[sheet: Cover & Summary]
| Field | Detail |
| Document Title | Funds Flow Memorandum (Final Version) |
| Transaction | Acquisition of 100% of the Outstanding Capital Stock of NovaMart Global Inc. by Cascade Retail Holdings Inc. |
| Stock Purchase Agreement Date | May 20, 2025 |
| Targeted Closing Date | October 15, 2025 |
| Outside Date | December 31, 2025 |
| Aggregate Purchase Price | $1,200,000,000 |
| Governing Law | State of Delaware |
| Prepared By | Calderwood & Harkness LLP |
| Responsible Partner | Harrison Wexford |
| Lead Associate | Derek Okonkwo |
| Working Associate | Tiffany Rosenthal |
| Coordinated With | Whitmore & Paige LLP (Sandra Chiu, Engagement Partner) |
| Buyer | Cascade Retail Holdings Inc. (Delaware corporation; Nasdaq: CRHI) |
| Buyer HQ | 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119 |
| Buyer EIN | 91-2847653 |
| Buyer CEO | Margaret "Meg" Alderton |
| Buyer CFO | Rajiv Sundaram |
| Buyer General Counsel | Elena Vasquez-Bright |
| Buyer SVP Corporate Development | Theodore "Ted" Langford |
| Target | NovaMart Global Inc. (Delaware corporation, privately held) |
| Target HQ | 1100 Congress Avenue, Suite 800, Austin, TX 78701 |
| Target EIN | 84-3291547 |
| Target CEO | Julian Reeves |
| Target CFO | Douglas "Doug" Whitfield |
| Target General Counsel | Amanda Trevino |
| Stockholder Representative | Ridgeline Equity Partners, LP (Franklin Osei, Managing Partner) |
| Seller's Counsel | Calloway, Brandt & Loewe LLP (Richard Calloway, Lead Partner) |
| Buyer's Investment Bank | Hargrove Mead & Co. (Christopher Dunleavy, Managing Director) |
| Seller's Investment Bank | Pemberton Strauss Advisory LLC (Vivian Hong, Senior Managing Director) |
| Escrow Agent / Paying Agent | Marlowe Asset Management Trust Company, N.A. (Patricia Keane, VP, Escrow Services) |
| Administrative Agent (Term Loan B) | Cornerstone National Bank, N.A. (Robert Frankel, SVP, Leveraged Finance) |
| Co-Lead Arranger | Caluvori Capital Partners, Inc. (Irene Matsuda, Director) |
| Commitment Letter Reference | CL-2025-0515-CRNB |
| Transfer Agent | Continental Stocktransfer & Trust, Inc. |
| Distribution Note | CONFIDENTIAL — For use of transaction parties and their advisors only |
| Version | Final — Updated as of October 15, 2025 |
[sheet: Sources of Funds]
| Line Item # | Source Description | Facility / Instrument | Providing Entity | Contact Person | Reference / Agreement Date | Amount ($) | Notes |
| 1 | Senior Secured Term Loan B — New Money | $750,000,000 Senior Secured Term Loan B; SOFR + 275 bps; 7-year maturity; 1% annual amortization | Cornerstone National Bank, N.A. (Administrative Agent) and Caluvori Capital Partners, Inc. (Co-Lead Arranger) | Robert Frankel (Cornerstone); Irene Matsuda (Marlowe Crane CPAs LLPP) | Commitment Letter dated May 15, 2025 (Ref: CL-2025-0515-CRNB); Credit Agreement dated October 15, 2025 | $750,000,000 | Net of 1.5% OID ($11,250,000); gross funding of $750,000,000 wired to Cornerstone escrow account; OID netted at settlement |
| 2 | Revolving Credit Facility Draw — Existing Facility | $200,000,000 draw under Cascade's existing $500,000,000 revolving credit facility; SOFR + 200 bps; maturing March 2029 | Cornerstone National Bank, N.A. (Administrative Agent) | Robert Frankel | Revolver Amendment executed October 10, 2025; Original Facility Agreement as amended | $200,000,000 | Draw authorized by Cascade Board Resolutions dated May 20, 2025; amendment permits NovaMart acquisition, Term Loan B incurrence, and $200M draw |
| 3 | Cash on Hand — Cascade Balance Sheet | Cascade unrestricted cash and cash equivalents | Cascade Retail Holdings Inc. | Rajiv Sundaram (CFO) | N/A | $250,000,000 | Funded from Cascade operating accounts; transfer to closing account on T-1 |
