1038-00009 · Client 1038 · Corporate Approvals

cascade-board-resolutions-signing.docx DOCUMENT M&A / Corporate

28 / 83 ← → ✕

RESOLUTIONS OF THE BOARD OF DIRECTORS

CASCADE RETAIL HOLDINGS INC.

Adopted by Unanimous Written Consent in Lieu of a Special Meeting Effective as of May 20, 2025

Cascade Retail Holdings Inc. is a corporation duly organized and existing under the laws of the State of Delaware (Nasdaq: CRHI), with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119, Federal Employer Identification Number 91-2847653, and its registered agent in the State of Delaware being Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801 (the "Company" or "Cascade").

The undersigned, constituting the entire Board of Directors (the "Board") of Cascade Retail Holdings Inc., acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits the Board to take action without a meeting if all members of the Board consent thereto in writing, and pursuant to Article III, Section 3.10 of the Company's Amended and Restated Bylaws (as amended through January 15, 2025), hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of May 20, 2025. These resolutions shall have the same force and effect as if adopted at a duly convened special meeting of the Board at which a quorum was present and acting throughout.

1. RECITALS

1.1 Description of the Proposed Transaction

WHEREAS, the Board has been advised that the Company proposes to acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc., a corporation duly organized and existing under the laws of the State of Delaware ("NovaMart" or the "Target"), headquartered at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, from the stockholders of NovaMart (collectively, the "Selling Stockholders"), including the following:

(i) Ridgeline Equity Partners, LP (approximately 41.2% of NovaMart common stock), acting through its authorized representative, Franklin Osei, Managing Partner;

(ii) Brindoval Ventures Fund III, LP (approximately 22.8% of NovaMart common stock);

(iii) Julian Reeves, Founder & Chief Executive Officer of NovaMart (approximately 18.5% of NovaMart common stock);

(iv) Priya Narasimhan, Co-Founder & Chief Technology Officer of NovaMart (approximately 8.3% of NovaMart common stock); and

(v) Other management and employee stockholders of NovaMart (approximately 9.2% of NovaMart common stock, in the aggregate);

for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) in cash (the "Purchase Price"), pursuant to a Stock Purchase Agreement (the "SPA") to be entered into among the Company, NovaMart, and the Selling Stockholders (the transactions contemplated by the SPA being referred to herein as the "Acquisition").

1.2 Strategic Rationale

WHEREAS, the Board has reviewed and considered the strategic rationale for the Acquisition, including, without limitation, the opportunity to extend Cascade's reach into the rapidly growing third-party online marketplace segment by integrating NovaMart's established marketplace platform and seller ecosystem with Cascade's existing omnichannel retail and ecommerce capabilities. NovaMart's marketplace platform currently serves approximately 62,400 active sellers and approximately 9.1 million registered buyers. The Acquisition would combine NovaMart's marketplace network with Cascade's existing omnichannel retail platform, which serves approximately 28 million active customers across approximately 380 brick-and-mortar retail locations in the United States and Canada and its proprietary direct-to-consumer ecommerce platform, CascadeDirect.com. The Board has considered the substantial revenue synergy, cost synergy, and strategic positioning benefits that are expected to result from the combination of these complementary platforms and customer bases.

WHEREAS, the Board has reviewed NovaMart's historical and projected financial performance, including the following key financial metrics for fiscal year 2024: (a) total revenue of Eight Hundred Ninety-One Million Dollars ($891,000,000); (b) earnings before interest, taxes, depreciation, and amortization ("EBITDA") of One Hundred Thirty-Four Million Dollars ($134,000,000); and (c) gross merchandise value ("GMV") of Six Billion Two Hundred Million Dollars ($6,200,000,000). The Board has further considered that the Purchase Price implies an enterprise value-to-EBITDA multiple of approximately 8.96x and an enterprise value-to-revenue multiple of approximately 1.35x, and that such multiples are reasonable and within the range of comparable transactions identified by the Company's financial advisor.

1.3 Advisor Presentations

WHEREAS, the Board has received and reviewed detailed presentations, memoranda, and analyses from the following advisors in connection with the Acquisition:

(a) Hargrove Mead & Co. (Christopher Dunleavy, Managing Director), the Company's financial advisor, regarding the financial terms of the Acquisition, the fairness of the Purchase Price from a financial point of view to the holders of the Company's common stock, comparable company and comparable transaction analyses, a discounted cash flow analysis, and a leveraged buyout analysis, as more fully described in Hargrove Mead & Co.'s written opinion delivered to the Board on May 18, 2025 (the "Fairness Opinion");

(b) Calderwood & Harkness LLP (Harrison Wexford, Responsible Partner, and Derek Okonkwo, Lead Associate), the Company's outside legal counsel, regarding the legal terms, structure, and risks of the Acquisition, the terms and conditions of the SPA and ancillary transaction documents, the regulatory and compliance considerations, and the results of legal due diligence;

(c) Whitmore & Paige LLP (Sandra Chiu, Engagement Partner), the Company's accounting and tax advisor, regarding the financial and tax due diligence findings, including quality of earnings analysis, net working capital analysis, tax positions and exposures, and purchase price allocation considerations; and

(d) Members of Company management, including Margaret "Meg" Alderton, Chief Executive Officer; Rajiv Sundaram, Chief Financial Officer; Elena Vasquez-Bright, General Counsel; and Theodore "Ted" Langford, Senior Vice President, Corporate Development, regarding the strategic rationale, operational integration planning, synergy estimates, and management's assessment of the Target's business, operations, and prospects.

The Board has had the opportunity to ask questions of, and receive answers from, each of the foregoing advisors and members of management regarding the Acquisition, and has been satisfied with the information provided.

1.4 Stock Purchase Structure

WHEREAS, Calderwood & Harkness LLP has advised the Board that the Acquisition is structured as a stock purchase under the laws of the State of Delaware, pursuant to which the Company will acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart directly from the Selling Stockholders in exchange for cash consideration only. Calderwood & Harkness LLP has further advised that no election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), is contemplated in connection with the Acquisition, and that the transaction will be treated as a stock acquisition for United States federal income tax purposes. Accordingly, NovaMart will become a wholly-owned subsidiary of the Company upon consummation of the Acquisition, and the historical tax attributes of NovaMart will carry over to the extent permitted under applicable provisions of the Code.

1.5 Due Diligence

WHEREAS, the Company, with the assistance of its legal, financial, accounting, and tax advisors, has conducted comprehensive due diligence on NovaMart, its business, operations, assets, liabilities (both known and contingent), intellectual property portfolio (including patents, trademarks, copyrights, trade secrets, and domain names), real property and leasehold interests, employees and employee benefit plans, material contracts and commercial relationships, tax positions and compliance history, pending and threatened litigation and claims, regulatory compliance (including with respect to consumer protection, advertising, and marketplace regulations), environmental matters, data privacy and cybersecurity practices (including compliance with applicable state, federal, and international data protection laws), and insurance coverage. The Board has reviewed the due diligence summary and risk assessment memorandum prepared by Calderwood & Harkness LLP dated May 12, 2025 (the "Due Diligence Report"), and has considered the findings, risks, and mitigation strategies set forth therein.

1.6 Financing. WHEREAS, the Board has been advised that the Company proposes to finance the Acquisition through the following sources:

(i) Senior Secured Term Loan B Facility: Seven Hundred Fifty Million Dollars ($750,000,000) in aggregate principal amount, at a rate of the Secured Overnight Financing Rate ("SOFR") plus 275 basis points per annum, with a seven (7)-year maturity and one percent (1%) annual amortization (payable quarterly), pursuant to a commitment letter dated May 15, 2025 (Reference: CL-2025-0515-CRNB) from Cornerstone National Bank, N.A. (as Administrative Agent) and Caluvori Capital Partners, Inc. (as Co-Lead Arranger) (the "Term Loan B");

(ii) Revolving Credit Facility Draw: Two Hundred Million Dollars ($200,000,000) drawn under the Company's existing Five Hundred Million Dollar ($500,000,000) revolving credit facility (at SOFR plus 200 basis points per annum, maturing in March 2029) with Cornerstone National Bank, N.A. as Administrative Agent (the "Revolver Draw");

(iii) Cash on Hand: Two Hundred Fifty Million Dollars ($250,000,000) from the Company's existing cash and cash equivalents (the "Cash Contribution"); and

(iv) Total Sources: One Billion Two Hundred Million Dollars ($1,200,000,000), plus approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) in estimated buyer-side transaction costs, which will be funded from the Company's available working capital.

