Contract analysis

I. INTRODUCTION AND PURPOSE The purpose of this Bring-Down Due Diligence Certificate (this "Certificate") is to confirm the results of the bring-down due diligence searches and status checks conducted as of October 14, 2025, the date immediately preceding the anticipated closing of the transaction (the "Closing") on October 15, 2025 (the "Closing Date"). This Certificate is being delivered to Cascade Retail Holdings

II. SCOPE OF BRING-DOWN SEARCHES A. Entities Searched The bring-down searches were conducted with respect to each of the following NovaMart Entities: The registered agent for NovaMart Global Inc., NovaMart Logistics Inc., and NovaMart Digital Services LLC in the State of Delaware is Pinnacle Corporate Services Inc., 850 New Burton Road, Suite 201, Dover, DE 19904. The registered agent for NovaShip Fulfillment LLC in

1. Delaware — State of incorporation for NovaMart Global Inc., NovaMart Logistics Inc., and NovaMart Digital Services LLC.

2. Texas — Headquarters and principal place of business; state of organization for NovaShip Fulfillment LLC; one (1) fulfillment center located in San Antonio, TX.

3. California — Three (3) fulfillment centers located in City of Industry, CA (Los Angeles County); Fremont, CA (Alameda County); and West Sacramento, CA (Sacramento County).

4. New Jersey — Two (2) fulfillment centers located in Edison, NJ (Middlesex County) and Teterboro, NJ (Bergen County).

5. Georgia — Two (2) fulfillment centers located in Atlanta, GA (Fulton County) and Lithonia, GA (DeKalb County).

6. Ohio — One (1) fulfillment center located in Twinsburg, OH (Cuyahoga/Summit County).

7. Illinois — One (1) fulfillment center located in Romeoville, IL (Will County); county-level searches conducted in Cook County as NovaMart maintains a satellite office in downtown Chicago.

8. Pennsylvania — One (1) fulfillment center located in Upper Macungie Township, PA (Lehigh County); county-level searches also conducted in Philadelphia County as NovaMart Digital Services LLC maintains office space in Philadelphia.

9. Tennessee — One (1) fulfillment center located in Memphis, TN (Shelby County).

10. Florida — Two (2) fulfillment centers located in Hialeah, FL (Miami-Dade County) and Tampa, FL (Hillsborough County).

11. Washington — One (1) fulfillment center located in Kent, WA (King County).

12. Federal — U.S. District Courts (all relevant districts); U.S. Bankruptcy Courts (all relevant districts); U.S. Patent and Trademark Office ("USPTO"); and U.S. Copyright Office. B. Types of Searches Conducted The following categories of bring-down searches were conducted for each of the NovaMart Entities in each applicable jurisdiction:

1. Litigation Searches (State and Federal Courts). Searches of dockets and case filings in all relevant U.S. District Courts and state courts of general jurisdiction (and, where applicable, state courts of limited jurisdiction) in each of the jurisdictions identified above, to identify any actions, suits, proceedings, arbitrations, or governmental investigations filed by or against any NovaMart Entity since May 20, 2

2. UCC Financing Statement Searches. Searches of the Uniform Commercial Code filing records maintained by the Secretary of State in each relevant jurisdiction (and county-level UCC records where applicable, including Travis County, Texas) to identify all UCC-1 financing statements currently on file naming any NovaMart Entity as debtor, and to identify any new UCC filings recorded since May 20, 2025.

3. Federal Tax Lien Searches. Searches of records maintained by the appropriate filing offices in each relevant jurisdiction to identify any notices of federal tax liens filed by the Internal Revenue Service against any NovaMart Entity.

4. State and Local Tax Lien Searches. Searches of records maintained by the appropriate state and local filing offices in each relevant jurisdiction to identify any state or local tax liens filed against any NovaMart Entity, including Texas franchise tax lien searches with the Texas Comptroller of Public Accounts and Delaware franchise tax lien searches with the Delaware Division of Revenue.

5. Judgment and Judgment Lien Searches. Searches of judgment records in federal and state courts in each relevant jurisdiction to identify any outstanding judgments, judgment liens, or writs of execution against any NovaMart Entity.

6. Bankruptcy and Insolvency Searches. Searches of the records of the U.S. Bankruptcy Courts (via PACER and commercial search providers) in each relevant district to confirm that no voluntary or involuntary bankruptcy petitions have been filed by or against any NovaMart Entity.

7. Patent Status Checks. Searches of the USPTO Patent Application Information Retrieval (PAIR) system and the USPTO Patent Center to verify the current status of all patents and patent applications owned by or assigned to any NovaMart Entity, as identified in the intellectual Property Due Diligence Memorandum.

8. Trademark Status Checks. Searches of the USPTO Trademark Electronic Search System (TESS) and the Trademark Status and Document Retrieval (TSDR) system, as well as the trademark databases of applicable state trademark offices, to verify the current registration status of all trademarks and service marks owned by or applied for by any NovaMart Entity.

