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RIDGEWAY CAPITAL PARTNERS FUND III, LP 277 Park Avenue, 38th Floor New York, NY 10172

April 22, 2025

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

Attention: Thomas R. Garner, Chief Executive Officer

Sandra K. Liu, General Counsel

With a copy to:

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

Attention: Harrison Wexford

Re: Equity Commitment in Connection with the Asset Purchase of Substantially All Assets of Allegheny Valley Packaging, Inc.

Ladies and Gentlemen:

This equity commitment letter (this "Equity Commitment Letter" or this "Letter") sets forth the commitment of Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership ("Sponsor" or "Investor"), to contribute equity capital to Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer" or "CPS"), in connection with Buyer's proposed acquisition of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller" or "AVP"), on the terms and subject to the conditions set forth herein.

1. Commitment

Sponsor hereby irrevocably commits, subject to the terms and conditions set forth in this Letter, to contribute to Buyer cash in the aggregate amount of Fifty Million Dollars ($50,000,000) (the "Equity Commitment") to fund a portion of the aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) (the "Purchase Price") payable by Buyer in connection with Buyer's acquisition of substantially all of the assets of Seller, pursuant to that certain Asset Purchase Agreement to be entered into by and between Buyer and Seller (as it may be amended, modified, supplemented, or restated from time to time in accordance with its terms and with the prior written consent of Sponsor to the extent such consent is required hereunder, the "Acquisition Agreement"). The transactions contemplated by the Acquisition Agreement are referred to herein as the "Acquisition."

The Equity Commitment shall be funded by wire transfer of immediately available funds to a bank account designated by Buyer in writing to Sponsor not less than three (3) business days prior to the anticipated Closing Date (as defined in the Acquisition Agreement). Sponsor shall fund the full amount of the Equity Commitment on or prior to the Closing Date, subject to the satisfaction or waiver of the conditions set forth in Section 3 below.

The remaining portion of the Purchase Price, in the amount of One Hundred Thirty Million Dollars ($130,000,000) (the "Debt Financing"), is expected to be funded through an incremental term loan under Buyer's existing credit facility with Pinnacle National Bank, N.A., as Administrative Agent (the "Administrative Agent"), pursuant to Amendment No. 3 to the Credit Agreement dated as of November 15, 2021, among Buyer, the lenders party thereto, and the Administrative Agent (the "Credit Agreement," and such amendment, the "Credit Agreement Amendment"). Nothing in this Letter shall be construed to impose upon Sponsor any obligation to fund or guarantee any portion of the Debt Financing or to provide any credit support in connection therewith, except as may be separately agreed in writing by Sponsor.

2. Purpose

The Equity Commitment shall be used by Buyer solely to fund the following:

(a) a portion of the Purchase Price payable to Seller under the Acquisition Agreement at the closing of the Acquisition;

(b) related transaction costs, fees, and expenses incurred by Buyer in connection with the transactions contemplated by the Acquisition Agreement, including without limitation, legal fees, accounting fees, advisory fees, filing fees, transfer taxes, title and survey costs, environmental assessment costs, and other customary closing costs and expenses; and

(c) any working capital adjustment amounts owed by Buyer to Seller pursuant to the post-closing adjustment provisions of the Acquisition Agreement, to the extent such amounts become due and payable following the Closing Date.

The Equity Commitment may not be used by Buyer for any other purpose whatsoever without the prior written consent of Sponsor in its sole and absolute discretion. Buyer shall promptly return to Sponsor any portion of the Equity Commitment that is not required for the purposes specified in clauses (a) through (c) above, net of any amounts reasonably reserved for anticipated post-closing adjustment obligations.

3. Conditions to Funding

The obligation of Sponsor to fund the Equity Commitment hereunder is subject to the satisfaction (or waiver by Sponsor in its sole discretion) of each of the following conditions precedent:

(a) Execution of Acquisition Agreement. The Acquisition Agreement shall have been duly executed and delivered by each of Buyer and Seller, and shall be in full force and effect, in form and substance reasonably satisfactory to Sponsor, and no amendment, modification, supplement, or waiver of any provision of the Acquisition Agreement that is material to Sponsor shall have been made without the prior written consent of Sponsor.

(b) Satisfaction of Buyer's Closing Conditions. All conditions precedent to Buyer's obligation to consummate the closing under the Acquisition Agreement shall have been satisfied or waived in accordance with the terms of the Acquisition Agreement (other than those conditions that by their nature are to be satisfied at the closing, including without limitation the delivery of closing certificates, officer's certificates, and similar deliverables, provided that such conditions are reasonably expected to be satisfied at the closing).

