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BILL OF SALE

Dated as of July 31, 2025

Executed and Delivered Pursuant to the Asset Purchase Agreement Dated as of June 15, 2025

by and between

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

and

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

BILL OF SALE

This BILL OF SALE (this "Bill of Sale") is made and entered into as of July 31, 2025 (the "Effective Date"), and is executed and delivered pursuant to that certain Asset Purchase Agreement, dated as of June 15, 2025 (as may be amended, supplemented, or otherwise modified from time to time, the "Agreement" or "APA"), by and between Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller" or "Grantor"), and Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer" or "Grantee").

RECITALS

WHEREAS, Seller and Buyer have entered into that certain Asset Purchase Agreement, dated as of June 15, 2025 (the "Agreement"), by and between Allegheny Valley Packaging, Inc., a Pennsylvania corporation, with its principal office located at 250 Industrial Boulevard, Butler, Pennsylvania 16001 ("Seller"), and Crestline Packaging Solutions LLC, an Ohio limited liability company, with its principal office located at 4100 Commerce Parkway, Suite 800, Akron, Ohio 44308 ("Buyer"), pursuant to which Seller has agreed to sell, convey, assign, transfer, and deliver to Buyer, and Buyer has agreed to purchase and acquire from Seller, substantially all of the assets of Seller constituting the Acquired Assets (as defined in the Agreement), for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to adjustment as set forth in the Agreement, including adjustments for working capital, indebtedness, and transaction expenses as more particularly described therein; and

WHEREAS, this Bill of Sale is being executed and delivered by Seller to Buyer on the date hereof pursuant to Section 3.2(a)(ii) of the Agreement in order to effect the transfer, conveyance, and assignment of the Seller's right, title, and interest in and to the tangible personal property included in the Acquired Assets as contemplated by the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, Seller hereby agrees as follows:

SECTION 1 — TRANSFER AND CONVEYANCE OF TANGIBLE PERSONAL PROPERTY

1.1 Grant and Conveyance. Effective as of the Effective Date and subject to the terms and conditions of the Agreement, Seller hereby sells, conveys, assigns, transfers, and delivers to Buyer, and Buyer's successors and assigns, all of Seller's right, title, and interest in, to, and under all tangible personal property constituting part of the Acquired Assets (as defined in the Agreement), free and clear of all Encumbrances (as defined in the Agreement) other than Permitted Encumbrances (as defined in the Agreement). The tangible personal property conveyed hereunder includes, without limitation, the categories of assets described in Section 1.2 of this Bill of Sale (collectively, the "Transferred Tangible Personal Property").

1.2 Description of Transferred Tangible Personal Property. The Transferred Tangible Personal Property includes, without limitation, the following categories of assets:

(a) Machinery and Equipment. All machinery, equipment, tools, dies, molds, jigs, fixtures, patterns, gauges, and other items of tangible personal property owned by Seller and used in or held for use in connection with the Business (as defined in the Agreement), together with all related parts, accessories, attachments, components, spare parts, and appurtenances thereto, including without limitation all machinery and equipment located at:

(i) the Seller's Butler facility located at 250 Industrial Boulevard, Butler, Pennsylvania 16001, consisting of approximately 285,000 square feet of manufacturing and warehouse space situated on approximately 22.5 acres (the "Butler Facility"); and

(ii) the Seller's Meadville facility located at 1480 Conneaut Lake Road, Meadville, Pennsylvania 16335, consisting of approximately 110,000 square feet of manufacturing and warehouse space situated on approximately 8.2 acres (the "Meadville Facility");

including, without limitation, all corrugators (including wet-end and dry-end sections), rotary die cutters, flatbed die cutters, flexographic printers (including both inline and standalone flexographic printing presses), folder/gluers, folding and gluing equipment, coating and laminating lines (including specialty chemical-resistant coating equipment and food-grade packaging lines certified for direct food contact applications), baling equipment, slitters, trimmers, stitchers, tapers, strapping machines, stretch wrappers, shrink wrap equipment, forklifts (both electric and propane-powered), conveyors, palletizers, automated stacking systems, quality control and inspection equipment, and all related parts, accessories, attachments, and appurtenances thereto.

