[sheet: Cover]
| Field | Value |
| Document Title | Estimated Closing Statement and Working Capital Calculation (Draft) |
| Transaction | Acquisition of 100% of the outstanding capital stock of NovaMart Global Inc. by Cascade Retail Holdings Inc. |
| Purchase Price | $1,200,000,000 |
| Governing Agreement | Stock Purchase Agreement dated May 20, 2025 (the "SPA") |
| Working Capital Target (per SPA) | $78,500,000 |
| Working Capital Collar | +/- $5,000,000 |
| Anticipated Closing Date | October 15, 2025 |
| Prepared By | Calderwood & Harkness LLP in coordination with Whitmore & Paige LLP |
| C&H Contact | Derek Okonkwo, Lead Associate, M&A — Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, NY 10022 |
| W&P Contact | Sandra Chiu, Engagement Partner — Whitmore & Paige LLP, 100 Federal Street, Suite 2500, Boston, MA 02110 |
| Buyer | Cascade Retail Holdings Inc. (Nasdaq: CRHI), 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119 |
| Target | NovaMart Global Inc. (EIN: 84-3291547), 1100 Congress Avenue, Suite 800, Austin, TX 78701 |
| Stockholder Representative | Ridgeline Equity Partners, LP (Franklin Osei, Managing Partner), 200 Park Avenue South, 14th Floor, New York, NY 10003 |
| Draft Date | September 2025 (Preliminary — Subject to Update at Closing) |
| Confidentiality | CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED |
| Basis of Preparation | Prepared in accordance with the Working Capital Methodology Agreement (Exhibit E to SPA) using NovaMart's historical accounting policies applied on a basis consistent with FY2024 audited financial statements |
| Note | This is a draft estimated closing statement. A final closing statement will be prepared within 90 days after the Closing Date, and the parties will have the dispute resolution rights set forth in SPA Section 2.06. |
[sheet: Estimated Closing Statement]
| Line Item | Reference | Amount ($) |
| Aggregate Purchase Price | SPA Section 2.01 | 1,200,000,000 |
| Less: Escrow Deposit (8% of Purchase Price) | SPA Section 2.03; Escrow Agreement with Marlowe Asset Management Trust Company, N.A. | -96,000,000 |
| Purchase Price Net of Escrow | 1,104,000,000 | |
| Estimated Net Working Capital (see NWC Detail tab) | SPA Section 2.06; Working Capital Methodology Agreement | 80,200,000 |
| Working Capital Target | SPA Section 2.06 | 78,500,000 |
| Estimated Working Capital Surplus / (Deficit) | 1,700,000 | |
| Working Capital Collar — Upper Threshold | 83,500,000 | |
| Working Capital Collar — Lower Threshold | 73,500,000 | |
| Estimated NWC Within Collar? (Y/N) | If within collar, no adjustment applies | Yes |
| Working Capital Adjustment Amount | No adjustment — estimated NWC of $80,200,000 falls within the $5,000,000 collar ($73,500,000 to $83,500,000) | 0 |
| Estimated Net Cash Consideration to Selling Stockholders at Closing | 1,104,000,000 | |
| Plus: Working Capital Adjustment (if any) | 0 | |
| Total Estimated Payment to Selling Stockholders at Closing | 1,104,000,000 | |
| Escrow Amount Held by Marlowe Asset Management Trust Company, N.A. | Release: 24 months post-Closing, if no pending indemnification claims | 96,000,000 |
| Memo: Indemnification Cap (18% of Purchase Price) | SPA Article IX | 216,000,000 |
| Memo: R&W Insurance Policy Limit (Meridian Specialty Insurance Co.) | Policy No. MSI-RWI-2025-07832 | 216,000,000 |
| Memo: R&W Insurance Retention (Self-Insured) | 12,000,000 | |
| Memo: Termination Fee — Reverse (payable by Cascade) | SPA Section 8.03(a) | 30,000,000 |
