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JOINDER AGREEMENT

Form of Joinder to Stock Purchase Agreement

This Joinder Agreement (this "Agreement") is made and entered into as of [●], 2025, by the undersigned stockholder (the "Joining Stockholder") of NovaMart Global Inc., a Delaware corporation (the "Company"), in connection with that certain Stock Purchase Agreement, dated as of May 20, 2025 (as may be amended, supplemented, or otherwise modified from time to time, the "Stock Purchase Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Buyer"), the Company, and the Selling Stockholders party thereto (collectively, the "Selling Stockholders").

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Stock Purchase Agreement.

RECITALS

WHEREAS, Buyer, the Company, and the Selling Stockholders entered into the Stock Purchase Agreement, dated as of May 20, 2025, pursuant to which Buyer has agreed to purchase, and the Selling Stockholders have agreed to sell, one hundred percent (100%) of the issued and outstanding capital stock of the Company (the "Shares") for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Purchase Price"), on the terms and subject to the conditions set forth in the Stock Purchase Agreement;

WHEREAS, the Joining Stockholder is a holder of shares of capital stock of the Company (and/or vested options to acquire shares of capital stock of the Company) and was not an original signatory to the Stock Purchase Agreement as of the date of its execution;

WHEREAS, pursuant to Section [●] of the Stock Purchase Agreement, the Joining Stockholder is required (or has elected) to execute and deliver this Joinder Agreement as a condition to receiving its pro rata portion of the Purchase Price and the closing consideration (including the net cash at closing and any amounts released from escrow) in accordance with the terms and conditions of the Stock Purchase Agreement; and

WHEREAS, by executing this Joinder Agreement, the Joining Stockholder desires to become a "Selling Stockholder" under, and to be bound by all of the terms and conditions of, the Stock Purchase Agreement and the ancillary transaction documents contemplated thereby, including without limitation the indemnification, escrow, and other post-closing obligations set forth therein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Joining Stockholder hereby agrees as follows:

ARTICLE I

JOINDER AND AGREEMENT TO BE BOUND

Section 1.1 Joinder to Stock Purchase Agreement. The Joining Stockholder hereby agrees to be bound by, and subject to, all of the terms, conditions, covenants, agreements, representations, warranties, and obligations applicable to the "Selling Stockholders" under the Stock Purchase Agreement, in each case as if the Joining Stockholder were an original signatory to the Stock Purchase Agreement as of the date of its execution. Without limiting the generality of the foregoing, the Joining Stockholder acknowledges that by executing and delivering this Joinder Agreement, the Joining Stockholder shall assume all rights, benefits, obligations, and liabilities of a "Selling Stockholder" under the Stock Purchase Agreement to the same extent and with the same force and effect as though the Joining Stockholder had executed and delivered the Stock Purchase Agreement contemporaneously with the other Selling Stockholders. The Joining Stockholder shall be deemed a "Selling Stockholder" for all purposes of the Stock Purchase Agreement effective as of the date hereof, and each reference to a "Selling Stockholder" or the "Selling Stockholders" in the Stock Purchase Agreement and each ancillary document thereto shall be deemed to include the Joining Stockholder.

Section 1.2 Joinder to Escrow Agreement. The Joining Stockholder hereby acknowledges and agrees that it shall be bound by the terms and conditions of the Escrow Agreement, dated as of [the Closing Date] (the "Escrow Agreement"), by and among Cascade Retail Holdings Inc., Ridgeline Equity Partners, LP, as Stockholder Representative (as defined below), and Marlowe Asset Management Trust Company, N.A., as Escrow Agent (the "Escrow Agent"), including the deposit of eight percent (8%) of the Purchase Price (being Ninety-Six Million Dollars ($96,000,000) in the aggregate) into escrow with the Escrow Agent (the "Escrow Fund"). The Joining Stockholder's pro rata share of the Escrow Fund (determined in accordance with Section 2.2 hereof) shall be withheld from such Joining Stockholder's portion of the closing consideration payable at the Closing and shall be deposited into the escrow account established pursuant to and in accordance with the Escrow Agreement. The Joining Stockholder further acknowledges and agrees that the release of amounts held in the Escrow Fund shall be subject to the terms and conditions set forth in the Escrow Agreement, including that the Escrow Fund (or the remaining balance thereof) shall be released to the Selling Stockholders (including the Joining Stockholder on a pro rata basis) on the date that is twenty-four (24) months after the Closing Date, less any amounts that are subject to then-pending indemnification claims asserted by Buyer in accordance with the procedures set forth in the Stock Purchase Agreement and the Escrow Agreement.

Section 1.3 Joinder to Stockholder Representative Agreement. The Joining Stockholder hereby acknowledges and agrees that Ridgeline Equity Partners, LP, acting through Franklin Osei as the designated representative of the Selling Stockholders (the "Stockholder Representative"), shall serve as the Stockholder Representative for all post-closing matters arising under or in connection with the Stock Purchase Agreement and the ancillary transaction documents, including without limitation: (a) the negotiation, resolution, and settlement of indemnification claims asserted by Buyer or any Buyer Indemnified Party under Article IX of the Stock Purchase Agreement; (b) working capital adjustment disputes arising under the Working Capital Methodology Agreement; (c) escrow releases and the disbursement of amounts from the Escrow Fund; (d) any amendments, modifications, or waivers of the Stock Purchase Agreement or any ancillary document to the extent permitted thereunder; and (e) any other matters for which the Stockholder Representative is authorized to act on behalf of the Selling Stockholders under the Stock Purchase Agreement. The Joining Stockholder agrees that it shall be bound by the actions, decisions, instructions, and agreements of the Stockholder Representative as if the Joining Stockholder were a party to the Stockholder Representative Agreement dated as of the date of the Stock Purchase Agreement. The Joining Stockholder hereby irrevocably appoints and constitutes Ridgeline Equity Partners, LP as its true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, for and in the name, place, and stead of the Joining Stockholder, for such purposes, such appointment being coupled with an interest and being irrevocable by the Joining Stockholder or by operation of law.

ARTICLE II

INDEMNIFICATION OBLIGATIONS

Section 2.1 Indemnification. The Joining Stockholder acknowledges and agrees that it shall be subject to the indemnification obligations set forth in Article IX of the Stock Purchase Agreement to the same extent as all other Selling Stockholders. Without limiting the generality of the foregoing, the Joining Stockholder agrees that:

(a) The Joining Stockholder shall, together with the other Selling Stockholders, indemnify, defend, and hold harmless Buyer and its Affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the "Buyer Indemnified Parties") from and against any and all Losses arising out of or resulting from any breach or inaccuracy of any representation or warranty of the Company or the Selling Stockholders contained in the Stock Purchase Agreement, any breach or nonperformance of any covenant or agreement of the Company or the Selling Stockholders contained in the Stock Purchase Agreement, or any other matter for which indemnification is provided under Article IX of the Stock Purchase Agreement.

