1038-00009 · Client 1038 · Transaction Documents

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ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS OF NOVAMART GLOBAL INC. IN LIEU OF A SPECIAL MEETING

Adopted as of ______________, 2025

This is a form document. Specific dates, signature blocks, share numbers, and percentage holdings are to be completed upon execution by each Selling Stockholder. This form has been prepared by Calloway, Brandt & Loewe LLP, counsel to NovaMart Global Inc., for distribution to each stockholder of the Company for review and execution. Each Selling Stockholder is encouraged to review this Written Consent with his, her, or its own legal and tax advisors prior to execution.

RECITALS

The undersigned, being stockholders of NovaMart Global Inc. (as further defined below), hereby take the following actions by written consent in lieu of a special meeting of stockholders, and adopt the following recitals and resolutions:

A. The Company. NovaMart Global Inc. ("NovaMart" or the "Company") is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company maintains its principal executive offices at 1100 Congress Avenue, Suite 800, Austin, Texas 78701. The Company's registered agent in the State of Delaware is Pinnacle Corporate Services Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The Company's federal employer identification number is 84-3291547.

B. Authority for Written Consent. Section 228 of the Delaware General Corporation Law (the "DGCL") provides that any action required or permitted to be taken at any annual or special meeting of stockholders of a corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted. Article VII of the Company's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware (the "Certificate of Incorporation"), does not prohibit action by written consent of stockholders. Section 2.10 of the Company's Amended and Restated Bylaws (the "Bylaws") expressly permits stockholder action by written consent in lieu of a meeting, subject to compliance with Section 228 of the DGCL and the Certificate of Incorporation. The undersigned stockholders desire to take the actions set forth herein by written consent in lieu of a special meeting of stockholders, in accordance with the foregoing provisions.

C. Capitalization. As of the date hereof, the issued and outstanding capital stock of the Company consists of the following shares of Common Stock, par value $0.001 per share (the "Common Stock"), constituting all of the issued and outstanding capital stock of the Company:

The foregoing capitalization table includes all shares of Common Stock issued and outstanding as of the date hereof, and, with respect to the management and employee stockholders referenced above, includes shares of Common Stock issuable upon the exercise of vested stock options that have been or will be exercised in connection with the transactions described herein. There are no other shares of capital stock of the Company issued and outstanding, and no other securities convertible into or exercisable or exchangeable for shares of Common Stock of the Company, other than as contemplated by the Company's equity incentive plans and as set forth in the Seller Disclosure Schedules to the Stock Purchase Agreement (as defined below).

D. The Transaction. Reference is hereby made to that certain Stock Purchase Agreement, dated as of May 20, 2025 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Stock Purchase Agreement" or the "SPA"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Cascade" or the "Buyer"), NovaMart Global Inc. (the "Company"), and the Selling Stockholders named therein (the "Selling Stockholders"). Cascade is a publicly traded corporation whose shares of common stock are listed on the Nasdaq Stock Market under the ticker symbol "CRHI," and Cascade maintains its principal executive offices at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119.

Pursuant to the SPA, Cascade will acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart from the Selling Stockholders for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) in cash (the "Purchase Price"), subject to the terms, conditions, and adjustments set forth in the SPA. The transaction is structured as a stock purchase transaction in which each Selling Stockholder will sell, assign, transfer, convey, and deliver all of such Selling Stockholder's shares of Common Stock to Cascade at the Closing (as defined in the SPA), against payment of such Selling Stockholder's pro rata share of the Purchase Price.

In connection with the SPA, the parties thereto and certain other persons have entered into or will enter into various ancillary agreements, instruments, certificates, and documents contemplated by the SPA, including without limitation the following:

(i) The Escrow Agreement (the "Escrow Agreement") by and among Cascade, the Stockholder Representative (as defined below), and Marlowe Asset Management Trust Company, N.A. (the "Escrow Agent"), pursuant to which Ninety-Six Million Dollars ($96,000,000), representing eight percent (8%) of the Purchase Price, will be deposited into escrow at the Closing (the "Escrow Fund") to secure the indemnification obligations of the Selling Stockholders under Article IX of the SPA;

(ii) The Stockholder Representative Agreement (the "Stockholder Representative Agreement") appointing Ridgeline Equity Partners, LP (acting through Franklin Osei, its Managing Partner) as the representative of the Selling Stockholders (the "Stockholder Representative") for purposes of, among other things, post-closing indemnification claims, working capital adjustment matters, and escrow releases;

(iii) The Paying Agent Agreement (the "Paying Agent Agreement") with Marlowe Asset Management Trust Company, N.A., as paying agent (the "Paying Agent"), governing the mechanics of the distribution of the Purchase Price to the Selling Stockholders;

(iv) The Letters of Transmittal to be submitted by each Selling Stockholder to Continental Stocktransfer & Trust, Inc. (the "Transfer Agent") in connection with the surrender of stock certificates or the transfer of book-entry shares;

(v) The Joinder Agreements to be executed by each Selling Stockholder in connection with the SPA;

(vi) The Employment Agreements between Cascade and each of Julian Reeves (Founder and Chief Executive Officer of the Company) and Priya Narasimhan (Co-Founder and Chief Technology Officer of the Company), setting forth the terms of their continued employment following the Closing; and

(vii) All other agreements, certificates, instruments, and documents required to be delivered by the Company or the Selling Stockholders pursuant to the SPA.

The SPA and the agreements, certificates, instruments, and documents described in clauses (i) through (vii) above, together with all exhibits, schedules, and annexes thereto, are collectively referred to herein as the "Transaction Documents." The transactions contemplated by the Transaction Documents are collectively referred to herein as the "Transaction."

E. Board Recommendation. The Board of Directors of the Company (the "Board"), at a meeting duly called and held on May 18, 2025, at which a quorum was present and acting throughout, has (i) determined that the Transaction and the Transaction Documents are advisable, fair to, and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the SPA, the Ancillary Documents (as defined below), and the consummation of the transactions contemplated thereby, and (iii) recommended that the stockholders of the Company approve and adopt the SPA and the transactions contemplated thereby, including the sale of all outstanding shares of Common Stock to Cascade on the terms and subject to the conditions set forth in the SPA. In connection with the Board's deliberations, the Board received and considered the opinion of Pemberton Strauss Advisory LLC, dated May 18, 2025, to the effect that, as of such date and subject to the assumptions, qualifications, limitations, and conditions set forth therein, the Purchase Price to be received by the Selling Stockholders in the Transaction was fair, from a financial point of view, to such Selling Stockholders.

F. Required Vote. Approval and adoption of the SPA and the transactions contemplated thereby require the affirmative vote or written consent of holders of a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon, which constitutes the requisite stockholder approval (the "Requisite Stockholder Approval"). The undersigned stockholders collectively hold shares of Common Stock representing [_]% of the outstanding Common Stock, which is sufficient to constitute the Requisite Stockholder Approval.

RESOLUTIONS

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, the undersigned stockholders of the Company hereby consent to, approve, adopt, and authorize the following resolutions, effective as provided herein:

1. Approval and Adoption of the Stock Purchase Agreement

RESOLVED, that the Stock Purchase Agreement, dated as of May 20, 2025, by and among Cascade Retail Holdings Inc., NovaMart Global Inc., and the Selling Stockholders named therein, including all exhibits, schedules (including the Seller Disclosure Schedules), and annexes thereto, in the form presented to the undersigned stockholders (a copy of which has been made available to each undersigned stockholder and is attached hereto as Exhibit A or has been previously distributed to each undersigned stockholder), be and hereby is approved, adopted, and ratified in all respects.

