Contract analysis

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the following meanings: "APA" means that certain Asset Purchase Agreement, dated as of June 15, 2025, by and between Buyer and Seller, as the same may be amended, modified, supplemented, or restated from time to time in accordance with its terms. "Buyer" means Crestline Packaging Solutions LLC, an Ohio limited liability company, and it

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSIT

Section 2.1 Establishment of Escrow Account. Escrow Agent shall establish and maintain a segregated escrow account at Atlantic Fiduciary Trust Company, which shall be designated the "Crestline/AVP Escrow Account" or such other name as Escrow Agent may assign (the "Escrow Account"), for the sole and exclusive purpose of holding, investing, and disbursing the Escrow Funds in accordance with the terms and conditions of

Section 2.2 Deposit of Escrow Amount. On the Closing Date, Buyer shall deposit, or cause to be deposited, via wire transfer of immediately available funds in United States Dollars, Nine Million Dollars ($9,000,000) into the Escrow Account in accordance with the wire transfer instructions set forth in Exhibit A attached hereto and incorporated herein by reference. Escrow Agent shall acknowledge receipt of such deposit

Section 2.3 Nature of Escrow. The Escrow Funds shall be held by Escrow Agent as a trust fund and shall not be subject to any lien, attachment, levy, garnishment, trustee process, or any other judicial or administrative process of any creditor of any Party hereto. No Party shall have the right to pledge, hypothecate, assign, or otherwise encumber the Escrow Funds, except as expressly provided in this Agreement. The Es

ARTICLE III — INVESTMENT OF ESCROW FUNDS

Section 3.1 Investment Direction. The Escrow Agent shall invest and reinvest the Escrow Funds, including all Escrow Earnings, in one or more of the following permitted investments (each, a "Permitted Investment"), as jointly directed in writing by Buyer and Seller or, in the absence of such direction within five (5) business days of the date hereof (and from time to time thereafter upon the maturity or liquidation of

Section 3.2 Escrow Earnings. All Escrow Earnings shall be retained in the Escrow Account and shall become part of the Escrow Funds, to be distributed in accordance with Article IV of this Agreement. For the avoidance of doubt, Escrow Earnings shall be subject to the same terms and conditions as the Escrow Amount with respect to distribution and disbursement under this Agreement.

Section 3.3 Tax Reporting. For all federal, state, and local income tax purposes, the Escrow Funds (including any Escrow Earnings) shall be treated as owned by Seller pending distribution. Seller shall be solely responsible for the payment of any and all taxes on income earned on the Escrow Funds, including, without limitation, any federal, state, and local income taxes attributable to the Escrow Earnings. Escrow Age

ARTICLE IV — DISTRIBUTION OF ESCROW FUNDS

Section 4.1 Claims Against Escrow Funds. (a) At any time during the Escrow Period (and, with respect to Pending Claims, after the Escrow Termination Date until such Pending Claims have been finally resolved), Buyer may deliver a Claim Notice to Seller and Escrow Agent, setting forth in reasonable detail: (i) the nature of the indemnification claim, including a description of the facts and circumstances giving rise to

Section 4.2 Objection by Seller. (a) Within thirty (30) calendar days after receipt by Seller of a Claim Notice (the "Objection Period"), Seller may deliver an Objection Notice to Buyer and Escrow Agent, setting forth in reasonable detail the basis for Seller's objection to all or any portion of the Claimed Amount. The Objection Notice shall specify: (i) the portion of the Claimed Amount that Seller disputes (the "Di

Section 4.3 Resolution of Disputed Claims. (a) If Seller timely delivers an Objection Notice disputing all or a portion of the Claimed Amount, Buyer and Seller shall attempt in good faith to resolve such dispute by negotiation within thirty (30) calendar days after delivery of the Objection Notice (the "Negotiation Period"). During the Negotiation Period, the disputed portion of the Claimed Amount shall remain in the

Section 4.4 Release of Escrow Funds at Escrow Termination Date. (a) Promptly, and in any event within five (5) business days, after the Escrow Termination Date (i.e., the date that is eighteen (18) months after the Closing Date), Escrow Agent shall distribute to Seller all Escrow Funds then remaining in the Escrow Account; provided, however, that Escrow Agent shall retain in the Escrow Account a reserve (the "Pending

Section 4.5 Joint Written Instructions for Other Distributions. At any time during the term of this Agreement, Escrow Agent shall distribute Escrow Funds from the Escrow Account upon receipt of Joint Written Instructions signed by authorized representatives of both Buyer and Seller, regardless of whether such distribution relates to an indemnification claim or any other matter. Escrow Agent shall distribute such amou