(b) The aggregate liability of the Selling Stockholders (including the Joining Stockholder) for indemnification claims arising out of breaches of general representations and warranties (other than Fundamental Representations and Tax Representations, as defined below) under the Stock Purchase Agreement shall not exceed Two Hundred Sixteen Million Dollars ($216,000,000), which amount represents eighteen percent (18%) of the Purchase Price (the "General Indemnification Cap").

(c) Notwithstanding the General Indemnification Cap, the Selling Stockholders' (including the Joining Stockholder's) indemnification obligations with respect to the Fundamental Representations (as defined in the Stock Purchase Agreement) shall be unlimited in amount and shall survive indefinitely.

(d) The Selling Stockholders' (including the Joining Stockholder's) indemnification obligations with respect to the Tax Representations (as defined in the Stock Purchase Agreement) shall be unlimited in amount and shall survive until the date that is sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof) with respect to the underlying Tax matter.

(e) General representations and warranties of the Company and the Selling Stockholders contained in the Stock Purchase Agreement (other than the Fundamental Representations and the Tax Representations) shall survive the Closing for a period of twenty-four (24) months from the Closing Date, and no claim for indemnification with respect thereto may be asserted after the expiration of such survival period, except that any claim for which a Claim Notice (as defined in the Stock Purchase Agreement) has been properly and timely delivered to the Stockholder Representative prior to the expiration of such survival period shall survive until such claim is finally resolved.

Section 2.2 Pro Rata Share. The Joining Stockholder's indemnification obligations under this Article II and under Article IX of the Stock Purchase Agreement shall be several (and not joint) and shall be limited to the Joining Stockholder's pro rata share of any indemnification obligations arising under Article IX of the Stock Purchase Agreement. For purposes of this Agreement and the Stock Purchase Agreement, the Joining Stockholder's "Pro Rata Share" shall be determined based on the percentage that the aggregate closing consideration actually received by the Joining Stockholder (including amounts deposited into escrow on behalf of the Joining Stockholder) bears to the total Purchase Price paid or payable by Buyer to all Selling Stockholders under the Stock Purchase Agreement. In no event shall the Joining Stockholder be liable for indemnification obligations in excess of its Pro Rata Share, except in the case of fraud or willful breach by the Joining Stockholder.

Section 2.3 Escrow as Exclusive Remedy for Certain Claims. The Joining Stockholder acknowledges and agrees that the Escrow Fund shall be the first source of recovery for indemnification claims asserted by any Buyer Indemnified Party under the Stock Purchase Agreement, and that the Joining Stockholder's Pro Rata Share of the Escrow Fund may be applied to satisfy such indemnification claims in accordance with the terms and procedures set forth in the Escrow Agreement and Article IX of the Stock Purchase Agreement. The Joining Stockholder further acknowledges that, subject to specified exceptions for claims based upon or arising out of (i) fraud or intentional misrepresentation, (ii) willful breach by any Selling Stockholder, (iii) breaches of Fundamental Representations, or (iv) breaches of Tax Representations, the Escrow Fund is intended to serve as the exclusive remedy of the Buyer Indemnified Parties with respect to indemnification claims for breaches of general representations and warranties under the Stock Purchase Agreement, as more particularly set forth in Article IX thereof.

Section 2.4 R&W Insurance. The Joining Stockholder acknowledges that Buyer has obtained a representations and warranties insurance policy (the "R&W Policy") from Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832), with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000) and a retention of Twelve Million Dollars ($12,000,000). The Joining Stockholder further acknowledges that such R&W Policy is intended to supplement (and not replace) the Selling Stockholders' indemnification obligations under the Stock Purchase Agreement, and that the existence of the R&W Policy does not limit, reduce, or otherwise modify the Joining Stockholder's indemnification obligations hereunder or under the Stock Purchase Agreement. Buyer shall have sole discretion as to whether and when to make claims under the R&W Policy, and no Selling Stockholder (including the Joining Stockholder) shall have any right, claim, or interest in or to the R&W Policy or the proceeds thereof.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE JOINING STOCKHOLDER

The Joining Stockholder hereby represents and warrants to Buyer and the Company as follows:

Section 3.1 Ownership of Shares. The Joining Stockholder is the record and/or beneficial owner of the number and class of shares of capital stock of NovaMart Global Inc. (and/or the number of vested stock options to acquire shares of capital stock of NovaMart Global Inc.) as set forth on the signature page hereto. The Joining Stockholder has good and valid title to such shares and/or vested options, free and clear of all Liens (other than restrictions imposed by applicable securities laws and the Company's governing documents), and has not sold, transferred, pledged, encumbered, or otherwise disposed of, or entered into any agreement or arrangement to sell, transfer, pledge, encumber, or otherwise dispose of, any of such shares or vested options, except as contemplated by the Stock Purchase Agreement and this Agreement.

Section 3.2 Authority. The Joining Stockholder has full legal right, power, and authority to execute, deliver, and perform this Joinder Agreement and to consummate the transactions contemplated hereby, including the sale of its shares of capital stock of the Company (and/or the exercise and sale of its vested options) to Buyer pursuant to the Stock Purchase Agreement. If the Joining Stockholder is an entity, this Joinder Agreement has been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of the Joining Stockholder, and no further action, approval, consent, or authorization is required on the part of the Joining Stockholder, its board of directors, members, partners, stockholders, or any other Person to authorize the execution, delivery, and performance of this Joinder Agreement.

Section 3.3 Enforceability. This Joinder Agreement has been duly executed and delivered by the Joining Stockholder and constitutes the legal, valid, and binding obligation of the Joining Stockholder, enforceable against the Joining Stockholder in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Laws affecting creditors' rights and remedies generally and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 3.4 No Conflicts. The execution, delivery, and performance of this Joinder Agreement by the Joining Stockholder does not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents of the Joining Stockholder (if the Joining Stockholder is an entity), (b) violate, conflict with, or result in a breach of any applicable Law, order, judgment, injunction, decree, or governmental regulation binding upon or applicable to the Joining Stockholder, or (c) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Joining Stockholder is a party or by which the Joining Stockholder or any of its assets are bound or affected. No consent, approval, order, or authorization of, or registration, declaration, or filing with, any Governmental Authority or other Person is required in connection with the execution, delivery, and performance of this Joinder Agreement by the Joining Stockholder.

