1038-00009 · Client 1038 · Post-Signing

interim-operating-covenant-monitoring-memo.docx DOCUMENT M&A / Corporate

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

MEMORANDUM

FROM: Derek Okonkwo, Lead Associate, Mergers & Acquisitions Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022

TO: Harrison Wexford, Responsible Partner, M&A, Calderwood & Harkness LLP Elena Vasquez-Bright, General Counsel, Cascade Retail Holdings Inc. Theodore "Ted" Langford, SVP, Corporate Development, Cascade Retail Holdings Inc.

CC: Tiffany Rosenthal, Working Associate, M&A, Calderwood & Harkness LLP Beatrice Holloway, Billing Partner, M&A, Calderwood & Harkness LLP Rajiv Sundaram, CFO, Cascade Retail Holdings Inc.

DATE: May 22, 2025

RE: Protocol for Monitoring NovaMart Global Inc.'s Compliance with Interim Operating Covenants — SPA Section 6.01 (Signing to Closing)

MATTER: Cascade Retail Holdings Inc. — Acquisition of NovaMart Global Inc.

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I. PURPOSE AND BACKGROUND

This memorandum establishes the internal protocol for Calderwood & Harkness LLP ("C&H") and Cascade Retail Holdings Inc. ("Cascade" or "CRH") to monitor NovaMart Global Inc.'s ("NovaMart" or the "Company") compliance with the interim operating covenants set forth in Section 6.01 of the Stock Purchase Agreement dated May 20, 2025 (the "SPA") during the period between signing and closing (the "Interim Period"). The purpose of this protocol is to ensure that Cascade systematically and effectively exercises its contractual rights to monitor and consent to NovaMart's operations during the Interim Period, thereby protecting the value of the acquisition target, preserving closing conditions, and positioning Cascade to identify and address any covenant compliance issues promptly.

The SPA was executed on May 20, 2025, between Cascade (as Buyer), NovaMart (as the Company), and the Selling Stockholders. The Selling Stockholders consist of Ridgeline Equity Partners, LP (holding approximately 41.2% of the outstanding capital stock), Brindoval Ventures Fund III, LP (holding approximately 22.8%), Julian Reeves (holding approximately 18.5%), Priya Narasimhan (holding approximately 8.3%), and other management and employee stockholders (collectively holding approximately 9.2%). The transaction is structured as an all-cash stock purchase of 100% of NovaMart's outstanding capital stock at an aggregate purchase price of $1,200,000,000 (the "Purchase Price"), subject to customary adjustments for net working capital, indebtedness, cash, and transaction expenses as set forth in SPA Article II.

The targeted closing date is October 15, 2025, with an outside date (beyond which either party may terminate the SPA if closing has not occurred, subject to certain conditions) of December 31, 2025. The principal remaining condition precedent to closing is the receipt of antitrust clearance from the United States Department of Justice ("DOJ") under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). A Second Request was issued by the DOJ on May 8, 2025, and the deal team anticipates substantial compliance with the Second Request by approximately August 2025, with clearance expected in the September–October 2025 timeframe. As a result, the Interim Period may extend five to seven months from signing to closing, making robust, disciplined compliance monitoring critical to the successful consummation of the transaction.

NovaMart is a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701. The Company operates an online marketplace platform that, as of its most recently completed fiscal year ended December 31, 2024, supported approximately 62,400 active sellers, 9.1 million registered buyers, and generated gross merchandise value ("GMV") of approximately $6.2 billion. NovaMart employs approximately 2,400 full-time and part-time employees and operates 14 fulfillment centers across nine states through its proprietary NovaShip logistics network. NovaMart's FY2024 consolidated financial results include revenue of approximately $891 million and adjusted EBITDA of approximately $134 million.

Seller's outside counsel in connection with the transaction is Calloway, Brandt & Loewe LLP, 600 Travis Street, Suite 4500, Houston, Texas 77002. Richard Calloway serves as lead partner and Simone Adesanya serves as associate lead for the Selling Stockholders and NovaMart in connection with all post-signing matters, including interim covenant compliance.

This memorandum should be read in conjunction with, and is intended to complement, the following related deal workstream documents maintained by the C&H and Cascade deal teams: (a) the Closing Conditions Status Tracker and Update Memorandum, which tracks the satisfaction of all conditions precedent to closing under SPA Article VII; and (b) the Change of Control Consent Tracker, which monitors the status of consent solicitations under the approximately 34 identified NovaMart contracts containing change of control provisions. Cross-references to these and other related deal documents are provided throughout this memorandum and summarized in Appendix F.

II. OVERVIEW OF SPA SECTION 6.01 — INTERIM OPERATING COVENANTS

This Section provides a detailed summary of the interim operating covenants set forth in SPA Section 6.01, which govern the conduct of NovaMart's business during the Interim Period. These covenants are a critical component of the SPA's closing condition architecture: under SPA Section 7.02(a), it is a condition to Cascade's obligation to close that NovaMart shall have performed and complied in all material respects with all covenants and agreements required to be performed by it under the SPA, including those set forth in Section 6.01. Accordingly, monitoring compliance with these covenants is not merely a matter of contractual best practice — it is essential to Cascade's ability to assess whether its closing conditions have been satisfied and, if they have not, to exercise its remedies under the SPA (including, in an appropriate case, its right to terminate the SPA or to assert indemnification claims).

A. General Standard — Conduct of Business in the Ordinary Course

SPA Section 6.01(a) establishes the overarching standard governing NovaMart's conduct during the Interim Period. The Company is required to conduct its business in the ordinary course of business consistent with past practice in all material respects. This formulation imposes a dual requirement: NovaMart must both (i) operate its business in the ordinary course and (ii) do so consistent with past practice. The "in all material respects" qualifier provides a degree of flexibility, but does not excuse departures from ordinary course conduct that are material to the business, operations, assets, or financial condition of NovaMart and its subsidiaries, taken as a whole.

In addition to the ordinary course standard, Section 6.01(a) requires NovaMart to use commercially reasonable efforts to: (i) preserve its business organization intact; (ii) maintain existing relationships with key customers, marketplace sellers, suppliers, and employees; and (iii) keep in force all existing insurance policies (or obtain comparable replacement policies). These affirmative obligations complement the specific negative covenants discussed below and establish a baseline expectation that NovaMart will actively steward its business — and the value that Cascade has contracted to acquire — throughout the Interim Period.

B. Specific Negative Covenants (Actions Requiring Cascade's Prior Written Consent)

Section 6.01(b) of the SPA enumerates specific categories of actions that NovaMart may not take during the Interim Period without Cascade's prior written consent. Except where otherwise expressly indicated in the SPA, the consent standard applicable to these covenants is that Cascade's consent shall not be unreasonably withheld, conditioned, or delayed. As discussed in greater detail in Section IV of this memorandum, this standard imposes a reciprocal obligation on Cascade to respond to consent requests promptly and in good faith.

The following is a summary of each major category of restricted action under Section 6.01(b). For convenience of reference, a detailed section-by-section chart is attached as Appendix A to this memorandum.

1. Charter and Organizational Documents (Section 6.01(b)(i)). NovaMart shall not, without Cascade's prior written consent, amend, modify, or restate its certificate of incorporation, bylaws, or other organizational documents, or amend, modify, or restate the organizational documents of any subsidiary of NovaMart. This covenant preserves the corporate governance structure of the Company through closing and prevents any changes to share rights, voting provisions, or other organizational terms that could affect the transaction.

2. Equity Issuances and Capitalization Changes (Section 6.01(b)(ii)). NovaMart shall not, without Cascade's prior written consent: (a) issue, sell, grant, pledge, or otherwise dispose of or encumber any equity securities of NovaMart or any subsidiary, including shares of capital stock, membership interests, partnership interests, options, warrants, convertible instruments, or other rights to acquire equity securities; (b) declare, set aside, or pay any dividend or other distribution (whether in cash, stock, property, or otherwise) on any shares of capital stock of NovaMart or any subsidiary; (c) redeem, repurchase, or otherwise acquire any outstanding shares of capital stock, or any options, warrants, or other equity-linked instruments; or (d) effect any stock split, reverse stock split, reclassification, recapitalization, or similar change in the capitalization of NovaMart or any subsidiary. This covenant is essential to preserving the capital structure that Cascade is acquiring and preventing dilution, leakage, or structural changes prior to closing.

3. Indebtedness (Section 6.01(b)(iii)). NovaMart shall not, without Cascade's prior written consent, incur, assume, guarantee, or otherwise become liable for any indebtedness for borrowed money, or issue any debt securities or guarantees. This covenant is subject to a carve-out for ordinary-course borrowings under NovaMart's existing $150,000,000 revolving credit facility with Ashford Savings Bank, N.A. (the "Ashford Facility"), provided that such borrowings remain within the existing facility limits and do not violate any covenant under the Ashford credit agreement. As discussed in Section IX.D below, the Ashford Facility is expected to be repaid and terminated at closing, and monitoring of borrowings and compliance under that facility during the Interim Period is a priority item.

4. Liens and Encumbrances (Section 6.01(b)(iv)). NovaMart shall not, without Cascade's prior written consent, create, incur, or permit to exist any lien, pledge, security interest, mortgage, charge, or other encumbrance on any material asset of NovaMart or any subsidiary, other than permitted liens (as defined in the SPA). This covenant protects the asset base that Cascade is acquiring and ensures that NovaMart's assets remain unencumbered through closing.

5. Acquisitions and Dispositions (Section 6.01(b)(v)). NovaMart shall not, without Cascade's prior written consent, acquire or dispose of any business, entity, division, or material assets (whether by merger, consolidation, stock purchase, asset purchase, or otherwise), other than sales of inventory in the ordinary course of business consistent with past practice. This covenant prevents NovaMart from materially altering its business scope or asset base during the Interim Period.

6. Capital Expenditures (Section 6.01(b)(vi)). NovaMart shall not, without Cascade's prior written consent, make or commit to make capital expenditures in excess of the thresholds set forth in the SPA schedules. This covenant is to be read in conjunction with NovaMart's approved FY2025 capital budget, a copy of which is included in the SPA disclosure schedules. Capital expenditures within the approved budget that do not exceed the per-project and aggregate thresholds specified in the SPA may be made without consent; expenditures above those thresholds require Cascade's prior written consent.

7. Material Contracts (Section 6.01(b)(vii)). NovaMart shall not, without Cascade's prior written consent, enter into, materially amend, modify, terminate, or waive any material right under any material contract (as defined in the SPA), or any contract that, if entered into, would constitute a material contract. This restriction applies with particular force to contracts with NovaMart's key counterparties, including but not limited to Pinnacle Cloud Solutions Inc. (cloud hosting and infrastructure), Redline Freight Corp. (freight and third-party logistics), Arcwave Software LLC (search algorithm technology license), Stratton Digital Media Inc. (advertising and revenue share), PayStream Financial Technologies Inc. (payment processing and settlement), and Congress Tower Partners LP (Austin headquarters lease). It also applies to any new contract with an annual value exceeding the dollar threshold specified in the SPA. The deal team should maintain particular vigilance regarding contracts that are the subject of change of control consent solicitations.

8. Employment Matters (Section 6.01(b)(viii)). NovaMart shall not, without Cascade's prior written consent: (a) hire any employee at or above a specified base salary level; (b) terminate the employment of any key employee (as defined in the SPA or identified in the disclosure schedules); (c) grant any material increase in base salary, bonus opportunity, or benefits to any current or prospective employee; (d) enter into, amend, or terminate any employment agreement, severance agreement, retention agreement, or change of control agreement; or (e) accelerate the vesting or exercisability of any stock option, restricted stock award, or other equity award. These restrictions are subject to exceptions for (i) ordinary-course annual merit increases consistent with past practice and (ii) new hires at below-threshold salary levels to fill vacancies arising in the ordinary course. Monitoring compliance with these covenants is critical both to workforce stability and to the integrity of the $18,000,000 retention pool discussed in Section IX.B below.

9. Employee Benefit Plans (Section 6.01(b)(ix)). NovaMart shall not, without Cascade's prior written consent, establish, adopt, materially amend, or terminate any employee benefit plan, including the NovaMart 401(k) Plan, the NovaMart Stock Option Plan, or any health, welfare, or fringe benefit plan, except as required by applicable law or regulation (including, without limitation, changes required to maintain compliance with the Internal Revenue Code, ERISA, or the Affordable Care Act).

