1038-00006 · Calderwood & Harkness LLP · Engagement & Administration

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CALDERWOOD & HARKNESS LLP

Attorneys at Law

1900 K Street NW, Suite 1200, Washington, DC 20006 Telephone: (202) 555-7400

INTERNAL MEMORANDUM PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

February 18, 2025

TO: Bernard Crawford, Responsible Partner, Labor & Employment (DC Office)

FROM: Devon Archer, Associate, Labor & Employment (DC Office)

RE: Conflicts Clearance — Proposed Representation of Cascade Retail Holdings Inc. in Restrictive Covenant Enforcement and Related Claims Against the Rathore Group, Verdana Commerce Group, Inc., and Greystone Capital Partners, LP

MATTER NUMBER: 1038-00006

1. Purpose of Memorandum

This memorandum documents the results of the comprehensive conflicts check conducted by the undersigned in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Cascade Retail Holdings Inc. ("CRH") (Nasdaq: CRHL) to represent CRH in the enforcement of restrictive covenant provisions contained in the employment agreements of eight departing employees, the protection of CRH's trade secrets and proprietary business information, and related claims arising from the coordinated departure of a senior merchandising team and their subsequent employment by a direct competitor. The proposed representation is expected to involve emergency litigation in the Delaware Court of Chancery, including applications for a temporary restraining order and preliminary injunction, as well as claims for trade secret misappropriation, tortious interference with contractual relations, and civil conspiracy.

This memorandum identifies all adverse parties, known and anticipated opposing counsel, affiliated entities, and related third parties that were checked against the Firm's conflicts database (the "IntegrityCheck" system), and sets forth the results of those searches. In addition, this memorandum confirms that each member of the proposed engagement team has been individually cleared and that no personal conflicts of interest exist that would preclude any team member's participation in the matter.

Based on the analysis set forth below, this memorandum confirms that the engagement is cleared to proceed, subject to the ongoing obligation to conduct supplemental conflicts checks as additional parties, counsel, or interested persons are identified during the course of the representation.

2. Proposed Client

The following information was used to identify the proposed client in the Firm's conflicts database and to conduct related entity searches:

Existing C&H Relationship: A search of the Firm's client records and historical matter database confirms that Cascade Retail Holdings Inc. is a new client of Calderwood & Harkness LLP. The Firm has not previously represented CRH, any predecessor entity of CRH, or any direct subsidiary of CRH in any matter, whether active or closed. No prior engagement letters, billing records, or intake memoranda referencing CRH or its known affiliates were identified. The proposed engagement will therefore require completion of the Firm's new client intake procedures, including Know Your Client ("KYC") due diligence, anti-money laundering screening, and execution of the Firm's standard engagement letter.

3. Adverse Parties Searched

The following individuals and entities have been identified as adverse or potentially adverse parties in the proposed representation. Each was searched in the Firm's IntegrityCheck conflicts database using full legal names, known aliases, known prior names, associated entity names, employer identification numbers (where available), and residential or principal office addresses. The searches were conducted on February 18, 2025. The results for each party are set forth below.

3.1 Individual Defendants — Departing Employees (the "Rathore Group")

Eight former CRH employees have been identified as individual defendants in the proposed action. These individuals, referred to collectively as the "Rathore Group," departed CRH within a compressed timeframe beginning in late January 2025 and continuing through early February 2025, in what CRH's General Counsel has described as a coordinated and orchestrated mass departure targeting CRH's core merchandising leadership. Each individual was searched against the Firm's conflicts database. The identifying details and search results for each are as follows:

1. Priya Rathore

• Former Position at CRH: Senior Vice President, Merchandising

• Tenure at CRH: June 3, 2019 through February 7, 2025 (approximately 5 years, 8 months)

• Residence: 14 Harbor Ridge Lane, Bellevue, WA 98004

• Current Position: President, Merchandising & Strategy, Verdana Commerce Group, Inc. (start date reported as February 10, 2025)

• Relevant Agreements: Employment Agreement dated June 3, 2019 (as amended May 12, 2022), containing non-competition, non-solicitation of employees, non-solicitation of vendors, and confidentiality provisions; Proprietary Information and Inventions Assignment Agreement dated June 3, 2019

• Role in Proposed Action: Lead individual defendant; believed to have orchestrated the coordinated departure of the remaining seven individuals

• Conflicts Search Result: No current or prior representation of Priya Rathore identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.

2. Derek Linden

• Former Position at CRH: Vice President, Hardlines Merchandising

• Tenure at CRH: Approximately 7 years (joined approximately March 2018; departed January 31, 2025)

• Residence: Searched by name and known geographic area (greater Seattle metropolitan area)

• Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed

• Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement

• Conflicts Search Result: No current or prior representation of Derek Linden identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.

3. Sonia Kaczmarek

• Former Position at CRH: Vice President, Softlines Merchandising

• Tenure at CRH: Approximately 5 years (joined approximately February 2020; departed February 3, 2025)

• Residence: Searched by name and known geographic area (greater Seattle metropolitan area)

• Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed

• Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement

• Conflicts Search Result: No current or prior representation of Sonia Kaczmarek identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.

4. Amara Osei

• Former Position at CRH: Director, Private Label Strategy

• Tenure at CRH: Approximately 4 years (joined approximately January 2021; departed February 5, 2025)

• Residence: Searched by name and known geographic area (greater Seattle metropolitan area)

• Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed

• Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement

• Conflicts Search Result: No current or prior representation of Amara Osei identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.

5. Brent Halvorsen

• Former Position at CRH: Director, Seasonal Planning & Analytics

• Tenure at CRH: Approximately 6 years (joined approximately March 2019; departed February 4, 2025)

• Residence: Searched by name and known geographic area (greater Seattle metropolitan area)

• Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed

• Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement

• Conflicts Search Result: No current or prior representation of Brent Halvorsen identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.

6. Lucia Fernandez-Gill

• Former Position at CRH: Director, Vendor Relations (Domestic)

• Tenure at CRH: Approximately 5 years (joined approximately April 2020; departed February 6, 2025)

• Residence: Searched by name and known geographic area (greater Seattle metropolitan area)

• Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed

• Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement

• Conflicts Search Result: No current or prior representation of Lucia Fernandez-Gill identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified. Name also searched under alternative hyphenation and spelling variants ("Fernandez Gill," "Fernandez-Gil"); no hits.

7. Nathan Tsao

• Former Position at CRH: Senior Manager, eCommerce Merchandising

• Tenure at CRH: Approximately 3 years (joined approximately March 2022; departed January 30, 2025)

• Residence: Searched by name and known geographic area (greater Seattle metropolitan area)

• Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed

• Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement

• Conflicts Search Result: No current or prior representation of Nathan Tsao identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.

8. Kira Johansson

• Former Position at CRH: Senior Manager, Category Analytics

• Tenure at CRH: Approximately 4 years (joined approximately May 2021; departed February 7, 2025)

• Residence: Searched by name and known geographic area (greater Seattle metropolitan area)

• Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed

• Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement

• Conflicts Search Result: No current or prior representation of Kira Johansson identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.

Summary — Individual Defendants: A comprehensive search of the Firm's conflicts database has been completed for all eight individual defendants identified above. No current or prior representations of any of the eight individuals were identified. No personal or family connections between any of the eight individuals and any C&H attorney or staff member were identified. No conflicts of interest exist with respect to any individual defendant.

3.2 Verdana Commerce Group, Inc.

The following information was used to search the proposed corporate adverse party in the Firm's conflicts database:

Verdana Commerce Group, Inc. is the primary corporate adverse party in the proposed action. CRH alleges that Verdana, acting through its CEO Warren Dietrich and other senior personnel, conspired with Priya Rathore to orchestrate the coordinated departure of the Rathore Group from CRH and to misappropriate CRH's trade secrets and proprietary information in connection with Verdana's aggressive expansion into product categories in which CRH is a dominant market participant. CRH intends to assert claims against Verdana for tortious interference with contractual relations, tortious interference with prospective economic advantage, civil conspiracy, and aiding and abetting trade secret misappropriation.

