DUE DILIGENCE REQUEST LIST

DUE DILIGENCE REQUEST LIST
NovaMart Global Inc.
Prepared in Connection with the Proposed Acquisition of NovaMart Global Inc. by Cascade Retail Holdings Inc.
February 17, 2025
CONFIDENTIAL — Subject to the Mutual Confidentiality and Non-Disclosure Agreement dated February 10, 2025 between Cascade Retail Holdings Inc. and NovaMart Global Inc.
Prepared by:
Derek Okonkwo and Tiffany Rosenthal Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
Delivered to:
NovaMart Global Inc. 1100 Congress Avenue, Suite 800 Austin, TX 78701
Attention: Amanda Trevino, General Counsel
Calloway, Brandt & Loewe LLP 600 Travis Street, Suite 4500 Houston, TX 77002
Attention: Richard Calloway / Simone Adesanya
On behalf of:
Cascade Retail Holdings Inc. 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119
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INTRODUCTORY INSTRUCTIONS AND GENERAL NOTES
This Due Diligence Request List (this "Request List") is delivered by Calderwood & Harkness LLP, on behalf of Cascade Retail Holdings Inc. ("Buyer" or "Cascade"), in connection with Cascade's proposed acquisition of 100% of the outstanding capital stock of NovaMart Global Inc. ("NovaMart" or the "Target"), pursuant to the Letter of Intent dated February 14, 2025 between Cascade and NovaMart (the "LOI"). This Request List is intended to facilitate the due diligence review to be conducted by Cascade and its advisors in connection with the proposed transaction.
The following general instructions apply to all requests contained in this Request List. To the extent any individual request contains specific instructions that differ from the general instructions set forth below, the specific instructions shall govern with respect to that request.
1.  Scope. The requests contained herein cover NovaMart Global Inc. and all of its direct and indirect subsidiaries, whether domestic or foreign (collectively, the "Company"). All references to the "Company" in this Request List shall be understood to encompass NovaMart and each of its subsidiaries, unless otherwise expressly specified.
2.  Time Period. Unless a different time period is specified in a particular request, all documents should be provided for the Company and each subsidiary for the past five (5) fiscal years (fiscal years 2020 through 2024), or such shorter period as the applicable entity has been in existence or such document has been maintained by the Company.
3.  Data Room. All responsive documents should be uploaded to the virtual data room (the "Data Room") established for purposes of this transaction in an organized folder structure corresponding to the numbered categories and sub-categories set forth below. Documents should be uploaded in their native format (e.g., Word, Excel, PDF) where available. Scanned documents should be provided in a searchable PDF format. Each document should be clearly labeled with a descriptive file name.
4.  Definition of "Material." For purposes of this Request List, the term "Material" means any item involving amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) individually or Five Hundred Thousand Dollars ($500,000) in the aggregate, or any item that is otherwise material to the business, operations, financial condition, or prospects of the Company, unless a different threshold or standard is otherwise specified in a particular request.
5.  Agreements and Contracts. All requests for "agreements," "contracts," or similar instruments include all amendments, modifications, supplements, restatements, side letters, waivers, extensions, renewals, assignments, consents, and novations thereto, whether oral or written. To the extent any material oral agreements exist, please provide a written summary of the terms thereof.
6.  Previously Provided Documents. To the extent any requested document has been previously provided to Cascade or its advisors, please identify the Data Room location (folder and document name) rather than re-uploading the document. A cross-reference index identifying previously uploaded documents and their responsive categories would be appreciated.
7.  Privilege. Please identify any documents or categories of information that the Company believes are subject to attorney-client privilege, attorney work product protection, or any other applicable privilege or immunity from disclosure. For any such documents withheld on the basis of privilege, please provide a privilege log that identifies the document by date, author, recipient(s), general subject matter, and the specific privilege or protection asserted. The Company's assertion of privilege shall not constitute a waiver of any applicable privilege or protection.
8.  Contact Information. All questions regarding this Request List, including requests for clarification of any item, should be directed to:
Derek Okonkwo Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
Email: dokonkwo@calderwoodharkness.com
Tiffany Rosenthal Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
Email: trosenthal@calderwoodharkness.com
9.  Competitively Sensitive Information. Certain requests contained in this Request List may call for information that constitutes competitively sensitive business information within the meaning of the Clean Team / Antitrust Protocol Agreement dated February 18, 2025 between Cascade and NovaMart (the "Clean Team Agreement"). All materials responsive to such requests should be designated as "Clean Team Materials — Competitively Sensitive" and made available only to individuals identified as authorized clean team members under the Clean Team Agreement. The Company and its counsel are encouraged to contact the undersigned if there is any question as to whether a particular document or category of information should be designated as competitively sensitive.
10.  Supplementation. This Request List is a living document and may be supplemented or amended from time to time as the due diligence process progresses and as additional areas of inquiry are identified. The Company is requested to treat this Request List as an initial set of requests and to anticipate additional, follow-up requests in connection with the ongoing diligence process.
11.  Confidentiality. All materials provided in response to this Request List, and this Request List itself, are and shall remain subject to the Mutual Confidentiality and Non-Disclosure Agreement dated February 10, 2025 between Cascade Retail Holdings Inc. and NovaMart Global Inc. (the "Mutual NDA"). All recipients of this Request List and any materials provided in response hereto are reminded of their obligations under the Mutual NDA.
CATEGORY I: CORPORATE ORGANIZATION, GOOD STANDING, AND GOVERNANCE
1.1. Certificate of Incorporation (including all amendments, restatements, and certificates of correction) of NovaMart Global Inc. as filed with the Secretary of State of the State of Delaware, together with any certificates of designation relating to authorized classes or series of capital stock.
1.2. Bylaws (including all amendments, restatements, and supplements) of NovaMart Global Inc., as currently in effect.
1.3. Certificates of incorporation, certificates of formation, articles of organization, or equivalent organizational documents (including all amendments and restatements) and bylaws, operating agreements, partnership agreements, or equivalent governing documents (including all amendments) of each direct and indirect subsidiary of the Company, whether organized under the laws of a U.S. state, territory, or a foreign jurisdiction.