(c) Contemporaneous Closing. The closing under the Acquisition Agreement shall occur substantially contemporaneously with the funding of the Equity Commitment by Sponsor. For purposes of this clause (c), "substantially contemporaneously" shall mean that the funding of the Equity Commitment and the consummation of the closing shall occur on the same business day, with funding to occur no earlier than one (1) business day prior to the Closing Date.

(d) Debt Financing. The incremental term loan in the aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) under the Credit Agreement Amendment with Pinnacle National Bank, N.A., as Administrative Agent, shall be funded (or shall be funded substantially simultaneously with the Equity Commitment) on the Closing Date, and all conditions precedent to such funding under the Credit Agreement Amendment shall have been satisfied or waived. For the avoidance of doubt, the failure of the Debt Financing to be available or funded shall excuse Sponsor's obligation to fund the Equity Commitment hereunder.

(e) No Restraining Orders. No order, injunction, decree, judgment, ruling, or similar directive of any court of competent jurisdiction or any governmental authority, regulatory body, or agency shall be in effect that prohibits, enjoins, restrains, or otherwise prevents the consummation of the transactions contemplated by the Acquisition Agreement or the funding of the Equity Commitment.

(f) Accuracy of Seller's Representations. The representations and warranties of Seller set forth in the Acquisition Agreement shall be true and correct as of the date of the Acquisition Agreement and as of the Closing Date (or, with respect to representations and warranties that address matters only as of a particular date, as of such date) to the extent required by the Acquisition Agreement for the closing conditions set forth therein to be satisfied, giving effect to any applicable materiality, Material Adverse Effect (as defined in the Acquisition Agreement), or similar qualifiers contained therein.

(g) Seller's Performance of Covenants. Seller shall have performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by Seller under the Acquisition Agreement at or prior to the closing, to the extent required for the closing conditions set forth in the Acquisition Agreement to be satisfied.

For the avoidance of doubt, Sponsor shall not be required to fund the Equity Commitment unless and until each of the foregoing conditions has been satisfied or waived by Sponsor, and the determination of whether any condition has been satisfied shall be made by Sponsor acting reasonably and in good faith.

4. Term and Expiration

This Equity Commitment Letter shall become effective as of the date first written above and shall terminate and be of no further force or effect upon the earliest to occur of the following:

(a) the funding of the Equity Commitment in full in accordance with the terms of this Letter;

(b) the consummation of the closing under the Acquisition Agreement without the funding of the Equity Commitment being required (whether because the Purchase Price has been reduced, alternative financing has been obtained with the prior written consent of Sponsor, or otherwise);

(c) the valid termination of the Acquisition Agreement in accordance with its terms, whether by mutual agreement of Buyer and Seller, the exercise of a termination right by either party thereto, or the occurrence of any other termination event specified therein;

(d) September 30, 2025 (the "Outside Date"), if the closing under the Acquisition Agreement shall not have occurred on or before such date, regardless of the reason for such non-occurrence and regardless of whether the Acquisition Agreement remains in effect after such date; or

(e) the mutual written agreement of Sponsor and Buyer to terminate this Letter, executed by a duly authorized representative of each party.

Upon termination of this Letter in accordance with the foregoing provisions, Sponsor shall have no further obligations or liabilities hereunder, and Buyer shall have no further rights or remedies against Sponsor under or in connection with this Letter, except with respect to (i) the provisions of Sections 6, 9, 10, and 12, which shall survive any termination of this Letter, and (ii) any claim for breach of this Letter arising prior to such termination, subject in all cases to the limitations set forth herein.

5. No Modification

This Equity Commitment Letter may not be amended, modified, supplemented, restated, or waived, in whole or in part, except by a written instrument duly executed and delivered by each of Sponsor and Buyer. No course of dealing between the parties, no delay or failure on the part of either party in exercising any right, power, or privilege hereunder, and no single or partial exercise of any right, power, or privilege hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

No assignment of this Letter or the rights or obligations hereunder by Buyer shall be permitted without the prior written consent of Sponsor, which consent may be withheld in Sponsor's sole and absolute discretion. Any purported assignment by Buyer in violation of this Section 5 shall be null and void and of no force or effect.

Sponsor may assign its obligations hereunder, in whole or in part, to any affiliated fund, parallel fund, alternative investment vehicle, or co-investment vehicle managed or controlled, directly or indirectly, by Ridgeway Capital GP III LLC, a Delaware limited liability company (the "General Partner"), without the consent of Buyer; provided, however, that no such assignment shall relieve Sponsor of its obligations hereunder, and Sponsor shall remain jointly and severally liable with any such assignee for the full and timely performance of the obligations assigned. Sponsor shall provide written notice to Buyer of any such assignment within five (5) business days following the effectiveness thereof.

