1038-00009 · Client 1038 · Closing

good-standing-certificates-request-memo.docx DOCUMENT M&A / Corporate

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MEMORANDUM

ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT DO NOT DISTRIBUTE WITHOUT PRIOR AUTHORIZATION

FROM: Derek Okonkwo, Associate, Calderwood & Harkness LLP

TO: Tiffany Rosenthal, Paralegal, Calderwood & Harkness LLP

CC: Harrison Wexford, Partner, Calderwood & Harkness LLP; Elena Vasquez-Bright, General Counsel, Cascade Retail Holdings Inc.

DATE: September 29, 2025

RE: Request for Good Standing Certificates — NovaMart Global Inc. and Subsidiaries

MATTER: Cascade Retail Holdings Inc. — Acquisition of NovaMart Global Inc. (Matter No. 1010-00001)

CLASSIFICATION: Attorney-Client Privileged / Attorney Work Product

1. Purpose and Background

This memorandum is intended to serve as a formal request and comprehensive guide for the procurement of certificates of good standing (or, as applicable depending on the jurisdiction, certificates of existence or certificates of status) for NovaMart Global Inc. ("NovaMart" or the "Company" or "NMG") and each of its subsidiaries from every jurisdiction in which they are incorporated, formed, or otherwise qualified to do business as a foreign entity. The certificates described herein are essential closing deliverables in connection with the pending acquisition of NovaMart by our client, Cascade Retail Holdings Inc. ("Cascade" or "CRH").

As you are aware, the acquisition is being consummated pursuant to the terms of that certain Stock Purchase Agreement, dated as of May 20, 2025 (the "SPA"), by and among Cascade Retail Holdings Inc., as Buyer, NovaMart Global Inc., as the Company, and the several Selling Stockholders of NovaMart identified therein. A copy of the fully executed SPA is available on the deal team's shared document repository under the "Definitive Agreements" folder.

The requirement for delivery of good standing certificates is set forth in Article VII of the SPA, which establishes the conditions precedent to each party's obligation to consummate the transactions contemplated thereby. Specifically, Section 7.2(d) of the SPA provides that it shall be a condition to Buyer's obligation to close that the Company shall have delivered to Buyer certificates of good standing (or the equivalent) for the Company and each of its subsidiaries, issued by the Secretary of State (or analogous filing authority) of the applicable jurisdiction of incorporation or formation, and of each jurisdiction in which such entity is qualified to do business as a foreign entity, in each case dated not more than five (5) business days prior to the Closing Date. This condition is not waivable by Buyer without the prior written consent of Cascade's board of directors, as reflected in the board resolutions authorizing the transaction.

The targeted Closing Date for the transaction is October 15, 2025. The SPA provides for an Outside Date of December 31, 2025, after which either party may terminate the SPA if the closing has not occurred (subject to certain exceptions for the party whose breach caused the failure to close). It is the strong preference of both Cascade and the Selling Stockholders to close on or about the targeted Closing Date, and accordingly, all transaction deliverables — including the good standing certificates that are the subject of this memorandum — should be procured on a timeline that supports an October 15, 2025 closing.

Given the five-business-day dating requirement imposed by the SPA, certificates should ideally be dated no earlier than October 8, 2025 (which is five business days prior to October 15, 2025, assuming no intervening holidays). However, because processing times vary significantly by jurisdiction — ranging from same-day service in Delaware to as many as five to ten business days in California — orders must be placed sufficiently in advance to ensure that all certificates are received in hand prior to closing while still falling within the contractual dating window. This memorandum provides jurisdiction-by-jurisdiction guidance on ordering timelines, processing expectations, and responsible parties.

Please treat this memorandum as your primary reference document for coordinating the certificate ordering process. If any questions arise or if circumstances change (including any shift in the anticipated Closing Date), please contact me immediately so that we can adjust the ordering timeline accordingly.

2. NovaMart Global Inc. — Entity Details

For your reference and to facilitate accurate ordering, set forth below are the key entity details for NovaMart Global Inc. as reflected in the corporate records reviewed during due diligence and confirmed in the SPA Disclosure Schedules:

Full Legal Name: NovaMart Global Inc.

Entity Type: Corporation (organized under the General Corporation Law of the State of Delaware)

Jurisdiction of Incorporation: Delaware

Date of Incorporation: March 14, 2011

Employer Identification Number (EIN): 84-3291547

Headquarters Address: 1100 Congress Avenue, Suite 800, Austin, Texas 78701

Registered Agent (Delaware): Pinnacle Corporate Services Inc., 850 New Burton Road, Suite 201, Dover, Delaware 19904

Delaware File Number: 5073829

NovaMart is a Delaware corporation that maintains its principal executive offices and headquarters in Austin, Texas. In addition to its state of incorporation (Delaware), NovaMart is qualified to do business as a foreign corporation in multiple states, corresponding to its headquarters location in Texas and the states in which it operates its network of fourteen (14) fulfillment centers through its proprietary NovaShip logistics platform. As described in greater detail in Section 3 below, this results in a total of eleven (11) jurisdictions from which good standing certificates (or their equivalents) must be obtained for NovaMart at the parent entity level.

It is important that all certificate orders reference the exact legal name of the entity — "NovaMart Global Inc." — including the period after "Inc." as reflected in the Delaware Certificate of Incorporation. Any discrepancy in entity name could result in a certificate that does not match the closing documents or that is rejected by Cornerstone National Bank, N.A. (the administrative agent under the acquisition financing) as a condition to funding. Please verify the entity name as filed in each jurisdiction before placing orders, as certain states may have minor variations in their records.

3. Jurisdictions Requiring Good Standing Certificates

3.1 State of Incorporation

NovaMart's state of incorporation is Delaware. A certificate of good standing from the Delaware Secretary of State, Division of Corporations, is the foundational certificate required for the Company and is specifically referenced in Section 7.2(d) of the SPA.

Processing Notes: Delaware offers highly efficient processing for certificates of good standing. Certificates may be obtained on an expedited basis, including same-day service and twenty-four-hour service, through the Delaware Division of Corporations' online portal (ICIS system) at https://icis.corp.delaware.gov. Alternatively, certificates may be ordered through NovaMart's Delaware registered agent, Pinnacle Corporate Services Inc., which routinely handles such requests and can arrange for expedited processing. Given the short turnaround time available in Delaware, this certificate can be ordered very close to the Closing Date — as late as October 13 or 14, 2025 — though it is prudent to order no later than October 8, 2025, to allow a buffer for any unforeseen delays. Please confirm with Pinnacle Corporate Services whether they will handle this order directly at NovaMart's request or whether Calderwood & Harkness should place the order. This is addressed further in Action Item 2 below.

3.2 State of Headquarters

NovaMart maintains its principal executive offices and headquarters in Austin, Texas, and is qualified to do business in Texas as a foreign corporation. The Texas Secretary of State issues what Texas law refers to as a "Certificate of Existence" rather than a "Certificate of Good Standing." For purposes of the SPA closing condition, a Certificate of Existence from the Texas Secretary of State is the functional equivalent of a certificate of good standing and satisfies the contractual deliverable requirement.

Processing Notes: The Texas Secretary of State generally processes certificate requests within two to three business days. Certificates may be ordered online through the SOSDirect portal maintained by the Texas Secretary of State's office. Texas does not separately distinguish between "standard" and "expedited" processing in the same manner as some other states, but the office is generally responsive and processing times are manageable within our ordering window. Please note that Texas is counted once in our jurisdiction total even though it serves as both the headquarters state and a state in which NovaMart may have fulfillment-related operational activity.

3.3 States of Fulfillment Center Operations (Foreign Qualifications)

Based on the findings set forth in the Real Property Due Diligence Memorandum prepared by this firm (dated July 18, 2025) and confirmed through review of the SPA Disclosure Schedules, NovaMart operates a total of fourteen (14) fulfillment centers across nine (9) states as part of its NovaShip logistics network. NovaMart is qualified to do business as a foreign corporation in each of these states. Good standing certificates (or their jurisdictional equivalents) are required from each such state and are identified in the table below:

Total jurisdictions for NovaMart Global Inc.: 11 — comprised of one (1) state of incorporation (Delaware), one (1) headquarters state (Texas), and nine (9) fulfillment center operation states (California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington). As noted above, Texas is counted only once even though it serves dual roles as both the headquarters state and a potential state of fulfillment-related operational activity.