1.4. Good standing certificates (or certificates of existence, certificates of status, or equivalent certificates) for the Company and each subsidiary, dated within thirty (30) days of the date hereof, from:
(a) the jurisdiction of incorporation or formation of the applicable entity (including the State of Delaware for NovaMart Global Inc.); and
(b) each jurisdiction in which the Company or any subsidiary is qualified, registered, or authorized to do business as a foreign entity, including, without limitation, the States of Texas, California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington, and any other jurisdictions in which the Company or any subsidiary conducts business or has employees, property, or other contacts that may require qualification.
1.5. A complete list of all jurisdictions in which the Company and each subsidiary is qualified, registered, or authorized to do business, together with copies of all foreign qualification filings, certificates of authority, and any related annual reports or statements of information filed with the applicable secretary of state or equivalent authority in each such jurisdiction.
1.6. A current organizational chart showing the Company and all of its direct and indirect subsidiaries, the jurisdiction of incorporation or formation of each entity, and the ownership structure of each entity, including the percentage of equity interests held by each parent entity or other holder. The chart should clearly identify any minority interests, joint ventures, or entities in which the Company holds a non-controlling interest.
1.7. Minutes of all meetings of the Board of Directors (and any committees thereof, including audit, compensation, nominating, governance, and any special or ad hoc committees) and stockholders (or members, as applicable) of the Company and each subsidiary for the past five (5) years, together with all exhibits, attachments, presentations, and materials distributed to directors or stockholders in connection with such meetings.
1.8. All written consents in lieu of meetings of the Board of Directors (and any committees thereof) and stockholders (or members, as applicable) of the Company and each subsidiary for the past five (5) years, together with all exhibits and attachments thereto.
1.9. A current list of all directors and officers (and managers, in the case of limited liability company subsidiaries) of the Company and each subsidiary, including full legal names, titles, dates of appointment or election, terms of service, and committee memberships (if applicable).
1.10. Copies of all powers of attorney, agency appointments, or similar authorizations currently in effect that have been granted by or on behalf of the Company or any subsidiary, including the name and title of the agent, the scope of authority granted, and the date of execution.
1.11. Registered agent information for the Company and each subsidiary in each jurisdiction of incorporation or formation and each jurisdiction in which the entity is qualified to do business. For NovaMart Global Inc., please confirm the registered agent in Delaware (understood to be Pinnacle Corporate Services Inc., 850 New Burton Road, Suite 201, Dover, DE 19904) and provide registered agent information for all other applicable jurisdictions.
1.12. Copies of any agreements or arrangements regarding the management or governance of the Company or any subsidiary, including, without limitation, management agreements, advisory agreements, consulting agreements with directors or significant stockholders, board observer rights agreements, and any other agreements that grant any person the right to appoint directors, designate officers, or otherwise participate in the governance or management of the Company or any subsidiary.
CATEGORY II: CAPITALIZATION AND EQUITY
2.1. A complete and current capitalization table showing all issued and outstanding shares of capital stock (or other equity interests) of the Company, broken down by class and series, including the name of each holder and the number, class, and series of shares (or units) held by such holder. Without limiting the generality of the foregoing, the capitalization table should identify the following holders and their respective ownership percentages:
(a) Ridgeline Equity Partners, LP — approximately 41.2%;
(b) Brindoval Ventures Fund III, LP — approximately 22.8%;
(c) Julian Reeves — approximately 18.5%;
(d) Priya Narasimhan — approximately 8.3%; and
(e) all other management and employee stockholders — approximately 9.2% in the aggregate.
The capitalization table should also separately identify any shares held in treasury, any shares reserved for issuance under equity incentive plans or upon exercise of outstanding options, warrants, or other convertible securities, and any authorized but unissued shares.
2.2. A complete copy of the stock ledger or stock register maintained by the Company's transfer agent, Continental Stocktransfer & Trust, Inc., or by the Company itself, reflecting all issuances, transfers, cancellations, and other transactions in the Company's capital stock from the date of the Company's incorporation to the present.
2.3. Copies of all stock option plans, equity incentive plans, phantom equity plans, stock appreciation rights plans, restricted stock plans, restricted stock unit plans, profits interest plans, employee stock purchase plans, and any other equity-based or equity-linked compensation plans of the Company, together with all plan documents, forms of award agreements (including stock option agreements, restricted stock agreements, RSU agreements, and similar instruments), board and stockholder resolutions authorizing such plans, and complete grant schedules showing all awards made under each plan.
2.4. A comprehensive schedule of all outstanding stock options, warrants, convertible securities, or other rights, agreements, or commitments to acquire equity securities of the Company, including the following information for each outstanding instrument:
(a) name of holder;
(b) grant date;
(c) exercise or conversion price;
(d) vesting schedule (including any acceleration provisions);
(e) number of shares subject to the award;
(f) expiration date; and
(g) current vesting status (number of shares vested and unvested as of the date hereof).
2.5. A schedule of all vested and unvested stock options as of the date hereof, together with a description of the treatment of outstanding options, warrants, restricted stock, restricted stock units, and other equity-based awards upon a change of control of the Company, including any single-trigger or double-trigger acceleration provisions, and copies of all provisions in the applicable plan documents and award agreements governing such treatment.
2.6. Copies of all stockholder agreements, investors' rights agreements, voting agreements, voting trusts, irrevocable proxies, registration rights agreements, co-sale agreements, tag-along agreements, drag-along agreements, preemptive rights agreements, rights of first refusal, rights of first offer, and any other agreements among stockholders or between the Company and its stockholders relating to the ownership, voting, transfer, or registration of the Company's securities.
2.7. Copies of all subscription agreements, stock purchase agreements, unit purchase agreements, investment agreements, and similar agreements relating to the issuance of the Company's securities, including all exhibits, schedules, and ancillary documents.
