1038-00009 · Client 1038 · Closing

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

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SECRETARY'S CERTIFICATE OF NOVAMART GLOBAL INC.

Delivered Pursuant to Section 7.2(a)(iv) of the Stock Purchase Agreement dated May 20, 2025

Form — To be completed and executed at Closing

The undersigned hereby certifies that he/she is the duly elected, qualified, and acting Secretary (or Assistant Secretary) of NovaMart Global Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), having its Employer Identification Number 84-3291547, its principal office located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, and its registered agent in the State of Delaware being Pinnacle Corporate Services Inc., 850 New Burton Road, Suite 201, Dover, Delaware 19904.

This Certificate is delivered by the undersigned in such capacity, 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 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Buyer"), NovaMart Global Inc. (the "Company"), and the Selling Stockholders party thereto (collectively, the "Selling Stockholders"), pursuant to which, among other things, Buyer has agreed to acquire one hundred percent (100%) of the outstanding capital stock of the Company from the Selling Stockholders for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Purchase Price"), subject to the adjustments set forth in the Agreement.

All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.

The undersigned, in his/her capacity as Secretary (or Assistant Secretary) of the Company, and acting on behalf of the Company and not in any personal capacity, hereby certifies to Buyer as follows:

Section 1: Certificate of Incorporation

The undersigned hereby certifies that attached hereto as Exhibit A is a true, complete, and correct copy of the Certificate of Incorporation of NovaMart Global Inc. (the "Certificate of Incorporation"), as originally filed with the Secretary of State of the State of Delaware, together with all amendments and restatements thereto through and including the date hereof, including, without limitation, the Amended and Restated Certificate of Incorporation of NovaMart Global Inc. as filed with the Secretary of State of the State of Delaware.

The Certificate of Incorporation has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached hereto as part of Exhibit A, and the Certificate of Incorporation, as so amended and restated, is in full force and effect as of the date of this Certificate. No proceedings for any further amendment, restatement, supplement, or other modification of the Certificate of Incorporation are pending or, to the knowledge of the undersigned, contemplated as of the date hereof.

[Exhibit A — Certificate of Incorporation, as amended and restated, to be attached]

Section 2: Bylaws

The undersigned hereby certifies that attached hereto as Exhibit B is a true, complete, and correct copy of the Bylaws of NovaMart Global Inc. (the "Bylaws"), as currently in effect on the date hereof.

The Bylaws have not been amended, restated, supplemented, or otherwise modified since ____, 20_ [date of last amendment to be inserted], and are in full force and effect as of the date of this Certificate. No proceedings for any amendment, restatement, supplement, or other modification of the Bylaws are pending or, to the knowledge of the undersigned, contemplated as of the date hereof.

[Exhibit B — Bylaws, as amended, to be attached]

Section 3: Stockholder Written Consent

The undersigned hereby certifies that attached hereto as Exhibit C is a true, complete, and correct copy of the Written Consent of the Stockholders of NovaMart Global Inc. (the "Stockholder Written Consent"), which was duly adopted by the stockholders of the Company in lieu of a meeting of stockholders pursuant to Section 228 of the General Corporation Law of the State of Delaware (the "DGCL").

The Stockholder Written Consent was duly executed by stockholders holding sufficient shares of the Company's capital stock to approve the matters set forth therein, including, without limitation, the transactions contemplated by the Agreement and the sale and transfer of one hundred percent (100%) of the outstanding capital stock of the Company to Buyer. Specifically, the Stockholder Written Consent was executed by the following stockholders of the Company, holding in the aggregate one hundred percent (100%) of the outstanding capital stock of the Company:

The Stockholder Written Consent has not been amended, revoked, withdrawn, or rescinded in any respect and remains in full force and effect as of the date of this Certificate.

Without limiting the generality of the foregoing, the actions authorized and approved by the Stockholder Written Consent include, but are not limited to, the following:

(a) The approval and adoption of the Stock Purchase Agreement, dated as of May 20, 2025, by and among Buyer, the Company, and the Selling Stockholders, together with all exhibits, schedules, and ancillary transaction documents contemplated thereby or delivered in connection therewith;

(b) The authorization of the sale, transfer, assignment, and delivery of all of the outstanding shares of capital stock of the Company (including all shares of common stock and any other equity interests) to Cascade Retail Holdings Inc., upon the terms and subject to the conditions set forth in the Agreement;

