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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

by and between

CRESTLINE PACKAGING SOLUTIONS LLC

and

MICHAEL G. HORVATH

Dated as of July 31, 2025

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 office at 4100 Commerce Parkway, Suite 800, Akron, OH 44308 (the "Company" or "Crestline"), and Michael G. Horvath, an individual residing in Butler, Pennsylvania (the "Restricted Party").

Crestline and the Restricted Party are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

REFERENCE AGREEMENTS. This Agreement is entered into in connection with that certain Asset Purchase Agreement dated as of June 15, 2025 (the "APA"), by and between Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("AVP"), as Seller, pursuant to which Crestline is acquiring substantially all of the assets of AVP. The Restricted Party currently serves as the Vice President of Operations of AVP and is the holder of ten percent (10%) of the outstanding shares of capital stock of AVP. Following the consummation of the transactions contemplated by the APA, the Restricted Party is expected to continue his engagement with the Business through employment with Crestline and pursuant to that certain Consulting Agreement of even date herewith between Crestline and the Restricted Party (the "Consulting Agreement"). The delivery of this Agreement by the Restricted Party is a condition precedent to the closing of the transactions contemplated by the APA, as set forth in Section 8.2(g) thereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the APA.

RECITALS

WHEREAS, Crestline is acquiring substantially all of the assets of AVP, including the goodwill of the business conducted by AVP, pursuant to the APA for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to customary purchase price adjustments as set forth therein;

WHEREAS, the Restricted Party is the Vice President of Operations of AVP and a shareholder holding ten percent (10%) of the outstanding capital stock of AVP, and, as such, will receive a material portion of the consideration payable under the APA in respect of his equity ownership interest in AVP and in connection with the transactions contemplated thereby;

WHEREAS, the Restricted Party, by virtue of his position as Vice President of Operations and his long-standing tenure with AVP, possesses intimate and extensive knowledge of the business, operations, trade secrets, customer relationships, vendor relationships, manufacturing techniques, and proprietary formulations of AVP, including but not limited to specialty chemical-resistant coatings and food-grade packaging processes that are central to AVP's competitive positioning in the marketplace;

WHEREAS, the assets being acquired by Crestline under the APA (the "Acquired Assets") include, among other things, customer lists, proprietary formulations, trade secrets, supplier agreements, manufacturing equipment, real property interests, and the goodwill of AVP, and the protections set forth herein are necessary and essential to preserve the value of the Acquired Assets and the goodwill being purchased by Crestline;

WHEREAS, Crestline would not have entered into the APA or agreed to consummate the transactions contemplated thereby, and would not have agreed to pay the purchase price set forth therein, absent the Restricted Party's agreement to enter into this Agreement and to be bound by the restrictive covenants set forth herein;

WHEREAS, the Restricted Party acknowledges and agrees that the consideration paid under the APA, including the Restricted Party's pro rata share of the aggregate purchase price as a ten percent (10%) shareholder of AVP, together with the continued employment and engagement opportunity with Crestline (including the compensation and benefits set forth in the Consulting Agreement), constitute adequate, fair, and sufficient consideration for the covenants and agreements contained herein;

WHEREAS, the Restricted Party further acknowledges that the restrictive covenants contained herein are ancillary to the sale of the Acquired Assets under the APA and are reasonable and necessary to protect Crestline's legitimate business interests in the Acquired Assets, goodwill, trade secrets, customer relationships, and confidential information of the Business; and

WHEREAS, the Parties desire that this Agreement be governed by the laws of the State of New York, consistent with the governing law provision of the APA;

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements set forth herein, the consummation of the transactions contemplated by the APA, the payments to be received by the Restricted Party in connection therewith, the engagement of the Restricted Party by Crestline, and 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 — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

"APA" means that certain Asset Purchase Agreement dated as of June 15, 2025, by and between Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., as Seller, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Business" means the manufacture, sale, marketing, distribution, and related servicing of corrugated containers, folding cartons, specialty chemical-resistant coatings, food-grade packaging, industrial containers, and specialty packaging materials, in each case as conducted by AVP as of the Closing Date, including all product lines, service offerings, and business activities ancillary thereto. For the avoidance of doubt, the term "Business" shall include any natural extensions or evolutions of the foregoing product lines and service offerings as conducted by Crestline or its affiliates following the Closing Date.

"Closing Date" means the "Closing Date" as defined in the APA, which is estimated to occur on or about July 31, 2025.

"Competing Business" means any Person that is engaged in, or is actively planning or preparing to engage in, the Business or any business that is substantially similar to or competitive with the Business, in whole or in material part. For purposes of this definition, a Person shall be deemed to be engaged in a "Competing Business" if it derives, or reasonably expects to derive, more than ten percent (10%) of its consolidated annual revenue from activities that constitute the Business or any business substantially similar thereto.

"Confidential Information" means all non-public, proprietary, or confidential information relating to AVP, the Business, Crestline, or any of Crestline's affiliates, whether in written, oral, electronic, or other form, including but not limited to: (a) trade secrets; (b) proprietary formulations, including formulations for specialty chemical-resistant coatings and food-grade packaging processes; (c) customer lists, customer preferences, and customer purchasing histories; (d) pricing information, discount structures, and bid strategies; (e) supplier and vendor terms, agreements, and relationships; (f) manufacturing processes, techniques, specifications, and know-how; (g) financial data, projections, budgets, and cost analyses; (h) business plans, strategic plans, and marketing strategies; (i) employee and personnel information; (j) research and development activities and results; and (k) any other information that derives independent economic value 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: (i) is or becomes publicly available through no act, omission, fault, or breach of this Agreement by the Restricted Party; (ii) was rightfully known to the Restricted Party prior to his association with AVP, as demonstrated by written records predating such association; or (iii) is required to be disclosed by applicable law, regulation, or legal process, subject to the notice requirements set forth in Section 5.2 hereof.

"Consulting Agreement" means that certain Consulting Agreement of even date herewith between Crestline and the Restricted Party, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Customer" means any Person who (a) was a customer of the Business, or purchased or received products or services from AVP in connection with the Business, at any time during the twenty-four (24)-month period immediately prior to the Closing Date, or (b) was the subject of active negotiations, proposals, bids, or discussions by or on behalf of AVP or Crestline regarding the provision of products or services of the Business during such twenty-four (24)-month period. The Parties acknowledge that AVP's top ten (10) customers account for approximately sixty-two percent (62%) of AVP's trailing twelve-month revenue as of the date of the APA, and that the preservation of these customer relationships is of critical importance to Crestline.

"Employee" means any individual who is employed by, or engaged as an independent contractor of, AVP or the Business, or who was so employed or engaged, at any time during the twelve (12)-month period immediately prior to the Closing Date, regardless of whether such individual is employed on a full-time, part-time, temporary, or seasonal basis, or as an independent contractor. The Parties acknowledge that, as of the date hereof, AVP employs approximately three hundred forty (340) employees, including approximately two hundred ninety (290) employees at the Butler, Pennsylvania facility and approximately fifty (50) employees at the Meadville, Pennsylvania facility.

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

"Restricted Period" means the period commencing on the Closing Date and ending on the date that is the later of (a) four (4) years following the Closing Date, or (b) two (2) years following the date of termination of the Restricted Party's employment or consulting engagement with Crestline or any of its affiliates (whether pursuant to the Consulting Agreement or otherwise), whichever of clause (a) or clause (b) results in a later expiration date; provided, however, that in no event shall the Restricted Period exceed five (5) years from the Closing Date in the aggregate; and provided, further, that the Restricted Period shall be subject to tolling and extension as set forth in Section 7.3 of this Agreement.

"Restricted Territory" means the United States of America, including specifically but not limited to the States of Ohio, Pennsylvania, Indiana, Kentucky, West Virginia, Michigan, New York, New Jersey, Virginia, Maryland, and any other state in which AVP or Crestline (or any of its affiliates) conducts business, maintains customers, or makes sales as of the Closing Date. The Parties acknowledge that the geographic scope of the Restricted Territory is justified and reasonable in light of (i) the nationwide scope of AVP's customer base, which spans multiple states across the eastern and midwestern United States, (ii) Crestline's six-plant operational footprint across Ohio, Indiana, and Kentucky, (iii) the portable nature of the Restricted Party's knowledge and expertise relating to the Business, which would be capable of causing competitive harm to Crestline regardless of geographic location, and (iv) the nature of the packaging industry, in which customer relationships and competitive dynamics are not limited by state or regional boundaries.

"Seller Shareholders" means, collectively, Gerald W. Horvath (holding seventy-two percent (72%) of the outstanding capital stock of AVP), Patricia A. Horvath (holding eighteen percent (18%) of the outstanding capital stock of AVP), and Michael G. Horvath (holding ten percent (10%) of the outstanding capital stock of AVP).

ARTICLE II — NON-COMPETITION

Section 2.1 — Non-Competition Covenant

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

(b) serve as an officer, director, employee, partner, member, consultant, advisor, agent, representative, or independent contractor of or to any Competing Business, or render services of any kind to any Competing Business;

(c) lend his name, reputation, credit, financial or other support to any Competing Business, or permit his name or likeness to be used by or on behalf of any Competing Business;

(d) develop, design, produce, manufacture, market, sell, distribute, or license any products or services that are competitive with the products or services of the Business; or

(e) otherwise engage in or assist any Person in engaging in the Business or any Competing Business in competition with Crestline or any of its affiliates.

