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IN THE 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.

C.A. No. 2025-0198-MTZ

STIPULATION ADJOURNING PRELIMINARY INJUNCTION HEARING AND PROPOSING CONSENT INTERIM ORDER

Plaintiff Cascade Retail Holdings Inc. ("Cascade" or "CRH"), a Delaware corporation with its principal place of business and corporate headquarters at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119, by and through its attorneys of record, Calderwood & Harkness LLP (Bernard Crawford, Renata Vasquez, James Underwood, and Devon Archer), 1301 K Street NW, Suite 1200, Washington, DC 20005; 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"), by and through their attorneys of record, Whitfield, Nygaard & Doyle LLP (Catherine Nygaard and Travis Beaumont), 1000 North Market Street, Suite 1500, Wilmington, Delaware 19801; and Defendant Verdana Commerce Group, Inc. ("Verdana" or "VCG"), a Delaware corporation with its principal place of business and corporate headquarters at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801, by and through its attorneys of record, Blackhall & Soren LLP (Gavin Blackhall and Meredith Lau), 300 Delaware Avenue, Suite 900, Wilmington, Delaware 19801 (CRH, the Individual Defendants, and Verdana are collectively referred to herein as the "Parties"), hereby submit this Stipulation Adjourning Preliminary Injunction Hearing and Proposing Consent Interim Order (this "Stipulation") and respectfully represent to the Court as follows:

WHEREAS, on March 5, 2025, CRH filed its Verified Complaint in this action (the "Complaint") asserting the following claims against the Defendants: (1) breach of restrictive covenant agreements against the Individual Defendants (Count I); (2) breach of confidentiality obligations arising under the Individual Defendants' respective employment agreements with CRH against the Individual Defendants (Count II); (3) misappropriation of trade secrets in violation of the Delaware Uniform Trade Secrets Act, 6 Del. C. §§ 2001–2009, against the Individual Defendants and Verdana (Count III); (4) tortious interference with contractual relations against Verdana (Count IV); and (5) civil conspiracy against the Individual Defendants and Verdana (Count V);

WHEREAS, simultaneously with the filing of the Complaint on March 5, 2025, CRH filed its Motion for Temporary Restraining Order and Preliminary Injunction (the "PI Motion"), together with supporting memorandum of law, declarations, and exhibits, seeking emergency injunctive relief to prevent the Individual Defendants from commencing employment with Verdana in merchandising roles and to prevent the further dissemination or use of CRH's confidential and proprietary information;

WHEREAS, on March 7, 2025, the Court, having reviewed CRH's motion papers and supporting materials, granted an ex parte Temporary Restraining Order (the "TRO") restraining all Individual Defendants from commencing employment in any merchandising role, position, or capacity at Verdana Commerce Group, Inc. or any of its subsidiaries or affiliates for a period of fourteen (14) days, conditioned upon CRH posting an injunction bond in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419), which bond was duly posted on March 7, 2025;

WHEREAS, the Court scheduled a hearing on CRH's Motion for Preliminary Injunction for March 21, 2025 (the "PI Hearing");

WHEREAS, on March 15, 2025, the Individual Defendants, by and through their counsel Whitfield, Nygaard & Doyle LLP, filed their Memorandum of Law in Opposition to Plaintiff's Motion for Preliminary Injunction, together with supporting declarations and exhibits, contesting the propriety of the requested injunctive relief;

WHEREAS, on March 17, 2025, CRH filed its Reply Memorandum in Further Support of the Preliminary Injunction, together with supplemental declarations from CRH's Chief Human Resources Officer, Vice President of Merchandising, and Director of Information Security, as well as additional documentary exhibits;

WHEREAS, between March 12 and March 18, 2025, the Parties engaged in expedited discovery in connection with the PI Motion, including the production of documents, the exchange of interrogatory responses, and the taking of limited depositions of certain of the Individual Defendants, as authorized by the Court's scheduling order entered March 10, 2025;

WHEREAS, on March 18, 2025, the Parties participated in a full-day mediation session before the Honorable Philip Ashford (Ret.) through Meridian ADR Services LLC (Reference No. Meridian-2025-0318-CRH), at which all Parties were represented by counsel and at which certain of the Individual Defendants and representatives of both CRH and Verdana appeared in person;

WHEREAS, as a result of the mediation and continued arm's-length negotiations thereafter, on March 20, 2025, the Parties reached a framework for settlement of this action in its entirety, the material terms of which are being documented in a definitive Standstill and Settlement Agreement (the "Settlement Agreement"), together with related ancillary documents including, without limitation, mutual releases, revised restrictive covenant agreements, a data return and destruction protocol, and a consent order of dismissal;

WHEREAS, the Parties require additional time to negotiate, draft, and finalize the definitive Settlement Agreement and the related ancillary documents, and the Parties anticipate that the documentation period will extend from approximately March 24, 2025 through April 14, 2025, during which period counsel for the Parties will exchange drafts and negotiate the remaining open terms of the Settlement Agreement;

WHEREAS, the Parties believe that it is in the interest of judicial economy and in the mutual interests of all Parties to adjourn the preliminary injunction hearing pending completion and execution of the Settlement Agreement, provided that appropriate interim protections remain in place to maintain the status quo and to preserve the rights and interests of all Parties during the documentation period;

NOW, THEREFORE, the Parties hereby stipulate and agree, subject to the approval of this Court, as follows:

Section 1. Adjournment of Preliminary Injunction Hearing

1.1. The preliminary injunction hearing currently scheduled for March 21, 2025 before Vice Chancellor Margaret T. Zhao is hereby adjourned sine die, pending finalization and execution of the Settlement Agreement and entry of a Consent Order by this Court incorporating the terms thereof.

1.2. Either Party may request that the Court reschedule the preliminary injunction hearing upon fourteen (14) calendar days' written notice to all other Parties and to the Court in the event that:

(a) the Settlement Agreement is not fully executed by all Parties on or before April 14, 2025; or

(b) any Party provides written notice of its withdrawal from settlement negotiations in accordance with Section 8 of this Stipulation.

1.3. Nothing in this Section 1 shall be construed to limit the Court's authority to reschedule or convene the preliminary injunction hearing on its own motion at any time upon notice to the Parties.

Section 2. Continuation of TRO Restraints as Interim Relief

2.1. Pending the execution of the Settlement Agreement and the entry of the Consent Order contemplated thereby, the restraints imposed by the Temporary Restraining Order entered by this Court on March 7, 2025 shall remain in full force and effect as interim injunctive relief, without the need for CRH to demonstrate the requirements for the issuance of a preliminary injunction under the standards set forth in Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), or any other applicable legal standard for preliminary injunctive relief.

2.2. Specifically, and without limitation, each of the Individual Defendants — Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson — shall continue to refrain from commencing, continuing, or engaging in employment in any merchandising role, position, or capacity at Verdana Commerce Group, Inc., or at any of its direct or indirect subsidiaries, parent companies, or affiliates, for the duration of this Stipulation. For purposes of this Section 2, "merchandising role, position, or capacity" shall have the same meaning as set forth in the TRO entered March 7, 2025, and shall include, without limitation, any role involving buying, sourcing, category management, vendor negotiations, assortment planning, pricing strategy, or private-label product development.

