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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

[PROPOSED] CONSENT ORDER INCORPORATING MODIFIED RESTRICTIVE COVENANTS, DATA DESTRUCTION OBLIGATIONS, AND COMPLIANCE MONITOR APPOINTMENT

WHEREAS, Plaintiff Cascade Retail Holdings Inc. ("CRH" or "Plaintiff") filed its Verified Complaint for Injunctive Relief and Damages (the "Verified Complaint") in this action on March 5, 2025, asserting five counts against the Defendants: Count I for breach of restrictive covenant agreements against all eight individual defendants—Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Individual Defendants"); Count II for breach of confidentiality obligations against all eight Individual Defendants; Count III for misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. §§ 2001–2009 ("DUTSA"), against all eight Individual Defendants and Verdana Commerce Group, Inc. ("Verdana"); Count IV for tortious interference with contractual relations against Verdana; and Count V for civil conspiracy against all Individual Defendants and Verdana;

WHEREAS, following an expedited hearing on CRH's Verified Emergency Motion for Temporary Restraining Order, this Court entered a Temporary Restraining Order on March 7, 2025, restraining all eight Individual Defendants from commencing employment in merchandising roles at Verdana Commerce Group, Inc. for a period of fourteen (14) days, conditioned upon Plaintiff's posting of an injunction bond in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (Bond No. BSC-2025-TRO-04419) through Broadview Surety Corp., 175 Water Street, Suite 2400, New York, NY 10038, which bond was duly posted on March 7, 2025;

WHEREAS, on March 21, 2025, this Court entered a Consent Interim Order stipulated to by all parties, which maintained the status quo during the settlement documentation period and adjourned the preliminary injunction hearing previously scheduled for March 24, 2025;

WHEREAS, the parties participated in a full-day mediation session on March 18, 2025, before the Honorable Philip Ashford (Ret.), conducted through Meridian ADR Services LLC, and thereafter continued negotiations that resulted in the parties reaching a comprehensive settlement framework on March 20, 2025;

WHEREAS, the parties have entered into a Standstill and Settlement Agreement dated April 14, 2025 (the "Settlement Agreement"), among Cascade Retail Holdings Inc. ("CRH"), a Delaware corporation headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119, whose shares of common stock are listed on the Nasdaq Global Select Market under the ticker symbol "CRHL"; Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Individual Defendants"); and Verdana Commerce Group, Inc. ("Verdana"), a Delaware corporation with principal offices at 400 Christiana Gateway, Suite 700, Wilmington, DE 19801, which Settlement Agreement sets forth in detail the terms upon which the parties have agreed to resolve this litigation;

WHEREAS, all parties, through their respective counsel of record—Calderwood & Harkness LLP (Bernard Crawford, Esquire, lead counsel) for Plaintiff; Whitfield, Nygaard & Doyle LLP (Catherine Nygaard, Esquire, lead counsel) for the Individual Defendants; and Blackhall & Soren LLP (Gavin Blackhall, Esquire, lead counsel) for Verdana—have jointly stipulated and consented to the entry of this Consent Order in the form set forth herein; and

WHEREAS, this Court, having reviewed the parties' Stipulation of Settlement and the Settlement Agreement and its exhibits, and having considered the representations of counsel at the status conference held on April 15, 2025, and finding good cause therefor,

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED as follows:

I. DEFINITIONS

As used in this Consent Order, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement.

1. "CRH" means Cascade Retail Holdings Inc., a Delaware corporation headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119.

2. "Verdana" or "VCG" means Verdana Commerce Group, Inc., a Delaware corporation with principal offices at 400 Christiana Gateway, Suite 700, Wilmington, DE 19801.

3. "Individual Defendants" means, collectively, Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson.

4. "Settlement Agreement" means the Standstill and Settlement Agreement dated April 14, 2025, by and among CRH, the Individual Defendants, and Verdana, together with all exhibits and schedules attached thereto.

5. "Resignation Date" means February 7, 2025, the date on which each of the Individual Defendants tendered his or her resignation from employment with CRH.

6. "Restricted Categories" means (a) home goods, (b) seasonal décor, and (c) private-label apparel, as those categories are further defined and delineated in Exhibit A to the Settlement Agreement, including all sub-categories, product lines, and SKU families identified therein.

7. "Top 50 Vendors" means the fifty (50) vendors listed on the confidential exhibit filed under seal as Exhibit C to the Settlement Agreement.

8. "Compliance Monitor" means Aldwyn Compliance Solutions LLC, a limited liability company organized under the laws of the Commonwealth of Pennsylvania, with offices at 1700 Market Street, Suite 2800, Philadelphia, PA 19103, and its designated principals, agents, and employees acting in their capacity as compliance monitor under this Consent Order.

9. "Exfiltrated Data" means the fourteen thousand three hundred twenty-seven (14,327) files, comprising approximately 2.8 gigabytes of data, downloaded from CRH's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts between January 10, 2025 and February 4, 2025, as identified, catalogued, and described in the forensic report of Pinnacle Forensics LLC dated March 12, 2025 (the "Pinnacle Forensic Report"), a copy of which has been filed under seal with this Court.

10. "Project Ridgeline" means CRH's confidential five-year category expansion roadmap and all associated proprietary materials, including without limitation vendor negotiation playbooks, seasonal buying algorithms, private-label sourcing strategies, customer segmentation data, margin analysis models, assortment planning tools, and competitive intelligence summaries compiled in connection therewith.

II. MODIFIED NON-COMPETITION OBLIGATIONS

A. Priya Rathore

11. Defendant Priya Rathore shall be subject to a modified non-competition period of twelve (12) months, commencing on the Resignation Date and continuing through and including February 6, 2026. This twelve-month period represents a reduction from the original eighteen (18)-month non-competition period set forth in Section 7(a) of Ms. Rathore's Amended and Restated Employment Agreement with CRH dated March 15, 2021 (the "Rathore Employment Agreement"), which reduction was agreed upon as part of the settlement framework negotiated in this matter.

12. The geographic scope of Ms. Rathore's non-competition obligation shall encompass the entire United States of America, including all fifty states, the District of Columbia, and all territories and possessions thereof.

13. During the modified non-competition period, Ms. Rathore shall be restricted from directly or indirectly engaging in, or being employed by, retained by, or providing services to, any entity in a role involving merchandising, buying, sourcing, category planning, or strategic development functions within any of the Restricted Categories (home goods, seasonal décor, and private-label apparel) at Verdana Commerce Group, Inc. or any of its affiliates (as defined in Section II.C below). For avoidance of doubt, this restriction encompasses any advisory, consulting, independent contractor, board membership, or other arrangement pursuant to which Ms. Rathore would perform work within or provide strategic guidance concerning the Restricted Categories on behalf of Verdana or its affiliates.

14. Notwithstanding the foregoing, Ms. Rathore is expressly permitted to serve at Verdana in any role that does not involve the Restricted Categories during the non-competition period, provided that any such role does not afford Ms. Rathore access to, or responsibility for, decisions, strategies, or operations relating to the Restricted Categories. Upon the expiration of the twelve-month modified non-competition period on February 6, 2026, all non-competition restrictions imposed upon Ms. Rathore by this Consent Order and the Rathore Employment Agreement shall terminate, and Ms. Rathore shall be free to engage in any lawful employment or business activity without restriction.

B. Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson

15. Defendants Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Remaining Individual Defendants") shall each be subject to a modified non-competition period of nine (9) months, commencing on the Resignation Date and continuing through and including November 6, 2025. This nine-month period represents a reduction from the original contractual non-competition periods applicable to each of these defendants under their respective employment agreements with CRH, specifically: (i) for Derek Linden and Sonia Kaczmarek, a reduction from the original eighteen (18)-month period set forth in their respective Senior Vice President Employment Agreements with CRH; and (ii) for Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson, a reduction from the original twelve (12)-month period set forth in their respective Vice President Employment Agreements with CRH.

16. The geographic scope of the non-competition obligations of the Remaining Individual Defendants shall encompass the entire United States of America, including all fifty states, the District of Columbia, and all territories and possessions thereof.

17. During the modified non-competition period, each of the Remaining Individual Defendants shall be restricted from directly or indirectly engaging in, or being employed by, retained by, or providing services to, any entity in a role involving merchandising, buying, sourcing, category planning, or strategic development functions within any of the Restricted Categories (home goods, seasonal décor, and private-label apparel) at Verdana Commerce Group, Inc. or any of its affiliates (as defined in Section II.C below). As with Ms. Rathore, this restriction encompasses any advisory, consulting, independent contractor, board membership, or other arrangement pursuant to which any Remaining Individual Defendant would perform work within or provide strategic guidance concerning the Restricted Categories on behalf of Verdana or its affiliates.

18. Notwithstanding the foregoing, each of the Remaining Individual Defendants is expressly permitted to serve at Verdana in any role that does not involve the Restricted Categories during the non-competition period, provided that any such role does not afford the individual access to, or responsibility for, decisions, strategies, or operations relating to the Restricted Categories. Upon the expiration of the nine-month modified non-competition period on November 6, 2025, all non-competition restrictions imposed upon the Remaining Individual Defendants by this Consent Order and their respective employment agreements with CRH shall terminate, and each Remaining Individual Defendant shall be free to engage in any lawful employment or business activity without restriction.

C. General Provisions Applicable to Non-Competition

19. Nothing in this Consent Order shall be construed to prohibit any Individual Defendant from being employed by Verdana generally, provided that such employment does not violate the category-specific restrictions set forth in Sections II.A and II.B above. The parties acknowledge and agree that the restrictions imposed by this Section II are narrowly tailored to protect CRH's legitimate business interests in its proprietary strategies and competitive position within the Restricted Categories, while permitting the Individual Defendants to pursue their livelihoods in roles outside those categories.

