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STANDSTILL AND SETTLEMENT AGREEMENT

Execution Version

April 14, 2025

Among

Cascade Retail Holdings Inc.

Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson

and

Verdana Commerce Group, Inc.

In Connection With

Cascade Retail Holdings Inc. v. Rathore et al. C.A. No. 2025-0198-MTZ Delaware Court of Chancery

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STANDSTILL AND SETTLEMENT AGREEMENT

This STANDSTILL AND SETTLEMENT AGREEMENT (this "Agreement") is made and entered into as of April 14, 2025 (the "Effective Date"), by and among:

CASCADE RETAIL HOLDINGS INC., a Delaware corporation, with its principal offices at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119 ("Cascade" or "CRH" or "Plaintiff");

PRIYA RATHORE, an individual residing at 14 Harbor Ridge Lane, Bellevue, Washington 98004 ("Rathore");

DEREK LINDEN, an individual ("Linden");

SONIA KACZMAREK, an individual ("Kaczmarek");

AMARA OSEI, an individual ("Osei");

BRENT HALVORSEN, an individual ("Halvorsen");

LUCIA FERNANDEZ-GILL, an individual ("Fernandez-Gill");

NATHAN TSAO, an individual ("Tsao");

KIRA JOHANSSON, an individual ("Johansson");

(Rathore, Linden, Kaczmarek, Osei, Halvorsen, Fernandez-Gill, Tsao, and Johansson are referred to collectively as the "Individual Defendants" or the "Rathore Group"); and

VERDANA COMMERCE GROUP, INC., a Delaware corporation, with its principal offices at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801 ("Verdana" or "VCG").

Cascade, the Individual Defendants, and Verdana are referred to collectively herein as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Cascade is a publicly traded omnichannel retail company listed on the Nasdaq Stock Market LLC under the ticker symbol "CRHL," with annual revenues of approximately Six Billion Eight Hundred Twenty Million Dollars ($6,820,000,000) for its fiscal year ended January 31, 2025, and a merchandising division that generated approximately Two Billion Three Hundred Million Dollars ($2,300,000,000) in gross merchandise value during fiscal year 2024;

WHEREAS, each of the Individual Defendants was formerly employed by Cascade in senior merchandising roles and, in connection with such employment, each executed an employment agreement containing restrictive covenant provisions, including non-competition, non-solicitation of employees, non-solicitation of vendors, and confidentiality obligations, each governed by the laws of the State of Delaware (collectively, the "Employment Agreements");

WHEREAS, Rathore was employed by Cascade from June 3, 2019 through February 7, 2025, most recently serving as Senior Vice President, Merchandising, pursuant to an Amended and Restated Employment Agreement dated March 15, 2021 (the "Rathore Employment Agreement"), which contained, among other restrictive covenants, an eighteen (18)-month post-termination non-competition covenant, a twenty-four (24)-month non-solicitation covenant covering employees and vendors, and perpetual confidentiality obligations;

WHEREAS, the other seven Individual Defendants were employed by Cascade under Employment Agreements containing post-termination non-competition periods ranging from twelve (12) to eighteen (18) months and non-solicitation periods ranging from eighteen (18) to twenty-four (24) months, as more particularly described on Schedule 1 attached hereto;

WHEREAS, the Individual Defendants, by virtue of their senior merchandising positions at Cascade, had access to Cascade's proprietary and confidential information, including without limitation Cascade's vendor negotiation playbooks, seasonal buying algorithms, private-label sourcing strategies, customer segmentation data, ecommerce assortment algorithms, and a confidential five-year category expansion strategic plan known internally as "Project Ridgeline," which was completed in October 2024 and constitutes one of Cascade's most competitively sensitive strategic assets (all such information, collectively, the "Confidential Information");

WHEREAS, on February 7, 2025, all eight Individual Defendants simultaneously submitted letters of resignation from Cascade, effective immediately, and subsequently accepted offers of employment with Verdana, a direct competitor of Cascade in twenty-eight (28) overlapping product categories;

WHEREAS, forensic analysis conducted by Pinnacle Forensics LLC ("Pinnacle"), an independent digital forensics firm retained by Cascade, determined that between January 10, 2025 and February 4, 2025, approximately fourteen thousand three hundred twenty-seven (14,327) files, comprising approximately 2.8 gigabytes of data, were downloaded from Cascade's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts belonging to certain of the Individual Defendants, including Project Ridgeline presentations, vendor negotiation term sheets, private-label cost models, and customer segmentation data (collectively, the "Exfiltrated Data");

WHEREAS, on March 5, 2025, Cascade filed a Verified Complaint and Motion for Temporary Restraining Order and Preliminary Injunction in the Court of Chancery of the State of Delaware, captioned Cascade Retail Holdings Inc. v. Rathore et al., C.A. No. 2025-0198-MTZ (the "Action"), asserting claims against the Individual Defendants and Verdana for (1) breach of restrictive covenant, (2) breach of confidentiality obligations, (3) misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), (4) tortious interference with contractual relations, and (5) civil conspiracy;

WHEREAS, on March 7, 2025, Vice Chancellor Margaret T. Zhao of the Delaware Court of Chancery granted Cascade's application for a temporary restraining order (the "TRO"), restraining all Individual Defendants from commencing employment in merchandising roles at Verdana for a period of fourteen (14) days, and requiring Cascade to post an injunction bond in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419);

WHEREAS, the Individual Defendants, through their counsel Whitfield, Nygaard & Doyle LLP, and Verdana, through its counsel Blackhall & Soren LLP, filed opposition to Cascade's motion for preliminary injunction on March 15, 2025, and a preliminary injunction hearing was scheduled before Vice Chancellor Zhao for March 21, 2025;

WHEREAS, on March 18, 2025, the Parties participated in a full-day mediation session before the Honorable Philip Ashford (Ret.) through Meridian ADR Services LLC (Ref. No. Meridian-2025-0318-CRH), at which the Parties engaged in good-faith negotiations regarding the terms of a potential resolution of the Action;

WHEREAS, on March 20, 2025, the Parties reached a framework for settlement of the Action, and on March 21, 2025, the preliminary injunction hearing was adjourned by stipulation of all Parties and a Consent Interim Order was entered by Vice Chancellor Zhao maintaining the status quo during the documentation of the settlement;

WHEREAS, the Parties desire to fully, finally, and irrevocably resolve the Action and all related disputes among them on the terms and conditions set forth herein, without any admission of liability or wrongdoing by any Party;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

"Action" means the civil action captioned Cascade Retail Holdings Inc. v. Rathore et al., C.A. No. 2025-0198-MTZ, filed in the Delaware Court of Chancery on March 5, 2025, together with all motions, applications, orders, and proceedings arising therefrom or related thereto.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and the terms "controlled by" and "under common control with" shall have correlative meanings. Without limiting the generality of the foregoing, Greystone Capital Partners, LP and Greystone Capital Fund VII, LP shall be deemed Affiliates of Verdana.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which banks in Wilmington, Delaware or Seattle, Washington are authorized or required by law or executive order to be closed, and shall further exclude any day that is a State of Delaware legal holiday.

"Cascade Confidential Information" means all proprietary and confidential information of Cascade, including without limitation Project Ridgeline materials, vendor negotiation playbooks, seasonal buying algorithms, private-label sourcing strategies, private-label cost models, customer segmentation data, ecommerce assortment algorithms, merchandising calendars, promotional pricing frameworks, supplier contract terms, logistics and distribution data, category performance analyses, workforce planning models, and any other information designated as confidential, proprietary, or trade secret by Cascade, whether in written, electronic, oral, or other form.

"Compliance Monitor" means Aldwyn Compliance Solutions LLC, a limited liability company organized under the laws of the State of Pennsylvania, with its principal offices at 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103, or any successor compliance monitor appointed in accordance with this Agreement.

"Consent Order" means the stipulated consent order to be entered by the Court incorporating certain terms of this Agreement, substantially in the form attached hereto as Exhibit F.

"Cost Reimbursement" means the amount of Four Hundred Twenty-Five Thousand Dollars ($425,000) payable by Verdana to Cascade pursuant to Section 4.2 of this Agreement.

"Court" means the Court of Chancery of the State of Delaware.

"Effective Date" means April 14, 2025.

"Employment Agreements" means the employment agreements between Cascade and each of the Individual Defendants, as listed and described on Schedule 1 attached hereto, including the Rathore Employment Agreement and the individual employment agreements of each of the other seven Individual Defendants.

"Equity Forfeiture Amount" means the aggregate equity forfeitures described in Section 4.3 of this Agreement, totaling Eight Hundred Forty-Nine Thousand Five Hundred Dollars ($849,500).

"Exfiltrated Data" means the approximately fourteen thousand three hundred twenty-seven (14,327) files, comprising approximately 2.8 gigabytes of data, identified by Pinnacle Forensics LLC as having been downloaded from Cascade's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts of certain Individual Defendants between January 10, 2025 and February 4, 2025, as more particularly described in Pinnacle's forensic report dated March 3, 2025.

"Forensic Audit" means the independent forensic audit of Verdana's relevant systems, devices, and repositories to be conducted by the Forensic Auditor pursuant to Section 5.4 of this Agreement.

"Forensic Auditor" means Pinnacle Forensics LLC, with its offices at 8700 Georgia Avenue, Suite 300, Silver Spring, Maryland 20910, under the engagement leadership of Dr. Rajiv Anand.

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

"Mediator" means the Honorable Philip Ashford (Ret.), who mediated the Parties' dispute through Meridian ADR Services LLC (Ref. No. Meridian-2025-0318-CRH).

"Modified Non-Compete Period" means, (a) with respect to Rathore, the Rathore Modified Non-Compete Period as defined in Section 3.1(a), and (b) with respect to each other Individual Defendant, the nine (9)-month period defined in Section 3.1(b).

"Modified Non-Solicitation Period (Employees)" or "Employee Non-Solicitation Period" means the eighteen (18)-month period described in Section 3.2, running from February 7, 2025 through August 6, 2026.

"Modified Non-Solicitation Period (Vendors)" or "Vendor Non-Solicitation Period" means the twelve (12)-month period described in Section 3.3, running from February 7, 2025 through February 6, 2026.

"Monitor Period" means the twelve (12)-month period commencing on the Effective Date and ending on April 14, 2026.

"Payment Date" means the date that is thirty (30) days after the Effective Date, or if such date is not a Business Day, the next succeeding Business Day.

"Person" means any individual, corporation, partnership, limited liability company, trust, estate, governmental entity, or other legal entity.

"Project Ridgeline" means Cascade's confidential five-year category expansion strategic plan completed in October 2024, comprising market opportunity assessments, competitive positioning analyses, capital allocation models, new store format blueprints, private-label brand development roadmaps, and related strategic documents and presentations.

"Rathore Employment Agreement" means the Amended and Restated Employment Agreement between Cascade and Priya Rathore, dated March 15, 2021.

"Resignation Date" means February 7, 2025, the date on which all eight Individual Defendants simultaneously submitted their resignations from Cascade.

"Restricted Categories" means home goods, seasonal décor, and private-label apparel, as such categories are defined in Cascade's internal category taxonomy as of the Effective Date.

"Settlement Payment" means the amount of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) payable by Verdana to Cascade pursuant to Section 4.1 of this Agreement.

"Top 50 Vendors" means Cascade's top fifty (50) vendors measured by aggregate spend during fiscal year 2024, as identified and listed on Exhibit C attached hereto (filed under seal).

"TRO" means the temporary restraining order entered by Vice Chancellor Margaret T. Zhao of the Delaware Court of Chancery on March 7, 2025, in the Action.

Section 1.2 — Rules of Construction. Unless the context otherwise requires:

(a) All headings and captions in this Agreement are for convenience of reference only and shall not define, limit, or affect the construction or interpretation of this Agreement.

(b) The word "including" and words of similar import shall mean "including, without limitation," and shall not be construed to limit any general statement that precedes or follows such word to the specific or similar items or matters immediately following such word.

(d) References to "Sections," "Articles," "Exhibits," "Schedules," and "Annexes" are to the sections, articles, exhibits, schedules, and annexes of this Agreement unless otherwise indicated.