Conflicts Search Result: No current or prior representations of Verdana Commerce Group, Inc. were identified in the Firm's conflicts database. No matters adverse to Verdana were identified in which C&H represented a party on any side of the dispute. The search was also conducted under Verdana's prior company names and known "doing business as" names, including "Verdana Home & Décor, Inc." (a former operating name) and "VCG Retail Holdings, Inc." (a former corporate name used prior to the Greystone acquisition); no hits were returned under any of these names. A search for Warren Dietrich and Helen Tsoi individually also returned no hits. No conflict of interest exists with respect to Verdana Commerce Group, Inc.

3.3 Greystone Capital Partners, LP and Greystone Capital Fund VII, LP

The following entities were identified as the private equity sponsor of Verdana and were accordingly searched in the Firm's conflicts database:

Greystone Capital Partners, LP

• Entity Type: Delaware limited partnership

• Principal Office: 680 Park Avenue, 22nd Floor, New York, NY 10065

• Managing Partner: Elliot Westbrook

• Description: Private equity firm focused on consumer, retail, and technology investments; manages multiple funds with aggregate committed capital in excess of $30 billion across fund vintages

Greystone Capital Fund VII, LP

• Entity Type: Delaware limited partnership

• Vintage: 2022

• Committed Capital: $8.5 billion

• Role: Majority equity holder of Verdana Commerce Group, Inc., having acquired its majority stake in Q3 2023 at an enterprise value of $2.4 billion

Greystone is identified as a potentially adverse party because CRH anticipates sending a cease-and-desist letter to Greystone in its capacity as the controlling equity holder and PE sponsor of Verdana. Depending on the development of the factual record, CRH may seek to assert direct claims against Greystone, including claims for civil conspiracy and aiding and abetting, if evidence reveals that Greystone directed or funded the recruitment campaign targeting CRH's merchandising team.

Conflicts Search Result: No current or prior representations of Greystone Capital Partners, LP, Greystone Capital Fund VII, LP, or any other Greystone-affiliated fund entity were identified in the Firm's conflicts database. The search was conducted under the following names and variants: "Greystone Capital Partners," "Greystone Capital," "Greystone Fund VII," "Greystone Capital Fund," and "GCP." A search was also run on Elliot Westbrook individually; no hits were returned. In addition, the Firm's database was searched to determine whether C&H currently represents or has previously represented any known portfolio company of Greystone Capital Partners, LP or Greystone Capital Fund VII, LP. No portfolio company representations were identified. No conflict of interest exists with respect to Greystone Capital Partners, LP or Greystone Capital Fund VII, LP.

3.4 Known and Anticipated Opposing Counsel

The following law firms have been identified as known or anticipated counsel for the adverse parties. Each was searched in the Firm's conflicts database to identify any concurrent representations, co-counsel relationships, or other potential issues.

Whitfield, Nygaard & Doyle LLP ("WND")

• Address: 1000 North Market Street, Suite 1500, Wilmington, DE 19801

• Role: Anticipated defense counsel to the individual defendants (the Rathore Group)

• Lead Partner: Catherine Nygaard

• Associate: Travis Beaumont

• Basis for Identification: CRH's General Counsel, Theresa Yun-Park, has advised that counsel for Priya Rathore contacted CRH's in-house employment counsel on February 14, 2025, identifying herself as Catherine Nygaard of Whitfield, Nygaard & Doyle LLP and stating that WND represents all eight departing employees in connection with any claims arising from their departures from CRH.

Conflicts Search Result: No current or prior adverse representation involving Whitfield, Nygaard & Doyle LLP was identified in the Firm's conflicts database. No current co-counsel relationships with WND on any active matter were identified. A search of Firm personnel records confirms that no C&H attorney currently employed by the Firm is a former member, partner, of counsel, or associate of WND. Catherine Nygaard and Travis Beaumont were searched individually; no hits were returned. No conflict of interest or other issue exists with respect to WND.

Blackhall & Soren LLP ("Blackhall")

• Address: 300 Delaware Avenue, Suite 900, Wilmington, DE 19801

• Role: Anticipated defense counsel to Verdana Commerce Group, Inc.

• Lead Partner: Gavin Blackhall

• Senior Associate: Meredith Lau

• Basis for Identification: CRH's General Counsel has advised that Helen Tsoi, General Counsel of Verdana, indicated in a telephone conversation on February 15, 2025, that Verdana has retained Blackhall & Soren LLP to represent it in connection with any claims that CRH may bring relating to the departing employees.

Conflicts Search Result: No current or prior adverse representation involving Blackhall & Soren LLP was identified in the Firm's conflicts database. No current co-counsel relationships with Blackhall on any active matter were identified. A search of Firm personnel records confirms that no C&H attorney currently employed by the Firm is a former member, partner, of counsel, or associate of Blackhall & Soren LLP. Gavin Blackhall and Meredith Lau were searched individually; no hits were returned. No conflict of interest or other issue exists with respect to Blackhall & Soren LLP.

4. Affiliated Entities and Related Parties Searched

In addition to the primary parties and opposing counsel identified in Section 3, the following affiliated entities and related third parties were searched in the Firm's conflicts database to ensure that no conflicts or potential complications exist arising from the Firm's relationships with entities that may be involved in, affected by, or engaged in connection with the proposed representation. The results for each are set forth below.

Keypoint National Bank, N.A.

• Role: CRH's administrative agent under its $750 million senior secured revolving credit facility (the "Credit Facility"), dated as of September 15, 2021, as amended

• Address: 1111 Second Avenue, Seattle, WA 98101

• Relevance: The Credit Facility may contain provisions requiring CRH to notify the administrative agent of material litigation. The commencement of the proposed action, particularly if it involves claims against a PE-backed competitor and emergency injunctive relief, may trigger such notification obligations. In addition, CRH's General Counsel has indicated that CRH may need to draw on the Credit Facility to fund litigation costs.

• Conflicts Search Result: The Firm currently represents Keypoint National Bank, N.A. in an unrelated regulatory compliance matter in the Firm's Financial Institutions Practice Group (Matter No. 1038-00006, Responsible Partner: Amanda Choi, Financial Institutions, New York Office). That representation involves the bank's response to an OCC examination and is wholly unrelated to the CRH credit facility, the proposed action, or any of the parties identified in this memorandum. Keypoint is not an adverse party in the proposed representation; rather, it is CRH's own lender. The existing representation of Keypoint does not create a conflict of interest under the applicable Rules of Professional Conduct because (i) the matters are entirely unrelated, (ii) Keypoint is not adverse to CRH in the proposed representation, and (iii) the proposed representation does not involve any claims by or against Keypoint. No conflict arising from potential lender notification obligations in this matter has been identified. No further action is required.

Hargrove & Tillett CPA, PLLC

• Role: CRH's outside auditors

• Address: 999 Third Avenue, Suite 4400, Seattle, WA 98104

• Lead Audit Partner: Denise Wheatley

• Relevance: CRH's auditors may be consulted regarding the valuation of trade secrets and proprietary information at issue in the proposed action, and may be involved in preparing financial information relevant to damages calculations.

• Conflicts Search Result: No current or prior representation of Hargrove & Tillett CPA, PLLC was identified in the Firm's conflicts database. No conflict identified.

Northland Trust Company

• Role: CRH's transfer agent for its publicly traded common stock

• Address: 55 Water Street, New York, NY 10041

• Relevance: Peripheral involvement only; identified for completeness given CRH's publicly traded status and the potential for securities disclosure obligations arising from the proposed litigation.

