Prepared by Calderwood & Harkness LLP
NOVAMART GLOBAL INC. 1100 Congress Avenue, Suite 800 Austin, TX 78701
[__], 2025
Redline Freight Corp. [Address to be confirmed] [City], Georgia [Zip Code]
Attention: [Authorized Officer / General Counsel]
Re: Request for Consent to Change of Control Under the Logistics Partnership Agreement dated [____] (the "Logistics Partnership Agreement") by and between NovaMart Global Inc. ("NovaMart" or the "Company") and Redline Freight Corp. ("Redline Freight")
Dear Sir or Madam:
NovaMart Global Inc., a corporation organized and existing under the laws of the State of Delaware ("NovaMart" or the "Company"), hereby refers to that certain Logistics Partnership Agreement (the "Agreement"), entered into by and between NovaMart and Redline Freight Corp., a corporation organized and existing under the laws of the State of Georgia ("Redline Freight"), governing freight, third-party logistics (3PL), and fulfillment transportation services provided by Redline Freight to NovaMart in connection with NovaMart's retail and ecommerce operations. Capitalized terms used but not otherwise defined in this letter shall have the meanings ascribed to them in the Agreement.
Pursuant to [Section _] of the Agreement, NovaMart is required to obtain the prior written consent of Redline Freight before consummating any transaction that would result in a "change of control" of NovaMart (as such term is defined in the Agreement). NovaMart is writing to provide Redline Freight with notice of a proposed transaction that will constitute a change of control of NovaMart and to respectfully request Redline Freight's written consent to such transaction, as more fully described below.
Description of the Transaction
NovaMart has entered into a Stock Purchase Agreement dated May 20, 2025 (the "SPA") with 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," and the stockholders of NovaMart (the "Selling Stockholders"). Pursuant to the terms of the SPA, Cascade will acquire one hundred percent (100%) of the issued and outstanding 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) in cash, subject to customary purchase price adjustments as set forth in the SPA.
The Transaction is structured as a stock purchase. As a result, following the closing of the Transaction, NovaMart will continue as a wholly owned subsidiary of Cascade, and NovaMart's legal existence, assets, contracts (including the Agreement), and obligations will remain fully intact. The Transaction does not involve a merger, consolidation, asset sale, or any other structural change that would alter NovaMart's corporate identity or its status as the contracting party under the Agreement.
The acquisition of 100% of NovaMart's issued and outstanding capital stock by Cascade constitutes a "change of control" of NovaMart as that term is defined in the Agreement.
The closing of the Transaction is subject to certain customary conditions, including, without limitation, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the accuracy of representations and warranties, the performance of covenants, and the receipt of certain third-party consents, including the consent being requested herein. The parties to the SPA currently anticipate that the closing of the Transaction will occur on or about October 15, 2025, subject to the satisfaction or waiver of all applicable closing conditions.
For Redline Freight's reference, set forth below is a brief description of Cascade Retail Holdings Inc.:
Cascade Retail Holdings Inc. is an omnichannel retail and ecommerce company headquartered at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119. For its fiscal year ended December 31, 2024, Cascade reported consolidated revenue of approximately $14.7 billion. Cascade operates over 380 brick-and-mortar retail locations across North America and maintains a proprietary ecommerce platform (CascadeDirect.com) serving approximately 28 million active customers. Cascade's current market capitalization is approximately $22.4 billion. Additional information regarding Cascade's financial condition, operations, and business is publicly available through its filings with the U.S. Securities and Exchange Commission.
Confirmation of Continuity; No Other Changes
NovaMart wishes to confirm to Redline Freight that the Transaction will not alter or adversely affect NovaMart's obligations, rights, or performance under the Agreement. Specifically, NovaMart represents and confirms the following:
1. No Assignment or Transfer. The Transaction is a stock purchase only. NovaMart will remain the contracting party under the Agreement following the closing of the Transaction. There will be no assignment, transfer, or delegation of the Agreement or any of NovaMart's rights, interests, or obligations thereunder to Cascade or to any other third party as a consequence of the Transaction.
2. Continuity of Operations. NovaMart's logistics operations, including its fourteen (14) fulfillment centers located across nine (9) states — California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington — will continue to operate in the ordinary course of business following the closing of the Transaction. NovaMart does not anticipate any disruption to its fulfillment or distribution operations, including those services performed in coordination with Redline Freight.