20. For purposes of this Section II, and throughout this Consent Order, "affiliates" of Verdana shall mean and include Greystone Capital Partners, LP, Greystone Capital Fund VII, LP, and any entity that directly or indirectly controls, is controlled by, or is under common control with Verdana Commerce Group, Inc. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

III. NON-SOLICITATION OBLIGATIONS

A. Employee Non-Solicitation

21. Each of the eight Individual Defendants is hereby restrained and enjoined from directly or indirectly soliciting, recruiting, inducing, encouraging, or otherwise attempting to cause any employee of CRH to leave, terminate, or reduce his or her employment with CRH, for a period of eighteen (18) months from the Resignation Date, commencing on February 7, 2025, and continuing through and including August 6, 2026 (the "Employee Non-Solicitation Period").

22. This employee non-solicitation restriction shall apply to all employees of CRH, regardless of department, function, title, level, or geographic location. The parties acknowledge that the scope of this provision is appropriate in light of the nature and seniority of the positions held by the Individual Defendants at CRH, each of whom had extensive cross-functional relationships and broad access to personnel across CRH's organization.

23. For purposes of this Section III.A, "indirectly" soliciting, recruiting, inducing, or encouraging includes, without limitation, directing or requesting that any third party—including any employee, agent, recruiter, or representative of Verdana—contact, solicit, recruit, or otherwise attempt to cause a CRH employee to leave CRH's employment.

24. Verdana shall not knowingly direct, assist, encourage, or facilitate any Individual Defendant in violating the employee non-solicitation obligations set forth in this Section III.A. Nothing in this paragraph shall be construed to prohibit Verdana from engaging in general recruitment activities (such as posting job advertisements on public job boards or at career fairs) that are not targeted at CRH employees, provided that Verdana does not use confidential information obtained from the Individual Defendants to identify or target CRH employees for recruitment.

B. Vendor Non-Solicitation

25. Each of the eight Individual Defendants is hereby restrained and enjoined from directly or indirectly soliciting, diverting, or attempting to divert business from any of CRH's Top 50 Vendors (as identified in the confidential list filed under seal as Exhibit C to the Settlement Agreement) for a period of twelve (12) months from the Resignation Date, commencing on February 7, 2025, and continuing through and including February 6, 2026 (the "Vendor Non-Solicitation Period").

26. This vendor non-solicitation restriction applies only to solicitation undertaken for the benefit of Verdana or its affiliates (as defined in Section II.C above) and does not restrict the Individual Defendants from maintaining general vendor relationships in non-competing contexts, or from engaging with any of the Top 50 Vendors in connection with employment at any entity other than Verdana or its affiliates, provided such engagement does not involve the disclosure or use of CRH confidential information or trade secrets.

27. For purposes of this Section III.B, "soliciting, diverting, or attempting to divert business" means any direct or indirect effort to cause a Top 50 Vendor to reduce, terminate, or modify its business relationship with CRH in favor of a business relationship with Verdana or its affiliates, or to redirect to Verdana or its affiliates any supply, manufacturing capacity, distribution arrangement, or commercial opportunity that would otherwise be available to CRH.

28. Verdana shall not knowingly direct, assist, encourage, or facilitate any Individual Defendant in violating the vendor non-solicitation obligations set forth in this Section III.B.

IV. CONFIDENTIALITY OBLIGATIONS

29. Each of the eight Individual Defendants is hereby permanently enjoined and restrained from using, disclosing, disseminating, publishing, copying, or transmitting, directly or indirectly, any CRH confidential information or trade secrets, in any form and regardless of the medium in which such information is stored or communicated. This permanent injunction encompasses, without limitation, the following categories of CRH proprietary information:

(a) All Project Ridgeline materials, including the five-year category expansion roadmap, strategic planning memoranda, board presentations, and all supporting analyses and documentation;

(b) Proprietary vendor negotiation playbooks, including negotiation strategies, pricing models, volume discount schedules, rebate structures, and vendor performance scorecards;

(c) Seasonal buying algorithms and related quantitative models, including demand forecasting tools, inventory optimization models, and markdown cadence algorithms;

(d) Private-label sourcing strategies and cost models, including factory pricing, landed cost analyses, quality assurance specifications, and exclusivity arrangements;

(e) Customer segmentation data, including customer lifetime value models, demographic and psychographic profiles, purchase history analytics, and loyalty program data;

(f) Ecommerce assortment algorithms, including product recommendation engines, A/B testing results, conversion rate optimization data, and digital merchandising strategies; and

(g) Any other information that constitutes a "trade secret" as defined in 6 Del. C. § 2001(4), or that is designated as confidential or proprietary under the employment agreements between CRH and the Individual Defendants.

30. The confidentiality obligations set forth in this Section IV are perpetual in nature and shall survive the expiration of all other time-limited provisions of this Consent Order. The parties acknowledge and agree that the information described in this Section IV derives independent economic value from not being generally known to, or readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that CRH has made reasonable efforts to maintain the secrecy of such information.

31. Verdana Commerce Group, Inc. is hereby permanently enjoined and restrained from using, disclosing, disseminating, or otherwise exploiting any CRH confidential information or trade secrets that Verdana obtained, directly or indirectly, through any of the Individual Defendants, or through any other means in connection with the events giving rise to this litigation. This permanent injunction applies regardless of whether such information has been incorporated into Verdana's systems, strategies, business plans, or operations, and regardless of whether such information has been combined with, or integrated into, Verdana's own proprietary information.

V. DATA RETURN AND DESTRUCTION OBLIGATIONS

A. Return or Destruction of Exfiltrated Data

32. Within ten (10) business days of April 14, 2025 (the execution date of the Settlement Agreement)—i.e., on or before April 28, 2025—each of the eight Individual Defendants shall return to CRH, or certify under oath to the complete destruction of, all Exfiltrated Data, comprising the fourteen thousand three hundred twenty-seven (14,327) files (approximately 2.8 gigabytes) identified in the Pinnacle Forensic Report, including without limitation all copies, duplicates, derivatives, summaries, extracts, compilations, or other reproductions thereof, in whole or in part, whether stored on personal computers, laptops, tablets, mobile phones, personal cloud storage accounts (including but not limited to Hollowell Health IT, Larkspur Technologies, Meridian Systems, Cobalt Ridge Systems, and box accounts), external hard drives, USB flash drives, email accounts (including sent, received, drafts, and archived messages), messaging applications, or any other medium or format, whether physical or electronic.

33. Each Individual Defendant shall execute and deliver to CRH's counsel a sworn certification of compliance with Paragraph 32 above, in substantially the form attached as Exhibit B to the Settlement Agreement (the "Data Destruction Certification"). Each Data Destruction Certification shall be notarized and shall include a detailed description of the steps taken by the Individual Defendant to identify, locate, and destroy or return all Exfiltrated Data, as well as a representation that the Individual Defendant has conducted a diligent and good-faith search of all devices, accounts, and storage media in the Individual Defendant's possession, custody, or control.

B. Verdana Data Purge

34. Verdana shall conduct, at its own expense, a comprehensive search and purge of all CRH-origin data from its information technology systems, servers, devices, workstations, email systems, collaboration platforms, cloud storage environments, backup media, and any other storage media in Verdana's possession, custody, or control (the "Verdana Data Purge"). The Verdana Data Purge shall encompass all data that originated from CRH, regardless of whether such data was received directly from any Individual Defendant, forwarded by a Verdana employee, or otherwise introduced into Verdana's systems.

35. Verdana shall certify compliance with the Verdana Data Purge under oath, through an affidavit executed by Verdana's Chief Information Officer or a comparably senior officer, within ten (10) business days of April 14, 2025—i.e., on or before April 28, 2025. Such certification shall describe in reasonable detail the scope and methodology of the search and purge, the systems and storage media examined, and the results of the purge, including the volume and nature of any CRH-origin data identified and destroyed.

C. Independent Forensic Audit

36. Verdana shall permit, and shall fully cooperate with, an independent forensic audit of its information technology systems, servers, devices, workstations, email systems, collaboration platforms, cloud storage environments, backup media, and any other storage media, to be conducted by Pinnacle Forensics LLC (Dr. Rajiv Anand, Engagement Lead; 8700 Georgia Avenue, Suite 300, Silver Spring, MD 20910) (the "Forensic Auditor"), for the purpose of verifying Verdana's compliance with the data destruction obligations set forth in Sections V.A and V.B above.

37. The forensic audit shall be commenced within ten (10) business days of Verdana's delivery of its sworn certification of compliance under Paragraph 35 and shall be completed within forty-five (45) days of April 14, 2025—i.e., on or before May 29, 2025. The Forensic Auditor shall have full access to Verdana's systems and storage media as reasonably necessary to conduct a thorough audit, subject to the confidentiality protections set forth in the Protective Order entered in this action and any supplemental access protocols agreed upon among the parties.

38. Verdana shall bear the full cost of the forensic audit, including all fees, expenses, and costs of the Forensic Auditor, subject to an aggregate fee cap of One Hundred Seventy-Five Thousand Dollars ($175,000.00). In the event that the actual cost of the forensic audit exceeds this cap, any additional costs shall be borne equally by Verdana and CRH, unless otherwise ordered by the Court.

39. Upon completion of the forensic audit, Pinnacle Forensics LLC shall prepare a written report of its findings (the "Forensic Audit Report") and shall deliver the Forensic Audit Report simultaneously to counsel for all parties and to the Court. The Forensic Audit Report shall be filed under seal pursuant to the Protective Order entered in this action.

40. If the Forensic Audit Report identifies any CRH-origin data remaining on Verdana's systems, servers, devices, or storage media, Verdana shall immediately destroy all such data under the supervision of the Forensic Auditor, and shall re-certify compliance under oath within five (5) business days of such destruction. Any failure by Verdana to promptly destroy CRH-origin data identified in the Forensic Audit Report shall constitute a violation of this Consent Order.

