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EXHIBIT E

MUTUAL NON-DISPARAGEMENT PROVISIONS

This Exhibit E (these "Non-Disparagement Provisions") is attached to and forms a part of the Standstill and Settlement Agreement dated as of April 14, 2025 (the "Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation ("CRH"), Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (each, an "Individual Defendant" and collectively, the "Individual Defendants" or the "Rathore Group"), and Verdana Commerce Group, Inc., a Delaware corporation ("Verdana" or "VCG").

This Exhibit E is incorporated into and forms a part of the Agreement by reference. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement, including as set forth in Article I thereof. This Exhibit E is entered into in connection with the resolution of the civil action styled Cascade Retail Holdings Inc. v. Rathore et al., C.A. No. 2025-0198-MTZ, pending before Vice Chancellor Margaret T. Zhao in the Court of Chancery of the State of Delaware (the "Action"), and the Consent Order to be entered therein.

The parties acknowledge that the mutual non-disparagement obligations set forth herein are a material inducement for each party's willingness to enter into the Agreement and to resolve the Action, and that the absence of these provisions would have materially altered the consideration exchanged under the Agreement.

Section 1. Definitions

For purposes of this Exhibit E, the following terms shall have the meanings set forth below:

1.1 "Disparaging Statement" shall mean any statement, whether written, oral, electronic, or otherwise communicated, that is false, misleading, derogatory, defamatory, or reasonably likely to cause harm to the reputation, business, business relationships, goodwill, or standing of the subject party. Without limiting the generality of the foregoing, a Disparaging Statement includes, but is not limited to, statements regarding: (a) the Action and the litigation proceedings therein; (b) the facts, circumstances, events, or allegations giving rise to the Agreement; (c) the departures of the Individual Defendants from their employment with CRH; (d) the hiring or engagement of the Individual Defendants by Verdana or any of its affiliates; (e) the terms, conditions, or provisions of the settlement reflected in the Agreement (to the extent such terms are not publicly disclosed pursuant to the Agreement or the Consent Order entered in the Action); and (f) any party's motivations, intentions, or conduct in connection with any of the foregoing matters. For the avoidance of doubt, a statement may constitute a Disparaging Statement regardless of whether it is characterized as opinion, commentary, or analysis, if such statement conveys or implies false or misleading assertions of fact or is reasonably likely to cause reputational harm to the subject party.

1.2 "CRH Representatives" shall mean CRH and its current officers, directors, employees, agents, and authorized spokespersons, specifically including the following individuals: Marcus Langford (Chief Executive Officer), Theresa Yun-Park (General Counsel), Roland Ashby (Chief People Officer), Martin Cho (Vice President, Merchandising; Interim Senior Vice President), and Dr. Lorraine Stahl (Chair, Audit Committee of the Board of Directors of CRH), together with CRH's outside counsel in the Action, Calderwood & Harkness LLP, and the following attorneys of that firm: Bernard Crawford, Renata Vasquez, James Underwood, and Devon Archer. The term "CRH Representatives" shall also include any successor, assign, or replacement of any of the foregoing individuals who assumes substantially similar responsibilities during the term of these Non-Disparagement Provisions, provided that CRH shall provide written notice to the other parties identifying any such successor within ten (10) business days of such appointment.

1.3 "Verdana Representatives" shall mean Verdana and its current officers, directors, employees, agents, and authorized spokespersons, specifically including Warren Dietrich (Chief Executive Officer) and Helen Tsoi (General Counsel), together with Verdana's outside counsel in the Action, Blackhall & Soren LLP, and the following attorneys of that firm: Gavin Blackhall and Meredith Lau. The term "Verdana Representatives" shall also include Greystone Capital Partners, LP, a Delaware limited partnership, and its Managing Partner, Elliot Westbrook, solely in their capacity relating to Verdana, its business, the Action, or the hiring of the Individual Defendants by Verdana. For the avoidance of doubt, Greystone Capital Partners, LP and Elliot Westbrook shall not be deemed Verdana Representatives with respect to statements that do not relate to Verdana, CRH, the Individual Defendants, or the subject matter of the Agreement or the Action.

1.4 "Individual Defendant Representatives" shall mean each Individual Defendant and his or her respective agents, representatives, and outside counsel in the Action, Whitfield, Nygaard & Doyle LLP, and the following attorneys of that firm: Catherine Nygaard and Travis Beaumont. Each Individual Defendant shall be deemed an Individual Defendant Representative with respect to his or her own obligations hereunder and with respect to the obligations of his or her personal agents and representatives.

1.5 "Permitted Communications" shall mean those communications and disclosures that are expressly excepted from the non-disparagement obligations set forth herein, as described in Section 4 of this Exhibit E.

Section 2. Non-Disparagement Obligations

2.1 Obligations of CRH.

CRH and the CRH Representatives shall not, directly or indirectly, make, publish, disseminate, or cause to be made, published, or disseminated any Disparaging Statement concerning any Individual Defendant, Verdana, or Greystone Capital Partners, LP. This obligation extends to statements made to any person or entity, including but not limited to members of the media (whether print, broadcast, online, or otherwise), industry contacts, trade association members, vendors, suppliers, customers, employees (whether current or former), investors, securities analysts, financial advisors, and any other third party.

Without limiting the generality of the foregoing, CRH and the CRH Representatives are specifically prohibited from making any Disparaging Statement regarding: (a) any Individual Defendant's professional competence, qualifications, skills, expertise, or job performance; (b) any Individual Defendant's integrity, character, honesty, or ethical standards; (c) the circumstances of any Individual Defendant's departure from CRH, including the timing, manner, or motivations therefor; (d) any Individual Defendant's compliance or non-compliance with his or her contractual obligations to CRH; (e) Verdana's business operations, financial condition, or competitive position in the omnichannel retail and ecommerce market; (f) Verdana's growth strategy, business plans, or strategic initiatives; and (g) Verdana's decision to hire or engage any of the Individual Defendants, including the terms, timing, or circumstances thereof.

CRH shall use commercially reasonable efforts to ensure that all CRH Representatives are made aware of and comply with the non-disparagement obligations set forth in this Section 2.1, including by disseminating a written directive to all individuals identified as CRH Representatives within five (5) business days of the execution of the Agreement, instructing such individuals of their obligations hereunder.

2.2 Obligations of the Individual Defendants.

Each Individual Defendant shall not, directly or indirectly, make, publish, disseminate, or cause to be made, published, or disseminated any Disparaging Statement concerning CRH, its officers, directors, employees, business operations, products, services, or strategies. This obligation runs individually to each of the eight Individual Defendants: Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson. The breach of this Section 2.2 by any one Individual Defendant shall not be imputed to any other Individual Defendant; rather, each Individual Defendant's obligation hereunder is several and not joint.

Without limiting the generality of the foregoing, the Individual Defendants are specifically prohibited from making any Disparaging Statement regarding: (a) CRH's management, leadership, or corporate governance, including the competence, judgment, or integrity of any current or former officer or director of CRH; (b) CRH's workplace culture, working conditions, employment practices, or human resources policies; (c) CRH's merchandising operations, retail strategy, supply chain management, or product assortment; (d) CRH's business strategies, including but not limited to the strategic initiative known internally as "Project Ridgeline" and any successor or related initiatives; (e) CRH's vendor relationships, including relationships with any vendors identified on the list of Top 50 CRH Vendors set forth in Exhibit C to the Agreement; (f) CRH's competitive position in the omnichannel retail and ecommerce market, its market share, or its financial performance or prospects; and (g) CRH's decision to pursue the Action, to assert claims against the Individual Defendants or Verdana, or to enforce the restrictive covenant obligations contained in the Individual Defendants' respective employment agreements with CRH.

Each Individual Defendant shall use commercially reasonable efforts to ensure that his or her respective Individual Defendant Representatives are made aware of and comply with the non-disparagement obligations set forth in this Section 2.2.

2.3 Obligations of Verdana.

Verdana and the Verdana Representatives shall not, directly or indirectly, make, publish, disseminate, or cause to be made, published, or disseminated any Disparaging Statement concerning CRH, its officers, directors, employees, business operations, products, services, or strategies.