Note Regarding Overlap with Sales Tax Nexus Analysis: Several of the states identified above — specifically California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington — overlap with the sales tax nexus states identified in the Tax Due Diligence Memorandum prepared by Sylvia Hartwell of Calderwood & Harkness's tax department (dated August 5, 2025). This overlap is expected and unremarkable, given that the physical presence of fulfillment center operations in these states creates both foreign qualification requirements and sales tax collection obligations. The good standing certificates to be obtained should also help confirm that NovaMart is in compliance with its annual reporting and franchise tax obligations in each jurisdiction, which is relevant to the tax due diligence analysis.

3.4 NovaMart Subsidiaries

In addition to the certificates required for NovaMart at the parent entity level, the SPA closing condition in Section 7.2(d) requires delivery of good standing certificates for each of NovaMart's subsidiaries from their respective jurisdictions of incorporation or formation and every jurisdiction in which they are qualified to do business as a foreign entity.

Based on the Corporate Due Diligence Memorandum prepared by this firm (dated June 25, 2025) and the information disclosed in Schedule 3.5 to the SPA (which sets forth NovaMart's organizational chart and subsidiary list), NovaMart has several subsidiaries, including entities related to its NovaShip logistics operations and potentially other operational or holding company subsidiaries. However, the precise and complete list of all subsidiaries — including their exact legal names, entity types, jurisdictions of formation, foreign qualification jurisdictions, and registered agents — must be confirmed with NovaMart's internal legal team and outside counsel before orders can be placed.

Accordingly, Tiffany, please contact the following individuals to obtain and verify the complete subsidiary list at your earliest convenience:

(a) Amanda Trevino, General Counsel of NovaMart Global Inc. — Ms. Trevino maintains NovaMart's corporate records and should be able to provide the current subsidiary organizational chart and qualification details for each entity.

(b) Simone Adesanya, Calloway, Brandt & Loewe LLP — Ms. Adesanya serves as the lead associate on the NovaMart / Seller side of the transaction and has been coordinating corporate due diligence responses. She should be able to confirm the subsidiary information and advise whether Calloway, Brandt & Loewe intends to order any certificates directly on behalf of the Sellers (to avoid duplication of effort and expense).

Once the complete subsidiary list is confirmed, it should be set forth in Exhibit A to this memorandum, which is currently a placeholder. The updated Exhibit A should include, for each subsidiary: (i) the subsidiary's full legal name; (ii) entity type (corporation, limited liability company, limited partnership, etc.); (iii) jurisdiction of formation; (iv) all foreign qualification jurisdictions; (v) the registered agent in each jurisdiction; and (vi) the certificate type required in each jurisdiction. I anticipate that the subsidiary list will add a meaningful number of additional certificates to our overall request, and the ordering timeline should account for this.

Please prioritize obtaining this information so that we can finalize the certificate request list and begin placing orders within the timeframes outlined in Section 4 below.

4. Ordering Instructions and Process

4.1 Responsible Party for Ordering

The primary responsibility for coordinating the ordering of all good standing certificates described in this memorandum is assigned to Tiffany Rosenthal of Calderwood & Harkness LLP. Tiffany will serve as the central point of contact for all certificate orders and will be responsible for tracking the status of each order through receipt and delivery.

The following guidelines should be observed in coordinating the ordering process:

(a) Coordination with NovaMart's Counsel. NovaMart's outside counsel, Calloway, Brandt & Loewe LLP, may elect to order certain certificates directly on behalf of the Company or the Selling Stockholders, particularly for the NovaMart subsidiaries. Before placing any orders, Tiffany should confer with Simone Adesanya at Calloway, Brandt & Loewe to determine which certificates, if any, Seller's counsel intends to order, and to establish a clear division of responsibility. It is critical to avoid duplication of orders, which would result in unnecessary expense and potential confusion if multiple certificates for the same entity are received with different dates.

(b) Delaware Certificates. For the Delaware certificate of good standing for NovaMart Global Inc. (and any Delaware-formed subsidiaries), certificates may be ordered either (i) through Pinnacle Corporate Services Inc., NovaMart's registered agent in Delaware, which routinely processes such requests and may be able to do so at a lower cost due to its existing relationship with the Division of Corporations; or (ii) directly through the Delaware Secretary of State's ICIS online portal. Tiffany should confirm with Pinnacle Corporate Services and with Simone Adesanya whether Pinnacle or Calloway, Brandt & Loewe will handle the Delaware order, or whether Calderwood & Harkness should do so.

(c) All Other Jurisdictions. For jurisdictions other than Delaware, certificates should be ordered through Calderwood & Harkness's standard corporate services vendor, Pemberton Health IT ("NCR"), which maintains accounts with the filing offices in all fifty states and can expedite orders on our behalf. Alternatively, if the applicable Secretary of State or filing office maintains a reliable online ordering system, Tiffany may place orders directly through such system. In either case, expedited processing should be selected in every jurisdiction where it is available.

(d) Record Keeping. Tiffany should maintain a running log (in Excel or comparable format) tracking: (i) the date each order is placed; (ii) the jurisdiction and entity name; (iii) the order confirmation number; (iv) the expected processing time; (v) the date the certificate is received; and (vi) the date appearing on the certificate. This log should be circulated to me and to Harrison Wexford on a daily basis during the ordering window, and should be updated on the master Closing Checklist.

4.2 Timing and Expediting

The timing of certificate orders is governed by two competing considerations: (i) the SPA requirement that certificates be dated no more than five (5) business days prior to the Closing Date, and (ii) the practical reality that processing times vary significantly by jurisdiction and that orders must be placed far enough in advance to ensure receipt before closing.

Key Dates and Deadlines:

• Targeted Closing Date: October 15, 2025 (Wednesday)

• Earliest Acceptable Certificate Date: October 8, 2025 (Wednesday) — i.e., five (5) business days prior to October 15, 2025, assuming no intervening federal holidays. Note: October 13, 2025, is Columbus Day / Indigenous Peoples' Day, which is a federal holiday and is observed by most state filing offices. This may affect processing times during the week of October 6. Tiffany should confirm holiday schedules for each filing office.

• Recommended Order Placement Window: Approximately October 3–6, 2025 for most jurisdictions, with California orders placed no later than October 3, 2025 given its longer processing times.

Jurisdiction-by-Jurisdiction Processing Time Estimates:

The following processing time estimates are based on Calderwood & Harkness's prior experience and publicly available information from each filing office. Actual processing times may vary, and Tiffany should confirm current estimates with each filing office or with NCR at the time orders are placed.

• Delaware: Same-day or twenty-four-hour expedited service is available. Standard processing is approximately one to two business days. Delaware is the most efficient jurisdiction for certificate processing, and orders can be placed as late as October 13 or 14, 2025, with confidence of same-day or next-day turnaround. However, for prudence, we recommend ordering no later than October 8, 2025.

• Texas: Approximately two to three business days. The Texas Secretary of State's SOSDirect portal allows online ordering and generally meets published processing time estimates.

• California: Standard processing through the California Secretary of State can take five to ten business days, and during peak periods, processing times may be even longer. Expedited processing is available for an additional fee and reduces the turnaround to approximately two to three business days. California is the longest-lead-time jurisdiction on our list, and orders must be placed no later than October 3, 2025, with expedited processing selected. Tiffany should confirm the current expedited processing turnaround time with the California Secretary of State's office before placing the order.

• New Jersey: Approximately three to five business days for expedited processing. New Jersey certificates are ordered through the Department of the Treasury, Division of Revenue and Enterprise Services, rather than a traditional Secretary of State's office. The online ordering system is functional but can occasionally experience delays.

• Georgia: Approximately two to three business days. Georgia's Corporations Division generally processes requests efficiently.