1.7 Key SPA Terms

WHEREAS, the Board has reviewed and considered the principal terms and conditions of the SPA in substantially final form, including, without limitation, the following material terms:

(a) Purchase Price: An aggregate Purchase Price of One Billion Two Hundred Million Dollars ($1,200,000,000), payable entirely in cash at the closing of the Acquisition, with no earnout, contingent consideration, or equity rollover component;

(b) Escrow: Ninety-Six Million Dollars ($96,000,000) (representing 8% of the Purchase Price) to be deposited at closing with Marlowe Asset Management Trust Company, N.A. (as Escrow Agent; contact: Patricia Keane) to secure the post-closing indemnification obligations of the Selling Stockholders;

(c) Net Cash to Selling Stockholders at Closing: One Billion One Hundred Four Million Dollars ($1,104,000,000) (subject to adjustment based on the estimated working capital at closing);

(d) Working Capital Adjustment: A target net working capital of Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), with a collar (or "dead band") of plus or minus Five Million Dollars ($5,000,000), such that no working capital adjustment shall be made to the Purchase Price if the actual net working capital at closing falls within the range of $73,500,000 to $83,500,000;

(e) Indemnification Cap: Two Hundred Sixteen Million Dollars ($216,000,000) (representing 18% of the Purchase Price), serving as the aggregate cap on indemnification claims by the Company against the Selling Stockholders under the SPA (exclusive of claims based on fraud, willful misconduct, or breaches of fundamental representations);

(f) Survival Periods: General representations and warranties of the Selling Stockholders shall survive for a period of twenty-four (24) months following the closing; fundamental representations (including title to shares, organization, authority, and capitalization) shall survive indefinitely; and tax representations shall survive until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof);

(g) Reverse Termination Fee: Thirty Million Dollars ($30,000,000) (representing 2.5% of the Purchase Price) payable by the Company to the Stockholder Representative (for the benefit of the Selling Stockholders) in the event the SPA is terminated due to the Company's failure to consummate the closing or the Company's willful breach of the SPA;

(h) Forward Termination Fee: Thirty Million Dollars ($30,000,000) (representing 2.5% of the Purchase Price) payable by the Selling Stockholders (through the Stockholder Representative) to the Company in specified circumstances, including material breach by the Selling Stockholders or NovaMart that results in the failure of specified closing conditions;

(i) Stockholder Representative: Ridgeline Equity Partners, LP (through its authorized representative, Franklin Osei, Managing Partner) is designated as the Stockholder Representative for all post-closing matters, including indemnification claims, working capital disputes, escrow releases, and other matters arising under the SPA;

(j) Governing Law and Jurisdiction: The SPA shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions thereof. The parties to the SPA shall submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to exercise jurisdiction, any state or federal court within the State of Delaware);

(k) No Financing Condition: The obligations of the Company to consummate the Acquisition shall not be subject to or conditioned upon the Company's ability to obtain financing;

(l) Outside Date: December 31, 2025, following which either the Company or the Stockholder Representative may terminate the SPA if the closing has not occurred (subject to customary exceptions for a party whose breach has caused or resulted in the failure to close); and

(m) Targeted Closing Date: October 15, 2025, subject to the satisfaction or waiver of all conditions precedent to closing, including the receipt of antitrust clearance under the HSR Act.

1.8 Representations and Warranties Insurance

WHEREAS, the Board has been advised that, in connection with the Acquisition and as a supplement to the contractual indemnification provided by the Selling Stockholders under the SPA, the Company will procure a buyer-side representations and warranties insurance policy (the "R&W Insurance Policy") from Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832), brokered by Northbridge Risk Advisors LLC (Thomas Ellingsen, Senior Vice President), with the following material terms: (a) a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000); (b) a retention (self-insured amount) of Twelve Million Dollars ($12,000,000); and (c) an estimated premium of Five Million Four Hundred Thousand Dollars ($5,400,000) (inclusive of underwriting fees and taxes). The R&W Insurance Policy will provide the Company with coverage for losses arising from breaches of the Selling Stockholders' representations and warranties in the SPA, subject to the terms, conditions, and exclusions set forth in the policy.

1.9 Antitrust / HSR Act

WHEREAS, the Board has been advised that the Acquisition is subject to antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission (the "FTC"). The Board has further been advised that:

(a) a Notification and Report Form under the HSR Act was submitted by the Company and NovaMart to the FTC and the Antitrust Division of the U.S. Department of Justice (the "DOJ") on April 11, 2025;

(b) a Second Request for additional information and documentary material was issued by the Antitrust Division of the DOJ on May 8, 2025;

(c) the Company, with the assistance of its advisors, expects to achieve substantial compliance with the Second Request by August 2025, with HSR clearance (whether through expiration of the waiting period or affirmative clearance) expected in September or October 2025; and

(d) the Company has engaged Whitfield & Crane LLP (Gabriela Montoya, Partner) as outside antitrust counsel and Apex Economics LLC (Dr. Henrik Johansson, Managing Director) as economic consultant to support the Company's antitrust advocacy efforts and to prepare and submit economic analyses, white papers, and other materials to the DOJ as may be required or advisable.

1.10 Ancillary Agreements and Transaction Documents

WHEREAS, in connection with the Acquisition, the Company will enter into, or cause to be entered into, the following ancillary agreements and transaction documents, among others:

(a) an Escrow Agreement among the Company, the Stockholder Representative (Ridgeline Equity Partners, LP), and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent), providing for the deposit, investment, administration, and release of the $96,000,000 escrow fund;

(b) a Stockholder Representative Agreement with Ridgeline Equity Partners, LP, setting forth the rights, duties, powers, and limitations of the Stockholder Representative in connection with post-closing matters under the SPA;

(c) a Paying Agent Agreement with Marlowe Asset Management Trust Company, N.A., for the distribution of closing consideration to the Selling Stockholders in accordance with the terms of the SPA and the funds flow memorandum;

(d) Post-Closing Employment Agreements with the following individuals:

(1) Julian Reeves (Founder & CEO of NovaMart): three (3)-year term commencing on the closing date; base salary of Six Hundred Twenty-Five Thousand Dollars ($625,000) per annum; target annual bonus of seventy-five percent (75%) of base salary; and a grant of 150,000 restricted shares of Cascade common stock, vesting ratably over three (3) years from the closing date, subject to continued employment; and

(2) Priya Narasimhan (Co-Founder & CTO of NovaMart): three (3)-year term commencing on the closing date; base salary of Five Hundred Seventy-Five Thousand Dollars ($575,000) per annum; target annual bonus of seventy percent (70%) of base salary; and a grant of 125,000 restricted shares of Cascade common stock, vesting ratably over three (3) years from the closing date, subject to continued employment;

(e) a Key Employee Retention Plan providing for aggregate retention payments of Eighteen Million Dollars ($18,000,000) to designated NovaMart employees identified by the Company and NovaMart, with fifty percent (50%) of each participant's retention amount payable at the closing and the remaining fifty percent (50%) payable on the first anniversary of the closing, subject to continued employment;

(f) a Directors' & Officers' Liability Tail Insurance Policy from Sovereign Assurance Group Ltd., providing a six (6)-year "tail" or "run-off" coverage period for the current and former directors and officers of NovaMart for acts or omissions occurring prior to and through the closing of the Acquisition, at an estimated premium of One Million Eight Hundred Thousand Dollars ($1,800,000);

(g) Title Insurance Policies from Ridgecrest Title Group Inc. (Commonwealth Land & Title Insurance Co.) covering NovaMart's owned and leased real property interests, as applicable; and

(h) such other ancillary agreements, certificates, instruments, and documents as may be necessary or advisable to consummate the Acquisition and the transactions contemplated by the SPA.

1.11 Financing Documents

WHEREAS, in connection with the financing of the Acquisition, the Company will enter into, or cause to be entered into, the following financing documents (collectively, the "Financing Documents"):

(a) the Senior Secured Term Loan B Credit Agreement among the Company (as Borrower), Cornerstone National Bank, N.A. (as Administrative Agent), and the lenders party thereto from time to time, in an aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000), on the terms described in the commitment letter dated May 15, 2025 (Reference: CL-2025-0515-CRNB);

(b) a Guarantee and Collateral Agreement among the Company, and, following the closing of the Acquisition, NovaMart and its domestic subsidiaries (as Guarantors), and Cornerstone National Bank, N.A. (as Collateral Agent), granting first-priority security interests in substantially all of the assets of the Company, NovaMart, and their respective domestic subsidiaries, for the benefit of the lenders under the Term Loan B;

(c) an Amendment to the Revolving Credit Facility (the Company's existing $500,000,000 Revolving Credit Agreement with Cornerstone National Bank, N.A. as Administrative Agent, dated as of March 22, 2024), permitting the consummation of the Acquisition, the incurrence of the Term Loan B indebtedness, the granting of liens in connection therewith, and the $200,000,000 draw at the closing of the Acquisition; and

(d) all related fee letters, including the arrangement fee letter and the agency fee letter, and such other financing documents, certificates, legal opinions, and ancillary instruments as may be required by the lenders, the Administrative Agent, or the Collateral Agent in connection with the Term Loan B and the Revolver Draw.

1.12 Transaction Costs

WHEREAS, the Board has been advised that estimated buyer-side transaction costs in connection with the Acquisition aggregate approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000), consisting of the following:

Such transaction costs will be funded from the Company's available working capital and will not be included as part of the Purchase Price.

1.13 Determination of Advisability and Fairness

WHEREAS, after due and careful consideration of all of the foregoing, including the presentations, memoranda, analyses, and opinions of the Company's financial, legal, accounting, and tax advisors, the terms and conditions of the SPA and the ancillary transaction documents, the Fairness Opinion delivered by Hargrove Mead & Co., the results of the due diligence investigation, the financing arrangements, the strategic rationale for the Acquisition, and all other factors that the Board has deemed relevant, the Board has determined that: (a) the Acquisition, the SPA, the ancillary transaction documents, and the financing thereof are advisable and in the best interests of the Company and its stockholders; (b) the Purchase Price of $1,200,000,000 is fair to the Company from a financial point of view; and (c) the terms and conditions of the SPA and the ancillary transaction documents are fair and reasonable.

2. APPROVAL OF THE ACQUISITION AND THE STOCK PURCHASE AGREEMENT

NOW, THEREFORE, BE IT RESOLVED, that the Acquisition of one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc. from the Selling Stockholders for an aggregate Purchase Price of One Billion Two Hundred Million Dollars ($1,200,000,000) in cash, on the terms and conditions set forth in the Stock Purchase Agreement in substantially the form reviewed by the Board (a copy of which has been made available to each member of the Board and is attached hereto as Exhibit A), is hereby approved, adopted, and authorized in all respects.

