Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "APA" means the Asset Purchase Agreement dated as of June 15, 2025, by and between Assignor and Assignee, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms. "Assigned intellectual Property" means all intellectual Property included in the Acqui

Section 1.2 — Rules of Construction The following rules of construction shall apply to this Agreement: (a) Unless the context otherwise requires, references to "Sections" and "Articles" are to sections and articles of this Agreement, and references to "Schedules" are to the schedules attached hereto, which are incorporated into and made a part of this Agreement. (b) The terms "hereof," "herein," "hereunder," "hereby,

ARTICLE II — ASSIGNMENT OF INTELLECTUAL PROPERTY

Section 2.1 — General Assignment Assignor hereby irrevocably and unconditionally assigns, transfers, conveys, and delivers to Assignee, effective as of the Closing Date, all of Assignor's right, title, and interest in, to, and under the Assigned intellectual Property, to have and to hold the same unto Assignee, its successors and assigns, forever. This assignment is made free and clear of all liens, claims, charges,

Section 2.2 — Trademarks and Service Marks Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to all trademarks, service marks, trade names, brand names, logos, slogans, and trade dress owned by Assignor and used in connection with Assignor's corrugated packaging, folding carton, and specialty coatings business, including, without limitation: (a) all regist

Section 2.3 — Patents and Patent Applications Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to all patents and patent applications owned by Assignor, including, without limitation: (a) all issued United States and foreign patents; (b) all pending United States and foreign patent applications, including provisional applications; (c) all continuations, c

Section 2.4 — Trade Secrets and Proprietary Formulations Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to all trade secrets, proprietary formulations, know-how, processes, techniques, methods, and confidential business information owned by Assignor or in the possession or control of Assignor and used in or related to Assignor's business, including, wit

Section 2.5 — Customer and Supplier Lists Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to all customer lists, supplier lists, vendor data, customer and vendor relationship information, pricing histories, purchase records, sales data, order histories, credit information, and all related data, analyses, and compilations used in or related to Assignor's

Section 2.6 — Copyrights Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to all copyrights and copyrightable works, whether registered or unregistered, including, without limitation: (a) all marketing materials, brochures, advertisements, catalogs, and promotional content; (b) all packaging designs, graphics, artwork, illustrations, and related visual co

Section 2.7 — Domain Names and Internet Properties Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to all domain names, uniform resource locators (URLs), social media accounts, and internet properties owned by or registered to Assignor in connection with the business, including all registrations therefor and all associated accounts with domain name regis

Section 2.8 — Other intellectual Property Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to all other intellectual property and proprietary rights of any kind or nature used in, held for use in, or related to Assignor's business, to the extent not specifically enumerated in Sections 2.2 through 2.7 above, including, without limitation: (a) all industria

ARTICLE III — EXCLUDED INTELLECTUAL PROPERTY

Section 3.1 — Excluded IP Notwithstanding anything to the contrary contained in this Agreement, the following items of intellectual Property are expressly excluded from the assignment contemplated by this Agreement and shall not constitute part of the Assigned intellectual Property (collectively, the "Excluded IP"): (a) Corporate Name. The corporate name "Allegheny Valley Packaging, Inc." shall remain the sole and ex

ARTICLE IV — TRANSITIONAL LICENSE OF CORPORATE NAME

Section 4.1 — Grant of Transitional License Subject to the terms and conditions set forth in this Article IV, Assignor hereby grants to Assignee a non-exclusive, royalty-free, non-transferable, non-sublicensable license to use the corporate name "Allegheny Valley Packaging, Inc." solely in connection with the operation of the acquired business for a period of six (6) months commencing on the Closing Date (the "Licens

Section 4.2 — Restrictions on Transitional License Assignee's use of the corporate name "Allegheny Valley Packaging, Inc." during the License Term shall be subject to the following restrictions: (a) Assignee shall not use the corporate name in any manner that would disparage, tarnish, or diminish the goodwill associated with such name or the reputation of Assignor. (b) Assignee shall not use the corporate name in any

Section 4.3 — Expiration of Transitional License Upon the expiration of the License Term (i.e., six (6) months following the Closing Date), all rights of Assignee to use the corporate name "Allegheny Valley Packaging, Inc." shall automatically and immediately terminate without the requirement of any further notice or action by either Party. Within thirty (30) days following the expiration of the License Term (the "Wi

ARTICLE V — RECORDATION AND FURTHER ASSURANCES

Section 5.1 — Recordation Assignor shall cooperate with Assignee, at Assignee's sole cost and expense, to execute and deliver all documents, instruments, and forms necessary or desirable to record the assignment of the Assigned intellectual Property with the United States Patent and Trademark Office (the "USPTO"), the United States Copyright Office, and any other relevant governmental authority, intellectual property

