1006-00004 · Crestline Packaging Solutions LLC · Settlement

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE

Execution Version

September 12, 2024

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PREAMBLE

This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of September 12, 2024 (the "Effective Date"), by and among:

(1) Crestline Packaging Solutions LLC, an Ohio limited liability company, with its principal place of business at 4800 Scioto Industrial Parkway, Columbus, OH 43228 (hereinafter referred to as "Crestline" or "CPS");

(2) Harlow Chemical Supply Inc., an Indiana corporation, with its principal place of business at 1120 Commerce Boulevard, Terre Haute, IN 47802 (hereinafter referred to as "Harlow" or "HCS");

(3) Gerald W. Norris, an individual residing in the State of Indiana, who serves as the Chief Executive Officer and is the sole shareholder of Harlow Chemical Supply Inc. (hereinafter referred to as "Norris"); and

(4) Kenneth Fielding, an individual residing in the State of Indiana, who serves as the Vice President of Technical Operations of Harlow Chemical Supply Inc. (hereinafter referred to as "Fielding").

CPS, Harlow, Norris, and Fielding are sometimes referred to herein collectively as the "Parties" and individually as a "Party." CPS, on the one hand, and Harlow, Norris, and Fielding, on the other hand, are sometimes referred to herein as the "CPS Parties" and the "Harlow Parties," respectively.

RECITALS

WHEREAS:

A. CPS Business and Trade Secrets. CPS is engaged in the manufacture of specialty barrier coatings, laminates, and packaging substrates for the food, pharmaceutical, and industrial packaging industries. Over the course of several years and at significant expense, CPS developed a proprietary water-based, high-performance barrier coating formulation designated internally as "CPS-BC-1147." CPS-BC-1147 comprises fourteen (14) distinct chemical constituents combined in proprietary ratios, employing a specific order-of-addition protocol and defined processing parameters, including but not limited to processing temperatures, shear rates, mixing durations, and pH control sequences. CPS claims that CPS-BC-1147, including its constituent composition, proportional ratios, order-of-addition protocol, and processing parameters, constitutes a trade secret under both federal and Ohio law, and that CPS has taken reasonable measures to maintain the secrecy of such information;

B. Toll Manufacturing Agreement. On March 15, 2017, CPS and Harlow entered into a Toll Manufacturing Agreement (the "TMA") pursuant to which Harlow agreed to blend and package CPS-BC-1147 at Harlow's manufacturing facility located in Terre Haute, Indiana. Under the terms of the TMA, CPS provided Harlow with a partial formulation disclosure covering nine (9) of the fourteen (14) constituents of CPS-BC-1147 and general proportional ranges sufficient for Harlow to perform its blending and packaging obligations, while CPS separately supplied the remaining five (5) proprietary additive components pre-blended as a single concentrate designated "CPS Concentrate A." The TMA contained, among other things: (i) a confidentiality and non-disclosure provision (Section 7 of the TMA); (ii) a prohibition on reverse engineering of CPS's formulations, concentrates, and proprietary materials (Section 8.2 of the TMA); (iii) a non-compete covenant restricting Harlow from manufacturing, formulating, or selling any barrier coating that is "substantially similar" to CPS-BC-1147 for a period of three (3) years following the termination or expiration of the TMA (Section 9.1 of the TMA); and (iv) a customer non-solicitation covenant restricting Harlow from soliciting or doing business with CPS's customers with respect to barrier coatings, laminates, or packaging substrates for a period coextensive with the non-compete period (Section 9.3 of the TMA);

C. Termination of TMA. CPS terminated the TMA effective January 31, 2023, pursuant to the termination provisions set forth in Section 12.2 of the TMA, following which Harlow's blending and packaging obligations under the TMA ceased;

D. CPS's Allegations. CPS alleges that, during the term of the TMA, Harlow, acting through and at the direction of Norris and Fielding, engaged in a deliberate scheme to reverse-engineer CPS Concentrate A in violation of Section 8.2 of the TMA, including by sending samples of CPS Concentrate A to a third-party analytical laboratory, Archer Material Sciences Inc. of Indianapolis, Indiana ("Archer"), for detailed compositional analysis in or about September 2022. CPS further alleges that, following the termination of the TMA, Harlow began manufacturing and marketing a barrier coating product under the name "ShieldCoat Pro 900" that is substantially identical to CPS-BC-1147 in formulation, performance characteristics, and intended applications, and that Harlow, Norris, and Fielding solicited and diverted business from CPS's established customers, including but not limited to Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC, in violation of the restrictive covenants set forth in the TMA and in violation of applicable federal and state law;

E. The Litigation. On February 26, 2024, CPS filed a Verified Complaint and a Motion for Temporary Restraining Order and Preliminary Injunction in the United States District Court for the Southern District of Ohio, Eastern Division, Case No. 2:24-cv-00891 (the "Action"), before the Honorable Judge Patricia Langford, asserting claims against Harlow, Norris, and Fielding for: (1) misappropriation of trade secrets under the Defend Trade Secrets Act, 18 U.S.C. §§ 1836–1839; (2) misappropriation of trade secrets under the Ohio Uniform Trade Secrets Act, Ohio Rev. Code §§ 1333.61–1333.69; (3) breach of contract (including breach of the confidentiality, non-compete, non-solicitation, and anti-reverse-engineering provisions of the TMA); (4) tortious interference with business relationships; and (5) unjust enrichment;

F. TRO and Preliminary Injunction. On March 4, 2024, the Court granted CPS's Motion for a Temporary Restraining Order, and on April 18, 2024, following an evidentiary hearing, the Court converted the Temporary Restraining Order into a Preliminary Injunction. The Preliminary Injunction restrained Harlow, its officers, agents, servants, employees, and all persons acting in concert or participation with Harlow from manufacturing, marketing, distributing, or selling ShieldCoat Pro 900 or any product derived from or substantially similar to CPS-BC-1147, and further ordered the preservation of all documents, electronic data, samples, and materials relating to ShieldCoat Pro 900, CPS-BC-1147, and CPS Concentrate A;

G. Denials. The Harlow Parties deny all allegations of wrongdoing and liability asserted by CPS in the Action and otherwise, and contend that ShieldCoat Pro 900 was independently developed by Harlow's technical staff without reference to, reliance upon, or use of any CPS Confidential Information, CPS Concentrate A, or any analytical data obtained from Archer Material Sciences Inc. Nothing in this Agreement shall be construed as an admission of liability, wrongdoing, or fault by any Harlow Party, and the Harlow Parties expressly reserve and preserve their denial of all such allegations;

H. Mediation. On August 14, 2024, the Parties participated in a full-day mediation session before the Honorable Franklin DeLuca (ret.) of Ashford Dispute Resolution Services LLC, Cincinnati, Ohio, during which the Parties, through their respective counsel, engaged in good-faith negotiations that resulted in the material terms reflected in this Agreement;

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 to achieve a final resolution that each Party, in its or his independent judgment and upon the advice of counsel, considers to be in its or his best interest; and

J. Counsel. CPS is represented by Calderwood & Harkness LLP. Harlow, Norris, and Fielding are represented by Voss Gentry & Whitaker LLP. Each Party acknowledges that it or he has been fully advised by its or his own legal counsel with respect to the terms, conditions, and legal consequences of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth 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

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 District Court for the Southern District of Ohio, Eastern Division, before the Honorable Judge Patricia Langford.

1.2 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the direct or indirect ownership of more than fifty percent (50%) of the voting securities or equity interests of an entity, or the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

1.3 "Agreement" means this Settlement Agreement and Mutual Release, including all exhibits and schedules attached hereto or incorporated herein by reference, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.

1.4 "CPS Confidential Information" means all proprietary, confidential, and trade secret information of CPS, including without limitation the CPS-BC-1147 formulation in its entirety (all fourteen (14) constituents, their proprietary ratios, the order-of-addition protocol, processing temperatures, shear rates, mixing durations, pH control sequences, and all other processing parameters), the composition of CPS Concentrate A (including the identity, proportions, and sourcing information of its five (5) constituent components), batch production records, analytical test results, process parameter logs, quality control records, laboratory notebooks, customer lists, pricing information, supplier information, and all related technical data, specifications, drawings, reports, analyses, and documentation, in any form or medium, whether tangible or intangible, written or electronic, that was disclosed to or obtained by any Harlow Party in connection with or arising out of the TMA or otherwise.

1.5 "CPS-BC-1147" means the proprietary water-based, high-performance barrier coating formulation developed by CPS and designated internally by CPS as CPS-BC-1147, comprising fourteen (14) distinct chemical constituents combined in proprietary ratios, employing a specific order-of-addition protocol and defined processing parameters.

1.6 "CPS Concentrate A" means the pre-blended concentrate containing five (5) of the fourteen (14) proprietary constituent components of CPS-BC-1147, which was supplied by CPS to Harlow under the TMA for use in the blending and packaging of CPS-BC-1147.

1.7 "CPS Current Customers" means all customers of CPS as of the Effective Date, including without limitation Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC, as more particularly identified and set forth on Exhibit A attached hereto and incorporated herein by reference.

1.8 "Effective Date" means September 12, 2024, the date upon which the last of the Parties shall have executed and delivered this Agreement.

1.9 "Harlow Parties" means, collectively, Harlow Chemical Supply Inc., Gerald W. Norris, and Kenneth Fielding.

1.10 "Payment Amount" means Nine Million Seven Hundred Fifty Thousand Dollars ($9,750,000.00) in lawful currency of the United States of America.

1.11 "Released Claims" shall have the meaning set forth in Article V of this Agreement.

1.12 "Settlement Payment Deadline" means the date that is fourteen (14) business days after the Effective Date.

1.13 "ShieldCoat Pro 900" means the barrier coating product manufactured and/or marketed by Harlow under the name "ShieldCoat Pro 900" or any substantially similar designation, trade name, or product identifier.

1.14 "TMA" means the Toll Manufacturing Agreement dated March 15, 2017, by and between CPS and Harlow, as the same may have been amended, modified, or supplemented prior to its termination effective January 31, 2023.