RESOLVED FURTHER, that the Stock Purchase Agreement, together with all schedules, exhibits, disclosure schedules, and ancillary documents thereto, in substantially the form reviewed by the Board (with such changes, amendments, modifications, or supplements thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution and delivery thereof), is hereby approved, and the execution, delivery, and performance of the SPA by the Company is hereby authorized, approved, and directed.

3. APPROVAL OF THE ESCROW AGREEMENT AND RELATED ARRANGEMENTS

RESOLVED FURTHER, that the Escrow Agreement among the Company, Ridgeline Equity Partners, LP (as Stockholder Representative), and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent), providing for the deposit, investment, administration, and release of Ninety-Six Million Dollars ($96,000,000) (representing eight percent (8%) of the Purchase Price) in escrow to secure the indemnification obligations of the Selling Stockholders, in substantially the form reviewed by the Board (with such changes as the officers of the Company executing the same shall approve), is hereby approved, and the execution, delivery, and performance thereof by the Company is hereby authorized and directed.

RESOLVED FURTHER, that the Paying Agent Agreement with Marlowe Asset Management Trust Company, N.A., for the distribution of closing consideration to the Selling Stockholders in accordance with the SPA and the funds flow memorandum, in substantially the form reviewed by the Board (with such changes as the officers of the Company executing the same shall approve), is hereby approved, and the execution, delivery, and performance thereof by the Company is hereby authorized and directed.

4. APPROVAL OF FINANCING — TERM LOAN B

RESOLVED FURTHER, that the incurrence by the Company of indebtedness in an aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000) under the Senior Secured Term Loan B facility, on the terms and conditions set forth in the Commitment Letter dated May 15, 2025 (Reference: CL-2025-0515-CRNB) from Cornerstone National Bank, N.A. (Robert Frankel, Senior Vice President, Leveraged Finance) (as Administrative Agent and Co-Lead Arranger) and Caluvori Capital Partners, Inc. (Irene Matsuda, Director) (as Co-Lead Arranger), and the execution, delivery, and performance by the Company of the Term Loan B Credit Agreement, the Guarantee and Collateral Agreement, and all related Financing Documents, each in substantially the form reviewed by the Board (or, to the extent not yet finalized, in such form as shall be negotiated, finalized, and approved by the Authorized Officers prior to closing), is hereby approved, authorized, and directed in all respects.

RESOLVED FURTHER, that the granting by the Company of a first-priority security interest in substantially all of the assets of the Company, and, following the consummation of the Acquisition, of NovaMart Global Inc. and its domestic subsidiaries, to Cornerstone National Bank, N.A. (as Collateral Agent) for the benefit of the lenders under the Term Loan B Credit Agreement, including the execution and delivery of the Guarantee and Collateral Agreement, UCC financing statements, intellectual property security agreements, deposit account control agreements, and all other security documents required by the Collateral Agent, is hereby approved, authorized, and directed.

5. APPROVAL OF FINANCING — REVOLVING CREDIT FACILITY DRAW AND AMENDMENT

RESOLVED FURTHER, that the draw of Two Hundred Million Dollars ($200,000,000) under the Company's existing Five Hundred Million Dollar ($500,000,000) Revolving Credit Facility with Cornerstone National Bank, N.A. as Administrative Agent (pursuant to the Revolving Credit Agreement dated as of March 22, 2024), to be made at or immediately prior to the closing of the Acquisition, is hereby approved, authorized, and directed.

RESOLVED FURTHER, that the execution, delivery, and performance by the Company of an Amendment to the Revolving Credit Facility permitting the consummation of the Acquisition, the incurrence of the Term Loan B indebtedness, the granting of liens to the Collateral Agent, and the $200,000,000 draw at closing, together with all related consent solicitations, certificates, and supplemental documents, in substantially the form reviewed by the Board (or, to the extent not yet finalized, in such form as shall be negotiated, finalized, and approved by the Authorized Officers prior to closing), is hereby approved, authorized, and directed in all respects.

6. APPROVAL OF REPRESENTATIONS AND WARRANTIES INSURANCE

RESOLVED FURTHER, that the procurement by the Company of a buyer-side representations and warranties insurance policy from Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832), with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000), a retention of Twelve Million Dollars ($12,000,000), brokered by Northbridge Risk Advisors LLC (Thomas Ellingsen, Senior Vice President), at an estimated premium of Five Million Four Hundred Thousand Dollars ($5,400,000) (inclusive of underwriting fees and taxes), is hereby approved, and the appropriate officers of the Company are hereby authorized and directed to execute and deliver the policy application, binder, and all related documents and instruments on behalf of the Company in connection therewith.

7. APPROVAL OF EMPLOYMENT AGREEMENTS AND RETENTION PLAN

RESOLVED FURTHER, that the post-closing employment agreements with Julian Reeves (Founder & Chief Executive Officer of NovaMart) and Priya Narasimhan (Co-Founder & Chief Technology Officer of NovaMart), on substantially the terms described in Section 1.10(d) of the recitals above, including the grants of restricted shares of Cascade common stock, and the key employee retention plan providing for aggregate retention payments of Eighteen Million Dollars ($18,000,000) to designated NovaMart employees on the terms described in Section 1.10(e) of the recitals above, are hereby approved in all respects, and the appropriate officers of the Company are hereby authorized and directed to negotiate, finalize, execute, and deliver such employment agreements, restricted stock award agreements, and retention plan documents on behalf of the Company. The Compensation Committee of the Board is hereby requested to take such actions as may be required under the Company's equity incentive plans to effectuate the restricted stock grants described herein.

8. APPROVAL OF D&O TAIL INSURANCE

RESOLVED FURTHER, that the procurement of a six (6)-year directors' and officers' liability tail insurance policy (also known as a "run-off" policy) from Sovereign Assurance Group Ltd. for the benefit of the current and former directors and officers of NovaMart Global Inc. for acts or omissions occurring prior to and through the closing of the Acquisition, at an estimated premium of One Million Eight Hundred Thousand Dollars ($1,800,000), is hereby approved, and the appropriate officers of the Company are hereby authorized and directed to execute and deliver the policy application, binder, and all related documents and instruments on behalf of the Company in connection therewith.

9. APPROVAL OF ANCILLARY AGREEMENTS AND DOCUMENTS

RESOLVED FURTHER, that the execution, delivery, and performance by the Company of all ancillary agreements, documents, instruments, certificates, and other materials in connection with the Acquisition and the financing thereof, including, without limitation, the following:

(a) the Stockholder Representative Agreement with Ridgeline Equity Partners, LP;

(b) Letters of Transmittal to be delivered by the Selling Stockholders;

(c) a Working Capital Methodology Agreement setting forth the agreed-upon accounting methodologies, policies, and procedures for the calculation of net working capital;

(d) Joinder Agreements to be executed by NovaMart and its domestic subsidiaries in connection with the Guarantee and Collateral Agreement;

(e) stock powers, assignments, and instruments of transfer with respect to the shares of NovaMart capital stock;

(f) officers' certificates to be delivered by the Company at closing;

(g) secretary's certificates (including certified copies of these resolutions, the Company's certificate of incorporation, and the Company's bylaws);

(h) good standing certificates from the State of Delaware and other applicable jurisdictions;

(i) certificates regarding the non-foreign status of the Selling Stockholders under Section 1445 of the Code and the Treasury Regulations promulgated thereunder ("FIRPTA certificates");

(j) the estimated closing statement and net working capital calculation prepared in accordance with the SPA;

(k) the funds flow memorandum setting forth the allocation and disbursement of the Purchase Price and other closing payments;

(l) consent solicitation letters required under NovaMart's material contracts in connection with the change of control resulting from the Acquisition;

(m) payoff letters and lien release documentation in connection with the payoff and termination of NovaMart's existing One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility with Ashford Savings Bank, N.A., including UCC-3 termination statements and intellectual property lien releases;

(n) title insurance policies from Ridgecrest Title Group Inc. (Commonwealth Land & Title Insurance Co.); and

(o) all other agreements, documents, instruments, certificates, and materials as may be necessary or advisable to consummate the Acquisition and the transactions contemplated by the SPA and the Financing Documents;

each in substantially the form reviewed by the Board (or, to the extent not yet finalized, in such form as shall be negotiated, finalized, and approved by the Authorized Officers), are hereby approved, and the execution, delivery, and performance thereof by the Company is hereby authorized and directed.

10. APPROVAL OF HSR ACT FILING AND ANTITRUST MATTERS

RESOLVED FURTHER, that the following actions are hereby approved, authorized, ratified, and confirmed in all respects:

(a) the filing of the HSR Notification and Report Form with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice in connection with the Acquisition, and the payment of the HSR Act filing fee of Two Million Three Hundred Ninety Thousand Dollars ($2,390,000);

(b) the engagement of Whitfield & Crane LLP (Gabriela Montoya, Partner) as outside antitrust counsel to advise the Company in connection with the HSR Act filing, the DOJ Second Request, and all other antitrust matters relating to the Acquisition;

(c) the engagement of Apex Economics LLC (Dr. Henrik Johansson, Managing Director) as economic consultant to prepare and submit economic analyses, market studies, competitive effects analyses, and other materials in support of the Company's antitrust advocacy efforts;

(d) the compliance with the DOJ Second Request for additional information and documentary material issued on May 8, 2025, including the collection, review, and production of documents and data, the identification and preparation of custodians for depositions or interviews, and all other actions reasonably required to achieve substantial compliance; and

(e) all other actions, filings, submissions, certifications, and communications reasonably necessary or advisable to obtain antitrust clearance for the Acquisition under the HSR Act and any other applicable antitrust or competition laws.

