1038-00006 · Calderwood & Harkness LLP · Pre-Litigation Correspondence

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CALDERWOOD & HARKNESS LLP

Attorneys at Law

1301 K Street NW, Suite 1200 Washington, DC 20005

Telephone: (202) 555-7800 Facsimile: (202) 555-7801

www.calderwoodharkness.com

February 25, 2025

VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED AND EMAIL

Derek Linden (Address set forth in Annex A-1)

Sonia Kaczmarek (Address set forth in Annex A-2)

Amara Osei (Address set forth in Annex A-3)

Brent Halvorsen (Address set forth in Annex A-4)

Lucia Fernandez-Gill (Address set forth in Annex A-5)

Nathan Tsao (Address set forth in Annex A-6)

Kira Johansson (Address set forth in Annex A-7)

Re: Breach of Employment Agreement with Cascade Retail Holdings Inc. — Demand for Immediate Compliance with Restrictive Covenant Obligations

Matter No.: 1038-00006

Dear Mr. Linden / Ms. Kaczmarek / Ms. Osei / Mr. Halvorsen / Ms. Fernandez-Gill / Mr. Tsao / Ms. Johansson:

I. Identification of Counsel and Client

This firm represents Cascade Retail Holdings Inc. ("CRH" or "Cascade"), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119. Cascade is a publicly traded company whose common stock is listed on the Nasdaq Stock Market under the ticker symbol "CRHL." As of the date of this letter, CRH operates more than 380 retail locations across the continental United States, maintains a rapidly growing direct-to-consumer eCommerce platform, and employs approximately 27,000 full-time associates.

We write to you at the direction and on behalf of CRH's General Counsel, Theresa Yun-Park, and with the knowledge and authorization of CRH's Chief People Officer, Roland Ashby. This letter is being sent simultaneously to each of the seven individuals identified in the addressee block above, each of whom is a former senior employee of CRH's merchandising division. Each addressee is receiving a copy of this letter together with an individualized Annex setting forth the specific restrictive covenant terms applicable to that individual. You should refer to the Annex attached to your copy for the particular terms that govern your obligations.

The purpose of this letter is to demand your immediate compliance with the restrictive covenant obligations set forth in your Employment Agreement with CRH, to inform you that CRH has determined that you are in breach of those obligations, and to set forth the consequences of your continued non-compliance.

II. Background — Employment Relationship and Covenant Obligations

During the course of your employment with CRH, you entered into an Employment Agreement (the "Employment Agreement") with CRH on the date set forth in the Annex attached hereto corresponding to your name. The Employment Agreement, which is governed by the laws of the State of Delaware, contains a number of provisions that are material to the matters addressed in this letter. Among them, the Employment Agreement contains express restrictive covenant provisions to which you agreed as a condition of your employment and in exchange for, among other things, the substantial compensation, benefits, equity incentives, and access to CRH's proprietary business information that you received throughout your tenure with the company.

The restrictive covenant provisions in your Employment Agreement include the following:

(a) Non-Competition Covenant. Your Employment Agreement contains a non-competition covenant prohibiting you from, directly or indirectly, engaging in, being employed by, providing services to, owning an interest in (other than a passive investment of less than one percent (1%) of any publicly traded entity), or otherwise participating in any business that competes with CRH's business within the geographic scope specified in the covenant. The duration of your non-competition covenant is either twelve (12) or eighteen (18) months following the date of termination of your employment with CRH, as specified in the Annex attached hereto. The geographic scope of the non-competition covenant covers the entire United States of America.

(b) Non-Solicitation of Employees Covenant. Your Employment Agreement contains a non-solicitation covenant prohibiting you from, directly or indirectly, soliciting, recruiting, inducing, or encouraging any employee of CRH to leave CRH's employ, or otherwise interfering with the employment relationship between CRH and any of its employees. The duration of this non-solicitation covenant ranges from eighteen (18) to twenty-four (24) months following the date of termination of your employment with CRH, as specified in the applicable provision of your Employment Agreement and summarized in the Annex attached hereto.

(c) Non-Solicitation of Vendors and Business Relationships Covenant. Your Employment Agreement further contains a non-solicitation covenant prohibiting you from, directly or indirectly, soliciting, diverting, or interfering with CRH's relationships with its vendors, suppliers, distributors, licensors, licensees, and other business partners, or otherwise inducing any such party to terminate, reduce, or modify its business relationship with CRH. The duration of this covenant is set forth in the applicable provision of your Employment Agreement and summarized in the Annex attached hereto.

(d) Confidentiality Covenant. Your Employment Agreement contains a perpetual confidentiality covenant obligating you to maintain the confidentiality of all proprietary and confidential information, trade secrets, and intellectual property of CRH, and prohibiting you from using or disclosing any such information for any purpose other than in the performance of your duties as an employee of CRH. This obligation survives the termination of your employment and has no expiration date.

The specific terms of your restrictive covenant obligations — including the applicable covenant durations, the geographic scope of the non-competition covenant, the consideration provided to you by CRH in exchange for those covenants, and other pertinent details — are set forth in the Annex attached hereto and incorporated herein by reference.

In executing the Employment Agreement, you expressly acknowledged and agreed that the restrictive covenants contained therein were reasonable in scope, duration, and geographic reach, and that they were necessary to protect CRH's legitimate business interests, including, without limitation, CRH's confidential business information, trade secrets, customer and vendor relationships, goodwill, and CRH's substantial investment in the training, development, and professional growth of its workforce. You further acknowledged that any breach of these covenants would cause CRH irreparable harm that could not be adequately compensated by monetary damages alone, and you consented to the entry of injunctive relief in the event of such a breach.

III. Factual Recitation — Coordinated Departure

CRH has determined, through its internal investigation and through publicly available information, the following facts, which give rise to the demands and the reservation of rights set forth in this letter.

On February 7, 2025, at approximately 4:47 PM Pacific Standard Time, you submitted a resignation letter to CRH via electronic mail. Your resignation was stated to be effective immediately. The resignation letter was addressed to your direct supervisor and was copied to CRH's Human Resources department. The letter did not provide any advance notice, did not offer any transition period, and did not reference or acknowledge the restrictive covenant obligations contained in your Employment Agreement.

Your resignation was not an isolated event. CRH has confirmed that your resignation was part of a coordinated, simultaneous departure of eight (8) senior employees within CRH's merchandising division. All eight resignation letters were submitted within a narrow window of time on the same date. The eight departing employees include: Priya Rathore (former Senior Vice President, Merchandising), Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson. A separate legal action is being pursued with respect to Ms. Rathore, who held a separate executive employment agreement; this letter is addressed to the remaining seven individuals.

CRH has reason to believe, and its investigation has confirmed, that you have accepted employment with Verdana Commerce Group, Inc. ("Verdana"), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801. On February 14, 2025 — exactly one week after your resignation from CRH — Verdana publicly issued a press release titled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth," in which Verdana announced the hiring of you and the other former CRH merchandising employees. The press release specifically touted the experience and expertise of the departing CRH team and described the hires as a "transformative step" in Verdana's strategy to expand its merchandising capabilities and category offerings.

Verdana is a direct competitor of CRH. Verdana operates in the omnichannel retail and eCommerce space and competes directly with CRH across multiple product categories, including but not limited to home goods, apparel, seasonal décor, outdoor living, kitchen and dining, bath and bedding, and consumer electronics accessories. CRH has identified at least twenty-eight (28) overlapping product categories in which CRH and Verdana directly compete for market share, vendor relationships, and consumer attention. Verdana's competitive posture has intensified significantly since Q3 2023, when its majority equity holder, Greystone Capital Partners, LP, acquired a controlling stake in Verdana in a leveraged transaction valuing the enterprise at approximately $2.4 billion. Since that acquisition, Verdana has publicly announced a "transformational growth initiative" that specifically targets expansion into product categories that are among CRH's strongest and most profitable, including several of the categories in which you held strategic responsibilities during your tenure at CRH.

The coordinated nature of this mass departure, the near-simultaneous commencement of employment at a direct competitor, and the strategic alignment between the departing employees' areas of expertise and Verdana's publicly announced growth objectives, taken together, constitute a clear and willful breach of the restrictive covenant obligations set forth in your Employment Agreement. CRH does not view these events as coincidental, and its investigation into the circumstances surrounding the coordinated resignation is ongoing.