(e) The words "herein," "hereof," "hereunder," "hereby," and "hereto" refer to this Agreement as a whole.

(f) Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders.

(g) References to any statute, rule, or regulation shall be deemed to include all amendments thereto, successor provisions, and regulations promulgated thereunder as in effect at the relevant time.

(h) The Parties have participated jointly in the negotiation and drafting of this Agreement, and in the event of an ambiguity or question of intent, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

(i) All monetary amounts referenced herein are expressed in United States Dollars.

(j) Each Exhibit and Schedule attached to this Agreement is incorporated herein by reference and made a part hereof.

ARTICLE II — STANDSTILL AND CESSATION OF HOSTILITIES

Section 2.1 — Standstill. Upon execution of this Agreement, the Parties agree to maintain the status quo as established by the Consent Interim Order entered by Vice Chancellor Zhao on March 21, 2025, pending entry of the Consent Order by the Court. No Party shall take any action inconsistent with the terms of this Agreement during the period between execution of this Agreement and entry of the Consent Order by the Court. Each Party shall use its reasonable best efforts to facilitate the prompt entry of the Consent Order and shall refrain from any conduct that could reasonably be expected to frustrate or delay such entry.

Section 2.2 — Cessation of Litigation Activities. Effective as of the execution of this Agreement:

(a) Cascade agrees not to pursue any further emergency, expedited, or interim relief in the Action, including but not limited to any renewed motion for preliminary injunction, any motion for contempt, any motion for expedited discovery, or any request for extension or modification of the TRO, provided that the Individual Defendants and Verdana comply with the terms of this Agreement and the Consent Interim Order.

(b) The Individual Defendants and Verdana agree not to file any motions to dissolve, vacate, or modify the TRO or the Consent Interim Order, except as expressly contemplated by the terms of this Agreement. The Individual Defendants and Verdana further agree not to file any counterclaims, cross-claims, or third-party claims in the Action or any related proceeding, and hereby waive any right to do so with respect to matters released under Article VII.

(c) All discovery obligations in the Action, including any outstanding document requests, interrogatories, and deposition notices, are stayed and shall be deemed withdrawn upon entry of the Consent Order.

Section 2.3 — Consent Order.

(a) Within five (5) Business Days of the Effective Date, the Parties shall jointly file a Stipulation of Settlement and [Proposed] Consent Order with the Court, substantially in the form set forth in Exhibit F hereto (the "Stipulation"). The Stipulation shall be executed by counsel for all Parties and shall be accompanied by such supporting papers as may be required by the Court.

(b) The Consent Order shall incorporate and give judicial effect to the Modified Restrictive Covenant Terms set forth in Article III, the Data Return and Destruction Protocol set forth in Exhibit B, and the Compliance Monitor provisions set forth in Article VI. The Consent Order shall further provide that the Court shall retain jurisdiction over the Action and the Parties for purposes of enforcing the Consent Order during the Monitor Period and thereafter until all obligations under this Agreement and the Consent Order have been fully satisfied.

(c) In the event the Court declines to enter the Consent Order in the form submitted, the Parties shall negotiate in good faith to prepare a revised form of consent order that is acceptable to the Court and that preserves the material terms and intent of this Agreement.

Section 2.4 — Dissolution of TRO. Contemporaneously with the filing of the Stipulation of Settlement, Cascade shall file a Motion to Dissolve the TRO, conditioned upon entry of the Consent Order by the Court. Upon entry of the Consent Order, the TRO shall be deemed dissolved and superseded in its entirety by the terms of the Consent Order, and no Party shall have any further rights or obligations under the TRO, except to the extent any such rights or obligations have been expressly incorporated into the Consent Order.

Section 2.5 — Release of Injunction Bond. Upon entry of the Consent Order and dissolution of the TRO, Cascade shall promptly request the discharge of the injunction bond posted through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419) in the principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000) and shall take all actions reasonably necessary to effect the full release and cancellation of such bond. The Individual Defendants and Verdana shall cooperate with Cascade in connection with any court filings or surety submissions required to effectuate the release of the injunction bond.

ARTICLE III — MODIFIED RESTRICTIVE COVENANTS

Section 3.1 — Modified Non-Competition Obligations.

(a) Priya Rathore. Rathore shall be subject to a modified non-competition period of twelve (12) months from the Resignation Date, commencing on February 7, 2025 and ending on February 6, 2026 (the "Rathore Modified Non-Compete Period"). During the Rathore Modified Non-Compete Period, Rathore shall not, directly or indirectly, whether as an employee, consultant, independent contractor, officer, director, advisor, or in any other capacity, engage in, manage, supervise, or provide strategic direction for any business activity of Verdana or any other competitor of Cascade within the United States in the Restricted Categories (home goods, seasonal décor, and private-label apparel). For the avoidance of doubt, the Rathore Modified Non-Compete Period represents a reduction from the original eighteen (18)-month post-termination non-competition period set forth in the Rathore Employment Agreement, and the scope of the non-competition obligation has been narrowed from all retail activities conducted by Cascade to the three specified Restricted Categories. Upon expiration of the Rathore Modified Non-Compete Period, Rathore shall have no further non-competition obligations to Cascade under this Agreement or the Rathore Employment Agreement.

(b) Other Individual Defendants. Each of Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson shall be subject to a modified non-competition period of nine (9) months from the Resignation Date, commencing on February 7, 2025 and ending on November 6, 2025 (the "Other Defendants' Modified Non-Compete Period" and, together with the Rathore Modified Non-Compete Period, the "Modified Non-Compete Periods"). During the Other Defendants' Modified Non-Compete Period, each such Individual Defendant shall not, directly or indirectly, whether as an employee, consultant, independent contractor, officer, director, advisor, or in any other capacity, engage in, manage, supervise, or provide strategic direction for any business activity of Verdana or any other competitor of Cascade within the United States in the Restricted Categories (home goods, seasonal décor, and private-label apparel). This represents a reduction from the original twelve (12)-month or eighteen (18)-month non-competition periods applicable under each such Individual Defendant's Employment Agreement, as set forth on Schedule 1, and a narrowing of scope to the three specified Restricted Categories. Upon expiration of the Other Defendants' Modified Non-Compete Period, each such Individual Defendant shall have no further non-competition obligations to Cascade under this Agreement or such Individual Defendant's Employment Agreement.

(c) Permitted Activities. Notwithstanding the foregoing, during their respective Modified Non-Compete Periods, Individual Defendants may be employed by Verdana or any other entity in roles that do not involve the Restricted Categories, provided that any such role at Verdana is approved in advance by the Compliance Monitor in accordance with the procedures set forth in the Compliance Monitor Engagement Letter attached hereto as Exhibit D. The Compliance Monitor shall review and provide a written determination regarding any proposed role within ten (10) Business Days of receiving a written request from the applicable Individual Defendant (with a copy to counsel for all Parties). In evaluating any such request, the Compliance Monitor shall consider whether the proposed role involves, or is reasonably likely to involve, oversight, management, strategic direction, or material involvement in any of the Restricted Categories.

(d) Full Terms. The full and detailed terms of the Modified Non-Competition Obligations, including definitions of the Restricted Categories, geographic scope, and permitted exceptions, are set forth in Exhibit A, which is incorporated herein by reference.

Section 3.2 — Modified Non-Solicitation of Employees.

(a) All eight Individual Defendants shall be subject to an eighteen (18)-month non-solicitation period covering employees of Cascade, running from February 7, 2025 through August 6, 2026 (the "Employee Non-Solicitation Period").

(b) During the Employee Non-Solicitation Period, no Individual Defendant shall, directly or indirectly, whether on behalf of Verdana, any Affiliate of Verdana, or any other Person, solicit, recruit, induce, or encourage any individual who is then an employee of Cascade (or who was an employee of Cascade at any time during the six (6) months immediately preceding such solicitation) to leave employment with Cascade, to terminate or breach any employment agreement with Cascade, or to accept employment, consulting, or other engagement with Verdana, any Affiliate of Verdana, or any other Person.

(c) This obligation shall apply regardless of whether such employee reports to, or has any prior reporting relationship with, any Individual Defendant, and regardless of whether such employee was hired, managed, or supervised by any Individual Defendant during such Individual Defendant's employment at Cascade.

(d) For the avoidance of doubt, the prohibition in this Section 3.2 shall not apply to (i) general solicitations of employment through public advertisements, job boards, or social media postings not specifically targeted at Cascade employees, or (ii) responses by an Individual Defendant to an unsolicited inquiry from a Cascade employee, provided that such Individual Defendant did not, directly or indirectly, initiate or encourage such inquiry.

Section 3.3 — Modified Non-Solicitation of Vendors.

(a) All eight Individual Defendants shall be subject to a twelve (12)-month non-solicitation period covering the Top 50 Vendors, running from February 7, 2025 through February 6, 2026 (the "Vendor Non-Solicitation Period").

(b) During the Vendor Non-Solicitation Period, no Individual Defendant shall, directly or indirectly, whether on behalf of Verdana, any Affiliate of Verdana, or any other Person, solicit, contact, or engage any Top 50 Vendor for the purpose of (i) negotiating or entering into any supply, purchasing, or merchandising arrangement that competes with Cascade's existing or planned vendor relationships, (ii) inducing any Top 50 Vendor to terminate, reduce, or modify any existing arrangement with Cascade, or (iii) obtaining or leveraging confidential pricing, terms, or other commercial information regarding any Top 50 Vendor's relationship with Cascade.

(c) The list of Top 50 Vendors is set forth in Exhibit C, which shall be filed under seal with the Court. Each Party acknowledges that the list of Top 50 Vendors constitutes Cascade Confidential Information and shall be treated accordingly.

Section 3.4 — Confidentiality Obligations. The perpetual confidentiality obligations contained in each Individual Defendant's Employment Agreement shall remain in full force and effect and are not modified, superseded, or released by this Agreement. Without limiting the generality of the foregoing, Cascade Confidential Information, including without limitation Project Ridgeline materials, vendor negotiation playbooks, seasonal buying algorithms, private-label sourcing strategies, private-label cost models, customer segmentation data, and ecommerce assortment algorithms, shall remain subject to such perpetual confidentiality obligations indefinitely. Each Individual Defendant acknowledges and reaffirms his or her obligation not to use, disclose, disseminate, publish, or otherwise make available any Cascade Confidential Information, except as may be required by law or compelled by legal process, and then only after providing prompt written notice to Cascade sufficient to permit Cascade to seek a protective order or other appropriate remedy.

Section 3.5 — Verdana's Covenant. Verdana covenants and agrees that it shall not assign, direct, or permit any Individual Defendant to perform duties, responsibilities, or functions in the Restricted Categories during such Individual Defendant's applicable Modified Non-Compete Period. Without limiting the foregoing, Verdana shall not permit any Individual Defendant to attend, participate in, or receive information regarding meetings, strategy sessions, vendor negotiations, or planning activities related to the Restricted Categories during such Individual Defendant's applicable Modified Non-Compete Period. Verdana shall implement and maintain internal compliance procedures, including appropriate information barriers and role restrictions, to ensure adherence to this Section 3.5, and such procedures shall be subject to review and verification by the Compliance Monitor in accordance with Article VI.

Section 3.6 — Acknowledgment. The Individual Defendants and Verdana acknowledge and agree that the Modified Restrictive Covenant Terms set forth in this Article III represent a reasonable compromise of the Parties' respective positions regarding the enforceability, scope, and duration of the restrictive covenants contained in the Employment Agreements. The Parties further acknowledge that such Modified Restrictive Covenant Terms are reasonable in scope, duration, and geographic reach, are necessary to protect Cascade's legitimate business interests, and are enforceable under the laws of the State of Delaware. The Individual Defendants and Verdana hereby waive any right to challenge the enforceability or reasonableness of the Modified Restrictive Covenant Terms as set forth herein or in the Consent Order.

ARTICLE IV — MONETARY TERMS

Section 4.1 — Settlement Payment.

