Calderwood & Harkness LLP — Matter No. 1038-00003
DRAFT — FOR DISCUSSION PURPOSES ONLY Prepared by: Claire Dempsey, Working Associate, Capital Markets Supervised by: Eric Johannsen, Lead Associate, Capital Markets Version: [Insert version number and date]
[NOTE TO WORKING GROUP: This document is a blank form template of the Secretary's Certificate to be delivered in connection with the filing of a Registration Statement on Form S-3 (Automatic Shelf Registration Statement) with the Securities and Exchange Commission covering up to $3,000,000,000 of securities. All bracketed items must be completed with current information as of the date of execution. This form is to be finalized and executed at the time of filing of the Registration Statement. Counsel should verify all factual certifications against current corporate records and updated diligence prior to execution.]
CERTIFICATE OF THE CORPORATE SECRETARY
OF
CASCADE RETAIL HOLDINGS INC.
a Delaware corporation
Delivered in connection with the filing of a Registration Statement on Form S-3 with the Securities and Exchange Commission
I, [Insert Name], the duly elected, qualified, and acting [Insert Title] of Cascade Retail Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), do hereby execute this Certificate pursuant to the authority vested in me by the Company's Amended and Restated Bylaws and the resolutions of the Board of Directors of the Company referred to herein.
[At time of execution, insert name — anticipated to be Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary]
This Certificate is delivered in connection with the Company's filing with the Securities and Exchange Commission (the "SEC") of a Registration Statement on Form S-3 (automatic shelf registration statement) (the "Registration Statement") registering the offer and sale from time to time of up to $[Insert Amount] aggregate initial offering price of common stock, preferred stock, debt securities (including senior debt securities and subordinated debt securities), depositary shares, warrants, subscription rights, purchase contracts, and units, in each case as more fully described in the Registration Statement (collectively, the "Securities").
[Insert aggregate offering amount — anticipated to be $3,000,000,000]
This Certificate is dated as of [Insert Date], 20[__].
The undersigned hereby certifies, on behalf of the Company and not in any individual capacity, as follows:
Section 1. Organization and Good Standing.
(a) The Company was duly incorporated under the General Corporation Law of the State of Delaware on [Insert Date of Incorporation]. [Anticipated: September 14, 2001] The Company's Delaware File Number is [Insert Delaware File Number]. [Anticipated: 3487201]
(b) The Company is validly existing as a corporation and in good standing under the laws of the State of Delaware. A certificate of good standing of the Company issued by the Secretary of State of the State of Delaware, dated as of a recent date, is attached hereto as Exhibit A and is incorporated herein by reference.
(c) The registered agent of the Company in the State of Delaware is [Insert Name and Address of Registered Agent]. [Anticipated: National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904] Such registered agent has been duly designated and appointed in accordance with the General Corporation Law of the State of Delaware, and such designation remains in full force and effect as of the date hereof.
(d) The Company's principal executive offices are located at [Insert Address]. [Anticipated: 4200 Harbor Boulevard, Suite 1100, Bellevue, WA 98004]
(e) The Company's common stock, par value $[Insert Par Value] per share, is listed on The Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "[Insert Ticker]." [Anticipated: CRHI] The Company is currently eligible to file a registration statement on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), and qualifies as a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act.
Section 2. Amended and Restated Certificate of Incorporation.
(a) Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of the Company, as currently in effect as of the date hereof (the "Certificate of Incorporation"), certified by the undersigned. The Certificate of Incorporation has not been further amended, supplemented, restated, or otherwise modified since [Insert Date of Last Amendment] and is in full force and effect as of the date hereof.
(b) As set forth in the Certificate of Incorporation, the total authorized capital stock of the Company consists of:
(i) [Insert Number] shares of common stock, par value $[Insert Par Value] per share (the "Common Stock"); and
[Anticipated: 500,000,000 shares of common stock, par value $0.01 per share]
(ii) [Insert Number] shares of preferred stock, par value $[Insert Par Value] per share (the "Preferred Stock").
