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CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO COURT OF CHANCERY RULE 5.1

EXHIBIT C

List of Top 50 CRH Vendors by Annual Spend

Exhibit C to the Standstill and Settlement Agreement, dated April 14, 2025 (the "Agreement")

Parties:

Cascade Retail Holdings Inc. ("CRH"),

Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Individual Defendants"),

and

Verdana Commerce Group, Inc. ("Verdana" or "VCG")

C.A. No. 2025-0198-MTZ Delaware Court of Chancery Before Vice Chancellor Margaret T. Zhao

FILED UNDER SEAL — Confidential Treatment Requested Pursuant to Court of Chancery Rule 5.1

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Section 1: Purpose and Scope

This Exhibit C is attached to and incorporated by reference into the Standstill and Settlement Agreement among Cascade Retail Holdings Inc. ("CRH"), the Individual Defendants (as defined herein and in the Agreement), and Verdana Commerce Group, Inc. ("Verdana" or "VCG"), dated April 14, 2025 (the "Agreement"). All capitalized terms used but not otherwise defined in this Exhibit C shall have the meanings ascribed to them in the Agreement.

The purpose of this Exhibit C is to identify the fifty (50) CRH vendors, ranked by aggregate fiscal year 2024 spend, that are subject to the twelve (12)-month vendor non-solicitation obligation set forth in Section 7.3 of the Agreement and as further detailed in Exhibit A to the Agreement (Modified Restrictive Covenant Terms). This Exhibit C serves as the definitive list of vendors to which the vendor non-solicitation covenant applies and provides the Court, the parties, and the independent compliance monitor with a clear and comprehensive record of the specific commercial relationships that are protected under the Agreement.

The vendor non-solicitation period runs from February 7, 2025 — the date on which each of the Individual Defendants tendered his or her resignation from CRH — through and including February 6, 2026, a period of twelve (12) months (the "Non-Solicitation Period"). All eight Individual Defendants are bound by this vendor non-solicitation obligation for the entirety of the Non-Solicitation Period, without exception or modification, unless otherwise ordered by this Court or agreed to in writing by CRH.

The vendor non-solicitation covenant, as set forth in Section 7.3 of the Agreement and further specified in Exhibit A, prohibits the Individual Defendants from directly or indirectly soliciting, contacting for business purposes, diverting, or attempting to divert any of the vendors listed in this Exhibit C away from their commercial relationship with CRH, or inducing any such vendor to reduce, modify, or terminate its supply or service arrangements with CRH. The prohibition extends to any conduct, whether undertaken personally by an Individual Defendant or through an agent, intermediary, affiliate, or any entity in which the Individual Defendant holds a direct or indirect interest, including but not limited to Verdana Commerce Group, Inc. and any of its subsidiaries, affiliates, or portfolio companies.

The obligations set forth herein apply regardless of whether the Individual Defendant had a pre-existing personal relationship with the vendor prior to joining CRH. The parties acknowledge and agree that, during the course of their employment at CRH, each of the Individual Defendants developed, deepened, and leveraged vendor relationships using CRH's proprietary information, negotiating leverage, procurement data, and institutional brand equity. Accordingly, the vendor non-solicitation obligation attaches to the vendor relationship as maintained through CRH, irrespective of the historical origin of any Individual Defendant's acquaintance or prior dealings with the vendor or its personnel.

Section 2: Confidentiality Designation and Filing Under Seal

This Exhibit C, including the vendor list and all associated data contained herein, is designated as Confidential Information under Section 12.1 of the Agreement. The parties have agreed that this Exhibit constitutes among the most commercially sensitive materials exchanged in connection with the settlement of C.A. No. 2025-0198-MTZ, and that its public disclosure would cause material and irreparable competitive harm to CRH.

CRH has moved for leave to file this Exhibit under seal with the Delaware Court of Chancery pursuant to Court of Chancery Rule 5.1 and the Protective Order entered in this action. The basis for sealing is as follows:

(a) The vendor list and associated spend data constitute proprietary commercial information of CRH, the disclosure of which would cause competitive harm by revealing to CRH's competitors the identity of CRH's most significant supplier relationships, the relative magnitude of CRH's expenditures with those suppliers, and the internal organizational structure through which CRH manages those relationships.

(b) CRH's vendor relationships, the identity of its key suppliers, and the allocation of spend across vendor categories constitute trade secrets and/or confidential business information within the meaning of the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"). CRH derives independent economic value from the fact that this information is not generally known to, and is not readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

(c) The list reflects CRH Merchandising Division vendor relationships contributing to approximately $2.3 billion in gross merchandise value ("GMV") in FY2024. The disclosure of the specific vendors responsible for this volume, together with the allocation of spend across categories, would provide CRH's competitors with actionable intelligence regarding CRH's sourcing strategy, private-label program, seasonal planning approach, and overall merchandising mix.

(d) CRH has taken reasonable measures to protect the secrecy of this information, including limiting access to the vendor spend data on a need-to-know basis within the organization, maintaining the data within secured enterprise resource planning systems subject to role-based access controls, and requiring employees with access to vendor data to execute confidentiality and non-disclosure agreements.

Redaction: In the version of this Exhibit C filed with the Court, all vendor names and corresponding spend figures have been redacted and replaced with the notation "[REDACTED]." The vendor category designations, CRH business unit assignments, and Individual Defendant relationship designations have been retained in the filed version in order to provide the Court with sufficient context regarding the scope and nature of the vendor non-solicitation obligation.

The unredacted version of this Exhibit C has been provided to counsel for all parties, to the independent compliance monitor (Aldwyn Compliance Solutions LLC), and will be maintained in the confidential case file of the Delaware Court of Chancery. The unredacted version is available to the Court for in camera review upon request.

Section 3: Definitions

For purposes of this Exhibit C, the following definitions shall apply:

"Vendor" means any third-party supplier, manufacturer, distributor, licensor, or service provider that has a direct commercial relationship with CRH for the supply of merchandise, private-label goods, raw materials, or related services. The term "Vendor" includes, without limitation, entities that supply finished goods for resale, entities that manufacture goods under CRH's private-label brands, entities that supply raw materials or components used in the production of private-label merchandise, entities that provide licensing rights for branded or character-based merchandise sold by CRH, and entities that provide merchandising-related services such as packaging, logistics coordination, quality assurance, or product development support. For the avoidance of doubt, the term "Vendor" does not include providers of general corporate services to CRH (such as legal counsel, auditors, or IT infrastructure providers) that are unrelated to CRH's retail merchandising operations.

"FY2024 Spend" means the aggregate amount paid or committed by CRH to a given Vendor during the fiscal year ending January 31, 2025 (CRH's fiscal year 2024, consistent with CRH's customary fiscal year calendar). FY2024 Spend is calculated on the basis of CRH's accounts payable and procurement records and includes all purchase orders fulfilled, licensing fees paid, royalty payments made, service fees paid, and any other amounts remitted to the Vendor in exchange for goods or services during the applicable fiscal year. FY2024 Spend does not include amounts that were authorized but not yet disbursed as of January 31, 2025, except to the extent such amounts relate to purchase orders for goods that were received by CRH on or before January 31, 2025, and for which payment was pending in the ordinary course.

"Solicitation" shall have the meaning set forth in Section 7.3 of the Agreement and Exhibit A (Modified Restrictive Covenant Terms), incorporating the Modified Restrictive Covenant Terms agreed upon by the parties. As set forth therein, "Solicitation" encompasses any direct or indirect communication, outreach, negotiation, or conduct intended to or having the effect of inducing, encouraging, or facilitating a Vendor's decision to cease, reduce, or materially modify its commercial relationship with CRH, or to enter into or expand a commercial relationship with Verdana, any affiliate of Verdana, or any other entity in which any Individual Defendant holds a direct or indirect interest.

