1038-00006 · Calderwood & Harkness LLP · Closing/Court Filings

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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

STIPULATION FOR DISMISSAL WITH PREJUDICE PURSUANT TO COURT OF CHANCERY RULE 41(a)(2)

Plaintiff Cascade Retail Holdings Inc. ("CRH" or "Plaintiff"), a Delaware corporation with its principal place of business at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119, and its registered agent for service of process, Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801; individual Defendants Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Individual Defendants" or the "Rathore Group"); and Defendant Verdana Commerce Group, Inc. ("Verdana" or "VCG"), a Delaware corporation with its principal place of business at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801 (CRH, the Individual Defendants, and Verdana collectively, the "Parties," and each individually, a "Party"), hereby stipulate and agree as follows:

RECITALS

WHEREAS, Plaintiff CRH is represented in this action by Calderwood & Harkness LLP (Bernard Crawford, Responsible Partner; Renata Vasquez, Billing Partner; James Underwood, Lead Associate; Devon Archer, Working Associate), with offices at 1301 K Street NW, Suite 1200, Washington, DC 20005;

WHEREAS, the Individual Defendants are represented in this action by Whitfield, Nygaard & Doyle LLP (Catherine Nygaard, Lead Partner; Travis Beaumont, Associate), with offices at 1000 North Market Street, Suite 1500, Wilmington, Delaware 19801;

WHEREAS, Verdana is represented in this action by Blackhall & Soren LLP (Gavin Blackhall, Lead Partner; Meredith Lau, Senior Associate), with offices at 300 Delaware Avenue, Suite 900, Wilmington, Delaware 19801;

WHEREAS, this action was commenced on March 5, 2025, by the filing of a Verified Complaint (the "Verified Complaint") by Plaintiff against all Defendants, asserting five counts: Count I (Breach of Restrictive Covenant, against all Individual Defendants), Count II (Breach of Confidentiality Obligations, against all Individual Defendants), Count III (Misappropriation of Trade Secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), against all Individual Defendants and Verdana), Count IV (Tortious Interference with Contractual Relations, against Verdana), and Count V (Civil Conspiracy, against all Defendants);

WHEREAS, on March 7, 2025, this Court granted Plaintiff's emergency application for a Temporary Restraining Order (the "TRO"), restraining the Individual Defendants and Verdana from certain activities described therein, and requiring Plaintiff to post an injunction bond in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), which bond was furnished through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419);

WHEREAS, on March 18, 2025, the Parties participated in a mediation session before the Honorable Philip Ashford (Ret.), conducted through Meridian ADR Services LLC (Reference No. Meridian-2025-0318-CRH), and the Parties, through their respective counsel, reached a framework for settlement on March 20, 2025, which the mediator confirmed in writing to counsel for all Parties;

WHEREAS, on March 21, 2025, the Court entered a Consent Interim Order adjourning the preliminary injunction hearing previously scheduled for March 24, 2025, and maintaining the status quo among the Parties during the period in which the settlement was being documented, subject to the terms of the mediator's framework;

WHEREAS, on or about April 14, 2025, the Parties executed the Standstill and Settlement Agreement (the "Settlement Agreement") among CRH, all eight Individual Defendants, and Verdana, together with Exhibits A through E thereto, resolving all claims in this action on the terms and conditions set forth therein;

WHEREAS, on or about April 14, 2025, following a joint application by all Parties, this Court entered the Consent Order Incorporating Modified Restrictive Covenants (the "Consent Order"), which (a) incorporated the modified restrictive covenant terms set forth in Exhibit A to the Settlement Agreement, (b) imposed data return and destruction obligations in accordance with the protocol set forth in Exhibit B to the Settlement Agreement, and (c) appointed Aldwyn Compliance Solutions LLC ("Aldwyn" or the "Compliance Monitor"), with offices at 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103, as independent compliance monitor for a twelve (12)-month term commencing on April 14, 2025;

WHEREAS, the Consent Order expressly retained this Court's jurisdiction for purposes of enforcement of its terms during the monitoring period and until the entry of a final order of dismissal;

WHEREAS, the TRO was dissolved upon entry of the Consent Order, and the injunction bond posted by CRH through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419, in the amount of $2,500,000) was discharged in full;

WHEREAS, the Settlement Agreement and the Consent Order contemplate the filing of this Stipulation for Dismissal with Prejudice at the conclusion of the twelve (12)-month compliance monitoring period, contingent upon all Parties' full compliance with the terms of both the Settlement Agreement and the Consent Order, as more particularly set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties stipulate and agree as follows:

Section 1: Definitions

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

1.1 "Settlement Agreement" means the Standstill and Settlement Agreement dated as of April 14, 2025, among Plaintiff, the Individual Defendants, and Verdana, including all exhibits thereto (Exhibits A through E), as the same may have been amended or supplemented in accordance with its terms.

1.2 "Consent Order" means the Consent Order Incorporating Modified Restrictive Covenants entered by this Court on or about April 14, 2025, in C.A. No. 2025-0198-MTZ.

1.3 "Compliance Monitor" means Aldwyn Compliance Solutions LLC, appointed pursuant to Section 7.1 of the Settlement Agreement and Paragraph 5 of the Consent Order, to serve as independent compliance monitor during the Monitoring Period.

1.4 "Monitoring Period" means the twelve (12)-month period commencing on April 14, 2025, and expiring at 11:59 p.m. Eastern Time on April 14, 2026.

1.5 "Compliance Certification" means the final written certification to be delivered by the Compliance Monitor at the conclusion of the Monitoring Period, confirming whether, in the professional judgment of the Compliance Monitor, there has been material compliance with the terms of the Settlement Agreement and the Consent Order during the Monitoring Period.

1.6 "Modified Restrictive Covenants" means the modified non-competition, non-solicitation (employee and vendor), and confidentiality obligations set forth in Exhibit A to the Settlement Agreement and incorporated into the Consent Order.

1.7 "Data Destruction Protocol" means the data return and destruction protocol set forth in Exhibit B to the Settlement Agreement, including the requirements for sworn individual certifications and the independent forensic audit.

1.8 "Parties" means, collectively, Plaintiff, the Individual Defendants, and Verdana. Each is individually referred to as a "Party."

1.9 "Proposed Order of Dismissal" means the proposed form of order attached hereto as Exhibit 1.

Section 2: Contingent Dismissal Mechanism

2.1 Filing Contingency. The Parties acknowledge and agree that this Stipulation is being executed prior to the expiration of the Monitoring Period and prior to the satisfaction of all conditions precedent set forth in Section 3 hereof. Accordingly, this Stipulation, upon execution by all Parties, shall be held in escrow by counsel for Plaintiff, Calderwood & Harkness LLP (Matter No. 1038-00006), and shall not be filed with the Register in Chancery until all conditions precedent set forth in Section 3 have been fully satisfied. Upon satisfaction of all such conditions precedent, counsel for Plaintiff shall file this Stipulation with the Court, together with (a) a certification letter from counsel for Plaintiff confirming the satisfaction of each condition precedent and (b) a copy of the Compliance Certification delivered by the Compliance Monitor. Simultaneously with such filing, counsel for Plaintiff shall submit the Proposed Order of Dismissal (attached hereto as Exhibit 1) to the Court for consideration and entry by Vice Chancellor Margaret T. Zhao, or such other judicial officer as may then be assigned to this matter.

2.2 Timing of Filing. Subject to the satisfaction of all conditions precedent, filing of this Stipulation shall occur within thirty (30) calendar days after the expiration of the Monitoring Period (i.e., no later than May 14, 2026). If any condition precedent has not been satisfied as of the expiration of the Monitoring Period, the filing of this Stipulation shall be deferred, and the Stipulation shall continue to be held in escrow, pending the resolution of the outstanding condition in accordance with the dispute resolution and non-compliance procedures set forth in Section 5 hereof. In the event that a condition precedent is subsequently satisfied or the underlying non-compliance is cured in accordance with Section 5, the thirty (30)-day filing period shall commence upon the date of such satisfaction or cure, as confirmed in writing by the Compliance Monitor or, if applicable, by order of this Court.

2.3 Effect of Filing and Entry. Upon the filing of this Stipulation and the entry of the Order of Dismissal by the Court:

(a) All claims asserted in the Verified Complaint filed March 5, 2025, including Count I (Breach of Restrictive Covenant), Count II (Breach of Confidentiality Obligations), Count III (Misappropriation of Trade Secrets under DUTSA), Count IV (Tortious Interference with Contractual Relations), and Count V (Civil Conspiracy), shall be dismissed with prejudice as to all Defendants, namely Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, Kira Johansson, and Verdana Commerce Group, Inc.