2.3. The injunction bond in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) posted by Cascade Retail Holdings Inc. through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419) shall remain in place and in full force and effect, and shall not be discharged, released, or reduced except upon further order of this Court.

2.4. The continuation of the TRO restraints pursuant to this Section 2 is by consent of all Parties and shall not be deemed an extension of the TRO under Court of Chancery Rule 65(b) or any other provision of the Court of Chancery Rules. The Parties agree that no further bond, hearing, or showing shall be required as a condition of the continued effectiveness of the TRO restraints during the pendency of this Stipulation.

Section 3. Preservation of Confidential Information

3.1. During the pendency of this Stipulation, all Individual Defendants shall continue to comply with the confidentiality obligations set forth in their respective Employment Agreements with CRH, including but not limited to the confidentiality covenants contained in Section 7 of each such Employment Agreement. Such obligations extend to, without limitation, the following categories of CRH confidential and proprietary information:

(a) all materials, documents, analyses, projections, and strategic plans relating to or generated in connection with Project Ridgeline, including all vendor assessments, category expansion modeling, and market entry analysis;

(b) CRH's proprietary vendor negotiation playbooks, including the standardized negotiation frameworks, tiered discount matrices, volume rebate structures, and co-op advertising allocation methodologies;

(c) CRH's seasonal buying algorithms, including the proprietary demand forecasting models, inventory optimization algorithms, and markdown cadence protocols;

(d) CRH's private-label sourcing strategies, including factory-direct sourcing arrangements, exclusivity agreements with overseas manufacturers, product specification databases, and cost-of-goods benchmarks; and

(e) CRH's five-year category expansion roadmap (the "Category Expansion Roadmap"), including new category entry timing, targeted geographic markets, projected revenue and margin forecasts, and competitive positioning analyses.

3.2. No Individual Defendant shall disclose, use, transmit, copy, reproduce, or make available to Verdana Commerce Group, Inc., or to any other third party, any confidential or proprietary information of CRH during the pendency of this Stipulation. This prohibition applies to all forms of disclosure, whether oral, written, electronic, or otherwise, and regardless of whether the information is disclosed directly or indirectly.

3.3. Verdana Commerce Group, Inc. shall not, during the pendency of this Stipulation, solicit, request, accept, or receive any confidential or proprietary information of CRH from any Individual Defendant, from any current or former employee of CRH, or from any other person or entity. Verdana shall instruct all of its officers, directors, employees, agents, and consultants to comply with this prohibition.

3.4. Nothing in this Section 3 shall be construed to limit or supersede any confidentiality obligations imposed by the Protective Order entered in this action on March 12, 2025, which shall remain in full force and effect.

Section 4. Data Preservation Obligations

4.1. All Parties shall maintain and preserve all documents, data, communications, and electronically stored information ("ESI") relevant to this action, consistent with the preservation obligations already in effect pursuant to the litigation hold notices issued by the Parties and the Protective Order entered March 12, 2025. No Party shall modify, suspend, or terminate any litigation hold currently in effect with respect to this action.

4.2. No Individual Defendant shall delete, destroy, modify, overwrite, move, transfer, or otherwise alter any files previously downloaded, copied, or otherwise obtained from CRH's information systems, networks, servers, cloud-based platforms, or any other CRH data repositories. This obligation applies specifically, but without limitation, to the approximately 14,327 files comprising approximately 2.8 gigabytes (GB) of data identified by Pinnacle Forensics LLC in its Preliminary Forensic Report dated March 14, 2025 (the "Pinnacle Report"), as well as any additional files that may be identified in subsequent forensic analysis. The disposition of all such files shall be governed by the data return and destruction provisions to be set forth in the Settlement Agreement.

4.3. Each Individual Defendant shall preserve all devices, including personal computers, laptops, tablets, mobile phones, external storage devices (including USB drives, external hard drives, and portable storage media), and cloud storage accounts (including but not limited to Hollowell Health IT, Larkspur Technologies, Severin Services Inc., and Meridian Systems accounts) that contain, or may contain, any CRH confidential information, documents, or data.

4.4. Verdana Commerce Group, Inc. shall preserve all information systems, networks, servers, workstations, cloud-based platforms, email accounts, collaboration tools (including but not limited to Meridian Solutions workspaces, Northgate Data Systems channels, and shared document repositories), and data repositories to which any Individual Defendant has had access since commencing any work, orientation, onboarding activities, or preliminary engagement at Verdana, including but not limited to any systems accessed during the period from February 15, 2025 through the date of this Stipulation.

4.5. Any Party that becomes aware of a potential or actual loss, destruction, or alteration of data subject to the preservation obligations set forth in this Section 4 shall promptly notify all other Parties and the Court, in writing, within forty-eight (48) hours of becoming aware of such event.

Section 5. No Solicitation of CRH Employees or Vendors Pending Settlement

5.1. During the pendency of this Stipulation and until the earlier of (a) full execution of the Settlement Agreement by all Parties or (b) termination of this Stipulation in accordance with Section 8 hereof, the Individual Defendants shall not, directly or indirectly, solicit, recruit, encourage, or induce any current employee of CRH to leave CRH's employment or to accept employment, an engagement, a consulting arrangement, or any other business relationship with Verdana Commerce Group, Inc. or any of its subsidiaries or affiliates.

5.2. During the same period, Verdana Commerce Group, Inc. shall not, directly or indirectly, solicit, recruit, encourage, or induce any current employee of CRH to leave CRH's employment or to accept employment, an engagement, a consulting arrangement, or any other business relationship with Verdana or any of its subsidiaries or affiliates, provided that this restriction shall not prohibit Verdana from hiring any CRH employee who independently applies for a position at Verdana without any direct or indirect solicitation by the Individual Defendants or by Verdana.

5.3. During the pendency of this Stipulation, the Individual Defendants and Verdana shall not, directly or indirectly, solicit, contact, or engage any vendor, supplier, manufacturer, or service provider of CRH for the purpose of diverting, redirecting, or otherwise transferring business from CRH to Verdana or to any other entity. For purposes of this Section 5.3, "vendor, supplier, manufacturer, or service provider of CRH" means any person or entity that has provided goods, materials, products, or services to CRH at any time during the twelve (12) months preceding the date of this Stipulation.

Section 6. Status Reports to the Court

6.1. The Parties shall file a joint status report with the Court no later than April 7, 2025, advising the Court of the progress of settlement documentation, including the anticipated timeline for execution of the Settlement Agreement and submission of the Stipulation of Settlement and Proposed Consent Order for the Court's consideration. The joint status report shall be filed through the Court's electronic filing system and shall be signed by counsel for all Parties.

6.2. In the event the Settlement Agreement is fully executed by all Parties prior to April 7, 2025, the Parties shall promptly notify the Court and shall submit the Stipulation of Settlement and Proposed Consent Order for the Court's consideration within five (5) business days of execution.

6.3. The Parties shall promptly notify the Court of any material development affecting the status of settlement negotiations, including but not limited to any breakdown in negotiations, any dispute concerning the terms of the Settlement Agreement, or any event that may necessitate the rescheduling of the preliminary injunction hearing.