IV. Access to Confidential Information and Trade Secrets

During the course of your employment with CRH, and by virtue of your position within CRH's merchandising division, you were entrusted with access to highly confidential and proprietary business information, the unauthorized use or disclosure of which would cause CRH substantial and irreparable competitive harm. This confidential information includes, but is not limited to, the following categories:

• CRH's proprietary vendor negotiation playbooks, which contain detailed strategies, benchmarks, counterparty intelligence, and negotiating frameworks developed by CRH over a period of many years at significant expense;

• CRH's seasonal buying algorithms, which are proprietary quantitative models used by CRH to forecast demand, optimize assortment, and allocate purchasing budgets across product categories and seasons;

• CRH's private-label sourcing strategies, including supplier identification methodologies, cost structures, margin targets, quality specifications, and exclusive sourcing arrangements that form the foundation of CRH's private-label product lines;

• CRH's customer segmentation data, which includes proprietary analyses of consumer demographics, purchasing behavior, channel preferences, lifetime value metrics, and targeted marketing strategies;

• CRH's eCommerce assortment and category analytics, which encompass proprietary data models, conversion metrics, pricing optimization strategies, and digital merchandising frameworks;

• The confidential five-year category expansion roadmap known internally as "Project Ridgeline," which was completed in October 2024 and which sets forth CRH's strategic plan for category expansion, new market entry, vendor acquisition, and competitive positioning through fiscal year 2029. Project Ridgeline was classified at the highest level of confidentiality within CRH, access to it was restricted to a small number of senior merchandising and executive personnel, and it contains detailed strategic intelligence that, if disclosed to a competitor, would undermine CRH's competitive position in the marketplace.

The specific areas of confidential information to which you had access during your employment, corresponding to your role and responsibilities within CRH's merchandising division, are detailed in the Annex attached hereto. Collectively, the confidential information and trade secrets to which you and the other departing employees had access underpin the operations and strategic direction of CRH's merchandising division, which accounted for approximately $2.3 billion in gross merchandise value in fiscal year 2024 and represents the single largest driver of CRH's revenue and profitability.

In addition to the foregoing, CRH has further reason to believe that confidential information and trade secrets may have been improperly removed from CRH's information systems prior to and in connection with your departure. CRH's internal investigation, conducted in conjunction with its information security and digital forensics teams, has identified that between January 10, 2025 and February 4, 2025 — a period of approximately twenty-five (25) days immediately preceding the coordinated resignation — a significant and anomalous volume of files was downloaded from CRH's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts associated with the departing employees. The files downloaded during this period include, among other things, Project Ridgeline materials, vendor negotiation term sheets, private-label cost models, seasonal planning templates, and customer segmentation data. The volume and nature of these downloads are inconsistent with the ordinary course of business activity for the relevant employees and are temporally correlated with the preparation for the coordinated departure.

CRH's investigation into these downloads is ongoing and may result in additional claims and demands. Any use or disclosure of CRH's confidential information and trade secrets, whether directly or indirectly, by you or by Verdana Commerce Group, Inc., or any other person or entity acting at your direction or in concert with you, constitutes a breach of the confidentiality covenant in your Employment Agreement and may give rise to claims for misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), as well as under the federal Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq. CRH intends to pursue all available remedies in connection with any such misappropriation.

V. Specific Demands

In light of the foregoing, CRH, through its counsel Calderwood & Harkness LLP, hereby demands that you take the following actions immediately and without delay:

A. Immediate Cessation of Competing Employment

You must immediately cease all employment, consulting, advisory, independent contractor, or other service arrangements with Verdana Commerce Group, Inc., and with any other entity that competes, directly or indirectly, with any aspect of CRH's business. This demand applies for the full duration of the non-competition period specified in your Employment Agreement, the applicable dates and duration of which are set forth in the Annex attached hereto. As you are aware, the non-competition covenant in your Employment Agreement covers the entire United States of America and is not limited to any particular geographic sub-region.

You are reminded that the non-competition covenant in your Employment Agreement is broadly worded and prohibits not only direct employment by a competitor, but also any indirect participation in a competing business, including through consulting arrangements, advisory roles, board service, ownership interests (other than passive investments of less than one percent (1%) of a publicly traded entity), and any other form of engagement. Your acceptance of employment with Verdana, which is a direct competitor of CRH operating in the same industry and in substantially overlapping product categories, is squarely within the scope of the activities prohibited by your non-competition covenant.

B. Compliance with Non-Solicitation Obligations

You must immediately cease any and all solicitation, recruitment, inducement, or encouragement of any CRH employee to leave CRH's employ, whether such solicitation is conducted directly by you or indirectly through intermediaries, recruiters, or other third parties acting at your direction or on your behalf. This obligation extends to all current employees of CRH and its subsidiaries and affiliates, regardless of the employee's position, department, or location.

CRH has reason to believe that solicitation of CRH employees by one or more of the departing employees may already be underway. CRH's investigation into these matters is ongoing, and any evidence of such solicitation will be vigorously pursued.

In addition, you must immediately cease any and all solicitation, diversion, or interference with CRH's relationships with its vendors, suppliers, distributors, licensors, licensees, and other business partners. This includes any attempt, whether direct or indirect, to induce any such party to terminate, reduce, or modify its business relationship with CRH, or to redirect any such party's business to Verdana or any other entity. These obligations remain in full force and effect for the duration of the non-solicitation periods specified in your Employment Agreement, as summarized in the Annex attached hereto.

C. Return of Confidential Information and Company Property

You must immediately return to CRH all property belonging to CRH that is in your possession, custody, or control, wherever located. This includes, without limitation, the following:

(i) All documents, files, records, reports, analyses, presentations, memoranda, and correspondence, whether in electronic or physical form, that contain, reflect, or are derived from CRH's confidential information, trade secrets, or proprietary business data;

(ii) All electronic data, including any files, databases, spreadsheets, models, algorithms, code, or other digital content, that were created by you during your employment with CRH, that contain CRH confidential information, or that are stored on any device or system, including personal devices, personal email accounts, personal cloud storage accounts (including but not limited to Hollowell Health IT, Larkspur Technologies, Meridian Systems, Cobalt Ridge Systems, and any similar services), USB drives, external hard drives, and any third-party systems, including any systems operated by or on behalf of Verdana Commerce Group, Inc.;

(iii) All CRH-issued laptops, desktop computers, tablets, mobile phones, and other electronic devices, together with all associated chargers, cables, docking stations, and accessories;

(iv) All access credentials, including passwords, access tokens, key cards, security badges, and any other means of access to CRH's physical premises, information systems, cloud environments, or third-party platforms maintained by CRH; and

(v) Any and all copies, summaries, extracts, compilations, or derivative works of any of the foregoing, regardless of the medium on which they are stored or the format in which they exist.

To the extent that you have transferred, copied, uploaded, emailed, or otherwise stored any CRH confidential information on personal devices, personal cloud storage accounts, personal email accounts, or any third-party systems — including any systems operated by or on behalf of Verdana Commerce Group, Inc. — you must immediately and permanently delete and destroy all such copies, and you must provide CRH with a written certification of such destruction within five (5) business days of your receipt of this letter. The written certification must be signed by you and must specifically identify the devices, accounts, and systems from which CRH confidential information was deleted and the date on which each deletion was performed.

You are further reminded that you must not use, disclose, distribute, publish, transmit, or permit the use or disclosure of any CRH confidential information or trade secrets, directly or indirectly, in connection with your employment at Verdana, in connection with any other business activity, or for any other purpose whatsoever. This prohibition applies regardless of whether the information is used in its original form, in a modified or derivative form, or is incorporated into other materials, analyses, or work product.

D. Written Confirmation of Compliance

CRH demands that you provide written confirmation to Bernard Crawford at Calderwood & Harkness LLP, at the address set forth below, within five (5) business days of your receipt of this letter, confirming the following:

(i) That you have ceased all employment, consulting, advisory, and other service arrangements with Verdana Commerce Group, Inc. and with any other competitor of CRH;

(ii) That you are in full compliance with all non-solicitation obligations set forth in your Employment Agreement, including the non-solicitation of employees covenant and the non-solicitation of vendors and business relationships covenant;

(iii) That you have returned to CRH, or permanently deleted and destroyed, all CRH confidential information in your possession, custody, or control, and that you have not retained any copies, summaries, extracts, or derivative works of any such information; and

(iv) That you will fully comply with all restrictive covenant obligations set forth in your Employment Agreement for the remaining duration of each such covenant.

