1038-00009 · Client 1038 · Corporate Approvals

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Contract analysis Extract to table

DRAFT — FOR DISCUSSION PURPOSES ONLY

RESOLUTIONS OF THE BOARD OF DIRECTORS

CASCADE RETAIL HOLDINGS INC.

Adopted [●], 2025

NOT FOR EXECUTION

Prepared by:

Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, New York 10022

Matter: Acquisition of NovaMart Global Inc.

RESOLUTIONS OF THE BOARD OF DIRECTORS

CASCADE RETAIL HOLDINGS INC.

Adopted [●], 2025

PREAMBLE AND RECITALS

The Board of Directors (the "Board") of Cascade Retail Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "Cascade"), having its shares of common stock listed on the Nasdaq Global Select Market under the ticker symbol "CRHI," Employer Identification Number 91-2847653, with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119, convened a duly called meeting on [●], 2025 (or, alternatively, acted by unanimous written consent in lieu of a meeting, pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 8 of the Company's Amended and Restated Bylaws (the "Bylaws")), immediately prior to the closing of the acquisition described herein. Notice of such meeting was duly given to all directors in accordance with the Company's Bylaws, or such notice was duly waived by each director entitled thereto, and a quorum of the Board was present throughout the meeting (or all directors of the Company participated in such written consent). The actions taken herein are in accordance with the Company's Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation"), the Bylaws, and the DGCL.

The Board, having reviewed the materials and information provided by the Company's management, outside legal counsel, financial advisor, and other advisors, and having deliberated with respect to the matters set forth below, makes the following recitals and adopts the following resolutions:

WHEREAS, on May 20, 2025 (the "Signing Date"), the Company entered into that certain Stock Purchase Agreement (as amended, supplemented, or otherwise modified from time to time, the "SPA") by and among Cascade Retail Holdings Inc. (as Buyer), NovaMart Global Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Target" or "NovaMart"), and the selling stockholders of NovaMart identified on Annex A to the SPA (collectively, the "Selling Stockholders"), including (i) Ridgeline Equity Partners, LP, a Delaware limited partnership (holding approximately 41.2% of the issued and outstanding shares of NovaMart common stock), (ii) Brindoval Ventures Fund III, LP, a Delaware limited partnership (holding approximately 22.8% of the issued and outstanding shares of NovaMart common stock), (iii) Julian Reeves, an individual (holding approximately 18.5% of the issued and outstanding shares of NovaMart common stock), (iv) Priya Narasimhan, an individual (holding approximately 8.3% of the issued and outstanding shares of NovaMart common stock), and (v) other management and employee stockholders (holding approximately 9.2% of the issued and outstanding shares of NovaMart common stock in the aggregate);

WHEREAS, pursuant to the SPA, the Company agreed to acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart from the Selling Stockholders for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Purchase Price"), payable in cash at the closing of the transactions contemplated by the SPA (the "Closing"), subject to certain adjustments as set forth in the SPA, including the estimated working capital adjustment;

WHEREAS, on May 20, 2025, the Board adopted certain resolutions (the "Signing Resolutions") approving the execution and delivery of the SPA and the ancillary transaction documents, authorizing the incurrence of the Seven Hundred Fifty Million Dollar ($750,000,000) Senior Secured Term Loan B facility, and authorizing the Two Hundred Million Dollar ($200,000,000) draw on the Company's existing Five Hundred Million Dollar ($500,000,000) revolving credit facility (the "Revolving Credit Facility") with Cornerstone National Bank, N.A., as Administrative Agent, in connection with the financing of the transactions contemplated by the SPA, and such Signing Resolutions remain in full force and effect as of the date hereof;

WHEREAS, prior to the Signing Date, on February 3, 2025, the Board adopted resolutions authorizing the Company's management and advisors to pursue the acquisition of NovaMart, to engage in due diligence, and to negotiate the terms of the SPA and related transaction documents, and such authorization was relied upon throughout the pendency of negotiations leading to the execution of the SPA;

WHEREAS, all conditions precedent to the Closing of the transactions contemplated by the SPA set forth in Article VII of the SPA have been satisfied or, to the extent permitted by the SPA, duly waived, including without limitation:

(i) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), including full compliance by the Company and NovaMart with the Second Request issued by the Antitrust Division of the United States Department of Justice on May 8, 2025, which waiting period has expired or been terminated as of the date hereof;

(ii) the absence of any order, injunction, judgment, decree, ruling, or other legal restraint issued by any court of competent jurisdiction or governmental authority prohibiting, restraining, or otherwise preventing the consummation of the Closing or any of the transactions contemplated by the SPA;

(iii) the accuracy of the representations and warranties of NovaMart and the Selling Stockholders contained in Article III and Article IV of the SPA, respectively, as of the Signing Date and as of the Closing Date (or, with respect to representations and warranties that speak as of a specific date, as of such date), in each case subject to the applicable materiality and Material Adverse Effect qualifiers set forth therein;

(iv) the performance and compliance by NovaMart and the Selling Stockholders with all covenants and agreements required to be performed or complied with by them at or prior to the Closing, including, without limitation, the interim operating covenants set forth in Section 6.01 of the SPA;

(v) the delivery of all required closing certificates and deliverables, including the officer's certificate of NovaMart delivered pursuant to Section 7.02(c) of the SPA, the secretary's certificate of NovaMart, good standing certificates for NovaMart issued by the Secretary of State of the State of Delaware (dated not more than five (5) business days prior to the Closing Date), and the non-foreign person certificate in accordance with Treasury Regulations Section 1.1445-2(b)(2) (the "FIRPTA Certificate");

(vi) the receipt of all required third-party consents under approximately thirty-four (34) contracts of NovaMart containing change of control provisions, as identified on Schedule 3.04 of the SPA, including consents from key vendor and supplier agreements, landlord consents, and customer agreements, in each case in form and substance reasonably satisfactory to the Company; and

(vii) the absence of any event, occurrence, development, circumstance, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect with respect to NovaMart, as such term is defined in Section 1.01 of the SPA;

WHEREAS, pursuant to the Commitment Letter dated May 15, 2025 (Reference: CL-2025-0515-CRNB) from Cornerstone National Bank, N.A. (as Administrative Agent) and Caluvori Capital Partners, Inc. (as Co-Lead Arranger and Joint Bookrunner) (the "Commitment Letter"), the Company has obtained binding commitments for a Seven Hundred Fifty Million Dollar ($750,000,000) Senior Secured Term Loan B facility (the "Term Loan B"), bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 275 basis points, with a seven (7)-year maturity, one percent (1%) annual amortization, and customary covenants and conditions for facilities of this type, and the lenders party to the Term Loan B Credit Agreement (as defined below) are prepared to fund the Term Loan B at the Closing;

WHEREAS, the First Amendment (the "Revolver Amendment") to the Company's existing Five Hundred Million Dollar ($500,000,000) Revolving Credit Facility with Cornerstone National Bank, N.A. (as Administrative Agent) and the lenders party thereto has been duly executed and delivered by all parties thereto, and such Revolver Amendment, among other things, permits the acquisition of NovaMart, the incurrence of the Term Loan B, and the drawdown of Two Hundred Million Dollars ($200,000,000) under the Revolving Credit Facility at the Closing;

WHEREAS, in addition to the Term Loan B proceeds and the Revolving Credit Facility draw, the Company will utilize Two Hundred Fifty Million Dollars ($250,000,000) in cash on hand from its balance sheet to fund the balance of the Purchase Price;

WHEREAS, the total sources of funds of One Billion Two Hundred Million Dollars ($1,200,000,000), consisting of Seven Hundred Fifty Million Dollars ($750,000,000) from the Term Loan B, Two Hundred Million Dollars ($200,000,000) from the Revolving Credit Facility draw, and Two Hundred Fifty Million Dollars ($250,000,000) from cash on hand, are sufficient to fund the aggregate Purchase Price, and approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) in estimated transaction costs (as more fully described herein) will be funded from the Company's working capital and other available resources;

WHEREAS, at the Closing, Ninety-Six Million Dollars ($96,000,000) (representing eight percent (8%) of the Purchase Price) will be deposited into an escrow account (the "Escrow Fund") maintained with Marlowe Asset Management Trust Company, N.A. (the "Escrow Agent"), pursuant to the Escrow Agreement (as defined below), and One Billion One Hundred Four Million Dollars ($1,104,000,000) will be paid as net cash consideration to the Selling Stockholders (or the Paying Agent on their behalf), subject to the estimated working capital adjustment relative to the Seventy-Eight Million Five Hundred Thousand Dollar ($78,500,000) target net working capital amount set forth in Section 2.06 of the SPA;

WHEREAS, the SPA provides for an indemnification cap of Two Hundred Sixteen Million Dollars ($216,000,000) (representing eighteen percent (18%) of the Purchase Price), with a twenty-four (24)-month survival period for general representations and warranties, and the Company has obtained a representations and warranties insurance policy (the "R&W Insurance Policy") from Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832) with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000) and a retention (self-insured amount) of Twelve Million Dollars ($12,000,000), brokered by Northbridge Risk Advisors LLC;

WHEREAS, in connection with the Closing, the Company is entering into, or has entered into, the following ancillary agreements and arrangements (collectively, the "Ancillary Agreements"):

