Contract analysis

I. PREAMBLE AND INTRODUCTORY RECITALS This Timing Agreement (the "Agreement") is entered into as of the date last set forth on the signature pages hereto, by and between: (a) Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119, and whose common stock i

II. DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: "Acquiring Person" means Cascade Retail Holdings Inc., a Delaware corporation. "Acquired Person" means NovaMart Global Inc., a Delaware corporation. "Agreement" means this Timing Agreement, including all appendices attached hereto, as the same may be amended, modified, or supplemented from time to time in accordanc

III. COMMITMENTS REGARDING SUBSTANTIAL COMPLIANCE WITH THE SECOND REQUEST A. Cascade's Certification Obligations Cascade shall use its reasonable best efforts to substantially comply with the Second Request as expeditiously as practicable. Cascade has assembled a comprehensive document review team, has initiated custodian interviews, and has commenced the collection, processing, review, and production of responsive d

IV. POST-CERTIFICATION REVIEW PERIOD A. Duration of Review Period Following the Division's receipt of the Certifications of Substantial Compliance from both Cascade and NovaMart, the Division shall have a review period (the "Review Period") of sixty (60) calendar days to complete its investigation of the Transaction and to determine whether to: (i) challenge the Transaction by filing a complaint or seeking injunctive

V. PRE-CONSUMMATION NOTICE AND WAITING OBLIGATIONS A. Notice of Intent to Consummate Cascade shall provide the Division with not less than ten (10) business days' prior written notice of its intent to consummate the Transaction (the "Notice of Intent to Close"). The Notice of Intent to Close shall be delivered to the Division's designated contact(s) identified in Section XII.A of this Agreement and shall be signed by

VI. PULL-AND-REFILE PROCEDURES A. Right to Withdraw and Refile In the event that the HSR waiting period (as extended by the Second Request and this Agreement) would expire before the parties are prepared to close the Transaction, or if the Division requests that the parties withdraw and refile their HSR notifications in order to restart the waiting period and preserve the Division's ability to seek injunctive relief

VII. RESERVATION OF DIVISION'S RIGHTS TO SEEK RELIEF A. Right to File Suit Nothing in this Agreement shall be construed to limit, waive, or otherwise affect the Division's authority or right to file a complaint or to seek injunctive, equitable, or other relief under Section 7 of the Clayton Act, 15 U.S.C. § 18, Section 1 or Section 2 of the Sherman Act, 15 U.S.C. §§ 1–2, or any other applicable provision of federal o

VIII. CASCADE'S COMMITMENTS REGARDING THE TRANSACTION PENDING REVIEW A. No Consummation During Review Cascade commits that it will not consummate the Transaction during the pendency of the Division's review under this Agreement, except as specifically provided in Section V of this Agreement. For purposes of this provision, "consummation" includes the closing of the stock purchase, the transfer of NovaMart's capital s

IX. COOPERATION AND INFORMATION SHARING A. Cascade's Ongoing Cooperation Cascade agrees to cooperate fully and in good faith with the Division's investigation of the Transaction throughout the duration of this Agreement. Without limiting the generality of the foregoing, Cascade's cooperation obligations include: (i) Making officers, executives, employees, and other personnel of Cascade available for interviews, depos

X. CONFIDENTIALITY A. Treatment of Confidential Business Information The Division agrees to treat all confidential business information, documents, data, and materials produced by Cascade and NovaMart in connection with this investigation in accordance with the Division's standard procedures for handling confidential materials, including the provisions of the HSR Act, 15 U.S.C. § 18a, the Antitrust Civil Process Act,

XI. MODIFICATIONS, WAIVERS, AND TERMINATION A. Amendments This Agreement may be amended, modified, or supplemented only by a written instrument executed by authorized representatives of both Cascade and the Division. No oral agreement, understanding, or course of dealing between the parties shall be deemed to amend or modify any provision of this Agreement. Any amendment shall specify the sections or provisions being

XII. GENERAL PROVISIONS A. Notices All notices, requests, demands, consents, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by overnight courier (with confirmation of delivery), when transmitted by electronic mail (with confirmation of receipt), or when sent by registered or certified mail, return receipt requested, po

XIII. SIGNATURES IN WITNESS WHEREOF, the parties have caused this Timing Agreement to be executed by their duly authorized representatives as of the date(s) set forth below. CASCADE RETAIL HOLDINGS INC. By: ________ Name: Elena Vasquez-Bright Title: General Counsel Date: ________ COUNSEL TO CASCADE RETAIL HOLDINGS INC. By: ________ Name: Howard Bellamy Title: Specialist Partner, Antitrust & Competition Firm: Calderwo