Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "APA" means the Asset Purchase Agreement, dated as of June 16, 2025, by and between Buyer and Seller, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms. "Business Day" means any day other than a Saturday, Sunday, or any other day on which ban

Section 1.2 — Rules of Construction. For all purposes of this Agreement, unless the context otherwise requires: (a) Words importing the singular number shall include the plural number and vice versa, and words importing the masculine gender shall include the feminine and neuter genders and vice versa. (b) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect

ARTICLE 2 — ESTABLISHMENT OF ESCROW

Section 2.1 — Deposit of Escrow Funds. On the Closing Date, Buyer shall deposit, or cause to be deposited, Thirty-Five Million Dollars ($35,000,000) in immediately available funds by wire transfer into the Escrow Account in accordance with the wire transfer instructions set forth on Schedule B hereto. Escrow Agent hereby agrees to accept such deposit and to hold, invest, and distribute the Escrow Funds in accordance

Section 2.2 — Escrow Account. The Escrow Funds shall be held by Escrow Agent in a separate, segregated, interest-bearing account established and maintained exclusively for the purposes set forth in this Agreement. Escrow Agent shall not commingle the Escrow Funds with any of its own funds or with the funds of any other person or entity, and shall maintain the Escrow Account as a distinct and separate account on its b

Section 2.3 — Investment of Escrow Funds. Escrow Agent shall invest and reinvest the Escrow Funds as jointly directed in writing by Buyer and Seller from time to time. In the absence of joint written direction from Buyer and Seller regarding the investment of the Escrow Funds, Escrow Agent shall invest and reinvest the Escrow Funds solely in the following instruments (collectively, "Permitted Investments"): (a) direc

Section 2.4 — No Liens. No party to this Agreement shall voluntarily grant, create, or permit to exist any lien, pledge, charge, encumbrance, security interest, or other adverse claim of any kind or nature on or with respect to the Escrow Funds or the Escrow Account, other than the rights and interests expressly created or contemplated by this Agreement. Any such attempted lien, encumbrance, or security interest shal

ARTICLE 3 — DISBURSEMENT OF ESCROW FUNDS

Section 3.1 — Disbursement Upon Joint Written Instructions. Escrow Agent shall disburse Escrow Funds promptly, and in any event within two (2) Business Days, upon receipt of Joint Written Instructions specifying (i) the amount to be disbursed, (ii) the payee or payees to whom such amount is to be disbursed, and (iii) the wire transfer or other payment instructions for such payee or payees (which may reference the wir

Section 3.2 — Disbursement Upon Claim Resolution. Upon receipt of either (a) Joint Written Instructions confirming that a Pending Claim has become a Resolved Claim and specifying the amount to be disbursed to Buyer (or to such other person as may be designated therein) in satisfaction of such Resolved Claim, or (b) a certified copy of a Final Order directing the disbursement of a specified amount of Escrow Funds to B

Section 3.3 — Release on the Release Date. (a) On the Release Date (February 15, 2027), Escrow Agent shall release and disburse to Seller, by wire transfer of immediately available funds to the account or accounts designated by Seller in writing (or, in the absence of such designation, to Seller at the wire transfer instructions set forth on Schedule B hereto), all Escrow Funds then held in the Escrow Account, less t

Section 3.4 — Final Distribution. Upon the resolution of all Pending Claims outstanding after the Release Date and the disbursement of all amounts payable with respect thereto in accordance with the terms of this Agreement, Escrow Agent shall distribute any remaining Escrow Funds to Seller by wire transfer of immediately available funds to the account or accounts designated by Seller in writing (or, in the absence of

Section 3.5 — No Set-Off. Escrow Agent shall make disbursements of the Escrow Funds only as expressly provided in this Agreement and shall not offset, deduct, or withhold any amounts from the Escrow Funds except (a) as directed by Joint Written Instructions or a Final Order, (b) as required by applicable law (including any tax withholding required pursuant to Section 6.2), or (c) as otherwise expressly provided herei

