1038-00009 · Client 1038 · Transaction Documents

letter-of-transmittal-form.docx DOCUMENT M&A / Corporate

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LETTER OF TRANSMITTAL

For Tender of Shares of Common Stock of NovaMart Global Inc. Pursuant to the Stock Purchase Agreement dated May 20, 2025

To be completed and submitted by each Selling Stockholder of NovaMart Global Inc.

This Letter of Transmittal is being furnished in connection with the Stock Purchase Agreement, dated as of May 20, 2025 (the "Stock Purchase Agreement" or "SPA"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Buyer"), NovaMart Global Inc., a Delaware corporation (the "Company"), and the Selling Stockholders party thereto (each, a "Selling Stockholder" and collectively, the "Selling Stockholders"). Each Selling Stockholder is required to complete, sign, and deliver this Letter of Transmittal, together with the stock certificate(s) representing shares of NovaMart Global Inc. common stock (or a Lost Certificate Affidavit, as applicable), in order to receive such Selling Stockholder's pro rata portion of the consideration payable under the Stock Purchase Agreement.

All completed Letters of Transmittal, stock certificates, and related documentation should be directed to:

Continental Stocktransfer & Trust, Inc. (the "Transfer Agent") 17 Battery Place, Suite 930 New York, NY 10004

Attention: Corporate Actions Department

Reference: NovaMart Global Inc. — Stock Purchase by Cascade Retail Holdings Inc.

IMPORTANT INSTRUCTIONS AND NOTICES

DO NOT SEND THIS LETTER OF TRANSMITTAL TO NOVAMART GLOBAL INC., CASCADE RETAIL HOLDINGS INC., OR THEIR RESPECTIVE COUNSEL. SEND TO THE TRANSFER AGENT AT THE ADDRESS ABOVE.

This Letter of Transmittal is to be used in connection with the closing of the acquisition of 100% of the issued and outstanding capital stock of NovaMart Global Inc. by Cascade Retail Holdings Inc. for an aggregate purchase price of $1,200,000,000 in cash (the "Purchase Price"), on the terms and subject to the conditions set forth in the Stock Purchase Agreement.

Capitalized terms used but not defined in this Letter of Transmittal shall have the meanings set forth in the Stock Purchase Agreement. In the event of any conflict between the terms of this Letter of Transmittal and the Stock Purchase Agreement, the terms of the Stock Purchase Agreement shall control.

This Letter of Transmittal must be properly completed and signed by the Selling Stockholder (or an authorized representative thereof) and delivered, together with the original stock certificate(s) representing shares of NovaMart Global Inc. common stock (or, if any certificate has been lost, stolen, destroyed, or mutilated, a completed and signed Lost Certificate Affidavit in the form attached hereto as Exhibit A), to the Transfer Agent at the address set forth above. Failure to properly complete this Letter of Transmittal or to deliver all required documents may result in a delay in the processing of payment to the Selling Stockholder.

The closing consideration will be distributed through Marlowe Asset Management Trust Company, N.A., acting as Paying Agent (the "Paying Agent"), in accordance with the payment instructions provided by each Selling Stockholder in Section 4 of this Letter of Transmittal. The Paying Agent will remit payment to each Selling Stockholder promptly following the closing of the transaction, subject to receipt by the Transfer Agent of a properly completed Letter of Transmittal and all required documentation.

Escrow Holdback. In accordance with Article VIII of the Stock Purchase Agreement, an amount equal to $96,000,000 (representing 8% of the Purchase Price) will be deposited at closing with Marlowe Asset Management Trust Company, N.A., acting as Escrow Agent (the "Escrow Agent"), into an escrow account (the "Escrow Amount"). Each Selling Stockholder's pro rata portion of the consideration payable at closing will be reduced by such Selling Stockholder's pro rata share of the Escrow Amount. The Escrow Amount is subject to release twenty-four (24) months after the closing date, net of any amounts required to satisfy pending or unresolved indemnification claims under Article IX of the Stock Purchase Agreement. Each Selling Stockholder's pro rata share of the Escrow Amount, to the extent not subject to any pending claim, will be released to such Selling Stockholder in accordance with the terms of the Escrow Agreement entered into at closing.

Selling Stockholders are encouraged to review the Stock Purchase Agreement, the Escrow Agreement, and all ancillary documents carefully, and to consult with their own legal, tax, and financial advisors, before completing and submitting this Letter of Transmittal.

SECTION 1: IDENTIFICATION OF SELLING STOCKHOLDER

Please provide the following information. All information must be complete and accurate. The Paying Agent and the Transfer Agent will rely on the information provided in this Section 1 for purposes of processing payment and transferring shares.

Full Legal Name of Selling Stockholder: ________

Type of Holder (check one):

Individual Corporation Limited Partnership Limited Liability Company Trust Other (please specify): ________

If entity, jurisdiction of formation: ________

Taxpayer Identification Number (EIN or SSN): ________

Address of Record:

Street Address: ________

City: _____ State: __ Zip Code: ___

Telephone Number: ________

Email Address: ________

Contact Person (if entity): ________ Title: ________

SECTION 2: DESCRIPTION OF SHARES TENDERED

Please list below all certificates representing shares of common stock of NovaMart Global Inc. held by the Selling Stockholder. The Stock Purchase Agreement requires the sale of 100% of the issued and outstanding capital stock of NovaMart Global Inc. Each Selling Stockholder must tender ALL shares of NovaMart Global Inc. common stock owned by such Selling Stockholder. The number of shares being tendered with respect to each certificate must equal the total number of shares represented by such certificate.

Total Number of Shares Tendered: ________

If the Selling Stockholder holds more than six (6) certificates, please list each certificate separately on a continuation page and attach such continuation page(s) to this Letter of Transmittal. Each continuation page should include the Selling Stockholder's name and signature.

Note: The aggregate number of shares tendered by the Selling Stockholder must equal the total number of shares of NovaMart Global Inc. common stock owned of record by such Selling Stockholder as reflected on the stock transfer books and records of the Company. Any discrepancy between the number of shares tendered and the number of shares reflected on the Company's books and records may result in a delay in the processing of this Letter of Transmittal.

SECTION 3: LOST, STOLEN, DESTROYED, OR MUTILATED CERTIFICATES

Check here if any certificate(s) listed in Section 2 have been lost, stolen, destroyed, or mutilated.

If the above box is checked, do NOT include a certificate for those shares with this Letter of Transmittal. Instead, the Selling Stockholder must complete and sign the Lost Certificate Affidavit attached hereto as Exhibit A and submit the completed Lost Certificate Affidavit together with this Letter of Transmittal.

Please note that Continental Stocktransfer & Trust, Inc. may, in its sole discretion, require the Selling Stockholder to obtain and furnish an indemnity bond or other surety satisfactory to the Transfer Agent in connection with any lost, stolen, or destroyed certificate(s). The cost of any such indemnity bond or surety shall be borne solely by the Selling Stockholder. The Transfer Agent will notify the Selling Stockholder of any bond or surety requirement promptly following receipt of the Lost Certificate Affidavit.

If any certificate has been mutilated (but is still in the possession of the Selling Stockholder), the Selling Stockholder should include the mutilated certificate with this Letter of Transmittal, together with a completed Lost Certificate Affidavit describing the mutilation.

