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LIMITED GUARANTEE

Dated as of June 15, 2025

RIDGEWAY CAPITAL PARTNERS FUND III, LP

a Delaware limited partnership

by its general partner

RIDGEWAY CAPITAL GP III LLC

a Delaware limited liability company

in favor of

ALLEGHENY VALLEY PACKAGING, INC.

a Pennsylvania corporation

In connection with that certain Asset Purchase Agreement dated as of June 15, 2025, by and between Crestline Packaging Solutions LLC, an Ohio limited liability company, and Allegheny Valley Packaging, Inc., a Pennsylvania corporation

LIMITED GUARANTEE

This LIMITED GUARANTEE (this "Limited Guarantee") is made and entered into as of June 15, 2025, by Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership (the "Guarantor"), acting by and through its general partner, Ridgeway Capital GP III LLC, a Delaware limited liability company (the "General Partner"), in favor of Allegheny Valley Packaging, Inc., a Pennsylvania corporation (the "Seller" or "Beneficiary").

RECITALS

WHEREAS, Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer"), and Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller"), have entered into that certain Asset Purchase Agreement dated as of June 15, 2025 (as it may be amended, modified, or supplemented from time to time in accordance with its terms and Section 6.6 hereof, the "Purchase Agreement" or "APA"), pursuant to which Buyer has agreed to acquire substantially all of the assets of Seller for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) (the "Purchase Price"), subject to customary working capital and other adjustments as more particularly set forth in the Purchase Agreement;

WHEREAS, Buyer is an indirect portfolio company of Guarantor, and Guarantor indirectly controls Buyer through its equity ownership interests in one or more intermediate holding entities. Ridgeway Capital Partners Fund III, LP is a Delaware limited partnership with its principal office located at 277 Park Avenue, 38th Floor, New York, New York 10172. Guarantor's predecessor fund vehicles and affiliated investment vehicles are engaged in the business of making private equity investments, and Fund III closed at aggregate capital commitments of approximately Two Billion Eight Hundred Million Dollars ($2,800,000,000) in 2020;

WHEREAS, the General Partner of Guarantor is Ridgeway Capital GP III LLC, a Delaware limited liability company, whose managing partners include Julian C. Adler and Francesca DiNardo, each of whom is authorized to execute documents on behalf of the General Partner and, through the General Partner, on behalf of Guarantor;

WHEREAS, as a material condition and inducement to Seller's willingness to enter into the Purchase Agreement with Buyer, and in consideration of the substantial benefits that will accrue to Guarantor as a result of the transactions contemplated by the Purchase Agreement, Guarantor has agreed to provide this Limited Guarantee to guarantee certain limited obligations of Buyer under the Purchase Agreement, on the terms and subject to the conditions and limitations set forth herein;

WHEREAS, Guarantor has also delivered to Buyer an Equity Commitment Letter dated April 22, 2025 (the "Equity Commitment Letter"), pursuant to which Guarantor has committed to contribute Fifty Million Dollars ($50,000,000) in equity capital to Buyer (or to one or more of its direct or indirect parent entities) in connection with the consummation of the transactions contemplated by the Purchase Agreement, which equity contribution, together with the proceeds of the debt financing described below, is intended to fund the Purchase Price and related transaction costs; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, the execution and delivery of the Purchase Agreement by Seller, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

SECTION 1 GUARANTEE

Section 1.1 — Limited Guarantee.

Guarantor hereby irrevocably and unconditionally guarantees to Seller, subject to the terms, conditions, and limitations set forth in this Limited Guarantee, the due and punctual payment and performance of the Guaranteed Obligations (as defined in Section 1.2 below). This Limited Guarantee constitutes a guarantee of payment and performance and not merely a guarantee of collection. Seller shall not be required to make any demand upon, or pursue or exhaust any of its rights or remedies against, Buyer or any other person or entity, or to pursue or exhaust any rights against any security or collateral, before, simultaneously with, or after enforcing its rights and remedies hereunder against Guarantor. Seller may, at any time and from time to time, proceed directly against Guarantor to collect and recover any and all amounts due in respect of the Guaranteed Obligations without first proceeding against Buyer, any other guarantor, or any security held by Seller or any other person. The obligations of Guarantor hereunder are primary obligations and are not contingent upon the pursuit of any remedies against Buyer or any other person.

Section 1.2 — Guaranteed Obligations.

As used in this Limited Guarantee, the term "Guaranteed Obligations" means the following payment obligations of Buyer arising under or in connection with the Purchase Agreement, and only the following payment obligations:

(a) Reverse Termination Fee. The Reverse Termination Fee (as defined in the Purchase Agreement), if and to the extent that such Reverse Termination Fee becomes due and payable by Buyer to Seller pursuant to the termination provisions of the Purchase Agreement, including any interest accruing thereon from the date such payment becomes due through the date of actual payment in accordance with the terms of the Purchase Agreement;

(b) Expense Reimbursement. Any reimbursement obligations of Buyer for Seller's documented, reasonable, and verifiable out-of-pocket costs and expenses (including reasonable fees and disbursements of outside legal counsel) to the extent expressly required to be paid by Buyer under the Purchase Agreement upon the occurrence of certain specified termination events as set forth in the Purchase Agreement; and

(c) Willful Breach Damages. Any amounts payable by Buyer to Seller as damages or other monetary relief as a direct result of Buyer's willful and material breach of the Purchase Agreement occurring prior to the Closing (as defined in the Purchase Agreement), to the extent such amounts are determined by a court of competent jurisdiction in a final, non-appealable judgment or are agreed upon by the parties in writing.

Notwithstanding anything herein to the contrary, the Guaranteed Obligations shall expressly not include, and Guarantor shall have no liability or obligation under this Limited Guarantee with respect to, the following: (i) the Purchase Price or any portion thereof; (ii) any post-closing adjustment payments, including without limitation any working capital true-up or earn-out payments; (iii) any indemnification obligations of Buyer arising under Article X or any other provision of the Purchase Agreement; (iv) any covenant or obligation of Buyer to consummate the Closing or the transactions contemplated by the Purchase Agreement (other than the payment obligations specifically enumerated in clauses (a), (b), and (c) above); or (v) any other obligation, covenant, representation, warranty, or agreement of Buyer under the Purchase Agreement that is not specifically enumerated in clauses (a), (b), and (c) of this Section 1.2. For the avoidance of doubt, this Limited Guarantee does not constitute a guarantee of the obligation to close the transactions contemplated by the Purchase Agreement or a guarantee of any equity contribution obligation, which equity contribution obligation is addressed exclusively by the Equity Commitment Letter.

Section 1.3 — Cap on Liability.

Notwithstanding anything to the contrary contained in this Limited Guarantee, the Purchase Agreement, or any other agreement, document, or instrument, the aggregate liability of Guarantor under this Limited Guarantee shall not exceed Nine Million Dollars ($9,000,000) (the "Cap"). The Cap represents five percent (5%) of the Purchase Price of One Hundred Eighty Million Dollars ($180,000,000). In no event shall the Beneficiary seek, collect, or be entitled to recover from Guarantor, and in no event shall Guarantor be liable for, any amount in excess of the Cap, whether such recovery is sought by way of damages, specific performance, equitable relief, or otherwise, and whether based on contract, tort, strict liability, or any other theory of liability. The Cap shall not be increased, and Guarantor's maximum aggregate liability hereunder shall not be expanded, by reason of any interest, fees, indemnities, costs, expenses (including attorneys' fees), penalties, or other amounts of any nature whatsoever, except to the extent that any such amounts are expressly included within the definition of Guaranteed Obligations set forth in Section 1.2 above and are within the Cap. For the avoidance of doubt, the aggregate of all amounts recovered from Guarantor under this Limited Guarantee, regardless of the number of claims or causes of action asserted, shall in no event exceed the Cap.