2.8. Copies of any agreements, instruments, or arrangements restricting or limiting the transfer, pledge, encumbrance, or other disposition of the Company's securities, including any lock-up agreements, market standoff agreements, or transfer restriction legends.
2.9. Description of any anti-dilution provisions, price protection arrangements, ratchet provisions, or similar economic protections applicable to any outstanding securities of the Company, including copies of the applicable provisions in the Company's certificate of incorporation, bylaws, or any agreements with holders of such securities.
2.10. Copies of all material correspondence between the Company and its transfer agent, Continental Stocktransfer & Trust, Inc., for the past three (3) years, including correspondence relating to stock issuances, transfers, cancellations, lost certificates, and any disputes or claims.
2.11. Confirmation, in writing, that there are no outstanding or authorized but unissued shares of preferred stock or other senior securities of the Company, or, if any such shares exist or are authorized, a complete description of the terms, rights, preferences, and privileges thereof.
CATEGORY III: FINANCIAL STATEMENTS AND FINANCIAL INFORMATION
3.1. Audited consolidated financial statements of the Company (including the balance sheet, income statement/statement of operations, statement of cash flows, statement of stockholders' equity, and all accompanying notes) for each of the fiscal years ended December 31, 2020 through December 31, 2024, together with the independent auditor's reports thereon. For reference, the Company's reported financial performance for FY2024 includes revenue of approximately $891 million, EBITDA of approximately $134 million, and gross merchandise value (GMV) of approximately $6.2 billion. Please also provide the audited financial statements of any subsidiary that has separately audited financials.
3.2. Unaudited interim and monthly financial statements (including the balance sheet, income statement, and statement of cash flows) for the Company for the current fiscal year (FY2025) through the most recently available period, together with any management discussion and analysis or commentary prepared in connection with such statements.
3.3. Management-prepared budgets, forecasts, financial projections, and business plans for fiscal years 2025 through 2029, including all underlying assumptions, key performance indicators, and sensitivity analyses. Please include both the base case and any alternative scenarios (e.g., upside, downside, stress case) that have been prepared.
3.4. A detailed breakdown of revenue by source and type for each of the past three fiscal years (FY2022, FY2023, and FY2024), including separately identifying:
(a) marketplace take-rate revenue (commissions and transaction fees);
(b) advertising revenue; and
(c) logistics services revenue (including revenues generated through the NovaShip logistics platform).
Please also provide any internal reporting or analysis that further disaggregates revenue by product category, geography, customer segment, or other dimensions.
3.5. A schedule of gross merchandise value (GMV) by product category and geographic region for each of the past three fiscal years, including any management analysis or commentary regarding trends, seasonality, and key drivers of GMV growth.
3.6. An analysis of the Company's active seller base (approximately 62,400 active sellers as of the most recent reporting period) and registered buyer base (approximately 9.1 million registered buyers), including historical growth trends, retention rates, churn rates, average order value, and any other key metrics tracked by management. Please also provide the Company's methodology for defining "active" sellers and buyers.
3.7. Copies of all audit reports, management letters, internal control letters, and other written communications from the Company's external auditors for the past five (5) fiscal years, including any communications regarding material weaknesses, significant deficiencies, or other findings relating to the Company's internal controls over financial reporting.
3.8. A schedule of all bank accounts, investment accounts, brokerage accounts, and cash management arrangements maintained by the Company or any subsidiary, including the name of each financial institution, account number, account type, authorized signatories, and approximate current balance.
3.9. A schedule of all indebtedness of the Company and its subsidiaries (whether current or long-term), including:
(a) loans, term loans, and revolving credit facilities (including the existing $150,000,000 revolving credit facility with Ashford Savings Bank, N.A.);
(b) notes payable and promissory notes;
(c) capital leases and finance leases;
(d) guarantees and contingent obligations;
(e) letters of credit (drawn and undrawn);
(f) surety bonds and performance bonds;
(g) intercompany indebtedness; and
(h) any other funded or unfunded indebtedness.
For each item, please provide the lender/creditor, principal amount, outstanding balance, interest rate, maturity date, collateral or security interests granted, and a summary of material covenants and events of default.
3.10. Copies of all loan agreements, credit agreements, indentures, promissory notes, security agreements, pledge agreements, guaranty agreements, intercreditor agreements, and related documents evidencing or securing any indebtedness of the Company or any subsidiary, including the credit agreement with Ashford Savings Bank, N.A. governing the $150,000,000 revolving credit facility, together with all amendments, waivers, modifications, compliance certificates, borrowing base certificates, and other related correspondence.
3.11. A schedule of all outstanding letters of credit, surety bonds, performance bonds, and guarantees issued by or on behalf of the Company or any subsidiary, including the beneficiary, issuing bank or surety, face amount, expiration date, and the underlying obligation supported.
3.12. Aging schedules for accounts receivable and accounts payable as of the most recent month-end, including a breakdown by counterparty (or, at a minimum, by aging category: current, 30 days, 60 days, 90 days, and over 90 days), and a description of the Company's policies and procedures for allowance for doubtful accounts and write-offs.
3.13. A schedule of all intercompany accounts, transactions, and balances among the Company and its subsidiaries, including a description of the nature of each intercompany arrangement (e.g., management fees, cost allocations, loans, advances, and other transfers), the amounts involved, and the terms and conditions applicable thereto.
3.14. A schedule of all capital expenditures for the past three fiscal years (FY2022, FY2023, and FY2024) and planned or budgeted capital expenditures for the current fiscal year (FY2025) and the next fiscal year (FY2026), broken down by project, category (e.g., technology, real property, equipment, fulfillment infrastructure), and location.
3.15. An analysis of net working capital for the past twelve (12) months, prepared on a monthly basis, including definitions and components of current assets and current liabilities consistent with the Company's historical accounting practices. Please also provide any internal definitions or methodologies used by management to calculate net working capital, including any items that are customarily excluded or adjusted for purposes of internal reporting or prior transactions.