SECTION 4: PAYMENT INSTRUCTIONS

Section 4(a): Wire Transfer Instructions (Preferred Method)

The Selling Stockholder's pro rata portion of the net closing consideration (i.e., the Purchase Price of $1,200,000,000 less the $96,000,000 Escrow Amount, as adjusted for any estimated working capital adjustment pursuant to the Working Capital Methodology Agreement, allocated pro rata among the Selling Stockholders based on the number of shares tendered by each Selling Stockholder relative to the total number of issued and outstanding shares of NovaMart Global Inc. common stock) will be paid by wire transfer of immediately available funds to the account designated below, unless the Selling Stockholder elects payment by check in Section 4(b) below.

Please provide the following wire transfer details:

Bank Name: ________

Bank Address: ________

ABA/Routing Number: ________

Account Name: ________ (Must match the Selling Stockholder name provided in Section 1 above)

Account Number: ________

Reference / Memo: ________

SWIFT Code (if applicable for international wire): ________

The Selling Stockholder acknowledges that it is responsible for the accuracy of the wire transfer instructions provided above. The Paying Agent and Buyer shall not be liable for any loss, delay, or misdirection of funds resulting from inaccurate or incomplete wire transfer instructions. If the wire transfer is rejected or returned by the receiving bank for any reason, the Paying Agent will use commercially reasonable efforts to contact the Selling Stockholder to obtain corrected instructions, but shall have no obligation to resend the wire transfer until corrected instructions are received and verified.

Section 4(b): Check Payment (Alternative — If Wire Transfer Not Available)

Check here if payment by check is requested in lieu of wire transfer.

If the above box is checked, a check will be issued by the Paying Agent in the amount of the Selling Stockholder's pro rata portion of the net closing consideration. The check will be made payable to:

Payee Name: ________ (Must match the Selling Stockholder legal name provided in Section 1 above)

Mailing Address for Check (complete only if different from the address of record provided in Section 1):

Street Address: ________

City: _____ State: __ Zip Code: ___

Please note: Check payments may be subject to processing and delivery delays. Neither the Paying Agent nor the Buyer assumes any liability for delays in mail delivery or for checks lost in transit. Selling Stockholders are strongly encouraged to elect wire transfer as the preferred method of payment. If a check is lost or not received within fifteen (15) business days of the closing date, the Selling Stockholder should contact the Paying Agent to request a replacement check, which may be subject to a stop-payment fee.

SECTION 5: PRO RATA CONSIDERATION CALCULATION (FOR REFERENCE ONLY)

This Section 5 is provided for informational purposes only and is not intended to constitute a binding calculation of the consideration payable to any Selling Stockholder. The exact per-share amount payable at closing will be determined at or prior to closing and communicated to each Selling Stockholder by the Stockholder Representative.

Each Selling Stockholder's pro rata portion of the net closing consideration is calculated as follows:

(Number of shares tendered by such Selling Stockholder ÷ Total issued and outstanding shares of NovaMart Global Inc. common stock) × Net Cash at Closing

For purposes of this calculation:

• Net Cash at Closing equals $1,104,000,000, which is the Purchase Price of $1,200,000,000 minus the Escrow Amount of $96,000,000, subject further to adjustment based on the estimated working capital adjustment determined in accordance with the Working Capital Methodology Agreement attached as Exhibit C to the Stock Purchase Agreement.

• The Working Capital Target is $78,500,000, with a collar of +/- $5,000,000 before any true-up adjustment applies. If the Estimated Closing Working Capital (as defined in the SPA) is within $5,000,000 above or below the Working Capital Target, no adjustment to the closing consideration will be made at closing. If the Estimated Closing Working Capital exceeds the Working Capital Target by more than $5,000,000, the Net Cash at Closing will be increased dollar-for-dollar by the amount of such excess. If the Estimated Closing Working Capital is less than the Working Capital Target by more than $5,000,000, the Net Cash at Closing will be decreased dollar-for-dollar by the amount of such shortfall. A final true-up adjustment will be made within ninety (90) days after closing in accordance with Article II of the Stock Purchase Agreement.

Escrow. Each Selling Stockholder's pro rata share of the $96,000,000 Escrow Amount will be held by Marlowe Asset Management Trust Company, N.A., as Escrow Agent, in a segregated interest-bearing escrow account. The Escrow Amount will be released in accordance with the terms of the Escrow Agreement, generally twenty-four (24) months after the closing date, subject to retention of amounts necessary to satisfy any pending or unresolved indemnification claims under Article IX of the Stock Purchase Agreement. The indemnification obligations of the Selling Stockholders under the Stock Purchase Agreement are subject to an aggregate cap of $216,000,000 (representing 18% of the Purchase Price). Any interest earned on the Escrow Amount during the escrow period will be allocated pro rata among the Selling Stockholders in proportion to their respective shares of the Escrow Amount and will be distributed together with the released escrow funds.

SECTION 6: REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF THE SELLING STOCKHOLDER

By signing this Letter of Transmittal, the undersigned Selling Stockholder hereby represents, warrants, and agrees, for the benefit of Cascade Retail Holdings Inc., the Transfer Agent, the Paying Agent, and the Escrow Agent, as follows:

(a) The Selling Stockholder is the sole record and beneficial owner of the shares of NovaMart Global Inc. common stock described in Section 2 of this Letter of Transmittal and has full power, authority, and legal capacity to tender, sell, assign, transfer, and deliver such shares to Buyer in accordance with the Stock Purchase Agreement and this Letter of Transmittal. No other person or entity has any right, title, interest, or claim in, to, or with respect to such shares or the consideration payable therefor.

(b) The shares described in Section 2 are being tendered free and clear of all liens, encumbrances, pledges, security interests, claims, options, rights of first refusal, restrictions on transfer, voting agreements, proxies, and equities of any kind whatsoever (other than restrictions under applicable federal and state securities laws). Upon transfer of such shares to Buyer at closing, Buyer will acquire good and valid title to such shares, free and clear of all such encumbrances.

(c) The Selling Stockholder has received and reviewed the Stock Purchase Agreement dated May 20, 2025, and all schedules, exhibits, and ancillary documents thereto (including, without limitation, the Escrow Agreement, the Working Capital Methodology Agreement, and the Stockholder Representative Agreement), and is bound by the terms and conditions thereof, including, without limitation, the indemnification obligations, escrow holdback provisions, and post-closing working capital adjustment provisions set forth in Articles II, VIII, and IX of the Stock Purchase Agreement. The Selling Stockholder acknowledges that the submission of this Letter of Transmittal does not modify, amend, or supersede any provision of the Stock Purchase Agreement.

(d) The Selling Stockholder has duly executed and delivered (or simultaneously herewith executes and delivers) the Stockholder Written Consent approving the transactions contemplated by the Stock Purchase Agreement and, if applicable, a Joinder Agreement pursuant to which the Selling Stockholder has agreed to be bound by the terms of the Stock Purchase Agreement as a "Selling Stockholder" thereunder.

