1038-00009 · Client 1038 · Closing

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

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SECRETARY'S CERTIFICATE OF CASCADE RETAIL HOLDINGS INC.

Delivered Pursuant to Section 7.03(d) of the Stock Purchase Agreement dated May 20, 2025

FORM — TO BE COMPLETED AND EXECUTED AT CLOSING

The undersigned, \\\\\\\\\\\\\\\\\\\\\\\\\\\\, in \[his/her\] capacity as \[Secretary / Assistant Secretary\] of Cascade Retail Holdings Inc., a Delaware corporation (the "Company" or "Cascade"), hereby certifies, on behalf of the Company and not in any individual capacity, in connection with the closing (the "Closing") of the transactions contemplated by that certain Stock Purchase Agreement, dated as of May 20, 2025 (the "Stock Purchase Agreement" or "SPA"), by and among Cascade Retail Holdings Inc., NovaMart Global Inc., a Delaware corporation (the "Target" or "NovaMart"), and the Selling Stockholders named therein (including Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, Priya Narasimhan, and the other stockholders party thereto), as follows:

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Stock Purchase Agreement. This Secretary's Certificate is delivered pursuant to Article VII (Conditions to Closing) of the Stock Purchase Agreement, and specifically in satisfaction of the condition set forth in Section 7.03(d) thereof, which requires the delivery at the Closing of a certificate of the Secretary or an Assistant Secretary of the Company certifying as to certain organizational documents, resolutions, and incumbency matters relating to the Company.

Section 1. Certificate of Incorporation

Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc., as originally filed with the Secretary of State of the State of Delaware on March 14, 2003, and as most recently amended and restated by the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on \[\\\\\\\\\], 20\[\\\] (the "Charter"). The Charter is currently in full force and effect and has not been further amended, supplemented, restated, or otherwise modified since \[date of last amendment\], and no action has been taken by the Board of Directors or the stockholders of the Company looking to the amendment, supplement, restatement, or modification of the Charter.

The undersigned further certifies that the Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, having been originally incorporated under the name "Cascade Retail Holdings Inc." pursuant to the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on March 14, 2003. The Company's registered agent in the State of Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801, and such registered agent appointment remains in full force and effect as of the date hereof.

\[Exhibit A — Amended and Restated Certificate of Incorporation — Attached Hereto\]

Section 2. Bylaws

Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Cascade Retail Holdings Inc. (the "Bylaws"), as most recently amended and restated effective as of \[date of last amendment\]. The Bylaws are currently in full force and effect and have not been further amended, supplemented, restated, or otherwise modified since \[date of last amendment\].

The undersigned further certifies that no action has been taken or proposed by the Board of Directors, any committee thereof, or the stockholders of the Company to amend, modify, supplement, restate, or repeal the Bylaws, in whole or in part, since \[date of last amendment\], and to the knowledge of the undersigned, no such action is currently contemplated (other than any amendments that may be effected after the Closing in the ordinary course of the Company's corporate governance).

\[Exhibit B — Amended and Restated Bylaws — Attached Hereto\]

Section 3. Board Resolutions Authorizing the Transaction

(a) Signing Resolutions

Attached hereto as Exhibit C-1 is a true, correct, and complete copy of the resolutions (the "Signing Resolutions") duly adopted by the Board of Directors of Cascade Retail Holdings Inc. at a duly convened meeting held on May 20, 2025, at which a quorum of directors was present and acting throughout, authorizing and approving the following matters:

(i) the execution, delivery, and performance by the Company of the Stock Purchase Agreement, pursuant to which the Company will acquire one hundred percent (100%) of the outstanding capital stock of NovaMart Global Inc. for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000), subject to the adjustments and other terms set forth therein;

(ii) the execution, delivery, and performance by the Company of all ancillary transaction documents contemplated by the Stock Purchase Agreement, including without limitation: (A) the Escrow Agreement by and among the Company, the Stockholder Representative, and Marlowe Asset Management Trust Company, N.A., as escrow agent (regarding the establishment and maintenance of the Ninety-Six Million Dollar ($96,000,000) escrow fund for purposes of securing the Selling Stockholders' indemnification obligations under Article IX of the SPA); (B) the Stockholder Representative Agreement; (C) the Paying Agent Agreement; (D) the Working Capital Methodology Agreement; and (E) all other agreements, certificates, instruments, and documents to be delivered by the Company in connection with the transactions contemplated by the Stock Purchase Agreement;

(iii) the incurrence of indebtedness by the Company under the Senior Secured Term Loan B Facility in the aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000), with Cornerstone National Bank, N.A. as Administrative Agent and Caluvori Capital Partners, Inc. as Co-Lead Arranger (together with the other arrangers, bookrunners, and lenders party thereto), including the execution and delivery by the Company and its applicable subsidiaries of the Credit Agreement, the Guarantee and Collateral Agreement, the Security Agreement, the Pledge Agreement, and all related financing documents, fee letters, and ancillary instruments;