| TOTAL SOURCES | $1,200,000,000 | Funds purchase price only; transaction costs funded separately from Cascade working capital (~$47,300,000) |
[sheet: Uses of Funds]
| Line Item # | Use Description | Payee / Recipient | Amount ($) | Calculation / Basis | Notes |
| 1 | Net Cash Consideration to Selling Stockholders (via Paying Agent) | Marlowe Asset Management Trust Company, N.A. (as Paying Agent) for distribution to Selling Stockholders | $1,104,000,000 | $1,200,000,000 Purchase Price less $96,000,000 Escrow Deposit | Distributed pro rata to stockholders upon receipt of properly completed Letters of Transmittal and stock certificates/powers; see Seller Consideration Allocation sheet for per-holder detail |
| 2 | Escrow Deposit | Marlowe Asset Management Trust Company, N.A. (as Escrow Agent); Patricia Keane, VP | $96,000,000 | 8% × $1,200,000,000 = $96,000,000 | Held per Escrow Agreement; release 24 months post-closing if no pending indemnification claims; indemnification cap = $216,000,000 (18% of deal value); general rep survival = 24 months |
| 3 | Payoff — Ashford Savings Bank, N.A. Revolving Credit Facility | Ashford Savings Bank, N.A. | $143,200,000 | Estimated outstanding principal plus accrued interest on NovaMart's existing $150,000,000 revolving facility | Per Payoff Letter; facility to be terminated at closing; UCC termination statements and lien releases to be delivered simultaneously |
| Subtotal — Purchase Price and Debt Payoff | $1,343,200,000 | ||||
| 4 | Calderwood & Harkness LLP — Legal Fees | Calderwood & Harkness LLP | $8,200,000 | Estimated legal fees per engagement letter (Jan 20, 2025) | Buyer's M&A, tax (Sylvia Hartwell), and antitrust (Howard Bellamy) counsel |
| 5 | Hargrove Mead & Co. — Investment Banking Advisory Fee | Hargrove Mead & Co. | $14,400,000 | 1.2% × $1,200,000,000 = $14,400,000 | Per engagement letter; Christopher Dunleavy, Managing Director |
| 6 | Whitmore & Paige LLP — Accounting/Tax Advisory | Whitmore & Paige LLP | $3,100,000 | Estimated accounting/tax advisory fees | Sandra Chiu, Engagement Partner |
| 7 | HSR Filing Fee | Federal Trade Commission | $2,390,000 | Per FTC fee schedule for transaction value of $1,200,000,000 | HSR filing date: April 11, 2025; HSR tracking no.: 1038-00009 |
| 8 | R&W Insurance Premium — Meridian Specialty Insurance Company | Meridian Specialty Insurance Company (via Northbridge Risk Advisors LLC) | $5,400,000 | 2.5% × $216,000,000 policy limit = $5,400,000 | Policy No. MSI-RWI-2025-07832; $216M limit; $12M retention (1% of deal value); broker: Thomas Ellingsen (Northbridge) |
| 9 | Financing Fees — Term Loan B Original Issue discount | Netted at settlement by Cornerstone National Bank, N.A. | $11,250,000 | 1.5% × $750,000,000 = $11,250,000 | OID deducted from gross Term Loan B proceeds at funding |
| 10 | D&O Tail Insurance Premium — Sovereign Assurance Group Ltd. | Sovereign Assurance Group Ltd. | $1,800,000 | 6-year tail policy premium | D&O tail for NovaMart's pre-closing directors and officers |
| 11 | Miscellaneous — Title Insurance, Transfer, Filing, and Other Costs | Various (incl. Ridgecrest Title Group Inc. / Janet Morales; Continental Stocktransfer & Trust, Inc.; state filing offices) | $760,000 | Estimated title insurance, transfer agent fees, state filing fees | Includes title insurance for NovaMart-owned real property |
| Subtotal — Estimated Transaction Costs (Buyer Side) | $47,300,000 | Sum of Items 4–11 | Funded from Cascade working capital / operating cash, not from acquisition financing sources | ||
| TOTAL USES (Purchase Price + Debt Payoff) | $1,343,200,000 | Note: Transaction costs of $47.3M funded separately from Cascade working capital | |||