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 by Calderwood & Harkness LLP on behalf of CPS. The Payment Amount shall be paid in full, without setoff, deduction, or counterclaim of any kind, no later than the Settlement Payment Deadline, which is fourteen (14) business days after the Effective Date of September 12, 2024. For purposes of this Agreement, "business days" shall mean days other than Saturdays, Sundays, and federal holidays observed in the State of Ohio.

2.2 Method of Payment. Payment of the Payment Amount shall be made exclusively by federal wire transfer of immediately available funds to the trust account of Calderwood & Harkness LLP, or to such other account as CPS may designate in a written notice delivered to Harlow and its counsel in accordance with Section 11.8 of this Agreement not less than five (5) business days prior to the Settlement Payment Deadline. CPS shall bear any costs or fees imposed by its receiving bank; Harlow shall bear any costs or fees imposed by its transmitting bank.

2.3 Tax Treatment. The Parties acknowledge and agree that neither CPS nor the Harlow Parties make any representation or warranty regarding the tax treatment or tax consequences of the Settlement Payment or any other aspect of this Agreement. Each Party shall be solely responsible for its or his own tax obligations arising from or related to the Settlement Payment, this Agreement, or the settlement of the Action, including without limitation any federal, state, or local income taxes, employment taxes, or other taxes or assessments. Harlow shall issue an IRS Form 1099 to CPS with respect to the Payment Amount to the extent required by applicable provisions of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. For purposes of such reporting, CPS's Employer Identification Number (EIN) is 31-4827193, and Harlow's Employer Identification Number (EIN) is 35-2918467.

2.4 Late Payment. If Harlow fails to remit the full Payment Amount to CPS by the Settlement Payment Deadline, interest shall accrue on the unpaid balance at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), compounded monthly, or the maximum rate permitted by applicable law, whichever is less, from the day following the Settlement Payment Deadline until the date of actual receipt by CPS of the full Payment Amount. In addition, in the event of any late payment or failure to pay, CPS shall be entitled to recover from Harlow its reasonable attorneys' fees, costs, and expenses incurred in collecting the Settlement Payment, including without limitation fees and costs incurred in any enforcement action. The remedies set forth in this Section 2.4 shall be cumulative and shall not limit any other remedies available to CPS under this Agreement or at law or in equity.

2.5 Sole Monetary Obligation. The Payment Amount represents the total and complete monetary obligation of the Harlow Parties to CPS under this Agreement. Upon receipt by CPS of the full Payment Amount, the monetary obligations of the Harlow Parties under this Agreement shall be satisfied in full, and the Payment Amount shall constitute full and final satisfaction of any and all monetary claims asserted or that could have been asserted by CPS against the Harlow Parties in the Action or otherwise arising out of or relating to the matters described in the Recitals. Nothing in this Section 2.5 shall limit or affect the Harlow Parties' non-monetary obligations under this Agreement, including without limitation the obligations set forth in Articles III, IV, VI, and VIII.

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, processing, packaging, marketing, advertising, promoting, selling, offering for sale, distributing, licensing, sublicensing, or otherwise commercializing ShieldCoat Pro 900 or any coating, formulation, compound, or product derived from, based upon, incorporating, or substantially similar to CPS-BC-1147, CPS Concentrate A, or any CPS Confidential Information, in whole or in part, anywhere in the world;

(b) using, disclosing, disseminating, publishing, transmitting, communicating, or otherwise exploiting any CPS Confidential Information, including without limitation the CPS-BC-1147 formulation (all fourteen (14) constituents, their proprietary ratios, the order-of-addition protocol, processing temperatures, shear rates, mixing durations, pH control parameters, and all other processing parameters and specifications), the composition of CPS Concentrate A, and all batch production records, analytical test results, reports, process parameter logs, laboratory notebooks, quality control records, and any and all related technical data, regardless of the form or medium in which such information is stored, recorded, or maintained; and

(c) assisting, aiding, abetting, encouraging, directing, inducing, or conspiring with any third party in doing any of the acts or things prohibited by clauses (a) or (b) of this Section 3.1, including without limitation by providing technical assistance, consulting services, or formulation guidance to any third party based upon or derived from any CPS Confidential Information.

3.2 Consent to Injunction. The Harlow Parties hereby consent to the entry of a permanent injunction in the Action on the terms set forth in Section 3.1 of this Agreement, in the event that CPS elects to seek such entry. CPS expressly reserves the right, in its sole discretion, to seek entry of a consent injunction order by the Court in Case No. 2:24-cv-00891, United States District Court for the Southern District of Ohio, Eastern Division, and the Harlow Parties agree not to oppose or contest any such application. In the event that CPS submits a proposed consent injunction order to the Court, the Harlow Parties shall cooperate fully with CPS in obtaining entry of such order, including by executing any stipulations, declarations, or other papers reasonably requested by CPS or required by the Court.

3.3 Scope and Duration. The injunctive relief set forth in this Article III is worldwide in geographic scope and perpetual in duration, and shall not be subject to any temporal limitation. The provisions of this Article III shall survive the execution and delivery of this Agreement, the payment of the Settlement Payment, the dismissal of the Action, and any termination or expiration of any other provision of this Agreement. The Parties acknowledge and agree that the injunctive relief set forth herein is reasonable and necessary to protect CPS's trade secrets and proprietary information, and that money damages alone would not provide an adequate remedy for any breach of this Article III.

3.4 Remedies for Violation. In addition to any other remedies available at law or in equity, including contempt proceedings in the Action (to the extent the Court retains jurisdiction), in the event of any actual or threatened violation of this Article III, CPS shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, specific performance, and recovery of its reasonable attorneys' fees, costs, and expenses incurred in enforcing the provisions of this Article III. The Harlow Parties acknowledge and agree that any violation of this Article III would cause irreparable harm to CPS for which monetary damages would be inadequate, and that CPS shall not be required to post a bond or other security as a condition to obtaining any such injunctive relief.

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 production records, analytical test results, process parameter logs, laboratory notebooks, quality control records, customer correspondence, pricing documents, supplier information, and any other materials containing, reflecting, embodying, or derived from CPS-BC-1147, CPS Concentrate A, or any component, element, or derivative thereof, in any form or medium whatsoever (including paper, electronic, digital, photographic, or any other tangible or intangible medium). Such return shall be made by delivering all such materials to CPS's counsel, Calderwood & Harkness LLP, at an address to be designated by Calderwood & Harkness LLP, by overnight courier with tracking and signature confirmation, at Harlow's expense;

(b) Destruction of Non-Returnable Materials. Permanently and irretrievably destroy all copies, reproductions, extracts, summaries, abstracts, notes, analyses, compilations, or derivatives of any CPS Confidential Information that cannot reasonably be returned in their original form, including without limitation any electronic data, files, databases, spreadsheets, emails, text messages, digital images, or other electronically stored information containing or reflecting CPS Confidential Information. Without limiting the generality of the foregoing, the Harlow Parties shall permanently and irretrievably destroy any and all data, analyses, reports, spectra, chromatograms, or records obtained from, generated by, or relating to the compositional analysis performed by Archer Material Sciences Inc. of Indianapolis, Indiana, in or about September 2022, including any materials received from Archer, any internal summaries or memoranda prepared in connection therewith, and any reformulation efforts, experimental batches, or product development records created in reliance upon or with reference to such analytical data. Such destruction shall be accomplished using industry-standard methods of data sanitization and media destruction, including but not limited to overwriting, degaussing, or physical destruction of storage media, as appropriate; and

(c) Third-Party Materials. Use commercially reasonable efforts to cause Archer Material Sciences Inc. of Indianapolis, Indiana, to return to CPS or permanently destroy any and all CPS Confidential Information, analytical results, reports, spectra, chromatograms, raw data, or other materials in Archer's possession, custody, or control relating to CPS Concentrate A or any component thereof. Such commercially reasonable efforts shall include, at a minimum, written demand upon Archer (with a copy to CPS's counsel) within ten (10) calendar days of the Effective Date, and follow-up communication and coordination with Archer to confirm compliance. The Harlow Parties shall promptly provide CPS with copies of all correspondence with Archer relating to the obligations set forth in this Section 4.1(c).

4.2 Certification of Destruction. Within five (5) business days following the completion of the return and destruction required by Section 4.1, each of the following persons shall execute and deliver to CPS's counsel, Calderwood & Harkness LLP, a sworn certification, substantially in the form attached hereto as Exhibit B, attesting under oath to the following:

(a) Gerald W. Norris, in his capacity as CEO of Harlow Chemical Supply Inc. and on behalf of Harlow, and individually on his own behalf;

(b) Kenneth Fielding, individually on his own behalf.

Each such certification shall attest under oath that: (i) all CPS Confidential Information in the certifying party's possession, custody, or control has been returned to CPS or permanently destroyed in accordance with this Article IV; (ii) no copies, reproductions, extracts, summaries, notes, analyses, compilations, or derivatives of any CPS Confidential Information have been retained by such certifying party or, to such certifying party's knowledge, by any employee, agent, contractor, or representative of Harlow; and (iii) no CPS Confidential Information has been disclosed to any third party other than as previously identified in the course of discovery or other proceedings in the Action. Each such certification shall be executed under penalty of perjury and shall be notarized by a duly commissioned notary public.

4.3 Survival. The obligations of this Article IV, and the representations and certifications required hereunder, shall survive the execution and delivery of this Agreement, the payment of the Settlement Payment, and the dismissal of the Action, and shall remain in full force and effect in perpetuity.

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 discharges the Harlow Parties and each of their respective Affiliates, officers, directors, shareholders, employees, agents, heirs, executors, administrators, personal representatives, predecessors, successors, and assigns (collectively, the "Harlow Released Parties") from any and all claims, demands, causes of action, suits, actions, proceedings, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, liabilities, obligations, losses, costs, expenses, and attorneys' fees, of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, asserted or unasserted, matured or unmatured, contingent or non-contingent, accrued or unaccrued, liquidated or unliquidated, at law, in equity, or otherwise, that the CPS Releasing Parties ever had, now have, or may hereafter have against the Harlow Released Parties arising out of, relating to, or in connection with the TMA, CPS-BC-1147, CPS Concentrate A, ShieldCoat Pro 900, the allegations, claims, defenses, and counterclaims asserted or that could have been asserted in the Action, and all related matters and transactions (collectively, the "Released Claims").