(i) the Escrow Agreement (the "Escrow Agreement") by and among the Company, Ridgeline Equity Partners, LP, in its capacity as representative of the Selling Stockholders (the "Stockholder Representative," acting through Franklin Osei, its authorized representative), and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent);

(ii) the Stockholder Representative Agreement (the "Stockholder Representative Agreement") by and between the Company and Ridgeline Equity Partners, LP (as Stockholder Representative);

(iii) the Paying Agent Agreement (the "Paying Agent Agreement") by and between the Company and Marlowe Asset Management Trust Company, N.A. (as Paying Agent), governing the distribution of closing consideration to the Selling Stockholders;

(iv) the Senior Secured Term Loan B Credit Agreement (the "Term Loan B Credit Agreement") by and among the Company, Cornerstone National Bank, N.A. (as Administrative Agent), Caluvori Capital Partners, Inc. (as Co-Lead Arranger and Joint Bookrunner), and the lenders party thereto, providing for the $750,000,000 Term Loan B facility;

(v) the Guarantee and Collateral Agreement (the "Guarantee and Collateral Agreement") by and among the Company, certain of its domestic subsidiaries (including, upon consummation of the Closing, NovaMart and its domestic subsidiaries), and Cornerstone National Bank, N.A. (as Administrative Agent), in connection with the Term Loan B, providing for guarantees and the grant of security interests in substantially all assets of the Company and the subsidiary guarantors;

(vi) the Employment Agreement by and between the Company (or its designee) and Julian Reeves (the "Reeves Employment Agreement"), providing for a three (3)-year initial term, an annual base salary of Six Hundred Twenty-Five Thousand Dollars ($625,000), a target annual bonus of seventy-five percent (75%) of base salary, and an equity grant of 150,000 restricted shares of Cascade common stock, par value $0.001 per share, vesting ratably over three (3) years from the Closing Date;

(vii) the Employment Agreement by and between the Company (or its designee) and Priya Narasimhan (the "Narasimhan Employment Agreement"), providing for a three (3)-year initial term, an annual base salary of Five Hundred Seventy-Five Thousand Dollars ($575,000), a target annual bonus of seventy percent (70%) of base salary, and an equity grant of 125,000 restricted shares of Cascade common stock, par value $0.001 per share, vesting ratably over three (3) years from the Closing Date;

(viii) the Key Employee Retention Plan (the "Retention Plan"), providing for an aggregate retention pool of Eighteen Million Dollars ($18,000,000), with fifty percent (50%) ($9,000,000) payable at the Closing and fifty percent (50%) ($9,000,000) payable on the first anniversary of the Closing, in each case subject to continued employment of the eligible employees;

(ix) the directors' and officers' liability tail insurance policy (the "D&O Tail Policy") procured from Sovereign Assurance Group Ltd. for the benefit of NovaMart's pre-closing directors and officers, providing for a six (6)-year tail coverage period at an aggregate premium of One Million Eight Hundred Thousand Dollars ($1,800,000); and

(x) the payoff and termination at the Closing of NovaMart's existing One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility with Ashford Savings Bank, N.A. (the "Ashford Credit Facility"), including the delivery of payoff funds in the estimated amount of approximately One Hundred Forty-Three Million Two Hundred Thousand Dollars ($143,200,000) in outstanding principal plus accrued and unpaid interest, and the receipt of UCC-3 termination statements and lien releases with respect to all liens and security interests granted thereunder;

WHEREAS, the Company has been advised in connection with the transactions contemplated by the SPA by the following advisors:

(i) Calderwood & Harkness LLP, as outside legal counsel (Harrison Wexford, Responsible Partner);

(ii) Whitfield & Crane LLP, as outside antitrust counsel (Gabriela Montoya, Partner);

(iii) Hargrove Mead & Co., as financial advisor (Christopher Dunleavy, Managing Director);

(iv) Whitmore & Paige LLP, as accounting and tax advisor (Sandra Chiu, Engagement Partner); and

(v) Northbridge Risk Advisors LLC, as representations and warranties insurance broker (Thomas Ellingsen, Senior Vice President);

WHEREAS, after careful consideration of the terms and conditions of the SPA and the Ancillary Agreements, the reports and advice of the Company's legal, financial, accounting, tax, and insurance advisors, the due diligence findings with respect to NovaMart and its business, assets, liabilities, operations, financial condition, and prospects, the strategic rationale for the transaction, including extending Cascade's reach into the rapidly growing third-party marketplace segment and adding NovaMart's approximately 62,400 active sellers and 9.1 million registered buyers to Cascade's existing platform of approximately 28 million active customers and approximately 380 brick-and-mortar retail locations, and all other factors deemed relevant by the Board, the Board has determined that the consummation of the acquisition of NovaMart on the terms and subject to the conditions set forth in the SPA and the Ancillary Agreements is fair to, and in the best interests of, the Company and its stockholders, and is consistent with the Company's strategic plan for long-term growth and value creation.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, as follows:

Resolution 1 — Ratification and Confirmation of SPA and Signing Resolutions

RESOLVED, that the Signing Resolutions adopted by the Board on May 20, 2025, approving the execution, delivery, and performance by the Company of the SPA and the Ancillary Agreements, and authorizing the financing transactions in connection therewith, are hereby ratified and confirmed in all respects, and such Signing Resolutions shall continue in full force and effect.

RESOLVED FURTHER, that the execution, delivery, and performance by the Company of the SPA, including all schedules, exhibits, annexes, and amendments thereto, and all ancillary documents, agreements, instruments, and certificates executed and delivered in connection therewith, are hereby ratified and confirmed in all respects as the valid and binding acts and obligations of the Company.

Resolution 2 — Approval of the Closing

RESOLVED, that the consummation of the Closing of the transactions contemplated by the SPA, including the acquisition by the Company of one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc. from the Selling Stockholders for an aggregate Purchase Price of One Billion Two Hundred Million Dollars ($1,200,000,000), subject to the adjustments set forth in the SPA, is hereby approved, ratified, and confirmed in all respects, and the Authorized Officers (as defined below) are hereby authorized, empowered, and directed to take all actions necessary or appropriate to consummate the Closing on the Closing Date.

RESOLVED FURTHER, that the payment of One Billion One Hundred Four Million Dollars ($1,104,000,000) in net cash consideration to the Selling Stockholders (or to the Paying Agent on behalf of the Selling Stockholders), subject to the estimated working capital adjustment relative to the Seventy-Eight Million Five Hundred Thousand Dollar ($78,500,000) target net working capital amount set forth in Section 2.06 of the SPA, and the deposit of Ninety-Six Million Dollars ($96,000,000) into escrow with Marlowe Asset Management Trust Company, N.A. (as Escrow Agent) pursuant to the Escrow Agreement, are hereby approved and authorized, and the Authorized Officers are directed to cause such payments and deposits to be made in accordance with the terms of the SPA and the Funds Flow Memorandum (as defined below).

Resolution 3 — Approval of the Financing Transactions

RESOLVED, that the execution, delivery, and performance by the Company of the Term Loan B Credit Agreement, providing for a Seven Hundred Fifty Million Dollar ($750,000,000) Senior Secured Term Loan B facility with Cornerstone National Bank, N.A. (as Administrative Agent) and Caluvori Capital Partners, Inc. (as Co-Lead Arranger and Joint Bookrunner), and the lenders party thereto, together with all related notes, schedules, exhibits, and ancillary documents, and the related Guarantee and Collateral Agreement by and among the Company, certain of its domestic subsidiaries, and Cornerstone National Bank, N.A. (as Administrative Agent), including the grant of liens and security interests in substantially all assets of the Company and the subsidiary guarantors as collateral for the obligations thereunder, are hereby approved in all respects.

RESOLVED FURTHER, that the drawdown of Two Hundred Million Dollars ($200,000,000) under the Company's existing Five Hundred Million Dollar ($500,000,000) Revolving Credit Facility with Cornerstone National Bank, N.A. (as Administrative Agent), as amended by the Revolver Amendment, is hereby approved and authorized, and the Authorized Officers are directed to deliver such borrowing notices and other documentation as may be required under the Revolving Credit Facility to effect such drawdown at or prior to the Closing.

RESOLVED FURTHER, that the utilization of Two Hundred Fifty Million Dollars ($250,000,000) in cash on hand from the Company's balance sheet to fund the balance of the Purchase Price is hereby approved and authorized.

RESOLVED FURTHER, that the payment of all financing fees and expenses incurred in connection with the Term Loan B and the Revolving Credit Facility draw, including without limitation the one and one-half percent (1.5%) original issue discount on the Term Loan B in the amount of Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000), and all related arrangement fees, upfront fees, administrative agent fees, and lender expenses, is hereby approved and authorized.

Resolution 4 — Approval of the Escrow Agreement

RESOLVED, that the execution, delivery, and performance by the Company of the Escrow Agreement by and among Cascade Retail Holdings Inc., Ridgeline Equity Partners, LP (in its capacity as Stockholder Representative), and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent), governing the establishment, maintenance, and release of the Ninety-Six Million Dollar ($96,000,000) Escrow Fund, substantially in the form attached hereto as Exhibit B, is hereby approved in all respects, and the Authorized Officers are hereby authorized, empowered, and directed to execute and deliver the same on behalf of the Company.