(b) Such dismissal shall be with prejudice and on the merits, and shall operate as an adjudication on the merits pursuant to Court of Chancery Rule 41(b), barring any future action by Plaintiff against any Defendant based on the claims asserted or that could have been asserted in this action arising from the same nucleus of operative facts.

(c) Each Party shall bear its own attorneys' fees and costs incurred in connection with this action, except as otherwise expressly provided in the Settlement Agreement, including without limitation the Four Hundred Twenty-Five Thousand Dollar ($425,000) litigation cost reimbursement payable by Verdana to CRH pursuant to Section 4.3 of the Settlement Agreement.

Section 3: Conditions Precedent to Filing

The filing of this Stipulation and the submission of the Proposed Order of Dismissal are subject to the satisfaction of each and every one of the following conditions precedent:

3.1 Full Monetary Compliance.

(a) Lump-Sum Settlement Payment. Verdana shall have paid to CRH the lump-sum settlement payment in the amount of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000), by wire transfer to the account designated by CRH in writing, within thirty (30) calendar days of the execution of the Settlement Agreement (i.e., on or before May 14, 2025), in accordance with Section 4.1 of the Settlement Agreement.

(b) Litigation Cost Reimbursement. Verdana shall have paid to CRH the litigation cost reimbursement in the amount of Four Hundred Twenty-Five Thousand Dollars ($425,000), by wire transfer to the account designated by CRH in writing, in accordance with the payment schedule set forth in Section 4.3 of the Settlement Agreement.

(c) Equity Forfeitures. All equity forfeitures required by the Settlement Agreement shall have been effected in full, specifically:

(i) Priya Rathore shall have forfeited equity with an aggregate value of Three Hundred Sixty-Two Thousand Five Hundred Dollars ($362,500), comprising One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($181,250) in unvested restricted stock units ("RSUs") and One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($181,250) in previously vested shares subject to clawback of the final vested tranche under the for-cause clawback provision of her equity award agreement with CRH;

(ii) The remaining seven Individual Defendants — Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson — shall have forfeited equity with an aggregate value of Four Hundred Eighty-Seven Thousand Dollars ($487,000), as allocated among such Individual Defendants in accordance with Exhibit D to the Settlement Agreement;

(iii) The total aggregate equity forfeitures of Eight Hundred Forty-Nine Thousand Five Hundred Dollars ($849,500) shall have been completed through the issuance and processing of cancellation instructions to Northland Trust Company, N.A., as transfer agent for CRH common stock, and Northland Trust Company shall have confirmed such cancellations in writing;

(d) Compliance Monitor Fees. Each Party's respective share of the Compliance Monitor's fees shall have been paid in full. Pursuant to the Compliance Monitor engagement letter, the total estimated fees for the twelve (12)-month Monitoring Period are Three Hundred Sixty Thousand Dollars ($360,000), allocated sixty percent (60%) to Verdana (Two Hundred Sixteen Thousand Dollars ($216,000)) and forty percent (40%) to CRH (One Hundred Forty-Four Thousand Dollars ($144,000)). To the extent the actual fees incurred by the Compliance Monitor differ from the estimated fees, such actual fees shall have been paid or otherwise reconciled in accordance with the terms of the Compliance Monitor engagement letter.

(e) Forensic Audit Costs. Verdana shall have borne the full cost of the independent forensic audit conducted by Pinnacle Forensics LLC in connection with the Data Destruction Protocol, subject to the cap of One Hundred Seventy-Five Thousand Dollars ($175,000) as provided in Exhibit B to the Settlement Agreement. Such costs shall have been paid directly to Pinnacle Forensics LLC or reimbursed as otherwise provided in the Settlement Agreement.

3.2 Compliance with Modified Restrictive Covenants.

(a) Rathore Non-Competition. Priya Rathore shall have complied in all material respects with the modified twelve (12)-month non-competition obligation set forth in the Modified Restrictive Covenants, running from February 7, 2025 through February 6, 2026, which restricts Ms. Rathore from engaging in or providing services to any competing enterprise in the following three restricted product categories: (i) home goods, (ii) seasonal décor, and (iii) private-label apparel, each as more specifically defined in Exhibit A to the Settlement Agreement.

(b) Other Individual Defendants' Non-Competition. Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson shall each have complied in all material respects with the modified nine (9)-month non-competition obligation set forth in the Modified Restrictive Covenants, running from February 7, 2025 through November 6, 2025, which restricts such Individual Defendants from engaging in or providing services to any competing enterprise in the same three restricted product categories: (i) home goods, (ii) seasonal décor, and (iii) private-label apparel.

(c) Employee Non-Solicitation. All eight Individual Defendants shall have complied in all material respects with the eighteen (18)-month employee non-solicitation obligation set forth in the Modified Restrictive Covenants, running from February 7, 2025 through August 6, 2026. The Parties acknowledge that this obligation extends beyond the Monitoring Period. For purposes of this Stipulation, the condition precedent shall be deemed satisfied with respect to the employee non-solicitation obligation if each Individual Defendant has complied with such obligation through the end of the Monitoring Period (April 14, 2026). The employee non-solicitation obligation shall continue as a separate contractual obligation of each Individual Defendant under the Settlement Agreement for the remainder of its term, enforceable in accordance with Section 6 hereof.

(d) Vendor Non-Solicitation. All eight Individual Defendants shall have complied in all material respects with the twelve (12)-month vendor non-solicitation obligation set forth in the Modified Restrictive Covenants, running from February 7, 2025 through February 6, 2026, which restricts such Individual Defendants from soliciting, contacting, or diverting any of CRH's top fifty (50) vendors by annual spend, as identified and listed in Exhibit C to the Settlement Agreement.

3.3 Data Return and Destruction Compliance.

(a) Return or Destruction of Exfiltrated Data. All exfiltrated data — comprising 14,327 files (approximately 2.8 gigabytes) downloaded from CRH's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts (including but not limited to Hollowell Health IT, Larkspur Technologies, and Meridian Systems accounts) between January 10, 2025 and February 4, 2025, and including Project Ridgeline presentations, vendor negotiation term sheets, private-label cost models, customer segmentation data, and other proprietary and confidential materials — shall have been returned to CRH or certified as destroyed in accordance with the Data Destruction Protocol, within ten (10) business days of the execution of the Settlement Agreement.

(b) Independent Forensic Audit. Verdana shall have permitted the independent forensic audit conducted by Pinnacle Forensics LLC (Dr. Rajiv Anand, Engagement Lead) of Verdana's information technology systems, networks, cloud environments, and storage devices, at Verdana's expense (subject to the $175,000 cap set forth in Exhibit B to the Settlement Agreement), and such audit shall have confirmed, in a written report delivered to the Compliance Monitor and counsel for all Parties, the destruction or non-retention of CRH confidential information on Verdana's systems and the absence of any derivative works incorporating CRH confidential information.

(c) Individual Sworn Certifications. Each Individual Defendant shall have provided a sworn certification of data return and destruction, in the form prescribed by the Data Destruction Protocol (Exhibit B to the Settlement Agreement), certifying under penalty of perjury that he or she has returned to CRH or permanently destroyed all CRH confidential information, trade secrets, and proprietary materials in his or her possession, custody, or control, including all copies, summaries, and excerpts thereof, regardless of format or storage medium.

3.4 Compliance Monitor Certification.

(a) Quarterly Reviews. The Compliance Monitor shall have completed all four (4) quarterly verification reviews during the Monitoring Period (covering Q1: April 14, 2025 – July 14, 2025; Q2: July 15, 2025 – October 14, 2025; Q3: October 15, 2025 – January 14, 2026; and Q4: January 15, 2026 – April 14, 2026), and shall have delivered quarterly reports to counsel for all Parties following each such review.

(b) Final Compliance Certification. The Compliance Monitor shall have delivered the final Compliance Certification following the expiration of the Monitoring Period. The Compliance Certification shall confirm, in the professional judgment of the Compliance Monitor, whether the Parties have materially complied with the terms of the Settlement Agreement and the Consent Order during the Monitoring Period.

(c) Material Non-Compliance Finding. If the Compliance Certification identifies any instance of material non-compliance by any Party, the conditions precedent set forth in this Section 3 shall not be deemed satisfied, and the procedures set forth in Section 5 hereof shall apply. For purposes of this Stipulation, "material non-compliance" shall have the meaning ascribed to such term in Section 7.4 of the Settlement Agreement.

