Contract analysis

Section 1: Definitions As used in this Letter Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Letter Agreement shall have the meanings ascribed to them in the Settlement Agreement, the Consent Order, or the Engagement Letter, as applicable. "Confidential Monitor Information" means all information received or generated by the Monitor in connection

Section 2: Scope of Monitor Access and Information-Sharing Rights 2.1 Verdana's Obligations Verdana acknowledges and agrees that, during the Monitoring Period, it shall provide the Monitor with reasonable access to the following categories of information and records, subject to the confidentiality protections set forth in Section 6 and the procedural requirements set forth in Sections 4 and 5: (a) Personnel Records a

Section 3: Quarterly Reporting Procedures 3.1 Report Schedule The Monitor shall prepare and deliver Quarterly Reports in accordance with the following schedule: (a) First Quarterly Report: Due no later than July 14, 2025, covering the period from April 14, 2025 through July 13, 2025. (b) Second Quarterly Report: Due no later than October 14, 2025, covering the period from July 14, 2025 through October 13, 2025. The P

Section 4: Document Request and Production Procedures 4.1 Request Protocol The Monitor shall submit all document requests to the designated points of contact at CRH and Verdana (as identified pursuant to Sections 2.1 and 2.2, respectively) in writing, whether by email or formal correspondence. Each document request shall be reasonably specific in its description of the categories of documents sought and shall be tail

Section 5: Interview Procedures 5.1 Scheduling. The Monitor shall provide not less than ten (10) business days' written notice to the designated point of contact at the relevant party (CRH or Verdana, as applicable) prior to conducting any interview. The notice shall identify the proposed interviewee, the general subject matter of the interview, and the proposed date, time, and location (or videoconference platform)

Section 6: Confidentiality and Use Restrictions 6.1 Confidentiality of Monitor Information All Confidential Monitor Information shall be treated as strictly confidential by all Parties and their respective counsel. No Party shall disclose Confidential Monitor Information to any third party, except: (a) as required by applicable law, regulation, or valid court order; (b) as necessary for enforcement proceedings under

Section 7: Escalation and Suspected Violations 7.1 Notification of Suspected Violations If, during the course of performing its monitoring duties, the Monitor identifies facts, circumstances, documentation, or other information suggesting a potential violation of the Modified Covenants or the Data Destruction Obligations by any Individual Defendant, Verdana, or any other person or entity subject to the terms of the S

Section 8: Costs and Expenses 8.1 Monitor Fees The total estimated fees for the Monitor's services during the twelve (12)-month Monitoring Period are Three Hundred Sixty Thousand Dollars ($360,000). Such fees shall be allocated between the Parties as follows: (a) Verdana share (60%): Two Hundred Sixteen Thousand Dollars ($216,000). (b) CRH share (40%): One Hundred Forty-Four Thousand Dollars ($144,000). Monitor fees

Section 9: Independence of the Monitor Aldwyn Compliance Solutions LLC hereby confirms and represents that it is independent of, and has no financial interest in or material business relationship with, any of the following: CRH; Verdana; Greystone Capital Partners LP (a principal investor in Verdana); Calderwood & Harkness LLP; Whitfield, Nygaard & Doyle LLP; Blackhall & Soren LLP; or any of the Individual Defendants

Section 10: Term and Termination 10.1 Term. This Letter Agreement shall be effective as of the date of execution hereof (April 14, 2025) and shall remain in full force and effect through the conclusion of the Monitoring Period (April 14, 2026), unless earlier terminated in accordance with Section 10.2 or extended by mutual written agreement of the Parties or by order of the Court. 10.2 Early Termination This Letter A

Section 11: Miscellaneous Provisions 11.1 Governing Law This Letter Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction. The Parties acknowledge that Delaware law governs the Settlement Agreement, the Consent Order, and the underlying