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EXHIBIT A

MODIFIED RESTRICTIVE COVENANT TERMS

Exhibit A to that certain Standstill and Settlement Agreement (the "Agreement"), dated as of April 14, 2025, by and among Cascade Retail Holdings Inc., a Delaware corporation ("CRH" or the "Company"), Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (each, a "Restricted Individual" and collectively, the "Restricted Individuals"), and Verdana Commerce Group, Inc., a Delaware corporation ("VCG" or "Verdana").

This Exhibit A sets forth the modified restrictive covenant terms that supersede and replace, in their entirety, the corresponding restrictive covenant provisions contained in each Restricted Individual's employment agreement with CRH (each, an "Original Employment Agreement"), as identified in Schedule 1 hereto. For the avoidance of doubt, the modifications set forth herein were negotiated as part of the comprehensive settlement of the claims and counterclaims pending in the Delaware Court of Chancery, C.A. No. 2025-0198-MTZ, and represent the agreed-upon balance of protections for CRH's legitimate business interests and the Restricted Individuals' ability to pursue their livelihoods. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

SECTION 1: DEFINITIONS

As used in this Exhibit A, the following terms shall have the meanings set forth below. To the extent that a term is defined both in this Section 1 and elsewhere in this Exhibit A, the definition set forth in this Section 1 shall govern unless the context clearly requires otherwise.

"Affiliate" means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, Greystone Capital Partners, LP and Greystone Capital Fund VII, LP shall be deemed Affiliates of VCG for all purposes under this Exhibit A, and any portfolio company in which Greystone Capital Partners, LP or Greystone Capital Fund VII, LP holds, directly or indirectly, a controlling interest shall likewise be deemed an Affiliate of VCG.

"Company" means Cascade Retail Holdings Inc., a Delaware corporation, together with its direct and indirect subsidiaries, with its principal offices located at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119.

"Compliance Monitor" means Aldwyn Compliance Solutions LLC, the independent compliance monitor appointed pursuant to Section 6 of the Agreement and the Compliance Monitoring Protocol set forth in Exhibit D thereto, with its principal offices located at 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103, or any successor compliance monitor appointed in accordance with the procedures set forth in the Agreement.

"Confidential Information" shall have the meaning set forth in Section 5 of this Exhibit A. For the avoidance of doubt, the term "Confidential Information" includes all information identified as proprietary or confidential in any Original Employment Agreement, including without limitation all information, documents, files, analyses, strategies, and materials related to the initiative internally designated by CRH as "Project Ridgeline."

"Effective Date" means April 14, 2025, the date of execution of the Agreement.

"Non-Compete Period" means, with respect to each Restricted Individual, the applicable period of non-competition set forth in Section 2.2 of this Exhibit A, as measured from the Resignation Date.

"Non-Compete Restricted Categories" means the three (3) product categories identified and defined in Section 2.3 of this Exhibit A, to which the non-competition obligations under this Exhibit A are limited.

"Non-Solicitation Period (Employees)" means, with respect to each Restricted Individual, the applicable period of non-solicitation of employees set forth in Section 3.2 of this Exhibit A.

"Non-Solicitation Period (Vendors)" means, with respect to each Restricted Individual, the applicable period of non-solicitation of vendors set forth in Section 4.2 of this Exhibit A.

"Original Employment Agreement" means, with respect to each Restricted Individual, the employment agreement between such Restricted Individual and CRH (or its predecessor-in-interest), as identified in Schedule 1 to this Exhibit A, together with all amendments, addenda, exhibits, and schedules thereto.

"Resignation Date" means February 7, 2025, the date on which each of the eight (8) Restricted Individuals resigned from his or her employment with CRH or its subsidiaries. The parties acknowledge and agree that all eight Restricted Individuals submitted their resignations on the same date and that the Resignation Date is the same for all Restricted Individuals for purposes of calculating all restricted periods under this Exhibit A.

"Restricted Territory" means the United States of America, including all fifty (50) states, the District of Columbia, and all U.S. territories and possessions. The Restricted Territory is consistent with the geographic scope of the non-competition provisions contained in each Original Employment Agreement, and the parties acknowledge that the Restricted Territory reflects the geographic scope of CRH's business operations.

"Top 50 Vendors" means the fifty (50) vendors of CRH identified on the confidential list set forth in Exhibit C to the Agreement (which Exhibit C has been filed under seal with the Delaware Court of Chancery), ranked by aggregate CRH spend for the fiscal year ended January 31, 2025 (fiscal year 2024).

"VCG" means Verdana Commerce Group, Inc., a Delaware corporation, together with its direct and indirect subsidiaries, with its principal offices located at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801.

SECTION 2: MODIFIED NON-COMPETITION OBLIGATIONS

2.1 General Obligation

Each Restricted Individual covenants and agrees that, during the applicable Non-Compete Period set forth in Section 2.2 below, such Restricted Individual shall not, directly or indirectly, whether as an employee, officer, director, consultant, independent contractor, advisor, partner, joint venturer, member, manager, principal, agent, or in any other capacity, engage in, be employed by, consult for, own (other than Permitted Passive Ownership, as defined below), manage, operate, control, or participate in the ownership, management, operation, or control of, or be connected in any manner with, any business, enterprise, or endeavor that competes with CRH in any of the Non-Compete Restricted Categories within the Restricted Territory.

The foregoing obligation applies to employment or engagement by VCG, any Affiliate of VCG (including, without limitation, Greystone Capital Partners, LP, Greystone Capital Fund VII, LP, and any portfolio company of the foregoing), or any other person, firm, corporation, partnership, limited liability company, or other entity of any kind. Without limiting the generality of the foregoing, the non-competition restriction set forth in this Section 2.1 covers any role, function, or responsibility involving merchandising, buying, sourcing, category management, pricing strategy, vendor negotiation, product development, private-label strategy, assortment planning, inventory allocation, demand forecasting within the Non-Compete Restricted Categories, or any analogous function within the Non-Compete Restricted Categories, regardless of the title or designation of the position held by the Restricted Individual.

For purposes of this Section 2, "Permitted Passive Ownership" means the ownership of not more than two percent (2%) of the outstanding equity securities of any entity whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that such ownership is purely passive and the Restricted Individual does not otherwise participate in the management or operations of such entity in any capacity related to the Non-Compete Restricted Categories.

2.2 Non-Compete Periods

The Non-Compete Period applicable to each Restricted Individual shall be as follows:

(a) Priya Rathore. The Non-Compete Period applicable to Priya Rathore shall be twelve (12) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on February 6, 2026. The parties acknowledge that this twelve (12) month Non-Compete Period represents a reduction from the eighteen (18) month non-competition period contained in Section 8(a) of Ms. Rathore's Amended and Restated Employment Agreement, dated March 15, 2021 (originally dated June 3, 2019), and that such reduction is part of the consideration for the settlement reflected in the Agreement.

(b) Derek Linden. The Non-Compete Period applicable to Derek Linden shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the eighteen (18) month non-competition period contained in his Original Employment Agreement.

(c) Sonia Kaczmarek. The Non-Compete Period applicable to Sonia Kaczmarek shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the eighteen (18) month non-competition period contained in her Original Employment Agreement.

(d) Amara Osei. The Non-Compete Period applicable to Amara Osei shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the twelve (12) month non-competition period contained in her Original Employment Agreement.

(e) Brent Halvorsen. The Non-Compete Period applicable to Brent Halvorsen shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the twelve (12) month non-competition period contained in his Original Employment Agreement.

(f) Lucia Fernandez-Gill. The Non-Compete Period applicable to Lucia Fernandez-Gill shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the twelve (12) month non-competition period contained in her Original Employment Agreement.

(g) Nathan Tsao. The Non-Compete Period applicable to Nathan Tsao shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the twelve (12) month non-competition period contained in his Original Employment Agreement.

(h) Kira Johansson. The Non-Compete Period applicable to Kira Johansson shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the twelve (12) month non-competition period contained in her Original Employment Agreement.

2.3 Non-Compete Restricted Categories

The non-competition obligation set forth in Section 2.1 of this Exhibit A is limited to the following three (3) product categories (collectively, the "Non-Compete Restricted Categories"):

(1) Home Goods. "Home Goods" is defined to include home décor, home furnishings, housewares, kitchenware, tabletop and dinnerware, bath products, bedding products, home textiles, accent furniture, decorative accessories, wall art and framing, candles and home fragrance, storage and organization products, and related accessories, in each case whether sold through brick-and-mortar retail locations, ecommerce platforms, direct-to-consumer channels, wholesale distribution, or any combination thereof.

(2) Seasonal Décor. "Seasonal Décor" is defined to include holiday decorations (including, without limitation, Christmas, Hanukkah, Easter, Halloween, Thanksgiving, Valentine's Day, and Independence Day decorations), seasonal outdoor décor, seasonal indoor décor, seasonal entertaining products (including serving ware, party supplies, and themed tableware), seasonal gifting items, and seasonal floral and botanical products, across all holidays and seasons recognized in the United States retail market.

(3) Private-Label Apparel. "Private-Label Apparel" is defined to include any apparel, clothing, or wearable accessories (including footwear, hats, scarves, belts, and similar items) sold under a private label, store brand, exclusive brand, or proprietary brand owned, controlled, or exclusively licensed by the employing entity or the entity for which the Restricted Individual provides services. For the avoidance of doubt, this category does not include national brands or third-party branded apparel that is not owned or controlled by the employing entity.