Section 3.5 Adoption of Selling Stockholder Representations. The Joining Stockholder hereby adopts and makes, as of the date hereof and as of the Closing Date, each of the representations and warranties of the Selling Stockholders contained in the Stock Purchase Agreement that are applicable to the Joining Stockholder (including the representations and warranties contained in Article IV thereof), as if such representations and warranties were set forth in full herein, mutatis mutandis, with each reference therein to a "Selling Stockholder" being deemed to refer to the Joining Stockholder.

ARTICLE IV

ACKNOWLEDGMENTS

Section 4.1 Receipt of Stock Purchase Agreement. The Joining Stockholder acknowledges that it has received, reviewed, and understands the Stock Purchase Agreement (including all exhibits, schedules, and ancillary documents thereto), including without limitation the Seller Disclosure Schedules, the Escrow Agreement, the Stockholder Representative Agreement, the Working Capital Methodology Agreement, the Letter of Transmittal, and all other ancillary transaction documents delivered or to be delivered in connection therewith. The Joining Stockholder acknowledges that it has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Stock Purchase Agreement and the transactions contemplated thereby, and has had the opportunity to consult with its own legal, financial, tax, and other advisors with respect thereto.

Section 4.2 Purchase Price Allocation and Consideration. The Joining Stockholder acknowledges that it shall be entitled to receive its Pro Rata Share of the Purchase Price (net of the pro rata escrow holdback, any applicable withholding taxes, and any adjustments pursuant to the working capital adjustment mechanism described in Section 4.3 below) in accordance with the Stock Purchase Agreement and the Paying Agent Agreement entered into by and among the parties to the Stock Purchase Agreement and Marlowe Asset Management Trust Company, N.A. The receipt of such closing consideration by the Joining Stockholder is subject to the Joining Stockholder's timely submission of a properly completed Letter of Transmittal, together with the stock certificates representing the Joining Stockholder's shares of capital stock of the Company (or, in the event such certificates have been lost, stolen, or destroyed, a duly executed lost certificate affidavit and indemnity in the form prescribed by the Transfer Agent), to Continental Stocktransfer & Trust, Inc., as Transfer Agent, in accordance with the instructions set forth in the Letter of Transmittal and the Stock Purchase Agreement.

Section 4.3 Working Capital Adjustment. The Joining Stockholder acknowledges and agrees that the Purchase Price is subject to a post-closing adjustment based on the net working capital of NovaMart Global Inc. at the Closing relative to the working capital target of Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), with a collar of plus or minus Five Million Dollars (+/- $5,000,000) (the "Working Capital Collar"), as more particularly set forth in the Working Capital Methodology Agreement and Section [●] of the Stock Purchase Agreement. To the extent the final net working capital of the Company at the Closing is less than the working capital target minus the Working Capital Collar (i.e., less than $73,500,000) or greater than the working capital target plus the Working Capital Collar (i.e., greater than $83,500,000), the Purchase Price shall be adjusted in accordance with the terms and procedures set forth therein, and the Joining Stockholder's Pro Rata Share of any such adjustment (whether upward or downward) shall be binding upon the Joining Stockholder.

Section 4.4 Termination Fee Obligations. The Joining Stockholder acknowledges that the Selling Stockholders are collectively subject to a forward termination fee of Thirty Million Dollars ($30,000,000) (representing 2.5% of the Purchase Price), payable to Cascade Retail Holdings Inc. in the circumstances described in Section [●] of the Stock Purchase Agreement (including, without limitation, in the event the transactions contemplated by the Stock Purchase Agreement are not consummated due to a breach by the Company or the Selling Stockholders of their respective obligations thereunder). The Joining Stockholder agrees that its Pro Rata Share of any such termination fee obligation shall be binding upon the Joining Stockholder and payable in accordance with the terms and conditions of the Stock Purchase Agreement.

Section 4.5 Tax Matters. The Joining Stockholder acknowledges and agrees to the tax indemnification provisions of the Stock Purchase Agreement, including the Selling Stockholders' obligation to indemnify the Buyer Indemnified Parties for all pre-closing Tax liabilities of the Company and its Subsidiaries without regard to the General Indemnification Cap or any basket, deductible, or other limitation otherwise applicable to general indemnification claims under the Stock Purchase Agreement, with survival of such Tax indemnification obligations continuing until the date that is sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof) with respect to the underlying Tax matter. The Joining Stockholder further acknowledges its Pro Rata Share of the obligation with respect to transfer, documentary, stamp, sales, use, recording, registration, value-added, and similar Taxes imposed in connection with the transactions contemplated by the Stock Purchase Agreement (estimated at One Million Two Hundred Thousand Dollars ($1,200,000)), which amount shall be split equally between Buyer, on the one hand, and the Selling Stockholders (including the Joining Stockholder), on the other hand, in accordance with Section [●] of the Stock Purchase Agreement.

Section 4.6 Dispute Resolution. The Joining Stockholder agrees that any Action arising under, out of, in connection with, or related to the Stock Purchase Agreement, this Joinder Agreement, or any of the ancillary transaction documents (or the breach, termination, validity, interpretation, or enforcement thereof) shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction, in any state or federal court of competent jurisdiction located in the State of Delaware), and that each of the parties hereto irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue therein or any claim that such courts represent an inconvenient forum. The Joining Stockholder further acknowledges and agrees that disputes relating to indemnification claims shall be subject to the dispute resolution procedures set forth in Article IX of the Stock Purchase Agreement, including the use of an independent accounting firm to resolve disputes relating to the calculation of Losses.

ARTICLE V

GENERAL PROVISIONS

Section 5.1 Governing Law. This Joinder Agreement and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Joinder Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 5.2 Jurisdiction; Venue. Any Action arising under or in connection with this Joinder Agreement shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court declines to accept jurisdiction over a particular matter, in any state or federal court of competent jurisdiction located in the State of Delaware. Each party hereto irrevocably and unconditionally (a) submits to the exclusive personal jurisdiction of such courts and agrees not to commence any Action relating to or arising out of this Joinder Agreement or the transactions contemplated hereby in any other court, (b) waives, and agrees not to plead or assert in any such Action, any objection to the laying of venue in such courts, (c) waives, and agrees not to plead or assert in any such Action, that such Action has been brought in an inconvenient forum, and (d) irrevocably consents to service of process by means of any manner permitted by the laws of the State of Delaware.

