Contract analysis

ARTICLE I JOINDER AND AGREEMENT TO BE BOUND

Section 1.1 Joinder to Stock Purchase Agreement. The Joining Stockholder hereby agrees to be bound by, and subject to, all of the terms, conditions, covenants, agreements, representations, warranties, and obligations applicable to the "Selling Stockholders" under the Stock Purchase Agreement, in each case as if the Joining Stockholder were an original signatory to the Stock Purchase Agreement as of the date of its ex

Section 1.2 Joinder to Escrow Agreement. The Joining Stockholder hereby acknowledges and agrees that it shall be bound by the terms and conditions of the Escrow Agreement, dated as of [the Closing Date] (the "Escrow Agreement"), by and among Cascade Retail Holdings Inc., Ridgeline Equity Partners, LP, as Stockholder Representative (as defined below), and Marlowe Asset Management Trust Company, N.A., as Escrow Agent (

Section 1.3 Joinder to Stockholder Representative Agreement. The Joining Stockholder hereby acknowledges and agrees that Ridgeline Equity Partners, LP, acting through Franklin Osei as the designated representative of the Selling Stockholders (the "Stockholder Representative"), shall serve as the Stockholder Representative for all post-closing matters arising under or in connection with the Stock Purchase Agreement an

ARTICLE II INDEMNIFICATION OBLIGATIONS

Section 2.1 Indemnification. The Joining Stockholder acknowledges and agrees that it shall be subject to the indemnification obligations set forth in Article IX of the Stock Purchase Agreement to the same extent as all other Selling Stockholders. Without limiting the generality of the foregoing, the Joining Stockholder agrees that: (a) The Joining Stockholder shall, together with the other Selling Stockholders, indem

Section 2.2 Pro Rata Share. The Joining Stockholder's indemnification obligations under this Article II and under Article IX of the Stock Purchase Agreement shall be several (and not joint) and shall be limited to the Joining Stockholder's pro rata share of any indemnification obligations arising under Article IX of the Stock Purchase Agreement. For purposes of this Agreement and the Stock Purchase Agreement, the Joi

Section 2.3 Escrow as Exclusive Remedy for Certain Claims. The Joining Stockholder acknowledges and agrees that the Escrow Fund shall be the first source of recovery for indemnification claims asserted by any Buyer Indemnified Party under the Stock Purchase Agreement, and that the Joining Stockholder's Pro Rata Share of the Escrow Fund may be applied to satisfy such indemnification claims in accordance with the terms

Section 2.4 R&W Insurance. The Joining Stockholder acknowledges that Buyer has obtained a representations and warranties insurance policy (the "R&W Policy") from Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832), with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000) and a retention of Twelve Million Dollars ($12,000,000). The Joining Stockholder further acknowledges that such R&

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE JOINING STOCKHOLDER The Joining Stockholder hereby represents and warrants to Buyer and the Company as follows:

Section 3.1 Ownership of Shares. The Joining Stockholder is the record and/or beneficial owner of the number and class of shares of capital stock of NovaMart Global Inc. (and/or the number of vested stock options to acquire shares of capital stock of NovaMart Global Inc.) as set forth on the signature page hereto. The Joining Stockholder has good and valid title to such shares and/or vested options, free and clear of

Section 3.2 Authority. The Joining Stockholder has full legal right, power, and authority to execute, deliver, and perform this Joinder Agreement and to consummate the transactions contemplated hereby, including the sale of its shares of capital stock of the Company (and/or the exercise and sale of its vested options) to Buyer pursuant to the Stock Purchase Agreement. If the Joining Stockholder is an entity, this Joi

Section 3.3 Enforceability. This Joinder Agreement has been duly executed and delivered by the Joining Stockholder and constitutes the legal, valid, and binding obligation of the Joining Stockholder, enforceable against the Joining Stockholder in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Laws affecting creditors' rights

Section 3.4 No Conflicts. The execution, delivery, and performance of this Joinder Agreement by the Joining Stockholder does not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents of the Joining Stockholder (if the Joining Stockholder is an entity), (b) violate, conflict with, or result in a breach of any applicable Law, order, judgment, injunction, decree,

Section 3.5 Adoption of Selling Stockholder Representations. The Joining Stockholder hereby adopts and makes, as of the date hereof and as of the Closing Date, each of the representations and warranties of the Selling Stockholders contained in the Stock Purchase Agreement that are applicable to the Joining Stockholder (including the representations and warranties contained in Article IV thereof), as if such represent