(c) The appointment and designation of Ridgeline Equity Partners, LP (acting through Franklin Osei, Managing Partner, as its authorized representative) as the Stockholder Representative for purposes of all post-closing matters arising under or in connection with the Agreement, including, without limitation, the administration and resolution of indemnification claims under Article IX of the Agreement, the resolution of any disputes arising from the post-closing working capital adjustment under Section 2.4 of the Agreement, the instruction and release of funds held in the indemnification escrow account and the adjustment escrow account, and the exercise of all rights and powers of the Selling Stockholders under the Agreement following the Closing; and

(d) The authorization of the officers of the Company, acting singly or jointly, to execute and deliver, on behalf of the Company and the Selling Stockholders (to the extent authorized), all certificates, instruments, agreements, documents, and other deliverables necessary, proper, or advisable to consummate the transactions contemplated by the Agreement, including, without limitation, the closing deliverables specified in Section 7.2 of the Agreement, and to take all such further actions as any such officer may deem necessary or advisable to effectuate the purposes and intent of the foregoing resolutions.

[Exhibit C — Stockholder Written Consent to be attached]

Section 4: Board Resolutions

The undersigned hereby certifies that the Board of Directors of NovaMart Global Inc. (the "Board") duly adopted resolutions (the "Board Resolutions") at a meeting duly called and held [or by unanimous written consent in lieu of a meeting] in accordance with the Certificate of Incorporation, the Bylaws, and the DGCL, a true, complete, and correct copy of which Board Resolutions is attached hereto as Exhibit D (if applicable).

The Board Resolutions authorize and approve, among other things, the following:

(a) The execution and delivery by the Company of the Stock Purchase Agreement and all ancillary agreements, certificates, instruments, and documents contemplated thereby or to be executed and delivered in connection with the transactions contemplated by the Agreement;

(b) The consummation by the Company of all transactions contemplated by the Agreement, including the sale and transfer of all outstanding capital stock of the Company to Buyer, and the performance by the Company of its obligations under the Agreement;

(c) The solicitation and acceptance of the Stockholder Written Consent from the stockholders of the Company authorizing and approving the transactions contemplated by the Agreement; and

(d) The authorization of Julian Reeves, in his capacity as Founder and Chief Executive Officer, Douglas Whitfield, in his capacity as Chief Financial Officer, and Amanda Trevino, in her capacity as General Counsel and Secretary, each acting singly, to execute and deliver, on behalf of the Company, all closing deliverables required or contemplated by the Agreement, and to take all such further actions and execute all such further documents as any such officer may deem necessary, proper, or advisable to consummate the transactions contemplated by the Agreement.

The Board Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date of this Certificate.

[Exhibit D — Board Resolutions, if applicable, to be attached]

Section 5: Incumbency of Officers

The undersigned hereby certifies that each of the following persons is, as of the date hereof, a duly elected or appointed, qualified, and acting officer of NovaMart Global Inc. in the capacity set forth opposite his or her respective name below, and that the signature set forth opposite each such person's name is his or her true and genuine signature:

Each of the persons identified in the foregoing incumbency table is authorized to execute and deliver, on behalf of the Company, the Agreement, the ancillary transaction documents, and all certificates, instruments, agreements, and other documents required or contemplated to be delivered by the Company at or in connection with the Closing, including, without limitation, the following:

(a) The Stock Purchase Agreement, dated as of May 20, 2025, by and among Buyer, the Company, and the Selling Stockholders (as executed on the date thereof);

(b) The Officer's Certificate of NovaMart Global Inc. delivered by the Company at the Closing pursuant to Section 7.2(a)(iii) of the Agreement;

(c) The certificate of non-foreign status of the Company, in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Company is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "FIRPTA Non-Foreign Person Certificate");

(d) The Estimated Closing Statement prepared by the Company in accordance with Section 2.3 of the Agreement, setting forth the Company's good faith estimate of the Closing Date Net Working Capital, Closing Date Cash, Closing Date Indebtedness, and Closing Date Transaction Expenses;

(e) All payoff letters, payoff instructions, and lien release authorization letters necessary to satisfy and discharge the Company's outstanding indebtedness at or prior to the Closing, including, without limitation, all amounts outstanding under the existing $150,000,000 revolving credit facility with Ashford Savings Bank, N.A., pursuant to that certain Credit Agreement, dated as of March 12, 2023, by and between the Company and Ashford Savings Bank, N.A., as administrative agent and lender, as amended;

(f) The employment agreements to be entered into by each of Julian Reeves and Priya Narasimhan with Cascade Retail Holdings Inc. (or one of its designated affiliates), in substantially the forms attached as Exhibits to the Agreement; and

(g) Any and all other closing deliverables, certificates, instruments, agreements, or documents contemplated by the Agreement or reasonably required by Buyer to consummate the transactions contemplated thereby.