Resolution 5 — Approval of the Stockholder Representative Agreement

RESOLVED, that the execution, delivery, and performance by the Company of the Stockholder Representative Agreement with Ridgeline Equity Partners, LP (acting through its authorized representative, Franklin Osei), in its capacity as the representative of the Selling Stockholders for purposes of the SPA, the Escrow Agreement, and the indemnification provisions of Article IX of the SPA, substantially in the form attached hereto as Exhibit C, is hereby approved in all respects, and the Authorized Officers are hereby authorized, empowered, and directed to execute and deliver the same on behalf of the Company.

Resolution 6 — Approval of the Paying Agent Agreement

RESOLVED, that the execution, delivery, and performance by the Company of the Paying Agent Agreement with Marlowe Asset Management Trust Company, N.A. (as Paying Agent), governing the distribution of closing consideration to the Selling Stockholders in accordance with the allocation schedule set forth in Annex A to the SPA and the payment instructions delivered by each Selling Stockholder, substantially in the form attached hereto as Exhibit D, is hereby approved in all respects, and the Authorized Officers are hereby authorized, empowered, and directed to execute and deliver the same on behalf of the Company.

Resolution 7 — Approval of Employment Agreements

RESOLVED, that the execution, delivery, and performance by the Company (or its designee, including NovaMart as a post-closing subsidiary) of the Reeves Employment Agreement with Julian Reeves, providing for a three (3)-year initial term commencing on the Closing Date, an annual base salary of Six Hundred Twenty-Five Thousand Dollars ($625,000), a target annual bonus equal to seventy-five percent (75%) of base salary, and an equity grant of one hundred fifty thousand (150,000) restricted shares of Cascade common stock, par value $0.001 per share, vesting ratably over three (3) years from the Closing Date, substantially in the form attached hereto as Exhibit H, is hereby approved in all respects, and the Authorized Officers are hereby authorized, empowered, and directed to execute and deliver the same on behalf of the Company.

RESOLVED FURTHER, that the execution, delivery, and performance by the Company (or its designee, including NovaMart as a post-closing subsidiary) of the Narasimhan Employment Agreement with Priya Narasimhan, providing for a three (3)-year initial term commencing on the Closing Date, an annual base salary of Five Hundred Seventy-Five Thousand Dollars ($575,000), a target annual bonus equal to seventy percent (70%) of base salary, and an equity grant of one hundred twenty-five thousand (125,000) restricted shares of Cascade common stock, par value $0.001 per share, vesting ratably over three (3) years from the Closing Date, substantially in the form attached hereto as Exhibit I, is hereby approved in all respects, and the Authorized Officers are hereby authorized, empowered, and directed to execute and deliver the same on behalf of the Company.

Resolution 8 — Approval of Key Employee Retention Plan

RESOLVED, that the Key Employee Retention Plan providing for an aggregate retention pool of Eighteen Million Dollars ($18,000,000), with fifty percent (50%) thereof (Nine Million Dollars ($9,000,000)) payable at the Closing and fifty percent (50%) thereof (Nine Million Dollars ($9,000,000)) payable on the first anniversary of the Closing Date, in each case subject to the continued employment of the eligible employees as set forth in the Retention Plan, substantially in the form attached hereto as Exhibit J, is hereby approved in all respects, and the Authorized Officers are hereby authorized, empowered, and directed to implement the Retention Plan, including causing the Company or NovaMart to make all payments due thereunder and to execute and deliver such individual retention agreements and other documentation as may be necessary or appropriate in connection therewith.

Resolution 9 — Approval of Equity Grants

RESOLVED, that, pursuant to the Company's Amended and Restated 2021 Equity Incentive Plan (the "Equity Plan") and subject to the terms and conditions thereof, the issuance of one hundred fifty thousand (150,000) restricted shares of Cascade common stock, par value $0.001 per share, to Julian Reeves, and one hundred twenty-five thousand (125,000) restricted shares of Cascade common stock, par value $0.001 per share, to Priya Narasimhan, in each case vesting ratably over three (3) years from the Closing Date (with one-third of such shares vesting on each of the first, second, and third anniversaries of the Closing Date), subject to the recipient's continued service with the Company or its subsidiaries through each applicable vesting date (except as may otherwise be provided in the applicable restricted stock award agreement), is hereby approved and authorized in all respects.

RESOLVED FURTHER, that the Authorized Officers are hereby authorized and directed to cause such restricted shares to be issued and registered in the names of the recipients on the books and records of the Company, to cause Continental Stocktransfer & Trust, Inc. (or such other transfer agent as may be designated by the Company) to issue certificates or book-entry positions representing such shares (subject to appropriate legends and transfer restrictions), to execute and deliver restricted stock award agreements with each recipient in the form approved by the Compensation Committee of the Board, and to take all necessary steps to comply with applicable federal and state securities laws, including the filing of any required Form S-8 registration statement or reliance on applicable exemptions from registration.

Resolution 10 — Approval of Payoff of NovaMart Existing Credit Facility

RESOLVED, that the payoff and termination at the Closing of NovaMart's existing One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility with Ashford Savings Bank, N.A. (the "Ashford Credit Facility"), including the delivery of payoff funds in the estimated amount of approximately One Hundred Forty-Three Million Two Hundred Thousand Dollars ($143,200,000) in outstanding principal plus accrued and unpaid interest (as set forth in the payoff letter attached hereto as Exhibit N), the receipt of UCC-3 termination statements, mortgage releases, intellectual property lien releases, and all other lien releases and termination documentation with respect to all liens, security interests, and encumbrances granted under or in connection with the Ashford Credit Facility, is hereby approved and authorized in all respects, and the Authorized Officers are directed to cause such payoff to be effected at or immediately following the Closing in accordance with the funds flow.

Resolution 11 — Approval of D&O Tail Insurance

RESOLVED, that the procurement and payment by the Company (or NovaMart, as its post-closing subsidiary) of the six (6)-year directors' and officers' liability tail insurance policy from Sovereign Assurance Group Ltd. (the "D&O Tail Policy") for the benefit of NovaMart's pre-closing directors and officers, at an aggregate premium of One Million Eight Hundred Thousand Dollars ($1,800,000), substantially in the form of the policy binder attached hereto as Exhibit M, in satisfaction of the Company's obligations under Section 6.06 of the SPA, is hereby approved and authorized in all respects.

Resolution 12 — Approval of Representations and Warranties Insurance

RESOLVED, that the Company's procurement and maintenance of the representations and warranties insurance policy issued by Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832) (the "R&W Insurance Policy"), with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000), a retention (self-insured amount) of Twelve Million Dollars ($12,000,000), and an aggregate premium (including underwriting fees and taxes) of Five Million Four Hundred Thousand Dollars ($5,400,000), brokered by Northbridge Risk Advisors LLC (Thomas Ellingsen, Senior Vice President), substantially in the form of the policy binder attached hereto as Exhibit L, is hereby ratified, confirmed, and approved in all respects, and the Authorized Officers are authorized and directed to take all actions necessary or appropriate to bind, maintain, and administer such policy.

Resolution 13 — Approval of Transaction Costs

RESOLVED, that the payment of estimated transaction costs of approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) in the aggregate is hereby approved and authorized, including without limitation the following:

(a) legal fees payable to Calderwood & Harkness LLP in the estimated amount of Eight Million Two Hundred Thousand Dollars ($8,200,000);

(b) financial advisory fees payable to Hargrove Mead & Co. in the amount of Fourteen Million Four Hundred Thousand Dollars ($14,400,000), representing 1.2% of the aggregate deal value, payable upon the Closing;

(c) accounting and tax advisory fees payable to Whitmore & Paige LLP in the estimated amount of Three Million One Hundred Thousand Dollars ($3,100,000);

(d) the HSR Act filing fee in the amount of Two Million Three Hundred Ninety Thousand Dollars ($2,390,000);

(e) the R&W Insurance Policy premium in the amount of Five Million Four Hundred Thousand Dollars ($5,400,000);

(f) financing fees, including the Term Loan B original issue discount of Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000);

(g) the D&O Tail Policy premium in the amount of One Million Eight Hundred Thousand Dollars ($1,800,000); and

(h) miscellaneous costs and expenses, including title insurance, transfer agent fees, filing fees, printing costs, and other customary closing expenses, in the estimated aggregate amount of Seven Hundred Sixty Thousand Dollars ($760,000);

and the Authorized Officers are hereby authorized and directed to pay or cause to be paid such transaction costs in accordance with the applicable engagement letters, fee arrangements, invoices, and the Funds Flow Memorandum.

