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EXHIBIT F

WORKING CAPITAL METHODOLOGY AGREEMENT

This Exhibit F (this "Working Capital Methodology Agreement" or this "Exhibit") is attached to and forms a part of that certain Stock Purchase Agreement, dated as of May 20, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Buyer"), NovaMart Global Inc., a Delaware corporation (the "Company"), the Selling Stockholders party thereto, and Ridgeline Equity Partners, LP, a Delaware limited partnership, solely in its capacity as Stockholder Representative (the "Stockholder Representative").

Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement. This Exhibit shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction, consistent with Section 11.07 of the Agreement.

SECTION 1: PURPOSE AND GENERAL PRINCIPLES

1.1 Purpose. This Exhibit sets forth the agreed-upon methodology, definitions, principles, policies, and procedures for: (a) calculating the Estimated Net Working Capital to be delivered by the Company prior to the Closing; (b) calculating the Final Net Working Capital as of the Closing Date; and (c) determining any post-closing working capital adjustment to the Purchase Price of One Billion Two Hundred Million Dollars ($1,200,000,000). The Parties acknowledge that the methodology set forth herein is intended to provide a clear, comprehensive, and definitive framework for the preparation, review, and final determination of Net Working Capital, and to minimize the potential for disputes arising therefrom.

1.2 Measurement Time. Net Working Capital shall be calculated as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date (the "Measurement Time"). All assets and liabilities of the Company and its Subsidiaries shall be measured and valued as of the Measurement Time in accordance with the principles set forth in this Exhibit.

1.3 Consistent Basis. All calculations of Net Working Capital (whether estimated or final) shall be prepared in accordance with United States generally accepted accounting principles ("GAAP") applied using the same accounting methods, practices, principles, policies, and procedures (including with respect to the exercise of management discretion, judgments, elections, and estimation methodologies) as were used in the preparation of the Company's audited consolidated financial statements for the fiscal year ended December 31, 2024 (the "Reference Financial Statements"), which were audited by Pemberton Strauss Advisory LLC and received an unqualified opinion (collectively, the "Consistent Basis"). The Consistent Basis is intended to ensure comparability between the Net Working Capital calculation and the historical financial statements of the Company, and to prevent any Party from manipulating the calculation through changes in accounting methodology, estimates, or assumptions.

1.4 Hierarchy of Principles. To the extent there is a conflict between GAAP as in effect at the Measurement Time and the Consistent Basis, the Consistent Basis shall control; provided, however, that if GAAP requires a change in accounting standards, policies, or practices that was implemented by the Company in its books and records prior to the date of the Agreement (May 20, 2025), such change shall be reflected in the Net Working Capital calculation and shall be deemed part of the Consistent Basis. For the avoidance of doubt, no new GAAP pronouncement or interpretation issued or effective after the date of the Agreement shall be incorporated into the Net Working Capital calculation unless such pronouncement or interpretation was adopted by the Company in its ordinary course accounting records prior to the date of the Agreement.

1.5 Excluded Effects. Net Working Capital shall be calculated without giving effect to:

(i) the consummation of the transactions contemplated by the Agreement, including any change in ownership, governance, or control of the Company or any of its Subsidiaries;

(ii) any financing or refinancing undertaken in connection with the Closing, including, without limitation, the repayment and termination of the Company's existing revolving credit facility with Ashford Savings Bank, N.A. (the "Existing Credit Facility"), any new credit facilities entered into by Buyer or the Company in connection with the Closing, and any fees, costs, or expenses associated therewith; and

(iii) any purchase accounting adjustments or other adjustments arising from the application of Accounting Standards Codification Topic 805, Business Combinations ("ASC 805"), including any adjustments to the fair value of assets acquired or liabilities assumed, any goodwill or intangible asset recognition, and any step-up or step-down in the basis of assets or liabilities.

1.6 Consolidation. Net Working Capital shall be calculated on a consolidated basis, reflecting the combined assets and liabilities of the Company and all of its direct and indirect Subsidiaries, with all intercompany balances eliminated in accordance with Section 5.7 of this Exhibit.

SECTION 2: DEFINITION OF NET WORKING CAPITAL

2.1 Net Working Capital Formula. "Net Working Capital" means, as of the Measurement Time, an amount equal to (a) Current Assets (as defined in Section 3 of this Exhibit) minus (b) Current Liabilities (as defined in Section 4 of this Exhibit), in each case determined in accordance with this Exhibit and on a Consistent Basis. For the avoidance of doubt, Net Working Capital may be a positive number, a negative number, or zero.

2.2 Target Net Working Capital. The "Target Net Working Capital" is Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000). The Target Net Working Capital has been determined by the Parties based on a review of the Company's historical Net Working Capital levels (including seasonal adjustments), the Company's projected Net Working Capital as of the anticipated Closing Date, and other factors mutually agreed upon by the Parties during the negotiation of the Agreement. The Target Net Working Capital is a fixed amount and shall not be subject to adjustment for any reason.

2.3 Working Capital Collar.

(a) The "Working Capital Collar" is Five Million Dollars ($5,000,000), applied on both a positive and negative basis. No adjustment to the Purchase Price shall be made unless and until the absolute value of the difference between Final Net Working Capital and the Target Net Working Capital exceeds the Working Capital Collar.

(b) If Final Net Working Capital is equal to or greater than Seventy-Three Million Five Hundred Thousand Dollars ($73,500,000) and equal to or less than Eighty-Three Million Five Hundred Thousand Dollars ($83,500,000) (inclusive of both such amounts), then no adjustment to the Purchase Price shall be required, and the Purchase Price shall remain as set forth in the Agreement (as adjusted for any other adjustments contemplated thereby).

(c) If Final Net Working Capital is less than Seventy-Three Million Five Hundred Thousand Dollars ($73,500,000), then the Selling Stockholders shall pay to Buyer an amount equal to the full shortfall, calculated as the Target Net Working Capital ($78,500,000) minus Final Net Working Capital. For the avoidance of doubt, in such case, the entire difference between the Target Net Working Capital and the Final Net Working Capital shall be payable, and not merely the incremental amount by which the difference exceeds the Working Capital Collar.

(d) If Final Net Working Capital is greater than Eighty-Three Million Five Hundred Thousand Dollars ($83,500,000), then Buyer shall pay to the Selling Stockholders (through the Stockholder Representative) an amount equal to the full surplus, calculated as Final Net Working Capital minus the Target Net Working Capital ($78,500,000). For the avoidance of doubt, in such case, the entire difference between the Final Net Working Capital and the Target Net Working Capital shall be payable, and not merely the incremental amount by which the difference exceeds the Working Capital Collar.

(e) Threshold, Not Deductible. The Parties acknowledge and agree that the Working Capital Collar operates as a threshold (sometimes referred to as a "tipping basket") and not as a deductible. Once the absolute value of the difference between Final Net Working Capital and the Target Net Working Capital exceeds Five Million Dollars ($5,000,000), the adjustment payable shall be the full dollar-for-dollar difference between Final Net Working Capital and the Target Net Working Capital—not merely the incremental amount in excess of the Five Million Dollar ($5,000,000) collar.

SECTION 3: DEFINITION OF CURRENT ASSETS

3.1 Included Current Assets. "Current Assets" means, as of the Measurement Time, the sum of the following categories of assets of the Company and its Subsidiaries (on a consolidated basis), determined in accordance with this Exhibit and on a Consistent Basis:

(a) Cash and Cash Equivalents. Cash on hand, deposits in banks, and cash equivalents (including money market funds, certificates of deposit with original maturities of ninety (90) days or less, and other highly liquid investments readily convertible to known amounts of cash), excluding Restricted Cash (as defined in Section 3.2(a) below).

(b) Accounts Receivable (Trade), Net. Trade accounts receivable arising from the ordinary course operations of the Company, net of the allowance for doubtful accounts. The allowance for doubtful accounts shall be calculated consistently with the Company's historical reserve methodology, including application of the Company's aging-based loss rate percentages as described in Section 5.2 of this Exhibit.

(c) Marketplace Seller Receivables, Net. Amounts due from active sellers participating in the Company's marketplace platform for take-rate commissions, advertising fees, logistics fees, and other charges arising under the Company's standard seller agreements, net of applicable reserves for seller chargebacks, disputes, and uncollectible amounts. As of the date of the Agreement, the Company's marketplace platform has approximately 62,400 active sellers.

(d) Inventory. To the extent the Company holds any first-party inventory for resale (as distinguished from marketplace-facilitated inventory owned by third-party sellers), such inventory shall be valued at the lower of cost or net realizable value, with cost determined using the Company's historical weighted-average cost methodology, and subject to reserves for slow-moving, obsolete, or excess inventory as described in Section 5.4 of this Exhibit.

(e) Prepaid Expenses and Other Current Assets. Prepaid expenses and other current assets, limited to those categories historically included in the Company's consolidated balance sheet as current assets, as set forth in Schedule A attached hereto. For the avoidance of doubt, only the portion of any prepaid expense attributable to the twelve (12) month period following the Measurement Time shall be included as a Current Asset; any portion attributable to periods thereafter shall be excluded.

(f) Income Tax Receivables. Income tax refunds due and credits applied, to the extent such amounts are current in nature (i.e., expected to be received or realized within twelve (12) months of the Measurement Time) and properly recorded in accordance with GAAP and the Consistent Basis.

(g) Other Receivables (Non-Trade). Other receivables that are current in nature and arise in the ordinary course of business, including employee advances, vendor rebates receivable, insurance claim receivables, and similar items historically recorded as current assets on the Company's consolidated balance sheet.

3.2 Excluded Current Assets. The following items shall be expressly excluded from Current Assets for purposes of calculating Net Working Capital:

(a) Restricted Cash. Cash or cash equivalents constituting "Restricted Cash," which is defined for purposes of this Exhibit as cash held in escrow accounts, cash securing letters of credit (including any standby letters of credit issued in connection with the Company's lease obligations or vendor arrangements), security deposits to the extent classified as non-current, and any other cash or cash equivalents that are subject to contractual, regulatory, or legal restrictions on their use by the Company in the ordinary course of business.

(b) Deferred Tax Assets. Deferred tax assets, whether classified as current or non-current, including any deferred tax assets arising from net operating loss carryforwards, tax credit carryforwards, or temporary differences between the tax basis and book basis of assets and liabilities.

(c) Intercompany Receivables. Intercompany receivables between the Company and any of its Subsidiaries, all of which shall be eliminated in consolidation in accordance with Section 5.7 of this Exhibit.

(d) Related Party Receivables. Any receivable from any Selling Stockholder, any officer or director of the Company or any of its Subsidiaries, or any Affiliate of any Selling Stockholder, regardless of whether such receivable arose in the ordinary course of business.

(e) Equity Compensation Plan Assets. Assets related to the Company's stock option plan, restricted stock unit plan, or any other equity compensation arrangements, including any trust assets or deferred compensation plan assets associated therewith.

(f) Non-Current Prepaid Expenses. The portion of any prepaid expense attributable to periods after the twelve (12) month period following the Measurement Time (i.e., the non-current portion of any prepaid expense that would otherwise be classified as a long-term asset).

(g) Transaction-Related Adjustments. Fair value adjustments, purchase price allocation adjustments, or any other adjustments arising from the transactions contemplated by the Agreement, including any adjustments required under ASC 805 or related accounting guidance.

SECTION 4: DEFINITION OF CURRENT LIABILITIES

4.1 Included Current Liabilities. "Current Liabilities" means, as of the Measurement Time, the sum of the following categories of liabilities of the Company and its Subsidiaries (on a consolidated basis), determined in accordance with this Exhibit and on a Consistent Basis:

(a) Accounts Payable (Trade). Trade accounts payable arising from the ordinary course operations of the Company, including amounts owed to vendors, suppliers, and service providers for goods and services received by the Company on or prior to the Measurement Time.

(b) Accrued Expenses and Other Current Liabilities. Accrued expenses and other current liabilities, including accrued compensation (wages, salaries, and bonuses), accrued employee benefits, accrued vacation and paid time off ("PTO"), accrued professional and consulting fees, and other accrued liabilities, in each case consistent with those categories historically included in the Company's consolidated balance sheet as current liabilities, as set forth in Schedule B attached hereto.

(c) Marketplace Seller Payables. Amounts owed to sellers participating in the Company's marketplace platform for settled transactions pending disbursement, including net proceeds from sales, promotional credits, and other amounts due to the approximately 62,400 active sellers as of the Measurement Time. Marketplace seller payables shall be measured based on the Company's standard disbursement cycle and settlement procedures.

