Contract analysis

ARTICLE 1 — 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 Agreement shall have the meanings ascribed to them in the APA. "APA" means the Asset Purchase Agreement dated as of June 15, 2025, by and between the Company and AVP, as the same may be amended, supplemented, or otherwise modified from time to time in

Section 2.1 — General Description The Consultant shall provide transition assistance, advisory services, and operational consulting to the Company in connection with the integration of AVP's former business operations into the Company's manufacturing footprint (collectively, the "Services"). The Services shall be provided on a non-exclusive, independent contractor basis, and nothing in this Agreement shall be constru

Section 2.2 — Specific Services Without limiting the generality of Section 2.1, the Consultant shall perform the specific services set forth below, as further detailed in Exhibit A: (a) Operational Transition. The Consultant shall assist the Company with the integration of the Butler Facility and the Meadville Facility operations into CPS's existing six-plant manufacturing network across Ohio, Indiana, and Kentucky.

Section 2.3 — Time Commitment The Consultant shall devote a minimum of twenty (20) hours per week to the performance of Services during the first ninety (90) days following the Closing Date (the "Intensive Period"), and a minimum of ten (10) hours per week thereafter for the remainder of the Term, unless otherwise mutually agreed in writing by the Parties. The Consultant acknowledges that the time commitment during t

Section 2.4 — Reporting The Consultant shall report to Thomas R. Garner, Chief Executive Officer of the Company, or such other officer or senior manager as the Company may designate from time to time by written notice to the Consultant. The Consultant shall provide monthly written status reports to such designated officer summarizing the Services performed during the preceding calendar month, the status of key transi

Section 2.5 — Standard of Performance The Consultant shall perform all Services in a professional, workmanlike manner consistent with industry standards applicable to consulting services of the type contemplated by this Agreement. The Consultant shall exercise the same degree of skill, care, diligence, and expertise as the Consultant exercised in his capacity as Vice President of Operations of AVP. The Consultant sha

ARTICLE 3 — TERM AND TERMINATION

Section 3.1 — Term This Agreement shall commence on the Closing Date and shall continue for a period of twelve (12) months from the Closing Date (the "Initial Term"), unless earlier terminated in accordance with this Article 3. Upon expiration of the Initial Term, this Agreement may be extended for additional three (3)-month periods (each, a "Renewal Period") upon the mutual written agreement of both Parties. The Ini

Section 3.2 — Termination by Company (a) Termination Without Cause. The Company may terminate this Agreement at any time, with or without cause, upon thirty (30) days' prior written notice to the Consultant. In the event of such termination, the Company shall pay the Consultant all accrued and unpaid consulting fees and approved, unreimbursed expenses through the effective date of termination. (b) Termination for Cau

Section 3.3 — Termination by Consultant (a) Termination on Notice. The Consultant may terminate this Agreement upon sixty (60) days' prior written notice to the Company. During such sixty (60)-day notice period, the Consultant shall continue to perform the Services and shall cooperate with the Company to effect an orderly transition of the Consultant's responsibilities. (b) Termination for Non-Payment. The Consultant

Section 3.4 — Effect of Termination (a) Surviving Obligations. The obligations of the Parties under Article 5 (Intellectual Property), Article 6 (Confidentiality), Article 7 (Non-Competition and Non-Solicitation), Article 9 (Indemnification), Article 10 (Representations and Warranties), and Article 12 (Miscellaneous Provisions) shall survive the termination or expiration of this Agreement in accordance with their res

ARTICLE 4 — COMPENSATION AND EXPENSES

Section 4.1 — Consulting Fee As compensation for the performance of the Services, the Company shall pay the Consultant a monthly consulting fee of $__ per month (the "Monthly Fee") during the Initial Term and any Renewal Period. The Monthly Fee shall be payable within fifteen (15) business days following the end of each calendar month during the Term, based on the Consultant's performance of Services during such mont

Section 4.2 — Expense Reimbursement The Company shall reimburse the Consultant for all reasonable, documented, and pre-approved out-of-pocket expenses actually incurred by the Consultant in connection with the performance of the Services, including, without limitation, travel expenses (including airfare at coach/economy class), lodging, meals, parking, tolls, and mileage at the then-current Internal Revenue Service s

Section 4.3 — No Benefits The Consultant acknowledges and agrees that, as an independent contractor, the Consultant shall not be entitled to participate in or receive any employee benefits of the Company, including, without limitation, health insurance, dental insurance, vision insurance, disability insurance, life insurance, retirement plan participation (including any benefit plans maintained by CPS or any successo

Section 4.4 — Taxes The Company shall not withhold federal, state, or local income taxes, Social Security taxes, Medicare taxes, Federal Unemployment Tax Act ("FUTA") taxes, or any other taxes from payments made to the Consultant under this Agreement. The Consultant shall be solely responsible for all self-employment taxes (including the self-employment tax under Section 1401 of the Internal Revenue Code), estimated