• Ohio: Approximately two to three business days. The Ohio Secretary of State's office offers online ordering with reliable turnaround times.

• Illinois: Approximately three to five business days. The Illinois Secretary of State, Department of Business Services, can be slower than some other jurisdictions; expedited processing is recommended.

• Pennsylvania: Approximately three to five business days. Certificates are ordered through the Pennsylvania Department of State, Corporation Bureau. Expedited service is available.

• Tennessee: Approximately two to three business days. The Tennessee Secretary of State's office is generally responsive and efficient.

• Florida: Approximately two to five business days. The Florida Department of State, Division of Corporations, offers an online ordering system (Sunbiz.org) that is widely used and generally reliable.

• Washington: Approximately two to three business days. The Washington Secretary of State, Corporations and Charities Division, maintains an efficient online ordering system.

Columbus Day / Indigenous Peoples' Day Considerations: As noted above, October 13, 2025, is Columbus Day / Indigenous Peoples' Day. While not all state filing offices close for this holiday, many do, and processing times during the week of October 6–10 may be affected. Tiffany should confirm with each filing office whether it will be closed on October 13 and should factor any closures into the ordering timeline.

Contingency Planning for Closing Date Shifts: If the targeted Closing Date of October 15, 2025, is delayed for any reason — whether due to regulatory approvals, financing conditions, or otherwise — certificates that have already been obtained may fall outside the five-business-day dating window by the time of the actual closing. In that event, new certificates will need to be ordered. Tiffany should not place orders prematurely, and should confirm with me and Harrison Wexford that the closing timeline remains on track before initiating the ordering process. If the Closing Date shifts significantly, we will issue an updated memorandum with revised ordering dates. The Outside Date under the SPA remains December 31, 2025, providing ample runway for re-ordering if necessary.

4.3 Cost Estimates

Filing fees and expediting fees for good standing certificates vary by jurisdiction. Based on our prior experience, fees typically fall within the following ranges:

• Standard certificate filing fees: Approximately $10 to $50 per certificate, depending on the jurisdiction.

• Expedited processing fees: Approximately $25 to $100 (or more in certain states, such as California and Delaware for same-day service) per certificate.

• Registered agent handling fees: If certificates are ordered through Pinnacle Corporate Services or another registered agent, an additional handling fee of approximately $25 to $75 per certificate may apply.

For NovaMart at the parent entity level, the estimated total cost across eleven (11) jurisdictions — inclusive of filing fees, expediting fees, and any agent handling charges — is anticipated to range from approximately $500 to $1,500. The cost for subsidiary certificates will depend on the number of subsidiaries and the number of jurisdictions in which each is qualified, but is expected to be proportionally modest.

All certificate ordering costs will be charged to the Cascade Retail Holdings Inc. matter (Matter No. 1010-00001) as disbursements. These costs fall within the miscellaneous transaction costs category and are part of the $760,000 miscellaneous line item reflected in the estimated transaction cost budget presented to Cascade's board of directors in connection with the approval of the acquisition. No separate client approval is required for these disbursements, though the costs will be itemized on Calderwood & Harkness's monthly invoice for the matter.

5. Delivery and Distribution

Upon receipt, all good standing certificates — whether received in hard copy, electronic copy, or both — should be promptly delivered to Derek Okonkwo at Calderwood & Harkness LLP for inclusion in the closing deliverables binder. Each certificate should be reviewed upon receipt to confirm that: (i) it bears the correct legal name of the entity; (ii) it is issued by the correct filing authority; (iii) the date on the certificate falls within the five-business-day window preceding the Closing Date; and (iv) the certificate confirms that the entity is in good standing (or the jurisdictional equivalent, such as "active," "in existence," or "authorized to transact business").

If any certificate reflects an adverse status — for example, if an entity is shown as "not in good standing," "dissolved," "suspended," "revoked," or otherwise in non-compliance — Tiffany should immediately notify Derek Okonkwo and Harrison Wexford, as this would represent a potential impediment to closing and may indicate an undisclosed issue requiring remediation by NovaMart prior to the Closing Date.

Upon confirmation that all certificates are in order, copies should be distributed to the following individuals and entities:

(a) Elena Vasquez-Bright, General Counsel, Cascade Retail Holdings Inc. — as the client's principal legal contact for the transaction and for Cascade's internal closing files.

(b) Ted Langford, Senior Vice President, Corporate Development, Cascade Retail Holdings Inc. — as the business lead for the acquisition on the Cascade side.

(c) Harrison Wexford, Partner, Calderwood & Harkness LLP — as the responsible partner overseeing the transaction for Buyer's counsel.

(d) Cornerstone National Bank, N.A. (Attention: Robert Frankel, Senior Vice President, Corporate Lending) — as the administrative agent under the Term Loan B credit facility being provided to finance a portion of the acquisition consideration. The Term Loan B credit agreement includes conditions precedent to initial funding that require delivery of good standing certificates for the Company and its subsidiaries. Original certificates (or certified copies) may be required; this is the subject of Action Item 5 below.

(e) Calloway, Brandt & Loewe LLP (Attention: Richard Calloway and Simone Adesanya) — as outside counsel to NovaMart and the Selling Stockholders, for inclusion in Seller's closing file.

All certificates will be cross-referenced on the master Closing Checklist maintained by Calderwood & Harkness, which tracks all closing deliverables, responsible parties, and completion status. Tiffany should update the Closing Checklist as certificates are ordered, received, and distributed.

6. Summary Table — Master Certificate Request List

The following consolidated table sets forth the complete list of good standing certificates to be obtained for NovaMart Global Inc. at the parent entity level, together with the applicable filing offices, certificate types, estimated processing times, target order dates, and current status. This table will be updated as orders are placed and certificates are received, and will be supplemented with subsidiary certificate information once Exhibit A is finalized.

Total Certificates Required for NovaMart Parent Entity: 11

Total Certificates Required for Subsidiaries: To be determined upon completion of Exhibit A.

7. Open Action Items

The following action items must be completed in order to finalize the certificate ordering process and ensure timely delivery of all good standing certificates prior to the Closing Date. Responsible parties and target completion dates are indicated for each item.

Action Item 1: Confirm Complete Subsidiary List

Responsible Party: Tiffany Rosenthal

Description: Contact Simone Adesanya at Calloway, Brandt & Loewe LLP and Amanda Trevino, General Counsel of NovaMart Global Inc., to obtain and verify the complete list of all NovaMart subsidiaries, including each subsidiary's full legal name, entity type, jurisdiction of formation, all foreign qualification jurisdictions, and registered agent information in each jurisdiction. Upon receipt and verification, prepare and circulate an updated Exhibit A to this memorandum reflecting the complete subsidiary list and the corresponding certificate requirements.

Target Completion Date: October 1, 2025 (to allow sufficient lead time for ordering subsidiary certificates within the required window).

Action Item 2: Confirm Delaware Registered Agent Availability

Responsible Party: Tiffany Rosenthal

Description: Contact Pinnacle Corporate Services Inc. (NovaMart's Delaware registered agent) to confirm their availability and willingness to order the Delaware certificate of good standing for NovaMart Global Inc. (and any Delaware-formed subsidiaries) on an expedited basis. Confirm applicable fees, turnaround time, and whether Pinnacle will invoice NovaMart directly or whether Calderwood & Harkness should arrange for payment. If Pinnacle is unable or unwilling to handle the order, Calderwood & Harkness will order the certificate directly through the Delaware Division of Corporations' ICIS portal or through NCR.

Target Completion Date: October 1, 2025.

Action Item 3: Update Master Closing Checklist

Responsible Party: Derek Okonkwo

Description: Update the master Closing Checklist to reflect the certificate ordering timeline, responsible parties, and status for each certificate identified in this memorandum (and as supplemented by Exhibit A once finalized). Ensure that the Closing Checklist accurately cross-references the SPA closing condition (Section 7.2(d)) and identifies the certificate requirements as a Buyer closing condition deliverable.

Target Completion Date: October 2, 2025.

