1038-00009 · Client 1038 · Closing

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

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OFFICER'S CERTIFICATE OF NOVAMART GLOBAL INC.

Delivered Pursuant to Section 7.02 of the Stock Purchase Agreement

[FORM]

The undersigned, a duly authorized officer of NovaMart Global Inc., a Delaware corporation (the "Company"), hereby certifies as follows in connection with the Stock Purchase Agreement, dated as of May 20, 2025 (as it may be amended, restated, 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"), the Company, and the Selling Stockholders party thereto, including 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 identified on Annex A to the Agreement (collectively, the "Selling Stockholders").

The undersigned is the [●] of the Company, duly authorized to execute and deliver this Officer's Certificate (this "Certificate") on behalf of the Company. This Certificate is being delivered pursuant to Section 7.02 of the Agreement as a condition to the obligations of the Buyer to consummate the Closing (as defined in the Agreement). The delivery of this Certificate is a condition precedent to Buyer's obligation to consummate the transactions contemplated by the Agreement, and Buyer is entitled to rely on the certifications contained herein in connection with the Closing.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. The Agreement is governed by the laws of the State of Delaware, without regard to conflicts of law principles thereof that would result in the application of the law of any other jurisdiction, and this Certificate shall be interpreted consistently therewith.

Section 1. Definitions and Interpretation

1.1 All capitalized terms used in this Certificate and not otherwise defined herein shall have the meanings set forth in the Stock Purchase Agreement, dated as of May 20, 2025, by and among Buyer, the Company, and the Selling Stockholders. In the event of any conflict between the terms used herein and the definitions set forth in the Agreement, the definitions in the Agreement shall control.

1.2 For purposes of this Certificate, the following terms shall have the meanings set forth below:

(a) "Company" means NovaMart Global Inc., a Delaware corporation, with its principal executive offices located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701.

(b) "Buyer" means Cascade Retail Holdings Inc., a Delaware corporation, with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119.

(c) "Selling Stockholders" means, collectively, 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 management and employee stockholders identified on Annex A to the Agreement.

(d) "Closing" means the closing of the transactions contemplated by the Agreement, including the sale and transfer of 100% of the issued and outstanding capital stock of the Company by the Selling Stockholders to the Buyer.

(e) "Closing Date" means [●], 2025.

1.3 The rules of construction and interpretation set forth in Section 1.02 of the Agreement are hereby incorporated by reference and shall apply to the interpretation of this Certificate, mutatis mutandis.

Section 2. Authority and Capacity of the Certifying Officer

2.1 The undersigned is the [●] of the Company, duly elected and currently serving in such capacity, and is duly authorized to execute and deliver this Certificate on behalf of the Company. The undersigned has been authorized by the Board of Directors of the Company to deliver this Certificate in connection with the Closing of the transactions contemplated by the Agreement.

2.2 The undersigned has personal knowledge of, or has made due inquiry with respect to, each of the matters certified herein. In making such inquiry, the undersigned has consulted with, as appropriate, the executive officers, senior management, and professional advisors of the Company, including the Company's outside legal counsel, Davenport & Haines LLP, and the Company's independent accountants, and has reviewed such books, records, and documents of the Company as the undersigned deemed necessary or appropriate to support the certifications set forth herein.

2.3 The undersigned is delivering this Certificate solely in his/her official capacity as an officer of the Company and not in his/her individual capacity, except to the extent that such officer is also a Selling Stockholder under the Agreement, in which case nothing herein shall be deemed to modify such individual's obligations or liabilities in his/her capacity as a Selling Stockholder. The certifications contained herein are made on behalf of the Company and, where expressly so stated, reflect matters within the knowledge of the undersigned as defined herein and in the Agreement.

Section 3. Certification Regarding Representations and Warranties of the Company

3.1 The undersigned hereby certifies that the representations and warranties of the Company set forth in Article III of the Agreement (other than the Fundamental Representations of the Company, which are addressed in Section 3.2 below) are true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein) as of the Closing Date as though made on and as of the Closing Date, except:

(a) for representations and warranties that by their terms are made as of a specific date, which representations and warranties are true and correct in all respects as of such specific date; and

(b) where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

3.2 The undersigned hereby certifies that the Fundamental Representations of the Company (as defined in the Agreement, including, without limitation, the representations and warranties set forth in Section 3.01 (Organization and Good Standing), Section 3.02 (Authorization and Enforceability), Section 3.03 (Capitalization), Section 3.04 (No Conflicts Requiring Consent), and Section 3.22 (Brokers and Finders, including the confirmation that no broker or finder fees are payable other than to Pemberton Strauss Advisory LLC)) are true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except for representations and warranties that by their terms are made as of a specific date, which representations and warranties are true and correct in all material respects as of such specific date.

3.3 The bring-down certifications set forth in Sections 3.1 and 3.2 above are intended to satisfy the condition to Closing set forth in Section 7.02(a) of the Agreement and are subject to the same materiality, knowledge, and other limitations set forth in the Agreement with respect to such representations and warranties.

Section 4. Certification Regarding Representations and Warranties of the Selling Stockholders

4.1 The undersigned hereby certifies that, to the knowledge of the undersigned, the representations and warranties of the Selling Stockholders set forth in Article IV of the Agreement (other than the Fundamental Representations of the Selling Stockholders, which are addressed in Section 4.2 below) are true and correct in all respects (without giving effect to any materiality qualifiers contained therein) as of the Closing Date as though made on and as of the Closing Date, except:

(a) for representations and warranties that by their terms are made as of a specific date, which representations and warranties are true and correct in all respects as of such specific date; and

(b) where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Selling Stockholders to consummate the transactions contemplated by the Agreement.

4.2 The undersigned hereby certifies that, to the knowledge of the undersigned, the Fundamental Representations of the Selling Stockholders (as defined in the Agreement, including, without limitation, the representations and warranties set forth in Section 4.01 (Ownership of Shares), Section 4.02 (Authority to Sell), Section 4.03 (Title to Shares), and Section 4.04 (No Encumbrances)) are true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except for representations and warranties that by their terms are made as of a specific date, which representations and warranties are true and correct in all material respects as of such specific date.

