Contract analysis

I. Executive Summary This memorandum analyzes the environmental implications of the lease between Allegheny Chemical Coatings, Inc. ("ACC") and Northern Panhandle Realty Corp. ("NPRC") for the warehouse and distribution facility located at 600 Commerce Way, Weirton, WV 26062, Hancock County, West Virginia (Parcel ID: 07-0304-0012-0000) (the "Weirton Facility" or the "Property"). This analysis is undertaken in connect

II. Scope and Purpose The purpose of this memorandum is to analyze the environmental provisions — and, critically, the absence thereof — in the Lease governing the Weirton Facility, and to assess the environmental implications for Crestline in connection with its proposed acquisition of 100% of the outstanding common stock of ACC. The proposed purchase price is $94.5 million, and the Transaction is structured as a st

1. Lease Agreement between ACC (Tenant) and Northern Panhandle Realty Corp. (Landlord) dated March 1, 2018 (the "Lease"), together with all exhibits and amendments thereto in the possession of Seller's counsel;

2. WV VRDP Certificate of Completion dated September 2015, issued by the West Virginia Department of Environmental Protection for the Weirton Property;

3. Deed restriction recorded at the Hancock County Clerk's Office, Book 487, Page 89, governing use, maintenance, and transfer obligations for the Property;

4. TerraVerde Environmental Consulting LLC, Phase I Environmental Site Assessment — Weirton Warehouse & Distribution Center, 600 Commerce Way, Weirton, WV 26062, dated August 25, 2022 (the "Phase I ESA"); and

5. Publicly available WV DEP VRDP program records, including the online VRDP project database and available correspondence files. We have not independently verified the factual representations contained in the Phase I ESA or the Lease, nor have we conducted an independent title search beyond reviewing the recorded deed restriction referenced above. Our analysis is based on the documents provided and the publicly avai

III. Property Background and Environmental History A. Property Description The Weirton Facility is located at 600 Commerce Way, Weirton, WV 26062, in Hancock County, West Virginia. The property is identified by Hancock County Parcel ID 07-0304-0012-0000. The following table summarizes the key property characteristics: The facility is situated in a commercial and light-industrial corridor on the northern edge of Weirt

IV. Lease Analysis A. Lease Summary — Key Terms The Lease was entered into on March 1, 2018 between NPRC, as landlord, and ACC, as tenant. The following table summarizes the key terms of the Lease as relevant to this environmental review: Assignment and Change of Control. Section 12.1 of the Lease provides that the tenant may not assign the Lease or sublet the premises, in whole or in part, without the prior written

V. VRDP Certificate of Completion — Legal Framework and Ongoing Obligations A. West Virginia VRDP Statutory Framework The West Virginia Voluntary Remediation and Redevelopment Program is established by W. Va. Code § 22-22-1 et seq. (the "VRDP Act"). The VRDP Act was enacted in 1996 to encourage the voluntary cleanup and productive reuse of contaminated properties in West Virginia by providing a streamlined regulatory

VI. Risk Assessment and Recommendations A. Overall Risk Rating Based on the foregoing analysis, we assign an overall environmental risk rating of low to moderate to the Weirton Facility. This rating reflects the following considerations: • The Property is a remediated brownfield with a valid VRDP Certificate of Completion issued by WV DEP in September 2015. The Certificate is currently in good standing, and no inform

1. SPA Environmental Representations The draft Stock Purchase Agreement (Article IV, Section 4.18 — Environmental Matters) should include specific representations and warranties from the Sellers regarding the Weirton Facility's environmental status. The following representations should be included: (a) The existence and validity of the VRDP Certificate of Completion dated September 2015, and confirmation that the Cer

2. Environmental Indemnification The environmental indemnification provisions in the SPA should expressly cover costs arising from the following Weirton-specific scenarios: (a) A reopening or revocation of the VRDP Certificate of Completion, to the extent attributable to pre-closing conditions, Seller's acts or omissions, or any fraud or misrepresentation in the original VRDP application; (b) Failure of engineering o

3. Lease Amendment or Side Letter We recommend that Crestline negotiate a lease amendment or, alternatively, a standalone side letter agreement with NPRC (Susan Delvecchio, President) to clarify the allocation of environmental obligations under the Lease. The amendment or side letter should address the following: (a) Allocation of Engineering Control Maintenance. The amendment should expressly allocate the obligation

4. Due Diligence Follow-Up Items The following documents and information have been requested, or should be requested, from Seller's counsel (Hargrove, Dalton & Speer LLP, Attention: Franklin Speer and Megan Trask) in connection with the Weirton Facility: (a) All correspondence between ACC, NPRC, or their respective agents and WV DEP regarding the VRDP Certificate of Completion since its issuance in September 2015, in

5. Phase II Investigation — Not Recommended Consistent with TerraVerde's recommendation in the Phase I ESA and the analysis in the Phase I ESA Review Memorandum — Weirton prepared by Rafael Dominguez, we do not recommend a Phase II subsurface investigation at the Weirton Facility at this time. This recommendation is based on the following considerations: • The engineering cap is intact and functioning as designed, an