10. Tax Matters (Section 6.01(b)(x)). NovaMart shall not, without Cascade's prior written consent: (a) file, amend, or revoke any material tax election; (b) settle or compromise any material tax claim, assessment, or audit; (c) change any accounting method for tax purposes; or (d) enter into any closing agreement or similar arrangement with any taxing authority. This covenant is to be read in conjunction with the more detailed pre-closing tax covenants set forth in SPA Section 6.09 and the Pre-Closing Tax Covenant Compliance Checklist prepared by Sylvia Hartwell. All consent requests involving tax matters are to be routed to Ms. Hartwell for specialist review.

11. Litigation (Section 6.01(b)(xi)). NovaMart shall not, without Cascade's prior written consent, commence any material litigation, arbitration, or governmental proceeding, or settle, compromise, or consent to any judgment in any pending or threatened litigation, arbitration, or governmental proceeding, where the amount in controversy exceeds the threshold specified in the SPA or where the settlement or judgment would involve any non-monetary relief (including injunctive relief, consent decrees, or restrictions on business operations).

12. Accounting Policies (Section 6.01(b)(xii)). NovaMart shall not, without Cascade's prior written consent, change any material accounting method, principle, or practice, other than changes required by changes in generally accepted accounting principles ("GAAP") as issued or adopted by the Financial Accounting Standards Board.

13. Real Property (Section 6.01(b)(xiii)). NovaMart shall not, without Cascade's prior written consent, enter into, materially amend, or terminate any real property lease, including the leases for the 14 NovaShip fulfillment centers and the Austin headquarters lease with Congress Tower Partners LP. Real property is a significant operational asset for NovaMart, and changes to lease terms, locations, or commitments could materially affect both operations and the financial profile of the business.

14. Intellectual Property (Section 6.01(b)(xiv)). NovaMart shall not, without Cascade's prior written consent, abandon, sell, assign, transfer, or grant an exclusive license to any material intellectual property, including the NovaMart and NovaShip trademarks, patents, trade secrets, domain names, and the technology license with Arcwave Software LLC. This covenant also covers any action that could impair NovaMart's rights in or to material intellectual property. Given the technology-intensive nature of NovaMart's marketplace platform, this covenant warrants particularly close attention.

15. Insurance (Section 6.01(b)(xv)). NovaMart shall not, without Cascade's prior written consent, cancel, materially reduce, or fail to renew any existing material insurance coverage. NovaMart is required to maintain its current insurance program (or obtain substantially comparable replacement coverage) throughout the Interim Period.

16. Data Privacy and Cybersecurity (Section 6.01(b)(xvi)). NovaMart shall not, without Cascade's prior written consent, make any material changes to its data privacy policies, terms of service, or cybersecurity practices that would affect the personal data of its 9.1 million registered buyers or the 62,400 active sellers on the NovaMart marketplace. In light of the increasing regulatory focus on data privacy (including state consumer privacy laws in California, Virginia, Colorado, and elsewhere), any proposed changes in this area must be carefully reviewed for legal and operational implications.

17. Affiliate Transactions (Section 6.01(b)(xvii)). NovaMart shall not, without Cascade's prior written consent, enter into any transaction or arrangement with any affiliate, stockholder, officer, or director of NovaMart outside the ordinary course of business consistent with past practice. This covenant is designed to prevent value leakage to related parties during the Interim Period and to ensure that all related-party transactions are conducted at arm's length and on terms consistent with past practice.

18. Agreements to Take Restricted Actions (Section 6.01(b)(xviii)). NovaMart shall not, without Cascade's prior written consent, enter into any agreement, commitment, or understanding (whether oral or written, binding or non-binding) to take any of the actions described in Sections 6.01(b)(i) through (b)(xvii). This "anti-bootstrapping" provision is designed to prevent NovaMart from committing to restricted actions (e.g., signing a letter of intent or term sheet) without obtaining Cascade's consent, even if the restricted action itself has not yet been consummated.

C. Affirmative Covenants

In addition to the negative covenants described above, SPA Section 6.01 imposes certain affirmative obligations on NovaMart during the Interim Period. These affirmative covenants are designed to ensure that NovaMart actively maintains and preserves the value of its business, operations, and assets through closing. The principal affirmative covenants include the following:

• Maintenance of Books and Records. NovaMart shall maintain its books, records, and accounts in accordance with past practice and in compliance with applicable law and GAAP.

• Timely Filing of Tax Returns and Payment of Taxes. NovaMart shall timely prepare and file all tax returns required to be filed by NovaMart or any subsidiary, and shall timely pay all taxes that are due and payable, in each case in accordance with past practice and applicable law. This obligation is coordinated with the more specific pre-closing tax covenants in SPA Section 6.09.

• Maintenance of Permits, Licenses, and Governmental Authorizations. NovaMart shall maintain in full force and effect all material permits, licenses, certifications, and governmental authorizations required for the conduct of its business as currently conducted.

• Preservation of the NovaShip Logistics Network. NovaMart shall preserve and maintain the NovaShip logistics network, including the Company's 14 fulfillment centers located across California (3 facilities), New Jersey (2 facilities), Georgia (2 facilities), Ohio (1 facility), Illinois (1 facility), Pennsylvania (1 facility), Tennessee (1 facility), Florida (2 facilities), and Washington (1 facility). The operational integrity and capacity utilization of this network are material to the value of NovaMart's business.

• Cooperation with Change of Control Consent Solicitations. NovaMart shall use commercially reasonable efforts to cooperate with Cascade in obtaining change of control consents under the approximately 34 identified material contracts that contain change of control provisions. The Change of Control Consent Tracker maintained by the deal team identifies each such contract, the relevant consent provision, the status of solicitation efforts, and any counterparty issues.

• Cooperation with Access and Information Rights. NovaMart shall cooperate with Cascade's reasonable access and information rights under SPA Section 6.02, including providing Cascade and its representatives with reasonable access to NovaMart's properties, offices, books, records, and personnel, subject to the limitations set forth in the SPA (including the Clean Team / Antitrust Protocol Agreement).

D. Permitted Actions and Pre-Approved Exceptions

The negative covenants set forth in Section 6.01(b) are subject to certain express carve-outs and pre-approved exceptions. The following categories of actions are expressly permitted notwithstanding the restrictions described above:

• Actions Required by Applicable Law. NovaMart may take any action to the extent required by applicable law, regulation, or order of any governmental authority, provided that NovaMart provides prompt notice to Cascade of any such action and the legal basis therefor.

• Actions Specifically Contemplated by the SPA or Disclosure Schedules. NovaMart may take any action that is specifically contemplated by the terms of the SPA or that is set forth in the SPA disclosure schedules as a planned or anticipated action. The deal team should consult the disclosure schedules for any pre-approved capital expenditure projects, pending contract renewals, or other identified items.

• Ordinary-Course Inventory Purchases and Sales. NovaMart may purchase and sell inventory in the ordinary course of business consistent with past practice without obtaining Cascade's consent, provided that such transactions do not involve any material departure from NovaMart's historical purchasing or sales patterns.

• Payment of Obligations When Due. NovaMart may pay its debts, obligations, and liabilities in the ordinary course as they become due, in accordance with their terms and past practice.

• Actions for Which Cascade's Written Consent Has Been Obtained. NovaMart may take any action for which Cascade's prior written consent has been obtained in accordance with the procedures described in Section IV of this memorandum.

The deal team should carefully analyze each consent request against these carve-outs to confirm whether the proposed action falls within an express exception. Where a proposed action is arguably within a carve-out, C&H should document its analysis in writing and, where appropriate, communicate its position to NovaMart's counsel.

III. MONITORING PROTOCOL — ORGANIZATIONAL STRUCTURE AND RESPONSIBILITIES

Effective monitoring of NovaMart's covenant compliance during the Interim Period requires a clear organizational structure, well-defined responsibilities, and open lines of communication among the Cascade internal team, the C&H deal team, and NovaMart's designated contacts. This Section sets forth the roles and responsibilities of each team member involved in the monitoring protocol.

A. Cascade Internal Monitoring Team

The following members of Cascade's management team will serve as the internal monitoring team for purposes of this protocol:

Elena Vasquez-Bright, General Counsel, Cascade Retail Holdings Inc. Ms. Vasquez-Bright has overall oversight and final approval authority for all consent requests and covenant compliance decisions on behalf of Cascade. She is the ultimate decision-maker on behalf of Cascade for purposes of granting, conditioning, or denying consent to NovaMart's proposed actions under Section 6.01. Ms. Vasquez-Bright will coordinate with C&H and the Cascade business team to ensure that all consent decisions are made in a timely, well-informed, and legally supportable manner.

Theodore "Ted" Langford, SVP, Corporate Development, Cascade Retail Holdings Inc. Mr. Langford serves as the day-to-day business lead for monitoring NovaMart's operations during the Interim Period. He is the primary Cascade business contact for NovaMart's management team and will be responsible for evaluating the business rationale and operational implications of consent requests. Mr. Langford will also serve as Cascade's primary point of contact for integration planning activities that interface with the interim covenant compliance process, subject to the antitrust limitations discussed in Section VII.

Rajiv Sundaram, CFO, Cascade Retail Holdings Inc. Mr. Sundaram is responsible for the review of all financial information received from NovaMart during the Interim Period, including monthly financial statements, working capital estimates, and capital expenditure reports. He will assess the financial impact of consent requests, monitor NovaMart's net working capital trends relative to the $78,500,000 target and the $5,000,000 collar set forth in the SPA, and coordinate with Sandra Chiu (Whitmore & Paige LLP) on accounting and financial reporting matters.

Margaret "Meg" Alderton, CEO, Cascade Retail Holdings Inc. Ms. Alderton serves as the escalation contact for matters requiring Board-level attention or involving material business judgment decisions that exceed the scope of management's ordinary authority. Examples of matters that would be escalated to Ms. Alderton include potential Material Adverse Effect events, potential SPA breaches by NovaMart, and any matter that could give rise to a termination right under the SPA.

B. Calderwood & Harkness LLP Deal Team

The following C&H attorneys will serve on the deal team for purposes of interim covenant compliance monitoring:

Harrison Wexford, Responsible Partner, M&A. Mr. Wexford provides senior oversight of the monitoring protocol and all related legal advice. He is responsible for the escalation of material legal issues to Cascade's General Counsel and CEO, as well as for communication with Calloway, Brandt & Loewe LLP (specifically, Richard Calloway) on significant matters requiring partner-to-partner discussion. Mr. Wexford reviews and approves all C&H recommendations regarding consent requests prior to their submission to Cascade.

Derek Okonkwo, Lead Associate, M&A. Mr. Okonkwo is responsible for the day-to-day management of the monitoring protocol. He serves as the primary C&H contact for NovaMart's outside counsel (Simone Adesanya at Calloway, Brandt & Loewe LLP) on all covenant compliance and consent request matters. Mr. Okonkwo's responsibilities include: receiving and processing all consent requests; conducting or supervising initial legal review and analysis; coordinating specialist input; preparing written recommendations for Mr. Wexford's review; and communicating Cascade's consent decisions in writing to NovaMart's counsel. Mr. Okonkwo also leads (or participates in) the weekly status calls with the Cascade internal team described in Section V.B below.

Tiffany Rosenthal, Working Associate, M&A. Ms. Rosenthal provides direct support to Mr. Okonkwo in all aspects of the monitoring protocol. Her primary responsibility is the maintenance of the Interim Covenant Compliance Log described in Section VI below. Ms. Rosenthal also coordinates specialist input from tax, antitrust, employment, and other practice groups as needed and assists in the preparation of the biweekly written summary memos described in Section V.B.

Sylvia Hartwell, Tax Specialist Partner. Ms. Hartwell provides specialist review and input on any consent request or covenant issue involving tax matters under SPA Section 6.01(b)(x) or SPA Section 6.09. She also maintains the Pre-Closing Tax Covenant Compliance Checklist, which tracks NovaMart's compliance with pre-closing tax obligations across all applicable jurisdictions (federal, state, and local).

