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DRAFT — FOR DISCUSSION PURPOSES ONLY — DATED [●], 2025 Calderwood & Harkness LLP

GUARANTEE AND COLLATERAL AGREEMENT

dated as of [●], 2025

among

CASCADE RETAIL HOLDINGS INC., a Delaware corporation, as Borrower,

NOVAMART GLOBAL INC., a Delaware corporation, and each other Subsidiary Guarantor party hereto from time to time, as Subsidiary Guarantors,

and

CORNERSTONE NATIONAL BANK, N.A., as Collateral Agent for the Secured Parties

In connection with the Credit Agreement dated as of [●], 2025 providing for a $750,000,000 Senior Secured Term Loan B Facility

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RECITALS

A. Reference is made to that certain Senior Secured Term Loan B Credit Agreement dated as of [●], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation (the "Borrower"), the Lenders party thereto from time to time, Cornerstone National Bank, N.A., as Administrative Agent, and Cornerstone National Bank, N.A., as Collateral Agent, pursuant to which the Lenders have agreed, subject to the terms and conditions set forth therein, to provide a Senior Secured Term Loan B Facility in an aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000) bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus 275 basis points, with a maturity date falling seven (7) years after the Closing Date and annual amortization of 1.00% of the original principal amount thereof.

B. Reference is further made to that certain Stock Purchase Agreement dated as of May 20, 2025 (the "Acquisition Agreement"), among the Borrower, NovaMart Global Inc. ("NovaMart"), a Delaware corporation, and the Selling Stockholders named therein, pursuant to which the Borrower has agreed to acquire, and the Selling Stockholders have agreed to sell, 100% of the issued and outstanding capital stock of NovaMart for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) in cash (the "Acquisition"), subject to customary working capital and other purchase price adjustments as set forth therein.

C. Upon the consummation of the Acquisition, NovaMart and each of its domestic Subsidiaries (as defined herein) will become Subsidiary Guarantors hereunder and will grant first-priority security interests in substantially all of their respective assets to the Collateral Agent for the benefit of the Secured Parties, in each case on the terms and subject to the conditions set forth in this Agreement.

D. The Commitment Letter dated May 15, 2025 (Reference: CL-2025-0515-CRNB) from Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc., as Co-Lead Arrangers, to the Borrower (the "Commitment Letter") contemplates, among other things, the execution and delivery of this Agreement as a condition precedent to the funding of the Term Loan B on the Closing Date.

E. It is a condition precedent to the obligations of the Lenders under the Credit Agreement that the Grantors (as defined herein) shall have executed and delivered this Guarantee and Collateral Agreement.

F. Each Grantor acknowledges that it will derive substantial direct and indirect benefit from the extensions of credit made or to be made under the Credit Agreement and the consummation of the Acquisition, and that the guarantee and grant of security interests hereunder are necessary and convenient to the conduct, promotion, and attainment of the business of such Grantor.

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the following meanings:

"Acquisition" means the acquisition of 100% of the issued and outstanding capital stock of NovaMart Global Inc. by the Borrower pursuant to the Acquisition Agreement for an aggregate purchase price of $1,200,000,000, subject to the terms and conditions set forth therein.

"Acquisition Agreement" means that certain Stock Purchase Agreement dated as of May 20, 2025, among the Borrower, NovaMart Global Inc., and the Selling Stockholders named therein, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms thereof and of the Credit Agreement.

"Administrative Agent" means Cornerstone National Bank, N.A., a national banking association, having its principal office at 227 West Monroe Street, Chicago, Illinois 60606, in its capacity as administrative agent under the Credit Agreement, or any successor administrative agent appointed in accordance with the terms of the Credit Agreement.

"Agreement" means this Guarantee and Collateral Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time.

"Borrower" means Cascade Retail Holdings Inc., a Delaware corporation (EIN: 91-2847653), with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119, and whose common stock is publicly traded on the Nasdaq Global Select Market under the ticker symbol "CRHI," together with its permitted successors and assigns.

"Closing Date" means the date on which the conditions precedent set forth in Article IV of the Credit Agreement are satisfied or waived and the initial funding of the Term Loan B occurs (the targeted Closing Date being October 15, 2025, or such other date as may be agreed upon by the Borrower and the Administrative Agent).

"Co-Lead Arranger" means Caluvori Capital Partners, Inc., a Delaware corporation, having its principal office at 350 California Street, Suite 1800, San Francisco, California 94104 (contact: Irene Matsuda, Director), in its capacity as co-lead arranger under the Credit Agreement.

"Collateral" means all assets and property of any kind whatsoever of each Grantor that are subject to the Liens created under this Agreement, as more fully described in Article III hereof, but excluding the Excluded Assets.

"Collateral Agent" means Cornerstone National Bank, N.A., a national banking association, in its capacity as collateral agent for the Secured Parties under this Agreement and the Credit Agreement (contact: Robert Frankel, Senior Vice President, Leveraged Finance), or any successor collateral agent appointed in accordance with the terms hereof and of the Credit Agreement.

"Copyright Collateral" means, with respect to each Grantor, all of such Grantor's right, title, and interest in and to all copyrights (whether registered or unregistered), copyright registrations and applications for copyright registration, together with all renewals and extensions thereof, all rights to recover for past, present, and future infringements thereof, and all other rights of any kind whatsoever accruing under or pertaining to any of the foregoing.

"Credit Agreement" has the meaning assigned to such term in Recital A.

"Deposit Account" has the meaning assigned to such term in the UCC.

"Equipment" has the meaning assigned to such term in the UCC.

"Excluded Assets" means, collectively, the following:

(i) motor vehicles and other assets subject to certificate-of-title statutes to the extent that a security interest therein cannot be perfected by the filing of a UCC financing statement;

(ii) any lease, license, contract, property right, or agreement of any Grantor to the extent that the grant of a security interest therein would violate or invalidate such lease, license, contract, property right, or agreement or create a right of termination in favor of any other party thereto (other than any Grantor) pursuant to an enforceable anti-assignment provision contained therein, but only to the extent that such prohibition is not rendered unenforceable under the UCC (including Sections 9-406, 9-407, 9-408, and 9-409 thereof) or under any other applicable law (including the United States Bankruptcy Code);

(iii) any governmental license, permit, franchise, or authorization issued by any federal, state, local, or foreign governmental authority to the extent that the pledge or assignment thereof is prohibited by applicable law or the terms of such license, permit, franchise, or authorization, and such prohibition is not rendered unenforceable under applicable law;

(iv) any equity interests in any Excluded Subsidiary;

(v) any intent-to-use trademark application filed pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)) to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law, until such time as a Statement of Use or an Amendment to Allege Use has been filed with respect thereto and accepted by the United States Patent and Trademark Office;

(vi) any assets to the extent that a pledge thereof would result in material adverse tax consequences to the Borrower or any of its Subsidiaries, as reasonably determined by the Borrower in consultation with the Collateral Agent (it being understood that this clause (vi) is principally intended to address the pledge of more than 65% of the voting equity interests of foreign subsidiaries); and

(vii) any assets subject to purchase money security interests, capital lease obligations, or other Liens permitted under the Credit Agreement, in each case to the extent, and only to the extent, that the documentation governing such obligations contains a valid and enforceable prohibition on the creation of junior or additional Liens on such assets.

Notwithstanding the foregoing, "Excluded Assets" shall not include any Proceeds of any Excluded Asset to the extent that such Proceeds would not themselves constitute Excluded Assets.

"Excluded Subsidiary" means (a) any Subsidiary of any Grantor that is organized under the laws of a jurisdiction other than the United States, any State thereof, or the District of Columbia (a "Foreign Subsidiary"), (b) any domestic Subsidiary of any Grantor that is a direct or indirect subsidiary of a Foreign Subsidiary and that is treated as a disregarded entity for U.S. federal income tax purposes or is classified as a "controlled foreign corporation" holding company within the meaning of Section 957 of the Internal Revenue Code (a "CFC Holdco"), (c) any Subsidiary of any Grantor that has total assets (on a standalone basis) of less than $5,000,000 and annual revenues of less than $5,000,000, as determined as of the last day of the most recently completed fiscal quarter (an "Immaterial Subsidiary"), and (d) any Subsidiary of any Grantor to the extent that the provision of a guarantee by such Subsidiary would (x) violate applicable law (including, without limitation, any financial assistance, corporate benefit, fraudulent preference, or thin capitalization rule or regulation) or (y) result in material adverse tax consequences to the Borrower or its Subsidiaries, in each case as reasonably determined by the Borrower in consultation with the Collateral Agent.

"General Intangibles" has the meaning assigned to such term in the UCC.

"Grantors" means, collectively, the Borrower and each Subsidiary Guarantor that is from time to time a party to this Agreement, including, without limitation, following the Closing Date and the consummation of the Acquisition, NovaMart Global Inc. (EIN: 84-3291547) and each of its domestic Subsidiaries that becomes party hereto pursuant to a Joinder Agreement. The term "Grantor" shall refer to any one of the Grantors individually.

"Guaranteed Obligations" means, collectively, all Obligations of the Borrower and each other Grantor under the Credit Agreement and each other Loan Document, including, without limitation, all obligations in respect of (a) the principal of, and premium (if any) and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on, the Term Loan B, (b) all fees, costs, charges, expenses, indemnification obligations, and other amounts payable by the Borrower or any other Loan Party under the Credit Agreement or any other Loan Document, and (c) all other amounts now or hereafter owed by the Borrower or any other Loan Party under or in connection with the Credit Agreement or any other Loan Document, in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred.

"intellectual Property" means, collectively, all Patent Collateral, Trademark Collateral, Copyright Collateral, and Trade Secret Collateral.

"Inventory" has the meaning assigned to such term in the UCC.

"Joinder Agreement" means a joinder agreement substantially in the form attached hereto as Exhibit A, pursuant to which a Subsidiary becomes a party to this Agreement as a Grantor and Subsidiary Guarantor.

"Lenders" means the financial institutions from time to time party to the Credit Agreement as lenders, initially including Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc., together with their respective permitted successors and assigns.

"Lien" has the meaning assigned to such term in the Credit Agreement.

"Loan Documents" has the meaning assigned to such term in the Credit Agreement.

"NovaMart" means NovaMart Global Inc., a Delaware corporation (EIN: 84-3291547), with its principal executive offices located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, together with its permitted successors and assigns.

"Obligations" means all amounts owing by the Borrower or any other Loan Party under the Credit Agreement and the other Loan Documents, including, without limitation, all amounts owing in respect of the $750,000,000 Term Loan B, all interest thereon (including post-petition interest), all fees (including upfront fees, commitment fees, and arrangement fees), all expenses (including reasonable and documented legal fees and expenses), all indemnification obligations, and all other amounts of whatever nature payable under or in connection with the Credit Agreement and the other Loan Documents, whether or not contingent.