(a) Verdana shall pay to Cascade Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) (the "Settlement Payment") by wire transfer of immediately available funds to an account designated by Cascade. The Settlement Payment shall be due and payable on or before the Payment Date, which is the date that is thirty (30) days after the Effective Date.

(b) Wire transfer instructions for Cascade shall be provided in writing by Cascade's counsel, Calderwood & Harkness LLP, 1301 K Street NW, Suite 1200, Washington, DC 20005, Attention: Bernard Crawford, within five (5) Business Days of the Effective Date. Verdana shall confirm receipt of such wire transfer instructions within two (2) Business Days and shall provide Cascade's counsel with confirmation of the wire transfer upon execution thereof.

(c) In the event Verdana fails to make the Settlement Payment in full by the Payment Date, interest shall accrue on the outstanding balance at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less), calculated from the Payment Date until the date of actual payment. In addition to accrued interest, Cascade shall be entitled to enforce the payment obligation through the Consent Order, including by way of contempt proceedings in the Court, and Verdana shall be responsible for all costs, expenses, and attorneys' fees incurred by Cascade in connection with such enforcement.

Section 4.2 — Litigation Cost Reimbursement. In addition to the Settlement Payment, Verdana shall reimburse Cascade Four Hundred Twenty-Five Thousand Dollars ($425,000) toward Cascade's litigation costs and expenses incurred in connection with the Action (the "Cost Reimbursement"). The Cost Reimbursement shall be payable by wire transfer of immediately available funds to the same account designated for the Settlement Payment, concurrently with the Settlement Payment on or before the Payment Date. The Cost Reimbursement shall constitute a partial reimbursement of Cascade's documented legal fees and costs and shall not be construed as a fee-shifting award or as an admission that any Party acted in bad faith or without substantial justification.

Section 4.3 — Equity Forfeitures.

(a) Rathore Forfeiture. Rathore agrees to forfeit all rights, title, and interest in equity of Cascade having a value of Three Hundred Sixty-Two Thousand Five Hundred Dollars ($362,500), consisting of the following:

(i) One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($181,250), representing twenty-five percent (25%) of Rathore's Seven Hundred Twenty-Five Thousand Dollar ($725,000) restricted stock unit ("RSU") grant dated March 15, 2021, which remained unvested as of the Resignation Date. The RSU grant was subject to a four (4)-year ratable annual vesting schedule of twenty-five percent (25%) per year, with the first three tranches having vested on March 15, 2022, March 15, 2023, and March 15, 2024, respectively, and the fourth and final tranche (valued at $181,250) scheduled to vest on March 15, 2025. By reason of Rathore's resignation on February 7, 2025, prior to the vesting of the fourth tranche, such tranche was unvested and forfeitable under the terms of the RSU award agreement; and

(ii) One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($181,250), representing the clawback of the third vested tranche (which vested on March 15, 2024) pursuant to the for-cause clawback provision of Section 8(d) of the Rathore Employment Agreement. The Parties agree that Rathore's breach of the restrictive covenant obligations under the Rathore Employment Agreement triggered the clawback right, and Rathore consents to such clawback without further contest.

(b) Other Individual Defendants' Forfeitures. The remaining seven Individual Defendants agree to forfeit equity in Cascade in the aggregate amount of Four Hundred Eighty-Seven Thousand Dollars ($487,000), with the individual forfeiture amount for each such Individual Defendant as set forth on Schedule 2 attached hereto. Each such forfeiture comprises a combination of unvested equity that was forfeitable upon resignation and, where applicable, clawback of previously vested equity pursuant to the for-cause clawback provisions of the applicable Employment Agreement.

(c) Total Equity Forfeitures. The aggregate Equity Forfeiture Amount under this Agreement is Eight Hundred Forty-Nine Thousand Five Hundred Dollars ($849,500), consisting of Three Hundred Sixty-Two Thousand Five Hundred Dollars ($362,500) from Rathore and Four Hundred Eighty-Seven Thousand Dollars ($487,000) from the other seven Individual Defendants.

(d) Effectuation of Forfeitures. Cascade shall direct Northland Trust Company, Cascade's transfer agent, located at 55 Water Street, New York, New York 10041, to cancel and void all unvested RSU awards subject to forfeiture hereunder and to effectuate the clawback of vested tranches in accordance with this Section 4.3. Each Individual Defendant shall execute and deliver to Cascade such stock transfer powers, cancellation instructions, and other instruments as Northland Trust Company may reasonably require to effect the forfeitures and clawbacks contemplated herein. Cascade shall complete all administrative actions necessary to process such forfeitures within twenty (20) Business Days of the Effective Date.

Section 4.4 — Total Economic Recovery. The Parties acknowledge that the total economic recovery to Cascade under this Agreement is Ten Million Twenty-Four Thousand Five Hundred Dollars ($10,024,500), consisting of the following components:

Section 4.5 — Tax Treatment. Each Party shall be solely responsible for its own tax obligations arising from the payments, forfeitures, and other transactions contemplated by this Agreement, including all federal, state, and local income taxes, employment taxes, and any penalties or interest thereon. No Party makes any representation or warranty to any other Party regarding the tax treatment or tax consequences of any payment, forfeiture, or other transaction under this Agreement. Each Party acknowledges that it has been advised to consult with its own tax advisors regarding the tax implications of this Agreement, and no Party shall have any claim against any other Party arising from the tax treatment of any amount paid or received hereunder.

Section 4.6 — No Admission of Liability. The Settlement Payment, Cost Reimbursement, and Equity Forfeitures are made in compromise and settlement of disputed claims and shall not be construed as, and do not constitute, an admission of liability, wrongdoing, or fault by Verdana, any Individual Defendant, or any other Party. Neither Verdana nor any Individual Defendant admits, by making or agreeing to such payments or forfeitures, that it or he or she violated any law, breached any contract, misappropriated any trade secret, or engaged in any wrongful conduct. This Agreement may not be offered or received in evidence in any proceeding as an admission of liability or wrongdoing by any Party, except in a proceeding to enforce the terms of this Agreement or the Consent Order.

ARTICLE V — DATA RETURN AND DESTRUCTION

Section 5.1 — Return or Destruction Obligation. Within ten (10) Business Days of the Effective Date, each Individual Defendant shall return to Cascade, or certify the permanent destruction of, all Exfiltrated Data and any other Cascade Confidential Information in such Individual Defendant's possession, custody, or control, whether in physical or electronic form, including without limitation documents, files, emails, spreadsheets, presentations, databases, notes, summaries, excerpts, derivatives, copies, and any other materials containing, reflecting, or derived from Cascade Confidential Information, regardless of the medium on which such materials are stored or the location where they are maintained. Return shall be made by delivering such materials, in their native electronic format where applicable, to Cascade's counsel, Calderwood & Harkness LLP, at 1301 K Street NW, Suite 1200, Washington, DC 20005, Attention: Bernard Crawford, by secure courier or other method approved in advance by Cascade's counsel.

Section 5.2 — Certification of Destruction. Each Individual Defendant shall, within ten (10) Business Days of the Effective Date, provide a sworn certification, executed under penalty of perjury, in the form attached as Annex 1 to Exhibit B, confirming that:

(a) all Exfiltrated Data and Cascade Confidential Information in such Individual Defendant's possession, custody, or control has been returned to Cascade or permanently destroyed;

(b) all personal cloud storage accounts, personal email accounts, personal devices, external storage media, and any other repositories that contained or may have contained Exfiltrated Data or Cascade Confidential Information have been thoroughly searched and purged;

(c) no copies, excerpts, summaries, derivatives, or reproductions of any Exfiltrated Data or Cascade Confidential Information have been retained by such Individual Defendant in any form; and

(d) such Individual Defendant has not provided, transmitted, forwarded, or otherwise made available any Exfiltrated Data or Cascade Confidential Information to Verdana, any Affiliate of Verdana, or any other third party, except to the extent that any inadvertent transfer may be identified through the Forensic Audit, in which case the remediation procedures of Section 5.4 shall apply.

Section 5.3 — Verdana's Obligations. Verdana shall, within ten (10) Business Days of the Effective Date, conduct a reasonable and diligent internal search and investigation to identify any Cascade Confidential Information or Exfiltrated Data that may have been introduced into Verdana's systems, networks, servers, repositories, shared drives, email systems, collaboration platforms, or any other digital or physical storage maintained by or on behalf of Verdana. Verdana shall return to Cascade, or certify the permanent destruction of, any such data identified through such search within the same ten (10) Business Day period. Verdana's General Counsel, Helen Tsoi, shall provide a written certification to Cascade's counsel confirming the completion of such search and the return or destruction of any identified data, in the form attached as Annex 2 to Exhibit B.

Section 5.4 — Independent Forensic Audit.

(a) Verdana shall permit Pinnacle Forensics LLC, under the engagement leadership of Dr. Rajiv Anand, to conduct an independent forensic audit of Verdana's relevant systems, devices, and repositories (including email servers, document management systems, collaboration platforms, shared drives, laptops and devices assigned to any Individual Defendant, and any other systems identified by Pinnacle as relevant) to verify compliance with Sections 5.1 through 5.3 (the "Forensic Audit").

(b) The Forensic Audit shall commence within fifteen (15) Business Days of the Effective Date and shall be completed within forty-five (45) calendar days of commencement.

(c) Verdana shall bear the full cost of the Forensic Audit, subject to a cap of One Hundred Seventy-Five Thousand Dollars ($175,000). Pinnacle shall submit invoices directly to Verdana on a monthly basis, and Verdana shall pay such invoices within thirty (30) days of receipt.

(d) Pinnacle shall report its findings simultaneously to counsel for all Parties (Calderwood & Harkness LLP for Cascade, Whitfield, Nygaard & Doyle LLP for the Individual Defendants, and Blackhall & Soren LLP for Verdana) and to the Compliance Monitor. Such report shall identify (i) any Cascade Confidential Information or Exfiltrated Data found on Verdana's systems, (ii) the location and nature of any such data, (iii) any evidence of access to or use of such data, and (iv) Pinnacle's assessment of whether the data return and destruction obligations have been satisfied.

(e) If the Forensic Audit reveals that Cascade Confidential Information or Exfiltrated Data remains in Verdana's possession, custody, or control, Verdana shall immediately take all steps necessary to return or permanently destroy such data in accordance with procedures prescribed by Pinnacle and approved by Cascade's counsel. Verdana shall further submit to a follow-up forensic audit conducted by Pinnacle to verify the completeness of such remediation. The cost of any follow-up audit shall be borne solely by Verdana and shall not be subject to the One Hundred Seventy-Five Thousand Dollar ($175,000) cap set forth in Section 5.4(c).

(f) All Parties shall cooperate fully with Pinnacle in connection with the Forensic Audit, including providing access to facilities, systems, devices, and personnel as reasonably requested by Pinnacle.

Section 5.5 — Data Return and Destruction Protocol. The detailed procedures for data identification, return, destruction, certification, forensic audit methodology, chain of custody, and related matters are set forth in the Data Return and Destruction Protocol attached hereto as Exhibit B, which is incorporated herein by reference. In the event of any conflict between this Article V and Exhibit B, the terms of this Article V shall control.

ARTICLE VI — COMPLIANCE MONITOR

Section 6.1 — Appointment of Compliance Monitor. The Parties agree to the appointment of Aldwyn Compliance Solutions LLC, a limited liability company organized under the laws of the State of Pennsylvania, with its principal offices at 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103, as an independent compliance monitor (the "Compliance Monitor") for the Monitor Period. The Monitor Period shall be twelve (12) months, commencing on the Effective Date and ending on April 14, 2026. The Compliance Monitor shall be engaged pursuant to the Compliance Monitor Engagement Letter in the form attached hereto as Exhibit D. The Compliance Monitor shall act as a neutral and independent party, shall not serve as an agent or representative of any Party, and shall exercise its professional judgment in the performance of its duties.

