Contract analysis

1. No Admission of Liability or Materiality. The inclusion of any item, matter, or information in these Disclosure Schedules does not constitute an admission by the Company or any Selling Stockholder that such item, matter, or information is material, that it constitutes or gives rise to a liability of the Company or any Selling Stockholder, or that such item, matter, or information is required to be disclosed under

2. Cross-References and Deemed Disclosures. Matters disclosed in any one Schedule shall be deemed disclosed with respect to any other Schedule or any other representation or warranty in the Agreement to the extent the relevance of such disclosure to such other Schedule, representation, or warranty is reasonably apparent on the face of such disclosure, regardless of whether a specific cross-reference is made. The Comp

3. Headings and Section References. The headings and section references contained in these Disclosure Schedules are included for convenience of reference only. Such headings and section references do not limit, define, or otherwise affect the scope or substance of the disclosures set forth herein.

4. Summaries Qualified by Underlying Documents. Any summary or description of a contract, agreement, plan, instrument, order, judgment, decree, or other document contained in these Disclosure Schedules is qualified in its entirety by reference to the full text of such contract, agreement, plan, instrument, order, judgment, decree, or other document, copies of which have been made available to Buyer and its representa

5. Dollar Amounts and Share Numbers. Unless otherwise expressly stated to be exact, all dollar amounts and share numbers set forth in these Disclosure Schedules are approximate and have been rounded for ease of presentation. Such approximations shall not be deemed to constitute a breach of any representation or warranty in the Agreement.

6. Knowledge Qualification. Where information is stated to be to the "Knowledge" of the Company or a Selling Stockholder, such information is provided in accordance with the definition of "Knowledge" set forth in the Agreement.

7. Data Room Reference. References to the Data Room refer to the electronic data room (Project Horizon) hosted by Calloway, Brandt & Loewe LLP on the Thackeray Solutions platform, as constituted as of 11:59 p.m. Eastern Time on May 19, 2025. A complete USB archive of the Data Room contents as of such date and time has been provided to counsel for Buyer.

8. Continuing Accuracy. These Disclosure Schedules are delivered as of the date of the Agreement. The Company and the Selling Stockholders undertake to supplement or amend these Disclosure Schedules prior to Closing to the extent required by the Agreement. SCHEDULE 3.1 — ORGANIZATION, GOOD STANDING, AND QUALIFICATION

Section 3.1(a) — Organization and Good Standing NovaMart Global Inc. (the "Company") is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, as follows: The Company's corporate records, including the Second Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws (adopted November 22, 2019, and most recently amended October 14, 2023),

Section 3.1(b) — Foreign Qualifications The Company is duly qualified, registered, or otherwise authorized to transact business as a foreign corporation in each of the following jurisdictions, in each case in good standing as of the date hereof. The table below sets forth the jurisdictions of foreign qualification and the primary basis for such qualification: Copies of all certificates of good standing listed above h

Section 3.1(c) — Subsidiaries The Company has the following subsidiaries, each of which is wholly owned (directly or indirectly) by the Company: Each subsidiary is validly existing and in good standing in its respective jurisdiction of formation as of the date hereof. Copies of organizational documents, certificates of good standing, and operating or governance agreements for each subsidiary have been made available

Section 3.2(a) — Authorized and Outstanding Capital Stock The authorized, issued, and outstanding capital stock of NovaMart Global Inc. is as follows: Authorized Capital Stock: No shares of Preferred Stock have been issued or are outstanding as of the date hereof. The Company previously issued and subsequently converted shares of Series A Preferred Stock (issued in connection with the Company's Series A financing in

Section 3.2(b) — Options, Warrants, and Other Rights NovaMart 2017 Equity Incentive Plan (the "Stock Option Plan"): The Company maintains the NovaMart 2017 Equity Incentive Plan, as amended on March 15, 2020 and further amended on January 8, 2023 (the "Stock Option Plan"). The Stock Option Plan was adopted by the Board of Directors and approved by the stockholders of the Company. A complete copy of the Stock Option P

Section 3.2(c) — Stockholder Agreements The following stockholder and governance agreements are currently in effect with respect to the Company's capital stock:

1. Amended and Restated Stockholders' Agreement Date: November 22, 2019 (amended April 3, 2021) Parties: NovaMart Global Inc., Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, and Priya Narasimhan Summary of Key Provisions: • Board Representation: Ridgeline Equity Partners, LP has the right to designate two (2) directors to the Company's Board; Brindoval Ventures Fund III, LP has the rig