(e) The Selling Stockholder hereby acknowledges and ratifies the appointment of Ridgeline Equity Partners, LP (acting through Franklin Osei, Managing Partner) as the Stockholder Representative for all post-closing matters arising under or in connection with the Stock Purchase Agreement, including, without limitation, the resolution of indemnification claims, the determination and resolution of working capital adjustment disputes, the authorization of releases from the Escrow Amount, and any amendments, waivers, or consents under the Stock Purchase Agreement. The Selling Stockholder acknowledges that the Stockholder Representative has full power and authority to act on behalf of the Selling Stockholders in connection with all such matters and that the actions of the Stockholder Representative shall be binding upon the Selling Stockholder. The Selling Stockholder agrees not to challenge, contest, or otherwise dispute any action taken by the Stockholder Representative within the scope of such authority.

(f) All information provided by the Selling Stockholder in this Letter of Transmittal, including, without limitation, the identification information set forth in Section 1, the share information set forth in Section 2, the payment instructions set forth in Section 4, and the tax certifications set forth in Section 7, is true, correct, and complete in all material respects as of the date hereof and will be true, correct, and complete in all material respects as of the closing date.

(g) The Selling Stockholder acknowledges and agrees that Cascade Retail Holdings Inc., the Paying Agent (Marlowe Asset Management Trust Company, N.A.), the Transfer Agent (Continental Stocktransfer & Trust, Inc.), and the Escrow Agent will rely on the information provided by the Selling Stockholder in this Letter of Transmittal for the purpose of processing the transfer of shares and making the closing payment and all subsequent payments to the Selling Stockholder. The Selling Stockholder hereby agrees to indemnify and hold harmless Cascade Retail Holdings Inc., the Paying Agent, the Transfer Agent, and the Escrow Agent from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or in connection with any inaccurate, incomplete, or misleading information provided by the Selling Stockholder in this Letter of Transmittal or any failure by the Selling Stockholder to update such information as required herein.

(h) Upon acceptance of this Letter of Transmittal by the Transfer Agent and payment by the Paying Agent of the closing consideration (including the Selling Stockholder's pro rata share of the Escrow Amount, when released), all right, title, and interest in and to the shares of NovaMart Global Inc. common stock described in Section 2 shall pass to and vest in Cascade Retail Holdings Inc., and the Selling Stockholder shall have no further rights with respect to such shares.

SECTION 7: TAX CERTIFICATIONS

Section 7(a): U.S. Person Certification

Each Selling Stockholder that is a "United States person" (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")) must complete and sign the certification below. A completed and signed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) must also be attached to this Letter of Transmittal if such form has not been previously provided to the Company, the Transfer Agent, or the Paying Agent.

CERTIFICATION UNDER PENALTIES OF PERJURY:

Under penalties of perjury, the undersigned Selling Stockholder hereby certifies that:

(1) The Selling Stockholder is a United States person (as defined in Section 7701(a)(30) of the Code);

(2) The Taxpayer Identification Number (Social Security Number or Employer Identification Number) provided by the Selling Stockholder in Section 1 of this Letter of Transmittal is the correct taxpayer identification number of the Selling Stockholder;

(3) The Selling Stockholder is not subject to backup withholding under Section 3406(a)(1)(C) of the Code because (i) the Selling Stockholder is exempt from backup withholding, (ii) the Selling Stockholder has not been notified by the Internal Revenue Service ("IRS") that the Selling Stockholder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the Selling Stockholder that the Selling Stockholder is no longer subject to backup withholding;

NOTE: If the Selling Stockholder IS subject to backup withholding, the Selling Stockholder must cross out item (3) above before signing.

(4) The Selling Stockholder is exempt from FATCA reporting (or, if not exempt, has provided the appropriate documentation to the Paying Agent).

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Tax Certification Signature: ________ Print Name: ________

Date: ________

Section 7(b): Non-U.S. Person Certification

Each Selling Stockholder that is NOT a United States person (as defined in Section 7701(a)(30) of the Code) must provide the appropriate IRS Form W-8, as applicable, in lieu of the U.S. Person Certification in Section 7(a) above. The applicable form depends on the Selling Stockholder's status and circumstances, as follows:

• IRS Form W-8BEN — for individuals who are not U.S. persons and are claiming benefits under an applicable tax treaty

• IRS Form W-8BEN-E — for entities that are not U.S. persons and are claiming benefits under an applicable tax treaty

• IRS Form W-8ECI — for persons claiming that income is effectively connected with the conduct of a trade or business in the United States

• IRS Form W-8IMY — for foreign intermediaries, foreign flow-through entities, or certain U.S. branches

• IRS Form W-8EXP — for foreign governments, international organizations, foreign central banks of issue, foreign tax-exempt organizations, and foreign private foundations

Please note: Applicable federal income tax withholding (including withholding under Sections 1441, 1442, 1445, and/or 1446 of the Code, as well as withholding under FATCA) may apply to payments made to Selling Stockholders who are not United States persons. The Paying Agent will withhold at the applicable rate unless a valid and properly completed IRS Form W-8 (or other acceptable documentation) is provided establishing an exemption from, or reduction in, withholding. Selling Stockholders who are not United States persons are strongly encouraged to consult with their own tax advisors regarding the tax consequences of the transaction and the applicable withholding rules.

Check here if the Selling Stockholder is not a United States person and has attached the applicable IRS Form W-8.

Form attached (check one): W-8BEN W-8BEN-E W-8ECI W-8IMY W-8EXP

SECTION 8: SIGNATURE BLOCK

The undersigned Selling Stockholder hereby tenders the shares of NovaMart Global Inc. common stock described in Section 2 above and submits this Letter of Transmittal in accordance with the Stock Purchase Agreement. By executing this Letter of Transmittal, the undersigned Selling Stockholder confirms that all representations, warranties, and agreements set forth in Section 6 and all certifications set forth in Section 7 are true and correct as of the date hereof and will be true and correct as of the closing date.

Signature: ________

Print Name: ________

Title (if entity): ________

Date: ________

Second Authorized Signatory (if required by the Selling Stockholder's governing documents):

Signature: ________

Print Name: ________

Title: ________

Date: ________

MEDALLION SIGNATURE GUARANTEE

A Medallion Signature Guarantee is REQUIRED if any of the following applies:

(i) The payment is to be made to a person other than the registered holder of the shares;

(ii) The address for payment (as set forth in Section 4) differs from the address of record for the Selling Stockholder (as reflected on the stock transfer books of the Company);

(iii) The Transfer Agent otherwise requires a Medallion Signature Guarantee in connection with the processing of this Letter of Transmittal.

A Medallion Signature Guarantee may be obtained from an eligible guarantor institution, as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including a bank, broker-dealer, credit union, national securities exchange, or savings association that is a participant in a recognized Medallion Signature Guarantee program (such as STAMP, SEMP, or MSP).

NOTARIZATION IS NOT ACCEPTABLE AS A SUBSTITUTE FOR A MEDALLION SIGNATURE GUARANTEE.

[AFFIX MEDALLION SIGNATURE GUARANTEE HERE]

Guarantor Firm Name: ________

Authorized Signature: ________

Date: ________

EXHIBIT A

AFFIDAVIT OF LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE

In Connection With: Stock Purchase Agreement dated May 20, 2025 NovaMart Global Inc.

STATE OF ________

COUNTY OF ________

The undersigned ("Affiant"), being duly sworn, deposes and states as follows:

(1) Affiant is the registered owner / authorized representative of the registered owner (check one) of ________ shares of common stock, par value $0.001 per share, of NovaMart Global Inc., a Delaware corporation, represented by Certificate No(s). ________. Affiant's relationship to the registered owner (if Affiant is an authorized representative) is: ________.

