Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the findings of our real property due diligence review conducted in connection with Cascade Retail Holdings Inc.'s ("Cascade" or the "Buyer") proposed acquisition of 100% of the outstanding capital stock of NovaMart Global Inc. ("NovaMart" or the "Company"), a Delaware corporation headquartered at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, for an aggregate pu

II. METHODOLOGY AND SOURCES A. Diligence Process Our real property due diligence was conducted as part of the comprehensive due diligence effort commenced on February 18, 2025, following the execution of the letter of intent between Cascade and the Selling Stockholders' Representative. We reviewed documents posted to the NovaMart virtual data room (the "Data Room"), which is hosted on the Thackeray Solutions platform

1. All lease agreements for the corporate headquarters and each of the fourteen (14) fulfillment center locations, including all amendments, modifications, supplements, extension agreements, and side letters thereto;

2. Estoppel certificates, where available, provided by landlords or requested by NovaMart;

3. Title reports and surveys for any owned real property (none identified; NovaMart does not own real property);

4. Real property tax records, including current tax bills and receipts, for all leased locations to the extent available in the Data Room;

5. Zoning compliance letters, zoning certificates, and certificates of occupancy for each property location, to the extent available;

6. Phase I environmental site assessment reports for fulfillment center locations (cross-referenced to the Environmental Due Diligence Memorandum for detailed analysis of findings);

7. Subordination, non-disturbance, and attornment ("SNDA") agreements between NovaMart, landlords, and landlords' lenders;

8. Insurance certificates for property and casualty coverage, commercial general liability coverage, and other insurance maintained by NovaMart with respect to its real property interests;

9. Landlord correspondence regarding defaults, notices of default, cure notices, lease violation notices, or any other pending disputes or claims;

10. Property management agreements and any third-party service contracts related to real property maintenance and operations at each facility;

11. Tax abatement, incentive, or economic development agreements at fulfillment center locations; and

12. Floor plans, site plans, and as-built drawings, to the extent available. C. Documentation Gaps As of the date of this memorandum, the following items remain outstanding or were not located in the Data Room:

1. Certificates of occupancy for three (3) fulfillment center locations: California Facility #3, Ohio Facility, and Florida Facility #2;

2. Phase I environmental site assessment reports for two (2) fulfillment center locations: Illinois Facility and Washington Facility;

3. SNDA agreements for four (4) fulfillment center locations: California Facility #2, Georgia Facility #2, Pennsylvania Facility, and Florida Facility #1;

4. Current property tax receipts for the most recently completed tax year for two (2) fulfillment center locations: Tennessee Facility and New Jersey Facility #2; and

5. Complete copies of certain landlord correspondence files referenced in NovaMart management's responses to supplemental diligence questions. We have transmitted supplemental document requests to Simone Adesanya at Calloway, Brandt & Loewe LLP with respect to each of the foregoing items and expect responses within the next ten (10) to fourteen (14) business days. This memorandum will be updated as additional informa

III. PORTFOLIO OVERVIEW A. Summary Table of All NovaMart Real Property The following table sets forth a summary of all real property in NovaMart's portfolio: B. Aggregate Portfolio Statistics The following aggregate statistics describe NovaMart's real property portfolio: • Total Number of Properties: 15 (1 corporate headquarters + 14 fulfillment centers) • Total Leased square Footage: Approximately 4,047,000 square f

IV. CORPORATE HEADQUARTERS — 1100 CONGRESS AVENUE, SUITE 800, AUSTIN, TEXAS 78701 A. Lease Terms NovaMart's corporate headquarters is located in the Congress Tower office building at 1100 Congress Avenue, Suite 800, Austin, Texas 78701. The following is a summary of the material terms of the headquarters lease: Landlord: Congress Tower Partners LP, a Texas limited partnership. Based on publicly available records and

Section 12.01 of the headquarters lease contains a standard prohibition on assignment and subletting without the Landlord's prior written consent, which consent is subject to the same "not to be unreasonably withheld, conditioned, or delayed" standard. The lease includes a recapture right in favor of the Landlord in the event NovaMart seeks to assign the lease or sublet more than fifty percent (50%) of the premises.