The Restricted Party hereby acknowledges and agrees that the restrictions set forth in this Section 2.1, including the scope of the Restricted Territory and the duration of the Restricted Period, are reasonable and necessary to protect the legitimate business interests of Crestline and are supported by adequate consideration. In making this acknowledgment, the Restricted Party specifically recognizes:

(i) the Restricted Party possesses deep and extensive operational knowledge of AVP's manufacturing processes, production capabilities, quality control procedures, cost structures, customer relationships, supplier relationships, and proprietary formulations, which knowledge, if deployed in competition with Crestline, would cause substantial and irreparable harm to Crestline;

(ii) the Restricted Party, as a ten percent (10%) equity holder of AVP, will receive a material portion of the aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) payable under the APA, which consideration is, in part, attributable to the goodwill of the Business being protected by this Agreement;

(iii) the Restricted Party will continue to be engaged by Crestline following the Closing through employment and pursuant to the Consulting Agreement, which engagement provides the Restricted Party with continued compensation and the opportunity to further develop his professional skills and relationships within the industry; and

(iv) Crestline has a legitimate and substantial need to protect the goodwill, Acquired Assets, trade secrets, customer relationships, and proprietary formulations that it is purchasing under the APA, and the restrictive covenants set forth herein are essential to preserving the value of the consideration paid by Crestline.

Section 2.2 — Permitted Activities / Exceptions

Notwithstanding anything to the contrary contained in Section 2.1, the following activities shall not constitute a violation of the non-competition covenant set forth herein:

(a) Passive Investment. The ownership by the Restricted Party of not more than two percent (2%) of the outstanding equity securities of any class of any corporation or other entity whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that the Restricted Party does not otherwise participate in, or exercise any control over, the management, operations, business strategy, or policies of such entity, and provided further that the Restricted Party does not serve as an officer, director, employee, consultant, advisor, agent, or representative of such entity;

(b) Employment by Crestline. Employment by, or engagement with, Crestline or any of its affiliates (including, without limitation, any portfolio company of Ridgeway Capital Partners Fund III, LP, or any successor fund thereof) in any capacity, whether as an employee, consultant, officer, director, or otherwise; and

(c) Approved Activities. Any activity or engagement expressly approved in advance in writing by Crestline (such approval to be given or withheld in Crestline's sole and absolute discretion).

ARTICLE III — NON-SOLICITATION OF EMPLOYEES

Section 3.1 — Employee Non-Solicitation Covenant

During the Restricted Period, the Restricted Party shall not, directly or indirectly, alone or in combination, association, or conjunction with any other Person:

(a) solicit, recruit, hire, employ, retain, or engage, or attempt to solicit, recruit, hire, employ, retain, or engage, any Employee of the Business or any employee of Crestline or any of its affiliates who was previously an Employee of the Business, whether for employment, consulting, independent contractor, or any other similar engagement;

(b) induce, encourage, entice, cause, or attempt to induce, encourage, entice, or cause, any such Employee to leave, resign from, or otherwise terminate his or her employment or engagement with Crestline or any of its affiliates; or

(c) assist, facilitate, or cooperate with any other Person in any of the activities described in clauses (a) or (b) above, including by providing referrals, references, introductions, compensation information, or other assistance that is intended to, or has the effect of, facilitating the departure of any such Employee from Crestline or its affiliates.

The Parties acknowledge that the employee non-solicitation covenant set forth in this Section 3.1 covers all approximately three hundred forty (340) former AVP employees who are expected to receive offers of employment from Crestline on or about the Closing Date, including the approximately one hundred eighty-five (185) hourly production employees at the Butler, Pennsylvania facility who are covered by the collective bargaining agreement between AVP and the International Paperworkers Union Local 814, as well as the approximately fifty (50) employees at the Meadville, Pennsylvania facility. The Restricted Party acknowledges that, as Vice President of Operations, he has developed close working relationships with many of these employees, including key management and supervisory personnel, and that the solicitation or recruitment of such employees would cause substantial harm to Crestline's operations and the ongoing business.

Section 3.2 — Exceptions to Employee Non-Solicitation

Notwithstanding anything to the contrary in Section 3.1, the following shall not constitute a violation of the employee non-solicitation covenant:

(a) General Solicitations. General solicitations of employment that are not specifically targeted at or directed toward Employees of the Business or employees of Crestline or its affiliates, including advertisements placed in newspapers, trade publications, job boards, internet postings on general employment websites (e.g., Westmark Health IT, Indeed, or similar platforms), or similar media of general circulation, provided that such solicitations are not designed or intended to target Employees;

(b) Unsolicited Inquiries. Responding to unsolicited inquiries or applications from Employees or former Employees who contact the Restricted Party on their own initiative and without any direct or indirect solicitation, encouragement, or inducement by or on behalf of the Restricted Party; provided, however, that this exception shall not apply if the Restricted Party has engaged in any prior communication, contact, or conduct that was intended to, or reasonably could be expected to, prompt or encourage such unsolicited inquiry; and

(c) Previously Terminated Employees. Hiring or engaging any Employee who has been terminated by Crestline or its affiliates (whether voluntarily or involuntarily) for a period of at least six (6) months prior to the date of such hiring or engagement.

ARTICLE IV — NON-SOLICITATION OF CUSTOMERS AND SUPPLIERS

Section 4.1 — Customer Non-Solicitation Covenant

During the Restricted Period, the Restricted Party shall not, directly or indirectly, alone or in combination, association, or conjunction with any other Person:

(a) solicit, divert, take away, or appropriate, or attempt to solicit, divert, take away, or appropriate, the business, patronage, or orders of any Customer with respect to products or services that are competitive with or substantially similar to the products or services of the Business;

(b) induce, encourage, entice, cause, or attempt to induce, encourage, entice, or cause, any Customer to cease or materially reduce doing business with Crestline or any of its affiliates, or to transfer or redirect any portion of its business from Crestline or its affiliates to any Competing Business; or

(c) interfere with, or attempt to interfere with, the business relationship between Crestline or any of its affiliates and any Customer, including by making disparaging remarks about Crestline, its products or services, its personnel, or its business practices to any Customer or prospective customer.

The Restricted Party acknowledges that this customer non-solicitation covenant is of particular importance given that AVP's top ten (10) customers account for approximately sixty-two percent (62%) of AVP's trailing twelve-month revenue and that the Restricted Party, in his capacity as Vice President of Operations, has developed direct personal relationships with key customer contacts at many of these accounts. The Restricted Party further acknowledges that the loss or diminution of any such customer relationship would cause material and irreparable harm to Crestline and the value of the Acquired Assets.

Section 4.2 — Supplier Non-Interference Covenant

During the Restricted Period, the Restricted Party shall not, directly or indirectly, alone or in combination, association, or conjunction with any other Person:

(a) interfere with, disrupt, or attempt to interfere with or disrupt, the relationship between Crestline or any of its affiliates and any supplier, vendor, raw material provider, or service provider of the Business;

(b) induce, encourage, entice, cause, or attempt to induce, encourage, entice, or cause, any such supplier, vendor, raw material provider, or service provider to cease or materially reduce its supply of goods or services to Crestline or any of its affiliates, or to materially alter the terms of such supply to the detriment of Crestline; or

(c) divert or redirect, or attempt to divert or redirect, any supply of goods or services from Crestline or its affiliates to any Competing Business.

Without limiting the generality of the foregoing, the supplier non-interference covenant set forth in this Section 4.2 shall apply to, among others, Consolidated Linerboard Corp. (AVP's key containerboard supplier) and all other material suppliers and vendors identified in Section 4.15 of the Disclosure Schedules to the APA. The Restricted Party acknowledges that AVP's manufacturing operations are dependent upon the continued supply of raw materials, including containerboard and specialty chemical coatings, from key suppliers, and that any interference with these supply relationships would cause significant operational disruption and financial harm to Crestline.

Section 4.3 — Exceptions to Customer/Supplier Non-Solicitation

Notwithstanding anything to the contrary in Sections 4.1 and 4.2, the restrictions set forth in this Article IV shall not prohibit any activities conducted by the Restricted Party on behalf of and for the benefit of Crestline or any of its affiliates, in the Restricted Party's capacity as an employee, consultant, or authorized representative of Crestline or any such affiliate, including any activities undertaken pursuant to the Consulting Agreement or in connection with the Restricted Party's employment with Crestline.

ARTICLE V — CONFIDENTIALITY

Section 5.1 — Confidentiality Obligations

The Restricted Party shall not, during or after the Restricted Period, and regardless of the reason for any termination of the Restricted Party's employment or consulting engagement with Crestline, directly or indirectly:

(a) disclose, divulge, reveal, publish, transmit, or communicate any Confidential Information to any Person other than authorized personnel of Crestline or its affiliates who have a need to know such information in connection with the Business;

(b) use any Confidential Information for the Restricted Party's own benefit, or for the benefit of any Person other than Crestline or its affiliates; or

(c) remove, copy, photograph, or reproduce any documents, records, files, data, or materials containing or reflecting Confidential Information from the premises or systems of Crestline or its affiliates, except as necessary in the ordinary course of the Restricted Party's duties on behalf of Crestline.