Resolution 14 — Approval of Funds Flow

RESOLVED, that the funds flow for the Closing, substantially in the form of the Funds Flow Memorandum presented to the Board and attached hereto as Exhibit K (the "Funds Flow Memorandum"), is hereby approved in all respects, such Funds Flow Memorandum reflecting:

Sources:

• Seven Hundred Fifty Million Dollars ($750,000,000) — proceeds of the Term Loan B;

• Two Hundred Million Dollars ($200,000,000) — drawdown under the Revolving Credit Facility; and

• Two Hundred Fifty Million Dollars ($250,000,000) — cash on hand from the Company's balance sheet;

Uses:

• One Billion One Hundred Four Million Dollars ($1,104,000,000) — net cash consideration payable to the Selling Stockholders (or the Paying Agent on their behalf);

• Ninety-Six Million Dollars ($96,000,000) — deposit into escrow with Marlowe Asset Management Trust Company, N.A. (as Escrow Agent);

• Approximately One Hundred Forty-Three Million Two Hundred Thousand Dollars ($143,200,000) — payoff of the Ashford Credit Facility; and

• Approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) — transaction costs and expenses;

together with all wire transfer instructions for Cornerstone National Bank, N.A., Marlowe Asset Management Trust Company, N.A., Ashford Savings Bank, N.A., and the Selling Stockholders (or the Paying Agent on their behalf), as set forth in the Funds Flow Memorandum, and the Authorized Officers are hereby authorized and directed to initiate, authorize, and confirm all wire transfers and funds disbursements in accordance with the Funds Flow Memorandum and to make such ministerial adjustments to the Funds Flow Memorandum as may be necessary to reflect final amounts determined at or immediately prior to the Closing.

Resolution 15 — Authorization of Officers

RESOLVED, that Margaret "Meg" Alderton, Chief Executive Officer; Rajiv Sundaram, Chief Financial Officer; Elena Vasquez-Bright, General Counsel and Secretary; and Theodore "Ted" Langford, Senior Vice President, Corporate Development (each, an "Authorized Officer" and collectively, the "Authorized Officers"), are hereby authorized, empowered, and directed, in the name and on behalf of the Company, acting individually or jointly, to:

(a) execute and deliver the SPA (including any amendments, waivers, or modifications thereto approved in accordance with its terms) and all Ancillary Agreements, closing certificates, bring-down certificates, officer's certificates, secretary's certificates, and any and all other documents, instruments, and certificates required to be delivered by the Company in connection with the Closing;

(b) execute and deliver the Term Loan B Credit Agreement, the Guarantee and Collateral Agreement, and all related financing documents, including promissory notes, borrowing notices, compliance certificates, perfection certificates, UCC-1 financing statements, intellectual property security agreements, mortgage instruments, and any and all other documents, instruments, and agreements required in connection with the Term Loan B facility and the Revolving Credit Facility draw;

(c) deliver borrowing notices and any other documentation required to draw Two Hundred Million Dollars ($200,000,000) under the existing Revolving Credit Facility with Cornerstone National Bank, N.A.;

(d) authorize, initiate, and confirm wire transfers and funds disbursements in accordance with the Funds Flow Memorandum, including the payment of the net closing consideration, the escrow deposit, the Ashford Credit Facility payoff, and transaction costs;

(e) execute and deliver the officer's certificate and secretary's certificate of the Company required under Article VII of the SPA, certifying as to the accuracy of the Company's representations and warranties and the performance of its covenants, and attaching copies of the Company's Certificate of Incorporation, Bylaws, and these resolutions;

(f) execute and deliver stock powers, transfer instructions to Continental Stocktransfer & Trust, Inc. (as transfer agent for NovaMart capital stock), irrevocable stock transfer instructions, and any other instruments necessary or appropriate to effect the transfer of one hundred percent (100%) of the issued and outstanding capital stock of NovaMart from the Selling Stockholders to the Company;

(g) prepare, execute, file, and deliver any and all filings, notices, applications, and reports with or to any governmental authority, regulatory body, stock exchange, or self-regulatory organization required to be made in connection with the Closing, including without limitation any filings with the U.S. Securities and Exchange Commission, the Nasdaq Stock Market LLC, the Delaware Secretary of State, or any other applicable federal, state, local, or foreign governmental authority; and

(h) take any and all other actions and execute and deliver any and all other documents, instruments, agreements, certificates, notices, consents, and filings as any Authorized Officer may, in his or her sole discretion, deem necessary, appropriate, or desirable to carry out the purposes and intent of these resolutions and the transactions contemplated thereby, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such Authorized Officer's determination that the same is necessary, appropriate, or desirable;

and the authority granted herein shall be deemed to include the authority to delegate the performance of ministerial acts to other officers, employees, or agents of the Company.

Resolution 16 — Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by any officer, director, employee, or agent of the Company, or by any Authorized Officer, in connection with the evaluation, negotiation, preparation, approval, execution, and delivery of the SPA, the Ancillary Agreements, the financing documents, the HSR Act filing and Second Request compliance (including the production of documents and data to the Antitrust Division of the United States Department of Justice), the engagement of financial, legal, accounting, tax, and insurance advisors, the procurement of the R&W Insurance Policy and the D&O Tail Policy, the amendment to the Revolving Credit Facility, and all other matters related to the acquisition of NovaMart, are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts of the Company.

Resolution 17 — Delaware Law Governing

RESOLVED, that, in accordance with the provisions of the SPA, the SPA and the transactions contemplated thereby shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, and any disputes arising under or in connection with the SPA (other than indemnification disputes that are subject to the exclusive dispute resolution procedures set forth in Article IX of the SPA, including the arbitration provisions therein) shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction, any state or federal court within the State of Delaware), as provided in Section 11.09 of the SPA.

Resolution 18 — General Authority

RESOLVED, that each Authorized Officer is hereby authorized to do and perform, or cause to be done and performed, all such further acts and things, and to execute, deliver, and file, or cause to be executed, delivered, and filed, all such further documents, agreements, instruments, certificates, notices, consents, and filings, in the name and on behalf of the Company, under the corporate seal of the Company (if required) or otherwise, as any such Authorized Officer shall, in his or her sole discretion, deem necessary, appropriate, or advisable to fully carry out the intent and accomplish the purposes of the foregoing resolutions and the transactions contemplated thereby, the execution and delivery of any such documents or the doing of any such acts to be conclusive evidence of such Authorized Officer's approval thereof and his or her determination that the same are necessary, appropriate, or advisable to effectuate the purposes and intent of the foregoing resolutions, and any and all actions heretofore taken by any such Authorized Officer in furtherance of the foregoing resolutions are hereby ratified and confirmed in all respects.

[Remainder of this page intentionally left blank; certification follows.]

SECRETARY'S CERTIFICATION

I, the undersigned, being the duly elected and acting Secretary (or Assistant Secretary) of Cascade Retail Holdings Inc., a Delaware corporation, do hereby certify that the foregoing resolutions are a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company on [●], 2025, at a duly convened meeting of the Board at which a quorum was present and acting throughout (or by unanimous written consent in lieu of a meeting in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 8 of the Company's Amended and Restated Bylaws), and that such resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof.

I further certify that (i) the persons named in Resolution 15 above hold the offices set forth opposite their respective names, (ii) the signatures of such persons appearing on any documents executed pursuant to the foregoing resolutions are their genuine signatures, and (iii) the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, authorize the actions contemplated by the foregoing resolutions.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of [●], 2025.

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Elena Vasquez-Bright

Title: General Counsel and Secretary

Date: [●], 2025

[CORPORATE SEAL]

EXHIBIT AND ATTACHMENT REFERENCES

The following exhibits and attachments are incorporated by reference into the foregoing resolutions and, together with these resolutions, constitute the complete record of the Board's approval of the Closing:

[End of Resolutions]

Exhibit	Description
Exhibit A	Stock Purchase Agreement dated May 20, 2025 (execution version), by and among Cascade Retail Holdings Inc., NovaMart Global Inc., and the Selling Stockholders named therein
Exhibit B	Escrow Agreement by and among Cascade Retail Holdings Inc., Ridgeline Equity Partners, LP (as Stockholder Representative), and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent)
Exhibit C	Stockholder Representative Agreement by and between Cascade Retail Holdings Inc. and Ridgeline Equity Partners, LP
Exhibit D	Paying Agent Agreement by and between Cascade Retail Holdings Inc. and Marlowe Asset Management Trust Company, N.A.
Exhibit E	Senior Secured Term Loan B Credit Agreement by and among Cascade Retail Holdings Inc., Cornerstone National Bank, N.A. (as Administrative Agent), Caluvori Capital Partners, Inc. (as Co-Lead Arranger), and the lenders party thereto
Exhibit F	Guarantee and Collateral Agreement by and among Cascade Retail Holdings Inc., certain domestic subsidiaries, and Cornerstone National Bank, N.A. (as Administrative Agent)
Exhibit G	First Amendment to Existing Revolving Credit Facility Agreement with Cornerstone National Bank, N.A. (as Administrative Agent)
Exhibit H	Employment Agreement — Julian Reeves
Exhibit I	Employment Agreement — Priya Narasimhan
Exhibit J	Key Employee Retention Plan
Exhibit K	Funds Flow Memorandum (Final Version)
Exhibit L	Representations and Warranties Insurance Policy Binder — Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832)
Exhibit M	Directors' and Officers' Tail Insurance Policy — Sovereign Assurance Group Ltd.
Exhibit N	Payoff Letter — Ashford Savings Bank, N.A.

