STOCK POWER
NovaMart Global Inc.
(Form for Selling Stockholders)
FOR VALUE RECEIVED, the undersigned hereby irrevocably sells, assigns, and transfers the shares of capital stock described herein to Cascade Retail Holdings Inc., a Delaware corporation, in accordance with and pursuant to that certain Stock Purchase Agreement, dated as of May 20, 2025 (the "Stock Purchase Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Buyer"), NovaMart Global Inc., a Delaware corporation (the "Company"), and the Selling Stockholders party thereto (each, a "Selling Stockholder" and collectively, the "Selling Stockholders").
Name of Selling Stockholder: [Insert Name of Selling Stockholder]
Address of Selling Stockholder: [Insert Address of Selling Stockholder]
1. Assignment and Transfer
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto:
Cascade Retail Holdings Inc. a Delaware corporation 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119 EIN: 91-2847653
the following shares of capital stock of NovaMart Global Inc., a Delaware corporation (EIN: 84-3291547):
Number of Shares: [Insert Number of Shares]
Class / Series of Stock: shares of common stock, par value $[_] per share (or such other class or series of capital stock as may be applicable, as set forth on the Schedule of Shares attached hereto as Annex A, if any)
Certificate Number(s): [Insert Certificate Number(s)] (or, if shares are held in uncertificated or book-entry form, "Uncertificated — Book-Entry")
Registered Owner: standing on the books of the Company in the name of the undersigned
The undersigned hereby assigns and transfers unto Buyer all of the undersigned's right, title, and interest in and to the shares described above (the "Transferred Shares"), free and clear of all liens, claims, charges, pledges, security interests, encumbrances, options, preemptive rights, rights of first refusal, community property interests, equitable interests, and restrictions of any kind or nature whatsoever (collectively, "Liens"), other than restrictions arising under applicable federal and state securities laws. The undersigned does hereby irrevocably constitute and appoint the attorneys-in-fact designated in Section 2 below to transfer the Transferred Shares on the books of the Company, with full power of substitution in the premises.
2. Irrevocable Appointment of Attorney-in-Fact
The undersigned hereby irrevocably constitutes and appoints each of the following as the undersigned's true and lawful attorney-in-fact, with full power of substitution and resubstitution, for and in the name, place, and stead of the undersigned:
(a) any officer of Cascade Retail Holdings Inc.;
(b) any officer of NovaMart Global Inc.; and
(c) any respective designee or agent of any of the foregoing persons or entities,
each acting individually (each, an "Attorney-in-Fact"), to do and perform each and every act and thing whatsoever requisite, necessary, or appropriate to be done in connection with the transfer of the Transferred Shares as fully to all intents and purposes as the undersigned might or could do if personally present, including, without limitation, the following:
(i) to transfer the Transferred Shares on the books of the Company in favor of Buyer;
(ii) to execute and deliver any and all instruments of transfer, assignments, stock transfer forms, affidavits, certificates, and other documents and instruments as may be necessary, appropriate, or convenient to effectuate and complete such transfer;
(iii) to present the Transferred Shares (whether represented by physical stock certificate(s) or held in uncertificated or book-entry form) to Continental Stocktransfer & Trust, Inc., as transfer agent for the Company (the "Transfer Agent"), for cancellation and reissuance or book-entry transfer in the name of Cascade Retail Holdings Inc.;
(iv) to give and receive notices, make elections, and take all other actions and execute all other documents or instruments that may be necessary or advisable to accomplish the foregoing; and
(v) to take any and all such further actions as may be reasonably required to fully and completely vest record and beneficial ownership of the Transferred Shares in Buyer.
The undersigned acknowledges and agrees that the foregoing power of attorney is coupled with an interest and is irrevocable. This power of attorney shall not be revoked by the death, disability, incapacity, dissolution, bankruptcy, insolvency, or any other event affecting the undersigned, and shall survive the delivery of this Stock Power and shall continue in full force and effect until the transfer of the Transferred Shares on the books of the Company has been fully completed and Buyer has been recorded as the sole record and beneficial owner of the Transferred Shares.
3. Reference to Stock Purchase Agreement
This Stock Power is being executed and delivered by the undersigned pursuant to, and in accordance with, the Stock Purchase Agreement, dated as of May 20, 2025, by and among Cascade Retail Holdings Inc., NovaMart Global Inc., and the Selling Stockholders named therein. This Stock Power is a closing deliverable contemplated by the Stock Purchase Agreement and is being delivered in connection with the consummation of the transactions described therein.
