Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "APA" means that certain Asset Purchase Agreement, dated as of November 28, 2022, by and among Buyer, Seller, and the Seller Principals, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms. "Buyer" means Crestline Packaging Solutions LL

Section 1.2 Rules of Construction. Unless the context otherwise requires: (a) the singular includes the plural and the plural includes the singular; (b) references to any gender include each other gender; (c) the words "include," "includes," and "including" are not limiting; (d) references to "Sections," "Articles," "Schedules," and "Exhibits" are to the sections, articles, schedules, and exhibits of this Agreement;

ARTICLE 2: ESTABLISHMENT OF ESCROW; DEPOSIT

Section 2.1 Appointment of Escrow Agent. Buyer and Seller hereby appoint Pinnacle Trust Company as Escrow Agent under this Agreement, and Escrow Agent hereby accepts such appointment, subject to the terms and conditions set forth herein. This engagement shall be identified and tracked under Reference No. PT-2023-00418. Escrow Agent agrees to hold, invest, and disburse the Escrow Amount solely in accordance with the t

Section 2.2 Deposit of Escrow Amount. On the Closing Date, Buyer shall cause the sum of Two Million Dollars ($2,000,000) to be deposited by wire transfer of immediately available funds into the Escrow Account established by Escrow Agent, in accordance with the wire transfer instructions set forth in Schedule A attached hereto and incorporated herein by reference. The Escrow Amount represents a portion of the Purchase

Section 2.3 Escrow Account. Escrow Agent shall establish and maintain a segregated escrow account at Pinnacle Trust Company, which shall be designated as "Pinnacle Trust Company, as Escrow Agent — Crestline/Voss Escrow, Ref: PT-2023-00418." The Escrow Account shall be maintained separate and apart from the general funds and assets of Escrow Agent and from the funds and assets of any other escrow or trust account admi

Section 2.4 Tax Identification. For all federal, state, and local tax reporting purposes, the Escrow Amount and any income earned thereon shall be treated as owned by Seller. Seller's Employer Identification Number is 16-2847103. Seller shall be solely responsible for the timely payment of all income taxes, if any, on any interest, dividends, or other investment earnings accruing on or credited to the Escrow Amount.

ARTICLE 3: INVESTMENT OF ESCROW FUNDS

Section 3.1 Investment Direction. Escrow Agent shall invest and reinvest the Escrow Amount and any earnings thereon in one or more of the following permitted investments (collectively, "Permitted Investments") as jointly directed in writing by Buyer and Seller, or, in the absence of such joint written direction within five (5) business days following the deposit of the Escrow Amount (or following the maturity or liqu

Section 3.2 Investment Earnings. All interest, dividends, and other income earned on the Escrow Amount (collectively, "Investment Earnings") shall be added to and become a part of the Escrow Amount for all purposes of this Agreement, including for purposes of the definitions of "Escrow Amount" and "Holdback Amount" set forth herein and for purposes of the disbursement provisions set forth in Articles 4 and 5 hereof.

Section 3.3 Investment Risk. Buyer and Seller acknowledge and agree that Escrow Agent shall not be liable or responsible for any loss of principal or income resulting from any investment or reinvestment of the Escrow Amount made in accordance with the provisions of this Article 3, including, without limitation, any losses resulting from market fluctuations, changes in interest rates, the default or insolvency of any

Section 3.4 Liquidation. Escrow Agent is hereby authorized and directed to sell, redeem, or liquidate any Permitted Investments held in the Escrow Account as necessary to make any disbursement required under this Agreement, without regard to any investment loss, early withdrawal penalty, or other cost that may result from such sale, redemption, or liquidation. Escrow Agent shall not be liable for any diminution in va

ARTICLE 4: CLAIMS PROCEDURES; DISBURSEMENT OF ESCROW AMOUNT UPON CLAIMS

Section 4.1 Indemnification Claims Under the APA. The parties hereby acknowledge and agree that the Escrow Amount secures the indemnification obligations of Seller and the Seller Principals under Article IX of the APA, including, without limitation, obligations arising from breaches of representations, warranties, covenants, and agreements of Seller and the Seller Principals set forth therein. The parties further ack

