Contract analysis

I. Desire to Settle. The Parties wish to fully and finally resolve all claims, disputes, and controversies between and among them relating to or arising out of the subject matter of the Action, the TMA, CPS-BC-1147, CPS Concentrate A, ShieldCoat Pro 900, and all related matters, on the terms and conditions set forth herein, in order to avoid the burden, expense, distraction, and uncertainty of further litigation and

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement. 1.1 "Action" means the civil action captioned Crestline Packaging Solutions LLC v. Harlow Chemical Supply Inc. et al., Case No. 2:24-cv-00891, pending in the United States

ARTICLE II — SETTLEMENT PAYMENT 2.1 Payment Obligation. In consideration of the mutual covenants, releases, and other agreements set forth in this Agreement, Harlow shall pay to CPS the Payment Amount of Nine Million Seven Hundred Fifty Thousand Dollars ($9,750,000.00) in immediately available funds by wire transfer to the account designated by CPS in writing. Wire transfer instructions shall be provided separately b

ARTICLE III — PERMANENT INJUNCTIVE RELIEF 3.1 Permanent Injunction. Harlow, Norris, Fielding, and each of their respective Affiliates, agents, officers, directors, employees, representatives, contractors, successors, and assigns (collectively, the "Enjoined Persons") are hereby permanently and irrevocably enjoined and restrained from, directly or indirectly: (a) manufacturing, producing, blending, formulating, proces

ARTICLE IV — RETURN AND DESTRUCTION OF TRADE SECRET MATERIALS 4.1 Return and Destruction Obligation. Within thirty (30) calendar days of the Effective Date, the Harlow Parties shall: (a) Return. Return to CPS all originals and copies of any and all CPS Confidential Information in their possession, custody, or control, including without limitation all technical data, formulation documents, specifications, batch produc

ARTICLE V — MUTUAL RELEASES 5.1 Release by CPS. Effective upon receipt by CPS of the Payment Amount in full and in immediately available funds, CPS, on behalf of itself and its Affiliates, members, managers, officers, employees, agents, attorneys, representatives, predecessors, successors, and assigns (collectively, the "CPS Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, and forever di

ARTICLE VI — NON-SOLICITATION COVENANT 6.1 Non-Solicitation. For a period of five (5) years commencing on the Effective Date and ending on September 12, 2029 (the "Non-Solicitation Period"), the Harlow Parties and each of their respective Affiliates, agents, officers, directors, employees, representatives, contractors, successors, and assigns shall not, directly or indirectly, whether on their own behalf or on behalf

ARTICLE VII — NO ADMISSION OF LIABILITY 7.1 No Admission. This Agreement represents a compromise and settlement of disputed claims. The Parties have entered into this Agreement to avoid the burden, expense, distraction, and uncertainty of continued litigation, and for no other reason. Nothing in this Agreement, including without limitation the payment of the Settlement Payment, the agreement to injunctive relief, the

ARTICLE VIII — CONFIDENTIALITY 8.1 Confidentiality of Settlement Terms. The Parties agree that the existence and terms of this Agreement, including without limitation the Payment Amount, the specific injunctive relief provisions, the non-solicitation covenant, and all other specific terms, conditions, and provisions hereof, shall be kept strictly confidential and shall not be disclosed, revealed, or communicated to a

ARTICLE IX — DISMISSAL OF THE ACTION 9.1 Stipulation of Dismissal. Within five (5) business days following receipt by CPS of the full Payment Amount in immediately available funds, the Parties shall jointly execute and cause to be filed with the Clerk of the Court a Stipulation and Order of Dismissal with Prejudice in the Action (Case No. 2:24-cv-00891) before the Honorable Judge Patricia Langford, United States Dist

ARTICLE X — REPRESENTATIONS AND WARRANTIES 10.1 Authority. Each Party represents and warrants to the other Parties that: (a) such Party has full power, authority, and legal capacity to execute and deliver this Agreement and to perform all of its or his obligations hereunder; (b) this Agreement has been duly authorized, executed, and delivered by such Party and constitutes a valid and legally binding obligation of suc

ARTICLE XI — GENERAL PROVISIONS 11.1 Entire Agreement. This Agreement, including all exhibits and schedules attached hereto (which are incorporated herein by reference), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, and communications, whether

1. Identification. I am [check one]: Gerald W. Norris, in my capacity as Chief Executive Officer of Harlow Chemical Supply Inc. ("Harlow") and individually on my own behalf; Kenneth Fielding, individually on my own behalf.

2. Background. I make this Sworn Certification in accordance with Article IV, Section 4.2, of the Settlement Agreement and Mutual Release dated September 12, 2024 (the "Agreement"), by and among Crestline Packaging Solutions LLC ("CPS"), Harlow Chemical Supply Inc., Gerald W. Norris, and Kenneth Fielding. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

3. Return and Destruction Completed. I hereby certify that, as of the date of this Certification, all CPS Confidential Information in my possession, custody, or control (and, to the extent I am executing this Certification in my capacity as CEO of Harlow, in the possession, custody, or control of Harlow, its officers, directors, employees, agents, and representatives) has been returned to CPS or permanently destroyed

4. Archer Material Sciences Inc. I further certify that all data, analyses, reports, spectra, chromatograms, and other materials obtained from or in connection with Archer Material Sciences Inc. of Indianapolis, Indiana, relating to CPS Concentrate A or any component thereof, have been permanently destroyed or returned to CPS in accordance with Section 4.1(b) of the Agreement. Commercially reasonable efforts have bee