Contract analysis

I. BACKGROUND AND EMPLOYMENT RELATIONSHIP You commenced employment with CRH on June 3, 2019, in the position of Vice President, Merchandising Strategy. In connection with the commencement of your employment, you executed an Employment Agreement dated June 3, 2019 (the "Original Employment Agreement"), which contained, among other provisions, restrictive covenant obligations governed by the laws of the State of Delawa

II. MS. RATHORE'S POSITION AND ACCESS TO CONFIDENTIAL INFORMATION As Senior Vice President, Merchandising, you served as the senior-most executive responsible for CRH's entire merchandising division. This division is of critical strategic and financial importance to the Company, having generated approximately $2.3 billion in gross merchandise value in FY2024, representing a substantial share of CRH's total revenue of

III. COORDINATED RESIGNATION AND ACCEPTANCE OF COMPETING EMPLOYMENT On February 7, 2025, at approximately 4:47 PM Pacific Standard Time, you submitted a resignation letter to CRH via email. Your resignation was stated to be effective immediately, without advance notice and without any prior discussion with your superiors or the Company's human resources department regarding a transition period. The manner and timing

1. Derek Linden, Vice President, Hardlines Merchandising;

2. Sonia Kaczmarek, Vice President, Softlines Merchandising;

3. Amara Osei, Director, Private Label Strategy;

4. Brent Halvorsen, Director, Seasonal Planning & Analytics;

5. Lucia Fernandez-Gill, Director, Vendor Relations;

6. Nathan Tsao, Senior Manager, eCommerce Merchandising; and

7. Kira Johansson, Senior Manager, Category Analytics. On February 14, 2025—one week after the coordinated departure—Verdana Commerce Group, Inc. ("Verdana"), a Delaware corporation headquartered at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801, issued a press release titled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth." This press release publicly confirmed that

IV. RESTRICTIVE COVENANT OBLIGATIONS The Employment Agreement contains the following restrictive covenant provisions, each of which is governed by the laws of the State of Delaware and each of which you are currently violating or are at imminent risk of violating. A. Non-Competition Covenant Pursuant to the Employment Agreement, you agreed to a non-competition period of eighteen (18) months following the termination

V. EVIDENCE OF DATA EXFILTRATION The gravity of CRH's concerns is further compounded by evidence that confidential Company data was systematically exfiltrated from CRH's information systems in the weeks preceding your departure. CRH conducted an information technology security audit commencing on February 12, 2025, in the days following your coordinated resignation. That audit revealed that substantial volumes of CRH

VI. SPECIFIC DEMANDS In light of the foregoing, CRH hereby demands that you immediately take each of the following actions:

1. Cease Competing Employment. You must immediately cease all employment, consulting, advisory, or other engagement with Verdana Commerce Group, Inc. or any of its affiliates, subsidiaries, parent entities, or related parties (including, without limitation, Greystone Capital Partners, LP and its affiliated funds and portfolio companies) in any merchandising, sourcing, strategy, eCommerce, vendor management, or relate

2. Cease Solicitation of CRH Employees. You must immediately cease and refrain from any direct or indirect solicitation, recruitment, encouragement, or inducement of any current CRH employee to leave CRH's employ or to join Verdana, Greystone, or any other competitor or third party. This obligation extends for the full duration of the twenty-four-month non-solicitation period, through and including February 6, 2027.

3. Cease Solicitation of CRH Vendors. You must immediately cease and refrain from any direct or indirect solicitation, diversion, or interference with any of CRH's vendor, supplier, or business relationships. You may not contact, communicate with, or attempt to influence any CRH vendor or supplier for the purpose of redirecting, diverting, or otherwise interfering with CRH's existing or prospective business relations

4. Return of Confidential Information. Within five (5) business days of the date of this letter (i.e., no later than March 4, 2025), you must return to CRH all confidential information, trade secrets, and proprietary materials of CRH currently in your possession, custody, or control, in any format whatsoever. This includes, without limitation, all digital copies, electronic files, printouts, handwritten notes, memora

5. Destruction Certification. Within five (5) business days of the date of this letter (i.e., no later than March 4, 2025), you must provide CRH, through this firm, with a sworn written certification, executed under penalty of perjury, confirming that: (a) all copies of CRH confidential information, trade secrets, and proprietary materials have been returned to CRH or permanently destroyed; (b) no copies of any such

6. Preservation of Evidence. Notwithstanding the foregoing demands for the return and destruction of CRH confidential information, you are hereby placed on notice of your legal obligation to preserve all documents, communications, and electronically stored information that may be relevant to CRH's claims against you, including but not limited to all emails, text messages, instant messages, voice messages, notes, memo

7. Confirm Compliance. Within five (5) business days of the date of this letter (i.e., no later than March 4, 2025), you must confirm in writing, either through counsel or directly, your compliance with each of the foregoing demands and your intention to comply fully with all restrictive covenant obligations contained in the Employment Agreement for their full respective durations.

VII. CONSEQUENCES OF CONTINUED NON-COMPLIANCE CRH's position on these matters is unequivocal. Should you fail to comply with the demands set forth in this letter, CRH is prepared to take immediate and decisive legal action. Specifically, CRH will promptly seek emergency injunctive relief in the Delaware Court of Chancery, including the entry of a temporary restraining order and a preliminary injunction, to enforce th

VIII. EQUITY AND COMPENSATION IMPLICATIONS CRH hereby reserves all rights with respect to the forfeiture and clawback of equity awards and other compensation under the terms of the Employment Agreement and applicable equity plan documents. Specifically, the RSU grant valued at $725,000, which was awarded to you in connection with your promotion on March 15, 2021 and which is subject to a four-year vesting schedule, c

IX. RESERVATION OF RIGHTS This letter is not intended to be, and shall not be construed as, a waiver or relinquishment of any of CRH's rights or remedies, whether arising under the Employment Agreement, at common law, in equity, or under any applicable statute. All such rights and remedies are expressly reserved. CRH's decision to provide you with this letter and an opportunity to comply with your contractual obligat

X. DIRECTION REGARDING COUNSEL If you have retained legal counsel in connection with this matter, CRH respectfully requests that you immediately provide the name, firm affiliation, address, telephone number, and email address of such counsel so that all further communications may be directed appropriately and in accordance with applicable professional responsibility rules. As of the date of this letter, CRH is not aw