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 Buyer and Seller, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms. "Business" means the business of designing, developing, manufacturing, producing,

Section 1.2 — Interpretation and Construction (a) Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the APA. (b) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. (c) Whenever the context requires, the gender of all words used her

ARTICLE II — NON-COMPETITION COVENANT

Section 2.1 — Non-Competition During the Restricted Period, Horvath shall not, directly or indirectly, for himself or on behalf of, or in conjunction with, any other Person, whether as a principal, agent, partner, member, manager, shareholder, equity holder, investor, officer, director, employee, consultant, advisor, independent contractor, joint venturer, licensor, licensee, franchisor, franchisee, or in any other c

Section 2.2 — Permitted Activities and Exceptions Notwithstanding the restrictions set forth in Section 2.1, the following activities shall not constitute a violation of this Article II: (a) Passive Public Company Investments. The ownership by Horvath of not more than two percent (2%) of the outstanding equity interests (measured by voting power and economic interest) of any Person whose equity securities are listed

ARTICLE III — NON-SOLICITATION COVENANTS

Section 3.1 — Non-Solicitation of Customers During the Restricted Period, Horvath shall not, directly or indirectly, for himself or on behalf of, or in conjunction with, any other Person, whether as a principal, agent, partner, member, manager, shareholder, officer, director, employee, consultant, advisor, independent contractor, or in any other capacity: (a) solicit, contact, call upon, communicate with, or otherwis

Section 3.2 — Non-Solicitation of Suppliers During the Restricted Period, Horvath shall not, directly or indirectly, for himself or on behalf of, or in conjunction with, any other Person, whether as a principal, agent, partner, member, manager, shareholder, officer, director, employee, consultant, advisor, independent contractor, or in any other capacity: (a) solicit, induce, or attempt to induce any Supplier to ceas

Section 3.3 — Non-Solicitation and Non-Hire of Employees (a) During the Restricted Period, Horvath shall not, directly or indirectly, for himself or on behalf of, or in conjunction with, any other Person, whether as a principal, agent, partner, member, manager, shareholder, officer, director, employee, consultant, advisor, independent contractor, or in any other capacity: (i) solicit, recruit, hire, engage, retain, o

Section 4.1 — Non-Disclosure Obligation Horvath shall not, at any time following the Closing Date (and, for the avoidance of doubt, without any limitation as to duration), directly or indirectly, disclose, disseminate, publish, communicate, divulge, furnish, make accessible, or otherwise make available to any Person (other than Buyer and its affiliates, and their respective authorized representatives), or use for his

Section 4.2 — Exceptions to Non-Disclosure Notwithstanding the restrictions set forth in Section 4.1, the non-disclosure obligations contained herein shall not apply to the following disclosures: (a) Legally Compelled Disclosure. Disclosure that is required by applicable law, statute, regulation, rule, legal process (including, without limitation, subpoena, civil investigative demand, or interrogatory), or order, jud

Section 4.3 — Return and Destruction of Materials (a) Upon the Closing Date, or at any time thereafter upon the written request of Buyer, Horvath shall promptly (and in any event within ten (10) business days of such request): (i) return to Buyer all originals and copies of all documents, records, files, correspondence, memoranda, reports, notebooks, manuals, notes, analyses, compilations, studies, data, software, co

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF HORVATH Horvath hereby represents and warrants to Buyer as follows, as of the Effective Date:

Section 5.1 — Legal Capacity Horvath has full legal capacity, right, power, and authority to execute, deliver, and perform his obligations under this Agreement. No consent, approval, authorization, or order of, or filing with, any court, governmental authority, or other Person is required in connection with Horvath's execution, delivery, and performance of this Agreement.

Section 5.2 — Binding Obligation This Agreement has been duly executed and delivered by Horvath and constitutes the legal, valid, and binding obligation of Horvath, enforceable against Horvath in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (re

Section 5.3 — No Conflicts The execution, delivery, and performance of this Agreement by Horvath does not and will not (a) conflict with, violate, or result in a breach or default under any other agreement, contract, commitment, obligation, instrument, order, judgment, decree, injunction, or ruling to which Horvath is a party or by which Horvath or any of his properties or assets is bound, (b) result in the creation

Section 5.4 — Acknowledgment of Unique Knowledge and Reasonableness Horvath acknowledges and agrees that: (a) As the founder and President of Allegheny Valley Packaging, Inc., and as the holder of approximately seventy-two percent (72%) of Seller's issued and outstanding capital stock, Horvath has, over the course of more than four decades, developed and acquired unique, specialized, and extensive knowledge of every

Section 5.5 — Adequate Consideration Horvath acknowledges and agrees that the consideration received by Horvath in connection with the consummation of the transactions contemplated by the APA — reflecting his approximately seventy-two percent (72%) beneficial ownership interest in Seller and his corresponding share of the aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) — constitutes adeq