(d) Deferred Revenue. Deferred revenue to the extent representing obligations of the Company to deliver goods or services within twelve (12) months following the Measurement Time, including prepaid advertising revenue received from sellers and brand partners and prepaid logistics services revenue received from sellers utilizing the Company's fulfillment network.

(e) Customer Refund and Returns Reserves. Reserves for estimated customer refunds, returns, and allowances, calculated in accordance with ASC 606 and the Company's historical methodology for estimating product returns and refund obligations.

(f) Sales and Use Tax Payable. Sales and use tax payable accrued through the Measurement Time across all states in which the Company has established nexus, including, without limitation, California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington, as well as any other state in which the Company has nexus as of the Measurement Time.

(g) Current Portion of Operating Lease Liabilities. The current portion of operating lease liabilities, to the extent such amounts are classified as current liabilities under ASC 842, Leases, and were historically included in the Company's working capital on its consolidated balance sheet. This includes the current portion of lease liabilities attributable to the Company's headquarters lease and its fulfillment center leases as described in Section 5.6 of this Exhibit.

(h) Income Taxes Payable. Income taxes payable (current portion), to the extent such amounts are not otherwise treated as a pre-closing tax liability under Article VII of the Agreement or otherwise subject to a separate adjustment mechanism thereunder.

(i) Gift Card and Store Credit Liabilities. Liabilities for outstanding gift cards and store credits issued by the Company, net of estimated breakage. Breakage shall be estimated using the Company's historical methodology, which is based on historical redemption patterns and applied consistently with the Reference Financial Statements.

(j) Other Current Liabilities. Other current liabilities as historically classified on the Company's consolidated balance sheet in the ordinary course of business and consistent with the Consistent Basis.

4.2 Excluded Current Liabilities. The following items shall be expressly excluded from Current Liabilities for purposes of calculating Net Working Capital:

(a) Indebtedness. Any Indebtedness of the Company as defined in Section 1.01 of the Agreement, including, without limitation, the outstanding balance under the Company's One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility with Ashford Savings Bank, N.A. (the Existing Credit Facility), which is to be repaid in full and terminated at or prior to the Closing in accordance with Section 2.05 of the Agreement, and any accrued interest, prepayment penalties, breakage costs, or other fees associated with such repayment and termination.

(b) Transaction Expenses. Transaction Expenses as defined in Section 1.01 of the Agreement, including, without limitation, fees and expenses of Calloway, Brandt & Loewe LLP (legal counsel to the Company), Pemberton Strauss Advisory LLC (financial advisor to the Company), and any other legal, financial, accounting, or advisory fees payable by the Company or the Selling Stockholders in connection with the transactions contemplated by the Agreement.

(c) Deferred Tax Liabilities. Deferred tax liabilities, whether classified as current or non-current, including any deferred tax liabilities arising from temporary differences between the tax basis and book basis of assets and liabilities.

(d) Change of Control and Transaction-Triggered Payments. Any liability for Change of Control Payments (as defined in the Agreement), severance payments, retention bonuses (including amounts payable under the Company's Eighteen Million Dollar ($18,000,000) retention pool established pursuant to the retention agreements described in Section 6.14 of the Agreement), stay bonuses, transaction bonuses, or other payments arising solely from or triggered by the consummation of the transactions contemplated by the Agreement.

(e) Long-Term Debt and Non-Current Liabilities. Long-term debt (other than the current portion of operating lease liabilities included pursuant to Section 4.1(g)) and non-current liabilities of any kind, including non-current portions of deferred rent, non-current portions of operating lease liabilities, pension and post-retirement obligations, and similar long-term items.

(f) Intercompany Payables. Intercompany payables between the Company and any of its Subsidiaries, all of which shall be eliminated in consolidation in accordance with Section 5.7 of this Exhibit.

(g) Related Party Payables. Any payable to any Selling Stockholder, any officer or director of the Company or any of its Subsidiaries, or any Affiliate of any Selling Stockholder, to the extent such payable arose outside the ordinary course of business. For the avoidance of doubt, amounts owed to officers and directors for ordinary course compensation, reimbursable expenses, and similar items incurred in the ordinary course of business shall be included in Current Liabilities to the extent they fall within the categories described in Section 4.1.

(h) Litigation and Regulatory Reserves. Accruals for litigation or regulatory reserves, to the extent such accruals constitute Retained Liabilities (as defined in the Agreement) or are subject to separate indemnification obligations under Article IX of the Agreement. For the avoidance of doubt, ordinary course accruals for routine regulatory compliance matters that are not Retained Liabilities and are not subject to separate indemnification shall remain included in Current Liabilities.

SECTION 5: SPECIFIC ACCOUNTING POLICIES AND CONVENTIONS

The following specific accounting policies and conventions shall apply to the calculation of Net Working Capital. In each case, the policies described below reflect the Company's historical practices and are intended to ensure consistency with the Consistent Basis.

5.1 Revenue Recognition. Revenue shall be recognized in accordance with ASC 606, Revenue from Contracts with Customers, as historically applied by the Company. The Company's revenue comprises three principal streams: (i) marketplace take-rate revenue (commissions earned from marketplace sellers on gross merchandise volume facilitated through the Company's platform); (ii) advertising revenue (fees earned from sellers and brand partners for advertising services rendered through the Company's marketplace platform); and (iii) logistics services revenue (fees earned from sellers for fulfillment, warehousing, shipping, and related logistics services provided through the Company's fulfillment network). For the fiscal year ended December 31, 2024, the Company's consolidated revenue from these three streams totaled approximately Eight Hundred Ninety-One Million Dollars ($891,000,000). Deferred revenue for prepaid advertising and logistics services shall be measured consistently with the Company's methodology as applied in the Reference Financial Statements, with revenue recognized as the related performance obligations are satisfied.

5.2 Accounts Receivable and Reserves. The allowance for doubtful accounts shall be determined using the Company's historical aging methodology, which assigns loss rate percentages to accounts receivable balances based on aging categories (e.g., current, 1–30 days past due, 31–60 days past due, 61–90 days past due, and over 90 days past due). The applicable loss rates shall be those used in the preparation of the Reference Financial Statements, unless the Company's actual loss experience in the period between December 31, 2024 and the Measurement Time demonstrates a material change in collectibility that would require adjustment under GAAP applied on a Consistent Basis. No acceleration or change in the reserve methodology shall be applied solely as a result of, or in anticipation of, the consummation of the transactions contemplated by the Agreement.

5.3 Accrued Expenses.

(a) Accrued Compensation. Accrued compensation shall include earned but unpaid wages, salaries, commissions, and bonuses for the Company's approximately 2,400 employees through the Measurement Time. Accrued bonuses shall be calculated on a pro rata basis for the applicable bonus period in which the Measurement Time falls, based on the Company's historical bonus accrual methodology (which accrues bonus expense ratably over the applicable performance period based on estimated achievement of performance targets as of the Measurement Time). Commissions shall be accrued based on the Company's commission plans in effect as of the date of the Agreement.

(b) Accrued Vacation/PTO. Accrued vacation and PTO shall be measured based on the Company's PTO policy as in effect on the date of the Agreement, applied consistently with the Company's historical practice for accruing PTO liabilities. PTO balances shall reflect the earned but unused PTO hours for each employee as of the Measurement Time, valued at each employee's then-current hourly rate (or salary equivalent), inclusive of applicable employer-side payroll taxes.

5.4 Inventory Valuation. To the extent the Company holds first-party inventory for resale, such inventory shall be valued at the lower of cost or net realizable value, with cost determined using the weighted-average cost method, consistent with the Company's historical methodology as applied in the Reference Financial Statements. Reserves for slow-moving, obsolete, or excess inventory shall be calculated using the Company's historical methodology, which evaluates inventory turnover rates, aging, and estimated net realizable value based on historical sales data and current market conditions. No change in inventory valuation methodology shall be implemented in connection with or in anticipation of the transactions contemplated by the Agreement.

5.5 Sales and Use Tax. Sales and use tax payable shall be accrued through the Measurement Time across all states in which the Company has established economic or physical nexus, including, without limitation, California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington. Accruals shall be based on the Company's historical methodology for estimating sales and use tax liabilities, taking into account applicable tax rates, exemptions, and any pending or filed returns. Any sales and use tax liabilities that relate to periods prior to the Measurement Time but that have not yet been remitted to the applicable taxing authority shall be included in Current Liabilities.

5.6 Operating Lease Liabilities. The current portion of operating lease liabilities, including those associated with (i) the Company's headquarters lease at 1100 Congress Avenue, Austin, Texas, and (ii) the Company's fourteen (14) fulfillment centers located throughout the United States, shall be included in Current Liabilities only to the extent such amounts were historically classified as current liabilities on the Company's consolidated balance sheet under ASC 842, Leases, and in accordance with the Consistent Basis. The non-current portion of operating lease liabilities shall be excluded from the Net Working Capital calculation. Right-of-use assets associated with operating leases shall similarly be excluded from Current Assets, consistent with the Company's historical balance sheet classification.

5.7 Intercompany Eliminations. All intercompany balances (whether receivables, payables, loans, or other amounts) between the Company and any of its direct or indirect Subsidiaries shall be eliminated for purposes of the Net Working Capital calculation, consistent with standard consolidation practices under GAAP. Neither intercompany receivables nor intercompany payables shall be included in Current Assets or Current Liabilities, respectively.

5.8 Cut-Off Procedures. Standard accounting cut-off procedures shall be applied to ensure that items of revenue, expense, receivables, payables, and accruals are recorded in the proper period as of the Measurement Time. The Parties agree that the Company shall conduct a full cut-off analysis as of the Measurement Time, including, without limitation: (i) a review of accounts payable to ensure that all goods and services received on or prior to the Measurement Time are recorded as liabilities; (ii) a review of accounts receivable to ensure that revenue is recognized only for goods delivered or services performed on or prior to the Measurement Time; and (iii) a review of deferred revenue to ensure that prepaid amounts are properly deferred to the extent the related performance obligations remain unsatisfied as of the Measurement Time. The Company shall maintain appropriate documentation of the cut-off analysis for review by Buyer and the Stockholder Representative.

5.9 Foreign Currency. All amounts denominated in foreign currencies, if any, shall be translated to United States dollars using the spot exchange rate in effect as of the Measurement Time (as reported by Crowne Albany Systems or, if unavailable, The Wall Street Journal), consistent with the Company's historical translation methodology under ASC 830, Foreign Currency Matters. As of the date of the Agreement, the Company's operations are primarily denominated in United States dollars, and foreign currency-denominated balances are not material to the Net Working Capital calculation.

SECTION 6: ESTIMATION AND FINAL DETERMINATION PROCEDURES

6.1 Estimated Closing Statement.

(a) Not fewer than three (3) Business Days prior to the anticipated Closing Date (which the Parties currently anticipate will be on or about October 15, 2025), the Company shall prepare and deliver to Buyer a good faith estimate of the Net Working Capital as of the anticipated Closing Date (the "Estimated Net Working Capital"), together with reasonable supporting detail, including line-item calculations for each category of Current Assets and Current Liabilities set forth in Sections 3 and 4 of this Exhibit (collectively, the "Estimated Closing Statement").

(b) The Estimated Closing Statement shall be prepared in accordance with this Exhibit and on a Consistent Basis. The Company shall use commercially reasonable efforts to ensure that the Estimated Closing Statement is materially accurate and complete.

(c) Buyer (and its advisors, including Whitmore & Paige LLP and any accounting advisors retained by Buyer) shall have the right to review and comment on the Estimated Closing Statement prior to the Closing. The Company shall give good faith consideration to any comments provided by Buyer; provided, however, that the Company shall have final determination authority over the Estimated Closing Statement, and Buyer's comments shall not be binding on the Company.

(d) The Estimated Net Working Capital shall be used to calculate the Estimated Purchase Price Adjustment at Closing, as follows:

(i) If the Estimated Net Working Capital exceeds the Target Net Working Capital by more than the Working Capital Collar (i.e., Estimated Net Working Capital is greater than $83,500,000), then the net cash amount payable by Buyer at Closing shall be increased by an amount equal to the Estimated Net Working Capital minus the Target Net Working Capital ($78,500,000) (such increase, the "Upward Estimated Adjustment").

