Contract analysis

I. Background — Cascade Retail Holdings Inc. CRH is a leading publicly traded omnichannel retail company operating at significant scale across the United States. For the fiscal year ended January 28, 2025 ("FY2024"), CRH reported consolidated revenue of approximately $6.82 billion and, as of the date of this letter, maintains an approximate market capitalization of $4.1 billion. CRH operates 387 brick-and-mortar reta

II. The Coordinated Departure On February 7, 2025, at approximately 4:47 PM Pacific Standard Time, eight senior employees of CRH's merchandising division submitted simultaneous resignation letters via email to CRH's Chief Human Resources Officer and General Counsel. Each resignation was effective immediately. The simultaneous nature and identical timing of these resignations — submitted within a span of minutes — mad

1. Derek Linden, Vice President, Hardlines Merchandising — employed at CRH for approximately seven (7) years;

2. Sonia Kaczmarek, Vice President, Softlines Merchandising — employed at CRH for approximately five (5) years;

3. Amara Osei, Director, Private Label Strategy — employed at CRH for approximately four (4) years;

4. Brent Halvorsen, Director, Seasonal Planning & Analytics — employed at CRH for approximately six (6) years;

5. Lucia Fernandez-Gill, Director, Vendor Relations (Domestic) — employed at CRH for approximately five (5) years;

6. Nathan Tsao, Senior Manager, eCommerce Merchandising — employed at CRH for approximately three (3) years; and

7. Kira Johansson, Senior Manager, Category Analytics — employed at CRH for approximately four (4) years. Collectively, the Rathore Group represents the entirety of CRH's senior merchandising leadership. These individuals, by virtue of their positions and responsibilities, possessed deep and comprehensive knowledge of CRH's most competitively sensitive proprietary information, including strategic category expansion p

III. Greystone's Direct Role in the Recruitment CRH's investigation into the circumstances surrounding the Rathore Group's departure has revealed that Greystone's involvement in the recruitment effort was not that of a passive equity holder exercising ordinary oversight of a portfolio company. To the contrary, Greystone was a direct and active participant in the planning and execution of the coordinated hiring. On Ja

IV. Restrictive Covenant Obligations Each of the eight departing employees is bound by a written employment agreement with CRH containing restrictive covenant provisions, including non-competition, non-solicitation of employees, non-solicitation of vendors, and confidentiality obligations. All eight employment agreements are governed by the laws of the State of Delaware, which recognizes and enforces reasonable restr

V. Misappropriation of Trade Secrets and Confidential Information CRH's investigation has revealed that the Rathore Group's departure was accompanied by the systematic exfiltration of CRH's confidential and proprietary information. Between January 10, 2025 and February 4, 2025, a total of 14,327 files, comprising approximately 2.8 gigabytes of data, were downloaded from CRH's Aldermere Systems and Pinnacle Health IT

VI. Legal Claims and Greystone's Exposure Based on the foregoing facts, CRH intends to pursue all available legal remedies against the responsible parties, including but not limited to the following claims: (a) Breach of restrictive covenants against each of the eight departing employees for their violation of the non-competition, non-solicitation, and related provisions of their respective employment agreements with

VII. Demands In light of the foregoing, CRH hereby demands that Greystone Capital Partners, LP take the following actions immediately, and in no event later than five (5) business days from receipt of this letter:

1. Cessation of Covenant-Violating Employment. Direct Verdana Commerce Group, Inc. to immediately cease employing any of the eight departing employees — Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson — in any role that involves merchandising, buying, vendor relations, private-label strategy, category analytics, seasonal planning, ecomme

2. Return of Confidential Information and Trade Secrets. Direct Verdana to immediately identify, preserve, and return to CRH all confidential information, trade secrets, proprietary data, and documents belonging to CRH that are in Verdana's possession, custody, or control, whether in physical or electronic form, including any and all copies, summaries, extracts, analyses, compilations, or derivative works thereof. Th

3. Implementation of Litigation Hold. Direct Verdana to immediately implement a comprehensive litigation hold on all documents, communications, and electronically stored information relating to: (a) the recruitment or hiring of any current or former CRH employee; (b) any communications with any member of the Rathore Group, whether before or after February 7, 2025; and (c) any CRH confidential information or trade sec

4. Confirmation of Compliance. Provide written confirmation to this firm that Greystone has taken, and will continue to take, all steps within its power as majority equity holder of Verdana to ensure Verdana's full and prompt compliance with each of the demands set forth in this letter.

5. No Alternative Employment or Engagement. Confirm in writing that neither Greystone nor any of its affiliates, portfolio companies, managed funds, general partners, or related entities will directly or indirectly employ, engage, retain, or otherwise provide compensation or consideration to any of the eight departing employees in any capacity — including as employees, independent contractors, consultants, or advisor

VIII. Consequences of Non-Compliance CRH wishes to be unambiguous regarding the consequences of Greystone's failure to comply with the demands set forth herein. In the event that Greystone fails to comply fully and promptly with these demands, CRH will pursue emergency injunctive relief, including applications for temporary restraining orders and preliminary injunctions, in the Delaware Court of Chancery, together wi

IX. Preservation Notice This letter also serves as a formal preservation notice directed to Greystone Capital Partners, LP, its general partners, officers, employees, agents, and representatives. CRH demands that Greystone immediately take all steps necessary to identify, locate, and preserve all documents, communications, and electronically stored information in Greystone's possession, custody, or control relating t

X. Reservation of Rights and No Waiver Nothing in this letter shall be construed as a waiver, relinquishment, or limitation of any of CRH's rights, claims, causes of action, or remedies, all of which are expressly and fully reserved. CRH's enumeration of specific claims and legal theories herein is not intended to be exhaustive, and CRH reserves the right to assert additional claims and theories as the facts warrant.

XI. Request for Response CRH requests a written response from Greystone Capital Partners, LP within five (5) business days of receipt of this letter, confirming Greystone's compliance with each of the demands set forth in Section VII above. Greystone's response should address each demand individually and describe the specific steps Greystone has taken or will take to ensure compliance. Please direct all communication