Contract analysis

I. Executive Summary This memorandum summarizes the material terms, structure, parties, financing, and key diligence considerations in connection with the proposed acquisition by Crestline Packaging Solutions LLC ("Crestline" or "CPS"), an Ohio limited liability company and portfolio company of Ridgeway Capital Partners Fund III, LP ("Ridgeway" or the "Sponsor"), of substantially all of the assets of Allegheny Valley

II. Parties and Key Personnel A. Buyer — Crestline Packaging Solutions LLC Full Legal Name: Crestline Packaging Solutions LLC Entity Type: Ohio limited liability company Headquarters: 4100 Commerce Parkway, Suite 800, Akron, OH 44308 Registered Agent: Capitol Statutory Services Inc., 65 East Ashbury Asset Advisors, Columbus, OH 43215 Ohio Secretary of State Filing No.: 4287653 Federal Employer Identification Number (

III. Transaction Structure The transaction is structured as an asset purchase pursuant to which Crestline will acquire substantially all of the assets of AVP, and assume certain specified liabilities, pursuant to the APA. The APA will be governed by the laws of the State of New York. Crestline is the Buyer and AVP is the Seller under the APA. As noted above, this transaction represents the third bolt-on acquisition b

IV. Purchase Price and Consideration The aggregate Purchase Price for the Acquired Assets is One Hundred Eighty Million Dollars ($180,000,000), payable in cash at closing, subject to the adjustments and escrow arrangements described below. Cash at Closing. The amount payable at closing will be $180,000,000, less the Escrow Amount of $9,000,000, and subject to customary closing adjustments for (a) estimated Net Workin

V. Net Working Capital Adjustment The APA will include a customary post-closing Net Working Capital ("NWC") adjustment mechanism to ensure that the business is delivered with an appropriate level of working capital at closing. The key terms of the NWC adjustment are as follows: Target Net Working Capital. The Target NWC has been agreed by the parties at $12,400,000, based on a trailing twelve-month average of AVP's n

VI. Financing A. Sources of Funds — Summary The Purchase Price will be funded from the following sources: Reconciliation: The total Purchase Price of $180,000,000 is funded by $50,000,000 of equity from Ridgeway and $130,000,000 of incremental debt ($180,000,000 − $50,000,000 = $130,000,000). Transaction costs, including the R&W insurance premium, legal fees, and other advisory fees, are expected to be funded from Cr

VII. Indemnification Framework The APA will contain a customary post-closing indemnification framework pursuant to which each party will indemnify the other for breaches of representations, warranties, and covenants, as well as for certain specifically identified matters. The key parameters of the indemnification framework, as currently negotiated, are summarized below. A. Cap and Basket Indemnification Cap. Seller's

VIII. Escrow Arrangement The escrow arrangement serves as the primary mechanism for securing post-closing indemnification claims by Buyer under the APA. The key terms are as follows: Escrow Amount: $9,000,000, representing five percent (5%) of the aggregate Purchase Price ($180,000,000 × 0.05 = $9,000,000). The Escrow Amount will be withheld from the cash payable to Seller at closing and deposited directly into the e

IX. Representations and Warranties Insurance In connection with the acquisition, Crestline has procured a buy-side representations and warranties insurance ("R&W Insurance") policy to provide additional protection against losses arising from breaches of Seller's representations and warranties in the APA. The key terms of the R&W Insurance policy are as follows: Carrier: Northbridge Specialty Insurance Company. Policy

X. Target Business Overview A. Facilities AVP operates two manufacturing facilities, both of which are owned in fee by AVP and will be conveyed to Crestline at closing by special warranty deed: The Butler Plant serves as AVP's headquarters and primary production facility. The facility houses the corrugating lines, die-cutting equipment, flexographic printing presses, and the specialty coatings application line. The M

XI. Environmental Matters Environmental diligence is a critical workstream for this transaction, particularly in light of the identified contamination at the Butler Plant. The environmental diligence is being conducted by Greenvale Environmental Sciences LLC, with Dr. Alicia Fernandez serving as Project Lead. The status of the environmental assessments is summarized below. Phase I Environmental Site Assessments. Phas

XII. Employees and Benefits Employee Transition. Crestline will extend offers of employment to substantially all of AVP's approximately 340 employees in connection with the closing. The terms of employment (including compensation, benefits, and job responsibilities) will be determined by Crestline, subject to the requirements of the collective bargaining agreement applicable to hourly employees at the Butler Plant. I

XIII. Tax Considerations The following summarizes the principal tax considerations applicable to the transaction. A more comprehensive analysis is set forth in the Tax Structure Memorandum prepared by Leonard Cross (Partner, Tax). Purchase Price Allocation. The aggregate Purchase Price will be allocated among the Acquired Assets in accordance with Section 1060 of the Internal Revenue Code and Treasury Regulation § 1.

XIV. Regulatory and Third-Party Consents HSR Act. Based on the applicable size-of-transaction and size-of-parties threshold analysis under the HSR Act and related FTC rules, a pre-merger notification filing is not required for the transaction. This conclusion is based on the asset carve-out analysis, which confirms that the value of the Acquired Assets falls below the applicable filing threshold after giving effect t

XV. Key Ancillary Agreements The following ancillary agreements will be negotiated, executed, and delivered at or prior to the closing of the transaction:

1. Bill of Sale — Conveying all tangible personal property included in the Acquired Assets from Seller to Buyer. The Bill of Sale will be in customary form and will convey the tangible personal property on an "as-is, where-is" basis, subject to the representations and warranties in the APA.

2. Assignment and Assumption Agreement — Assigning the Assumed Contracts and Assumed Liabilities from Seller to Buyer, and evidencing Buyer's assumption thereof. The Assignment and Assumption Agreement will identify each Assumed Contract and Assumed Liability by reference to the applicable schedule to the APA. 3. intellectual Property Assignment Agreement — Assigning all intellectual property included in the Acquired