3.5 Mutual Non-Disparagement Compliance. All Parties shall have complied in all material respects with the mutual non-disparagement provisions set forth in Exhibit E to the Settlement Agreement throughout the Monitoring Period. For the avoidance of doubt, the mutual non-disparagement obligations shall survive the Monitoring Period and the dismissal of this action in accordance with the terms of the Settlement Agreement.

3.6 No Pending Enforcement Proceedings. No motion for contempt, enforcement, modification, or clarification of the Consent Order shall be pending before this Court at the time counsel for Plaintiff proposes to file this Stipulation. In the event that any such motion is pending, the filing of this Stipulation shall be deferred until such motion is resolved by order of this Court, and the conditions precedent shall be reassessed following such resolution.

Section 4: Representations and Acknowledgments

4.1 Authority.

(a) Each Party represents and warrants that it has the full right, power, and authority to execute and deliver this Stipulation and to perform its obligations hereunder.

(b) CRH represents and warrants that the execution and delivery of this Stipulation has been duly authorized by its Board of Directors, as evidenced by the Board Resolution Ratifying Settlement Terms dated April 14, 2025, and that Marcus Langford, Chief Executive Officer, and Theresa Yun-Park, General Counsel, are each authorized to execute this Stipulation and any related documents on behalf of CRH.

(c) Verdana represents and warrants that the execution and delivery of this Stipulation has been duly authorized by its Board of Directors, and that Warren Dietrich, Chief Executive Officer, and Helen Tsoi, General Counsel, are each authorized to execute this Stipulation and any related documents on behalf of Verdana.

(d) Each Individual Defendant represents and warrants that he or she is executing this Stipulation in his or her individual capacity, voluntarily and without duress, and has been independently advised by counsel at Whitfield, Nygaard & Doyle LLP regarding the terms and consequences of this Stipulation, including the consequences of dismissal with prejudice.

4.2 Understanding of Consequences.

(a) Each Party acknowledges and understands that dismissal with prejudice is a final disposition on the merits of the claims asserted in this action, and that upon entry of the Order of Dismissal, the claims set forth in Counts I through V of the Verified Complaint will be permanently barred and may not be re-litigated by Plaintiff against any Defendant in any forum.

(b) Each Individual Defendant further acknowledges that, following the entry of the Order of Dismissal and the dissolution of the Consent Order, the Modified Restrictive Covenants and any other surviving contractual obligations under the Settlement Agreement shall continue to be enforceable as contractual obligations between the applicable parties, independent of and without regard to this Court's jurisdiction under the Consent Order, and that any breach of such surviving obligations may give rise to a separate cause of action.

(c) Verdana further acknowledges the same regarding its surviving obligations under the Settlement Agreement, including but not limited to the confidentiality provisions regarding CRH proprietary information and the non-disparagement obligations.

4.3 No Admission of Liability.

(a) This Stipulation, the Settlement Agreement, the Consent Order, and any actions taken in furtherance thereof shall not constitute, and shall not be construed or deemed to constitute, an admission of liability, wrongdoing, fault, or responsibility by any Party with respect to any of the claims or allegations asserted in the Verified Complaint or otherwise.

(b) No Party shall offer or seek to introduce this Stipulation, the Settlement Agreement, or the Consent Order as evidence of any admission of liability, wrongdoing, fault, or responsibility in any proceeding, except as may be necessary to enforce the terms of the Settlement Agreement or this Stipulation, or as may otherwise be required by law.

(c) The foregoing is consistent with and incorporates by reference the non-admission provisions set forth in Section 11.1 of the Settlement Agreement.

Section 5: Dispute Resolution and Non-Compliance Procedures

5.1 Compliance Monitor Findings of Non-Compliance. In the event that the Compliance Monitor's final Compliance Certification identifies any instance of material non-compliance by any Party with the terms of the Settlement Agreement or the Consent Order, the following procedures shall apply:

(a) The Compliance Monitor shall specify in writing, as part of or in a supplement to the Compliance Certification, (i) the nature and scope of the non-compliance, (ii) the specific provision(s) of the Settlement Agreement or Consent Order that the Compliance Monitor has determined were not materially complied with, (iii) the identity of the Party or Parties responsible for the non-compliance, and (iv) the evidence and factual basis supporting the finding of material non-compliance.

(b) The non-compliant Party or Parties shall have thirty (30) calendar days from the date of receipt of the Compliance Certification (or supplemental written finding, as applicable) to cure such non-compliance, to the extent the non-compliance is susceptible of cure. During such cure period, the non-compliant Party shall provide written progress reports to the Compliance Monitor and counsel for all Parties at intervals of no less than every ten (10) calendar days, describing the remedial steps taken or being taken.

(c) If the non-compliance is fully cured within the thirty (30)-day cure period, the Compliance Monitor shall issue a supplemental certification confirming cure (the "Supplemental Certification"), and upon delivery of such Supplemental Certification, the conditions precedent set forth in Section 3 shall be deemed satisfied for all purposes of this Stipulation.

5.2 Failure to Cure. If the non-compliance is not cured within the thirty (30)-day cure period specified in Section 5.1(b), or if the Compliance Monitor determines in its professional judgment that the non-compliance is not susceptible of cure, the following shall apply:

(a) Any Party may move this Court, on notice to all other Parties and to the Compliance Monitor, for enforcement of the Consent Order, an order of contempt, an award of damages, or such other equitable or legal relief as may be appropriate under the circumstances.

(b) Pending the resolution of any enforcement proceeding commenced pursuant to this Section 5.2, this Stipulation shall not be filed with the Court, and this action shall remain pending before the Court. The Stipulation shall continue to be held in escrow by counsel for Plaintiff in accordance with Section 2.1.

(c) In the event the Court resolves the enforcement proceeding and determines that the conditions precedent have been satisfied (whether through cure, waiver, or other resolution), counsel for Plaintiff shall file this Stipulation within thirty (30) calendar days of such determination, in accordance with Section 2.2.

(d) In the event the Court resolves the enforcement proceeding and determines that the conditions precedent cannot be satisfied, or that enforcement of the Consent Order requires relief inconsistent with dismissal, the Court may enter such further orders as it deems appropriate, and this Stipulation shall be of no further force or effect unless otherwise ordered by the Court.

5.3 Retained Jurisdiction. The Parties acknowledge and agree that this Court retains jurisdiction under the Consent Order entered April 14, 2025, for purposes of enforcing the Consent Order and resolving any disputes arising thereunder, until such time as the Order of Dismissal is entered in accordance with this Stipulation. Nothing in this Stipulation shall limit, waive, or otherwise affect the right of any Party to seek relief from this Court at any time prior to the filing of this Stipulation and the entry of the Order of Dismissal for any breach of the Consent Order, the Settlement Agreement (to the extent incorporated into the Consent Order), or any order of this Court.

Section 6: Survival of Certain Obligations

6.1 The Parties acknowledge and agree that certain obligations under the Settlement Agreement are intended to survive, and shall survive, the filing of this Stipulation, the entry of the Order of Dismissal, and the dismissal of this action with prejudice. Such surviving obligations include, without limitation:

(a) The eighteen (18)-month employee non-solicitation obligation imposed on all eight Individual Defendants, running from February 7, 2025 through August 6, 2026, which by its terms extends beyond the Monitoring Period and beyond the anticipated date of dismissal;

(b) The perpetual confidentiality obligations contained in the Individual Defendants' respective employment agreements with CRH, which were not modified or superseded by the Settlement Agreement and which remain in full force and effect in accordance with their original terms;

(c) The mutual non-disparagement obligations set forth in Exhibit E to the Settlement Agreement, which by their terms survive indefinitely unless otherwise agreed in writing by all Parties; and

(d) Any other obligations expressly designated as surviving obligations under the Settlement Agreement.

6.2 Following the entry of the Order of Dismissal with prejudice and the dissolution of the Consent Order, enforcement of any surviving obligation under the Settlement Agreement shall be governed exclusively by the terms of the Settlement Agreement and applicable law, including without limitation the laws of the State of Delaware. Any claims arising from a breach of a surviving obligation shall be pursued, if necessary, through a new proceeding filed in a court of competent jurisdiction and shall not be brought through the retained jurisdiction established under the Consent Order, which jurisdiction shall terminate upon entry of the Order of Dismissal.