VI. MONETARY OBLIGATIONS

41. The following monetary terms, set forth in the Settlement Agreement, are incorporated herein by reference and are enforceable as obligations under this Consent Order:

(a) Verdana Settlement Payment. Verdana shall pay to CRH the sum of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000.00) as a lump-sum settlement payment (the "Settlement Payment"), by wire transfer of immediately available funds to an account designated by CRH, within thirty (30) days of April 14, 2025—i.e., on or before May 14, 2025.

(b) Litigation Cost Reimbursement. Verdana shall reimburse CRH the sum of Four Hundred Twenty-Five Thousand Dollars ($425,000.00) toward CRH's litigation costs incurred in connection with this action (the "Cost Reimbursement"), by wire transfer of immediately available funds to an account designated by CRH, within thirty (30) days of April 14, 2025—i.e., on or before May 14, 2025.

(c) Rathore Equity Forfeiture. Defendant Priya Rathore shall forfeit one hundred percent (100%) of her unvested CRH restricted stock units ("RSUs"), with an aggregate value of Three Hundred Sixty-Two Thousand Five Hundred Dollars ($362,500.00). This forfeiture amount comprises (i) One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($181,250.00) in unvested RSUs that had not yet vested as of the Resignation Date, and (ii) One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($181,250.00) representing the clawback of the final vested tranche of RSUs pursuant to the for-cause clawback provision set forth in Section 8(c) of the Rathore Employment Agreement, which clawback was triggered by Ms. Rathore's breach of the restrictive covenant provisions of such agreement. CRH shall effect the cancellation and forfeiture of such RSUs through its equity plan administrator in accordance with the terms of CRH's 2019 Equity Incentive Plan, as amended.

(d) Remaining Individual Defendants Equity Forfeiture. Defendants Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson shall each forfeit his or her respective unvested CRH equity on a pro rata basis, in the aggregate amount of Four Hundred Eighty-Seven Thousand Dollars ($487,000.00), as calculated and set forth in the individual forfeiture schedules appended to the Settlement Agreement. CRH shall effect the cancellation and forfeiture of such equity through its equity plan administrator in accordance with the terms of CRH's 2019 Equity Incentive Plan, as amended.

42. The total economic recovery to CRH under the Settlement Agreement and this Consent Order is Ten Million Twenty-Four Thousand Five Hundred Dollars ($10,024,500.00), calculated as follows:

43. Any failure by Verdana to make the Settlement Payment or the Cost Reimbursement within the time periods specified in Paragraph 41(a) and (b) above shall constitute a violation of this Consent Order, enforceable through contempt proceedings before this Court. In the event of such failure, interest shall accrue on any unpaid amount at the rate of one percent (1%) per month (twelve percent (12%) per annum), compounded monthly, from the due date until the date of payment. The foregoing remedy is in addition to, and not in lieu of, any other remedies available to CRH under the Settlement Agreement or applicable law.

VII. APPOINTMENT OF INDEPENDENT COMPLIANCE MONITOR

A. Appointment.

44. The Court hereby approves the appointment of Aldwyn Compliance Solutions LLC, 1700 Market Street, Suite 2800, Philadelphia, PA 19103, as the independent compliance monitor (the "Compliance Monitor") in this matter. The Court finds that Aldwyn Compliance Solutions LLC possesses the requisite qualifications, independence, and experience to serve in this capacity, and that the appointment of a compliance monitor is appropriate and necessary to ensure compliance with the terms of this Consent Order.

45. The Compliance Monitor shall serve for a term of twelve (12) months, commencing on April 14, 2025, and expiring on April 14, 2026 (the "Monitoring Period"), unless extended by further order of this Court upon application by any party or upon recommendation of the Compliance Monitor.

B. Scope and Duties

46. During the Monitoring Period, the Compliance Monitor shall perform the following duties:

(a) Conduct quarterly verification of compliance by the Individual Defendants and Verdana with the modified non-competition obligations set forth in Section II of this Consent Order;

(b) Conduct quarterly verification of compliance by the Individual Defendants and Verdana with the non-solicitation obligations set forth in Section III of this Consent Order;

(c) Conduct quarterly verification of compliance by the Individual Defendants and Verdana with the confidentiality obligations set forth in Section IV of this Consent Order;

(d) Conduct quarterly verification of compliance by the Individual Defendants and Verdana with the data return and destruction obligations set forth in Section V of this Consent Order, including review of any supplemental certifications or forensic reports;

(e) Review relevant documents, records, communications, organizational charts, job descriptions, and other materials of CRH, Verdana, and the Individual Defendants as reasonably necessary to verify compliance with the obligations set forth in this Consent Order;

(f) Conduct interviews of relevant personnel of CRH and Verdana, including but not limited to the Individual Defendants, their supervisors and direct reports at Verdana, and such other individuals as the Compliance Monitor deems necessary in the exercise of its professional judgment; and

(g) Prepare and submit quarterly written reports to all parties and to the Court, summarizing the Compliance Monitor's activities, findings, and conclusions for the applicable quarter, including any recommendations for corrective action or additional monitoring.

47. The quarterly reports shall be due within fifteen (15) days following the end of each calendar quarter during the Monitoring Period, with the first report due on or before July 15, 2025. Each report shall be filed with the Court under seal pursuant to the Protective Order entered in this action, and copies shall be served simultaneously upon counsel for all parties.

C. Cost Allocation

48. The total estimated cost of the Compliance Monitor's services during the Monitoring Period is Three Hundred Sixty Thousand Dollars ($360,000.00), inclusive of fees and reasonable expenses. The costs of the Compliance Monitor shall be allocated as follows:

(a) Verdana shall bear sixty percent (60%) of the Compliance Monitor's fees and expenses, in the estimated amount of Two Hundred Sixteen Thousand Dollars ($216,000.00); and

(b) CRH shall bear forty percent (40%) of the Compliance Monitor's fees and expenses, in the estimated amount of One Hundred Forty-Four Thousand Dollars ($144,000.00).

49. If the actual fees and expenses of the Compliance Monitor exceed the estimated total of $360,000.00, the parties shall bear such excess costs in the same 60/40 allocation (Verdana/CRH). In the event of a dispute regarding the reasonableness of any fees or expenses of the Compliance Monitor, any party may apply to this Court for a determination.

D. Cooperation.

50. All parties and their counsel shall cooperate fully and in good faith with the Compliance Monitor in the performance of its duties, including providing timely access to personnel, documents, records, systems, and information as reasonably requested by the Compliance Monitor. The parties acknowledge that such cooperation is essential to the effective functioning of the compliance monitoring process and to the protection of the interests embodied in this Consent Order.

51. The specific terms of the information-sharing and access framework governing the Compliance Monitor's work, including protocols for document requests, interview scheduling, confidentiality protections, and privilege issues, are set forth in the Letter Agreement Among CRH, Verdana, and Aldwyn Compliance Solutions LLC, executed as of April 14, 2025 (the "Monitor Letter Agreement"), a copy of which is attached as Exhibit D to the Settlement Agreement and is incorporated herein by reference. In the event of any dispute regarding the scope of the Compliance Monitor's access or the parties' cooperation obligations, the Compliance Monitor or any party may apply to this Court for resolution.

E. Reporting of Violations

52. If, at any time during the Monitoring Period, the Compliance Monitor identifies a suspected violation of any provision of this Consent Order, the Compliance Monitor shall promptly notify all parties and the Court in writing, providing a detailed description of the suspected violation, the evidence supporting the Compliance Monitor's finding, and any recommended corrective measures.

53. Upon receipt of a report of a suspected violation from the Compliance Monitor, the Court retains full authority to schedule a hearing on such report on an expedited basis, to issue such interim relief as may be appropriate, and to impose appropriate remedies for any confirmed violation, including the remedies set forth in Section X of this Consent Order.

VIII. MUTUAL NON-DISPARAGEMENT

54. The mutual non-disparagement provisions set forth in Exhibit E to the Settlement Agreement are hereby incorporated herein by reference and are enforceable as obligations under this Consent Order.

55. CRH, each of the Individual Defendants, and Verdana shall refrain from making any public or private statements that are disparaging, defamatory, or derogatory regarding any other party hereto, or regarding the officers, directors, employees, agents, or representatives of any other party hereto, in connection with the events, circumstances, allegations, claims, and defenses giving rise to this litigation, the negotiation and execution of the Settlement Agreement, or the terms and entry of this Consent Order. Each party shall use commercially reasonable efforts to ensure that its officers, directors, employees, and agents comply with this non-disparagement obligation.

56. Notwithstanding the foregoing, the non-disparagement obligations set forth in this Section VIII shall not restrict or prohibit any party from: (a) making truthful statements in connection with any judicial, arbitral, administrative, or regulatory proceeding, including depositions, hearings, and trial testimony; (b) making disclosures required by applicable law, rule, or regulation, including without limitation disclosures required under securities laws and regulations applicable to CRH as a publicly traded company; (c) making truthful statements in response to a subpoena, civil investigative demand, or other compulsory legal process; or (d) communicating with law enforcement authorities or regulatory agencies in connection with any investigation.

IX. DISSOLUTION OF TEMPORARY RESTRAINING ORDER

57. Upon entry of this Consent Order, the Temporary Restraining Order entered by this Court on March 7, 2025 (the "TRO") is hereby dissolved, vacated, and of no further force or effect, as the obligations set forth in this Consent Order fully supersede the restrictions imposed by the TRO.

