| Item No. | Category | Issue Description | APA Section / Document Reference | Buyer Position (CPS / Calderwood & Harkness) | Seller Position (AVP / Broadmoor Strauss & Kline) | Current Status | Priority | Responsible Attorney | Date Raised | Last Updated | Target Resolution Date | Resolution Date | Resolution / Notes |
| 1 | Indemnification | Indemnification Cap — Percentage of Purchase Price | Article X (Indemnification) | Cap at 25% of Purchase Price ($45,000,000). Tipping basket structure — first-dollar recovery once basket is exceeded. | Seller initially proposed 15% cap ($27,000,000); subsequently moved to 20% ($36,000,000). Broadmoor Strauss & Kline (Nathan R. Feldstein) argues 25% is above market for asset deals of this size. | Agreed | High | Harrison Wexford / Megan Chu | 2025-05-05 | 2025-06-10 | 2025-06-09 | 2025-06-10 | Agreed at 25% of Purchase Price = $45,000,000. Tipping basket confirmed. |
| 2 | Indemnification | Basket (Deductible) — Percentage and Type | Article X (Indemnification) | Basket at 0.75% of Purchase Price ($1,350,000); tipping basket (first-dollar recovery once exceeded). | Seller proposed 1.0% basket ($1,800,000) with true deductible (Buyer absorbs basket amount). Alternatively proposed 0.75% as true deductible. | Agreed | High | Megan Chu | 2025-05-05 | 2025-06-08 | 2025-06-09 | 2025-06-08 | Agreed at 0.75% = $1,350,000 tipping basket. First-dollar recovery once threshold exceeded. |
| 3 | Indemnification | De Minimis / Mini-Basket Threshold Per Claim | Article X (Indemnification) | $50,000 per claim. Claims below this threshold do not count toward the Basket. | Seller proposed $75,000 mini-basket. | Agreed | Medium | Megan Chu | 2025-05-05 | 2025-06-02 | 2025-06-09 | 2025-06-02 | Agreed at $50,000 de minimis per claim. |
| 4 | Indemnification — Survival | Survival Period — General Representations | Article X (Indemnification) | 18 months from Closing Date. Coterminous with escrow release period. | Seller proposed 12 months. Broadmoor Strauss & Kline (Carolyn J. Ng) noted that shorter survival is appropriate given R&W insurance coverage. | Agreed | High | Harrison Wexford | 2025-05-05 | 2025-06-10 | 2025-06-09 | 2025-06-10 | Agreed at 18 months. Aligns with escrow release at 18 months post-closing. |
| 5 | Indemnification — Survival | Survival Period — Fundamental Representations (title, authority, capitalization, brokers, taxes) | Article X (Indemnification) | 60 months from Closing Date. | Seller accepted 60 months for fundamental reps. | Agreed | High | Megan Chu | 2025-05-05 | 2025-05-28 | 2025-06-09 | 2025-05-28 | Agreed at 60 months from Closing Date. |
| 6 | Indemnification — Survival | Survival Period — Tax Representations | Article X (Indemnification) | Until 60 days after expiration of applicable statute of limitations (including extensions). | Seller initially proposed same as fundamental reps (60 months). Agreed to statute of limitations formulation. | Agreed | Medium | Leonard Cross | 2025-05-05 | 2025-06-05 | 2025-06-09 | 2025-06-05 | Agreed: tax reps survive until 60 days after expiration of applicable statute of limitations, including extensions. |
| 7 | Indemnification — Survival | Survival Period — Environmental Representations | Article X (Indemnification) | 36 months from Closing Date. | Seller proposed 24 months; Buyer insisted on 36 months given Phase II ESA results at Butler (TCE contamination). | Agreed | High | Harrison Wexford | 2025-05-12 | 2025-06-10 | 2025-06-09 | 2025-06-10 | Agreed at 36 months from Closing Date. |
