DRAFT — Subject to Review and Approval
NOVAMART GLOBAL INC. 1100 Congress Avenue, Suite 800 Austin, TX 78701
[__], 2025
Pinnacle Cloud Solutions Inc. [Address to be confirmed] [City, State, Zip Code]
Attention: General Counsel / Contracts Administration [Named contact to be confirmed]
Re: Consent to Change of Control under the Master Services Agreement dated [●], 20[●] (the "MSA"), by and between NovaMart Global Inc. ("NovaMart" or the "Company") and Pinnacle Cloud Solutions Inc. ("Pinnacle Cloud" or the "Provider"); Section [●] of the MSA
Dear Sir or Madam:
I. Background and Recitals
Reference is hereby made to the Master Services Agreement dated [●], 20[●] (as amended, supplemented, or otherwise modified from time to time, the "MSA"), entered into by and between NovaMart Global Inc., a corporation 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 "Company"), and Pinnacle Cloud Solutions Inc., a corporation organized and existing under the laws of the State of Washington, with its principal offices located at [address to be confirmed] ("Pinnacle Cloud" or the "Provider"). Capitalized terms used but not otherwise defined in this consent letter (this "Consent") shall have the meanings ascribed to them in the MSA, unless the context otherwise requires.
Pursuant to the MSA, Pinnacle Cloud provides certain cloud hosting, infrastructure management, and related technology services that support NovaMart's online marketplace platform (collectively, the "Services"). The Services constitute critical infrastructure for NovaMart's e-commerce operations, which serve the Company's network of registered buyers and active sellers. The MSA governs the terms and conditions under which Pinnacle Cloud delivers such Services, including service-level commitments, data security and privacy obligations, disaster recovery and business continuity provisions, and the respective rights and responsibilities of the parties in connection with the ongoing operation and support of NovaMart's platform environment.
NovaMart writes to inform Pinnacle Cloud of a proposed transaction involving a change of control of NovaMart and to respectfully request Pinnacle Cloud's consent thereto, as more fully described below.
II. Description of the Transaction
Cascade Retail Holdings Inc. ("Cascade"), a corporation organized and existing under the laws of the State of Delaware and publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI," with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, WA 98119, has entered into a Stock Purchase Agreement dated as of May 20, 2025 (the "SPA"), with the stockholders of NovaMart (collectively, the "Selling Stockholders"). Pursuant to the terms and conditions of the SPA, Cascade will acquire one hundred percent (100%) of the issued and outstanding shares of capital stock of NovaMart from the Selling Stockholders (the "Transaction"). The aggregate purchase price for the Transaction is One Billion Two Hundred Million Dollars ($1,200,000,000.00) in cash, subject to customary purchase price adjustments as set forth in the SPA.
The consummation of the Transaction will result in NovaMart becoming a wholly owned subsidiary of Cascade. Following the closing of the Transaction (the "Closing"), NovaMart will continue to exist as a corporation organized under the laws of the State of Delaware. NovaMart will retain its separate corporate identity, its existing contractual relationships—including the MSA—and will continue to operate its business in the ordinary course consistent with past practice. There is no present intention to merge NovaMart into Cascade or any other entity, to dissolve NovaMart, or to transfer the MSA or NovaMart's rights or obligations thereunder to any third party.
III. Identification of the Change of Control Provision
Section [●] of the MSA (the "Change of Control Provision") provides that, in the event of a "change of control" (as such term is defined in the MSA) of either party, the party undergoing such change of control shall [obtain the prior written consent of / provide notice to and obtain the consent of] the other party [prior to / within [●] days of] the consummation of such change of control. The acquisition of one hundred percent (100%) of the issued and outstanding capital stock of NovaMart by Cascade pursuant to the SPA constitutes a "change of control" of NovaMart within the meaning of the Change of Control Provision.
NovaMart is accordingly requesting Pinnacle Cloud's consent to the Transaction pursuant to, and in compliance with, the Change of Control Provision of the MSA. NovaMart is delivering this Consent in advance of the anticipated Closing in order to allow Pinnacle Cloud adequate time to review the information set forth herein and to provide its consent prior to the consummation of the Transaction.
