section 3.17 — ERISA.
(a) Each "employee benefit plan" (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) for which the Company or any of its subsidiaries would have any liability (each, a "Plan") has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules, and regulations, including ERISA and the Internal Revenue Code of 1986, as amended (the "Code").
(b) No "reportable event" (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur with respect to any Plan that is subject to Title IV of ERISA that would reasonably be expected to result in a material liability to the Company.
(c) No Plan that is a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA) or a plan described in Section 413 of the Code has incurred, or is reasonably expected to incur, any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, that would reasonably be expected to result in a material liability to the Company.
Section 3.18 — Issuer Free Writing Prospectuses.
The Company has not made any offer relating to the Shares that would constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act) required to be filed with the Commission, other than (a) the documents listed on Schedule III hereto, each of which has been filed with the Commission in accordance with the Securities Act, and (b) any such documents that have been approved in writing by the Representative prior to first use. Each Issuer Free Writing Prospectus, as of its issue date and as of the Applicable Time, did not include any information that conflicted with the information contained in the Registration Statement, including any document incorporated by reference therein, or the Prospectus. The Company has complied with all requirements under the Securities Act with respect to each Issuer Free Writing Prospectus, including timely filing with the Commission pursuant to Rule 433 and retaining copies thereof as required by Rule 433.
Section 3.19 — WKSI Status.
The Company is, and at the time of the initial filing of the Registration Statement was, a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act, including that the Company was not, is not, and has not been at any relevant time an "ineligible issuer" as defined in Rule 405 under the Securities Act. The Registration Statement is an "automatic shelf registration statement" as defined in Rule 405 under the Securities Act. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to the use of the automatic shelf registration statement form.
Section 3.20 — Anti-Corruption; Sanctions; Anti-Money Laundering.
(a) Neither the Company nor any of its subsidiaries, nor any director, officer, or employee of the Company or any of its subsidiaries, nor, to the Company's knowledge, any agent, affiliate, or other person acting on behalf of the Company or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption statute or regulation; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback, or other unlawful payment.
(b) Neither the Company nor any of its subsidiaries, nor any director, officer, or employee of the Company or any of its subsidiaries, is currently the subject of or the target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty's Treasury, or any other relevant sanctions authority (collectively, "Sanctions"), nor is the Company or any of its subsidiaries located, organized, or resident in a country or territory that is the subject of comprehensive Sanctions (currently, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine). The Company will not, directly or indirectly, use the proceeds of the offering of the Shares, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other person or entity, for the purpose of financing the activities of or business with any person, entity, or country that, at the time of such financing, is the subject or target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the offering, whether as underwriter, advisor, investor, or otherwise) of Sanctions.
(c) The operations of the Company and its subsidiaries are, and have been, conducted at all times in compliance with the requirements of all applicable anti-money laundering laws, including the Bank Secrecy Act of 1970, as amended by the USA PATRIOT Act of 2001, and the rules and regulations promulgated thereunder, and any related or similar rules, regulations, or guidelines issued, administered, or enforced by any governmental agency (collectively, the "Anti-Money Laundering Laws"), and no action, suit, or proceeding by or before any governmental agency involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Company's knowledge, threatened.
ARTICLE IV — COVENANTS OF THE COMPANY
The Company covenants and agrees with each of the several Underwriters as follows:
Section 4.1 — Delivery of Prospectus.
The Company will deliver to the Representative and counsel for the Underwriters, without charge, as many copies of the Prospectus (and any amendments or supplements thereto) as the Representative may reasonably request for the purposes contemplated by the Securities Act. The Company consents to the use of the Prospectus (and any amendments or supplements thereto) by the Underwriters, and by dealers to whom Shares may be sold, in connection with the offering and sale of the Shares, in accordance with the Securities Act and the applicable rules and regulations of the Commission thereunder.
Section 4.2 — Amendments and Supplements.
During the period beginning on the date of this Agreement and ending on the later of (i) the Closing Date (or, if later, the Option Closing Date) and (ii) the date on which the "prospectus delivery period" (as contemplated by Section 4.3 of Rule 174 under the Securities Act) expires (the "Prospectus Delivery Period"), the Company will not file any amendment or supplement to the Registration Statement or the Prospectus (including any document to be filed under the Exchange Act that is deemed to be incorporated by reference therein) without providing the Representative and Hargrove & Lassiter LLP, counsel for the Underwriters (51 West 52nd Street, New York, NY 10019), a reasonable opportunity to review and comment on such proposed amendment or supplement prior to filing, and the Company will not file any such proposed amendment or supplement to which the Representative reasonably objects. The Company will furnish to the Representative, sufficiently in advance of the filing thereof, copies of any such amendment or supplement.
Section 4.3 — Notification.
During the Prospectus Delivery Period, the Company will promptly advise the Representative in writing of (and, if requested by the Representative, will confirm such advice in writing):
(a) any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, or for additional information relating thereto;
