Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "APA" means that certain Asset Purchase Agreement dated as of June 15, 2025, by and between Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., as Seller, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms

Section 2.1 — Non-Competition Covenant During the Restricted Period, within the Restricted Territory, the Restricted Party shall not, directly or indirectly, alone or in combination, association, or conjunction with any other Person, whether as principal, agent, stockholder, member, partner, joint venturer, investor, lender, guarantor, officer, director, employee, consultant, advisor, independent contractor, represen

Section 2.2 — Permitted Activities / Exceptions Notwithstanding anything to the contrary contained in Section 2.1, the following activities shall not constitute a violation of the non-competition covenant set forth herein: (a) Passive Investment. The ownership by the Restricted Party of not more than two percent (2%) of the outstanding equity securities of any class of any corporation or other entity whose securities

ARTICLE III — NON-SOLICITATION OF EMPLOYEES

Section 3.1 — Employee Non-Solicitation Covenant During the Restricted Period, the Restricted Party shall not, directly or indirectly, alone or in combination, association, or conjunction with any other Person: (a) solicit, recruit, hire, employ, retain, or engage, or attempt to solicit, recruit, hire, employ, retain, or engage, any Employee of the Business or any employee of Crestline or any of its affiliates who wa

Section 3.2 — Exceptions to Employee Non-Solicitation Notwithstanding anything to the contrary in Section 3.1, the following shall not constitute a violation of the employee non-solicitation covenant: (a) General Solicitations. General solicitations of employment that are not specifically targeted at or directed toward Employees of the Business or employees of Crestline or its affiliates, including advertisements pla

ARTICLE IV — NON-SOLICITATION OF CUSTOMERS AND SUPPLIERS

Section 4.1 — Customer Non-Solicitation Covenant During the Restricted Period, the Restricted Party shall not, directly or indirectly, alone or in combination, association, or conjunction with any other Person: (a) solicit, divert, take away, or appropriate, or attempt to solicit, divert, take away, or appropriate, the business, patronage, or orders of any Customer with respect to products or services that are compet

Section 4.2 — Supplier Non-Interference Covenant During the Restricted Period, the Restricted Party shall not, directly or indirectly, alone or in combination, association, or conjunction with any other Person: (a) interfere with, disrupt, or attempt to interfere with or disrupt, the relationship between Crestline or any of its affiliates and any supplier, vendor, raw material provider, or service provider of the Bus

Section 4.3 — Exceptions to Customer/Supplier Non-Solicitation Notwithstanding anything to the contrary in Sections 4.1 and 4.2, the restrictions set forth in this Article IV shall not prohibit any activities conducted by the Restricted Party on behalf of and for the benefit of Crestline or any of its affiliates, in the Restricted Party's capacity as an employee, consultant, or authorized representative of Crestline

Section 5.1 — Confidentiality Obligations The Restricted Party shall not, during or after the Restricted Period, and regardless of the reason for any termination of the Restricted Party's employment or consulting engagement with Crestline, directly or indirectly: (a) disclose, divulge, reveal, publish, transmit, or communicate any Confidential Information to any Person other than authorized personnel of Crestline or

Section 5.2 — Exceptions to Confidentiality The obligations set forth in Section 5.1 shall not apply to the following: (a) Publicly Available Information. Information that is or becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by the Restricted Party or any Person acting on his behalf in violation of this Agreement; (b) Independently Developed Information. Info

Section 5.3 — Return of Materials Upon the expiration of the Restricted Period, or upon the termination of the Restricted Party's employment or consulting engagement with Crestline or any of its affiliates (whichever occurs later), or at any time upon the request of Crestline, the Restricted Party shall promptly: (a) return to Crestline all documents, records, files, notebooks, memoranda, correspondence, reports, dat

ARTICLE VI — INTELLECTUAL PROPERTY

Section 6.1 — Acknowledgment of IP Ownership The Restricted Party hereby acknowledges and agrees that all intellectual property rights relating to the Business, including but not limited to patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, proprietary formulations, manufacturing processes, know-how, inventions, designs, software, databases, and all other intellectual pro

Section 6.2 — Assignment of Developments Any and all inventions, improvements, innovations, developments, discoveries, ideas, concepts, designs, methods, processes, techniques, compositions, formulas, software, and works of authorship (collectively, "Developments") that are conceived, created, developed, made, or reduced to practice by the Restricted Party, alone or jointly with others, during the term of his employm

