| Item No. | Contract Name | Counterparty Full Legal Name | Counterparty Short Name | Contract Type / Category | Change of Control Provision Type | SPA Disclosure Schedule Reference | Provision Summary | Consent / Notice Deadline | Responsible Party — C&H / CBL | Responsible Individual | Date Consent Solicitation Sent | Date Consent / Acknowledgment Received | Status | Condition to Closing | Risk Level | Notes |
| 1 | Master Services Agreement (Cloud Hosting) | Pinnacle Cloud Solutions Inc. | Pinnacle Cloud | Technology / Cloud Hosting | Consent Required | Schedule 4.14(a)-1 | Section 12.3 requires prior written consent of Pinnacle Cloud upon any change of control of NovaMart; failure to obtain consent grants Pinnacle Cloud a right to terminate upon 60 days' notice. | Prior to Closing | Calderwood & Harkness LLP / Calloway, Brandt & Loewe LLP (joint) | Derek Okonkwo / Simone Adesanya | 2025-06-02 | Pending | Yes | High | Draft consent letter prepared (see consent-pinnacle-cloud-draft.docx). Pinnacle Cloud's legal team reviewing. Follow-up call scheduled for June 2025. Critical contract — hosts NovaMart's entire marketplace platform infrastructure. |
| 2 | Logistics Partnership Agreement (Freight / 3PL) | Redline Freight Corp. | Redline Freight | Logistics / Supply Chain | Consent Required | Schedule 4.14(a)-2 | Section 15.1 requires prior written consent of Redline Freight upon any change of control of NovaMart; without consent, Redline Freight may terminate on 90 days' notice or renegotiate pricing terms. | Prior to Closing | Calderwood & Harkness LLP / Calloway, Brandt & Loewe LLP (joint) | Tiffany Rosenthal / Simone Adesanya | 2025-06-02 | Pending | Yes | High | Draft consent letter prepared (see consent-redline-freight-draft.docx). Redline Freight operates fulfillment logistics for 8 of NovaMart's 14 fulfillment centers. NovaShip network dependent on this agreement. |
| 3 | Technology License Agreement (Search Algorithm License) | Arcwave Software LLC | Arcwave | Technology / IP License | Consent Required | Schedule 4.14(a)-3 | Section 9.2 requires Arcwave's written consent to any change of control of NovaMart; upon a change of control without consent, Arcwave may terminate the license immediately. | Prior to Closing | Calderwood & Harkness LLP / Calloway, Brandt & Loewe LLP (joint) | Derek Okonkwo / Simone Adesanya | 2025-06-02 | Pending | Yes | High | Draft consent letter prepared (see consent-arcwave-software-draft.docx). License covers NovaMart's proprietary search and recommendation algorithm. Termination would be highly disruptive. |
| 4 | Office Lease — 1100 Congress Avenue, Suite 800, Austin, TX 78701 | Congress Tower Partners LP | Congress Tower | Real Property / Lease | Consent Required | Schedule 4.14(a)-4 | Section 22.1 of the lease requires landlord's prior written consent to any change of control of the tenant (NovaMart); landlord may not unreasonably withhold consent. | Prior to Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-05 | Pending | No | Medium | NovaMart headquarters lease. Landlord consent expected to be routine. Consent solicitation sent. |
| 5 | Advertising Revenue Share Agreement | Stratton Digital Media Inc. | Stratton Digital | Commercial / Advertising | Notice Required | Schedule 4.14(a)-5 | Section 11.4 requires NovaMart to provide written notice to Stratton Digital within 30 days of any change of control; no consent required but Stratton Digital has a 90-day termination right following notice. | Within 30 days of Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | Not Yet Sent | No | Medium | Notice to be sent at or promptly following closing. Stratton Digital is a material advertising revenue partner. Monitoring for any pre-closing discussions regarding renewal terms. |
