Contract analysis

I. EXECUTIVE SUMMARY AND PURPOSE This memorandum is an internal, periodically updated tracker maintained by Calderwood & Harkness LLP ("C&H") for the exclusive use of Cascade Retail Holdings Inc. ("Cascade" or "CRH") to monitor the satisfaction or waiver of all conditions precedent to the closing of the acquisition of 100% of the outstanding capital stock of NovaMart Global Inc. ("NovaMart" or the "Target") pursuant

II. MASTER CONDITION STATUS SUMMARY TABLE The following tables provide a comprehensive summary of all conditions precedent to closing under Article VII of the SPA, organized by section. Each condition is classified by category (Mutual, Buyer, or Seller), identifies the responsible party or parties, and reflects a current status designation as follows: • GREEN: On track; no material issues identified; expected to be s

Section 7.01 — Mutual Conditions to Closing The following conditions must be satisfied (or waived by both Cascade and the Selling Stockholders) prior to either party's obligation to consummate the closing:

Section 7.02 — Conditions to Cascade's Obligations The following conditions must be satisfied (or waived by Cascade) prior to Cascade's obligation to consummate the closing:

Section 7.03 — Conditions to the Selling Stockholders' Obligations The following conditions must be satisfied (or waived by the Stockholder Representative on behalf of the Selling Stockholders) prior to the Selling Stockholders' obligation to consummate the closing:

III. HSR CLEARANCE / ANTITRUST WORKSTREAM — DETAILED STATUS The HSR clearance requirement set forth in SPA Section 7.01(a) is the principal remaining gating condition for the transaction. This section provides a detailed status report on all aspects of the antitrust workstream. A. Timeline and Background Cascade (as the acquiring person) and NovaMart (as the acquired person, filing on behalf of the Selling Stockholde

IV. THIRD-PARTY CONSENTS (CHANGE OF CONTROL) — DETAILED STATUS A. Overview. The acquisition of NovaMart by Cascade constitutes a "change of control" (or similar triggering event) under approximately 34 of NovaMart's material contracts, each of which requires either the affirmative consent of the applicable counterparty or written notice to the counterparty (or, in some cases, both) prior to or in connection with the

V. FINANCING CONFIRMATION — DETAILED STATUS A. Sources of Funds The aggregate purchase price of $1,200,000,000, together with estimated transaction costs of approximately $47,300,000 and the payoff of NovaMart's Existing Credit Facility (approximately $143,200,000), will be funded from the following sources: B. SPA Financing Condition It is important to note that the SPA does not contain a financing condition. Cascad

VI. EMPLOYMENT AGREEMENTS AND KEY EMPLOYEE RETENTION — STATUS The SPA conditions Cascade's obligation to close (Section 7.02(j)) on the execution and delivery of post-closing employment agreements with two key NovaMart executives: Julian Reeves (CEO) and Priya Narasimhan (CTO). In addition, the parties have agreed on a key employee retention plan for other critical NovaMart personnel. A. Julian Reeves Employment Agre

VII. INTERIM OPERATING COVENANT COMPLIANCE (SPA SECTION 6.01)

Section 6.01 of the SPA contains customary interim operating covenants that restrict NovaMart's operations during the period between the signing of the SPA (May 20, 2025) and the closing of the transaction (or earlier termination of the SPA). These covenants require NovaMart to operate its business in the ordinary course of business consistent with past practice and to use commercially reasonable efforts to preserve

VIII. GOOD STANDING CERTIFICATES AND CORPORATE DELIVERABLES — STATUS A. Good Standing Certificates The SPA requires the delivery at closing of certificates of good standing (or equivalent certificates of existence or status) for NovaMart and each of its subsidiaries from the Secretary of State (or equivalent authority) of each jurisdiction in which NovaMart or its subsidiaries are incorporated or qualified to do busi