"Patent Collateral" means, with respect to each Grantor, all of such Grantor's right, title, and interest in and to all letters patent of the United States or any other country, all registrations and recordings thereof, all applications for letters patent of the United States or any other country, together with all reissues, continuations, continuations-in-part, revisions, divisionals, extensions, and re-examinations thereof, all rights to recover for past, present, and future infringements thereof, and all other rights of any kind whatsoever accruing under or pertaining to any of the foregoing, including all patent licenses granted to any Grantor.

"Permitted Liens" has the meaning assigned to such term in the Credit Agreement.

"Pledged Debt" means all intercompany notes, instruments, and other evidences of indebtedness at any time issued to or held by any Grantor, together with all interest, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing.

"Pledged Equity" means (a) 100% of the issued and outstanding equity interests of each direct domestic Subsidiary of each Grantor (including, following the Acquisition, 100% of the issued and outstanding capital stock of NovaMart Global Inc., to be pledged by the Borrower), (b) 65% of the issued and outstanding voting equity interests and 100% of the issued and outstanding non-voting equity interests of each first-tier Foreign Subsidiary of any Grantor, and (c) all certificates, options, warrants, rights, and other property at any time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing.

"Proceeds" has the meaning assigned to such term in the UCC, and, in any event, shall include, without limitation, (a) any and all proceeds of any insurance, indemnity, warranty, or guaranty payable to any Grantor from time to time with respect to any of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable to any Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure, or forfeiture of all or any part of the Collateral, and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

"Required Lenders" has the meaning assigned to such term in the Credit Agreement.

"Revolving Credit Facility" means the existing revolving credit facility of the Borrower in an aggregate commitment amount of Five Hundred Million Dollars ($500,000,000) under that certain Credit Agreement dated as of [●], 2024, among the Borrower, the lenders party thereto, and Cornerstone National Bank, N.A., as administrative agent, from which $200,000,000 will be drawn at the Closing Date in connection with the financing of the Acquisition.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the Lenders from time to time party to the Credit Agreement, together with their respective permitted successors and assigns.

"Securities Account" has the meaning assigned to such term in the UCC.

"Subsidiary" has the meaning assigned to such term in the Credit Agreement.

"Subsidiary Guarantor" means (a) each domestic Subsidiary of the Borrower that is a party hereto as of the date hereof, and (b) following the consummation of the Acquisition, NovaMart and each of its domestic Subsidiaries, in each case that becomes party to this Agreement by executing and delivering a Joinder Agreement in accordance with the terms hereof, together with their respective permitted successors and assigns.

"Term Loan B" means the $750,000,000 Senior Secured Term Loan B Facility extended to the Borrower under the Credit Agreement.

"Trademark Collateral" means, with respect to each Grantor, all of such Grantor's right, title, and interest in and to all trademarks, service marks, trade dress, trade names, brand names, corporate names, business names, Internet domain names, logos, designs, and other source or business identifiers, whether registered or unregistered, and all registrations and applications for registration thereof, together with all renewals and extensions thereof, the goodwill of the business symbolized thereby or associated therewith, all rights to recover for past, present, and future infringements or dilution thereof, and all other rights of any kind whatsoever accruing under or pertaining to any of the foregoing, including, without limitation, the NovaMart® and NovaShip® marks and all related domain names (following the consummation of the Acquisition).

"Trade Secret Collateral" means, with respect to each Grantor, all of such Grantor's right, title, and interest in and to all trade secrets, know-how, proprietary information, confidential business information, customer lists, supplier lists, pricing and cost information, business and marketing plans, technical data, blueprints, designs, formulas, processes, and algorithms, in each case to the extent constituting intellectual property.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, by reason of mandatory provisions of law, the creation, attachment, perfection, priority, or enforcement of any security interest granted hereunder in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such creation, attachment, perfection, priority, or enforcement.

Section 1.02 — UCC Definitions

Unless otherwise defined herein, terms that are defined in the UCC and used herein shall have the meanings assigned to them in the UCC, including, without limitation, the following terms: "account," "chattel paper," "commercial tort claims," "deposit account," "document," "equipment," "fixtures," "general intangibles," "goods," "instruments," "inventory," "investment property," "letter-of-credit rights," "proceeds," "securities account," and "supporting obligations." To the extent that the definition of any term used herein that is defined in the UCC is modified after the date hereof, such modified definition shall control for purposes of this Agreement from and after the effective date of such modification.

Section 1.03 — Rules of Interpretation

(a) The rules of interpretation set forth in Section 1.02 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis, and shall apply to the interpretation of this Agreement as if fully set forth herein.

(b) All references herein to "Articles," "Sections," "Exhibits," and "Schedules" are to articles, sections, exhibits, and schedules of and to this Agreement, unless otherwise specified. References to any document or agreement, including this Agreement, shall be deemed to include references to such document or agreement as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.

(c) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(d) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

(e) Unless the context otherwise requires, (i) the singular includes the plural and vice versa, (ii) references to "herein," "hereof," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular provision, and (iii) references to any gender include the other genders.

ARTICLE II — GUARANTEE

Section 2.01 — Guarantee of the Obligations

Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees to the Collateral Agent for the ratable benefit of the Secured Parties the full and punctual payment when due (whether at stated maturity, upon acceleration, upon any mandatory prepayment date, or otherwise) and performance of all Guaranteed Obligations, including, without limitation, all obligations of the Borrower in respect of the $750,000,000 Term Loan B and all interest thereon (including post-petition interest), all fees, costs, expenses, indemnification obligations, and all other amounts payable under or in connection with the Credit Agreement and the other Loan Documents. This guarantee constitutes a guarantee of payment and not merely of collection, and each Subsidiary Guarantor agrees that its obligations hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent or any Secured Party of any remedy against the Borrower, any other Subsidiary Guarantor, or any other person, or upon the exercise of any remedy against, or the realization upon, any Collateral. The guarantee obligations of the Subsidiary Guarantors hereunder are joint and several, and the Collateral Agent and the Secured Parties shall not be required to make demand upon or seek performance from the Borrower or any other person before demanding payment or performance under this guarantee from any Subsidiary Guarantor.

Section 2.02 — Guarantee Absolute

The obligations of each Subsidiary Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of any of the Guaranteed Obligations, the Credit Agreement, or any other Loan Document, or any other agreement or instrument referred to therein, or any substitution, release, impairment, or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of each Subsidiary Guarantor that its obligations hereunder shall not be discharged except by complete payment and performance of the Guaranteed Obligations and the other obligations of each Subsidiary Guarantor hereunder. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor hereunder shall not be released, discharged, or otherwise affected by:

(a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or instrument relating thereto;

(b) any amendment, modification, restatement, extension, renewal, waiver, or supplement of or to the Credit Agreement, any other Loan Document, or any other agreement or instrument relating thereto, including, without limitation, any increase in the principal amount of the Term Loan B or any change in the interest rate, fees, or other terms thereof;

(c) any change in the time, place, or manner of payment of, or in any other term of, any of the Guaranteed Obligations, or any rescission, waiver, amendment, or modification of any of the terms or provisions of the Credit Agreement, any other Loan Document, or any other agreement, including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise;

(d) any taking, exchange, substitution, release, impairment, or non-perfection of any Collateral, or any taking, release, impairment, amendment, waiver, or modification of any guarantee of or security for all or any of the Guaranteed Obligations;

(e) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other assets of the Borrower or any other Grantor;

(f) any change, restructuring, or termination of the corporate, limited liability company, limited partnership, or other structure or existence of the Borrower or any other Grantor;

(g) any failure of any Secured Party to disclose to any Subsidiary Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties, or prospects of the Borrower;

(h) the failure of any other person to execute or deliver this Agreement or any other guarantee or agreement, or the release or reduction of liability of any Subsidiary Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or

(i) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent or any other Secured Party that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any Subsidiary Guarantor, or any other guarantor or surety.

Each Subsidiary Guarantor hereby unconditionally and irrevocably waives any and all right to assert any defense, set-off, counterclaim, or crossclaim of any nature whatsoever with respect to the obligations of any other Subsidiary Guarantor or the Borrower under or in connection with the Credit Agreement, any other Loan Document, or otherwise, in any action or proceeding brought by or on behalf of the Collateral Agent or any other Secured Party to enforce the obligations of such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of the Borrower or any other Grantor, protest, notice of protest, notice of dishonor, notice of default, notice of acceleration, and any and all other notices and demands of any kind (except notices expressly required to be delivered to the Grantors under this Agreement or the Credit Agreement).

Section 2.03 — Waivers

Each Subsidiary Guarantor hereby waives, to the fullest extent permitted by applicable law:

(a) any defense based upon or arising out of any defense of the Borrower, any other Subsidiary Guarantor, or any other person, including, without limitation, any defense based upon or arising out of the disability, lack of authority, death, dissolution, or bankruptcy of the Borrower, any other Subsidiary Guarantor, or any other person, or the failure of the Collateral Agent or any other Secured Party to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceedings) of the Borrower or any other person;

(b) any defense based upon the Collateral Agent's or any Secured Party's election, in any proceeding instituted under the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code;

(c) any defense based upon any borrowing or any grant of a security interest under Section 364 of the United States Bankruptcy Code;

(d) any right to require the Collateral Agent or any other Secured Party to (i) proceed against the Borrower or any other person, (ii) proceed against or exhaust any security held from the Borrower or any other person, (iii) pursue any other remedy in the Collateral Agent's or any Secured Party's power whatsoever, or (iv) make any presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, or notice of default or acceleration;

(e) any defense based upon any impairment of any Collateral for any of the Guaranteed Obligations, including, without limitation, the failure of the Collateral Agent or any Secured Party to realize upon any Collateral or to perfect or maintain perfection of any Lien on any Collateral;

(f) the benefit of any statute of limitations affecting the liability of any Subsidiary Guarantor hereunder or the enforcement hereof;

(g) any right to revoke this guarantee and acknowledgment that this guarantee is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future; and

(h) any right of marshaling with respect to the Collateral or the Guaranteed Obligations, including, without limitation, any right under applicable law to require the Collateral Agent or any Secured Party to marshal any assets of the Borrower or any other Grantor in favor of any Subsidiary Guarantor or against or in payment of any or all of the Guaranteed Obligations.