| 6 | Payment Processing Agreement | PayStream Financial Technologies Inc. | PayStream | Financial Services / Payments | Consent Required | Schedule 4.14(a)-6 | Section 14.2 requires PayStream's prior written consent to any change of control of NovaMart; failure to obtain consent permits PayStream to terminate on 60 days' notice. | Prior to Closing | Calderwood & Harkness LLP / Calloway, Brandt & Loewe LLP (joint) | Tiffany Rosenthal / Simone Adesanya | 2025-06-05 | Pending | Yes | High | PayStream processes all marketplace transactions. Critical infrastructure contract. Consent solicitation sent; awaiting response. |
| 7 | Senior Credit Facility ($150M Revolving Credit Facility) | Ashford Savings Bank, N.A. | Ashford Savings | Financing / Credit Facility | Consent Required / Mandatory Repayment | Schedule 4.14(a)-7 | Section 8.1(g) of the credit agreement provides that a change of control constitutes an event of default; facility is to be repaid in full and terminated at closing. No consent required — payoff letter and lien release to be obtained instead. | At Closing | Calderwood & Harkness LLP | Derek Okonkwo | 2025-06-10 | In Negotiation | Yes | High | Facility to be repaid at closing (~$143.2M outstanding principal plus accrued interest). Draft payoff letter prepared (see payoff-letter-ashford-savings-draft.docx). UCC termination statements and lien releases to be delivered at closing. Not a consent item per se but tracked here for completeness. |
| 8 | Fulfillment Center Lease — Facility #1 (CA) | Pacific Industrial Realty Partners LLC | CA-FC-1 Landlord | Real Property / Lease | Consent Required | Schedule 4.14(a)-8 | Lease requires landlord's prior written consent to any change of control of the tenant. | Prior to Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-10 | Pending | No | Low | One of 3 California fulfillment center leases. Form consent solicitation letter sent. |
| 9 | Fulfillment Center Lease — Facility #2 (CA) | Golden State Logistics Properties Inc. | CA-FC-2 Landlord | Real Property / Lease | Notice Required | Schedule 4.14(a)-9 | Lease requires 30-day written notice to landlord of any change of control. | Within 30 days of Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | Not Yet Sent | No | Low | Notice-only requirement. To be sent at or promptly after closing. |
| 10 | Fulfillment Center Lease — Facility #3 (CA) | Inland Empire Warehouse Holdings LP | CA-FC-3 Landlord | Real Property / Lease | Consent Required | Schedule 4.14(a)-10 | Lease requires landlord's prior written consent to any change of control. | Prior to Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-10 | Pending | No | Low | Form consent solicitation letter sent. |
| 11 | Fulfillment Center Lease — Facility #1 (NJ) | Garden State Commercial Properties LLC | NJ-FC-1 Landlord | Real Property / Lease | Consent Required | Schedule 4.14(a)-11 | Lease requires landlord's prior written consent to any change of control of the tenant; consent not to be unreasonably withheld. | Prior to Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-10 | Pending | No | Low | Form consent solicitation letter sent. Landlord counsel acknowledged receipt. |
| 12 | Fulfillment Center Lease — Facility #2 (NJ) | Meadowlands Industrial Realty Corp. | NJ-FC-2 Landlord | Real Property / Lease | Notice Required | Schedule 4.14(a)-12 | Lease requires 30-day written notice to landlord upon any change of control event. | Within 30 days of Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | Not Yet Sent | No | Low | Notice-only requirement. To be sent at or promptly after closing. |
| 13 | Fulfillment Center Lease — Facility #1 (GA) | Peachtree Logistics Holdings LLC | GA-FC-1 Landlord | Real Property / Lease | Consent Required | Schedule 4.14(a)-13 | Lease requires landlord's prior written consent to any change of control of the tenant. | Prior to Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-10 | 2025-06-20 | Obtained | No | Low | Landlord consent obtained via countersigned consent letter dated June 20, 2025. |
| 14 | Fulfillment Center Lease — Facility #2 (GA) | Savannah Port Warehouse Partners LP | GA-FC-2 Landlord | Real Property / Lease | Notice Required | Schedule 4.14(a)-14 | Lease requires written notice to landlord within 15 business days of any change of control. | Within 15 business days of Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | Not Yet Sent | No | Low | Notice-only requirement. To be sent promptly after closing. |