58. The injunction bond posted by CRH in connection with the TRO, Bond No. BSC-2025-TRO-04419, in the principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00), issued by Broadview Surety Corp., 175 Water Street, Suite 2400, New York, NY 10038, shall be released and discharged in its entirety upon entry of this Consent Order. Plaintiff's counsel shall promptly deliver to Broadview Surety Corp. a certified copy of this Consent Order together with a written request for release and discharge of the bond, and Broadview Surety Corp. is hereby authorized and directed to release and discharge Bond No. BSC-2025-TRO-04419 forthwith.

X. RETENTION OF JURISDICTION

59. The Court of Chancery of the State of Delaware retains exclusive jurisdiction over the parties to this Consent Order—CRH, each of the Individual Defendants, and Verdana—for all purposes relating to the interpretation, implementation, enforcement, and modification of the terms of this Consent Order and the Settlement Agreement.

60. Any party may apply to this Court for relief upon a breach or threatened breach of any obligation set forth in this Consent Order, including by way of motion for contempt, motion for injunctive relief, or such other application as may be appropriate under the circumstances. The Court may, in its discretion, impose appropriate remedies for any violation of this Consent Order, including but not limited to: (a) monetary sanctions, including compensatory damages, disgorgement of profits, and attorneys' fees; (b) extension of any restrictive period set forth in this Consent Order; (c) temporary, preliminary, or permanent injunctive relief; and (d) such other and further relief as the Court deems just and equitable.

61. This retention of jurisdiction shall continue for a period co-extensive with the longest outstanding time-limited obligation under this Consent Order—i.e., until the expiration of the eighteen (18)-month employee non-solicitation period on August 6, 2026—or until the final resolution of any enforcement proceedings then pending before this Court, whichever is later. In no event shall the Court's jurisdiction terminate while any enforcement proceeding remains pending and unresolved.

62. The perpetual confidentiality obligations set forth in Section IV of this Consent Order survive independently of this Court's retention of jurisdiction and are enforceable by separate action in any court of competent jurisdiction in the State of Delaware, in addition to being enforceable by application to this Court during the period of retained jurisdiction.

XI. EFFECT ON SETTLEMENT AGREEMENT

63. This Consent Order incorporates the material terms of the Settlement Agreement, and the parties have consented to the entry of this Consent Order as a means of providing judicial enforceability to the key provisions of their settlement. However, this Consent Order does not supersede or replace the Settlement Agreement, which remains in full force and effect as a binding contractual obligation among the parties, enforceable in accordance with its terms.

64. In the event of any conflict or inconsistency between the terms of this Consent Order and the terms of the Settlement Agreement, the terms of this Consent Order shall control and govern, and the conflicting or inconsistent provision of the Settlement Agreement shall be deemed modified to the extent necessary to conform to this Consent Order.

65. The following exhibits to the Settlement Agreement are incorporated herein by reference and shall be deemed part of this Consent Order as if fully set forth herein:

(a) Exhibit A: Modified Restrictive Covenant Terms (defining, among other things, the Restricted Categories and the scope of the modified non-competition obligations);

(b) Exhibit B: Data Return and Destruction Protocol (setting forth the procedures and forms for the Individual Defendants' data destruction certifications);

(d) Exhibit D: Form of Compliance Monitor Engagement Letter (setting forth the terms of engagement of Aldwyn Compliance Solutions LLC); and

(e) Exhibit E: Mutual Non-Disparagement Provisions.

XII. DISMISSAL

66. Upon the expiration of the twelve (12)-month Compliance Monitor term on April 14, 2026, and provided that: (a) no enforcement proceedings are then pending before this Court; (b) the Compliance Monitor has not identified any unresolved violations of this Consent Order; and (c) all monetary, data destruction, and other obligations set forth in this Consent Order have been fully satisfied, the parties shall promptly file a joint Stipulation for Dismissal with Prejudice of this action, C.A. No. 2025-0198-MTZ, with each party to bear its own costs and attorneys' fees except as otherwise provided in this Consent Order and the Settlement Agreement.

67. If any enforcement proceeding is pending before this Court at the time of the expiration of the Compliance Monitor term, the Court's jurisdiction over this action shall remain in full force and effect, and the case shall remain open on the docket, until the final resolution of all such enforcement proceedings, including any appeals therefrom. Following such final resolution, the parties shall file the joint Stipulation for Dismissal with Prejudice as provided in Paragraph 66 above, subject to such modifications as the Court may direct.

XIII. NOTICE PROVISIONS

68. All notices, reports, certifications, and other communications required or permitted to be given under this Consent Order shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; or (c) sent by nationally recognized overnight courier service, in each case to the following addresses (or to such other address as any party may designate by written notice to the other parties):

For Plaintiff Cascade Retail Holdings Inc.:

Bernard Crawford, Esq. Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005

and

Theresa Yun-Park, Esq. General Counsel Cascade Retail Holdings Inc. 2200 Elliott Avenue West, Suite 3400 Seattle, WA 98119

For the Individual Defendants:

Catherine Nygaard, Esq. Whitfield, Nygaard & Doyle LLP 1000 North Market Street, Suite 1500 Wilmington, DE 19801

For Verdana Commerce Group, Inc.:

Gavin Blackhall, Esq. Blackhall & Soren LLP 300 Delaware Avenue, Suite 900 Wilmington, DE 19801

and

Helen Tsoi, Esq. General Counsel Verdana Commerce Group, Inc. 400 Christiana Gateway, Suite 700 Wilmington, DE 19801

For the Compliance Monitor:

Aldwyn Compliance Solutions LLC 1700 Market Street, Suite 2800 Philadelphia, PA 19103

XIV. MISCELLANEOUS

69. This Consent Order is binding upon the parties hereto and their respective successors, assigns, heirs, executors, administrators, officers, directors, agents, employees, and all persons acting in concert or participation with them who receive actual notice of this Consent Order by personal service or otherwise.

70. No modification, amendment, or waiver of any provision of this Consent Order shall be effective unless approved by this Court upon written application by any party, with notice to all other parties and an opportunity to be heard. The parties may jointly apply for modification of this Consent Order by filing a stipulation setting forth the proposed modification and demonstrating good cause therefor.

71. This Consent Order shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

72. Each party represents and warrants that the individual executing this Consent Order on its behalf, or consenting to this Consent Order on its behalf through counsel, is duly authorized to do so, and that such party has taken all corporate, partnership, or other action necessary to authorize the execution of, and consent to, this Consent Order.

73. If any provision of this Consent Order is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the parties.

74. This Consent Order may be enforced by any party through any means available under the laws of the State of Delaware and the rules and procedures of this Court, including without limitation proceedings for civil contempt. The prevailing party in any enforcement proceeding brought pursuant to this Consent Order shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such proceeding.

75. The Clerk of this Court is directed to maintain the confidential exhibits referenced herein (including Exhibit C to the Settlement Agreement and the Forensic Audit Report) under seal, subject to the terms of the Protective Order entered in this action.

CONSENT OF THE PARTIES

The undersigned counsel, being duly authorized by their respective clients, hereby consent to the entry of this Consent Order in the form set forth above.

FOR PLAINTIFF CASCADE RETAIL HOLDINGS INC.:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Bernard Crawford, Esq.

Title: Partner, Counsel for Plaintiff Cascade Retail Holdings Inc.

Date: ________

FOR INDIVIDUAL DEFENDANTS PRIYA RATHORE, DEREK LINDEN, SONIA KACZMAREK, AMARA OSEI, BRENT HALVORSEN, LUCIA FERNANDEZ-GILL, NATHAN TSAO, AND KIRA JOHANSSON:

WHITFIELD, NYGAARD & DOYLE LLP

By: ________

Name: Catherine Nygaard, Esq.

Title: Partner, Counsel for Individual Defendants

Date: ________

FOR DEFENDANT VERDANA COMMERCE GROUP, INC.:

BLACKHALL & SOREN LLP

By: ________

Name: Gavin Blackhall, Esq.

Title: Partner, Counsel for Verdana Commerce Group, Inc.

Date: ________

ORDER

For the reasons set forth in the foregoing Consent Order, and upon the stipulation and consent of all parties, the Court having reviewed the Stipulation of Settlement, the Settlement Agreement and its exhibits, and the representations of counsel, and finding good cause therefor, IT IS SO ORDERED this _ day of ____, 2025.

________________________________________

Vice Chancellor Margaret T. Zhao Court of Chancery of the State of Delaware

CASCADE RETAIL HOLDINGS INC., a Delaware corporation,

Plaintiff,

PRIYA RATHORE, DEREK LINDEN, SONIA KACZMAREK, AMARA OSEI, BRENT HALVORSEN, LUCIA FERNANDEZ-GILL, NATHAN TSAO, KIRA JOHANSSON, and VERDANA COMMERCE GROUP, INC., a Delaware corporation,

Defendants.

