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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") is made and entered into as of July 31, 2025 (the "Effective Date"), by and between:

CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company, with its principal offices at 4100 Commerce Parkway, Suite 800, Akron, Ohio 44308 (hereinafter referred to as "Buyer," "Crestline," or "CPS"); and

GERALD W. HORVATH, an individual residing in Butler, Pennsylvania (hereinafter referred to as the "Restricted Party" or "Horvath").

Buyer and Horvath are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS:

A. Buyer and Allegheny Valley Packaging, Inc., a Pennsylvania corporation (the "Seller" or "AVP"), with its principal offices located at 250 Industrial Boulevard, Butler, Pennsylvania 16001, have entered into that certain Asset Purchase Agreement dated as of June 15, 2025 (as amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "APA"), pursuant to which Buyer is acquiring substantially all of the assets of Seller used in or relating to the Business (as defined below) for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to the adjustments, terms, and conditions set forth in the APA (the "Transaction");

B. Horvath is the founder, President, and chief executive of Seller and is the holder of approximately seventy-two percent (72%) of the issued and outstanding shares of capital stock of Seller. The remaining shares of Seller's capital stock are held by Patricia A. Horvath (approximately eighteen percent (18%)) and Michael G. Horvath (approximately ten percent (10%)). As such, Horvath is the controlling and majority shareholder of Seller and has been the primary driving force behind the development, growth, and success of the Business since its founding;

C. Horvath has been integrally involved in the management, day-to-day operations, and strategic direction of the Business for over four decades. During this time, Horvath has developed and maintained extensive personal relationships with Customers, Suppliers, and Employees of the Business, and possesses unique, specialized, and extensive knowledge of the Seller's trade secrets, proprietary formulations (including, without limitation, specialty chemical-resistant coatings and food-grade packaging processes), customer lists, vendor and supplier relationships, pricing strategies, manufacturing processes, competitive intelligence, and other Confidential Information, all of which are of significant and substantial value to Buyer in connection with the Transaction;

D. Horvath will receive substantial consideration 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 entitlement to a corresponding portion of the aggregate purchase price of $180,000,000. The economic benefits accruing to Horvath as a direct result of the Transaction constitute independent, adequate, and valuable consideration for the covenants and agreements set forth in this Agreement;

E. Following the Closing (as defined below), Horvath intends to retire from active involvement in the packaging industry. Horvath will not serve as an employee, officer, director, consultant, or independent contractor of Buyer, Seller, or any of their respective affiliates following the Closing Date, and accordingly, there is no post-Closing employment, consulting, or transition services arrangement between Horvath and Buyer;

F. Buyer's willingness to consummate the transactions contemplated by the APA is expressly conditioned upon Horvath's execution and delivery of this Agreement at or prior to the Closing. This Agreement constitutes a material inducement to Buyer to enter into the APA and to consummate the Transaction, and Buyer would not have entered into the APA or agreed to consummate the Transaction absent Horvath's agreement to be bound by the covenants and restrictions set forth herein;

G. Buyer is a portfolio company of Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership ("Ridgeway"), a private equity fund with significant investments in the packaging and industrial materials sectors. As of the date hereof, Buyer operates six (6) manufacturing plants located in Ohio, Indiana, and Kentucky, and, upon consummation of the Transaction, will also operate the facilities acquired from Seller in Butler and Meadville, Pennsylvania. Buyer's trailing twelve-month revenue is approximately Six Hundred Twenty Million Dollars ($620,000,000), generated across its corrugated packaging, industrial container, and specialty packaging materials business lines. The acquisition of Seller's Business represents a material expansion of Buyer's operations and geographic footprint; and

H. The APA is governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law principles. The Parties desire that this Agreement also be governed by and construed in accordance with the laws of the State of New York for purposes of consistency and to ensure uniform interpretation of the Transaction documents.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the consummation of the transactions contemplated by the APA, the substantial consideration to be received by Horvath in connection therewith, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties hereby agree as follows:

ARTICLE I — DEFINITIONS

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, marketing, distributing, licensing, and selling corrugated containers, folding cartons, specialty chemical-resistant coatings, food-grade packaging, industrial containers, and specialty packaging materials, as well as all ancillary and related activities, services, and products, in each case as conducted by Seller at any time during the two (2)-year period immediately preceding the Closing Date. For the avoidance of doubt, the definition of "Business" encompasses all product lines, service offerings, and business activities in which Seller has engaged during such two (2)-year period, whether or not such activities constituted a principal or material portion of Seller's overall operations.

"Closing" has the meaning ascribed to such term in the APA.

"Closing Date" has the meaning ascribed to such term in the APA. The Closing Date is estimated to be July 31, 2025.

"Competing Business" means (a) any Person engaged in, or (b) any division, business unit, operating segment, department, or other organizational component of any Person that is engaged in, the Business or any material aspect thereof, anywhere within the Restricted Territory. For purposes of this definition, a Person shall be deemed to be engaged in the Business or any material aspect thereof if such Person designs, develops, manufactures, produces, markets, distributes, licenses, or sells any products or services that are the same as, or substantially similar to, or directly competitive with, the products or services offered by the Business at any time during the two (2)-year period immediately preceding the Closing Date.

"Confidential Information" means all non-public, proprietary, or confidential information, data, knowledge, and know-how relating to the Business, in whatever form or medium, whether written, oral, electronic, visual, or otherwise, including, without limitation: (i) trade secrets; (ii) proprietary formulations, recipes, and specifications (including, without limitation, chemical-resistant coating formulations, food-grade packaging process methodologies, adhesive compositions, and barrier layer technologies); (iii) customer lists, customer data, customer preferences, and customer purchasing patterns; (iv) vendor and supplier information, including relationships with Consolidated Linerboard Corp. and other key suppliers, as well as the terms and conditions of supply agreements; (v) pricing strategies, pricing models, discount structures, and margin analyses; (vi) manufacturing processes, production techniques, equipment specifications, and quality control procedures; (vii) technical data, engineering drawings, product designs, and research and development information; (viii) financial information, including historical and projected revenue, cost structures, profitability analyses, and budget data; (ix) business plans, strategic plans, market analyses, and competitive intelligence; (x) marketing strategies, sales methodologies, and promotional materials; (xi) personnel data, compensation information, and organizational charts; and (xii) any other information that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who could obtain economic value from its disclosure or use. Notwithstanding the foregoing, "Confidential Information" shall not include information that: (A) is or becomes publicly available or generally known in the relevant industry other than as a result of, directly or indirectly, any disclosure, dissemination, or other action or omission by Horvath in breach of this Agreement; (B) was already in Horvath's possession without any duty or obligation of confidentiality prior to Horvath's receipt of such information from Seller, Buyer, or any of their respective representatives, as evidenced by Horvath's contemporaneous written records; or (C) is independently developed by Horvath without reference to, reliance upon, or use of any Confidential Information, as evidenced by Horvath's contemporaneous written records.

"Customer" means any Person who (a) was a customer or client of the Business at any time during the two (2)-year period immediately preceding the Closing Date, (b) was actively being solicited or pursued as a prospective customer by Seller or any of its representatives at any time during the one (1)-year period immediately preceding the Closing Date, or (c) had an active contract, purchase order, or ongoing business relationship with the Business as of the Closing Date. For the avoidance of doubt, "Customer" includes, without limitation, the ten (10) largest customers of the Business as measured by trailing twelve-month revenue (which ten (10) customers collectively account for approximately sixty-two percent (62%) of the Business's trailing twelve-month revenue as of the date of the APA).

"Employee" means any individual who is or was employed by Seller, or who, following the Closing, is employed by Buyer or any of its affiliates with respect to the Acquired Assets (as defined in the APA), in each case at any time during the one (1)-year period immediately preceding the Closing Date. For the avoidance of doubt, "Employee" includes all approximately three hundred forty (340) employees at the Butler facility (approximately two hundred ninety (290) employees) and the Meadville facility (approximately fifty (50) employees), including, without limitation, salaried employees, hourly employees, part-time employees, and those employees covered by the collective bargaining agreement with International Paperworkers Union Local 814, as well as any temporary or contract workers engaged through Seller for a continuous period of ninety (90) days or more.