The failure to provide the requested written confirmation within the specified time period will be treated by CRH as a refusal to comply and will prompt CRH to take immediate legal action without further notice to you.

VI. Reservation of Rights and Legal Consequences

CRH expressly reserves all rights, claims, and remedies available to it at law and in equity, whether arising under your Employment Agreement, under Delaware statutory law, under federal law, or under any other applicable legal authority. Without limiting the generality of the foregoing, CRH's reserved rights and remedies include, but are not limited to:

(a) Injunctive Relief. CRH is prepared to seek emergency injunctive relief, including a temporary restraining order, a preliminary injunction, and a permanent injunction, in the Delaware Court of Chancery or in any other court of competent jurisdiction, to enjoin you from continuing to violate your restrictive covenant obligations. Your Employment Agreement expressly provides for injunctive relief as a remedy for breach of the restrictive covenants contained therein, and you acknowledged at the time you executed the Employment Agreement that monetary damages would be an insufficient remedy for such a breach and that CRH would be entitled to equitable relief, including specific performance and injunctive relief, without the necessity of proving actual damages or posting a bond.

(b) Damages. CRH reserves the right to seek compensatory damages, consequential damages, and any other damages available at law for your breach of the Employment Agreement, including damages arising from the loss of confidential information, the loss of competitive advantage, the cost of recruiting and training replacement personnel, and any other losses proximately caused by your breach.

(c) Trade Secret Misappropriation Claims. CRH reserves the right to assert claims for misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), and under the federal Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq. DUTSA provides for the recovery of actual damages, unjust enrichment, exemplary damages in cases of willful and malicious misappropriation, and reasonable attorneys' fees.

(d) Tortious Interference. CRH reserves the right to assert claims against Verdana Commerce Group, Inc. for tortious interference with contractual relations. CRH has reason to believe that Verdana was aware of the restrictive covenant obligations contained in your Employment Agreement and nevertheless knowingly induced, encouraged, or facilitated your breach of those obligations. CRH further reserves the right to assert claims against Greystone Capital Partners, LP, and any other entity or individual that may have participated in, directed, or facilitated the interference with CRH's contractual rights.

(e) Civil Conspiracy. CRH reserves the right to assert claims for civil conspiracy against you, the other departing employees, Verdana, and any other person or entity that may have conspired to effect the coordinated mass departure and the misappropriation of CRH's confidential information and trade secrets.

(f) Attorneys' Fees and Costs. Your Employment Agreement provides that in the event of a breach of the restrictive covenants, CRH shall be entitled to recover its reasonable attorneys' fees and costs incurred in enforcing those covenants. CRH intends to seek such recovery in full.

CRH is prepared to pursue emergency litigation, including seeking a temporary restraining order and preliminary injunctive relief on an expedited basis, if you do not immediately comply with each of the demands set forth in this letter. CRH's outside counsel and litigation team are prepared to file such an action in the Delaware Court of Chancery on short notice, and CRH will not hesitate to do so if compliance is not forthcoming.

Your failure to respond to or comply with the demands set forth in this letter will be considered evidence of your willful disregard of your contractual obligations and will be relied upon by CRH as such in any subsequent legal proceedings. Similarly, the coordinated nature of the mass departure and the timing of the file downloads identified by CRH's forensic investigation will be presented as evidence of premeditation and willful misconduct.

Nothing in this letter shall be construed as a waiver, release, or relinquishment of any right, claim, or remedy available to CRH under the Employment Agreement, under applicable law, or otherwise. All such rights, claims, and remedies are expressly preserved and reserved, and CRH's decision to send this letter and afford you the opportunity to come into compliance shall not be deemed an election of remedies or a waiver of any right to pursue any other relief.

VII. Direction to Retain Counsel and Communicate Through Counsel

CRH strongly recommends that you retain experienced legal counsel to advise you regarding your obligations under the Employment Agreement and your legal exposure in connection with the matters described in this letter. If you have retained legal counsel, or when you do so, please direct your counsel to contact the undersigned immediately so that all future communications regarding this matter may be conducted through counsel.

All future communications regarding this matter should be directed to:

Bernard Crawford, Partner Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005 Telephone: (202) 555-7800

Email: bcrawford@calderwoodharkness.com

with a copy to:

Renata Vasquez, Partner Calderwood & Harkness LLP 601 South Figueroa Street, Suite 4200 Los Angeles, CA 90017 Telephone: (213) 555-3400

Email: rvasquez@calderwoodharkness.com

VIII. Closing

CRH expects your prompt and full compliance with each of the demands set forth in this letter. CRH has a strong preference for resolving this matter without the necessity of protracted and costly litigation and sincerely hopes that you will take the steps necessary to come into compliance with your contractual obligations immediately. However, CRH wishes to make clear that its willingness to afford you the opportunity to comply voluntarily should not be mistaken for any lack of resolve. CRH will not hesitate to pursue all available legal remedies — including emergency injunctive relief, damages, trade secret misappropriation claims, and claims for tortious interference and civil conspiracy — if you fail to comply with the demands set forth herein within the time periods specified.

Time is of the essence. CRH awaits your written response within five (5) business days of your receipt of this letter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Bernard Crawford Partner

Direct Dial: (202) 555-7812

Email: bcrawford@calderwoodharkness.com

cc:

Theresa Yun-Park, General Counsel, Cascade Retail Holdings Inc.

Roland Ashby, Chief People Officer, Cascade Retail Holdings Inc.

Renata Vasquez, Partner, Calderwood & Harkness LLP

Enclosures: Annex A-1 through A-7 (individualized to each recipient; each recipient receives only the Annex applicable to that individual)

ANNEX A-1

Restrictive Covenant Terms — Derek Linden

This Annex A-1 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Derek Linden and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.

Areas of Confidential Information Access:

During Mr. Linden's tenure as Vice President, Hardlines Merchandising, Mr. Linden had access to the following categories of CRH confidential information and trade secrets, among others:

• Hardlines merchandising strategies, including category management plans, product assortment strategies, promotional calendars, and competitive positioning analyses for all hardlines product categories;

• CRH's proprietary vendor negotiation playbooks applicable to hardlines vendors, including negotiating frameworks, counterparty intelligence files, target pricing structures, and historical deal terms;

• Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the hardlines-specific expansion modules;

• Private-label cost models for hardlines product categories, including landed cost analyses, margin targets, manufacturing specifications, and exclusive sourcing arrangements;

• Seasonal buying algorithms as applied to hardlines categories, including proprietary demand forecasting models, inventory optimization tools, and seasonal allocation frameworks.

ANNEX A-2

Restrictive Covenant Terms — Sonia Kaczmarek

This Annex A-2 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Sonia Kaczmarek and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.

Areas of Confidential Information Access:

During Ms. Kaczmarek's tenure as Vice President, Softlines Merchandising, Ms. Kaczmarek had access to the following categories of CRH confidential information and trade secrets, among others:

• Softlines merchandising strategies, including apparel category management plans, fashion trend forecasting analyses, seasonal assortment architectures, and brand partnership strategies;

• Apparel sourcing and private-label strategy, including overseas and domestic sourcing arrangements, factory audit data, quality control specifications, private-label brand positioning, and cost-of-goods analyses;

• Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the softlines and apparel-specific expansion modules;

• Vendor negotiation term sheets for softlines vendors, including detailed pricing schedules, markdown allowances, return-to-vendor terms, co-op advertising commitments, and exclusive distribution arrangements.

ANNEX A-3

Restrictive Covenant Terms — Amara Osei

This Annex A-3 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Amara Osei and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.

Areas of Confidential Information Access:

During Ms. Osei's tenure as Director, Private Label Strategy, Ms. Osei had access to the following categories of CRH confidential information and trade secrets, among others:

• Private-label sourcing strategies across all product categories, including supplier identification and vetting methodologies, factory selection criteria, supply chain logistics, and exclusive manufacturing arrangements;

• Private-label cost models, including detailed landed cost analyses, raw material pricing, duty and tariff structures, freight cost modeling, and margin targets for each private-label brand and product line;

• Margin targets for private-label programs, including category-level and SKU-level gross margin objectives, promotional markdown strategies, and profitability benchmarks;

• Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the private-label growth and brand development modules.

ANNEX A-4

Restrictive Covenant Terms — Brent Halvorsen

This Annex A-4 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Brent Halvorsen and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.

