Contract analysis

1. Transaction Structure The proposed transaction is structured as an asset purchase in which Buyer will acquire substantially all of the assets of AVP used in or related to the conduct of AVP's corrugated and specialty packaging business (the "Business"). The APA provides that it shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choic

2. Purchase Price The aggregate purchase price payable by Buyer at the Closing is One Hundred Eighty Million Dollars ($180,000,000) in cash (the "Purchase Price"), subject to customary post-closing adjustments for Net Working Capital, Indebtedness, Transaction Expenses, and Cash, each as defined in the APA. The Purchase Price is to be paid by wire transfer of immediately available funds to an account or accounts desi

3. Escrow. The draft APA provides that Nine Million Dollars ($9,000,000), representing five percent (5%) of the Purchase Price (the "Escrow Amount"), shall be deposited at Closing with Atlantic Fiduciary Trust Company, as escrow agent (the "Escrow Agent"), pursuant to the terms of an Escrow Agreement substantially in the form attached to the APA as Exhibit C. The Escrow Amount is intended to secure Seller's indemnifi

4. Net Working Capital Adjustment The APA includes a Net Working Capital adjustment mechanism. The target Net Working Capital is Twelve Million Four Hundred Thousand Dollars ($12,400,000) (the "Target NWC"), which has been derived from AVP's trailing twelve-month average Net Working Capital as set forth in AVP's internally prepared financial statements. Net Working Capital shall be measured as of 11:59 PM Eastern Tim

5. Acquired Assets and Excluded Assets Acquired Assets. The Acquired Assets include substantially all assets owned, held, or used by Seller in the operation of the Business, including without limitation: (a) the owned real property located at the Butler facility (250 Industrial Boulevard, Butler, PA 16001) and the Meadville facility (1480 Conneaut Lake Road, Meadville, PA 16335), together with all improvements, fixtu

6. Assumed Liabilities and Excluded Liabilities Assumed Liabilities. At the Closing, Buyer will assume only the following liabilities and obligations of Seller (collectively, the "Assumed Liabilities"): (a) trade payables and accrued expenses arising in the ordinary course of business and reflected on the Closing Statement or included in the calculation of Net Working Capital; (b) all post-Closing obligations arising

7. Representations and Warranties The draft APA contains customary and comprehensive representations and warranties of both Seller and Buyer. Seller's representations and warranties address, among other matters, corporate organization, authority, capitalization, financial statements, absence of undisclosed liabilities, absence of certain changes, compliance with laws, material contracts, real property, intellectual p

8. Indemnification. The indemnification provisions of the APA include the following key parameters: (a) Cap: Seller's aggregate liability for indemnification claims under the APA (other than claims arising from breaches of Fundamental Representations, fraud, or willful misconduct) shall not exceed twenty-five percent (25%) of the Purchase Price, or Forty-Five Million Dollars ($45,000,000) (the "Cap"). (b) Basket: Sel

9. Real Property The APA provides for the conveyance of the following owned real property from Seller to Buyer at the Closing by special warranty deed: (a) Butler Facility: Located at 250 Industrial Boulevard, Butler, Pennsylvania 16001, consisting of approximately 285,000 square feet of manufacturing, warehousing, and office space situated on approximately 22.5 acres. (b) Meadville Facility: Located at 1480 Conneaut

10. Employees and Benefits The APA provides that Buyer shall extend offers of employment (on terms and conditions substantially comparable to those provided by Seller immediately prior to the Closing, subject to certain adjustments as set forth in Section 7.1 of the APA) to substantially all of the approximately three hundred forty (340) employees of AVP as of the Closing Date. Employees who accept Buyer's offer of e

11. Closing Conditions The obligations of the parties to consummate the Closing are subject to customary closing conditions, including without limitation: (a) the accuracy of the representations and warranties of each party as of the Closing Date (subject to applicable materiality and Material Adverse Effect qualifiers); (b) the performance in all material respects of the covenants and agreements of each party requir

12. Non-Competition and Non-Solicitation As a condition to the Closing, Gerald W. Horvath (CEO and principal shareholder of AVP) and Michael G. Horvath (Executive Vice President, Operations, of AVP) shall each execute a Non-Competition and Non-Solicitation Agreement in the forms attached to the APA as Exhibits E-1 and E-2, respectively. The non-competition and non-solicitation covenants contained therein are consiste

13. Transition Services Agreement The APA contemplates that at Closing, the parties shall enter into a Transition Services Agreement substantially in the form attached as Exhibit G (the "TSA"), pursuant to which Seller will provide certain transitional services to Buyer for a period of up to one hundred twenty (120) days following the Closing Date. The services to be provided include payroll processing and administra

14. Termination. The APA may be terminated by either party if the Closing has not occurred on or before September 30, 2025 (the "Outside Date" or "Drop-Dead Date"), provided that the right to terminate shall not be available to any party whose breach of any provision of the APA has been the principal cause of the failure of the Closing to have occurred by such date. The APA also includes customary mutual termination

1. Asset Purchase Agreement (clean draft)

2. Exhibit A — Form of Bill of Sale

3. Exhibit B — Form of Assignment and Assumption Agreement

4. Exhibit C — Form of intellectual Property Assignment Agreement

5. Exhibit D — Form of Escrow Agreement

6. Exhibit E-1 — Form of Non-Competition and Non-Solicitation Agreement (Gerald W. Horvath)

7. Exhibit E-2 — Form of Non-Competition and Non-Solicitation Agreement (Michael G. Horvath)

8. Exhibit G — Form of Transition Services Agreement Please note that Buyer's Disclosure Schedules are currently in preparation and will be circulated to you separately upon completion. We anticipate delivery of Buyer's Disclosure Schedules within approximately two weeks. Seller's Disclosure Schedules are to be prepared and delivered by Seller and its counsel in accordance with the requirements of the APA, and we res