CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE

Form Certificate to Be Delivered at the Closing of the Stock Purchase Agreement Dated May 20, 2025

THIS IS A FORM DOCUMENT — TO BE COMPLETED AND EXECUTED AT CLOSING

This Certification of Non-Foreign Status (this "Certificate") is delivered pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.1445-2(b)(2), in connection with the Stock Purchase Agreement, dated as of May 20, 2025 (the "Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation (the "Buyer"), NovaMart Global Inc., a Delaware corporation (the "Company"), and the Selling Stockholders named therein (each, a "Selling Stockholder" and, collectively, the "Selling Stockholders").

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 not required upon the transfer of interests in the Company pursuant to the Agreement, the undersigned hereby certifies the following on behalf of the Company:

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 organized, validly existing, and in good standing under the laws of the State of Delaware and is a United States person within the meaning of Section 7701(a)(30) of the Code.

1.2 The Company is not a "disregarded entity" as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). The Company is treated as a corporation for all purposes of the Code and is not an entity that is disregarded as an entity separate from its owner under Treasury Regulations Section 301.7701-3.

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 Internal Revenue Service by the Buyer, and that any false statement contained herein could be punished by fine, imprisonment, or both, pursuant to the applicable provisions of the Code and Title 18 of the United States Code.

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 entitled to rely on this Certificate in determining that withholding under Section 1445 of the Code is not required in connection with the consummation of the transactions contemplated by the Agreement. The undersigned understands that this Certificate may be relied upon by the Buyer pursuant to Treasury Regulations Section 1.1445-2(b)(2), and that such reliance shall relieve the Buyer of any obligation to withhold tax under Section 1445 of the Code with respect to the transactions contemplated by the Agreement, provided the Buyer does not have actual knowledge, or receive notice from the Company's transferor's agent or the Buyer's agent, that this Certificate is false.

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 of the Agreement.

[Signature Page Follows]

[Signature Page to Certification of Non-Foreign Status]

IN WITNESS WHEREOF, the undersigned has executed this Certification of Non-Foreign Status as of the date set forth below.

NOVAMART GLOBAL INC.

By: ________

Name: Julian Reeves

Title: Chief Executive Officer

Date: ________

[This form is to be executed and delivered at the Closing of the transactions contemplated by the Stock Purchase Agreement dated May 20, 2025. The information in brackets is to be completed at the time of execution. The targeted Closing date is October 15, 2025.]

The original executed Certificate shall be delivered to:

Cascade Retail Holdings Inc.

Attention: General Counsel

With a copy to:

Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022

Attention: Harrison Wexford

Field	Information
Legal Name of Company:	NovaMart Global Inc.
Entity Type and Jurisdiction of Formation:	Corporation organized under the laws of the State of Delaware
U.S. Employer Identification Number (EIN):	84-3291547
Principal Business Address:	1100 Congress Avenue, Suite 800, Austin, TX 78701

CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE
Form Certificate to Be Delivered at the Closing of the Stock Purchase Agreement Dated May 20, 2025
THIS IS A FORM DOCUMENT — TO BE COMPLETED AND EXECUTED AT CLOSING
This Certification of Non-Foreign Status (this "Certificate") is delivered pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.1445-2(b)(2), in connection with the Stock Purchase Agreement, dated as of May 20, 2025 (the "Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation (the "Buyer"), NovaMart Global Inc., a Delaware corporation (the "Company"), and the Selling Stockholders named therein (each, a "Selling Stockholder" and, collectively, the "Selling Stockholders").
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 not required upon the transfer of interests in the Company pursuant to the Agreement, the undersigned hereby certifies the following on behalf of the Company:
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 organized, validly existing, and in good standing under the laws of the State of Delaware and is a United States person within the meaning of Section 7701(a)(30) of the Code.
1.2 The Company is not a "disregarded entity" as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). The Company is treated as a corporation for all purposes of the Code and is not an entity that is disregarded as an entity separate from its owner under Treasury Regulations Section 301.7701-3.
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 Internal Revenue Service by the Buyer, and that any false statement contained herein could be punished by fine, imprisonment, or both, pursuant to the applicable provisions of the Code and Title 18 of the United States Code.
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 entitled to rely on this Certificate in determining that withholding under Section 1445 of the Code is not required in connection with the consummation of the transactions contemplated by the Agreement. The undersigned understands that this Certificate may be relied upon by the Buyer pursuant to Treasury Regulations Section 1.1445-2(b)(2), and that such reliance shall relieve the Buyer of any obligation to withhold tax under Section 1445 of the Code with respect to the transactions contemplated by the Agreement, provided the Buyer does not have actual knowledge, or receive notice from the Company's transferor's agent or the Buyer's agent, that this Certificate is false.
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 of the Agreement.
[Signature Page Follows]
[Signature Page to Certification of Non-Foreign Status]
IN WITNESS WHEREOF, the undersigned has executed this Certification of Non-Foreign Status as of the date set forth below.
NOVAMART GLOBAL INC.
By: ________
Name: Julian Reeves
Title: Chief Executive Officer
Date: ________
[This form is to be executed and delivered at the Closing of the transactions contemplated by the Stock Purchase Agreement dated May 20, 2025. The information in brackets is to be completed at the time of execution. The targeted Closing date is October 15, 2025.]
The original executed Certificate shall be delivered to:
Cascade Retail Holdings Inc.
Attention: General Counsel
With a copy to:
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
Attention: Harrison Wexford
Field | Information
Legal Name of Company: | NovaMart Global Inc.
Entity Type and Jurisdiction of Formation: | Corporation organized under the laws of the State of Delaware
U.S. Employer Identification Number (EIN): | 84-3291547
Principal Business Address: | 1100 Congress Avenue, Suite 800, Austin, TX 78701

CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE

NOVAMART GLOBAL INC.

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