Section 5.3 Entire Agreement. This Joinder Agreement, together with the Stock Purchase Agreement (including all exhibits, schedules, disclosure letters, and ancillary documents thereto), constitutes the entire agreement of the Joining Stockholder with Buyer, the Stockholder Representative, and the other Selling Stockholders with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings (written or oral) with respect to such subject matter.

Section 5.4 Amendment; Waiver. No amendment, modification, supplement, or waiver of any provision of this Joinder Agreement shall be effective unless made in writing and signed by (a) with respect to any amendment or modification, the Joining Stockholder and Buyer, and (b) with respect to any waiver, the party against whom enforcement of such waiver is sought. No failure or delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

Section 5.5 Successors and Assigns. This Joinder Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, personal representatives, executors, administrators, and permitted assigns. The Joining Stockholder may not assign any of its rights or delegate any of its obligations under this Joinder Agreement without the prior written consent of Buyer, and any purported assignment or delegation without such consent shall be null and void and of no force or effect. Buyer may assign its rights and obligations hereunder in whole or in part to any Affiliate of Buyer or to any successor-in-interest to all or substantially all of the business or assets of Buyer, without the consent of the Joining Stockholder.

Section 5.6 Severability. If any term or provision of this Joinder Agreement is held to be invalid, illegal, or unenforceable under any applicable Law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Joinder Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Joinder Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 5.7 Counterparts. This Joinder Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Joinder Agreement by facsimile, portable document format (.pdf), or other electronic means (including Brightwater Software or similar platform) shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement. Any party delivering an executed counterpart of this Joinder Agreement by electronic means shall also deliver a manually executed counterpart of this Joinder Agreement upon request, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Joinder Agreement.

Section 5.8 Notices. All notices, requests, claims, demands, consents, and other communications hereunder shall be in writing and shall be deemed duly given or made (a) on the date of delivery, if delivered personally, (b) on the date of transmission, if sent via electronic mail (with confirmation of transmission), (c) on the Business Day after deposit with an internationally recognized overnight courier service (with proof of delivery), or (d) on the third (3rd) Business Day after dispatch by registered or certified mail (postage prepaid, return receipt requested), in each case to the respective parties at the following addresses (or at such other address as may be designated by a party in a written notice given in accordance with this Section 5.8):

If to the Joining Stockholder, to the address set forth on the signature page hereto.

If to Buyer:

Cascade Retail Holdings Inc. 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119

Attention: Elena Vasquez-Bright, General Counsel

Email: evasquez-bright@cascadeholdings.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022

Attention: Harrison Wexford

Email: hwexford@calderwoodharkness.com

If to the Stockholder Representative:

Ridgeline Equity Partners, LP 200 Park Avenue South, 14th Floor New York, NY 10003

Attention: Franklin Osei

Email: fosei@ridgelineequity.com

with a copy (which shall not constitute notice) to:

Calloway, Brandt & Loewe LLP 600 Travis Street, Suite 4500 Houston, TX 77002

Attention: Richard Calloway

Email: rcalloway@cbllaw.com

Section 5.9 No Third-Party Beneficiaries. Nothing in this Joinder Agreement, express or implied, is intended to confer upon any Person other than the parties hereto and the parties to the Stock Purchase Agreement (and their respective successors, heirs, personal representatives, and permitted assigns) any rights, benefits, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this Joinder Agreement.

Section 5.10 Specific Performance. The parties hereto acknowledge and agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any provision of this Joinder Agreement were not performed in accordance with the specific terms hereof or were otherwise breached. Accordingly, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Joinder Agreement and to enforce specifically the terms and provisions of this Joinder Agreement, in addition to any other remedy to which the parties may be entitled at law or in equity. The parties further agree that the right of specific performance and other equitable relief is an integral part of the transactions contemplated by this Joinder Agreement and without such right, neither Buyer nor the Stockholder Representative would have entered into this Joinder Agreement or the Stock Purchase Agreement.

[Signature Pages Follow]

SIGNATURE PAGE TO JOINDER AGREEMENT

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date first written above.

JOINING STOCKHOLDER:

If the Joining Stockholder is an individual:

________________________________________

Printed Name of Joining Stockholder: [●]

If the Joining Stockholder is an entity:

[●]

By: ________

Name: [●]

Title: [●]

Address for Notices:

________________________________________

Email: ________

Equity Holdings of the Joining Stockholder in NovaMart Global Inc.:

ACKNOWLEDGED AND AGREED

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: [●]

Title: [●]

Address:

4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119

RIDGELINE EQUITY PARTNERS, LP, as Stockholder Representative

By: ________

Name: Franklin Osei

Title: Managing Partner

Address:

200 Park Avenue South, 14th Floor New York, NY 10003

EXHIBIT A

STOCK PURCHASE AGREEMENT (Incorporated by Reference)

The Stock Purchase Agreement, dated as of May 20, 2025, by and among Cascade Retail Holdings Inc., a Delaware corporation, NovaMart Global Inc., a Delaware corporation, and the Selling Stockholders party thereto, including all exhibits, schedules, disclosure letters, and ancillary agreements thereto (including the Seller Disclosure Schedules, the Escrow Agreement, the Stockholder Representative Agreement, the Working Capital Methodology Agreement, the Paying Agent Agreement, and the Letter of Transmittal), is hereby incorporated herein by reference as if set forth in its entirety in this Exhibit A.

Copies of the Stock Purchase Agreement and all ancillary transaction documents were previously delivered to the Joining Stockholder as part of the NovaMart Global Inc. Stockholder Written Consent Solicitation Package distributed to all holders of capital stock and vested stock options of the Company in connection with the solicitation of the requisite stockholder approval of the transactions contemplated by the Stock Purchase Agreement.

Additional copies of the Stock Purchase Agreement and all ancillary documents thereto are available upon written request from:

Buyer's Counsel:

Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022

Attention: Harrison Wexford

Email: hwexford@calderwoodharkness.com

Stockholder Representative:

Ridgeline Equity Partners, LP 200 Park Avenue South, 14th Floor New York, NY 10003

Attention: Franklin Osei

Email: fosei@ridgelineequity.com

[End of Joinder Agreement]

Description	Number / Class
Number and class of shares of capital stock held:	[●] shares of [Common Stock / Series [●] Preferred Stock]
Number of vested stock options held (if applicable):	[●]