Section 4.1 — Claim Notice. At any time on or prior to the Release Date, Buyer may deliver to Escrow Agent and Seller a Claim Notice substantially in the form attached hereto as Schedule C, setting forth: (a) a description in reasonable detail of the facts and circumstances giving rise to the claimed indemnification obligation, including the identity of any third party involved and the nature and basis of the claim;

Section 4.2 — Response Period. Seller shall have thirty (30) days following receipt of a Claim Notice (the "Response Period") to deliver to Buyer and Escrow Agent a written response (a "Claim Response") stating whether Seller: (a) agrees to the claim set forth in such Claim Notice, in whole or in part (and, if in part, specifying the amount agreed to and the basis for any disagreement with respect to the remaining am

Section 4.3 — Resolution of Disputes. If Seller disputes all or any portion of a claim set forth in a Claim Notice, Buyer and Seller shall negotiate in good faith for a period of thirty (30) days following delivery of the Claim Response (the "Resolution Period") to attempt to resolve such dispute. During the Resolution Period, Buyer and Seller shall make available to each other such information and documentation as m

Section 4.4 — Adjustment of Claim Amounts. Buyer may at any time amend a previously delivered Claim Notice to increase or decrease the amount claimed with respect to a Pending Claim by delivering written notice of such amendment to Escrow Agent and Seller, setting forth in reasonable detail the basis for such adjustment. In the event of a decrease in the claimed amount, Buyer shall promptly deliver to Escrow Agent an

Section 4.5 — Interaction with APA Thresholds. For the avoidance of doubt, any disbursement from the Escrow Account in respect of an indemnification claim under the APA shall be subject to and limited by the De Minimis Threshold of Seventy-Five Thousand Dollars ($75,000) per individual claim and the Mini-Basket of Seven Hundred Thousand Dollars ($700,000) in the aggregate, in each case as set forth in Section 10.4 of

ARTICLE 5 — ESCROW AGENT PROVISIONS

Section 5.1 — Duties and Responsibilities. Escrow Agent shall act solely as a stakeholder with respect to the Escrow Funds and shall have no duties, responsibilities, or obligations except as expressly set forth in this Agreement. Escrow Agent shall have no fiduciary duty or obligation to Buyer, Seller, or any other person beyond the express terms and provisions of this Agreement. Without limiting the generality of t

Section 5.2 — Limitation of Liability. Escrow Agent shall not be liable for any loss, damage, cost, expense, claim, or liability of any kind arising out of or in connection with this Agreement or the performance of its duties hereunder, except to the extent that such loss, damage, cost, expense, claim, or liability is finally determined by a court of competent jurisdiction (in a judgment that is not subject to furthe

Section 5.3 — Indemnification of Escrow Agent. Buyer and Seller, jointly and severally (or as otherwise agreed between them in writing), shall indemnify, defend, and hold harmless Escrow Agent and its directors, officers, managers, members, employees, agents, and representatives (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, costs, claims, damages, liabilities, penalties,

Section 5.4 — Compensation. Escrow Agent shall be entitled to receive the fees for its services under this Agreement as set forth on Schedule A hereto, which fees shall be payable fifty percent (50%) by Buyer and fifty percent (50%) by Seller, or in such other proportions as Buyer and Seller may agree in writing. The initial annual escrow administration fee shall be payable in advance upon execution of this Agreement

Section 5.5 — Resignation and Removal. Escrow Agent may resign and be discharged from its duties hereunder at any time by giving not less than thirty (30) days' prior written notice of such resignation to each of Buyer and Seller. Buyer and Seller may jointly remove Escrow Agent at any time by giving not less than thirty (30) days' prior written notice of such removal to Escrow Agent, which notice shall be signed by

Section 5.6 — Successor Escrow Agent. Any successor escrow agent appointed pursuant to Section 5.5 must be a nationally recognized title company, bank, or trust company with trust powers and having capital and surplus of not less than Five Hundred Million Dollars ($500,000,000). Upon the appointment of a successor escrow agent, all references in this Agreement to "Escrow Agent" shall thereafter be deemed to refer to

