Contract analysis

I. EXECUTIVE SUMMARY This memorandum sets forth the comprehensive strategy for responding to the Second Request issued by the Antitrust Division of the United States Department of Justice ("DOJ" or the "Division") on May 8, 2025, in connection with the proposed acquisition by Cascade Retail Holdings Inc. ("Cascade" or the "Company") of one hundred percent (100%) of the outstanding capital stock of NovaMart Global Inc

II. BACKGROUND A. Transaction Overview The Transaction contemplates the acquisition by Cascade of one hundred percent (100%) of the outstanding capital stock of NovaMart from the following Selling Stockholders, in the following approximate proportions: The aggregate purchase price is $1,200,000,000 in cash, with no earnout, contingent consideration, or financing condition. The Transaction is structured as a stock pur

III. RESPONSE TEAM STRUCTURE AND COORDINATION A. Legal Team — Buyer Side Effective management of the Second Request response requires a clearly defined team structure with well-delineated responsibilities. The following team has been assembled to manage Cascade's response: Lead Antitrust Counsel — Calderwood & Harkness LLP: Howard Bellamy, Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 599 Lexi

IV. CUSTODIAN IDENTIFICATION The identification and prioritization of document custodians is one of the most critical early steps in the Second Request response process. The scope of the custodian list directly impacts document collection volumes, review costs, and the overall timeline. Our strategy is to identify the minimum number of custodians necessary to achieve substantial compliance while producing a complete

1. Margaret "Meg" Alderton — Chief Executive Officer. As CEO, Ms. Alderton will have received and participated in strategic planning discussions, board materials, and high-level competitive analyses. She is expected to have documents relating to the Transaction rationale, Cascade's overall corporate strategy, and competitive positioning in the ecommerce market. Board presentations and CEO-level strategy memoranda are

2. Theodore "Ted" Langford — Senior Vice President, Corporate Development. Mr. Langford is the deal lead on the Cascade side and is expected to have the largest volume of directly responsive documents. His files will include deal origination materials, competitive analyses prepared in connection with the Transaction, integration planning documents, valuation work, and communications with NovaMart, the investment bank

3. Rajiv Sundaram — Chief Financial Officer. Mr. Sundaram's files will contain financial analyses, valuation models, market projections, and budget-related materials relevant to the Transaction and to Cascade's competitive position. He will also be the primary point of contact for the structured data requests.

4. Elena Vasquez-Bright — General Counsel. As General Counsel, Ms. Vasquez-Bright will have transaction-related documents, regulatory strategy materials, board resolutions (including the February 3, 2025 board authorization to pursue the acquisition), and communications with outside counsel. Significant portions of Ms. Vasquez-Bright's files may be subject to attorney-client privilege and/or work product protection,

5. Head of CascadeDirect.com Ecommerce Division — [Name to Be Confirmed]. This individual is responsible for the competitive strategy, marketplace operations, pricing, and seller/buyer acquisition programs of the CascadeDirect.com platform — the precise business unit at the center of the DOJ's competitive analysis. We request that Cascade identify this individual by name as soon as possible so that collection can com

6. Head of Corporate Strategy / Business Development — [Name to Be Confirmed]. This individual is responsible for market analysis, competitor assessments, and strategic planning at the corporate level. Documents from this custodian will likely include market studies, competitive landscape analyses, and strategic plans that discuss Cascade's position relative to NovaMart, BrightBazaar, and other marketplace competitor

7. Vice President of Marketing. The VP of Marketing may have documents relating to customer acquisition strategies, competitive positioning, brand strategy, and marketing campaigns that reference competitors or discuss CascadeDirect.com's competitive advantages.

8. Vice President of Merchandising / Marketplace Operations. This individual may have documents relating to seller relationships, product category management, seller onboarding, and marketplace operational policies that are relevant to the seller-side competitive effects analysis.

9. Head of Data Analytics. This individual may have documents relating to market share data, GMV reporting, marketplace performance metrics, and internal dashboards or reports that quantify Cascade's competitive position.

10. Additional Individuals. As the initial document review proceeds, it is possible that additional custodians will be identified as having responsive materials — for example, regional operations managers, category managers, or technology executives involved in platform development. We will evaluate the need for additional custodians on a rolling basis and in consultation with DOJ staff. Total Estimated Cascade Custo

V. DOCUMENT COLLECTION AND PROCESSING A. Sources of Documents A thorough and defensible Second Request response requires the identification and collection of documents from all sources where responsive materials may reside. Based on our understanding of Cascade's information systems and business practices, we have identified the following categories of document sources: Email Systems. Cascade's primary corporate emai

VI. SEARCH TERM METHODOLOGY A. Proposed Search Terms (Subject to Negotiation with DOJ) The development and negotiation of search terms is a critical component of the Second Request response. The objective is to develop a search term set that is sufficiently comprehensive to capture all responsive documents while avoiding the generation of an unmanageably large volume of non-responsive "noise" documents. The search te

VII. PRIVILEGE REVIEW PROTOCOL A. Scope of Privilege Claims The following categories of privilege are anticipated to be asserted in connection with the Second Request response: Attorney-Client Privilege. Communications between Cascade and its counsel — including Calderwood & Harkness LLP, Whitfield & Crane LLP, and in-house counsel Elena Vasquez-Bright — that were made for the purpose of seeking or providing legal ad

VIII. DATA AND INTERROGATORY RESPONSES A. Structured Data Requirements Second Request specifications routinely require the production of structured data in spreadsheet or database format, in addition to documents. Based on our review of the Second Request and standard DOJ practice, we anticipate that the following categories of structured data will be required from Cascade: • Revenue, GMV, and transaction volumes bro

IX. DEPOSITION PREPARATION (INVESTIGATIONAL HEARINGS) A. Anticipated DOJ Depositions / Investigational Hearings Following the parties' certification of substantial compliance, the DOJ may seek to conduct investigational hearings (commonly referred to as "depositions" in the merger investigation context, though technically conducted under Civil Investigative Demand authority) of key Cascade and NovaMart personnel. Inv