Without limiting the generality of the foregoing, Verdana and the Verdana Representatives are specifically prohibited from making any Disparaging Statement regarding: (a) CRH's decision to enforce the restrictive covenant provisions contained in the Individual Defendants' respective employment agreements, including any characterization of such enforcement as improper, overreaching, anticompetitive, or retaliatory; (b) the merits of CRH's claims asserted in the Action, including CRH's claims for breach of contract, misappropriation of trade secrets, tortious interference, and unfair competition; (c) CRH's competitive position in the omnichannel retail and ecommerce market, its market share, its financial performance or prospects, or the quality of its products or services; and (d) the qualifications, competence, judgment, or integrity of any officer, director, or employee of CRH.

This obligation extends to Greystone Capital Partners, LP and its Managing Partner, Elliot Westbrook, in their capacity as private equity sponsor and representative of Verdana. Verdana shall use commercially reasonable efforts to ensure that Greystone Capital Partners, LP and Elliot Westbrook are made aware of and comply with the non-disparagement obligations set forth in this Section 2.3, and shall be responsible for any breach by Greystone Capital Partners, LP or Elliot Westbrook of such obligations to the extent provided in Section 7 hereof.

2.4 Scope of Obligation — Social Media and Electronic Communications.

The non-disparagement obligations set forth in Sections 2.1, 2.2, and 2.3 above apply to all forms of communication, regardless of the medium, platform, or channel through which such communication is made or disseminated. Without limiting the generality of the foregoing, the non-disparagement obligations apply to: press releases; press conferences and media availabilities; media interviews, whether on the record, on background, or off the record; industry presentations, keynote addresses, and panel discussions at conferences, trade shows, or other events; social media posts, comments, replies, and direct messages on any platform, including but not limited to Westmark Health IT, X (formerly Fenmore Solutions), Northpoint Services Inc., Kestrel Services Inc., Threads, Dunmore & Co., Reddit, and any similar or successor platforms; blog posts, articles, and opinion pieces, whether published on a party's own website or on a third-party platform; podcast appearances, webinars, and recorded video content; private communications, including emails, text messages, and messaging application communications (including Harborline Technologies, Meridian Services Inc., Meridian Solutions, and similar platforms), to the extent such communications are reasonably likely to become public or to be further disseminated beyond the intended recipient; and any other form of oral, written, or electronic communication.

Each party agrees that, within five (5) business days of receiving written notice from another party identifying a specific Disparaging Statement that is within the control of the noticed party, such party shall remove, delete, retract, or cause to be removed, deleted, or retracted such Disparaging Statement from any website, social media account, blog, or other electronic platform within its control. Failure to remove or cause the removal of an identified Disparaging Statement within the five (5) business day period specified herein shall constitute a separate and independent breach of this Exhibit E, subject to the remedies set forth in Section 5.

Section 3. Duration

3.1 Commencement and Term. The non-disparagement obligations set forth in this Exhibit E shall commence on the date of execution of the Agreement (the "Execution Date"), which the parties have targeted as April 14, 2025, and shall continue for a period of three (3) years from the Execution Date (the "Non-Disparagement Period"), expiring at 11:59 p.m. Eastern Time on April 14, 2028, unless earlier terminated or extended by mutual written agreement of the parties.

3.2 Survival. The non-disparagement obligations set forth in this Exhibit E shall survive the termination or expiration of all other provisions of the Agreement, including without limitation: (a) the modified restrictive covenants set forth in Exhibit A to the Agreement, specifically including Priya Rathore's twelve (12)-month non-competition covenant expiring on February 6, 2026, the nine (9)-month non-competition covenants applicable to the other seven Individual Defendants (Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson) expiring on November 6, 2025, the eighteen (18)-month employee non-solicitation covenant applicable to all Individual Defendants expiring on August 6, 2026, and the twelve (12)-month vendor non-solicitation covenant applicable to all Individual Defendants expiring on February 6, 2026; (b) the data return and destruction obligations set forth in Exhibit B to the Agreement; and (c) the compliance monitor engagement with Aldwyn Compliance Solutions LLC, as more fully described in Exhibit D to the Agreement, regardless of when such engagement is concluded or terminated. For the avoidance of doubt, the expiration or termination of any of the foregoing provisions shall have no effect on the continuing obligations of the parties under this Exhibit E during the Non-Disparagement Period.

3.3 Post-Expiration Obligations. The expiration of the Non-Disparagement Period shall not relieve any party of liability for any breach of this Exhibit E that occurred during the Non-Disparagement Period. Claims for breach of this Exhibit E that arose during the Non-Disparagement Period may be asserted after the expiration of the Non-Disparagement Period, subject to applicable statutes of limitations.

Section 4. Permitted Communications and Exceptions

Notwithstanding the obligations set forth in Section 2, the following communications shall constitute Permitted Communications and shall not be deemed a violation of this Exhibit E:

4.1 Legally Compelled Disclosures.

Nothing in this Exhibit E shall prohibit any party from making truthful statements that are:

(a) compelled by valid legal process, including a subpoena, civil investigative demand, court order, or similar process issued by a court of competent jurisdiction or governmental authority;

(b) required by applicable law, statute, or regulation, including without limitation the disclosure obligations imposed by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC"), such as the obligation to file a Current Report on Form 8-K or to disclose the settlement as a subsequent event in a Quarterly Report on Form 10-Q;

(c) required to be made to any governmental or regulatory authority, including the SEC, the U.S. Department of Justice, the Federal Trade Commission, the Internal Revenue Service, or any state attorney general, whether in connection with an investigation, examination, audit, or enforcement action; or

(d) made in connection with the enforcement of the Agreement or the Consent Order before the Delaware Court of Chancery in C.A. No. 2025-0198-MTZ, including any motion, brief, affidavit, declaration, or other filing submitted in connection therewith.

In the event that any party receives legal process, a governmental request, or other compulsion requiring disclosure of information that may implicate the non-disparagement obligations set forth herein, the disclosing party shall, to the extent legally permissible and practicable, provide prompt written notice to the other parties (in accordance with Section 9) of such legal process or request, in order to afford the affected party a reasonable opportunity to seek a protective order, motion to quash, or other appropriate relief. Such notice shall be provided no fewer than five (5) business days prior to the required disclosure, or as promptly as practicable if fewer than five (5) business days' notice is feasible given the circumstances. Nothing in this Section 4.1 shall require any party to take any action that would violate applicable law or place such party in contempt of a court order.

4.2 Internal Communications.

Communications made internally within an organization (whether CRH, Verdana, or Greystone Capital Partners, LP) for legitimate business purposes shall be deemed Permitted Communications, provided that such communications are made to persons with a reasonable need to know and are not intended or reasonably expected to be communicated, disseminated, or disclosed externally.

Without limiting the generality of the foregoing:

(a) CRH may communicate internally with its board of directors (including Dr. Lorraine Stahl in her capacity as Chair of the Audit Committee of the Board of Directors), officers, and employees regarding the settlement and its terms, the obligations imposed by the Agreement and the Consent Order, and the status of compliance with the Agreement, in each case for legitimate corporate governance and business management purposes.

(b) CRH may communicate with its outside auditors, Hargrove & Tillett CPA, PLLC (Denise Wheatley, engagement partner), for purposes of financial reporting, audit procedures, litigation contingency accrual assessment under ASC 450-20 (formerly SFAS No. 5), and related disclosure matters in CRH's periodic reports filed with the SEC.

(c) CRH may communicate with Keypoint National Bank, N.A., in its capacity as administrative agent under CRH's $750 million senior secured revolving credit facility, to the extent required by the material litigation reporting covenant set forth in Section 6.02(c) of the Credit Agreement dated as of September 12, 2022, as amended, among CRH, the lenders party thereto, and Keypoint National Bank, N.A., as administrative agent, and any similar covenant or reporting obligation under such Credit Agreement or any amendment, restatement, supplement, or refinancing thereof.

