IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`
`C.A. NO.2021-0498-MTZ
`
`CALIFORNIA SAFE SOIL, LLC,
`
`Plaintiff,
`
`V.
`
`KDC AGRIBUSINESS LLC, et al.
`
`Defendants.
`
`KDC AGRIBUSINESS LLC et al.,
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`Counter-Plaintiffs,
`
`V.
`
`CALIFORNIA SAFE SOIL, LLC, et al..
`
`Counter-Defendants.
`
`SUBPOENA DUCES TECUM
`
`TO: Kemin Industries
`c/o RW Nelson
`P.O. Box 70
`2100 Maury Street
`Des Moines, lA 50306-0070
`
`YOU ARE HEREBY COMMANDED:
`To produce and permit inspection and copying of the documents,
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`electronically stored information, and/or tangible things described in the attached
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`Schedule A, at the offices of Cole Schotz P.C., 500 Delaware Avenue, Suite 1410,
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`42296466V1
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`EFiled: Feb 08 2022 04:39PM EST
`Transaction ID 67300642
`Case No. 2021-0498-MTZ
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`

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`Wilmington, DE 19801, within 20 days after service of this Subpoena, or at such
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`other time and location as agreed upon by the parties or ordered by the Court.
`
`Pursuant to Delaware Chancery Court Rule 45(a)(1)(D), you are instructed to
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`review the Chancery Court Rules set forth in Appendix A, which may apply to this
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`subpoena.
`
`Failure to produce the documents and things described in Schedule A may
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`result in punishment for contempt, which may include monetary penalties,
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`imprisonment, and other sanctions.
`
`Issued this 30th day of December, 2021.
`
`COLE SCHOTZ P.C.
`
`/s/ Andrew L. Cole
`Andrew L. Cole (No. 5712)
`500 Delaware Avenue, Suite 1410
`Wilmington, DE 19801
`(302)652-3131 (Phone)
`(302) 652-3117 (Fax)
`acole@coleschotz.com
`
`OF COUNSEL;
`
`Paul R. Monsees {pro hac vice)
`Michael J. Lockerby (pro hac vice)
`Eli L. Evans (pro hac vice)
`Ashley L. Gifford (pro hac vice)
`FOLEY & LARDNER LLP
`3000 K Street, N.W., Suite 600
`Washington, D.C. 20007
`(202) 672-5300
`pmonsees@foley.com
`mlockerby@foley.com
`eevans@foley.com
`agifford@foley.com
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`42296466V!
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`Counsel for Defendants, KDC
`Agribusiness LLC, KDC Agribusiness
`Fairless Hills LLC, KDC Agribusiness
`North Dakota LLC, Kamine Safe Soil
`LLC, Do Good Foods LLC, Do Good
`Foods Managed Services LLC, Do
`Good Foods Facility Management
`LLC, Harold N Kamine, Justin
`Kamine, Matthew Kamine, and Barry
`Starkman and Counter-Plaintiffs,
`KDC Agribusiness LLC, KDC
`Agribusiness Fairless Hills LLC,
`Harold N Kamine, Justin Kamine,
`Matthew Kamine, Barry Starkman,
`and Kamine Safe Soil LLC.
`
`Dated: December 30., 2021
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`SCHEDULEA
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`A. Definitions
`
`As used herein:
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`1. “Document” is used in its broadest sense consistent with Delaware
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`Court of Chancery Rules and refers to all written or graphic matter of every kind and
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`description however produced or reproduced, whether draft or final, original or
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`reproduction, in actual or constructive possession, custody, or control of CSS,
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`including, but not limited to, letters, emails, correspondence, articles, facsimiles,
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`memoranda, notes, films, transcriptions, contracts, agreements, debit memos,
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`invoices, purchase orders, purchase order confirmations, licenses, memoranda of
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`telephone conversations or personal conversations, books, magazines,
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`advertisements, periodicals, bulletins, circulars, pamphlets, statements, notices,
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`reports, rules, regulations, directives, minutes of meetings, interoffice
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`communications, financial statements, ledgers, books on account, proposals, offers,
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`orders, receipts, working papers, calendars, appointment books, diaries, time sheets,
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`logs, tapes of visual or audio reproduction, recordings or material similar to any of
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`the foregoing, and including writings, drawings, graphs, charts, photographs,
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`electronic mail, electronic data and other Electronically Stored Information (“ESI”),
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`hard copy documents, printouts and computations, and other compilations from
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`which information can be obtained or translated, if necessary, through detection
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`devices into reasonable usable form. The term “document” shall also include all
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`drafts, copies, and versions of each document, including copies containing additional
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`writing or that are not identical copies of the original.