6. Nature of Obligations; No Third-Party Beneficiaries

The obligations of Sponsor under this Equity Commitment Letter are solely contractual in nature and shall be enforceable solely in accordance with the terms and conditions set forth herein. Nothing contained in this Letter shall be deemed to create a fiduciary relationship, partnership, joint venture, or agency relationship between Sponsor and Buyer.

Sponsor shall not be required to contribute, and Buyer shall not have the right to demand or receive from Sponsor, any amount in excess of the Equity Commitment of Fifty Million Dollars ($50,000,000). Under no circumstances shall Sponsor be liable to Buyer or any other person for consequential, punitive, special, indirect, or exemplary damages in connection with this Letter or the transactions contemplated hereby.

This Letter is not intended to, and does not, confer upon any person or entity other than Buyer any rights, benefits, or remedies of any nature whatsoever under or by reason of this Letter; provided, however, that Seller shall be an express third-party beneficiary of this Letter solely to the extent set forth in that certain Limited Guarantee of even date herewith delivered by Sponsor in favor of Seller in connection with the Acquisition Agreement (the "Limited Guarantee"), and solely with respect to and to the extent of the rights expressly granted to Seller thereunder.

The Equity Commitment constitutes an obligation of Sponsor solely to Buyer, and does not constitute, and shall not be construed to constitute, an obligation of (i) any of Sponsor's limited partners, (ii) the General Partner, (iii) any managing partner of Sponsor, including without limitation Julian C. Adler or Francesca DiNardo, (iv) any officer, director, member, manager, employee, agent, advisor, or representative of Sponsor or the General Partner, or (v) any affiliate of Sponsor (other than Sponsor itself), in any case in their respective individual or personal capacities.

No recourse shall be had against any partner (whether limited or general), member, manager, officer, director, employee, agent, advisor, or representative of Sponsor or any of its direct or indirect affiliates, or any of their respective successors, assigns, heirs, or personal representatives, other than against Sponsor itself as expressly provided in this Letter. This Section 6 shall survive any termination of this Letter.

7. Representations of Sponsor

Sponsor hereby represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows:

(a) Organization and Good Standing. Sponsor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite organizational power and authority to own its properties and assets and to carry on its business as presently conducted.

(b) Power and Authority. Sponsor has all requisite limited partnership power and authority to execute, deliver, and perform this Equity Commitment Letter and to consummate the transactions contemplated hereby. Sponsor has all requisite limited partnership power and authority to fund the Equity Commitment in accordance with the terms hereof.

(c) Due Authorization. The execution, delivery, and performance of this Equity Commitment Letter by Sponsor, and the consummation by Sponsor of the transactions contemplated hereby, have been duly and validly authorized by all necessary limited partnership action on the part of Sponsor, including any and all requisite approvals by Ridgeway Capital GP III LLC, as general partner of Sponsor, and by the investment committee, advisory committee, or other governing body of Sponsor or the General Partner to the extent such approval is required under Sponsor's governing documents. No further limited partnership or other organizational action on the part of Sponsor is necessary to authorize the execution, delivery, and performance of this Letter or the funding of the Equity Commitment.

(d) Enforceability. This Equity Commitment Letter constitutes a legal, valid, and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws of general applicability affecting or relating to the enforcement of creditors' rights generally, and (ii) general principles of equity, whether considered in a proceeding at law or in equity (including concepts of materiality, reasonableness, good faith, and fair dealing, and the availability of specific performance, injunctive relief, and other equitable remedies) (collectively, the "Enforceability Exceptions").

(e) Sufficiency of Funds. Sponsor has, as of the date hereof, and at the time of funding of the Equity Commitment will have, uncalled capital commitments from its limited partners, available cash on hand, or other sources of immediately available funds (or any combination thereof) sufficient to fund the Equity Commitment in full in accordance with the terms hereof, and Sponsor has no reason to believe that any such uncalled capital commitments will not be honored when called or that any such funds will not be available at the time required for funding hereunder.

8. Relationship to Limited Guarantee

Reference is hereby made to that certain Limited Guarantee of even date herewith, executed and delivered by Sponsor in favor of Seller, pursuant to which Sponsor has guaranteed certain payment and performance obligations of Buyer under and in connection with the Acquisition Agreement, subject to the terms, conditions, and limitations set forth therein (the "Limited Guarantee").