(b) Inventory. All raw materials (including, without limitation, containerboard, linerboard, corrugating medium, kraft paper, specialty coatings, inks, adhesives, and other consumables), work-in-process, finished goods, packaging materials, supplies, spare parts, maintenance and repair supplies, and other inventories of the Business, wherever located, including at the Butler Facility and the Meadville Facility, and including any inventory in transit to or from such facilities as of the Effective Date.

(c) Furniture and Furnishings. All office furniture, furnishings, fixtures, and office equipment (including, without limitation, desks, chairs, conference tables, file cabinets, credenzas, modular workstations, computers, laptops, monitors, servers, networking equipment, routers, switches, printers, copiers, scanners, telecommunications equipment, telephone systems, and all related peripherals, cables, and accessories) owned by Seller and used in or held for use in connection with the Business at the Butler Facility and the Meadville Facility.

(d) Vehicles and Rolling Stock. All vehicles, trailers, trucks, tractors, vans, and rolling stock owned by Seller and used in or held for use in connection with the Business, together with all accessories, tools, and equipment associated therewith, including without limitation any vehicles or rolling stock titled or registered in the name of Seller and used for delivery, distribution, or other operational purposes in support of the Business.

(e) Other Tangible Personal Property. All other tangible personal property of every kind and description owned by Seller and used in or held for use in connection with the Business, including, without limitation, signage (interior and exterior), shelving, racking and storage systems, laboratory and testing equipment (including burst testers, edge crush testers, moisture meters, and compression testers), safety equipment (including fire suppression equipment, personal protective equipment, and first aid supplies), maintenance equipment, hand tools, power tools, cleaning equipment and supplies, break room equipment and furnishings, and all other tangible assets not otherwise specifically enumerated in this Section 1.2 that are included within the definition of Acquired Assets under the Agreement.

Specific listings of material items of machinery, equipment, and other tangible personal property constituting part of the Transferred Tangible Personal Property are set forth on Schedule 2.1(a) and Schedule 2.1(b) to the Agreement (the "Asset Schedules"), which Asset Schedules are incorporated herein by reference. For the avoidance of doubt, the foregoing descriptions and the Asset Schedules are intended to be illustrative and not exhaustive, and the Transferred Tangible Personal Property shall include all tangible personal property that constitutes Acquired Assets under the Agreement, whether or not specifically listed on the Asset Schedules.

1.3 Excluded Assets Clarification. Notwithstanding anything to the contrary contained herein, this Bill of Sale does not convey, and shall not be construed to convey, any of the Excluded Assets (as defined in the Agreement). For the avoidance of doubt, the Excluded Assets that are not conveyed by this Bill of Sale include, without limitation, the following:

(a) all cash, cash equivalents, bank accounts, certificates of deposit, money market accounts, and marketable securities of Seller;

(b) all Tax refunds, Tax credits, and rights to receive Tax refunds or Tax credits of Seller for any Pre-Closing Tax Period (as defined in the Agreement);

(c) all minute books, stock ledgers, corporate seals, certificates of formation, operating agreements, organizational documents, and other corporate and entity records of Seller;

(d) all insurance policies of Seller and all rights thereunder, including any claims, proceeds, or refunds arising from or relating to such policies;

(e) the corporate name "Allegheny Valley Packaging, Inc." and all rights therein, which is the subject of a separate transitional license granted to Buyer for a period of six (6) months following the Effective Date, as more particularly provided in Section 6.10 of the Agreement; and

(f) all other Excluded Assets as set forth in Section 2.2 of the Agreement.

For purposes of further clarification, the parties acknowledge and agree as follows:

(i) the real property comprising the Butler Facility and the Meadville Facility (including all buildings, structures, improvements, and fixtures affixed thereto that constitute real property under applicable law) is being conveyed separately by Special Warranty Deeds executed and delivered by Seller on the date hereof, and such real property is not conveyed by this Bill of Sale;

(ii) the Assumed Contracts (as defined in the Agreement) are being assigned and assumed separately pursuant to the Assignment and Assumption Agreement, dated as of the date hereof, between Seller and Buyer, and such contracts are not assigned by this Bill of Sale; and

(iii) all intangible assets, including without limitation all intellectual Property (as defined in the Agreement), goodwill, trademarks, service marks, trade names (other than the corporate name described above), patents, copyrights, trade secrets, domain names, customer lists, and other intangible property, are being conveyed separately pursuant to the intellectual Property Assignment Agreement, dated as of the date hereof, between Seller and Buyer, and such intangible assets are not conveyed by this Bill of Sale.