`
`2.
`
`“Person” means any natural person, corporation, or partnership, or any
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`business, legal, or government entity, organization, or association.
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`3.
`
`“Communication” shall mean, without limitation, oral or written
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`communications of any kind, all electronic communications, emails, facsimiles, text,
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`social media or telephone communications, correspondence, exchange of written or
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`recorded information, or face-to-face meetings.
`
`4.
`
`“Concerning” shall mean related to, referring to, describing,
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`evidencing, supporting, or constituting.
`
`5.
`
`“Including” is used to emphasize certain types of documents requested
`
`and should not be construed as limited the request in any way.
`
`6.
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`“Relating to,” “referring to,” or “with respect to” shall mean, without
`
`limitation, concerning, discussing, describing, reflecting, dealing with, pertaining to,
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`analyzing, evaluating, estimating, constituting, studying, surveying, projecting,
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`assessing, recording, summarizing, criticizing, reporting, commenting, or otherwise
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`involving, in whole or in part.
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`7.
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`“Kemin,” “You,” or “Your” shall mean Kemin Industries, and, unless
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`indicated to the contrary, its parent, subsidiary, or other affiliated or related
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`organizations, offices, departments, divisions, and its officers, directors,
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`administrators, investigators, employees, representatives, agents and counsel, and all
`
`other persons or entities acting or purporting to act on its behalf
`
`8.
`
`“Counter-Defendants” shall mean California Safe Soil, LLC, Dan
`
`Morash, Mikael Salovaara, David D. McKerroll, Mark Bauer, Mark A. LeJeune, and
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`Steve Zicari and, unless indicated to the contrary, CSS’s parent, subsidiary, or other
`
`affiliated or related organizations, offices, departments, divisions, and its or their
`
`officers, directors, administrators, investigators, employees, representatives, agents
`
`and counsel, and all other persons or entities acting or purporting to act on its or their
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`behalf
`
`9.
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`“Individual Counter-Defendants” shall mean Dan Morash, Mikael
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`Salovaara, David D. McKerroll, Mark Bauer, Mark A. LeJeune, and Steve Zicari,
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`and all other persons or entities acting or purporting to act on their behalf
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`10.
`
`“CSS” shall mean Plaintiff/Counter-Defendant California Safe Soil,
`
`LLC and, unless indicated to the contrary, its parent, subsidiary, or other affiliated
`
`or related organizations, offices, departments, divisions, and its or their officers,
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`directors, administrators, investigators, employees, representatives, agents and
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`counsel, and all other persons or entities acting or purporting to act on its or their
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`behalf
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`11. “CSS Facility” shall mean the recycling facility operated by
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`css in McClellan, California.
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`12.
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`“KJDC Ag” shall mean KDC Agribusiness LLC and, unless indicated to
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`the contrary, its officers, directors, employees, representatives, agents and counsel,
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`and all other persons or entities acting or purporting to act on its behalf.
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`13.
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`“Defendants” shall mean Defendants KDC Agribusiness LLC, KDC
`
`Agribusiness Fairless Hills LLC, KDC Agribusiness North Dakota LLC, Kamine
`
`Safe Soil LLC, Do Good Foods LLC, Do Good Foods Managed Services, LLC, Do
`
`Good Foods Facility Management LLC, Harold N. Kamine, Justin Kamine, Matthew
`
`Kamine, and Barry Starkman and, unless indicated to the contrary, its, his, and their
`
`officers, directors, employees, representatives, agents and counsel, and all other
`
`persons or entities acting or purporting to act on its, his, or their behalf
`
`14.
`
`“Counter-Plaintiffs” shall mean KDC Agribusiness LLC, Justin
`
`Kamine, Matthew Kamine, Barry Starkman, and Kamine Safe Soil LLC and, unless
`
`indicated to the contrary, its, his, and their officers, directors, employees,
`
`representatives, agents and counsel, and all other persons or entities acting or
`
`purporting to act on its, his, or their behalf
`
`15.