SECTION 2 NATURE OF GUARANTEE

Section 2.1 — Absolute and Unconditional.

The obligations of Guarantor under this Limited Guarantee are absolute, irrevocable, and unconditional, irrespective of, and Guarantor hereby irrevocably waives any defenses it may have by reason of, any of the following:

(a) any lack of validity, legality, or enforceability of the Purchase Agreement, the Equity Commitment Letter, or any other agreement or instrument relating to any of the foregoing;

(b) any amendment, modification, supplement, or waiver of, or any consent to departure from, the terms of the Purchase Agreement, including any extension of time for performance of any obligation thereunder (subject, however, to the provisions of Section 6.6 hereof with respect to Guarantor's consent rights regarding certain amendments);

(c) any change in the corporate or organizational existence, structure, or ownership of Buyer, including without limitation any merger, consolidation, conversion, reorganization, or dissolution of Buyer, or any change in the direct or indirect ownership interests in Buyer;

(d) the commencement or pendency of any insolvency, bankruptcy, receivership, reorganization, liquidation, assignment for the benefit of creditors, or similar proceeding affecting Buyer or any of its assets, or the disaffirmance or rejection of the Purchase Agreement or any other agreement in any such proceeding;

(e) the existence of any claim, set-off, deduction, defense, or counterclaim that Guarantor may at any time have against Seller, Buyer, or any other person or entity, whether in connection with this Limited Guarantee, the Purchase Agreement, or any other transaction or matter whatsoever;

(f) any impossibility, impracticability, frustration of purpose, illegality, force majeure, or act of any governmental authority affecting Buyer or the transactions contemplated by the Purchase Agreement; and

(g) any other circumstance whatsoever (whether similar or dissimilar to any of the foregoing) that might otherwise constitute a legal or equitable defense available to, or a discharge of, a surety, guarantor, or obligor, or that might otherwise limit or extinguish Guarantor's obligations hereunder.

Section 2.2 — Continuing Guarantee.

This Limited Guarantee is a continuing guarantee and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly satisfied, discharged, and paid in full or until this Limited Guarantee has been terminated in accordance with the provisions of Section 5 hereof. This Limited Guarantee shall not be discharged by the payment from time to time of any portion of the Guaranteed Obligations if any balance of the Guaranteed Obligations remains outstanding, and shall continue in full force and effect with respect to such remaining balance of the Guaranteed Obligations, subject in all cases to the Cap.

Section 2.3 — Waivers by Guarantor.

Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:

(a) notice of acceptance of this Limited Guarantee by Seller or any other person;

(b) presentment, demand for payment or performance, protest, and notice of dishonor or nonpayment with respect to any of the Guaranteed Obligations;

(c) any right to require Seller to proceed against Buyer, any other guarantor, any collateral, or any other person or security before proceeding against Guarantor under this Limited Guarantee, or to pursue any other remedy in Seller's power or available to Seller before proceeding against Guarantor;

(d) diligence by Seller in the collection, protection, or realization of, or resort to, any security or collateral for any of the Guaranteed Obligations;

(e) any defenses arising by reason of any disability, incapacity, or lack of authority or power of Buyer, or the dissolution or termination of Buyer, to incur or perform the Guaranteed Obligations; and

(f) any defense based upon or arising out of any statute of limitations, laches, or similar doctrine applicable to Buyer or Buyer's obligations under the Purchase Agreement.

Section 2.4 — No Subrogation.

Guarantor hereby irrevocably waives, until this Limited Guarantee has been terminated in accordance with the provisions of Section 5 hereof and all Guaranteed Obligations have been fully and indefeasibly paid and satisfied, any and all rights of subrogation, contribution, reimbursement, exoneration, indemnification, or other recourse that Guarantor may now or hereafter have against Buyer or any of its affiliates, or against any of the assets or properties of Buyer or any of its affiliates, arising out of, by reason of, or in connection with this Limited Guarantee or any payment or performance made by Guarantor hereunder. Guarantor shall not exercise any rights that Guarantor may acquire by way of subrogation under this Limited Guarantee, by any payment made hereunder or otherwise, or by operation of law, equity, contract, or otherwise, until all Guaranteed Obligations have been fully and indefeasibly paid and performed and this Limited Guarantee has been terminated in accordance with its terms. If, notwithstanding the foregoing, any amount shall be paid to Guarantor on account of such subrogation, contribution, or reimbursement rights at any time when all of the Guaranteed Obligations shall not have been fully and indefeasibly paid, such amount shall be received and held by Guarantor in trust for the benefit of Seller and shall forthwith be paid to Seller to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Limited Guarantee, or to be held as security for any Guaranteed Obligations thereafter arising.

SECTION 3 REPRESENTATIONS AND WARRANTIES OF GUARANTOR

Guarantor hereby represents and warrants to Seller as of the date hereof as follows:

Section 3.1 — Organization and Good Standing.

Guarantor is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware, with all requisite limited partnership power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Ridgeway Capital GP III LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is the sole general partner of Guarantor, duly authorized to act on behalf of Guarantor in the execution, delivery, and performance of this Limited Guarantee and the transactions contemplated hereby.

Section 3.2 — Power and Authority.

Guarantor has full limited partnership power and authority to execute, deliver, and perform its obligations under this Limited Guarantee. Ridgeway Capital GP III LLC, in its capacity as the sole general partner of Guarantor, has full limited liability company power and authority to execute, deliver, and perform this Limited Guarantee on behalf of Guarantor. The execution, delivery, and performance of this Limited Guarantee by Guarantor, acting through the General Partner, have been duly and validly authorized by all necessary limited partnership action on the part of Guarantor and all necessary limited liability company action on the part of Ridgeway Capital GP III LLC, and no other proceedings on the part of Guarantor or the General Partner are necessary to authorize the execution, delivery, and performance of this Limited Guarantee.

Section 3.3 — Enforceability.

This Limited Guarantee has been duly executed and delivered by Guarantor, acting through the General Partner, and constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and similar laws of general applicability affecting the enforcement of creditors' rights generally, and (b) general principles of equity, whether applied in a proceeding at law or in equity (the "Enforceability Exceptions").

Section 3.4 — No Conflicts.

The execution, delivery, and performance by Guarantor of this Limited Guarantee does not and will not:

(a) violate, contravene, or conflict with the Agreement of Limited Partnership of Guarantor or the Limited Liability Company Agreement or Certificate of Formation of Ridgeway Capital GP III LLC;

(b) violate, contravene, or conflict with any applicable statute, law, rule, regulation, ordinance, judgment, order, decree, or injunction of any governmental authority applicable to Guarantor, the General Partner, or any of their respective properties or assets; or

(c) result in a violation of, or a default (with or without notice, lapse of time, or both) under, or give rise to any right of termination, cancellation, or acceleration under, any material contract, agreement, indenture, instrument, license, or permit to which Guarantor or the General Partner is a party or by which any of their respective properties or assets may be bound.

Section 3.5 — No Governmental Approvals Required.

No consent, approval, order, authorization, license, permit, or validation of, or registration, declaration, qualification, or filing with, or notice to, any federal, state, local, or foreign governmental or regulatory authority or body is required on the part of Guarantor or the General Partner for or in connection with the execution, delivery, and performance by Guarantor of this Limited Guarantee, except for any such consent, approval, order, authorization, registration, declaration, qualification, filing, or notice that has been duly obtained, made, or given prior to the date hereof or the failure of which to obtain, make, or give would not, individually or in the aggregate, reasonably be expected to impair the ability of Guarantor to perform its obligations hereunder.

