Contract analysis

I. Executive Summary This memorandum consolidates and presents the key findings from Calderwood & Harkness LLP's ("C&H" or the "Firm") comprehensive due diligence investigation of NovaMart Global Inc. ("NovaMart" or the "Company") in connection with Cascade Retail Holdings Inc.'s ("Cascade," the "Buyer," or the "Company") proposed acquisition of 100% of NovaMart's outstanding capital stock (the "Acquisition" or the "

II. Transaction Overview A. Deal Structure The Transaction is structured as a stock purchase in which Cascade will acquire 100% of the issued and outstanding capital stock of NovaMart from the Selling Stockholders (as defined below) for an aggregate cash purchase price of $1,200,000,000. The stock purchase structure was selected after careful consideration of alternative structures, including an asset purchase and a

III. Due Diligence Workstream Summaries The following sections summarize the findings from each of the principal due diligence workstreams conducted by Calderwood & Harkness LLP and Cascade's other advisors. Detailed memoranda for each workstream are listed in Appendix A and are available for the Board's review upon request. A. Corporate Organization and Capitalization Corporate Organization. NovaMart is duly incorpo

1. Martinez v. NovaMart Global Inc. (Travis County District Court, Texas; Case No. D-1-GN-24-003782). An employment discrimination claim brought by a former customer service representative alleging wrongful termination based on age. The plaintiff seeks compensatory damages of $175,000 and attorney's fees. The matter is in early stages of discovery. NovaMart's employment litigation counsel has assessed the matter as d

2. Okafor v. NovaMart Logistics Inc. (Superior Court of New Jersey, Middlesex County; Docket No. MID-L-002941-24). A wage and hour dispute brought by a former fulfillment center employee alleging unpaid overtime. The plaintiff seeks approximately $85,000 in damages. The matter is in early stages. NovaMart's employment counsel has assessed the case as having low merit, with an estimated maximum exposure of approximate

3. Henderson v. NovaMart Global Inc. et al. (U.S. District Court, Northern District of Georgia; Civil Action No. 1:24-cv-04218-TCB). A product liability claim brought by a consumer who purchased a third-party product through the NovaMart marketplace and allegedly sustained personal injuries due to a defective product. The plaintiff has named NovaMart as a defendant along with the third-party seller. The matter is cur

I. Insurance Existing Insurance Program. We have reviewed NovaMart's existing insurance program in coordination with Cascade's risk management team. NovaMart maintains the following categories of insurance coverage: commercial general liability, property insurance, cyber liability, directors and officers liability, errors and omissions (professional liability), and workers' compensation. Coverage levels and terms are