Contract analysis

1. PARTIES 1.1 Plaintiff / Claimant. Cascade Retail Holdings Inc. ("CRH"), a corporation organized and existing under the laws of the State of Delaware, whose shares of common stock are listed on the Nasdaq Global Select Market under the ticker symbol "CRHL," with its principal executive offices located at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119. CRH is represented in this matter by Calderwood

2. RECITALS / BACKGROUND 2.1 On March 5, 2025, CRH filed a Verified Complaint in the Delaware Court of Chancery, captioned Cascade Retail Holdings Inc. v. Rathore et al., C.A. No. 2025-0198-MTZ, asserting the following claims against the defendants: (a) Count I — Breach of Restrictive Covenant Agreements (against all eight Individual Defendants), arising from the Individual Defendants' acceptance of employment with V

3. MODIFIED NON-COMPETITION OBLIGATIONS CRH proposes the following modified non-competition terms, which would replace and supersede the non-competition provisions contained in the Individual Defendants' respective employment agreements with CRH. CRH's proposal reflects a meaningful concession from the terms originally negotiated and agreed to by each Individual Defendant, and is offered in the spirit of reaching a r

4. NON-SOLICITATION OBLIGATIONS 4.1 Employee Non-Solicitation. (a) All eight Individual Defendants shall be subject to a non-solicitation restriction prohibiting the direct or indirect solicitation, recruitment, hiring, or inducement of any employee of CRH (or any CRH subsidiary or affiliate) to terminate his or her employment with CRH, or to accept employment or an engagement with Verdana, any Verdana affiliate, or

5. CONFIDENTIALITY AND TRADE SECRET PROTECTIONS 5.1 Ongoing Confidentiality Obligations. (a) All eight Individual Defendants shall remain bound by the perpetual confidentiality obligations set forth in their respective employment agreements with CRH, which survive the termination of employment for any reason and without limitation as to time. (b) Each Individual Defendant shall specifically acknowledge, in the defini

6. MONETARY TERMS 6.1 Settlement Payment. Verdana shall pay to CRH a lump-sum cash settlement payment of Twelve Million Five Hundred Thousand Dollars ($12,500,000.00), payable within thirty (30) calendar days of the execution of the definitive settlement agreement, by wire transfer of immediately available funds to a bank account designated by CRH in writing. Time shall be of the essence with respect to payment. In t

7. COMPLIANCE MONITOR 7.1 Appointment. (a) CRH proposes the appointment of an independent compliance monitor (the "Monitor") to oversee and verify the defendants' compliance with the terms of the definitive settlement agreement and the Consent Order for a period of eighteen (18) months following the execution of the definitive settlement agreement. (b) CRH proposes that the Monitor be Aldwyn Compliance Solutions LLC,

8. CONSENT ORDER AND COURT JURISDICTION 8.1 Consent Order. The parties shall jointly prepare and file with the Delaware Court of Chancery (C.A. No. 2025-0198-MTZ, Vice Chancellor Margaret T. Zhao presiding) a stipulated consent order (the "Consent Order") incorporating the following terms of the settlement: (a) the modified non-competition obligations set forth in Section 3; (b) the non-solicitation obligations set f

9. MUTUAL NON-DISPARAGEMENT 9.1 Each party to the settlement agreement—CRH, each of the eight Individual Defendants, and Verdana—shall refrain from making, directly or indirectly, any public statement, social media post, press release, communication to vendors, customers, employees, industry analysts, or members of the press, or any other communication, that disparages, defames, or casts in a negative light any other

10. PUBLIC STATEMENTS AND PRESS RELEASES 10.1 The parties shall use good-faith efforts to agree upon the text of a joint statement or mutually acceptable separate statements regarding the resolution of the dispute. Such statements shall be factual, non-inflammatory, and consistent with the terms of the settlement agreement. 10.2 No party shall issue any press release, public filing, or other public communication rega

11. REPRESENTATIONS AND WARRANTIES 11.1 Each Individual Defendant shall represent and warrant, in the definitive settlement agreement, that: (a) such Individual Defendant has not, at any time since February 7, 2025, disclosed, shared, transmitted, or otherwise made available any CRH confidential information or trade secrets to any person or entity other than his or her counsel of record (Whitfield, Nygaard & Doyle LL

12. GOVERNING LAW AND DISPUTE RESOLUTION 12.1 Governing Law. The definitive settlement agreement and all rights and obligations of the parties thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction. 12.2 Forum. Any dispute arising under or in connecti

13. DEFINITIVE DOCUMENTATION 13.1 This term sheet is non-binding and is for discussion purposes only. Neither this term sheet nor any negotiations or discussions conducted in connection herewith shall create any legally binding obligation on the part of any party. A binding agreement shall exist only upon the execution and delivery of definitive settlement documentation by all parties. 13.2 The definitive settlement

14. GREYSTONE CAPITAL PARTNERS, LP 14.1 CRH notes that Greystone Capital Partners, LP ("Greystone"), acting through Greystone Capital Fund VII, LP, is the majority equity holder of Verdana Commerce Group, Inc. Greystone Capital Fund VII, LP holds approximately seventy-two percent (72%) of the outstanding equity of Verdana. The Managing Partner of Greystone is Elliot Westbrook, with offices located at 680 Park Avenue,

15. MISCELLANEOUS 15.1 Entire Agreement. The definitive settlement agreement shall contain a standard entire agreement and integration clause, providing that the definitive settlement agreement and its exhibits constitute the entire agreement among the parties with respect to the subject matter thereof and supersede all prior negotiations, discussions, representations, and agreements, whether written or oral, relatin

16. EXPIRATION OF THIS TERM SHEET 16.1 This term sheet shall expire automatically at 11:59 PM Eastern Time on March 21, 2025 — the date of the scheduled preliminary injunction hearing before Vice Chancellor Margaret T. Zhao — unless, prior to such time, this term sheet has been accepted in writing by the defendants or is being used as the basis for continued good-faith negotiations among the parties, as confirmed in