`
`“Confidential Information” means all material, information and
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`documents in whatever form provided, identified as confidential or proprietary in
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`nature relating to business, finances, operations, strategic planning, research and
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`development activities, forecasts, products, designs, systems, processes, firmware
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`technical specifications, engineering data, flowcharts, logic diagrams, source code,
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`schematics, notes, data, memoranda, know-how, purchasing activities, trade secrets,
`
`as well as any material and information which, from the circumstances in which they
`
`are made available to You, should reasonably be considered confidential or
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`proprietary.
`
`16. “Intellectual Property” means all intellectual property rights of any kind
`
`and nature, including without limitation: (i) patents, patent applications and
`
`continuations, industrial design registrations and applications therefor, (ii)
`
`trademarks, service marks, trade names, Internet domain names, trade dress and the
`
`goodwill associated therewith, and all registrations or applications for registration
`
`thereof; (iii) copyrights, database rights and moral rights in both published works
`
`and unpublished works, including all such rights in software, user and training
`
`manuals, marketing and promotional materials, websites, internal reports, business
`
`plans and any other expressions, mask works, firmware, and videos, whether
`
`registered or unregistered, and all registrations or applications for registration
`
`thereof; and (iv) trade secret and confidential information, including such rights in
`
`inventions (whether or not reduced to practice), know-how, customer lists, technical
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`information, proprietary information, technologies, processes and formulae,
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`software, data, plans, drawings and blue prints, whether tangible or intangible and
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`whether stored, compiled or memorialized physically, electronically,
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`photographically, or otherwise.
`
`17.
`
`“Trade Secrets” includes all trade secrets, including, but not limited to,
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`facility design and specifications, equipment specifications and manufacturer
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`information; collection procedures and equipment information; feedstock
`
`preparation methodology; operating procedures and specifications; workplace safety
`
`information; representative Supermarket contract terms; enzyme types, sources, and
`
`application methodologies, product stabilization inputs, sources and methodologies;
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`certified organic production methodology; quality control procedures and
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`methodology; quality assurance procedures and methodology; research and Field
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`Trial results; employee handbooks.
`
`18.
`
`“Residuals” means unspoiled biodegradable animal, plant or other
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`residual organic products from supermarkets or other sources that are no longer
`
`being offered to consumers, or post-consumer sources of such materials, which are
`
`suitable for the production of fertilizer, animal feed, or animal feed ingredients.
`
`19.
`
`“Electronically Stored Information” or “ESI” has the same full meaning
`
`as construed by Delaware Court of Chancery Rule 34 and includes, without
`
`limitation, the following: (a) structured and unstructured data, as those terms are
`
`defined in The Sedona Conference Glossary: eDiscovery & Digital Information
`
`Management, available at www.thesedonaconference.org/publications; (b) activity
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`listings of electronic mail receipts and/or transmittals; (c) output resulting from the
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`use of any software program, including, without limitation, word processing
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`documents, spreadsheets, database files, charts, graphs and outlines, electronic mail,
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`instant messaging programs and applications (e.g., WhatsApp, AOL Instant
`
`Messenger™, Blackberry Messenger™, iChat and iCloud, Signal, and the like), text­
`
`messaging programs or applications, or bulletin board programs, operating and
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`backup systems, source code, PRF files, PRY files, batch files, ASCII files, and all
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`miscellaneous media on which they reside and regardless of whether said electronic
`
`data exists in an active file, a backup file or system, a deleted file or system, or file
`
`or fragment; (d) any and all items stored on computer memories, hard disks, floppy
`
`disks, CD-ROM, magnetic tape, microfiche, virtual or cloud based storage (e.g.,
`
`iCloud), or in any other vehicle for digital data storage or transmittal, such as, but
`
`not limited to, desktop computers; servers and other network computers; backup
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`tapes or systems; laptop computers; tablets (e.g, iPads); home or personal computers
`
`used for business purposes; cell phones, smartphones, personal digital assistants, or
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`similar devices running mobile operating systems, including such devices owned by
`
`Your employees and used in any way for business purposes; external storage devices
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`(such as “keychain” drives) and file folder tabs; or containers and labels appended
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`to or relating to any physical storage device associated with each original or copy of
`
`all documents requested herein; (e) any and all items stored on voicemail systems.
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`websites, company intranet sites, chat rooms and social networking websites (e.g.,
`
`Facebook and Linkedin); and (f) any and all data, data compilations, and data
`
`analyses. The term “ESI” is included in the definition of Document.