Section 7. Reservation of Rights

7.1. This Stipulation is entered into solely for purposes of facilitating the orderly documentation and execution of the settlement framework agreed to by the Parties on March 20, 2025, and for purposes of preserving the status quo and promoting judicial economy during the documentation period. This Stipulation does not constitute, and shall not be construed as, an admission of liability, wrongdoing, or fault by any Party, or an admission of the validity or invalidity of any claim or defense asserted or that could be asserted by any Party in this action.

7.2. All Parties expressly reserve all rights, claims, defenses, and arguments in the event that the Settlement Agreement is not executed, is not approved by the Court, or does not become effective for any reason whatsoever. No Party shall be deemed to have waived any right, claim, defense, or argument by virtue of entering into this Stipulation or by virtue of participating in settlement negotiations.

7.3. In the event that settlement negotiations fail or the Settlement Agreement is not executed, each Party shall retain the right to rely on all evidence, arguments, legal positions, factual contentions, and expert opinions previously asserted or developed in this action. The adjournment of the preliminary injunction hearing shall not prejudice any Party's ability to seek injunctive relief, damages, or any other remedy available under applicable law or equity.

7.4. No statement, representation, offer, concession, or communication made by any Party during the mediation session on March 18, 2025, or during settlement negotiations preceding or following the mediation, shall be admissible or discoverable in this action or in any other action or proceeding, except to the extent necessary to enforce the terms of the Settlement Agreement, if executed. The Parties acknowledge that all such communications are protected by the mediation privilege under 10 Del. C. § 5727 and the settlement discussion privilege under Delaware Rule of Evidence 408.

Section 8. Termination of Stipulation

8.1. This Stipulation shall terminate automatically, without further action by the Parties or order of the Court, upon the earliest of:

(a) the full execution of the Settlement Agreement by all Parties and the entry of the Consent Order by the Court incorporating the terms thereof;

(b) written notice by any Party that it is withdrawing from settlement negotiations, provided that such notice is served simultaneously on all other Parties and filed with the Court, and provided further that the withdrawing Party shall provide not less than five (5) business days' written notice prior to the effective date of such withdrawal; or

(c) April 28, 2025, unless the Parties, by unanimous written agreement, extend the term of this Stipulation with the prior leave of the Court, such extension to be granted upon a showing of good cause and progress toward the completion of the Settlement Agreement.

8.2. Upon termination of this Stipulation without the execution of the Settlement Agreement, the TRO restraints continued pursuant to Section 2 hereof shall remain in effect for a period of fourteen (14) calendar days following termination, to permit either Party to move for rescheduling of the preliminary injunction hearing and to allow the Court to establish a new hearing date. Thereafter, the TRO restraints shall expire unless extended by further order of the Court.

8.3. Upon termination of this Stipulation without execution of the Settlement Agreement, either Party may move to reschedule the preliminary injunction hearing on an expedited basis, and the Court shall set a new hearing date as promptly as practicable, giving due consideration to the need for any supplemental briefing or additional discovery.

Section 9. Governing Law

9.1. This Stipulation shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflicts of law principles or rules that would result in the application of the substantive laws of any other jurisdiction.

Section 10. Court Jurisdiction

10.1. The Court of Chancery of the State of Delaware shall retain exclusive jurisdiction over the Parties and this action for the purpose of enforcing the terms of this Stipulation and the Consent Interim Order, resolving any disputes arising hereunder or in connection herewith, and entering such further orders as may be necessary or appropriate to effectuate the purposes of this Stipulation.

10.2. Each Party irrevocably consents to the personal jurisdiction of the Court of Chancery of the State of Delaware for all purposes relating to this Stipulation and the Consent Interim Order.

Section 11. Counterparts

11.1. This Stipulation may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Stipulation by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall be as effective as delivery of a manually executed counterpart.

11.2. Facsimile signatures and electronic signatures, including signatures transmitted via DocuSign, Ashford Health IT, or similar electronic signature platforms, shall be deemed original signatures for all purposes of this Stipulation and shall be binding upon the Party whose signature is so transmitted.

[Signature Pages Follow]

FOR PLAINTIFF CASCADE RETAIL HOLDINGS INC.:

CALDERWOOD & HARKNESS LLP

By: ________

Bernard Crawford (Del. Bar No. 5318) Renata Vasquez James Underwood Devon Archer 1301 K Street NW, Suite 1200 Washington, DC 20005 Telephone: (202) 555-8400 Facsimile: (202) 555-8401

Attorneys for Plaintiff Cascade Retail Holdings Inc.

Date: March 21, 2025

FOR 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 (Del. Bar No. 4276) Travis Beaumont 1000 North Market Street, Suite 1500 Wilmington, DE 19801 Telephone: (302) 555-6200 Facsimile: (302) 555-6201

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

Date: March 21, 2025

FOR DEFENDANT VERDANA COMMERCE GROUP, INC.:

BLACKHALL & SOREN LLP

By: ________

Gavin Blackhall (Del. Bar No. 4891) Meredith Lau 300 Delaware Avenue, Suite 900 Wilmington, DE 19801 Telephone: (302) 555-7300 Facsimile: (302) 555-7301

Attorneys for Defendant Verdana Commerce Group, Inc.

Date: March 21, 2025

IN THE 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.

C.A. No. 2025-0198-MTZ

[PROPOSED] CONSENT INTERIM ORDER

This matter having come before the Court upon the Stipulation of the parties dated March 21, 2025 (the "Stipulation"), and the Court having reviewed the Stipulation and the submissions referenced therein, including the Verified Complaint filed on March 5, 2025, the Motion for Temporary Restraining Order and Preliminary Injunction filed on March 5, 2025, the Temporary Restraining Order entered by this Court on March 7, 2025, the Defendants' Memorandum of Law in Opposition to Plaintiff's Motion for Preliminary Injunction filed on March 15, 2025, and the Plaintiff's Reply Memorandum in Further Support of the Preliminary Injunction filed on March 17, 2025; and the Court having been advised that the preliminary injunction hearing was scheduled for March 21, 2025; and the parties having represented to the Court that on March 20, 2025, they reached a framework for settlement of this action, the terms of which are being documented in a definitive Standstill and Settlement Agreement (the "Settlement Agreement"), and that the parties require additional time to negotiate, draft, and finalize the Settlement Agreement and related ancillary documents; and the Court having considered the representations of counsel for all parties and the interests of judicial economy, and the Court finding that entry of this Consent Interim Order is appropriate under the circumstances to maintain the status quo and to preserve the rights and interests of all parties during the settlement documentation period; and for good cause shown;

IT IS HEREBY ORDERED as follows:

1. Adjournment of Preliminary Injunction Hearing. The preliminary injunction hearing scheduled for March 21, 2025 is hereby adjourned sine die. Any party may request that the Court reschedule the preliminary injunction hearing upon fourteen (14) calendar days' written notice to all other parties and to the Court, in the circumstances specified in Section 1 of the Stipulation, including without limitation in the event that (a) the Settlement Agreement is not fully executed by April 14, 2025, or (b) any party provides written notice of its withdrawal from settlement negotiations. The Court retains the authority to reschedule or convene the preliminary injunction hearing on its own motion at any time upon notice to the parties.