Section 3.6 — Sufficient Funds.

Guarantor has, and at all relevant times during the term of this Limited Guarantee will have, sufficient uncalled capital commitments from its limited partners and/or liquid assets available to satisfy its obligations hereunder up to and including the full amount of the Cap (Nine Million Dollars ($9,000,000)). As of the date hereof, Guarantor's total committed capital from its limited partners is approximately Two Billion Eight Hundred Million Dollars ($2,800,000,000), of which a portion remains uncalled and available for drawdown in accordance with the terms of Guarantor's partnership agreement. Guarantor acknowledges that the Cap represents a de minimis percentage of its total committed capital and available resources, and that the adequacy of Guarantor's available capital to satisfy the Guaranteed Obligations up to the Cap is not subject to any material doubt or contingency.

SECTION 4 CERTAIN COVENANTS

Section 4.1 — No Transfer of Assets to Avoid Obligations.

Guarantor covenants and agrees that, during the term of this Limited Guarantee, Guarantor shall not, directly or indirectly, transfer, convey, distribute, or dispose of assets, or take any other action or series of actions, in each case, that is designed to, intended to, or would reasonably be expected to avoid, frustrate, delay, or impair Guarantor's ability to satisfy the Guaranteed Obligations up to and including the full amount of the Cap. Without limiting the generality of the foregoing, Guarantor shall not dissolve, liquidate, wind up, or effect any merger, consolidation, conversion, or other fundamental transaction with or into any other entity if such action would reasonably be expected to impair or adversely affect Guarantor's ability to timely satisfy the Guaranteed Obligations. Nothing in this Section 4.1 shall restrict Guarantor from (a) making investments, capital calls, distributions, or other transactions in the ordinary course of Guarantor's business as a private equity fund, or (b) engaging in any transaction or taking any action that does not and would not reasonably be expected to impair Guarantor's ability to satisfy the Guaranteed Obligations up to the full amount of the Cap.

Section 4.2 — No Assignment.

Guarantor shall not assign, transfer, or delegate any of its rights or obligations under this Limited Guarantee to any person or entity without the prior written consent of Seller, which consent may be withheld, conditioned, or delayed in Seller's sole and absolute discretion; provided, however, that Guarantor may, without the consent of Seller, assign its obligations under this Limited Guarantee to a successor entity that (i) expressly assumes all of Guarantor's obligations under this Limited Guarantee in writing pursuant to an instrument of assumption in form and substance reasonably satisfactory to Seller, (ii) has the financial capacity (as demonstrated to Seller's reasonable satisfaction) to satisfy the Guaranteed Obligations up to and including the full amount of the Cap, and (iii) succeeds to Guarantor's obligations by operation of law in connection with a merger, consolidation, or similar transaction. No assignment or transfer in violation of this Section 4.2 shall be effective, and any purported assignment or transfer in violation of this Section 4.2 shall be null, void, and of no force or effect.

SECTION 5 TERMINATION

Section 5.1 — Termination Events.

This Limited Guarantee shall terminate and be of no further force or effect automatically, and without any further action required on the part of any party, upon the earliest to occur of the following:

(a) the consummation of the Closing under the Purchase Agreement, at which point Buyer's obligation to pay the Purchase Price shall have been satisfied (or shall be in the course of being satisfied in accordance with the terms of the Purchase Agreement), and the Guaranteed Obligations shall have been extinguished or shall no longer be applicable;

(b) the valid termination of the Purchase Agreement in accordance with its terms under circumstances in which no Reverse Termination Fee or other Guaranteed Obligation is due and payable by Buyer to Seller, and no claim for Guaranteed Obligations has been asserted by Seller in writing and remains pending;

(c) the payment by Guarantor (or by Buyer on Guarantor's behalf) to Seller of all Guaranteed Obligations then due, owing, and payable in full;

(d) September 30, 2025 (the "Outside Date"), if the Purchase Agreement has been terminated in accordance with its terms and no Guaranteed Obligations remain outstanding, accrued, or payable, and no claim for Guaranteed Obligations has been asserted by Seller in writing and remains pending as of such date; and

(e) the execution and delivery of a written instrument by Seller expressly releasing Guarantor from all obligations and liabilities under this Limited Guarantee.

Section 5.2 — Survival After Termination.

Notwithstanding the provisions of Section 5.1, if any Guaranteed Obligation has accrued or become due and payable prior to the occurrence of a termination event described in Section 5.1 and such Guaranteed Obligation remains unpaid and unsatisfied as of the date of such termination event, then this Limited Guarantee shall survive solely with respect to such accrued and unpaid Guaranteed Obligation until such Guaranteed Obligation has been fully and indefeasibly paid and discharged in full or is otherwise resolved by mutual written agreement of Guarantor and Seller or by a final, non-appealable judgment of a court of competent jurisdiction, in each case subject to the Cap. The provisions of Sections 6.1, 6.2, 6.3, 6.8, 6.10, 6.11, and 6.12 shall survive any termination of this Limited Guarantee.

SECTION 6 MISCELLANEOUS

Section 6.1 — Governing Law.

This Limited Guarantee and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Limited Guarantee and the transactions contemplated hereby, and the negotiation, execution, and performance hereof, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rule, provision, or principle (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The parties acknowledge that the governing law selected in this Section 6.1 is consistent with the governing law provision set forth in the Purchase Agreement.

Section 6.2 — Jurisdiction and Venue.

Each of Guarantor and Seller hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Limited Guarantee or the transactions contemplated hereby, and agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined exclusively in such courts, (b) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Limited Guarantee or the transactions contemplated hereby in any such court, and (c) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Each party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party irrevocably consents to service of process in the manner provided for notices in Section 6.4 of this Limited Guarantee, and nothing in this Section 6.2 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Section 6.3 — Waiver of Jury Trial.

EACH OF GUARANTOR AND SELLER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH LEGAL PROCEEDING, SEEK TO ENFORCE THIS WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.3.

Section 6.4 — Notices.

All notices, requests, demands, consents, waivers, and other communications required or permitted under this Limited Guarantee shall be in writing and shall be delivered to the applicable party at the address or email address set forth below (or to such other address or email address as such party may designate by written notice to the other party in accordance with this Section 6.4):

If to Guarantor:

Ridgeway Capital Partners Fund III, LP c/o Ridgeway Capital GP III LLC 277 Park Avenue, 38th Floor New York, New York 10172

Attention: Julian C. Adler and Francesca DiNardo

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

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

Attention: Harrison Wexford

If to Beneficiary/Seller:

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

Attention: Gerald W. Horvath, President

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

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

Attention: Nathan R. Feldstein

Notices and other communications hereunder may be delivered by any of the following methods: (i) personal delivery, (ii) nationally recognized overnight courier service (with charges prepaid), (iii) registered or certified mail, postage prepaid, return receipt requested, or (iv) email transmission with confirmation of receipt (provided that any notice delivered by email shall be followed by delivery of a copy by one of the methods described in clauses (i), (ii), or (iii) above within two (2) business days thereafter). Any such notice or communication shall be deemed to have been duly given and to be effective (A) in the case of personal delivery, on the date of such delivery, (B) in the case of a nationally recognized overnight courier, on the next business day after the date when sent, (C) in the case of registered or certified mail, on the fifth (5th) business day after the date of mailing, and (D) in the case of email transmission, upon confirmation of receipt by the recipient (excluding any automated "out of office" or similar reply).

Section 6.5 — Entire Agreement.

