PAYOFF LETTER AND LIEN RELEASE
DRAFT — Subject to Review and Approval by All Parties
[●], 2025
Reference: Revolving Credit Agreement dated as of [●], 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and among NovaMart Global Inc., a Delaware corporation, as Borrower, the Guarantors party thereto from time to time, and Ashford Savings Bank, N.A., a national banking association, as Administrative Agent and Lender
Facility: $150,000,000 Senior Secured Revolving Credit Facility
Prepared by: Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, New York 10022, on behalf of Cascade Retail Holdings Inc. (as Buyer) in connection with the Stock Purchase Agreement dated as of May 20, 2025
CONFIDENTIAL — This document is a draft prepared by Calderwood & Harkness LLP at the direction of Cascade Retail Holdings Inc. and is being circulated for discussion purposes only. It does not constitute a binding obligation of any party until executed and delivered in accordance with its terms. This document is subject to the attorney-client privilege and attorney work product doctrine. Distribution is limited to the parties identified herein and their respective legal counsel.
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PART I — INTRODUCTORY RECITALS
A. Identification of Parties
This Payoff Letter and Lien Release (this "Payoff Letter") is entered into by and among the following parties:
Borrower: NovaMart Global Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701 (Employer Identification Number: 84-3291547) (the "Borrower" or "NovaMart").
Administrative Agent and Lender: Ashford Savings Bank, N.A., a national banking association organized and existing under the laws of the United States and chartered under the Office of the Comptroller of the Currency, with its principal offices located at [●] (the "Administrative Agent," the "Lender," or "Ashford Savings Bank," and in its capacity as both Administrative Agent and Lender under the Credit Agreement, the "Secured Party").
Buyer (requesting payoff on behalf of Borrower): Cascade Retail Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware, whose shares of common stock are publicly listed on the Nasdaq Global Select Market under the ticker symbol "CRHI," with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119 (Employer Identification Number: 91-2847653) (the "Buyer" or "Cascade").
Buyer's Counsel: Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, New York 10022 (Harrison Wexford, Responsible Partner; Derek Okonkwo, Lead Associate).
Borrower's / Seller's Counsel: Calloway, Brandt & Loewe LLP, 600 Travis Street, Suite 4500, Houston, Texas 77002 (Richard Calloway, Lead Partner; Simone Adesanya, Associate Lead).
Each of the foregoing parties is referred to herein individually as a "Party" and collectively as the "Parties."
B. Recital of Credit Facility
WHEREAS, NovaMart Global Inc., as Borrower, entered into that certain Revolving Credit Agreement dated as of [●], 2021 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Credit Agreement") with Ashford Savings Bank, N.A., as Administrative Agent and as Lender, pursuant to which Ashford Savings Bank made available to NovaMart a senior secured revolving credit facility in an aggregate principal amount of up to One Hundred Fifty Million Dollars ($150,000,000) (the "Revolving Credit Facility"), including a letter of credit sub-facility and a swingline sub-facility, each as more fully described in the Credit Agreement;
WHEREAS, the obligations of NovaMart under the Credit Agreement are guaranteed by certain domestic subsidiaries of NovaMart (collectively, the "Guarantors"), as set forth in that certain Guarantee Agreement dated as of [●], 2021 (the "Guarantee Agreement"), made by the Guarantors in favor of Ashford Savings Bank, N.A., as Administrative Agent, a complete list of such Guarantors being set forth on Schedule A attached hereto;
WHEREAS, the obligations of NovaMart and the Guarantors under the Credit Agreement and the Guarantee Agreement are secured by a first-priority perfected lien on and security interest in substantially all of the assets of NovaMart and each Guarantor (collectively, the "Collateral"), as granted pursuant to that certain Security Agreement dated as of [●], 2021 (the "Security Agreement"), made by NovaMart and the Guarantors in favor of Ashford Savings Bank, N.A., as Administrative Agent, and as further evidenced by UCC-1 financing statements filed with the Secretary of State of the State of Delaware and in such other jurisdictions as may be applicable, each as more particularly described on Schedule C attached hereto;
WHEREAS, in addition to the Security Agreement, certain ancillary security documents were executed and delivered in connection with the Credit Agreement, including without limitation intellectual property security agreements, deposit account control agreements, securities account control agreements, pledge agreements, and such other documents and instruments as are identified herein (collectively with the Credit Agreement, the Guarantee Agreement, the Security Agreement, and all other agreements, documents, and instruments executed in connection therewith, the "Loan Documents");
C. Recital of Transaction
WHEREAS, pursuant to that certain Stock Purchase Agreement dated as of May 20, 2025 (the "SPA" or the "Stock Purchase Agreement"), by and among Cascade Retail Holdings Inc., as Buyer, NovaMart Global Inc., as the Company, and the Selling Stockholders named therein — including Ridgeline Equity Partners, LP, Brindoval Ventures Fund III, LP, Julian Reeves, Priya Narasimhan, and the other individuals and entities identified on the signature pages thereto (collectively, the "Selling Stockholders") — Cascade has agreed to acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Purchase Price"), subject to customary purchase price adjustments as set forth in the SPA (the "Acquisition");