Section 6: Good Standing

The undersigned hereby certifies that, to the best of his/her knowledge after due inquiry, the Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification or licensing.

As of the date hereof, the Company is qualified to transact business as a foreign corporation in the following jurisdictions: the State of Texas, the State of California, the State of New Jersey, the State of Georgia, the State of Ohio, the State of Illinois, the Commonwealth of Pennsylvania, the State of Tennessee, the State of Florida, and the State of Washington. Certificates of good standing (or equivalent certificates of status or existence) from the Secretary of State (or equivalent governmental authority) of each of the State of Delaware and each of the foregoing jurisdictions in which the Company is so qualified are being delivered separately as independent closing deliverables at the Closing, in accordance with Section 7.2(a) of the Agreement.

The Company has not filed any certificate of dissolution with the Secretary of State of the State of Delaware or with any other governmental authority, and the Company has not taken any action, nor has any action been authorized, to wind up, liquidate, or dissolve the Company or to terminate the corporate existence of the Company.

Section 7: No Amendments or Modifications

The undersigned hereby certifies that since the date of the Agreement (May 20, 2025), neither the Certificate of Incorporation nor the Bylaws of the Company have been amended, supplemented, restated, or otherwise modified in any respect. No proceedings for the amendment, supplement, restatement, or other modification of the Certificate of Incorporation or the Bylaws of the Company are pending or, to the knowledge of the undersigned, contemplated as of the date hereof.

Section 8: Authorized Capital Stock

The undersigned hereby certifies that the authorized capital stock of the Company, as set forth in the Certificate of Incorporation, consists of:

(a) ____ (___) shares of Common Stock, par value $0.001 per share ("Common Stock"); and

(b) ____ (___) shares of Preferred Stock, par value $0.001 per share ("Preferred Stock").

[Authorized share amounts to be confirmed and inserted based on the Certificate of Incorporation.]

As of the date hereof and immediately prior to the Closing, the issued and outstanding capital stock of the Company consists of all shares of capital stock to be sold, transferred, assigned, and delivered to Buyer pursuant to the Agreement, and there are no other shares of capital stock or other equity interests of the Company issued and outstanding (whether voting or non-voting, common or preferred) other than as expressly set forth in Section 3.3 of the Agreement and the Disclosure Schedules delivered in connection therewith. All such outstanding shares have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws.

[Remainder of this page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of this _ day of ____, 2025 (targeted Closing Date: October 15, 2025).

NOVAMART GLOBAL INC.

By: ________

Name: Amanda Trevino

Title: Secretary

Date: ________

COUNTER-CERTIFICATION

The undersigned, in his capacity as Founder and Chief Executive Officer of NovaMart Global Inc., a Delaware corporation (the "Company"), hereby certifies to Cascade Retail Holdings Inc. that the person who executed the foregoing Secretary's Certificate, Amanda Trevino, is the duly elected, qualified, and acting Secretary of the Company and that the signature set forth above is her true and genuine signature.

NOVAMART GLOBAL INC.

By: ________

Name: Julian Reeves

Title: Founder & Chief Executive Officer

Date: ________

EXHIBIT LIST

Exhibit A — Certificate of Incorporation of NovaMart Global Inc. (as amended and restated)

[To be attached]

Exhibit B — Bylaws of NovaMart Global Inc. (as amended)

[To be attached]

Exhibit C — Stockholder Written Consent

[To be attached]

Exhibit D — Board Resolutions (if applicable)

[To be attached]

Stockholder	Approximate Percentage of Outstanding Common Stock
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 the aggregate, including shares underlying vested stock options)	9.2%
Total	100.0%
Name	Title	Signature
Julian Reeves	Founder & Chief Executive Officer	______
Priya Narasimhan	Co-Founder & Chief Technology Officer	______
Douglas "Doug" Whitfield	Chief Financial Officer	______
Amanda Trevino	General Counsel & Secretary	______
______	______	______

