Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the results of Calderwood & Harkness LLP's review of the material commercial agreements of NovaMart Global Inc. ("NovaMart," the "Company," or the "Target"), a Delaware corporation headquartered at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, in connection with the proposed acquisition (the "Transaction") of one hundred percent (100%) of NovaMart's outstanding

II. METHODOLOGY AND SCOPE OF REVIEW A. Documents Reviewed Calderwood & Harkness LLP reviewed all contracts classified as "material" by NovaMart management and its counsel, Calloway, Brandt & Loewe LLP, and uploaded to the Data Room in response to the Due Diligence Request List dated February 17, 2025. Specifically, our review focused on the following categories of contracts:

1. All contracts with an annual value exceeding Five Million Dollars ($5,000,000), whether measured by NovaMart's payment obligations, revenue attributable to the contract, or transaction volume facilitated by the contract.

2. All contracts deemed to be of strategic significance to NovaMart's business operations, regardless of dollar value, including technology licenses, intellectual property agreements, key vendor relationships, and joint venture or strategic partnership arrangements.

3. All contracts deemed to be operationally critical to the continued functioning of NovaMart's marketplace platform, NovaShip logistics network, advertising revenue operations, or logistics SaaS services.

4. All credit agreements, loan agreements, indentures, and other financing arrangements.

5. All real property leases for NovaMart's headquarters and fulfillment center facilities.

6. All insurance policies, surety bonds, and letters of credit. In total, we reviewed approximately eighty-five (85) material commercial agreements. Our review included the underlying executed agreement for each contract, together with all amendments, modifications, side letters, supplements, statements of work, and order forms made available in the Data Room. We cross-referenced the contracts produced in the Data Ro

1. Identification of Change of Control Provisions. We identified all provisions in each contract that address or are triggered by a change of control, change in control, change of ownership, assignment, transfer, or analogous events. We reviewed defined terms sections carefully, as "change of control" and related concepts are frequently defined terms that may appear under varying nomenclature, including but not limit

2. Classification of Provisions by Type. Each identified provision was classified into one or more of the following categories: (i) Consent Required — The contract requires the counterparty's prior written consent before a change of control may occur or be consummated. Consent standards were further sub-classified as (a) consent not to be unreasonably withheld, conditioned, or delayed ("NUBW Standard"); (b) consent a

3. Assessment of Consequences of Non-Compliance. For each contract containing a change of control provision, we assessed the legal and practical consequences that would result from a failure to obtain the required consent or provide the required notice, including termination rights, suspension of services, acceleration of obligations, forfeiture of rights, imposition of penalties, and claims for breach of contract.

4. Identification of Anti-Assignment Provisions Implicated by the Stock Purchase Structure. We paid particular attention to the interaction between the Transaction's stock purchase structure and the anti-assignment provisions found in many of the reviewed contracts. In a stock purchase transaction, as distinguished from an asset purchase or merger, the contracting entity — here, NovaMart — remains unchanged as a corp

1. Data Room Cut-Off. Our review is limited to those contracts that were produced in the Data Room as of the cut-off date of April 7, 2025. NovaMart may have additional material contracts that have not yet been produced, either because they were inadvertently omitted, because NovaMart management did not consider them to be material, or because they were entered into after the cut-off date. We recommend that NovaMart'

2. State Law Variations. Our legal conclusions regarding the enforceability of specific change of control provisions are subject to the applicable state law governing each contract. The contracts reviewed are governed by the laws of various states, including Delaware, New York, California, Texas, Georgia, Washington, New Jersey, Illinois, Pennsylvania, Tennessee, Ohio, and Florida. While general principles of contrac

3. No Independent Compliance Verification. Calderwood & Harkness LLP has not conducted an independent verification of NovaMart's compliance with the terms and conditions of its material contracts. Our analysis is based on the face of the contracts as produced in the Data Room, supplemented by the Management Contract Summaries and representations made by NovaMart management and Calloway, Brandt & Loewe LLP during due

4. Oral Agreements and Course of Dealing. Our review is limited to written agreements. We have not investigated whether any material contractual arrangements exist on the basis of oral agreements, course of dealing, or course of performance that are not reflected in the written documents produced in the Data Room.