11. APPROVAL OF TRANSACTION COSTS

RESOLVED FURTHER, that the payment of estimated buyer-side transaction costs aggregating approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) from the Company's available working capital, as more particularly described in Section 1.12 of the recitals above, including fees and expenses payable to Calderwood & Harkness LLP, Hargrove Mead & Co., Whitmore & Paige LLP, Whitfield & Crane LLP, Apex Economics LLC, Northbridge Risk Advisors LLC, Meridian Specialty Insurance Company, Sovereign Assurance Group Ltd., Cornerstone National Bank, N.A., Caluvori Capital Partners, Inc., and all other advisors, agents, and service providers engaged in connection with the Acquisition, is hereby approved and authorized.

12. AUTHORIZATION OF OFFICERS

RESOLVED FURTHER, that each of the following officers of the Company (each, an "Authorized Officer"):

(a) Margaret "Meg" Alderton, Chief Executive Officer;

(b) Rajiv Sundaram, Chief Financial Officer;

(d) Theodore "Ted" Langford, Senior Vice President, Corporate Development;

acting individually or together, is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to:

(i) negotiate, finalize, execute, and deliver the SPA, each Financing Document (including the Term Loan B Credit Agreement, the Guarantee and Collateral Agreement, the Amendment to the Revolving Credit Facility, and all related fee letters and ancillary instruments), the Escrow Agreement, the Paying Agent Agreement, the Stockholder Representative Agreement, the post-closing employment agreements with Julian Reeves and Priya Narasimhan, the key employee retention plan documents, the R&W insurance policy application and binder, the D&O tail insurance application and binder, and all other agreements, documents, instruments, certificates, and materials contemplated by these resolutions or by the SPA, or that are necessary or advisable to consummate the Acquisition and the financing thereof, in each case with such changes, amendments, modifications, or supplements thereto as such Authorized Officer shall approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof);

(ii) pay, or cause to be paid, the Purchase Price of $1,200,000,000, the escrow deposit of $96,000,000, all transaction costs (aggregating approximately $47,300,000), all financing fees and original issue discount, all insurance premiums, the HSR Act filing fee of $2,390,000, and all other amounts required to be paid by the Company in connection with the Acquisition and the financing thereof, from the sources of funds described in these resolutions;

(iii) take all actions required or advisable in connection with the HSR Act filing, the DOJ Second Request, and all other regulatory filings, approvals, clearances, or notifications required or advisable in connection with the Acquisition, including the preparation and submission of responses, analyses, studies, and other materials, and attendance at meetings, interviews, or hearings with governmental authorities;

(iv) engage, retain, compensate, and terminate such legal, financial, tax, accounting, consulting, environmental, insurance, title, and other professional advisors, agents, and service providers as any Authorized Officer may deem necessary or advisable in connection with the Acquisition and the financing thereof;

(v) execute and deliver any amendments, supplements, modifications, restatements, or waivers to the SPA, any Financing Document, or any ancillary document contemplated by these resolutions, provided that any such amendment, supplement, modification, restatement, or waiver that is material in the reasonable judgment of the Authorized Officer executing the same shall be submitted to the Board for prior approval before execution;

(vi) make, execute, file, or cause to be filed all registrations, filings, applications, notices, qualifications, consents, and approvals with or to any governmental authority, stock exchange, or regulatory body as may be required or advisable in connection with the Acquisition, the financing thereof, or the transactions contemplated by these resolutions, including filings with the U.S. Securities and Exchange Commission, the Nasdaq Stock Market LLC, the Delaware Secretary of State, and any other applicable authority; and

(vii) take any and all further actions and execute any and all further documents, instruments, and certificates as any Authorized Officer may deem necessary, appropriate, or advisable to carry out the intent and purpose of these resolutions and to consummate the Acquisition and the transactions contemplated hereby and by the SPA and the Financing Documents, the execution and delivery of any such document or instrument, or the taking of any such action, by an Authorized Officer to be conclusive evidence of such Authorized Officer's determination that such document, instrument, or action is necessary, appropriate, or advisable, and of such Authorized Officer's approval thereof.

13. RATIFICATION OF PRIOR ACTIONS

RESOLVED FURTHER, that all actions heretofore taken by any officer, director, employee, or authorized agent of the Company in connection with the proposed Acquisition of NovaMart Global Inc. and the transactions contemplated thereby, including, without limitation, the following, are hereby ratified, confirmed, and approved in all respects as acts of and on behalf of the Company:

(a) the execution and delivery of the non-binding Letter of Intent between the Company and NovaMart, dated February 14, 2025;

(b) the execution and delivery of the Mutual Confidentiality and Non-Disclosure Agreement between the Company and NovaMart, dated February 10, 2025;

(c) the execution and delivery of the Clean Team/Antitrust Protocol Agreement between the Company and NovaMart, dated February 18, 2025;

(d) the engagement of Calderwood & Harkness LLP as outside legal counsel to the Company in connection with the Acquisition, effective as of January 20, 2025;

(e) the engagement of Hargrove Mead & Co. as financial advisor to the Company in connection with the Acquisition;

(f) the engagement of Whitmore & Paige LLP as accounting and tax advisor to the Company in connection with the Acquisition;

(g) the engagement of Whitfield & Crane LLP as outside antitrust counsel to the Company in connection with the Acquisition;

(h) the engagement of Apex Economics LLC as economic consultant to the Company in connection with the Acquisition;

(i) the engagement of Northbridge Risk Advisors LLC as insurance broker in connection with the R&W Insurance Policy;

(j) the conduct of comprehensive due diligence on NovaMart, its business, operations, assets, liabilities, and affairs;

(k) the submission of the HSR Notification and Report Form with the FTC and the DOJ on April 11, 2025, and the payment of the associated filing fee;

(l) the negotiation of the SPA, the Financing Documents, and the ancillary transaction documents described herein; and

(m) all other actions taken by any officer, director, employee, or authorized agent of the Company in furtherance of the Acquisition prior to the date of these resolutions.

14. BOARD AUTHORIZATION DATE AND PRIOR AUTHORIZATION

RESOLVED FURTHER, that the Board notes for the record that the Board initially authorized the pursuit of the Acquisition at a meeting of the Board held on February 3, 2025, at which the Board approved management's recommendation to proceed with the negotiation, due diligence, and documentation of the Acquisition on substantially the terms presented to the Board at that time. These resolutions are intended to supplement, confirm, and, to the extent necessary, supersede such prior authorization, and shall constitute the definitive Board approval of the Acquisition, the SPA, the ancillary transaction documents, and the financing thereof as described herein.

15. GENERAL AUTHORITY AND OMNIBUS RESOLUTION

RESOLVED FURTHER, that any and all actions heretofore or hereafter taken by any Authorized Officer within the scope of the authority conferred by these resolutions, and any and all agreements, documents, instruments, certificates, and other materials heretofore or hereafter executed and delivered by any Authorized Officer within the scope of such authority, are hereby approved, ratified, confirmed, and adopted in all respects as acts of and on behalf of the Company.

RESOLVED FURTHER, that these resolutions shall remain in full force and effect until the earlier of (a) the consummation of the Acquisition, (b) the termination of the SPA in accordance with its terms, or (c) the adoption of superseding resolutions by the Board.

RESOLVED FURTHER, that this Unanimous Written Consent may be executed in one or more counterparts (including by facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Unanimous Written Consent by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart.

[Signature Pages Follow]

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC. Effective as of May 20, 2025

The undersigned, being all of the members of the Board of Directors of Cascade Retail Holdings Inc., a Delaware corporation, hereby execute this Unanimous Written Consent to evidence their adoption of the foregoing resolutions, effective as of May 20, 2025.

By: ________

Name: Katherine A. Donovan

Title: Chairperson of the Board

Date: ________

By: ________

Name: Margaret "Meg" Alderton

Title: Director; Chief Executive Officer

Date: ________

By: ________

Name: David R. Harrington

Title: Director

Date: ________

By: ________

Name: Lorraine K. Fujimoto

Title: Director

Date: ________

By: ________

Name: Marcus T. Wells

Title: Director

Date: ________

By: ________

Name: Dr. Aisha N. Patel

Title: Director

Date: ________

By: ________

Name: William J. Kowalski

Title: Director

Date: ________

By: ________

Name: Christine S. Bergström

Title: Director

Date: ________

By: ________

Name: James L. Okafor

Title: Director

Date: ________

The foregoing constitutes the unanimous written consent of all nine (9) members of the Board of Directors of Cascade Retail Holdings Inc., adopted in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, effective as of May 20, 2025. This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall have the same force and effect as if adopted at a duly convened meeting of the Board at which all directors were present and voting.

RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
CASCADE RETAIL HOLDINGS INC.
Adopted by Unanimous Written Consent in Lieu of a Special Meeting Effective as of May 20, 2025
Cascade Retail Holdings Inc. is a corporation duly organized and existing under the laws of the State of Delaware (Nasdaq: CRHI), with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119, Federal Employer Identification Number 91-2847653, and its registered agent in the State of Delaware being Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801 (the "Company" or "Cascade").
The undersigned, constituting the entire Board of Directors (the "Board") of Cascade Retail Holdings Inc., acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits the Board to take action without a meeting if all members of the Board consent thereto in writing, and pursuant to Article III, Section 3.10 of the Company's Amended and Restated Bylaws (as amended through January 15, 2025), hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of May 20, 2025. These resolutions shall have the same force and effect as if adopted at a duly convened special meeting of the Board at which a quorum was present and acting throughout.
1. RECITALS
1.1 Description of the Proposed Transaction
WHEREAS, the Board has been advised that the Company proposes to acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc., a corporation duly organized and existing under the laws of the State of Delaware ("NovaMart" or the "Target"), headquartered at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, from the stockholders of NovaMart (collectively, the "Selling Stockholders"), including the following:
(i) Ridgeline Equity Partners, LP (approximately 41.2% of NovaMart common stock), acting through its authorized representative, Franklin Osei, Managing Partner;
(ii) Brindoval Ventures Fund III, LP (approximately 22.8% of NovaMart common stock);
(iii) Julian Reeves, Founder & Chief Executive Officer of NovaMart (approximately 18.5% of NovaMart common stock);
(iv) Priya Narasimhan, Co-Founder & Chief Technology Officer of NovaMart (approximately 8.3% of NovaMart common stock); and
(v) Other management and employee stockholders of NovaMart (approximately 9.2% of NovaMart common stock, in the aggregate);
for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) in cash (the "Purchase Price"), pursuant to a Stock Purchase Agreement (the "SPA") to be entered into among the Company, NovaMart, and the Selling Stockholders (the transactions contemplated by the SPA being referred to herein as the "Acquisition").
1.2 Strategic Rationale
WHEREAS, the Board has reviewed and considered the strategic rationale for the Acquisition, including, without limitation, the opportunity to extend Cascade's reach into the rapidly growing third-party online marketplace segment by integrating NovaMart's established marketplace platform and seller ecosystem with Cascade's existing omnichannel retail and ecommerce capabilities. NovaMart's marketplace platform currently serves approximately 62,400 active sellers and approximately 9.1 million registered buyers. The Acquisition would combine NovaMart's marketplace network with Cascade's existing omnichannel retail platform, which serves approximately 28 million active customers across approximately 380 brick-and-mortar retail locations in the United States and Canada and its proprietary direct-to-consumer ecommerce platform, CascadeDirect.com. The Board has considered the substantial revenue synergy, cost synergy, and strategic positioning benefits that are expected to result from the combination of these complementary platforms and customer bases.
WHEREAS, the Board has reviewed NovaMart's historical and projected financial performance, including the following key financial metrics for fiscal year 2024: (a) total revenue of Eight Hundred Ninety-One Million Dollars ($891,000,000); (b) earnings before interest, taxes, depreciation, and amortization ("EBITDA") of One Hundred Thirty-Four Million Dollars ($134,000,000); and (c) gross merchandise value ("GMV") of Six Billion Two Hundred Million Dollars ($6,200,000,000). The Board has further considered that the Purchase Price implies an enterprise value-to-EBITDA multiple of approximately 8.96x and an enterprise value-to-revenue multiple of approximately 1.35x, and that such multiples are reasonable and within the range of comparable transactions identified by the Company's financial advisor.
1.3 Advisor Presentations
WHEREAS, the Board has received and reviewed detailed presentations, memoranda, and analyses from the following advisors in connection with the Acquisition:
(a) Hargrove Mead & Co. (Christopher Dunleavy, Managing Director), the Company's financial advisor, regarding the financial terms of the Acquisition, the fairness of the Purchase Price from a financial point of view to the holders of the Company's common stock, comparable company and comparable transaction analyses, a discounted cash flow analysis, and a leveraged buyout analysis, as more fully described in Hargrove Mead & Co.'s written opinion delivered to the Board on May 18, 2025 (the "Fairness Opinion");
(b) Calderwood & Harkness LLP (Harrison Wexford, Responsible Partner, and Derek Okonkwo, Lead Associate), the Company's outside legal counsel, regarding the legal terms, structure, and risks of the Acquisition, the terms and conditions of the SPA and ancillary transaction documents, the regulatory and compliance considerations, and the results of legal due diligence;
(c) Whitmore & Paige LLP (Sandra Chiu, Engagement Partner), the Company's accounting and tax advisor, regarding the financial and tax due diligence findings, including quality of earnings analysis, net working capital analysis, tax positions and exposures, and purchase price allocation considerations; and
(d) Members of Company management, including Margaret "Meg" Alderton, Chief Executive Officer; Rajiv Sundaram, Chief Financial Officer; Elena Vasquez-Bright, General Counsel; and Theodore "Ted" Langford, Senior Vice President, Corporate Development, regarding the strategic rationale, operational integration planning, synergy estimates, and management's assessment of the Target's business, operations, and prospects.
The Board has had the opportunity to ask questions of, and receive answers from, each of the foregoing advisors and members of management regarding the Acquisition, and has been satisfied with the information provided.
1.4 Stock Purchase Structure
WHEREAS, Calderwood & Harkness LLP has advised the Board that the Acquisition is structured as a stock purchase under the laws of the State of Delaware, pursuant to which the Company will acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart directly from the Selling Stockholders in exchange for cash consideration only. Calderwood & Harkness LLP has further advised that no election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), is contemplated in connection with the Acquisition, and that the transaction will be treated as a stock acquisition for United States federal income tax purposes. Accordingly, NovaMart will become a wholly-owned subsidiary of the Company upon consummation of the Acquisition, and the historical tax attributes of NovaMart will carry over to the extent permitted under applicable provisions of the Code.
1.5 Due Diligence
WHEREAS, the Company, with the assistance of its legal, financial, accounting, and tax advisors, has conducted comprehensive due diligence on NovaMart, its business, operations, assets, liabilities (both known and contingent), intellectual property portfolio (including patents, trademarks, copyrights, trade secrets, and domain names), real property and leasehold interests, employees and employee benefit plans, material contracts and commercial relationships, tax positions and compliance history, pending and threatened litigation and claims, regulatory compliance (including with respect to consumer protection, advertising, and marketplace regulations), environmental matters, data privacy and cybersecurity practices (including compliance with applicable state, federal, and international data protection laws), and insurance coverage. The Board has reviewed the due diligence summary and risk assessment memorandum prepared by Calderwood & Harkness LLP dated May 12, 2025 (the "Due Diligence Report"), and has considered the findings, risks, and mitigation strategies set forth therein.
1.6 Financing.  WHEREAS, the Board has been advised that the Company proposes to finance the Acquisition through the following sources:
(i) Senior Secured Term Loan B Facility: Seven Hundred Fifty Million Dollars ($750,000,000) in aggregate principal amount, at a rate of the Secured Overnight Financing Rate ("SOFR") plus 275 basis points per annum, with a seven (7)-year maturity and one percent (1%) annual amortization (payable quarterly), pursuant to a commitment letter dated May 15, 2025 (Reference: CL-2025-0515-CRNB) from Cornerstone National Bank, N.A. (as Administrative Agent) and Caluvori Capital Partners, Inc. (as Co-Lead Arranger) (the "Term Loan B");
(ii) Revolving Credit Facility Draw: Two Hundred Million Dollars ($200,000,000) drawn under the Company's existing Five Hundred Million Dollar ($500,000,000) revolving credit facility (at SOFR plus 200 basis points per annum, maturing in March 2029) with Cornerstone National Bank, N.A. as Administrative Agent (the "Revolver Draw");
(iii) Cash on Hand: Two Hundred Fifty Million Dollars ($250,000,000) from the Company's existing cash and cash equivalents (the "Cash Contribution"); and
(iv) Total Sources: One Billion Two Hundred Million Dollars ($1,200,000,000), plus approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) in estimated buyer-side transaction costs, which will be funded from the Company's available working capital.
1.7 Key SPA Terms
WHEREAS, the Board has reviewed and considered the principal terms and conditions of the SPA in substantially final form, including, without limitation, the following material terms:
(a) Purchase Price: An aggregate Purchase Price of One Billion Two Hundred Million Dollars ($1,200,000,000), payable entirely in cash at the closing of the Acquisition, with no earnout, contingent consideration, or equity rollover component;
(b) Escrow: Ninety-Six Million Dollars ($96,000,000) (representing 8% of the Purchase Price) to be deposited at closing with Marlowe Asset Management Trust Company, N.A. (as Escrow Agent; contact: Patricia Keane) to secure the post-closing indemnification obligations of the Selling Stockholders;
(c) Net Cash to Selling Stockholders at Closing: One Billion One Hundred Four Million Dollars ($1,104,000,000) (subject to adjustment based on the estimated working capital at closing);
(d) Working Capital Adjustment: A target net working capital of Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), with a collar (or "dead band") of plus or minus Five Million Dollars ($5,000,000), such that no working capital adjustment shall be made to the Purchase Price if the actual net working capital at closing falls within the range of $73,500,000 to $83,500,000;
(e) Indemnification Cap: Two Hundred Sixteen Million Dollars ($216,000,000) (representing 18% of the Purchase Price), serving as the aggregate cap on indemnification claims by the Company against the Selling Stockholders under the SPA (exclusive of claims based on fraud, willful misconduct, or breaches of fundamental representations);