ARTICLE 5 — INTELLECTUAL PROPERTY

Section 5.1 — Work Product Assignment All Deliverables, inventions, discoveries, improvements, processes, formulations, methods, designs, techniques, compositions, data, software, documentation, and other work product conceived, developed, created, or reduced to practice by the Consultant, whether alone or jointly with others, in the course of performing the Services or using the Company's Confidential Information (c

Section 5.2 — Prior Inventions Exhibit B attached hereto sets forth a list of all inventions, improvements, processes, formulations, or other intellectual property that were developed, conceived, or reduced to practice by the Consultant prior to the Closing Date and that the Consultant desires to exclude from the assignment set forth in Section 5.1 (collectively, "Prior Inventions"). If no Prior Inventions are listed

Section 5.3 — Cooperation The Consultant shall cooperate fully with the Company, at the Company's expense, in securing, perfecting, maintaining, defending, and enforcing the Company's intellectual Property rights in the Work Product, including, without limitation, executing patent applications, copyright registrations, assignment documents, declarations, affidavits, and all other instruments and documents as the Comp

Section 5.4 — Moral Rights Waiver To the maximum extent permitted by applicable law, the Consultant hereby irrevocably waives and agrees never to assert any and all moral rights (including, without limitation, rights of attribution, integrity, disclosure, and withdrawal) that the Consultant may have in or with respect to any Work Product, whether arising under any federal, state, or foreign law, treaty, or convention

Section 6.1 — Definition of Confidential Information "Confidential Information" means all non-public, proprietary, or confidential information of the Company (including, without limitation, information related to the former AVP business and any information acquired or developed by the Company in connection with its ownership and operation of the assets formerly owned by AVP), disclosed to, obtained by, or otherwise m

Section 6.2 — Obligations The Consultant shall hold all Confidential Information in strict confidence and shall not, without the prior written consent of the Company, disclose, publish, or otherwise disseminate any Confidential Information to any third party, in whole or in part. The Consultant shall use Confidential Information solely for the purpose of performing the Services under this Agreement and for no other p

Section 6.3 — Exceptions The obligations set forth in Section 6.2 shall not apply to information that the Consultant can demonstrate by competent evidence: (a) is or becomes publicly available or part of the public domain through no fault, act, or omission of the Consultant; (b) was rightfully known to the Consultant prior to the commencement of the Consultant's engagement with the Company, as evidenced by the Consul

Section 6.4 — Compelled Disclosure If the Consultant is compelled by law, regulation, subpoena, court order, or other legal process to disclose any Confidential Information, the Consultant shall, to the extent legally permitted, provide prompt written notice to the Company prior to any such disclosure, so that the Company may seek a protective order, injunction, or other appropriate remedy or waive compliance with th

Section 6.5 — Duration The Consultant's obligations under this Article 6 shall survive the termination or expiration of this Agreement for a period of five (5) years following the effective date of such termination or expiration. Notwithstanding the foregoing, the Consultant's obligations with respect to any Confidential Information that constitutes a trade secret under applicable law (including, without limitation,

Section 6.6 — Return of Materials Upon the termination or expiration of this Agreement, or at any time upon the Company's written request, the Consultant shall promptly return to the Company, or destroy at the Company's election, all documents, files, records, notes, memoranda, data, electronic files, media, and other materials in the Consultant's possession or control that contain, reflect, or are derived from Confi

ARTICLE 7 — NON-COMPETITION AND NON-SOLICITATION The Parties acknowledge and agree that, concurrently with the execution of this Agreement, the Consultant and the Company have entered into the Non-Competition and Non-Solicitation Agreement of even date herewith (the "Non-Competition Agreement"), which sets forth certain restrictive covenants applicable to the Consultant. The terms and conditions of the Non-Competitio

ARTICLE 8 — INDEPENDENT CONTRACTOR STATUS

Section 8.1 — Relationship The Consultant is an independent contractor and is not an employee, agent, partner, or joint venturer of the Company. Nothing in this Agreement shall be construed to create an employer-employee relationship, a partnership, a joint venture, or an agency relationship between the Parties. The Consultant shall have no authority to bind the Company, enter into any agreement or commitment on beha

Section 8.2 — Control The Company shall have the right to direct the general scope, objectives, and desired outcomes of the Services, but the Consultant shall retain full control over the manner, method, means, and details of performing the Services, subject to the reporting obligations set forth in Section 2.4 and the time commitment requirements set forth in Section 2.3. The Company shall not control or direct the

Section 8.3 — Other Activities The Consultant may engage in other business, employment, or consulting activities during the Term, provided that such activities do not: (a) interfere with the Consultant's ability to perform the Services in a timely and professional manner; (b) violate the terms and conditions of the Non-Competition Agreement; or (c) create a conflict of interest with the Company or otherwise compromis

