1038-00009 · Client 1038 · Closing

officers-certificate-cascade-form.docx DOCUMENT M&A / Corporate

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OFFICER'S CERTIFICATE OF CASCADE RETAIL HOLDINGS INC.

Delivered Pursuant to Section [____] of the Stock Purchase Agreement

[This is a form certificate — bracketed items and blanks to be completed at closing]

INTRODUCTORY RECITALS

Reference is hereby made to that certain Stock Purchase Agreement, dated as of May 20, 2025 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Buyer"), NovaMart Global Inc., a Delaware corporation (the "Company"), the Selling Stockholders party thereto (including, without limitation, Ridgeline Equity Partners, LP, a Delaware limited partnership, Brindoval Ventures Fund III, LP, a Delaware limited partnership, Julian Reeves, an individual, Priya Narasimhan, an individual, and the other stockholders of the Company identified on the signature pages thereto and on Schedule I to the Agreement) (collectively, the "Selling Stockholders"), and Ridgeline Equity Partners, LP, acting through its authorized representative, Franklin Osei, solely in his capacity as the Stockholder Representative (the "Stockholder Representative").

Capitalized terms used but not otherwise defined in this Officer's Certificate (this "Certificate") shall have the respective meanings ascribed to such terms in the Agreement. All references herein to Articles, Sections, and Exhibits are references to Articles, Sections, and Exhibits of or to the Agreement, unless otherwise specified.

The undersigned, [Name], [Title] of Cascade Retail Holdings Inc., being an authorized officer of Buyer duly designated and empowered to deliver this Certificate on behalf of Buyer pursuant to the resolutions of the Board of Directors of Buyer adopted on May 20, 2025 (and any ratifying resolutions adopted at or prior to the Closing Date), hereby certifies, on behalf of Buyer and not in any individual capacity, as follows:

[Guidance Note: The certifying officer is expected to be an authorized officer of Cascade Retail Holdings Inc. designated in the applicable Board resolutions. Appropriate signatories include Margaret "Meg" Alderton (Chief Executive Officer), Rajiv Sundaram (Chief Financial Officer), Elena Vasquez-Bright (General Counsel), or Theodore "Ted" Langford (Senior Vice President, Corporate Development). Confirm authorization under the resolutions attached to the Secretary's Certificate delivered concurrently herewith before execution.]

This Certificate is delivered pursuant to Section [__] of Article VII (Conditions to Closing) of the Agreement, as a condition precedent to the obligations of the Company and the Selling Stockholders to consummate the transactions contemplated by the Agreement, including the sale and purchase of all of the issued and outstanding shares of capital stock of the Company (the "Transactions"). This Certificate is being delivered on [Insert Closing Date] (the "Closing Date"), which date is the date on which the Closing is occurring under the Agreement.

[Guidance Note: The targeted Closing Date is October 15, 2025. Insert the actual Closing Date when known. Confirm that the Closing Date conforms to the requirements of Section [__] of the Agreement regarding the time, place, and manner of Closing.]

SECTION 1: CERTIFICATION OF ACCURACY OF REPRESENTATIONS AND WARRANTIES

1(a) Bring-Down of Representations and Warranties

The undersigned officer of Buyer hereby certifies that, to the Knowledge of Buyer (as such term is defined in the Agreement), each of the representations and warranties of Buyer set forth in Article [__] of the Agreement:

(i) that are qualified as to materiality, Material Adverse Effect, or words of similar import, are true and correct in all respects as of the date of this Certificate (the "Closing Date"), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; and

(ii) that are not qualified as to materiality, Material Adverse Effect, or words of similar import, are true and correct in all material respects as of the date of this Certificate (the "Closing Date"), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date;

provided, however, that in each case, to the extent that any such representation or warranty of Buyer expressly relates to or is expressed as being made as of a specific date or period of time (including, without limitation, representations and warranties made "as of the date hereof" or "as of the date of this Agreement"), such representation or warranty shall be true and correct (subject to the applicable qualification set forth in clause (i) or clause (ii) above, as applicable) only as of such specified date or period of time.

Without limiting the generality of the foregoing, the undersigned certifies that the representations and warranties of Buyer contained in Article [__] of the Agreement relating to, among other things, (A) the due organization, valid existence, and good standing of Buyer, (B) the corporate power and authority of Buyer to enter into and perform the Agreement and the ancillary agreements, (C) the due authorization, execution, and delivery of the Agreement and the ancillary agreements by Buyer, (D) the absence of conflicts with or violations of organizational documents, applicable law, or material contracts of Buyer, (E) the absence of required governmental or third-party consents (other than those that have been obtained), (F) the sufficiency of funds and financing to consummate the Transactions, (G) the absence of litigation or proceedings that would prevent or materially delay the Transactions, and (H) such other representations and warranties of Buyer as are set forth in Article [__] of the Agreement, are, in each case, true and correct in accordance with the bring-down standard set forth above.

[Guidance Note: Confirm that the bring-down standard set forth in this Section 1(a) exactly mirrors the condition set forth in the applicable section of Article VII of the Agreement. The standard above reflects the typical formulation where materiality-qualified representations must be true and correct "in all respects" (to avoid a double-materiality scrub) and unqualified representations must be true and correct "in all material respects." If the Agreement employs a different bring-down standard — for example, a single "true and correct in all material respects" standard for all representations, or a "true and correct in all respects except where the failure to be true and correct would not have a Material Adverse Effect" standard — this language must be conformed accordingly. Review Section [__] of the Agreement carefully.]

1(b) No Material Adverse Effect on Buyer

The undersigned officer of Buyer hereby further certifies that, since the date of the Agreement (May 20, 2025) through and including the Closing Date, no event, change, occurrence, effect, condition, development, circumstance, or state of facts has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Transactions contemplated by the Agreement or to perform its obligations under the Agreement or any ancillary agreement to which Buyer is a party in accordance with the terms thereof. Without limiting the foregoing, no event, change, occurrence, effect, condition, development, circumstance, or state of facts has occurred that would reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to consummate the Closing or to satisfy any of the conditions to Closing set forth in Article VII of the Agreement that are required to be satisfied by Buyer.

