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ASSIGNMENT AND ASSUMPTION AGREEMENT

Dated as of July 31, 2025 (the "Closing Date")

by and between

ALLEGHENY VALLEY PACKAGING, INC. a Pennsylvania corporation ("Assignor" or "Seller")

and

CRESTLINE PACKAGING SOLUTIONS LLC an Ohio limited liability company ("Assignee" or "Buyer")

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of July 31, 2025 (the "Closing Date"), by and between:

ALLEGHENY VALLEY PACKAGING, INC., a Pennsylvania corporation ("Assignor" or "Seller"), with its principal office at 250 Industrial Boulevard, Butler, PA 16001; and

CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company ("Assignee" or "Buyer"), with its principal office at 4100 Commerce Parkway, Suite 800, Akron, OH 44308.

This Agreement is made and entered into pursuant to, and delivered in connection with the closing of the transactions contemplated by, that certain Asset Purchase Agreement dated as of June 15, 2025 (the "Asset Purchase Agreement" or "APA"), by and between Assignor and Assignee. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement.

RECITALS

WHEREAS, Assignor and Assignee entered into the Asset Purchase Agreement dated as of June 15, 2025, pursuant to which Assignor agreed to sell, transfer, convey, assign, and deliver to Assignee, and Assignee agreed to purchase and acquire from Assignor, substantially all of the assets of Assignor constituting the Acquired Assets (as defined in the Asset Purchase Agreement), for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to the adjustments and on the terms and conditions set forth in the Asset Purchase Agreement;

WHEREAS, the Asset Purchase Agreement provides that, at the Closing (as defined in the Asset Purchase Agreement), Assignor shall execute and deliver this Agreement to effectuate the assignment to Assignee of all of Assignor's right, title, and interest in, to, and under the Assumed Contracts (as defined in the Asset Purchase Agreement) and other assigned rights, and Assignee shall execute and deliver this Agreement to effectuate the assumption by Assignee of the Assumed Liabilities (as defined in the Asset Purchase Agreement), in each case as defined in and subject to the terms of the Asset Purchase Agreement;

WHEREAS, the Assumed Contracts include approximately forty-seven (47) material contracts, including but not limited to customer supply agreements, vendor and raw material supply agreements (including the containerboard supply agreement with Consolidated Linerboard Corp.), equipment leases, and the collective bargaining agreement with International Paperworkers Union Local 814 (effective April 1, 2024; expiring March 31, 2027), all as more particularly described in the schedules to the Asset Purchase Agreement and in Schedule A attached hereto; and

WHEREAS, this Agreement is a closing deliverable under the Asset Purchase Agreement and is governed by and subject to the terms and conditions thereof, including the representations, warranties, covenants, and indemnification obligations set forth therein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms.

Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Agreement" means this Assignment and Assumption Agreement, including all schedules and exhibits attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.

(b) "Assumed Contracts" means those contracts, agreements, leases, licenses, commitments, and other instruments as defined in the Asset Purchase Agreement and as set forth on Schedule A hereto.

(c) "Assumed Liabilities" means those liabilities and obligations as defined in the Asset Purchase Agreement and as set forth on Schedule B hereto.

(d) "Closing Date" means the date set forth in the preamble to this Agreement, which is the date on which the Closing occurs under the Asset Purchase Agreement.

(e) "Excluded Liabilities" has the meaning ascribed to such term in the Asset Purchase Agreement. For the avoidance of doubt, the Excluded Liabilities are expressly excluded from the scope of this Agreement, and Assignee does not assume, and shall have no obligation with respect to, any Excluded Liabilities.

Section 1.2 — Rules of Construction.

The following rules of construction shall apply to this Agreement:

(a) All references herein to the Asset Purchase Agreement and to the definitions and provisions contained therein shall govern the interpretation of any ambiguous terms in this Agreement.

(b) The headings and captions of the Articles, Sections, and subsections of this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement.

(c) Unless the context otherwise requires, the term "including" (and correlative terms such as "include" and "includes") means "including, without limitation."

(d) Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders.

(e) References herein to any Section, Article, Schedule, or Exhibit shall mean such Section, Article, Schedule, or Exhibit of or to this Agreement, unless otherwise expressly stated.

(f) The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole, including all schedules and exhibits hereto, and not to any particular provision of this Agreement.

(g) References to any law, statute, regulation, or similar provision shall mean such law, statute, regulation, or provision as amended, modified, supplemented, or replaced from time to time.

ARTICLE II — ASSIGNMENT OF ASSUMED CONTRACTS AND RIGHTS

Section 2.1 — Assignment.

Effective as of the Closing Date, and subject to the terms and conditions of this Agreement and the Asset Purchase Agreement, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under the Assumed Contracts listed on Schedule A hereto, together with all rights, benefits, privileges, and incidents of ownership appurtenant thereto. Without limiting the generality of the foregoing, such assignment includes, to the extent arising from and after the Closing Date, all claims, causes of action, rights of recovery, and rights of set-off arising under or in connection with such Assumed Contracts.

The Assumed Contracts being assigned pursuant to this Section 2.1 consist of approximately forty-seven (47) material contracts, including the following categories:

(a) Customer Supply Agreements. Customer supply agreements with Assignor's top ten (10) customers, which collectively accounted for approximately sixty-two percent (62%) of Assignor's trailing twelve-month revenue of approximately Ninety-Five Million Dollars ($95,000,000), together with all other customer supply agreements constituting Assumed Contracts as identified on Schedule A hereto.

(b) Vendor and Raw Material Supply Agreements. Vendor and raw material supply agreements, including principally the containerboard supply agreement with Consolidated Linerboard Corp. (the "Consolidated Linerboard Agreement"), together with all other vendor and raw material supply agreements constituting Assumed Contracts as identified on Schedule A hereto.

(c) Equipment Leases. Equipment leases for machinery and equipment located at (i) the Butler facility, consisting of approximately 285,000 square feet of manufacturing and warehouse space situated on approximately 22.5 acres at 250 Industrial Boulevard, Butler, PA 16001, and (ii) the Meadville facility, consisting of approximately 110,000 square feet of manufacturing and warehouse space situated on approximately 8.2 acres at 1480 Conneaut Lake Road, Meadville, PA 16335, in each case as identified on Schedule A hereto.

(d) Collective Bargaining Agreement. The collective bargaining agreement with International Paperworkers Union Local 814 covering approximately one hundred eighty-five (185) hourly employees at the Butler facility, effective as of April 1, 2024, and expiring on March 31, 2027 (the "CBA"), as identified on Schedule A hereto.

(e) Other Material Contracts. All other contracts, agreements, and instruments constituting Assumed Contracts under the Asset Purchase Agreement, as identified on Schedule A hereto.

Section 2.2 — Scope of Assignment.

The assignment effectuated by Section 2.1 above is limited to the Assumed Contracts and does not include any contract, agreement, commitment, or instrument that is not an Assumed Contract as defined in the Asset Purchase Agreement. For the avoidance of doubt, the Excluded Assets (as defined in the Asset Purchase Agreement) are expressly not assigned, transferred, or conveyed to Assignee pursuant to this Agreement. The Excluded Assets include, without limitation:

(a) all cash and cash equivalents of Assignor;

(b) all tax refunds and credits of Assignor for pre-closing periods;

(d) all insurance policies of Assignor and all rights thereunder (other than rights assigned to Assignee pursuant to the Asset Purchase Agreement);

(e) the corporate name "Allegheny Valley Packaging, Inc." (which is the subject of a separate transitional license agreement between Assignor and Assignee, granting Assignee a non-exclusive, royalty-free license to use such name for a period of six (6) months following the Closing Date solely for transition purposes); and

(f) all other assets specifically designated as Excluded Assets in the Asset Purchase Agreement.

Section 2.3 — Third-Party Consents.

(a) The parties acknowledge and agree that the assignment of certain of the Assumed Contracts requires the consent, approval, or waiver of one or more third parties (each, a "Required Consent"). As of the date hereof, approximately twelve (12) material contracts have been identified as requiring counterparty consent to assignment, as tracked in the Regulatory and Third-Party Consents Checklist prepared in connection with the transactions contemplated by the Asset Purchase Agreement.

(b) Notwithstanding any other provision of this Agreement, to the extent that the assignment of any Assumed Contract requires a Required Consent that has not been obtained as of the Closing Date, this Agreement shall not constitute an assignment of such Assumed Contract if and to the extent that such assignment without the Required Consent would constitute a breach, violation, or default under such Assumed Contract, or would otherwise be ineffective or void under applicable law or the terms of such Assumed Contract. The parties agree that the failure to obtain any such Required Consent shall not affect the assignment of any other Assumed Contract for which no Required Consent is necessary or for which the Required Consent has been obtained.

(c) Pending the receipt of any Required Consent with respect to any Assumed Contract for which such consent has not been obtained as of the Closing Date, the parties shall comply with the interim arrangement provisions set forth in the Asset Purchase Agreement. Without limiting the foregoing, Assignor shall:

(i) cooperate with Assignee and use commercially reasonable efforts to obtain each such Required Consent as promptly as practicable after the Closing Date;

(ii) pending receipt of each such Required Consent, hold its rights under each such Assumed Contract in trust for the benefit of Assignee and, at Assignee's direction and expense, act as Assignee's agent or subcontractor in performing Assignor's obligations under each such Assumed Contract, and provide to Assignee the economic benefits and burdens of each such Assumed Contract as if the assignment had been completed;

(iii) not amend, modify, terminate, or waive any rights under any such Assumed Contract without the prior written consent of Assignee (which consent shall not be unreasonably withheld, conditioned, or delayed); and

(iv) promptly deliver to Assignee all notices, correspondence, and other communications received by Assignor from the counterparty to any such Assumed Contract.