Section 2.04 — Continuing Guarantee

The guarantee set forth in this Article II is a continuing guarantee and shall apply to all Guaranteed Obligations whenever arising, including Guaranteed Obligations arising under successive transactions that shall either continue the Guaranteed Obligations or from time to time renew them after they have been satisfied. This guarantee shall not be discharged, in whole or in part, by any partial payment of the Guaranteed Obligations. Nothing in this Section 2.04 shall be construed to prevent the release of any Subsidiary Guarantor in accordance with Section 9.03 hereof.

Section 2.05 — Subrogation

Each Subsidiary Guarantor hereby agrees that, until the Guaranteed Obligations have been indefeasibly paid and performed in full in cash and all commitments to lend under the Credit Agreement have been terminated, it shall not exercise any right of subrogation, contribution, reimbursement, recourse, or indemnity whatsoever against the Borrower or any other Subsidiary Guarantor or any other Grantor, and shall not seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Subsidiary Guarantor or any other person in respect of payments made by such Subsidiary Guarantor hereunder, whether such rights arise by contract, by statute, at law, in equity, or otherwise. If any amount shall be paid to any Subsidiary Guarantor on account of any such subrogation, contribution, reimbursement, recourse, or indemnity right at any time when all the Guaranteed Obligations shall not have been indefeasibly paid and performed in full in cash, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. Each Subsidiary Guarantor hereby subordinates any and all rights of subrogation, reimbursement, indemnity, or contribution that it may have against the Borrower or any other person to the prior indefeasible payment in full in cash of all Guaranteed Obligations.

Section 2.06 — Reinstatement

The guarantee set forth in this Article II shall be automatically reinstated if and to the extent that, for any reason, any payment by or on behalf of the Borrower or any other Grantor in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy, reorganization, or similar proceedings, and each Subsidiary Guarantor agrees that it will indemnify the Collateral Agent and each other Secured Party on demand for all reasonable and documented costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Collateral Agent or such Secured Party in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer, or similar payment under any bankruptcy, insolvency, or similar law.

Section 2.07 — Limitation on Guarantee

Notwithstanding anything to the contrary contained herein, each Subsidiary Guarantor and the Secured Parties hereby confirm that it is the intention of all such persons that the guarantee of each Subsidiary Guarantor under this Agreement not constitute a fraudulent conveyance or fraudulent transfer under the United States Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, or any similar federal or state law. To effectuate the foregoing intention, each Subsidiary Guarantor's aggregate liability under this guarantee shall be limited to the greatest amount that would not render such Subsidiary Guarantor's obligations hereunder subject to avoidance as a fraudulent conveyance or fraudulent transfer under Section 548 of Title 11 of the United States Code (the "Bankruptcy Code") or under any applicable provisions of comparable state law (including Sections 4 through 9 of the Uniform Fraudulent Transfer Act or any equivalent provisions of applicable state law), after giving effect to all other liabilities of such Subsidiary Guarantor (contingent or otherwise) that are relevant under such laws and after giving effect, to the maximum extent permitted by law, to any right of contribution established pursuant to Section 2.08 hereof. For purposes of this Section 2.07, each Subsidiary Guarantor's liability under this guarantee shall be calculated taking into account the benefit, whether direct or indirect, received or reasonably expected to be received by such Subsidiary Guarantor from the extensions of credit under the Credit Agreement and the consummation of the Acquisition, including, without limitation, any benefit resulting from operations, services, or financial accommodations provided or made available to such Subsidiary Guarantor by the Borrower or any Affiliate.

Section 2.08 — Contribution Among Guarantors

The Subsidiary Guarantors hereby agree, as among themselves, that if any Subsidiary Guarantor shall make a payment under this Article II (a "Guarantor Payment"), such Subsidiary Guarantor shall be entitled to contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor's "Allocable Amount"; provided that no rights of contribution under this Section 2.08 shall be exercisable or enforceable until the Guaranteed Obligations have been indefeasibly paid and performed in full in cash and all commitments to lend under the Credit Agreement have been terminated. For purposes of this Section 2.08, the "Allocable Amount" for each Subsidiary Guarantor shall be the product of (x) the Guarantor Payment multiplied by (y) a fraction, the numerator of which is the Adjusted Net Worth (as defined below) of such Subsidiary Guarantor and the denominator of which is the aggregate Adjusted Net Worth of all Subsidiary Guarantors. The "Adjusted Net Worth" of each Subsidiary Guarantor shall mean the greater of (i) the excess of the fair saleable value of the assets of such Subsidiary Guarantor over the total liabilities of such Subsidiary Guarantor (including, without limitation, the maximum amount reasonably expected to become due in respect of contingent liabilities), calculated immediately following the making of such Guarantor Payment on a pro forma basis, and (ii) zero. Each Subsidiary Guarantor acknowledges and agrees that the provisions of this Section 2.08 are for the benefit of the Subsidiary Guarantors only and are not intended to provide any rights to the Collateral Agent, any Secured Party, or any other person.

ARTICLE III — GRANT OF SECURITY INTEREST

Section 3.01 — Grant

As security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of the Guaranteed Obligations, each Grantor hereby pledges, assigns, transfers, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in, and a Lien upon, all of the following property and assets of such Grantor, whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the "Collateral"):

(a) all Accounts;

(b) all Chattel Paper (including, without limitation, electronic chattel paper and tangible chattel paper);

(c) all Commercial Tort Claims, including those identified on Schedule 5 hereto, as supplemented from time to time in accordance with Section 4.06(c) hereof;

(d) all Deposit Accounts;

(e) all Documents;

(f) all Equipment;

(g) all Fixtures;

(h) all General Intangibles (including, without limitation, payment intangibles, software, and all rights to tax refunds);

(i) all Goods (other than Goods described in other clauses of this Section 3.01);

(j) all Instruments;

(k) all intellectual Property, including, without limitation, all Patent Collateral, Trademark Collateral, Copyright Collateral, and Trade Secret Collateral (which, following the consummation of the Acquisition, shall specifically include, without limitation, the NovaMart® and NovaShip® trademarks, service marks, and related applications, registrations, and domain names, together with all of NovaMart's proprietary marketplace platform technology and logistics SaaS technology patents and copyrights);

(l) all Inventory;

(m) all Investment Property (including, without limitation, all Pledged Equity and Pledged Debt);

(n) all Letter-of-Credit Rights;

(o) all Securities Accounts;

(p) all Supporting Obligations;

(q) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the foregoing or are otherwise necessary or helpful in the collection thereof or the realization thereupon; and

(r) all Proceeds and products of any and all of the foregoing Collateral (including, without limitation, insurance proceeds and all claims against third parties for loss of, damage to, or destruction of, or for proceeds payable under or unearned premiums with respect to, policies of insurance in respect of any Collateral), and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Collateral Agent is the loss payee thereof) or any indemnity, warranty, or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and (ii) cash.

The security interest granted pursuant to this Section 3.01 is intended to cover all personal property of each Grantor (including, without limitation, "substantially all assets" of each Grantor), subject only to the Excluded Assets described in Section 3.02 hereof. Each Grantor acknowledges that the foregoing description of the Collateral is intended to be, and is, an "all assets" grant for purposes of Article 9 of the UCC and comparable provisions of applicable law.

Section 3.02 — Excluded Assets

Notwithstanding anything to the contrary contained in Section 3.01 or elsewhere in this Agreement:

(a) The Collateral shall not include any Excluded Assets. No Grantor shall be required to take any action (including, without limitation, the filing of any UCC financing statement, the execution of any control agreement, or the making of any filing with any governmental authority) for the purpose of perfecting any security interest in any Excluded Asset.

(b) To the extent that any asset constituting an Excluded Asset solely by reason of clause (ii) or clause (iii) of the definition of "Excluded Assets" ceases to be subject to the prohibition or restriction on assignment described therein (whether by reason of the expiration or termination of such prohibition or restriction, the receipt of a consent, waiver, or approval, or otherwise), such asset shall automatically, and without any further action by any person, cease to constitute an Excluded Asset and shall be deemed to be Collateral hereunder, and the security interest granted pursuant to Section 3.01 shall automatically attach to such asset.

(c) The security interest granted pursuant to Section 3.01 shall extend to all after-acquired property of each Grantor that constitutes Collateral, and no further action shall be required to grant, attach, or perfect such security interest with respect to such after-acquired property (other than the filing of continuation statements or amendments to existing financing statements and the execution and delivery of such other instruments and documents as may be required pursuant to Section 4.06 hereof).

Section 3.03 — Pledged Equity

(a) Pre-Acquisition Pledged Equity. 100% of the issued and outstanding equity interests (including all capital stock, membership interests, partnership interests, and other ownership interests) in each direct domestic Subsidiary of the Borrower as of the date hereof, as set forth on Schedule 2 hereto;

(b) Post-Acquisition Pledged Equity. Following the consummation of the Acquisition: (i) 100% of the issued and outstanding capital stock of NovaMart Global Inc., to be pledged by the Borrower (Cascade Retail Holdings Inc.) upon the Closing Date; and (ii) 100% of the issued and outstanding equity interests in each domestic Subsidiary of NovaMart, to be pledged by NovaMart or the applicable direct parent entity thereof upon the execution and delivery of the applicable Joinder Agreement;

(c) Foreign Subsidiary Pledged Equity. 65% of the issued and outstanding voting equity interests and 100% of the issued and outstanding non-voting equity interests of each first-tier Foreign Subsidiary of any Grantor, as set forth on Schedule 2 hereto (as supplemented from time to time); and

(d) Related Property. All certificates and instruments (if any) representing or evidencing any of the foregoing, all rights, privileges, authority, and powers of each Grantor as a member, partner, or stockholder (as applicable) relating to such equity interests, all dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such equity interests, and all Proceeds of any of the foregoing.

Each Grantor shall deliver (or cause to be delivered) to the Collateral Agent (or its designated agent) all stock certificates, membership interest certificates, or other certificates or instruments representing the Pledged Equity, together with undated stock powers or other instruments of transfer duly executed in blank by each applicable Grantor, in form and substance reasonably satisfactory to the Collateral Agent. With respect to any uncertificated Pledged Equity, each Grantor shall take all actions necessary to cause the issuer of such equity interests to register the pledge in favor of the Collateral Agent on the books and records of the issuer, or to establish "control" (as defined in the UCC) by the Collateral Agent over such equity interests. The parties acknowledge that Continental Stocktransfer & Trust, Inc. currently serves as transfer agent for the outstanding shares of NovaMart's capital stock; following the closing of the Acquisition, NovaMart will become a wholly-owned subsidiary of the Borrower, and all outstanding shares of NovaMart capital stock will be cancelled and converted into the right to receive the Acquisition consideration, and a new certificate or book entry representing 100% of the issued and outstanding capital stock of NovaMart (as reorganized) shall be delivered to the Collateral Agent.

