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Contract analysis / consent-redline-freight-draft.docx
consent-redline-freight-draft.docx
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1. No Assignment or Transfer. The Transaction is a stock purchase only. NovaMart will rem
Medium
⚑ Assignment / subcontracting
1. No Assignment or Transfer. The Transaction is a stock purchase only. NovaMart will remain the contracting party under the Agreement following the closing of the Transaction. There will be no assignment, transfer, or delegation of the Agreement or any of NovaMart's rights, interests, or obligations thereunder to Cascade or to any other third party as a consequence of the Transaction.
2. Continuity of Operations. NovaMart's logistics operations, including its fourteen (14)
2. Continuity of Operations. NovaMart's logistics operations, including its fourteen (14) fulfillment centers located across nine (9) states — California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington — will continue to operate in the ordinary course of business following the closing of the Transaction. NovaMart does not anticipate any disruption to its fulfillment or distribut
3. Continuity of Personnel. NovaMart's approximately 2,400 employees will remain employed
3. Continuity of Personnel. NovaMart's approximately 2,400 employees will remain employed by NovaMart following the closing. The operational team responsible for managing the relationship with Redline Freight, including the day-to-day coordination of freight and transportation services, is expected to remain in place.
4. Continued Performance. NovaMart intends to continue performing all of its obligations
4. Continued Performance. NovaMart intends to continue performing all of its obligations under the Agreement in the ordinary course of business following the closing of the Transaction, in accordance with the terms and conditions of the Agreement as currently in effect.
5. Rights and Obligations Unchanged. NovaMart's rights and obligations under the Agreemen
Medium
⚑ Forum / governing law
5. Rights and Obligations Unchanged. NovaMart's rights and obligations under the Agreement will remain unchanged as a result of the Transaction. Request for Consent In light of the foregoing, NovaMart hereby respectfully requests that Redline Freight Corp. provide its written consent to the change of control of NovaMart resulting from the acquisition of 100% of NovaMart's issued and outstanding capital stock by Casca
1. Consent to Change of Control.
1. Consent to Change of Control. Redline Freight hereby consents to the change of control of NovaMart resulting from the Transaction, pursuant to which Cascade will acquire 100% of the issued and outstanding capital stock of NovaMart from the Selling Stockholders (as defined in the Stock Purchase Agreement dated May 20, 2025), as described in NovaMart's consent request letter to Redline Freight dated [__], 2025.
2. Acknowledgments and Agreements.
Medium
⚑ Forum / governing law
2. Acknowledgments and Agreements. Redline Freight hereby acknowledges and agrees as follows: (a) No Default or Breach. The consummation of the Transaction shall not constitute a default, event of default, breach, or violation of the Agreement, and shall not give rise to any right of Redline Freight to assert that a default, event of default, breach, or violation has occurred under the Agreement. (b) Agreement Remain
3. Limited Consent.
Medium
⚑ Assignment / subcontracting
3. Limited Consent. This consent is limited solely to the Transaction as described herein and in NovaMart's consent request letter dated [__], 2025. Nothing in this Consent and Acknowledgment shall be deemed to constitute a consent by Redline Freight to any other transaction, assignment, transfer, delegation, change of control, or other action that may require the consent of Redline Freight under the Agreement. This
4. Governing Law.
Medium
⚑ Forum / governing law
4. Governing Law. This Consent and Acknowledgment shall be governed by and construed in accordance with the governing law provisions set forth in the Agreement, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction.
5. Counterparts.
5. Counterparts. This Consent and Acknowledgment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Consent and Acknowledgment by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the
6. Entire Understanding.
6. Entire Understanding. This Consent and Acknowledgment, together with the Agreement, constitutes the entire understanding between Redline Freight and NovaMart with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written, relating to Redline Freight's consent to the Transaction. IN WITNESS WHEREOF, Redline Freight Corp