[Anticipated: 25,000,000 shares of preferred stock, par value $0.01 per share]
(c) As of [Insert Record Date], there were [Insert Number] shares of Common Stock issued and outstanding. No shares of Preferred Stock are issued and outstanding as of such date.
[Anticipated: 214,600,000 shares of Common Stock outstanding as of March 15, 2026; no Preferred Stock outstanding]
(d) The Company has not issued, and is not party to any agreement or arrangement that obligates the Company to issue, any shares of Preferred Stock, except as may be described in the Registration Statement or the exhibits thereto.
Section 3. Amended and Restated Bylaws.
(a) Attached hereto as Exhibit C is a true, correct, and complete copy of the Amended and Restated Bylaws of the Company, as currently in effect as of the date hereof (the "Bylaws"), certified by the undersigned.
(b) The Bylaws have not been further amended, supplemented, restated, or otherwise modified since [Insert Date of Last Amendment] and are in full force and effect as of the date hereof. No proposal to amend, supplement, restate, or otherwise modify the Bylaws is currently pending before the Board of Directors of the Company or any committee thereof.
Section 4. Board Resolutions.
(a) Attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company at a meeting duly called and held on [Insert Date of Board Meeting], at which a quorum of directors was present and acting throughout, [or by unanimous written consent dated [Insert Date],] authorizing, among other things:
[Insert applicable method and date — anticipated mid-May 2026]
(i) the preparation, execution, and filing with the SEC of the Registration Statement on Form S-3 (automatic shelf registration statement) registering the offer and sale from time to time of up to $[Insert Amount] aggregate initial offering price of Securities, including all exhibits, financial statements, and schedules thereto, and any amendments (including post-effective amendments) and supplements thereto;
(ii) the designation of a pricing committee (the "Pricing Committee") comprised of [Insert Names and Titles], with authority to determine the terms and conditions of specific offerings of Securities under the Registration Statement, including but not limited to the aggregate principal amount or number of shares, the offering price, interest rate or rates (if applicable), maturity, redemption provisions, and any other terms and conditions of each series or tranche of Securities to be offered and sold under the Registration Statement;
[Anticipated: the Chief Executive Officer (Franklin Alvarez) and the Chief Financial Officer (Marcus Cheng), together with any one director]
(iii) the authorization of appropriate officers of the Company to execute and deliver any and all documents, agreements, certificates, and instruments as may be necessary or desirable in connection with the Registration Statement and any offerings of Securities thereunder, including but not limited to underwriting agreements, terms agreements, distribution agreements, purchase agreements, supplemental indentures, pricing supplements, prospectus supplements, officers' certificates, opinions of counsel requests, comfort letter requests, and any other documents required in connection with any such offerings;
(iv) the appointment of [Insert Name of Trustee] as trustee (the "Trustee") under any indenture or supplemental indenture to be entered into by and between the Company and the Trustee in connection with the offer and sale of debt securities (including senior debt securities and subordinated debt securities) under the Registration Statement;
[Anticipated: Meridian Trust Company, N.A.]
(v) the authorization of the payment of all fees and expenses incurred or to be incurred by the Company in connection with the Registration Statement, including SEC registration fees (which may be paid on a pay-as-you-go basis in accordance with Rule 456(b) and Rule 457(r) under the Securities Act), fees and expenses of the Trustee, printing and engraving costs, legal fees, accounting fees, rating agency fees, and all other related costs and expenses; and
(vi) such other actions as any authorized officer of the Company may deem necessary or advisable to carry out the purposes and intent of the foregoing resolutions.
(b) The Resolutions have not been amended, modified, rescinded, or revoked in any respect, and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company, or by any committee thereof, that would conflict with, limit, supersede, or otherwise modify the authority granted by the Resolutions.