3.16. A schedule of any off-balance sheet arrangements or obligations of the Company or any subsidiary, including:
(a) special purpose entities and variable interest entities;
(b) factoring, securitization, and receivables financing arrangements;
(c) synthetic leases or operating leases not capitalized on the balance sheet;
(d) take-or-pay obligations; and
(e) any other off-balance sheet commitments or contingencies.
3.17. A description of all material changes in accounting methods, policies, principles, or estimates adopted by the Company during the past five (5) fiscal years, including the reason for each change, the financial impact thereof, and any related correspondence with the Company's external auditors.
3.18. Copies of any internal audit reports, internal audit work papers, or findings from any internal audit function, and a description of the scope and structure of the Company's internal audit function (if any).
CATEGORY IV: TAX MATTERS
4.1. Federal income tax returns (Form 1120 and all schedules, attachments, and supporting workpapers) for the Company (EIN: 84-3291547) and each subsidiary for the past five fiscal years (tax years 2019 through 2023, or, if available, through tax year 2024).
4.2. State and local income, franchise, and gross receipts tax returns for each jurisdiction in which the Company or any subsidiary files such returns for the past five fiscal years, including, without limitation:
(a) Texas franchise tax returns (Texas Comptroller);
(b) Delaware franchise tax returns (Delaware Division of Corporations);
(c) income tax returns for all nexus states, including California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington; and
(d) tax returns for any other state, local, or municipal jurisdiction in which the Company or any subsidiary has filed income, franchise, gross receipts, or similar tax returns.
4.3. All sales and use tax returns for the past three (3) fiscal years for each jurisdiction in which the Company or any subsidiary collects or remits sales tax, use tax, or similar transaction taxes, together with any exemption certificates, resale certificates, or direct pay permits relied upon by the Company.
4.4. All payroll and employment tax returns for the past three (3) fiscal years, including:
(a) Federal Forms 940 (Employer's Annual Federal Unemployment Tax Return);
(b) Federal Forms 941 (Employer's Quarterly Federal Tax Return);
(c) Annual W-2 summaries and transmittals (Forms W-3);
(d) State unemployment insurance returns and state income tax withholding returns; and
(e) any other payroll-related tax filings.
4.5. A schedule of all foreign, federal, state, and local tax audits, examinations, assessments, deficiency notices, proposed adjustments, and Revenue Agent's Reports (RARs) for the past seven (7) years, including the jurisdiction, tax type, tax years at issue, current status (open, closed, or pending), amounts assessed or proposed, and a description of the resolution (if any) of each matter.
4.6. Copies of all closing agreements (IRS Form 906 or equivalent), private letter rulings, technical advice memoranda, determination letters, advisory opinions, and similar documents issued by the IRS or any state or local taxing authority with respect to the Company or any subsidiary.
4.7. A schedule of all net operating loss (NOL) carryforwards, capital loss carryforwards, general business credits, research and development credits, and any other tax credits or attributes available to the Company or any subsidiary, including the year in which each attribute originated, the amount remaining, the applicable carryforward period, and any limitations on utilization.
4.8. An analysis of whether any ownership changes within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), have occurred with respect to the Company, including a description of each ownership change, the date thereof, and the impact on the Company's ability to utilize its NOL carryforwards and other tax attributes. Please also address whether the proposed acquisition by Cascade would itself constitute an ownership change under Section 382 and the resulting annual limitation.
4.9. Copies of all transfer pricing studies, intercompany pricing agreements, advance pricing agreements (APAs), cost-sharing arrangements, and any other documentation prepared in connection with the pricing of intercompany transactions between the Company and its subsidiaries or affiliates.
4.10. A sales and use tax nexus analysis identifying each jurisdiction in which the Company has (or may have) nexus for sales and use tax purposes, including economic nexus analyses under South Dakota v. Wayfair and subsequent state legislation. Please also provide copies of any voluntary disclosure agreements entered into by the Company with state taxing authorities relating to sales and use tax.
4.11. Copies of any tax indemnification agreements, tax sharing agreements, tax allocation agreements, or similar arrangements to which the Company or any subsidiary is a party, whether with affiliates, stockholders, or third parties.
4.12. A schedule of all estimated tax payments made by the Company and each subsidiary for the current fiscal year (FY2025), including the jurisdiction, date of payment, and amount.
4.13. Information regarding the Company's estimated federal income tax liability for FY2024, currently estimated at approximately $23.8 million, including the methodology and assumptions used to calculate such estimate and the status of any return preparation efforts for the FY2024 tax year.
4.14. A description of any pending or threatened tax controversies, disputes, claims, protests, or appeals involving the Company or any subsidiary, including the jurisdiction, tax type, tax years at issue, amounts at stake, and current status.
4.15. An analysis of any tax positions taken by the Company on its federal, state, or local tax returns that could be subject to challenge or adjustment by a taxing authority, including a schedule of uncertain tax positions and any reserves recorded under ASC 740-10 (formerly FIN 48), the amounts reserved, and a description of the basis for each position.
4.16. All property tax returns and assessment notices for owned and leased real property for the past three (3) fiscal years, including any pending appeals, protests, or abatement applications relating to property tax assessments.
4.17. Copies of any elections filed under Section 338 of the Code, Section 336(e) of the Code, or similar provisions, whether in connection with prior acquisitions by or of the Company or any subsidiary, or otherwise.
CATEGORY V: INTELLECTUAL PROPERTY
5.1. A comprehensive schedule of all patents and patent applications (domestic and foreign) owned by or assigned to the Company or any subsidiary, including the following information for each:
(a) title of invention;
(b) patent number or application number;
(c) filing date;
(d) issue date (if applicable);
(e) expiration date;
(f) jurisdiction(s);
(g) name(s) of inventor(s);
(h) current status (issued, pending, allowed, abandoned, etc.); and
(i) prosecution history (if requested in follow-up).
