Contract analysis

I. INTRODUCTION AND PURPOSE A. Purpose of This Checklist This Pre-Closing Tax Covenant Compliance Checklist (the "Checklist") has been prepared by Calderwood & Harkness LLP, as outside tax counsel to Cascade Retail Holdings Inc. ("Cascade," "CRH," or the "Buyer"), to track, monitor, and verify NovaMart Global Inc.'s ("NovaMart" or the "Company," EIN: 84-3291547) compliance with its obligations regarding pre-closing t

1. Tax Due Diligence Memorandum — Summary of tax due diligence findings regarding NovaMart and its subsidiaries, including historical compliance, open audit matters, and identified tax risks.

2. Tax Structure Memorandum — Analysis of the tax structure of the transaction, including the treatment of the acquisition as a stock purchase for federal income tax purposes.

3. Tax Indemnification Provisions Analysis Memorandum — Detailed analysis of the tax indemnification provisions in the SPA, including scope, limitations, survival periods, and interplay with the R&W insurance policy.

4. Transfer Tax Analysis Memorandum — Analysis of transfer taxes applicable to the stock transfer and the allocation of liability between Buyer and Sellers.

5. FIRPTA Compliance Memorandum — Analysis of FIRPTA withholding obligations and the form of non-foreign person certificate to be delivered at closing. E. Important Note Regarding Indemnification The pre-closing tax covenant obligations set forth in Section 6.09 of the SPA are directly tied to the Sellers' tax indemnification obligations. Under the SPA, the Sellers' indemnification for all pre-closing Tax liabilities

II. SUMMARY OF SPA SECTION 6.09 — PRE-CLOSING TAX COVENANTS The following is a summary of the principal pre-closing tax covenants set forth in Section 6.09 of the SPA. This summary is provided for convenience of reference and does not purport to be a complete or definitive statement of the parties' obligations. In all cases, the text of Section 6.09 (reproduced in full in Appendix B) controls. A. Tax Return Filing Ob

Section 6.09(a) of the SPA provides that, during the period from the Signing Date through the Closing Date, NovaMart shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by or with respect to NovaMart and its subsidiaries for any Pre-Closing Tax Period. For purposes of this obligation, a "Pre-Closing Tax Period" is defined as any Tax period ending on or before

Section 6.09(a) further provides that NovaMart shall not, without the prior written consent of Cascade: (i) change any Tax election; (ii) amend any previously filed Tax Return; (iii) settle or compromise any Tax liability; (iv) surrender any right to a Tax refund; or (v) take any other action with respect to Taxes that is outside the ordinary course of business. These consent requirements are discussed in greater det

Section 6.09(b) of the SPA grants Cascade the right to review and comment on all material Pre-Closing Tax Returns prior to their filing. The specific review procedures are as follows: (i) NovaMart shall provide draft copies of all material Pre-Closing Tax Returns to Cascade (and its advisors, including Whitmore & Paige LLP) for review and comment no later than 30 days prior to the due date for filing such Tax Return

Section 6.09(c) of the SPA provides that NovaMart shall timely pay (or cause to be timely paid) all Taxes shown to be due on all Pre-Closing Tax Returns. This obligation encompasses not only final Tax Return payments but also all interim obligations, including quarterly estimated tax installment payments as and when due for Pre-Closing Tax Periods. NovaMart is expressly prohibited from deferring any Tax payment or re

Section 6.09(d) of the SPA imposes cooperation obligations on NovaMart with respect to tax matters during the pre-closing period. Specifically, NovaMart shall: (i) Cooperate fully with Cascade and its advisors (including Calderwood & Harkness LLP and Whitmore & Paige LLP) in connection with all Tax matters relating to NovaMart, including providing access to Tax-related books, records, work papers, and supporting docu

Section 6.09(e) of the SPA sets forth a comprehensive list of actions that NovaMart may not take during the pre-closing period without the prior written consent of Cascade. These prohibited actions are: (i) Making, changing, or revoking any Tax election; (ii) Amending any previously filed Tax Return; (iii) Settling or compromising any Tax liability, audit, or claim; (iv) Entering into any closing agreement with a Tax

III. JURISDICTIONAL TAX FILING AND PAYMENT CHECKLIST This section provides a jurisdiction-by-jurisdiction checklist of NovaMart's tax filing and payment obligations during the pre-closing period. For each jurisdiction, the checklist identifies the applicable taxing authority, the type of tax return, the applicable tax period, the due date (original and extended), the estimated tax due, and the current status. The sta