Areas of Confidential Information Access:

During Mr. Halvorsen's tenure as Director, Seasonal Planning & Analytics, Mr. Halvorsen had access to the following categories of CRH confidential information and trade secrets, among others:

• Seasonal planning models, including proprietary frameworks for seasonal buy planning, open-to-buy management, seasonal inventory allocation, and end-of-season liquidation strategies;

• Seasonal buying algorithms, including CRH's proprietary quantitative models for demand forecasting, weather-adjusted sales projections, seasonal trend analysis, and inventory replenishment optimization;

• Category analytics, including product category performance dashboards, competitive benchmarking analyses, market share data, and category profitability models;

• Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the seasonal strategy and analytics modules.

ANNEX A-5

Restrictive Covenant Terms — Lucia Fernandez-Gill

This Annex A-5 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Lucia Fernandez-Gill and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.

Areas of Confidential Information Access:

During Ms. Fernandez-Gill's tenure as Director, Vendor Relations (Domestic), Ms. Fernandez-Gill had access to the following categories of CRH confidential information and trade secrets, among others:

• Domestic vendor relationships, including CRH's complete domestic vendor roster, vendor performance scorecards, vendor tier classifications, and strategic vendor partnership agreements;

• Vendor negotiation playbooks applicable to domestic vendors, including CRH's proprietary negotiating frameworks, historical deal analyses, counterparty financial assessments, and negotiation strategy guidelines;

• Vendor negotiation term sheets, including detailed pricing schedules, payment terms, volume discount structures, rebate arrangements, co-op marketing commitments, and exclusivity provisions;

• Vendor pricing and contract terms, including current and historical pricing across all product categories sourced from domestic vendors, contract renewal timelines, and contractual performance benchmarks;

• Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the vendor strategy and domestic sourcing modules.

ANNEX A-6

Restrictive Covenant Terms — Nathan Tsao

This Annex A-6 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Nathan Tsao and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.

Areas of Confidential Information Access:

During Mr. Tsao's tenure as Senior Manager, eCommerce Merchandising, Mr. Tsao had access to the following categories of CRH confidential information and trade secrets, among others:

• eCommerce merchandising strategies, including CRH's digital-first category management plans, online-exclusive product development strategies, marketplace integration frameworks, and digital promotional calendars;

• eCommerce assortment algorithms, including CRH's proprietary algorithmic models for online product assortment optimization, search ranking and relevancy tuning, personalized recommendation engines, and A/B testing frameworks for digital merchandising;

• Customer segmentation data, including CRH's proprietary customer behavior analyses, lifetime value models, channel attribution data, demographic and psychographic profiles, purchase propensity scoring, and targeted marketing segment definitions;

• Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the eCommerce growth and digital merchandising modules.

ANNEX A-7

Restrictive Covenant Terms — Kira Johansson

This Annex A-7 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Kira Johansson and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.

Areas of Confidential Information Access:

During Ms. Johansson's tenure as Senior Manager, Category Analytics, Ms. Johansson had access to the following categories of CRH confidential information and trade secrets, among others:

• Category analytics, including CRH's proprietary category performance dashboards, market share tracking models, competitive intelligence reports, category profitability analyses, and assortment productivity metrics;

• Customer segmentation data, including CRH's proprietary customer behavior analyses, lifetime value models, demographic segmentation matrices, purchase frequency and recency analyses, and cross-category affinity scores;

• Seasonal buying algorithms, including CRH's proprietary demand forecasting models, seasonal trend indices, sell-through rate projections, and inventory allocation optimization frameworks;

• eCommerce assortment data, including CRH's online product catalog analytics, digital conversion metrics, search-driven merchandise performance data, and cross-channel assortment reconciliation models;

• Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the category analytics, customer insights, and data strategy modules.

CONFIDENTIALITY NOTICE: This letter and all attachments hereto are confidential and may contain information protected by the attorney-client privilege, the work product doctrine, or other applicable privileges. This letter is intended solely for the use of the addressee(s) identified herein. If you have received this letter in error, please notify the sender immediately and destroy all copies. Any unauthorized review, use, disclosure, or distribution of this letter or its contents is strictly prohibited.

Calderwood & Harkness LLP

Matter No. 1038-00006

Item	Detail
Full Name	Derek Linden
Former Title	Vice President, Hardlines Merchandising
Tenure at CRH	Approximately seven (7) years
Employment Agreement Date	March 12, 2018
Base Compensation (FY2024)	$340,000 per annum
Non-Competition Period	Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Competition Geographic Scope	United States of America
Non-Solicitation of Employees Period	Twenty-four (24) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2027)
Non-Solicitation of Vendors/Business Relationships Period	Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Confidentiality Obligations	Perpetual — no expiration
Governing Law	State of Delaware
Forum Selection	Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)
Item	Detail
Full Name	Sonia Kaczmarek
Former Title	Vice President, Softlines Merchandising
Tenure at CRH	Approximately five (5) years
Employment Agreement Date	June 22, 2020
Base Compensation (FY2024)	$325,000 per annum
Non-Competition Period	Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Competition Geographic Scope	United States of America
Non-Solicitation of Employees Period	Twenty-four (24) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2027)
Non-Solicitation of Vendors/Business Relationships Period	Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Confidentiality Obligations	Perpetual — no expiration
Governing Law	State of Delaware

Forum Selection	Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)
Item	Detail
Full Name	Amara Osei
Former Title	Director, Private Label Strategy
Tenure at CRH	Approximately four (4) years
Employment Agreement Date	January 11, 2021
Base Compensation (FY2024)	$265,000 per annum
Non-Competition Period	Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Non-Competition Geographic Scope	United States of America
Non-Solicitation of Employees Period	Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Solicitation of Vendors/Business Relationships Period	Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Confidentiality Obligations	Perpetual — no expiration
Governing Law	State of Delaware
Forum Selection	Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)
Item	Detail
Full Name	Brent Halvorsen
Former Title	Director, Seasonal Planning & Analytics
Tenure at CRH	Approximately six (6) years
Employment Agreement Date	September 3, 2019
Base Compensation (FY2024)	$258,000 per annum
Non-Competition Period	Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Non-Competition Geographic Scope	United States of America
Non-Solicitation of Employees Period	Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Solicitation of Vendors/Business Relationships Period	Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Confidentiality Obligations	Perpetual — no expiration

Governing Law	State of Delaware
Forum Selection	Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)
Item	Detail
Full Name	Lucia Fernandez-Gill
Former Title	Director, Vendor Relations (Domestic)
Tenure at CRH	Approximately five (5) years
Employment Agreement Date	April 6, 2020
Base Compensation (FY2024)	$248,000 per annum
Non-Competition Period	Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Non-Competition Geographic Scope	United States of America
Non-Solicitation of Employees Period	Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Solicitation of Vendors/Business Relationships Period	Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Confidentiality Obligations	Perpetual — no expiration
Governing Law	State of Delaware
Forum Selection	Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)
Item	Detail
Full Name	Nathan Tsao
Former Title	Senior Manager, eCommerce Merchandising
Tenure at CRH	Approximately three (3) years
Employment Agreement Date	August 15, 2022
Base Compensation (FY2024)	$195,000 per annum
Non-Competition Period	Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Non-Competition Geographic Scope	United States of America
Non-Solicitation of Employees Period	Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Solicitation of Vendors/Business Relationships Period	Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)

Confidentiality Obligations	Perpetual — no expiration
Governing Law	State of Delaware
Forum Selection	Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)
Item	Detail
Full Name	Kira Johansson
Former Title	Senior Manager, Category Analytics
Tenure at CRH	Approximately four (4) years
Employment Agreement Date	February 1, 2021
Base Compensation (FY2024)	$192,000 per annum
Non-Competition Period	Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Non-Competition Geographic Scope	United States of America
Non-Solicitation of Employees Period	Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Solicitation of Vendors/Business Relationships Period	Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Confidentiality Obligations	Perpetual — no expiration
Governing Law	State of Delaware
Forum Selection	Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)