(iv) the draw of Two Hundred Million Dollars ($200,000,000) under the Company's existing Five Hundred Million Dollar ($500,000,000) Senior Secured Revolving Credit Facility with Cornerstone National Bank, N.A. as Administrative Agent (pursuant to that certain Amended and Restated Credit Agreement, dated as of \[\\\\\\\\\], 20\[\\\], as amended from time to time), and the execution and delivery by the Company of any amendment, consent, or waiver with respect thereto permitting such draw and the related transactions contemplated by the Stock Purchase Agreement; and

(v) the authorization and empowerment of designated officers of the Company (including, without limitation, the Chief Executive Officer, the Chief Financial Officer, the General Counsel and Corporate Secretary, and the Senior Vice President, Corporate Development, each acting alone) to execute and deliver all documents, agreements, certificates, and instruments, and to take all actions, in the name and on behalf of the Company, as any such officer may deem necessary, appropriate, or desirable to consummate the transactions contemplated by the Stock Purchase Agreement and the ancillary documents, with such changes, modifications, or amendments as such officer may approve (such approval to be conclusively evidenced by such officer's execution and delivery thereof).

The undersigned further certifies that the Signing Resolutions were duly adopted in compliance with the Company's Charter, Bylaws, and the General Corporation Law of the State of Delaware (Title 8 of the Delaware Code) (the "DGCL"), and that such Signing Resolutions have not been rescinded, modified, amended, or revoked in any respect and remain in full force and effect as of the date of the Closing.

\[Exhibit C-1 — Signing Resolutions — Attached Hereto\]

(b) Closing Resolutions

Attached hereto as Exhibit C-2 is a true, correct, and complete copy of the resolutions (the "Closing Resolutions") duly adopted by the Board of Directors of Cascade Retail Holdings Inc. on \\\\\\\\\\\\\\, 2025 (immediately prior to the Closing), ratifying and confirming:

(i) the consummation of the acquisition of one hundred percent (100%) of the outstanding capital stock of NovaMart Global Inc. pursuant to the terms and conditions of the Stock Purchase Agreement, including the payment of the aggregate purchase price (as adjusted in accordance with the terms of the SPA) and the delivery of all Closing deliverables required to be delivered by the Company;

(ii) the funding and incurrence of indebtedness under the Senior Secured Term Loan B Facility in the aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000) and the draw of Two Hundred Million Dollars ($200,000,000) under the Company's existing revolving credit facility, including the satisfaction of all conditions precedent to the initial borrowings thereunder and the application of the proceeds thereof to fund a portion of the aggregate purchase price and related transaction expenses; and

(iii) all other actions heretofore or hereafter taken by the officers of the Company in connection with the transactions contemplated by the Stock Purchase Agreement, the Credit Agreement, the Escrow Agreement, and the other ancillary documents, with each such action being hereby ratified, confirmed, and approved in all respects.

The undersigned further certifies that the Closing Resolutions were duly adopted at a meeting of the Board of Directors at which a quorum of directors was present and acting throughout, or by unanimous written consent in lieu of a meeting, in either case in accordance with the Company's Charter, Bylaws, and the DGCL. The Closing Resolutions have not been rescinded, modified, amended, or revoked in any respect and remain in full force and effect as of the date hereof.

\[Exhibit C-2 — Closing Resolutions — Attached Hereto\]

The undersigned further certifies that, other than the Board Resolutions attached hereto as Exhibits C-1 and C-2, no additional corporate action or approval of the Board of Directors (or any committee thereof) or the stockholders of the Company is required in order to authorize the execution, delivery, and performance by the Company of the Stock Purchase Agreement or any ancillary agreement, document, certificate, or instrument to be delivered in connection therewith, or to consummate the transactions contemplated thereby, including the incurrence of indebtedness under the Term Loan B Facility and the revolving credit facility draw described above. Without limiting the generality of the foregoing, the undersigned confirms that the acquisition of NovaMart Global Inc. does not constitute a transaction requiring a separate vote or approval of the stockholders of Cascade under (A) the applicable listing rules of the Nasdaq Stock Market (including Nasdaq Listing Rule 5635), (B) the DGCL, (C) the Company's Charter, or (D) the Company's Bylaws.

Section 4. Incumbency of Officers

The undersigned hereby certifies that each of the persons listed in the table below is, as of the date of this Certificate, a duly elected or appointed officer of Cascade Retail Holdings Inc., holding the office set forth opposite his or her name below, and that the signature set forth opposite his or her name below is his or her true and genuine signature. Each such officer is duly authorized, pursuant to the Signing Resolutions and the Closing Resolutions, to execute and deliver, on behalf of the Company, the Stock Purchase Agreement, the ancillary agreements, the financing documents, and all other documents, certificates, and instruments to be delivered by or on behalf of the Company at or in connection with the Closing:

Note: The foregoing table should include all officers of the Company who will sign any Closing deliverables on behalf of Cascade, including (without limitation) the Stock Purchase Agreement, the Officer's Certificate delivered pursuant to Section 7.03(c) of the SPA, the Credit Agreement and related financing documents, the Escrow Agreement, the Paying Agent Agreement, and any other ancillary documents to be executed and delivered by the Company at or in connection with the Closing. Additional rows should be inserted as applicable.