Without limiting the generality of the foregoing, the undersigned stockholders specifically approve the following key terms and provisions of the SPA:

(a) An aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000), payable entirely in cash at the Closing, subject to the adjustments described below;

(b) The deposit into escrow with Marlowe Asset Management Trust Company, N.A. (as Escrow Agent) of Ninety-Six Million Dollars ($96,000,000), representing eight percent (8%) of the Purchase Price, to secure the indemnification obligations of the Selling Stockholders under the SPA (the "Escrow Amount");

(c) A cap on indemnification obligations of the Selling Stockholders (other than with respect to Fundamental Representations and certain specified indemnification obligations) of Two Hundred Sixteen Million Dollars ($216,000,000), representing eighteen percent (18%) of the Purchase Price;

(d) A survival period for general representations and warranties of twenty-four (24) months following the Closing Date, with Fundamental Representations surviving indefinitely and tax-related representations surviving until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof);

(e) A 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) (such that no post-closing working capital adjustment shall be made unless the difference between Actual Closing Working Capital and the Working Capital Target exceeds the collar amount);

(f) A forward termination fee of Thirty Million Dollars ($30,000,000), representing two and one-half percent (2.5%) of the Purchase Price, payable by the Company and/or the Selling Stockholders to Cascade under the circumstances specified in Section 10.03(b) of the SPA;

(g) A reverse termination fee of Thirty Million Dollars ($30,000,000), representing two and one-half percent (2.5%) of the Purchase Price, payable by Cascade to the Stockholder Representative (for the benefit of the Selling Stockholders) under the circumstances specified in Section 10.03(c) of the SPA;

(h) Governing law provisions providing that the SPA shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles, with exclusive jurisdiction vested in the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines to exercise jurisdiction, any federal court located within the State of Delaware); and

(i) All other terms, conditions, and provisions of the SPA as set forth therein.

2. Approval of the Ancillary Transaction Documents

RESOLVED, that each of the ancillary agreements, instruments, certificates, and documents contemplated by the SPA to be executed and delivered by the Company and/or the Selling Stockholders in connection with the transactions contemplated by the SPA (collectively, the "Ancillary Documents"), including without limitation the following, be and hereby are approved, adopted, and ratified in all respects, and the execution and delivery thereof by the applicable parties is hereby authorized:

(a) The Escrow Agreement among Cascade, the Stockholder Representative, and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent), providing for the deposit of the Escrow Amount of Ninety-Six Million Dollars ($96,000,000) into escrow at the Closing, and governing the terms and conditions for the release of funds from the Escrow Fund in accordance with the indemnification provisions of the SPA;

(b) The Stockholder Representative Agreement appointing Ridgeline Equity Partners, LP (acting through Franklin Osei, Managing Partner) as the Stockholder Representative for purposes of post-closing indemnification claim administration and resolution, working capital adjustment review and resolution, authorization of releases from the Escrow Fund, and the exercise of all rights and obligations of the Stockholder Representative under the SPA and the Escrow Agreement;

(c) The Paying Agent Agreement with Marlowe Asset Management Trust Company, N.A. (as Paying Agent), governing the mechanics and procedures for the distribution of the Purchase Price (net of the Escrow Amount and any other amounts withheld or adjusted pursuant to the SPA) to the Selling Stockholders;

(d) The Letters of Transmittal to be submitted by each Selling Stockholder to Continental Stocktransfer & Trust, Inc., as transfer agent for the Company, in connection with the surrender and cancellation of stock certificates (or the transfer of book-entry shares) representing the Common Stock to be sold to Cascade at the Closing;

(e) The Joinder Agreements to be executed by each Selling Stockholder, pursuant to which each such Selling Stockholder agrees to be bound by the terms and conditions of the SPA as a Selling Stockholder thereunder;

(f) The Employment Agreements between Cascade and each of Julian Reeves and Priya Narasimhan, setting forth the terms and conditions of their continued employment with the Company (or an affiliate of Cascade) following the Closing; and

(g) Any and all other agreements, certificates, instruments, and documents required or contemplated to be delivered by the Company or the Selling Stockholders under or in connection with the SPA and the transactions contemplated thereby, including any amendments, supplements, or modifications to any of the foregoing documents entered into in accordance with their respective terms and the terms of the SPA.

3. Appointment of Stockholder Representative

RESOLVED, that the appointment of Ridgeline Equity Partners, LP, a Delaware limited partnership, acting through its Managing Partner, Franklin Osei (with a principal business address at 200 Park Avenue South, 14th Floor, New York, New York 10003), as the Stockholder Representative for all purposes under the SPA and the Ancillary Documents, be and hereby is approved, adopted, and ratified. Without limiting the generality of the foregoing, the Stockholder Representative shall have full power and authority, on behalf of and for the benefit of the Selling Stockholders, to:

(i) administer and resolve all indemnification claims asserted by Cascade or its affiliates under Article IX of the SPA, including the negotiation, compromise, settlement, or defense of any such claims;

(ii) review, negotiate, and resolve the post-closing working capital adjustment, including the engagement of independent accountants and participation in any dispute resolution procedures with respect thereto, as contemplated by Section 2.06 of the SPA;

(iii) authorize and direct releases of funds from the Escrow Fund held by Marlowe Asset Management Trust Company, N.A. (as Escrow Agent), and to deliver joint written instructions to the Escrow Agent in accordance with the terms of the Escrow Agreement;

(iv) take any and all other actions on behalf of the Selling Stockholders as contemplated by the SPA, the Stockholder Representative Agreement, the Escrow Agreement, or any other Ancillary Document, including amending, waiving, or modifying any provision of the SPA (to the extent permitted thereunder) and giving or receiving any notice or consent required or permitted under the SPA or the Ancillary Documents; and

(v) engage legal counsel, accountants, financial advisors, and other professionals, at the expense of the Selling Stockholders (to be funded from the Stockholder Representative Expense Fund established pursuant to the Stockholder Representative Agreement), as the Stockholder Representative may deem necessary or advisable in connection with the performance of its duties.

Each undersigned stockholder acknowledges and agrees that the Stockholder Representative shall act as the exclusive agent and representative of the Selling Stockholders for the purposes described above, and that any action taken or decision made by the Stockholder Representative in accordance with the SPA and the Stockholder Representative Agreement shall be binding upon each Selling Stockholder.

4. Authorization of Sale and Transfer of Shares

RESOLVED, that the sale, assignment, transfer, conveyance, and delivery by each Selling Stockholder of all of such Selling Stockholder's shares of Common Stock of the Company to Cascade Retail Holdings Inc. at the Closing, against payment of such Selling Stockholder's pro rata portion of the Purchase Price (net of the Escrow Amount and subject to the estimated working capital adjustment and any other adjustments or deductions contemplated by the SPA), in accordance with the terms and conditions of the SPA, be and hereby is approved and authorized.

Each undersigned stockholder hereby confirms that such stockholder will, at or prior to the Closing, deliver or cause to be delivered to Continental Stocktransfer & Trust, Inc. (as Transfer Agent) all stock certificates representing shares of Common Stock held by such stockholder (or, in the case of book-entry shares, appropriate transfer instructions), together with duly executed stock powers, letters of transmittal, and any other instruments of transfer as may be required by the SPA or the Transfer Agent, free and clear of all liens, pledges, encumbrances, security interests, claims, options, charges, restrictions, and other adverse interests of any kind or nature (collectively, "Liens"), other than restrictions arising under applicable securities laws. The transfer of all shares of Common Stock to Cascade shall be registered on the stock transfer books of the Company by the Transfer Agent upon receipt of all properly executed transfer documents.