WHEREAS, Section 7.12 of the SPA provides, as a condition to the obligations of Cascade to consummate the closing of the Acquisition (the "Closing"), that all Indebtedness (as defined in the SPA) of NovaMart and its subsidiaries under the Credit Agreement with Ashford Savings Bank be repaid in full and terminated, and that all liens and security interests securing such Indebtedness be fully released and discharged, in each case effective no later than simultaneously with the Closing;
WHEREAS, the consummation of the Acquisition constitutes a "Change of Control" (as defined in Section 1.01 of the Credit Agreement), which triggers mandatory prepayment and termination obligations under Section 2.11(c) of the Credit Agreement, thereby requiring the repayment in full of all outstanding obligations and the termination of all commitments under the Credit Agreement;
D. Purpose of Letter
WHEREAS, NovaMart and Cascade are jointly requesting that Ashford Savings Bank, N.A., as Administrative Agent and Lender, deliver this Payoff Letter confirming (i) the total payoff amount required to satisfy all obligations of NovaMart and each Guarantor under the Credit Agreement and all other Loan Documents in full (the "Total Payoff Amount"), (ii) the termination of all commitments under the Credit Agreement, and (iii) the release of all liens, security interests, pledges, assignments, and encumbrances in favor of Ashford Savings Bank securing such obligations;
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
PART II — PAYOFF AMOUNT AND CALCULATION
A. Payoff Amount as of Anticipated Closing Date
The following amounts are calculated assuming a payoff date of October 15, 2025 (the "Payoff Date"), which is the targeted date for the Closing under the SPA. The Payoff Date is subject to adjustment in accordance with the terms of the SPA, provided that the Closing shall occur no later than the outside date of December 31, 2025 (the "Outside Date") set forth in Section 9.01(b)(i) of the SPA. All amounts set forth below are as represented and confirmed by Ashford Savings Bank, N.A., in its capacity as Administrative Agent and Lender under the Credit Agreement:
The Total Payoff Amount is estimated to be approximately One Hundred Forty-Three Million Two Hundred Thousand Dollars ($143,200,000) in outstanding principal, plus accrued and unpaid interest, fees, and expenses as set forth above. Ashford Savings Bank, N.A. is requested to complete all bracketed amounts in the foregoing table and to return a countersigned copy of this Payoff Letter confirming such amounts no later than ten (10) business days prior to the anticipated Payoff Date.
For the avoidance of doubt, the Total Payoff Amount includes all amounts necessary to satisfy in full all "Obligations" as defined in the Credit Agreement and the Security Agreement, including without limitation all principal, interest, fees, expenses, indemnification amounts (to the extent liquidated and determinable as of the Payoff Date), and any other amounts owing under any of the Loan Documents.
B. Per Diem Interest
In the event that the Total Payoff Amount is not received in full in immediately available funds on the Payoff Date, interest shall continue to accrue on the outstanding principal balance of the Revolving Loans at the applicable rate under the Credit Agreement. Ashford Savings Bank, N.A. is requested to confirm:
(i) the applicable interest rate(s) currently in effect under the Credit Agreement with respect to each tranche of outstanding Revolving Loans, including whether such loans bear interest at the Term SOFR rate plus the applicable margin or the Alternate Base Rate plus the applicable margin (each as defined in the Credit Agreement);
(ii) the per diem interest accrual amount, which shall equal $[●] per day based on the outstanding principal balance and applicable interest rate(s) as of the Payoff Date (the "Per Diem Amount"); and
(iii) any additional fees or charges that would accrue on a daily basis following the Payoff Date, including without limitation default interest (if applicable) and any increased commitment fees on unused commitments.
Calderwood & Harkness LLP respectfully requests that Ashford Savings Bank provide the foregoing information at the earliest practicable date so that the Funds Flow Memorandum for the Closing may be finalized accordingly.
C. Accuracy and Good-Through Date
The Total Payoff Amount stated in Section A above is accurate only if payment in the full amount thereof is received by Ashford Savings Bank, N.A. in immediately available funds on or before the Payoff Date. The payoff quote reflected herein shall be deemed a "good-through" amount solely for the Payoff Date specified above (i.e., October 15, 2025).
If the Total Payoff Amount is not received on or before the Payoff Date, additional per diem interest, commitment fees, and other charges will continue to accrue, and the Total Payoff Amount must be recalculated to reflect such additional accruals. In such event, NovaMart or Cascade (or their respective counsel) shall promptly contact Ashford Savings Bank to obtain an updated payoff amount.
Ashford Savings Bank, N.A. is hereby requested to confirm, by its execution of this Payoff Letter, that no other amounts — including any contingent, unliquidated, or disputed amounts — are owed by NovaMart or any Guarantor under the Credit Agreement or any other Loan Document, other than (a) the amounts expressly set forth in the payoff table in Section A above, and (b) indemnification obligations that by their express terms survive the termination of the Credit Agreement and the repayment of all Obligations thereunder, to the extent such obligations have not yet accrued or become due and payable as of the Payoff Date. For the avoidance of doubt, Ashford Savings Bank confirms that no swap or hedging obligations are outstanding between NovaMart and Ashford Savings Bank that would constitute "Obligations" under the Credit Agreement.
D. Outstanding Letters of Credit
Ashford Savings Bank, N.A. is requested to identify all letters of credit (each, an "L/C") currently outstanding under the Credit Agreement, if any, including the face amount, date of issuance, expiration date, and beneficiary of each such L/C. A schedule of all outstanding L/Cs, if any, shall be set forth on Schedule E attached hereto.
