Contract analysis

I. INTRODUCTORY RECITALS This Stipulation of Settlement and [Proposed] Consent Order (this "Stipulation") is entered into as of April 14, 2025, by and among the following parties: Plaintiff Cascade Retail Holdings Inc. ("CRH" or "Plaintiff"), a Delaware corporation organized and existing under the laws of the State of Delaware, with its principal headquarters located at 2200 Elliott Avenue West, Suite 3400, Seattle,

II. RECITALS A. Background of the Action WHEREAS, on March 5, 2025, Plaintiff filed a Verified Complaint (the "Complaint") in this action, docketed as Civil Action No. 2025-0198-MTZ, asserting five (5) causes of action against Defendants, as follows: (1) Count I — Breach of Restrictive Covenant, asserted against all Individual Defendants, alleging that each Individual Defendant violated the non-competition and non-so

Section 1. Definitions 1.1. All capitalized terms used but not otherwise defined in this Stipulation shall have the meanings ascribed to them in the Settlement Agreement. 1.2. As used in this Stipulation, the following terms shall have the meanings set forth below: (a) "Compliance Monitor" means Aldwyn Compliance Solutions LLC, an independent compliance monitoring firm appointed by the Parties pursuant to Section 3.6

Section 2. Incorporation of Settlement Agreement 2.1. The Parties hereby stipulate and agree that the Settlement Agreement, attached hereto as Exhibit 1 and incorporated herein by reference in its entirety, sets forth the binding and enforceable terms of the Parties' settlement of this action, and that the Settlement Agreement constitutes a valid and binding agreement among the Parties, enforceable in accordance with

Section 3. Summary of Material Settlement Terms The following is a summary of the material terms of the Settlement Agreement. This summary is provided for the convenience of the Court and the Parties and is qualified in its entirety by reference to the Settlement Agreement itself. 3.1 Modified Non-Competition Obligations (a) Priya Rathore. Defendant Priya Rathore agrees to a modified non-competition obligation of twe

Section 4. Request for Entry of Consent Order 4.1. The Parties jointly and respectfully request that this Court enter the [Proposed] Consent Order in the form attached hereto as Exhibit 2. The Parties represent and warrant that the terms of the Consent Order have been negotiated and agreed upon by all Parties, through their respective counsel, in an arm's-length transaction and that no Party has been coerced or undul

Section 5. Dissolution of Temporary Restraining Order 5.1. Upon entry of the Consent Order by this Court, the Temporary Restraining Order entered by this Court on March 7, 2025 shall be automatically dissolved and superseded in its entirety by the terms and conditions of the Consent Order. The Consent Order shall be the sole operative injunctive order in this action. 5.2. Following entry of the Consent Order and diss

Section 6. Dismissal 6.1. Within thirty (30) days following the expiration of the twelve (12)-month Monitoring Period (i.e., on or about May 14, 2026, but in any event no later than thirty (30) days after the Compliance Monitor delivers its final certification), and provided that the Compliance Monitor has certified full compliance by all Defendants with the terms of the Consent Order and the Settlement Agreement, th

Section 7. Retained Jurisdiction This Court shall retain continuing jurisdiction over the Parties and this action for all purposes related to the enforcement of the Consent Order and the Settlement Agreement, the resolution of any disputes arising under or in connection with the Settlement Agreement, this Stipulation, or the Consent Order, and the entry of such further orders, decrees, or judgments as this Court may

Section 8. No Admission of Liability 8.1. This Stipulation, the Settlement Agreement, and the Consent Order do not constitute, and shall not be construed as, an admission of liability, wrongdoing, fault, or the validity or invalidity of any claim or defense by any Party. The Individual Defendants and Verdana expressly deny any liability for the claims asserted in the Complaint, and CRH expressly denies the validity o

Section 9. Exhibits The following exhibits are attached hereto and incorporated herein by reference: Exhibit 1: Standstill and Settlement Agreement dated as of April 14, 2025, together with the following exhibits thereto: Exhibit A — Modified Restrictive Covenant Terms Exhibit B — Data Return and Destruction Protocol Exhibit C — List of Top 50 CRH Vendors (to be filed under seal pursuant to Paragraph 11 of the Consen

Section 10. Authority 10.1. Each Party represents and warrants to the other Parties that it has the full power, authority, and legal capacity to enter into this Stipulation and the Settlement Agreement and to perform all of its obligations hereunder and thereunder. 10.2. CRH represents and warrants that its Board of Directors has duly authorized and approved the execution and delivery of the Settlement Agreement and

Section 11. Governing Law This Stipulation and the Settlement Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflicts-of-law principles that would cause the application of the laws of any other jurisdiction.

Section 12. Counterparts and Execution 12.1. This Stipulation may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. The exchange of counterpart signature pages by facsimile transmission or by electronic mail in portable document format (.pdf) shall be sufficient to bind the Parties. 12.2. Facsimile an

Section 13. Entire Agreement This Stipulation, together with the Settlement Agreement and all exhibits, schedules, and attachments thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, and agreements, whether written or oral, relating to such subject matt

IV. SIGNATURE BLOCKS IN WITNESS WHEREOF, the Parties have executed this Stipulation of Settlement and [Proposed] Consent Order as of the date first written above. PLAINTIFF: CASCADE RETAIL HOLDINGS INC. By: ________ Name: Theresa Yun-Park Title: General Counsel Date: April __, 2025 Of Counsel / Attorneys for Plaintiff: CALDERWOOD & HARKNESS LLP By: ________ Bernard Crawford (DE Bar No. 5327) 1301 K Street NW, Suite 1

V. EXHIBIT 2: [PROPOSED] CONSENT ORDER INCORPORATING MODIFIED RESTRICTIVE COVENANTS IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CONSENT ORDER INCORPORATING MODIFIED RESTRICTIVE COVENANTS Upon consideration of the Stipulation of Settlement and [Proposed] Consent Order filed by the Parties on April 14, 2025, the Settlement Agreement dated as of April 14, 2025 attached thereto as Exhibit 1, all exhibits to the Set

VI. CERTIFICATE OF SERVICE I, Bernard Crawford, hereby certify that on April 14, 2025, a true and correct copy of the foregoing Stipulation of Settlement and [Proposed] Consent Order, together with all exhibits attached thereto (including Exhibit 1 — Standstill and Settlement Agreement and all exhibits thereto, and Exhibit 2 — [Proposed] Consent Order Incorporating Modified Restrictive Covenants), was served upon all