Clarification. The parties acknowledge and agree that the Non-Compete Restricted Categories set forth in this Section 2.3 replace and supersede the broader competitive restriction contained in the Original Employment Agreements, which, in each case, prohibited competition in all retail and ecommerce categories in which CRH conducted business. The narrowing of the competitive restriction to the three Non-Compete Restricted Categories is part of the consideration for the settlement reflected in the Agreement and reflects the categories in which CRH has the most significant protectable interests arising from the Restricted Individuals' respective roles and access to Confidential Information.

2.4 Permitted Activities During Non-Compete Period

Notwithstanding the restrictions set forth in Section 2.1, the following activities shall be permitted during the applicable Non-Compete Period:

(a) Each Restricted Individual may be employed by VCG, any Affiliate of VCG, or any other entity in roles, functions, and capacities that do not involve the Non-Compete Restricted Categories, provided that such Restricted Individual does not directly or indirectly perform, oversee, supervise, advise on, or contribute to any activities within the Non-Compete Restricted Categories, and provided further that VCG complies with the internal compliance procedures required by Section 2.5 below.

(b) Following the expiration of a Restricted Individual's applicable Non-Compete Period, that Restricted Individual may engage in any lawful activity, including activities within the Non-Compete Restricted Categories, subject to the continuing obligations set forth in Sections 3, 4, and 5 of this Exhibit A, which obligations survive the expiration of the Non-Compete Period in accordance with their respective terms.

(c) Permitted Passive Ownership (as defined in Section 2.1) shall not constitute a violation of this Section 2, and no Restricted Individual shall be deemed to be in breach of the non-competition obligation solely by reason of owning not more than two percent (2%) of the outstanding equity securities of any publicly traded entity, regardless of whether such entity competes with CRH in the Non-Compete Restricted Categories.

2.5 Verdana's Obligations

VCG covenants and agrees as follows with respect to the non-competition obligations set forth in this Section 2:

(a) VCG shall not assign, direct, instruct, request, or permit any Restricted Individual to perform duties, responsibilities, or functions within the Non-Compete Restricted Categories during that Restricted Individual's applicable Non-Compete Period. This obligation is absolute and shall not be excused by VCG's lack of knowledge of the Non-Compete Restricted Categories or the terms of this Exhibit A.

(b) VCG shall implement internal compliance procedures, including without limitation information barriers, access restrictions, and reporting protocols, to ensure that each Restricted Individual is effectively walled off from any business activities, teams, projects, data, and communications related to the Non-Compete Restricted Categories during that Restricted Individual's respective Non-Compete Period. Such internal compliance procedures shall be documented in writing, communicated to all relevant VCG personnel, and made available to the Compliance Monitor for verification in accordance with the Compliance Monitoring Protocol set forth in Exhibit D to the Agreement.

(c) VCG's obligations under this Section 2.5 apply to VCG and all of its Affiliates, including without limitation any portfolio company of Greystone Capital Partners, LP or Greystone Capital Fund VII, LP that operates in, or has business activities within, the Non-Compete Restricted Categories. VCG shall cause each such Affiliate and portfolio company to comply with the obligations set forth in this Section 2.5 to the same extent as if such Affiliate or portfolio company were a direct signatory to this Exhibit A.

SECTION 3: MODIFIED NON-SOLICITATION OF EMPLOYEES

3.1 General Obligation

Each Restricted Individual covenants and agrees that, during the Non-Solicitation Period (Employees) set forth in Section 3.2 below, such Restricted Individual shall not, directly or indirectly, whether on his or her own behalf or on behalf of VCG, any VCG Affiliate, or any other person or entity:

(a) solicit, recruit, hire, engage, or retain, or attempt to solicit, recruit, hire, engage, or retain, any person who is, or was within the six (6) months preceding the date of such solicitation, recruitment, hiring, engagement, or retention, an employee of CRH or any of its direct or indirect subsidiaries;

(b) encourage, induce, or cause, or attempt to encourage, induce, or cause, any such CRH employee to terminate, resign from, or otherwise cease his or her employment with CRH or any of its subsidiaries; or

(c) encourage, induce, or cause, or attempt to encourage, induce, or cause, any such CRH employee to accept employment with, or provide services to, VCG, any VCG Affiliate, or any other person or entity.

Exception for General Solicitations. Notwithstanding the foregoing, the restrictions in this Section 3.1 shall not prohibit general solicitations of employment through public job postings, advertisements, or similar general recruitment efforts that are not specifically targeted at CRH employees, provided that any such general solicitation does not involve the use of CRH Confidential Information (including organizational charts, employee directories, compensation data, or similar information) to identify, target, or reach CRH employees. For the avoidance of doubt, if a CRH employee responds to a general public posting without any specific solicitation by or on behalf of a Restricted Individual, and the Restricted Individual has not directly or indirectly encouraged such response, such response alone shall not constitute a violation of this Section 3.1, provided that the Restricted Individual promptly notifies the Compliance Monitor of such contact and takes no further action with respect to such CRH employee during the Non-Solicitation Period (Employees).

3.2 Non-Solicitation Period (Employees)

The Non-Solicitation Period (Employees) applicable to each Restricted Individual shall be eighteen (18) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on August 6, 2026.

This eighteen (18) month Non-Solicitation Period (Employees) applies uniformly to all eight (8) Restricted Individuals: Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson.

3.3 Verdana's Obligations Regarding Employee Non-Solicitation

VCG covenants and agrees as follows with respect to the non-solicitation of employees obligations set forth in this Section 3:

(a) VCG shall not, during the Non-Solicitation Period (Employees), directly or indirectly use any information provided by any Restricted Individual, or obtained through any Restricted Individual's former employment with CRH, to solicit, recruit, hire, or engage any employee of CRH or any of its subsidiaries. This prohibition includes, without limitation, the use of any CRH organizational charts, employee contact information, performance evaluations, compensation data, succession planning materials, or other personnel-related information that constitutes Confidential Information of CRH.

(b) VCG shall instruct, in writing, any and all third-party recruiting firms, executive search firms, staffing agencies, and similar talent acquisition vendors engaged by VCG or its Affiliates to screen against the solicitation or recruitment of CRH employees during the Non-Solicitation Period (Employees). VCG shall maintain written records of such instructions and make such records available to the Compliance Monitor upon request.

(c) VCG shall promptly notify the Compliance Monitor in writing if VCG becomes aware that any Restricted Individual has received an unsolicited communication from a CRH employee regarding potential employment with VCG, and VCG shall not take any action with respect to such CRH employee unless and until the Compliance Monitor has confirmed that the engagement would not violate the terms of this Section 3.

SECTION 4: MODIFIED NON-SOLICITATION OF VENDORS

4.1 General Obligation

Each Restricted Individual covenants and agrees that, during the Non-Solicitation Period (Vendors) set forth in Section 4.2 below, such Restricted Individual shall not, directly or indirectly, whether on his or her own behalf or on behalf of VCG, any VCG Affiliate, or any other person or entity:

(a) solicit, contact, or communicate with any Top 50 Vendor for the purpose of diverting or redirecting business, orders, or purchasing volume away from CRH to VCG, any VCG Affiliate, or any other person or entity;

(b) solicit, contact, or communicate with any Top 50 Vendor for the purpose of obtaining pricing, terms, conditions, rebate structures, promotional allowances, or other commercial arrangements comparable to, derived from, or informed by CRH's proprietary vendor arrangements, vendor negotiation playbooks, or Confidential Information; or

(c) solicit, contact, or communicate with any Top 50 Vendor for the purpose of interfering with, undermining, or disrupting CRH's existing or prospective vendor relationships, including without limitation any pending or anticipated vendor contract renewals, exclusive supply arrangements, or co-development agreements.

Exception for Pre-Existing VCG Vendor Relationships. Notwithstanding the foregoing, the restrictions in this Section 4.1 shall not prohibit VCG from maintaining and continuing independent, pre-existing vendor relationships that were in place between VCG (or its Affiliates) and any Top 50 Vendor prior to the Resignation Date (February 7, 2025), provided that: (i) the Restricted Individuals do not participate in, advise on, influence, or have any involvement with such pre-existing vendor relationships during the Non-Solicitation Period (Vendors); (ii) VCG can demonstrate, through contemporaneous documentation, that the vendor relationship existed prior to the Resignation Date; and (iii) any expansion of such pre-existing vendor relationships into the Non-Compete Restricted Categories is subject to the restrictions set forth in Section 2 of this Exhibit A. The burden of establishing the existence and scope of any such pre-existing vendor relationship shall rest with VCG.

4.2 Non-Solicitation Period (Vendors)

The Non-Solicitation Period (Vendors) applicable to each Restricted Individual shall be twelve (12) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on February 6, 2026.

This twelve (12) month Non-Solicitation Period (Vendors) applies uniformly to all eight (8) Restricted Individuals: Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson.

4.3 Identification of Top 50 Vendors

The Top 50 Vendors subject to the non-solicitation restrictions of this Section 4 are identified by name, address, and CRH vendor identification number on the confidential list set forth in Exhibit C to the Agreement. Exhibit C has been filed under seal with the Delaware Court of Chancery pursuant to the Stipulated Confidentiality and Protective Order entered in C.A. No. 2025-0198-MTZ, and shall be made available only to the parties, their counsel of record, the Compliance Monitor, and any persons authorized by the Court.