• Conflicts Search Result: No current or prior representation of Northland Trust Company was identified in the Firm's conflicts database. No conflict identified.

Broadview Surety Corp.

• Role: Potential surety and bond provider in connection with the emergency injunctive relief proceedings; CRH's General Counsel has indicated that CRH may be required to post a bond in connection with any TRO or preliminary injunction obtained in the Delaware Court of Chancery.

• Address: 175 Water Street, Suite 2400, New York, NY 10038

• Relevance: Broadview may be engaged to issue a surety bond on behalf of CRH in the proposed action.

• Conflicts Search Result: No current or prior representation of Broadview Surety Corp. was identified in the Firm's conflicts database. No conflict identified.

Pinnacle Forensics LLC

• Role: Forensic technology vendor to be engaged by CRH (through the Firm) to conduct forensic imaging and analysis of electronic devices, email accounts, cloud storage accounts, and other digital repositories belonging to or used by the departing employees during their tenure at CRH.

• Address: 8700 Georgia Avenue, Suite 300, Silver Spring, MD 20910

• Engagement Lead: Dr. Rajiv Anand

• Relevance: Pinnacle Forensics will be a key vendor in the matter, potentially retained under the Firm's direction and protected by the attorney work-product doctrine. Its independence and the absence of any conflicting engagements are therefore important considerations.

• Conflicts Search Result: No current or prior representation of Pinnacle Forensics LLC was identified in the Firm's conflicts database. Dr. Rajiv Anand was searched individually; no hits were returned. No conflict identified.

Aurelian Investigations Group Inc.

• Role: Private investigation firm to be engaged by CRH (through the Firm) to conduct factual investigations, including surveillance, background checks, and social media analysis, regarding the departing employees' activities following their departure from CRH and their onboarding at Verdana.

• Address: 1420 Fifth Avenue, Suite 2210, Seattle, WA 98101

• Lead Investigator: Sandra Fielding

• Relevance: Aurelian Investigations will be a key vendor in the matter and may be retained under the Firm's direction.

• Conflicts Search Result: No current or prior representation of Aurelian Investigations Group Inc. was identified in the Firm's conflicts database. Sandra Fielding was searched individually; no hits were returned. No conflict identified.

Veltrano Consulting Group LLC

• Role: Potential economic damages expert to be retained by CRH (through the Firm) to quantify the economic harm resulting from the departing employees' alleged breach of their restrictive covenants and the misappropriation of CRH's trade secrets.

• Address: 200 South Wacker Drive, Suite 3100, Chicago, IL 60606

• Lead Expert: Dr. Franklin Oberg

• Relevance: Veltrano Consulting may serve as a testifying expert in the proposed action. Its independence and the absence of any conflicting engagements are therefore important considerations.

• Conflicts Search Result: No current or prior representation of Veltrano Consulting Group LLC was identified in the Firm's conflicts database. Dr. Franklin Oberg was searched individually; no hits were returned. No conflict identified.

Capitol Registered Agents LLC

• Role: CRH's registered agent for service of process in the State of Delaware.

• Address: 1209 Orange Street, Wilmington, DE 19801

• Relevance: Identified for completeness; Capitol Registered Agents may receive service of any counterclaims or third-party process directed to CRH in connection with the proposed action.

• Conflicts Search Result: No current or prior representation of Capitol Registered Agents LLC was identified in the Firm's conflicts database. No conflict identified.

5. Nature of Proposed Representation and Potential Conflict Considerations

5.1 Scope of Representation

The proposed representation of CRH encompasses the following matters:

(a) Restrictive Covenant Enforcement. Enforcement of the non-competition, non-solicitation of employees, non-solicitation of vendors, and confidentiality obligations contained in the employment agreements of each of the eight departing employees identified in Section 3.1 above. Each employment agreement contains restrictive covenant provisions with a post-termination period of eighteen (18) months and a geographic scope coextensive with CRH's business operations. The non-competition provisions prohibit each departing employee from accepting employment with, or providing services to, any entity that competes with CRH in the omnichannel retail and ecommerce industry. The non-solicitation provisions prohibit each departing employee from soliciting or inducing any CRH employee, vendor, or supplier to terminate or modify their relationship with CRH.

(b) Trade Secret Misappropriation Claims. Claims under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), arising from the alleged misappropriation of CRH's trade secrets and confidential business information by the departing employees. CRH has identified the following categories of information as trade secrets: vendor pricing matrices, private label product development roadmaps, seasonal merchandise planning algorithms, category-level margin optimization strategies, customer segmentation data, and proprietary ecommerce merchandising analytics tools.

(c) Tortious Interference Claims. Claims against Verdana Commerce Group, Inc. for tortious interference with contractual relations (based on Verdana's alleged knowing inducement of the departing employees to breach their employment agreements) and tortious interference with prospective economic advantage (based on Verdana's alleged interference with CRH's vendor and supplier relationships).

(d) Civil Conspiracy Claims. Claims for civil conspiracy against all defendants, including the departing employees, Verdana, and potentially Greystone Capital Partners, LP, arising from the alleged coordinated and concerted scheme to strip CRH of its senior merchandising leadership and misappropriate its trade secrets.

(e) Emergency Litigation. The preparation and filing of an emergency verified complaint, motion for temporary restraining order, and motion for preliminary injunction in the Delaware Court of Chancery. CRH's General Counsel has indicated that the matter is extremely time-sensitive, as the departing employees are believed to have commenced employment with Verdana and may be actively utilizing CRH's trade secrets and proprietary information.

(f) Settlement Negotiation. Potential settlement negotiation with the individual defendants, Verdana, and Greystone, including the negotiation of interim consent orders, disgorgement of trade secret information, and prospective compliance mechanisms.

5.2 Governing Law

All eight employment agreements are governed by Delaware law. Each employment agreement contains a mandatory forum selection clause designating the Delaware Court of Chancery as the exclusive forum for the resolution of any disputes arising out of or relating to the agreement. Accordingly, the proposed action will be filed in the Delaware Court of Chancery.

5.3 Potential Conflict Considerations

The following potential conflict considerations were identified and analyzed as part of the conflicts clearance process:

Potential Issue — Multiple Adverse Parties. The proposed engagement involves adversity to eight individual defendants and two corporate entities (Verdana Commerce Group, Inc. and, potentially, Greystone Capital Partners, LP). As set forth in Sections 3.1 through 3.3 above, comprehensive conflicts searches were conducted on each of these ten potential adverse parties, and no conflicts were identified as to any of them. The Firm has no current or prior relationship with any individual defendant, Verdana, or Greystone that would give rise to a conflict of interest under Rule 1.7 or Rule 1.9 of the Delaware Lawyers' Rules of Professional Conduct (which govern Delaware Court of Chancery proceedings) or the corresponding provisions of the Rules of Professional Conduct applicable in the District of Columbia (where the engagement team is primarily based).

Potential Issue — PE Sponsor (Greystone). Greystone Capital Partners, LP and Greystone Capital Fund VII, LP have been identified as the private equity sponsor and majority equity holder, respectively, of Verdana Commerce Group, Inc. CRH's General Counsel has advised that CRH intends to send a cease-and-desist letter to Greystone in its capacity as Verdana's controlling equity holder, and that CRH may assert direct claims against Greystone depending on the development of the factual record. As set forth in Section 3.3 above, no current client relationship, prior representation, or other connection between the Firm and Greystone or any Greystone fund has been identified. No conflict of interest arises from the potential adversity to Greystone.