Howard Bellamy, Antitrust Specialist Partner. Mr. Bellamy coordinates the evaluation of any operational issue that may have antitrust implications during the Interim Period, including compliance with the Clean Team / Antitrust Protocol Agreement dated February 18, 2025. He advises on gun-jumping risk, reviews competitively sensitive consent requests, and coordinates with Gabriela Montoya at Whitfield & Crane LLP (outside antitrust counsel) on DOJ Second Request matters and antitrust clearance strategy.

C. NovaMart Counterparts

The following individuals have been designated as NovaMart's primary contacts for purposes of covenant compliance communications during the Interim Period:

Amanda Trevino, General Counsel, NovaMart Global Inc. Ms. Trevino is NovaMart's primary in-house legal contact for all covenant compliance matters. Together with NovaMart's outside counsel, she is responsible for preparing and submitting consent requests to Cascade and for providing the periodic reporting and compliance certifications described in Section V.A below.

Douglas "Doug" Whitfield, CFO, NovaMart Global Inc. Mr. Whitfield is NovaMart's primary contact for financial information and reporting, including the monthly financial packages, working capital estimates, and operations reports described in Section V.A.

Julian Reeves, CEO, NovaMart Global Inc. Mr. Reeves is available as an escalation contact for significant business decisions during the Interim Period. Communications with Mr. Reeves should be channeled through Ms. Trevino or NovaMart's outside counsel in the first instance, with direct communication reserved for matters of appropriate significance.

Simone Adesanya, Associate Lead, Calloway, Brandt & Loewe LLP. Ms. Adesanya is the primary outside counsel contact for NovaMart and the Selling Stockholders in connection with consent requests and covenant compliance matters. All consent requests and formal covenant-related communications should be directed to Ms. Adesanya (with a copy to Ms. Trevino), and all C&H formal responses should be directed to Ms. Adesanya.

IV. CONSENT REQUEST PROCEDURES

The following procedures govern the process by which NovaMart submits requests for Cascade's consent to take actions restricted under SPA Section 6.01, the internal review and analysis process conducted by C&H and the Cascade team, the target response times for consent decisions, and the documentation of consent decisions. The goal of these procedures is to ensure that Cascade exercises its consent rights in a systematic, well-documented, and timely manner consistent with its obligations under the SPA, while thoroughly evaluating each request to protect Cascade's interests.

A. Submission of Consent Requests by NovaMart

All requests by NovaMart for Cascade's consent to take any action restricted under SPA Section 6.01 must be submitted in writing. Email is an acceptable form of submission. Each consent request must be submitted by Amanda Trevino (NovaMart General Counsel) or Simone Adesanya (Calloway, Brandt & Loewe LLP) and must be directed to Derek Okonkwo (C&H) and Elena Vasquez-Bright (Cascade General Counsel). Requests submitted to other members of the deal team or to Cascade personnel other than Ms. Vasquez-Bright will not be treated as formally submitted until they have been confirmed in writing to Mr. Okonkwo and Ms. Vasquez-Bright through the designated channels.

Each consent request must include the following information in sufficient detail to permit a thorough evaluation:

1. Description of Proposed Action. A specific and detailed description of the proposed action for which consent is being sought, including the identity of all parties involved, the material terms of any proposed agreement or arrangement, and the expected timeline for the action.

2. Applicable SPA Provision. Identification of the specific subsection(s) of SPA Section 6.01(b) under which Cascade's consent is required, together with an explanation of why the proposed action falls within the scope of the applicable covenant (and, where applicable, why it does not fall within a permitted exception or carve-out).

3. Business Rationale. A clear statement of the business rationale for the proposed action, including why NovaMart believes the action is necessary or desirable, what consequences may result from not taking the action, and how the action relates to NovaMart's ordinary course of business.

4. Proposed Timing. The proposed date or timeline for the action, including any deadlines imposed by counterparties, regulatory requirements, or market conditions that may affect the urgency of the request.

5. Financial Impact. A quantification of any financial impact of the proposed action, including its impact on NovaMart's revenue, EBITDA, cash flow, indebtedness, and — critically — its impact on NovaMart's net working capital relative to the $78,500,000 target specified in the SPA. Where the financial impact is material, supporting financial analysis or projections should be included.

6. Supporting Documentation. Copies of all relevant agreements, term sheets, letters of intent, correspondence, financial analyses, or other documentation relating to the proposed action.

7. Related Consent or Third-Party Approval Implications. Identification of any related change of control consent requirements, third-party approvals, governmental filings, or other implications that may arise from the proposed action, including any impact on contracts included in the Change of Control Consent Tracker.

Incomplete consent requests will be returned to NovaMart's counsel with a request for supplemental information. The target response periods described in Section IV.C below commence upon receipt of a complete consent request, not upon receipt of an incomplete request. C&H will use reasonable efforts to identify any deficiencies in a consent request within one business day of receipt and to promptly notify NovaMart's counsel of the information needed to complete the request.

B. C&H Review and Analysis Process

Upon receipt of a consent request that C&H has confirmed to be complete, the following review and analysis process will be followed:

Step 1 — Initial Review (Target: 1 business day). Derek Okonkwo and Tiffany Rosenthal will conduct an initial review of the consent request to: (a) confirm that the request contains all required information and documentation; (b) identify the applicable SPA provisions and any relevant carve-outs or exceptions; (c) flag any obvious legal or commercial issues, including potential antitrust sensitivities; and (d) determine whether specialist consultation is required. Ms. Rosenthal will enter the request into the Interim Covenant Compliance Log and assign a sequential request number.

Step 2 — Specialist Consultation (if applicable; Target: 1–2 business days). Where the consent request involves tax matters, antitrust or competition law issues, employment law considerations, intellectual property questions, or other areas requiring specialist expertise, Mr. Okonkwo will promptly refer the request to the appropriate C&H specialist for review and input. Specifically: (a) tax-related requests will be referred to Sylvia Hartwell; (b) antitrust-sensitive requests will be referred to Howard Bellamy (and, as appropriate, to Gabriela Montoya at Whitfield & Crane LLP); and (c) other specialist matters will be routed to the appropriate C&H practice group lead. The specialist will provide a written assessment or verbal guidance within the target timeframe.

Step 3 — Business Review (Target: 1–2 business days). Mr. Okonkwo will forward the consent request, together with any preliminary legal observations and specialist input, to Ted Langford and Rajiv Sundaram at Cascade for business evaluation. The Cascade business team will assess the operational and financial implications of the proposed action, including its impact on NovaMart's go-forward business, working capital, integration planning, and any other relevant considerations. The Cascade business team will provide its assessment and recommendation (consent, conditional consent, or denial) to Mr. Okonkwo within the target timeframe.

Step 4 — Legal Analysis and Recommendation (Target: 1–2 business days). Based on the initial review, specialist input, and Cascade business team assessment, Mr. Okonkwo will prepare a concise written analysis and recommendation memorandum for Harrison Wexford's review. The memorandum will address: (a) the applicable SPA provisions; (b) whether the proposed action falls within the scope of the covenant and whether any exception applies; (c) the business rationale and commercial considerations; (d) any legal risks associated with granting or denying consent; (e) whether any conditions should be imposed on the consent; and (f) a recommended course of action (consent, conditional consent, or denial). Mr. Wexford will review the recommendation and provide his sign-off or request modifications.

Step 5 — Decision (Target: 1 business day). Elena Vasquez-Bright, in consultation with Harrison Wexford and Ted Langford (and, where appropriate, Rajiv Sundaram, Meg Alderton, or other Cascade personnel), will render Cascade's decision on the consent request. Ms. Vasquez-Bright's decision is final and binding on behalf of Cascade for purposes of the SPA. In the event of disagreement among the Cascade team members, Ms. Vasquez-Bright's determination shall control, subject to escalation to Ms. Alderton for matters of Board-level significance.

Step 6 — Response to NovaMart (within target response period). Following Ms. Vasquez-Bright's decision, Mr. Okonkwo will communicate Cascade's decision in writing to Simone Adesanya and Amanda Trevino. The written response will take the form of a formal consent letter (for grants and conditional grants) or a formal denial letter (for denials), as described in Section IV.D below. Templates for each form of response are attached as Appendices C and D.

C. Target Response Times

To fulfill Cascade's obligation under the SPA that its consent not be unreasonably withheld, conditioned, or delayed, the following target response times will be observed. These targets are measured from the date of receipt by C&H of a complete consent request (i.e., a request containing all required information as described in Section IV.A above).

• Routine / Low-Impact Requests: Five (5) business days from receipt of a complete request. This category includes consent requests involving straightforward, ordinary-course matters with limited financial impact and no material legal complexity.

• Time-Sensitive / Urgent Requests: Three (3) business days from receipt of a complete request, with expedited internal review. This category applies where NovaMart has identified a legitimate need for expedited consideration, such as a pending contractual deadline, a time-limited business opportunity, or an imminent regulatory filing deadline. C&H and the Cascade team will make commercially reasonable efforts to accommodate urgent requests within this timeframe.

• Highly Complex / Material Requests: Up to ten (10) business days from receipt of a complete request. This category applies where the consent request involves significant financial exposure, complex legal issues, multiple affected SPA provisions, or the need for extended specialist consultation (e.g., complex tax structuring questions or antitrust-sensitive competitive conduct). Where a request falls into this category, Mr. Okonkwo will promptly notify NovaMart's counsel of the anticipated timeline and the reasons for the extended review period.

Important Note: The SPA standard of "not to be unreasonably withheld, conditioned, or delayed" is a covenant that applies to Cascade's exercise of its consent rights. Unreasonable delay in responding to a consent request could expose Cascade to claims by NovaMart or the Selling Stockholders that Cascade has breached its obligations under the SPA. Accordingly, the deal team should treat the target response times as maximum periods and should endeavor to respond sooner whenever practicable. In no event should a consent request remain unacknowledged for more than one business day; if a substantive response cannot be provided within the target timeframe, Mr. Okonkwo should communicate the status and expected timeline to NovaMart's counsel.

D. Documentation of Consents and Denials

All consent decisions — whether grants, conditional grants, or denials — must be documented in a formal written communication from Derek Okonkwo, on behalf of Cascade and C&H, to Simone Adesanya (with a copy to Amanda Trevino). Oral consents or approvals are not effective under the SPA, which requires "prior written consent."

Grants of Consent. Where Cascade elects to grant unconditional consent, the consent letter will identify the specific action consented to, reference the applicable SPA provision, and confirm that Cascade's consent is limited to the specific action described and does not constitute a waiver of any other covenant or right under the SPA. A template consent letter is attached as Appendix C.

Conditional Consents. Where Cascade elects to grant consent subject to conditions, the consent letter will clearly specify all conditions that must be satisfied as a prerequisite to the effectiveness of the consent. The conditional consent letter will require NovaMart's written acknowledgment of and agreement to the conditions before the consent becomes effective. Common conditions may include: (a) limits on the financial scope of the consented action; (b) requirements for NovaMart to provide additional information or reporting in connection with the action; (c) requirements to obtain related third-party consents; or (d) timing restrictions. A template for conditional consent is included in Appendix C.

Denials. Where Cascade elects to deny consent, the denial letter will include a brief statement of the basis for the denial, sufficient to demonstrate that Cascade's decision is reasonable under the SPA standard. The denial letter should not be so detailed as to create unnecessary legal exposure, but should provide sufficient specificity to defend against any subsequent claim of unreasonableness. A template denial letter is attached as Appendix D. All denial letters should be reviewed by Mr. Wexford before issuance.

Record-Keeping. All consent request correspondence, internal analyses, recommendation memoranda, and formal consent or denial letters will be maintained in the C&H deal file and logged in the Interim Covenant Compliance Log. Ms. Rosenthal is responsible for ensuring that the log is current and that all documentation is properly filed.

V. REPORTING AND INFORMATION FLOW

Effective monitoring of NovaMart's covenant compliance during the Interim Period depends on a robust and predictable flow of information from NovaMart to Cascade and from C&H to the Cascade internal team. This Section describes the periodic reporting obligations to be requested from NovaMart, the internal reporting procedures within the Cascade and C&H deal teams, and the integration of covenant compliance monitoring with the broader closing conditions tracking process.