"CRH" means Cascade Retail Holdings Inc., a Delaware corporation, trading on the Nasdaq Global Select Market under the ticker symbol "CRHL," with its principal executive offices located at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119. As used in this Exhibit C, "CRH" includes all of CRH's subsidiaries and affiliates engaged in retail merchandising operations, including without limitation CRH's brick-and-mortar retail locations (currently numbering 387 stores across 42 states and the District of Columbia), CRH's direct-to-consumer ecommerce platform (operated through the domain www.cascaderetail.com and the Cascade mobile application), and CRH's wholesale and institutional sales channels.

Section 4: Methodology for Vendor Ranking

The fifty (50) Vendors listed in this Exhibit C have been ranked by total FY2024 Spend, calculated as the aggregate of all purchase orders, licensing fees, royalty payments, and service fees paid by CRH to each Vendor during fiscal year 2024 (the twelve-month period ending January 31, 2025). The Vendor ranked number one (1) had the highest FY2024 Spend, and the Vendor ranked number fifty (50) had the lowest FY2024 Spend among the fifty Vendors listed.

The data used to compile the vendor list and rankings was sourced from CRH's enterprise resource planning ("ERP") system (Harborline Software, Production Instance CRH-PRD-01) and was cross-referenced with CRH's accounts payable records maintained in the Stonefield Solutions module. The data extraction and cross-referencing process was performed by CRH's internal finance team under the direct supervision of the General Counsel's office, specifically under the oversight of CRH's General Counsel, Theresa Yun-Park, and CRH's Vice President of Procurement Finance, Martin Delacroix. The methodology was reviewed by CRH's outside counsel, Calderwood & Harkness LLP, for consistency with the terms of the Agreement.

The vendor rankings include Vendors across all merchandising categories in which CRH operates, including but not limited to: home goods, seasonal décor, private-label apparel, hardlines (general merchandise, tools, hardware, outdoor living), softlines (non-private-label apparel, textiles, accessories), ecommerce-exclusive suppliers (vendors whose products are sold exclusively through CRH's direct-to-consumer digital platform), and domestic vendor relations (vendors with U.S.-based manufacturing or distribution operations with whom CRH maintains dedicated relationship management).

The Vendors listed span the three product categories specifically identified in the Modified Restrictive Covenant Terms set forth in Exhibit A to the Agreement: (i) home goods, (ii) seasonal décor, and (iii) private-label apparel, as well as Vendors in other categories whose commercial relationships the Individual Defendants had access to through their respective roles at CRH. The inclusion of Vendors outside the three core categories identified in Exhibit A reflects the breadth of the Individual Defendants' responsibilities at CRH and the access each Individual Defendant had to CRH's proprietary vendor data, negotiation strategies, pricing models, and relationship intelligence across CRH's entire Merchandising Division.

The list was compiled as of the date of the Agreement, April 14, 2025, and reflects the vendor roster as of CRH's fiscal year-end (January 31, 2025). For Vendors that underwent a name change, merger, or corporate reorganization between January 31, 2025, and the date of the Agreement, the Vendor is listed under its name as of the date of the Agreement, with any prior name noted in CRH's internal records.

Section 5: List of Top 50 CRH Vendors (Redacted Version)

The following table sets forth the Top 50 CRH Vendors by FY2024 Spend. In the version of this Exhibit C filed with the Court, all Vendor names and corresponding FY2024 Spend figures have been redacted. The Vendor Category, Primary CRH Business Unit, and Individual Defendant(s) with Direct Vendor Relationship columns have been retained in the filed version to provide the Court with context regarding the scope, nature, and distribution of the vendor non-solicitation obligation.

Distribution of Vendors Across Categories

The following summary reflects the approximate distribution of the Top 50 Vendors across CRH's merchandising categories. This summary is provided in the redacted version to give the Court context regarding the scope of the vendor non-solicitation obligation:

Distribution of Vendor Relationships by Individual Defendant

The following summary identifies the role of each Individual Defendant with respect to the vendor relationships identified in this Exhibit C. The distribution reflects the organizational structure of CRH's Merchandising Division as of the date of the Individual Defendants' resignations (February 7, 2025) and demonstrates the breadth and depth of the vendor non-solicitation obligation applicable to each Individual Defendant:

Priya Rathore (former Senior Vice President, Merchandising): As the most senior member of the Individual Defendants and the leader of CRH's Merchandising Division, Ms. Rathore maintained supervisory oversight over all fifty (50) vendor relationships listed in this Exhibit C. Ms. Rathore was the primary CRH executive contact for CRH's largest vendors and participated directly in annual contract negotiations, strategic vendor reviews, and executive-level relationship management for substantially all of the Top 50 Vendors.

Derek Linden (former Vice President, Hardlines Merchandising): Mr. Linden served as the primary relationship manager for CRH's hardlines vendors and had secondary responsibility for certain home goods suppliers within the hardlines category. Mr. Linden is identified as having a direct vendor relationship with approximately eighteen (18) of the Top 50 Vendors.

Sonia Kaczmarek (former Vice President, Softlines Merchandising): Ms. Kaczmarek served as the primary relationship manager for CRH's softlines vendors and shared responsibility with Ms. Osei for private-label apparel vendors. Ms. Kaczmarek is identified as having a direct vendor relationship with approximately fourteen (14) of the Top 50 Vendors.

Amara Osei (former Director, Private Label): Ms. Osei was responsible for CRH's private-label product development and sourcing strategy and served as the primary relationship manager for all private-label apparel vendors. Ms. Osei is identified as having a direct vendor relationship with approximately eight (8) of the Top 50 Vendors.

Brent Halvorsen (former Director, Seasonal Planning): Mr. Halvorsen managed CRH's seasonal merchandising calendar and served as the primary relationship manager for seasonal décor manufacturers and suppliers. Mr. Halvorsen is identified as having a direct vendor relationship with approximately ten (10) of the Top 50 Vendors.

Lucia Fernandez-Gill (former Director, Vendor Relations — Domestic): Ms. Fernandez-Gill managed CRH's domestic vendor program, overseeing relationships with U.S.-based manufacturers and distributors across multiple product categories. Ms. Fernandez-Gill is identified as having a direct vendor relationship with approximately fourteen (14) of the Top 50 Vendors.

Nathan Tsao (former Senior Manager, eCommerce Merchandising): Mr. Tsao managed vendor relationships for CRH's ecommerce-exclusive product offerings and digital-first supplier partnerships. Mr. Tsao is identified as having a direct vendor relationship with approximately three (3) of the Top 50 Vendors.

Kira Johansson (former Senior Manager, Category Analytics): Ms. Johansson provided analytics support across all vendor categories, including vendor performance scorecards, spend analysis, category trend reporting, and assortment optimization. Although Ms. Johansson did not serve as a primary vendor relationship manager, her analytics support role provided her with access to confidential vendor data across all fifty (50) Vendor relationships, and she is identified as having a direct support relationship with approximately twelve (12) of the Top 50 Vendors.

Section 6: Aggregate Spend Summary (Redacted)

The following table provides a summary of aggregate FY2024 Spend across the Top 50 Vendors, broken down by vendor category. In the version of this Exhibit C filed with the Court, all dollar figures have been redacted. Approximate percentage ranges are provided to give the Court context regarding the relative magnitude of spend across categories.

Note: The Top 50 Vendors listed in this Exhibit C collectively account for a substantial majority of CRH's Merchandising Division procurement spend within the approximately $2.3 billion in gross merchandise value generated by the Merchandising Division in FY2024. The concentration of spend among these fifty Vendors underscores the strategic significance of these vendor relationships to CRH's business operations and the competitive harm that would result from the Individual Defendants' solicitation of any such Vendors in violation of the Agreement.

Section 7: Update and Amendment Procedures

The list of Top 50 CRH Vendors set forth in this Exhibit C may be updated by CRH on a quarterly basis during the twelve (12)-month vendor non-solicitation period (through and including February 6, 2026) solely to reflect vendor name changes, mergers, acquisitions, or other corporate reorganizations affecting the legal identity of a listed Vendor. For the avoidance of doubt, CRH may not use the quarterly update process to add new vendors to the list or to remove vendors from the list. The purpose of the update mechanism is limited to ensuring that the vendor non-solicitation obligation remains effective and enforceable notwithstanding changes in a Vendor's corporate identity or structure.

