Contract analysis

Section 1: Introduction and Purpose This memorandum summarizes the key terms of the Representations and Warranties Insurance Policy (the "R&W Policy" or the "Policy") issued by Meridian Specialty Insurance Company ("Meridian" or the "Insurer") in connection with the acquisition by Cascade Retail Holdings Inc. ("Cascade" or the "Buyer") of 100% of the issued and outstanding capital stock of NovaMart Global Inc. ("Nova

Section 2: Transaction Overview The following is a summary of the key terms of the Transaction, as relevant to the R&W Policy: Transaction. The Transaction involves the acquisition by Cascade Retail Holdings Inc. of 100% of the issued and outstanding capital stock of NovaMart Global Inc. from the Selling Stockholders. The acquisition is structured as a stock purchase transaction, with Cascade acquiring all of the out

Section 3: Policy Parties and Contacts 3.1 Insurer Full Legal Name: Meridian Specialty Insurance Company Domicile: State of Connecticut Policy Number: MSI-RWI-2025-07832 Meridian Specialty Insurance Company is a specialty lines insurance carrier domiciled in the State of Connecticut and licensed to write representations and warranties insurance on a surplus lines basis in all fifty states and the District of Columbia

Section 4: Policy Structure — Buy-Side R&W Insurance The Policy is structured as a "buy-side" representations and warranties insurance policy. This structure is the most common and commercially accepted form of R&W insurance in the current market for transactions of this type and size. Under a buy-side R&W insurance policy, the buyer (here, Cascade) is the Named Insured, and the buyer has a direct contractual right o

Section 5: Coverage Summary 5.1 Policy Limit Aggregate Policy Limit: $216,000,000 The aggregate Policy Limit is Two Hundred Sixteen Million Dollars ($216,000,000), which represents 18% of the $1,200,000,000 Purchase Price. This Policy Limit was established to match the aggregate indemnification cap for breaches of general representations and warranties set forth in Article IX of the SPA, thereby providing Cascade wit

Section 6: Definition of Loss The Policy defines "Loss" broadly to encompass the following categories of damages and expenses: (a) Actual compensatory damages suffered by the Insured as a direct result of a breach of a covered representation or warranty, including out-of-pocket losses, repair and remediation costs, and other direct monetary damages; (b) Third-party settlement amounts — amounts paid by the Insured to

Section 7: Key Exclusions The Policy contains a number of exclusions that limit or restrict the scope of coverage. The following is a summary of the most significant exclusions. Cascade and its advisors should review the full text of the Policy for a complete listing and description of all applicable exclusions. 7.1 Known Breach Exclusion The Policy does not provide coverage for any breach of a representation or warr

Section 8: Coordination with SPA Indemnification 8.1 Relationship to Article IX of the SPA The Policy is designed to operate in conjunction with, and as a complement to, the indemnification provisions set forth in Article IX of the SPA. The Policy does not replace, modify, or supersede the Sellers' indemnification obligations under the SPA. Rather, it provides Cascade with an additional layer of protection and an alt

Section 9: Underwriting Process and Diligence 9.1 Underwriting Submissions Meridian's underwriting of the Policy was based on its review of a comprehensive set of materials relating to the Transaction, the Company, and the due diligence conducted by Cascade and its advisors. The following materials were submitted to Meridian as part of the underwriting process: (a) The execution version of the Stock Purchase Agreemen

Section 10: Claims Procedures The following is a summary of the claims procedures under the Policy. Cascade and its advisors should refer to the full text of the Policy for a complete description of the claims process, including all notice requirements, cooperation obligations, and procedural prerequisites. 10.1 Notice of Claim The Insured must provide written notice to Meridian of any claim or potential claim (a "Cl