9. Copyright Status Checks. Searches of the U.S. Copyright Office online records to verify the current registration status of all copyrights registered by or on behalf of any NovaMart Entity.

10. Good Standing / Entity Status Verification. Orders and/or online verifications of certificates of good standing (or certificates of existence, as applicable) from the Secretary of State (or equivalent authority) in each of the eleven (11) states in which NovaMart or any of its subsidiaries is incorporated or qualified to do business. C. Search Dates and Vendors All searches were conducted with effective dates of

III. LITIGATION SEARCHES — RESULTS A. Federal Court Searches Federal court litigation searches were conducted in the following U.S. District Courts, each of which encompasses a jurisdiction in which NovaMart or one or more of its subsidiaries maintains operations, is incorporated, or is qualified to do business: Results. The bring-down federal court litigation searches have revealed no new material actions, suits, cl

IV. UCC AND LIEN SEARCHES — RESULTS A. UCC Financing Statement Searches UCC financing statement searches were conducted against each NovaMart Entity as debtor with the following filing offices: (i) Delaware Secretary of State, Division of Corporations, UCC Filing Section. This is the primary UCC filing office for NovaMart Global Inc., NovaMart Logistics Inc., and NovaMart Digital Services LLC, each of which is organi

1. Ashford Savings Bank, N.A. — Revolving Credit Facility This UCC-1 filing corresponds to the security interest granted by NovaMart to Ashford Savings Bank, N.A. ("Ashford"), as administrative agent, under NovaMart's existing $150,000,000 revolving credit facility (the "Ashford Credit Facility"), dated as of September 14, 2022, as amended. This lien was previously identified in the UCC and Lien Search Report dated M

2. Meridian Equipment Finance Corp. — Equipment Lease This UCC-1 filing corresponds to an equipment lease financing arrangement between NovaMart Logistics Inc. and Meridian Equipment Finance Corp. for automated conveyor and sorting systems installed at NovaMart's fulfillment centers. This filing was previously identified in the UCC and Lien Search Report and is disclosed on Schedule 3.6 and Schedule 3.7 of the SPA Di

3. No New UCC Filings Since Signing Date Other than the two UCC-1 financing statements described above, both of which were previously identified during the pre-signing diligence period and are reflected in the SPA Disclosure Schedules, the bring-down UCC searches have revealed no new UCC-1 financing statements, UCC-3 amendments, or other UCC filings recorded against any NovaMart Entity since May 20, 2025. No unexpect

V. JUDGMENT AND BANKRUPTCY SEARCHES — RESULTS A. Judgment Searches Federal and state judgment searches were conducted in all relevant jurisdictions identified in Section II.A above, covering all NovaMart Entities. The searches encompassed records of judgments, judgment liens, writs of execution, and similar court-ordered financial obligations. Results. The bring-down judgment searches have revealed no outstanding jud

VI. INTELLECTUAL PROPERTY STATUS CHECKS — RESULTS A. Patent Status USPTO patent status checks were conducted for all patents and patent applications owned by or assigned to NovaMart Global Inc. and its subsidiaries, as identified in the intellectual Property Due Diligence Memorandum dated May 10, 2025, and on Schedule 3.12(a) of the SPA Disclosure Schedules. NovaMart's patent portfolio consists of fourteen (14) issue

VII. GOOD STANDING / ENTITY STATUS VERIFICATION Certificates of good standing (or certificates of existence, as applicable based on the terminology used by each Secretary of State) have been obtained or ordered for NovaMart Global Inc. and each of its domestic subsidiaries from the Secretary of State (or equivalent authority) in each jurisdiction of organization and each jurisdiction in which such entity is qualified

VIII. SUMMARY OF CHANGES SINCE SIGNING DATE (MAY 20, 2025) The following table provides a consolidated summary of the bring-down search results described in Sections III through VII above: Overall Assessment. Based on the bring-down searches conducted as of October 13–14, 2025, and summarized in this Certificate, the bring-down due diligence has not revealed any material changes to the diligence findings reported in

IX. IMPLICATIONS FOR CLOSING CONDITIONS Based on the results of the bring-down due diligence searches and status checks described in this Certificate, and subject to the limitations and qualifications set forth in Section X below, we believe that the bring-down results support Cascade's conclusion that the following conditions to Closing under Article VII of the SPA have been, or are expected to be, satisfied:

1. Accuracy of Representations and Warranties (SPA Section 7.2(a)). The bring-down searches have not identified any facts or circumstances that would, in our assessment, cause the representations and warranties of NovaMart or the Selling Stockholders set forth in the SPA to be inaccurate in any material respect (or, where qualified by materiality or Material Adverse Effect qualifiers, in any respect) as of the Closin

2. No Material Adverse Effect (SPA Section 7.2(b)). The bring-down searches have not revealed any events, facts, changes, or circumstances that, individually or in the aggregate, would reasonably be expected to constitute or result in a Material Adverse Effect (as defined in SPA Section 1.1) on NovaMart or any of its subsidiaries since the date of the SPA. The business operations of the NovaMart Entities appear to ha

3. No Governmental Order or Proceeding (SPA Section 7.1(b)). The bring-down searches have confirmed that no governmental order, injunction, decree, restraining order, or similar order issued by any court or governmental authority is in effect that would prevent, restrain, enjoin, or prohibit the consummation of the transactions contemplated by the SPA. No litigation or regulatory proceeding challenging or seeking to

4. Lien Release and Payoff (SPA Section 7.2(f)). The UCC searches confirm the existence of the two previously identified UCC-1 financing statements, both of which are consistent with the SPA Disclosure Schedules. The Ashford Savings Bank, N.A. UCC-1 filing (Filing No. 2022-4718392) will be terminated upon Closing through the delivery of UCC-3 termination statements and other lien release documentation pursuant to the

5. Change of Control Consents. We note that the approximately thirty-four (34) material contracts requiring change of control or assignment consents in connection with the transaction are being tracked separately by C&H and Cascade's Corporate Development team via the Change of Control Consent Tracker. As of the date hereof, consents have been received for twenty-nine (29) of the thirty-four (34) identified contracts

6. Representations and Warranties Insurance. For reference, Cascade has procured a representations and warranties insurance policy (the "R&W Policy") issued by Meridian Specialty Insurance Company, Policy No. MSI-RWI-2025-07832, providing a limit of liability of $216,000,000 (representing 18% of the Purchase Price), subject to a retention of $12,000,000 (the "Retention"). The R&W Policy is a buy-side policy that prov

X. LIMITATIONS AND QUALIFICATIONS This Certificate and the bring-down due diligence searches described herein are subject to the following limitations and qualifications, which should be carefully considered in evaluating the search results:

1. Public Records Limitation. The searches conducted in connection with this Certificate are limited to publicly available records and databases maintained by courts, governmental agencies, the USPTO, the U.S. Copyright Office, and commercial search providers. Private or sealed proceedings, confidential settlements, non-public governmental investigations, and records that have not been made publicly available may not

2. Indexing and Filing Lag. There is an inherent lag time between the filing or recording of documents with courts and governmental agencies and the indexing of such documents in searchable databases. This lag time varies by jurisdiction and agency but typically ranges from one (1) to five (5) business days, and in some jurisdictions may be longer. Accordingly, filings made within the several days immediately precedi

3. No Substitute for SPA Representations and Warranties. The searches described in this Certificate are intended to supplement, and do not substitute for, the representations and warranties made by NovaMart and the Selling Stockholders in the SPA or the Officer's Certificate to be delivered by an executive officer of NovaMart at Closing pursuant to SPA Section 7.2(c). The representations and warranties in the SPA con

4. Reliance on Commercial Search Vendors. Certain of the searches described herein were conducted by or with the assistance of Penrose Software (a Westmark Partners LLC) and other commercial search vendors retained by C&H. C&H has relied on these vendors' representations regarding the scope and thoroughness of their searches and has not independently verified the completeness or accuracy of the databases maintained b

5. Jurisdictional Scope. The searches were conducted in the jurisdictions identified in Section II.A above, which represent all jurisdictions in which NovaMart or its domestic subsidiaries is incorporated, qualified to do business, or known to maintain offices or facilities. To the extent that NovaMart or any of its subsidiaries has assets, operations, or activities in jurisdictions not covered by the searches (inclu

6. Attorney-Client Privilege and Work Product. This Certificate is provided for the internal use of Cascade Retail Holdings Inc. in connection with the transaction and is subject to the attorney-client privilege and the attorney work product doctrine. This Certificate is not intended for distribution to, or reliance by, any third party without the prior written consent of C&H and Cascade. Distribution of this Certifi

7. No Opinion. This Certificate does not constitute a legal opinion of Calderwood & Harkness LLP. The statements, analyses, and conclusions set forth herein represent the professional assessment of the undersigned attorneys based on the search results obtained and are subject to the limitations described herein.

XI. ATTACHMENTS / EXHIBITS The following exhibits are attached hereto and incorporated by reference into this Certificate: Exhibit A: Schedule of All Searches Conducted — Complete listing of each search conducted, including entity name, jurisdiction, search type, vendor utilized, effective search date, and summary result. Exhibit B: UCC Search Reports — Copies of UCC search reports obtained from the Delaware Secretar

XII. SIGNATURE BLOCK This Bring-Down Due Diligence Certificate is submitted as of the date first set forth above. Prepared by: CALDERWOOD & HARKNESS LLP By: ________ Name: Derek Okonkwo Title: Lead Associate, Mergers & Acquisitions Date: October 14, 2025 By: ________ Name: Tiffany Rosenthal Title: Working Associate, Mergers & Acquisitions Date: October 14, 2025 Reviewed and Approved by: By: ________ Name: Harrison We