(d) CRH may communicate with Northland Trust Company, in its capacity as plan administrator and recordkeeper, regarding the cancellation, forfeiture, or adjustment of unvested restricted stock unit ("RSU") awards previously granted to the Individual Defendants under CRH's 2021 Equity Incentive Plan, to the extent necessary to effect the treatment of such awards as provided in the Agreement.

The foregoing permissions shall not be construed to authorize the making of any Disparaging Statement within an internal communication; rather, such internal communications shall be factual, measured, and limited to the information reasonably necessary for the stated business purpose.

4.3 Neutral Reference Statements.

CRH shall provide only neutral reference information regarding the Individual Defendants in response to employment reference inquiries from prospective employers or their agents. Such neutral reference information shall be limited to the following: (a) confirmation of dates of employment with CRH; (b) the title or titles held by the Individual Defendant during his or her employment with CRH; and (c) confirmation that the Individual Defendant is not eligible for rehire.

CRH shall not characterize the circumstances of any Individual Defendant's departure from CRH beyond stating that the individual resigned voluntarily. CRH shall not provide any qualitative assessment of any Individual Defendant's job performance, professional competence, or character in response to any employment reference inquiry. All employment reference inquiries received by CRH regarding any Individual Defendant shall be directed to Roland Ashby, Chief People Officer, or his designee, who shall respond in accordance with this Section 4.3. CRH shall instruct all CRH Representatives that they are not authorized to provide employment references for any Individual Defendant and that all such inquiries must be directed to the Chief People Officer.

4.4 Testimony in Proceedings.

Truthful testimony compelled in any legal, administrative, regulatory, or arbitral proceeding — whether by deposition, trial testimony, hearing testimony, or otherwise — shall not constitute a violation of this Exhibit E. This exception applies regardless of whether the proceeding involves the parties to this Agreement or third parties, and regardless of the subject matter of the proceeding. Notwithstanding the foregoing, the testifying party shall not volunteer Disparaging Statements beyond the scope of the questions asked by examining counsel. The testifying party shall answer questions truthfully and completely as required by law, but shall not use the occasion of testimony to make gratuitous or unrequested statements that would constitute Disparaging Statements if made outside the context of compelled testimony.

4.5 Public Filings and Agreed Statements.

The parties may make factual statements that are consistent with:

(a) the public filings made in C.A. No. 2025-0198-MTZ in the Court of Chancery of the State of Delaware, including the verified complaint, any amended complaint, responsive pleadings, motions, briefs, orders, and the Consent Order, in each case as filed on the public docket;

(b) any SEC filings made by CRH (Nasdaq: CRHL), including any Current Report on Form 8-K, Quarterly Report on Form 10-Q, or Annual Report on Form 10-K disclosing the existence, terms, or financial impact of the settlement, provided that such filings are prepared in good faith and in compliance with applicable securities laws and regulations; and

(c) any jointly agreed press statement or public communication issued by the parties as provided in Section 6 of this Exhibit E.

For the avoidance of doubt, the act of referencing or quoting from a public filing shall not, in and of itself, constitute a Disparaging Statement, provided that the party making such reference does not selectively quote from or mischaracterize the content of such filing in a manner that is false, misleading, or reasonably likely to cause reputational harm.

Section 5. Remedies for Breach

5.1 Injunctive Relief.

Each party acknowledges and agrees that the non-disparagement obligations set forth in this Exhibit E are reasonable and necessary for the protection of the legitimate interests of the other parties, and that a breach of any such obligation would cause irreparable harm to the non-breaching party that would not be adequately compensable by an award of monetary damages alone. Accordingly, in the event of any breach or threatened breach of the non-disparagement obligations set forth herein, the non-breaching party or parties shall be entitled to seek equitable relief, including temporary restraining orders, preliminary injunctive relief, and permanent injunctive relief, in the Court of Chancery of the State of Delaware (which retains jurisdiction over the parties and the subject matter of the Agreement pursuant to the Consent Order entered in C.A. No. 2025-0198-MTZ before Vice Chancellor Margaret T. Zhao), without the necessity of: (a) posting any bond, surety, or other security; or (b) proving actual damages or irreparable harm (the existence of which is conclusively presumed by the parties for purposes of this Section 5.1). The right to seek injunctive relief shall be in addition to, and not in lieu of, any other remedies available at law or in equity, including the liquidated damages provided for in Section 5.2 and the attorneys' fees recovery provided for in Section 5.3.

5.2 Liquidated Damages.

In addition to injunctive relief, any party that breaches the non-disparagement obligations set forth in Section 2 of this Exhibit E shall pay liquidated damages in the amount of Fifty Thousand Dollars ($50,000.00) per Disparaging Statement, or per occurrence if the Disparaging Statement is repeated, republished, retweeted, shared, or otherwise further disseminated by the breaching party or at the direction of the breaching party. The parties acknowledge and agree that: (a) the actual damages that would be suffered by a non-breaching party as a result of a breach of the non-disparagement obligations are difficult or impossible to calculate with precision; (b) the amount of Fifty Thousand Dollars ($50,000.00) per Disparaging Statement represents a reasonable estimate of the probable loss that would be suffered by the non-breaching party, taking into account the difficulty of quantifying reputational harm, the potential for loss of business relationships, and the disruption to business operations that may result from Disparaging Statements; and (c) the liquidated damages amount is not intended as, and shall not be construed as, a penalty.

Notwithstanding the foregoing, the liquidated damages set forth in this Section 5.2 shall not limit or restrict the right of the non-breaching party to seek and recover actual, consequential, or special damages to the extent such damages are provable and exceed the liquidated damages amount. In no event shall the payment of liquidated damages be deemed to authorize or license the breaching party to continue making Disparaging Statements; any further Disparaging Statement following the payment of liquidated damages shall constitute a separate and independent breach, subject to additional liquidated damages and other remedies.

5.3 Attorneys' Fees.

The prevailing party in any action, proceeding, or motion to enforce the provisions of this Exhibit E shall be entitled to recover its reasonable attorneys' fees, costs, and expenses (including expert fees and costs of discovery) from the breaching party, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 5.3, the "prevailing party" shall be the party that substantially prevails on the merits of the enforcement action, as determined by the Court of Chancery of the State of Delaware.

Section 6. Agreed Public Statements

6.1 Joint Press Statement.

The parties shall issue a jointly agreed press statement (the "Joint Press Statement") upon the execution of the Agreement. The text of the Joint Press Statement shall be agreed upon in advance of the Execution Date by CRH (acting through its counsel, Calderwood & Harkness LLP, specifically Bernard Crawford), the Individual Defendants (acting through their counsel, Whitfield, Nygaard & Doyle LLP, specifically Catherine Nygaard), and Verdana (acting through its counsel, Blackhall & Soren LLP, specifically Gavin Blackhall). Each party's counsel shall have the opportunity to review and comment on drafts of the Joint Press Statement, and the final text shall not be issued until all three parties (through their respective counsel) have approved it in writing.

The Joint Press Statement shall be factual and neutral in tone. The Joint Press Statement shall state that the parties have resolved the litigation captioned Cascade Retail Holdings Inc. v. Rathore et al., C.A. No. 2025-0198-MTZ (Del. Ch.), and have entered into a settlement agreement on mutually agreeable terms. The Joint Press Statement shall not characterize the merits of the claims asserted by CRH or the defenses raised by the Individual Defendants or Verdana, and shall not assign blame, fault, or responsibility to any party for the events giving rise to the Action. The Joint Press Statement may include, at the parties' mutual agreement, a brief forward-looking statement expressing the parties' mutual desire to move forward constructively.

6.2 Limitation on Supplemental Statements.

No party shall issue any press release, public statement, media communication, investor communication, or analyst communication regarding the settlement, the Action, or the circumstances giving rise thereto beyond the Joint Press Statement, except as permitted under Section 4 (Permitted Communications) of this Exhibit E. This limitation applies to all CRH Representatives, all Individual Defendant Representatives, and all Verdana Representatives.