5.2 Release by Harlow Parties. Effective upon the execution and delivery of this Agreement, the Harlow Parties, on behalf of themselves and their respective Affiliates, officers, directors, shareholders, employees, agents, heirs, executors, administrators, personal representatives, predecessors, successors, and assigns (collectively, the "Harlow Releasing Parties"), hereby irrevocably and unconditionally release, acquit, and forever discharge CPS and its Affiliates, members, managers, officers, employees, agents, attorneys, representatives, predecessors, successors, and assigns (collectively, the "CPS Released Parties") from any and all claims, demands, causes of action, suits, actions, proceedings, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, liabilities, obligations, losses, costs, expenses, and attorneys' fees, of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, asserted or unasserted, matured or unmatured, contingent or non-contingent, accrued or unaccrued, liquidated or unliquidated, at law, in equity, or otherwise, that the Harlow Releasing Parties ever had, now have, or may hereafter have against the CPS Released Parties arising out of, relating to, or in connection with the TMA, CPS-BC-1147, CPS Concentrate A, ShieldCoat Pro 900, the allegations, claims, defenses, and counterclaims asserted or that could have been asserted in the Action, and all related matters and transactions.

5.3 Carve-Out for Breach of This Agreement. Notwithstanding anything to the contrary in Sections 5.1 and 5.2, the Released Claims shall not include, and neither the CPS Releasing Parties nor the Harlow Releasing Parties shall be deemed to have released, any claim, right, or remedy for breach of this Agreement or any obligation, covenant, representation, warranty, or undertaking arising under or created by this Agreement. Each Party expressly reserves all rights and remedies available at law and in equity for the enforcement of this Agreement, including without limitation the right to seek specific performance, injunctive relief, and damages.

5.4 Waiver of Unknown Claims. Each Party acknowledges and agrees that it or he may discover facts, claims, or legal theories in addition to or different from those that it or he now knows or believes to be true with respect to the Released Claims, and each Party expressly agrees that this release shall be and remain effective in all respects notwithstanding the subsequent discovery of such additional or different facts, claims, or legal theories. Each Party hereby waives, to the fullest extent permitted by applicable law, any and all rights it or he may have under any statute, regulation, or common-law principle that would otherwise limit a release to those claims actually known or suspected to exist at the time of execution of the release. Without limiting the generality of the foregoing, each Party expressly acknowledges that this waiver is knowingly and voluntarily made and is an essential term of this Agreement.

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 of any other person or entity, solicit, contact, call upon, market to, sell to, supply to, bid for the business of, or otherwise attempt to transact business with any CPS Current Customer (as defined in Section 1.7 and as identified and listed on Exhibit A attached hereto) with respect to any barrier coating, laminate, packaging substrate, or any product that is the same as, substantially similar to, or competitive with any product manufactured, formulated, marketed, or sold by CPS as of the Effective Date, without the prior written consent of CPS.

6.2 Scope of Covenant. The non-solicitation covenant set forth in Section 6.1 applies to all CPS Current Customers as of the Effective Date, as identified on Exhibit A. CPS shall deliver Exhibit A (the list of CPS Current Customers) to the Harlow Parties concurrently with the execution of this Agreement. The Parties acknowledge that the list of CPS Current Customers set forth on Exhibit A is not intended to be exhaustive and that CPS reserves the right to supplement Exhibit A within thirty (30) days of the Effective Date to include any additional customers inadvertently omitted, provided that any such supplement shall be subject to the reasonable good-faith objection of the Harlow Parties. For the avoidance of doubt, nothing in this Article VI shall restrict the Harlow Parties from selling products that are not barrier coatings, laminates, or packaging substrates (or products substantially similar thereto) to any CPS Current Customer, or from responding to unsolicited inquiries from CPS Current Customers with respect to products other than barrier coatings, laminates, and packaging substrates.

6.3 Reasonableness. The Parties acknowledge and agree that the duration, geographic scope, and subject matter scope of the non-solicitation covenant set forth in this Article VI are reasonable and necessary to protect CPS's legitimate business interests, including its trade secrets, proprietary formulations, customer relationships, and goodwill. The Harlow Parties acknowledge that they have received independent legal advice regarding the enforceability and reasonableness of this covenant.

6.4 Remedies. The Parties acknowledge and agree that any breach or threatened breach of this Article VI would cause irreparable harm to CPS for which monetary damages alone would not provide an adequate remedy. Accordingly, in addition to any other remedies available at law or in equity, in the event of any actual or threatened breach of this Article VI, CPS shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, specific performance, and an equitable accounting of all profits earned by the Harlow Parties in connection with any such breach, as well as recovery of its reasonable attorneys' fees, costs, and expenses incurred in enforcing the provisions of this Article VI. The Harlow Parties agree that CPS shall not be required to post a bond or other security as a condition to obtaining any such injunctive relief, to the fullest extent permitted by applicable law.

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 return and destruction of materials, or any other term or provision hereof, shall be deemed, construed, or interpreted as an admission of liability, wrongdoing, fault, or the merit or lack of merit of any claim or defense by any Party, and specifically not by the Harlow Parties. The Harlow Parties expressly deny all allegations of wrongdoing and liability asserted by CPS in the Action and otherwise, and enter into this Agreement solely to resolve the disputes between the Parties and to avoid the continued costs and burdens of litigation.

7.2 Inadmissibility. This Agreement and the Settlement Payment shall not be offered or received in evidence in any legal, administrative, regulatory, or other proceeding as an admission, concession, or evidence of liability, wrongdoing, or fault on the part of any Party, except as may be necessary to enforce the terms of this Agreement or to support a defense of res judicata, collateral estoppel, release, or other similar defense. The provisions of Federal Rule of Evidence 408 and any analogous state evidentiary rule shall apply to this Agreement and all negotiations and communications leading to its execution.

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 any third party, except as expressly permitted by Section 8.2 of this Agreement. Each Party shall instruct its respective officers, directors, employees, agents, and representatives who become aware of the terms of this Agreement to maintain the confidentiality of such terms in accordance with this Article VIII.

8.2 Permitted Disclosures. Notwithstanding Section 8.1, a Party may disclose the existence and/or terms of this Agreement under the following circumstances:

(a) Financial and Tax Advisors. To its auditors, accountants, financial advisors, and tax advisors, to the extent reasonably necessary for financial reporting, audit, and tax compliance purposes, provided that such recipients are informed of the confidential nature of the information and agree to maintain its confidentiality;

(b) Legal Compulsion. As required by applicable law, regulation, governmental order, court order, or subpoena, provided that the disclosing Party gives the other Parties prompt written notice (to the extent legally permissible and practicable) of such requirement prior to making any such disclosure and cooperates reasonably with the other Parties in seeking a protective order, confidentiality agreement, or other appropriate remedy to limit the scope and dissemination of any such disclosure;

(c) Legal Counsel. To its legal counsel in connection with the enforcement, interpretation, or defense of this Agreement, or in connection with legal proceedings arising out of or relating to this Agreement;

(d) Insurance Carriers. To its insurance carriers and their agents and representatives, to the extent reasonably necessary in connection with any applicable insurance policy, coverage determination, or claim for coverage, provided that such recipients are informed of the confidential nature of the information;

(e) CPS's Equity Sponsor and Lender. In the case of CPS, to Ridgepoint Capital Partners LP (CPS's equity sponsor), its officers, directors, partners, members, employees, and advisors, and to Keystone Commerce Bank (CPS's senior secured lender) and its officers, employees, agents, and representatives, in each case to the extent reasonably necessary for business, financial reporting, and compliance purposes, and in each case subject to obligations of confidentiality at least as restrictive as those set forth in this Article VIII; and

(f) Successors and Acquirors. In the case of Harlow, to any bona fide successor-in-interest or prospective acquiror of Harlow or substantially all of its assets, in connection with a potential acquisition, merger, or similar transaction, provided that any such disclosure is made subject to a written confidentiality agreement containing restrictions no less restrictive than those set forth in this Article VIII and that Harlow provides CPS with prior written notice (which may be general in nature and need not identify the prospective acquiror) of its intent to make such disclosure at least ten (10) business days before any such disclosure is made.

8.3 Breach of Confidentiality. Any breach of this Article VIII shall constitute a material breach of this Agreement and shall entitle the non-breaching Party or Parties to all available remedies, including without limitation injunctive relief, specific performance, and damages (including consequential damages to the extent proximately caused by such breach). The Parties acknowledge and agree that any unauthorized disclosure of the terms of this Agreement would cause irreparable harm for which monetary damages alone would not provide an adequate remedy.

8.4 Public Statements. In the event that any Party receives an inquiry from a member of the media, an industry publication, or any other third party regarding the Action or its resolution, such Party shall limit its response to a statement substantially as follows: "The matter has been resolved to the satisfaction of all parties." No Party shall make any public statement that is inconsistent with the foregoing or that disparages any other Party in connection with the Action, the TMA, or the subject matter of this Agreement.

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 District Court for the Southern District of Ohio, Eastern Division, stipulating to the dismissal with prejudice of all claims, counterclaims, and cross-claims asserted in the Action, each Party to bear its own costs and attorneys' fees except as otherwise expressly provided in this Agreement. Counsel for CPS shall be responsible for filing the executed Stipulation and Order of Dismissal with the Court.

9.2 Form of Stipulation. The form of the Stipulation and Order of Dismissal with Prejudice shall be substantially as set forth in Exhibit C attached hereto and incorporated herein by reference. Each Party agrees to execute the Stipulation and Order of Dismissal substantially in the form of Exhibit C, and to take all steps reasonably necessary to obtain entry of such order by the Court.

9.3 Retention of Jurisdiction. The Parties agree and consent that the United States District Court for the Southern District of Ohio, Eastern Division, shall retain jurisdiction over the Parties and the subject matter of this Agreement to enforce the terms of this Agreement, including without limitation the permanent injunctive relief provisions set forth in Article III, the return and destruction obligations set forth in Article IV, the non-solicitation covenant set forth in Article VI, and the confidentiality provisions set forth in Article VIII. The Stipulation and Order of Dismissal shall expressly provide for such retention of jurisdiction.

