Contract analysis

1. PARTIES 1.1 Plaintiff. Cascade Retail Holdings Inc. ("CRH" or "Plaintiff"), a corporation duly organized and existing under the laws of the State of Delaware, whose shares of common stock are listed and traded on the Nasdaq Global Select Market under the ticker symbol "CRHL." Principal Headquarters: 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119 Registered Agent (Delaware): Capitol Registered Agen

1. Priya Rathore – Former Senior Vice President, Merchandising

2. Derek Linden – Former Vice President, Hardlines Merchandising

3. Sonia Kaczmarek – Former Vice President, Softlines Merchandising

4. Amara Osei – Former Director, Private Label Strategy

5. Brent Halvorsen – Former Director, Seasonal Planning & Analytics

6. Lucia Fernandez-Gill – Former Director, Vendor Relations (Domestic)

7. Nathan Tsao – Former Senior Manager, eCommerce Merchandising

8. Kira Johansson – Former Senior Manager, Category Analytics Each member of the Rathore Group is represented by Whitfield, Nygaard & Doyle LLP, 1000 North Market Street, Suite 1500, Wilmington, Delaware 19801. Catherine Nygaard, Lead Partner. 1.3 Corporate Defendant Verdana Commerce Group, Inc. ("Verdana" or "Corporate Defendant"), a corporation duly organized and existing under the laws of the State of Delaware. Pr

2. RECITALS / BACKGROUND The following recitals are intended to provide context for the settlement framework memorialized herein and shall be incorporated, in substantially the form set forth below, into the definitive Settlement Agreement: A. CRH is a publicly traded omnichannel retail company operating approximately 387 brick-and-mortar retail locations across 34 states, together with a direct-to-consumer ecommerce

I. On March 7, 2025, upon CRH's application and following an ex parte hearing, the Court granted a Temporary Restraining Order (the "TRO") prohibiting the members of the Rathore Group from commencing employment with Verdana in any capacity and directing the preservation of all potentially relevant electronic data. The TRO was entered upon CRH's posting of an injunction bond in the amount of $2,500,000 (Bond No. BSC-2

3. MODIFIED RESTRICTIVE COVENANT TERMS The parties have agreed to the following modifications of the restrictive covenant obligations applicable to each member of the Rathore Group. These modified terms shall supersede the corresponding provisions of each individual's employment agreement and shall be incorporated into the Consent Order to be filed with the Court, as described in Section 8 below. 3.1 Non-Competition

4. DATA RETURN AND DESTRUCTION 4.1 Obligation to Return or Destroy CRH Data Each of the eight members of the Rathore Group shall return to CRH, or certify the complete and irrevocable destruction of, all CRH data, documents, files, and materials (in any format, whether electronic, physical, or otherwise) in their possession, custody, or control within ten (10) business days following the date of execution of the defi

5. MONETARY TERMS 5.1 Settlement Cash Payment Verdana Commerce Group, Inc. shall pay to Cascade Retail Holdings Inc. a lump-sum settlement payment in the amount of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) (the "Settlement Cash Payment"), payable within thirty (30) calendar days following the date of execution of the definitive Settlement Agreement. Payment shall be made by wire transfer of imme

6. COMPLIANCE MONITOR 6.1 Appointment. The parties agree to the joint appointment of Aldwyn Compliance Solutions LLC ("Aldwyn" or the "Monitor") as an independent compliance monitor to verify and report on the Rathore Group's and Verdana's compliance with the restrictive covenant and data-related obligations set forth in Sections 3 and 4 of this Revised Term Sheet. Aldwyn's principal office is located at 1700 Market

7. MUTUAL NON-DISPARAGEMENT The definitive Settlement Agreement shall contain a mutual non-disparagement clause, the material terms of which shall be as follows: (a) Applicable Persons. The non-disparagement obligations shall apply to (i) CRH, and its officers, directors, and authorized spokespersons; (ii) each member of the Rathore Group, individually; and (iii) Verdana, and its officers, directors, and authorized s