"Person" means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental entity or agency, or any other entity of any kind or nature.

"Restricted Period" means the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date. The Parties acknowledge and agree that the five (5)-year duration of the Restricted Period is reasonable and appropriate in light of (a) Horvath's retirement from the Business and the absence of any post-Closing employment, consulting, or transition services obligation, (b) the substantial consideration received by Horvath as the holder of approximately seventy-two percent (72%) of Seller's capital stock in connection with the Transaction, (c) Horvath's four-decade tenure as founder and President of the Business and his unique and extensive knowledge of the Business's trade secrets, Confidential Information, customer relationships, and competitive position, and (d) the significant investment made by Buyer in connection with the Transaction and Buyer's legitimate need to protect the goodwill and value of the acquired Business.

"Restricted Territory" means (a) the United States of America, including all fifty (50) states, the District of Columbia, and all territories and possessions, and (b) Canada, including all provinces and territories. The Parties acknowledge and agree that this geographic scope is reasonable and necessary because (i) the Business has historically sold its products and services to customers located throughout the United States and Canada, (ii) Buyer (through its existing operations and those acquired from Seller) operates manufacturing plants across Ohio, Indiana, Kentucky, and Pennsylvania, and serves customers across the United States and Canada, and (iii) Horvath's knowledge of the Business, its Confidential Information, and its customer and supplier relationships extends throughout the United States and Canada.

"Seller" means Allegheny Valley Packaging, Inc., a Pennsylvania corporation.

"Supplier" means any Person who was a supplier, vendor, or service provider to the Business at any time during the two (2)-year period immediately preceding the Closing Date, including, without limitation, suppliers of raw materials (such as containerboard, linerboard, corrugating medium, inks, adhesives, and chemical feedstocks), equipment and machinery suppliers, maintenance and repair service providers, logistics and transportation providers, and any other third party providing goods or services material to the operations of the Business.

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 herein shall include the masculine, feminine, and neuter, and the singular shall include the plural and vice versa.

(d) The words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation."

(e) The words "hereof," "herein," "hereunder," "hereby," and "herewith," and words of similar import, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(f) References to "Articles," "Sections," and "Schedules" shall be deemed references to Articles, Sections, and Schedules of or to this Agreement unless the context otherwise requires.

(g) The use of the word "or" is not exclusive.

(h) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any provision to be drafted.

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 capacity whatsoever:

(a) own, manage, operate, control, finance, or participate in the ownership, management, operation, control, or financing of any Competing Business within the Restricted Territory;

(b) engage in, carry on, or assist in the design, development, manufacture, production, marketing, distribution, licensing, or sale of corrugated containers, folding cartons, specialty chemical-resistant coatings, food-grade packaging, industrial containers, specialty packaging materials, or any other products or services that are the same as, substantially similar to, or directly competitive with, those offered by the Business, within the Restricted Territory;

(c) establish, organize, acquire (whether by purchase, merger, consolidation, or otherwise), or invest in (whether through equity, debt, or any other financial instrument or arrangement) any entity, business, or venture that conducts, or intends to conduct, a Competing Business within the Restricted Territory;

(d) serve as, or agree to serve as, an officer, director, manager, member, partner, employee, agent, consultant, advisor, independent contractor, or representative of, or in any other capacity for, any Competing Business within the Restricted Territory;

(e) lend or permit the use of Horvath's name, likeness, reputation, industry expertise, or personal goodwill to or for the benefit of any Competing Business within the Restricted Territory;

(f) provide any financial, operational, strategic, technical, or managerial assistance, advice, or support to any Competing Business within the Restricted Territory; or

(g) enter into any agreement, arrangement, or understanding (whether written or oral, formal or informal) with any Person to do any of the foregoing.

For purposes of clarity, the restrictions set forth in this Section 2.1 shall apply regardless of whether Horvath's involvement with a Competing Business is compensated or uncompensated, and regardless of the form or structure of such involvement. The Parties acknowledge that the scope, duration, and geographic extent of the non-competition covenant set forth in this Section 2.1 are reasonable and necessary to protect Buyer's legitimate business interests, including, without limitation, the goodwill, Confidential Information, customer relationships, supplier relationships, and employee relationships acquired by Buyer in the Transaction, and to ensure that Buyer receives the full benefit of the bargain reflected in the APA and the purchase price paid by Buyer in connection therewith.

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 on a national securities exchange (including, without limitation, the New York Stock Exchange or the Nasdaq Stock Market) or are quoted on an established over-the-counter trading market, even if such Person is, or is affiliated with, a Competing Business, provided that Horvath does not exercise any management, operational, or advisory role with respect to such Person and does not serve as an officer, director, manager, employee, consultant, or advisor of or to such Person.

(b) Scheduled Investments. The ownership and maintenance of any passive investments held by Horvath as of the Closing Date that are disclosed on Schedule A attached hereto and incorporated herein by reference; provided, however, that (i) such investments are and remain passive in nature, (ii) Horvath does not increase his ownership interest in any such investment beyond the level disclosed on Schedule A, (iii) Horvath does not exercise any management, operational, or advisory role with respect to any such investment, and (iv) Horvath does not serve as an officer, director, manager, employee, consultant, or advisor of or to any entity in which he holds such an investment.

(c) Civic and Charitable Activities. Service by Horvath on the board of directors or advisory board of, or as a volunteer for, any civic, charitable, educational, religious, or philanthropic organization, provided that such organization does not compete, directly or indirectly, with the Business.

(d) Activities Approved by Buyer. Any activity that has been expressly approved in writing by an authorized officer of Buyer. Any such approval may be granted, withheld, conditioned, or revoked in Buyer's sole and absolute discretion.

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 otherwise approach any Customer for the purpose of (i) diverting, enticing, or otherwise taking away from Buyer or any of its affiliates any business, revenue, patronage, or orders of such Customer relating to the Business, or (ii) offering or providing to such Customer any products or services that are the same as, substantially similar to, or directly competitive with, the products or services offered by the Business; or

(b) encourage, induce, attempt to induce, or assist any third party in encouraging, inducing, or attempting to induce, any Customer to reduce, curtail, cancel, withdraw, or cease doing business with Buyer or any of its affiliates, or to otherwise modify its business relationship with Buyer or any of its affiliates in a manner adverse to Buyer or any of its affiliates.

The restrictions set forth in this Section 3.1 shall apply to all Customers, including, without limitation, the ten (10) largest customers of the Business as measured by trailing twelve-month revenue (which ten (10) customers collectively account for approximately sixty-two percent (62%) of the Business's trailing twelve-month revenue). Horvath acknowledges that, given his four-decade tenure as founder and President of the Business, he has developed deep personal relationships with many of these Customers, and that these relationships represent a significant component of the goodwill and business value being acquired by Buyer in the Transaction.

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 cease or materially reduce its supply of goods, materials, or services to Buyer or any of its affiliates with respect to the Business;

(b) solicit, induce, or attempt to induce any Supplier to divert, redirect, or reallocate to any Competing Business or any other third party any goods, materials, or services that such Supplier has historically provided, or is committed to providing, to the Business;

(c) solicit, induce, or attempt to induce any Supplier to change, alter, or modify the terms and conditions upon which such Supplier deals with Buyer or any of its affiliates in a manner adverse to Buyer or any of its affiliates, including, without limitation, with respect to pricing, payment terms, delivery schedules, volume allocations, or quality specifications; or

(d) encourage, induce, or attempt to induce any Supplier to breach or terminate any contractual or other business relationship with Buyer or any of its affiliates with respect to the Business.

The restrictions set forth in this Section 3.2 shall apply to all Suppliers, including, without limitation, Consolidated Linerboard Corp. (the principal containerboard and linerboard supplier to the Business), and all other key raw material suppliers, equipment vendors, logistics providers, and service providers upon which the Business depends for its continued operations. Horvath acknowledges that his longstanding personal relationships with key Suppliers, including Consolidated Linerboard Corp., were developed in his capacity as founder and President of the Business and constitute material assets and goodwill being acquired by Buyer.

