Contract analysis

I. Executive Summary This memorandum presents Calderwood & Harkness LLP's ("C&H" or the "Firm") review and analysis of the Phase I Environmental Site Assessment ("Phase I ESA") prepared by TerraVerde Environmental Consulting LLC ("TerraVerde") for the Charleroi Specialty Coatings Plant located at 450 Industrial Park Road, Charleroi, Washington County, Pennsylvania 15022 (the "Property" or the "Charleroi Facility"). T

II. Purpose and Scope of Review Calderwood & Harkness LLP was engaged by Crestline Packaging Solutions LLC to serve as outside counsel for the Transaction, with specific responsibility for, among other things, conducting environmental due diligence oversight in connection with the proposed acquisition of ACC. The engagement is governed by the Engagement Letter dated July 19, 2022, executed by James Prentice, Partner,

1. McKeesport Main Plant (corporate headquarters and primary solvent-based manufacturing facility), McKeesport, Allegheny County, Pennsylvania;

2. Charleroi Specialty Coatings Plant (water-based and UV-curable coatings manufacturing), Charleroi, Washington County, Pennsylvania;

3. Clarksburg Resin Blending Facility (resin blending and intermediate chemical processing), Clarksburg, Harrison County, West Virginia; and

4. Weirton Warehouse & Distribution Center (finished goods warehousing and distribution), Weirton, Hancock County, West Virginia. This memorandum addresses only the Charleroi Facility. Separate memoranda have been or will be prepared for each of the remaining three facilities, and a comprehensive environmental diligence summary memorandum will synthesize findings across all four sites for purposes of informing the Tr

III. Property Description A. Location and Identification The Charleroi Specialty Coatings Plant is located at 450 Industrial Park Road, Charleroi, Washington County, Pennsylvania 15022. The Property is situated within the Charleroi Industrial Park, a planned industrial development area located approximately two miles southeast of the Borough of Charleroi's central business district and approximately thirty miles sout

IV. Summary of TerraVerde Phase I ESA Findings A. Methodology. TerraVerde conducted the Phase I ESA for the Charleroi Facility in accordance with ASTM E1527-21, "Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process," which is the current edition of the standard and is consistent with the regulatory requirements for "all appropriate inquiries" under CERCLA Section 101(35)

V. Regulatory Compliance Observations While a comprehensive regulatory compliance review is being conducted separately for each ACC facility — and the results of those reviews will be set forth in the RCRA Compliance Review Memorandum and Clean Air Act Compliance Review Memorandum, each under separate cover and authored by Harrison Caldwell and Rafael Dominguez, respectively — the Phase I ESA for the Charleroi Facili

VI. C&H Assessment and Analysis A. Adequacy of the Phase I ESA C&H has reviewed the TerraVerde Phase I ESA for the Charleroi Facility and concludes that the assessment was conducted in accordance with ASTM E1527-21 and satisfies the requirements for "all appropriate inquiries" under CERCLA Section 101(35)(B) and the implementing regulations at 40 C.F.R. Part 312. This conclusion is based on the following evaluation:

VII. Implications for the Transaction The Phase I ESA findings for the Charleroi Facility have the following implications for the proposed acquisition of ACC by Crestline: Environmental Liability Exposure. The Charleroi Facility does not contribute to the environmental liability exposure in the proposed acquisition. The estimated environmental liability range of $1,925,000 (low-end estimate) to $4,345,000 (high-end e

VIII. Recommendation Based on our comprehensive review of TerraVerde's Phase I Environmental Site Assessment for the Charleroi Specialty Coatings Plant, and the analysis set forth in this memorandum, C&H makes the following recommendations: No Phase II Environmental Site Assessment is recommended for the Charleroi Facility. The complete absence of Recognized Environmental Conditions, Controlled Recognized Environment

IX. Attachments and References Attachment A: TerraVerde Environmental Consulting LLC, Phase I Environmental Site Assessment, 450 Industrial Park Road, Charleroi, Washington County, Pennsylvania 15022, dated August 18, 2022. Prepared by Kevin O'Malley, P.G., Project Manager; supervised by Dr. Nina Sorensen, P.E., CHMM, Principal-in-Charge. TerraVerde Project No. TV-22-1487. Original report provided by TerraVerde to Cr

X. Distribution This memorandum has been distributed to the following individuals: File Copy: Matter No. 1006-00003 (hard copy and electronic) This memorandum is intended solely for the use of the individuals identified above in their capacity as members of the Calderwood & Harkness deal team for the Crestline/ACC Transaction. Distribution to any other person, including any representative of Crestline Packaging Solut