SECTION 2: CERTIFICATION OF COMPLIANCE WITH COVENANTS

2(a) Pre-Closing Covenants — General Compliance

The undersigned officer of Buyer hereby certifies that Buyer has performed and complied in all material respects with all covenants, agreements, obligations, and undertakings required to be performed or complied with by Buyer under the Agreement at or prior to the Closing Date, including, without limitation, all covenants and agreements of Buyer set forth in Article VI of the Agreement and all other provisions of the Agreement that impose obligations on Buyer to be performed or complied with at or prior to the Closing.

[Guidance Note: This certification covers all Buyer covenants in Article VI of the Agreement and any other provisions imposing pre-closing obligations on Buyer, including but not limited to obligations relating to (i) the filing of all required notifications and other materials under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and cooperation with the Department of Justice or the Federal Trade Commission, (ii) the use of commercially reasonable efforts (or such higher standard as may be set forth in the Agreement) to obtain all required governmental and regulatory approvals and consents, (iii) the satisfaction of financing obligations and the maintenance of committed financing, (iv) the provision of information and cooperation to the Company and the Selling Stockholders as required by the Agreement, (v) compliance with any interim operating covenants applicable to Buyer, and (vi) any other affirmative or negative covenants applicable to Buyer during the pre-closing period. Confirm that the compliance standard ("in all material respects") mirrors the condition set forth in the applicable section of Article VII. If the Agreement requires a different compliance standard, conform accordingly.]

2(b) Specific Covenant Compliance Confirmation

Without limiting the generality of the certification set forth in Section 2(a) above, the undersigned officer of Buyer hereby specifically certifies the following with respect to covenants of Buyer that are individually identified in the conditions to Closing set forth in Article VII of the Agreement or that are otherwise of particular significance to the Closing:

(i) HSR Act and Antitrust Compliance. Buyer has used its reasonable best efforts (or such other standard as set forth in the Agreement) to make all required filings and notifications under the HSR Act in connection with the Transactions, to cooperate and consult with the Company and the Selling Stockholders with respect to such filings and any communications with the Antitrust Division of the United States Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC"), and to obtain the expiration or early termination of all applicable waiting periods under the HSR Act. [Without limitation, Buyer has complied in all material respects with the DOJ's Second Request for additional documents and information issued on [date], and Buyer certifies that all applicable waiting periods under the HSR Act have expired or been terminated as of the date of this Certificate.] Buyer has used its reasonable best efforts to obtain all other governmental, regulatory, and antitrust approvals, consents, clearances, and authorizations required in connection with the consummation of the Transactions.

(ii) Financing. Buyer has obtained, or has available as of the Closing Date, committed financing sufficient to fund (A) the aggregate Purchase Price of One Billion Two Hundred Million Dollars ($1,200,000,000), (B) all fees, costs, and expenses required to be paid by Buyer in connection with the consummation of the Transactions, and (C) all other amounts required to be paid by Buyer at or in connection with the Closing under the Agreement and the ancillary agreements. Specifically, and without limitation:

(A) Buyer has received and has in full force and effect the commitment letter, dated May 15, 2025, reference number CL-2025-0515-CRNB (the "Commitment Letter"), from Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc. (collectively, the "Financing Sources"), providing for a Senior Secured Term Loan B facility in an aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000) (the "Term Loan B Facility"), and Buyer has satisfied (or will satisfy at or prior to the Closing) all conditions precedent to the funding of the Term Loan B Facility as set forth in the Commitment Letter and the related fee letter, and Buyer has no reason to believe that such financing will not be available to Buyer at the Closing on the terms and conditions set forth in the Commitment Letter;

(B) Buyer has available, and will draw at or prior to the Closing, Two Hundred Million Dollars ($200,000,000) under Buyer's existing revolving credit facility with Cornerstone National Bank, N.A. (the "Revolving Credit Facility"), and all conditions precedent to such draw have been or will be satisfied at or prior to the Closing, and no event of default or other event that would permit the lenders under the Revolving Credit Facility to refuse to fund such draw exists or is continuing; and

(C) Buyer has available on the Closing Date cash on hand in an aggregate amount of not less than Two Hundred Fifty Million Dollars ($250,000,000), which, together with the proceeds of the Term Loan B Facility and the draw under the Revolving Credit Facility, is sufficient to fund the aggregate Purchase Price and all related fees, costs, and expenses.

(iii) Escrow Deposit. Buyer has deposited, or will deposit at or prior to the Closing, an amount equal to Ninety-Six Million Dollars ($96,000,000) (representing eight percent (8%) of the aggregate Purchase Price) into escrow with Marlowe Asset Management Trust Company, N.A., acting in its capacity as Escrow Agent (the "Escrow Agent"), in accordance with the terms and conditions of the Escrow Agreement entered into pursuant to Section [__] of the Agreement, and such deposit has been or will be made from the funds described in clause (ii) above in the manner and at the time required by the Agreement and the Escrow Agreement.

(iv) Other Specific Pre-Closing Actions. [Reserved — Insert any additional specific pre-closing actions that the Agreement requires Buyer to perform or certify to, if applicable. Examples may include delivery of employment offer letters, execution of ancillary agreements, delivery of payoff letters, termination of specified contracts, or other actions specifically enumerated in the closing conditions or closing deliverables provisions of the Agreement.]

SECTION 3: CERTIFICATION REGARDING NO LEGAL IMPEDIMENT

The undersigned officer of Buyer hereby certifies that, to the Knowledge of Buyer:

(a) No temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order, decree, ruling, or judgment of any court of competent jurisdiction, governmental authority, regulatory body, or other tribunal (whether federal, state, local, or foreign) is in effect as of the Closing Date that would prevent, enjoin, restrain, or materially delay the consummation of the Transactions contemplated by the Agreement or that would impose any material condition on the consummation of the Transactions that is not contemplated by the Agreement.

(b) No action, suit, claim, investigation, proceeding (whether judicial, administrative, arbitral, or otherwise), or other legal proceeding is pending before any court of competent jurisdiction, governmental authority, regulatory body, or other tribunal that seeks to prevent, enjoin, restrain, or prohibit the consummation of the Closing or the Transactions contemplated by the Agreement, or that seeks to impose any material condition, limitation, or restriction on the consummation of the Transactions that is not contemplated by the Agreement.

(c) To the Knowledge of Buyer, no action, suit, claim, investigation, proceeding, or other legal proceeding of the type described in clause (b) above has been threatened in writing by any Person (including any governmental authority) that would reasonably be expected to prevent, enjoin, restrain, or prohibit the consummation of the Closing or the Transactions contemplated by the Agreement.

