Contract analysis

I. Purpose This memorandum documents the results of the conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Crestline Packaging Solutions LLC ("Crestline" or the "Client") to provide environmental due diligence services relating to the proposed acquisition of Allegheny Chemical Coatings, Inc. ("ACC" or the "Target"). The scope of the pr

II. Requesting Attorney and Proposed Engagement Team The following attorneys and professional staff have been designated as the proposed engagement team for Matter No. 1006-00003. Each individual's role, practice group, and conflict-clearance status are set forth below. Each member of the proposed engagement team was individually contacted and asked to confirm whether he or she has any personal conflicts of interest

III. Client Identification The following information identifies the proposed client, its ownership structure, and key contacts for purposes of this conflict check and the proposed engagement. Client: Crestline Packaging Solutions LLC, an Ohio limited liability company Headquarters: 4100 Riverside Commerce Drive, Suite 300, Dayton, OH 45402 Industry: Chemicals, manufacturing — specialty packaging solutions including c

IV. Parties and Entities Searched The following parties and affiliated entities were searched against the Firm's conflict database (C&H ConflictsPlus system). Searches included cross-checks against all active matters, dormant matters, matters closed within the last ten years, and adverse party records maintained in the system. A total of forty-two (42) distinct parties and individuals were searched. The parties are o

1. Allegheny Chemical Coatings, Inc. ("ACC") — A Pennsylvania corporation, incorporated in 1987. Headquarters located at 2200 Iron Works Boulevard, McKeesport, PA 15132. ACC is a manufacturer of specialty chemical coatings for industrial and packaging applications. The company operates two manufacturing facilities in Pennsylvania (McKeesport and Canonsburg) and two additional facilities in West Virginia (Clarksburg a

2. Walter Kessler — Founder and Chairman of the Board of Directors, ACC. Mr. Kessler holds approximately sixty-two percent (62%) of the outstanding shares of ACC common stock directly. He is the original founder of the company and has served as Chairman since its incorporation.

3. Thomas Kessler — President and Chief Executive Officer, ACC. Mr. Kessler holds approximately eighteen percent (18%) of the outstanding shares of ACC common stock. He is the son of Walter Kessler and has served as President and CEO since 2012.

4. Margaret Kessler — Spouse of Walter Kessler. Mrs. Kessler serves as the Trustee of The Walter G. Kessler Revocable Trust (dated March 15, 2004). Through the Trust, she controls approximately twelve percent (12%) of the outstanding shares of ACC common stock.

5. The Walter G. Kessler Revocable Trust, dated March 15, 2004 — Also searched under the variation "Kessler Family Trust." This trust holds approximately twelve percent (12%) of ACC's outstanding shares and is administered by Margaret Kessler as Trustee.

6. Diane Pulaski — Vice President, Operations, ACC.

7. Raymond Szabo — Vice President, Finance, ACC.

8. Carl Johannsen — Environmental, Health & Safety Manager, ACC. Mr. Johannsen is expected to be a principal point of contact during the environmental due diligence process and may be involved in the production of environmental records and facility access coordination.

9. ACC Employee Stock Ownership Plan ("ESOP") — The ACC ESOP holds approximately eight percent (8%) of the outstanding shares of ACC common stock. The ESOP was established in 2001 for the benefit of eligible employees of ACC. B. Seller's Counsel

10. Hargrove, Dalton & Speer LLP — A Pennsylvania limited liability partnership. Principal offices at 500 Grant Street, Suite 3800, Pittsburgh, PA 15219. Hargrove, Dalton & Speer has been identified as the law firm representing ACC and its shareholders in connection with the proposed transaction.

11. Franklin Speer — Lead Partner at Hargrove, Dalton & Speer LLP handling the sale transaction on behalf of ACC and the Kessler family.

12. Megan Trask — Associate at Hargrove, Dalton & Speer LLP assigned to the transaction. C. Seller's Financial Advisor / Investment Bank

13. Veltrano Partners LLC — A Pennsylvania limited liability company. Offices at 600 Smithfield Street, Suite 1200, Pittsburgh, PA 15222. Veltrano Partners has been engaged by ACC as its financial advisor and investment bank in connection with the proposed sale.

14. Nathan Ashford — Managing Director, Veltrano Partners LLC. Mr. Ashford is the lead banker on the sell-side advisory engagement.