2. Extension of TRO Restraints. The Temporary Restraining Order entered by this Court on March 7, 2025 shall remain in full force and effect as interim injunctive relief pending the earlier of: (a) entry of a Consent Order by this Court incorporating the terms of the Settlement Agreement; (b) rescheduling and determination of the Motion for Preliminary Injunction; or (c) further order of this Court. Specifically, and without limitation, defendants Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson shall not commence, continue, or engage in employment in any merchandising role, position, or capacity at Verdana Commerce Group, Inc. or at any of its direct or indirect subsidiaries, parent companies, or affiliates. For the avoidance of doubt, "merchandising role, position, or capacity" shall have the same meaning as set forth in the TRO entered March 7, 2025, and shall include, without limitation, any role involving buying, sourcing, category management, vendor negotiations, assortment planning, pricing strategy, or private-label product development.

3. Injunction Bond. The injunction bond in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) posted by Cascade Retail Holdings Inc. through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419) shall remain in effect and in full force, and shall not be discharged, released, reduced, or otherwise modified except upon further order of this Court. The surety on said bond shall remain bound thereunder in accordance with the terms of the bond and the order of this Court entered on March 7, 2025.

4. Confidentiality and Data Preservation.

(a) All Individual Defendants shall continue to comply with the confidentiality obligations set forth in their respective employment agreements with CRH, including but not limited to obligations with respect to Project Ridgeline materials, proprietary vendor negotiation playbooks, seasonal buying algorithms, private-label sourcing strategies, and the five-year category expansion roadmap, as further described in Section 3 of the Stipulation.

(b) All parties shall maintain and preserve all documents, data, communications, and electronically stored information relevant to this action, consistent with the preservation obligations set forth in Section 4 of the Stipulation and in the Protective Order entered March 12, 2025. No party shall modify, suspend, or terminate any litigation hold currently in effect with respect to this action.

(c) No Individual Defendant shall delete, destroy, modify, overwrite, move, transfer, or otherwise alter any CRH confidential information or data in such Individual Defendant's possession, custody, or control, including without limitation the approximately 14,327 files comprising approximately 2.8 gigabytes (GB) of data identified by Pinnacle Forensics LLC in its Preliminary Forensic Report dated March 14, 2025, pending further order of this Court or execution of the Settlement Agreement, whichever occurs first.

(d) Verdana Commerce Group, Inc. shall preserve all information systems, networks, servers, workstations, cloud-based platforms, email accounts, collaboration tools, and data repositories to which any Individual Defendant has had access since commencing any work, orientation, onboarding activities, or preliminary engagement at Verdana.

5. Non-Solicitation Restrictions.

(a) During the pendency of this Order, the Individual Defendants and Verdana Commerce Group, Inc. shall not, directly or indirectly, solicit, recruit, encourage, or induce any current employee of CRH to leave CRH's employment or to accept employment, an engagement, a consulting arrangement, or any other business relationship with Verdana or any of its subsidiaries or affiliates.

(b) During the pendency of this Order, the Individual Defendants and Verdana Commerce Group, Inc. shall not, directly or indirectly, solicit, contact, or engage any vendor, supplier, manufacturer, or service provider of CRH for the purpose of diverting, redirecting, or otherwise transferring business from CRH to Verdana or to any other entity.

6. Status Reports.

(a) The parties shall file a joint status report with the Court no later than April 7, 2025, advising the Court of the progress of settlement documentation, including the anticipated timeline for execution of the Settlement Agreement and submission of the Stipulation of Settlement and Proposed Consent Order.

(b) In the event the Settlement Agreement is fully executed by all parties prior to April 7, 2025, the parties shall promptly notify the Court and shall submit the Stipulation of Settlement and Proposed Consent Order for the Court's consideration within five (5) business days of execution.

(c) The parties shall promptly notify the Court of any material development affecting the status of settlement negotiations, including any breakdown in negotiations or any event that may necessitate rescheduling of the preliminary injunction hearing.

7. Reservation of Rights. This Order is entered by consent of all parties and does not constitute an adjudication on the merits of any claim or defense asserted or that could be asserted in this action. All parties expressly reserve all rights, claims, defenses, and arguments. The adjournment of the preliminary injunction hearing shall not prejudice any party's ability to seek injunctive relief, damages, or any other remedy available under applicable law or equity in the event that the Settlement Agreement is not executed or does not become effective. No statement, representation, offer, concession, or communication made during the mediation or during settlement negotiations shall be admissible or discoverable in this action or in any other action or proceeding, except to the extent necessary to enforce the terms of the Settlement Agreement, if executed.

8. Retained Jurisdiction. The Court of Chancery of the State of Delaware retains exclusive jurisdiction over the parties and this action for the purpose of enforcing the terms of this Consent Interim Order and the underlying Stipulation, resolving any disputes arising thereunder or in connection therewith, and entering such further orders as may be necessary or appropriate to effectuate the purposes of this Order and the Stipulation.

9. Duration and Termination.

(a) This Consent Interim Order shall remain in effect until the earliest of: (i) entry of a Consent Order by this Court incorporating the terms of the Settlement Agreement; (ii) written notice by any party that it is withdrawing from settlement negotiations, served simultaneously on all other parties and filed with the Court, followed by appropriate further proceedings as directed by the Court; or (iii) April 28, 2025, unless the parties, by unanimous written agreement, extend the term of this Order with the prior leave of the Court.

(b) Upon expiration or termination of this Order without the entry of a Consent Order incorporating settlement terms, the TRO restraints continued pursuant to Paragraph 2 of this Order shall remain in effect for a period of fourteen (14) calendar days following such expiration or termination, to permit the parties to move for rescheduling of the preliminary injunction hearing and to allow the Court to establish a new hearing date.

(c) Upon expiration or termination of this Order without entry of a settlement Consent Order, either party may move on an expedited basis to reschedule the preliminary injunction hearing, and the Court shall set a new hearing date as promptly as practicable, giving due consideration to the need for any supplemental briefing or additional discovery.

SO ORDERED this _ day of ___, 2025.

________________________________________

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

CERTIFICATE OF SERVICE

I, Bernard Crawford, hereby certify that on March 21, 2025, a true and correct copy of the foregoing Stipulation Adjourning Preliminary Injunction Hearing and Proposing Consent Interim Order and the accompanying [Proposed] Consent Interim Order was served upon the following counsel of record by electronic mail and by File & ServeXpress:

Catherine Nygaard, Esq. Whitfield, Nygaard & Doyle LLP 1000 North Market Street, Suite 1500 Wilmington, Delaware 19801 cnygaard@wndlaw.com Counsel for 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, Delaware 19801 gblackhall@blackhallsoren.com Counsel for Defendant Verdana Commerce Group, Inc.