A. NovaMart Periodic Reporting Obligations

SPA Section 6.02 requires NovaMart to provide Cascade and its representatives with reasonable access to NovaMart's properties, books, records, and personnel during the Interim Period, subject to reasonable confidentiality safeguards and the limitations set forth in the Clean Team / Antitrust Protocol Agreement. Building on this contractual right, the deal team intends to request the following periodic reporting from NovaMart during the Interim Period. Mr. Okonkwo will coordinate with Ms. Adesanya to confirm NovaMart's agreement to this reporting schedule and to establish the format and delivery mechanisms for each report.

1. Monthly Financial Package. NovaMart shall deliver unaudited monthly financial statements, consisting of a consolidated income statement, balance sheet, and cash flow statement, within twenty (20) calendar days of the end of each calendar month. These financial statements are to be prepared in accordance with GAAP applied on a basis consistent with NovaMart's historical financial reporting practices, and shall be delivered by Doug Whitfield (NovaMart CFO) to Rajiv Sundaram (Cascade CFO) and Derek Okonkwo (C&H). The monthly financial package should include a management discussion and analysis narrative identifying any significant variances from budget or prior-period performance, any unusual or non-recurring items, and any trends or developments material to NovaMart's financial condition.

2. Monthly Working Capital Estimate. Together with or as part of the monthly financial package, NovaMart shall deliver a preliminary net working capital calculation prepared in accordance with the Working Capital Methodology Agreement attached as an exhibit to the SPA. This calculation should be presented against the $78,500,000 target, with a line-by-line variance analysis identifying the principal drivers of any deviation from the target. The purpose of this monthly estimate is to track the trajectory of NovaMart's net working capital and to provide early warning of any trend toward a breach of the $5,000,000 collar (i.e., net working capital falling below $73,500,000 or rising above $83,500,000), which would trigger a true-up adjustment at closing.

3. Monthly Operations Report. NovaMart shall deliver a monthly operations report summarizing key business metrics, including: (a) gross merchandise value ("GMV"); (b) number of active sellers; (c) number of registered buyers; (d) fulfillment center utilization rates (by facility); (e) customer acquisition and retention metrics; and (f) any material operational developments, including service disruptions, logistics issues, marketplace policy changes, or other events that could affect business performance. This report should be delivered within twenty (20) calendar days of month-end, concurrently with the monthly financial package.

4. Biweekly Covenant Compliance Certificate. On a biweekly basis (i.e., every two weeks), Amanda Trevino (or Simone Adesanya on behalf of NovaMart) shall deliver an informal written confirmation to Derek Okonkwo and Elena Vasquez-Bright certifying that: (a) NovaMart has not taken, and does not currently intend to take, any action requiring Cascade's consent under SPA Section 6.01 for which consent has not been sought or obtained; and (b) NovaMart is not aware of any event or circumstance that could reasonably be expected to give rise to a breach of any interim operating covenant or any other covenant under the SPA. If any such action is contemplated or any such event or circumstance exists, the certificate shall include a description of the proposed action, event, or circumstance with sufficient detail to permit Cascade to evaluate the matter.

5. Prompt Notice of Material Developments. NovaMart shall provide immediate notice (within 24 hours of the occurrence or discovery of the relevant event) to Derek Okonkwo and Elena Vasquez-Bright of any event, occurrence, or development that: (a) could reasonably be expected to constitute or give rise to a Material Adverse Effect (as defined in the SPA); (b) could give rise to a breach of any representation or warranty of NovaMart under the SPA; (c) is required to be noticed under any specific provision of the SPA (including, without limitation, notices of litigation, governmental investigations, regulatory proceedings, or contract defaults); or (d) otherwise is material to NovaMart's business, financial condition, or operations. This prompt-notice obligation is in addition to, and not in lieu of, NovaMart's obligations under any specific notice provision of the SPA.

B. C&H Internal Reporting to Cascade

The following internal reporting mechanisms will be implemented to ensure that the Cascade team is kept fully informed of all covenant compliance developments during the Interim Period:

Weekly Status Call. Derek Okonkwo will participate in (or lead, as appropriate) a weekly conference call with Elena Vasquez-Bright, Ted Langford, and Rajiv Sundaram. The purpose of the weekly call is to review the following matters:

• Outstanding and recently resolved consent requests, including the status of any pending requests and any issues or concerns arising from recently processed requests.

• NovaMart's financial and operational trends, based on the most recently available monthly financial package, working capital estimate, and operations report.

• Any covenant compliance concerns, including any actions taken by NovaMart without consent, any potential breaches, or any emerging patterns or trends that warrant attention.

• The status of change of control consent solicitations, cross-referencing the Change of Control Consent Tracker for the approximately 34 identified contracts.

• HSR/antitrust clearance updates, including the status of the DOJ Second Request response and any developments in the clearance process. Howard Bellamy or Gabriela Montoya (Whitfield & Crane LLP) will join the weekly call as needed to provide updates on antitrust matters.

• Financing readiness updates. Although the SPA contains no financing condition, the deal team should monitor the readiness of Cascade's financing sources to fund the closing, including the $750,000,000 Term Loan B (Commitment Letter Reference CL-2025-0515-CRNB, dated May 15, 2025) from Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc., the $200,000,000 revolver draw, and the $250,000,000 of cash on hand. Any NovaMart developments (e.g., a Material Adverse Effect or material litigation) that could trigger flex or market MAC provisions in the commitment letter should be flagged immediately.

• Any other matters affecting closing conditions, risk areas, or deal strategy.

Biweekly Written Summary. Derek Okonkwo and Tiffany Rosenthal will prepare a biweekly written summary memorandum for internal circulation to the full deal team (including all individuals listed in Sections III.A and III.B above). The biweekly summary will cover: (a) all covenant compliance monitoring activity during the preceding two-week period; (b) a summary of all consent requests received, processed, and outstanding; (c) key observations regarding NovaMart's financial performance, operational trends, and business developments; and (d) any emerging issues, risk areas, or recommended actions. The biweekly summary should be distributed within two business days of the end of each two-week reporting period.

Integration with Closing Conditions Status Tracker. All covenant compliance information generated through the monitoring protocol will feed into the Closing Conditions Status Tracker and Update Memorandum, which is maintained by the deal team and tracks the satisfaction (or non-satisfaction) of all conditions precedent to closing under SPA Article VII. The covenant compliance monitoring protocol is one component of the broader closing conditions tracking process; Mr. Okonkwo and Ms. Rosenthal will coordinate with the team members responsible for the Closing Conditions Status Tracker to ensure that all relevant information is captured and reported in a consistent and timely manner.

VI. INTERIM COVENANT COMPLIANCE LOG

Tiffany Rosenthal will maintain a running Interim Covenant Compliance Log in spreadsheet format (a template is attached as Appendix B). The log will serve as the central repository for tracking all consent requests received from NovaMart during the Interim Period, together with the associated review, analysis, and decision-making activity. The log will be updated in real time as events occur and will be shared with the full deal team on a weekly basis (or more frequently as warranted by deal activity).

The log will contain the following fields for each consent request:

The Interim Covenant Compliance Log is a privileged and confidential attorney work product document and should not be shared outside the deal team without the approval of Mr. Wexford or Ms. Vasquez-Bright.

VII. ANTITRUST CONSIDERATIONS DURING THE INTERIM PERIOD

The intersection between Cascade's contractual rights under SPA Section 6.01 and the antitrust laws governing pre-closing conduct is a matter of significant importance throughout the Interim Period. This Section addresses the antitrust constraints on Cascade's exercise of its consent rights and provides guidelines for the deal team to minimize gun-jumping risk while effectively protecting Cascade's interests.

The Clean Team / Antitrust Protocol Agreement dated February 18, 2025 (the "Antitrust Protocol"), which was negotiated and executed by the parties prior to signing, remains in full force and effect during the Interim Period. The Antitrust Protocol governs the exchange of competitively sensitive information between Cascade and NovaMart, establishes clean team procedures, and sets forth guidelines for pre-closing conduct. All members of the deal team should be familiar with the Antitrust Protocol and should consult it before engaging in any communications with NovaMart personnel regarding competitively sensitive matters.

Gun-Jumping Concerns. Under the HSR Act and applicable case law, the parties to a pending acquisition may not consummate the transaction — or effectively transfer beneficial ownership of, or operational control over, the target business — prior to the expiration or early termination of the HSR Act waiting period (or, where a Second Request has been issued, prior to the expiration of the extended waiting period or receipt of clearance). While Cascade has legitimate contractual consent rights over NovaMart's interim operations under SPA Section 6.01, Cascade must not exercise operational control over NovaMart's day-to-day business prior to closing. The line between legitimate protection of the value of the acquisition target (which is permissible) and premature assumption of control over the target's competitive conduct (which is gun-jumping and is impermissible) must be carefully maintained.

The following guidelines should be observed by all members of the Cascade and C&H deal teams:

• Review of Financial Information. Cascade personnel (including Ted Langford and Rajiv Sundaram) may review NovaMart's financial information, business metrics, and proposed actions for the purpose of evaluating consent requests and monitoring the value of the acquisition target. Such review is a legitimate exercise of Cascade's contractual rights and is generally permissible under the antitrust laws, provided that it does not cross the line into directing NovaMart's competitive behavior.

• No Direction of Competitive Conduct. Cascade personnel may not direct, instruct, or influence NovaMart's pricing decisions, marketing strategies, competitive positioning, customer or seller acquisition tactics, product development roadmap, advertising strategies, or terms of sale to marketplace customers or sellers. Consent decisions should be framed in terms of protecting the value of the acquisition target — not in terms of directing NovaMart's competitive strategy or coordinating competitive behavior between Cascade's CascadeDirect.com platform and NovaMart's marketplace.

• Consultation on Competitively Sensitive Requests. Howard Bellamy and Gabriela Montoya (Whitfield & Crane LLP) must be consulted on any consent request that could implicate competitive conduct, including (without limitation) requests involving: (a) changes to NovaMart's marketplace seller fee structure; (b) changes to advertising pricing or revenue share terms; (c) entry into new product categories that could overlap with Cascade's existing product lines; (d) competitive bidding or procurement actions that could involve Cascade counterparties; and (e) any other matter where the exercise of Cascade's consent right could be characterized as directing NovaMart's competitive behavior.

• Channeling of Communications. All communications between Cascade and NovaMart regarding operations, business performance, and competitive matters should be channeled through the designated contacts identified in Sections III.A through III.C above and should be reviewed by C&H when they involve competitively sensitive information. Ad hoc communications between Cascade and NovaMart operating personnel should be avoided unless specifically authorized by C&H and consistent with the Antitrust Protocol.

DOJ Second Request Coordination. Any operational information shared with Cascade during the Interim Period, including information provided in connection with consent requests, must be evaluated for Second Request document production implications. Documents exchanged between Cascade and NovaMart during the Interim Period may be responsive to the DOJ's Second Request and could be subject to production obligations. Howard Bellamy will coordinate with Gabriela Montoya at Whitfield & Crane LLP on privilege preservation, work product considerations, and the identification of any Interim Period documents that may be responsive to the Second Request. All deal team members should be mindful that written communications regarding NovaMart's operations, competitive strategy, and market position may be reviewed by DOJ staff and should be drafted accordingly.

VIII. ESCALATION PROCEDURES

The routine consent request process described in Section IV above is designed to handle the majority of covenant compliance matters during the Interim Period. However, certain events and circumstances require immediate escalation beyond the routine process. This Section identifies the escalation triggers and describes the escalation path to be followed when such events occur.

A. Escalation Triggers

The following situations require immediate escalation, meaning that Mr. Okonkwo (or any member of the deal team who becomes aware of the triggering event) should immediately notify Mr. Wexford and Ms. Vasquez-Bright by telephone and follow up with a written email summary within the same business day:

1. Unauthorized Actions. Any action taken by NovaMart without first obtaining Cascade's required consent under SPA Section 6.01, constituting a potential breach of the SPA.

