Contract analysis

Section 1: The Transaction 1.1 Transaction Structure The Transaction will be structured as a stock purchase pursuant to which Cascade will acquire one hundred percent (100%) of the issued and outstanding shares of capital stock of NovaMart (including all shares of common stock, preferred stock (if any), and any other equity securities or rights convertible into or exercisable for capital stock of NovaMart) from the S

Section 2: The Selling Stockholders The capital stock of NovaMart is held by the following principal Selling Stockholders, in the approximate ownership percentages set forth below (with a full capitalization table to be provided as Exhibit A hereto and verified during due diligence): The foregoing ownership percentages are approximate and based on information provided by NovaMart to Cascade and are subject to verific

Section 3: Financing Cascade represents that it has, or at the time of the Closing will have, sufficient funds available to it to pay the Purchase Price and all related fees, costs, and expenses and to consummate the Transaction on the terms contemplated by this LOI. Cascade currently expects the Purchase Price to be funded from the following sources: Transaction costs (including legal fees, advisory fees, financing

Section 4: Due Diligence 4.1 Scope and Access Following the execution of this LOI, NovaMart and the Selling Stockholders shall grant Cascade and its authorized advisors — including Calderwood & Harkness LLP (legal), Hargrove Mead & Co. (financial), and Whitmore & Paige LLP (accounting and tax) — prompt, full, and complete access to NovaMart's books and records, financial and accounting records, tax returns and workpa

Section 5: Definitive Agreement The parties shall negotiate in good faith toward the preparation and execution of a definitive Stock Purchase Agreement reflecting the terms and conditions set forth in this LOI and such other terms and conditions as are customary in transactions of this nature, including without limitation: (a) Comprehensive representations and warranties of NovaMart, the Selling Stockholders, and Cas

Section 6: Conditions to Closing The Closing of the Transaction will be subject to the satisfaction or waiver of the following conditions precedent, as well as such other customary conditions as may be set forth in the Definitive Agreement: (a) HSR Act Clearance. The expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Ac

Section 7: Regulatory Matters / HSR Act The proposed Transaction will require pre-merger notification and the observance of a waiting period under the HSR Act, given that the Transaction exceeds the applicable size-of-transaction threshold under the HSR Act and applicable regulations promulgated by the FTC. Cascade (as the "acquiring person") and NovaMart (as the "acquired person," filing on behalf of the Selling Sto

Section 8: Key Employee and Retention Matters Cascade recognizes that the continued involvement and leadership of NovaMart's founder and key executives is critical to preserving and enhancing the value of NovaMart's business following the Closing. Accordingly, the following employment and retention arrangements are anticipated as conditions to Closing: Julian Reeves — Founder & Chief Executive Officer. As a condition

Section 9: Change of Control Consents The parties acknowledge that the acquisition of one hundred percent (100%) of the capital stock of NovaMart by Cascade will constitute a "change of control" (or similar triggering event) under approximately thirty-four (34) identified material contracts to which NovaMart is a party. NovaMart has provided Cascade with a preliminary list of such contracts, which include, among othe

Section 10: Payoff of Existing Indebtedness At the Closing, NovaMart's existing revolving credit facility with Ashford Savings Bank, N.A., in the principal amount of up to One Hundred Fifty Million Dollars ($150,000,000) (the "Existing Credit Facility"), shall be repaid in full (including all outstanding principal, accrued and unpaid interest, and any applicable prepayment premiums, breakage costs, or fees), and the

Section 11: Anticipated Timeline The parties anticipate the following indicative timeline for the Transaction, which is subject to adjustment based on the progress of due diligence, documentation negotiations, regulatory review, and other developments: The foregoing timeline is illustrative only and does not create any binding obligation on any party with respect to the timing of any milestone. An illustrative timeli

Section 12: Exclusivity THIS SECTION 12 IS BINDING UPON EXECUTION OF THIS LOI. From the date of this LOI through the earlier of (a) the execution and delivery of the Definitive Agreement by all parties or (b) May 31, 2025 (such period, the "Exclusivity Period"), NovaMart and each of the Selling Stockholders agree that they shall not, and shall cause their respective directors, officers, employees, agents, advisors, a

Section 13: Confidentiality THIS SECTION 13 IS BINDING UPON EXECUTION OF THIS LOI. The terms and conditions of this LOI, the existence and substance of the discussions and negotiations between the parties regarding the proposed Transaction, and all information exchanged between the parties in connection herewith are confidential and are subject to the terms and conditions of the Mutual Confidentiality and Non-Disclos

Section 14: Expenses THIS SECTION 14 IS BINDING UPON EXECUTION OF THIS LOI. Except as otherwise expressly provided in this LOI or the Definitive Agreement, each party shall bear and be solely responsible for its own costs and expenses incurred in connection with the proposed Transaction, including the fees and expenses of its legal counsel, financial advisors, accountants, and other advisors and consultants. Notwiths

Section 15: Non-Binding Nature THIS SECTION 15 IS BINDING UPON EXECUTION OF THIS LOI. Except for Section 12 (Exclusivity), Section 13 (Confidentiality), Section 14 (Expenses), this Section 15 (Non-Binding Nature), Section 16 (Governing Law), and Section 17 (Miscellaneous), each of which is intended to be and shall be legally binding upon execution of this LOI, this LOI does not constitute a binding agreement and does

Section 16: Governing Law THIS SECTION 16 IS BINDING UPON EXECUTION OF THIS LOI. This LOI and any disputes, claims, or controversies arising out of or relating to this LOI, including the negotiation, execution, interpretation, performance, or enforcement of this LOI, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws

Section 17: Miscellaneous THIS SECTION 17 IS BINDING UPON EXECUTION OF THIS LOI. 17.1 Counterparts. This LOI may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this LOI by electronic signature (including via Brightwater Software, Ashford Health IT, or PDF) or by facsimile shall be dee