Extract to table

The parties have agreed that the Delaware Court of Chancery (or, if the Court of Chancery lacks subject matter jurisdiction, any other state or federal court sitting in the State of Delaware) shall have exclusive jurisdiction over any disputes arising out of or relating to the SPA, with the exception that indemnification disputes shall be subject to the specific resolution procedures set forth in Article IX of the SPA, including the escalation and arbitration mechanisms described therein

Claims for indemnification based on breaches of general representations and warranties must be asserted by written notice delivered to the Stockholder Representative within this survival period

Claims must exceed this retention threshold before the policy responds

Termination Provisions The SPA contains mutual termination rights, subject to the payment of termination fees in specified circumstances: • Reverse Termination Fee: In the event the SPA is terminated due to Cascade's failure to consummate the closing where all conditions to Cascade's obligations have been satisfied or waived, or due to Cascade's willful breach of the SPA, Cascade shall pay to the Stockholder Representative (on behalf of the Selling Stockholders) a reverse termination fee of Thirty Million Dollars ($30,000,000), representing 2

• Forward Termination Fee: In the event the SPA is terminated due to a material breach by NovaMart or the Selling Stockholders that is not cured within the applicable cure period specified in the SPA, or due to NovaMart's acceptance of a Superior Proposal (as defined in the SPA), the Selling Stockholders shall pay to Cascade a forward termination fee of Thirty Million Dollars ($30,000,000), also representing 2

HSR / Antitrust Clearance The expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), must have occurred