The Top 50 Vendor list is based on CRH's aggregate vendor spend for fiscal year 2024 (the fiscal year ended January 31, 2025) and is fixed as of the Effective Date. The list is not subject to modification, supplementation, or amendment during the Non-Solicitation Period (Vendors), regardless of any changes in CRH's vendor relationships or spending patterns after the Effective Date.

4.4 Verdana's Obligations Regarding Vendor Non-Solicitation

VCG covenants and agrees as follows with respect to the non-solicitation of vendors obligations set forth in this Section 4:

(a) VCG shall not direct, instruct, request, or permit any Restricted Individual to contact, communicate with, meet with, or otherwise engage with any Top 50 Vendor in connection with VCG's business in the Non-Compete Restricted Categories, or for any purpose that could reasonably result in a violation of Section 4.1 of this Exhibit A, during the Non-Solicitation Period (Vendors).

(b) VCG shall implement internal procedures, verified and approved by the Compliance Monitor, to ensure the effective segregation of all Restricted Individuals from any interactions, meetings, negotiations, communications (whether written, electronic, or verbal), or other contacts with Top 50 Vendors during the Non-Solicitation Period (Vendors). Such procedures shall include, at a minimum: (i) written designation of specific VCG personnel (other than the Restricted Individuals) authorized to manage Top 50 Vendor relationships; (ii) access restrictions preventing Restricted Individuals from viewing vendor files, communications, or data related to Top 50 Vendors; and (iii) quarterly certifications by VCG's General Counsel or Chief Compliance Officer confirming compliance with this Section 4.4.

(c) VCG shall maintain records of all communications between VCG and any Top 50 Vendor during the Non-Solicitation Period (Vendors) and shall make such records available to the Compliance Monitor upon reasonable request.

SECTION 5: CONTINUING CONFIDENTIALITY OBLIGATIONS

5.1 Scope of Confidentiality Obligations

Each Restricted Individual acknowledges and agrees that his or her perpetual confidentiality obligations as set forth in the applicable Original Employment Agreement remain in full force and effect and are not modified, limited, or superseded by this Exhibit A or by the Agreement. Nothing in this Exhibit A or the Agreement shall be construed as a waiver, release, or diminution of CRH's rights under the confidentiality provisions of the Original Employment Agreements, under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), or under any other applicable law.

For purposes of this Exhibit A, "Confidential Information" includes, without limitation, the following categories of information, whether in written, electronic, oral, visual, or other form:

(a) all materials, documents, analyses, presentations, projections, strategic plans, and financial models related to the initiative internally designated by CRH as "Project Ridgeline" (the five-year category expansion roadmap developed by CRH's Strategic Initiatives group between 2023 and 2025);

(b) proprietary vendor negotiation playbooks, including vendor-specific negotiation strategies, margin targets, promotional calendars, markdown cadences, and co-op advertising templates;

(c) seasonal buying algorithms, including demand forecasting models, seasonal allocation frameworks, historical sell-through analytics, and inventory optimization protocols;

(d) private-label sourcing strategies, including factory identification and qualification data, cost models, bill-of-materials analyses, duty and tariff planning documents, and quality assurance protocols;

(e) customer segmentation data, including loyalty program analytics, customer lifetime value models, cohort analyses, and personalization algorithms;

(f) ecommerce assortment algorithms, including product recommendation engines, search ranking methodologies, digital merchandising rules, and A/B testing frameworks;

(g) vendor negotiation term sheets, including current and historical pricing schedules, volume discount structures, payment terms, rebate agreements, and exclusive supply arrangements; and

(h) any and all other information that is subject to confidentiality protections under the applicable Original Employment Agreement, that constitutes a trade secret under DUTSA, or that is not generally known to the public and derives independent economic value from not being generally known.

5.2 Data Return and Destruction

Each Restricted Individual's obligations regarding the return, sequestration, and certified destruction of CRH data, documents, and materials are set forth in Exhibit B to the Agreement (the "Data Return and Destruction Protocol") and are incorporated herein by reference as if set forth in full.

Without limiting the generality of the foregoing, the parties acknowledge and agree that all 14,327 files (comprising approximately 2.8 gigabytes of data) identified by Pinnacle Forensics LLC as having been exfiltrated from CRH's Aldermere Systems and Pinnacle Health IT environments between January 10, 2025 and February 4, 2025 must be returned to CRH or permanently destroyed within ten (10) business days of the Effective Date, in accordance with the procedures specified in Exhibit B. Such return or destruction shall include all copies, duplicates, excerpts, summaries, analyses, compilations, and derivative works created from or incorporating any portion of such files, regardless of the medium on which they are stored.

Compliance with the data return and destruction obligations set forth in this Section 5.2 and in Exhibit B is subject to verification by Pinnacle Forensics LLC through an independent forensic audit of the personal devices, accounts, and storage media of each Restricted Individual and the corporate systems, devices, and storage media of VCG and its Affiliates. The independent forensic audit shall be conducted at VCG's sole cost and expense, subject to a fee cap of One Hundred Seventy-Five Thousand Dollars ($175,000.00), as further detailed in Exhibit B. Each Restricted Individual and VCG shall cooperate fully with Pinnacle Forensics LLC in connection with such audit, including by providing reasonable access to devices, accounts, and systems and by executing any authorizations or consents necessary to facilitate the audit.

5.3 Verdana's Obligations Regarding Confidentiality

VCG represents and warrants to CRH as follows:

(a) VCG has not used, and shall not use, directly or indirectly, any Confidential Information of CRH in the conduct of VCG's business, including without limitation in connection with VCG's merchandising, sourcing, vendor management, pricing, product development, category planning, or any other business activity.

(b) VCG shall cooperate fully and in good faith with the independent forensic audit conducted by Pinnacle Forensics LLC and with the Compliance Monitor's verification procedures. Such cooperation shall include, without limitation, providing timely access to VCG's information technology systems, corporate email accounts, shared drives, cloud storage environments, and any other repositories in which Confidential Information of CRH may reside or may have been stored, transmitted, or processed.

(c) Any Confidential Information of CRH that has been received by, is in the possession of, or is under the control of VCG or any of its Affiliates (including Greystone Capital Partners, LP, Greystone Capital Fund VII, LP, and their respective portfolio companies) shall be immediately identified, sequestered, and destroyed in accordance with the procedures set forth in Exhibit B. VCG shall provide written certification to CRH and the Compliance Monitor confirming the completion of such identification, sequestration, and destruction within the timeframes specified in Exhibit B.

SECTION 6: ENFORCEMENT AND REMEDIES

6.1 Incorporation into Consent Order

The modified restrictive covenant terms set forth in this Exhibit A shall be incorporated into a Consent Order (the "Consent Order") to be entered by the Honorable Vice Chancellor Margaret T. Zhao in the Delaware Court of Chancery in the matter styled Cascade Retail Holdings Inc. v. Verdana Commerce Group, Inc., et al., C.A. No. 2025-0198-MTZ. The form of Consent Order is attached to the Agreement as Exhibit E. The parties shall cooperate in the submission of the proposed Consent Order to Vice Chancellor Zhao within five (5) business days of the Effective Date.

The Delaware Court of Chancery shall retain continuing jurisdiction over the parties and the subject matter of this Exhibit A for purposes of enforcing the terms hereof through the Consent Order, including without limitation through contempt proceedings, orders to show cause, sanctions, and such other relief as the Court may deem appropriate. Each Restricted Individual and VCG irrevocably consent to the personal jurisdiction of the Delaware Court of Chancery for purposes of enforcing the Consent Order and the terms of this Exhibit A.

6.2 Injunctive Relief

Each Restricted Individual acknowledges and agrees that the covenants and obligations set forth in this Exhibit A are reasonable and necessary for the protection of CRH's legitimate business interests, that a breach or threatened breach of any such covenant or obligation would cause irreparable harm to CRH that cannot be adequately compensated by monetary damages alone, and that the harm to CRH from any such breach would be difficult or impossible to measure with precision.

Accordingly, in the event of any breach or threatened breach of any provision of this Exhibit A, CRH shall be entitled to seek and obtain temporary restraining orders, preliminary injunctions, permanent injunctions, and such other equitable relief as may be appropriate from the Delaware Court of Chancery, without the necessity of proving actual damages or irreparable harm (which shall be presumed) and without the necessity of posting a bond or other security (except as may be required by applicable law and not subject to waiver). The right to seek injunctive relief shall be in addition to, and not in lieu of, any other rights or remedies available to CRH at law or in equity, including the right to recover monetary damages.

6.3 Extension for Violation

If any Restricted Individual is found by a court of competent jurisdiction, by the Compliance Monitor (subject to confirmation by the Court), or by agreement of the parties, to have violated any Non-Compete Period, Non-Solicitation Period (Employees), or Non-Solicitation Period (Vendors), the applicable restricted period shall be automatically tolled for the duration of such violation and shall be extended by a period equal to the duration of such violation, such that the Restricted Individual is required to serve the full, uninterrupted period of restriction from the date on which the violation ceases. For purposes of this Section 6.3, the duration of a violation shall be measured from the date on which the violating conduct commenced (or, if the exact commencement date cannot be determined, the earliest date on which the violation is reasonably believed to have commenced) through the date on which the violation is cured or permanently enjoined.

6.4 Compliance Monitoring

The Compliance Monitor (Aldwyn Compliance Solutions LLC) shall monitor compliance with the terms of this Exhibit A for a period of twelve (12) months from the Effective Date (i.e., from April 14, 2025 through April 13, 2026), in accordance with the Compliance Monitoring Protocol set forth in Exhibit D to the Agreement and the detailed procedures annex attached thereto.

