Contract analysis

Section 1: Definitions As used in this Stipulation, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement or the Consent Order, as applicable. 1.1 "Settlement Agreement" means the Standstill and Settlement Agreement dated as of April 14, 2025, among Plaintiff, the Individual Defendants, and

Section 2: Contingent Dismissal Mechanism 2.1 Filing Contingency. The Parties acknowledge and agree that this Stipulation is being executed prior to the expiration of the Monitoring Period and prior to the satisfaction of all conditions precedent set forth in Section 3 hereof. Accordingly, this Stipulation, upon execution by all Parties, shall be held in escrow by counsel for Plaintiff, Calderwood & Harkness LLP (Mat

Section 3: Conditions Precedent to Filing The filing of this Stipulation and the submission of the Proposed Order of Dismissal are subject to the satisfaction of each and every one of the following conditions precedent: 3.1 Full Monetary Compliance. (a) Lump-Sum Settlement Payment. Verdana shall have paid to CRH the lump-sum settlement payment in the amount of Eight Million Seven Hundred Fifty Thousand Dollars ($8,75

Section 4: Representations and Acknowledgments 4.1 Authority. (a) Each Party represents and warrants that it has the full right, power, and authority to execute and deliver this Stipulation and to perform its obligations hereunder. (b) CRH represents and warrants that the execution and delivery of this Stipulation has been duly authorized by its Board of Directors, as evidenced by the Board Resolution Ratifying Settl

Section 5: Dispute Resolution and Non-Compliance Procedures 5.1 Compliance Monitor Findings of Non-Compliance. In the event that the Compliance Monitor's final Compliance Certification identifies any instance of material non-compliance by any Party with the terms of the Settlement Agreement or the Consent Order, the following procedures shall apply: (a) The Compliance Monitor shall specify in writing, as part of or i

Section 6: Survival of Certain Obligations 6.1 The Parties acknowledge and agree that certain obligations under the Settlement Agreement are intended to survive, and shall survive, the filing of this Stipulation, the entry of the Order of Dismissal, and the dismissal of this action with prejudice. Such surviving obligations include, without limitation: (a) The eighteen (18)-month employee non-solicitation obligation

Section 7: Release Confirmation 7.1 Upon the filing of this Stipulation with the Court and the entry of the Order of Dismissal, the mutual releases set forth in Section 10 of the Settlement Agreement shall become fully effective and irrevocable in accordance with their terms. 7.2 The mutual releases encompass all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bond

Section 8: Injunction Bond 8.1 The Parties acknowledge that the injunction bond posted by CRH through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419), in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), was discharged in full upon the dissolution of the TRO and the entry of the Consent Order on or about April 14, 2025, in accordance with the terms of the Consent Order and the order of this C

Section 9: Miscellaneous Provisions 9.1 Counterparts. This Stipulation may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Stipulation by facsimile, email with PDF attachment, or other electronic means shall be effective as delivery of a ma

1. All claims asserted in the Verified Complaint filed March 5, 2025, in this action — including Count I (Breach of Restrictive Covenant), Count II (Breach of Confidentiality Obligations), Count III (Misappropriation of Trade Secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq.), Count IV (Tortious Interference with Contractual Relations), and Count V (Civil Conspiracy) — are hereby DISMISSE

2. This dismissal is on the merits and with prejudice, and shall operate as an adjudication on the merits pursuant to Court of Chancery Rule 41(b).

3. Each Party shall bear its own attorneys' fees and costs incurred in connection with this action, except as otherwise provided in the Settlement Agreement dated April 14, 2025, among the Parties.

4. The Consent Order Incorporating Modified Restrictive Covenants entered by this Court on or about April 14, 2025, is hereby DISSOLVED, and this Court's retained jurisdiction thereunder is TERMINATED; provided, however, that the surviving contractual obligations of the Parties under the Settlement Agreement shall remain in full force and effect and shall be enforceable in any court of competent jurisdiction in accor

5. This case is hereby CLOSED. ________________________________________ Vice Chancellor Margaret T. Zhao Date: ________ CERTIFICATE OF SERVICE I, James Underwood, hereby certify that on the date indicated below, a true and correct copy of the foregoing Stipulation for Dismissal with Prejudice Pursuant to Court of Chancery Rule 41(a)(2), together with the attached Exhibit 1 ([Proposed] Order of Dismissal with Prejudic