| 8 | Environmental | Environmental Special Indemnity — Scope and Cap | Article X / Environmental Indemnity Schedule | Seller retains liability for all pre-closing environmental conditions at Butler and Meadville facilities. Cap at $8,000,000. Survives for 36 months from Closing Date. | Seller initially proposed $5,000,000 cap and limited scope to Butler facility only (where REC was identified). Argued Meadville Phase I showed no RECs. | Agreed | High | Harrison Wexford / Megan Chu | 2025-05-12 | 2025-06-12 | 2025-06-15 | 2025-06-12 | Agreed at $8,000,000 cap covering both Butler and Meadville pre-closing environmental conditions. 36-month survival. Consistent with environmental risk assessment prepared by C&H based on Greenvale Environmental Sciences LLC findings (Dr. Alicia Fernandez). |
| 9 | Environmental | Butler Property — TCE Groundwater Contamination (Phase II ESA) | Environmental Representations / Environmental Indemnity | Buyer position: TCE at 12 ppb in shallow groundwater exceeds PA Act 2 MSC standard of 5 ppb. Remediation cost estimate $1.2M–$2.8M per Greenvale Environmental Sciences LLC. Seller must bear full pre-closing remediation cost under environmental special indemnity. Known matter to be excluded from R&W insurance coverage. | Seller acknowledges REC but disputes high end of remediation estimate. Proposed sharing remediation costs above $1,500,000. | Agreed | High | Megan Chu / Derek Okonkwo | 2025-05-15 | 2025-06-12 | 2025-06-15 | 2025-06-12 | Resolved through environmental special indemnity structure ($8,000,000 cap). Seller bears full pre-closing environmental liability. Phase II ESA commenced May 12, 2025; final report pending. Butler TCE contamination is a known matter and will be excluded from Northbridge R&W policy (Policy No. NSW-2025-07812). |
| 10 | Environmental | Environmental Permits — Transfer / Re-Issuance | Section 6 (Covenants) / Regulatory Consents Checklist | Buyer requires transfer or re-issuance of PA DEP Title V operating permit (TV-10-00287) for Butler and PA DEP General Permit GP-3 for Meadville as a closing condition or post-closing covenant. | Seller to cooperate with permit transfer applications. Seller's counsel notes re-issuance may take 60–90 days post-closing. | In Progress | Medium | Derek Okonkwo | 2025-05-08 | 2025-06-10 | 2025-07-15 | Applications to PA DEP to be filed prior to closing. Interim operation under existing permits with Seller's cooperation. Permit transfer is a post-closing covenant, not a closing condition. |
| 11 | Escrow | Escrow Amount, Release Terms, and Agent Selection | Section 2 (Purchase Price) / Escrow Agreement | $9,000,000 escrow (5% of $180,000,000 Purchase Price) deposited with Atlantic Fiduciary Trust Company (Robert D. Whitaker, VP). Released 18 months post-closing, net of pending indemnification claims. | Seller initially proposed 3% escrow ($5,400,000) with 12-month release. Agreed to 5% / 18 months to match general survival period. | Agreed | High | Megan Chu | 2025-05-05 | 2025-06-08 | 2025-06-09 | 2025-06-08 | Agreed: $9,000,000 escrow, 18-month release, net of pending claims. Escrow Agreement to be tri-party (CPS, AVP, Atlantic Fiduciary Trust Company). Governed by New York law. |
| 12 | Working Capital | Net Working Capital — Target Amount and Methodology | Section 2 (Purchase Price Adjustments) | Target NWC of $12,400,000 based on trailing 12-month average. Calculated as of 11:59 PM ET on the day immediately preceding the Closing Date using agreed-upon accounting principles consistent with GAAP as applied by AVP. | Seller initially proposed $13,100,000 target based on a different lookback period excluding seasonally low months. Broadmoor Strauss & Kline (Nathan R. Feldstein) argued for inclusion of certain prepaid items. | Agreed | High | Megan Chu / Leonard Cross | 2025-05-10 | 2025-05-28 | 2025-05-28 | 2025-05-28 | Agreed at $12,400,000. NWC methodology aligned with GAAP as applied by AVP and consistent with Hargrove Thornton LLP (Steven M. Raines) financial diligence analysis. See Megan Chu email to Sandra K. Liu dated May 20, 2025. |