2. Registration Rights Agreement Date: November 22, 2019 Parties: NovaMart Global Inc., Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, and Priya Narasimhan Summary of Key Provisions: • Demand Registration Rights: Ridgeline Equity Partners, LP and Brindoval Ventures Fund III, LP each have the right to demand that the Company file a registration statement under the Securities Act for the

3. Right of First Refusal and Co-Sale Agreement Date: November 22, 2019 Parties: NovaMart Global Inc., Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, and Priya Narasimhan Summary of Key Provisions: • Right of First Refusal: The Company and, secondarily, the investors (Ridgeline and Brindoval) have a right of first refusal with respect to any proposed transfer of shares by the founders

4. Voting Agreement Date: November 22, 2019 Parties: Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, and Priya Narasimhan Summary of Key Provisions: • Board Composition: Each party agrees to vote all shares held by such party in favor of the director designees of Ridgeline (two seats), Brindoval (one seat), Julian Reeves as CEO director (one seat), and the jointly selected independent d

Section 3.3(a) — Authorization The Board of Directors of NovaMart Global Inc. has unanimously adopted resolutions (i) determining that the Agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of the Company and its stockholders, (ii) approving the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby, and (i

Section 3.3(b) — No Conflict — Exceptions The following agreements, instruments, or obligations of the Company could be breached or conflicted with, or could require consent or notice in connection with, the execution and delivery of the Agreement and the consummation of the transactions contemplated thereby:

1. Change of Control Provisions in Material Contracts. Approximately thirty-four (34) material contracts of the Company contain change of control provisions that may be triggered by the consummation of the transactions contemplated by the Agreement. A comprehensive list of such contracts, together with the nature of the applicable change of control provision and the status of consent or notice, is set forth in Schedu

2. Senior Credit Facility — Ashford Savings Bank, N.A. The Company is a borrower under that certain Senior Revolving Credit Agreement, dated as of August 22, 2022, as amended by the First Amendment thereto dated February 10, 2023 and the Second Amendment thereto dated September 15, 2024, among NovaMart Global Inc., as borrower, Ashford Savings Bank, N.A., as administrative agent and lender (the "Senior Credit Facilit

3. Amended and Restated Stockholders' Agreement. The Amended and Restated Stockholders' Agreement described in Schedule 3.2(c) contains certain protective provisions that require the consent of Ridgeline Equity Partners, LP and Brindoval Ventures Fund III, LP for a sale of the Company. Such consent has been obtained. The drag-along provisions of the Amended and Restated Stockholders' Agreement are being exercised as

4. NovaMart 2017 Equity Incentive Plan. The Stock Option Plan contains change of control acceleration provisions. Pursuant to Section 7.2 of the Stock Option Plan, in the event of a "Change of Control" (as defined therein, which includes a sale of all or substantially all of the Company's capital stock), all outstanding and unvested stock options shall accelerate and become fully vested immediately prior to the effec

Section 3.3(c) — Required Governmental Filings and Consents The following governmental filings, approvals, or consents are required in connection with the execution and delivery of the Agreement and the consummation of the transactions contemplated thereby:

1. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"). A Notification and Report Form was filed by both the Company and Buyer with the Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") on April 11, 2025 (HSR Tracking Number: 1038-00009). On May 8, 2025, the FTC issued a Request for Additional Information and Documentary Material ("

2. State Filings. Following the Closing, the Company or Buyer, as applicable, may be required to file amendments to the Company's certificate of incorporation and/or foreign qualification certificates with the Secretaries of State of Delaware, Texas, and the other states in which the Company is qualified to do business, to reflect any post-closing name change or other amendments to the Company's organizational docume

3. Money Transmitter License Notifications. NovaMart Payments Inc. holds money transmitter licenses in 38 states and the District of Columbia. Change of control notifications or approvals may be required under certain of these licenses in connection with the transactions contemplated by the Agreement. The Company is in the process of identifying which states require pre-closing approval versus post-closing notice. A

4. No Other Material Governmental Consents. Other than the foregoing, the Company is not aware of any material governmental filing, approval, consent, or authorization required in connection with the execution and delivery of the Agreement or the consummation of the transactions contemplated thereby, except for such filings, approvals, consents, or authorizations, the failure to obtain or make which would not, indivi