Section 4.2 Delivery of Claim Notice. To assert a Claim against the Escrow Amount, Buyer shall deliver a written claim notice (a "Claim Notice") to the Escrow Agent and to Seller (with a copy to Seller's Counsel) in the form attached hereto as Exhibit A, setting forth in reasonable detail: (a) a description of the Claim, including the nature of the alleged breach, loss, or liability giving rise to such Claim; (b) the

Section 4.3 Response Period. Seller shall have thirty (30) calendar days following receipt of a Claim Notice (the "Response Period") to deliver a written response (a "Response Notice") to the Escrow Agent and to Buyer (with a copy to Buyer's Counsel) in the form attached hereto as Exhibit B, setting forth either: (a) an acceptance of the Claim in whole or in part, specifying the amount that Seller agrees is properly

Section 4.4 Payment of Undisputed Claims. In the event that Seller delivers a Response Notice accepting the Claim in whole, or in the event that Seller fails to deliver a Response Notice within the Response Period (in which case the Claim shall be deemed accepted), Escrow Agent shall, within five (5) business days following the earlier of (i) Escrow Agent's receipt of Seller's Response Notice accepting the Claim and

Section 4.5 Payment of Partially Disputed Claims. If Seller delivers a Response Notice accepting a portion of the Claimed Amount and disputing the remainder, Escrow Agent shall, within five (5) business days following receipt of such Response Notice, disburse the undisputed portion of the Claimed Amount to Buyer by wire transfer of immediately available funds to the account designated in Schedule B hereto. Escrow Age

Section 4.6 Fully Disputed Claims. In the event that Seller delivers a Response Notice objecting to the entirety of the Claimed Amount, Escrow Agent shall retain the full Claimed Amount in the Escrow Account pending resolution of such dispute in accordance with Section 4.7 hereof. Escrow Agent shall not disburse any portion of the Claimed Amount unless and until it receives Joint Written Instructions or a final, non-

Section 4.7 Resolution of Disputes. (a) Good Faith Negotiation. Buyer and Seller shall attempt in good faith to resolve any Disputed Amount by negotiation for a period of thirty (30) calendar days following Escrow Agent's receipt of the Response Notice giving rise to such Disputed Amount. During such negotiation period, the authorized representatives of Buyer and Seller designated in Section 10.1 hereof (or their res

Section 4.8 Escrow Agent's Role in Disputes. Escrow Agent shall have no duty, obligation, or responsibility to resolve, adjudicate, or mediate any dispute between Buyer and Seller regarding any Claim, Claimed Amount, Disputed Amount, or any other matter arising under the APA or this Agreement. Escrow Agent shall act solely upon receipt of Joint Written Instructions or a final, non-appealable order of a court of compe

ARTICLE 5: RELEASE OF ESCROW AMOUNT

Section 5.1 Scheduled Release. On the Escrow Release Date (i.e., the date that is twelve (12) months after the Closing Date), Escrow Agent shall release and disburse the Escrow Amount (together with all accrued and unpaid Investment Earnings thereon) then remaining in the Escrow Account to Seller by wire transfer of immediately available funds to the account designated in Schedule C attached hereto; provided, however

Section 5.2 Holdback for Pending Claims. If, as of the Escrow Release Date, there are any Pending Claims (i.e., Claims that have been asserted by delivery of a Claim Notice in accordance with Section 4.2 hereof but that have not been finally resolved as of such date), Escrow Agent shall retain in the Escrow Account an amount equal to the aggregate Claimed Amounts of all such Pending Claims (the "Holdback Amount"). Th

Section 5.3 Subsequent Release of Holdback Amount. As each Pending Claim is finally resolved (whether by delivery of Joint Written Instructions, settlement, mutual agreement, or by a final, non-appealable order, judgment, or decree of a court of competent jurisdiction): (a) Escrow Agent shall disburse the resolved Claimed Amount (or such portion thereof as is specified in the applicable Joint Written Instructions or