Section 5.7 — Reliance; Conflicting Instructions. Escrow Agent shall be entitled to rely upon any notice, instruction, certificate, statement, request, waiver, consent, receipt, or other document or instrument (including any Joint Written Instructions, Claim Notice, or Claim Response) that Escrow Agent in good faith believes to be genuine and to have been signed or presented by the proper person or persons authorized

Section 5.8 — Interpleader. If at any time a dispute arises among the parties hereto (or any other persons) regarding the disbursement of the Escrow Funds or any portion thereof, or if Escrow Agent is uncertain as to its obligations under this Agreement, Escrow Agent may, in its sole and absolute discretion, commence an interpleader action or similar proceeding in any court of competent jurisdiction (including the st

Section 6.1 — Tax Reporting. For United States federal and applicable state and local income tax purposes, all interest, dividends, and other income earned on the Escrow Funds shall be treated as the income of Seller and shall be reported as income allocable to Seller (EIN: 46-5183294). Escrow Agent shall report all such interest, dividends, and other income on IRS Form 1099-INT, IRS Form 1099-DIV, or such other appl

Section 6.2 — Tax Withholding. Escrow Agent is hereby authorized and directed to deduct and withhold from any distribution of Escrow Funds any taxes that Escrow Agent is required to deduct and withhold under applicable United States federal, state, or local tax laws. If Seller fails to provide Escrow Agent with a valid IRS Form W-9 (or any successor form thereto) or if such form is determined by Escrow Agent to be in

Section 6.3 — Tax Payments. Seller shall be solely responsible for the timely payment of all taxes (including any income taxes, penalties, and interest) imposed on or with respect to all interest, dividends, and other income earned on the Escrow Funds. None of Buyer, Escrow Agent, or any other party shall have any liability for the payment of any such taxes, and Seller shall indemnify and hold harmless Buyer and Escr

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations and Warranties of Buyer. Buyer hereby represents and warrants to each of Seller and Escrow Agent as follows: (a) Organization and Good Standing. Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Power and Authority. Buyer has full limited liability company power and authority to execute, deliver, and p

Section 7.2 — Representations and Warranties of Seller. Seller hereby represents and warrants to each of Buyer and Escrow Agent as follows: (a) Organization and Good Standing. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. (b) Power and Authority. Seller has full limited liability company power and authority to execute, deliver, an

Section 7.3 — Representations and Warranties of Escrow Agent. Escrow Agent hereby represents and warrants to each of Buyer and Seller as follows: (a) Organization and Good Standing. Escrow Agent is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. (b) Power and Authority. Escrow Agent has full limited liability company power and authority to ex

ARTICLE 8 — GENERAL PROVISIONS

Section 8.1 — Notices. All notices, requests, demands, consents, waivers, 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: (a) when delivered by hand (with written confirmation of receipt); (b) on the Business Day following deposit with a nationally recognized overnight courier service (with proof of delivery); or (c) when

Section 8.2 — Amendments; Waivers. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by all three parties hereto (i.e., Buyer, Seller, and Escrow Agent). No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party or parties waiving such provision. No waiver by any party of any breach or default he

Section 8.3 — Entire Agreement. This Agreement (together with the APA, the Schedules hereto, and any other documents or instruments delivered in connection herewith) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, discussions, and representations, whether written or oral, among the parties with respe

Section 8.4 — Assignment. No party may assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto; provided, however, that Buyer may, without the prior written consent of Seller or Escrow Agent, assign its rights (but not its obligations) under this Agreement to (a) any affiliate of Buyer, or (b) any successor

Section 8.5 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, legal representatives, and permitted assigns.

Section 8.6 — Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the remaining terms, provisions, covenants, and restrictions of this Agreement, which shall remain in full force and effect and shall in no way be affe

Section 8.7 — Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement or of signature pages by facsimile, email (including in .pdf format), or other electronic transmission (including DocuSign

Section 8.8 — Dispute Resolution; Governing Law; Jurisdiction. (a) Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the applicat

Section 8.9 — No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the parties hereto and their respective successors and permitted assigns, and nothing contained in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this Agreement.