In the event that any party or its Representatives receive unsolicited inquiries from members of the media, industry analysts, investors, or other third parties regarding the settlement, the Action, or the circumstances giving rise thereto, responses to such inquiries shall be limited to the following approved statement: "The matter has been resolved to the satisfaction of the parties. We have no further comment." No party shall elaborate upon, supplement, or deviate from this approved response, except to the extent permitted under Section 4 of this Exhibit E. Each party shall instruct its Representatives to direct all media inquiries regarding the foregoing subjects to the party's designated spokesperson, who shall be responsible for providing the approved response.

Section 7. Attribution and Vicarious Responsibility

7.1 General Principle. Each party shall be responsible for ensuring that its respective Representatives, agents, and spokespersons comply with the non-disparagement obligations set forth in this Exhibit E. Each party shall take all steps reasonably necessary to inform its Representatives, agents, and spokespersons of the existence and terms of these Non-Disparagement Provisions and to obtain their compliance therewith.

7.2 Attribution of Statements. A Disparaging Statement made by a Representative, agent, or spokesperson of a party shall be attributed to the principal party for all purposes under this Exhibit E, including for purposes of determining liability and assessing remedies under Section 5. Without limiting the generality of the foregoing:

(a) CRH shall be responsible for any Disparaging Statement made by any CRH Representative, including any officer, director, employee, agent, authorized spokesperson, or outside counsel of CRH identified in Section 1.2 hereof.

(b) Each Individual Defendant shall be responsible for his or her own Disparaging Statements and for any Disparaging Statement made by his or her agents, representatives, or outside counsel identified in Section 1.4 hereof. For the avoidance of doubt, the liability of each Individual Defendant under this Section 7.2(b) is several and not joint; no Individual Defendant shall be liable for a Disparaging Statement made by another Individual Defendant or by the agents or representatives of another Individual Defendant.

(c) Verdana shall be responsible for any Disparaging Statement made by any Verdana Representative, including any officer, director, employee, agent, authorized spokesperson, or outside counsel of Verdana identified in Section 1.3 hereof, and including any Disparaging Statement made by personnel of Greystone Capital Partners, LP or by Elliot Westbrook to the extent such statement relates to Verdana, CRH, the Individual Defendants, the Action, or the hiring of the Individual Defendants by Verdana.

7.3 Mitigation Obligation. In the event that any party becomes aware that one of its Representatives, agents, or spokespersons has made a Disparaging Statement, such party shall promptly take all steps within its reasonable control to mitigate the harm caused by such statement, including requesting the retraction or deletion of such statement. Prompt remedial action by the responsible party shall be considered by the Court of Chancery as a mitigating factor in assessing remedies for breach, but shall not constitute a defense to liability under this Exhibit E.

Section 8. Governing Law and Jurisdiction

8.1 Governing Law. This Exhibit E shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts-of-law principles thereof that would require or permit the application of the laws of any other jurisdiction.

8.2 Exclusive Jurisdiction. The parties agree that the Court of Chancery of the State of Delaware shall have exclusive jurisdiction over any action, proceeding, or motion arising out of or relating to this Exhibit E, including any action to enforce the non-disparagement obligations set forth herein or to obtain any of the remedies described in Section 5. The Court of Chancery retains jurisdiction over the parties and the subject matter of the Agreement pursuant to the Consent Order entered in C.A. No. 2025-0198-MTZ before Vice Chancellor Margaret T. Zhao, and the parties consent to the exercise of such jurisdiction for purposes of this Exhibit E.

8.3 Consent to Jurisdiction and Waiver of Objections. Each party hereby irrevocably and unconditionally: (a) consents to the personal jurisdiction of the Court of Chancery of the State of Delaware for all purposes arising under or relating to this Exhibit E; (b) waives any objection that it may now or hereafter have to the laying of venue of any action, proceeding, or motion in the Court of Chancery of the State of Delaware; and (c) waives any claim that any action, proceeding, or motion brought in the Court of Chancery of the State of Delaware has been brought in an inconvenient forum.

Section 9. Notices

9.1 Notice of Alleged Breach. Any notice of an alleged breach of the non-disparagement obligations set forth in this Exhibit E, or any other notice required or permitted to be given under this Exhibit E, shall be in writing and shall be delivered to the following addresses (or to such other addresses as a party may designate in writing in accordance with this Section 9):

If to CRH:

Theresa Yun-Park General Counsel Cascade Retail Holdings Inc. 2200 Elliott Avenue West, Suite 3400 Seattle, WA 98119

with a copy (which shall not constitute notice) to:

Bernard Crawford Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005

If to any Individual Defendant:

c/o Catherine Nygaard Whitfield, Nygaard & Doyle LLP 1000 North Market Street, Suite 1500 Wilmington, DE 19801

If to Verdana:

Helen Tsoi General Counsel Verdana Commerce Group, Inc. 400 Christiana Gateway, Suite 700 Wilmington, DE 19801

with a copy (which shall not constitute notice) to:

Gavin Blackhall Blackhall & Soren LLP 300 Delaware Avenue, Suite 900 Wilmington, DE 19801

9.2 Method and Effectiveness of Notice. Notices shall be delivered by: (a) personal delivery; (b) nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC); or (c) U.S. mail, postage prepaid, certified, return receipt requested. Notice shall be deemed effective: (i) upon receipt, if delivered personally; (ii) upon receipt, if delivered by overnight courier; or (iii) three (3) business days after deposit in the U.S. mail, postage prepaid, certified, return receipt requested. For purposes of this Section 9, "business day" shall mean any day other than a Saturday, Sunday, or day on which commercial banking institutions in Wilmington, Delaware are authorized or required by law to be closed.

Section 10. Miscellaneous

10.1 Severability. If any provision of this Exhibit E, or the application of any such provision to any party or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Exhibit E shall remain in full force and effect, and the application of such provision to other parties or circumstances shall not be affected. In the event that any provision is held to be invalid, illegal, or unenforceable, the parties agree that such provision shall be reformed, modified, and construed to the minimum extent necessary to render it valid, legal, and enforceable, while preserving to the greatest extent possible the original intent and economic effect of the provision as agreed by the parties.

10.2 No Implied Waiver.

No failure or delay by any party in exercising any right, power, or remedy under this Exhibit E shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Exhibit E shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought.

10.3 Entire Agreement.

This Exhibit E, together with the Agreement and the other Exhibits thereto — specifically, Exhibit A (Modified Restrictive Covenant Terms), Exhibit B (Data Return and Destruction Protocol), Exhibit C (List of Top 50 CRH Vendors), and Exhibit D (Form of Compliance Monitor Engagement Letter) — constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether written or oral, with respect to the subject matter hereof.

10.4 Amendments. No provision of this Exhibit E may be amended, modified, supplemented, or waived except by a written instrument duly executed by CRH, all eight Individual Defendants (Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson), and Verdana. No amendment shall be effective unless it expressly references this Exhibit E and states the parties' intent to amend the specific provision or provisions identified therein.

10.5 Counterparts. This Exhibit E may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile transmission or by electronic transmission in portable document format (PDF) shall be effective as delivery of a manually executed counterpart.

Signature block Reference

This Exhibit E is incorporated by reference into and executed as an integral part of the Standstill and Settlement Agreement dated as of April 14, 2025. No separate signature page is required for this Exhibit E. The execution of the Agreement by each of the signatories thereto shall constitute execution and acceptance of this Exhibit E and all terms and obligations contained herein.