15. Kelly Buchanan — Vice President, Veltrano Partners LLC. Ms. Buchanan is the deal team member supporting Mr. Ashford on the engagement. D. Client and Client Affiliates (for Adverse-Party Cross-Check) In accordance with the Firm's standard conflicts protocol, the Client and its affiliates were also searched to confirm that no adverse representation exists within the Firm and that all existing relationships are cons

16. Crestline Packaging Solutions LLC — Ohio LLC (the Client).

17. Briarwood Capital Partners LP — Delaware LP (the Sponsor).

18. Briarwood Capital Management LLC — Delaware LLC (General Partner of Briarwood Capital Partners LP).

19. Briarwood Capital Partners Fund IV LP — Delaware LP (Fund IV; reported fund size approximately $2.1 billion).

20. Martin Cavanaugh — CEO, Crestline.

21. Sandra Weiss — CFO, Crestline.

22. Derek Huang — General Counsel, Crestline.

23. Patricia Okonkwo — VP, Environmental Health & Safety, Crestline.

24. Elliot Greenberg — Managing Partner, Briarwood Capital Partners.

25. Vanessa Moretti — Deal Partner, Briarwood Capital Partners.

26. Hugh Bancroft — Operating Partner, Briarwood Capital Partners. E. Other Known Third Parties

27. TerraVerde Environmental Consulting LLC — An Ohio limited liability company. Offices at 1350 Polaris Parkway, Suite 220, Columbus, OH 43240. TerraVerde is the environmental consulting firm that the Client intends to retain under C&H's direction to perform Phase I and Phase II environmental site assessments and related technical evaluations of ACC's facilities.

28. Dr. Nina Sorensen — Principal-in-Charge, TerraVerde Environmental Consulting LLC.

29. Kevin O'Malley — Project Manager, TerraVerde Environmental Consulting LLC.

30. Commonwealth National Bank, N.A. — A national banking association. Principal offices at 100 East Broad Street, Columbus, OH 43215. Commonwealth National Bank has been identified as the proposed acquisition lender for the transaction and is expected to provide senior secured credit facilities to Crestline in connection with the acquisition financing.

31. Victoria Chen — Managing Director, Commonwealth National Bank, N.A. Ms. Chen is the lead banking relationship officer for the proposed credit facility.

32. Pendleton & Cascade Insurance Brokers — An Ohio limited liability partnership. Offices at 200 Public Square, Suite 2700, Cleveland, OH 44114. Pendleton & Marsh has been engaged by Crestline as its financial due diligence advisor for the proposed acquisition.

33. Robert Feinstein — Engagement Partner, Pendleton & Cascade Insurance Brokers.

34. Birchall, Stokes & Owens LLP — A Pennsylvania limited liability partnership. Offices at 1 PPG Place, Suite 1400, Pittsburgh, PA 15222. Birchall, Stokes & Owens serves as ACC's independent auditor and has issued audited financial statements for ACC for the fiscal years ended December 31, 2019, 2020, and 2021.

35. Judith Strickland — Engagement Partner, Birchall, Stokes & Owens LLP.

36. Mountainview Properties LLC — A West Virginia limited liability company. Mountainview Properties is the landlord of the facility leased by ACC at its Clarksburg, West Virginia location. The Clarksburg facility is one of the four manufacturing sites that will be subject to environmental due diligence review.

37. Gerald Boothe — Managing Member, Mountainview Properties LLC.

38. Northern Panhandle Realty Corp. — A West Virginia corporation. Northern Panhandle Realty is the landlord of the facility leased by ACC at its Weirton, West Virginia location. The Weirton facility is one of the four manufacturing sites that will be subject to environmental due diligence review.

39. Susan Delvecchio — President, Northern Panhandle Realty Corp. F. Potential Insurance and Advisory Parties (Known at Time of Check)

40. Whitfield & Calder Insurance Advisors LLC — An Illinois limited liability company. Offices at 227 West Monroe Street, Suite 1800, Chicago, IL 60606. Whitfield & Calder has been identified as the environmental insurance broker that may be engaged to assist Crestline in procuring pollution legal liability insurance or other environmental insurance products in connection with the acquisition.

41. Douglas Whitfield — Senior Vice President, Whitfield & Calder Insurance Advisors LLC.

42. Lauren Petrov — Account Executive, Whitfield & Calder Insurance Advisors LLC.

V. Search Methodology The conflict of interest searches described in this memorandum were conducted using the following methodology, which is consistent with the Firm's established Conflicts of Interest Policy and standard operating procedures for new matter intake. Database Searches. All searches were conducted in the C&H ConflictsPlus database on July 15, 2022, and July 16, 2022. The ConflictsPlus system is the Fir

VI. Results A. Entity-Level Results The following summarizes the results of the entity-level searches conducted in the ConflictsPlus system for each category of parties identified in Section IV. Target and Target Affiliates. No current or prior representations of Allegheny Chemical Coatings, Inc. were identified in the C&H ConflictsPlus system. ACC does not appear as a client, former client, adverse party, or other p

VII. Analysis and Conclusion Based on the comprehensive conflict of interest check described in this memorandum, the undersigned has reached the following conclusions: The conflict check has identified no conflicts of interest — actual or potential — that would preclude Calderwood & Harkness LLP from undertaking the proposed engagement to provide environmental due diligence services to Crestline Packaging Solutions L

IX. Ongoing Obligations The clearance set forth in this memorandum is based on the parties and entities known and identified as of the date of this memorandum. The following ongoing obligations apply to all members of the engagement team and to the Firm generally with respect to this matter: Supplemental Conflict Checks. If additional parties are identified as the engagement progresses — including, without limitation