Any proposed update to this Exhibit C must be provided in writing by CRH (through its counsel of record) to:

(a) Counsel for the Individual Defendants: Whitfield, Nygaard & Doyle LLP

Attention: Catherine Nygaard, Esq.

1000 North Market Street, Suite 1500 Wilmington, Delaware 19801 cnygaard@wndlaw.com

(b) Counsel for Verdana Commerce Group, Inc.: Blackhall & Soren LLP

Attention: Gavin Blackhall, Esq.

300 Delaware Avenue, Suite 900 Wilmington, Delaware 19801 gblackhall@blackhallsoren.com

Such written notice must be provided at least ten (10) business days prior to the effective date of the proposed update. The notice shall identify the specific Vendor(s) affected, the nature of the name change, merger, or acquisition, and the updated Vendor name or corporate identity. CRH shall include supporting documentation, such as public filings, press releases, or corporate registry records, evidencing the change.

If any party objects to a proposed update, the dispute shall be submitted in writing to the independent compliance monitor, Aldwyn Compliance Solutions LLC, at the following address:

Aldwyn Compliance Solutions LLC

Attention: Compliance Monitoring Team — CRH/Verdana Matter

1700 Market Street, Suite 2800 Philadelphia, Pennsylvania 19103 monitor@aldwyncompliance.com

The independent compliance monitor shall use reasonable efforts to resolve the dispute within ten (10) business days of receipt of the submission. If the dispute is not resolved through the compliance monitor process, any party may submit the dispute to the Delaware Court of Chancery for resolution pursuant to the retained jurisdiction provisions of the Consent Order entered in C.A. No. 2025-0198-MTZ.

Section 8: Access to Unredacted Version

The unredacted version of this Exhibit C, containing the actual names of all fifty (50) Vendors and their corresponding FY2024 Spend figures, has been provided to the following persons and entities:

(a) Counsel for CRH: Calderwood & Harkness LLP, Attention: Bernard Crawford, Esq., 1301 K Street NW, Suite 1200, Washington, DC 20005.

(b) Counsel for the Individual Defendants: Whitfield, Nygaard & Doyle LLP, Attention: Catherine Nygaard, Esq., 1000 North Market Street, Suite 1500, Wilmington, Delaware 19801.

(c) Counsel for Verdana Commerce Group, Inc.: Blackhall & Soren LLP, Attention: Gavin Blackhall, Esq., 300 Delaware Avenue, Suite 900, Wilmington, Delaware 19801.

(d) The Individual Defendants: Each of Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson, individually, through their counsel of record, subject to the confidentiality provisions of Section 12 of the Agreement.

(e) Verdana Commerce Group, Inc.: Through its General Counsel, Helen Tsoi, at Verdana's principal offices, subject to the confidentiality provisions of Section 12 of the Agreement.

(f) The Independent Compliance Monitor: Aldwyn Compliance Solutions LLC, 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103.

(g) The Court: The unredacted version has been lodged with the Clerk of the Delaware Court of Chancery for maintenance in the confidential case file and is available to Vice Chancellor Zhao and her chambers staff for in camera review if requested.

All recipients of the unredacted version of this Exhibit C are bound by the confidentiality provisions set forth in Section 12 of the Agreement and the Protective Order entered in C.A. No. 2025-0198-MTZ (the "Protective Order"). Each recipient acknowledges that the unredacted vendor list constitutes Confidential Information (as defined in the Agreement) and Confidential Material (as defined in the Protective Order).

No recipient may disclose, reproduce, distribute, or use the unredacted vendor list, or any information derived therefrom, for any purpose other than compliance with and enforcement of the vendor non-solicitation obligations set forth in Section 7.3 of the Agreement, Exhibit A (Modified Restrictive Covenant Terms), and this Exhibit C. Any unauthorized disclosure or use of the unredacted vendor list shall constitute a material breach of the Agreement and a violation of the Protective Order, and shall be subject to all available remedies, including injunctive relief, contempt proceedings, and monetary sanctions.

Section 9: Relationship to Other Agreement Provisions

This Exhibit C is an integral component of the Agreement and should be read in conjunction with the following additional exhibits and provisions:

Exhibit A — Modified Restrictive Covenant Terms. The vendor non-solicitation obligation set forth in this Exhibit C applies to all Vendors listed herein for the period commencing February 7, 2025, and ending February 6, 2026 (the "Non-Solicitation Period"), as specified in the Modified Restrictive Covenant Terms. Exhibit A defines the scope of prohibited solicitation activity, the geographic reach of the covenant, and the remedies available to CRH in the event of a breach. In the event of any conflict between the terms of this Exhibit C and the terms of Exhibit A with respect to the definition or scope of the vendor non-solicitation obligation, the terms of Exhibit A shall control.

Exhibit B — Data Return and Destruction Protocol. Any documents, files, data, or information in the possession, custody, or control of the Individual Defendants or Verdana that contain information regarding the Vendors listed in this Exhibit C — including, without limitation, vendor negotiation term sheets, pricing models, discount schedules, rebate structures, contract terms, purchase order histories, vendor performance scorecards, assortment plans, and any other proprietary vendor-related data — are subject to the data return and destruction obligations set forth in Exhibit B. Compliance with Exhibit B's data return and destruction requirements will be verified by Pinnacle Forensics LLC, an independent digital forensics firm engaged for this purpose. The costs of Pinnacle Forensics LLC's verification services shall be borne by Verdana, subject to a cap of $175,000 as specified in the Agreement.

Exhibit D and Related Annexes — Compliance Monitoring Protocol. Aldwyn Compliance Solutions LLC, serving as the independent compliance monitor appointed pursuant to the Agreement and the Consent Order, will include vendor non-solicitation compliance as a component of its quarterly verification procedures during the twelve (12)-month monitoring term. The compliance monitor's quarterly reports will include an assessment of whether any of the Individual Defendants or Verdana have engaged in conduct that constitutes or may constitute a Solicitation of any Vendor listed in this Exhibit C. The compliance monitor shall have the authority to request documentation and conduct interviews of the Individual Defendants and relevant Verdana personnel as necessary to perform its verification function.

Consent Order. The vendor non-solicitation obligation applicable to the Vendors listed in this Exhibit C has been incorporated into the Consent Order entered by Vice Chancellor Margaret T. Zhao in C.A. No. 2025-0198-MTZ. Violations of the vendor non-solicitation obligation may be enforced through contempt proceedings in the Delaware Court of Chancery, and the Court retains jurisdiction over this matter for the purpose of enforcing the Consent Order, resolving disputes arising under the Agreement, and imposing sanctions for non-compliance.

Section 10: Governing Law

This Exhibit C shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to Delaware's conflict-of-laws principles that would result in the application of the laws of another jurisdiction. This governing law provision is consistent with Section 15.1 of the Agreement and with the governing law provisions of each Individual Defendant's employment agreement with CRH. The parties consent to the exclusive jurisdiction of the Delaware Court of Chancery for the resolution of any disputes arising out of or relating to this Exhibit C, subject to the retained jurisdiction provisions of the Consent Order.

Certification and Attestation

The undersigned hereby certifies, on behalf of Cascade Retail Holdings Inc., that the list of Top 50 CRH Vendors set forth in this Exhibit C (as reflected in the unredacted version provided to the parties and the Court) accurately reflects CRH's fifty (50) largest vendors by aggregate FY2024 Spend, as calculated in accordance with the methodology described in Section 4 above and based upon CRH's enterprise resource planning system and accounts payable records as of CRH's fiscal year-end (January 31, 2025).

This Exhibit C was prepared by Cascade Retail Holdings Inc., through its General Counsel, Theresa Yun-Park, and has been reviewed and approved by Calderwood & Harkness LLP, counsel for CRH, in connection with Matter No. 1038-00006.

Dated: April 14, 2025

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Theresa Yun-Park

Title: General Counsel

Date: April 14, 2025

REVIEWED AND APPROVED:

CALDERWOOD & HARKNESS LLP Counsel for Cascade Retail Holdings Inc.