`
`20.
`
`“Identify” or “identity” used with reference to an individual means to
`
`state his or her full name, present or last known address, present or last known
`
`position and business affiliation, and employer, title, and position at the time in
`
`question. If the person was an officer, director, or employee of Yours, also state the
`
`job title and areas of responsibility for such person.
`
`21.
`
`“Identify” or “identity” used with reference to a document means to
`
`state the date, author, addressee or recipient, type of document (e.g., letter,
`
`memorandum, electronic mail message, chart, note, application, etc.) or other means
`
`of identification, the identity of each person who assisted in preparing or who
`
`reviewed it, and the identity of each person to whom the document indicates a copy
`
`was sent, its present location and/or custodian, whether it has been altered or revised
`
`in any manner, how many copies of it exist, and the location and/or custodian of
`
`each copy. If any such document is no longer in Your possession or subject to Your
`
`control, state what disposition was made of it.
`
`22.
`
`“Identify” or “identity” used with reference to a communication,
`
`correspondence, conference, meeting, or discussion of any kind (collectively
`
`“communication”) means to state the date of such communication, the method of
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`communication (e.g., writing, electronic mail message, telephone call, personal
`
`conversation), the identity of all parties to the communication, or those present or
`
`within listening distance, and to state the subject matter of the communication and
`
`the substance of what was said and/or transpired.
`
`B. Instructions:
`
`1. If You claim a privilege or that any document or communication was
`
`prepared in anticipation of litigation or is otherwise privileged as a reason for
`
`withholding any document from production, please state for each such document:
`
`a.
`
`b.
`
`c.
`
`d.
`
`e.
`
`f.
`
`g.
`
`the author;
`
`the sender;
`
`each addressee or recipient of the document(s) or any copy thereof;
`
`the date which the document bears, or if it bears no date, the date on which
`
`it was made;
`
`the date the document was sent;
`
`the subject line of the communication;
`
`the title or subject matter of the document, number of pages in the
`
`document, and general description of its contents and of any attachments
`
`or enclosures to it;
`
`h.
`
`the nature of the document (e.g., memorandum, telegram, chart, etc.);
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`1.
`
`persons to whom copies were furnished, together with their employer and
`
`job titles; and
`
`j. the basis or bases for the claim of privilege.
`
`2.
`
`You are requested to produce all Documents designated below which
`
`are in Your possession, custody, or control, or in the possession, custody, or control
`
`of Your counsel, members, officers, directors, partners, agents, employees, attorneys,
`
`representatives, affiliated or associated companies or any other Person or entity
`
`acting or purporting to act in concert with You or on Your behalf, wherever located.
`
`3.
`
`In answering these Requests, You must make a diligent search of Your
`
`records and other papers and materials in Your possession or available to You or
`
`Your representatives.
`
`4.
`
`These Requests are continuing, and any document obtained or located
`
`after its production which would have been responsive hereto had it been available or
`
`its existence known at the time, is to be supplied promptly.
`
`5.
`
`You shall produce all copies of the original and copies of any document,
`
`and, particularly, all those that contain notes or highlighting of any kind.
`
`6.
`
`If any document herein requested was formerly in the possession,
`
`custody, or control of You your agents, officers, employees, or representatives and has
`
`been lost or destroyed. You are requested to submit in lieu of each document a written
`
`statement which:
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`a.
`
`b.
`
`describes in detail the nature of the document;
`
`identifies the person who prepared or authorized the document and, if
`
`applicable, the person to whom the document was sent;
`
`c.
`
`specifies the date on which the document was prepared or transmitted;
`
`and
`
`d.
`
`specifies, if possible, the date on which the document was lost or
`
`destroyed and, if destroyed, the conditions of and reasons for such
`
`destruction and the persons requesting and performing the destruction.
`
`7.
`
`If You object to any Request because You contend that it is vague,
`
`ambiguous, or overbroad, or to any related definition or instruction. You are
`
`requested to contact undersigned counsel as soon as possible so that the Request can
`
`be clarified and any unnecessary delays in providing Your answer avoided. You must
`
`respond to the Requests and setforth Your interpretation of the language You claim
`
`is vague, ambiguous, or overbroad if agreement cannot be reached.
`
`8.
`
`If You refuse to provide a response to the Requests because the
`
`response or any responsive Document is considered confidential, proprietary, non­
`
`public, and/or trade secret. Your response should include a statement of the basis for
`
`the claim, but such response or responsive Document(s) should still be produced
`
`subject to an agreed protective order.