4.3 As of the date of this Certificate, the ownership of the issued and outstanding capital stock of the Company is held by the Selling Stockholders as follows:

(a) Ridgeline Equity Partners, LP — approximately 41.2% of the issued and outstanding capital stock of the Company;

(b) Brindoval Ventures Fund III, LP — approximately 22.8% of the issued and outstanding capital stock of the Company;

(d) Priya Narasimhan — approximately 8.3% of the issued and outstanding capital stock of the Company; and

(e) Other management and employee stockholders — approximately 9.2% of the issued and outstanding capital stock of the Company, in aggregate (including shares issuable upon exercise of vested stock options),

totaling 100% of the issued and outstanding capital stock of the Company. Such ownership percentages are based on the final capitalization table of the Company and are subject to confirmation pursuant to the procedures set forth in the Agreement.

Section 5. Certification Regarding Compliance with Covenants — Company Covenants

5.1 The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by the Company at or prior to the Closing, including, without limitation, the following:

(a) Section 6.01 (Interim Operating Covenants). The Company has conducted its business in the ordinary course of business consistent with past practice from the date of the Agreement (May 20, 2025) through the Closing Date, and has not taken any action that would require the consent of the Buyer under Section 6.01 of the Agreement without having first obtained such consent in writing. The Company has used commercially reasonable efforts to preserve intact its business organization, to keep available the services of its current officers and key employees, and to preserve its relationships with customers, suppliers, licensors, licensees, and other persons with which it has significant business dealings. The Company has not declared or paid any dividends or made any other distributions on its capital stock, has not issued or authorized the issuance of any additional equity securities (other than upon the exercise of outstanding stock options in accordance with their terms), and has not entered into or amended any material contract outside the ordinary course of business, in each case without the prior written consent of Buyer.

(b) Section 6.02 (Access and Information). The Company has provided Buyer and its representatives, including Buyer's legal counsel, Calderwood & Harkness LLP, and Buyer's financial and accounting advisors, with reasonable access during normal business hours to the Company's properties, offices, books, records, contracts, and personnel as required by Section 6.02 of the Agreement. The Company has cooperated with Buyer's confirmatory due diligence efforts and has made available such additional information as Buyer has reasonably requested from time to time during the period from signing through the Closing Date.

(c) Section 6.03 (Commercially Reasonable Efforts to Consummate). The Company has used commercially reasonable efforts to satisfy the conditions to the Closing set forth in Article VII of the Agreement, including cooperating fully with Buyer in connection with compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). Without limiting the generality of the foregoing, the Company has timely filed its notification and report form under the HSR Act, has cooperated with Buyer in responding to the Second Request issued by the Antitrust Division of the United States Department of Justice on May 8, 2025, and has used commercially reasonable efforts to obtain the expiration or early termination of the applicable waiting period under the HSR Act.

(d) Section 6.04 (Third-Party Consents). The Company has used commercially reasonable efforts to obtain all third-party consents, approvals, waivers, and authorizations required in connection with the change of control resulting from the transactions contemplated by the Agreement. The Company has identified approximately thirty-four (34) contracts containing change of control provisions, and has diligently pursued and, where applicable, obtained the necessary consents from the counterparties thereto. A summary of the status of such consents as of the Closing Date is reflected in the change of control consent tracker previously delivered to Buyer.

(e) Section 6.05 (Notification of Certain Matters). The Company has promptly notified Buyer of any event, condition, fact, circumstance, or development that has come to the attention of the Company and that would reasonably be expected to result in any condition to the Closing set forth in Article VII of the Agreement not being satisfied, or that would reasonably be expected to give rise to any breach of any representation, warranty, covenant, or agreement of the Company or the Selling Stockholders contained in the Agreement.

(f) Section 6.09 (Pre-Closing Tax Matters). The Company has complied with its obligations under Section 6.09 of the Agreement regarding pre-closing tax filings and payments. Specifically, the Company has (i) prepared and timely filed (or caused to be filed) all Tax Returns required to be filed by the Company or any of its Subsidiaries for any Pre-Closing Tax Period on or prior to the Closing Date in a manner consistent with past practice (except as otherwise required by applicable law), (ii) timely paid (or caused to be paid) all Taxes due and payable with respect to such Tax Returns, and (iii) not made or changed any Tax election, amended any Tax Return, settled or compromised any Tax claim or assessment, or entered into any closing agreement with respect to Taxes, in each case without the prior written consent of Buyer.

Section 6. Certification Regarding Compliance with Covenants — Selling Stockholders' Covenants

6.1 The undersigned hereby certifies that, to the knowledge of the undersigned, each of the Selling Stockholders has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by such Selling Stockholder at or prior to the Closing, including, without limitation, the following:

(a) Stockholder Written Consent. Each of the Selling Stockholders has duly executed and delivered (or has caused to be duly executed and delivered) the Stockholder Written Consent approving the transactions contemplated by the Agreement, including the sale and transfer of 100% of the issued and outstanding capital stock of the Company to Buyer, in accordance with Section 228 of the Delaware General Corporation Law (the "DGCL") and the certificate of incorporation and bylaws of the Company. The Stockholder Written Consent has been duly executed by the holders of not less than the requisite percentage of the outstanding voting power of the Company necessary to approve the transactions, and such consent remains in full force and effect as of the Closing Date.

(b) Change of Control Consent Cooperation. Each of the Selling Stockholders has cooperated with the Company and Buyer in connection with the process of obtaining all third-party consents, approvals, waivers, and authorizations required in connection with the change of control resulting from the transactions contemplated by the Agreement, to the extent such cooperation has been requested of or reasonably required from such Selling Stockholder.

