Contract analysis

1. Cross-References and General Applicability. These Buyer's Disclosure Schedules are arranged in sections and subsections corresponding to the numbered sections and subsections of Article IV of the Agreement to which they relate. Notwithstanding the foregoing, any information set forth in one section or subsection of these Buyer's Disclosure Schedules shall be deemed to apply to and qualify any other section or subs

2. No Admission of Materiality. The inclusion of any item, matter, or information in these Buyer's Disclosure Schedules does not constitute an admission by Buyer that such item, matter, or information is material or is required to be disclosed under the Agreement, nor shall the inclusion of any such item, matter, or information establish a standard of materiality for any purpose whatsoever, including for purposes of

3. No Third-Party Rights. These Buyer's Disclosure Schedules are not intended to, and shall not, create any rights in any third party. No person other than the parties to the Agreement (and their respective permitted successors and assigns) shall be entitled to rely upon the disclosures set forth herein for any purpose whatsoever.

4. Headings. The headings and captions contained in these Buyer's Disclosure Schedules are for convenience of reference only and shall not affect the meaning, interpretation, or construction of the disclosures set forth herein.

5. Currency. All dollar amounts set forth in these Buyer's Disclosure Schedules are expressed in United States dollars unless otherwise specified.

6. Knowledge Qualifier. Where these Buyer's Disclosure Schedules refer to the "knowledge" of Buyer, such reference shall have the meaning ascribed to the term "Knowledge of Buyer" as defined in Section 1.1 of the Agreement.

7. Documents Referenced. Certain documents, agreements, and instruments are referenced in these Buyer's Disclosure Schedules. Such references are qualified in their entirety by the actual terms of the referenced documents, agreements, and instruments, and the descriptions contained herein are summary in nature and do not purport to be complete. In the event of any discrepancy between a summary description contained h

8. Preparation. These Buyer's Disclosure Schedules have been prepared by Calderwood & Harkness LLP, counsel to Buyer, in coordination with Sandra K. Liu, General Counsel of Crestline Packaging Solutions LLC. Inquiries regarding the contents of these Buyer's Disclosure Schedules should be directed to Harrison Wexford at Calderwood & Harkness LLP (telephone: (212) 848-7300; email: hwexford@calderwoodharkness.com) or to

1. Legal Name and Entity Information.

3. Principal Office / Headquarters.

4. Good Standing. Buyer confirms that it is duly organized, validly existing, and in good standing under the laws of the State of Ohio. A certificate of good standing issued by the Ohio Secretary of State, dated as of June 10, 2025, has been obtained and will be delivered at Closing as part of the Buyer's closing deliverables pursuant to Section 7.3 of the Agreement.

5. Foreign Qualifications. Buyer is duly qualified or registered to do business as a foreign limited liability company and is in good standing in each of the following jurisdictions: Buyer's existing qualifications in Indiana and Kentucky correspond to its plant operations in those states.

6. Pending Foreign Qualification — Commonwealth of Pennsylvania. Buyer is not currently qualified or registered to do business in the Commonwealth of Pennsylvania. In connection with the acquisition of the Purchased Assets, including the real property assets located in Butler, Pennsylvania (the "Butler Facility") and Meadville, Pennsylvania (the "Meadville Facility"), Buyer will be required to obtain a certificate of

1. Due Authorization. The execution, delivery, and performance by Buyer of the Agreement and each of the Ancillary Agreements to which Buyer is or will be a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary limited liability company action on the part of Buyer. Such authorization includes the requisite approval by Buyer's members and managers in accordanc

2. Sole Member. The sole member of Crestline Packaging Solutions LLC is: Ridgeway Capital Partners Fund III, LP acts through its general partner, Ridgeway Capital GP III LLC, with respect to all actions taken in its capacity as the sole member of Buyer. The managing partners of Ridgeway Capital Partners are Julian C. Adler and Francesca DiNardo.

3. Member/Manager Resolutions. Resolutions of the sole member of Buyer (acting through its general partner) and resolutions of the managers of Buyer authorizing the execution, delivery, and performance of the Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated thereby, were duly adopted on June 12, 2025. Certified copies of such resolutions will be delivered at Closing by Buy

4. Authorized Signatories. The following officers of Buyer are authorized to execute and deliver the Agreement and the Ancillary Agreements, and all other documents, instruments, and certificates required to be delivered by Buyer in connection with the transactions contemplated thereby: Each of the foregoing officers has been duly appointed and is currently serving in the capacity indicated. Incumbency certificates w

1. Hart-Scott-Rodino Act. A filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission, is not required in connection with the transactions contemplated by the Agreement. Calderwood & Harkness LLP has conducted a comprehensive filing threshold analysis and has determined that no HSR Act filing

2. Pennsylvania Department of State — Foreign Qualification. Buyer is required to file an application for a certificate of authority to transact business as a foreign limited liability company in the Commonwealth of Pennsylvania with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, in connection with Buyer's operation of the Butler Facility and the Meadville Facility followin

3. Ohio Secretary of State. Any filings required with the Ohio Secretary of State in connection with amendments to Buyer's Certificate of Formation or Operating Agreement, if applicable, in connection with the transactions contemplated by the Agreement. As of the date hereof, no such amendments are anticipated to be required, and no such filings are expected to be necessary. Sub-Schedule 4.3(c) — Third-Party Consents