Section 6.2 — Scope of Monitoring. The Compliance Monitor shall conduct quarterly verification of compliance by the Individual Defendants and Verdana with the obligations set forth in this Agreement, including without limitation:

(a) the Modified Non-Competition Obligations set forth in Section 3.1, including verification that Individual Defendants are not performing duties in the Restricted Categories during their respective Modified Non-Compete Periods and that any roles held by Individual Defendants at Verdana have been approved by the Compliance Monitor;

(b) the Modified Non-Solicitation of Employees set forth in Section 3.2, including review of hiring records, recruitment activities, and communications to verify that no Individual Defendant has solicited, recruited, or induced any Cascade employee to leave Cascade or accept employment with Verdana;

(c) the Modified Non-Solicitation of Vendors set forth in Section 3.3, including review of vendor communications, purchasing records, and engagement activities to verify that no Individual Defendant has solicited or contacted any Top 50 Vendor in contravention of the Vendor Non-Solicitation Period;

(d) the Confidentiality Obligations set forth in Section 3.4, including periodic review of information barriers, access controls, and other safeguards implemented by Verdana to prevent the use or disclosure of Cascade Confidential Information; and

(e) the Data Return and Destruction obligations set forth in Article V, including review of Pinnacle's Forensic Audit findings and verification that all remediation steps have been completed.

The detailed monitoring procedures, methodologies, and reporting templates are set forth in the Compliance Monitoring Protocol attached as Annex A to the Compliance Monitor Engagement Letter (Exhibit D).

Section 6.3 — Cost Allocation.

(a) The estimated total cost of the Compliance Monitor for the twelve (12)-month Monitor Period is Three Hundred Sixty Thousand Dollars ($360,000), consisting of professional fees and reasonable out-of-pocket expenses.

(b) Verdana shall bear sixty percent (60%) of the Compliance Monitor's fees and expenses, which is estimated to be Two Hundred Sixteen Thousand Dollars ($216,000) for the Monitor Period.

(c) Cascade shall bear forty percent (40%) of the Compliance Monitor's fees and expenses, which is estimated to be One Hundred Forty-Four Thousand Dollars ($144,000) for the Monitor Period.

(d) Each Party shall pay its respective share of the Compliance Monitor's fees and expenses directly to the Compliance Monitor on a quarterly basis, within thirty (30) days of receipt of each quarterly invoice. In the event the actual fees and expenses exceed the estimated amounts, the Parties shall bear such excess in the same sixty percent (60%) / forty percent (40%) allocation, provided that any single-quarter invoice exceeding the pro rata quarterly estimate by more than fifteen percent (15%) shall require advance written approval from counsel for both Cascade and Verdana.

Section 6.4 — Cooperation and Access.

(a) The Individual Defendants and Verdana shall cooperate fully and in good faith with the Compliance Monitor in connection with the performance of its duties under this Agreement and the Compliance Monitor Engagement Letter. Such cooperation shall include, without limitation, providing the Compliance Monitor with reasonable access to records, systems, personnel, and facilities as necessary for the Compliance Monitor to fulfill its duties, responding to information requests within ten (10) Business Days, and making relevant personnel available for interviews upon reasonable notice.

(b) Cascade shall provide the Compliance Monitor with reasonable access to information necessary for the Compliance Monitor to verify vendor and employee solicitation activity, including employee roster data, vendor contact records, and other information reasonably requested by the Compliance Monitor, subject to appropriate confidentiality protections.

(c) The detailed terms of cooperation, information-sharing protocols, and confidentiality protections applicable to information exchanged with the Compliance Monitor are further set forth in the Letter Agreement among CRH, Verdana, and Aldwyn Compliance Solutions LLC, executed contemporaneously herewith and incorporated herein by reference.

Section 6.5 — Reporting.

(a) The Compliance Monitor shall deliver quarterly written reports to counsel for all Parties (Calderwood & Harkness LLP, Whitfield, Nygaard & Doyle LLP, and Blackhall & Soren LLP) within thirty (30) days following the end of each calendar quarter during the Monitor Period. The first quarterly report shall cover the period from the Effective Date through June 30, 2025.

(b) In the event the Compliance Monitor identifies a potential violation of any obligation monitored under Section 6.2, the Compliance Monitor shall promptly notify counsel for all Parties in writing and shall provide a detailed written report regarding the nature, scope, and circumstances of the potential violation within ten (10) Business Days of such notification.

(c) Any quarterly report or violation report may be submitted to the Court upon request of the Court or upon motion by any Party, subject to such confidentiality protections as the Court may deem appropriate.

Section 6.6 — Remedies for Non-Compliance. In the event of a material violation of any obligation monitored under Section 6.2 that is identified by the Compliance Monitor, Cascade may seek enforcement through contempt proceedings under the Consent Order, specific performance under Section 13.1, or any other available remedy at law or in equity. The Compliance Monitor's findings, reports, and conclusions shall be admissible as evidence in any enforcement proceeding arising under this Agreement or the Consent Order, and shall be entitled to a rebuttable presumption of accuracy and reliability. Nothing in this Section 6.6 shall limit Cascade's right to pursue enforcement through any available legal or equitable remedy, whether or not a potential violation has been identified by the Compliance Monitor.

ARTICLE VII — MUTUAL RELEASES

Section 7.1 — Release by Cascade. Effective upon (i) receipt by Cascade of the Settlement Payment and Cost Reimbursement in full, (ii) compliance by each Individual Defendant with the Equity Forfeiture provisions of Section 4.3, and (iii) delivery of all sworn certifications required under Article V, Cascade, on behalf of itself, its Affiliates, and their respective successors, assigns, officers, directors, employees, agents, representatives, heirs, executors, administrators, and legal representatives, hereby irrevocably and unconditionally releases, acquits, and forever discharges the Individual Defendants, Verdana, and their respective Affiliates, successors, assigns, officers, directors, employees, agents, representatives, heirs, executors, administrators, and legal representatives from any and all claims, counterclaims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, judgments, and liabilities of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or absolute, liquidated or unliquidated, matured or unmatured, at law or in equity, that Cascade now has, has ever had, or may hereafter have, arising out of or related to the facts, circumstances, transactions, occurrences, acts, or omissions alleged in the Action or reasonably related thereto, including without limitation all claims for breach of contract, breach of fiduciary duty, misappropriation of trade secrets, tortious interference, civil conspiracy, unfair competition, unjust enrichment, and any other claims that were or could have been asserted in the Action, except for:

(a) all obligations of the Individual Defendants and Verdana arising under or preserved by this Agreement;

(b) all obligations arising under the Consent Order; and

(c) the perpetual Confidentiality Obligations under the Employment Agreements, which survive and are expressly preserved in accordance with Section 3.4.

Section 7.2 — Release by Individual Defendants. The Individual Defendants, on behalf of themselves and their respective heirs, executors, administrators, successors, assigns, agents, representatives, and legal representatives, hereby irrevocably and unconditionally release, acquit, and forever discharge Cascade, its Affiliates, and their respective successors, assigns, officers, directors, employees, agents, representatives, heirs, executors, administrators, and legal representatives from any and all claims, counterclaims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, judgments, and liabilities of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or absolute, liquidated or unliquidated, matured or unmatured, at law or in equity, that any Individual Defendant now has, has ever had, or may hereafter have, arising out of or related to the Action, the Employment Agreements (other than obligations expressly preserved herein), the TRO proceedings, the Equity Forfeitures, the cease-and-desist communications sent by or on behalf of Cascade, or any other matter arising from or related to the facts and circumstances alleged in the Action, except for all obligations of Cascade arising under or preserved by this Agreement.

Section 7.3 — Release by Verdana. Verdana, on behalf of itself, its Affiliates (including, without limitation, Greystone Capital Partners, LP and Greystone Capital Fund VII, LP), and their respective successors, assigns, officers, directors, employees, agents, representatives, and legal representatives, hereby irrevocably and unconditionally releases, acquits, and forever discharges Cascade, its Affiliates, and their respective successors, assigns, officers, directors, employees, agents, representatives, heirs, executors, administrators, and legal representatives from any and all claims, counterclaims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, judgments, and liabilities of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or absolute, liquidated or unliquidated, matured or unmatured, at law or in equity, that Verdana or any of its Affiliates now has, has ever had, or may hereafter have, arising out of or related to the Action, including without limitation any claims relating to the TRO, the injunction bond, the cease-and-desist communications, the motion for temporary restraining order, the preliminary injunction proceedings, any alleged tortious interference with Verdana's employment relationships, or any other matter arising from or related to the facts and circumstances alleged in the Action, except for all obligations of Cascade arising under or preserved by this Agreement.

Section 7.4 — Reservation of Rights. Notwithstanding the releases set forth in Sections 7.1 through 7.3:

(a) Nothing in this Article VII shall release any Party from its obligations under this Agreement, the Consent Order, or the Compliance Monitor engagement, all of which are expressly preserved and shall survive the execution of this Agreement.

(b) The perpetual confidentiality obligations under the Employment Agreements, as reaffirmed in Section 3.4, are expressly preserved and not released by any provision of this Article VII.

(c) Nothing in this Article VII shall preclude any Party from seeking enforcement of this Agreement or the Consent Order in accordance with Article XIII.

ARTICLE VIII — NON-DISPARAGEMENT

Section 8.1 — Mutual Non-Disparagement. The Parties agree to be bound by the mutual non-disparagement provisions set forth in Exhibit E, which is attached hereto and incorporated herein by reference. In summary, and without limiting the full terms set forth in Exhibit E:

(a) No Party shall make, publish, disseminate, or cause to be made, published, or disseminated, any statement, whether oral, written, electronic, or otherwise, that disparages, defames, or reflects adversely upon any other Party, or upon any other Party's officers, directors, employees, business practices, products, services, financial condition, or reputation.

(b) The non-disparagement obligations set forth in this Section 8.1 and Exhibit E shall survive the termination or expiration of this Agreement and shall continue in perpetuity.

(i) truthful testimony or statements compelled by valid legal process, including subpoenas, court orders, or governmental investigations;

(ii) confidential communications between any Party and its legal counsel made in connection with the seeking or rendering of legal advice;

(iii) disclosures required by applicable law, regulation, or stock exchange rules, including Cascade's SEC disclosure obligations under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Nasdaq Stock Market LLC;

(iv) confidential communications with auditors, including Hargrove & Tillett CPA, PLLC, Cascade's outside auditors, and any auditors engaged by Verdana, made in connection with the performance of audit or accounting services; and

(v) good-faith internal communications among officers, directors, and employees of a Party regarding the terms and implementation of this Agreement, provided such communications are subject to obligations of confidentiality.

ARTICLE IX — REPRESENTATIONS AND WARRANTIES

Section 9.1 — Mutual Representations. Each Party hereby represents and warrants to the other Parties as of the Effective Date as follows:

(a) Authority. Such Party has full power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. In the case of Cascade and Verdana, the execution and delivery of this Agreement and the performance of the obligations hereunder have been duly and validly authorized by all necessary corporate action, including the adoption of resolutions by the respective boards of directors (or appropriate committees thereof) of Cascade and Verdana.

(b) Enforceability. This Agreement has been duly executed and delivered by such Party and constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(c) No Conflicts. The execution, delivery, and performance of this Agreement by such Party does not and will not (i) violate, conflict with, or result in a breach of any provision of such Party's organizational documents (if applicable), (ii) violate, conflict with, or result in a breach of, or constitute a default under, any material agreement, instrument, order, judgment, decree, or other obligation to which such Party is a party or by which such Party is bound, or (iii) violate any applicable law, statute, rule, regulation, or order of any governmental authority.

(d) No Assignment of Claims. Such Party has not assigned, transferred, conveyed, pledged, hypothecated, or otherwise encumbered any of the claims, demands, or causes of action released pursuant to Article VII, and no Person other than such Party has any interest in any such claims, demands, or causes of action.