DRAFT — FOR DISCUSSION PURPOSES ONLY
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
CASCADE RETAIL HOLDINGS INC.
Adopted [●], 2025
DRAFT — FOR DISCUSSION PURPOSES ONLY
NOT FOR EXECUTION
Prepared by:
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, New York 10022
Matter: Acquisition of NovaMart Global Inc.
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
CASCADE RETAIL HOLDINGS INC.
Adopted [●], 2025
PREAMBLE AND RECITALS
The Board of Directors (the "Board") of Cascade Retail Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "Cascade"), having its shares of common stock listed on the Nasdaq Global Select Market under the ticker symbol "CRHI," Employer Identification Number 91-2847653, with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119, convened a duly called meeting on [●], 2025 (or, alternatively, acted by unanimous written consent in lieu of a meeting, pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 8 of the Company's Amended and Restated Bylaws (the "Bylaws")), immediately prior to the closing of the acquisition described herein. Notice of such meeting was duly given to all directors in accordance with the Company's Bylaws, or such notice was duly waived by each director entitled thereto, and a quorum of the Board was present throughout the meeting (or all directors of the Company participated in such written consent). The actions taken herein are in accordance with the Company's Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation"), the Bylaws, and the DGCL.
The Board, having reviewed the materials and information provided by the Company's management, outside legal counsel, financial advisor, and other advisors, and having deliberated with respect to the matters set forth below, makes the following recitals and adopts the following resolutions:
WHEREAS, on May 20, 2025 (the "Signing Date"), the Company entered into that certain Stock Purchase Agreement (as amended, supplemented, or otherwise modified from time to time, the "SPA") by and among Cascade Retail Holdings Inc. (as Buyer), NovaMart Global Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Target" or "NovaMart"), and the selling stockholders of NovaMart identified on Annex A to the SPA (collectively, the "Selling Stockholders"), including (i) Ridgeline Equity Partners, LP, a Delaware limited partnership (holding approximately 41.2% of the issued and outstanding shares of NovaMart common stock), (ii) Brindoval Ventures Fund III, LP, a Delaware limited partnership (holding approximately 22.8% of the issued and outstanding shares of NovaMart common stock), (iii) Julian Reeves, an individual (holding approximately 18.5% of the issued and outstanding shares of NovaMart common stock), (iv) Priya Narasimhan, an individual (holding approximately 8.3% of the issued and outstanding shares of NovaMart common stock), and (v) other management and employee stockholders (holding approximately 9.2% of the issued and outstanding shares of NovaMart common stock in the aggregate);
WHEREAS, pursuant to the SPA, the Company agreed to acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart from the Selling Stockholders for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Purchase Price"), payable in cash at the closing of the transactions contemplated by the SPA (the "Closing"), subject to certain adjustments as set forth in the SPA, including the estimated working capital adjustment;
WHEREAS, on May 20, 2025, the Board adopted certain resolutions (the "Signing Resolutions") approving the execution and delivery of the SPA and the ancillary transaction documents, authorizing the incurrence of the Seven Hundred Fifty Million Dollar ($750,000,000) Senior Secured Term Loan B facility, and authorizing the Two Hundred Million Dollar ($200,000,000) draw on the Company's existing Five Hundred Million Dollar ($500,000,000) revolving credit facility (the "Revolving Credit Facility") with Cornerstone National Bank, N.A., as Administrative Agent, in connection with the financing of the transactions contemplated by the SPA, and such Signing Resolutions remain in full force and effect as of the date hereof;
WHEREAS, prior to the Signing Date, on February 3, 2025, the Board adopted resolutions authorizing the Company's management and advisors to pursue the acquisition of NovaMart, to engage in due diligence, and to negotiate the terms of the SPA and related transaction documents, and such authorization was relied upon throughout the pendency of negotiations leading to the execution of the SPA;
WHEREAS, all conditions precedent to the Closing of the transactions contemplated by the SPA set forth in Article VII of the SPA have been satisfied or, to the extent permitted by the SPA, duly waived, including without limitation:
(i) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), including full compliance by the Company and NovaMart with the Second Request issued by the Antitrust Division of the United States Department of Justice on May 8, 2025, which waiting period has expired or been terminated as of the date hereof;
(ii) the absence of any order, injunction, judgment, decree, ruling, or other legal restraint issued by any court of competent jurisdiction or governmental authority prohibiting, restraining, or otherwise preventing the consummation of the Closing or any of the transactions contemplated by the SPA;
(iii) the accuracy of the representations and warranties of NovaMart and the Selling Stockholders contained in Article III and Article IV of the SPA, respectively, as of the Signing Date and as of the Closing Date (or, with respect to representations and warranties that speak as of a specific date, as of such date), in each case subject to the applicable materiality and Material Adverse Effect qualifiers set forth therein;
(iv) the performance and compliance by NovaMart and the Selling Stockholders with all covenants and agreements required to be performed or complied with by them at or prior to the Closing, including, without limitation, the interim operating covenants set forth in Section 6.01 of the SPA;
(v) the delivery of all required closing certificates and deliverables, including the officer's certificate of NovaMart delivered pursuant to Section 7.02(c) of the SPA, the secretary's certificate of NovaMart, good standing certificates for NovaMart issued by the Secretary of State of the State of Delaware (dated not more than five (5) business days prior to the Closing Date), and the non-foreign person certificate in accordance with Treasury Regulations Section 1.1445-2(b)(2) (the "FIRPTA Certificate");
(vi) the receipt of all required third-party consents under approximately thirty-four (34) contracts of NovaMart containing change of control provisions, as identified on Schedule 3.04 of the SPA, including consents from key vendor and supplier agreements, landlord consents, and customer agreements, in each case in form and substance reasonably satisfactory to the Company; and
(vii) the absence of any event, occurrence, development, circumstance, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect with respect to NovaMart, as such term is defined in Section 1.01 of the SPA;
WHEREAS, pursuant to the Commitment Letter dated May 15, 2025 (Reference: CL-2025-0515-CRNB) from Cornerstone National Bank, N.A. (as Administrative Agent) and Caluvori Capital Partners, Inc. (as Co-Lead Arranger and Joint Bookrunner) (the "Commitment Letter"), the Company has obtained binding commitments for a Seven Hundred Fifty Million Dollar ($750,000,000) Senior Secured Term Loan B facility (the "Term Loan B"), bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 275 basis points, with a seven (7)-year maturity, one percent (1%) annual amortization, and customary covenants and conditions for facilities of this type, and the lenders party to the Term Loan B Credit Agreement (as defined below) are prepared to fund the Term Loan B at the Closing;
WHEREAS, the First Amendment (the "Revolver Amendment") to the Company's existing Five Hundred Million Dollar ($500,000,000) Revolving Credit Facility with Cornerstone National Bank, N.A. (as Administrative Agent) and the lenders party thereto has been duly executed and delivered by all parties thereto, and such Revolver Amendment, among other things, permits the acquisition of NovaMart, the incurrence of the Term Loan B, and the drawdown of Two Hundred Million Dollars ($200,000,000) under the Revolving Credit Facility at the Closing;
WHEREAS, in addition to the Term Loan B proceeds and the Revolving Credit Facility draw, the Company will utilize Two Hundred Fifty Million Dollars ($250,000,000) in cash on hand from its balance sheet to fund the balance of the Purchase Price;
WHEREAS, the total sources of funds of One Billion Two Hundred Million Dollars ($1,200,000,000), consisting of Seven Hundred Fifty Million Dollars ($750,000,000) from the Term Loan B, Two Hundred Million Dollars ($200,000,000) from the Revolving Credit Facility draw, and Two Hundred Fifty Million Dollars ($250,000,000) from cash on hand, are sufficient to fund the aggregate Purchase Price, and approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) in estimated transaction costs (as more fully described herein) will be funded from the Company's working capital and other available resources;
WHEREAS, at the Closing, Ninety-Six Million Dollars ($96,000,000) (representing eight percent (8%) of the Purchase Price) will be deposited into an escrow account (the "Escrow Fund") maintained with Marlowe Asset Management Trust Company, N.A. (the "Escrow Agent"), pursuant to the Escrow Agreement (as defined below), and One Billion One Hundred Four Million Dollars ($1,104,000,000) will be paid as net cash consideration to the Selling Stockholders (or the Paying Agent on their behalf), subject to the estimated working capital adjustment relative to the Seventy-Eight Million Five Hundred Thousand Dollar ($78,500,000) target net working capital amount set forth in Section 2.06 of the SPA;
WHEREAS, the SPA provides for an indemnification cap of Two Hundred Sixteen Million Dollars ($216,000,000) (representing eighteen percent (18%) of the Purchase Price), with a twenty-four (24)-month survival period for general representations and warranties, and the Company has obtained a representations and warranties insurance policy (the "R&W Insurance Policy") from Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832) with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000) and a retention (self-insured amount) of Twelve Million Dollars ($12,000,000), brokered by Northbridge Risk Advisors LLC;
WHEREAS, in connection with the Closing, the Company is entering into, or has entered into, the following ancillary agreements and arrangements (collectively, the "Ancillary Agreements"):
