1 DARREN S. ENENSTEIN (SBN 195894) [email protected] 2 NED M. GELHAAR (SBN 163185) [email protected] 3 TALIA M. RYBAK (SBN 319031) [email protected] 4 ENENSTEIN PHAM & GLASS, LLP 5 12121Wilshire Boulevard, Suite 600 Los Angeles, California 90025 6 Tel (310) 899-2070 7 Attorneys for Plaintiff Marantz Brothers, Inc. d/b/a Cooperative Purchasers 8 JENNIFER A. JACKSON (SBN 192998) 9 [email protected] 10 David Harford (SBN: 270696) [email protected] 11 BRYAN CAVE LEIGHTON PAISNER LLP 12 120 Broadway, Suite 300 Santa Monica, California 90401 13 Tel (310) 576-2100 Attorneys for Defendants 14 Tate & Lyle Ingredients Americas LLC, 15 Vincent Pinneri, and Perry Tessitore

16 UNITED STATES DISTRICT COURT 17 CENTRAL DISTRICT OF CALIFORNIA

18 MARANTZ BROTHERS, LLC d/b/a Case No. 2:20-cv-00317 PSG (AFMx) 19 COOPERATIVE PURCHASERS, a California limited liability company, 20 STIPULATION AMENDING Plaintiff, 21 PROTECTIVE ORDER AND

PROPOSED AMENDED PROTECTIVE 22 vs. ORDER

23 TATE & LYLE INGREDIENTS AMERICAS LLC, a Delaware Limited 24 Liability Company; VINCENT PINNERI, an individual; PERRY 25 TESSITORE, an individual; and DOES 26 1 through 10, inclusive;

27 Defendants. 1 1. PURPOSES AND LIMITATIONS 2 Discovery in this action was already likely to involve production of 3 confidential, proprietary or private information for which special protection from 4 public disclosure and from use for any purpose other than pursuing this litigation 5 may be warranted. However, the addition of claims under section 1 of the Sherman 6 Antitrust Act by Plaintiff Marantz Brothers, LLC dba Cooperative Partners (“Co- 7 Op”) in its Third Amended Complaint filed on May 14, 2021 (Dkt. 107) has 8 increased the likelihood that discovery in this action involves sensitive competitive 9 information. Accordingly, Co-Op and Defendant Tate and Lyle Ingredients, 10 Americas, LLC. (“T&L”) (concurrently “Parties”) hereby stipulate to and petition 11 the Court to amend the existing Protective Order, approved by this Court on August 12 14, 2021 (Dkt. 65) and enter the following Stipulated Amended Protective Order. 13 The parties acknowledge that this Order does not confer blanket protections on all 14 disclosures or responses to discovery and that the protection it affords from public 15 disclosure and use extends only to the limited information or items that are entitled 16 to confidential treatment under the applicable legal principles. 17 2. GOOD CAUSE STATEMENT 18 Prior to the addition of Co-Op’s antitrust claims, this action involved trade 19 secrets, including pricing lists and/or other proprietary information for which special 20 protection from public disclosure and from use for any purpose other than 21 prosecution of this action is warranted. Now, after the addition of Co-Op’s antitrust 22 claims, this action involves further competitive information. Such confidential and 23 proprietary materials and information consist of, among other things, confidential 24 business or financial information, information regarding confidential business 25 practices, confidential price lists, other confidential research and development of 26 ingredients, or commercial information (including information implicating privacy 27 rights of third parties), pricing strategies, analyses of competitors, competitive 28 performance assessments, and other competitive and sensitive information, 1 otherwise generally unavailable to the public, or which may be privileged or 2 otherwise protected from disclosure under state or federal statutes, court rules, case 3 decisions, or common law. 4 Moreover, Co-Op negotiated with a third party ingredients distributor, Caldic 5 B.V. (“Caldic”) regarding the acquisition of Co-Op under a nondisclosure agreement 6 (“NDA”), which broadly covered all aspects of the negotiation, including the 7 existence of the negotiation itself. The negotiations lead to Caldic’s purchase of Co- 8 Op’s assets in or around October 2018, which is a matter of public record. However, 9 under the terms of the sale documents (“Asset Purchase Agreement”), Co-Op’s 10 confidentiality obligations continue indefinitely. This acquisition is at the heart of 11 Co-Op’s complaint against Defendants. As such, Co-Op filed both its Complaint and 12 First Amended Complaint under seal. [Docket 1-3 and Docket 28-29]. As such, Co- 13 Op submits that there is good cause to protect Caldic’s and Co-Op’s confidential 14 information with a protective order. 