(c) Delivery of Stock Certificates and Stock Powers. Each of the Selling Stockholders has delivered (or stands ready to deliver at the Closing) stock certificates representing such Selling Stockholder's shares of capital stock of the Company, together with properly executed stock powers in blank or other instruments of transfer, and duly executed letters of transmittal, to Continental Stocktransfer & Trust, Inc. (in its capacity as transfer agent for the Company) or directly to Buyer, as applicable, in each case sufficient to transfer all right, title, and interest in and to such shares to Buyer at the Closing free and clear of all Liens (other than restrictions arising under applicable securities laws).

Section 7. No Material Adverse Effect

7.1 The undersigned hereby certifies that, since the date of the Agreement (May 20, 2025) through and including the Closing Date, no event, change, occurrence, effect, condition, development, 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 Company, as the term "Material Adverse Effect" is defined in Section 1.01 of the Agreement.

7.2 Without limiting the generality of the foregoing certification, the undersigned confirms that, since the date of the Agreement through the Closing Date, the Company and its Subsidiaries have operated their respective businesses in the ordinary course consistent with past practice, and there has been no material deterioration in the financial condition, results of operations, assets, liabilities, or business prospects of the Company and its Subsidiaries, taken as a whole, other than as may be attributable to changes in general economic conditions, changes in conditions generally applicable to the industries in which the Company operates, or other matters expressly excluded from the definition of "Material Adverse Effect" under the Agreement.

Section 8. No Legal Proceedings

8.1 The undersigned hereby certifies that, as of the Closing Date, there is no Action (as defined in the Agreement) pending or, to the knowledge of the undersigned, threatened in writing against the Company, any of its Subsidiaries, or any Selling Stockholder (in his, her, or its capacity as a stockholder of the Company) that:

(a) challenges or seeks to restrain, prohibit, delay, or enjoin the consummation of the transactions contemplated by the Agreement, or seeks monetary damages or other relief in connection therewith; or

(b) would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company.

8.2 For purposes of clarity, the term "Action" includes any claim, action, suit, arbitration, proceeding, hearing, investigation, charge, complaint, demand, or notice by or before any governmental authority, court, arbitral body, or other tribunal of competent jurisdiction.

Section 9. Closing Deliverables Confirmation

9.1 The undersigned hereby certifies that the Company has delivered or stands ready to deliver (or cause to be delivered) at the Closing all items required to be delivered by or on behalf of the Company and the Selling Stockholders under Section 7.02 of the Agreement, including, without limitation, the following:

(a) This Officer's Certificate, duly executed and delivered by the undersigned on behalf of the Company.

(b) A Secretary's Certificate of the Company, duly executed by the Secretary or an Assistant Secretary of the Company, with the following attachments: (i) a certified copy of the Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date; (ii) a certified copy of the Bylaws of the Company, as amended and in effect as of the Closing Date; (iii) a certified copy of the Stockholder Written Consent approving the transactions contemplated by the Agreement; and (iv) an officer incumbency certificate evidencing the authority of each officer of the Company executing any document in connection with the Closing.

(c) Good standing certificates (or equivalent certificates of status) issued by the Secretary of State of the State of Delaware (the Company's state of incorporation) and the Secretary of State (or equivalent governmental authority) of the State of Texas and each other state in which the Company is qualified to do business as a foreign corporation, including the States of California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington, in each case dated not more than ten (10) business days prior to the Closing Date.

(d) A FIRPTA Non-Foreign Person Certificate, substantially in the form contemplated by the Agreement, duly executed by an authorized officer of the Company, certifying that the Company (EIN: 84-3291547) is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, and providing such other information as may be required to establish Buyer's exemption from withholding obligations under Section 1445.

(e) Duly executed stock powers (endorsed in blank) and letters of transmittal from each Selling Stockholder, together with the original stock certificates (or, in the case of lost certificates, duly executed affidavits of lost certificate and indemnity agreements in customary form) representing 100% of the issued and outstanding capital stock of the Company.

(f) A payoff letter from Ashford Savings Bank, N.A. (the "Existing Lender"), in form and substance reasonably satisfactory to Buyer, setting forth the aggregate amount necessary to satisfy in full all outstanding obligations under the Company's existing $150,000,000 revolving credit facility with the Existing Lender, together with evidence that, upon receipt of such payoff amount, the Existing Lender will release all Liens on the assets of the Company and its Subsidiaries and will deliver or file UCC-3 termination statements and such other lien release documentation as may be necessary to evidence the release of such Liens.

(g) Duly executed employment agreements of Julian Reeves (as Chief Executive Officer) and Priya Narasimhan (as Chief Technology Officer) with Buyer (or its designated affiliate), in each case in the form previously agreed upon by the parties and annexed to the Agreement.

(h) All third-party consents, approvals, waivers, and authorizations obtained by the Company as of the Closing Date in connection with the change of control resulting from the transactions contemplated by the Agreement, together with an updated change of control consent tracker reflecting the status of each such consent.

(i) Such other certificates, instruments, documents, and items as Buyer has reasonably requested pursuant to Section 7.02 of the Agreement in order to consummate the transactions contemplated thereby.

Section 10. Escrow and Purchase Price Matters

10.1 The undersigned acknowledges and confirms that the aggregate purchase price payable by Buyer for 100% of the issued and outstanding capital stock of the Company is One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Purchase Price"), subject to adjustment as provided in Article II of the Agreement.

10.2 The undersigned further acknowledges that, pursuant to Section 2.06 of the Agreement and the Escrow Agreement entered into among Buyer, Ridgeline Equity Partners, LP (in its capacity as the Stockholder Representative), and Marlowe Asset Management Trust Company, N.A. (in its capacity as the Escrow Agent), Ninety-Six Million Dollars ($96,000,000), representing eight percent (8%) of the Purchase Price, will be deposited by Buyer into escrow with Marlowe Asset Management Trust Company, N.A. at the Closing (the "Escrow Amount"). The Escrow Amount shall be held and disbursed by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement, and shall serve as security for the indemnification obligations of the Selling Stockholders under Article IX of the Agreement.