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, or attempt to solicit, recruit, hire, engage, or retain any Employee, or otherwise offer or provide employment, engagement, or retention incentives to any Employee;

(ii) encourage, induce, or attempt to induce any Employee to terminate, resign from, or otherwise alter or modify his or her employment or engagement with Buyer or any of its affiliates, or to breach any obligation owed by such Employee to Buyer or any of its affiliates; or

(iii) facilitate, assist, or participate in any effort by any third party to solicit, recruit, hire, engage, or retain any Employee, or to encourage or induce any Employee to terminate, resign from, or otherwise alter his or her employment or engagement with Buyer or any of its affiliates.

(b) The restrictions set forth in this Section 3.3 shall apply to all Employees, including, without limitation, all approximately three hundred forty (340) employees at the Butler facility (approximately two hundred ninety (290) employees) and the Meadville facility (approximately fifty (50) employees), including those employees covered by the collective bargaining agreement with International Paperworkers Union Local 814. Horvath acknowledges that these Employees, many of whom have worked for the Business for significant periods of time and possess specialized skills and institutional knowledge, represent a critical asset of the Business being acquired by Buyer.

(c) Exception for General Solicitations. Notwithstanding the foregoing, general solicitations of employment that are not specifically targeted at Employees — including, without limitation, newspaper advertisements, online job postings on general employment websites (such as Westmark Health IT, Indeed, or similar platforms), and postings on Horvath's personal or professional websites, if any — shall not constitute a violation of this Section 3.3; provided, however, that Horvath shall not knowingly hire, engage, or retain any Person who responds to any such general solicitation and who was an Employee at any time within the six (6)-month period immediately preceding such hiring, engagement, or retention.

ARTICLE IV — CONFIDENTIALITY

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 own account or for the benefit of any Person other than Buyer and its affiliates, any Confidential Information. This obligation of non-disclosure and non-use shall survive the expiration or termination of the Restricted Period and shall continue in perpetuity (or, if perpetual enforcement is not permitted under applicable law, for the maximum period permitted by applicable law).

Without limiting the generality of the foregoing, Horvath specifically acknowledges and agrees that the following categories of Confidential Information are of particular sensitivity and value to Buyer and require the highest degree of protection:

(a) all proprietary formulations, recipes, and specifications for the Business's specialty chemical-resistant coatings, including the specific chemical compositions, application methodologies, curing processes, and performance characteristics thereof;

(b) all proprietary processes, methodologies, and specifications for the Business's food-grade packaging products, including compliance protocols, regulatory certifications, and testing procedures;

(c) all customer lists, customer contact information, customer purchasing history, customer pricing arrangements (including negotiated discounts and volume rebates), and other customer-specific data;

(d) all supplier and vendor information, including the terms and conditions of supply agreements, negotiated pricing, volume commitments, and the identity and contact information of key supplier personnel; and

(e) all manufacturing know-how, process engineering data, production efficiency metrics, equipment configurations, and quality control protocols.

Horvath acknowledges that the Confidential Information described herein constitutes valuable trade secrets and proprietary information of the Business, that such Confidential Information has been developed over the course of more than four decades through significant investment of time, effort, and resources, and that the unauthorized disclosure or use of such Confidential Information would cause substantial and irreparable harm to Buyer and the Business.

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, judgment, or decree of any court, arbitrator, or governmental authority of competent jurisdiction; provided, however, that Horvath shall (i) provide Buyer with prompt written notice of such requirement (to the extent legally permissible and practicable under the circumstances), including a description of the Confidential Information to be disclosed and the identity of the requesting party, sufficiently in advance of any required disclosure to afford Buyer a reasonable opportunity to seek a protective order, confidential treatment, or other appropriate remedy, (ii) cooperate with Buyer, at Buyer's expense, in seeking such protective order or other remedy, and (iii) disclose only such portion of the Confidential Information as is legally required to be disclosed, and shall use commercially reasonable efforts to ensure that confidential treatment is accorded to such disclosed information.

(b) Disclosure to Advisors. Disclosure by Horvath to his personal legal counsel, tax advisors, and financial advisors, solely on a need-to-know basis and solely for the purpose of obtaining legal, tax, or financial advice in connection with Horvath's personal affairs; provided, however, that (i) such advisors are informed of the confidential nature of the Confidential Information and are bound by written confidentiality obligations no less restrictive than those set forth in this Agreement (or are subject to professional obligations of confidentiality under applicable law or professional rules of conduct), and (ii) Horvath shall be responsible for any breach of confidentiality by any such advisor.

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, computer files, electronic media, and any and all other materials and property (whether in physical or electronic form, including any materials stored on personal computers, mobile devices, cloud storage services, email accounts, or other electronic platforms) in Horvath's possession, custody, or control that contain, reflect, embody, or are derived from Confidential Information; and

(ii) permanently delete and destroy all electronic copies, files, and data containing or reflecting Confidential Information from all computers, mobile devices, cloud storage accounts, email accounts, backup systems, and other electronic media or platforms in Horvath's possession, custody, or control.

(b) Promptly following such return and destruction, Horvath shall deliver to Buyer a written certification, signed by Horvath, confirming that he has fully complied with his obligations under this Section 4.3 and that he has not retained any copies, summaries, excerpts, or reproductions of any Confidential Information in any form or medium.

(c) Notwithstanding the foregoing, Horvath may retain (i) copies of his personal tax returns, personal financial records, and personal correspondence, even if such materials contain or reference Confidential Information, and (ii) one (1) copy of this Agreement and the other Transaction documents to which he is a party, in each case subject to the ongoing confidentiality obligations set forth in this Article IV.

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 (regardless of whether enforcement is sought in a proceeding at law or in equity).

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 or imposition of any lien or encumbrance upon any of Horvath's properties or assets, or (c) violate any applicable law, statute, regulation, rule, or ordinance.

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 aspect of the Business, including, without limitation, its operations, products, services, manufacturing processes, trade secrets, proprietary formulations, customer and supplier relationships, pricing strategies, competitive position, and industry dynamics.

(b) Horvath's knowledge, expertise, and personal relationships constitute a material and valuable component of the goodwill and business value being acquired by Buyer in the Transaction.

(c) The restrictions and covenants contained in this Agreement, including the scope, duration, and geographic extent thereof, are reasonable and necessary to protect the legitimate business interests of Buyer, including, without limitation, the goodwill, Confidential Information, customer relationships, supplier relationships, and employee relationships being acquired by Buyer, and to ensure that Buyer receives the full benefit of the bargain reflected in the APA and the purchase price paid in connection therewith.

(d) The restrictions and covenants contained in this Agreement will not impose an undue hardship on Horvath, given his intended retirement following the Closing, the absence of any post-Closing employment obligation, and the substantial consideration received by Horvath in connection with the Transaction.

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 adequate, independent, and valuable consideration for the covenants, restrictions, and obligations set forth in this Agreement, separate and apart from any other consideration received by Horvath in connection with the Transaction. Horvath further acknowledges that he has had the opportunity to consult with legal counsel and financial advisors of his choosing in connection with the negotiation and execution of this Agreement, and that he has entered into this Agreement voluntarily and with full knowledge and understanding of its terms and effects.

ARTICLE VI — REMEDIES

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 of such harm and injury would be difficult or impossible to ascertain. Accordingly, in the event of any such breach or threatened breach, Buyer shall be entitled, in addition to any and all other remedies available to Buyer at law or in equity (including, without limitation, the remedies set forth in Sections 6.2, 6.3, and 6.4 of this Agreement and any remedies available under the APA), to seek and obtain temporary, preliminary, and permanent injunctive relief and orders of specific performance from any court of competent jurisdiction to enforce, or prevent or restrain any violation of, the covenants, restrictions, and obligations set forth in this Agreement, in each case without the necessity of (a) proving actual damages or the inadequacy of monetary damages, (b) posting any bond, undertaking, or other security (to the extent permitted by applicable law), or (c) establishing any other prerequisite to equitable relief. The pursuit of injunctive relief or specific performance by Buyer shall not constitute a waiver of any other right or remedy available to Buyer, whether at law, in equity, or otherwise.

