Contract analysis

1. RECITALS 1.1 Description of the Proposed Transaction WHEREAS, the Board has been advised that the Company proposes to acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc., a corporation duly organized and existing under the laws of the State of Delaware ("NovaMart" or the "Target"), headquartered at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, from the sto

2. APPROVAL OF THE ACQUISITION AND THE STOCK PURCHASE AGREEMENT NOW, THEREFORE, BE IT RESOLVED, that the Acquisition of one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc. from the Selling Stockholders for an aggregate Purchase Price of One Billion Two Hundred Million Dollars ($1,200,000,000) in cash, on the terms and conditions set forth in the Stock Purchase Agreement in s

3. APPROVAL OF THE ESCROW AGREEMENT AND RELATED ARRANGEMENTS RESOLVED FURTHER, that the Escrow Agreement among the Company, Ridgeline Equity Partners, LP (as Stockholder Representative), and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent), providing for the deposit, investment, administration, and release of Ninety-Six Million Dollars ($96,000,000) (representing eight percent (8%) of the Purchase Price

4. APPROVAL OF FINANCING — TERM LOAN B RESOLVED FURTHER, that the incurrence by the Company of indebtedness in an aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000) under the Senior Secured Term Loan B facility, on the terms and conditions set forth in the Commitment Letter dated May 15, 2025 (Reference: CL-2025-0515-CRNB) from Cornerstone National Bank, N.A. (Robert Frankel, Senior Vice

5. APPROVAL OF FINANCING — REVOLVING CREDIT FACILITY DRAW AND AMENDMENT RESOLVED FURTHER, that the draw of Two Hundred Million Dollars ($200,000,000) under the Company's existing Five Hundred Million Dollar ($500,000,000) Revolving Credit Facility with Cornerstone National Bank, N.A. as Administrative Agent (pursuant to the Revolving Credit Agreement dated as of March 22, 2024), to be made at or immediately prior to

6. APPROVAL OF REPRESENTATIONS AND WARRANTIES INSURANCE RESOLVED FURTHER, that the procurement by the Company of a buyer-side representations and warranties insurance policy from Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832), with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000), a retention of Twelve Million Dollars ($12,000,000), brokered by Northbridge Risk Advisors LLC (

7. APPROVAL OF EMPLOYMENT AGREEMENTS AND RETENTION PLAN RESOLVED FURTHER, that the post-closing employment agreements with Julian Reeves (Founder & Chief Executive Officer of NovaMart) and Priya Narasimhan (Co-Founder & Chief Technology Officer of NovaMart), on substantially the terms described in Section 1.10(d) of the recitals above, including the grants of restricted shares of Cascade common stock, and the key emp

8. APPROVAL OF D&O TAIL INSURANCE RESOLVED FURTHER, that the procurement of a six (6)-year directors' and officers' liability tail insurance policy (also known as a "run-off" policy) from Sovereign Assurance Group Ltd. for the benefit of the current and former directors and officers of NovaMart Global Inc. for acts or omissions occurring prior to and through the closing of the Acquisition, at an estimated premium of

9. APPROVAL OF ANCILLARY AGREEMENTS AND DOCUMENTS RESOLVED FURTHER, that the execution, delivery, and performance by the Company of all ancillary agreements, documents, instruments, certificates, and other materials in connection with the Acquisition and the financing thereof, including, without limitation, the following: (a) the Stockholder Representative Agreement with Ridgeline Equity Partners, LP; (b) Letters of

10. APPROVAL OF HSR ACT FILING AND ANTITRUST MATTERS RESOLVED FURTHER, that the following actions are hereby approved, authorized, ratified, and confirmed in all respects: (a) the filing of the HSR Notification and Report Form with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice in connection with the Acquisition, and the payment of the HSR Act filing fee of Two Million Three

11. APPROVAL OF TRANSACTION COSTS RESOLVED FURTHER, that the payment of estimated buyer-side transaction costs aggregating approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) from the Company's available working capital, as more particularly described in Section 1.12 of the recitals above, including fees and expenses payable to Calderwood & Harkness LLP, Hargrove Mead & Co., Whitmore & Paig

12. AUTHORIZATION OF OFFICERS RESOLVED FURTHER, that each of the following officers of the Company (each, an "Authorized Officer"): (a) Margaret "Meg" Alderton, Chief Executive Officer; (b) Rajiv Sundaram, Chief Financial Officer; (c) Elena Vasquez-Bright, General Counsel; and (d) Theodore "Ted" Langford, Senior Vice President, Corporate Development; acting individually or together, is hereby authorized, empowered, a

13. RATIFICATION OF PRIOR ACTIONS RESOLVED FURTHER, that all actions heretofore taken by any officer, director, employee, or authorized agent of the Company in connection with the proposed Acquisition of NovaMart Global Inc. and the transactions contemplated thereby, including, without limitation, the following, are hereby ratified, confirmed, and approved in all respects as acts of and on behalf of the Company: (a)

14. BOARD AUTHORIZATION DATE AND PRIOR AUTHORIZATION RESOLVED FURTHER, that the Board notes for the record that the Board initially authorized the pursuit of the Acquisition at a meeting of the Board held on February 3, 2025, at which the Board approved management's recommendation to proceed with the negotiation, due diligence, and documentation of the Acquisition on substantially the terms presented to the Board at

15. GENERAL AUTHORITY AND OMNIBUS RESOLUTION RESOLVED FURTHER, that any and all actions heretofore or hereafter taken by any Authorized Officer within the scope of the authority conferred by these resolutions, and any and all agreements, documents, instruments, certificates, and other materials heretofore or hereafter executed and delivered by any Authorized Officer within the scope of such authority, are hereby appr