Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Antitrust Counsel" means: (a) with respect to Cascade, Calderwood & Harkness LLP (Howard Bellamy, Specialist Partner, Antitrust & Competition, 599 Lexington Avenue, 38th Floor, New York, New York 10022) and Whitfield & Crane LLP (Gabriela Montoya, Partner, 1200 New Hampshire Avenue NW, Suite 500, Washi

Section 1.2 — Competitively Sensitive Information (a) Definition. "Competitively Sensitive Information" or "CSI" means any non-public information of either Party that relates to competitive strategy, pricing, margins, customer-specific terms, supplier-specific terms, vendor costs, bidding strategies, future product or service plans, marketing plans, advertising strategies, promotional campaigns, customer acquisition

Section 1.3 — Categories of Information For purposes of this Agreement, all information exchanged between the Parties in connection with the Transaction shall be classified into one of three tiers, as follows: (a) Tier 1 — Public/Non-Sensitive Information. Information that is publicly available (including information contained in public filings, press releases, published reports, or otherwise available in the public

ARTICLE II — CLEAN TEAM COMPOSITION AND DESIGNATION

Section 2.1 — General Principles (a) Each Party shall designate a limited number of individuals as Clean Team Members, taking into account the principle that access to HCI should be limited to those individuals who have a legitimate and demonstrable need for such access in connection with evaluating, negotiating, and consummating the Transaction. (b) No individual who is primarily responsible for day-to-day competiti

Section 2.2 — Buyer's Clean Team (a) Cascade Internal Designees. The following individuals employed by Cascade are designated as members of the Buyer's Clean Team and are listed on Exhibit A: (i) Theodore "Ted" Langford, Senior Vice President, Corporate Development — Clean Team Lead for Cascade. Mr. Langford shall serve as the primary point of contact for all Clean Team matters on behalf of Cascade and shall be respo

Section 2.3 — Seller's Clean Team (a) NovaMart Internal Designees. The following individuals employed by NovaMart are designated as members of the Seller's Clean Team and are listed on Exhibit A: (i) Douglas "Doug" Whitfield, Chief Financial Officer — Clean Team Lead for NovaMart. Mr. Whitfield shall serve as the primary point of contact for all Clean Team matters on behalf of NovaMart and shall be responsible for co

Section 2.4 — Modifications to Clean Team Membership (a) Additions. Either Party may propose additions to the Clean Team by delivering written notice to the other Party's Antitrust Counsel, identifying the proposed individual by name, title, organizational affiliation, and the specific reason for the proposed addition. No individual may be added to the Clean Team without the prior written consent of both Parties' Ant

ARTICLE III — DESIGNATION AND HANDLING OF HIGHLY CONFIDENTIAL INFORMATION

Section 3.1 — Designation Procedures (a) Marking Requirement. NovaMart, as the Disclosing Party for purposes of the due diligence process, shall mark or designate all HCI documents and materials with the legend "HIGHLY CONFIDENTIAL — CLEAN TEAM ONLY" in a prominent and conspicuous manner before any such documents or materials are disclosed to Cascade or its representatives. For electronic documents, such designation

Section 3.2 — Examples of HCI in this Transaction (a) Categories Likely to Be Designated HCI. Based on the nature of the Parties' respective businesses and the competitive landscape of the online marketplace and ecommerce sector, the following categories of information are expected to be designated as HCI (Tier 3) in connection with this Transaction: (i) NovaMart seller-level take-rate data and commission schedules,

Section 3.3 — Data Room Protocols (a) Segregated Access. All HCI shall be placed in a separate, access-restricted section (the "Clean Team Room") of NovaMart's electronic data room. The Clean Team Room shall be technically segregated from other sections of the data room through the use of role-based access controls, and access to the Clean Team Room shall be limited exclusively to Clean Team Members as identified on

ARTICLE IV — FIREWALLS AND INFORMATION BARRIERS

Section 4.1 — Firewall Obligations (a) Clean Team Members shall not disclose, discuss, share, communicate, transmit, or otherwise make available HCI or the substance thereof to any Non-Clean Team Personnel of their respective organizations, whether orally, in writing, electronically, or by any other means, except as expressly permitted by this Agreement (including through the preparation and dissemination of Screened