Nothing in this Equity Commitment Letter shall limit, modify, amend, diminish, or otherwise affect Sponsor's obligations, liabilities, or commitments under the Limited Guarantee, and nothing in the Limited Guarantee shall limit, modify, amend, diminish, or otherwise affect Sponsor's obligations, liabilities, or commitments under this Equity Commitment Letter. Each of this Letter and the Limited Guarantee shall be construed and enforced independently of the other, and the rights and remedies of the respective beneficiaries thereunder shall be cumulative and not exclusive of any other rights or remedies available at law or in equity.

For the avoidance of doubt, notwithstanding anything to the contrary contained in this Letter or the Limited Guarantee, Sponsor's aggregate liability under this Equity Commitment Letter, when taken together with Sponsor's aggregate liability under the Limited Guarantee, shall not exceed, in the aggregate, the Equity Commitment amount of Fifty Million Dollars ($50,000,000). Any amounts funded by Sponsor pursuant to the Equity Commitment shall reduce, on a dollar-for-dollar basis, the maximum aggregate liability of Sponsor under the Limited Guarantee, and any amounts paid by Sponsor pursuant to the Limited Guarantee shall reduce, on a dollar-for-dollar basis, the maximum aggregate amount of the Equity Commitment required to be funded hereunder.

9. Governing Law; Jurisdiction

This Equity Commitment Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws rules or principles thereof (whether under the common law, any statute, rule, regulation, or otherwise) that would result in the application of the laws of any other jurisdiction. All references to "the State of New York" in this Section 9 shall be deemed to include the federal laws of the United States of America as applied in the State of New York.

Any action, suit, proceeding, claim, or dispute arising out of or in connection with this Equity Commitment Letter or the transactions contemplated hereby, or relating to the enforcement, interpretation, breach, validity, or invalidity of this Letter or any provision hereof, shall be brought and adjudicated exclusively in the federal courts of the United States of America sitting in the Southern District of New York or the state courts of the State of New York sitting in the County of New York, Borough of Manhattan (collectively, the "Chosen Courts"). Each of Sponsor and Buyer hereby irrevocably and unconditionally (a) submits to the exclusive personal jurisdiction of the Chosen Courts, (b) waives any objection that it may now or hereafter have to the laying of venue in any of the Chosen Courts, and (c) waives any claim or defense that any of the Chosen Courts constitutes an inconvenient forum or lacks jurisdiction over the subject matter hereof or the parties hereto. Each party agrees that service of process in any such action may be made by delivery of such process in accordance with the notice provisions applicable to the parties.

10. Waiver of Jury Trial

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS EQUITY COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS EQUITY COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 10.

11. Counterparts; Delivery

This Equity Commitment Letter may be executed in any number of counterparts (including by means of telecopied, facsimile, or portable document format (.pdf) signature pages), each of which when so executed and delivered 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 to this Letter by electronic mail in portable document format (.pdf), by facsimile, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be effective as delivery of a manually executed original counterpart thereof. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to this Letter shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act.

12. Entire Agreement

This Equity Commitment Letter, together with the Limited Guarantee and the Acquisition Agreement (including all schedules, exhibits, annexes, and disclosure letters thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, discussions, term sheets, letters of intent, memoranda of understanding, and other communications, whether written or oral, between the parties with respect to the subject matter of this Letter. No prior drafts of this Letter shall be used as evidence of the intent of the parties in interpreting any provision hereof.

[Remainder of This Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, Sponsor has caused this Equity Commitment Letter to be executed and delivered by its duly authorized representative as of the date first written above.

RIDGEWAY CAPITAL PARTNERS FUND III, LP

By: Ridgeway Capital GP III LLC, its General Partner

By: ________

Name: Julian C. Adler

Title: Managing Partner

EIN: 83-2107594

ACCEPTED AND AGREED as of the date first written above:

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Thomas R. Garner

Title: Chief Executive Officer

EIN: 84-3291047

Address: 4100 Commerce Parkway, Suite 800

Akron, OH 44308

cc:

Sandra K. Liu, General Counsel, Crestline Packaging Solutions LLC

Priya Mehta, Chief Financial Officer, Crestline Packaging Solutions LLC

Harrison Wexford, Calderwood & Harkness LLP (Buyer's Counsel) 600 Lexington Avenue, 30th Floor New York, NY 10022 Matter No. 1006-00006