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 violation first commenced to the date such violation is fully and permanently cured or terminated), so that Buyer shall receive the full benefit of the Restricted Period as originally contemplated by this Agreement. This tolling provision shall apply in addition to, and not in lieu of, any other remedies available to Buyer under this Agreement, the APA, or applicable law.

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 foregoing, Buyer may pursue indemnification claims under Article X of the APA (or any other applicable provision of the APA) in addition to, and concurrently with, the remedies set forth in this Agreement. No exercise of, or failure to exercise, any right or remedy by Buyer shall preclude the exercise of any other right or remedy, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

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 economic gains of any kind directly or indirectly derived by Horvath, or by any Person acting on Horvath's behalf or in concert with Horvath, from or in connection with such breach. Horvath shall cooperate fully with Buyer in any proceeding or audit conducted to determine the amount of such profits, compensation, and benefits.

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, legality, or enforceability of any other provision or portion of this Agreement, and the remaining provisions and portions of this Agreement shall continue in full force and effect. The Parties further agree that any provision held invalid, illegal, or unenforceable shall be reformed to the minimum extent necessary to render it valid, legal, and enforceable, while preserving the Parties' original intent to the maximum extent possible.

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, request, and direct such court or arbitrator to reform, modify, or reduce such restriction, covenant, or obligation to the minimum extent necessary to render it reasonable and enforceable under applicable law, and such restriction, covenant, or obligation as so reformed, modified, or reduced shall thereupon be binding upon the Parties and shall be enforceable in accordance with its terms as so reformed, modified, or reduced. The Parties acknowledge and agree that the intent of this Section 7.2 is to ensure the maximum enforceability of the covenants contained in this Agreement consistent with applicable law.

Horvath hereby agrees that he will not raise, assert, or otherwise advance, in any judicial, arbitral, or administrative proceeding, a claim, argument, or defense that the covenants, restrictions, and obligations set forth in this Agreement are unreasonable, overbroad, or otherwise unenforceable. Horvath acknowledges that the restrictions contained herein were negotiated at arm's length, that Horvath was represented by independent legal counsel in connection with such negotiations, and that the scope, duration, and geographic extent of such restrictions are reasonable and appropriate in light of all relevant facts and circumstances, including the nature and scope of the Transaction, the consideration received by Horvath, and Horvath's intended retirement.

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 acknowledge that the selection of New York law is consistent with the governing law provision of the APA and reflects the Parties' intention that all Transaction documents be subject to a single, uniform body of governing law.

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 Manhattan, City of New York, New York, for purposes of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (each, a "Proceeding"). Each Party hereby irrevocably and unconditionally waives (A) any objection that it may now or hereafter have to the laying of venue of any Proceeding in any such court, and (B) any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that a final judgment in any such Proceeding may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable law.

(b) Service of Process. Each Party irrevocably consents to service of process in any Proceeding in any manner permitted by applicable law. Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by applicable law.

(c) WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, COUNTERCLAIM, CROSS-CLAIM, OR THIRD-PARTY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION, EXECUTION, DELIVERY, OR PERFORMANCE OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THIS WAIVER IN THE EVENT OF A PROCEEDING, (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.2(c).

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 Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), with all charges prepaid, for next-business-day delivery, (c) five (5) business days following deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid, or (d) upon transmission by email (with confirmation of receipt), in each case addressed to the intended recipient at the address set forth below (or at such other address as may be designated by a Party by Notice given to the other Parties in accordance with this Section 8.3):

If to Buyer:

Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, Ohio 44308

Attention: Sandra K. Liu, General Counsel

Email: sliu@crestlinepackaging.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022

Attention: Harrison Wexford, Esq.

Email: hwexford@calderwoodharkness.com

If to Horvath:

Gerald W. Horvath 742 Sunridge Lane Butler, Pennsylvania 16001

Email: ghorvath@personalmail.com

with a copy (which shall not constitute notice) to:

Broadmoor Strauss & Kline LLP 600 Grant Street, Suite 4200 Pittsburgh, Pennsylvania 15219

Attention: Nathan R. Feldstein, Esq.

Email: nfeldstein@bsklaw.com

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 negotiations, discussions, representations, warranties, commitments, offers, proposals, contracts, and understandings of any kind, whether written or oral, between the Parties (or any of their respective representatives) relating to the subject matter hereof. No Party shall have any liability or obligation to any other Party for any representation, warranty, promise, or other matter that is not expressly set forth in this Agreement or in the APA.

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 failure or delay by Buyer or any of its affiliates in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by the waiving Party. A waiver of any provision or right under this Agreement on one occasion shall not be deemed a waiver of such provision or right on any subsequent occasion.

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 Horvath in violation of this Section 8.6(a) shall be null, void, and of no force or effect.

(b) Buyer. Buyer may freely assign, delegate, transfer, or otherwise dispose of this Agreement, or any of its rights, interests, or obligations hereunder, in whole or in part, without the consent of Horvath, to (i) any affiliate of Buyer (including Ridgeway Capital Partners Fund III, LP, or any portfolio company thereof), (ii) any successor to all or substantially all of Buyer's business or assets (whether by merger, consolidation, acquisition, sale, or otherwise), or (iii) any assignee or transferee of all or substantially all of the assets of the Business. In the event of any such assignment, the assignee or transferee shall expressly assume all of Buyer's rights and obligations under this Agreement, and such assignment shall not relieve Buyer of its obligations hereunder unless the assignee expressly assumes such obligations in a written instrument delivered to Horvath.

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 equitable right, benefit, remedy, claim, or cause of action of any kind under or by reason of this Agreement.

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 effective as delivery of a manually executed counterpart of this Agreement, and each Party hereby waives any argument or defense that a signature delivered by such means is not valid or binding.

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 matter hereof (including, without limitation, the scope, duration, and geographic extent of the non-competition, non-solicitation, and confidentiality covenants), the terms and provisions of this Agreement shall control and govern.

Notwithstanding anything to the contrary contained herein, in the event that the APA is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically and immediately terminate and shall be of no further force or effect, and no Party shall have any liability or obligation to any other Party under this Agreement; provided, however, that such termination shall not affect any rights or obligations of the Parties arising under the APA with respect to such termination.

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 based on contract, tort, equity, or any other legal or equitable theory), shall not constitute a defense, set-off, or counterclaim to Buyer's enforcement of the covenants, restrictions, and obligations set forth in this Agreement, and shall not relieve Horvath of his obligations hereunder or entitle Horvath to seek to limit, defer, or otherwise avoid compliance with the terms and provisions of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Non-Competition and Non-Solicitation Agreement as of the date first written above.

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Thomas R. Garner

Title: Chief Executive Officer

Date: ________

GERALD W. HORVATH, individually

________________________________________

Gerald W. Horvath

Date: ________

Address for Notices: 742 Sunridge Lane Butler, Pennsylvania 16001

SCHEDULE A

EXISTING PERMITTED INVESTMENTS

(Section 2.2(b))

The following is a list of all passive investments held by Gerald W. Horvath as of the Closing Date that are permitted under Section 2.2(b) of the Non-Competition and Non-Solicitation Agreement. Horvath represents and warrants that the investments listed below are complete and accurate, and that he does not hold any other investments in any Competing Business other than as disclosed below:

Note: This Schedule A is to be populated based on disclosure from Gerald W. Horvath prior to or at the Closing. In the event that Horvath does not hold any passive investments in any Competing Business as of the Closing Date, this Schedule A shall be marked "None" and signed by Horvath.