| 13 | Working Capital | NWC Collar / De Minimis Adjustment Threshold | Section 2 (Purchase Price Adjustments) | ±$250,000 collar. No post-closing adjustment if variance from Target NWC is within ±$250,000. | Seller proposed ±$500,000 collar to reduce likelihood of post-closing true-up disputes. | Agreed | Medium | Megan Chu | 2025-05-10 | 2025-05-28 | 2025-05-28 | 2025-05-28 | Agreed at ±$250,000 collar. |
| 14 | Restrictive Covenants | Non-Competition Agreement — Gerald W. Horvath — Duration and Geographic Scope | Non-Competition Agreement (Gerald W. Horvath) | 5-year non-compete, nationwide scope for corrugated packaging, folding cartons, and specialty coatings. Gerald W. Horvath is the 72% shareholder and founder, retiring post-close (age 68). | Seller's counsel (Nathan R. Feldstein) proposed 3-year term limited to PA, OH, IN, KY, and WV. Argued nationwide scope is overbroad for a regional manufacturer. | In Progress | High | Harrison Wexford | 2025-05-08 | 2025-06-10 | 2025-06-15 | Parties narrowing geographic scope. Buyer considering 4-year term with scope covering states where CPS or AVP currently have operations or customers (approximately 12-state region). To be finalized before APA execution. |
| 15 | Restrictive Covenants | Non-Competition Agreement — Michael G. Horvath — Duration and Geographic Scope | Non-Competition Agreement (Michael G. Horvath) | 5-year non-compete, nationwide scope. Michael G. Horvath is VP Operations, 10% shareholder, expected to remain as key employee post-closing and enter into a consulting agreement. | Seller's counsel proposed 2-year term, arguing Michael is an employee who will continue with buyer and should not be restricted as aggressively as Gerald. | In Progress | High | Harrison Wexford / Megan Chu | 2025-05-08 | 2025-06-10 | 2025-06-15 | Linked to consulting agreement terms. Buyer considering 3-year non-compete tied to duration of consulting arrangement plus 2 years. |
| 16 | Tax | Purchase Price Allocation — Methodology and Timeline | Section 2 / Tax Matters Section | Allocation to be agreed within 90 days post-closing per IRC §1060 and Treasury Regulation §1.1060-1. Parties to file consistent IRS Form 8594. Buyer prefers allocation maximizing depreciable/amortizable assets. | Seller (S-corporation, gain passed through to shareholders at capital gains rates) prefers allocation maximizing goodwill and going concern value. Seller resists binding pre-closing allocation. | In Progress | High | Leonard Cross | 2025-05-15 | 2025-06-10 | 2025-07-31 | Agreed in principle that allocation will be finalized within 90 days post-closing. Preliminary discussions on relative allocations to real property (estimated ~$18,000,000), tangible personal property, intangible assets, and goodwill. Impacts PA Realty Transfer Tax calculation. |
| 17 | Tax | PA Realty Transfer Tax — Estimated Amount and Sharing | Tax Matters / Closing Costs | Estimated at 2% combined state/local on real property allocation. Estimated real property value ~$18,000,000 → estimated tax ~$360,000. Split equally: ~$180,000 per party. | Seller accepted equal split. Final amount dependent on purchase price allocation (Item 16). | Agreed | Medium | Leonard Cross | 2025-05-15 | 2025-06-05 | 2025-06-09 | 2025-06-05 | Agreed: PA Realty Transfer Tax split 50/50 between Buyer and Seller. Estimated ~$360,000 total (~$180,000 each). Final amount subject to agreed purchase price allocation. |