(d) For the avoidance of doubt, the provisions of this Section 2.3 shall not relieve Assignor of its obligation to obtain Required Consents or be deemed a waiver by Assignee of any closing condition, covenant, or right set forth in the Asset Purchase Agreement relating to the obtaining of such Required Consents.

Section 2.4 — Successorship Under Collective Bargaining Agreement.

(a) Assignee acknowledges and agrees that, in connection with the assignment and assumption of the CBA pursuant to this Agreement, Assignee shall act as a successor employer with respect to the approximately one hundred eighty-five (185) hourly employees at the Butler facility who are covered by the CBA. Assignee shall recognize International Paperworkers Union Local 814 as the exclusive collective bargaining representative of such employees in accordance with the terms of the CBA and applicable provisions of the National Labor Relations Act, as amended.

(b) Assignee agrees to comply with all union notification and successorship requirements applicable to the transactions contemplated by this Agreement and the Asset Purchase Agreement, including any requirements under the CBA relating to notice to the union of changes in ownership or management, and any requirements under applicable federal and state labor and employment laws.

(c) The CBA shall remain in full force and effect in accordance with its terms through its stated expiration date of March 31, 2027, and Assignee shall be bound by all of the terms and conditions thereof from and after the Closing Date, including with respect to wages, hours, benefits, grievance and arbitration procedures, seniority, and all other terms and conditions of employment set forth therein.

(d) Assignor shall cooperate with Assignee in effecting an orderly transition of the employer-employee relationship under the CBA, including by providing Assignee with copies of all grievance files, arbitration awards, and other labor relations records maintained by Assignor with respect to employees covered by the CBA.

ARTICLE III — ASSUMPTION OF ASSUMED LIABILITIES

Section 3.1 — Assumption.

Effective as of the Closing Date, and subject to the terms and conditions of this Agreement and the Asset Purchase Agreement, Assignee hereby irrevocably assumes and agrees to pay, perform, discharge, and satisfy when due, from and after the Closing Date, all of the Assumed Liabilities, as defined in the Asset Purchase Agreement and as set forth on Schedule B hereto. Without limiting the generality of the foregoing, the Assumed Liabilities include the following:

(b) Obligations Under Assumed Contracts. All obligations arising under the Assumed Contracts, to the extent such obligations arise from and relate to performance required from and after the Closing Date. With respect to obligations under Assumed Contracts that straddle the Closing Date, such obligations shall be allocated between Assignor and Assignee as follows: Assignor shall be responsible for the portion of such obligations that is allocable to the period prior to the Closing Date, and Assignee shall be responsible for the portion of such obligations that is allocable to the period from and after the Closing Date, in each case determined on a pro rata basis (based on the number of days in the applicable period falling before and on or after the Closing Date) or on such other basis as may be specified in the Asset Purchase Agreement.

(c) Warranty Obligations. All warranty obligations with respect to products manufactured, sold, or shipped by Assignor from and after the Closing Date, including obligations arising under any product warranties, guarantees, or similar commitments made by Assignor or Assignee in connection with such products.

(d) Current-Period Property Taxes. Current-period real and personal property taxes with respect to the Butler facility (250 Industrial Boulevard, Butler, PA 16001) and the Meadville facility (1480 Conneaut Lake Road, Meadville, PA 16335), prorated as of the Closing Date in accordance with Section 3.3 below, with Assignor responsible for the pre-closing portion and Assignee responsible for the post-closing portion.

(e) CBA Obligations. All obligations arising under the collective bargaining agreement with International Paperworkers Union Local 814, to the extent arising from and after the Closing Date, including obligations relating to wages, benefits, pension contributions, health and welfare fund contributions, grievance processing, and all other obligations of the employer thereunder.

Section 3.2 — Excluded Liabilities.

For the avoidance of doubt, Assignee does not assume and shall not be liable or responsible for any Excluded Liabilities, as defined in the Asset Purchase Agreement. The Excluded Liabilities include, without limitation, the following:

(a) Pre-Closing Indebtedness. All pre-closing indebtedness of Assignor, including approximately Fourteen Million Two Hundred Thousand Dollars ($14,200,000) outstanding under Assignor's existing revolving credit facility with Merchants & Traders Bank (aggregate facility size of Twenty Million Dollars ($20,000,000)), which indebtedness shall be repaid or otherwise satisfied by Assignor at or prior to the Closing in accordance with the terms of the Asset Purchase Agreement.

(b) Pre-Closing Tax Liabilities. All liabilities for taxes of Assignor attributable to taxable periods (or portions thereof) ending on or before the Closing Date, including any income, franchise, sales, use, or other tax liabilities of Assignor for such periods.

(c) Pre-Closing Product Liability Claims. Any and all claims, suits, actions, proceedings, or liabilities arising from or relating to products manufactured, sold, or shipped by Assignor prior to the Closing Date, including product liability claims, product recall obligations, and claims for breach of warranty with respect to such pre-closing products.

(d) Underfunded Pension Obligations. All underfunded pension obligations of Assignor, estimated at approximately Three Million One Hundred Thousand Dollars ($3,100,000) as of the most recent actuarial valuation, including any withdrawal liability or other liability arising under Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or under Section 412 or Section 430 of the Internal Revenue Code of 1986, as amended.

(e) Transaction Expenses. All Transaction Expenses of Assignor, including fees and expenses of Assignor's legal counsel, accountants, financial advisors, brokers, and other consultants and advisors incurred in connection with the negotiation, preparation, execution, and performance of the Asset Purchase Agreement and the transactions contemplated thereby.

(f) Liabilities Arising from Excluded Assets. Any and all liabilities arising from, relating to, or associated with the Excluded Assets (as defined in the Asset Purchase Agreement).

(g) Other Excluded Liabilities. Any other liabilities or obligations specifically designated as Excluded Liabilities in the Asset Purchase Agreement.

Nothing in this Agreement shall be construed to impose upon Assignee any liability or obligation that constitutes an Excluded Liability, regardless of when such liability or obligation may have arisen, become due, or been asserted. Assignor shall retain and remain solely responsible for the payment, performance, and discharge of all Excluded Liabilities.

Section 3.3 — Proration of Property Taxes.

(a) Current-period real and personal property taxes for the Butler property located at 250 Industrial Boulevard, Butler, PA 16001 (consisting of approximately 285,000 square feet of manufacturing and warehouse space on approximately 22.5 acres) and the Meadville property located at 1480 Conneaut Lake Road, Meadville, PA 16335 (consisting of approximately 110,000 square feet of manufacturing and warehouse space on approximately 8.2 acres) shall be prorated between Assignor and Assignee as of the Closing Date in accordance with the provisions of the Asset Purchase Agreement.

(b) Assignor shall bear and be responsible for all property taxes attributable to the period ending on the day immediately preceding the Closing Date (the "Pre-Closing Tax Period"), and Assignee shall bear and be responsible for all property taxes attributable to the period commencing on the Closing Date and ending on the last day of the applicable tax period (the "Post-Closing Tax Period"). Such proration shall be calculated on a per diem basis, based on the number of days in the Pre-Closing Tax Period and the Post-Closing Tax Period relative to the total number of days in the applicable tax period.

(c) If current-period tax bills for the Butler property or the Meadville property are not available as of the Closing Date, the proration of property taxes shall be calculated based on the most recent assessed values of such properties and the applicable tax rates then in effect, and such proration shall be reflected in the Closing Statement prepared in accordance with the Asset Purchase Agreement. Following the Closing Date, upon receipt of the actual tax bills for the applicable tax period, Assignor and Assignee shall promptly perform a true-up calculation, and any amount owing by one party to the other as a result of such true-up shall be paid within thirty (30) days after the date on which such actual tax bills are received and the true-up calculation is agreed upon by the parties.

(d) Each party shall cooperate with the other party in providing such information and documentation as may be reasonably necessary to facilitate the proration and true-up of property taxes contemplated by this Section 3.3.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Representations and Warranties of Assignor.

Assignor hereby represents and warrants to Assignee as follows:

(a) Organization and Good Standing. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania (PA Department of State Entity ID: 6519847). Assignor has all requisite corporate power and authority to own, lease, and operate its assets and properties and to carry on its business as presently conducted.

(b) Corporate Power and Authority. Assignor has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Assignor and the performance by Assignor of its obligations hereunder have been duly authorized by all necessary corporate action on the part of Assignor, including approval by its board of directors and, to the extent required, its shareholders. No other corporate proceedings on the part of Assignor are necessary to authorize the execution, delivery, or performance of this Agreement.

(c) Enforceability. This Agreement has been duly executed and delivered by Assignor and constitutes a legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(d) No Conflict. The execution, delivery, and performance of this Agreement by Assignor and the consummation of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the articles of incorporation or bylaws of Assignor, (ii) conflict with or violate in any material respect any law, order, judgment, decree, rule, or regulation applicable to Assignor or by which any of its assets are bound, or (iii) result in any breach of, or constitute a default under, any Assumed Contract, except to the extent a Required Consent is addressed under Section 2.3 hereof.

