PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — DRAFT FOR DISCUSSION PURPOSES ONLY
NOVAMART GLOBAL INC. 1100 Congress Avenue, Suite 800 Austin, TX 78701
[●], 2025
Prepared by Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, NY 10022
VIA EMAIL AND OVERNIGHT COURIER
Arcwave Software LLC
Attention: [Authorized Officer / General Counsel — to be confirmed]
[Principal Place of Business — address to be confirmed by NovaMart / Calloway, Brandt & Loewe LLP]
Re: Consent to Change of Control Under Technology License Agreement dated [●] (the "License Agreement") between NovaMart Global Inc. ("NovaMart" or the "Licensee") and Arcwave Software LLC ("Arcwave" or the "Licensor")
Dear Sir or Madam:
1. Introduction and Background
NovaMart Global Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal offices located at 1100 Congress Avenue, Suite 800, Austin, TX 78701 ("NovaMart" or the "Licensee"), writes to you in your capacity as Licensor under that certain Technology License Agreement (the "License Agreement") entered into by and between NovaMart and Arcwave Software LLC, a limited liability company organized under the laws of the State of California ("Arcwave" or the "Licensor"). The License Agreement governs the license of Arcwave's proprietary search algorithm technology to NovaMart for use on NovaMart's online marketplace platform.
As you are aware, the License Agreement contains certain provisions restricting or conditioning a change of control of the Licensee. Specifically, Section [●] of the License Agreement (the "Change of Control Provision") requires that the Licensee obtain the prior written consent of the Licensor in connection with any direct or indirect change of control of NovaMart, as such term is defined therein, or, in the alternative, provide written notice to the Licensor and obtain such consent prior to or concurrently with the consummation of any such change of control event.
NovaMart is writing to inform Arcwave of a pending transaction that will result in a change of control of NovaMart within the meaning of the License Agreement, and to respectfully request that Arcwave provide its written consent to such change of control, as more fully described below.
2. Description of the Transaction
NovaMart has entered into that certain Stock Purchase Agreement dated as of May 20, 2025 (the "SPA") by and among NovaMart, the stockholders of NovaMart listed on the signature pages thereto (collectively, the "Sellers"), and Cascade Retail Holdings Inc. ("Cascade"), a corporation duly organized and existing under the laws of the State of Delaware, whose shares of common stock are publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI." Cascade maintains its principal corporate offices at 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119.
Pursuant to the terms and conditions of the SPA, Cascade will acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart from the Sellers (the "Transaction"). As a result, upon the consummation of the Transaction, NovaMart will become a direct, wholly owned subsidiary of Cascade. The Transaction constitutes a "change of control" of NovaMart within the meaning of Section [●] of the License Agreement.
The principal selling stockholders and their approximate ownership interests in NovaMart are as follows:
Upon the closing of the Transaction, all of the outstanding capital stock of NovaMart currently held by the Sellers will be transferred to Cascade, and NovaMart will continue to operate as a wholly owned subsidiary of Cascade. It is anticipated that NovaMart's current management team and operational personnel will remain in place following the closing, subject to the terms and conditions of the SPA and related employment and transition arrangements.
The closing of the Transaction is expected to occur on or about October 15, 2025, subject to the satisfaction or waiver of customary closing conditions, including, without limitation, the receipt of applicable regulatory approvals. Such regulatory approvals include, among others, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), from the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission.
By way of background, Cascade is a leading omnichannel retail and ecommerce company operating over 380 brick-and-mortar retail locations across the United States, Canada, and Mexico, as well as a proprietary ecommerce platform known as CascadeDirect.com. Cascade's platform serves approximately 28 million active customers and offers a diverse range of consumer products across multiple verticals. For its fiscal year ended January 31, 2025 ("FY2024"), Cascade reported consolidated revenues of approximately $14.7 billion. Cascade is well capitalized and committed to supporting the continued growth and operational excellence of NovaMart following the closing of the Transaction.
3. Description of the License Agreement
As referenced above, the License Agreement — formally titled the "Technology License Agreement" — was executed by and between NovaMart Global Inc. and Arcwave Software LLC on or about [●]. The License Agreement governs the terms and conditions under which Arcwave grants to NovaMart a license to use, implement, and integrate Arcwave's proprietary search algorithm software and related technology (the "Licensed Technology") into NovaMart's online marketplace platform.
The Licensed Technology is a critical component of the search and product discovery functionality on NovaMart's marketplace platform, which currently supports approximately 62,400 active third-party sellers and serves approximately 9.1 million registered buyers. NovaMart has relied on the Licensed Technology since the execution of the License Agreement to power core search, indexing, ranking, and recommendation capabilities that are integral to the user experience and commercial performance of NovaMart's marketplace.