Potential Issue — Existing Representation of Keypoint National Bank, N.A. As noted in Section 4 above, the Firm currently represents Keypoint National Bank, N.A. in an unrelated regulatory compliance matter. Keypoint serves as the administrative agent under CRH's $750 million revolving credit facility. However, Keypoint is not an adverse party in the proposed representation; its role is limited to that of CRH's own lender. The existing representation of Keypoint is wholly unrelated to the subject matter of the proposed action, and no conflict of interest arises under Rule 1.7 of the applicable Rules of Professional Conduct. No consent or waiver is required.

Potential Issue — Public Company Client. CRH is publicly traded on the Nasdaq Stock Market under the ticker symbol CRHL. The proposed representation may implicate securities disclosure considerations, including the potential requirement for CRH to disclose the existence of material litigation in its periodic filings with the Securities and Exchange Commission (e.g., Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, and Annual Reports on Form 10-K). These disclosure obligations are the responsibility of CRH and its securities counsel and do not create a conflict of interest for the Firm. However, the engagement team should be aware that information relating to the proposed action may become publicly available through CRH's securities filings, and should coordinate with CRH's General Counsel regarding the timing and content of any such disclosures. No conflict of interest arises from CRH's publicly traded status.

6. Engagement Team — Individual Attorney Clearance

Each member of the proposed engagement team has been individually cleared through the Firm's conflicts procedures. Confirmation that no personal conflicts exist for any team member is set forth below:

Each attorney identified above has confirmed his or her clearance status through the Firm's standard individual attorney conflicts questionnaire, completed and submitted on February 18, 2025. Copies of the completed questionnaires are retained in the Firm's Conflicts and New Business Department files.

7. Conclusion and Clearance Determination

Determination. Based on a comprehensive search of the Calderwood & Harkness LLP conflicts database (IntegrityCheck) conducted on February 18, 2025, covering the proposed client (Cascade Retail Holdings Inc.), all identified adverse parties (Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, Kira Johansson, Verdana Commerce Group, Inc., Greystone Capital Partners, LP, and Greystone Capital Fund VII, LP), known and anticipated opposing counsel (Whitfield, Nygaard & Doyle LLP and Blackhall & Soren LLP), affiliated entities (Keypoint National Bank, N.A., Hargrove & Tillett CPA, PLLC, Northland Trust Company, Broadview Surety Corp., and Capitol Registered Agents LLC), and proposed third-party vendors and experts (Pinnacle Forensics LLC, Aurelian Investigations Group Inc., and Veltrano Consulting Group LLC), no conflicts of interest have been identified that would preclude the Firm from undertaking this representation.

The Firm's existing representation of Keypoint National Bank, N.A. in an unrelated regulatory matter does not give rise to a conflict, as Keypoint is not adverse to CRH in the proposed action and the two matters are entirely unrelated. No consent or waiver is required.

Clearance. The engagement is cleared to proceed. The matter has been opened under Matter Number 1038-00006. New client intake procedures should be completed for Cascade Retail Holdings Inc. in accordance with the Firm's standard policies, including execution of the engagement letter, completion of KYC due diligence, and establishment of billing arrangements.

Ongoing Obligation. The conflicts clearance set forth in this memorandum is based on the information available as of the date hereof. Should additional adverse parties, interested persons, witnesses, counsel, experts, or other relevant individuals or entities be identified as the matter progresses — including, without limitation, additional Verdana affiliates or subsidiaries, Greystone portfolio companies, newly retained experts or consultants, co-defendants, cross-claimants, or intervenors — supplemental conflicts checks must be conducted promptly and the results documented in a supplemental memorandum to be filed in the matter file. Members of the engagement team are individually responsible for promptly reporting any potential conflicts that come to their attention during the course of the representation.

8. Approval and Sign-Off

The undersigned hereby confirm that the conflicts check documented in this memorandum has been reviewed and that the engagement is approved to proceed.

RESPONSIBLE PARTNER APPROVAL

________________________________________

Bernard Crawford Partner, Labor & Employment Calderwood & Harkness LLP — Washington, DC Office

Date: ________

CONFLICTS COMMITTEE APPROVAL

________________________________________

Nadine T. Wexler Chair, Conflicts and New Business Committee Calderwood & Harkness LLP — New York Office

Date: ________

DOCUMENT RETENTION NOTICE: The original of this memorandum is to be retained in the matter file for Matter Number 1038-00006. A copy of this memorandum shall be provided to the Firm's Conflicts and New Business Department for retention in the central conflicts clearance records. Electronic copies shall be maintained in the Firm's document management system in accordance with the Firm's Records Retention Policy (Policy No. SC-ADM-2019-017, as amended). This memorandum is protected by the attorney-client privilege and the attorney work-product doctrine, and is not to be disclosed to any person outside the Firm without the express written authorization of the Responsible Partner.

Prepared by: Devon Archer, Associate, Labor & Employment, Washington, DC Office Date of Preparation: February 18, 2025 Conflicts Database Searched: IntegrityCheck v.12.4 (search timestamp: 02/18/2025 09:14:22 EST)

Field	Detail
Full Legal Name	Cascade Retail Holdings Inc.
Short Name / Ticker	CRH / CRHL (Nasdaq)
Entity Type	Delaware corporation; publicly traded
Employer Identification Number (EIN)	91-2847351
Headquarters	2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119
Registered Agent (Delaware)	Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, DE 19801
Primary In-House Contact	Theresa Yun-Park, General Counsel
Chief Executive Officer	Marcus Langford
Chief People Officer	Roland Ashby
Industry	Omnichannel retail and ecommerce
Operational Footprint	387 brick-and-mortar locations across 34 states
Annual Revenue (FY2024)	$6.82 billion
Approximate Market Capitalization	$4.1 billion (as of February 2025)
Field	Detail
Full Legal Name	Verdana Commerce Group, Inc.
Short Name	Verdana, VCG
Entity Type	Delaware corporation; privately held (PE-backed)
Employer Identification Number (EIN)	51-3982647
Headquarters	400 Christiana Gateway, Suite 700, Wilmington, DE 19801
Chief Executive Officer	Warren Dietrich
General Counsel	Helen Tsoi
Industry	Omnichannel retail and ecommerce (home goods, apparel, seasonal décor)
Estimated Annual Revenue (FY2024)	Approximately $1.9 billion
PE Sponsor	Greystone Capital Partners, LP (majority stake acquired Q3 2023 for $2.4 billion enterprise value)

Attorney	Role	Office	Billing Rate	Clearance Status
Bernard Crawford	Responsible Partner, Labor & Employment	Washington, DC (1900 K Street NW, Suite 1200)	$1,350/hr	Cleared. No personal conflicts identified. No prior representation of any adverse party. No personal, familial, or financial relationship with any adverse party, opposing counsel, or witness.
Renata Vasquez	Billing Partner, Labor & Employment	Los Angeles (601 South Figueroa Street, Suite 4200, Los Angeles, CA 90017)	$1,275/hr	Cleared. No personal conflicts identified. No prior representation of any adverse party. No personal, familial, or financial relationship with any adverse party, opposing counsel, or witness.
James Underwood	Lead Associate, Labor & Employment	Washington, DC	$785/hr	Cleared. No personal conflicts identified. No prior representation of any adverse party. No personal, familial, or financial relationship with any adverse party, opposing counsel, or witness.
Devon Archer	Working Associate, Labor & Employment	Washington, DC	$625/hr	Cleared. No personal conflicts identified. Author of this memorandum; self-cleared in accordance with Firm policy. No prior representation of any adverse party. No personal, familial, or financial relationship with any adverse party, opposing counsel, or witness.