| 15 | Fulfillment Center Lease — Facility (OH) | Buckeye Distribution Park LLC | OH-FC Landlord | Real Property / Lease | Consent Required | Schedule 4.14(a)-15 | Lease requires landlord's prior written consent to any change of control of the tenant; consent not to be unreasonably withheld. | Prior to Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-10 | Pending | No | Low | Form consent solicitation letter sent. Awaiting response from landlord's property manager. |
| 16 | Fulfillment Center Lease — Facility (IL) | Lakeshore Industrial Properties Inc. | IL-FC Landlord | Real Property / Lease | Consent Required | Schedule 4.14(a)-16 | Lease requires landlord's prior written consent to any change of control of the tenant. | Prior to Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-10 | 2025-06-25 | Obtained | No | Low | Landlord consent obtained via countersigned consent letter dated June 25, 2025. |
| 17 | Fulfillment Center Lease — Facility (PA) | Keystone Warehouse Ventures LP | PA-FC Landlord | Real Property / Lease | Both | Schedule 4.14(a)-17 | Lease requires both prior written consent and 30-day advance notice to landlord of any change of control of the tenant. | Prior to Closing (consent); 30 days advance notice | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-10 | Pending | No | Medium | Consent solicitation and notice sent simultaneously. Landlord has retained counsel to review; response expected mid-July. |
| 18 | Fulfillment Center Lease — Facility (TN) | Nashville Logistics Campus LLC | TN-FC Landlord | Real Property / Lease | Notice Required | Schedule 4.14(a)-18 | Lease requires written notice to landlord within 30 days of any change of control. | Within 30 days of Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | Not Yet Sent | No | Low | Notice-only requirement. To be sent at or promptly after closing. |
| 19 | Fulfillment Center Lease — Facility #1 (FL) | Sunshine Distribution Holdings LLC | FL-FC-1 Landlord | Real Property / Lease | Consent Required | Schedule 4.14(a)-19 | Lease requires landlord's prior written consent to any change of control of the tenant; consent not to be unreasonably withheld, conditioned or delayed. | Prior to Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-10 | Pending | No | Low | Form consent solicitation letter sent. Awaiting response. |
| 20 | Fulfillment Center Lease — Facility #2 (FL) | Gulf Coast Realty Partners LP | FL-FC-2 Landlord | Real Property / Lease | Notice Required | Schedule 4.14(a)-20 | Lease requires written notice to landlord within 20 business days of any change of control. | Within 20 business days of Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | Not Yet Sent | No | Low | Notice-only requirement. To be sent promptly after closing. |
| 21 | Fulfillment Center Lease — Facility (WA) | Puget Sound Industrial Trust LLC | WA-FC Landlord | Real Property / Lease | Both | Schedule 4.14(a)-21 | Lease requires prior written consent and 45-day advance notice to landlord of any change of control of the tenant. | Prior to Closing (consent); 45 days advance notice | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-10 | Pending | No | Medium | Consent solicitation and notice sent. Landlord has acknowledged receipt; response pending. |
| 22 | Data Processing Agreement (Customer Analytics Platform) | Meridian Data Analytics Corp. | Meridian Data | Other Commercial / Vendor Agreement | Consent Required | Schedule 4.14(a)-22 | Section 10.5 requires Meridian Data's prior written consent to any change of control of NovaMart; without consent, Meridian Data may terminate on 30 days' notice. | Prior to Closing | Calderwood & Harkness LLP / Calloway, Brandt & Loewe LLP (joint) | Tiffany Rosenthal / Simone Adesanya | 2025-06-05 | Pending | Yes | High | Meridian Data provides core customer analytics platform. Consent solicitation sent; counterparty counsel reviewing. High priority due to operational dependency. |
