Contract analysis

1. I am the Lead Investigator at Aurelian Investigations Group Inc., located at 1420 Fifth Avenue, Suite 2210, Seattle, Washington 98101. I make this declaration under penalty of perjury pursuant to 10 Del. C. § 3927 in support of Plaintiff Cascade Retail Holdings Inc.'s ("CRH" or "Plaintiff") Reply Memorandum in Further Support of its Motion for Preliminary Injunction.

2. I have personal knowledge of the facts stated herein or have acquired knowledge of such facts through an investigation I personally directed and conducted on behalf of Plaintiff CRH. Except where otherwise noted, the statements in this declaration are based on my own observations, my review of documents and data produced in the course of the investigation, and information provided to me by individuals with first-h

I. QUALIFICATIONS AND BACKGROUND OF DECLARANT

3. I am a Lead Investigator at Aurelian Investigations Group Inc. ("Aurelian"), a professional investigations firm headquartered in Seattle, Washington, specializing in corporate investigations, employment-related investigations, competitive intelligence analysis, pre-litigation and litigation-support fact-finding, and related advisory services. I have served in this role since 2017.

4. I hold a Bachelor of Science degree in Criminal Justice from the University of Washington (2004) and a Master of Science degree in Forensic Studies from George Washington University (2008). I am a Licensed Private Investigator in the State of Washington, License No. PI-2276904, and have maintained that license in good standing continuously since 2009.

5. I have approximately twenty-one years of professional experience in the fields of corporate investigations, employment-related investigations, competitive intelligence, and pre-litigation fact-finding. Prior to joining Aurelian, I served as a Senior Investigator at Westmark Advisory Services LLC from 2011 to 2017 and as an Associate Investigator at Clearpath Investigations Inc. from 2008 to 2011. Before entering p

6. Throughout my career, I have led or played a principal role in over 150 corporate departure and non-compete investigations. These engagements have involved matters concerning coordinated employee departures, team-lift situations, trade secret misappropriation, unfair competition, breaches of restrictive covenant obligations, and related claims. I have provided investigative support in matters litigated in federal

7. I have been retained as an investigator or consulting expert in matters involving companies across a range of industries, including retail, technology, financial services, healthcare, and manufacturing. I have particular experience with investigations involving the departure of senior management teams, including situations in which employees were recruited en masse by competitors or portfolio companies of private

8. I have previously submitted declarations or provided investigative testimony in judicial proceedings in eleven instances, including four matters in the Delaware Court of Chancery. I am familiar with the standards governing the submission of factual declarations in support of preliminary injunction motions in this Court.

II. RETENTION AND SCOPE OF ENGAGEMENT

9. Aurelian Investigations Group Inc. was retained on February 21, 2025 by the law firm of Calderwood & Harkness LLP, acting as counsel for Plaintiff CRH, to investigate the circumstances surrounding the coordinated departure of eight senior merchandising employees from CRH. This group of employees, led by Priya Rathore, CRH's former Senior Vice President of Merchandising, simultaneously resigned from CRH on February

10. The scope of Aurelian's engagement was defined to encompass the following areas of investigation: (a) Identifying the timeline and circumstances of the recruitment of the departing employees by Verdana Commerce Group, Inc., including the involvement of any third parties in the recruitment effort; (b) Identifying pre-resignation communications and coordination among the departing employees, including any evidence

11. Aurelian's investigation was conducted through a combination of methods, including public records research, physical and digital surveillance, open-source intelligence ("OSINT") gathering, review and analysis of documents and electronic data provided by CRH and Calderwood & Harkness LLP, analysis of travel and hospitality records, and interviews with witnesses possessing knowledge relevant to the matters under in

12. As of the date of this declaration, the investigation is ongoing. The findings reported herein reflect the state of the investigation as of March 15, 2025.

