PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT COMMUNICATION
BRING-DOWN DUE DILIGENCE CERTIFICATE
Acquisition of NovaMart Global Inc. by Cascade Retail Holdings Inc.
Prepared by:
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
Derek Okonkwo, Lead Associate, Mergers & Acquisitions Tiffany Rosenthal, Working Associate, Mergers & Acquisitions
Reviewed and Approved by:
Harrison Wexford, Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP
Addressed to:
Elena Vasquez-Bright, General Counsel, Cascade Retail Holdings Inc. Theodore "Ted" Langford, Senior Vice President, Corporate Development, Cascade Retail Holdings Inc.
Date: October 14, 2025
Re: Bring-Down Due Diligence — Updated Searches and Status Checks in Connection with Cascade Retail Holdings Inc.'s Acquisition of 100% of the Outstanding Capital Stock of NovaMart Global Inc. Pursuant to the Stock Purchase Agreement dated May 20, 2025
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I. INTRODUCTION AND PURPOSE
The purpose of this Bring-Down Due Diligence Certificate (this "Certificate") is to confirm the results of the bring-down due diligence searches and status checks conducted as of October 14, 2025, the date immediately preceding the anticipated closing of the transaction (the "Closing") on October 15, 2025 (the "Closing Date"). This Certificate is being delivered to Cascade Retail Holdings Inc. ("Cascade" or the "Buyer") in its capacity as the purchaser under the Stock Purchase Agreement (the "SPA"), dated as of May 20, 2025, by and among Cascade Retail Holdings Inc., NovaMart Global Inc. (the "Company" or "NovaMart"), Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, Priya Narasimhan, and the other Selling Stockholders identified on the signature pages thereto (collectively, the "Selling Stockholders"), pursuant to which Cascade has agreed to acquire 100% of the outstanding capital stock of NovaMart for an aggregate purchase price of $1,200,000,000 in cash (the "Purchase Price"), subject to customary purchase price adjustments as set forth in SPA Article II.
This Certificate supplements and updates the following previously delivered due diligence memoranda and reports prepared by Calderwood & Harkness LLP ("C&H" or the "Firm") during the pre-signing diligence period, which commenced on February 18, 2025:
(a) Corporate Due Diligence Memorandum, dated May 12, 2025;
(b) Litigation and Regulatory Due Diligence Memorandum, dated May 14, 2025;
(c) intellectual Property Due Diligence Memorandum, dated May 10, 2025;
(d) Real Property and Environmental Due Diligence Memorandum, dated May 8, 2025;
(e) Tax Due Diligence Memorandum, dated May 11, 2025 (prepared in coordination with C&H's Tax practice group);
(f) Employment and Benefits Due Diligence Memorandum, dated May 13, 2025;
(g) Material Contract Review Summary, dated May 15, 2025;
(h) UCC and Lien Search Report, dated May 6, 2025; and
(i) Due Diligence Summary and Risk Assessment Memorandum delivered to the Board of Directors of Cascade Retail Holdings Inc. on May 17, 2025 (the "Board Memo").
The scope of the bring-down searches encompasses updated litigation, lien, UCC financing statement, judgment, bankruptcy, tax lien, and intellectual property status checks for NovaMart Global Inc. (EIN: 84-3291547), a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 1100 Congress Avenue, Suite 800, Austin, TX 78701, and each of its subsidiaries as identified on Schedule 3.1(b) of the SPA Disclosure Schedules and in the Corporate Due Diligence Memorandum (collectively with NovaMart, the "NovaMart Entities"). The NovaMart Entities include the following wholly owned subsidiaries: NovaMart Logistics Inc. (a Delaware corporation), NovaMart Digital Services LLC (a Delaware limited liability company), NovaShip Fulfillment LLC (a Texas limited liability company), and NovaMart International Holdings Ltd. (a Cayman Islands exempted company).
This Certificate is being prepared in connection with the closing deliverables contemplated by Article VII of the SPA and supports Cascade's assessment that the conditions to Closing set forth therein have been satisfied or, where applicable, will be satisfied on or before the Closing Date. Specifically, this Certificate is relevant to the Buyer's evaluation of whether:
(i) the representations and warranties of the Company and the Selling Stockholders set forth in the SPA are true and correct in all material respects (or, where qualified by "Material Adverse Effect" or other materiality qualifiers, in all respects) as of the Closing Date as though made on and as of such date (except for representations and warranties that by their express terms relate to a specific date, which shall be true and correct as of such specific date);
(ii) no Material Adverse Effect (as defined in SPA Section 1.1) has occurred since the date of the SPA; and
(iii) no governmental order, injunction, decree, or proceeding exists that would prevent, restrain, or prohibit the consummation of the transactions contemplated by the SPA.
The SPA is governed by the laws of the State of Delaware, without regard to conflicts-of-laws principles, and provides for the acquisition by Cascade of all of the outstanding capital stock of NovaMart from the Selling Stockholders in exchange for the Payment Price, to be funded from Cascade's existing cash on hand and a new $750,000,000 term loan facility provided by a syndicate led by Greaves Bancorp
Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings assigned to them in the SPA.
II. SCOPE OF BRING-DOWN SEARCHES
A. Entities Searched
The bring-down searches were conducted with respect to each of the following NovaMart Entities:
The registered agent for NovaMart Global Inc., NovaMart Logistics Inc., and NovaMart Digital Services LLC in the State of Delaware is Pinnacle Corporate Services Inc., 850 New Burton Road, Suite 201, Dover, DE 19904. The registered agent for NovaShip Fulfillment LLC in the State of Texas is Ashgrove Services Inc., 1999 Bryan Street, Suite 900, Dallas, TX 75201. NovaMart International Holdings Ltd. is registered in the Cayman Islands and maintains a registered office at Camberwell Group, P.O. Box 309, Ugland House, George Town, Grand Cayman, KY1-1104, Cayman Islands. Searches with respect to NovaMart International Holdings Ltd. were limited to U.S.-based filings and records, as this entity does not maintain operations in the United States and holds only NovaMart's international subsidiary interests.
