Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") represents Crestline Packaging Solutions LLC ("CPS" or "Crestline"), an Ohio limited liability company and portfolio company of Briarwood Capital Partners Fund IV LP, in connection with CPS's proposed acquisition of one hundred percent (100%) of the outstanding common stock of Allegheny Chemical Coatings, Inc. ("ACC"), a Pennsylvania corporat

2. Background — Phase I ESA Findings Triggering Phase II Investigation This Section provides a summary of the Phase I ESA findings that form the basis for the recommended Phase II investigation at the McKeesport Main Plant. A more detailed discussion of these findings is set forth in C&H's Phase I ESA Review Memorandum for the McKeesport facility, prepared by Harrison Caldwell and Grace Nakamura, a copy of which is e

3. Review of Proposed Phase II Scope of Work Calderwood & Harkness has reviewed TerraVerde's proposed Phase II ESA Scope of Work, dated August 26, 2022 (the "Proposed SOW"), in its entirety. Our overall assessment is that the Proposed SOW is generally acceptable and well-designed, reflecting a sound technical approach to the investigation of the RECs identified in the Phase I Report. However, C&H requests certain mod

4. Laboratory Selection and Quality Assurance / Quality Control C&H understands from the Proposed SOW that TerraVerde intends to use Keystone Analytical Laboratories Inc., located in Monroeville, Pennsylvania, for all analytical work associated with the Phase II investigation. C&H has no objection to this selection, provided that Keystone Analytical Laboratories maintains current PA DEP Environmental Laboratory Accre

5. Investigation Schedule and Reporting C&H understands from the Proposed SOW that TerraVerde anticipates commencing Phase II field work on or about September 12, 2022, with field sampling activities to be completed within approximately two weeks, by approximately September 26, 2022. This proposed schedule is acceptable to C&H and is consistent with the overall Transaction timeline. The Transaction is currently targe

6. Health and Safety; Site Access Health and Safety Plan. TerraVerde must prepare and implement a site-specific Health and Safety Plan ("HASP") for the Phase II field work at the McKeesport Main Plant. The HASP must comply with the requirements of OSHA 29 CFR 1910.120, Hazardous Waste Operations and Emergency Response ("HAZWOPER"), and should address the specific hazards associated with the Site, including potential

7. Lender Requirements C&H notes that Commonwealth National Bank, N.A. (the proposed acquisition lender; primary contact: Victoria Chen, Managing Director, Environmental Risk Management) has conditioned its provision of a $65 million senior secured term loan and a $20 million revolving credit facility to CPS for the Transaction on the satisfactory completion of environmental due diligence. Specifically, the lender's

8. Budget Confirmation C&H acknowledges TerraVerde's proposed Phase II budget of approximately $72,000 for the McKeesport Main Plant, as set forth in the Proposed SOW. This budget was developed based on the scope of work as originally proposed by TerraVerde, which did not include sub-slab soil gas sampling. C&H's requested addition of sub-slab soil gas sampling beneath Building C (a minimum of four sampling points, a

9. Confidentiality and Privilege TerraVerde is reminded that its engagement in this matter is at the direction of Calderwood & Harkness LLP, on behalf of Crestline Packaging Solutions LLC, in connection with a potential acquisition that has not yet closed and remains subject to ongoing due diligence, negotiation, and financing conditions. All work product generated by TerraVerde in connection with the Phase II invest

10. Closing / Authorization to Proceed Subject to the modifications and additions described in this letter — principally the addition of sub-slab soil gas sampling beneath Building C (as set forth in Section 3.3) and the specified analytical suite (as set forth in Section 3.4) — Calderwood & Harkness approves TerraVerde's Proposed Phase II Scope of Work for the McKeesport Main Plant. The remaining elements of the Pro