The undersigned further certifies that the appointment of each of the foregoing officers was duly authorized by the Board of Directors of the Company in accordance with the Company's Charter, Bylaws, and the DGCL, and that no such officer's authority has been revoked, suspended, limited, or otherwise restricted in any manner. Each such officer continues to serve in the capacity set forth above as of the date hereof.

Section 5. No Dissolution, Merger, or Consolidation

The undersigned hereby certifies that no action has been taken or authorized by the Board of Directors (or any committee thereof) or the stockholders of Cascade Retail Holdings Inc. looking to or providing for the dissolution, liquidation, or winding up of the Company, or to any merger, consolidation, conversion, or domestication of the Company with or into any other entity, other than the transactions expressly contemplated by the Stock Purchase Agreement (including the acquisition of NovaMart Global Inc. as described therein). No petition or proceeding has been filed or commenced by or against the Company under any applicable federal or state bankruptcy, insolvency, reorganization, or similar law, and to the knowledge of the undersigned, no such petition or proceeding is threatened.

Section 6. Good Standing

The undersigned hereby certifies that, to the knowledge of the undersigned (after due inquiry), the Company is in good standing in its jurisdiction of incorporation (the State of Delaware) and is duly qualified, licensed, or authorized to transact business, and is in good standing, in each other state or jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, licensing, or authorization, except where the failure to be so qualified, licensed, or authorized would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

A certificate of good standing (or its equivalent) issued by the Secretary of State of the State of Delaware with respect to the Company, dated no more than five (5) business days prior to the Closing Date, is being delivered separately as a Closing deliverable pursuant to Section 7.03(e) of the Stock Purchase Agreement.

The Company's principal executive office is located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119.

Section 7. Additional Certifications

The undersigned further certifies each of the following:

(a) Nasdaq Listing. The Company's shares of common stock, par value $0.001 per share, are listed and traded on the Nasdaq Stock Market under the ticker symbol "CRHI." The Company is in compliance in all material respects with the applicable listing standards of the Nasdaq Stock Market, and no delisting proceedings have been initiated or, to the knowledge of the undersigned, threatened with respect to the Company's common stock.

(b) Employer Identification Number. The Company's Employer Identification Number (EIN) assigned by the Internal Revenue Service is 91-2847653.

(c) Outstanding Shares. As of the date hereof, there are approximately four hundred twelve million (412,000,000) shares of common stock of the Company issued and outstanding (which number is subject to change in the ordinary course of the Company's equity compensation plans and other previously authorized issuances).

(d) No Insolvency or Bankruptcy Proceedings. No proceedings are pending or, to the knowledge of the undersigned, threatened for the dissolution, liquidation, insolvency, receivership, or bankruptcy of the Company, whether under Title 11 of the United States Code or any comparable state or foreign law, and to the knowledge of the undersigned, no facts or circumstances exist that would reasonably be expected to give rise to any such proceedings.

Section 8. Reliance

This Secretary's Certificate is being delivered pursuant to, and in satisfaction of the conditions set forth in, Section 7.03(d) of the Stock Purchase Agreement. The Target (NovaMart Global Inc.), the Selling Stockholders (including Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, Priya Narasimhan, and the other stockholders party to the SPA), the Stockholder Representative (Ridgeline Equity Partners, LP, acting through its authorized representative Franklin Osei), and their respective legal counsel (Calloway, Brandt & Loewe LLP) are each entitled to rely upon the statements and certifications contained in this Certificate in connection with the Closing and the transactions contemplated by the Stock Purchase Agreement.

In addition, the Escrow Agent (Marlowe Asset Management Trust Company, N.A.), the Administrative Agent (Cornerstone National Bank, N.A.), and the lenders party to the Senior Secured Term Loan B Facility and the revolving credit facility (and their respective agents and counsel) are each entitled to rely on this Certificate, and the statements and certifications contained herein, to the extent required by or contemplated under the applicable financing documents, the Credit Agreement, the Escrow Agreement, and the other ancillary agreements delivered in connection with the Closing.

The undersigned makes the certifications set forth herein in \[his/her\] capacity as \[Secretary / Assistant Secretary\] of Cascade Retail Holdings Inc. and not in any individual capacity, and shall not have any personal liability with respect to the matters certified herein.

\[Signature Page Follows\]

\[SIGNATURE PAGE TO SECRETARY'S CERTIFICATE OF CASCADE RETAIL HOLDINGS INC.\]

IN WITNESS WHEREOF, I have executed this Secretary's Certificate as of \\\\\\\\\\\\\\, 2025.