IV. Request for Consent
NovaMart hereby requests that Pinnacle Cloud consent to the change of control of NovaMart resulting from the consummation of the transactions contemplated by the SPA, in accordance with the Change of Control Provision of the MSA.
In connection with this request, NovaMart wishes to provide Pinnacle Cloud with the following assurances regarding the expected effect of the Transaction on the MSA and the parties' ongoing relationship:
(a) Continuity of Performance. Following the Closing, NovaMart will continue to perform all of its obligations under the MSA in the ordinary course of business, consistent with its practices and performance prior to the Transaction. NovaMart does not anticipate any disruption to, or diminution in, its performance of its obligations under the MSA as a result of the Transaction.
(b) No Material Change to Services or Operations. NovaMart expects no material change to the nature, scope, or volume of the Services consumed under the MSA, to the operational requirements of NovaMart's platform environment, or to the personnel responsible for the day-to-day management of the relationship between NovaMart and Pinnacle Cloud, in each case as a result of the Transaction. The current technical team and relationship managers at NovaMart are expected to remain in their roles following the Closing.
(c) Creditworthiness of the Acquiring Party. To address any concerns Pinnacle Cloud may have regarding the financial strength and creditworthiness of the entity acquiring control of NovaMart, NovaMart respectfully directs Pinnacle Cloud's attention to the following publicly available financial information regarding Cascade:
(i) Cascade is a publicly traded company listed on the Nasdaq Stock Market (ticker: CRHI), subject to the reporting and disclosure requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission;
(ii) For the fiscal year ended December 31, 2024, Cascade reported total revenue of approximately $14.7 billion and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $1.83 billion, each as reflected in Cascade's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission;
(iii) As of May 19, 2025, Cascade's market capitalization was approximately $22.4 billion; and
(iv) Cascade maintains investment-grade credit ratings from nationally recognized statistical rating organizations.
(d) Survival of the MSA. Following the Closing, the MSA will remain in full force and effect in accordance with its terms. NovaMart does not intend to assign, transfer, or otherwise convey its rights or obligations under the MSA to Cascade or any other party as a result of the Transaction.
NovaMart is available to discuss the Transaction and to provide any additional information that Pinnacle Cloud may reasonably require in connection with its evaluation of this request. Please direct any questions or requests for additional information to the undersigned or to the notice addresses set forth in Section VII below.
V. Form of Consent
If Pinnacle Cloud is prepared to grant its consent to the Transaction as described herein, NovaMart respectfully requests that an authorized officer of Pinnacle Cloud execute this Consent in the space provided below and return a fully executed counterpart to NovaMart at the address set forth in Section VII.
By executing this Consent in the space provided below, Pinnacle Cloud acknowledges and agrees as follows:
A. Consent to Change of Control
Pinnacle Cloud Solutions Inc. hereby consents to the change of control of NovaMart Global Inc. resulting from the acquisition of one hundred percent (100%) of the issued and outstanding capital stock of NovaMart by Cascade Retail Holdings Inc. pursuant to the Stock Purchase Agreement dated as of May 20, 2025, by and among Cascade, NovaMart, and the Selling Stockholders. Such consent is given solely for purposes of Section [●] of the MSA and is limited in scope to the specific Transaction described in this Consent. This consent shall not constitute a consent to, or approval of, any other assignment, transfer, change of control, or similar event, whether involving NovaMart, Cascade, or any other person or entity, and shall not be construed as a waiver of any other provision of the MSA or of Pinnacle Cloud's right to withhold consent to any future change of control, assignment, transfer, or other event requiring consent under the MSA.
Following the consummation of the Transaction, the MSA shall remain in full force and effect in accordance with its terms, and all rights and obligations of the parties thereunder shall continue unmodified, except to the extent that NovaMart is, following the Closing, a wholly owned subsidiary of Cascade.
