Contract analysis

I. Executive Summary This memorandum summarizes the terms and structure of the key employee retention plan (the "Retention Plan") established by Cascade Retail Holdings Inc. ("Cascade" or "CRH") in connection with its acquisition of one hundred percent (100%) of the outstanding capital stock of NovaMart Global Inc. ("NovaMart") pursuant to that certain Stock Purchase Agreement dated May 20, 2025 (the "SPA"), by and a

II. Background and Transaction Context A. Transaction Overview Cascade Retail Holdings Inc. is a Delaware corporation, publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI," with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119. Cascade operates a diversified portfolio of retail brands and ecommerce platforms, and the NovaMart acquisition r

III. Retention Plan Terms This Section III sets forth the detailed terms and conditions of the Retention Plan, including the aggregate pool, vesting and payment schedule, continued employment conditions, forfeiture provisions, and the definition of "Cause." A. Aggregate Pool The total retention bonus pool under the Retention Plan is $18,000,000 (Eighteen Million Dollars). This pool represents the maximum aggregate am

1. First Installment (50%) The first installment represents 50% of each participant's individual retention bonus award, with the aggregate first installment payments totaling $9,000,000 across all participants. Each participant's first installment shall become payable upon the Closing of the transaction. Specifically, payment of the first installment shall be made within ten (10) business days following the Closing D

2. Second Installment (50%) The second installment represents the remaining 50% of each participant's individual retention bonus award, with the aggregate second installment payments totaling $9,000,000 across all participants. Each participant's second installment shall become payable on the first anniversary of the Closing Date (the "Anniversary Date"). Specifically, payment of the second installment shall be made

IV. Eligibility Criteria A. General Eligibility Eligible participants in the Retention Plan are key NovaMart employees who have been identified by Cascade management—specifically, Ted Langford, SVP Corporate Development—in consultation with NovaMart's Chief Executive Officer, Julian Reeves, and Chief Financial Officer, Douglas "Doug" Whitfield. As noted above, Julian Reeves and Priya Narasimhan are excluded from the

V. Tax and Withholding Considerations A. Tax Treatment Retention bonus payments under the Retention Plan are treated as supplemental wages for federal income tax purposes within the meaning of Treasury Regulations Section 31.3402(g)-1. As supplemental wages, retention bonus payments are subject to applicable federal, state, and local income tax withholding and employment taxes, including: • Federal income tax withhol

VI. Form of Retention Bonus Letter A. Overview Each eligible participant will receive an individual Retention Bonus Letter from Cascade Retail Holdings Inc. (or, if the Retention Bonus Letter is distributed prior to the Closing, from NovaMart Global Inc., as applicable) setting forth the specific terms of the participant's retention bonus award under the Retention Plan. The Retention Bonus Letter is a standalone agre

Section 409A Compliance. The Retention Bonus Letter will include a standard Section 409A savings clause, as described in Section V.B of this memorandum, including provisions addressing the intent to comply with or be exempt from Section 409A, interpretation consistent with such intent, no liability for Section 409A penalties, and the six-month delay for specified employees, if applicable.

Section 280G Best-Net Cutback. The Retention Bonus Letter will include the "best net" cutback provision as described in Section V.C of this memorandum, providing that aggregate parachute payments will be reduced to the safe harbor amount only if the after-tax benefit to the participant of receiving the reduced amount exceeds the after-tax benefit of receiving the full amount after taking into account the Section 4999

VII. Interaction with Other Compensation and Employment Arrangements A. Existing NovaMart Compensation Retention bonus payments under the Retention Plan are in addition to and do not reduce, modify, or replace any element of the participant's existing compensation under the participant's NovaMart employment arrangement. Specifically, retention bonus payments do not reduce or offset any participant's: (a) annual base