| 18 | Tax | PA Bulk Sale Notice and Tax Clearance Certificate | Section 7 (Closing Conditions) / PA Bulk Sale Notice | PA Bulk Sale Notice to PA Department of Revenue required at least 60 days prior to closing. Tax clearance certificate from PA DOR required as a Seller closing condition. | Seller to prepare and file with C&H assistance. Leonard Cross coordinating. | In Progress | High | Leonard Cross / Derek Okonkwo | 2025-05-10 | 2025-06-01 | 2025-06-01 | Bulk Sale Notice drafted. Must be filed by approximately June 1, 2025 to meet 60-day requirement for estimated July 31, 2025 closing. AVP EIN: 25-1784632; CPS EIN: 84-3291047. Tax clearance certificate receipt is a closing condition. |
| 19 | Tax | Sales/Use Tax Exposure — PA, OH, WV (2021–2024) | Tax Representations / Indemnification | Hargrove Thornton LLP diligence identified potential sales/use tax exposure of approximately $420,000 across PA, OH, and WV for periods 2021–2024. Buyer requires specific indemnification from Seller for pre-closing tax liabilities. | Seller disputes magnitude of exposure. Diane L. Pulaski (AVP Controller) provided supporting documentation. Seller's auditors (Pendleton & Sawyer CPAs LLP) reviewing. | In Progress | Medium | Leonard Cross / Megan Chu | 2025-05-18 | 2025-06-10 | 2025-06-15 | Pre-closing tax liabilities are Excluded Liabilities under the APA. Specific disclosure on tax schedule. Seller to indemnify for all pre-closing tax liabilities without cap limitation (covered by fundamental reps 60-month survival). $420,000 exposure to be disclosed on Seller's schedules. |
| 20 | Excluded Assets / Excluded Liabilities | Corporate Name — 'Allegheny Valley Packaging, Inc.' Transitional License | Section 1 (Excluded Assets) / IP Assignment | Corporate name excluded from acquired assets. Buyer requests 6-month transitional license to use the 'Allegheny Valley Packaging, Inc.' name post-closing for customer continuity. | Seller agreed to 6-month license. Broadmoor Strauss & Kline requests license be non-exclusive and royalty-free with quality control provisions. | Agreed | Medium | Megan Chu | 2025-05-08 | 2025-06-05 | 2025-06-09 | 2025-06-05 | Agreed: 6-month post-closing transitional license, non-exclusive, royalty-free. Quality control standards consistent with AVP's pre-closing use. |
| 21 | Excluded Liabilities | AVP Pre-Closing Indebtedness — Payoff of Merchants & Traders Bank Revolver | Section 1 (Excluded Liabilities) / Funds Flow | Approximately $14,200,000 outstanding under AVP's existing $20,000,000 revolving credit facility with Merchants & Traders Bank. Excluded Liability — to be repaid at closing from Seller's proceeds. | Seller confirmed. Payoff letter to be obtained from Merchants & Traders Bank prior to closing. | In Progress | High | Megan Chu / Derek Okonkwo | 2025-05-05 | 2025-06-08 | 2025-07-25 | Payoff letter to be requested approximately 10 days before closing. Amount to be reflected in Closing Funds Flow Memorandum. UCC-3 termination statements required. |
| 22 | Excluded Liabilities | AVP Underfunded Pension Obligations | Section 1 (Excluded Liabilities) | Estimated $3,100,000 underfunded pension obligation is an Excluded Liability not assumed by Buyer. | Seller agreed this is an Excluded Liability. | Agreed | Medium | Megan Chu | 2025-05-10 | 2025-05-25 | 2025-06-09 | 2025-05-25 | Confirmed as Excluded Liability. Not assumed by CPS. |
| 23 | Employees / Benefits | Employee Offers — Scope and Timing | Section 6 (Employee Covenants) | Crestline will extend offers to substantially all ~340 AVP employees (~290 at Butler, ~50 at Meadville). No obligation to maintain equivalent compensation or benefits for any specified period beyond closing. | Seller requests Buyer commit to maintaining substantially similar compensation and benefits for at least 12 months post-closing for all transferred employees. | In Progress | Medium | Megan Chu | 2025-05-12 | 2025-06-10 | 2025-06-15 | Negotiating benefit continuation period. Buyer may agree to 6-month substantially comparable compensation commitment. |