Acknowledged and confirmed by:

________________________________________

Gerald W. Horvath

Date: ________

No.	Entity Name	Type of Investment	Approximate Ownership Percentage	Nature of Business
1.	[To be completed prior to or at Closing]
2.	[To be completed prior to or at Closing]
3.	[To be completed prior to or at Closing]

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") is made and entered into as of July 31, 2025 (the "Effective Date"), by and between:
CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company, with its principal offices at 4100 Commerce Parkway, Suite 800, Akron, Ohio 44308 (hereinafter referred to as "Buyer," "Crestline," or "CPS"); and
GERALD W. HORVATH, an individual residing in Butler, Pennsylvania (hereinafter referred to as the "Restricted Party" or "Horvath").
Buyer and Horvath are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. Buyer and Allegheny Valley Packaging, Inc., a Pennsylvania corporation (the "Seller" or "AVP"), with its principal offices located at 250 Industrial Boulevard, Butler, Pennsylvania 16001, have entered into that certain Asset Purchase Agreement dated as of June 15, 2025 (as amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "APA"), pursuant to which Buyer is acquiring substantially all of the assets of Seller used in or relating to the Business (as defined below) for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to the adjustments, terms, and conditions set forth in the APA (the "Transaction");
B. Horvath is the founder, President, and chief executive of Seller and is the holder of approximately seventy-two percent (72%) of the issued and outstanding shares of capital stock of Seller. The remaining shares of Seller's capital stock are held by Patricia A. Horvath (approximately eighteen percent (18%)) and Michael G. Horvath (approximately ten percent (10%)). As such, Horvath is the controlling and majority shareholder of Seller and has been the primary driving force behind the development, growth, and success of the Business since its founding;
C. Horvath has been integrally involved in the management, day-to-day operations, and strategic direction of the Business for over four decades. During this time, Horvath has developed and maintained extensive personal relationships with Customers, Suppliers, and Employees of the Business, and possesses unique, specialized, and extensive knowledge of the Seller's trade secrets, proprietary formulations (including, without limitation, specialty chemical-resistant coatings and food-grade packaging processes), customer lists, vendor and supplier relationships, pricing strategies, manufacturing processes, competitive intelligence, and other Confidential Information, all of which are of significant and substantial value to Buyer in connection with the Transaction;
D. Horvath will receive substantial consideration 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 entitlement to a corresponding portion of the aggregate purchase price of $180,000,000. The economic benefits accruing to Horvath as a direct result of the Transaction constitute independent, adequate, and valuable consideration for the covenants and agreements set forth in this Agreement;
E. Following the Closing (as defined below), Horvath intends to retire from active involvement in the packaging industry. Horvath will not serve as an employee, officer, director, consultant, or independent contractor of Buyer, Seller, or any of their respective affiliates following the Closing Date, and accordingly, there is no post-Closing employment, consulting, or transition services arrangement between Horvath and Buyer;
F. Buyer's willingness to consummate the transactions contemplated by the APA is expressly conditioned upon Horvath's execution and delivery of this Agreement at or prior to the Closing. This Agreement constitutes a material inducement to Buyer to enter into the APA and to consummate the Transaction, and Buyer would not have entered into the APA or agreed to consummate the Transaction absent Horvath's agreement to be bound by the covenants and restrictions set forth herein;
G. Buyer is a portfolio company of Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership ("Ridgeway"), a private equity fund with significant investments in the packaging and industrial materials sectors. As of the date hereof, Buyer operates six (6) manufacturing plants located in Ohio, Indiana, and Kentucky, and, upon consummation of the Transaction, will also operate the facilities acquired from Seller in Butler and Meadville, Pennsylvania. Buyer's trailing twelve-month revenue is approximately Six Hundred Twenty Million Dollars ($620,000,000), generated across its corrugated packaging, industrial container, and specialty packaging materials business lines. The acquisition of Seller's Business represents a material expansion of Buyer's operations and geographic footprint; and
H. The APA is governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law principles. The Parties desire that this Agreement also be governed by and construed in accordance with the laws of the State of New York for purposes of consistency and to ensure uniform interpretation of the Transaction documents.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the consummation of the transactions contemplated by the APA, the substantial consideration to be received by Horvath in connection therewith, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties hereby agree as follows:
ARTICLE I — DEFINITIONS
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, marketing, distributing, licensing, and selling corrugated containers, folding cartons, specialty chemical-resistant coatings, food-grade packaging, industrial containers, and specialty packaging materials, as well as all ancillary and related activities, services, and products, in each case as conducted by Seller at any time during the two (2)-year period immediately preceding the Closing Date. For the avoidance of doubt, the definition of "Business" encompasses all product lines, service offerings, and business activities in which Seller has engaged during such two (2)-year period, whether or not such activities constituted a principal or material portion of Seller's overall operations.
"Closing" has the meaning ascribed to such term in the APA.
"Closing Date" has the meaning ascribed to such term in the APA. The Closing Date is estimated to be July 31, 2025.
"Competing Business" means (a) any Person engaged in, or (b) any division, business unit, operating segment, department, or other organizational component of any Person that is engaged in, the Business or any material aspect thereof, anywhere within the Restricted Territory. For purposes of this definition, a Person shall be deemed to be engaged in the Business or any material aspect thereof if such Person designs, develops, manufactures, produces, markets, distributes, licenses, or sells any products or services that are the same as, or substantially similar to, or directly competitive with, the products or services offered by the Business at any time during the two (2)-year period immediately preceding the Closing Date.
"Confidential Information" means all non-public, proprietary, or confidential information, data, knowledge, and know-how relating to the Business, in whatever form or medium, whether written, oral, electronic, visual, or otherwise, including, without limitation: (i) trade secrets; (ii) proprietary formulations, recipes, and specifications (including, without limitation, chemical-resistant coating formulations, food-grade packaging process methodologies, adhesive compositions, and barrier layer technologies); (iii) customer lists, customer data, customer preferences, and customer purchasing patterns; (iv) vendor and supplier information, including relationships with Consolidated Linerboard Corp. and other key suppliers, as well as the terms and conditions of supply agreements; (v) pricing strategies, pricing models, discount structures, and margin analyses; (vi) manufacturing processes, production techniques, equipment specifications, and quality control procedures; (vii) technical data, engineering drawings, product designs, and research and development information; (viii) financial information, including historical and projected revenue, cost structures, profitability analyses, and budget data; (ix) business plans, strategic plans, market analyses, and competitive intelligence; (x) marketing strategies, sales methodologies, and promotional materials; (xi) personnel data, compensation information, and organizational charts; and (xii) any other information that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who could obtain economic value from its disclosure or use. Notwithstanding the foregoing, "Confidential Information" shall not include information that: (A) is or becomes publicly available or generally known in the relevant industry other than as a result of, directly or indirectly, any disclosure, dissemination, or other action or omission by Horvath in breach of this Agreement; (B) was already in Horvath's possession without any duty or obligation of confidentiality prior to Horvath's receipt of such information from Seller, Buyer, or any of their respective representatives, as evidenced by Horvath's contemporaneous written records; or (C) is independently developed by Horvath without reference to, reliance upon, or use of any Confidential Information, as evidenced by Horvath's contemporaneous written records.
"Customer" means any Person who (a) was a customer or client of the Business at any time during the two (2)-year period immediately preceding the Closing Date, (b) was actively being solicited or pursued as a prospective customer by Seller or any of its representatives at any time during the one (1)-year period immediately preceding the Closing Date, or (c) had an active contract, purchase order, or ongoing business relationship with the Business as of the Closing Date. For the avoidance of doubt, "Customer" includes, without limitation, the ten (10) largest customers of the Business as measured by trailing twelve-month revenue (which ten (10) customers collectively account for approximately sixty-two percent (62%) of the Business's trailing twelve-month revenue as of the date of the APA).
"Employee" means any individual who is or was employed by Seller, or who, following the Closing, is employed by Buyer or any of its affiliates with respect to the Acquired Assets (as defined in the APA), in each case at any time during the one (1)-year period immediately preceding the Closing Date. For the avoidance of doubt, "Employee" includes all approximately three hundred forty (340) employees at the Butler facility (approximately two hundred ninety (290) employees) and the Meadville facility (approximately fifty (50) employees), including, without limitation, salaried employees, hourly employees, part-time employees, and those employees covered by the collective bargaining agreement with International Paperworkers Union Local 814, as well as any temporary or contract workers engaged through Seller for a continuous period of ninety (90) days or more.