15 Similarly, the facts added in Co-Op’s Third Amended Complaint (Dkt. 107) 16 comprehend allegations involving third parties Quest Nutrition, LLC (“Quest”), a 17 manufacturer of food products; Anderson Global Group (“AGG”), a distributor of 18 food ingredients; and Bai Long Chuan (“BLCY”), a Chinese manufacturer of food 19 ingredients. Discovery in this matter may involve sensitive and competitive 20 information belonging to the aforementioned third parties. Thus, the Parties submit 21 that there is good cause to protect the third parties Caldic, Quest, AGG, and BLCY’s 22 confidential information with a protective order. 23 Accordingly, to expedite the flow of information, to facilitate the prompt 24 resolution of disputes over confidentiality of discovery materials, to adequately 25 protect information the parties are entitled to keep confidential, to ensure that the 26 parties are permitted reasonable necessary uses of such material in preparation for 27 and in the conduct of trial, to address their handling at the end of the litigation, and 28 serve the ends of justice, a protective order for such information is justified in this 1 matter. It is the intent of the parties that information will not be designated as 2 confidential for tactical reasons and that nothing be so designated without a good 3 faith belief that it has been maintained in a confidential, non-public manner, and 4 there is good cause why it should not be part of the public record of this case. 5 3. ACKNOWLEDGMENT OF UNDER SEAL FILING PROCEDURE 6 The parties further acknowledge, as set forth in Section 14.3, below, that this 7 Stipulated Protective Order does not entitle them to file confidential information 8 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed 9 and the standards that will be applied when a party seeks permission from the court 10 to file material under seal. There is a strong presumption that the public has a right 11 of access to judicial proceedings and records in civil cases. In connection with non- 12 dispositive motions, good cause must be shown to support a filing under seal. See 13 Kamakana v. City and County of Honolulu,

(9th Cir. 2006), 14 Phillips v. Gen. Motors Corp.,

, 1210-11 (9th Cir. 2002), Makar- 15 Welbon v. Sony Electrics, Inc.,

(E.D. Wis. 1999) (even 16 stipulated protective orders require good cause showing), and a specific showing of 17 good cause or compelling reasons with proper evidentiary support and legal 18 justification, must be made with respect to Protected Material that a party seeks to 19 file under seal. The parties’ mere designation of Disclosure or Discovery Material 20 as CONFIDENTIAL or HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES 21 ONLY does not—without the submission of competent evidence by declaration, 22 establishing that the material sought to be filed under seal qualifies as confidential, 23 privileged, or otherwise protectable—constitute good cause. 24 Further, if a party requests sealing related to a dispositive motion or trial, then 25 compelling reasons, not only good cause, for the sealing must be shown, and the 26 relief sought shall be narrowly tailored to serve the specific interest to be protected. 27 See Pintos v. Pacific Creditors Ass’n.,

(9th Cir. 2010). For 28 each item or type of information, document, or thing sought to be filed or introduced 1 under seal, the party seeking protection must articulate compelling reasons, 2 supported by specific facts and legal justification, for the requested sealing order. 3 Again, competent evidence supporting the application to file documents under seal 4 must be provided by declaration. 5 Any document that is not confidential, privileged, or otherwise protectable in 6 its entirety will not be filed under seal if the confidential portions can be redacted. If 7 documents can be redacted, then a redacted version for public viewing, omitting only 8 the confidential, privileged, or otherwise protectable portions of the document, shall 9 be filed. Any application that seeks to file documents under seal in their entirety 10 should include an explanation of why redaction is not feasible. 11 4. DEFINITIONS 12 4.1 Action: Case No. 2:20-cv-00317 PSG (AFMx). 13 4.2 Challenging Party: a Party or Non-Party that challenges the designation of 14 information or items under this Order. 15 4.3 “CONFIDENTIAL” Information or Items: information (regardless of how 16 it is generated, stored or maintained) or tangible things that qualify for protection 17 under Federal Rule of Civil Procedure 26(c), and as specified above in the Good 18 Cause Statement. 19 4.3a “HIGHLY CONFIDENTIAL -- ATTORNEYS’ EYES ONLY” 20 Information or Items: extremely sensitive “CONFIDENTIAL” Information or 21 Items, the disclosure of which to another Party or Non-Party would create a 22 substantial risk of serious harm that could not be avoided by less restrictive means. 23 4.4 Counsel: Counsel of Record (as well as their support staff). 