Contract analysis

I. PURPOSE AND BACKGROUND This memorandum establishes the internal protocol for Calderwood & Harkness LLP ("C&H") and Cascade Retail Holdings Inc. ("Cascade" or "CRH") to monitor NovaMart Global Inc.'s ("NovaMart" or the "Company") compliance with the interim operating covenants set forth in Section 6.01 of the Stock Purchase Agreement dated May 20, 2025 (the "SPA") during the period between signing and closing (the

II. OVERVIEW OF SPA SECTION 6.01 — INTERIM OPERATING COVENANTS This Section provides a detailed summary of the interim operating covenants set forth in SPA Section 6.01, which govern the conduct of NovaMart's business during the Interim Period. These covenants are a critical component of the SPA's closing condition architecture: under SPA Section 7.02(a), it is a condition to Cascade's obligation to close that NovaMa

Section 6.01(b) of the SPA enumerates specific categories of actions that NovaMart may not take during the Interim Period without Cascade's prior written consent. Except where otherwise expressly indicated in the SPA, the consent standard applicable to these covenants is that Cascade's consent shall not be unreasonably withheld, conditioned, or delayed. As discussed in greater detail in Section IV of this memorandum,

1. Charter and Organizational Documents (Section 6.01(b)(i)). NovaMart shall not, without Cascade's prior written consent, amend, modify, or restate its certificate of incorporation, bylaws, or other organizational documents, or amend, modify, or restate the organizational documents of any subsidiary of NovaMart. This covenant preserves the corporate governance structure of the Company through closing and prevents an

2. Equity Issuances and Capitalization Changes (Section 6.01(b)(ii)). NovaMart shall not, without Cascade's prior written consent: (a) issue, sell, grant, pledge, or otherwise dispose of or encumber any equity securities of NovaMart or any subsidiary, including shares of capital stock, membership interests, partnership interests, options, warrants, convertible instruments, or other rights to acquire equity securities

3. Indebtedness (Section 6.01(b)(iii)). NovaMart shall not, without Cascade's prior written consent, incur, assume, guarantee, or otherwise become liable for any indebtedness for borrowed money, or issue any debt securities or guarantees. This covenant is subject to a carve-out for ordinary-course borrowings under NovaMart's existing $150,000,000 revolving credit facility with Ashford Savings Bank, N.A. (the "Ashford

4. Liens and Encumbrances (Section 6.01(b)(iv)). NovaMart shall not, without Cascade's prior written consent, create, incur, or permit to exist any lien, pledge, security interest, mortgage, charge, or other encumbrance on any material asset of NovaMart or any subsidiary, other than permitted liens (as defined in the SPA). This covenant protects the asset base that Cascade is acquiring and ensures that NovaMart's ass

5. Acquisitions and Dispositions (Section 6.01(b)(v)). NovaMart shall not, without Cascade's prior written consent, acquire or dispose of any business, entity, division, or material assets (whether by merger, consolidation, stock purchase, asset purchase, or otherwise), other than sales of inventory in the ordinary course of business consistent with past practice. This covenant prevents NovaMart from materially alter

6. Capital Expenditures (Section 6.01(b)(vi)). NovaMart shall not, without Cascade's prior written consent, make or commit to make capital expenditures in excess of the thresholds set forth in the SPA schedules. This covenant is to be read in conjunction with NovaMart's approved FY2025 capital budget, a copy of which is included in the SPA disclosure schedules. Capital expenditures within the approved budget that do

7. Material Contracts (Section 6.01(b)(vii)). NovaMart shall not, without Cascade's prior written consent, enter into, materially amend, modify, terminate, or waive any material right under any material contract (as defined in the SPA), or any contract that, if entered into, would constitute a material contract. This restriction applies with particular force to contracts with NovaMart's key counterparties, including

8. Employment Matters (Section 6.01(b)(viii)). NovaMart shall not, without Cascade's prior written consent: (a) hire any employee at or above a specified base salary level; (b) terminate the employment of any key employee (as defined in the SPA or identified in the disclosure schedules); (c) grant any material increase in base salary, bonus opportunity, or benefits to any current or prospective employee; (d) enter in

9. Employee Benefit Plans (Section 6.01(b)(ix)). NovaMart shall not, without Cascade's prior written consent, establish, adopt, materially amend, or terminate any employee benefit plan, including the NovaMart 401(k) Plan, the NovaMart Stock Option Plan, or any health, welfare, or fringe benefit plan, except as required by applicable law or regulation (including, without limitation, changes required to maintain compli