Section 9.1 — Indemnification by Consultant The Consultant shall indemnify, defend, and hold harmless the Company and its affiliates (including, without limitation, Ridgeway Capital Partners Fund III, LP, and its general partner, Ridgeway Capital GP III LLC), and their respective officers, directors, managers, members, employees, agents, successors, and assigns (collectively, the "Company Indemnified Parties") from a

Section 9.2 — Indemnification by Company The Company shall indemnify, defend, and hold harmless the Consultant from and against any and all Losses arising out of, relating to, or resulting from: (a) any breach by the Company of any representation, warranty, covenant, or obligation of the Company under this Agreement; (b) any act or omission of the Company constituting gross negligence or willful misconduct; or (c) an

Section 9.3 — Limitation of Liability (a) Aggregate Cap. Except as otherwise provided in this Section 9.3, neither Party's aggregate liability to the other Party under or in connection with this Agreement, whether in contract, tort, or otherwise, shall exceed the total consulting fees paid or payable to the Consultant under this Agreement during the Term. (b) Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PAR

ARTICLE 10 — REPRESENTATIONS AND WARRANTIES

Section 10.1 — Consultant's Representations The Consultant hereby represents and warrants to the Company as follows: (a) The Consultant has the full legal capacity and authority to enter into this Agreement and to perform the obligations contemplated herein. This Agreement constitutes a legal, valid, and binding obligation of the Consultant, enforceable against the Consultant in accordance with its terms, subject to

Section 10.2 — Company's Representations The Company hereby represents and warrants to the Consultant as follows: (a) The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio, with Ohio Secretary of State Filing No. 4287653. The Company has the full power, authority, and legal right to enter into this Agreement and to perform its obligations

ARTICLE 11 — INSURANCE The Consultant shall maintain, at his own expense, adequate professional liability insurance and general liability insurance covering his activities in connection with the performance of the Services throughout the Term. Upon request by the Company, the Consultant shall provide certificates of insurance evidencing such coverage. The Company shall maintain its customary commercial general liabil

ARTICLE 12 — MISCELLANEOUS PROVISIONS

Section 12.1 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. The Parties acknowledge that the selection of New York law is consistent with the governing law provisions of the APA and is intended to ensure uniformity among the

Section 12.2 — Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved exclusively in the state or federal courts located in the Borough of Manhattan, City of New York, State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such action o

Section 12.3 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when: (i) delivered personally; (ii) sent by certified or registered mail, return receipt requested, postage prepaid; (iii) sent by a nationally recognized overnight courier service, with delivery confirmed; or (iv

Section 12.4 — Entire Agreement This Agreement (together with the Exhibits attached hereto, which are incorporated herein by reference), the Non-Competition Agreement, and the APA constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations, representations, warranties, understandings, and communications between the

Section 12.5 — Amendments No amendment, modification, supplement, or waiver of any provision of this Agreement shall be valid or effective unless made in writing and duly executed by both Parties. No oral agreement, course of dealing, or trade usage shall be deemed to amend or modify the terms of this Agreement.

Section 12.6 — Waiver No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of this Agreement shall be deemed a waiver of any o

Section 12.7 — Assignment The Consultant may not assign, transfer, delegate, or otherwise dispose of this Agreement or any of his rights, duties, or obligations hereunder without the prior written consent of the Company, and any attempted assignment without such consent shall be null and void. The Company may assign this Agreement to any affiliate, successor, or acquirer of all or substantially all of the Company's a

Section 12.8 — Severability If any provision of this Agreement, or the application thereof to any person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and such remaining provisions shall remain in full force and effect. In the eve

Section 12.9 — Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic transmission (including by email in portable document format (.pdf)) or by facsimile shall be equally effective as delivery of a manually execu

Section 12.10 — No Third-Party Beneficiaries This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, except that the Company Indemnified Part

Section 12.11 — Headings The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.

Section 12.12 — Construction This Agreement has been negotiated at arm's length by the Parties and their respective legal counsel, and no presumption or rule of construction against the drafter shall apply to the interpretation of this Agreement. Both Parties acknowledge that they have been represented by counsel in connection with the negotiation, drafting, and execution of this Agreement and have had the opportunit

I. Detailed Description of Services The Consultant shall perform the following Services in accordance with Article 2 of the Agreement: A. Operational Transition (Section 2.2(a))

1. Assist the Company's integration team with the development and execution of a comprehensive operational integration plan for the Butler Facility and the Meadville Facility.

2. Advise on the alignment of production scheduling systems between the Facilities and CPS's existing six-plant network, including coordination with the Company's enterprise resource planning ("ERP") system.

3. Provide guidance on equipment optimization, including identification of key capital equipment assets, maintenance histories, spare parts inventories, and equipment upgrade recommendations at both Facilities.

4. Assist with workflow standardization, including harmonization of standard operating procedures ("SOPs"), safety protocols, quality inspection processes, and production reporting between the Facilities and the Company's existing operations.