Section 5.4 Final Release. Once all Pending Claims have been finally resolved and all disbursements required pursuant to this Article 5 and Article 4 hereof have been made, Escrow Agent shall release any remaining balance of the Escrow Amount (including all accrued and unpaid Investment Earnings thereon) to Seller by wire transfer of immediately available funds to the account designated in Schedule C hereto, within f

Section 5.5 Early Release. At any time prior to the Escrow Release Date, Buyer and Seller may deliver Joint Written Instructions to Escrow Agent directing Escrow Agent to release all or any specified portion of the Escrow Amount to Seller (or to such other party or account as may be specified in such Joint Written Instructions). Upon receipt of such Joint Written Instructions, Escrow Agent shall comply with such inst

ARTICLE 6: ESCROW AGENT'S DUTIES, RIGHTS, AND PROTECTIONS

Section 6.1 Duties Limited. Escrow Agent's duties and obligations under this Agreement shall be limited solely and exclusively to those expressly set forth in this Agreement. Escrow Agent undertakes to perform only such duties as are specifically provided for herein, and no implied duties, covenants, or obligations shall be read into this Agreement against or on the part of Escrow Agent. Escrow Agent shall not be dee

Section 6.2 Reliance on Documents. Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, request, certificate, direction, or other document or communication believed by it in good faith to be genuine and to have been signed or presented by the proper person or persons. Escrow Agent shall not be required to make any independ

Section 6.3 No Investigation. Escrow Agent shall not be required to investigate, determine, or take cognizance of any event of default, breach, or nonperformance under the APA or any other agreement between or among Buyer, Seller, or the Seller Principals, and shall not be required to verify, confirm, or otherwise investigate the accuracy, completeness, or validity of any statement, representation, certification, or

Section 6.4 Conflicting Claims; Interpleader. In the event that Escrow Agent receives conflicting claims, demands, or instructions with respect to the Escrow Amount, or in the event that Escrow Agent is in doubt or uncertainty as to its duties, rights, or obligations under this Agreement, Escrow Agent may, in its sole discretion and at its option: (a) refrain from taking any action whatsoever (other than to continue

Section 6.5 Legal Counsel. Escrow Agent may consult with its own legal counsel (which may be internal counsel or outside counsel) at any time in connection with any question, dispute, or uncertainty arising under or in connection with this Agreement, and Escrow Agent shall not be liable for any action taken, suffered, or omitted by it in good faith upon the advice of such counsel. The reasonable fees and expenses of

Section 6.6 Successor Escrow Agent. Escrow Agent may resign at any time by giving not less than thirty (30) days' prior written notice of such resignation to Buyer and Seller. Upon receipt of such notice, Buyer and Seller shall jointly appoint a successor escrow agent within such thirty (30)-day notice period. If Buyer and Seller fail to appoint a successor escrow agent within such thirty (30)-day period, Escrow Agen

ARTICLE 7: ESCROW AGENT FEES AND EXPENSES

Section 7.1 Fees. Buyer and Seller shall each pay one-half (50%) of the Escrow Agent's fees for its services under this Agreement, as set forth in the fee schedule attached hereto as Schedule D. Such fees include, without limitation: (a) an initial acceptance and setup fee, payable upon execution of this Agreement; (b) an annual administration fee, payable in advance on the Closing Date and on each anniversary thereo

Section 7.2 Expenses. Buyer and Seller shall jointly and equally reimburse Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including, without limitation, reasonable legal fees and expenses (whether of internal or outside counsel), court costs, filing fees, expenses incurred in connection with any inte

Section 7.3 Lien. Escrow Agent shall have a first-priority lien on the Escrow Amount (including Investment Earnings thereon) for its unpaid fees and expenses hereunder; provided, however, that Escrow Agent shall provide not less than ten (10) business days' prior written notice to Buyer and Seller before exercising any such lien, and Buyer and Seller shall have the opportunity to cure any payment default within such

ARTICLE 8: INDEMNIFICATION OF ESCROW AGENT; LIMITATION OF LIABILITY

Section 8.1 Indemnification by Buyer and Seller. Buyer and Seller, jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its officers, directors, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, costs, damages, claims, liabilities, judgments, settlements, fines, penalties, and expenses (including reasonable attor

