Contract analysis

I. DEFINITIONS As used in this Consent Order, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement. 1. "CRH" means Cascade Retail Holdings Inc., a Delaware corporation headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119. 2. "Verdana" or "VCG" means Verdana Commerce Group, Inc

II. MODIFIED NON-COMPETITION OBLIGATIONS A. Priya Rathore

11. Defendant Priya Rathore shall be subject to a modified non-competition period of twelve (12) months, commencing on the Resignation Date and continuing through and including February 6, 2026. This twelve-month period represents a reduction from the original eighteen (18)-month non-competition period set forth in Section 7(a) of Ms. Rathore's Amended and Restated Employment Agreement with CRH dated March 15, 2021 (

12. The geographic scope of Ms. Rathore's non-competition obligation shall encompass the entire United States of America, including all fifty states, the District of Columbia, and all territories and possessions thereof.

13. During the modified non-competition period, Ms. Rathore shall be restricted from directly or indirectly engaging in, or being employed by, retained by, or providing services to, any entity in a role involving merchandising, buying, sourcing, category planning, or strategic development functions within any of the Restricted Categories (home goods, seasonal décor, and private-label apparel) at Verdana Commerce Grou

14. Notwithstanding the foregoing, Ms. Rathore is expressly permitted to serve at Verdana in any role that does not involve the Restricted Categories during the non-competition period, provided that any such role does not afford Ms. Rathore access to, or responsibility for, decisions, strategies, or operations relating to the Restricted Categories. Upon the expiration of the twelve-month modified non-competition peri

15. Defendants Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Remaining Individual Defendants") shall each be subject to a modified non-competition period of nine (9) months, commencing on the Resignation Date and continuing through and including November 6, 2025. This nine-month period represents a reduction from the original cont

16. The geographic scope of the non-competition obligations of the Remaining Individual Defendants shall encompass the entire United States of America, including all fifty states, the District of Columbia, and all territories and possessions thereof.

17. During the modified non-competition period, each of the Remaining Individual Defendants shall be restricted from directly or indirectly engaging in, or being employed by, retained by, or providing services to, any entity in a role involving merchandising, buying, sourcing, category planning, or strategic development functions within any of the Restricted Categories (home goods, seasonal décor, and private-label a

18. Notwithstanding the foregoing, each of the Remaining Individual Defendants is expressly permitted to serve at Verdana in any role that does not involve the Restricted Categories during the non-competition period, provided that any such role does not afford the individual access to, or responsibility for, decisions, strategies, or operations relating to the Restricted Categories. Upon the expiration of the nine-mo

19. Nothing in this Consent Order shall be construed to prohibit any Individual Defendant from being employed by Verdana generally, provided that such employment does not violate the category-specific restrictions set forth in Sections II.A and II.B above. The parties acknowledge and agree that the restrictions imposed by this Section II are narrowly tailored to protect CRH's legitimate business interests in its prop

20. For purposes of this Section II, and throughout this Consent Order, "affiliates" of Verdana shall mean and include Greystone Capital Partners, LP, Greystone Capital Fund VII, LP, and any entity that directly or indirectly controls, is controlled by, or is under common control with Verdana Commerce Group, Inc. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to

III. NON-SOLICITATION OBLIGATIONS A. Employee Non-Solicitation

21. Each of the eight Individual Defendants is hereby restrained and enjoined from directly or indirectly soliciting, recruiting, inducing, encouraging, or otherwise attempting to cause any employee of CRH to leave, terminate, or reduce his or her employment with CRH, for a period of eighteen (18) months from the Resignation Date, commencing on February 7, 2025, and continuing through and including August 6, 2026 (th

22. This employee non-solicitation restriction shall apply to all employees of CRH, regardless of department, function, title, level, or geographic location. The parties acknowledge that the scope of this provision is appropriate in light of the nature and seniority of the positions held by the Individual Defendants at CRH, each of whom had extensive cross-functional relationships and broad access to personnel across

23. For purposes of this Section III.A, "indirectly" soliciting, recruiting, inducing, or encouraging includes, without limitation, directing or requesting that any third party—including any employee, agent, recruiter, or representative of Verdana—contact, solicit, recruit, or otherwise attempt to cause a CRH employee to leave CRH's employment.