The Restricted Party acknowledges that the Confidential Information includes, without limitation, trade secrets and proprietary formulations for specialty chemical-resistant coatings and food-grade packaging processes developed by AVP over many years of research and development, customer lists and detailed customer purchasing data, pricing and discount information, supplier terms and contractual arrangements, manufacturing processes and equipment specifications, production cost data and financial analyses, business plans and strategic initiatives, and marketing strategies and competitive intelligence. The Restricted Party further acknowledges that such Confidential Information has been developed by AVP at substantial cost and effort over many years and constitutes a key component of the Acquired Assets and the goodwill being purchased by Crestline under the APA.

The obligations of the Restricted Party under this Section 5.1 shall survive the expiration of the Restricted Period. With respect to Confidential Information that constitutes "trade secrets" under the New York Uniform Trade Secrets Act (or, to the extent applicable, the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.)), the confidentiality obligations set forth herein shall remain in effect for so long as such information retains its status as a trade secret under applicable law.

Section 5.2 — Exceptions to Confidentiality

The obligations set forth in Section 5.1 shall not apply to the following:

(a) Publicly Available Information. Information that is or becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by the Restricted Party or any Person acting on his behalf in violation of this Agreement;

(b) Independently Developed Information. Information that is independently developed by the Restricted Party without the use of, reliance upon, or reference to any Confidential Information, as demonstrated by the Restricted Party's contemporaneous written records;

(c) Third-Party Disclosures. Information that is received by the Restricted Party from a third party who is not, at the time of such disclosure, under any obligation of confidentiality to Crestline, AVP, or any of their respective affiliates with respect to such information; and

(d) Legally Compelled Disclosures. Information that the Restricted Party is required to disclose by applicable law, regulation, subpoena, civil investigative demand, judicial or administrative order, or other legal process; provided, however, that the Restricted Party shall, to the extent legally permissible, (i) provide Crestline with prompt written notice of any such required disclosure sufficiently in advance to permit Crestline to seek a protective order, confidential treatment, or other appropriate remedy, (ii) cooperate with Crestline in its efforts to obtain such protective order or other remedy, and (iii) disclose only that portion of the Confidential Information that the Restricted Party is legally required to disclose and shall use commercially reasonable efforts to ensure that any Confidential Information so disclosed is afforded confidential treatment.

Notice Regarding the Defend Trade Secrets Act. Pursuant to 18 U.S.C. § 1833(b), the Restricted Party shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Restricted Party files a lawsuit against Crestline for retaliation for reporting a suspected violation of law, the Restricted Party may disclose the trade secret to his attorney and use the trade secret information in the court proceeding, provided that any document containing the trade secret is filed under seal and the Restricted Party does not disclose the trade secret except pursuant to court order.

Section 5.3 — Return of Materials

Upon the expiration of the Restricted Period, or upon the termination of the Restricted Party's employment or consulting engagement with Crestline or any of its affiliates (whichever occurs later), or at any time upon the request of Crestline, the Restricted Party shall promptly:

(a) return to Crestline all documents, records, files, notebooks, memoranda, correspondence, reports, data, software, databases, and all other materials (whether in written, electronic, magnetic, optical, or any other form) containing, reflecting, or relating to Confidential Information that are in the Restricted Party's possession, custody, or control;

(b) permanently delete and destroy all electronic copies of any Confidential Information stored on any personal computer, mobile device, cloud storage account, external hard drive, USB drive, or other electronic medium owned or controlled by the Restricted Party; and

(c) certify in writing to Crestline, within ten (10) business days of such request or event, that all such materials have been returned or destroyed and that no copies have been retained, whether in physical or electronic form.

The Restricted Party shall not retain any copies, abstracts, summaries, or reproductions of any Confidential Information, except as may be required to be retained by applicable law or professional standards, and in such case, only to the extent required and subject to the continuing confidentiality obligations of this Agreement.

ARTICLE VI — INTELLECTUAL PROPERTY

Section 6.1 — Acknowledgment of IP Ownership

The Restricted Party hereby acknowledges and agrees that all intellectual property rights relating to the Business, including but not limited to patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, proprietary formulations, manufacturing processes, know-how, inventions, designs, software, databases, and all other intellectual property and proprietary rights of any kind (collectively, "Business intellectual Property"), whether developed, created, or conceived by the Restricted Party, by AVP, or by any other employee or agent of AVP, during the Restricted Party's tenure at AVP or otherwise, are and shall be the sole and exclusive property of Crestline following the Closing Date, as assigned to Crestline pursuant to the intellectual Property Assignment Agreement executed in connection with the APA.

The Restricted Party shall not, at any time during or after the Restricted Period, directly or indirectly, challenge, contest, question, or take any action inconsistent with Crestline's sole and exclusive ownership of any Business intellectual Property. The Restricted Party shall not register, apply for, or claim any ownership right, title, or interest in any Business intellectual Property, or in any intellectual property that is confusingly similar to or derived from Business intellectual Property.

Section 6.2 — Assignment of Developments

Any and all inventions, improvements, innovations, developments, discoveries, ideas, concepts, designs, methods, processes, techniques, compositions, formulas, software, and works of authorship (collectively, "Developments") that are conceived, created, developed, made, or reduced to practice by the Restricted Party, alone or jointly with others, during the term of his employment or consulting engagement with Crestline (whether or not during working hours, whether or not using Crestline's resources, and whether or not at Crestline's facilities), and that (a) relate to the Business or to the actual or reasonably anticipated business activities of Crestline or its affiliates, (b) result from or are suggested by any work performed by the Restricted Party for or on behalf of Crestline, or (c) are created using the equipment, supplies, facilities, Confidential Information, or trade secrets of Crestline or its affiliates, shall be the sole and exclusive property of Crestline.

To the extent that any such Development constitutes a "work made for hire" under the United States Copyright Act (17 U.S.C. § 101 et seq.), such Development shall be deemed a work made for hire, and Crestline shall be the author and owner thereof. To the extent that any such Development does not constitute a "work made for hire," the Restricted Party hereby irrevocably assigns, transfers, and conveys to Crestline all right, title, and interest in and to such Development, including all intellectual property rights therein, without the requirement of any further consideration. The Restricted Party agrees to execute and deliver any documents and take any actions that may be reasonably necessary or desirable to evidence, perfect, or protect Crestline's ownership of such Developments, including any assignments, applications, declarations, or other instruments, at Crestline's expense.

ARTICLE VII — ENFORCEMENT AND REMEDIES

Section 7.1 — Acknowledgment of Reasonableness

The Restricted Party hereby acknowledges and agrees that:

(a) the restrictive covenants and obligations set forth in this Agreement, including the non-competition, non-solicitation, confidentiality, and intellectual property provisions, are reasonable in scope, duration, and geographic reach and do not impose an undue hardship on the Restricted Party;

(b) the restrictive covenants are necessary to protect the legitimate business interests of Crestline, including but not limited to the goodwill, trade secrets, customer relationships, supplier relationships, proprietary formulations, and Confidential Information acquired by Crestline under the APA;

(c) the restrictions contained herein are ancillary to and made in connection with the sale of the Acquired Assets under the APA, and the enforcement of these restrictions will not prevent the Restricted Party from earning a livelihood;

(d) the consideration received by the Restricted Party, including his pro rata share of the aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) as a ten percent (10%) shareholder of AVP (representing approximately Eighteen Million Dollars ($18,000,000), subject to adjustments), the continued employment opportunity with Crestline, and the compensation and benefits payable under the Consulting Agreement, constitutes fair, adequate, and sufficient consideration for the covenants and obligations set forth herein; and

(e) Crestline has entered into the APA and agreed to pay the purchase price set forth therein in material reliance upon the Restricted Party's agreement to be bound by the restrictive covenants contained in this Agreement.

Section 7.2 — Injunctive Relief

The Restricted Party acknowledges and agrees that a breach or threatened breach of any of the covenants or obligations set forth in this Agreement would cause Crestline irreparable injury and harm that cannot be adequately compensated by an award of monetary damages, and that Crestline would have no adequate remedy at law. Accordingly, in the event of any actual or threatened breach of this Agreement by the Restricted Party, Crestline shall be entitled to seek and obtain, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief, specific performance, and such other equitable relief as may be appropriate to restrain or enjoin such breach or threatened breach, without the necessity of (i) posting any bond, surety, or other security (the requirement for which is hereby waived by the Restricted Party to the fullest extent permitted by applicable law), or (ii) proving actual damages or irreparable harm (which the Restricted Party hereby concedes would result from any such breach).

The equitable remedies set forth in this Section 7.2 shall be cumulative and in addition to, and not in substitution for, any and all other remedies available to Crestline at law or in equity, including but not limited to the recovery of monetary damages, disgorgement of profits, and the recovery of attorneys' fees and costs pursuant to Section 7.5. The election by Crestline to pursue any one or more remedies shall not preclude or constitute a waiver of Crestline's right to pursue any other available remedy.