Section 3.04 — Pledged Debt

Without limiting the generality of Section 3.01, each Grantor hereby specifically pledges, assigns, transfers, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and Lien upon all of such Grantor's right, title, and interest in and to all intercompany notes, instruments, and other evidences of indebtedness at any time issued to or held by such Grantor (the "Pledged Debt"), together with all interest, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing, and all Proceeds thereof. Each Grantor shall deliver (or cause to be delivered) to the Collateral Agent all original promissory notes and other instruments constituting Pledged Debt, in each case endorsed in blank or accompanied by instruments of transfer or assignment duly executed in blank by the applicable Grantor, in form and substance reasonably satisfactory to the Collateral Agent.

ARTICLE IV — PERFECTION OF SECURITY INTERESTS

Section 4.01 — Filing of Financing Statements

(a) Each Grantor hereby authorizes the Collateral Agent to file, and the Collateral Agent is hereby authorized to file (and each Grantor shall, if requested, execute and deliver), UCC financing statements (and continuation statements and amendments thereto) in the appropriate filing offices of all applicable jurisdictions, covering the Collateral and describing the Collateral as "all assets" of the applicable Grantor, or words of similar import, or such other description of the Collateral as the Collateral Agent may determine in its reasonable discretion is necessary or advisable.

(b) Without limiting the generality of the foregoing, such financing statements shall be filed in:

(i) the office of the Secretary of State of the State of Delaware, for each Grantor organized under the laws of the State of Delaware (including, without limitation, the Borrower (Cascade Retail Holdings Inc.), NovaMart Global Inc. (upon execution of its Joinder Agreement), and each other Grantor organized in Delaware);

(ii) the office of the Secretary of State (or equivalent filing office) of each other jurisdiction of organization of any Grantor that is not organized under the laws of the State of Delaware; and

(iii) such other filing offices as the Collateral Agent may determine are necessary or advisable to perfect the security interests granted hereunder.

(c) Each Grantor shall provide to the Collateral Agent all information necessary for such filings, including, without limitation, each Grantor's exact legal name, jurisdiction of organization, type of organization, organizational identification number, and chief executive office address. Each Grantor agrees that a carbon, photographic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement and may be filed as such.

(d) Each Grantor agrees to pay all costs and fees associated with the filing of financing statements, continuation statements, and amendments in connection with the transactions contemplated by this Agreement.

Section 4.02 — Delivery of Certificated Securities

(a) All stock certificates and other certificates or instruments representing the Pledged Equity and all instruments constituting Pledged Debt shall be delivered to the Collateral Agent (or its designated agent) within five (5) Business Days of the Closing Date (or, with respect to NovaMart and its Subsidiaries, within five (5) Business Days of the date of execution and delivery of the applicable Joinder Agreement), accompanied by undated stock powers or other instruments of transfer duly executed in blank by the applicable Grantor.

(b) Following the consummation of the Acquisition, the Borrower shall deliver (or cause to be delivered) to the Collateral Agent a stock certificate (or book entry confirmation) representing 100% of the issued and outstanding capital stock of NovaMart Global Inc., together with an undated stock power duly executed in blank by the Borrower, and NovaMart shall deliver (or cause to be delivered) certificates (or book entry confirmations) representing the equity interests in each of its domestic Subsidiaries, in each case accompanied by undated stock powers or instruments of transfer duly executed in blank.

(c) If any Grantor shall receive any certificate or instrument constituting Collateral after the Closing Date, such Grantor shall promptly (and in any event within five (5) Business Days of receipt) deliver such certificate or instrument to the Collateral Agent, together with an undated stock power or instrument of transfer duly executed in blank.

Section 4.03 — Control Agreements

(a) Deposit Account Control Agreements. Each Grantor shall use commercially reasonable efforts to execute and deliver, and cause each applicable depository bank to execute and deliver, a Deposit Account Control Agreement in substantially the form attached hereto as Exhibit E (or in such other form as is reasonably satisfactory to the Collateral Agent) with respect to each Deposit Account of such Grantor (other than (i) any Deposit Account exclusively used for payroll, payroll taxes, or employee benefits, (ii) any Deposit Account exclusively used for the collection and remittance of withholding taxes or other trust funds, and (iii) any zero-balance or sweep account with an average daily balance not exceeding $250,000 during any calendar month (collectively, "Excluded Accounts")), in each case within sixty (60) days of the Closing Date (or, with respect to NovaMart and its Subsidiaries, within sixty (60) days of the date of consummation of the Acquisition).

(b) Securities Account Control Agreements. Each Grantor shall use commercially reasonable efforts to execute and deliver, and cause each applicable securities intermediary to execute and deliver, a Securities Account Control Agreement in substantially the form attached hereto as Exhibit F (or in such other form as is reasonably satisfactory to the Collateral Agent) with respect to each Securities Account of such Grantor, in each case within sixty (60) days of the Closing Date (or, with respect to NovaMart and its Subsidiaries, within sixty (60) days of the date of consummation of the Acquisition).

(c) The form and substance of all control agreements entered into pursuant to this Section 4.03 shall be reasonably satisfactory to the Collateral Agent. Each Grantor shall use commercially reasonable efforts to cause each depository bank and securities intermediary to agree in such control agreements that it will comply with instructions originated by the Collateral Agent directing disposition of the funds in the applicable Deposit Account or Securities Account without further consent of such Grantor, in each case upon the occurrence and during the continuance of an Event of Default.

Section 4.04 — Intellectual Property Filings

(a) Each Grantor shall, at its expense, execute and deliver (or cause to be executed and delivered) to the Collateral Agent short-form intellectual property security agreements, in substantially the forms attached hereto as Exhibits B, C, and D, as applicable, for recording with the United States Patent and Trademark Office ("USPTO") and the United States Copyright Office, as applicable, covering all registered or applied-for patents, trademarks, service marks, and copyrights of such Grantor.

(b) Following the consummation of the Acquisition, NovaMart and each applicable NovaMart Subsidiary Guarantor shall execute and deliver supplemental intellectual property security agreements covering NovaMart's intellectual property portfolio (including, without limitation, the NovaMart® and NovaShip® marks and related trademark applications and registrations, all proprietary marketplace platform and logistics SaaS technology patents and patent applications, and all registered copyrights), within thirty (30) days of the date of consummation of the Acquisition, in form and substance reasonably satisfactory to the Collateral Agent.

(c) The Collateral Agent is hereby authorized to record (or cause to be recorded) such intellectual property security agreements with the USPTO and the United States Copyright Office, as applicable, and each Grantor shall cooperate with the Collateral Agent in connection therewith.

Section 4.05 — Real Property

(a) The parties acknowledge that real property interests are not covered by the security interests granted under this Agreement. To the extent that Mortgages or Deeds of Trust encumbering owned real property of any Grantor are required to be delivered under the Credit Agreement, such instruments shall be executed and delivered separately, in form and substance satisfactory to the Collateral Agent, together with all ancillary deliverables including, without limitation, surveys, title insurance commitments and policies (to be issued by Ridgecrest Title Group Inc., attention Janet Morales, Underwriter, or such other nationally recognized title insurance company as may be approved by the Collateral Agent), environmental assessments, and flood certificates.

(b) To the extent that any Collateral constitutes fixtures under applicable law, the Collateral Agent may, in its discretion, cause fixture filings to be made in the real property records of the applicable county or recording office where such fixtures are located.

Section 4.06 — Further Assurances

(a) Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor shall promptly execute and deliver, or cause to be executed and delivered, all further instruments, documents, and agreements, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to: (i) perfect, protect, maintain, and enforce the Collateral Agent's security interests in the Collateral, including, without limitation, the execution of any financing statements, amendments, or continuation statements, the delivery of any stock certificates, notes, or instruments, the execution of control agreements, and the filing of intellectual property security agreements; (ii) create, perfect, and enforce any additional security interests granted or required to be granted under this Agreement or any other Loan Document; and (iii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder and under the Credit Agreement with respect to any Collateral.

(b) Each Grantor shall take all actions necessary or reasonably requested by the Collateral Agent to maintain first-priority perfected security interests in the Collateral (subject only to Permitted Liens that are expressly permitted under the Credit Agreement to have priority over the Liens securing the Guaranteed Obligations), including, without limitation, (i) executing and delivering amendments to financing statements and continuation statements as necessary or reasonably requested, (ii) delivering to the Collateral Agent any documents, certificates, or instruments in the Grantor's possession or control that constitute Collateral, and (iii) taking all steps necessary to maintain "control" (within the meaning of the UCC) over any Collateral for which perfection by control is required or available.

(c) Commercial Tort Claims. Each Grantor shall promptly (and in any event within thirty (30) days) notify the Collateral Agent in writing upon obtaining knowledge of any commercial tort claim of such Grantor having a value in excess of $500,000, and shall, upon the request of the Collateral Agent, supplement Schedule 5 hereto to include a brief description of such commercial tort claim and shall execute and deliver such amendments or supplements to this Agreement as the Collateral Agent may reasonably request to ensure that such commercial tort claim is subject to the Lien created hereunder.

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party as follows:

Section 5.01 — Organization and Good Standing

Each Grantor is duly organized (or, as applicable, duly formed), validly existing, and in good standing (to the extent such concept is recognized) under the laws of its jurisdiction of formation. Without limiting the generality of the foregoing, the Borrower (Cascade Retail Holdings Inc.) is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and NovaMart (NovaMart Global Inc.) is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Each Grantor is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).