With respect to any L/Cs that remain outstanding as of the Payoff Date, the Parties agree that each such L/C shall be addressed in one of the following manners on or prior to the Payoff Date:
(i) Return for Cancellation. The beneficiary of such L/C shall return the original L/C to Ashford Savings Bank for cancellation, and Ashford Savings Bank shall cancel such L/C and confirm such cancellation in writing to NovaMart and Cascade;
(ii) Cash Collateralization. NovaMart or Cascade shall deposit with Ashford Savings Bank cash collateral in an amount equal to one hundred and five percent (105%) of the aggregate undrawn face amount of such L/C (or such other percentage as may be specified in the Credit Agreement), to be held by Ashford Savings Bank in a segregated cash collateral account pending the expiration or cancellation of such L/C; or
(iii) Replacement / Backstop. Cascade shall cause a replacement letter of credit to be issued by Cascade's financing sources (or another financial institution acceptable to the beneficiary), on terms acceptable to the beneficiary and to Ashford Savings Bank, which replacement letter of credit shall serve as a backstop to or substitute for the existing L/C, and upon issuance of such replacement letter of credit, Ashford Savings Bank shall be released from all obligations with respect to such L/C.
The treatment of each outstanding L/C (if any) shall be specified on Schedule E and shall be agreed upon by the Parties no later than five (5) business days prior to the Payoff Date. In the event that cash collateralization is elected, the cash collateral amount shall be included in the Total Payoff Amount or funded separately, as agreed by the Parties.
PART III — WIRE INSTRUCTIONS FOR PAYOFF
A. Ashford Savings Bank Wire Instructions
All payoff amounts required to be paid pursuant to this Payoff Letter shall be remitted in immediately available United States dollar funds by federal wire transfer to the following account of Ashford Savings Bank, N.A.:
Bank Name: Ashford Savings Bank, N.A.
ABA Routing Number: [●]
Account Name: [●] (Loan Payoff Account / Credit Agreement Account)
Account Number: [●]
Reference: NovaMart Global Inc. — Revolving Credit Facility Payoff / [Credit Agreement Reference Number]
Attention: [●], Loan Operations Department
Ashford Savings Bank, N.A. is requested to complete all bracketed information in the wire instructions set forth above and to confirm such wire instructions by separate written notice (which may be delivered by email) to Calderwood & Harkness LLP (Attn: Derek Okonkwo) and Calloway, Brandt & Loewe LLP (Attn: Simone Adesanya) no later than five (5) business days prior to the Payoff Date. Wire transfers shall be initiated on the Payoff Date in accordance with the timing set forth in the Funds Flow Memorandum, with the objective of ensuring receipt of immediately available funds by Ashford Savings Bank no later than 2:00 p.m. Eastern Time on the Payoff Date.
In the event that any wire transfer is rejected or returned for any reason, the sender shall promptly re-initiate such transfer upon receiving notice of such rejection. Any delay in receipt of the Total Payoff Amount caused by a rejected or returned wire transfer shall not excuse NovaMart or Cascade from payment of per diem interest accruing during the period of such delay.
B. Confirmation of Receipt
Ashford Savings Bank, N.A. shall use commercially reasonable efforts to confirm receipt of the Total Payoff Amount in full in immediately available funds by email and/or telephone to each of the following individuals as promptly as practicable, and in no event later than 5:00 p.m. Eastern Time on the Payoff Date (or the next succeeding business day if funds are received after 4:00 p.m. Eastern Time):
NovaMart Global Inc.:
• Douglas "Doug" Whitfield, Chief Financial Officer
• Amanda Trevino, General Counsel
Cascade Retail Holdings Inc.:
• Rajiv Sundaram, Chief Financial Officer
• Elena Vasquez-Bright, General Counsel
Calderwood & Harkness LLP:
• Derek Okonkwo, Lead Associate
Calloway, Brandt & Loewe LLP:
• Simone Adesanya, Associate Lead
Contact information (including email addresses and direct telephone numbers) for each of the foregoing individuals shall be exchanged among the Parties no later than five (5) business days prior to the Payoff Date. Such confirmation shall include a written statement (which may be by email) that the Total Payoff Amount has been received in full, that all Obligations under the Credit Agreement have been satisfied, and that the termination and lien release provisions of this Payoff Letter have become effective.
C. Source of Payoff Funds
For informational purposes only, and without creating any obligation on the part of Ashford Savings Bank to verify the source of funds, the Parties note that the Total Payoff Amount will be funded from the closing sources under the SPA, as reflected in the Funds Flow Memorandum to be prepared by Calderwood & Harkness LLP and circulated to the Parties prior to the Payoff Date. Such closing sources include:
(i) proceeds from the $750,000,000 Senior Secured Term Loan B provided by a syndicate of lenders with Cornerstone National Bank, N.A. acting as Administrative Agent (the "Term Loan B Facility"), to be funded on the Payoff Date;
(ii) a draw of $200,000,000 on Cascade's existing revolving credit facility maintained with [●] (the "Cascade Revolver"), to be funded on or prior to the Payoff Date; and
(iii) approximately $250,000,000 in cash on hand of Cascade (including amounts held in Cascade's operating accounts and short-term investment accounts).