By: ________

Name: Bernard Crawford

Title: Partner

Matter No.: 1038-00006

Date: April 14, 2025

CONFIDENTIAL — FILED UNDER SEAL — C.A. No. 2025-0198-MTZ Exhibit C to Standstill and Settlement Agreement dated April 14, 2025

Rank	Vendor Name	Vendor Category	FY2024 Spend (USD)	Primary CRH Business Unit	Individual Defendant(s) with Direct Vendor Relationship
1	[REDACTED]	Home Goods Supplier	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden; Lucia Fernandez-Gill
2	[REDACTED]	Private-Label Apparel	[REDACTED]	Private Label Strategy	Priya Rathore; Sonia Kaczmarek; Amara Osei
3	[REDACTED]	Seasonal Décor Manufacturer	[REDACTED]	Seasonal Planning	Priya Rathore; Brent Halvorsen
4	[REDACTED]	Home Goods Supplier	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden; Kira Johansson
5	[REDACTED]	Private-Label Apparel	[REDACTED]	Private Label Strategy	Priya Rathore; Amara Osei; Sonia Kaczmarek
6	[REDACTED]	Softlines (General)	[REDACTED]	Softlines Merchandising	Priya Rathore; Sonia Kaczmarek
7	[REDACTED]	Home Goods Supplier	[REDACTED]	Vendor Relations (Domestic)	Priya Rathore; Lucia Fernandez-Gill; Derek Linden
8	[REDACTED]	Seasonal Décor Manufacturer	[REDACTED]	Seasonal Planning	Priya Rathore; Brent Halvorsen; Lucia Fernandez-Gill
9	[REDACTED]	Hardlines (General)	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden
10	[REDACTED]	Home Goods Supplier	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden; Kira Johansson
11	[REDACTED]	Seasonal Décor Supplier	[REDACTED]	Seasonal Planning	Priya Rathore; Brent Halvorsen
12	[REDACTED]	Private-Label Apparel	[REDACTED]	Private Label Strategy	Priya Rathore; Amara Osei
13	[REDACTED]	Home Goods Supplier	[REDACTED]	Vendor Relations (Domestic)	Priya Rathore; Lucia Fernandez-Gill
14	[REDACTED]	Softlines (General)	[REDACTED]	Softlines Merchandising	Priya Rathore; Sonia Kaczmarek; Kira Johansson
15	[REDACTED]	eCommerce-Exclusive Supplier	[REDACTED]	eCommerce Merchandising	Priya Rathore; Nathan Tsao
16	[REDACTED]	Home Goods Supplier	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden; Lucia Fernandez-Gill
17	[REDACTED]	Seasonal Décor Manufacturer	[REDACTED]	Seasonal Planning	Priya Rathore; Brent Halvorsen; Kira Johansson
18	[REDACTED]	Hardlines (General)	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden
19	[REDACTED]	Private-Label Apparel	[REDACTED]	Private Label Strategy	Priya Rathore; Amara Osei; Sonia Kaczmarek
20	[REDACTED]	Home Goods Supplier	[REDACTED]	Vendor Relations (Domestic)	Priya Rathore; Lucia Fernandez-Gill; Kira Johansson
21	[REDACTED]	Seasonal Décor Supplier	[REDACTED]	Seasonal Planning	Priya Rathore; Brent Halvorsen
22	[REDACTED]	Softlines (General)	[REDACTED]	Softlines Merchandising	Priya Rathore; Sonia Kaczmarek
23	[REDACTED]	Hardlines (General)	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden; Lucia Fernandez-Gill
24	[REDACTED]	Home Goods Supplier	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden

25	[REDACTED]	Private-Label Apparel	[REDACTED]	Private Label Strategy	Priya Rathore; Amara Osei
26	[REDACTED]	Seasonal Décor Manufacturer	[REDACTED]	Seasonal Planning	Priya Rathore; Brent Halvorsen; Lucia Fernandez-Gill
27	[REDACTED]	Home Goods Supplier	[REDACTED]	Vendor Relations (Domestic)	Priya Rathore; Lucia Fernandez-Gill
28	[REDACTED]	Licensing Partner	[REDACTED]	Category Analytics	Priya Rathore; Kira Johansson; Sonia Kaczmarek
29	[REDACTED]	Softlines (General)	[REDACTED]	Softlines Merchandising	Priya Rathore; Sonia Kaczmarek; Kira Johansson
30	[REDACTED]	Home Goods Supplier	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden
31	[REDACTED]	eCommerce-Exclusive Supplier	[REDACTED]	eCommerce Merchandising	Priya Rathore; Nathan Tsao; Kira Johansson
32	[REDACTED]	Seasonal Décor Supplier	[REDACTED]	Seasonal Planning	Priya Rathore; Brent Halvorsen
33	[REDACTED]	Hardlines (General)	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden; Lucia Fernandez-Gill
34	[REDACTED]	Private-Label Apparel	[REDACTED]	Private Label Strategy	Priya Rathore; Amara Osei; Sonia Kaczmarek
35	[REDACTED]	Home Goods Supplier	[REDACTED]	Vendor Relations (Domestic)	Priya Rathore; Lucia Fernandez-Gill; Kira Johansson
36	[REDACTED]	Seasonal Décor Manufacturer	[REDACTED]	Seasonal Planning	Priya Rathore; Brent Halvorsen
37	[REDACTED]	Home Goods Supplier	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden
38	[REDACTED]	Softlines (General)	[REDACTED]	Softlines Merchandising	Priya Rathore; Sonia Kaczmarek
39	[REDACTED]	Hardlines (General)	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden; Kira Johansson
40	[REDACTED]	Seasonal Décor Supplier	[REDACTED]	Seasonal Planning	Priya Rathore; Brent Halvorsen; Lucia Fernandez-Gill
41	[REDACTED]	Private-Label Apparel	[REDACTED]	Private Label Strategy	Priya Rathore; Amara Osei
42	[REDACTED]	Home Goods Supplier	[REDACTED]	Vendor Relations (Domestic)	Priya Rathore; Lucia Fernandez-Gill
43	[REDACTED]	Hardlines (General)	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden
44	[REDACTED]	Softlines (General)	[REDACTED]	Softlines Merchandising	Priya Rathore; Sonia Kaczmarek; Kira Johansson
45	[REDACTED]	Seasonal Décor Supplier	[REDACTED]	Seasonal Planning	Priya Rathore; Brent Halvorsen
46	[REDACTED]	Private-Label Apparel	[REDACTED]	Private Label Strategy	Priya Rathore; Amara Osei; Sonia Kaczmarek
47	[REDACTED]	eCommerce-Exclusive Supplier	[REDACTED]	eCommerce Merchandising	Priya Rathore; Nathan Tsao
48	[REDACTED]	Home Goods Supplier	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden; Lucia Fernandez-Gill
49	[REDACTED]	Licensing Partner	[REDACTED]	Category Analytics	Priya Rathore; Kira Johansson

50	[REDACTED]	Hardlines (General)	[REDACTED]	Hardlines Merchandising	Priya Rathore; Derek Linden
Vendor Category	Approximate Number of Vendors
Home Goods Suppliers	14
Seasonal Décor Manufacturers/Suppliers	10
Private-Label Apparel	8
Hardlines (General)	7
Softlines (General)	6
eCommerce-Exclusive/Digital	3
Licensing/Other	2
Total	50
Vendor Category	Aggregate FY2024 Spend (USD)	Approximate % of Top 50 Total Spend
Home Goods	[REDACTED]	28%–32%
Seasonal Décor	[REDACTED]	18%–22%
Private-Label Apparel	[REDACTED]	15%–19%
Hardlines (General)	[REDACTED]	12%–15%
Softlines (General)	[REDACTED]	9%–12%
eCommerce/Digital	[REDACTED]	4%–6%
Licensing/Other	[REDACTED]	2%–4%
Total Top 50 Spend	[REDACTED]	100%