Francesca DiNardo, Managing Partner, Ridgeway Capital Partners

RIDGEWAY CAPITAL PARTNERS FUND III, LP 277 Park Avenue, 38th Floor New York, NY 10172
April 22, 2025
Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308
Attention: Thomas R. Garner, Chief Executive Officer
Sandra K. Liu, General Counsel
With a copy to:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Attention: Harrison Wexford
Re: Equity Commitment in Connection with the Asset Purchase of Substantially All Assets of Allegheny Valley Packaging, Inc.
Ladies and Gentlemen:
This equity commitment letter (this "Equity Commitment Letter" or this "Letter") sets forth the commitment of Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership ("Sponsor" or "Investor"), to contribute equity capital to Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer" or "CPS"), in connection with Buyer's proposed acquisition of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller" or "AVP"), on the terms and subject to the conditions set forth herein.
1. Commitment
Sponsor hereby irrevocably commits, subject to the terms and conditions set forth in this Letter, to contribute to Buyer cash in the aggregate amount of Fifty Million Dollars ($50,000,000) (the "Equity Commitment") to fund a portion of the aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) (the "Purchase Price") payable by Buyer in connection with Buyer's acquisition of substantially all of the assets of Seller, pursuant to that certain Asset Purchase Agreement to be entered into by and between Buyer and Seller (as it may be amended, modified, supplemented, or restated from time to time in accordance with its terms and with the prior written consent of Sponsor to the extent such consent is required hereunder, the "Acquisition Agreement"). The transactions contemplated by the Acquisition Agreement are referred to herein as the "Acquisition."
The Equity Commitment shall be funded by wire transfer of immediately available funds to a bank account designated by Buyer in writing to Sponsor not less than three (3) business days prior to the anticipated Closing Date (as defined in the Acquisition Agreement). Sponsor shall fund the full amount of the Equity Commitment on or prior to the Closing Date, subject to the satisfaction or waiver of the conditions set forth in Section 3 below.
The remaining portion of the Purchase Price, in the amount of One Hundred Thirty Million Dollars ($130,000,000) (the "Debt Financing"), is expected to be funded through an incremental term loan under Buyer's existing credit facility with Pinnacle National Bank, N.A., as Administrative Agent (the "Administrative Agent"), pursuant to Amendment No. 3 to the Credit Agreement dated as of November 15, 2021, among Buyer, the lenders party thereto, and the Administrative Agent (the "Credit Agreement," and such amendment, the "Credit Agreement Amendment"). Nothing in this Letter shall be construed to impose upon Sponsor any obligation to fund or guarantee any portion of the Debt Financing or to provide any credit support in connection therewith, except as may be separately agreed in writing by Sponsor.
2. Purpose
The Equity Commitment shall be used by Buyer solely to fund the following:
(a) a portion of the Purchase Price payable to Seller under the Acquisition Agreement at the closing of the Acquisition;
(b) related transaction costs, fees, and expenses incurred by Buyer in connection with the transactions contemplated by the Acquisition Agreement, including without limitation, legal fees, accounting fees, advisory fees, filing fees, transfer taxes, title and survey costs, environmental assessment costs, and other customary closing costs and expenses; and
(c) any working capital adjustment amounts owed by Buyer to Seller pursuant to the post-closing adjustment provisions of the Acquisition Agreement, to the extent such amounts become due and payable following the Closing Date.
The Equity Commitment may not be used by Buyer for any other purpose whatsoever without the prior written consent of Sponsor in its sole and absolute discretion. Buyer shall promptly return to Sponsor any portion of the Equity Commitment that is not required for the purposes specified in clauses (a) through (c) above, net of any amounts reasonably reserved for anticipated post-closing adjustment obligations.
3. Conditions to Funding
The obligation of Sponsor to fund the Equity Commitment hereunder is subject to the satisfaction (or waiver by Sponsor in its sole discretion) of each of the following conditions precedent:
(a) Execution of Acquisition Agreement. The Acquisition Agreement shall have been duly executed and delivered by each of Buyer and Seller, and shall be in full force and effect, in form and substance reasonably satisfactory to Sponsor, and no amendment, modification, supplement, or waiver of any provision of the Acquisition Agreement that is material to Sponsor shall have been made without the prior written consent of Sponsor.
(b) Satisfaction of Buyer's Closing Conditions. All conditions precedent to Buyer's obligation to consummate the closing under the Acquisition Agreement shall have been satisfied or waived in accordance with the terms of the Acquisition Agreement (other than those conditions that by their nature are to be satisfied at the closing, including without limitation the delivery of closing certificates, officer's certificates, and similar deliverables, provided that such conditions are reasonably expected to be satisfied at the closing).