CALDERWOOD & HARKNESS LLP
Attorneys at Law
1301 K Street NW, Suite 1200 Washington, DC 20005
Telephone: (202) 555-7800 Facsimile: (202) 555-7801
www.calderwoodharkness.com
February 25, 2025
VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED AND EMAIL
Derek Linden (Address set forth in Annex A-1)
Sonia Kaczmarek (Address set forth in Annex A-2)
Amara Osei (Address set forth in Annex A-3)
Brent Halvorsen (Address set forth in Annex A-4)
Lucia Fernandez-Gill (Address set forth in Annex A-5)
Nathan Tsao (Address set forth in Annex A-6)
Kira Johansson (Address set forth in Annex A-7)
Re: Breach of Employment Agreement with Cascade Retail Holdings Inc. — Demand for Immediate Compliance with Restrictive Covenant Obligations
Matter No.: 1038-00006
Dear Mr. Linden / Ms. Kaczmarek / Ms. Osei / Mr. Halvorsen / Ms. Fernandez-Gill / Mr. Tsao / Ms. Johansson:
I. Identification of Counsel and Client
This firm represents Cascade Retail Holdings Inc. ("CRH" or "Cascade"), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119. Cascade is a publicly traded company whose common stock is listed on the Nasdaq Stock Market under the ticker symbol "CRHL." As of the date of this letter, CRH operates more than 380 retail locations across the continental United States, maintains a rapidly growing direct-to-consumer eCommerce platform, and employs approximately 27,000 full-time associates.
We write to you at the direction and on behalf of CRH's General Counsel, Theresa Yun-Park, and with the knowledge and authorization of CRH's Chief People Officer, Roland Ashby. This letter is being sent simultaneously to each of the seven individuals identified in the addressee block above, each of whom is a former senior employee of CRH's merchandising division. Each addressee is receiving a copy of this letter together with an individualized Annex setting forth the specific restrictive covenant terms applicable to that individual. You should refer to the Annex attached to your copy for the particular terms that govern your obligations.
The purpose of this letter is to demand your immediate compliance with the restrictive covenant obligations set forth in your Employment Agreement with CRH, to inform you that CRH has determined that you are in breach of those obligations, and to set forth the consequences of your continued non-compliance.
II. Background — Employment Relationship and Covenant Obligations
During the course of your employment with CRH, you entered into an Employment Agreement (the "Employment Agreement") with CRH on the date set forth in the Annex attached hereto corresponding to your name. The Employment Agreement, which is governed by the laws of the State of Delaware, contains a number of provisions that are material to the matters addressed in this letter. Among them, the Employment Agreement contains express restrictive covenant provisions to which you agreed as a condition of your employment and in exchange for, among other things, the substantial compensation, benefits, equity incentives, and access to CRH's proprietary business information that you received throughout your tenure with the company.
The restrictive covenant provisions in your Employment Agreement include the following:
(a) Non-Competition Covenant. Your Employment Agreement contains a non-competition covenant prohibiting you from, directly or indirectly, engaging in, being employed by, providing services to, owning an interest in (other than a passive investment of less than one percent (1%) of any publicly traded entity), or otherwise participating in any business that competes with CRH's business within the geographic scope specified in the covenant. The duration of your non-competition covenant is either twelve (12) or eighteen (18) months following the date of termination of your employment with CRH, as specified in the Annex attached hereto. The geographic scope of the non-competition covenant covers the entire United States of America.
(b) Non-Solicitation of Employees Covenant. Your Employment Agreement contains a non-solicitation covenant prohibiting you from, directly or indirectly, soliciting, recruiting, inducing, or encouraging any employee of CRH to leave CRH's employ, or otherwise interfering with the employment relationship between CRH and any of its employees. The duration of this non-solicitation covenant ranges from eighteen (18) to twenty-four (24) months following the date of termination of your employment with CRH, as specified in the applicable provision of your Employment Agreement and summarized in the Annex attached hereto.
(c) Non-Solicitation of Vendors and Business Relationships Covenant. Your Employment Agreement further contains a non-solicitation covenant prohibiting you from, directly or indirectly, soliciting, diverting, or interfering with CRH's relationships with its vendors, suppliers, distributors, licensors, licensees, and other business partners, or otherwise inducing any such party to terminate, reduce, or modify its business relationship with CRH. The duration of this covenant is set forth in the applicable provision of your Employment Agreement and summarized in the Annex attached hereto.
(d) Confidentiality Covenant. Your Employment Agreement contains a perpetual confidentiality covenant obligating you to maintain the confidentiality of all proprietary and confidential information, trade secrets, and intellectual property of CRH, and prohibiting you from using or disclosing any such information for any purpose other than in the performance of your duties as an employee of CRH. This obligation survives the termination of your employment and has no expiration date.
The specific terms of your restrictive covenant obligations — including the applicable covenant durations, the geographic scope of the non-competition covenant, the consideration provided to you by CRH in exchange for those covenants, and other pertinent details — are set forth in the Annex attached hereto and incorporated herein by reference.
In executing the Employment Agreement, you expressly acknowledged and agreed that the restrictive covenants contained therein were reasonable in scope, duration, and geographic reach, and that they were necessary to protect CRH's legitimate business interests, including, without limitation, CRH's confidential business information, trade secrets, customer and vendor relationships, goodwill, and CRH's substantial investment in the training, development, and professional growth of its workforce. You further acknowledged that any breach of these covenants would cause CRH irreparable harm that could not be adequately compensated by monetary damages alone, and you consented to the entry of injunctive relief in the event of such a breach.
III. Factual Recitation — Coordinated Departure
CRH has determined, through its internal investigation and through publicly available information, the following facts, which give rise to the demands and the reservation of rights set forth in this letter.
On February 7, 2025, at approximately 4:47 PM Pacific Standard Time, you submitted a resignation letter to CRH via electronic mail. Your resignation was stated to be effective immediately. The resignation letter was addressed to your direct supervisor and was copied to CRH's Human Resources department. The letter did not provide any advance notice, did not offer any transition period, and did not reference or acknowledge the restrictive covenant obligations contained in your Employment Agreement.
Your resignation was not an isolated event. CRH has confirmed that your resignation was part of a coordinated, simultaneous departure of eight (8) senior employees within CRH's merchandising division. All eight resignation letters were submitted within a narrow window of time on the same date. The eight departing employees include: Priya Rathore (former Senior Vice President, Merchandising), Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson. A separate legal action is being pursued with respect to Ms. Rathore, who held a separate executive employment agreement; this letter is addressed to the remaining seven individuals.
CRH has reason to believe, and its investigation has confirmed, that you have accepted employment with Verdana Commerce Group, Inc. ("Verdana"), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801. On February 14, 2025 — exactly one week after your resignation from CRH — Verdana publicly issued a press release titled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth," in which Verdana announced the hiring of you and the other former CRH merchandising employees. The press release specifically touted the experience and expertise of the departing CRH team and described the hires as a "transformative step" in Verdana's strategy to expand its merchandising capabilities and category offerings.
Verdana is a direct competitor of CRH. Verdana operates in the omnichannel retail and eCommerce space and competes directly with CRH across multiple product categories, including but not limited to home goods, apparel, seasonal décor, outdoor living, kitchen and dining, bath and bedding, and consumer electronics accessories. CRH has identified at least twenty-eight (28) overlapping product categories in which CRH and Verdana directly compete for market share, vendor relationships, and consumer attention. Verdana's competitive posture has intensified significantly since Q3 2023, when its majority equity holder, Greystone Capital Partners, LP, acquired a controlling stake in Verdana in a leveraged transaction valuing the enterprise at approximately $2.4 billion. Since that acquisition, Verdana has publicly announced a "transformational growth initiative" that specifically targets expansion into product categories that are among CRH's strongest and most profitable, including several of the categories in which you held strategic responsibilities during your tenure at CRH.
The coordinated nature of this mass departure, the near-simultaneous commencement of employment at a direct competitor, and the strategic alignment between the departing employees' areas of expertise and Verdana's publicly announced growth objectives, taken together, constitute a clear and willful breach of the restrictive covenant obligations set forth in your Employment Agreement. CRH does not view these events as coincidental, and its investigation into the circumstances surrounding the coordinated resignation is ongoing.
IV. Access to Confidential Information and Trade Secrets
During the course of your employment with CRH, and by virtue of your position within CRH's merchandising division, you were entrusted with access to highly confidential and proprietary business information, the unauthorized use or disclosure of which would cause CRH substantial and irreparable competitive harm. This confidential information includes, but is not limited to, the following categories:
•  CRH's proprietary vendor negotiation playbooks, which contain detailed strategies, benchmarks, counterparty intelligence, and negotiating frameworks developed by CRH over a period of many years at significant expense;