(f) Survival Periods: General representations and warranties of the Selling Stockholders shall survive for a period of twenty-four (24) months following the closing; fundamental representations (including title to shares, organization, authority, and capitalization) shall survive indefinitely; and tax representations shall survive until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof);
(g) Reverse Termination Fee: Thirty Million Dollars ($30,000,000) (representing 2.5% of the Purchase Price) payable by the Company to the Stockholder Representative (for the benefit of the Selling Stockholders) in the event the SPA is terminated due to the Company's failure to consummate the closing or the Company's willful breach of the SPA;
(h) Forward Termination Fee: Thirty Million Dollars ($30,000,000) (representing 2.5% of the Purchase Price) payable by the Selling Stockholders (through the Stockholder Representative) to the Company in specified circumstances, including material breach by the Selling Stockholders or NovaMart that results in the failure of specified closing conditions;
(i) Stockholder Representative: Ridgeline Equity Partners, LP (through its authorized representative, Franklin Osei, Managing Partner) is designated as the Stockholder Representative for all post-closing matters, including indemnification claims, working capital disputes, escrow releases, and other matters arising under the SPA;
(j) Governing Law and Jurisdiction: The SPA shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions thereof. The parties to the SPA shall submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to exercise jurisdiction, any state or federal court within the State of Delaware);
(k) No Financing Condition: The obligations of the Company to consummate the Acquisition shall not be subject to or conditioned upon the Company's ability to obtain financing;
(l) Outside Date: December 31, 2025, following which either the Company or the Stockholder Representative may terminate the SPA if the closing has not occurred (subject to customary exceptions for a party whose breach has caused or resulted in the failure to close); and
(m) Targeted Closing Date: October 15, 2025, subject to the satisfaction or waiver of all conditions precedent to closing, including the receipt of antitrust clearance under the HSR Act.
1.8 Representations and Warranties Insurance
WHEREAS, the Board has been advised that, in connection with the Acquisition and as a supplement to the contractual indemnification provided by the Selling Stockholders under the SPA, the Company will procure a buyer-side representations and warranties insurance policy (the "R&W Insurance Policy") from Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832), brokered by Northbridge Risk Advisors LLC (Thomas Ellingsen, Senior Vice President), with the following material terms: (a) a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000); (b) a retention (self-insured amount) of Twelve Million Dollars ($12,000,000); and (c) an estimated premium of Five Million Four Hundred Thousand Dollars ($5,400,000) (inclusive of underwriting fees and taxes). The R&W Insurance Policy will provide the Company with coverage for losses arising from breaches of the Selling Stockholders' representations and warranties in the SPA, subject to the terms, conditions, and exclusions set forth in the policy.
1.9 Antitrust / HSR Act
WHEREAS, the Board has been advised that the Acquisition is subject to antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission (the "FTC"). The Board has further been advised that:
(a) a Notification and Report Form under the HSR Act was submitted by the Company and NovaMart to the FTC and the Antitrust Division of the U.S. Department of Justice (the "DOJ") on April 11, 2025;
(b) a Second Request for additional information and documentary material was issued by the Antitrust Division of the DOJ on May 8, 2025;
(c) the Company, with the assistance of its advisors, expects to achieve substantial compliance with the Second Request by August 2025, with HSR clearance (whether through expiration of the waiting period or affirmative clearance) expected in September or October 2025; and
(d) the Company has engaged Whitfield & Crane LLP (Gabriela Montoya, Partner) as outside antitrust counsel and Apex Economics LLC (Dr. Henrik Johansson, Managing Director) as economic consultant to support the Company's antitrust advocacy efforts and to prepare and submit economic analyses, white papers, and other materials to the DOJ as may be required or advisable.
1.10 Ancillary Agreements and Transaction Documents
WHEREAS, in connection with the Acquisition, the Company will enter into, or cause to be entered into, the following ancillary agreements and transaction documents, among others:
(a) an Escrow Agreement among the Company, the Stockholder Representative (Ridgeline Equity Partners, LP), and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent), providing for the deposit, investment, administration, and release of the $96,000,000 escrow fund;
(b) a Stockholder Representative Agreement with Ridgeline Equity Partners, LP, setting forth the rights, duties, powers, and limitations of the Stockholder Representative in connection with post-closing matters under the SPA;
(c) a Paying Agent Agreement with Marlowe Asset Management Trust Company, N.A., for the distribution of closing consideration to the Selling Stockholders in accordance with the terms of the SPA and the funds flow memorandum;
(d) Post-Closing Employment Agreements with the following individuals:
(1) Julian Reeves (Founder & CEO of NovaMart): three (3)-year term commencing on the closing date; base salary of Six Hundred Twenty-Five Thousand Dollars ($625,000) per annum; target annual bonus of seventy-five percent (75%) of base salary; and a grant of 150,000 restricted shares of Cascade common stock, vesting ratably over three (3) years from the closing date, subject to continued employment; and
(2) Priya Narasimhan (Co-Founder & CTO of NovaMart): three (3)-year term commencing on the closing date; base salary of Five Hundred Seventy-Five Thousand Dollars ($575,000) per annum; target annual bonus of seventy percent (70%) of base salary; and a grant of 125,000 restricted shares of Cascade common stock, vesting ratably over three (3) years from the closing date, subject to continued employment;
(e) a Key Employee Retention Plan providing for aggregate retention payments of Eighteen Million Dollars ($18,000,000) to designated NovaMart employees identified by the Company and NovaMart, with fifty percent (50%) of each participant's retention amount payable at the closing and the remaining fifty percent (50%) payable on the first anniversary of the closing, subject to continued employment;
(f) a Directors' & Officers' Liability Tail Insurance Policy from Sovereign Assurance Group Ltd., providing a six (6)-year "tail" or "run-off" coverage period for the current and former directors and officers of NovaMart for acts or omissions occurring prior to and through the closing of the Acquisition, at an estimated premium of One Million Eight Hundred Thousand Dollars ($1,800,000);
(g) Title Insurance Policies from Ridgecrest Title Group Inc. (Commonwealth Land & Title Insurance Co.) covering NovaMart's owned and leased real property interests, as applicable; and
(h) such other ancillary agreements, certificates, instruments, and documents as may be necessary or advisable to consummate the Acquisition and the transactions contemplated by the SPA.
1.11 Financing Documents
WHEREAS, in connection with the financing of the Acquisition, the Company will enter into, or cause to be entered into, the following financing documents (collectively, the "Financing Documents"):
(a) the Senior Secured Term Loan B Credit Agreement among the Company (as Borrower), Cornerstone National Bank, N.A. (as Administrative Agent), and the lenders party thereto from time to time, in an aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000), on the terms described in the commitment letter dated May 15, 2025 (Reference: CL-2025-0515-CRNB);
(b) a Guarantee and Collateral Agreement among the Company, and, following the closing of the Acquisition, NovaMart and its domestic subsidiaries (as Guarantors), and Cornerstone National Bank, N.A. (as Collateral Agent), granting first-priority security interests in substantially all of the assets of the Company, NovaMart, and their respective domestic subsidiaries, for the benefit of the lenders under the Term Loan B;
(c) an Amendment to the Revolving Credit Facility (the Company's existing $500,000,000 Revolving Credit Agreement with Cornerstone National Bank, N.A. as Administrative Agent, dated as of March 22, 2024), permitting the consummation of the Acquisition, the incurrence of the Term Loan B indebtedness, the granting of liens in connection therewith, and the $200,000,000 draw at the closing of the Acquisition; and
(d) all related fee letters, including the arrangement fee letter and the agency fee letter, and such other financing documents, certificates, legal opinions, and ancillary instruments as may be required by the lenders, the Administrative Agent, or the Collateral Agent in connection with the Term Loan B and the Revolver Draw.
1.12 Transaction Costs
WHEREAS, the Board has been advised that estimated buyer-side transaction costs in connection with the Acquisition aggregate approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000), consisting of the following:
Such transaction costs will be funded from the Company's available working capital and will not be included as part of the Purchase Price.
1.13 Determination of Advisability and Fairness
WHEREAS, after due and careful consideration of all of the foregoing, including the presentations, memoranda, analyses, and opinions of the Company's financial, legal, accounting, and tax advisors, the terms and conditions of the SPA and the ancillary transaction documents, the Fairness Opinion delivered by Hargrove Mead & Co., the results of the due diligence investigation, the financing arrangements, the strategic rationale for the Acquisition, and all other factors that the Board has deemed relevant, the Board has determined that: (a) the Acquisition, the SPA, the ancillary transaction documents, and the financing thereof are advisable and in the best interests of the Company and its stockholders; (b) the Purchase Price of $1,200,000,000 is fair to the Company from a financial point of view; and (c) the terms and conditions of the SPA and the ancillary transaction documents are fair and reasonable.
2. APPROVAL OF THE ACQUISITION AND THE STOCK PURCHASE AGREEMENT
NOW, THEREFORE, BE IT RESOLVED, that the Acquisition of one hundred percent (100%) of the issued and outstanding capital stock of NovaMart Global Inc. from the Selling Stockholders for an aggregate Purchase Price of One Billion Two Hundred Million Dollars ($1,200,000,000) in cash, on the terms and conditions set forth in the Stock Purchase Agreement in substantially the form reviewed by the Board (a copy of which has been made available to each member of the Board and is attached hereto as Exhibit A), is hereby approved, adopted, and authorized in all respects.