(2) After diligent and thorough search, Affiant has been unable to locate such certificate(s). Affiant believes that such certificate(s) have been (circle one):

LOST / STOLEN / DESTROYED

on or about ________ (insert date or approximate date). The circumstances of the loss, theft, or destruction were as follows (provide a brief description): __________________________________

(3) Affiant has not sold, assigned, pledged, hypothecated, endorsed, deposited, or otherwise transferred, conveyed, or encumbered such shares or the certificate(s) representing same, and no other person, firm, corporation, or other entity has any right, title, interest, or claim in, to, or with respect to such shares or certificate(s).

(4) Affiant hereby agrees to indemnify and hold harmless NovaMart Global Inc., Cascade Retail Holdings Inc., Continental Stocktransfer & Trust, Inc. (the "Transfer Agent"), and Marlowe Asset Management Trust Company, N.A. (the "Paying Agent" and "Escrow Agent"), and each of their respective officers, directors, employees, agents, successors, and assigns, from and against any and all claims, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and disbursements) arising from or in connection with the lost, stolen, or destroyed certificate(s) described herein, including, without limitation, any claim by any third party claiming to be the rightful owner of such shares or certificate(s).

(5) If the certificate(s) described herein are subsequently found or recovered, Affiant will promptly surrender them to the Transfer Agent at the address set forth in the Letter of Transmittal for cancellation, and Affiant will not attempt to negotiate, transfer, or otherwise use such certificate(s) for any purpose.

Signature of Affiant: ________

Print Name: ________

Date: ________

NOTARIZATION.

Subscribed and sworn to before me this __ day of ____, 20__.

Notary Public Signature: ________

Print Name of Notary: ________

Commission Expires: ________

[NOTARIAL SEAL]

BOND REQUIREMENT NOTICE

NOTICE: Continental Stocktransfer & Trust, Inc. reserves the right, in its sole discretion, to require the Selling Stockholder to furnish a surety bond in an amount up to 200% of the value of the shares represented by the lost, stolen, or destroyed certificate(s), issued by a surety company acceptable to the Transfer Agent, as a condition to processing this Lost Certificate Affidavit and authorizing payment of the closing consideration with respect to the shares represented by such certificate(s). The cost of any such surety bond shall be borne solely by the Selling Stockholder. The Transfer Agent will notify the Selling Stockholder of any bond requirement promptly following receipt and review of this Lost Certificate Affidavit. Processing of this Lost Certificate Affidavit and payment of the closing consideration with respect to the affected shares may be delayed until such bond has been obtained and delivered to the Transfer Agent.

EXHIBIT B

SUMMARY OF KEY TRANSACTION TERMS

(For Reference Only — This Exhibit Does Not Modify the Stock Purchase Agreement)

The following is a summary of certain key terms of the transaction contemplated by the Stock Purchase Agreement. This summary is provided for the convenience of the Selling Stockholders and is qualified in its entirety by reference to the Stock Purchase Agreement and the ancillary documents referenced therein. In the event of any conflict between this summary and the Stock Purchase Agreement, the Stock Purchase Agreement shall control.

DELIVERY AND MAILING INSTRUCTIONS

All completed Letters of Transmittal must be delivered, together with the original stock certificate(s) (or completed Lost Certificate Affidavit, as applicable), a completed IRS Form W-9 or applicable IRS Form W-8, and any required Medallion Signature Guarantee, to the Transfer Agent at the following address:

Continental Stocktransfer & Trust, Inc. 17 Battery Place, Suite 930 New York, NY 10004

Attention: Corporate Actions Department

Reference: NovaMart Global Inc. — Cascade Retail Holdings Inc. Stock Purchase

Accepted Delivery Methods:

• Hand Delivery — Delivery may be made in person during normal business hours (Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding federal holidays) at the address above.

• Overnight Courier (Recommended) — Delivery by nationally recognized overnight courier service (e.g., Severin Partners LLC, Halcyon Partners LLC, Tarrant & Co.) is strongly recommended for security and tracking purposes.

• Registered Mail, Return Receipt Requested — Delivery by United States Postal Service registered mail with return receipt requested is also acceptable.

DO NOT send this Letter of Transmittal, stock certificates, or any related documentation by regular first-class mail. The Transfer Agent assumes no responsibility for Letters of Transmittal, stock certificates, or other documentation that is lost, damaged, delayed, or destroyed in transit, regardless of the method of delivery. The method of delivery of all documents is at the sole risk and expense of the Selling Stockholder. Delivery will be deemed effective only upon actual receipt by the Transfer Agent.

For questions regarding this Letter of Transmittal, please contact:

Continental Stocktransfer & Trust, Inc. Corporate Actions Department Telephone: (212) 509-4000

Email: corporateactions@continentalstock.com

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

Attention: Franklin Osei, Managing Partner

Telephone: (212) 634-8200

Email: fosei@ridgelineequity.com

THIS LETTER OF TRANSMITTAL AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THIS LETTER OF TRANSMITTAL IS SUBJECT IN ALL RESPECTS TO THE TERMS AND CONDITIONS OF THE STOCK PURCHASE AGREEMENT DATED MAY 20, 2025. NOTHING IN THIS LETTER OF TRANSMITTAL SHALL BE DEEMED TO AMEND, MODIFY, OR SUPERSEDE ANY PROVISION OF THE STOCK PURCHASE AGREEMENT.

Certificate Number(s)	Number of Shares of NovaMart Global Inc. Common Stock Represented by Certificate	Number of Shares Being Tendered (must be all shares represented by each certificate)
Term	Detail
Purchase Price	$1,200,000,000 (all cash)
Escrow Amount	$96,000,000 (8% of Purchase Price), held by Marlowe Asset Management Trust Company, N.A.
Net Cash to Sellers at Closing (pre-working capital adjustment)	$1,104,000,000
Working Capital Target	$78,500,000 (collar of +/- $5,000,000)
Indemnification Cap	$216,000,000 (18% of Purchase Price)
General Representations Survival Period	24 months from closing
Escrow Release	24 months after closing, net of pending claims
Stockholder Representative	Ridgeline Equity Partners, LP (Franklin Osei, Managing Partner)
Transfer Agent	Continental Stocktransfer & Trust, Inc., 17 Battery Place, Suite 930, New York, NY 10004
Paying Agent	Marlowe Asset Management Trust Company, N.A., One Liberty Place, 1650 Market Street, Suite 3600, Philadelphia, PA 19103
Escrow Agent	Marlowe Asset Management Trust Company, N.A. (same as Paying Agent)
Governing Law	State of Delaware
Dispute Resolution	Delaware Court of Chancery (exclusive jurisdiction); indemnification disputes resolved per Article IX of the SPA