•  CRH's seasonal buying algorithms, which are proprietary quantitative models used by CRH to forecast demand, optimize assortment, and allocate purchasing budgets across product categories and seasons;
•  CRH's private-label sourcing strategies, including supplier identification methodologies, cost structures, margin targets, quality specifications, and exclusive sourcing arrangements that form the foundation of CRH's private-label product lines;
•  CRH's customer segmentation data, which includes proprietary analyses of consumer demographics, purchasing behavior, channel preferences, lifetime value metrics, and targeted marketing strategies;
•  CRH's eCommerce assortment and category analytics, which encompass proprietary data models, conversion metrics, pricing optimization strategies, and digital merchandising frameworks;
•  The confidential five-year category expansion roadmap known internally as "Project Ridgeline," which was completed in October 2024 and which sets forth CRH's strategic plan for category expansion, new market entry, vendor acquisition, and competitive positioning through fiscal year 2029. Project Ridgeline was classified at the highest level of confidentiality within CRH, access to it was restricted to a small number of senior merchandising and executive personnel, and it contains detailed strategic intelligence that, if disclosed to a competitor, would undermine CRH's competitive position in the marketplace.
The specific areas of confidential information to which you had access during your employment, corresponding to your role and responsibilities within CRH's merchandising division, are detailed in the Annex attached hereto. Collectively, the confidential information and trade secrets to which you and the other departing employees had access underpin the operations and strategic direction of CRH's merchandising division, which accounted for approximately $2.3 billion in gross merchandise value in fiscal year 2024 and represents the single largest driver of CRH's revenue and profitability.
In addition to the foregoing, CRH has further reason to believe that confidential information and trade secrets may have been improperly removed from CRH's information systems prior to and in connection with your departure. CRH's internal investigation, conducted in conjunction with its information security and digital forensics teams, has identified that between January 10, 2025 and February 4, 2025 — a period of approximately twenty-five (25) days immediately preceding the coordinated resignation — a significant and anomalous volume of files was downloaded from CRH's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts associated with the departing employees. The files downloaded during this period include, among other things, Project Ridgeline materials, vendor negotiation term sheets, private-label cost models, seasonal planning templates, and customer segmentation data. The volume and nature of these downloads are inconsistent with the ordinary course of business activity for the relevant employees and are temporally correlated with the preparation for the coordinated departure.
CRH's investigation into these downloads is ongoing and may result in additional claims and demands. Any use or disclosure of CRH's confidential information and trade secrets, whether directly or indirectly, by you or by Verdana Commerce Group, Inc., or any other person or entity acting at your direction or in concert with you, constitutes a breach of the confidentiality covenant in your Employment Agreement and may give rise to claims for misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), as well as under the federal Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq. CRH intends to pursue all available remedies in connection with any such misappropriation.
V. Specific Demands
In light of the foregoing, CRH, through its counsel Calderwood & Harkness LLP, hereby demands that you take the following actions immediately and without delay:
A. Immediate Cessation of Competing Employment
You must immediately cease all employment, consulting, advisory, independent contractor, or other service arrangements with Verdana Commerce Group, Inc., and with any other entity that competes, directly or indirectly, with any aspect of CRH's business. This demand applies for the full duration of the non-competition period specified in your Employment Agreement, the applicable dates and duration of which are set forth in the Annex attached hereto. As you are aware, the non-competition covenant in your Employment Agreement covers the entire United States of America and is not limited to any particular geographic sub-region.
You are reminded that the non-competition covenant in your Employment Agreement is broadly worded and prohibits not only direct employment by a competitor, but also any indirect participation in a competing business, including through consulting arrangements, advisory roles, board service, ownership interests (other than passive investments of less than one percent (1%) of a publicly traded entity), and any other form of engagement. Your acceptance of employment with Verdana, which is a direct competitor of CRH operating in the same industry and in substantially overlapping product categories, is squarely within the scope of the activities prohibited by your non-competition covenant.
B. Compliance with Non-Solicitation Obligations
You must immediately cease any and all solicitation, recruitment, inducement, or encouragement of any CRH employee to leave CRH's employ, whether such solicitation is conducted directly by you or indirectly through intermediaries, recruiters, or other third parties acting at your direction or on your behalf. This obligation extends to all current employees of CRH and its subsidiaries and affiliates, regardless of the employee's position, department, or location.
CRH has reason to believe that solicitation of CRH employees by one or more of the departing employees may already be underway. CRH's investigation into these matters is ongoing, and any evidence of such solicitation will be vigorously pursued.
In addition, you must immediately cease any and all solicitation, diversion, or interference with CRH's relationships with its vendors, suppliers, distributors, licensors, licensees, and other business partners. This includes any attempt, whether direct or indirect, to induce any such party to terminate, reduce, or modify its business relationship with CRH, or to redirect any such party's business to Verdana or any other entity. These obligations remain in full force and effect for the duration of the non-solicitation periods specified in your Employment Agreement, as summarized in the Annex attached hereto.
C. Return of Confidential Information and Company Property
You must immediately return to CRH all property belonging to CRH that is in your possession, custody, or control, wherever located. This includes, without limitation, the following:
(i) All documents, files, records, reports, analyses, presentations, memoranda, and correspondence, whether in electronic or physical form, that contain, reflect, or are derived from CRH's confidential information, trade secrets, or proprietary business data;
(ii) All electronic data, including any files, databases, spreadsheets, models, algorithms, code, or other digital content, that were created by you during your employment with CRH, that contain CRH confidential information, or that are stored on any device or system, including personal devices, personal email accounts, personal cloud storage accounts (including but not limited to Hollowell Health IT, Larkspur Technologies, Meridian Systems, Cobalt Ridge Systems, and any similar services), USB drives, external hard drives, and any third-party systems, including any systems operated by or on behalf of Verdana Commerce Group, Inc.;
(iii) All CRH-issued laptops, desktop computers, tablets, mobile phones, and other electronic devices, together with all associated chargers, cables, docking stations, and accessories;
(iv) All access credentials, including passwords, access tokens, key cards, security badges, and any other means of access to CRH's physical premises, information systems, cloud environments, or third-party platforms maintained by CRH; and
(v) Any and all copies, summaries, extracts, compilations, or derivative works of any of the foregoing, regardless of the medium on which they are stored or the format in which they exist.
To the extent that you have transferred, copied, uploaded, emailed, or otherwise stored any CRH confidential information on personal devices, personal cloud storage accounts, personal email accounts, or any third-party systems — including any systems operated by or on behalf of Verdana Commerce Group, Inc. — you must immediately and permanently delete and destroy all such copies, and you must provide CRH with a written certification of such destruction within five (5) business days of your receipt of this letter. The written certification must be signed by you and must specifically identify the devices, accounts, and systems from which CRH confidential information was deleted and the date on which each deletion was performed.
You are further reminded that you must not use, disclose, distribute, publish, transmit, or permit the use or disclosure of any CRH confidential information or trade secrets, directly or indirectly, in connection with your employment at Verdana, in connection with any other business activity, or for any other purpose whatsoever. This prohibition applies regardless of whether the information is used in its original form, in a modified or derivative form, or is incorporated into other materials, analyses, or work product.
D. Written Confirmation of Compliance
CRH demands that you provide written confirmation to Bernard Crawford at Calderwood & Harkness LLP, at the address set forth below, within five (5) business days of your receipt of this letter, confirming the following:
(i) That you have ceased all employment, consulting, advisory, and other service arrangements with Verdana Commerce Group, Inc. and with any other competitor of CRH;
(ii) That you are in full compliance with all non-solicitation obligations set forth in your Employment Agreement, including the non-solicitation of employees covenant and the non-solicitation of vendors and business relationships covenant;
(iii) That you have returned to CRH, or permanently deleted and destroyed, all CRH confidential information in your possession, custody, or control, and that you have not retained any copies, summaries, extracts, or derivative works of any such information; and
(iv) That you will fully comply with all restrictive covenant obligations set forth in your Employment Agreement for the remaining duration of each such covenant.