In connection with the Transaction, NovaMart's internal legal team, in conjunction with its outside counsel, Calderwood & Harkness LLP, conducted a comprehensive review of NovaMart's material contracts. The License Agreement was identified as one of approximately thirty-four (34) material contracts of NovaMart containing change of control provisions, restrictions, or consent requirements that may be triggered by the Transaction. The change of control consent solicitation process for all such identified contracts is being coordinated by Calderwood & Harkness LLP and is tracked on the Change of Control Consent Tracker maintained by Calderwood & Harkness LLP.
Section [●] of the License Agreement specifically provides that the Licensee shall not, without the prior written consent of the Licensor, consummate or permit any direct or indirect change of control of the Licensee, including, without limitation, any transaction or series of related transactions resulting in a change in the beneficial ownership of a majority of the voting securities of the Licensee, any merger, consolidation, or business combination involving the Licensee in which the Licensee is not the surviving entity or in which the holders of the Licensee's voting securities immediately prior to such transaction hold less than a majority of the voting securities of the surviving or resulting entity, or any sale of all or substantially all of the assets of the Licensee. The Transaction — the acquisition by Cascade of 100% of the issued and outstanding capital stock of NovaMart — falls squarely within the scope of this provision.
4. Request for Consent
NovaMart hereby formally requests that Arcwave provide its written consent, in accordance with Section [●] of the License Agreement, to the change of control of NovaMart resulting from the Transaction, as described in Section 2 of this letter.
In support of this request, NovaMart confirms and represents the following with respect to the period following the consummation of the Transaction:
(a) Continued Existence. NovaMart will continue to exist as a corporation duly organized and in good standing under the laws of the State of Delaware and will continue to operate as a wholly owned subsidiary of Cascade. NovaMart will maintain its separate corporate identity, and the Transaction will not result in the dissolution, winding up, or liquidation of NovaMart.
(b) Continued Performance. NovaMart will continue to be bound by, and will continue to perform all of its obligations under, the License Agreement in accordance with the terms and conditions thereof. NovaMart does not intend to seek any release, waiver, or discharge of any of its obligations under the License Agreement as a result of or in connection with the Transaction.
(c) No Amendment or Modification. There will be no amendment, modification, supplement, restatement, or other change to the terms and conditions of the License Agreement as a result of or in connection with the Transaction. The License Agreement will continue in full force and effect in accordance with its existing terms.
(d) Continued Use of Licensed Technology. NovaMart's use of the Licensed Technology will continue in the same manner, for the same purposes, and within the same scope of use as prior to the consummation of the Transaction. NovaMart does not anticipate any material changes to the manner in which the Licensed Technology is deployed, integrated, or utilized on NovaMart's marketplace platform as a result of the Transaction. For the avoidance of doubt, neither Cascade nor any affiliate of Cascade (other than NovaMart) will use, access, or exploit the Licensed Technology except to the extent expressly permitted under the License Agreement.
(e) No Existing Default. NovaMart represents and warrants that, as of the date of this letter, NovaMart is not in default or breach of any provision of the License Agreement, nor is NovaMart aware of any circumstances, events, or conditions that, with the passage of time, the giving of notice, or both, would reasonably be expected to give rise to a default or breach under the License Agreement.
NovaMart respectfully submits that the Transaction will not adversely affect Arcwave's rights or interests under the License Agreement, and that Arcwave's consent to the change of control should not be unreasonably withheld, conditioned, or delayed.
5. Confirmation of Continuing Obligations
NovaMart hereby acknowledges and confirms that the License Agreement will remain in full force and effect following the consummation of the Transaction. All rights, obligations, covenants, representations, warranties, and other provisions of the License Agreement, including, without limitation, all payment obligations, confidentiality and data security obligations, use restrictions, intellectual property protections, indemnification obligations, and termination provisions, will continue in full force and effect without amendment, modification, or interruption.
Furthermore, NovaMart confirms that all rights and obligations of NovaMart as the Licensee under the License Agreement will continue without modification, and NovaMart will remain fully responsible for the performance of all such obligations.
Cascade, as the new indirect parent company and sole stockholder of NovaMart following the closing of the Transaction, is aware of NovaMart's obligations under the License Agreement and will support NovaMart's continued compliance with the terms and conditions thereof. To the extent requested by Arcwave, Cascade is prepared to provide such further assurances, acknowledgments, or undertakings as may be reasonably necessary to confirm its support for NovaMart's ongoing performance under the License Agreement, including, if applicable, executing the acknowledgment set forth in Section 8 of this letter.
6. Request for Execution and Return of Consent
Arcwave is respectfully requested to indicate its consent to the change of control described herein by executing and returning the enclosed copy of this letter, or, alternatively, by executing and returning the attached Consent and Acknowledgment form, to NovaMart at the address set forth above (or to NovaMart's outside counsel at the address indicated in the distribution section below).