The Compliance Monitor's responsibilities shall include, without limitation: (a) verifying VCG's implementation and maintenance of the internal compliance procedures required by Sections 2.5, 3.3, and 4.4 of this Exhibit A; (b) reviewing quarterly compliance certifications submitted by VCG and each Restricted Individual; (c) conducting unannounced compliance checks of VCG's systems and facilities, upon reasonable notice, to verify segregation of Restricted Individuals from the Non-Compete Restricted Categories and Top 50 Vendor interactions; and (d) preparing and submitting quarterly reports on compliance status.

Quarterly reports from the Compliance Monitor shall be provided simultaneously to counsel for CRH, counsel for VCG, and counsel for the Restricted Individuals, and shall be made available to the Court upon request by any party or upon the Court's own initiative. The first quarterly report shall be due on or before July 14, 2025, with subsequent reports due on or before October 14, 2025, January 14, 2026, and April 14, 2026.

6.5 Verdana's Liability

VCG acknowledges and agrees that it is independently and directly obligated to ensure that no Restricted Individual employed by or engaged with VCG or any VCG Affiliate violates any of the terms of this Exhibit A while in VCG's employ or under VCG's direction. This obligation is not contingent upon or secondary to the obligations of the Restricted Individuals themselves, and VCG shall not be excused from liability by reason of any Restricted Individual's independent breach.

VCG shall be jointly and severally liable with the applicable Restricted Individual for any breach of this Exhibit A that occurs in connection with, arises out of, or is related to the Restricted Individual's employment by, engagement with, or provision of services to VCG or any VCG Affiliate. Such joint and several liability shall extend to all remedies available to CRH, including injunctive relief, monetary damages, attorneys' fees, costs, and expenses.

SECTION 7: GENERAL PROVISIONS

7.1 Severability and Judicial Modification

If any provision of this Exhibit A, or the application of any provision to any person, entity, or circumstance, is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, including without limitation because the provision is deemed to be overbroad in scope, duration, geographic reach, or activity restriction, the court is expressly authorized and requested by the parties to modify such provision to the minimum extent necessary to render it valid, legal, and enforceable, consistent with the parties' original intent to protect CRH's legitimate business interests to the fullest extent permitted by applicable law.

The invalidity, illegality, or unenforceability of any single provision of this Exhibit A shall not affect the validity, legality, or enforceability of the remaining provisions of this Exhibit A, each of which shall remain in full force and effect. The parties intend that the restrictive covenants contained in this Exhibit A shall be enforced to the fullest extent permitted by applicable law and that any judicial modification pursuant to this Section 7.1 shall be the minimum modification necessary to achieve enforceability.

7.2 Governing Law

This Exhibit A shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction. The parties acknowledge that the governing law provision set forth in this Section 7.2 is consistent with the governing law provisions contained in each Original Employment Agreement, all of which designate Delaware law as the governing law.

7.3 Waiver. No failure or delay by CRH, VCG, or any Restricted Individual in exercising any right, power, or privilege under this Exhibit A shall operate as a waiver thereof, and no single or partial exercise of any right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any breach of any provision of this Exhibit A shall constitute a waiver of any other or subsequent breach of the same or any other provision.

No waiver of any provision of this Exhibit A shall be effective unless such waiver is in writing and signed by the party against whom enforcement of the waiver is sought. Any such written waiver shall be limited to the specific instance and purpose for which it is given and shall not be construed as a waiver of any subsequent breach or as a modification of any provision of this Exhibit A.

7.4 Relationship to Original Employment Agreements

Except as expressly modified, superseded, and replaced by this Exhibit A and the Agreement, all terms and conditions of each Restricted Individual's Original Employment Agreement shall remain in full force and effect, including without limitation any provisions relating to inventions assignment, indemnification, arbitration of disputes not related to the restrictive covenants set forth herein, and any other obligations that are not addressed by this Exhibit A.

In the event of any conflict, inconsistency, or ambiguity between the terms of this Exhibit A and the terms of any Original Employment Agreement with respect to the subject matter hereof (i.e., non-competition, non-solicitation of employees, non-solicitation of vendors, and confidentiality obligations), the terms of this Exhibit A shall control and supersede the corresponding terms of the Original Employment Agreement. For the avoidance of doubt, this Exhibit A does not modify, amend, or supersede any provision of any Original Employment Agreement that addresses subjects other than the restrictive covenants set forth herein.

7.5 Successors and Assigns

The obligations of each Restricted Individual under this Exhibit A are personal in nature and may not be delegated or assigned by any Restricted Individual to any other person or entity without the prior written consent of CRH, which consent may be withheld in CRH's sole and absolute discretion.

CRH's rights under this Exhibit A shall inure to the benefit of CRH and its successors, assigns, and Affiliates, including without limitation any entity that acquires all or substantially all of the assets or equity of CRH, whether by merger, consolidation, stock purchase, asset purchase, or otherwise.

VCG's obligations under this Exhibit A shall be binding upon VCG and its successors, assigns, and Affiliates, including without limitation Greystone Capital Partners, LP, Greystone Capital Fund VII, LP, and any portfolio company of the foregoing that employs, engages, or receives services from any Restricted Individual. Any assignment, transfer, or delegation by VCG of its obligations under this Exhibit A shall not relieve VCG of its obligations hereunder without the prior written consent of CRH.

SCHEDULE 1 TO EXHIBIT A

IDENTIFICATION OF ORIGINAL EMPLOYMENT AGREEMENTS

The following table identifies each Restricted Individual, his or her former title at CRH, the applicable Original Employment Agreement, the governing law of such agreement, and the original and modified non-compete durations:

Copies of each Original Employment Agreement are maintained by counsel for CRH (Bramwell & Penrose LLP) and counsel for the Restricted Individuals and VCG, and have been lodged with the Court under seal in connection with C.A. No. 2025-0198-MTZ.

SCHEDULE 2 TO EXHIBIT A

SUMMARY TABLE OF ALL MODIFIED RESTRICTIVE COVENANT PERIODS

The following table summarizes all modified restrictive covenant periods applicable to the Restricted Individuals under this Exhibit A:

For the avoidance of doubt, the expiration of any individual restrictive covenant period does not affect the continuing applicability of any other restrictive covenant period that has not yet expired. Each obligation set forth in this Exhibit A is independent of the others and shall be enforceable regardless of the enforceability of any other obligation. The tolling and extension provisions of Section 6.3 of this Exhibit A apply to each restricted period independently.

This Exhibit A, including Schedule 1 and Schedule 2, constitutes an integral part of the Standstill and Settlement Agreement dated April 14, 2025. In the event of any conflict between this Exhibit A and the body of the Agreement, the Agreement shall control, except to the extent that this Exhibit A provides greater specificity with respect to the restrictive covenant terms, in which case the specific terms of this Exhibit A shall govern. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

Restricted Individual	Title (Former)	Original Employment Agreement Date	Governing Law	Original Non-Compete Duration	Modified Non-Compete Duration	Modified Non-Compete Expiration
Priya Rathore	SVP, Merchandising	Amended and Restated Employment Agreement dated March 15, 2021 (original dated June 3, 2019)	Delaware	18 months	12 months	February 6, 2026
Derek Linden	VP, Hardlines Merchandising	Employment Agreement dated September 12, 2018	Delaware	18 months	9 months	November 6, 2025
Sonia Kaczmarek	VP, Softlines Merchandising	Employment Agreement dated March 22, 2020	Delaware	18 months	9 months	November 6, 2025
Amara Osei	Director, Private Label Strategy	Employment Agreement dated April 8, 2021	Delaware	12 months	9 months	November 6, 2025
Brent Halvorsen	Director, Seasonal Planning & Analytics	Employment Agreement dated January 15, 2019	Delaware	12 months	9 months	November 6, 2025
Lucia Fernandez-Gill	Director, Vendor Relations (Domestic)	Employment Agreement dated June 1, 2020	Delaware	12 months	9 months	November 6, 2025
Nathan Tsao	Senior Manager, eCommerce Merchandising	Employment Agreement dated August 14, 2022	Delaware	12 months	9 months	November 6, 2025
Kira Johansson	Senior Manager, Category Analytics	Employment Agreement dated February 28, 2021	Delaware	12 months	9 months	November 6, 2025
Obligation Type	Restricted Individual(s)	Commencement Date	Duration	Expiration Date	Scope / Limitation
Non-Competition	Priya Rathore	February 7, 2025	12 months	February 6, 2026	Home Goods, Seasonal Décor, Private-Label Apparel; United States
Non-Competition	Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, Kira Johansson	February 7, 2025	9 months	November 6, 2025	Home Goods, Seasonal Décor, Private-Label Apparel; United States
Non-Solicitation (Employees)	All eight (8) Restricted Individuals	February 7, 2025	18 months	August 6, 2026	CRH employees (current and those employed within prior 6 months)
Non-Solicitation (Vendors)	All eight (8) Restricted Individuals	February 7, 2025	12 months	February 6, 2026	Top 50 CRH Vendors (as identified in Exhibit C, filed under seal)
Confidentiality	All eight (8) Restricted Individuals	Perpetual	Perpetual	N/A	All Confidential Information per Original Employment Agreements and DUTSA