Section 4.1 Receipt of Stock Purchase Agreement. The Joining Stockholder acknowledges that it has received, reviewed, and understands the Stock Purchase Agreement (including all exhibits, schedules, and ancillary documents thereto), including without limitation the Seller Disclosure Schedules, the Escrow Agreement, the Stockholder Representative Agreement, the Working Capital Methodology Agreement, the Letter of Tran

Section 4.2 Purchase Price Allocation and Consideration. The Joining Stockholder acknowledges that it shall be entitled to receive its Pro Rata Share of the Purchase Price (net of the pro rata escrow holdback, any applicable withholding taxes, and any adjustments pursuant to the working capital adjustment mechanism described in Section 4.3 below) in accordance with the Stock Purchase Agreement and the Paying Agent Ag

Section 4.3 Working Capital Adjustment. The Joining Stockholder acknowledges and agrees that the Purchase Price is subject to a post-closing adjustment based on the net working capital of NovaMart Global Inc. at the Closing relative to the working capital target of Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), with a collar of plus or minus Five Million Dollars (+/- $5,000,000) (the "Working Capi

Section 4.4 Termination Fee Obligations. The Joining Stockholder acknowledges that the Selling Stockholders are collectively subject to a forward termination fee of Thirty Million Dollars ($30,000,000) (representing 2.5% of the Purchase Price), payable to Cascade Retail Holdings Inc. in the circumstances described in Section [●] of the Stock Purchase Agreement (including, without limitation, in the event the transact

Section 4.5 Tax Matters. The Joining Stockholder acknowledges and agrees to the tax indemnification provisions of the Stock Purchase Agreement, including the Selling Stockholders' obligation to indemnify the Buyer Indemnified Parties for all pre-closing Tax liabilities of the Company and its Subsidiaries without regard to the General Indemnification Cap or any basket, deductible, or other limitation otherwise applica

Section 4.6 Dispute Resolution. The Joining Stockholder agrees that any Action arising under, out of, in connection with, or related to the Stock Purchase Agreement, this Joinder Agreement, or any of the ancillary transaction documents (or the breach, termination, validity, interpretation, or enforcement thereof) shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if such court decline

Section 5.1 Governing Law. This Joinder Agreement and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Joinder Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or

Section 5.2 Jurisdiction; Venue. Any Action arising under or in connection with this Joinder Agreement shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court declines to accept jurisdiction over a particular matter, in any state or federal court of competent jurisdiction located in the State of Delaware. Each party hereto irrevocably and unconditionally (a) submits to the exc

Section 5.3 Entire Agreement. This Joinder Agreement, together with the Stock Purchase Agreement (including all exhibits, schedules, disclosure letters, and ancillary documents thereto), constitutes the entire agreement of the Joining Stockholder with Buyer, the Stockholder Representative, and the other Selling Stockholders with respect to the subject matter hereof and supersedes all prior negotiations, representatio

Section 5.4 Amendment; Waiver. No amendment, modification, supplement, or waiver of any provision of this Joinder Agreement shall be effective unless made in writing and signed by (a) with respect to any amendment or modification, the Joining Stockholder and Buyer, and (b) with respect to any waiver, the party against whom enforcement of such waiver is sought. No failure or delay on the part of any party in exercisin

Section 5.5 Successors and Assigns. This Joinder Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, personal representatives, executors, administrators, and permitted assigns. The Joining Stockholder may not assign any of its rights or delegate any of its obligations under this Joinder Agreement without the prior written consent of Buyer, and any pur

Section 5.6 Severability. If any term or provision of this Joinder Agreement is held to be invalid, illegal, or unenforceable under any applicable Law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Joinder Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determinatio

Section 5.7 Counterparts. This Joinder Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Joinder Agreement by facsimile, portable document format (.pdf), or other electronic means (including Brightwater Software or similar platform) sha

Section 5.8 Notices. All notices, requests, claims, demands, consents, and other communications hereunder shall be in writing and shall be deemed duly given or made (a) on the date of delivery, if delivered personally, (b) on the date of transmission, if sent via electronic mail (with confirmation of transmission), (c) on the Business Day after deposit with an internationally recognized overnight courier service (wit

Section 5.9 No Third-Party Beneficiaries. Nothing in this Joinder Agreement, express or implied, is intended to confer upon any Person other than the parties hereto and the parties to the Stock Purchase Agreement (and their respective successors, heirs, personal representatives, and permitted assigns) any rights, benefits, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this Joind

Section 5.10 Specific Performance. The parties hereto acknowledge and agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any provision of this Joinder Agreement were not performed in accordance with the specific terms hereof or were otherwise breached. Accordingly, the parties shall be entitled to an injunction or injunctions to prevent breaches