CALDERWOOD & HARKNESS LLP
Attorneys at Law
1900 K Street NW, Suite 1200, Washington, DC 20006 Telephone: (202) 555-7400 | Facsimile: (202) 555-7401
INTERNAL MEMORANDUM PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
February 18, 2025
TO: Bernard Crawford, Responsible Partner, Labor & Employment (DC Office)
FROM: Devon Archer, Associate, Labor & Employment (DC Office)
RE: Conflicts Clearance — Proposed Representation of Cascade Retail Holdings Inc. in Restrictive Covenant Enforcement and Related Claims Against the Rathore Group, Verdana Commerce Group, Inc., and Greystone Capital Partners, LP
MATTER NUMBER: 1038-00006
1. Purpose of Memorandum
This memorandum documents the results of the comprehensive conflicts check conducted by the undersigned in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Cascade Retail Holdings Inc. ("CRH") (Nasdaq: CRHL) to represent CRH in the enforcement of restrictive covenant provisions contained in the employment agreements of eight departing employees, the protection of CRH's trade secrets and proprietary business information, and related claims arising from the coordinated departure of a senior merchandising team and their subsequent employment by a direct competitor. The proposed representation is expected to involve emergency litigation in the Delaware Court of Chancery, including applications for a temporary restraining order and preliminary injunction, as well as claims for trade secret misappropriation, tortious interference with contractual relations, and civil conspiracy.
This memorandum identifies all adverse parties, known and anticipated opposing counsel, affiliated entities, and related third parties that were checked against the Firm's conflicts database (the "IntegrityCheck" system), and sets forth the results of those searches. In addition, this memorandum confirms that each member of the proposed engagement team has been individually cleared and that no personal conflicts of interest exist that would preclude any team member's participation in the matter.
Based on the analysis set forth below, this memorandum confirms that the engagement is cleared to proceed, subject to the ongoing obligation to conduct supplemental conflicts checks as additional parties, counsel, or interested persons are identified during the course of the representation.
2. Proposed Client
The following information was used to identify the proposed client in the Firm's conflicts database and to conduct related entity searches:
Existing C&H Relationship: A search of the Firm's client records and historical matter database confirms that Cascade Retail Holdings Inc. is a new client of Calderwood & Harkness LLP. The Firm has not previously represented CRH, any predecessor entity of CRH, or any direct subsidiary of CRH in any matter, whether active or closed. No prior engagement letters, billing records, or intake memoranda referencing CRH or its known affiliates were identified. The proposed engagement will therefore require completion of the Firm's new client intake procedures, including Know Your Client ("KYC") due diligence, anti-money laundering screening, and execution of the Firm's standard engagement letter.
3. Adverse Parties Searched
The following individuals and entities have been identified as adverse or potentially adverse parties in the proposed representation. Each was searched in the Firm's IntegrityCheck conflicts database using full legal names, known aliases, known prior names, associated entity names, employer identification numbers (where available), and residential or principal office addresses. The searches were conducted on February 18, 2025. The results for each party are set forth below.
3.1 Individual Defendants — Departing Employees (the "Rathore Group")
Eight former CRH employees have been identified as individual defendants in the proposed action. These individuals, referred to collectively as the "Rathore Group," departed CRH within a compressed timeframe beginning in late January 2025 and continuing through early February 2025, in what CRH's General Counsel has described as a coordinated and orchestrated mass departure targeting CRH's core merchandising leadership. Each individual was searched against the Firm's conflicts database. The identifying details and search results for each are as follows:
1. Priya Rathore
•  Former Position at CRH: Senior Vice President, Merchandising
•  Tenure at CRH: June 3, 2019 through February 7, 2025 (approximately 5 years, 8 months)
•  Residence: 14 Harbor Ridge Lane, Bellevue, WA 98004
•  Current Position: President, Merchandising & Strategy, Verdana Commerce Group, Inc. (start date reported as February 10, 2025)
•  Relevant Agreements: Employment Agreement dated June 3, 2019 (as amended May 12, 2022), containing non-competition, non-solicitation of employees, non-solicitation of vendors, and confidentiality provisions; Proprietary Information and Inventions Assignment Agreement dated June 3, 2019
•  Role in Proposed Action: Lead individual defendant; believed to have orchestrated the coordinated departure of the remaining seven individuals
•  Conflicts Search Result: No current or prior representation of Priya Rathore identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.
2. Derek Linden
•  Former Position at CRH: Vice President, Hardlines Merchandising
•  Tenure at CRH: Approximately 7 years (joined approximately March 2018; departed January 31, 2025)
•  Residence: Searched by name and known geographic area (greater Seattle metropolitan area)
•  Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed
•  Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement
•  Conflicts Search Result: No current or prior representation of Derek Linden identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.
3. Sonia Kaczmarek
•  Former Position at CRH: Vice President, Softlines Merchandising
•  Tenure at CRH: Approximately 5 years (joined approximately February 2020; departed February 3, 2025)
•  Residence: Searched by name and known geographic area (greater Seattle metropolitan area)
•  Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed
•  Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement
•  Conflicts Search Result: No current or prior representation of Sonia Kaczmarek identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.
4. Amara Osei
•  Former Position at CRH: Director, Private Label Strategy
•  Tenure at CRH: Approximately 4 years (joined approximately January 2021; departed February 5, 2025)
•  Residence: Searched by name and known geographic area (greater Seattle metropolitan area)
•  Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed
•  Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement
•  Conflicts Search Result: No current or prior representation of Amara Osei identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.
5. Brent Halvorsen
•  Former Position at CRH: Director, Seasonal Planning & Analytics
•  Tenure at CRH: Approximately 6 years (joined approximately March 2019; departed February 4, 2025)
•  Residence: Searched by name and known geographic area (greater Seattle metropolitan area)
•  Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed
•  Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement
•  Conflicts Search Result: No current or prior representation of Brent Halvorsen identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.
6. Lucia Fernandez-Gill
•  Former Position at CRH: Director, Vendor Relations (Domestic)
•  Tenure at CRH: Approximately 5 years (joined approximately April 2020; departed February 6, 2025)
•  Residence: Searched by name and known geographic area (greater Seattle metropolitan area)
•  Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed
•  Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement
•  Conflicts Search Result: No current or prior representation of Lucia Fernandez-Gill identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified. Name also searched under alternative hyphenation and spelling variants ("Fernandez Gill," "Fernandez-Gil"); no hits.
7. Nathan Tsao
•  Former Position at CRH: Senior Manager, eCommerce Merchandising
•  Tenure at CRH: Approximately 3 years (joined approximately March 2022; departed January 30, 2025)
•  Residence: Searched by name and known geographic area (greater Seattle metropolitan area)
•  Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed
•  Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement
•  Conflicts Search Result: No current or prior representation of Nathan Tsao identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.
8. Kira Johansson
•  Former Position at CRH: Senior Manager, Category Analytics
•  Tenure at CRH: Approximately 4 years (joined approximately May 2021; departed February 7, 2025)
•  Residence: Searched by name and known geographic area (greater Seattle metropolitan area)
•  Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed
•  Relevant Agreements: Employment Agreement containing substantially similar restrictive covenant provisions; Proprietary Information and Inventions Assignment Agreement
•  Conflicts Search Result: No current or prior representation of Kira Johansson identified in the Firm's conflicts database. No personal or family connections to any C&H attorney or staff member identified.