SECTION 2 — TERMS OF CONVEYANCE

2.1 "As Is, Where Is" / Condition of Assets. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THE AGREEMENT (AND SUBJECT TO THE LIMITATIONS, QUALIFICATIONS, EXCEPTIONS, SCHEDULES, AND SURVIVAL PERIODS SET FORTH THEREIN, INCLUDING WITHOUT LIMITATION THE LIMITATIONS SET FORTH IN ARTICLE VIII OF THE AGREEMENT), THE TRANSFERRED TANGIBLE PERSONAL PROPERTY IS SOLD, CONVEYED, AND TRANSFERRED HEREUNDER "AS IS, WHERE IS" AND "WITH ALL FAULTS," AND SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE TRANSFERRED TANGIBLE PERSONAL PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (EXCEPT AS EXPRESSLY WARRANTED IN THE AGREEMENT), CONDITION, QUALITY, DURABILITY, SUITABILITY, OPERABILITY, OR ABSENCE OF LATENT OR PATENT DEFECTS, WHETHER ARISING BY OPERATION OF LAW, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, BY USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER. Without limiting the foregoing, the disclaimer set forth in this Section 2.1 is in addition to, and not in limitation of, any disclaimers or limitations on warranties set forth in the Agreement.

2.2 Subject to the Agreement. This Bill of Sale is delivered pursuant to and is subject in all respects to the terms and conditions of the Agreement. In the event of any conflict, inconsistency, or ambiguity between the terms, conditions, or provisions of this Bill of Sale and the terms, conditions, or provisions of the Agreement, the terms, conditions, and provisions of the Agreement shall govern, control, and prevail in all respects. Nothing in this Bill of Sale shall be deemed to enlarge, modify, limit, or supersede any of the representations, warranties, covenants, agreements, indemnification obligations, conditions, or other terms or conditions of the Agreement. Without limiting the generality of the foregoing, neither the execution nor delivery of this Bill of Sale shall affect, expand, limit, or modify Seller's or Buyer's respective rights, obligations, or remedies under the Agreement, including without limitation the indemnification provisions set forth in Article VIII of the Agreement or the survival periods applicable to the representations and warranties set forth therein.

2.3 Free and Clear of Encumbrances. The conveyance of the Transferred Tangible Personal Property made hereby is made free and clear of all Encumbrances (as defined in the Agreement), other than Permitted Encumbrances (as defined in the Agreement). Seller hereby confirms that, as of the Effective Date and in accordance with the covenants and obligations set forth in the Agreement, all Encumbrances on the Transferred Tangible Personal Property (other than Permitted Encumbrances) have been released and discharged in full, including without limitation all liens, security interests, pledges, and encumbrances arising under or in connection with the Seller's credit facilities with Tarrant Savings Bank, as agent, which have been released and terminated as of or prior to the Effective Date in accordance with Section 7.2(f) of the Agreement.

SECTION 3 — FURTHER ASSURANCES

Seller covenants and agrees that, at any time and from time to time after the date hereof, at the reasonable request of Buyer and at no additional cost or expense to Buyer (other than reasonable and documented out-of-pocket expenses of Seller incurred in connection therewith, which reasonable out-of-pocket expenses shall be promptly reimbursed by Buyer upon receipt of reasonable supporting documentation), Seller shall do, execute, acknowledge, and deliver, or shall cause to be done, executed, acknowledged, and delivered, all such further acts, deeds, instruments, documents, assignments, transfers, conveyances, powers of attorney, and assurances, and shall take or cause to be taken all such further actions, as may be reasonably necessary or desirable to more effectively sell, convey, transfer, assign, and deliver to Buyer, and to vest in Buyer good and valid title to, and to confirm Buyer's title in and to, any and all of the Transferred Tangible Personal Property conveyed or intended to be conveyed by this Bill of Sale, or to otherwise carry out the purposes and intent of this Bill of Sale and the Agreement. The obligations set forth in this Section 3 shall survive the execution and delivery of this Bill of Sale and shall be subject to the limitations set forth in Section 6.6 of the Agreement.