1. Existing Credit Agreement — Pinnacle National Bank, N.A. Credit Agreement: Credit Agreement, dated as of November 15, 2021, among Crestline Packaging Solutions LLC, as borrower, the lenders from time to time party thereto, and Pinnacle National Bank, N.A., as Administrative Agent and Lead Arranger (as amended by Amendment No. 1, dated March 22, 2023, and Amendment No. 2, dated August 10, 2024, the "Existing Credit

2. Syndicate Lenders — Commonwealth Merchant Bank and Heartland Commercial Finance LLC. Commonwealth Merchant Bank and Heartland Commercial Finance LLC are syndicate lenders under the Existing Credit Agreement. To the extent that the incremental joinder mechanics under Section 2.14 of the Existing Credit Agreement require consent, approval, or non-objection of existing lenders (including with respect to the identity

3. Equity Commitment Letter — Ridgeway Capital Partners Fund III, LP. Pursuant to the Equity Commitment Letter, dated April 22, 2025, Ridgeway Capital Partners Fund III, LP has committed to contribute $50,000,000 in equity to Buyer to fund a portion of the Purchase Price. The obligation of Ridgeway Capital Partners Fund III, LP to fund its equity commitment is subject to the satisfaction of customary conditions, incl

1. Description of the Incremental Term Loan. Buyer intends to finance a portion of the Purchase Price through the incurrence of an incremental term loan facility in the aggregate principal amount of $130,000,000 (the "Incremental Term Loan") under the Existing Credit Agreement, to be established pursuant to Amendment No. 3 to the Existing Credit Agreement. The material terms and details of the Incremental Term Loan a

3. Commitment Expiration and Availability.

4. Form of Financing. The Incremental Term Loan will be established through Amendment No. 3 to the Existing Credit Agreement. Amendment No. 3 will incorporate the Incremental Term Loan into the existing credit facility, with the proceeds of the Incremental Term Loan to be used solely to finance a portion of the Purchase Price and to pay fees and expenses incurred in connection with the transactions contemplated by th

5. Conditions to Funding. The obligation of the lenders to fund the Incremental Term Loan is subject to the satisfaction of customary conditions precedent, including, without limitation: (a) execution and delivery of the definitive Asset Purchase Agreement by the parties thereto; (b) execution and delivery of Amendment No. 3 to the Existing Credit Agreement by Buyer and the requisite lenders; (c) delivery of all clos

1. Description of the Equity Contribution. In addition to the Debt Financing described in Sub-Schedule 4.5(a) above, Buyer will fund a portion of the Purchase Price through an equity contribution from its sole member. The material terms and details of the equity contribution are as follows:

2. Conditions to Equity Funding. The obligation of Ridgeway Capital Partners Fund III, LP to fund its equity commitment is subject to the satisfaction of customary conditions, including: (a) execution of the definitive Asset Purchase Agreement by the parties thereto; (b) satisfaction or waiver of the closing conditions set forth in Article VII of the Agreement; (c) the contemporaneous funding of the Debt Financing; a

1. No Broker, Finder, or Investment Banker Engaged by Buyer. Buyer has not engaged, retained, or employed any broker, finder, financial advisor, or investment banker in connection with the transactions contemplated by the Agreement, and no such person is entitled to receive any brokerage commission, finder's fee, financial advisory fee, or similar compensation from Buyer in connection with such transactions.

2. Advisors Engaged by Buyer. For informational purposes, the following advisors have been engaged by Buyer in connection with the transactions contemplated by the Agreement. None of the following engagements involves the payment of any brokerage commission, finder's fee, or investment banking fee: (a) Legal Counsel: (b) Accounting / Financial Diligence Advisor: (c) Environmental Consultant: (d) Representations and W

3. Seller's Investment Banker. Buyer acknowledges that Seller has engaged Veltrano Hargrave & Co. (Managing Director: Warren T. Blackwell) as its investment banker in connection with the transactions contemplated by the Agreement. Any fees, commissions, or other compensation payable to Veltrano Hargrave & Co. in connection with the transactions constitute Transaction Expenses of Seller and are Excluded Liabilities un

1. Representations and Warranties Insurance Policy. Buyer has obtained (or is in the process of binding) a buyer-side representations and warranties insurance policy (the "R&W Policy") in connection with the transactions contemplated by the Agreement. The material terms and details of the R&W Policy are as follows:

2. Policy Status. The R&W Policy has been bound in connection with the execution of the Agreement. The R&W Policy will become effective upon the occurrence of the Closing. In the event that the Closing does not occur and the Agreement is terminated in accordance with its terms, the R&W Policy will not become effective, and Buyer's sole obligation will be to pay any non-refundable portion of the underwriting fee and p

3. Interaction with APA Indemnification Framework. The R&W Policy is intended to supplement, and not to replace, Seller's indemnification obligations under Article IX of the Agreement. For reference, the key parameters of Seller's indemnification obligations under the Agreement are as follows: The R&W Policy provides coverage for Losses arising from breaches of Seller's representations and warranties in the Agreement