Searches were conducted in each of the following jurisdictions, corresponding to states in which NovaMart or one or more of its subsidiaries is incorporated, headquartered, qualified to do business, or operates fulfillment center or distribution facilities:
1. Delaware — State of incorporation for NovaMart Global Inc., NovaMart Logistics Inc., and NovaMart Digital Services LLC.
2. Texas — Headquarters and principal place of business; state of organization for NovaShip Fulfillment LLC; one (1) fulfillment center located in San Antonio, TX.
3. California — Three (3) fulfillment centers located in City of Industry, CA (Los Angeles County); Fremont, CA (Alameda County); and West Sacramento, CA (Sacramento County).
4. New Jersey — Two (2) fulfillment centers located in Edison, NJ (Middlesex County) and Teterboro, NJ (Bergen County).
5. Georgia — Two (2) fulfillment centers located in Atlanta, GA (Fulton County) and Lithonia, GA (DeKalb County).
6. Ohio — One (1) fulfillment center located in Twinsburg, OH (Cuyahoga/Summit County).
7. Illinois — One (1) fulfillment center located in Romeoville, IL (Will County); county-level searches conducted in Cook County as NovaMart maintains a satellite office in downtown Chicago.
8. Pennsylvania — One (1) fulfillment center located in Upper Macungie Township, PA (Lehigh County); county-level searches also conducted in Philadelphia County as NovaMart Digital Services LLC maintains office space in Philadelphia.
9. Tennessee — One (1) fulfillment center located in Memphis, TN (Shelby County).
10. Florida — Two (2) fulfillment centers located in Hialeah, FL (Miami-Dade County) and Tampa, FL (Hillsborough County).
11. Washington — One (1) fulfillment center located in Kent, WA (King County).
12. Federal — U.S. District Courts (all relevant districts); U.S. Bankruptcy Courts (all relevant districts); U.S. Patent and Trademark Office ("USPTO"); and U.S. Copyright Office.
B. Types of Searches Conducted
The following categories of bring-down searches were conducted for each of the NovaMart Entities in each applicable jurisdiction:
1. Litigation Searches (State and Federal Courts). Searches of dockets and case filings in all relevant U.S. District Courts and state courts of general jurisdiction (and, where applicable, state courts of limited jurisdiction) in each of the jurisdictions identified above, to identify any actions, suits, proceedings, arbitrations, or governmental investigations filed by or against any NovaMart Entity since May 20, 2025.
2. UCC Financing Statement Searches. Searches of the Uniform Commercial Code filing records maintained by the Secretary of State in each relevant jurisdiction (and county-level UCC records where applicable, including Travis County, Texas) to identify all UCC-1 financing statements currently on file naming any NovaMart Entity as debtor, and to identify any new UCC filings recorded since May 20, 2025.
3. Federal Tax Lien Searches. Searches of records maintained by the appropriate filing offices in each relevant jurisdiction to identify any notices of federal tax liens filed by the Internal Revenue Service against any NovaMart Entity.
4. State and Local Tax Lien Searches. Searches of records maintained by the appropriate state and local filing offices in each relevant jurisdiction to identify any state or local tax liens filed against any NovaMart Entity, including Texas franchise tax lien searches with the Texas Comptroller of Public Accounts and Delaware franchise tax lien searches with the Delaware Division of Revenue.
5. Judgment and Judgment Lien Searches. Searches of judgment records in federal and state courts in each relevant jurisdiction to identify any outstanding judgments, judgment liens, or writs of execution against any NovaMart Entity.
6. Bankruptcy and Insolvency Searches. Searches of the records of the U.S. Bankruptcy Courts (via PACER and commercial search providers) in each relevant district to confirm that no voluntary or involuntary bankruptcy petitions have been filed by or against any NovaMart Entity.
7. Patent Status Checks. Searches of the USPTO Patent Application Information Retrieval (PAIR) system and the USPTO Patent Center to verify the current status of all patents and patent applications owned by or assigned to any NovaMart Entity, as identified in the intellectual Property Due Diligence Memorandum.
8. Trademark Status Checks. Searches of the USPTO Trademark Electronic Search System (TESS) and the Trademark Status and Document Retrieval (TSDR) system, as well as the trademark databases of applicable state trademark offices, to verify the current registration status of all trademarks and service marks owned by or applied for by any NovaMart Entity.
9. Copyright Status Checks. Searches of the U.S. Copyright Office online records to verify the current registration status of all copyrights registered by or on behalf of any NovaMart Entity.
10. Good Standing / Entity Status Verification. Orders and/or online verifications of certificates of good standing (or certificates of existence, as applicable) from the Secretary of State (or equivalent authority) in each of the eleven (11) states in which NovaMart or any of its subsidiaries is incorporated or qualified to do business.
C. Search Dates and Vendors
All searches were conducted with effective dates of October 13, 2025 through October 14, 2025. The searches were conducted by C&H's Mergers & Acquisitions paralegal team, led by Senior Paralegal Carolyn Mendez, utilizing the following resources:
• Penrose Software (a Westmark Partners LLC): UCC financing statement searches, federal and state tax lien searches, judgment searches, and good standing certificate orders in all jurisdictions.
• Strathmore Health IT / Court Analytics: Federal court litigation searches across all relevant U.S. District Courts.