10.3 The undersigned acknowledges that the net cash amount payable to the Selling Stockholders at the Closing (after deduction of the Escrow Amount) is One Billion One Hundred Four Million Dollars ($1,104,000,000), subject to adjustment pursuant to the estimated working capital calculation set forth in Section 2.04 of the Agreement. The target net working capital of the Company is Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000) (the "Target Working Capital"), with a collar of plus or minus Five Million Dollars ($5,000,000). To the extent that the estimated net working capital of the Company as of the Closing Date exceeds the upper bound of the collar (i.e., $83,500,000), the Purchase Price payable at Closing shall be increased on a dollar-for-dollar basis, and to the extent that the estimated net working capital is less than the lower bound of the collar (i.e., $73,500,000), the Purchase Price payable at Closing shall be decreased on a dollar-for-dollar basis. If the estimated net working capital falls within the collar, no adjustment shall be made at Closing with respect to working capital. The final working capital adjustment shall be determined in accordance with the post-closing true-up procedures set forth in Section 2.05 of the Agreement.

Section 11. Knowledge Qualification

11.1 As used in this Certificate, the terms "knowledge of the undersigned," "to the knowledge of the Company," and words of similar import shall mean the actual knowledge of the following individuals, in each case after reasonable inquiry of their respective direct reports:

(a) Julian Reeves, Chief Executive Officer of the Company;

(b) Priya Narasimhan, Chief Technology Officer of the Company;

(d) Amanda Trevino, General Counsel of the Company.

11.2 The knowledge qualification set forth in Section 11.1 above is consistent with, and is intended to be co-extensive with, the definition of "Knowledge of the Company" set forth in Section 1.01 of the Agreement. Nothing in this Certificate shall be deemed to expand or limit the scope of such knowledge qualification as defined in the Agreement.

Section 12. Reliance and Limitation

12.1 This Certificate is being delivered solely for the benefit of Buyer in connection with the Closing of the transactions contemplated by the Agreement. Buyer is entitled to rely on the certifications contained herein in determining whether the conditions to Buyer's obligation to consummate the Closing set forth in Section 7.02 of the Agreement have been satisfied.

12.2 This Certificate does not create any rights in any third party, including any Selling Stockholder, any creditor of the Company, or any other person or entity not a party to the Agreement, and no such third party shall be entitled to rely on or enforce any provision of this Certificate.

12.3 Nothing in this Certificate shall be deemed to limit, modify, expand, or otherwise affect the representations, warranties, covenants, agreements, or indemnification obligations set forth in the Agreement, including, without limitation:

(a) the indemnification cap of Two Hundred Sixteen Million Dollars ($216,000,000), representing eighteen percent (18%) of the Purchase Price, as set forth in Section 9.04(a) of the Agreement;

(b) the twenty-four (24) month survival period applicable to the general representations and warranties of the Company and the Selling Stockholders, as set forth in Section 9.01(a) of the Agreement;

(c) the indefinite survival period applicable to the Fundamental Representations of the Company and the Fundamental Representations of the Selling Stockholders, as set forth in Section 9.01(b) of the Agreement; and

(d) the survival period of sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof) applicable to the tax representations set forth in Section 3.17 of the Agreement, as set forth in Section 9.01(c) of the Agreement.

12.4 The undersigned's liability with respect to the certifications contained herein is subject to and governed exclusively by Article IX of the Agreement, and the undersigned shall not have any personal liability hereunder except to the extent expressly provided in the Agreement. The certifications set forth herein are made by the undersigned in his/her capacity as an officer of the Company and, except as otherwise expressly provided in the Agreement, shall not give rise to any individual liability on the part of the undersigned.

Section 13. Governing Law

13.1 This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction.

13.2 Any dispute, claim, or controversy arising out of or relating to this Certificate shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state court or federal court located in the State of Delaware), consistent with the dispute resolution and forum selection provisions set forth in Section 11.09 of the Agreement. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts and irrevocably waives any objection to the laying of venue in such courts or any claim that any such court is an inconvenient forum.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Officer's Certificate as of the date set forth below.

NOVAMART GLOBAL INC.

By: ________

Name: [●]

Title: [●]

Date: [●], 2025

[Anticipated signatory: Julian Reeves, Chief Executive Officer; Douglas "Doug" Whitfield, Chief Financial Officer; or Amanda Trevino, General Counsel — to be confirmed at Closing.]

EXHIBIT A

LIST OF SELLING STOCKHOLDERS AND OWNERSHIP PERCENTAGES

The following table sets forth the ownership of the issued and outstanding capital stock of NovaMart Global Inc. by the Selling Stockholders as of the Closing Date:

Note: Final share counts and percentage ownership figures are to be confirmed at the Closing based on the Company's final capitalization table as of the Closing Date, giving effect to any exercises of stock options, conversions, or other changes in the capital stock of the Company occurring between the date of the Agreement (May 20, 2025) and the Closing Date. To the extent any stock options are exercised between signing and Closing, the number of shares set forth above and the corresponding ownership percentages shall be updated accordingly, and such exercising option holders shall be deemed Selling Stockholders for all purposes of the Agreement. The stockholder names listed under "Other Management and Employee Stockholders" are set forth in detail on Annex A to the Agreement.