| 24 | Employees / Benefits | Collective Bargaining Agreement — International Paperworkers Union Local 814 | Section 6 (Employee Covenants) / Assignment and Assumption Agreement | CBA covers approximately 185 hourly employees at Butler. Expires March 31, 2027. Buyer assumes CBA as successor employer. Union notification and successorship requirements must be satisfied. | Seller to provide notice to IPU Local 814. Buyer acknowledges assumption of CBA terms through expiration. | In Progress | High | Megan Chu / Derek Okonkwo | 2025-05-08 | 2025-06-10 | 2025-07-15 | Union notification letter being drafted. CBA assumed under Assignment and Assumption Agreement. Successor employer obligations confirmed. CBA effective April 1, 2024 through March 31, 2027. |
| 25 | Employees / Benefits | 401(k) Plan — No Assumption; Rollover Mechanics | Section 6 (Employee Covenants) | Buyer will not assume AVP's Allegheny Valley Packaging 401(k) Profit Sharing Plan (administered by Patriot Plan Administrators LLC). Transferred employees will be eligible to roll over balances to Crestline's plan. | Seller agreed. Requests Buyer's 401(k) plan accept rollovers effective as of Closing Date. | Agreed | Low | Derek Okonkwo | 2025-05-12 | 2025-06-02 | 2025-06-09 | 2025-06-02 | Agreed: no assumption of AVP 401(k). CPS plan to accept direct rollovers. Patriot Plan Administrators LLC to process distributions post-closing. |
| 26 | Employees / Benefits | WARN Act Analysis | Section 6 (Employee Covenants) | Asset purchase with offer of employment to substantially all employees. Buyer position: no WARN Act notice required provided offers are extended and accepted by sufficient number of employees. | Seller requests Buyer provide WARN-compliant notice as a protective measure, or indemnify Seller for WARN-related claims. | In Progress | Medium | Megan Chu | 2025-05-15 | 2025-06-08 | 2025-06-15 | Analysis prepared in Employee & Benefits Transition Memorandum. Risk low if substantially all employees receive and accept offers. Cross-indemnification provision under discussion. |
| 27 | Third-Party Consents | Material Contract Consents — Approximately 12 Contracts Requiring Counterparty Consent to Assignment | Section 7 (Closing Conditions) / Regulatory Consents Checklist | Approximately 12 of ~47 assumed material contracts require counterparty consent for assignment. Buyer's position: receipt of consents from contracts representing at least 90% of revenue associated with consent-required contracts is a closing condition. | Seller to use commercially reasonable efforts to obtain consents. Seller's counsel argues consent condition should be limited to top 5 contracts by revenue. | In Progress | High | Derek Okonkwo | 2025-05-05 | 2025-06-10 | 2025-07-15 | Consent tracker maintained separately on Regulatory and Third-Party Consents Checklist. Key consents include Consolidated Linerboard Corp. (containerboard supply) and several top customer supply agreements. 4 of 12 consents received as of last update. |
| 28 | Third-Party Consents | Consolidated Linerboard Corp. — Containerboard Supply Agreement Consent | Section 7 (Closing Conditions) | Key raw material supplier. Consent to assignment is critical. Buyer requires this specific consent as a closing condition. | Seller reports positive preliminary discussions with CLC. Formal consent request sent. | In Progress | High | Derek Okonkwo | 2025-05-08 | 2025-06-10 | 2025-07-15 | Awaiting formal written consent from Consolidated Linerboard Corp. AVP's primary containerboard supplier. |
