Contract analysis

I. Executive Summary This memorandum provides a confidential review and analysis of the fee letter (the "Fee Letter") dated May 15, 2025, executed concurrently with the Commitment Letter (Ref: CL-2025-0515-CRNB) by and among Cascade Retail Holdings Inc. ("Cascade" or the "Borrower"), Cornerstone National Bank, N.A. ("Cornerstone"), in its capacities as Administrative Agent and Lead Left Bookrunner, and Caluvori Capit

II. Transaction Context and Financing Overview A. The Acquisition Cascade is acquiring 100% of the outstanding capital stock of NovaMart from the following selling stockholders (collectively, the "Selling Stockholders"): The aggregate purchase price for NovaMart is $1,200,000,000 in cash, subject to customary purchase price adjustments for net working capital, cash, indebtedness, and transaction expenses as of the cl

III. Fee Letter — Detailed Analysis of Fee Components A. Original Issue discount (OID) OID Rate: The Fee Letter provides for an original issue discount of 1.50% of the aggregate principal amount of the Term Loan B. OID Amount: 1.50% × $750,000,000 = $11,250,000. Mechanics. The OID will be deducted from the gross proceeds of the Term Loan B at the time of funding. Accordingly, Cascade will receive net cash proceeds of

IV. Flex Provisions The flex provisions of the Fee Letter are among the most commercially significant terms and warrant careful attention. Flex provisions are standard features of commitment letters and fee letters in the leveraged finance market, granting the arrangers the ability to modify pricing and, in some cases, structural terms of the credit facility to facilitate successful syndication. The flex provisions i

V. Duration / Ticking Fees A. Commitment Duration Fee (Ticking Fee) The Fee Letter provides for a commitment duration fee (commonly referred to as a "ticking fee") that begins to accrue if the closing of the Acquisition is delayed beyond a specified trigger date. The ticking fee compensates the arrangers for the ongoing commitment risk and balance sheet cost associated with maintaining the committed facility during a

VI. Confidentiality Obligations The Fee Letter contains strict confidentiality provisions that govern the disclosure and use of the Fee Letter and its terms. These provisions are typical of fee letters in leveraged acquisition financings and reflect the arrangers' interest in protecting the economic terms of their commitment, which are considered commercially sensitive information. General Confidentiality Obligation.

VII. Conditions to Effectiveness Effectiveness. The Fee Letter became effective upon its execution by all parties on May 15, 2025. The fee obligations of Cascade described therein are binding as of that date, subject to the conditions to payment described below. Conditions to Payment. The obligation to pay the fees described in the Fee Letter (other than the ticking fee, which accrues and becomes payable as described

VIII. Comparison to Market Terms To provide context for the Fee Letter economics, we have compared the key terms to those observed in recent comparable leveraged acquisition financings in the retail and ecommerce sector. The following table summarizes our findings: Our market comparison is based on a review of publicly available information regarding recent leveraged loan transactions and our firm's proprietary datab

IX. Summary of Total Financing Costs to Cascade The following table summarizes the estimated total first-year financing costs to Cascade in connection with the Term Loan B: Notes: • The figures above represent upfront and first-year costs only. The OID and arrangement fees are one-time costs payable at closing. The administrative agent fee recurs annually ($150,000 per year) for the life of the facility. The ticking

X. Recommendations and Action Items Based on our review of the Fee Letter, we recommend the following action items for the Cascade deal team:

1. Transaction Cost Budget Update. We recommend that Rajiv Sundaram confirm with Whitmore & Paige LLP (Sandra Chiu, engagement partner) whether the arrangement fees of $8,437,500 were included in or excluded from the $47,300,000 estimated total transaction cost figure presented to the Cascade Board of Directors. If the arrangement fees were excluded, the revised total estimated transaction costs would be approximatel

2. Flex Monitoring. Calderwood & Harkness will actively monitor the syndication progress through regular communications with Cornerstone (Robert Frankel, SVP, Leveraged Finance) and Marlowe Crane CPAs LLPP (Irene Matsuda, Director). We will immediately advise Cascade if the arrangers indicate an intention to exercise upward pricing flex (whether spread flex, OID flex, or both) or structural flex. We recommend that El

3. Ticking Fee Management. Given the pendency of the DOJ Second Request review and the possibility that HSR clearance may be delayed beyond current expectations, we recommend that Ted Langford and the Cascade deal team keep the financing team (including Calderwood & Harkness and the arrangers) apprised of any changes to the expected HSR clearance timeline. Prompt communication of any delays will allow the team to mod

4. Confidentiality Compliance. The Fee Letter and its terms must not be shared with NovaMart, the Selling Stockholders, or any of their respective advisors (including Calloway, Brandt & Loewe LLP and Pemberton Strauss Advisory LLC). Internal distribution within Cascade should be strictly limited to Rajiv Sundaram, Elena Vasquez-Bright, Ted Langford, and Meg Alderton (the latter only as needed for Board reporting purp

5. SEC Disclosure Coordination. As the closing date approaches, Calderwood & Harkness will coordinate with Cornerstone regarding the scope of permissible redactions to the Fee Letter in the event that it must be filed with the SEC (e.g., as an exhibit to a Form 8-K or proxy statement). We will advise Cascade on applicable SEC disclosure requirements, including whether a confidential treatment request should be submit

6. Credit Agreement Drafting. The fee and OID mechanics described in the Fee Letter will be incorporated into the definitive Term Loan B Credit Agreement, which is currently in draft form. Derek Okonkwo is coordinating the documentation process with Veltason Aldridge & Towne LLP, counsel to Cornerstone, and will ensure that the credit agreement accurately reflects the Fee Letter terms. Key items to be addressed in th

XI. Document Attachments / Enclosures (Referenced) The following documents are referenced in this memorandum but are not physically attached hereto: Attachment A: Fee Letter dated May 15, 2025, executed by Cascade Retail Holdings Inc., Cornerstone National Bank, N.A., and Caluvori Capital Partners, Inc. (executed copy). This document is classified as Confidential and is maintained in the Calderwood & Harkness deal fi