(ii) If the Estimated Net Working Capital is less than the Target Net Working Capital by more than the Working Capital Collar (i.e., Estimated Net Working Capital is less than $73,500,000), then the net cash amount payable by Buyer at Closing shall be decreased by an amount equal to the Target Net Working Capital ($78,500,000) minus the Estimated Net Working Capital (such decrease, the "Downward Estimated Adjustment").

(iii) If the Estimated Net Working Capital is within the Working Capital Collar (i.e., Estimated Net Working Capital is equal to or greater than $73,500,000 and equal to or less than $83,500,000), then no Estimated Purchase Price Adjustment shall be made at Closing.

6.2 Final Closing Statement.

(a) Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to the Stockholder Representative a statement setting forth Buyer's calculation of the Final Net Working Capital as of the Measurement Time (the "Final Closing Statement"), together with reasonable supporting documentation, including line-item calculations for each category of Current Assets and Current Liabilities set forth in Sections 3 and 4 of this Exhibit, supporting schedules, and a reconciliation of the Final Net Working Capital to the Estimated Net Working Capital.

(b) The Final Closing Statement shall be prepared in accordance with this Exhibit and on a Consistent Basis. Buyer shall use commercially reasonable efforts to ensure that the Final Closing Statement is materially accurate and complete.

(c) From and after the Closing Date, Buyer shall (and shall cause the Company to) maintain the books, records, and work papers of the Company in a manner sufficient to permit the preparation and review of the Final Closing Statement, and shall not destroy, discard, or alter any such books, records, or work papers until the Final Net Working Capital has been finally determined in accordance with this Section 6.

6.3 Review Period and Dispute Resolution.

(a) Review Period. The Stockholder Representative (Ridgeline Equity Partners, LP, acting through its designated representative Franklin Osei) shall have forty-five (45) days following receipt of the Final Closing Statement (the "Review Period") to review the Final Closing Statement and the supporting documentation provided therewith.

(b) Access During Review Period. During the Review Period (and any subsequent Negotiation Period or dispute resolution period under Section 6.4), Buyer shall (and shall cause the Company to) provide the Stockholder Representative and its authorized representatives (including accountants, financial advisors, and legal counsel) with reasonable access during normal business hours to the books, records, work papers, facilities, and employees of the Company as reasonably necessary for the Stockholder Representative to perform its review of the Final Closing Statement. Such access shall include the right to review accounting work papers, supporting schedules, trial balances, general ledger detail, sub-ledger detail, bank statements, and such other records as are reasonably related to the Final Closing Statement. Buyer shall direct the Company's employees to cooperate with the Stockholder Representative's reasonable requests in connection with such review.

(c) Deemed Acceptance. If the Stockholder Representative does not deliver a written notice of disagreement (a "Dispute Notice") to Buyer within the Review Period, the Final Closing Statement as delivered by Buyer shall be deemed final, binding, and conclusive on all Parties for all purposes, and the Final Net Working Capital set forth therein shall constitute the "Final Net Working Capital" for purposes of calculating the final adjustment under Section 6.5.

(d) Dispute Notice. If the Stockholder Representative delivers a timely Dispute Notice to Buyer within the Review Period, such Dispute Notice shall set forth in reasonable detail: (i) each specific line item or component of the Final Closing Statement that the Stockholder Representative disputes; (ii) the nature and basis of each such dispute, including the Stockholder Representative's reasons for disagreeing with Buyer's calculation; and (iii) the Stockholder Representative's proposed amount for each disputed line item or component. Any line items or components of the Final Closing Statement not specifically identified as disputed in the Dispute Notice shall be deemed final, binding, and conclusive on all Parties.

(e) Negotiation Period. Upon delivery of a timely Dispute Notice, the Parties shall negotiate in good faith for a period of thirty (30) days following delivery of the Dispute Notice (the "Negotiation Period") to attempt to resolve all disputed items. During the Negotiation Period, the Parties shall exchange such information and analyses as are reasonably necessary to facilitate the resolution of the disputed items. If the Parties resolve all disputed items during the Negotiation Period, they shall memorialize such resolution in a written agreement signed by Buyer and the Stockholder Representative, and the Final Net Working Capital shall be calculated based on the agreed resolution of each disputed item, together with the undisputed items.

6.4 Independent Accounting Expert.

(a) Engagement. If the Parties are unable to resolve all disputed items within the Negotiation Period, the remaining disputed items (and only the remaining disputed items) shall be submitted for resolution to an independent nationally recognized accounting firm mutually agreed upon by Buyer and the Stockholder Representative (the "Independent Accounting Expert"). If Buyer and the Stockholder Representative are unable to agree upon an Independent Accounting Expert within ten (10) days following the expiration of the Negotiation Period, then either Party may apply to the American Arbitration Association ("AAA") for the selection of an Independent Accounting Expert, and the AAA's selection shall be binding on the Parties. The Independent Accounting Expert shall not be, and shall not have been within the preceding two (2) years, the auditor or advisor of any Party or any Affiliate of any Party.

(b) Role as Expert. The Independent Accounting Expert shall act as an expert and not as an arbitrator. The Independent Accounting Expert's engagement shall be limited to resolving the specific disputed items submitted by the Parties, and the Independent Accounting Expert shall not make any determination with respect to any item that is not in dispute.

(c) Baseball-Style Boundaries. The Independent Accounting Expert's determination with respect to each disputed item shall not be less than the lower of the amounts proposed by the respective Parties for such item and shall not be greater than the higher of the amounts proposed by the respective Parties for such item. In making its determination, the Independent Accounting Expert shall apply the methodology, definitions, principles, policies, and procedures set forth in this Exhibit and the Consistent Basis.

(d) Procedures. Each of Buyer and the Stockholder Representative shall submit to the Independent Accounting Expert, simultaneously and within fifteen (15) days following the engagement of the Independent Accounting Expert (or such other period as the Independent Accounting Expert may reasonably establish), a written submission setting forth such Party's position with respect to each remaining disputed item, together with supporting documentation, calculations, and analyses. Each Party shall have the right to submit a single written rebuttal within ten (10) days following receipt of the other Party's initial submission. The Independent Accounting Expert may, in its discretion, request additional information or clarification from either Party, and each Party shall cooperate with such requests. The Independent Accounting Expert shall not conduct any ex parte communications with either Party concerning the substance of the dispute.

(e) Determination. The Independent Accounting Expert shall render its written determination within forty-five (45) days after the submission of the Parties' initial written submissions (or such other period as the Parties and the Independent Accounting Expert may mutually agree). Such determination shall be final, binding, and conclusive on all Parties for all purposes, absent manifest error. Judgment upon the Independent Accounting Expert's determination may be entered in any court of competent jurisdiction.

(f) Fees and Expenses. The fees and expenses of the Independent Accounting Expert shall be borne by Buyer, on the one hand, and the Selling Stockholders (through the Stockholder Representative), on the other hand, in inverse proportion to the extent to which each Party's position is upheld by the Independent Accounting Expert. By way of illustration, if the aggregate amount in dispute is $2,000,000 and the Independent Accounting Expert's determination results in an aggregate adjustment of $1,200,000 in favor of the Stockholder Representative's position (i.e., 60% of the disputed amount), then Buyer shall bear 60% of the Independent Accounting Expert's fees and expenses and the Selling Stockholders shall bear 40% of such fees and expenses. Each Party shall bear its own legal, accounting, and advisory fees and expenses incurred in connection with the dispute resolution process.

6.5 Final Adjustment Payment.

(a) Within five (5) Business Days after the Final Net Working Capital becomes final and binding pursuant to this Section 6 (whether by deemed acceptance under Section 6.3(c), mutual agreement under Section 6.3(e), or determination by the Independent Accounting Expert under Section 6.4(e)):

(i) Upward Adjustment. If the Final Net Working Capital exceeds the Target Net Working Capital by more than the Working Capital Collar (i.e., Final Net Working Capital is greater than $83,500,000), Buyer shall pay to the Stockholder Representative (for distribution to the Selling Stockholders on a pro rata basis in accordance with their respective Pro Rata Shares) an amount (the "Final Upward Adjustment") equal to (A) the Final Net Working Capital minus the Target Net Working Capital ($78,500,000), minus (B) any Upward Estimated Adjustment paid at Closing (or plus any Downward Estimated Adjustment deducted at Closing), by wire transfer of immediately available funds to the account designated by the Stockholder Representative.

(ii) Downward Adjustment. If the Final Net Working Capital is less than the Target Net Working Capital by more than the Working Capital Collar (i.e., Final Net Working Capital is less than $73,500,000), the Stockholder Representative shall pay to Buyer (from the escrow fund held by Marlowe Asset Management Trust Company, N.A. pursuant to the Escrow Agreement, or, if the escrow fund is insufficient to satisfy such obligation in full, directly from the Selling Stockholders on a pro rata basis in accordance with their respective Pro Rata Shares) an amount (the "Final Downward Adjustment") equal to (A) the Target Net Working Capital ($78,500,000) minus the Final Net Working Capital, minus (B) any Downward Estimated Adjustment deducted at Closing (or plus any Upward Estimated Adjustment paid at Closing), by wire transfer of immediately available funds to the account designated by Buyer.

(iii) Within Collar — Reversal of Estimated Adjustment. If the Final Net Working Capital is within the Working Capital Collar range (i.e., Final Net Working Capital is equal to or greater than $73,500,000 and equal to or less than $83,500,000, inclusive), then no final working capital adjustment shall be required; provided, however, that if any Estimated Purchase Price Adjustment (whether upward or downward) was made at Closing, such Estimated Purchase Price Adjustment shall be reversed and repaid in full by the applicable Party (i.e., if an Upward Estimated Adjustment was made at Closing, the Stockholder Representative shall repay such amount to Buyer; and if a Downward Estimated Adjustment was made at Closing, Buyer shall repay such amount to the Stockholder Representative for distribution to the Selling Stockholders), by wire transfer of immediately available funds within such five (5) Business Day period.

(b) Interest. All adjustment payments made pursuant to this Section 6.5 shall bear simple interest at the prime rate as published by Cornerstone National Bank, N.A. (or its successor) as of the Closing Date, calculated on the basis of a 365-day year, from and including the Closing Date through but excluding the date on which payment is actually made. Interest shall be payable together with the principal adjustment amount.

(c) Tax Treatment. Any payments made pursuant to this Section 6.5 shall be treated by the Parties as an adjustment to the Purchase Price for all applicable tax purposes to the maximum extent permitted by applicable Law.

SECTION 7: COOPERATION AND ACCESS

7.1 Post-Closing Access. From the Closing Date through the final resolution of the Net Working Capital in accordance with Section 6 of this Exhibit (including any dispute resolution proceedings under Section 6.4), Buyer shall (and shall cause the Company and its Subsidiaries to) provide the Stockholder Representative and its authorized representatives (including accountants, financial advisors, and legal counsel) with reasonable access during normal business hours to the books, records, work papers, facilities, and employees of the Company and its Subsidiaries as reasonably necessary for the Stockholder Representative to perform its review obligations under Section 6.3 and any dispute resolution proceedings under Section 6.4. Such access shall be provided upon reasonable prior written notice (which may be delivered by email) and shall not unreasonably interfere with the business operations of the Company.

7.2 Preservation of Records. Buyer shall (and shall cause the Company to) preserve and maintain all books, records, work papers, and supporting documentation relevant to the calculation of Net Working Capital for a period of not less than three (3) years following the Closing Date (or such longer period as may be required by applicable Law or the terms of the Agreement).

7.3 Confidentiality. The Stockholder Representative and its authorized representatives shall maintain the confidentiality of all information accessed in connection with the review of the Final Closing Statement and the dispute resolution process, subject to and in accordance with the confidentiality provisions set forth in Section 11.12 of the Agreement. For the avoidance of doubt, the Stockholder Representative may share such information with the Selling Stockholders to the extent reasonably necessary for the exercise of their rights under this Exhibit, subject to the same confidentiality obligations.

7.4 Cooperation. Each Party shall cooperate in good faith with the other Parties in connection with the preparation, review, and finalization of the Net Working Capital calculations, including by providing timely responses to reasonable requests for information and making employees and advisors available for discussions and inquiries related thereto.

SECTION 8: SAMPLE CALCULATION

8.1 Illustrative Net Working Capital Calculation. The following sample calculation is provided for illustrative purposes only, to demonstrate the application of the methodology set forth in this Exhibit. The sample calculation is based on selected balance sheet data of the Company as of a reference date and has been prepared in accordance with the principles, definitions, and conventions set forth in this Exhibit. The sample calculation is for illustrative purposes only and shall not be binding on either Party. The actual amounts at Closing will be determined in accordance with the procedures set forth in Section 6.