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO COURT OF CHANCERY RULE 5.1
EXHIBIT C
List of Top 50 CRH Vendors by Annual Spend
Exhibit C to the Standstill and Settlement Agreement, dated April 14, 2025 (the "Agreement")
Parties:
Cascade Retail Holdings Inc. ("CRH"),
Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Individual Defendants"),
and
Verdana Commerce Group, Inc. ("Verdana" or "VCG")
C.A. No. 2025-0198-MTZ Delaware Court of Chancery Before Vice Chancellor Margaret T. Zhao
FILED UNDER SEAL — Confidential Treatment Requested Pursuant to Court of Chancery Rule 5.1
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Section 1: Purpose and Scope
This Exhibit C is attached to and incorporated by reference into the Standstill and Settlement Agreement among Cascade Retail Holdings Inc. ("CRH"), the Individual Defendants (as defined herein and in the Agreement), and Verdana Commerce Group, Inc. ("Verdana" or "VCG"), dated April 14, 2025 (the "Agreement"). All capitalized terms used but not otherwise defined in this Exhibit C shall have the meanings ascribed to them in the Agreement.
The purpose of this Exhibit C is to identify the fifty (50) CRH vendors, ranked by aggregate fiscal year 2024 spend, that are subject to the twelve (12)-month vendor non-solicitation obligation set forth in Section 7.3 of the Agreement and as further detailed in Exhibit A to the Agreement (Modified Restrictive Covenant Terms). This Exhibit C serves as the definitive list of vendors to which the vendor non-solicitation covenant applies and provides the Court, the parties, and the independent compliance monitor with a clear and comprehensive record of the specific commercial relationships that are protected under the Agreement.
The vendor non-solicitation period runs from February 7, 2025 — the date on which each of the Individual Defendants tendered his or her resignation from CRH — through and including February 6, 2026, a period of twelve (12) months (the "Non-Solicitation Period"). All eight Individual Defendants are bound by this vendor non-solicitation obligation for the entirety of the Non-Solicitation Period, without exception or modification, unless otherwise ordered by this Court or agreed to in writing by CRH.
The vendor non-solicitation covenant, as set forth in Section 7.3 of the Agreement and further specified in Exhibit A, prohibits the Individual Defendants from directly or indirectly soliciting, contacting for business purposes, diverting, or attempting to divert any of the vendors listed in this Exhibit C away from their commercial relationship with CRH, or inducing any such vendor to reduce, modify, or terminate its supply or service arrangements with CRH. The prohibition extends to any conduct, whether undertaken personally by an Individual Defendant or through an agent, intermediary, affiliate, or any entity in which the Individual Defendant holds a direct or indirect interest, including but not limited to Verdana Commerce Group, Inc. and any of its subsidiaries, affiliates, or portfolio companies.
The obligations set forth herein apply regardless of whether the Individual Defendant had a pre-existing personal relationship with the vendor prior to joining CRH. The parties acknowledge and agree that, during the course of their employment at CRH, each of the Individual Defendants developed, deepened, and leveraged vendor relationships using CRH's proprietary information, negotiating leverage, procurement data, and institutional brand equity. Accordingly, the vendor non-solicitation obligation attaches to the vendor relationship as maintained through CRH, irrespective of the historical origin of any Individual Defendant's acquaintance or prior dealings with the vendor or its personnel.
Section 2: Confidentiality Designation and Filing Under Seal
This Exhibit C, including the vendor list and all associated data contained herein, is designated as Confidential Information under Section 12.1 of the Agreement. The parties have agreed that this Exhibit constitutes among the most commercially sensitive materials exchanged in connection with the settlement of C.A. No. 2025-0198-MTZ, and that its public disclosure would cause material and irreparable competitive harm to CRH.
CRH has moved for leave to file this Exhibit under seal with the Delaware Court of Chancery pursuant to Court of Chancery Rule 5.1 and the Protective Order entered in this action. The basis for sealing is as follows:
(a) The vendor list and associated spend data constitute proprietary commercial information of CRH, the disclosure of which would cause competitive harm by revealing to CRH's competitors the identity of CRH's most significant supplier relationships, the relative magnitude of CRH's expenditures with those suppliers, and the internal organizational structure through which CRH manages those relationships.
(b) CRH's vendor relationships, the identity of its key suppliers, and the allocation of spend across vendor categories constitute trade secrets and/or confidential business information within the meaning of the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"). CRH derives independent economic value from the fact that this information is not generally known to, and is not readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.
(c) The list reflects CRH Merchandising Division vendor relationships contributing to approximately $2.3 billion in gross merchandise value ("GMV") in FY2024. The disclosure of the specific vendors responsible for this volume, together with the allocation of spend across categories, would provide CRH's competitors with actionable intelligence regarding CRH's sourcing strategy, private-label program, seasonal planning approach, and overall merchandising mix.
(d) CRH has taken reasonable measures to protect the secrecy of this information, including limiting access to the vendor spend data on a need-to-know basis within the organization, maintaining the data within secured enterprise resource planning systems subject to role-based access controls, and requiring employees with access to vendor data to execute confidentiality and non-disclosure agreements.
Redaction: In the version of this Exhibit C filed with the Court, all vendor names and corresponding spend figures have been redacted and replaced with the notation "[REDACTED]." The vendor category designations, CRH business unit assignments, and Individual Defendant relationship designations have been retained in the filed version in order to provide the Court with sufficient context regarding the scope and nature of the vendor non-solicitation obligation.
The unredacted version of this Exhibit C has been provided to counsel for all parties, to the independent compliance monitor (Aldwyn Compliance Solutions LLC), and will be maintained in the confidential case file of the Delaware Court of Chancery. The unredacted version is available to the Court for in camera review upon request.
Section 3: Definitions
For purposes of this Exhibit C, the following definitions shall apply:
"Vendor" means any third-party supplier, manufacturer, distributor, licensor, or service provider that has a direct commercial relationship with CRH for the supply of merchandise, private-label goods, raw materials, or related services. The term "Vendor" includes, without limitation, entities that supply finished goods for resale, entities that manufacture goods under CRH's private-label brands, entities that supply raw materials or components used in the production of private-label merchandise, entities that provide licensing rights for branded or character-based merchandise sold by CRH, and entities that provide merchandising-related services such as packaging, logistics coordination, quality assurance, or product development support. For the avoidance of doubt, the term "Vendor" does not include providers of general corporate services to CRH (such as legal counsel, auditors, or IT infrastructure providers) that are unrelated to CRH's retail merchandising operations.
"FY2024 Spend" means the aggregate amount paid or committed by CRH to a given Vendor during the fiscal year ending January 31, 2025 (CRH's fiscal year 2024, consistent with CRH's customary fiscal year calendar). FY2024 Spend is calculated on the basis of CRH's accounts payable and procurement records and includes all purchase orders fulfilled, licensing fees paid, royalty payments made, service fees paid, and any other amounts remitted to the Vendor in exchange for goods or services during the applicable fiscal year. FY2024 Spend does not include amounts that were authorized but not yet disbursed as of January 31, 2025, except to the extent such amounts relate to purchase orders for goods that were received by CRH on or before January 31, 2025, and for which payment was pending in the ordinary course.