• PACER (Public Access to Court Electronic Records): U.S. Bankruptcy Court searches and supplemental federal court docket verification.
• State court e-filing systems and commercial court search databases: State court litigation searches, including Odyssey (Texas), New York State Courts Electronic Filing System (as applicable), and jurisdiction-specific e-filing platforms.
• USPTO Patent Center and TESS/TSDR: Patent and trademark status verification searches.
• U.S. Copyright Office Online Records: Copyright registration status verification.
• WHOIS and domain registrar records: Domain name status verification for key NovaMart domains.
All search results have been reviewed and confirmed by the C&H paralegal team and the undersigned attorneys. Copies of all search reports, certificates, and printouts are attached hereto as Exhibits A through H and are incorporated herein by reference.
It is noted for the record that the prior pre-signing searches were run with effective dates in February 2025 through early May 2025. The searches described in this Certificate constitute the bring-down and update run and are intended to capture any filings, actions, or changes that may have occurred during the approximately five-month period between the date of the SPA (May 20, 2025) and the date hereof.
III. LITIGATION SEARCHES — RESULTS
A. Federal Court Searches
Federal court litigation searches were conducted in the following U.S. District Courts, each of which encompasses a jurisdiction in which NovaMart or one or more of its subsidiaries maintains operations, is incorporated, or is qualified to do business:
Results. The bring-down federal court litigation searches have revealed no new material actions, suits, claims, or proceedings filed against NovaMart Global Inc. or any of its subsidiaries in any U.S. District Court since the signing date of May 20, 2025. A comprehensive cross-reference was conducted against the matters identified and described in the Litigation and Regulatory Due Diligence Memorandum dated May 14, 2025.
With respect to matters previously identified in the pre-signing diligence, we note the following status updates:
(a) Greenfield Consumer Products LLC v. NovaMart Global Inc., Case No. 1:24-cv-03871 (W.D. Tex.). This breach of contract action, initially filed on November 6, 2024, relating to an alleged failure to meet minimum purchase commitments under a vendor supply agreement, remains pending. Since the signing date, the parties have completed document discovery and NovaMart filed a motion for summary judgment on August 22, 2025. Briefing on the motion is complete, and the court has not yet issued a ruling. NovaMart's outside litigation counsel, Whitmore & Barnes LLP, has advised that the amount in controversy is approximately $2,400,000, which falls well below the materiality threshold identified in the SPA (individual claims less than $5,000,000 were not required to be disclosed on Schedule 3.10). This matter was previously disclosed on Schedule 3.10 of the SPA Disclosure Schedules as a voluntary disclosure. No material change in the risk profile of this matter has occurred since signing.
(b) NovaMart Global Inc. v. PrimeFlow Technologies, Inc., Case No. 3:24-cv-01294 (N.D. Cal.). This patent infringement action, filed by NovaMart as plaintiff on August 15, 2024, asserting infringement of U.S. Patent No. 11,284,631 (relating to automated warehouse routing algorithms), remains pending. Since the signing date, PrimeFlow Technologies filed an answer and counterclaim for declaratory judgment of non-infringement and invalidity on June 14, 2025. A Markman hearing is scheduled for January 2026. This matter was previously identified in the intellectual Property Due Diligence Memorandum and disclosed on Schedule 3.12 of the SPA Disclosure Schedules. No material adverse change in the posture of this matter has occurred since signing.
(c) Rodriguez v. NovaMart Logistics Inc., Case No. 2:24-cv-05518 (C.D. Cal.). This wage-and-hour class action, filed on December 3, 2024, alleging violations of the California Labor Code and the Fair Labor Standards Act by NovaMart Logistics Inc. at its City of Industry fulfillment center, remains pending. Since the signing date, the court granted plaintiff's motion for conditional FLSA collective action certification on July 18, 2025, and a notice period is underway. As of the date hereof, approximately 187 individuals have opted into the FLSA collective. This matter was previously disclosed on Schedule 3.10 and Schedule 3.14 (Employment Matters) of the SPA Disclosure Schedules. NovaMart's employment litigation counsel, Castellano & Associates LLP, has estimated potential exposure in the range of $3,500,000 to $8,200,000, which represents an increase from the pre-signing estimated range of $2,000,000 to $5,500,000. While this increase is notable, the updated exposure remains below the individual materiality threshold for SPA representation purposes and, in our assessment, does not constitute a breach of any representation or warranty or give rise to a Material Adverse Effect.
Other than the matters described above, no changes in the status of previously identified federal court proceedings were identified.
B. State Court Searches
State court litigation searches were conducted in the following counties and state court systems, corresponding to NovaMart's offices, fulfillment centers, and operational locations:
Additionally, statewide searches were conducted through the centralized electronic filing and case management systems in each of the eleven (11) states where available.
Results. The bring-down state court litigation searches have revealed no new material state court actions, suits, claims, or proceedings filed against NovaMart Global Inc. or any of its subsidiaries since the signing date of May 20, 2025. We note the following status updates regarding previously identified matters:
(a) Hartwell Properties LLC v. NovaShip Fulfillment LLC, Cause No. D-1-GN-24-006812 (Travis County District Court, 126th Judicial District, Texas). This commercial lease dispute, arising from an alleged breach of maintenance obligations under the lease for NovaShip Fulfillment LLC's San Antonio distribution facility, remains pending. Since signing, the parties have engaged in court-ordered mediation, and a mediated settlement agreement was reached on September 3, 2025, providing for a one-time payment by NovaShip Fulfillment LLC of $385,000 in full satisfaction of all claims. The settlement payment was funded on September 19, 2025, and a joint motion for dismissal with prejudice was filed on September 25, 2025. An order of dismissal is expected to be entered by the court imminently. This matter is effectively resolved and presents no further risk.