| 23 | Exclusive Distribution Agreement (Private Label Products) | Summit Brands International LLC | Summit Brands | Other Commercial / Vendor Agreement | Consent Required | Schedule 4.14(a)-23 | Section 8.4 requires Summit Brands' prior written consent to any change of control; failure to obtain consent allows Summit Brands to convert exclusivity to non-exclusive. | Prior to Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-05 | Pending | No | Medium | Summit Brands supplies NovaMart's private label household products line. Loss of exclusivity would impact margins. |
| 24 | Managed IT Services Agreement | Crestline Technology Services Inc. | Crestline Tech | Other Commercial / Vendor Agreement | Notice Required | Schedule 4.14(a)-24 | Section 13.2 requires 30-day written notice to Crestline Tech upon any change of control; Crestline Tech has 60-day termination right after notice. | Within 30 days of Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | Not Yet Sent | No | Medium | Crestline Tech manages NovaMart's internal IT helpdesk and endpoint management. Notice to be sent post-closing. |
| 25 | Software License Agreement (ERP System) | Nexagen Enterprise Solutions Inc. | Nexagen | Other Commercial / Vendor Agreement | Consent Required | Schedule 4.14(a)-25 | Section 7.6 requires Nexagen's prior written consent to any change of control of NovaMart; without consent, license reverts to non-transferable single-entity basis. | Prior to Closing | Calderwood & Harkness LLP / Calloway, Brandt & Loewe LLP (joint) | Derek Okonkwo / Simone Adesanya | 2025-06-05 | In Negotiation | Yes | High | Nexagen ERP is mission-critical for NovaMart's finance and supply chain operations. Nexagen has requested amendment to license fees as condition to consent. Escalated to Harrison Wexford and Elena Vasquez-Bright. |
| 26 | Warehouse Equipment Lease Agreement | ProLogis Equipment Leasing LLC | ProLogis Equip. | Other Commercial / Vendor Agreement | Notice Required | Schedule 4.14(a)-26 | Section 11.1 requires 15-day written notice to lessor upon any change of control of NovaMart. | Within 15 days of Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | Not Yet Sent | No | Low | Equipment lease covering automated sorting systems across 5 fulfillment centers. Notice-only requirement. |
| 27 | Co-Branded Credit Card Program Agreement | Excelsior National Bank, N.A. | Excelsior Bank | Other Commercial / Vendor Agreement | Consent Required | Schedule 4.14(a)-27 | Section 16.3 requires Excelsior Bank's prior written consent to any change of control of NovaMart; without consent, Excelsior Bank may terminate program on 180 days' notice. | Prior to Closing | Calderwood & Harkness LLP / Calloway, Brandt & Loewe LLP (joint) | Tiffany Rosenthal / Simone Adesanya | 2025-06-05 | Pending | No | Medium | NovaMart co-branded credit card program with ~2.1M active cardholders. Consent expected but monitoring closely given revenue significance. |
| 28 | Vendor Agreement (Consumer Electronics) | Brightwave Electronics Corp. | Brightwave | Other Commercial / Vendor Agreement | Notice Required | Schedule 4.14(a)-28 | Section 6.8 requires 30-day written notice to Brightwave upon any change of control; Brightwave has right to renegotiate volume discount tiers. | Within 30 days of Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | Not Yet Sent | No | Medium | Brightwave is NovaMart's largest consumer electronics vendor by volume. Notice to be sent post-closing. |
| 29 | Corporate Insurance Program (D&O / General Liability) | Meridian Casualty Insurance Co. | Meridian Casualty | Other Commercial / Vendor Agreement | Notice Required | Schedule 4.14(a)-29 | Policy terms require written notice to insurer within 30 days of any change of control; failure to notify may void certain coverage provisions. | Within 30 days of Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | Not Yet Sent | No | Medium | Insurance broker (Dunmore Benefits Consulting & Associates) to coordinate notice. Tail policy for pre-closing D&O claims also being arranged separately. |