CALDERWOOD & HARKNESS LLP

By: ________

Bernard Crawford (Del. Bar No. 5318) 1301 K Street NW, Suite 1200 Washington, DC 20005 Telephone: (202) 555-8400

Attorneys for Plaintiff Cascade Retail Holdings Inc.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
CASCADE RETAIL HOLDINGS INC., a Delaware corporation,
Plaintiff,
v.
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.
C.A. No. 2025-0198-MTZ
STIPULATION ADJOURNING PRELIMINARY INJUNCTION HEARING AND PROPOSING CONSENT INTERIM ORDER
Plaintiff Cascade Retail Holdings Inc. ("Cascade" or "CRH"), a Delaware corporation with its principal place of business and corporate headquarters at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119, by and through its attorneys of record, Calderwood & Harkness LLP (Bernard Crawford, Renata Vasquez, James Underwood, and Devon Archer), 1301 K Street NW, Suite 1200, Washington, DC 20005; 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"), by and through their attorneys of record, Whitfield, Nygaard & Doyle LLP (Catherine Nygaard and Travis Beaumont), 1000 North Market Street, Suite 1500, Wilmington, Delaware 19801; and Defendant Verdana Commerce Group, Inc. ("Verdana" or "VCG"), a Delaware corporation with its principal place of business and corporate headquarters at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801, by and through its attorneys of record, Blackhall & Soren LLP (Gavin Blackhall and Meredith Lau), 300 Delaware Avenue, Suite 900, Wilmington, Delaware 19801 (CRH, the Individual Defendants, and Verdana are collectively referred to herein as the "Parties"), hereby submit this Stipulation Adjourning Preliminary Injunction Hearing and Proposing Consent Interim Order (this "Stipulation") and respectfully represent to the Court as follows:
WHEREAS, on March 5, 2025, CRH filed its Verified Complaint in this action (the "Complaint") asserting the following claims against the Defendants: (1) breach of restrictive covenant agreements against the Individual Defendants (Count I); (2) breach of confidentiality obligations arising under the Individual Defendants' respective employment agreements with CRH against the Individual Defendants (Count II); (3) misappropriation of trade secrets in violation of the Delaware Uniform Trade Secrets Act, 6 Del. C. §§ 2001–2009, against the Individual Defendants and Verdana (Count III); (4) tortious interference with contractual relations against Verdana (Count IV); and (5) civil conspiracy against the Individual Defendants and Verdana (Count V);
WHEREAS, simultaneously with the filing of the Complaint on March 5, 2025, CRH filed its Motion for Temporary Restraining Order and Preliminary Injunction (the "PI Motion"), together with supporting memorandum of law, declarations, and exhibits, seeking emergency injunctive relief to prevent the Individual Defendants from commencing employment with Verdana in merchandising roles and to prevent the further dissemination or use of CRH's confidential and proprietary information;
WHEREAS, on March 7, 2025, the Court, having reviewed CRH's motion papers and supporting materials, granted an ex parte Temporary Restraining Order (the "TRO") restraining all Individual Defendants from commencing employment in any merchandising role, position, or capacity at Verdana Commerce Group, Inc. or any of its subsidiaries or affiliates for a period of fourteen (14) days, conditioned upon CRH posting an injunction bond in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419), which bond was duly posted on March 7, 2025;
WHEREAS, the Court scheduled a hearing on CRH's Motion for Preliminary Injunction for March 21, 2025 (the "PI Hearing");
WHEREAS, on March 15, 2025, the Individual Defendants, by and through their counsel Whitfield, Nygaard & Doyle LLP, filed their Memorandum of Law in Opposition to Plaintiff's Motion for Preliminary Injunction, together with supporting declarations and exhibits, contesting the propriety of the requested injunctive relief;
WHEREAS, on March 17, 2025, CRH filed its Reply Memorandum in Further Support of the Preliminary Injunction, together with supplemental declarations from CRH's Chief Human Resources Officer, Vice President of Merchandising, and Director of Information Security, as well as additional documentary exhibits;
WHEREAS, between March 12 and March 18, 2025, the Parties engaged in expedited discovery in connection with the PI Motion, including the production of documents, the exchange of interrogatory responses, and the taking of limited depositions of certain of the Individual Defendants, as authorized by the Court's scheduling order entered March 10, 2025;
WHEREAS, on March 18, 2025, the Parties participated in a full-day mediation session before the Honorable Philip Ashford (Ret.) through Meridian ADR Services LLC (Reference No. Meridian-2025-0318-CRH), at which all Parties were represented by counsel and at which certain of the Individual Defendants and representatives of both CRH and Verdana appeared in person;
WHEREAS, as a result of the mediation and continued arm's-length negotiations thereafter, on March 20, 2025, the Parties reached a framework for settlement of this action in its entirety, the material terms of which are being documented in a definitive Standstill and Settlement Agreement (the "Settlement Agreement"), together with related ancillary documents including, without limitation, mutual releases, revised restrictive covenant agreements, a data return and destruction protocol, and a consent order of dismissal;
WHEREAS, the Parties require additional time to negotiate, draft, and finalize the definitive Settlement Agreement and the related ancillary documents, and the Parties anticipate that the documentation period will extend from approximately March 24, 2025 through April 14, 2025, during which period counsel for the Parties will exchange drafts and negotiate the remaining open terms of the Settlement Agreement;
WHEREAS, the Parties believe that it is in the interest of judicial economy and in the mutual interests of all Parties to adjourn the preliminary injunction hearing pending completion and execution of the Settlement Agreement, provided that appropriate interim protections remain in place to maintain the status quo and to preserve the rights and interests of all Parties during the documentation period;
NOW, THEREFORE, the Parties hereby stipulate and agree, subject to the approval of this Court, as follows:
Section 1. Adjournment of Preliminary Injunction Hearing
1.1. The preliminary injunction hearing currently scheduled for March 21, 2025 before Vice Chancellor Margaret T. Zhao is hereby adjourned sine die, pending finalization and execution of the Settlement Agreement and entry of a Consent Order by this Court incorporating the terms thereof.
1.2. Either Party may request that the Court reschedule the preliminary injunction hearing upon fourteen (14) calendar days' written notice to all other Parties and to the Court in the event that:
(a) the Settlement Agreement is not fully executed by all Parties on or before April 14, 2025; or
(b) any Party provides written notice of its withdrawal from settlement negotiations in accordance with Section 8 of this Stipulation.
1.3. Nothing in this Section 1 shall be construed to limit the Court's authority to reschedule or convene the preliminary injunction hearing on its own motion at any time upon notice to the Parties.
Section 2. Continuation of TRO Restraints as Interim Relief
2.1. Pending the execution of the Settlement Agreement and the entry of the Consent Order contemplated thereby, the restraints imposed by the Temporary Restraining Order entered by this Court on March 7, 2025 shall remain in full force and effect as interim injunctive relief, without the need for CRH to demonstrate the requirements for the issuance of a preliminary injunction under the standards set forth in Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), or any other applicable legal standard for preliminary injunctive relief.
2.2. Specifically, and without limitation, each of the Individual Defendants — Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson — shall continue to refrain from commencing, continuing, or engaging in employment in any merchandising role, position, or capacity at Verdana Commerce Group, Inc., or at any of its direct or indirect subsidiaries, parent companies, or affiliates, for the duration of this Stipulation. For purposes of this Section 2, "merchandising role, position, or capacity" shall have the same meaning as set forth in the TRO entered March 7, 2025, and shall include, without limitation, any role involving buying, sourcing, category management, vendor negotiations, assortment planning, pricing strategy, or private-label product development.