SECTION 4 — SUCCESSORS AND ASSIGNS

This Bill of Sale 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. No party may assign its rights or delegate its obligations under this Bill of Sale except in accordance with, and subject to, the terms and conditions governing assignment set forth in the Agreement.

SECTION 5 — GOVERNING LAW

This Bill of Sale shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of laws provision, rule, or principle (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, and as more particularly set forth in, the governing law provision contained in Section 10.8 of the Agreement.

SECTION 6 — COUNTERPARTS

This Bill of Sale may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which when executed shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Bill of Sale by facsimile transmission or by electronic transmission in portable document format (.pdf) or any other electronic format shall be effective as delivery of a manually executed counterpart of this Bill of Sale.

SECTION 7 — AMENDMENT

This Bill of Sale may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Seller and Buyer, and any purported amendment, modification, supplement, restatement, or waiver that is not so executed shall be null and void and of no force or effect.

[Signature Page Follows]

SIGNATURE PAGE TO BILL OF SALE

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed and delivered as of the date first written above.

SELLER / GRANTOR:

ALLEGHENY VALLEY PACKAGING, INC. a Pennsylvania corporation

By: ________

Name: Gerald W. Horvath

Title: President

Date: July 31, 2025

ACKNOWLEDGED AND ACCEPTED BY:

BUYER / GRANTEE:

CRESTLINE PACKAGING SOLUTIONS LLC an Ohio limited liability company

By: ________

Name: Thomas R. Garner

Title: Chief Executive Officer

Date: July 31, 2025

SCHEDULE A

DESCRIPTION OF MATERIAL MACHINERY AND EQUIPMENT

The material items of machinery, equipment, and other tangible personal property constituting part of the Transferred Tangible Personal Property are listed and described in the following Schedules to the Agreement, which Schedules are incorporated herein by reference as though fully set forth herein:

Butler Facility (250 Industrial Boulevard, Butler, Pennsylvania 16001):

See Schedule 2.1(a) to the Agreement for a detailed listing of all material items of Transferred Tangible Personal Property located at or associated with the Butler Facility, including corrugators, rotary die cutters, flexographic printers, folder/gluers, coating and laminating lines (including specialty chemical-resistant coating equipment and food-grade packaging lines), forklifts, conveyors, palletizers, vehicles, and other machinery and equipment.

Meadville Facility (1480 Conneaut Lake Road, Meadville, Pennsylvania 16335):

See Schedule 2.1(b) to the Agreement for a detailed listing of all material items of Transferred Tangible Personal Property located at or associated with the Meadville Facility, including rotary die cutters, flexographic printers, folder/gluers, specialty converting equipment, forklifts, conveyors, palletizers, vehicles, and other machinery and equipment.

For the avoidance of doubt, the foregoing cross-references and descriptions are provided for convenience and reference purposes only and shall not be construed to limit the scope of the Transferred Tangible Personal Property conveyed by this Bill of Sale, which shall include all tangible personal property constituting Acquired Assets under the Agreement, whether or not specifically identified on Schedule 2.1(a) or Schedule 2.1(b) to the Agreement.

This Bill of Sale has been prepared in connection with the closing of the transactions contemplated by the Asset Purchase Agreement dated as of June 15, 2025, between Allegheny Valley Packaging, Inc. and Crestline Packaging Solutions LLC. In the event of any conflict between this Bill of Sale and the Agreement, the Agreement shall control.