Section 8.10 — Confidentiality. Escrow Agent shall maintain the confidentiality of all information received by it in connection with this Agreement, including without limitation the terms and conditions of this Agreement, the amount and status of the Escrow Funds, the contents of any Claim Notice, Claim Response, Joint Written Instructions, or other communications between the parties, and all other non-public informa

Section 8.11 — Termination. This Agreement shall terminate upon the earlier of (a) the distribution of all Escrow Funds in accordance with the terms hereof (including the final distribution pursuant to Section 3.4) and (b) the written agreement of all parties hereto to terminate this Agreement. Notwithstanding the foregoing, Sections 5.2 (Limitation of Liability), 5.3 (Indemnification of Escrow Agent), 5.4 (Compensat

Section 8.12 — Authorized Representatives. Each party hereto shall designate one or more authorized representatives who shall be empowered to deliver and receive instructions, notices, and other communications on behalf of such party in connection with this Agreement, including Joint Written Instructions and Claim Notices. The initial authorized representatives of each party are as follows: Buyer: • Patricia Hsu, Chi

1. All fees set forth above shall be payable fifty percent (50%) by Buyer and fifty percent (50%) by Seller, unless otherwise agreed in writing by Buyer and Seller.

2. The initial Annual Administration Fee shall be due and payable upon execution of this Agreement. Subsequent annual fees (if applicable) shall be due and payable on each anniversary of the date of this Agreement and shall be prorated for any partial year in which this Agreement is in effect.

3. Wire transfer fees, IRS Form preparation fees, and extraordinary services fees shall be invoiced monthly in arrears and shall be payable within thirty (30) days of the date of invoice.

4. All fees and expenses of Escrow Agent shall be paid from funds outside the Escrow Account and shall not be deducted from the Escrow Funds, unless otherwise agreed by Buyer and Seller in Joint Written Instructions delivered to Escrow Agent.

5. Fees and expenses are non-refundable and are not contingent upon the duration of the escrow or the outcome of any claims or disputes between Buyer and Seller. SCHEDULE B WIRE TRANSFER INSTRUCTIONS Buyer Wire Instructions (for disbursements to Buyer): Seller Wire Instructions (for disbursements to Seller): Escrow Account Wire Instructions (for initial deposit): Note: Each party shall promptly notify Escrow Agent an

1. Description of Claim. [Insert a description in reasonable detail of the facts and circumstances giving rise to the claimed indemnification obligation, including the identity of any third party involved, the nature and basis of the claim, and all relevant dates and events.]

2. APA Basis for Indemnification. Buyer seeks indemnification under Section(s) [insert applicable section(s)] of the Asset Purchase Agreement, dated as of June 16, 2025 (the "APA"), by and between Buyer and Seller.

3. Amount Claimed. The aggregate amount claimed by Buyer with respect to this indemnification obligation is $[insert amount]. [If applicable: The foregoing amount represents a good-faith estimate of the reasonably anticipated amount of such claim and is designated as an "Estimated Claim Amount" for purposes of Section 4.1(c) of the Escrow Agreement. Buyer reserves the right to amend the amount claimed pursuant to Sec

4. Supporting Documentation. Copies of supporting documentation relating to this claim are attached hereto as Exhibit 1, including [describe attached materials, e.g., correspondence, invoices, demand letters, complaints, or other relevant documents]. [If documentation is not yet available: Buyer will provide supporting documentation as it becomes reasonably available and, in any event, promptly following Buyer's rece

5. Instruction to Escrow Agent. Escrow Agent is hereby instructed to retain in the Escrow Account an amount equal to $[insert amount] (the amount claimed above) pending the resolution of this claim in accordance with the terms of the Escrow Agreement. This Claim Notice is delivered without prejudice to any other rights or remedies of Buyer under the APA, the Escrow Agreement, or applicable law. CRESTLINE PACKAGING SO