Sample Current Assets (Illustrative — as of Reference Date).

Sample Current Liabilities (Illustrative — as of Reference Date).

Sample Net Working Capital.

Note: The illustrative figure of $49,500,000 is presented solely for purposes of demonstrating the methodology set forth in this Exhibit. The actual amounts at Closing are expected to approximate the Target Net Working Capital of $78,500,000 based on the Company's projections and seasonal patterns applicable to the anticipated Closing Date. The figures above are simplified for illustrative purposes and may include additional line items and sub-categories in the actual calculation as required to reflect the Company's complete balance sheet at the Measurement Time. The reference date used for this illustrative calculation reflects a period of lower seasonal activity and does not represent a projection of the Company's financial position as of the Closing Date.

8.2 Illustrative Adjustment Calculations. The following scenarios illustrate the application of the Working Capital Collar and the adjustment mechanism described in Section 2.3 and Section 6.5:

Scenario 1 — No Adjustment (Within Collar):

If Final Net Working Capital = $80,000,000, then the difference from the Target Net Working Capital is +$1,500,000 ($80,000,000 − $78,500,000 = $1,500,000). Because $1,500,000 is less than the Working Capital Collar of $5,000,000, no adjustment to the Purchase Price is required. Any Estimated Purchase Price Adjustment made at Closing would be reversed and repaid by the applicable Party.

Scenario 2 — Upward Adjustment (Exceeds Collar — Buyer Pays Sellers):

If Final Net Working Capital = $86,000,000, then the difference from the Target Net Working Capital is +$7,500,000 ($86,000,000 − $78,500,000 = $7,500,000). Because $7,500,000 exceeds the Working Capital Collar of $5,000,000, an upward adjustment is required. Buyer shall pay to the Stockholder Representative (for distribution to the Selling Stockholders) the full surplus amount of $7,500,000 (subject to netting for any Estimated Purchase Price Adjustment made at Closing), plus interest accrued from the Closing Date at the applicable prime rate.

Scenario 3 — Downward Adjustment (Exceeds Collar — Sellers Pay Buyer):

If Final Net Working Capital = $70,000,000, then the difference from the Target Net Working Capital is −$8,500,000 ($70,000,000 − $78,500,000 = −$8,500,000). Because the absolute value of −$8,500,000 exceeds the Working Capital Collar of $5,000,000, a downward adjustment is required. The Stockholder Representative shall pay to Buyer (from the escrow fund held by Marlowe Asset Management Trust Company, N.A., or directly from the Selling Stockholders if the escrow fund is insufficient) the full shortfall amount of $8,500,000 (subject to netting for any Estimated Purchase Price Adjustment made at Closing), plus interest accrued from the Closing Date at the applicable prime rate.

SCHEDULE A

INCLUDED PREPAID EXPENSES AND OTHER CURRENT ASSETS CATEGORIES

The following categories of prepaid expenses and other current assets shall be included in Current Assets for purposes of the Net Working Capital calculation, to the extent such amounts are properly recorded on the Company's consolidated balance sheet as of the Measurement Time and are current in nature (i.e., attributable to the twelve (12) month period following the Measurement Time):

1. Prepaid Rent (Current Portion). Prepaid rent attributable to the current portion of the Company's lease obligations, including prepayments for the Company's headquarters lease at 1100 Congress Avenue, Austin, Texas, and prepayments for the Company's fourteen (14) fulfillment center leases.

2. Prepaid Insurance Premiums (Current Portion). Prepaid premiums for commercial general liability, property, directors' and officers' liability, cyber liability, workers' compensation, and other insurance policies maintained by the Company, to the extent attributable to the twelve (12) month period following the Measurement Time.

3. Prepaid Software Licenses and SaaS Subscriptions (Current Portion). Prepaid amounts for enterprise software licenses, software-as-a-service (SaaS) subscriptions, and related technology service agreements, to the extent attributable to the twelve (12) month period following the Measurement Time.

4. Prepaid Marketing and Advertising (Current Portion). Prepaid amounts for marketing campaigns, advertising placements, trade show participation, and similar promotional activities, to the extent attributable to the twelve (12) month period following the Measurement Time.

5. Security Deposits Classified as Current. Security deposits that are classified as current assets on the Company's consolidated balance sheet, including refundable deposits expected to be returned or applied within twelve (12) months of the Measurement Time.

6. Other Prepaid Items Historically Classified as Current. Any other prepaid items or other current assets that have been historically classified as current assets on the Company's consolidated balance sheet in the ordinary course of business, consistent with the Consistent Basis.

For the avoidance of doubt, all prepaid amounts exceeding the twelve (12) month period following the Measurement Time (i.e., the non-current portion of any prepaid expense) are excluded from Current Assets in accordance with Section 3.2(f) of this Exhibit.

SCHEDULE B

INCLUDED ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES CATEGORIES

The following categories of accrued expenses and other current liabilities shall be included in Current Liabilities for purposes of the Net Working Capital calculation, to the extent such amounts are properly recorded on the Company's consolidated balance sheet as of the Measurement Time and are current in nature:

1. Accrued Payroll and Wages. Earned but unpaid payroll and wages for the Company's approximately 2,400 employees, including base salary, hourly wages, overtime, and shift differentials, accrued through the Measurement Time.

2. Accrued Bonuses. Earned but unpaid bonuses, calculated on a pro rata basis for the applicable bonus period through the Measurement Time, in accordance with the Company's bonus plans and the accrual methodology described in Section 5.3(a) of this Exhibit.

3. Accrued Employee Benefits. Earned but unpaid employer contributions and accrued liabilities for employee benefit programs, including health insurance, dental insurance, vision insurance, life insurance, short-term and long-term disability insurance, and employer contributions to the Company's 401(k) plan.

4. Accrued PTO/Vacation. Earned but unused PTO and vacation, valued in accordance with Section 5.3(b) of this Exhibit.

5. Accrued Commissions. Earned but unpaid sales commissions and other incentive compensation, accrued through the Measurement Time based on the Company's applicable commission plans.

6. Accrued Professional and Consulting Fees. Accrued fees for professional services (including legal, audit, tax advisory, and consulting services) rendered to the Company in the ordinary course of business on or prior to the Measurement Time but not yet invoiced or paid. For the avoidance of doubt, fees related to the transactions contemplated by the Agreement (i.e., Transaction Expenses) are excluded pursuant to Section 4.2(b).

7. Accrued Utilities. Accrued utility costs (including electricity, natural gas, water, sewer, and telecommunications) across the Company's fulfillment center and office locations, accrued through the Measurement Time.

8. Accrued Freight and Logistics Costs. Accrued costs for freight, shipping, and logistics services, including amounts owed to Redline Freight Corp. and other common carriers, last-mile delivery providers, and logistics service partners, for services rendered on or prior to the Measurement Time.

9. Accrued Cloud Hosting and Technology Fees. Accrued costs for cloud computing, hosting, infrastructure-as-a-service, and other technology services, including amounts owed to Pinnacle Cloud Solutions Inc. and other technology service providers, for services rendered on or prior to the Measurement Time.

10. Accrued Advertising Revenue-Share Obligations. Accrued amounts owed to advertising partners and media companies for revenue-share arrangements, including amounts owed to Stratton Digital Media Inc. and other advertising partners, for services rendered on or prior to the Measurement Time.

11. Accrued Payment Processing Fees. Accrued fees owed to payment processors, including amounts owed to PayStream Financial Technologies Inc. and other payment processing providers, for transaction processing services rendered on or prior to the Measurement Time.

12. Other Accrued Expenses. Other accrued expenses historically recorded on the Company's consolidated balance sheet in the ordinary course of business and consistent with the Consistent Basis, including, without limitation, accrued property taxes, accrued maintenance and repair costs, and accrued miscellaneous operating expenses.

SCHEDULE C

EXCLUDED ITEMS SUMMARY

The following is a consolidated summary of all items expressly excluded from both Current Assets and Current Liabilities for purposes of the Net Working Capital calculation, as described in Sections 3.2 and 4.2 of this Exhibit. This schedule is provided for reference purposes and does not supersede or modify the specific exclusions set forth in the body of this Exhibit.

Excluded from Current Assets (Section 3.2):

Excluded from Current Liabilities (Section 4.2):

Additional Excluded Effects (Section 1.5):

ACKNOWLEDGMENT

This Exhibit F is incorporated into and forms a part of the Stock Purchase Agreement, dated as of May 20, 2025, by and among Cascade Retail Holdings Inc. (Buyer), NovaMart Global Inc. (the Company), the Selling Stockholders party thereto, and Ridgeline Equity Partners, LP, solely in its capacity as Stockholder Representative. No separate execution of this Exhibit is required; this Exhibit is deemed executed and delivered by each Party upon such Party's execution of the Agreement.

By executing the Agreement, each of the undersigned Parties hereby acknowledges and agrees that: (a) this Exhibit accurately sets forth the methodology, definitions, principles, policies, and procedures for calculating Net Working Capital as agreed by the Parties; (b) the Target Net Working Capital, the Working Capital Collar, and the calculation methodology set forth herein have been negotiated at arm's length and reflect the mutual agreement of the Parties; and (c) this Exhibit shall be binding upon and inure to the benefit of each Party and their respective successors and permitted assigns, in accordance with the terms of the Agreement.

[Remainder of Page Intentionally Left Blank]

PARTIES TO THE AGREEMENT

CASCADE RETAIL HOLDINGS INC.

By: ________

Name:

Title:

Date: ________

NOVAMART GLOBAL INC.

By: ________

Name:

Title:

Date: ________

RIDGELINE EQUITY PARTNERS, LP solely in its capacity as Stockholder Representative

By: Ridgeline Equity Management LLC, its General Partner

By: ________

Name: Franklin Osei

Title: Managing Director

Date: ________

[Signature Page to Exhibit F — Working Capital Methodology Agreement]

Line Item	Amount ($000s)
Cash and cash equivalents (excluding Restricted Cash)	$42,300
Accounts receivable (trade), net of allowance for doubtful accounts	$28,700
Marketplace seller receivables, net of reserves	$19,500
Inventory (first-party, at lower of cost or NRV)	$1,200
Prepaid expenses and other current assets (per Schedule A)	$8,400
Income tax receivables	$2,100
Other receivables (non-trade)	$1,300
Total Current Assets	$103,500
Line Item	Amount ($000s)
Accounts payable (trade)	($12,800)
Accrued compensation and benefits	($6,200)
Accrued vacation/PTO	($1,900)
Other accrued expenses	($3,100)
Marketplace seller payables	($14,600)
Deferred revenue	($5,800)
Customer refund/returns reserve	($2,400)
Sales and use tax payable	($1,700)
Current portion of operating lease liabilities	($3,100)
Income taxes payable (current)	($1,500)
Gift card and store credit liabilities	($900)
Total Current Liabilities	($54,000)

Amount ($000s)

Total Current Assets	$103,500
Less: Total Current Liabilities	($54,000)
Illustrative Net Working Capital	$49,500
Item	Cross-Reference
Restricted Cash (escrow cash, letter of credit collateral, restricted security deposits)	Section 3.2(a)
Deferred tax assets (current and non-current)	Section 3.2(b)
Intercompany receivables (Company/Subsidiary)	Section 3.2(c)
Related party receivables (Selling Stockholders, officers, directors, Affiliates)	Section 3.2(d)
Equity compensation plan-related assets (stock option plan, RSU plan, deferred compensation trust assets)	Section 3.2(e)
Non-current prepaid expenses (amounts beyond 12-month period following Measurement Time)	Section 3.2(f)
Purchase accounting adjustments, fair value adjustments, and ASC 805 adjustments	Section 3.2(g)