This Limited Guarantee, together with the Purchase Agreement and the Equity Commitment Letter dated April 22, 2025, constitutes the entire agreement between Guarantor and Seller with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, warranties, agreements, and understandings, whether oral or written, between Guarantor and Seller relating to the subject matter of this Limited Guarantee. There are no representations, warranties, covenants, agreements, or conditions with respect to the subject matter hereof other than as expressly set forth in this Limited Guarantee.

Section 6.6 — Amendments and Waivers.

No amendment, modification, or supplement of any provision of this Limited Guarantee shall be valid or effective unless made in writing and duly executed by each of Guarantor and Seller. The prior written consent of Guarantor shall be required for any amendment, modification, waiver, or supplement to the Purchase Agreement that would have the effect of (a) increasing the amount or expanding the scope of any Guaranteed Obligation, (b) expanding Guarantor's obligations or liabilities under this Limited Guarantee beyond the Cap, or (c) otherwise adversely affecting the rights or obligations of Guarantor under this Limited Guarantee in any material respect. No failure or delay on the part of Seller in exercising any right, power, or privilege under this Limited Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of this Limited Guarantee shall be effective unless set forth in a written instrument signed by the party to be bound thereby. Any waiver shall be limited to the specific provision waived and shall not be deemed a waiver of any other provision or of the same provision on any future occasion.

Section 6.7 — Successors and Assigns.

This Limited Guarantee shall be binding upon Guarantor and its successors and permitted assigns and shall inure to the benefit of Seller and its successors and permitted assigns. Seller may not assign, transfer, or delegate its rights, interests, or obligations under this Limited Guarantee to any person or entity without the prior written consent of Guarantor, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Seller may, without the consent of Guarantor, assign its rights under this Limited Guarantee to any person or entity to whom Seller validly assigns its rights under the Purchase Agreement in connection with a permitted assignment of the Purchase Agreement in accordance with the terms thereof.

Section 6.8 — No Third-Party Beneficiaries.

This Limited Guarantee is made and entered into solely for the benefit of Seller and its successors and permitted assigns, and is not intended to, and shall not, confer upon any other person or entity any rights, benefits, claims, causes of action, or remedies of any kind whatsoever, whether as a third-party beneficiary or otherwise, and no other person or entity shall have any right to enforce any provision of this Limited Guarantee. For the avoidance of doubt, Buyer is not a third-party beneficiary of this Limited Guarantee and shall have no rights hereunder. Any rights that Buyer may have with respect to Guarantor's equity commitment to Buyer arise exclusively under the Equity Commitment Letter and not under this Limited Guarantee.

Section 6.9 — Counterparts.

This Limited Guarantee may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, and all of which counterparts together shall constitute one and the same instrument. The delivery of an executed counterpart of a signature page of this Limited Guarantee by facsimile or other electronic transmission (including by email in portable document format (".pdf")) shall be effective as delivery of a manually executed original counterpart of this Limited Guarantee.

Section 6.10 — Severability.

If any term, provision, covenant, or restriction of this Limited Guarantee is held by a court of competent jurisdiction or other governmental authority to be invalid, void, illegal, or unenforceable in any respect, the remainder of the terms, provisions, covenants, and restrictions of this Limited Guarantee shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated by this Limited Guarantee are not affected in any manner materially adverse to any party. Upon any such determination, the parties shall negotiate in good faith to modify this Limited Guarantee so as to give effect to the original intent of the parties to the greatest extent permitted by applicable law.

Section 6.11 — Specific Performance.

Seller shall be entitled to seek an order of specific performance to enforce Guarantor's obligations under this Limited Guarantee, in addition to any and all other remedies to which Seller may be entitled at law or in equity, subject in all cases to the Cap. Guarantor acknowledges and agrees that a breach of its obligations under this Limited Guarantee would cause irreparable harm to Seller and that monetary damages alone may not be an adequate remedy for such breach. Accordingly, Guarantor agrees that it will not oppose the granting of an order for specific performance of this Limited Guarantee on the basis that Seller has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason. Any requirements for the securing or posting of any bond or other security in connection with the obtaining of any such equitable relief are hereby irrevocably waived by Guarantor.

Section 6.12 — No Recourse Beyond Guarantor.

Seller hereby acknowledges and agrees that no recourse shall be had under or in connection with this Limited Guarantee or any Guaranteed Obligation, whether by enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, rule, or regulation, whether in contract, tort, or otherwise, against any of the following persons or entities (each, a "Non-Recourse Party"): (a) any limited partner, general partner, member, manager, officer, director, employee, agent, advisor, consultant, or representative of Guarantor or Ridgeway Capital GP III LLC, in each case in their capacity as such; (b) any affiliate of Guarantor (other than Buyer, whose obligations under the Purchase Agreement remain unaffected by this provision); or (c) any limited partner, general partner, member, manager, officer, director, employee, agent, advisor, consultant, or representative of any affiliate of Guarantor, in each case in their capacity as such. All such Non-Recourse Parties are expressly intended as third-party beneficiaries of this Section 6.12 and shall be entitled to enforce the provisions of this Section 6.12 directly against Seller. For the avoidance of doubt, nothing in this Section 6.12 shall (i) limit Buyer's obligations and liabilities under the Purchase Agreement, (ii) limit Guarantor's obligations and liabilities under this Limited Guarantee (subject to the Cap), or (iii) relieve any person or entity of liability for fraud.

Section 6.13 — Relationship to Other Agreements.

The parties acknowledge and agree that this Limited Guarantee is being delivered in connection with, and as an integral part of, the transactions contemplated by the Purchase Agreement. In connection with such transactions, the parties acknowledge the following related agreements and arrangements:

(a) Equity Commitment Letter. Guarantor has delivered to Buyer an Equity Commitment Letter dated April 22, 2025, pursuant to which Guarantor has committed to contribute Fifty Million Dollars ($50,000,000) in equity capital to Buyer (or to one or more of its direct or indirect parent entities) in connection with the consummation of the transactions contemplated by the Purchase Agreement. This Limited Guarantee is not, and shall not be construed as, a guarantee of the equity contribution obligation set forth in the Equity Commitment Letter, which obligation is addressed exclusively by, and is enforceable solely under, the Equity Commitment Letter.

(b) Financing Arrangements. The Purchase Price of One Hundred Eighty Million Dollars ($180,000,000) is expected to be funded through a combination of (i) the Fifty Million Dollars ($50,000,000) equity contribution from Guarantor pursuant to the Equity Commitment Letter and (ii) One Hundred Thirty Million Dollars ($130,000,000) in incremental term loan proceeds pursuant to a debt commitment letter from Pinnacle National Bank, N.A. (reference number PCL-2025-04-1187, dated April 22, 2025) (the "Debt Commitment Letter"). This Limited Guarantee does not, and shall not be construed to, guarantee the availability or funding of such debt financing or the obligations of any party under the Debt Commitment Letter.

(c) Purchase Agreement. This Limited Guarantee is supplemental to, and not in substitution for, the obligations of Buyer under the Purchase Agreement. The obligations of Guarantor hereunder are limited solely to the Guaranteed Obligations, as defined in Section 1.2, and nothing herein shall be construed to expand, modify, or otherwise affect the rights and obligations of Buyer and Seller under the Purchase Agreement.

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

IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Limited Guarantee as of the date first written above.

GUARANTOR

RIDGEWAY CAPITAL PARTNERS FUND III, LP

By: Ridgeway Capital GP III LLC, its General Partner

By: ________

Name: Julian C. Adler

Title: Managing Partner

Date: June 15, 2025

EIN: 83-2107594

ACKNOWLEDGED AND ACCEPTED BY BENEFICIARY

ALLEGHENY VALLEY PACKAGING, INC.