| Memo: Termination Fee — Forward (payable by Sellers) | SPA Section 8.03(b) | 30,000,000 |
[sheet: NWC Detail — Current Assets]
Line Item
CURRENT ASSETS
| Cash and Cash Equivalents | 1010 | 42,500,000 | 38,700,000 | Excluded from NWC per Working Capital Methodology Agreement — shown for reference only |
| Accounts Receivable — Trade (net of allowance for doubtful accounts) | 1100 | 48,300,000 | 45,600,000 | Includes marketplace take-rate receivables, advertising revenue receivables, and logistics services receivables; allowance for doubtful accounts of $2.1M estimated |
| Accounts Receivable — Seller Settlements | 1110 | 12,800,000 | 11,400,000 | Amounts owed from marketplace sellers for chargebacks and adjustments |
| Prepaid Expenses | 1200 | 6,900,000 | 7,200,000 | Includes prepaid software licenses, prepaid insurance, prepaid rent |
| Inventory — Fulfillment Supplies | 1300 | 3,400,000 | 3,100,000 | Packaging materials, shipping supplies across 14 fulfillment centers |
| Deferred Transaction Costs — Current Portion | 1350 | 0 | 0 | Excluded per Working Capital Methodology Agreement |
| Other Current Assets | 1400 | 4,200,000 | 3,800,000 | Employee advances, security deposits (current portion), other miscellaneous |
| Income Tax Receivable | 1500 | 1,800,000 | 0 | Estimated federal/state income tax overpayments; included per Working Capital Methodology Agreement |
| Restricted Cash — Current | 1550 | 0 | 0 | Excluded from NWC per Working Capital Methodology Agreement |
| Total Estimated Current Assets (Included in NWC) | 77,400,000 | 71,100,000 | Excludes Cash and Cash Equivalents, Deferred Transaction Costs, and Restricted Cash per methodology | |
| Total Estimated Current Assets (Including Excluded Items) | 119,900,000 | 109,800,000 | For reference only |
[sheet: NWC Detail — Current Liabilitie]
Line Item
CURRENT LIABILITIES (Included in NWC)
| Accounts Payable — Trade | 2010 | 18,400,000 | 17,200,000 | Amounts owed to vendors, logistics partners (incl. Redline Freight Corp.), cloud services (Pinnacle Cloud Solutions Inc.), etc. |
| Accounts Payable — Seller Payouts | 2020 | 22,600,000 | 20,800,000 | Amounts owed to marketplace sellers for completed transactions pending settlement via PayStream Financial Technologies Inc. |
| Accrued Compensation and Benefits | 2100 | 9,800,000 | 11,500,000 | Salaries, wages, bonuses, payroll taxes, and benefits for ~2,400 employees; excludes retention pool (treated separately) |
| Accrued Expenses — General | 2200 | 4,300,000 | 4,100,000 | Accrued professional fees, utilities, fulfillment center operating expenses |
| Deferred Revenue — Current Portion | 2300 | 8,200,000 | 7,800,000 | Prepaid advertising commitments (Stratton Digital Media Inc. revenue share), annual seller subscription fees, and logistics services deposits |
| Sales Tax Payable | 2400 | 3,100,000 | 2,900,000 | State sales tax obligations across nexus states (CA, NJ, GA, OH, IL, PA, TN, FL, WA) |
| Accrued Income Taxes — Current | 2500 | 3,400,000 | 4,200,000 | Estimated federal and state income tax payable as of closing; NovaMart FY2024 federal tax liability was $23,800,000 |
| Current Portion of Operating Lease Liabilities | 2600 | 5,100,000 | 4,800,000 | Current portion of lease obligations for Austin HQ (Congress Tower Partners LP) and 14 fulfillment centers |
| Other Current Liabilities | 2700 | 2,300,000 | 2,000,000 | Customer refund reserves, warranty accruals, miscellaneous |