5. Authorization of Officers and Agents

RESOLVED, that Julian Reeves, as Founder and Chief Executive Officer, Priya Narasimhan, as Co-Founder and Chief Technology Officer, Douglas "Doug" Whitfield, as Chief Financial Officer, and Amanda Trevino, as General Counsel (each, an "Authorized Person"), each acting individually and without the need for any further action by the Board of Directors or the stockholders, be and hereby are authorized, empowered, and directed, in the name and on behalf of the Company, to:

(a) Execute and deliver the SPA, the Ancillary Documents, and any and all other agreements, certificates, instruments, and documents as may be necessary, desirable, or appropriate in connection with the consummation of the Transaction, with such changes, modifications, or amendments thereto as the Authorized Person executing the same may approve, such execution to be conclusive evidence of such approval;

(b) Take any and all actions, and execute and deliver any and all documents, as may be required or contemplated by the SPA to be taken or delivered by the Company prior to, at, or after the Closing, including but not limited to:

(1) Officer's certificates certifying the satisfaction of closing conditions and the accuracy of representations and warranties;

(2) Secretary's certificates certifying the Company's certificate of incorporation, bylaws, board resolutions, and stockholder consents;

(3) The certificate of non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (the "FIRPTA Certificate"), certifying that the Company is not, and has not been during the applicable period, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code;

(4) Good standing certificates from the Secretary of State of the State of Delaware, the Texas Secretary of State, and the appropriate governmental authorities in each other jurisdiction in which the Company is qualified to do business;

(5) Payoff letters, lien releases, UCC-3 termination statements, and other instruments necessary to evidence the satisfaction and discharge of all indebtedness and the release of all Liens under the Company's existing One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility with Ashford Savings Bank, N.A. (the "Credit Facility"), and to cause the termination of the Credit Facility at or prior to the Closing;

(6) All consents, waivers, notices, and other communications required under change of control provisions or similar provisions contained in the Company's material contracts (approximately thirty-four (34) material contracts identified in Section 3.17 of the Seller Disclosure Schedules), including customer agreements, vendor agreements, lease agreements, license agreements, and partnership arrangements;

(7) Any filings, certificates, or other documents required to be filed with the Secretary of State of the State of Delaware, the Texas Secretary of State, or the appropriate governmental authority in any other jurisdiction in connection with the Transaction; and

(8) Any other documents, certificates, instruments, or filings that may be required or requested by Cascade, the Escrow Agent, the Paying Agent, the Transfer Agent, or any governmental authority in connection with the Closing;

(c) Pay or cause to be paid, from the Company's available funds or from the proceeds of the Transaction as contemplated by the SPA, all fees, costs, and expenses incurred by the Company in connection with the Transaction, including legal fees, advisory fees, accounting fees, transfer agent fees, escrow agent fees, filing fees, and all other transaction-related expenses.

6. Compliance with Interim Operating Covenants

RESOLVED, that the Company and its officers, directors, employees, and agents are hereby authorized and directed to comply with all interim operating covenants set forth in Section 6.01 of the SPA during the period between the date of signing of the SPA (May 20, 2025) and the Closing Date (the "Interim Period"), including without limitation the obligation to (i) conduct the business of the Company in the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to preserve intact the Company's business organization, keep available the services of its current officers and key employees, and maintain its relationships with customers, suppliers, licensors, licensees, distributors, and other persons with whom the Company has material business dealings, and (iii) refrain from taking certain specified actions without the prior written consent of Cascade, all as more fully described in Section 6.01 of the SPA. The undersigned stockholders acknowledge that compliance with such interim operating covenants is a material condition to Cascade's obligation to consummate the Transaction.

7. Cooperation with Regulatory Approvals

RESOLVED, that the Company and its officers, directors, employees, and agents are hereby authorized and directed to cooperate fully and promptly with Cascade and its advisors, representatives, and counsel in connection with obtaining all governmental, regulatory, and third-party approvals, consents, clearances, authorizations, and filings required for the consummation of the Transaction, including without limitation:

(a) The filing made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, which filing was submitted by the Company and Cascade on April 11, 2025, and the compliance with the Second Request for additional information and documentary material issued by the Antitrust Division of the United States Department of Justice (the "DOJ") on May 8, 2025 (the "Second Request"), including the production of documents, the provision of data and information, and the making available of personnel for interviews, as requested by the DOJ;

(b) Any state-level antitrust, competition, or regulatory filings, approvals, or notifications required in connection with the Transaction in any jurisdiction in which the Company or Cascade conducts business; and

(c) Any other consents, approvals, clearances, authorizations, or filings required from or with any governmental authority (whether federal, state, local, or foreign) in connection with the Transaction.

The Company and its Authorized Persons are further authorized to engage in discussions, negotiations, and proceedings with the DOJ and any other governmental authority, in coordination with Cascade and its counsel, in connection with obtaining HSR Act clearance and any other required regulatory approvals, and to take or refrain from taking such actions as may be necessary or advisable to obtain such clearance and approvals in a timely manner.

8. Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by the officers, directors, employees, and agents of the Company in connection with the negotiation, preparation, execution, and delivery of the SPA and the Ancillary Documents, and in connection with the Transaction generally, be and hereby are ratified, confirmed, and approved in all respects. Without limiting the generality of the foregoing, the undersigned stockholders specifically ratify and approve:

(a) The engagement of Calloway, Brandt & Loewe LLP (lead partner: Richard Calloway) as legal counsel to the Company in connection with the Transaction, and all fees and expenses incurred or to be incurred in connection therewith;

(b) The engagement of Pemberton Strauss Advisory LLC (lead banker: Vivian Hong) as financial advisor to the Company in connection with the Transaction, including the rendering of a fairness opinion to the Board, and all fees and expenses (including any success fee payable upon the closing of the Transaction) incurred or to be incurred in connection therewith;

(c) The preparation and filing of the HSR Act notification form and all supporting documents and information provided to the DOJ and any other governmental authority;

(d) Any notices, filings, or other communications made to or with any governmental authority, contract counterparty, or other third party in connection with the Transaction; and

(e) All other actions taken by the officers, directors, employees, and agents of the Company prior to the date hereof in furtherance of the Transaction.

9. Omnibus Authorization

RESOLVED, that each Authorized Person, acting individually and without the need for any further action by the Board of Directors or the stockholders, be and hereby is authorized, empowered, and directed to take or cause to be taken any and all such further actions, to execute and deliver or cause to be executed and delivered all such further agreements, instruments, certificates, and documents, and to pay or cause to be paid all such fees, costs, and expenses, in the name and on behalf of the Company, or on behalf of the Selling Stockholders (to the extent authorized by the SPA, the Stockholder Representative Agreement, or any other Ancillary Document), as such Authorized Person may deem necessary, desirable, or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions and the transactions contemplated by the SPA and the Ancillary Documents. The execution and delivery of any such document or the taking of any such action by an Authorized Person shall be conclusive evidence of such Authorized Person's determination that such document or action is necessary, desirable, or appropriate, and of the authority of such Authorized Person to execute and deliver such document or take such action on behalf of the Company and/or the Selling Stockholders.

GENERAL PROVISIONS

Effectiveness. This Written Consent shall be effective as of the date on which the last stockholder whose consent is required to achieve the Requisite Stockholder Approval delivers a signed counterpart hereof (the "Effective Date"). Delivery by facsimile or electronic transmission (including portable document format (PDF)) of an executed counterpart of this Written Consent shall be as effective as delivery of an originally executed counterpart. Each undersigned stockholder agrees to deliver an originally executed counterpart of this Written Consent to the Company promptly following any delivery by facsimile or electronic transmission, provided that the failure to deliver an originally executed counterpart shall not affect the effectiveness of this Written Consent.

Counterparts. This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. It shall not be necessary that all stockholders sign the same counterpart, and delivery of separate counterparts by two or more stockholders, when taken together, shall have the same effect as if all such stockholders had signed a single counterpart.

Governing Law. This Written Consent shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law principles, rules, or provisions (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.