1. FY2024 Federal Income Tax Return (Form 1120) NovaMart's FY2024 federal income tax return (Form 1120) is one of the most significant pre-closing tax filings. The original due date for a calendar-year corporate taxpayer filing Form 1120 is April 15, 2025. If NovaMart filed a timely extension (Form 7004), the extended due date would be October 15, 2025 — which coincides with the targeted Closing Date. • Original Due

2. FY2025 Estimated Tax Payments (Pre-Closing) NovaMart's FY2025 federal estimated tax payments will fall within the pre-closing period. Under Section 6.09(c) of the SPA, NovaMart is required to timely pay all estimated tax installments as and when due. The quarterly estimated tax payment schedule for FY2025 is as follows: • Q1 2025 (due April 15, 2025): Confirm timely payment in the required amount. [To be updated]

3. FY2025 Short-Period / Straddle Period Return If the Closing occurs mid-year (as expected, given the targeted Closing Date of October 15, 2025), NovaMart's FY2025 tax year will constitute a Straddle Period — a Tax period that begins before and ends after the Closing Date. The SPA provides for specific allocation methodologies for Straddle Period taxes (see Section VII of this Checklist). The FY2025 federal income t

1. California (3 Fulfillment Centers) Taxing Authority: California Franchise Tax Board (FTB) NovaMart operates three fulfillment centers in the State of California, which is the Company's largest state footprint outside of Texas. California imposes a corporate franchise tax on corporations doing business in the state, with a minimum tax of $800 and an income-based tax rate of 8.84%. • Form: California corporate incom

2. New Jersey (2 Fulfillment Centers) Taxing Authority: New Jersey Division of Taxation NovaMart operates two fulfillment centers in the State of New Jersey. New Jersey imposes a Corporation Business Tax (CBT) on corporations doing business in the state. The CBT rate for taxable income over $1,000,000 is currently 9.0%, with a temporary surtax in effect for certain tax years. • Form: Corporation Business Tax return (

3. Georgia (2 Fulfillment Centers) Taxing Authority: Georgia Department of Revenue NovaMart operates two fulfillment centers in the State of Georgia. Georgia imposes a corporate income tax at a rate of 5.75%. • Form: Corporate income tax return (Form 600) • Tax Period: FY2024 (calendar year ending December 31, 2024) • Original Due Date: April 15, 2025 • Extended Due Date (if applicable): October 15, 2025 (if a timely

4. Ohio (1 Fulfillment Center) Taxing Authority: Ohio Department of Taxation NovaMart operates one fulfillment center in the State of Ohio. Ohio does not impose a traditional corporate income tax. Instead, Ohio levies the Commercial Activity Tax (CAT), which is a tax on gross receipts from business activities in Ohio. The CAT is filed on a quarterly basis (or an annual basis for taxpayers with Ohio gross receipts of

5. Illinois (1 Fulfillment Center) Taxing Authority: Illinois Department of Revenue NovaMart operates one fulfillment center in the State of Illinois. Illinois imposes a corporate income tax at a rate of 7.0%, plus a Personal Property Tax Replacement Income Tax (replacement tax) at a rate of 2.5%, for a combined effective rate of 9.5%. • Form: Corporate income and replacement tax return (IL-1120) • Tax Period: FY2024

6. Pennsylvania (1 Fulfillment Center) Taxing Authority: Pennsylvania Department of Revenue NovaMart operates one fulfillment center in the Commonwealth of Pennsylvania. Pennsylvania imposes a Corporate Net Income Tax at a rate of 8.99% (note: this rate is scheduled to decrease in future years pursuant to recent legislation). • Form: Corporate Net Income Tax return (RCT-101) • Tax Period: FY2024 (calendar year ending

7. Tennessee (1 Fulfillment Center) Taxing Authority: Tennessee Department of Revenue NovaMart operates one fulfillment center in the State of Tennessee. Tennessee imposes a franchise tax (based on net worth or the book value of real or tangible personal property owned or used in Tennessee, whichever is greater) and an excise tax (based on net earnings at a rate of 6.5%). • Form: Franchise and Excise Tax return (FAE

8. Florida (2 Fulfillment Centers) Taxing Authority: Florida Department of Revenue NovaMart operates two fulfillment centers in the State of Florida. Florida imposes a corporate income tax at a rate of 5.5%. • Form: Corporate income tax return (F-1120) • Tax Period: FY2024 (calendar year ending December 31, 2024) • Original Due Date: April 1, 2025 (Florida due date may differ from federal; confirm) • Extended Due Dat

9. Washington (1 Fulfillment Center) Taxing Authority: Washington Department of Revenue NovaMart operates one fulfillment center in the State of Washington. Washington does not impose a corporate income tax. Instead, Washington imposes a Business & Occupation (B&O) Tax, which is a gross receipts tax. The B&O tax is generally reported on a monthly or quarterly basis, depending on the taxpayer's gross receipts. • Form:

IV. CASCADE REVIEW PROCESS AND TIMELINE A. Protocol for Tax Return Review

Section 6.09(b) of the SPA establishes Cascade's right to review and comment on all material Pre-Closing Tax Returns prior to their filing. This section sets forth the operational protocol for the exercise of that right. Delivery of Draft Tax Returns: NovaMart shall deliver draft copies of all material Pre-Closing Tax Returns to the following persons at least 30 days before the applicable due date (or as soon as prac

V. PROHIBITED ACTIONS REQUIRING BUYER CONSENT — MONITORING CHECKLIST

Section 6.09(e) of the SPA identifies specific actions that NovaMart may not take during the pre-closing period without the prior written consent of Cascade. This section establishes a monitoring framework to track NovaMart's compliance with these prohibitions on an ongoing basis. The following checklist shall be reviewed and updated on a monthly basis, based on written confirmation from Douglas "Doug" Whitfield (Nov

1. NovaMart (through Amanda Trevino or Doug Whitfield) shall submit a written request for consent to Cascade (care of Elena Vasquez-Bright), with copies to Sylvia Hartwell and Harrison Wexford at Calderwood & Harkness LLP. The form of consent request is attached as Appendix C.

2. The consent request shall include a detailed description of the proposed action, the reasons therefor, the estimated Tax impact (if any), and any supporting documentation.

3. Calderwood & Harkness LLP and Whitmore & Paige LLP shall review the consent request and provide a recommendation to Cascade as to whether consent should be granted or withheld.

4. Cascade shall respond to the consent request in writing within a reasonable time (which, in the absence of exigent circumstances, should be no more than 10 business days from receipt of the request and all supporting documentation).

5. If Cascade grants consent, such consent shall be documented in writing and retained in the deal file. If Cascade withholds consent, the reasons therefor shall be communicated to NovaMart and Seller's counsel in writing.

VI. TAX AUDIT AND EXAMINATION MONITORING A. Notification Obligations Under Section 6.09(d) of the SPA, NovaMart is obligated to promptly notify Cascade of any Tax audit, examination, inquiry, claim, or assessment received from any Taxing authority during the pre-closing period. For purposes of this Checklist, "prompt" notification is defined as notification within 5 business days of NovaMart's receipt of any such com

1. If NovaMart receives a settlement offer or proposes to enter into a compromise with a Taxing authority, NovaMart shall promptly notify Cascade and Calderwood & Harkness LLP.

2. NovaMart shall provide a copy of the proposed settlement or compromise, together with all relevant correspondence, work papers, and supporting documentation.

3. Sylvia Hartwell (Calderwood & Harkness LLP) and Sandra Chiu (Whitmore & Paige LLP) shall review the proposed settlement and provide a written recommendation to Cascade as to whether consent should be granted or withheld.

4. Cascade shall respond to the settlement request in writing, either granting or withholding consent. Cascade's consent shall not be unreasonably withheld, conditioned, or delayed (to the extent such standard is imposed by the SPA).

5. All settlement approvals and rejections shall be documented in writing and retained in the deal file.

VII. STRADDLE PERIOD TAX ALLOCATION A. Straddle Period Definition A "Straddle Period" is defined in the SPA as any Tax period that begins before and ends after the Closing Date. Because the targeted Closing Date is October 15, 2025, and NovaMart is a calendar-year taxpayer, NovaMart's FY2025 tax year (January 1, 2025 through December 31, 2025) will constitute a Straddle Period for federal and most state income tax pu

Section 6.09 of the SPA prescribes the following allocation methods for Straddle Period taxes: Taxes Based on Income, Receipts, or Payroll: For any Tax that is imposed on the basis of income, receipts, or payroll (including federal and state income taxes, the Ohio Commercial Activity Tax, the Washington B&O Tax, employment taxes, and similar Taxes), the Straddle Period shall be allocated between the pre-closing porti

1. Pre-Closing Preparation: Prior to Closing, Calderwood & Harkness LLP and Whitmore & Paige LLP shall coordinate with NovaMart's tax department to establish the procedures and systems necessary to implement the closing-of-the-books method as of the end of the Closing Date. This may include ensuring that NovaMart's accounting systems can generate a trial balance and income statement as of the Closing Date.

2. Post-Closing Calculations: Promptly following the Closing, Whitmore & Paige LLP shall prepare Straddle Period allocation calculations for all applicable jurisdictions. These calculations shall be reviewed by Calderwood & Harkness LLP and submitted to Cascade for approval before being finalized and shared with Seller's counsel.