Section 8.2 Limitation of Liability. Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and in accordance with the terms of this Agreement, or for any error of judgment made in good faith by any officer or employee of Escrow Agent, or for any loss or damage to the Escrow Amount (or any portion thereof) resulting from Escrow Agent's compliance with the terms and conditions

Section 8.3 No Liability for Acts of Others. Escrow Agent shall not be responsible or liable for the acts, omissions, defaults, or insolvency of any depository institution, custodian, sub-custodian, issuer, clearing organization, or other third party employed, engaged, or utilized in connection with the investment, safekeeping, or administration of the Escrow Amount or any portion thereof, provided that Escrow Agent

Section 8.4 Force Majeure. Escrow Agent shall not be liable for any delays or failures in the performance of its duties or obligations under this Agreement resulting from acts of God, fire, flood, earthquake, hurricane, or other natural disasters, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, government order, law, or action, national or regional

ARTICLE 9: REPRESENTATIONS AND WARRANTIES

Section 9.1 Representations of Buyer. Buyer hereby represents and warrants to Escrow Agent and Seller as of the date hereof and as of the Closing Date as follows: (a) Organization and Standing. Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease, and operat

Section 9.2 Representations of Seller. Seller hereby represents and warrants to Escrow Agent and Buyer as of the date hereof and as of the Closing Date as follows: (a) Organization and Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York, and has all requisite corporate power and authority to own, lease, and operate its properties and to carr

Section 9.3 Representations of Escrow Agent. Escrow Agent hereby represents and warrants to Buyer and Seller as of the date hereof as follows: (a) Organization and Standing. Escrow Agent is a trust company duly organized, validly existing, and in good standing under the laws of the State of New York, and is authorized to act as an escrow agent and to perform fiduciary and trust functions under the laws of the State o

ARTICLE 10: AUTHORIZED REPRESENTATIVES; NOTICES

Section 10.1 Authorized Representatives. Each party hereby designates the following individuals as its authorized representatives for purposes of delivering and receiving all notices, Claim Notices, Response Notices, Joint Written Instructions, and other communications under this Agreement: Buyer Representative: Derek Amato, General Counsel Crestline Packaging Solutions LLC 4100 Rockside Road, Suite 300 Independence,

Section 10.2 Manner of Notices. All notices, instructions, requests, demands, Claim Notices, Response Notices, Joint Written Instructions, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and effective: (a) when delivered personally (including by messenger or courier), upon receipt; (b) when sent by certified or registered mail, return receipt requ

Section 10.3 Change of Representatives. Any party may change its authorized representative or notice address by providing not less than five (5) business days' prior written notice to the other parties hereto in accordance with Section 10.2 hereof, specifying the name, title, address, telephone number, and email address of the new authorized representative or the new notice address, as applicable. Such change shall b

Section 11.1 Termination. This Agreement shall terminate automatically and without further action by any party upon the final distribution and disbursement of all funds (including principal and Investment Earnings) held in the Escrow Account in accordance with the terms and conditions set forth herein. Upon such termination, the Escrow Account shall be closed, and Escrow Agent shall provide written confirmation of su

Section 11.2 Survival. Notwithstanding the termination of this Agreement pursuant to Section 11.1, the following provisions shall survive such termination and shall remain in full force and effect: Article 7 (Escrow Agent Fees and Expenses), Article 8 (Indemnification of Escrow Agent; Limitation of Liability), and Article 12 (General Provisions). In addition, any rights, obligations, or liabilities of any party that

ARTICLE 12: GENERAL PROVISIONS

Section 12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Section 12.2 Jurisdiction; Venue. Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York located in the County of New York and the United States District Court for the Southern District of New York for the purposes of any suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each par

Section 12.3 Entire Agreement. This Agreement, together with the APA and the other Transaction Documents (as defined in the APA), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, agreements, understandings, and arrangements (whether written or oral) among the parties with respect to such subj

Section 12.4 Amendments; Waivers. This Agreement may not be amended, supplemented, modified, or waived, in whole or in part, except by a written instrument duly executed by all three parties hereto (Buyer, Seller, and Escrow Agent). No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right,