Section 9.2 — Cascade's Representations. In addition to the representations and warranties set forth in Section 9.1, Cascade hereby represents and warrants to the I

STANDSTILL AND SETTLEMENT AGREEMENT
Execution Version
April 14, 2025
Among
Cascade Retail Holdings Inc.
Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson
and
Verdana Commerce Group, Inc.
In Connection With
Cascade Retail Holdings Inc. v. Rathore et al. C.A. No. 2025-0198-MTZ Delaware Court of Chancery
TABLE OF CONTENTS
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STANDSTILL AND SETTLEMENT AGREEMENT
This STANDSTILL AND SETTLEMENT AGREEMENT (this "Agreement") is made and entered into as of April 14, 2025 (the "Effective Date"), by and among:
CASCADE RETAIL HOLDINGS INC., a Delaware corporation, with its principal offices at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119 ("Cascade" or "CRH" or "Plaintiff");
PRIYA RATHORE, an individual residing at 14 Harbor Ridge Lane, Bellevue, Washington 98004 ("Rathore");
DEREK LINDEN, an individual ("Linden");
SONIA KACZMAREK, an individual ("Kaczmarek");
AMARA OSEI, an individual ("Osei");
BRENT HALVORSEN, an individual ("Halvorsen");
LUCIA FERNANDEZ-GILL, an individual ("Fernandez-Gill");
NATHAN TSAO, an individual ("Tsao");
KIRA JOHANSSON, an individual ("Johansson");
(Rathore, Linden, Kaczmarek, Osei, Halvorsen, Fernandez-Gill, Tsao, and Johansson are referred to collectively as the "Individual Defendants" or the "Rathore Group"); and
VERDANA COMMERCE GROUP, INC., a Delaware corporation, with its principal offices at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801 ("Verdana" or "VCG").
Cascade, the Individual Defendants, and Verdana are referred to collectively herein as the "Parties" and individually as a "Party."
RECITALS
WHEREAS, Cascade is a publicly traded omnichannel retail company listed on the Nasdaq Stock Market LLC under the ticker symbol "CRHL," with annual revenues of approximately Six Billion Eight Hundred Twenty Million Dollars ($6,820,000,000) for its fiscal year ended January 31, 2025, and a merchandising division that generated approximately Two Billion Three Hundred Million Dollars ($2,300,000,000) in gross merchandise value during fiscal year 2024;
WHEREAS, each of the Individual Defendants was formerly employed by Cascade in senior merchandising roles and, in connection with such employment, each executed an employment agreement containing restrictive covenant provisions, including non-competition, non-solicitation of employees, non-solicitation of vendors, and confidentiality obligations, each governed by the laws of the State of Delaware (collectively, the "Employment Agreements");
WHEREAS, Rathore was employed by Cascade from June 3, 2019 through February 7, 2025, most recently serving as Senior Vice President, Merchandising, pursuant to an Amended and Restated Employment Agreement dated March 15, 2021 (the "Rathore Employment Agreement"), which contained, among other restrictive covenants, an eighteen (18)-month post-termination non-competition covenant, a twenty-four (24)-month non-solicitation covenant covering employees and vendors, and perpetual confidentiality obligations;
WHEREAS, the other seven Individual Defendants were employed by Cascade under Employment Agreements containing post-termination non-competition periods ranging from twelve (12) to eighteen (18) months and non-solicitation periods ranging from eighteen (18) to twenty-four (24) months, as more particularly described on Schedule 1 attached hereto;
WHEREAS, the Individual Defendants, by virtue of their senior merchandising positions at Cascade, had access to Cascade's proprietary and confidential information, including without limitation Cascade's vendor negotiation playbooks, seasonal buying algorithms, private-label sourcing strategies, customer segmentation data, ecommerce assortment algorithms, and a confidential five-year category expansion strategic plan known internally as "Project Ridgeline," which was completed in October 2024 and constitutes one of Cascade's most competitively sensitive strategic assets (all such information, collectively, the "Confidential Information");
WHEREAS, on February 7, 2025, all eight Individual Defendants simultaneously submitted letters of resignation from Cascade, effective immediately, and subsequently accepted offers of employment with Verdana, a direct competitor of Cascade in twenty-eight (28) overlapping product categories;
WHEREAS, forensic analysis conducted by Pinnacle Forensics LLC ("Pinnacle"), an independent digital forensics firm retained by Cascade, determined that between January 10, 2025 and February 4, 2025, approximately fourteen thousand three hundred twenty-seven (14,327) files, comprising approximately 2.8 gigabytes of data, were downloaded from Cascade's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts belonging to certain of the Individual Defendants, including Project Ridgeline presentations, vendor negotiation term sheets, private-label cost models, and customer segmentation data (collectively, the "Exfiltrated Data");
WHEREAS, on March 5, 2025, Cascade filed a Verified Complaint and Motion for Temporary Restraining Order and Preliminary Injunction in the Court of Chancery of the State of Delaware, captioned Cascade Retail Holdings Inc. v. Rathore et al., C.A. No. 2025-0198-MTZ (the "Action"), asserting claims against the Individual Defendants and Verdana for (1) breach of restrictive covenant, (2) breach of confidentiality obligations, (3) misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), (4) tortious interference with contractual relations, and (5) civil conspiracy;
WHEREAS, on March 7, 2025, Vice Chancellor Margaret T. Zhao of the Delaware Court of Chancery granted Cascade's application for a temporary restraining order (the "TRO"), restraining all Individual Defendants from commencing employment in merchandising roles at Verdana for a period of fourteen (14) days, and requiring Cascade to post an injunction bond in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419);
WHEREAS, the Individual Defendants, through their counsel Whitfield, Nygaard & Doyle LLP, and Verdana, through its counsel Blackhall & Soren LLP, filed opposition to Cascade's motion for preliminary injunction on March 15, 2025, and a preliminary injunction hearing was scheduled before Vice Chancellor Zhao for March 21, 2025;
WHEREAS, on March 18, 2025, the Parties participated in a full-day mediation session before the Honorable Philip Ashford (Ret.) through Meridian ADR Services LLC (Ref. No. Meridian-2025-0318-CRH), at which the Parties engaged in good-faith negotiations regarding the terms of a potential resolution of the Action;
WHEREAS, on March 20, 2025, the Parties reached a framework for settlement of the Action, and on March 21, 2025, the preliminary injunction hearing was adjourned by stipulation of all Parties and a Consent Interim Order was entered by Vice Chancellor Zhao maintaining the status quo during the documentation of the settlement;
WHEREAS, the Parties desire to fully, finally, and irrevocably resolve the Action and all related disputes among them on the terms and conditions set forth herein, without any admission of liability or wrongdoing by any Party;
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
"Action" means the civil action captioned Cascade Retail Holdings Inc. v. Rathore et al., C.A. No. 2025-0198-MTZ, filed in the Delaware Court of Chancery on March 5, 2025, together with all motions, applications, orders, and proceedings arising therefrom or related thereto.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and the terms "controlled by" and "under common control with" shall have correlative meanings. Without limiting the generality of the foregoing, Greystone Capital Partners, LP and Greystone Capital Fund VII, LP shall be deemed Affiliates of Verdana.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banks in Wilmington, Delaware or Seattle, Washington are authorized or required by law or executive order to be closed, and shall further exclude any day that is a State of Delaware legal holiday.
"Cascade Confidential Information" means all proprietary and confidential information of Cascade, including without limitation Project Ridgeline materials, vendor negotiation playbooks, seasonal buying algorithms, private-label sourcing strategies, private-label cost models, customer segmentation data, ecommerce assortment algorithms, merchandising calendars, promotional pricing frameworks, supplier contract terms, logistics and distribution data, category performance analyses, workforce planning models, and any other information designated as confidential, proprietary, or trade secret by Cascade, whether in written, electronic, oral, or other form.
"Compliance Monitor" means Aldwyn Compliance Solutions LLC, a limited liability company organized under the laws of the State of Pennsylvania, with its principal offices at 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103, or any successor compliance monitor appointed in accordance with this Agreement.
"Consent Order" means the stipulated consent order to be entered by the Court incorporating certain terms of this Agreement, substantially in the form attached hereto as Exhibit F.
"Cost Reimbursement" means the amount of Four Hundred Twenty-Five Thousand Dollars ($425,000) payable by Verdana to Cascade pursuant to Section 4.2 of this Agreement.
"Court" means the Court of Chancery of the State of Delaware.
"Effective Date" means April 14, 2025.
"Employment Agreements" means the employment agreements between Cascade and each of the Individual Defendants, as listed and described on Schedule 1 attached hereto, including the Rathore Employment Agreement and the individual employment agreements of each of the other seven Individual Defendants.
"Equity Forfeiture Amount" means the aggregate equity forfeitures described in Section 4.3 of this Agreement, totaling Eight Hundred Forty-Nine Thousand Five Hundred Dollars ($849,500).
"Exfiltrated Data" means the approximately fourteen thousand three hundred twenty-seven (14,327) files, comprising approximately 2.8 gigabytes of data, identified by Pinnacle Forensics LLC as having been downloaded from Cascade's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts of certain Individual Defendants between January 10, 2025 and February 4, 2025, as more particularly described in Pinnacle's forensic report dated March 3, 2025.
"Forensic Audit" means the independent forensic audit of Verdana's relevant systems, devices, and repositories to be conducted by the Forensic Auditor pursuant to Section 5.4 of this Agreement.
"Forensic Auditor" means Pinnacle Forensics LLC, with its offices at 8700 Georgia Avenue, Suite 300, Silver Spring, Maryland 20910, under the engagement leadership of Dr. Rajiv Anand.
"Individual Defendants" means, collectively, Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson.
"Mediator" means the Honorable Philip Ashford (Ret.), who mediated the Parties' dispute through Meridian ADR Services LLC (Ref. No. Meridian-2025-0318-CRH).
"Modified Non-Compete Period" means, (a) with respect to Rathore, the Rathore Modified Non-Compete Period as defined in Section 3.1(a), and (b) with respect to each other Individual Defendant, the nine (9)-month period defined in Section 3.1(b).
"Modified Non-Solicitation Period (Employees)" or "Employee Non-Solicitation Period" means the eighteen (18)-month period described in Section 3.2, running from February 7, 2025 through August 6, 2026.
"Modified Non-Solicitation Period (Vendors)" or "Vendor Non-Solicitation Period" means the twelve (12)-month period described in Section 3.3, running from February 7, 2025 through February 6, 2026.
"Monitor Period" means the twelve (12)-month period commencing on the Effective Date and ending on April 14, 2026.
"Payment Date" means the date that is thirty (30) days after the Effective Date, or if such date is not a Business Day, the next succeeding Business Day.
"Person" means any individual, corporation, partnership, limited liability company, trust, estate, governmental entity, or other legal entity.
"Project Ridgeline" means Cascade's confidential five-year category expansion strategic plan completed in October 2024, comprising market opportunity assessments, competitive positioning analyses, capital allocation models, new store format blueprints, private-label brand development roadmaps, and related strategic documents and presentations.
"Rathore Employment Agreement" means the Amended and Restated Employment Agreement between Cascade and Priya Rathore, dated March 15, 2021.
"Resignation Date" means February 7, 2025, the date on which all eight Individual Defendants simultaneously submitted their resignations from Cascade.
"Restricted Categories" means home goods, seasonal décor, and private-label apparel, as such categories are defined in Cascade's internal category taxonomy as of the Effective Date.
"Settlement Payment" means the amount of Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) payable by Verdana to Cascade pursuant to Section 4.1 of this Agreement.
"Top 50 Vendors" means Cascade's top fifty (50) vendors measured by aggregate spend during fiscal year 2024, as identified and listed on Exhibit C attached hereto (filed under seal).
"TRO" means the temporary restraining order entered by Vice Chancellor Margaret T. Zhao of the Delaware Court of Chancery on March 7, 2025, in the Action.
Section 1.2 — Rules of Construction. Unless the context otherwise requires:
(a) All headings and captions in this Agreement are for convenience of reference only and shall not define, limit, or affect the construction or interpretation of this Agreement.
(b) The word "including" and words of similar import shall mean "including, without limitation," and shall not be construed to limit any general statement that precedes or follows such word to the specific or similar items or matters immediately following such word.
(c) References to "days" shall mean calendar days unless "Business Days" is expressly specified.
(d) References to "Sections," "Articles," "Exhibits," "Schedules," and "Annexes" are to the sections, articles, exhibits, schedules, and annexes of this Agreement unless otherwise indicated.
(e) The words "herein," "hereof," "hereunder," "hereby," and "hereto" refer to this Agreement as a whole.
(f) Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders.