EXHIBIT A
MODIFIED RESTRICTIVE COVENANT TERMS
Exhibit A to that certain Standstill and Settlement Agreement (the "Agreement"), dated as of April 14, 2025, by and among Cascade Retail Holdings Inc., a Delaware corporation ("CRH" or the "Company"), Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (each, a "Restricted Individual" and collectively, the "Restricted Individuals"), and Verdana Commerce Group, Inc., a Delaware corporation ("VCG" or "Verdana").
This Exhibit A sets forth the modified restrictive covenant terms that supersede and replace, in their entirety, the corresponding restrictive covenant provisions contained in each Restricted Individual's employment agreement with CRH (each, an "Original Employment Agreement"), as identified in Schedule 1 hereto. For the avoidance of doubt, the modifications set forth herein were negotiated as part of the comprehensive settlement of the claims and counterclaims pending in the Delaware Court of Chancery, C.A. No. 2025-0198-MTZ, and represent the agreed-upon balance of protections for CRH's legitimate business interests and the Restricted Individuals' ability to pursue their livelihoods. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
SECTION 1: DEFINITIONS
As used in this Exhibit A, the following terms shall have the meanings set forth below. To the extent that a term is defined both in this Section 1 and elsewhere in this Exhibit A, the definition set forth in this Section 1 shall govern unless the context clearly requires otherwise.
"Affiliate" means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, Greystone Capital Partners, LP and Greystone Capital Fund VII, LP shall be deemed Affiliates of VCG for all purposes under this Exhibit A, and any portfolio company in which Greystone Capital Partners, LP or Greystone Capital Fund VII, LP holds, directly or indirectly, a controlling interest shall likewise be deemed an Affiliate of VCG.
"Company" means Cascade Retail Holdings Inc., a Delaware corporation, together with its direct and indirect subsidiaries, with its principal offices located at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119.
"Compliance Monitor" means Aldwyn Compliance Solutions LLC, the independent compliance monitor appointed pursuant to Section 6 of the Agreement and the Compliance Monitoring Protocol set forth in Exhibit D thereto, with its principal offices located at 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103, or any successor compliance monitor appointed in accordance with the procedures set forth in the Agreement.
"Confidential Information" shall have the meaning set forth in Section 5 of this Exhibit A. For the avoidance of doubt, the term "Confidential Information" includes all information identified as proprietary or confidential in any Original Employment Agreement, including without limitation all information, documents, files, analyses, strategies, and materials related to the initiative internally designated by CRH as "Project Ridgeline."
"Effective Date" means April 14, 2025, the date of execution of the Agreement.
"Non-Compete Period" means, with respect to each Restricted Individual, the applicable period of non-competition set forth in Section 2.2 of this Exhibit A, as measured from the Resignation Date.
"Non-Compete Restricted Categories" means the three (3) product categories identified and defined in Section 2.3 of this Exhibit A, to which the non-competition obligations under this Exhibit A are limited.
"Non-Solicitation Period (Employees)" means, with respect to each Restricted Individual, the applicable period of non-solicitation of employees set forth in Section 3.2 of this Exhibit A.
"Non-Solicitation Period (Vendors)" means, with respect to each Restricted Individual, the applicable period of non-solicitation of vendors set forth in Section 4.2 of this Exhibit A.
"Original Employment Agreement" means, with respect to each Restricted Individual, the employment agreement between such Restricted Individual and CRH (or its predecessor-in-interest), as identified in Schedule 1 to this Exhibit A, together with all amendments, addenda, exhibits, and schedules thereto.
"Resignation Date" means February 7, 2025, the date on which each of the eight (8) Restricted Individuals resigned from his or her employment with CRH or its subsidiaries. The parties acknowledge and agree that all eight Restricted Individuals submitted their resignations on the same date and that the Resignation Date is the same for all Restricted Individuals for purposes of calculating all restricted periods under this Exhibit A.
"Restricted Territory" means the United States of America, including all fifty (50) states, the District of Columbia, and all U.S. territories and possessions. The Restricted Territory is consistent with the geographic scope of the non-competition provisions contained in each Original Employment Agreement, and the parties acknowledge that the Restricted Territory reflects the geographic scope of CRH's business operations.
"Top 50 Vendors" means the fifty (50) vendors of CRH identified on the confidential list set forth in Exhibit C to the Agreement (which Exhibit C has been filed under seal with the Delaware Court of Chancery), ranked by aggregate CRH spend for the fiscal year ended January 31, 2025 (fiscal year 2024).
"VCG" means Verdana Commerce Group, Inc., a Delaware corporation, together with its direct and indirect subsidiaries, with its principal offices located at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801.
SECTION 2: MODIFIED NON-COMPETITION OBLIGATIONS
2.1 General Obligation
Each Restricted Individual covenants and agrees that, during the applicable Non-Compete Period set forth in Section 2.2 below, such Restricted Individual shall not, directly or indirectly, whether as an employee, officer, director, consultant, independent contractor, advisor, partner, joint venturer, member, manager, principal, agent, or in any other capacity, engage in, be employed by, consult for, own (other than Permitted Passive Ownership, as defined below), manage, operate, control, or participate in the ownership, management, operation, or control of, or be connected in any manner with, any business, enterprise, or endeavor that competes with CRH in any of the Non-Compete Restricted Categories within the Restricted Territory.
The foregoing obligation applies to employment or engagement by VCG, any Affiliate of VCG (including, without limitation, Greystone Capital Partners, LP, Greystone Capital Fund VII, LP, and any portfolio company of the foregoing), or any other person, firm, corporation, partnership, limited liability company, or other entity of any kind. Without limiting the generality of the foregoing, the non-competition restriction set forth in this Section 2.1 covers any role, function, or responsibility involving merchandising, buying, sourcing, category management, pricing strategy, vendor negotiation, product development, private-label strategy, assortment planning, inventory allocation, demand forecasting within the Non-Compete Restricted Categories, or any analogous function within the Non-Compete Restricted Categories, regardless of the title or designation of the position held by the Restricted Individual.
For purposes of this Section 2, "Permitted Passive Ownership" means the ownership of not more than two percent (2%) of the outstanding equity securities of any entity whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that such ownership is purely passive and the Restricted Individual does not otherwise participate in the management or operations of such entity in any capacity related to the Non-Compete Restricted Categories.
2.2 Non-Compete Periods
The Non-Compete Period applicable to each Restricted Individual shall be as follows:
(a) Priya Rathore. The Non-Compete Period applicable to Priya Rathore shall be twelve (12) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on February 6, 2026. The parties acknowledge that this twelve (12) month Non-Compete Period represents a reduction from the eighteen (18) month non-competition period contained in Section 8(a) of Ms. Rathore's Amended and Restated Employment Agreement, dated March 15, 2021 (originally dated June 3, 2019), and that such reduction is part of the consideration for the settlement reflected in the Agreement.
(b) Derek Linden. The Non-Compete Period applicable to Derek Linden shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the eighteen (18) month non-competition period contained in his Original Employment Agreement.
(c) Sonia Kaczmarek. The Non-Compete Period applicable to Sonia Kaczmarek shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the eighteen (18) month non-competition period contained in her Original Employment Agreement.
(d) Amara Osei. The Non-Compete Period applicable to Amara Osei shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the twelve (12) month non-competition period contained in her Original Employment Agreement.
(e) Brent Halvorsen. The Non-Compete Period applicable to Brent Halvorsen shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the twelve (12) month non-competition period contained in his Original Employment Agreement.
(f) Lucia Fernandez-Gill. The Non-Compete Period applicable to Lucia Fernandez-Gill shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the twelve (12) month non-competition period contained in her Original Employment Agreement.
(g) Nathan Tsao. The Non-Compete Period applicable to Nathan Tsao shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the twelve (12) month non-competition period contained in his Original Employment Agreement.
(h) Kira Johansson. The Non-Compete Period applicable to Kira Johansson shall be nine (9) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on November 6, 2025. The parties acknowledge that this nine (9) month Non-Compete Period represents a reduction from the twelve (12) month non-competition period contained in her Original Employment Agreement.
2.3 Non-Compete Restricted Categories
The non-competition obligation set forth in Section 2.1 of this Exhibit A is limited to the following three (3) product categories (collectively, the "Non-Compete Restricted Categories"):
(1) Home Goods. "Home Goods" is defined to include home décor, home furnishings, housewares, kitchenware, tabletop and dinnerware, bath products, bedding products, home textiles, accent furniture, decorative accessories, wall art and framing, candles and home fragrance, storage and organization products, and related accessories, in each case whether sold through brick-and-mortar retail locations, ecommerce platforms, direct-to-consumer channels, wholesale distribution, or any combination thereof.
(2) Seasonal Décor. "Seasonal Décor" is defined to include holiday decorations (including, without limitation, Christmas, Hanukkah, Easter, Halloween, Thanksgiving, Valentine's Day, and Independence Day decorations), seasonal outdoor décor, seasonal indoor décor, seasonal entertaining products (including serving ware, party supplies, and themed tableware), seasonal gifting items, and seasonal floral and botanical products, across all holidays and seasons recognized in the United States retail market.