(d) No law, statute, rule, regulation, executive order, or governmental directive has been enacted, issued, promulgated, enforced, or entered by any governmental authority after the date of the Agreement that would make the consummation of the Transactions illegal or that would otherwise prohibit, restrain, or materially delay the consummation of the Transactions.

SECTION 4: CERTIFICATION REGARDING ORGANIZATIONAL STANDING AND AUTHORITY

The undersigned officer of Buyer hereby certifies the following with respect to the organizational standing, corporate power, and corporate authority of Buyer:

(a) Due Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and Buyer has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Buyer is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification or licensing, except where the failure to be so qualified, licensed, or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Transactions.

(b) Corporate Power and Authority. Buyer has all requisite corporate power and authority to (i) execute and deliver the Agreement and each ancillary agreement, instrument, certificate, and other document to which Buyer is a party or that is required to be executed and delivered by Buyer in connection with the Transactions (collectively, the "Buyer Transaction Documents"), (ii) perform all of its obligations under the Agreement and each of the Buyer Transaction Documents, and (iii) consummate the Transactions contemplated by the Agreement and the Buyer Transaction Documents.

(c) Due Authorization. All corporate actions on the part of Buyer and its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance of the Agreement and each of the Buyer Transaction Documents by Buyer, and for the consummation of the Transactions, have been duly and validly taken. Without limitation:

(I) The Board of Directors of Buyer duly adopted resolutions at a meeting duly called and held (or by unanimous written consent in lieu of a meeting) on or about May 20, 2025, authorizing the execution and delivery of the Agreement and the ancillary agreements, approving the Transactions, and designating certain officers of Buyer to execute and deliver all documents and instruments and to take all actions necessary or desirable in connection with the consummation of the Transactions (the "Signing Resolutions"), and such Signing Resolutions remain in full force and effect and have not been amended, modified, rescinded, or revoked in any manner.

(II) To the extent required by the Agreement or deemed advisable by the Board of Directors, the Board of Directors of Buyer has adopted (or will adopt at or prior to the Closing) ratifying resolutions confirming and ratifying the authority of the designated officers to consummate the Transactions and to execute and deliver all Closing deliverables on behalf of Buyer (the "Ratifying Resolutions"), and such Ratifying Resolutions are (or, when adopted, will be) in full force and effect.

(III) No approval of the stockholders of Buyer is required under the General Corporation Law of the State of Delaware, the certificate of incorporation or bylaws of Buyer, or any applicable listing standard of any securities exchange on which the securities of Buyer are listed in connection with the execution and delivery of the Agreement or any Buyer Transaction Document or the consummation of the Transactions.

(d) Enforceability. The Agreement and each of the Buyer Transaction Documents to which Buyer is a party have been (or, at the Closing, will be) duly executed and delivered by Buyer and constitute (or, upon execution and delivery, will constitute) valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

SECTION 5: RELIANCE AND LIMITATIONS

The undersigned officer of Buyer acknowledges and certifies that:

(a) Purpose and Scope. This Certificate is being delivered solely in connection with, and as a condition precedent to, the Closing under the Agreement. This Certificate is furnished to the Company and the Selling Stockholders (and the Stockholder Representative on behalf of the Selling Stockholders) solely for the purpose of satisfying the condition to Closing set forth in Section [__] of Article VII of the Agreement and for no other purpose.

(b) No Expansion of Obligations. Except as expressly set forth in the Agreement, nothing contained in this Certificate shall be deemed to expand, modify, supplement, or otherwise alter the representations, warranties, covenants, agreements, or other obligations of Buyer as set forth in the Agreement. The certifications contained herein are limited to the matters expressly addressed in the Agreement and are subject in all respects to the terms and conditions of the Agreement, including, without limitation, all definitions, qualifications, exceptions, limitations, and other provisions set forth therein. Without limiting the foregoing, the certifications set forth in this Certificate are subject to (i) the disclosures set forth in the Disclosure Schedules delivered by Buyer in connection with the Agreement (as such Disclosure Schedules may have been updated or supplemented in accordance with the terms of the Agreement), and (ii) all limitations on liability, indemnification, and other provisions of the Agreement.

(c) No Third-Party Beneficiaries. This Certificate is not intended to, and shall not, create any rights in or confer any benefits upon any Person other than the Company, the Selling Stockholders, and the Stockholder Representative (each in their capacity as parties to the Agreement), and no Person other than such parties shall be entitled to rely on the certifications set forth herein. Notwithstanding the foregoing, the Financing Sources shall be express third-party beneficiaries of this Certificate solely to the extent, if any, expressly provided in the Agreement.

(d) Knowledge Qualification. Where the certifications set forth herein are qualified by references to "the Knowledge of Buyer," "Buyer's Knowledge," or the "knowledge of the undersigned," such references shall be construed in accordance with the definition of "Knowledge of Buyer" (or "Buyer's Knowledge") as set forth in Section [__] of Article I of the Agreement.

[Guidance Note: Conform the knowledge qualifier to the definition of "Knowledge of Buyer" or "Buyer's Knowledge" as defined in the Agreement. Typically, such definition specifies the actual knowledge, after reasonable inquiry, of certain named individuals (e.g., Margaret "Meg" Alderton, CEO; Rajiv Sundaram, CFO; Elena Vasquez-Bright, General Counsel; Theodore "Ted" Langford, SVP, Corporate Development). Confirm the scope and standard of the knowledge definition before finalizing this Certificate.]

(e) Survival. This Certificate, and the certifications contained herein, shall survive the Closing only to the extent, and for the periods, set forth in the Agreement (including, without limitation, Article IX thereof, relating to indemnification and survival of representations, warranties, covenants, and agreements).

(f) 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 rule or provision (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.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Officer's Certificate on behalf of Cascade Retail Holdings Inc. as of [____], 2025.

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: [Insert Name]

Title: [Insert Title]

[Guidance Note: The signatory should be an authorized officer of Cascade Retail Holdings Inc. designated in the Board resolutions adopted in connection with the Agreement. Appropriate signatories include:

• Margaret "Meg" Alderton, Chief Executive Officer

• Rajiv Sundaram, Chief Financial Officer

• Elena Vasquez-Bright, General Counsel

• Theodore "Ted" Langford, Senior Vice President, Corporate Development

Confirm that the individual executing this Certificate is expressly authorized to do so under the Signing Resolutions and/or Ratifying Resolutions, as evidenced by the Secretary's Certificate of Cascade Retail Holdings Inc. delivered concurrently herewith at the Closing. The signature should be an original, wet-ink signature or, if permitted under the Agreement and applicable law, an electronic signature in compliance with the requirements of the Agreement.]