6.3 For the avoidance of doubt, the dismissal of this action with prejudice shall not be deemed a waiver of, or otherwise impair, any Party's rights under the Settlement Agreement with respect to surviving obligations.

Section 7: Release Confirmation

7.1 Upon the filing of this Stipulation with the Court and the entry of the Order of Dismissal, the mutual releases set forth in Section 10 of the Settlement Agreement shall become fully effective and irrevocable in accordance with their terms.

7.2 The mutual releases encompass all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, and obligations of whatever kind or nature, whether known or unknown, suspected or unsuspected, matured or unmatured, contingent or non-contingent, that were asserted or could have been asserted by any Party against any other Party in this action, arising out of or relating to the facts and circumstances described in the Verified Complaint, including but not limited to claims for breach of restrictive covenant, breach of confidentiality obligations, misappropriation of trade secrets under DUTSA, tortious interference with contractual relations, civil conspiracy, and any other claims arising from the departure of the Individual Defendants from CRH and their subsequent engagement by Verdana.

7.3 Notwithstanding the foregoing, the mutual releases expressly do not extend to: (a) claims arising from post-settlement conduct, including but not limited to any breach of the Settlement Agreement itself or any surviving obligation thereunder; (b) claims arising from any act or omission occurring after the date of execution of the Settlement Agreement that is not related to the facts and circumstances described in the Verified Complaint; or (c) claims arising under or related to this Stipulation or the enforcement thereof.

Section 8: Injunction Bond

8.1 The Parties acknowledge that the injunction bond posted by CRH through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419), in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), was discharged in full upon the dissolution of the TRO and the entry of the Consent Order on or about April 14, 2025, in accordance with the terms of the Consent Order and the order of this Court dissolving the TRO.

8.2 No further action is required by any Party, by Broadview Surety Corp., or by the Court regarding the injunction bond in connection with this Stipulation or the entry of the Order of Dismissal, and no claims against the bond are outstanding or pending.

Section 9: Miscellaneous Provisions

9.1 Counterparts. This Stipulation may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Stipulation by facsimile, email with PDF attachment, or other electronic means shall be effective as delivery of a manually executed counterpart of this Stipulation.

9.2 Entire Agreement. This Stipulation, together with the Settlement Agreement, the Consent Order, and all exhibits attached to or incorporated by reference into any of the foregoing, constitutes the entire agreement among the Parties with respect to the subject matter hereof, namely the dismissal of this action, and supersedes all prior and contemporaneous agreements, discussions, negotiations, representations, and understandings, whether oral or written, relating to such subject matter. This provision is consistent with and supplements the integration clause set forth in Section 12.4 of the Settlement Agreement.

9.3 Governing Law. This Stipulation shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof that would require the application of the laws of any other jurisdiction.

9.4 Amendment. This Stipulation may not be amended, modified, or supplemented except by a written instrument executed by all Parties hereto. Any amendment that affects the terms of the Proposed Order of Dismissal or that requires action by the Court shall not be effective unless and until approved by the Court.

9.5 Notices. All notices, requests, demands, and other communications required or permitted to be given under this Stipulation shall be in writing and shall be delivered to counsel of record at the following addresses (or such other addresses as a Party may designate by written notice):

For Plaintiff Cascade Retail Holdings Inc.:

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

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

9.6 Court Approval. This Stipulation is subject to the approval of the Court and the entry of the Proposed Order of Dismissal attached hereto as Exhibit 1. In the event the Court declines to enter the Proposed Order of Dismissal in the form submitted, the Parties shall confer in good faith regarding any modifications required by the Court and shall use their reasonable best efforts to obtain entry of an order of dismissal consistent with the terms of this Stipulation and the Settlement Agreement.

IN WITNESS WHEREOF, the Parties, acting through their respective counsel of record duly authorized to execute this Stipulation on their behalf, have caused this Stipulation to be executed as of the date(s) set forth below.

FOR PLAINTIFF CASCADE RETAIL HOLDINGS INC.:

CALDERWOOD & HARKNESS LLP

By: ________

Bernard Crawford Responsible Partner

By: ________

Renata Vasquez Billing Partner

By: ________

James Underwood Lead Associate

By: ________

Devon Archer Working Associate

1301 K Street NW, Suite 1200 Washington, DC 20005 Matter No. 1038-00006

Attorneys 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: ________

Catherine Nygaard Lead Partner

By: ________

Travis Beaumont Associate

1000 North Market Street, Suite 1500 Wilmington, DE 19801

Attorneys for Individual Defendants Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson

Date: ________

FOR DEFENDANT VERDANA COMMERCE GROUP, INC.:

BLACKHALL & SOREN LLP

By: ________

Gavin Blackhall Lead Partner

By: ________

Meredith Lau Senior Associate

300 Delaware Avenue, Suite 900 Wilmington, DE 19801

Attorneys for Defendant Verdana Commerce Group, Inc.

Date: ________

EXHIBIT 1

[PROPOSED] ORDER OF DISMISSAL WITH PREJUDICE

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

ORDER OF DISMISSAL WITH PREJUDICE

WHEREAS, the Court has reviewed the Stipulation for Dismissal with Prejudice Pursuant to Court of Chancery Rule 41(a)(2) (the "Stipulation") filed by all Parties to this action, together with the Compliance Certification delivered by Aldwyn Compliance Solutions LLC, the independent compliance monitor appointed by this Court, and the certification letter from counsel for Plaintiff confirming the satisfaction of all conditions precedent to the filing of the Stipulation;

WHEREAS, the twelve (12)-month Monitoring Period established under the Consent Order Incorporating Modified Restrictive Covenants entered by this Court on or about April 14, 2025 (the "Consent Order") has expired;

WHEREAS, the Compliance Certification confirms that, in the professional judgment of the Compliance Monitor, all Parties have materially complied with the terms of the Standstill and Settlement Agreement dated as of April 14, 2025 (the "Settlement Agreement") and the Consent Order during the Monitoring Period; and

WHEREAS, good cause exists for the entry of this Order;

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

1. All claims asserted in the Verified Complaint filed March 5, 2025, in this action — including Count I (Breach of Restrictive Covenant), Count II (Breach of Confidentiality Obligations), Count III (Misappropriation of Trade Secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq.), Count IV (Tortious Interference with Contractual Relations), and Count V (Civil Conspiracy) — are hereby DISMISSED WITH PREJUDICE as to all Defendants: Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, Kira Johansson, and Verdana Commerce Group, Inc.

2. This dismissal is on the merits and with prejudice, and shall operate as an adjudication on the merits pursuant to Court of Chancery Rule 41(b).

3. Each Party shall bear its own attorneys' fees and costs incurred in connection with this action, except as otherwise provided in the Settlement Agreement dated April 14, 2025, among the Parties.

4. The Consent Order Incorporating Modified Restrictive Covenants entered by this Court on or about April 14, 2025, is hereby DISSOLVED, and this Court's retained jurisdiction thereunder is TERMINATED; provided, however, that the surviving contractual obligations of the Parties under the Settlement Agreement shall remain in full force and effect and shall be enforceable in any court of competent jurisdiction in accordance with their terms and applicable law.

5. This case is hereby CLOSED.

________________________________________

Vice Chancellor Margaret T. Zhao

Date: ________

CERTIFICATE OF SERVICE

I, James Underwood, hereby certify that on the date indicated below, a true and correct copy of the foregoing Stipulation for Dismissal with Prejudice Pursuant to Court of Chancery Rule 41(a)(2), together with the attached Exhibit 1 ([Proposed] Order of Dismissal with Prejudice), was served upon the following counsel of record by electronic filing through the Court's File & ServeXpress system and by electronic mail:

Catherine Nygaard, Esq. Whitfield, Nygaard & Doyle LLP 1000 North Market Street, Suite 1500 Wilmington, DE 19801 Counsel for Individual Defendants Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson

Gavin Blackhall, Esq. Blackhall & Soren LLP 300 Delaware Avenue, Suite 900 Wilmington, DE 19801 Counsel for Defendant Verdana Commerce Group, Inc.

________________________________________

James Underwood Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005

Date: ________

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.