BILL OF SALE
Dated as of July 31, 2025
Executed and Delivered Pursuant to the Asset Purchase Agreement Dated as of June 15, 2025
by and between
ALLEGHENY VALLEY PACKAGING, INC. a Pennsylvania corporation ("Seller" or "Grantor")
and
CRESTLINE PACKAGING SOLUTIONS LLC an Ohio limited liability company ("Buyer" or "Grantee")
BILL OF SALE
This BILL OF SALE (this "Bill of Sale") is made and entered into as of July 31, 2025 (the "Effective Date"), and is executed and delivered pursuant to that certain Asset Purchase Agreement, dated as of June 15, 2025 (as may be amended, supplemented, or otherwise modified from time to time, the "Agreement" or "APA"), by and between Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller" or "Grantor"), and Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer" or "Grantee").
RECITALS
WHEREAS, Seller and Buyer have entered into that certain Asset Purchase Agreement, dated as of June 15, 2025 (the "Agreement"), by and between Allegheny Valley Packaging, Inc., a Pennsylvania corporation, with its principal office located at 250 Industrial Boulevard, Butler, Pennsylvania 16001 ("Seller"), and Crestline Packaging Solutions LLC, an Ohio limited liability company, with its principal office located at 4100 Commerce Parkway, Suite 800, Akron, Ohio 44308 ("Buyer"), pursuant to which Seller has agreed to sell, convey, assign, transfer, and deliver to Buyer, and Buyer has agreed to purchase and acquire from Seller, substantially all of the assets of Seller constituting the Acquired Assets (as defined in the Agreement), for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to adjustment as set forth in the Agreement, including adjustments for working capital, indebtedness, and transaction expenses as more particularly described therein; and
WHEREAS, this Bill of Sale is being executed and delivered by Seller to Buyer on the date hereof pursuant to Section 3.2(a)(ii) of the Agreement in order to effect the transfer, conveyance, and assignment of the Seller's right, title, and interest in and to the tangible personal property included in the Acquired Assets as contemplated by the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, Seller hereby agrees as follows:
SECTION 1 — TRANSFER AND CONVEYANCE OF TANGIBLE PERSONAL PROPERTY
1.1 Grant and Conveyance. Effective as of the Effective Date and subject to the terms and conditions of the Agreement, Seller hereby sells, conveys, assigns, transfers, and delivers to Buyer, and Buyer's successors and assigns, all of Seller's right, title, and interest in, to, and under all tangible personal property constituting part of the Acquired Assets (as defined in the Agreement), free and clear of all Encumbrances (as defined in the Agreement) other than Permitted Encumbrances (as defined in the Agreement). The tangible personal property conveyed hereunder includes, without limitation, the categories of assets described in Section 1.2 of this Bill of Sale (collectively, the "Transferred Tangible Personal Property").
1.2 Description of Transferred Tangible Personal Property. The Transferred Tangible Personal Property includes, without limitation, the following categories of assets:
(a) Machinery and Equipment. All machinery, equipment, tools, dies, molds, jigs, fixtures, patterns, gauges, and other items of tangible personal property owned by Seller and used in or held for use in connection with the Business (as defined in the Agreement), together with all related parts, accessories, attachments, components, spare parts, and appurtenances thereto, including without limitation all machinery and equipment located at:
(i) the Seller's Butler facility located at 250 Industrial Boulevard, Butler, Pennsylvania 16001, consisting of approximately 285,000 square feet of manufacturing and warehouse space situated on approximately 22.5 acres (the "Butler Facility"); and
(ii) the Seller's Meadville facility located at 1480 Conneaut Lake Road, Meadville, Pennsylvania 16335, consisting of approximately 110,000 square feet of manufacturing and warehouse space situated on approximately 8.2 acres (the "Meadville Facility");
including, without limitation, all corrugators (including wet-end and dry-end sections), rotary die cutters, flatbed die cutters, flexographic printers (including both inline and standalone flexographic printing presses), folder/gluers, folding and gluing equipment, coating and laminating lines (including specialty chemical-resistant coating equipment and food-grade packaging lines certified for direct food contact applications), baling equipment, slitters, trimmers, stitchers, tapers, strapping machines, stretch wrappers, shrink wrap equipment, forklifts (both electric and propane-powered), conveyors, palletizers, automated stacking systems, quality control and inspection equipment, and all related parts, accessories, attachments, and appurtenances thereto.
