Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to summarize and analyze the key findings from the investigation conducted by Aurelian Investigations Group Inc. ("Aurelian"), which was retained by Calderwood & Harkness LLP on behalf of our client, Cascade Retail Holdings Inc. ("CRH"), on February 21, 2025. The lead investigator for the engagement is Sandra Fielding, the principal of Aurelian's Seattle office.

II. SCOPE OF ENGAGEMENT AND INVESTIGATIVE METHODOLOGY A. Engagement Parameters Aurelian Investigations Group Inc. was engaged on February 21, 2025, pursuant to an engagement letter executed through Calderwood & Harkness LLP on behalf of CRH. The engagement was structured through outside counsel so that the investigation and its work product would be protected under the attorney-client privilege and the work product d

III. BACKGROUND: THE PARTIES AND COMPETITIVE CONTEXT A. Cascade Retail Holdings Inc. Cascade Retail Holdings Inc. is a publicly traded omnichannel retail company listed on the Nasdaq Global Select Market under the ticker symbol CRHL (EIN: 91-2847351). CRH is headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119. Founded in 1987, CRH has grown into one of the nation's leading retail enterpri

1. Priya Rathore — Former Senior Vice President of Merchandising. Employed at CRH from June 3, 2019 through February 7, 2025 (approximately 5 years, 8 months). Subject to an 18-month post-termination non-competition covenant. Residence: 14 Harbor Ridge Lane, Bellevue, Washington 98004. Accepted the newly created role of President of Merchandising & Strategy at Verdana Commerce Group, Inc.

2. Derek Linden — Former Vice President, Hardlines Merchandising. Approximately 7 years of tenure at CRH. Subject to an 18-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.

3. Sonia Kaczmarek — Former Vice President, Softlines Merchandising. Approximately 5 years of tenure at CRH. Subject to an 18-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.

4. Amara Osei — Former Director, Private Label Strategy. Approximately 4 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.

5. Brent Halvorsen — Former Director, Seasonal Planning & Analytics. Approximately 6 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.

6. Lucia Fernandez-Gill — Former Director, Vendor Relations (Domestic). Approximately 5 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.

7. Nathan Tsao — Former Senior Manager, eCommerce Merchandising. Approximately 3 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation.

8. Kira Johansson — Former Senior Manager, Category Analytics. Approximately 4 years of tenure at CRH. Subject to a 12-month post-termination non-competition covenant. Accepted a position at Verdana; specific title under investigation. All eight employees executed employment agreements with CRH that are governed by Delaware law and contain substantially similar restrictive covenant provisions. Each agreement includes

IV. DETAILED TIMELINE OF RECRUITMENT The following sections set forth the detailed timeline of the Verdana/Greystone recruitment campaign as reconstructed through Aurelian's investigation, correlated with forensic findings from Pinnacle Forensics LLC and internal CRH records. The timeline is presented in chronological order and identifies the evidentiary basis for each finding. A. Pre-Contact Period: Background and C

I. Post-Resignation: Verdana Public Announcement (February 14, 2025) On Friday, February 14, 2025 — exactly one week after the simultaneous resignations — Verdana Commerce Group issued a press release titled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth." See Exhibit 7 for a copy of the press release. The press release announced the hiring of Priya Rathore as President of Merchan

V. ANALYSIS OF KEY FINDINGS A. Evidence of Pre-Planned Coordinated Recruitment The totality of the evidence gathered by Aurelian establishes, with a high degree of confidence, a clear and unambiguous sequence of events that is consistent only with a pre-planned, coordinated recruitment campaign: (1) Greystone and Verdana leadership jointly initiated contact with Rathore at the January 6, 2025 dinner meeting, at which