EXHIBIT AND ATTACHMENT REFERENCE

[Note: If the Agreement or the closing conditions set forth in Article VII of the Agreement require that specific items be attached to or delivered with this Certificate (e.g., a compliance certificate or confirmation from the Financing Sources regarding the availability of financing, updated or supplemental disclosure schedules, evidence of the deposit of funds with the Escrow Agent, a copy of the board resolutions or Secretary's Certificate, payoff letters, or other Closing deliverables), list those attachments below. If no attachments are required, this section may be deleted from the execution version of this Certificate.]

Exhibit A: [Reserved — Insert description if required by Agreement]

Exhibit B: [Reserved — Insert description if required by Agreement]

Exhibit C: [Reserved — Insert description if required by Agreement]

DRAFTING NOTES AND INSTRUCTIONS (Internal Use Only — Not for Execution — To Be Removed from Final Closing Version)

1. Prepared By: This form Officer's Certificate has been prepared by Calderwood & Harkness LLP, counsel to Cascade Retail Holdings Inc. ("Buyer"), for use at the Closing of the acquisition of NovaMart Global Inc. (the "Company"). The responsible partner is Harrison Wexford, and the lead associate is Derek Okonkwo. All questions regarding this form should be directed to Mr. Wexford (hwexford@calderwoodharkness.com) or Mr. Okonkwo (dokonkwo@calderwoodharkness.com).

2. Cross-Reference to SPA. All defined terms, Article and Section references, and substantive provisions of this Certificate must be cross-referenced to and conformed with the execution version of the Stock Purchase Agreement dated May 20, 2025 (the "SPA"). Key defined terms that must be verified include, without limitation: "Material Adverse Effect," "Knowledge of Buyer" (or "Buyer's Knowledge"), "Purchase Price," "Closing," "Closing Date," "Financing Sources," "Commitment Letter," "Escrow Agreement," and "Escrow Agent." Insert the correct Article and Section numbers in all bracketed cross-references (including Article [__] for Buyer's representations and warranties, Article VI for covenants, Article VII for conditions to Closing, and Article IX for indemnification and survival).

3. Bring-Down Standard. The bring-down standard set forth in Section 1(a) of this Certificate must exactly conform to the language of the applicable closing condition in Article VII of the SPA. Review the specific condition carefully. If the SPA employs a different formulation (e.g., a single "true and correct in all material respects" standard, a "true and correct in all respects except for de minimis exceptions" standard, or a standard that excludes specific fundamental representations), the language of Section 1(a) must be revised accordingly.

4. Covenant Compliance Standard. The covenant compliance standard set forth in Section 2(a) of this Certificate must similarly be conformed to the language of the applicable closing condition. Confirm whether the SPA requires "all material respects" compliance, "all respects" compliance, or some other standard.

5. Financing Confirmation. Section 2(b)(ii) contains detailed financing certification language. Confirm all amounts, facility names, counterparty names, commitment letter references, and other financing details against the actual Commitment Letter, Revolving Credit Facility agreement, and Buyer's cash position. Coordinate with Buyer's treasury team (contact: Rajiv Sundaram, CFO) and Buyer's financing counsel to ensure accuracy.

6. Escrow Deposit. Confirm the escrow deposit amount ($96,000,000, representing 8% of the $1,200,000,000 Purchase Price) against the SPA and the Escrow Agreement. Coordinate with Marlowe Asset Management Trust Company, N.A. (Escrow Agent) and Buyer's treasury team regarding the timing and mechanics of the deposit.

7. Delaware Law Governance. The SPA is governed by the laws of the State of Delaware, and disputes are subject to the exclusive jurisdiction of the Delaware Court of Chancery (or, if the Court of Chancery declines to exercise jurisdiction, the Superior Court of the State of Delaware, or, if no state court in Delaware has jurisdiction, the United States District Court for the District of Delaware). This Certificate is similarly governed by Delaware law. Ensure all certifications and representations are consistent with Delaware corporate law requirements.

8. Timing. This Certificate should be circulated in substantially final form no later than two (2) business days prior to the anticipated Closing Date for review and comment by counsel to the Company and the Selling Stockholders (Whitfield, Park & Associates LLP). The final, execution-ready version should be prepared for signature on the Closing Date itself. Do not execute this Certificate until all conditions to Closing have been satisfied or waived and the parties are prepared to consummate the Closing.

9. Concurrent Deliverables. Confirm that a corresponding Officer's Certificate of NovaMart Global Inc. (certifying the accuracy of the Company's representations and warranties, compliance with the Company's covenants, and related matters) will be delivered concurrently by the Company and/or the Selling Stockholders as a condition to Buyer's obligation to consummate the Closing under Article VII of the SPA. Additionally, confirm that the following documents will be delivered concurrently with this Certificate at the Closing, to the extent required by the SPA:

• Secretary's Certificate of Cascade Retail Holdings Inc. (with attached resolutions and incumbency certificate)

• Good Standing Certificate of Cascade Retail Holdings Inc. from the Delaware Secretary of State (dated within five (5) business days prior to the Closing Date)

• Executed counterparts of the Escrow Agreement

• Evidence of the availability of financing (if required to be separately delivered)

• Such other Closing deliverables as are required to be delivered by Buyer under the SPA

10. Removal of Drafting Notes. All drafting notes, guidance notes, instructions, and bracketed placeholders must be removed from the final execution version of this Certificate. The watermark, internal header/footer references to privilege, and any other markings indicating draft status must also be removed prior to execution and delivery.

[End of Form — Officer's Certificate of Cascade Retail Holdings Inc.]

