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Contract analysis / consent-pinnacle-cloud-draft.docx
consent-pinnacle-cloud-draft.docx
1038-00009 · 15 clauses
High · 0 Medium · 4 Standard · 1
I. Background and Recitals
I. Background and Recitals Reference is hereby made to the Master Services Agreement dated [●], 20[●] (as amended, supplemented, or otherwise modified from time to time, the "MSA"), entered into by and between NovaMart Global Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal offices located at 1100 Congress Avenue, Suite 800, Austin, TX 78701 ("NovaMart" or the "Co
II. Description of the Transaction Standard
⚑ Commercial term
II. Description of the Transaction Cascade Retail Holdings Inc. ("Cascade"), a corporation organized and existing under the laws of the State of Delaware and publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI," with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119, has entered into a Stock Purchase Agreement dated as of May 20, 2025 (the "SPA"),
III. Identification of the Change of Control Provision
III. Identification of the Change of Control Provision Section [●] of the MSA (the "Change of Control Provision") provides that, in the event of a "change of control" (as such term is defined in the MSA) of either party, the party undergoing such change of control shall [obtain the prior written consent of / provide notice to and obtain the consent of] the other party [prior to / within [●] days of] the consummation
IV. Request for Consent
IV. Request for Consent NovaMart hereby requests that Pinnacle Cloud consent to the change of control of NovaMart resulting from the consummation of the transactions contemplated by the SPA, in accordance with the Change of Control Provision of the MSA. In connection with this request, NovaMart wishes to provide Pinnacle Cloud with the following assurances regarding the expected effect of the Transaction on the MSA a
V. Form of Consent Medium
⚑ Forum / governing law
V. Form of Consent If Pinnacle Cloud is prepared to grant its consent to the Transaction as described herein, NovaMart respectfully requests that an authorized officer of Pinnacle Cloud execute this Consent in the space provided below and return a fully executed counterpart to NovaMart at the address set forth in Section VII. By executing this Consent in the space provided below, Pinnacle Cloud acknowledges and agree
VI. Execution
VI. Execution If the foregoing is acceptable, please indicate Pinnacle Cloud's consent by having an authorized officer execute this Consent in the space provided below and return a fully executed copy to NovaMart at the address set forth in Section VII below. We appreciate Pinnacle Cloud's prompt attention to this matter and look forward to the continued success of our relationship. Very truly yours, NOVAMART GLOBAL
VII. Notices
VII. Notices All notices, requests, consents, demands, and other communications relating to this Consent shall be delivered in accordance with the notice provisions of the MSA (Section [●] thereof). Without limiting the foregoing, copies of any notice relating to this Consent should also be sent to the following: If to NovaMart: NovaMart Global Inc. 1100 Congress Avenue, Suite 800 Austin, TX 78701 Attention: Amanda T
VIII. Enclosures Medium
⚑ Confidentiality undertaking
VIII. Enclosures No enclosures are included with this draft. Upon finalization, the following may be enclosed or referenced as exhibits or attachments hereto, to the extent required by the consent procedures set forth in the MSA or as otherwise reasonably requested by Pinnacle Cloud: (a) A publicly available summary or description of the Transaction (it being understood and agreed that the SPA itself is confidential
1. Consent Workstream — General. This Consent is one of approximately thirty-four (34) con
1. Consent Workstream — General. This Consent is one of approximately thirty-four (34) contracts identified on the Change of Control Consent Tracker (the "Tracker") as requiring consent or notice upon a change of control of NovaMart. The Tracker is maintained by Derek Okonkwo and Tiffany Rosenthal of Calderwood & Harkness LLP. The current version of the Tracker is dated [●], 2025, and reflects the status of all ident
2. Closing Condition. Obtaining the consent of Pinnacle Cloud under the MSA is a condition
2. Closing Condition. Obtaining the consent of Pinnacle Cloud under the MSA is a condition to Closing under Article VII of the SPA. Consent must be obtained prior to the targeted Closing date of October 15, 2025. The Outside Date under the SPA is December 31, 2025. The deal team should monitor progress on this consent closely and escalate any delays promptly.
3. Criticality of the Pinnacle Cloud MSA. The Pinnacle Cloud MSA is classified as a "criti
3. Criticality of the Pinnacle Cloud MSA. The Pinnacle Cloud MSA is classified as a "critical contract" for purposes of the Transaction. Pinnacle Cloud provides the primary cloud hosting infrastructure for NovaMart's online marketplace platform, which serves approximately 9.1 million registered buyers and approximately 62,400 active sellers. Any failure to obtain consent, or any termination or material modification o
4. Coordination with Seller's Counsel. Finalization and delivery of this Consent to Pinnac
4. Coordination with Seller's Counsel. Finalization and delivery of this Consent to Pinnacle Cloud should be coordinated with Simone Adesanya at Calloway, Brandt & Loewe LLP, counsel to the Selling Stockholders. Calloway, Brandt & Loewe LLP has primary responsibility for managing the relationship with NovaMart's commercial counterparties and will be the initial point of contact for Pinnacle Cloud.
5. Open Items — To Be Confirmed. Medium
⚑ Forum / governing law
5. Open Items — To Be Confirmed. (a) MSA Section Reference: Confirm the correct section number for the change of control provision, the governing law provision, and the notice provision of the MSA. The MSA was not included in the virtual data room in its fully executed form as of the date of this draft; a request for a complete copy has been submitted to NovaMart. (b) Governing Law: Confirm whether the MSA is governe
6. Flag — Potential Amendment Request. Confirm whether Pinnacle Cloud requires, as a condi
6. Flag — Potential Amendment Request. Confirm whether Pinnacle Cloud requires, as a condition to granting consent, any amendment to the MSA — for example, the addition of Cascade as a party to the MSA, the provision of a parent company guarantee by Cascade, or the inclusion of additional representations or covenants by Cascade. If Pinnacle Cloud conditions its consent on any such amendment, escalate to Derek Okonkwo
7. Timeline. Target delivery of this Consent to Pinnacle Cloud no later than [●], 2025, to Medium
⚑ Confidentiality undertaking
7. Timeline. Target delivery of this Consent to Pinnacle Cloud no later than [●], 2025, to allow adequate time for Pinnacle Cloud's internal review and approval process. Follow up with Pinnacle Cloud at least every two weeks following delivery until consent is obtained or the matter is escalated. CONFIDENTIAL — DRAFT — Subject to Review and Approval Calderwood & Harkness LLP | 599 Lexington Avenue, 38th Floor | New Y