Contract analysis

I. INTRODUCTION AND PURPOSE This memorandum sets forth the preliminary flow of funds anticipated at the closing (the "Closing") of the acquisition by Cascade Retail Holdings Inc. ("Cascade" or "CRH"), a Delaware corporation publicly traded on the Nasdaq Global Select Market (ticker: CRHI), of 100% of the issued and outstanding capital stock of NovaMart Global Inc. ("NovaMart" or "NMG"), a Delaware corporation, pursua

II. TRANSACTION OVERVIEW The following is a summary of the key parties, structure, and economic terms of the transaction for reference in connection with the funds flow analysis set forth in this memorandum. A. Buyer Cascade Retail Holdings Inc. ("Cascade" or "CRH") 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119 EIN: 91-2847653 Cascade is a publicly traded Delaware corporation listed on the Nasdaq Global Sele

III. SOURCES OF FUNDS A. Summary of Sources The Purchase Price of $1,200,000,000 will be funded from the following sources: The sources listed above are designated exclusively for the funding of the Purchase Price. Transaction costs of approximately $47,300,000 (as described in Section IV.E below) will be funded separately from Cascade's working capital and are not included in the total sources figure of $1,200,000,0

IV. USES OF FUNDS A. Summary of Uses The following table summarizes the anticipated uses of funds at Closing: Important Note Regarding Funding of Non-Purchase-Price Uses: The Ashford Savings Bank payoff and Buyer-side transaction costs are funded from sources distinct from the $1,200,000,000 in Purchase Price sources identified in Section III above. Specifically: (i) The Ashford Savings Bank payoff of approximately $

V. PRELIMINARY WIRE INSTRUCTIONS IMPORTANT NOTICE: All wire instructions set forth in this Section V are preliminary and are provided for planning and coordination purposes only. Each payee and recipient must confirm its wire instructions in writing to Calderwood & Harkness LLP prior to Closing. All wire instructions will be subject to verification through established callback procedures in accordance with the partie

VI. RECONCILIATION OF SOURCES AND USES A. Purchase Price Reconciliation The following table demonstrates that the identified Purchase Price sources of $1,200,000,000 exactly match the Purchase Price uses of $1,200,000,000, with no variance: The Purchase Price reconciliation above confirms that the three identified sources — the Term Loan B, the Revolving Credit Facility draw, and Cascade's cash on hand — are sufficie

VII. TIMING AND SEQUENCING OF CLOSING-DAY FUND FLOWS The following sets forth the anticipated timing and sequencing of fund flows at and around the Closing Date. The parties should coordinate closely in advance of the Closing Date to ensure that all conditions to funding, closing deliverables, and wire instructions are confirmed and in order. Calderwood & Harkness LLP will serve as the primary coordinator of the fund

1. Confirm Wire Instructions (T-5 business days). Obtain and confirm in writing all wire instructions from each payee and recipient, including Marlowe Asset Management Trust Company, N.A. (for both the Paying Agent account and the Escrow account), Ashford Savings Bank, N.A., all transaction advisors, and all Selling Stockholders. All wire instructions will be subject to verification through established callback proce

2. Obtain Payoff Letter (T-3 business days). Obtain an executed payoff letter from Ashford Savings Bank, N.A. (through Sellers' counsel, Calloway, Brandt & Loewe LLP) setting forth the exact payoff amount, including outstanding principal, accrued and unpaid interest calculated through the anticipated Closing Date, per diem interest, any breakage costs or prepayment premiums, and the good-through date for the payoff.

3. Confirm Term Loan B Conditions to Funding (Prior to Closing). Confirm that all conditions to funding under the Term Loan B Credit Agreement have been satisfied or waived, including the execution and delivery of the Credit Agreement, the Guarantee and Collateral Agreement, legal opinions, officer's certificates, solvency certificates, and any other conditions set forth in the conditions precedent section of the Cre

4. Confirm Revolver Amendment and Conditions to Draw (Prior to Closing). Confirm that the Revolver Amendment has been fully executed by all parties and that all conditions to the $200,000,000 draw under the Existing Revolver (as amended) have been satisfied, including delivery of a borrowing notice in accordance with the terms of the credit facility.

5. Confirm Estimated Closing Statement and Working Capital Calculation (T-3 business days). Confirm that the estimated closing statement and working capital calculation have been prepared, reviewed, and either agreed upon by the parties or delivered in accordance with the requirements of the SPA. Coordinate with Whitmore & Paige LLP (Sandra Chiu) and NovaMart's CFO (Doug Whitfield) to ensure that any outstanding issu

6. Confirm Receipt of Letters of Transmittal and Stock Certificates (T-2 business days). Confirm with the Paying Agent (Patricia Keane at Marlowe Asset Management Trust Company, N.A.) and the Transfer Agent (Continental Stocktransfer & Trust, Inc.) that all Letters of Transmittal and stock certificates (or lost certificate affidavits with indemnity bonds) have been received from each Selling Stockholder. To the exten

7. Bring-Down Confirmation (T-1). Conduct a final bring-down confirmation of all wire instruction details with each payee and recipient. Verify that all bank account information, ABA routing numbers, account numbers, and reference information are current and accurate. Complete callback verifications for all high-value wires. B. Closing Day Sequence On the Closing Date, the fund flows will be executed in the following

1. Cancellation of Stock Certificates. Continental Stocktransfer & Trust, Inc. will cancel all NovaMart stock certificates surrendered by the Selling Stockholders and will update NovaMart's stock ledger to reflect Cascade Retail Holdings Inc. as the sole stockholder of record of all issued and outstanding shares of NovaMart common stock.