(b) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or, to the Company's knowledge, the threatening of any proceedings for that purpose;
(c) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or, to the Company's knowledge, the threatening of any proceedings for that purpose;
(d) the occurrence of any event or the discovery of any fact during the Prospectus Delivery Period that results in the Registration Statement, the Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading; and
(e) the Company's reasonable determination that it is necessary or appropriate to amend or supplement the Registration Statement or the Prospectus, or to file under the Exchange Act any document that would be incorporated by reference in the Registration Statement or the Prospectus, so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
If at any time during the Prospectus Delivery Period any event described in clause (d) or (e) above occurs, or if for any reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, the Company will promptly notify the Representative, and the Company will promptly prepare and file with the Commission, subject to Section 4.2 hereof, such amendment or supplement as may be necessary to correct such untrue statement or omission or to effect such compliance, at the Company's sole expense.
Section 4.4 — Blue Sky Compliance.
The Company will cooperate with the Underwriters and their counsel in qualifying or registering the Shares for sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably designate, and will continue such qualifications in effect so long as reasonably required for the distribution of the Shares; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction in which it is not otherwise required to be so qualified or to file such consent, (ii) subject itself to taxation in any such jurisdiction, or (iii) take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, in any such jurisdiction.
Section 4.5 — Listing.
The Company will use its best efforts to maintain the listing of the Common Stock on Nasdaq and to list the Shares on Nasdaq. The Company will use its best efforts to effect the listing of the Shares on Nasdaq prior to the Closing Date.
Section 4.6 — Use of Proceeds.
The Company will apply the net proceeds from the sale of the Shares as set forth in the Prospectus Supplement under the caption "Use of Proceeds."
Section 4.7 — Earnings Statement.
The Company will make generally available to its security holders as soon as practicable, but in any event no later than fifteen (15) months after the end of the Company's current fiscal quarter, an earnings statement (which need not be audited) of the Company and its subsidiaries covering a twelve-month period beginning after the date of this Agreement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
Section 4.8 — Transfer Agent.
The Company will maintain Meridian Trust Company, N.A. (or a successor transfer agent of equivalent standing reasonably acceptable to the Representative) as transfer agent and registrar for the Common Stock.
Section 4.9 — Reporting Requirements.
During the Prospectus Delivery Period, the Company will timely file all reports and other documents required to be filed by it with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act.
Section 4.10 — No Stabilization.
The Company will not take, directly or indirectly, any action designed, or that could reasonably be expected, to cause or result in stabilization or manipulation of the price of the Common Stock or any other securities of the Company, in each case in violation of Regulation M under the Exchange Act, to facilitate the sale or resale of the Shares.
ARTICLE V — COVENANTS OF THE UNDERWRITERS
Section 5.1 — Offering Restrictions.
Each Underwriter, severally and not jointly, agrees that it will comply with all applicable laws, rules, and regulations, including the Securities Act, the Exchange Act, and Regulation M under the Exchange Act, in connection with the offer, sale, and distribution of the Shares.
Section 5.2 — Free Writing Prospectuses.
Each Underwriter, severally and not jointly, agrees that it has not and will not, without the prior written consent of the Company and the Representative, use, authorize the use of, refer to, or participate in the planning of any "free writing prospectus" (as defined in Rule 405 under the Securities Act) in connection with the offering of the Shares, other than (a) any Issuer Free Writing Prospectus listed on Schedule III hereto, (b) any free writing prospectus that contains no "issuer information" (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Registration Statement or a previously filed free writing prospectus, and (c) any free writing prospectus that constitutes a "bona fide electronic road show" within the meaning of Rule 433 under the Securities Act. Any such permitted free writing prospectus used by any Underwriter in connection with the offering of the Shares shall be deemed to have been consented to by the Company and the Representative.
ARTICLE VI — CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS
Section 6.1 — Conditions to Closing.
The obligations of the several Underwriters to purchase and pay for the Firm Shares on the Closing Date shall be subject to the accuracy of the representations and warranties of the Company contained in this Agreement as of the date hereof and as of the Closing Date, to the performance by the Company of its covenants and agreements hereunder, and to each of the following additional conditions:
(a) Opinion of Issuer's Counsel.  The Representative shall have received on the Closing Date an opinion and negative assurance letter of Calderwood & Harkness LLP, counsel for the Company, 1501 Fourth Avenue, Suite 4800, Seattle, WA 98101, dated the Closing Date, addressed to the several Underwriters, in form and substance reasonably satisfactory to the Representative and Hargrove & Lassiter LLP, counsel for the Underwriters, covering the following matters:
(i) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with the requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus.
(ii) The authorized capital stock of the Company is as set forth in the Prospectus; all outstanding shares of Common Stock are duly authorized, validly issued, fully paid, and nonassessable; the Shares to be issued and sold by the Company under this Agreement have been duly authorized and, when issued and delivered against payment therefor in accordance with this Agreement, will be validly issued, fully paid, and nonassessable, and the issuance of such Shares is not subject to any preemptive or similar rights.