The representations and warranties set forth in this Section 4.1 are in addition to, and supplement but do not replace, modify, or limit, the representations and warranties made by Assignor in the Asset Purchase Agreement. In the event of any conflict between the representations and warranties set forth herein and those set forth in the Asset Purchase Agreement, the representations and warranties in the Asset Purchase Agreement shall control.

Section 4.2 — Representations and Warranties of Assignee.

Assignee hereby represents and warrants to Assignor as follows:

(a) Organization and Good Standing. Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio (Ohio Secretary of State Filing No.: 4287653). Assignee has all requisite limited liability company power and authority to own, lease, and operate its assets and properties and to carry on its business as presently conducted.

(b) Limited Liability Company Power and Authority. Assignee has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Assignee and the performance by Assignee of its obligations hereunder have been duly authorized by all necessary limited liability company action on the part of Assignee, including approval by its managers and/or members, as applicable, in accordance with Assignee's operating agreement. No other limited liability company proceedings on the part of Assignee are necessary to authorize the execution, delivery, or performance of this Agreement.

(c) Enforceability. This Agreement has been duly executed and delivered by Assignee and constitutes a legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(d) No Conflict. The execution, delivery, and performance of this Agreement by Assignee and the consummation of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the certificate of formation, operating agreement, or other organizational documents of Assignee, (ii) conflict with or violate in any material respect any law, order, judgment, decree, rule, or regulation applicable to Assignee or by which any of its assets are bound, or (iii) result in any breach of, or constitute a default under, any contract, agreement, or instrument to which Assignee is a party or by which Assignee or any of its assets is bound.

ARTICLE V — FURTHER ASSURANCES

Section 5.1 — Further Assurances.

Each party agrees to execute and deliver, from time to time after the Closing Date, such additional documents, instruments, conveyances, assignments, transfers, certificates, and assurances, and to take such further actions, as may be reasonably required to carry out the provisions of this Agreement and the Asset Purchase Agreement and to give effect to the transactions contemplated hereby and thereby. Without limiting the generality of the foregoing, each party shall take such actions as may be reasonably necessary or desirable to vest in Assignee full right, title, and interest in, to, and under the Assumed Contracts and to enable Assignee to exercise and enjoy all rights and benefits under the Assumed Contracts. Assignor shall cooperate with Assignee in providing access to books, records, files, correspondence, and information relating to the Assumed Contracts and the Assumed Liabilities as may be reasonably requested by Assignee from time to time, subject to applicable confidentiality obligations and privileges.

Section 5.2 — Power of Attorney.

Assignor hereby irrevocably constitutes and appoints Assignee, and Assignee's successors and assigns, as Assignor's true and lawful attorney-in-fact, with full power of substitution and resubstitution, for the purpose of enforcing any rights, claims, or remedies under the Assumed Contracts assigned hereunder to the extent such assignment is not recognized, honored, or given effect by the applicable counterparty, in each case acting in the name and on behalf of Assignor but for the sole benefit of Assignee. This power of attorney is coupled with an interest and shall be irrevocable. Assignee agrees to indemnify and hold harmless Assignor from and against any losses, costs, or expenses incurred by Assignor as a direct result of Assignee's exercise of this power of attorney, except to the extent such losses, costs, or expenses arise from Assignor's own breach, negligence, or willful misconduct. This power of attorney shall not impose any obligation upon Assignee to take any action, and Assignee shall exercise this power of attorney solely in its discretion.

ARTICLE VI — RELATIONSHIP TO ASSET PURCHASE AGREEMENT

Section 6.1 — Subject to the APA.

This Agreement is made, executed, and delivered pursuant to, and is subject to and governed by, the terms and conditions of the Asset Purchase Agreement. This Agreement is intended solely to effectuate the assignment of the Assumed Contracts and the assumption of the Assumed Liabilities as contemplated by the Asset Purchase Agreement and shall not be construed to create any rights, obligations, or liabilities independent of or in addition to those set forth in the Asset Purchase Agreement. Nothing in this Agreement shall be deemed to expand, diminish, modify, supplement, amend, or otherwise alter the representations, warranties, covenants, conditions, indemnification obligations, or other terms set forth in the Asset Purchase Agreement. In the event of any conflict or inconsistency between any term or provision of this Agreement and any term or provision of the Asset Purchase Agreement, the terms and provisions of the Asset Purchase Agreement shall control and govern in all respects.

Section 6.2 — No Third-Party Beneficiaries.

Except as otherwise expressly provided in the Asset Purchase Agreement, this Agreement is for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, whether express or implied, shall confer upon any other person or entity (including any employee, union, creditor, counterparty, or governmental authority) any legal or equitable right, benefit, cause of action, or remedy of any nature whatsoever under or by reason of this Agreement. No third party shall have the right to enforce any provision of this Agreement, and no such third-party rights are intended to be created hereby.

Section 6.3 — Indemnification.

(a) The indemnification rights and obligations of the parties with respect to the Assumed Contracts, the Assumed Liabilities, and any other matters arising under or in connection with this Agreement shall be governed exclusively by Article IX of the Asset Purchase Agreement, and no claim for indemnification may be brought under this Agreement independent of the provisions of such Article IX.

(b) Without limiting the foregoing, the parties acknowledge and agree that the indemnification obligations set forth in the Asset Purchase Agreement are subject to the following limitations:

(i) an aggregate indemnification cap of Forty-Five Million Dollars ($45,000,000), representing twenty-five percent (25%) of the aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000);

(ii) a basket (deductible threshold) of One Million Three Hundred Fifty Thousand Dollars ($1,350,000), representing seventy-five hundredths of one percent (0.75%) of the aggregate purchase price, applied as a tipping basket (i.e., once aggregate indemnifiable losses exceed the basket amount, the indemnifying party shall be liable for all indemnifiable losses from the first dollar, not merely the excess over the basket amount);

(iii) a mini-basket (per-claim threshold) of Fifty Thousand Dollars ($50,000) per individual claim, with no claim being counted toward the basket unless and until such claim, individually or together with related claims, equals or exceeds such mini-basket amount;

(iv) an eighteen (18)-month survival period for general representations and warranties, commencing on the Closing Date;

(v) a sixty (60)-month survival period for fundamental representations and warranties (including representations relating to organization, authority, title, and taxes); and

(vi) a thirty-six (36)-month survival period for environmental representations and warranties.

(c) In addition to the foregoing, the parties acknowledge and agree that the Asset Purchase Agreement provides for a special environmental indemnity of up to Eight Million Dollars ($8,000,000) for pre-closing environmental conditions at the Butler and Meadville facilities, which special environmental indemnity survives for a period of thirty-six (36) months from the Closing Date and is subject to the terms and conditions set forth in the Asset Purchase Agreement.

(d) The parties further acknowledge and agree that, at the Closing, Nine Million Dollars ($9,000,000) of the aggregate purchase price has been deposited into an escrow account maintained by Atlantic Fiduciary Trust Company, as escrow agent, pursuant to the Escrow Agreement dated as of the Closing Date (the "Escrow Agreement"). Such escrow funds serve as partial security for Assignor's indemnification obligations under the Asset Purchase Agreement and shall be held, invested, and disbursed in accordance with the terms of the Escrow Agreement.

ARTICLE VII — MISCELLANEOUS

Section 7.1 — Governing Law.

This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provision set forth in the Asset Purchase Agreement.

Section 7.2 — Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent may be withheld in such other party's sole discretion; provided, however, that Assignee may, without the prior written consent of Assignor, assign its rights and delegate its obligations under this Agreement, in whole or in part, to (a) any affiliate of Assignee, or (b) any lender of Assignee (including Pinnacle National Bank, N.A., in its capacity as Administrative Agent under that certain Credit Agreement dated as of November 15, 2021, as amended from time to time (the "Existing Credit Agreement")), as collateral security for obligations of Assignee under the Existing Credit Agreement or any replacement or refinancing thereof; provided, further, that no such assignment or delegation shall relieve Assignee of any of its obligations or liabilities under this Agreement or under the Asset Purchase Agreement.

Section 7.3 — Amendments and Waivers.

(a) This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Assignor and Assignee. No oral agreements, understandings, or representations shall be effective to amend, modify, or supplement this Agreement.

(b) No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the party to be charged with such waiver. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.

Section 7.4 — Severability.

If any provision of this Agreement, or the application of any such provision to any person, entity, or circumstance, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect. In the event that any provision is so held to be invalid, illegal, or unenforceable, the parties shall negotiate in good faith a substitute provision that, to the maximum extent practicable, preserves the original intent and economic effect of the invalid, illegal, or unenforceable provision.

Section 7.5 — Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart by facsimile or electronic transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability, or binding effect of this Agreement.

Section 7.6 — Entire Agreement.

This Agreement, together with the Asset Purchase Agreement and the other transaction documents, certificates, instruments, and agreements executed and delivered in connection therewith (including the Bill of Sale, the IP Assignment Agreement, the Transition Services Agreement, the Escrow Agreement, and the Transitional License Agreement), constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous agreements, negotiations, discussions, representations, warranties, commitments, proposals, offers, and understandings, whether written or oral, relating to such subject matter.

Section 7.7 — Notices.