`
`9.
`
`If You refuse to answer a document request on the grounds of
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`burdensomeness, state in detail the reason for Your objection including the number
`
`and nature of documents needed to be searched, the location of the documents, and the
`
`number of person hours and costs required to conduct the search.
`
`10. The documents produced in response to these Requests are to be
`
`segregated and identified by the number(s) of the Requests to which they are
`
`responsive.
`
`11.
`
`In accordance with Delaware Court of Chancery Rules, each Request
`
`shall be deemed continuing so as to require supplemental responses if You obtain or
`
`discover additional Documents between the time of initial production and the time
`
`of the hearing or trial. Such supplemental Documents must be produced as soon as
`
`practicable after acquisition, but in no event later than ten (10) days after acquisition.
`
`If You discover that a response is incomplete or incorrect. You must, in a timely
`
`manner, supplement or correct such response.
`
`12. All Documents are to be produced as they are kept in the usual course
`
`of business so that the non-producing party can ascertain the files in which they are
`
`located, their relative order in such files and how such files were maintained, or,
`
`alternatively, each Document or set of Documents produced shall be labeled to
`
`correspond with the categories in these Requests.
`
`13. ESI shall be produced in a manner of production that is agreed to by the
`
`parties in advance of the production.
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`14. ESI shall include confidentiality designations as metadata.
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`15. Unless indicated to the contrary in a Request, the time period covered by
`
`these Requests is January 1,2017 to present.
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`DOCUMENTS REQUESTED
`
`Document Request No. 1;
`
`All communications with any Counter-Defendant(s) or any affiliates or
`
`representative(s) of Counter-Defendant(s) regarding potential business opportunities
`
`between You and CSS, including, but not limited to, related to working with CSS to
`
`develop pet food ingredients from upcycled groceries as reflected in Your January
`
`11, 2021 press release announcing that initiative attached as Exhibit 1.
`
`Document Request No. 2;
`
`All Documents relating to CSS, including, but not limited to: (a) any visits to
`
`the CSS Facility or any other any facility owned, leased, or controlled by CSS; (b)
`
`any review or analysis of information owned by CSS, controlled by CSS, or provided
`
`to You by CSS, including, but not limited to. Confidential Information, Intellectual
`
`Property, Trade Secrets, and/or any information related to any aspect of the unsold
`
`grocery food collection and/or manufacturing process undertaken by CSS at or
`
`related to the CSS Facility or for any facility planned by CSS at any other location;
`
`(c) any review by You of or communications between You and CSS about any of
`
`the information referred to in (b); (d) contracts or agreements between You and CSS
`
`including, but not limited to, any terms or conditions concerning confidentiality or
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`non-disclosure of any CSS information; or (e) any other Documents relating to CSS
`
`at all.
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`Document Request No. 3;
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`All Documents relating to any agreement(s) or proposed or actual
`
`amendment(s) to any agreement(s) between You, on the one hand, and any Counter-
`
`Defendant(s) or affiliate or representative of any Counter-Defendant(s), on the other
`
`hand, ineluding, but not limited to: (a) any agreement(s) or potential agreement(s)
`
`relating to the sale, purchase, distribution, or commercialization of products supplied
`
`by KDC Ag; (b) any agreement(s) relating to the sale, purchase, distribution, or
`
`commercialization of products supplied by CSS; (c) any non-diselosure or
`
`confidentiality terms and conditions; and/or (d) any Documents related to the
`
`venture between Kemin and CSS described in Your January 11, 2021 press release,
`
`attached as Exhibit 1.
`
`Document Request No. 4;
`
`All Documents related to the January 11, 2021 press release announcing a
`
`venture between Kemin and CSS including, but not limited to, all communications
`
`with Mark Bauer, Chief Marketing Offieer of CSS, who was identified in that press
`
`release as a CSS media contact.
`
`Document Request No. 6;
`
`All Documents related to calls or meetings with any Counter-Defendant(s),
`
`including, but not limited to, discussions about commercializing KDC Ag’s
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`manufacture of pet food and pet food products and palatants and for Kemin to enter
`
`into an offtake contract for those products.
`
`Document Request No. 7:
`
`Documents sufficient to identify all Persons representing You or acting in any
`
`way on Your behalf in connection with the business relationship between any
`
`Counter-Defendant(s) and You.