Selling Stockholder	Number of Shares	Approximate Percentage Ownership
Ridgeline Equity Partners, LP	[●]	41.2%
Brindoval Ventures Fund III, LP	[●]	22.8%
Julian Reeves	[●]	18.5%
Priya Narasimhan	[●]	8.3%
Other Management and Employee Stockholders (in aggregate, including shares issuable upon exercise of vested stock options)	[●]	9.2%
Total	[●]	100.0%

OFFICER'S CERTIFICATE OF NOVAMART GLOBAL INC.
Delivered Pursuant to Section 7.02 of the Stock Purchase Agreement
[FORM]
The undersigned, a duly authorized officer of NovaMart Global Inc., a Delaware corporation (the "Company"), hereby certifies as follows in connection with the Stock Purchase Agreement, dated as of May 20, 2025 (as it may be amended, restated, 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"), the Company, and the Selling Stockholders party thereto, including 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 identified on Annex A to the Agreement (collectively, the "Selling Stockholders").
The undersigned is the [●] of the Company, duly authorized to execute and deliver this Officer's Certificate (this "Certificate") on behalf of the Company. This Certificate is being delivered pursuant to Section 7.02 of the Agreement as a condition to the obligations of the Buyer to consummate the Closing (as defined in the Agreement). The delivery of this Certificate is a condition precedent to Buyer's obligation to consummate the transactions contemplated by the Agreement, and Buyer is entitled to rely on the certifications contained herein in connection with the Closing.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. The Agreement is governed by the laws of the State of Delaware, without regard to conflicts of law principles thereof that would result in the application of the law of any other jurisdiction, and this Certificate shall be interpreted consistently therewith.
Section 1. Definitions and Interpretation
1.1 All capitalized terms used in this Certificate and not otherwise defined herein shall have the meanings set forth in the Stock Purchase Agreement, dated as of May 20, 2025, by and among Buyer, the Company, and the Selling Stockholders. In the event of any conflict between the terms used herein and the definitions set forth in the Agreement, the definitions in the Agreement shall control.
1.2 For purposes of this Certificate, the following terms shall have the meanings set forth below:
(a) "Company" means NovaMart Global Inc., a Delaware corporation, with its principal executive offices located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701.
(b) "Buyer" means Cascade Retail Holdings Inc., a Delaware corporation, with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119.
(c) "Selling Stockholders" means, collectively, 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 management and employee stockholders identified on Annex A to the Agreement.
(d) "Closing" means the closing of the transactions contemplated by the Agreement, including the sale and transfer of 100% of the issued and outstanding capital stock of the Company by the Selling Stockholders to the Buyer.
(e) "Closing Date" means [●], 2025.
1.3 The rules of construction and interpretation set forth in Section 1.02 of the Agreement are hereby incorporated by reference and shall apply to the interpretation of this Certificate, mutatis mutandis.
Section 2. Authority and Capacity of the Certifying Officer
2.1 The undersigned is the [●] of the Company, duly elected and currently serving in such capacity, and is duly authorized to execute and deliver this Certificate on behalf of the Company. The undersigned has been authorized by the Board of Directors of the Company to deliver this Certificate in connection with the Closing of the transactions contemplated by the Agreement.
2.2 The undersigned has personal knowledge of, or has made due inquiry with respect to, each of the matters certified herein. In making such inquiry, the undersigned has consulted with, as appropriate, the executive officers, senior management, and professional advisors of the Company, including the Company's outside legal counsel, Davenport & Haines LLP, and the Company's independent accountants, and has reviewed such books, records, and documents of the Company as the undersigned deemed necessary or appropriate to support the certifications set forth herein.
2.3 The undersigned is delivering this Certificate solely in his/her official capacity as an officer of the Company and not in his/her individual capacity, except to the extent that such officer is also a Selling Stockholder under the Agreement, in which case nothing herein shall be deemed to modify such individual's obligations or liabilities in his/her capacity as a Selling Stockholder. The certifications contained herein are made on behalf of the Company and, where expressly so stated, reflect matters within the knowledge of the undersigned as defined herein and in the Agreement.
Section 3. Certification Regarding Representations and Warranties of the Company
3.1 The undersigned hereby certifies that the representations and warranties of the Company set forth in Article III of the Agreement (other than the Fundamental Representations of the Company, which are addressed in Section 3.2 below) are true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein) as of the Closing Date as though made on and as of the Closing Date, except:
(a) for representations and warranties that by their terms are made as of a specific date, which representations and warranties are true and correct in all respects as of such specific date; and
(b) where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
3.2 The undersigned hereby certifies that the Fundamental Representations of the Company (as defined in the Agreement, including, without limitation, the representations and warranties set forth in Section 3.01 (Organization and Good Standing), Section 3.02 (Authorization and Enforceability), Section 3.03 (Capitalization), Section 3.04 (No Conflicts Requiring Consent), and Section 3.22 (Brokers and Finders, including the confirmation that no broker or finder fees are payable other than to Pemberton Strauss Advisory LLC)) are true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except for representations and warranties that by their terms are made as of a specific date, which representations and warranties are true and correct in all material respects as of such specific date.
3.3 The bring-down certifications set forth in Sections 3.1 and 3.2 above are intended to satisfy the condition to Closing set forth in Section 7.02(a) of the Agreement and are subject to the same materiality, knowledge, and other limitations set forth in the Agreement with respect to such representations and warranties.
Section 4. Certification Regarding Representations and Warranties of the Selling Stockholders
4.1 The undersigned hereby certifies that, to the knowledge of the undersigned, the representations and warranties of the Selling Stockholders set forth in Article IV of the Agreement (other than the Fundamental Representations of the Selling Stockholders, which are addressed in Section 4.2 below) are true and correct in all respects (without giving effect to any materiality qualifiers contained therein) as of the Closing Date as though made on and as of the Closing Date, except:
(a) for representations and warranties that by their terms are made as of a specific date, which representations and warranties are true and correct in all respects as of such specific date; and