(3) Private-Label Apparel. "Private-Label Apparel" is defined to include any apparel, clothing, or wearable accessories (including footwear, hats, scarves, belts, and similar items) sold under a private label, store brand, exclusive brand, or proprietary brand owned, controlled, or exclusively licensed by the employing entity or the entity for which the Restricted Individual provides services. For the avoidance of doubt, this category does not include national brands or third-party branded apparel that is not owned or controlled by the employing entity.
Clarification. The parties acknowledge and agree that the Non-Compete Restricted Categories set forth in this Section 2.3 replace and supersede the broader competitive restriction contained in the Original Employment Agreements, which, in each case, prohibited competition in all retail and ecommerce categories in which CRH conducted business. The narrowing of the competitive restriction to the three Non-Compete Restricted Categories is part of the consideration for the settlement reflected in the Agreement and reflects the categories in which CRH has the most significant protectable interests arising from the Restricted Individuals' respective roles and access to Confidential Information.
2.4 Permitted Activities During Non-Compete Period
Notwithstanding the restrictions set forth in Section 2.1, the following activities shall be permitted during the applicable Non-Compete Period:
(a) Each Restricted Individual may be employed by VCG, any Affiliate of VCG, or any other entity in roles, functions, and capacities that do not involve the Non-Compete Restricted Categories, provided that such Restricted Individual does not directly or indirectly perform, oversee, supervise, advise on, or contribute to any activities within the Non-Compete Restricted Categories, and provided further that VCG complies with the internal compliance procedures required by Section 2.5 below.
(b) Following the expiration of a Restricted Individual's applicable Non-Compete Period, that Restricted Individual may engage in any lawful activity, including activities within the Non-Compete Restricted Categories, subject to the continuing obligations set forth in Sections 3, 4, and 5 of this Exhibit A, which obligations survive the expiration of the Non-Compete Period in accordance with their respective terms.
(c) Permitted Passive Ownership (as defined in Section 2.1) shall not constitute a violation of this Section 2, and no Restricted Individual shall be deemed to be in breach of the non-competition obligation solely by reason of owning not more than two percent (2%) of the outstanding equity securities of any publicly traded entity, regardless of whether such entity competes with CRH in the Non-Compete Restricted Categories.
2.5 Verdana's Obligations
VCG covenants and agrees as follows with respect to the non-competition obligations set forth in this Section 2:
(a) VCG shall not assign, direct, instruct, request, or permit any Restricted Individual to perform duties, responsibilities, or functions within the Non-Compete Restricted Categories during that Restricted Individual's applicable Non-Compete Period. This obligation is absolute and shall not be excused by VCG's lack of knowledge of the Non-Compete Restricted Categories or the terms of this Exhibit A.
(b) VCG shall implement internal compliance procedures, including without limitation information barriers, access restrictions, and reporting protocols, to ensure that each Restricted Individual is effectively walled off from any business activities, teams, projects, data, and communications related to the Non-Compete Restricted Categories during that Restricted Individual's respective Non-Compete Period. Such internal compliance procedures shall be documented in writing, communicated to all relevant VCG personnel, and made available to the Compliance Monitor for verification in accordance with the Compliance Monitoring Protocol set forth in Exhibit D to the Agreement.
(c) VCG's obligations under this Section 2.5 apply to VCG and all of its Affiliates, including without limitation any portfolio company of Greystone Capital Partners, LP or Greystone Capital Fund VII, LP that operates in, or has business activities within, the Non-Compete Restricted Categories. VCG shall cause each such Affiliate and portfolio company to comply with the obligations set forth in this Section 2.5 to the same extent as if such Affiliate or portfolio company were a direct signatory to this Exhibit A.
SECTION 3: MODIFIED NON-SOLICITATION OF EMPLOYEES
3.1 General Obligation
Each Restricted Individual covenants and agrees that, during the Non-Solicitation Period (Employees) set forth in Section 3.2 below, such Restricted Individual shall not, directly or indirectly, whether on his or her own behalf or on behalf of VCG, any VCG Affiliate, or any other person or entity:
(a) solicit, recruit, hire, engage, or retain, or attempt to solicit, recruit, hire, engage, or retain, any person who is, or was within the six (6) months preceding the date of such solicitation, recruitment, hiring, engagement, or retention, an employee of CRH or any of its direct or indirect subsidiaries;
(b) encourage, induce, or cause, or attempt to encourage, induce, or cause, any such CRH employee to terminate, resign from, or otherwise cease his or her employment with CRH or any of its subsidiaries; or
(c) encourage, induce, or cause, or attempt to encourage, induce, or cause, any such CRH employee to accept employment with, or provide services to, VCG, any VCG Affiliate, or any other person or entity.
Exception for General Solicitations. Notwithstanding the foregoing, the restrictions in this Section 3.1 shall not prohibit general solicitations of employment through public job postings, advertisements, or similar general recruitment efforts that are not specifically targeted at CRH employees, provided that any such general solicitation does not involve the use of CRH Confidential Information (including organizational charts, employee directories, compensation data, or similar information) to identify, target, or reach CRH employees. For the avoidance of doubt, if a CRH employee responds to a general public posting without any specific solicitation by or on behalf of a Restricted Individual, and the Restricted Individual has not directly or indirectly encouraged such response, such response alone shall not constitute a violation of this Section 3.1, provided that the Restricted Individual promptly notifies the Compliance Monitor of such contact and takes no further action with respect to such CRH employee during the Non-Solicitation Period (Employees).
3.2 Non-Solicitation Period (Employees)
The Non-Solicitation Period (Employees) applicable to each Restricted Individual shall be eighteen (18) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on August 6, 2026.
This eighteen (18) month Non-Solicitation Period (Employees) applies uniformly to all eight (8) Restricted Individuals: Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson.
3.3 Verdana's Obligations Regarding Employee Non-Solicitation
VCG covenants and agrees as follows with respect to the non-solicitation of employees obligations set forth in this Section 3:
(a) VCG shall not, during the Non-Solicitation Period (Employees), directly or indirectly use any information provided by any Restricted Individual, or obtained through any Restricted Individual's former employment with CRH, to solicit, recruit, hire, or engage any employee of CRH or any of its subsidiaries. This prohibition includes, without limitation, the use of any CRH organizational charts, employee contact information, performance evaluations, compensation data, succession planning materials, or other personnel-related information that constitutes Confidential Information of CRH.
(b) VCG shall instruct, in writing, any and all third-party recruiting firms, executive search firms, staffing agencies, and similar talent acquisition vendors engaged by VCG or its Affiliates to screen against the solicitation or recruitment of CRH employees during the Non-Solicitation Period (Employees). VCG shall maintain written records of such instructions and make such records available to the Compliance Monitor upon request.
(c) VCG shall promptly notify the Compliance Monitor in writing if VCG becomes aware that any Restricted Individual has received an unsolicited communication from a CRH employee regarding potential employment with VCG, and VCG shall not take any action with respect to such CRH employee unless and until the Compliance Monitor has confirmed that the engagement would not violate the terms of this Section 3.
SECTION 4: MODIFIED NON-SOLICITATION OF VENDORS
4.1 General Obligation
Each Restricted Individual covenants and agrees that, during the Non-Solicitation Period (Vendors) set forth in Section 4.2 below, such Restricted Individual shall not, directly or indirectly, whether on his or her own behalf or on behalf of VCG, any VCG Affiliate, or any other person or entity:
(a) solicit, contact, or communicate with any Top 50 Vendor for the purpose of diverting or redirecting business, orders, or purchasing volume away from CRH to VCG, any VCG Affiliate, or any other person or entity;
(b) solicit, contact, or communicate with any Top 50 Vendor for the purpose of obtaining pricing, terms, conditions, rebate structures, promotional allowances, or other commercial arrangements comparable to, derived from, or informed by CRH's proprietary vendor arrangements, vendor negotiation playbooks, or Confidential Information; or
(c) solicit, contact, or communicate with any Top 50 Vendor for the purpose of interfering with, undermining, or disrupting CRH's existing or prospective vendor relationships, including without limitation any pending or anticipated vendor contract renewals, exclusive supply arrangements, or co-development agreements.
Exception for Pre-Existing VCG Vendor Relationships. Notwithstanding the foregoing, the restrictions in this Section 4.1 shall not prohibit VCG from maintaining and continuing independent, pre-existing vendor relationships that were in place between VCG (or its Affiliates) and any Top 50 Vendor prior to the Resignation Date (February 7, 2025), provided that: (i) the Restricted Individuals do not participate in, advise on, influence, or have any involvement with such pre-existing vendor relationships during the Non-Solicitation Period (Vendors); (ii) VCG can demonstrate, through contemporaneous documentation, that the vendor relationship existed prior to the Resignation Date; and (iii) any expansion of such pre-existing vendor relationships into the Non-Compete Restricted Categories is subject to the restrictions set forth in Section 2 of this Exhibit A. The burden of establishing the existence and scope of any such pre-existing vendor relationship shall rest with VCG.
4.2 Non-Solicitation Period (Vendors)
The Non-Solicitation Period (Vendors) applicable to each Restricted Individual shall be twelve (12) months, commencing on the Resignation Date (February 7, 2025) and expiring at 11:59 p.m. Eastern Time on February 6, 2026.
This twelve (12) month Non-Solicitation Period (Vendors) applies uniformly to all eight (8) Restricted Individuals: Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson.
4.3 Identification of Top 50 Vendors