B. No Waiver; Reservation of Rights
Pinnacle Cloud's execution of this Consent and the grant of consent set forth herein shall not be deemed or construed as a waiver of any right, power, privilege, or remedy of Pinnacle Cloud under the MSA or under applicable law or equity, whether now existing or hereafter arising, except to the extent that Pinnacle Cloud expressly consents to the Transaction as described in Section V.A above. Without limiting the generality of the foregoing, the consent granted herein is limited solely to the specific Transaction described in this Consent and does not extend to, and shall not be deemed a consent or approval with respect to, (i) any subsequent change of control of NovaMart, Cascade, or any successor, (ii) any assignment or transfer of the MSA or of any rights or obligations thereunder, (iii) any merger, consolidation, or reorganization of NovaMart or Cascade, or (iv) any other event or circumstance that may require the consent or approval of Pinnacle Cloud under the MSA or applicable law, in each case whether or not similar to the Transaction.
C. No Amendment
Except as expressly set forth in this Consent, the MSA is not modified, amended, supplemented, or otherwise changed in any respect. All terms, conditions, covenants, representations, warranties, and obligations set forth in the MSA remain in full force and effect, unchanged and unimpaired, and the parties shall continue to be bound thereby in accordance with the terms of the MSA.
D. Governing Law
This Consent shall be governed by, and construed and enforced in accordance with, the laws governing the MSA, as specified in Section [●] thereof (the "Governing Law Provision"), without regard to conflicts of laws principles that would require the application of any other law. [Note: to be conformed to the MSA's governing law provision — anticipated to be the laws of the State of [Washington / Delaware / as specified in the MSA].]
E. Counterparts. This Consent may be executed in one or more counterparts (including by means of electronic signature or portable document format (.pdf) transmission), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
VI. Execution
If the foregoing is acceptable, please indicate Pinnacle Cloud's consent by having an authorized officer execute this Consent in the space provided below and return a fully executed copy to NovaMart at the address set forth in Section VII below.
We appreciate Pinnacle Cloud's prompt attention to this matter and look forward to the continued success of our relationship.
Very truly yours,
NOVAMART GLOBAL INC. (Requesting Party)
NOVAMART GLOBAL INC.
By: ________
Name: Amanda Trevino
Title: General Counsel
Date: ________
ACKNOWLEDGED AND CONSENTED TO:
PINNACLE CLOUD SOLUTIONS INC. (Consenting Party)
PINNACLE CLOUD SOLUTIONS INC.
By: ________
Name: [●]
Title: [●]
Date: ________
VII. Notices
All notices, requests, consents, demands, and other communications relating to this Consent shall be delivered in accordance with the notice provisions of the MSA (Section [●] thereof). Without limiting the foregoing, copies of any notice relating to this Consent should also be sent to the following:
If to NovaMart:
NovaMart Global Inc. 1100 Congress Avenue, Suite 800 Austin, TX 78701
Attention: Amanda Trevino, General Counsel
Email: [●]
With a copy (which shall not constitute notice) to buyer's counsel:
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
Attention: Derek Okonkwo
Email: [●]
With a copy (which shall not constitute notice) to seller's counsel:
Calloway, Brandt & Loewe LLP 600 Travis Street, Suite 4500 Houston, TX 77002
Attention: Simone Adesanya
Email: [●]
VIII. Enclosures
No enclosures are included with this draft. Upon finalization, the following may be enclosed or referenced as exhibits or attachments hereto, to the extent required by the consent procedures set forth in the MSA or as otherwise reasonably requested by Pinnacle Cloud:
(a) A publicly available summary or description of the Transaction (it being understood and agreed that the SPA itself is confidential and will not be provided in its entirety);
(b) Such financial statements, certificates of good standing, or other documentation relating to the acquiring party (Cascade) as may be required by the MSA or reasonably requested by Pinnacle Cloud in connection with its evaluation of this consent request; and
(c) Any other documentation identified as necessary or appropriate in the course of finalizing this Consent.