9.4 Dissolution of Preliminary Injunction. Upon entry of the Stipulation and Order of Dismissal and, if applicable, a consent permanent injunction order reflecting the terms of Article III, the Preliminary Injunction entered on April 18, 2024 shall be superseded by the permanent injunctive relief set forth in Article III and any consent permanent injunction order entered by the Court.

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 such Party, enforceable in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity; and (c) the execution, delivery, and performance of this Agreement by such Party does not and will not violate, conflict with, or result in a breach of any provision of any law, statute, regulation, order, judgment, decree, charter, bylaws, operating agreement, or any other agreement, instrument, or contractual obligation to which such Party is a party or by which such Party is bound.

10.2 No Assignment of Claims. Each Party represents and warrants to the other Parties that it or he has not assigned, transferred, conveyed, pledged, hypothecated, or otherwise disposed of any of the Released Claims, or any interest therein, to any other person or entity, and that no other person or entity has any interest in the Released Claims by reason of any action or omission of such Party.

10.3 Norris's Authority. Norris represents and warrants to CPS that he is the sole shareholder of Harlow Chemical Supply Inc. and has full and unrestricted authority to bind Harlow to this Agreement. Norris further represents and warrants that no consent, approval, authorization, or other action by any other shareholder, director, officer, or other person or entity is required for the valid execution and delivery of this Agreement on behalf of Harlow, or for the performance by Harlow of its obligations hereunder, including without limitation the payment of the Settlement Payment.

10.4 Corporate Authorization — Harlow. Harlow represents and warrants to CPS that the execution and delivery of this Agreement and the payment of the Settlement Payment have been duly and validly authorized by all necessary corporate action of Harlow, including without limitation any required action by Harlow's board of directors and sole shareholder. Harlow further represents and warrants that it has sufficient funds or access to funds to satisfy its obligation to pay the Payment Amount by the Settlement Payment Deadline, and that there are no pending or threatened proceedings, whether in bankruptcy, receivership, or otherwise, that would materially impair Harlow's ability to perform its obligations under this Agreement.

10.5 CPS Authorization. CPS represents and warrants to the Harlow Parties that the execution and delivery of this Agreement has been duly and validly authorized by all necessary company action of CPS, including without limitation any required approval of CPS's members, managers, and Ridgepoint Capital Partners LP in its capacity as the equity sponsor of CPS, to the extent that such approval is required under CPS's operating agreement or other governing documents.

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 oral or written, with respect to such subject matter. No Party has relied upon any statement, representation, or warranty of any other Party that is not expressly set forth in this Agreement. The TMA shall remain in effect only to the extent that its provisions are expressly incorporated into, referenced by, or consistent with this Agreement; to the extent of any conflict between the TMA and this Agreement, the terms of this Agreement shall control and govern.

11.2 Amendments. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument that expressly references this Agreement and is duly executed by all Parties. No oral amendment, modification, or waiver shall be effective for any purpose.

11.3 Waiver. No waiver of any provision of this Agreement, or of any right or remedy arising hereunder, shall be effective unless set forth in a written instrument signed by the Party or Parties to be bound thereby. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

11.4 Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the application of such provision to any other person, entity, or circumstance, and the remaining provisions of this Agreement shall remain in full force and effect and shall be enforceable to the fullest extent permitted by law. In the event that any provision is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to agree upon a valid and enforceable replacement provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid, illegal, or unenforceable provision.

11.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice-of-law or conflict-of-laws rules, principles, or provisions (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Ohio.

11.6 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the United States District Court for the Southern District of Ohio, Eastern Division, for any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement, including without limitation any action to enforce the terms of this Agreement. Each Party hereby irrevocably waives any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in such court, and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.

11.7 Attorneys' Fees. In any action, suit, or proceeding to enforce this Agreement, or to obtain any remedy for breach of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, costs, and expenses, including without limitation fees and expenses incurred at trial and on appeal. For purposes of this Section 11.7, the "prevailing Party" shall mean the Party that substantially prevails on the merits of the principal issues in dispute.

11.8 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and effective: (a) when delivered personally; (b) on the business day following deposit with a nationally recognized overnight courier service for next-business-day delivery, with written verification of receipt; or (c) on the third (3rd) business day following deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid, in each case addressed to the applicable Party at the address set forth below or at such other address as such Party may designate by written notice to the other Parties in accordance with this Section 11.8:

If to CPS:

Rachel Sung, General Counsel Crestline Packaging Solutions LLC 4800 Scioto Industrial Parkway Columbus, OH 43228

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

Catherine Bloom, Partner Calderwood & Harkness LLP 201 East Fifth Street, Suite 3400 Cincinnati, OH 45202

If to Harlow, Norris, or Fielding:

Gerald W. Norris, CEO Harlow Chemical Supply Inc. 1120 Commerce Boulevard Terre Haute, IN 47802

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

Brian Whitaker, Partner Voss Gentry & Whitaker LLP 300 North Meridian Street, Suite 2500 Indianapolis, IN 46204

11.9 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns. No Party may assign, delegate, or otherwise transfer any of its or his rights, interests, or obligations under this Agreement to any other person or entity without the prior written consent of the other Parties, except that CPS may assign its rights, interests, and obligations under this Agreement to any Affiliate or to any successor-in-interest to CPS or substantially all of its assets (whether by merger, consolidation, acquisition, or otherwise) without the prior consent of the Harlow Parties.

11.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be deemed execution and delivery of an original counterpart and shall have the same legal force and effect as delivery of an original manually executed counterpart.

11.11 Construction. This Agreement has been negotiated at arm's length by the Parties, each of which has been represented by experienced legal counsel, and shall not be construed more strictly against any Party as the drafter or preparer hereof. The Parties acknowledge that this Agreement was initially drafted by Calderwood & Harkness LLP on behalf of CPS and was thereafter negotiated and revised through extensive discussions between Calderwood & Harkness LLP and Voss Gentry & Whitaker LLP on behalf of the Harlow Parties. All Parties have had a full and fair opportunity to review, comment upon, and negotiate the terms of this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party.

11.12 Headings. The section and article headings contained in this Agreement are for reference and convenience only and shall not affect in any way the meaning, interpretation, or construction of this Agreement.

11.13 Further Assurances. Each Party agrees to execute and deliver such further documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably necessary or desirable to carry out the provisions and purposes of this Agreement and to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, each Party shall cooperate in good faith with the other Parties in connection with any proceedings before the Court in the Action, including the filing of the Stipulation and Order of Dismissal and any application for entry of a consent permanent injunction order.

11.14 No Third-Party Beneficiaries. Except as expressly set forth herein, this Agreement is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity that is not a Party hereto or a permitted successor or assign of a Party hereto. Nothing in this Agreement, express or implied, is intended to or shall create any third-party beneficiary rights in any person or entity.

11.15 Recitals Incorporated. The Recitals set forth above are incorporated into and made a part of this Agreement by this reference and are binding upon the Parties to the same extent as any other provision of this Agreement.

[Remainder of page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement and Mutual Release as of the date first set forth above.

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: David Kessler

Title: Chief Executive Officer

Date: September 12, 2024

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

HARLOW CHEMICAL SUPPLY INC.

By: ________

Name: Gerald W. Norris

Title: Chief Executive Officer

Date: September 12, 2024

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

GERALD W. NORRIS, Individually

________________________________________

Gerald W. Norris

Date: September 12, 2024

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

KENNETH FIELDING, Individually

________________________________________

Kenneth Fielding

Date: September 12, 2024

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

APPROVED AS TO FORM AND CONTENT

CALDERWOOD & HARKNESS LLP Counsel for Crestline Packaging Solutions LLC

By: ________

Name: Catherine Bloom

Title: Partner

Date: September 12, 2024

VOSS GENTRY & WHITAKER LLP Counsel for Harlow Chemical Supply Inc., Gerald W. Norris, and Kenneth Fielding

By: ________

Name: Brian Whitaker

Title: Partner

Date: September 12, 2024

EXHIBIT A

LIST OF CPS CURRENT CUSTOMERS

(Subject to the Non-Solicitation Covenant under Article VI)

The following is a list of CPS Current Customers as of the Effective Date, September 12, 2024, within the meaning of Section 1.7 and Article VI of the Settlement Agreement and Mutual Release dated September 12, 2024, by and among Crestline Packaging Solutions LLC, Harlow Chemical Supply Inc., Gerald W. Norris, and Kenneth Fielding (the "Agreement"). This list is intended to be illustrative and not exhaustive, and is subject to supplementation in accordance with Section 6.2 of the Agreement.

This Exhibit A is incorporated into and made a part of the Agreement. CPS reserves the right to supplement this list within thirty (30) days of the Effective Date in accordance with Section 6.2 of the Agreement.

EXHIBIT B

FORM OF SWORN CERTIFICATION OF DESTRUCTION

SWORN CERTIFICATION OF RETURN AND DESTRUCTION OF CPS CONFIDENTIAL INFORMATION

I, _______ [Full Legal Name], hereby declare and certify under penalty of perjury, pursuant to 28 U.S.C. § 1746, and under oath as follows:

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 in accordance with Article IV of the Agreement. Such CPS Confidential Information includes, without limitation, all materials relating to CPS-BC-1147 (including the formulation, all fourteen (14) constituents, proprietary ratios, order-of-addition protocols, and processing parameters), CPS Concentrate A (including its composition and constituent components), batch production records, analytical test results, process parameter logs, laboratory notebooks, quality control records, and all copies, reproductions, extracts, summaries, notes, analyses, compilations, and derivatives thereof, in any form or medium.