5.2. A comprehensive schedule of all registered trademarks, service marks, and trade dress (domestic and foreign) owned by or assigned to the Company or any subsidiary, including the NovaMart® and NovaShip® marks and any other marks used in the Company's business, together with the following information for each:
(a) mark;
(b) registration number and/or application number;
(c) filing date and registration date;
(d) jurisdiction(s) and applicable trademark office;
(e) international class(es) of goods and/or services;
(f) renewal date(s) and status of any required maintenance filings; and
(g) current status (registered, pending, intent-to-use, etc.).
5.3. A schedule of all registered copyrights owned by or assigned to the Company or any subsidiary, including the title of the work, registration number, date of registration, and author(s).
5.4. A schedule of all domain names owned, registered, or controlled by the Company or any subsidiary, including NovaMart.com and all related domains (e.g., country code domains, variant spellings, related product or brand domains), the registrar for each domain, the expiration date, and the registrant information.
5.5. A schedule and description of all material trade secrets, proprietary know-how, proprietary algorithms, databases, customer lists, supplier lists, pricing methodologies, and other confidential business information owned or controlled by the Company, together with a description of the measures taken to preserve the secrecy and confidentiality of each item.
5.6. Copies of all intellectual property assignment agreements, including employee invention assignment agreements, contractor invention assignment and work-for-hire agreements, and any other agreements pursuant to which intellectual property rights have been assigned or transferred to the Company by any person, including founders, employees, independent contractors, and consultants.
5.7. Copies of all intellectual property license agreements pursuant to which the Company or any subsidiary licenses intellectual property from third parties (in-bound licenses), including, without limitation, the Technology License Agreement with Arcwave Software LLC (search algorithm license), and any other material software licenses, technology licenses, patent licenses, trademark licenses, or content licenses.
5.8. Copies of all intellectual property license agreements pursuant to which the Company or any subsidiary licenses, sublicenses, or otherwise grants rights in its intellectual property to third parties (out-bound licenses), including any trademark licenses, technology licenses, API access agreements, and similar arrangements.
5.9. A schedule of all open-source software used in or incorporated into the Company's products, services, platforms, or internal systems, including:
(a) the name and version of each open-source component;
(b) the applicable open-source license type (e.g., GPL v2, GPL v3, LGPL, MIT, BSD, Apache 2.0, MPL, AGPL, etc.);
(c) the manner in which each open-source component is used (linked, modified, distributed, etc.); and
(d) a copy of the Company's open-source compliance policies and procedures.
5.10. A schedule of all intellectual property-related litigation, oppositions, cancellation proceedings, interference proceedings, inter partes reviews, post-grant reviews, domain name disputes (including UDRP proceedings), and cease-and-desist letters (whether sent or received by the Company) for the past five (5) years, including a description of the nature, parties, forum, current status, and resolution (if any) of each matter.
5.11. A description of the Company's processes, policies, and programs for protecting its intellectual property, including:
(a) confidentiality and non-disclosure programs for employees, contractors, and third parties;
(b) invention assignment and disclosure programs;
(c) trademark monitoring and enforcement programs;
(d) trade secret protection policies; and
(e) any training programs related to intellectual property protection.
5.12. Copies of any freedom-to-operate opinions, non-infringement opinions, patentability opinions, invalidity opinions, or other intellectual property opinions prepared by outside counsel or patent agents.
5.13. Copies of any agreements or arrangements involving joint development, co-ownership, shared intellectual property, or collaborative creation of intellectual property between the Company and any third party.
5.14. A description of any material software, technology, inventions, or other intellectual property developed by or with the assistance of independent contractors, consultants, or other third parties, together with a description of the Company's rights therein (including copies of the applicable agreements) and confirmation that all rights have been properly assigned or licensed to the Company.
CATEGORY VI: INFORMATION TECHNOLOGY AND SYSTEMS
6.1. A comprehensive description of the Company's IT infrastructure, including:
(a) hardware (servers, storage, networking equipment, end-user devices);
(b) software (operating systems, databases, application software, middleware, development tools);
(c) network architecture (LAN, WAN, VPN, CDN configurations);
(d) hosting arrangements (on-premises, co-located, cloud-hosted); and
(e) a summary of the Company's technology stack and any third-party platforms or services integrated into the Company's systems.
6.2. Copies of all IT service agreements, including managed services agreements, hosting agreements, infrastructure-as-a-service (IaaS) agreements, platform-as-a-service (PaaS) agreements, software-as-a-service (SaaS) agreements, and other IT outsourcing agreements. Without limitation, please include the Master Services Agreement with Pinnacle Cloud Solutions Inc. (cloud hosting) and any related statements of work, service level agreements, and order forms.
6.3. Copies of all enterprise software license agreements, volume license agreements, and other material third-party software license agreements, including any agreements for ERP systems, CRM platforms, database management systems, analytics tools, and development tools.
6.4. A description of the Company's proprietary technology platform and architecture, including the NovaMart marketplace platform and the NovaShip logistics platform, covering:
(a) platform architecture and design;
(b) key features and functionality;
(c) technology stack (programming languages, frameworks, databases);
(d) API integrations with third-party systems;
(e) scalability and performance characteristics; and
(f) development roadmap and planned enhancements.
6.5. Copies of all source code escrow agreements, including the escrow agent, the beneficiary, the escrowed materials, release conditions, and verification provisions.
6.6. A description of the Company's disaster recovery and business continuity plans, including:
(a) recovery point objectives (RPO) and recovery time objectives (RTO);
(b) backup and replication strategies;
(c) failover and redundancy architecture;
(d) testing history and results of disaster recovery tests conducted in the past three years; and
(e) any gaps or deficiencies identified in testing and the remediation steps taken.
6.7. IT capital expenditure budgets for the past three fiscal years (FY2022, FY2023, FY2024) and the current fiscal year (FY2025), broken down by project, category, and purpose.
6.8. A description of any material IT system failures, outages, disruptions, performance degradations, or data losses experienced by the Company in the past three (3) years, including the date, duration, root cause, business impact, and remediation measures implemented.