ARTICLE VII — ENFORCEMENT AND REMEDIES

Section 7.1 — Acknowledgment of Reasonableness The Restricted Party hereby acknowledges and agrees that: (a) the restrictive covenants and obligations set forth in this Agreement, including the non-competition, non-solicitation, confidentiality, and intellectual property provisions, are reasonable in scope, duration, and geographic reach and do not impose an undue hardship on the Restricted Party; (b) the restrictive

Section 7.2 — Injunctive Relief The Restricted Party acknowledges and agrees that a breach or threatened breach of any of the covenants or obligations set forth in this Agreement would cause Crestline irreparable injury and harm that cannot be adequately compensated by an award of monetary damages, and that Crestline would have no adequate remedy at law. Accordingly, in the event of any actual or threatened breach of

Section 7.3 — Tolling In the event that the Restricted Party breaches any covenant or obligation set forth in Articles II, III, or IV of this Agreement, the Restricted Period applicable to such covenant shall be automatically extended by a period of time equal to the duration of such breach, commencing on the date the breach begins and ending on the date the breach is cured or permanently enjoined, such that Crestlin

Section 7.4 — Judicial Modification / Blue Pencil In the event that any court of competent jurisdiction determines that any covenant, restriction, or obligation set forth in this Agreement is unenforceable as written by reason of its scope, duration, geographic reach, or otherwise, the Parties hereby authorize and request such court to reform, revise, and modify such covenant, restriction, or obligation to the minimu

Section 7.5 — Recovery of Costs In any action, suit, or proceeding brought to enforce any provision of this Agreement, or arising out of or relating to any breach or alleged breach of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, costs, and expenses (including fees and costs incurred in connection with any appeal), in addition to any ot

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES OF THE RESTRICTED PARTY

Section 8.1 — Representations and Warranties The Restricted Party hereby represents and warrants to Crestline, as of the Effective Date, as follows: (a) Capacity. The Restricted Party has full legal capacity and authority to execute, deliver, and perform this Agreement and to carry out the transactions and obligations contemplated hereby. No consent, approval, authorization, or order of any court, governmental author

ARTICLE IX — GENERAL PROVISIONS

Section 9.1 — Governing Law This Agreement shall be governed by, and construed and enforced 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 laws of any jurisdiction other than the State of New York. The selection of New York law a

Section 9.2 — Jurisdiction and Venue Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereby irrevocably and unconditionall

Section 9.3 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received (a) when delivered by hand or personal delivery, (b) one (1) business day after being sent by a nationally recognized overnight courier service (with written confirmation of delivery), or (c) three (3) business days

Section 9.4 — Entire Agreement This Agreement, together with the APA, the Consulting Agreement, and the other Transaction Documents (as defined in the APA), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, agreements, and understandings (whether oral or w

Section 9.5 — Amendment and Waiver This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is to be enforced. No waiver of any breach or default of any provision of

Section 9.6 — Assignment The Restricted Party may not assign, delegate, or otherwise transfer this Agreement, or any of his rights, interests, or obligations hereunder, to any other Person without the prior written consent of Crestline, and any attempted assignment, delegation, or transfer in violation of this Section 9.6 shall be null and void and of no force or effect. Crestline may, without the consent of the Rest

Section 9.7 — Severability If any provision of this Agreement, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Agreement shall continue in full force and ef

Section 9.8 — No Third-Party Beneficiaries This Agreement is entered into solely for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person (including any Employee, Customer, or supplier) any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reaso

Section 9.9 — Counterparts; Electronic Signatures This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail (including in portable document format (.pdf)) or by any other electronic means intended to preserve th

Section 9.10 — Construction The Parties acknowledge and agree that they have participated jointly in the negotiation and drafting of this Agreement, and that each Party has been represented by legal counsel in connection therewith. In the event of any ambiguity or question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall a

Section 9.11 — Relationship to Other Agreements The obligations of the Restricted Party under this Agreement are in addition to, and not in limitation or substitution of, any obligations the Restricted Party may have under the Consulting Agreement, the APA, or any other agreement, arrangement, or understanding between the Restricted Party and Crestline or any of its affiliates. Nothing in this Agreement shall be deem