The allocation of the foregoing sources to the various uses of funds at Closing (including the repayment of the NovaMart indebtedness under the Credit Agreement, payment of the Purchase Price to the Selling Stockholders, funding of escrow accounts, and payment of transaction expenses) shall be set forth in detail in the Funds Flow Memorandum.
PART IV — TERMINATION OF CREDIT AGREEMENT AND COMMITMENTS
A. Effect of Payoff
Upon receipt by Ashford Savings Bank, N.A. of the Total Payoff Amount in full in immediately available funds in the account specified in Part III, Section A above, the following shall occur automatically and without any further action required on the part of any Party:
(i) Satisfaction and Discharge of Obligations. All obligations of NovaMart Global Inc., as Borrower, and each Guarantor under the Credit Agreement and all other Loan Documents (including without limitation the Guarantee Agreement, the Security Agreement, and each other ancillary agreement, document, or instrument executed in connection with the Credit Agreement) shall be deemed satisfied, paid, and discharged in full, and no further amounts shall be owing thereunder, other than (x) surviving indemnification obligations of the Borrower and the Guarantors in favor of the Administrative Agent and the Lender as expressly provided in the Credit Agreement and the other Loan Documents, to the extent such obligations relate to events, acts, or omissions occurring prior to the Payoff Date, and (y) any obligations under confidentiality provisions that by their terms survive termination of the Credit Agreement.
(ii) Termination of Commitments. All commitments of Ashford Savings Bank, N.A. to make further revolving loans, issue additional letters of credit, make swingline loans, or extend any other credit under the Credit Agreement shall automatically and irrevocably terminate, and Ashford Savings Bank shall have no further obligation to extend credit of any kind under the Credit Agreement or any other Loan Document.
(iii) Termination of Loan Documents. The Credit Agreement and all other Loan Documents (including without limitation the Guarantee Agreement, the Security Agreement, the Pledge Agreement, any intellectual property security agreements, and each other ancillary agreement, document, or instrument executed in connection therewith) shall automatically terminate and be of no further force or effect; provided, however, that the following provisions shall survive such termination to the extent expressly provided therein: (a) indemnification obligations of the Borrower and the Guarantors set forth in Section [●] of the Credit Agreement and in Section [●] of the Guarantee Agreement; (b) expense reimbursement obligations of the Borrower set forth in Section [●] of the Credit Agreement, solely to the extent relating to costs and expenses incurred on or prior to the Payoff Date and not yet paid; (c) any provisions expressly stated in the Loan Documents to survive termination; and (d) governing law and dispute resolution provisions, solely to the extent necessary to enforce the foregoing surviving obligations.
For the avoidance of doubt, the termination of the Credit Agreement and the other Loan Documents pursuant to this Section A shall not impair or affect any rights or claims of any Party that accrued prior to the Payoff Date, to the extent such rights or claims are expressly preserved by the surviving provisions identified above. No Party shall have any further obligation, liability, or claim under the Credit Agreement or any other Loan Document, except as expressly set forth in this Part IV, Section A.
B. Confirmation of No Further Obligations
Ashford Savings Bank, N.A., in its capacity as Administrative Agent and as Lender, hereby acknowledges and confirms that, upon receipt of the Total Payoff Amount in full in immediately available funds:
(i) Neither NovaMart Global Inc. nor any Guarantor shall have any further obligation, liability, or indebtedness to Ashford Savings Bank under the Credit Agreement or any other Loan Document, except for those surviving obligations expressly identified in Part IV, Section A above.
(ii) Ashford Savings Bank shall not assert any claim, demand, or cause of action against NovaMart, any Guarantor, Cascade, or any of their respective affiliates, officers, directors, employees, agents, or representatives arising out of or relating to the Credit Agreement or any other Loan Document, other than claims arising under the surviving indemnification and expense reimbursement provisions described in Part IV, Section A above, and only to the extent relating to events occurring on or prior to the Payoff Date.
(iii) The Credit Agreement and all other Loan Documents have been duly and completely performed, and there are no unfulfilled conditions, unresolved disputes, or pending claims that would prevent or delay the effectiveness of the termination and lien release contemplated hereby, other than the receipt of the Total Payoff Amount.
PART V — RELEASE OF LIENS AND SECURITY INTERESTS
A. Agreement to Release
Upon receipt of the Total Payoff Amount in full in immediately available funds, Ashford Savings Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement and the Security Agreement, shall release, and does hereby irrevocably authorize the preparation, execution (where applicable), and filing of all termination statements, releases, reconveyances, satisfactions, and other documents and instruments necessary or desirable to evidence the release of, all liens, security interests, pledges, assignments, hypothecations, charges, and encumbrances (collectively, "Liens") heretofore granted by NovaMart Global Inc. and each of its domestic subsidiaries (the Guarantors) in favor of Ashford Savings Bank, N.A., as Administrative Agent, under or pursuant to the Credit Agreement, the Security Agreement, the Pledge Agreement, any intellectual property security agreements, any mortgages or deeds of trust, any deposit account control agreements, any securities account control agreements, and all other Loan Documents.
The release of Liens contemplated by this Part V shall be effective automatically upon receipt of the Total Payoff Amount and shall not require any further act or consent on the part of Ashford Savings Bank, NovaMart, or any Guarantor, except for the execution, delivery, and filing of termination and release documents as described herein.