The signatories to the Agreement, and accordingly to this Exhibit E, are:

Cascade Retail Holdings Inc., by Marcus Langford, Chief Executive Officer, or Theresa Yun-Park, General Counsel

Priya Rathore, individually

Derek Linden, individually

Sonia Kaczmarek, individually

Amara Osei, individually

Brent Halvorsen, individually

Lucia Fernandez-Gill, individually

Nathan Tsao, individually

Kira Johansson, individually

Verdana Commerce Group, Inc., by Warren Dietrich, Chief Executive Officer, or Helen Tsoi, General Counsel

[Remainder of page intentionally left blank]

EXHIBIT E
MUTUAL NON-DISPARAGEMENT PROVISIONS
This Exhibit E (these "Non-Disparagement Provisions") is attached to and forms a part of the Standstill and Settlement Agreement dated as of April 14, 2025 (the "Agreement"), among Cascade Retail Holdings Inc., a Delaware corporation ("CRH"), Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (each, an "Individual Defendant" and collectively, the "Individual Defendants" or the "Rathore Group"), and Verdana Commerce Group, Inc., a Delaware corporation ("Verdana" or "VCG").
This Exhibit E is incorporated into and forms a part of the Agreement by reference. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement, including as set forth in Article I thereof. This Exhibit E is entered into in connection with the resolution of the civil action styled Cascade Retail Holdings Inc. v. Rathore et al., C.A. No. 2025-0198-MTZ, pending before Vice Chancellor Margaret T. Zhao in the Court of Chancery of the State of Delaware (the "Action"), and the Consent Order to be entered therein.
The parties acknowledge that the mutual non-disparagement obligations set forth herein are a material inducement for each party's willingness to enter into the Agreement and to resolve the Action, and that the absence of these provisions would have materially altered the consideration exchanged under the Agreement.
Section 1. Definitions
For purposes of this Exhibit E, the following terms shall have the meanings set forth below:
1.1 "Disparaging Statement" shall mean any statement, whether written, oral, electronic, or otherwise communicated, that is false, misleading, derogatory, defamatory, or reasonably likely to cause harm to the reputation, business, business relationships, goodwill, or standing of the subject party. Without limiting the generality of the foregoing, a Disparaging Statement includes, but is not limited to, statements regarding: (a) the Action and the litigation proceedings therein; (b) the facts, circumstances, events, or allegations giving rise to the Agreement; (c) the departures of the Individual Defendants from their employment with CRH; (d) the hiring or engagement of the Individual Defendants by Verdana or any of its affiliates; (e) the terms, conditions, or provisions of the settlement reflected in the Agreement (to the extent such terms are not publicly disclosed pursuant to the Agreement or the Consent Order entered in the Action); and (f) any party's motivations, intentions, or conduct in connection with any of the foregoing matters. For the avoidance of doubt, a statement may constitute a Disparaging Statement regardless of whether it is characterized as opinion, commentary, or analysis, if such statement conveys or implies false or misleading assertions of fact or is reasonably likely to cause reputational harm to the subject party.
1.2 "CRH Representatives" shall mean CRH and its current officers, directors, employees, agents, and authorized spokespersons, specifically including the following individuals: Marcus Langford (Chief Executive Officer), Theresa Yun-Park (General Counsel), Roland Ashby (Chief People Officer), Martin Cho (Vice President, Merchandising; Interim Senior Vice President), and Dr. Lorraine Stahl (Chair, Audit Committee of the Board of Directors of CRH), together with CRH's outside counsel in the Action, Calderwood & Harkness LLP, and the following attorneys of that firm: Bernard Crawford, Renata Vasquez, James Underwood, and Devon Archer. The term "CRH Representatives" shall also include any successor, assign, or replacement of any of the foregoing individuals who assumes substantially similar responsibilities during the term of these Non-Disparagement Provisions, provided that CRH shall provide written notice to the other parties identifying any such successor within ten (10) business days of such appointment.
1.3 "Verdana Representatives" shall mean Verdana and its current officers, directors, employees, agents, and authorized spokespersons, specifically including Warren Dietrich (Chief Executive Officer) and Helen Tsoi (General Counsel), together with Verdana's outside counsel in the Action, Blackhall & Soren LLP, and the following attorneys of that firm: Gavin Blackhall and Meredith Lau. The term "Verdana Representatives" shall also include Greystone Capital Partners, LP, a Delaware limited partnership, and its Managing Partner, Elliot Westbrook, solely in their capacity relating to Verdana, its business, the Action, or the hiring of the Individual Defendants by Verdana. For the avoidance of doubt, Greystone Capital Partners, LP and Elliot Westbrook shall not be deemed Verdana Representatives with respect to statements that do not relate to Verdana, CRH, the Individual Defendants, or the subject matter of the Agreement or the Action.
1.4 "Individual Defendant Representatives" shall mean each Individual Defendant and his or her respective agents, representatives, and outside counsel in the Action, Whitfield, Nygaard & Doyle LLP, and the following attorneys of that firm: Catherine Nygaard and Travis Beaumont. Each Individual Defendant shall be deemed an Individual Defendant Representative with respect to his or her own obligations hereunder and with respect to the obligations of his or her personal agents and representatives.
1.5 "Permitted Communications" shall mean those communications and disclosures that are expressly excepted from the non-disparagement obligations set forth herein, as described in Section 4 of this Exhibit E.
Section 2. Non-Disparagement Obligations
2.1 Obligations of CRH.
CRH and the CRH Representatives shall not, directly or indirectly, make, publish, disseminate, or cause to be made, published, or disseminated any Disparaging Statement concerning any Individual Defendant, Verdana, or Greystone Capital Partners, LP. This obligation extends to statements made to any person or entity, including but not limited to members of the media (whether print, broadcast, online, or otherwise), industry contacts, trade association members, vendors, suppliers, customers, employees (whether current or former), investors, securities analysts, financial advisors, and any other third party.
Without limiting the generality of the foregoing, CRH and the CRH Representatives are specifically prohibited from making any Disparaging Statement regarding: (a) any Individual Defendant's professional competence, qualifications, skills, expertise, or job performance; (b) any Individual Defendant's integrity, character, honesty, or ethical standards; (c) the circumstances of any Individual Defendant's departure from CRH, including the timing, manner, or motivations therefor; (d) any Individual Defendant's compliance or non-compliance with his or her contractual obligations to CRH; (e) Verdana's business operations, financial condition, or competitive position in the omnichannel retail and ecommerce market; (f) Verdana's growth strategy, business plans, or strategic initiatives; and (g) Verdana's decision to hire or engage any of the Individual Defendants, including the terms, timing, or circumstances thereof.
CRH shall use commercially reasonable efforts to ensure that all CRH Representatives are made aware of and comply with the non-disparagement obligations set forth in this Section 2.1, including by disseminating a written directive to all individuals identified as CRH Representatives within five (5) business days of the execution of the Agreement, instructing such individuals of their obligations hereunder.
2.2 Obligations of the Individual Defendants.
Each Individual Defendant shall not, directly or indirectly, make, publish, disseminate, or cause to be made, published, or disseminated any Disparaging Statement concerning CRH, its officers, directors, employees, business operations, products, services, or strategies. This obligation runs individually to each of the eight Individual Defendants: Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson. The breach of this Section 2.2 by any one Individual Defendant shall not be imputed to any other Individual Defendant; rather, each Individual Defendant's obligation hereunder is several and not joint.
Without limiting the generality of the foregoing, the Individual Defendants are specifically prohibited from making any Disparaging Statement regarding: (a) CRH's management, leadership, or corporate governance, including the competence, judgment, or integrity of any current or former officer or director of CRH; (b) CRH's workplace culture, working conditions, employment practices, or human resources policies; (c) CRH's merchandising operations, retail strategy, supply chain management, or product assortment; (d) CRH's business strategies, including but not limited to the strategic initiative known internally as "Project Ridgeline" and any successor or related initiatives; (e) CRH's vendor relationships, including relationships with any vendors identified on the list of Top 50 CRH Vendors set forth in Exhibit C to the Agreement; (f) CRH's competitive position in the omnichannel retail and ecommerce market, its market share, or its financial performance or prospects; and (g) CRH's decision to pursue the Action, to assert claims against the Individual Defendants or Verdana, or to enforce the restrictive covenant obligations contained in the Individual Defendants' respective employment agreements with CRH.
