Contract analysis

Section 1: Purpose and Scope This Exhibit C is attached to and incorporated by reference into the Standstill and Settlement Agreement among Cascade Retail Holdings Inc. ("CRH"), the Individual Defendants (as defined herein and in the Agreement), and Verdana Commerce Group, Inc. ("Verdana" or "VCG"), dated April 14, 2025 (the "Agreement"). All capitalized terms used but not otherwise defined in this Exhibit C shall ha

Section 2: Confidentiality Designation and Filing Under Seal This Exhibit C, including the vendor list and all associated data contained herein, is designated as Confidential Information under Section 12.1 of the Agreement. The parties have agreed that this Exhibit constitutes among the most commercially sensitive materials exchanged in connection with the settlement of C.A. No. 2025-0198-MTZ, and that its public dis

Section 3: Definitions For purposes of this Exhibit C, the following definitions shall apply: "Vendor" means any third-party supplier, manufacturer, distributor, licensor, or service provider that has a direct commercial relationship with CRH for the supply of merchandise, private-label goods, raw materials, or related services. The term "Vendor" includes, without limitation, entities that supply finished goods for r

Section 4: Methodology for Vendor Ranking The fifty (50) Vendors listed in this Exhibit C have been ranked by total FY2024 Spend, calculated as the aggregate of all purchase orders, licensing fees, royalty payments, and service fees paid by CRH to each Vendor during fiscal year 2024 (the twelve-month period ending January 31, 2025). The Vendor ranked number one (1) had the highest FY2024 Spend, and the Vendor ranked

Section 5: List of Top 50 CRH Vendors (Redacted Version) The following table sets forth the Top 50 CRH Vendors by FY2024 Spend. In the version of this Exhibit C filed with the Court, all Vendor names and corresponding FY2024 Spend figures have been redacted. The Vendor Category, Primary CRH Business Unit, and Individual Defendant(s) with Direct Vendor Relationship columns have been retained in the filed version to pr

Section 6: Aggregate Spend Summary (Redacted) The following table provides a summary of aggregate FY2024 Spend across the Top 50 Vendors, broken down by vendor category. In the version of this Exhibit C filed with the Court, all dollar figures have been redacted. Approximate percentage ranges are provided to give the Court context regarding the relative magnitude of spend across categories. Note: The Top 50 Vendors l

Section 7: Update and Amendment Procedures The list of Top 50 CRH Vendors set forth in this Exhibit C may be updated by CRH on a quarterly basis during the twelve (12)-month vendor non-solicitation period (through and including February 6, 2026) solely to reflect vendor name changes, mergers, acquisitions, or other corporate reorganizations affecting the legal identity of a listed Vendor. For the avoidance of doubt,

Section 8: Access to Unredacted Version The unredacted version of this Exhibit C, containing the actual names of all fifty (50) Vendors and their corresponding FY2024 Spend figures, has been provided to the following persons and entities: (a) Counsel for CRH: Calderwood & Harkness LLP, Attention: Bernard Crawford, Esq., 1301 K Street NW, Suite 1200, Washington, DC 20005. (b) Counsel for the Individual Defendants: Whi

Section 9: Relationship to Other Agreement Provisions This Exhibit C is an integral component of the Agreement and should be read in conjunction with the following additional exhibits and provisions: Exhibit A — Modified Restrictive Covenant Terms. The vendor non-solicitation obligation set forth in this Exhibit C applies to all Vendors listed herein for the period commencing February 7, 2025, and ending February 6,

Section 10: Governing Law This Exhibit C shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to Delaware's conflict-of-laws principles that would result in the application of the laws of another jurisdiction. This governing law provision is consistent with Section 15.1 of the Agreement and with the governing law provisions of each Individual Defendant's employment a