(g) References to any statute, rule, or regulation shall be deemed to include all amendments thereto, successor provisions, and regulations promulgated thereunder as in effect at the relevant time.
(h) The Parties have participated jointly in the negotiation and drafting of this Agreement, and in the event of an ambiguity or question of intent, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(i) All monetary amounts referenced herein are expressed in United States Dollars.
(j) Each Exhibit and Schedule attached to this Agreement is incorporated herein by reference and made a part hereof.
ARTICLE II — STANDSTILL AND CESSATION OF HOSTILITIES
Section 2.1 — Standstill. Upon execution of this Agreement, the Parties agree to maintain the status quo as established by the Consent Interim Order entered by Vice Chancellor Zhao on March 21, 2025, pending entry of the Consent Order by the Court. No Party shall take any action inconsistent with the terms of this Agreement during the period between execution of this Agreement and entry of the Consent Order by the Court. Each Party shall use its reasonable best efforts to facilitate the prompt entry of the Consent Order and shall refrain from any conduct that could reasonably be expected to frustrate or delay such entry.
Section 2.2 — Cessation of Litigation Activities. Effective as of the execution of this Agreement:
(a) Cascade agrees not to pursue any further emergency, expedited, or interim relief in the Action, including but not limited to any renewed motion for preliminary injunction, any motion for contempt, any motion for expedited discovery, or any request for extension or modification of the TRO, provided that the Individual Defendants and Verdana comply with the terms of this Agreement and the Consent Interim Order.
(b) The Individual Defendants and Verdana agree not to file any motions to dissolve, vacate, or modify the TRO or the Consent Interim Order, except as expressly contemplated by the terms of this Agreement. The Individual Defendants and Verdana further agree not to file any counterclaims, cross-claims, or third-party claims in the Action or any related proceeding, and hereby waive any right to do so with respect to matters released under Article VII.
(c) All discovery obligations in the Action, including any outstanding document requests, interrogatories, and deposition notices, are stayed and shall be deemed withdrawn upon entry of the Consent Order.
Section 2.3 — Consent Order.
(a) Within five (5) Business Days of the Effective Date, the Parties shall jointly file a Stipulation of Settlement and [Proposed] Consent Order with the Court, substantially in the form set forth in Exhibit F hereto (the "Stipulation"). The Stipulation shall be executed by counsel for all Parties and shall be accompanied by such supporting papers as may be required by the Court.
(b) The Consent Order shall incorporate and give judicial effect to the Modified Restrictive Covenant Terms set forth in Article III, the Data Return and Destruction Protocol set forth in Exhibit B, and the Compliance Monitor provisions set forth in Article VI. The Consent Order shall further provide that the Court shall retain jurisdiction over the Action and the Parties for purposes of enforcing the Consent Order during the Monitor Period and thereafter until all obligations under this Agreement and the Consent Order have been fully satisfied.
(c) In the event the Court declines to enter the Consent Order in the form submitted, the Parties shall negotiate in good faith to prepare a revised form of consent order that is acceptable to the Court and that preserves the material terms and intent of this Agreement.
Section 2.4 — Dissolution of TRO. Contemporaneously with the filing of the Stipulation of Settlement, Cascade shall file a Motion to Dissolve the TRO, conditioned upon entry of the Consent Order by the Court. Upon entry of the Consent Order, the TRO shall be deemed dissolved and superseded in its entirety by the terms of the Consent Order, and no Party shall have any further rights or obligations under the TRO, except to the extent any such rights or obligations have been expressly incorporated into the Consent Order.
Section 2.5 — Release of Injunction Bond. Upon entry of the Consent Order and dissolution of the TRO, Cascade shall promptly request the discharge of the injunction bond posted through Broadview Surety Corp. (Bond No. BSC-2025-TRO-04419) in the principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000) and shall take all actions reasonably necessary to effect the full release and cancellation of such bond. The Individual Defendants and Verdana shall cooperate with Cascade in connection with any court filings or surety submissions required to effectuate the release of the injunction bond.
ARTICLE III — MODIFIED RESTRICTIVE COVENANTS
Section 3.1 — Modified Non-Competition Obligations.
(a) Priya Rathore. Rathore shall be subject to a modified non-competition period of twelve (12) months from the Resignation Date, commencing on February 7, 2025 and ending on February 6, 2026 (the "Rathore Modified Non-Compete Period"). During the Rathore Modified Non-Compete Period, Rathore shall not, directly or indirectly, whether as an employee, consultant, independent contractor, officer, director, advisor, or in any other capacity, engage in, manage, supervise, or provide strategic direction for any business activity of Verdana or any other competitor of Cascade within the United States in the Restricted Categories (home goods, seasonal décor, and private-label apparel). For the avoidance of doubt, the Rathore Modified Non-Compete Period represents a reduction from the original eighteen (18)-month post-termination non-competition period set forth in the Rathore Employment Agreement, and the scope of the non-competition obligation has been narrowed from all retail activities conducted by Cascade to the three specified Restricted Categories. Upon expiration of the Rathore Modified Non-Compete Period, Rathore shall have no further non-competition obligations to Cascade under this Agreement or the Rathore Employment Agreement.
(b) Other Individual Defendants. Each of Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson shall be subject to a modified non-competition period of nine (9) months from the Resignation Date, commencing on February 7, 2025 and ending on November 6, 2025 (the "Other Defendants' Modified Non-Compete Period" and, together with the Rathore Modified Non-Compete Period, the "Modified Non-Compete Periods"). During the Other Defendants' Modified Non-Compete Period, each such Individual Defendant shall not, directly or indirectly, whether as an employee, consultant, independent contractor, officer, director, advisor, or in any other capacity, engage in, manage, supervise, or provide strategic direction for any business activity of Verdana or any other competitor of Cascade within the United States in the Restricted Categories (home goods, seasonal décor, and private-label apparel). This represents a reduction from the original twelve (12)-month or eighteen (18)-month non-competition periods applicable under each such Individual Defendant's Employment Agreement, as set forth on Schedule 1, and a narrowing of scope to the three specified Restricted Categories. Upon expiration of the Other Defendants' Modified Non-Compete Period, each such Individual Defendant shall have no further non-competition obligations to Cascade under this Agreement or such Individual Defendant's Employment Agreement.
(c) Permitted Activities. Notwithstanding the foregoing, during their respective Modified Non-Compete Periods, Individual Defendants may be employed by Verdana or any other entity in roles that do not involve the Restricted Categories, provided that any such role at Verdana is approved in advance by the Compliance Monitor in accordance with the procedures set forth in the Compliance Monitor Engagement Letter attached hereto as Exhibit D. The Compliance Monitor shall review and provide a written determination regarding any proposed role within ten (10) Business Days of receiving a written request from the applicable Individual Defendant (with a copy to counsel for all Parties). In evaluating any such request, the Compliance Monitor shall consider whether the proposed role involves, or is reasonably likely to involve, oversight, management, strategic direction, or material involvement in any of the Restricted Categories.
(d) Full Terms. The full and detailed terms of the Modified Non-Competition Obligations, including definitions of the Restricted Categories, geographic scope, and permitted exceptions, are set forth in Exhibit A, which is incorporated herein by reference.
Section 3.2 — Modified Non-Solicitation of Employees.
(a) All eight Individual Defendants shall be subject to an eighteen (18)-month non-solicitation period covering employees of Cascade, running from February 7, 2025 through August 6, 2026 (the "Employee Non-Solicitation Period").
(b) During the Employee Non-Solicitation Period, no Individual Defendant shall, directly or indirectly, whether on behalf of Verdana, any Affiliate of Verdana, or any other Person, solicit, recruit, induce, or encourage any individual who is then an employee of Cascade (or who was an employee of Cascade at any time during the six (6) months immediately preceding such solicitation) to leave employment with Cascade, to terminate or breach any employment agreement with Cascade, or to accept employment, consulting, or other engagement with Verdana, any Affiliate of Verdana, or any other Person.
(c) This obligation shall apply regardless of whether such employee reports to, or has any prior reporting relationship with, any Individual Defendant, and regardless of whether such employee was hired, managed, or supervised by any Individual Defendant during such Individual Defendant's employment at Cascade.
(d) For the avoidance of doubt, the prohibition in this Section 3.2 shall not apply to (i) general solicitations of employment through public advertisements, job boards, or social media postings not specifically targeted at Cascade employees, or (ii) responses by an Individual Defendant to an unsolicited inquiry from a Cascade employee, provided that such Individual Defendant did not, directly or indirectly, initiate or encourage such inquiry.
Section 3.3 — Modified Non-Solicitation of Vendors.
(a) All eight Individual Defendants shall be subject to a twelve (12)-month non-solicitation period covering the Top 50 Vendors, running from February 7, 2025 through February 6, 2026 (the "Vendor Non-Solicitation Period").
(b) During the Vendor Non-Solicitation Period, no Individual Defendant shall, directly or indirectly, whether on behalf of Verdana, any Affiliate of Verdana, or any other Person, solicit, contact, or engage any Top 50 Vendor for the purpose of (i) negotiating or entering into any supply, purchasing, or merchandising arrangement that competes with Cascade's existing or planned vendor relationships, (ii) inducing any Top 50 Vendor to terminate, reduce, or modify any existing arrangement with Cascade, or (iii) obtaining or leveraging confidential pricing, terms, or other commercial information regarding any Top 50 Vendor's relationship with Cascade.
(c) The list of Top 50 Vendors is set forth in Exhibit C, which shall be filed under seal with the Court. Each Party acknowledges that the list of Top 50 Vendors constitutes Cascade Confidential Information and shall be treated accordingly.
Section 3.4 — Confidentiality Obligations. The perpetual confidentiality obligations contained in each Individual Defendant's Employment Agreement shall remain in full force and effect and are not modified, superseded, or released by this Agreement. Without limiting the generality of the foregoing, Cascade Confidential Information, including without limitation Project Ridgeline materials, vendor negotiation playbooks, seasonal buying algorithms, private-label sourcing strategies, private-label cost models, customer segmentation data, and ecommerce assortment algorithms, shall remain subject to such perpetual confidentiality obligations indefinitely. Each Individual Defendant acknowledges and reaffirms his or her obligation not to use, disclose, disseminate, publish, or otherwise make available any Cascade Confidential Information, except as may be required by law or compelled by legal process, and then only after providing prompt written notice to Cascade sufficient to permit Cascade to seek a protective order or other appropriate remedy.
Section 3.5 — Verdana's Covenant. Verdana covenants and agrees that it shall not assign, direct, or permit any Individual Defendant to perform duties, responsibilities, or functions in the Restricted Categories during such Individual Defendant's applicable Modified Non-Compete Period. Without limiting the foregoing, Verdana shall not permit any Individual Defendant to attend, participate in, or receive information regarding meetings, strategy sessions, vendor negotiations, or planning activities related to the Restricted Categories during such Individual Defendant's applicable Modified Non-Compete Period. Verdana shall implement and maintain internal compliance procedures, including appropriate information barriers and role restrictions, to ensure adherence to this Section 3.5, and such procedures shall be subject to review and verification by the Compliance Monitor in accordance with Article VI.
Section 3.6 — Acknowledgment. The Individual Defendants and Verdana acknowledge and agree that the Modified Restrictive Covenant Terms set forth in this Article III represent a reasonable compromise of the Parties' respective positions regarding the enforceability, scope, and duration of the restrictive covenants contained in the Employment Agreements. The Parties further acknowledge that such Modified Restrictive Covenant Terms are reasonable in scope, duration, and geographic reach, are necessary to protect Cascade's legitimate business interests, and are enforceable under the laws of the State of Delaware. The Individual Defendants and Verdana hereby waive any right to challenge the enforceability or reasonableness of the Modified Restrictive Covenant Terms as set forth herein or in the Consent Order.
ARTICLE IV — MONETARY TERMS
Section 4.1 — Settlement Payment.