Filing and Retention. The Secretary of the Company is hereby authorized and directed to file this Written Consent, together with all counterparts hereof, with the minutes of proceedings of the stockholders of the Company maintained at the Company's principal executive offices at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, and to deliver a copy thereof to the Company's registered agent in the State of Delaware, Pinnacle Corporate Services Inc., at 850 New Burton Road, Suite 201, Dover, Delaware 19904. In accordance with Section 228(e) of the DGCL, if this Written Consent is signed by fewer than all stockholders of the Company, prompt notice of the taking of the corporate action set forth herein without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company.

No Revocation. This Written Consent is irrevocable and may not be revoked, withdrawn, amended, or modified by any Selling Stockholder after delivery of an executed counterpart hereof to the Company. Each undersigned stockholder acknowledges that the Company and Cascade will rely on the irrevocability of this Written Consent in proceeding with the Transaction.

[Signature Pages Follow]

SIGNATURE PAGES

IN WITNESS WHEREOF, the undersigned stockholders have executed this Written Consent as of the date set forth below each stockholder's signature.

RIDGELINE EQUITY PARTNERS, LP

By: Ridgeline Equity GP, LLC, its General Partner

By: ________

Name: Franklin Osei

Title: Managing Partner

Shares of Common Stock held: [__] shares (approximately 41.2% of outstanding Common Stock)

Date: ________

BRINDOVAL VENTURES FUND III, LP

By: Brindoval Ventures GP III, LLC, its General Partner

By: ________

Name: Naomi Katzenbach

Title: General Partner

Shares of Common Stock held: [__] shares (approximately 22.8% of outstanding Common Stock)

Date: ________

JULIAN REEVES

________________________________________

Julian Reeves, individually

Shares of Common Stock held: [__] shares (approximately 18.5% of outstanding Common Stock)

Date: ________

PRIYA NARASIMHAN

________________________________________

Priya Narasimhan, individually

Shares of Common Stock held: [__] shares (approximately 8.3% of outstanding Common Stock)

Date: ________

OTHER MANAGEMENT AND EMPLOYEE STOCKHOLDERS

Additional signature pages in substantially the form set forth below are to be executed by each other management and employee stockholder of the Company (and each holder of vested stock options who has exercised or will exercise such options in connection with the Transaction), collectively representing approximately 9.2% of the outstanding Common Stock. Each such stockholder should complete and execute a separate counterpart of this signature page.

________________________________________

Name: ________

Title / Position at NovaMart (if applicable): ________

Shares of Common Stock held: [__] shares

Date: ________

________________________________________

Name: ________

Title / Position at NovaMart (if applicable): ________

Shares of Common Stock held: [__] shares

Date: ________

________________________________________

Name: ________

Title / Position at NovaMart (if applicable): ________

Shares of Common Stock held: [__] shares

Date: ________

EXHIBIT A

STOCK PURCHASE AGREEMENT

Reference is hereby made to 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 named therein.

The SPA, together with all exhibits, schedules (including the Seller Disclosure Schedules), and annexes thereto, has been made available to each undersigned stockholder for review prior to the execution of this Written Consent. A complete copy of the SPA is either (i) attached hereto and incorporated herein by reference, or (ii) has been previously distributed to each undersigned stockholder by electronic transmission or in hard copy, and each undersigned stockholder acknowledges receipt thereof.

Each undersigned stockholder further acknowledges that such stockholder has had the opportunity to review the SPA and all exhibits, schedules, and annexes thereto, together with all Ancillary Documents, and to consult with his, her, or its own legal, tax, and financial advisors in connection therewith, and that such stockholder's execution of this Written Consent constitutes such stockholder's informed and voluntary consent to the Transaction on the terms set forth in the SPA.

[Full text of the Stock Purchase Agreement to be attached or separately bound.]

EXHIBIT B

SUMMARY OF KEY TRANSACTION TERMS

The following is a summary of the key terms of the Transaction for informational purposes only. This summary is qualified in its entirety by reference to the full text of the Stock Purchase Agreement and the Ancillary Documents, which control in the event of any inconsistency.

EXHIBIT C

FORM OF STOCKHOLDER REPRESENTATIVE AGREEMENT

Reference is hereby made to the Stockholder Representative Agreement to be executed concurrently with this Written Consent and/or at or prior to the Closing, by and among the Stockholder Representative, the Selling Stockholders, and Cascade Retail Holdings Inc., setting forth the terms and conditions governing the appointment, authority, duties, and indemnification of Ridgeline Equity Partners, LP (acting through Franklin Osei, Managing Partner) as the Stockholder Representative.

A complete copy of the Form of Stockholder Representative Agreement is either (i) attached hereto and incorporated herein by reference, or (ii) has been previously distributed to each undersigned stockholder by electronic transmission or in hard copy, and each undersigned stockholder acknowledges receipt thereof.

Each undersigned stockholder's execution of this Written Consent shall constitute such stockholder's agreement to the terms and conditions of the Stockholder Representative Agreement, including, without limitation, such stockholder's agreement to be bound by the actions of the Stockholder Representative taken in accordance therewith.

[Full text of the Form of Stockholder Representative Agreement to be attached or separately bound.]

[End of Written Consent]

Stockholder	Shares of Common Stock	Approximate Percentage
Ridgeline Equity Partners, LP	[__]	41.2%
Brindoval Ventures Fund III, LP	[__]	22.8%
Julian Reeves	[__]	18.5%
Priya Narasimhan	[__]	8.3%
Other management and employee stockholders (in aggregate)	[__]	9.2%
Total	[________]	100.0%
Term	Detail
Buyer	Cascade Retail Holdings Inc. (Nasdaq: CRHI)
Target	NovaMart Global Inc.
Transaction Structure	Stock purchase — 100% acquisition of outstanding Common Stock
Purchase Price	$1,200,000,000 (all cash)
Escrow Amount	$96,000,000 (8% of Purchase Price) deposited with Marlowe Asset Management Trust Company, N.A.
Net Cash to Sellers at Closing (pre-WC adjustment)	$1,104,000,000
Indemnification Cap (General)	$216,000,000 (18% of Purchase Price)
Survival Period — General Representations	24 months following Closing
Survival Period — Fundamental Representations	Indefinite
Survival Period — Tax Representations	60 days after expiration of applicable statute of limitations
Working Capital Target	$78,500,000
Working Capital Collar	±$5,000,000
Forward Termination Fee	$30,000,000 (2.5% of Purchase Price)
Reverse Termination Fee	$30,000,000 (2.5% of Purchase Price)
Stockholder Representative	Ridgeline Equity Partners, LP (Franklin Osei, Managing Partner)
R&W Insurance Policy	$216,000,000 policy issued by Meridian Specialty Insurance Company
Escrow Agent / Paying Agent	Marlowe Asset Management Trust Company, N.A.

Transfer Agent	Continental Stocktransfer & Trust, Inc.
Governing Law	State of Delaware
Exclusive Jurisdiction	Delaware Court of Chancery
Targeted Closing Date	October 15, 2025
Outside Date	December 31, 2025
Key Remaining Condition	HSR Act clearance (DOJ Second Request issued May 8, 2025; pending)
Company Legal Counsel	Calloway, Brandt & Loewe LLP (Richard Calloway, lead partner)
Company Financial Advisor	Pemberton Strauss Advisory LLC (Vivian Hong, lead banker)
Credit Facility to be Retired	$150,000,000 revolving credit facility with Ashford Savings Bank, N.A.

ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS OF NOVAMART GLOBAL INC. IN LIEU OF A SPECIAL MEETING
Adopted as of ______________, 2025
This is a form document. Specific dates, signature blocks, share numbers, and percentage holdings are to be completed upon execution by each Selling Stockholder. This form has been prepared by Calloway, Brandt & Loewe LLP, counsel to NovaMart Global Inc., for distribution to each stockholder of the Company for review and execution. Each Selling Stockholder is encouraged to review this Written Consent with his, her, or its own legal and tax advisors prior to execution.
RECITALS
The undersigned, being stockholders of NovaMart Global Inc. (as further defined below), hereby take the following actions by written consent in lieu of a special meeting of stockholders, and adopt the following recitals and resolutions:
A. The Company. NovaMart Global Inc. ("NovaMart" or the "Company") is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company maintains its principal executive offices at 1100 Congress Avenue, Suite 800, Austin, Texas 78701. The Company's registered agent in the State of Delaware is Pinnacle Corporate Services Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The Company's federal employer identification number is 84-3291547.
B. Authority for Written Consent. Section 228 of the Delaware General Corporation Law (the "DGCL") provides that any action required or permitted to be taken at any annual or special meeting of stockholders of a corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted. Article VII of the Company's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware (the "Certificate of Incorporation"), does not prohibit action by written consent of stockholders. Section 2.10 of the Company's Amended and Restated Bylaws (the "Bylaws") expressly permits stockholder action by written consent in lieu of a meeting, subject to compliance with Section 228 of the DGCL and the Certificate of Incorporation. The undersigned stockholders desire to take the actions set forth herein by written consent in lieu of a special meeting of stockholders, in accordance with the foregoing provisions.
C. Capitalization. As of the date hereof, the issued and outstanding capital stock of the Company consists of the following shares of Common Stock, par value $0.001 per share (the "Common Stock"), constituting all of the issued and outstanding capital stock of the Company:
The foregoing capitalization table includes all shares of Common Stock issued and outstanding as of the date hereof, and, with respect to the management and employee stockholders referenced above, includes shares of Common Stock issuable upon the exercise of vested stock options that have been or will be exercised in connection with the transactions described herein. There are no other shares of capital stock of the Company issued and outstanding, and no other securities convertible into or exercisable or exchangeable for shares of Common Stock of the Company, other than as contemplated by the Company's equity incentive plans and as set forth in the Seller Disclosure Schedules to the Stock Purchase Agreement (as defined below).
D. The Transaction. Reference is hereby made to that certain Stock Purchase Agreement, dated as of May 20, 2025 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Stock Purchase Agreement" or the "SPA"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Cascade" or the "Buyer"), NovaMart Global Inc. (the "Company"), and the Selling Stockholders named therein (the "Selling Stockholders"). Cascade is a publicly traded corporation whose shares of common stock are listed on the Nasdaq Stock Market under the ticker symbol "CRHI," and Cascade maintains its principal executive offices at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119.
Pursuant to the SPA, Cascade will acquire one hundred percent (100%) of the issued and outstanding capital stock of NovaMart from the Selling Stockholders for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) in cash (the "Purchase Price"), subject to the terms, conditions, and adjustments set forth in the SPA. The transaction is structured as a stock purchase transaction in which each Selling Stockholder will sell, assign, transfer, convey, and deliver all of such Selling Stockholder's shares of Common Stock to Cascade at the Closing (as defined in the SPA), against payment of such Selling Stockholder's pro rata share of the Purchase Price.
In connection with the SPA, the parties thereto and certain other persons have entered into or will enter into various ancillary agreements, instruments, certificates, and documents contemplated by the SPA, including without limitation the following:
(i) The Escrow Agreement (the "Escrow Agreement") by and among Cascade, the Stockholder Representative (as defined below), and Marlowe Asset Management Trust Company, N.A. (the "Escrow Agent"), pursuant to which Ninety-Six Million Dollars ($96,000,000), representing eight percent (8%) of the Purchase Price, will be deposited into escrow at the Closing (the "Escrow Fund") to secure the indemnification obligations of the Selling Stockholders under Article IX of the SPA;
(ii) The Stockholder Representative Agreement (the "Stockholder Representative Agreement") appointing Ridgeline Equity Partners, LP (acting through Franklin Osei, its Managing Partner) as the representative of the Selling Stockholders (the "Stockholder Representative") for purposes of, among other things, post-closing indemnification claims, working capital adjustment matters, and escrow releases;
(iii) The Paying Agent Agreement (the "Paying Agent Agreement") with Marlowe Asset Management Trust Company, N.A., as paying agent (the "Paying Agent"), governing the mechanics of the distribution of the Purchase Price to the Selling Stockholders;
(iv) The Letters of Transmittal to be submitted by each Selling Stockholder to Continental Stocktransfer & Trust, Inc. (the "Transfer Agent") in connection with the surrender of stock certificates or the transfer of book-entry shares;
(v) The Joinder Agreements to be executed by each Selling Stockholder in connection with the SPA;
(vi) The Employment Agreements between Cascade and each of Julian Reeves (Founder and Chief Executive Officer of the Company) and Priya Narasimhan (Co-Founder and Chief Technology Officer of the Company), setting forth the terms of their continued employment following the Closing; and
(vii) All other agreements, certificates, instruments, and documents required to be delivered by the Company or the Selling Stockholders pursuant to the SPA.
The SPA and the agreements, certificates, instruments, and documents described in clauses (i) through (vii) above, together with all exhibits, schedules, and annexes thereto, are collectively referred to herein as the "Transaction Documents." The transactions contemplated by the Transaction Documents are collectively referred to herein as the "Transaction."
E. Board Recommendation. The Board of Directors of the Company (the "Board"), at a meeting duly called and held on May 18, 2025, at which a quorum was present and acting throughout, has (i) determined that the Transaction and the Transaction Documents are advisable, fair to, and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the SPA, the Ancillary Documents (as defined below), and the consummation of the transactions contemplated thereby, and (iii) recommended that the stockholders of the Company approve and adopt the SPA and the transactions contemplated thereby, including the sale of all outstanding shares of Common Stock to Cascade on the terms and subject to the conditions set forth in the SPA. In connection with the Board's deliberations, the Board received and considered the opinion of Pemberton Strauss Advisory LLC, dated May 18, 2025, to the effect that, as of such date and subject to the assumptions, qualifications, limitations, and conditions set forth therein, the Purchase Price to be received by the Selling Stockholders in the Transaction was fair, from a financial point of view, to such Selling Stockholders.
F. Required Vote. Approval and adoption of the SPA and the transactions contemplated thereby require the affirmative vote or written consent of holders of a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon, which constitutes the requisite stockholder approval (the "Requisite Stockholder Approval"). The undersigned stockholders collectively hold shares of Common Stock representing [_]% of the outstanding Common Stock, which is sufficient to constitute the Requisite Stockholder Approval.
RESOLUTIONS
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, the undersigned stockholders of the Company hereby consent to, approve, adopt, and authorize the following resolutions, effective as provided herein:
1. Approval and Adoption of the Stock Purchase Agreement
RESOLVED, that the Stock Purchase Agreement, dated as of May 20, 2025, by and among Cascade Retail Holdings Inc., NovaMart Global Inc., and the Selling Stockholders named therein, including all exhibits, schedules (including the Seller Disclosure Schedules), and annexes thereto, in the form presented to the undersigned stockholders (a copy of which has been made available to each undersigned stockholder and is attached hereto as Exhibit A or has been previously distributed to each undersigned stockholder), be and hereby is approved, adopted, and ratified in all respects.
Without limiting the generality of the foregoing, the undersigned stockholders specifically approve the following key terms and provisions of the SPA:
(a) An aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000), payable entirely in cash at the Closing, subject to the adjustments described below;
(b) The deposit into escrow with Marlowe Asset Management Trust Company, N.A. (as Escrow Agent) of Ninety-Six Million Dollars ($96,000,000), representing eight percent (8%) of the Purchase Price, to secure the indemnification obligations of the Selling Stockholders under the SPA (the "Escrow Amount");
(c) A cap on indemnification obligations of the Selling Stockholders (other than with respect to Fundamental Representations and certain specified indemnification obligations) of Two Hundred Sixteen Million Dollars ($216,000,000), representing eighteen percent (18%) of the Purchase Price;
(d) A survival period for general representations and warranties of twenty-four (24) months following the Closing Date, with Fundamental Representations surviving indefinitely and tax-related representations surviving until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof);
(e) A 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) (such that no post-closing working capital adjustment shall be made unless the difference between Actual Closing Working Capital and the Working Capital Target exceeds the collar amount);
(f) A forward termination fee of Thirty Million Dollars ($30,000,000), representing two and one-half percent (2.5%) of the Purchase Price, payable by the Company and/or the Selling Stockholders to Cascade under the circumstances specified in Section 10.03(b) of the SPA;
(g) A reverse termination fee of Thirty Million Dollars ($30,000,000), representing two and one-half percent (2.5%) of the Purchase Price, payable by Cascade to the Stockholder Representative (for the benefit of the Selling Stockholders) under the circumstances specified in Section 10.03(c) of the SPA;
(h) Governing law provisions providing that the SPA shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles, with exclusive jurisdiction vested in the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines to exercise jurisdiction, any federal court located within the State of Delaware); and
(i) All other terms, conditions, and provisions of the SPA as set forth therein.
2. Approval of the Ancillary Transaction Documents
RESOLVED, that each of the ancillary agreements, instruments, certificates, and documents contemplated by the SPA to be executed and delivered by the Company and/or the Selling Stockholders in connection with the transactions contemplated by the SPA (collectively, the "Ancillary Documents"), including without limitation the following, be and hereby are approved, adopted, and ratified in all respects, and the execution and delivery thereof by the applicable parties is hereby authorized:
(a) The Escrow Agreement among Cascade, the Stockholder Representative, and Marlowe Asset Management Trust Company, N.A. (as Escrow Agent), providing for the deposit of the Escrow Amount of Ninety-Six Million Dollars ($96,000,000) into escrow at the Closing, and governing the terms and conditions for the release of funds from the Escrow Fund in accordance with the indemnification provisions of the SPA;
(b) The Stockholder Representative Agreement appointing Ridgeline Equity Partners, LP (acting through Franklin Osei, Managing Partner) as the Stockholder Representative for purposes of post-closing indemnification claim administration and resolution, working capital adjustment review and resolution, authorization of releases from the Escrow Fund, and the exercise of all rights and obligations of the Stockholder Representative under the SPA and the Escrow Agreement;
(c) The Paying Agent Agreement with Marlowe Asset Management Trust Company, N.A. (as Paying Agent), governing the mechanics and procedures for the distribution of the Purchase Price (net of the Escrow Amount and any other amounts withheld or adjusted pursuant to the SPA) to the Selling Stockholders;
(d) The Letters of Transmittal to be submitted by each Selling Stockholder to Continental Stocktransfer & Trust, Inc., as transfer agent for the Company, in connection with the surrender and cancellation of stock certificates (or the transfer of book-entry shares) representing the Common Stock to be sold to Cascade at the Closing;
(e) The Joinder Agreements to be executed by each Selling Stockholder, pursuant to which each such Selling Stockholder agrees to be bound by the terms and conditions of the SPA as a Selling Stockholder thereunder;
(f) The Employment Agreements between Cascade and each of Julian Reeves and Priya Narasimhan, setting forth the terms and conditions of their continued employment with the Company (or an affiliate of Cascade) following the Closing; and
(g) Any and all other agreements, certificates, instruments, and documents required or contemplated to be delivered by the Company or the Selling Stockholders under or in connection with the SPA and the transactions contemplated thereby, including any amendments, supplements, or modifications to any of the foregoing documents entered into in accordance with their respective terms and the terms of the SPA.
3. Appointment of Stockholder Representative
RESOLVED, that the appointment of Ridgeline Equity Partners, LP, a Delaware limited partnership, acting through its Managing Partner, Franklin Osei (with a principal business address at 200 Park Avenue South, 14th Floor, New York, New York 10003), as the Stockholder Representative for all purposes under the SPA and the Ancillary Documents, be and hereby is approved, adopted, and ratified. Without limiting the generality of the foregoing, the Stockholder Representative shall have full power and authority, on behalf of and for the benefit of the Selling Stockholders, to:
(i) administer and resolve all indemnification claims asserted by Cascade or its affiliates under Article IX of the SPA, including the negotiation, compromise, settlement, or defense of any such claims;
(ii) review, negotiate, and resolve the post-closing working capital adjustment, including the engagement of independent accountants and participation in any dispute resolution procedures with respect thereto, as contemplated by Section 2.06 of the SPA;
(iii) authorize and direct releases of funds from the Escrow Fund held by Marlowe Asset Management Trust Company, N.A. (as Escrow Agent), and to deliver joint written instructions to the Escrow Agent in accordance with the terms of the Escrow Agreement;
(iv) take any and all other actions on behalf of the Selling Stockholders as contemplated by the SPA, the Stockholder Representative Agreement, the Escrow Agreement, or any other Ancillary Document, including amending, waiving, or modifying any provision of the SPA (to the extent permitted thereunder) and giving or receiving any notice or consent required or permitted under the SPA or the Ancillary Documents; and
(v) engage legal counsel, accountants, financial advisors, and other professionals, at the expense of the Selling Stockholders (to be funded from the Stockholder Representative Expense Fund established pursuant to the Stockholder Representative Agreement), as the Stockholder Representative may deem necessary or advisable in connection with the performance of its duties.
Each undersigned stockholder acknowledges and agrees that the Stockholder Representative shall act as the exclusive agent and representative of the Selling Stockholders for the purposes described above, and that any action taken or decision made by the Stockholder Representative in accordance with the SPA and the Stockholder Representative Agreement shall be binding upon each Selling Stockholder.
4. Authorization of Sale and Transfer of Shares
RESOLVED, that the sale, assignment, transfer, conveyance, and delivery by each Selling Stockholder of all of such Selling Stockholder's shares of Common Stock of the Company to Cascade Retail Holdings Inc. at the Closing, against payment of such Selling Stockholder's pro rata portion of the Purchase Price (net of the Escrow Amount and subject to the estimated working capital adjustment and any other adjustments or deductions contemplated by the SPA), in accordance with the terms and conditions of the SPA, be and hereby is approved and authorized.
Each undersigned stockholder hereby confirms that such stockholder will, at or prior to the Closing, deliver or cause to be delivered to Continental Stocktransfer & Trust, Inc. (as Transfer Agent) all stock certificates representing shares of Common Stock held by such stockholder (or, in the case of book-entry shares, appropriate transfer instructions), together with duly executed stock powers, letters of transmittal, and any other instruments of transfer as may be required by the SPA or the Transfer Agent, free and clear of all liens, pledges, encumbrances, security interests, claims, options, charges, restrictions, and other adverse interests of any kind or nature (collectively, "Liens"), other than restrictions arising under applicable securities laws. The transfer of all shares of Common Stock to Cascade shall be registered on the stock transfer books of the Company by the Transfer Agent upon receipt of all properly executed transfer documents.
5. Authorization of Officers and Agents
