1006-00006 · Client 1006 · Transaction Documents

buyer-disclosure-schedules.docx DOCUMENT M&A / Corporate

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BUYER'S DISCLOSURE SCHEDULES TO ASSET PURCHASE AGREEMENT

CONFIDENTIAL

These Disclosure Schedules (the "Buyer's Disclosure Schedules") are delivered by Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer"), pursuant to and in connection with that certain Asset Purchase Agreement, dated as of June 15, 2025 (the "Agreement"), by and between Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller").

The Agreement governs the acquisition by Buyer of substantially all of the assets of Allegheny Valley Packaging, Inc. for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) (the "Purchase Price"), subject to the adjustments and terms set forth therein. These Buyer's Disclosure Schedules form an integral part of the Agreement and are incorporated therein by reference.

The Agreement and these Buyer's Disclosure Schedules shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

INTRODUCTORY NOTES AND QUALIFICATIONS

The following introductory notes and qualifications apply to and are an integral part of each of the Buyer's Disclosure Schedules set forth herein. In the event of any conflict between these introductory notes and qualifications and any specific disclosure set forth in any individual Schedule, the specific disclosure shall control.

1. Cross-References and General Applicability. These Buyer's Disclosure Schedules are arranged in sections and subsections corresponding to the numbered sections and subsections of Article IV of the Agreement to which they relate. Notwithstanding the foregoing, any information set forth in one section or subsection of these Buyer's Disclosure Schedules shall be deemed to apply to and qualify any other section or subsection of the Agreement to the extent that the relevance of such information to such other section or subsection is reasonably apparent on its face, regardless of whether a specific cross-reference is made. The parties acknowledge that disclosures set forth in one Schedule may have relevance to representations and warranties contained in other sections of the Agreement, and no inference shall be drawn from the absence of an explicit cross-reference.

2. No Admission of Materiality. The inclusion of any item, matter, or information in these Buyer's Disclosure Schedules does not constitute an admission by Buyer that such item, matter, or information is material or is required to be disclosed under the Agreement, nor shall the inclusion of any such item, matter, or information establish a standard of materiality for any purpose whatsoever, including for purposes of determining whether a breach of any representation, warranty, covenant, or agreement contained in the Agreement has occurred or whether any condition to Closing has been satisfied. Matters may be disclosed herein solely for informational purposes and as a matter of prudent practice, and the disclosure of any such matters shall not be deemed to enlarge the scope of any representation or warranty made by Buyer in the Agreement.

3. No Third-Party Rights. These Buyer's Disclosure Schedules are not intended to, and shall not, create any rights in any third party. No person other than the parties to the Agreement (and their respective permitted successors and assigns) shall be entitled to rely upon the disclosures set forth herein for any purpose whatsoever.

4. Headings. The headings and captions contained in these Buyer's Disclosure Schedules are for convenience of reference only and shall not affect the meaning, interpretation, or construction of the disclosures set forth herein.

5. Currency. All dollar amounts set forth in these Buyer's Disclosure Schedules are expressed in United States dollars unless otherwise specified.

6. Knowledge Qualifier. Where these Buyer's Disclosure Schedules refer to the "knowledge" of Buyer, such reference shall have the meaning ascribed to the term "Knowledge of Buyer" as defined in Section 1.1 of the Agreement.

7. Documents Referenced. Certain documents, agreements, and instruments are referenced in these Buyer's Disclosure Schedules. Such references are qualified in their entirety by the actual terms of the referenced documents, agreements, and instruments, and the descriptions contained herein are summary in nature and do not purport to be complete. In the event of any discrepancy between a summary description contained herein and the terms of the referenced document, the terms of the referenced document shall control.

8. Preparation. These Buyer's Disclosure Schedules have been prepared by Calderwood & Harkness LLP, counsel to Buyer, in coordination with Sandra K. Liu, General Counsel of Crestline Packaging Solutions LLC. Inquiries regarding the contents of these Buyer's Disclosure Schedules should be directed to Harrison Wexford at Calderwood & Harkness LLP (telephone: (212) 848-7300; email: hwexford@calderwoodharkness.com) or to Sandra K. Liu at Crestline Packaging Solutions LLC (telephone: (330) 555-4200; email: sliu@crestlinepackaging.com).

SCHEDULE 4.1

Organization, Good Standing, and Qualification of Buyer

The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.1 of the Agreement:

1. Legal Name and Entity Information.

2. Registered Agent.

3. Principal Office / Headquarters.

4. Good Standing. Buyer confirms that it is duly organized, validly existing, and in good standing under the laws of the State of Ohio. A certificate of good standing issued by the Ohio Secretary of State, dated as of June 10, 2025, has been obtained and will be delivered at Closing as part of the Buyer's closing deliverables pursuant to Section 7.3 of the Agreement.

5. Foreign Qualifications. Buyer is duly qualified or registered to do business as a foreign limited liability company and is in good standing in each of the following jurisdictions:

Buyer's existing qualifications in Indiana and Kentucky correspond to its plant operations in those states.

6. Pending Foreign Qualification — Commonwealth of Pennsylvania.

Buyer is not currently qualified or registered to do business in the Commonwealth of Pennsylvania. In connection with the acquisition of the Purchased Assets, including the real property assets located in Butler, Pennsylvania (the "Butler Facility") and Meadville, Pennsylvania (the "Meadville Facility"), Buyer will be required to obtain a certificate of authority to transact business in the Commonwealth of Pennsylvania from the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. Buyer intends to file the requisite application for a certificate of authority prior to or upon Closing. This filing requirement is cross-referenced in Schedule 4.3(b) (Required Governmental Filings, Consents, and Approvals).

Buyer does not believe that the pendency of this qualification filing will prevent or materially delay the consummation of the transactions contemplated by the Agreement. Calderwood & Harkness LLP has engaged Pennsylvania local counsel, Hartfield & Predding LLP, to prepare and file the necessary application on an expedited basis.

SCHEDULE 4.2

Authority and Due Authorization

The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.2 of the Agreement:

1. Due Authorization. The execution, delivery, and performance by Buyer of the Agreement and each of the Ancillary Agreements to which Buyer is or will be a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary limited liability company action on the part of Buyer. Such authorization includes the requisite approval by Buyer's members and managers in accordance with the terms of Buyer's Amended and Restated Operating Agreement, dated as of March 8, 2018, as amended through the date hereof (the "Operating Agreement").

2. Sole Member.

The sole member of Crestline Packaging Solutions LLC is:

Ridgeway Capital Partners Fund III, LP acts through its general partner, Ridgeway Capital GP III LLC, with respect to all actions taken in its capacity as the sole member of Buyer. The managing partners of Ridgeway Capital Partners are Julian C. Adler and Francesca DiNardo.

3. Member/Manager Resolutions. Resolutions of the sole member of Buyer (acting through its general partner) and resolutions of the managers of Buyer authorizing the execution, delivery, and performance of the Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated thereby, were duly adopted on June 12, 2025. Certified copies of such resolutions will be delivered at Closing by Buyer as part of the Secretary's Certificate of Buyer pursuant to Section 7.3(d) of the Agreement.

4. Authorized Signatories. The following officers of Buyer are authorized to execute and deliver the Agreement and the Ancillary Agreements, and all other documents, instruments, and certificates required to be delivered by Buyer in connection with the transactions contemplated thereby:

Each of the foregoing officers has been duly appointed and is currently serving in the capacity indicated. Incumbency certificates with specimen signatures of the foregoing officers will be delivered at Closing as part of the Secretary's Certificate of Buyer.

SCHEDULE 4.3

No Conflicts; Required Consents and Approvals

The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.3 of the Agreement:

Sub-Schedule 4.3(a) — Conflicts

The execution and delivery of the Agreement and each of the Ancillary Agreements to which Buyer is or will be a party, and the consummation of the transactions contemplated thereby, will not: (i) conflict with, result in a breach of, or constitute (with or without notice or lapse of time, or both) a default under, any provision of the Certificate of Formation or Operating Agreement of Buyer; (ii) result in the creation or imposition of any Lien upon any of the assets of Buyer (other than Permitted Liens); or (iii) conflict with or violate any Law or Order applicable to Buyer, except in each case as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Agreement.

Exceptions:

None.