B. Scope of Liens to Be Released
The Liens to be released pursuant to this Payoff Letter include all Liens on the assets of NovaMart Global Inc. and each of its domestic subsidiaries (the Guarantors) that were granted in connection with the Credit Agreement and the other Loan Documents, including without limitation Liens on the following categories of Collateral:
(i) All personal property of every kind and description, including without limitation all inventory, equipment, accounts receivable, instruments, chattel paper (whether tangible or electronic), deposit accounts, investment property, letter-of-credit rights, commercial tort claims, general intangibles (including payment intangibles and software), supporting obligations, documents, goods (including fixtures), intellectual property (including patents, trademarks, service marks, trade names, copyrights, trade secrets, and all applications, registrations, and licenses relating thereto), and all products and proceeds of any and all of the foregoing;
(ii) All fixtures of NovaMart and each Guarantor, wherever located;
(iii) All real property interests, if any, encumbered by any mortgage, deed of trust, or similar real property security instrument granted in favor of Ashford Savings Bank in connection with the Credit Agreement;
(iv) All equity interests of each subsidiary of NovaMart that were pledged to Ashford Savings Bank pursuant to the Pledge Agreement or any other Loan Document, including without limitation all stock certificates, membership interest certificates, partnership interest certificates, and limited liability company interest certificates, together with all undated stock powers, transfer instruments, and assignments executed in blank in connection therewith; and
(v) All other assets and property of NovaMart and the Guarantors that are subject to any Lien in favor of Ashford Savings Bank under any Loan Document.
A complete description of all categories of Collateral subject to release is set forth on Schedule B attached hereto. To the extent of any inconsistency between the descriptions set forth in this Part V and the descriptions set forth on Schedule B, the broader description shall control, it being the intention of the Parties that all Liens in favor of Ashford Savings Bank securing obligations under the Loan Documents shall be fully and completely released.
C. UCC Termination Statements
Ashford Savings Bank, N.A., as Administrative Agent, shall, simultaneously with or promptly following its receipt of the Total Payoff Amount in full, deliver or cause to be delivered to NovaMart and Cascade (or to their respective counsel at the addresses specified in Part VII, Section C below) executed UCC-3 termination statements (each in the form of a UCC Financing Statement Amendment (Form UCC3) with the "Termination" box checked) with respect to each UCC-1 financing statement (and each continuation statement or amendment thereto) filed by or on behalf of Ashford Savings Bank, N.A. against NovaMart Global Inc. or any Guarantor in the office of the Secretary of State of the State of Delaware or in any other jurisdiction in which such filings were made.
Schedule C attached hereto sets forth a complete list of each existing UCC-1 financing statement (and any amendments or continuations thereto) filed by or on behalf of Ashford Savings Bank, including the following information for each such filing:
• Filing Number
• Filing Date
• Filing Office (e.g., Delaware Secretary of State, or other applicable state Secretary of State or local filing office)
• Debtor Name (NovaMart Global Inc. and/or the name of the applicable Guarantor subsidiary)
• Secured Party Name (Ashford Savings Bank, N.A.)
• Description of Collateral
• Any UCC-1 amendments, continuations, or other modifications filed with respect to such UCC-1 financing statement
Pre-populated UCC-3 termination statements for each UCC-1 filing listed on Schedule C are attached hereto as Exhibit 1 in substantially final form, ready for filing with the applicable Secretary of State or other filing office.
In the event that Ashford Savings Bank does not directly file such UCC-3 termination statements within five (5) business days following receipt of the Total Payoff Amount, Ashford Savings Bank, N.A. hereby irrevocably authorizes Calderwood & Harkness LLP (or such other counsel or filing agent as Calderwood & Harkness LLP may designate) to file such UCC-3 termination statements on behalf of Ashford Savings Bank in each applicable jurisdiction. Ashford Savings Bank acknowledges that this authorization is coupled with an interest and is irrevocable. Ashford Savings Bank shall reimburse Calderwood & Harkness LLP for any filing fees incurred in connection with such filings, or, at the election of Cascade, such filing fees may be deducted from the Total Payoff Amount prior to remittance.
D. Mortgage / Deed of Trust Releases (if Applicable)
In the event that any mortgages, deeds of trust, deeds to secure debt, or similar real property security instruments (collectively, "Mortgage Liens") were granted by NovaMart or any Guarantor in favor of Ashford Savings Bank, N.A. in connection with the Credit Agreement or any other Loan Document, then Ashford Savings Bank shall prepare, execute, and deliver, simultaneously with or promptly following its receipt of the Total Payoff Amount, recordable releases, satisfactions, reconveyances, or discharges (as applicable under the law of the relevant jurisdiction) in proper form for recording in the real property records of each county, parish, or other recording jurisdiction in which such Mortgage Liens were recorded (each, a "Mortgage Release").
Each Mortgage Release shall be in form and substance reasonably satisfactory to Calderwood & Harkness LLP and shall include such certifications, notarizations, acknowledgments, and other formalities as are required for recording in the applicable jurisdiction. To the extent that local counsel is required to prepare or review any Mortgage Release to ensure compliance with applicable state or local recording requirements, Ashford Savings Bank shall cooperate with local counsel retained by Cascade or NovaMart for such purpose.