Action Item 4: Monitor Closing Date and Adjust Ordering Timeline

Responsible Party: Derek Okonkwo / Harrison Wexford

Description: Continuously monitor any developments that may cause a change in the targeted Closing Date of October 15, 2025. Such developments could include delays in obtaining regulatory approvals, failure to satisfy other conditions precedent, issues arising during the final stages of financing negotiations with Cornerstone National Bank, or requests by either party for an extension. If the Closing Date shifts beyond October 15, 2025, promptly re-evaluate the certificate ordering timeline to ensure that all certificates will be dated within the five-business-day window preceding the revised Closing Date. If certificates have already been ordered or received and would fall outside the dating window under a revised schedule, new certificates will need to be ordered. The Outside Date under the SPA remains December 31, 2025, which provides sufficient time to re-order certificates if necessary.

Target Completion Date: Ongoing through closing.

Action Item 5: Confirm Original vs. Copy Requirements for Lenders

Responsible Party: Derek Okonkwo

Description: Review the conditions precedent to initial funding under the Term Loan B credit agreement with Cornerstone National Bank, N.A. (and any related intercreditor or co-lending arrangements with Caluvori Capital Partners, Inc.) to confirm whether original good standing certificates are required, or whether copies (including electronic copies or photocopies) are acceptable. If originals are required, we will need to ensure that sufficient originals are ordered from each jurisdiction (some jurisdictions issue only one original per order, while others can provide multiple certified copies). Coordinate with Robert Frankel at Cornerstone National Bank and with Cascade's financing counsel to resolve this question.

Target Completion Date: October 3, 2025.

Please do not hesitate to reach out to me with any questions regarding the instructions set forth in this memorandum. Given the proximity of the anticipated Closing Date, prompt action on the open items identified above is essential. I will circulate an updated version of this memorandum once Exhibit A is finalized and the subsidiary certificate requirements are confirmed.

Thank you for your attention to this matter.

Derek Okonkwo Associate Calderwood & Harkness LLP Direct: (212) 555-4817 dokonkwo@calderwoodharkness.com

EXHIBIT A

NovaMart Subsidiary List and Foreign Qualifications

[PLACEHOLDER — TO BE COMPLETED UPON CONFIRMATION FROM NOVAMART / CALLOWAY, BRANDT & LOEWE LLP]

Upon receipt of the complete subsidiary information from Amanda Trevino (NovaMart General Counsel) and Simone Adesanya (Calloway, Brandt & Loewe LLP), this Exhibit A will be updated to include a comprehensive table containing the following information for each NovaMart subsidiary:

This Exhibit will be circulated as a supplement to this memorandum as soon as the information is confirmed and verified. All parties on the distribution list for this memorandum will receive the updated Exhibit A.

This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It is intended solely for the use of the individuals and entities identified in the distribution list above. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this memorandum in error, please notify the sender immediately and destroy all copies.

#	Jurisdiction	Filing Office	Certificate Type	Entity
1	Delaware	Secretary of State, Division of Corporations, Dover, DE	Certificate of Good Standing	NovaMart Global Inc.
#	Jurisdiction	Filing Office	Certificate Type	Entity
2	Texas	Secretary of State, Austin, TX	Certificate of Existence	NovaMart Global Inc. (foreign qualification)
#	Jurisdiction	Number of Fulfillment Centers	Filing Office	Certificate Type	Entity
3	California	3	Secretary of State, Sacramento, CA	Certificate of Status	NovaMart Global Inc.
4	New Jersey	2	Department of the Treasury, Division of Revenue and Enterprise Services, Trenton, NJ	Certificate of Good Standing	NovaMart Global Inc.
5	Georgia	2	Secretary of State, Corporations Division, Atlanta, GA	Certificate of Existence	NovaMart Global Inc.
6	Ohio	1	Secretary of State, Columbus, OH	Certificate of Good Standing	NovaMart Global Inc.
7	Illinois	1	Secretary of State, Department of Business Services, Springfield, IL	Certificate of Good Standing	NovaMart Global Inc.
8	Pennsylvania	1	Department of State, Corporation Bureau, Harrisburg, PA	Certificate of Good Standing	NovaMart Global Inc.
9	Tennessee	1	Secretary of State, Division of Business and Charitable Organizations, Nashville, TN	Certificate of Existence	NovaMart Global Inc.
10	Florida	2	Department of State, Division of Corporations, Tallahassee, FL	Certificate of Good Standing / Certificate of Status	NovaMart Global Inc.
11	Washington	1	Secretary of State, Corporations and Charities Division, Olympia, WA	Certificate of Existence	NovaMart Global Inc.
#	Entity	Jurisdiction	Filing Office	Certificate Type	Est. Processing Time	Order Date Target	Status
1	NovaMart Global Inc.	Delaware (incorporation)	DE Secretary of State, Division of Corporations	Certificate of Good Standing	Same-day / 24-hour	~Oct 8, 2025	Pending
2	NovaMart Global Inc.	Texas (HQ / foreign qual.)	TX Secretary of State	Certificate of Existence	2–3 business days	~Oct 6, 2025	Pending
3	NovaMart Global Inc.	California (foreign qual.)	CA Secretary of State	Certificate of Status	5–10 bus. days (expedite avail.)	~Oct 3, 2025	Pending
4	NovaMart Global Inc.	New Jersey (foreign qual.)	NJ Dept. of Treasury, Div. of Revenue	Certificate of Good Standing	3–5 business days	~Oct 6, 2025	Pending
5	NovaMart Global Inc.	Georgia (foreign qual.)	GA Secretary of State, Corporations Div.	Certificate of Existence	2–3 business days	~Oct 6, 2025	Pending
6	NovaMart Global Inc.	Ohio (foreign qual.)	OH Secretary of State	Certificate of Good Standing	2–3 business days	~Oct 6, 2025	Pending
7	NovaMart Global Inc.	Illinois (foreign qual.)	IL Secretary of State, Dept. of Bus. Svcs.	Certificate of Good Standing	3–5 business days	~Oct 6, 2025	Pending
8	NovaMart Global Inc.	Pennsylvania (foreign qual.)	PA Dept. of State, Corporation Bureau	Certificate of Good Standing	3–5 business days	~Oct 6, 2025	Pending
9	NovaMart Global Inc.	Tennessee (foreign qual.)	TN Secretary of State, Div. of Bus. & Char. Orgs.	Certificate of Existence	2–3 business days	~Oct 6, 2025	Pending
10	NovaMart Global Inc.	Florida (foreign qual.)	FL Dept. of State, Div. of Corporations	Certificate of Good Standing / Certificate of Status	2–5 business days	~Oct 6, 2025	Pending

11	NovaMart Global Inc.	Washington (foreign qual.)	WA Secretary of State, Corps. & Charities Div.	Certificate of Existence	2–3 business days	~Oct 6, 2025	Pending
12+	NovaMart Subsidiaries — to be confirmed and appended as Exhibit A	TBD	TBD	TBD	TBD	TBD	Pending confirmation of subsidiary list
Column	Description
Subsidiary Legal Name	The full legal name of the subsidiary entity as reflected in its organizational documents.
Entity Type	The form of entity (e.g., corporation, limited liability company, limited partnership).
Jurisdiction of Formation	The state or jurisdiction in which the subsidiary was incorporated or formed.
Foreign Qualification Jurisdictions	Each state or jurisdiction in which the subsidiary is qualified to do business as a foreign entity.
Registered Agent (by Jurisdiction)	The name and address of the registered agent for the subsidiary in each applicable jurisdiction.
Certificate Type Required	The type of certificate to be ordered in each jurisdiction (e.g., Certificate of Good Standing, Certificate of Existence, Certificate of Status).
Filing Office	The name and location of the filing office in each jurisdiction.
Estimated Processing Time	The estimated processing time for each jurisdiction, including any expedited options.
Order Date Target	The target date for placing the certificate order, based on processing time and the Closing Date.
Status	Current status of the order (e.g., Pending, Ordered, Received).