All capitalized terms used but not otherwise defined in this Stock Power shall have the respective meanings ascribed to such terms in the Stock Purchase Agreement. In the event of any inconsistency between the terms and provisions of this Stock Power and the terms and provisions of the Stock Purchase Agreement, the terms and provisions of the Stock Purchase Agreement shall prevail and control.
Nothing contained in this Stock Power shall be deemed to limit, modify, expand, or otherwise affect any of the representations, warranties, covenants, agreements, or indemnification obligations of the undersigned, Buyer, or the Company under the Stock Purchase Agreement, all of which shall remain in full force and effect in accordance with their respective terms. The rights and remedies of Buyer under this Stock Power are in addition to, and not in limitation of, any rights and remedies available to Buyer under the Stock Purchase Agreement or at law or in equity.
4. Representations of the Selling Stockholder
The undersigned hereby represents and warrants to Cascade Retail Holdings Inc. as of the date hereof as follows:
(a) Ownership. The undersigned is the sole record and beneficial owner of the Transferred Shares described in Section 1 above. The undersigned holds good, valid, and marketable title to the Transferred Shares. No other person or entity has any right, title, or interest in or to the Transferred Shares or any right to acquire any interest therein.
(b) Free and Clear. The Transferred Shares are owned by the undersigned free and clear of all Liens, including, without limitation, all liens, pledges, hypothecations, security interests, claims, options, charges, assessments, levies, community property interests, equitable interests, restrictions on transfer, voting agreements, voting trusts, proxies, stockholder agreements, preemptive rights, rights of first refusal, rights of first offer, tag-along rights, drag-along rights, co-sale rights, and encumbrances of any kind or nature whatsoever, other than (i) restrictions arising under applicable federal and state securities laws, including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and (ii) any restrictions or obligations expressly set forth in the Stock Purchase Agreement.
(c) Authority. The undersigned has full legal right, power, capacity, and authority to execute and deliver this Stock Power and to sell, assign, and transfer the Transferred Shares to Cascade Retail Holdings Inc. as contemplated hereby. If the undersigned is an entity, the execution and delivery of this Stock Power and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of the undersigned, and no further approval or authorization is required.
(d) No Conflicts. The execution and delivery of this Stock Power by the undersigned and the sale, assignment, and transfer of the Transferred Shares to Cascade Retail Holdings Inc. as contemplated hereby do not and will not (i) violate, conflict with, result in a breach of, constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under, give rise to any right of termination, cancellation, amendment, or acceleration under, or result in the creation or imposition of any Lien upon the Transferred Shares under, any agreement, contract, instrument, indenture, mortgage, note, bond, permit, license, order, judgment, injunction, ruling, decree, or other obligation to which the undersigned is a party or by which the undersigned or the Transferred Shares are bound or affected, (ii) violate or conflict with any provision of the certificate of incorporation, bylaws, partnership agreement, operating agreement, or other organizational or governing documents of the undersigned (if the undersigned is an entity), or (iii) violate or conflict with any applicable law, statute, regulation, rule, order, judgment, injunction, or decree of any federal, state, local, or foreign governmental authority.
(e) No Required Consents. No consent, approval, authorization, order, registration, qualification, filing, notice, or declaration of or with any person, governmental authority, regulatory body, stock exchange, or other entity is required in connection with the execution and delivery of this Stock Power by the undersigned or the sale, assignment, and transfer of the Transferred Shares to Cascade Retail Holdings Inc. as contemplated hereby, other than any such consents, approvals, authorizations, or filings that have been obtained or made prior to the date hereof and remain in full force and effect as of the date hereof.
5. Further Assurances
The undersigned hereby agrees, at any time and from time to time after the date hereof, upon the reasonable request of Cascade Retail Holdings Inc. and at the sole cost and expense of Cascade Retail Holdings Inc. (unless otherwise provided in the Stock Purchase Agreement), to promptly execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, assignments, endorsements, affidavits, and certificates, and to take or cause to be taken such further actions, as may be reasonably necessary, appropriate, or advisable to carry out the purposes and intent of this Stock Power and to fully and completely vest in Cascade Retail Holdings Inc. all of the undersigned's right, title, and interest in and to the Transferred Shares, including, without limitation, cooperating with Buyer and the Transfer Agent to effectuate the transfer of record ownership of the Transferred Shares on the books and records of the Company.
6. Governing Law
This Stock Power shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules, provisions, or principles thereof (whether of the State of Delaware or any other jurisdiction) that would result in the application of the laws of any jurisdiction other than the State of Delaware.