Note: The Parties should cross-reference the findings of the Real Property Due Diligence Memorandum prepared by Calderwood & Harkness LLP in connection with the Acquisition for identification of any real property encumbrances related to the Ashford Savings Bank credit facility. As of the date of this draft, Calderwood & Harkness LLP is continuing its review of the data room to determine whether any Mortgage Liens were granted in connection with the Credit Agreement.
E. Intellectual Property Security Agreement Releases
In the event that any separate intellectual property security agreements (including trademark security agreements, patent security agreements, or copyright security agreements) were executed and delivered by NovaMart or any Guarantor in favor of Ashford Savings Bank, N.A. in connection with the Credit Agreement, and if any such agreements or notices of security interest were filed or recorded with the United States Patent and Trademark Office ("USPTO") or the United States Copyright Office, then Ashford Savings Bank shall prepare, execute, and deliver recordable releases in appropriate form for recording with the USPTO or the United States Copyright Office, as applicable, confirming the release of all security interests in the intellectual property of NovaMart and the Guarantors.
A form of intellectual property security agreement release is attached hereto as Exhibit 3. Calderwood & Harkness LLP shall be responsible for filing such releases with the USPTO and/or the United States Copyright Office, and Ashford Savings Bank hereby authorizes such filings.
F. Release of Pledged Equity Interests
All stock certificates, membership interest certificates, partnership interest certificates, or other certificates or instruments evidencing equity interests of any subsidiary of NovaMart that are held by Ashford Savings Bank, N.A. (or by any collateral agent, bailee, or custodian on behalf of Ashford Savings Bank) pursuant to the Pledge Agreement or any other Loan Document shall be returned and delivered to NovaMart (or, at NovaMart's direction, to Cascade or its designee) simultaneously with the receipt of the Total Payoff Amount.
In addition, all undated stock powers, membership interest transfer instruments, assignments, irrevocable proxies, or other transfer instruments executed in blank and delivered by NovaMart or any Guarantor to Ashford Savings Bank in connection with the Pledge Agreement shall be returned to NovaMart (or, at NovaMart's direction, to Cascade or its designee) simultaneously with receipt of the Total Payoff Amount. Ashford Savings Bank represents that it has not transferred, assigned, hypothecated, or otherwise disposed of any such stock certificates or transfer instruments, and that all such items remain in the possession or control of Ashford Savings Bank (or its agent, bailee, or custodian).
Delivery of pledged certificates and related instruments shall be made by hand delivery or by nationally recognized overnight courier service (with tracking and signature confirmation) to Calderwood & Harkness LLP at the address specified in Part VII, Section C below, or to such other address as NovaMart or Cascade may designate in writing.
G. Deposit Account Control Agreements
All deposit account control agreements ("DACAs") and securities account control agreements ("SACAs") entered into by NovaMart or any Guarantor with any depository bank or securities intermediary in connection with the Credit Agreement shall be terminated effective as of the Payoff Date.
Ashford Savings Bank, N.A. shall prepare, execute, and deliver termination notices addressed to each depository bank or securities intermediary that is a party to any DACA or SACA identified on Schedule D attached hereto, directing such depository bank or securities intermediary to terminate the control agreement and to cease complying with instructions of Ashford Savings Bank with respect to the applicable deposit account or securities account. Such termination notices shall be delivered to the applicable depository banks and securities intermediaries simultaneously with or promptly following receipt of the Total Payoff Amount.
A form of DACA/SACA termination notice is attached hereto as Exhibit 4. Schedule D sets forth a complete list of all existing DACAs and SACAs, identifying the depository bank or securities intermediary, the applicable account number(s), and the date of each such agreement.
Following delivery of such termination notices, NovaMart (or Cascade, as the successor owner of NovaMart) shall have sole and exclusive control over all deposit accounts and securities accounts that were previously subject to such DACAs and SACAs, free and clear of any rights of Ashford Savings Bank.
H. Miscellaneous Lien Release Documents
In addition to the specific release documents described in Sections C through G above, Ashford Savings Bank, N.A. shall, at the reasonable request of NovaMart or Cascade (or their respective counsel), execute and deliver any additional documents, instruments, agreements, certificates, or filings that are reasonably necessary or desirable to evidence, confirm, or effectuate the release of all Liens and security interests granted in favor of Ashford Savings Bank under the Loan Documents and to ensure that the Collateral is free and clear of any Liens in favor of Ashford Savings Bank.
Such additional documents may include, without limitation: (i) written confirmations of release addressed to specific third parties (such as account debtors, licensees, or governmental authorities); (ii) subordination or release letters addressed to landlords or warehousemen who received collateral access agreements in connection with the Credit Agreement; (iii) releases of any life insurance assignments or key-man insurance assignments granted in connection with the Credit Agreement; and (iv) any other documents reasonably required by Cascade's title company, lien search provider, or new financing sources to confirm the absence of Liens in favor of Ashford Savings Bank.
Ashford Savings Bank agrees to execute and deliver such additional documents promptly upon request and at no additional cost or expense to NovaMart or Cascade (other than the legal fees and expenses of Ashford Savings Bank's counsel that are included in the Total Payoff Amount).