CATEGORY VII: DATA PRIVACY AND CYBERSECURITY
7.1. Copies of all privacy policies (current and historical versions) applicable to the Company's website(s), mobile application(s), and services, including all versions published during the past five years. For context, the Company's privacy practices affect approximately 9.1 million registered buyers and approximately 62,400 active sellers.
7.2. Copies of all data processing agreements, data sharing agreements, data transfer agreements (including standard contractual clauses, if applicable), and joint controller agreements entered into by the Company with third-party service providers, business partners, or other data recipients.
7.3. A description of the Company's data collection, use, storage, retention, deletion, and anonymization practices, including:
(a) categories of personal data collected (e.g., names, email addresses, payment information, browsing history, geolocation data, device identifiers);
(b) purposes for which personal data is collected and processed;
(c) data storage locations and security measures;
(d) data retention schedules and deletion procedures; and
(e) data minimization practices.
7.4. An assessment of the Company's compliance with applicable privacy and data protection laws and regulations, including, without limitation:
(a) the California Consumer Privacy Act of 2018 (CCPA), as amended by the California Privacy Rights Act of 2020 (CPRA);
(b) the Virginia Consumer Data Protection Act (VCDPA);
(c) the Colorado Privacy Act (CPA);
(d) the Connecticut Data Privacy Act (CTDPA);
(e) any other state privacy laws applicable to the Company's operations; and
(f) any applicable federal privacy laws and regulations (e.g., CAN-SPAM, TCPA).
7.5. A schedule of any data breaches, security incidents, ransomware attacks, phishing incidents, or unauthorized access to personal data or confidential business data experienced by the Company in the past five (5) years, including, for each incident:
(a) date of discovery and date of occurrence;
(b) nature and scope of the incident;
(c) categories and volume of data affected;
(d) notifications made to regulators, affected individuals, and law enforcement;
(e) remediation measures implemented; and
(f) any resulting litigation, regulatory action, or financial exposure.
7.6. Copies of any regulatory inquiries, investigations, complaints, or enforcement actions relating to privacy, data security, or data protection received from any federal, state, or foreign regulatory authority, together with all responsive filings and correspondence.
7.7. Copies of the most recent cybersecurity risk assessments, penetration testing reports, vulnerability assessments, and red team/blue team exercise results, together with a description of any material findings and remediation actions.
7.8. A description of the Company's information security program, including:
(a) organizational structure (e.g., Chief Information Security Officer, security team composition and reporting lines);
(b) information security policies, standards, and procedures;
(c) access control and identity management practices;
(d) encryption and data-at-rest/data-in-transit protections;
(e) incident response plan and procedures; and
(f) employee security awareness training programs.
7.9. Copies of any SOC 2 Type I, SOC 2 Type II, ISO 27001, PCI DSS, or other third-party security audit reports, certifications, or attestations obtained by the Company within the past three years.
7.10. Copies of all cyber liability and data breach insurance policies (current and for the past three years), including policy limits, deductibles, and coverage terms.
7.11. Copies of all cookie policies, consent management platform configurations, tracking technology disclosures, and any related consent records or opt-out mechanisms implemented by the Company on its websites and mobile applications.
7.12. An analysis of the Company's compliance with the Children's Online Privacy Protection Act (COPPA), including a description of any measures taken to verify the age of users and to obtain verifiable parental consent (if applicable), or a confirmation that the Company's services are not directed to children under the age of 13.
CATEGORY VIII: REAL PROPERTY
8.1. A schedule of all real property owned (in fee simple or otherwise) by the Company or any subsidiary, including the street address, city, state, zip code, legal description, county, tax parcel number, acreage or square footage, and current use.
8.2. Copies of all title insurance policies, title insurance commitments, and surveys for all owned real property, including any endorsements and exceptions. Please identify the title insurance underwriter (understood to be Ridgecrest Title Group Inc., with Janet Morales as the contact) and provide copies of all title search reports and related documentation.
8.3. Copies of all deeds (warranty deeds, quitclaim deeds, special warranty deeds, or other conveyance instruments), mortgages, deeds of trust, security instruments, and other encumbrances, liens, or restrictions of record affecting any owned real property, together with any title curative documents.
8.4. A schedule of all real property leased or subleased by the Company or any subsidiary (as tenant or subtenant), including:
(a) the Austin, Texas headquarters lease at 1100 Congress Avenue, Suite 800, Austin, TX 78701 (landlord: Congress Tower Partners LP); and
(b) all fourteen (14) fulfillment center leases, located as follows:
•  California — three (3) locations;
•  New Jersey — two (2) locations;
•  Georgia — two (2) locations;
•  Ohio — one (1) location;
•  Illinois — one (1) location;
•  Pennsylvania — one (1) location;
•  Tennessee — one (1) location;
•  Florida — two (2) locations; and
•  Washington — one (1) location.
For each leased property, please provide the address, landlord name, lease commencement date, lease expiration date, renewal options, current base rent, rent escalation provisions, security deposit, approximate square footage, and current use.
8.5. Copies of all real property leases, subleases, ground leases, and amendments, modifications, extensions, renewals, and assignments thereof, together with any guarantees, letters of credit, or security deposits provided in connection therewith.
8.6. Identification of any change of control, assignment, consent, or notice provisions in any real property leases, subleases, or other occupancy agreements that would be triggered by the proposed acquisition of the Company by Cascade, together with copies of the applicable provisions and a description of the consent or notice requirements and any applicable cure or waiver periods.
8.7. Copies of all landlord estoppel certificates, tenant estoppel certificates, subordination, non-disturbance, and attornment (SNDA) agreements, and any comfort letters or similar documents obtained from or provided to landlords, lenders, or other parties in connection with the Company's real property leases.
8.8. A schedule of any lease defaults (by either party), disputes, pending rent escalations, pending rent abatement claims, or other unresolved issues relating to any of the Company's leased real property.
8.9. Copies of all zoning approvals, land use permits, building permits, certificates of occupancy, conditional use permits, variances, and other governmental approvals relating to the Company's owned or leased real property.
8.10. A schedule of any pending or anticipated condemnation, eminent domain, or government taking proceedings affecting any owned or leased real property.