All notices, requests, demands, claims, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and received in accordance with the notice provisions set forth in the Asset Purchase Agreement. Without limiting the foregoing, notices shall be sent to the parties at the following addresses (or at such other address as a party may specify by written notice given in accordance with the Asset Purchase Agreement):

If to Assignor:

Allegheny Valley Packaging, Inc. 250 Industrial Boulevard Butler, PA 16001

Attention: Gerald W. Horvath, President

Telephone: (724) 555-2400

Email: ghorvath@avpackaging.com

with a copy (which shall not constitute notice) to:

Broadmoor Strauss & Kline LLP 600 Grant Street, Suite 4200 Pittsburgh, PA 15219

Attention: Nathan R. Feldstein

Telephone: (412) 555-7600

Email: nfeldstein@broadmoorsk.com

If to Assignee:

Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308

Attention: Sandra K. Liu, General Counsel

Telephone: (330) 555-9100

Email: sliu@crestlinepackaging.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022

Attention: Harrison Wexford

Telephone: (212) 555-3800

Email: hwexford@calderwoodharkness.com

[Remainder of this page intentionally left blank; signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed and delivered as of the date first written above.

ASSIGNOR:

ALLEGHENY VALLEY PACKAGING, INC. a Pennsylvania corporation

By: ________

Name: Gerald W. Horvath

Title: President

Date: July 31, 2025

ASSIGNEE:

CRESTLINE PACKAGING SOLUTIONS LLC an Ohio limited liability company

By: ________

Name: Thomas R. Garner

Title: Chief Executive Officer

Date: July 31, 2025

SCHEDULE A

ASSUMED CONTRACTS

The following is a complete list of all Assumed Contracts being assigned from Assignor to Assignee pursuant to this Assignment and Assumption Agreement, organized by category. This Schedule A cross-references the applicable schedules to the Asset Purchase Agreement dated as of June 15, 2025. Unless otherwise indicated, all contracts listed below are being assigned to Assignee effective as of the Closing Date.

A. Customer Supply Agreements

The following customer supply agreements are assigned to Assignee. The top ten (10) customers listed below collectively represent approximately sixty-two percent (62%) of Assignor's trailing twelve-month revenue of approximately Ninety-Five Million Dollars ($95,000,000).

Note: Customer contracts numbered 11 through 23 are set forth in detail on Schedule 2.1(a)(iv) to the Asset Purchase Agreement and are incorporated herein by reference.

B. Vendor / Raw Material Supply Agreements

Note: Vendor contracts numbered 6 through 9 are set forth in detail on Schedule 2.1(a)(v) to the Asset Purchase Agreement and are incorporated herein by reference.

C. Equipment Leases

Note: Equipment leases numbered 7 through 8 are set forth in detail on Schedule 2.1(a)(vi) to the Asset Purchase Agreement and are incorporated herein by reference.

D. Collective Bargaining Agreement

E. Other Material Contracts

Note: Contracts numbered 5 through 7 in this category are set forth in detail on Schedule 2.1(a)(viii) to the Asset Purchase Agreement and are incorporated herein by reference.

F. Consent Status Summary

Of the approximately forty-seven (47) Assumed Contracts listed in this Schedule A, approximately twelve (12) material contracts require third-party consent to assignment. As of the Closing Date, the consent status of such contracts is summarized as follows:

The contracts for which consents remain pending as of the Closing Date are subject to the interim arrangement provisions set forth in Section 2.3 of this Agreement and the corresponding provisions of the Asset Purchase Agreement. Assignor shall continue to use commercially reasonable efforts to obtain each such pending consent as promptly as practicable following the Closing Date.

SCHEDULE B

ASSUMED LIABILITIES

The following is a complete enumeration of the Assumed Liabilities being assumed by Assignee pursuant to this Assignment and Assumption Agreement, consistent with the definition of "Assumed Liabilities" set forth in the Asset Purchase Agreement dated as of June 15, 2025.

Assumed Liabilities. Assignee assumes and agrees to pay, perform, discharge, and satisfy when due, from and after the Closing Date, each of the following liabilities and obligations:

(a) Trade Payables and Accrued Expenses. All trade payables and accrued expenses of Assignor arising in the ordinary course of business consistent with past practice, to the extent included in the calculation of the Closing Working Capital as defined in the Asset Purchase Agreement, including amounts owing to vendors, suppliers, service providers, and other counterparties for goods delivered or services rendered in the ordinary course prior to the Closing Date but not yet paid as of the Closing Date, to the extent constituting Assumed Liabilities.

(b) Obligations Under Assumed Contracts. All obligations, duties, and liabilities arising under the Assumed Contracts (as identified on Schedule A hereto) to the extent such obligations arise from and relate to performance required from and after the Closing Date. With respect to obligations that straddle the Closing Date, Assignee assumes only the portion of such obligations allocable to the period from and after the Closing Date, as determined in accordance with the Asset Purchase Agreement.

(c) Warranty Obligations. All warranty obligations, claims, and liabilities with respect to products manufactured, sold, shipped, or delivered by Assignor or Assignee from and after the Closing Date, including obligations arising under express or implied product warranties, guarantees, return policies, and similar commitments made in connection with such products.

(d) Current-Period Property Taxes. All current-period real and personal property taxes with respect to the following properties, prorated as of the Closing Date in accordance with Section 3.3 of this Agreement, with Assignee assuming the post-closing portion:

(i) Butler Property: 250 Industrial Boulevard, Butler, PA 16001, consisting of approximately 285,000 square feet of manufacturing and warehouse space situated on approximately 22.5 acres; and

(ii) Meadville Property: 1480 Conneaut Lake Road, Meadville, PA 16335, consisting of approximately 110,000 square feet of manufacturing and warehouse space situated on approximately 8.2 acres.

(e) CBA Obligations. All obligations arising under the collective bargaining agreement with International Paperworkers Union Local 814, to the extent arising from and after the Closing Date, including all obligations of the employer relating to wages, salaries, overtime pay, shift differentials, holiday pay, vacation pay, sick leave, health and welfare benefits, pension contributions, training fund contributions, grievance and arbitration processing, seniority rights, and all other terms and conditions of employment provided for under the CBA.

