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

Adopted at a Meeting of the Board of Directors Held on March 11, 2024

Prepared by Eric Johannsen, Calderwood & Harkness LLP C&H Matter No. 1038-00005

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PREAMBLE AND RECITALS

Meeting Convocation. A meeting of the Board of Directors (the "Board") of Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company" or "CRH"), was duly called and held on March 11, 2024, commencing at 9:00 a.m. Pacific Time, at the Company's principal executive offices located at 4800 Lakeview Blvd, Suite 1100, Bellevue, Washington 98004, and simultaneously via secure videoconference for those directors participating remotely. Notice of the meeting was duly given to all directors in accordance with the Company's Amended and Restated Bylaws, and the meeting was convened in accordance with all applicable provisions of the Delaware General Corporation Law (the "DGCL") and the Company's governing documents.

Thomas R. Kinsley, Chairman of the Board and an independent, non-executive director, presided over the meeting in his capacity as Chairman. Priya Sundaram, Executive Vice President, General Counsel & Corporate Secretary of the Company, served as secretary of the meeting and was responsible for recording the minutes of the proceedings.

Quorum. It was noted and confirmed at the outset of the meeting that a quorum of the Board was present, consisting of nine (9) of the eleven (11) directors then serving on the Board, in accordance with Article III, Section 7 of the Company's Amended and Restated Bylaws and Section 141(b) of the DGCL.

The following directors were present throughout the meeting, either in person at the Company's principal executive offices or via videoconference, and each such director's presence was confirmed for purposes of establishing and maintaining a quorum:

1. Thomas R. Kinsley — Chairman of the Board (Independent, Non-Executive) — Present in person

2. Margaret "Meg" Holliday — Lead Independent Director; Chair, Nominating & Corporate Governance Committee — Present in person

3. Julian Voss — Chief Executive Officer and Director — Present in person

4. Sandra Chen-Watkins — Independent Director; Chair, Audit Committee — Present via videoconference

5. Robert "Rob" Elliston — Independent Director; Chair, Compensation & Human Capital Committee — Present in person

6. Dr. Anwar Farouk — Independent Director — Present via videoconference

7. David Hargrove — Independent Director — Present in person

8. Lisa M. Petrovska — Independent Director — Present via videoconference

9. James T. Nakamura — Independent Director — Present in person

The following directors were absent and excused from the meeting:

1. Caroline R. Whitfield — Independent Director — Excused due to a prior commitment

2. Gregory S. Dunlap — Independent Director — Excused due to a prior commitment

It was confirmed that a quorum was present and acting throughout the entirety of the meeting and that all resolutions set forth herein were adopted by the affirmative vote of a majority of the directors present at the meeting at which a quorum existed, in accordance with the Company's Amended and Restated Bylaws and Section 141(b) of the DGCL.

Attendance of Outside Counsel and Advisors

The following representatives of the Company's outside legal counsel, Calderwood & Harkness LLP, were in attendance at the meeting at the invitation of the Board to present on governance matters and to advise the Board in connection with the resolutions under consideration:

Howard Bellamy, Partner (Responsible Partner), Calderwood & Harkness LLP, 999 Third Avenue, Suite 4200, Seattle, Washington 98104 and 300 Delaware Avenue, Suite 900, Wilmington, Delaware 19801 — Present in person

Eric Johannsen, Associate (Lead Associate), Calderwood & Harkness LLP, 999 Third Avenue, Suite 4200, Seattle, Washington 98104 and 300 Delaware Avenue, Suite 900, Wilmington, Delaware 19801 — Present in person

The following representative of the Company's outside governance and proxy advisory consultant was also in attendance at the meeting at the invitation of the Board:

Katherine "Kate" Redfield, Managing Director, Glassman & Torrey LLP, 200 Clarendon Street, Suite 3100, Boston, Massachusetts 02116 — Present via videoconference

Background Recitals. The Chairman called the meeting to order and, upon confirmation of a quorum, the Board proceeded to consider the matters set forth on the agenda. The following recitals were presented to the Board for its consideration:

WHEREAS, the Company is a corporation organized and existing under the laws of the State of Delaware, originally incorporated on March 12, 2001, and is publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI" (SEC Central Index Key (CIK): 0001387442), with its Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on October 3, 2016 (the "Restated Certificate"), which authorizes the issuance of two hundred million (200,000,000) shares of common stock, par value $0.01 per share (the "Common Stock"), and ten million (10,000,000) shares of preferred stock, par value $0.01 per share (the "Preferred Stock"), and as of December 31, 2023, there were approximately seventy million (70,000,000) shares of Common Stock issued and outstanding, and no shares of Preferred Stock issued and outstanding;