EXHIBIT F
WORKING CAPITAL METHODOLOGY AGREEMENT
This Exhibit F (this "Working Capital Methodology Agreement" or this "Exhibit") is attached to and forms a part of that certain Stock Purchase Agreement, dated as of May 20, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corporation ("Buyer"), NovaMart Global Inc., a Delaware corporation (the "Company"), the Selling Stockholders party thereto, and Ridgeline Equity Partners, LP, a Delaware limited partnership, solely in its capacity as Stockholder Representative (the "Stockholder Representative").
Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement. This Exhibit shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction, consistent with Section 11.07 of the Agreement.
SECTION 1: PURPOSE AND GENERAL PRINCIPLES
1.1 Purpose. This Exhibit sets forth the agreed-upon methodology, definitions, principles, policies, and procedures for: (a) calculating the Estimated Net Working Capital to be delivered by the Company prior to the Closing; (b) calculating the Final Net Working Capital as of the Closing Date; and (c) determining any post-closing working capital adjustment to the Purchase Price of One Billion Two Hundred Million Dollars ($1,200,000,000). The Parties acknowledge that the methodology set forth herein is intended to provide a clear, comprehensive, and definitive framework for the preparation, review, and final determination of Net Working Capital, and to minimize the potential for disputes arising therefrom.
1.2 Measurement Time. Net Working Capital shall be calculated as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date (the "Measurement Time"). All assets and liabilities of the Company and its Subsidiaries shall be measured and valued as of the Measurement Time in accordance with the principles set forth in this Exhibit.
1.3 Consistent Basis. All calculations of Net Working Capital (whether estimated or final) shall be prepared in accordance with United States generally accepted accounting principles ("GAAP") applied using the same accounting methods, practices, principles, policies, and procedures (including with respect to the exercise of management discretion, judgments, elections, and estimation methodologies) as were used in the preparation of the Company's audited consolidated financial statements for the fiscal year ended December 31, 2024 (the "Reference Financial Statements"), which were audited by Pemberton Strauss Advisory LLC and received an unqualified opinion (collectively, the "Consistent Basis"). The Consistent Basis is intended to ensure comparability between the Net Working Capital calculation and the historical financial statements of the Company, and to prevent any Party from manipulating the calculation through changes in accounting methodology, estimates, or assumptions.
1.4 Hierarchy of Principles. To the extent there is a conflict between GAAP as in effect at the Measurement Time and the Consistent Basis, the Consistent Basis shall control; provided, however, that if GAAP requires a change in accounting standards, policies, or practices that was implemented by the Company in its books and records prior to the date of the Agreement (May 20, 2025), such change shall be reflected in the Net Working Capital calculation and shall be deemed part of the Consistent Basis. For the avoidance of doubt, no new GAAP pronouncement or interpretation issued or effective after the date of the Agreement shall be incorporated into the Net Working Capital calculation unless such pronouncement or interpretation was adopted by the Company in its ordinary course accounting records prior to the date of the Agreement.
1.5 Excluded Effects. Net Working Capital shall be calculated without giving effect to:
(i) the consummation of the transactions contemplated by the Agreement, including any change in ownership, governance, or control of the Company or any of its Subsidiaries;
(ii) any financing or refinancing undertaken in connection with the Closing, including, without limitation, the repayment and termination of the Company's existing revolving credit facility with Ashford Savings Bank, N.A. (the "Existing Credit Facility"), any new credit facilities entered into by Buyer or the Company in connection with the Closing, and any fees, costs, or expenses associated therewith; and
(iii) any purchase accounting adjustments or other adjustments arising from the application of Accounting Standards Codification Topic 805, Business Combinations ("ASC 805"), including any adjustments to the fair value of assets acquired or liabilities assumed, any goodwill or intangible asset recognition, and any step-up or step-down in the basis of assets or liabilities.
1.6 Consolidation. Net Working Capital shall be calculated on a consolidated basis, reflecting the combined assets and liabilities of the Company and all of its direct and indirect Subsidiaries, with all intercompany balances eliminated in accordance with Section 5.7 of this Exhibit.
SECTION 2: DEFINITION OF NET WORKING CAPITAL
2.1 Net Working Capital Formula. "Net Working Capital" means, as of the Measurement Time, an amount equal to (a) Current Assets (as defined in Section 3 of this Exhibit) minus (b) Current Liabilities (as defined in Section 4 of this Exhibit), in each case determined in accordance with this Exhibit and on a Consistent Basis. For the avoidance of doubt, Net Working Capital may be a positive number, a negative number, or zero.
2.2 Target Net Working Capital. The "Target Net Working Capital" is Seventy-Eight Million Five Hundred Thousand Dollars ($78,500,000). The Target Net Working Capital has been determined by the Parties based on a review of the Company's historical Net Working Capital levels (including seasonal adjustments), the Company's projected Net Working Capital as of the anticipated Closing Date, and other factors mutually agreed upon by the Parties during the negotiation of the Agreement. The Target Net Working Capital is a fixed amount and shall not be subject to adjustment for any reason.
2.3 Working Capital Collar.
(a) The "Working Capital Collar" is Five Million Dollars ($5,000,000), applied on both a positive and negative basis. No adjustment to the Purchase Price shall be made unless and until the absolute value of the difference between Final Net Working Capital and the Target Net Working Capital exceeds the Working Capital Collar.
(b) If Final Net Working Capital is equal to or greater than Seventy-Three Million Five Hundred Thousand Dollars ($73,500,000) and equal to or less than Eighty-Three Million Five Hundred Thousand Dollars ($83,500,000) (inclusive of both such amounts), then no adjustment to the Purchase Price shall be required, and the Purchase Price shall remain as set forth in the Agreement (as adjusted for any other adjustments contemplated thereby).
(c) If Final Net Working Capital is less than Seventy-Three Million Five Hundred Thousand Dollars ($73,500,000), then the Selling Stockholders shall pay to Buyer an amount equal to the full shortfall, calculated as the Target Net Working Capital ($78,500,000) minus Final Net Working Capital. For the avoidance of doubt, in such case, the entire difference between the Target Net Working Capital and the Final Net Working Capital shall be payable, and not merely the incremental amount by which the difference exceeds the Working Capital Collar.
(d) If Final Net Working Capital is greater than Eighty-Three Million Five Hundred Thousand Dollars ($83,500,000), then Buyer shall pay to the Selling Stockholders (through the Stockholder Representative) an amount equal to the full surplus, calculated as Final Net Working Capital minus the Target Net Working Capital ($78,500,000). For the avoidance of doubt, in such case, the entire difference between the Final Net Working Capital and the Target Net Working Capital shall be payable, and not merely the incremental amount by which the difference exceeds the Working Capital Collar.
(e) Threshold, Not Deductible. The Parties acknowledge and agree that the Working Capital Collar operates as a threshold (sometimes referred to as a "tipping basket") and not as a deductible. Once the absolute value of the difference between Final Net Working Capital and the Target Net Working Capital exceeds Five Million Dollars ($5,000,000), the adjustment payable shall be the full dollar-for-dollar difference between Final Net Working Capital and the Target Net Working Capital—not merely the incremental amount in excess of the Five Million Dollar ($5,000,000) collar.
SECTION 3: DEFINITION OF CURRENT ASSETS
3.1 Included Current Assets. "Current Assets" means, as of the Measurement Time, the sum of the following categories of assets of the Company and its Subsidiaries (on a consolidated basis), determined in accordance with this Exhibit and on a Consistent Basis:
(a) Cash and Cash Equivalents. Cash on hand, deposits in banks, and cash equivalents (including money market funds, certificates of deposit with original maturities of ninety (90) days or less, and other highly liquid investments readily convertible to known amounts of cash), excluding Restricted Cash (as defined in Section 3.2(a) below).
(b) Accounts Receivable (Trade), Net. Trade accounts receivable arising from the ordinary course operations of the Company, net of the allowance for doubtful accounts. The allowance for doubtful accounts shall be calculated consistently with the Company's historical reserve methodology, including application of the Company's aging-based loss rate percentages as described in Section 5.2 of this Exhibit.
(c) Marketplace Seller Receivables, Net. Amounts due from active sellers participating in the Company's marketplace platform for take-rate commissions, advertising fees, logistics fees, and other charges arising under the Company's standard seller agreements, net of applicable reserves for seller chargebacks, disputes, and uncollectible amounts. As of the date of the Agreement, the Company's marketplace platform has approximately 62,400 active sellers.
(d) Inventory. To the extent the Company holds any first-party inventory for resale (as distinguished from marketplace-facilitated inventory owned by third-party sellers), such inventory shall be valued at the lower of cost or net realizable value, with cost determined using the Company's historical weighted-average cost methodology, and subject to reserves for slow-moving, obsolete, or excess inventory as described in Section 5.4 of this Exhibit.
(e) Prepaid Expenses and Other Current Assets. Prepaid expenses and other current assets, limited to those categories historically included in the Company's consolidated balance sheet as current assets, as set forth in Schedule A attached hereto. For the avoidance of doubt, only the portion of any prepaid expense attributable to the twelve (12) month period following the Measurement Time shall be included as a Current Asset; any portion attributable to periods thereafter shall be excluded.
(f) Income Tax Receivables. Income tax refunds due and credits applied, to the extent such amounts are current in nature (i.e., expected to be received or realized within twelve (12) months of the Measurement Time) and properly recorded in accordance with GAAP and the Consistent Basis.
(g) Other Receivables (Non-Trade). Other receivables that are current in nature and arise in the ordinary course of business, including employee advances, vendor rebates receivable, insurance claim receivables, and similar items historically recorded as current assets on the Company's consolidated balance sheet.
3.2 Excluded Current Assets. The following items shall be expressly excluded from Current Assets for purposes of calculating Net Working Capital:
(a) Restricted Cash. Cash or cash equivalents constituting "Restricted Cash," which is defined for purposes of this Exhibit as cash held in escrow accounts, cash securing letters of credit (including any standby letters of credit issued in connection with the Company's lease obligations or vendor arrangements), security deposits to the extent classified as non-current, and any other cash or cash equivalents that are subject to contractual, regulatory, or legal restrictions on their use by the Company in the ordinary course of business.
(b) Deferred Tax Assets. Deferred tax assets, whether classified as current or non-current, including any deferred tax assets arising from net operating loss carryforwards, tax credit carryforwards, or temporary differences between the tax basis and book basis of assets and liabilities.
(c) Intercompany Receivables. Intercompany receivables between the Company and any of its Subsidiaries, all of which shall be eliminated in consolidation in accordance with Section 5.7 of this Exhibit.
(d) Related Party Receivables. Any receivable from any Selling Stockholder, any officer or director of the Company or any of its Subsidiaries, or any Affiliate of any Selling Stockholder, regardless of whether such receivable arose in the ordinary course of business.
(e) Equity Compensation Plan Assets. Assets related to the Company's stock option plan, restricted stock unit plan, or any other equity compensation arrangements, including any trust assets or deferred compensation plan assets associated therewith.
(f) Non-Current Prepaid Expenses. The portion of any prepaid expense attributable to periods after the twelve (12) month period following the Measurement Time (i.e., the non-current portion of any prepaid expense that would otherwise be classified as a long-term asset).
(g) Transaction-Related Adjustments. Fair value adjustments, purchase price allocation adjustments, or any other adjustments arising from the transactions contemplated by the Agreement, including any adjustments required under ASC 805 or related accounting guidance.
SECTION 4: DEFINITION OF CURRENT LIABILITIES
4.1 Included Current Liabilities. "Current Liabilities" means, as of the Measurement Time, the sum of the following categories of liabilities of the Company and its Subsidiaries (on a consolidated basis), determined in accordance with this Exhibit and on a Consistent Basis:
(a) Accounts Payable (Trade). Trade accounts payable arising from the ordinary course operations of the Company, including amounts owed to vendors, suppliers, and service providers for goods and services received by the Company on or prior to the Measurement Time.
(b) Accrued Expenses and Other Current Liabilities. Accrued expenses and other current liabilities, including accrued compensation (wages, salaries, and bonuses), accrued employee benefits, accrued vacation and paid time off ("PTO"), accrued professional and consulting fees, and other accrued liabilities, in each case consistent with those categories historically included in the Company's consolidated balance sheet as current liabilities, as set forth in Schedule B attached hereto.