The Top 50 Vendors subject to the non-solicitation restrictions of this Section 4 are identified by name, address, and CRH vendor identification number on the confidential list set forth in Exhibit C to the Agreement. Exhibit C has been filed under seal with the Delaware Court of Chancery pursuant to the Stipulated Confidentiality and Protective Order entered in C.A. No. 2025-0198-MTZ, and shall be made available only to the parties, their counsel of record, the Compliance Monitor, and any persons authorized by the Court.
The Top 50 Vendor list is based on CRH's aggregate vendor spend for fiscal year 2024 (the fiscal year ended January 31, 2025) and is fixed as of the Effective Date. The list is not subject to modification, supplementation, or amendment during the Non-Solicitation Period (Vendors), regardless of any changes in CRH's vendor relationships or spending patterns after the Effective Date.
4.4 Verdana's Obligations Regarding Vendor Non-Solicitation
VCG covenants and agrees as follows with respect to the non-solicitation of vendors obligations set forth in this Section 4:
(a) VCG shall not direct, instruct, request, or permit any Restricted Individual to contact, communicate with, meet with, or otherwise engage with any Top 50 Vendor in connection with VCG's business in the Non-Compete Restricted Categories, or for any purpose that could reasonably result in a violation of Section 4.1 of this Exhibit A, during the Non-Solicitation Period (Vendors).
(b) VCG shall implement internal procedures, verified and approved by the Compliance Monitor, to ensure the effective segregation of all Restricted Individuals from any interactions, meetings, negotiations, communications (whether written, electronic, or verbal), or other contacts with Top 50 Vendors during the Non-Solicitation Period (Vendors). Such procedures shall include, at a minimum: (i) written designation of specific VCG personnel (other than the Restricted Individuals) authorized to manage Top 50 Vendor relationships; (ii) access restrictions preventing Restricted Individuals from viewing vendor files, communications, or data related to Top 50 Vendors; and (iii) quarterly certifications by VCG's General Counsel or Chief Compliance Officer confirming compliance with this Section 4.4.
(c) VCG shall maintain records of all communications between VCG and any Top 50 Vendor during the Non-Solicitation Period (Vendors) and shall make such records available to the Compliance Monitor upon reasonable request.
SECTION 5: CONTINUING CONFIDENTIALITY OBLIGATIONS
5.1 Scope of Confidentiality Obligations
Each Restricted Individual acknowledges and agrees that his or her perpetual confidentiality obligations as set forth in the applicable Original Employment Agreement remain in full force and effect and are not modified, limited, or superseded by this Exhibit A or by the Agreement. Nothing in this Exhibit A or the Agreement shall be construed as a waiver, release, or diminution of CRH's rights under the confidentiality provisions of the Original Employment Agreements, under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), or under any other applicable law.
For purposes of this Exhibit A, "Confidential Information" includes, without limitation, the following categories of information, whether in written, electronic, oral, visual, or other form:
(a) all materials, documents, analyses, presentations, projections, strategic plans, and financial models related to the initiative internally designated by CRH as "Project Ridgeline" (the five-year category expansion roadmap developed by CRH's Strategic Initiatives group between 2023 and 2025);
(b) proprietary vendor negotiation playbooks, including vendor-specific negotiation strategies, margin targets, promotional calendars, markdown cadences, and co-op advertising templates;
(c) seasonal buying algorithms, including demand forecasting models, seasonal allocation frameworks, historical sell-through analytics, and inventory optimization protocols;
(d) private-label sourcing strategies, including factory identification and qualification data, cost models, bill-of-materials analyses, duty and tariff planning documents, and quality assurance protocols;
(e) customer segmentation data, including loyalty program analytics, customer lifetime value models, cohort analyses, and personalization algorithms;
(f) ecommerce assortment algorithms, including product recommendation engines, search ranking methodologies, digital merchandising rules, and A/B testing frameworks;
(g) vendor negotiation term sheets, including current and historical pricing schedules, volume discount structures, payment terms, rebate agreements, and exclusive supply arrangements; and
(h) any and all other information that is subject to confidentiality protections under the applicable Original Employment Agreement, that constitutes a trade secret under DUTSA, or that is not generally known to the public and derives independent economic value from not being generally known.
5.2 Data Return and Destruction
Each Restricted Individual's obligations regarding the return, sequestration, and certified destruction of CRH data, documents, and materials are set forth in Exhibit B to the Agreement (the "Data Return and Destruction Protocol") and are incorporated herein by reference as if set forth in full.
Without limiting the generality of the foregoing, the parties acknowledge and agree that all 14,327 files (comprising approximately 2.8 gigabytes of data) identified by Pinnacle Forensics LLC as having been exfiltrated from CRH's Aldermere Systems and Pinnacle Health IT environments between January 10, 2025 and February 4, 2025 must be returned to CRH or permanently destroyed within ten (10) business days of the Effective Date, in accordance with the procedures specified in Exhibit B. Such return or destruction shall include all copies, duplicates, excerpts, summaries, analyses, compilations, and derivative works created from or incorporating any portion of such files, regardless of the medium on which they are stored.
Compliance with the data return and destruction obligations set forth in this Section 5.2 and in Exhibit B is subject to verification by Pinnacle Forensics LLC through an independent forensic audit of the personal devices, accounts, and storage media of each Restricted Individual and the corporate systems, devices, and storage media of VCG and its Affiliates. The independent forensic audit shall be conducted at VCG's sole cost and expense, subject to a fee cap of One Hundred Seventy-Five Thousand Dollars ($175,000.00), as further detailed in Exhibit B. Each Restricted Individual and VCG shall cooperate fully with Pinnacle Forensics LLC in connection with such audit, including by providing reasonable access to devices, accounts, and systems and by executing any authorizations or consents necessary to facilitate the audit.
5.3 Verdana's Obligations Regarding Confidentiality
VCG represents and warrants to CRH as follows:
(a) VCG has not used, and shall not use, directly or indirectly, any Confidential Information of CRH in the conduct of VCG's business, including without limitation in connection with VCG's merchandising, sourcing, vendor management, pricing, product development, category planning, or any other business activity.
(b) VCG shall cooperate fully and in good faith with the independent forensic audit conducted by Pinnacle Forensics LLC and with the Compliance Monitor's verification procedures. Such cooperation shall include, without limitation, providing timely access to VCG's information technology systems, corporate email accounts, shared drives, cloud storage environments, and any other repositories in which Confidential Information of CRH may reside or may have been stored, transmitted, or processed.
(c) Any Confidential Information of CRH that has been received by, is in the possession of, or is under the control of VCG or any of its Affiliates (including Greystone Capital Partners, LP, Greystone Capital Fund VII, LP, and their respective portfolio companies) shall be immediately identified, sequestered, and destroyed in accordance with the procedures set forth in Exhibit B. VCG shall provide written certification to CRH and the Compliance Monitor confirming the completion of such identification, sequestration, and destruction within the timeframes specified in Exhibit B.
SECTION 6: ENFORCEMENT AND REMEDIES
6.1 Incorporation into Consent Order
The modified restrictive covenant terms set forth in this Exhibit A shall be incorporated into a Consent Order (the "Consent Order") to be entered by the Honorable Vice Chancellor Margaret T. Zhao in the Delaware Court of Chancery in the matter styled Cascade Retail Holdings Inc. v. Verdana Commerce Group, Inc., et al., C.A. No. 2025-0198-MTZ. The form of Consent Order is attached to the Agreement as Exhibit E. The parties shall cooperate in the submission of the proposed Consent Order to Vice Chancellor Zhao within five (5) business days of the Effective Date.
The Delaware Court of Chancery shall retain continuing jurisdiction over the parties and the subject matter of this Exhibit A for purposes of enforcing the terms hereof through the Consent Order, including without limitation through contempt proceedings, orders to show cause, sanctions, and such other relief as the Court may deem appropriate. Each Restricted Individual and VCG irrevocably consent to the personal jurisdiction of the Delaware Court of Chancery for purposes of enforcing the Consent Order and the terms of this Exhibit A.
6.2 Injunctive Relief
Each Restricted Individual acknowledges and agrees that the covenants and obligations set forth in this Exhibit A are reasonable and necessary for the protection of CRH's legitimate business interests, that a breach or threatened breach of any such covenant or obligation would cause irreparable harm to CRH that cannot be adequately compensated by monetary damages alone, and that the harm to CRH from any such breach would be difficult or impossible to measure with precision.
Accordingly, in the event of any breach or threatened breach of any provision of this Exhibit A, CRH shall be entitled to seek and obtain temporary restraining orders, preliminary injunctions, permanent injunctions, and such other equitable relief as may be appropriate from the Delaware Court of Chancery, without the necessity of proving actual damages or irreparable harm (which shall be presumed) and without the necessity of posting a bond or other security (except as may be required by applicable law and not subject to waiver). The right to seek injunctive relief shall be in addition to, and not in lieu of, any other rights or remedies available to CRH at law or in equity, including the right to recover monetary damages.
6.3 Extension for Violation
If any Restricted Individual is found by a court of competent jurisdiction, by the Compliance Monitor (subject to confirmation by the Court), or by agreement of the parties, to have violated any Non-Compete Period, Non-Solicitation Period (Employees), or Non-Solicitation Period (Vendors), the applicable restricted period shall be automatically tolled for the duration of such violation and shall be extended by a period equal to the duration of such violation, such that the Restricted Individual is required to serve the full, uninterrupted period of restriction from the date on which the violation ceases. For purposes of this Section 6.3, the duration of a violation shall be measured from the date on which the violating conduct commenced (or, if the exact commencement date cannot be determined, the earliest date on which the violation is reasonably believed to have commenced) through the date on which the violation is cured or permanently enjoined.