(c) Contemporaneous Closing. The closing under the Acquisition Agreement shall occur substantially contemporaneously with the funding of the Equity Commitment by Sponsor. For purposes of this clause (c), "substantially contemporaneously" shall mean that the funding of the Equity Commitment and the consummation of the closing shall occur on the same business day, with funding to occur no earlier than one (1) business day prior to the Closing Date.
(d) Debt Financing. The incremental term loan in the aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) under the Credit Agreement Amendment with Pinnacle National Bank, N.A., as Administrative Agent, shall be funded (or shall be funded substantially simultaneously with the Equity Commitment) on the Closing Date, and all conditions precedent to such funding under the Credit Agreement Amendment shall have been satisfied or waived. For the avoidance of doubt, the failure of the Debt Financing to be available or funded shall excuse Sponsor's obligation to fund the Equity Commitment hereunder.
(e) No Restraining Orders. No order, injunction, decree, judgment, ruling, or similar directive of any court of competent jurisdiction or any governmental authority, regulatory body, or agency shall be in effect that prohibits, enjoins, restrains, or otherwise prevents the consummation of the transactions contemplated by the Acquisition Agreement or the funding of the Equity Commitment.
(f) Accuracy of Seller's Representations. The representations and warranties of Seller set forth in the Acquisition Agreement shall be true and correct as of the date of the Acquisition Agreement and as of the Closing Date (or, with respect to representations and warranties that address matters only as of a particular date, as of such date) to the extent required by the Acquisition Agreement for the closing conditions set forth therein to be satisfied, giving effect to any applicable materiality, Material Adverse Effect (as defined in the Acquisition Agreement), or similar qualifiers contained therein.
(g) Seller's Performance of Covenants. Seller shall have performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by Seller under the Acquisition Agreement at or prior to the closing, to the extent required for the closing conditions set forth in the Acquisition Agreement to be satisfied.
For the avoidance of doubt, Sponsor shall not be required to fund the Equity Commitment unless and until each of the foregoing conditions has been satisfied or waived by Sponsor, and the determination of whether any condition has been satisfied shall be made by Sponsor acting reasonably and in good faith.
4. Term and Expiration
This Equity Commitment Letter shall become effective as of the date first written above and shall terminate and be of no further force or effect upon the earliest to occur of the following:
(a) the funding of the Equity Commitment in full in accordance with the terms of this Letter;
(b) the consummation of the closing under the Acquisition Agreement without the funding of the Equity Commitment being required (whether because the Purchase Price has been reduced, alternative financing has been obtained with the prior written consent of Sponsor, or otherwise);
(c) the valid termination of the Acquisition Agreement in accordance with its terms, whether by mutual agreement of Buyer and Seller, the exercise of a termination right by either party thereto, or the occurrence of any other termination event specified therein;
(d) September 30, 2025 (the "Outside Date"), if the closing under the Acquisition Agreement shall not have occurred on or before such date, regardless of the reason for such non-occurrence and regardless of whether the Acquisition Agreement remains in effect after such date; or
(e) the mutual written agreement of Sponsor and Buyer to terminate this Letter, executed by a duly authorized representative of each party.
Upon termination of this Letter in accordance with the foregoing provisions, Sponsor shall have no further obligations or liabilities hereunder, and Buyer shall have no further rights or remedies against Sponsor under or in connection with this Letter, except with respect to (i) the provisions of Sections 6, 9, 10, and 12, which shall survive any termination of this Letter, and (ii) any claim for breach of this Letter arising prior to such termination, subject in all cases to the limitations set forth herein.
5. No Modification
This Equity Commitment Letter may not be amended, modified, supplemented, restated, or waived, in whole or in part, except by a written instrument duly executed and delivered by each of Sponsor and Buyer. No course of dealing between the parties, no delay or failure on the part of either party in exercising any right, power, or privilege hereunder, and no single or partial exercise of any right, power, or privilege hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
No assignment of this Letter or the rights or obligations hereunder by Buyer shall be permitted without the prior written consent of Sponsor, which consent may be withheld in Sponsor's sole and absolute discretion. Any purported assignment by Buyer in violation of this Section 5 shall be null and void and of no force or effect.
Sponsor may assign its obligations hereunder, in whole or in part, to any affiliated fund, parallel fund, alternative investment vehicle, or co-investment vehicle managed or controlled, directly or indirectly, by Ridgeway Capital GP III LLC, a Delaware limited liability company (the "General Partner"), without the consent of Buyer; provided, however, that no such assignment shall relieve Sponsor of its obligations hereunder, and Sponsor shall remain jointly and severally liable with any such assignee for the full and timely performance of the obligations assigned. Sponsor shall provide written notice to Buyer of any such assignment within five (5) business days following the effectiveness thereof.