| 30 | Cybersecurity Services Agreement | ThreatShield Security Solutions Inc. | ThreatShield | Other Commercial / Vendor Agreement | Consent Required | Schedule 4.14(a)-30 | Section 9.1 requires ThreatShield's prior written consent to any change of control; without consent, ThreatShield may suspend services on 14 days' notice. | Prior to Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-05 | 2025-06-18 | Waived | No | Medium | ThreatShield confirmed via email on June 18, 2025 that it waives the consent requirement in connection with the Cascade acquisition. |
| 31 | Exclusive Supply Agreement (Packaging Materials) | Greenleaf Packaging Co. | Greenleaf Pkg. | Other Commercial / Vendor Agreement | Consent Required | Schedule 4.14(a)-31 | Section 5.7 requires Greenleaf's prior written consent to any change of control of NovaMart; without consent, exclusivity provisions lapse. | Prior to Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-05 | 2025-06-22 | Waived | No | Low | Greenleaf confirmed waiver of consent requirement via countersigned letter dated June 22, 2025. |
| 32 | Marketing Services Agreement (Social Media / Influencer) | Prism Marketing Group LLC | Prism Marketing | Other Commercial / Vendor Agreement | Termination Right | Schedule 4.14(a)-32 | Section 14.1 provides Prism Marketing with a termination right upon any change of control of NovaMart; 90-day notice period applies. | Prior to Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-05 | 2025-06-19 | Waived | No | Low | Prism Marketing confirmed via email on June 19, 2025 that it will not exercise its termination right. |
| 33 | Vendor Agreement (Apparel & Accessories) | Sterling Thread Co. Inc. | Sterling Thread | Other Commercial / Vendor Agreement | Consent Required | Schedule 4.14(a)-33 | Section 8.2 requires Sterling Thread's prior written consent to any change of control of NovaMart. | Prior to Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | 2025-06-05 | In Negotiation | No | Medium | Sterling Thread has requested updated pricing schedule as condition to consent. Commercial team engaged. |
| 34 | Telecommunications Services Agreement | Vantage Communications Inc. | Vantage Comm. | Other Commercial / Vendor Agreement | Notice Required | Schedule 4.14(a)-34 | Section 12.4 requires written notice to Vantage Communications within 30 days of any change of control. | Within 30 days of Closing | Calloway, Brandt & Loewe LLP | Simone Adesanya | Not Yet Sent | No | Low | Notice-only requirement. Vantage provides enterprise voice and data services to NovaMart HQ and fulfillment centers. |
| SUMMARY / TOTALS | Obtained: 2 | Pending: 18 | In Negotiation: 3 | Not Yet Sent: 8 | Waived: 3 | Condition to Closing (Yes): 8 | High: 6 | Medium: 12 | Low: 16 | Total Contracts Tracked: 34 |
| Contract Category | Number of Contracts | Consents Obtained | Pending / In Negotiation | Not Yet Sent | Waived | Key Counterparties |
| Technology / Cloud Hosting | 1 | 0 | 1 | 0 | 0 | Pinnacle Cloud Solutions Inc. |
| Technology / IP License | 1 | 0 | 1 | 0 | 0 | Arcwave Software LLC |
| Logistics / Supply Chain | 1 | 0 | 1 | 0 | 0 | Redline Freight Corp. |
| Real Property / Leases (HQ + 14 Fulfillment Centers) | 15 | 2 | 8 | 3 | 0 | Congress Tower Partners LP and various fulfillment center landlords across CA (3), NJ (2), GA (2), OH (1), IL (1), PA (1), TN (1), FL (2), WA (1) |
| Financial Services / Payments | 1 | 0 | 1 | 0 | 0 | PayStream Financial Technologies Inc. |
| Commercial / Advertising | 1 | 0 | 0 | 1 | 0 | Stratton Digital Media Inc. |
| Financing / Credit Facility (Payoff) | 1 | 0 | 1 | 0 | 0 | Ashford Savings Bank, N.A. ($150M revolving facility to be repaid at closing) |