OFFICER'S CERTIFICATE OF CASCADE RETAIL HOLDINGS INC.
Delivered Pursuant to Section [____] of the Stock Purchase Agreement
[This is a form certificate — bracketed items and blanks to be completed at closing]
INTRODUCTORY RECITALS
Reference is hereby made to that certain Stock Purchase Agreement, dated as of May 20, 2025 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Buyer"), NovaMart Global Inc., a Delaware corporation (the "Company"), the Selling Stockholders party thereto (including, without limitation, Ridgeline Equity Partners, LP, a Delaware limited partnership, Brindoval Ventures Fund III, LP, a Delaware limited partnership, Julian Reeves, an individual, Priya Narasimhan, an individual, and the other stockholders of the Company identified on the signature pages thereto and on Schedule I to the Agreement) (collectively, the "Selling Stockholders"), and Ridgeline Equity Partners, LP, acting through its authorized representative, Franklin Osei, solely in his capacity as the Stockholder Representative (the "Stockholder Representative").
Capitalized terms used but not otherwise defined in this Officer's Certificate (this "Certificate") shall have the respective meanings ascribed to such terms in the Agreement. All references herein to Articles, Sections, and Exhibits are references to Articles, Sections, and Exhibits of or to the Agreement, unless otherwise specified.
The undersigned, [Name], [Title] of Cascade Retail Holdings Inc., being an authorized officer of Buyer duly designated and empowered to deliver this Certificate on behalf of Buyer pursuant to the resolutions of the Board of Directors of Buyer adopted on May 20, 2025 (and any ratifying resolutions adopted at or prior to the Closing Date), hereby certifies, on behalf of Buyer and not in any individual capacity, as follows:
[Guidance Note: The certifying officer is expected to be an authorized officer of Cascade Retail Holdings Inc. designated in the applicable Board resolutions. Appropriate signatories include Margaret "Meg" Alderton (Chief Executive Officer), Rajiv Sundaram (Chief Financial Officer), Elena Vasquez-Bright (General Counsel), or Theodore "Ted" Langford (Senior Vice President, Corporate Development). Confirm authorization under the resolutions attached to the Secretary's Certificate delivered concurrently herewith before execution.]
This Certificate is delivered pursuant to Section [__] of Article VII (Conditions to Closing) of the Agreement, as a condition precedent to the obligations of the Company and the Selling Stockholders to consummate the transactions contemplated by the Agreement, including the sale and purchase of all of the issued and outstanding shares of capital stock of the Company (the "Transactions"). This Certificate is being delivered on [Insert Closing Date] (the "Closing Date"), which date is the date on which the Closing is occurring under the Agreement.
[Guidance Note: The targeted Closing Date is October 15, 2025. Insert the actual Closing Date when known. Confirm that the Closing Date conforms to the requirements of Section [__] of the Agreement regarding the time, place, and manner of Closing.]
SECTION 1: CERTIFICATION OF ACCURACY OF REPRESENTATIONS AND WARRANTIES
1(a) Bring-Down of Representations and Warranties
The undersigned officer of Buyer hereby certifies that, to the Knowledge of Buyer (as such term is defined in the Agreement), each of the representations and warranties of Buyer set forth in Article [__] of the Agreement:
(i) that are qualified as to materiality, Material Adverse Effect, or words of similar import, are true and correct in all respects as of the date of this Certificate (the "Closing Date"), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; and
(ii) that are not qualified as to materiality, Material Adverse Effect, or words of similar import, are true and correct in all material respects as of the date of this Certificate (the "Closing Date"), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date;
provided, however, that in each case, to the extent that any such representation or warranty of Buyer expressly relates to or is expressed as being made as of a specific date or period of time (including, without limitation, representations and warranties made "as of the date hereof" or "as of the date of this Agreement"), such representation or warranty shall be true and correct (subject to the applicable qualification set forth in clause (i) or clause (ii) above, as applicable) only as of such specified date or period of time.
Without limiting the generality of the foregoing, the undersigned certifies that the representations and warranties of Buyer contained in Article [__] of the Agreement relating to, among other things, (A) the due organization, valid existence, and good standing of Buyer, (B) the corporate power and authority of Buyer to enter into and perform the Agreement and the ancillary agreements, (C) the due authorization, execution, and delivery of the Agreement and the ancillary agreements by Buyer, (D) the absence of conflicts with or violations of organizational documents, applicable law, or material contracts of Buyer, (E) the absence of required governmental or third-party consents (other than those that have been obtained), (F) the sufficiency of funds and financing to consummate the Transactions, (G) the absence of litigation or proceedings that would prevent or materially delay the Transactions, and (H) such other representations and warranties of Buyer as are set forth in Article [__] of the Agreement, are, in each case, true and correct in accordance with the bring-down standard set forth above.
[Guidance Note: Confirm that the bring-down standard set forth in this Section 1(a) exactly mirrors the condition set forth in the applicable section of Article VII of the Agreement. The standard above reflects the typical formulation where materiality-qualified representations must be true and correct "in all respects" (to avoid a double-materiality scrub) and unqualified representations must be true and correct "in all material respects." If the Agreement employs a different bring-down standard — for example, a single "true and correct in all material respects" standard for all representations, or a "true and correct in all respects except where the failure to be true and correct would not have a Material Adverse Effect" standard — this language must be conformed accordingly. Review Section [__] of the Agreement carefully.]
1(b) No Material Adverse Effect on Buyer
The undersigned officer of Buyer hereby further certifies that, since the date of the Agreement (May 20, 2025) through and including the Closing Date, no event, change, occurrence, effect, condition, development, circumstance, or state of facts has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Transactions contemplated by the Agreement or to perform its obligations under the Agreement or any ancillary agreement to which Buyer is a party in accordance with the terms thereof. Without limiting the foregoing, no event, change, occurrence, effect, condition, development, circumstance, or state of facts has occurred that would reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to consummate the Closing or to satisfy any of the conditions to Closing set forth in Article VII of the Agreement that are required to be satisfied by Buyer.
SECTION 2: CERTIFICATION OF COMPLIANCE WITH COVENANTS
2(a) Pre-Closing Covenants — General Compliance