JOINDER AGREEMENT
Form of Joinder to Stock Purchase Agreement
This Joinder Agreement (this "Agreement") is made and entered into as of [●], 2025, by the undersigned stockholder (the "Joining Stockholder") of NovaMart Global Inc., a Delaware corporation (the "Company"), in connection with that certain Stock Purchase Agreement, dated as of May 20, 2025 (as may be amended, supplemented, or otherwise modified from time to time, the "Stock Purchase Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Buyer"), the Company, and the Selling Stockholders party thereto (collectively, the "Selling Stockholders").
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Stock Purchase Agreement.
RECITALS
WHEREAS, Buyer, the Company, and the Selling Stockholders entered into the Stock Purchase Agreement, dated as of May 20, 2025, pursuant to which Buyer has agreed to purchase, and the Selling Stockholders have agreed to sell, one hundred percent (100%) of the issued and outstanding capital stock of the Company (the "Shares") for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Purchase Price"), on the terms and subject to the conditions set forth in the Stock Purchase Agreement;
WHEREAS, the Joining Stockholder is a holder of shares of capital stock of the Company (and/or vested options to acquire shares of capital stock of the Company) and was not an original signatory to the Stock Purchase Agreement as of the date of its execution;
WHEREAS, pursuant to Section [●] of the Stock Purchase Agreement, the Joining Stockholder is required (or has elected) to execute and deliver this Joinder Agreement as a condition to receiving its pro rata portion of the Purchase Price and the closing consideration (including the net cash at closing and any amounts released from escrow) in accordance with the terms and conditions of the Stock Purchase Agreement; and
WHEREAS, by executing this Joinder Agreement, the Joining Stockholder desires to become a "Selling Stockholder" under, and to be bound by all of the terms and conditions of, the Stock Purchase Agreement and the ancillary transaction documents contemplated thereby, including without limitation the indemnification, escrow, and other post-closing obligations set forth therein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Joining Stockholder hereby agrees as follows:
ARTICLE I
JOINDER AND AGREEMENT TO BE BOUND
Section 1.1 Joinder to Stock Purchase Agreement. The Joining Stockholder hereby agrees to be bound by, and subject to, all of the terms, conditions, covenants, agreements, representations, warranties, and obligations applicable to the "Selling Stockholders" under the Stock Purchase Agreement, in each case as if the Joining Stockholder were an original signatory to the Stock Purchase Agreement as of the date of its execution. Without limiting the generality of the foregoing, the Joining Stockholder acknowledges that by executing and delivering this Joinder Agreement, the Joining Stockholder shall assume all rights, benefits, obligations, and liabilities of a "Selling Stockholder" under the Stock Purchase Agreement to the same extent and with the same force and effect as though the Joining Stockholder had executed and delivered the Stock Purchase Agreement contemporaneously with the other Selling Stockholders. The Joining Stockholder shall be deemed a "Selling Stockholder" for all purposes of the Stock Purchase Agreement effective as of the date hereof, and each reference to a "Selling Stockholder" or the "Selling Stockholders" in the Stock Purchase Agreement and each ancillary document thereto shall be deemed to include the Joining Stockholder.
Section 1.2 Joinder to Escrow Agreement. The Joining Stockholder hereby acknowledges and agrees that it shall be bound by the terms and conditions of the Escrow Agreement, dated as of [the Closing Date] (the "Escrow Agreement"), by and among Cascade Retail Holdings Inc., Ridgeline Equity Partners, LP, as Stockholder Representative (as defined below), and Marlowe Asset Management Trust Company, N.A., as Escrow Agent (the "Escrow Agent"), including the deposit of eight percent (8%) of the Purchase Price (being Ninety-Six Million Dollars ($96,000,000) in the aggregate) into escrow with the Escrow Agent (the "Escrow Fund"). The Joining Stockholder's pro rata share of the Escrow Fund (determined in accordance with Section 2.2 hereof) shall be withheld from such Joining Stockholder's portion of the closing consideration payable at the Closing and shall be deposited into the escrow account established pursuant to and in accordance with the Escrow Agreement. The Joining Stockholder further acknowledges and agrees that the release of amounts held in the Escrow Fund shall be subject to the terms and conditions set forth in the Escrow Agreement, including that the Escrow Fund (or the remaining balance thereof) shall be released to the Selling Stockholders (including the Joining Stockholder on a pro rata basis) on the date that is twenty-four (24) months after the Closing Date, less any amounts that are subject to then-pending indemnification claims asserted by Buyer in accordance with the procedures set forth in the Stock Purchase Agreement and the Escrow Agreement.
Section 1.3 Joinder to Stockholder Representative Agreement. The Joining Stockholder hereby acknowledges and agrees that Ridgeline Equity Partners, LP, acting through Franklin Osei as the designated representative of the Selling Stockholders (the "Stockholder Representative"), shall serve as the Stockholder Representative for all post-closing matters arising under or in connection with the Stock Purchase Agreement and the ancillary transaction documents, including without limitation: (a) the negotiation, resolution, and settlement of indemnification claims asserted by Buyer or any Buyer Indemnified Party under Article IX of the Stock Purchase Agreement; (b) working capital adjustment disputes arising under the Working Capital Methodology Agreement; (c) escrow releases and the disbursement of amounts from the Escrow Fund; (d) any amendments, modifications, or waivers of the Stock Purchase Agreement or any ancillary document to the extent permitted thereunder; and (e) any other matters for which the Stockholder Representative is authorized to act on behalf of the Selling Stockholders under the Stock Purchase Agreement. The Joining Stockholder agrees that it shall be bound by the actions, decisions, instructions, and agreements of the Stockholder Representative as if the Joining Stockholder were a party to the Stockholder Representative Agreement dated as of the date of the Stock Purchase Agreement. The Joining Stockholder hereby irrevocably appoints and constitutes Ridgeline Equity Partners, LP as its true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, for and in the name, place, and stead of the Joining Stockholder, for such purposes, such appointment being coupled with an interest and being irrevocable by the Joining Stockholder or by operation of law.
ARTICLE II
INDEMNIFICATION OBLIGATIONS
Section 2.1 Indemnification. The Joining Stockholder acknowledges and agrees that it shall be subject to the indemnification obligations set forth in Article IX of the Stock Purchase Agreement to the same extent as all other Selling Stockholders. Without limiting the generality of the foregoing, the Joining Stockholder agrees that:
(a) The Joining Stockholder shall, together with the other Selling Stockholders, indemnify, defend, and hold harmless Buyer and its Affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the "Buyer Indemnified Parties") from and against any and all Losses arising out of or resulting from any breach or inaccuracy of any representation or warranty of the Company or the Selling Stockholders contained in the Stock Purchase Agreement, any breach or nonperformance of any covenant or agreement of the Company or the Selling Stockholders contained in the Stock Purchase Agreement, or any other matter for which indemnification is provided under Article IX of the Stock Purchase Agreement.