Summary — Individual Defendants: A comprehensive search of the Firm's conflicts database has been completed for all eight individual defendants identified above. No current or prior representations of any of the eight individuals were identified. No personal or family connections between any of the eight individuals and any C&H attorney or staff member were identified. No conflicts of interest exist with respect to any individual defendant.
3.2 Verdana Commerce Group, Inc.
The following information was used to search the proposed corporate adverse party in the Firm's conflicts database:
Verdana Commerce Group, Inc. is the primary corporate adverse party in the proposed action. CRH alleges that Verdana, acting through its CEO Warren Dietrich and other senior personnel, conspired with Priya Rathore to orchestrate the coordinated departure of the Rathore Group from CRH and to misappropriate CRH's trade secrets and proprietary information in connection with Verdana's aggressive expansion into product categories in which CRH is a dominant market participant. CRH intends to assert claims against Verdana for tortious interference with contractual relations, tortious interference with prospective economic advantage, civil conspiracy, and aiding and abetting trade secret misappropriation.
Conflicts Search Result: No current or prior representations of Verdana Commerce Group, Inc. were identified in the Firm's conflicts database. No matters adverse to Verdana were identified in which C&H represented a party on any side of the dispute. The search was also conducted under Verdana's prior company names and known "doing business as" names, including "Verdana Home & Décor, Inc." (a former operating name) and "VCG Retail Holdings, Inc." (a former corporate name used prior to the Greystone acquisition); no hits were returned under any of these names. A search for Warren Dietrich and Helen Tsoi individually also returned no hits. No conflict of interest exists with respect to Verdana Commerce Group, Inc.
3.3 Greystone Capital Partners, LP and Greystone Capital Fund VII, LP
The following entities were identified as the private equity sponsor of Verdana and were accordingly searched in the Firm's conflicts database:
Greystone Capital Partners, LP
•  Entity Type: Delaware limited partnership
•  Principal Office: 680 Park Avenue, 22nd Floor, New York, NY 10065
•  Managing Partner: Elliot Westbrook
•  Description: Private equity firm focused on consumer, retail, and technology investments; manages multiple funds with aggregate committed capital in excess of $30 billion across fund vintages
Greystone Capital Fund VII, LP
•  Entity Type: Delaware limited partnership
•  Vintage: 2022
•  Committed Capital: $8.5 billion
•  Role: Majority equity holder of Verdana Commerce Group, Inc., having acquired its majority stake in Q3 2023 at an enterprise value of $2.4 billion
Greystone is identified as a potentially adverse party because CRH anticipates sending a cease-and-desist letter to Greystone in its capacity as the controlling equity holder and PE sponsor of Verdana. Depending on the development of the factual record, CRH may seek to assert direct claims against Greystone, including claims for civil conspiracy and aiding and abetting, if evidence reveals that Greystone directed or funded the recruitment campaign targeting CRH's merchandising team.
Conflicts Search Result: No current or prior representations of Greystone Capital Partners, LP, Greystone Capital Fund VII, LP, or any other Greystone-affiliated fund entity were identified in the Firm's conflicts database. The search was conducted under the following names and variants: "Greystone Capital Partners," "Greystone Capital," "Greystone Fund VII," "Greystone Capital Fund," and "GCP." A search was also run on Elliot Westbrook individually; no hits were returned. In addition, the Firm's database was searched to determine whether C&H currently represents or has previously represented any known portfolio company of Greystone Capital Partners, LP or Greystone Capital Fund VII, LP. No portfolio company representations were identified. No conflict of interest exists with respect to Greystone Capital Partners, LP or Greystone Capital Fund VII, LP.
3.4 Known and Anticipated Opposing Counsel
The following law firms have been identified as known or anticipated counsel for the adverse parties. Each was searched in the Firm's conflicts database to identify any concurrent representations, co-counsel relationships, or other potential issues.
Whitfield, Nygaard & Doyle LLP ("WND")
•  Address: 1000 North Market Street, Suite 1500, Wilmington, DE 19801
•  Role: Anticipated defense counsel to the individual defendants (the Rathore Group)
•  Lead Partner: Catherine Nygaard
•  Associate: Travis Beaumont
•  Basis for Identification: CRH's General Counsel, Theresa Yun-Park, has advised that counsel for Priya Rathore contacted CRH's in-house employment counsel on February 14, 2025, identifying herself as Catherine Nygaard of Whitfield, Nygaard & Doyle LLP and stating that WND represents all eight departing employees in connection with any claims arising from their departures from CRH.
Conflicts Search Result: No current or prior adverse representation involving Whitfield, Nygaard & Doyle LLP was identified in the Firm's conflicts database. No current co-counsel relationships with WND on any active matter were identified. A search of Firm personnel records confirms that no C&H attorney currently employed by the Firm is a former member, partner, of counsel, or associate of WND. Catherine Nygaard and Travis Beaumont were searched individually; no hits were returned. No conflict of interest or other issue exists with respect to WND.
Blackhall & Soren LLP ("Blackhall")
•  Address: 300 Delaware Avenue, Suite 900, Wilmington, DE 19801
•  Role: Anticipated defense counsel to Verdana Commerce Group, Inc.
•  Lead Partner: Gavin Blackhall
•  Senior Associate: Meredith Lau
•  Basis for Identification: CRH's General Counsel has advised that Helen Tsoi, General Counsel of Verdana, indicated in a telephone conversation on February 15, 2025, that Verdana has retained Blackhall & Soren LLP to represent it in connection with any claims that CRH may bring relating to the departing employees.
Conflicts Search Result: No current or prior adverse representation involving Blackhall & Soren LLP was identified in the Firm's conflicts database. No current co-counsel relationships with Blackhall on any active matter were identified. A search of Firm personnel records confirms that no C&H attorney currently employed by the Firm is a former member, partner, of counsel, or associate of Blackhall & Soren LLP. Gavin Blackhall and Meredith Lau were searched individually; no hits were returned. No conflict of interest or other issue exists with respect to Blackhall & Soren LLP.
4. Affiliated Entities and Related Parties Searched
In addition to the primary parties and opposing counsel identified in Section 3, the following affiliated entities and related third parties were searched in the Firm's conflicts database to ensure that no conflicts or potential complications exist arising from the Firm's relationships with entities that may be involved in, affected by, or engaged in connection with the proposed representation. The results for each are set forth below.
Keypoint National Bank, N.A.
•  Role: CRH's administrative agent under its $750 million senior secured revolving credit facility (the "Credit Facility"), dated as of September 15, 2021, as amended
•  Address: 1111 Second Avenue, Seattle, WA 98101
•  Relevance: The Credit Facility may contain provisions requiring CRH to notify the administrative agent of material litigation. The commencement of the proposed action, particularly if it involves claims against a PE-backed competitor and emergency injunctive relief, may trigger such notification obligations. In addition, CRH's General Counsel has indicated that CRH may need to draw on the Credit Facility to fund litigation costs.
•  Conflicts Search Result: The Firm currently represents Keypoint National Bank, N.A. in an unrelated regulatory compliance matter in the Firm's Financial Institutions Practice Group (Matter No. 1038-00006, Responsible Partner: Amanda Choi, Financial Institutions, New York Office). That representation involves the bank's response to an OCC examination and is wholly unrelated to the CRH credit facility, the proposed action, or any of the parties identified in this memorandum. Keypoint is not an adverse party in the proposed representation; rather, it is CRH's own lender. The existing representation of Keypoint does not create a conflict of interest under the applicable Rules of Professional Conduct because (i) the matters are entirely unrelated, (ii) Keypoint is not adverse to CRH in the proposed representation, and (iii) the proposed representation does not involve any claims by or against Keypoint. No conflict arising from potential lender notification obligations in this matter has been identified. No further action is required.
Hargrove & Tillett CPA, PLLC
•  Role: CRH's outside auditors
•  Address: 999 Third Avenue, Suite 4400, Seattle, WA 98104
•  Lead Audit Partner: Denise Wheatley