(c) Marketplace Seller Payables. Amounts owed to sellers participating in the Company's marketplace platform for settled transactions pending disbursement, including net proceeds from sales, promotional credits, and other amounts due to the approximately 62,400 active sellers as of the Measurement Time. Marketplace seller payables shall be measured based on the Company's standard disbursement cycle and settlement procedures.
(d) Deferred Revenue. Deferred revenue to the extent representing obligations of the Company to deliver goods or services within twelve (12) months following the Measurement Time, including prepaid advertising revenue received from sellers and brand partners and prepaid logistics services revenue received from sellers utilizing the Company's fulfillment network.
(e) Customer Refund and Returns Reserves. Reserves for estimated customer refunds, returns, and allowances, calculated in accordance with ASC 606 and the Company's historical methodology for estimating product returns and refund obligations.
(f) Sales and Use Tax Payable. Sales and use tax payable accrued through the Measurement Time across all states in which the Company has established nexus, including, without limitation, California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington, as well as any other state in which the Company has nexus as of the Measurement Time.
(g) Current Portion of Operating Lease Liabilities. The current portion of operating lease liabilities, to the extent such amounts are classified as current liabilities under ASC 842, Leases, and were historically included in the Company's working capital on its consolidated balance sheet. This includes the current portion of lease liabilities attributable to the Company's headquarters lease and its fulfillment center leases as described in Section 5.6 of this Exhibit.
(h) Income Taxes Payable. Income taxes payable (current portion), to the extent such amounts are not otherwise treated as a pre-closing tax liability under Article VII of the Agreement or otherwise subject to a separate adjustment mechanism thereunder.
(i) Gift Card and Store Credit Liabilities. Liabilities for outstanding gift cards and store credits issued by the Company, net of estimated breakage. Breakage shall be estimated using the Company's historical methodology, which is based on historical redemption patterns and applied consistently with the Reference Financial Statements.
(j) Other Current Liabilities. Other current liabilities as historically classified on the Company's consolidated balance sheet in the ordinary course of business and consistent with the Consistent Basis.
4.2 Excluded Current Liabilities. The following items shall be expressly excluded from Current Liabilities for purposes of calculating Net Working Capital:
(a) Indebtedness. Any Indebtedness of the Company as defined in Section 1.01 of the Agreement, including, without limitation, the outstanding balance under the Company's One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility with Ashford Savings Bank, N.A. (the Existing Credit Facility), which is to be repaid in full and terminated at or prior to the Closing in accordance with Section 2.05 of the Agreement, and any accrued interest, prepayment penalties, breakage costs, or other fees associated with such repayment and termination.
(b) Transaction Expenses. Transaction Expenses as defined in Section 1.01 of the Agreement, including, without limitation, fees and expenses of Calloway, Brandt & Loewe LLP (legal counsel to the Company), Pemberton Strauss Advisory LLC (financial advisor to the Company), and any other legal, financial, accounting, or advisory fees payable by the Company or the Selling Stockholders in connection with the transactions contemplated by the Agreement.
(c) Deferred Tax Liabilities. Deferred tax liabilities, whether classified as current or non-current, including any deferred tax liabilities arising from temporary differences between the tax basis and book basis of assets and liabilities.
(d) Change of Control and Transaction-Triggered Payments. Any liability for Change of Control Payments (as defined in the Agreement), severance payments, retention bonuses (including amounts payable under the Company's Eighteen Million Dollar ($18,000,000) retention pool established pursuant to the retention agreements described in Section 6.14 of the Agreement), stay bonuses, transaction bonuses, or other payments arising solely from or triggered by the consummation of the transactions contemplated by the Agreement.
(e) Long-Term Debt and Non-Current Liabilities. Long-term debt (other than the current portion of operating lease liabilities included pursuant to Section 4.1(g)) and non-current liabilities of any kind, including non-current portions of deferred rent, non-current portions of operating lease liabilities, pension and post-retirement obligations, and similar long-term items.
(f) Intercompany Payables. Intercompany payables between the Company and any of its Subsidiaries, all of which shall be eliminated in consolidation in accordance with Section 5.7 of this Exhibit.
(g) Related Party Payables. Any payable to any Selling Stockholder, any officer or director of the Company or any of its Subsidiaries, or any Affiliate of any Selling Stockholder, to the extent such payable arose outside the ordinary course of business. For the avoidance of doubt, amounts owed to officers and directors for ordinary course compensation, reimbursable expenses, and similar items incurred in the ordinary course of business shall be included in Current Liabilities to the extent they fall within the categories described in Section 4.1.
(h) Litigation and Regulatory Reserves. Accruals for litigation or regulatory reserves, to the extent such accruals constitute Retained Liabilities (as defined in the Agreement) or are subject to separate indemnification obligations under Article IX of the Agreement. For the avoidance of doubt, ordinary course accruals for routine regulatory compliance matters that are not Retained Liabilities and are not subject to separate indemnification shall remain included in Current Liabilities.
SECTION 5: SPECIFIC ACCOUNTING POLICIES AND CONVENTIONS
The following specific accounting policies and conventions shall apply to the calculation of Net Working Capital. In each case, the policies described below reflect the Company's historical practices and are intended to ensure consistency with the Consistent Basis.
5.1 Revenue Recognition. Revenue shall be recognized in accordance with ASC 606, Revenue from Contracts with Customers, as historically applied by the Company. The Company's revenue comprises three principal streams: (i) marketplace take-rate revenue (commissions earned from marketplace sellers on gross merchandise volume facilitated through the Company's platform); (ii) advertising revenue (fees earned from sellers and brand partners for advertising services rendered through the Company's marketplace platform); and (iii) logistics services revenue (fees earned from sellers for fulfillment, warehousing, shipping, and related logistics services provided through the Company's fulfillment network). For the fiscal year ended December 31, 2024, the Company's consolidated revenue from these three streams totaled approximately Eight Hundred Ninety-One Million Dollars ($891,000,000). Deferred revenue for prepaid advertising and logistics services shall be measured consistently with the Company's methodology as applied in the Reference Financial Statements, with revenue recognized as the related performance obligations are satisfied.
5.2 Accounts Receivable and Reserves. The allowance for doubtful accounts shall be determined using the Company's historical aging methodology, which assigns loss rate percentages to accounts receivable balances based on aging categories (e.g., current, 1–30 days past due, 31–60 days past due, 61–90 days past due, and over 90 days past due). The applicable loss rates shall be those used in the preparation of the Reference Financial Statements, unless the Company's actual loss experience in the period between December 31, 2024 and the Measurement Time demonstrates a material change in collectibility that would require adjustment under GAAP applied on a Consistent Basis. No acceleration or change in the reserve methodology shall be applied solely as a result of, or in anticipation of, the consummation of the transactions contemplated by the Agreement.
5.3 Accrued Expenses.
(a) Accrued Compensation. Accrued compensation shall include earned but unpaid wages, salaries, commissions, and bonuses for the Company's approximately 2,400 employees through the Measurement Time. Accrued bonuses shall be calculated on a pro rata basis for the applicable bonus period in which the Measurement Time falls, based on the Company's historical bonus accrual methodology (which accrues bonus expense ratably over the applicable performance period based on estimated achievement of performance targets as of the Measurement Time). Commissions shall be accrued based on the Company's commission plans in effect as of the date of the Agreement.
(b) Accrued Vacation/PTO. Accrued vacation and PTO shall be measured based on the Company's PTO policy as in effect on the date of the Agreement, applied consistently with the Company's historical practice for accruing PTO liabilities. PTO balances shall reflect the earned but unused PTO hours for each employee as of the Measurement Time, valued at each employee's then-current hourly rate (or salary equivalent), inclusive of applicable employer-side payroll taxes.
5.4 Inventory Valuation. To the extent the Company holds first-party inventory for resale, such inventory shall be valued at the lower of cost or net realizable value, with cost determined using the weighted-average cost method, consistent with the Company's historical methodology as applied in the Reference Financial Statements. Reserves for slow-moving, obsolete, or excess inventory shall be calculated using the Company's historical methodology, which evaluates inventory turnover rates, aging, and estimated net realizable value based on historical sales data and current market conditions. No change in inventory valuation methodology shall be implemented in connection with or in anticipation of the transactions contemplated by the Agreement.
5.5 Sales and Use Tax. Sales and use tax payable shall be accrued through the Measurement Time across all states in which the Company has established economic or physical nexus, including, without limitation, California, New Jersey, Georgia, Ohio, Illinois, Pennsylvania, Tennessee, Florida, and Washington. Accruals shall be based on the Company's historical methodology for estimating sales and use tax liabilities, taking into account applicable tax rates, exemptions, and any pending or filed returns. Any sales and use tax liabilities that relate to periods prior to the Measurement Time but that have not yet been remitted to the applicable taxing authority shall be included in Current Liabilities.
5.6 Operating Lease Liabilities. The current portion of operating lease liabilities, including those associated with (i) the Company's headquarters lease at 1100 Congress Avenue, Austin, Texas, and (ii) the Company's fourteen (14) fulfillment centers located throughout the United States, shall be included in Current Liabilities only to the extent such amounts were historically classified as current liabilities on the Company's consolidated balance sheet under ASC 842, Leases, and in accordance with the Consistent Basis. The non-current portion of operating lease liabilities shall be excluded from the Net Working Capital calculation. Right-of-use assets associated with operating leases shall similarly be excluded from Current Assets, consistent with the Company's historical balance sheet classification.
5.7 Intercompany Eliminations. All intercompany balances (whether receivables, payables, loans, or other amounts) between the Company and any of its direct or indirect Subsidiaries shall be eliminated for purposes of the Net Working Capital calculation, consistent with standard consolidation practices under GAAP. Neither intercompany receivables nor intercompany payables shall be included in Current Assets or Current Liabilities, respectively.
5.8 Cut-Off Procedures. Standard accounting cut-off procedures shall be applied to ensure that items of revenue, expense, receivables, payables, and accruals are recorded in the proper period as of the Measurement Time. The Parties agree that the Company shall conduct a full cut-off analysis as of the Measurement Time, including, without limitation: (i) a review of accounts payable to ensure that all goods and services received on or prior to the Measurement Time are recorded as liabilities; (ii) a review of accounts receivable to ensure that revenue is recognized only for goods delivered or services performed on or prior to the Measurement Time; and (iii) a review of deferred revenue to ensure that prepaid amounts are properly deferred to the extent the related performance obligations remain unsatisfied as of the Measurement Time. The Company shall maintain appropriate documentation of the cut-off analysis for review by Buyer and the Stockholder Representative.
5.9 Foreign Currency. All amounts denominated in foreign currencies, if any, shall be translated to United States dollars using the spot exchange rate in effect as of the Measurement Time (as reported by Crowne Albany Systems or, if unavailable, The Wall Street Journal), consistent with the Company's historical translation methodology under ASC 830, Foreign Currency Matters. As of the date of the Agreement, the Company's operations are primarily denominated in United States dollars, and foreign currency-denominated balances are not material to the Net Working Capital calculation.
SECTION 6: ESTIMATION AND FINAL DETERMINATION PROCEDURES
6.1 Estimated Closing Statement.
(a) Not fewer than three (3) Business Days prior to the anticipated Closing Date (which the Parties currently anticipate will be on or about October 15, 2025), the Company shall prepare and deliver to Buyer a good faith estimate of the Net Working Capital as of the anticipated Closing Date (the "Estimated Net Working Capital"), together with reasonable supporting detail, including line-item calculations for each category of Current Assets and Current Liabilities set forth in Sections 3 and 4 of this Exhibit (collectively, the "Estimated Closing Statement").
(b) The Estimated Closing Statement shall be prepared in accordance with this Exhibit and on a Consistent Basis. The Company shall use commercially reasonable efforts to ensure that the Estimated Closing Statement is materially accurate and complete.
(c) Buyer (and its advisors, including Whitmore & Paige LLP and any accounting advisors retained by Buyer) shall have the right to review and comment on the Estimated Closing Statement prior to the Closing. The Company shall give good faith consideration to any comments provided by Buyer; provided, however, that the Company shall have final determination authority over the Estimated Closing Statement, and Buyer's comments shall not be binding on the Company.