Component	Amount
Verdana Settlement Payment	$8,750,000.00
Rathore Equity Forfeiture	$362,500.00
Remaining Individual Defendants Equity Forfeiture	$487,000.00
Litigation Cost Reimbursement	$425,000.00
Total	$10,024,500.00

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
[PROPOSED] CONSENT ORDER INCORPORATING MODIFIED RESTRICTIVE COVENANTS, DATA DESTRUCTION OBLIGATIONS, AND COMPLIANCE MONITOR APPOINTMENT
WHEREAS, Plaintiff Cascade Retail Holdings Inc. ("CRH" or "Plaintiff") filed its Verified Complaint for Injunctive Relief and Damages (the "Verified Complaint") in this action on March 5, 2025, asserting five counts against the Defendants: Count I for breach of restrictive covenant agreements against all eight individual defendants—Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Individual Defendants"); Count II for breach of confidentiality obligations against all eight Individual Defendants; Count III for misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. §§ 2001–2009 ("DUTSA"), against all eight Individual Defendants and Verdana Commerce Group, Inc. ("Verdana"); Count IV for tortious interference with contractual relations against Verdana; and Count V for civil conspiracy against all Individual Defendants and Verdana;
WHEREAS, following an expedited hearing on CRH's Verified Emergency Motion for Temporary Restraining Order, this Court entered a Temporary Restraining Order on March 7, 2025, restraining all eight Individual Defendants from commencing employment in merchandising roles at Verdana Commerce Group, Inc. for a period of fourteen (14) days, conditioned upon Plaintiff's posting of an injunction bond in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (Bond No. BSC-2025-TRO-04419) through Broadview Surety Corp., 175 Water Street, Suite 2400, New York, NY 10038, which bond was duly posted on March 7, 2025;
WHEREAS, on March 21, 2025, this Court entered a Consent Interim Order stipulated to by all parties, which maintained the status quo during the settlement documentation period and adjourned the preliminary injunction hearing previously scheduled for March 24, 2025;
WHEREAS, the parties participated in a full-day mediation session on March 18, 2025, before the Honorable Philip Ashford (Ret.), conducted through Meridian ADR Services LLC, and thereafter continued negotiations that resulted in the parties reaching a comprehensive settlement framework on March 20, 2025;
WHEREAS, the parties have entered into a Standstill and Settlement Agreement dated April 14, 2025 (the "Settlement Agreement"), among Cascade Retail Holdings Inc. ("CRH"), a Delaware corporation headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119, whose shares of common stock are listed on the Nasdaq Global Select Market under the ticker symbol "CRHL"; Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Individual Defendants"); and Verdana Commerce Group, Inc. ("Verdana"), a Delaware corporation with principal offices at 400 Christiana Gateway, Suite 700, Wilmington, DE 19801, which Settlement Agreement sets forth in detail the terms upon which the parties have agreed to resolve this litigation;
WHEREAS, all parties, through their respective counsel of record—Calderwood & Harkness LLP (Bernard Crawford, Esquire, lead counsel) for Plaintiff; Whitfield, Nygaard & Doyle LLP (Catherine Nygaard, Esquire, lead counsel) for the Individual Defendants; and Blackhall & Soren LLP (Gavin Blackhall, Esquire, lead counsel) for Verdana—have jointly stipulated and consented to the entry of this Consent Order in the form set forth herein; and
WHEREAS, this Court, having reviewed the parties' Stipulation of Settlement and the Settlement Agreement and its exhibits, and having considered the representations of counsel at the status conference held on April 15, 2025, and finding good cause therefor,
NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED as follows:
I. DEFINITIONS
As used in this Consent Order, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement.
1.  "CRH" means Cascade Retail Holdings Inc., a Delaware corporation headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119.
2.  "Verdana" or "VCG" means Verdana Commerce Group, Inc., a Delaware corporation with principal offices at 400 Christiana Gateway, Suite 700, Wilmington, DE 19801.
3.  "Individual Defendants" means, collectively, Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson.
4.  "Settlement Agreement" means the Standstill and Settlement Agreement dated April 14, 2025, by and among CRH, the Individual Defendants, and Verdana, together with all exhibits and schedules attached thereto.
5.  "Resignation Date" means February 7, 2025, the date on which each of the Individual Defendants tendered his or her resignation from employment with CRH.
6.  "Restricted Categories" means (a) home goods, (b) seasonal décor, and (c) private-label apparel, as those categories are further defined and delineated in Exhibit A to the Settlement Agreement, including all sub-categories, product lines, and SKU families identified therein.
7.  "Top 50 Vendors" means the fifty (50) vendors listed on the confidential exhibit filed under seal as Exhibit C to the Settlement Agreement.
8.  "Compliance Monitor" means Aldwyn Compliance Solutions LLC, a limited liability company organized under the laws of the Commonwealth of Pennsylvania, with offices at 1700 Market Street, Suite 2800, Philadelphia, PA 19103, and its designated principals, agents, and employees acting in their capacity as compliance monitor under this Consent Order.
9.  "Exfiltrated Data" means the fourteen thousand three hundred twenty-seven (14,327) files, comprising approximately 2.8 gigabytes of data, downloaded from CRH's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts between January 10, 2025 and February 4, 2025, as identified, catalogued, and described in the forensic report of Pinnacle Forensics LLC dated March 12, 2025 (the "Pinnacle Forensic Report"), a copy of which has been filed under seal with this Court.
10.  "Project Ridgeline" means CRH's confidential five-year category expansion roadmap and all associated proprietary materials, including without limitation vendor negotiation playbooks, seasonal buying algorithms, private-label sourcing strategies, customer segmentation data, margin analysis models, assortment planning tools, and competitive intelligence summaries compiled in connection therewith.
II. MODIFIED NON-COMPETITION OBLIGATIONS
A. Priya Rathore
11.  Defendant Priya Rathore shall be subject to a modified non-competition period of twelve (12) months, commencing on the Resignation Date and continuing through and including February 6, 2026. This twelve-month period represents a reduction from the original eighteen (18)-month non-competition period set forth in Section 7(a) of Ms. Rathore's Amended and Restated Employment Agreement with CRH dated March 15, 2021 (the "Rathore Employment Agreement"), which reduction was agreed upon as part of the settlement framework negotiated in this matter.
12.  The geographic scope of Ms. Rathore's non-competition obligation shall encompass the entire United States of America, including all fifty states, the District of Columbia, and all territories and possessions thereof.
13.  During the modified non-competition period, Ms. Rathore shall be restricted from directly or indirectly engaging in, or being employed by, retained by, or providing services to, any entity in a role involving merchandising, buying, sourcing, category planning, or strategic development functions within any of the Restricted Categories (home goods, seasonal décor, and private-label apparel) at Verdana Commerce Group, Inc. or any of its affiliates (as defined in Section II.C below). For avoidance of doubt, this restriction encompasses any advisory, consulting, independent contractor, board membership, or other arrangement pursuant to which Ms. Rathore would perform work within or provide strategic guidance concerning the Restricted Categories on behalf of Verdana or its affiliates.
14.  Notwithstanding the foregoing, Ms. Rathore is expressly permitted to serve at Verdana in any role that does not involve the Restricted Categories during the non-competition period, provided that any such role does not afford Ms. Rathore access to, or responsibility for, decisions, strategies, or operations relating to the Restricted Categories. Upon the expiration of the twelve-month modified non-competition period on February 6, 2026, all non-competition restrictions imposed upon Ms. Rathore by this Consent Order and the Rathore Employment Agreement shall terminate, and Ms. Rathore shall be free to engage in any lawful employment or business activity without restriction.
B. Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson
15.  Defendants Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Remaining Individual Defendants") shall each be subject to a modified non-competition period of nine (9) months, commencing on the Resignation Date and continuing through and including November 6, 2025. This nine-month period represents a reduction from the original contractual non-competition periods applicable to each of these defendants under their respective employment agreements with CRH, specifically: (i) for Derek Linden and Sonia Kaczmarek, a reduction from the original eighteen (18)-month period set forth in their respective Senior Vice President Employment Agreements with CRH; and (ii) for Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson, a reduction from the original twelve (12)-month period set forth in their respective Vice President Employment Agreements with CRH.
16.  The geographic scope of the non-competition obligations of the Remaining Individual Defendants shall encompass the entire United States of America, including all fifty states, the District of Columbia, and all territories and possessions thereof.
17.  During the modified non-competition period, each of the Remaining Individual Defendants shall be restricted from directly or indirectly engaging in, or being employed by, retained by, or providing services to, any entity in a role involving merchandising, buying, sourcing, category planning, or strategic development functions within any of the Restricted Categories (home goods, seasonal décor, and private-label apparel) at Verdana Commerce Group, Inc. or any of its affiliates (as defined in Section II.C below). As with Ms. Rathore, this restriction encompasses any advisory, consulting, independent contractor, board membership, or other arrangement pursuant to which any Remaining Individual Defendant would perform work within or provide strategic guidance concerning the Restricted Categories on behalf of Verdana or its affiliates.
18.  Notwithstanding the foregoing, each of the Remaining Individual Defendants is expressly permitted to serve at Verdana in any role that does not involve the Restricted Categories during the non-competition period, provided that any such role does not afford the individual access to, or responsibility for, decisions, strategies, or operations relating to the Restricted Categories. Upon the expiration of the nine-month modified non-competition period on November 6, 2025, all non-competition restrictions imposed upon the Remaining Individual Defendants by this Consent Order and their respective employment agreements with CRH shall terminate, and each Remaining Individual Defendant shall be free to engage in any lawful employment or business activity without restriction.
C. General Provisions Applicable to Non-Competition