Section 5.02 — Authorization and Enforceability

The execution, delivery, and performance of this Agreement (and, with respect to each Subsidiary Guarantor that becomes a party hereto after the date hereof, the applicable Joinder Agreement) has been duly authorized by all requisite corporate, limited liability company, limited partnership, or other organizational action on the part of each Grantor. No consent or approval of, registration or filing with, or any other action by, any governmental authority or any other person is required for the due execution, delivery, and performance by any Grantor of this Agreement or for the grant of the security interests hereunder (other than (i) filings and recordings necessary to perfect the security interests created hereunder, including, without limitation, UCC financing statements, filings with the USPTO and the United States Copyright Office, and delivery of certificates and control agreements, and (ii) consents, approvals, or filings that have been obtained or made). This Agreement constitutes the legal, valid, and binding obligation of each Grantor that is a party hereto, enforceable against such Grantor in accordance with its terms, except as enforcement may be limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or other similar laws now or hereafte

DRAFT — FOR DISCUSSION PURPOSES ONLY — DATED [●], 2025 Calderwood & Harkness LLP
GUARANTEE AND COLLATERAL AGREEMENT
dated as of [●], 2025
among
CASCADE RETAIL HOLDINGS INC., a Delaware corporation, as Borrower,
NOVAMART GLOBAL INC., a Delaware corporation, and each other Subsidiary Guarantor party hereto from time to time, as Subsidiary Guarantors,
and
CORNERSTONE NATIONAL BANK, N.A., as Collateral Agent for the Secured Parties
_
In connection with the Credit Agreement dated as of [●], 2025 providing for a $750,000,000 Senior Secured Term Loan B Facility
TABLE OF CONTENTS
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RECITALS
A. Reference is made to that certain Senior Secured Term Loan B Credit Agreement dated as of [●], 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation (the "Borrower"), the Lenders party thereto from time to time, Cornerstone National Bank, N.A., as Administrative Agent, and Cornerstone National Bank, N.A., as Collateral Agent, pursuant to which the Lenders have agreed, subject to the terms and conditions set forth therein, to provide a Senior Secured Term Loan B Facility in an aggregate principal amount of Seven Hundred Fifty Million Dollars ($750,000,000) bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus 275 basis points, with a maturity date falling seven (7) years after the Closing Date and annual amortization of 1.00% of the original principal amount thereof.
B. Reference is further made to that certain Stock Purchase Agreement dated as of May 20, 2025 (the "Acquisition Agreement"), among the Borrower, NovaMart Global Inc. ("NovaMart"), a Delaware corporation, and the Selling Stockholders named therein, pursuant to which the Borrower has agreed to acquire, and the Selling Stockholders have agreed to sell, 100% of the issued and outstanding capital stock of NovaMart for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) in cash (the "Acquisition"), subject to customary working capital and other purchase price adjustments as set forth therein.
C. Upon the consummation of the Acquisition, NovaMart and each of its domestic Subsidiaries (as defined herein) will become Subsidiary Guarantors hereunder and will grant first-priority security interests in substantially all of their respective assets to the Collateral Agent for the benefit of the Secured Parties, in each case on the terms and subject to the conditions set forth in this Agreement.
D. The Commitment Letter dated May 15, 2025 (Reference: CL-2025-0515-CRNB) from Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc., as Co-Lead Arrangers, to the Borrower (the "Commitment Letter") contemplates, among other things, the execution and delivery of this Agreement as a condition precedent to the funding of the Term Loan B on the Closing Date.
E. It is a condition precedent to the obligations of the Lenders under the Credit Agreement that the Grantors (as defined herein) shall have executed and delivered this Guarantee and Collateral Agreement.
F. Each Grantor acknowledges that it will derive substantial direct and indirect benefit from the extensions of credit made or to be made under the Credit Agreement and the consummation of the Acquisition, and that the guarantee and grant of security interests hereunder are necessary and convenient to the conduct, promotion, and attainment of the business of such Grantor.
NOW, THEREFORE, in consideration of the premises, the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the following meanings:
"Acquisition" means the acquisition of 100% of the issued and outstanding capital stock of NovaMart Global Inc. by the Borrower pursuant to the Acquisition Agreement for an aggregate purchase price of $1,200,000,000, subject to the terms and conditions set forth therein.
"Acquisition Agreement" means that certain Stock Purchase Agreement dated as of May 20, 2025, among the Borrower, NovaMart Global Inc., and the Selling Stockholders named therein, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms thereof and of the Credit Agreement.
"Administrative Agent" means Cornerstone National Bank, N.A., a national banking association, having its principal office at 227 West Monroe Street, Chicago, Illinois 60606, in its capacity as administrative agent under the Credit Agreement, or any successor administrative agent appointed in accordance with the terms of the Credit Agreement.
"Agreement" means this Guarantee and Collateral Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time.
"Borrower" means Cascade Retail Holdings Inc., a Delaware corporation (EIN: 91-2847653), with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119, and whose common stock is publicly traded on the Nasdaq Global Select Market under the ticker symbol "CRHI," together with its permitted successors and assigns.
"Closing Date" means the date on which the conditions precedent set forth in Article IV of the Credit Agreement are satisfied or waived and the initial funding of the Term Loan B occurs (the targeted Closing Date being October 15, 2025, or such other date as may be agreed upon by the Borrower and the Administrative Agent).
"Co-Lead Arranger" means Caluvori Capital Partners, Inc., a Delaware corporation, having its principal office at 350 California Street, Suite 1800, San Francisco, California 94104 (contact: Irene Matsuda, Director), in its capacity as co-lead arranger under the Credit Agreement.
"Collateral" means all assets and property of any kind whatsoever of each Grantor that are subject to the Liens created under this Agreement, as more fully described in Article III hereof, but excluding the Excluded Assets.
"Collateral Agent" means Cornerstone National Bank, N.A., a national banking association, in its capacity as collateral agent for the Secured Parties under this Agreement and the Credit Agreement (contact: Robert Frankel, Senior Vice President, Leveraged Finance), or any successor collateral agent appointed in accordance with the terms hereof and of the Credit Agreement.
"Copyright Collateral" means, with respect to each Grantor, all of such Grantor's right, title, and interest in and to all copyrights (whether registered or unregistered), copyright registrations and applications for copyright registration, together with all renewals and extensions thereof, all rights to recover for past, present, and future infringements thereof, and all other rights of any kind whatsoever accruing under or pertaining to any of the foregoing.
"Credit Agreement" has the meaning assigned to such term in Recital A.
"Deposit Account" has the meaning assigned to such term in the UCC.
"Equipment" has the meaning assigned to such term in the UCC.
"Excluded Assets" means, collectively, the following:
(i) motor vehicles and other assets subject to certificate-of-title statutes to the extent that a security interest therein cannot be perfected by the filing of a UCC financing statement;
(ii) any lease, license, contract, property right, or agreement of any Grantor to the extent that the grant of a security interest therein would violate or invalidate such lease, license, contract, property right, or agreement or create a right of termination in favor of any other party thereto (other than any Grantor) pursuant to an enforceable anti-assignment provision contained therein, but only to the extent that such prohibition is not rendered unenforceable under the UCC (including Sections 9-406, 9-407, 9-408, and 9-409 thereof) or under any other applicable law (including the United States Bankruptcy Code);
(iii) any governmental license, permit, franchise, or authorization issued by any federal, state, local, or foreign governmental authority to the extent that the pledge or assignment thereof is prohibited by applicable law or the terms of such license, permit, franchise, or authorization, and such prohibition is not rendered unenforceable under applicable law;
(iv) any equity interests in any Excluded Subsidiary;
(v) any intent-to-use trademark application filed pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)) to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law, until such time as a Statement of Use or an Amendment to Allege Use has been filed with respect thereto and accepted by the United States Patent and Trademark Office;
(vi) any assets to the extent that a pledge thereof would result in material adverse tax consequences to the Borrower or any of its Subsidiaries, as reasonably determined by the Borrower in consultation with the Collateral Agent (it being understood that this clause (vi) is principally intended to address the pledge of more than 65% of the voting equity interests of foreign subsidiaries); and
(vii) any assets subject to purchase money security interests, capital lease obligations, or other Liens permitted under the Credit Agreement, in each case to the extent, and only to the extent, that the documentation governing such obligations contains a valid and enforceable prohibition on the creation of junior or additional Liens on such assets.
Notwithstanding the foregoing, "Excluded Assets" shall not include any Proceeds of any Excluded Asset to the extent that such Proceeds would not themselves constitute Excluded Assets.
"Excluded Subsidiary" means (a) any Subsidiary of any Grantor that is organized under the laws of a jurisdiction other than the United States, any State thereof, or the District of Columbia (a "Foreign Subsidiary"), (b) any domestic Subsidiary of any Grantor that is a direct or indirect subsidiary of a Foreign Subsidiary and that is treated as a disregarded entity for U.S. federal income tax purposes or is classified as a "controlled foreign corporation" holding company within the meaning of Section 957 of the Internal Revenue Code (a "CFC Holdco"), (c) any Subsidiary of any Grantor that has total assets (on a standalone basis) of less than $5,000,000 and annual revenues of less than $5,000,000, as determined as of the last day of the most recently completed fiscal quarter (an "Immaterial Subsidiary"), and (d) any Subsidiary of any Grantor to the extent that the provision of a guarantee by such Subsidiary would (x) violate applicable law (including, without limitation, any financial assistance, corporate benefit, fraudulent preference, or thin capitalization rule or regulation) or (y) result in material adverse tax consequences to the Borrower or its Subsidiaries, in each case as reasonably determined by the Borrower in consultation with the Collateral Agent.
"General Intangibles" has the meaning assigned to such term in the UCC.
"Grantors" means, collectively, the Borrower and each Subsidiary Guarantor that is from time to time a party to this Agreement, including, without limitation, following the Closing Date and the consummation of the Acquisition, NovaMart Global Inc. (EIN: 84-3291547) and each of its domestic Subsidiaries that becomes party hereto pursuant to a Joinder Agreement. The term "Grantor" shall refer to any one of the Grantors individually.
"Guaranteed Obligations" means, collectively, all Obligations of the Borrower and each other Grantor under the Credit Agreement and each other Loan Document, including, without limitation, all obligations in respect of (a) the principal of, and premium (if any) and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on, the Term Loan B, (b) all fees, costs, charges, expenses, indemnification obligations, and other amounts payable by the Borrower or any other Loan Party under the Credit Agreement or any other Loan Document, and (c) all other amounts now or hereafter owed by the Borrower or any other Loan Party under or in connection with the Credit Agreement or any other Loan Document, in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred.
"intellectual Property" means, collectively, all Patent Collateral, Trademark Collateral, Copyright Collateral, and Trade Secret Collateral.
"Inventory" has the meaning assigned to such term in the UCC.
"Joinder Agreement" means a joinder agreement substantially in the form attached hereto as Exhibit A, pursuant to which a Subsidiary becomes a party to this Agreement as a Grantor and Subsidiary Guarantor.
"Lenders" means the financial institutions from time to time party to the Credit Agreement as lenders, initially including Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc., together with their respective permitted successors and assigns.
"Lien" has the meaning assigned to such term in the Credit Agreement.
"Loan Documents" has the meaning assigned to such term in the Credit Agreement.
"NovaMart" means NovaMart Global Inc., a Delaware corporation (EIN: 84-3291547), with its principal executive offices located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, together with its permitted successors and assigns.