LETTER OF TRANSMITTAL
For Tender of Shares of Common Stock of NovaMart Global Inc. Pursuant to the Stock Purchase Agreement dated May 20, 2025
To be completed and submitted by each Selling Stockholder of NovaMart Global Inc.
This Letter of Transmittal is being furnished in connection with the Stock Purchase Agreement, dated as of May 20, 2025 (the "Stock Purchase Agreement" or "SPA"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Buyer"), NovaMart Global Inc., a Delaware corporation (the "Company"), and the Selling Stockholders party thereto (each, a "Selling Stockholder" and collectively, the "Selling Stockholders"). Each Selling Stockholder is required to complete, sign, and deliver this Letter of Transmittal, together with the stock certificate(s) representing shares of NovaMart Global Inc. common stock (or a Lost Certificate Affidavit, as applicable), in order to receive such Selling Stockholder's pro rata portion of the consideration payable under the Stock Purchase Agreement.
All completed Letters of Transmittal, stock certificates, and related documentation should be directed to:
Continental Stocktransfer & Trust, Inc. (the "Transfer Agent") 17 Battery Place, Suite 930 New York, NY 10004
Attention: Corporate Actions Department
Reference: NovaMart Global Inc. — Stock Purchase by Cascade Retail Holdings Inc.
IMPORTANT INSTRUCTIONS AND NOTICES
DO NOT SEND THIS LETTER OF TRANSMITTAL TO NOVAMART GLOBAL INC., CASCADE RETAIL HOLDINGS INC., OR THEIR RESPECTIVE COUNSEL. SEND TO THE TRANSFER AGENT AT THE ADDRESS ABOVE.
This Letter of Transmittal is to be used in connection with the closing of the acquisition of 100% of the issued and outstanding capital stock of NovaMart Global Inc. by Cascade Retail Holdings Inc. for an aggregate purchase price of $1,200,000,000 in cash (the "Purchase Price"), on the terms and subject to the conditions set forth in the Stock Purchase Agreement.
Capitalized terms used but not defined in this Letter of Transmittal shall have the meanings set forth in the Stock Purchase Agreement. In the event of any conflict between the terms of this Letter of Transmittal and the Stock Purchase Agreement, the terms of the Stock Purchase Agreement shall control.
This Letter of Transmittal must be properly completed and signed by the Selling Stockholder (or an authorized representative thereof) and delivered, together with the original stock certificate(s) representing shares of NovaMart Global Inc. common stock (or, if any certificate has been lost, stolen, destroyed, or mutilated, a completed and signed Lost Certificate Affidavit in the form attached hereto as Exhibit A), to the Transfer Agent at the address set forth above. Failure to properly complete this Letter of Transmittal or to deliver all required documents may result in a delay in the processing of payment to the Selling Stockholder.
The closing consideration will be distributed through Marlowe Asset Management Trust Company, N.A., acting as Paying Agent (the "Paying Agent"), in accordance with the payment instructions provided by each Selling Stockholder in Section 4 of this Letter of Transmittal. The Paying Agent will remit payment to each Selling Stockholder promptly following the closing of the transaction, subject to receipt by the Transfer Agent of a properly completed Letter of Transmittal and all required documentation.
Escrow Holdback. In accordance with Article VIII of the Stock Purchase Agreement, an amount equal to $96,000,000 (representing 8% of the Purchase Price) will be deposited at closing with Marlowe Asset Management Trust Company, N.A., acting as Escrow Agent (the "Escrow Agent"), into an escrow account (the "Escrow Amount"). Each Selling Stockholder's pro rata portion of the consideration payable at closing will be reduced by such Selling Stockholder's pro rata share of the Escrow Amount. The Escrow Amount is subject to release twenty-four (24) months after the closing date, net of any amounts required to satisfy pending or unresolved indemnification claims under Article IX of the Stock Purchase Agreement. Each Selling Stockholder's pro rata share of the Escrow Amount, to the extent not subject to any pending claim, will be released to such Selling Stockholder in accordance with the terms of the Escrow Agreement entered into at closing.
Selling Stockholders are encouraged to review the Stock Purchase Agreement, the Escrow Agreement, and all ancillary documents carefully, and to consult with their own legal, tax, and financial advisors, before completing and submitting this Letter of Transmittal.
SECTION 1: IDENTIFICATION OF SELLING STOCKHOLDER
Please provide the following information. All information must be complete and accurate. The Paying Agent and the Transfer Agent will rely on the information provided in this Section 1 for purposes of processing payment and transferring shares.
Full Legal Name of Selling Stockholder: ________
Type of Holder (check one):
Individual Corporation Limited Partnership Limited Liability Company Trust Other (please specify): ________
If entity, jurisdiction of formation: ________
Taxpayer Identification Number (EIN or SSN): ________
Address of Record:
Street Address: ________
City: _____ State: __ Zip Code: ___
Telephone Number: ________
Email Address: ________
Contact Person (if entity): ________ Title: ________
SECTION 2: DESCRIPTION OF SHARES TENDERED
Please list below all certificates representing shares of common stock of NovaMart Global Inc. held by the Selling Stockholder. The Stock Purchase Agreement requires the sale of 100% of the issued and outstanding capital stock of NovaMart Global Inc. Each Selling Stockholder must tender ALL shares of NovaMart Global Inc. common stock owned by such Selling Stockholder. The number of shares being tendered with respect to each certificate must equal the total number of shares represented by such certificate.
Total Number of Shares Tendered: ________
If the Selling Stockholder holds more than six (6) certificates, please list each certificate separately on a continuation page and attach such continuation page(s) to this Letter of Transmittal. Each continuation page should include the Selling Stockholder's name and signature.
Note: The aggregate number of shares tendered by the Selling Stockholder must equal the total number of shares of NovaMart Global Inc. common stock owned of record by such Selling Stockholder as reflected on the stock transfer books and records of the Company. Any discrepancy between the number of shares tendered and the number of shares reflected on the Company's books and records may result in a delay in the processing of this Letter of Transmittal.
SECTION 3: LOST, STOLEN, DESTROYED, OR MUTILATED CERTIFICATES
Check here if any certificate(s) listed in Section 2 have been lost, stolen, destroyed, or mutilated.
If the above box is checked, do NOT include a certificate for those shares with this Letter of Transmittal. Instead, the Selling Stockholder must complete and sign the Lost Certificate Affidavit attached hereto as Exhibit A and submit the completed Lost Certificate Affidavit together with this Letter of Transmittal.
Please note that Continental Stocktransfer & Trust, Inc. may, in its sole discretion, require the Selling Stockholder to obtain and furnish an indemnity bond or other surety satisfactory to the Transfer Agent in connection with any lost, stolen, or destroyed certificate(s). The cost of any such indemnity bond or surety shall be borne solely by the Selling Stockholder. The Transfer Agent will notify the Selling Stockholder of any bond or surety requirement promptly following receipt of the Lost Certificate Affidavit.
If any certificate has been mutilated (but is still in the possession of the Selling Stockholder), the Selling Stockholder should include the mutilated certificate with this Letter of Transmittal, together with a completed Lost Certificate Affidavit describing the mutilation.
SECTION 4: PAYMENT INSTRUCTIONS
Section 4(a): Wire Transfer Instructions (Preferred Method)