19.  Nothing in this Consent Order shall be construed to prohibit any Individual Defendant from being employed by Verdana generally, provided that such employment does not violate the category-specific restrictions set forth in Sections II.A and II.B above. The parties acknowledge and agree that the restrictions imposed by this Section II are narrowly tailored to protect CRH's legitimate business interests in its proprietary strategies and competitive position within the Restricted Categories, while permitting the Individual Defendants to pursue their livelihoods in roles outside those categories.
20.  For purposes of this Section II, and throughout this Consent Order, "affiliates" of Verdana shall mean and include Greystone Capital Partners, LP, Greystone Capital Fund VII, LP, and any entity that directly or indirectly controls, is controlled by, or is under common control with Verdana Commerce Group, Inc. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.
III. NON-SOLICITATION OBLIGATIONS
A. Employee Non-Solicitation
21.  Each of the eight Individual Defendants is hereby restrained and enjoined from directly or indirectly soliciting, recruiting, inducing, encouraging, or otherwise attempting to cause any employee of CRH to leave, terminate, or reduce his or her employment with CRH, for a period of eighteen (18) months from the Resignation Date, commencing on February 7, 2025, and continuing through and including August 6, 2026 (the "Employee Non-Solicitation Period").
22.  This employee non-solicitation restriction shall apply to all employees of CRH, regardless of department, function, title, level, or geographic location. The parties acknowledge that the scope of this provision is appropriate in light of the nature and seniority of the positions held by the Individual Defendants at CRH, each of whom had extensive cross-functional relationships and broad access to personnel across CRH's organization.
23.  For purposes of this Section III.A, "indirectly" soliciting, recruiting, inducing, or encouraging includes, without limitation, directing or requesting that any third party—including any employee, agent, recruiter, or representative of Verdana—contact, solicit, recruit, or otherwise attempt to cause a CRH employee to leave CRH's employment.
24.  Verdana shall not knowingly direct, assist, encourage, or facilitate any Individual Defendant in violating the employee non-solicitation obligations set forth in this Section III.A. Nothing in this paragraph shall be construed to prohibit Verdana from engaging in general recruitment activities (such as posting job advertisements on public job boards or at career fairs) that are not targeted at CRH employees, provided that Verdana does not use confidential information obtained from the Individual Defendants to identify or target CRH employees for recruitment.
B. Vendor Non-Solicitation
25.  Each of the eight Individual Defendants is hereby restrained and enjoined from directly or indirectly soliciting, diverting, or attempting to divert business from any of CRH's Top 50 Vendors (as identified in the confidential list filed under seal as Exhibit C to the Settlement Agreement) for a period of twelve (12) months from the Resignation Date, commencing on February 7, 2025, and continuing through and including February 6, 2026 (the "Vendor Non-Solicitation Period").
26.  This vendor non-solicitation restriction applies only to solicitation undertaken for the benefit of Verdana or its affiliates (as defined in Section II.C above) and does not restrict the Individual Defendants from maintaining general vendor relationships in non-competing contexts, or from engaging with any of the Top 50 Vendors in connection with employment at any entity other than Verdana or its affiliates, provided such engagement does not involve the disclosure or use of CRH confidential information or trade secrets.
27.  For purposes of this Section III.B, "soliciting, diverting, or attempting to divert business" means any direct or indirect effort to cause a Top 50 Vendor to reduce, terminate, or modify its business relationship with CRH in favor of a business relationship with Verdana or its affiliates, or to redirect to Verdana or its affiliates any supply, manufacturing capacity, distribution arrangement, or commercial opportunity that would otherwise be available to CRH.
28.  Verdana shall not knowingly direct, assist, encourage, or facilitate any Individual Defendant in violating the vendor non-solicitation obligations set forth in this Section III.B.
IV. CONFIDENTIALITY OBLIGATIONS
29.  Each of the eight Individual Defendants is hereby permanently enjoined and restrained from using, disclosing, disseminating, publishing, copying, or transmitting, directly or indirectly, any CRH confidential information or trade secrets, in any form and regardless of the medium in which such information is stored or communicated. This permanent injunction encompasses, without limitation, the following categories of CRH proprietary information:
(a) All Project Ridgeline materials, including the five-year category expansion roadmap, strategic planning memoranda, board presentations, and all supporting analyses and documentation;
(b) Proprietary vendor negotiation playbooks, including negotiation strategies, pricing models, volume discount schedules, rebate structures, and vendor performance scorecards;
(c) Seasonal buying algorithms and related quantitative models, including demand forecasting tools, inventory optimization models, and markdown cadence algorithms;
(d) Private-label sourcing strategies and cost models, including factory pricing, landed cost analyses, quality assurance specifications, and exclusivity arrangements;
(e) Customer segmentation data, including customer lifetime value models, demographic and psychographic profiles, purchase history analytics, and loyalty program data;
(f) Ecommerce assortment algorithms, including product recommendation engines, A/B testing results, conversion rate optimization data, and digital merchandising strategies; and
(g) Any other information that constitutes a "trade secret" as defined in 6 Del. C. § 2001(4), or that is designated as confidential or proprietary under the employment agreements between CRH and the Individual Defendants.
30.  The confidentiality obligations set forth in this Section IV are perpetual in nature and shall survive the expiration of all other time-limited provisions of this Consent Order. The parties acknowledge and agree that the information described in this Section IV derives independent economic value from not being generally known to, or readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that CRH has made reasonable efforts to maintain the secrecy of such information.
31.  Verdana Commerce Group, Inc. is hereby permanently enjoined and restrained from using, disclosing, disseminating, or otherwise exploiting any CRH confidential information or trade secrets that Verdana obtained, directly or indirectly, through any of the Individual Defendants, or through any other means in connection with the events giving rise to this litigation. This permanent injunction applies regardless of whether such information has been incorporated into Verdana's systems, strategies, business plans, or operations, and regardless of whether such information has been combined with, or integrated into, Verdana's own proprietary information.
V. DATA RETURN AND DESTRUCTION OBLIGATIONS
A. Return or Destruction of Exfiltrated Data
32.  Within ten (10) business days of April 14, 2025 (the execution date of the Settlement Agreement)—i.e., on or before April 28, 2025—each of the eight Individual Defendants shall return to CRH, or certify under oath to the complete destruction of, all Exfiltrated Data, comprising the fourteen thousand three hundred twenty-seven (14,327) files (approximately 2.8 gigabytes) identified in the Pinnacle Forensic Report, including without limitation all copies, duplicates, derivatives, summaries, extracts, compilations, or other reproductions thereof, in whole or in part, whether stored on personal computers, laptops, tablets, mobile phones, personal cloud storage accounts (including but not limited to Hollowell Health IT, Larkspur Technologies, Meridian Systems, Cobalt Ridge Systems, and box accounts), external hard drives, USB flash drives, email accounts (including sent, received, drafts, and archived messages), messaging applications, or any other medium or format, whether physical or electronic.
33.  Each Individual Defendant shall execute and deliver to CRH's counsel a sworn certification of compliance with Paragraph 32 above, in substantially the form attached as Exhibit B to the Settlement Agreement (the "Data Destruction Certification"). Each Data Destruction Certification shall be notarized and shall include a detailed description of the steps taken by the Individual Defendant to identify, locate, and destroy or return all Exfiltrated Data, as well as a representation that the Individual Defendant has conducted a diligent and good-faith search of all devices, accounts, and storage media in the Individual Defendant's possession, custody, or control.
B. Verdana Data Purge
34.  Verdana shall conduct, at its own expense, a comprehensive search and purge of all CRH-origin data from its information technology systems, servers, devices, workstations, email systems, collaboration platforms, cloud storage environments, backup media, and any other storage media in Verdana's possession, custody, or control (the "Verdana Data Purge"). The Verdana Data Purge shall encompass all data that originated from CRH, regardless of whether such data was received directly from any Individual Defendant, forwarded by a Verdana employee, or otherwise introduced into Verdana's systems.
35.  Verdana shall certify compliance with the Verdana Data Purge under oath, through an affidavit executed by Verdana's Chief Information Officer or a comparably senior officer, within ten (10) business days of April 14, 2025—i.e., on or before April 28, 2025. Such certification shall describe in reasonable detail the scope and methodology of the search and purge, the systems and storage media examined, and the results of the purge, including the volume and nature of any CRH-origin data identified and destroyed.
C. Independent Forensic Audit
36.  Verdana shall permit, and shall fully cooperate with, an independent forensic audit of its information technology systems, servers, devices, workstations, email systems, collaboration platforms, cloud storage environments, backup media, and any other storage media, to be conducted by Pinnacle Forensics LLC (Dr. Rajiv Anand, Engagement Lead; 8700 Georgia Avenue, Suite 300, Silver Spring, MD 20910) (the "Forensic Auditor"), for the purpose of verifying Verdana's compliance with the data destruction obligations set forth in Sections V.A and V.B above.
37.  The forensic audit shall be commenced within ten (10) business days of Verdana's delivery of its sworn certification of compliance under Paragraph 35 and shall be completed within forty-five (45) days of April 14, 2025—i.e., on or before May 29, 2025. The Forensic Auditor shall have full access to Verdana's systems and storage media as reasonably necessary to conduct a thorough audit, subject to the confidentiality protections set forth in the Protective Order entered in this action and any supplemental access protocols agreed upon among the parties.
38.  Verdana shall bear the full cost of the forensic audit, including all fees, expenses, and costs of the Forensic Auditor, subject to an aggregate fee cap of One Hundred Seventy-Five Thousand Dollars ($175,000.00). In the event that the actual cost of the forensic audit exceeds this cap, any additional costs shall be borne equally by Verdana and CRH, unless otherwise ordered by the Court.