By: ________

Name: Gerald W. Horvath

Title: President

Date: June 15, 2025

EIN: 25-1784632

Address: 250 Industrial Boulevard, Butler, PA 16001

LIMITED GUARANTEE
Dated as of June 15, 2025
by
RIDGEWAY CAPITAL PARTNERS FUND III, LP
a Delaware limited partnership
by its general partner
RIDGEWAY CAPITAL GP III LLC
a Delaware limited liability company
in favor of
ALLEGHENY VALLEY PACKAGING, INC.
a Pennsylvania corporation
In connection with that certain Asset Purchase Agreement dated as of June 15, 2025, by and between Crestline Packaging Solutions LLC, an Ohio limited liability company, and Allegheny Valley Packaging, Inc., a Pennsylvania corporation
LIMITED GUARANTEE
This LIMITED GUARANTEE (this "Limited Guarantee") is made and entered into as of June 15, 2025, by Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership (the "Guarantor"), acting by and through its general partner, Ridgeway Capital GP III LLC, a Delaware limited liability company (the "General Partner"), in favor of Allegheny Valley Packaging, Inc., a Pennsylvania corporation (the "Seller" or "Beneficiary").
RECITALS
WHEREAS, Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer"), and Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller"), have entered into that certain Asset Purchase Agreement dated as of June 15, 2025 (as it may be amended, modified, or supplemented from time to time in accordance with its terms and Section 6.6 hereof, the "Purchase Agreement" or "APA"), pursuant to which Buyer has agreed to acquire substantially all of the assets of Seller for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) (the "Purchase Price"), subject to customary working capital and other adjustments as more particularly set forth in the Purchase Agreement;
WHEREAS, Buyer is an indirect portfolio company of Guarantor, and Guarantor indirectly controls Buyer through its equity ownership interests in one or more intermediate holding entities. Ridgeway Capital Partners Fund III, LP is a Delaware limited partnership with its principal office located at 277 Park Avenue, 38th Floor, New York, New York 10172. Guarantor's predecessor fund vehicles and affiliated investment vehicles are engaged in the business of making private equity investments, and Fund III closed at aggregate capital commitments of approximately Two Billion Eight Hundred Million Dollars ($2,800,000,000) in 2020;
WHEREAS, the General Partner of Guarantor is Ridgeway Capital GP III LLC, a Delaware limited liability company, whose managing partners include Julian C. Adler and Francesca DiNardo, each of whom is authorized to execute documents on behalf of the General Partner and, through the General Partner, on behalf of Guarantor;
WHEREAS, as a material condition and inducement to Seller's willingness to enter into the Purchase Agreement with Buyer, and in consideration of the substantial benefits that will accrue to Guarantor as a result of the transactions contemplated by the Purchase Agreement, Guarantor has agreed to provide this Limited Guarantee to guarantee certain limited obligations of Buyer under the Purchase Agreement, on the terms and subject to the conditions and limitations set forth herein;
WHEREAS, Guarantor has also delivered to Buyer an Equity Commitment Letter dated April 22, 2025 (the "Equity Commitment Letter"), pursuant to which Guarantor has committed to contribute Fifty Million Dollars ($50,000,000) in equity capital to Buyer (or to one or more of its direct or indirect parent entities) in connection with the consummation of the transactions contemplated by the Purchase Agreement, which equity contribution, together with the proceeds of the debt financing described below, is intended to fund the Purchase Price and related transaction costs; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, the execution and delivery of the Purchase Agreement by Seller, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:
SECTION 1
GUARANTEE
Section 1.1 — Limited Guarantee.
Guarantor hereby irrevocably and unconditionally guarantees to Seller, subject to the terms, conditions, and limitations set forth in this Limited Guarantee, the due and punctual payment and performance of the Guaranteed Obligations (as defined in Section 1.2 below). This Limited Guarantee constitutes a guarantee of payment and performance and not merely a guarantee of collection. Seller shall not be required to make any demand upon, or pursue or exhaust any of its rights or remedies against, Buyer or any other person or entity, or to pursue or exhaust any rights against any security or collateral, before, simultaneously with, or after enforcing its rights and remedies hereunder against Guarantor. Seller may, at any time and from time to time, proceed directly against Guarantor to collect and recover any and all amounts due in respect of the Guaranteed Obligations without first proceeding against Buyer, any other guarantor, or any security held by Seller or any other person. The obligations of Guarantor hereunder are primary obligations and are not contingent upon the pursuit of any remedies against Buyer or any other person.
Section 1.2 — Guaranteed Obligations.
As used in this Limited Guarantee, the term "Guaranteed Obligations" means the following payment obligations of Buyer arising under or in connection with the Purchase Agreement, and only the following payment obligations:
(a) Reverse Termination Fee. The Reverse Termination Fee (as defined in the Purchase Agreement), if and to the extent that such Reverse Termination Fee becomes due and payable by Buyer to Seller pursuant to the termination provisions of the Purchase Agreement, including any interest accruing thereon from the date such payment becomes due through the date of actual payment in accordance with the terms of the Purchase Agreement;
(b) Expense Reimbursement. Any reimbursement obligations of Buyer for Seller's documented, reasonable, and verifiable out-of-pocket costs and expenses (including reasonable fees and disbursements of outside legal counsel) to the extent expressly required to be paid by Buyer under the Purchase Agreement upon the occurrence of certain specified termination events as set forth in the Purchase Agreement; and
(c) Willful Breach Damages. Any amounts payable by Buyer to Seller as damages or other monetary relief as a direct result of Buyer's willful and material breach of the Purchase Agreement occurring prior to the Closing (as defined in the Purchase Agreement), to the extent such amounts are determined by a court of competent jurisdiction in a final, non-appealable judgment or are agreed upon by the parties in writing.
Notwithstanding anything herein to the contrary, the Guaranteed Obligations shall expressly not include, and Guarantor shall have no liability or obligation under this Limited Guarantee with respect to, the following: (i) the Purchase Price or any portion thereof; (ii) any post-closing adjustment payments, including without limitation any working capital true-up or earn-out payments; (iii) any indemnification obligations of Buyer arising under Article X or any other provision of the Purchase Agreement; (iv) any covenant or obligation of Buyer to consummate the Closing or the transactions contemplated by the Purchase Agreement (other than the payment obligations specifically enumerated in clauses (a), (b), and (c) above); or (v) any other obligation, covenant, representation, warranty, or agreement of Buyer under the Purchase Agreement that is not specifically enumerated in clauses (a), (b), and (c) of this Section 1.2. For the avoidance of doubt, this Limited Guarantee does not constitute a guarantee of the obligation to close the transactions contemplated by the Purchase Agreement or a guarantee of any equity contribution obligation, which equity contribution obligation is addressed exclusively by the Equity Commitment Letter.
Section 1.3 — Cap on Liability.
Notwithstanding anything to the contrary contained in this Limited Guarantee, the Purchase Agreement, or any other agreement, document, or instrument, the aggregate liability of Guarantor under this Limited Guarantee shall not exceed Nine Million Dollars ($9,000,000) (the "Cap"). The Cap represents five percent (5%) of the Purchase Price of One Hundred Eighty Million Dollars ($180,000,000). In no event shall the Beneficiary seek, collect, or be entitled to recover from Guarantor, and in no event shall Guarantor be liable for, any amount in excess of the Cap, whether such recovery is sought by way of damages, specific performance, equitable relief, or otherwise, and whether based on contract, tort, strict liability, or any other theory of liability. The Cap shall not be increased, and Guarantor's maximum aggregate liability hereunder shall not be expanded, by reason of any interest, fees, indemnities, costs, expenses (including attorneys' fees), penalties, or other amounts of any nature whatsoever, except to the extent that any such amounts are expressly included within the definition of Guaranteed Obligations set forth in Section 1.2 above and are within the Cap. For the avoidance of doubt, the aggregate of all amounts recovered from Guarantor under this Limited Guarantee, regardless of the number of claims or causes of action asserted, shall in no event exceed the Cap.
SECTION 2