Each Individual Defendant shall use commercially reasonable efforts to ensure that his or her respective Individual Defendant Representatives are made aware of and comply with the non-disparagement obligations set forth in this Section 2.2.
2.3 Obligations of Verdana.
Verdana and the Verdana Representatives shall not, directly or indirectly, make, publish, disseminate, or cause to be made, published, or disseminated any Disparaging Statement concerning CRH, its officers, directors, employees, business operations, products, services, or strategies.
Without limiting the generality of the foregoing, Verdana and the Verdana Representatives are specifically prohibited from making any Disparaging Statement regarding: (a) CRH's decision to enforce the restrictive covenant provisions contained in the Individual Defendants' respective employment agreements, including any characterization of such enforcement as improper, overreaching, anticompetitive, or retaliatory; (b) the merits of CRH's claims asserted in the Action, including CRH's claims for breach of contract, misappropriation of trade secrets, tortious interference, and unfair competition; (c) CRH's competitive position in the omnichannel retail and ecommerce market, its market share, its financial performance or prospects, or the quality of its products or services; and (d) the qualifications, competence, judgment, or integrity of any officer, director, or employee of CRH.
This obligation extends to Greystone Capital Partners, LP and its Managing Partner, Elliot Westbrook, in their capacity as private equity sponsor and representative of Verdana. Verdana shall use commercially reasonable efforts to ensure that Greystone Capital Partners, LP and Elliot Westbrook are made aware of and comply with the non-disparagement obligations set forth in this Section 2.3, and shall be responsible for any breach by Greystone Capital Partners, LP or Elliot Westbrook of such obligations to the extent provided in Section 7 hereof.
2.4 Scope of Obligation — Social Media and Electronic Communications.
The non-disparagement obligations set forth in Sections 2.1, 2.2, and 2.3 above apply to all forms of communication, regardless of the medium, platform, or channel through which such communication is made or disseminated. Without limiting the generality of the foregoing, the non-disparagement obligations apply to: press releases; press conferences and media availabilities; media interviews, whether on the record, on background, or off the record; industry presentations, keynote addresses, and panel discussions at conferences, trade shows, or other events; social media posts, comments, replies, and direct messages on any platform, including but not limited to Westmark Health IT, X (formerly Fenmore Solutions), Northpoint Services Inc., Kestrel Services Inc., Threads, Dunmore & Co., Reddit, and any similar or successor platforms; blog posts, articles, and opinion pieces, whether published on a party's own website or on a third-party platform; podcast appearances, webinars, and recorded video content; private communications, including emails, text messages, and messaging application communications (including Harborline Technologies, Meridian Services Inc., Meridian Solutions, and similar platforms), to the extent such communications are reasonably likely to become public or to be further disseminated beyond the intended recipient; and any other form of oral, written, or electronic communication.
Each party agrees that, within five (5) business days of receiving written notice from another party identifying a specific Disparaging Statement that is within the control of the noticed party, such party shall remove, delete, retract, or cause to be removed, deleted, or retracted such Disparaging Statement from any website, social media account, blog, or other electronic platform within its control. Failure to remove or cause the removal of an identified Disparaging Statement within the five (5) business day period specified herein shall constitute a separate and independent breach of this Exhibit E, subject to the remedies set forth in Section 5.
Section 3. Duration
3.1 Commencement and Term. The non-disparagement obligations set forth in this Exhibit E shall commence on the date of execution of the Agreement (the "Execution Date"), which the parties have targeted as April 14, 2025, and shall continue for a period of three (3) years from the Execution Date (the "Non-Disparagement Period"), expiring at 11:59 p.m. Eastern Time on April 14, 2028, unless earlier terminated or extended by mutual written agreement of the parties.
3.2 Survival. The non-disparagement obligations set forth in this Exhibit E shall survive the termination or expiration of all other provisions of the Agreement, including without limitation: (a) the modified restrictive covenants set forth in Exhibit A to the Agreement, specifically including Priya Rathore's twelve (12)-month non-competition covenant expiring on February 6, 2026, the nine (9)-month non-competition covenants applicable to the other seven Individual Defendants (Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson) expiring on November 6, 2025, the eighteen (18)-month employee non-solicitation covenant applicable to all Individual Defendants expiring on August 6, 2026, and the twelve (12)-month vendor non-solicitation covenant applicable to all Individual Defendants expiring on February 6, 2026; (b) the data return and destruction obligations set forth in Exhibit B to the Agreement; and (c) the compliance monitor engagement with Aldwyn Compliance Solutions LLC, as more fully described in Exhibit D to the Agreement, regardless of when such engagement is concluded or terminated. For the avoidance of doubt, the expiration or termination of any of the foregoing provisions shall have no effect on the continuing obligations of the parties under this Exhibit E during the Non-Disparagement Period.
3.3 Post-Expiration Obligations. The expiration of the Non-Disparagement Period shall not relieve any party of liability for any breach of this Exhibit E that occurred during the Non-Disparagement Period. Claims for breach of this Exhibit E that arose during the Non-Disparagement Period may be asserted after the expiration of the Non-Disparagement Period, subject to applicable statutes of limitations.
Section 4. Permitted Communications and Exceptions
Notwithstanding the obligations set forth in Section 2, the following communications shall constitute Permitted Communications and shall not be deemed a violation of this Exhibit E:
4.1 Legally Compelled Disclosures.
Nothing in this Exhibit E shall prohibit any party from making truthful statements that are:
(a) compelled by valid legal process, including a subpoena, civil investigative demand, court order, or similar process issued by a court of competent jurisdiction or governmental authority;
(b) required by applicable law, statute, or regulation, including without limitation the disclosure obligations imposed by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC"), such as the obligation to file a Current Report on Form 8-K or to disclose the settlement as a subsequent event in a Quarterly Report on Form 10-Q;
(c) required to be made to any governmental or regulatory authority, including the SEC, the U.S. Department of Justice, the Federal Trade Commission, the Internal Revenue Service, or any state attorney general, whether in connection with an investigation, examination, audit, or enforcement action; or
(d) made in connection with the enforcement of the Agreement or the Consent Order before the Delaware Court of Chancery in C.A. No. 2025-0198-MTZ, including any motion, brief, affidavit, declaration, or other filing submitted in connection therewith.
In the event that any party receives legal process, a governmental request, or other compulsion requiring disclosure of information that may implicate the non-disparagement obligations set forth herein, the disclosing party shall, to the extent legally permissible and practicable, provide prompt written notice to the other parties (in accordance with Section 9) of such legal process or request, in order to afford the affected party a reasonable opportunity to seek a protective order, motion to quash, or other appropriate relief. Such notice shall be provided no fewer than five (5) business days prior to the required disclosure, or as promptly as practicable if fewer than five (5) business days' notice is feasible given the circumstances. Nothing in this Section 4.1 shall require any party to take any action that would violate applicable law or place such party in contempt of a court order.
4.2 Internal Communications.
Communications made internally within an organization (whether CRH, Verdana, or Greystone Capital Partners, LP) for legitimate business purposes shall be deemed Permitted Communications, provided that such communications are made to persons with a reasonable need to know and are not intended or reasonably expected to be communicated, disseminated, or disclosed externally.
Without limiting the generality of the foregoing:
(a) CRH may communicate internally with its board of directors (including Dr. Lorraine Stahl in her capacity as Chair of the Audit Committee of the Board of Directors), officers, and employees regarding the settlement and its terms, the obligations imposed by the Agreement and the Consent Order, and the status of compliance with the Agreement, in each case for legitimate corporate governance and business management purposes.
(b) CRH may communicate with its outside auditors, Hargrove & Tillett CPA, PLLC (Denise Wheatley, engagement partner), for purposes of financial reporting, audit procedures, litigation contingency accrual assessment under ASC 450-20 (formerly SFAS No. 5), and related disclosure matters in CRH's periodic reports filed with the SEC.
