Contract analysis

I. Executive Summary This memorandum identifies and analyzes all state-level antitrust, competition, and regulatory filings or approvals that may be required in connection with Cascade Retail Holdings Inc. ("Cascade" or the "Buyer") proposed acquisition of 100 percent of the outstanding capital stock of NovaMart Global Inc. ("NovaMart" or the "Company") for an aggregate purchase price of $1,200,000,000 (the "Transact

II. Overview of State Antitrust Filing Requirements A. General Framework — State Pre-Merger Notification Statutes The federal Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a, is the primary and, for practical purposes, the exclusive pre-merger notification regime in the United States. The HSR Act requires parties to certain transactions meeting specified size-of-person and size-of-tr

III. State Attorney General Notification and Engagement Strategy A. State AG Independent Investigatory Authority Although no state maintains a mandatory pre-merger notification statute applicable to this Transaction, state Attorneys General retain broad and independent authority to investigate and challenge mergers and acquisitions under both state and federal law. This authority derives from two principal sources: S

IV. State-by-State Regulatory Checklist The following section provides a state-by-state analysis of antitrust filing requirements, industry-specific regulatory approvals, and post-closing corporate and tax update obligations for each jurisdiction in which Cascade or NovaMart has material operations or in which key transaction participants are located. A. Delaware. Relevance. Both Cascade and NovaMart are incorporated

I. Pennsylvania. Relevance. NovaMart operates one fulfillment center in Pennsylvania. Additionally, Marlowe Asset Management Trust Company, N.A., which serves as the escrow agent for the Transaction, is located at One Liberty Place, 1650 Market Street, Suite 3600, Philadelphia, PA 19103. Pennsylvania provides a key eastern seaboard fulfillment node for NovaMart. Antitrust Filing. No mandatory antitrust filing is requ

V. Industry-Specific State Regulatory Considerations In addition to the antitrust and competition analysis set forth above, we have evaluated whether any industry-specific state regulatory approvals or licenses are required in connection with the Transaction. The following sections address the principal regulatory areas relevant to NovaMart's and Cascade's operations. A. Ecommerce and Online Marketplace Regulation No

VI. Multistate AG Coordination Risk Assessment A key risk factor for any significant merger or acquisition in the United States is the possibility that state Attorneys General may coordinate a multistate investigation or challenge, either independently or in parallel with federal enforcement action. Multistate AG coalitions have been a feature of antitrust enforcement for decades and have played a prominent role in s

1. Low Market Concentration. The combined Cascade/NovaMart market share in the relevant market — "online marketplace for specialty consumer goods" — is approximately 14.0% (Cascade approximately 8.3%, NovaMart approximately 5.7%). This level of concentration is well below the thresholds that have historically triggered state AG intervention. The post-merger HHI remains below 1,500, placing the market in the "unconcen

2. Absence of a Federal Challenge. As of the date of this memorandum, the DOJ has not indicated an intent to challenge the Transaction. While the DOJ has issued a Second Request, the issuance of a Second Request is a routine step in the investigation of transactions above a certain size and does not, by itself, signal that a challenge is forthcoming. If the DOJ ultimately clears the Transaction, the likelihood of an

3. Highly Competitive Market. The ecommerce marketplace sector is characterized by intense competition among numerous national and niche platforms. The next largest competitor to the combined entity, BrightBazaar Inc., holds approximately 6.1% market share, and numerous other platforms compete vigorously for sellers and buyers. The low barriers to entry for online marketplaces further reduce the competitive concerns

4. No Identified Consumer Harm. Our analysis has not identified any specific consumer harm that would result from the Transaction. To the contrary, the Transaction is expected to generate procompetitive efficiencies, including logistics integration synergies, an expanded seller base offering greater product range to consumers, and improved technology infrastructure. Mitigating Factors. In addition to the factors supp

VII. Summary Checklist Table The following table summarizes the state-level antitrust and regulatory clearance requirements for each jurisdiction analyzed in this memorandum.

VIII. Recommendations and Next Steps Based on the foregoing analysis, we recommend the following actions:

1. No Pre-Closing State Antitrust Filings Required. We confirm that no mandatory state-level antitrust or pre-merger notification filing is required in any U.S. jurisdiction in connection with this Transaction. This conclusion should be communicated to the Cascade deal team, including Ted Langford (SVP, Corporate Development) and Elena Vasquez-Bright (General Counsel), and reflected in the Closing Conditions Status T

2. Prepare State AG Briefing Package. As a contingency measure, we recommend the preparation of a concise briefing package summarizing the Transaction, the competitive landscape, and the procompetitive justifications for the merger. The briefing package should be coordinated with the DOJ White Paper on market definition and competitive effects and with Dr. Henrik Johansson's (Apex Economics LLC) economic analysis. Th

3. Monitor State AG Activity Through Closing. We recommend ongoing monitoring of state AG activity and public statements related to the Transaction, with particular attention to the Attorneys General of Texas, Washington, California, and New York. This monitoring should include review of AG press releases, public filings, and legislative testimony, as well as informal intelligence from industry contacts and the NAAG

4. Post-Closing Corporate and Tax Updates. Following closing, Cascade and NovaMart should coordinate with Sylvia Hartwell (Calderwood & Harkness LLP, Tax) and Sandra Chiu (Whitmore & Paige LLP) to update state corporate registrations, tax filings, responsible party information, and marketplace facilitator registrations across all states in which NovaMart has nexus. A comprehensive post-closing integration checklist f

5. Include in Closing Conditions Status Tracker. Although state antitrust clearance is not a condition precedent to closing under SPA Article VII, it remains a monitored item. The Closing Conditions Status Tracker and Update Memorandum should be updated to reflect the conclusions of this memorandum, specifically noting that no state antitrust filings are required and that the state AG engagement strategy is being imp

6. Coordinate with HSR Counsel. Whitfield & Crane LLP (Gabriela Montoya) will serve as the primary point of contact in the event that any state AG seeks to piggyback on the DOJ Second Request investigation or initiates independent contact with the parties. All state AG communications should be routed through Gabriela Montoya and Howard Bellamy, and no substantive communications with state AG staff should occur withou

IX. Contact Information For questions regarding this memorandum or any state antitrust or regulatory matter arising in connection with the Transaction, please contact: Howard Bellamy Partner, Antitrust & Competition Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 555-4100 Email: hbellamy@calderwoodharkness.com Gabriela Montoya Partner Whitfield & Crane LLP 1200 New Hamps