Sub-Schedule 4.3(b) — Required Governmental Filings, Consents, and Approvals

The following governmental filings, consents, notices, registrations, permits, authorizations, and approvals are or may be required to be made, obtained, or given in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby:

1. Hart-Scott-Rodino Act.

A filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission, is not required in connection with the transactions contemplated by the Agreement. Calderwood & Harkness LLP has conducted a comprehensive filing threshold analysis and has determined that no HSR Act filing is required. Specifically, the analysis considered the applicable size-of-person and size-of-transaction thresholds under the HSR Act, as adjusted effective February 27, 2025, in light of the asset carve-out analysis (taking into account the Excluded Assets as defined in Section 2.2 of the Agreement). Based on this analysis, the value of the Purchased Assets to be acquired by Buyer does not exceed the applicable filing thresholds when the Excluded Assets are properly excluded from the calculation, and the size-of-person test is not satisfied after application of the relevant exemptions. Buyer reserves the right to update this analysis if circumstances change prior to Closing.

2. Pennsylvania Department of State — Foreign Qualification.

Buyer is required to file an application for a certificate of authority to transact business as a foreign limited liability company in the Commonwealth of Pennsylvania with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, in connection with Buyer's operation of the Butler Facility and the Meadville Facility following Closing. This filing is expected to be made prior to or concurrent with Closing. See also Schedule 4.1 above.

3. Ohio Secretary of State.

Any filings required with the Ohio Secretary of State in connection with amendments to Buyer's Certificate of Formation or Operating Agreement, if applicable, in connection with the transactions contemplated by the Agreement. As of the date hereof, no such amendments are anticipated to be required, and no such filings are expected to be necessary.

Sub-Schedule 4.3(c) — Third-Party Consents

The following third-party consents, waivers, approvals, or non-objections are or may be required to be obtained in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby:

1. Existing Credit Agreement — Pinnacle National Bank, N.A.

Credit Agreement: Credit Agreement, dated as of November 15, 2021, among Crestline Packaging Solutions LLC, as borrower, the lenders from time to time party thereto, and Pinnacle National Bank, N.A., as Administrative Agent and Lead Arranger (as amended by Amendment No. 1, dated March 22, 2023, and Amendment No. 2, dated August 10, 2024, the "Existing Credit Agreement").

Reference Number: PCL-2025-04-1187.

Nature of Consent Required: The incurrence of the $130,000,000 incremental term loan facility contemplated by Amendment No. 3 to the Existing Credit Agreement, and the consummation of the acquisition of substantially all of the assets of Allegheny Valley Packaging, Inc., require compliance with the terms and conditions of the Existing Credit Agreement. Specifically:

(a) The Existing Credit Agreement contains an incremental facility provision (Section 2.14) that permits the incurrence of additional term loan facilities subject to, among other things, satisfaction of a pro forma leverage ratio test, delivery of certain financial certifications, and consent or non-objection of the existing lenders (to the extent required under the applicable incremental joinder mechanics).

(b) The acquisition of the Purchased Assets constitutes a "Permitted Acquisition" under the Existing Credit Agreement, subject to compliance with the financial covenants set forth therein (including the maximum Total Net Leverage Ratio of 4.50:1.00 and the minimum Interest Coverage Ratio of 2.50:1.00, in each case on a pro forma basis after giving effect to the acquisition and the incurrence of the incremental term loan).

(c) The consent and/or conditions precedent required under the Existing Credit Agreement are being addressed through Amendment No. 3 to the Existing Credit Agreement, which will establish the $130,000,000 incremental term loan and provide for the related amendments to the Existing Credit Agreement, including the addition of the Purchased Assets (including the Butler and Meadville real property) to the collateral package.

Status: Amendment No. 3 is currently being negotiated and documented. Pinnacle National Bank, N.A. has provided indicative approval, subject to completion of final documentation, satisfaction of conditions precedent, and execution by the requisite lenders. Buyer expects Amendment No. 3 to be fully executed and effective on or prior to the Closing Date.

2. Syndicate Lenders — Commonwealth Merchant Bank and Heartland Commercial Finance LLC.

Commonwealth Merchant Bank and Heartland Commercial Finance LLC are syndicate lenders under the Existing Credit Agreement. To the extent that the incremental joinder mechanics under Section 2.14 of the Existing Credit Agreement require consent, approval, or non-objection of existing lenders (including with respect to the identity of the incremental lenders and the terms of the incremental term loan), such consent or non-objection is being sought in connection with the negotiation and execution of Amendment No. 3. Both Commonwealth Merchant Bank and Heartland Commercial Finance LLC have been engaged in discussions regarding the proposed amendment and are expected to provide their consent or non-objection on or prior to the Closing Date.

3. Equity Commitment Letter — Ridgeway Capital Partners Fund III, LP.

Pursuant to the Equity Commitment Letter, dated April 22, 2025, Ridgeway Capital Partners Fund III, LP has committed to contribute $50,000,000 in equity to Buyer to fund a portion of the Purchase Price. The obligation of Ridgeway Capital Partners Fund III, LP to fund its equity commitment is subject to the satisfaction of customary conditions, including: (a) execution of the definitive Asset Purchase Agreement by the parties thereto; (b) satisfaction or waiver of the closing conditions set forth in Article VII of the Agreement; (c) the contemporaneous funding of the Debt Financing; and (d) the absence of any injunction or order prohibiting the consummation of the transactions. As of the date hereof, Buyer believes that all such conditions will be satisfied on or prior to the Closing Date.

SCHEDULE 4.4

Litigation and Proceedings

The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.4 of the Agreement:

Pending or Threatened Actions. There are no actions, suits, claims, arbitrations, investigations, or proceedings pending or, to the Knowledge of Buyer, threatened against Buyer or any of its Affiliates before any court, arbitrator, or Governmental Authority that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Agreement or that would reasonably be expected to have a material adverse effect on Buyer's ability to perform its obligations under the Agreement or any Ancillary Agreement.

Exceptions:

None.

Note: For the avoidance of doubt, this Schedule 4.4 does not address routine commercial disputes, employment matters, workers' compensation claims, or regulatory inquiries that arise in the ordinary course of Buyer's business and that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer's ability to consummate the transactions contemplated by the Agreement. Nothing in this Schedule 4.4 shall be deemed a representation regarding any matters other than those specifically covered by Section 4.4 of the Agreement.

SCHEDULE 4.5

Financing

The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.5 of the Agreement:

Sub-Schedule 4.5(a) — Debt Financing

1. Description of the Incremental Term Loan.

Buyer intends to finance a portion of the Purchase Price through the incurrence of an incremental term loan facility in the aggregate principal amount of $130,000,000 (the "Incremental Term Loan") under the Existing Credit Agreement, to be established pursuant to Amendment No. 3 to the Existing Credit Agreement. The material terms and details of the Incremental Term Loan are as follows:

2. Pricing Terms.

3. Commitment Expiration and Availability.

4. Form of Financing.

The Incremental Term Loan will be established through Amendment No. 3 to the Existing Credit Agreement. Amendment No. 3 will incorporate the Incremental Term Loan into the existing credit facility, with the proceeds of the Incremental Term Loan to be used solely to finance a portion of the Purchase Price and to pay fees and expenses incurred in connection with the transactions contemplated by the Agreement.

5. Conditions to Funding.

The obligation of the lenders to fund the Incremental Term Loan is subject to the satisfaction of customary conditions precedent, including, without limitation:

(a) execution and delivery of the definitive Asset Purchase Agreement by the parties thereto;

(b) execution and delivery of Amendment No. 3 to the Existing Credit Agreement by Buyer and the requisite lenders;

(c) delivery of all closing deliverables required under the Existing Credit Agreement and Amendment No. 3, including officer's certificates, organizational documents, good standing certificates, and evidence of insurance;

(d) delivery of a legal opinion from Calderwood & Harkness LLP, counsel to Buyer, in form and substance reasonably satisfactory to the Administrative Agent;

(e) delivery of a perfection certificate and evidence of the filing of UCC financing statements and other collateral documentation necessary to perfect the security interests of the lenders in the Purchased Assets;

(f) satisfaction of the closing conditions set forth in Article VII of the Agreement (or waiver thereof by the applicable party);

(g) accuracy in all material respects of the representations and warranties of Buyer contained in the credit documentation as of the Closing Date;

(h) no default or event of default under the Existing Credit Agreement (as amended by Amendment No. 3) shall have occurred and be continuing or would result from the funding of the Incremental Term Loan;

(i) compliance on a pro forma basis with the financial covenants set forth in the Existing Credit Agreement after giving effect to the acquisition and the incurrence of the Incremental Term Loan; and

(j) receipt by the Administrative Agent of the Closing Funds Flow Memorandum in form and substance reasonably satisfactory to the Administrative Agent.