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 been made, in accordance with Section 4.1(c) of the Agreement, to cause Archer Material Sciences Inc. to return to CPS or destroy any CPS Confidential Information

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Execution Version
September 12, 2024
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PREAMBLE
This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of September 12, 2024 (the "Effective Date"), by and among:
(1) Crestline Packaging Solutions LLC, an Ohio limited liability company, with its principal place of business at 4800 Scioto Industrial Parkway, Columbus, OH 43228 (hereinafter referred to as "Crestline" or "CPS");
(2) Harlow Chemical Supply Inc., an Indiana corporation, with its principal place of business at 1120 Commerce Boulevard, Terre Haute, IN 47802 (hereinafter referred to as "Harlow" or "HCS");
(3) Gerald W. Norris, an individual residing in the State of Indiana, who serves as the Chief Executive Officer and is the sole shareholder of Harlow Chemical Supply Inc. (hereinafter referred to as "Norris"); and
(4) Kenneth Fielding, an individual residing in the State of Indiana, who serves as the Vice President of Technical Operations of Harlow Chemical Supply Inc. (hereinafter referred to as "Fielding").
CPS, Harlow, Norris, and Fielding are sometimes referred to herein collectively as the "Parties" and individually as a "Party." CPS, on the one hand, and Harlow, Norris, and Fielding, on the other hand, are sometimes referred to herein as the "CPS Parties" and the "Harlow Parties," respectively.
RECITALS
WHEREAS:
A. CPS Business and Trade Secrets. CPS is engaged in the manufacture of specialty barrier coatings, laminates, and packaging substrates for the food, pharmaceutical, and industrial packaging industries. Over the course of several years and at significant expense, CPS developed a proprietary water-based, high-performance barrier coating formulation designated internally as "CPS-BC-1147." CPS-BC-1147 comprises fourteen (14) distinct chemical constituents combined in proprietary ratios, employing a specific order-of-addition protocol and defined processing parameters, including but not limited to processing temperatures, shear rates, mixing durations, and pH control sequences. CPS claims that CPS-BC-1147, including its constituent composition, proportional ratios, order-of-addition protocol, and processing parameters, constitutes a trade secret under both federal and Ohio law, and that CPS has taken reasonable measures to maintain the secrecy of such information;
B. Toll Manufacturing Agreement. On March 15, 2017, CPS and Harlow entered into a Toll Manufacturing Agreement (the "TMA") pursuant to which Harlow agreed to blend and package CPS-BC-1147 at Harlow's manufacturing facility located in Terre Haute, Indiana. Under the terms of the TMA, CPS provided Harlow with a partial formulation disclosure covering nine (9) of the fourteen (14) constituents of CPS-BC-1147 and general proportional ranges sufficient for Harlow to perform its blending and packaging obligations, while CPS separately supplied the remaining five (5) proprietary additive components pre-blended as a single concentrate designated "CPS Concentrate A." The TMA contained, among other things: (i) a confidentiality and non-disclosure provision (Section 7 of the TMA); (ii) a prohibition on reverse engineering of CPS's formulations, concentrates, and proprietary materials (Section 8.2 of the TMA); (iii) a non-compete covenant restricting Harlow from manufacturing, formulating, or selling any barrier coating that is "substantially similar" to CPS-BC-1147 for a period of three (3) years following the termination or expiration of the TMA (Section 9.1 of the TMA); and (iv) a customer non-solicitation covenant restricting Harlow from soliciting or doing business with CPS's customers with respect to barrier coatings, laminates, or packaging substrates for a period coextensive with the non-compete period (Section 9.3 of the TMA);
C. Termination of TMA. CPS terminated the TMA effective January 31, 2023, pursuant to the termination provisions set forth in Section 12.2 of the TMA, following which Harlow's blending and packaging obligations under the TMA ceased;
D. CPS's Allegations. CPS alleges that, during the term of the TMA, Harlow, acting through and at the direction of Norris and Fielding, engaged in a deliberate scheme to reverse-engineer CPS Concentrate A in violation of Section 8.2 of the TMA, including by sending samples of CPS Concentrate A to a third-party analytical laboratory, Archer Material Sciences Inc. of Indianapolis, Indiana ("Archer"), for detailed compositional analysis in or about September 2022. CPS further alleges that, following the termination of the TMA, Harlow began manufacturing and marketing a barrier coating product under the name "ShieldCoat Pro 900" that is substantially identical to CPS-BC-1147 in formulation, performance characteristics, and intended applications, and that Harlow, Norris, and Fielding solicited and diverted business from CPS's established customers, including but not limited to Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC, in violation of the restrictive covenants set forth in the TMA and in violation of applicable federal and state law;
E. The Litigation. On February 26, 2024, CPS filed a Verified Complaint and a Motion for Temporary Restraining Order and Preliminary Injunction in the United States District Court for the Southern District of Ohio, Eastern Division, Case No. 2:24-cv-00891 (the "Action"), before the Honorable Judge Patricia Langford, asserting claims against Harlow, Norris, and Fielding for: (1) misappropriation of trade secrets under the Defend Trade Secrets Act, 18 U.S.C. §§ 1836–1839; (2) misappropriation of trade secrets under the Ohio Uniform Trade Secrets Act, Ohio Rev. Code §§ 1333.61–1333.69; (3) breach of contract (including breach of the confidentiality, non-compete, non-solicitation, and anti-reverse-engineering provisions of the TMA); (4) tortious interference with business relationships; and (5) unjust enrichment;
F. TRO and Preliminary Injunction. On March 4, 2024, the Court granted CPS's Motion for a Temporary Restraining Order, and on April 18, 2024, following an evidentiary hearing, the Court converted the Temporary Restraining Order into a Preliminary Injunction. The Preliminary Injunction restrained Harlow, its officers, agents, servants, employees, and all persons acting in concert or participation with Harlow from manufacturing, marketing, distributing, or selling ShieldCoat Pro 900 or any product derived from or substantially similar to CPS-BC-1147, and further ordered the preservation of all documents, electronic data, samples, and materials relating to ShieldCoat Pro 900, CPS-BC-1147, and CPS Concentrate A;
G. Denials. The Harlow Parties deny all allegations of wrongdoing and liability asserted by CPS in the Action and otherwise, and contend that ShieldCoat Pro 900 was independently developed by Harlow's technical staff without reference to, reliance upon, or use of any CPS Confidential Information, CPS Concentrate A, or any analytical data obtained from Archer Material Sciences Inc. Nothing in this Agreement shall be construed as an admission of liability, wrongdoing, or fault by any Harlow Party, and the Harlow Parties expressly reserve and preserve their denial of all such allegations;
H. Mediation. On August 14, 2024, the Parties participated in a full-day mediation session before the Honorable Franklin DeLuca (ret.) of Ashford Dispute Resolution Services LLC, Cincinnati, Ohio, during which the Parties, through their respective counsel, engaged in good-faith negotiations that resulted in the material terms reflected in this Agreement;
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 to achieve a final resolution that each Party, in its or his independent judgment and upon the advice of counsel, considers to be in its or his best interest; and
J. Counsel. CPS is represented by Calderwood & Harkness LLP. Harlow, Norris, and Fielding are represented by Voss Gentry & Whitaker LLP. Each Party acknowledges that it or he has been fully advised by its or his own legal counsel with respect to the terms, conditions, and legal consequences of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth 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
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 District Court for the Southern District of Ohio, Eastern Division, before the Honorable Judge Patricia Langford.
1.2 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the direct or indirect ownership of more than fifty percent (50%) of the voting securities or equity interests of an entity, or the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
1.3 "Agreement" means this Settlement Agreement and Mutual Release, including all exhibits and schedules attached hereto or incorporated herein by reference, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.
1.4 "CPS Confidential Information" means all proprietary, confidential, and trade secret information of CPS, including without limitation the CPS-BC-1147 formulation in its entirety (all fourteen (14) constituents, their proprietary ratios, the order-of-addition protocol, processing temperatures, shear rates, mixing durations, pH control sequences, and all other processing parameters), the composition of CPS Concentrate A (including the identity, proportions, and sourcing information of its five (5) constituent components), batch production records, analytical test results, process parameter logs, quality control records, laboratory notebooks, customer lists, pricing information, supplier information, and all related technical data, specifications, drawings, reports, analyses, and documentation, in any form or medium, whether tangible or intangible, written or electronic, that was disclosed to or obtained by any Harlow Party in connection with or arising out of the TMA or otherwise.
1.5 "CPS-BC-1147" means the proprietary water-based, high-performance barrier coating formulation developed by CPS and designated internally by CPS as CPS-BC-1147, comprising fourteen (14) distinct chemical constituents combined in proprietary ratios, employing a specific order-of-addition protocol and defined processing parameters.
1.6 "CPS Concentrate A" means the pre-blended concentrate containing five (5) of the fourteen (14) proprietary constituent components of CPS-BC-1147, which was supplied by CPS to Harlow under the TMA for use in the blending and packaging of CPS-BC-1147.
1.7 "CPS Current Customers" means all customers of CPS as of the Effective Date, including without limitation Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC, as more particularly identified and set forth on Exhibit A attached hereto and incorporated herein by reference.
1.8 "Effective Date" means September 12, 2024, the date upon which the last of the Parties shall have executed and delivered this Agreement.
1.9 "Harlow Parties" means, collectively, Harlow Chemical Supply Inc., Gerald W. Norris, and Kenneth Fielding.
1.10 "Payment Amount" means Nine Million Seven Hundred Fifty Thousand Dollars ($9,750,000.00) in lawful currency of the United States of America.
1.11 "Released Claims" shall have the meaning set forth in Article V of this Agreement.
1.12 "Settlement Payment Deadline" means the date that is fourteen (14) business days after the Effective Date.
1.13 "ShieldCoat Pro 900" means the barrier coating product manufactured and/or marketed by Harlow under the name "ShieldCoat Pro 900" or any substantially similar designation, trade name, or product identifier.
1.14 "TMA" means the Toll Manufacturing Agreement dated March 15, 2017, by and between CPS and Harlow, as the same may have been amended, modified, or supplemented prior to its termination effective January 31, 2023.
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 by Calderwood & Harkness LLP on behalf of CPS. The Payment Amount shall be paid in full, without setoff, deduction, or counterclaim of any kind, no later than the Settlement Payment Deadline, which is fourteen (14) business days after the Effective Date of September 12, 2024. For purposes of this Agreement, "business days" shall mean days other than Saturdays, Sundays, and federal holidays observed in the State of Ohio.
2.2 Method of Payment. Payment of the Payment Amount shall be made exclusively by federal wire transfer of immediately available funds to the trust account of Calderwood & Harkness LLP, or to such other account as CPS may designate in a written notice delivered to Harlow and its counsel in accordance with Section 11.8 of this Agreement not less than five (5) business days prior to the Settlement Payment Deadline. CPS shall bear any costs or fees imposed by its receiving bank; Harlow shall bear any costs or fees imposed by its transmitting bank.