The undersigned officer of Buyer hereby certifies that Buyer has performed and complied in all material respects with all covenants, agreements, obligations, and undertakings required to be performed or complied with by Buyer under the Agreement at or prior to the Closing Date, including, without limitation, all covenants and agreements of Buyer set forth in Article VI of the Agreement and all other provisions of the Agreement that impose obligations on Buyer to be performed or complied with at or prior to the Closing.
[Guidance Note: This certification covers all Buyer covenants in Article VI of the Agreement and any other provisions imposing pre-closing obligations on Buyer, including but not limited to obligations relating to (i) the filing of all required notifications and other materials under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and cooperation with the Department of Justice or the Federal Trade Commission, (ii) the use of commercially reasonable efforts (or such higher standard as may be set forth in the Agreement) to obtain all required governmental and regulatory approvals and consents, (iii) the satisfaction of financing obligations and the maintenance of committed financing, (iv) the provision of information and cooperation to the Company and the Selling Stockholders as required by the Agreement, (v) compliance with any interim operating covenants applicable to Buyer, and (vi) any other affirmative or negative covenants applicable to Buyer during the pre-closing period. Confirm that the compliance standard ("in all material respects") mirrors the condition set forth in the applicable section of Article VII. If the Agreement requires a different compliance standard, conform accordingly.]
2(b) Specific Covenant Compliance Confirmation
Without limiting the generality of the certification set forth in Section 2(a) above, the undersigned officer of Buyer hereby specifically certifies the following with respect to covenants of Buyer that are individually identified in the conditions to Closing set forth in Article VII of the Agreement or that are otherwise of particular significance to the Closing:
(i) HSR Act and Antitrust Compliance. Buyer has used its reasonable best efforts (or such other standard as set forth in the Agreement) to make all required filings and notifications under the HSR Act in connection with the Transactions, to cooperate and consult with the Company and the Selling Stockholders with respect to such filings and any communications with the Antitrust Division of the United States Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC"), and to obtain the expiration or early termination of all applicable waiting periods under the HSR Act. [Without limitation, Buyer has complied in all material respects with the DOJ's Second Request for additional documents and information issued on [date], and Buyer certifies that all applicable waiting periods under the HSR Act have expired or been terminated as of the date of this Certificate.] Buyer has used its reasonable best efforts to obtain all other governmental, regulatory, and antitrust approvals, consents, clearances, and authorizations required in connection with the consummation of the Transactions.
(ii) Financing. Buyer has obtained, or has available as of the Closing Date, committed financing sufficient to fund (A) the aggregate Purchase Price of One Billion Two Hundred Million Dollars ($1,200,000,000), (B) all fees, costs, and expenses required to be paid by Buyer in connection with the consummation of the Transactions, and (C) all other amounts required to be paid by Buyer at or in connection with the Closing under the Agreement and the ancillary agreements. Specifically, and without limitation:
(A) Buyer has received and has in full force and effect the commitment letter, dated May 15, 2025, reference number CL-2025-0515-CRNB (the "Commitment Letter"), from Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc. (collectively, the "Financing Sources"), providing for a Senior Secured Term Loan B facility in an aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000) (the "Term Loan B Facility"), and Buyer has satisfied (or will satisfy at or prior to the Closing) all conditions precedent to the funding of the Term Loan B Facility as set forth in the Commitment Letter and the related fee letter, and Buyer has no reason to believe that such financing will not be available to Buyer at the Closing on the terms and conditions set forth in the Commitment Letter;
(B) Buyer has available, and will draw at or prior to the Closing, Two Hundred Million Dollars ($200,000,000) under Buyer's existing revolving credit facility with Cornerstone National Bank, N.A. (the "Revolving Credit Facility"), and all conditions precedent to such draw have been or will be satisfied at or prior to the Closing, and no event of default or other event that would permit the lenders under the Revolving Credit Facility to refuse to fund such draw exists or is continuing; and
(C) Buyer has available on the Closing Date cash on hand in an aggregate amount of not less than Two Hundred Fifty Million Dollars ($250,000,000), which, together with the proceeds of the Term Loan B Facility and the draw under the Revolving Credit Facility, is sufficient to fund the aggregate Purchase Price and all related fees, costs, and expenses.
(iii) Escrow Deposit. Buyer has deposited, or will deposit at or prior to the Closing, an amount equal to Ninety-Six Million Dollars ($96,000,000) (representing eight percent (8%) of the aggregate Purchase Price) into escrow with Marlowe Asset Management Trust Company, N.A., acting in its capacity as Escrow Agent (the "Escrow Agent"), in accordance with the terms and conditions of the Escrow Agreement entered into pursuant to Section [__] of the Agreement, and such deposit has been or will be made from the funds described in clause (ii) above in the manner and at the time required by the Agreement and the Escrow Agreement.
(iv) Other Specific Pre-Closing Actions. [Reserved — Insert any additional specific pre-closing actions that the Agreement requires Buyer to perform or certify to, if applicable. Examples may include delivery of employment offer letters, execution of ancillary agreements, delivery of payoff letters, termination of specified contracts, or other actions specifically enumerated in the closing conditions or closing deliverables provisions of the Agreement.]
SECTION 3: CERTIFICATION REGARDING NO LEGAL IMPEDIMENT
The undersigned officer of Buyer hereby certifies that, to the Knowledge of Buyer:
(a) No temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order, decree, ruling, or judgment of any court of competent jurisdiction, governmental authority, regulatory body, or other tribunal (whether federal, state, local, or foreign) is in effect as of the Closing Date that would prevent, enjoin, restrain, or materially delay the consummation of the Transactions contemplated by the Agreement or that would impose any material condition on the consummation of the Transactions that is not contemplated by the Agreement.
(b) No action, suit, claim, investigation, proceeding (whether judicial, administrative, arbitral, or otherwise), or other legal proceeding is pending before any court of competent jurisdiction, governmental authority, regulatory body, or other tribunal that seeks to prevent, enjoin, restrain, or prohibit the consummation of the Closing or the Transactions contemplated by the Agreement, or that seeks to impose any material condition, limitation, or restriction on the consummation of the Transactions that is not contemplated by the Agreement.
(c) To the Knowledge of Buyer, no action, suit, claim, investigation, proceeding, or other legal proceeding of the type described in clause (b) above has been threatened in writing by any Person (including any governmental authority) that would reasonably be expected to prevent, enjoin, restrain, or prohibit the consummation of the Closing or the Transactions contemplated by the Agreement.