(b) Wilson v. NovaMart Global Inc., Case No. 24-L-012847 (Cook County Circuit Court, Illinois). This personal injury slip-and-fall action, filed by a visitor to NovaMart's Chicago satellite office on October 22, 2024, alleging premises liability, remains pending. Since signing, no material developments have occurred. NovaMart's insurer, Kestrel Assurance, has assumed the defense under NovaMart's general commercial liability policy. The claimed damages are approximately $175,000, which is well within the policy limits and below any materiality threshold for SPA representation purposes. This matter was not required to be disclosed on the SPA Disclosure Schedules due to its de minimis nature.
No new material state court actions involving any NovaMart Entity were identified during the bring-down searches. All previously identified state court proceedings either remain in postures consistent with those described in the pre-signing Litigation and Regulatory Due Diligence Memorandum or have been resolved as described above.
C. Regulatory / Government Actions
Searches were conducted for any new government investigations, enforcement actions, subpoenas, civil investigative demands, or other regulatory proceedings involving any NovaMart Entity initiated by or pending before the following federal agencies and state authorities:
• Federal Trade Commission ("FTC")
• U.S. Department of Justice ("DOJ"), including the Antitrust Division
• U.S. Securities and Exchange Commission ("SEC")
• Internal Revenue Service ("IRS")
• Consumer Financial Protection Bureau ("CFPB")
• State Attorneys General in all eleven (11) states where NovaMart operates
The searches included review of publicly available enforcement action databases, FOIA logs (where available), and applicable state attorney general consumer protection and corporate enforcement dockets. The searches were cross-referenced against the pre-signing findings documented in the Litigation and Regulatory Due Diligence Memorandum.
Results. The bring-down regulatory searches have revealed no new material governmental investigations, enforcement actions, subpoenas, civil investigative demands, or regulatory proceedings involving any NovaMart Entity since the signing date of May 20, 2025. We note the following status updates with respect to previously identified matters:
(a) FTC Informal Consumer Protection Inquiry. As disclosed on Schedule 3.10 of the SPA Disclosure Schedules and described in detail in the Litigation and Regulatory Due Diligence Memorandum, the FTC's Bureau of Consumer Protection initiated an informal inquiry in January 2025 regarding NovaMart's advertising practices related to certain "green" and "eco-friendly" product claims on the NovaMart.com marketplace. NovaMart's regulatory counsel at Sabel & Ashford LLP has advised that NovaMart responded to the FTC's informal request for information on March 28, 2025, and that no further requests for information, subpoenas, or civil investigative demands have been issued by the FTC as of the date hereof. The inquiry remains open but does not appear to have progressed toward a formal enforcement proceeding. NovaMart's regulatory counsel has characterized the risk of a formal enforcement action as low, and we concur with that assessment based on publicly available information regarding the FTC's enforcement priorities and recent precedent in this area.
(b) California Attorney General Data Privacy Inquiry. As disclosed on Schedule 3.10 of the SPA Disclosure Schedules, the California Attorney General's Office sent a letter to NovaMart in December 2024 requesting information about NovaMart's compliance with the California Consumer Privacy Act ("CCPA") and the California Privacy Rights Act ("CPRA") with respect to consumer data collected through the NovaMart.com and NovaShip.com websites and mobile applications. NovaMart responded to the inquiry on February 15, 2025. No further correspondence or formal action has been received from the California Attorney General's Office as of the date hereof. This matter does not appear to have escalated since signing.
We have received no information from NovaMart's management or counsel suggesting that any NovaMart Entity has received any new governmental subpoena, civil investigative demand, formal or informal request for information, notice of investigation, or notice of violation from any federal or state governmental authority since the signing date. This assessment is based on the representations provided to us by NovaMart's legal department and outside counsel, as well as our independent public records searches.
For the avoidance of doubt, the HSR Act early termination notification was received on July 9, 2025, and the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired without any request for additional information or second request from either the FTC or the DOJ Antitrust Division. C&H's Antitrust practice group, led by Howard Bellamy, continues to monitor for any post-clearance developments through the Closing Date and has confirmed that no such developments have occurred.
IV. UCC AND LIEN SEARCHES — RESULTS
A. UCC Financing Statement Searches
UCC financing statement searches were conducted against each NovaMart Entity as debtor with the following filing offices:
(i) Delaware Secretary of State, Division of Corporations, UCC Filing Section. This is the primary UCC filing office for NovaMart Global Inc., NovaMart Logistics Inc., and NovaMart Digital Services LLC, each of which is organized under the laws of Delaware. Pursuant to Article 9 of the Uniform Commercial Code, the state of organization of a registered entity is the proper jurisdiction for the filing of UCC-1 financing statements with respect to most categories of personal property collateral.
(ii) Texas Secretary of State, UCC Section, and Travis County Clerk's Office. NovaShip Fulfillment LLC is organized under the laws of Texas. Additionally, Travis County-level UCC searches were conducted because NovaMart's headquarters is located in Travis County, Texas.
(iii) County-level UCC searches were conducted in selected counties where NovaMart operates fulfillment centers and maintains significant personal property assets, to the extent that such county-level filings are maintained in the relevant jurisdictions.
Results. The bring-down UCC searches identified the following UCC-1 financing statements currently on file against the NovaMart Entities:
1. Ashford Savings Bank, N.A. — Revolving Credit Facility
This UCC-1 filing corresponds to the security interest granted by NovaMart to Ashford Savings Bank, N.A. ("Ashford"), as administrative agent, under NovaMart's existing $150,000,000 revolving credit facility (the "Ashford Credit Facility"), dated as of September 14, 2022, as amended. This lien was previously identified in the UCC and Lien Search Report dated May 6, 2025, and is disclosed on Schedule 3.6 (Indebtedness) and Schedule 3.7 (Liens) of the SPA Disclosure Schedules.