6. Nature of Obligations; No Third-Party Beneficiaries
The obligations of Sponsor under this Equity Commitment Letter are solely contractual in nature and shall be enforceable solely in accordance with the terms and conditions set forth herein. Nothing contained in this Letter shall be deemed to create a fiduciary relationship, partnership, joint venture, or agency relationship between Sponsor and Buyer.
Sponsor shall not be required to contribute, and Buyer shall not have the right to demand or receive from Sponsor, any amount in excess of the Equity Commitment of Fifty Million Dollars ($50,000,000). Under no circumstances shall Sponsor be liable to Buyer or any other person for consequential, punitive, special, indirect, or exemplary damages in connection with this Letter or the transactions contemplated hereby.
This Letter is not intended to, and does not, confer upon any person or entity other than Buyer any rights, benefits, or remedies of any nature whatsoever under or by reason of this Letter; provided, however, that Seller shall be an express third-party beneficiary of this Letter solely to the extent set forth in that certain Limited Guarantee of even date herewith delivered by Sponsor in favor of Seller in connection with the Acquisition Agreement (the "Limited Guarantee"), and solely with respect to and to the extent of the rights expressly granted to Seller thereunder.
The Equity Commitment constitutes an obligation of Sponsor solely to Buyer, and does not constitute, and shall not be construed to constitute, an obligation of (i) any of Sponsor's limited partners, (ii) the General Partner, (iii) any managing partner of Sponsor, including without limitation Julian C. Adler or Francesca DiNardo, (iv) any officer, director, member, manager, employee, agent, advisor, or representative of Sponsor or the General Partner, or (v) any affiliate of Sponsor (other than Sponsor itself), in any case in their respective individual or personal capacities.
No recourse shall be had against any partner (whether limited or general), member, manager, officer, director, employee, agent, advisor, or representative of Sponsor or any of its direct or indirect affiliates, or any of their respective successors, assigns, heirs, or personal representatives, other than against Sponsor itself as expressly provided in this Letter. This Section 6 shall survive any termination of this Letter.
7. Representations of Sponsor
Sponsor hereby represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows:
(a) Organization and Good Standing. Sponsor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite organizational power and authority to own its properties and assets and to carry on its business as presently conducted.
(b) Power and Authority. Sponsor has all requisite limited partnership power and authority to execute, deliver, and perform this Equity Commitment Letter and to consummate the transactions contemplated hereby. Sponsor has all requisite limited partnership power and authority to fund the Equity Commitment in accordance with the terms hereof.
(c) Due Authorization. The execution, delivery, and performance of this Equity Commitment Letter by Sponsor, and the consummation by Sponsor of the transactions contemplated hereby, have been duly and validly authorized by all necessary limited partnership action on the part of Sponsor, including any and all requisite approvals by Ridgeway Capital GP III LLC, as general partner of Sponsor, and by the investment committee, advisory committee, or other governing body of Sponsor or the General Partner to the extent such approval is required under Sponsor's governing documents. No further limited partnership or other organizational action on the part of Sponsor is necessary to authorize the execution, delivery, and performance of this Letter or the funding of the Equity Commitment.
(d) Enforceability. This Equity Commitment Letter constitutes a legal, valid, and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws of general applicability affecting or relating to the enforcement of creditors' rights generally, and (ii) general principles of equity, whether considered in a proceeding at law or in equity (including concepts of materiality, reasonableness, good faith, and fair dealing, and the availability of specific performance, injunctive relief, and other equitable remedies) (collectively, the "Enforceability Exceptions").
(e) Sufficiency of Funds. Sponsor has, as of the date hereof, and at the time of funding of the Equity Commitment will have, uncalled capital commitments from its limited partners, available cash on hand, or other sources of immediately available funds (or any combination thereof) sufficient to fund the Equity Commitment in full in accordance with the terms hereof, and Sponsor has no reason to believe that any such uncalled capital commitments will not be honored when called or that any such funds will not be available at the time required for funding hereunder.
8. Relationship to Limited Guarantee
Reference is hereby made to that certain Limited Guarantee of even date herewith, executed and delivered by Sponsor in favor of Seller, pursuant to which Sponsor has guaranteed certain payment and performance obligations of Buyer under and in connection with the Acquisition Agreement, subject to the terms, conditions, and limitations set forth therein (the "Limited Guarantee").
