Contract analysis

From: "James Underwood" To: "Bernard Crawford" Cc: "Devon Archer" Date: Fri, 28 Feb 2025 06:18:00 -0000 Subject: Re: Rathore Group – Social Media and Public Statements Review [1038-00006]

Per your request, I have completed a review of publicly available social media profiles and public statements by all eight members of the departing group regarding their new positions at Verdana Commerce Group, Inc. The review covered Westmark Health IT (primary focus), Westvale Solutions, and Northpoint Services Inc. for each individual. The review was conducted between February 26 and February 28, 2025, and all rel

Below is a summary of findings organized by individual, followed by additional observations and my recommendations regarding evidentiary use.

Rathore's Westmark Health IT profile was updated on or around February 14, 2025 — the same date as Verdana's press release — to reflect her new title: "President, Merchandising & Strategy" at Verdana Commerce Group, Inc. She posted a Westmark Health IT update that day stating, in substance: "Thrilled to join Verdana Commerce Group as President of Merchandising & Strategy. Excited to lead a world-class team in buildin

Two items of note here. First, the phrase "building something transformational" closely echoes Verdana's January 2025 public announcement of its "transformational growth initiative" targeting $4 billion in revenue by 2028. I would flag this for potential evidentiary use to show alignment between Rathore's messaging and Verdana's strategic plan. Second, Rathore's Westmark Health IT "About" section was revised to refer

No direct mention of CRH or any disparaging language about CRH was found.

Westmark Health IT updated to reflect "Vice President, Hardlines" at Verdana Commerce Group, Inc., effective February 2025. Brief post: "New chapter. Grateful for the opportunity at Verdana Commerce Group." No substantive commentary or reference to CRH.

Westmark Health IT updated to "Vice President, Softlines Merchandising" at Verdana Commerce Group, Inc. Kaczmarek posted a longer update referencing her excitement about "joining an incredible leadership team" and specifically name-checked Priya Rathore, tagging her and stating they would "continue to collaborate on category-leading strategies."

The phrase "continue to collaborate" is notable. It implies an ongoing working relationship that predates the move to Verdana and could be directly relevant to our coordinated departure theory.

Westmark Health IT updated to "Director, Private Label Innovation" at Verdana Commerce Group, Inc. I would note that her title is slightly different from her CRH title of Director, Private Label Strategy, but the functional overlap is obvious. No public post beyond the profile update.

Westmark Health IT updated to "Director, Seasonal Planning & Insights" at Verdana Commerce Group, Inc. Halvorsen posted a brief update referencing "a once-in-a-career opportunity to reshape seasonal retail." The reference to "seasonal retail" is directly relevant given that seasonal décor is one of CRH's strongest product categories and was a focus of Project Ridgeline.

Westmark Health IT updated to "Director, Vendor Partnerships" at Verdana Commerce Group, Inc. No public post. However, her profile now lists several skill endorsements that were added in the last two weeks, including "vendor negotiation" and "private-label sourcing." These endorsements appear to have been given by other members of the Rathore Group — specifically, I identified a cross-endorsement pattern: Linden, Kac

Westmark Health IT updated to "Senior Manager, Digital Merchandising" at Verdana Commerce Group, Inc. Tsao posted an update with somewhat more detail: "Excited to bring data-driven ecommerce merchandising to Verdana Commerce Group's platform. The best is ahead." He also shared/reposted the Verdana press release from February 14 on his personal feed.

Westmark Health IT updated to "Senior Manager, Category intelligence" at Verdana Commerce Group, Inc. No public post. Profile otherwise unchanged.

*Verdana's Company Page:* Verdana's own Pinnacle Services Inc. page reposted the February 14, 2025 press release and tagged all eight individuals. That post has been screenshotted and preserved. The press release itself (titled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth") is already in the file and is the subject of Devon's separate analysis memo dated February 26.

*Timing:* All eight Westmark Health IT profile updates occurred within a 48-hour window (February 13–15, 2025), further supporting coordinated action. Profile update timestamps are visible in Westmark Health IT's activity feed metadata, and screenshots have been captured.

*Westvale Solutions:* Only Rathore and Tsao appear to have active accounts. Neither posted anything about the job change on that platform. No accounts were identified for the remaining six individuals.

*Northpoint Services Inc.:* Rathore's account is private. Tsao posted a photo at what appears to be Verdana's Wilmington headquarters (geotagged) on approximately February 17, 2025, captioned "Day one vibes." Screenshot preserved.

*No disparaging statements about CRH* were found in any public forum by any of the eight individuals.

*No references to confidential CRH information, Project Ridgeline, or specific CRH vendor or customer data* appeared in any public post. This is expected — the concern is not public disclosure but rather private use of such information at Verdana.

**EVIDENTIARY SIGNIFICANCE AND RECOMMENDATIONS**

The social media evidence is useful for several purposes in the TRO/PI briefing:

(a) It establishes that all eight individuals are actively holding themselves out as Verdana employees in merchandising roles that directly overlap with their CRH roles — relevant to showing breach of the non-compete provisions.

(b) The coordinated timing of the Westmark Health IT updates (all within 48 hours, coinciding with Verdana's press release) further supports the coordinated departure narrative.

(c) Kaczmarek's "continue to collaborate" language and the cross-endorsement pattern support the inference that the group planned the transition together.

(d) Rathore's and Halvorsen's posts referencing "transformational" growth and "seasonal retail" connect the departing employees' public messaging to Verdana's announced strategy of expanding into CRH's strongest categories (home goods, seasonal décor, private-label apparel).

I recommend including key screenshots as exhibits to any TRO declarations — likely the Yun-Park or Ashby declarations, or as standalone exhibits to the complaint. That said, no statements were found that would constitute direct admissions of misappropriation or data transfer, so the social media evidence is supportive and corroborative rather than independently dispositive.

All preserved screenshots are saved to the matter file in the document management system under Matter 1038-00006, subfolder: "Social Media / Public Statements – Rathore Group." Devon has a complete index of the screenshots with timestamps and source URLs. Please also see Devon's separate memorandum regarding the Verdana Press Release Analysis and Evidentiary Implications, dated February 26, 2025, which cross-referenc

Bernard, please let me know if you would like any of these findings incorporated into the draft Verified Complaint or TRO declarations currently in preparation. I am available over the weekend to finalize.

James Underwood Associate Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005 junderwood@calderwoodharkness.com

CONFIDENTIALITY NOTICE: This email and any attachments are privileged and confidential, protected by the attorney-client privilege and/or the work product doctrine, and intended solely for the use of the individual(s) to whom it is addressed. If you are not the intended recipient, please notify the sender immediately, delete this message, and do not read, copy, or disseminate it. Any unauthorized review, use, disclos