24 4.5 Designating Party: a Party or Non-Party that designates information or 25 items that it produces in disclosures or in responses to discovery as 26 “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL -- ATTORNEYS’ EYES 27 ONLY.” 28 4.6 Disclosure or Discovery Material: all items or information, regardless of 1 the medium or manner in which it is generated, stored, or maintained (including, 2 among other things, testimony, transcripts, and tangible things), that are produced or 3 generated in disclosures or responses to discovery. 4 4.7 Expert: a person with specialized knowledge or experience in a matter 5 pertinent to the litigation who has been retained by a Party or its counsel to serve as 6 an expert witness or as a consultant in this Action. 7 4.8 House Counsel: attorneys who are employees of a party to this Action. 8 House Counsel does not include Outside Counsel of Record or any other outside 9 counsel. 10 4.9 Non-Party: any natural person, partnership, corporation, association or 11 other legal entity not named as a Party to this action. 12 4.10 Outside Counsel of Record: attorneys who are not employees of a party 13 to this Action but are retained to represent a party to this Action and have appeared 14 in this Action on behalf of that party or are affiliated with a law firm that has 15 appeared on behalf of that party, and includes support staff. 16 4.11 Party: any party to this Action, including all of its officers, directors, 17 employees, consultants, retained experts, and Outside Counsel of Record (and their 18 support staffs). 19 4.12 Producing Party: a Party or Non-Party that produces Disclosure or 20 Discovery Material in this Action. 21 4.13 Professional Vendors: persons or entities that provide litigation support 22 services (e.g., photocopying, videotaping, translating, preparing exhibits or 23 demonstrations, and organizing, storing, or retrieving data in any form or medium) 24 and their employees and subcontractors. 25 4.14 Protected Material: any Disclosure or Discovery Material that is 26 designated as “CONFIDENTIAL.” 27 4.15 Receiving Party: a Party that receives Disclosure or Discovery Material 28 from a Producing Party. 1 5. SCOPE 2 The protections conferred by this Stipulation and Order cover not only 3 Protected Material (as defined above), but also (1) any information copied or 4 extracted from Protected Material; (2) all copies, excerpts, summaries, or 5 compilations of Protected Material; and (3) any testimony, conversations, or 6 presentations by Parties or their Counsel that might reveal Protected Material. 7 Any use of Protected Material at trial shall be governed by the orders of the 8 trial judge and other applicable authorities. This Order does not govern the use of 9 Protected Material at trial. 10 6. DURATION 11 Once a case proceeds to trial, information that was designated as 12 CONFIDENTIAL or maintained pursuant to this protective order used or introduced 13 as an exhibit at trial becomes public and will be presumptively available to all 14 members of the public, including the press, unless compelling reasons supported by 15 specific factual findings to proceed otherwise are made to the trial judge in advance 16 of the trial. See Kamakana,

(distinguishing “good cause” 17 showing for sealing documents produced in discovery from “compelling reasons” 18 standard when merits-related documents are part of court record). Accordingly, the 19 terms of this protective order do not extend beyond the commencement of the trial. 20 7. DESIGNATING PROTECTED MATERIAL 21 7.1 Exercise of Restraint and Care in Designating Material for Protection. 22 Each Party or Non-Party that designates information or items for protection under 23 this Order must take care to limit any such designation to specific material that 24 qualifies under the appropriate standards. The Designating Party must designate for 25 protection only those parts of material, documents, items or oral or written 26 communications that qualify so that other portions of the material, documents, items 27 or communications for which protection is not warranted are not swept unjustifiably 28 within the ambit of this Order. 1 Mass, indiscriminate or routinized designations are prohibited. Designations 2 that are shown to be clearly unjustified or that have been made for an improper 3 purpose (e.g., to unnecessarily encumber the case development process or to impose 4 unnecessary expenses and burdens on other parties) may expose the Designating 5 Party to sanctions. 6 If it comes to a Designating Party’s attention that information or items that it 7 designated for protection do not qualify for protection that Designating Party must 8 promptly notify all other Parties that it is withdrawing the inapplicable designation. 