(iii) This Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to customary qualifications and exceptions.
(iv) The execution, delivery, and performance by the Company of this Agreement and the issuance and sale of the Shares do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company, or any material agreement, indenture, or other instrument known to such counsel to which the Company is a party or by which it is bound, or any applicable law, rule, regulation, judgment, order, or decree of any court or governmental agency known to such counsel.
(v) The Registration Statement has become effective under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued, and, to the knowledge of such counsel, no proceedings for such purpose are pending before or threatened by the Commission.
(vi) The Registration Statement, the Prospectus, and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to the financial statements, financial data, statistical data, or supporting schedules included or incorporated by reference in the Registration Statement or the Prospectus).
(vii) The Shares have been approved for listing on Nasdaq, subject to official notice of issuance.
In addition, such counsel shall provide to the Representative a "negative assurance" or "10b-5" letter, dated the Closing Date, stating that, based upon their participation in the preparation of the Registration Statement, the Prospectus, and the Disclosure Package, and without independent investigation or verification, nothing has come to the attention of such counsel that causes them to believe that (A) the Registration Statement, as of the Effective Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as of its date and as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, except for the financial statements, financial data, statistical data, and supporting schedules included or incorporated by reference therein, as to which such counsel need express no view).
(b) Opinion of Underwriters' Counsel.  The Representative shall have received on the Closing Date an opinion and negative assurance letter of Hargrove & Lassiter LLP, counsel for the Underwriters, 51 West 52nd Street, New York, NY 10019, dated the Closing Date, addressed to the several Underwriters, in form and substance satisfactory to the Representative, with respect to such matters as the Representative may reasonably require. In rendering such opinion, Hargrove & Lassiter LLP may rely as to matters of fact upon certificates of officers of the Company and public officials, and such opinion may contain such assumptions, qualifications, and limitations as are customary in opinion letters delivered in public offerings of equity securities.
(c) Comfort Letter.  (i) On the date of this Agreement, the Representative shall have received from Granville & Hooper LLP, independent registered public accounting firm for the Company, a letter dated the date of this Agreement (the "Initial Comfort Letter") in form and substance satisfactory to the Representative and its counsel, containing statements and information of the type customarily included in accountants' "comfort letters" delivered in connection with registered public offerings of equity securities, including with respect to certain financial statements, financial data, and statistical data included or incorporated by reference in the Registration Statement, the Prospectus, and the Disclosure Package.
(ii) On the Closing Date, the Representative shall have received from Granville & Hooper LLP a "bring-down" comfort letter (the "Bring-Down Comfort Letter"), dated the Closing Date, in form and substance satisfactory to the Representative and its counsel, which letter shall confirm that the statements and conclusions set forth in the Initial Comfort Letter remain accurate as of the Closing Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Prospectus, and the Disclosure Package, the letter shall set forth such changes or developments) through a cut-off date not more than three (3) business days prior to the Closing Date.
(d) Officer's Certificate.  The Representative shall have received on the Closing Date a certificate, dated the Closing Date, of the Chief Executive Officer of the Company (Franklin "Frank" Alvarez) and the Chief Financial Officer of the Company (Marcus Cheng), or such other senior officers of the Company as the Representative may reasonably designate (such officers being satisfactory to the Representative), to the following effect:
(i) The representations and warranties of the Company in this Agreement are true and correct in all material respects as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except that representations and warranties that by their terms speak as of a specific date shall be true and correct in all material respects as of such date);
(ii) The Company has complied in all material respects with all covenants and agreements on its part to be performed or satisfied under this Agreement at or prior to the Closing Date;
(iii) No Material Adverse Change has occurred since the date of the most recent audited or unaudited financial statements included or incorporated by reference in the Disclosure Package;
(iv) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose have been instituted or, to the best knowledge of such officers, are pending or threatened before or contemplated by the Commission; and
(v) The Registration Statement remains effective under the Securities Act, and no notice of objection from the staff of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received.
(e) Secretary's Certificate.  The Representative shall have received on the Closing Date a certificate of the Corporate Secretary of the Company, currently Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary, dated the Closing Date, certifying:
(i) The incumbency and authority of each officer of the Company who has executed this Agreement or any certificate or other document delivered pursuant hereto on behalf of the Company;
(ii) That attached to such certificate are true and complete copies of the resolutions duly adopted by the Board of Directors of the Company (or a duly authorized committee thereof) authorizing the offering of the Shares, the execution and delivery of this Agreement, the issuance and sale of the Shares, and the other transactions contemplated hereby, and that such resolutions have not been amended, modified, revoked, or rescinded and are in full force and effect as of the Closing Date;
(iii) That attached to such certificate are true and com

FORM OF UNDERWRITING AGREEMENT (EQUITY SECURITIES)

UNDERWRITING AGREEMENT

RECITALS

Record

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Dates

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