| 29 | Financing | Incremental Term Loan — Amendment No. 3 to Existing Credit Agreement | Section 7 (Closing Conditions — Financing) | $130,000,000 incremental term loan under Existing Credit Agreement dated November 15, 2021. Pinnacle National Bank, N.A. as Administrative Agent. Syndicate lenders: Commonwealth Merchant Bank, Heartland Commercial Finance LLC. SOFR + 375 bps, SOFR floor 50 bps. | N/A (Buyer-side financing matter). | In Progress | High | Harrison Wexford / Megan Chu | 2025-04-22 | 2025-06-10 | 2025-07-31 | Commitment letter dated April 22, 2025 (Ref: PCL-2025-04-1187). Commitment expires August 20, 2025. Ticking fee of 25 bps/annum on undrawn commitments commences June 21, 2025. Amendment No. 3 drafting in progress. Katherine M. Sweeney (Pinnacle) is primary contact. |
| 30 | Financing | Equity Commitment Letter — Ridgeway Capital Partners Fund III, LP | Section 7 (Closing Conditions — Financing) | $50,000,000 equity contribution from Ridgeway Capital Partners Fund III, LP. Commitment letter dated April 22, 2025. | N/A. | Closed | High | Harrison Wexford | 2025-04-22 | 2025-04-25 | 2025-04-22 | 2025-04-22 | Equity commitment letter executed April 22, 2025. Julian C. Adler and Francesca DiNardo (Managing Partners) approved. Limited Guarantee also being prepared. |
| 31 | Financing | Limited Guarantee — Ridgeway Capital Partners Fund III, LP | Limited Guarantee Agreement | Ridgeway Capital Partners Fund III, LP (by Ridgeway Capital GP III LLC) to provide limited guarantee in favor of AVP guaranteeing certain payment obligations including reverse termination fee. | Seller's counsel reviewing form and cap amount. | In Progress | Medium | Megan Chu | 2025-05-10 | 2025-06-08 | 2025-06-15 | Form of limited guarantee circulated. Cap amount under negotiation. |
| 32 | R&W Insurance | R&W Insurance Policy — Coverage, Retention, and Known Matters Exclusions | R&W Insurance / Indemnification | Northbridge Specialty Insurance Company, Policy No. NSW-2025-07812. Coverage limit: $18,000,000 (10% of Purchase Price). Retention: $1,800,000 (1%), dropping to $900,000 after 12 months. Premium est. $540,000 + $50,000 underwriting fee. Buyer bears 100% of premium. Brokered by Greystone Marsh Advisory LLC (Philip J. Tanaka). | Seller acknowledges R&W policy. Requests Buyer not pursue Seller for claims covered by R&W policy (subrogation waiver except for fraud). | In Progress | High | Megan Chu | 2025-05-15 | 2025-06-10 | 2025-06-15 | Policy binding process underway with Northbridge. Known matter exclusions to include Butler TCE contamination and sales/use tax exposure. Subrogation waiver discussion ongoing — Buyer willing to waive subrogation against Seller except in cases of fraud. |
| 33 | Transition Services | Transition Services Agreement — Scope, Duration, and Pricing | Transition Services Agreement | AVP to provide payroll processing, IT migration support, and certain administrative services for up to 120 days post-closing at cost plus 5%. | Seller agreed to scope and pricing. Seller requests minimum 30-day notice for early termination of any individual service. | Agreed | Medium | Derek Okonkwo | 2025-05-12 | 2025-06-05 | 2025-06-09 | 2025-06-05 | Agreed: up to 120 days, cost + 5%. 30-day notice for early termination of individual services. Service schedules being finalized. |