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.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
STIPULATION FOR DISMISSAL WITH PREJUDICE PURSUANT TO COURT OF CHANCERY RULE 41(a)(2)
Plaintiff Cascade Retail Holdings Inc. ("CRH" or "Plaintiff"), a Delaware corporation with its principal place of business at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119, and its registered agent for service of process, Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801; individual Defendants Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Individual Defendants" or the "Rathore Group"); and Defendant Verdana Commerce Group, Inc. ("Verdana" or "VCG"), a Delaware corporation with its principal place of business at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801 (CRH, the Individual Defendants, and Verdana collectively, the "Parties," and each individually, a "Party"), hereby stipulate and agree as follows:
RECITALS
WHEREAS, Plaintiff CRH is represented in this action by Calderwood & Harkness LLP (Bernard Crawford, Responsible Partner; Renata Vasquez, Billing Partner; James Underwood, Lead Associate; Devon Archer, Working Associate), with offices at 1301 K Street NW, Suite 1200, Washington, DC 20005;
WHEREAS, the Individual Defendants are represented in this action by Whitfield, Nygaard & Doyle LLP (Catherine Nygaard, Lead Partner; Travis Beaumont, Associate), with offices at 1000 North Market Street, Suite 1500, Wilmington, Delaware 19801;
WHEREAS, Verdana is represented in this action by Blackhall & Soren LLP (Gavin Blackhall, Lead Partner; Meredith Lau, Senior Associate), with offices at 300 Delaware Avenue, Suite 900, Wilmington, Delaware 19801;
WHEREAS, this action was commenced on March 5, 2025, by the filing of a Verified Complaint (the "Verified Complaint") by Plaintiff against all Defendants, asserting five counts: Count I (Breach of Restrictive Covenant, against all Individual Defendants), Count II (Breach of Confidentiality Obligations, against all Individual Defendants), Count III (Misappropriation of Trade Secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), against all Individual Defendants and Verdana), Count IV (Tortious Interference with Contractual Relations, against Verdana), and Count V (Civil Conspiracy, against all Defendants);
WHEREAS, on March 7, 2025, this Court granted Plaintiff's emergency application for a Temporary Restraining Order (the "TRO"), restraining the Individual Defendants and Verdana from certain activities described therein, and requiring Plaintiff to post an injunction bond in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), which bond was furnished through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419);
WHEREAS, on March 18, 2025, the Parties participated in a mediation session before the Honorable Philip Ashford (Ret.), conducted through Meridian ADR Services LLC (Reference No. Meridian-2025-0318-CRH), and the Parties, through their respective counsel, reached a framework for settlement on March 20, 2025, which the mediator confirmed in writing to counsel for all Parties;
WHEREAS, on March 21, 2025, the Court entered a Consent Interim Order adjourning the preliminary injunction hearing previously scheduled for March 24, 2025, and maintaining the status quo among the Parties during the period in which the settlement was being documented, subject to the terms of the mediator's framework;
WHEREAS, on or about April 14, 2025, the Parties executed the Standstill and Settlement Agreement (the "Settlement Agreement") among CRH, all eight Individual Defendants, and Verdana, together with Exhibits A through E thereto, resolving all claims in this action on the terms and conditions set forth therein;
WHEREAS, on or about April 14, 2025, following a joint application by all Parties, this Court entered the Consent Order Incorporating Modified Restrictive Covenants (the "Consent Order"), which (a) incorporated the modified restrictive covenant terms set forth in Exhibit A to the Settlement Agreement, (b) imposed data return and destruction obligations in accordance with the protocol set forth in Exhibit B to the Settlement Agreement, and (c) appointed Aldwyn Compliance Solutions LLC ("Aldwyn" or the "Compliance Monitor"), with offices at 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103, as independent compliance monitor for a twelve (12)-month term commencing on April 14, 2025;
WHEREAS, the Consent Order expressly retained this Court's jurisdiction for purposes of enforcement of its terms during the monitoring period and until the entry of a final order of dismissal;
WHEREAS, the TRO was dissolved upon entry of the Consent Order, and the injunction bond posted by CRH through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419, in the amount of $2,500,000) was discharged in full;
WHEREAS, the Settlement Agreement and the Consent Order contemplate the filing of this Stipulation for Dismissal with Prejudice at the conclusion of the twelve (12)-month compliance monitoring period, contingent upon all Parties' full compliance with the terms of both the Settlement Agreement and the Consent Order, as more particularly set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties stipulate and agree as follows:
Section 1: Definitions
As used in this Stipulation, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement or the Consent Order, as applicable.
1.1 "Settlement Agreement" means the Standstill and Settlement Agreement dated as of April 14, 2025, among Plaintiff, the Individual Defendants, and Verdana, including all exhibits thereto (Exhibits A through E), as the same may have been amended or supplemented in accordance with its terms.
1.2 "Consent Order" means the Consent Order Incorporating Modified Restrictive Covenants entered by this Court on or about April 14, 2025, in C.A. No. 2025-0198-MTZ.
1.3 "Compliance Monitor" means Aldwyn Compliance Solutions LLC, appointed pursuant to Section 7.1 of the Settlement Agreement and Paragraph 5 of the Consent Order, to serve as independent compliance monitor during the Monitoring Period.
1.4 "Monitoring Period" means the twelve (12)-month period commencing on April 14, 2025, and expiring at 11:59 p.m. Eastern Time on April 14, 2026.
1.5 "Compliance Certification" means the final written certification to be delivered by the Compliance Monitor at the conclusion of the Monitoring Period, confirming whether, in the professional judgment of the Compliance Monitor, there has been material compliance with the terms of the Settlement Agreement and the Consent Order during the Monitoring Period.
1.6 "Modified Restrictive Covenants" means the modified non-competition, non-solicitation (employee and vendor), and confidentiality obligations set forth in Exhibit A to the Settlement Agreement and incorporated into the Consent Order.
1.7 "Data Destruction Protocol" means the data return and destruction protocol set forth in Exhibit B to the Settlement Agreement, including the requirements for sworn individual certifications and the independent forensic audit.
1.8 "Parties" means, collectively, Plaintiff, the Individual Defendants, and Verdana. Each is individually referred to as a "Party."
1.9 "Proposed Order of Dismissal" means the proposed form of order attached hereto as Exhibit 1.
Section 2: Contingent Dismissal Mechanism
2.1 Filing Contingency. The Parties acknowledge and agree that this Stipulation is being executed prior to the expiration of the Monitoring Period and prior to the satisfaction of all conditions precedent set forth in Section 3 hereof. Accordingly, this Stipulation, upon execution by all Parties, shall be held in escrow by counsel for Plaintiff, Calderwood & Harkness LLP (Matter No. 1038-00006), and shall not be filed with the Register in Chancery until all conditions precedent set forth in Section 3 have been fully satisfied. Upon satisfaction of all such conditions precedent, counsel for Plaintiff shall file this Stipulation with the Court, together with (a) a certification letter from counsel for Plaintiff confirming the satisfaction of each condition precedent and (b) a copy of the Compliance Certification delivered by the Compliance Monitor. Simultaneously with such filing, counsel for Plaintiff shall submit the Proposed Order of Dismissal (attached hereto as Exhibit 1) to the Court for consideration and entry by Vice Chancellor Margaret T. Zhao, or such other judicial officer as may then be assigned to this matter.
2.2 Timing of Filing. Subject to the satisfaction of all conditions precedent, filing of this Stipulation shall occur within thirty (30) calendar days after the expiration of the Monitoring Period (i.e., no later than May 14, 2026). If any condition precedent has not been satisfied as of the expiration of the Monitoring Period, the filing of this Stipulation shall be deferred, and the Stipulation shall continue to be held in escrow, pending the resolution of the outstanding condition in accordance with the dispute resolution and non-compliance procedures set forth in Section 5 hereof. In the event that a condition precedent is subsequently satisfied or the underlying non-compliance is cured in accordance with Section 5, the thirty (30)-day filing period shall commence upon the date of such satisfaction or cure, as confirmed in writing by the Compliance Monitor or, if applicable, by order of this Court.
2.3 Effect of Filing and Entry. Upon the filing of this Stipulation and the entry of the Order of Dismissal by the Court:
(a) All claims asserted in the Verified Complaint filed March 5, 2025, including Count I (Breach of Restrictive Covenant), Count II (Breach of Confidentiality Obligations), Count III (Misappropriation of Trade Secrets under DUTSA), Count IV (Tortious Interference with Contractual Relations), and Count V (Civil Conspiracy), shall be dismissed with prejudice as to all Defendants, namely Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, Kira Johansson, and Verdana Commerce Group, Inc.
