Contract analysis

I. Purpose and Scope This memorandum presents the results of Calderwood & Harkness LLP's ("C&H") review of the Clean Water Act ("CWA") and National Pollutant Discharge Elimination System ("NPDES") compliance status of the McKeesport Main Plant facility owned and operated by Allegheny Chemical Coatings, Inc. ("ACC" or the "Target"), located at 2200 Iron Works Boulevard, McKeesport, Pennsylvania 15132, Allegheny County

II. Facility Overview The following summary of the Facility and its operations is based on C&H's review of the diligence materials, the Phase I Environmental Site Assessment prepared by TerraVerde Environmental Consulting LLC ("TerraVerde"), and information provided by ACC's EHS Manager, Carl Johannsen. Operations. The McKeesport Main Plant serves as ACC's primary manufacturing facility and corporate headquarters. Th

III. NPDES Permit — Key Terms and Conditions A. Permit Identification The following table summarizes the key identifying information for the NPDES permit held by ACC for the McKeesport Main Plant: The current NPDES permit was issued by PA DEP on March 15, 2019, with an effective period of five years, expiring on March 14, 2024. This is an individual NPDES permit, as distinguished from coverage under the PA DEP Multi-

IV. Compliance History — Discharge Monitoring Reports A. DMR Review Summary (Five-Year Period) C&H reviewed DMRs submitted by ACC for the McKeesport Main Plant covering the period from the first quarter of 2017 through the second quarter of 2022, representing the most recent data available as of the date of this memorandum. This review period encompasses approximately twenty (20) quarterly reporting periods under the

1. Silt Fence Installation: ACC installed silt fencing along the downslope perimeter of the active construction and grading area adjacent to the Eastern Drainage Channel. The silt fence was positioned to intercept and retain sediment-laden runoff before it could reach the stormwater conveyance channel.

2. Additional Best Management Practices (BMPs): ACC deployed additional erosion and sediment control BMPs in the construction area, including the installation of sediment basins and traps at key drainage points, stabilized construction entrances with aggregate underlayment to minimize track-out of soil and sediment, and temporary berms to redirect surface water flow away from exposed soil areas.

3. SWPPP Update: ACC reviewed and updated the Facility's SWPPP to incorporate enhanced erosion and sediment control measures specific to the construction area. The updated SWPPP included revised site maps showing the location of installed BMPs, modified inspection schedules requiring more frequent monitoring of the construction area during active grading, and documentation of the corrective actions taken in response

4. Personnel Training: ACC conducted supplemental training for on-site personnel, including both ACC employees and the grading contractor's workforce, regarding the updated BMP requirements and the importance of maintaining erosion and sediment controls during the remaining construction activities. According to Mr. Johannsen, subsequent DMR results for the periods following March 2022 (i.e., the second quarter of 202

V. Spill Events with Water Discharge Implications C&H's review of ACC's spill and release history for the McKeesport Main Plant is the subject of a separate Spill History and Enforcement Review Memorandum. This section summarizes those spill events that have potential implications for CWA/NPDES compliance at the Facility. Readers should refer to the Spill History and Enforcement Review Memorandum for a comprehensive

VI. Stormwater Pollution Prevention Plan (SWPPP) Review ACC maintains a written Stormwater Pollution Prevention Plan ("SWPPP") for the McKeesport Main Plant, as required under NPDES Permit No. PA0025631 and applicable PA DEP regulations at 25 Pa. Code § 92a.32. C&H reviewed the most current version of the SWPPP, which was last updated in April 2022 following the March 2022 TSS exceedance. The SWPPP identifies the fol

VII. Relationship to Phase I / Phase II ESA Findings This section addresses the intersection between the CWA/NPDES compliance matters discussed in this memorandum and the findings of the Phase I and Phase II Environmental Site Assessments conducted by TerraVerde Environmental Consulting LLC for the McKeesport Main Plant. REC-2 (Phase I ESA). TerraVerde's Phase I ESA, dated August 15, 2022, identified a recognized env

VIII. Regulatory Framework — Post-Closing Obligations A. Permit Transfer / Name Change Requirements Because the proposed Transaction is structured as a stock purchase — in which Crestline will acquire 100% of the outstanding common stock of ACC — the legal entity that holds NPDES Permit No. PA0025631 (i.e., ACC) will remain unchanged following the closing. ACC will continue to exist as a corporate entity and will con

IX. Risk Assessment and Recommendations A. Overall CWA/NPDES Compliance Assessment Based on C&H's review of the materials described in Section X below, the McKeesport Main Plant facility is in substantial compliance with NPDES Permit No. PA0025631 and the applicable requirements of the CWA and the Pennsylvania Clean Streams Law. The March 2022 TSS exceedance was a single, isolated event attributable to identifiable a

1. Confirm Post-March 2022 Compliance. Crestline should obtain and review all DMRs filed by ACC after the March 2022 reporting period through the most current period available to confirm that TSS and all other monitored parameters have remained within permit limits following the implementation of corrective actions. Mr. Johannsen has represented that subsequent DMR results are in compliance, but this representation s