(d) No law, statute, rule, regulation, executive order, or governmental directive has been enacted, issued, promulgated, enforced, or entered by any governmental authority after the date of the Agreement that would make the consummation of the Transactions illegal or that would otherwise prohibit, restrain, or materially delay the consummation of the Transactions.
SECTION 4: CERTIFICATION REGARDING ORGANIZATIONAL STANDING AND AUTHORITY
The undersigned officer of Buyer hereby certifies the following with respect to the organizational standing, corporate power, and corporate authority of Buyer:
(a) Due Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and Buyer has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Buyer is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification or licensing, except where the failure to be so qualified, licensed, or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Transactions.
(b) Corporate Power and Authority. Buyer has all requisite corporate power and authority to (i) execute and deliver the Agreement and each ancillary agreement, instrument, certificate, and other document to which Buyer is a party or that is required to be executed and delivered by Buyer in connection with the Transactions (collectively, the "Buyer Transaction Documents"), (ii) perform all of its obligations under the Agreement and each of the Buyer Transaction Documents, and (iii) consummate the Transactions contemplated by the Agreement and the Buyer Transaction Documents.
(c) Due Authorization. All corporate actions on the part of Buyer and its officers, directors, and stockholders necessary for the authorization, execution, delivery, and performance of the Agreement and each of the Buyer Transaction Documents by Buyer, and for the consummation of the Transactions, have been duly and validly taken. Without limitation:
(I) The Board of Directors of Buyer duly adopted resolutions at a meeting duly called and held (or by unanimous written consent in lieu of a meeting) on or about May 20, 2025, authorizing the execution and delivery of the Agreement and the ancillary agreements, approving the Transactions, and designating certain officers of Buyer to execute and deliver all documents and instruments and to take all actions necessary or desirable in connection with the consummation of the Transactions (the "Signing Resolutions"), and such Signing Resolutions remain in full force and effect and have not been amended, modified, rescinded, or revoked in any manner.
(II) To the extent required by the Agreement or deemed advisable by the Board of Directors, the Board of Directors of Buyer has adopted (or will adopt at or prior to the Closing) ratifying resolutions confirming and ratifying the authority of the designated officers to consummate the Transactions and to execute and deliver all Closing deliverables on behalf of Buyer (the "Ratifying Resolutions"), and such Ratifying Resolutions are (or, when adopted, will be) in full force and effect.
(III) No approval of the stockholders of Buyer is required under the General Corporation Law of the State of Delaware, the certificate of incorporation or bylaws of Buyer, or any applicable listing standard of any securities exchange on which the securities of Buyer are listed in connection with the execution and delivery of the Agreement or any Buyer Transaction Document or the consummation of the Transactions.
(d) Enforceability. The Agreement and each of the Buyer Transaction Documents to which Buyer is a party have been (or, at the Closing, will be) duly executed and delivered by Buyer and constitute (or, upon execution and delivery, will constitute) valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
SECTION 5: RELIANCE AND LIMITATIONS
The undersigned officer of Buyer acknowledges and certifies that:
(a) Purpose and Scope. This Certificate is being delivered solely in connection with, and as a condition precedent to, the Closing under the Agreement. This Certificate is furnished to the Company and the Selling Stockholders (and the Stockholder Representative on behalf of the Selling Stockholders) solely for the purpose of satisfying the condition to Closing set forth in Section [__] of Article VII of the Agreement and for no other purpose.
(b) No Expansion of Obligations. Except as expressly set forth in the Agreement, nothing contained in this Certificate shall be deemed to expand, modify, supplement, or otherwise alter the representations, warranties, covenants, agreements, or other obligations of Buyer as set forth in the Agreement. The certifications contained herein are limited to the matters expressly addressed in the Agreement and are subject in all respects to the terms and conditions of the Agreement, including, without limitation, all definitions, qualifications, exceptions, limitations, and other provisions set forth therein. Without limiting the foregoing, the certifications set forth in this Certificate are subject to (i) the disclosures set forth in the Disclosure Schedules delivered by Buyer in connection with the Agreement (as such Disclosure Schedules may have been updated or supplemented in accordance with the terms of the Agreement), and (ii) all limitations on liability, indemnification, and other provisions of the Agreement.
(c) No Third-Party Beneficiaries. This Certificate is not intended to, and shall not, create any rights in or confer any benefits upon any Person other than the Company, the Selling Stockholders, and the Stockholder Representative (each in their capacity as parties to the Agreement), and no Person other than such parties shall be entitled to rely on the certifications set forth herein. Notwithstanding the foregoing, the Financing Sources shall be express third-party beneficiaries of this Certificate solely to the extent, if any, expressly provided in the Agreement.
(d) Knowledge Qualification. Where the certifications set forth herein are qualified by references to "the Knowledge of Buyer," "Buyer's Knowledge," or the "knowledge of the undersigned," such references shall be construed in accordance with the definition of "Knowledge of Buyer" (or "Buyer's Knowledge") as set forth in Section [__] of Article I of the Agreement.
[Guidance Note: Conform the knowledge qualifier to the definition of "Knowledge of Buyer" or "Buyer's Knowledge" as defined in the Agreement. Typically, such definition specifies the actual knowledge, after reasonable inquiry, of certain named individuals (e.g., Margaret "Meg" Alderton, CEO; Rajiv Sundaram, CFO; Elena Vasquez-Bright, General Counsel; Theodore "Ted" Langford, SVP, Corporate Development). Confirm the scope and standard of the knowledge definition before finalizing this Certificate.]
(e) Survival. This Certificate, and the certifications contained herein, shall survive the Closing only to the extent, and for the periods, set forth in the Agreement (including, without limitation, Article IX thereof, relating to indemnification and survival of representations, warranties, covenants, and agreements).
(f) 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 rule or provision (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.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Officer's Certificate on behalf of Cascade Retail Holdings Inc. as of [____], 2025.
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: [Insert Name]
Title: [Insert Title]