(c) CRH may communicate with Keypoint National Bank, N.A., in its capacity as administrative agent under CRH's $750 million senior secured revolving credit facility, to the extent required by the material litigation reporting covenant set forth in Section 6.02(c) of the Credit Agreement dated as of September 12, 2022, as amended, among CRH, the lenders party thereto, and Keypoint National Bank, N.A., as administrative agent, and any similar covenant or reporting obligation under such Credit Agreement or any amendment, restatement, supplement, or refinancing thereof.
(d) CRH may communicate with Northland Trust Company, in its capacity as plan administrator and recordkeeper, regarding the cancellation, forfeiture, or adjustment of unvested restricted stock unit ("RSU") awards previously granted to the Individual Defendants under CRH's 2021 Equity Incentive Plan, to the extent necessary to effect the treatment of such awards as provided in the Agreement.
The foregoing permissions shall not be construed to authorize the making of any Disparaging Statement within an internal communication; rather, such internal communications shall be factual, measured, and limited to the information reasonably necessary for the stated business purpose.
4.3 Neutral Reference Statements.
CRH shall provide only neutral reference information regarding the Individual Defendants in response to employment reference inquiries from prospective employers or their agents. Such neutral reference information shall be limited to the following: (a) confirmation of dates of employment with CRH; (b) the title or titles held by the Individual Defendant during his or her employment with CRH; and (c) confirmation that the Individual Defendant is not eligible for rehire.
CRH shall not characterize the circumstances of any Individual Defendant's departure from CRH beyond stating that the individual resigned voluntarily. CRH shall not provide any qualitative assessment of any Individual Defendant's job performance, professional competence, or character in response to any employment reference inquiry. All employment reference inquiries received by CRH regarding any Individual Defendant shall be directed to Roland Ashby, Chief People Officer, or his designee, who shall respond in accordance with this Section 4.3. CRH shall instruct all CRH Representatives that they are not authorized to provide employment references for any Individual Defendant and that all such inquiries must be directed to the Chief People Officer.
4.4 Testimony in Proceedings.
Truthful testimony compelled in any legal, administrative, regulatory, or arbitral proceeding — whether by deposition, trial testimony, hearing testimony, or otherwise — shall not constitute a violation of this Exhibit E. This exception applies regardless of whether the proceeding involves the parties to this Agreement or third parties, and regardless of the subject matter of the proceeding. Notwithstanding the foregoing, the testifying party shall not volunteer Disparaging Statements beyond the scope of the questions asked by examining counsel. The testifying party shall answer questions truthfully and completely as required by law, but shall not use the occasion of testimony to make gratuitous or unrequested statements that would constitute Disparaging Statements if made outside the context of compelled testimony.
4.5 Public Filings and Agreed Statements.
The parties may make factual statements that are consistent with:
(a) the public filings made in C.A. No. 2025-0198-MTZ in the Court of Chancery of the State of Delaware, including the verified complaint, any amended complaint, responsive pleadings, motions, briefs, orders, and the Consent Order, in each case as filed on the public docket;
(b) any SEC filings made by CRH (Nasdaq: CRHL), including any Current Report on Form 8-K, Quarterly Report on Form 10-Q, or Annual Report on Form 10-K disclosing the existence, terms, or financial impact of the settlement, provided that such filings are prepared in good faith and in compliance with applicable securities laws and regulations; and
(c) any jointly agreed press statement or public communication issued by the parties as provided in Section 6 of this Exhibit E.
For the avoidance of doubt, the act of referencing or quoting from a public filing shall not, in and of itself, constitute a Disparaging Statement, provided that the party making such reference does not selectively quote from or mischaracterize the content of such filing in a manner that is false, misleading, or reasonably likely to cause reputational harm.
Section 5. Remedies for Breach
5.1 Injunctive Relief.
Each party acknowledges and agrees that the non-disparagement obligations set forth in this Exhibit E are reasonable and necessary for the protection of the legitimate interests of the other parties, and that a breach of any such obligation would cause irreparable harm to the non-breaching party that would not be adequately compensable by an award of monetary damages alone. Accordingly, in the event of any breach or threatened breach of the non-disparagement obligations set forth herein, the non-breaching party or parties shall be entitled to seek equitable relief, including temporary restraining orders, preliminary injunctive relief, and permanent injunctive relief, in the Court of Chancery of the State of Delaware (which retains jurisdiction over the parties and the subject matter of the Agreement pursuant to the Consent Order entered in C.A. No. 2025-0198-MTZ before Vice Chancellor Margaret T. Zhao), without the necessity of: (a) posting any bond, surety, or other security; or (b) proving actual damages or irreparable harm (the existence of which is conclusively presumed by the parties for purposes of this Section 5.1). The right to seek injunctive relief shall be in addition to, and not in lieu of, any other remedies available at law or in equity, including the liquidated damages provided for in Section 5.2 and the attorneys' fees recovery provided for in Section 5.3.
5.2 Liquidated Damages.
In addition to injunctive relief, any party that breaches the non-disparagement obligations set forth in Section 2 of this Exhibit E shall pay liquidated damages in the amount of Fifty Thousand Dollars ($50,000.00) per Disparaging Statement, or per occurrence if the Disparaging Statement is repeated, republished, retweeted, shared, or otherwise further disseminated by the breaching party or at the direction of the breaching party. The parties acknowledge and agree that: (a) the actual damages that would be suffered by a non-breaching party as a result of a breach of the non-disparagement obligations are difficult or impossible to calculate with precision; (b) the amount of Fifty Thousand Dollars ($50,000.00) per Disparaging Statement represents a reasonable estimate of the probable loss that would be suffered by the non-breaching party, taking into account the difficulty of quantifying reputational harm, the potential for loss of business relationships, and the disruption to business operations that may result from Disparaging Statements; and (c) the liquidated damages amount is not intended as, and shall not be construed as, a penalty.
Notwithstanding the foregoing, the liquidated damages set forth in this Section 5.2 shall not limit or restrict the right of the non-breaching party to seek and recover actual, consequential, or special damages to the extent such damages are provable and exceed the liquidated damages amount. In no event shall the payment of liquidated damages be deemed to authorize or license the breaching party to continue making Disparaging Statements; any further Disparaging Statement following the payment of liquidated damages shall constitute a separate and independent breach, subject to additional liquidated damages and other remedies.
5.3 Attorneys' Fees.
The prevailing party in any action, proceeding, or motion to enforce the provisions of this Exhibit E shall be entitled to recover its reasonable attorneys' fees, costs, and expenses (including expert fees and costs of discovery) from the breaching party, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 5.3, the "prevailing party" shall be the party that substantially prevails on the merits of the enforcement action, as determined by the Court of Chancery of the State of Delaware.
Section 6. Agreed Public Statements
6.1 Joint Press Statement.
The parties shall issue a jointly agreed press statement (the "Joint Press Statement") upon the execution of the Agreement. The text of the Joint Press Statement shall be agreed upon in advance of the Execution Date by CRH (acting through its counsel, Calderwood & Harkness LLP, specifically Bernard Crawford), the Individual Defendants (acting through their counsel, Whitfield, Nygaard & Doyle LLP, specifically Catherine Nygaard), and Verdana (acting through its counsel, Blackhall & Soren LLP, specifically Gavin Blackhall). Each party's counsel shall have the opportunity to review and comment on drafts of the Joint Press Statement, and the final text shall not be issued until all three parties (through their respective counsel) have approved it in writing.
The Joint Press Statement shall be factual and neutral in tone. The Joint Press Statement shall state that the parties have resolved the litigation captioned Cascade Retail Holdings Inc. v. Rathore et al., C.A. No. 2025-0198-MTZ (Del. Ch.), and have entered into a settlement agreement on mutually agreeable terms. The Joint Press Statement shall not characterize the merits of the claims asserted by CRH or the defenses raised by the Individual Defendants or Verdana, and shall not assign blame, fault, or responsibility to any party for the events giving rise to the Action. The Joint Press Statement may include, at the parties' mutual agreement, a brief forward-looking statement expressing the parties' mutual desire to move forward constructively.
6.2 Limitation on Supplemental Statements.