(c) The meeting of the Board of Directors at which the Resolutions were adopted was duly called and convened in accordance with the Certificate of Incorporation, the Bylaws, and applicable law, proper notice was given or duly waived by each director, and a quorum of directors was present and acting throughout such meeting. [If by written consent: The written consent adopting the Resolutions was duly executed by all of the directors of the Company in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, the Certificate of Incorporation, and the Bylaws.]
Section 5. Incumbency and Authority of Officers.
(a) Each of the following persons is, as of the date hereof, a duly elected or appointed, qualified, and acting officer of the Company, holding the office set forth opposite his or her name below, and the signature set forth opposite his or her name below is the genuine signature of such person:
[Insert names and titles of all officers signing or named in the Registration Statement. Anticipated to include at minimum:
• Franklin "Frank" Alvarez — Chief Executive Officer
• Marcus Cheng — Senior Vice President, Chief Financial Officer
• Diane Kowalski — Executive Vice President, General Counsel & Corporate Secretary
• Such other officers as may sign the Registration Statement pursuant to powers of attorney]
(b) Each such officer identified in the table above is duly authorized to execute and deliver the Registration Statement and any amendments thereto (including post-effective amendments), and any documents filed as exhibits thereto, on behalf of the Company, in accordance with the Resolutions and the Bylaws.
(c) Powers of attorney, if any, authorizing the execution of the Registration Statement on behalf of any officer or director of the Company have been duly executed and delivered in accordance with the laws of the State of Delaware, the Certificate of Incorporation, and the Bylaws, and are in full force and effect as of the date hereof. True and correct copies of all such powers of attorney are attached as exhibits to the Registration Statement.
Section 6. Board Composition.
(a) The Board of Directors of the Company currently consists of [Insert Number] members. [Anticipated: 11 members] [Insert Number] of such directors are "independent directors" within the meaning of Rule 5605(a)(2) of the Nasdaq listing standards. [Anticipated: 9 independent directors]
(b) Each director who has signed or is named in the Registration Statement, including any director on whose behalf the Registration Statement has been signed by an attorney-in-fact pursuant to a power of attorney, is a duly elected, qualified, and acting director of the Company as of the date hereof.
(c) Each committee of the Board of Directors referenced in the Registration Statement has been duly constituted in accordance with the Certificate of Incorporation, the Bylaws, and the applicable committee charter, and each member of any such committee is qualified to serve thereon in accordance with the Nasdaq listing standards and applicable law.
Section 7. No Conflicts or Violations.
(a) To the best knowledge of the undersigned, after due inquiry, the adoption of the Resolutions and the preparation, execution, and filing of the Registration Statement with the SEC do not and will not:
(i) violate, conflict with, or result in a breach or default under any provision of the Certificate of Incorporation;
(ii) violate, conflict with, or result in a breach or default under any provision of the Bylaws;
(iii) violate, conflict with, or result in a breach or default under any resolution heretofore adopted by the Board of Directors of the Company or any committee thereof that is currently in effect; or
(iv) violate, conflict with, or result in a breach of, or a default under, any applicable law, rule, regulation, judgment, order, or decree of any federal, state, local, or foreign governmental authority that is binding on the Company or any of its properties or assets.
(b) To the best knowledge of the undersigned, after due inquiry, no consent, approval, authorization, license, permit, order, or filing of or with any federal, state, local, or foreign governmental authority is required in connection with the filing of the Registration Statement, other than (i) such filings and registrations as may be required under the Securities Act and the rules and regulations of the SEC promulgated thereunder, (ii) such filings as may be required under applicable state securities or "blue sky" laws, and (iii) such filings as may be required by the Financial Industry Regulatory Authority, Inc. or Nasdaq.
Section 8. No Proceedings.