SECRETARY'S CERTIFICATE OF NOVAMART GLOBAL INC.
Delivered Pursuant to Section 7.2(a)(iv) of the Stock Purchase Agreement dated May 20, 2025
Form — To be completed and executed at Closing
The undersigned hereby certifies that he/she is the duly elected, qualified, and acting Secretary (or Assistant Secretary) of NovaMart Global Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), having its Employer Identification Number 84-3291547, its principal office located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, and its registered agent in the State of Delaware being Pinnacle Corporate Services Inc., 850 New Burton Road, Suite 201, Dover, Delaware 19904.
This Certificate is delivered by the undersigned in such capacity, 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 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Buyer"), NovaMart Global Inc. (the "Company"), and the Selling Stockholders party thereto (collectively, the "Selling Stockholders"), pursuant to which, among other things, Buyer has agreed to acquire one hundred percent (100%) of the outstanding capital stock of the Company from the Selling Stockholders for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Purchase Price"), subject to the adjustments set forth in the Agreement.
All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
The undersigned, in his/her capacity as Secretary (or Assistant Secretary) of the Company, and acting on behalf of the Company and not in any personal capacity, hereby certifies to Buyer as follows:
Section 1: Certificate of Incorporation
The undersigned hereby certifies that attached hereto as Exhibit A is a true, complete, and correct copy of the Certificate of Incorporation of NovaMart Global Inc. (the "Certificate of Incorporation"), as originally filed with the Secretary of State of the State of Delaware, together with all amendments and restatements thereto through and including the date hereof, including, without limitation, the Amended and Restated Certificate of Incorporation of NovaMart Global Inc. as filed with the Secretary of State of the State of Delaware.
The Certificate of Incorporation has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached hereto as part of Exhibit A, and the Certificate of Incorporation, as so amended and restated, is in full force and effect as of the date of this Certificate. No proceedings for any further amendment, restatement, supplement, or other modification of the Certificate of Incorporation are pending or, to the knowledge of the undersigned, contemplated as of the date hereof.
[Exhibit A — Certificate of Incorporation, as amended and restated, to be attached]
Section 2: Bylaws
The undersigned hereby certifies that attached hereto as Exhibit B is a true, complete, and correct copy of the Bylaws of NovaMart Global Inc. (the "Bylaws"), as currently in effect on the date hereof.
The Bylaws have not been amended, restated, supplemented, or otherwise modified since ____, 20_ [date of last amendment to be inserted], and are in full force and effect as of the date of this Certificate. No proceedings for any amendment, restatement, supplement, or other modification of the Bylaws are pending or, to the knowledge of the undersigned, contemplated as of the date hereof.
[Exhibit B — Bylaws, as amended, to be attached]
Section 3: Stockholder Written Consent
The undersigned hereby certifies that attached hereto as Exhibit C is a true, complete, and correct copy of the Written Consent of the Stockholders of NovaMart Global Inc. (the "Stockholder Written Consent"), which was duly adopted by the stockholders of the Company in lieu of a meeting of stockholders pursuant to Section 228 of the General Corporation Law of the State of Delaware (the "DGCL").
The Stockholder Written Consent was duly executed by stockholders holding sufficient shares of the Company's capital stock to approve the matters set forth therein, including, without limitation, the transactions contemplated by the Agreement and the sale and transfer of one hundred percent (100%) of the outstanding capital stock of the Company to Buyer. Specifically, the Stockholder Written Consent was executed by the following stockholders of the Company, holding in the aggregate one hundred percent (100%) of the outstanding capital stock of the Company:
The Stockholder Written Consent has not been amended, revoked, withdrawn, or rescinded in any respect and remains in full force and effect as of the date of this Certificate.
Without limiting the generality of the foregoing, the actions authorized and approved by the Stockholder Written Consent include, but are not limited to, the following:
(a) The approval and adoption of the Stock Purchase Agreement, dated as of May 20, 2025, by and among Buyer, the Company, and the Selling Stockholders, together with all exhibits, schedules, and ancillary transaction documents contemplated thereby or delivered in connection therewith;
(b) The authorization of the sale, transfer, assignment, and delivery of all of the outstanding shares of capital stock of the Company (including all shares of common stock and any other equity interests) to Cascade Retail Holdings Inc., upon the terms and subject to the conditions set forth in the Agreement;
