Contract analysis

1. Approval and Adoption of the Stock Purchase Agreement RESOLVED, that the Stock Purchase Agreement, dated as of May 20, 2025, by and among Cascade Retail Holdings Inc., NovaMart Global Inc., and the Selling Stockholders named therein, including all exhibits, schedules (including the Seller Disclosure Schedules), and annexes thereto, in the form presented to the undersigned stockholders (a copy of which has been mad

2. Approval of the Ancillary Transaction Documents RESOLVED, that each of the ancillary agreements, instruments, certificates, and documents contemplated by the SPA to be executed and delivered by the Company and/or the Selling Stockholders in connection with the transactions contemplated by the SPA (collectively, the "Ancillary Documents"), including without limitation the following, be and hereby are approved, adop

3. Appointment of Stockholder Representative RESOLVED, that the appointment of Ridgeline Equity Partners, LP, a Delaware limited partnership, acting through its Managing Partner, Franklin Osei (with a principal business address at 200 Park Avenue South, 14th Floor, New York, New York 10003), as the Stockholder Representative for all purposes under the SPA and the Ancillary Documents, be and hereby is approved, adopte

4. Authorization of Sale and Transfer of Shares RESOLVED, that the sale, assignment, transfer, conveyance, and delivery by each Selling Stockholder of all of such Selling Stockholder's shares of Common Stock of the Company to Cascade Retail Holdings Inc. at the Closing, against payment of such Selling Stockholder's pro rata portion of the Purchase Price (net of the Escrow Amount and subject to the estimated working c

5. Authorization of Officers and Agents RESOLVED, that Julian Reeves, as Founder and Chief Executive Officer, Priya Narasimhan, as Co-Founder and Chief Technology Officer, Douglas "Doug" Whitfield, as Chief Financial Officer, and Amanda Trevino, as General Counsel (each, an "Authorized Person"), each acting individually and without the need for any further action by the Board of Directors or the stockholders, be and

6. Compliance with Interim Operating Covenants RESOLVED, that the Company and its officers, directors, employees, and agents are hereby authorized and directed to comply with all interim operating covenants set forth in Section 6.01 of the SPA during the period between the date of signing of the SPA (May 20, 2025) and the Closing Date (the "Interim Period"), including without limitation the obligation to (i) conduct

7. Cooperation with Regulatory Approvals RESOLVED, that the Company and its officers, directors, employees, and agents are hereby authorized and directed to cooperate fully and promptly with Cascade and its advisors, representatives, and counsel in connection with obtaining all governmental, regulatory, and third-party approvals, consents, clearances, authorizations, and filings required for the consummation of the T

8. Ratification of Prior Actions RESOLVED, that all actions heretofore taken by the officers, directors, employees, and agents of the Company in connection with the negotiation, preparation, execution, and delivery of the SPA and the Ancillary Documents, and in connection with the Transaction generally, be and hereby are ratified, confirmed, and approved in all respects. Without limiting the generality of the foregoi

9. Omnibus Authorization RESOLVED, that each Authorized Person, acting individually and without the need for any further action by the Board of Directors or the stockholders, be and hereby is authorized, empowered, and directed to take or cause to be taken any and all such further actions, to execute and deliver or cause to be executed and delivered all such further agreements, instruments, certificates, and document