WHEREAS, the Company's current bylaws are the Amended and Restated Bylaws of the Company, as last amended on May 14, 2019 (the "2019 Bylaws"), which consist of thirty-eight (38) sections organized across eight (8) articles governing the conduct of the Company's affairs, including provisions relating to stockholder meetings, the Board of Directors, officers, indemnification, stock certificates, and general provisions;

WHEREAS, the Company's existing board committee structure consists of: (i) the Audit Committee, a standing committee comprised of four (4) independent members, operating under a charter last revised in February 2020; (ii) the Compensation & Human Capital Committee, a standing committee comprised of three (3) independent members, operating under a charter last revised in March 2021; (iii) the Nominating & Corporate Governance Committee, a standing committee comprised of three (3) independent members, operating under a charter last revised in January 2019; and (iv) an ad hoc Technology & Innovation Committee, formed by a resolution of the Board adopted on September 15, 2022, which operates without a formal written charter and was established on a temporary basis to oversee certain technology-related strategic initiatives;

WHEREAS, at the Company's 2023 Annual Meeting of Stockholders, held on June 8, 2023, a contested director election occurred in which Ridgepoint Capital Partners LP ("Ridgepoint"), a Delaware limited partnership and activist institutional shareholder beneficially owning approximately 4.7% of the Company's outstanding shares of Common Stock (representing approximately 3,290,000 shares), nominated Franklin Gu as an alternative director candidate in opposition to the Company's management-nominated slate, and during such contested election, incumbent management nominee David Hargrove received only 54.1% of the votes cast in his favor, reflecting significant stockholder concern regarding the Company's corporate governance practices and strategic direction;

WHEREAS, on November 17, 2023, Ridgepoint filed an amendment to its Schedule 13D (Amendment No. 3, or "13D/A") with the United States Securities and Exchange Commission (the "SEC"), in which Ridgepoint publicly called for a series of governance reforms at the Company, including, among other things: (a) the adoption of a majority voting standard for uncontested director elections in place of the Company's existing plurality voting standard; (b) the adoption of a proxy access bylaw provision; and (c) the imposition of a requirement that the Chairman of the Board be an independent, non-executive director at all times;

WHEREAS, Glassman & Torrey LLP, the Company's outside governance and proxy advisory consultant, delivered to the Board a comprehensive Governance Health Assessment dated December 5, 2023 (the "Governance Health Assessment"), in which the Company received an overall governance score of 58 out of 100 when measured against a peer group of eighteen (18) publicly traded retail companies of comparable size and profile, which score fell below the peer group median score of 67 out of 100, indicating material gaps in the Company's governance framework relative to current market expectations and institutional investor preferences;

WHEREAS, evolving proxy advisory firm expectations and regulatory developments have created a compelling need to comprehensively review and refresh the Company's bylaws and committee charters, including without limitation: (a) updated proxy voting guidelines published by Cobalt Ridge Solutions ("ISS") and Westmark Solutions ("Tarrant Partners LLC") for the 2024 proxy season, which continue to favor majority voting in uncontested director elections, proxy access provisions, and annual board evaluations as governance best practices; (b) recent Delaware Court of Chancery case law developments, including In re McDonald's Corp. Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. 2023), and In re Harborview & Co. Derivative Litigation, C.A. No. 2019-0907-MTZ (Del. Ch. 2021), which have interpreted and applied the Caremark oversight duty framework in a manner that underscores the importance of robust board-level compliance oversight mechanisms and internal reporting structures; (c) the SEC's final rules on cybersecurity risk management, strategy, governance, and incident disclosure, adopted on July 26, 2023, and effective for fiscal years beginning on or after December 15, 2023, which impose new requirements on public companies to disclose material cybersecurity incidents on Form 8-K and cybersecurity risk management, strategy, and governance matters in annual reports on Form 10-K; and (d) the Nasdaq Stock Market's listing rule amendments, effective October 2, 2023, implementing the SEC's final clawback rules under Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which require listed companies to adopt and comply with compensation recovery ("clawback") policies meeting specified minimum standards;

WHEREAS, the Company engaged Calderwood & Harkness LLP as its outside legal counsel pursuant to an engagement letter dated January 18, 2024 (C&H Matter No. 1038-00005), to conduct a comprehensive review and refresh of the Company's corporate bylaws and board committee structure, and to prepare amended and restated bylaws, revised committee charters, and a new committee charter for presentation to and consideration by the Board;

WHEREAS, Calderwood & Harkness LLP delivered to the Board a detailed Governance Gap Analysis Memorandum dated January 29, 2024 (the "Gap Analysis Memorandum"), which identified specific areas in which the Company's existing governance documents fell below current best practices, applicable legal and regulatory requirements, and the expectations of institutional stockholders, proxy advisory firms, and the Company's peer group;