The Selling Stockholder's pro rata portion of the net closing consideration (i.e., the Purchase Price of $1,200,000,000 less the $96,000,000 Escrow Amount, as adjusted for any estimated working capital adjustment pursuant to the Working Capital Methodology Agreement, allocated pro rata among the Selling Stockholders based on the number of shares tendered by each Selling Stockholder relative to the total number of issued and outstanding shares of NovaMart Global Inc. common stock) will be paid by wire transfer of immediately available funds to the account designated below, unless the Selling Stockholder elects payment by check in Section 4(b) below.
Please provide the following wire transfer details:
Bank Name: ________
Bank Address: ________
ABA/Routing Number: ________
Account Name: ________ (Must match the Selling Stockholder name provided in Section 1 above)
Account Number: ________
Reference / Memo: ________
SWIFT Code (if applicable for international wire): ________
The Selling Stockholder acknowledges that it is responsible for the accuracy of the wire transfer instructions provided above. The Paying Agent and Buyer shall not be liable for any loss, delay, or misdirection of funds resulting from inaccurate or incomplete wire transfer instructions. If the wire transfer is rejected or returned by the receiving bank for any reason, the Paying Agent will use commercially reasonable efforts to contact the Selling Stockholder to obtain corrected instructions, but shall have no obligation to resend the wire transfer until corrected instructions are received and verified.
Section 4(b): Check Payment (Alternative — If Wire Transfer Not Available)
Check here if payment by check is requested in lieu of wire transfer.
If the above box is checked, a check will be issued by the Paying Agent in the amount of the Selling Stockholder's pro rata portion of the net closing consideration. The check will be made payable to:
Payee Name: ________ (Must match the Selling Stockholder legal name provided in Section 1 above)
Mailing Address for Check (complete only if different from the address of record provided in Section 1):
Street Address: ________
City: _____ State: __ Zip Code: ___
Please note: Check payments may be subject to processing and delivery delays. Neither the Paying Agent nor the Buyer assumes any liability for delays in mail delivery or for checks lost in transit. Selling Stockholders are strongly encouraged to elect wire transfer as the preferred method of payment. If a check is lost or not received within fifteen (15) business days of the closing date, the Selling Stockholder should contact the Paying Agent to request a replacement check, which may be subject to a stop-payment fee.
SECTION 5: PRO RATA CONSIDERATION CALCULATION (FOR REFERENCE ONLY)
This Section 5 is provided for informational purposes only and is not intended to constitute a binding calculation of the consideration payable to any Selling Stockholder. The exact per-share amount payable at closing will be determined at or prior to closing and communicated to each Selling Stockholder by the Stockholder Representative.
Each Selling Stockholder's pro rata portion of the net closing consideration is calculated as follows:
(Number of shares tendered by such Selling Stockholder ÷ Total issued and outstanding shares of NovaMart Global Inc. common stock) × Net Cash at Closing
For purposes of this calculation:
•  Net Cash at Closing equals $1,104,000,000, which is the Purchase Price of $1,200,000,000 minus the Escrow Amount of $96,000,000, subject further to adjustment based on the estimated working capital adjustment determined in accordance with the Working Capital Methodology Agreement attached as Exhibit C to the Stock Purchase Agreement.
•  The Working Capital Target is $78,500,000, with a collar of +/- $5,000,000 before any true-up adjustment applies. If the Estimated Closing Working Capital (as defined in the SPA) is within $5,000,000 above or below the Working Capital Target, no adjustment to the closing consideration will be made at closing. If the Estimated Closing Working Capital exceeds the Working Capital Target by more than $5,000,000, the Net Cash at Closing will be increased dollar-for-dollar by the amount of such excess. If the Estimated Closing Working Capital is less than the Working Capital Target by more than $5,000,000, the Net Cash at Closing will be decreased dollar-for-dollar by the amount of such shortfall. A final true-up adjustment will be made within ninety (90) days after closing in accordance with Article II of the Stock Purchase Agreement.
Escrow. Each Selling Stockholder's pro rata share of the $96,000,000 Escrow Amount will be held by Marlowe Asset Management Trust Company, N.A., as Escrow Agent, in a segregated interest-bearing escrow account. The Escrow Amount will be released in accordance with the terms of the Escrow Agreement, generally twenty-four (24) months after the closing date, subject to retention of amounts necessary to satisfy any pending or unresolved indemnification claims under Article IX of the Stock Purchase Agreement. The indemnification obligations of the Selling Stockholders under the Stock Purchase Agreement are subject to an aggregate cap of $216,000,000 (representing 18% of the Purchase Price). Any interest earned on the Escrow Amount during the escrow period will be allocated pro rata among the Selling Stockholders in proportion to their respective shares of the Escrow Amount and will be distributed together with the released escrow funds.
SECTION 6: REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF THE SELLING STOCKHOLDER
By signing this Letter of Transmittal, the undersigned Selling Stockholder hereby represents, warrants, and agrees, for the benefit of Cascade Retail Holdings Inc., the Transfer Agent, the Paying Agent, and the Escrow Agent, as follows:
(a) The Selling Stockholder is the sole record and beneficial owner of the shares of NovaMart Global Inc. common stock described in Section 2 of this Letter of Transmittal and has full power, authority, and legal capacity to tender, sell, assign, transfer, and deliver such shares to Buyer in accordance with the Stock Purchase Agreement and this Letter of Transmittal. No other person or entity has any right, title, interest, or claim in, to, or with respect to such shares or the consideration payable therefor.
(b) The shares described in Section 2 are being tendered free and clear of all liens, encumbrances, pledges, security interests, claims, options, rights of first refusal, restrictions on transfer, voting agreements, proxies, and equities of any kind whatsoever (other than restrictions under applicable federal and state securities laws). Upon transfer of such shares to Buyer at closing, Buyer will acquire good and valid title to such shares, free and clear of all such encumbrances.
(c) The Selling Stockholder has received and reviewed the Stock Purchase Agreement dated May 20, 2025, and all schedules, exhibits, and ancillary documents thereto (including, without limitation, the Escrow Agreement, the Working Capital Methodology Agreement, and the Stockholder Representative Agreement), and is bound by the terms and conditions thereof, including, without limitation, the indemnification obligations, escrow holdback provisions, and post-closing working capital adjustment provisions set forth in Articles II, VIII, and IX of the Stock Purchase Agreement. The Selling Stockholder acknowledges that the submission of this Letter of Transmittal does not modify, amend, or supersede any provision of the Stock Purchase Agreement.
(d) The Selling Stockholder has duly executed and delivered (or simultaneously herewith executes and delivers) the Stockholder Written Consent approving the transactions contemplated by the Stock Purchase Agreement and, if applicable, a Joinder Agreement pursuant to which the Selling Stockholder has agreed to be bound by the terms of the Stock Purchase Agreement as a "Selling Stockholder" thereunder.