"Person" means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental entity or agency, or any other entity of any kind or nature.
"Restricted Period" means the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date. The Parties acknowledge and agree that the five (5)-year duration of the Restricted Period is reasonable and appropriate in light of (a) Horvath's retirement from the Business and the absence of any post-Closing employment, consulting, or transition services obligation, (b) the substantial consideration received by Horvath as the holder of approximately seventy-two percent (72%) of Seller's capital stock in connection with the Transaction, (c) Horvath's four-decade tenure as founder and President of the Business and his unique and extensive knowledge of the Business's trade secrets, Confidential Information, customer relationships, and competitive position, and (d) the significant investment made by Buyer in connection with the Transaction and Buyer's legitimate need to protect the goodwill and value of the acquired Business.
"Restricted Territory" means (a) the United States of America, including all fifty (50) states, the District of Columbia, and all territories and possessions, and (b) Canada, including all provinces and territories. The Parties acknowledge and agree that this geographic scope is reasonable and necessary because (i) the Business has historically sold its products and services to customers located throughout the United States and Canada, (ii) Buyer (through its existing operations and those acquired from Seller) operates manufacturing plants across Ohio, Indiana, Kentucky, and Pennsylvania, and serves customers across the United States and Canada, and (iii) Horvath's knowledge of the Business, its Confidential Information, and its customer and supplier relationships extends throughout the United States and Canada.
"Seller" means Allegheny Valley Packaging, Inc., a Pennsylvania corporation.
"Supplier" means any Person who was a supplier, vendor, or service provider to the Business at any time during the two (2)-year period immediately preceding the Closing Date, including, without limitation, suppliers of raw materials (such as containerboard, linerboard, corrugating medium, inks, adhesives, and chemical feedstocks), equipment and machinery suppliers, maintenance and repair service providers, logistics and transportation providers, and any other third party providing goods or services material to the operations of the Business.
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 herein shall include the masculine, feminine, and neuter, and the singular shall include the plural and vice versa.
(d) The words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation."
(e) The words "hereof," "herein," "hereunder," "hereby," and "herewith," and words of similar import, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(f) References to "Articles," "Sections," and "Schedules" shall be deemed references to Articles, Sections, and Schedules of or to this Agreement unless the context otherwise requires.
(g) The use of the word "or" is not exclusive.
(h) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any provision to be drafted.
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 capacity whatsoever:
(a) own, manage, operate, control, finance, or participate in the ownership, management, operation, control, or financing of any Competing Business within the Restricted Territory;
(b) engage in, carry on, or assist in the design, development, manufacture, production, marketing, distribution, licensing, or sale of corrugated containers, folding cartons, specialty chemical-resistant coatings, food-grade packaging, industrial containers, specialty packaging materials, or any other products or services that are the same as, substantially similar to, or directly competitive with, those offered by the Business, within the Restricted Territory;
(c) establish, organize, acquire (whether by purchase, merger, consolidation, or otherwise), or invest in (whether through equity, debt, or any other financial instrument or arrangement) any entity, business, or venture that conducts, or intends to conduct, a Competing Business within the Restricted Territory;
(d) serve as, or agree to serve as, an officer, director, manager, member, partner, employee, agent, consultant, advisor, independent contractor, or representative of, or in any other capacity for, any Competing Business within the Restricted Territory;
(e) lend or permit the use of Horvath's name, likeness, reputation, industry expertise, or personal goodwill to or for the benefit of any Competing Business within the Restricted Territory;
(f) provide any financial, operational, strategic, technical, or managerial assistance, advice, or support to any Competing Business within the Restricted Territory; or
(g) enter into any agreement, arrangement, or understanding (whether written or oral, formal or informal) with any Person to do any of the foregoing.
For purposes of clarity, the restrictions set forth in this Section 2.1 shall apply regardless of whether Horvath's involvement with a Competing Business is compensated or uncompensated, and regardless of the form or structure of such involvement. The Parties acknowledge that the scope, duration, and geographic extent of the non-competition covenant set forth in this Section 2.1 are reasonable and necessary to protect Buyer's legitimate business interests, including, without limitation, the goodwill, Confidential Information, customer relationships, supplier relationships, and employee relationships acquired by Buyer in the Transaction, and to ensure that Buyer receives the full benefit of the bargain reflected in the APA and the purchase price paid by Buyer in connection therewith.
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 on a national securities exchange (including, without limitation, the New York Stock Exchange or the Nasdaq Stock Market) or are quoted on an established over-the-counter trading market, even if such Person is, or is affiliated with, a Competing Business, provided that Horvath does not exercise any management, operational, or advisory role with respect to such Person and does not serve as an officer, director, manager, employee, consultant, or advisor of or to such Person.
(b) Scheduled Investments. The ownership and maintenance of any passive investments held by Horvath as of the Closing Date that are disclosed on Schedule A attached hereto and incorporated herein by reference; provided, however, that (i) such investments are and remain passive in nature, (ii) Horvath does not increase his ownership interest in any such investment beyond the level disclosed on Schedule A, (iii) Horvath does not exercise any management, operational, or advisory role with respect to any such investment, and (iv) Horvath does not serve as an officer, director, manager, employee, consultant, or advisor of or to any entity in which he holds such an investment.
(c) Civic and Charitable Activities. Service by Horvath on the board of directors or advisory board of, or as a volunteer for, any civic, charitable, educational, religious, or philanthropic organization, provided that such organization does not compete, directly or indirectly, with the Business.
(d) Activities Approved by Buyer. Any activity that has been expressly approved in writing by an authorized officer of Buyer. Any such approval may be granted, withheld, conditioned, or revoked in Buyer's sole and absolute discretion.
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 otherwise approach any Customer for the purpose of (i) diverting, enticing, or otherwise taking away from Buyer or any of its affiliates any business, revenue, patronage, or orders of such Customer relating to the Business, or (ii) offering or providing to such Customer any products or services that are the same as, substantially similar to, or directly competitive with, the products or services offered by the Business; or
(b) encourage, induce, attempt to induce, or assist any third party in encouraging, inducing, or attempting to induce, any Customer to reduce, curtail, cancel, withdraw, or cease doing business with Buyer or any of its affiliates, or to otherwise modify its business relationship with Buyer or any of its affiliates in a manner adverse to Buyer or any of its affiliates.
The restrictions set forth in this Section 3.1 shall apply to all Customers, including, without limitation, the ten (10) largest customers of the Business as measured by trailing twelve-month revenue (which ten (10) customers collectively account for approximately sixty-two percent (62%) of the Business's trailing twelve-month revenue). Horvath acknowledges that, given his four-decade tenure as founder and President of the Business, he has developed deep personal relationships with many of these Customers, and that these relationships represent a significant component of the goodwill and business value being acquired by Buyer in the Transaction.
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 cease or materially reduce its supply of goods, materials, or services to Buyer or any of its affiliates with respect to the Business;
(b) solicit, induce, or attempt to induce any Supplier to divert, redirect, or reallocate to any Competing Business or any other third party any goods, materials, or services that such Supplier has historically provided, or is committed to providing, to the Business;
(c) solicit, induce, or attempt to induce any Supplier to change, alter, or modify the terms and conditions upon which such Supplier deals with Buyer or any of its affiliates in a manner adverse to Buyer or any of its affiliates, including, without limitation, with respect to pricing, payment terms, delivery schedules, volume allocations, or quality specifications; or
(d) encourage, induce, or attempt to induce any Supplier to breach or terminate any contractual or other business relationship with Buyer or any of its affiliates with respect to the Business.
The restrictions set forth in this Section 3.2 shall apply to all Suppliers, including, without limitation, Consolidated Linerboard Corp. (the principal containerboard and linerboard supplier to the Business), and all other key raw material suppliers, equipment vendors, logistics providers, and service providers upon which the Business depends for its continued operations. Horvath acknowledges that his longstanding personal relationships with key Suppliers, including Consolidated Linerboard Corp., were developed in his capacity as founder and President of the Business and constitute material assets and goodwill being acquired by Buyer.