Nothing in this Equity Commitment Letter shall limit, modify, amend, diminish, or otherwise affect Sponsor's obligations, liabilities, or commitments under the Limited Guarantee, and nothing in the Limited Guarantee shall limit, modify, amend, diminish, or otherwise affect Sponsor's obligations, liabilities, or commitments under this Equity Commitment Letter. Each of this Letter and the Limited Guarantee shall be construed and enforced independently of the other, and the rights and remedies of the respective beneficiaries thereunder shall be cumulative and not exclusive of any other rights or remedies available at law or in equity.
For the avoidance of doubt, notwithstanding anything to the contrary contained in this Letter or the Limited Guarantee, Sponsor's aggregate liability under this Equity Commitment Letter, when taken together with Sponsor's aggregate liability under the Limited Guarantee, shall not exceed, in the aggregate, the Equity Commitment amount of Fifty Million Dollars ($50,000,000). Any amounts funded by Sponsor pursuant to the Equity Commitment shall reduce, on a dollar-for-dollar basis, the maximum aggregate liability of Sponsor under the Limited Guarantee, and any amounts paid by Sponsor pursuant to the Limited Guarantee shall reduce, on a dollar-for-dollar basis, the maximum aggregate amount of the Equity Commitment required to be funded hereunder.
9. Governing Law; Jurisdiction
This Equity Commitment Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws rules or principles thereof (whether under the common law, any statute, rule, regulation, or otherwise) that would result in the application of the laws of any other jurisdiction. All references to "the State of New York" in this Section 9 shall be deemed to include the federal laws of the United States of America as applied in the State of New York.
Any action, suit, proceeding, claim, or dispute arising out of or in connection with this Equity Commitment Letter or the transactions contemplated hereby, or relating to the enforcement, interpretation, breach, validity, or invalidity of this Letter or any provision hereof, shall be brought and adjudicated exclusively in the federal courts of the United States of America sitting in the Southern District of New York or the state courts of the State of New York sitting in the County of New York, Borough of Manhattan (collectively, the "Chosen Courts"). Each of Sponsor and Buyer hereby irrevocably and unconditionally (a) submits to the exclusive personal jurisdiction of the Chosen Courts, (b) waives any objection that it may now or hereafter have to the laying of venue in any of the Chosen Courts, and (c) waives any claim or defense that any of the Chosen Courts constitutes an inconvenient forum or lacks jurisdiction over the subject matter hereof or the parties hereto. Each party agrees that service of process in any such action may be made by delivery of such process in accordance with the notice provisions applicable to the parties.
10. Waiver of Jury Trial
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS EQUITY COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS EQUITY COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 10.
11. Counterparts; Delivery
This Equity Commitment Letter may be executed in any number of counterparts (including by means of telecopied, facsimile, or portable document format (.pdf) signature pages), each of which when so executed and delivered 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 to this Letter by electronic mail in portable document format (.pdf), by facsimile, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be effective as delivery of a manually executed original counterpart thereof. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to this Letter shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act.
12. Entire Agreement
This Equity Commitment Letter, together with the Limited Guarantee and the Acquisition Agreement (including all schedules, exhibits, annexes, and disclosure letters thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, discussions, term sheets, letters of intent, memoranda of understanding, and other communications, whether written or oral, between the parties with respect to the subject matter of this Letter. No prior drafts of this Letter shall be used as evidence of the intent of the parties in interpreting any provision hereof.
[Remainder of This Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, Sponsor has caused this Equity Commitment Letter to be executed and delivered by its duly authorized representative as of the date first written above.
RIDGEWAY CAPITAL PARTNERS FUND III, LP
By: Ridgeway Capital GP III LLC, its General Partner
By: ________
Name: Julian C. Adler
Title: Managing Partner
EIN: 83-2107594
ACCEPTED AND AGREED as of the date first written above:
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Thomas R. Garner
Title: Chief Executive Officer
EIN: 84-3291047
Address: 4100 Commerce Parkway, Suite 800
Akron, OH 44308
cc:
Sandra K. Liu, General Counsel, Crestline Packaging Solutions LLC
Priya Mehta, Chief Financial Officer, Crestline Packaging Solutions LLC
Harrison Wexford, Calderwood & Harkness LLP (Buyer's Counsel) 600 Lexington Avenue, 30th Floor New York, NY 10022 Matter No. 1006-00006
Francesca DiNardo, Managing Partner, Ridgeway Capital Partners

RIDGEWAY CAPITAL PARTNERS FUND III, LP 277 Park Avenue, 38th Floor New York, NY 10172

RIDGEWAY CAPITAL PARTNERS FUND III, LP

EIN: 83-2107594

CRESTLINE PACKAGING SOLUTIONS LLC

EIN: 84-3291047

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