2.3. The injunction bond in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) posted by Cascade Retail Holdings Inc. through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419) shall remain in place and in full force and effect, and shall not be discharged, released, or reduced except upon further order of this Court.
2.4. The continuation of the TRO restraints pursuant to this Section 2 is by consent of all Parties and shall not be deemed an extension of the TRO under Court of Chancery Rule 65(b) or any other provision of the Court of Chancery Rules. The Parties agree that no further bond, hearing, or showing shall be required as a condition of the continued effectiveness of the TRO restraints during the pendency of this Stipulation.
Section 3. Preservation of Confidential Information
3.1. During the pendency of this Stipulation, all Individual Defendants shall continue to comply with the confidentiality obligations set forth in their respective Employment Agreements with CRH, including but not limited to the confidentiality covenants contained in Section 7 of each such Employment Agreement. Such obligations extend to, without limitation, the following categories of CRH confidential and proprietary information:
(a) all materials, documents, analyses, projections, and strategic plans relating to or generated in connection with Project Ridgeline, including all vendor assessments, category expansion modeling, and market entry analysis;
(b) CRH's proprietary vendor negotiation playbooks, including the standardized negotiation frameworks, tiered discount matrices, volume rebate structures, and co-op advertising allocation methodologies;
(c) CRH's seasonal buying algorithms, including the proprietary demand forecasting models, inventory optimization algorithms, and markdown cadence protocols;
(d) CRH's private-label sourcing strategies, including factory-direct sourcing arrangements, exclusivity agreements with overseas manufacturers, product specification databases, and cost-of-goods benchmarks; and
(e) CRH's five-year category expansion roadmap (the "Category Expansion Roadmap"), including new category entry timing, targeted geographic markets, projected revenue and margin forecasts, and competitive positioning analyses.
3.2. No Individual Defendant shall disclose, use, transmit, copy, reproduce, or make available to Verdana Commerce Group, Inc., or to any other third party, any confidential or proprietary information of CRH during the pendency of this Stipulation. This prohibition applies to all forms of disclosure, whether oral, written, electronic, or otherwise, and regardless of whether the information is disclosed directly or indirectly.
3.3. Verdana Commerce Group, Inc. shall not, during the pendency of this Stipulation, solicit, request, accept, or receive any confidential or proprietary information of CRH from any Individual Defendant, from any current or former employee of CRH, or from any other person or entity. Verdana shall instruct all of its officers, directors, employees, agents, and consultants to comply with this prohibition.
3.4. Nothing in this Section 3 shall be construed to limit or supersede any confidentiality obligations imposed by the Protective Order entered in this action on March 12, 2025, which shall remain in full force and effect.
Section 4. Data Preservation Obligations
4.1. All Parties shall maintain and preserve all documents, data, communications, and electronically stored information ("ESI") relevant to this action, consistent with the preservation obligations already in effect pursuant to the litigation hold notices issued by the Parties and the Protective Order entered March 12, 2025. No Party shall modify, suspend, or terminate any litigation hold currently in effect with respect to this action.
4.2. No Individual Defendant shall delete, destroy, modify, overwrite, move, transfer, or otherwise alter any files previously downloaded, copied, or otherwise obtained from CRH's information systems, networks, servers, cloud-based platforms, or any other CRH data repositories. This obligation applies specifically, but without limitation, to the approximately 14,327 files comprising approximately 2.8 gigabytes (GB) of data identified by Pinnacle Forensics LLC in its Preliminary Forensic Report dated March 14, 2025 (the "Pinnacle Report"), as well as any additional files that may be identified in subsequent forensic analysis. The disposition of all such files shall be governed by the data return and destruction provisions to be set forth in the Settlement Agreement.
4.3. Each Individual Defendant shall preserve all devices, including personal computers, laptops, tablets, mobile phones, external storage devices (including USB drives, external hard drives, and portable storage media), and cloud storage accounts (including but not limited to Hollowell Health IT, Larkspur Technologies, Severin Services Inc., and Meridian Systems accounts) that contain, or may contain, any CRH confidential information, documents, or data.
4.4. Verdana Commerce Group, Inc. shall preserve all information systems, networks, servers, workstations, cloud-based platforms, email accounts, collaboration tools (including but not limited to Meridian Solutions workspaces, Northgate Data Systems channels, and shared document repositories), and data repositories to which any Individual Defendant has had access since commencing any work, orientation, onboarding activities, or preliminary engagement at Verdana, including but not limited to any systems accessed during the period from February 15, 2025 through the date of this Stipulation.
4.5. Any Party that becomes aware of a potential or actual loss, destruction, or alteration of data subject to the preservation obligations set forth in this Section 4 shall promptly notify all other Parties and the Court, in writing, within forty-eight (48) hours of becoming aware of such event.
Section 5. No Solicitation of CRH Employees or Vendors Pending Settlement
5.1. During the pendency of this Stipulation and until the earlier of (a) full execution of the Settlement Agreement by all Parties or (b) termination of this Stipulation in accordance with Section 8 hereof, the Individual Defendants shall not, directly or indirectly, solicit, recruit, encourage, or induce any current employee of CRH to leave CRH's employment or to accept employment, an engagement, a consulting arrangement, or any other business relationship with Verdana Commerce Group, Inc. or any of its subsidiaries or affiliates.
5.2. During the same period, Verdana Commerce Group, Inc. shall not, directly or indirectly, solicit, recruit, encourage, or induce any current employee of CRH to leave CRH's employment or to accept employment, an engagement, a consulting arrangement, or any other business relationship with Verdana or any of its subsidiaries or affiliates, provided that this restriction shall not prohibit Verdana from hiring any CRH employee who independently applies for a position at Verdana without any direct or indirect solicitation by the Individual Defendants or by Verdana.
5.3. During the pendency of this Stipulation, the Individual Defendants and Verdana shall not, directly or indirectly, solicit, contact, or engage any vendor, supplier, manufacturer, or service provider of CRH for the purpose of diverting, redirecting, or otherwise transferring business from CRH to Verdana or to any other entity. For purposes of this Section 5.3, "vendor, supplier, manufacturer, or service provider of CRH" means any person or entity that has provided goods, materials, products, or services to CRH at any time during the twelve (12) months preceding the date of this Stipulation.
Section 6. Status Reports to the Court
6.1. The Parties shall file a joint status report with the Court no later than April 7, 2025, advising the Court of the progress of settlement documentation, including the anticipated timeline for execution of the Settlement Agreement and submission of the Stipulation of Settlement and Proposed Consent Order for the Court's consideration. The joint status report shall be filed through the Court's electronic filing system and shall be signed by counsel for all Parties.
6.2. In the event the Settlement Agreement is fully executed by all Parties prior to April 7, 2025, the Parties shall promptly notify the Court and shall submit the Stipulation of Settlement and Proposed Consent Order for the Court's consideration within five (5) business days of execution.
6.3. The Parties shall promptly notify the Court of any material development affecting the status of settlement negotiations, including but not limited to any breakdown in negotiations, any dispute concerning the terms of the Settlement Agreement, or any event that may necessitate the rescheduling of the preliminary injunction hearing.
Section 7. Reservation of Rights