(i) the Escrow Agreement (the "Escrow Agreement") by and among the Company, Ridgeline Equity Partners, LP, in its capacity as representative of the Selling Stockholders (the "Stockholder Representative," acting through Franklin Osei, its authorized representative), and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent);
(ii) the Stockholder Representative Agreement (the "Stockholder Representative Agreement") by and between the Company and Ridgeline Equity Partners, LP (as Stockholder Representative);
(iii) the Paying Agent Agreement (the "Paying Agent Agreement") by and between the Company and Marlowe Asset Management Trust Company, N.A. (as Paying Agent), governing the distribution of closing consideration to the Selling Stockholders;
(iv) the Senior Secured Term Loan B Credit Agreement (the "Term Loan B Credit Agreement") by and among the Company, Cornerstone National Bank, N.A. (as Administrative Agent), Caluvori Capital Partners, Inc. (as Co-Lead Arranger and Joint Bookrunner), and the lenders party thereto, providing for the $750,000,000 Term Loan B facility;
(v) the Guarantee and Collateral Agreement (the "Guarantee and Collateral Agreement") by and among the Company, certain of its domestic subsidiaries (including, upon consummation of the Closing, NovaMart and its domestic subsidiaries), and Cornerstone National Bank, N.A. (as Administrative Agent), in connection with the Term Loan B, providing for guarantees and the grant of security interests in substantially all assets of the Company and the subsidiary guarantors;
(vi) the Employment Agreement by and between the Company (or its designee) and Julian Reeves (the "Reeves Employment Agreement"), providing for a three (3)-year initial term, an annual base salary of Six Hundred Twenty-Five Thousand Dollars ($625,000), a target annual bonus of seventy-five percent (75%) of base salary, and an equity grant of 150,000 restricted shares of Cascade common stock, par value $0.001 per share, vesting ratably over three (3) years from the Closing Date;
(vii) the Employment Agreement by and between the Company (or its designee) and Priya Narasimhan (the "Narasimhan Employment Agreement"), providing for a three (3)-year initial term, an annual base salary of Five Hundred Seventy-Five Thousand Dollars ($575,000), a target annual bonus of seventy percent (70%) of base salary, and an equity grant of 125,000 restricted shares of Cascade common stock, par value $0.001 per share, vesting ratably over three (3) years from the Closing Date;
(viii) the Key Employee Retention Plan (the "Retention Plan"), providing for an aggregate retention pool of Eighteen Million Dollars ($18,000,000), with fifty percent (50%) ($9,000,000) payable at the Closing and fifty percent (50%) ($9,000,000) payable on the first anniversary of the Closing, in each case subject to continued employment of the eligible employees;
(ix) the directors' and officers' liability tail insurance policy (the "D&O Tail Policy") procured from Sovereign Assurance Group Ltd. for the benefit of NovaMart's pre-closing directors and officers, providing for a six (6)-year tail coverage period at an aggregate premium of One Million Eight Hundred Thousand Dollars ($1,800,000); and
(x) the payoff and termination at the Closing of NovaMart's existing One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility with Ashford Savings Bank, N.A. (the "Ashford Credit Facility"), including the delivery of payoff funds in the estimated amount of approximately One Hundred Forty-Three Million Two Hundred Thousand Dollars ($143,200,000) in outstanding principal plus accrued and unpaid interest, and the receipt of UCC-3 termination statements and lien releases with respect to all liens and security interests granted thereunder;
WHEREAS, the Company has been advised in connection with the transactions contemplated by the SPA by the following advisors:
(i) Calderwood & Harkness LLP, as outside legal counsel (Harrison Wexford, Responsible Partner);
(ii) Whitfield & Crane LLP, as outside antitrust counsel (Gabriela Montoya, Partner);
(iii) Hargrove Mead & Co., as financial advisor (Christopher Dunleavy, Managing Director);
(iv) Whitmore & Paige LLP, as accounting and tax advisor (Sandra Chiu, Engagement Partner); and
(v) Northbridge Risk Advisors LLC, as representations and warranties insurance broker (Thomas Ellingsen, Senior Vice President);
WHEREAS, after careful consideration of the terms and conditions of the SPA and the Ancillary Agreements, the reports and advice of the Company's legal, financial, accounting, tax, and insurance advisors, the due diligence findings with respect to NovaMart and its business, assets, liabilities, operations, financial condition, and prospects, the strategic rationale for the transaction, including extending Cascade's reach into the rapidly growing third-party marketplace segment and adding NovaMart's approximately 62,400 active sellers and 9.1 million registered buyers to Cascade's existing platform of approximately 28 million active customers and approximately 380 brick-and-mortar retail locations, and all other factors deemed relevant by the Board, the Board has determined that the consummation of the acquisition of NovaMart on the terms and subject to the conditions set forth in the SPA and the Ancillary Agreements is fair to, and in the best interests of, the Company and its stockholders, and is consistent with the Company's strategic plan for long-term growth and value creation.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, as follows:
Resolution 1 — Ratification and Confirmation of SPA and Signing Resolutions
RESOLVED, that the Signing Resolutions adopted by the Board on May 20, 2025, approving the execution, delivery, and performance by the Company of the SPA and the Ancillary Agreements, and authorizing the financing transactions in connection therewith, are hereby ratified and confirmed in all respects, and such Signing Resolutions shall continue in full force and effect.
RESOLVED FURTHER, that the execution, delivery, and performance by the Company of the SPA, including all schedules, exhibits, annexes, and amendments thereto, and all ancillary documents, agreements, instruments, and certificates executed and delivered in connection therewith, are hereby ratified and confirmed in all respects as the valid and binding acts and obligations of the Company.
Resolution 2 — Approval of the Closing
RESOLVED, that the consummation of the Closing of the transactions contemplated by the SPA, including the acquisition by the Company of one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc. from the Selling Stockholders for an aggregate Purchase Price of One Billion Two Hundred Million Dollars ($1,200,000,000), subject to the adjustments set forth in the SPA, is hereby approved, ratified, and confirmed in all respects, and the Authorized Officers (as defined below) are hereby authorized, empowered, and directed to take all actions necessary or appropriate to consummate the Closing on the Closing Date.
RESOLVED FURTHER, that the payment of One Billion One Hundred Four Million Dollars ($1,104,000,000) in net cash consideration to the Selling Stockholders (or to the Paying Agent on behalf of the Selling Stockholders), subject to the estimated working capital adjustment relative to the Seventy-Eight Million Five Hundred Thousand Dollar ($78,500,000) target net working capital amount set forth in Section 2.06 of the SPA, and the deposit of Ninety-Six Million Dollars ($96,000,000) into escrow with Marlowe Asset Management Trust Company, N.A. (as Escrow Agent) pursuant to the Escrow Agreement, are hereby approved and authorized, and the Authorized Officers are directed to cause such payments and deposits to be made in accordance with the terms of the SPA and the Funds Flow Memorandum (as defined below).
Resolution 3 — Approval of the Financing Transactions
RESOLVED, that the execution, delivery, and performance by the Company of the Term Loan B Credit Agreement, providing for a Seven Hundred Fifty Million Dollar ($750,000,000) Senior Secured Term Loan B facility with Cornerstone National Bank, N.A. (as Administrative Agent) and Caluvori Capital Partners, Inc. (as Co-Lead Arranger and Joint Bookrunner), and the lenders party thereto, together with all related notes, schedules, exhibits, and ancillary documents, and the related Guarantee and Collateral Agreement by and among the Company, certain of its domestic subsidiaries, and Cornerstone National Bank, N.A. (as Administrative Agent), including the grant of liens and security interests in substantially all assets of the Company and the subsidiary guarantors as collateral for the obligations thereunder, are hereby approved in all respects.
RESOLVED FURTHER, that the drawdown of Two Hundred Million Dollars ($200,000,000) under the Company's existing Five Hundred Million Dollar ($500,000,000) Revolving Credit Facility with Cornerstone National Bank, N.A. (as Administrative Agent), as amended by the Revolver Amendment, is hereby approved and authorized, and the Authorized Officers are directed to deliver such borrowing notices and other documentation as may be required under the Revolving Credit Facility to effect such drawdown at or prior to the Closing.
RESOLVED FURTHER, that the utilization of Two Hundred Fifty Million Dollars ($250,000,000) in cash on hand from the Company's balance sheet to fund the balance of the Purchase Price is hereby approved and authorized.
RESOLVED FURTHER, that the payment of all financing fees and expenses incurred in connection with the Term Loan B and the Revolving Credit Facility draw, including without limitation the one and one-half percent (1.5%) original issue discount on the Term Loan B in the amount of Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000), and all related arrangement fees, upfront fees, administrative agent fees, and lender expenses, is hereby approved and authorized.
Resolution 4 — Approval of the Escrow Agreement
RESOLVED, that the execution, delivery, and performance by the Company of the Escrow Agreement by and among Cascade Retail Holdings Inc., Ridgeline Equity Partners, LP (in its capacity as Stockholder Representative), and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent), governing the establishment, maintenance, and release of the Ninety-Six Million Dollar ($96,000,000) Escrow Fund, substantially in the form attached hereto as Exhibit B, is hereby approved in all respects, and the Authorized Officers are hereby authorized, empowered, and directed to execute and deliver the same on behalf of the Company.
Resolution 5 — Approval of the Stockholder Representative Agreement