(d) The Estimated Net Working Capital shall be used to calculate the Estimated Purchase Price Adjustment at Closing, as follows:
(i) If the Estimated Net Working Capital exceeds the Target Net Working Capital by more than the Working Capital Collar (i.e., Estimated Net Working Capital is greater than $83,500,000), then the net cash amount payable by Buyer at Closing shall be increased by an amount equal to the Estimated Net Working Capital minus the Target Net Working Capital ($78,500,000) (such increase, the "Upward Estimated Adjustment").
(ii) If the Estimated Net Working Capital is less than the Target Net Working Capital by more than the Working Capital Collar (i.e., Estimated Net Working Capital is less than $73,500,000), then the net cash amount payable by Buyer at Closing shall be decreased by an amount equal to the Target Net Working Capital ($78,500,000) minus the Estimated Net Working Capital (such decrease, the "Downward Estimated Adjustment").
(iii) If the Estimated Net Working Capital is within the Working Capital Collar (i.e., Estimated Net Working Capital is equal to or greater than $73,500,000 and equal to or less than $83,500,000), then no Estimated Purchase Price Adjustment shall be made at Closing.
6.2 Final Closing Statement.
(a) Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to the Stockholder Representative a statement setting forth Buyer's calculation of the Final Net Working Capital as of the Measurement Time (the "Final Closing Statement"), together with reasonable supporting documentation, including line-item calculations for each category of Current Assets and Current Liabilities set forth in Sections 3 and 4 of this Exhibit, supporting schedules, and a reconciliation of the Final Net Working Capital to the Estimated Net Working Capital.
(b) The Final Closing Statement shall be prepared in accordance with this Exhibit and on a Consistent Basis. Buyer shall use commercially reasonable efforts to ensure that the Final Closing Statement is materially accurate and complete.
(c) From and after the Closing Date, Buyer shall (and shall cause the Company to) maintain the books, records, and work papers of the Company in a manner sufficient to permit the preparation and review of the Final Closing Statement, and shall not destroy, discard, or alter any such books, records, or work papers until the Final Net Working Capital has been finally determined in accordance with this Section 6.
6.3 Review Period and Dispute Resolution.
(a) Review Period. The Stockholder Representative (Ridgeline Equity Partners, LP, acting through its designated representative Franklin Osei) shall have forty-five (45) days following receipt of the Final Closing Statement (the "Review Period") to review the Final Closing Statement and the supporting documentation provided therewith.
(b) Access During Review Period. During the Review Period (and any subsequent Negotiation Period or dispute resolution period under Section 6.4), Buyer shall (and shall cause the Company to) provide the Stockholder Representative and its authorized representatives (including accountants, financial advisors, and legal counsel) with reasonable access during normal business hours to the books, records, work papers, facilities, and employees of the Company as reasonably necessary for the Stockholder Representative to perform its review of the Final Closing Statement. Such access shall include the right to review accounting work papers, supporting schedules, trial balances, general ledger detail, sub-ledger detail, bank statements, and such other records as are reasonably related to the Final Closing Statement. Buyer shall direct the Company's employees to cooperate with the Stockholder Representative's reasonable requests in connection with such review.
(c) Deemed Acceptance. If the Stockholder Representative does not deliver a written notice of disagreement (a "Dispute Notice") to Buyer within the Review Period, the Final Closing Statement as delivered by Buyer shall be deemed final, binding, and conclusive on all Parties for all purposes, and the Final Net Working Capital set forth therein shall constitute the "Final Net Working Capital" for purposes of calculating the final adjustment under Section 6.5.
(d) Dispute Notice. If the Stockholder Representative delivers a timely Dispute Notice to Buyer within the Review Period, such Dispute Notice shall set forth in reasonable detail: (i) each specific line item or component of the Final Closing Statement that the Stockholder Representative disputes; (ii) the nature and basis of each such dispute, including the Stockholder Representative's reasons for disagreeing with Buyer's calculation; and (iii) the Stockholder Representative's proposed amount for each disputed line item or component. Any line items or components of the Final Closing Statement not specifically identified as disputed in the Dispute Notice shall be deemed final, binding, and conclusive on all Parties.
(e) Negotiation Period. Upon delivery of a timely Dispute Notice, the Parties shall negotiate in good faith for a period of thirty (30) days following delivery of the Dispute Notice (the "Negotiation Period") to attempt to resolve all disputed items. During the Negotiation Period, the Parties shall exchange such information and analyses as are reasonably necessary to facilitate the resolution of the disputed items. If the Parties resolve all disputed items during the Negotiation Period, they shall memorialize such resolution in a written agreement signed by Buyer and the Stockholder Representative, and the Final Net Working Capital shall be calculated based on the agreed resolution of each disputed item, together with the undisputed items.
6.4 Independent Accounting Expert.
(a) Engagement. If the Parties are unable to resolve all disputed items within the Negotiation Period, the remaining disputed items (and only the remaining disputed items) shall be submitted for resolution to an independent nationally recognized accounting firm mutually agreed upon by Buyer and the Stockholder Representative (the "Independent Accounting Expert"). If Buyer and the Stockholder Representative are unable to agree upon an Independent Accounting Expert within ten (10) days following the expiration of the Negotiation Period, then either Party may apply to the American Arbitration Association ("AAA") for the selection of an Independent Accounting Expert, and the AAA's selection shall be binding on the Parties. The Independent Accounting Expert shall not be, and shall not have been within the preceding two (2) years, the auditor or advisor of any Party or any Affiliate of any Party.
(b) Role as Expert. The Independent Accounting Expert shall act as an expert and not as an arbitrator. The Independent Accounting Expert's engagement shall be limited to resolving the specific disputed items submitted by the Parties, and the Independent Accounting Expert shall not make any determination with respect to any item that is not in dispute.
(c) Baseball-Style Boundaries. The Independent Accounting Expert's determination with respect to each disputed item shall not be less than the lower of the amounts proposed by the respective Parties for such item and shall not be greater than the higher of the amounts proposed by the respective Parties for such item. In making its determination, the Independent Accounting Expert shall apply the methodology, definitions, principles, policies, and procedures set forth in this Exhibit and the Consistent Basis.
(d) Procedures. Each of Buyer and the Stockholder Representative shall submit to the Independent Accounting Expert, simultaneously and within fifteen (15) days following the engagement of the Independent Accounting Expert (or such other period as the Independent Accounting Expert may reasonably establish), a written submission setting forth such Party's position with respect to each remaining disputed item, together with supporting documentation, calculations, and analyses. Each Party shall have the right to submit a single written rebuttal within ten (10) days following receipt of the other Party's initial submission. The Independent Accounting Expert may, in its discretion, request additional information or clarification from either Party, and each Party shall cooperate with such requests. The Independent Accounting Expert shall not conduct any ex parte communications with either Party concerning the substance of the dispute.
(e) Determination. The Independent Accounting Expert shall render its written determination within forty-five (45) days after the submission of the Parties' initial written submissions (or such other period as the Parties and the Independent Accounting Expert may mutually agree). Such determination shall be final, binding, and conclusive on all Parties for all purposes, absent manifest error. Judgment upon the Independent Accounting Expert's determination may be entered in any court of competent jurisdiction.
(f) Fees and Expenses. The fees and expenses of the Independent Accounting Expert shall be borne by Buyer, on the one hand, and the Selling Stockholders (through the Stockholder Representative), on the other hand, in inverse proportion to the extent to which each Party's position is upheld by the Independent Accounting Expert. By way of illustration, if the aggregate amount in dispute is $2,000,000 and the Independent Accounting Expert's determination results in an aggregate adjustment of $1,200,000 in favor of the Stockholder Representative's position (i.e., 60% of the disputed amount), then Buyer shall bear 60% of the Independent Accounting Expert's fees and expenses and the Selling Stockholders shall bear 40% of such fees and expenses. Each Party shall bear its own legal, accounting, and advisory fees and expenses incurred in connection with the dispute resolution process.
6.5 Final Adjustment Payment.
(a) Within five (5) Business Days after the Final Net Working Capital becomes final and binding pursuant to this Section 6 (whether by deemed acceptance under Section 6.3(c), mutual agreement under Section 6.3(e), or determination by the Independent Accounting Expert under Section 6.4(e)):
(i) Upward Adjustment. If the Final Net Working Capital exceeds the Target Net Working Capital by more than the Working Capital Collar (i.e., Final Net Working Capital is greater than $83,500,000), Buyer shall pay to the Stockholder Representative (for distribution to the Selling Stockholders on a pro rata basis in accordance with their respective Pro Rata Shares) an amount (the "Final Upward Adjustment") equal to (A) the Final Net Working Capital minus the Target Net Working Capital ($78,500,000), minus (B) any Upward Estimated Adjustment paid at Closing (or plus any Downward Estimated Adjustment deducted at Closing), by wire transfer of immediately available funds to the account designated by the Stockholder Representative.
(ii) Downward Adjustment. If the Final Net Working Capital is less than the Target Net Working Capital by more than the Working Capital Collar (i.e., Final Net Working Capital is less than $73,500,000), the Stockholder Representative shall pay to Buyer (from the escrow fund held by Marlowe Asset Management Trust Company, N.A. pursuant to the Escrow Agreement, or, if the escrow fund is insufficient to satisfy such obligation in full, directly from the Selling Stockholders on a pro rata basis in accordance with their respective Pro Rata Shares) an amount (the "Final Downward Adjustment") equal to (A) the Target Net Working Capital ($78,500,000) minus the Final Net Working Capital, minus (B) any Downward Estimated Adjustment deducted at Closing (or plus any Upward Estimated Adjustment paid at Closing), by wire transfer of immediately available funds to the account designated by Buyer.
(iii) Within Collar — Reversal of Estimated Adjustment. If the Final Net Working Capital is within the Working Capital Collar range (i.e., Final Net Working Capital is equal to or greater than $73,500,000 and equal to or less than $83,500,000, inclusive), then no final working capital adjustment shall be required; provided, however, that if any Estimated Purchase Price Adjustment (whether upward or downward) was made at Closing, such Estimated Purchase Price Adjustment shall be reversed and repaid in full by the applicable Party (i.e., if an Upward Estimated Adjustment was made at Closing, the Stockholder Representative shall repay such amount to Buyer; and if a Downward Estimated Adjustment was made at Closing, Buyer shall repay such amount to the Stockholder Representative for distribution to the Selling Stockholders), by wire transfer of immediately available funds within such five (5) Business Day period.
(b) Interest. All adjustment payments made pursuant to this Section 6.5 shall bear simple interest at the prime rate as published by Cornerstone National Bank, N.A. (or its successor) as of the Closing Date, calculated on the basis of a 365-day year, from and including the Closing Date through but excluding the date on which payment is actually made. Interest shall be payable together with the principal adjustment amount.
(c) Tax Treatment. Any payments made pursuant to this Section 6.5 shall be treated by the Parties as an adjustment to the Purchase Price for all applicable tax purposes to the maximum extent permitted by applicable Law.
SECTION 7: COOPERATION AND ACCESS
7.1 Post-Closing Access. From the Closing Date through the final resolution of the Net Working Capital in accordance with Section 6 of this Exhibit (including any dispute resolution proceedings under Section 6.4), Buyer shall (and shall cause the Company and its Subsidiaries to) provide the Stockholder Representative and its authorized representatives (including accountants, financial advisors, and legal counsel) with reasonable access during normal business hours to the books, records, work papers, facilities, and employees of the Company and its Subsidiaries as reasonably necessary for the Stockholder Representative to perform its review obligations under Section 6.3 and any dispute resolution proceedings under Section 6.4. Such access shall be provided upon reasonable prior written notice (which may be delivered by email) and shall not unreasonably interfere with the business operations of the Company.
7.2 Preservation of Records. Buyer shall (and shall cause the Company to) preserve and maintain all books, records, work papers, and supporting documentation relevant to the calculation of Net Working Capital for a period of not less than three (3) years following the Closing Date (or such longer period as may be required by applicable Law or the terms of the Agreement).