•  Relevance: CRH's auditors may be consulted regarding the valuation of trade secrets and proprietary information at issue in the proposed action, and may be involved in preparing financial information relevant to damages calculations.
•  Conflicts Search Result: No current or prior representation of Hargrove & Tillett CPA, PLLC was identified in the Firm's conflicts database. No conflict identified.
Northland Trust Company
•  Role: CRH's transfer agent for its publicly traded common stock
•  Address: 55 Water Street, New York, NY 10041
•  Relevance: Peripheral involvement only; identified for completeness given CRH's publicly traded status and the potential for securities disclosure obligations arising from the proposed litigation.
•  Conflicts Search Result: No current or prior representation of Northland Trust Company was identified in the Firm's conflicts database. No conflict identified.
Broadview Surety Corp.
•  Role: Potential surety and bond provider in connection with the emergency injunctive relief proceedings; CRH's General Counsel has indicated that CRH may be required to post a bond in connection with any TRO or preliminary injunction obtained in the Delaware Court of Chancery.
•  Address: 175 Water Street, Suite 2400, New York, NY 10038
•  Relevance: Broadview may be engaged to issue a surety bond on behalf of CRH in the proposed action.
•  Conflicts Search Result: No current or prior representation of Broadview Surety Corp. was identified in the Firm's conflicts database. No conflict identified.
Pinnacle Forensics LLC
•  Role: Forensic technology vendor to be engaged by CRH (through the Firm) to conduct forensic imaging and analysis of electronic devices, email accounts, cloud storage accounts, and other digital repositories belonging to or used by the departing employees during their tenure at CRH.
•  Address: 8700 Georgia Avenue, Suite 300, Silver Spring, MD 20910
•  Engagement Lead: Dr. Rajiv Anand
•  Relevance: Pinnacle Forensics will be a key vendor in the matter, potentially retained under the Firm's direction and protected by the attorney work-product doctrine. Its independence and the absence of any conflicting engagements are therefore important considerations.
•  Conflicts Search Result: No current or prior representation of Pinnacle Forensics LLC was identified in the Firm's conflicts database. Dr. Rajiv Anand was searched individually; no hits were returned. No conflict identified.
Aurelian Investigations Group Inc.
•  Role: Private investigation firm to be engaged by CRH (through the Firm) to conduct factual investigations, including surveillance, background checks, and social media analysis, regarding the departing employees' activities following their departure from CRH and their onboarding at Verdana.
•  Address: 1420 Fifth Avenue, Suite 2210, Seattle, WA 98101
•  Lead Investigator: Sandra Fielding
•  Relevance: Aurelian Investigations will be a key vendor in the matter and may be retained under the Firm's direction.
•  Conflicts Search Result: No current or prior representation of Aurelian Investigations Group Inc. was identified in the Firm's conflicts database. Sandra Fielding was searched individually; no hits were returned. No conflict identified.
Veltrano Consulting Group LLC
•  Role: Potential economic damages expert to be retained by CRH (through the Firm) to quantify the economic harm resulting from the departing employees' alleged breach of their restrictive covenants and the misappropriation of CRH's trade secrets.
•  Address: 200 South Wacker Drive, Suite 3100, Chicago, IL 60606
•  Lead Expert: Dr. Franklin Oberg
•  Relevance: Veltrano Consulting may serve as a testifying expert in the proposed action. Its independence and the absence of any conflicting engagements are therefore important considerations.
•  Conflicts Search Result: No current or prior representation of Veltrano Consulting Group LLC was identified in the Firm's conflicts database. Dr. Franklin Oberg was searched individually; no hits were returned. No conflict identified.
Capitol Registered Agents LLC
•  Role: CRH's registered agent for service of process in the State of Delaware.
•  Address: 1209 Orange Street, Wilmington, DE 19801
•  Relevance: Identified for completeness; Capitol Registered Agents may receive service of any counterclaims or third-party process directed to CRH in connection with the proposed action.
•  Conflicts Search Result: No current or prior representation of Capitol Registered Agents LLC was identified in the Firm's conflicts database. No conflict identified.
5. Nature of Proposed Representation and Potential Conflict Considerations
5.1 Scope of Representation
The proposed representation of CRH encompasses the following matters:
(a) Restrictive Covenant Enforcement. Enforcement of the non-competition, non-solicitation of employees, non-solicitation of vendors, and confidentiality obligations contained in the employment agreements of each of the eight departing employees identified in Section 3.1 above. Each employment agreement contains restrictive covenant provisions with a post-termination period of eighteen (18) months and a geographic scope coextensive with CRH's business operations. The non-competition provisions prohibit each departing employee from accepting employment with, or providing services to, any entity that competes with CRH in the omnichannel retail and ecommerce industry. The non-solicitation provisions prohibit each departing employee from soliciting or inducing any CRH employee, vendor, or supplier to terminate or modify their relationship with CRH.
(b) Trade Secret Misappropriation Claims. Claims under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), arising from the alleged misappropriation of CRH's trade secrets and confidential business information by the departing employees. CRH has identified the following categories of information as trade secrets: vendor pricing matrices, private label product development roadmaps, seasonal merchandise planning algorithms, category-level margin optimization strategies, customer segmentation data, and proprietary ecommerce merchandising analytics tools.
(c) Tortious Interference Claims. Claims against Verdana Commerce Group, Inc. for tortious interference with contractual relations (based on Verdana's alleged knowing inducement of the departing employees to breach their employment agreements) and tortious interference with prospective economic advantage (based on Verdana's alleged interference with CRH's vendor and supplier relationships).
(d) Civil Conspiracy Claims. Claims for civil conspiracy against all defendants, including the departing employees, Verdana, and potentially Greystone Capital Partners, LP, arising from the alleged coordinated and concerted scheme to strip CRH of its senior merchandising leadership and misappropriate its trade secrets.
(e) Emergency Litigation. The preparation and filing of an emergency verified complaint, motion for temporary restraining order, and motion for preliminary injunction in the Delaware Court of Chancery. CRH's General Counsel has indicated that the matter is extremely time-sensitive, as the departing employees are believed to have commenced employment with Verdana and may be actively utilizing CRH's trade secrets and proprietary information.
(f) Settlement Negotiation. Potential settlement negotiation with the individual defendants, Verdana, and Greystone, including the negotiation of interim consent orders, disgorgement of trade secret information, and prospective compliance mechanisms.
5.2 Governing Law
All eight employment agreements are governed by Delaware law. Each employment agreement contains a mandatory forum selection clause designating the Delaware Court of Chancery as the exclusive forum for the resolution of any disputes arising out of or relating to the agreement. Accordingly, the proposed action will be filed in the Delaware Court of Chancery.
5.3 Potential Conflict Considerations
The following potential conflict considerations were identified and analyzed as part of the conflicts clearance process:
Potential Issue — Multiple Adverse Parties. The proposed engagement involves adversity to eight individual defendants and two corporate entities (Verdana Commerce Group, Inc. and, potentially, Greystone Capital Partners, LP). As set forth in Sections 3.1 through 3.3 above, comprehensive conflicts searches were conducted on each of these ten potential adverse parties, and no conflicts were identified as to any of them. The Firm has no current or prior relationship with any individual defendant, Verdana, or Greystone that would give rise to a conflict of interest under Rule 1.7 or Rule 1.9 of the Delaware Lawyers' Rules of Professional Conduct (which govern Delaware Court of Chancery proceedings) or the corresponding provisions of the Rules of Professional Conduct applicable in the District of Columbia (where the engagement team is primarily based).