Section 4.2 — Cascade-Specific Firewall (a) HCI received by Cascade's Clean Team Members shall not be disclosed, directly or indirectly, to any of the following categories of Cascade personnel: (i) Cascade personnel responsible for day-to-day pricing decisions for the CascadeDirect.com online marketplace, including the pricing analytics team, the category management team, and the dynamic pricing group; (ii) Cascade p

Section 4.3 — Screened Summaries and Board-Level Communications (a) Preparation of Screened Summaries. Clean Team Members may prepare Screened Summaries of HCI findings for use by Non-Clean Team Personnel (including the Cascade Board of Directors and Margaret "Meg" Alderton, CEO) solely for the purpose of evaluating and approving the Transaction. Screened Summaries may include high-level conclusions, observations, an

Section 4.4 — NovaMart-Specific Firewall (a) Any Cascade CSI provided to NovaMart's Clean Team in connection with the Transaction shall not be disclosed, directly or indirectly, to NovaMart personnel responsible for competitive decision-making vis-à-vis Cascade, including, without limitation, NovaMart personnel responsible for marketplace pricing, seller acquisition and relations, marketing strategy, platform develop

ARTICLE V — PERMITTED AND RESTRICTED USES OF INFORMATION

Section 5.1 — Permitted Uses HCI and other CSI received by either Party in connection with the Transaction may be used solely for the following purposes, and for no other purpose: (a) Evaluating whether to proceed with the Transaction, including assessing the strategic rationale, business fit, and risk profile of the proposed acquisition; (b) Conducting due diligence in connection with the Transaction, including fina

Section 5.2 — Restricted Uses Under no circumstances may CSI or HCI received by either Party in connection with the Transaction be used for any of the following purposes: (a) Making or influencing any pricing, marketing, bidding, or competitive decision of either Party, whether in the online marketplace sector, brick-and-mortar retail sector, logistics sector, or any other line of business, or otherwise exploiting su

Section 5.3 — Gun-Jumping Prohibition (a) Continued Independence. The Parties acknowledge and agree that, prior to the closing of the Transaction and the expiration or early termination of the applicable waiting period under the HSR Act (or receipt of affirmative clearance from the DOJ or FTC, as applicable), Cascade and NovaMart must continue to operate as independent, separate companies. Each Party shall make its o

ARTICLE VI — COMPLIANCE AND MONITORING

Section 6.1 — Antitrust Counsel Oversight (a) Cascade Antitrust Counsel. Howard Bellamy of Calderwood & Harkness LLP and Gabriela Montoya of Whitfield & Crane LLP shall serve as the primary Antitrust Counsel overseeing compliance with this Agreement on behalf of Cascade. Mr. Bellamy and Ms. Montoya (or their designees) shall have the right to: (i) review any materials designated as HCI or CSI before such materials ar

Section 6.2 — Periodic Compliance Reviews (a) Antitrust Counsel for both Parties shall conduct periodic compliance reviews, no less frequently than once per calendar month, to confirm adherence to the Firewall, the use restrictions set forth in Article V, the data room protocols set forth in Section 3.3, and all other obligations under this Agreement. Such compliance reviews may include, without limitation, review of

Section 6.3 — Training (a) Within five (5) business days of the execution of this Agreement, Antitrust Counsel for both Parties shall conduct comprehensive antitrust compliance training for all Clean Team Members (including Outside Advisor Clean Team members, to the extent not already trained in connection with their professional roles). The training shall be conducted jointly by Howard Bellamy (Calderwood & Harkness

Section 6.4 — Record-Keeping (a) A detailed log of all HCI disclosures shall be maintained by Antitrust Counsel for each Party. The log shall record, at a minimum, the following information for each disclosure: (i) the identity of the document or material disclosed (by document name, Bates number, or other unique identifier); (ii) the identity of the recipient (by name, title, and organizational affiliation); (iii) t

ARTICLE VII — INTERACTION WITH HSR FILING AND REGULATORY PROCEEDINGS

Section 7.1 — HSR Act Filings (a) Anticipated Filing Date. The Parties anticipate filing the HSR Notification and Report Forms with the FTC and DOJ on or about April 11, 2025 (the "Filing Date"). The initial thirty (30)-day statutory waiting period under the HSR Act is expected to expire on or about May 11, 2025, subject to early termination of the waiting period by the FTC and DOJ or the issuance of a request for ad