RESOLVED, that Julian Reeves, as Founder and Chief Executive Officer, Priya Narasimhan, as Co-Founder and Chief Technology Officer, Douglas "Doug" Whitfield, as Chief Financial Officer, and Amanda Trevino, as General Counsel (each, an "Authorized Person"), each acting individually and without the need for any further action by the Board of Directors or the stockholders, be and hereby are authorized, empowered, and directed, in the name and on behalf of the Company, to:
(a) Execute and deliver the SPA, the Ancillary Documents, and any and all other agreements, certificates, instruments, and documents as may be necessary, desirable, or appropriate in connection with the consummation of the Transaction, with such changes, modifications, or amendments thereto as the Authorized Person executing the same may approve, such execution to be conclusive evidence of such approval;
(b) Take any and all actions, and execute and deliver any and all documents, as may be required or contemplated by the SPA to be taken or delivered by the Company prior to, at, or after the Closing, including but not limited to:
(1) Officer's certificates certifying the satisfaction of closing conditions and the accuracy of representations and warranties;
(2) Secretary's certificates certifying the Company's certificate of incorporation, bylaws, board resolutions, and stockholder consents;
(3) The certificate of non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (the "FIRPTA Certificate"), certifying that the Company is not, and has not been during the applicable period, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code;
(4) Good standing certificates from the Secretary of State of the State of Delaware, the Texas Secretary of State, and the appropriate governmental authorities in each other jurisdiction in which the Company is qualified to do business;
(5) Payoff letters, lien releases, UCC-3 termination statements, and other instruments necessary to evidence the satisfaction and discharge of all indebtedness and the release of all Liens under the Company's existing One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility with Ashford Savings Bank, N.A. (the "Credit Facility"), and to cause the termination of the Credit Facility at or prior to the Closing;
(6) All consents, waivers, notices, and other communications required under change of control provisions or similar provisions contained in the Company's material contracts (approximately thirty-four (34) material contracts identified in Section 3.17 of the Seller Disclosure Schedules), including customer agreements, vendor agreements, lease agreements, license agreements, and partnership arrangements;
(7) Any filings, certificates, or other documents required to be filed with the Secretary of State of the State of Delaware, the Texas Secretary of State, or the appropriate governmental authority in any other jurisdiction in connection with the Transaction; and
(8) Any other documents, certificates, instruments, or filings that may be required or requested by Cascade, the Escrow Agent, the Paying Agent, the Transfer Agent, or any governmental authority in connection with the Closing;
(c) Pay or cause to be paid, from the Company's available funds or from the proceeds of the Transaction as contemplated by the SPA, all fees, costs, and expenses incurred by the Company in connection with the Transaction, including legal fees, advisory fees, accounting fees, transfer agent fees, escrow agent fees, filing fees, and all other transaction-related expenses.
6. Compliance with Interim Operating Covenants
RESOLVED, that the Company and its officers, directors, employees, and agents are hereby authorized and directed to comply with all interim operating covenants set forth in Section 6.01 of the SPA during the period between the date of signing of the SPA (May 20, 2025) and the Closing Date (the "Interim Period"), including without limitation the obligation to (i) conduct the business of the Company in the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to preserve intact the Company's business organization, keep available the services of its current officers and key employees, and maintain its relationships with customers, suppliers, licensors, licensees, distributors, and other persons with whom the Company has material business dealings, and (iii) refrain from taking certain specified actions without the prior written consent of Cascade, all as more fully described in Section 6.01 of the SPA. The undersigned stockholders acknowledge that compliance with such interim operating covenants is a material condition to Cascade's obligation to consummate the Transaction.
7. Cooperation with Regulatory Approvals
RESOLVED, that the Company and its officers, directors, employees, and agents are hereby authorized and directed to cooperate fully and promptly with Cascade and its advisors, representatives, and counsel in connection with obtaining all governmental, regulatory, and third-party approvals, consents, clearances, authorizations, and filings required for the consummation of the Transaction, including without limitation:
(a) The filing made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder, which filing was submitted by the Company and Cascade on April 11, 2025, and the compliance with the Second Request for additional information and documentary material issued by the Antitrust Division of the United States Department of Justice (the "DOJ") on May 8, 2025 (the "Second Request"), including the production of documents, the provision of data and information, and the making available of personnel for interviews, as requested by the DOJ;
(b) Any state-level antitrust, competition, or regulatory filings, approvals, or notifications required in connection with the Transaction in any jurisdiction in which the Company or Cascade conducts business; and
(c) Any other consents, approvals, clearances, authorizations, or filings required from or with any governmental authority (whether federal, state, local, or foreign) in connection with the Transaction.
The Company and its Authorized Persons are further authorized to engage in discussions, negotiations, and proceedings with the DOJ and any other governmental authority, in coordination with Cascade and its counsel, in connection with obtaining HSR Act clearance and any other required regulatory approvals, and to take or refrain from taking such actions as may be necessary or advisable to obtain such clearance and approvals in a timely manner.
8. Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by the officers, directors, employees, and agents of the Company in connection with the negotiation, preparation, execution, and delivery of the SPA and the Ancillary Documents, and in connection with the Transaction generally, be and hereby are ratified, confirmed, and approved in all respects. Without limiting the generality of the foregoing, the undersigned stockholders specifically ratify and approve:
(a) The engagement of Calloway, Brandt & Loewe LLP (lead partner: Richard Calloway) as legal counsel to the Company in connection with the Transaction, and all fees and expenses incurred or to be incurred in connection therewith;
(b) The engagement of Pemberton Strauss Advisory LLC (lead banker: Vivian Hong) as financial advisor to the Company in connection with the Transaction, including the rendering of a fairness opinion to the Board, and all fees and expenses (including any success fee payable upon the closing of the Transaction) incurred or to be incurred in connection therewith;
(c) The preparation and filing of the HSR Act notification form and all supporting documents and information provided to the DOJ and any other governmental authority;
(d) Any notices, filings, or other communications made to or with any governmental authority, contract counterparty, or other third party in connection with the Transaction; and
(e) All other actions taken by the officers, directors, employees, and agents of the Company prior to the date hereof in furtherance of the Transaction.
9. Omnibus Authorization
RESOLVED, that each Authorized Person, acting individually and without the need for any further action by the Board of Directors or the stockholders, be and hereby is authorized, empowered, and directed to take or cause to be taken any and all such further actions, to execute and deliver or cause to be executed and delivered all such further agreements, instruments, certificates, and documents, and to pay or cause to be paid all such fees, costs, and expenses, in the name and on behalf of the Company, or on behalf of the Selling Stockholders (to the extent authorized by the SPA, the Stockholder Representative Agreement, or any other Ancillary Document), as such Authorized Person may deem necessary, desirable, or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions and the transactions contemplated by the SPA and the Ancillary Documents. The execution and delivery of any such document or the taking of any such action by an Authorized Person shall be conclusive evidence of such Authorized Person's determination that such document or action is necessary, desirable, or appropriate, and of the authority of such Authorized Person to execute and deliver such document or take such action on behalf of the Company and/or the Selling Stockholders.
GENERAL PROVISIONS
Effectiveness. This Written Consent shall be effective as of the date on which the last stockholder whose consent is required to achieve the Requisite Stockholder Approval delivers a signed counterpart hereof (the "Effective Date"). Delivery by facsimile or electronic transmission (including portable document format (PDF)) of an executed counterpart of this Written Consent shall be as effective as delivery of an originally executed counterpart. Each undersigned stockholder agrees to deliver an originally executed counterpart of this Written Consent to the Company promptly following any delivery by facsimile or electronic transmission, provided that the failure to deliver an originally executed counterpart shall not affect the effectiveness of this Written Consent.