\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\

Name: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\

Title: \[Secretary / Assistant Secretary\]

Cascade Retail Holdings Inc.

COUNTER-CERTIFICATION

\[Optional — to be included if the Secretary or Assistant Secretary executing the foregoing Certificate is also certifying his or her own incumbency; in such case, a second officer of the Company should execute the following counter-certification to confirm the authority and incumbency of the certifying Secretary or Assistant Secretary.\]

I, \\\\\\\\\\\\\\\\\\\\\\\\\\, \[Title\] of Cascade Retail Holdings Inc., hereby certify that \\\\\\\\\\\\\\\\\\\\\\\\\\ is the duly elected and qualified \[Secretary / Assistant Secretary\] of the Company, that \[he/she\] holds such office as of the date hereof, and that the signature set forth above is \[his/her\] true and genuine signature. I further certify that \[he/she\] is duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company.

\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\

Name: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\

Title: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\_

Cascade Retail Holdings Inc.

EXHIBIT A

Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc., as filed with the Secretary of State of the State of Delaware

Instruction: Attach hereto a true, correct, and complete certified copy of the Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc., as currently in effect, including all amendments thereto. Such copy should be certified by the Secretary of State of the State of Delaware or, alternatively, certified by the Secretary or Assistant Secretary of the Company. If certified by the Delaware Secretary of State, the certification should be of recent date (no more than thirty (30) days prior to the Closing Date).

\[Certificate of Incorporation to be attached\]

EXHIBIT B

Amended and Restated Bylaws of Cascade Retail Holdings Inc.

Instruction: Attach hereto a true, correct, and complete copy of the Amended and Restated Bylaws of Cascade Retail Holdings Inc., as currently in effect, including all amendments thereto. Such copy should be certified by the Secretary or Assistant Secretary of the Company as being a true, correct, and complete copy of the Bylaws currently in effect.

\[Bylaws to be attached\]

EXHIBIT C-1

Resolutions of the Board of Directors of Cascade Retail Holdings Inc. Adopted May 20, 2025

(Signing Resolutions)

Instruction: Attach hereto a true, correct, and complete certified copy of the resolutions duly adopted by the Board of Directors of Cascade Retail Holdings Inc. on May 20, 2025, authorizing and approving: (i) the execution, delivery, and performance of the Stock Purchase Agreement for the acquisition of 100% of the outstanding capital stock of NovaMart Global Inc. for an aggregate purchase price of $1,200,000,000; (ii) the execution, delivery, and performance of all ancillary transaction documents; (iii) the incurrence of indebtedness under the Senior Secured Term Loan B Facility in the aggregate principal amount of $750,000,000, with Cornerstone National Bank, N.A. as Administrative Agent and Caluvori Capital Partners, Inc. as Co-Lead Arranger, including the execution and delivery of the Credit Agreement, Guarantee and Collateral Agreement, and related financing documents; (iv) the draw of $200,000,000 under the Company's existing $500,000,000 revolving credit facility, including any amendment thereto; and (v) the authorization of officers to take all actions necessary to consummate the transactions. Such copy should be certified by the Secretary or Assistant Secretary of the Company.

\[Signing Resolutions to be attached\]

EXHIBIT C-2

Resolutions of the Board of Directors of Cascade Retail Holdings Inc. Adopted \_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2025

(Closing Resolutions)

Instruction: Attach hereto a true, correct, and complete certified copy of the resolutions duly adopted by the Board of Directors of Cascade Retail Holdings Inc. on the date of Closing (or immediately prior thereto), ratifying and confirming: (i) the consummation of the acquisition of NovaMart Global Inc. pursuant to the Stock Purchase Agreement; (ii) the funding of the Term Loan B Facility and the revolving credit facility draw; and (iii) all other actions taken by the officers of the Company in connection with the transactions contemplated by the Stock Purchase Agreement and the ancillary documents. Such copy should be certified by the Secretary or Assistant Secretary of the Company.

\[Closing Resolutions to be attached\]

Name	Title	Signature
Margaret "Meg" Alderton	Chief Executive Officer	\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Rajiv Sundaram	Chief Financial Officer	\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Elena Vasquez-Bright	General Counsel and Corporate Secretary	\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Theodore "Ted" Langford	Senior Vice President, Corporate Development	\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
\[\\\\\\\\\\\\\\\\\_\]	\[\\\\\\\\\\\\\\\\\\\]	\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
\[\\\\\\\\\\\\\\\\\_\]	\[\\\\\\\\\\\\\\\\\\\]	\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\