Section 7.3 — Tolling

In the event that the Restricted Party breaches any covenant or obligation set forth in Articles II, III, or IV of this Agreement, the Restricted Period applicable to such covenant shall be automatically extended by a period of time equal to the duration of such breach, commencing on the date the breach begins and ending on the date the breach is cured or permanently enjoined, such that Crestline receives the full benefit of the agreed-upon restricted period. The tolling of the Restricted Period pursuant to this Section 7.3 shall be in addition to, and not in limitation of, any other rights or remedies available to Crestline under this Agreement or applicable law. For the avoidance of doubt, the tolling provision set forth in this Section 7.3 shall not be subject to the five (5)-year aggregate cap on the Restricted Period set forth in the definition of "Restricted Period" in Section 1.1.

Section 7.4 — Judicial Modification / Blue Pencil

In the event that any court of competent jurisdiction determines that any covenant, restriction, or obligation set forth in this Agreement is unenforceable as written by reason of its scope, duration, geographic reach, or otherwise, the Parties hereby authorize and request such court to reform, revise, and modify such covenant, restriction, or obligation to the minimum extent necessary to render it enforceable under applicable law, and to enforce such covenant, restriction, or obligation as so reformed, revised, and modified, rather than rendering the entire covenant, restriction, or obligation void or unenforceable.

The Parties intend that each covenant, restriction, and obligation set forth in this Agreement be construed as a separate and independent covenant and be independently enforceable. The invalidity, illegality, or unenforceability of any one provision, covenant, or restriction shall not affect or impair the validity, legality, or enforceability of any other provision, covenant, or restriction contained herein, and the remaining provisions, covenants, and restrictions shall continue in full force and effect.

Section 7.5 — Recovery of Costs

In any action, suit, or proceeding brought to enforce any provision of this Agreement, or arising out of or relating to any breach or alleged breach of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, costs, and expenses (including fees and costs incurred in connection with any appeal), in addition to any other relief to which such prevailing party may be entitled. For purposes of this Section 7.5, the "prevailing party" shall be the party that substantially prevails on the merits of the disputed claims or defenses.

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES OF THE RESTRICTED PARTY

Section 8.1 — Representations and Warranties

The Restricted Party hereby represents and warrants to Crestline, as of the Effective Date, as follows:

(a) Capacity. The Restricted Party has full legal capacity and authority to execute, deliver, and perform this Agreement and to carry out the transactions and obligations contemplated hereby. No consent, approval, authorization, or order of any court, governmental authority, or other Person is required in connection with the execution, delivery, or performance of this Agreement by the Restricted Party.

(b) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of the Restricted Party, enforceable against the Restricted Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c) No Conflicts. The Restricted Party is not a party to, and is not bound by, any other agreement, contract, arrangement, understanding, or obligation (whether written or oral) that would conflict with, prevent, restrict, or impair the Restricted Party's ability to execute, deliver, and fully perform his obligations under this Agreement, including the restrictive covenants set forth herein. The execution, delivery, and performance of this Agreement will not result in any violation of, or default under, any other agreement to which the Restricted Party is a party.

(d) Legal Counsel. The Restricted Party has had a full and adequate opportunity to consult with independent legal counsel of his own choosing regarding this Agreement prior to executing it. The Restricted Party has been advised by his counsel, Broadmoor Strauss & Kline LLP, and has been informed of, and understands, the legal consequences of executing this Agreement, including the restrictions on his future business activities.

(e) Voluntary Execution. The Restricted Party is entering into this Agreement voluntarily, with full knowledge and understanding of its terms, conditions, and consequences. The Restricted Party has not been coerced, threatened, or unduly influenced by any person in connection with the execution of this Agreement. The Restricted Party has had sufficient time to review and consider this Agreement and has not been subjected to any time pressure or duress.

ARTICLE IX — GENERAL PROVISIONS

Section 9.1 — Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The selection of New York law as the governing law of this Agreement is consistent with the governing law provision of the APA and is a material term of this Agreement.

Section 9.2 — Jurisdiction and Venue

Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts. Each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, (b) any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum, and (c) any right to remove any such action, suit, or proceeding to any other court or jurisdiction.

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, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 9.2.

Section 9.3 — Notices

All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received (a) when delivered by hand or personal delivery, (b) one (1) business day after being sent by a nationally recognized overnight courier service (with written confirmation of delivery), or (c) three (3) business days after being sent by certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a Party may designate by written notice given in accordance with this Section 9.3):

If to Crestline:

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

Attention: Sandra K. Liu, General Counsel

Telephone: (330) 555-4200

Email: sliu@crestlinepackaging.com

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

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

Attention: Harrison Wexford

Telephone: (212) 555-7800

Email: hwexford@calderwoodharkness.com

If to the Restricted Party:

Michael G. Horvath At his residential address on file with Crestline

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

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

Attention: Nathan R. Feldstein

Telephone: (412) 555-3100

Email: nfeldstein@broadmoorlaw.com

Section 9.4 — Entire Agreement

This Agreement, together with the APA, the Consulting Agreement, and the other Transaction Documents (as defined in the APA), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, agreements, and understandings (whether oral or written) between the Parties relating to such subject matter. No Party shall be bound by, or liable for, any alleged representation, promise, inducement, or statement of intention not set forth in this Agreement or the other Transaction Documents.

Section 9.5 — Amendment and Waiver

This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is to be enforced. No waiver of any breach or default of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision, and no waiver shall be effective unless made in writing. The failure or delay of any Party to exercise any right or remedy under this Agreement shall not constitute a waiver of such 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 9.6 — Assignment

The Restricted Party may not assign, delegate, or otherwise transfer this Agreement, or any of his rights, interests, or obligations hereunder, to any other Person without the prior written consent of Crestline, and any attempted assignment, delegation, or transfer in violation of this Section 9.6 shall be null and void and of no force or effect. Crestline may, without the consent of the Restricted Party, assign this Agreement and all of its rights and obligations hereunder to (a) any successor in interest to all or substantially all of the Business, whether by merger, consolidation, sale of assets, or otherwise, or (b) any affiliate of Crestline (including any portfolio company of Ridgeway Capital Partners Fund III, LP, or any successor fund thereof); provided, however, that no such assignment shall relieve Crestline of its obligations under this Agreement unless the assignee expressly assumes such obligations in a written instrument delivered to the Restricted Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Section 9.7 — Severability

If any provision of this Agreement, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Agreement shall continue in full force and effect. In the event of any such determination, the Parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the original provision.

Section 9.8 — No Third-Party Beneficiaries

This Agreement is entered into solely for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person (including any Employee, Customer, or supplier) any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement.

Section 9.9 — Counterparts; Electronic Signatures

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail (including in portable document format (.pdf)) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of an originally executed counterpart. Electronic signatures complying with the federal ESIGN Act of 2000, the New York Electronic Signatures and Records Act (ESRA), or the Uniform Electronic Transactions Act, as applicable, shall be deemed original signatures for all purposes.

Section 9.10 — Construction

The Parties acknowledge and agree that they have participated jointly in the negotiation and drafting of this Agreement, and that each Party has been represented by legal counsel in connection therewith. In the event of any ambiguity or question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision hereof.

The headings and captions contained in this Agreement are included for convenience of reference only and shall not be given any substantive effect or affect the meaning, construction, or interpretation of any provision hereof. Unless the context otherwise requires: (a) references to "Articles," "Sections," and other subdivisions refer to the Articles, Sections, and other subdivisions of this Agreement; (b) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (c) the word "or" is not exclusive; (d) the words "herein," "hereof," "hereby," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision; and (e) references to any Person shall include such Person's successors and permitted assigns.

Section 9.11 — Relationship to Other Agreements

The obligations of the Restricted Party under this Agreement are in addition to, and not in limitation or substitution of, any obligations the Restricted Party may have under the Consulting Agreement, the APA, or any other agreement, arrangement, or understanding between the Restricted Party and Crestline or any of its affiliates. Nothing in this Agreement shall be deemed to amend, modify, supersede, or limit any provision of the Consulting Agreement, the APA, or any other Transaction Document, except as expressly set forth herein.

In the event of any conflict or inconsistency between the restrictive covenants set forth in this Agreement and any restrictive covenants set forth in the Consulting Agreement or any other agreement between the Parties with respect to the same subject matter, the more restrictive provision shall control and govern in all respects. The Parties intend that the restrictive covenants contained in this Agreement and in the Consulting Agreement be read together to provide Crestline with the broadest protection permitted by applicable law.