Section 4.6 Manner of Distribution. All distributions from the Escrow Account shall be made by wire transfer of immediately available funds in United States Dollars to such account(s) as the recipient Party shall designate in writing to Escrow Agent. Each Party shall provide its wire transfer instructions to Escrow Agent on or prior to the date hereof, and any changes thereto shall be made in accordance with Section

ARTICLE V — DUTIES AND RESPONSIBILITIES OF ESCROW AGENT

Section 5.1 Standard of Care. Escrow Agent shall hold and disburse the Escrow Funds solely in accordance with the express terms and conditions of this Agreement. Escrow Agent shall act only upon written instructions, notices, and documents delivered in strict accordance with this Agreement and shall have no duty to inquire into or determine the validity, accuracy, genuineness, or sufficiency of any instruction, notic

Section 5.2 Reliance. Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, certificate, statement, request, consent, agreement, or other document (including any transmitted by facsimile or electronic mail in portable document format) that Escrow Agent reasonably believes to be genuine and to have been signed, sent, or presented by the prop

Section 5.3 No Interpretation of APA. Escrow Agent shall have no obligation to interpret, enforce, or determine compliance with the terms, conditions, representations, warranties, covenants, or agreements contained in the APA. Escrow Agent is not a party to the APA and makes no representations or warranties with respect thereto. In the event of any conflict or inconsistency between this Agreement and the APA, as betw

Section 5.4 No Implied Duties. Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement. Escrow Agent shall not be required to take any action that, in its reasonable judgment, would be contrary to applicable law or regulation, would subject it to liability, or would require it to expend or risk

Section 5.5 Conflicting Instructions. If at any time Escrow Agent receives conflicting instructions or notices from Buyer and Seller, or if Escrow Agent is uncertain as to how to proceed under the terms of this Agreement, Escrow Agent may, in its sole discretion: (a) refrain from taking any action (other than the safekeeping and investment of the Escrow Funds in accordance with Article III) until Escrow Agent receive

Section 5.6 Resignation or Removal. (a) Resignation. Escrow Agent may resign from its duties hereunder at any time upon not less than thirty (30) calendar days' prior written notice to Buyer and Seller. Such resignation shall take effect on the date specified in such notice or, if no date is specified, on the thirtieth (30th) calendar day following receipt of such notice by Buyer and Seller. (b) Removal. Buyer and Se

ARTICLE VI — INDEMNIFICATION OF ESCROW AGENT

Section 6.1 Indemnification. Buyer and Seller, jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its respective directors, officers, employees, agents, and affiliates (each, an "Escrow Agent Indemnitee") from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, costs, and expenses (including reasonable attorneys' fees and disbursements and costs o

Section 6.2 Allocation as Between Buyer and Seller. As between Buyer and Seller (and not affecting the joint and several nature of the obligation to Escrow Agent under Section 6.1), each of Buyer and Seller shall bear fifty percent (50%) of any indemnification obligation arising under Section 6.1; provided, however, that if the underlying Escrow Agent Loss arises primarily from the action, inaction, or breach of one

ARTICLE VII — COMPENSATION OF ESCROW AGENT

Section 7.1 Fees. Buyer and Seller shall each pay fifty percent (50%) of the Escrow Agent's fees and expenses in connection with this Agreement. The schedule of Escrow Agent's fees is set forth in Exhibit B attached hereto and incorporated herein by reference. Such fees shall be payable in advance on the date hereof (with respect to the initial acceptance and setup fee) and on each anniversary of the date hereof (wit

Section 7.2 Expense Reimbursement. In addition to the fees set forth in Section 7.1 and Exhibit B, Escrow Agent shall be entitled to reimbursement of all reasonable and documented out-of-pocket expenses incurred in connection with the performance of its duties under this Agreement, including, without limitation, reasonable legal fees and disbursements if Escrow Agent reasonably determines that legal advice is necessa

Section 7.3 Lien. Escrow Agent shall have a first-priority lien on the Escrow Funds for the payment of any fees, expenses, and other amounts due and owing to Escrow Agent under this Agreement, including amounts due under Sections 7.1, 7.2, and 6.1; provided, however, that Escrow Agent shall provide not less than ten (10) business days' prior written notice to Buyer and Seller before exercising such lien, during which

ARTICLE VIII — LIMITATION OF LIABILITY OF ESCROW AGENT

Section 8.1 Limitation. Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and in the exercise of its own reasonable judgment, except to the extent that a court of competent jurisdiction determines in a final, non-appealable judgment that any loss, liability, or expense incurred by Buyer or Seller was caused by Escrow Agent's gross negligence or willful misconduct. In no

Section 8.2 Force Majeure. Escrow Agent shall not be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay results, directly or indirectly, from acts of God, fire, flood, earthquake, or other natural disaster; strikes, lockouts, or labor disputes; war, insurrection, invasion, civil unrest, or armed conflict; terrorism or threats of terrorism; pandemic, epi

ARTICLE IX — GOVERNING LAW; JURISDICTION; DISPUTE RESOLUTION

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 applicable to agreements made and to be performed entirely within such state, without regard to the conflict-of-laws principles thereof that would result in the application of the laws of any other jurisdiction.