Counterparts. This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. It shall not be necessary that all stockholders sign the same counterpart, and delivery of separate counterparts by two or more stockholders, when taken together, shall have the same effect as if all such stockholders had signed a single counterpart.
Governing Law. This Written Consent shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law principles, rules, or provisions (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.
Filing and Retention. The Secretary of the Company is hereby authorized and directed to file this Written Consent, together with all counterparts hereof, with the minutes of proceedings of the stockholders of the Company maintained at the Company's principal executive offices at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, and to deliver a copy thereof to the Company's registered agent in the State of Delaware, Pinnacle Corporate Services Inc., at 850 New Burton Road, Suite 201, Dover, Delaware 19904. In accordance with Section 228(e) of the DGCL, if this Written Consent is signed by fewer than all stockholders of the Company, prompt notice of the taking of the corporate action set forth herein without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company.
No Revocation. This Written Consent is irrevocable and may not be revoked, withdrawn, amended, or modified by any Selling Stockholder after delivery of an executed counterpart hereof to the Company. Each undersigned stockholder acknowledges that the Company and Cascade will rely on the irrevocability of this Written Consent in proceeding with the Transaction.
[Signature Pages Follow]
SIGNATURE PAGES
IN WITNESS WHEREOF, the undersigned stockholders have executed this Written Consent as of the date set forth below each stockholder's signature.
RIDGELINE EQUITY PARTNERS, LP
RIDGELINE EQUITY PARTNERS, LP
By: Ridgeline Equity GP, LLC, its General Partner
By: ________
Name: Franklin Osei
Title: Managing Partner
Shares of Common Stock held: [__] shares (approximately 41.2% of outstanding Common Stock)
Date: ________
BRINDOVAL VENTURES FUND III, LP
BRINDOVAL VENTURES FUND III, LP
By: Brindoval Ventures GP III, LLC, its General Partner
By: ________
Name: Naomi Katzenbach
Title: General Partner
Shares of Common Stock held: [__] shares (approximately 22.8% of outstanding Common Stock)
Date: ________
JULIAN REEVES
________________________________________
Julian Reeves, individually
Shares of Common Stock held: [__] shares (approximately 18.5% of outstanding Common Stock)
Date: ________
PRIYA NARASIMHAN
________________________________________
Priya Narasimhan, individually
Shares of Common Stock held: [__] shares (approximately 8.3% of outstanding Common Stock)
Date: ________
OTHER MANAGEMENT AND EMPLOYEE STOCKHOLDERS
Additional signature pages in substantially the form set forth below are to be executed by each other management and employee stockholder of the Company (and each holder of vested stock options who has exercised or will exercise such options in connection with the Transaction), collectively representing approximately 9.2% of the outstanding Common Stock. Each such stockholder should complete and execute a separate counterpart of this signature page.
________________________________________
Name: ________
Title / Position at NovaMart (if applicable): ________
Shares of Common Stock held: [__] shares
Date: ________
________________________________________
Name: ________
Title / Position at NovaMart (if applicable): ________
Shares of Common Stock held: [__] shares
Date: ________
________________________________________
Name: ________
Title / Position at NovaMart (if applicable): ________
Shares of Common Stock held: [__] shares
Date: ________
EXHIBIT A
STOCK PURCHASE AGREEMENT
Reference is hereby made to 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 named therein.
The SPA, together with all exhibits, schedules (including the Seller Disclosure Schedules), and annexes thereto, has been made available to each undersigned stockholder for review prior to the execution of this Written Consent. A complete copy of the SPA is either (i) attached hereto and incorporated herein by reference, or (ii) has been previously distributed to each undersigned stockholder by electronic transmission or in hard copy, and each undersigned stockholder acknowledges receipt thereof.
Each undersigned stockholder further acknowledges that such stockholder has had the opportunity to review the SPA and all exhibits, schedules, and annexes thereto, together with all Ancillary Documents, and to consult with his, her, or its own legal, tax, and financial advisors in connection therewith, and that such stockholder's execution of this Written Consent constitutes such stockholder's informed and voluntary consent to the Transaction on the terms set forth in the SPA.
[Full text of the Stock Purchase Agreement to be attached or separately bound.]
EXHIBIT B
SUMMARY OF KEY TRANSACTION TERMS
The following is a summary of the key terms of the Transaction for informational purposes only. This summary is qualified in its entirety by reference to the full text of the Stock Purchase Agreement and the Ancillary Documents, which control in the event of any inconsistency.
EXHIBIT C
FORM OF STOCKHOLDER REPRESENTATIVE AGREEMENT
Reference is hereby made to the Stockholder Representative Agreement to be executed concurrently with this Written Consent and/or at or prior to the Closing, by and among the Stockholder Representative, the Selling Stockholders, and Cascade Retail Holdings Inc., setting forth the terms and conditions governing the appointment, authority, duties, and indemnification of Ridgeline Equity Partners, LP (acting through Franklin Osei, Managing Partner) as the Stockholder Representative.
A complete copy of the Form of Stockholder Representative Agreement is either (i) attached hereto and incorporated herein by reference, or (ii) has been previously distributed to each undersigned stockholder by electronic transmission or in hard copy, and each undersigned stockholder acknowledges receipt thereof.
Each undersigned stockholder's execution of this Written Consent shall constitute such stockholder's agreement to the terms and conditions of the Stockholder Representative Agreement, including, without limitation, such stockholder's agreement to be bound by the actions of the Stockholder Representative taken in accordance therewith.
[Full text of the Form of Stockholder Representative Agreement to be attached or separately bound.]
[End of Written Consent]
Stockholder | Shares of Common Stock | Approximate Percentage
Ridgeline Equity Partners, LP | [__] | 41.2%
Brindoval Ventures Fund III, LP | [__] | 22.8%
Julian Reeves | [__] | 18.5%
Priya Narasimhan | [__] | 8.3%
Other management and employee stockholders (in aggregate) | [__] | 9.2%
Total | [________] | 100.0%
Term | Detail
Buyer | Cascade Retail Holdings Inc. (Nasdaq: CRHI)
Target | NovaMart Global Inc.
Transaction Structure | Stock purchase — 100% acquisition of outstanding Common Stock
Purchase Price | $1,200,000,000 (all cash)
Escrow Amount | $96,000,000 (8% of Purchase Price) deposited with Marlowe Asset Management Trust Company, N.A.
Net Cash to Sellers at Closing (pre-WC adjustment) | $1,104,000,000
Indemnification Cap (General) | $216,000,000 (18% of Purchase Price)
Survival Period — General Representations | 24 months following Closing
Survival Period — Fundamental Representations | Indefinite
Survival Period — Tax Representations | 60 days after expiration of applicable statute of limitations
Working Capital Target | $78,500,000
Working Capital Collar | ±$5,000,000
Forward Termination Fee | $30,000,000 (2.5% of Purchase Price)
Reverse Termination Fee | $30,000,000 (2.5% of Purchase Price)
Stockholder Representative | Ridgeline Equity Partners, LP (Franklin Osei, Managing Partner)
R&W Insurance Policy | $216,000,000 policy issued by Meridian Specialty Insurance Company
Escrow Agent / Paying Agent | Marlowe Asset Management Trust Company, N.A.
Transfer Agent | Continental Stocktransfer & Trust, Inc.
Governing Law | State of Delaware
Exclusive Jurisdiction | Delaware Court of Chancery
Targeted Closing Date | October 15, 2025
Outside Date | December 31, 2025
Key Remaining Condition | HSR Act clearance (DOJ Second Request issued May 8, 2025; pending)
Company Legal Counsel | Calloway, Brandt & Loewe LLP (Richard Calloway, lead partner)
Company Financial Advisor | Pemberton Strauss Advisory LLC (Vivian Hong, lead banker)
Credit Facility to be Retired | $150,000,000 revolving credit facility with Ashford Savings Bank, N.A.

ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS OF NOVAMART GLOBAL INC. IN LIEU OF A SPECIAL MEETING

RECITALS

RESOLUTIONS

GENERAL PROVISIONS

SIGNATURE PAGES

RIDGELINE EQUITY PARTNERS, LP

RIDGELINE EQUITY PARTNERS, LP

BRINDOVAL VENTURES FUND III, LP

BRINDOVAL VENTURES FUND III, LP

JULIAN REEVES

PRIYA NARASIMHAN

OTHER MANAGEMENT AND EMPLOYEE STOCKHOLDERS

EXHIBIT A

STOCK PURCHASE AGREEMENT

EXHIBIT B

SUMMARY OF KEY TRANSACTION TERMS

EXHIBIT C

FORM OF STOCKHOLDER REPRESENTATIVE AGREEMENT

Record

Parties

Dates

Amounts