Contract analysis

I. Executive Summary This memorandum sets forth the analysis and recommendations of Calderwood & Harkness LLP ("Calderwood & Harkness" or "we") with respect to the commitment letter dated May 15, 2025 (the "Commitment Letter," Reference: CL-2025-0515-CRNB), pursuant to which Cornerstone National Bank, N.A. ("Cornerstone"), acting in its capacity as Administrative Agent and Lead Left Arranger, and Caluvori Capital Par

II. Transaction Context and Sources and Uses A. Transaction Overview Cascade Retail Holdings Inc., a Delaware corporation publicly traded on the Nasdaq Global Select Market (Ticker: CRHI; EIN: 91-2847653; headquarters at 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119), proposes to acquire 100% of the outstanding capital stock of NovaMart Global Inc., a Delaware corporation, through an all-cash stock purchase

III. Summary of Key Terms of the Commitment Letter A. Parties. The key parties to the Commitment Letter and their respective roles are as follows: Borrower: Cascade Retail Holdings Inc. Cascade is a Delaware corporation, publicly traded on the Nasdaq Global Select Market under the ticker symbol "CRHI." Cascade's Employer Identification Number is 91-2847653. Cascade's principal offices are located at 4500 Elliott Aven

IV. Conditions Precedent to Funding A. Overview of Conditions The Commitment Letter sets forth a series of conditions precedent that must be satisfied (or waived by the Commitment Parties) on or prior to the funding date in order for the Commitment Parties to be obligated to fund the Term Loan B. These conditions are of paramount importance because, as noted above, the SPA contains no financing condition. If any cond

1. Execution of Definitive Documentation. Condition as Drafted: The Commitment Letter requires the execution and delivery of the definitive credit agreement, the guarantee and collateral agreement, and all related loan documents, in each case in form and substance "reasonably satisfactory" to the Administrative Agent. Analysis: The use of a "reasonably satisfactory" standard is generally market for committed financin

2. Acquisition Consummation. Condition as Drafted: The Acquisition of NovaMart shall be consummated substantially concurrently with the initial funding under the Term Loan B, in accordance with the Stock Purchase Agreement, without giving effect to any amendment, modification, waiver, or consent under the SPA that is materially adverse to the interests of the Lenders, unless approved by Cornerstone (such approval not

3. Representations and Warranties. Condition as Drafted: Certain specified representations and warranties in the definitive credit agreement shall be true and correct in all material respects as of the funding date (or, in the case of representations that speak as of a specified date, as of such date). Analysis: The Commitment Letter adopts a "specified representations" approach, which is the borrower-favorable marke

4. No Company Material Adverse Effect. Condition as Drafted: Since the date of the Stock Purchase Agreement, there shall not have occurred a "Company Material Adverse Effect" as such term is defined in the Stock Purchase Agreement as in effect on the date of the Commitment Letter. Analysis: This condition is commonly referred to as the "back-to-back" MAE condition, and it is the borrower-favorable market standard. Un

5. Solvency. Condition as Drafted: Delivery by the Chief Financial Officer of Cascade of a solvency certificate, in form reasonably acceptable to the Administrative Agent, certifying that Cascade and its subsidiaries, on a consolidated basis and after giving pro forma effect to the Acquisition and the financing, are solvent. Analysis: This is a standard condition for acquisition financings. The solvency certificate i

6. Financial Statements. Condition as Drafted: Delivery of (i) audited consolidated financial statements of NovaMart for fiscal years ending December 31, 2022, December 31, 2023, and December 31, 2024 (FY2022, FY2023, and FY2024), prepared in accordance with GAAP and audited by a nationally recognized independent registered public accounting firm, and (ii) unaudited interim consolidated financial statements of NovaMa

7. Lender KYC / Patriot Act. Condition as Drafted: Completion of "know your customer" due diligence and all documentation required under the USA PATRIOT Act, the Bank Secrecy Act, and applicable anti-money laundering laws and regulations with respect to Cascade, no later than three (3) business days prior to the closing date. Analysis: This is a standard condition and is required by federal banking regulations applic

8. Payment of Fees and Expenses. Condition as Drafted: Payment of all fees, costs, and expenses required to be paid on the closing date pursuant to the Commitment Letter, the Fee Letter, and the definitive credit agreement, including without limitation the original issue discount, arrangement fees, and reimbursement of the Commitment Parties' reasonable and documented out-of-pocket expenses (including legal fees of c

V. Flex Provisions Flex provisions are contractual rights granted to the arrangers that permit them to modify certain terms of the Facility in order to facilitate successful syndication. These provisions are a standard feature of underwritten commitment letters, as they provide the arrangers with the ability to respond to investor feedback and market conditions during the syndication process. However, flex provisions

VI. Market MAC / Material Adverse Change Provisions A. Market MAC in Commitment Letter Provision as Drafted: The Commitment Letter contains a "market MAC" condition that permits the Commitment Parties to terminate their commitments if, prior to the funding date, there shall have occurred a "material adverse change in the syndicated loan market or high-yield bond market generally" that "makes it impracticable to syndi

VII. Syndication Provisions A. Syndication Process Provision as Drafted: Cornerstone, in its capacity as Lead Left Arranger, and Marlowe Crane CPAs LLPP, in its capacity as Co-Lead Arranger, will manage the syndication of the Term Loan B to a group of institutional lenders. The syndication process will be conducted in accordance with a timeline and strategy to be agreed upon between the Commitment Parties and Cascade