MEMORANDUM
ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT DO NOT DISTRIBUTE WITHOUT PRIOR AUTHORIZATION
FROM: Derek Okonkwo, Associate, Calderwood & Harkness LLP
TO: Tiffany Rosenthal, Paralegal, Calderwood & Harkness LLP
CC: Harrison Wexford, Partner, Calderwood & Harkness LLP; Elena Vasquez-Bright, General Counsel, Cascade Retail Holdings Inc.
DATE: September 29, 2025
RE: Request for Good Standing Certificates — NovaMart Global Inc. and Subsidiaries
MATTER: Cascade Retail Holdings Inc. — Acquisition of NovaMart Global Inc. (Matter No. 1010-00001)
CLASSIFICATION: Attorney-Client Privileged / Attorney Work Product
1. Purpose and Background
This memorandum is intended to serve as a formal request and comprehensive guide for the procurement of certificates of good standing (or, as applicable depending on the jurisdiction, certificates of existence or certificates of status) for NovaMart Global Inc. ("NovaMart" or the "Company" or "NMG") and each of its subsidiaries from every jurisdiction in which they are incorporated, formed, or otherwise qualified to do business as a foreign entity. The certificates described herein are essential closing deliverables in connection with the pending acquisition of NovaMart by our client, Cascade Retail Holdings Inc. ("Cascade" or "CRH").
As you are aware, the acquisition is being consummated pursuant to the terms of that certain Stock Purchase Agreement, dated as of May 20, 2025 (the "SPA"), by and among Cascade Retail Holdings Inc., as Buyer, NovaMart Global Inc., as the Company, and the several Selling Stockholders of NovaMart identified therein. A copy of the fully executed SPA is available on the deal team's shared document repository under the "Definitive Agreements" folder.
The requirement for delivery of good standing certificates is set forth in Article VII of the SPA, which establishes the conditions precedent to each party's obligation to consummate the transactions contemplated thereby. Specifically, Section 7.2(d) of the SPA provides that it shall be a condition to Buyer's obligation to close that the Company shall have delivered to Buyer certificates of good standing (or the equivalent) for the Company and each of its subsidiaries, issued by the Secretary of State (or analogous filing authority) of the applicable jurisdiction of incorporation or formation, and of each jurisdiction in which such entity is qualified to do business as a foreign entity, in each case dated not more than five (5) business days prior to the Closing Date. This condition is not waivable by Buyer without the prior written consent of Cascade's board of directors, as reflected in the board resolutions authorizing the transaction.
The targeted Closing Date for the transaction is October 15, 2025. The SPA provides for an Outside Date of December 31, 2025, after which either party may terminate the SPA if the closing has not occurred (subject to certain exceptions for the party whose breach caused the failure to close). It is the strong preference of both Cascade and the Selling Stockholders to close on or about the targeted Closing Date, and accordingly, all transaction deliverables — including the good standing certificates that are the subject of this memorandum — should be procured on a timeline that supports an October 15, 2025 closing.
Given the five-business-day dating requirement imposed by the SPA, certificates should ideally be dated no earlier than October 8, 2025 (which is five business days prior to October 15, 2025, assuming no intervening holidays). However, because processing times vary significantly by jurisdiction — ranging from same-day service in Delaware to as many as five to ten business days in California — orders must be placed sufficiently in advance to ensure that all certificates are received in hand prior to closing while still falling within the contractual dating window. This memorandum provides jurisdiction-by-jurisdiction guidance on ordering timelines, processing expectations, and responsible parties.
Please treat this memorandum as your primary reference document for coordinating the certificate ordering process. If any questions arise or if circumstances change (including any shift in the anticipated Closing Date), please contact me immediately so that we can adjust the ordering timeline accordingly.
2. NovaMart Global Inc. — Entity Details
For your reference and to facilitate accurate ordering, set forth below are the key entity details for NovaMart Global Inc. as reflected in the corporate records reviewed during due diligence and confirmed in the SPA Disclosure Schedules:
Full Legal Name: NovaMart Global Inc.
Entity Type: Corporation (organized under the General Corporation Law of the State of Delaware)
Jurisdiction of Incorporation: Delaware
Date of Incorporation: March 14, 2011
Employer Identification Number (EIN): 84-3291547
Headquarters Address: 1100 Congress Avenue, Suite 800, Austin, Texas 78701
Registered Agent (Delaware): Pinnacle Corporate Services Inc., 850 New Burton Road, Suite 201, Dover, Delaware 19904
Delaware File Number: 5073829
NovaMart is a Delaware corporation that maintains its principal executive offices and headquarters in Austin, Texas. In addition to its state of incorporation (Delaware), NovaMart is qualified to do business as a foreign corporation in multiple states, corresponding to its headquarters location in Texas and the states in which it operates its network of fourteen (14) fulfillment centers through its proprietary NovaShip logistics platform. As described in greater detail in Section 3 below, this results in a total of eleven (11) jurisdictions from which good standing certificates (or their equivalents) must be obtained for NovaMart at the parent entity level.
It is important that all certificate orders reference the exact legal name of the entity — "NovaMart Global Inc." — including the period after "Inc." as reflected in the Delaware Certificate of Incorporation. Any discrepancy in entity name could result in a certificate that does not match the closing documents or that is rejected by Cornerstone National Bank, N.A. (the administrative agent under the acquisition financing) as a condition to funding. Please verify the entity name as filed in each jurisdiction before placing orders, as certain states may have minor variations in their records.
3. Jurisdictions Requiring Good Standing Certificates
3.1 State of Incorporation
NovaMart's state of incorporation is Delaware. A certificate of good standing from the Delaware Secretary of State, Division of Corporations, is the foundational certificate required for the Company and is specifically referenced in Section 7.2(d) of the SPA.
Processing Notes: Delaware offers highly efficient processing for certificates of good standing. Certificates may be obtained on an expedited basis, including same-day service and twenty-four-hour service, through the Delaware Division of Corporations' online portal (ICIS system) at https://icis.corp.delaware.gov. Alternatively, certificates may be ordered through NovaMart's Delaware registered agent, Pinnacle Corporate Services Inc., which routinely handles such requests and can arrange for expedited processing. Given the short turnaround time available in Delaware, this certificate can be ordered very close to the Closing Date — as late as October 13 or 14, 2025 — though it is prudent to order no later than October 8, 2025, to allow a buffer for any unforeseen delays. Please confirm with Pinnacle Corporate Services whether they will handle this order directly at NovaMart's request or whether Calderwood & Harkness should place the order. This is addressed further in Action Item 2 below.
3.2 State of Headquarters
NovaMart maintains its principal executive offices and headquarters in Austin, Texas, and is qualified to do business in Texas as a foreign corporation. The Texas Secretary of State issues what Texas law refers to as a "Certificate of Existence" rather than a "Certificate of Good Standing." For purposes of the SPA closing condition, a Certificate of Existence from the Texas Secretary of State is the functional equivalent of a certificate of good standing and satisfies the contractual deliverable requirement.
Processing Notes: The Texas Secretary of State generally processes certificate requests within two to three business days. Certificates may be ordered online through the SOSDirect portal maintained by the Texas Secretary of State's office. Texas does not separately distinguish between "standard" and "expedited" processing in the same manner as some other states, but the office is generally responsive and processing times are manageable within our ordering window. Please note that Texas is counted once in our jurisdiction total even though it serves as both the headquarters state and a state in which NovaMart may have fulfillment-related operational activity.
3.3 States of Fulfillment Center Operations (Foreign Qualifications)
Based on the findings set forth in the Real Property Due Diligence Memorandum prepared by this firm (dated July 18, 2025) and confirmed through review of the SPA Disclosure Schedules, NovaMart operates a total of fourteen (14) fulfillment centers across nine (9) states as part of its NovaShip logistics network. NovaMart is qualified to do business as a foreign corporation in each of these states. Good standing certificates (or their jurisdictional equivalents) are required from each such state and are identified in the table below:
Total jurisdictions for NovaMart Global Inc.: 11 — comprised of one (1) state of incorporation (Delaware), one (1) headquarters state (Texas), and nine (9) fulfillment center operation states (California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington). As noted above, Texas is counted only once even though it serves dual roles as both the headquarters state and a potential state of fulfillment-related operational activity.
Note Regarding Overlap with Sales Tax Nexus Analysis: Several of the states identified above — specifically California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington — overlap with the sales tax nexus states identified in the Tax Due Diligence Memorandum prepared by Sylvia Hartwell of Calderwood & Harkness's tax department (dated August 5, 2025). This overlap is expected and unremarkable, given that the physical presence of fulfillment center operations in these states creates both foreign qualification requirements and sales tax collection obligations. The good standing certificates to be obtained should also help confirm that NovaMart is in compliance with its annual reporting and franchise tax obligations in each jurisdiction, which is relevant to the tax due diligence analysis.
3.4 NovaMart Subsidiaries
In addition to the certificates required for NovaMart at the parent entity level, the SPA closing condition in Section 7.2(d) requires delivery of good standing certificates for each of NovaMart's subsidiaries from their respective jurisdictions of incorporation or formation and every jurisdiction in which they are qualified to do business as a foreign entity.
Based on the Corporate Due Diligence Memorandum prepared by this firm (dated June 25, 2025) and the information disclosed in Schedule 3.5 to the SPA (which sets forth NovaMart's organizational chart and subsidiary list), NovaMart has several subsidiaries, including entities related to its NovaShip logistics operations and potentially other operational or holding company subsidiaries. However, the precise and complete list of all subsidiaries — including their exact legal names, entity types, jurisdictions of formation, foreign qualification jurisdictions, and registered agents — must be confirmed with NovaMart's internal legal team and outside counsel before orders can be placed.
Accordingly, Tiffany, please contact the following individuals to obtain and verify the complete subsidiary list at your earliest convenience:
(a) Amanda Trevino, General Counsel of NovaMart Global Inc. — Ms. Trevino maintains NovaMart's corporate records and should be able to provide the current subsidiary organizational chart and qualification details for each entity.
(b) Simone Adesanya, Calloway, Brandt & Loewe LLP — Ms. Adesanya serves as the lead associate on the NovaMart / Seller side of the transaction and has been coordinating corporate due diligence responses. She should be able to confirm the subsidiary information and advise whether Calloway, Brandt & Loewe intends to order any certificates directly on behalf of the Sellers (to avoid duplication of effort and expense).
Once the complete subsidiary list is confirmed, it should be set forth in Exhibit A to this memorandum, which is currently a placeholder. The updated Exhibit A should include, for each subsidiary: (i) the subsidiary's full legal name; (ii) entity type (corporation, limited liability company, limited partnership, etc.); (iii) jurisdiction of formation; (iv) all foreign qualification jurisdictions; (v) the registered agent in each jurisdiction; and (vi) the certificate type required in each jurisdiction. I anticipate that the subsidiary list will add a meaningful number of additional certificates to our overall request, and the ordering timeline should account for this.
Please prioritize obtaining this information so that we can finalize the certificate request list and begin placing orders within the timeframes outlined in Section 4 below.
4. Ordering Instructions and Process
4.1 Responsible Party for Ordering
The primary responsibility for coordinating the ordering of all good standing certificates described in this memorandum is assigned to Tiffany Rosenthal of Calderwood & Harkness LLP. Tiffany will serve as the central point of contact for all certificate orders and will be responsible for tracking the status of each order through receipt and delivery.
The following guidelines should be observed in coordinating the ordering process:
(a) Coordination with NovaMart's Counsel. NovaMart's outside counsel, Calloway, Brandt & Loewe LLP, may elect to order certain certificates directly on behalf of the Company or the Selling Stockholders, particularly for the NovaMart subsidiaries. Before placing any orders, Tiffany should confer with Simone Adesanya at Calloway, Brandt & Loewe to determine which certificates, if any, Seller's counsel intends to order, and to establish a clear division of responsibility. It is critical to avoid duplication of orders, which would result in unnecessary expense and potential confusion if multiple certificates for the same entity are received with different dates.
(b) Delaware Certificates. For the Delaware certificate of good standing for NovaMart Global Inc. (and any Delaware-formed subsidiaries), certificates may be ordered either (i) through Pinnacle Corporate Services Inc., NovaMart's registered agent in Delaware, which routinely processes such requests and may be able to do so at a lower cost due to its existing relationship with the Division of Corporations; or (ii) directly through the Delaware Secretary of State's ICIS online portal. Tiffany should confirm with Pinnacle Corporate Services and with Simone Adesanya whether Pinnacle or Calloway, Brandt & Loewe will handle the Delaware order, or whether Calderwood & Harkness should do so.
(c) All Other Jurisdictions. For jurisdictions other than Delaware, certificates should be ordered through Calderwood & Harkness's standard corporate services vendor, Pemberton Health IT ("NCR"), which maintains accounts with the filing offices in all fifty states and can expedite orders on our behalf. Alternatively, if the applicable Secretary of State or filing office maintains a reliable online ordering system, Tiffany may place orders directly through such system. In either case, expedited processing should be selected in every jurisdiction where it is available.
(d) Record Keeping. Tiffany should maintain a running log (in Excel or comparable format) tracking: (i) the date each order is placed; (ii) the jurisdiction and entity name; (iii) the order confirmation number; (iv) the expected processing time; (v) the date the certificate is received; and (vi) the date appearing on the certificate. This log should be circulated to me and to Harrison Wexford on a daily basis during the ordering window, and should be updated on the master Closing Checklist.
4.2 Timing and Expediting
The timing of certificate orders is governed by two competing considerations: (i) the SPA requirement that certificates be dated no more than five (5) business days prior to the Closing Date, and (ii) the practical reality that processing times vary significantly by jurisdiction and that orders must be placed far enough in advance to ensure receipt before closing.
Key Dates and Deadlines:
• Targeted Closing Date: October 15, 2025 (Wednesday)
• Earliest Acceptable Certificate Date: October 8, 2025 (Wednesday) — i.e., five (5) business days prior to October 15, 2025, assuming no intervening federal holidays. Note: October 13, 2025, is Columbus Day / Indigenous Peoples' Day, which is a federal holiday and is observed by most state filing offices. This may affect processing times during the week of October 6. Tiffany should confirm holiday schedules for each filing office.
• Recommended Order Placement Window: Approximately October 3–6, 2025 for most jurisdictions, with California orders placed no later than October 3, 2025 given its longer processing times.
Jurisdiction-by-Jurisdiction Processing Time Estimates:
The following processing time estimates are based on Calderwood & Harkness's prior experience and publicly available information from each filing office. Actual processing times may vary, and Tiffany should confirm current estimates with each filing office or with NCR at the time orders are placed.
• Delaware: Same-day or twenty-four-hour expedited service is available. Standard processing is approximately one to two business days. Delaware is the most efficient jurisdiction for certificate processing, and orders can be placed as late as October 13 or 14, 2025, with confidence of same-day or next-day turnaround. However, for prudence, we recommend ordering no later than October 8, 2025.
• Texas: Approximately two to three business days. The Texas Secretary of State's SOSDirect portal allows online ordering and generally meets published processing time estimates.
• California: Standard processing through the California Secretary of State can take five to ten business days, and during peak periods, processing times may be even longer. Expedited processing is available for an additional fee and reduces the turnaround to approximately two to three business days. California is the longest-lead-time jurisdiction on our list, and orders must be placed no later than October 3, 2025, with expedited processing selected. Tiffany should confirm the current expedited processing turnaround time with the California Secretary of State's office before placing the order.
