Contract analysis

I. Executive Summary This memorandum summarizes the key findings from our review of the corporate organization, governance structure, capitalization, stockholder agreements, and subsidiary matters of NovaMart Global Inc., a Delaware corporation ("NovaMart," "NMG," or the "Company"), in connection with the proposed acquisition by Cascade Retail Holdings Inc. ("Cascade" or the "Buyer") of 100% of the outstanding capita

1. Corporate Organization and Good Standing. NovaMart is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, as confirmed by the certificate of good standing obtained from the Delaware Secretary of State. The Company is also qualified to transact business and is in good standing as a foreign corporation in the State of Texas, where its principal offices are lo

2. Capitalization. The capitalization of NovaMart is fully accounted for. All issued and outstanding shares of capital stock are reflected on the stock ledger maintained by the Company's transfer agent, Continental Stocktransfer & Trust, Inc. One hundred percent (100%) of the outstanding capital stock is held by identified stockholders and is being acquired in the Transaction. Equity incentive plan obligations, inclu

3. Corporate Governance. No material corporate governance deficiencies have been identified. The Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are consistent with expectations for a PE/VC-backed private company of NovaMart's size and complexity. Board minutes and written consents for the prior three fiscal years have been reviewed and do not disclose any irregularities th

4. Stockholder Agreements. The stockholder agreements applicable to NovaMart — including the Stockholders' Agreement, Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, and Voting Agreement — are generally consistent with market practice for a company at this stage and with this investor profile. Critically, we have confirmed that (a) the Company's charter and bylaws permit stockholder action

5. Subsidiaries. NovaMart's direct and indirect subsidiaries are properly organized, 100% owned (directly or indirectly) by the Company, and in good standing in their respective jurisdictions of formation and foreign qualification jurisdictions, subject to certain ministerial filings that are being addressed prior to closing.

6. Key Items for Attention. We have identified the following items requiring attention prior to closing: (a) implications of change of control provisions in the charter and stockholder agreements, (b) the requirement to obtain the stockholder written consent from holders representing at least a majority (and ideally all) of the outstanding shares, (c) certain subsidiary organizational matters to be addressed before c

II. Scope of Review and Materials Examined Materials Reviewed. In connection with the preparation of this memorandum, we reviewed the following documents and materials, each as made available in the virtual data room maintained by NovaMart (the "Data Room") and/or delivered directly to our offices by counsel to NovaMart, Calloway, Brandt & Loewe LLP ("Calloway Brandt"): (a) The Amended and Restated Certificate of Inc

III. Corporate Organization A. Formation and Jurisdiction The following sets forth the key organizational details of NovaMart Global Inc.: NovaMart was originally incorporated in the State of Delaware on March 14, 2016 under the name "NovaMart Inc." by its founders, Julian Reeves and Priya Narasimhan. The original Certificate of Incorporation was filed with the Delaware Secretary of State on that date. In connection

IV. Certificate of Incorporation A. Authorized Capital Stock Pursuant to the Amended and Restated Certificate of Incorporation of NovaMart Global Inc., as currently in effect (the "Charter"), the authorized capital stock of the Company consists of the following: (a) Common Stock. 100,000,000 shares of Common Stock, par value $0.001 per share (the "Common Stock"). The Common Stock is the sole class of equity currently

1. Original Certificate of Incorporation — Filed March 14, 2016. Established the Company as "NovaMart Inc." with authorized capital of 10,000,000 shares of Common Stock ($0.001 par value) and 5,000,000 shares of Preferred Stock ($0.001 par value).

2. Certificate of Amendment — Filed July 28, 2017. Increased authorized Common Stock to 50,000,000 shares and authorized 10,000,000 shares of Series A Preferred Stock in connection with the Company's Series A financing round led by Brindoval Ventures Fund III, LP.

3. Certificate of Amendment — Filed August 12, 2018. Effected the following changes in connection with the Company's Series B financing led by Ridgeline Equity Partners, LP: (a) changed the Company's name from "NovaMart Inc." to "NovaMart Global Inc."; (b) effected the conversion of all outstanding shares of Series A Preferred Stock into Common Stock on a one-for-one basis; (c) effected the authorization and issuance

4. Amended and Restated Certificate of Incorporation — Filed August 12, 2018. Simultaneously with the Certificate of Amendment described above, the Company filed its Amended and Restated Certificate of Incorporation, which restated and integrated the Charter in its entirety to reflect the completed recapitalization, the new authorized share structure (100,000,000 shares of Common Stock and 25,000,000 shares of Prefer

5. Certificate of Correction — Filed October 4, 2018. Corrected a clerical error in Article IV of the Amended and Restated Certificate of Incorporation regarding the reference to the conversion ratio for the former Series A Preferred Stock, which had been inadvertently stated as "one-for-two" rather than "one-for-one." No further amendments to the Charter have been filed since October 4, 2018. The Amended and Restate

V. Bylaws A. Summary of Key Bylaw Provisions We have reviewed the Amended and Restated Bylaws of NovaMart Global Inc. (the "Bylaws"), most recently amended effective August 12, 2018, in connection with the Series B financing and the execution of the Stockholders' Agreement. The following summarizes the material provisions of the Bylaws: Board of Directors — Size, Quorum, and Vacancies. The Bylaws provide that the num

1. Original Bylaws — Adopted March 14, 2016 in connection with the Company's incorporation.

2. Amended Bylaws — Adopted July 28, 2017, in connection with the Series A financing, to reflect updated board composition and committee structure provisions.

3. Amended and Restated Bylaws — Adopted August 12, 2018, in connection with the Series B financing and execution of the Stockholders' Agreement. This version, which remains in effect, reflected the comprehensive governance structure agreed upon among the Company, its founders, and its institutional investors. No further amendments to the Bylaws have been adopted since August 12, 2018.

VI. Capitalization A. Overview. NovaMart Global Inc. is a privately held company. No class of the Company's securities is registered under the Securities Exchange Act of 1934, as amended, and no shares of the Company's capital stock are listed or traded on any securities exchange or over-the-counter market. All outstanding shares of Common Stock were issued in private transactions exempt from registration under the S

VII. Governance Documents and Board Matters A. Board of Directors Composition As of the date of this memorandum, the Board of Directors of NovaMart consists of seven (7) members, as follows: The composition of the Board is governed by the board designation rights in the Stockholders' Agreement, which provides as follows: (a) Ridgeline Equity Partners, LP, as the holder of at least 35% of the outstanding Common Stock,

VIII. Stockholder Agreements A. Stockholders' Agreement Parties. The Stockholders' Agreement, dated as of August 12, 2018 (the "Stockholders' Agreement"), is by and among NovaMart Global Inc., Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, Priya Narasimhan, and each of the other management and employee stockholders identified on Schedule A thereto (together with any persons who subsequ