PART VI — REPRESENTATIONS AND AGREEMENTS OF ASHFORD SAVINGS BANK
A. Representations
Ashford Savings Bank, N.A., by its execution of this Payoff Letter, hereby represents and warrants to NovaMart and Cascade as follows:
(i) Sole Lender / Authority. Ashford Savings Bank, N.A. is the sole lender under the Credit Agreement. There are no other lenders, participants, or assignees that hold any interest in the loans, commitments, or obligations under the Credit Agreement. In the event that any participations or assignments have been granted or made, Ashford Savings Bank represents that it has full authority, as Administrative Agent, to deliver this Payoff Letter and to effect the release of all Liens on behalf of all lenders, participants, and assignees, and that the execution and delivery of this Payoff Letter by Ashford Savings Bank constitutes the duly authorized act of all such parties.
(ii) Completeness of Payoff Amount. The Total Payoff Amount set forth in Part II, Section A hereof represents the full and complete amount necessary to satisfy all Obligations (as defined in the Credit Agreement) under the Credit Agreement and the other Loan Documents, including all principal, interest, fees, expenses, and other amounts owing thereunder (other than surviving indemnification obligations as expressly identified in Part IV, Section A above). There are no other amounts, charges, fees, premiums, or obligations (whether fixed, contingent, liquidated, or unliquidated) owing under the Credit Agreement or any other Loan Document that are not reflected in the Total Payoff Amount, except for the surviving indemnification obligations described herein.
(iii) No Outstanding Events of Default. No Event of Default (as defined in the Credit Agreement) or event that, with the giving of notice or the passage of time (or both), would constitute an Event of Default has occurred and is continuing under the Credit Agreement, other than any Event of Default arising solely as a result of the Change of Control resulting from the consummation of the Acquisition contemplated by the SPA, which Event of Default will be cured by the payment of the Total Payoff Amount and the termination of the Credit Agreement as contemplated hereby.
(iv) No Other Liens on Collateral. No person or entity other than Ashford Savings Bank, N.A. (in its capacity as Administrative Agent) holds any Lien on the Collateral under the Credit Agreement, the Security Agreement, or any other Loan Document. Ashford Savings Bank has not assigned, transferred, or granted any interest in, or Lien upon, any portion of the Collateral to any third party, nor has Ashford Savings Bank authorized any third party to file any UCC financing statement or other Lien filing with respect to the Collateral (other than filings made by or on behalf of Ashford Savings Bank as Administrative Agent under the Credit Agreement).
(v) Due Authorization. Ashford Savings Bank, N.A. has the full corporate power and authority to execute, deliver, and perform its obligations under this Payoff Letter, including the authority to release all Liens and to terminate the Credit Agreement and all other Loan Documents as contemplated hereby. The execution and delivery of this Payoff Letter by Ashford Savings Bank has been duly authorized by all necessary corporate action, and this Payoff Letter constitutes the legal, valid, and binding obligation of Ashford Savings Bank, enforceable against it in accordance with its terms.
(vi) No Pending Litigation. There are no pending or, to the knowledge of Ashford Savings Bank, threatened legal proceedings, claims, or disputes between Ashford Savings Bank and NovaMart (or any Guarantor) arising out of or relating to the Credit Agreement or any other Loan Document that would impair or prevent the effectiveness of the termination and lien release contemplated by this Payoff Letter.
B. Agreement to Cooperate
Ashford Savings Bank, N.A. hereby agrees to cooperate in good faith with NovaMart, Cascade, Calderwood & Harkness LLP, and Calloway, Brandt & Loewe LLP to effect an orderly closing of the Acquisition and to deliver all required termination and lien release documents on or before the Payoff Date. Without limiting the generality of the foregoing, Ashford Savings Bank shall:
(i) Respond promptly (and in any event within three (3) business days) to all reasonable requests for information from NovaMart, Cascade, or their respective counsel relating to the payoff, termination, and lien release contemplated by this Payoff Letter;
(ii) Make its officers, employees, and counsel reasonably available for telephonic or in-person meetings to discuss any issues arising in connection with the payoff, termination, and lien release;
(iii) Provide updated payoff amounts promptly upon request if the Payoff Date is changed or delayed;
(iv) Deliver all termination and release documents in executed, recordable, and filing-ready form no later than simultaneously with receipt of the Total Payoff Amount;
(v) Instruct its counsel to cooperate with Calderwood & Harkness LLP and Calloway, Brandt & Loewe LLP in coordinating the simultaneous closing of the payoff and the Acquisition; and
(vi) Take all such other actions as are reasonably necessary or desirable to effectuate the transactions contemplated by this Payoff Letter.
PART VII — CONDITIONS AND TIMING
A. Conditions to Effectiveness
This Payoff Letter shall become effective upon the satisfaction of the following conditions:
(i) Execution. This Payoff Letter shall have been executed and delivered by a duly authorized officer of Ashford Savings Bank, N.A. An electronic (PDF) counterpart of this Payoff Letter, duly executed by an authorized signatory of Ashford Savings Bank, shall be sufficient to evidence such execution and delivery, provided that original executed counterparts shall be delivered to Calderwood & Harkness LLP within five (5) business days thereafter.