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: ________

RESTRICTED PARTY

________________________________________

Michael G. Horvath, individually

Date: ________

Signature Page to Non-Competition and Non-Solicitation Agreement

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
by and between
CRESTLINE PACKAGING SOLUTIONS LLC
and
MICHAEL G. HORVATH
Dated as of July 31, 2025
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 office at 4100 Commerce Parkway, Suite 800, Akron, OH 44308 (the "Company" or "Crestline"), and Michael G. Horvath, an individual residing in Butler, Pennsylvania (the "Restricted Party").
Crestline and the Restricted Party are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
REFERENCE AGREEMENTS. This Agreement is entered into in connection with that certain Asset Purchase Agreement dated as of June 15, 2025 (the "APA"), by and between Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("AVP"), as Seller, pursuant to which Crestline is acquiring substantially all of the assets of AVP. The Restricted Party currently serves as the Vice President of Operations of AVP and is the holder of ten percent (10%) of the outstanding shares of capital stock of AVP. Following the consummation of the transactions contemplated by the APA, the Restricted Party is expected to continue his engagement with the Business through employment with Crestline and pursuant to that certain Consulting Agreement of even date herewith between Crestline and the Restricted Party (the "Consulting Agreement"). The delivery of this Agreement by the Restricted Party is a condition precedent to the closing of the transactions contemplated by the APA, as set forth in Section 8.2(g) thereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the APA.
RECITALS
WHEREAS, Crestline is acquiring substantially all of the assets of AVP, including the goodwill of the business conducted by AVP, pursuant to the APA for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to customary purchase price adjustments as set forth therein;
WHEREAS, the Restricted Party is the Vice President of Operations of AVP and a shareholder holding ten percent (10%) of the outstanding capital stock of AVP, and, as such, will receive a material portion of the consideration payable under the APA in respect of his equity ownership interest in AVP and in connection with the transactions contemplated thereby;
WHEREAS, the Restricted Party, by virtue of his position as Vice President of Operations and his long-standing tenure with AVP, possesses intimate and extensive knowledge of the business, operations, trade secrets, customer relationships, vendor relationships, manufacturing techniques, and proprietary formulations of AVP, including but not limited to specialty chemical-resistant coatings and food-grade packaging processes that are central to AVP's competitive positioning in the marketplace;
WHEREAS, the assets being acquired by Crestline under the APA (the "Acquired Assets") include, among other things, customer lists, proprietary formulations, trade secrets, supplier agreements, manufacturing equipment, real property interests, and the goodwill of AVP, and the protections set forth herein are necessary and essential to preserve the value of the Acquired Assets and the goodwill being purchased by Crestline;
WHEREAS, Crestline would not have entered into the APA or agreed to consummate the transactions contemplated thereby, and would not have agreed to pay the purchase price set forth therein, absent the Restricted Party's agreement to enter into this Agreement and to be bound by the restrictive covenants set forth herein;
WHEREAS, the Restricted Party acknowledges and agrees that the consideration paid under the APA, including the Restricted Party's pro rata share of the aggregate purchase price as a ten percent (10%) shareholder of AVP, together with the continued employment and engagement opportunity with Crestline (including the compensation and benefits set forth in the Consulting Agreement), constitute adequate, fair, and sufficient consideration for the covenants and agreements contained herein;
WHEREAS, the Restricted Party further acknowledges that the restrictive covenants contained herein are ancillary to the sale of the Acquired Assets under the APA and are reasonable and necessary to protect Crestline's legitimate business interests in the Acquired Assets, goodwill, trade secrets, customer relationships, and confidential information of the Business; and
WHEREAS, the Parties desire that this Agreement be governed by the laws of the State of New York, consistent with the governing law provision of the APA;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements set forth herein, the consummation of the transactions contemplated by the APA, the payments to be received by the Restricted Party in connection therewith, the engagement of the Restricted Party by Crestline, and 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 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"APA" means that certain Asset Purchase Agreement dated as of June 15, 2025, by and between Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., as Seller, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Business" means the manufacture, sale, marketing, distribution, and related servicing of corrugated containers, folding cartons, specialty chemical-resistant coatings, food-grade packaging, industrial containers, and specialty packaging materials, in each case as conducted by AVP as of the Closing Date, including all product lines, service offerings, and business activities ancillary thereto. For the avoidance of doubt, the term "Business" shall include any natural extensions or evolutions of the foregoing product lines and service offerings as conducted by Crestline or its affiliates following the Closing Date.
"Closing Date" means the "Closing Date" as defined in the APA, which is estimated to occur on or about July 31, 2025.
"Competing Business" means any Person that is engaged in, or is actively planning or preparing to engage in, the Business or any business that is substantially similar to or competitive with the Business, in whole or in material part. For purposes of this definition, a Person shall be deemed to be engaged in a "Competing Business" if it derives, or reasonably expects to derive, more than ten percent (10%) of its consolidated annual revenue from activities that constitute the Business or any business substantially similar thereto.
"Confidential Information" means all non-public, proprietary, or confidential information relating to AVP, the Business, Crestline, or any of Crestline's affiliates, whether in written, oral, electronic, or other form, including but not limited to: (a) trade secrets; (b) proprietary formulations, including formulations for specialty chemical-resistant coatings and food-grade packaging processes; (c) customer lists, customer preferences, and customer purchasing histories; (d) pricing information, discount structures, and bid strategies; (e) supplier and vendor terms, agreements, and relationships; (f) manufacturing processes, techniques, specifications, and know-how; (g) financial data, projections, budgets, and cost analyses; (h) business plans, strategic plans, and marketing strategies; (i) employee and personnel information; (j) research and development activities and results; and (k) any other information that derives independent economic value 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: (i) is or becomes publicly available through no act, omission, fault, or breach of this Agreement by the Restricted Party; (ii) was rightfully known to the Restricted Party prior to his association with AVP, as demonstrated by written records predating such association; or (iii) is required to be disclosed by applicable law, regulation, or legal process, subject to the notice requirements set forth in Section 5.2 hereof.
"Consulting Agreement" means that certain Consulting Agreement of even date herewith between Crestline and the Restricted Party, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Customer" means any Person who (a) was a customer of the Business, or purchased or received products or services from AVP in connection with the Business, at any time during the twenty-four (24)-month period immediately prior to the Closing Date, or (b) was the subject of active negotiations, proposals, bids, or discussions by or on behalf of AVP or Crestline regarding the provision of products or services of the Business during such twenty-four (24)-month period. The Parties acknowledge that AVP's top ten (10) customers account for approximately sixty-two percent (62%) of AVP's trailing twelve-month revenue as of the date of the APA, and that the preservation of these customer relationships is of critical importance to Crestline.
"Employee" means any individual who is employed by, or engaged as an independent contractor of, AVP or the Business, or who was so employed or engaged, at any time during the twelve (12)-month period immediately prior to the Closing Date, regardless of whether such individual is employed on a full-time, part-time, temporary, or seasonal basis, or as an independent contractor. The Parties acknowledge that, as of the date hereof, AVP employs approximately three hundred forty (340) employees, including approximately two hundred ninety (290) employees at the Butler, Pennsylvania facility and approximately fifty (50) employees at the Meadville, Pennsylvania facility.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, estate, association, unincorporated organization, governmental authority, or any other entity or body of any kind.
"Restricted Period" means the period commencing on the Closing Date and ending on the date that is the later of (a) four (4) years following the Closing Date, or (b) two (2) years following the date of termination of the Restricted Party's employment or consulting engagement with Crestline or any of its affiliates (whether pursuant to the Consulting Agreement or otherwise), whichever of clause (a) or clause (b) results in a later expiration date; provided, however, that in no event shall the Restricted Period exceed five (5) years from the Closing Date in the aggregate; and provided, further, that the Restricted Period shall be subject to tolling and extension as set forth in Section 7.3 of this Agreement.
"Restricted Territory" means the United States of America, including specifically but not limited to the States of Ohio, Pennsylvania, Indiana, Kentucky, West Virginia, Michigan, New York, New Jersey, Virginia, Maryland, and any other state in which AVP or Crestline (or any of its affiliates) conducts business, maintains customers, or makes sales as of the Closing Date. The Parties acknowledge that the geographic scope of the Restricted Territory is justified and reasonable in light of (i) the nationwide scope of AVP's customer base, which spans multiple states across the eastern and midwestern United States, (ii) Crestline's six-plant operational footprint across Ohio, Indiana, and Kentucky, (iii) the portable nature of the Restricted Party's knowledge and expertise relating to the Business, which would be capable of causing competitive harm to Crestline regardless of geographic location, and (iv) the nature of the packaging industry, in which customer relationships and competitive dynamics are not limited by state or regional boundaries.
"Seller Shareholders" means, collectively, Gerald W. Horvath (holding seventy-two percent (72%) of the outstanding capital stock of AVP), Patricia A. Horvath (holding eighteen percent (18%) of the outstanding capital stock of AVP), and Michael G. Horvath (holding ten percent (10%) of the outstanding capital stock of AVP).
ARTICLE II — NON-COMPETITION
Section 2.1 — Non-Competition Covenant
During the Restricted Period, within the Restricted Territory, the Restricted Party shall not, directly or indirectly, alone or in combination, association, or conjunction with any other Person, whether as principal, agent, stockholder, member, partner, joint venturer, investor, lender, guarantor, officer, director, employee, consultant, advisor, independent contractor, representative, 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;