V. FULFILLMENT CENTER PROPERTIES (NOVASHIP NETWORK) A. Overview of the NovaShip Logistics Network NovaMart operates a proprietary logistics and fulfillment network branded "NovaShip," which consists of fourteen (14) fulfillment centers located across nine (9) states. These facilities form the backbone of NovaMart's marketplace operations, supporting the receipt, storage, processing, and shipment of goods sold through

1. California Facility #1 — 14500 Distribution Way, Ontario, CA 91761 Landlord: Inland Logistics Properties LLC, a California limited liability company. Tenant: NovaMart Global Inc. Premises: A single-story industrial warehouse building located at 14500 Distribution Way, Ontario, California 91761, comprising approximately 385,000 rentable square feet, including approximately 12,000 square feet of ancillary office spa

2. California Facility #2 — 2800 Automation Parkway, Stockton, CA 95206 Landlord: Golden State Industrial Realty Corp., a California corporation. Tenant: NovaMart Global Inc. Premises: A single-story industrial warehouse building located at 2800 Automation Parkway, Stockton, California 95206, comprising approximately 310,000 rentable square feet, including approximately 8,500 square feet of ancillary office space. Le

3. California Facility #3 — 7700 Commerce Center Drive, Riverside, CA 92507 Landlord: Pacific Rim Warehouse Partners LP, a California limited partnership. Tenant: NovaMart Global Inc. Premises: A single-story industrial warehouse building located at 7700 Commerce Center Drive, Riverside, California 92507, comprising approximately 275,000 rentable square feet, including approximately 7,000 square feet of ancillary off

1. New Jersey Facility #1 — 500 Turnpike Industrial Boulevard, Cranbury, NJ 08512 Landlord: Eastgate Industrial Realty Corp., a New Jersey corporation. Tenant: NovaMart Global Inc. Premises: A single-story industrial warehouse building located at 500 Turnpike Industrial Boulevard, Cranbury, New Jersey 08512, comprising approximately 420,000 rentable square feet, including approximately 15,000 square feet of office sp

2. New Jersey Facility #2 — 1250 Port Commerce Drive, Elizabeth, NJ 07201 Landlord: Harbor Point Capital Properties LLC, a Delaware limited liability company. Tenant: NovaMart Global Inc. Premises: A single-story industrial warehouse building located at 1250 Port Commerce Drive, Elizabeth, New Jersey 07201, comprising approximately 285,000 rentable square feet, including approximately 10,000 square feet of office spa

1. Georgia Facility #1 — 3200 Fulton Industrial Blvd., SW, Atlanta, GA 30336 Landlord: Sunbelt Warehouse Partners LP, a Georgia limited partnership. Tenant: NovaMart Global Inc. Premises: Approximately 340,000 rentable square feet of industrial warehouse space, including approximately 11,000 square feet of office space, located at 3200 Fulton Industrial Boulevard, SW, Atlanta, Georgia 30336. Lease Execution Date: Oct

2. Georgia Facility #2 — 1800 Savannah Gateway Drive, Pooler, GA 31322 Landlord: Coastal Logistics Investments LLC, a Georgia limited liability company. Tenant: NovaMart Global Inc. Premises: Approximately 220,000 rentable square feet, including approximately 6,000 square feet of office space, located at 1800 Savannah Gateway Drive, Pooler, Georgia 31322. Lease Execution Date: May 22, 2021. Commencement Date: Septemb

1. Florida Facility #1 — 5600 Lakeland Commerce Parkway, Lakeland, FL 33805 Landlord: Sunshine State Industrial Partners LLC, a Florida limited liability company. Tenant: NovaMart Global Inc. Premises: Approximately 180,000 rentable square feet, including approximately 5,500 square feet of office space, located at 5600 Lakeland Commerce Parkway, Lakeland, Florida 33805. Lease Execution Date: June 11, 2021. Commenceme

2. Florida Facility #2 — 8200 Port St. Lucie Distribution Center, Port St. Lucie, FL 34986 Landlord: Atlantic Seaboard Warehousing Corp., a Florida corporation. Tenant: NovaMart Global Inc. Premises: Approximately 155,000 rentable square feet, including approximately 4,500 square feet of office space, located at 8200 Port St. Lucie Distribution Center, Port St. Lucie, Florida 34986. This is the smallest facility in t

VI. CHANGE OF CONTROL PROVISIONS — REAL PROPERTY LEASES A. Summary of Change of Control Provisions Across Lease Portfolio Of the fifteen (15) leases comprising NovaMart's real property portfolio, eleven (11) contain change of control provisions that are triggered by a change in the majority ownership or control of the tenant entity. The remaining four (4) leases either do not contain a change of control provision or