To the best knowledge of the undersigned, after due inquiry, there are no actions, suits, proceedings, investigations, or claims pending or, to the knowledge of the undersigned, threatened against or affecting the Company before or by any court, governmental authority, arbitrator, or other tribunal that seek to restrain, enjoin, prohibit, or otherwise prevent the filing of the Registration Statement with the SEC, the registration of the Securities thereunder, or the consummation of any offering of Securities contemplated thereby. To the best knowledge of the undersigned, after due inquiry, there are no actions, suits, proceedings, investigations, or claims pending or threatened that question the validity or legality of the Resolutions or the authority of the officers or directors of the Company to execute and file the Registration Statement.
Closing.
This Certificate may be relied upon by the underwriters named in any underwriting agreement, terms agreement, distribution agreement, or other similar agreement entered into in connection with any offering of Securities under the Registration Statement, their respective counsel, and the Company's outside counsel, including Calderwood & Harkness LLP, in connection with the filing of the Registration Statement and any offerings of Securities thereunder.
[Anticipated to include Redmond Zanthor & Co. LLC, Pinnacle Bancorp Securities LLC, Hargrove & Lassiter LLP (underwriters' counsel), Calderwood & Harkness LLP (Company counsel), and Granville & Hooper LLP]
The undersigned has made such reasonable inquiry and investigation as the undersigned has deemed necessary and appropriate in connection with the certifications made herein, including review of the corporate books and records of the Company, and the certifications set forth herein are made to the best knowledge and belief of the undersigned based upon such inquiry and investigation. Nothing contained in this Certificate shall constitute a personal certification or guarantee by the undersigned in his or her individual capacity.
This Certificate is being delivered as of the date set forth above and speaks only as of such date. The undersigned undertakes no obligation to update or supplement this Certificate after the date hereof, except as may be required in connection with a specific takedown or offering under the Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of [Insert Date], 20[__].
________________________________________
Name: [Insert Name]
Title: [Insert Title]
[Anticipated: Diane Kowalski, Executive Vice President, General Counsel & Corporate Secretary]
LIST OF EXHIBITS
Exhibit A — Certificate of Good Standing
Certificate of Good Standing of Cascade Retail Holdings Inc. issued by the Secretary of State of the State of Delaware, dated [Insert Date — should be as of a recent date prior to filing].
[To be obtained prior to filing. Delaware File Number: to be confirmed — anticipated 3487201]
Exhibit B — Amended and Restated Certificate of Incorporation
True, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc., as currently in effect, certified by the Corporate Secretary of the Company.
[Attach the version currently on file with the Delaware Secretary of State, together with all certificates of amendment, certificates of designation, and other certificates of any kind filed in respect thereof]
Exhibit C — Amended and Restated Bylaws
True, correct, and complete copy of the Amended and Restated Bylaws of Cascade Retail Holdings Inc., as currently in effect, certified by the Corporate Secretary of the Company.
[Attach the version most recently adopted or amended by the Board of Directors]
Exhibit D — Board Resolutions
True, correct, and complete copy of the resolutions of the Board of Directors of Cascade Retail Holdings Inc. authorizing the filing of the Registration Statement, adopted on [Insert Date].
[Attach final adopted resolutions — see separate draft board resolutions prepared by Calderwood & Harkness LLP; anticipated adoption date: mid-May 2026]
[EXHIBITS A THROUGH D TO BE ATTACHED AT TIME OF EXECUTION]
Calderwood & Harkness LLP — Matter No. 1038-00003 DRAFT — FOR DISCUSSION PURPOSES ONLY Prepared by: Claire Dempsey
This form is to be finalized and executed at the time of filing of the Registration Statement. All bracketed items must be completed with current information as of the date of execution. Counsel should verify all factual certifications against current corporate records and updated diligence prior to execution.
| Name | Title | Signature |
| [Insert Name] | [Insert Title] | _______ |
| [Insert Name] | [Insert Title] | _______ |
| [Insert Name] | [Insert Title] | _______ |
| [Insert Name] | [Insert Title] | _______ |