9 7.2 Manner and Timing of Designations. 10 Except as otherwise provided in this Order, or as otherwise stipulated or 11 ordered, Disclosure of Discovery Material that qualifies for protection under this 12 Order must be clearly so designated before the material is disclosed or produced. 13 Designation in conformity with this Order requires: 14 (a) for information in documentary form (e.g., paper or electronic 15 documents, but excluding transcripts of depositions or other pretrial or trial 16 proceedings), that the Producing Party affix at a minimum, the legend 17 “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”) or “HIGHLY 18 CONFIDENTIAL -- ATTORNEYS’ EYES ONLY” (hereinafter “HIGHLY 19 CONFIDENRIAL – ATTORNEYS’ EYES ONLY legend”), to each page that 20 contains protected material. If only a portion of the material on a page 21 qualifies for protection, the Producing Party also must clearly identify the 22 protected portion(s) (e.g., by making appropriate markings in the margins). 23 A Party or Non-Party that makes original documents available for 24 inspection need not designate them for protection until after the inspecting 25 Party has indicated which documents it would like copied and produced. 26 During the inspection and before the designation, all of the material made 27 available for inspection shall be deemed “CONFIDENTIAL.” After the 28 inspecting Party has identified the documents it wants copied and produced, 1 the Producing Party must determine which documents, or portions thereof, 2 qualify for protection under this Order. Then, before producing the specified 3 documents, the Producing Party must affix the “CONFIDENTIAL legend” or 4 the “HIGHLY CONFIDENTIAL -- ATTORNEYS’ EYES ONLY legend” to 5 each page that contains Protected Material. If only a portion of the material 6 on a page qualifies for protection, the Producing Party also must clearly 7 identify the protected portion(s) (e.g., by making appropriate markings in the 8 margins). 9 (b) for testimony given in depositions, that the Designating Party 10 identifies the Disclosure or Discovery Material on the record, before the close 11 of the deposition, all protected testimony. 12 (c) for information produced in some form other than documentary and 13 for any other tangible items, that the Producing Party affix in a prominent 14 place on the exterior of the container or containers in which the information 15 is stored the legend “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL -- 16 ATTORNEYS’ EYES ONLY.” If only a portion or portions of the 17 information warrants protection, the Producing Party, to the extent 18 practicable, shall identify the protected portion(s). 19 7.3 Inadvertent Failures to Designate. 20 If timely corrected, an inadvertent failure to designate qualified information 21 or items does not, standing alone, waive the Designating Party’s right to secure 22 protection under this Order for such material. Upon timely correction of a 23 designation, the Receiving Party must make reasonable efforts to assure that the 24 material is treated in accordance with the provisions of this Order. 25 8. CHALLENGING CONFIDENTIALITY DESIGNATIONS 26 8.1. Timing of Challenges. 27 Any Party or Non-Party may challenge a designation of confidentiality at any 28 time that is consistent with the Court’s Scheduling Order. 1 8.2 Meet and Confer. 2 The Challenging Party shall initiate the dispute resolution process under Local 3 Rule 37-1 et seq. 4 8.3 Joint Stipulation. 5 Any challenge submitted to the Court shall be via a joint stipulation pursuant 6 to Local Rule 37-2. 7 8.4 The burden of persuasion in any such challenge proceeding shall be on the 8 Designating Party. 9 Frivolous challenges, and those made for an improper purpose (e.g., to harass 10 or impose unnecessary expenses and burdens on other parties) may expose the 11 Challenging Party to sanctions. Unless the Designating Party has waived or 12 withdrawn the confidentiality designation, all parties shall continue to afford the 13 material in question the level of protection to which it is entitled under the Producing 14 Party’s designation until the Court rules on the challenge. 15 9. ACCESS TO AND USE OF PROTECTED MATERIAL 16 9.1 Basic Principles. 17 A Receiving Party may use Protected Material that is disclosed or produced 18 by another Party or by a Non-Party in connection with this Action only for 19 prosecuting, defending or attempting to settle this Action. Such Protected Material 20 may be disclosed only to the categories of persons and under the conditions 21 described in this Order. When the Action has been terminated, a Receiving Party 22 must comply with the provisions of section 15 below (FINAL DISPOSITION). 