WHEREAS, on February 22, 2024, Calderwood & Harkness LLP, together with Glassman & Torrey LLP, conducted a comprehensive board governance workshop for the members of the Board, during which they presented an overview of current governance trends, a detailed peer analysis benchmarking the Company's governance practices against those of its peer group, and a summary of recommended changes to the Company's bylaws and committee charters, and the Board had the opportunity to discuss and provide feedback on the proposed changes;

WHEREAS, draft amended and restated bylaws and revised and new committee charters were prepared by Calderwood & Harkness LLP and circulated to all members of the Board for review and comment, with initial drafts circulated on February 12, 2024, and revised drafts incorporating director feedback circulated on March 4, 2024, providing the Board with sufficient time and opportunity for a thorough review of the proposed governance documents;

WHEREAS, the Nominating & Corporate Governance Committee of the Board, chaired by Margaret "Meg" Holliday, met on March 6, 2024, and reviewed in detail the proposed bylaws amendments and committee charter revisions prepared by Calderwood & Harkness LLP, and after due deliberation and consideration, the Nominating & Corporate Governance Committee unanimously recommended the adoption of the proposed bylaws amendments and committee charter revisions by the full Board;

WHEREAS, the Board has carefully considered the proposed governance changes, the recommendations of Calderwood & Harkness LLP and Glassman & Torrey LLP, the Gap Analysis Memorandum, the Governance Health Assessment, the demands and expectations of the Company's stockholders (including Ridgepoint), applicable provisions of Delaware law (including the DGCL), Nasdaq listing standards, SEC rules and regulations, and the expectations and voting guidelines of leading proxy advisory firms;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Cascade Retail Holdings Inc., upon due consideration and deliberation, and having determined that the following resolutions are in the best interests of the Company and its stockholders, hereby adopts the following resolutions:

RESOLUTION 1: ADOPTION OF THE AMENDED AND RESTATED BYLAWS

RESOLVED, that the Amended and Restated Bylaws of Cascade Retail Holdings Inc. (the "2024 Bylaws"), substantially in the form presented to the Board at this meeting, reviewed by the Board, and attached hereto as Exhibit A and incorporated herein by reference, are hereby adopted by the Board of Directors, effective immediately as of the date hereof, and that the 2024 Bylaws shall supersede in their entirety the Amended and Restated Bylaws of the Company, as last amended on May 14, 2019 (the "2019 Bylaws"), which 2019 Bylaws shall have no further force or effect from and after the adoption of the 2024 Bylaws.

The Board notes and acknowledges that the 2024 Bylaws incorporate the following substantive changes from the 2019 Bylaws, each of which was reviewed and discussed by the Board and by outside counsel:

(a) Majority Voting Standard for Uncontested Director Elections. The 2024 Bylaws replace the plurality voting standard previously applicable to all director elections under the 2019 Bylaws with a majority voting standard for uncontested director elections, such that each director nominee in an uncontested election must receive the affirmative vote of a majority of the votes cast (i.e., the number of votes cast "for" a director nominee must exceed the number of votes cast "against" such nominee) in order to be elected. The 2024 Bylaws include a plurality carve-back for contested elections, such that in any election of directors in which the number of nominees exceeds the number of directors to be elected (a "Contested Election"), directors shall be elected by a plurality of the votes cast. In addition, the 2024 Bylaws include a director resignation policy providing that any incumbent director nominee who fails to receive a majority of the votes cast in an uncontested election shall promptly tender his or her resignation to the Board for consideration. The Nominating & Corporate Governance Committee shall make a recommendation to the Board as to whether to accept or reject such tendered resignation, and the Board shall act on the tendered resignation within ninety (90) days following certification of the stockholder vote and shall publicly disclose its decision and the rationale therefor.

(b) Proxy Access Provision. The 2024 Bylaws include a new proxy access provision (Article II, Section 12 of the 2024 Bylaws) permitting a stockholder, or a group of up to twenty (20) stockholders, who has continuously owned at least three percent (3%) of the Company's outstanding shares of Common Stock for at least three (3) years preceding the date of the proxy access nomination notice, to nominate director candidates for inclusion in the Company's proxy materials for the annual meeting of stockholders. The number of proxy access nominees that may be included in the Company's proxy materials for any annual meeting shall not exceed the greater of (i) two (2) nominees or (ii) twenty percent (20%) of the total number of directors then serving on the Board, rounded down to the nearest whole number. The proxy access provision includes customary eligibility requirements, informational and procedural requirements, and other conditions consistent with market practice for proxy access bylaws among similarly situated public companies.