(b) where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Selling Stockholders to consummate the transactions contemplated by the Agreement.
4.2 The undersigned hereby certifies that, to the knowledge of the undersigned, the Fundamental Representations of the Selling Stockholders (as defined in the Agreement, including, without limitation, the representations and warranties set forth in Section 4.01 (Ownership of Shares), Section 4.02 (Authority to Sell), Section 4.03 (Title to Shares), and Section 4.04 (No Encumbrances)) are true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except for representations and warranties that by their terms are made as of a specific date, which representations and warranties are true and correct in all material respects as of such specific date.
4.3 As of the date of this Certificate, the ownership of the issued and outstanding capital stock of the Company is held by the Selling Stockholders as follows:
(a) Ridgeline Equity Partners, LP — approximately 41.2% of the issued and outstanding capital stock of the Company;
(b) Brindoval Ventures Fund III, LP — approximately 22.8% of the issued and outstanding capital stock of the Company;
(c) Julian Reeves — approximately 18.5% of the issued and outstanding capital stock of the Company;
(d) Priya Narasimhan — approximately 8.3% of the issued and outstanding capital stock of the Company; and
(e) Other management and employee stockholders — approximately 9.2% of the issued and outstanding capital stock of the Company, in aggregate (including shares issuable upon exercise of vested stock options),
totaling 100% of the issued and outstanding capital stock of the Company. Such ownership percentages are based on the final capitalization table of the Company and are subject to confirmation pursuant to the procedures set forth in the Agreement.
Section 5. Certification Regarding Compliance with Covenants — Company Covenants
5.1 The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by the Company at or prior to the Closing, including, without limitation, the following:
(a) Section 6.01 (Interim Operating Covenants). The Company has conducted its business in the ordinary course of business consistent with past practice from the date of the Agreement (May 20, 2025) through the Closing Date, and has not taken any action that would require the consent of the Buyer under Section 6.01 of the Agreement without having first obtained such consent in writing. The Company has used commercially reasonable efforts to preserve intact its business organization, to keep available the services of its current officers and key employees, and to preserve its relationships with customers, suppliers, licensors, licensees, and other persons with which it has significant business dealings. The Company has not declared or paid any dividends or made any other distributions on its capital stock, has not issued or authorized the issuance of any additional equity securities (other than upon the exercise of outstanding stock options in accordance with their terms), and has not entered into or amended any material contract outside the ordinary course of business, in each case without the prior written consent of Buyer.
(b) Section 6.02 (Access and Information). The Company has provided Buyer and its representatives, including Buyer's legal counsel, Calderwood & Harkness LLP, and Buyer's financial and accounting advisors, with reasonable access during normal business hours to the Company's properties, offices, books, records, contracts, and personnel as required by Section 6.02 of the Agreement. The Company has cooperated with Buyer's confirmatory due diligence efforts and has made available such additional information as Buyer has reasonably requested from time to time during the period from signing through the Closing Date.
(c) Section 6.03 (Commercially Reasonable Efforts to Consummate). The Company has used commercially reasonable efforts to satisfy the conditions to the Closing set forth in Article VII of the Agreement, including cooperating fully with Buyer in connection with compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). Without limiting the generality of the foregoing, the Company has timely filed its notification and report form under the HSR Act, has cooperated with Buyer in responding to the Second Request issued by the Antitrust Division of the United States Department of Justice on May 8, 2025, and has used commercially reasonable efforts to obtain the expiration or early termination of the applicable waiting period under the HSR Act.
(d) Section 6.04 (Third-Party Consents). The Company has used commercially reasonable efforts to obtain all third-party consents, approvals, waivers, and authorizations required in connection with the change of control resulting from the transactions contemplated by the Agreement. The Company has identified approximately thirty-four (34) contracts containing change of control provisions, and has diligently pursued and, where applicable, obtained the necessary consents from the counterparties thereto. A summary of the status of such consents as of the Closing Date is reflected in the change of control consent tracker previously delivered to Buyer.
(e) Section 6.05 (Notification of Certain Matters). The Company has promptly notified Buyer of any event, condition, fact, circumstance, or development that has come to the attention of the Company and that would reasonably be expected to result in any condition to the Closing set forth in Article VII of the Agreement not being satisfied, or that would reasonably be expected to give rise to any breach of any representation, warranty, covenant, or agreement of the Company or the Selling Stockholders contained in the Agreement.
(f) Section 6.09 (Pre-Closing Tax Matters). The Company has complied with its obligations under Section 6.09 of the Agreement regarding pre-closing tax filings and payments. Specifically, the Company has (i) prepared and timely filed (or caused to be filed) all Tax Returns required to be filed by the Company or any of its Subsidiaries for any Pre-Closing Tax Period on or prior to the Closing Date in a manner consistent with past practice (except as otherwise required by applicable law), (ii) timely paid (or caused to be paid) all Taxes due and payable with respect to such Tax Returns, and (iii) not made or changed any Tax election, amended any Tax Return, settled or compromised any Tax claim or assessment, or entered into any closing agreement with respect to Taxes, in each case without the prior written consent of Buyer.
Section 6. Certification Regarding Compliance with Covenants — Selling Stockholders' Covenants
6.1 The undersigned hereby certifies that, to the knowledge of the undersigned, each of the Selling Stockholders has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by such Selling Stockholder at or prior to the Closing, including, without limitation, the following:
(a) Stockholder Written Consent. Each of the Selling Stockholders has duly executed and delivered (or has caused to be duly executed and delivered) the Stockholder Written Consent approving the transactions contemplated by the Agreement, including the sale and transfer of 100% of the issued and outstanding capital stock of the Company to Buyer, in accordance with Section 228 of the Delaware General Corporation Law (the "DGCL") and the certificate of incorporation and bylaws of the Company. The Stockholder Written Consent has been duly executed by the holders of not less than the requisite percentage of the outstanding voting power of the Company necessary to approve the transactions, and such consent remains in full force and effect as of the Closing Date.