23 Protected Material must be stored and maintained by a Receiving Party at a 24 location and in a secure manner that ensures that access is limited to the persons 25 authorized under this Order. 26 9.2 Disclosure of “CONFIDENTIAL” Information or Items. 27 Unless otherwise ordered by the court or permitted in writing by the 28 Designating Party, a Receiving Party may disclose any information or item 1 designated “CONFIDENTIAL” only to: 2 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 3 well as employees of said Outside Counsel of Record to whom it is reasonably 4 necessary to disclose the information for this Action; 5 (b) the officers, directors, and employees (including House Counsel) of 6 the Receiving Party to whom disclosure is reasonably necessary for this 7 Action; 8 (c) Experts (as defined in this Order) of the Receiving Party to whom 9 disclosure is reasonably necessary for this Action and who have signed the 10 “Acknowledgment and Agreement to Be Bound,” which is attached hereto as 11 Exhibit “A;” 12 (d) the court and its personnel; 13 (e) court reporters and their staff; 14 (f) professional jury or trial consultants, mock jurors, and Professional 15 Vendors to whom disclosure is reasonably necessary for this Action and who 16 have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 17 (g) the author or recipient of a document containing the information or 18 a custodian or other person who otherwise possessed or knew the information; 19 (h) during their depositions, witnesses, and attorneys for witnesses, in 20 the Action to whom disclosure is reasonably necessary provided: (1) the 21 deposing party requests that the witness sign the form attached as Exhibit A 22 hereto; and (2) they will not be permitted to keep any confidential information 23 unless they sign the “Acknowledgment and Agreement to Be Bound” (Exhibit 24 A), unless otherwise agreed by the Designating Party or ordered by the court. 25 Pages of transcribed deposition testimony or exhibits to depositions that 26 reveal Protected Material may be separately bound by the court reporter and 27 may not be disclosed to anyone except as permitted under this Stipulated 28 Protective Order; and 1 (i) any mediators or settlement officers and their supporting personnel, 2 mutually agreed upon by any of the parties engaged in settlement discussions. 3 9.3 Disclosure of “HIGHLY CONFIDENTIAL -- ATTORNEYS’ EYES 4 ONLY” Information or Items. 5 Unless otherwise ordered by the court or permitted in writing by the 6 Designating Party, a Receiving Party may disclose any information or item 7 designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” only to: 8 (a) the Receiving Party’s Outside Counsel of Record in this Action, as 9 well as employees of said Outside Counsel of Record to whom it is reasonably 10 necessary to disclose the information for this Action; 11 (b) Experts (as defined in this Order) of the Receiving Party to whom 12 disclosure is reasonably necessary for this Action and who have signed the 13 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 14 (c) the court and its personnel; 15 (d) private court reporters and their staff to whom disclosure is 16 reasonably necessary for this Action and who have signed the 17 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 18 (e) professional jury or trial consultants, mock jurors, and Professional 19 Vendors to whom disclosure is reasonably necessary for this Action and who 20 have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 21 (f) the author or recipient of a document containing the information or 22 a custodian or other person who otherwise possessed or knew the information; 23 and 24 (g) any mediator or settlement officer, and their supporting personnel, 25 mutually agreed upon by any of the parties engaged in settlement discussions. 26 10. PROTECTED MATERIAL SUBPOENAED OR ORDERED 27 PRODUCED IN OTHER LITIGATION 28 If a Party is served with a subpoena or a court order issued in other 1 litigation that compels disclosure of any information or items designated in this 2 Action as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL -- ATTORNEYS’ 3 EYES ONLY,” that Party must: 4 (a) promptly notify in writing the Designating Party. Such notification 5 shall include a copy of the subpoena or court order; 6 (b) promptly notify in writing the party who caused the subpoena or 7 order to issue in the other litigation that some or all of the material covered by 8 the subpoena or order is subject to this Protective Order. Such notification 9 shall include a copy of this Stipulated Protective Order; and 10 (c) cooperate with respect to all reasonable procedures sought to be 11 pursued by the Designating Party whose Protected Material may be affected. 