RESOLVED FURTHER, that the Stock Purchase Agreement, together with all schedules, exhibits, disclosure schedules, and ancillary documents thereto, in substantially the form reviewed by the Board (with such changes, amendments, modifications, or supplements thereto as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution and delivery thereof), is hereby approved, and the execution, delivery, and performance of the SPA by the Company is hereby authorized, approved, and directed.
3. APPROVAL OF THE ESCROW AGREEMENT AND RELATED ARRANGEMENTS
RESOLVED FURTHER, that the Escrow Agreement among the Company, Ridgeline Equity Partners, LP (as Stockholder Representative), and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent), providing for the deposit, investment, administration, and release of Ninety-Six Million Dollars ($96,000,000) (representing eight percent (8%) of the Purchase Price) in escrow to secure the indemnification obligations of the Selling Stockholders, in substantially the form reviewed by the Board (with such changes as the officers of the Company executing the same shall approve), is hereby approved, and the execution, delivery, and performance thereof by the Company is hereby authorized and directed.
RESOLVED FURTHER, that the Paying Agent Agreement with Marlowe Asset Management Trust Company, N.A., for the distribution of closing consideration to the Selling Stockholders in accordance with the SPA and the funds flow memorandum, in substantially the form reviewed by the Board (with such changes as the officers of the Company executing the same shall approve), is hereby approved, and the execution, delivery, and performance thereof by the Company is hereby authorized and directed.
4. APPROVAL OF FINANCING — TERM LOAN B
RESOLVED FURTHER, that the incurrence by the Company of indebtedness in an aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000) under the Senior Secured Term Loan B facility, on the terms and conditions set forth in the Commitment Letter dated May 15, 2025 (Reference: CL-2025-0515-CRNB) from Cornerstone National Bank, N.A. (Robert Frankel, Senior Vice President, Leveraged Finance) (as Administrative Agent and Co-Lead Arranger) and Caluvori Capital Partners, Inc. (Irene Matsuda, Director) (as Co-Lead Arranger), and the execution, delivery, and performance by the Company of the Term Loan B Credit Agreement, the Guarantee and Collateral Agreement, and all related Financing Documents, each in substantially the form reviewed by the Board (or, to the extent not yet finalized, in such form as shall be negotiated, finalized, and approved by the Authorized Officers prior to closing), is hereby approved, authorized, and directed in all respects.
RESOLVED FURTHER, that the granting by the Company of a first-priority security interest in substantially all of the assets of the Company, and, following the consummation of the Acquisition, of NovaMart Global Inc. and its domestic subsidiaries, to Cornerstone National Bank, N.A. (as Collateral Agent) for the benefit of the lenders under the Term Loan B Credit Agreement, including the execution and delivery of the Guarantee and Collateral Agreement, UCC financing statements, intellectual property security agreements, deposit account control agreements, and all other security documents required by the Collateral Agent, is hereby approved, authorized, and directed.
5. APPROVAL OF FINANCING — REVOLVING CREDIT FACILITY DRAW AND AMENDMENT
RESOLVED FURTHER, that the draw of Two Hundred Million Dollars ($200,000,000) under the Company's existing Five Hundred Million Dollar ($500,000,000) Revolving Credit Facility with Cornerstone National Bank, N.A. as Administrative Agent (pursuant to the Revolving Credit Agreement dated as of March 22, 2024), to be made at or immediately prior to the closing of the Acquisition, is hereby approved, authorized, and directed.
RESOLVED FURTHER, that the execution, delivery, and performance by the Company of an Amendment to the Revolving Credit Facility permitting the consummation of the Acquisition, the incurrence of the Term Loan B indebtedness, the granting of liens to the Collateral Agent, and the $200,000,000 draw at closing, together with all related consent solicitations, certificates, and supplemental documents, in substantially the form reviewed by the Board (or, to the extent not yet finalized, in such form as shall be negotiated, finalized, and approved by the Authorized Officers prior to closing), is hereby approved, authorized, and directed in all respects.
6. APPROVAL OF REPRESENTATIONS AND WARRANTIES INSURANCE
RESOLVED FURTHER, that the procurement by the Company of a buyer-side representations and warranties insurance policy from Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832), with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000), a retention of Twelve Million Dollars ($12,000,000), brokered by Northbridge Risk Advisors LLC (Thomas Ellingsen, Senior Vice President), at an estimated premium of Five Million Four Hundred Thousand Dollars ($5,400,000) (inclusive of underwriting fees and taxes), is hereby approved, and the appropriate officers of the Company are hereby authorized and directed to execute and deliver the policy application, binder, and all related documents and instruments on behalf of the Company in connection therewith.
7. APPROVAL OF EMPLOYMENT AGREEMENTS AND RETENTION PLAN
RESOLVED FURTHER, that the post-closing employment agreements with Julian Reeves (Founder & Chief Executive Officer of NovaMart) and Priya Narasimhan (Co-Founder & Chief Technology Officer of NovaMart), on substantially the terms described in Section 1.10(d) of the recitals above, including the grants of restricted shares of Cascade common stock, and the key employee retention plan providing for aggregate retention payments of Eighteen Million Dollars ($18,000,000) to designated NovaMart employees on the terms described in Section 1.10(e) of the recitals above, are hereby approved in all respects, and the appropriate officers of the Company are hereby authorized and directed to negotiate, finalize, execute, and deliver such employment agreements, restricted stock award agreements, and retention plan documents on behalf of the Company. The Compensation Committee of the Board is hereby requested to take such actions as may be required under the Company's equity incentive plans to effectuate the restricted stock grants described herein.
8. APPROVAL OF D&O TAIL INSURANCE
RESOLVED FURTHER, that the procurement of a six (6)-year directors' and officers' liability tail insurance policy (also known as a "run-off" policy) from Sovereign Assurance Group Ltd. for the benefit of the current and former directors and officers of NovaMart Global Inc. for acts or omissions occurring prior to and through the closing of the Acquisition, at an estimated premium of One Million Eight Hundred Thousand Dollars ($1,800,000), is hereby approved, and the appropriate officers of the Company are hereby authorized and directed to execute and deliver the policy application, binder, and all related documents and instruments on behalf of the Company in connection therewith.
9. APPROVAL OF ANCILLARY AGREEMENTS AND DOCUMENTS
RESOLVED FURTHER, that the execution, delivery, and performance by the Company of all ancillary agreements, documents, instruments, certificates, and other materials in connection with the Acquisition and the financing thereof, including, without limitation, the following:
(a) the Stockholder Representative Agreement with Ridgeline Equity Partners, LP;
(b) Letters of Transmittal to be delivered by the Selling Stockholders;
(c) a Working Capital Methodology Agreement setting forth the agreed-upon accounting methodologies, policies, and procedures for the calculation of net working capital;
(d) Joinder Agreements to be executed by NovaMart and its domestic subsidiaries in connection with the Guarantee and Collateral Agreement;
(e) stock powers, assignments, and instruments of transfer with respect to the shares of NovaMart capital stock;
(f) officers' certificates to be delivered by the Company at closing;
(g) secretary's certificates (including certified copies of these resolutions, the Company's certificate of incorporation, and the Company's bylaws);
(h) good standing certificates from the State of Delaware and other applicable jurisdictions;
(i) certificates regarding the non-foreign status of the Selling Stockholders under Section 1445 of the Code and the Treasury Regulations promulgated thereunder ("FIRPTA certificates");
(j) the estimated closing statement and net working capital calculation prepared in accordance with the SPA;
(k) the funds flow memorandum setting forth the allocation and disbursement of the Purchase Price and other closing payments;
(l) consent solicitation letters required under NovaMart's material contracts in connection with the change of control resulting from the Acquisition;
(m) payoff letters and lien release documentation in connection with the payoff and termination of NovaMart's existing One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility with Ashford Savings Bank, N.A., including UCC-3 termination statements and intellectual property lien releases;
(n) title insurance policies from Ridgecrest Title Group Inc. (Commonwealth Land & Title Insurance Co.); and
(o) all other agreements, documents, instruments, certificates, and materials as may be necessary or advisable to consummate the Acquisition and the transactions contemplated by the SPA and the Financing Documents;
each in substantially the form reviewed by the Board (or, to the extent not yet finalized, in such form as shall be negotiated, finalized, and approved by the Authorized Officers), are hereby approved, and the execution, delivery, and performance thereof by the Company is hereby authorized and directed.
10. APPROVAL OF HSR ACT FILING AND ANTITRUST MATTERS
RESOLVED FURTHER, that the following actions are hereby approved, authorized, ratified, and confirmed in all respects:
(a) the filing of the HSR Notification and Report Form with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice in connection with the Acquisition, and the payment of the HSR Act filing fee of Two Million Three Hundred Ninety Thousand Dollars ($2,390,000);
(b) the engagement of Whitfield & Crane LLP (Gabriela Montoya, Partner) as outside antitrust counsel to advise the Company in connection with the HSR Act filing, the DOJ Second Request, and all other antitrust matters relating to the Acquisition;
(c) the engagement of Apex Economics LLC (Dr. Henrik Johansson, Managing Director) as economic consultant to prepare and submit economic analyses, market studies, competitive effects analyses, and other materials in support of the Company's antitrust advocacy efforts;
(d) the compliance with the DOJ Second Request for additional information and documentary material issued on May 8, 2025, including the collection, review, and production of documents and data, the identification and preparation of custodians for depositions or interviews, and all other actions reasonably required to achieve substantial compliance; and
(e) all other actions, filings, submissions, certifications, and communications reasonably necessary or advisable to obtain antitrust clearance for the Acquisition under the HSR Act and any other applicable antitrust or competition laws.