3. Continuity of Personnel. NovaMart's approximately 2,400 employees will remain employed by NovaMart following the closing. The operational team responsible for managing the relationship with Redline Freight, including the day-to-day coordination of freight and transportation services, is expected to remain in place.
4. Continued Performance. NovaMart intends to continue performing all of its obligations under the Agreement in the ordinary course of business following the closing of the Transaction, in accordance with the terms and conditions of the Agreement as currently in effect.
5. Rights and Obligations Unchanged. NovaMart's rights and obligations under the Agreement will remain unchanged as a result of the Transaction.
Request for Consent
In light of the foregoing, NovaMart hereby respectfully requests that Redline Freight Corp. provide its written consent to the change of control of NovaMart resulting from the acquisition of 100% of NovaMart's issued and outstanding capital stock by Cascade, as required under [Section _] of the Agreement.
NovaMart requests that such consent expressly confirm each of the following:
(a) The consummation of the Transaction as described in this letter shall not constitute a default, event of default, or breach of the Agreement, and shall not give rise to any right of Redline Freight to assert that a default, event of default, or breach has occurred under the Agreement;
(b) The Agreement shall remain in full force and effect following the closing of the Transaction, in accordance with its existing terms and conditions, without amendment, modification, or supplement;
(c) No additional conditions, modifications, amendments, fees, charges, or other payments are imposed upon or owed by NovaMart or Cascade as a result of the change of control; and
(d) Redline Freight waives any termination right, acceleration right, cancellation right, or other remedy that may arise solely as a result of the change of control of NovaMart resulting from the Transaction.
Form of Consent
For Redline Freight's convenience, a proposed form of Consent and Acknowledgment is attached hereto as Attachment A for Redline Freight's review, consideration, and execution. NovaMart is, of course, happy to discuss the form of consent and to accommodate any reasonable comments or revisions that Redline Freight may have.
Confidentiality
NovaMart respectfully requests that Redline Freight treat the information contained in this letter, the existence and terms of the Transaction, and all related communications as strictly confidential, consistent with any confidentiality provisions set forth in the Agreement and applicable law, until such time as the Transaction has been publicly disclosed by the parties thereto. NovaMart will notify Redline Freight promptly upon public disclosure of the Transaction.
Closing; Contact Information
NovaMart requests that Redline Freight execute and return the Consent and Acknowledgment attached hereto at its earliest convenience, and in any event sufficiently in advance of the anticipated closing date of the Transaction (currently expected to be on or about October 15, 2025) to permit the parties to confirm satisfaction of the applicable closing conditions under the SPA.
Should you have any questions regarding this letter, the Transaction, or the proposed form of consent, or should you require any additional information, please do not hesitate to contact any of the following:
NovaMart Global Inc. Amanda Trevino, General Counsel 1100 Congress Avenue, Suite 800 Austin, TX 78701
Email: [atrevino@novamartglobal.com]
Telephone: [_]
With a copy to NovaMart's outside counsel: Calloway, Brandt & Loewe LLP 600 Travis Street, Suite 4500 Houston, TX 77002
Attention: Richard Calloway / Simone Adesanya
Email: [rcalloway@cbllaw.com / sadesanya@cbllaw.com]
Telephone: [_]
With a copy to Cascade's outside counsel: Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
Attention: Harrison Wexford / Derek Okonkwo
Email: [hwexford@calderwoodharkness.com / dokonkwo@calderwoodharkness.com]
Telephone: [_]
We appreciate Redline Freight's prompt attention to this matter and look forward to the continued success of our logistics partnership.
Very truly yours,
NOVAMART GLOBAL INC.
By: ________
Name: Amanda Trevino
Title: General Counsel
Date: [__], 2025
cc: Julian Reeves, Founder & Chief Executive Officer, NovaMart Global Inc. Richard Calloway, Calloway, Brandt & Loewe LLP Simone Adesanya, Calloway, Brandt & Loewe LLP Harrison Wexford, Calderwood & Harkness LLP Derek Okonkwo, Calderwood & Harkness LLP
ATTACHMENT A
CONSENT AND ACKNOWLEDGMENT OF REDLINE FREIGHT CORP.
CONSENT AND ACKNOWLEDGMENT
Reference: Logistics Partnership Agreement by and between NovaMart Global Inc. and Redline Freight Corp.