"Solicitation" shall have the meaning set forth in Section 7.3 of the Agreement and Exhibit A (Modified Restrictive Covenant Terms), incorporating the Modified Restrictive Covenant Terms agreed upon by the parties. As set forth therein, "Solicitation" encompasses any direct or indirect communication, outreach, negotiation, or conduct intended to or having the effect of inducing, encouraging, or facilitating a Vendor's decision to cease, reduce, or materially modify its commercial relationship with CRH, or to enter into or expand a commercial relationship with Verdana, any affiliate of Verdana, or any other entity in which any Individual Defendant holds a direct or indirect interest.
"CRH" means Cascade Retail Holdings Inc., a Delaware corporation, trading on the Nasdaq Global Select Market under the ticker symbol "CRHL," with its principal executive offices located at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119. As used in this Exhibit C, "CRH" includes all of CRH's subsidiaries and affiliates engaged in retail merchandising operations, including without limitation CRH's brick-and-mortar retail locations (currently numbering 387 stores across 42 states and the District of Columbia), CRH's direct-to-consumer ecommerce platform (operated through the domain www.cascaderetail.com and the Cascade mobile application), and CRH's wholesale and institutional sales channels.
Section 4: Methodology for Vendor Ranking
The fifty (50) Vendors listed in this Exhibit C have been ranked by total FY2024 Spend, calculated as the aggregate of all purchase orders, licensing fees, royalty payments, and service fees paid by CRH to each Vendor during fiscal year 2024 (the twelve-month period ending January 31, 2025). The Vendor ranked number one (1) had the highest FY2024 Spend, and the Vendor ranked number fifty (50) had the lowest FY2024 Spend among the fifty Vendors listed.
The data used to compile the vendor list and rankings was sourced from CRH's enterprise resource planning ("ERP") system (Harborline Software, Production Instance CRH-PRD-01) and was cross-referenced with CRH's accounts payable records maintained in the Stonefield Solutions module. The data extraction and cross-referencing process was performed by CRH's internal finance team under the direct supervision of the General Counsel's office, specifically under the oversight of CRH's General Counsel, Theresa Yun-Park, and CRH's Vice President of Procurement Finance, Martin Delacroix. The methodology was reviewed by CRH's outside counsel, Calderwood & Harkness LLP, for consistency with the terms of the Agreement.
The vendor rankings include Vendors across all merchandising categories in which CRH operates, including but not limited to: home goods, seasonal décor, private-label apparel, hardlines (general merchandise, tools, hardware, outdoor living), softlines (non-private-label apparel, textiles, accessories), ecommerce-exclusive suppliers (vendors whose products are sold exclusively through CRH's direct-to-consumer digital platform), and domestic vendor relations (vendors with U.S.-based manufacturing or distribution operations with whom CRH maintains dedicated relationship management).
The Vendors listed span the three product categories specifically identified in the Modified Restrictive Covenant Terms set forth in Exhibit A to the Agreement: (i) home goods, (ii) seasonal décor, and (iii) private-label apparel, as well as Vendors in other categories whose commercial relationships the Individual Defendants had access to through their respective roles at CRH. The inclusion of Vendors outside the three core categories identified in Exhibit A reflects the breadth of the Individual Defendants' responsibilities at CRH and the access each Individual Defendant had to CRH's proprietary vendor data, negotiation strategies, pricing models, and relationship intelligence across CRH's entire Merchandising Division.
The list was compiled as of the date of the Agreement, April 14, 2025, and reflects the vendor roster as of CRH's fiscal year-end (January 31, 2025). For Vendors that underwent a name change, merger, or corporate reorganization between January 31, 2025, and the date of the Agreement, the Vendor is listed under its name as of the date of the Agreement, with any prior name noted in CRH's internal records.
Section 5: List of Top 50 CRH Vendors (Redacted Version)
The following table sets forth the Top 50 CRH Vendors by FY2024 Spend. In the version of this Exhibit C filed with the Court, all Vendor names and corresponding FY2024 Spend figures have been redacted. The Vendor Category, Primary CRH Business Unit, and Individual Defendant(s) with Direct Vendor Relationship columns have been retained in the filed version to provide the Court with context regarding the scope, nature, and distribution of the vendor non-solicitation obligation.
Distribution of Vendors Across Categories
The following summary reflects the approximate distribution of the Top 50 Vendors across CRH's merchandising categories. This summary is provided in the redacted version to give the Court context regarding the scope of the vendor non-solicitation obligation:
Distribution of Vendor Relationships by Individual Defendant
The following summary identifies the role of each Individual Defendant with respect to the vendor relationships identified in this Exhibit C. The distribution reflects the organizational structure of CRH's Merchandising Division as of the date of the Individual Defendants' resignations (February 7, 2025) and demonstrates the breadth and depth of the vendor non-solicitation obligation applicable to each Individual Defendant:
Priya Rathore (former Senior Vice President, Merchandising): As the most senior member of the Individual Defendants and the leader of CRH's Merchandising Division, Ms. Rathore maintained supervisory oversight over all fifty (50) vendor relationships listed in this Exhibit C. Ms. Rathore was the primary CRH executive contact for CRH's largest vendors and participated directly in annual contract negotiations, strategic vendor reviews, and executive-level relationship management for substantially all of the Top 50 Vendors.
Derek Linden (former Vice President, Hardlines Merchandising): Mr. Linden served as the primary relationship manager for CRH's hardlines vendors and had secondary responsibility for certain home goods suppliers within the hardlines category. Mr. Linden is identified as having a direct vendor relationship with approximately eighteen (18) of the Top 50 Vendors.
Sonia Kaczmarek (former Vice President, Softlines Merchandising): Ms. Kaczmarek served as the primary relationship manager for CRH's softlines vendors and shared responsibility with Ms. Osei for private-label apparel vendors. Ms. Kaczmarek is identified as having a direct vendor relationship with approximately fourteen (14) of the Top 50 Vendors.
Amara Osei (former Director, Private Label): Ms. Osei was responsible for CRH's private-label product development and sourcing strategy and served as the primary relationship manager for all private-label apparel vendors. Ms. Osei is identified as having a direct vendor relationship with approximately eight (8) of the Top 50 Vendors.
Brent Halvorsen (former Director, Seasonal Planning): Mr. Halvorsen managed CRH's seasonal merchandising calendar and served as the primary relationship manager for seasonal décor manufacturers and suppliers. Mr. Halvorsen is identified as having a direct vendor relationship with approximately ten (10) of the Top 50 Vendors.
Lucia Fernandez-Gill (former Director, Vendor Relations — Domestic): Ms. Fernandez-Gill managed CRH's domestic vendor program, overseeing relationships with U.S.-based manufacturers and distributors across multiple product categories. Ms. Fernandez-Gill is identified as having a direct vendor relationship with approximately fourteen (14) of the Top 50 Vendors.
Nathan Tsao (former Senior Manager, eCommerce Merchandising): Mr. Tsao managed vendor relationships for CRH's ecommerce-exclusive product offerings and digital-first supplier partnerships. Mr. Tsao is identified as having a direct vendor relationship with approximately three (3) of the Top 50 Vendors.
Kira Johansson (former Senior Manager, Category Analytics): Ms. Johansson provided analytics support across all vendor categories, including vendor performance scorecards, spend analysis, category trend reporting, and assortment optimization. Although Ms. Johansson did not serve as a primary vendor relationship manager, her analytics support role provided her with access to confidential vendor data across all fifty (50) Vendor relationships, and she is identified as having a direct support relationship with approximately twelve (12) of the Top 50 Vendors.
