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Contract analysis / novamart-stockholder-consent-solicitation-package.docx
novamart-stockholder-consent-solicitation-package.docx
High · 5
Medium · 1
Standard · 6
I. Cover Letter to NovaMart Stockholders
Standard
⚑ Commercial term
I. Cover Letter to NovaMart Stockholders May 20, 2025 NovaMart Global Inc. 1100 Congress Avenue, Suite 800 Austin, TX 78701 To: All Holders of Record of Capital Stock of NovaMart Global Inc. Dear NovaMart Stockholders: We are writing to you in your capacity as a holder of record of the capital stock of NovaMart Global Inc., a Delaware corporation ("NovaMart" or the "Company"), to request your approval, by written con
II. Summary Term Sheet
High
⚑ Non-compete / exclusivity restraint
II. Summary Term Sheet The following summary term sheet (this "Summary Term Sheet") is provided for the convenience of NovaMart stockholders and describes the material terms and conditions of the Stock Purchase Agreement dated as of May 20, 2025 (the "SPA"). This Summary Term Sheet is qualified in its entirety by reference to the SPA, a complete copy of which is attached hereto as Exhibit A or is available for review
I. Financing
High
⚑ Non-compete / exclusivity restraint
I. Financing Committed Financing. Cascade has represented and warranted in the SPA that it has sufficient committed financing to consummate the transactions contemplated by the SPA and to pay the aggregate Purchase Price and all related fees, costs, and expenses. The SPA is not subject to a financing condition — Cascade's obligation to close is not conditioned on Cascade's ability to obtain financing. Sources of Fund
III. Form of Written Consent of the Stockholders of NovaMart Global Inc.
Standard
⚑ Commercial term
III. Form of Written Consent of the Stockholders of NovaMart Global Inc. ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS OF NOVAMART GLOBAL INC. IN LIEU OF A SPECIAL MEETING Preamble The undersigned, being a holder of record of shares of capital stock of NovaMart Global Inc., a Delaware corporation (the "Company"), hereby consents to and adopts the following resolutions and the actions contemplated thereby, without a m
1. RESOLVED, that the Stock Purchase Agreement dated as of May 20, 2025, by and among Casc
Standard
⚑ Commercial term
1. RESOLVED, that the Stock Purchase Agreement dated as of May 20, 2025, by and among Cascade Retail Holdings Inc., NovaMart Global Inc., and the Selling Stockholders named therein, as it may be amended, supplemented, or modified from time to time in accordance with its terms (a copy of which has been made available to the undersigned), and all of the transactions contemplated thereby, including without limitation th
2. RESOLVED, that the execution and delivery of the SPA and the ancillary transaction docu
2. RESOLVED, that the execution and delivery of the SPA and the ancillary transaction documents to which the Company is a party, including without limitation the Escrow Agreement by and among Cascade Retail Holdings Inc., the Stockholder Representative (as defined below), and Marlowe Asset Management Trust Company, N.A. and the Stockholder Representative Agreement by and among Cascade Retail Holdings Inc., the Compan
3. RESOLVED, that the appointment of Ridgeline Equity Partners, LP, acting through Frankli
High
⚑ Indemnity / guarantee obligation
3. RESOLVED, that the appointment of Ridgeline Equity Partners, LP, acting through Franklin Osei, Managing Partner, as the Stockholder Representative (the "Stockholder Representative") for purposes of the SPA, including without limitation with respect to (a) the assertion, defense, and settlement of post-closing indemnification claims, (b) working capital adjustment disputes, (c) escrow releases and distributions, an
4. RESOLVED, that the officers and directors of the Company be, and each of them hereby is
Standard
⚑ Commercial term
4. RESOLVED, that the officers and directors of the Company be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to take or cause to be taken all such further actions, to execute and deliver or cause to be executed and delivered all such further agreements, instruments, certificates, and documents, and to pay or cause to be paid all such fees, costs, and expen
5. RESOLVED, that all actions heretofore taken by the officers and directors of the Compan
Standard
⚑ Commercial term
5. RESOLVED, that all actions heretofore taken by the officers and directors of the Company in connection with the negotiation, execution, and delivery of the SPA and the ancillary transaction documents, and all actions taken in furtherance of the Transaction, including without limitation the engagement of Calloway, Brandt & Loewe LLP as legal counsel, Pemberton Strauss Advisory LLC as financial advisor, and the othe
IV. Instructions for Execution and Delivery of the Written Consent
IV. Instructions for Execution and Delivery of the Written Consent The following instructions are provided to assist NovaMart stockholders in executing and delivering the enclosed Written Consent. Please read these instructions carefully before signing. A. Who Must Sign All holders of record of capital stock of NovaMart Global Inc. as of the date hereof are requested to execute and deliver the enclosed Written Consen