8.11. Copies of property tax bills and assessment notices for all owned and leased properties for the past three (3) fiscal years, including any pending appeals or abatement applications.
8.12. Copies of all Phase I and Phase II environmental site assessments for any current real property owned or leased by the Company or any subsidiary (cross-reference Category IX).
8.13. Capital improvement plans, tenant improvement budgets, and deferred maintenance schedules for owned and leased facilities, including any planned build-outs, expansions, or renovations.
CATEGORY IX: ENVIRONMENTAL MATTERS
9.1. A schedule of all environmental permits, licenses, registrations, and approvals held by the Company or any subsidiary, including the issuing agency, permit number, scope, expiration date, and any pending renewal applications.
9.2. Copies of all Phase I and Phase II environmental site assessments (and any Phase III investigations, if applicable) for any current or former properties owned, leased, or operated by the Company or any subsidiary, including all fourteen (14) fulfillment centers and any other facilities. Please provide the most recent assessment for each property and identify the environmental consultant that prepared each report.
9.3. Copies of all correspondence with federal, state, or local environmental agencies (including the U.S. Environmental Protection Agency, state environmental protection agencies, and local environmental or health departments) for the past five (5) years, including any information requests, reporting submissions, compliance certifications, and inspection reports.
9.4. A description of any hazardous materials, hazardous waste, regulated substances, pollutants, or contaminants used, stored, generated, handled, transported, released, or disposed of at any Company facility (current or former), including the type and quantity of materials, the location(s) of use or storage, and the applicable regulatory requirements.
9.5. Copies of any notices of violation, citations, administrative orders, consent decrees, compliance orders, penalty assessments, or enforcement actions relating to environmental matters issued to or involving the Company or any subsidiary, together with all responsive filings, settlement agreements, and correspondence.
9.6. A schedule of any known or suspected environmental contamination at any current or former properties owned, leased, or operated by the Company, including soil contamination, groundwater contamination, vapor intrusion, and indoor air quality issues.
9.7. Copies of all environmental remediation plans, remedial investigation reports, corrective action plans, closure reports, and cost estimates relating to any remediation activities at any current or former Company property.
9.8. Information regarding any underground storage tanks (USTs) or aboveground storage tanks (ASTs) currently or historically located at any Company facility, including tank registration records, leak detection and monitoring results, and any closure, removal, or remediation documentation.
9.9. Copies of all environmental compliance audits, self-assessments, or third-party environmental assessments conducted by or on behalf of the Company within the past five years.
9.10. Copies of any environmental indemnification agreements, environmental insurance policies, or environmental escrow arrangements to which the Company is a party.
9.11. A description of the Company's environmental health and safety (EHS) programs and policies, including:
(a) EHS organizational structure and staffing;
(b) EHS training programs;
(c) waste management and recycling programs;
(d) emissions monitoring and reporting; and
(e) sustainability initiatives and environmental, social, and governance (ESG) reporting.
CATEGORY X: MATERIAL CONTRACTS AND COMMERCIAL AGREEMENTS
10.1. A schedule of all material contracts to which the Company or any subsidiary is a party, including for each contract the following information: counterparty name, date of execution, effective date, term (including any renewal provisions), brief description of subject matter, estimated annual value, and any material terms or conditions (e.g., exclusivity, non-compete, minimum commitments, termination provisions).
10.2. Copies of all contracts identified as material in the schedule requested in Section 10.1 above, including, without limitation, all approximately thirty-four (34) contracts identified as containing change of control provisions. The following contracts are specifically requested:
(a) Master Services Agreement with Pinnacle Cloud Solutions Inc. (cloud hosting), including all statements of work, service level agreements, order forms, and amendments;
(b) Logistics Partnership Agreement with Redline Freight Corp. (freight and third-party logistics services), including all schedules, rate sheets, and amendments;
(c) Technology License Agreement with Arcwave Software LLC (search algorithm license), including all schedules, exhibits, and amendments;
(d) Office Lease for the Company's headquarters at 1100 Congress Avenue, Suite 800, Austin, Texas 78701 (landlord: Congress Tower Partners LP), including all amendments, rent schedules, and tenant improvement agreements;
(e) all fourteen (14) Fulfillment Center Leases, including all amendments and related agreements;
(f) Advertising Revenue Share Agreement with Stratton Digital Media Inc., including all insertion orders, campaign schedules, and amendments;
(g) Payment Processing Agreement with PayStream Financial Technologies Inc., including all schedules, rate cards, and amendments; and
(h) Senior Credit Facility with Ashford Savings Bank, N.A. (the $150,000,000 revolving credit facility, which is expected to be repaid and terminated at closing), including all amendments, compliance certificates, and related security documents.
10.3. Identification of all contracts (including those identified in Section 10.2 above) containing change of control provisions, assignment restrictions, consent requirements, or notice requirements that may be triggered by the proposed acquisition of the Company by Cascade, together with copies of the applicable provisions and a description of the specific trigger, consent or notice requirement, and any applicable cure or waiver period. Please also identify any contracts that may be terminable by the counterparty as a result of the proposed transaction.
10.4. Copies of all contracts with any of the Company's top twenty (20) customers (measured by revenue generated) for each of the past two fiscal years (FY2023 and FY2024), including all amendments and renewal notices.
10.5. Copies of all contracts with any of the Company's top twenty (20) suppliers or vendors (measured by total spend) for each of the past two fiscal years (FY2023 and FY2024), including all amendments and renewal notices.
10.6. Copies of all contracts, agreements, or arrangements between the Company (or any subsidiary) and any related party, affiliate, stockholder, director, or officer of the Company, including, without limitation, agreements with:
(a) Ridgeline Equity Partners, LP;
(b) Brindoval Ventures Fund III, LP;
(c) Julian Reeves (Founder & CEO);
(d) Priya Narasimhan (Co-Founder & CTO); and
(e) any other directors, officers, or stockholders (or their respective affiliates, family members, or controlled entities).