By signing below in the space provided, Arcwave will be deemed to have agreed to the following consent language:
"By signing below, Arcwave Software LLC hereby consents to the change of control of NovaMart Global Inc. resulting from the acquisition of 100% of the outstanding capital stock of NovaMart by Cascade Retail Holdings Inc. as described in this letter, and confirms that such change of control will not constitute a default, breach, or event giving rise to termination or modification rights under the Technology License Agreement dated [●] between NovaMart Global Inc. and Arcwave Software LLC (the 'License Agreement'). This consent is given solely for the purposes described herein and shall not be construed as a waiver or modification of any other provision of the License Agreement, nor as a consent to any other transaction or event."
In the event that Arcwave wishes to condition its consent upon additional terms, requirements, or assurances, or to attach supplemental conditions to such consent, NovaMart is prepared to discuss any such conditions or terms in good faith and in a timely manner so as not to delay the anticipated closing of the Transaction. Any such conditions or additional terms should be communicated in writing to NovaMart's General Counsel, Amanda Trevino, or to NovaMart's outside counsel, Calderwood & Harkness LLP, at the contact information set forth below.
NovaMart respectfully requests that Arcwave provide its consent at the earliest practicable date, and in any event no later than [●], 2025, in order to facilitate the satisfaction of closing conditions under the SPA. NovaMart appreciates Arcwave's prompt attention to this matter and looks forward to the continued partnership between NovaMart and Arcwave following the consummation of the Transaction.
[CONSENT AND SIGNATURE BLOCKS FOLLOW ON NEXT PAGE]
CONSENT OF LICENSOR
ARCWAVE SOFTWARE LLC
By: ________
Name: [●]
Title: [●]
Date: [●]
NOVAMART SIGNATURE
NOVAMART GLOBAL INC.
By: ________
Name: Amanda Trevino
Title: General Counsel
Date: [●]
ACKNOWLEDGED AND AGREED BY CASCADE RETAIL HOLDINGS INC.
[Note: This section is included as a placeholder. Cascade's joinder and acknowledgment may be requested by Arcwave to confirm Cascade's support for NovaMart's ongoing obligations under the License Agreement. Inclusion of this section in the final version of the consent letter is subject to discussion and negotiation with Arcwave and its counsel.]
By executing below, Cascade Retail Holdings Inc. acknowledges the terms of this Consent Letter and confirms that, following the closing of the Transaction, Cascade will support NovaMart's continued compliance with, and performance of all of NovaMart's obligations under, the License Agreement.
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Elena Vasquez-Bright
Title: General Counsel
Date: [●]
Enclosures
Enclosure 1: Copy of the executed Technology License Agreement between NovaMart Global Inc. and Arcwave Software LLC dated [●] (or relevant excerpts thereof, including the change of control provision set forth in Section [●]) — enclosed for Arcwave's reference.
Enclosure 2: Duplicate original of this Consent Letter, provided for Arcwave's execution and return to NovaMart.
Distribution
Copies of this letter have been furnished to:
Calderwood & Harkness LLP
Attention: Derek Okonkwo, Lead Associate
599 Lexington Avenue, 38th Floor New York, NY 10022
Email: [d.okonkwo@calderwoodharkness.com]
Calloway, Brandt & Loewe LLP
Attention: Simone Adesanya, Associate Lead
600 Travis Street, Suite 4500 Houston, TX 77002
Email: [s.adesanya@callowaybrandt.com]
INTERNAL NOTATION — NOT FOR DISTRIBUTION TO ARCWAVE:
This draft consent letter is part of the change of control consent solicitation process for approximately thirty-four (34) identified NovaMart material contracts containing change of control provisions, restrictions, or consent requirements triggered by the Transaction. This solicitation process is tracked on the Change of Control Consent Tracker maintained by Calderwood & Harkness LLP (the "Consent Tracker"). The Arcwave Software LLC consent request is designated as Item No. [●] on the Consent Tracker.
This draft has been prepared by Calderwood & Harkness LLP for review and comment by NovaMart (Amanda Trevino, General Counsel) and Calloway, Brandt & Loewe LLP (Richard Calloway, Partner / Simone Adesanya, Associate Lead) prior to dispatch to Arcwave. No version of this letter should be transmitted to Arcwave or its counsel until final approval has been received from both NovaMart and Calloway, Brandt & Loewe LLP. All comments should be returned via redline to Derek Okonkwo at Calderwood & Harkness LLP.
| Selling Stockholder | Approximate Ownership (%) |
| Ridgeline Equity Partners, LP | 41.2% |
| Brindoval Ventures Fund III, LP | 22.8% |
| Julian Reeves (Founder & Chief Executive Officer) | 18.5% |
| Priya Narasimhan (Co-Founder & Chief Technology Officer) | 8.3% |
| Other management and employee stockholders | 9.2% |
| Total | 100.0% |