"Obligations" means all amounts owing by the Borrower or any other Loan Party under the Credit Agreement and the other Loan Documents, including, without limitation, all amounts owing in respect of the $750,000,000 Term Loan B, all interest thereon (including post-petition interest), all fees (including upfront fees, commitment fees, and arrangement fees), all expenses (including reasonable and documented legal fees and expenses), all indemnification obligations, and all other amounts of whatever nature payable under or in connection with the Credit Agreement and the other Loan Documents, whether or not contingent.
"Patent Collateral" means, with respect to each Grantor, all of such Grantor's right, title, and interest in and to all letters patent of the United States or any other country, all registrations and recordings thereof, all applications for letters patent of the United States or any other country, together with all reissues, continuations, continuations-in-part, revisions, divisionals, extensions, and re-examinations thereof, all rights to recover for past, present, and future infringements thereof, and all other rights of any kind whatsoever accruing under or pertaining to any of the foregoing, including all patent licenses granted to any Grantor.
"Permitted Liens" has the meaning assigned to such term in the Credit Agreement.
"Pledged Debt" means all intercompany notes, instruments, and other evidences of indebtedness at any time issued to or held by any Grantor, together with all interest, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing.
"Pledged Equity" means (a) 100% of the issued and outstanding equity interests of each direct domestic Subsidiary of each Grantor (including, following the Acquisition, 100% of the issued and outstanding capital stock of NovaMart Global Inc., to be pledged by the Borrower), (b) 65% of the issued and outstanding voting equity interests and 100% of the issued and outstanding non-voting equity interests of each first-tier Foreign Subsidiary of any Grantor, and (c) all certificates, options, warrants, rights, and other property at any time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing.
"Proceeds" has the meaning assigned to such term in the UCC, and, in any event, shall include, without limitation, (a) any and all proceeds of any insurance, indemnity, warranty, or guaranty payable to any Grantor from time to time with respect to any of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable to any Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure, or forfeiture of all or any part of the Collateral, and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.
"Required Lenders" has the meaning assigned to such term in the Credit Agreement.
"Revolving Credit Facility" means the existing revolving credit facility of the Borrower in an aggregate commitment amount of Five Hundred Million Dollars ($500,000,000) under that certain Credit Agreement dated as of [●], 2024, among the Borrower, the lenders party thereto, and Cornerstone National Bank, N.A., as administrative agent, from which $200,000,000 will be drawn at the Closing Date in connection with the financing of the Acquisition.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the Lenders from time to time party to the Credit Agreement, together with their respective permitted successors and assigns.
"Securities Account" has the meaning assigned to such term in the UCC.
"Subsidiary" has the meaning assigned to such term in the Credit Agreement.
"Subsidiary Guarantor" means (a) each domestic Subsidiary of the Borrower that is a party hereto as of the date hereof, and (b) following the consummation of the Acquisition, NovaMart and each of its domestic Subsidiaries, in each case that becomes party to this Agreement by executing and delivering a Joinder Agreement in accordance with the terms hereof, together with their respective permitted successors and assigns.
"Term Loan B" means the $750,000,000 Senior Secured Term Loan B Facility extended to the Borrower under the Credit Agreement.
"Trademark Collateral" means, with respect to each Grantor, all of such Grantor's right, title, and interest in and to all trademarks, service marks, trade dress, trade names, brand names, corporate names, business names, Internet domain names, logos, designs, and other source or business identifiers, whether registered or unregistered, and all registrations and applications for registration thereof, together with all renewals and extensions thereof, the goodwill of the business symbolized thereby or associated therewith, all rights to recover for past, present, and future infringements or dilution thereof, and all other rights of any kind whatsoever accruing under or pertaining to any of the foregoing, including, without limitation, the NovaMart® and NovaShip® marks and all related domain names (following the consummation of the Acquisition).
"Trade Secret Collateral" means, with respect to each Grantor, all of such Grantor's right, title, and interest in and to all trade secrets, know-how, proprietary information, confidential business information, customer lists, supplier lists, pricing and cost information, business and marketing plans, technical data, blueprints, designs, formulas, processes, and algorithms, in each case to the extent constituting intellectual property.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, by reason of mandatory provisions of law, the creation, attachment, perfection, priority, or enforcement of any security interest granted hereunder in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such creation, attachment, perfection, priority, or enforcement.
Section 1.02 — UCC Definitions
Unless otherwise defined herein, terms that are defined in the UCC and used herein shall have the meanings assigned to them in the UCC, including, without limitation, the following terms: "account," "chattel paper," "commercial tort claims," "deposit account," "document," "equipment," "fixtures," "general intangibles," "goods," "instruments," "inventory," "investment property," "letter-of-credit rights," "proceeds," "securities account," and "supporting obligations." To the extent that the definition of any term used herein that is defined in the UCC is modified after the date hereof, such modified definition shall control for purposes of this Agreement from and after the effective date of such modification.
Section 1.03 — Rules of Interpretation
(a) The rules of interpretation set forth in Section 1.02 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis, and shall apply to the interpretation of this Agreement as if fully set forth herein.
(b) All references herein to "Articles," "Sections," "Exhibits," and "Schedules" are to articles, sections, exhibits, and schedules of and to this Agreement, unless otherwise specified. References to any document or agreement, including this Agreement, shall be deemed to include references to such document or agreement as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.
(c) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
(d) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(e) Unless the context otherwise requires, (i) the singular includes the plural and vice versa, (ii) references to "herein," "hereof," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular provision, and (iii) references to any gender include the other genders.
ARTICLE II — GUARANTEE
Section 2.01 — Guarantee of the Obligations
Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees to the Collateral Agent for the ratable benefit of the Secured Parties the full and punctual payment when due (whether at stated maturity, upon acceleration, upon any mandatory prepayment date, or otherwise) and performance of all Guaranteed Obligations, including, without limitation, all obligations of the Borrower in respect of the $750,000,000 Term Loan B and all interest thereon (including post-petition interest), all fees, costs, expenses, indemnification obligations, and all other amounts payable under or in connection with the Credit Agreement and the other Loan Documents. This guarantee constitutes a guarantee of payment and not merely of collection, and each Subsidiary Guarantor agrees that its obligations hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent or any Secured Party of any remedy against the Borrower, any other Subsidiary Guarantor, or any other person, or upon the exercise of any remedy against, or the realization upon, any Collateral. The guarantee obligations of the Subsidiary Guarantors hereunder are joint and several, and the Collateral Agent and the Secured Parties shall not be required to make demand upon or seek performance from the Borrower or any other person before demanding payment or performance under this guarantee from any Subsidiary Guarantor.
Section 2.02 — Guarantee Absolute
The obligations of each Subsidiary Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of any of the Guaranteed Obligations, the Credit Agreement, or any other Loan Document, or any other agreement or instrument referred to therein, or any substitution, release, impairment, or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of each Subsidiary Guarantor that its obligations hereunder shall not be discharged except by complete payment and performance of the Guaranteed Obligations and the other obligations of each Subsidiary Guarantor hereunder. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor hereunder shall not be released, discharged, or otherwise affected by:
(a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or instrument relating thereto;
(b) any amendment, modification, restatement, extension, renewal, waiver, or supplement of or to the Credit Agreement, any other Loan Document, or any other agreement or instrument relating thereto, including, without limitation, any increase in the principal amount of the Term Loan B or any change in the interest rate, fees, or other terms thereof;
(c) any change in the time, place, or manner of payment of, or in any other term of, any of the Guaranteed Obligations, or any rescission, waiver, amendment, or modification of any of the terms or provisions of the Credit Agreement, any other Loan Document, or any other agreement, including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise;
(d) any taking, exchange, substitution, release, impairment, or non-perfection of any Collateral, or any taking, release, impairment, amendment, waiver, or modification of any guarantee of or security for all or any of the Guaranteed Obligations;
(e) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other assets of the Borrower or any other Grantor;
(f) any change, restructuring, or termination of the corporate, limited liability company, limited partnership, or other structure or existence of the Borrower or any other Grantor;
(g) any failure of any Secured Party to disclose to any Subsidiary Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties, or prospects of the Borrower;
(h) the failure of any other person to execute or deliver this Agreement or any other guarantee or agreement, or the release or reduction of liability of any Subsidiary Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or
(i) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent or any other Secured Party that might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any Subsidiary Guarantor, or any other guarantor or surety.
Each Subsidiary Guarantor hereby unconditionally and irrevocably waives any and all right to assert any defense, set-off, counterclaim, or crossclaim of any nature whatsoever with respect to the obligations of any other Subsidiary Guarantor or the Borrower under or in connection with the Credit Agreement, any other Loan Document, or otherwise, in any action or proceeding brought by or on behalf of the Collateral Agent or any other Secured Party to enforce the obligations of such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of the Borrower or any other Grantor, protest, notice of protest, notice of dishonor, notice of default, notice of acceleration, and any and all other notices and demands of any kind (except notices expressly required to be delivered to the Grantors under this Agreement or the Credit Agreement).
Section 2.03 — Waivers
Each Subsidiary Guarantor hereby waives, to the fullest extent permitted by applicable law:
(a) any defense based upon or arising out of any defense of the Borrower, any other Subsidiary Guarantor, or any other person, including, without limitation, any defense based upon or arising out of the disability, lack of authority, death, dissolution, or bankruptcy of the Borrower, any other Subsidiary Guarantor, or any other person, or the failure of the Collateral Agent or any other Secured Party to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceedings) of the Borrower or any other person;
(b) any defense based upon the Collateral Agent's or any Secured Party's election, in any proceeding instituted under the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code;
(c) any defense based upon any borrowing or any grant of a security interest under Section 364 of the United States Bankruptcy Code;
(d) any right to require the Collateral Agent or any other Secured Party to (i) proceed against the Borrower or any other person, (ii) proceed against or exhaust any security held from the Borrower or any other person, (iii) pursue any other remedy in the Collateral Agent's or any Secured Party's power whatsoever, or (iv) make any presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, or notice of default or acceleration;
(e) any defense based upon any impairment of any Collateral for any of the Guaranteed Obligations, including, without limitation, the failure of the Collateral Agent or any Secured Party to realize upon any Collateral or to perfect or maintain perfection of any Lien on any Collateral;