(b) serve as an officer, director, employee, partner, member, consultant, advisor, agent, representative, or independent contractor of or to any Competing Business, or render services of any kind to any Competing Business;
(c) lend his name, reputation, credit, financial or other support to any Competing Business, or permit his name or likeness to be used by or on behalf of any Competing Business;
(d) develop, design, produce, manufacture, market, sell, distribute, or license any products or services that are competitive with the products or services of the Business; or
(e) otherwise engage in or assist any Person in engaging in the Business or any Competing Business in competition with Crestline or any of its affiliates.
The Restricted Party hereby acknowledges and agrees that the restrictions set forth in this Section 2.1, including the scope of the Restricted Territory and the duration of the Restricted Period, are reasonable and necessary to protect the legitimate business interests of Crestline and are supported by adequate consideration. In making this acknowledgment, the Restricted Party specifically recognizes:
(i) the Restricted Party possesses deep and extensive operational knowledge of AVP's manufacturing processes, production capabilities, quality control procedures, cost structures, customer relationships, supplier relationships, and proprietary formulations, which knowledge, if deployed in competition with Crestline, would cause substantial and irreparable harm to Crestline;
(ii) the Restricted Party, as a ten percent (10%) equity holder of AVP, will receive a material portion of the aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) payable under the APA, which consideration is, in part, attributable to the goodwill of the Business being protected by this Agreement;
(iii) the Restricted Party will continue to be engaged by Crestline following the Closing through employment and pursuant to the Consulting Agreement, which engagement provides the Restricted Party with continued compensation and the opportunity to further develop his professional skills and relationships within the industry; and
(iv) Crestline has a legitimate and substantial need to protect the goodwill, Acquired Assets, trade secrets, customer relationships, and proprietary formulations that it is purchasing under the APA, and the restrictive covenants set forth herein are essential to preserving the value of the consideration paid by Crestline.
Section 2.2 — Permitted Activities / Exceptions
Notwithstanding anything to the contrary contained in Section 2.1, the following activities shall not constitute a violation of the non-competition covenant set forth herein:
(a) Passive Investment. The ownership by the Restricted Party of not more than two percent (2%) of the outstanding equity securities of any class of any corporation or other entity whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that the Restricted Party does not otherwise participate in, or exercise any control over, the management, operations, business strategy, or policies of such entity, and provided further that the Restricted Party does not serve as an officer, director, employee, consultant, advisor, agent, or representative of such entity;
(b) Employment by Crestline. Employment by, or engagement with, Crestline or any of its affiliates (including, without limitation, any portfolio company of Ridgeway Capital Partners Fund III, LP, or any successor fund thereof) in any capacity, whether as an employee, consultant, officer, director, or otherwise; and
(c) Approved Activities. Any activity or engagement expressly approved in advance in writing by Crestline (such approval to be given or withheld in Crestline's sole and absolute discretion).
ARTICLE III — NON-SOLICITATION OF EMPLOYEES
Section 3.1 — Employee Non-Solicitation Covenant
During the Restricted Period, the Restricted Party shall not, directly or indirectly, alone or in combination, association, or conjunction with any other Person:
(a) solicit, recruit, hire, employ, retain, or engage, or attempt to solicit, recruit, hire, employ, retain, or engage, any Employee of the Business or any employee of Crestline or any of its affiliates who was previously an Employee of the Business, whether for employment, consulting, independent contractor, or any other similar engagement;
(b) induce, encourage, entice, cause, or attempt to induce, encourage, entice, or cause, any such Employee to leave, resign from, or otherwise terminate his or her employment or engagement with Crestline or any of its affiliates; or
(c) assist, facilitate, or cooperate with any other Person in any of the activities described in clauses (a) or (b) above, including by providing referrals, references, introductions, compensation information, or other assistance that is intended to, or has the effect of, facilitating the departure of any such Employee from Crestline or its affiliates.
The Parties acknowledge that the employee non-solicitation covenant set forth in this Section 3.1 covers all approximately three hundred forty (340) former AVP employees who are expected to receive offers of employment from Crestline on or about the Closing Date, including the approximately one hundred eighty-five (185) hourly production employees at the Butler, Pennsylvania facility who are covered by the collective bargaining agreement between AVP and the International Paperworkers Union Local 814, as well as the approximately fifty (50) employees at the Meadville, Pennsylvania facility. The Restricted Party acknowledges that, as Vice President of Operations, he has developed close working relationships with many of these employees, including key management and supervisory personnel, and that the solicitation or recruitment of such employees would cause substantial harm to Crestline's operations and the ongoing business.
Section 3.2 — Exceptions to Employee Non-Solicitation
Notwithstanding anything to the contrary in Section 3.1, the following shall not constitute a violation of the employee non-solicitation covenant:
(a) General Solicitations. General solicitations of employment that are not specifically targeted at or directed toward Employees of the Business or employees of Crestline or its affiliates, including advertisements placed in newspapers, trade publications, job boards, internet postings on general employment websites (e.g., Westmark Health IT, Indeed, or similar platforms), or similar media of general circulation, provided that such solicitations are not designed or intended to target Employees;
(b) Unsolicited Inquiries. Responding to unsolicited inquiries or applications from Employees or former Employees who contact the Restricted Party on their own initiative and without any direct or indirect solicitation, encouragement, or inducement by or on behalf of the Restricted Party; provided, however, that this exception shall not apply if the Restricted Party has engaged in any prior communication, contact, or conduct that was intended to, or reasonably could be expected to, prompt or encourage such unsolicited inquiry; and
(c) Previously Terminated Employees. Hiring or engaging any Employee who has been terminated by Crestline or its affiliates (whether voluntarily or involuntarily) for a period of at least six (6) months prior to the date of such hiring or engagement.
ARTICLE IV — NON-SOLICITATION OF CUSTOMERS AND SUPPLIERS
Section 4.1 — Customer Non-Solicitation Covenant
During the Restricted Period, the Restricted Party shall not, directly or indirectly, alone or in combination, association, or conjunction with any other Person:
(a) solicit, divert, take away, or appropriate, or attempt to solicit, divert, take away, or appropriate, the business, patronage, or orders of any Customer with respect to products or services that are competitive with or substantially similar to the products or services of the Business;
(b) induce, encourage, entice, cause, or attempt to induce, encourage, entice, or cause, any Customer to cease or materially reduce doing business with Crestline or any of its affiliates, or to transfer or redirect any portion of its business from Crestline or its affiliates to any Competing Business; or
(c) interfere with, or attempt to interfere with, the business relationship between Crestline or any of its affiliates and any Customer, including by making disparaging remarks about Crestline, its products or services, its personnel, or its business practices to any Customer or prospective customer.
The Restricted Party acknowledges that this customer non-solicitation covenant is of particular importance given that AVP's top ten (10) customers account for approximately sixty-two percent (62%) of AVP's trailing twelve-month revenue and that the Restricted Party, in his capacity as Vice President of Operations, has developed direct personal relationships with key customer contacts at many of these accounts. The Restricted Party further acknowledges that the loss or diminution of any such customer relationship would cause material and irreparable harm to Crestline and the value of the Acquired Assets.
Section 4.2 — Supplier Non-Interference Covenant
During the Restricted Period, the Restricted Party shall not, directly or indirectly, alone or in combination, association, or conjunction with any other Person:
(a) interfere with, disrupt, or attempt to interfere with or disrupt, the relationship between Crestline or any of its affiliates and any supplier, vendor, raw material provider, or service provider of the Business;
(b) induce, encourage, entice, cause, or attempt to induce, encourage, entice, or cause, any such supplier, vendor, raw material provider, or service provider to cease or materially reduce its supply of goods or services to Crestline or any of its affiliates, or to materially alter the terms of such supply to the detriment of Crestline; or
(c) divert or redirect, or attempt to divert or redirect, any supply of goods or services from Crestline or its affiliates to any Competing Business.
Without limiting the generality of the foregoing, the supplier non-interference covenant set forth in this Section 4.2 shall apply to, among others, Consolidated Linerboard Corp. (AVP's key containerboard supplier) and all other material suppliers and vendors identified in Section 4.15 of the Disclosure Schedules to the APA. The Restricted Party acknowledges that AVP's manufacturing operations are dependent upon the continued supply of raw materials, including containerboard and specialty chemical coatings, from key suppliers, and that any interference with these supply relationships would cause significant operational disruption and financial harm to Crestline.
Section 4.3 — Exceptions to Customer/Supplier Non-Solicitation
Notwithstanding anything to the contrary in Sections 4.1 and 4.2, the restrictions set forth in this Article IV shall not prohibit any activities conducted by the Restricted Party on behalf of and for the benefit of Crestline or any of its affiliates, in the Restricted Party's capacity as an employee, consultant, or authorized representative of Crestline or any such affiliate, including any activities undertaken pursuant to the Consulting Agreement or in connection with the Restricted Party's employment with Crestline.
ARTICLE V — CONFIDENTIALITY
Section 5.1 — Confidentiality Obligations
The Restricted Party shall not, during or after the Restricted Period, and regardless of the reason for any termination of the Restricted Party's employment or consulting engagement with Crestline, directly or indirectly:
(a) disclose, divulge, reveal, publish, transmit, or communicate any Confidential Information to any Person other than authorized personnel of Crestline or its affiliates who have a need to know such information in connection with the Business;
(b) use any Confidential Information for the Restricted Party's own benefit, or for the benefit of any Person other than Crestline or its affiliates; or
