Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to summarize the findings of the intellectual property due diligence review of NovaMart Global Inc. ("NovaMart" or "NMG"), a Delaware corporation headquartered at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, conducted in connection with the proposed acquisition by Cascade Retail Holdings Inc. ("Cascade" or "CRH") of one hundred percent (100%) of NovaMart

II. SCOPE OF REVIEW A. Categories of Materials Reviewed The following categories of intellectual property-related materials were reviewed in connection with this due diligence analysis:

1. Patent Portfolio — Issued U.S. utility patents and pending U.S. patent applications, including prosecution files, assignment records, and maintenance fee records.

2. Trademark Registrations and Applications — U.S. and international trademark registrations and pending applications, including prosecution files, specimens of use, maintenance filings, and renewal records.

3. Copyright Registrations — Formal U.S. Copyright Office registrations for key software works and other copyrightable materials.

4. Domain Name Portfolio — Domain name registrations, registrar records, renewal dates, and WHOIS information.

5. Trade Secret Inventory and Protection Measures — Internal trade secret identification documents, data classification policies, access control documentation, and information security policies.

6. Open-Source Software Audit Reports — NovaMart's internal open-source software component inventory and compliance documentation prepared in Q3 2024.

7. Inbound IP Licenses — All agreements pursuant to which NovaMart is the licensee of third-party intellectual property, including technology license agreements, software-as-a-service agreements, and data access agreements.

8. Outbound IP Licenses — All agreements pursuant to which NovaMart grants licenses or access rights to its intellectual property to third parties, including marketplace Terms of Service, seller and buyer platform agreements, and advertising data access agreements.

9. IP-Related Litigation History — Records of any past or pending litigation, disputes, cease-and-desist letters, or demands related to intellectual property, including patent, trademark, copyright, and trade secret matters.

10. Employee and Contractor IP Assignment Agreements — Proprietary Information and Inventions Assignment Agreements ("PIIAs") executed by employees, independent contractor agreements containing IP assignment provisions, and founding IP assignment agreements executed by NovaMart's founders.

11. IP Representations in Existing Commercial Agreements — Representations and warranties relating to intellectual property ownership, non-infringement, and indemnification contained in NovaMart's material commercial agreements with sellers, buyers, partners, and vendors. B. Sources. The materials reviewed were drawn from the following sources: • NovaMart Data Room — Folders 5.1 through 5.14 (Intellectual Property se

III. PATENT PORTFOLIO A. Overview. NovaMart holds a portfolio of U.S. utility patents and pending U.S. patent applications relating to its marketplace platform technology, search and recommendation algorithms, logistics optimization software (NovaShip), and payment processing integrations. These patents and applications cover key aspects of the technology that underpins NovaMart's core marketplace operations and fulf

1. Pending Applications — Uncertainty of Issuance. Nine patent applications remain pending before the USPTO, and there can be no assurance that any or all of these applications will result in issued patents. The claims of pending applications may be further narrowed, rejected, or abandoned during prosecution. Cascade should assess the materiality of each pending application to the post-closing technology roadmap. In

2. Freedom-to-Operate Analysis. No freedom-to-operate ("FTO") analysis has been conducted as part of this due diligence review. An FTO study assesses whether NovaMart's current products, services, and technologies may infringe valid and enforceable patent claims held by third parties. We recommend that Cascade consider commissioning an FTO study for NovaMart's core marketplace and logistics technologies, either prior

3. No Pending Infringement Claims. No patent infringement claims are currently pending against NovaMart, and no active patent infringement claims brought by NovaMart against third parties were identified. A complete analysis of NovaMart's litigation history, including IP-related matters, is set forth in the separate Litigation and Regulatory Due Diligence Memorandum.

IV. TRADEMARKS A. Overview. NovaMart maintains a portfolio of registered and common-law trademarks used in connection with its online marketplace platform, logistics services, and various product verticals. The trademark portfolio is a material asset of the business, as NovaMart's brand recognition among consumers, sellers, and industry participants is a key driver of the platform's value. The key marks in the portfo

1. NOVAHOME Mark and Potential Divestiture. As noted above, if the NovaHome vertical is divested as an antitrust remedy in connection with the Transaction, the NOVAHOME trademark (Registration No. 6,234,567) and associated goodwill would need to be addressed in the divestiture package. Options include (a) assigning the NOVAHOME mark to the acquirer of the NovaHome vertical, or (b) licensing the mark to the acquirer o

2. International Filing Gaps. International trademark coverage is limited and incomplete. Cascade should develop a post-closing international trademark filing strategy if international expansion is planned. We recommend prioritizing filings in the European Union (completing the pending EUIPO application), the United Kingdom (completing the pending UKIPO application), Canada (filing NOVASHIP and other key marks), Aust

3. No Material Issues — U.S. Portfolio. No material issues have been identified with NovaMart's U.S. trademark portfolio. All registrations are active and properly maintained, and no opposition, cancellation, or infringement proceedings are pending.

V. COPYRIGHTS A. Overview. NovaMart holds copyright interests in a wide range of original works of authorship, including the source code for its marketplace platform, the NovaShip logistics platform, mobile applications for iOS and Android, seller and buyer portals, website content, marketing materials, technical documentation, API reference materials, and associated databases. Given the nature of NovaMart's business

1. Missing Early-Stage Contractor Agreements. Executed IP assignment agreements for two early-stage independent contractors who performed software development work during NovaMart's founding phase (2016–2017) could not be located in the Data Room. These contractors have been identified as Rajiv Mehta (a freelance back-end developer who contributed to the initial marketplace database architecture) and Chloe Baxter (a

2. SPA Disclosure Schedules. We recommend that the SPA disclosure schedules specifically address any gaps in the copyright ownership chain, including the missing contractor agreements referenced above, to ensure full disclosure and appropriate allocation of risk.