Sub-Schedule 4.5(b) — Equity Financing

1. Description of the Equity Contribution.

In addition to the Debt Financing described in Sub-Schedule 4.5(a) above, Buyer will fund a portion of the Purchase Price through an equity contribution from its sole member. The material terms and details of the equity contribution are as follows:

2. Conditions to Equity Funding.

The obligation of Ridgeway Capital Partners Fund III, LP to fund its equity commitment is subject to the satisfaction of customary conditions, including:

(a) execution of the definitive Asset Purchase Agreement by the parties thereto;

(b) satisfaction or waiver of the closing conditions set forth in Article VII of the Agreement;

(d) the absence of any injunction, order, or Law prohibiting the consummation of the transactions contemplated by the Agreement.

The Equity Commitment Letter does not contain any financing condition, market flex provision, or other condition that would permit Ridgeway Capital Partners Fund III, LP to decline to fund its equity commitment, other than the conditions expressly described above. Buyer has no reason to believe that any condition to the funding of the equity commitment will not be satisfied on or prior to the Closing Date.

Sub-Schedule 4.5(c) — Sources and Uses Summary

Sources of Funds:

Reconciliation: Total Sources of $180,000,000, comprised of $130,000,000 in Debt Financing and $50,000,000 in Equity Financing, equals the aggregate Purchase Price of $180,000,000.

Uses of Funds:

Purchase Price Adjustments. The cash consideration payable to Seller at Closing is subject to adjustment in accordance with Section 2.5 of the Agreement for: (i) Net Working Capital (based on the Estimated Closing Statement to be delivered by Seller at least three (3) Business Days prior to Closing); (ii) Indebtedness of Seller outstanding as of the Closing; (iii) unpaid Transaction Expenses of Seller; and (iv) Cash of Seller as of the Closing. The final Purchase Price will be determined following the post-Closing adjustment process set forth in Section 2.6 of the Agreement.

Payoff of Seller's Existing Indebtedness. For informational purposes, Buyer notes that the payoff of Allegheny Valley Packaging, Inc.'s existing indebtedness — consisting of approximately $14,200,000 outstanding under its revolving credit facility with Merchants & Traders Bank — is an obligation of Seller and constitutes an Excluded Liability under the Agreement. Such indebtedness will be deducted from amounts otherwise payable to Seller at Closing, or will be paid directly from closing proceeds, in accordance with the Closing Funds Flow Memorandum to be agreed upon by the parties prior to Closing. Buyer shall have no obligation with respect to such indebtedness following Closing.

SCHEDULE 4.6

Brokers and Finders

The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.6 of the Agreement:

1. No Broker, Finder, or Investment Banker Engaged by Buyer. Buyer has not engaged, retained, or employed any broker, finder, financial advisor, or investment banker in connection with the transactions contemplated by the Agreement, and no such person is entitled to receive any brokerage commission, finder's fee, financial advisory fee, or similar compensation from Buyer in connection with such transactions.

2. Advisors Engaged by Buyer. For informational purposes, the following advisors have been engaged by Buyer in connection with the transactions contemplated by the Agreement. None of the following engagements involves the payment of any brokerage commission, finder's fee, or investment banking fee:

(a) Legal Counsel:

(b) Accounting / Financial Diligence Advisor:

(d) Representations and Warranties Insurance Broker:

3. Seller's Investment Banker. Buyer acknowledges that Seller has engaged Veltrano Hargrave & Co. (Managing Director: Warren T. Blackwell) as its investment banker in connection with the transactions contemplated by the Agreement. Any fees, commissions, or other compensation payable to Veltrano Hargrave & Co. in connection with the transactions constitute Transaction Expenses of Seller and are Excluded Liabilities under the Agreement. Buyer shall have no obligation or liability with respect to such fees, commissions, or compensation.

SCHEDULE 4.7

Solvency

The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.7 of the Agreement:

Exceptions:

None.

Buyer confirms that, immediately after giving effect to the transactions contemplated by the Agreement — including the payment of the Purchase Price, the incurrence of the $130,000,000 Incremental Term Loan under the Existing Credit Agreement, the receipt of the $50,000,000 equity contribution from Ridgeway Capital Partners Fund III, LP, and the assumption of the Assumed Liabilities — Buyer will be Solvent (as such term is defined in Section 1.1 of the Agreement).

In support of this confirmation, Buyer notes the following:

(a) Buyer's trailing twelve-month consolidated revenue (for the twelve-month period ended March 31, 2025) was approximately $620,000,000.

(b) Buyer currently operates six manufacturing and distribution facilities across the States of Ohio, Indiana, and Kentucky, with an aggregate workforce of approximately 1,400 employees.

(c) Buyer's existing operations are profitable and generate sufficient cash flow to service Buyer's existing indebtedness and fund its ongoing operations and capital expenditure requirements.

(d) The financial projections prepared by Buyer's management, and reviewed by Hargrove Thornton LLP in connection with the due diligence process, demonstrate that Buyer, after giving pro forma effect to the transactions (including the addition of the acquired Allegheny Valley Packaging business), will have adequate capital and liquidity to pay its debts as they become due in the ordinary course of business and to fund its anticipated business operations and capital expenditure requirements.

Buyer expects to deliver a solvency certificate at Closing, executed by Buyer's Chief Financial Officer, Priya Mehta, in the form attached to the Agreement as Exhibit D, confirming Buyer's Solvency as of the Closing Date after giving effect to the transactions.

SCHEDULE 4.8

R&W Insurance Policy

The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.8 of the Agreement:

1. Representations and Warranties Insurance Policy.

Buyer has obtained (or is in the process of binding) a buyer-side representations and warranties insurance policy (the "R&W Policy") in connection with the transactions contemplated by the Agreement. The material terms and details of the R&W Policy are as follows:

2. Policy Status.

The R&W Policy has been bound in connection with the execution of the Agreement. The R&W Policy will become effective upon the occurrence of the Closing. In the event that the Closing does not occur and the Agreement is terminated in accordance with its terms, the R&W Policy will not become effective, and Buyer's sole obligation will be to pay any non-refundable portion of the underwriting fee and premium deposit, if applicable, in accordance with the terms of the policy binder.

3. Interaction with APA Indemnification Framework.

The R&W Policy is intended to supplement, and not to replace, Seller's indemnification obligations under Article IX of the Agreement. For reference, the key parameters of Seller's indemnification obligations under the Agreement are as follows:

The R&W Policy provides coverage for Losses arising from breaches of Seller's representations and warranties in the Agreement, subject to the terms, conditions, exclusions, and limitations set forth in the R&W Policy. Buyer acknowledges that the R&W Policy contains certain customary exclusions, including exclusions for matters disclosed in Seller's Disclosure Schedules, known matters identified prior to Closing, and certain specified categories of risk as set forth in the policy. The R&W Policy is subject to subrogation limitations that restrict the carrier's ability to subrogate against Seller, except in the case of fraud.

EXHIBIT A

Limited Guarantee

Reference is hereby made to the Limited Guarantee to be delivered by Ridgeway Capital Partners Fund III, LP (acting by and through its general partner, Ridgeway Capital GP III LLC, a Delaware limited liability company) in favor of Allegheny Valley Packaging, Inc. (the "Limited Guarantee").

Pursuant to the Limited Guarantee, Ridgeway Capital Partners Fund III, LP will guarantee certain payment obligations of Buyer under the Agreement, including, without limitation:

(a) the Reverse Termination Fee, if and to the extent payable by Buyer pursuant to Section 8.3(b) of the Agreement;

(b) the reimbursement obligations of Buyer under Section 8.3(c) of the Agreement; and

The maximum aggregate liability of Ridgeway Capital Partners Fund III, LP under the Limited Guarantee shall not exceed the amount set forth therein.

The form of Limited Guarantee is attached to the Agreement as Exhibit G. A fully executed copy of the Limited Guarantee will be delivered to Seller at or prior to Closing in accordance with Section 7.3 of the Agreement.