24. Verdana shall not knowingly direct, assist, encourage, or facilitate any Individual Defendant in violating the employee non-solicitation obligations set forth in this Section III.A. Nothing in this paragraph shall be construed to prohibit Verdana from engaging in general recruitment activities (such as posting job advertisements on public job boards or at career fairs) that are not targeted at CRH employees, prov

25. Each of the eight Individual Defendants is hereby restrained and enjoined from directly or indirectly soliciting, diverting, or attempting to divert business from any of CRH's Top 50 Vendors (as identified in the confidential list filed under seal as Exhibit C to the Settlement Agreement) for a period of twelve (12) months from the Resignation Date, commencing on February 7, 2025, and continuing through and inclu

26. This vendor non-solicitation restriction applies only to solicitation undertaken for the benefit of Verdana or its affiliates (as defined in Section II.C above) and does not restrict the Individual Defendants from maintaining general vendor relationships in non-competing contexts, or from engaging with any of the Top 50 Vendors in connection with employment at any entity other than Verdana or its affiliates, prov

27. For purposes of this Section III.B, "soliciting, diverting, or attempting to divert business" means any direct or indirect effort to cause a Top 50 Vendor to reduce, terminate, or modify its business relationship with CRH in favor of a business relationship with Verdana or its affiliates, or to redirect to Verdana or its affiliates any supply, manufacturing capacity, distribution arrangement, or commercial opport

28. Verdana shall not knowingly direct, assist, encourage, or facilitate any Individual Defendant in violating the vendor non-solicitation obligations set forth in this Section III.B.

IV. CONFIDENTIALITY OBLIGATIONS

29. Each of the eight Individual Defendants is hereby permanently enjoined and restrained from using, disclosing, disseminating, publishing, copying, or transmitting, directly or indirectly, any CRH confidential information or trade secrets, in any form and regardless of the medium in which such information is stored or communicated. This permanent injunction encompasses, without limitation, the following categories

30. The confidentiality obligations set forth in this Section IV are perpetual in nature and shall survive the expiration of all other time-limited provisions of this Consent Order. The parties acknowledge and agree that the information described in this Section IV derives independent economic value from not being generally known to, or readily ascertainable by proper means by, other persons who can obtain economic v

31. Verdana Commerce Group, Inc. is hereby permanently enjoined and restrained from using, disclosing, disseminating, or otherwise exploiting any CRH confidential information or trade secrets that Verdana obtained, directly or indirectly, through any of the Individual Defendants, or through any other means in connection with the events giving rise to this litigation. This permanent injunction applies regardless of wh

V. DATA RETURN AND DESTRUCTION OBLIGATIONS A. Return or Destruction of Exfiltrated Data

32. Within ten (10) business days of April 14, 2025 (the execution date of the Settlement Agreement)—i.e., on or before April 28, 2025—each of the eight Individual Defendants shall return to CRH, or certify under oath to the complete destruction of, all Exfiltrated Data, comprising the fourteen thousand three hundred twenty-seven (14,327) files (approximately 2.8 gigabytes) identified in the Pinnacle Forensic Report,

33. Each Individual Defendant shall execute and deliver to CRH's counsel a sworn certification of compliance with Paragraph 32 above, in substantially the form attached as Exhibit B to the Settlement Agreement (the "Data Destruction Certification"). Each Data Destruction Certification shall be notarized and shall include a detailed description of the steps taken by the Individual Defendant to identify, locate, and de

34. Verdana shall conduct, at its own expense, a comprehensive search and purge of all CRH-origin data from its information technology systems, servers, devices, workstations, email systems, collaboration platforms, cloud storage environments, backup media, and any other storage media in Verdana's possession, custody, or control (the "Verdana Data Purge"). The Verdana Data Purge shall encompass all data that originat

35. Verdana shall certify compliance with the Verdana Data Purge under oath, through an affidavit executed by Verdana's Chief Information Officer or a comparably senior officer, within ten (10) business days of April 14, 2025—i.e., on or before April 28, 2025. Such certification shall describe in reasonable detail the scope and methodology of the search and purge, the systems and storage media examined, and the resul

