Contract analysis

1. Prepared By: This form Officer's Certificate has been prepared by Calderwood & Harkness LLP, counsel to Cascade Retail Holdings Inc. ("Buyer"), for use at the Closing of the acquisition of NovaMart Global Inc. (the "Company"). The responsible partner is Harrison Wexford, and the lead associate is Derek Okonkwo. All questions regarding this form should be directed to Mr. Wexford (hwexford@calderwoodharkness.com) or

2. Cross-Reference to SPA. All defined terms, Article and Section references, and substantive provisions of this Certificate must be cross-referenced to and conformed with the execution version of the Stock Purchase Agreement dated May 20, 2025 (the "SPA"). Key defined terms that must be verified include, without limitation: "Material Adverse Effect," "Knowledge of Buyer" (or "Buyer's Knowledge"), "Purchase Price," "

3. Bring-Down Standard. The bring-down standard set forth in Section 1(a) of this Certificate must exactly conform to the language of the applicable closing condition in Article VII of the SPA. Review the specific condition carefully. If the SPA employs a different formulation (e.g., a single "true and correct in all material respects" standard, a "true and correct in all respects except for de minimis exceptions" st

4. Covenant Compliance Standard. The covenant compliance standard set forth in Section 2(a) of this Certificate must similarly be conformed to the language of the applicable closing condition. Confirm whether the SPA requires "all material respects" compliance, "all respects" compliance, or some other standard.

5. Financing Confirmation. Section 2(b)(ii) contains detailed financing certification language. Confirm all amounts, facility names, counterparty names, commitment letter references, and other financing details against the actual Commitment Letter, Revolving Credit Facility agreement, and Buyer's cash position. Coordinate with Buyer's treasury team (contact: Rajiv Sundaram, CFO) and Buyer's financing counsel to ensur

6. Escrow Deposit. Confirm the escrow deposit amount ($96,000,000, representing 8% of the $1,200,000,000 Purchase Price) against the SPA and the Escrow Agreement. Coordinate with Marlowe Asset Management Trust Company, N.A. (Escrow Agent) and Buyer's treasury team regarding the timing and mechanics of the deposit.

7. Delaware Law Governance. The SPA is governed by the laws of the State of Delaware, and disputes are subject to the exclusive jurisdiction of the Delaware Court of Chancery (or, if the Court of Chancery declines to exercise jurisdiction, the Superior Court of the State of Delaware, or, if no state court in Delaware has jurisdiction, the United States District Court for the District of Delaware). This Certificate is

8. Timing. This Certificate should be circulated in substantially final form no later than two (2) business days prior to the anticipated Closing Date for review and comment by counsel to the Company and the Selling Stockholders (Whitfield, Park & Associates LLP). The final, execution-ready version should be prepared for signature on the Closing Date itself. Do not execute this Certificate until all conditions to Clo

9. Concurrent Deliverables. Confirm that a corresponding Officer's Certificate of NovaMart Global Inc. (certifying the accuracy of the Company's representations and warranties, compliance with the Company's covenants, and related matters) will be delivered concurrently by the Company and/or the Selling Stockholders as a condition to Buyer's obligation to consummate the Closing under Article VII of the SPA. Additional

10. Removal of Drafting Notes. All drafting notes, guidance notes, instructions, and bracketed placeholders must be removed from the final execution version of this Certificate. The watermark, internal header/footer references to privilege, and any other markings indicating draft status must also be removed prior to execution and delivery. [End of Form — Officer's Certificate of Cascade Retail Holdings Inc.]