| Other Commercial / Vendor Agreements | 13 | 0 | 8 | 4 | 3 | Meridian Data Analytics, Summit Brands International, Crestline Technology, Nexagen Enterprise Solutions, ProLogis Equipment, Excelsior National Bank, Brightwave Electronics, Meridian Casualty Insurance, ThreatShield Security, Greenleaf Packaging, Prism Marketing Group, Sterling Thread Co., Vantage Communications |
| TOTAL | 34 | 2 | 21 | 8 | 3 |
| Name | Title / Role | Organization | Email | Phone | Responsibility |
| Derek Okonkwo | Lead Associate, M&A | Calderwood & Harkness LLP | dokonkwo@calderwoodharkness.com | (212) 555-0147 | Overall consent tracker management; lead on Pinnacle Cloud, Arcwave, Nexagen, and Ashford Savings consents |
| Tiffany Rosenthal | Working Associate, M&A | Calderwood & Harkness LLP | trosenthal@calderwoodharkness.com | (212) 555-0162 | Support on Redline Freight, PayStream, Meridian Data, and Excelsior Bank consents |
| Harrison Wexford | Responsible Partner, M&A | Calderwood & Harkness LLP | hwexford@calderwoodharkness.com | (212) 555-0101 | Senior oversight of consent process; escalation for high-risk consents and commercial negotiations |
| Simone Adesanya | Associate Lead | Calloway, Brandt & Loewe LLP | sadesanya@cbllaw.com | (713) 555-0238 | Seller's counsel lead on consent solicitations; all lease consents; Stratton Digital notice; all other vendor notices and consents |
| Richard Calloway | Lead Partner | Calloway, Brandt & Loewe LLP | rcalloway@cbllaw.com | (713) 555-0201 | Seller's lead counsel; senior escalation point for consent issues |
| Amanda Trevino | General Counsel | NovaMart Global Inc. | atrevino@novamart.com | (512) 555-0394 | NovaMart internal legal lead for counterparty communications; coordinates NovaMart business team introductions |
| Marcus Chen | VP, Operations | NovaMart Global Inc. | mchen@novamart.com | (512) 555-0411 | NovaMart operations lead; point of contact for fulfillment center lease consents and logistics partner communications |
| Theodore "Ted" Langford | SVP, Corporate Development | Cascade Retail Holdings Inc. | tlangford@cascaderetail.com | (206) 555-0271 | Cascade business lead for consent discussions; escalation point for commercial negotiations |
| Elena Vasquez-Bright | General Counsel | Cascade Retail Holdings Inc. | evasquezbright@cascaderetail.com | (206) 555-0185 | Cascade in-house legal lead; final approval authority on consent terms and any contract amendments |
| David Kim | VP, Integration Planning | Cascade Retail Holdings Inc. | dkim@cascaderetail.com | (206) 555-0293 | Cascade integration team lead; coordinates post-closing transition planning related to consented contracts |
| Patricia Holloway | Senior Paralegal, M&A | Calderwood & Harkness LLP | pholloway@calderwoodharkness.com | (212) 555-0178 | Document management; consent letter tracking; filing of executed consents and waivers |
| James Whitfield | Associate | Calloway, Brandt & Loewe LLP | jwhitfield@cbllaw.com | (713) 555-0255 | Support on fulfillment center lease consents and vendor agreement notices |
| Date | Milestone / Event | Status | Notes |
| 2025-05-20 | Stock Purchase Agreement signed; change of control provisions identified in SPA Disclosure Schedules | Completed | SPA executed May 20, 2025. ~34 contracts identified on Seller Disclosure Schedules as requiring consent or notice upon change of control. |
| 2025-05-22 | Initial review and classification of all 34 change of control contracts; risk assessment completed | Completed | Contracts classified by provision type (Consent Required, Notice Required, Both, Termination Right) and risk level (High, Medium, Low). |
| 2025-05-28 | Form consent solicitation letter finalized by Calderwood & Harkness LLP | Completed | Template letter approved for use with all counterparties (see form-consent-solicitation-letter.docx). |
| 2025-05-30 | Customized consent letters for High-priority counterparties drafted and circulated for internal review | Completed | Bespoke consent letters prepared for Pinnacle Cloud, Redline Freight, Arcwave, PayStream, and Nexagen. |