6.4 Compliance Monitoring
The Compliance Monitor (Aldwyn Compliance Solutions LLC) shall monitor compliance with the terms of this Exhibit A for a period of twelve (12) months from the Effective Date (i.e., from April 14, 2025 through April 13, 2026), in accordance with the Compliance Monitoring Protocol set forth in Exhibit D to the Agreement and the detailed procedures annex attached thereto.
The Compliance Monitor's responsibilities shall include, without limitation: (a) verifying VCG's implementation and maintenance of the internal compliance procedures required by Sections 2.5, 3.3, and 4.4 of this Exhibit A; (b) reviewing quarterly compliance certifications submitted by VCG and each Restricted Individual; (c) conducting unannounced compliance checks of VCG's systems and facilities, upon reasonable notice, to verify segregation of Restricted Individuals from the Non-Compete Restricted Categories and Top 50 Vendor interactions; and (d) preparing and submitting quarterly reports on compliance status.
Quarterly reports from the Compliance Monitor shall be provided simultaneously to counsel for CRH, counsel for VCG, and counsel for the Restricted Individuals, and shall be made available to the Court upon request by any party or upon the Court's own initiative. The first quarterly report shall be due on or before July 14, 2025, with subsequent reports due on or before October 14, 2025, January 14, 2026, and April 14, 2026.
6.5 Verdana's Liability
VCG acknowledges and agrees that it is independently and directly obligated to ensure that no Restricted Individual employed by or engaged with VCG or any VCG Affiliate violates any of the terms of this Exhibit A while in VCG's employ or under VCG's direction. This obligation is not contingent upon or secondary to the obligations of the Restricted Individuals themselves, and VCG shall not be excused from liability by reason of any Restricted Individual's independent breach.
VCG shall be jointly and severally liable with the applicable Restricted Individual for any breach of this Exhibit A that occurs in connection with, arises out of, or is related to the Restricted Individual's employment by, engagement with, or provision of services to VCG or any VCG Affiliate. Such joint and several liability shall extend to all remedies available to CRH, including injunctive relief, monetary damages, attorneys' fees, costs, and expenses.
SECTION 7: GENERAL PROVISIONS
7.1 Severability and Judicial Modification
If any provision of this Exhibit A, or the application of any provision to any person, entity, or circumstance, is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, including without limitation because the provision is deemed to be overbroad in scope, duration, geographic reach, or activity restriction, the court is expressly authorized and requested by the parties to modify such provision to the minimum extent necessary to render it valid, legal, and enforceable, consistent with the parties' original intent to protect CRH's legitimate business interests to the fullest extent permitted by applicable law.
The invalidity, illegality, or unenforceability of any single provision of this Exhibit A shall not affect the validity, legality, or enforceability of the remaining provisions of this Exhibit A, each of which shall remain in full force and effect. The parties intend that the restrictive covenants contained in this Exhibit A shall be enforced to the fullest extent permitted by applicable law and that any judicial modification pursuant to this Section 7.1 shall be the minimum modification necessary to achieve enforceability.
7.2 Governing Law
This Exhibit A shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction. The parties acknowledge that the governing law provision set forth in this Section 7.2 is consistent with the governing law provisions contained in each Original Employment Agreement, all of which designate Delaware law as the governing law.
7.3 Waiver.  No failure or delay by CRH, VCG, or any Restricted Individual in exercising any right, power, or privilege under this Exhibit A shall operate as a waiver thereof, and no single or partial exercise of any right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any breach of any provision of this Exhibit A shall constitute a waiver of any other or subsequent breach of the same or any other provision.
No waiver of any provision of this Exhibit A shall be effective unless such waiver is in writing and signed by the party against whom enforcement of the waiver is sought. Any such written waiver shall be limited to the specific instance and purpose for which it is given and shall not be construed as a waiver of any subsequent breach or as a modification of any provision of this Exhibit A.
7.4 Relationship to Original Employment Agreements
Except as expressly modified, superseded, and replaced by this Exhibit A and the Agreement, all terms and conditions of each Restricted Individual's Original Employment Agreement shall remain in full force and effect, including without limitation any provisions relating to inventions assignment, indemnification, arbitration of disputes not related to the restrictive covenants set forth herein, and any other obligations that are not addressed by this Exhibit A.
In the event of any conflict, inconsistency, or ambiguity between the terms of this Exhibit A and the terms of any Original Employment Agreement with respect to the subject matter hereof (i.e., non-competition, non-solicitation of employees, non-solicitation of vendors, and confidentiality obligations), the terms of this Exhibit A shall control and supersede the corresponding terms of the Original Employment Agreement. For the avoidance of doubt, this Exhibit A does not modify, amend, or supersede any provision of any Original Employment Agreement that addresses subjects other than the restrictive covenants set forth herein.
7.5 Successors and Assigns
The obligations of each Restricted Individual under this Exhibit A are personal in nature and may not be delegated or assigned by any Restricted Individual to any other person or entity without the prior written consent of CRH, which consent may be withheld in CRH's sole and absolute discretion.
CRH's rights under this Exhibit A shall inure to the benefit of CRH and its successors, assigns, and Affiliates, including without limitation any entity that acquires all or substantially all of the assets or equity of CRH, whether by merger, consolidation, stock purchase, asset purchase, or otherwise.
VCG's obligations under this Exhibit A shall be binding upon VCG and its successors, assigns, and Affiliates, including without limitation Greystone Capital Partners, LP, Greystone Capital Fund VII, LP, and any portfolio company of the foregoing that employs, engages, or receives services from any Restricted Individual. Any assignment, transfer, or delegation by VCG of its obligations under this Exhibit A shall not relieve VCG of its obligations hereunder without the prior written consent of CRH.
SCHEDULE 1 TO EXHIBIT A
IDENTIFICATION OF ORIGINAL EMPLOYMENT AGREEMENTS
The following table identifies each Restricted Individual, his or her former title at CRH, the applicable Original Employment Agreement, the governing law of such agreement, and the original and modified non-compete durations:
Copies of each Original Employment Agreement are maintained by counsel for CRH (Bramwell & Penrose LLP) and counsel for the Restricted Individuals and VCG, and have been lodged with the Court under seal in connection with C.A. No. 2025-0198-MTZ.
SCHEDULE 2 TO EXHIBIT A
SUMMARY TABLE OF ALL MODIFIED RESTRICTIVE COVENANT PERIODS
The following table summarizes all modified restrictive covenant periods applicable to the Restricted Individuals under this Exhibit A:
For the avoidance of doubt, the expiration of any individual restrictive covenant period does not affect the continuing applicability of any other restrictive covenant period that has not yet expired. Each obligation set forth in this Exhibit A is independent of the others and shall be enforceable regardless of the enforceability of any other obligation. The tolling and extension provisions of Section 6.3 of this Exhibit A apply to each restricted period independently.
This Exhibit A, including Schedule 1 and Schedule 2, constitutes an integral part of the Standstill and Settlement Agreement dated April 14, 2025. In the event of any conflict between this Exhibit A and the body of the Agreement, the Agreement shall control, except to the extent that this Exhibit A provides greater specificity with respect to the restrictive covenant terms, in which case the specific terms of this Exhibit A shall govern. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
Restricted Individual | Title (Former) | Original Employment Agreement Date | Governing Law | Original Non-Compete Duration | Modified Non-Compete Duration | Modified Non-Compete Expiration
Priya Rathore | SVP, Merchandising | Amended and Restated Employment Agreement dated March 15, 2021 (original dated June 3, 2019) | Delaware | 18 months | 12 months | February 6, 2026
Derek Linden | VP, Hardlines Merchandising | Employment Agreement dated September 12, 2018 | Delaware | 18 months | 9 months | November 6, 2025
Sonia Kaczmarek | VP, Softlines Merchandising | Employment Agreement dated March 22, 2020 | Delaware | 18 months | 9 months | November 6, 2025
Amara Osei | Director, Private Label Strategy | Employment Agreement dated April 8, 2021 | Delaware | 12 months | 9 months | November 6, 2025
Brent Halvorsen | Director, Seasonal Planning & Analytics | Employment Agreement dated January 15, 2019 | Delaware | 12 months | 9 months | November 6, 2025
Lucia Fernandez-Gill | Director, Vendor Relations (Domestic) | Employment Agreement dated June 1, 2020 | Delaware | 12 months | 9 months | November 6, 2025
Nathan Tsao | Senior Manager, eCommerce Merchandising | Employment Agreement dated August 14, 2022 | Delaware | 12 months | 9 months | November 6, 2025
Kira Johansson | Senior Manager, Category Analytics | Employment Agreement dated February 28, 2021 | Delaware | 12 months | 9 months | November 6, 2025
Obligation Type | Restricted Individual(s) | Commencement Date | Duration | Expiration Date | Scope / Limitation
Non-Competition | Priya Rathore | February 7, 2025 | 12 months | February 6, 2026 | Home Goods, Seasonal Décor, Private-Label Apparel; United States
Non-Competition | Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, Kira Johansson | February 7, 2025 | 9 months | November 6, 2025 | Home Goods, Seasonal Décor, Private-Label Apparel; United States
Non-Solicitation (Employees) | All eight (8) Restricted Individuals | February 7, 2025 | 18 months | August 6, 2026 | CRH employees (current and those employed within prior 6 months)
Non-Solicitation (Vendors) | All eight (8) Restricted Individuals | February 7, 2025 | 12 months | February 6, 2026 | Top 50 CRH Vendors (as identified in Exhibit C, filed under seal)
Confidentiality | All eight (8) Restricted Individuals | Perpetual | Perpetual | N/A | All Confidential Information per Original Employment Agreements and DUTSA