| 34 | Real Property | Title and Survey — Butler and Meadville Properties | Section 7 (Closing Conditions — Title) | Special warranty deeds for Butler (285,000 sq. ft. / 22.5 acres) and Meadville (110,000 sq. ft. / 8.2 acres). Title insurance from Sentinel Title Insurance Corporation. Title searches and surveys by Great Lakes Title & Escrow Inc. | Seller to deliver marketable title free of liens (other than Permitted Liens). Seller to cure any title defects identified prior to closing. | In Progress | Medium | Derek Okonkwo | 2025-05-05 | 2025-06-08 | 2025-07-25 | Title commitments ordered from Sentinel Title Insurance Corporation via Great Lakes Title & Escrow Inc. Updated surveys commissioned. Preliminary title reports under review — standard exceptions to be addressed. |
| 35 | Regulatory | HSR Act Filing — Determination | Section 7 (Closing Conditions — Regulatory) | No HSR filing required. Analysis confirmed by Calderwood & Harkness (Harrison Wexford). Transaction does not exceed applicable size-of-transaction thresholds after asset carve-out analysis. | Seller's counsel concurs. | Closed | High | Harrison Wexford | 2025-04-14 | 2025-05-01 | 2025-05-01 | 2025-05-01 | No filing required. Memorandum prepared and filed in deal folder. |
| 36 | Closing Mechanics | Outside Date / Drop-Dead Date | Section 9 (Termination) | September 30, 2025. Either party may terminate if closing has not occurred by Outside Date. | Seller accepted September 30, 2025. Seller initially proposed August 31, 2025. | Agreed | High | Harrison Wexford | 2025-05-05 | 2025-06-02 | 2025-06-09 | 2025-06-02 | Agreed: September 30, 2025 Outside Date. Must ensure financing commitment (expiring August 20, 2025) does not expire before closing if delayed. |
| 37 | Closing Mechanics | Estimated Closing Date and Financing Commitment Expiration Risk | Section 8 (Closing) / Financing | Estimated Closing Date: July 31, 2025. Financing commitment expires August 20, 2025. Only 20-day buffer between estimated closing and commitment expiration. | Seller wants Buyer to extend commitment if closing is delayed. Buyer to use commercially reasonable efforts. | Open | High | Harrison Wexford / Megan Chu | 2025-05-20 | 2025-06-10 | 2025-07-15 | Monitoring closely. If closing delayed beyond July 31, ticking fee accruing since June 21 at 25 bps/annum. Extension of commitment to be discussed with Katherine M. Sweeney at Pinnacle if needed. |
| 38 | Consulting / Employment | Consulting Agreement — Michael G. Horvath | Consulting Agreement | Post-closing consulting agreement for transition assistance in operations, customer relationships, and manufacturing know-how. Duration, compensation, and IP assignment terms to be finalized. | Michael G. Horvath requests $250,000/year consulting fee for 2-year term. Non-compete tied to consulting period. | In Progress | Medium | Megan Chu | 2025-05-15 | 2025-06-10 | 2025-06-15 | Linked to non-competition agreement (Item 15). Compensation and term under discussion. Confidentiality and IP assignment provisions to be included. |
| 39 | Governing Law / Dispute Resolution | Governing Law — New York; Dispute Resolution Mechanism | Section 11 (General Provisions) | APA governed by New York law. Buyer proposes exclusive jurisdiction in New York state and federal courts. | Seller initially proposed Pennsylvania law given AVP's domicile and asset locations. Accepted New York law. No objection to New York forum. | Agreed | Low | Harrison Wexford | 2025-05-05 | 2025-05-20 | 2025-06-09 | 2025-05-20 | Agreed: New York governing law. Exclusive jurisdiction in New York courts. |
| 40 | Closing Deliverables | FIRPTA Non-Foreign Affidavit | Section 7 (Closing Conditions — Seller Deliverables) | Seller to deliver non-foreign affidavit under IRC §1445 at closing. AVP EIN: 25-1784632. Address: 250 Industrial Boulevard, Butler, PA 16001. | Seller agreed. Standard deliverable. | In Progress | Low | Derek Okonkwo | 2025-05-05 | 2025-05-20 | 2025-07-31 | Form drafted by Calderwood & Harkness. To be executed by Gerald W. Horvath or authorized officer at closing. |