(b) Change of Control Consent Cooperation. Each of the Selling Stockholders has cooperated with the Company and Buyer in connection with the process of obtaining all third-party consents, approvals, waivers, and authorizations required in connection with the change of control resulting from the transactions contemplated by the Agreement, to the extent such cooperation has been requested of or reasonably required from such Selling Stockholder.
(c) Delivery of Stock Certificates and Stock Powers. Each of the Selling Stockholders has delivered (or stands ready to deliver at the Closing) stock certificates representing such Selling Stockholder's shares of capital stock of the Company, together with properly executed stock powers in blank or other instruments of transfer, and duly executed letters of transmittal, to Continental Stocktransfer & Trust, Inc. (in its capacity as transfer agent for the Company) or directly to Buyer, as applicable, in each case sufficient to transfer all right, title, and interest in and to such shares to Buyer at the Closing free and clear of all Liens (other than restrictions arising under applicable securities laws).
Section 7. No Material Adverse Effect
7.1 The undersigned hereby certifies that, since the date of the Agreement (May 20, 2025) through and including the Closing Date, no event, change, occurrence, effect, condition, development, 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 Company, as the term "Material Adverse Effect" is defined in Section 1.01 of the Agreement.
7.2 Without limiting the generality of the foregoing certification, the undersigned confirms that, since the date of the Agreement through the Closing Date, the Company and its Subsidiaries have operated their respective businesses in the ordinary course consistent with past practice, and there has been no material deterioration in the financial condition, results of operations, assets, liabilities, or business prospects of the Company and its Subsidiaries, taken as a whole, other than as may be attributable to changes in general economic conditions, changes in conditions generally applicable to the industries in which the Company operates, or other matters expressly excluded from the definition of "Material Adverse Effect" under the Agreement.
Section 8. No Legal Proceedings
8.1 The undersigned hereby certifies that, as of the Closing Date, there is no Action (as defined in the Agreement) pending or, to the knowledge of the undersigned, threatened in writing against the Company, any of its Subsidiaries, or any Selling Stockholder (in his, her, or its capacity as a stockholder of the Company) that:
(a) challenges or seeks to restrain, prohibit, delay, or enjoin the consummation of the transactions contemplated by the Agreement, or seeks monetary damages or other relief in connection therewith; or
(b) would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company.
8.2 For purposes of clarity, the term "Action" includes any claim, action, suit, arbitration, proceeding, hearing, investigation, charge, complaint, demand, or notice by or before any governmental authority, court, arbitral body, or other tribunal of competent jurisdiction.
Section 9. Closing Deliverables Confirmation
9.1 The undersigned hereby certifies that the Company has delivered or stands ready to deliver (or cause to be delivered) at the Closing all items required to be delivered by or on behalf of the Company and the Selling Stockholders under Section 7.02 of the Agreement, including, without limitation, the following:
(a) This Officer's Certificate, duly executed and delivered by the undersigned on behalf of the Company.
(b) A Secretary's Certificate of the Company, duly executed by the Secretary or an Assistant Secretary of the Company, with the following attachments: (i) a certified copy of the Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date; (ii) a certified copy of the Bylaws of the Company, as amended and in effect as of the Closing Date; (iii) a certified copy of the Stockholder Written Consent approving the transactions contemplated by the Agreement; and (iv) an officer incumbency certificate evidencing the authority of each officer of the Company executing any document in connection with the Closing.
(c) Good standing certificates (or equivalent certificates of status) issued by the Secretary of State of the State of Delaware (the Company's state of incorporation) and the Secretary of State (or equivalent governmental authority) of the State of Texas and each other state in which the Company is qualified to do business as a foreign corporation, including the States of California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington, in each case dated not more than ten (10) business days prior to the Closing Date.
(d) A FIRPTA Non-Foreign Person Certificate, substantially in the form contemplated by the Agreement, duly executed by an authorized officer of the Company, certifying that the Company (EIN: 84-3291547) is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, and providing such other information as may be required to establish Buyer's exemption from withholding obligations under Section 1445.
(e) Duly executed stock powers (endorsed in blank) and letters of transmittal from each Selling Stockholder, together with the original stock certificates (or, in the case of lost certificates, duly executed affidavits of lost certificate and indemnity agreements in customary form) representing 100% of the issued and outstanding capital stock of the Company.
(f) A payoff letter from Ashford Savings Bank, N.A. (the "Existing Lender"), in form and substance reasonably satisfactory to Buyer, setting forth the aggregate amount necessary to satisfy in full all outstanding obligations under the Company's existing $150,000,000 revolving credit facility with the Existing Lender, together with evidence that, upon receipt of such payoff amount, the Existing Lender will release all Liens on the assets of the Company and its Subsidiaries and will deliver or file UCC-3 termination statements and such other lien release documentation as may be necessary to evidence the release of such Liens.
(g) Duly executed employment agreements of Julian Reeves (as Chief Executive Officer) and Priya Narasimhan (as Chief Technology Officer) with Buyer (or its designated affiliate), in each case in the form previously agreed upon by the parties and annexed to the Agreement.
(h) All third-party consents, approvals, waivers, and authorizations obtained by the Company as of the Closing Date in connection with the change of control resulting from the transactions contemplated by the Agreement, together with an updated change of control consent tracker reflecting the status of each such consent.
(i) Such other certificates, instruments, documents, and items as Buyer has reasonably requested pursuant to Section 7.02 of the Agreement in order to consummate the transactions contemplated thereby.
Section 10. Escrow and Purchase Price Matters
10.1 The undersigned acknowledges and confirms that the aggregate purchase price payable by Buyer for 100% of the issued and outstanding capital stock of the Company is One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Purchase Price"), subject to adjustment as provided in Article II of the Agreement.
