[NOVAMART GLOBAL INC. LETTERHEAD]
[Logo]
1100 Congress Avenue, Suite 800 Austin, Texas 78701 Main: (512) 555-0400
[Date]
[Via Email and Certified Mail / Overnight Courier]
[Counterparty Full Legal Name]
Attn: [Name and Title of Counterparty Contact]
[Counterparty Street Address] [Counterparty City, State, ZIP]
Re: Request for Consent to Change of Control — [Insert Title of Underlying Agreement], dated [Insert Agreement Date], between NovaMart Global Inc. and [Counterparty Name] (the "[Short Name] Agreement")
[Drafting note: Identify the underlying agreement precisely, including any amendments, statements of work, and addenda. Confirm the defined short name matches the reference used in the Change of Control Consent Tracker. Delete this note before issuance.]
Dear [Mr./Ms./Dr.] [Last Name]:
1. Introduction and Purpose
NovaMart Global Inc., a Delaware corporation ("NovaMart"), is party to the [Short Name] Agreement with [Counterparty Name] ("[Counterparty Short Name]"). We appreciate the relationship our companies have developed under the [Short Name] Agreement and are writing to inform you of an upcoming transaction that will result in a change of control of NovaMart, and to request [Counterparty Short Name]'s consent to that transaction in accordance with the terms of the [Short Name] Agreement.
As you may be aware, NovaMart is party to the [Short Name] Agreement, which contains provisions requiring [consent to / notice of] a change of control of NovaMart. This letter is being sent to provide such [notice] and to request such [consent] in accordance with Section [_] of the [Short Name] Agreement.
[Drafting note: Confirm whether the applicable provision requires consent, notice only, or both. Insert the specific section number of the underlying agreement. Where multiple provisions may be triggered (e.g., assignment plus change-of-control clauses), cite each. Delete this note before issuance.]
2. Description of the Transaction
On May 20, 2025, NovaMart, its stockholders, and Cascade Retail Holdings Inc., a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI" and headquartered at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119 ("Cascade"), entered into a Stock Purchase Agreement (the "Purchase Agreement") pursuant to which Cascade will acquire 100% of the issued and outstanding capital stock of NovaMart from NovaMart's existing stockholders (the "Transaction"). The Purchase Agreement is governed by the laws of the State of Delaware.
The parties are currently targeting a closing of the Transaction on or about October 15, 2025, subject to the satisfaction or waiver of customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The consummation of the Transaction will constitute a "change of control" of NovaMart within the meaning of the [Short Name] Agreement. Upon the closing of the Transaction, NovaMart will continue in existence as a Delaware corporation and will become a wholly-owned subsidiary of Cascade. The [Short Name] Agreement will remain in full force and effect in accordance with its terms, and NovaMart will remain the contracting party thereunder.
[Drafting note: Adjust description as needed for counterparty-specific sensitivities. Do not disclose purchase price, financing terms, or other confidential deal economics. Direct any counterparty request for additional information to Amanda Trevino, subject to sign-off by C&H.]
3. Continuity of Performance
NovaMart wishes to assure [Counterparty Short Name] that the Transaction is not expected to result in any disruption to the parties' relationship under the [Short Name] Agreement. In particular:
(a) NovaMart Global Inc. will remain the contracting party under the [Short Name] Agreement following the closing of the Transaction. No assignment, novation, or other transfer of the [Short Name] Agreement is contemplated in connection with the Transaction.
(b) NovaMart's operations, including the personnel responsible for the day-to-day administration of the relationship with [Counterparty Short Name] and account management, will continue in the ordinary course.
(c) All payment terms, service levels, delivery obligations, and other performance obligations of NovaMart under the [Short Name] Agreement will continue to be performed in accordance with the [Short Name] Agreement.
Your ongoing relationship manager at NovaMart will continue to be [Insert Name, Title], who may be reached at [Insert Phone] or [Insert Email].
4. Request for Consent
NovaMart Global Inc. hereby respectfully requests that [Counterparty Name] consent to the change of control described above, and confirm that the consummation of such transaction will not (i) constitute a breach or default under the [Short Name] Agreement, (ii) give rise to any termination right, acceleration, penalty, or modification of terms, or (iii) otherwise adversely affect the rights and obligations of the parties under the [Short Name] Agreement.
To provide such consent, we respectfully ask that an authorized signatory of [Counterparty Short Name] countersign this letter in the space provided below and return an executed copy in accordance with the delivery instructions set forth in Section 7. [If [Counterparty Short Name] wishes to provide its consent by a separate written instrument as contemplated by Section [_] of the [Short Name] Agreement, please contact the undersigned to coordinate an appropriate form.]
[Drafting note: For notice-only provisions, substitute: "NovaMart requests that [Counterparty Name] acknowledge receipt of this notice by countersigning below." Where the underlying agreement specifies a particular form of consent (e.g., prior written consent of an officer of a specified rank, or delivery through a designated contract-notice mechanism), tailor this section accordingly and consult with C&H before issuance.]
5. Requested Response Date
To facilitate an orderly closing, NovaMart would greatly appreciate receiving [Counterparty Short Name]'s countersigned response no later than [Insert Target Date]. This target date has been established in light of the anticipated closing of the Transaction on or about October 15, 2025 (with an outside date under the Purchase Agreement of December 31, 2025).