`
`Document Request No. 8;
`
`All Documents relating to KDC Ag, including, but not limited to: (a) any
`
`review or analysis by You or anyone on Your behalf of information owned,
`
`controlled, or provided by KDC Ag, including Confidential Information, Intellectual
`
`Property, and/or Trade Secrets, including any such Confidential Information,
`
`Intellectual Property, and/or Trade Secrets related to anticipated pet food ingredients
`
`or palatants; (b) any Communications with any Counter-Defendant(s) or any
`
`affiliates or representative(s) of Counter-Defendant(s) regarding KDC Ag; (c)
`
`Documents relating to KDC Ag’s manufacture of pet food and pet food products and
`
`palatants; and/or (d) (c) Documents relating to Your consideration of (i) entering
`
`into an offtake contract for products to be manufactured by KDC Ag, (ii) entering
`
`into any other agreement with KDC Ag, and/or (iii) making an investment in KDC
`
`Ag or an affiliate of KDC Ag.
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`EXHIBIT 1
`EXHIBIT 1
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`MediaRoom
`Kemin Industries to Work with CSS to Explore Upcycled Groceries for
`Sustainable Pet Food Ingredients
`Global ingredient manufacturer to use CSS's Harvest to Harvest™ technology for its pet food business
`
`DBS MOINES, Iowa, Jan. II, 2021 /PRNewswire/ - Kemin Industries, a global ingredient manufacturer that
`strives to sustainably transform the quality of life every day for 80 percent of the world with its products and
`services, is working with CSS to explore the development of high-quality, sustainable pet food ingredients
`from upcycled groceries.
`
`Kemin Nutrisurance, the pet food and rendering technologies business unit of Kemin, uses scientific
`expertise and innovative technologies to provide industry-leading solutions for pet food stability, safety,
`palatability and nutrition.
`
`CSS is leading the way to reduce food waste by recovering unsold fruits, vegetables and meats to convert into
`valuable products before they become waste. Kemin Nutrisurance will utilize CSS's patented Harvest to
`Harvest™ (H2H™) technology that the company introduced - and has perfected - to collect and repurpose
`recovered food from supermarkets and other food-recovery partners. Together, Kemin and CSS are
`committed to sustainable solutions to reduce global food waste in a meaningful way. By bringing together
`Kemin's expertise in science and industry-leading pet food products and CSS's innovative food recovery
`processes and technologies, Kemin Nutrisurance can produce ingredients that are safe, healthy, tasty and
`nutritious for pets - and sustainable for the planet.
`
`"Pet parents are increasingly demanding natural and sustainable solutions for their companion animals. We
`are excited to leverage CSS's innovative grocery recovery and H2H'"^ technology with our commitment to
`providing safe and sustainable pet food ingredients that improve pet nutrition, health and wellbeing," said
`Yannick Riou, President, Kemin Nutrisurance. "Our work together is an exciting step in offering our industry
`new solutions to address the ever-changing needs of pets and pet parents, backed by our promise that Kemin
`is Assurance."
`
`"We are thrilled to share with Kemin the commitment to being good stewards of our environment through
`first-rate science and technology," said Dan Morash, Founder and CEO, CSS. "Kemin's technical expertise
`and market-leading position will prove invaluable in producing high-quality, consistent products that pet
`parents can trust. Kemin is the ideal partner to help us achieve this goal."
`
`Kemin and CSS will continue to explore solutions to achieve two goals: reduction in food waste and new and
`innovative products for pets and pet parents.
`
`About Kemin Industries
`Kemin Industries (www.kemin.com) is a global ingredient manufacturer that strives to sustainably
`transform the quality of life every day for 80 percent of the world with its products and services. The
`company supplies over 500 specialty ingredients for human and animal health and nutrition, pet food,
`aquaculture, nutraceutical, food technologies, crop technologies and textile industries.
`
`For over half a century, Kemin has been dedicated to using applied science to address industry challenges and
`offer product solutions to customers in more than 120 countries. Kemin provides ingredients to feed a
`growing population with its commitment to the quality, safety and efficacy of food, feed and health-related
`products.
`
`

`

`Established in 1961, Kemin is a privately held, family-owned-and-operated company with more than 2,800
`global employees and operations in 90 countries, including manufacturing facilities in Belgium, Brazil,
`China, India, Italy, Russia, San Marino, Singapore, South Africa and the United States.