(b) Inventory. All raw materials (including, without limitation, containerboard, linerboard, corrugating medium, kraft paper, specialty coatings, inks, adhesives, and other consumables), work-in-process, finished goods, packaging materials, supplies, spare parts, maintenance and repair supplies, and other inventories of the Business, wherever located, including at the Butler Facility and the Meadville Facility, and including any inventory in transit to or from such facilities as of the Effective Date.
(c) Furniture and Furnishings. All office furniture, furnishings, fixtures, and office equipment (including, without limitation, desks, chairs, conference tables, file cabinets, credenzas, modular workstations, computers, laptops, monitors, servers, networking equipment, routers, switches, printers, copiers, scanners, telecommunications equipment, telephone systems, and all related peripherals, cables, and accessories) owned by Seller and used in or held for use in connection with the Business at the Butler Facility and the Meadville Facility.
(d) Vehicles and Rolling Stock. All vehicles, trailers, trucks, tractors, vans, and rolling stock owned by Seller and used in or held for use in connection with the Business, together with all accessories, tools, and equipment associated therewith, including without limitation any vehicles or rolling stock titled or registered in the name of Seller and used for delivery, distribution, or other operational purposes in support of the Business.
(e) Other Tangible Personal Property. All other tangible personal property of every kind and description owned by Seller and used in or held for use in connection with the Business, including, without limitation, signage (interior and exterior), shelving, racking and storage systems, laboratory and testing equipment (including burst testers, edge crush testers, moisture meters, and compression testers), safety equipment (including fire suppression equipment, personal protective equipment, and first aid supplies), maintenance equipment, hand tools, power tools, cleaning equipment and supplies, break room equipment and furnishings, and all other tangible assets not otherwise specifically enumerated in this Section 1.2 that are included within the definition of Acquired Assets under the Agreement.
Specific listings of material items of machinery, equipment, and other tangible personal property constituting part of the Transferred Tangible Personal Property are set forth on Schedule 2.1(a) and Schedule 2.1(b) to the Agreement (the "Asset Schedules"), which Asset Schedules are incorporated herein by reference. For the avoidance of doubt, the foregoing descriptions and the Asset Schedules are intended to be illustrative and not exhaustive, and the Transferred Tangible Personal Property shall include all tangible personal property that constitutes Acquired Assets under the Agreement, whether or not specifically listed on the Asset Schedules.
1.3 Excluded Assets Clarification. Notwithstanding anything to the contrary contained herein, this Bill of Sale does not convey, and shall not be construed to convey, any of the Excluded Assets (as defined in the Agreement). For the avoidance of doubt, the Excluded Assets that are not conveyed by this Bill of Sale include, without limitation, the following:
(a) all cash, cash equivalents, bank accounts, certificates of deposit, money market accounts, and marketable securities of Seller;
(b) all Tax refunds, Tax credits, and rights to receive Tax refunds or Tax credits of Seller for any Pre-Closing Tax Period (as defined in the Agreement);
(c) all minute books, stock ledgers, corporate seals, certificates of formation, operating agreements, organizational documents, and other corporate and entity records of Seller;
(d) all insurance policies of Seller and all rights thereunder, including any claims, proceeds, or refunds arising from or relating to such policies;
(e) the corporate name "Allegheny Valley Packaging, Inc." and all rights therein, which is the subject of a separate transitional license granted to Buyer for a period of six (6) months following the Effective Date, as more particularly provided in Section 6.10 of the Agreement; and
(f) all other Excluded Assets as set forth in Section 2.2 of the Agreement.
For purposes of further clarification, the parties acknowledge and agree as follows:
(i) the real property comprising the Butler Facility and the Meadville Facility (including all buildings, structures, improvements, and fixtures affixed thereto that constitute real property under applicable law) is being conveyed separately by Special Warranty Deeds executed and delivered by Seller on the date hereof, and such real property is not conveyed by this Bill of Sale;