NATURE OF GUARANTEE
Section 2.1 — Absolute and Unconditional.
The obligations of Guarantor under this Limited Guarantee are absolute, irrevocable, and unconditional, irrespective of, and Guarantor hereby irrevocably waives any defenses it may have by reason of, any of the following:
(a) any lack of validity, legality, or enforceability of the Purchase Agreement, the Equity Commitment Letter, or any other agreement or instrument relating to any of the foregoing;
(b) any amendment, modification, supplement, or waiver of, or any consent to departure from, the terms of the Purchase Agreement, including any extension of time for performance of any obligation thereunder (subject, however, to the provisions of Section 6.6 hereof with respect to Guarantor's consent rights regarding certain amendments);
(c) any change in the corporate or organizational existence, structure, or ownership of Buyer, including without limitation any merger, consolidation, conversion, reorganization, or dissolution of Buyer, or any change in the direct or indirect ownership interests in Buyer;
(d) the commencement or pendency of any insolvency, bankruptcy, receivership, reorganization, liquidation, assignment for the benefit of creditors, or similar proceeding affecting Buyer or any of its assets, or the disaffirmance or rejection of the Purchase Agreement or any other agreement in any such proceeding;
(e) the existence of any claim, set-off, deduction, defense, or counterclaim that Guarantor may at any time have against Seller, Buyer, or any other person or entity, whether in connection with this Limited Guarantee, the Purchase Agreement, or any other transaction or matter whatsoever;
(f) any impossibility, impracticability, frustration of purpose, illegality, force majeure, or act of any governmental authority affecting Buyer or the transactions contemplated by the Purchase Agreement; and
(g) any other circumstance whatsoever (whether similar or dissimilar to any of the foregoing) that might otherwise constitute a legal or equitable defense available to, or a discharge of, a surety, guarantor, or obligor, or that might otherwise limit or extinguish Guarantor's obligations hereunder.
Section 2.2 — Continuing Guarantee.
This Limited Guarantee is a continuing guarantee and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly satisfied, discharged, and paid in full or until this Limited Guarantee has been terminated in accordance with the provisions of Section 5 hereof. This Limited Guarantee shall not be discharged by the payment from time to time of any portion of the Guaranteed Obligations if any balance of the Guaranteed Obligations remains outstanding, and shall continue in full force and effect with respect to such remaining balance of the Guaranteed Obligations, subject in all cases to the Cap.
Section 2.3 — Waivers by Guarantor.
Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:
(a) notice of acceptance of this Limited Guarantee by Seller or any other person;
(b) presentment, demand for payment or performance, protest, and notice of dishonor or nonpayment with respect to any of the Guaranteed Obligations;
(c) any right to require Seller to proceed against Buyer, any other guarantor, any collateral, or any other person or security before proceeding against Guarantor under this Limited Guarantee, or to pursue any other remedy in Seller's power or available to Seller before proceeding against Guarantor;
(d) diligence by Seller in the collection, protection, or realization of, or resort to, any security or collateral for any of the Guaranteed Obligations;
(e) any defenses arising by reason of any disability, incapacity, or lack of authority or power of Buyer, or the dissolution or termination of Buyer, to incur or perform the Guaranteed Obligations; and
(f) any defense based upon or arising out of any statute of limitations, laches, or similar doctrine applicable to Buyer or Buyer's obligations under the Purchase Agreement.
Section 2.4 — No Subrogation.
Guarantor hereby irrevocably waives, until this Limited Guarantee has been terminated in accordance with the provisions of Section 5 hereof and all Guaranteed Obligations have been fully and indefeasibly paid and satisfied, any and all rights of subrogation, contribution, reimbursement, exoneration, indemnification, or other recourse that Guarantor may now or hereafter have against Buyer or any of its affiliates, or against any of the assets or properties of Buyer or any of its affiliates, arising out of, by reason of, or in connection with this Limited Guarantee or any payment or performance made by Guarantor hereunder. Guarantor shall not exercise any rights that Guarantor may acquire by way of subrogation under this Limited Guarantee, by any payment made hereunder or otherwise, or by operation of law, equity, contract, or otherwise, until all Guaranteed Obligations have been fully and indefeasibly paid and performed and this Limited Guarantee has been terminated in accordance with its terms. If, notwithstanding the foregoing, any amount shall be paid to Guarantor on account of such subrogation, contribution, or reimbursement rights at any time when all of the Guaranteed Obligations shall not have been fully and indefeasibly paid, such amount shall be received and held by Guarantor in trust for the benefit of Seller and shall forthwith be paid to Seller to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of this Limited Guarantee, or to be held as security for any Guaranteed Obligations thereafter arising.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF GUARANTOR
Guarantor hereby represents and warrants to Seller as of the date hereof as follows:
Section 3.1 — Organization and Good Standing.
Guarantor is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware, with all requisite limited partnership power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Ridgeway Capital GP III LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is the sole general partner of Guarantor, duly authorized to act on behalf of Guarantor in the execution, delivery, and performance of this Limited Guarantee and the transactions contemplated hereby.
Section 3.2 — Power and Authority.
Guarantor has full limited partnership power and authority to execute, deliver, and perform its obligations under this Limited Guarantee. Ridgeway Capital GP III LLC, in its capacity as the sole general partner of Guarantor, has full limited liability company power and authority to execute, deliver, and perform this Limited Guarantee on behalf of Guarantor. The execution, delivery, and performance of this Limited Guarantee by Guarantor, acting through the General Partner, have been duly and validly authorized by all necessary limited partnership action on the part of Guarantor and all necessary limited liability company action on the part of Ridgeway Capital GP III LLC, and no other proceedings on the part of Guarantor or the General Partner are necessary to authorize the execution, delivery, and performance of this Limited Guarantee.
Section 3.3 — Enforceability.
This Limited Guarantee has been duly executed and delivered by Guarantor, acting through the General Partner, and constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and similar laws of general applicability affecting the enforcement of creditors' rights generally, and (b) general principles of equity, whether applied in a proceeding at law or in equity (the "Enforceability Exceptions").
Section 3.4 — No Conflicts.
The execution, delivery, and performance by Guarantor of this Limited Guarantee does not and will not:
(a) violate, contravene, or conflict with the Agreement of Limited Partnership of Guarantor or the Limited Liability Company Agreement or Certificate of Formation of Ridgeway Capital GP III LLC;
(b) violate, contravene, or conflict with any applicable statute, law, rule, regulation, ordinance, judgment, order, decree, or injunction of any governmental authority applicable to Guarantor, the General Partner, or any of their respective properties or assets; or
(c) result in a violation of, or a default (with or without notice, lapse of time, or both) under, or give rise to any right of termination, cancellation, or acceleration under, any material contract, agreement, indenture, instrument, license, or permit to which Guarantor or the General Partner is a party or by which any of their respective properties or assets may be bound.
Section 3.5 — No Governmental Approvals Required.
No consent, approval, order, authorization, license, permit, or validation of, or registration, declaration, qualification, or filing with, or notice to, any federal, state, local, or foreign governmental or regulatory authority or body is required on the part of Guarantor or the General Partner for or in connection with the execution, delivery, and performance by Guarantor of this Limited Guarantee, except for any such consent, approval, order, authorization, registration, declaration, qualification, filing, or notice that has been duly obtained, made, or given prior to the date hereof or the failure of which to obtain, make, or give would not, individually or in the aggregate, reasonably be expected to impair the ability of Guarantor to perform its obligations hereunder.
Section 3.6 — Sufficient Funds.