• New Jersey: Approximately three to five business days for expedited processing. New Jersey certificates are ordered through the Department of the Treasury, Division of Revenue and Enterprise Services, rather than a traditional Secretary of State's office. The online ordering system is functional but can occasionally experience delays.
• Georgia: Approximately two to three business days. Georgia's Corporations Division generally processes requests efficiently.
• Ohio: Approximately two to three business days. The Ohio Secretary of State's office offers online ordering with reliable turnaround times.
• Illinois: Approximately three to five business days. The Illinois Secretary of State, Department of Business Services, can be slower than some other jurisdictions; expedited processing is recommended.
• Pennsylvania: Approximately three to five business days. Certificates are ordered through the Pennsylvania Department of State, Corporation Bureau. Expedited service is available.
• Tennessee: Approximately two to three business days. The Tennessee Secretary of State's office is generally responsive and efficient.
• Florida: Approximately two to five business days. The Florida Department of State, Division of Corporations, offers an online ordering system (Sunbiz.org) that is widely used and generally reliable.
• Washington: Approximately two to three business days. The Washington Secretary of State, Corporations and Charities Division, maintains an efficient online ordering system.
Columbus Day / Indigenous Peoples' Day Considerations: As noted above, October 13, 2025, is Columbus Day / Indigenous Peoples' Day. While not all state filing offices close for this holiday, many do, and processing times during the week of October 6–10 may be affected. Tiffany should confirm with each filing office whether it will be closed on October 13 and should factor any closures into the ordering timeline.
Contingency Planning for Closing Date Shifts: If the targeted Closing Date of October 15, 2025, is delayed for any reason — whether due to regulatory approvals, financing conditions, or otherwise — certificates that have already been obtained may fall outside the five-business-day dating window by the time of the actual closing. In that event, new certificates will need to be ordered. Tiffany should not place orders prematurely, and should confirm with me and Harrison Wexford that the closing timeline remains on track before initiating the ordering process. If the Closing Date shifts significantly, we will issue an updated memorandum with revised ordering dates. The Outside Date under the SPA remains December 31, 2025, providing ample runway for re-ordering if necessary.
4.3 Cost Estimates
Filing fees and expediting fees for good standing certificates vary by jurisdiction. Based on our prior experience, fees typically fall within the following ranges:
• Standard certificate filing fees: Approximately $10 to $50 per certificate, depending on the jurisdiction.
• Expedited processing fees: Approximately $25 to $100 (or more in certain states, such as California and Delaware for same-day service) per certificate.
• Registered agent handling fees: If certificates are ordered through Pinnacle Corporate Services or another registered agent, an additional handling fee of approximately $25 to $75 per certificate may apply.
For NovaMart at the parent entity level, the estimated total cost across eleven (11) jurisdictions — inclusive of filing fees, expediting fees, and any agent handling charges — is anticipated to range from approximately $500 to $1,500. The cost for subsidiary certificates will depend on the number of subsidiaries and the number of jurisdictions in which each is qualified, but is expected to be proportionally modest.
All certificate ordering costs will be charged to the Cascade Retail Holdings Inc. matter (Matter No. 1010-00001) as disbursements. These costs fall within the miscellaneous transaction costs category and are part of the $760,000 miscellaneous line item reflected in the estimated transaction cost budget presented to Cascade's board of directors in connection with the approval of the acquisition. No separate client approval is required for these disbursements, though the costs will be itemized on Calderwood & Harkness's monthly invoice for the matter.
5. Delivery and Distribution
Upon receipt, all good standing certificates — whether received in hard copy, electronic copy, or both — should be promptly delivered to Derek Okonkwo at Calderwood & Harkness LLP for inclusion in the closing deliverables binder. Each certificate should be reviewed upon receipt to confirm that: (i) it bears the correct legal name of the entity; (ii) it is issued by the correct filing authority; (iii) the date on the certificate falls within the five-business-day window preceding the Closing Date; and (iv) the certificate confirms that the entity is in good standing (or the jurisdictional equivalent, such as "active," "in existence," or "authorized to transact business").
If any certificate reflects an adverse status — for example, if an entity is shown as "not in good standing," "dissolved," "suspended," "revoked," or otherwise in non-compliance — Tiffany should immediately notify Derek Okonkwo and Harrison Wexford, as this would represent a potential impediment to closing and may indicate an undisclosed issue requiring remediation by NovaMart prior to the Closing Date.
Upon confirmation that all certificates are in order, copies should be distributed to the following individuals and entities:
(a) Elena Vasquez-Bright, General Counsel, Cascade Retail Holdings Inc. — as the client's principal legal contact for the transaction and for Cascade's internal closing files.
(b) Ted Langford, Senior Vice President, Corporate Development, Cascade Retail Holdings Inc. — as the business lead for the acquisition on the Cascade side.
(c) Harrison Wexford, Partner, Calderwood & Harkness LLP — as the responsible partner overseeing the transaction for Buyer's counsel.
(d) Cornerstone National Bank, N.A. (Attention: Robert Frankel, Senior Vice President, Corporate Lending) — as the administrative agent under the Term Loan B credit facility being provided to finance a portion of the acquisition consideration. The Term Loan B credit agreement includes conditions precedent to initial funding that require delivery of good standing certificates for the Company and its subsidiaries. Original certificates (or certified copies) may be required; this is the subject of Action Item 5 below.
(e) Calloway, Brandt & Loewe LLP (Attention: Richard Calloway and Simone Adesanya) — as outside counsel to NovaMart and the Selling Stockholders, for inclusion in Seller's closing file.
All certificates will be cross-referenced on the master Closing Checklist maintained by Calderwood & Harkness, which tracks all closing deliverables, responsible parties, and completion status. Tiffany should update the Closing Checklist as certificates are ordered, received, and distributed.
6. Summary Table — Master Certificate Request List
The following consolidated table sets forth the complete list of good standing certificates to be obtained for NovaMart Global Inc. at the parent entity level, together with the applicable filing offices, certificate types, estimated processing times, target order dates, and current status. This table will be updated as orders are placed and certificates are received, and will be supplemented with subsidiary certificate information once Exhibit A is finalized.
Total Certificates Required for NovaMart Parent Entity: 11
Total Certificates Required for Subsidiaries: To be determined upon completion of Exhibit A.
7. Open Action Items
The following action items must be completed in order to finalize the certificate ordering process and ensure timely delivery of all good standing certificates prior to the Closing Date. Responsible parties and target completion dates are indicated for each item.
Action Item 1: Confirm Complete Subsidiary List
Responsible Party: Tiffany Rosenthal
Description: Contact Simone Adesanya at Calloway, Brandt & Loewe LLP and Amanda Trevino, General Counsel of NovaMart Global Inc., to obtain and verify the complete list of all NovaMart subsidiaries, including each subsidiary's full legal name, entity type, jurisdiction of formation, all foreign qualification jurisdictions, and registered agent information in each jurisdiction. Upon receipt and verification, prepare and circulate an updated Exhibit A to this memorandum reflecting the complete subsidiary list and the corresponding certificate requirements.
Target Completion Date: October 1, 2025 (to allow sufficient lead time for ordering subsidiary certificates within the required window).
Action Item 2: Confirm Delaware Registered Agent Availability
Responsible Party: Tiffany Rosenthal