Potential Issue — PE Sponsor (Greystone). Greystone Capital Partners, LP and Greystone Capital Fund VII, LP have been identified as the private equity sponsor and majority equity holder, respectively, of Verdana Commerce Group, Inc. CRH's General Counsel has advised that CRH intends to send a cease-and-desist letter to Greystone in its capacity as Verdana's controlling equity holder, and that CRH may assert direct claims against Greystone depending on the development of the factual record. As set forth in Section 3.3 above, no current client relationship, prior representation, or other connection between the Firm and Greystone or any Greystone fund has been identified. No conflict of interest arises from the potential adversity to Greystone.
Potential Issue — Existing Representation of Keypoint National Bank, N.A. As noted in Section 4 above, the Firm currently represents Keypoint National Bank, N.A. in an unrelated regulatory compliance matter. Keypoint serves as the administrative agent under CRH's $750 million revolving credit facility. However, Keypoint is not an adverse party in the proposed representation; its role is limited to that of CRH's own lender. The existing representation of Keypoint is wholly unrelated to the subject matter of the proposed action, and no conflict of interest arises under Rule 1.7 of the applicable Rules of Professional Conduct. No consent or waiver is required.
Potential Issue — Public Company Client. CRH is publicly traded on the Nasdaq Stock Market under the ticker symbol CRHL. The proposed representation may implicate securities disclosure considerations, including the potential requirement for CRH to disclose the existence of material litigation in its periodic filings with the Securities and Exchange Commission (e.g., Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, and Annual Reports on Form 10-K). These disclosure obligations are the responsibility of CRH and its securities counsel and do not create a conflict of interest for the Firm. However, the engagement team should be aware that information relating to the proposed action may become publicly available through CRH's securities filings, and should coordinate with CRH's General Counsel regarding the timing and content of any such disclosures. No conflict of interest arises from CRH's publicly traded status.
6. Engagement Team — Individual Attorney Clearance
Each member of the proposed engagement team has been individually cleared through the Firm's conflicts procedures. Confirmation that no personal conflicts exist for any team member is set forth below:
Each attorney identified above has confirmed his or her clearance status through the Firm's standard individual attorney conflicts questionnaire, completed and submitted on February 18, 2025. Copies of the completed questionnaires are retained in the Firm's Conflicts and New Business Department files.
7. Conclusion and Clearance Determination
Determination. Based on a comprehensive search of the Calderwood & Harkness LLP conflicts database (IntegrityCheck) conducted on February 18, 2025, covering the proposed client (Cascade Retail Holdings Inc.), all identified adverse parties (Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, Kira Johansson, Verdana Commerce Group, Inc., Greystone Capital Partners, LP, and Greystone Capital Fund VII, LP), known and anticipated opposing counsel (Whitfield, Nygaard & Doyle LLP and Blackhall & Soren LLP), affiliated entities (Keypoint National Bank, N.A., Hargrove & Tillett CPA, PLLC, Northland Trust Company, Broadview Surety Corp., and Capitol Registered Agents LLC), and proposed third-party vendors and experts (Pinnacle Forensics LLC, Aurelian Investigations Group Inc., and Veltrano Consulting Group LLC), no conflicts of interest have been identified that would preclude the Firm from undertaking this representation.
The Firm's existing representation of Keypoint National Bank, N.A. in an unrelated regulatory matter does not give rise to a conflict, as Keypoint is not adverse to CRH in the proposed action and the two matters are entirely unrelated. No consent or waiver is required.
Clearance. The engagement is cleared to proceed. The matter has been opened under Matter Number 1038-00006. New client intake procedures should be completed for Cascade Retail Holdings Inc. in accordance with the Firm's standard policies, including execution of the engagement letter, completion of KYC due diligence, and establishment of billing arrangements.
Ongoing Obligation. The conflicts clearance set forth in this memorandum is based on the information available as of the date hereof. Should additional adverse parties, interested persons, witnesses, counsel, experts, or other relevant individuals or entities be identified as the matter progresses — including, without limitation, additional Verdana affiliates or subsidiaries, Greystone portfolio companies, newly retained experts or consultants, co-defendants, cross-claimants, or intervenors — supplemental conflicts checks must be conducted promptly and the results documented in a supplemental memorandum to be filed in the matter file. Members of the engagement team are individually responsible for promptly reporting any potential conflicts that come to their attention during the course of the representation.
8. Approval and Sign-Off
The undersigned hereby confirm that the conflicts check documented in this memorandum has been reviewed and that the engagement is approved to proceed.
RESPONSIBLE PARTNER APPROVAL
________________________________________
Bernard Crawford Partner, Labor & Employment Calderwood & Harkness LLP — Washington, DC Office
Date: ________
CONFLICTS COMMITTEE APPROVAL
________________________________________
Nadine T. Wexler Chair, Conflicts and New Business Committee Calderwood & Harkness LLP — New York Office
Date: ________
DOCUMENT RETENTION NOTICE: The original of this memorandum is to be retained in the matter file for Matter Number 1038-00006. A copy of this memorandum shall be provided to the Firm's Conflicts and New Business Department for retention in the central conflicts clearance records. Electronic copies shall be maintained in the Firm's document management system in accordance with the Firm's Records Retention Policy (Policy No. SC-ADM-2019-017, as amended). This memorandum is protected by the attorney-client privilege and the attorney work-product doctrine, and is not to be disclosed to any person outside the Firm without the express written authorization of the Responsible Partner.
Prepared by: Devon Archer, Associate, Labor & Employment, Washington, DC Office Date of Preparation: February 18, 2025 Conflicts Database Searched: IntegrityCheck v.12.4 (search timestamp: 02/18/2025 09:14:22 EST)
Field | Detail
Full Legal Name | Cascade Retail Holdings Inc.
Short Name / Ticker | CRH / CRHL (Nasdaq)
Entity Type | Delaware corporation; publicly traded
Employer Identification Number (EIN) | 91-2847351
Headquarters | 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119
Registered Agent (Delaware) | Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, DE 19801
Primary In-House Contact | Theresa Yun-Park, General Counsel
Chief Executive Officer | Marcus Langford
Chief People Officer | Roland Ashby
Industry | Omnichannel retail and ecommerce
Operational Footprint | 387 brick-and-mortar locations across 34 states
Annual Revenue (FY2024) | $6.82 billion
Approximate Market Capitalization | $4.1 billion (as of February 2025)
Field | Detail
Full Legal Name | Verdana Commerce Group, Inc.
Short Name | Verdana, VCG
Entity Type | Delaware corporation; privately held (PE-backed)
Employer Identification Number (EIN) | 51-3982647
Headquarters | 400 Christiana Gateway, Suite 700, Wilmington, DE 19801
Chief Executive Officer | Warren Dietrich
General Counsel | Helen Tsoi
Industry | Omnichannel retail and ecommerce (home goods, apparel, seasonal décor)
Estimated Annual Revenue (FY2024) | Approximately $1.9 billion
PE Sponsor | Greystone Capital Partners, LP (majority stake acquired Q3 2023 for $2.4 billion enterprise value)
Attorney | Role | Office | Billing Rate | Clearance Status
Bernard Crawford | Responsible Partner, Labor & Employment | Washington, DC (1900 K Street NW, Suite 1200) | $1,350/hr | Cleared. No personal conflicts identified. No prior representation of any adverse party. No personal, familial, or financial relationship with any adverse party, opposing counsel, or witness.
Renata Vasquez | Billing Partner, Labor & Employment | Los Angeles (601 South Figueroa Street, Suite 4200, Los Angeles, CA 90017) | $1,275/hr | Cleared. No personal conflicts identified. No prior representation of any adverse party. No personal, familial, or financial relationship with any adverse party, opposing counsel, or witness.
James Underwood | Lead Associate, Labor & Employment | Washington, DC | $785/hr | Cleared. No personal conflicts identified. No prior representation of any adverse party. No personal, familial, or financial relationship with any adverse party, opposing counsel, or witness.
Devon Archer | Working Associate, Labor & Employment | Washington, DC | $625/hr | Cleared. No personal conflicts identified. Author of this memorandum; self-cleared in accordance with Firm policy. No prior representation of any adverse party. No personal, familial, or financial relationship with any adverse party, opposing counsel, or witness.

CALDERWOOD & HARKNESS LLP

MATTER NUMBER: 1038-00006

RESPONSIBLE PARTNER APPROVAL

CONFLICTS COMMITTEE APPROVAL

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