7.1. This Stipulation is entered into solely for purposes of facilitating the orderly documentation and execution of the settlement framework agreed to by the Parties on March 20, 2025, and for purposes of preserving the status quo and promoting judicial economy during the documentation period. This Stipulation does not constitute, and shall not be construed as, an admission of liability, wrongdoing, or fault by any Party, or an admission of the validity or invalidity of any claim or defense asserted or that could be asserted by any Party in this action.
7.2. All Parties expressly reserve all rights, claims, defenses, and arguments in the event that the Settlement Agreement is not executed, is not approved by the Court, or does not become effective for any reason whatsoever. No Party shall be deemed to have waived any right, claim, defense, or argument by virtue of entering into this Stipulation or by virtue of participating in settlement negotiations.
7.3. In the event that settlement negotiations fail or the Settlement Agreement is not executed, each Party shall retain the right to rely on all evidence, arguments, legal positions, factual contentions, and expert opinions previously asserted or developed in this action. The adjournment of the preliminary injunction hearing shall not prejudice any Party's ability to seek injunctive relief, damages, or any other remedy available under applicable law or equity.
7.4. No statement, representation, offer, concession, or communication made by any Party during the mediation session on March 18, 2025, or during settlement negotiations preceding or following the mediation, shall be admissible or discoverable in this action or in any other action or proceeding, except to the extent necessary to enforce the terms of the Settlement Agreement, if executed. The Parties acknowledge that all such communications are protected by the mediation privilege under 10 Del. C. § 5727 and the settlement discussion privilege under Delaware Rule of Evidence 408.
Section 8. Termination of Stipulation
8.1. This Stipulation shall terminate automatically, without further action by the Parties or order of the Court, upon the earliest of:
(a) the full execution of the Settlement Agreement by all Parties and the entry of the Consent Order by the Court incorporating the terms thereof;
(b) written notice by any Party that it is withdrawing from settlement negotiations, provided that such notice is served simultaneously on all other Parties and filed with the Court, and provided further that the withdrawing Party shall provide not less than five (5) business days' written notice prior to the effective date of such withdrawal; or
(c) April 28, 2025, unless the Parties, by unanimous written agreement, extend the term of this Stipulation with the prior leave of the Court, such extension to be granted upon a showing of good cause and progress toward the completion of the Settlement Agreement.
8.2. Upon termination of this Stipulation without the execution of the Settlement Agreement, the TRO restraints continued pursuant to Section 2 hereof shall remain in effect for a period of fourteen (14) calendar days following termination, to permit either Party to move for rescheduling of the preliminary injunction hearing and to allow the Court to establish a new hearing date. Thereafter, the TRO restraints shall expire unless extended by further order of the Court.
8.3. Upon termination of this Stipulation without execution of the Settlement Agreement, either Party may move to reschedule the preliminary injunction hearing on an expedited basis, and the Court shall set a new hearing date as promptly as practicable, giving due consideration to the need for any supplemental briefing or additional discovery.
Section 9. Governing Law
9.1. This Stipulation shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflicts of law principles or rules that would result in the application of the substantive laws of any other jurisdiction.
Section 10. Court Jurisdiction
10.1. The Court of Chancery of the State of Delaware shall retain exclusive jurisdiction over the Parties and this action for the purpose of enforcing the terms of this Stipulation and the Consent Interim Order, resolving any disputes arising hereunder or in connection herewith, and entering such further orders as may be necessary or appropriate to effectuate the purposes of this Stipulation.
10.2. Each Party irrevocably consents to the personal jurisdiction of the Court of Chancery of the State of Delaware for all purposes relating to this Stipulation and the Consent Interim Order.
Section 11. Counterparts
11.1. This Stipulation may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Stipulation by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall be as effective as delivery of a manually executed counterpart.
11.2. Facsimile signatures and electronic signatures, including signatures transmitted via DocuSign, Ashford Health IT, or similar electronic signature platforms, shall be deemed original signatures for all purposes of this Stipulation and shall be binding upon the Party whose signature is so transmitted.
[Signature Pages Follow]
FOR PLAINTIFF CASCADE RETAIL HOLDINGS INC.:
CALDERWOOD & HARKNESS LLP
By: ________
Bernard Crawford (Del. Bar No. 5318) Renata Vasquez James Underwood Devon Archer 1301 K Street NW, Suite 1200 Washington, DC 20005 Telephone: (202) 555-8400 Facsimile: (202) 555-8401
Attorneys for Plaintiff Cascade Retail Holdings Inc.
Date: March 21, 2025
FOR 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 (Del. Bar No. 4276) Travis Beaumont 1000 North Market Street, Suite 1500 Wilmington, DE 19801 Telephone: (302) 555-6200 Facsimile: (302) 555-6201
Attorneys for Defendants Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson
Date: March 21, 2025
FOR DEFENDANT VERDANA COMMERCE GROUP, INC.:
BLACKHALL & SOREN LLP
By: ________
Gavin Blackhall (Del. Bar No. 4891) Meredith Lau 300 Delaware Avenue, Suite 900 Wilmington, DE 19801 Telephone: (302) 555-7300 Facsimile: (302) 555-7301
Attorneys for Defendant Verdana Commerce Group, Inc.
Date: March 21, 2025
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
CASCADE RETAIL HOLDINGS INC., a Delaware corporation,
Plaintiff,
v.
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.
C.A. No. 2025-0198-MTZ
[PROPOSED] CONSENT INTERIM ORDER
This matter having come before the Court upon the Stipulation of the parties dated March 21, 2025 (the "Stipulation"), and the Court having reviewed the Stipulation and the submissions referenced therein, including the Verified Complaint filed on March 5, 2025, the Motion for Temporary Restraining Order and Preliminary Injunction filed on March 5, 2025, the Temporary Restraining Order entered by this Court on March 7, 2025, the Defendants' Memorandum of Law in Opposition to Plaintiff's Motion for Preliminary Injunction filed on March 15, 2025, and the Plaintiff's Reply Memorandum in Further Support of the Preliminary Injunction filed on March 17, 2025; and the Court having been advised that the preliminary injunction hearing was scheduled for March 21, 2025; and the parties having represented to the Court that on March 20, 2025, they reached a framework for settlement of this action, the terms of which are being documented in a definitive Standstill and Settlement Agreement (the "Settlement Agreement"), and that the parties require additional time to negotiate, draft, and finalize the Settlement Agreement and related ancillary documents; and the Court having considered the representations of counsel for all parties and the interests of judicial economy, and the Court finding that entry of this Consent Interim Order is appropriate under the circumstances to maintain the status quo and to preserve the rights and interests of all parties during the settlement documentation period; and for good cause shown;
IT IS HEREBY ORDERED as follows:
1. Adjournment of Preliminary Injunction Hearing. The preliminary injunction hearing scheduled for March 21, 2025 is hereby adjourned sine die. Any party may request that the Court reschedule the preliminary injunction hearing upon fourteen (14) calendar days' written notice to all other parties and to the Court, in the circumstances specified in Section 1 of the Stipulation, including without limitation in the event that (a) the Settlement Agreement is not fully executed by April 14, 2025, or (b) any party provides written notice of its withdrawal from settlement negotiations. The Court retains the authority to reschedule or convene the preliminary injunction hearing on its own motion at any time upon notice to the parties.