2. Potential Material Adverse Effect. Any event, occurrence, condition, or development that could reasonably be expected to constitute a Material Adverse Effect on NovaMart, as defined in the SPA. Examples include significant customer losses, material regulatory actions, catastrophic operational disruptions, or adverse financial d

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
MEMORANDUM
FROM: Derek Okonkwo, Lead Associate, Mergers & Acquisitions Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
TO: Harrison Wexford, Responsible Partner, M&A, Calderwood & Harkness LLP Elena Vasquez-Bright, General Counsel, Cascade Retail Holdings Inc. Theodore "Ted" Langford, SVP, Corporate Development, Cascade Retail Holdings Inc.
CC: Tiffany Rosenthal, Working Associate, M&A, Calderwood & Harkness LLP Beatrice Holloway, Billing Partner, M&A, Calderwood & Harkness LLP Rajiv Sundaram, CFO, Cascade Retail Holdings Inc.
DATE: May 22, 2025
RE: Protocol for Monitoring NovaMart Global Inc.'s Compliance with Interim Operating Covenants — SPA Section 6.01 (Signing to Closing)
MATTER: Cascade Retail Holdings Inc. — Acquisition of NovaMart Global Inc.
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I. PURPOSE AND BACKGROUND
This memorandum establishes the internal protocol for Calderwood & Harkness LLP ("C&H") and Cascade Retail Holdings Inc. ("Cascade" or "CRH") to monitor NovaMart Global Inc.'s ("NovaMart" or the "Company") compliance with the interim operating covenants set forth in Section 6.01 of the Stock Purchase Agreement dated May 20, 2025 (the "SPA") during the period between signing and closing (the "Interim Period"). The purpose of this protocol is to ensure that Cascade systematically and effectively exercises its contractual rights to monitor and consent to NovaMart's operations during the Interim Period, thereby protecting the value of the acquisition target, preserving closing conditions, and positioning Cascade to identify and address any covenant compliance issues promptly.
The SPA was executed on May 20, 2025, between Cascade (as Buyer), NovaMart (as the Company), and the Selling Stockholders. The Selling Stockholders consist of Ridgeline Equity Partners, LP (holding approximately 41.2% of the outstanding capital stock), Brindoval Ventures Fund III, LP (holding approximately 22.8%), Julian Reeves (holding approximately 18.5%), Priya Narasimhan (holding approximately 8.3%), and other management and employee stockholders (collectively holding approximately 9.2%). The transaction is structured as an all-cash stock purchase of 100% of NovaMart's outstanding capital stock at an aggregate purchase price of $1,200,000,000 (the "Purchase Price"), subject to customary adjustments for net working capital, indebtedness, cash, and transaction expenses as set forth in SPA Article II.
The targeted closing date is October 15, 2025, with an outside date (beyond which either party may terminate the SPA if closing has not occurred, subject to certain conditions) of December 31, 2025. The principal remaining condition precedent to closing is the receipt of antitrust clearance from the United States Department of Justice ("DOJ") under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). A Second Request was issued by the DOJ on May 8, 2025, and the deal team anticipates substantial compliance with the Second Request by approximately August 2025, with clearance expected in the September–October 2025 timeframe. As a result, the Interim Period may extend five to seven months from signing to closing, making robust, disciplined compliance monitoring critical to the successful consummation of the transaction.
NovaMart is a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701. The Company operates an online marketplace platform that, as of its most recently completed fiscal year ended December 31, 2024, supported approximately 62,400 active sellers, 9.1 million registered buyers, and generated gross merchandise value ("GMV") of approximately $6.2 billion. NovaMart employs approximately 2,400 full-time and part-time employees and operates 14 fulfillment centers across nine states through its proprietary NovaShip logistics network. NovaMart's FY2024 consolidated financial results include revenue of approximately $891 million and adjusted EBITDA of approximately $134 million.
Seller's outside counsel in connection with the transaction is Calloway, Brandt & Loewe LLP, 600 Travis Street, Suite 4500, Houston, Texas 77002. Richard Calloway serves as lead partner and Simone Adesanya serves as associate lead for the Selling Stockholders and NovaMart in connection with all post-signing matters, including interim covenant compliance.
This memorandum should be read in conjunction with, and is intended to complement, the following related deal workstream documents maintained by the C&H and Cascade deal teams: (a) the Closing Conditions Status Tracker and Update Memorandum, which tracks the satisfaction of all conditions precedent to closing under SPA Article VII; and (b) the Change of Control Consent Tracker, which monitors the status of consent solicitations under the approximately 34 identified NovaMart contracts containing change of control provisions. Cross-references to these and other related deal documents are provided throughout this memorandum and summarized in Appendix F.
II. OVERVIEW OF SPA SECTION 6.01 — INTERIM OPERATING COVENANTS
This Section provides a detailed summary of the interim operating covenants set forth in SPA Section 6.01, which govern the conduct of NovaMart's business during the Interim Period. These covenants are a critical component of the SPA's closing condition architecture: under SPA Section 7.02(a), it is a condition to Cascade's obligation to close that NovaMart shall have performed and complied in all material respects with all covenants and agreements required to be performed by it under the SPA, including those set forth in Section 6.01. Accordingly, monitoring compliance with these covenants is not merely a matter of contractual best practice — it is essential to Cascade's ability to assess whether its closing conditions have been satisfied and, if they have not, to exercise its remedies under the SPA (including, in an appropriate case, its right to terminate the SPA or to assert indemnification claims).
A. General Standard — Conduct of Business in the Ordinary Course
SPA Section 6.01(a) establishes the overarching standard governing NovaMart's conduct during the Interim Period. The Company is required to conduct its business in the ordinary course of business consistent with past practice in all material respects. This formulation imposes a dual requirement: NovaMart must both (i) operate its business in the ordinary course and (ii) do so consistent with past practice. The "in all material respects" qualifier provides a degree of flexibility, but does not excuse departures from ordinary course conduct that are material to the business, operations, assets, or financial condition of NovaMart and its subsidiaries, taken as a whole.
In addition to the ordinary course standard, Section 6.01(a) requires NovaMart to use commercially reasonable efforts to: (i) preserve its business organization intact; (ii) maintain existing relationships with key customers, marketplace sellers, suppliers, and employees; and (iii) keep in force all existing insurance policies (or obtain comparable replacement policies). These affirmative obligations complement the specific negative covenants discussed below and establish a baseline expectation that NovaMart will actively steward its business — and the value that Cascade has contracted to acquire — throughout the Interim Period.
B. Specific Negative Covenants (Actions Requiring Cascade's Prior Written Consent)
Section 6.01(b) of the SPA enumerates specific categories of actions that NovaMart may not take during the Interim Period without Cascade's prior written consent. Except where otherwise expressly indicated in the SPA, the consent standard applicable to these covenants is that Cascade's consent shall not be unreasonably withheld, conditioned, or delayed. As discussed in greater detail in Section IV of this memorandum, this standard imposes a reciprocal obligation on Cascade to respond to consent requests promptly and in good faith.
The following is a summary of each major category of restricted action under Section 6.01(b). For convenience of reference, a detailed section-by-section chart is attached as Appendix A to this memorandum.
1. Charter and Organizational Documents (Section 6.01(b)(i)). NovaMart shall not, without Cascade's prior written consent, amend, modify, or restate its certificate of incorporation, bylaws, or other organizational documents, or amend, modify, or restate the organizational documents of any subsidiary of NovaMart. This covenant preserves the corporate governance structure of the Company through closing and prevents any changes to share rights, voting provisions, or other organizational terms that could affect the transaction.
2. Equity Issuances and Capitalization Changes (Section 6.01(b)(ii)). NovaMart shall not, without Cascade's prior written consent: (a) issue, sell, grant, pledge, or otherwise dispose of or encumber any equity securities of NovaMart or any subsidiary, including shares of capital stock, membership interests, partnership interests, options, warrants, convertible instruments, or other rights to acquire equity securities; (b) declare, set aside, or pay any dividend or other distribution (whether in cash, stock, property, or otherwise) on any shares of capital stock of NovaMart or any subsidiary; (c) redeem, repurchase, or otherwise acquire any outstanding shares of capital stock, or any options, warrants, or other equity-linked instruments; or (d) effect any stock split, reverse stock split, reclassification, recapitalization, or similar change in the capitalization of NovaMart or any subsidiary. This covenant is essential to preserving the capital structure that Cascade is acquiring and preventing dilution, leakage, or structural changes prior to closing.
3. Indebtedness (Section 6.01(b)(iii)). NovaMart shall not, without Cascade's prior written consent, incur, assume, guarantee, or otherwise become liable for any indebtedness for borrowed money, or issue any debt securities or guarantees. This covenant is subject to a carve-out for ordinary-course borrowings under NovaMart's existing $150,000,000 revolving credit facility with Ashford Savings Bank, N.A. (the "Ashford Facility"), provided that such borrowings remain within the existing facility limits and do not violate any covenant under the Ashford credit agreement. As discussed in Section IX.D below, the Ashford Facility is expected to be repaid and terminated at closing, and monitoring of borrowings and compliance under that facility during the Interim Period is a priority item.
4. Liens and Encumbrances (Section 6.01(b)(iv)). NovaMart shall not, without Cascade's prior written consent, create, incur, or permit to exist any lien, pledge, security interest, mortgage, charge, or other encumbrance on any material asset of NovaMart or any subsidiary, other than permitted liens (as defined in the SPA). This covenant protects the asset base that Cascade is acquiring and ensures that NovaMart's assets remain unencumbered through closing.
5. Acquisitions and Dispositions (Section 6.01(b)(v)). NovaMart shall not, without Cascade's prior written consent, acquire or dispose of any business, entity, division, or material assets (whether by merger, consolidation, stock purchase, asset purchase, or otherwise), other than sales of inventory in the ordinary course of business consistent with past practice. This covenant prevents NovaMart from materially altering its business scope or asset base during the Interim Period.
6. Capital Expenditures (Section 6.01(b)(vi)). NovaMart shall not, without Cascade's prior written consent, make or commit to make capital expenditures in excess of the thresholds set forth in the SPA schedules. This covenant is to be read in conjunction with NovaMart's approved FY2025 capital budget, a copy of which is included in the SPA disclosure schedules. Capital expenditures within the approved budget that do not exceed the per-project and aggregate thresholds specified in the SPA may be made without consent; expenditures above those thresholds require Cascade's prior written consent.
7. Material Contracts (Section 6.01(b)(vii)). NovaMart shall not, without Cascade's prior written consent, enter into, materially amend, modify, terminate, or waive any material right under any material contract (as defined in the SPA), or any contract that, if entered into, would constitute a material contract. This restriction applies with particular force to contracts with NovaMart's key counterparties, including but not limited to Pinnacle Cloud Solutions Inc. (cloud hosting and infrastructure), Redline Freight Corp. (freight and third-party logistics), Arcwave Software LLC (search algorithm technology license), Stratton Digital Media Inc. (advertising and revenue share), PayStream Financial Technologies Inc. (payment processing and settlement), and Congress Tower Partners LP (Austin headquarters lease). It also applies to any new contract with an annual value exceeding the dollar threshold specified in the SPA. The deal team should maintain particular vigilance regarding contracts that are the subject of change of control consent solicitations.
8. Employment Matters (Section 6.01(b)(viii)). NovaMart shall not, without Cascade's prior written consent: (a) hire any employee at or above a specified base salary level; (b) terminate the employment of any key employee (as defined in the SPA or identified in the disclosure schedules); (c) grant any material increase in base salary, bonus opportunity, or benefits to any current or prospective employee; (d) enter into, amend, or terminate any employment agreement, severance agreement, retention agreement, or change of control agreement; or (e) accelerate the vesting or exercisability of any stock option, restricted stock award, or other equity award. These restrictions are subject to exceptions for (i) ordinary-course annual merit increases consistent with past practice and (ii) new hires at below-threshold salary levels to fill vacancies arising in the ordinary course. Monitoring compliance with these covenants is critical both to workforce stability and to the integrity of the $18,000,000 retention pool discussed in Section IX.B below.
9. Employee Benefit Plans (Section 6.01(b)(ix)). NovaMart shall not, without Cascade's prior written consent, establish, adopt, materially amend, or terminate any employee benefit plan, including the NovaMart 401(k) Plan, the NovaMart Stock Option Plan, or any health, welfare, or fringe benefit plan, except as required by applicable law or regulation (including, without limitation, changes required to maintain compliance with the Internal Revenue Code, ERISA, or the Affordable Care Act).