39.  Upon completion of the forensic audit, Pinnacle Forensics LLC shall prepare a written report of its findings (the "Forensic Audit Report") and shall deliver the Forensic Audit Report simultaneously to counsel for all parties and to the Court. The Forensic Audit Report shall be filed under seal pursuant to the Protective Order entered in this action.
40.  If the Forensic Audit Report identifies any CRH-origin data remaining on Verdana's systems, servers, devices, or storage media, Verdana shall immediately destroy all such data under the supervision of the Forensic Auditor, and shall re-certify compliance under oath within five (5) business days of such destruction. Any failure by Verdana to promptly destroy CRH-origin data identified in the Forensic Audit Report shall constitute a violation of this Consent Order.
VI. MONETARY OBLIGATIONS
41.  The following monetary terms, set forth in the Settlement Agreement, are incorporated herein by reference and are enforceable as obligations under this Consent Order:
(a) Verdana Settlement Payment. Verdana shall pay to CRH the sum of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000.00) as a lump-sum settlement payment (the "Settlement Payment"), by wire transfer of immediately available funds to an account designated by CRH, within thirty (30) days of April 14, 2025—i.e., on or before May 14, 2025.
(b) Litigation Cost Reimbursement. Verdana shall reimburse CRH the sum of Four Hundred Twenty-Five Thousand Dollars ($425,000.00) toward CRH's litigation costs incurred in connection with this action (the "Cost Reimbursement"), by wire transfer of immediately available funds to an account designated by CRH, within thirty (30) days of April 14, 2025—i.e., on or before May 14, 2025.
(c) Rathore Equity Forfeiture. Defendant Priya Rathore shall forfeit one hundred percent (100%) of her unvested CRH restricted stock units ("RSUs"), with an aggregate value of Three Hundred Sixty-Two Thousand Five Hundred Dollars ($362,500.00). This forfeiture amount comprises (i) One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($181,250.00) in unvested RSUs that had not yet vested as of the Resignation Date, and (ii) One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($181,250.00) representing the clawback of the final vested tranche of RSUs pursuant to the for-cause clawback provision set forth in Section 8(c) of the Rathore Employment Agreement, which clawback was triggered by Ms. Rathore's breach of the restrictive covenant provisions of such agreement. CRH shall effect the cancellation and forfeiture of such RSUs through its equity plan administrator in accordance with the terms of CRH's 2019 Equity Incentive Plan, as amended.
(d) Remaining Individual Defendants Equity Forfeiture. Defendants Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson shall each forfeit his or her respective unvested CRH equity on a pro rata basis, in the aggregate amount of Four Hundred Eighty-Seven Thousand Dollars ($487,000.00), as calculated and set forth in the individual forfeiture schedules appended to the Settlement Agreement. CRH shall effect the cancellation and forfeiture of such equity through its equity plan administrator in accordance with the terms of CRH's 2019 Equity Incentive Plan, as amended.
42.  The total economic recovery to CRH under the Settlement Agreement and this Consent Order is Ten Million Twenty-Four Thousand Five Hundred Dollars ($10,024,500.00), calculated as follows:
43.  Any failure by Verdana to make the Settlement Payment or the Cost Reimbursement within the time periods specified in Paragraph 41(a) and (b) above shall constitute a violation of this Consent Order, enforceable through contempt proceedings before this Court. In the event of such failure, interest shall accrue on any unpaid amount at the rate of one percent (1%) per month (twelve percent (12%) per annum), compounded monthly, from the due date until the date of payment. The foregoing remedy is in addition to, and not in lieu of, any other remedies available to CRH under the Settlement Agreement or applicable law.
VII. APPOINTMENT OF INDEPENDENT COMPLIANCE MONITOR
A. Appointment.  
44.  The Court hereby approves the appointment of Aldwyn Compliance Solutions LLC, 1700 Market Street, Suite 2800, Philadelphia, PA 19103, as the independent compliance monitor (the "Compliance Monitor") in this matter. The Court finds that Aldwyn Compliance Solutions LLC possesses the requisite qualifications, independence, and experience to serve in this capacity, and that the appointment of a compliance monitor is appropriate and necessary to ensure compliance with the terms of this Consent Order.
45.  The Compliance Monitor shall serve for a term of twelve (12) months, commencing on April 14, 2025, and expiring on April 14, 2026 (the "Monitoring Period"), unless extended by further order of this Court upon application by any party or upon recommendation of the Compliance Monitor.
B. Scope and Duties
46.  During the Monitoring Period, the Compliance Monitor shall perform the following duties:
(a) Conduct quarterly verification of compliance by the Individual Defendants and Verdana with the modified non-competition obligations set forth in Section II of this Consent Order;
(b) Conduct quarterly verification of compliance by the Individual Defendants and Verdana with the non-solicitation obligations set forth in Section III of this Consent Order;
(c) Conduct quarterly verification of compliance by the Individual Defendants and Verdana with the confidentiality obligations set forth in Section IV of this Consent Order;
(d) Conduct quarterly verification of compliance by the Individual Defendants and Verdana with the data return and destruction obligations set forth in Section V of this Consent Order, including review of any supplemental certifications or forensic reports;
(e) Review relevant documents, records, communications, organizational charts, job descriptions, and other materials of CRH, Verdana, and the Individual Defendants as reasonably necessary to verify compliance with the obligations set forth in this Consent Order;
(f) Conduct interviews of relevant personnel of CRH and Verdana, including but not limited to the Individual Defendants, their supervisors and direct reports at Verdana, and such other individuals as the Compliance Monitor deems necessary in the exercise of its professional judgment; and
(g) Prepare and submit quarterly written reports to all parties and to the Court, summarizing the Compliance Monitor's activities, findings, and conclusions for the applicable quarter, including any recommendations for corrective action or additional monitoring.
47.  The quarterly reports shall be due within fifteen (15) days following the end of each calendar quarter during the Monitoring Period, with the first report due on or before July 15, 2025. Each report shall be filed with the Court under seal pursuant to the Protective Order entered in this action, and copies shall be served simultaneously upon counsel for all parties.
C. Cost Allocation
48.  The total estimated cost of the Compliance Monitor's services during the Monitoring Period is Three Hundred Sixty Thousand Dollars ($360,000.00), inclusive of fees and reasonable expenses. The costs of the Compliance Monitor shall be allocated as follows:
(a) Verdana shall bear sixty percent (60%) of the Compliance Monitor's fees and expenses, in the estimated amount of Two Hundred Sixteen Thousand Dollars ($216,000.00); and
(b) CRH shall bear forty percent (40%) of the Compliance Monitor's fees and expenses, in the estimated amount of One Hundred Forty-Four Thousand Dollars ($144,000.00).
49.  If the actual fees and expenses of the Compliance Monitor exceed the estimated total of $360,000.00, the parties shall bear such excess costs in the same 60/40 allocation (Verdana/CRH). In the event of a dispute regarding the reasonableness of any fees or expenses of the Compliance Monitor, any party may apply to this Court for a determination.
D. Cooperation.  
50.  All parties and their counsel shall cooperate fully and in good faith with the Compliance Monitor in the performance of its duties, including providing timely access to personnel, documents, records, systems, and information as reasonably requested by the Compliance Monitor. The parties acknowledge that such cooperation is essential to the effective functioning of the compliance monitoring process and to the protection of the interests embodied in this Consent Order.
51.  The specific terms of the information-sharing and access framework governing the Compliance Monitor's work, including protocols for document requests, interview scheduling, confidentiality protections, and privilege issues, are set forth in the Letter Agreement Among CRH, Verdana, and Aldwyn Compliance Solutions LLC, executed as of April 14, 2025 (the "Monitor Letter Agreement"), a copy of which is attached as Exhibit D to the Settlement Agreement and is incorporated herein by reference. In the event of any dispute regarding the scope of the Compliance Monitor's access or the parties' cooperation obligations, the Compliance Monitor or any party may apply to this Court for resolution.
E. Reporting of Violations
52.  If, at any time during the Monitoring Period, the Compliance Monitor identifies a suspected violation of any provision of this Consent Order, the Compliance Monitor shall promptly notify all parties and the Court in writing, providing a detailed description of the suspected violation, the evidence supporting the Compliance Monitor's finding, and any recommended corrective measures.
53.  Upon receipt of a report of a suspected violation from the Compliance Monitor, the Court retains full authority to schedule a hearing on such report on an expedited basis, to issue such interim relief as may be appropriate, and to impose appropriate remedies for any confirmed violation, including the remedies set forth in Section X of this Consent Order.
VIII. MUTUAL NON-DISPARAGEMENT
54.  The mutual non-disparagement provisions set forth in Exhibit E to the Settlement Agreement are hereby incorporated herein by reference and are enforceable as obligations under this Consent Order.
55.  CRH, each of the Individual Defendants, and Verdana shall refrain from making any public or private statements that are disparaging, defamatory, or derogatory regarding any other party hereto, or regarding the officers, directors, employees, agents, or representatives of any other party hereto, in connection with the events, circumstances, allegations, claims, and defenses giving rise to this litigation, the negotiation and execution of the Settlement Agreement, or the terms and entry of this Consent Order. Each party shall use commercially reasonable efforts to ensure that its officers, directors, employees, and agents comply with this non-disparagement obligation.
56.  Notwithstanding the foregoing, the non-disparagement obligations set forth in this Section VIII shall not restrict or prohibit any party from: (a) making truthful statements in connection with any judicial, arbitral, administrative, or regulatory proceeding, including depositions, hearings, and trial testimony; (b) making disclosures required by applicable law, rule, or regulation, including without limitation disclosures required under securities laws and regulations applicable to CRH as a publicly traded company; (c) making truthful statements in response to a subpoena, civil investigative demand, or other compulsory legal process; or (d) communicating with law enforcement authorities or regulatory agencies in connection with any investigation.
