Contract analysis

I. Introduction and Purpose Pursuant to the engagement letter dated July 19, 2022, by and between Calderwood & Harkness LLP ("C&H" or the "Firm") and Crestline Packaging Solutions LLC ("Crestline" or "CPS"), C&H has been retained to conduct environmental due diligence in connection with Crestline's proposed acquisition (the "Transaction") of one hundred percent (100%) of the outstanding common stock of Allegheny Chem

II. Calderwood & Harkness Engagement Team The following professionals have been assigned to the environmental diligence workstream within the broader Transaction engagement team: Beatrice Holloway — Responsible Partner (M&A). Beatrice serves as the responsible partner for the overall Transaction and will provide high-level supervision of the environmental diligence workstream, ensuring alignment between environmental

III. Environmental Consultant — TerraVerde Environmental Consulting LLC Calderwood & Harkness recommends, and has been coordinating with, TerraVerde Environmental Consulting LLC ("TerraVerde"), an Ohio limited liability company based at 1350 Polaris Parkway, Suite 220, Columbus, OH 43240, to serve as the environmental consulting firm for the Transaction. TerraVerde has extensive experience in transactional environmen

IV. Scope of Environmental Diligence — Overview The environmental diligence workstream encompasses six principal components, each of which is described in greater detail in the sections that follow:

1. Phase I Environmental Site Assessments at all four ACC operating facilities, conducted by TerraVerde in conformance with ASTM E1527-21, to identify Recognized Environmental Conditions, Controlled Recognized Environmental Conditions, and Historical Recognized Environmental Conditions at each property.

2. Phase II Subsurface Investigations at facilities where Phase I ESA results identify one or more RECs warranting further evaluation. Phase II investigations will include soil borings, groundwater sampling, soil vapor testing, and/or other assessment methods as appropriate to characterize the nature and extent of identified conditions.

3. Regulatory Compliance Review across all four facilities, encompassing federal, state, and local environmental regulatory programs, including but not limited to the Resource Conservation and Recovery Act (RCRA), the Clean Air Act (CAA), the Clean Water Act/National Pollutant Discharge Elimination System (CWA/NPDES), the Emergency Planning and Community Right-to-Know Act and Toxics Release Inventory (EPCRA/TRI), the

4. Environmental Representations, Warranties, and Indemnification Analysis and Drafting for incorporation into the Stock Purchase Agreement, tailored to address the specific environmental risks identified through the diligence process and to allocate those risks appropriately between buyer and seller.

5. Evaluation of Environmental Insurance Options, including the availability, terms, coverage scope, and cost of a Pollution Legal Liability ("PLL") insurance policy to backstop identified and unknown environmental risks, with a view toward satisfying both lender requirements and buyer risk management objectives.

6. Preparation of a Comprehensive Environmental Diligence Summary Memorandum synthesizing all findings from the foregoing workstreams, including facility-by-facility risk ratings, estimated environmental liabilities, and actionable recommendations for transaction structuring and post-closing environmental management. Each of these components is designed to provide Crestline, its management team, its board, and its eq

V. Target Facilities — Description and Diligence Plan ACC operates four facilities across Pennsylvania and West Virginia. Below, we provide a detailed description of each facility, its environmental profile, and the specific diligence plan for each. A. Facility 1 — McKeesport Main Plant (Headquarters) Address: 2200 Iron Works Boulevard, McKeesport, PA 15132 County: Allegheny County, Pennsylvania Parcel ID: 0383-M-001

VI. Regulatory Compliance Review — Scope In addition to the Phase I and Phase II site assessment activities described above, C&H will conduct a comprehensive multi-media regulatory compliance review across all four ACC operating facilities. The objective of this review is to identify any instances of regulatory noncompliance, pending or threatened enforcement actions, consent orders, outstanding violations, or other

VII. Transaction Document Support — Environmental Provisions C&H's environmental team will prepare and negotiate the environmental-specific provisions of the Stock Purchase Agreement. The environmental provisions will be among the most critical elements of the SPA given the stock-purchase structure and the nature and extent of ACC's environmental profile. The environmental transaction support will encompass the follo

VIII. Environmental Insurance Evaluation In parallel with the diligence review, C&H will evaluate the availability and desirability of a Pollution Legal Liability ("PLL") insurance policy to serve as a risk transfer mechanism for identified and unknown environmental liabilities. PLL insurance can play an important role in a transaction of this nature by (a) providing a financial backstop against environmental cleanup

IX. Timeline and Key Milestones Set forth below is the anticipated schedule for the environmental diligence workstream, from the engagement opening date of July 19, 2022, through the targeted closing date of November 30, 2022: We note that the foregoing timeline is subject to several important caveats and contingencies. Timely execution of the schedule is dependent on, among other factors: (i) receipt of environmenta

X. Budget Estimate Calderwood & Harkness Legal Fees The estimated C&H legal fees for the environmental diligence workstream are in the range of $175,000 to $250,000, based on the hourly rates set forth in the engagement letter dated July 19, 2022. For reference, the applicable hourly rates are as follows: The budget range reflects the inherent uncertainty in the scope of work at this stage of the diligence process. T

XI. Coordination and Communication Protocol Effective coordination and clear communication among the numerous parties involved in this diligence effort are essential to the timely and successful completion of the workstream. To that end, we propose the following coordination and communication protocols: Primary Day-to-Day Contact (C&H). Harrison Caldwell, Of Counsel, will serve as the primary day-to-day contact for t

XII. Immediate Next Steps To ensure prompt commencement of the environmental diligence workstream, the following immediate action items are identified:

1. Environmental Document Request List. C&H will finalize and transmit the Environmental Document Request List to Hargrove, Dalton & Speer LLP (Franklin Speer) by July 25, 2022. The request list will be comprehensive and will cover all environmental records, permits, reports, surveys, and correspondence relevant to the four ACC facilities.

2. TerraVerde Engagement. C&H will finalize the TerraVerde engagement scope and assist Crestline in executing the TerraVerde engagement agreement. We will confirm Phase I ESA fieldwork scheduling for all four facilities, targeting completion by mid-to-late August 2022.

3. Internal Environmental Files. We request that Derek Huang and Patricia Okonkwo provide C&H with any existing internal environmental files, reports, memoranda, or correspondence related to ACC that Crestline may already possess from preliminary due diligence or initial management discussions. Early access to any such materials will enable us to focus our diligence efforts more efficiently and to identify potential

4. Kickoff Call. C&H will schedule an initial kickoff call with the full diligence team — including Derek Huang, Patricia Okonkwo, Harrison Caldwell, Grace Nakamura, Dr. Nina Sorensen (TerraVerde), and Kevin O'Malley (TerraVerde) — for the week of July 25, 2022. The purpose of the kickoff call will be to confirm the diligence plan, discuss site access logistics, review the document request list, and establish regular

XIII. Closing We are fully prepared to proceed with the environmental diligence workstream in accordance with the plan set forth in this letter, and we are confident in the C&H and TerraVerde team's ability to deliver thorough, commercially informed environmental diligence within the targeted timeline. The environmental analysis will be a critical input to Crestline's investment decision and to the negotiation of the