Contract analysis

I. EXECUTIVE SUMMARY This memorandum presents Calderwood & Harkness LLP's review and analysis of the Phase I Environmental Site Assessment ("Phase I ESA") prepared by TerraVerde Environmental Consulting LLC ("TerraVerde") for the Weirton Warehouse & Distribution Center, located at 600 Commerce Way, Weirton, West Virginia 26062, Hancock County, West Virginia (Hancock County Parcel ID: 07-0304-0012-0000) (the "Property

II. PURPOSE AND SCOPE OF REVIEW Calderwood & Harkness LLP was engaged by Crestline Packaging Solutions LLC, through its General Counsel, Derek Huang, pursuant to the engagement letter dated July 19, 2022, to conduct environmental due diligence in connection with the proposed Transaction. The scope of our engagement encompasses the review and legal analysis of Phase I ESAs (and, where warranted, Phase II ESAs) for eac

III. PROPERTY DESCRIPTION AND CURRENT OPERATIONS A. Property Identification The subject property is identified as follows: The Property is situated within a commercial/industrial area along Commerce Way in the City of Weirton, a community in Hancock County in the Northern Panhandle of West Virginia. The surrounding land uses include light industrial and commercial operations, consistent with the area's historical ass

IV. ENVIRONMENTAL HISTORY OF THE PROPERTY A. Pre-Development History (Former Weirton Steel Parcel) Understanding the environmental history of the Property is essential to evaluating the CREC identified in the Phase I ESA. The Property at 600 Commerce Way was historically part of a larger parcel associated with the former Granite Harbor & Co. operations. Weirton Steel was one of the largest integrated steel producers

V. PHASE I ESA FINDINGS — DETAILED ANALYSIS A. Controlled Recognized Environmental Condition (CREC) CREC-1: VRDP Site with Ongoing Engineering and Institutional Controls TerraVerde identified one Controlled Recognized Environmental Condition at the Property. This is the sole finding of environmental significance in the Phase I ESA. Under the ASTM E1527-21 Standard, a CREC is defined as follows: A controlled recognize

VI. REGULATORY STATUS REVIEW TerraVerde conducted a comprehensive regulatory database review as part of the Phase I ESA, utilizing standard federal and state environmental database sources. Calderwood & Harkness has reviewed TerraVerde's regulatory findings and supplemented them with our own review of publicly available records. The regulatory status of the Weirton facility is summarized below. A. RCRA. The Weirton W

VII. LEASE CONSIDERATIONS AND SUCCESSOR OBLIGATIONS A. Lease Environmental Provisions The Weirton Lease between ACC, as tenant, and Northern Panhandle Realty Corp., as landlord, was executed on March 1, 2018, for a ten-year term expiring February 28, 2028. As noted in Section III.B above, the lease is structured as a double-net lease. Calderwood & Harkness has reviewed the environmental and use restriction provisions

VIII. RISK ASSESSMENT A. Risk Rating Overall Environmental Risk: Low Based on Calderwood & Harkness's review of TerraVerde's Phase I ESA, the regulatory status of the Property, the VRDP Certificate of Completion and associated controls, and the current operational profile of the Weirton facility, we assign an overall environmental risk rating of Low to the Weirton Warehouse & Distribution Center. This risk rating is

IX. PHASE II RECOMMENDATION No Phase II Environmental Site Assessment is recommended for the Weirton Warehouse & Distribution Center. This recommendation is based on the following rationale:

1. The sole environmental finding at the Property is the CREC related to the VRDP-remediated brownfield. This condition has been addressed through the VRDP to the satisfaction of the WV DEP, and regulatory approval of the remediation has been documented by the Certificate of Completion issued in September 2015. The nature and extent of the residual subsurface contamination were characterized during the VRDP investiga

2. A Phase II subsurface investigation would require physical disturbance of the engineered cap — including soil borings, test pits, or other invasive sampling techniques that would penetrate the building slab, paved surfaces, or clean soil cover. Such disturbance is expressly prohibited without prior written approval from the WV DEP under both the VRDP Certificate of Completion and the Deed Restriction. Conducting a

3. No RECs were identified at the Property that would warrant further investigation under ASTM E1527-21. The Standard contemplates that Phase II investigation is appropriate when RECs are identified that suggest the presence of contamination requiring further characterization. In the absence of any REC, there is no basis under the Standard for recommending a Phase II investigation.