IX. NO MATERIAL ADVERSE EFFECT — ASSESSMENT SPA Section 7.02(c) conditions Cascade's obligation to close on the absence of any event, change, occurrence, circumstance, development, condition, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on NovaMart and its subsidiaries, taken as a whole. The definition of "Material Adverse Effect" is set f

X. WORKING CAPITAL — STATUS The SPA includes a customary working capital adjustment mechanism (SPA Section 2.05), pursuant to which the aggregate purchase price is subject to a post-closing adjustment based on the difference between NovaMart's actual net working capital as of the closing date and the agreed-upon Working Capital Target. Key Parameters: • Working Capital Target: $78,500,000 (representing the estimated

XI. TAX DELIVERABLES — STATUS A. FIRPTA Non-Foreign Person Certificate SPA Section 7.02(h) requires NovaMart to deliver at closing a certificate (the "FIRPTA Certificate") pursuant to Section 1445 of the Code and Treasury Regulations Section 1.1445-2(b)(2), certifying that NovaMart is not a "foreign person" within the meaning of the Code. The form of the FIRPTA Certificate has been prepared (Document 66) and will inc

XII. R&W INSURANCE AND D&O TAIL — STATUS A. Representations and Warranties Insurance Cascade has procured a representations and warranties insurance ("R&W Insurance") policy to supplement (but not replace) the contractual indemnification provided by the Selling Stockholders under Article IX of the SPA. The key terms of the R&W Insurance policy are as follows: A policy binder and summary of terms (Document 26) has bee

XIII. ESTIMATED TRANSACTION COSTS SUMMARY The following table summarizes the estimated transaction costs to be borne by Cascade in connection with the acquisition. These costs are funded from Cascade's working capital and are not included in the $1,200,000,000 purchase price. These estimates are based on current information and are subject to adjustment as the transaction progresses toward closing. C&H will provide u

XIV. TERMINATION RIGHTS AND OUTSIDE DATE MONITORING The SPA contains customary termination provisions in Article VIII. The following is a summary of the key termination rights and the current risk assessment: A. Outside Date The Outside Date under the SPA is December 31, 2025. Pursuant to SPA Section 8.01(b), either Cascade or the Stockholder Representative (on behalf of the Selling Stockholders) may terminate the SP

XV. OUTSTANDING ACTION ITEMS AND NEXT STEPS The following is a comprehensive summary of all outstanding action items, organized by priority and timeline. A. Critical Path Items (Must Complete Before Closing) The following items are on the critical path for achieving the targeted closing of October 15, 2025:

1. HSR Clearance. Complete document production and data submissions to achieve substantial compliance with the Second Request (target: August 2025). Finalize and submit the White Paper and economic expert analysis (Dr. Henrik Johansson, Apex Economics LLC) to the DOJ. Continue advocacy efforts with DOJ staff and front office. Obtain HSR clearance or expiration of the extended waiting period (target: September–October

2. Third-Party Consents. Obtain the remaining 18 pending change of control consents from counterparties to NovaMart's material contracts. Priority consents requiring focused attention: (a) Pinnacle Cloud Solutions Inc. (cloud hosting MSA); (b) Redline Freight Corp. (logistics partnership agreement); (c) Arcwave Software LLC (search algorithm technology license); and (d) 7 remaining fulfillment center landlords. Respo

3. Ashford Savings Bank Payoff. Finalize the payoff letter (Document 59), confirm the precise payoff amount (estimated ~$143,200,000 including accrued interest), and arrange for the preparation and delivery of UCC-3 termination statements and all related lien release documentation at closing. Responsible: Doug Whitfield (NovaMart), Amanda Trevino (NovaMart), Derek Okonkwo (C&H).

4. Employment Agreements. Finalize negotiation and execution of the post-closing employment agreements with Julian Reeves and Priya Narasimhan (Documents 49 and 50). Resolve open issues regarding non-compete geographic scope, severance triggers, and equity acceleration. Address California non-compete enforceability considerations for Narasimhan agreement (