Section 6.1 — Injunctive Relief Horvath acknowledges and agrees that any breach or threatened breach by Horvath of any of the covenants, restrictions, or obligations set forth in Articles II, III, or IV of this Agreement would cause Buyer and its affiliates immediate, substantial, and irreparable harm and injury for which monetary damages alone would be an inadequate and insufficient remedy, and that the exact amount

Section 6.2 — Extension of Restricted Period If Horvath violates any provision of Article II (Non-Competition) or Article III (Non-Solicitation) of this Agreement, the Restricted Period applicable to the violated provision shall automatically be extended, without the necessity of any further action, agreement, or court order, by a period of time equal to the duration of such violation (measured from the date such vio

Section 6.3 — Cumulative Remedies The rights and remedies of Buyer set forth in this Agreement, including, without limitation, the rights to injunctive relief, specific performance, extension of the Restricted Period, and accounting of profits, are cumulative and shall not be deemed to be exclusive of any other rights or remedies available to Buyer under the APA, at law, in equity, or otherwise. Without limiting the

Section 6.4 — Accounting of Profits In the event that Horvath breaches any covenant, restriction, or obligation set forth in this Agreement, Buyer shall be entitled, in addition to all other remedies available to Buyer under this Agreement, the APA, or applicable law, to a full and complete accounting and disgorgement of all profits, compensation, remuneration, commissions, fees, benefits, and other financial or econ

ARTICLE VII — SEVERABILITY AND JUDICIAL MODIFICATION

Section 7.1 — Severability The Parties intend that each provision, covenant, restriction, and obligation set forth in this Agreement shall be fully severable. If any provision of this Agreement, or any portion thereof, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction or by any arbitrator, such invalidity, illegality, or unenforceability shall not affect the validity

Section 7.2 — Blue Pencil and Judicial Modification If any restriction, covenant, or obligation set forth in this Agreement (including, without limitation, any restriction relating to scope of prohibited activities, duration, or geographic area) is found by a court of competent jurisdiction or by any arbitrator to be unreasonable, overbroad, or otherwise unenforceable in any respect, the Parties hereby authorize, req

ARTICLE VIII — MISCELLANEOUS PROVISIONS

Section 8.1 — Governing Law This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the substantive laws of any jurisdiction other than the State of New York. The Parties ackn

Section 8.2 — Jurisdiction and Venue; Waiver of Jury Trial (a) Exclusive Jurisdiction. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the United States District Court for the Southern District of New York, sitting in the Borough of Manhattan, City of New York, New York, and (ii) the Supreme Court of the State of New York, County of New York, sitting in the Borough of Ma

Section 8.3 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be deemed to have been duly given and received (a) upon personal delivery to the Party to be notified, (b) one (1) business day following deposit with a nationally recognized overnight courier service (such as Severin

Section 8.4 — Entire Agreement This Agreement, together with the APA, the schedules and exhibits attached hereto and thereto, and the other agreements, certificates, instruments, and documents delivered in connection with the APA and the transactions contemplated thereby, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotia

Section 8.5 — Amendment and Waiver (a) No amendment, modification, supplement, or restatement of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by each of the Parties. No oral statement, course of dealing, or course of performance shall constitute or be deemed to constitute an amendment, modification, or waiver of any provision of this Agreement. (b) No failu

Section 8.6 — Assignment (a) Horvath. Horvath may not assign, delegate, transfer, or otherwise dispose of this Agreement, or any of his rights, interests, or obligations hereunder, in whole or in part, without the prior written consent of Buyer, which consent may be granted, withheld, conditioned, or delayed in Buyer's sole and absolute discretion. Any purported assignment, delegation, transfer, or disposition by Hor

Section 8.7 — No Third-Party Beneficiaries Except as expressly provided herein, this Agreement is for the sole and exclusive benefit of the Parties hereto and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person (including, without limitation, any Employee, Customer, Supplier, or any other third party) any legal or e

Section 8.8 — Counterparts This Agreement may be executed in two (2) 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 a signature page of this Agreement by email (in portable document format (.pdf) or similar format), facsimile, or other means of electronic transmission shall be effect

Section 8.9 — Relationship to APA This Agreement is entered into pursuant to, and in accordance with, the APA and is one of the agreements and documents required to be delivered at the Closing in connection with the transactions contemplated by the APA. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the APA with respect to the subject m

Section 8.10 — Independent Covenants Each covenant, restriction, and obligation set forth in this Agreement shall be construed as a separate and independent covenant, restriction, and obligation. The existence of any claim, cause of action, counterclaim, set-off, defense, or right that Horvath may have against Buyer or any of its affiliates, whether arising under the APA, this Agreement, or otherwise (and whether bas