Pursuant to Section 2.4(b) of the SPA and the Payoff Letter and Lien Release Agreement dated October 10, 2025 (the "Payoff Letter"), the outstanding principal balance under the Ashford Credit Facility (estimated at approximately $143,200,000 as of October 14, 2025, plus accrued and unpaid interest and fees through the Closing Date) will be repaid in full at Closing from the Purchase Price, and Ashford has agreed to deliver UCC-3 termination statements, intellectual property lien releases, and other applicable release documentation upon receipt of the payoff amount. The UCC-3 termination statement to be filed with the Delaware Secretary of State (and any corresponding filings in other jurisdictions) is expected to be delivered by Ashford to the Closing escrow or directly to C&H at or immediately following Closing. We have reviewed the Payoff Letter in form and substance and confirm that it provides for the unconditional release and termination of all liens, security interests, and encumbrances held by Ashford upon receipt of the payoff amount.
2. Meridian Equipment Finance Corp. — Equipment Lease
This UCC-1 filing corresponds to an equipment lease financing arrangement between NovaMart Logistics Inc. and Meridian Equipment Finance Corp. for automated conveyor and sorting systems installed at NovaMart's fulfillment centers. This filing was previously identified in the UCC and Lien Search Report and is disclosed on Schedule 3.6 and Schedule 3.7 of the SPA Disclosure Schedules. The underlying equipment lease has a remaining term through June 2027 and requires monthly payments of approximately $187,500. This is a Permitted Lien under SPA Section 1.1 and is consistent with the Disclosure Schedules. No amendments or changes to this filing have been recorded since the signing date.
3. No New UCC Filings Since Signing Date
Other than the two UCC-1 financing statements described above, both of which were previously identified during the pre-signing diligence period and are reflected in the SPA Disclosure Schedules, the bring-down UCC searches have revealed no new UCC-1 financing statements, UCC-3 amendments, or other UCC filings recorded against any NovaMart Entity since May 20, 2025. No unexpected liens, security interests, or encumbrances have been identified. This result is consistent with NovaMart's covenant under SPA Section 5.1(b)(iv) not to grant or permit any liens on its assets during the pre-closing period other than Permitted Liens.
B. Federal Tax Lien Searches
Federal tax lien searches were conducted in all eleven (11) states where NovaMart operates, including searches of the records maintained by the following filing offices:
• Delaware Secretary of State / New Castle County Recorder of Deeds (state of incorporation)
• Travis County Clerk's Office, Texas (headquarters)
• Applicable county recorder or clerk offices in each fulfillment center state
• IRS lien filing records (via Penrose Software)
Results. The bring-down federal tax lien searches have revealed no notices of federal tax liens filed by the Internal Revenue Service against NovaMart Global Inc. (EIN: 84-3291547) or any of its subsidiaries in any jurisdiction. NovaMart's estimated federal income tax liability for its fiscal year ended December 31, 2024, was approximately $23,800,000, which was timely paid based on estimated tax payment records reviewed during the pre-signing tax due diligence and confirmed by NovaMart's Chief Financial Officer in a management representation letter dated October 11, 2025. No evidence of federal tax delinquency or pending IRS collection activity has been identified.
C. State and Local Tax Lien Searches
State and local tax lien searches were conducted in all eleven (11) states where NovaMart has operations or tax nexus, including the following specific searches:
• Texas: Texas Comptroller of Public Accounts franchise tax lien search; Travis County and Bexar County tax lien searches.
• Delaware: Delaware Division of Revenue franchise tax lien search; New Castle County tax lien search.
• California: Franchise Tax Board lien search; county tax lien searches in Los Angeles, Alameda, and Sacramento Counties.
• New Jersey: Division of Taxation lien search; Middlesex and Bergen County tax lien searches.
• Georgia: Department of Revenue lien search; Fulton and DeKalb County tax lien searches.
• Ohio: Department of Taxation lien search; Cuyahoga County tax lien search.
• Illinois: Department of Revenue lien search; Cook and Will County tax lien searches.
• Pennsylvania: Department of Revenue lien search; Philadelphia and Lehigh County tax lien searches.
• Tennessee: Department of Revenue lien search; Shelby County tax lien search.
• Florida: Department of Revenue lien search; Miami-Dade and Hillsborough County tax lien searches.
• Washington: Department of Revenue lien search; King County tax lien search.
Results. The bring-down state and local tax lien searches have revealed no state or local tax liens filed against NovaMart Global Inc. or any of its subsidiaries in any jurisdiction. NovaMart's Delaware franchise tax filings and Texas franchise tax filings are confirmed current based on the good standing verifications described in Section VII below and the management representation letter referenced above. No exceptions were identified.
V. JUDGMENT AND BANKRUPTCY SEARCHES — RESULTS
A. Judgment Searches
Federal and state judgment searches were conducted in all relevant jurisdictions identified in Section II.A above, covering all NovaMart Entities. The searches encompassed records of judgments, judgment liens, writs of execution, and similar court-ordered financial obligations.
Results. The bring-down judgment searches have revealed no outstanding judgments, judgment liens, writs of execution, or similar court-ordered financial obligations against NovaMart Global Inc. or any of its subsidiaries in any federal or state jurisdiction. This result is consistent with the pre-signing findings documented in the Litigation and Regulatory Due Diligence Memorandum.