1. Each stockholder should carefully review the enclosed Form of Written Consent.
1. Each stockholder should carefully review the enclosed Form of Written Consent.
2. Each stockholder should sign and date the Written Consent in the space provided on the
2. Each stockholder should sign and date the Written Consent in the space provided on the signature page.
3. Entity stockholders (including Ridgeline Equity Partners, LP and Brindoval Ventures Fu
3. Entity stockholders (including Ridgeline Equity Partners, LP and Brindoval Ventures Fund III, LP) must have the Written Consent signed by a duly authorized representative of the entity. The authorized signatory should print his or her name and title on the signature page and indicate the name of the entity on whose behalf the consent is being executed. If the signatory's authority is governed by a limited partners
4. If a stockholder holds NovaMart capital stock in more than one capacity (for example,
4. If a stockholder holds NovaMart capital stock in more than one capacity (for example, individually and as trustee of a trust), a separate Written Consent should be executed for each capacity, reflecting the shares held in each such capacity.
5. Stock option holders should indicate on the signature page the number of vested in-the
Standard
⚑ Commercial term
5. Stock option holders should indicate on the signature page the number of vested in-the-money stock options held by such holder. For purposes of the Written Consent, vested in-the-money stock options are options to purchase shares of NovaMart common stock that have vested as of the date hereof and that have an exercise price below the per-share consideration payable under the SPA. C. Method of Delivery Executed Wri
V. Exhibit A — Stock Purchase Agreement (Execution Version)
V. Exhibit A — Stock Purchase Agreement (Execution Version) EXHIBIT A STOCK PURCHASE AGREEMENT (EXECUTION VERSION) A complete copy of the Stock Purchase Agreement dated as of May 20, 2025, by and among Cascade Retail Holdings Inc., NovaMart Global Inc., and the Selling Stockholders named therein (the "SPA"), including all schedules, exhibits, and annexes thereto, is attached hereto as Exhibit A. The SPA is the defini
VI. Exhibit B — Escrow Agreement
High
⚑ Indemnity / guarantee obligation
VI. Exhibit B — Escrow Agreement EXHIBIT B ESCROW AGREEMENT A copy of the 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), governing the establishment, maintenance, and release of the $96,000,000 Escrow Fund in connection with the Transaction, is attached hereto as Exhibit B. T
VII. Exhibit C — Stockholder Representative Agreement
High
⚑ Indemnity / guarantee obligation
VII. Exhibit C — Stockholder Representative Agreement EXHIBIT C STOCKHOLDER REPRESENTATIVE AGREEMENT A copy of the Stockholder Representative Agreement by and among Cascade Retail Holdings Inc., NovaMart Global Inc., and Ridgeline Equity Partners, LP, appointing Ridgeline Equity Partners, LP (acting through Franklin Osei, Managing Partner) as the Stockholder Representative for purposes of the SPA, is attached hereto
VIII. Important Notices and Disclaimers
Medium
⚑ Liability cap to check against exposure
VIII. Important Notices and Disclaimers The following notices and disclaimers apply to this Stockholder Written Consent Solicitation Package and should be read carefully by all NovaMart stockholders. A. No Solicitation of Proxies / No Offer of Securities This Package constitutes a solicitation of written consents of the stockholders of NovaMart Global Inc. pursuant to Section 228 of the Delaware General Corporation L