2.3 Tax Treatment. The Parties acknowledge and agree that neither CPS nor the Harlow Parties make any representation or warranty regarding the tax treatment or tax consequences of the Settlement Payment or any other aspect of this Agreement. Each Party shall be solely responsible for its or his own tax obligations arising from or related to the Settlement Payment, this Agreement, or the settlement of the Action, including without limitation any federal, state, or local income taxes, employment taxes, or other taxes or assessments. Harlow shall issue an IRS Form 1099 to CPS with respect to the Payment Amount to the extent required by applicable provisions of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. For purposes of such reporting, CPS's Employer Identification Number (EIN) is 31-4827193, and Harlow's Employer Identification Number (EIN) is 35-2918467.
2.4 Late Payment. If Harlow fails to remit the full Payment Amount to CPS by the Settlement Payment Deadline, interest shall accrue on the unpaid balance at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), compounded monthly, or the maximum rate permitted by applicable law, whichever is less, from the day following the Settlement Payment Deadline until the date of actual receipt by CPS of the full Payment Amount. In addition, in the event of any late payment or failure to pay, CPS shall be entitled to recover from Harlow its reasonable attorneys' fees, costs, and expenses incurred in collecting the Settlement Payment, including without limitation fees and costs incurred in any enforcement action. The remedies set forth in this Section 2.4 shall be cumulative and shall not limit any other remedies available to CPS under this Agreement or at law or in equity.
2.5 Sole Monetary Obligation. The Payment Amount represents the total and complete monetary obligation of the Harlow Parties to CPS under this Agreement. Upon receipt by CPS of the full Payment Amount, the monetary obligations of the Harlow Parties under this Agreement shall be satisfied in full, and the Payment Amount shall constitute full and final satisfaction of any and all monetary claims asserted or that could have been asserted by CPS against the Harlow Parties in the Action or otherwise arising out of or relating to the matters described in the Recitals. Nothing in this Section 2.5 shall limit or affect the Harlow Parties' non-monetary obligations under this Agreement, including without limitation the obligations set forth in Articles III, IV, VI, and VIII.
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, processing, packaging, marketing, advertising, promoting, selling, offering for sale, distributing, licensing, sublicensing, or otherwise commercializing ShieldCoat Pro 900 or any coating, formulation, compound, or product derived from, based upon, incorporating, or substantially similar to CPS-BC-1147, CPS Concentrate A, or any CPS Confidential Information, in whole or in part, anywhere in the world;
(b) using, disclosing, disseminating, publishing, transmitting, communicating, or otherwise exploiting any CPS Confidential Information, including without limitation the CPS-BC-1147 formulation (all fourteen (14) constituents, their proprietary ratios, the order-of-addition protocol, processing temperatures, shear rates, mixing durations, pH control parameters, and all other processing parameters and specifications), the composition of CPS Concentrate A, and all batch production records, analytical test results, reports, process parameter logs, laboratory notebooks, quality control records, and any and all related technical data, regardless of the form or medium in which such information is stored, recorded, or maintained; and
(c) assisting, aiding, abetting, encouraging, directing, inducing, or conspiring with any third party in doing any of the acts or things prohibited by clauses (a) or (b) of this Section 3.1, including without limitation by providing technical assistance, consulting services, or formulation guidance to any third party based upon or derived from any CPS Confidential Information.
3.2 Consent to Injunction. The Harlow Parties hereby consent to the entry of a permanent injunction in the Action on the terms set forth in Section 3.1 of this Agreement, in the event that CPS elects to seek such entry. CPS expressly reserves the right, in its sole discretion, to seek entry of a consent injunction order by the Court in Case No. 2:24-cv-00891, United States District Court for the Southern District of Ohio, Eastern Division, and the Harlow Parties agree not to oppose or contest any such application. In the event that CPS submits a proposed consent injunction order to the Court, the Harlow Parties shall cooperate fully with CPS in obtaining entry of such order, including by executing any stipulations, declarations, or other papers reasonably requested by CPS or required by the Court.
3.3 Scope and Duration. The injunctive relief set forth in this Article III is worldwide in geographic scope and perpetual in duration, and shall not be subject to any temporal limitation. The provisions of this Article III shall survive the execution and delivery of this Agreement, the payment of the Settlement Payment, the dismissal of the Action, and any termination or expiration of any other provision of this Agreement. The Parties acknowledge and agree that the injunctive relief set forth herein is reasonable and necessary to protect CPS's trade secrets and proprietary information, and that money damages alone would not provide an adequate remedy for any breach of this Article III.
3.4 Remedies for Violation. In addition to any other remedies available at law or in equity, including contempt proceedings in the Action (to the extent the Court retains jurisdiction), in the event of any actual or threatened violation of this Article III, CPS shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, specific performance, and recovery of its reasonable attorneys' fees, costs, and expenses incurred in enforcing the provisions of this Article III. The Harlow Parties acknowledge and agree that any violation of this Article III would cause irreparable harm to CPS for which monetary damages would be inadequate, and that CPS shall not be required to post a bond or other security as a condition to obtaining any such injunctive relief.
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 production records, analytical test results, process parameter logs, laboratory notebooks, quality control records, customer correspondence, pricing documents, supplier information, and any other materials containing, reflecting, embodying, or derived from CPS-BC-1147, CPS Concentrate A, or any component, element, or derivative thereof, in any form or medium whatsoever (including paper, electronic, digital, photographic, or any other tangible or intangible medium). Such return shall be made by delivering all such materials to CPS's counsel, Calderwood & Harkness LLP, at an address to be designated by Calderwood & Harkness LLP, by overnight courier with tracking and signature confirmation, at Harlow's expense;
(b) Destruction of Non-Returnable Materials. Permanently and irretrievably destroy all copies, reproductions, extracts, summaries, abstracts, notes, analyses, compilations, or derivatives of any CPS Confidential Information that cannot reasonably be returned in their original form, including without limitation any electronic data, files, databases, spreadsheets, emails, text messages, digital images, or other electronically stored information containing or reflecting CPS Confidential Information. Without limiting the generality of the foregoing, the Harlow Parties shall permanently and irretrievably destroy any and all data, analyses, reports, spectra, chromatograms, or records obtained from, generated by, or relating to the compositional analysis performed by Archer Material Sciences Inc. of Indianapolis, Indiana, in or about September 2022, including any materials received from Archer, any internal summaries or memoranda prepared in connection therewith, and any reformulation efforts, experimental batches, or product development records created in reliance upon or with reference to such analytical data. Such destruction shall be accomplished using industry-standard methods of data sanitization and media destruction, including but not limited to overwriting, degaussing, or physical destruction of storage media, as appropriate; and
(c) Third-Party Materials. Use commercially reasonable efforts to cause Archer Material Sciences Inc. of Indianapolis, Indiana, to return to CPS or permanently destroy any and all CPS Confidential Information, analytical results, reports, spectra, chromatograms, raw data, or other materials in Archer's possession, custody, or control relating to CPS Concentrate A or any component thereof. Such commercially reasonable efforts shall include, at a minimum, written demand upon Archer (with a copy to CPS's counsel) within ten (10) calendar days of the Effective Date, and follow-up communication and coordination with Archer to confirm compliance. The Harlow Parties shall promptly provide CPS with copies of all correspondence with Archer relating to the obligations set forth in this Section 4.1(c).
4.2 Certification of Destruction. Within five (5) business days following the completion of the return and destruction required by Section 4.1, each of the following persons shall execute and deliver to CPS's counsel, Calderwood & Harkness LLP, a sworn certification, substantially in the form attached hereto as Exhibit B, attesting under oath to the following:
(a) Gerald W. Norris, in his capacity as CEO of Harlow Chemical Supply Inc. and on behalf of Harlow, and individually on his own behalf;
(b) Kenneth Fielding, individually on his own behalf.
Each such certification shall attest under oath that: (i) all CPS Confidential Information in the certifying party's possession, custody, or control has been returned to CPS or permanently destroyed in accordance with this Article IV; (ii) no copies, reproductions, extracts, summaries, notes, analyses, compilations, or derivatives of any CPS Confidential Information have been retained by such certifying party or, to such certifying party's knowledge, by any employee, agent, contractor, or representative of Harlow; and (iii) no CPS Confidential Information has been disclosed to any third party other than as previously identified in the course of discovery or other proceedings in the Action. Each such certification shall be executed under penalty of perjury and shall be notarized by a duly commissioned notary public.
4.3 Survival. The obligations of this Article IV, and the representations and certifications required hereunder, shall survive the execution and delivery of this Agreement, the payment of the Settlement Payment, and the dismissal of the Action, and shall remain in full force and effect in perpetuity.
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 discharges the Harlow Parties and each of their respective Affiliates, officers, directors, shareholders, employees, agents, heirs, executors, administrators, personal representatives, predecessors, successors, and assigns (collectively, the "Harlow Released Parties") from any and all claims, demands, causes of action, suits, actions, proceedings, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, liabilities, obligations, losses, costs, expenses, and attorneys' fees, of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, asserted or unasserted, matured or unmatured, contingent or non-contingent, accrued or unaccrued, liquidated or unliquidated, at law, in equity, or otherwise, that the CPS Releasing Parties ever had, now have, or may hereafter have against the Harlow Released Parties arising out of, relating to, or in connection with the TMA, CPS-BC-1147, CPS Concentrate A, ShieldCoat Pro 900, the allegations, claims, defenses, and counterclaims asserted or that could have been asserted in the Action, and all related matters and transactions (collectively, the "Released Claims").