1. Capital Expenditures. The Company authorized and commenced a $14,200,000 capital improvement project at the Savannah, Georgia fulfillment center (Facility GA-01), consisting of automation upgrades to the facility's sortation and packaging lines. The project was approved by the Board of Directors on January 28, 2025, and is consistent with the Company's FY2025 capital expenditure budget. Approximately $6,800,000 ha

2. Material Contract Renewal. On February 15, 2025, the Company renewed the Master Services Agreement with Pinnacle Cloud Solutions Inc. for an additional three-year term commencing April 1, 2025, at a total annual cost of approximately $42,000,000 (a 12% increase from the prior annual cost of $37,500,000), reflecting increased compute, storage, and bandwidth requirements associated with the Company's growing marketp

3. Employee Headcount. Between January 1, 2025 and the date hereof, the Company's total employee headcount increased from approximately 2,325 to approximately 2,400 employees, primarily as a result of seasonal hiring at fulfillment centers and targeted hiring of engineering personnel. No material reductions in force have occurred.

4. No Changes in Accounting Methods. The Company has not made any material changes to its accounting methods, policies, or practices since December 31, 2024.

5. Ordinary Course Contract Activity. In the ordinary course of business, the Company has entered into, amended, renewed, or terminated various contracts since December 31, 2024, none of which is material other than the Pinnacle Cloud Solutions Inc. renewal described in item 2 above.

6. No Dividends or Distributions. The Company has not declared or paid any dividends or other distributions on its capital stock since December 31, 2024.

7. No Indebtedness. The Company has not incurred any indebtedness other than borrowings under the Senior Credit Facility in the ordinary course of business. As of the date hereof, $87,500,000 in principal amount is outstanding under the Senior Credit Facility, compared to $82,000,000 as of December 31, 2024. SCHEDULE 3.6 — UNDISCLOSED LIABILITIES The following liabilities of the Company are known to the Company and a

1. Accrued Transaction Expenses. The Company has incurred and expects to continue to incur fees and expenses in connection with the transactions contemplated by the Agreement, including legal fees, accounting fees, financial advisory fees, and other transaction-related expenses. As of the date hereof, the Company estimates that the aggregate amount of such transaction expenses will be approximately $22,500,000, compr

2. Litigation Reserves. The Company has established reserves for certain pending and threatened litigation matters as described in Schedule 3.12 (Litigation and Proceedings). As of the date hereof, aggregate litigation reserves total approximately $4,750,000. Certain of these reserves were established after December 31, 2024 in connection with developments occurring in Q1 2025.

3. Tax Liabilities. The Company's estimated federal income tax liability for FY2024 is $23,800,000, of which $17,850,000 was paid in quarterly estimated tax payments during FY2024 and the balance of approximately $5,950,000 is expected to be paid with the filing of the Company's FY2024 federal income tax return (due, with extension, on or before October 15, 2025). Additionally, state income and franchise tax liabilit

4. Capital Expenditure Commitments. The Company has contractual commitments for the Savannah fulfillment center automation project described in Schedule 3.5 above, with approximately $7,400,000 remaining to be incurred after the date hereof.

5. Lease Obligations. The Company is obligated under operating leases for its headquarters and 14 fulfillment centers, as described in Schedule 3.7(b). Future minimum lease payments under such leases aggregate approximately $312,000,000 over the remaining lease terms. These obligations are reflected in the notes to the Most Recent Financial Statements but are not recorded as liabilities on the Most Recent Balance She

6. Retention Pool Obligations. As described in Schedule 3.15(c), the Company has agreed (pursuant to the terms of the Agreement) to establish a retention pool of $18,000,000 for key employees. This obligation arises solely in connection with the transactions contemplated by the Agreement and did not exist as of the Most Recent Balance Sheet Date. No other material liabilities are known to the Company that are not ref

Section 3.7(a) — Owned Real Property The Company does not own any real property. Neither the Company nor any of its subsidiaries holds fee simple title to any real property. Title insurance information is therefore not applicable. The Company's title insurance advisor, Ridgecrest Title Group Inc. (contact: Janet Morales, Underwriter, 3400 Peachtree Road NE, Suite 1200, Atlanta, GA 30326), has been engaged solely in c