10.7. Copies of all contracts containing exclusivity provisions, most-favored-nation (MFN) pricing provisions, non-compete or non-competition covenants, non-solicitation covenants, or similar restrictive covenants, together with a description of the scope and duration of each restriction.
10.8. Copies of all contracts containing "take-or-pay" obligations, minimum purchase commitments, volume commitment obligations, or similar requirements obligating the Company to purchase or pay for a minimum quantity of goods or services.
10.9. Copies of all joint venture agreements, partnership agreements, strategic alliance agreements, collaboration agreements, or similar arrangements to which the Company or any subsidiary is a party.
10.10. Copies of all agency agreements, distribution agreements, reseller agreements, referral agreements, commission agreements, and similar channel partner or go-to-market agreements.
10.11. Copies of all advertising and marketing agreements, including media buying agreements, influencer agreements, affiliate marketing agreements, and the arrangement with Stratton Digital Media Inc.
10.12. Copies of all contracts with payment processors, payment facilitators, acquiring banks, and payment networks, including the Payment Processing Agreement with PayStream Financial Technologies Inc., and any agreements relating to the Company's handling of payment card data.
10.13. Copies of all government contracts, subcontracts, task orders, and blanket purchase agreements to which the Company or any subsidiary is a party, together with any compliance certifications and representations submitted in connection therewith.
10.14. Copies of all contracts under which the Company has granted or received an indemnification obligation outside the ordinary course of business, including any uncapped indemnification obligations or indemnification obligations that survive the termination or expiration of the underlying agreement for an extended period.
10.15. A schedule of all contracts that are terminable by either party upon thirty (30) days' or less notice without cause, and copies of any such contracts that are material to the Company's business.
10.16. Copies of all contracts entered into by the Company or any subsidiary outside the ordinary course of business in the past twenty-four (24) months, including any acquisition agreements, disposition agreements, asset purchase agreements, and similar extraordinary transactions.
10.17. A schedule of any contract defaults, material breaches, disputes, claims, or termination notices (whether sent or received) in the past three (3) years, including the counterparty, the nature of the default or dispute, and the current status or resolution thereof.
CATEGORY XI: EMPLOYMENT, LABOR, AND BENEFITS
11.1. Total employee headcount as of the most recent practicable date, broken down by:
(a) location (including each office, fulfillment center, and remote/distributed work location);
(b) department or function (e.g., engineering, operations, sales, marketing, finance, legal, human resources);
(c) classification (full-time, part-time, temporary, seasonal); and
(d) exempt vs. non-exempt status under the Fair Labor Standards Act (FLSA).
For reference, the Company is understood to employ approximately 2,400 employees across all locations. Please also provide a separate schedule of all independent contractors, consultants, and temporary staffing agency personnel currently engaged by the Company.
11.2. A current organizational chart showing the management structure and reporting lines for the Company and each subsidiary, from the CEO through the senior management team and the next level of direct reports.
11.3. Copies of all employment agreements, offer letters, engagement letters, and consulting agreements for all executive officers and key employees of the Company and its subsidiaries, including, without limitation:
(a) Julian Reeves, Founder & Chief Executive Officer;
(b) Priya Narasimhan, Co-Founder & Chief Technology Officer;
(c) Douglas "Doug" Whitfield, Chief Financial Officer; and
(d) Amanda Trevino, General Counsel.
Please also provide employment agreements and offer letters for any other members of the senior management team, vice presidents, and other key employees.
11.4. Copies of all change of control agreements, severance agreements, retention agreements, transaction-related bonus agreements, stay bonus agreements, and any other agreements or arrangements providing for payments, benefits, or accelerated vesting in connection with a change of control, termination of employment, or the proposed transaction.
11.5. A schedule of current compensation for all officers and key employees, including:
(a) base salary;
(b) annual bonus targets and actual bonus payments for the past two fiscal years;
(c) long-term incentive compensation (equity awards, cash-based long-term incentives);
(d) signing bonuses, relocation benefits, and other one-time payments;
(e) perquisites and fringe benefits (e.g., car allowance, housing allowance, club memberships); and
(f) any other forms of compensation or benefits.
11.6. Copies of the Company's current employee handbook(s) and all policies and procedures manuals (current and for the past three years), including any supplements, addenda, or state-specific addenda.
11.7. Copies of all non-competition agreements, non-solicitation agreements, confidentiality and non-disclosure agreements, and invention assignment agreements with current and former employees and independent contractors, together with copies of the standard form agreements used by the Company.
11.8. Copies of all collective bargaining agreements and any information regarding labor union representation, organizing activity, unfair labor practice charges, or other labor relations matters affecting the Company or any subsidiary.
11.9. A description of all employee benefit plans, programs, and arrangements maintained, sponsored, or contributed to by the Company or any subsidiary for the benefit of current or former employees, directors, or consultants, including copies of the following:
(a) 401(k) Plans: Plan documents, adoption agreements, summary plan descriptions (SPDs), summaries of material modifications (SMMs), most recent IRS determination or opinion letters, most recent Form 5500 filings (with all schedules and attachments), most recent compliance testing results (including ADP/ACP testing, coverage testing, and top-heavy testing), and trust agreements;
(b) Health and Welfare Plans: Plan documents, summary plan descriptions, and insurance contracts or administrative services agreements for all medical, dental, vision, life insurance, accidental death and dismemberment, short-term disability, long-term disability, and other health and welfare benefits;
(c) Pension or Defined Benefit Plans: Plan documents, summary plan descriptions, most recent actuarial valuations, funding status reports, and Form 5500 filings (if any);
(d) Stock Option / Equity Incentive Plans: Cross-reference to Category II above;
(e) Deferred Compensation Plans: Plan documents, trust agreements (including rabbi trust agreements), and participation agreements for any nonqualified deferred compensation plans subject to Section 409A of the Code;
(f) Cafeteria / Flexible Spending Plans: Plan documents, summary plan descriptions, and nondiscrimination testing results for any Section 125 cafeteria plans, flexible spending accounts (health care FSA, dependen