| TOTAL USES (Including Transaction Costs) | $1,390,500,000 | Total all-in cash requirement: $1,200,000,000 (funded sources) + $143,200,000 (Ashford payoff from NovaMart balance sheet, effectively pre-closing debt of Target) + $47,300,000 (transaction costs from Cascade WC) |
[sheet: Sources & Uses Reconciliation]
Category
SOURCES
| Source | Senior Secured Term Loan B (Cornerstone National Bank / Marlowe Crane CPAs LLPP) | $750,000,000 |
| Source | Revolving Credit Facility Draw (Cornerstone National Bank) | $200,000,000 |
| Source | Cash on Hand (Cascade Balance Sheet) | $250,000,000 |
| Source | Cascade Working Capital (for Transaction Costs) | $47,300,000 |
| TOTAL SOURCES | $1,247,300,000 |
USES
| Use | Net Cash Consideration to Selling Stockholders | $1,104,000,000 |
| Use | Escrow Deposit (Marlowe Asset Management Trust Company, N.A.) | $96,000,000 |
| Use | Ashford Savings Bank Payoff (est. principal + accrued interest) | $143,200,000 |
| Subtotal — Deal Payments | $1,343,200,000 | |
| Use | Calderwood & Harkness LLP Legal Fees | $8,200,000 |
| Use | Hargrove Mead & Co. Advisory Fee | $14,400,000 |
| Use | Whitmore & Paige LLP Accounting/Tax Fees | $3,100,000 |
| Use | HSR Filing Fee (FTC) | $2,390,000 |
| Use | R&W Insurance Premium (Meridian Specialty / Northbridge) | $5,400,000 |
| Use | Term Loan B OID (netted at settlement) | $11,250,000 |
| Use | D&O Tail Premium (Sovereign Assurance Group) | $1,800,000 |
| Use | Miscellaneous (Title, Transfer, Filing) | $760,000 |
| Subtotal — Transaction Costs | $47,300,000 | |
| TOTAL USES | $1,390,500,000 | |
| CHECK | Total Sources Less Total Uses | $0 |
Note: Ashford Savings payoff of ~$143.2M effectively reduces NovaMart's enterprise value; the $1.2B Purchase Price is the equity value to Selling Stockholders. The Ashford payoff will be satisfied from NovaMart's own cash or from Cascade's additional working capital contribution at closing, per SPA mechanics. The $1,200,000,000 of committed acquisition financing funds the equity purchase price.
[sheet: Seller Consideration Allocation]
| Selling Stockholder | Entity Type | EIN | Ownership % | Gross Consideration ($) | Less: Pro Rata Escrow Holdback ($) | Net Cash at Closing ($) | Payee for Wire | Notes |
| Ridgeline Equity Partners, LP | Limited Partnership (DE) | 83-4127896 | 41.20% | $494,400,000 | $39,552,000 | $454,848,000 | Ridgeline Equity Partners, LP — 200 Park Avenue South, 14th Floor, New York, NY 10003 | Stockholder Representative (Franklin Osei, Managing Partner); 41.2% holder |
| Brindoval Ventures Fund III, LP | Limited Partnership (DE) | 94-6238154 | 22.80% | $273,600,000 | $21,888,000 | $251,712,000 | Brindoval Ventures Fund III, LP — 555 Mission Street, Suite 2900, San Francisco, CA 94105 | Naomi Katzenbach, General Partner; 22.8% holder |
| Julian Reeves | Individual | [SSN on file] | 18.50% | $222,000,000 | $17,760,000 | $204,240,000 | Julian Reeves — per wire instructions on file | Founder & CEO; 18.5% holder; subject to post-closing employment agreement |
| Priya Narasimhan | Individual | [SSN on file] | 8.30% | $99,600,000 | $7,968,000 | $91,632,000 | Priya Narasimhan — per wire instructions on file | Co-Founder & CTO; 8.3% holder; subject to post-closing employment agreement |
| Other Management & Employee Stockholders (aggregate) | Various | Various | 9.20% | $110,400,000 | $8,832,000 | $101,568,000 | Via Paying Agent (Marlowe Asset Management Trust Company, N.A.) upon receipt of Letters of Transmittal | ~9.2% aggregate; includes vested stock options; individual allocations per capitalization table |
| TOTAL | 100.00% | $1,200,000,000 | $96,000,000 | $1,104,000,000 | 100% of NovaMart capital stock |
[sheet: Wire Instructions]