If additional time is needed, or if there are questions we can help address in advance of your response, please do not hesitate to contact the individuals identified in Section 7. We are grateful for your prompt attention to this request and remain available to discuss the matter at your convenience.
6. Confidentiality
The information contained in this letter regarding the Transaction is confidential and non-public. NovaMart respectfully requests that [Counterparty Short Name] treat this letter and its contents as confidential, and not disclose the same to any third party, except (i) to [Counterparty Short Name]'s legal, financial, and tax advisors on a need-to-know basis and subject to customary duties of confidentiality, (ii) as required by applicable law, regulation, or legal process (in which case [Counterparty Short Name] shall, to the extent legally permissible, provide NovaMart with prompt prior written notice so that NovaMart may seek an appropriate protective order), or (iii) with NovaMart's prior written consent.
The confidentiality obligations set forth in this Section 6 are in addition to, and do not supersede, any confidentiality obligations to which [Counterparty Short Name] may be subject under the [Short Name] Agreement or [Insert reference to existing NDA if applicable].
7. Contact Information and Delivery Instructions
Please direct any questions regarding this letter, and please deliver the countersigned copy of this letter, to the following:
NovaMart Global Inc.
Attn: Amanda Trevino, General Counsel
1100 Congress Avenue, Suite 800 Austin, Texas 78701
Email: [Insert email]
Phone: [Insert phone]
With copies (which shall not constitute notice under the [Short Name] Agreement) to:
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, New York 10022
Attn: Derek Okonkwo (with copy to Harrison Wexford)
Calloway, Brandt & Loewe LLP 600 Travis Street, Suite 4500 Houston, Texas 77002
Attn: Simone Adesanya (with copy to Richard Calloway)
We request that the countersigned letter be returned by (i) email in PDF format to Ms. Trevino at the address above, followed by (ii) delivery of the executed originals by overnight courier to the Austin address above.
8. Closing
We deeply value [Counterparty Short Name]'s partnership and appreciate your consideration of, and cooperation with, this request. We look forward to continuing our relationship following the closing of the Transaction. Please do not hesitate to contact the undersigned or Amanda Trevino directly if you would like to discuss any aspect of the Transaction or this letter.
Sincerely,
NOVAMART GLOBAL INC.
By: ________
Name: [Insert Name]
Title: [Insert Title]
Date: ________
ACKNOWLEDGED, AGREED, AND CONSENTED TO:
[COUNTERPARTY FULL LEGAL NAME]
By: ________
Name: ________
Title: ________
Date: ________
Enclosures:
[ ] Copy of relevant sections of the [Short Name] Agreement
[ ] Cascade Retail Holdings Inc. investor fact sheet / public press release
[ ] Form of counterparty acknowledgment (if separate from countersignature above)
Drafter's Instructional Notes — Internal Use Only
The following notes are for use by the drafting team and must be removed before this letter is issued to any counterparty.
1. Confirm the operative change-of-control provision. Before finalizing each counterparty-specific version, confirm from the underlying agreement whether the applicable provision requires (i) affirmative consent, (ii) notice only, or (iii) both, and cite the specific section number(s) in the Re: line and in Section 1. Where assignment provisions and change-of-control provisions may both be implicated, address each.
2. Use the exact phrase "change of control." The operative phrase used in Section 2 must track the language of the underlying agreement. If the underlying agreement uses a variant defined term (e.g., "Change in Control," "Sale of the Company," "Corporate Transaction"), substitute that defined term throughout and confirm the definition is triggered by a 100% stock acquisition.
3. Coordinate through the Change of Control Consent Tracker. All outgoing letters must be logged in the Consent Tracker maintained by C&H (currently covering approximately 34 identified material contracts). Update mailing date, response deadline, receipt of countersignature, and any counterparty requests upon each status change.
4. Confidentiality diligence. Before disclosing any counterparty-specific transaction detail beyond the neutral description in Section 2, review (i) the confidentiality provisions of the underlying [Short Name] Agreement, (ii) any standalone NDA between NovaMart and the counterparty, and (iii) the confidentiality and publicity provisions of the Purchase Agreement. When in doubt, escalate to Derek Okonkwo (C&H) and Simone Adesanya (CB&L).
5. No disclosure of confidential deal economics. Under no circumstances is the purchase price, financing structure, escrow/indemnity terms, or other confidential economic term of the Transaction to be disclosed in a counterparty letter or in follow-up correspondence.
6. Sign-off required. Each customized version of this letter must be reviewed and approved by both Amanda Trevino (NovaMart General Counsel) and Derek Okonkwo (C&H) prior to issuance. High-sensitivity counterparties (top-10 customers, top-10 suppliers, key IP licensors, and lenders) require additional sign-off from Richard Calloway (CB&L) and Harrison Wexford (C&H).
7. Response method flexibility. Where a counterparty declines to countersign this letter but is willing to provide consent by separate instrument, coordinate with C&H to prepare an appropriate stand-alone consent, and ensure the form is documented for closing deliverables.
8. Removal of drafting notes. Confirm removal of all bracketed drafting notes, this internal-notes page, the watermark, and the internal running header before issuance.