(c) remove, copy, photograph, or reproduce any documents, records, files, data, or materials containing or reflecting Confidential Information from the premises or systems of Crestline or its affiliates, except as necessary in the ordinary course of the Restricted Party's duties on behalf of Crestline.
The Restricted Party acknowledges that the Confidential Information includes, without limitation, trade secrets and proprietary formulations for specialty chemical-resistant coatings and food-grade packaging processes developed by AVP over many years of research and development, customer lists and detailed customer purchasing data, pricing and discount information, supplier terms and contractual arrangements, manufacturing processes and equipment specifications, production cost data and financial analyses, business plans and strategic initiatives, and marketing strategies and competitive intelligence. The Restricted Party further acknowledges that such Confidential Information has been developed by AVP at substantial cost and effort over many years and constitutes a key component of the Acquired Assets and the goodwill being purchased by Crestline under the APA.
The obligations of the Restricted Party under this Section 5.1 shall survive the expiration of the Restricted Period. With respect to Confidential Information that constitutes "trade secrets" under the New York Uniform Trade Secrets Act (or, to the extent applicable, the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.)), the confidentiality obligations set forth herein shall remain in effect for so long as such information retains its status as a trade secret under applicable law.
Section 5.2 — Exceptions to Confidentiality
The obligations set forth in Section 5.1 shall not apply to the following:
(a) Publicly Available Information. Information that is or becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by the Restricted Party or any Person acting on his behalf in violation of this Agreement;
(b) Independently Developed Information. Information that is independently developed by the Restricted Party without the use of, reliance upon, or reference to any Confidential Information, as demonstrated by the Restricted Party's contemporaneous written records;
(c) Third-Party Disclosures. Information that is received by the Restricted Party from a third party who is not, at the time of such disclosure, under any obligation of confidentiality to Crestline, AVP, or any of their respective affiliates with respect to such information; and
(d) Legally Compelled Disclosures. Information that the Restricted Party is required to disclose by applicable law, regulation, subpoena, civil investigative demand, judicial or administrative order, or other legal process; provided, however, that the Restricted Party shall, to the extent legally permissible, (i) provide Crestline with prompt written notice of any such required disclosure sufficiently in advance to permit Crestline to seek a protective order, confidential treatment, or other appropriate remedy, (ii) cooperate with Crestline in its efforts to obtain such protective order or other remedy, and (iii) disclose only that portion of the Confidential Information that the Restricted Party is legally required to disclose and shall use commercially reasonable efforts to ensure that any Confidential Information so disclosed is afforded confidential treatment.
Notice Regarding the Defend Trade Secrets Act. Pursuant to 18 U.S.C. § 1833(b), the Restricted Party shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Restricted Party files a lawsuit against Crestline for retaliation for reporting a suspected violation of law, the Restricted Party may disclose the trade secret to his attorney and use the trade secret information in the court proceeding, provided that any document containing the trade secret is filed under seal and the Restricted Party does not disclose the trade secret except pursuant to court order.
Section 5.3 — Return of Materials
Upon the expiration of the Restricted Period, or upon the termination of the Restricted Party's employment or consulting engagement with Crestline or any of its affiliates (whichever occurs later), or at any time upon the request of Crestline, the Restricted Party shall promptly:
(a) return to Crestline all documents, records, files, notebooks, memoranda, correspondence, reports, data, software, databases, and all other materials (whether in written, electronic, magnetic, optical, or any other form) containing, reflecting, or relating to Confidential Information that are in the Restricted Party's possession, custody, or control;
(b) permanently delete and destroy all electronic copies of any Confidential Information stored on any personal computer, mobile device, cloud storage account, external hard drive, USB drive, or other electronic medium owned or controlled by the Restricted Party; and
(c) certify in writing to Crestline, within ten (10) business days of such request or event, that all such materials have been returned or destroyed and that no copies have been retained, whether in physical or electronic form.
The Restricted Party shall not retain any copies, abstracts, summaries, or reproductions of any Confidential Information, except as may be required to be retained by applicable law or professional standards, and in such case, only to the extent required and subject to the continuing confidentiality obligations of this Agreement.
ARTICLE VI — INTELLECTUAL PROPERTY
Section 6.1 — Acknowledgment of IP Ownership
The Restricted Party hereby acknowledges and agrees that all intellectual property rights relating to the Business, including but not limited to patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, proprietary formulations, manufacturing processes, know-how, inventions, designs, software, databases, and all other intellectual property and proprietary rights of any kind (collectively, "Business intellectual Property"), whether developed, created, or conceived by the Restricted Party, by AVP, or by any other employee or agent of AVP, during the Restricted Party's tenure at AVP or otherwise, are and shall be the sole and exclusive property of Crestline following the Closing Date, as assigned to Crestline pursuant to the intellectual Property Assignment Agreement executed in connection with the APA.
The Restricted Party shall not, at any time during or after the Restricted Period, directly or indirectly, challenge, contest, question, or take any action inconsistent with Crestline's sole and exclusive ownership of any Business intellectual Property. The Restricted Party shall not register, apply for, or claim any ownership right, title, or interest in any Business intellectual Property, or in any intellectual property that is confusingly similar to or derived from Business intellectual Property.
Section 6.2 — Assignment of Developments
Any and all inventions, improvements, innovations, developments, discoveries, ideas, concepts, designs, methods, processes, techniques, compositions, formulas, software, and works of authorship (collectively, "Developments") that are conceived, created, developed, made, or reduced to practice by the Restricted Party, alone or jointly with others, during the term of his employment or consulting engagement with Crestline (whether or not during working hours, whether or not using Crestline's resources, and whether or not at Crestline's facilities), and that (a) relate to the Business or to the actual or reasonably anticipated business activities of Crestline or its affiliates, (b) result from or are suggested by any work performed by the Restricted Party for or on behalf of Crestline, or (c) are created using the equipment, supplies, facilities, Confidential Information, or trade secrets of Crestline or its affiliates, shall be the sole and exclusive property of Crestline.
To the extent that any such Development constitutes a "work made for hire" under the United States Copyright Act (17 U.S.C. § 101 et seq.), such Development shall be deemed a work made for hire, and Crestline shall be the author and owner thereof. To the extent that any such Development does not constitute a "work made for hire," the Restricted Party hereby irrevocably assigns, transfers, and conveys to Crestline all right, title, and interest in and to such Development, including all intellectual property rights therein, without the requirement of any further consideration. The Restricted Party agrees to execute and deliver any documents and take any actions that may be reasonably necessary or desirable to evidence, perfect, or protect Crestline's ownership of such Developments, including any assignments, applications, declarations, or other instruments, at Crestline's expense.
ARTICLE VII — ENFORCEMENT AND REMEDIES
Section 7.1 — Acknowledgment of Reasonableness
The Restricted Party hereby acknowledges and agrees that:
(a) the restrictive covenants and obligations set forth in this Agreement, including the non-competition, non-solicitation, confidentiality, and intellectual property provisions, are reasonable in scope, duration, and geographic reach and do not impose an undue hardship on the Restricted Party;
(b) the restrictive covenants are necessary to protect the legitimate business interests of Crestline, including but not limited to the goodwill, trade secrets, customer relationships, supplier relationships, proprietary formulations, and Confidential Information acquired by Crestline under the APA;
(c) the restrictions contained herein are ancillary to and made in connection with the sale of the Acquired Assets under the APA, and the enforcement of these restrictions will not prevent the Restricted Party from earning a livelihood;
(d) the consideration received by the Restricted Party, including his pro rata share of the aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) as a ten percent (10%) shareholder of AVP (representing approximately Eighteen Million Dollars ($18,000,000), subject to adjustments), the continued employment opportunity with Crestline, and the compensation and benefits payable under the Consulting Agreement, constitutes fair, adequate, and sufficient consideration for the covenants and obligations set forth herein; and
(e) Crestline has entered into the APA and agreed to pay the purchase price set forth therein in material reliance upon the Restricted Party's agreement to be bound by the restrictive covenants contained in this Agreement.
Section 7.2 — Injunctive Relief
The Restricted Party acknowledges and agrees that a breach or threatened breach of any of the covenants or obligations set forth in this Agreement would cause Crestline irreparable injury and harm that cannot be adequately compensated by an award of monetary damages, and that Crestline would have no adequate remedy at law. Accordingly, in the event of any actual or threatened breach of this Agreement by the Restricted Party, Crestline shall be entitled to seek and obtain, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief, specific performance, and such other equitable relief as may be appropriate to restrain or enjoin such breach or threatened breach, without the necessity of (i) posting any bond, surety, or other security (the requirement for which is hereby waived by the Restricted Party to the fullest extent permitted by applicable law), or (ii) proving actual damages or irreparable harm (which the Restricted Party hereby concedes would result from any such breach).
The equitable remedies set forth in this Section 7.2 shall be cumulative and in addition to, and not in substitution for, any and all other remedies available to Crestline at law or in equity, including but not limited to the recovery of monetary damages, disgorgement of profits, and the recovery of attorneys' fees and costs pursuant to Section 7.5. The election by Crestline to pursue any one or more remedies shall not preclude or constitute a waiver of Crestline's right to pursue any other available remedy.
Section 7.3 — Tolling