3. Coordination with Seller's Counsel: The Straddle Period allocation methodology is expected to be a topic of discussion with Calloway, Brandt & Loewe LLP (Seller's counsel). Any disputes regarding the Straddle Period allocation shall be resolved in accordance with the dispute resolution procedures set forth in the SPA.

VIII. TRANSFER TAX COMPLIANCE A. SPA Provision

Section 6.09(f) of the SPA provides that any transfer taxes, documentary stamp taxes, recording fees, or similar taxes or charges arising from the transfer of NovaMart capital stock from the Selling Stockholders to Cascade shall be borne equally by the Buyer and the Sellers on a 50/50 basis. B. Estimated Transfer Taxes The estimated total transfer taxes arising from the stock transfer are as follows: • Total Estimate

IX. FIRPTA COMPLIANCE A. Requirement Under Section 1445 of the Internal Revenue Code and Treasury Regulations Section 1.1445-2(b)(2), a transferee of a U.S. real property interest is generally required to withhold 15% of the amount realized on the disposition unless the transferor provides a certification of non-foreign status. Because the acquisition of NovaMart capital stock may constitute an acquisition of a "Unit

1. Eligibility Confirmation: Confirm that NovaMart is eligible to deliver the FIRPTA non-foreign person certificate — i.e., that NovaMart is not a foreign person within the meaning of Section 1445. Based on the tax due diligence, NovaMart is a Delaware corporation and a United States person for federal income tax purposes.

2. Monitoring for Changes: Monitor for any change in facts prior to closing that could affect NovaMart's eligibility to deliver the certificate (e.g., a change in ownership or organizational structure that could result in NovaMart being treated as a foreign person).

3. Preparation and Execution: The FIRPTA certificate should be prepared in draft form well in advance of the targeted Closing Date and circulated to all parties for review. The certificate must be duly executed by an authorized officer of NovaMart at closing. Cross-reference: FIRPTA Compliance Memorandum (separate document)

X. PAYOFF AND TERMINATION OF NOVAMART EXISTING CREDIT FACILITY — TAX IMPLICATIONS A. Background NovaMart maintains an existing revolving credit facility with Ashford Savings Bank, N.A. in the aggregate principal amount of $150,000,000 (the "Credit Facility"). Under the terms of the SPA, the Credit Facility is required to be repaid in full and terminated at or prior to the Closing. The estimated payoff amount as of th

1. Deferred Financing Costs: If NovaMart capitalized any debt issuance costs or deferred financing costs associated with the Credit Facility, the early termination of the facility may result in the write-off (acceleration of amortization) of any remaining unamortized deferred financing costs. The tax treatment of such a write-off should be confirmed by Whitmore & Paige LLP.

2. Cancellation of Debt Income (CODI): Because the Credit Facility is being repaid in full at par, there should be no cancellation of debt income under IRC Section 61(a)(11) or Section 108. CODI generally arises only when indebtedness is discharged for less than its face amount, which is not the case here. Confirm that the payoff amount reflects the full outstanding principal and accrued interest.

3. Deductibility of Accrued Interest: NovaMart should be entitled to a deduction for all interest accrued on the Credit Facility through the Closing Date, subject to the applicable limitations (including any limitations under IRC Section 163(j)). Confirm that the interest accrued through the Closing Date is properly allocated to the pre-closing period for purposes of the Straddle Period allocation.

4. Prepayment Penalties: Confirm whether the Credit Facility includes any prepayment penalties or breakage costs, and if so, whether such costs are deductible for federal and state income tax purposes. C. Action Items • Whitmore & Paige LLP to review the Credit Facility documentation and confirm the tax treatment of the payoff and termination. • Calderwood & Harkness LLP to confirm that the payoff and termination do

XI. SECTION 338(h)(10) ELECTION — CONFIRMATION OF NON-ELECTION A. SPA Position The SPA provides that no election under Section 338(h)(10) of the Internal Revenue Code (or any corresponding or similar election under state, local, or non-U.S. Tax law) will be made with respect to the acquisition of NovaMart capital stock. During the negotiation of the SPA, the parties were unable to agree on a step-up pricing allocatio

1. No Deemed Asset Sale: The transaction will not be treated as a deemed asset sale for federal income tax purposes. Accordingly, the Selling Stockholders will recognize gain (or loss) on the sale of their NovaMart stock based on the difference between the amount realized and their respective adjusted bases in the stock.

2. Carryover Tax Basis: NovaMart's historical tax basis in its assets will carry over and remain unchanged after the Closing. Cascade will not receive a stepped-up tax basis in NovaMart's assets.