Section 5.2 — Further Assurances From and after the Closing Date, each Party shall, and shall cause its respective affiliates, officers, directors, employees, and agents to, take all such further actions, execute and deliver all such further documents and instruments, and provide all such further cooperation and assistance as may be reasonably necessary or appropriate to effectuate and carry out the purposes and inte

Section 5.3 — Power of Attorney Assignor hereby irrevocably constitutes and appoints Assignee, and any officer or authorized representative of Assignee, as Assignor's true and lawful attorney-in-fact, with full power of substitution and resubstitution, for Assignor and in Assignor's name, place, and stead, to execute and deliver on behalf of Assignor any and all documents, instruments, assignments, transfer forms, an

ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby represents and warrants to Assignee as follows:

Section 6.1 — Organization and Authority Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania (Pennsylvania Department of State Entity ID: 6519847). Assignor has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The executi

Section 6.2 — Title Assignor is the sole and exclusive owner of all right, title, and interest in and to the Assigned intellectual Property, free and clear of all Encumbrances other than Permitted Encumbrances as defined in the APA. No other person or entity has any ownership interest in, or any license to use (other than licenses granted in the ordinary course of business and disclosed to Assignee), any of the Assig

Section 6.3 — Validity and Enforceability This Agreement constitutes a legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors' rights generally, and (b) general princi

Section 6.4 — No Conflict The execution, delivery, and performance of this Agreement by Assignor, and the consummation of the transactions contemplated hereby, do not and will not (a) conflict with, result in a breach or violation of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, any provision of Assignor's articles of incorporation or bylaws, (b)

Section 6.5 — Incorporation of APA Representations Without limiting the representations and warranties set forth in Sections 6.1 through 6.4 above, the representations and warranties of Assignor set forth in the APA with respect to intellectual Property, including, without limitation, any representations and warranties regarding ownership, validity, enforceability, non-infringement, sufficiency, and absence of liens

ARTICLE VII — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby represents and warrants to Assignor as follows:

Section 7.1 — Organization and Authority Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio (Ohio Secretary of State Filing No. 4287653). Assignee has full limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The e

Section 7.2 — Validity and Enforceability This Agreement constitutes a legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors' rights generally, and (b) general princi

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Indemnification Governed by APA The Parties acknowledge and agree that any and all claims, losses, damages, liabilities, costs, expenses, or other obligations arising out of, relating to, or in connection with this Agreement, including, without limitation, any breach or alleged breach of any representation, warranty, covenant, or obligation contained herein, or any claim relating to the ownership, valid

Section 9.1 — Governing Law This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rule or provision (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The Parties agree that this governing

Section 9.2 — Relationship to APA This Agreement is entered into pursuant to and is subject to the terms and conditions of the APA. This Agreement is a Transaction Document, as defined in the APA, and is delivered at the Closing in connection with and as a condition to the consummation of the transactions contemplated by the APA. In the event of any conflict, inconsistency, or ambiguity between the terms and provisio

Section 9.3 — Entire Agreement This Agreement, together with the APA and the other Transaction Documents (as defined in the APA), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, warranties, commitments, offers, agreements, and understandings, whether written or oral, betwe

Section 9.4 — Amendment and Waiver This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Assignor and Assignee. No waiver by any Party of any provision of this Agreement or any breach or default hereunder shall be effective unless such waiver is in writing and signed by the Party against whom such waiver is sought to be enforced. No waiver of any breach or d

Section 9.5 — Severability If any provision of this Agreement, or the application of any such provision to any person or circumstance, shall be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and shall not invalidate any other provision of this Agreement. The remaining provisions o

Section 9.6 — Assignment This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Assignee may, without the consent of Assignor, assign any or all of its rights under this Agreement (a) to

Section 9.7 — Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, portable document format (PDF), or other electronic transmission, and any such execution and delivery shall be of the same legal force and effect as an origina

Section 9.8 — Notices All notices, requests, demands, claims, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered in accordance with the notice provisions of the APA, including the methods of delivery and the time periods for deemed receipt specified therein. Unless changed in accordance with the notice provisions of the APA, notices to the Partie

Section 9.9 — No Third-Party Beneficiaries Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties hereto and their respective successors and permitted assigns any right, benefit, remedy, or claim of any kind or nature under or by reason of this Agreement. This Agreement is not intended to and shall not be construed as creating any third-party ben