ASSIGNMENT AND ASSUMPTION AGREEMENT
Dated as of July 31, 2025 (the "Closing Date")
by and between
ALLEGHENY VALLEY PACKAGING, INC. a Pennsylvania corporation ("Assignor" or "Seller")
and
CRESTLINE PACKAGING SOLUTIONS LLC an Ohio limited liability company ("Assignee" or "Buyer")
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of July 31, 2025 (the "Closing Date"), by and between:
ALLEGHENY VALLEY PACKAGING, INC., a Pennsylvania corporation ("Assignor" or "Seller"), with its principal office at 250 Industrial Boulevard, Butler, PA 16001; and
CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company ("Assignee" or "Buyer"), with its principal office at 4100 Commerce Parkway, Suite 800, Akron, OH 44308.
This Agreement is made and entered into pursuant to, and delivered in connection with the closing of the transactions contemplated by, that certain Asset Purchase Agreement dated as of June 15, 2025 (the "Asset Purchase Agreement" or "APA"), by and between Assignor and Assignee. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement.
RECITALS
WHEREAS, Assignor and Assignee entered into the Asset Purchase Agreement dated as of June 15, 2025, pursuant to which Assignor agreed to sell, transfer, convey, assign, and deliver to Assignee, and Assignee agreed to purchase and acquire from Assignor, substantially all of the assets of Assignor constituting the Acquired Assets (as defined in the Asset Purchase Agreement), for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to the adjustments and on the terms and conditions set forth in the Asset Purchase Agreement;
WHEREAS, the Asset Purchase Agreement provides that, at the Closing (as defined in the Asset Purchase Agreement), Assignor shall execute and deliver this Agreement to effectuate the assignment to Assignee of all of Assignor's right, title, and interest in, to, and under the Assumed Contracts (as defined in the Asset Purchase Agreement) and other assigned rights, and Assignee shall execute and deliver this Agreement to effectuate the assumption by Assignee of the Assumed Liabilities (as defined in the Asset Purchase Agreement), in each case as defined in and subject to the terms of the Asset Purchase Agreement;
WHEREAS, the Assumed Contracts include approximately forty-seven (47) material contracts, including but not limited to customer supply agreements, vendor and raw material supply agreements (including the containerboard supply agreement with Consolidated Linerboard Corp.), equipment leases, and the collective bargaining agreement with International Paperworkers Union Local 814 (effective April 1, 2024; expiring March 31, 2027), all as more particularly described in the schedules to the Asset Purchase Agreement and in Schedule A attached hereto; and
WHEREAS, this Agreement is a closing deliverable under the Asset Purchase Agreement and is governed by and subject to the terms and conditions thereof, including the representations, warranties, covenants, and indemnification obligations set forth therein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms.
Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement. As used in this Agreement, the following terms shall have the meanings set forth below:
(a) "Agreement" means this Assignment and Assumption Agreement, including all schedules and exhibits attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.
(b) "Assumed Contracts" means those contracts, agreements, leases, licenses, commitments, and other instruments as defined in the Asset Purchase Agreement and as set forth on Schedule A hereto.
(c) "Assumed Liabilities" means those liabilities and obligations as defined in the Asset Purchase Agreement and as set forth on Schedule B hereto.
(d) "Closing Date" means the date set forth in the preamble to this Agreement, which is the date on which the Closing occurs under the Asset Purchase Agreement.
(e) "Excluded Liabilities" has the meaning ascribed to such term in the Asset Purchase Agreement. For the avoidance of doubt, the Excluded Liabilities are expressly excluded from the scope of this Agreement, and Assignee does not assume, and shall have no obligation with respect to, any Excluded Liabilities.
Section 1.2 — Rules of Construction.
The following rules of construction shall apply to this Agreement:
(a) All references herein to the Asset Purchase Agreement and to the definitions and provisions contained therein shall govern the interpretation of any ambiguous terms in this Agreement.
(b) The headings and captions of the Articles, Sections, and subsections of this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement.
(c) Unless the context otherwise requires, the term "including" (and correlative terms such as "include" and "includes") means "including, without limitation."
(d) Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders.
(e) References herein to any Section, Article, Schedule, or Exhibit shall mean such Section, Article, Schedule, or Exhibit of or to this Agreement, unless otherwise expressly stated.
(f) The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole, including all schedules and exhibits hereto, and not to any particular provision of this Agreement.
(g) References to any law, statute, regulation, or similar provision shall mean such law, statute, regulation, or provision as amended, modified, supplemented, or replaced from time to time.
ARTICLE II — ASSIGNMENT OF ASSUMED CONTRACTS AND RIGHTS
Section 2.1 — Assignment.
Effective as of the Closing Date, and subject to the terms and conditions of this Agreement and the Asset Purchase Agreement, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under the Assumed Contracts listed on Schedule A hereto, together with all rights, benefits, privileges, and incidents of ownership appurtenant thereto. Without limiting the generality of the foregoing, such assignment includes, to the extent arising from and after the Closing Date, all claims, causes of action, rights of recovery, and rights of set-off arising under or in connection with such Assumed Contracts.
The Assumed Contracts being assigned pursuant to this Section 2.1 consist of approximately forty-seven (47) material contracts, including the following categories:
(a) Customer Supply Agreements. Customer supply agreements with Assignor's top ten (10) customers, which collectively accounted for approximately sixty-two percent (62%) of Assignor's trailing twelve-month revenue of approximately Ninety-Five Million Dollars ($95,000,000), together with all other customer supply agreements constituting Assumed Contracts as identified on Schedule A hereto.
(b) Vendor and Raw Material Supply Agreements. Vendor and raw material supply agreements, including principally the containerboard supply agreement with Consolidated Linerboard Corp. (the "Consolidated Linerboard Agreement"), together with all other vendor and raw material supply agreements constituting Assumed Contracts as identified on Schedule A hereto.
(c) Equipment Leases. Equipment leases for machinery and equipment located at (i) the Butler facility, consisting of approximately 285,000 square feet of manufacturing and warehouse space situated on approximately 22.5 acres at 250 Industrial Boulevard, Butler, PA 16001, and (ii) the Meadville facility, consisting of approximately 110,000 square feet of manufacturing and warehouse space situated on approximately 8.2 acres at 1480 Conneaut Lake Road, Meadville, PA 16335, in each case as identified on Schedule A hereto.
(d) Collective Bargaining Agreement. The collective bargaining agreement with International Paperworkers Union Local 814 covering approximately one hundred eighty-five (185) hourly employees at the Butler facility, effective as of April 1, 2024, and expiring on March 31, 2027 (the "CBA"), as identified on Schedule A hereto.
(e) Other Material Contracts. All other contracts, agreements, and instruments constituting Assumed Contracts under the Asset Purchase Agreement, as identified on Schedule A hereto.
Section 2.2 — Scope of Assignment.
The assignment effectuated by Section 2.1 above is limited to the Assumed Contracts and does not include any contract, agreement, commitment, or instrument that is not an Assumed Contract as defined in the Asset Purchase Agreement. For the avoidance of doubt, the Excluded Assets (as defined in the Asset Purchase Agreement) are expressly not assigned, transferred, or conveyed to Assignee pursuant to this Agreement. The Excluded Assets include, without limitation:
(a) all cash and cash equivalents of Assignor;
(b) all tax refunds and credits of Assignor for pre-closing periods;
(c) all minute books, stock transfer records, corporate seals, and other corporate records of Assignor;
(d) all insurance policies of Assignor and all rights thereunder (other than rights assigned to Assignee pursuant to the Asset Purchase Agreement);
(e) the corporate name "Allegheny Valley Packaging, Inc." (which is the subject of a separate transitional license agreement between Assignor and Assignee, granting Assignee a non-exclusive, royalty-free license to use such name for a period of six (6) months following the Closing Date solely for transition purposes); and
(f) all other assets specifically designated as Excluded Assets in the Asset Purchase Agreement.
Section 2.3 — Third-Party Consents.
(a) The parties acknowledge and agree that the assignment of certain of the Assumed Contracts requires the consent, approval, or waiver of one or more third parties (each, a "Required Consent"). As of the date hereof, approximately twelve (12) material contracts have been identified as requiring counterparty consent to assignment, as tracked in the Regulatory and Third-Party Consents Checklist prepared in connection with the transactions contemplated by the Asset Purchase Agreement.
(b) Notwithstanding any other provision of this Agreement, to the extent that the assignment of any Assumed Contract requires a Required Consent that has not been obtained as of the Closing Date, this Agreement shall not constitute an assignment of such Assumed Contract if and to the extent that such assignment without the Required Consent would constitute a breach, violation, or default under such Assumed Contract, or would otherwise be ineffective or void under applicable law or the terms of such Assumed Contract. The parties agree that the failure to obtain any such Required Consent shall not affect the assignment of any other Assumed Contract for which no Required Consent is necessary or for which the Required Consent has been obtained.
(c) Pending the receipt of any Required Consent with respect to any Assumed Contract for which such consent has not been obtained as of the Closing Date, the parties shall comply with the interim arrangement provisions set forth in the Asset Purchase Agreement. Without limiting the foregoing, Assignor shall:
(i) cooperate with Assignee and use commercially reasonable efforts to obtain each such Required Consent as promptly as practicable after the Closing Date;
(ii) pending receipt of each such Required Consent, hold its rights under each such Assumed Contract in trust for the benefit of Assignee and, at Assignee's direction and expense, act as Assignee's agent or subcontractor in performing Assignor's obligations under each such Assumed Contract, and provide to Assignee the economic benefits and burdens of each such Assumed Contract as if the assignment had been completed;
(iii) not amend, modify, terminate, or waive any rights under any such Assumed Contract without the prior written consent of Assignee (which consent shall not be unreasonably withheld, conditioned, or delayed); and
(iv) promptly deliver to Assignee all notices, correspondence, and other communications received by Assignor from the counterparty to any such Assumed Contract.
(d) For the avoidance of doubt, the provisions of this Section 2.3 shall not relieve Assignor of its obligation to obtain Required Consents or be deemed a waiver by Assignee of any closing condition, covenant, or right set forth in the Asset Purchase Agreement relating to the obtaining of such Required Consents.
Section 2.4 — Successorship Under Collective Bargaining Agreement.