RECITALS
WHEREAS, Redline Freight Corp., a corporation organized and existing under the laws of the State of Georgia ("Redline Freight"), is party to that certain Logistics Partnership Agreement dated [__] (the "Agreement") with NovaMart Global Inc., a corporation organized and existing under the laws of the State of Delaware ("NovaMart"), pursuant to which Redline Freight provides freight, third-party logistics (3PL), and fulfillment transportation services to NovaMart;
WHEREAS, Redline Freight has been advised by NovaMart that Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware ("Cascade"), intends to acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart from the stockholders of NovaMart, pursuant to a Stock Purchase Agreement dated May 20, 2025, for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) in cash (the "Transaction");
WHEREAS, the Transaction constitutes a "change of control" of NovaMart as such term is defined in [Section _] of the Agreement;
WHEREAS, under [Section _] of the Agreement, the prior written consent of Redline Freight is required before the consummation of any transaction that results in a change of control of NovaMart; and
WHEREAS, Redline Freight has reviewed the information provided by NovaMart regarding the Transaction and desires to grant its consent to the change of control of NovaMart resulting therefrom, subject to and in accordance with the terms of this Consent and Acknowledgment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Redline Freight hereby agrees as follows:
1. Consent to Change of Control.
Redline Freight hereby consents to the change of control of NovaMart resulting from the Transaction, pursuant to which Cascade will acquire 100% of the issued and outstanding capital stock of NovaMart from the Selling Stockholders (as defined in the Stock Purchase Agreement dated May 20, 2025), as described in NovaMart's consent request letter to Redline Freight dated [__], 2025.
2. Acknowledgments and Agreements.
Redline Freight hereby acknowledges and agrees as follows:
(a) No Default or Breach. The consummation of the Transaction shall not constitute a default, event of default, breach, or violation of the Agreement, and shall not give rise to any right of Redline Freight to assert that a default, event of default, breach, or violation has occurred under the Agreement.
(b) Agreement Remains in Full Force and Effect. The Agreement shall continue in full force and effect in accordance with its existing terms and conditions following the closing of the Transaction, without any amendment, modification, or supplement.
(c) No Amendment Required. No amendment, modification, supplement, or other change to the Agreement is required as a result of the Transaction or the change of control of NovaMart.
(d) No Additional Fees or Charges. No additional fees, charges, payments, or other amounts are owed by NovaMart, Cascade, or any of their respective affiliates to Redline Freight as a result of the change of control of NovaMart or the consummation of the Transaction.
(e) Waiver of Remedies. Redline Freight hereby waives any right it may have under the Agreement or applicable law to terminate, cancel, suspend, or modify the Agreement, or to exercise any other remedy (including, without limitation, any right to accelerate any obligation or to seek damages), arising solely from or in connection with the change of control of NovaMart resulting from the Transaction.
3. Limited Consent.
This consent is limited solely to the Transaction as described herein and in NovaMart's consent request letter dated [__], 2025. Nothing in this Consent and Acknowledgment shall be deemed to constitute a consent by Redline Freight to any other transaction, assignment, transfer, delegation, change of control, or other action that may require the consent of Redline Freight under the Agreement. This Consent and Acknowledgment shall not be construed as a waiver of Redline Freight's right to withhold or grant consent with respect to any future transaction or event requiring consent under the Agreement.
4. Governing Law.
This Consent and Acknowledgment shall be governed by and construed in accordance with the governing law provisions set forth in the Agreement, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction.
5. Counterparts.
This Consent and Acknowledgment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Consent and Acknowledgment by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of an originally executed counterpart.
6. Entire Understanding.
This Consent and Acknowledgment, together with the Agreement, constitutes the entire understanding between Redline Freight and NovaMart with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written, relating to Redline Freight's consent to the Transaction.
IN WITNESS WHEREOF, Redline Freight Corp. has caused this Consent and Acknowledgment to be executed by its duly authorized officer as of the date set forth below.
REDLINE FREIGHT CORP.
By: ________
Name: ________
Title: ________
Date: [__], 2025
ACKNOWLEDGED AND AGREED:
NOVAMART GLOBAL INC.
By: ________
Name: ________
Title: ________
Date: [__], 2025
Drafted by Calderwood & Harkness LLP