EXHIBIT B

Equity Commitment Letter

Reference is hereby made to the Equity Commitment Letter, dated April 22, 2025, from Ridgeway Capital Partners Fund III, LP (acting by and through its general partner, Ridgeway Capital GP III LLC) to Crestline Packaging Solutions LLC, pursuant to which Ridgeway Capital Partners Fund III, LP has committed to contribute Fifty Million Dollars ($50,000,000) in equity to Buyer to fund a portion of the Purchase Price payable in connection with the transactions contemplated by the Agreement (the "Equity Commitment Letter").

The Equity Commitment Letter is subject to the conditions described in Sub-Schedule 4.5(b) of these Buyer's Disclosure Schedules.

A copy of the Equity Commitment Letter is attached hereto as Exhibit B. The Equity Commitment Letter is incorporated by reference into these Buyer's Disclosure Schedules solely for informational purposes and to satisfy the disclosure requirements of the Agreement. The terms of the Equity Commitment Letter are qualified in their entirety by reference to the full text thereof.

SIGNATURE PAGE TO BUYER'S DISCLOSURE SCHEDULES

IN WITNESS WHEREOF, the undersigned has caused these Buyer's Disclosure Schedules to be executed and delivered as of the date first set forth in the Agreement.

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Thomas R. Garner

Title: Chief Executive Officer

Date: June 15, 2025

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Sandra K. Liu

Title: General Counsel

Date: June 15, 2025

Address for Notices to Buyer:

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

Attention: Sandra K. Liu, General Counsel

Telephone: (330) 555-4200

Email: sliu@crestlinepackaging.com

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

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

Attention: Harrison Wexford

Telephone: (212) 848-7300

Email: hwexford@calderwoodharkness.com

Reference: Matter No. 1006-00006

CONFIDENTIAL — These Buyer's Disclosure Schedules contain confidential and proprietary information of Crestline Packaging Solutions LLC and its affiliates. Distribution, reproduction, or use of these Buyer's Disclosure Schedules, in whole or in part, without the prior written consent of Buyer is strictly prohibited. These Buyer's Disclosure Schedules are subject to the confidentiality provisions set forth in Section 6.5 of the Agreement.

Item	Detail
Full Legal Name	Crestline Packaging Solutions LLC
Entity Type	Limited liability company
Jurisdiction of Organization	State of Ohio
Date of Formation	March 8, 2018
Ohio Secretary of State Filing No.	4287653
Employer Identification Number (EIN)	84-3291047
Item	Detail
Registered Agent	Capitol Statutory Services Inc.
Address	65 East Ashbury Asset Advisors, Columbus, OH 43215
Telephone	(614) 555-0890
Item	Detail
Address	4100 Commerce Parkway, Suite 800, Akron, OH 44308
Telephone	(330) 555-4200
Facsimile	(330) 555-4201
Jurisdiction	Filing Number	Date of Qualification	Status
State of Indiana	2019-071428	June 14, 2019	Active / Good Standing
Commonwealth of Kentucky	0985214	September 3, 2020	Active / Good Standing
Item	Detail
Name	Ridgeway Capital Partners Fund III, LP
Entity Type	Limited partnership
Jurisdiction of Organization	State of Delaware
EIN	83-2107594
Principal Office	277 Park Avenue, 38th Floor, New York, NY 10172
General Partner	Ridgeway Capital GP III LLC, a Delaware limited liability company

Name	Title
Thomas R. Garner	Chief Executive Officer
Priya Mehta	Chief Financial Officer
Sandra K. Liu	General Counsel
Item	Detail
Facility Type	Incremental term loan under Section 2.14 of the Existing Credit Agreement
Aggregate Principal Amount	$130,000,000
Underlying Credit Agreement	Credit Agreement, dated as of November 15, 2021, as amended
Administrative Agent and Lead Arranger	Pinnacle National Bank, N.A.
Administrative Agent Address	1200 Euclid Avenue, Cleveland, OH 44115
Relationship Manager	Katherine M. Sweeney
Syndicate Lender 1	Commonwealth Merchant Bank
Syndicate Lender 2	Heartland Commercial Finance LLC
Commitment Letter Reference	PCL-2025-04-1187
Commitment Letter Date	April 22, 2025
Item	Detail
Interest Rate	SOFR + 375 basis points per annum
SOFR Floor	50 basis points
Ticking Fee	25 basis points per annum on undrawn commitments, commencing 60 days after the date of the Commitment Letter (i.e., commencing June 21, 2025)
Default Rate	An additional 200 basis points per annum above the otherwise applicable rate
Item	Detail
Commitment Expiration Date	August 20, 2025 (120 days from the date of the Commitment Letter)
Availability	Single draw at Closing
Item	Detail
Source	Ridgeway Capital Partners Fund III, LP

Entity Type	Delaware limited partnership
EIN	83-2107594
General Partner	Ridgeway Capital GP III LLC, a Delaware limited liability company
Managing Partners	Julian C. Adler and Francesca DiNardo
Principal Office	277 Park Avenue, 38th Floor, New York, NY 10172
Equity Contribution Amount	$50,000,000
Equity Commitment Letter Date	April 22, 2025
Source	Amount
Incremental Term Loan (Pinnacle National Bank, N.A., as Administrative Agent)	$130,000,000
Equity Contribution (Ridgeway Capital Partners Fund III, LP)	$50,000,000
Total Sources	$180,000,000
Use	Amount
Cash consideration to Seller at Closing (Purchase Price less the Escrow Amount, subject to the Purchase Price adjustments described below)	$171,000,000 (estimated)
Escrow deposit with Atlantic Fiduciary Trust Company (5% of Purchase Price)	$9,000,000
Total Uses	$180,000,000
Item	Detail
Firm	Calderwood & Harkness LLP
Address	600 Lexington Avenue, 30th Floor, New York, NY 10022
Responsible Partner	Harrison Wexford
Matter No.	1006-00006
Item	Detail
Firm	Hargrove Thornton LLP
Address	200 Public Square, Suite 1900, Cleveland, OH 44114
Engagement Partner	Steven M. Raines
Item	Detail

Firm	Greenvale Environmental Sciences LLC
Address	7200 Wisconsin Avenue, Suite 300, Bethesda, MD 20814
Project Lead	Dr. Alicia Fernandez
Item	Detail
Firm	Greystone Marsh Advisory LLC
Address	399 Park Avenue, 16th Floor, New York, NY 10022
Broker	Philip J. Tanaka
Item	Detail
Carrier	Northbridge Specialty Insurance Company
Policy Number	NSW-2025-07812
Coverage Limit	$18,000,000 (representing 10% of the $180,000,000 Purchase Price)
Retention (Initial)	$1,800,000 (representing 1% of the Purchase Price)
Retention (After 12 Months Post-Closing)	$900,000 (50% drop-down)
Estimated Premium	$540,000 (3.0% rate on the $18,000,000 coverage limit)
Underwriting Fee	$50,000
Applicable Taxes	As determined under applicable law
Premium Allocation	100% borne by Buyer
Broker	Greystone Marsh Advisory LLC
Broker Contact	Philip J. Tanaka
Broker Address	399 Park Avenue, 16th Floor, New York, NY 10022
Indemnification Parameter	Detail
Overall Cap on Seller's Indemnification Liability	25% of the Purchase Price ($45,000,000)
General Basket (Deductible)	0.75% of the Purchase Price ($1,350,000), on a tipping basis
De Minimis Threshold	$50,000 per individual claim
Fundamental Representations Cap	100% of the Purchase Price ($180,000,000)

Survival Period — General Representations	18 months following the Closing Date
Survival Period — Fundamental Representations	36 months following the Closing Date
Survival Period — Tax Representations	60 days after the expiration of the applicable statute of limitations (including extensions)