Section 3.7(b) — Leased Real Property The Company leases the following real properties, each of which is leased pursuant to a written lease agreement. Copies of all executed lease agreements, amendments, and related landlord estoppel certificates (to the extent obtained as of the date hereof) have been made available in the Data Room (Folder 7.01). Headquarters: Fulfillment Center Leases: The Company leases fourteen

Section 3.8(a) — Owned intellectual Property Patents: The Company and its subsidiaries own the following United States patents and patent applications: The Company does not currently hold any foreign patents or patent applications outside the United States. The Company has not filed any Patent Cooperation Treaty ("PCT") applications. Trademarks: The Company and its subsidiaries own the following registered trademarks

Section 3.8(b) — Inbound IP Licenses Technology License Agreement — Arcwave Software LLC: Open-Source Software: The Company utilizes range open-source software components in the development and operation of the NovaMart marketplace platform and its internal tools. A comprehensive inventory of material open-source components, including the applicable license for each, has been prepared by the Company's engineering tea

Section 3.8(c) — Outbound IP Licenses The Company has not granted any exclusive licenses of its intellectual property to any third party. The Company has granted non-exclusive, limited-purpose licenses of certain intellectual property in connection with the following arrangements: (i) Seller API License. The Company grants each NovaMart marketplace seller a non-exclusive, non-transferable, revocable license to access

Section 3.8(d) — IP Disputes and Claims The following IP-related disputes and claims are pending or, to the Knowledge of the Company, threatened as of the date hereof:

1. Vortex Commerce Inc. v. NovaMart Global Inc. On March 3, 2024, Vortex Commerce Inc. ("Vortex") filed a complaint in the United States District Court for the Eastern District of Texas (Case No. 6:24-cv-00312-RWS) alleging that the Company's marketplace platform infringes U.S. Patent No. 9,456,123 (titled "System and Method for Multi-Vendor Shopping Cart Optimization in E-Commerce Environments"). The Company filed a

2. Trademark Opposition — NovaStar Brands LLC. On August 22, 2024, NovaStar Brands LLC filed a Notice of Opposition with the Trademark Trial and Appeal Board ("TTAB") opposing the Company's pending trademark application for NOVA MARKETPLACE (USPTO App. No. 97/654,321), alleging likelihood of confusion with NovaStar's registered mark NOVASTAR (Reg. No. 6,112,456) in International Class 35. The Company filed an Answer

1. Advertising Revenue Share Agreement — Stratton Digital Media Inc.

2. Top Seller/Merchant Agreements Exceeding Materiality Threshold: The Company has entered into enhanced seller agreements (containing customized commission structures, dedicated account management, and/or guaranteed placement terms) with the following marketplace sellers, each of which generated more than $10,000,000 in GMV on the NovaMart platform in FY2024: (a) GlobalTech Electronics Ltd. (seller ID: NM-S-00142) —

3. Master Services Agreement — Pinnacle Cloud Solutions Inc.

4. Logistics Partnership Agreement — Redline Freight Corp.

5. Payment Processing Agreement — PayStream Financial Technologies Inc. Category C — Technology/License Agreements

6. Technology License Agreement — Arcwave Software LLC Cross-reference to Schedule 3.8(b) for a detailed description of this agreement. Consent request submitted April 18, 2025; status: pending. Category D — Real Property Leases

7. Real Property Leases (15 leases — headquarters and 14 fulfillment centers) Cross-reference to Schedule 3.7(b) for a detailed description of all real property leases. Various consent and notice requirements apply as described therein. Category E — Financing Agreements

8. Senior Revolving Credit Facility — Ashford Savings Bank, N.A. Category F — Employment and Compensation Agreements Cross-reference to Schedule 3.15(b) for a description of employment agreements with Julian Reeves, Priya Narasimhan, Douglas Whitfield, Amanda Trevino, and other senior management. Cross-reference to Schedule 3.2(b) for the NovaMart 2017 Equity Incentive Plan. Category G — Stockholder and Governance Ag

9. Data Center Colocation Agreement — Tidewater Partners LLC Realty Corp.

10. Insurance Brokerage Agreement — Meridian Insurance Brokers LLC 11–34. Additional Material Contracts: In addition to the foregoing, the following contracts have been identified as Material Contracts containing change of control provisions or otherwise meeting the materiality threshold under Section 3.9 of the Agreement. A brief description of each is set forth below, and complete copies are available in the Data R