(c) Modernized Advance Notice Provisions. The 2024 Bylaws modernize and update the advance notice provisions applicable to stockholder nominations of director candidates and stockholder proposals for business to be brought before the annual meeting of stockholders (Article II, Sections 9 and 10 of the 2024 Bylaws). The updated advance notice provisions include enhanced disclosure requirements for nominating stockholders and beneficial owners on whose behalf a nomination is made, including, without limitation, disclosure of: (i) derivative positions (including options, warrants, convertible securities, stock appreciation rights, or similar rights with an exercise or conversion privilege or settlement payment or mechanism at a price related to any class or series of shares of the Company); (ii) short interests (including any short position or any agreement, arrangement, or understanding for the purpose of, or having the effect of, reducing the economic risk of ownership of any shares of the Company's stock); (iii) material relationships between the nominating stockholder (and any affiliates or associates thereof) and the nominee; and (iv) any other information that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies under Section 14(a) of the Exchange Act. The advance notice window under the 2024 Bylaws provides that notice must be delivered to the Corporate Secretary not earlier than one hundred twenty (120) days and not later than ninety (90) days before the first anniversary of the date of the prior year's annual meeting of stockholders.

(d) Exclusive Forum Bylaw. The 2024 Bylaws include a new exclusive forum provision (Article X of the 2024 Bylaws) designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, any other state court of the State of Delaware or, if no state court of the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware) as the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, or stockholder of the Company to the Company or the Company's stockholders; (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Restated Certificate, or the 2024 Bylaws (as each may be amended from time to time); and (iv) any action asserting a claim governed by the internal affairs doctrine. The exclusive forum provision further provides that, unless the Company consents in writing to the selection of an alternative forum, the United States federal district courts shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

(e) Emergency Bylaws. The 2024 Bylaws include a new Article IX establishing emergency bylaws consistent with Section 110 of the DGCL, which provide for the governance and operation of the Company during any emergency condition (as defined in DGCL § 110), including provisions addressing quorum requirements, the designation of officers, the conduct of meetings, and other matters necessary to enable the Company to continue to operate during periods of emergency.

FURTHER RESOLVED, that the Board notes and confirms that the prohibition on stockholder action by written consent in lieu of a meeting, as set forth in Article VII, Section 2 of the Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on October 3, 2016, remains in full force and effect, and that no provision of the 2024 Bylaws modifies, amends, or otherwise affects such prohibition.

FURTHER RESOLVED, that the Executive Vice President, General Counsel & Corporate Secretary of the Company is hereby authorized and directed to maintain the 2024 Bylaws as part of the Company's official corporate records, to make copies available to any director or stockholder upon request in accordance with applicable law, and to take all such actions as may be necessary or appropriate to give effect to the adoption of the 2024 Bylaws.

RESOLUTION 2: ADOPTION OF THE REVISED AUDIT COMMITTEE CHARTER

RESOLVED, that the Revised Charter of the Audit Committee of the Board of Directors (the "Revised Audit Committee Charter"), substantially in the form presented to the Board at this meeting, reviewed by the Board, and attached hereto as Exhibit B and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately as of the date hereof, and that the Revised Audit Committee Charter shall supersede in its entirety the prior Charter of the Audit Committee last revised in February 2020, which prior charter shall have no further force or effect from and after the adoption of the Revised Audit Committee Charter.

The Board notes and acknowledges that the Revised Audit Committee Charter has been updated and enhanced to incorporate the following changes and additions, among others, as recommended by Calderwood & Harkness LLP and the Nominating & Corporate Governance Committee:

(i) Updated references to, and alignment with, current SEC rules and regulations, including amendments to Regulation S-K and Regulation S-X, as well as current Nasdaq listing standards applicable to audit committees of listed companies;

(ii) An expanded risk oversight mandate, including an explicit responsibility for the Audit Committee to oversee the Company's cybersecurity risk management program and related disclosures, in accordance with the SEC's final rules on cybersecurity risk management, strategy, governance, and incident disclosure adopted on July 26, 2023 (Release Nos. 33-11216; 34-97989), including oversight of the Company's policies and procedures for the identification, assessment, and management of material cybersecurity risks, incident response and recovery plans, and the timely disclosure of material cybersecurity incidents on Form 8-K;

(iii) Enhanced whistleblower procedures, including provisions ensuring the Audit Committee has established and maintains procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters, in compliance with Section 301 of the Sarbanes-Oxley Act of 2002 and Rule 10A-3 under the Exchange Act;