7. Binding Effect; No Third-Party Beneficiaries
This Stock Power shall be binding upon the undersigned and the undersigned's heirs, executors, personal representatives, administrators, successors, and assigns, and shall inure to the benefit of Cascade Retail Holdings Inc. and its successors and assigns.
Nothing expressed or implied in this Stock Power is intended to, or shall be construed to, confer upon or give any person, entity, or group of persons other than the parties hereto and their respective heirs, executors, personal representatives, administrators, successors, and assigns any right, benefit, remedy, or claim under or by reason of this Stock Power. There are no third-party beneficiaries of this Stock Power.
8. Counterparts
This Stock Power may be executed in any number of counterparts (including by means of facsimile transmission or by electronic transmission in portable document format (.pdf) or any other electronic format reasonably acceptable to the parties), each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Stock Power by facsimile or electronic transmission shall be equally as effective as delivery of an original executed counterpart of this Stock Power. Any party delivering an executed counterpart of this Stock Power by facsimile or electronic transmission shall also deliver an original executed counterpart of this Stock Power, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, or binding effect of this Stock Power.
[Signature Pages Follow]
SIGNATURE PAGE TO STOCK POWER
— FOR INDIVIDUAL SELLING STOCKHOLDERS —
IN WITNESS WHEREOF, the undersigned has executed this Stock Power as of the date set forth below.
Name (Print): ________
Signature: ________
Date: ________
Guidance: To be completed with appropriate individual identification of the individual Selling Stockholder (e.g., Julian Reeves, Priya Narasimhan, or other individual management or employee stockholders of the Company).
SIGNATURE PAGE TO STOCK POWER
— FOR ENTITY SELLING STOCKHOLDERS —
IN WITNESS WHEREOF, the undersigned has caused this Stock Power to be executed by its duly authorized representative as of the date set forth below.
[Insert Name of Entity Selling Stockholder]
By: ________
Name: ________
Title: ________
Date: ________
Guidance for Entity Selling Stockholders:
If the Entity Selling Stockholder is Ridgeline Equity Partners, LP, the authorized signatory should be Franklin Osei, Managing Partner.
If the Entity Selling Stockholder is Brindoval Ventures Fund III, LP, the authorized signatory should be Naomi Katzenbach, General Partner.
Additional entity selling stockholders should include the full legal name of the entity, together with the name and title of the individual authorized to execute this Stock Power on behalf of such entity.
ANNEX A
SCHEDULE OF SHARES
The following schedule sets forth the shares of capital stock of NovaMart Global Inc. being transferred pursuant to this Stock Power:
Note Regarding Uncertificated / Book-Entry Shares: If any or all of the Transferred Shares are held in uncertificated or book-entry form and are not represented by physical stock certificates, the "Certificate No." column above should be completed with the notation "Uncertificated — Book-Entry." In such event, no physical stock certificate will be surrendered in connection with the transfer, and the transfer of the applicable Transferred Shares shall be effected solely via book-entry through Continental Stocktransfer & Trust, Inc., as Transfer Agent for NovaMart Global Inc., in accordance with the Transfer Agent's customary procedures and the terms of the Stock Purchase Agreement.
MEDALLION SIGNATURE GUARANTEE
(If Required)
MEDALLION SIGNATURE GUARANTEE
The signature(s) on this Stock Power must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association, or credit union) that is a participant in a recognized Medallion Signature Guarantee Program approved by the Securities Transfer Association, Inc.
Guarantor Institution Name: ________
Medallion Stamp:
[Affix Medallion Signature Guarantee Stamp Here]
Authorized Signature of Guarantor: ________
Name of Authorized Signer (Print): ________
Title: ________
Date: ________
Note: The requirement for a Medallion Signature Guarantee is to be confirmed with Continental Stocktransfer & Trust, Inc., as Transfer Agent for NovaMart Global Inc. A Medallion Signature Guarantee may be waived by the Transfer Agent if the Transferred Shares are being transferred pursuant to the terms of the Stock Purchase Agreement and this Stock Power is accompanied by the Letter of Transmittal and such other documentation as the Transfer Agent may reasonably require. Selling Stockholders should consult with their financial institution or broker to obtain a Medallion Signature Guarantee if required. The Medallion Signature Guarantee is not a notarization and cannot be provided by a notary public.
[End of Stock Power]
| Certificate No. | Number of Shares | Class / Series of Stock | Registered Owner |
| [Insert] | [Insert] | Common Stock, par value $[_] per share | [Insert Name of Selling Stockholder] |
| [Insert] | [Insert] | [Insert Class / Series] | [Insert Name of Selling Stockholder] |
| [Insert] | [Insert] | [Insert Class / Series] | [Insert Name of Selling Stockholder] |