(b) The aggregate liability of the Selling Stockholders (including the Joining Stockholder) for indemnification claims arising out of breaches of general representations and warranties (other than Fundamental Representations and Tax Representations, as defined below) under the Stock Purchase Agreement shall not exceed Two Hundred Sixteen Million Dollars ($216,000,000), which amount represents eighteen percent (18%) of the Purchase Price (the "General Indemnification Cap").
(c) Notwithstanding the General Indemnification Cap, the Selling Stockholders' (including the Joining Stockholder's) indemnification obligations with respect to the Fundamental Representations (as defined in the Stock Purchase Agreement) shall be unlimited in amount and shall survive indefinitely.
(d) The Selling Stockholders' (including the Joining Stockholder's) indemnification obligations with respect to the Tax Representations (as defined in the Stock Purchase Agreement) shall be unlimited in amount and shall survive until the date that is sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof) with respect to the underlying Tax matter.
(e) General representations and warranties of the Company and the Selling Stockholders contained in the Stock Purchase Agreement (other than the Fundamental Representations and the Tax Representations) shall survive the Closing for a period of twenty-four (24) months from the Closing Date, and no claim for indemnification with respect thereto may be asserted after the expiration of such survival period, except that any claim for which a Claim Notice (as defined in the Stock Purchase Agreement) has been properly and timely delivered to the Stockholder Representative prior to the expiration of such survival period shall survive until such claim is finally resolved.
Section 2.2 Pro Rata Share. The Joining Stockholder's indemnification obligations under this Article II and under Article IX of the Stock Purchase Agreement shall be several (and not joint) and shall be limited to the Joining Stockholder's pro rata share of any indemnification obligations arising under Article IX of the Stock Purchase Agreement. For purposes of this Agreement and the Stock Purchase Agreement, the Joining Stockholder's "Pro Rata Share" shall be determined based on the percentage that the aggregate closing consideration actually received by the Joining Stockholder (including amounts deposited into escrow on behalf of the Joining Stockholder) bears to the total Purchase Price paid or payable by Buyer to all Selling Stockholders under the Stock Purchase Agreement. In no event shall the Joining Stockholder be liable for indemnification obligations in excess of its Pro Rata Share, except in the case of fraud or willful breach by the Joining Stockholder.
Section 2.3 Escrow as Exclusive Remedy for Certain Claims. The Joining Stockholder acknowledges and agrees that the Escrow Fund shall be the first source of recovery for indemnification claims asserted by any Buyer Indemnified Party under the Stock Purchase Agreement, and that the Joining Stockholder's Pro Rata Share of the Escrow Fund may be applied to satisfy such indemnification claims in accordance with the terms and procedures set forth in the Escrow Agreement and Article IX of the Stock Purchase Agreement. The Joining Stockholder further acknowledges that, subject to specified exceptions for claims based upon or arising out of (i) fraud or intentional misrepresentation, (ii) willful breach by any Selling Stockholder, (iii) breaches of Fundamental Representations, or (iv) breaches of Tax Representations, the Escrow Fund is intended to serve as the exclusive remedy of the Buyer Indemnified Parties with respect to indemnification claims for breaches of general representations and warranties under the Stock Purchase Agreement, as more particularly set forth in Article IX thereof.
Section 2.4 R&W Insurance. The Joining Stockholder acknowledges that Buyer has obtained a representations and warranties insurance policy (the "R&W Policy") from Meridian Specialty Insurance Company (Policy No. MSI-RWI-2025-07832), with a policy limit of Two Hundred Sixteen Million Dollars ($216,000,000) and a retention of Twelve Million Dollars ($12,000,000). The Joining Stockholder further acknowledges that such R&W Policy is intended to supplement (and not replace) the Selling Stockholders' indemnification obligations under the Stock Purchase Agreement, and that the existence of the R&W Policy does not limit, reduce, or otherwise modify the Joining Stockholder's indemnification obligations hereunder or under the Stock Purchase Agreement. Buyer shall have sole discretion as to whether and when to make claims under the R&W Policy, and no Selling Stockholder (including the Joining Stockholder) shall have any right, claim, or interest in or to the R&W Policy or the proceeds thereof.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE JOINING STOCKHOLDER
The Joining Stockholder hereby represents and warrants to Buyer and the Company as follows:
Section 3.1 Ownership of Shares. The Joining Stockholder is the record and/or beneficial owner of the number and class of shares of capital stock of NovaMart Global Inc. (and/or the number of vested stock options to acquire shares of capital stock of NovaMart Global Inc.) as set forth on the signature page hereto. The Joining Stockholder has good and valid title to such shares and/or vested options, free and clear of all Liens (other than restrictions imposed by applicable securities laws and the Company's governing documents), and has not sold, transferred, pledged, encumbered, or otherwise disposed of, or entered into any agreement or arrangement to sell, transfer, pledge, encumber, or otherwise dispose of, any of such shares or vested options, except as contemplated by the Stock Purchase Agreement and this Agreement.
Section 3.2 Authority. The Joining Stockholder has full legal right, power, and authority to execute, deliver, and perform this Joinder Agreement and to consummate the transactions contemplated hereby, including the sale of its shares of capital stock of the Company (and/or the exercise and sale of its vested options) to Buyer pursuant to the Stock Purchase Agreement. If the Joining Stockholder is an entity, this Joinder Agreement has been duly authorized by all necessary corporate, partnership, limited liability company, or other organizational action on the part of the Joining Stockholder, and no further action, approval, consent, or authorization is required on the part of the Joining Stockholder, its board of directors, members, partners, stockholders, or any other Person to authorize the execution, delivery, and performance of this Joinder Agreement.
Section 3.3 Enforceability. This Joinder Agreement has been duly executed and delivered by the Joining Stockholder and constitutes the legal, valid, and binding obligation of the Joining Stockholder, enforceable against the Joining Stockholder in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Laws affecting creditors' rights and remedies generally and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 3.4 No Conflicts. The execution, delivery, and performance of this Joinder Agreement by the Joining Stockholder does not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents of the Joining Stockholder (if the Joining Stockholder is an entity), (b) violate, conflict with, or result in a breach of any applicable Law, order, judgment, injunction, decree, or governmental regulation binding upon or applicable to the Joining Stockholder, or (c) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Joining Stockholder is a party or by which the Joining Stockholder or any of its assets are bound or affected. No consent, approval, order, or authorization of, or registration, declaration, or filing with, any Governmental Authority or other Person is required in connection with the execution, delivery, and performance of this Joinder Agreement by the Joining Stockholder.
