Contract analysis

Section 1. Certificate of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc., as originally filed with the Secretary of State of the State of Delaware on March 14, 2003, and as most recently amended and restated by the filing of the Amended and Restated Certificate of Incorporation with the Secretary

Section 2. Bylaws Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Cascade Retail Holdings Inc. (the "Bylaws"), as most recently amended and restated effective as of \[date of last amendment\]. The Bylaws are currently in full force and effect and have not been further amended, supplemented, restated, or otherwise modified since \[date of last amendment\]. The u

Section 3. Board Resolutions Authorizing the Transaction (a) Signing Resolutions Attached hereto as Exhibit C-1 is a true, correct, and complete copy of the resolutions (the "Signing Resolutions") duly adopted by the Board of Directors of Cascade Retail Holdings Inc. at a duly convened meeting held on May 20, 2025, at which a quorum of directors was present and acting throughout, authorizing and approving the followi

Section 4. Incumbency of Officers The undersigned hereby certifies that each of the persons listed in the table below is, as of the date of this Certificate, a duly elected or appointed officer of Cascade Retail Holdings Inc., holding the office set forth opposite his or her name below, and that the signature set forth opposite his or her name below is his or her true and genuine signature. Each such officer is duly

Section 5. No Dissolution, Merger, or Consolidation The undersigned hereby certifies that no action has been taken or authorized by the Board of Directors (or any committee thereof) or the stockholders of Cascade Retail Holdings Inc. looking to or providing for the dissolution, liquidation, or winding up of the Company, or to any merger, consolidation, conversion, or domestication of the Company with or into any othe

Section 6. Good Standing The undersigned hereby certifies that, to the knowledge of the undersigned (after due inquiry), the Company is in good standing in its jurisdiction of incorporation (the State of Delaware) and is duly qualified, licensed, or authorized to transact business, and is in good standing, in each other state or jurisdiction in which the nature of its business or the ownership, leasing, or operation

Section 7. Additional Certifications The undersigned further certifies each of the following: (a) Nasdaq Listing. The Company's shares of common stock, par value $0.001 per share, are listed and traded on the Nasdaq Stock Market under the ticker symbol "CRHI." The Company is in compliance in all material respects with the applicable listing standards of the Nasdaq Stock Market, and no delisting proceedings have been

Section 8. Reliance This Secretary's Certificate is being delivered pursuant to, and in satisfaction of the conditions set forth in, Section 7.03(d) of the Stock Purchase Agreement. The Target (NovaMart Global Inc.), the Selling Stockholders (including Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, Priya Narasimhan, and the other stockholders party to the SPA), the Stockholder Represen