Extract to table

Except for Sections 12 (Exclusivity), 13 (Confidentiality), 14 (Expenses), 15 (Non-Binding Nature), 16 (Governing Law), and 17 (Miscellaneous), which are intended to be and shall be legally binding upon execution of this LOI, this LOI does not constitute a binding agreement and shall not create any obligation on the part of any party to consummate the proposed Transaction or to enter into a Definitive Agreement

2 Purchase Price The aggregate purchase price for one hundred percent (100%) of the issued and outstanding shares of capital stock of NovaMart shall be One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Purchase Price"), payable entirely in cash in immediately available funds at Closing

To the extent that due diligence reveals material discrepancies in the financial or operational data underlying the Purchase Price, the parties may discuss appropriate adjustments in the context of the Definitive Agreement negotiations, although no obligation to adjust the Purchase Price shall arise from this LOI

The Escrow Account shall be established pursuant to an escrow agreement to be executed at Closing by Cascade, the Stockholder Representative, and the Escrow Agent (the "Escrow Agreement"), the terms of which shall be negotiated in good faith and set forth in the Definitive Agreement or as an exhibit thereto

The Escrow Amount shall serve as security for the indemnification obligations of the Selling Stockholders under the Definitive Agreement as described in Section 1

The Escrow Amount shall be held in the Escrow Account for a period of twenty-four (24) months following the Closing Date (the "Escrow Period")