Section 3.5 Adoption of Selling Stockholder Representations. The Joining Stockholder hereby adopts and makes, as of the date hereof and as of the Closing Date, each of the representations and warranties of the Selling Stockholders contained in the Stock Purchase Agreement that are applicable to the Joining Stockholder (including the representations and warranties contained in Article IV thereof), as if such representations and warranties were set forth in full herein, mutatis mutandis, with each reference therein to a "Selling Stockholder" being deemed to refer to the Joining Stockholder.
ARTICLE IV
ACKNOWLEDGMENTS
Section 4.1 Receipt of Stock Purchase Agreement. The Joining Stockholder acknowledges that it has received, reviewed, and understands the Stock Purchase Agreement (including all exhibits, schedules, and ancillary documents thereto), including without limitation the Seller Disclosure Schedules, the Escrow Agreement, the Stockholder Representative Agreement, the Working Capital Methodology Agreement, the Letter of Transmittal, and all other ancillary transaction documents delivered or to be delivered in connection therewith. The Joining Stockholder acknowledges that it has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Stock Purchase Agreement and the transactions contemplated thereby, and has had the opportunity to consult with its own legal, financial, tax, and other advisors with respect thereto.
Section 4.2 Purchase Price Allocation and Consideration. The Joining Stockholder acknowledges that it shall be entitled to receive its Pro Rata Share of the Purchase Price (net of the pro rata escrow holdback, any applicable withholding taxes, and any adjustments pursuant to the working capital adjustment mechanism described in Section 4.3 below) in accordance with the Stock Purchase Agreement and the Paying Agent Agreement entered into by and among the parties to the Stock Purchase Agreement and Marlowe Asset Management Trust Company, N.A. The receipt of such closing consideration by the Joining Stockholder is subject to the Joining Stockholder's timely submission of a properly completed Letter of Transmittal, together with the stock certificates representing the Joining Stockholder's shares of capital stock of the Company (or, in the event such certificates have been lost, stolen, or destroyed, a duly executed lost certificate affidavit and indemnity in the form prescribed by the Transfer Agent), to Continental Stocktransfer & Trust, Inc., as Transfer Agent, in accordance with the instructions set forth in the Letter of Transmittal and the Stock Purchase Agreement.
Section 4.3 Working Capital Adjustment. The Joining Stockholder acknowledges and agrees that the Purchase Price is subject to a post-closing adjustment based on the net working capital of NovaMart Global Inc. at the Closing relative to the working capital target of Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000), with a collar of plus or minus Five Million Dollars (+/- $5,000,000) (the "Working Capital Collar"), as more particularly set forth in the Working Capital Methodology Agreement and Section [●] of the Stock Purchase Agreement. To the extent the final net working capital of the Company at the Closing is less than the working capital target minus the Working Capital Collar (i.e., less than $73,500,000) or greater than the working capital target plus the Working Capital Collar (i.e., greater than $83,500,000), the Purchase Price shall be adjusted in accordance with the terms and procedures set forth therein, and the Joining Stockholder's Pro Rata Share of any such adjustment (whether upward or downward) shall be binding upon the Joining Stockholder.
Section 4.4 Termination Fee Obligations. The Joining Stockholder acknowledges that the Selling Stockholders are collectively subject to a forward termination fee of Thirty Million Dollars ($30,000,000) (representing 2.5% of the Purchase Price), payable to Cascade Retail Holdings Inc. in the circumstances described in Section [●] of the Stock Purchase Agreement (including, without limitation, in the event the transactions contemplated by the Stock Purchase Agreement are not consummated due to a breach by the Company or the Selling Stockholders of their respective obligations thereunder). The Joining Stockholder agrees that its Pro Rata Share of any such termination fee obligation shall be binding upon the Joining Stockholder and payable in accordance with the terms and conditions of the Stock Purchase Agreement.
Section 4.5 Tax Matters. The Joining Stockholder acknowledges and agrees to the tax indemnification provisions of the Stock Purchase Agreement, including the Selling Stockholders' obligation to indemnify the Buyer Indemnified Parties for all pre-closing Tax liabilities of the Company and its Subsidiaries without regard to the General Indemnification Cap or any basket, deductible, or other limitation otherwise applicable to general indemnification claims under the Stock Purchase Agreement, with survival of such Tax indemnification obligations continuing until the date that is sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof) with respect to the underlying Tax matter. The Joining Stockholder further acknowledges its Pro Rata Share of the obligation with respect to transfer, documentary, stamp, sales, use, recording, registration, value-added, and similar Taxes imposed in connection with the transactions contemplated by the Stock Purchase Agreement (estimated at One Million Two Hundred Thousand Dollars ($1,200,000)), which amount shall be split equally between Buyer, on the one hand, and the Selling Stockholders (including the Joining Stockholder), on the other hand, in accordance with Section [●] of the Stock Purchase Agreement.
Section 4.6 Dispute Resolution. The Joining Stockholder agrees that any Action arising under, out of, in connection with, or related to the Stock Purchase Agreement, this Joinder Agreement, or any of the ancillary transaction documents (or the breach, termination, validity, interpretation, or enforcement thereof) shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction, in any state or federal court of competent jurisdiction located in the State of Delaware), and that each of the parties hereto irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue therein or any claim that such courts represent an inconvenient forum. The Joining Stockholder further acknowledges and agrees that disputes relating to indemnification claims shall be subject to the dispute resolution procedures set forth in Article IX of the Stock Purchase Agreement, including the use of an independent accounting firm to resolve disputes relating to the calculation of Losses.
ARTICLE V
GENERAL PROVISIONS
Section 5.1 Governing Law. This Joinder Agreement and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Joinder Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 5.2 Jurisdiction; Venue. Any Action arising under or in connection with this Joinder Agreement shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court declines to accept jurisdiction over a particular matter, in any state or federal court of competent jurisdiction located in the State of Delaware. Each party hereto irrevocably and unconditionally (a) submits to the exclusive personal jurisdiction of such courts and agrees not to commence any Action relating to or arising out of this Joinder Agreement or the transactions contemplated hereby in any other court, (b) waives, and agrees not to plead or assert in any such Action, any objection to the laying of venue in such courts, (c) waives, and agrees not to plead or assert in any such Action, that such Action has been brought in an inconvenient forum, and (d) irrevocably consents to service of process by means of any manner permitted by the laws of the State of Delaware.
Section 5.3 Entire Agreement. This Joinder Agreement, together with the Stock Purchase Agreement (including all exhibits, schedules, disclosure letters, and ancillary documents thereto), constitutes the entire agreement of the Joining Stockholder with Buyer, the Stockholder Representative, and the other Selling Stockholders with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings (written or oral) with respect to such subject matter.