Guarantor has, and at all relevant times during the term of this Limited Guarantee will have, sufficient uncalled capital commitments from its limited partners and/or liquid assets available to satisfy its obligations hereunder up to and including the full amount of the Cap (Nine Million Dollars ($9,000,000)). As of the date hereof, Guarantor's total committed capital from its limited partners is approximately Two Billion Eight Hundred Million Dollars ($2,800,000,000), of which a portion remains uncalled and available for drawdown in accordance with the terms of Guarantor's partnership agreement. Guarantor acknowledges that the Cap represents a de minimis percentage of its total committed capital and available resources, and that the adequacy of Guarantor's available capital to satisfy the Guaranteed Obligations up to the Cap is not subject to any material doubt or contingency.
SECTION 4
CERTAIN COVENANTS
Section 4.1 — No Transfer of Assets to Avoid Obligations.
Guarantor covenants and agrees that, during the term of this Limited Guarantee, Guarantor shall not, directly or indirectly, transfer, convey, distribute, or dispose of assets, or take any other action or series of actions, in each case, that is designed to, intended to, or would reasonably be expected to avoid, frustrate, delay, or impair Guarantor's ability to satisfy the Guaranteed Obligations up to and including the full amount of the Cap. Without limiting the generality of the foregoing, Guarantor shall not dissolve, liquidate, wind up, or effect any merger, consolidation, conversion, or other fundamental transaction with or into any other entity if such action would reasonably be expected to impair or adversely affect Guarantor's ability to timely satisfy the Guaranteed Obligations. Nothing in this Section 4.1 shall restrict Guarantor from (a) making investments, capital calls, distributions, or other transactions in the ordinary course of Guarantor's business as a private equity fund, or (b) engaging in any transaction or taking any action that does not and would not reasonably be expected to impair Guarantor's ability to satisfy the Guaranteed Obligations up to the full amount of the Cap.
Section 4.2 — No Assignment.
Guarantor shall not assign, transfer, or delegate any of its rights or obligations under this Limited Guarantee to any person or entity without the prior written consent of Seller, which consent may be withheld, conditioned, or delayed in Seller's sole and absolute discretion; provided, however, that Guarantor may, without the consent of Seller, assign its obligations under this Limited Guarantee to a successor entity that (i) expressly assumes all of Guarantor's obligations under this Limited Guarantee in writing pursuant to an instrument of assumption in form and substance reasonably satisfactory to Seller, (ii) has the financial capacity (as demonstrated to Seller's reasonable satisfaction) to satisfy the Guaranteed Obligations up to and including the full amount of the Cap, and (iii) succeeds to Guarantor's obligations by operation of law in connection with a merger, consolidation, or similar transaction. No assignment or transfer in violation of this Section 4.2 shall be effective, and any purported assignment or transfer in violation of this Section 4.2 shall be null, void, and of no force or effect.
SECTION 5
TERMINATION
Section 5.1 — Termination Events.
This Limited Guarantee shall terminate and be of no further force or effect automatically, and without any further action required on the part of any party, upon the earliest to occur of the following:
(a) the consummation of the Closing under the Purchase Agreement, at which point Buyer's obligation to pay the Purchase Price shall have been satisfied (or shall be in the course of being satisfied in accordance with the terms of the Purchase Agreement), and the Guaranteed Obligations shall have been extinguished or shall no longer be applicable;
(b) the valid termination of the Purchase Agreement in accordance with its terms under circumstances in which no Reverse Termination Fee or other Guaranteed Obligation is due and payable by Buyer to Seller, and no claim for Guaranteed Obligations has been asserted by Seller in writing and remains pending;
(c) the payment by Guarantor (or by Buyer on Guarantor's behalf) to Seller of all Guaranteed Obligations then due, owing, and payable in full;
(d) September 30, 2025 (the "Outside Date"), if the Purchase Agreement has been terminated in accordance with its terms and no Guaranteed Obligations remain outstanding, accrued, or payable, and no claim for Guaranteed Obligations has been asserted by Seller in writing and remains pending as of such date; and
(e) the execution and delivery of a written instrument by Seller expressly releasing Guarantor from all obligations and liabilities under this Limited Guarantee.
Section 5.2 — Survival After Termination.
Notwithstanding the provisions of Section 5.1, if any Guaranteed Obligation has accrued or become due and payable prior to the occurrence of a termination event described in Section 5.1 and such Guaranteed Obligation remains unpaid and unsatisfied as of the date of such termination event, then this Limited Guarantee shall survive solely with respect to such accrued and unpaid Guaranteed Obligation until such Guaranteed Obligation has been fully and indefeasibly paid and discharged in full or is otherwise resolved by mutual written agreement of Guarantor and Seller or by a final, non-appealable judgment of a court of competent jurisdiction, in each case subject to the Cap. The provisions of Sections 6.1, 6.2, 6.3, 6.8, 6.10, 6.11, and 6.12 shall survive any termination of this Limited Guarantee.
SECTION 6
MISCELLANEOUS
Section 6.1 — Governing Law.
This Limited Guarantee and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Limited Guarantee and the transactions contemplated hereby, and the negotiation, execution, and performance hereof, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rule, provision, or principle (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The parties acknowledge that the governing law selected in this Section 6.1 is consistent with the governing law provision set forth in the Purchase Agreement.
Section 6.2 — Jurisdiction and Venue.
Each of Guarantor and Seller hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or relating to this Limited Guarantee or the transactions contemplated hereby, and agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined exclusively in such courts, (b) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Limited Guarantee or the transactions contemplated hereby in any such court, and (c) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court. Each party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party irrevocably consents to service of process in the manner provided for notices in Section 6.4 of this Limited Guarantee, and nothing in this Section 6.2 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.
Section 6.3 — Waiver of Jury Trial.
EACH OF GUARANTOR AND SELLER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH LEGAL PROCEEDING, SEEK TO ENFORCE THIS WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.3.
Section 6.4 — Notices.
All notices, requests, demands, consents, waivers, and other communications required or permitted under this Limited Guarantee shall be in writing and shall be delivered to the applicable party at the address or email address set forth below (or to such other address or email address as such party may designate by written notice to the other party in accordance with this Section 6.4):
If to Guarantor:
Ridgeway Capital Partners Fund III, LP c/o Ridgeway Capital GP III LLC 277 Park Avenue, 38th Floor New York, New York 10172
Attention: Julian C. Adler and Francesca DiNardo
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022
Attention: Harrison Wexford
If to Beneficiary/Seller:
Allegheny Valley Packaging, Inc. 250 Industrial Boulevard Butler, Pennsylvania 16001
Attention: Gerald W. Horvath, President
with a copy (which shall not constitute notice) to:
Broadmoor Strauss & Kline LLP 600 Grant Street, Suite 4200 Pittsburgh, Pennsylvania 15219
Attention: Nathan R. Feldstein
Notices and other communications hereunder may be delivered by any of the following methods: (i) personal delivery, (ii) nationally recognized overnight courier service (with charges prepaid), (iii) registered or certified mail, postage prepaid, return receipt requested, or (iv) email transmission with confirmation of receipt (provided that any notice delivered by email shall be followed by delivery of a copy by one of the methods described in clauses (i), (ii), or (iii) above within two (2) business days thereafter). Any such notice or communication shall be deemed to have been duly given and to be effective (A) in the case of personal delivery, on the date of such delivery, (B) in the case of a nationally recognized overnight courier, on the next business day after the date when sent, (C) in the case of registered or certified mail, on the fifth (5th) business day after the date of mailing, and (D) in the case of email transmission, upon confirmation of receipt by the recipient (excluding any automated "out of office" or similar reply).
Section 6.5 — Entire Agreement.