SECRETARY'S CERTIFICATE OF CASCADE RETAIL HOLDINGS INC.
Delivered Pursuant to Section 7.03(d) of the Stock Purchase Agreement dated May 20, 2025
FORM — TO BE COMPLETED AND EXECUTED AT CLOSING
The undersigned, \\\\\\\\\\\\\\\\\\\\\\\\\\\\, in \[his/her\] capacity as \[Secretary / Assistant Secretary\] of Cascade Retail Holdings Inc., a Delaware corporation (the "Company" or "Cascade"), hereby certifies, on behalf of the Company and not in any individual capacity, in connection with the closing (the "Closing") of the transactions contemplated by that certain Stock Purchase Agreement, dated as of May 20, 2025 (the "Stock Purchase Agreement" or "SPA"), by and among Cascade Retail Holdings Inc., NovaMart Global Inc., a Delaware corporation (the "Target" or "NovaMart"), and the Selling Stockholders named therein (including Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, Priya Narasimhan, and the other stockholders party thereto), as follows:
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Stock Purchase Agreement. This Secretary's Certificate is delivered pursuant to Article VII (Conditions to Closing) of the Stock Purchase Agreement, and specifically in satisfaction of the condition set forth in Section 7.03(d) thereof, which requires the delivery at the Closing of a certificate of the Secretary or an Assistant Secretary of the Company certifying as to certain organizational documents, resolutions, and incumbency matters relating to the Company.
Section 1. Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc., as originally filed with the Secretary of State of the State of Delaware on March 14, 2003, and as most recently amended and restated by the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on \[\\\\\\\\\], 20\[\\\] (the "Charter"). The Charter is currently in full force and effect and has not been further amended, supplemented, restated, or otherwise modified since \[date of last amendment\], and no action has been taken by the Board of Directors or the stockholders of the Company looking to the amendment, supplement, restatement, or modification of the Charter.
The undersigned further certifies that the Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, having been originally incorporated under the name "Cascade Retail Holdings Inc." pursuant to the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on March 14, 2003. The Company's registered agent in the State of Delaware is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801, and such registered agent appointment remains in full force and effect as of the date hereof.
\[Exhibit A — Amended and Restated Certificate of Incorporation — Attached Hereto\]
Section 2. Bylaws
Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Cascade Retail Holdings Inc. (the "Bylaws"), as most recently amended and restated effective as of \[date of last amendment\]. The Bylaws are currently in full force and effect and have not been further amended, supplemented, restated, or otherwise modified since \[date of last amendment\].
The undersigned further certifies that no action has been taken or proposed by the Board of Directors, any committee thereof, or the stockholders of the Company to amend, modify, supplement, restate, or repeal the Bylaws, in whole or in part, since \[date of last amendment\], and to the knowledge of the undersigned, no such action is currently contemplated (other than any amendments that may be effected after the Closing in the ordinary course of the Company's corporate governance).
\[Exhibit B — Amended and Restated Bylaws — Attached Hereto\]
Section 3. Board Resolutions Authorizing the Transaction
(a) Signing Resolutions
Attached hereto as Exhibit C-1 is a true, correct, and complete copy of the resolutions (the "Signing Resolutions") duly adopted by the Board of Directors of Cascade Retail Holdings Inc. at a duly convened meeting held on May 20, 2025, at which a quorum of directors was present and acting throughout, authorizing and approving the following matters:
(i) the execution, delivery, and performance by the Company of the Stock Purchase Agreement, pursuant to which the Company will acquire one hundred percent (100%) of the outstanding capital stock of NovaMart Global Inc. for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000), subject to the adjustments and other terms set forth therein;
(ii) the execution, delivery, and performance by the Company of all ancillary transaction documents contemplated by the Stock Purchase Agreement, including without limitation: (A) the Escrow Agreement by and among the Company, the Stockholder Representative, and Marlowe Asset Management Trust Company, N.A., as escrow agent (regarding the establishment and maintenance of the Ninety-Six Million Dollar ($96,000,000) escrow fund for purposes of securing the Selling Stockholders' indemnification obligations under Article IX of the SPA); (B) the Stockholder Representative Agreement; (C) the Paying Agent Agreement; (D) the Working Capital Methodology Agreement; and (E) all other agreements, certificates, instruments, and documents to be delivered by the Company in connection with the transactions contemplated by the Stock Purchase Agreement;
(iii) the incurrence of indebtedness by the Company under the Senior Secured Term Loan B Facility in the aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000), with Cornerstone National Bank, N.A. as Administrative Agent and Caluvori Capital Partners, Inc. as Co-Lead Arranger (together with the other arrangers, bookrunners, and lenders party thereto), including the execution and delivery by the Company and its applicable subsidiaries of the Credit Agreement, the Guarantee and Collateral Agreement, the Security Agreement, the Pledge Agreement, and all related financing documents, fee letters, and ancillary instruments;