RESOLVED, that the execution, delivery, and performance by the Company of the Stockholder Representative Agreement with Ridgeline Equity Partners, LP (acting through its authorized representative, Franklin Osei), in its capacity as the representative of the Selling Stockholders for purposes of the SPA, the Escrow Agreement, and the indemnification provisions of Article IX of the SPA, substantially in the form attached hereto as Exhibit C, is hereby approved in all respects, and the Authorized Officers are hereby authorized, empowered, and directed to execute and deliver the same on behalf of the Company.
Resolution 6 — Approval of the Paying Agent Agreement
RESOLVED, that the execution, delivery, and performance by the Company of the Paying Agent Agreement with Marlowe Asset Management Trust Company, N.A. (as Paying Agent), governing the distribution of closing consideration to the Selling Stockholders in accordance with the allocation schedule set forth in Annex A to the SPA and the payment instructions delivered by each Selling Stockholder, substantially in the form attached hereto as Exhibit D, is hereby approved in all respects, and the Authorized Officers are hereby authorized, empowered, and directed to execute and deliver the same on behalf of the Company.
Resolution 7 — Approval of Employment Agreements
RESOLVED, that the execution, delivery, and performance by the Company (or its designee, including NovaMart as a post-closing subsidiary) of the Reeves Employment Agreement with Julian Reeves, providing for a three (3)-year initial term commencing on the Closing Date, an annual base salary of Six Hundred Twenty-Five Thousand Dollars ($625,000), a target annual bonus equal to seventy-five percent (75%) of base salary, and an equity grant of one hundred fifty thousand (150,000) restricted shares of Cascade common stock, par value $0.001 per share, vesting ratably over three (3) years from the Closing Date, substantially in the form attached hereto as Exhibit H, is hereby approved in all respects, and the Authorized Officers are hereby authorized, empowered, and directed to execute and deliver the same on behalf of the Company.
RESOLVED FURTHER, that the execution, delivery, and performance by the Company (or its designee, including NovaMart as a post-closing subsidiary) of the Narasimhan Employment Agreement with Priya Narasimhan, providing for a three (3)-year initial term commencing on the Closing Date, an annual base salary of Five Hundred Seventy-Five Thousand Dollars ($575,000), a target annual bonus equal to seventy percent (70%) of base salary, and an equity grant of one hundred twenty-five thousand (125,000) restricted shares of Cascade common stock, par value $0.001 per share, vesting ratably over three (3) years from the Closing Date, substantially in the form attached hereto as Exhibit I, is hereby approved in all respects, and the Authorized Officers are hereby authorized, empowered, and directed to execute and deliver the same on behalf of the Company.
Resolution 8 — Approval of Key Employee Retention Plan
RESOLVED, that the Key Employee Retention Plan providing for an aggregate retention pool of Eighteen Million Dollars ($18,000,000), with fifty percent (50%) thereof (Nine Million Dollars ($9,000,000)) payable at the Closing and fifty percent (50%) thereof (Nine Million Dollars ($9,000,000)) payable on the first anniversary of the Closing Date, in each case subject to the continued employment of the eligible employees as set forth in the Retention Plan, substantially in the form attached hereto as Exhibit J, is hereby approved in all respects, and the Authorized Officers are hereby authorized, empowered, and directed to implement the Retention Plan, including causing the Company or NovaMart to make all payments due thereunder and to execute and deliver such individual retention agreements and other documentation as may be necessary or appropriate in connection therewith.
Resolution 9 — Approval of Equity Grants
RESOLVED, that, pursuant to the Company's Amended and Restated 2021 Equity Incentive Plan (the "Equity Plan") and subject to the terms and conditions thereof, the issuance of one hundred fifty thousand (150,000) restricted shares of Cascade common stock, par value $0.001 per share, to Julian Reeves, and one hundred twenty-five thousand (125,000) restricted shares of Cascade common stock, par value $0.001 per share, to Priya Narasimhan, in each case vesting ratably over three (3) years from the Closing Date (with one-third of such shares vesting on each of the first, second, and third anniversaries of the Closing Date), subject to the recipient's continued service with the Company or its subsidiaries through each applicable vesting date (except as may otherwise be provided in the applicable restricted stock award agreement), is hereby approved and authorized in all respects.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized and directed to cause such restricted shares to be issued and registered in the names of the recipients on the books and records of the Company, to cause Continental Stocktransfer & Trust, Inc. (or such other transfer agent as may be designated by the Company) to issue certificates or book-entry positions representing such shares (subject to appropriate legends and transfer restrictions), to execute and deliver restricted stock award agreements with each recipient in the form approved by the Compensation Committee of the Board, and to take all necessary steps to comply with applicable federal and state securities laws, including the filing of any required Form S-8 registration statement or reliance on applicable exemptions from registration.
Resolution 10 — Approval of Payoff of NovaMart Existing Credit Facility
RESOLVED, that the payoff and termination at the Closing of NovaMart's existing One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility with Ashford Savings Bank, N.A. (the "Ashford Credit Facility"), including the delivery of payoff funds in the estimated amount of approximately One Hundred Forty-Three Million Two Hundred Thousand Dollars ($143,200,000) in outstanding principal plus accrued and unpaid interest (as set forth in the payoff letter attached hereto as Exhibit N), the receipt of UCC-3 termination statements, mortgage releases, intellectual property lien releases, and all other lien releases and termination documentation with respect to all liens, security interests, and encumbrances granted under or in connection with the Ashford Credit Facility, is hereby approved and authorized in all respects, and the Authorized Officers are directed to cause such payoff to be effected at or immediately following the Closing in accordance with the funds flow.
Resolution 11 — Approval of D&O Tail Insurance
RESOLVED, that the procurement and payment by the Company (or NovaMart, as its post-closing subsidiary) of the six (6)-year directors' and officers' liability tail insurance policy from Sovereign Assurance Group Ltd. (the "D&O Tail Policy") for the benefit of NovaMart's pre-closing directors and officers, at an aggregate premium of One Million Eight Hundred Thousand Dollars ($1,800,000), substantially in the form of the policy binder attached hereto as Exhibit M, in satisfaction of the Company's obligations under Section 6.06 of the SPA, is hereby approved and authorized in all respects.
Resolution 12 — Approval of Representations and Warranties Insurance
RESOLVED, that the Company's procurement and maintenance of the representations and warranties insurance policy issued by Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832) (the "R&W Insurance Policy"), with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000), a retention (self-insured amount) of Twelve Million Dollars ($12,000,000), and an aggregate premium (including underwriting fees and taxes) of Five Million Four Hundred Thousand Dollars ($5,400,000), brokered by Northbridge Risk Advisors LLC (Thomas Ellingsen, Senior Vice President), substantially in the form of the policy binder attached hereto as Exhibit L, is hereby ratified, confirmed, and approved in all respects, and the Authorized Officers are authorized and directed to take all actions necessary or appropriate to bind, maintain, and administer such policy.
Resolution 13 — Approval of Transaction Costs
RESOLVED, that the payment of estimated transaction costs of approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) in the aggregate is hereby approved and authorized, including without limitation the following:
(a) legal fees payable to Calderwood & Harkness LLP in the estimated amount of Eight Million Two Hundred Thousand Dollars ($8,200,000);
(b) financial advisory fees payable to Hargrove Mead & Co. in the amount of Fourteen Million Four Hundred Thousand Dollars ($14,400,000), representing 1.2% of the aggregate deal value, payable upon the Closing;
(c) accounting and tax advisory fees payable to Whitmore & Paige LLP in the estimated amount of Three Million One Hundred Thousand Dollars ($3,100,000);
(d) the HSR Act filing fee in the amount of Two Million Three Hundred Ninety Thousand Dollars ($2,390,000);
(e) the R&W Insurance Policy premium in the amount of Five Million Four Hundred Thousand Dollars ($5,400,000);
(f) financing fees, including the Term Loan B original issue discount of Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000);
(g) the D&O Tail Policy premium in the amount of One Million Eight Hundred Thousand Dollars ($1,800,000); and
(h) miscellaneous costs and expenses, including title insurance, transfer agent fees, filing fees, printing costs, and other customary closing expenses, in the estimated aggregate amount of Seven Hundred Sixty Thousand Dollars ($760,000);
and the Authorized Officers are hereby authorized and directed to pay or cause to be paid such transaction costs in accordance with the applicable engagement letters, fee arrangements, invoices, and the Funds Flow Memorandum.
Resolution 14 — Approval of Funds Flow
RESOLVED, that the funds flow for the Closing, substantially in the form of the Funds Flow Memorandum presented to the Board and attached hereto as Exhibit K (the "Funds Flow Memorandum"), is hereby approved in all respects, such Funds Flow Memorandum reflecting:
Sources:
•  Seven Hundred Fifty Million Dollars ($750,000,000) — proceeds of the Term Loan B;
•  Two Hundred Million Dollars ($200,000,000) — drawdown under the Revolving Credit Facility; and
•  Two Hundred Fifty Million Dollars ($250,000,000) — cash on hand from the Company's balance sheet;
Uses:
•  One Billion One Hundred Four Million Dollars ($1,104,000,000) — net cash consideration payable to the Selling Stockholders (or the Paying Agent on their behalf);
•  Ninety-Six Million Dollars ($96,000,000) — deposit into escrow with Marlowe Asset Management Trust Company, N.A. (as Escrow Agent);