(iv) Caremark-informed compliance oversight language, reflecting the Board's commitment to robust compliance oversight in light of recent Delaware Court of Chancery decisions interpreting the In re Caremark International Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996), framework, including the requirement that the Audit Committee receive and review regular reports from the Company's Chief Compliance Officer (or equivalent) regarding the effectiveness of the Company's compliance programs and any material compliance failures or violations;

FURTHER RESOLVED, that the Audit Committee shall consist of at least four (4) independent members of the Board, each of whom shall satisfy the independence requirements of the Nasdaq listing standards applicable to audit committee members and the independence requirements of Rule 10A-3 under the Exchange Act, and each of whom shall be financially literate (as such qualification is interpreted by the Board in its business judgment) or shall become financially literate within a reasonable period of time after appointment to the Audit Committee.

FURTHER RESOLVED, that Sandra Chen-Watkins, who has been designated by the Board as an "audit committee financial expert" within the meaning of Item 407(d)(5)(ii) of Regulation S-K, shall continue to serve as Chair of the Audit Committee.

FURTHER RESOLVED, that the Board notes that the Revised Audit Committee Charter includes provisions governing the Audit Committee's oversight of the Company's relationship with its independent registered public accounting firm, Mercer & Holloway LLP (lead engagement partner: Philip Tanaka, CPA), which has served as the Company's independent auditor since the fiscal year ended January 31, 2018 (FY2018), including the Audit Committee's responsibility for the appointment, compensation, retention, and oversight of the work of the independent auditor, the review and evaluation of the lead engagement partner, the pre-approval of all audit and non-audit services provided by the independent auditor, and the assessment of auditor independence.

RESOLUTION 3: ADOPTION OF THE REVISED COMPENSATION & HUMAN CAPITAL COMMITTEE CHARTER

RESOLVED, that the Revised Charter of the Compensation & Human Capital Committee of the Board of Directors (the "Revised Compensation Charter"), substantially in the form presented to the Board at this meeting, reviewed by the Board, and attached hereto as Exhibit C and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately as of the date hereof, and that the Revised Compensation Charter shall supersede in its entirety the prior Charter of the Compensation & Human Capital Committee last revised in March 2021, which prior charter shall have no further force or effect from and after the adoption of the Revised Compensation Charter.

The Board notes and acknowledges that the Revised Compensation Charter has been updated and enhanced to incorporate the following changes and additions, among others, as recommended by Calderwood & Harkness LLP and the Nominating & Corporate Governance Committee:

(i) The addition of explicit human capital management oversight responsibilities, reflecting the growing importance of human capital as a strategic asset and the increasing expectations of institutional investors and proxy advisory firms for board-level oversight of human capital matters, including workforce composition and diversity, talent acquisition and retention strategies, employee engagement, succession planning for key management positions below the C-suite level, and workplace health and safety;

(ii) Oversight of the Company's pay-versus-performance disclosures in accordance with the SEC's final rules on pay-versus-performance (Release No. 34-95607), effective for fiscal years ending on or after December 16, 2022, including review of the tabular and narrative disclosures required by Item 402(v) of Regulation S-K and the relationship between executive compensation actually paid and the Company's financial performance;

(iii) Administration of the Company's compensation clawback policy in compliance with the Nasdaq listing rule amendments, effective October 2, 2023, implementing Rule 10D-1 under the Exchange Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, including the Compensation & Human Capital Committee's responsibility for overseeing the implementation and enforcement of the Company's policy for the recovery of erroneously awarded incentive-based compensation from current and former executive officers in the event of an accounting restatement;

FURTHER RESOLVED, that the Compensation & Human Capital Committee shall consist of at least three (3) independent members of the Board, each of whom shall satisfy the independence requirements of the Nasdaq listing standards applicable to compensation committee members, and each of whom shall qualify as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act.

FURTHER RESOLVED, that Robert "Rob" Elliston shall continue to serve as Chair of the Compensation & Human Capital Committee.

RESOLUTION 4: ADOPTION OF THE REVISED NOMINATING & CORPORATE GOVERNANCE COMMITTEE CHARTER

RESOLVED, that the Revised Charter of the Nominating & Corporate Governance Committee of the Board of Directors (the "Revised Nominating Charter"), substantially in the form presented to the Board at this meeting, reviewed by the Board, and attached hereto as Exhibit D and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately as of the date hereof, and that the Revised Nominating Charter shall supersede in its entirety the prior Charter of the Nominating & Corporate Governance Committee last revised in January 2019, which prior charter shall have no further force or effect from and after the adoption of the Revised Nominating Charter.