(c) The appointment and designation of Ridgeline Equity Partners, LP (acting through Franklin Osei, Managing Partner, as its authorized representative) as the Stockholder Representative for purposes of all post-closing matters arising under or in connection with the Agreement, including, without limitation, the administration and resolution of indemnification claims under Article IX of the Agreement, the resolution of any disputes arising from the post-closing working capital adjustment under Section 2.4 of the Agreement, the instruction and release of funds held in the indemnification escrow account and the adjustment escrow account, and the exercise of all rights and powers of the Selling Stockholders under the Agreement following the Closing; and
(d) The authorization of the officers of the Company, acting singly or jointly, to execute and deliver, on behalf of the Company and the Selling Stockholders (to the extent authorized), all certificates, instruments, agreements, documents, and other deliverables necessary, proper, or advisable to consummate the transactions contemplated by the Agreement, including, without limitation, the closing deliverables specified in Section 7.2 of the Agreement, and to take all such further actions as any such officer may deem necessary or advisable to effectuate the purposes and intent of the foregoing resolutions.
[Exhibit C — Stockholder Written Consent to be attached]
Section 4: Board Resolutions
The undersigned hereby certifies that the Board of Directors of NovaMart Global Inc. (the "Board") duly adopted resolutions (the "Board Resolutions") at a meeting duly called and held [or by unanimous written consent in lieu of a meeting] in accordance with the Certificate of Incorporation, the Bylaws, and the DGCL, a true, complete, and correct copy of which Board Resolutions is attached hereto as Exhibit D (if applicable).
The Board Resolutions authorize and approve, among other things, the following:
(a) The execution and delivery by the Company of the Stock Purchase Agreement and all ancillary agreements, certificates, instruments, and documents contemplated thereby or to be executed and delivered in connection with the transactions contemplated by the Agreement;
(b) The consummation by the Company of all transactions contemplated by the Agreement, including the sale and transfer of all outstanding capital stock of the Company to Buyer, and the performance by the Company of its obligations under the Agreement;
(c) The solicitation and acceptance of the Stockholder Written Consent from the stockholders of the Company authorizing and approving the transactions contemplated by the Agreement; and
(d) The authorization of Julian Reeves, in his capacity as Founder and Chief Executive Officer, Douglas Whitfield, in his capacity as Chief Financial Officer, and Amanda Trevino, in her capacity as General Counsel and Secretary, each acting singly, to execute and deliver, on behalf of the Company, all closing deliverables required or contemplated by the Agreement, and to take all such further actions and execute all such further documents as any such officer may deem necessary, proper, or advisable to consummate the transactions contemplated by the Agreement.
The Board Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date of this Certificate.
[Exhibit D — Board Resolutions, if applicable, to be attached]
Section 5: Incumbency of Officers
The undersigned hereby certifies that each of the following persons is, as of the date hereof, a duly elected or appointed, qualified, and acting officer of NovaMart Global Inc. in the capacity set forth opposite his or her respective name below, and that the signature set forth opposite each such person's name is his or her true and genuine signature:
Each of the persons identified in the foregoing incumbency table is authorized to execute and deliver, on behalf of the Company, the Agreement, the ancillary transaction documents, and all certificates, instruments, agreements, and other documents required or contemplated to be delivered by the Company at or in connection with the Closing, including, without limitation, the following:
(a) The Stock Purchase Agreement, dated as of May 20, 2025, by and among Buyer, the Company, and the Selling Stockholders (as executed on the date thereof);
(b) The Officer's Certificate of NovaMart Global Inc. delivered by the Company at the Closing pursuant to Section 7.2(a)(iii) of the Agreement;
(c) The certificate of non-foreign status of the Company, in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2), certifying that the Company is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "FIRPTA Non-Foreign Person Certificate");
(d) The Estimated Closing Statement prepared by the Company in accordance with Section 2.3 of the Agreement, setting forth the Company's good faith estimate of the Closing Date Net Working Capital, Closing Date Cash, Closing Date Indebtedness, and Closing Date Transaction Expenses;
(e) All payoff letters, payoff instructions, and lien release authorization letters necessary to satisfy and discharge the Company's outstanding indebtedness at or prior to the Closing, including, without limitation, all amounts outstanding under the existing $150,000,000 revolving credit facility with Ashford Savings Bank, N.A., pursuant to that certain Credit Agreement, dated as of March 12, 2023, by and between the Company and Ashford Savings Bank, N.A., as administrative agent and lender, as amended;
