Contract analysis

I. INTRODUCTION Plaintiff Cascade Retail Holdings Inc. ("CRH" or "Plaintiff"), a publicly traded omnichannel retail company listed on the Nasdaq Global Select Market under the ticker symbol "CRHL" and headquartered in Seattle, Washington, respectfully moves this Court, pursuant to Court of Chancery Rules 65(a) and 65(b) and the inherent equitable authority of this Court, for the entry of a temporary restraining order

II. STATEMENT OF FACTS The following facts are drawn from the Verified Complaint, the supporting declarations, and the exhibits filed concurrently herewith, and are presented to establish the factual predicate for the emergency relief CRH seeks. A. The Parties

1. Plaintiff Cascade Retail Holdings Inc. Plaintiff Cascade Retail Holdings Inc. is a corporation organized and existing under the laws of the State of Delaware. CRH is publicly traded on the Nasdaq Global Select Market under the ticker symbol "CRHL." CRH maintains its corporate headquarters at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119, and its registered agent for service of process in Delaware

2. The Individual Defendants (the "Rathore Group"). The eight individual defendants are former senior employees of CRH's merchandising division who resigned simultaneously on February 7, 2025 and accepted employment with Verdana. The biographical and employment details of each are set forth below. Priya Rathore. Defendant Rathore served as CRH's Senior Vice President of Merchandising from March 15, 2021 until her res

3. Defendant Verdana Commerce Group, Inc. Defendant Verdana Commerce Group, Inc. is a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801. Verdana is a privately held omnichannel retail and ecommerce company specializing in home goods, apparel, and seasonal décor. For FY2024, Verdana's estimat

III. LEGAL STANDARD The Court of Chancery possesses broad equitable authority to issue temporary restraining orders and preliminary injunctions to preserve the status quo and prevent irreparable harm pending a final determination on the merits. Court of Chancery Rule 65 governs the procedures for the issuance of such relief. To obtain a preliminary injunction, a movant must demonstrate: (1) a reasonable probability o

IV. ARGUMENT A. CRH Has a Reasonable Probability of Success on the Merits CRH has established a strong likelihood of prevailing on each of the five counts asserted in the Verified Complaint. The legal and factual bases for each claim are addressed in turn.

1. Breach of Restrictive Covenants (Count I — All Eight Individual Defendants). Each of the eight individual defendants signed a binding employment agreement with CRH containing a clear, unambiguous non-competition clause. These provisions are governed by Delaware law and are enforceable under well-established Delaware precedent. The non-competition periods applicable to each defendant are as follows: Rathore, Linden

2. Breach of Confidentiality Obligations (Count II — All Eight Individual Defendants). Each employment agreement contains a perpetual confidentiality clause obligating the defendant to maintain the secrecy of all Confidential Information (as defined in the respective agreements) following the termination of employment. The confidentiality obligations are not limited in time and extend to all information obtained duri

3. Misappropriation of Trade Secrets Under DUTSA (Count III — All Eight Individual Defendants and Verdana). The Delaware Uniform Trade Secrets Act, 6 Del. C. §§ 2001–2009 ("DUTSA"), provides for injunctive relief to prevent actual or threatened misappropriation of trade secrets. 6 Del. C. § 2002(a). Under DUTSA, a "trade secret" is defined as information that (i) derives independent economic value from not being gene

4. Tortious Interference with Contractual Relations (Count IV — Verdana). To establish a claim for tortious interference with contractual relations under Delaware law, a plaintiff must demonstrate: (1) the existence of a valid contract; (2) the defendant's knowledge of the contract; (3) intentional interference by the defendant that induced or caused a breach of the contract; (4) the absence of justification; and (5)

5. Civil Conspiracy (Count V — All Defendants). CRH has also asserted a claim for civil conspiracy against all defendants. Under Delaware law, civil conspiracy requires an agreement between two or more persons to commit an unlawful act or to accomplish a lawful objective by unlawful means, coupled with the commission of an overt act in furtherance of the agreement that causes damage to the plaintiff. See Nicolet, Inc

V. THE PROPOSED INJUNCTIVE RELIEF A. Temporary Restraining Order CRH respectfully requests that this Court enter a temporary restraining order, effective immediately upon entry and continuing for fourteen (14) days (or until the conclusion of the preliminary injunction hearing, whichever is earlier), providing as follows:

1. All eight individual defendants — Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson — are hereby restrained and enjoined from commencing, continuing, or engaging in any employment, consulting, advisory, or other service-providing role in merchandising, merchandising strategy, category management, vendor relations, private-label developm

2. All eight individual defendants are ordered to immediately return to CRH and/or certify under oath the destruction of all CRH confidential information, trade secrets, and proprietary materials in their possession, custody, or control, whether in physical or electronic form, including but not limited to all files downloaded from CRH systems between January 10 and February 4, 2025, and to provide CRH with a sworn ce

3. Verdana Commerce Group, Inc. is hereby restrained and enjoined from employing, engaging, onboarding, or otherwise utilizing the services of any individual defendant in any merchandising-related capacity, as described in paragraph 1 above.

4. Verdana Commerce Group, Inc. is ordered to immediately sequester and preserve — and to refrain from accessing, using, reviewing, copying, or disseminating — any CRH confidential information or trade secrets that may be in its possession, custody, or control, including any materials received from or through any individual defendant, and to provide CRH's counsel with a sworn certification of compliance within five (

VI. SUPPORTING DECLARATIONS AND EXHIBITS This Motion is supported by the following declarations and exhibits, each of which is filed concurrently herewith:

1. Declaration of Theresa Yun-Park, Senior Vice President and General Counsel of Cascade Retail Holdings Inc., attesting to: the existence and terms of the employment agreements executed by each individual defendant; the specific restrictive covenant provisions applicable to each defendant (with copies of each employment agreement attached as exhibits); the departing employees' access to Project Ridgeline and other c

2. Declaration of Roland Ashby, Chief People Officer of Cascade Retail Holdings Inc., attesting to: the circumstances of the coordinated resignations submitted by all eight individual defendants on February 7, 2025 at 4:47 PM PST; the resulting disruption to CRH's merchandising operations; the appointment of Martin Cho, Vice President of Merchandising, as interim acting head of the merchandising division; and the ope

3. Declaration of Dr. Rajiv Anand, Engagement Lead, Pinnacle Forensics LLC, attesting to: the forensic methodology employed in the analysis of CRH's Aldermere Systems and Pinnacle Health IT environments; the identification and documentation of the exfiltration of 14,327 files (approximately 2.8 gigabytes) from CRH systems to personal cloud storage accounts between January 10 and February 4, 2025; the identification o

4. Verified Complaint (filed concurrently), setting forth five counts: Count I — Br