(a) Verdana shall pay to Cascade Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) (the "Settlement Payment") by wire transfer of immediately available funds to an account designated by Cascade. The Settlement Payment shall be due and payable on or before the Payment Date, which is the date that is thirty (30) days after the Effective Date.
(b) Wire transfer instructions for Cascade shall be provided in writing by Cascade's counsel, Calderwood & Harkness LLP, 1301 K Street NW, Suite 1200, Washington, DC 20005, Attention: Bernard Crawford, within five (5) Business Days of the Effective Date. Verdana shall confirm receipt of such wire transfer instructions within two (2) Business Days and shall provide Cascade's counsel with confirmation of the wire transfer upon execution thereof.
(c) In the event Verdana fails to make the Settlement Payment in full by the Payment Date, interest shall accrue on the outstanding balance at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less), calculated from the Payment Date until the date of actual payment. In addition to accrued interest, Cascade shall be entitled to enforce the payment obligation through the Consent Order, including by way of contempt proceedings in the Court, and Verdana shall be responsible for all costs, expenses, and attorneys' fees incurred by Cascade in connection with such enforcement.
Section 4.2 — Litigation Cost Reimbursement. In addition to the Settlement Payment, Verdana shall reimburse Cascade Four Hundred Twenty-Five Thousand Dollars ($425,000) toward Cascade's litigation costs and expenses incurred in connection with the Action (the "Cost Reimbursement"). The Cost Reimbursement shall be payable by wire transfer of immediately available funds to the same account designated for the Settlement Payment, concurrently with the Settlement Payment on or before the Payment Date. The Cost Reimbursement shall constitute a partial reimbursement of Cascade's documented legal fees and costs and shall not be construed as a fee-shifting award or as an admission that any Party acted in bad faith or without substantial justification.
Section 4.3 — Equity Forfeitures.
(a) Rathore Forfeiture. Rathore agrees to forfeit all rights, title, and interest in equity of Cascade having a value of Three Hundred Sixty-Two Thousand Five Hundred Dollars ($362,500), consisting of the following:
(i) One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($181,250), representing twenty-five percent (25%) of Rathore's Seven Hundred Twenty-Five Thousand Dollar ($725,000) restricted stock unit ("RSU") grant dated March 15, 2021, which remained unvested as of the Resignation Date. The RSU grant was subject to a four (4)-year ratable annual vesting schedule of twenty-five percent (25%) per year, with the first three tranches having vested on March 15, 2022, March 15, 2023, and March 15, 2024, respectively, and the fourth and final tranche (valued at $181,250) scheduled to vest on March 15, 2025. By reason of Rathore's resignation on February 7, 2025, prior to the vesting of the fourth tranche, such tranche was unvested and forfeitable under the terms of the RSU award agreement; and
(ii) One Hundred Eighty-One Thousand Two Hundred Fifty Dollars ($181,250), representing the clawback of the third vested tranche (which vested on March 15, 2024) pursuant to the for-cause clawback provision of Section 8(d) of the Rathore Employment Agreement. The Parties agree that Rathore's breach of the restrictive covenant obligations under the Rathore Employment Agreement triggered the clawback right, and Rathore consents to such clawback without further contest.
(b) Other Individual Defendants' Forfeitures. The remaining seven Individual Defendants agree to forfeit equity in Cascade in the aggregate amount of Four Hundred Eighty-Seven Thousand Dollars ($487,000), with the individual forfeiture amount for each such Individual Defendant as set forth on Schedule 2 attached hereto. Each such forfeiture comprises a combination of unvested equity that was forfeitable upon resignation and, where applicable, clawback of previously vested equity pursuant to the for-cause clawback provisions of the applicable Employment Agreement.
(c) Total Equity Forfeitures. The aggregate Equity Forfeiture Amount under this Agreement is Eight Hundred Forty-Nine Thousand Five Hundred Dollars ($849,500), consisting of Three Hundred Sixty-Two Thousand Five Hundred Dollars ($362,500) from Rathore and Four Hundred Eighty-Seven Thousand Dollars ($487,000) from the other seven Individual Defendants.
(d) Effectuation of Forfeitures. Cascade shall direct Northland Trust Company, Cascade's transfer agent, located at 55 Water Street, New York, New York 10041, to cancel and void all unvested RSU awards subject to forfeiture hereunder and to effectuate the clawback of vested tranches in accordance with this Section 4.3. Each Individual Defendant shall execute and deliver to Cascade such stock transfer powers, cancellation instructions, and other instruments as Northland Trust Company may reasonably require to effect the forfeitures and clawbacks contemplated herein. Cascade shall complete all administrative actions necessary to process such forfeitures within twenty (20) Business Days of the Effective Date.
Section 4.4 — Total Economic Recovery. The Parties acknowledge that the total economic recovery to Cascade under this Agreement is Ten Million Twenty-Four Thousand Five Hundred Dollars ($10,024,500), consisting of the following components:
Section 4.5 — Tax Treatment. Each Party shall be solely responsible for its own tax obligations arising from the payments, forfeitures, and other transactions contemplated by this Agreement, including all federal, state, and local income taxes, employment taxes, and any penalties or interest thereon. No Party makes any representation or warranty to any other Party regarding the tax treatment or tax consequences of any payment, forfeiture, or other transaction under this Agreement. Each Party acknowledges that it has been advised to consult with its own tax advisors regarding the tax implications of this Agreement, and no Party shall have any claim against any other Party arising from the tax treatment of any amount paid or received hereunder.
Section 4.6 — No Admission of Liability. The Settlement Payment, Cost Reimbursement, and Equity Forfeitures are made in compromise and settlement of disputed claims and shall not be construed as, and do not constitute, an admission of liability, wrongdoing, or fault by Verdana, any Individual Defendant, or any other Party. Neither Verdana nor any Individual Defendant admits, by making or agreeing to such payments or forfeitures, that it or he or she violated any law, breached any contract, misappropriated any trade secret, or engaged in any wrongful conduct. This Agreement may not be offered or received in evidence in any proceeding as an admission of liability or wrongdoing by any Party, except in a proceeding to enforce the terms of this Agreement or the Consent Order.
ARTICLE V — DATA RETURN AND DESTRUCTION
Section 5.1 — Return or Destruction Obligation. Within ten (10) Business Days of the Effective Date, each Individual Defendant shall return to Cascade, or certify the permanent destruction of, all Exfiltrated Data and any other Cascade Confidential Information in such Individual Defendant's possession, custody, or control, whether in physical or electronic form, including without limitation documents, files, emails, spreadsheets, presentations, databases, notes, summaries, excerpts, derivatives, copies, and any other materials containing, reflecting, or derived from Cascade Confidential Information, regardless of the medium on which such materials are stored or the location where they are maintained. Return shall be made by delivering such materials, in their native electronic format where applicable, to Cascade's counsel, Calderwood & Harkness LLP, at 1301 K Street NW, Suite 1200, Washington, DC 20005, Attention: Bernard Crawford, by secure courier or other method approved in advance by Cascade's counsel.
Section 5.2 — Certification of Destruction. Each Individual Defendant shall, within ten (10) Business Days of the Effective Date, provide a sworn certification, executed under penalty of perjury, in the form attached as Annex 1 to Exhibit B, confirming that:
(a) all Exfiltrated Data and Cascade Confidential Information in such Individual Defendant's possession, custody, or control has been returned to Cascade or permanently destroyed;
(b) all personal cloud storage accounts, personal email accounts, personal devices, external storage media, and any other repositories that contained or may have contained Exfiltrated Data or Cascade Confidential Information have been thoroughly searched and purged;
(c) no copies, excerpts, summaries, derivatives, or reproductions of any Exfiltrated Data or Cascade Confidential Information have been retained by such Individual Defendant in any form; and
(d) such Individual Defendant has not provided, transmitted, forwarded, or otherwise made available any Exfiltrated Data or Cascade Confidential Information to Verdana, any Affiliate of Verdana, or any other third party, except to the extent that any inadvertent transfer may be identified through the Forensic Audit, in which case the remediation procedures of Section 5.4 shall apply.
Section 5.3 — Verdana's Obligations. Verdana shall, within ten (10) Business Days of the Effective Date, conduct a reasonable and diligent internal search and investigation to identify any Cascade Confidential Information or Exfiltrated Data that may have been introduced into Verdana's systems, networks, servers, repositories, shared drives, email systems, collaboration platforms, or any other digital or physical storage maintained by or on behalf of Verdana. Verdana shall return to Cascade, or certify the permanent destruction of, any such data identified through such search within the same ten (10) Business Day period. Verdana's General Counsel, Helen Tsoi, shall provide a written certification to Cascade's counsel confirming the completion of such search and the return or destruction of any identified data, in the form attached as Annex 2 to Exhibit B.
Section 5.4 — Independent Forensic Audit.
(a) Verdana shall permit Pinnacle Forensics LLC, under the engagement leadership of Dr. Rajiv Anand, to conduct an independent forensic audit of Verdana's relevant systems, devices, and repositories (including email servers, document management systems, collaboration platforms, shared drives, laptops and devices assigned to any Individual Defendant, and any other systems identified by Pinnacle as relevant) to verify compliance with Sections 5.1 through 5.3 (the "Forensic Audit").
(b) The Forensic Audit shall commence within fifteen (15) Business Days of the Effective Date and shall be completed within forty-five (45) calendar days of commencement.
(c) Verdana shall bear the full cost of the Forensic Audit, subject to a cap of One Hundred Seventy-Five Thousand Dollars ($175,000). Pinnacle shall submit invoices directly to Verdana on a monthly basis, and Verdana shall pay such invoices within thirty (30) days of receipt.
(d) Pinnacle shall report its findings simultaneously to counsel for all Parties (Calderwood & Harkness LLP for Cascade, Whitfield, Nygaard & Doyle LLP for the Individual Defendants, and Blackhall & Soren LLP for Verdana) and to the Compliance Monitor. Such report shall identify (i) any Cascade Confidential Information or Exfiltrated Data found on Verdana's systems, (ii) the location and nature of any such data, (iii) any evidence of access to or use of such data, and (iv) Pinnacle's assessment of whether the data return and destruction obligations have been satisfied.
(e) If the Forensic Audit reveals that Cascade Confidential Information or Exfiltrated Data remains in Verdana's possession, custody, or control, Verdana shall immediately take all steps necessary to return or permanently destroy such data in accordance with procedures prescribed by Pinnacle and approved by Cascade's counsel. Verdana shall further submit to a follow-up forensic audit conducted by Pinnacle to verify the completeness of such remediation. The cost of any follow-up audit shall be borne solely by Verdana and shall not be subject to the One Hundred Seventy-Five Thousand Dollar ($175,000) cap set forth in Section 5.4(c).
(f) All Parties shall cooperate fully with Pinnacle in connection with the Forensic Audit, including providing access to facilities, systems, devices, and personnel as reasonably requested by Pinnacle.
Section 5.5 — Data Return and Destruction Protocol. The detailed procedures for data identification, return, destruction, certification, forensic audit methodology, chain of custody, and related matters are set forth in the Data Return and Destruction Protocol attached hereto as Exhibit B, which is incorporated herein by reference. In the event of any conflict between this Article V and Exhibit B, the terms of this Article V shall control.
ARTICLE VI — COMPLIANCE MONITOR
Section 6.1 — Appointment of Compliance Monitor. The Parties agree to the appointment of Aldwyn Compliance Solutions LLC, a limited liability company organized under the laws of the State of Pennsylvania, with its principal offices at 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103, as an independent compliance monitor (the "Compliance Monitor") for the Monitor Period. The Monitor Period shall be twelve (12) months, commencing on the Effective Date and ending on April 14, 2026. The Compliance Monitor shall be engaged pursuant to the Compliance Monitor Engagement Letter in the form attached hereto as Exhibit D. The Compliance Monitor shall act as a neutral and independent party, shall not serve as an agent or representative of any Party, and shall exercise its professional judgment in the performance of its duties.
Section 6.2 — Scope of Monitoring. The Compliance Monitor shall conduct quarterly verification of compliance by the Individual Defendants and Verdana with the obligations set forth in this Agreement, including without limitation:
(a) the Modified Non-Competition Obligations set forth in Section 3.1, including verification that Individual Defendants are not performing duties in the Restricted Categories during their respective Modified Non-Compete Periods and that any roles held by Individual Defendants at Verdana have been approved by the Compliance Monitor;
(b) the Modified Non-Solicitation of Employees set forth in Section 3.2, including review of hiring records, recruitment activities, and communications to verify that no Individual Defendant has solicited, recruited, or induced any Cascade employee to leave Cascade or accept employment with Verdana;
