Contract analysis

I. Introduction We write to confirm the successful execution and delivery of the Stock Purchase Agreement (the "SPA") and all related ancillary documents on May 20, 2025 (the "Signing Date"). On behalf of the entire Calderwood & Harkness team, I want to extend our congratulations to you, Meg Alderton, Rajiv Sundaram, Ted Langford, and the broader Cascade team on reaching this significant milestone. The execution of t

II. Summary of Principal Transaction Terms A. Transaction Structure The transaction is structured as a stock purchase, pursuant to which Cascade will acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart from the Selling Stockholders. The SPA is governed by the laws of the State of Delaware, without regard to conflicts of law principles. The parties have agreed that the Delaware C

III. Conditions Precedent to Closing (SPA Article VII Overview) The following is a summary of the principal conditions that remain to be satisfied (or, where applicable, waived) before the closing can occur. Each condition is set forth in Article VII of the SPA, and we have noted the relevant SPA section references for your convenience. A. HSR / Antitrust Clearance The expiration or early termination of the waiting p

IV. Pre-Closing Roadmap: Key Workstreams Set forth below is a detailed description of each major pre-closing workstream, together with assigned responsibilities and estimated timelines. We have organized these workstreams in approximate order of priority and complexity. A. HSR / Antitrust — DOJ Second Request Compliance This workstream represents the longest lead-time item in the pre-closing period and is the most si

I. Closing Deliverables Preparation Calderwood & Harkness is responsible for the preparation and coordination of all closing deliverables contemplated by the SPA. These include the following: • Officer's Certificates (Cascade and NovaMart), certifying the satisfaction of closing conditions • Secretary's Certificates (Cascade and NovaMart), with attached certificates of incorporation (or formation documents, as applic

V. Estimated Transaction Costs (Buyer Side) The following table summarizes the estimated transaction costs to be borne by Cascade in connection with the acquisition. These costs are funded from Cascade's working capital and are not funded from the deal financing sources. We note that the foregoing estimates are based on information currently available and may be subject to adjustment as the transaction progresses. In

VI. Timeline Summary The following table summarizes the key dates and milestones for the transaction: The targeted closing date of October 15, 2025 is based on our current assessment of the HSR clearance timeline and assumes that no material delays are encountered in the Second Request compliance process or in the satisfaction of the other conditions to closing. The Outside Date of December 31, 2025 provides an adequ

VII. Immediate Next Steps The following priority action items require attention during the coming days and weeks:

1. Second Request Compliance. Howard Bellamy and Gabriela Montoya (Whitfield & Crane) will circulate the proposed custodian list and search term proposals by the end of this week. Document collection and privilege review will commence promptly thereafter, with the goal of beginning rolling production to the DOJ within two to three weeks.

2. Financing Documents. Calderwood & Harkness will circulate revised drafts of the Term Loan B Credit Agreement, the Guarantee and Collateral Agreement, and the Revolving Credit Facility Amendment for Cascade's review within the next three weeks. We will coordinate with Cornerstone National Bank, Caluvori Capital Partners, and their respective counsel to resolve any outstanding issues.

3. Third-Party Consents. NovaMart (Amanda Trevino) will begin distributing consent solicitation letters to counterparties this week, beginning with the highest-priority contracts (Pinnacle Cloud Solutions, Redline Freight, and Arcwave Software). Calderwood & Harkness will track the status of all consent solicitations via the Change of Control Consent Tracker and will report to Cascade on a weekly basis.

4. Employment Agreements. Calderwood & Harkness will schedule calls with Julian Reeves and Priya Narasimhan (through Calloway, Brandt & Loewe) to finalize the terms of their respective post-closing employment agreements. We anticipate that two to three rounds of negotiation will be required to resolve the remaining open points.

5. Retention Plan. Cascade's human resources team and Ted Langford will identify the participants to be included in the Key Employee Retention Plan. Calderwood & Harkness will finalize the form retention bonus letters for distribution promptly after participants have been identified.

6. Working Capital. Sandra Chiu (Whitmore & Paige) and Doug Whitfield will coordinate on the preparation of the estimated closing date balance sheet and the preliminary working capital calculation. Early engagement on this workstream will facilitate a smoother post-closing true-up process.

7. Good Standing Certificates. Calderwood & Harkness will order good standing certificates (certificates of status) for NovaMart and each of its subsidiaries from the Secretary of State of Delaware, Texas, and all qualification states (California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington). Good standing certificates are typically dated within thirty (30) days of closing, s

8. Board Resolutions. Calderwood & Harkness will prepare draft closing resolutions for adoption by the Cascade Board of Directors closer to the closing date. These resolutions will authorize the execution and delivery of the closing deliverables, the drawdown of financing, the payment of the Purchase Price, and all other actions necessary to consummate the transaction.

9. Weekly Status Calls. We propose establishing a standing weekly conference call among Calderwood & Harkness (Harrison Wexford and Derek Okonkwo), Cascade (Elena Vasquez-Bright, Ted Langford, and Rajiv Sundaram), Hargrove Mead & Co. (Christopher Dunleavy), and Whitmore & Paige LLP (Sandra Chiu) to track all workstreams, identify and resolve issues as they arise, and maintain alignment among all members of the deal t

VIII. Calderwood & Harkness Team Contacts The following members of the Calderwood & Harkness team are assigned to this engagement and are available to address any questions or issues that may arise: We also note that Whitfield & Crane LLP (Gabriela Montoya, Partner) continues to serve as outside antitrust counsel for the DOJ Second Request process and will remain actively engaged through the completion of the HSR cle

IX. Closing Remarks We are confident in the team's ability to navigate the remaining pre-closing workstreams efficiently and to achieve the targeted closing date of October 15, 2025. The Outside Date of December 31, 2025 provides adequate buffer in the event of unanticipated delays in the HSR clearance process or any other workstream. The transaction team — across Cascade, Calderwood & Harkness, Whitfield & Crane, Ha