(a) Assignee acknowledges and agrees that, in connection with the assignment and assumption of the CBA pursuant to this Agreement, Assignee shall act as a successor employer with respect to the approximately one hundred eighty-five (185) hourly employees at the Butler facility who are covered by the CBA. Assignee shall recognize International Paperworkers Union Local 814 as the exclusive collective bargaining representative of such employees in accordance with the terms of the CBA and applicable provisions of the National Labor Relations Act, as amended.
(b) Assignee agrees to comply with all union notification and successorship requirements applicable to the transactions contemplated by this Agreement and the Asset Purchase Agreement, including any requirements under the CBA relating to notice to the union of changes in ownership or management, and any requirements under applicable federal and state labor and employment laws.
(c) The CBA shall remain in full force and effect in accordance with its terms through its stated expiration date of March 31, 2027, and Assignee shall be bound by all of the terms and conditions thereof from and after the Closing Date, including with respect to wages, hours, benefits, grievance and arbitration procedures, seniority, and all other terms and conditions of employment set forth therein.
(d) Assignor shall cooperate with Assignee in effecting an orderly transition of the employer-employee relationship under the CBA, including by providing Assignee with copies of all grievance files, arbitration awards, and other labor relations records maintained by Assignor with respect to employees covered by the CBA.
ARTICLE III — ASSUMPTION OF ASSUMED LIABILITIES
Section 3.1 — Assumption.
Effective as of the Closing Date, and subject to the terms and conditions of this Agreement and the Asset Purchase Agreement, Assignee hereby irrevocably assumes and agrees to pay, perform, discharge, and satisfy when due, from and after the Closing Date, all of the Assumed Liabilities, as defined in the Asset Purchase Agreement and as set forth on Schedule B hereto. Without limiting the generality of the foregoing, the Assumed Liabilities include the following:
(a) Trade Payables and Accrued Expenses. All trade payables and accrued expenses of Assignor arising in the ordinary course of business consistent with past practice, to the extent included in the calculation of the Closing Working Capital (as defined in the Asset Purchase Agreement) and to the extent such amounts constitute Assumed Liabilities under the Asset Purchase Agreement.
(b) Obligations Under Assumed Contracts. All obligations arising under the Assumed Contracts, to the extent such obligations arise from and relate to performance required from and after the Closing Date. With respect to obligations under Assumed Contracts that straddle the Closing Date, such obligations shall be allocated between Assignor and Assignee as follows: Assignor shall be responsible for the portion of such obligations that is allocable to the period prior to the Closing Date, and Assignee shall be responsible for the portion of such obligations that is allocable to the period from and after the Closing Date, in each case determined on a pro rata basis (based on the number of days in the applicable period falling before and on or after the Closing Date) or on such other basis as may be specified in the Asset Purchase Agreement.
(c) Warranty Obligations. All warranty obligations with respect to products manufactured, sold, or shipped by Assignor from and after the Closing Date, including obligations arising under any product warranties, guarantees, or similar commitments made by Assignor or Assignee in connection with such products.
(d) Current-Period Property Taxes. Current-period real and personal property taxes with respect to the Butler facility (250 Industrial Boulevard, Butler, PA 16001) and the Meadville facility (1480 Conneaut Lake Road, Meadville, PA 16335), prorated as of the Closing Date in accordance with Section 3.3 below, with Assignor responsible for the pre-closing portion and Assignee responsible for the post-closing portion.
(e) CBA Obligations. All obligations arising under the collective bargaining agreement with International Paperworkers Union Local 814, to the extent arising from and after the Closing Date, including obligations relating to wages, benefits, pension contributions, health and welfare fund contributions, grievance processing, and all other obligations of the employer thereunder.
Section 3.2 — Excluded Liabilities.
For the avoidance of doubt, Assignee does not assume and shall not be liable or responsible for any Excluded Liabilities, as defined in the Asset Purchase Agreement. The Excluded Liabilities include, without limitation, the following:
(a) Pre-Closing Indebtedness. All pre-closing indebtedness of Assignor, including approximately Fourteen Million Two Hundred Thousand Dollars ($14,200,000) outstanding under Assignor's existing revolving credit facility with Merchants & Traders Bank (aggregate facility size of Twenty Million Dollars ($20,000,000)), which indebtedness shall be repaid or otherwise satisfied by Assignor at or prior to the Closing in accordance with the terms of the Asset Purchase Agreement.
(b) Pre-Closing Tax Liabilities. All liabilities for taxes of Assignor attributable to taxable periods (or portions thereof) ending on or before the Closing Date, including any income, franchise, sales, use, or other tax liabilities of Assignor for such periods.
(c) Pre-Closing Product Liability Claims. Any and all claims, suits, actions, proceedings, or liabilities arising from or relating to products manufactured, sold, or shipped by Assignor prior to the Closing Date, including product liability claims, product recall obligations, and claims for breach of warranty with respect to such pre-closing products.
(d) Underfunded Pension Obligations. All underfunded pension obligations of Assignor, estimated at approximately Three Million One Hundred Thousand Dollars ($3,100,000) as of the most recent actuarial valuation, including any withdrawal liability or other liability arising under Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or under Section 412 or Section 430 of the Internal Revenue Code of 1986, as amended.
(e) Transaction Expenses. All Transaction Expenses of Assignor, including fees and expenses of Assignor's legal counsel, accountants, financial advisors, brokers, and other consultants and advisors incurred in connection with the negotiation, preparation, execution, and performance of the Asset Purchase Agreement and the transactions contemplated thereby.
(f) Liabilities Arising from Excluded Assets. Any and all liabilities arising from, relating to, or associated with the Excluded Assets (as defined in the Asset Purchase Agreement).
(g) Other Excluded Liabilities. Any other liabilities or obligations specifically designated as Excluded Liabilities in the Asset Purchase Agreement.
Nothing in this Agreement shall be construed to impose upon Assignee any liability or obligation that constitutes an Excluded Liability, regardless of when such liability or obligation may have arisen, become due, or been asserted. Assignor shall retain and remain solely responsible for the payment, performance, and discharge of all Excluded Liabilities.
Section 3.3 — Proration of Property Taxes.
(a) Current-period real and personal property taxes for the Butler property located at 250 Industrial Boulevard, Butler, PA 16001 (consisting of approximately 285,000 square feet of manufacturing and warehouse space on approximately 22.5 acres) and the Meadville property located at 1480 Conneaut Lake Road, Meadville, PA 16335 (consisting of approximately 110,000 square feet of manufacturing and warehouse space on approximately 8.2 acres) shall be prorated between Assignor and Assignee as of the Closing Date in accordance with the provisions of the Asset Purchase Agreement.
(b) Assignor shall bear and be responsible for all property taxes attributable to the period ending on the day immediately preceding the Closing Date (the "Pre-Closing Tax Period"), and Assignee shall bear and be responsible for all property taxes attributable to the period commencing on the Closing Date and ending on the last day of the applicable tax period (the "Post-Closing Tax Period"). Such proration shall be calculated on a per diem basis, based on the number of days in the Pre-Closing Tax Period and the Post-Closing Tax Period relative to the total number of days in the applicable tax period.
(c) If current-period tax bills for the Butler property or the Meadville property are not available as of the Closing Date, the proration of property taxes shall be calculated based on the most recent assessed values of such properties and the applicable tax rates then in effect, and such proration shall be reflected in the Closing Statement prepared in accordance with the Asset Purchase Agreement. Following the Closing Date, upon receipt of the actual tax bills for the applicable tax period, Assignor and Assignee shall promptly perform a true-up calculation, and any amount owing by one party to the other as a result of such true-up shall be paid within thirty (30) days after the date on which such actual tax bills are received and the true-up calculation is agreed upon by the parties.
(d) Each party shall cooperate with the other party in providing such information and documentation as may be reasonably necessary to facilitate the proration and true-up of property taxes contemplated by this Section 3.3.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES
Section 4.1 — Representations and Warranties of Assignor.
Assignor hereby represents and warrants to Assignee as follows:
(a) Organization and Good Standing. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania (PA Department of State Entity ID: 6519847). Assignor has all requisite corporate power and authority to own, lease, and operate its assets and properties and to carry on its business as presently conducted.
(b) Corporate Power and Authority. Assignor has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Assignor and the performance by Assignor of its obligations hereunder have been duly authorized by all necessary corporate action on the part of Assignor, including approval by its board of directors and, to the extent required, its shareholders. No other corporate proceedings on the part of Assignor are necessary to authorize the execution, delivery, or performance of this Agreement.
(c) Enforceability. This Agreement has been duly executed and delivered by Assignor and constitutes a legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) No Conflict. The execution, delivery, and performance of this Agreement by Assignor and the consummation of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the articles of incorporation or bylaws of Assignor, (ii) conflict with or violate in any material respect any law, order, judgment, decree, rule, or regulation applicable to Assignor or by which any of its assets are bound, or (iii) result in any breach of, or constitute a default under, any Assumed Contract, except to the extent a Required Consent is addressed under Section 2.3 hereof.
The representations and warranties set forth in this Section 4.1 are in addition to, and supplement but do not replace, modify, or limit, the representations and warranties made by Assignor in the Asset Purchase Agreement. In the event of any conflict between the representations and warranties set forth herein and those set forth in the Asset Purchase Agreement, the representations and warranties in the Asset Purchase Agreement shall control.
Section 4.2 — Representations and Warranties of Assignee.
Assignee hereby represents and warrants to Assignor as follows:
(a) Organization and Good Standing. Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio (Ohio Secretary of State Filing No.: 4287653). Assignee has all requisite limited liability company power and authority to own, lease, and operate its assets and properties and to carry on its business as presently conducted.