III. THE DEPARTING EMPLOYEES — OVERVIEW

13. Aurelian's investigation confirmed the identities, positions, tenures, and circumstances of the eight CRH employees who resigned simultaneously on February 7, 2025 (referred to collectively herein as the "Rathore Group"). The following is a summary of each individual's role and tenure at CRH, as well as the position each has accepted at Verdana Commerce Group, Inc.: (i) Priya Rathore — Former Senior Vice Presiden

14. Based on my review of CRH's records and electronic systems, all eight members of the Rathore Group submitted their resignations simultaneously via email to CRH's human resources department and their respective direct supervisors at approximately 4:47 PM Pacific Standard Time on February 7, 2025. The resignation emails were substantially identical in language and format, stating that each individual's resignation

15. All eight members of the Rathore Group have accepted positions at Verdana Commerce Group, Inc., a direct competitor of CRH headquartered at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801. The new positions collectively reconstitute the core merchandising leadership team that these individuals had composed at CRH, now operating under the umbrella of a competing enterprise.

IV. INVESTIGATION FINDINGS: THE JANUARY 6, 2025 DINNER MEETING

16. Through the course of Aurelian's investigation, I confirmed that on January 6, 2025, a private dinner meeting took place at Ombra Ristorante, located at 23 East 74th Street, New York, New York 10021. The attendees at this dinner were: (a) Warren Dietrich, Chief Executive Officer of Verdana Commerce Group, Inc.; (b) Elliot Westbrook, Managing Partner of Greystone Capital Partners, LP; and (c) Priya Rathore, who at

17. The occurrence and attendees of this dinner meeting were confirmed through a combination of open-source intelligence analysis, review of travel and hospitality records obtained through the investigation, and corroborating information obtained during witness interviews conducted by my investigative team. Specifically, Aurelian identified records establishing that Mr. Dietrich traveled from Wilmington, Delaware to

18. The significance of this dinner meeting cannot be overstated. Greystone Capital Partners, LP is the majority equity holder of Verdana Commerce Group, Inc. Greystone acquired its controlling interest in Verdana in the third quarter of 2023, through an acquisition with an enterprise value of approximately $2.4 billion. The investment was made through Greystone Capital Fund VII, LP, a vintage 2022 fund with approxim

19. The presence of both Verdana's CEO, Warren Dietrich, and Greystone's Managing Partner, Elliot Westbrook, at a private dinner with Priya Rathore — who was at that time still employed by CRH and subject to contractual obligations of confidentiality and non-solicitation — indicates that the recruitment of Ms. Rathore was not a routine hiring decision by Verdana's human resources department, but rather a strategic in

20. This finding is consistent with, and must be understood in the context of, Verdana's publicly announced strategic ambitions. In January 2025, Verdana publicly announced what it described as a "transformational growth initiative" targeting $4 billion in annual revenue by 2028. Verdana's public statements in connection with this announcement specifically cited planned expansion into product categories that directly

V. INVESTIGATION FINDINGS: PRE-RESIGNATION COORDINATION AMONG THE RATHORE GROUP

21. Following the January 6, 2025 dinner meeting, Aurelian's investigation, working in conjunction with the forensic analysis conducted by Pinnacle Forensics LLC (Dr. Rajiv Anand, Engagement Lead), revealed a coordinated departure plan organized and directed by Priya Rathore and communicated to the other seven members of the Rathore Group in advance of their simultaneous resignation.

22. Specifically, between January 13, 2025 and January 24, 2025 — a period of approximately eleven days beginning one week after the January 6 dinner meeting — a series of encrypted messaging exchanges occurred between Ms. Rathore and each of the other seven departing employees. These communications were identified through forensic analysis of CRH-issued devices (laptops and mobile phones) that were returned by the d

23. To the extent discernible from the forensic analysis of the CRH-issued devices, the substance of these encrypted communications included discussions regarding the timing and sequencing of the group's departure from CRH, the coordination of simultaneous resignation, and logistical planning related to the transition to Verdana. While certain of the communications were encrypted using third-party messaging applicati

24. The pattern of communications identified by the investigation is significant in several respects. First, the communications involved all eight members of the Rathore Group — not merely Ms. Rathore and one or two colleagues, but the entire team that would ultimately resign together. Second, the communications occurred over an eleven-day period, reflecting sustained planning and coordination rather than a single sp

25. Based on my experience investigating coordinated employee departures, the pattern of communications identified here — involving all members of a departing team, sustained over multiple days, and focused on departure logistics — is entirely consistent with a pre-planned, orchestrated group departure. It is wholly inconsistent with independent, uncoordinated individual decisions to seek employment elsewhere.

