Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to prepare Crestline Packaging Solutions LLC ("CPS") and Ridgepoint Capital Partners LP ("Ridgepoint") for the mediation session scheduled for August 14, 2024, before retired Judge Franklin DeLuca of Ashford Dispute Resolution Services LLC, 441 Vine Street, Suite 800, Cincinnati, Ohio 45202. This memorandum sets forth our assessment of the case, our evaluation of

II. PROCEDURAL HISTORY AND CURRENT LITIGATION POSTURE A. Pre-Litigation Phase CPS's proprietary barrier coating formulation, CPS-BC-1147, was developed by Dr. Margaret Yuen, CPS's Senior Director of Research & Development, and CPS's R&D team over the period from January 2015 through December 2016. The total cumulative R&D investment in developing CPS-BC-1147 was approximately $3.8 million, encompassing personnel cost

1. Count I: Misappropriation of Trade Secrets under the Defend Trade Secrets Act ("DTSA"), 18 U.S.C. §§ 1836–1839;

2. Count II: Misappropriation of Trade Secrets under the Ohio Uniform Trade Secrets Act ("Ohio UTSA"), Ohio Rev. Code §§ 1333.61–1333.69;

3. Count III: Breach of Contract (TMA Sections 7, 8.2, 9.1, and 9.3);

4. Count IV: Tortious Interference with Business Relationships (solicitation of CPS customers); and

5. Count V: Unjust Enrichment. The Court granted CPS's Motion for Temporary Restraining Order on March 4, 2024, restraining Harlow from manufacturing, marketing, selling, or distributing ShieldCoat Pro 900 or any other product derived from CPS's confidential information. The TRO also ordered Harlow to preserve all documents, electronic records, and physical materials related to ShieldCoat Pro 900 and the CPS Concentr

III. STRENGTH OF CPS'S CLAIMS A. Trade Secret Status of CPS-BC-1147 CPS-BC-1147 qualifies as a protectable trade secret under both the federal DTSA (18 U.S.C. §§ 1836–1839) and the Ohio UTSA (Ohio Rev. Code §§ 1333.61–1333.69). Both statutes define a trade secret broadly to include formulas, compositions, compilations, programs, devices, methods, techniques, or processes that derive independent economic value from no

2. Pinnacle Flexible Films LLC

5. TerraFold Industries LLC In each instance, Trent offered ShieldCoat Pro 900 at a price approximately 15% below CPS's pricing for CPS-BC-1147. Mapleridge Paper Corp. reported the solicitation to CPS Sales Director Brian Novotny on June 12, 2023, which triggered CPS's investigation. Documentary evidence obtained in discovery — including emails from Trent to representatives of all five customers — confirms the scope

IV. KEY DEPOSITION TESTIMONY The depositions taken during May through July 2024 yielded testimony that is highly favorable to CPS's position and significantly damages Harlow's defenses. Below is a summary of the key testimony from each deponent. A. Gerald W. Norris (CEO / Sole Shareholder, Harlow) Gerald Norris was deposed on May 14–15, 2024. His testimony was evasive, inconsistent, and frequently contradicted by the

V. DAMAGES ANALYSIS A. Meridian Forensic Consulting Group LLC Report (June 14, 2024) CPS's damages expert, Jeffrey Callahan, CPA/ABV, CFF, of Meridian Forensic Consulting Group LLC, 155 North Wacker Drive, Suite 1010, Chicago, Illinois 60606, issued a comprehensive damages report on June 14, 2024. Mr. Callahan is a certified public accountant accredited in business valuation and certified in financial forensics, with

VI. EVALUATION OF HARLOW'S ABILITY TO PAY An assessment of Harlow's financial condition is essential to developing a realistic settlement strategy. Based on financial information obtained through discovery, we have evaluated Harlow's capacity to fund a settlement in the recommended range. Harlow's estimated fiscal year 2023 revenue was approximately $87.3 million, based on financial summaries produced in discovery. H

VII. RECOMMENDED SETTLEMENT STRATEGY A. Opening Demand We recommend that CPS present an opening demand of $14.5 million at mediation. This figure is derived from the following components: • High end of the Meridian damages range: $12.6 million; • Partial exemplary damages component: $1.5 million (reflecting a modest multiplier well below the statutory 2x maximum, to signal CPS's seriousness while maintaining credibil

VIII. NON-MONETARY SETTLEMENT TERMS The non-monetary terms of any settlement are critically important to CPS's long-term trade secret protection and commercial position. The following terms should be treated as mandatory and non-negotiable. A. Permanent Injunction Harlow and all of its affiliates, officers, directors, employees, agents, successors, and assigns must be permanently enjoined from manufacturing, selling,

IX. MEDIATION LOGISTICS AND TACTICAL CONSIDERATIONS A. Mediator Profile The mediation will be conducted by retired Judge Franklin DeLuca of Ashford Dispute Resolution Services LLC, located at 441 Vine Street, Suite 800, Cincinnati, Ohio 45202. Judge DeLuca served on the Hamilton County Court of Common Pleas for approximately 18 years before entering private mediation practice. He has extensive experience mediating co

1. Thornburg Analytics Forensic Report (December 22, 2023) — demonstrating the compositional match in all 14 constituents within ±0.3% by weight, with Dr. Vasquez's expert conclusions;

2. Archer Material Sciences Invoice and Correspondence — documenting Harlow's deliberate engagement of a third-party laboratory to reverse-engineer CPS Concentrate A, in direct violation of TMA Section 8.2;

3. Kenneth Fielding Deposition Excerpts — including admissions regarding the retention of CPS records, the direction of the Archer Material Sciences analysis, and the four-week timeline from the Archer report to the "finalization" of ShieldCoat Pro 900;

4. Amanda Trent Deposition Excerpts — including admissions regarding customer solicitation, the Norris-provided customer list, and the 15% discount pricing strategy;

5. Meridian Forensic Consulting Group LLC Damages Report Summary — presenting the $8.9 million to $12.6 million damages range, with supporting charts and schedules;

6. Preliminary Injunction Order (April 18, 2024) — reflecting the Court's finding that CPS is likely to succeed on the merits. These exhibits will be organized in a clear, visually accessible format designed to communicate the strength of CPS's case efficiently and persuasively. We will prepare a concise mediation brief for Judge DeLuca that synthesizes the key evidence and frames the settlement discussion. We will a

X. RISKS AND CONTINGENCIES While CPS's case is strong, a thorough mediation strategy must account for the risks and contingencies that weigh in favor of settlement. A. Litigation Risks if Settlement Fails If the mediation does not result in a settlement, the case will proceed to trial. Based on the current schedule and Judge Langford's docket, trial would likely occur in late 2024 or early 2025. Additional fees and e