(b) Limited Liability Company Power and Authority. Assignee has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Assignee and the performance by Assignee of its obligations hereunder have been duly authorized by all necessary limited liability company action on the part of Assignee, including approval by its managers and/or members, as applicable, in accordance with Assignee's operating agreement. No other limited liability company proceedings on the part of Assignee are necessary to authorize the execution, delivery, or performance of this Agreement.
(c) Enforceability. This Agreement has been duly executed and delivered by Assignee and constitutes a legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and (ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) No Conflict. The execution, delivery, and performance of this Agreement by Assignee and the consummation of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the certificate of formation, operating agreement, or other organizational documents of Assignee, (ii) conflict with or violate in any material respect any law, order, judgment, decree, rule, or regulation applicable to Assignee or by which any of its assets are bound, or (iii) result in any breach of, or constitute a default under, any contract, agreement, or instrument to which Assignee is a party or by which Assignee or any of its assets is bound.
ARTICLE V — FURTHER ASSURANCES
Section 5.1 — Further Assurances.
Each party agrees to execute and deliver, from time to time after the Closing Date, such additional documents, instruments, conveyances, assignments, transfers, certificates, and assurances, and to take such further actions, as may be reasonably required to carry out the provisions of this Agreement and the Asset Purchase Agreement and to give effect to the transactions contemplated hereby and thereby. Without limiting the generality of the foregoing, each party shall take such actions as may be reasonably necessary or desirable to vest in Assignee full right, title, and interest in, to, and under the Assumed Contracts and to enable Assignee to exercise and enjoy all rights and benefits under the Assumed Contracts. Assignor shall cooperate with Assignee in providing access to books, records, files, correspondence, and information relating to the Assumed Contracts and the Assumed Liabilities as may be reasonably requested by Assignee from time to time, subject to applicable confidentiality obligations and privileges.
Section 5.2 — Power of Attorney.
Assignor hereby irrevocably constitutes and appoints Assignee, and Assignee's successors and assigns, as Assignor's true and lawful attorney-in-fact, with full power of substitution and resubstitution, for the purpose of enforcing any rights, claims, or remedies under the Assumed Contracts assigned hereunder to the extent such assignment is not recognized, honored, or given effect by the applicable counterparty, in each case acting in the name and on behalf of Assignor but for the sole benefit of Assignee. This power of attorney is coupled with an interest and shall be irrevocable. Assignee agrees to indemnify and hold harmless Assignor from and against any losses, costs, or expenses incurred by Assignor as a direct result of Assignee's exercise of this power of attorney, except to the extent such losses, costs, or expenses arise from Assignor's own breach, negligence, or willful misconduct. This power of attorney shall not impose any obligation upon Assignee to take any action, and Assignee shall exercise this power of attorney solely in its discretion.
ARTICLE VI — RELATIONSHIP TO ASSET PURCHASE AGREEMENT
Section 6.1 — Subject to the APA.
This Agreement is made, executed, and delivered pursuant to, and is subject to and governed by, the terms and conditions of the Asset Purchase Agreement. This Agreement is intended solely to effectuate the assignment of the Assumed Contracts and the assumption of the Assumed Liabilities as contemplated by the Asset Purchase Agreement and shall not be construed to create any rights, obligations, or liabilities independent of or in addition to those set forth in the Asset Purchase Agreement. Nothing in this Agreement shall be deemed to expand, diminish, modify, supplement, amend, or otherwise alter the representations, warranties, covenants, conditions, indemnification obligations, or other terms set forth in the Asset Purchase Agreement. In the event of any conflict or inconsistency between any term or provision of this Agreement and any term or provision of the Asset Purchase Agreement, the terms and provisions of the Asset Purchase Agreement shall control and govern in all respects.
Section 6.2 — No Third-Party Beneficiaries.
Except as otherwise expressly provided in the Asset Purchase Agreement, this Agreement is for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, whether express or implied, shall confer upon any other person or entity (including any employee, union, creditor, counterparty, or governmental authority) any legal or equitable right, benefit, cause of action, or remedy of any nature whatsoever under or by reason of this Agreement. No third party shall have the right to enforce any provision of this Agreement, and no such third-party rights are intended to be created hereby.
Section 6.3 — Indemnification.
(a) The indemnification rights and obligations of the parties with respect to the Assumed Contracts, the Assumed Liabilities, and any other matters arising under or in connection with this Agreement shall be governed exclusively by Article IX of the Asset Purchase Agreement, and no claim for indemnification may be brought under this Agreement independent of the provisions of such Article IX.
(b) Without limiting the foregoing, the parties acknowledge and agree that the indemnification obligations set forth in the Asset Purchase Agreement are subject to the following limitations:
(i) an aggregate indemnification cap of Forty-Five Million Dollars ($45,000,000), representing twenty-five percent (25%) of the aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000);
(ii) a basket (deductible threshold) of One Million Three Hundred Fifty Thousand Dollars ($1,350,000), representing seventy-five hundredths of one percent (0.75%) of the aggregate purchase price, applied as a tipping basket (i.e., once aggregate indemnifiable losses exceed the basket amount, the indemnifying party shall be liable for all indemnifiable losses from the first dollar, not merely the excess over the basket amount);
(iii) a mini-basket (per-claim threshold) of Fifty Thousand Dollars ($50,000) per individual claim, with no claim being counted toward the basket unless and until such claim, individually or together with related claims, equals or exceeds such mini-basket amount;
(iv) an eighteen (18)-month survival period for general representations and warranties, commencing on the Closing Date;
(v) a sixty (60)-month survival period for fundamental representations and warranties (including representations relating to organization, authority, title, and taxes); and
(vi) a thirty-six (36)-month survival period for environmental representations and warranties.
(c) In addition to the foregoing, the parties acknowledge and agree that the Asset Purchase Agreement provides for a special environmental indemnity of up to Eight Million Dollars ($8,000,000) for pre-closing environmental conditions at the Butler and Meadville facilities, which special environmental indemnity survives for a period of thirty-six (36) months from the Closing Date and is subject to the terms and conditions set forth in the Asset Purchase Agreement.
(d) The parties further acknowledge and agree that, at the Closing, Nine Million Dollars ($9,000,000) of the aggregate purchase price has been deposited into an escrow account maintained by Atlantic Fiduciary Trust Company, as escrow agent, pursuant to the Escrow Agreement dated as of the Closing Date (the "Escrow Agreement"). Such escrow funds serve as partial security for Assignor's indemnification obligations under the Asset Purchase Agreement and shall be held, invested, and disbursed in accordance with the terms of the Escrow Agreement.
ARTICLE VII — MISCELLANEOUS
Section 7.1 — Governing Law.
This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provision set forth in the Asset Purchase Agreement.
Section 7.2 — Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent may be withheld in such other party's sole discretion; provided, however, that Assignee may, without the prior written consent of Assignor, assign its rights and delegate its obligations under this Agreement, in whole or in part, to (a) any affiliate of Assignee, or (b) any lender of Assignee (including Pinnacle National Bank, N.A., in its capacity as Administrative Agent under that certain Credit Agreement dated as of November 15, 2021, as amended from time to time (the "Existing Credit Agreement")), as collateral security for obligations of Assignee under the Existing Credit Agreement or any replacement or refinancing thereof; provided, further, that no such assignment or delegation shall relieve Assignee of any of its obligations or liabilities under this Agreement or under the Asset Purchase Agreement.
Section 7.3 — Amendments and Waivers.
(a) This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Assignor and Assignee. No oral agreements, understandings, or representations shall be effective to amend, modify, or supplement this Agreement.
(b) No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument signed by the party to be charged with such waiver. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.
Section 7.4 — Severability.
If any provision of this Agreement, or the application of any such provision to any person, entity, or circumstance, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect. In the event that any provision is so held to be invalid, illegal, or unenforceable, the parties shall negotiate in good faith a substitute provision that, to the maximum extent practicable, preserves the original intent and economic effect of the invalid, illegal, or unenforceable provision.
Section 7.5 — Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart by facsimile or electronic transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability, or binding effect of this Agreement.
Section 7.6 — Entire Agreement.
This Agreement, together with the Asset Purchase Agreement and the other transaction documents, certificates, instruments, and agreements executed and delivered in connection therewith (including the Bill of Sale, the IP Assignment Agreement, the Transition Services Agreement, the Escrow Agreement, and the Transitional License Agreement), constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous agreements, negotiations, discussions, representations, warranties, commitments, proposals, offers, and understandings, whether written or oral, relating to such subject matter.
Section 7.7 — Notices.
All notices, requests, demands, claims, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and received in accordance with the notice provisions set forth in the Asset Purchase Agreement. Without limiting the foregoing, notices shall be sent to the parties at the following addresses (or at such other address as a party may specify by written notice given in accordance with the Asset Purchase Agreement):
If to Assignor:
Allegheny Valley Packaging, Inc. 250 Industrial Boulevard Butler, PA 16001
Attention: Gerald W. Horvath, President
Telephone: (724) 555-2400
Email: ghorvath@avpackaging.com
with a copy (which shall not constitute notice) to:
Broadmoor Strauss & Kline LLP 600 Grant Street, Suite 4200 Pittsburgh, PA 15219
Attention: Nathan R. Feldstein
Telephone: (412) 555-7600
Email: nfeldstein@broadmoorsk.com
If to Assignee:
Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308
Attention: Sandra K. Liu, General Counsel
Telephone: (330) 555-9100
Email: sliu@crestlinepackaging.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Attention: Harrison Wexford
Telephone: (212) 555-3800
Email: hwexford@calderwoodharkness.com
[Remainder of this page intentionally left blank; signature pages follow.]