Section 6: Aggregate Spend Summary (Redacted)
The following table provides a summary of aggregate FY2024 Spend across the Top 50 Vendors, broken down by vendor category. In the version of this Exhibit C filed with the Court, all dollar figures have been redacted. Approximate percentage ranges are provided to give the Court context regarding the relative magnitude of spend across categories.
Note: The Top 50 Vendors listed in this Exhibit C collectively account for a substantial majority of CRH's Merchandising Division procurement spend within the approximately $2.3 billion in gross merchandise value generated by the Merchandising Division in FY2024. The concentration of spend among these fifty Vendors underscores the strategic significance of these vendor relationships to CRH's business operations and the competitive harm that would result from the Individual Defendants' solicitation of any such Vendors in violation of the Agreement.
Section 7: Update and Amendment Procedures
The list of Top 50 CRH Vendors set forth in this Exhibit C may be updated by CRH on a quarterly basis during the twelve (12)-month vendor non-solicitation period (through and including February 6, 2026) solely to reflect vendor name changes, mergers, acquisitions, or other corporate reorganizations affecting the legal identity of a listed Vendor. For the avoidance of doubt, CRH may not use the quarterly update process to add new vendors to the list or to remove vendors from the list. The purpose of the update mechanism is limited to ensuring that the vendor non-solicitation obligation remains effective and enforceable notwithstanding changes in a Vendor's corporate identity or structure.
Any proposed update to this Exhibit C must be provided in writing by CRH (through its counsel of record) to:
(a) Counsel for the Individual Defendants: Whitfield, Nygaard & Doyle LLP
Attention: Catherine Nygaard, Esq.
1000 North Market Street, Suite 1500 Wilmington, Delaware 19801 cnygaard@wndlaw.com
(b) Counsel for Verdana Commerce Group, Inc.: Blackhall & Soren LLP
Attention: Gavin Blackhall, Esq.
300 Delaware Avenue, Suite 900 Wilmington, Delaware 19801 gblackhall@blackhallsoren.com
Such written notice must be provided at least ten (10) business days prior to the effective date of the proposed update. The notice shall identify the specific Vendor(s) affected, the nature of the name change, merger, or acquisition, and the updated Vendor name or corporate identity. CRH shall include supporting documentation, such as public filings, press releases, or corporate registry records, evidencing the change.
If any party objects to a proposed update, the dispute shall be submitted in writing to the independent compliance monitor, Aldwyn Compliance Solutions LLC, at the following address:
Aldwyn Compliance Solutions LLC
Attention: Compliance Monitoring Team — CRH/Verdana Matter
1700 Market Street, Suite 2800 Philadelphia, Pennsylvania 19103 monitor@aldwyncompliance.com
The independent compliance monitor shall use reasonable efforts to resolve the dispute within ten (10) business days of receipt of the submission. If the dispute is not resolved through the compliance monitor process, any party may submit the dispute to the Delaware Court of Chancery for resolution pursuant to the retained jurisdiction provisions of the Consent Order entered in C.A. No. 2025-0198-MTZ.
Section 8: Access to Unredacted Version
The unredacted version of this Exhibit C, containing the actual names of all fifty (50) Vendors and their corresponding FY2024 Spend figures, has been provided to the following persons and entities:
(a) Counsel for CRH: Calderwood & Harkness LLP, Attention: Bernard Crawford, Esq., 1301 K Street NW, Suite 1200, Washington, DC 20005.
(b) Counsel for the Individual Defendants: Whitfield, Nygaard & Doyle LLP, Attention: Catherine Nygaard, Esq., 1000 North Market Street, Suite 1500, Wilmington, Delaware 19801.
(c) Counsel for Verdana Commerce Group, Inc.: Blackhall & Soren LLP, Attention: Gavin Blackhall, Esq., 300 Delaware Avenue, Suite 900, Wilmington, Delaware 19801.
(d) The Individual Defendants: Each of Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson, individually, through their counsel of record, subject to the confidentiality provisions of Section 12 of the Agreement.
(e) Verdana Commerce Group, Inc.: Through its General Counsel, Helen Tsoi, at Verdana's principal offices, subject to the confidentiality provisions of Section 12 of the Agreement.
(f) The Independent Compliance Monitor: Aldwyn Compliance Solutions LLC, 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103.
(g) The Court: The unredacted version has been lodged with the Clerk of the Delaware Court of Chancery for maintenance in the confidential case file and is available to Vice Chancellor Zhao and her chambers staff for in camera review if requested.
All recipients of the unredacted version of this Exhibit C are bound by the confidentiality provisions set forth in Section 12 of the Agreement and the Protective Order entered in C.A. No. 2025-0198-MTZ (the "Protective Order"). Each recipient acknowledges that the unredacted vendor list constitutes Confidential Information (as defined in the Agreement) and Confidential Material (as defined in the Protective Order).
No recipient may disclose, reproduce, distribute, or use the unredacted vendor list, or any information derived therefrom, for any purpose other than compliance with and enforcement of the vendor non-solicitation obligations set forth in Section 7.3 of the Agreement, Exhibit A (Modified Restrictive Covenant Terms), and this Exhibit C. Any unauthorized disclosure or use of the unredacted vendor list shall constitute a material breach of the Agreement and a violation of the Protective Order, and shall be subject to all available remedies, including injunctive relief, contempt proceedings, and monetary sanctions.
Section 9: Relationship to Other Agreement Provisions
This Exhibit C is an integral component of the Agreement and should be read in conjunction with the following additional exhibits and provisions:
Exhibit A — Modified Restrictive Covenant Terms. The vendor non-solicitation obligation set forth in this Exhibit C applies to all Vendors listed herein for the period commencing February 7, 2025, and ending February 6, 2026 (the "Non-Solicitation Period"), as specified in the Modified Restrictive Covenant Terms. Exhibit A defines the scope of prohibited solicitation activity, the geographic reach of the covenant, and the remedies available to CRH in the event of a breach. In the event of any conflict between the terms of this Exhibit C and the terms of Exhibit A with respect to the definition or scope of the vendor non-solicitation obligation, the terms of Exhibit A shall control.
Exhibit B — Data Return and Destruction Protocol. Any documents, files, data, or information in the possession, custody, or control of the Individual Defendants or Verdana that contain information regarding the Vendors listed in this Exhibit C — including, without limitation, vendor negotiation term sheets, pricing models, discount schedules, rebate structures, contract terms, purchase order histories, vendor performance scorecards, assortment plans, and any other proprietary vendor-related data — are subject to the data return and destruction obligations set forth in Exhibit B. Compliance with Exhibit B's data return and destruction requirements will be verified by Pinnacle Forensics LLC, an independent digital forensics firm engaged for this purpose. The costs of Pinnacle Forensics LLC's verification services shall be borne by Verdana, subject to a cap of $175,000 as specified in the Agreement.
Exhibit D and Related Annexes — Compliance Monitoring Protocol. Aldwyn Compliance Solutions LLC, serving as the independent compliance monitor appointed pursuant to the Agreement and the Consent Order, will include vendor non-solicitation compliance as a component of its quarterly verification procedures during the twelve (12)-month monitoring term. The compliance monitor's quarterly reports will include an assessment of whether any of the Individual Defendants or Verdana have engaged in conduct that constitutes or may constitute a Solicitation of any Vendor listed in this Exhibit C. The compliance monitor shall have the authority to request documentation and conduct interviews of the Individual Defendants and relevant Verdana personnel as necessary to perform its verification function.
Consent Order. The vendor non-solicitation obligation applicable to the Vendors listed in this Exhibit C has been incorporated into the Consent Order entered by Vice Chancellor Margaret T. Zhao in C.A. No. 2025-0198-MTZ. Violations of the vendor non-solicitation obligation may be enforced through contempt proceedings in the Delaware Court of Chancery, and the Court retains jurisdiction over this matter for the purpose of enforcing the Consent Order, resolving disputes arising under the Agreement, and imposing sanctions for non-compliance.