CURRENT LIABILITIES (Excluded from NWC — for reference)
| Current Portion of Existing Revolving Credit Facility — Ashford Savings Bank, N.A. | 2800 | 0 | 0 | Existing $150M revolver to be repaid in full and terminated at closing; excluded from NWC per methodology (est. payoff ~$143.2M) |
| Accrued Transaction Expenses (Seller Side) | 2810 | 0 | 0 | Excluded per Working Capital Methodology Agreement |
| Retention Pool Accrual (50% at closing) | 2820 | 0 | 0 | The $9,000,000 closing tranche of the $18,000,000 retention pool — excluded per Working Capital Methodology Agreement |
| Current Portion of Long-Term Debt | 2830 | 0 | 0 | No long-term debt other than revolver (being repaid) |
| Total Estimated Current Liabilities (Included in NWC) | -77,200,000 | -75,300,000 | Negative sign convention for liabilities in NWC calculation | |
| Total Estimated Current Liabilities (Including Excluded Items) | -77,200,000 | -75,300,000 | Equal since excluded items are $0 for NWC purposes |
[sheet: NWC Summary]
Description
ESTIMATED NET WORKING CAPITAL CALCULATION
| Total Estimated Current Assets (Included in NWC) | NWC Detail — Current Assets tab | 77,400,000 |
| Total Estimated Current Liabilities (Included in NWC) | NWC Detail — Current Liabilities tab | -77,200,000 |
| Estimated Net Working Capital as of October 15, 2025 (A) | 200,000 | |
| Working Capital Target (B) | SPA Section 2.06 | 78,500,000 |
| Estimated NWC Variance (A minus B) | -78,300,000 |
COLLAR ANALYSIS
| Working Capital Target | 78,500,000 |
| Collar Amount (per SPA) | 5,000,000 |
| Upper Threshold (Target + $5,000,000) | 83,500,000 |
| Lower Threshold (Target - $5,000,000) | 73,500,000 |
| Is Estimated NWC ≥ Lower Threshold ($73,500,000)? | No |
| Is Estimated NWC ≤ Upper Threshold ($83,500,000)? | Yes |
| Estimated NWC falls within collar? | No — Below lower threshold |
WORKING CAPITAL ADJUSTMENT DETERMINATION
Since Estimated NWC ($200,000) is below the Lower Threshold ($73,500,000):
| Estimated Downward Adjustment = Lower Threshold - Estimated NWC | -73,300,000 |
| Adjustment payable by Selling Stockholders to Cascade | 73,300,000 |
NOTE: The above figures are preliminary estimates based on management projections and are subject to revision based on actual NovaMart financial data as of the Closing Date. A final closing statement will be prepared post-closing per SPA Section 2.06.
IMPORTANT CAVEAT: The working capital line items in this draft are based on NovaMart management's preliminary estimates provided in September 2025 and have not yet been subject to audit-level verification by Whitmore & Paige LLP. Actual closing date NWC may differ materially.
[sheet: Alternate NWC Scenario]
| Scenario | Estimated Current Assets ($) | Estimated Current Liabilities ($) | Estimated NWC ($) | Variance to Target ($) | Within Collar? | Adjustment Amount ($) | Direction |
| Base Case (per NWC Detail tabs) | 77,400,000 | 77,200,000 | 200,000 | -78,300,000 | No — Below | -73,300,000 | Sellers pay Cascade $73,300,000 |
| Management upside Case | 87,500,000 | 77,200,000 | 10,300,000 | -68,200,000 | No — Below | -63,200,000 | Sellers pay Cascade $63,200,000 |
| Optimistic Case (within collar) | 86,200,000 | 7,800,000 | 78,400,000 | -100,000 | Yes | 0 | No adjustment |
| Target Case | 86,300,000 | 7,800,000 | 78,500,000 | 0 | Yes | 0 | No adjustment |
| Above Collar Case | 97,000,000 | 7,800,000 | 89,200,000 | 10,700,000 | No — Above | 5,700,000 | Cascade pays Sellers $5,700,000 |