12 If the Designating Party timely seeks a protective order, the Party served with 13 the subpoena or court order shall not produce any information designated in 14 this action as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL -- 15 ATTORNEYS’ EYES ONLY” before a determination by the court from 16 which the subpoena or order issued, unless the Party has obtained the 17 Designating Party’s permission. The Designating Party shall bear the burden 18 and expense of seeking protection in that court of its confidential material and 19 nothing in these provisions should be construed as authorizing or encouraging 20 a Receiving Party in this Action to disobey a lawful directive from another 21 court. 22 11. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 23 PRODUCED IN THIS LITIGATION 24 (a) The terms of this Order are applicable to information produced by a 25 Non-Party in this Action and designated as “CONFIDENTIAL” or “HIGHLY 26 CONFIDENTIAL -- ATTORNEYS’ EYES ONLY.” Such information 27 produced by Non-Parties in connection with this litigation is protected by the 28 remedies and relief provided by this Order. Nothing in these provisions should 1 be construed as prohibiting a Non-Party from seeking additional protections. 2 (b) In the event that a Party is required, by a valid discovery request, to 3 produce a Non-Party’s confidential information in its possession, and the 4 Party is subject to an agreement with the Non-Party not to produce the Non- 5 Party’s confidential information, then the Party shall: 6 (1) promptly notify in writing the Requesting Party and the Non- 7 Party that some or all of the information requested is subject to a 8 confidentiality agreement with a Non-Party; 9 (2) promptly provide the Non-Party with a copy of the Stipulated 10 Protective Order in this Action, the relevant discovery request(s), and a 11 reasonably specific description of the information requested; and 12 (3) make the information requested available for inspection by 13 the Non-Party, if requested. 14 (c) If the Non-Party fails to seek a protective order from this court 15 within 14 days of receiving the notice and accompanying information, 16 the Receiving Party may produce the Non-Party’s confidential 17 information responsive to the discovery request. If the Non-Party 18 timely seeks a protective order, the Receiving Party shall not produce 19 any information in its possession or control that is subject to the 20 confidentiality agreement with the Non-Party before a determination by 21 the court. Absent a court order to the contrary, the Non-Party shall bear 22 the burden and expense of seeking protection in this court of its 23 Protected Material. 24 12. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 25 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 26 Protected Material to any person or in any circumstance not authorized under this 27 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 28 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 1 to retrieve all unauthorized copies of the Protected Material, (c) inform the person 2 or persons to whom unauthorized disclosures were made of all the terms of this 3 Order, and (d) request such person or persons to execute the “Acknowledgment an 4 Agreement to Be Bound” attached hereto as Exhibit A. 5 13. INADVERTENT PRODUCTION OF PRIVILEGED OR 6 OTHERWISE PROTECTED MATERIAL 7 When a Producing Party gives notice to Receiving Parties that certain 8 inadvertently produced material is subject to a claim of privilege or other protection, 9 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 10 Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure 11 may be established in an e-discovery order that provides for production without prior 12 privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the 13 parties reach an agreement on the effect of disclosure of a communication or 14 information covered by the attorney-client privilege or work product protection, the 15 parties may incorporate their agreement in the stipulated protective order submitted 16 to the court. 17 14. MISCELLANEOUS 18 14.1 Right to Further Relief. 19 Nothing in this Order abridges the right of any person to seek its modification 20 by the Court in the future. 21 14.2 Right to Assert Other Objections. 22 By stipulating to the entry of this Protective Order, no Party waives any right 23 it otherwise would have to object to disclosing or producing any information or item 24 on any ground not addressed in this Stipulated Protective Order. Similarly, no Party 25 waives any right to object on any ground to use in evidence of any of the material 26 covered by this Protective Order. 