(ii) the Assumed Contracts (as defined in the Agreement) are being assigned and assumed separately pursuant to the Assignment and Assumption Agreement, dated as of the date hereof, between Seller and Buyer, and such contracts are not assigned by this Bill of Sale; and
(iii) all intangible assets, including without limitation all intellectual Property (as defined in the Agreement), goodwill, trademarks, service marks, trade names (other than the corporate name described above), patents, copyrights, trade secrets, domain names, customer lists, and other intangible property, are being conveyed separately pursuant to the intellectual Property Assignment Agreement, dated as of the date hereof, between Seller and Buyer, and such intangible assets are not conveyed by this Bill of Sale.
SECTION 2 — TERMS OF CONVEYANCE
2.1 "As Is, Where Is" / Condition of Assets. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THE AGREEMENT (AND SUBJECT TO THE LIMITATIONS, QUALIFICATIONS, EXCEPTIONS, SCHEDULES, AND SURVIVAL PERIODS SET FORTH THEREIN, INCLUDING WITHOUT LIMITATION THE LIMITATIONS SET FORTH IN ARTICLE VIII OF THE AGREEMENT), THE TRANSFERRED TANGIBLE PERSONAL PROPERTY IS SOLD, CONVEYED, AND TRANSFERRED HEREUNDER "AS IS, WHERE IS" AND "WITH ALL FAULTS," AND SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE TRANSFERRED TANGIBLE PERSONAL PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (EXCEPT AS EXPRESSLY WARRANTED IN THE AGREEMENT), CONDITION, QUALITY, DURABILITY, SUITABILITY, OPERABILITY, OR ABSENCE OF LATENT OR PATENT DEFECTS, WHETHER ARISING BY OPERATION OF LAW, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, BY USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER. Without limiting the foregoing, the disclaimer set forth in this Section 2.1 is in addition to, and not in limitation of, any disclaimers or limitations on warranties set forth in the Agreement.
2.2 Subject to the Agreement. This Bill of Sale is delivered pursuant to and is subject in all respects to the terms and conditions of the Agreement. In the event of any conflict, inconsistency, or ambiguity between the terms, conditions, or provisions of this Bill of Sale and the terms, conditions, or provisions of the Agreement, the terms, conditions, and provisions of the Agreement shall govern, control, and prevail in all respects. Nothing in this Bill of Sale shall be deemed to enlarge, modify, limit, or supersede any of the representations, warranties, covenants, agreements, indemnification obligations, conditions, or other terms or conditions of the Agreement. Without limiting the generality of the foregoing, neither the execution nor delivery of this Bill of Sale shall affect, expand, limit, or modify Seller's or Buyer's respective rights, obligations, or remedies under the Agreement, including without limitation the indemnification provisions set forth in Article VIII of the Agreement or the survival periods applicable to the representations and warranties set forth therein.
2.3 Free and Clear of Encumbrances. The conveyance of the Transferred Tangible Personal Property made hereby is made free and clear of all Encumbrances (as defined in the Agreement), other than Permitted Encumbrances (as defined in the Agreement). Seller hereby confirms that, as of the Effective Date and in accordance with the covenants and obligations set forth in the Agreement, all Encumbrances on the Transferred Tangible Personal Property (other than Permitted Encumbrances) have been released and discharged in full, including without limitation all liens, security interests, pledges, and encumbrances arising under or in connection with the Seller's credit facilities with Tarrant Savings Bank, as agent, which have been released and terminated as of or prior to the Effective Date in accordance with Section 7.2(f) of the Agreement.
SECTION 3 — FURTHER ASSURANCES
Seller covenants and agrees that, at any time and from time to time after the date hereof, at the reasonable request of Buyer and at no additional cost or expense to Buyer (other than reasonable and documented out-of-pocket expenses of Seller incurred in connection therewith, which reasonable out-of-pocket expenses shall be promptly reimbursed by Buyer upon receipt of reasonable supporting documentation), Seller shall do, execute, acknowledge, and deliver, or shall cause to be done, executed, acknowledged, and delivered, all such further acts, deeds, instruments, documents, assignments, transfers, conveyances, powers of attorney, and assurances, and shall take or cause to be taken all such further actions, as may be reasonably necessary or desirable to more effectively sell, convey, transfer, assign, and deliver to Buyer, and to vest in Buyer good and valid title to, and to confirm Buyer's title in and to, any and all of the Transferred Tangible Personal Property conveyed or intended to be conveyed by this Bill of Sale, or to otherwise carry out the purposes and intent of this Bill of Sale and the Agreement. The obligations set forth in this Section 3 shall survive the execution and delivery of this Bill of Sale and shall be subject to the limitations set forth in Section 6.6 of the Agreement.