The Board notes and acknowledges that the Revised Nominating Charter has been updated and enhanced to incorporate the following changes and additions, among others, as recommended by Calderwood & Harkness LLP and the Nominating & Corporate Governance Committee:

(i) The addition of explicit environmental, social, and governance ("ESG") and sustainability oversight responsibilities, reflecting the Committee's role in overseeing the Company's approach to ESG matters, including the Company's sustainability strategy, reporting practices, and stakeholder engagement, and in monitoring emerging ESG-related regulatory requirements, disclosure frameworks, and investor expectations applicable to the Company;

(ii) A formal board refreshment and skills matrix review process, requiring the Committee to maintain and periodically review a board skills matrix that identifies the skills, expertise, experience, backgrounds, and other qualifications that the Committee believes are important for the Board to possess as a whole, and to use such matrix as a tool in evaluating incumbent directors, identifying gaps in the Board's collective skillset, and identifying and recruiting potential new director candidates who would complement and enhance the Board's overall composition;

(iii) An annual board and committee self-evaluation process, requiring the Committee to oversee and facilitate a comprehensive annual self-evaluation of the Board and each standing committee of the Board, including the development and administration of evaluation questionnaires, the collection and synthesis of results (with the assistance of outside governance advisors, as appropriate), and the presentation of evaluation findings and recommendations to the full Board, consistent with the expectations of ISS, Tarrant Partners LLC, and leading institutional investors regarding annual board evaluation practices;

FURTHER RESOLVED, that the Nominating & Corporate Governance Committee shall consist of at least three (3) independent members of the Board, each of whom shall satisfy the independence requirements of the Nasdaq listing standards applicable to nominating committee members.

FURTHER RESOLVED, that Margaret "Meg" Holliday shall continue to serve as Chair of the Nominating & Corporate Governance Committee.

RESOLUTION 5: ESTABLISHMENT OF THE TECHNOLOGY & CYBERSECURITY COMMITTEE AND ADOPTION OF ITS CHARTER

RESOLVED, that a new standing committee of the Board of Directors, to be known as the Technology & Cybersecurity Committee (the "Technology & Cybersecurity Committee"), is hereby established as a standing committee of the Board, effective immediately as of the date hereof, with the authority, responsibilities, and composition as set forth in the Charter of the Technology & Cybersecurity Committee adopted pursuant to this resolution.

FURTHER RESOLVED, that the Charter of the Technology & Cybersecurity Committee of the Board of Directors (the "Technology & Cybersecurity Charter"), substantially in the form presented to the Board at this meeting, reviewed by the Board, and attached hereto as Exhibit E and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately as of the date hereof.

The Board notes and acknowledges that the Technology & Cybersecurity Committee is being established as a standing committee in recognition of the critical importance of technology strategy, cybersecurity risk management, data privacy, and emerging technology governance to the Company's operations, competitive positioning, and long-term stockholder value, and in response to the heightened regulatory environment, including the SEC's cybersecurity disclosure rules, and the increased expectations of institutional investors and proxy advisory firms for dedicated board-level technology and cybersecurity oversight.

FURTHER RESOLVED, that the Technology & Cybersecurity Committee shall consist of a minimum of three (3) independent members of the Board, each of whom shall satisfy the independence requirements of the Nasdaq listing standards. The Board encourages the appointment of committee members who possess relevant expertise or experience in information technology, cybersecurity, data privacy, digital commerce, artificial intelligence, or related fields, although such expertise shall not be a prerequisite for service on the Committee.

FURTHER RESOLVED, that the Technology & Cybersecurity Committee shall have oversight responsibility for, among other things:

(a) The Company's information technology strategy and significant technology investments and initiatives, including digital transformation, e-commerce platforms, and enterprise technology architecture;

(b) The Company's cybersecurity programs, including cybersecurity risk assessment and management processes, incident response and recovery capabilities, cybersecurity insurance coverage, and the adequacy of the Company's cybersecurity resources and personnel;

(c) The Company's data privacy programs and compliance with applicable data privacy laws and regulations, including the California Consumer Privacy Act (as amended by the California Privacy Rights Act), and other state, federal, and international data privacy requirements applicable to the Company's operations;

(d) The Company's approach to artificial intelligence ("AI") governance, including the responsible development, deployment, and use of AI and machine learning technologies in the Company's business operations, and the management of risks associated with such technologies;

FURTHER RESOLVED, that Dr. Anwar Farouk is hereby designated as an initial member of the Technology & Cybersecurity Committee, effective immediately, in recognition of his relevant expertise and experience in technology and cybersecurity matters.