5. Regulatory Approvals. This memorandum does not address regulatory approvals (including, without limitation, Hart-Scott-Rodino Act antitrust clearance or any industry-specific regulatory consents) that may be required in connection with the Transaction. Those matters are addressed in a separate Calderwood & Harkness LLP memorandum.

III. SUMMARY OF MATERIAL CONTRACTS REVIEWED Our review of the approximately eighty-five (85) material commercial agreements produced in the Data Room yielded the following summary findings: Of the approximately thirty-four (34) contracts containing change of control provisions, we have classified each according to a priority tier based on the financial significance of the contract, the severity of the consequences of

IV. DETAILED ANALYSIS OF KEY MATERIAL CONTRACTS A. Technology and Cloud Services Agreements

1. Master Services Agreement with Pinnacle Cloud Solutions Inc. Counterparty: Pinnacle Cloud Solutions Inc., a Washington corporation, with its principal offices at 2200 Westlake Avenue North, Seattle, WA 98109 ("Pinnacle Cloud"). Description: This Master Services Agreement, dated December 15, 2022, as amended by Amendment No. 1 dated June 8, 2023, and Amendment No. 2 dated January 22, 2024 (collectively, the "Pinnac

2. Technology License Agreement with Arcwave Software LLC. Counterparty: Arcwave Software LLC, a California limited liability company, with its principal offices at 1600 Seaport Boulevard, Suite 450, Redwood City, CA 94063 ("Arcwave"). Description: This Technology License Agreement, dated March 28, 2022 (the "Arcwave License"), governs NovaMart's license of Arcwave's proprietary search algorithm technology. NovaMart'

3. Logistics Partnership Agreement with Redline Freight Corp. Counterparty: Redline Freight Corp., a Georgia corporation, with its principal offices at 3000 Peachtree Industrial Boulevard, Suite 100, Duluth, GA 30096 ("Redline Freight"). Description: This Logistics Partnership Agreement, dated June 1, 2023, as amended by Amendment No. 1 dated November 15, 2023, and Amendment No. 2 dated September 3, 2024 (collectivel

4. Advertising Revenue Share Agreement with Stratton Digital Media Inc. Counterparty: Stratton Digital Media Inc., a New York corporation, with its principal offices at 485 Madison Avenue, 22nd Floor, New York, NY 10022 ("Stratton Digital"). Description: This Advertising Revenue Share Agreement, dated September 1, 2023 (the "Stratton Agreement"), governs NovaMart's primary advertising monetization partnership. Under

5. Payment Processing Agreement with PayStream Financial Technologies Inc. Counterparty: PayStream Financial Technologies Inc., a Delaware corporation, with its principal offices at 900 Market Street, Suite 600, Wilmington, DE 19801 ("PayStream"). Description: This Payment Processing Agreement, dated February 15, 2023, as amended by Amendment No. 1 dated August 20, 2023 (collectively, the "PayStream Agreement"), gove

6. Office Lease — 1100 Congress Avenue, Austin, TX (NovaMart Headquarters). Landlord: Congress Tower Partners LP, a Texas limited partnership, with its general partner being Congress Tower GP LLC ("Landlord"). Description: This Office Lease Agreement, dated December 1, 2020, as amended by First Amendment to Lease dated March 15, 2022 (collectively, the "HQ Lease"), governs NovaMart's lease of its headquarters office

7. Fulfillment Center Leases (14 Facilities). Overview. NovaMart's NovaShip logistics network operates through fourteen (14) fulfillment centers located across nine (9) states. Each fulfillment center is subject to a separate lease agreement with various landlords. A detailed summary of all fourteen leases is provided in Appendix B. The key parameters of these leases are summarized below: Change of Control Provisions

8. Senior Credit Facility — Ashford Savings Bank, N.A. Counterparty/Lender: Ashford Savings Bank, N.A., a national banking association organized under the laws of the United States and chartered by the Office of the Comptroller of the Currency (OCC Charter No. 71549), with its principal office at 200 Park Avenue, 15th Floor, New York, NY 10166 (the "Lender" or "Ashford"), acting in its capacity as Administrative Agen