3. No Pending Copyright Claims. No copyright infringement claims are currently pending against NovaMart. No DMCA takedown proceedings of material significance have been identified. NovaMart, as an online marketplace, has a DMCA policy in place and regularly processes takedown requests from rights holders regarding allegedly infringing content posted by sellers on the platform; these are routine operational matters an

VI. DOMAIN NAMES A. Overview. NovaMart maintains a portfolio of domain name registrations that support its commercial operations and online presence. The portfolio includes NovaMart's primary commercial domains, as well as defensive and protective registrations intended to prevent cybersquatting, brand dilution, and consumer confusion. B. Domain Name Portfolio — Summary Table The following table summarizes NovaMart's

2. No Domain Disputes. No Uniform Domain-Name Dispute-Resolution Policy ("UDRP") proceedings or other domain name disputes are currently pending involving any NovaMart domain name.

3. Post-Closing Review. We recommend a post-closing review of the domain name portfolio to ensure alignment with Cascade's branding strategy. This review should assess whether additional defensive registrations are needed, whether any domains should be consolidated or retired, and whether the registrar relationship should be maintained or transitioned to Cascade's preferred domain management provider.

VII. TRADE SECRETS AND PROPRIETARY KNOW-HOW A. Overview. NovaMart identifies certain categories of proprietary information as trade secrets within the meaning of the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq., and applicable state trade secret laws (including the Texas Uniform Trade Secrets Act, Tex. Civ. Prac. & Rem. Code § 134A.001 et seq.). These trade secrets derive independent economic value from not bei

1. Overall Assessment. Trade secret protection measures appear generally reasonable and appropriate for a company of NovaMart's size (approximately 2,400 employees) and stage of development. The implementation of a formal data classification policy in 2021 and the initiation of annual training in 2022 reflect a maturing approach to trade secret governance.

2. No Misappropriation Claims. No trade secret misappropriation claims have been asserted by or against NovaMart. No incidents of suspected trade secret theft or unauthorized disclosure were identified in the Data Room or disclosed during management interviews.

3. Post-Closing Integration. We recommend that Cascade review NovaMart's data classification policy and access control framework post-closing to ensure consistency with Cascade's own information security standards and trade secret protection practices. Particular attention should be given to harmonizing access controls during the integration period, when personnel from both organizations may require cross-system acce

4. Change of Control and NDA Obligations. The change of control effected by the Transaction may trigger scrutiny under NDA obligations with certain third-party partners and vendors. While a change of control in a stock purchase transaction does not typically constitute a breach of NDA provisions (as NovaMart remains the contracting entity), certain NDAs may contain provisions that require notice of a change of contro

VIII. OPEN-SOURCE SOFTWARE USAGE A. Overview. NovaMart's technology platform, like the vast majority of modern ecommerce and SaaS platforms, incorporates open-source software ("OSS") components. Open-source software is software distributed under licenses that permit use, modification, and redistribution, subject to compliance with the terms of the applicable license. The use of open-source software is standard practi

1. Informality of Compliance Program. NovaMart's open-source compliance program, while operational, is relatively informal. The Q3 2024 OSS Audit Report was prepared through a manual review process conducted by NovaMart's engineering team. NovaMart does not currently employ an automated open-source software scanning tool, such as Crestline Health IT (Ridgeline Data Systems), Glenrock Systems, Larkspur Data Systems, o

2. Automated Scanning Recommendation. We recommend that Cascade deploy its own automated open-source software scanning tool on NovaMart's codebase following closing to independently confirm compliance with open-source license obligations and identify any undisclosed copyleft-licensed components. This scanning should be conducted as a priority post-closing integration activity.

3. AGPL v3 Component Verification. The AGPL v3 component usage identified by NovaMart should be independently validated through a technical review of the component's deployment architecture and its interaction with NovaMart's proprietary platform code. If NovaMart's assessment is incorrect — for example, if the AGPL-licensed component is more tightly integrated with the user-facing platform than NovaMart's engineers

4. SPA Representations. We recommend that the SPA include a specific representation and warranty from the sellers regarding NovaMart's compliance with the terms of all open-source software licenses applicable to components incorporated into NovaMart's technology, with specific disclosure of copyleft-licensed component usage on the disclosure schedules. This representation should be drafted broadly enough to cover the

IX. EMPLOYEE AND CONTRACTOR IP ASSIGNMENT AGREEMENTS A. Employees. NovaMart requires all employees to execute a Proprietary Information and Inventions Assignment Agreement ("PIIA") upon commencement of employment. The standard NovaMart PIIA includes the following key provisions: (a) Invention Assignment. The PIIA assigns to NovaMart all right, title, and interest in inventions, works of authorship, designs, discoveri

X. INBOUND IP LICENSES (THIRD-PARTY TECHNOLOGY LICENSED TO NOVAMART) A. Overview. NovaMart is the licensee under several third-party technology license agreements and software-as-a-service agreements that are material to the operation of its marketplace platform and logistics network. These inbound licenses provide NovaMart with the right to use third-party intellectual property in its products, services, and interna

1. Technology License Agreement with Arcwave Software LLC Licensor: Arcwave Software LLC, a California limited liability company, with its principal offices in San Jose, California. Subject Matter: License to NovaMart for the use of Arcwave's proprietary product search and relevance-ranking algorithm (the "Arcwave Search Algorithm") in NovaMart's marketplace platform. The Arcwave Search Algorithm provides advanced pr