VI. INVESTIGATION FINDINGS: OFFER LETTER TIMELINE

26. Aurelian's investigation established the following timeline for the execution of employment offer letters between Verdana Commerce Group, Inc. and the members of the Rathore Group: (a) January 27, 2025: Priya Rathore signed her offer letter with Verdana Commerce Group, Inc. The terms of the offer, as identified through the investigation, included the title of President, Merchandising & Strategy; a base salary of

27. In the aggregate, the sign-on bonuses offered to the eight members of the Rathore Group totaled $6,200,000. This figure comprises $1,500,000 for Ms. Rathore and $4,700,000 in aggregate for the remaining seven employees. To my knowledge, the individual sign-on bonus amounts for the remaining seven employees ranged from approximately $400,000 to $900,000.

28. In my professional experience, the magnitude of these sign-on bonuses — totaling $6.2 million for eight individuals, none of whom were C-suite executives or publicly known industry figures — is extraordinary by the standards of the retail merchandising industry. Sign-on bonuses of this scale are not offered in the ordinary course of competitive hiring; rather, they are characteristic of a deliberate, targeted, an

29. The concentration of the offer letter signings within an eight-day window (January 27 through February 4, 2025) further confirms the coordinated nature of the recruitment. The fact that all eight offer letters were executed in rapid succession, beginning with Ms. Rathore's, is consistent with a structured process in which Ms. Rathore's acceptance was the trigger for the extension of offers to the remainder of her

30. The financial resources necessary to fund $6.2 million in sign-on bonuses, plus enhanced base salaries, target bonuses, and equity grants for eight individuals, were made available through Greystone Capital Partners, LP's majority ownership of Verdana. This level of investment in a single recruitment initiative is consistent with a private equity sponsor's strategic portfolio enhancement activity, rather than rou

VII. INVESTIGATION FINDINGS: DATA EXFILTRATION CORRELATION

31. A critical component of Aurelian's investigation involved correlating the recruitment and departure timeline established through our own findings with the data exfiltration findings reported by Pinnacle Forensics LLC, which conducted the forensic analysis of CRH's electronic systems and the CRH-issued devices returned by the members of the Rathore Group.

32. According to Pinnacle's preliminary forensic report, dated March 5, 2025, between January 10, 2025 and February 4, 2025, approximately 14,327 files, comprising approximately 2.8 gigabytes of data, were downloaded from CRH's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts belonging to members of the Rathore Group. These downloads were conducted by multiple members of the gr

33. The temporal significance of these data downloads is striking. The data exfiltration began on January 10, 2025 — just four days after the January 6 dinner meeting at which Ms. Rathore met with Verdana's CEO and Greystone's Managing Partner. The downloads continued through February 4, 2025, which is the date on which the last of the seven remaining employees signed their Verdana offer letters. In other words, the

34. Pinnacle's preliminary forensic report identified the following categories of files among the approximately 14,327 downloaded files: (a) Project Ridgeline presentations and supporting documents — Project Ridgeline is CRH's five-year strategic category expansion plan, encompassing the company's roadmap for product assortment growth, market entry and exit decisions, private-label brand development, and competitive

35. The temporal overlap between the recruitment activity, the offer letter signing timeline, and the data exfiltration supports the inference that the data downloads were undertaken by members of the Rathore Group in anticipation of, and in connection with, their planned departure to Verdana. In my professional experience investigating coordinated employee departures, data exfiltration activity that tracks the recru

VIII. INVESTIGATION FINDINGS: VERDANA'S PUBLIC ANNOUNCEMENT

36. On February 14, 2025, Verdana Commerce Group, Inc. issued a press release titled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth." Aurelian obtained a copy of this press release from Verdana's corporate website and through news wire monitoring services. A true and correct copy of this press release is attached to the Declaration of Bernard Crawford as Exhibit F.