[Guidance Note: The signatory should be an authorized officer of Cascade Retail Holdings Inc. designated in the Board resolutions adopted in connection with the Agreement. Appropriate signatories include:
•  Margaret "Meg" Alderton, Chief Executive Officer
•  Rajiv Sundaram, Chief Financial Officer
•  Elena Vasquez-Bright, General Counsel
•  Theodore "Ted" Langford, Senior Vice President, Corporate Development
Confirm that the individual executing this Certificate is expressly authorized to do so under the Signing Resolutions and/or Ratifying Resolutions, as evidenced by the Secretary's Certificate of Cascade Retail Holdings Inc. delivered concurrently herewith at the Closing. The signature should be an original, wet-ink signature or, if permitted under the Agreement and applicable law, an electronic signature in compliance with the requirements of the Agreement.]
EXHIBIT AND ATTACHMENT REFERENCE
[Note: If the Agreement or the closing conditions set forth in Article VII of the Agreement require that specific items be attached to or delivered with this Certificate (e.g., a compliance certificate or confirmation from the Financing Sources regarding the availability of financing, updated or supplemental disclosure schedules, evidence of the deposit of funds with the Escrow Agent, a copy of the board resolutions or Secretary's Certificate, payoff letters, or other Closing deliverables), list those attachments below. If no attachments are required, this section may be deleted from the execution version of this Certificate.]
Exhibit A: [Reserved — Insert description if required by Agreement]
Exhibit B: [Reserved — Insert description if required by Agreement]
Exhibit C: [Reserved — Insert description if required by Agreement]
DRAFTING NOTES AND INSTRUCTIONS (Internal Use Only — Not for Execution — To Be Removed from Final Closing Version)
1. Prepared By: This form Officer's Certificate has been prepared by Calderwood & Harkness LLP, counsel to Cascade Retail Holdings Inc. ("Buyer"), for use at the Closing of the acquisition of NovaMart Global Inc. (the "Company"). The responsible partner is Harrison Wexford, and the lead associate is Derek Okonkwo. All questions regarding this form should be directed to Mr. Wexford (hwexford@calderwoodharkness.com) or Mr. Okonkwo (dokonkwo@calderwoodharkness.com).
2. Cross-Reference to SPA. All defined terms, Article and Section references, and substantive provisions of this Certificate must be cross-referenced to and conformed with the execution version of the Stock Purchase Agreement dated May 20, 2025 (the "SPA"). Key defined terms that must be verified include, without limitation: "Material Adverse Effect," "Knowledge of Buyer" (or "Buyer's Knowledge"), "Purchase Price," "Closing," "Closing Date," "Financing Sources," "Commitment Letter," "Escrow Agreement," and "Escrow Agent." Insert the correct Article and Section numbers in all bracketed cross-references (including Article [__] for Buyer's representations and warranties, Article VI for covenants, Article VII for conditions to Closing, and Article IX for indemnification and survival).
3. Bring-Down Standard. The bring-down standard set forth in Section 1(a) of this Certificate must exactly conform to the language of the applicable closing condition in Article VII of the SPA. Review the specific condition carefully. If the SPA employs a different formulation (e.g., a single "true and correct in all material respects" standard, a "true and correct in all respects except for de minimis exceptions" standard, or a standard that excludes specific fundamental representations), the language of Section 1(a) must be revised accordingly.
4. Covenant Compliance Standard. The covenant compliance standard set forth in Section 2(a) of this Certificate must similarly be conformed to the language of the applicable closing condition. Confirm whether the SPA requires "all material respects" compliance, "all respects" compliance, or some other standard.
5. Financing Confirmation. Section 2(b)(ii) contains detailed financing certification language. Confirm all amounts, facility names, counterparty names, commitment letter references, and other financing details against the actual Commitment Letter, Revolving Credit Facility agreement, and Buyer's cash position. Coordinate with Buyer's treasury team (contact: Rajiv Sundaram, CFO) and Buyer's financing counsel to ensure accuracy.
6. Escrow Deposit. Confirm the escrow deposit amount ($96,000,000, representing 8% of the $1,200,000,000 Purchase Price) against the SPA and the Escrow Agreement. Coordinate with Marlowe Asset Management Trust Company, N.A. (Escrow Agent) and Buyer's treasury team regarding the timing and mechanics of the deposit.
7. Delaware Law Governance. The SPA is governed by the laws of the State of Delaware, and disputes are subject to the exclusive jurisdiction of the Delaware Court of Chancery (or, if the Court of Chancery declines to exercise jurisdiction, the Superior Court of the State of Delaware, or, if no state court in Delaware has jurisdiction, the United States District Court for the District of Delaware). This Certificate is similarly governed by Delaware law. Ensure all certifications and representations are consistent with Delaware corporate law requirements.
8. Timing. This Certificate should be circulated in substantially final form no later than two (2) business days prior to the anticipated Closing Date for review and comment by counsel to the Company and the Selling Stockholders (Whitfield, Park & Associates LLP). The final, execution-ready version should be prepared for signature on the Closing Date itself. Do not execute this Certificate until all conditions to Closing have been satisfied or waived and the parties are prepared to consummate the Closing.
9. Concurrent Deliverables. Confirm that a corresponding Officer's Certificate of NovaMart Global Inc. (certifying the accuracy of the Company's representations and warranties, compliance with the Company's covenants, and related matters) will be delivered concurrently by the Company and/or the Selling Stockholders as a condition to Buyer's obligation to consummate the Closing under Article VII of the SPA. Additionally, confirm that the following documents will be delivered concurrently with this Certificate at the Closing, to the extent required by the SPA:
•  Secretary's Certificate of Cascade Retail Holdings Inc. (with attached resolutions and incumbency certificate)
•  Good Standing Certificate of Cascade Retail Holdings Inc. from the Delaware Secretary of State (dated within five (5) business days prior to the Closing Date)
•  Executed counterparts of the Escrow Agreement
•  Evidence of the availability of financing (if required to be separately delivered)
•  Such other Closing deliverables as are required to be delivered by Buyer under the SPA
10. Removal of Drafting Notes. All drafting notes, guidance notes, instructions, and bracketed placeholders must be removed from the final execution version of this Certificate. The watermark, internal header/footer references to privilege, and any other markings indicating draft status must also be removed prior to execution and delivery.
[End of Form — Officer's Certificate of Cascade Retail Holdings Inc.]

OFFICER'S CERTIFICATE OF CASCADE RETAIL HOLDINGS INC.

INTRODUCTORY RECITALS

SECTION 1: CERTIFICATION OF ACCURACY OF REPRESENTATIONS AND WARRANTIES

SECTION 2: CERTIFICATION OF COMPLIANCE WITH COVENANTS

SECTION 3: CERTIFICATION REGARDING NO LEGAL IMPEDIMENT

SECTION 4: CERTIFICATION REGARDING ORGANIZATIONAL STANDING AND AUTHORITY

SECTION 5: RELIANCE AND LIMITATIONS

CASCADE RETAIL HOLDINGS INC.

EXHIBIT AND ATTACHMENT REFERENCE

Record

Parties

Dates

Amounts