8. COURT FILINGS AND CONSENT ORDER 8.1 Consent Order The parties shall jointly prepare, execute, and file with the Court of Chancery of the State of Delaware (C.A. No. 2025-0198-MTZ) a Stipulation of Settlement and Proposed Consent Order (the "Consent Order"). The Consent Order shall incorporate the modified restrictive covenant terms set forth in Sections 3.1 through 3.4 of this Revised Term Sheet, the data return a

9. RELEASES 9.1 CRH Release Upon execution of the definitive Settlement Agreement and receipt in full of both (a) the Settlement Cash Payment of $8,750,000 pursuant to Section 5.1, and (b) the litigation cost reimbursement of $425,000 pursuant to Section 5.5, CRH shall release and forever discharge each member of the Rathore Group and Verdana from all claims, causes of action, demands, damages, liabilities, and oblig

10. REPRESENTATIONS AND WARRANTIES In connection with this settlement framework, each party makes the following representations and warranties, which shall be incorporated into the definitive Settlement Agreement: (a) Rathore Group Representations. Each member of the Rathore Group individually represents and warrants that, other than disclosures to Verdana, he or she has not disclosed, transmitted, or made available

11. DEFINITIVE DOCUMENTATION 11.1 Required Documents The parties agree that the definitive documentation necessary to implement the settlement framework set forth in this Revised Term Sheet shall consist of the following:

1. Standstill and Settlement Agreement (execution version)

2. Exhibit A: Modified Restrictive Covenant Terms (incorporating Sections 3.1 through 3.5)

3. Exhibit B: Data Return and Destruction Protocol (incorporating Section 4)

4. Exhibit C: List of Top 50 CRH Vendors (by aggregate FY2024 spend) (confidential; to be filed under seal or in redacted form with the Court)

5. Exhibit D: Form of Compliance Monitor Engagement Letter (Aldwyn Compliance Solutions LLC)

6. Exhibit E: Mutual Non-Disparagement Provisions

7. Stipulation of Settlement and Proposed Consent Order (for filing with the Delaware Court of Chancery)

8. Motion to Dissolve TRO (for filing with the Delaware Court of Chancery upon entry of the Consent Order)

9. Letter to Broadview Surety Corp. re: Discharge of Injunction Bond No. BSC-2025-TRO-04419

10. Letter to Northland Trust Company re: Cancellation of RSU Awards

11. Stipulation for Dismissal with Prejudice (to be held in escrow by Calderwood & Harkness LLP and filed upon completion of the Monitor Period, subject to Section 8.4) 11.2 Documentation Timeline The parties agree to the following target timeline for the preparation, negotiation, and execution of the definitive documentation: • March 24, 2025: Calderwood & Harkness LLP, as counsel for CRH, shall prepare and circulat

12. GOVERNING LAW The definitive Settlement Agreement and all related documents, exhibits, and ancillary agreements shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts-of-law principles that would result in the application of the laws of any other jurisdiction. The parties consent to the exclusive jurisdiction of the Court of Chancery of the State of De

13. CONFIDENTIALITY OF TERM SHEET AND SETTLEMENT This Revised Term Sheet and the terms of the settlement are confidential and shall not be disclosed, disseminated, or made available to any third party, except as follows: (a) to the Court of Chancery of the State of Delaware, as necessary in connection with the filing of the Stipulation of Settlement and Proposed Consent Order, and subject to any applicable sealing or

14. NON-BINDING NATURE This Revised Term Sheet is non-binding and is intended solely to memorialize the settlement framework discussed and agreed upon in principle at the mediation conducted on March 18, 2025. No party shall have any legal obligation under or arising from this Revised Term Sheet until the execution and delivery of the definitive Settlement Agreement by all parties thereto. Notwithstanding the foregoi