SECTION 4 — SUCCESSORS AND ASSIGNS
This Bill of Sale 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. No party may assign its rights or delegate its obligations under this Bill of Sale except in accordance with, and subject to, the terms and conditions governing assignment set forth in the Agreement.
SECTION 5 — GOVERNING LAW
This Bill of Sale shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of laws provision, rule, or principle (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, and as more particularly set forth in, the governing law provision contained in Section 10.8 of the Agreement.
SECTION 6 — COUNTERPARTS
This Bill of Sale may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which when executed shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Bill of Sale by facsimile transmission or by electronic transmission in portable document format (.pdf) or any other electronic format shall be effective as delivery of a manually executed counterpart of this Bill of Sale.
SECTION 7 — AMENDMENT
This Bill of Sale may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by both Seller and Buyer, and any purported amendment, modification, supplement, restatement, or waiver that is not so executed shall be null and void and of no force or effect.
[Signature Page Follows]
SIGNATURE PAGE TO BILL OF SALE
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed and delivered as of the date first written above.
SELLER / GRANTOR:
ALLEGHENY VALLEY PACKAGING, INC. a Pennsylvania corporation
By: ________
Name: Gerald W. Horvath
Title: President
Date: July 31, 2025
ACKNOWLEDGED AND ACCEPTED BY:
BUYER / GRANTEE:
CRESTLINE PACKAGING SOLUTIONS LLC an Ohio limited liability company
By: ________
Name: Thomas R. Garner
Title: Chief Executive Officer
Date: July 31, 2025
SCHEDULE A
DESCRIPTION OF MATERIAL MACHINERY AND EQUIPMENT
The material items of machinery, equipment, and other tangible personal property constituting part of the Transferred Tangible Personal Property are listed and described in the following Schedules to the Agreement, which Schedules are incorporated herein by reference as though fully set forth herein:
Butler Facility (250 Industrial Boulevard, Butler, Pennsylvania 16001):
See Schedule 2.1(a) to the Agreement for a detailed listing of all material items of Transferred Tangible Personal Property located at or associated with the Butler Facility, including corrugators, rotary die cutters, flexographic printers, folder/gluers, coating and laminating lines (including specialty chemical-resistant coating equipment and food-grade packaging lines), forklifts, conveyors, palletizers, vehicles, and other machinery and equipment.
Meadville Facility (1480 Conneaut Lake Road, Meadville, Pennsylvania 16335):
See Schedule 2.1(b) to the Agreement for a detailed listing of all material items of Transferred Tangible Personal Property located at or associated with the Meadville Facility, including rotary die cutters, flexographic printers, folder/gluers, specialty converting equipment, forklifts, conveyors, palletizers, vehicles, and other machinery and equipment.
For the avoidance of doubt, the foregoing cross-references and descriptions are provided for convenience and reference purposes only and shall not be construed to limit the scope of the Transferred Tangible Personal Property conveyed by this Bill of Sale, which shall include all tangible personal property constituting Acquired Assets under the Agreement, whether or not specifically identified on Schedule 2.1(a) or Schedule 2.1(b) to the Agreement.
This Bill of Sale has been prepared in connection with the closing of the transactions contemplated by the Asset Purchase Agreement dated as of June 15, 2025, between Allegheny Valley Packaging, Inc. and Crestline Packaging Solutions LLC. In the event of any conflict between this Bill of Sale and the Agreement, the Agreement shall control.

BILL OF SALE

BILL OF SALE

RECITALS

SIGNATURE PAGE TO BILL OF SALE

SELLER / GRANTOR:

ACKNOWLEDGED AND ACCEPTED BY:

BUYER / GRANTEE:

SCHEDULE A

DESCRIPTION OF MATERIAL MACHINERY AND EQUIPMENT

Record

Parties

Dates

Amounts