| 2025-06-02 | First wave of consent solicitation letters sent (High-priority contracts: Pinnacle Cloud, Redline Freight, Arcwave) | Completed | Draft consent letters transmitted to counterparties via email and hard copy. |
| 2025-06-05 | Second wave of consent solicitation letters sent (PayStream, Congress Tower HQ lease, additional vendor contracts) | Completed | Consent solicitations sent to PayStream, Congress Tower, Meridian Data, Summit Brands, Nexagen, Excelsior Bank, ThreatShield, Greenleaf Packaging, Prism Marketing, and Sterling Thread. |
| 2025-06-10 | Third wave: Fulfillment center lease consent letters and Ashford Savings payoff request sent | Completed | Form consent solicitation letters sent to all 14 fulfillment center landlords. Ashford Savings payoff letter request initiated; UCC termination statements requested. |
| 2025-06-18 | First waiver received — ThreatShield Security Solutions confirms waiver of consent requirement | Completed | ThreatShield confirmed waiver via email. |
| 2025-06-20 | First landlord consent received — GA Facility #1 (Peachtree Logistics Holdings LLC) | Completed | Countersigned consent letter received and filed. |
| 2025-07-01 | Weekly status reporting Larkspur Services Inc. | In Progress | Derek Okonkwo to circulate weekly updated tracker to full deal team every Monday. |
| 2025-07-15 | Target date for all High-risk consents to be obtained or in advanced negotiation | Upcoming | Allows time for any re-negotiation before expected HSR clearance. Focus on Pinnacle Cloud, Redline Freight, Arcwave, PayStream, Nexagen, and Meridian Data. |
| 2025-08-01 (est.) | Expected substantial compliance with DOJ Second Request | Upcoming | HSR clearance expected September–October 2025. |
| 2025-09-15 | Target date for all remaining consents/notices to be finalized | Upcoming | Must be complete before targeted closing date. All Condition to Closing consents must be secured. |
| 2025-10-15 (target) | Targeted Closing Date | Upcoming | All consents that are conditions to closing must be obtained by this date. Ashford Savings facility to be repaid in full. Post-closing notices to be sent within applicable timeframes. |
| 2025-12-31 | Outside Date under SPA | Upcoming | SPA termination right if closing has not occurred by this date. Consent process must be complete well in advance. |
| Section | Content |
| Matter | Cascade Retail Holdings Inc. — Acquisition of 100% of Capital Stock of NovaMart Global Inc. — Stock Purchase Agreement dated May 20, 2025 |
| Transaction Summary | Cascade Retail Holdings Inc. (Nasdaq: CRHI) is acquiring 100% of the outstanding capital stock of NovaMart Global Inc. for $1,200,000,000 in an all-cash stock purchase transaction governed by Delaware law. The acquisition constitutes a change of control under NovaMart's material contracts. |
| Purpose of Tracker | This tracker identifies and monitors the status of approximately 34 NovaMart contracts containing change of control provisions that are triggered by the stock purchase transaction. Each contract requires either prior written consent from the counterparty, written notice to the counterparty, or both, in connection with the change of control. |
| SPA Reference | The contracts listed herein are identified on the Seller Disclosure Schedules to the Stock Purchase Agreement (see SPA Section 4.14 and related schedules). Certain consents are conditions to closing under SPA Article VII. Eight (8) consents are designated as conditions to Cascade's obligation to close. |
| Responsible Parties | Calderwood & Harkness LLP (Derek Okonkwo, Tiffany Rosenthal, under supervision of Harrison Wexford) and Calloway, Brandt & Loewe LLP (Simone Adesanya, under supervision of Richard Calloway) are jointly managing the consent solicitation process. NovaMart's General Counsel (Amanda Trevino) and VP Operations (Marcus Chen) are coordinating counterparty communications. Cascade's deal team (Ted Langford, Elena Vasquez-Bright, David Kim) will participate in any commercial discussions required to secure consents. |