10. Tax Matters (Section 6.01(b)(x)). NovaMart shall not, without Cascade's prior written consent: (a) file, amend, or revoke any material tax election; (b) settle or compromise any material tax claim, assessment, or audit; (c) change any accounting method for tax purposes; or (d) enter into any closing agreement or similar arrangement with any taxing authority. This covenant is to be read in conjunction with the mor

11. Litigation (Section 6.01(b)(xi)). NovaMart shall not, without Cascade's prior written consent, commence any material litigation, arbitration, or governmental proceeding, or settle, compromise, or consent to any judgment in any pending or threatened litigation, arbitration, or governmental proceeding, where the amount in controversy exceeds the threshold specified in the SPA or where the settlement or judgment wou

12. Accounting Policies (Section 6.01(b)(xii)). NovaMart shall not, without Cascade's prior written consent, change any material accounting method, principle, or practice, other than changes required by changes in generally accepted accounting principles ("GAAP") as issued or adopted by the Financial Accounting Standards Board.

13. Real Property (Section 6.01(b)(xiii)). NovaMart shall not, without Cascade's prior written consent, enter into, materially amend, or terminate any real property lease, including the leases for the 14 NovaShip fulfillment centers and the Austin headquarters lease with Congress Tower Partners LP. Real property is a significant operational asset for NovaMart, and changes to lease terms, locations, or commitments cou

14. Intellectual Property (Section 6.01(b)(xiv)). NovaMart shall not, without Cascade's prior written consent, abandon, sell, assign, transfer, or grant an exclusive license to any material intellectual property, including the NovaMart and NovaShip trademarks, patents, trade secrets, domain names, and the technology license with Arcwave Software LLC. This covenant also covers any action that could impair NovaMart's r

15. Insurance (Section 6.01(b)(xv)). NovaMart shall not, without Cascade's prior written consent, cancel, materially reduce, or fail to renew any existing material insurance coverage. NovaMart is required to maintain its current insurance program (or obtain substantially comparable replacement coverage) throughout the Interim Period.

16. Data Privacy and Cybersecurity (Section 6.01(b)(xvi)). NovaMart shall not, without Cascade's prior written consent, make any material changes to its data privacy policies, terms of service, or cybersecurity practices that would affect the personal data of its 9.1 million registered buyers or the 62,400 active sellers on the NovaMart marketplace. In light of the increasing regulatory focus on data privacy (includi

17. Affiliate Transactions (Section 6.01(b)(xvii)). NovaMart shall not, without Cascade's prior written consent, enter into any transaction or arrangement with any affiliate, stockholder, officer, or director of NovaMart outside the ordinary course of business consistent with past practice. This covenant is designed to prevent value leakage to related parties during the Interim Period and to ensure that all related-p

18. Agreements to Take Restricted Actions (Section 6.01(b)(xviii)). NovaMart shall not, without Cascade's prior written consent, enter into any agreement, commitment, or understanding (whether oral or written, binding or non-binding) to take any of the actions described in Sections 6.01(b)(i) through (b)(xvii). This "anti-bootstrapping" provision is designed to prevent NovaMart from committing to restricted actions (

III. MONITORING PROTOCOL — ORGANIZATIONAL STRUCTURE AND RESPONSIBILITIES Effective monitoring of NovaMart's covenant compliance during the Interim Period requires a clear organizational structure, well-defined responsibilities, and open lines of communication among the Cascade internal team, the C&H deal team, and NovaMart's designated contacts. This Section sets forth the roles and responsibilities of each team memb

IV. CONSENT REQUEST PROCEDURES The following procedures govern the process by which NovaMart submits requests for Cascade's consent to take actions restricted under SPA Section 6.01, the internal review and analysis process conducted by C&H and the Cascade team, the target response times for consent decisions, and the documentation of consent decisions. The goal of these procedures is to ensure that Cascade exercises

1. Description of Proposed Action. A specific and detailed description of the proposed action for which consent is being sought, including the identity of all parties involved, the material terms of any proposed agreement or arrangement, and the expected timeline for the action.

2. Applicable SPA Provision. Identification of the specific subsection(s) of SPA Section 6.01(b) under which Cascade's consent is required, together with an explanation of why the proposed action falls within the scope of the applicable covenant (and, where applicable, why it does not fall within a permitted exception or carve-out).

3. Business Rationale. A clear statement of the business rationale for the proposed action, including why NovaMart believes the action is necessary or desirable, what consequences may result from not taking the action, and how the action relates to NovaMart's ordinary course of business.