2. Extension of TRO Restraints. The Temporary Restraining Order entered by this Court on March 7, 2025 shall remain in full force and effect as interim injunctive relief pending the earlier of: (a) entry of a Consent Order by this Court incorporating the terms of the Settlement Agreement; (b) rescheduling and determination of the Motion for Preliminary Injunction; or (c) further order of this Court. Specifically, and without limitation, defendants Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson shall not commence, continue, or engage in employment in any merchandising role, position, or capacity at Verdana Commerce Group, Inc. or at any of its direct or indirect subsidiaries, parent companies, or affiliates. For the avoidance of doubt, "merchandising role, position, or capacity" shall have the same meaning as set forth in the TRO entered March 7, 2025, and shall include, without limitation, any role involving buying, sourcing, category management, vendor negotiations, assortment planning, pricing strategy, or private-label product development.
3. Injunction Bond. The injunction bond in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) posted by Cascade Retail Holdings Inc. through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419) shall remain in effect and in full force, and shall not be discharged, released, reduced, or otherwise modified except upon further order of this Court. The surety on said bond shall remain bound thereunder in accordance with the terms of the bond and the order of this Court entered on March 7, 2025.
4. Confidentiality and Data Preservation.
(a) All Individual Defendants shall continue to comply with the confidentiality obligations set forth in their respective employment agreements with CRH, including but not limited to obligations with respect to Project Ridgeline materials, proprietary vendor negotiation playbooks, seasonal buying algorithms, private-label sourcing strategies, and the five-year category expansion roadmap, as further described in Section 3 of the Stipulation.
(b) All parties shall maintain and preserve all documents, data, communications, and electronically stored information relevant to this action, consistent with the preservation obligations set forth in Section 4 of the Stipulation and in the Protective Order entered March 12, 2025. No party shall modify, suspend, or terminate any litigation hold currently in effect with respect to this action.
(c) No Individual Defendant shall delete, destroy, modify, overwrite, move, transfer, or otherwise alter any CRH confidential information or data in such Individual Defendant's possession, custody, or control, including without limitation the approximately 14,327 files comprising approximately 2.8 gigabytes (GB) of data identified by Pinnacle Forensics LLC in its Preliminary Forensic Report dated March 14, 2025, pending further order of this Court or execution of the Settlement Agreement, whichever occurs first.
(d) Verdana Commerce Group, Inc. shall preserve all information systems, networks, servers, workstations, cloud-based platforms, email accounts, collaboration tools, and data repositories to which any Individual Defendant has had access since commencing any work, orientation, onboarding activities, or preliminary engagement at Verdana.
5. Non-Solicitation Restrictions.
(a) During the pendency of this Order, the Individual Defendants and Verdana Commerce Group, Inc. shall not, directly or indirectly, solicit, recruit, encourage, or induce any current employee of CRH to leave CRH's employment or to accept employment, an engagement, a consulting arrangement, or any other business relationship with Verdana or any of its subsidiaries or affiliates.
(b) During the pendency of this Order, the Individual Defendants and Verdana Commerce Group, Inc. shall not, directly or indirectly, solicit, contact, or engage any vendor, supplier, manufacturer, or service provider of CRH for the purpose of diverting, redirecting, or otherwise transferring business from CRH to Verdana or to any other entity.
6. Status Reports.
(a) The parties shall file a joint status report with the Court no later than April 7, 2025, advising the Court of the progress of settlement documentation, including the anticipated timeline for execution of the Settlement Agreement and submission of the Stipulation of Settlement and Proposed Consent Order.
(b) In the event the Settlement Agreement is fully executed by all parties prior to April 7, 2025, the parties shall promptly notify the Court and shall submit the Stipulation of Settlement and Proposed Consent Order for the Court's consideration within five (5) business days of execution.
(c) The parties shall promptly notify the Court of any material development affecting the status of settlement negotiations, including any breakdown in negotiations or any event that may necessitate rescheduling of the preliminary injunction hearing.
7. Reservation of Rights. This Order is entered by consent of all parties and does not constitute an adjudication on the merits of any claim or defense asserted or that could be asserted in this action. All parties expressly reserve all rights, claims, defenses, and arguments. The adjournment of the preliminary injunction hearing shall not prejudice any party's ability to seek injunctive relief, damages, or any other remedy available under applicable law or equity in the event that the Settlement Agreement is not executed or does not become effective. No statement, representation, offer, concession, or communication made during the mediation or during settlement negotiations shall be admissible or discoverable in this action or in any other action or proceeding, except to the extent necessary to enforce the terms of the Settlement Agreement, if executed.
8. Retained Jurisdiction. The Court of Chancery of the State of Delaware retains exclusive jurisdiction over the parties and this action for the purpose of enforcing the terms of this Consent Interim Order and the underlying Stipulation, resolving any disputes arising thereunder or in connection therewith, and entering such further orders as may be necessary or appropriate to effectuate the purposes of this Order and the Stipulation.
9. Duration and Termination.
(a) This Consent Interim Order shall remain in effect until the earliest of: (i) entry of a Consent Order by this Court incorporating the terms of the Settlement Agreement; (ii) written notice by any party that it is withdrawing from settlement negotiations, served simultaneously on all other parties and filed with the Court, followed by appropriate further proceedings as directed by the Court; or (iii) April 28, 2025, unless the parties, by unanimous written agreement, extend the term of this Order with the prior leave of the Court.
(b) Upon expiration or termination of this Order without the entry of a Consent Order incorporating settlement terms, the TRO restraints continued pursuant to Paragraph 2 of this Order shall remain in effect for a period of fourteen (14) calendar days following such expiration or termination, to permit the parties to move for rescheduling of the preliminary injunction hearing and to allow the Court to establish a new hearing date.
(c) Upon expiration or termination of this Order without entry of a settlement Consent Order, either party may move on an expedited basis to reschedule the preliminary injunction hearing, and the Court shall set a new hearing date as promptly as practicable, giving due consideration to the need for any supplemental briefing or additional discovery.
SO ORDERED this _ day of ___, 2025.
________________________________________
Vice Chancellor Margaret T. Zhao Court of Chancery of the State of Delaware
CERTIFICATE OF SERVICE
I, Bernard Crawford, hereby certify that on March 21, 2025, a true and correct copy of the foregoing Stipulation Adjourning Preliminary Injunction Hearing and Proposing Consent Interim Order and the accompanying [Proposed] Consent Interim Order was served upon the following counsel of record by electronic mail and by File & ServeXpress:
Catherine Nygaard, Esq. Whitfield, Nygaard & Doyle LLP 1000 North Market Street, Suite 1500 Wilmington, Delaware 19801 cnygaard@wndlaw.com Counsel for 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, Delaware 19801 gblackhall@blackhallsoren.com Counsel for Defendant Verdana Commerce Group, Inc.
CALDERWOOD & HARKNESS LLP
By: ________
Bernard Crawford (Del. Bar No. 5318) 1301 K Street NW, Suite 1200 Washington, DC 20005 Telephone: (202) 555-8400
Attorneys for Plaintiff Cascade Retail Holdings Inc.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

FOR PLAINTIFF CASCADE RETAIL HOLDINGS INC.:

CALDERWOOD & HARKNESS LLP

WHITFIELD, NYGAARD & DOYLE LLP

FOR DEFENDANT VERDANA COMMERCE GROUP, INC.:

BLACKHALL & SOREN LLP

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

CERTIFICATE OF SERVICE

CALDERWOOD & HARKNESS LLP

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