Wire #
— SECTION A: FINANCING INFLOWS TO CASCADE CLOSING ACCOUNT —
| 1 | Cornerstone National Bank, N.A. (Term Loan B Funding) | Funding of $750,000,000 Senior Secured Term Loan B (net of OID) | $738,750,000 | Greaves Bancorp | [ABA #] | Cascade Retail Holdings Inc. — Closing Account | [Acct #] | NovaMart Acquisition — Term Loan B Funding; Ref: CL-2025-0515-CRNB | Robert Frankel, SVP | [Phone] | Pending — To be confirmed T-2 |
| 2 | Cornerstone National Bank, N.A. (Revolver Draw) | Draw of $200,000,000 under existing revolving credit facility | $200,000,000 | Greaves Bancorp | [ABA #] | Cascade Retail Holdings Inc. — Closing Account | [Acct #] | NovaMart Acquisition — Revolver Draw | Robert Frankel, SVP | [Phone] | Pending — To be confirmed T-2 |
| 3 | Cascade Retail Holdings Inc. (Internal Transfer — Cash on Hand) | Transfer of $250,000,000 from Cascade operating account | $250,000,000 | Greaves Bancorp | [ABA #] | Cascade Retail Holdings Inc. — Closing Account | [Acct #] | NovaMart Acquisition — Cash on Hand Contribution | Rajiv Sundaram, CFO | [Phone] | Pending — To be confirmed T-1 |
— SECTION B: PURCHASE PRICE PAYMENTS —
4
— SECTION C: ESCROW DEPOSIT —
5
— SECTION D: DEBT PAYOFF —
6
— SECTION E: TRANSACTION COSTS —
| 7 | Calderwood & Harkness LLP | Legal fees — Buyer's counsel | $8,200,000 | Ridgeway Capital Markets | [ABA #] | Calderwood & Harkness LLP — Client Trust Account | [Acct #] | Cascade Retail Holdings / NovaMart Acquisition — Legal Fees | Harrison Wexford / Beatrice Holloway (Billing Partner) | [Phone] | Pending |
| 8 | Hargrove Mead & Co. | Investment banking advisory fee (1.2% of $1.2B) | $14,400,000 | Camberwell Securities | [ABA #] | Hargrove Mead & Co. | [Acct #] | Cascade / NovaMart — Advisory Fee | Christopher Dunleavy, Managing Director | [Phone] | Pending |
| 9 | Whitmore & Paige LLP | Accounting / tax advisory fees | $3,100,000 | Ostrander Financial | [ABA #] | Whitmore & Paige LLP | [Acct #] | Cascade / NovaMart — Accounting Advisory | Sandra Chiu, Engagement Partner | [Phone] | Pending |
| 10 | Federal Trade Commission | HSR filing fee | $2,390,000 | U.S. Treasury — Federal Reserve Bank | [ABA #] | U.S. Treasury — FTC HSR Filing | [Acct #] | HSR Filing No. 1038-00009 | N/A | N/A | Previously paid (April 11, 2025) — Confirmation only |
| 11 | Meridian Specialty Insurance Company (via Northbridge Risk Advisors LLC) | R&W insurance premium (Policy No. MSI-RWI-2025-07832) | $5,400,000 | Penrose Bancorp | [ABA #] | Northbridge Risk Advisors LLC — Premium Trust | [Acct #] | R&W Policy MSI-RWI-2025-07832 — $216M limit; $12M retention | Thomas Ellingsen, SVP (Northbridge) | [Phone] | Pending |
| 12 | Cornerstone National Bank, N.A. — OID (Term Loan B) | Original Issue discount — netted from Term Loan B proceeds (1.5% × $750M) | $11,250,000 | N/A — Netted at settlement | N/A | N/A | N/A | Netted from Wire #1 gross proceeds; no separate wire required | Robert Frankel, SVP | [Phone] | Netted — No separate wire |
| 13 | Sovereign Assurance Group Ltd. | D&O tail insurance premium (6-year tail) | $1,800,000 | Glenrock National Bank | [ABA #] | Sovereign Assurance Group Ltd. | [Acct #] | D&O Tail — NovaMart Global Inc. | Lawrence Pemberton, Account Manager | [Phone] | Pending |
| 14 | Various — Title Insurance, Transfer Agent, Filing Fees | Ridgecrest Title Group Inc. (Janet Morales); Continental Stocktransfer & Trust, Inc.; state filing offices | $760,000 | [Various] | [Various] | [Various] | [Various] | Miscellaneous closing costs — see detail sub-schedule | Various | Various | Pending |
— TOTALS —
| Total Wires Out (excluding netted OID and previously paid HSR fee) | $1,371,660,000 |
| Total All Uses (including netted OID and HSR) | $1,390,500,000 |