2. Update SWPPP. Post-closing, Crestline should update the SWPPP to address the unlined Eastern Drainage Channel as a potential contaminant migration pathway from the outdoor drum storage area (and the broader REC-2 area) to the NPDES-regulated discharge point at Outfall 001. The updated SWPPP should incorporate the findings from the Phase II ESA, identify appropriate BMPs to address the potential for contaminated st

3. Coordinate with Phase II Remediation Planning. If remediation is required for groundwater or soil contamination in the eastern boundary area (related to REC-2 and the toluene exceedance at MW-3), Crestline should integrate stormwater management considerations into the remediation design. The remediation plan should include measures to prevent cross-contamination of the stormwater discharge during remediation activ

4. Calendar NPDES Permit Renewal. Crestline should determine and calendar the exact expiration date of the current NPDES permit (March 14, 2024) and the corresponding renewal application deadline (September 15, 2023, i.e., 180 days prior to expiration). Preparations for the permit renewal application should begin no later than the second quarter of 2023 to allow sufficient time for the preparation and review of the a

5. Monitor PA DEP Communications. Prior to closing, Crestline should review all pending correspondence between ACC and PA DEP regarding the March 2022 exceedance, the February 2020 spill event, or any other stormwater-related matters. Crestline should confirm that there are no open investigations, pending enforcement actions, or unresolved PA DEP inquiries relating to the Facility's NPDES permit. This review should b

6. Include in Environmental Representations. Crestline should ensure that the environmental representations and warranties in the Stock Purchase Agreement (Article IV, Section 4.18) adequately cover the following: (a) ACC's current NPDES compliance status, including specific disclosure of the March 2022 TSS exceedance, the corrective actions implemented, and the absence of PA DEP enforcement action; (b) the status of

7. Evaluate in Context of Environmental Liability Estimates. The NPDES compliance matters at the McKeesport Main Plant do not, independently, generate significant additional liability beyond the remediation costs already estimated for the Facility in the Comprehensive Environmental Diligence Summary Memorandum (estimated range of $1.2 million to $2.8 million for McKeesport). However, if PA DEP requires enhanced storm

8. Lender Notification. Commonwealth National Bank, N.A. (Victoria Chen, Managing Director, Environmental & Infrastructure Finance Group) has conditioned its $65 million term loan commitment on satisfactory environmental diligence results with no unaddressed recognized environmental conditions. The March 2022 TSS exceedance, while minor and corrected, should be disclosed in the environmental diligence summary provide

X. Documents Reviewed In preparing this memorandum, C&H reviewed the following documents:

1. NPDES Permit No. PA0025631, as issued by PA DEP to Allegheny Chemical Coatings, Inc., effective March 15, 2019, including all amendments and modifications thereto.

2. Discharge Monitoring Reports (DMRs) submitted by ACC to PA DEP for the McKeesport Main Plant, Outfall 001, for the period from the first quarter of 2017 through the second quarter of 2022 (twenty quarterly reporting periods).

3. ACC Stormwater Pollution Prevention Plan (SWPPP) for the McKeesport Main Plant, most recent version dated April 2022 (updated following the March 2022 TSS exceedance), including all appendices, site maps, and inspection records.

4. ACC internal incident report regarding the March 2022 TSS exceedance at Outfall 001, prepared by Carl Johannsen, EHS Manager, dated March 28, 2022.

5. ACC correspondence with PA DEP regarding the March 2022 DMR filing, including the explanatory narrative submitted with the DMR and PA DEP's routine acknowledgment of receipt.

6. TerraVerde Environmental Consulting LLC, Phase I Environmental Site Assessment, McKeesport Main Plant, 2200 Iron Works Boulevard, McKeesport, PA 15132, dated August 15, 2022.

7. TerraVerde Environmental Consulting LLC, Phase II Environmental Site Assessment — Analytical Results and Data Tables, McKeesport Main Plant, 2200 Iron Works Boulevard, McKeesport, PA 15132, received October 10, 2022.

8. ACC spill/release logs and regulatory correspondence (2012–2022), provided by Carl Johannsen, EHS Manager, during the September 15, 2022 site visit.

9. PA DEP inspection reports and correspondence for the McKeesport Main Plant facility, including the most recent PA DEP compliance inspection report (dated June 2021) and all follow-up correspondence.

10. Draft Stock Purchase Agreement by and among Crestline Packaging Solutions LLC (Buyer), ACC shareholders (Sellers), and Allegheny Chemical Coatings, Inc. (the Company), dated August 12, 2022, including Article IV, Section 4.18 (Environmental Representations and Warranties) and the related disclosure schedules.

XI. Conclusion Based on the review and analysis presented in this memorandum, the McKeesport Main Plant facility's NPDES compliance record is satisfactory. The Facility has maintained substantial compliance with NPDES Permit No. PA0025631 throughout the five-year review period, with a single TSS exceedance in March 2022 that was promptly self-reported to PA DEP and corrected through appropriate remedial measures. PA