| Risk Classification | Contracts are classified as High, Medium, or Low risk based on: (a) materiality to NovaMart's ongoing business operations; (b) consequences of failure to obtain consent (termination right, pricing renegotiation, loss of exclusivity, etc.); (c) whether consent is a condition to closing under the SPA; and (d) likelihood of counterparty cooperation. Six (6) contracts are classified as High risk, twelve (12) as Medium risk, and sixteen (16) as Low risk. |
| High-Priority Contracts | Six contracts are classified as High risk: (1) Pinnacle Cloud Solutions Inc. (cloud hosting — entire platform infrastructure); (2) Redline Freight Corp. (logistics for NovaShip fulfillment network); (3) Arcwave Software LLC (search algorithm license — core technology); (4) PayStream Financial Technologies Inc. (payment processing — all marketplace transactions); (5) Ashford Savings Bank, N.A. ($150M revolving credit facility — mandatory repayment at closing, payoff letter and lien releases required); (6) Meridian Data Analytics Corp. (customer analytics platform) and Nexagen Enterprise Solutions Inc. (ERP system license). Failure to obtain these consents could materially impact NovaMart's operations or prevent closing. |
| Ashford Savings Payoff | NovaMart's existing $150,000,000 revolving credit facility with Ashford Savings Bank, N.A. contains a change of control event of default provision. The facility will be repaid in full at closing (estimated outstanding principal ~$143,200,000 plus accrued interest). A payoff letter, UCC termination statements, and lien releases are being negotiated (see payoff-letter-ashford-savings-draft.docx). This is tracked as an In Negotiation item and is a condition to closing. |
| Fulfillment Center Leases | NovaMart operates 14 fulfillment centers across 9 states: CA (3), NJ (2), GA (2), OH (1), IL (1), PA (1), TN (1), FL (2), WA (1). Each lease contains either a consent or notice requirement for a change of control. These are generally classified as Low risk as landlord consent is expected to be routine. Two landlord consents have already been obtained (GA Facility #1, IL Facility). Two leases (PA, WA) require both consent and notice and are classified as Medium risk. |
| Form Consent Solicitation Letter | A form consent solicitation letter has been prepared by Calderwood & Harkness LLP (see form-consent-solicitation-letter.docx) for use by NovaMart in soliciting consents from counterparties. Customized draft consent letters have been prepared for the High-priority counterparties (Pinnacle Cloud, Redline Freight, Arcwave, PayStream, Nexagen, Meridian Data). |
| Closing Condition | Under SPA Article VII, the receipt of certain specified third-party consents is a condition to Cascade's obligation to close. Eight (8) consents designated as 'Condition to Closing = Yes' in this tracker must be obtained prior to the targeted closing date of October 15, 2025. These include: Pinnacle Cloud, Redline Freight, Arcwave, PayStream, Ashford Savings (payoff), Meridian Data, Nexagen, and one additional designated consent. |
| Escalation Protocol | If a counterparty declines to provide consent or requests material amendments to the underlying contract as a condition to consent, the matter should be escalated to Harrison Wexford (Calderwood & Harkness LLP) and Elena Vasquez-Bright (Cascade) for strategic assessment and potential commercial negotiation. The Nexagen consent has been escalated under this protocol as Nexagen has requested amendment to license fees. |
| Update Cadence | This tracker will be updated weekly by Derek Okonkwo and circulated to the deal team (Calderwood & Harkness LLP, Cascade, Calloway, Brandt & Loewe LLP) as part of the pre-closing workstream reports. Weekly reporting commenced July 1, 2025. |
| Confidentiality | This tracker and all related materials are subject to attorney-client privilege and work product protection. Distribution is limited to authorized deal team members. Counterparty communications should be coordinated through NovaMart's General Counsel to maintain consistency of messaging. |