(f) the benefit of any statute of limitations affecting the liability of any Subsidiary Guarantor hereunder or the enforcement hereof;
(g) any right to revoke this guarantee and acknowledgment that this guarantee is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future; and
(h) any right of marshaling with respect to the Collateral or the Guaranteed Obligations, including, without limitation, any right under applicable law to require the Collateral Agent or any Secured Party to marshal any assets of the Borrower or any other Grantor in favor of any Subsidiary Guarantor or against or in payment of any or all of the Guaranteed Obligations.
Section 2.04 — Continuing Guarantee
The guarantee set forth in this Article II is a continuing guarantee and shall apply to all Guaranteed Obligations whenever arising, including Guaranteed Obligations arising under successive transactions that shall either continue the Guaranteed Obligations or from time to time renew them after they have been satisfied. This guarantee shall not be discharged, in whole or in part, by any partial payment of the Guaranteed Obligations. Nothing in this Section 2.04 shall be construed to prevent the release of any Subsidiary Guarantor in accordance with Section 9.03 hereof.
Section 2.05 — Subrogation
Each Subsidiary Guarantor hereby agrees that, until the Guaranteed Obligations have been indefeasibly paid and performed in full in cash and all commitments to lend under the Credit Agreement have been terminated, it shall not exercise any right of subrogation, contribution, reimbursement, recourse, or indemnity whatsoever against the Borrower or any other Subsidiary Guarantor or any other Grantor, and shall not seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Subsidiary Guarantor or any other person in respect of payments made by such Subsidiary Guarantor hereunder, whether such rights arise by contract, by statute, at law, in equity, or otherwise. If any amount shall be paid to any Subsidiary Guarantor on account of any such subrogation, contribution, reimbursement, recourse, or indemnity right at any time when all the Guaranteed Obligations shall not have been indefeasibly paid and performed in full in cash, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. Each Subsidiary Guarantor hereby subordinates any and all rights of subrogation, reimbursement, indemnity, or contribution that it may have against the Borrower or any other person to the prior indefeasible payment in full in cash of all Guaranteed Obligations.
Section 2.06 — Reinstatement
The guarantee set forth in this Article II shall be automatically reinstated if and to the extent that, for any reason, any payment by or on behalf of the Borrower or any other Grantor in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy, reorganization, or similar proceedings, and each Subsidiary Guarantor agrees that it will indemnify the Collateral Agent and each other Secured Party on demand for all reasonable and documented costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Collateral Agent or such Secured Party in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer, or similar payment under any bankruptcy, insolvency, or similar law.
Section 2.07 — Limitation on Guarantee
Notwithstanding anything to the contrary contained herein, each Subsidiary Guarantor and the Secured Parties hereby confirm that it is the intention of all such persons that the guarantee of each Subsidiary Guarantor under this Agreement not constitute a fraudulent conveyance or fraudulent transfer under the United States Bankruptcy Code, the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, or any similar federal or state law. To effectuate the foregoing intention, each Subsidiary Guarantor's aggregate liability under this guarantee shall be limited to the greatest amount that would not render such Subsidiary Guarantor's obligations hereunder subject to avoidance as a fraudulent conveyance or fraudulent transfer under Section 548 of Title 11 of the United States Code (the "Bankruptcy Code") or under any applicable provisions of comparable state law (including Sections 4 through 9 of the Uniform Fraudulent Transfer Act or any equivalent provisions of applicable state law), after giving effect to all other liabilities of such Subsidiary Guarantor (contingent or otherwise) that are relevant under such laws and after giving effect, to the maximum extent permitted by law, to any right of contribution established pursuant to Section 2.08 hereof. For purposes of this Section 2.07, each Subsidiary Guarantor's liability under this guarantee shall be calculated taking into account the benefit, whether direct or indirect, received or reasonably expected to be received by such Subsidiary Guarantor from the extensions of credit under the Credit Agreement and the consummation of the Acquisition, including, without limitation, any benefit resulting from operations, services, or financial accommodations provided or made available to such Subsidiary Guarantor by the Borrower or any Affiliate.
Section 2.08 — Contribution Among Guarantors
The Subsidiary Guarantors hereby agree, as among themselves, that if any Subsidiary Guarantor shall make a payment under this Article II (a "Guarantor Payment"), such Subsidiary Guarantor shall be entitled to contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor's "Allocable Amount"; provided that no rights of contribution under this Section 2.08 shall be exercisable or enforceable until the Guaranteed Obligations have been indefeasibly paid and performed in full in cash and all commitments to lend under the Credit Agreement have been terminated. For purposes of this Section 2.08, the "Allocable Amount" for each Subsidiary Guarantor shall be the product of (x) the Guarantor Payment multiplied by (y) a fraction, the numerator of which is the Adjusted Net Worth (as defined below) of such Subsidiary Guarantor and the denominator of which is the aggregate Adjusted Net Worth of all Subsidiary Guarantors. The "Adjusted Net Worth" of each Subsidiary Guarantor shall mean the greater of (i) the excess of the fair saleable value of the assets of such Subsidiary Guarantor over the total liabilities of such Subsidiary Guarantor (including, without limitation, the maximum amount reasonably expected to become due in respect of contingent liabilities), calculated immediately following the making of such Guarantor Payment on a pro forma basis, and (ii) zero. Each Subsidiary Guarantor acknowledges and agrees that the provisions of this Section 2.08 are for the benefit of the Subsidiary Guarantors only and are not intended to provide any rights to the Collateral Agent, any Secured Party, or any other person.
ARTICLE III — GRANT OF SECURITY INTEREST
Section 3.01 — Grant
As security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of the Guaranteed Obligations, each Grantor hereby pledges, assigns, transfers, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in, and a Lien upon, all of the following property and assets of such Grantor, whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the "Collateral"):
(a) all Accounts;
(b) all Chattel Paper (including, without limitation, electronic chattel paper and tangible chattel paper);
(c) all Commercial Tort Claims, including those identified on Schedule 5 hereto, as supplemented from time to time in accordance with Section 4.06(c) hereof;
(d) all Deposit Accounts;
(e) all Documents;
(f) all Equipment;
(g) all Fixtures;
(h) all General Intangibles (including, without limitation, payment intangibles, software, and all rights to tax refunds);
(i) all Goods (other than Goods described in other clauses of this Section 3.01);
(j) all Instruments;
(k) all intellectual Property, including, without limitation, all Patent Collateral, Trademark Collateral, Copyright Collateral, and Trade Secret Collateral (which, following the consummation of the Acquisition, shall specifically include, without limitation, the NovaMart® and NovaShip® trademarks, service marks, and related applications, registrations, and domain names, together with all of NovaMart's proprietary marketplace platform technology and logistics SaaS technology patents and copyrights);
(l) all Inventory;
(m) all Investment Property (including, without limitation, all Pledged Equity and Pledged Debt);
(n) all Letter-of-Credit Rights;
(o) all Securities Accounts;
(p) all Supporting Obligations;
(q) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the foregoing or are otherwise necessary or helpful in the collection thereof or the realization thereupon; and
(r) all Proceeds and products of any and all of the foregoing Collateral (including, without limitation, insurance proceeds and all claims against third parties for loss of, damage to, or destruction of, or for proceeds payable under or unearned premiums with respect to, policies of insurance in respect of any Collateral), and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Collateral Agent is the loss payee thereof) or any indemnity, warranty, or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and (ii) cash.
The security interest granted pursuant to this Section 3.01 is intended to cover all personal property of each Grantor (including, without limitation, "substantially all assets" of each Grantor), subject only to the Excluded Assets described in Section 3.02 hereof. Each Grantor acknowledges that the foregoing description of the Collateral is intended to be, and is, an "all assets" grant for purposes of Article 9 of the UCC and comparable provisions of applicable law.
Section 3.02 — Excluded Assets
Notwithstanding anything to the contrary contained in Section 3.01 or elsewhere in this Agreement:
(a) The Collateral shall not include any Excluded Assets. No Grantor shall be required to take any action (including, without limitation, the filing of any UCC financing statement, the execution of any control agreement, or the making of any filing with any governmental authority) for the purpose of perfecting any security interest in any Excluded Asset.
(b) To the extent that any asset constituting an Excluded Asset solely by reason of clause (ii) or clause (iii) of the definition of "Excluded Assets" ceases to be subject to the prohibition or restriction on assignment described therein (whether by reason of the expiration or termination of such prohibition or restriction, the receipt of a consent, waiver, or approval, or otherwise), such asset shall automatically, and without any further action by any person, cease to constitute an Excluded Asset and shall be deemed to be Collateral hereunder, and the security interest granted pursuant to Section 3.01 shall automatically attach to such asset.
(c) The security interest granted pursuant to Section 3.01 shall extend to all after-acquired property of each Grantor that constitutes Collateral, and no further action shall be required to grant, attach, or perfect such security interest with respect to such after-acquired property (other than the filing of continuation statements or amendments to existing financing statements and the execution and delivery of such other instruments and documents as may be required pursuant to Section 4.06 hereof).
Section 3.03 — Pledged Equity
Without limiting the generality of Section 3.01, each Grantor hereby specifically pledges, assigns, transfers, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and Lien upon all of such Grantor's right, title, and interest in and to the following (the "Pledged Equity"):
(a) Pre-Acquisition Pledged Equity. 100% of the issued and outstanding equity interests (including all capital stock, membership interests, partnership interests, and other ownership interests) in each direct domestic Subsidiary of the Borrower as of the date hereof, as set forth on Schedule 2 hereto;
(b) Post-Acquisition Pledged Equity. Following the consummation of the Acquisition: (i) 100% of the issued and outstanding capital stock of NovaMart Global Inc., to be pledged by the Borrower (Cascade Retail Holdings Inc.) upon the Closing Date; and (ii) 100% of the issued and outstanding equity interests in each domestic Subsidiary of NovaMart, to be pledged by NovaMart or the applicable direct parent entity thereof upon the execution and delivery of the applicable Joinder Agreement;
(c) Foreign Subsidiary Pledged Equity. 65% of the issued and outstanding voting equity interests and 100% of the issued and outstanding non-voting equity interests of each first-tier Foreign Subsidiary of any Grantor, as set forth on Schedule 2 hereto (as supplemented from time to time); and
(d) Related Property. All certificates and instruments (if any) representing or evidencing any of the foregoing, all rights, privileges, authority, and powers of each Grantor as a member, partner, or stockholder (as applicable) relating to such equity interests, all dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such equity interests, and all Proceeds of any of the foregoing.
Each Grantor shall deliver (or cause to be delivered) to the Collateral Agent (or its designated agent) all stock certificates, membership interest certificates, or other certificates or instruments representing the Pledged Equity, together with undated stock powers or other instruments of transfer duly executed in blank by each applicable Grantor, in form and substance reasonably satisfactory to the Collateral Agent. With respect to any uncertificated Pledged Equity, each Grantor shall take all actions necessary to cause the issuer of such equity interests to register the pledge in favor of the Collateral Agent on the books and records of the issuer, or to establish "control" (as defined in the UCC) by the Collateral Agent over such equity interests. The parties acknowledge that Continental Stocktransfer & Trust, Inc. currently serves as transfer agent for the outstanding shares of NovaMart's capital stock; following the closing of the Acquisition, NovaMart will become a wholly-owned subsidiary of the Borrower, and all outstanding shares of NovaMart capital stock will be cancelled and converted into the right to receive the Acquisition consideration, and a new certificate or book entry representing 100% of the issued and outstanding capital stock of NovaMart (as reorganized) shall be delivered to the Collateral Agent.