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, or attempt to solicit, recruit, hire, engage, or retain any Employee, or otherwise offer or provide employment, engagement, or retention incentives to any Employee;
(ii) encourage, induce, or attempt to induce any Employee to terminate, resign from, or otherwise alter or modify his or her employment or engagement with Buyer or any of its affiliates, or to breach any obligation owed by such Employee to Buyer or any of its affiliates; or
(iii) facilitate, assist, or participate in any effort by any third party to solicit, recruit, hire, engage, or retain any Employee, or to encourage or induce any Employee to terminate, resign from, or otherwise alter his or her employment or engagement with Buyer or any of its affiliates.
(b) The restrictions set forth in this Section 3.3 shall apply to all Employees, including, without limitation, all approximately three hundred forty (340) employees at the Butler facility (approximately two hundred ninety (290) employees) and the Meadville facility (approximately fifty (50) employees), including those employees covered by the collective bargaining agreement with International Paperworkers Union Local 814. Horvath acknowledges that these Employees, many of whom have worked for the Business for significant periods of time and possess specialized skills and institutional knowledge, represent a critical asset of the Business being acquired by Buyer.
(c) Exception for General Solicitations. Notwithstanding the foregoing, general solicitations of employment that are not specifically targeted at Employees — including, without limitation, newspaper advertisements, online job postings on general employment websites (such as Westmark Health IT, Indeed, or similar platforms), and postings on Horvath's personal or professional websites, if any — shall not constitute a violation of this Section 3.3; provided, however, that Horvath shall not knowingly hire, engage, or retain any Person who responds to any such general solicitation and who was an Employee at any time within the six (6)-month period immediately preceding such hiring, engagement, or retention.
ARTICLE IV — CONFIDENTIALITY
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 own account or for the benefit of any Person other than Buyer and its affiliates, any Confidential Information. This obligation of non-disclosure and non-use shall survive the expiration or termination of the Restricted Period and shall continue in perpetuity (or, if perpetual enforcement is not permitted under applicable law, for the maximum period permitted by applicable law).
Without limiting the generality of the foregoing, Horvath specifically acknowledges and agrees that the following categories of Confidential Information are of particular sensitivity and value to Buyer and require the highest degree of protection:
(a) all proprietary formulations, recipes, and specifications for the Business's specialty chemical-resistant coatings, including the specific chemical compositions, application methodologies, curing processes, and performance characteristics thereof;
(b) all proprietary processes, methodologies, and specifications for the Business's food-grade packaging products, including compliance protocols, regulatory certifications, and testing procedures;
(c) all customer lists, customer contact information, customer purchasing history, customer pricing arrangements (including negotiated discounts and volume rebates), and other customer-specific data;
(d) all supplier and vendor information, including the terms and conditions of supply agreements, negotiated pricing, volume commitments, and the identity and contact information of key supplier personnel; and
(e) all manufacturing know-how, process engineering data, production efficiency metrics, equipment configurations, and quality control protocols.
Horvath acknowledges that the Confidential Information described herein constitutes valuable trade secrets and proprietary information of the Business, that such Confidential Information has been developed over the course of more than four decades through significant investment of time, effort, and resources, and that the unauthorized disclosure or use of such Confidential Information would cause substantial and irreparable harm to Buyer and the Business.
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, judgment, or decree of any court, arbitrator, or governmental authority of competent jurisdiction; provided, however, that Horvath shall (i) provide Buyer with prompt written notice of such requirement (to the extent legally permissible and practicable under the circumstances), including a description of the Confidential Information to be disclosed and the identity of the requesting party, sufficiently in advance of any required disclosure to afford Buyer a reasonable opportunity to seek a protective order, confidential treatment, or other appropriate remedy, (ii) cooperate with Buyer, at Buyer's expense, in seeking such protective order or other remedy, and (iii) disclose only such portion of the Confidential Information as is legally required to be disclosed, and shall use commercially reasonable efforts to ensure that confidential treatment is accorded to such disclosed information.
(b) Disclosure to Advisors. Disclosure by Horvath to his personal legal counsel, tax advisors, and financial advisors, solely on a need-to-know basis and solely for the purpose of obtaining legal, tax, or financial advice in connection with Horvath's personal affairs; provided, however, that (i) such advisors are informed of the confidential nature of the Confidential Information and are bound by written confidentiality obligations no less restrictive than those set forth in this Agreement (or are subject to professional obligations of confidentiality under applicable law or professional rules of conduct), and (ii) Horvath shall be responsible for any breach of confidentiality by any such advisor.
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, computer files, electronic media, and any and all other materials and property (whether in physical or electronic form, including any materials stored on personal computers, mobile devices, cloud storage services, email accounts, or other electronic platforms) in Horvath's possession, custody, or control that contain, reflect, embody, or are derived from Confidential Information; and
(ii) permanently delete and destroy all electronic copies, files, and data containing or reflecting Confidential Information from all computers, mobile devices, cloud storage accounts, email accounts, backup systems, and other electronic media or platforms in Horvath's possession, custody, or control.
(b) Promptly following such return and destruction, Horvath shall deliver to Buyer a written certification, signed by Horvath, confirming that he has fully complied with his obligations under this Section 4.3 and that he has not retained any copies, summaries, excerpts, or reproductions of any Confidential Information in any form or medium.
(c) Notwithstanding the foregoing, Horvath may retain (i) copies of his personal tax returns, personal financial records, and personal correspondence, even if such materials contain or reference Confidential Information, and (ii) one (1) copy of this Agreement and the other Transaction documents to which he is a party, in each case subject to the ongoing confidentiality obligations set forth in this Article IV.
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 (regardless of whether enforcement is sought in a proceeding at law or in equity).
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 or imposition of any lien or encumbrance upon any of Horvath's properties or assets, or (c) violate any applicable law, statute, regulation, rule, or ordinance.
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 aspect of the Business, including, without limitation, its operations, products, services, manufacturing processes, trade secrets, proprietary formulations, customer and supplier relationships, pricing strategies, competitive position, and industry dynamics.
(b) Horvath's knowledge, expertise, and personal relationships constitute a material and valuable component of the goodwill and business value being acquired by Buyer in the Transaction.
(c) The restrictions and covenants contained in this Agreement, including the scope, duration, and geographic extent thereof, are reasonable and necessary to protect the legitimate business interests of Buyer, including, without limitation, the goodwill, Confidential Information, customer relationships, supplier relationships, and employee relationships being acquired by Buyer, and to ensure that Buyer receives the full benefit of the bargain reflected in the APA and the purchase price paid in connection therewith.
(d) The restrictions and covenants contained in this Agreement will not impose an undue hardship on Horvath, given his intended retirement following the Closing, the absence of any post-Closing employment obligation, and the substantial consideration received by Horvath in connection with the Transaction.
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 adequate, independent, and valuable consideration for the covenants, restrictions, and obligations set forth in this Agreement, separate and apart from any other consideration received by Horvath in connection with the Transaction. Horvath further acknowledges that he has had the opportunity to consult with legal counsel and financial advisors of his choosing in connection with the negotiation and execution of this Agreement, and that he has entered into this Agreement voluntarily and with full knowledge and understanding of its terms and effects.
ARTICLE VI — REMEDIES
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 of such harm and injury would be difficult or impossible to ascertain. Accordingly, in the event of any such breach or threatened breach, Buyer shall be entitled, in addition to any and all other remedies available to Buyer at law or in equity (including, without limitation, the remedies set forth in Sections 6.2, 6.3, and 6.4 of this Agreement and any remedies available under the APA), to seek and obtain temporary, preliminary, and permanent injunctive relief and orders of specific performance from any court of competent jurisdiction to enforce, or prevent or restrain any violation of, the covenants, restrictions, and obligations set forth in this Agreement, in each case without the necessity of (a) proving actual damages or the inadequacy of monetary damages, (b) posting any bond, undertaking, or other security (to the extent permitted by applicable law), or (c) establishing any other prerequisite to equitable relief. The pursuit of injunctive relief or specific performance by Buyer shall not constitute a waiver of any other right or remedy available to Buyer, whether at law, in equity, or otherwise.