10. Tax Matters (Section 6.01(b)(x)). NovaMart shall not, without Cascade's prior written consent: (a) file, amend, or revoke any material tax election; (b) settle or compromise any material tax claim, assessment, or audit; (c) change any accounting method for tax purposes; or (d) enter into any closing agreement or similar arrangement with any taxing authority. This covenant is to be read in conjunction with the more detailed pre-closing tax covenants set forth in SPA Section 6.09 and the Pre-Closing Tax Covenant Compliance Checklist prepared by Sylvia Hartwell. All consent requests involving tax matters are to be routed to Ms. Hartwell for specialist review.
11. Litigation (Section 6.01(b)(xi)). NovaMart shall not, without Cascade's prior written consent, commence any material litigation, arbitration, or governmental proceeding, or settle, compromise, or consent to any judgment in any pending or threatened litigation, arbitration, or governmental proceeding, where the amount in controversy exceeds the threshold specified in the SPA or where the settlement or judgment would involve any non-monetary relief (including injunctive relief, consent decrees, or restrictions on business operations).
12. Accounting Policies (Section 6.01(b)(xii)). NovaMart shall not, without Cascade's prior written consent, change any material accounting method, principle, or practice, other than changes required by changes in generally accepted accounting principles ("GAAP") as issued or adopted by the Financial Accounting Standards Board.
13. Real Property (Section 6.01(b)(xiii)). NovaMart shall not, without Cascade's prior written consent, enter into, materially amend, or terminate any real property lease, including the leases for the 14 NovaShip fulfillment centers and the Austin headquarters lease with Congress Tower Partners LP. Real property is a significant operational asset for NovaMart, and changes to lease terms, locations, or commitments could materially affect both operations and the financial profile of the business.
14. Intellectual Property (Section 6.01(b)(xiv)). NovaMart shall not, without Cascade's prior written consent, abandon, sell, assign, transfer, or grant an exclusive license to any material intellectual property, including the NovaMart and NovaShip trademarks, patents, trade secrets, domain names, and the technology license with Arcwave Software LLC. This covenant also covers any action that could impair NovaMart's rights in or to material intellectual property. Given the technology-intensive nature of NovaMart's marketplace platform, this covenant warrants particularly close attention.
15. Insurance (Section 6.01(b)(xv)). NovaMart shall not, without Cascade's prior written consent, cancel, materially reduce, or fail to renew any existing material insurance coverage. NovaMart is required to maintain its current insurance program (or obtain substantially comparable replacement coverage) throughout the Interim Period.
16. Data Privacy and Cybersecurity (Section 6.01(b)(xvi)). NovaMart shall not, without Cascade's prior written consent, make any material changes to its data privacy policies, terms of service, or cybersecurity practices that would affect the personal data of its 9.1 million registered buyers or the 62,400 active sellers on the NovaMart marketplace. In light of the increasing regulatory focus on data privacy (including state consumer privacy laws in California, Virginia, Colorado, and elsewhere), any proposed changes in this area must be carefully reviewed for legal and operational implications.
17. Affiliate Transactions (Section 6.01(b)(xvii)). NovaMart shall not, without Cascade's prior written consent, enter into any transaction or arrangement with any affiliate, stockholder, officer, or director of NovaMart outside the ordinary course of business consistent with past practice. This covenant is designed to prevent value leakage to related parties during the Interim Period and to ensure that all related-party transactions are conducted at arm's length and on terms consistent with past practice.
18. Agreements to Take Restricted Actions (Section 6.01(b)(xviii)). NovaMart shall not, without Cascade's prior written consent, enter into any agreement, commitment, or understanding (whether oral or written, binding or non-binding) to take any of the actions described in Sections 6.01(b)(i) through (b)(xvii). This "anti-bootstrapping" provision is designed to prevent NovaMart from committing to restricted actions (e.g., signing a letter of intent or term sheet) without obtaining Cascade's consent, even if the restricted action itself has not yet been consummated.
C. Affirmative Covenants
In addition to the negative covenants described above, SPA Section 6.01 imposes certain affirmative obligations on NovaMart during the Interim Period. These affirmative covenants are designed to ensure that NovaMart actively maintains and preserves the value of its business, operations, and assets through closing. The principal affirmative covenants include the following:
• Maintenance of Books and Records. NovaMart shall maintain its books, records, and accounts in accordance with past practice and in compliance with applicable law and GAAP.
• Timely Filing of Tax Returns and Payment of Taxes. NovaMart shall timely prepare and file all tax returns required to be filed by NovaMart or any subsidiary, and shall timely pay all taxes that are due and payable, in each case in accordance with past practice and applicable law. This obligation is coordinated with the more specific pre-closing tax covenants in SPA Section 6.09.
• Maintenance of Permits, Licenses, and Governmental Authorizations. NovaMart shall maintain in full force and effect all material permits, licenses, certifications, and governmental authorizations required for the conduct of its business as currently conducted.
• Preservation of the NovaShip Logistics Network. NovaMart shall preserve and maintain the NovaShip logistics network, including the Company's 14 fulfillment centers located across California (3 facilities), New Jersey (2 facilities), Georgia (2 facilities), Ohio (1 facility), Illinois (1 facility), Pennsylvania (1 facility), Tennessee (1 facility), Florida (2 facilities), and Washington (1 facility). The operational integrity and capacity utilization of this network are material to the value of NovaMart's business.
• Cooperation with Change of Control Consent Solicitations. NovaMart shall use commercially reasonable efforts to cooperate with Cascade in obtaining change of control consents under the approximately 34 identified material contracts that contain change of control provisions. The Change of Control Consent Tracker maintained by the deal team identifies each such contract, the relevant consent provision, the status of solicitation efforts, and any counterparty issues.
• Cooperation with Access and Information Rights. NovaMart shall cooperate with Cascade's reasonable access and information rights under SPA Section 6.02, including providing Cascade and its representatives with reasonable access to NovaMart's properties, offices, books, records, and personnel, subject to the limitations set forth in the SPA (including the Clean Team / Antitrust Protocol Agreement).
D. Permitted Actions and Pre-Approved Exceptions
The negative covenants set forth in Section 6.01(b) are subject to certain express carve-outs and pre-approved exceptions. The following categories of actions are expressly permitted notwithstanding the restrictions described above:
• Actions Required by Applicable Law. NovaMart may take any action to the extent required by applicable law, regulation, or order of any governmental authority, provided that NovaMart provides prompt notice to Cascade of any such action and the legal basis therefor.
• Actions Specifically Contemplated by the SPA or Disclosure Schedules. NovaMart may take any action that is specifically contemplated by the terms of the SPA or that is set forth in the SPA disclosure schedules as a planned or anticipated action. The deal team should consult the disclosure schedules for any pre-approved capital expenditure projects, pending contract renewals, or other identified items.
• Ordinary-Course Inventory Purchases and Sales. NovaMart may purchase and sell inventory in the ordinary course of business consistent with past practice without obtaining Cascade's consent, provided that such transactions do not involve any material departure from NovaMart's historical purchasing or sales patterns.
• Payment of Obligations When Due. NovaMart may pay its debts, obligations, and liabilities in the ordinary course as they become due, in accordance with their terms and past practice.
• Actions for Which Cascade's Written Consent Has Been Obtained. NovaMart may take any action for which Cascade's prior written consent has been obtained in accordance with the procedures described in Section IV of this memorandum.
The deal team should carefully analyze each consent request against these carve-outs to confirm whether the proposed action falls within an express exception. Where a proposed action is arguably within a carve-out, C&H should document its analysis in writing and, where appropriate, communicate its position to NovaMart's counsel.
III. MONITORING PROTOCOL — ORGANIZATIONAL STRUCTURE AND RESPONSIBILITIES
Effective monitoring of NovaMart's covenant compliance during the Interim Period requires a clear organizational structure, well-defined responsibilities, and open lines of communication among the Cascade internal team, the C&H deal team, and NovaMart's designated contacts. This Section sets forth the roles and responsibilities of each team member involved in the monitoring protocol.
A. Cascade Internal Monitoring Team
The following members of Cascade's management team will serve as the internal monitoring team for purposes of this protocol:
Elena Vasquez-Bright, General Counsel, Cascade Retail Holdings Inc. Ms. Vasquez-Bright has overall oversight and final approval authority for all consent requests and covenant compliance decisions on behalf of Cascade. She is the ultimate decision-maker on behalf of Cascade for purposes of granting, conditioning, or denying consent to NovaMart's proposed actions under Section 6.01. Ms. Vasquez-Bright will coordinate with C&H and the Cascade business team to ensure that all consent decisions are made in a timely, well-informed, and legally supportable manner.
Theodore "Ted" Langford, SVP, Corporate Development, Cascade Retail Holdings Inc. Mr. Langford serves as the day-to-day business lead for monitoring NovaMart's operations during the Interim Period. He is the primary Cascade business contact for NovaMart's management team and will be responsible for evaluating the business rationale and operational implications of consent requests. Mr. Langford will also serve as Cascade's primary point of contact for integration planning activities that interface with the interim covenant compliance process, subject to the antitrust limitations discussed in Section VII.
Rajiv Sundaram, CFO, Cascade Retail Holdings Inc. Mr. Sundaram is responsible for the review of all financial information received from NovaMart during the Interim Period, including monthly financial statements, working capital estimates, and capital expenditure reports. He will assess the financial impact of consent requests, monitor NovaMart's net working capital trends relative to the $78,500,000 target and the $5,000,000 collar set forth in the SPA, and coordinate with Sandra Chiu (Whitmore & Paige LLP) on accounting and financial reporting matters.
Margaret "Meg" Alderton, CEO, Cascade Retail Holdings Inc. Ms. Alderton serves as the escalation contact for matters requiring Board-level attention or involving material business judgment decisions that exceed the scope of management's ordinary authority. Examples of matters that would be escalated to Ms. Alderton include potential Material Adverse Effect events, potential SPA breaches by NovaMart, and any matter that could give rise to a termination right under the SPA.
B. Calderwood & Harkness LLP Deal Team
The following C&H attorneys will serve on the deal team for purposes of interim covenant compliance monitoring:
Harrison Wexford, Responsible Partner, M&A. Mr. Wexford provides senior oversight of the monitoring protocol and all related legal advice. He is responsible for the escalation of material legal issues to Cascade's General Counsel and CEO, as well as for communication with Calloway, Brandt & Loewe LLP (specifically, Richard Calloway) on significant matters requiring partner-to-partner discussion. Mr. Wexford reviews and approves all C&H recommendations regarding consent requests prior to their submission to Cascade.
Derek Okonkwo, Lead Associate, M&A. Mr. Okonkwo is responsible for the day-to-day management of the monitoring protocol. He serves as the primary C&H contact for NovaMart's outside counsel (Simone Adesanya at Calloway, Brandt & Loewe LLP) on all covenant compliance and consent request matters. Mr. Okonkwo's responsibilities include: receiving and processing all consent requests; conducting or supervising initial legal review and analysis; coordinating specialist input; preparing written recommendations for Mr. Wexford's review; and communicating Cascade's consent decisions in writing to NovaMart's counsel. Mr. Okonkwo also leads (or participates in) the weekly status calls with the Cascade internal team described in Section V.B below.
Tiffany Rosenthal, Working Associate, M&A. Ms. Rosenthal provides direct support to Mr. Okonkwo in all aspects of the monitoring protocol. Her primary responsibility is the maintenance of the Interim Covenant Compliance Log described in Section VI below. Ms. Rosenthal also coordinates specialist input from tax, antitrust, employment, and other practice groups as needed and assists in the preparation of the biweekly written summary memos described in Section V.B.
Sylvia Hartwell, Tax Specialist Partner. Ms. Hartwell provides specialist review and input on any consent request or covenant issue involving tax matters under SPA Section 6.01(b)(x) or SPA Section 6.09. She also maintains the Pre-Closing Tax Covenant Compliance Checklist, which tracks NovaMart's compliance with pre-closing tax obligations across all applicable jurisdictions (federal, state, and local).
Howard Bellamy, Antitrust Specialist Partner. Mr. Bellamy coordinates the evaluation of any operational issue that may have antitrust implications during the Interim Period, including compliance with the Clean Team / Antitrust Protocol Agreement dated February 18, 2025. He advises on gun-jumping risk, reviews competitively sensitive consent requests, and coordinates with Gabriela Montoya at Whitfield & Crane LLP (outside antitrust counsel) on DOJ Second Request matters and antitrust clearance strategy.
C. NovaMart Counterparts
The following individuals have been designated as NovaMart's primary contacts for purposes of covenant compliance communications during the Interim Period:
Amanda Trevino, General Counsel, NovaMart Global Inc. Ms. Trevino is NovaMart's primary in-house legal contact for all covenant compliance matters. Together with NovaMart's outside counsel, she is responsible for preparing and submitting consent requests to Cascade and for providing the periodic reporting and compliance certifications described in Section V.A below.
Douglas "Doug" Whitfield, CFO, NovaMart Global Inc. Mr. Whitfield is NovaMart's primary contact for financial information and reporting, including the monthly financial packages, working capital estimates, and operations reports described in Section V.A.
Julian Reeves, CEO, NovaMart Global Inc. Mr. Reeves is available as an escalation contact for significant business decisions during the Interim Period. Communications with Mr. Reeves should be channeled through Ms. Trevino or NovaMart's outside counsel in the first instance, with direct communication reserved for matters of appropriate significance.
Simone Adesanya, Associate Lead, Calloway, Brandt & Loewe LLP. Ms. Adesanya is the primary outside counsel contact for NovaMart and the Selling Stockholders in connection with consent requests and covenant compliance matters. All consent requests and formal covenant-related communications should be directed to Ms. Adesanya (with a copy to Ms. Trevino), and all C&H formal responses should be directed to Ms. Adesanya.
IV. CONSENT REQUEST PROCEDURES
The following procedures govern the process by which NovaMart submits requests for Cascade's consent to take actions restricted under SPA Section 6.01, the internal review and analysis process conducted by C&H and the Cascade team, the target response times for consent decisions, and the documentation of consent decisions. The goal of these procedures is to ensure that Cascade exercises its consent rights in a systematic, well-documented, and timely manner consistent with its obligations under the SPA, while thoroughly evaluating each request to protect Cascade's interests.
A. Submission of Consent Requests by NovaMart
All requests by NovaMart for Cascade's consent to take any action restricted under SPA Section 6.01 must be submitted in writing. Email is an acceptable form of submission. Each consent request must be submitted by Amanda Trevino (NovaMart General Counsel) or Simone Adesanya (Calloway, Brandt & Loewe LLP) and must be directed to Derek Okonkwo (C&H) and Elena Vasquez-Bright (Cascade General Counsel). Requests submitted to other members of the deal team or to Cascade personnel other than Ms. Vasquez-Bright will not be treated as formally submitted until they have been confirmed in writing to Mr. Okonkwo and Ms. Vasquez-Bright through the designated channels.
Each consent request must include the following information in sufficient detail to permit a thorough evaluation:
1. Description of Proposed Action. A specific and detailed description of the proposed action for which consent is being sought, including the identity of all parties involved, the material terms of any proposed agreement or arrangement, and the expected timeline for the action.
2. Applicable SPA Provision. Identification of the specific subsection(s) of SPA Section 6.01(b) under which Cascade's consent is required, together with an explanation of why the proposed action falls within the scope of the applicable covenant (and, where applicable, why it does not fall within a permitted exception or carve-out).
3. Business Rationale. A clear statement of the business rationale for the proposed action, including why NovaMart believes the action is necessary or desirable, what consequences may result from not taking the action, and how the action relates to NovaMart's ordinary course of business.
4. Proposed Timing. The proposed date or timeline for the action, including any deadlines imposed by counterparties, regulatory requirements, or market conditions that may affect the urgency of the request.
5. Financial Impact. A quantification of any financial impact of the proposed action, including its impact on NovaMart's revenue, EBITDA, cash flow, indebtedness, and — critically — its impact on NovaMart's net working capital relative to the $78,500,000 target specified in the SPA. Where the financial impact is material, supporting financial analysis or projections should be included.
6. Supporting Documentation. Copies of all relevant agreements, term sheets, letters of intent, correspondence, financial analyses, or other documentation relating to the proposed action.
7. Related Consent or Third-Party Approval Implications. Identification of any related change of control consent requirements, third-party approvals, governmental filings, or other implications that may arise from the proposed action, including any impact on contracts included in the Change of Control Consent Tracker.
Incomplete consent requests will be returned to NovaMart's counsel with a request for supplemental information. The target response periods described in Section IV.C below commence upon receipt of a complete consent request, not upon receipt of an incomplete request. C&H will use reasonable efforts to identify any deficiencies in a consent request within one business day of receipt and to promptly notify NovaMart's counsel of the information needed to complete the request.
B. C&H Review and Analysis Process
Upon receipt of a consent request that C&H has confirmed to be complete, the following review and analysis process will be followed:
Step 1 — Initial Review (Target: 1 business day). Derek Okonkwo and Tiffany Rosenthal will conduct an initial review of the consent request to: (a) confirm that the request contains all required information and documentation; (b) identify the applicable SPA provisions and any relevant carve-outs or exceptions; (c) flag any obvious legal or commercial issues, including potential antitrust sensitivities; and (d) determine whether specialist consultation is required. Ms. Rosenthal will enter the request into the Interim Covenant Compliance Log and assign a sequential request number.
Step 2 — Specialist Consultation (if applicable; Target: 1–2 business days). Where the consent request involves tax matters, antitrust or competition law issues, employment law considerations, intellectual property questions, or other areas requiring specialist expertise, Mr. Okonkwo will promptly refer the request to the appropriate C&H specialist for review and input. Specifically: (a) tax-related requests will be referred to Sylvia Hartwell; (b) antitrust-sensitive requests will be referred to Howard Bellamy (and, as appropriate, to Gabriela Montoya at Whitfield & Crane LLP); and (c) other specialist matters will be routed to the appropriate C&H practice group lead. The specialist will provide a written assessment or verbal guidance within the target timeframe.
Step 3 — Business Review (Target: 1–2 business days). Mr. Okonkwo will forward the consent request, together with any preliminary legal observations and specialist input, to Ted Langford and Rajiv Sundaram at Cascade for business evaluation. The Cascade business team will assess the operational and financial implications of the proposed action, including its impact on NovaMart's go-forward business, working capital, integration planning, and any other relevant considerations. The Cascade business team will provide its assessment and recommendation (consent, conditional consent, or denial) to Mr. Okonkwo within the target timeframe.
Step 4 — Legal Analysis and Recommendation (Target: 1–2 business days). Based on the initial review, specialist input, and Cascade business team assessment, Mr. Okonkwo will prepare a concise written analysis and recommendation memorandum for Harrison Wexford's review. The memorandum will address: (a) the applicable SPA provisions; (b) whether the proposed action falls within the scope of the covenant and whether any exception applies; (c) the business rationale and commercial considerations; (d) any legal risks associated with granting or denying consent; (e) whether any conditions should be imposed on the consent; and (f) a recommended course of action (consent, conditional consent, or denial). Mr. Wexford will review the recommendation and provide his sign-off or request modifications.
Step 5 — Decision (Target: 1 business day). Elena Vasquez-Bright, in consultation with Harrison Wexford and Ted Langford (and, where appropriate, Rajiv Sundaram, Meg Alderton, or other Cascade personnel), will render Cascade's decision on the consent request. Ms. Vasquez-Bright's decision is final and binding on behalf of Cascade for purposes of the SPA. In the event of disagreement among the Cascade team members, Ms. Vasquez-Bright's determination shall control, subject to escalation to Ms. Alderton for matters of Board-level significance.
Step 6 — Response to NovaMart (within target response period). Following Ms. Vasquez-Bright's decision, Mr. Okonkwo will communicate Cascade's decision in writing to Simone Adesanya and Amanda Trevino. The written response will take the form of a formal consent letter (for grants and conditional grants) or a formal denial letter (for denials), as described in Section IV.D below. Templates for each form of response are attached as Appendices C and D.
C. Target Response Times
To fulfill Cascade's obligation under the SPA that its consent not be unreasonably withheld, conditioned, or delayed, the following target response times will be observed. These targets are measured from the date of receipt by C&H of a complete consent request (i.e., a request containing all required information as described in Section IV.A above).
• Routine / Low-Impact Requests: Five (5) business days from receipt of a complete request. This category includes consent requests involving straightforward, ordinary-course matters with limited financial impact and no material legal complexity.
• Time-Sensitive / Urgent Requests: Three (3) business days from receipt of a complete request, with expedited internal review. This category applies where NovaMart has identified a legitimate need for expedited consideration, such as a pending contractual deadline, a time-limited business opportunity, or an imminent regulatory filing deadline. C&H and the Cascade team will make commercially reasonable efforts to accommodate urgent requests within this timeframe.
• Highly Complex / Material Requests: Up to ten (10) business days from receipt of a complete request. This category applies where the consent request involves significant financial exposure, complex legal issues, multiple affected SPA provisions, or the need for extended specialist consultation (e.g., complex tax structuring questions or antitrust-sensitive competitive conduct). Where a request falls into this category, Mr. Okonkwo will promptly notify NovaMart's counsel of the anticipated timeline and the reasons for the extended review period.
Important Note: The SPA standard of "not to be unreasonably withheld, conditioned, or delayed" is a covenant that applies to Cascade's exercise of its consent rights. Unreasonable delay in responding to a consent request could expose Cascade to claims by NovaMart or the Selling Stockholders that Cascade has breached its obligations under the SPA. Accordingly, the deal team should treat the target response times as maximum periods and should endeavor to respond sooner whenever practicable. In no event should a consent request remain unacknowledged for more than one business day; if a substantive response cannot be provided within the target timeframe, Mr. Okonkwo should communicate the status and expected timeline to NovaMart's counsel.
D. Documentation of Consents and Denials
All consent decisions — whether grants, conditional grants, or denials — must be documented in a formal written communication from Derek Okonkwo, on behalf of Cascade and C&H, to Simone Adesanya (with a copy to Amanda Trevino). Oral consents or approvals are not effective under the SPA, which requires "prior written consent."
Grants of Consent. Where Cascade elects to grant unconditional consent, the consent letter will identify the specific action consented to, reference the applicable SPA provision, and confirm that Cascade's consent is limited to the specific action described and does not constitute a waiver of any other covenant or right under the SPA. A template consent letter is attached as Appendix C.
Conditional Consents. Where Cascade elects to grant consent subject to conditions, the consent letter will clearly specify all conditions that must be satisfied as a prerequisite to the effectiveness of the consent. The conditional consent letter will require NovaMart's written acknowledgment of and agreement to the conditions before the consent becomes effective. Common conditions may include: (a) limits on the financial scope of the consented action; (b) requirements for NovaMart to provide additional information or reporting in connection with the action; (c) requirements to obtain related third-party consents; or (d) timing restrictions. A template for conditional consent is included in Appendix C.
Denials. Where Cascade elects to deny consent, the denial letter will include a brief statement of the basis for the denial, sufficient to demonstrate that Cascade's decision is reasonable under the SPA standard. The denial letter should not be so detailed as to create unnecessary legal exposure, but should provide sufficient specificity to defend against any subsequent claim of unreasonableness. A template denial letter is attached as Appendix D. All denial letters should be reviewed by Mr. Wexford before issuance.
Record-Keeping. All consent request correspondence, internal analyses, recommendation memoranda, and formal consent or denial letters will be maintained in the C&H deal file and logged in the Interim Covenant Compliance Log. Ms. Rosenthal is responsible for ensuring that the log is current and that all documentation is properly filed.
V. REPORTING AND INFORMATION FLOW
Effective monitoring of NovaMart's covenant compliance during the Interim Period depends on a robust and predictable flow of information from NovaMart to Cascade and from C&H to the Cascade internal team. This Section describes the periodic reporting obligations to be requested from NovaMart, the internal reporting procedures within the Cascade and C&H deal teams, and the integration of covenant compliance monitoring with the broader closing conditions tracking process.
A. NovaMart Periodic Reporting Obligations
SPA Section 6.02 requires NovaMart to provide Cascade and its representatives with reasonable access to NovaMart's properties, books, records, and personnel during the Interim Period, subject to reasonable confidentiality safeguards and the limitations set forth in the Clean Team / Antitrust Protocol Agreement. Building on this contractual right, the deal team intends to request the following periodic reporting from NovaMart during the Interim Period. Mr. Okonkwo will coordinate with Ms. Adesanya to confirm NovaMart's agreement to this reporting schedule and to establish the format and delivery mechanisms for each report.