No party shall issue any press release, public statement, media communication, investor communication, or analyst communication regarding the settlement, the Action, or the circumstances giving rise thereto beyond the Joint Press Statement, except as permitted under Section 4 (Permitted Communications) of this Exhibit E. This limitation applies to all CRH Representatives, all Individual Defendant Representatives, and all Verdana Representatives.
In the event that any party or its Representatives receive unsolicited inquiries from members of the media, industry analysts, investors, or other third parties regarding the settlement, the Action, or the circumstances giving rise thereto, responses to such inquiries shall be limited to the following approved statement: "The matter has been resolved to the satisfaction of the parties. We have no further comment." No party shall elaborate upon, supplement, or deviate from this approved response, except to the extent permitted under Section 4 of this Exhibit E. Each party shall instruct its Representatives to direct all media inquiries regarding the foregoing subjects to the party's designated spokesperson, who shall be responsible for providing the approved response.
Section 7. Attribution and Vicarious Responsibility
7.1 General Principle. Each party shall be responsible for ensuring that its respective Representatives, agents, and spokespersons comply with the non-disparagement obligations set forth in this Exhibit E. Each party shall take all steps reasonably necessary to inform its Representatives, agents, and spokespersons of the existence and terms of these Non-Disparagement Provisions and to obtain their compliance therewith.
7.2 Attribution of Statements. A Disparaging Statement made by a Representative, agent, or spokesperson of a party shall be attributed to the principal party for all purposes under this Exhibit E, including for purposes of determining liability and assessing remedies under Section 5. Without limiting the generality of the foregoing:
(a) CRH shall be responsible for any Disparaging Statement made by any CRH Representative, including any officer, director, employee, agent, authorized spokesperson, or outside counsel of CRH identified in Section 1.2 hereof.
(b) Each Individual Defendant shall be responsible for his or her own Disparaging Statements and for any Disparaging Statement made by his or her agents, representatives, or outside counsel identified in Section 1.4 hereof. For the avoidance of doubt, the liability of each Individual Defendant under this Section 7.2(b) is several and not joint; no Individual Defendant shall be liable for a Disparaging Statement made by another Individual Defendant or by the agents or representatives of another Individual Defendant.
(c) Verdana shall be responsible for any Disparaging Statement made by any Verdana Representative, including any officer, director, employee, agent, authorized spokesperson, or outside counsel of Verdana identified in Section 1.3 hereof, and including any Disparaging Statement made by personnel of Greystone Capital Partners, LP or by Elliot Westbrook to the extent such statement relates to Verdana, CRH, the Individual Defendants, the Action, or the hiring of the Individual Defendants by Verdana.
7.3 Mitigation Obligation. In the event that any party becomes aware that one of its Representatives, agents, or spokespersons has made a Disparaging Statement, such party shall promptly take all steps within its reasonable control to mitigate the harm caused by such statement, including requesting the retraction or deletion of such statement. Prompt remedial action by the responsible party shall be considered by the Court of Chancery as a mitigating factor in assessing remedies for breach, but shall not constitute a defense to liability under this Exhibit E.
Section 8. Governing Law and Jurisdiction
8.1 Governing Law. This Exhibit E shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts-of-law principles thereof that would require or permit the application of the laws of any other jurisdiction.
8.2 Exclusive Jurisdiction. The parties agree that the Court of Chancery of the State of Delaware shall have exclusive jurisdiction over any action, proceeding, or motion arising out of or relating to this Exhibit E, including any action to enforce the non-disparagement obligations set forth herein or to obtain any of the remedies described in Section 5. The Court of Chancery retains jurisdiction over the parties and the subject matter of the Agreement pursuant to the Consent Order entered in C.A. No. 2025-0198-MTZ before Vice Chancellor Margaret T. Zhao, and the parties consent to the exercise of such jurisdiction for purposes of this Exhibit E.
8.3 Consent to Jurisdiction and Waiver of Objections. Each party hereby irrevocably and unconditionally: (a) consents to the personal jurisdiction of the Court of Chancery of the State of Delaware for all purposes arising under or relating to this Exhibit E; (b) waives any objection that it may now or hereafter have to the laying of venue of any action, proceeding, or motion in the Court of Chancery of the State of Delaware; and (c) waives any claim that any action, proceeding, or motion brought in the Court of Chancery of the State of Delaware has been brought in an inconvenient forum.
Section 9. Notices
9.1 Notice of Alleged Breach. Any notice of an alleged breach of the non-disparagement obligations set forth in this Exhibit E, or any other notice required or permitted to be given under this Exhibit E, shall be in writing and shall be delivered to the following addresses (or to such other addresses as a party may designate in writing in accordance with this Section 9):
If to CRH:
Theresa Yun-Park General Counsel Cascade Retail Holdings Inc. 2200 Elliott Avenue West, Suite 3400 Seattle, WA 98119
with a copy (which shall not constitute notice) to:
Bernard Crawford Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005
If to any Individual Defendant:
c/o Catherine Nygaard Whitfield, Nygaard & Doyle LLP 1000 North Market Street, Suite 1500 Wilmington, DE 19801
If to Verdana:
Helen Tsoi General Counsel Verdana Commerce Group, Inc. 400 Christiana Gateway, Suite 700 Wilmington, DE 19801
with a copy (which shall not constitute notice) to:
Gavin Blackhall Blackhall & Soren LLP 300 Delaware Avenue, Suite 900 Wilmington, DE 19801
9.2 Method and Effectiveness of Notice. Notices shall be delivered by: (a) personal delivery; (b) nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC); or (c) U.S. mail, postage prepaid, certified, return receipt requested. Notice shall be deemed effective: (i) upon receipt, if delivered personally; (ii) upon receipt, if delivered by overnight courier; or (iii) three (3) business days after deposit in the U.S. mail, postage prepaid, certified, return receipt requested. For purposes of this Section 9, "business day" shall mean any day other than a Saturday, Sunday, or day on which commercial banking institutions in Wilmington, Delaware are authorized or required by law to be closed.
Section 10. Miscellaneous
10.1 Severability.  If any provision of this Exhibit E, or the application of any such provision to any party or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Exhibit E shall remain in full force and effect, and the application of such provision to other parties or circumstances shall not be affected. In the event that any provision is held to be invalid, illegal, or unenforceable, the parties agree that such provision shall be reformed, modified, and construed to the minimum extent necessary to render it valid, legal, and enforceable, while preserving to the greatest extent possible the original intent and economic effect of the provision as agreed by the parties.
10.2 No Implied Waiver.
No failure or delay by any party in exercising any right, power, or remedy under this Exhibit E shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Exhibit E shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought.
10.3 Entire Agreement.
This Exhibit E, together with the Agreement and the other Exhibits thereto — specifically, Exhibit A (Modified Restrictive Covenant Terms), Exhibit B (Data Return and Destruction Protocol), Exhibit C (List of Top 50 CRH Vendors), and Exhibit D (Form of Compliance Monitor Engagement Letter) — constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether written or oral, with respect to the subject matter hereof.
10.4 Amendments.  No provision of this Exhibit E may be amended, modified, supplemented, or waived except by a written instrument duly executed by CRH, all eight Individual Defendants (Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson), and Verdana. No amendment shall be effective unless it expressly references this Exhibit E and states the parties' intent to amend the specific provision or provisions identified therein.
10.5 Counterparts.  This Exhibit E may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile transmission or by electronic transmission in portable document format (PDF) shall be effective as delivery of a manually executed counterpart.
Signature block Reference
This Exhibit E is incorporated by reference into and executed as an integral part of the Standstill and Settlement Agreement dated as of April 14, 2025. No separate signature page is required for this Exhibit E. The execution of the Agreement by each of the signatories thereto shall constitute execution and acceptance of this Exhibit E and all terms and obligations contained herein.
The signatories to the Agreement, and accordingly to this Exhibit E, are:
Cascade Retail Holdings Inc., by Marcus Langford, Chief Executive Officer, or Theresa Yun-Park, General Counsel
Priya Rathore, individually
Derek Linden, individually
Sonia Kaczmarek, individually
Amara Osei, individually
Brent Halvorsen, individually
Lucia Fernandez-Gill, individually
Nathan Tsao, individually
Kira Johansson, individually
Verdana Commerce Group, Inc., by Warren Dietrich, Chief Executive Officer, or Helen Tsoi, General Counsel
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EXHIBIT E

MUTUAL NON-DISPARAGEMENT PROVISIONS

Record

Parties

Dates

Amounts