We note that the Hartwell Properties LLC v. NovaShip Fulfillment LLC matter described in Section III.B above was resolved through a mediated settlement and did not result in the entry of any judgment. No other previously identified litigation matters have progressed to the entry of a judgment against any NovaMart Entity. The pending matters described in Sections III.A and III.B above remain in pre-trial phases and no judgments are expected prior to Closing.
B. Bankruptcy Searches
Bankruptcy and insolvency searches were conducted through the PACER system for all relevant U.S. Bankruptcy Court districts, covering each NovaMart Entity. The searches included checks for both voluntary and involuntary bankruptcy petitions, as well as any assignments for the benefit of creditors or similar state-law insolvency proceedings.
Results. The bring-down bankruptcy searches have confirmed that no voluntary or involuntary bankruptcy petitions have been filed by or against NovaMart Global Inc. or any of its subsidiaries in any U.S. Bankruptcy Court. No assignments for the benefit of creditors, receivership proceedings, or other insolvency-related filings have been identified. NovaMart remains solvent, and no insolvency proceedings of any nature have been commenced against any NovaMart Entity. This result is consistent with the representations made by NovaMart in SPA Section 3.5 (Financial Statements; No Undisclosed Liabilities) and the financial condition of the Company as reflected in the most recent quarterly financial statements delivered to Cascade pursuant to SPA Section 5.3.
VI. INTELLECTUAL PROPERTY STATUS CHECKS — RESULTS
A. Patent Status
USPTO patent status checks were conducted for all patents and patent applications owned by or assigned to NovaMart Global Inc. and its subsidiaries, as identified in the intellectual Property Due Diligence Memorandum dated May 10, 2025, and on Schedule 3.12(a) of the SPA Disclosure Schedules. NovaMart's patent portfolio consists of fourteen (14) issued U.S. utility patents and five (5) pending U.S. patent applications, primarily relating to automated fulfillment and logistics technology, warehouse routing algorithms, and e-commerce platform functionality.
Results.
(a) Active / Issued Patents. All fourteen (14) issued U.S. patents owned by or assigned to NovaMart Entities remain in active, issued status as of the date hereof. No patents have expired, lapsed, or been abandoned since the signing date. Maintenance fees for all issued patents are current. We note that U.S. Patent No. 10,891,247 (relating to predictive inventory management systems) has a maintenance fee window opening on February 14, 2026 (11.5-year maintenance fee). This upcoming deadline has been flagged for post-closing attention by Cascade's intellectual property team.
(b) Pending Applications. All five (5) pending patent applications remain pending before the USPTO. One application (U.S. Patent App. No. 17/934,281, relating to drone-assisted last-mile delivery systems) received an Office Action on August 19, 2025, to which a response was filed by NovaMart's patent prosecution counsel on October 7, 2025. The response included narrowing amendments to certain claims. No final rejections have been issued.
(c) Infringement Actions. No new patent infringement actions have been filed against any NovaMart Entity since the signing date. The affirmative patent infringement action filed by NovaMart (NovaMart Global Inc. v. PrimeFlow Technologies, Inc.) is described in Section III.A above and remains pending.
(d) Assignments. No assignments of any NovaMart patents or patent applications have been recorded with the USPTO since the signing date other than as contemplated by the transaction. No third-party assignments purporting to affect NovaMart's patent rights have been identified.
B. Trademark Status
USPTO trademark status checks were conducted for all registered trademarks and pending trademark applications owned by or applied for by NovaMart Global Inc. and its subsidiaries, as identified in the intellectual Property Due Diligence Memorandum and on Schedule 3.12(b) of the SPA Disclosure Schedules. NovaMart's trademark portfolio includes the following principal registrations:
In addition, state trademark registrations were checked in Texas, California, and New York (where supplemental state registrations were identified in the pre-signing diligence).
Results.
(a) Active Registrations. All five (5) issued trademark registrations remain active and in good standing. No cancellation proceedings, opposition proceedings, or petitions to cancel have been initiated against any NovaMart trademark registration since the signing date. All required Section 8 and Section 15 affidavits and declarations of continued use are current.
(b) Pending Application. The pending application for NOVAMART PRIME DELIVERY (App. No. 97/841,209) was published for opposition on September 16, 2025. The opposition period expires on October 16, 2025. As of the date hereof, no oppositions have been filed. We will continue to monitor this application through and after Closing.
(c) Third-Party Filings. Our trademark search did not identify any new third-party trademark applications or registrations filed since May 20, 2025, that would create a likelihood of confusion with or otherwise conflict with any NovaMart marks. We note that the previously identified third-party application for "NOVA MART SUPPLY" (App. No. 97/612,084), which was flagged in the intellectual Property Due Diligence Memorandum as a potential watch item, was abandoned by the applicant on July 29, 2025, and no longer poses a risk.
(d) Assignments and Changes of Ownership. No assignments or changes of ownership have been recorded with the USPTO or any state trademark office with respect to any NovaMart trademarks since the signing date, other than as contemplated by the transaction.
C. Copyright Status
U.S. Copyright Office records checks were conducted for all registered copyrights owned by NovaMart Global Inc. and its subsidiaries. NovaMart's copyright portfolio includes registrations for its proprietary e-commerce platform software (including source code and object code), marketing materials, website content, and user interface designs, totaling eleven (11) active copyright registrations as identified on Schedule 3.12(c) of the SPA Disclosure Schedules.
Results. All eleven (11) registered copyrights remain in active status. No adverse claims, cancellations, or transfers have been recorded with the U.S. Copyright Office since the signing date. No new copyright infringement actions involving any NovaMart Entity have been identified. This result is consistent with the pre-signing findings.
