Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the key terms, coverage parameters, exclusions, and potential gaps of the buyer-side representations and warranties insurance policy (the "R&W Insurance" or the "Policy") obtained in connection with the proposed acquisition by Crestline Packaging Solutions LLC ("Crestline," "CPS," or "Buyer") of substantially all assets of Allegheny Valley Packaging,

II. Transaction Overview The following is a summary of the material terms and structure of the Transaction, provided for context in evaluating the scope and adequacy of the R&W Insurance Policy. Buyer. Crestline Packaging Solutions LLC is an Ohio limited liability company and a portfolio company of Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership. Ridgeway Capital Partners is a middle-market pri

III. Insurance Placement Process A. Broker Engagement Crestline engaged Greystone Marsh Advisory LLC ("Greystone Marsh") as its exclusive representations and warranties insurance broker for the Transaction. Philip J. Tanaka, a Managing Director at Greystone Marsh specializing in transactional risk insurance for middle-market M&A transactions, serves as the lead broker on this placement. Greystone Marsh's principal of

IV. Policy Terms Summary This Section IV sets forth a summary of the material terms of the Policy as reflected in the non-binding indication and the draft Policy form received from Northbridge. Final Policy terms will be confirmed upon binding and issuance of the Policy. A. Named Insured The named insured under the Policy is Crestline Packaging Solutions LLC. In addition, the following entities are included as additi

V. Covered Representations and Warranties The Policy provides coverage for losses arising from breaches of all representations and warranties made by Seller in the APA, subject to the exclusions, conditions, and limitations described in Sections VI and XI of this memorandum. The following is a summary of the covered representations, organized by category: • Organization and Good Standing — Representations that AVP is

VI. Key Exclusions and Carve-Outs The Policy contains a number of exclusions and carve-outs that limit the scope of coverage. Understanding these exclusions is critical to evaluating the overall risk allocation framework for the Transaction. The following is a summary of the material exclusions. A. Known Matters / Disclosed Matters The Policy excludes coverage for matters that were actually known to the deal team or

1. Butler Environmental Condition. The Recognized Environmental Condition ("REC") identified at the Butler property — specifically, the historical solvent use and disposal area located at the northeast corner of the property — is a known matter excluded from Policy coverage. The Phase I Environmental Site Assessment prepared by Greenvale Environmental Sciences LLC (project lead: Dr. Alicia Fernandez) identified this

2. Sales/Use Tax Exposure. The approximately $420,000 in potential sales and use tax exposure identified across Pennsylvania, Ohio, and West Virginia for tax periods 2021 through 2024 is a known matter. This exposure was identified during the tax diligence process conducted by Hargrove Thornton LLP and relates to potential nexus and taxability issues arising from AVP's sales activities and use tax obligations in thes

3. Pension Underfunding. The approximately $3,100,000 underfunded pension obligation under AVP's defined benefit pension plan constitutes a known matter. Under the APA, the pension underfunding is classified as an Excluded Liability, meaning Seller retains responsibility for this obligation, and it will not be assumed by Buyer as part of the Acquired Assets transaction. Accordingly, the pension underfunding is exclud

4. AVP Existing Indebtedness. The approximately $14,200,000 outstanding under AVP's revolving credit facility with Merchants & Traders Bank, which is to be repaid in full at or prior to the Closing, is an Excluded Liability under the APA and is excluded from Policy coverage. This is standard, as existing seller indebtedness is a pre-closing obligation that is addressed through the closing mechanics of the APA (payoff

I. Asbestos and PFAS The Policy contains a standard exclusion for liabilities arising from or relating to asbestos-containing materials and per- and polyfluoroalkyl substances ("PFAS"). This exclusion is essentially universal in current R&W insurance placements and reflects the difficulty carriers face in underwriting and pricing these long-tail environmental and toxic tort risks. Neither the Phase I nor Phase II Env

VII. Interaction with APA Indemnification Framework The R&W Policy is designed to work in concert with the APA's indemnification provisions, providing complementary coverage that enhances Buyer's overall risk protection. This Section describes the APA indemnification framework and explains how the Policy interacts with each component. A. APA Indemnification Summary The APA provides for customary post-closing indemnif

VIII. Coverage Gap Analysis Based on our review of the Policy terms, the APA indemnification framework, and the Transaction risk profile, we have identified the following coverage gaps and residual risks. For each gap, we describe the nature of the risk, the Policy's treatment, available mitigants, and our recommendations. A. Gap 1: Known Environmental Matters (Butler TCE) Risk. Estimated remediation costs of $1,200,