(b) Such dismissal shall be with prejudice and on the merits, and shall operate as an adjudication on the merits pursuant to Court of Chancery Rule 41(b), barring any future action by Plaintiff against any Defendant based on the claims asserted or that could have been asserted in this action arising from the same nucleus of operative facts.
(c) Each Party shall bear its own attorneys' fees and costs incurred in connection with this action, except as otherwise expressly provided in the Settlement Agreement, including without limitation the Four Hundred Twenty-Five Thousand Dollar ($425,000) litigation cost reimbursement payable by Verdana to CRH pursuant to Section 4.3 of the Settlement Agreement.
Section 3: Conditions Precedent to Filing
The filing of this Stipulation and the submission of the Proposed Order of Dismissal are subject to the satisfaction of each and every one of the following conditions precedent:
3.1 Full Monetary Compliance.
(a) Lump-Sum Settlement Payment. Verdana shall have paid to CRH the lump-sum settlement payment in the amount of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000), by wire transfer to the account designated by CRH in writing, within thirty (30) calendar days of the execution of the Settlement Agreement (i.e., on or before May 14, 2025), in accordance with Section 4.1 of the Settlement Agreement.
(b) Litigation Cost Reimbursement. Verdana shall have paid to CRH the litigation cost reimbursement in the amount of Four Hundred Twenty-Five Thousand Dollars ($425,000), by wire transfer to the account designated by CRH in writing, in accordance with the payment schedule set forth in Section 4.3 of the Settlement Agreement.
(c) Equity Forfeitures. All equity forfeitures required by the Settlement Agreement shall have been effected in full, specifically:
(i) Priya Rathore shall have forfeited equity with an aggregate value of Three Hundred Sixty-Two Thousand Five Hundred Dollars ($362,500), comprising One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($181,250) in unvested restricted stock units ("RSUs") and One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($181,250) in previously vested shares subject to clawback of the final vested tranche under the for-cause clawback provision of her equity award agreement with CRH;
(ii) The remaining seven Individual Defendants — Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson — shall have forfeited equity with an aggregate value of Four Hundred Eighty-Seven Thousand Dollars ($487,000), as allocated among such Individual Defendants in accordance with Exhibit D to the Settlement Agreement;
(iii) The total aggregate equity forfeitures of Eight Hundred Forty-Nine Thousand Five Hundred Dollars ($849,500) shall have been completed through the issuance and processing of cancellation instructions to Northland Trust Company, N.A., as transfer agent for CRH common stock, and Northland Trust Company shall have confirmed such cancellations in writing;
(d) Compliance Monitor Fees. Each Party's respective share of the Compliance Monitor's fees shall have been paid in full. Pursuant to the Compliance Monitor engagement letter, the total estimated fees for the twelve (12)-month Monitoring Period are Three Hundred Sixty Thousand Dollars ($360,000), allocated sixty percent (60%) to Verdana (Two Hundred Sixteen Thousand Dollars ($216,000)) and forty percent (40%) to CRH (One Hundred Forty-Four Thousand Dollars ($144,000)). To the extent the actual fees incurred by the Compliance Monitor differ from the estimated fees, such actual fees shall have been paid or otherwise reconciled in accordance with the terms of the Compliance Monitor engagement letter.
(e) Forensic Audit Costs. Verdana shall have borne the full cost of the independent forensic audit conducted by Pinnacle Forensics LLC in connection with the Data Destruction Protocol, subject to the cap of One Hundred Seventy-Five Thousand Dollars ($175,000) as provided in Exhibit B to the Settlement Agreement. Such costs shall have been paid directly to Pinnacle Forensics LLC or reimbursed as otherwise provided in the Settlement Agreement.
3.2 Compliance with Modified Restrictive Covenants.
(a) Rathore Non-Competition. Priya Rathore shall have complied in all material respects with the modified twelve (12)-month non-competition obligation set forth in the Modified Restrictive Covenants, running from February 7, 2025 through February 6, 2026, which restricts Ms. Rathore from engaging in or providing services to any competing enterprise in the following three restricted product categories: (i) home goods, (ii) seasonal décor, and (iii) private-label apparel, each as more specifically defined in Exhibit A to the Settlement Agreement.
(b) Other Individual Defendants' Non-Competition. Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson shall each have complied in all material respects with the modified nine (9)-month non-competition obligation set forth in the Modified Restrictive Covenants, running from February 7, 2025 through November 6, 2025, which restricts such Individual Defendants from engaging in or providing services to any competing enterprise in the same three restricted product categories: (i) home goods, (ii) seasonal décor, and (iii) private-label apparel.
(c) Employee Non-Solicitation. All eight Individual Defendants shall have complied in all material respects with the eighteen (18)-month employee non-solicitation obligation set forth in the Modified Restrictive Covenants, running from February 7, 2025 through August 6, 2026. The Parties acknowledge that this obligation extends beyond the Monitoring Period. For purposes of this Stipulation, the condition precedent shall be deemed satisfied with respect to the employee non-solicitation obligation if each Individual Defendant has complied with such obligation through the end of the Monitoring Period (April 14, 2026). The employee non-solicitation obligation shall continue as a separate contractual obligation of each Individual Defendant under the Settlement Agreement for the remainder of its term, enforceable in accordance with Section 6 hereof.
(d) Vendor Non-Solicitation. All eight Individual Defendants shall have complied in all material respects with the twelve (12)-month vendor non-solicitation obligation set forth in the Modified Restrictive Covenants, running from February 7, 2025 through February 6, 2026, which restricts such Individual Defendants from soliciting, contacting, or diverting any of CRH's top fifty (50) vendors by annual spend, as identified and listed in Exhibit C to the Settlement Agreement.
3.3 Data Return and Destruction Compliance.
(a) Return or Destruction of Exfiltrated Data. All exfiltrated data — comprising 14,327 files (approximately 2.8 gigabytes) downloaded from CRH's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts (including but not limited to Hollowell Health IT, Larkspur Technologies, and Meridian Systems accounts) between January 10, 2025 and February 4, 2025, and including Project Ridgeline presentations, vendor negotiation term sheets, private-label cost models, customer segmentation data, and other proprietary and confidential materials — shall have been returned to CRH or certified as destroyed in accordance with the Data Destruction Protocol, within ten (10) business days of the execution of the Settlement Agreement.
(b) Independent Forensic Audit. Verdana shall have permitted the independent forensic audit conducted by Pinnacle Forensics LLC (Dr. Rajiv Anand, Engagement Lead) of Verdana's information technology systems, networks, cloud environments, and storage devices, at Verdana's expense (subject to the $175,000 cap set forth in Exhibit B to the Settlement Agreement), and such audit shall have confirmed, in a written report delivered to the Compliance Monitor and counsel for all Parties, the destruction or non-retention of CRH confidential information on Verdana's systems and the absence of any derivative works incorporating CRH confidential information.
(c) Individual Sworn Certifications. Each Individual Defendant shall have provided a sworn certification of data return and destruction, in the form prescribed by the Data Destruction Protocol (Exhibit B to the Settlement Agreement), certifying under penalty of perjury that he or she has returned to CRH or permanently destroyed all CRH confidential information, trade secrets, and proprietary materials in his or her possession, custody, or control, including all copies, summaries, and excerpts thereof, regardless of format or storage medium.
3.4 Compliance Monitor Certification.
(a) Quarterly Reviews. The Compliance Monitor shall have completed all four (4) quarterly verification reviews during the Monitoring Period (covering Q1: April 14, 2025 – July 14, 2025; Q2: July 15, 2025 – October 14, 2025; Q3: October 15, 2025 – January 14, 2026; and Q4: January 15, 2026 – April 14, 2026), and shall have delivered quarterly reports to counsel for all Parties following each such review.
(b) Final Compliance Certification. The Compliance Monitor shall have delivered the final Compliance Certification following the expiration of the Monitoring Period. The Compliance Certification shall confirm, in the professional judgment of the Compliance Monitor, whether the Parties have materially complied with the terms of the Settlement Agreement and the Consent Order during the Monitoring Period.
(c) Material Non-Compliance Finding. If the Compliance Certification identifies any instance of material non-compliance by any Party, the conditions precedent set forth in this Section 3 shall not be deemed satisfied, and the procedures set forth in Section 5 hereof shall apply. For purposes of this Stipulation, "material non-compliance" shall have the meaning ascribed to such term in Section 7.4 of the Settlement Agreement.
3.5 Mutual Non-Disparagement Compliance. All Parties shall have complied in all material respects with the mutual non-disparagement provisions set forth in Exhibit E to the Settlement Agreement throughout the Monitoring Period. For the avoidance of doubt, the mutual non-disparagement obligations shall survive the Monitoring Period and the dismissal of this action in accordance with the terms of the Settlement Agreement.