(e) The Selling Stockholder hereby acknowledges and ratifies the appointment of Ridgeline Equity Partners, LP (acting through Franklin Osei, Managing Partner) as the Stockholder Representative for all post-closing matters arising under or in connection with the Stock Purchase Agreement, including, without limitation, the resolution of indemnification claims, the determination and resolution of working capital adjustment disputes, the authorization of releases from the Escrow Amount, and any amendments, waivers, or consents under the Stock Purchase Agreement. The Selling Stockholder acknowledges that the Stockholder Representative has full power and authority to act on behalf of the Selling Stockholders in connection with all such matters and that the actions of the Stockholder Representative shall be binding upon the Selling Stockholder. The Selling Stockholder agrees not to challenge, contest, or otherwise dispute any action taken by the Stockholder Representative within the scope of such authority.
(f) All information provided by the Selling Stockholder in this Letter of Transmittal, including, without limitation, the identification information set forth in Section 1, the share information set forth in Section 2, the payment instructions set forth in Section 4, and the tax certifications set forth in Section 7, is true, correct, and complete in all material respects as of the date hereof and will be true, correct, and complete in all material respects as of the closing date.
(g) The Selling Stockholder acknowledges and agrees that Cascade Retail Holdings Inc., the Paying Agent (Marlowe Asset Management Trust Company, N.A.), the Transfer Agent (Continental Stocktransfer & Trust, Inc.), and the Escrow Agent will rely on the information provided by the Selling Stockholder in this Letter of Transmittal for the purpose of processing the transfer of shares and making the closing payment and all subsequent payments to the Selling Stockholder. The Selling Stockholder hereby agrees to indemnify and hold harmless Cascade Retail Holdings Inc., the Paying Agent, the Transfer Agent, and the Escrow Agent from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or in connection with any inaccurate, incomplete, or misleading information provided by the Selling Stockholder in this Letter of Transmittal or any failure by the Selling Stockholder to update such information as required herein.
(h) Upon acceptance of this Letter of Transmittal by the Transfer Agent and payment by the Paying Agent of the closing consideration (including the Selling Stockholder's pro rata share of the Escrow Amount, when released), all right, title, and interest in and to the shares of NovaMart Global Inc. common stock described in Section 2 shall pass to and vest in Cascade Retail Holdings Inc., and the Selling Stockholder shall have no further rights with respect to such shares.
SECTION 7: TAX CERTIFICATIONS
Section 7(a): U.S. Person Certification
Each Selling Stockholder that is a "United States person" (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")) must complete and sign the certification below. A completed and signed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) must also be attached to this Letter of Transmittal if such form has not been previously provided to the Company, the Transfer Agent, or the Paying Agent.
CERTIFICATION UNDER PENALTIES OF PERJURY:
Under penalties of perjury, the undersigned Selling Stockholder hereby certifies that:
(1) The Selling Stockholder is a United States person (as defined in Section 7701(a)(30) of the Code);
(2) The Taxpayer Identification Number (Social Security Number or Employer Identification Number) provided by the Selling Stockholder in Section 1 of this Letter of Transmittal is the correct taxpayer identification number of the Selling Stockholder;
(3) The Selling Stockholder is not subject to backup withholding under Section 3406(a)(1)(C) of the Code because (i) the Selling Stockholder is exempt from backup withholding, (ii) the Selling Stockholder has not been notified by the Internal Revenue Service ("IRS") that the Selling Stockholder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the Selling Stockholder that the Selling Stockholder is no longer subject to backup withholding;
NOTE: If the Selling Stockholder IS subject to backup withholding, the Selling Stockholder must cross out item (3) above before signing.
(4) The Selling Stockholder is exempt from FATCA reporting (or, if not exempt, has provided the appropriate documentation to the Paying Agent).
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
Tax Certification Signature: ________ Print Name: ________
Date: ________
Section 7(b): Non-U.S. Person Certification
Each Selling Stockholder that is NOT a United States person (as defined in Section 7701(a)(30) of the Code) must provide the appropriate IRS Form W-8, as applicable, in lieu of the U.S. Person Certification in Section 7(a) above. The applicable form depends on the Selling Stockholder's status and circumstances, as follows:
•  IRS Form W-8BEN — for individuals who are not U.S. persons and are claiming benefits under an applicable tax treaty
•  IRS Form W-8BEN-E — for entities that are not U.S. persons and are claiming benefits under an applicable tax treaty
•  IRS Form W-8ECI — for persons claiming that income is effectively connected with the conduct of a trade or business in the United States
•  IRS Form W-8IMY — for foreign intermediaries, foreign flow-through entities, or certain U.S. branches
•  IRS Form W-8EXP — for foreign governments, international organizations, foreign central banks of issue, foreign tax-exempt organizations, and foreign private foundations
Please note: Applicable federal income tax withholding (including withholding under Sections 1441, 1442, 1445, and/or 1446 of the Code, as well as withholding under FATCA) may apply to payments made to Selling Stockholders who are not United States persons. The Paying Agent will withhold at the applicable rate unless a valid and properly completed IRS Form W-8 (or other acceptable documentation) is provided establishing an exemption from, or reduction in, withholding. Selling Stockholders who are not United States persons are strongly encouraged to consult with their own tax advisors regarding the tax consequences of the transaction and the applicable withholding rules.
Check here if the Selling Stockholder is not a United States person and has attached the applicable IRS Form W-8.
Form attached (check one):  W-8BEN  W-8BEN-E  W-8ECI  W-8IMY  W-8EXP
SECTION 8: SIGNATURE BLOCK
The undersigned Selling Stockholder hereby tenders the shares of NovaMart Global Inc. common stock described in Section 2 above and submits this Letter of Transmittal in accordance with the Stock Purchase Agreement. By executing this Letter of Transmittal, the undersigned Selling Stockholder confirms that all representations, warranties, and agreements set forth in Section 6 and all certifications set forth in Section 7 are true and correct as of the date hereof and will be true and correct as of the closing date.
Signature: ________
Print Name: ________
Title (if entity): ________
Date: ________
Second Authorized Signatory (if required by the Selling Stockholder's governing documents):
Signature: ________
Print Name: ________
Title: ________
Date: ________
MEDALLION SIGNATURE GUARANTEE
A Medallion Signature Guarantee is REQUIRED if any of the following applies:
(i) The payment is to be made to a person other than the registered holder of the shares;
(ii) The address for payment (as set forth in Section 4) differs from the address of record for the Selling Stockholder (as reflected on the stock transfer books of the Company);
(iii) The Transfer Agent otherwise requires a Medallion Signature Guarantee in connection with the processing of this Letter of Transmittal.
A Medallion Signature Guarantee may be obtained from an eligible guarantor institution, as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including a bank, broker-dealer, credit union, national securities exchange, or savings association that is a participant in a recognized Medallion Signature Guarantee program (such as STAMP, SEMP, or MSP).
NOTARIZATION IS NOT ACCEPTABLE AS A SUBSTITUTE FOR A MEDALLION SIGNATURE GUARANTEE.
[AFFIX MEDALLION SIGNATURE GUARANTEE HERE]
Guarantor Firm Name: ________
Authorized Signature: ________
Date: ________
EXHIBIT A
AFFIDAVIT OF LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE
In Connection With: Stock Purchase Agreement dated May 20, 2025 NovaMart Global Inc.
STATE OF ________
COUNTY OF ________
The undersigned ("Affiant"), being duly sworn, deposes and states as follows:
(1) Affiant is the  registered owner /  authorized representative of the registered owner (check one) of ________ shares of common stock, par value $0.001 per share, of NovaMart Global Inc., a Delaware corporation, represented by Certificate No(s). ________. Affiant's relationship to the registered owner (if Affiant is an authorized representative) is: ________.
(2) After diligent and thorough search, Affiant has been unable to locate such certificate(s). Affiant believes that such certificate(s) have been (circle one):
LOST / STOLEN / DESTROYED
on or about ________ (insert date or approximate date). The circumstances of the loss, theft, or destruction were as follows (provide a brief description): __________________________________
(3) Affiant has not sold, assigned, pledged, hypothecated, endorsed, deposited, or otherwise transferred, conveyed, or encumbered such shares or the certificate(s) representing same, and no other person, firm, corporation, or other entity has any right, title, interest, or claim in, to, or with respect to such shares or certificate(s).
(4) Affiant hereby agrees to indemnify and hold harmless NovaMart Global Inc., Cascade Retail Holdings Inc., Continental Stocktransfer & Trust, Inc. (the "Transfer Agent"), and Marlowe Asset Management Trust Company, N.A. (the "Paying Agent" and "Escrow Agent"), and each of their respective officers, directors, employees, agents, successors, and assigns, from and against any and all claims, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and disbursements) arising from or in connection with the lost, stolen, or destroyed certificate(s) described herein, including, without limitation, any claim by any third party claiming to be the rightful owner of such shares or certificate(s).
(5) If the certificate(s) described herein are subsequently found or recovered, Affiant will promptly surrender them to the Transfer Agent at the address set forth in the Letter of Transmittal for cancellation, and Affiant will not attempt to negotiate, transfer, or otherwise use such certificate(s) for any purpose.
Signature of Affiant: ________
Print Name: ________
Date: ________
NOTARIZATION.  
Subscribed and sworn to before me this __ day of ____, 20__.
Notary Public Signature: ________
Print Name of Notary: ________
Commission Expires: ________
[NOTARIAL SEAL]
BOND REQUIREMENT NOTICE
NOTICE: Continental Stocktransfer & Trust, Inc. reserves the right, in its sole discretion, to require the Selling Stockholder to furnish a surety bond in an amount up to 200% of the value of the shares represented by the lost, stolen, or destroyed certificate(s), issued by a surety company acceptable to the Transfer Agent, as a condition to processing this Lost Certificate Affidavit and authorizing payment of the closing consideration with respect to the shares represented by such certificate(s). The cost of any such surety bond shall be borne solely by the Selling Stockholder. The Transfer Agent will notify the Selling Stockholder of any bond requirement promptly following receipt and review of this Lost Certificate Affidavit. Processing of this Lost Certificate Affidavit and payment of the closing consideration with respect to the affected shares may be delayed until such bond has been obtained and delivered to the Transfer Agent.
EXHIBIT B
SUMMARY OF KEY TRANSACTION TERMS
(For Reference Only — This Exhibit Does Not Modify the Stock Purchase Agreement)
The following is a summary of certain key terms of the transaction contemplated by the Stock Purchase Agreement. This summary is provided for the convenience of the Selling Stockholders and is qualified in its entirety by reference to the Stock Purchase Agreement and the ancillary documents referenced therein. In the event of any conflict between this summary and the Stock Purchase Agreement, the Stock Purchase Agreement shall control.
DELIVERY AND MAILING INSTRUCTIONS
All completed Letters of Transmittal must be delivered, together with the original stock certificate(s) (or completed Lost Certificate Affidavit, as applicable), a completed IRS Form W-9 or applicable IRS Form W-8, and any required Medallion Signature Guarantee, to the Transfer Agent at the following address:
Continental Stocktransfer & Trust, Inc. 17 Battery Place, Suite 930 New York, NY 10004
Attention: Corporate Actions Department
Reference: NovaMart Global Inc. — Cascade Retail Holdings Inc. Stock Purchase
Accepted Delivery Methods:
•  Hand Delivery — Delivery may be made in person during normal business hours (Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding federal holidays) at the address above.
•  Overnight Courier (Recommended) — Delivery by nationally recognized overnight courier service (e.g., Severin Partners LLC, Halcyon Partners LLC, Tarrant & Co.) is strongly recommended for security and tracking purposes.
•  Registered Mail, Return Receipt Requested — Delivery by United States Postal Service registered mail with return receipt requested is also acceptable.
DO NOT send this Letter of Transmittal, stock certificates, or any related documentation by regular first-class mail. The Transfer Agent assumes no responsibility for Letters of Transmittal, stock certificates, or other documentation that is lost, damaged, delayed, or destroyed in transit, regardless of the method of delivery. The method of delivery of all documents is at the sole risk and expense of the Selling Stockholder. Delivery will be deemed effective only upon actual receipt by the Transfer Agent.
For questions regarding this Letter of Transmittal, please contact:
Continental Stocktransfer & Trust, Inc. Corporate Actions Department Telephone: (212) 509-4000
Email: corporateactions@continentalstock.com
or
Ridgeline Equity Partners, LP (Stockholder Representative) 200 Park Avenue South, 14th Floor New York, NY 10003
Attention: Franklin Osei, Managing Partner
Telephone: (212) 634-8200
Email: fosei@ridgelineequity.com
THIS LETTER OF TRANSMITTAL AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THIS LETTER OF TRANSMITTAL IS SUBJECT IN ALL RESPECTS TO THE TERMS AND CONDITIONS OF THE STOCK PURCHASE AGREEMENT DATED MAY 20, 2025. NOTHING IN THIS LETTER OF TRANSMITTAL SHALL BE DEEMED TO AMEND, MODIFY, OR SUPERSEDE ANY PROVISION OF THE STOCK PURCHASE AGREEMENT.
Certificate Number(s) | Number of Shares of NovaMart Global Inc. Common Stock Represented by Certificate | Number of Shares Being Tendered (must be all shares represented by each certificate)
Term | Detail
Purchase Price | $1,200,000,000 (all cash)
Escrow Amount | $96,000,000 (8% of Purchase Price), held by Marlowe Asset Management Trust Company, N.A.
Net Cash to Sellers at Closing (pre-working capital adjustment) | $1,104,000,000
Working Capital Target | $78,500,000 (collar of +/- $5,000,000)
Indemnification Cap | $216,000,000 (18% of Purchase Price)
General Representations Survival Period | 24 months from closing
Escrow Release | 24 months after closing, net of pending claims
Stockholder Representative | Ridgeline Equity Partners, LP (Franklin Osei, Managing Partner)
Transfer Agent | Continental Stocktransfer & Trust, Inc., 17 Battery Place, Suite 930, New York, NY 10004
Paying Agent | Marlowe Asset Management Trust Company, N.A., One Liberty Place, 1650 Market Street, Suite 3600, Philadelphia, PA 19103
Escrow Agent | Marlowe Asset Management Trust Company, N.A. (same as Paying Agent)
Governing Law | State of Delaware
Dispute Resolution | Delaware Court of Chancery (exclusive jurisdiction); indemnification disputes resolved per Article IX of the SPA

LETTER OF TRANSMITTAL

IMPORTANT INSTRUCTIONS AND NOTICES

SECTION 1: IDENTIFICATION OF SELLING STOCKHOLDER

SECTION 2: DESCRIPTION OF SHARES TENDERED

SECTION 3: LOST, STOLEN, DESTROYED, OR MUTILATED CERTIFICATES

SECTION 4: PAYMENT INSTRUCTIONS

SECTION 5: PRO RATA CONSIDERATION CALCULATION (FOR REFERENCE ONLY)

SECTION 6: REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF THE SELLING STOCKHOLDER

SECTION 7: TAX CERTIFICATIONS

CERTIFICATION UNDER PENALTIES OF PERJURY:

SECTION 8: SIGNATURE BLOCK

MEDALLION SIGNATURE GUARANTEE

EXHIBIT A

AFFIDAVIT OF LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE

LOST / STOLEN / DESTROYED

NOTARIZATION.

BOND REQUIREMENT NOTICE

EXHIBIT B

SUMMARY OF KEY TRANSACTION TERMS

DELIVERY AND MAILING INSTRUCTIONS

Record

Parties

Dates

Amounts