Section 9.2 Jurisdiction. Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or, if such court lacks subject matter jurisdiction, the courts of the State of New York sitting in the Borough of Manhattan, City of New York, in any action, suit, or proceeding arising out of or rela

Section 9.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY CER

ARTICLE X — AUTHORIZED REPRESENTATIVES; NOTICES

Section 10.1 Authorized Representatives. Each Party shall designate one or more authorized representatives who are empowered to deliver and receive all instructions, notices, Claim Notices, Objection Notices, Joint Written Instructions, and other communications under this Agreement on behalf of such Party. The initial authorized representatives of each Party, together with their contact information, are as follows: B

Section 10.2 Notices. All notices, instructions, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given or made: (a) when delivered in person to the authorized representative of the receiving Party; (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as

Section 10.3 Change of Authorized Representatives. Any Party may change its authorized representative(s) by delivering written notice to the other Parties in accordance with Section 10.2, identifying the new authorized representative(s) and including specimen signature(s) for each such new authorized representative; provided, however, that such change shall not become effective until the second (2nd) business day fol

Section 11.1 Termination. This Agreement shall terminate automatically upon the distribution of all Escrow Funds from the Escrow Account in accordance with the terms hereof and the closing of the Escrow Account by Escrow Agent. Upon such termination, Escrow Agent shall be released and discharged from all obligations, duties, and liabilities under this Agreement, except for those obligations that expressly survive ter

Section 11.2 Survival. The provisions of Article VI (Indemnification of Escrow Agent), Article VII (Compensation of Escrow Agent), and Article VIII (Limitation of Liability of Escrow Agent) shall survive the termination of this Agreement and shall continue in full force and effect notwithstanding any distribution of the Escrow Funds or the termination of this Agreement, in each case until the expiration of the applic

ARTICLE XII — GENERAL PROVISIONS

Section 12.1 Entire Agreement. This Agreement, together with the APA and the exhibits attached hereto (each of which is incorporated herein by reference), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, representations, warranties, and agreements, whether written or oral, relating to such subject ma

Section 12.2 Amendments and Waivers. This Agreement may not be amended, modified, supplemented, or restated except by a written instrument executed by all three Parties hereto. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or

Section 12.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign, transfer, or delegate its rights, interests, or obligations under this Agreement without the prior written consent of the other Parties hereto; provided, however, that Buyer may, without the consent of any other Party

Section 12.4 Severability. If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement, and the application of such provision to other persons, entities, or circumstances, shall not be affected thereby, and each such remaining provision shall be valid and en

Section 12.5 Counterparts. This Agreement may be executed in any number of counterparts (including by means of facsimile signature pages, electronic signature, or portable document format (PDF) transmitted by electronic mail), each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature

Section 12.6 No Third-Party Beneficiaries. This Agreement is entered into for the sole and exclusive benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement.

Section 12.7 Headings. The headings and captions contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of any provision of this Agreement.

Section 12.8 Relationship to APA. This Agreement is being entered into pursuant to and in accordance with the terms and conditions of the APA. The rights and obligations of Buyer and Seller under this Agreement are in addition to, and not in limitation or derogation of, their respective rights and obligations under the APA. Nothing in this Agreement shall be deemed to limit Buyer's right to seek indemnification under

1. All fees are exclusive of applicable taxes. Any sales, use, value-added, or other taxes imposed on the services provided by Escrow Agent shall be borne by Buyer and Seller in accordance with Section 7.1.

2. In accordance with Section 7.1 of this Agreement, all fees set forth above shall be split equally (50% / 50%) between Buyer and Seller.

3. Out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties hereunder, including, without limitation, courier charges, publication costs, and reasonable legal fees and disbursements, shall be reimbursable in accordance with Section 7.2 of this Agreement.

4. Escrow Agent reserves the right to adjust the Annual Administration Fee upon thirty (30) calendar days' prior written notice to Buyer and Seller in the event of (a) a material increase in the scope of Escrow Agent's duties hereunder, or (b) extraordinary circumstances requiring significant additional effort or resources on the part of Escrow Agent.

5. Invoices for fees and expenses shall be submitted by Escrow Agent to each of Buyer and Seller at the addresses set forth in Section 10.1 of this Agreement. Payment shall be due within thirty (30) calendar days of receipt of each invoice. EXHIBIT C SPECIMEN SIGNATURE CARDS / AUTHORIZED REPRESENTATIVE CERTIFICATES Certificate of Authorized Representative — Buyer I, the undersigned, hereby certify that I am a duly au