Section 10: Governing Law
This Exhibit C shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to Delaware's conflict-of-laws principles that would result in the application of the laws of another jurisdiction. This governing law provision is consistent with Section 15.1 of the Agreement and with the governing law provisions of each Individual Defendant's employment agreement with CRH. The parties consent to the exclusive jurisdiction of the Delaware Court of Chancery for the resolution of any disputes arising out of or relating to this Exhibit C, subject to the retained jurisdiction provisions of the Consent Order.
Certification and Attestation
The undersigned hereby certifies, on behalf of Cascade Retail Holdings Inc., that the list of Top 50 CRH Vendors set forth in this Exhibit C (as reflected in the unredacted version provided to the parties and the Court) accurately reflects CRH's fifty (50) largest vendors by aggregate FY2024 Spend, as calculated in accordance with the methodology described in Section 4 above and based upon CRH's enterprise resource planning system and accounts payable records as of CRH's fiscal year-end (January 31, 2025).
This Exhibit C was prepared by Cascade Retail Holdings Inc., through its General Counsel, Theresa Yun-Park, and has been reviewed and approved by Calderwood & Harkness LLP, counsel for CRH, in connection with Matter No. 1038-00006.
Dated: April 14, 2025
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Theresa Yun-Park
Title: General Counsel
Date: April 14, 2025
REVIEWED AND APPROVED:
CALDERWOOD & HARKNESS LLP Counsel for Cascade Retail Holdings Inc.
By: ________
Name: Bernard Crawford
Title: Partner
Matter No.: 1038-00006
Date: April 14, 2025
CONFIDENTIAL — FILED UNDER SEAL — C.A. No. 2025-0198-MTZ Exhibit C to Standstill and Settlement Agreement dated April 14, 2025
Rank | Vendor Name | Vendor Category | FY2024 Spend (USD) | Primary CRH Business Unit | Individual Defendant(s) with Direct Vendor Relationship
1 | [REDACTED] | Home Goods Supplier | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden; Lucia Fernandez-Gill
2 | [REDACTED] | Private-Label Apparel | [REDACTED] | Private Label Strategy | Priya Rathore; Sonia Kaczmarek; Amara Osei
3 | [REDACTED] | Seasonal Décor Manufacturer | [REDACTED] | Seasonal Planning | Priya Rathore; Brent Halvorsen
4 | [REDACTED] | Home Goods Supplier | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden; Kira Johansson
5 | [REDACTED] | Private-Label Apparel | [REDACTED] | Private Label Strategy | Priya Rathore; Amara Osei; Sonia Kaczmarek
6 | [REDACTED] | Softlines (General) | [REDACTED] | Softlines Merchandising | Priya Rathore; Sonia Kaczmarek
7 | [REDACTED] | Home Goods Supplier | [REDACTED] | Vendor Relations (Domestic) | Priya Rathore; Lucia Fernandez-Gill; Derek Linden
8 | [REDACTED] | Seasonal Décor Manufacturer | [REDACTED] | Seasonal Planning | Priya Rathore; Brent Halvorsen; Lucia Fernandez-Gill
9 | [REDACTED] | Hardlines (General) | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden
10 | [REDACTED] | Home Goods Supplier | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden; Kira Johansson
11 | [REDACTED] | Seasonal Décor Supplier | [REDACTED] | Seasonal Planning | Priya Rathore; Brent Halvorsen
12 | [REDACTED] | Private-Label Apparel | [REDACTED] | Private Label Strategy | Priya Rathore; Amara Osei
13 | [REDACTED] | Home Goods Supplier | [REDACTED] | Vendor Relations (Domestic) | Priya Rathore; Lucia Fernandez-Gill
14 | [REDACTED] | Softlines (General) | [REDACTED] | Softlines Merchandising | Priya Rathore; Sonia Kaczmarek; Kira Johansson
15 | [REDACTED] | eCommerce-Exclusive Supplier | [REDACTED] | eCommerce Merchandising | Priya Rathore; Nathan Tsao
16 | [REDACTED] | Home Goods Supplier | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden; Lucia Fernandez-Gill
17 | [REDACTED] | Seasonal Décor Manufacturer | [REDACTED] | Seasonal Planning | Priya Rathore; Brent Halvorsen; Kira Johansson
18 | [REDACTED] | Hardlines (General) | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden
19 | [REDACTED] | Private-Label Apparel | [REDACTED] | Private Label Strategy | Priya Rathore; Amara Osei; Sonia Kaczmarek
20 | [REDACTED] | Home Goods Supplier | [REDACTED] | Vendor Relations (Domestic) | Priya Rathore; Lucia Fernandez-Gill; Kira Johansson
21 | [REDACTED] | Seasonal Décor Supplier | [REDACTED] | Seasonal Planning | Priya Rathore; Brent Halvorsen
22 | [REDACTED] | Softlines (General) | [REDACTED] | Softlines Merchandising | Priya Rathore; Sonia Kaczmarek
23 | [REDACTED] | Hardlines (General) | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden; Lucia Fernandez-Gill
24 | [REDACTED] | Home Goods Supplier | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden
25 | [REDACTED] | Private-Label Apparel | [REDACTED] | Private Label Strategy | Priya Rathore; Amara Osei
26 | [REDACTED] | Seasonal Décor Manufacturer | [REDACTED] | Seasonal Planning | Priya Rathore; Brent Halvorsen; Lucia Fernandez-Gill
27 | [REDACTED] | Home Goods Supplier | [REDACTED] | Vendor Relations (Domestic) | Priya Rathore; Lucia Fernandez-Gill
28 | [REDACTED] | Licensing Partner | [REDACTED] | Category Analytics | Priya Rathore; Kira Johansson; Sonia Kaczmarek
29 | [REDACTED] | Softlines (General) | [REDACTED] | Softlines Merchandising | Priya Rathore; Sonia Kaczmarek; Kira Johansson
30 | [REDACTED] | Home Goods Supplier | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden
31 | [REDACTED] | eCommerce-Exclusive Supplier | [REDACTED] | eCommerce Merchandising | Priya Rathore; Nathan Tsao; Kira Johansson
32 | [REDACTED] | Seasonal Décor Supplier | [REDACTED] | Seasonal Planning | Priya Rathore; Brent Halvorsen
33 | [REDACTED] | Hardlines (General) | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden; Lucia Fernandez-Gill
34 | [REDACTED] | Private-Label Apparel | [REDACTED] | Private Label Strategy | Priya Rathore; Amara Osei; Sonia Kaczmarek
35 | [REDACTED] | Home Goods Supplier | [REDACTED] | Vendor Relations (Domestic) | Priya Rathore; Lucia Fernandez-Gill; Kira Johansson
36 | [REDACTED] | Seasonal Décor Manufacturer | [REDACTED] | Seasonal Planning | Priya Rathore; Brent Halvorsen
37 | [REDACTED] | Home Goods Supplier | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden
38 | [REDACTED] | Softlines (General) | [REDACTED] | Softlines Merchandising | Priya Rathore; Sonia Kaczmarek
39 | [REDACTED] | Hardlines (General) | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden; Kira Johansson
40 | [REDACTED] | Seasonal Décor Supplier | [REDACTED] | Seasonal Planning | Priya Rathore; Brent Halvorsen; Lucia Fernandez-Gill
41 | [REDACTED] | Private-Label Apparel | [REDACTED] | Private Label Strategy | Priya Rathore; Amara Osei
42 | [REDACTED] | Home Goods Supplier | [REDACTED] | Vendor Relations (Domestic) | Priya Rathore; Lucia Fernandez-Gill
43 | [REDACTED] | Hardlines (General) | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden
44 | [REDACTED] | Softlines (General) | [REDACTED] | Softlines Merchandising | Priya Rathore; Sonia Kaczmarek; Kira Johansson
45 | [REDACTED] | Seasonal Décor Supplier | [REDACTED] | Seasonal Planning | Priya Rathore; Brent Halvorsen
46 | [REDACTED] | Private-Label Apparel | [REDACTED] | Private Label Strategy | Priya Rathore; Amara Osei; Sonia Kaczmarek
47 | [REDACTED] | eCommerce-Exclusive Supplier | [REDACTED] | eCommerce Merchandising | Priya Rathore; Nathan Tsao
48 | [REDACTED] | Home Goods Supplier | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden; Lucia Fernandez-Gill
49 | [REDACTED] | Licensing Partner | [REDACTED] | Category Analytics | Priya Rathore; Kira Johansson
50 | [REDACTED] | Hardlines (General) | [REDACTED] | Hardlines Merchandising | Priya Rathore; Derek Linden
Vendor Category | Approximate Number of Vendors
Home Goods Suppliers | 14
Seasonal Décor Manufacturers/Suppliers | 10
Private-Label Apparel | 8
Hardlines (General) | 7
Softlines (General) | 6
eCommerce-Exclusive/Digital | 3
Licensing/Other | 2
Total | 50
Vendor Category | Aggregate FY2024 Spend (USD) | Approximate % of Top 50 Total Spend
Home Goods | [REDACTED] | 28%–32%
Seasonal Décor | [REDACTED] | 18%–22%
Private-Label Apparel | [REDACTED] | 15%–19%
Hardlines (General) | [REDACTED] | 12%–15%
Softlines (General) | [REDACTED] | 9%–12%
eCommerce/Digital | [REDACTED] | 4%–6%
Licensing/Other | [REDACTED] | 2%–4%
Total Top 50 Spend | [REDACTED] | 100%

CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO COURT OF CHANCERY RULE 5.1

EXHIBIT C

CASCADE RETAIL HOLDINGS INC.

REVIEWED AND APPROVED:

Record

Parties

Dates

Amounts