IX. DISSOLUTION OF TEMPORARY RESTRAINING ORDER
57.  Upon entry of this Consent Order, the Temporary Restraining Order entered by this Court on March 7, 2025 (the "TRO") is hereby dissolved, vacated, and of no further force or effect, as the obligations set forth in this Consent Order fully supersede the restrictions imposed by the TRO.
58.  The injunction bond posted by CRH in connection with the TRO, Bond No. BSC-2025-TRO-04419, in the principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00), issued by Broadview Surety Corp., 175 Water Street, Suite 2400, New York, NY 10038, shall be released and discharged in its entirety upon entry of this Consent Order. Plaintiff's counsel shall promptly deliver to Broadview Surety Corp. a certified copy of this Consent Order together with a written request for release and discharge of the bond, and Broadview Surety Corp. is hereby authorized and directed to release and discharge Bond No. BSC-2025-TRO-04419 forthwith.
X. RETENTION OF JURISDICTION
59.  The Court of Chancery of the State of Delaware retains exclusive jurisdiction over the parties to this Consent Order—CRH, each of the Individual Defendants, and Verdana—for all purposes relating to the interpretation, implementation, enforcement, and modification of the terms of this Consent Order and the Settlement Agreement.
60.  Any party may apply to this Court for relief upon a breach or threatened breach of any obligation set forth in this Consent Order, including by way of motion for contempt, motion for injunctive relief, or such other application as may be appropriate under the circumstances. The Court may, in its discretion, impose appropriate remedies for any violation of this Consent Order, including but not limited to: (a) monetary sanctions, including compensatory damages, disgorgement of profits, and attorneys' fees; (b) extension of any restrictive period set forth in this Consent Order; (c) temporary, preliminary, or permanent injunctive relief; and (d) such other and further relief as the Court deems just and equitable.
61.  This retention of jurisdiction shall continue for a period co-extensive with the longest outstanding time-limited obligation under this Consent Order—i.e., until the expiration of the eighteen (18)-month employee non-solicitation period on August 6, 2026—or until the final resolution of any enforcement proceedings then pending before this Court, whichever is later. In no event shall the Court's jurisdiction terminate while any enforcement proceeding remains pending and unresolved.
62.  The perpetual confidentiality obligations set forth in Section IV of this Consent Order survive independently of this Court's retention of jurisdiction and are enforceable by separate action in any court of competent jurisdiction in the State of Delaware, in addition to being enforceable by application to this Court during the period of retained jurisdiction.
XI. EFFECT ON SETTLEMENT AGREEMENT
63.  This Consent Order incorporates the material terms of the Settlement Agreement, and the parties have consented to the entry of this Consent Order as a means of providing judicial enforceability to the key provisions of their settlement. However, this Consent Order does not supersede or replace the Settlement Agreement, which remains in full force and effect as a binding contractual obligation among the parties, enforceable in accordance with its terms.
64.  In the event of any conflict or inconsistency between the terms of this Consent Order and the terms of the Settlement Agreement, the terms of this Consent Order shall control and govern, and the conflicting or inconsistent provision of the Settlement Agreement shall be deemed modified to the extent necessary to conform to this Consent Order.
65.  The following exhibits to the Settlement Agreement are incorporated herein by reference and shall be deemed part of this Consent Order as if fully set forth herein:
(a) Exhibit A: Modified Restrictive Covenant Terms (defining, among other things, the Restricted Categories and the scope of the modified non-competition obligations);
(b) Exhibit B: Data Return and Destruction Protocol (setting forth the procedures and forms for the Individual Defendants' data destruction certifications);
(c) Exhibit C: List of Top 50 CRH Vendors (filed under seal pursuant to the Protective Order entered in this action);
(d) Exhibit D: Form of Compliance Monitor Engagement Letter (setting forth the terms of engagement of Aldwyn Compliance Solutions LLC); and
(e) Exhibit E: Mutual Non-Disparagement Provisions.
XII. DISMISSAL
66.  Upon the expiration of the twelve (12)-month Compliance Monitor term on April 14, 2026, and provided that: (a) no enforcement proceedings are then pending before this Court; (b) the Compliance Monitor has not identified any unresolved violations of this Consent Order; and (c) all monetary, data destruction, and other obligations set forth in this Consent Order have been fully satisfied, the parties shall promptly file a joint Stipulation for Dismissal with Prejudice of this action, C.A. No. 2025-0198-MTZ, with each party to bear its own costs and attorneys' fees except as otherwise provided in this Consent Order and the Settlement Agreement.
67.  If any enforcement proceeding is pending before this Court at the time of the expiration of the Compliance Monitor term, the Court's jurisdiction over this action shall remain in full force and effect, and the case shall remain open on the docket, until the final resolution of all such enforcement proceedings, including any appeals therefrom. Following such final resolution, the parties shall file the joint Stipulation for Dismissal with Prejudice as provided in Paragraph 66 above, subject to such modifications as the Court may direct.
XIII. NOTICE PROVISIONS
68.  All notices, reports, certifications, and other communications required or permitted to be given under this Consent Order shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested, postage prepaid; or (c) sent by nationally recognized overnight courier service, in each case to the following addresses (or to such other address as any party may designate by written notice to the other parties):
For Plaintiff Cascade Retail Holdings Inc.:
Bernard Crawford, Esq. Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005
and
Theresa Yun-Park, Esq. General Counsel Cascade Retail Holdings Inc. 2200 Elliott Avenue West, Suite 3400 Seattle, WA 98119
For the Individual Defendants:
Catherine Nygaard, Esq. Whitfield, Nygaard & Doyle LLP 1000 North Market Street, Suite 1500 Wilmington, DE 19801
For Verdana Commerce Group, Inc.:
Gavin Blackhall, Esq. Blackhall & Soren LLP 300 Delaware Avenue, Suite 900 Wilmington, DE 19801
and
Helen Tsoi, Esq. General Counsel Verdana Commerce Group, Inc. 400 Christiana Gateway, Suite 700 Wilmington, DE 19801
For the Compliance Monitor:
Aldwyn Compliance Solutions LLC 1700 Market Street, Suite 2800 Philadelphia, PA 19103
XIV. MISCELLANEOUS
69.  This Consent Order is binding upon the parties hereto and their respective successors, assigns, heirs, executors, administrators, officers, directors, agents, employees, and all persons acting in concert or participation with them who receive actual notice of this Consent Order by personal service or otherwise.
70.  No modification, amendment, or waiver of any provision of this Consent Order shall be effective unless approved by this Court upon written application by any party, with notice to all other parties and an opportunity to be heard. The parties may jointly apply for modification of this Consent Order by filing a stipulation setting forth the proposed modification and demonstrating good cause therefor.
71.  This Consent Order shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.
72.  Each party represents and warrants that the individual executing this Consent Order on its behalf, or consenting to this Consent Order on its behalf through counsel, is duly authorized to do so, and that such party has taken all corporate, partnership, or other action necessary to authorize the execution of, and consent to, this Consent Order.
73.  If any provision of this Consent Order is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the parties.
74.  This Consent Order may be enforced by any party through any means available under the laws of the State of Delaware and the rules and procedures of this Court, including without limitation proceedings for civil contempt. The prevailing party in any enforcement proceeding brought pursuant to this Consent Order shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such proceeding.
75.  The Clerk of this Court is directed to maintain the confidential exhibits referenced herein (including Exhibit C to the Settlement Agreement and the Forensic Audit Report) under seal, subject to the terms of the Protective Order entered in this action.
CONSENT OF THE PARTIES
The undersigned counsel, being duly authorized by their respective clients, hereby consent to the entry of this Consent Order in the form set forth above.
FOR PLAINTIFF CASCADE RETAIL HOLDINGS INC.:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Bernard Crawford, Esq.
Title: Partner, Counsel for Plaintiff Cascade Retail Holdings Inc.
Date: ________
FOR INDIVIDUAL DEFENDANTS PRIYA RATHORE, DEREK LINDEN, SONIA KACZMAREK, AMARA OSEI, BRENT HALVORSEN, LUCIA FERNANDEZ-GILL, NATHAN TSAO, AND KIRA JOHANSSON:
WHITFIELD, NYGAARD & DOYLE LLP
By: ________
Name: Catherine Nygaard, Esq.
Title: Partner, Counsel for Individual Defendants
Date: ________
FOR DEFENDANT VERDANA COMMERCE GROUP, INC.:
BLACKHALL & SOREN LLP
By: ________
Name: Gavin Blackhall, Esq.
Title: Partner, Counsel for Verdana Commerce Group, Inc.
Date: ________
ORDER
For the reasons set forth in the foregoing Consent Order, and upon the stipulation and consent of all parties, the Court having reviewed the Stipulation of Settlement, the Settlement Agreement and its exhibits, and the representations of counsel, and finding good cause therefor, IT IS SO ORDERED this _ day of ____, 2025.
________________________________________
Vice Chancellor Margaret T. Zhao Court of Chancery of the State of Delaware
CASCADE RETAIL HOLDINGS INC., a Delaware corporation,
<!-- indent:2 -->Plaintiff,<!-- /indent -->
v. | C.A. No. 2025-0198-MTZ
PRIYA RATHORE, DEREK LINDEN, SONIA KACZMAREK, AMARA OSEI, BRENT HALVORSEN, LUCIA FERNANDEZ-GILL, NATHAN TSAO, KIRA JOHANSSON, and VERDANA COMMERCE GROUP, INC., a Delaware corporation,
<!-- indent:2 -->Defendants.<!-- /indent -->
Component | Amount
Verdana Settlement Payment | $8,750,000.00
Rathore Equity Forfeiture | $362,500.00
Remaining Individual Defendants Equity Forfeiture | $487,000.00
Litigation Cost Reimbursement | $425,000.00
Total | $10,024,500.00

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

I. DEFINITIONS

II. MODIFIED NON-COMPETITION OBLIGATIONS

III. NON-SOLICITATION OBLIGATIONS

IV. CONFIDENTIALITY OBLIGATIONS

V. DATA RETURN AND DESTRUCTION OBLIGATIONS

VI. MONETARY OBLIGATIONS

VII. APPOINTMENT OF INDEPENDENT COMPLIANCE MONITOR

VIII. MUTUAL NON-DISPARAGEMENT

IX. DISSOLUTION OF TEMPORARY RESTRAINING ORDER

X. RETENTION OF JURISDICTION

XI. EFFECT ON SETTLEMENT AGREEMENT

XII. DISMISSAL

XIII. NOTICE PROVISIONS

XIV. MISCELLANEOUS

CONSENT OF THE PARTIES

FOR PLAINTIFF CASCADE RETAIL HOLDINGS INC.:

CALDERWOOD & HARKNESS LLP

WHITFIELD, NYGAARD & DOYLE LLP

FOR DEFENDANT VERDANA COMMERCE GROUP, INC.:

BLACKHALL & SOREN LLP

Record

Parties

Dates

Amounts