(iv) the draw of Two Hundred Million Dollars ($200,000,000) under the Company's existing Five Hundred Million Dollar ($500,000,000) Senior Secured Revolving Credit Facility with Cornerstone National Bank, N.A. as Administrative Agent (pursuant to that certain Amended and Restated Credit Agreement, dated as of \[\\\\\\\\\], 20\[\\\], as amended from time to time), and the execution and delivery by the Company of any amendment, consent, or waiver with respect thereto permitting such draw and the related transactions contemplated by the Stock Purchase Agreement; and
(v) the authorization and empowerment of designated officers of the Company (including, without limitation, the Chief Executive Officer, the Chief Financial Officer, the General Counsel and Corporate Secretary, and the Senior Vice President, Corporate Development, each acting alone) to execute and deliver all documents, agreements, certificates, and instruments, and to take all actions, in the name and on behalf of the Company, as any such officer may deem necessary, appropriate, or desirable to consummate the transactions contemplated by the Stock Purchase Agreement and the ancillary documents, with such changes, modifications, or amendments as such officer may approve (such approval to be conclusively evidenced by such officer's execution and delivery thereof).
The undersigned further certifies that the Signing Resolutions were duly adopted in compliance with the Company's Charter, Bylaws, and the General Corporation Law of the State of Delaware (Title 8 of the Delaware Code) (the "DGCL"), and that such Signing Resolutions have not been rescinded, modified, amended, or revoked in any respect and remain in full force and effect as of the date of the Closing.
\[Exhibit C-1 — Signing Resolutions — Attached Hereto\]
(b) Closing Resolutions
Attached hereto as Exhibit C-2 is a true, correct, and complete copy of the resolutions (the "Closing Resolutions") duly adopted by the Board of Directors of Cascade Retail Holdings Inc. on \\\\\\\\\\\\\\, 2025 (immediately prior to the Closing), ratifying and confirming:
(i) the consummation of the acquisition of one hundred percent (100%) of the outstanding capital stock of NovaMart Global Inc. pursuant to the terms and conditions of the Stock Purchase Agreement, including the payment of the aggregate purchase price (as adjusted in accordance with the terms of the SPA) and the delivery of all Closing deliverables required to be delivered by the Company;
(ii) the funding and incurrence of indebtedness under the Senior Secured Term Loan B Facility in the aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000) and the draw of Two Hundred Million Dollars ($200,000,000) under the Company's existing revolving credit facility, including the satisfaction of all conditions precedent to the initial borrowings thereunder and the application of the proceeds thereof to fund a portion of the aggregate purchase price and related transaction expenses; and
(iii) all other actions heretofore or hereafter taken by the officers of the Company in connection with the transactions contemplated by the Stock Purchase Agreement, the Credit Agreement, the Escrow Agreement, and the other ancillary documents, with each such action being hereby ratified, confirmed, and approved in all respects.
The undersigned further certifies that the Closing Resolutions were duly adopted at a meeting of the Board of Directors at which a quorum of directors was present and acting throughout, or by unanimous written consent in lieu of a meeting, in either case in accordance with the Company's Charter, Bylaws, and the DGCL. The Closing Resolutions have not been rescinded, modified, amended, or revoked in any respect and remain in full force and effect as of the date hereof.
\[Exhibit C-2 — Closing Resolutions — Attached Hereto\]
(c) No Other Required Approvals
The undersigned further certifies that, other than the Board Resolutions attached hereto as Exhibits C-1 and C-2, no additional corporate action or approval of the Board of Directors (or any committee thereof) or the stockholders of the Company is required in order to authorize the execution, delivery, and performance by the Company of the Stock Purchase Agreement or any ancillary agreement, document, certificate, or instrument to be delivered in connection therewith, or to consummate the transactions contemplated thereby, including the incurrence of indebtedness under the Term Loan B Facility and the revolving credit facility draw described above. Without limiting the generality of the foregoing, the undersigned confirms that the acquisition of NovaMart Global Inc. does not constitute a transaction requiring a separate vote or approval of the stockholders of Cascade under (A) the applicable listing rules of the Nasdaq Stock Market (including Nasdaq Listing Rule 5635), (B) the DGCL, (C) the Company's Charter, or (D) the Company's Bylaws.
Section 4. Incumbency of Officers
The undersigned hereby certifies that each of the persons listed in the table below is, as of the date of this Certificate, a duly elected or appointed officer of Cascade Retail Holdings Inc., holding the office set forth opposite his or her name below, and that the signature set forth opposite his or her name below is his or her true and genuine signature. Each such officer is duly authorized, pursuant to the Signing Resolutions and the Closing Resolutions, to execute and deliver, on behalf of the Company, the Stock Purchase Agreement, the ancillary agreements, the financing documents, and all other documents, certificates, and instruments to be delivered by or on behalf of the Company at or in connection with the Closing:
Note: The foregoing table should include all officers of the Company who will sign any Closing deliverables on behalf of Cascade, including (without limitation) the Stock Purchase Agreement, the Officer's Certificate delivered pursuant to Section 7.03(c) of the SPA, the Credit Agreement and related financing documents, the Escrow Agreement, the Paying Agent Agreement, and any other ancillary documents to be executed and delivered by the Company at or in connection with the Closing. Additional rows should be inserted as applicable.
The undersigned further certifies that the appointment of each of the foregoing officers was duly authorized by the Board of Directors of the Company in accordance with the Company's Charter, Bylaws, and the DGCL, and that no such officer's authority has been revoked, suspended, limited, or otherwise restricted in any manner. Each such officer continues to serve in the capacity set forth above as of the date hereof.
Section 5. No Dissolution, Merger, or Consolidation
The undersigned hereby certifies that no action has been taken or authorized by the Board of Directors (or any committee thereof) or the stockholders of Cascade Retail Holdings Inc. looking to or providing for the dissolution, liquidation, or winding up of the Company, or to any merger, consolidation, conversion, or domestication of the Company with or into any other entity, other than the transactions expressly contemplated by the Stock Purchase Agreement (including the acquisition of NovaMart Global Inc. as described therein). No petition or proceeding has been filed or commenced by or against the Company under any applicable federal or state bankruptcy, insolvency, reorganization, or similar law, and to the knowledge of the undersigned, no such petition or proceeding is threatened.
Section 6. Good Standing
The undersigned hereby certifies that, to the knowledge of the undersigned (after due inquiry), the Company is in good standing in its jurisdiction of incorporation (the State of Delaware) and is duly qualified, licensed, or authorized to transact business, and is in good standing, in each other state or jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, licensing, or authorization, except where the failure to be so qualified, licensed, or authorized would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
A certificate of good standing (or its equivalent) issued by the Secretary of State of the State of Delaware with respect to the Company, dated no more than five (5) business days prior to the Closing Date, is being delivered separately as a Closing deliverable pursuant to Section 7.03(e) of the Stock Purchase Agreement.
The Company's principal executive office is located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119.
Section 7. Additional Certifications
The undersigned further certifies each of the following:
(a) Nasdaq Listing. The Company's shares of common stock, par value $0.001 per share, are listed and traded on the Nasdaq Stock Market under the ticker symbol "CRHI." The Company is in compliance in all material respects with the applicable listing standards of the Nasdaq Stock Market, and no delisting proceedings have been initiated or, to the knowledge of the undersigned, threatened with respect to the Company's common stock.
(b) Employer Identification Number. The Company's Employer Identification Number (EIN) assigned by the Internal Revenue Service is 91-2847653.
(c) Outstanding Shares. As of the date hereof, there are approximately four hundred twelve million (412,000,000) shares of common stock of the Company issued and outstanding (which number is subject to change in the ordinary course of the Company's equity compensation plans and other previously authorized issuances).
(d) No Insolvency or Bankruptcy Proceedings. No proceedings are pending or, to the knowledge of the undersigned, threatened for the dissolution, liquidation, insolvency, receivership, or bankruptcy of the Company, whether under Title 11 of the United States Code or any comparable state or foreign law, and to the knowledge of the undersigned, no facts or circumstances exist that would reasonably be expected to give rise to any such proceedings.
Section 8. Reliance
This Secretary's Certificate is being delivered pursuant to, and in satisfaction of the conditions set forth in, Section 7.03(d) of the Stock Purchase Agreement. The Target (NovaMart Global Inc.), the Selling Stockholders (including Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, Priya Narasimhan, and the other stockholders party to the SPA), the Stockholder Representative (Ridgeline Equity Partners, LP, acting through its authorized representative Franklin Osei), and their respective legal counsel (Calloway, Brandt & Loewe LLP) are each entitled to rely upon the statements and certifications contained in this Certificate in connection with the Closing and the transactions contemplated by the Stock Purchase Agreement.
In addition, the Escrow Agent (Marlowe Asset Management Trust Company, N.A.), the Administrative Agent (Cornerstone National Bank, N.A.), and the lenders party to the Senior Secured Term Loan B Facility and the revolving credit facility (and their respective agents and counsel) are each entitled to rely on this Certificate, and the statements and certifications contained herein, to the extent required by or contemplated under the applicable financing documents, the Credit Agreement, the Escrow Agreement, and the other ancillary agreements delivered in connection with the Closing.
The undersigned makes the certifications set forth herein in \[his/her\] capacity as \[Secretary / Assistant Secretary\] of Cascade Retail Holdings Inc. and not in any individual capacity, and shall not have any personal liability with respect to the matters certified herein.