FURTHER RESOLVED, that Thomas R. Kinsley, Chairman of the Board, in consultation with Margaret "Meg" Holliday, Chair of the Nominating & Corporate Governance Committee, is hereby authorized and directed to appoint additional members to the Technology & Cybersecurity Committee and to designate the Chair of the Technology & Cybersecurity Committee, such appointments and designation to be made as promptly as practicable following the date hereof and reported to the full Board at the next regularly scheduled meeting of the Board.

RESOLUTION 6: DISSOLUTION OF THE AD HOC TECHNOLOGY & INNOVATION COMMITTEE

RESOLVED, that the ad hoc Technology & Innovation Committee, formed by a resolution of the Board of Directors adopted on September 15, 2022, is hereby dissolved, effective immediately as of the date hereof. The ad hoc Technology & Innovation Committee shall have no further authority, responsibilities, or mandate from and after the date of its dissolution.

FURTHER RESOLVED, that all responsibilities, mandates, ongoing matters, and any pending action items previously assigned to or undertaken by the ad hoc Technology & Innovation Committee are hereby transferred to, absorbed into, and assumed by the newly established standing Technology & Cybersecurity Committee, which shall have full authority to continue, modify, or conclude any such matters as it deems appropriate in its discretion and in accordance with the Technology & Cybersecurity Charter.

FURTHER RESOLVED, that the Executive Vice President, General Counsel & Corporate Secretary of the Company is hereby authorized and directed to update the Company's governance records, corporate governance guidelines, committee membership listings, and the corporate governance page on the Company's investor relations website to reflect the dissolution of the ad hoc Technology & Innovation Committee and the establishment of the standing Technology & Cybersecurity Committee, and to take all such other actions as may be necessary or appropriate to give effect to this resolution.

RESOLUTION 7: AUTHORIZATION TO FILE FORM 8-K

RESOLVED, that any officer of the Company, including Priya Sundaram, Executive Vice President, General Counsel & Corporate Secretary, and any other duly authorized officer of the Company, is hereby authorized and directed to prepare and file, or cause to be prepared and filed, a Current Report on Form 8-K (the "Form 8-K") with the SEC under the Exchange Act, disclosing the adoption of the 2024 Bylaws and such other information regarding the matters contemplated by these resolutions as may be required or advisable under applicable SEC rules, regulations, and guidance and Nasdaq listing standards, including, without limitation, a description of the material changes effected by the 2024 Bylaws.

FURTHER RESOLVED, that the Form 8-K shall be filed with the SEC promptly following the adoption of these resolutions, and the 2024 Bylaws shall be filed as an exhibit to the Form 8-K in accordance with Item 5.03 of Form 8-K and Item 601(b)(3)(ii) of Regulation S-K. It is anticipated that the Form 8-K will be filed on or about March 14, 2024.

FURTHER RESOLVED, that the officers of the Company, with the assistance of Calderwood & Harkness LLP, are authorized to prepare and include in the Form 8-K such additional disclosures regarding the adoption of the revised committee charters, the establishment of the Technology & Cybersecurity Committee, and the dissolution of the ad hoc Technology & Innovation Committee as such officers may deem necessary, appropriate, or advisable, or as may be required by applicable rules and listing standards.

RESOLUTION 8: RECOMMENDATION OF CHARTER AMENDMENT FOR OFFICER EXCULPATION

RESOLVED, that the Board of Directors hereby determines that it is in the best interests of the Company and its stockholders to amend the Company's Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on October 3, 2016, to add a provision exculpating certain officers of the Company from personal liability for monetary damages for breach of the duty of care, to the fullest extent permitted by Section 102(b)(7) of the DGCL, as amended effective August 1, 2022, pursuant to Senate Bill 273 of the 151st General Assembly of the State of Delaware.

The Board notes that the Restated Certificate currently includes an exculpation provision under Section 102(b)(7) of the DGCL that eliminates the personal liability of directors of the Company for monetary damages for breach of fiduciary duty as a director, subject to the exceptions set forth in Section 102(b)(7). However, the Restated Certificate has not yet been amended to include the officer exculpation provision now permitted under the 2022 amendment to Section 102(b)(7), which extends the availability of exculpation from personal liability for breach of the duty of care to certain officers of the Company (specifically, persons who, during the course of conduct alleged to be wrongful, served as an officer of the Company as defined in Section 102(b)(7) of the DGCL). The Board believes that the adoption of an officer exculpation provision will benefit the Company and its stockholders by helping to attract and retain talented officers, reducing the risk of costly and distracting litigation, and aligning the Company's charter with the protections afforded by the DGCL as amended.

FURTHER RESOLVED, that the Board of Directors hereby recommends that the Company's stockholders approve such amendment to the Restated Certificate of Incorporation at the Company's 2024 Annual Meeting of Stockholders, currently scheduled to be held on June 6, 2024 (the "2024 Annual Meeting"), and that the proposed charter amendment be submitted to the stockholders for approval as a separate proposal on the proxy card for the 2024 Annual Meeting.