1. Monthly Financial Package. NovaMart shall deliver unaudited monthly financial statements, consisting of a consolidated income statement, balance sheet, and cash flow statement, within twenty (20) calendar days of the end of each calendar month. These financial statements are to be prepared in accordance with GAAP applied on a basis consistent with NovaMart's historical financial reporting practices, and shall be delivered by Doug Whitfield (NovaMart CFO) to Rajiv Sundaram (Cascade CFO) and Derek Okonkwo (C&H). The monthly financial package should include a management discussion and analysis narrative identifying any significant variances from budget or prior-period performance, any unusual or non-recurring items, and any trends or developments material to NovaMart's financial condition.
2. Monthly Working Capital Estimate. Together with or as part of the monthly financial package, NovaMart shall deliver a preliminary net working capital calculation prepared in accordance with the Working Capital Methodology Agreement attached as an exhibit to the SPA. This calculation should be presented against the $78,500,000 target, with a line-by-line variance analysis identifying the principal drivers of any deviation from the target. The purpose of this monthly estimate is to track the trajectory of NovaMart's net working capital and to provide early warning of any trend toward a breach of the $5,000,000 collar (i.e., net working capital falling below $73,500,000 or rising above $83,500,000), which would trigger a true-up adjustment at closing.
3. Monthly Operations Report. NovaMart shall deliver a monthly operations report summarizing key business metrics, including: (a) gross merchandise value ("GMV"); (b) number of active sellers; (c) number of registered buyers; (d) fulfillment center utilization rates (by facility); (e) customer acquisition and retention metrics; and (f) any material operational developments, including service disruptions, logistics issues, marketplace policy changes, or other events that could affect business performance. This report should be delivered within twenty (20) calendar days of month-end, concurrently with the monthly financial package.
4. Biweekly Covenant Compliance Certificate. On a biweekly basis (i.e., every two weeks), Amanda Trevino (or Simone Adesanya on behalf of NovaMart) shall deliver an informal written confirmation to Derek Okonkwo and Elena Vasquez-Bright certifying that: (a) NovaMart has not taken, and does not currently intend to take, any action requiring Cascade's consent under SPA Section 6.01 for which consent has not been sought or obtained; and (b) NovaMart is not aware of any event or circumstance that could reasonably be expected to give rise to a breach of any interim operating covenant or any other covenant under the SPA. If any such action is contemplated or any such event or circumstance exists, the certificate shall include a description of the proposed action, event, or circumstance with sufficient detail to permit Cascade to evaluate the matter.
5. Prompt Notice of Material Developments. NovaMart shall provide immediate notice (within 24 hours of the occurrence or discovery of the relevant event) to Derek Okonkwo and Elena Vasquez-Bright of any event, occurrence, or development that: (a) could reasonably be expected to constitute or give rise to a Material Adverse Effect (as defined in the SPA); (b) could give rise to a breach of any representation or warranty of NovaMart under the SPA; (c) is required to be noticed under any specific provision of the SPA (including, without limitation, notices of litigation, governmental investigations, regulatory proceedings, or contract defaults); or (d) otherwise is material to NovaMart's business, financial condition, or operations. This prompt-notice obligation is in addition to, and not in lieu of, NovaMart's obligations under any specific notice provision of the SPA.
B. C&H Internal Reporting to Cascade
The following internal reporting mechanisms will be implemented to ensure that the Cascade team is kept fully informed of all covenant compliance developments during the Interim Period:
Weekly Status Call. Derek Okonkwo will participate in (or lead, as appropriate) a weekly conference call with Elena Vasquez-Bright, Ted Langford, and Rajiv Sundaram. The purpose of the weekly call is to review the following matters:
• Outstanding and recently resolved consent requests, including the status of any pending requests and any issues or concerns arising from recently processed requests.
• NovaMart's financial and operational trends, based on the most recently available monthly financial package, working capital estimate, and operations report.
• Any covenant compliance concerns, including any actions taken by NovaMart without consent, any potential breaches, or any emerging patterns or trends that warrant attention.
• The status of change of control consent solicitations, cross-referencing the Change of Control Consent Tracker for the approximately 34 identified contracts.
• HSR/antitrust clearance updates, including the status of the DOJ Second Request response and any developments in the clearance process. Howard Bellamy or Gabriela Montoya (Whitfield & Crane LLP) will join the weekly call as needed to provide updates on antitrust matters.
• Financing readiness updates. Although the SPA contains no financing condition, the deal team should monitor the readiness of Cascade's financing sources to fund the closing, including the $750,000,000 Term Loan B (Commitment Letter Reference CL-2025-0515-CRNB, dated May 15, 2025) from Cornerstone National Bank, N.A. and Caluvori Capital Partners, Inc., the $200,000,000 revolver draw, and the $250,000,000 of cash on hand. Any NovaMart developments (e.g., a Material Adverse Effect or material litigation) that could trigger flex or market MAC provisions in the commitment letter should be flagged immediately.
• Any other matters affecting closing conditions, risk areas, or deal strategy.
Biweekly Written Summary. Derek Okonkwo and Tiffany Rosenthal will prepare a biweekly written summary memorandum for internal circulation to the full deal team (including all individuals listed in Sections III.A and III.B above). The biweekly summary will cover: (a) all covenant compliance monitoring activity during the preceding two-week period; (b) a summary of all consent requests received, processed, and outstanding; (c) key observations regarding NovaMart's financial performance, operational trends, and business developments; and (d) any emerging issues, risk areas, or recommended actions. The biweekly summary should be distributed within two business days of the end of each two-week reporting period.
Integration with Closing Conditions Status Tracker. All covenant compliance information generated through the monitoring protocol will feed into the Closing Conditions Status Tracker and Update Memorandum, which is maintained by the deal team and tracks the satisfaction (or non-satisfaction) of all conditions precedent to closing under SPA Article VII. The covenant compliance monitoring protocol is one component of the broader closing conditions tracking process; Mr. Okonkwo and Ms. Rosenthal will coordinate with the team members responsible for the Closing Conditions Status Tracker to ensure that all relevant information is captured and reported in a consistent and timely manner.
VI. INTERIM COVENANT COMPLIANCE LOG
Tiffany Rosenthal will maintain a running Interim Covenant Compliance Log in spreadsheet format (a template is attached as Appendix B). The log will serve as the central repository for tracking all consent requests received from NovaMart during the Interim Period, together with the associated review, analysis, and decision-making activity. The log will be updated in real time as events occur and will be shared with the full deal team on a weekly basis (or more frequently as warranted by deal activity).
The log will contain the following fields for each consent request:
The Interim Covenant Compliance Log is a privileged and confidential attorney work product document and should not be shared outside the deal team without the approval of Mr. Wexford or Ms. Vasquez-Bright.
VII. ANTITRUST CONSIDERATIONS DURING THE INTERIM PERIOD
The intersection between Cascade's contractual rights under SPA Section 6.01 and the antitrust laws governing pre-closing conduct is a matter of significant importance throughout the Interim Period. This Section addresses the antitrust constraints on Cascade's exercise of its consent rights and provides guidelines for the deal team to minimize gun-jumping risk while effectively protecting Cascade's interests.
The Clean Team / Antitrust Protocol Agreement dated February 18, 2025 (the "Antitrust Protocol"), which was negotiated and executed by the parties prior to signing, remains in full force and effect during the Interim Period. The Antitrust Protocol governs the exchange of competitively sensitive information between Cascade and NovaMart, establishes clean team procedures, and sets forth guidelines for pre-closing conduct. All members of the deal team should be familiar with the Antitrust Protocol and should consult it before engaging in any communications with NovaMart personnel regarding competitively sensitive matters.
Gun-Jumping Concerns. Under the HSR Act and applicable case law, the parties to a pending acquisition may not consummate the transaction — or effectively transfer beneficial ownership of, or operational control over, the target business — prior to the expiration or early termination of the HSR Act waiting period (or, where a Second Request has been issued, prior to the expiration of the extended waiting period or receipt of clearance). While Cascade has legitimate contractual consent rights over NovaMart's interim operations under SPA Section 6.01, Cascade must not exercise operational control over NovaMart's day-to-day business prior to closing. The line between legitimate protection of the value of the acquisition target (which is permissible) and premature assumption of control over the target's competitive conduct (which is gun-jumping and is impermissible) must be carefully maintained.
The following guidelines should be observed by all members of the Cascade and C&H deal teams:
• Review of Financial Information. Cascade personnel (including Ted Langford and Rajiv Sundaram) may review NovaMart's financial information, business metrics, and proposed actions for the purpose of evaluating consent requests and monitoring the value of the acquisition target. Such review is a legitimate exercise of Cascade's contractual rights and is generally permissible under the antitrust laws, provided that it does not cross the line into directing NovaMart's competitive behavior.
• No Direction of Competitive Conduct. Cascade personnel may not direct, instruct, or influence NovaMart's pricing decisions, marketing strategies, competitive positioning, customer or seller acquisition tactics, product development roadmap, advertising strategies, or terms of sale to marketplace customers or sellers. Consent decisions should be framed in terms of protecting the value of the acquisition target — not in terms of directing NovaMart's competitive strategy or coordinating competitive behavior between Cascade's CascadeDirect.com platform and NovaMart's marketplace.
• Consultation on Competitively Sensitive Requests. Howard Bellamy and Gabriela Montoya (Whitfield & Crane LLP) must be consulted on any consent request that could implicate competitive conduct, including (without limitation) requests involving: (a) changes to NovaMart's marketplace seller fee structure; (b) changes to advertising pricing or revenue share terms; (c) entry into new product categories that could overlap with Cascade's existing product lines; (d) competitive bidding or procurement actions that could involve Cascade counterparties; and (e) any other matter where the exercise of Cascade's consent right could be characterized as directing NovaMart's competitive behavior.
• Channeling of Communications. All communications between Cascade and NovaMart regarding operations, business performance, and competitive matters should be channeled through the designated contacts identified in Sections III.A through III.C above and should be reviewed by C&H when they involve competitively sensitive information. Ad hoc communications between Cascade and NovaMart operating personnel should be avoided unless specifically authorized by C&H and consistent with the Antitrust Protocol.
DOJ Second Request Coordination. Any operational information shared with Cascade during the Interim Period, including information provided in connection with consent requests, must be evaluated for Second Request document production implications. Documents exchanged between Cascade and NovaMart during the Interim Period may be responsive to the DOJ's Second Request and could be subject to production obligations. Howard Bellamy will coordinate with Gabriela Montoya at Whitfield & Crane LLP on privilege preservation, work product considerations, and the identification of any Interim Period documents that may be responsive to the Second Request. All deal team members should be mindful that written communications regarding NovaMart's operations, competitive strategy, and market position may be reviewed by DOJ staff and should be drafted accordingly.
VIII. ESCALATION PROCEDURES
The routine consent request process described in Section IV above is designed to handle the majority of covenant compliance matters during the Interim Period. However, certain events and circumstances require immediate escalation beyond the routine process. This Section identifies the escalation triggers and describes the escalation path to be followed when such events occur.
A. Escalation Triggers
The following situations require immediate escalation, meaning that Mr. Okonkwo (or any member of the deal team who becomes aware of the triggering event) should immediately notify Mr. Wexford and Ms. Vasquez-Bright by telephone and follow up with a written email summary within the same business day:
1. Unauthorized Actions. Any action taken by NovaMart without first obtaining Cascade's required consent under SPA Section 6.01, constituting a potential breach of the SPA.
2. Potential Material Adverse Effect. Any event, occurrence, condition, or development that could reasonably be expected to constitute a Material Adverse Effect on NovaMart, as defined in the SPA. Examples include significant customer losses, material regulatory actions, catastrophic operational disruptions, or adverse financial d

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

MEMORANDUM

I. PURPOSE AND BACKGROUND

IV. CONSENT REQUEST PROCEDURES

V. REPORTING AND INFORMATION FLOW

VI. INTERIM COVENANT COMPLIANCE LOG

VII. ANTITRUST CONSIDERATIONS DURING THE INTERIM PERIOD

VIII. ESCALATION PROCEDURES

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