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 violation first commenced to the date such violation is fully and permanently cured or terminated), so that Buyer shall receive the full benefit of the Restricted Period as originally contemplated by this Agreement. This tolling provision shall apply in addition to, and not in lieu of, any other remedies available to Buyer under this Agreement, the APA, or applicable law.
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 foregoing, Buyer may pursue indemnification claims under Article X of the APA (or any other applicable provision of the APA) in addition to, and concurrently with, the remedies set forth in this Agreement. No exercise of, or failure to exercise, any right or remedy by Buyer shall preclude the exercise of any other right or remedy, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
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 economic gains of any kind directly or indirectly derived by Horvath, or by any Person acting on Horvath's behalf or in concert with Horvath, from or in connection with such breach. Horvath shall cooperate fully with Buyer in any proceeding or audit conducted to determine the amount of such profits, compensation, and benefits.
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, legality, or enforceability of any other provision or portion of this Agreement, and the remaining provisions and portions of this Agreement shall continue in full force and effect. The Parties further agree that any provision held invalid, illegal, or unenforceable shall be reformed to the minimum extent necessary to render it valid, legal, and enforceable, while preserving the Parties' original intent to the maximum extent possible.
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, request, and direct such court or arbitrator to reform, modify, or reduce such restriction, covenant, or obligation to the minimum extent necessary to render it reasonable and enforceable under applicable law, and such restriction, covenant, or obligation as so reformed, modified, or reduced shall thereupon be binding upon the Parties and shall be enforceable in accordance with its terms as so reformed, modified, or reduced. The Parties acknowledge and agree that the intent of this Section 7.2 is to ensure the maximum enforceability of the covenants contained in this Agreement consistent with applicable law.
Horvath hereby agrees that he will not raise, assert, or otherwise advance, in any judicial, arbitral, or administrative proceeding, a claim, argument, or defense that the covenants, restrictions, and obligations set forth in this Agreement are unreasonable, overbroad, or otherwise unenforceable. Horvath acknowledges that the restrictions contained herein were negotiated at arm's length, that Horvath was represented by independent legal counsel in connection with such negotiations, and that the scope, duration, and geographic extent of such restrictions are reasonable and appropriate in light of all relevant facts and circumstances, including the nature and scope of the Transaction, the consideration received by Horvath, and Horvath's intended retirement.
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 acknowledge that the selection of New York law is consistent with the governing law provision of the APA and reflects the Parties' intention that all Transaction documents be subject to a single, uniform body of governing law.
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 Manhattan, City of New York, New York, for purposes of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (each, a "Proceeding"). Each Party hereby irrevocably and unconditionally waives (A) any objection that it may now or hereafter have to the laying of venue of any Proceeding in any such court, and (B) any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that a final judgment in any such Proceeding may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by applicable law.
(b) Service of Process. Each Party irrevocably consents to service of process in any Proceeding in any manner permitted by applicable law. Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by applicable law.
(c) WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, COUNTERCLAIM, CROSS-CLAIM, OR THIRD-PARTY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NEGOTIATION, EXECUTION, DELIVERY, OR PERFORMANCE OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THIS WAIVER IN THE EVENT OF A PROCEEDING, (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.2(c).
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 Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), with all charges prepaid, for next-business-day delivery, (c) five (5) business days following deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid, or (d) upon transmission by email (with confirmation of receipt), in each case addressed to the intended recipient at the address set forth below (or at such other address as may be designated by a Party by Notice given to the other Parties in accordance with this Section 8.3):
If to Buyer:
Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, Ohio 44308
Attention: Sandra K. Liu, General Counsel
Email: sliu@crestlinepackaging.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022
Attention: Harrison Wexford, Esq.
Email: hwexford@calderwoodharkness.com
If to Horvath:
Gerald W. Horvath 742 Sunridge Lane Butler, Pennsylvania 16001
Email: ghorvath@personalmail.com
with a copy (which shall not constitute notice) to:
Broadmoor Strauss & Kline LLP 600 Grant Street, Suite 4200 Pittsburgh, Pennsylvania 15219
Attention: Nathan R. Feldstein, Esq.
Email: nfeldstein@bsklaw.com
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 negotiations, discussions, representations, warranties, commitments, offers, proposals, contracts, and understandings of any kind, whether written or oral, between the Parties (or any of their respective representatives) relating to the subject matter hereof. No Party shall have any liability or obligation to any other Party for any representation, warranty, promise, or other matter that is not expressly set forth in this Agreement or in the APA.
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 failure or delay by Buyer or any of its affiliates in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by the waiving Party. A waiver of any provision or right under this Agreement on one occasion shall not be deemed a waiver of such provision or right on any subsequent occasion.
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 Horvath in violation of this Section 8.6(a) shall be null, void, and of no force or effect.
(b) Buyer. Buyer may freely assign, delegate, transfer, or otherwise dispose of this Agreement, or any of its rights, interests, or obligations hereunder, in whole or in part, without the consent of Horvath, to (i) any affiliate of Buyer (including Ridgeway Capital Partners Fund III, LP, or any portfolio company thereof), (ii) any successor to all or substantially all of Buyer's business or assets (whether by merger, consolidation, acquisition, sale, or otherwise), or (iii) any assignee or transferee of all or substantially all of the assets of the Business. In the event of any such assignment, the assignee or transferee shall expressly assume all of Buyer's rights and obligations under this Agreement, and such assignment shall not relieve Buyer of its obligations hereunder unless the assignee expressly assumes such obligations in a written instrument delivered to Horvath.
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 equitable right, benefit, remedy, claim, or cause of action of any kind under or by reason of this Agreement.
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 effective as delivery of a manually executed counterpart of this Agreement, and each Party hereby waives any argument or defense that a signature delivered by such means is not valid or binding.
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 matter hereof (including, without limitation, the scope, duration, and geographic extent of the non-competition, non-solicitation, and confidentiality covenants), the terms and provisions of this Agreement shall control and govern.
Notwithstanding anything to the contrary contained herein, in the event that the APA is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically and immediately terminate and shall be of no further force or effect, and no Party shall have any liability or obligation to any other Party under this Agreement; provided, however, that such termination shall not affect any rights or obligations of the Parties arising under the APA with respect to such termination.
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 based on contract, tort, equity, or any other legal or equitable theory), shall not constitute a defense, set-off, or counterclaim to Buyer's enforcement of the covenants, restrictions, and obligations set forth in this Agreement, and shall not relieve Horvath of his obligations hereunder or entitle Horvath to seek to limit, defer, or otherwise avoid compliance with the terms and provisions of this Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Non-Competition and Non-Solicitation Agreement as of the date first written above.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Thomas R. Garner
Title: Chief Executive Officer
Date: ________
GERALD W. HORVATH, individually
________________________________________
Gerald W. Horvath
Date: ________
Address for Notices: 742 Sunridge Lane Butler, Pennsylvania 16001
SCHEDULE A
EXISTING PERMITTED INVESTMENTS
(Section 2.2(b))
The following is a list of all passive investments held by Gerald W. Horvath as of the Closing Date that are permitted under Section 2.2(b) of the Non-Competition and Non-Solicitation Agreement. Horvath represents and warrants that the investments listed below are complete and accurate, and that he does not hold any other investments in any Competing Business other than as disclosed below:
Note: This Schedule A is to be populated based on disclosure from Gerald W. Horvath prior to or at the Closing. In the event that Horvath does not hold any passive investments in any Competing Business as of the Closing Date, this Schedule A shall be marked "None" and signed by Horvath.
Acknowledged and confirmed by:
________________________________________
Gerald W. Horvath
Date: ________
No. | Entity Name | Type of Investment | Approximate Ownership Percentage | Nature of Business
1. | [To be completed prior to or at Closing]
2. | [To be completed prior to or at Closing]
3. | [To be completed prior to or at Closing]

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

RECITALS

WHEREAS:

CRESTLINE PACKAGING SOLUTIONS LLC

SCHEDULE A

EXISTING PERMITTED INVESTMENTS

Record

Parties

Dates

Amounts