5.2 Release by Harlow Parties. Effective upon the execution and delivery of this Agreement, the Harlow Parties, on behalf of themselves and their respective Affiliates, officers, directors, shareholders, employees, agents, heirs, executors, administrators, personal representatives, predecessors, successors, and assigns (collectively, the "Harlow Releasing Parties"), hereby irrevocably and unconditionally release, acquit, and forever discharge CPS and its Affiliates, members, managers, officers, employees, agents, attorneys, representatives, predecessors, successors, and assigns (collectively, the "CPS Released Parties") from any and all claims, demands, causes of action, suits, actions, proceedings, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, liabilities, obligations, losses, costs, expenses, and attorneys' fees, of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, asserted or unasserted, matured or unmatured, contingent or non-contingent, accrued or unaccrued, liquidated or unliquidated, at law, in equity, or otherwise, that the Harlow Releasing Parties ever had, now have, or may hereafter have against the CPS Released Parties arising out of, relating to, or in connection with the TMA, CPS-BC-1147, CPS Concentrate A, ShieldCoat Pro 900, the allegations, claims, defenses, and counterclaims asserted or that could have been asserted in the Action, and all related matters and transactions.
5.3 Carve-Out for Breach of This Agreement. Notwithstanding anything to the contrary in Sections 5.1 and 5.2, the Released Claims shall not include, and neither the CPS Releasing Parties nor the Harlow Releasing Parties shall be deemed to have released, any claim, right, or remedy for breach of this Agreement or any obligation, covenant, representation, warranty, or undertaking arising under or created by this Agreement. Each Party expressly reserves all rights and remedies available at law and in equity for the enforcement of this Agreement, including without limitation the right to seek specific performance, injunctive relief, and damages.
5.4 Waiver of Unknown Claims. Each Party acknowledges and agrees that it or he may discover facts, claims, or legal theories in addition to or different from those that it or he now knows or believes to be true with respect to the Released Claims, and each Party expressly agrees that this release shall be and remain effective in all respects notwithstanding the subsequent discovery of such additional or different facts, claims, or legal theories. Each Party hereby waives, to the fullest extent permitted by applicable law, any and all rights it or he may have under any statute, regulation, or common-law principle that would otherwise limit a release to those claims actually known or suspected to exist at the time of execution of the release. Without limiting the generality of the foregoing, each Party expressly acknowledges that this waiver is knowingly and voluntarily made and is an essential term of this Agreement.
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 of any other person or entity, solicit, contact, call upon, market to, sell to, supply to, bid for the business of, or otherwise attempt to transact business with any CPS Current Customer (as defined in Section 1.7 and as identified and listed on Exhibit A attached hereto) with respect to any barrier coating, laminate, packaging substrate, or any product that is the same as, substantially similar to, or competitive with any product manufactured, formulated, marketed, or sold by CPS as of the Effective Date, without the prior written consent of CPS.
6.2 Scope of Covenant. The non-solicitation covenant set forth in Section 6.1 applies to all CPS Current Customers as of the Effective Date, as identified on Exhibit A. CPS shall deliver Exhibit A (the list of CPS Current Customers) to the Harlow Parties concurrently with the execution of this Agreement. The Parties acknowledge that the list of CPS Current Customers set forth on Exhibit A is not intended to be exhaustive and that CPS reserves the right to supplement Exhibit A within thirty (30) days of the Effective Date to include any additional customers inadvertently omitted, provided that any such supplement shall be subject to the reasonable good-faith objection of the Harlow Parties. For the avoidance of doubt, nothing in this Article VI shall restrict the Harlow Parties from selling products that are not barrier coatings, laminates, or packaging substrates (or products substantially similar thereto) to any CPS Current Customer, or from responding to unsolicited inquiries from CPS Current Customers with respect to products other than barrier coatings, laminates, and packaging substrates.
6.3 Reasonableness. The Parties acknowledge and agree that the duration, geographic scope, and subject matter scope of the non-solicitation covenant set forth in this Article VI are reasonable and necessary to protect CPS's legitimate business interests, including its trade secrets, proprietary formulations, customer relationships, and goodwill. The Harlow Parties acknowledge that they have received independent legal advice regarding the enforceability and reasonableness of this covenant.
6.4 Remedies. The Parties acknowledge and agree that any breach or threatened breach of this Article VI would cause irreparable harm to CPS for which monetary damages alone would not provide an adequate remedy. Accordingly, in addition to any other remedies available at law or in equity, in the event of any actual or threatened breach of this Article VI, CPS shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, specific performance, and an equitable accounting of all profits earned by the Harlow Parties in connection with any such breach, as well as recovery of its reasonable attorneys' fees, costs, and expenses incurred in enforcing the provisions of this Article VI. The Harlow Parties agree that CPS shall not be required to post a bond or other security as a condition to obtaining any such injunctive relief, to the fullest extent permitted by applicable law.
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 return and destruction of materials, or any other term or provision hereof, shall be deemed, construed, or interpreted as an admission of liability, wrongdoing, fault, or the merit or lack of merit of any claim or defense by any Party, and specifically not by the Harlow Parties. The Harlow Parties expressly deny all allegations of wrongdoing and liability asserted by CPS in the Action and otherwise, and enter into this Agreement solely to resolve the disputes between the Parties and to avoid the continued costs and burdens of litigation.
7.2 Inadmissibility. This Agreement and the Settlement Payment shall not be offered or received in evidence in any legal, administrative, regulatory, or other proceeding as an admission, concession, or evidence of liability, wrongdoing, or fault on the part of any Party, except as may be necessary to enforce the terms of this Agreement or to support a defense of res judicata, collateral estoppel, release, or other similar defense. The provisions of Federal Rule of Evidence 408 and any analogous state evidentiary rule shall apply to this Agreement and all negotiations and communications leading to its execution.
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 any third party, except as expressly permitted by Section 8.2 of this Agreement. Each Party shall instruct its respective officers, directors, employees, agents, and representatives who become aware of the terms of this Agreement to maintain the confidentiality of such terms in accordance with this Article VIII.
8.2 Permitted Disclosures. Notwithstanding Section 8.1, a Party may disclose the existence and/or terms of this Agreement under the following circumstances:
(a) Financial and Tax Advisors. To its auditors, accountants, financial advisors, and tax advisors, to the extent reasonably necessary for financial reporting, audit, and tax compliance purposes, provided that such recipients are informed of the confidential nature of the information and agree to maintain its confidentiality;
(b) Legal Compulsion. As required by applicable law, regulation, governmental order, court order, or subpoena, provided that the disclosing Party gives the other Parties prompt written notice (to the extent legally permissible and practicable) of such requirement prior to making any such disclosure and cooperates reasonably with the other Parties in seeking a protective order, confidentiality agreement, or other appropriate remedy to limit the scope and dissemination of any such disclosure;
(c) Legal Counsel. To its legal counsel in connection with the enforcement, interpretation, or defense of this Agreement, or in connection with legal proceedings arising out of or relating to this Agreement;
(d) Insurance Carriers. To its insurance carriers and their agents and representatives, to the extent reasonably necessary in connection with any applicable insurance policy, coverage determination, or claim for coverage, provided that such recipients are informed of the confidential nature of the information;
(e) CPS's Equity Sponsor and Lender. In the case of CPS, to Ridgepoint Capital Partners LP (CPS's equity sponsor), its officers, directors, partners, members, employees, and advisors, and to Keystone Commerce Bank (CPS's senior secured lender) and its officers, employees, agents, and representatives, in each case to the extent reasonably necessary for business, financial reporting, and compliance purposes, and in each case subject to obligations of confidentiality at least as restrictive as those set forth in this Article VIII; and
(f) Successors and Acquirors. In the case of Harlow, to any bona fide successor-in-interest or prospective acquiror of Harlow or substantially all of its assets, in connection with a potential acquisition, merger, or similar transaction, provided that any such disclosure is made subject to a written confidentiality agreement containing restrictions no less restrictive than those set forth in this Article VIII and that Harlow provides CPS with prior written notice (which may be general in nature and need not identify the prospective acquiror) of its intent to make such disclosure at least ten (10) business days before any such disclosure is made.
8.3 Breach of Confidentiality. Any breach of this Article VIII shall constitute a material breach of this Agreement and shall entitle the non-breaching Party or Parties to all available remedies, including without limitation injunctive relief, specific performance, and damages (including consequential damages to the extent proximately caused by such breach). The Parties acknowledge and agree that any unauthorized disclosure of the terms of this Agreement would cause irreparable harm for which monetary damages alone would not provide an adequate remedy.
8.4 Public Statements. In the event that any Party receives an inquiry from a member of the media, an industry publication, or any other third party regarding the Action or its resolution, such Party shall limit its response to a statement substantially as follows: "The matter has been resolved to the satisfaction of all parties." No Party shall make any public statement that is inconsistent with the foregoing or that disparages any other Party in connection with the Action, the TMA, or the subject matter of this Agreement.
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 District Court for the Southern District of Ohio, Eastern Division, stipulating to the dismissal with prejudice of all claims, counterclaims, and cross-claims asserted in the Action, each Party to bear its own costs and attorneys' fees except as otherwise expressly provided in this Agreement. Counsel for CPS shall be responsible for filing the executed Stipulation and Order of Dismissal with the Court.
9.2 Form of Stipulation. The form of the Stipulation and Order of Dismissal with Prejudice shall be substantially as set forth in Exhibit C attached hereto and incorporated herein by reference. Each Party agrees to execute the Stipulation and Order of Dismissal substantially in the form of Exhibit C, and to take all steps reasonably necessary to obtain entry of such order by the Court.
9.3 Retention of Jurisdiction. The Parties agree and consent that the United States District Court for the Southern District of Ohio, Eastern Division, shall retain jurisdiction over the Parties and the subject matter of this Agreement to enforce the terms of this Agreement, including without limitation the permanent injunctive relief provisions set forth in Article III, the return and destruction obligations set forth in Article IV, the non-solicitation covenant set forth in Article VI, and the confidentiality provisions set forth in Article VIII. The Stipulation and Order of Dismissal shall expressly provide for such retention of jurisdiction.
9.4 Dissolution of Preliminary Injunction. Upon entry of the Stipulation and Order of Dismissal and, if applicable, a consent permanent injunction order reflecting the terms of Article III, the Preliminary Injunction entered on April 18, 2024 shall be superseded by the permanent injunctive relief set forth in Article III and any consent permanent injunction order entered by the Court.