10.2 The undersigned further acknowledges that, pursuant to Section 2.06 of the Agreement and the Escrow Agreement entered into among Buyer, Ridgeline Equity Partners, LP (in its capacity as the Stockholder Representative), and Marlowe Asset Management Trust Company, N.A. (in its capacity as the Escrow Agent), Ninety-Six Million Dollars ($96,000,000), representing eight percent (8%) of the Purchase Price, will be deposited by Buyer into escrow with Marlowe Asset Management Trust Company, N.A. at the Closing (the "Escrow Amount"). The Escrow Amount shall be held and disbursed by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement, and shall serve as security for the indemnification obligations of the Selling Stockholders under Article IX of the Agreement.
10.3 The undersigned acknowledges that the net cash amount payable to the Selling Stockholders at the Closing (after deduction of the Escrow Amount) is One Billion One Hundred Four Million Dollars ($1,104,000,000), subject to adjustment pursuant to the estimated working capital calculation set forth in Section 2.04 of the Agreement. The target net working capital of the Company is Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000) (the "Target Working Capital"), with a collar of plus or minus Five Million Dollars ($5,000,000). To the extent that the estimated net working capital of the Company as of the Closing Date exceeds the upper bound of the collar (i.e., $83,500,000), the Purchase Price payable at Closing shall be increased on a dollar-for-dollar basis, and to the extent that the estimated net working capital is less than the lower bound of the collar (i.e., $73,500,000), the Purchase Price payable at Closing shall be decreased on a dollar-for-dollar basis. If the estimated net working capital falls within the collar, no adjustment shall be made at Closing with respect to working capital. The final working capital adjustment shall be determined in accordance with the post-closing true-up procedures set forth in Section 2.05 of the Agreement.
Section 11. Knowledge Qualification
11.1 As used in this Certificate, the terms "knowledge of the undersigned," "to the knowledge of the Company," and words of similar import shall mean the actual knowledge of the following individuals, in each case after reasonable inquiry of their respective direct reports:
(a) Julian Reeves, Chief Executive Officer of the Company;
(b) Priya Narasimhan, Chief Technology Officer of the Company;
(c) Douglas "Doug" Whitfield, Chief Financial Officer of the Company; and
(d) Amanda Trevino, General Counsel of the Company.
11.2 The knowledge qualification set forth in Section 11.1 above is consistent with, and is intended to be co-extensive with, the definition of "Knowledge of the Company" set forth in Section 1.01 of the Agreement. Nothing in this Certificate shall be deemed to expand or limit the scope of such knowledge qualification as defined in the Agreement.
Section 12. Reliance and Limitation
12.1 This Certificate is being delivered solely for the benefit of Buyer in connection with the Closing of the transactions contemplated by the Agreement. Buyer is entitled to rely on the certifications contained herein in determining whether the conditions to Buyer's obligation to consummate the Closing set forth in Section 7.02 of the Agreement have been satisfied.
12.2 This Certificate does not create any rights in any third party, including any Selling Stockholder, any creditor of the Company, or any other person or entity not a party to the Agreement, and no such third party shall be entitled to rely on or enforce any provision of this Certificate.
12.3 Nothing in this Certificate shall be deemed to limit, modify, expand, or otherwise affect the representations, warranties, covenants, agreements, or indemnification obligations set forth in the Agreement, including, without limitation:
(a) the indemnification cap of Two Hundred Sixteen Million Dollars ($216,000,000), representing eighteen percent (18%) of the Purchase Price, as set forth in Section 9.04(a) of the Agreement;
(b) the twenty-four (24) month survival period applicable to the general representations and warranties of the Company and the Selling Stockholders, as set forth in Section 9.01(a) of the Agreement;
(c) the indefinite survival period applicable to the Fundamental Representations of the Company and the Fundamental Representations of the Selling Stockholders, as set forth in Section 9.01(b) of the Agreement; and
(d) the survival period of sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof) applicable to the tax representations set forth in Section 3.17 of the Agreement, as set forth in Section 9.01(c) of the Agreement.
12.4 The undersigned's liability with respect to the certifications contained herein is subject to and governed exclusively by Article IX of the Agreement, and the undersigned shall not have any personal liability hereunder except to the extent expressly provided in the Agreement. The certifications set forth herein are made by the undersigned in his/her capacity as an officer of the Company and, except as otherwise expressly provided in the Agreement, shall not give rise to any individual liability on the part of the undersigned.
Section 13. Governing Law
13.1 This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction.
13.2 Any dispute, claim, or controversy arising out of or relating to this Certificate shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state court or federal court located in the State of Delaware), consistent with the dispute resolution and forum selection provisions set forth in Section 11.09 of the Agreement. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts and irrevocably waives any objection to the laying of venue in such courts or any claim that any such court is an inconvenient forum.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Officer's Certificate as of the date set forth below.
NOVAMART GLOBAL INC.
By: ________
Name: [●]
Title: [●]
Date: [●], 2025
[Anticipated signatory: Julian Reeves, Chief Executive Officer; Douglas "Doug" Whitfield, Chief Financial Officer; or Amanda Trevino, General Counsel — to be confirmed at Closing.]
EXHIBIT A
LIST OF SELLING STOCKHOLDERS AND OWNERSHIP PERCENTAGES
The following table sets forth the ownership of the issued and outstanding capital stock of NovaMart Global Inc. by the Selling Stockholders as of the Closing Date:
Note: Final share counts and percentage ownership figures are to be confirmed at the Closing based on the Company's final capitalization table as of the Closing Date, giving effect to any exercises of stock options, conversions, or other changes in the capital stock of the Company occurring between the date of the Agreement (May 20, 2025) and the Closing Date. To the extent any stock options are exercised between signing and Closing, the number of shares set forth above and the corresponding ownership percentages shall be updated accordingly, and such exercising option holders shall be deemed Selling Stockholders for all purposes of the Agreement. The stockholder names listed under "Other Management and Employee Stockholders" are set forth in detail on Annex A to the Agreement.
Selling Stockholder | Number of Shares | Approximate Percentage Ownership
Ridgeline Equity Partners, LP | [●] | 41.2%
Brindoval Ventures Fund III, LP | [●] | 22.8%
Julian Reeves | [●] | 18.5%
Priya Narasimhan | [●] | 8.3%
Other Management and Employee Stockholders (in aggregate, including shares issuable upon exercise of vested stock options) | [●] | 9.2%
Total | [●] | 100.0%

OFFICER'S CERTIFICATE OF NOVAMART GLOBAL INC.

NOVAMART GLOBAL INC.

EXHIBIT A

LIST OF SELLING STOCKHOLDERS AND OWNERSHIP PERCENTAGES

Record

Parties

Dates

Amounts