•  Approximately One Hundred Forty-Three Million Two Hundred Thousand Dollars ($143,200,000) — payoff of the Ashford Credit Facility; and
•  Approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) — transaction costs and expenses;
together with all wire transfer instructions for Cornerstone National Bank, N.A., Marlowe Asset Management Trust Company, N.A., Ashford Savings Bank, N.A., and the Selling Stockholders (or the Paying Agent on their behalf), as set forth in the Funds Flow Memorandum, and the Authorized Officers are hereby authorized and directed to initiate, authorize, and confirm all wire transfers and funds disbursements in accordance with the Funds Flow Memorandum and to make such ministerial adjustments to the Funds Flow Memorandum as may be necessary to reflect final amounts determined at or immediately prior to the Closing.
Resolution 15 — Authorization of Officers
RESOLVED, that Margaret "Meg" Alderton, Chief Executive Officer; Rajiv Sundaram, Chief Financial Officer; Elena Vasquez-Bright, General Counsel and Secretary; and Theodore "Ted" Langford, Senior Vice President, Corporate Development (each, an "Authorized Officer" and collectively, the "Authorized Officers"), are hereby authorized, empowered, and directed, in the name and on behalf of the Company, acting individually or jointly, to:
(a) execute and deliver the SPA (including any amendments, waivers, or modifications thereto approved in accordance with its terms) and all Ancillary Agreements, closing certificates, bring-down certificates, officer's certificates, secretary's certificates, and any and all other documents, instruments, and certificates required to be delivered by the Company in connection with the Closing;
(b) execute and deliver the Term Loan B Credit Agreement, the Guarantee and Collateral Agreement, and all related financing documents, including promissory notes, borrowing notices, compliance certificates, perfection certificates, UCC-1 financing statements, intellectual property security agreements, mortgage instruments, and any and all other documents, instruments, and agreements required in connection with the Term Loan B facility and the Revolving Credit Facility draw;
(c) deliver borrowing notices and any other documentation required to draw Two Hundred Million Dollars ($200,000,000) under the existing Revolving Credit Facility with Cornerstone National Bank, N.A.;
(d) authorize, initiate, and confirm wire transfers and funds disbursements in accordance with the Funds Flow Memorandum, including the payment of the net closing consideration, the escrow deposit, the Ashford Credit Facility payoff, and transaction costs;
(e) execute and deliver the officer's certificate and secretary's certificate of the Company required under Article VII of the SPA, certifying as to the accuracy of the Company's representations and warranties and the performance of its covenants, and attaching copies of the Company's Certificate of Incorporation, Bylaws, and these resolutions;
(f) execute and deliver stock powers, transfer instructions to Continental Stocktransfer & Trust, Inc. (as transfer agent for NovaMart capital stock), irrevocable stock transfer instructions, and any other instruments necessary or appropriate to effect the transfer of one hundred percent (100%) of the issued and outstanding capital stock of NovaMart from the Selling Stockholders to the Company;
(g) prepare, execute, file, and deliver any and all filings, notices, applications, and reports with or to any governmental authority, regulatory body, stock exchange, or self-regulatory organization required to be made in connection with the Closing, including without limitation any filings with the U.S. Securities and Exchange Commission, the Nasdaq Stock Market LLC, the Delaware Secretary of State, or any other applicable federal, state, local, or foreign governmental authority; and
(h) take any and all other actions and execute and deliver any and all other documents, instruments, agreements, certificates, notices, consents, and filings as any Authorized Officer may, in his or her sole discretion, deem necessary, appropriate, or desirable to carry out the purposes and intent of these resolutions and the transactions contemplated thereby, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such Authorized Officer's determination that the same is necessary, appropriate, or desirable;
and the authority granted herein shall be deemed to include the authority to delegate the performance of ministerial acts to other officers, employees, or agents of the Company.
Resolution 16 — Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by any officer, director, employee, or agent of the Company, or by any Authorized Officer, in connection with the evaluation, negotiation, preparation, approval, execution, and delivery of the SPA, the Ancillary Agreements, the financing documents, the HSR Act filing and Second Request compliance (including the production of documents and data to the Antitrust Division of the United States Department of Justice), the engagement of financial, legal, accounting, tax, and insurance advisors, the procurement of the R&W Insurance Policy and the D&O Tail Policy, the amendment to the Revolving Credit Facility, and all other matters related to the acquisition of NovaMart, are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts of the Company.
Resolution 17 — Delaware Law Governing
RESOLVED, that, in accordance with the provisions of the SPA, the SPA and the transactions contemplated thereby shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, and any disputes arising under or in connection with the SPA (other than indemnification disputes that are subject to the exclusive dispute resolution procedures set forth in Article IX of the SPA, including the arbitration provisions therein) shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction, any state or federal court within the State of Delaware), as provided in Section 11.09 of the SPA.
Resolution 18 — General Authority
RESOLVED, that each Authorized Officer is hereby authorized to do and perform, or cause to be done and performed, all such further acts and things, and to execute, deliver, and file, or cause to be executed, delivered, and filed, all such further documents, agreements, instruments, certificates, notices, consents, and filings, in the name and on behalf of the Company, under the corporate seal of the Company (if required) or otherwise, as any such Authorized Officer shall, in his or her sole discretion, deem necessary, appropriate, or advisable to fully carry out the intent and accomplish the purposes of the foregoing resolutions and the transactions contemplated thereby, the execution and delivery of any such documents or the doing of any such acts to be conclusive evidence of such Authorized Officer's approval thereof and his or her determination that the same are necessary, appropriate, or advisable to effectuate the purposes and intent of the foregoing resolutions, and any and all actions heretofore taken by any such Authorized Officer in furtherance of the foregoing resolutions are hereby ratified and confirmed in all respects.
[Remainder of this page intentionally left blank; certification follows.]
SECRETARY'S CERTIFICATION
I, the undersigned, being the duly elected and acting Secretary (or Assistant Secretary) of Cascade Retail Holdings Inc., a Delaware corporation, do hereby certify that the foregoing resolutions are a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company on [●], 2025, at a duly convened meeting of the Board at which a quorum was present and acting throughout (or by unanimous written consent in lieu of a meeting in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 8 of the Company's Amended and Restated Bylaws), and that such resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof.
I further certify that (i) the persons named in Resolution 15 above hold the offices set forth opposite their respective names, (ii) the signatures of such persons appearing on any documents executed pursuant to the foregoing resolutions are their genuine signatures, and (iii) the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, authorize the actions contemplated by the foregoing resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of [●], 2025.
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Elena Vasquez-Bright
Title: General Counsel and Secretary
Date: [●], 2025
[CORPORATE SEAL]
EXHIBIT AND ATTACHMENT REFERENCES
The following exhibits and attachments are incorporated by reference into the foregoing resolutions and, together with these resolutions, constitute the complete record of the Board's approval of the Closing:
[End of Resolutions]
Exhibit | Description
Exhibit A | Stock Purchase Agreement dated May 20, 2025 (execution version), by and among Cascade Retail Holdings Inc., NovaMart Global Inc., and the Selling Stockholders named therein
Exhibit B | Escrow Agreement by and among Cascade Retail Holdings Inc., Ridgeline Equity Partners, LP (as Stockholder Representative), and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent)
Exhibit C | Stockholder Representative Agreement by and between Cascade Retail Holdings Inc. and Ridgeline Equity Partners, LP
Exhibit D | Paying Agent Agreement by and between Cascade Retail Holdings Inc. and Marlowe Asset Management Trust Company, N.A.
Exhibit E | Senior Secured Term Loan B Credit Agreement by and among Cascade Retail Holdings Inc., Cornerstone National Bank, N.A. (as Administrative Agent), Caluvori Capital Partners, Inc. (as Co-Lead Arranger), and the lenders party thereto
Exhibit F | Guarantee and Collateral Agreement by and among Cascade Retail Holdings Inc., certain domestic subsidiaries, and Cornerstone National Bank, N.A. (as Administrative Agent)
Exhibit G | First Amendment to Existing Revolving Credit Facility Agreement with Cornerstone National Bank, N.A. (as Administrative Agent)
Exhibit H | Employment Agreement — Julian Reeves
Exhibit I | Employment Agreement — Priya Narasimhan
Exhibit J | Key Employee Retention Plan
Exhibit K | Funds Flow Memorandum (Final Version)
Exhibit L | Representations and Warranties Insurance Policy Binder — Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832)
Exhibit M | Directors' and Officers' Tail Insurance Policy — Sovereign Assurance Group Ltd.
Exhibit N | Payoff Letter — Ashford Savings Bank, N.A.

DRAFT — FOR DISCUSSION PURPOSES ONLY

RESOLUTIONS OF THE BOARD OF DIRECTORS

CASCADE RETAIL HOLDINGS INC.

NOT FOR EXECUTION

RESOLUTIONS OF THE BOARD OF DIRECTORS

CASCADE RETAIL HOLDINGS INC.

PREAMBLE AND RECITALS

RESOLUTIONS

SECRETARY'S CERTIFICATION

CASCADE RETAIL HOLDINGS INC.

EXHIBIT AND ATTACHMENT REFERENCES

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