4. Proposed Timing. The proposed date or timeline for the action, including any deadlines imposed by counterparties, regulatory requirements, or market conditions that may affect the urgency of the request.

5. Financial Impact. A quantification of any financial impact of the proposed action, including its impact on NovaMart's revenue, EBITDA, cash flow, indebtedness, and — critically — its impact on NovaMart's net working capital relative to the $78,500,000 target specified in the SPA. Where the financial impact is material, supporting financial analysis or projections should be included.

6. Supporting Documentation. Copies of all relevant agreements, term sheets, letters of intent, correspondence, financial analyses, or other documentation relating to the proposed action.

7. Related Consent or Third-Party Approval Implications. Identification of any related change of control consent requirements, third-party approvals, governmental filings, or other implications that may arise from the proposed action, including any impact on contracts included in the Change of Control Consent Tracker. Incomplete consent requests will be returned to NovaMart's counsel with a request for supplemental i

V. REPORTING AND INFORMATION FLOW Effective monitoring of NovaMart's covenant compliance during the Interim Period depends on a robust and predictable flow of information from NovaMart to Cascade and from C&H to the Cascade internal team. This Section describes the periodic reporting obligations to be requested from NovaMart, the internal reporting procedures within the Cascade and C&H deal teams, and the integration

1. Monthly Financial Package. NovaMart shall deliver unaudited monthly financial statements, consisting of a consolidated income statement, balance sheet, and cash flow statement, within twenty (20) calendar days of the end of each calendar month. These financial statements are to be prepared in accordance with GAAP applied on a basis consistent with NovaMart's historical financial reporting practices, and shall be d

2. Monthly Working Capital Estimate. Together with or as part of the monthly financial package, NovaMart shall deliver a preliminary net working capital calculation prepared in accordance with the Working Capital Methodology Agreement attached as an exhibit to the SPA. This calculation should be presented against the $78,500,000 target, with a line-by-line variance analysis identifying the principal drivers of any de

3. Monthly Operations Report. NovaMart shall deliver a monthly operations report summarizing key business metrics, including: (a) gross merchandise value ("GMV"); (b) number of active sellers; (c) number of registered buyers; (d) fulfillment center utilization rates (by facility); (e) customer acquisition and retention metrics; and (f) any material operational developments, including service disruptions, logistics is

4. Biweekly Covenant Compliance Certificate. On a biweekly basis (i.e., every two weeks), Amanda Trevino (or Simone Adesanya on behalf of NovaMart) shall deliver an informal written confirmation to Derek Okonkwo and Elena Vasquez-Bright certifying that: (a) NovaMart has not taken, and does not currently intend to take, any action requiring Cascade's consent under SPA Section 6.01 for which consent has not been sought

5. Prompt Notice of Material Developments. NovaMart shall provide immediate notice (within 24 hours of the occurrence or discovery of the relevant event) to Derek Okonkwo and Elena Vasquez-Bright of any event, occurrence, or development that: (a) could reasonably be expected to constitute or give rise to a Material Adverse Effect (as defined in the SPA); (b) could give rise to a breach of any representation or warran

VI. INTERIM COVENANT COMPLIANCE LOG Tiffany Rosenthal will maintain a running Interim Covenant Compliance Log in spreadsheet format (a template is attached as Appendix B). The log will serve as the central repository for tracking all consent requests received from NovaMart during the Interim Period, together with the associated review, analysis, and decision-making activity. The log will be updated in real time as ev

VII. ANTITRUST CONSIDERATIONS DURING THE INTERIM PERIOD The intersection between Cascade's contractual rights under SPA Section 6.01 and the antitrust laws governing pre-closing conduct is a matter of significant importance throughout the Interim Period. This Section addresses the antitrust constraints on Cascade's exercise of its consent rights and provides guidelines for the deal team to minimize gun-jumping risk w

VIII. ESCALATION PROCEDURES The routine consent request process described in Section IV above is designed to handle the majority of covenant compliance matters during the Interim Period. However, certain events and circumstances require immediate escalation beyond the routine process. This Section identifies the escalation triggers and describes the escalation path to be followed when such events occur. A. Escalation

1. Unauthorized Actions. Any action taken by NovaMart without first obtaining Cascade's required consent under SPA Section 6.01, constituting a potential breach of the SPA.

2. Potential Material Adverse Effect. Any event, occurrence, condition, or development that could reasonably be expected to constitute a Material Adverse Effect on NovaMart, as defined in the SPA. Examples include significant customer losses, material regulatory actions, catastrophic operational disruptions, or adverse financial d