\[Signature Page Follows\]
\[SIGNATURE PAGE TO SECRETARY'S CERTIFICATE OF CASCADE RETAIL HOLDINGS INC.\]
IN WITNESS WHEREOF, I have executed this Secretary's Certificate as of \\\\\\\\\\\\\\, 2025.
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Name: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Title: \[Secretary / Assistant Secretary\]
Cascade Retail Holdings Inc.
COUNTER-CERTIFICATION
\[Optional — to be included if the Secretary or Assistant Secretary executing the foregoing Certificate is also certifying his or her own incumbency; in such case, a second officer of the Company should execute the following counter-certification to confirm the authority and incumbency of the certifying Secretary or Assistant Secretary.\]
I, \\\\\\\\\\\\\\\\\\\\\\\\\\, \[Title\] of Cascade Retail Holdings Inc., hereby certify that \\\\\\\\\\\\\\\\\\\\\\\\\\ is the duly elected and qualified \[Secretary / Assistant Secretary\] of the Company, that \[he/she\] holds such office as of the date hereof, and that the signature set forth above is \[his/her\] true and genuine signature. I further certify that \[he/she\] is duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company.
\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Name: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Title: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\_
Cascade Retail Holdings Inc.
EXHIBIT A
Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc., as filed with the Secretary of State of the State of Delaware
Instruction: Attach hereto a true, correct, and complete certified copy of the Amended and Restated Certificate of Incorporation of Cascade Retail Holdings Inc., as currently in effect, including all amendments thereto. Such copy should be certified by the Secretary of State of the State of Delaware or, alternatively, certified by the Secretary or Assistant Secretary of the Company. If certified by the Delaware Secretary of State, the certification should be of recent date (no more than thirty (30) days prior to the Closing Date).
\[Certificate of Incorporation to be attached\]
EXHIBIT B
Amended and Restated Bylaws of Cascade Retail Holdings Inc.
Instruction: Attach hereto a true, correct, and complete copy of the Amended and Restated Bylaws of Cascade Retail Holdings Inc., as currently in effect, including all amendments thereto. Such copy should be certified by the Secretary or Assistant Secretary of the Company as being a true, correct, and complete copy of the Bylaws currently in effect.
\[Bylaws to be attached\]
EXHIBIT C-1
Resolutions of the Board of Directors of Cascade Retail Holdings Inc. Adopted May 20, 2025
(Signing Resolutions)
Instruction: Attach hereto a true, correct, and complete certified copy of the resolutions duly adopted by the Board of Directors of Cascade Retail Holdings Inc. on May 20, 2025, authorizing and approving: (i) the execution, delivery, and performance of the Stock Purchase Agreement for the acquisition of 100% of the outstanding capital stock of NovaMart Global Inc. for an aggregate purchase price of $1,200,000,000; (ii) the execution, delivery, and performance of all ancillary transaction documents; (iii) the incurrence of indebtedness under the Senior Secured Term Loan B Facility in the aggregate principal amount of $750,000,000, with Cornerstone National Bank, N.A. as Administrative Agent and Caluvori Capital Partners, Inc. as Co-Lead Arranger, including the execution and delivery of the Credit Agreement, Guarantee and Collateral Agreement, and related financing documents; (iv) the draw of $200,000,000 under the Company's existing $500,000,000 revolving credit facility, including any amendment thereto; and (v) the authorization of officers to take all actions necessary to consummate the transactions. Such copy should be certified by the Secretary or Assistant Secretary of the Company.
\[Signing Resolutions to be attached\]
EXHIBIT C-2
Resolutions of the Board of Directors of Cascade Retail Holdings Inc. Adopted \_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2025
(Closing Resolutions)
Instruction: Attach hereto a true, correct, and complete certified copy of the resolutions duly adopted by the Board of Directors of Cascade Retail Holdings Inc. on the date of Closing (or immediately prior thereto), ratifying and confirming: (i) the consummation of the acquisition of NovaMart Global Inc. pursuant to the Stock Purchase Agreement; (ii) the funding of the Term Loan B Facility and the revolving credit facility draw; and (iii) all other actions taken by the officers of the Company in connection with the transactions contemplated by the Stock Purchase Agreement and the ancillary documents. Such copy should be certified by the Secretary or Assistant Secretary of the Company.
\[Closing Resolutions to be attached\]
Name | Title | Signature
Margaret "Meg" Alderton | Chief Executive Officer | \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Rajiv Sundaram | Chief Financial Officer | \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Elena Vasquez-Bright | General Counsel and Corporate Secretary | \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Theodore "Ted" Langford | Senior Vice President, Corporate Development | \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
\[\\\\\\\\\\\\\\\\\_\] | \[\\\\\\\\\\\\\\\\\\\] | \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
\[\\\\\\\\\\\\\\\\\_\] | \[\\\\\\\\\\\\\\\\\\\] | \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\

SECRETARY'S CERTIFICATE OF CASCADE RETAIL HOLDINGS INC.

COUNTER-CERTIFICATION

EXHIBIT A

EXHIBIT B

EXHIBIT C-1

EXHIBIT C-2

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