7.3 Confidentiality. The Stockholder Representative and its authorized representatives shall maintain the confidentiality of all information accessed in connection with the review of the Final Closing Statement and the dispute resolution process, subject to and in accordance with the confidentiality provisions set forth in Section 11.12 of the Agreement. For the avoidance of doubt, the Stockholder Representative may share such information with the Selling Stockholders to the extent reasonably necessary for the exercise of their rights under this Exhibit, subject to the same confidentiality obligations.
7.4 Cooperation. Each Party shall cooperate in good faith with the other Parties in connection with the preparation, review, and finalization of the Net Working Capital calculations, including by providing timely responses to reasonable requests for information and making employees and advisors available for discussions and inquiries related thereto.
SECTION 8: SAMPLE CALCULATION
8.1 Illustrative Net Working Capital Calculation. The following sample calculation is provided for illustrative purposes only, to demonstrate the application of the methodology set forth in this Exhibit. The sample calculation is based on selected balance sheet data of the Company as of a reference date and has been prepared in accordance with the principles, definitions, and conventions set forth in this Exhibit. The sample calculation is for illustrative purposes only and shall not be binding on either Party. The actual amounts at Closing will be determined in accordance with the procedures set forth in Section 6.
Sample Current Assets (Illustrative — as of Reference Date).  
Sample Current Liabilities (Illustrative — as of Reference Date).  
Sample Net Working Capital.  
Note: The illustrative figure of $49,500,000 is presented solely for purposes of demonstrating the methodology set forth in this Exhibit. The actual amounts at Closing are expected to approximate the Target Net Working Capital of $78,500,000 based on the Company's projections and seasonal patterns applicable to the anticipated Closing Date. The figures above are simplified for illustrative purposes and may include additional line items and sub-categories in the actual calculation as required to reflect the Company's complete balance sheet at the Measurement Time. The reference date used for this illustrative calculation reflects a period of lower seasonal activity and does not represent a projection of the Company's financial position as of the Closing Date.
8.2 Illustrative Adjustment Calculations. The following scenarios illustrate the application of the Working Capital Collar and the adjustment mechanism described in Section 2.3 and Section 6.5:
Scenario 1 — No Adjustment (Within Collar):
If Final Net Working Capital = $80,000,000, then the difference from the Target Net Working Capital is +$1,500,000 ($80,000,000 − $78,500,000 = $1,500,000). Because $1,500,000 is less than the Working Capital Collar of $5,000,000, no adjustment to the Purchase Price is required. Any Estimated Purchase Price Adjustment made at Closing would be reversed and repaid by the applicable Party.
Scenario 2 — Upward Adjustment (Exceeds Collar — Buyer Pays Sellers):
If Final Net Working Capital = $86,000,000, then the difference from the Target Net Working Capital is +$7,500,000 ($86,000,000 − $78,500,000 = $7,500,000). Because $7,500,000 exceeds the Working Capital Collar of $5,000,000, an upward adjustment is required. Buyer shall pay to the Stockholder Representative (for distribution to the Selling Stockholders) the full surplus amount of $7,500,000 (subject to netting for any Estimated Purchase Price Adjustment made at Closing), plus interest accrued from the Closing Date at the applicable prime rate.
Scenario 3 — Downward Adjustment (Exceeds Collar — Sellers Pay Buyer):
If Final Net Working Capital = $70,000,000, then the difference from the Target Net Working Capital is −$8,500,000 ($70,000,000 − $78,500,000 = −$8,500,000). Because the absolute value of −$8,500,000 exceeds the Working Capital Collar of $5,000,000, a downward adjustment is required. The Stockholder Representative shall pay to Buyer (from the escrow fund held by Marlowe Asset Management Trust Company, N.A., or directly from the Selling Stockholders if the escrow fund is insufficient) the full shortfall amount of $8,500,000 (subject to netting for any Estimated Purchase Price Adjustment made at Closing), plus interest accrued from the Closing Date at the applicable prime rate.
SCHEDULE A
INCLUDED PREPAID EXPENSES AND OTHER CURRENT ASSETS CATEGORIES
The following categories of prepaid expenses and other current assets shall be included in Current Assets for purposes of the Net Working Capital calculation, to the extent such amounts are properly recorded on the Company's consolidated balance sheet as of the Measurement Time and are current in nature (i.e., attributable to the twelve (12) month period following the Measurement Time):
1.  Prepaid Rent (Current Portion). Prepaid rent attributable to the current portion of the Company's lease obligations, including prepayments for the Company's headquarters lease at 1100 Congress Avenue, Austin, Texas, and prepayments for the Company's fourteen (14) fulfillment center leases.
2.  Prepaid Insurance Premiums (Current Portion). Prepaid premiums for commercial general liability, property, directors' and officers' liability, cyber liability, workers' compensation, and other insurance policies maintained by the Company, to the extent attributable to the twelve (12) month period following the Measurement Time.
3.  Prepaid Software Licenses and SaaS Subscriptions (Current Portion). Prepaid amounts for enterprise software licenses, software-as-a-service (SaaS) subscriptions, and related technology service agreements, to the extent attributable to the twelve (12) month period following the Measurement Time.
4.  Prepaid Marketing and Advertising (Current Portion). Prepaid amounts for marketing campaigns, advertising placements, trade show participation, and similar promotional activities, to the extent attributable to the twelve (12) month period following the Measurement Time.
5.  Security Deposits Classified as Current. Security deposits that are classified as current assets on the Company's consolidated balance sheet, including refundable deposits expected to be returned or applied within twelve (12) months of the Measurement Time.
6.  Other Prepaid Items Historically Classified as Current. Any other prepaid items or other current assets that have been historically classified as current assets on the Company's consolidated balance sheet in the ordinary course of business, consistent with the Consistent Basis.
For the avoidance of doubt, all prepaid amounts exceeding the twelve (12) month period following the Measurement Time (i.e., the non-current portion of any prepaid expense) are excluded from Current Assets in accordance with Section 3.2(f) of this Exhibit.
SCHEDULE B
INCLUDED ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES CATEGORIES
The following categories of accrued expenses and other current liabilities shall be included in Current Liabilities for purposes of the Net Working Capital calculation, to the extent such amounts are properly recorded on the Company's consolidated balance sheet as of the Measurement Time and are current in nature:
1.  Accrued Payroll and Wages. Earned but unpaid payroll and wages for the Company's approximately 2,400 employees, including base salary, hourly wages, overtime, and shift differentials, accrued through the Measurement Time.
2.  Accrued Bonuses. Earned but unpaid bonuses, calculated on a pro rata basis for the applicable bonus period through the Measurement Time, in accordance with the Company's bonus plans and the accrual methodology described in Section 5.3(a) of this Exhibit.
3.  Accrued Employee Benefits. Earned but unpaid employer contributions and accrued liabilities for employee benefit programs, including health insurance, dental insurance, vision insurance, life insurance, short-term and long-term disability insurance, and employer contributions to the Company's 401(k) plan.
4.  Accrued PTO/Vacation. Earned but unused PTO and vacation, valued in accordance with Section 5.3(b) of this Exhibit.
5.  Accrued Commissions. Earned but unpaid sales commissions and other incentive compensation, accrued through the Measurement Time based on the Company's applicable commission plans.
6.  Accrued Professional and Consulting Fees. Accrued fees for professional services (including legal, audit, tax advisory, and consulting services) rendered to the Company in the ordinary course of business on or prior to the Measurement Time but not yet invoiced or paid. For the avoidance of doubt, fees related to the transactions contemplated by the Agreement (i.e., Transaction Expenses) are excluded pursuant to Section 4.2(b).
7.  Accrued Utilities. Accrued utility costs (including electricity, natural gas, water, sewer, and telecommunications) across the Company's fulfillment center and office locations, accrued through the Measurement Time.
8.  Accrued Freight and Logistics Costs. Accrued costs for freight, shipping, and logistics services, including amounts owed to Redline Freight Corp. and other common carriers, last-mile delivery providers, and logistics service partners, for services rendered on or prior to the Measurement Time.
9.  Accrued Cloud Hosting and Technology Fees. Accrued costs for cloud computing, hosting, infrastructure-as-a-service, and other technology services, including amounts owed to Pinnacle Cloud Solutions Inc. and other technology service providers, for services rendered on or prior to the Measurement Time.
10.  Accrued Advertising Revenue-Share Obligations. Accrued amounts owed to advertising partners and media companies for revenue-share arrangements, including amounts owed to Stratton Digital Media Inc. and other advertising partners, for services rendered on or prior to the Measurement Time.
11.  Accrued Payment Processing Fees. Accrued fees owed to payment processors, including amounts owed to PayStream Financial Technologies Inc. and other payment processing providers, for transaction processing services rendered on or prior to the Measurement Time.
12.  Other Accrued Expenses. Other accrued expenses historically recorded on the Company's consolidated balance sheet in the ordinary course of business and consistent with the Consistent Basis, including, without limitation, accrued property taxes, accrued maintenance and repair costs, and accrued miscellaneous operating expenses.
SCHEDULE C
EXCLUDED ITEMS SUMMARY
The following is a consolidated summary of all items expressly excluded from both Current Assets and Current Liabilities for purposes of the Net Working Capital calculation, as described in Sections 3.2 and 4.2 of this Exhibit. This schedule is provided for reference purposes and does not supersede or modify the specific exclusions set forth in the body of this Exhibit.
Excluded from Current Assets (Section 3.2):
Excluded from Current Liabilities (Section 4.2):
Additional Excluded Effects (Section 1.5):
ACKNOWLEDGMENT
This Exhibit F is incorporated into and forms a part of the Stock Purchase Agreement, dated as of May 20, 2025, by and among Cascade Retail Holdings Inc. (Buyer), NovaMart Global Inc. (the Company), the Selling Stockholders party thereto, and Ridgeline Equity Partners, LP, solely in its capacity as Stockholder Representative. No separate execution of this Exhibit is required; this Exhibit is deemed executed and delivered by each Party upon such Party's execution of the Agreement.
By executing the Agreement, each of the undersigned Parties hereby acknowledges and agrees that: (a) this Exhibit accurately sets forth the methodology, definitions, principles, policies, and procedures for calculating Net Working Capital as agreed by the Parties; (b) the Target Net Working Capital, the Working Capital Collar, and the calculation methodology set forth herein have been negotiated at arm's length and reflect the mutual agreement of the Parties; and (c) this Exhibit shall be binding upon and inure to the benefit of each Party and their respective successors and permitted assigns, in accordance with the terms of the Agreement.
[Remainder of Page Intentionally Left Blank]
PARTIES TO THE AGREEMENT
CASCADE RETAIL HOLDINGS INC.
By: ________
Name:
Title:
Date: ________
NOVAMART GLOBAL INC.
By: ________
Name:
Title:
Date: ________
RIDGELINE EQUITY PARTNERS, LP solely in its capacity as Stockholder Representative
By: Ridgeline Equity Management LLC, its General Partner
By: ________
Name: Franklin Osei
Title: Managing Director
Date: ________
[Signature Page to Exhibit F — Working Capital Methodology Agreement]
Line Item | Amount ($000s)
Cash and cash equivalents (excluding Restricted Cash) | $42,300
Accounts receivable (trade), net of allowance for doubtful accounts | $28,700
Marketplace seller receivables, net of reserves | $19,500
Inventory (first-party, at lower of cost or NRV) | $1,200
Prepaid expenses and other current assets (per Schedule A) | $8,400
Income tax receivables | $2,100
Other receivables (non-trade) | $1,300
Total Current Assets | $103,500
Line Item | Amount ($000s)
Accounts payable (trade) | ($12,800)
Accrued compensation and benefits | ($6,200)
Accrued vacation/PTO | ($1,900)
Other accrued expenses | ($3,100)
Marketplace seller payables | ($14,600)
Deferred revenue | ($5,800)
Customer refund/returns reserve | ($2,400)
Sales and use tax payable | ($1,700)
Current portion of operating lease liabilities | ($3,100)
Income taxes payable (current) | ($1,500)
Gift card and store credit liabilities | ($900)
Total Current Liabilities | ($54,000)
Amount ($000s)
Total Current Assets | $103,500
Less: Total Current Liabilities | ($54,000)
Illustrative Net Working Capital | $49,500
Item | Cross-Reference
Restricted Cash (escrow cash, letter of credit collateral, restricted security deposits) | Section 3.2(a)
Deferred tax assets (current and non-current) | Section 3.2(b)
Intercompany receivables (Company/Subsidiary) | Section 3.2(c)
Related party receivables (Selling Stockholders, officers, directors, Affiliates) | Section 3.2(d)
Equity compensation plan-related assets (stock option plan, RSU plan, deferred compensation trust assets) | Section 3.2(e)
Non-current prepaid expenses (amounts beyond 12-month period following Measurement Time) | Section 3.2(f)
Purchase accounting adjustments, fair value adjustments, and ASC 805 adjustments | Section 3.2(g)

EXHIBIT F

WORKING CAPITAL METHODOLOGY AGREEMENT

SECTION 1: PURPOSE AND GENERAL PRINCIPLES

SECTION 2: DEFINITION OF NET WORKING CAPITAL

SECTION 3: DEFINITION OF CURRENT ASSETS

SECTION 4: DEFINITION OF CURRENT LIABILITIES

SECTION 5: SPECIFIC ACCOUNTING POLICIES AND CONVENTIONS

SECTION 6: ESTIMATION AND FINAL DETERMINATION PROCEDURES

SECTION 7: COOPERATION AND ACCESS

SECTION 8: SAMPLE CALCULATION

SCHEDULE A

INCLUDED PREPAID EXPENSES AND OTHER CURRENT ASSETS CATEGORIES

SCHEDULE B

INCLUDED ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES CATEGORIES

SCHEDULE C

EXCLUDED ITEMS SUMMARY

ACKNOWLEDGMENT

PARTIES TO THE AGREEMENT

CASCADE RETAIL HOLDINGS INC.

NOVAMART GLOBAL INC.

Record

Parties

Dates

Amounts