Section 5.4 Amendment; Waiver. No amendment, modification, supplement, or waiver of any provision of this Joinder Agreement shall be effective unless made in writing and signed by (a) with respect to any amendment or modification, the Joining Stockholder and Buyer, and (b) with respect to any waiver, the party against whom enforcement of such waiver is sought. No failure or delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.
Section 5.5 Successors and Assigns. This Joinder Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, personal representatives, executors, administrators, and permitted assigns. The Joining Stockholder may not assign any of its rights or delegate any of its obligations under this Joinder Agreement without the prior written consent of Buyer, and any purported assignment or delegation without such consent shall be null and void and of no force or effect. Buyer may assign its rights and obligations hereunder in whole or in part to any Affiliate of Buyer or to any successor-in-interest to all or substantially all of the business or assets of Buyer, without the consent of the Joining Stockholder.
Section 5.6 Severability. If any term or provision of this Joinder Agreement is held to be invalid, illegal, or unenforceable under any applicable Law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Joinder Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Joinder Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Section 5.7 Counterparts. This Joinder Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Joinder Agreement by facsimile, portable document format (.pdf), or other electronic means (including Brightwater Software or similar platform) shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement. Any party delivering an executed counterpart of this Joinder Agreement by electronic means shall also deliver a manually executed counterpart of this Joinder Agreement upon request, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Joinder Agreement.
Section 5.8 Notices. All notices, requests, claims, demands, consents, and other communications hereunder shall be in writing and shall be deemed duly given or made (a) on the date of delivery, if delivered personally, (b) on the date of transmission, if sent via electronic mail (with confirmation of transmission), (c) on the Business Day after deposit with an internationally recognized overnight courier service (with proof of delivery), or (d) on the third (3rd) Business Day after dispatch by registered or certified mail (postage prepaid, return receipt requested), in each case to the respective parties at the following addresses (or at such other address as may be designated by a party in a written notice given in accordance with this Section 5.8):
If to the Joining Stockholder, to the address set forth on the signature page hereto.
If to Buyer:
Cascade Retail Holdings Inc. 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119
Attention: Elena Vasquez-Bright, General Counsel
Email: evasquez-bright@cascadeholdings.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
Attention: Harrison Wexford
Email: hwexford@calderwoodharkness.com
If to the Stockholder Representative:
Ridgeline Equity Partners, LP 200 Park Avenue South, 14th Floor New York, NY 10003
Attention: Franklin Osei
Email: fosei@ridgelineequity.com
with a copy (which shall not constitute notice) to:
Calloway, Brandt & Loewe LLP 600 Travis Street, Suite 4500 Houston, TX 77002
Attention: Richard Calloway
Email: rcalloway@cbllaw.com
Section 5.9 No Third-Party Beneficiaries. Nothing in this Joinder Agreement, express or implied, is intended to confer upon any Person other than the parties hereto and the parties to the Stock Purchase Agreement (and their respective successors, heirs, personal representatives, and permitted assigns) any rights, benefits, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this Joinder Agreement.
Section 5.10 Specific Performance. The parties hereto acknowledge and agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any provision of this Joinder Agreement were not performed in accordance with the specific terms hereof or were otherwise breached. Accordingly, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Joinder Agreement and to enforce specifically the terms and provisions of this Joinder Agreement, in addition to any other remedy to which the parties may be entitled at law or in equity. The parties further agree that the right of specific performance and other equitable relief is an integral part of the transactions contemplated by this Joinder Agreement and without such right, neither Buyer nor the Stockholder Representative would have entered into this Joinder Agreement or the Stock Purchase Agreement.
[Signature Pages Follow]
SIGNATURE PAGE TO JOINDER AGREEMENT
IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date first written above.
JOINING STOCKHOLDER:
If the Joining Stockholder is an individual:
________________________________________
Printed Name of Joining Stockholder: [●]
If the Joining Stockholder is an entity:
[●]
By: ________
Name: [●]
Title: [●]
Address for Notices:
________________________________________
________________________________________
________________________________________
Email: ________
Equity Holdings of the Joining Stockholder in NovaMart Global Inc.:
ACKNOWLEDGED AND AGREED
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: [●]
Title: [●]
Address:
4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119
RIDGELINE EQUITY PARTNERS, LP, as Stockholder Representative
By: ________
Name: Franklin Osei
Title: Managing Partner
Address:
200 Park Avenue South, 14th Floor New York, NY 10003
EXHIBIT A
STOCK PURCHASE AGREEMENT (Incorporated by Reference)
The Stock Purchase Agreement, dated as of May 20, 2025, by and among Cascade Retail Holdings Inc., a Delaware corporation, NovaMart Global Inc., a Delaware corporation, and the Selling Stockholders party thereto, including all exhibits, schedules, disclosure letters, and ancillary agreements thereto (including the Seller Disclosure Schedules, the Escrow Agreement, the Stockholder Representative Agreement, the Working Capital Methodology Agreement, the Paying Agent Agreement, and the Letter of Transmittal), is hereby incorporated herein by reference as if set forth in its entirety in this Exhibit A.
Copies of the Stock Purchase Agreement and all ancillary transaction documents were previously delivered to the Joining Stockholder as part of the NovaMart Global Inc. Stockholder Written Consent Solicitation Package distributed to all holders of capital stock and vested stock options of the Company in connection with the solicitation of the requisite stockholder approval of the transactions contemplated by the Stock Purchase Agreement.
Additional copies of the Stock Purchase Agreement and all ancillary documents thereto are available upon written request from:
Buyer's Counsel:
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
Attention: Harrison Wexford
Email: hwexford@calderwoodharkness.com
Stockholder Representative:
Ridgeline Equity Partners, LP 200 Park Avenue South, 14th Floor New York, NY 10003
Attention: Franklin Osei
Email: fosei@ridgelineequity.com
[End of Joinder Agreement]
Description | Number / Class
Number and class of shares of capital stock held: | [●] shares of [Common Stock / Series [●] Preferred Stock]
Number of vested stock options held (if applicable): | [●]

JOINDER AGREEMENT

RECITALS

ARTICLE I

JOINDER AND AGREEMENT TO BE BOUND

ARTICLE II

INDEMNIFICATION OBLIGATIONS

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE JOINING STOCKHOLDER

ARTICLE IV

ACKNOWLEDGMENTS

ARTICLE V

GENERAL PROVISIONS

SIGNATURE PAGE TO JOINDER AGREEMENT

JOINING STOCKHOLDER:

ACKNOWLEDGED AND AGREED

CASCADE RETAIL HOLDINGS INC.

EXHIBIT A

Record

Parties

Dates

Amounts