Contract analysis

1. Background and Factual Recitation 1.1 CRH's Business CRH is a leading omnichannel retail and ecommerce company that operates 387 brick-and-mortar retail locations across 34 states and maintains a robust direct-to-consumer ecommerce platform serving millions of customers nationwide. CRH reported annual revenue of approximately $6.82 billion for its fiscal year ended January 31, 2025 ("FY2024"), and, as of the date

1. Priya Rathore — Former Senior Vice President, Merchandising. Ms. Rathore was employed by CRH from June 3, 2019 through February 7, 2025, and was party to an Amended and Restated Employment Agreement dated March 15, 2021 (the "Rathore Employment Agreement").

2. Derek Linden — Former Vice President, Hardlines Merchandising. Mr. Linden was employed by CRH for approximately seven (7) years and was party to an employment agreement containing restrictive covenant provisions substantially similar to those described herein.

3. Sonia Kaczmarek — Former Vice President, Softlines Merchandising. Ms. Kaczmarek was employed by CRH for approximately five (5) years and was party to an employment agreement containing restrictive covenant provisions.

4. Amara Osei — Former Director, Private Label Strategy. Ms. Osei was employed by CRH for approximately four (4) years and was party to an employment agreement containing restrictive covenant provisions.

5. Brent Halvorsen — Former Director, Seasonal Planning & Analytics. Mr. Halvorsen was employed by CRH for approximately six (6) years and was party to an employment agreement containing restrictive covenant provisions.

6. Lucia Fernandez-Gill — Former Director, Vendor Relations (Domestic). Ms. Fernandez-Gill was employed by CRH for approximately five (5) years and was party to an employment agreement containing restrictive covenant provisions.

7. Nathan Tsao — Former Senior Manager, eCommerce Merchandising. Mr. Tsao was employed by CRH for approximately three (3) years and was party to an employment agreement containing restrictive covenant provisions.

8. Kira Johansson — Former Senior Manager, Category Analytics. Ms. Johansson was employed by CRH for approximately four (4) years and was party to an employment agreement containing restrictive covenant provisions. These eight individuals are referred to collectively herein as the "Rathore Group." Each member of the Rathore Group executed an employment agreement with CRH that contains comprehensive restrictive covena

2. Evidence of Data Exfiltration CRH's internal IT security team, upon learning of the simultaneous resignations, immediately initiated a comprehensive security audit and preliminary forensic investigation of the digital activity of all eight members of the Rathore Group in the weeks preceding their departure. That investigation has revealed that substantial volumes of CRH's proprietary data were downloaded from CRH'

3. Legal Basis for CRH's Demands 3.1 Tortious Interference with Contractual Relations Under well-established Delaware law, a party that intentionally and improperly induces or facilitates the breach of another party's valid contractual obligations is liable for tortious interference with contractual relations. See, e.g., Irwin & Leighton, Inc. v. W.M. Anderson Co., 532 A.2d 983 (Del. 1987). To prevail on a claim for

4. Specific Demands In light of the foregoing, CRH hereby makes the following specific demands upon Verdana Commerce Group, Inc.: 4.1 Cessation of Employment in Restricted Capacities Verdana must immediately cease employing, engaging, or utilizing the services of Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson in any merchandising, strat

5. Consequences of Non-Compliance Let there be no ambiguity: failure to comply with the demands set forth in this letter, in full and within the time periods specified, will leave CRH with no alternative but to pursue all available legal remedies. Such remedies include, but are not limited to, the following: • Filing suit in the Delaware Court of Chancery seeking emergency injunctive relief, including an application

6. Reservation of Rights This letter is not intended to be, and shall not be construed as, a complete or exhaustive statement of CRH's rights, claims, or remedies against Verdana, the members of the Rathore Group, Greystone Capital Partners, LP, or any other person or entity. CRH expressly reserves all rights, claims, and remedies available to it at law and in equity, whether arising under statute, contract, common l

7. Litigation Hold and Document Preservation Demand Pursuant to CRH's obligations and rights in anticipation of litigation, CRH hereby demands that Verdana immediately implement a comprehensive litigation hold and take all steps necessary to preserve any and all documents, communications, electronically stored information ("ESI"), and tangible items relating to the matters described in this letter. Verdana's preserva