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed and delivered as of the date first written above.
ASSIGNOR:
ALLEGHENY VALLEY PACKAGING, INC. a Pennsylvania corporation
By: ________
Name: Gerald W. Horvath
Title: President
Date: July 31, 2025
ASSIGNEE:
CRESTLINE PACKAGING SOLUTIONS LLC an Ohio limited liability company
By: ________
Name: Thomas R. Garner
Title: Chief Executive Officer
Date: July 31, 2025
SCHEDULE A
ASSUMED CONTRACTS
The following is a complete list of all Assumed Contracts being assigned from Assignor to Assignee pursuant to this Assignment and Assumption Agreement, organized by category. This Schedule A cross-references the applicable schedules to the Asset Purchase Agreement dated as of June 15, 2025. Unless otherwise indicated, all contracts listed below are being assigned to Assignee effective as of the Closing Date.
A. Customer Supply Agreements
The following customer supply agreements are assigned to Assignee. The top ten (10) customers listed below collectively represent approximately sixty-two percent (62%) of Assignor's trailing twelve-month revenue of approximately Ninety-Five Million Dollars ($95,000,000).
Note: Customer contracts numbered 11 through 23 are set forth in detail on Schedule 2.1(a)(iv) to the Asset Purchase Agreement and are incorporated herein by reference.
B. Vendor / Raw Material Supply Agreements
Note: Vendor contracts numbered 6 through 9 are set forth in detail on Schedule 2.1(a)(v) to the Asset Purchase Agreement and are incorporated herein by reference.
C. Equipment Leases
Note: Equipment leases numbered 7 through 8 are set forth in detail on Schedule 2.1(a)(vi) to the Asset Purchase Agreement and are incorporated herein by reference.
D. Collective Bargaining Agreement
E. Other Material Contracts
Note: Contracts numbered 5 through 7 in this category are set forth in detail on Schedule 2.1(a)(viii) to the Asset Purchase Agreement and are incorporated herein by reference.
F. Consent Status Summary
Of the approximately forty-seven (47) Assumed Contracts listed in this Schedule A, approximately twelve (12) material contracts require third-party consent to assignment. As of the Closing Date, the consent status of such contracts is summarized as follows:
The contracts for which consents remain pending as of the Closing Date are subject to the interim arrangement provisions set forth in Section 2.3 of this Agreement and the corresponding provisions of the Asset Purchase Agreement. Assignor shall continue to use commercially reasonable efforts to obtain each such pending consent as promptly as practicable following the Closing Date.
SCHEDULE B
ASSUMED LIABILITIES
The following is a complete enumeration of the Assumed Liabilities being assumed by Assignee pursuant to this Assignment and Assumption Agreement, consistent with the definition of "Assumed Liabilities" set forth in the Asset Purchase Agreement dated as of June 15, 2025.
Assumed Liabilities.  Assignee assumes and agrees to pay, perform, discharge, and satisfy when due, from and after the Closing Date, each of the following liabilities and obligations:
(a) Trade Payables and Accrued Expenses. All trade payables and accrued expenses of Assignor arising in the ordinary course of business consistent with past practice, to the extent included in the calculation of the Closing Working Capital as defined in the Asset Purchase Agreement, including amounts owing to vendors, suppliers, service providers, and other counterparties for goods delivered or services rendered in the ordinary course prior to the Closing Date but not yet paid as of the Closing Date, to the extent constituting Assumed Liabilities.
(b) Obligations Under Assumed Contracts. All obligations, duties, and liabilities arising under the Assumed Contracts (as identified on Schedule A hereto) to the extent such obligations arise from and relate to performance required from and after the Closing Date. With respect to obligations that straddle the Closing Date, Assignee assumes only the portion of such obligations allocable to the period from and after the Closing Date, as determined in accordance with the Asset Purchase Agreement.
(c) Warranty Obligations. All warranty obligations, claims, and liabilities with respect to products manufactured, sold, shipped, or delivered by Assignor or Assignee from and after the Closing Date, including obligations arising under express or implied product warranties, guarantees, return policies, and similar commitments made in connection with such products.
(d) Current-Period Property Taxes. All current-period real and personal property taxes with respect to the following properties, prorated as of the Closing Date in accordance with Section 3.3 of this Agreement, with Assignee assuming the post-closing portion:
(i) Butler Property: 250 Industrial Boulevard, Butler, PA 16001, consisting of approximately 285,000 square feet of manufacturing and warehouse space situated on approximately 22.5 acres; and
(ii) Meadville Property: 1480 Conneaut Lake Road, Meadville, PA 16335, consisting of approximately 110,000 square feet of manufacturing and warehouse space situated on approximately 8.2 acres.
(e) CBA Obligations. All obligations arising under the collective bargaining agreement with International Paperworkers Union Local 814, to the extent arising from and after the Closing Date, including all obligations of the employer relating to wages, salaries, overtime pay, shift differentials, holiday pay, vacation pay, sick leave, health and welfare benefits, pension contributions, training fund contributions, grievance and arbitration processing, seniority rights, and all other terms and conditions of employment provided for under the CBA.
(f) Other Assumed Liabilities. All other liabilities and obligations specifically designated as Assumed Liabilities in the Asset Purchase Agreement, including any liabilities set forth in the schedules and exhibits to the Asset Purchase Agreement as Assumed Liabilities.
Excluded Liabilities — Carve-Out
For the avoidance of doubt, the following liabilities and obligations are expressly excluded from the Assumed Liabilities and are not assumed by Assignee pursuant to this Agreement or the Asset Purchase Agreement. Assignor shall retain and remain solely responsible for all Excluded Liabilities, including without limitation:
(a) All pre-closing indebtedness of Assignor, including approximately Fourteen Million Two Hundred Thousand Dollars ($14,200,000) outstanding under Assignor's existing revolving credit facility with Merchants & Traders Bank (aggregate facility size of Twenty Million Dollars ($20,000,000));
(b) All pre-closing tax liabilities of Assignor, including income, franchise, sales, use, employment, and all other tax liabilities attributable to taxable periods (or portions thereof) ending on or before the Closing Date;
(c) All pre-closing product liability claims, including any claims, suits, actions, proceedings, or liabilities arising from or relating to products manufactured, sold, shipped, or delivered by Assignor prior to the Closing Date;
(d) All underfunded pension obligations of Assignor, estimated at approximately Three Million One Hundred Thousand Dollars ($3,100,000) as of the most recent actuarial valuation, including any withdrawal liability or other liability under ERISA or the Internal Revenue Code;
(e) All Transaction Expenses of Assignor, including fees and expenses of Assignor's legal counsel, accountants, financial advisors, brokers, and other consultants and advisors incurred in connection with the transactions contemplated by the Asset Purchase Agreement; and
(f) All other liabilities and obligations specifically designated as Excluded Liabilities in the Asset Purchase Agreement.
[End of Schedules]
No. | Counterparty | Agreement Date | Description | Consent Required | Consent Status
1 | Keystone Consumer Products, Inc. | January 15, 2022 | Master Supply Agreement (corrugated packaging) | Yes | Obtained
2 | Great Lakes Beverage Corp. | March 8, 2023 | Supply Agreement (beverage cartons and trays) | Yes | Obtained
3 | Midwest Agricultural Supply Co. | June 1, 2021 | Packaging Supply Agreement (agricultural containers) | No | N/A
4 | Atlas Frozen Foods, LLC | September 12, 2022 | Master Supply Agreement (frozen food packaging) | Yes | Obtained
5 | Premier Home & Garden, Inc. | April 20, 2023 | Supply Agreement (retail display packaging) | No | N/A
6 | Tri-County Foods Distribution | October 5, 2021 | Annual Supply Agreement (shipping containers) | No | N/A
7 | North Shore Pharmaceutical, Inc. | February 28, 2023 | Supply Agreement (pharmaceutical packaging) | Yes | Pending
8 | Cumberland Manufacturing Corp. | July 14, 2022 | Supply Agreement (industrial packaging) | No | N/A
9 | Shenandoah Valley Poultry, LLC | November 1, 2022 | Master Supply Agreement (poultry packaging) | No | N/A
10 | Ridgeline Outdoor Equipment Co. | August 22, 2023 | Supply Agreement (retail packaging and POP displays) | No | N/A
11–23 | Various additional customers | Various | Various customer supply agreements | See notes | Various
No. | Counterparty | Agreement Date | Description | Consent Required | Consent Status
1 | Consolidated Linerboard Corp. | May 1, 2023 | Containerboard Supply Agreement (linerboard and medium) | Yes | Obtained
2 | American Adhesives & Coatings, Inc. | January 10, 2022 | Adhesives Supply Agreement | Yes | Pending
3 | Central Chemical Solutions, LLC | August 15, 2021 | Ink and Coating Supply Agreement | No | N/A
4 | Appalachian Starch Products Co. | March 30, 2023 | Starch Supply Agreement | No | N/A
5 | National Pallet & Lumber Supply, Inc. | June 12, 2022 | Pallet and Lumber Supply Agreement | No | N/A
6–9 | Various additional vendors | Various | Various raw material and supply agreements | See notes | Various
No. | Counterparty / Lessor | Agreement Date | Description | Location | Consent Required | Consent Status
1 | Marquette Capital Leasing, LLC | April 1, 2022 | Lease — BHS Corrugator (Model 2.5m, 2022 vintage) | Butler | Yes | Obtained
2 | Marquette Capital Leasing, LLC | April 1, 2022 | Lease — Bobst Flexo Folder Gluer (FFG 8.20 StarFoil) | Butler | Yes | Obtained
3 | Pacific Western Equipment Finance | September 15, 2023 | Lease — Mitsubishi Lithographic Press (6-color) | Butler | Yes | Pending
4 | Industrial Machinery Finance Corp. | November 1, 2021 | Lease — Rotary Die Cutter and Palletizer | Butler | No | N/A
5 | Pacific Western Equipment Finance | January 20, 2023 | Lease — Ward Flexo Printer-Slotter | Meadville | Yes | Pending
6 | First Keystone Leasing Co. | March 1, 2022 | Lease — Forklift Fleet (12 units) | Butler / Meadville | No | N/A
7–8 | Various | Various | Various equipment leases | Butler / Meadville | See notes | Various
No. | Counterparty | Agreement Date | Description | Expiration | Location | Consent Required | Consent Status
1 | International Paperworkers Union Local 814 | April 1, 2024 | Collective Bargaining Agreement covering approximately 185 hourly employees | March 31, 2027 | Butler | Union notification required; see Section 2.4 | Notification delivered
No. | Counterparty | Agreement Date | Description | Consent Required | Consent Status
1 | MidAtlantic Logistics Partners, LLC | February 1, 2023 | Transportation and Freight Services Agreement | No | N/A
2 | DataStream IT Solutions, Inc. | July 1, 2022 | Managed IT Services Agreement (ERP hosting and support) | Yes | Obtained
3 | Guardian Environmental Services Corp. | October 15, 2021 | Waste Management and Environmental Compliance Services Agreement | No | N/A
4 | Allegheny Maintenance & Engineering, LLC | May 1, 2022 | Facility Maintenance Services Agreement | No | N/A
5–7 | Various | Various | Various other contracts | See notes | Various
Status | Number of Contracts | Description
Consent Obtained | 8 | Counterparty consents received prior to or on the Closing Date
Consent Pending | 4 | Consents not yet obtained; subject to interim arrangements under Section 2.3
Total Requiring Consent | 12

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

RECITALS

ASSIGNOR:

ASSIGNEE:

SCHEDULE A

ASSUMED CONTRACTS

SCHEDULE B

ASSUMED LIABILITIES

Record

Parties

Dates

Amounts