Contract analysis

I. Executive Summary This memorandum summarizes the results of Calderwood & Harkness LLP's environmental due diligence review of NovaMart Global Inc. ("NovaMart" or the "Company") in connection with the proposed acquisition by Cascade Retail Holdings Inc. ("Cascade" or "CRH") of 100% of NovaMart's outstanding capital stock for a total purchase price of $1,200,000,000 pursuant to the Stock Purchase Agreement (the "SPA

II. Scope and Methodology A. Information Reviewed Our environmental due diligence review was based on our review and analysis of documents and information produced by NovaMart and its counsel, Calloway, Brandt & Loewe LLP (Richard Calloway, partner, and Simone Adesanya, senior associate), in response to the comprehensive Due Diligence Request List dated February 17, 2025, which was prepared by Derek Okonkwo and Tiffa

1. Environmental permits and registrations for all fourteen (14) fulfillment center locations and the Austin, Texas corporate headquarters, including air quality permits, stormwater permits, hazardous materials permits, and hazardous waste generator registrations.

2. Hazardous materials inventories and safety data sheets (SDS) for chemicals and materials stored, used, or handled at each fulfillment center facility.

3. Environmental compliance audit reports, including both internal audits conducted by NovaMart's Environmental Health and Safety ("EHS") team and third-party compliance audits conducted by external consultants.

4. Underground storage tank ("UST") and aboveground storage tank ("AST") registrations, inspection records, closure documentation, and related regulatory correspondence.

5. Spill Prevention, Control, and Countermeasure ("SPCC") plans for applicable facilities, as required under 40 CFR Part 112 of the Clean Water Act.

6. Records of any releases, spills, or environmental incidents at any NovaMart facility, including internal incident reports, fire department reports, and notifications to regulatory agencies.

7. Environmental insurance policies, endorsements, and coverage summaries, to the extent maintained by NovaMart.

8. Correspondence with federal, state, and local environmental regulatory agencies, including any notices of violation, consent orders, administrative orders, enforcement actions, information requests, and informal inquiries.

9. Phase I Environmental Site Assessment reports prepared in accordance with ASTM Standard E1527-21 (or predecessor standards), to the extent available in the data room.

10. Lease agreements for the fulfillment centers and the Austin headquarters, reviewed in coordination with the Real Property Due Diligence Memorandum prepared by the real property workstream for purposes of identifying environmental liability allocation provisions, landlord environmental obligations, and change of control requirements.

11. NovaMart's internal Environmental Health and Safety ("EHS") policies and procedures, including training records, incident response protocols, and management system documentation. A complete index of all environmental documents reviewed is set forth in Appendix C to this memorandum. B. Limitations. The following limitations apply to our environmental due diligence review and should be considered in evaluating the

III. Overview of NovaMart's Operations and Environmental Profile A. Nature of Operations NovaMart Global Inc. is an online marketplace platform that connects consumers with specialty consumer goods, home décor, artisanal products, and consumer electronics accessories. Critically, NovaMart is not a manufacturer, and the Company does not engage in manufacturing, chemical processing, refining, or other heavy industrial

IV. Hazardous Materials Handling and Storage A. Types of Hazardous Materials On-Site NovaMart's fulfillment center operations involve limited use of hazardous materials compared to manufacturing or chemical processing operations. Based on our review of the Company's hazardous materials inventories, safety data sheets ("SDS"), and Tier II reports, the following categories of hazardous materials are present at NovaShip

V. Underground and Aboveground Storage Tanks A. Aboveground Storage Tanks (ASTs) Several NovaMart fulfillment centers maintain diesel aboveground storage tanks ("ASTs") for the purpose of fueling backup emergency generators. Based on our review of tank registration documents, inspection records, and SPCC plans, the ASTs at NovaMart facilities range in capacity from approximately 500 gallons to 2,000 gallons and are u

VI. Environmental Permits and Regulatory Compliance A. Air Quality Permits NovaMart's fulfillment center operations do not involve manufacturing processes, combustion sources, or other activities that would typically require major source air quality permits under the Clean Air Act or state air quality programs. The Company's air emissions are limited primarily to backup diesel emergency generators at certain faciliti

VII. Environmental Site Assessments and Historical Property Conditions A. Phase I ESAs on File Phase I Environmental Site Assessments ("Phase I ESAs") are the standard initial screening tool used to identify recognized environmental conditions ("RECs") — the presence or likely presence of hazardous substances or petroleum products in, on, or at a property — based on historical land use research, regulatory database r

1. Georgia Facility #1 (Owned Property). A Phase I ESA dated February 2020 was prepared in connection with NovaMart's acquisition of the property from the prior owner. The assessment was conducted by a qualified environmental professional and generally followed the ASTM E1527-13 standard (the version in effect at the time). The Phase I ESA identified the historical underground storage tank discussed in Section V.B of

2. California Facility #1 (Leased). A Phase I ESA dated 2021 was identified in the data room. This ESA was provided by the landlord and appears to have been prepared in connection with the landlord's financing or insurance requirements. The assessment identified no RECs, CRECs, or HRECs at the property. The Phase I ESA noted that the property had been used for commercial warehouse purposes since its original construc

3. New Jersey Facility #1 (Leased). A Phase I ESA dated 2022 was identified in the data room. This ESA was similarly provided by the landlord. The assessment identified no RECs or CRECs. The Phase I ESA noted the property's location in a historically industrial area and discussed the environmental histories of several nearby properties, but found no evidence that contamination from neighboring sites had impacted the

VIII. New Jersey ISRA Analysis New Jersey's Industrial Site Recovery Act ("ISRA"), N.J.S.A. 13:1K-6 et seq., is a unique regulatory program that requires owners and operators of "industrial establishments" to conduct environmental investigation and, if necessary, remediation upon the occurrence of certain triggering events, including the closing, terminating, or transferring of operations or ownership at the industri

IX. Environmental Insurance Coverage As part of our environmental due diligence, we reviewed NovaMart's existing insurance program for environmental coverage, in coordination with the Insurance Due Diligence Memorandum being prepared by the insurance workstream. No Standalone Environmental Policy. NovaMart does not currently carry a standalone environmental impairment liability ("EIL") or pollution legal liability ("

X. Change of Control Considerations — Environmental Permits and Obligations As part of o