11. APPROVAL OF TRANSACTION COSTS
RESOLVED FURTHER, that the payment of estimated buyer-side transaction costs aggregating approximately Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000) from the Company's available working capital, as more particularly described in Section 1.12 of the recitals above, including fees and expenses payable to Calderwood & Harkness LLP, Hargrove Mead & Co., Whitmore & Paige LLP, Whitfield & Crane LLP, Apex Economics LLC, Northbridge Risk Advisors LLC, Meridian Specialty Insurance Company, Sovereign Assurance Group Ltd., Cornerstone National Bank, N.A., Caluvori Capital Partners, Inc., and all other advisors, agents, and service providers engaged in connection with the Acquisition, is hereby approved and authorized.
12. AUTHORIZATION OF OFFICERS
RESOLVED FURTHER, that each of the following officers of the Company (each, an "Authorized Officer"):
(a) Margaret "Meg" Alderton, Chief Executive Officer;
(b) Rajiv Sundaram, Chief Financial Officer;
(c) Elena Vasquez-Bright, General Counsel; and
(d) Theodore "Ted" Langford, Senior Vice President, Corporate Development;
acting individually or together, is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to:
(i) negotiate, finalize, execute, and deliver the SPA, each Financing Document (including the Term Loan B Credit Agreement, the Guarantee and Collateral Agreement, the Amendment to the Revolving Credit Facility, and all related fee letters and ancillary instruments), the Escrow Agreement, the Paying Agent Agreement, the Stockholder Representative Agreement, the post-closing employment agreements with Julian Reeves and Priya Narasimhan, the key employee retention plan documents, the R&W insurance policy application and binder, the D&O tail insurance application and binder, and all other agreements, documents, instruments, certificates, and materials contemplated by these resolutions or by the SPA, or that are necessary or advisable to consummate the Acquisition and the financing thereof, in each case with such changes, amendments, modifications, or supplements thereto as such Authorized Officer shall approve (such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof);
(ii) pay, or cause to be paid, the Purchase Price of $1,200,000,000, the escrow deposit of $96,000,000, all transaction costs (aggregating approximately $47,300,000), all financing fees and original issue discount, all insurance premiums, the HSR Act filing fee of $2,390,000, and all other amounts required to be paid by the Company in connection with the Acquisition and the financing thereof, from the sources of funds described in these resolutions;
(iii) take all actions required or advisable in connection with the HSR Act filing, the DOJ Second Request, and all other regulatory filings, approvals, clearances, or notifications required or advisable in connection with the Acquisition, including the preparation and submission of responses, analyses, studies, and other materials, and attendance at meetings, interviews, or hearings with governmental authorities;
(iv) engage, retain, compensate, and terminate such legal, financial, tax, accounting, consulting, environmental, insurance, title, and other professional advisors, agents, and service providers as any Authorized Officer may deem necessary or advisable in connection with the Acquisition and the financing thereof;
(v) execute and deliver any amendments, supplements, modifications, restatements, or waivers to the SPA, any Financing Document, or any ancillary document contemplated by these resolutions, provided that any such amendment, supplement, modification, restatement, or waiver that is material in the reasonable judgment of the Authorized Officer executing the same shall be submitted to the Board for prior approval before execution;
(vi) make, execute, file, or cause to be filed all registrations, filings, applications, notices, qualifications, consents, and approvals with or to any governmental authority, stock exchange, or regulatory body as may be required or advisable in connection with the Acquisition, the financing thereof, or the transactions contemplated by these resolutions, including filings with the U.S. Securities and Exchange Commission, the Nasdaq Stock Market LLC, the Delaware Secretary of State, and any other applicable authority; and
(vii) take any and all further actions and execute any and all further documents, instruments, and certificates as any Authorized Officer may deem necessary, appropriate, or advisable to carry out the intent and purpose of these resolutions and to consummate the Acquisition and the transactions contemplated hereby and by the SPA and the Financing Documents, the execution and delivery of any such document or instrument, or the taking of any such action, by an Authorized Officer to be conclusive evidence of such Authorized Officer's determination that such document, instrument, or action is necessary, appropriate, or advisable, and of such Authorized Officer's approval thereof.
13. RATIFICATION OF PRIOR ACTIONS
RESOLVED FURTHER, that all actions heretofore taken by any officer, director, employee, or authorized agent of the Company in connection with the proposed Acquisition of NovaMart Global Inc. and the transactions contemplated thereby, including, without limitation, the following, are hereby ratified, confirmed, and approved in all respects as acts of and on behalf of the Company:
(a) the execution and delivery of the non-binding Letter of Intent between the Company and NovaMart, dated February 14, 2025;
(b) the execution and delivery of the Mutual Confidentiality and Non-Disclosure Agreement between the Company and NovaMart, dated February 10, 2025;
(c) the execution and delivery of the Clean Team/Antitrust Protocol Agreement between the Company and NovaMart, dated February 18, 2025;
(d) the engagement of Calderwood & Harkness LLP as outside legal counsel to the Company in connection with the Acquisition, effective as of January 20, 2025;
(e) the engagement of Hargrove Mead & Co. as financial advisor to the Company in connection with the Acquisition;
(f) the engagement of Whitmore & Paige LLP as accounting and tax advisor to the Company in connection with the Acquisition;
(g) the engagement of Whitfield & Crane LLP as outside antitrust counsel to the Company in connection with the Acquisition;
(h) the engagement of Apex Economics LLC as economic consultant to the Company in connection with the Acquisition;
(i) the engagement of Northbridge Risk Advisors LLC as insurance broker in connection with the R&W Insurance Policy;
(j) the conduct of comprehensive due diligence on NovaMart, its business, operations, assets, liabilities, and affairs;
(k) the submission of the HSR Notification and Report Form with the FTC and the DOJ on April 11, 2025, and the payment of the associated filing fee;
(l) the negotiation of the SPA, the Financing Documents, and the ancillary transaction documents described herein; and
(m) all other actions taken by any officer, director, employee, or authorized agent of the Company in furtherance of the Acquisition prior to the date of these resolutions.
14. BOARD AUTHORIZATION DATE AND PRIOR AUTHORIZATION
RESOLVED FURTHER, that the Board notes for the record that the Board initially authorized the pursuit of the Acquisition at a meeting of the Board held on February 3, 2025, at which the Board approved management's recommendation to proceed with the negotiation, due diligence, and documentation of the Acquisition on substantially the terms presented to the Board at that time. These resolutions are intended to supplement, confirm, and, to the extent necessary, supersede such prior authorization, and shall constitute the definitive Board approval of the Acquisition, the SPA, the ancillary transaction documents, and the financing thereof as described herein.
15. GENERAL AUTHORITY AND OMNIBUS RESOLUTION
RESOLVED FURTHER, that any and all actions heretofore or hereafter taken by any Authorized Officer within the scope of the authority conferred by these resolutions, and any and all agreements, documents, instruments, certificates, and other materials heretofore or hereafter executed and delivered by any Authorized Officer within the scope of such authority, are hereby approved, ratified, confirmed, and adopted in all respects as acts of and on behalf of the Company.
RESOLVED FURTHER, that these resolutions shall remain in full force and effect until the earlier of (a) the consummation of the Acquisition, (b) the termination of the SPA in accordance with its terms, or (c) the adoption of superseding resolutions by the Board.
RESOLVED FURTHER, that this Unanimous Written Consent may be executed in one or more counterparts (including by facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Unanimous Written Consent by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart.
[Signature Pages Follow]
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF CASCADE RETAIL HOLDINGS INC. Effective as of May 20, 2025
The undersigned, being all of the members of the Board of Directors of Cascade Retail Holdings Inc., a Delaware corporation, hereby execute this Unanimous Written Consent to evidence their adoption of the foregoing resolutions, effective as of May 20, 2025.
By: ________
Name: Katherine A. Donovan
Title: Chairperson of the Board
Date: ________
By: ________
Name: Margaret "Meg" Alderton
Title: Director; Chief Executive Officer
Date: ________
By: ________
Name: David R. Harrington
Title: Director
Date: ________
By: ________
Name: Lorraine K. Fujimoto
Title: Director
Date: ________
By: ________
Name: Marcus T. Wells
Title: Director
Date: ________
By: ________
Name: Dr. Aisha N. Patel
Title: Director
Date: ________
By: ________
Name: William J. Kowalski
Title: Director
Date: ________
By: ________
Name: Christine S. Bergström
Title: Director
Date: ________
By: ________
Name: James L. Okafor
Title: Director
Date: ________
The foregoing constitutes the unanimous written consent of all nine (9) members of the Board of Directors of Cascade Retail Holdings Inc., adopted in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, effective as of May 20, 2025. This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall have the same force and effect as if adopted at a duly convened meeting of the Board at which all directors were present and voting.
CONFIDENTIAL — This document constitutes the official resolutions of the Board of Directors of Cascade Retail Holdings Inc. and is subject to the attorney-client privilege and work product doctrine. Unauthorized reproduction or distribution is prohibited.
Cost Category | Estimated Amount
Calderwood & Harkness LLP — legal fees | ~$8,200,000
Hargrove Mead & Co. — financial advisory fee (1.2% of deal value) | $14,400,000
Whitmore & Paige LLP — accounting/tax advisory fees | ~$3,100,000
HSR Act filing fee | $2,390,000
R&W insurance premium (Meridian Specialty Insurance Company) | $5,400,000
Financing fees and original issue discount (1.5% of $750,000,000) | $11,250,000
D&O tail insurance premium (Sovereign Assurance Group Ltd.) | $1,800,000
Miscellaneous costs (including title insurance, printing, filing fees, and other expenses) | ~$760,000
Total Estimated Transaction Costs | ~$47,300,000

RESOLUTIONS OF THE BOARD OF DIRECTORS

CASCADE RETAIL HOLDINGS INC.

Record

Parties

Dates

Amounts