Description: Contact Pinnacle Corporate Services Inc. (NovaMart's Delaware registered agent) to confirm their availability and willingness to order the Delaware certificate of good standing for NovaMart Global Inc. (and any Delaware-formed subsidiaries) on an expedited basis. Confirm applicable fees, turnaround time, and whether Pinnacle will invoice NovaMart directly or whether Calderwood & Harkness should arrange for payment. If Pinnacle is unable or unwilling to handle the order, Calderwood & Harkness will order the certificate directly through the Delaware Division of Corporations' ICIS portal or through NCR.
Target Completion Date: October 1, 2025.
Action Item 3: Update Master Closing Checklist
Responsible Party: Derek Okonkwo
Description: Update the master Closing Checklist to reflect the certificate ordering timeline, responsible parties, and status for each certificate identified in this memorandum (and as supplemented by Exhibit A once finalized). Ensure that the Closing Checklist accurately cross-references the SPA closing condition (Section 7.2(d)) and identifies the certificate requirements as a Buyer closing condition deliverable.
Target Completion Date: October 2, 2025.
Action Item 4: Monitor Closing Date and Adjust Ordering Timeline
Responsible Party: Derek Okonkwo / Harrison Wexford
Description: Continuously monitor any developments that may cause a change in the targeted Closing Date of October 15, 2025. Such developments could include delays in obtaining regulatory approvals, failure to satisfy other conditions precedent, issues arising during the final stages of financing negotiations with Cornerstone National Bank, or requests by either party for an extension. If the Closing Date shifts beyond October 15, 2025, promptly re-evaluate the certificate ordering timeline to ensure that all certificates will be dated within the five-business-day window preceding the revised Closing Date. If certificates have already been ordered or received and would fall outside the dating window under a revised schedule, new certificates will need to be ordered. The Outside Date under the SPA remains December 31, 2025, which provides sufficient time to re-order certificates if necessary.
Target Completion Date: Ongoing through closing.
Action Item 5: Confirm Original vs. Copy Requirements for Lenders
Responsible Party: Derek Okonkwo
Description: Review the conditions precedent to initial funding under the Term Loan B credit agreement with Cornerstone National Bank, N.A. (and any related intercreditor or co-lending arrangements with Caluvori Capital Partners, Inc.) to confirm whether original good standing certificates are required, or whether copies (including electronic copies or photocopies) are acceptable. If originals are required, we will need to ensure that sufficient originals are ordered from each jurisdiction (some jurisdictions issue only one original per order, while others can provide multiple certified copies). Coordinate with Robert Frankel at Cornerstone National Bank and with Cascade's financing counsel to resolve this question.
Target Completion Date: October 3, 2025.
Please do not hesitate to reach out to me with any questions regarding the instructions set forth in this memorandum. Given the proximity of the anticipated Closing Date, prompt action on the open items identified above is essential. I will circulate an updated version of this memorandum once Exhibit A is finalized and the subsidiary certificate requirements are confirmed.
Thank you for your attention to this matter.
Derek Okonkwo Associate Calderwood & Harkness LLP Direct: (212) 555-4817 dokonkwo@calderwoodharkness.com
EXHIBIT A
NovaMart Subsidiary List and Foreign Qualifications
[PLACEHOLDER — TO BE COMPLETED UPON CONFIRMATION FROM NOVAMART / CALLOWAY, BRANDT & LOEWE LLP]
Upon receipt of the complete subsidiary information from Amanda Trevino (NovaMart General Counsel) and Simone Adesanya (Calloway, Brandt & Loewe LLP), this Exhibit A will be updated to include a comprehensive table containing the following information for each NovaMart subsidiary:
This Exhibit will be circulated as a supplement to this memorandum as soon as the information is confirmed and verified. All parties on the distribution list for this memorandum will receive the updated Exhibit A.
This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It is intended solely for the use of the individuals and entities identified in the distribution list above. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this memorandum in error, please notify the sender immediately and destroy all copies.
# | Jurisdiction | Filing Office | Certificate Type | Entity
1 | Delaware | Secretary of State, Division of Corporations, Dover, DE | Certificate of Good Standing | NovaMart Global Inc.
# | Jurisdiction | Filing Office | Certificate Type | Entity
2 | Texas | Secretary of State, Austin, TX | Certificate of Existence | NovaMart Global Inc. (foreign qualification)
# | Jurisdiction | Number of Fulfillment Centers | Filing Office | Certificate Type | Entity
3 | California | 3 | Secretary of State, Sacramento, CA | Certificate of Status | NovaMart Global Inc.
4 | New Jersey | 2 | Department of the Treasury, Division of Revenue and Enterprise Services, Trenton, NJ | Certificate of Good Standing | NovaMart Global Inc.
5 | Georgia | 2 | Secretary of State, Corporations Division, Atlanta, GA | Certificate of Existence | NovaMart Global Inc.
6 | Ohio | 1 | Secretary of State, Columbus, OH | Certificate of Good Standing | NovaMart Global Inc.
7 | Illinois | 1 | Secretary of State, Department of Business Services, Springfield, IL | Certificate of Good Standing | NovaMart Global Inc.
8 | Pennsylvania | 1 | Department of State, Corporation Bureau, Harrisburg, PA | Certificate of Good Standing | NovaMart Global Inc.
9 | Tennessee | 1 | Secretary of State, Division of Business and Charitable Organizations, Nashville, TN | Certificate of Existence | NovaMart Global Inc.
10 | Florida | 2 | Department of State, Division of Corporations, Tallahassee, FL | Certificate of Good Standing / Certificate of Status | NovaMart Global Inc.
11 | Washington | 1 | Secretary of State, Corporations and Charities Division, Olympia, WA | Certificate of Existence | NovaMart Global Inc.
# | Entity | Jurisdiction | Filing Office | Certificate Type | Est. Processing Time | Order Date Target | Status
1 | NovaMart Global Inc. | Delaware (incorporation) | DE Secretary of State, Division of Corporations | Certificate of Good Standing | Same-day / 24-hour | ~Oct 8, 2025 | Pending
2 | NovaMart Global Inc. | Texas (HQ / foreign qual.) | TX Secretary of State | Certificate of Existence | 2–3 business days | ~Oct 6, 2025 | Pending
3 | NovaMart Global Inc. | California (foreign qual.) | CA Secretary of State | Certificate of Status | 5–10 bus. days (expedite avail.) | ~Oct 3, 2025 | Pending
4 | NovaMart Global Inc. | New Jersey (foreign qual.) | NJ Dept. of Treasury, Div. of Revenue | Certificate of Good Standing | 3–5 business days | ~Oct 6, 2025 | Pending
5 | NovaMart Global Inc. | Georgia (foreign qual.) | GA Secretary of State, Corporations Div. | Certificate of Existence | 2–3 business days | ~Oct 6, 2025 | Pending
6 | NovaMart Global Inc. | Ohio (foreign qual.) | OH Secretary of State | Certificate of Good Standing | 2–3 business days | ~Oct 6, 2025 | Pending
7 | NovaMart Global Inc. | Illinois (foreign qual.) | IL Secretary of State, Dept. of Bus. Svcs. | Certificate of Good Standing | 3–5 business days | ~Oct 6, 2025 | Pending
8 | NovaMart Global Inc. | Pennsylvania (foreign qual.) | PA Dept. of State, Corporation Bureau | Certificate of Good Standing | 3–5 business days | ~Oct 6, 2025 | Pending
9 | NovaMart Global Inc. | Tennessee (foreign qual.) | TN Secretary of State, Div. of Bus. & Char. Orgs. | Certificate of Existence | 2–3 business days | ~Oct 6, 2025 | Pending
10 | NovaMart Global Inc. | Florida (foreign qual.) | FL Dept. of State, Div. of Corporations | Certificate of Good Standing / Certificate of Status | 2–5 business days | ~Oct 6, 2025 | Pending
11 | NovaMart Global Inc. | Washington (foreign qual.) | WA Secretary of State, Corps. & Charities Div. | Certificate of Existence | 2–3 business days | ~Oct 6, 2025 | Pending
12+ | NovaMart Subsidiaries — to be confirmed and appended as Exhibit A | TBD | TBD | TBD | TBD | TBD | Pending confirmation of subsidiary list
Column | Description
Subsidiary Legal Name | The full legal name of the subsidiary entity as reflected in its organizational documents.
Entity Type | The form of entity (e.g., corporation, limited liability company, limited partnership).
Jurisdiction of Formation | The state or jurisdiction in which the subsidiary was incorporated or formed.
Foreign Qualification Jurisdictions | Each state or jurisdiction in which the subsidiary is qualified to do business as a foreign entity.
Registered Agent (by Jurisdiction) | The name and address of the registered agent for the subsidiary in each applicable jurisdiction.
Certificate Type Required | The type of certificate to be ordered in each jurisdiction (e.g., Certificate of Good Standing, Certificate of Existence, Certificate of Status).
Filing Office | The name and location of the filing office in each jurisdiction.
Estimated Processing Time | The estimated processing time for each jurisdiction, including any expedited options.
Order Date Target | The target date for placing the certificate order, based on processing time and the Closing Date.
Status | Current status of the order (e.g., Pending, Ordered, Received).

MEMORANDUM

EXHIBIT A

Record

Parties

Dates

Amounts