(c) the Modified Non-Solicitation of Vendors set forth in Section 3.3, including review of vendor communications, purchasing records, and engagement activities to verify that no Individual Defendant has solicited or contacted any Top 50 Vendor in contravention of the Vendor Non-Solicitation Period;
(d) the Confidentiality Obligations set forth in Section 3.4, including periodic review of information barriers, access controls, and other safeguards implemented by Verdana to prevent the use or disclosure of Cascade Confidential Information; and
(e) the Data Return and Destruction obligations set forth in Article V, including review of Pinnacle's Forensic Audit findings and verification that all remediation steps have been completed.
The detailed monitoring procedures, methodologies, and reporting templates are set forth in the Compliance Monitoring Protocol attached as Annex A to the Compliance Monitor Engagement Letter (Exhibit D).
Section 6.3 — Cost Allocation.
(a) The estimated total cost of the Compliance Monitor for the twelve (12)-month Monitor Period is Three Hundred Sixty Thousand Dollars ($360,000), consisting of professional fees and reasonable out-of-pocket expenses.
(b) Verdana shall bear sixty percent (60%) of the Compliance Monitor's fees and expenses, which is estimated to be Two Hundred Sixteen Thousand Dollars ($216,000) for the Monitor Period.
(c) Cascade shall bear forty percent (40%) of the Compliance Monitor's fees and expenses, which is estimated to be One Hundred Forty-Four Thousand Dollars ($144,000) for the Monitor Period.
(d) Each Party shall pay its respective share of the Compliance Monitor's fees and expenses directly to the Compliance Monitor on a quarterly basis, within thirty (30) days of receipt of each quarterly invoice. In the event the actual fees and expenses exceed the estimated amounts, the Parties shall bear such excess in the same sixty percent (60%) / forty percent (40%) allocation, provided that any single-quarter invoice exceeding the pro rata quarterly estimate by more than fifteen percent (15%) shall require advance written approval from counsel for both Cascade and Verdana.
Section 6.4 — Cooperation and Access.
(a) The Individual Defendants and Verdana shall cooperate fully and in good faith with the Compliance Monitor in connection with the performance of its duties under this Agreement and the Compliance Monitor Engagement Letter. Such cooperation shall include, without limitation, providing the Compliance Monitor with reasonable access to records, systems, personnel, and facilities as necessary for the Compliance Monitor to fulfill its duties, responding to information requests within ten (10) Business Days, and making relevant personnel available for interviews upon reasonable notice.
(b) Cascade shall provide the Compliance Monitor with reasonable access to information necessary for the Compliance Monitor to verify vendor and employee solicitation activity, including employee roster data, vendor contact records, and other information reasonably requested by the Compliance Monitor, subject to appropriate confidentiality protections.
(c) The detailed terms of cooperation, information-sharing protocols, and confidentiality protections applicable to information exchanged with the Compliance Monitor are further set forth in the Letter Agreement among CRH, Verdana, and Aldwyn Compliance Solutions LLC, executed contemporaneously herewith and incorporated herein by reference.
Section 6.5 — Reporting.
(a) The Compliance Monitor shall deliver quarterly written reports to counsel for all Parties (Calderwood & Harkness LLP, Whitfield, Nygaard & Doyle LLP, and Blackhall & Soren LLP) within thirty (30) days following the end of each calendar quarter during the Monitor Period. The first quarterly report shall cover the period from the Effective Date through June 30, 2025.
(b) In the event the Compliance Monitor identifies a potential violation of any obligation monitored under Section 6.2, the Compliance Monitor shall promptly notify counsel for all Parties in writing and shall provide a detailed written report regarding the nature, scope, and circumstances of the potential violation within ten (10) Business Days of such notification.
(c) Any quarterly report or violation report may be submitted to the Court upon request of the Court or upon motion by any Party, subject to such confidentiality protections as the Court may deem appropriate.
Section 6.6 — Remedies for Non-Compliance. In the event of a material violation of any obligation monitored under Section 6.2 that is identified by the Compliance Monitor, Cascade may seek enforcement through contempt proceedings under the Consent Order, specific performance under Section 13.1, or any other available remedy at law or in equity. The Compliance Monitor's findings, reports, and conclusions shall be admissible as evidence in any enforcement proceeding arising under this Agreement or the Consent Order, and shall be entitled to a rebuttable presumption of accuracy and reliability. Nothing in this Section 6.6 shall limit Cascade's right to pursue enforcement through any available legal or equitable remedy, whether or not a potential violation has been identified by the Compliance Monitor.
ARTICLE VII — MUTUAL RELEASES
Section 7.1 — Release by Cascade. Effective upon (i) receipt by Cascade of the Settlement Payment and Cost Reimbursement in full, (ii) compliance by each Individual Defendant with the Equity Forfeiture provisions of Section 4.3, and (iii) delivery of all sworn certifications required under Article V, Cascade, on behalf of itself, its Affiliates, and their respective successors, assigns, officers, directors, employees, agents, representatives, heirs, executors, administrators, and legal representatives, hereby irrevocably and unconditionally releases, acquits, and forever discharges the Individual Defendants, Verdana, and their respective Affiliates, successors, assigns, officers, directors, employees, agents, representatives, heirs, executors, administrators, and legal representatives from any and all claims, counterclaims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, judgments, and liabilities of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or absolute, liquidated or unliquidated, matured or unmatured, at law or in equity, that Cascade now has, has ever had, or may hereafter have, arising out of or related to the facts, circumstances, transactions, occurrences, acts, or omissions alleged in the Action or reasonably related thereto, including without limitation all claims for breach of contract, breach of fiduciary duty, misappropriation of trade secrets, tortious interference, civil conspiracy, unfair competition, unjust enrichment, and any other claims that were or could have been asserted in the Action, except for:
(a) all obligations of the Individual Defendants and Verdana arising under or preserved by this Agreement;
(b) all obligations arising under the Consent Order; and
(c) the perpetual Confidentiality Obligations under the Employment Agreements, which survive and are expressly preserved in accordance with Section 3.4.
Section 7.2 — Release by Individual Defendants. The Individual Defendants, on behalf of themselves and their respective heirs, executors, administrators, successors, assigns, agents, representatives, and legal representatives, hereby irrevocably and unconditionally release, acquit, and forever discharge Cascade, its Affiliates, and their respective successors, assigns, officers, directors, employees, agents, representatives, heirs, executors, administrators, and legal representatives from any and all claims, counterclaims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, judgments, and liabilities of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or absolute, liquidated or unliquidated, matured or unmatured, at law or in equity, that any Individual Defendant now has, has ever had, or may hereafter have, arising out of or related to the Action, the Employment Agreements (other than obligations expressly preserved herein), the TRO proceedings, the Equity Forfeitures, the cease-and-desist communications sent by or on behalf of Cascade, or any other matter arising from or related to the facts and circumstances alleged in the Action, except for all obligations of Cascade arising under or preserved by this Agreement.
Section 7.3 — Release by Verdana. Verdana, on behalf of itself, its Affiliates (including, without limitation, Greystone Capital Partners, LP and Greystone Capital Fund VII, LP), and their respective successors, assigns, officers, directors, employees, agents, representatives, and legal representatives, hereby irrevocably and unconditionally releases, acquits, and forever discharges Cascade, its Affiliates, and their respective successors, assigns, officers, directors, employees, agents, representatives, heirs, executors, administrators, and legal representatives from any and all claims, counterclaims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, judgments, and liabilities of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or absolute, liquidated or unliquidated, matured or unmatured, at law or in equity, that Verdana or any of its Affiliates now has, has ever had, or may hereafter have, arising out of or related to the Action, including without limitation any claims relating to the TRO, the injunction bond, the cease-and-desist communications, the motion for temporary restraining order, the preliminary injunction proceedings, any alleged tortious interference with Verdana's employment relationships, or any other matter arising from or related to the facts and circumstances alleged in the Action, except for all obligations of Cascade arising under or preserved by this Agreement.
Section 7.4 — Reservation of Rights. Notwithstanding the releases set forth in Sections 7.1 through 7.3:
(a) Nothing in this Article VII shall release any Party from its obligations under this Agreement, the Consent Order, or the Compliance Monitor engagement, all of which are expressly preserved and shall survive the execution of this Agreement.
(b) The perpetual confidentiality obligations under the Employment Agreements, as reaffirmed in Section 3.4, are expressly preserved and not released by any provision of this Article VII.
(c) Nothing in this Article VII shall preclude any Party from seeking enforcement of this Agreement or the Consent Order in accordance with Article XIII.
ARTICLE VIII — NON-DISPARAGEMENT
Section 8.1 — Mutual Non-Disparagement. The Parties agree to be bound by the mutual non-disparagement provisions set forth in Exhibit E, which is attached hereto and incorporated herein by reference. In summary, and without limiting the full terms set forth in Exhibit E:
(a) No Party shall make, publish, disseminate, or cause to be made, published, or disseminated, any statement, whether oral, written, electronic, or otherwise, that disparages, defames, or reflects adversely upon any other Party, or upon any other Party's officers, directors, employees, business practices, products, services, financial condition, or reputation.
(b) The non-disparagement obligations set forth in this Section 8.1 and Exhibit E shall survive the termination or expiration of this Agreement and shall continue in perpetuity.
(c) Notwithstanding the foregoing, the non-disparagement obligations shall not apply to or restrict:
(i) truthful testimony or statements compelled by valid legal process, including subpoenas, court orders, or governmental investigations;
(ii) confidential communications between any Party and its legal counsel made in connection with the seeking or rendering of legal advice;
(iii) disclosures required by applicable law, regulation, or stock exchange rules, including Cascade's SEC disclosure obligations under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Nasdaq Stock Market LLC;
(iv) confidential communications with auditors, including Hargrove & Tillett CPA, PLLC, Cascade's outside auditors, and any auditors engaged by Verdana, made in connection with the performance of audit or accounting services; and
(v) good-faith internal communications among officers, directors, and employees of a Party regarding the terms and implementation of this Agreement, provided such communications are subject to obligations of confidentiality.
ARTICLE IX — REPRESENTATIONS AND WARRANTIES
Section 9.1 — Mutual Representations. Each Party hereby represents and warrants to the other Parties as of the Effective Date as follows:
(a) Authority. Such Party has full power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. In the case of Cascade and Verdana, the execution and delivery of this Agreement and the performance of the obligations hereunder have been duly and validly authorized by all necessary corporate action, including the adoption of resolutions by the respective boards of directors (or appropriate committees thereof) of Cascade and Verdana.
(b) Enforceability. This Agreement has been duly executed and delivered by such Party and constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(c) No Conflicts. The execution, delivery, and performance of this Agreement by such Party does not and will not (i) violate, conflict with, or result in a breach of any provision of such Party's organizational documents (if applicable), (ii) violate, conflict with, or result in a breach of, or constitute a default under, any material agreement, instrument, order, judgment, decree, or other obligation to which such Party is a party or by which such Party is bound, or (iii) violate any applicable law, statute, rule, regulation, or order of any governmental authority.
(d) No Assignment of Claims. Such Party has not assigned, transferred, conveyed, pledged, hypothecated, or otherwise encumbered any of the claims, demands, or causes of action released pursuant to Article VII, and no Person other than such Party has any interest in any such claims, demands, or causes of action.
Section 9.2 — Cascade's Representations. In addition to the representations and warranties set forth in Section 9.1, Cascade hereby represents and warrants to the I

STANDSTILL AND SETTLEMENT AGREEMENT

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STANDSTILL AND SETTLEMENT AGREEMENT

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