37. The press release publicly announced the hiring of Ms. Rathore as President, Merchandising & Strategy, along with the full complement of seven additional merchandising professionals from CRH. The press release quoted Warren Dietrich, Verdana's CEO, as stating that the addition of the team represented "a transformative moment" for Verdana and would "dramatically accelerate" the company's growth trajectory. The pre

38. The fact that Verdana had a prepared, polished press release announcing all eight hires — issued just seven calendar days after the coordinated resignations on February 7, 2025 — further confirms that the recruitment of the Rathore Group was a planned and deliberate strategic initiative, not a series of independent hiring decisions made in the ordinary course of business. In my experience, companies do not issue

39. The press release specifically referenced Verdana's growth ambitions in product categories that directly overlap with CRH's core merchandising strengths, including private-label home goods and seasonal décor. These are precisely the categories addressed by CRH's Project Ridgeline, the five-year strategic category expansion plan whose presentations and supporting documents were among the files downloaded to person

IX. INVESTIGATION FINDINGS: COMPETITIVE OVERLAP

40. As part of its engagement, Aurelian conducted a competitive overlap analysis between CRH and Verdana Commerce Group, Inc. This analysis confirmed that Verdana directly competes with CRH in at least twenty-eight overlapping product categories, spanning the home goods, apparel, seasonal décor, outdoor living, and related consumer product segments.

41. The roles held by the members of the Rathore Group at CRH were not peripheral or narrowly specialized. To the contrary, these eight individuals collectively represented the core strategic and operational leadership of CRH's entire merchandising function. Their responsibilities spanned hardlines merchandising, softlines merchandising, private-label brand strategy, seasonal planning and analytics, domestic vendor r

42. CRH operates 387 brick-and-mortar retail locations across thirty-four states, as well as a direct-to-consumer ecommerce platform that has experienced significant growth in recent years. CRH's Merchandising Division generated approximately $2.3 billion in gross merchandise value in fiscal year 2024. Verdana Commerce Group, Inc. competes across home goods, apparel, and seasonal décor, with an estimated fiscal year

43. The Rathore Group, by virtue of their positions and tenures at CRH, had direct access to CRH's most sensitive proprietary information, including the following categories of trade secrets and confidential business information: (a) CRH's proprietary vendor negotiation playbooks, which detail the company's negotiation strategies, supplier leverage points, pricing targets, and volume commitment frameworks; (b) CRH's

44. The loss of the individuals who created, managed, and had custody of this proprietary information — to a direct competitor that has publicly declared its intention to expand into the very categories covered by this information — represents a competitive threat of the highest magnitude.

X. SUMMARY OF INVESTIGATION CONCLUSIONS

45. Based on the totality of the investigation conducted by Aurelian Investigations Group Inc. as described in this declaration, and subject to the caveat that the investigation remains ongoing, I offer the following summary conclusions: (1) The departure was coordinated and pre-planned. The simultaneous resignation of all eight members of the Rathore Group on February 7, 2025 was a coordinated, pre-planned event, or

XI. DOCUMENTS REVIEWED AND SOURCES RELIED UPON

46. In the course of this investigation, I reviewed and relied upon the following categories of documents and materials: (a) CRH personnel files for all eight members of the Rathore Group, including employment applications, offer letters, onboarding documents, performance evaluations, compensation records, and separation records; (b) Employment agreements for all eight departing employees, including in particular the

47. I declare under penalty of perjury under the laws of the State of Delaware that the foregoing is true and correct to the best of my knowledge, information, and belief.

48. Executed on this 17th day of March, 2025, at Seattle, Washington. ________________________________________ Sandra Fielding Lead Investigator Aurelian Investigations Group Inc. 1420 Fifth Avenue, Suite 2210 Seattle, Washington 98101 CERTIFICATE OF SERVICE I, Bernard Crawford, hereby certify that on March 17, 2025, a true and correct copy of the foregoing Declaration of Sandra Fielding in Support of Plaintiff's Rep