36. Verdana shall permit, and shall fully cooperate with, an independent forensic audit of its information technology systems, servers, devices, workstations, email systems, collaboration platforms, cloud storage environments, backup media, and any other storage media, to be conducted by Pinnacle Forensics LLC (Dr. Rajiv Anand, Engagement Lead; 8700 Georgia Avenue, Suite 300, Silver Spring, MD 20910) (the "Forensic A

37. The forensic audit shall be commenced within ten (10) business days of Verdana's delivery of its sworn certification of compliance under Paragraph 35 and shall be completed within forty-five (45) days of April 14, 2025—i.e., on or before May 29, 2025. The Forensic Auditor shall have full access to Verdana's systems and storage media as reasonably necessary to conduct a thorough audit, subject to the confidentiali

38. Verdana shall bear the full cost of the forensic audit, including all fees, expenses, and costs of the Forensic Auditor, subject to an aggregate fee cap of One Hundred Seventy-Five Thousand Dollars ($175,000.00). In the event that the actual cost of the forensic audit exceeds this cap, any additional costs shall be borne equally by Verdana and CRH, unless otherwise ordered by the Court.

39. Upon completion of the forensic audit, Pinnacle Forensics LLC shall prepare a written report of its findings (the "Forensic Audit Report") and shall deliver the Forensic Audit Report simultaneously to counsel for all parties and to the Court. The Forensic Audit Report shall be filed under seal pursuant to the Protective Order entered in this action.

40. If the Forensic Audit Report identifies any CRH-origin data remaining on Verdana's systems, servers, devices, or storage media, Verdana shall immediately destroy all such data under the supervision of the Forensic Auditor, and shall re-certify compliance under oath within five (5) business days of such destruction. Any failure by Verdana to promptly destroy CRH-origin data identified in the Forensic Audit Report

41. The following monetary terms, set forth in the Settlement Agreement, are incorporated herein by reference and are enforceable as obligations under this Consent Order: (a) Verdana Settlement Payment. Verdana shall pay to CRH the sum of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000.00) as a lump-sum settlement payment (the "Settlement Payment"), by wire transfer of immediately available funds to an

42. The total economic recovery to CRH under the Settlement Agreement and this Consent Order is Ten Million Twenty-Four Thousand Five Hundred Dollars ($10,024,500.00), calculated as follows:

43. Any failure by Verdana to make the Settlement Payment or the Cost Reimbursement within the time periods specified in Paragraph 41(a) and (b) above shall constitute a violation of this Consent Order, enforceable through contempt proceedings before this Court. In the event of such failure, interest shall accrue on any unpaid amount at the rate of one percent (1%) per month (twelve percent (12%) per annum), compound

VII. APPOINTMENT OF INDEPENDENT COMPLIANCE MONITOR A. Appointment.

44. The Court hereby approves the appointment of Aldwyn Compliance Solutions LLC, 1700 Market Street, Suite 2800, Philadelphia, PA 19103, as the independent compliance monitor (the "Compliance Monitor") in this matter. The Court finds that Aldwyn Compliance Solutions LLC possesses the requisite qualifications, independence, and experience to serve in this capacity, and that the appointment of a compliance monitor is

45. The Compliance Monitor shall serve for a term of twelve (12) months, commencing on April 14, 2025, and expiring on April 14, 2026 (the "Monitoring Period"), unless extended by further order of this Court upon application by any party or upon recommendation of the Compliance Monitor. B. Scope and Duties

46. During the Monitoring Period, the Compliance Monitor shall perform the following duties: (a) Conduct quarterly verification of compliance by the Individual Defendants and Verdana with the modified non-competition obligations set forth in Section II of this Consent Order; (b) Conduct quarterly verification of compliance by the Individual Defendants and Verdana with the non-solicitation obligations set forth in Sec

47. The quarterly reports shall be due within fifteen (15) days following the end of each calendar quarter during the Monitoring Period, with the first report due on or before July 15, 2025. Each report shall be filed with the Court under seal pursuant to the Protective Order entered in this action, and copies shall be served simultaneously upon counsel for all parties. C. Cost Allocation