2. Post-Closing Working Capital Adjustment. The post-closing working capital adjustment will be calculated within the timeframe specified in Section 2.4 of the SPA and the Working Capital Methodology Agreement. NovaMart's actual closing net working capital will be determined and compared to the estimated closing net working capital used for purposes of the Closing. If the actual closing net working capital differs fr

3. Escrow Fund Administration. The Escrow Fund of $96,000,000 will be held by Marlowe Asset Management Trust Company, N.A. (as Escrow Agent) for a period of twenty-four (24) months following the Closing Date. During the escrow period, the Escrow Agent will invest the escrowed funds in permitted investments as defined in the Escrow Agreement. At the end of the twenty-four-month period, the Escrow Fund (including accum

VIII. KEY ASSUMPTIONS AND OPEN ITEMS A. Assumptions This memorandum is based on the following assumptions, each of which must be verified and confirmed prior to the preparation of the Final Funds Flow Memorandum:

1. Closing Conditions. All conditions precedent to the Closing set forth in Article VII of the SPA will have been satisfied or waived prior to or on the Closing Date, including, without limitation, HSR Act clearance. Based on counsel's current assessment, HSR clearance is expected to be obtained in the September–October 2025 timeframe, following compliance with the Second Request issued on May 8, 2025. However, the t

2. Material Contract Consents. All required change of control consents under NovaMart's approximately thirty-four (34) material contracts (as identified in Section 3.4(a) of the NovaMart Disclosure Schedules) will have been obtained or waived to the extent constituting a condition to Closing under Section 7.2(d) of the SPA.

3. Financing Documentation. The Term Loan B Credit Agreement and the related Guarantee and Collateral Agreement will have been executed and delivered by all parties thereto, and all conditions to funding set forth therein will have been satisfied, prior to the Closing Date.

4. Revolver Amendment. The Revolver Amendment will have been executed and delivered by all parties thereto, and all conditions to the $200,000,000 draw thereunder will have been satisfied, prior to the Closing Date.

5. Cascade Cash Position. Cascade will have sufficient cash on hand in its operating account at Cornerstone National Bank, N.A. on the Closing Date to fund its obligations, including at least $250,000,000 designated for the Purchase Price contribution and approximately $33,660,000 for closing-day transaction cost wires (exclusive of the pre-paid HSR filing fee and the netted OID).

6. Working Capital Within Collar. NovaMart's estimated net working capital at Closing will be within the $5,000,000 collar of the $78,500,000 Working Capital Target (i.e., between $73,500,000 and $83,500,000), such that no pre-closing adjustment to the Purchase Price is required. Any difference between estimated and actual closing net working capital will be resolved post-closing through the true-up mechanism describ

7. Ashford Savings Bank Payoff. The Ashford Savings Bank payoff amount is estimated at approximately $143,200,000 and will be confirmed by an executed payoff letter to be delivered by Ashford Savings Bank, N.A. not more than three (3) business days prior to the Closing Date. The actual payoff amount may differ from this estimate based on changes in the outstanding balance, accrued interest, and any applicable breakag

IX. CONTACT INFORMATION FOR WIRE COORDINATION The following is the contact information for the key individuals responsible for coordinating the closing-day fund flows. All wire-related communications should be directed to the individuals listed below. Calderwood & Harkness LLP (Derek Okonkwo) will serve as the primary point of coordination for the overall funds flow process. All contact information marked "[TBD]" wil

X. EXHIBITS (TO BE ATTACHED IN FINAL VERSION) The following exhibits will be prepared and attached to the Final Funds Flow Memorandum. As of the date of this preliminary draft, these exhibits have not yet been finalized and are noted here as placeholders to be completed prior to Closing. Exhibit A — Pro Rata Allocation Schedule. The final pro rata allocation schedule, reflecting the confirmed ownership percentages of

XI. DISCLAIMER AND DISTRIBUTION RESTRICTIONS This memorandum is a preliminary draft prepared by Calderwood & Harkness LLP for the sole use of Cascade Retail Holdings Inc. and its authorized advisors in connection with the proposed acquisition of 100% of the outstanding capital stock of NovaMart Global Inc. All amounts set forth in this memorandum are estimates and are subject to change. The final amounts, wire instru