D. Domain Name Status
Verification checks were conducted for the following key domain names owned by NovaMart Global Inc.:
Results. All key domain names remain actively registered, with registrant information unchanged since the pre-signing diligence. No domain name registrations have lapsed, and all auto-renew features remain enabled. WHOIS verification printouts are attached hereto as Exhibit H. The domain name portfolio is consistent with Schedule 3.12(d) of the SPA Disclosure Schedules.
VII. GOOD STANDING / ENTITY STATUS VERIFICATION
Certificates of good standing (or certificates of existence, as applicable based on the terminology used by each Secretary of State) have been obtained or ordered for NovaMart Global Inc. and each of its domestic subsidiaries from the Secretary of State (or equivalent authority) in each jurisdiction of organization and each jurisdiction in which such entity is qualified to do business. The results are summarized below:
Results. NovaMart Global Inc. and all of its domestic subsidiaries are confirmed to be in good standing (or the equivalent active status) in each jurisdiction of organization and each jurisdiction of foreign qualification as of the dates set forth in the table above. No exceptions have been identified. Delaware franchise tax filings for NovaMart Global Inc., NovaMart Logistics Inc., and NovaMart Digital Services LLC are current as reflected by the issuance of Delaware good standing certificates. Texas franchise tax filings for NovaMart Global Inc. and NovaShip Fulfillment LLC are current as reflected by the issuance of Texas good standing certificates. Copies of all good standing certificates obtained are attached hereto as Exhibit F.
These results are consistent with the representations made by NovaMart in SPA Section 3.1 (Organization, Good Standing, and Qualification) and the information set forth in the Corporate Due Diligence Memorandum.
VIII. SUMMARY OF CHANGES SINCE SIGNING DATE (MAY 20, 2025)
The following table provides a consolidated summary of the bring-down search results described in Sections III through VII above:
Overall Assessment. Based on the bring-down searches conducted as of October 13–14, 2025, and summarized in this Certificate, the bring-down due diligence has not revealed any material changes to the diligence findings reported in the pre-signing memoranda delivered to Cascade and its Board of Directors in May 2025. The one notable development — the increase in estimated exposure in the Rodriguez v. NovaMart Logistics Inc. wage-and-hour class action from an estimated range of $2,000,000–$5,500,000 to $3,500,000–$8,200,000 — has been analyzed and, in our assessment, does not constitute a breach of any representation or warranty in the SPA, does not give rise to a Material Adverse Effect, and falls within the scope of matters previously disclosed on the SPA Disclosure Schedules. This matter is also within the coverage scope of the representations and warranties insurance policy (discussed further in Section IX below).
No other exceptions or items requiring further analysis, disclosure, or action have been identified.
IX. IMPLICATIONS FOR CLOSING CONDITIONS
Based on the results of the bring-down due diligence searches and status checks described in this Certificate, and subject to the limitations and qualifications set forth in Section X below, we believe that the bring-down results support Cascade's conclusion that the following conditions to Closing under Article VII of the SPA have been, or are expected to be, satisfied:
1. Accuracy of Representations and Warranties (SPA Section 7.2(a)).
The bring-down searches have not identified any facts or circumstances that would, in our assessment, cause the representations and warranties of NovaMart or the Selling Stockholders set forth in the SPA to be inaccurate in any material respect (or, where qualified by materiality or Material Adverse Effect qualifiers, in any respect) as of the Closing Date. We note that this assessment is based on our independent searches and does not substitute for the bring-down certificate to be delivered by an executive officer of NovaMart at Closing (the "Officer's Certificate"), which is a separate condition to Closing under SPA Section 7.2(c). Cascade should ensure that the Officer's Certificate is delivered at Closing in form and substance satisfactory to Cascade and its counsel, confirming the accuracy of NovaMart's representations and warranties as of the Closing Date.
2. No Material Adverse Effect (SPA Section 7.2(b)).
The bring-down searches have not revealed any events, facts, changes, or circumstances that, individually or in the aggregate, would reasonably be expected to constitute or result in a Material Adverse Effect (as defined in SPA Section 1.1) on NovaMart or any of its subsidiaries since the date of the SPA. The business operations of the NovaMart Entities appear to have continued in the ordinary course consistent with past practice during the pre-closing period, and no material legal, regulatory, financial, or operational developments have been identified that would alter the diligence conclusions reached in the pre-signing memoranda.
3. No Governmental Order or Proceeding (SPA Section 7.1(b)).
The bring-down searches have confirmed that no governmental order, injunction, decree, restraining order, or similar order issued by any court or governmental authority is in effect that would prevent, restrain, enjoin, or prohibit the consummation of the transactions contemplated by the SPA. No litigation or regulatory proceeding challenging or seeking to prohibit the transaction has been commenced or, to our knowledge, threatened. As noted in Section III.C above, the HSR Act waiting period has expired without any challenge from the FTC or DOJ.
4. Lien Release and Payoff (SPA Section 7.2(f)).
The UCC searches confirm the existence of the two previously identified UCC-1 financing statements, both of which are consistent with the SPA Disclosure Schedules. The Ashford Savings Bank, N.A. UCC-1 filing (Filing No. 2022-4718392) will be terminated upon Closing through the delivery of UCC-3 termination statements and other lien release documentation pursuant to the Payoff Letter. The estimated payoff amount under the Ashford Credit Facility is approximately $143,200,000 in outstanding principal, plus accrued and unpaid interest through the Closing Date (estimated at approximately $1,870,000 based on the current SOFR-based interest rate of approximately 6.20% per annum applied to the outstanding balance), for a total estimated payoff of approximately $145,070,000. The Payoff Letter has been executed by Ashford and is in form and substance satisfactory to C&H. We expect the UCC-3 termination statements to be filed within three (3) business days following Closing in accordance with the Payoff Letter.