48. The total estimated cost of the Compliance Monitor's services during the Monitoring Period is Three Hundred Sixty Thousand Dollars ($360,000.00), inclusive of fees and reasonable expenses. The costs of the Compliance Monitor shall be allocated as follows: (a) Verdana shall bear sixty percent (60%) of the Compliance Monitor's fees and expenses, in the estimated amount of Two Hundred Sixteen Thousand Dollars ($216,

49. If the actual fees and expenses of the Compliance Monitor exceed the estimated total of $360,000.00, the parties shall bear such excess costs in the same 60/40 allocation (Verdana/CRH). In the event of a dispute regarding the reasonableness of any fees or expenses of the Compliance Monitor, any party may apply to this Court for a determination. D. Cooperation.

50. All parties and their counsel shall cooperate fully and in good faith with the Compliance Monitor in the performance of its duties, including providing timely access to personnel, documents, records, systems, and information as reasonably requested by the Compliance Monitor. The parties acknowledge that such cooperation is essential to the effective functioning of the compliance monitoring process and to the prot

51. The specific terms of the information-sharing and access framework governing the Compliance Monitor's work, including protocols for document requests, interview scheduling, confidentiality protections, and privilege issues, are set forth in the Letter Agreement Among CRH, Verdana, and Aldwyn Compliance Solutions LLC, executed as of April 14, 2025 (the "Monitor Letter Agreement"), a copy of which is attached as Ex

52. If, at any time during the Monitoring Period, the Compliance Monitor identifies a suspected violation of any provision of this Consent Order, the Compliance Monitor shall promptly notify all parties and the Court in writing, providing a detailed description of the suspected violation, the evidence supporting the Compliance Monitor's finding, and any recommended corrective measures.

53. Upon receipt of a report of a suspected violation from the Compliance Monitor, the Court retains full authority to schedule a hearing on such report on an expedited basis, to issue such interim relief as may be appropriate, and to impose appropriate remedies for any confirmed violation, including the remedies set forth in Section X of this Consent Order.

VIII. MUTUAL NON-DISPARAGEMENT

54. The mutual non-disparagement provisions set forth in Exhibit E to the Settlement Agreement are hereby incorporated herein by reference and are enforceable as obligations under this Consent Order.

55. CRH, each of the Individual Defendants, and Verdana shall refrain from making any public or private statements that are disparaging, defamatory, or derogatory regarding any other party hereto, or regarding the officers, directors, employees, agents, or representatives of any other party hereto, in connection with the events, circumstances, allegations, claims, and defenses giving rise to this litigation, the nego

56. Notwithstanding the foregoing, the non-disparagement obligations set forth in this Section VIII shall not restrict or prohibit any party from: (a) making truthful statements in connection with any judicial, arbitral, administrative, or regulatory proceeding, including depositions, hearings, and trial testimony; (b) making disclosures required by applicable law, rule, or regulation, including without limitation di

IX. DISSOLUTION OF TEMPORARY RESTRAINING ORDER

57. Upon entry of this Consent Order, the Temporary Restraining Order entered by this Court on March 7, 2025 (the "TRO") is hereby dissolved, vacated, and of no further force or effect, as the obligations set forth in this Consent Order fully supersede the restrictions imposed by the TRO.

58. The injunction bond posted by CRH in connection with the TRO, Bond No. BSC-2025-TRO-04419, in the principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00), issued by Broadview Surety Corp., 175 Water Street, Suite 2400, New York, NY 10038, shall be released and discharged in its entirety upon entry of this Consent Order. Plaintiff's counsel shall promptly deliver to Broadview Surety Corp. a c

59. The Court of Chancery of the State of Delaware retains exclusive jurisdiction over the parties to this Consent Order—CRH, each of the Individual Defendants, and Verdana—for all purposes relating to the interpretation, implementation, enforcement, and modification of the terms of this Consent Order and the Settlement Agreement.

60. Any party may apply to this Court for relief upon a breach or threatened breach of any obligation set forth in this Consent Order, including by way of motion for contempt, motion for injunctive relief, or such other application as may be appropriate under the circumstances. The Court may, in its discretion, impose appropriate remedies for any violation of this Consent Order, including but not limited to: (a) mone