[Drafting Note: Confirm with NovaMart and Calloway, Brandt & Loewe LLP whether any additional information is required by Pinnacle Cloud under the MSA's consent procedures (e.g., audited financial statements of Cascade, certificate of good standing for NovaMart, evidence of corporate authorization, etc.). Review the MSA's consent mechanics for any specified time periods, form requirements, or conditions to granting consent.]
INTERNAL DRAFTING NOTES — CALDERWOOD & HARKNESS LLP PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
The following notes are for the internal use of Calderwood & Harkness LLP and Cascade Retail Holdings Inc. deal team members only. These notes are not part of the Consent and must be removed prior to circulation to Pinnacle Cloud Solutions Inc. or any third party.
1. Consent Workstream — General. This Consent is one of approximately thirty-four (34) contracts identified on the Change of Control Consent Tracker (the "Tracker") as requiring consent or notice upon a change of control of NovaMart. The Tracker is maintained by Derek Okonkwo and Tiffany Rosenthal of Calderwood & Harkness LLP. The current version of the Tracker is dated [●], 2025, and reflects the status of all identified consent and notice obligations.
2. Closing Condition. Obtaining the consent of Pinnacle Cloud under the MSA is a condition to Closing under Article VII of the SPA. Consent must be obtained prior to the targeted Closing date of October 15, 2025. The Outside Date under the SPA is December 31, 2025. The deal team should monitor progress on this consent closely and escalate any delays promptly.
3. Criticality of the Pinnacle Cloud MSA. The Pinnacle Cloud MSA is classified as a "critical contract" for purposes of the Transaction. Pinnacle Cloud provides the primary cloud hosting infrastructure for NovaMart's online marketplace platform, which serves approximately 9.1 million registered buyers and approximately 62,400 active sellers. Any failure to obtain consent, or any termination or material modification of the MSA, could have a material adverse effect on NovaMart's business and could potentially implicate the Material Adverse Effect closing condition under the SPA.
4. Coordination with Seller's Counsel. Finalization and delivery of this Consent to Pinnacle Cloud should be coordinated with Simone Adesanya at Calloway, Brandt & Loewe LLP, counsel to the Selling Stockholders. Calloway, Brandt & Loewe LLP has primary responsibility for managing the relationship with NovaMart's commercial counterparties and will be the initial point of contact for Pinnacle Cloud.
5. Open Items — To Be Confirmed.
(a) MSA Section Reference: Confirm the correct section number for the change of control provision, the governing law provision, and the notice provision of the MSA. The MSA was not included in the virtual data room in its fully executed form as of the date of this draft; a request for a complete copy has been submitted to NovaMart.
(b) Governing Law: Confirm whether the MSA is governed by the laws of the State of Washington, the State of Delaware, or another jurisdiction. The consent letter should be conformed accordingly.
(c) Pinnacle Cloud Address and Contact Information: The principal business address and named contact for Pinnacle Cloud must be confirmed prior to delivery.
(d) NovaMart Signatory: Confirm whether Amanda Trevino (General Counsel) or Julian Reeves (Chief Executive Officer) will sign on behalf of NovaMart.
(e) Procedural Requirements: Review the MSA for any specific procedural requirements for consent (e.g., number of days' advance notice, form of consent, supporting documentation requirements, conditions to Pinnacle Cloud's obligation to consent or restrictions on withholding consent).
6. Flag — Potential Amendment Request. Confirm whether Pinnacle Cloud requires, as a condition to granting consent, any amendment to the MSA — for example, the addition of Cascade as a party to the MSA, the provision of a parent company guarantee by Cascade, or the inclusion of additional representations or covenants by Cascade. If Pinnacle Cloud conditions its consent on any such amendment, escalate to Derek Okonkwo and the Cascade business team immediately, as any amendment may require separate negotiation and review by both parties' counsel.
7. Timeline. Target delivery of this Consent to Pinnacle Cloud no later than [●], 2025, to allow adequate time for Pinnacle Cloud's internal review and approval process. Follow up with Pinnacle Cloud at least every two weeks following delivery until consent is obtained or the matter is escalated.
CONFIDENTIAL — DRAFT — Subject to Review and Approval Calderwood & Harkness LLP