(f) The employment agreements to be entered into by each of Julian Reeves and Priya Narasimhan with Cascade Retail Holdings Inc. (or one of its designated affiliates), in substantially the forms attached as Exhibits to the Agreement; and
(g) Any and all other closing deliverables, certificates, instruments, agreements, or documents contemplated by the Agreement or reasonably required by Buyer to consummate the transactions contemplated thereby.
Section 6: Good Standing
The undersigned hereby certifies that, to the best of his/her knowledge after due inquiry, the Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification or licensing.
As of the date hereof, the Company is qualified to transact business as a foreign corporation in the following jurisdictions: the State of Texas, the State of California, the State of New Jersey, the State of Georgia, the State of Ohio, the State of Illinois, the Commonwealth of Pennsylvania, the State of Tennessee, the State of Florida, and the State of Washington. Certificates of good standing (or equivalent certificates of status or existence) from the Secretary of State (or equivalent governmental authority) of each of the State of Delaware and each of the foregoing jurisdictions in which the Company is so qualified are being delivered separately as independent closing deliverables at the Closing, in accordance with Section 7.2(a) of the Agreement.
The Company has not filed any certificate of dissolution with the Secretary of State of the State of Delaware or with any other governmental authority, and the Company has not taken any action, nor has any action been authorized, to wind up, liquidate, or dissolve the Company or to terminate the corporate existence of the Company.
Section 7: No Amendments or Modifications
The undersigned hereby certifies that since the date of the Agreement (May 20, 2025), neither the Certificate of Incorporation nor the Bylaws of the Company have been amended, supplemented, restated, or otherwise modified in any respect. No proceedings for the amendment, supplement, restatement, or other modification of the Certificate of Incorporation or the Bylaws of the Company are pending or, to the knowledge of the undersigned, contemplated as of the date hereof.
Section 8: Authorized Capital Stock
The undersigned hereby certifies that the authorized capital stock of the Company, as set forth in the Certificate of Incorporation, consists of:
(a) ____ (___) shares of Common Stock, par value $0.001 per share ("Common Stock"); and
(b) ____ (___) shares of Preferred Stock, par value $0.001 per share ("Preferred Stock").
[Authorized share amounts to be confirmed and inserted based on the Certificate of Incorporation.]
As of the date hereof and immediately prior to the Closing, the issued and outstanding capital stock of the Company consists of all shares of capital stock to be sold, transferred, assigned, and delivered to Buyer pursuant to the Agreement, and there are no other shares of capital stock or other equity interests of the Company issued and outstanding (whether voting or non-voting, common or preferred) other than as expressly set forth in Section 3.3 of the Agreement and the Disclosure Schedules delivered in connection therewith. All such outstanding shares have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in compliance with all applicable federal and state securities laws.
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IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of this _ day of ____, 2025 (targeted Closing Date: October 15, 2025).
NOVAMART GLOBAL INC.
By: ________
Name: Amanda Trevino
Title: Secretary
Date: ________
COUNTER-CERTIFICATION
The undersigned, in his capacity as Founder and Chief Executive Officer of NovaMart Global Inc., a Delaware corporation (the "Company"), hereby certifies to Cascade Retail Holdings Inc. that the person who executed the foregoing Secretary's Certificate, Amanda Trevino, is the duly elected, qualified, and acting Secretary of the Company and that the signature set forth above is her true and genuine signature.
NOVAMART GLOBAL INC.
By: ________
Name: Julian Reeves
Title: Founder & Chief Executive Officer
Date: ________
EXHIBIT LIST
Exhibit A — Certificate of Incorporation of NovaMart Global Inc. (as amended and restated)
[To be attached]
Exhibit B — Bylaws of NovaMart Global Inc. (as amended)
[To be attached]
Exhibit C — Stockholder Written Consent
[To be attached]
Exhibit D — Board Resolutions (if applicable)
[To be attached]
Stockholder | Approximate Percentage of Outstanding Common Stock
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 the aggregate, including shares underlying vested stock options) | 9.2%
Total | 100.0%
Name | Title | Signature
Julian Reeves | Founder & Chief Executive Officer | ______
Priya Narasimhan | Co-Founder & Chief Technology Officer | ______
Douglas "Doug" Whitfield | Chief Financial Officer | ______
Amanda Trevino | General Counsel & Secretary | ______
______ | ______ | ______

SECRETARY'S CERTIFICATE OF NOVAMART GLOBAL INC.

NOVAMART GLOBAL INC.

COUNTER-CERTIFICATION

NOVAMART GLOBAL INC.

EXHIBIT LIST

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