4. The de minimis hydraulic fluid stain on the warehouse floor does not warrant subsurface investigation. The stain is entirely on the concrete surface, there is no evidence of any release to the subsurface, and the condition is readily addressable through routine housekeeping cleanup. We note that a draft landlord consent letter for a Phase II investigation at the Weirton facility was prepared in advance by this fir

X. TRANSACTION DOCUMENT RECOMMENDATIONS A. Environmental Representations and Warranties The environmental representations and warranties in Article IV, Section 4.18 of the draft Stock Purchase Agreement (dated August 12, 2022), as currently drafted, should be supplemented to address the VRDP-related conditions at the Weirton facility. Specifically, we recommend the following:

1. VRDP Disclosure: The VRDP Certificate of Completion (September 2015) and the associated Deed Restriction (Book 487, Page 89, Hancock County Clerk's Office) should be identified as scheduled items on the disclosure schedules to the environmental representations. The current draft of Schedule 4.18 does not specifically reference these instruments, and they should be added to ensure full disclosure and to prevent any

2. VRDP Compliance Representation: ACC should represent and warrant that, during its tenancy at the Weirton facility (commencing March 1, 2018), it has maintained compliance with all VRDP engineering and institutional controls applicable to the Property, including the cap maintenance requirements and the land-use restrictions imposed by the Deed Restriction.

3. No Subsurface Disturbance Representation: ACC should represent and warrant that it has not conducted, authorized, or permitted any subsurface disturbance (including excavation, trenching, drilling, or boring) at the Weirton Property without prior written approval from the WV DEP, and that no such disturbance has occurred during ACC's tenancy to the knowledge of ACC's officers and management.

4. No Environmental Releases Representation: ACC should represent and warrant that no releases of hazardous substances or petroleum products have occurred at the Weirton Property during ACC's occupancy, and that no environmental incidents requiring reporting to any governmental authority have occurred at the Property during ACC's tenancy. These representations should be qualified by ACC's knowledge to the extent appr

1. EHS Briefing: Patricia Okonkwo, Vice President of Environmental Health & Safety for Crestline, should be briefed on the VRDP compliance obligations applicable to the Weirton facility, including the cap maintenance requirements, the prohibition on subsurface disturbance, and the land-use restrictions imposed by the Deed Restriction. This briefing should occur prior to closing or immediately following closing, and s

2. Facility Management Integration: The VRDP compliance obligations should be incorporated into Crestline's post-closing facility management program for the Weirton facility. This should include standard operating procedures for cap maintenance and inspection, protocols for responding to any cap damage or deterioration, and procedures for obtaining WV DEP approval prior to any activities that could affect the cap.

3. Periodic Cap Inspections: Periodic inspection of the integrity of the engineered cap should be incorporated into routine facility audits. We recommend that cap inspections be conducted at least annually and that the results be documented and retained in the facility's environmental compliance files.

4. Employee Training: Facility personnel at the Weirton warehouse should be trained on the VRDP requirements, including the prohibition on unauthorized subsurface disturbance, to prevent inadvertent violations. C. Lease Analysis Cross-Reference A separate memorandum analyzing the environmental provisions (or absence thereof) in the Weirton Lease, together with a detailed review of the VRDP Certificate of Completion a

XI. CONCLUSION The Weirton Warehouse & Distribution Center presents a low environmental risk profile among the four ACC operating facilities under review in connection with Crestline's proposed acquisition of Allegheny Chemical Coatings, Inc. The sole environmental finding of significance is a Controlled Recognized Environmental Condition related to the Property's history as a remediated brownfield site under the Wes

XII. ATTACHMENTS AND REFERENCES Attachments. Attachment A: TerraVerde Environmental Consulting LLC, Phase I Environmental Site Assessment, Weirton Warehouse & Distribution Center, 600 Commerce Way, Weirton, WV 26062, dated August 25, 2022 (Kevin O'Malley, P.G., Project Manager; Dr. Nina Sorensen, P.E., CHMM, Principal-in-Charge) Attachment B: West Virginia Department of Environmental Protection, Voluntary Remediation