The Meridian Equipment Finance Corp. UCC-1 filing (Filing No. 2023-6291084) relates to a Permitted Lien and will survive the Closing. This is consistent with the parties' understanding as reflected in the SPA.
5. Change of Control Consents.
We note that the approximately thirty-four (34) material contracts requiring change of control or assignment consents in connection with the transaction are being tracked separately by C&H and Cascade's Corporate Development team via the Change of Control Consent Tracker. As of the date hereof, consents have been received for twenty-nine (29) of the thirty-four (34) identified contracts. The five (5) remaining consents relate to vendor agreements with estimated aggregate annual value of approximately $14,700,000 and are expected to be received on or before the Closing Date. In the event that one or more consents are not received by Closing, the parties have agreed to address such matters through the post-closing cooperation provisions set forth in SPA Section 5.10. The absence of one or more of these consents is not expected to prevent Closing, provided that the conditions set forth in SPA Section 7.2(d) (which requires receipt of consents from contracts generating in excess of $25,000,000 in annual revenue) remain satisfied.
6. Representations and Warranties Insurance.
For reference, Cascade has procured a representations and warranties insurance policy (the "R&W Policy") issued by Meridian Specialty Insurance Company, Policy No. MSI-RWI-2025-07832, providing a limit of liability of $216,000,000 (representing 18% of the Purchase Price), subject to a retention of $12,000,000 (the "Retention"). The R&W Policy is a buy-side policy that provides coverage for losses arising from breaches of the representations and warranties made by NovaMart and the Selling Stockholders in the SPA, subject to the terms, conditions, and exclusions set forth therein. The R&W Policy supplements the indemnification provisions of SPA Article VIII, which provide for an 18% indemnification cap ($216,000,000) and a twenty-four (24) month survival period for general representations and warranties (with longer survival periods for Fundamental Representations, tax representations, and certain other specified representations). The bring-down search results described in this Certificate have been shared with Meridian Specialty Insurance Company's underwriting counsel, and no issues have been raised that would affect the binding or effectiveness of the R&W Policy at Closing.
X. LIMITATIONS AND QUALIFICATIONS
This Certificate and the bring-down due diligence searches described herein are subject to the following limitations and qualifications, which should be carefully considered in evaluating the search results:
1. Public Records Limitation. The searches conducted in connection with this Certificate are limited to publicly available records and databases maintained by courts, governmental agencies, the USPTO, the U.S. Copyright Office, and commercial search providers. Private or sealed proceedings, confidential settlements, non-public governmental investigations, and records that have not been made publicly available may not appear in the search results. Similarly, arbitration proceedings conducted under private arbitration rules (e.g., AAA, JAMS, or ICC) are generally not reflected in public court records unless a petition to confirm or vacate an arbitration award has been filed.
2. Indexing and Filing Lag. There is an inherent lag time between the filing or recording of documents with courts and governmental agencies and the indexing of such documents in searchable databases. This lag time varies by jurisdiction and agency but typically ranges from one (1) to five (5) business days, and in some jurisdictions may be longer. Accordingly, filings made within the several days immediately preceding the effective dates of the searches (October 13–14, 2025) may not yet appear in the search results. C&H has taken steps to mitigate this risk by utilizing expedited search services and conducting multiple searches across overlapping time periods, but cannot guarantee that all recently filed documents have been captured.
3. No Substitute for SPA Representations and Warranties. The searches described in this Certificate are intended to supplement, and do not substitute for, the representations and warranties made by NovaMart and the Selling Stockholders in the SPA or the Officer's Certificate to be delivered by an executive officer of NovaMart at Closing pursuant to SPA Section 7.2(c). The representations and warranties in the SPA constitute binding contractual commitments of NovaMart and the Selling Stockholders, breach of which is subject to the indemnification provisions of SPA Article VIII and the R&W Policy. The search results provide an independent, public-records-based confirmation of certain facts addressed by the SPA representations and warranties, but are not a comprehensive verification of all matters covered by such representations and warranties.
4. Reliance on Commercial Search Vendors. Certain of the searches described herein were conducted by or with the assistance of Penrose Software (a Westmark Partners LLC) and other commercial search vendors retained by C&H. C&H has relied on these vendors' representations regarding the scope and thoroughness of their searches and has not independently verified the completeness or accuracy of the databases maintained by governmental agencies or utilized by such vendors. C&H has selected vendors that it believes to be reputable and reliable based on the Firm's extensive experience utilizing such vendors in comparable transactions, but does not guarantee the accuracy or completeness of vendor-provided results.
5. Jurisdictional Scope. The searches were conducted in the jurisdictions identified in Section II.A above, which represent all jurisdictions in which NovaMart or its domestic subsidiaries is incorporated, qualified to do business, or known to maintain offices or facilities. To the extent that NovaMart or any of its subsidiaries has assets, operations, or activities in jurisdictions not covered by the searches (including, without limitation, foreign jurisdictions), such jurisdictions were not searched, and liens, judgments, or other encumbrances recorded in such jurisdictions would not be captured. NovaMart International Holdings Ltd., a Cayman Islands entity, was searched only against U.S. records.
6. Attorney-Client Privilege and Work Product. This Certificate is provided for the internal use of Cascade Retail Holdings Inc. in connection with the transaction and is subject to the attorney-client privilege and the attorney work product doctrine. This Certificate is not intended for distribution to, or reliance by, any third party without the prior written consent of C&H and Cascade. Distribution of this Certificate to third parties may result in a waiver of applicable privileges.
7. No Opinion. This Certificate does not constitute a legal opinion of Calderwood & Harkness LLP. The statements, analyses, and conclusions set forth herein represent the professional assessment of the undersigned attorneys based on the search results obtained and are subject to the limitations described herein.