Section 3.04 — Pledged Debt
Without limiting the generality of Section 3.01, each Grantor hereby specifically pledges, assigns, transfers, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and Lien upon all of such Grantor's right, title, and interest in and to all intercompany notes, instruments, and other evidences of indebtedness at any time issued to or held by such Grantor (the "Pledged Debt"), together with all interest, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing, and all Proceeds thereof. Each Grantor shall deliver (or cause to be delivered) to the Collateral Agent all original promissory notes and other instruments constituting Pledged Debt, in each case endorsed in blank or accompanied by instruments of transfer or assignment duly executed in blank by the applicable Grantor, in form and substance reasonably satisfactory to the Collateral Agent.
ARTICLE IV — PERFECTION OF SECURITY INTERESTS
Section 4.01 — Filing of Financing Statements
(a) Each Grantor hereby authorizes the Collateral Agent to file, and the Collateral Agent is hereby authorized to file (and each Grantor shall, if requested, execute and deliver), UCC financing statements (and continuation statements and amendments thereto) in the appropriate filing offices of all applicable jurisdictions, covering the Collateral and describing the Collateral as "all assets" of the applicable Grantor, or words of similar import, or such other description of the Collateral as the Collateral Agent may determine in its reasonable discretion is necessary or advisable.
(b) Without limiting the generality of the foregoing, such financing statements shall be filed in:
(i) the office of the Secretary of State of the State of Delaware, for each Grantor organized under the laws of the State of Delaware (including, without limitation, the Borrower (Cascade Retail Holdings Inc.), NovaMart Global Inc. (upon execution of its Joinder Agreement), and each other Grantor organized in Delaware);
(ii) the office of the Secretary of State (or equivalent filing office) of each other jurisdiction of organization of any Grantor that is not organized under the laws of the State of Delaware; and
(iii) such other filing offices as the Collateral Agent may determine are necessary or advisable to perfect the security interests granted hereunder.
(c) Each Grantor shall provide to the Collateral Agent all information necessary for such filings, including, without limitation, each Grantor's exact legal name, jurisdiction of organization, type of organization, organizational identification number, and chief executive office address. Each Grantor agrees that a carbon, photographic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement and may be filed as such.
(d) Each Grantor agrees to pay all costs and fees associated with the filing of financing statements, continuation statements, and amendments in connection with the transactions contemplated by this Agreement.
Section 4.02 — Delivery of Certificated Securities
(a) All stock certificates and other certificates or instruments representing the Pledged Equity and all instruments constituting Pledged Debt shall be delivered to the Collateral Agent (or its designated agent) within five (5) Business Days of the Closing Date (or, with respect to NovaMart and its Subsidiaries, within five (5) Business Days of the date of execution and delivery of the applicable Joinder Agreement), accompanied by undated stock powers or other instruments of transfer duly executed in blank by the applicable Grantor.
(b) Following the consummation of the Acquisition, the Borrower shall deliver (or cause to be delivered) to the Collateral Agent a stock certificate (or book entry confirmation) representing 100% of the issued and outstanding capital stock of NovaMart Global Inc., together with an undated stock power duly executed in blank by the Borrower, and NovaMart shall deliver (or cause to be delivered) certificates (or book entry confirmations) representing the equity interests in each of its domestic Subsidiaries, in each case accompanied by undated stock powers or instruments of transfer duly executed in blank.
(c) If any Grantor shall receive any certificate or instrument constituting Collateral after the Closing Date, such Grantor shall promptly (and in any event within five (5) Business Days of receipt) deliver such certificate or instrument to the Collateral Agent, together with an undated stock power or instrument of transfer duly executed in blank.
Section 4.03 — Control Agreements
(a) Deposit Account Control Agreements. Each Grantor shall use commercially reasonable efforts to execute and deliver, and cause each applicable depository bank to execute and deliver, a Deposit Account Control Agreement in substantially the form attached hereto as Exhibit E (or in such other form as is reasonably satisfactory to the Collateral Agent) with respect to each Deposit Account of such Grantor (other than (i) any Deposit Account exclusively used for payroll, payroll taxes, or employee benefits, (ii) any Deposit Account exclusively used for the collection and remittance of withholding taxes or other trust funds, and (iii) any zero-balance or sweep account with an average daily balance not exceeding $250,000 during any calendar month (collectively, "Excluded Accounts")), in each case within sixty (60) days of the Closing Date (or, with respect to NovaMart and its Subsidiaries, within sixty (60) days of the date of consummation of the Acquisition).
(b) Securities Account Control Agreements. Each Grantor shall use commercially reasonable efforts to execute and deliver, and cause each applicable securities intermediary to execute and deliver, a Securities Account Control Agreement in substantially the form attached hereto as Exhibit F (or in such other form as is reasonably satisfactory to the Collateral Agent) with respect to each Securities Account of such Grantor, in each case within sixty (60) days of the Closing Date (or, with respect to NovaMart and its Subsidiaries, within sixty (60) days of the date of consummation of the Acquisition).
(c) The form and substance of all control agreements entered into pursuant to this Section 4.03 shall be reasonably satisfactory to the Collateral Agent. Each Grantor shall use commercially reasonable efforts to cause each depository bank and securities intermediary to agree in such control agreements that it will comply with instructions originated by the Collateral Agent directing disposition of the funds in the applicable Deposit Account or Securities Account without further consent of such Grantor, in each case upon the occurrence and during the continuance of an Event of Default.
Section 4.04 — Intellectual Property Filings
(a) Each Grantor shall, at its expense, execute and deliver (or cause to be executed and delivered) to the Collateral Agent short-form intellectual property security agreements, in substantially the forms attached hereto as Exhibits B, C, and D, as applicable, for recording with the United States Patent and Trademark Office ("USPTO") and the United States Copyright Office, as applicable, covering all registered or applied-for patents, trademarks, service marks, and copyrights of such Grantor.
(b) Following the consummation of the Acquisition, NovaMart and each applicable NovaMart Subsidiary Guarantor shall execute and deliver supplemental intellectual property security agreements covering NovaMart's intellectual property portfolio (including, without limitation, the NovaMart® and NovaShip® marks and related trademark applications and registrations, all proprietary marketplace platform and logistics SaaS technology patents and patent applications, and all registered copyrights), within thirty (30) days of the date of consummation of the Acquisition, in form and substance reasonably satisfactory to the Collateral Agent.
(c) The Collateral Agent is hereby authorized to record (or cause to be recorded) such intellectual property security agreements with the USPTO and the United States Copyright Office, as applicable, and each Grantor shall cooperate with the Collateral Agent in connection therewith.
Section 4.05 — Real Property
(a) The parties acknowledge that real property interests are not covered by the security interests granted under this Agreement. To the extent that Mortgages or Deeds of Trust encumbering owned real property of any Grantor are required to be delivered under the Credit Agreement, such instruments shall be executed and delivered separately, in form and substance satisfactory to the Collateral Agent, together with all ancillary deliverables including, without limitation, surveys, title insurance commitments and policies (to be issued by Ridgecrest Title Group Inc., attention Janet Morales, Underwriter, or such other nationally recognized title insurance company as may be approved by the Collateral Agent), environmental assessments, and flood certificates.
(b) To the extent that any Collateral constitutes fixtures under applicable law, the Collateral Agent may, in its discretion, cause fixture filings to be made in the real property records of the applicable county or recording office where such fixtures are located.
Section 4.06 — Further Assurances
(a) Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor shall promptly execute and deliver, or cause to be executed and delivered, all further instruments, documents, and agreements, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to: (i) perfect, protect, maintain, and enforce the Collateral Agent's security interests in the Collateral, including, without limitation, the execution of any financing statements, amendments, or continuation statements, the delivery of any stock certificates, notes, or instruments, the execution of control agreements, and the filing of intellectual property security agreements; (ii) create, perfect, and enforce any additional security interests granted or required to be granted under this Agreement or any other Loan Document; and (iii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder and under the Credit Agreement with respect to any Collateral.
(b) Each Grantor shall take all actions necessary or reasonably requested by the Collateral Agent to maintain first-priority perfected security interests in the Collateral (subject only to Permitted Liens that are expressly permitted under the Credit Agreement to have priority over the Liens securing the Guaranteed Obligations), including, without limitation, (i) executing and delivering amendments to financing statements and continuation statements as necessary or reasonably requested, (ii) delivering to the Collateral Agent any documents, certificates, or instruments in the Grantor's possession or control that constitute Collateral, and (iii) taking all steps necessary to maintain "control" (within the meaning of the UCC) over any Collateral for which perfection by control is required or available.
(c) Commercial Tort Claims. Each Grantor shall promptly (and in any event within thirty (30) days) notify the Collateral Agent in writing upon obtaining knowledge of any commercial tort claim of such Grantor having a value in excess of $500,000, and shall, upon the request of the Collateral Agent, supplement Schedule 5 hereto to include a brief description of such commercial tort claim and shall execute and deliver such amendments or supplements to this Agreement as the Collateral Agent may reasonably request to ensure that such commercial tort claim is subject to the Lien created hereunder.
ARTICLE V — REPRESENTATIONS AND WARRANTIES
Each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party as follows:
Section 5.01 — Organization and Good Standing
Each Grantor is duly organized (or, as applicable, duly formed), validly existing, and in good standing (to the extent such concept is recognized) under the laws of its jurisdiction of formation. Without limiting the generality of the foregoing, the Borrower (Cascade Retail Holdings Inc.) is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and NovaMart (NovaMart Global Inc.) is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Each Grantor is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).
Section 5.02 — Authorization and Enforceability
The execution, delivery, and performance of this Agreement (and, with respect to each Subsidiary Guarantor that becomes a party hereto after the date hereof, the applicable Joinder Agreement) has been duly authorized by all requisite corporate, limited liability company, limited partnership, or other organizational action on the part of each Grantor. No consent or approval of, registration or filing with, or any other action by, any governmental authority or any other person is required for the due execution, delivery, and performance by any Grantor of this Agreement or for the grant of the security interests hereunder (other than (i) filings and recordings necessary to perfect the security interests created hereunder, including, without limitation, UCC financing statements, filings with the USPTO and the United States Copyright Office, and delivery of certificates and control agreements, and (ii) consents, approvals, or filings that have been obtained or made). This Agreement constitutes the legal, valid, and binding obligation of each Grantor that is a party hereto, enforceable against such Grantor in accordance with its terms, except as enforcement may be limited by (x) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or other similar laws now or hereafte

DRAFT — FOR DISCUSSION PURPOSES ONLY — DATED [●], 2025 Calderwood & Harkness LLP

GUARANTEE AND COLLATERAL AGREEMENT

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