(ii) Receipt of Total Payoff Amount. Ashford Savings Bank, N.A. shall have received the Total Payoff Amount in full in immediately available United States dollar funds by wire transfer to the account specified in Part III, Section A above. The termination of the Credit Agreement and the release of all Liens as described in Parts IV and V above shall become effective automatically upon satisfaction of this condition, without the requirement of any further notice, consent, or action by any Party.
For the avoidance of doubt, the execution and delivery of this Payoff Letter by Ashford Savings Bank shall constitute a binding commitment on the part of Ashford Savings Bank to effect the termination and lien release contemplated hereby upon receipt of the Total Payoff Amount, subject to the accuracy of the payoff amount as of the Payoff Date. Prior to receipt of the Total Payoff Amount, this Payoff Letter shall constitute an irrevocable offer by Ashford Savings Bank to accept the Total Payoff Amount in full satisfaction of all Obligations under the Credit Agreement.
B. Payoff Date Adjustment
The Parties acknowledge that the Closing of the Acquisition under the SPA is subject to the satisfaction or waiver of certain conditions precedent, and that the actual Closing date may differ from the targeted Payoff Date of October 15, 2025. In the event that the Closing occurs on a date other than October 15, 2025:
(i) The Total Payoff Amount shall be recalculated by Ashford Savings Bank to reflect interest, commitment fees, letter of credit fees, and other charges accrued through and including the actual Closing date;
(ii) NovaMart or Cascade (or their respective counsel) shall provide Ashford Savings Bank with written notice (which may be delivered by email) of the anticipated actual Closing date no later than three (3) business days prior to such date;
(iii) Ashford Savings Bank shall provide an updated Total Payoff Amount to NovaMart and Cascade (with copies to Calderwood & Harkness LLP and Calloway, Brandt & Loewe LLP) within two (2) business days of receiving such notice, but in any event no later than one (1) business day prior to the actual Closing date; and
(iv) The updated Total Payoff Amount shall become the operative payoff amount for purposes of this Payoff Letter, and all references herein to the "Total Payoff Amount" shall be deemed to refer to such updated amount.
The outside date for the Closing under the SPA is December 31, 2025 (the "Outside Date"). If the Closing does not occur on or before the Outside Date, this Payoff Letter shall automatically expire and be of no further force or effect, unless the Parties mutually agree in writing to extend the Outside Date, in which case this Payoff Letter shall be amended or reissued to reflect the extended timeline.
C. Delivery of Release Documents
All UCC-3 termination statements, lien releases, mortgage releases, intellectual property releases, DACA/SACA termination notices, pledged certificates and related instruments, and all other termination and release documents required to be delivered by Ashford Savings Bank pursuant to this Payoff Letter shall be delivered (in executed, recordable, and filing-ready form, as applicable) to the following addresses:
Primary Delivery:
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, New York 10022
Attention: Derek Okonkwo
Copy to:
Calloway, Brandt & Loewe LLP 600 Travis Street, Suite 4500 Houston, Texas 77002
Attention: Simone Adesanya
Delivery may be made by hand, by nationally recognized overnight courier service (with tracking and signature confirmation), or by electronic transmission (PDF) followed by original hard copies within five (5) business days. For items requiring physical delivery (such as original pledged certificates and stock powers), delivery shall be made by hand or overnight courier only, and electronic transmission shall not be sufficient.
PART VIII — SCHEDULES
The following Schedules are attached hereto and incorporated by reference into this Payoff Letter. Each Schedule is to be completed and finalized based on information provided by Ashford Savings Bank, N.A. and confirmed through the ongoing due diligence process being conducted by Calderwood & Harkness LLP and Calloway, Brandt & Loewe LLP in connection with the Acquisition. Until each Schedule is finalized, it is marked as a draft and subject to revision.
SCHEDULE A — GUARANTORS
List of Domestic Subsidiaries of NovaMart Global Inc. that are Guarantors under the Credit Agreement
[To be populated based on data room review and confirmation from Ashford Savings Bank, N.A. Calderwood & Harkness LLP has requested that Ashford Savings Bank provide a complete list of all Guarantors under the Guarantee Agreement, together with copies of each Guarantor's joinder agreement or guarantor supplement. Based on preliminary review of the data room, the following subsidiaries are believed to be Guarantors:]
[Additional Guarantors, if any, to be added upon completion of due diligence review.]
SCHEDULE B — COLLATERAL DESCRIPTION
Summary Description of All Collateral Categories Pledged under the Security Agreement and Related Loan Documents
The Collateral pledged by NovaMart Global Inc. and each Guarantor under the Security Agreement includes, without limitation, the following categories of assets (each as defined in Article 9 of the Uniform Commercial Code as in effect in the applicable jurisdiction):
1. All accounts (including health-care-insurance receivables);
2. All chattel paper (whether tangible or electronic);
3. All deposit accounts;
4. All documents;
5. All equipment;
6. All fixtures;
7. All general intangibles (including payment intangibles and software);
8. All goods (including inventory, equipment, and fixtures);
9. All instruments (including promissory notes);
10. All inventory;
11. All investment property (including securities, security entitlements, securities accounts, commodity contracts, and commodity accounts);
12. All letter-of-credit rights;
13. All commercial tort claims (to the extent identified in the Security Agreement or any supplement thereto);
14. All intellectual property (including patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, trade secrets, licenses, and all goodwill associated therewith);
15. All supporting obligations;