3.6 No Pending Enforcement Proceedings. No motion for contempt, enforcement, modification, or clarification of the Consent Order shall be pending before this Court at the time counsel for Plaintiff proposes to file this Stipulation. In the event that any such motion is pending, the filing of this Stipulation shall be deferred until such motion is resolved by order of this Court, and the conditions precedent shall be reassessed following such resolution.
Section 4: Representations and Acknowledgments
4.1 Authority.
(a) Each Party represents and warrants that it has the full right, power, and authority to execute and deliver this Stipulation and to perform its obligations hereunder.
(b) CRH represents and warrants that the execution and delivery of this Stipulation has been duly authorized by its Board of Directors, as evidenced by the Board Resolution Ratifying Settlement Terms dated April 14, 2025, and that Marcus Langford, Chief Executive Officer, and Theresa Yun-Park, General Counsel, are each authorized to execute this Stipulation and any related documents on behalf of CRH.
(c) Verdana represents and warrants that the execution and delivery of this Stipulation has been duly authorized by its Board of Directors, and that Warren Dietrich, Chief Executive Officer, and Helen Tsoi, General Counsel, are each authorized to execute this Stipulation and any related documents on behalf of Verdana.
(d) Each Individual Defendant represents and warrants that he or she is executing this Stipulation in his or her individual capacity, voluntarily and without duress, and has been independently advised by counsel at Whitfield, Nygaard & Doyle LLP regarding the terms and consequences of this Stipulation, including the consequences of dismissal with prejudice.
4.2 Understanding of Consequences.
(a) Each Party acknowledges and understands that dismissal with prejudice is a final disposition on the merits of the claims asserted in this action, and that upon entry of the Order of Dismissal, the claims set forth in Counts I through V of the Verified Complaint will be permanently barred and may not be re-litigated by Plaintiff against any Defendant in any forum.
(b) Each Individual Defendant further acknowledges that, following the entry of the Order of Dismissal and the dissolution of the Consent Order, the Modified Restrictive Covenants and any other surviving contractual obligations under the Settlement Agreement shall continue to be enforceable as contractual obligations between the applicable parties, independent of and without regard to this Court's jurisdiction under the Consent Order, and that any breach of such surviving obligations may give rise to a separate cause of action.
(c) Verdana further acknowledges the same regarding its surviving obligations under the Settlement Agreement, including but not limited to the confidentiality provisions regarding CRH proprietary information and the non-disparagement obligations.
4.3 No Admission of Liability.
(a) This Stipulation, the Settlement Agreement, the Consent Order, and any actions taken in furtherance thereof shall not constitute, and shall not be construed or deemed to constitute, an admission of liability, wrongdoing, fault, or responsibility by any Party with respect to any of the claims or allegations asserted in the Verified Complaint or otherwise.
(b) No Party shall offer or seek to introduce this Stipulation, the Settlement Agreement, or the Consent Order as evidence of any admission of liability, wrongdoing, fault, or responsibility in any proceeding, except as may be necessary to enforce the terms of the Settlement Agreement or this Stipulation, or as may otherwise be required by law.
(c) The foregoing is consistent with and incorporates by reference the non-admission provisions set forth in Section 11.1 of the Settlement Agreement.
Section 5: Dispute Resolution and Non-Compliance Procedures
5.1 Compliance Monitor Findings of Non-Compliance. In the event that the Compliance Monitor's final Compliance Certification identifies any instance of material non-compliance by any Party with the terms of the Settlement Agreement or the Consent Order, the following procedures shall apply:
(a) The Compliance Monitor shall specify in writing, as part of or in a supplement to the Compliance Certification, (i) the nature and scope of the non-compliance, (ii) the specific provision(s) of the Settlement Agreement or Consent Order that the Compliance Monitor has determined were not materially complied with, (iii) the identity of the Party or Parties responsible for the non-compliance, and (iv) the evidence and factual basis supporting the finding of material non-compliance.
(b) The non-compliant Party or Parties shall have thirty (30) calendar days from the date of receipt of the Compliance Certification (or supplemental written finding, as applicable) to cure such non-compliance, to the extent the non-compliance is susceptible of cure. During such cure period, the non-compliant Party shall provide written progress reports to the Compliance Monitor and counsel for all Parties at intervals of no less than every ten (10) calendar days, describing the remedial steps taken or being taken.
(c) If the non-compliance is fully cured within the thirty (30)-day cure period, the Compliance Monitor shall issue a supplemental certification confirming cure (the "Supplemental Certification"), and upon delivery of such Supplemental Certification, the conditions precedent set forth in Section 3 shall be deemed satisfied for all purposes of this Stipulation.
5.2 Failure to Cure. If the non-compliance is not cured within the thirty (30)-day cure period specified in Section 5.1(b), or if the Compliance Monitor determines in its professional judgment that the non-compliance is not susceptible of cure, the following shall apply:
(a) Any Party may move this Court, on notice to all other Parties and to the Compliance Monitor, for enforcement of the Consent Order, an order of contempt, an award of damages, or such other equitable or legal relief as may be appropriate under the circumstances.
(b) Pending the resolution of any enforcement proceeding commenced pursuant to this Section 5.2, this Stipulation shall not be filed with the Court, and this action shall remain pending before the Court. The Stipulation shall continue to be held in escrow by counsel for Plaintiff in accordance with Section 2.1.
(c) In the event the Court resolves the enforcement proceeding and determines that the conditions precedent have been satisfied (whether through cure, waiver, or other resolution), counsel for Plaintiff shall file this Stipulation within thirty (30) calendar days of such determination, in accordance with Section 2.2.
(d) In the event the Court resolves the enforcement proceeding and determines that the conditions precedent cannot be satisfied, or that enforcement of the Consent Order requires relief inconsistent with dismissal, the Court may enter such further orders as it deems appropriate, and this Stipulation shall be of no further force or effect unless otherwise ordered by the Court.
5.3 Retained Jurisdiction. The Parties acknowledge and agree that this Court retains jurisdiction under the Consent Order entered April 14, 2025, for purposes of enforcing the Consent Order and resolving any disputes arising thereunder, until such time as the Order of Dismissal is entered in accordance with this Stipulation. Nothing in this Stipulation shall limit, waive, or otherwise affect the right of any Party to seek relief from this Court at any time prior to the filing of this Stipulation and the entry of the Order of Dismissal for any breach of the Consent Order, the Settlement Agreement (to the extent incorporated into the Consent Order), or any order of this Court.
Section 6: Survival of Certain Obligations
6.1 The Parties acknowledge and agree that certain obligations under the Settlement Agreement are intended to survive, and shall survive, the filing of this Stipulation, the entry of the Order of Dismissal, and the dismissal of this action with prejudice. Such surviving obligations include, without limitation:
(a) The eighteen (18)-month employee non-solicitation obligation imposed on all eight Individual Defendants, running from February 7, 2025 through August 6, 2026, which by its terms extends beyond the Monitoring Period and beyond the anticipated date of dismissal;
(b) The perpetual confidentiality obligations contained in the Individual Defendants' respective employment agreements with CRH, which were not modified or superseded by the Settlement Agreement and which remain in full force and effect in accordance with their original terms;
(c) The mutual non-disparagement obligations set forth in Exhibit E to the Settlement Agreement, which by their terms survive indefinitely unless otherwise agreed in writing by all Parties; and
(d) Any other obligations expressly designated as surviving obligations under the Settlement Agreement.
6.2 Following the entry of the Order of Dismissal with prejudice and the dissolution of the Consent Order, enforcement of any surviving obligation under the Settlement Agreement shall be governed exclusively by the terms of the Settlement Agreement and applicable law, including without limitation the laws of the State of Delaware. Any claims arising from a breach of a surviving obligation shall be pursued, if necessary, through a new proceeding filed in a court of competent jurisdiction and shall not be brought through the retained jurisdiction established under the Consent Order, which jurisdiction shall terminate upon entry of the Order of Dismissal.
6.3 For the avoidance of doubt, the dismissal of this action with prejudice shall not be deemed a waiver of, or otherwise impair, any Party's rights under the Settlement Agreement with respect to surviving obligations.
Section 7: Release Confirmation