In the event that the Restricted Party breaches any covenant or obligation set forth in Articles II, III, or IV of this Agreement, the Restricted Period applicable to such covenant shall be automatically extended by a period of time equal to the duration of such breach, commencing on the date the breach begins and ending on the date the breach is cured or permanently enjoined, such that Crestline receives the full benefit of the agreed-upon restricted period. The tolling of the Restricted Period pursuant to this Section 7.3 shall be in addition to, and not in limitation of, any other rights or remedies available to Crestline under this Agreement or applicable law. For the avoidance of doubt, the tolling provision set forth in this Section 7.3 shall not be subject to the five (5)-year aggregate cap on the Restricted Period set forth in the definition of "Restricted Period" in Section 1.1.
Section 7.4 — Judicial Modification / Blue Pencil
In the event that any court of competent jurisdiction determines that any covenant, restriction, or obligation set forth in this Agreement is unenforceable as written by reason of its scope, duration, geographic reach, or otherwise, the Parties hereby authorize and request such court to reform, revise, and modify such covenant, restriction, or obligation to the minimum extent necessary to render it enforceable under applicable law, and to enforce such covenant, restriction, or obligation as so reformed, revised, and modified, rather than rendering the entire covenant, restriction, or obligation void or unenforceable.
The Parties intend that each covenant, restriction, and obligation set forth in this Agreement be construed as a separate and independent covenant and be independently enforceable. The invalidity, illegality, or unenforceability of any one provision, covenant, or restriction shall not affect or impair the validity, legality, or enforceability of any other provision, covenant, or restriction contained herein, and the remaining provisions, covenants, and restrictions shall continue in full force and effect.
Section 7.5 — Recovery of Costs
In any action, suit, or proceeding brought to enforce any provision of this Agreement, or arising out of or relating to any breach or alleged breach of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, costs, and expenses (including fees and costs incurred in connection with any appeal), in addition to any other relief to which such prevailing party may be entitled. For purposes of this Section 7.5, the "prevailing party" shall be the party that substantially prevails on the merits of the disputed claims or defenses.
ARTICLE VIII — REPRESENTATIONS AND WARRANTIES OF THE RESTRICTED PARTY
Section 8.1 — Representations and Warranties
The Restricted Party hereby represents and warrants to Crestline, as of the Effective Date, as follows:
(a) Capacity. The Restricted Party has full legal capacity and authority to execute, deliver, and perform this Agreement and to carry out the transactions and obligations contemplated hereby. No consent, approval, authorization, or order of any court, governmental authority, or other Person is required in connection with the execution, delivery, or performance of this Agreement by the Restricted Party.
(b) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of the Restricted Party, enforceable against the Restricted Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(c) No Conflicts. The Restricted Party is not a party to, and is not bound by, any other agreement, contract, arrangement, understanding, or obligation (whether written or oral) that would conflict with, prevent, restrict, or impair the Restricted Party's ability to execute, deliver, and fully perform his obligations under this Agreement, including the restrictive covenants set forth herein. The execution, delivery, and performance of this Agreement will not result in any violation of, or default under, any other agreement to which the Restricted Party is a party.
(d) Legal Counsel. The Restricted Party has had a full and adequate opportunity to consult with independent legal counsel of his own choosing regarding this Agreement prior to executing it. The Restricted Party has been advised by his counsel, Broadmoor Strauss & Kline LLP, and has been informed of, and understands, the legal consequences of executing this Agreement, including the restrictions on his future business activities.
(e) Voluntary Execution. The Restricted Party is entering into this Agreement voluntarily, with full knowledge and understanding of its terms, conditions, and consequences. The Restricted Party has not been coerced, threatened, or unduly influenced by any person in connection with the execution of this Agreement. The Restricted Party has had sufficient time to review and consider this Agreement and has not been subjected to any time pressure or duress.
ARTICLE IX — GENERAL PROVISIONS
Section 9.1 — Governing Law
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The selection of New York law as the governing law of this Agreement is consistent with the governing law provision of the APA and is a material term of this Agreement.
Section 9.2 — Jurisdiction and Venue
Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts. Each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, (b) any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum, and (c) any right to remove any such action, suit, or proceeding to any other court or jurisdiction.
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, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 9.2.
Section 9.3 — Notices
All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received (a) when delivered by hand or personal delivery, (b) one (1) business day after being sent by a nationally recognized overnight courier service (with written confirmation of delivery), or (c) three (3) business days after being sent by certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a Party may designate by written notice given in accordance with this Section 9.3):
If to Crestline:
Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308
Attention: Sandra K. Liu, General Counsel
Telephone: (330) 555-4200
Email: sliu@crestlinepackaging.com
with a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Attention: Harrison Wexford
Telephone: (212) 555-7800
Email: hwexford@calderwoodharkness.com
If to the Restricted Party:
Michael G. Horvath At his residential address on file with Crestline
with a copy to (which shall not constitute notice):
Broadmoor Strauss & Kline LLP 600 Grant Street, Suite 4200 Pittsburgh, PA 15219
Attention: Nathan R. Feldstein
Telephone: (412) 555-3100
Email: nfeldstein@broadmoorlaw.com
Section 9.4 — Entire Agreement
This Agreement, together with the APA, the Consulting Agreement, and the other Transaction Documents (as defined in the APA), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, agreements, and understandings (whether oral or written) between the Parties relating to such subject matter. No Party shall be bound by, or liable for, any alleged representation, promise, inducement, or statement of intention not set forth in this Agreement or the other Transaction Documents.
Section 9.5 — Amendment and Waiver
This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is to be enforced. No waiver of any breach or default of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision, and no waiver shall be effective unless made in writing. The failure or delay of any Party to exercise any right or remedy under this Agreement shall not constitute a waiver of such 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 9.6 — Assignment
The Restricted Party may not assign, delegate, or otherwise transfer this Agreement, or any of his rights, interests, or obligations hereunder, to any other Person without the prior written consent of Crestline, and any attempted assignment, delegation, or transfer in violation of this Section 9.6 shall be null and void and of no force or effect. Crestline may, without the consent of the Restricted Party, assign this Agreement and all of its rights and obligations hereunder to (a) any successor in interest to all or substantially all of the Business, whether by merger, consolidation, sale of assets, or otherwise, or (b) any affiliate of Crestline (including any portfolio company of Ridgeway Capital Partners Fund III, LP, or any successor fund thereof); provided, however, that no such assignment shall relieve Crestline of its obligations under this Agreement unless the assignee expressly assumes such obligations in a written instrument delivered to the Restricted Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
Section 9.7 — Severability
If any provision of this Agreement, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Agreement shall continue in full force and effect. In the event of any such determination, the Parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the original provision.
Section 9.8 — No Third-Party Beneficiaries
This Agreement is entered into solely for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person (including any Employee, Customer, or supplier) any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement.
Section 9.9 — Counterparts; Electronic Signatures
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail (including in portable document format (.pdf)) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of an originally executed counterpart. Electronic signatures complying with the federal ESIGN Act of 2000, the New York Electronic Signatures and Records Act (ESRA), or the Uniform Electronic Transactions Act, as applicable, shall be deemed original signatures for all purposes.
Section 9.10 — Construction
The Parties acknowledge and agree that they have participated jointly in the negotiation and drafting of this Agreement, and that each Party has been represented by legal counsel in connection therewith. In the event of any ambiguity or question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision hereof.
The headings and captions contained in this Agreement are included for convenience of reference only and shall not be given any substantive effect or affect the meaning, construction, or interpretation of any provision hereof. Unless the context otherwise requires: (a) references to "Articles," "Sections," and other subdivisions refer to the Articles, Sections, and other subdivisions of this Agreement; (b) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (c) the word "or" is not exclusive; (d) the words "herein," "hereof," "hereby," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision; and (e) references to any Person shall include such Person's successors and permitted assigns.
Section 9.11 — Relationship to Other Agreements
The obligations of the Restricted Party under this Agreement are in addition to, and not in limitation or substitution of, any obligations the Restricted Party may have under the Consulting Agreement, the APA, or any other agreement, arrangement, or understanding between the Restricted Party and Crestline or any of its affiliates. Nothing in this Agreement shall be deemed to amend, modify, supersede, or limit any provision of the Consulting Agreement, the APA, or any other Transaction Document, except as expressly set forth herein.
In the event of any conflict or inconsistency between the restrictive covenants set forth in this Agreement and any restrictive covenants set forth in the Consulting Agreement or any other agreement between the Parties with respect to the same subject matter, the more restrictive provision shall control and govern in all respects. The Parties intend that the restrictive covenants contained in this Agreement and in the Consulting Agreement be read together to provide Crestline with the broadest protection permitted by applicable law.
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: ________
RESTRICTED PARTY
________________________________________
Michael G. Horvath, individually
Date: ________
Signature Page to Non-Competition and Non-Solicitation Agreement

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

CRESTLINE PACKAGING SOLUTIONS LLC

MICHAEL G. HORVATH

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

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CRESTLINE PACKAGING SOLUTIONS LLC

RESTRICTED PARTY

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