27 14.3 Filing Protected Material. 28 A Party that seeks to file under seal any Protected Material must comply with 1 Local Civil Rule 79-5. Protected Material may only be filed under seal pursuant to 2 a court order authorizing the sealing of the specific Protected Material. If a Party’s 3 request to file Protected Material under seal is denied by the court, then the 4 Receiving Party may file the information in the public record unless otherwise 5 instructed by the court. 6 15. FINAL DISPOSITION 7 After the final disposition of this Action, as defined in paragraph 6, within 60 8 days of a written request by the Designating Party, each Receiving Party must return 9 all Protected Material to the Producing Party or destroy such material. As used in 10 this subdivision, “all Protected Material” includes all copies, abstracts, compilations, 11 summaries, and any other format reproducing or capturing any of the Protected 12 Material. Whether the Protected Material is returned or destroyed, the Receiving 13 Party must submit a written certification to the Producing Party (and, if not the same 14 person or entity, to the Designating Party) by the 60-day deadline that (1) identifies 15 (by category, where appropriate) all the Protected Material that was returned or 16 destroyed and (2) affirms that the Receiving Party has not retained any copies, 17 abstracts, compilations, summaries or any other format reproducing or capturing any 18 of the Protected Material. Notwithstanding this provision, Counsel are entitled to 19 retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing 20 transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert 21 reports, attorney work product, and consultant and expert work product, even if such 22 materials contain Protected Material. Any such archival copies that contain or 23 constitute Protected Material remain subject to this Protective Order as set forth in 24 Section 6 (DURATION). 25 16. VIOLATION 26 Any violation of this Order may be punished by appropriate measures including, 27 without limitation, contempt proceedings and/or monetary sanctions. 28 1 RESPECTFULLY SUBMITTED, 2 3 || DATED: November 23, 2021 ENENSTEIN PHAM & GLASS LLP 4 5 By: /s/Ned M. Gelhaar 6 Darren S. Enenstein Ned M. Gelhaar 7 Talia M. Rybak g Attorneys for Plaintiff Marantz Brothers, LLC 9 19 || DATED: November 23, 2021 BRYAN CAVE LEIGHTON PAISNER LLP 1] 12 . By: /s/David Harford 13 Jennifer A. Jackson 14 David Harford Attorneys for Defendants Tate & Lyle 15 Ingredients Americas LLC, Vincent 16 Pinneri, and Perry Tessitore 7 FOR GOOD CAUSE SHOWN, IT IS SO ORDERED. 18 19 DATED: 11/24/2021 20 ( , 0 Yfo & ° EE ,.., 21 22 || HON. ALEXANDER F. MACKINNON 33 || United States Magistrate Judge 24 25 26 27 28 00407957, V.2 16 STIPULATION AMENDING PROTECTIVE ORDER AND PROPOSED

1 EXHIBIT A 2 ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 3 I, _____________________________ [print or type full name], of _________________ [print or 4 type full address], declare under penalty of perjury that I have read in its entirety and understand 5 the Stipulated Amended Protective Order that was issued by the United States District Court for 6 the Central District of California on in the case of Marantz Brothers, LLC v. Tate & Lyle 7 Ingredients Americas LLC, Et Al, Case No: 2:20-cv-00317 PSG (AFMx). I agree to comply 8 with and to be bound by all the terms of this Stipulated Protective Order, and I understand and 9 acknowledge that failure to so comply could expose me to sanctions and punishment in the 10 nature of contempt. I solemnly promise that I will not disclose in any manner any information or 11 item that is subject to this Stipulated Protective Order to any person or entity except in strict 12 compliance with the provisions of this Order. I further agree to submit to the jurisdiction of the 13 United States District Court for the Central District of California for the purpose of enforcing the 14 terms of this Stipulated Protective Order, even if such enforcement proceedings occur after 15 termination of this action. 16 If I am not a resident of California, I hereby appoint __________________________ [print or 17 type full name] of 18 _______________________________________ [print or type full address and telephone 19 number] as my California agent for service of process in connection with this action or any 20 proceedings related to enforcement of this Stipulated Protective Order. 21 22 Date: ______________________________________ 23 City and State where sworn and signed: _________________________________ 24 25 Printed name: _______________________________ 26 27 Signature: __________________________________ 28