7.1 Upon the filing of this Stipulation with the Court and the entry of the Order of Dismissal, the mutual releases set forth in Section 10 of the Settlement Agreement shall become fully effective and irrevocable in accordance with their terms.
7.2 The mutual releases encompass all claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, and obligations of whatever kind or nature, whether known or unknown, suspected or unsuspected, matured or unmatured, contingent or non-contingent, that were asserted or could have been asserted by any Party against any other Party in this action, arising out of or relating to the facts and circumstances described in the Verified Complaint, including but not limited to claims for breach of restrictive covenant, breach of confidentiality obligations, misappropriation of trade secrets under DUTSA, tortious interference with contractual relations, civil conspiracy, and any other claims arising from the departure of the Individual Defendants from CRH and their subsequent engagement by Verdana.
7.3 Notwithstanding the foregoing, the mutual releases expressly do not extend to: (a) claims arising from post-settlement conduct, including but not limited to any breach of the Settlement Agreement itself or any surviving obligation thereunder; (b) claims arising from any act or omission occurring after the date of execution of the Settlement Agreement that is not related to the facts and circumstances described in the Verified Complaint; or (c) claims arising under or related to this Stipulation or the enforcement thereof.
Section 8: Injunction Bond
8.1 The Parties acknowledge that the injunction bond posted by CRH through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419), in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000), was discharged in full upon the dissolution of the TRO and the entry of the Consent Order on or about April 14, 2025, in accordance with the terms of the Consent Order and the order of this Court dissolving the TRO.
8.2 No further action is required by any Party, by Broadview Surety Corp., or by the Court regarding the injunction bond in connection with this Stipulation or the entry of the Order of Dismissal, and no claims against the bond are outstanding or pending.
Section 9: Miscellaneous Provisions
9.1 Counterparts. This Stipulation may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Stipulation by facsimile, email with PDF attachment, or other electronic means shall be effective as delivery of a manually executed counterpart of this Stipulation.
9.2 Entire Agreement. This Stipulation, together with the Settlement Agreement, the Consent Order, and all exhibits attached to or incorporated by reference into any of the foregoing, constitutes the entire agreement among the Parties with respect to the subject matter hereof, namely the dismissal of this action, and supersedes all prior and contemporaneous agreements, discussions, negotiations, representations, and understandings, whether oral or written, relating to such subject matter. This provision is consistent with and supplements the integration clause set forth in Section 12.4 of the Settlement Agreement.
9.3 Governing Law. This Stipulation shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof that would require the application of the laws of any other jurisdiction.
9.4 Amendment. This Stipulation may not be amended, modified, or supplemented except by a written instrument executed by all Parties hereto. Any amendment that affects the terms of the Proposed Order of Dismissal or that requires action by the Court shall not be effective unless and until approved by the Court.
9.5 Notices. All notices, requests, demands, and other communications required or permitted to be given under this Stipulation shall be in writing and shall be delivered to counsel of record at the following addresses (or such other addresses as a Party may designate by written notice):
For Plaintiff Cascade Retail Holdings Inc.:
Bernard Crawford, Esq. Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005
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
9.6 Court Approval. This Stipulation is subject to the approval of the Court and the entry of the Proposed Order of Dismissal attached hereto as Exhibit 1. In the event the Court declines to enter the Proposed Order of Dismissal in the form submitted, the Parties shall confer in good faith regarding any modifications required by the Court and shall use their reasonable best efforts to obtain entry of an order of dismissal consistent with the terms of this Stipulation and the Settlement Agreement.
IN WITNESS WHEREOF, the Parties, acting through their respective counsel of record duly authorized to execute this Stipulation on their behalf, have caused this Stipulation to be executed as of the date(s) set forth below.
FOR PLAINTIFF CASCADE RETAIL HOLDINGS INC.:
CALDERWOOD & HARKNESS LLP
By: ________
Bernard Crawford Responsible Partner
By: ________
Renata Vasquez Billing Partner
By: ________
James Underwood Lead Associate
By: ________
Devon Archer Working Associate
1301 K Street NW, Suite 1200 Washington, DC 20005 Matter No. 1038-00006
Attorneys 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: ________
Catherine Nygaard Lead Partner
By: ________
Travis Beaumont Associate
1000 North Market Street, Suite 1500 Wilmington, DE 19801
Attorneys for Individual Defendants Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson
Date: ________
FOR DEFENDANT VERDANA COMMERCE GROUP, INC.:
BLACKHALL & SOREN LLP
By: ________
Gavin Blackhall Lead Partner
By: ________
Meredith Lau Senior Associate
300 Delaware Avenue, Suite 900 Wilmington, DE 19801
Attorneys for Defendant Verdana Commerce Group, Inc.
Date: ________
EXHIBIT 1
[PROPOSED] ORDER OF DISMISSAL WITH PREJUDICE
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
ORDER OF DISMISSAL WITH PREJUDICE
WHEREAS, the Court has reviewed the Stipulation for Dismissal with Prejudice Pursuant to Court of Chancery Rule 41(a)(2) (the "Stipulation") filed by all Parties to this action, together with the Compliance Certification delivered by Aldwyn Compliance Solutions LLC, the independent compliance monitor appointed by this Court, and the certification letter from counsel for Plaintiff confirming the satisfaction of all conditions precedent to the filing of the Stipulation;
WHEREAS, the twelve (12)-month Monitoring Period established under the Consent Order Incorporating Modified Restrictive Covenants entered by this Court on or about April 14, 2025 (the "Consent Order") has expired;
WHEREAS, the Compliance Certification confirms that, in the professional judgment of the Compliance Monitor, all Parties have materially complied with the terms of the Standstill and Settlement Agreement dated as of April 14, 2025 (the "Settlement Agreement") and the Consent Order during the Monitoring Period; and
WHEREAS, good cause exists for the entry of this Order;
NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED as follows:
1.  All claims asserted in the Verified Complaint filed March 5, 2025, in this action — including Count I (Breach of Restrictive Covenant), Count II (Breach of Confidentiality Obligations), Count III (Misappropriation of Trade Secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq.), Count IV (Tortious Interference with Contractual Relations), and Count V (Civil Conspiracy) — are hereby DISMISSED WITH PREJUDICE as to all Defendants: Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, Kira Johansson, and Verdana Commerce Group, Inc.
2.  This dismissal is on the merits and with prejudice, and shall operate as an adjudication on the merits pursuant to Court of Chancery Rule 41(b).
3.  Each Party shall bear its own attorneys' fees and costs incurred in connection with this action, except as otherwise provided in the Settlement Agreement dated April 14, 2025, among the Parties.
4.  The Consent Order Incorporating Modified Restrictive Covenants entered by this Court on or about April 14, 2025, is hereby DISSOLVED, and this Court's retained jurisdiction thereunder is TERMINATED; provided, however, that the surviving contractual obligations of the Parties under the Settlement Agreement shall remain in full force and effect and shall be enforceable in any court of competent jurisdiction in accordance with their terms and applicable law.
5.  This case is hereby CLOSED.
________________________________________
Vice Chancellor Margaret T. Zhao
Date: ________
CERTIFICATE OF SERVICE
I, James Underwood, hereby certify that on the date indicated below, a true and correct copy of the foregoing Stipulation for Dismissal with Prejudice Pursuant to Court of Chancery Rule 41(a)(2), together with the attached Exhibit 1 ([Proposed] Order of Dismissal with Prejudice), was served upon the following counsel of record by electronic filing through the Court's File & ServeXpress system and by electronic mail:
Catherine Nygaard, Esq. Whitfield, Nygaard & Doyle LLP 1000 North Market Street, Suite 1500 Wilmington, DE 19801 Counsel for Individual Defendants Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson
Gavin Blackhall, Esq. Blackhall & Soren LLP 300 Delaware Avenue, Suite 900 Wilmington, DE 19801 Counsel for Defendant Verdana Commerce Group, Inc.
________________________________________
James Underwood Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005
Date: ________
CASCADE RETAIL HOLDINGS INC., a Delaware corporation,
Plaintiff,
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,
Defendants.
CASCADE RETAIL HOLDINGS INC., a Delaware corporation,
Plaintiff,
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,
Defendants.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

RECITALS

FOR PLAINTIFF CASCADE RETAIL HOLDINGS INC.:

CALDERWOOD & HARKNESS LLP

WHITFIELD, NYGAARD & DOYLE LLP

FOR DEFENDANT VERDANA COMMERCE GROUP, INC.:

BLACKHALL & SOREN LLP

EXHIBIT 1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

ORDER OF DISMISSAL WITH PREJUDICE

CERTIFICATE OF SERVICE

Record

Parties

Dates

Amounts