The failure to provide the requested written confirmation within the specified time period will be treated by CRH as a refusal to comply and will prompt CRH to take immediate legal action without further notice to you.
VI. Reservation of Rights and Legal Consequences
CRH expressly reserves all rights, claims, and remedies available to it at law and in equity, whether arising under your Employment Agreement, under Delaware statutory law, under federal law, or under any other applicable legal authority. Without limiting the generality of the foregoing, CRH's reserved rights and remedies include, but are not limited to:
(a) Injunctive Relief. CRH is prepared to seek emergency injunctive relief, including a temporary restraining order, a preliminary injunction, and a permanent injunction, in the Delaware Court of Chancery or in any other court of competent jurisdiction, to enjoin you from continuing to violate your restrictive covenant obligations. Your Employment Agreement expressly provides for injunctive relief as a remedy for breach of the restrictive covenants contained therein, and you acknowledged at the time you executed the Employment Agreement that monetary damages would be an insufficient remedy for such a breach and that CRH would be entitled to equitable relief, including specific performance and injunctive relief, without the necessity of proving actual damages or posting a bond.
(b) Damages. CRH reserves the right to seek compensatory damages, consequential damages, and any other damages available at law for your breach of the Employment Agreement, including damages arising from the loss of confidential information, the loss of competitive advantage, the cost of recruiting and training replacement personnel, and any other losses proximately caused by your breach.
(c) Trade Secret Misappropriation Claims. CRH reserves the right to assert claims for misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), and under the federal Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq. DUTSA provides for the recovery of actual damages, unjust enrichment, exemplary damages in cases of willful and malicious misappropriation, and reasonable attorneys' fees.
(d) Tortious Interference. CRH reserves the right to assert claims against Verdana Commerce Group, Inc. for tortious interference with contractual relations. CRH has reason to believe that Verdana was aware of the restrictive covenant obligations contained in your Employment Agreement and nevertheless knowingly induced, encouraged, or facilitated your breach of those obligations. CRH further reserves the right to assert claims against Greystone Capital Partners, LP, and any other entity or individual that may have participated in, directed, or facilitated the interference with CRH's contractual rights.
(e) Civil Conspiracy. CRH reserves the right to assert claims for civil conspiracy against you, the other departing employees, Verdana, and any other person or entity that may have conspired to effect the coordinated mass departure and the misappropriation of CRH's confidential information and trade secrets.
(f) Attorneys' Fees and Costs. Your Employment Agreement provides that in the event of a breach of the restrictive covenants, CRH shall be entitled to recover its reasonable attorneys' fees and costs incurred in enforcing those covenants. CRH intends to seek such recovery in full.
CRH is prepared to pursue emergency litigation, including seeking a temporary restraining order and preliminary injunctive relief on an expedited basis, if you do not immediately comply with each of the demands set forth in this letter. CRH's outside counsel and litigation team are prepared to file such an action in the Delaware Court of Chancery on short notice, and CRH will not hesitate to do so if compliance is not forthcoming.
Your failure to respond to or comply with the demands set forth in this letter will be considered evidence of your willful disregard of your contractual obligations and will be relied upon by CRH as such in any subsequent legal proceedings. Similarly, the coordinated nature of the mass departure and the timing of the file downloads identified by CRH's forensic investigation will be presented as evidence of premeditation and willful misconduct.
Nothing in this letter shall be construed as a waiver, release, or relinquishment of any right, claim, or remedy available to CRH under the Employment Agreement, under applicable law, or otherwise. All such rights, claims, and remedies are expressly preserved and reserved, and CRH's decision to send this letter and afford you the opportunity to come into compliance shall not be deemed an election of remedies or a waiver of any right to pursue any other relief.
VII. Direction to Retain Counsel and Communicate Through Counsel
CRH strongly recommends that you retain experienced legal counsel to advise you regarding your obligations under the Employment Agreement and your legal exposure in connection with the matters described in this letter. If you have retained legal counsel, or when you do so, please direct your counsel to contact the undersigned immediately so that all future communications regarding this matter may be conducted through counsel.
All future communications regarding this matter should be directed to:
Bernard Crawford, Partner Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005 Telephone: (202) 555-7800
Email: bcrawford@calderwoodharkness.com
with a copy to:
Renata Vasquez, Partner Calderwood & Harkness LLP 601 South Figueroa Street, Suite 4200 Los Angeles, CA 90017 Telephone: (213) 555-3400
Email: rvasquez@calderwoodharkness.com
VIII. Closing
CRH expects your prompt and full compliance with each of the demands set forth in this letter. CRH has a strong preference for resolving this matter without the necessity of protracted and costly litigation and sincerely hopes that you will take the steps necessary to come into compliance with your contractual obligations immediately. However, CRH wishes to make clear that its willingness to afford you the opportunity to comply voluntarily should not be mistaken for any lack of resolve. CRH will not hesitate to pursue all available legal remedies — including emergency injunctive relief, damages, trade secret misappropriation claims, and claims for tortious interference and civil conspiracy — if you fail to comply with the demands set forth herein within the time periods specified.
Time is of the essence. CRH awaits your written response within five (5) business days of your receipt of this letter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Bernard Crawford Partner
Direct Dial: (202) 555-7812
Email: bcrawford@calderwoodharkness.com
cc:
Theresa Yun-Park, General Counsel, Cascade Retail Holdings Inc.
Roland Ashby, Chief People Officer, Cascade Retail Holdings Inc.
Renata Vasquez, Partner, Calderwood & Harkness LLP
Enclosures: Annex A-1 through A-7 (individualized to each recipient; each recipient receives only the Annex applicable to that individual)
ANNEX A-1
Restrictive Covenant Terms — Derek Linden
This Annex A-1 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Derek Linden and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.
Areas of Confidential Information Access:
During Mr. Linden's tenure as Vice President, Hardlines Merchandising, Mr. Linden had access to the following categories of CRH confidential information and trade secrets, among others:
•  Hardlines merchandising strategies, including category management plans, product assortment strategies, promotional calendars, and competitive positioning analyses for all hardlines product categories;
•  CRH's proprietary vendor negotiation playbooks applicable to hardlines vendors, including negotiating frameworks, counterparty intelligence files, target pricing structures, and historical deal terms;
•  Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the hardlines-specific expansion modules;
•  Private-label cost models for hardlines product categories, including landed cost analyses, margin targets, manufacturing specifications, and exclusive sourcing arrangements;
•  Seasonal buying algorithms as applied to hardlines categories, including proprietary demand forecasting models, inventory optimization tools, and seasonal allocation frameworks.
ANNEX A-2
Restrictive Covenant Terms — Sonia Kaczmarek
This Annex A-2 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Sonia Kaczmarek and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.
Areas of Confidential Information Access:
During Ms. Kaczmarek's tenure as Vice President, Softlines Merchandising, Ms. Kaczmarek had access to the following categories of CRH confidential information and trade secrets, among others:
•  Softlines merchandising strategies, including apparel category management plans, fashion trend forecasting analyses, seasonal assortment architectures, and brand partnership strategies;
•  Apparel sourcing and private-label strategy, including overseas and domestic sourcing arrangements, factory audit data, quality control specifications, private-label brand positioning, and cost-of-goods analyses;
•  Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the softlines and apparel-specific expansion modules;
•  Vendor negotiation term sheets for softlines vendors, including detailed pricing schedules, markdown allowances, return-to-vendor terms, co-op advertising commitments, and exclusive distribution arrangements.
ANNEX A-3
Restrictive Covenant Terms — Amara Osei
This Annex A-3 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Amara Osei and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.
Areas of Confidential Information Access:
During Ms. Osei's tenure as Director, Private Label Strategy, Ms. Osei had access to the following categories of CRH confidential information and trade secrets, among others:
•  Private-label sourcing strategies across all product categories, including supplier identification and vetting methodologies, factory selection criteria, supply chain logistics, and exclusive manufacturing arrangements;
•  Private-label cost models, including detailed landed cost analyses, raw material pricing, duty and tariff structures, freight cost modeling, and margin targets for each private-label brand and product line;
•  Margin targets for private-label programs, including category-level and SKU-level gross margin objectives, promotional markdown strategies, and profitability benchmarks;
•  Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the private-label growth and brand development modules.
ANNEX A-4
Restrictive Covenant Terms — Brent Halvorsen
This Annex A-4 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Brent Halvorsen and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.
Areas of Confidential Information Access:
During Mr. Halvorsen's tenure as Director, Seasonal Planning & Analytics, Mr. Halvorsen had access to the following categories of CRH confidential information and trade secrets, among others:
•  Seasonal planning models, including proprietary frameworks for seasonal buy planning, open-to-buy management, seasonal inventory allocation, and end-of-season liquidation strategies;
•  Seasonal buying algorithms, including CRH's proprietary quantitative models for demand forecasting, weather-adjusted sales projections, seasonal trend analysis, and inventory replenishment optimization;
•  Category analytics, including product category performance dashboards, competitive benchmarking analyses, market share data, and category profitability models;
•  Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the seasonal strategy and analytics modules.
ANNEX A-5
Restrictive Covenant Terms — Lucia Fernandez-Gill
This Annex A-5 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Lucia Fernandez-Gill and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.
Areas of Confidential Information Access:
During Ms. Fernandez-Gill's tenure as Director, Vendor Relations (Domestic), Ms. Fernandez-Gill had access to the following categories of CRH confidential information and trade secrets, among others:
•  Domestic vendor relationships, including CRH's complete domestic vendor roster, vendor performance scorecards, vendor tier classifications, and strategic vendor partnership agreements;
•  Vendor negotiation playbooks applicable to domestic vendors, including CRH's proprietary negotiating frameworks, historical deal analyses, counterparty financial assessments, and negotiation strategy guidelines;
•  Vendor negotiation term sheets, including detailed pricing schedules, payment terms, volume discount structures, rebate arrangements, co-op marketing commitments, and exclusivity provisions;
•  Vendor pricing and contract terms, including current and historical pricing across all product categories sourced from domestic vendors, contract renewal timelines, and contractual performance benchmarks;
•  Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the vendor strategy and domestic sourcing modules.
ANNEX A-6
Restrictive Covenant Terms — Nathan Tsao
This Annex A-6 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Nathan Tsao and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.
Areas of Confidential Information Access:
During Mr. Tsao's tenure as Senior Manager, eCommerce Merchandising, Mr. Tsao had access to the following categories of CRH confidential information and trade secrets, among others:
•  eCommerce merchandising strategies, including CRH's digital-first category management plans, online-exclusive product development strategies, marketplace integration frameworks, and digital promotional calendars;
•  eCommerce assortment algorithms, including CRH's proprietary algorithmic models for online product assortment optimization, search ranking and relevancy tuning, personalized recommendation engines, and A/B testing frameworks for digital merchandising;
•  Customer segmentation data, including CRH's proprietary customer behavior analyses, lifetime value models, channel attribution data, demographic and psychographic profiles, purchase propensity scoring, and targeted marketing segment definitions;
•  Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the eCommerce growth and digital merchandising modules.
ANNEX A-7
Restrictive Covenant Terms — Kira Johansson
This Annex A-7 is attached to and incorporated by reference into the cease-and-desist letter dated February 25, 2025, from Calderwood & Harkness LLP on behalf of Cascade Retail Holdings Inc. ("CRH"), addressed to Kira Johansson and the other named recipients (the "Letter"). Capitalized terms used but not defined in this Annex have the meanings given to them in the Letter.
Areas of Confidential Information Access:
During Ms. Johansson's tenure as Senior Manager, Category Analytics, Ms. Johansson had access to the following categories of CRH confidential information and trade secrets, among others:
•  Category analytics, including CRH's proprietary category performance dashboards, market share tracking models, competitive intelligence reports, category profitability analyses, and assortment productivity metrics;
•  Customer segmentation data, including CRH's proprietary customer behavior analyses, lifetime value models, demographic segmentation matrices, purchase frequency and recency analyses, and cross-category affinity scores;
•  Seasonal buying algorithms, including CRH's proprietary demand forecasting models, seasonal trend indices, sell-through rate projections, and inventory allocation optimization frameworks;
•  eCommerce assortment data, including CRH's online product catalog analytics, digital conversion metrics, search-driven merchandise performance data, and cross-channel assortment reconciliation models;
•  Project Ridgeline — full access to all workstreams and deliverables of CRH's confidential five-year category expansion roadmap, including the category analytics, customer insights, and data strategy modules.
CONFIDENTIALITY NOTICE: This letter and all attachments hereto are confidential and may contain information protected by the attorney-client privilege, the work product doctrine, or other applicable privileges. This letter is intended solely for the use of the addressee(s) identified herein. If you have received this letter in error, please notify the sender immediately and destroy all copies. Any unauthorized review, use, disclosure, or distribution of this letter or its contents is strictly prohibited.
Calderwood & Harkness LLP | Washington, DC | New York | Los Angeles | Chicago | London
Matter No. 1038-00006
Item | Detail
Full Name | Derek Linden
Former Title | Vice President, Hardlines Merchandising
Tenure at CRH | Approximately seven (7) years
Employment Agreement Date | March 12, 2018
Base Compensation (FY2024) | $340,000 per annum
Non-Competition Period | Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Competition Geographic Scope | United States of America
Non-Solicitation of Employees Period | Twenty-four (24) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2027)
Non-Solicitation of Vendors/Business Relationships Period | Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Confidentiality Obligations | Perpetual — no expiration
Governing Law | State of Delaware
Forum Selection | Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)
Item | Detail
Full Name | Sonia Kaczmarek
Former Title | Vice President, Softlines Merchandising
Tenure at CRH | Approximately five (5) years
Employment Agreement Date | June 22, 2020
Base Compensation (FY2024) | $325,000 per annum
Non-Competition Period | Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Competition Geographic Scope | United States of America
Non-Solicitation of Employees Period | Twenty-four (24) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2027)
Non-Solicitation of Vendors/Business Relationships Period | Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Confidentiality Obligations | Perpetual — no expiration
Governing Law | State of Delaware
Forum Selection | Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)
Item | Detail
Full Name | Amara Osei
Former Title | Director, Private Label Strategy
Tenure at CRH | Approximately four (4) years
Employment Agreement Date | January 11, 2021
Base Compensation (FY2024) | $265,000 per annum
Non-Competition Period | Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Non-Competition Geographic Scope | United States of America
Non-Solicitation of Employees Period | Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Solicitation of Vendors/Business Relationships Period | Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Confidentiality Obligations | Perpetual — no expiration
Governing Law | State of Delaware
Forum Selection | Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)
Item | Detail
Full Name | Brent Halvorsen
Former Title | Director, Seasonal Planning & Analytics
Tenure at CRH | Approximately six (6) years
Employment Agreement Date | September 3, 2019
Base Compensation (FY2024) | $258,000 per annum
Non-Competition Period | Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Non-Competition Geographic Scope | United States of America
Non-Solicitation of Employees Period | Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Solicitation of Vendors/Business Relationships Period | Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Confidentiality Obligations | Perpetual — no expiration
Governing Law | State of Delaware
Forum Selection | Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)
Item | Detail
Full Name | Lucia Fernandez-Gill
Former Title | Director, Vendor Relations (Domestic)
Tenure at CRH | Approximately five (5) years
Employment Agreement Date | April 6, 2020
Base Compensation (FY2024) | $248,000 per annum
Non-Competition Period | Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Non-Competition Geographic Scope | United States of America
Non-Solicitation of Employees Period | Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Solicitation of Vendors/Business Relationships Period | Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Confidentiality Obligations | Perpetual — no expiration
Governing Law | State of Delaware
Forum Selection | Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)
Item | Detail
Full Name | Nathan Tsao
Former Title | Senior Manager, eCommerce Merchandising
Tenure at CRH | Approximately three (3) years
Employment Agreement Date | August 15, 2022
Base Compensation (FY2024) | $195,000 per annum
Non-Competition Period | Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Non-Competition Geographic Scope | United States of America
Non-Solicitation of Employees Period | Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Solicitation of Vendors/Business Relationships Period | Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Confidentiality Obligations | Perpetual — no expiration
Governing Law | State of Delaware
Forum Selection | Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)
Item | Detail
Full Name | Kira Johansson
Former Title | Senior Manager, Category Analytics
Tenure at CRH | Approximately four (4) years
Employment Agreement Date | February 1, 2021
Base Compensation (FY2024) | $192,000 per annum
Non-Competition Period | Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Non-Competition Geographic Scope | United States of America
Non-Solicitation of Employees Period | Eighteen (18) months following the date of termination of employment (i.e., from February 7, 2025 through approximately August 7, 2026)
Non-Solicitation of Vendors/Business Relationships Period | Twelve (12) months following the date of termination of employment (i.e., from February 7, 2025 through approximately February 7, 2026)
Confidentiality Obligations | Perpetual — no expiration
Governing Law | State of Delaware
Forum Selection | Delaware Court of Chancery (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware)

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ANNEX A-1

ANNEX A-2

ANNEX A-3

ANNEX A-4

ANNEX A-5

ANNEX A-6

ANNEX A-7

Record

Parties

Dates

Amounts