BUYER'S DISCLOSURE SCHEDULES TO ASSET PURCHASE AGREEMENT
CONFIDENTIAL
These Disclosure Schedules (the "Buyer's Disclosure Schedules") are delivered by Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer"), pursuant to and in connection with that certain Asset Purchase Agreement, dated as of June 15, 2025 (the "Agreement"), by and between Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller").
The Agreement governs the acquisition by Buyer of substantially all of the assets of Allegheny Valley Packaging, Inc. for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) (the "Purchase Price"), subject to the adjustments and terms set forth therein. These Buyer's Disclosure Schedules form an integral part of the Agreement and are incorporated therein by reference.
The Agreement and these Buyer's Disclosure Schedules shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
INTRODUCTORY NOTES AND QUALIFICATIONS
The following introductory notes and qualifications apply to and are an integral part of each of the Buyer's Disclosure Schedules set forth herein. In the event of any conflict between these introductory notes and qualifications and any specific disclosure set forth in any individual Schedule, the specific disclosure shall control.
1. Cross-References and General Applicability. These Buyer's Disclosure Schedules are arranged in sections and subsections corresponding to the numbered sections and subsections of Article IV of the Agreement to which they relate. Notwithstanding the foregoing, any information set forth in one section or subsection of these Buyer's Disclosure Schedules shall be deemed to apply to and qualify any other section or subsection of the Agreement to the extent that the relevance of such information to such other section or subsection is reasonably apparent on its face, regardless of whether a specific cross-reference is made. The parties acknowledge that disclosures set forth in one Schedule may have relevance to representations and warranties contained in other sections of the Agreement, and no inference shall be drawn from the absence of an explicit cross-reference.
2. No Admission of Materiality. The inclusion of any item, matter, or information in these Buyer's Disclosure Schedules does not constitute an admission by Buyer that such item, matter, or information is material or is required to be disclosed under the Agreement, nor shall the inclusion of any such item, matter, or information establish a standard of materiality for any purpose whatsoever, including for purposes of determining whether a breach of any representation, warranty, covenant, or agreement contained in the Agreement has occurred or whether any condition to Closing has been satisfied. Matters may be disclosed herein solely for informational purposes and as a matter of prudent practice, and the disclosure of any such matters shall not be deemed to enlarge the scope of any representation or warranty made by Buyer in the Agreement.
3. No Third-Party Rights. These Buyer's Disclosure Schedules are not intended to, and shall not, create any rights in any third party. No person other than the parties to the Agreement (and their respective permitted successors and assigns) shall be entitled to rely upon the disclosures set forth herein for any purpose whatsoever.
4. Headings. The headings and captions contained in these Buyer's Disclosure Schedules are for convenience of reference only and shall not affect the meaning, interpretation, or construction of the disclosures set forth herein.
5. Currency. All dollar amounts set forth in these Buyer's Disclosure Schedules are expressed in United States dollars unless otherwise specified.
6. Knowledge Qualifier. Where these Buyer's Disclosure Schedules refer to the "knowledge" of Buyer, such reference shall have the meaning ascribed to the term "Knowledge of Buyer" as defined in Section 1.1 of the Agreement.
7. Documents Referenced. Certain documents, agreements, and instruments are referenced in these Buyer's Disclosure Schedules. Such references are qualified in their entirety by the actual terms of the referenced documents, agreements, and instruments, and the descriptions contained herein are summary in nature and do not purport to be complete. In the event of any discrepancy between a summary description contained herein and the terms of the referenced document, the terms of the referenced document shall control.
8. Preparation. These Buyer's Disclosure Schedules have been prepared by Calderwood & Harkness LLP, counsel to Buyer, in coordination with Sandra K. Liu, General Counsel of Crestline Packaging Solutions LLC. Inquiries regarding the contents of these Buyer's Disclosure Schedules should be directed to Harrison Wexford at Calderwood & Harkness LLP (telephone: (212) 848-7300; email: hwexford@calderwoodharkness.com) or to Sandra K. Liu at Crestline Packaging Solutions LLC (telephone: (330) 555-4200; email: sliu@crestlinepackaging.com).
SCHEDULE 4.1
Organization, Good Standing, and Qualification of Buyer
The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.1 of the Agreement:
1. Legal Name and Entity Information.
2. Registered Agent.
3. Principal Office / Headquarters.
4. Good Standing. Buyer confirms that it is duly organized, validly existing, and in good standing under the laws of the State of Ohio. A certificate of good standing issued by the Ohio Secretary of State, dated as of June 10, 2025, has been obtained and will be delivered at Closing as part of the Buyer's closing deliverables pursuant to Section 7.3 of the Agreement.
5. Foreign Qualifications. Buyer is duly qualified or registered to do business as a foreign limited liability company and is in good standing in each of the following jurisdictions:
Buyer's existing qualifications in Indiana and Kentucky correspond to its plant operations in those states.
6. Pending Foreign Qualification — Commonwealth of Pennsylvania.
Buyer is not currently qualified or registered to do business in the Commonwealth of Pennsylvania. In connection with the acquisition of the Purchased Assets, including the real property assets located in Butler, Pennsylvania (the "Butler Facility") and Meadville, Pennsylvania (the "Meadville Facility"), Buyer will be required to obtain a certificate of authority to transact business in the Commonwealth of Pennsylvania from the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. Buyer intends to file the requisite application for a certificate of authority prior to or upon Closing. This filing requirement is cross-referenced in Schedule 4.3(b) (Required Governmental Filings, Consents, and Approvals).
Buyer does not believe that the pendency of this qualification filing will prevent or materially delay the consummation of the transactions contemplated by the Agreement. Calderwood & Harkness LLP has engaged Pennsylvania local counsel, Hartfield & Predding LLP, to prepare and file the necessary application on an expedited basis.
SCHEDULE 4.2
Authority and Due Authorization
The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.2 of the Agreement:
1. Due Authorization. The execution, delivery, and performance by Buyer of the Agreement and each of the Ancillary Agreements to which Buyer is or will be a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary limited liability company action on the part of Buyer. Such authorization includes the requisite approval by Buyer's members and managers in accordance with the terms of Buyer's Amended and Restated Operating Agreement, dated as of March 8, 2018, as amended through the date hereof (the "Operating Agreement").
2. Sole Member.
The sole member of Crestline Packaging Solutions LLC is:
Ridgeway Capital Partners Fund III, LP acts through its general partner, Ridgeway Capital GP III LLC, with respect to all actions taken in its capacity as the sole member of Buyer. The managing partners of Ridgeway Capital Partners are Julian C. Adler and Francesca DiNardo.
3. Member/Manager Resolutions. Resolutions of the sole member of Buyer (acting through its general partner) and resolutions of the managers of Buyer authorizing the execution, delivery, and performance of the Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated thereby, were duly adopted on June 12, 2025. Certified copies of such resolutions will be delivered at Closing by Buyer as part of the Secretary's Certificate of Buyer pursuant to Section 7.3(d) of the Agreement.
4. Authorized Signatories. The following officers of Buyer are authorized to execute and deliver the Agreement and the Ancillary Agreements, and all other documents, instruments, and certificates required to be delivered by Buyer in connection with the transactions contemplated thereby:
Each of the foregoing officers has been duly appointed and is currently serving in the capacity indicated. Incumbency certificates with specimen signatures of the foregoing officers will be delivered at Closing as part of the Secretary's Certificate of Buyer.
SCHEDULE 4.3
No Conflicts; Required Consents and Approvals
The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.3 of the Agreement:
Sub-Schedule 4.3(a) — Conflicts