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 such Party, enforceable in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity; and (c) the execution, delivery, and performance of this Agreement by such Party does not and will not violate, conflict with, or result in a breach of any provision of any law, statute, regulation, order, judgment, decree, charter, bylaws, operating agreement, or any other agreement, instrument, or contractual obligation to which such Party is a party or by which such Party is bound.
10.2 No Assignment of Claims. Each Party represents and warrants to the other Parties that it or he has not assigned, transferred, conveyed, pledged, hypothecated, or otherwise disposed of any of the Released Claims, or any interest therein, to any other person or entity, and that no other person or entity has any interest in the Released Claims by reason of any action or omission of such Party.
10.3 Norris's Authority. Norris represents and warrants to CPS that he is the sole shareholder of Harlow Chemical Supply Inc. and has full and unrestricted authority to bind Harlow to this Agreement. Norris further represents and warrants that no consent, approval, authorization, or other action by any other shareholder, director, officer, or other person or entity is required for the valid execution and delivery of this Agreement on behalf of Harlow, or for the performance by Harlow of its obligations hereunder, including without limitation the payment of the Settlement Payment.
10.4 Corporate Authorization — Harlow. Harlow represents and warrants to CPS that the execution and delivery of this Agreement and the payment of the Settlement Payment have been duly and validly authorized by all necessary corporate action of Harlow, including without limitation any required action by Harlow's board of directors and sole shareholder. Harlow further represents and warrants that it has sufficient funds or access to funds to satisfy its obligation to pay the Payment Amount by the Settlement Payment Deadline, and that there are no pending or threatened proceedings, whether in bankruptcy, receivership, or otherwise, that would materially impair Harlow's ability to perform its obligations under this Agreement.
10.5 CPS Authorization. CPS represents and warrants to the Harlow Parties that the execution and delivery of this Agreement has been duly and validly authorized by all necessary company action of CPS, including without limitation any required approval of CPS's members, managers, and Ridgepoint Capital Partners LP in its capacity as the equity sponsor of CPS, to the extent that such approval is required under CPS's operating agreement or other governing documents.
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 oral or written, with respect to such subject matter. No Party has relied upon any statement, representation, or warranty of any other Party that is not expressly set forth in this Agreement. The TMA shall remain in effect only to the extent that its provisions are expressly incorporated into, referenced by, or consistent with this Agreement; to the extent of any conflict between the TMA and this Agreement, the terms of this Agreement shall control and govern.
11.2 Amendments. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument that expressly references this Agreement and is duly executed by all Parties. No oral amendment, modification, or waiver shall be effective for any purpose.
11.3 Waiver. No waiver of any provision of this Agreement, or of any right or remedy arising hereunder, shall be effective unless set forth in a written instrument signed by the Party or Parties to be bound thereby. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
11.4 Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the application of such provision to any other person, entity, or circumstance, and the remaining provisions of this Agreement shall remain in full force and effect and shall be enforceable to the fullest extent permitted by law. In the event that any provision is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to agree upon a valid and enforceable replacement provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid, illegal, or unenforceable provision.
11.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice-of-law or conflict-of-laws rules, principles, or provisions (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Ohio.
11.6 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the United States District Court for the Southern District of Ohio, Eastern Division, for any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement, including without limitation any action to enforce the terms of this Agreement. Each Party hereby irrevocably waives any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in such court, and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.
11.7 Attorneys' Fees. In any action, suit, or proceeding to enforce this Agreement, or to obtain any remedy for breach of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, costs, and expenses, including without limitation fees and expenses incurred at trial and on appeal. For purposes of this Section 11.7, the "prevailing Party" shall mean the Party that substantially prevails on the merits of the principal issues in dispute.
11.8 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and effective: (a) when delivered personally; (b) on the business day following deposit with a nationally recognized overnight courier service for next-business-day delivery, with written verification of receipt; or (c) on the third (3rd) business day following deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid, in each case addressed to the applicable Party at the address set forth below or at such other address as such Party may designate by written notice to the other Parties in accordance with this Section 11.8:
If to CPS:
Rachel Sung, General Counsel Crestline Packaging Solutions LLC 4800 Scioto Industrial Parkway Columbus, OH 43228
With a copy (which shall not constitute notice) to:
Catherine Bloom, Partner Calderwood & Harkness LLP 201 East Fifth Street, Suite 3400 Cincinnati, OH 45202
If to Harlow, Norris, or Fielding:
Gerald W. Norris, CEO Harlow Chemical Supply Inc. 1120 Commerce Boulevard Terre Haute, IN 47802
With a copy (which shall not constitute notice) to:
Brian Whitaker, Partner Voss Gentry & Whitaker LLP 300 North Meridian Street, Suite 2500 Indianapolis, IN 46204
11.9 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns. No Party may assign, delegate, or otherwise transfer any of its or his rights, interests, or obligations under this Agreement to any other person or entity without the prior written consent of the other Parties, except that CPS may assign its rights, interests, and obligations under this Agreement to any Affiliate or to any successor-in-interest to CPS or substantially all of its assets (whether by merger, consolidation, acquisition, or otherwise) without the prior consent of the Harlow Parties.
11.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be deemed execution and delivery of an original counterpart and shall have the same legal force and effect as delivery of an original manually executed counterpart.
11.11 Construction. This Agreement has been negotiated at arm's length by the Parties, each of which has been represented by experienced legal counsel, and shall not be construed more strictly against any Party as the drafter or preparer hereof. The Parties acknowledge that this Agreement was initially drafted by Calderwood & Harkness LLP on behalf of CPS and was thereafter negotiated and revised through extensive discussions between Calderwood & Harkness LLP and Voss Gentry & Whitaker LLP on behalf of the Harlow Parties. All Parties have had a full and fair opportunity to review, comment upon, and negotiate the terms of this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party.
11.12 Headings. The section and article headings contained in this Agreement are for reference and convenience only and shall not affect in any way the meaning, interpretation, or construction of this Agreement.
11.13 Further Assurances. Each Party agrees to execute and deliver such further documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably necessary or desirable to carry out the provisions and purposes of this Agreement and to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, each Party shall cooperate in good faith with the other Parties in connection with any proceedings before the Court in the Action, including the filing of the Stipulation and Order of Dismissal and any application for entry of a consent permanent injunction order.
11.14 No Third-Party Beneficiaries. Except as expressly set forth herein, this Agreement is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity that is not a Party hereto or a permitted successor or assign of a Party hereto. Nothing in this Agreement, express or implied, is intended to or shall create any third-party beneficiary rights in any person or entity.
11.15 Recitals Incorporated. The Recitals set forth above are incorporated into and made a part of this Agreement by this reference and are binding upon the Parties to the same extent as any other provision of this Agreement.
[Remainder of page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE
IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement and Mutual Release as of the date first set forth above.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: David Kessler
Title: Chief Executive Officer
Date: September 12, 2024
SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE
HARLOW CHEMICAL SUPPLY INC.
By: ________
Name: Gerald W. Norris
Title: Chief Executive Officer
Date: September 12, 2024
SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE
GERALD W. NORRIS, Individually
________________________________________
Gerald W. Norris
Date: September 12, 2024
SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE
KENNETH FIELDING, Individually
________________________________________
Kenneth Fielding
Date: September 12, 2024
SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE
APPROVED AS TO FORM AND CONTENT
CALDERWOOD & HARKNESS LLP Counsel for Crestline Packaging Solutions LLC
By: ________
Name: Catherine Bloom
Title: Partner
Date: September 12, 2024
VOSS GENTRY & WHITAKER LLP Counsel for Harlow Chemical Supply Inc., Gerald W. Norris, and Kenneth Fielding
By: ________
Name: Brian Whitaker
Title: Partner
Date: September 12, 2024
EXHIBIT A
LIST OF CPS CURRENT CUSTOMERS
(Subject to the Non-Solicitation Covenant under Article VI)
The following is a list of CPS Current Customers as of the Effective Date, September 12, 2024, within the meaning of Section 1.7 and Article VI of the Settlement Agreement and Mutual Release dated September 12, 2024, by and among Crestline Packaging Solutions LLC, Harlow Chemical Supply Inc., Gerald W. Norris, and Kenneth Fielding (the "Agreement"). This list is intended to be illustrative and not exhaustive, and is subject to supplementation in accordance with Section 6.2 of the Agreement.
This Exhibit A is incorporated into and made a part of the Agreement. CPS reserves the right to supplement this list within thirty (30) days of the Effective Date in accordance with Section 6.2 of the Agreement.
EXHIBIT B
FORM OF SWORN CERTIFICATION OF DESTRUCTION
SWORN CERTIFICATION OF RETURN AND DESTRUCTION OF CPS CONFIDENTIAL INFORMATION
I, _______ [Full Legal Name], hereby declare and certify under penalty of perjury, pursuant to 28 U.S.C. § 1746, and under oath as follows:
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 in accordance with Article IV of the Agreement. Such CPS Confidential Information includes, without limitation, all materials relating to CPS-BC-1147 (including the formulation, all fourteen (14) constituents, proprietary ratios, order-of-addition protocols, and processing parameters), CPS Concentrate A (including its composition and constituent components), batch production records, analytical test results, process parameter logs, laboratory notebooks, quality control records, and all copies, reproductions, extracts, summaries, notes, analyses, compilations, and derivatives thereof, in any form or medium.
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 been made, in accordance with Section 4.1(c) of the Agreement, to cause Archer Material Sciences Inc. to return to CPS or destroy any CPS Confidential Information

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

PREAMBLE

RECITALS

WHEREAS:

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

CRESTLINE PACKAGING SOLUTIONS LLC

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

HARLOW CHEMICAL SUPPLY INC.

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

APPROVED AS TO FORM AND CONTENT

EXHIBIT A

LIST OF CPS CURRENT CUSTOMERS

EXHIBIT B

FORM OF SWORN CERTIFICATION OF DESTRUCTION

SWORN CERTIFICATION OF RETURN AND DESTRUCTION OF CPS CONFIDENTIAL INFORMATION

Record

Parties

Dates

Amounts