`
`About CSS
`
`CSS, the leader in sustainable food recovery technology, is commercializing its breakthrough Harvest to
`Harvest™ (H2H™) technology to recover organics from supermarkets and other sources to produce
`proprietary fertilizer and pet food ingredient products. CSS preserves the "cold chain" to recover food before
`it is allowed to go to waste and upcycles food for beneficial and productive use. CSS's technology reduces
`greenhouse gas emissions, provides nutritious, healthy pet food ingredients, and improves the sustainability
`of the global food supply system.
`
`Media Contacts:
`Alberto Munoz, Marketing Director, alberto.munoz@kemin.com, +1 (515) 559-5147
`Mark Bauer, Chief Marketing Officer, mark.bauer@calsafesoil.com, +1 (925) 787-5143
`
`© Kemin Industries, Inc. and its group of companies 2021. All rights reserved.® ™ Trademarks of Kemin
`Industries, Inc., U.S.A.
`Certain statements, product labeling and claims may differ by geography or as required by government
`requirements.
`
`SOURCE Kemin Industries
`
`Additional assets available online: 0 Photos (1)
`
`https://news.kemin.eom/2021-01-ll-Kemin-Industries~to-Work-with-CSS-to-Explore-Upcycled-Groceries-
`for-Sustainable-Pet-Food-Ingredients
`
`

`

`APPENDIX A
`APPENDIX A
`
`42296466v1
`42296466V1
`
`

`

`Delaware Chancery Court Rule 45(c): Protection of persons subject to
`subpoenas:
`(1) A party or an attorney responsible for the issuance and service of a
`subpoena shall take reasonable steps to avoid imposing undue burden
`or expense on a person subject to that subpoena. The court on behalf of
`which the subpoena was issued shall enforce this duty and may impose
`upon the party or attorney in breach of this duty an appropriate sanction,
`which may include, but is not limited to, lost earnings and a reasonable
`attorney's fee.
`(2) (A) A person commanded to produce and permit inspection and
`copying of designated documents, electronically stored information, or
`tangible things or inspection of premises need not appear in person at
`the place of production or inspection unless commanded to appear for
`deposition, hearing or trial.
`(B) Subject to paragraph (d)(2) of this rule, a person commanded to
`produce and permit inspection and copying may, within 14 days after
`service of the subpoena or before the time specified for compliance if
`such time is less than 14 days after service, serve upon the party or
`attorney designated in the subpoena written objection to inspection or
`copying of any or all of the designated materials or of the premises. If
`objection is made, the party serving the subpoena shall not be entitled
`to inspect and copy the materials or inspect the premises except
`pursuant to an order of the court by which the subpoena was issued. If
`objection has been made, the party serving the subpoena may, upon
`notice to the person commanded to produce, move at any time for an
`order to compel production. Such an order to compel production shall
`protect any person who is not a party or an officer of a party from
`significant expense resulting from the inspection and copying
`commanded.
`(3) (A) On timely motion, the court on behalf of which the subpoena
`was issued shall quash or modify the subpoena if it (i) Fails to allow
`reasonable time for compliance; (ii) Requires disclosure of privileged
`or other protected matter and no exception or waiver applies; or (iii)
`Subjects a person to undue burden.
`(B) If a subpoena(i) Requires disclosure of a trade secret or other
`confidential research, development, or commercial information, or (ii)
`
`42296466V1
`
`

`

`Requires disclosure of an unretained expert's opinion or information not
`describing specific events or occurrences in dispute and resulting from
`the expert's study made not at the request of any party, the court on
`behalf of which the subpoena was issued may, to protect a person
`subject to or affected by the subpoena, quash or modify the subpoena
`or, if the party in whose behalf the subpoena is issued shows a
`substantial need for the testimony or material that cannot be otherwise
`met without undue hardship and assures that the person to whom the
`subpoena is addressed will be reasonably compensated, the Court may
`order appearance or production only upon specified conditions.
`
`Delaware Chancery Court Rule 45('dh Duty in responding to subpoena:
`(1) If a subpoena does not specify a form for producing documents or
`electronically stored information, the person responding shall produce
`it in a form or forms in which it is ordinarily maintained, or in which it
`is reasonably usable. Absent a showing of good cause, the person
`responding need not produce the same documents or ele