The execution and delivery of the Agreement and each of the Ancillary Agreements to which Buyer is or will be a party, and the consummation of the transactions contemplated thereby, will not: (i) conflict with, result in a breach of, or constitute (with or without notice or lapse of time, or both) a default under, any provision of the Certificate of Formation or Operating Agreement of Buyer; (ii) result in the creation or imposition of any Lien upon any of the assets of Buyer (other than Permitted Liens); or (iii) conflict with or violate any Law or Order applicable to Buyer, except in each case as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Agreement.
Exceptions:
None.
Sub-Schedule 4.3(b) — Required Governmental Filings, Consents, and Approvals
The following governmental filings, consents, notices, registrations, permits, authorizations, and approvals are or may be required to be made, obtained, or given in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby:
1. Hart-Scott-Rodino Act.
A filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission, is not required in connection with the transactions contemplated by the Agreement. Calderwood & Harkness LLP has conducted a comprehensive filing threshold analysis and has determined that no HSR Act filing is required. Specifically, the analysis considered the applicable size-of-person and size-of-transaction thresholds under the HSR Act, as adjusted effective February 27, 2025, in light of the asset carve-out analysis (taking into account the Excluded Assets as defined in Section 2.2 of the Agreement). Based on this analysis, the value of the Purchased Assets to be acquired by Buyer does not exceed the applicable filing thresholds when the Excluded Assets are properly excluded from the calculation, and the size-of-person test is not satisfied after application of the relevant exemptions. Buyer reserves the right to update this analysis if circumstances change prior to Closing.
2. Pennsylvania Department of State — Foreign Qualification.
Buyer is required to file an application for a certificate of authority to transact business as a foreign limited liability company in the Commonwealth of Pennsylvania with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, in connection with Buyer's operation of the Butler Facility and the Meadville Facility following Closing. This filing is expected to be made prior to or concurrent with Closing. See also Schedule 4.1 above.
3. Ohio Secretary of State.
Any filings required with the Ohio Secretary of State in connection with amendments to Buyer's Certificate of Formation or Operating Agreement, if applicable, in connection with the transactions contemplated by the Agreement. As of the date hereof, no such amendments are anticipated to be required, and no such filings are expected to be necessary.
Sub-Schedule 4.3(c) — Third-Party Consents
The following third-party consents, waivers, approvals, or non-objections are or may be required to be obtained in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby:
1. Existing Credit Agreement — Pinnacle National Bank, N.A.
Credit Agreement: Credit Agreement, dated as of November 15, 2021, among Crestline Packaging Solutions LLC, as borrower, the lenders from time to time party thereto, and Pinnacle National Bank, N.A., as Administrative Agent and Lead Arranger (as amended by Amendment No. 1, dated March 22, 2023, and Amendment No. 2, dated August 10, 2024, the "Existing Credit Agreement").
Reference Number: PCL-2025-04-1187.
Nature of Consent Required: The incurrence of the $130,000,000 incremental term loan facility contemplated by Amendment No. 3 to the Existing Credit Agreement, and the consummation of the acquisition of substantially all of the assets of Allegheny Valley Packaging, Inc., require compliance with the terms and conditions of the Existing Credit Agreement. Specifically:
(a) The Existing Credit Agreement contains an incremental facility provision (Section 2.14) that permits the incurrence of additional term loan facilities subject to, among other things, satisfaction of a pro forma leverage ratio test, delivery of certain financial certifications, and consent or non-objection of the existing lenders (to the extent required under the applicable incremental joinder mechanics).
(b) The acquisition of the Purchased Assets constitutes a "Permitted Acquisition" under the Existing Credit Agreement, subject to compliance with the financial covenants set forth therein (including the maximum Total Net Leverage Ratio of 4.50:1.00 and the minimum Interest Coverage Ratio of 2.50:1.00, in each case on a pro forma basis after giving effect to the acquisition and the incurrence of the incremental term loan).
(c) The consent and/or conditions precedent required under the Existing Credit Agreement are being addressed through Amendment No. 3 to the Existing Credit Agreement, which will establish the $130,000,000 incremental term loan and provide for the related amendments to the Existing Credit Agreement, including the addition of the Purchased Assets (including the Butler and Meadville real property) to the collateral package.
Status: Amendment No. 3 is currently being negotiated and documented. Pinnacle National Bank, N.A. has provided indicative approval, subject to completion of final documentation, satisfaction of conditions precedent, and execution by the requisite lenders. Buyer expects Amendment No. 3 to be fully executed and effective on or prior to the Closing Date.
2. Syndicate Lenders — Commonwealth Merchant Bank and Heartland Commercial Finance LLC.
Commonwealth Merchant Bank and Heartland Commercial Finance LLC are syndicate lenders under the Existing Credit Agreement. To the extent that the incremental joinder mechanics under Section 2.14 of the Existing Credit Agreement require consent, approval, or non-objection of existing lenders (including with respect to the identity of the incremental lenders and the terms of the incremental term loan), such consent or non-objection is being sought in connection with the negotiation and execution of Amendment No. 3. Both Commonwealth Merchant Bank and Heartland Commercial Finance LLC have been engaged in discussions regarding the proposed amendment and are expected to provide their consent or non-objection on or prior to the Closing Date.
3. Equity Commitment Letter — Ridgeway Capital Partners Fund III, LP.
Pursuant to the Equity Commitment Letter, dated April 22, 2025, Ridgeway Capital Partners Fund III, LP has committed to contribute $50,000,000 in equity to Buyer to fund a portion of the Purchase Price. The obligation of Ridgeway Capital Partners Fund III, LP to fund its equity commitment is subject to the satisfaction of customary conditions, including: (a) execution of the definitive Asset Purchase Agreement by the parties thereto; (b) satisfaction or waiver of the closing conditions set forth in Article VII of the Agreement; (c) the contemporaneous funding of the Debt Financing; and (d) the absence of any injunction or order prohibiting the consummation of the transactions. As of the date hereof, Buyer believes that all such conditions will be satisfied on or prior to the Closing Date.
SCHEDULE 4.4
Litigation and Proceedings
The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.4 of the Agreement:
Pending or Threatened Actions. There are no actions, suits, claims, arbitrations, investigations, or proceedings pending or, to the Knowledge of Buyer, threatened against Buyer or any of its Affiliates before any court, arbitrator, or Governmental Authority that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Agreement or that would reasonably be expected to have a material adverse effect on Buyer's ability to perform its obligations under the Agreement or any Ancillary Agreement.
Exceptions:
None.
Note: For the avoidance of doubt, this Schedule 4.4 does not address routine commercial disputes, employment matters, workers' compensation claims, or regulatory inquiries that arise in the ordinary course of Buyer's business and that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer's ability to consummate the transactions contemplated by the Agreement. Nothing in this Schedule 4.4 shall be deemed a representation regarding any matters other than those specifically covered by Section 4.4 of the Agreement.
SCHEDULE 4.5
Financing
The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.5 of the Agreement:
Sub-Schedule 4.5(a) — Debt Financing
1. Description of the Incremental Term Loan.
Buyer intends to finance a portion of the Purchase Price through the incurrence of an incremental term loan facility in the aggregate principal amount of $130,000,000 (the "Incremental Term Loan") under the Existing Credit Agreement, to be established pursuant to Amendment No. 3 to the Existing Credit Agreement. The material terms and details of the Incremental Term Loan are as follows:
2. Pricing Terms.
3. Commitment Expiration and Availability.
4. Form of Financing.
The Incremental Term Loan will be established through Amendment No. 3 to the Existing Credit Agreement. Amendment No. 3 will incorporate the Incremental Term Loan into the existing credit facility, with the proceeds of the Incremental Term Loan to be used solely to finance a portion of the Purchase Price and to pay fees and expenses incurred in connection with the transactions contemplated by the Agreement.
5. Conditions to Funding.
The obligation of the lenders to fund the Incremental Term Loan is subject to the satisfaction of customary conditions precedent, including, without limitation:
(a) execution and delivery of the definitive Asset Purchase Agreement by the parties thereto;
(b) execution and delivery of Amendment No. 3 to the Existing Credit Agreement by Buyer and the requisite lenders;
(c) delivery of all closing deliverables required under the Existing Credit Agreement and Amendment No. 3, including officer's certificates, organizational documents, good standing certificates, and evidence of insurance;
(d) delivery of a legal opinion from Calderwood & Harkness LLP, counsel to Buyer, in form and substance reasonably satisfactory to the Administrative Agent;
(e) delivery of a perfection certificate and evidence of the filing of UCC financing statements and other collateral documentation necessary to perfect the security interests of the lenders in the Purchased Assets;
(f) satisfaction of the closing conditions set forth in Article VII of the Agreement (or waiver thereof by the applicable party);
(g) accuracy in all material respects of the representations and warranties of Buyer contained in the credit documentation as of the Closing Date;
(h) no default or event of default under the Existing Credit Agreement (as amended by Amendment No. 3) shall have occurred and be continuing or would result from the funding of the Incremental Term Loan;
(i) compliance on a pro forma basis with the financial covenants set forth in the Existing Credit Agreement after giving effect to the acquisition and the incurrence of the Incremental Term Loan; and
(j) receipt by the Administrative Agent of the Closing Funds Flow Memorandum in form and substance reasonably satisfactory to the Administrative Agent.
Sub-Schedule 4.5(b) — Equity Financing
1. Description of the Equity Contribution.
In addition to the Debt Financing described in Sub-Schedule 4.5(a) above, Buyer will fund a portion of the Purchase Price through an equity contribution from its sole member. The material terms and details of the equity contribution are as follows:
2. Conditions to Equity Funding.
The obligation of Ridgeway Capital Partners Fund III, LP to fund its equity commitment is subject to the satisfaction of customary conditions, including:
(a) execution of the definitive Asset Purchase Agreement by the parties thereto;
(b) satisfaction or waiver of the closing conditions set forth in Article VII of the Agreement;
(c) the contemporaneous funding of the Debt Financing; and
(d) the absence of any injunction, order, or Law prohibiting the consummation of the transactions contemplated by the Agreement.
The Equity Commitment Letter does not contain any financing condition, market flex provision, or other condition that would permit Ridgeway Capital Partners Fund III, LP to decline to fund its equity commitment, other than the conditions expressly described above. Buyer has no reason to believe that any condition to the funding of the equity commitment will not be satisfied on or prior to the Closing Date.
Sub-Schedule 4.5(c) — Sources and Uses Summary
Sources of Funds:
Reconciliation: Total Sources of $180,000,000, comprised of $130,000,000 in Debt Financing and $50,000,000 in Equity Financing, equals the aggregate Purchase Price of $180,000,000.
Uses of Funds:
Purchase Price Adjustments. The cash consideration payable to Seller at Closing is subject to adjustment in accordance with Section 2.5 of the Agreement for: (i) Net Working Capital (based on the Estimated Closing Statement to be delivered by Seller at least three (3) Business Days prior to Closing); (ii) Indebtedness of Seller outstanding as of the Closing; (iii) unpaid Transaction Expenses of Seller; and (iv) Cash of Seller as of the Closing. The final Purchase Price will be determined following the post-Closing adjustment process set forth in Section 2.6 of the Agreement.
Payoff of Seller's Existing Indebtedness. For informational purposes, Buyer notes that the payoff of Allegheny Valley Packaging, Inc.'s existing indebtedness — consisting of approximately $14,200,000 outstanding under its revolving credit facility with Merchants & Traders Bank — is an obligation of Seller and constitutes an Excluded Liability under the Agreement. Such indebtedness will be deducted from amounts otherwise payable to Seller at Closing, or will be paid directly from closing proceeds, in accordance with the Closing Funds Flow Memorandum to be agreed upon by the parties prior to Closing. Buyer shall have no obligation with respect to such indebtedness following Closing.
SCHEDULE 4.6
Brokers and Finders
The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.6 of the Agreement:
1. No Broker, Finder, or Investment Banker Engaged by Buyer. Buyer has not engaged, retained, or employed any broker, finder, financial advisor, or investment banker in connection with the transactions contemplated by the Agreement, and no such person is entitled to receive any brokerage commission, finder's fee, financial advisory fee, or similar compensation from Buyer in connection with such transactions.
2. Advisors Engaged by Buyer. For informational purposes, the following advisors have been engaged by Buyer in connection with the transactions contemplated by the Agreement. None of the following engagements involves the payment of any brokerage commission, finder's fee, or investment banking fee:
(a) Legal Counsel:
(b) Accounting / Financial Diligence Advisor:
(c) Environmental Consultant:
(d) Representations and Warranties Insurance Broker:
3. Seller's Investment Banker. Buyer acknowledges that Seller has engaged Veltrano Hargrave & Co. (Managing Director: Warren T. Blackwell) as its investment banker in connection with the transactions contemplated by the Agreement. Any fees, commissions, or other compensation payable to Veltrano Hargrave & Co. in connection with the transactions constitute Transaction Expenses of Seller and are Excluded Liabilities under the Agreement. Buyer shall have no obligation or liability with respect to such fees, commissions, or compensation.
SCHEDULE 4.7
Solvency
The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.7 of the Agreement:
Exceptions:
None.
Buyer confirms that, immediately after giving effect to the transactions contemplated by the Agreement — including the payment of the Purchase Price, the incurrence of the $130,000,000 Incremental Term Loan under the Existing Credit Agreement, the receipt of the $50,000,000 equity contribution from Ridgeway Capital Partners Fund III, LP, and the assumption of the Assumed Liabilities — Buyer will be Solvent (as such term is defined in Section 1.1 of the Agreement).
In support of this confirmation, Buyer notes the following:
(a) Buyer's trailing twelve-month consolidated revenue (for the twelve-month period ended March 31, 2025) was approximately $620,000,000.
(b) Buyer currently operates six manufacturing and distribution facilities across the States of Ohio, Indiana, and Kentucky, with an aggregate workforce of approximately 1,400 employees.
(c) Buyer's existing operations are profitable and generate sufficient cash flow to service Buyer's existing indebtedness and fund its ongoing operations and capital expenditure requirements.
(d) The financial projections prepared by Buyer's management, and reviewed by Hargrove Thornton LLP in connection with the due diligence process, demonstrate that Buyer, after giving pro forma effect to the transactions (including the addition of the acquired Allegheny Valley Packaging business), will have adequate capital and liquidity to pay its debts as they become due in the ordinary course of business and to fund its anticipated business operations and capital expenditure requirements.
Buyer expects to deliver a solvency certificate at Closing, executed by Buyer's Chief Financial Officer, Priya Mehta, in the form attached to the Agreement as Exhibit D, confirming Buyer's Solvency as of the Closing Date after giving effect to the transactions.
SCHEDULE 4.8
R&W Insurance Policy
The following information is disclosed with respect to the representations and warranties of Buyer set forth in Section 4.8 of the Agreement:
1. Representations and Warranties Insurance Policy.
Buyer has obtained (or is in the process of binding) a buyer-side representations and warranties insurance policy (the "R&W Policy") in connection with the transactions contemplated by the Agreement. The material terms and details of the R&W Policy are as follows:
2. Policy Status.
The R&W Policy has been bound in connection with the execution of the Agreement. The R&W Policy will become effective upon the occurrence of the Closing. In the event that the Closing does not occur and the Agreement is terminated in accordance with its terms, the R&W Policy will not become effective, and Buyer's sole obligation will be to pay any non-refundable portion of the underwriting fee and premium deposit, if applicable, in accordance with the terms of the policy binder.
3. Interaction with APA Indemnification Framework.
The R&W Policy is intended to supplement, and not to replace, Seller's indemnification obligations under Article IX of the Agreement. For reference, the key parameters of Seller's indemnification obligations under the Agreement are as follows:
The R&W Policy provides coverage for Losses arising from breaches of Seller's representations and warranties in the Agreement, subject to the terms, conditions, exclusions, and limitations set forth in the R&W Policy. Buyer acknowledges that the R&W Policy contains certain customary exclusions, including exclusions for matters disclosed in Seller's Disclosure Schedules, known matters identified prior to Closing, and certain specified categories of risk as set forth in the policy. The R&W Policy is subject to subrogation limitations that restrict the carrier's ability to subrogate against Seller, except in the case of fraud.
EXHIBIT A
Limited Guarantee
Reference is hereby made to the Limited Guarantee to be delivered by Ridgeway Capital Partners Fund III, LP (acting by and through its general partner, Ridgeway Capital GP III LLC, a Delaware limited liability company) in favor of Allegheny Valley Packaging, Inc. (the "Limited Guarantee").
Pursuant to the Limited Guarantee, Ridgeway Capital Partners Fund III, LP will guarantee certain payment obligations of Buyer under the Agreement, including, without limitation:
(a) the Reverse Termination Fee, if and to the extent payable by Buyer pursuant to Section 8.3(b) of the Agreement;
(b) the reimbursement obligations of Buyer under Section 8.3(c) of the Agreement; and
(c) such other obligations of Buyer as are expressly identified in the Limited Guarantee.
The maximum aggregate liability of Ridgeway Capital Partners Fund III, LP under the Limited Guarantee shall not exceed the amount set forth therein.
The form of Limited Guarantee is attached to the Agreement as Exhibit G. A fully executed copy of the Limited Guarantee will be delivered to Seller at or prior to Closing in accordance with Section 7.3 of the Agreement.
EXHIBIT B
Equity Commitment Letter
Reference is hereby made to the Equity Commitment Letter, dated April 22, 2025, from Ridgeway Capital Partners Fund III, LP (acting by and through its general partner, Ridgeway Capital GP III LLC) to Crestline Packaging Solutions LLC, pursuant to which Ridgeway Capital Partners Fund III, LP has committed to contribute Fifty Million Dollars ($50,000,000) in equity to Buyer to fund a portion of the Purchase Price payable in connection with the transactions contemplated by the Agreement (the "Equity Commitment Letter").
The Equity Commitment Letter is subject to the conditions described in Sub-Schedule 4.5(b) of these Buyer's Disclosure Schedules.
A copy of the Equity Commitment Letter is attached hereto as Exhibit B. The Equity Commitment Letter is incorporated by reference into these Buyer's Disclosure Schedules solely for informational purposes and to satisfy the disclosure requirements of the Agreement. The terms of the Equity Commitment Letter are qualified in their entirety by reference to the full text thereof.
SIGNATURE PAGE TO BUYER'S DISCLOSURE SCHEDULES
IN WITNESS WHEREOF, the undersigned has caused these Buyer's Disclosure Schedules to be executed and delivered as of the date first set forth in the Agreement.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Thomas R. Garner
Title: Chief Executive Officer
Date: June 15, 2025
or
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Sandra K. Liu
Title: General Counsel
Date: June 15, 2025
Address for Notices to Buyer:
Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308
Attention: Sandra K. Liu, General Counsel
Telephone: (330) 555-4200
Email: sliu@crestlinepackaging.com
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Attention: Harrison Wexford
Telephone: (212) 848-7300
Email: hwexford@calderwoodharkness.com
Reference: Matter No. 1006-00006
CONFIDENTIAL — These Buyer's Disclosure Schedules contain confidential and proprietary information of Crestline Packaging Solutions LLC and its affiliates. Distribution, reproduction, or use of these Buyer's Disclosure Schedules, in whole or in part, without the prior written consent of Buyer is strictly prohibited. These Buyer's Disclosure Schedules are subject to the confidentiality provisions set forth in Section 6.5 of the Agreement.
Item | Detail
Full Legal Name | Crestline Packaging Solutions LLC
Entity Type | Limited liability company
Jurisdiction of Organization | State of Ohio
Date of Formation | March 8, 2018
Ohio Secretary of State Filing No. | 4287653
Employer Identification Number (EIN) | 84-3291047
Item | Detail
Registered Agent | Capitol Statutory Services Inc.
Address | 65 East Ashbury Asset Advisors, Columbus, OH 43215
Telephone | (614) 555-0890
Item | Detail
Address | 4100 Commerce Parkway, Suite 800, Akron, OH 44308
Telephone | (330) 555-4200
Facsimile | (330) 555-4201
Jurisdiction | Filing Number | Date of Qualification | Status
State of Indiana | 2019-071428 | June 14, 2019 | Active / Good Standing
Commonwealth of Kentucky | 0985214 | September 3, 2020 | Active / Good Standing
Item | Detail
Name | Ridgeway Capital Partners Fund III, LP
Entity Type | Limited partnership
Jurisdiction of Organization | State of Delaware
EIN | 83-2107594
Principal Office | 277 Park Avenue, 38th Floor, New York, NY 10172
General Partner | Ridgeway Capital GP III LLC, a Delaware limited liability company
Name | Title
Thomas R. Garner | Chief Executive Officer
Priya Mehta | Chief Financial Officer
Sandra K. Liu | General Counsel
Item | Detail
Facility Type | Incremental term loan under Section 2.14 of the Existing Credit Agreement
Aggregate Principal Amount | $130,000,000
Underlying Credit Agreement | Credit Agreement, dated as of November 15, 2021, as amended
Administrative Agent and Lead Arranger | Pinnacle National Bank, N.A.
Administrative Agent Address | 1200 Euclid Avenue, Cleveland, OH 44115
Relationship Manager | Katherine M. Sweeney
Syndicate Lender 1 | Commonwealth Merchant Bank
Syndicate Lender 2 | Heartland Commercial Finance LLC
Commitment Letter Reference | PCL-2025-04-1187
Commitment Letter Date | April 22, 2025
Item | Detail
Interest Rate | SOFR + 375 basis points per annum
SOFR Floor | 50 basis points
Ticking Fee | 25 basis points per annum on undrawn commitments, commencing 60 days after the date of the Commitment Letter (i.e., commencing June 21, 2025)
Default Rate | An additional 200 basis points per annum above the otherwise applicable rate
Item | Detail
Commitment Expiration Date | August 20, 2025 (120 days from the date of the Commitment Letter)
Availability | Single draw at Closing
Item | Detail
Source | Ridgeway Capital Partners Fund III, LP
Entity Type | Delaware limited partnership
EIN | 83-2107594
General Partner | Ridgeway Capital GP III LLC, a Delaware limited liability company
Managing Partners | Julian C. Adler and Francesca DiNardo
Principal Office | 277 Park Avenue, 38th Floor, New York, NY 10172
Equity Contribution Amount | $50,000,000
Equity Commitment Letter Date | April 22, 2025
Source | Amount
Incremental Term Loan (Pinnacle National Bank, N.A., as Administrative Agent) | $130,000,000
Equity Contribution (Ridgeway Capital Partners Fund III, LP) | $50,000,000
Total Sources | $180,000,000
Use | Amount
Cash consideration to Seller at Closing (Purchase Price less the Escrow Amount, subject to the Purchase Price adjustments described below) | $171,000,000 (estimated)
Escrow deposit with Atlantic Fiduciary Trust Company (5% of Purchase Price) | $9,000,000
Total Uses | $180,000,000
Item | Detail
Firm | Calderwood & Harkness LLP
Address | 600 Lexington Avenue, 30th Floor, New York, NY 10022
Responsible Partner | Harrison Wexford
Matter No. | 1006-00006
Item | Detail
Firm | Hargrove Thornton LLP
Address | 200 Public Square, Suite 1900, Cleveland, OH 44114
Engagement Partner | Steven M. Raines
Item | Detail
Firm | Greenvale Environmental Sciences LLC
Address | 7200 Wisconsin Avenue, Suite 300, Bethesda, MD 20814
Project Lead | Dr. Alicia Fernandez
Item | Detail
Firm | Greystone Marsh Advisory LLC
Address | 399 Park Avenue, 16th Floor, New York, NY 10022
Broker | Philip J. Tanaka
Item | Detail
Carrier | Northbridge Specialty Insurance Company
Policy Number | NSW-2025-07812
Coverage Limit | $18,000,000 (representing 10% of the $180,000,000 Purchase Price)
Retention (Initial) | $1,800,000 (representing 1% of the Purchase Price)
Retention (After 12 Months Post-Closing) | $900,000 (50% drop-down)
Estimated Premium | $540,000 (3.0% rate on the $18,000,000 coverage limit)
Underwriting Fee | $50,000
Applicable Taxes | As determined under applicable law
Premium Allocation | 100% borne by Buyer
Broker | Greystone Marsh Advisory LLC
Broker Contact | Philip J. Tanaka
Broker Address | 399 Park Avenue, 16th Floor, New York, NY 10022
Indemnification Parameter | Detail
Overall Cap on Seller's Indemnification Liability | 25% of the Purchase Price ($45,000,000)
General Basket (Deductible) | 0.75% of the Purchase Price ($1,350,000), on a tipping basis
De Minimis Threshold | $50,000 per individual claim
Fundamental Representations Cap | 100% of the Purchase Price ($180,000,000)
Survival Period — General Representations | 18 months following the Closing Date
Survival Period — Fundamental Representations | 36 months following the Closing Date
Survival Period — Tax Representations | 60 days after the expiration of the applicable statute of limitations (including extensions)

BUYER'S DISCLOSURE SCHEDULES TO ASSET PURCHASE AGREEMENT

CONFIDENTIAL

INTRODUCTORY NOTES AND QUALIFICATIONS

SCHEDULE 4.1

SCHEDULE 4.2

SCHEDULE 4.3

SCHEDULE 4.4

SCHEDULE 4.5

SCHEDULE 4.6

SCHEDULE 4.7

SCHEDULE 4.8

EXHIBIT A

EXHIBIT B

SIGNATURE PAGE TO BUYER'S DISCLOSURE SCHEDULES

CRESTLINE PACKAGING SOLUTIONS LLC

CRESTLINE PACKAGING SOLUTIONS LLC

Record

Parties

Dates

Amounts