FURTHER RESOLVED, that the officers of the Company, with the assistance of Calderwood & Harkness LLP, are hereby authorized and directed to prepare the necessary certificate of amendment to the Restated Certificate of Incorporation, proxy statement disclosure, and such other materials as may be required or advisable to submit the proposed charter amendment for stockholder approval at the 2024 Annual Meeting, and to take all such actions as may be necessary or appropriate to present such proposal to the stockholders for a vote at the 2024 Annual Meeting.

The Board notes that the scope of drafting the certificate of amendment and related proxy disclosure with respect to the officer exculpation charter amendment is outside the scope of the current engagement with Calderwood & Harkness LLP under C&H Matter No. 1038-00005 and, if the Company elects to proceed, will be addressed pursuant to a separate engagement letter and matter number to be established by Calderwood & Harkness LLP.

GENERAL AUTHORIZING RESOLUTIONS

RESOLVED, that any officer of the Company, including Julian Voss, Chief Executive Officer, Priya Sundaram, Executive Vice President, General Counsel & Corporate Secretary, and any other duly authorized officer of the Company, is hereby authorized and empowered, acting singly or together, to execute and deliver any and all documents, instruments, agreements, certificates, notices, consents, and filings, and to take any and all actions, in the name and on behalf of the Company, as such officer or officers may deem necessary, appropriate, or advisable to carry out the purposes and intent of the foregoing resolutions, including, without limitation, the payment of any filing fees, the engagement of any agents or service providers, and the execution of any ancillary documents required in connection with any such filings or actions. The execution and delivery of any such documents or the taking of any such actions by any such officer shall be conclusive evidence of such officer's determination that such documents or actions are necessary, appropriate, or advisable and of such officer's authority to act on behalf of the Company in connection therewith.

FURTHER RESOLVED, that all actions heretofore taken by any officer or director of the Company, or by Calderwood & Harkness LLP or Glassman & Torrey LLP acting at the direction of the Company, in connection with the matters contemplated by the foregoing resolutions, including, without limitation, the preparation and circulation of draft governance documents, the conduct of the board governance workshop on February 22, 2024, and the preparation of the Gap Analysis Memorandum, are hereby ratified, confirmed, approved, and adopted in all respects as the valid and authorized actions of the Company.

FURTHER RESOLVED, that the Company's registered agent for service of process in the State of Delaware, National Registered Agents of Delaware, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, is hereby confirmed as the Company's registered agent in the State of Delaware for purposes of any filings made with the Secretary of State of the State of Delaware in connection with the foregoing resolutions, and the officers of the Company are authorized to execute and deliver any documents or certificates required by National Registered Agents of Delaware, Inc. in connection with such filings.

FURTHER RESOLVED, that the Executive Vice President, General Counsel & Corporate Secretary of the Company is hereby authorized and directed to update the Company's corporate governance page on its investor relations website (located at www.cascaderetailholdings.com/investors/governance) to reflect the adoption of the 2024 Bylaws and all revised and new committee charters promptly following the filing of the Form 8-K with the SEC, and to make copies of the 2024 Bylaws and all current committee charters publicly available on such website in accordance with Nasdaq listing standards and best practices.

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

EXHIBIT LIST

The following exhibits are attached to and form a part of these resolutions:

CERTIFICATION

I, the undersigned, Priya Sundaram, Executive Vice President, General Counsel & Corporate Secretary of Cascade Retail Holdings Inc., a Delaware corporation, do hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at a meeting of the Board of Directors duly called and held on March 11, 2024, at the Company's principal executive offices at 4800 Lakeview Blvd, Suite 1100, Bellevue, Washington 98004, and via videoconference, at which a quorum of the Board was present and acting throughout the entirety of the meeting, and that such resolutions have not been modified, amended, rescinded, or revoked and remain in full force and effect as of the date hereof.

I further certify that the 2024 Bylaws attached hereto as Exhibit A, the Revised Audit Committee Charter attached hereto as Exhibit B, the Revised Compensation Charter attached hereto as Exhibit C, the Revised Nominating Charter attached hereto as Exhibit D, and the Technology & Cybersecurity Charter attached hereto as Exhibit E, are true, correct, and complete copies of the documents adopted by the Board of Directors at such meeting.

IN WITNESS WHEREOF, I have hereunto set my hand as of the date set forth below.

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Priya Sundaram

Title: Executive Vice President, General Counsel & Corporate Secretary

Date: March 11, 2024

ATTESTED AND CONFIRMED: