Contract analysis

Section 1445 of the Code provides that a transferee of a "United States real property interest" (as defined in Section 897(c) of the Code) must withhold tax if the transferor is a "foreign person." For purposes of the Code, a "foreign person" means a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate. In order to inform the Buyer that withholding of tax is

Section 1. Certification of Non-Foreign Status 1.1 The Company is not a "foreign person" within the meaning of Section 1445 of the Code. Specifically, the Company is not a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder. The Company is a corporation duly organize

Section 2. Company Identifying Information The following information is provided in accordance with Treasury Regulations Section 1.1445-2(b)(2)(iv)(B): Note: The U.S. Employer Identification Number and principal business address set forth above are provided in satisfaction of the identification requirements of Treasury Regulations Section 1.1445-2(b)(2)(iv)(B).

Section 3. Statement Regarding U.S. Real Property Interest This Certificate is provided in connection with the disposition of all of the issued and outstanding shares of capital stock of NovaMart Global Inc. to Cascade Retail Holdings Inc. pursuant to, and on the terms and subject to the conditions set forth in, the Agreement. The Company acknowledges and understands that this Certificate may be disclosed to the Inte

Section 4. Reliance and Delivery This Certificate is made to, and for the sole benefit of, Cascade Retail Holdings Inc. (the Buyer) and its successors and assigns. This Certificate is delivered in satisfaction of the requirements of Section 7.02(f) of the Agreement, as a condition to the Buyer's obligation to consummate the transactions contemplated thereby at the Closing (as defined in the Agreement). The Buyer is e

Section 5. Authority of Signatory The undersigned is a duly authorized officer of the Company and has been duly authorized by the Company, by all necessary corporate action, to execute and deliver this Certificate on behalf of the Company. The undersigned has the requisite authority to bind the Company with respect to the certifications, representations, and acknowledgments set forth herein.

Section 6. Governing Law This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, consistent with the governing law provisions