This Limited Guarantee, together with the Purchase Agreement and the Equity Commitment Letter dated April 22, 2025, constitutes the entire agreement between Guarantor and Seller with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, warranties, agreements, and understandings, whether oral or written, between Guarantor and Seller relating to the subject matter of this Limited Guarantee. There are no representations, warranties, covenants, agreements, or conditions with respect to the subject matter hereof other than as expressly set forth in this Limited Guarantee.
Section 6.6 — Amendments and Waivers.
No amendment, modification, or supplement of any provision of this Limited Guarantee shall be valid or effective unless made in writing and duly executed by each of Guarantor and Seller. The prior written consent of Guarantor shall be required for any amendment, modification, waiver, or supplement to the Purchase Agreement that would have the effect of (a) increasing the amount or expanding the scope of any Guaranteed Obligation, (b) expanding Guarantor's obligations or liabilities under this Limited Guarantee beyond the Cap, or (c) otherwise adversely affecting the rights or obligations of Guarantor under this Limited Guarantee in any material respect. No failure or delay on the part of Seller in exercising any right, power, or privilege under this Limited Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of this Limited Guarantee shall be effective unless set forth in a written instrument signed by the party to be bound thereby. Any waiver shall be limited to the specific provision waived and shall not be deemed a waiver of any other provision or of the same provision on any future occasion.
Section 6.7 — Successors and Assigns.
This Limited Guarantee shall be binding upon Guarantor and its successors and permitted assigns and shall inure to the benefit of Seller and its successors and permitted assigns. Seller may not assign, transfer, or delegate its rights, interests, or obligations under this Limited Guarantee to any person or entity without the prior written consent of Guarantor, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Seller may, without the consent of Guarantor, assign its rights under this Limited Guarantee to any person or entity to whom Seller validly assigns its rights under the Purchase Agreement in connection with a permitted assignment of the Purchase Agreement in accordance with the terms thereof.
Section 6.8 — No Third-Party Beneficiaries.
This Limited Guarantee is made and entered into solely for the benefit of Seller and its successors and permitted assigns, and is not intended to, and shall not, confer upon any other person or entity any rights, benefits, claims, causes of action, or remedies of any kind whatsoever, whether as a third-party beneficiary or otherwise, and no other person or entity shall have any right to enforce any provision of this Limited Guarantee. For the avoidance of doubt, Buyer is not a third-party beneficiary of this Limited Guarantee and shall have no rights hereunder. Any rights that Buyer may have with respect to Guarantor's equity commitment to Buyer arise exclusively under the Equity Commitment Letter and not under this Limited Guarantee.
Section 6.9 — Counterparts.
This Limited Guarantee may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, and all of which counterparts together shall constitute one and the same instrument. The delivery of an executed counterpart of a signature page of this Limited Guarantee by facsimile or other electronic transmission (including by email in portable document format (".pdf")) shall be effective as delivery of a manually executed original counterpart of this Limited Guarantee.
Section 6.10 — Severability.
If any term, provision, covenant, or restriction of this Limited Guarantee is held by a court of competent jurisdiction or other governmental authority to be invalid, void, illegal, or unenforceable in any respect, the remainder of the terms, provisions, covenants, and restrictions of this Limited Guarantee shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated by this Limited Guarantee are not affected in any manner materially adverse to any party. Upon any such determination, the parties shall negotiate in good faith to modify this Limited Guarantee so as to give effect to the original intent of the parties to the greatest extent permitted by applicable law.
Section 6.11 — Specific Performance.
Seller shall be entitled to seek an order of specific performance to enforce Guarantor's obligations under this Limited Guarantee, in addition to any and all other remedies to which Seller may be entitled at law or in equity, subject in all cases to the Cap. Guarantor acknowledges and agrees that a breach of its obligations under this Limited Guarantee would cause irreparable harm to Seller and that monetary damages alone may not be an adequate remedy for such breach. Accordingly, Guarantor agrees that it will not oppose the granting of an order for specific performance of this Limited Guarantee on the basis that Seller has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason. Any requirements for the securing or posting of any bond or other security in connection with the obtaining of any such equitable relief are hereby irrevocably waived by Guarantor.
Section 6.12 — No Recourse Beyond Guarantor.
Seller hereby acknowledges and agrees that no recourse shall be had under or in connection with this Limited Guarantee or any Guaranteed Obligation, whether by enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, rule, or regulation, whether in contract, tort, or otherwise, against any of the following persons or entities (each, a "Non-Recourse Party"): (a) any limited partner, general partner, member, manager, officer, director, employee, agent, advisor, consultant, or representative of Guarantor or Ridgeway Capital GP III LLC, in each case in their capacity as such; (b) any affiliate of Guarantor (other than Buyer, whose obligations under the Purchase Agreement remain unaffected by this provision); or (c) any limited partner, general partner, member, manager, officer, director, employee, agent, advisor, consultant, or representative of any affiliate of Guarantor, in each case in their capacity as such. All such Non-Recourse Parties are expressly intended as third-party beneficiaries of this Section 6.12 and shall be entitled to enforce the provisions of this Section 6.12 directly against Seller. For the avoidance of doubt, nothing in this Section 6.12 shall (i) limit Buyer's obligations and liabilities under the Purchase Agreement, (ii) limit Guarantor's obligations and liabilities under this Limited Guarantee (subject to the Cap), or (iii) relieve any person or entity of liability for fraud.
Section 6.13 — Relationship to Other Agreements.
The parties acknowledge and agree that this Limited Guarantee is being delivered in connection with, and as an integral part of, the transactions contemplated by the Purchase Agreement. In connection with such transactions, the parties acknowledge the following related agreements and arrangements:
(a) Equity Commitment Letter. Guarantor has delivered to Buyer an Equity Commitment Letter dated April 22, 2025, pursuant to which Guarantor has committed to contribute Fifty Million Dollars ($50,000,000) in equity capital to Buyer (or to one or more of its direct or indirect parent entities) in connection with the consummation of the transactions contemplated by the Purchase Agreement. This Limited Guarantee is not, and shall not be construed as, a guarantee of the equity contribution obligation set forth in the Equity Commitment Letter, which obligation is addressed exclusively by, and is enforceable solely under, the Equity Commitment Letter.
(b) Financing Arrangements. The Purchase Price of One Hundred Eighty Million Dollars ($180,000,000) is expected to be funded through a combination of (i) the Fifty Million Dollars ($50,000,000) equity contribution from Guarantor pursuant to the Equity Commitment Letter and (ii) One Hundred Thirty Million Dollars ($130,000,000) in incremental term loan proceeds pursuant to a debt commitment letter from Pinnacle National Bank, N.A. (reference number PCL-2025-04-1187, dated April 22, 2025) (the "Debt Commitment Letter"). This Limited Guarantee does not, and shall not be construed to, guarantee the availability or funding of such debt financing or the obligations of any party under the Debt Commitment Letter.
(c) Purchase Agreement. This Limited Guarantee is supplemental to, and not in substitution for, the obligations of Buyer under the Purchase Agreement. The obligations of Guarantor hereunder are limited solely to the Guaranteed Obligations, as defined in Section 1.2, and nothing herein shall be construed to expand, modify, or otherwise affect the rights and obligations of Buyer and Seller under the Purchase Agreement.
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IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Limited Guarantee as of the date first written above.
GUARANTOR
RIDGEWAY CAPITAL PARTNERS FUND III, LP
By: Ridgeway Capital GP III LLC, its General Partner
By: ________
Name: Julian C. Adler
Title: Managing Partner
Date: June 15, 2025
EIN: 83-2107594
ACKNOWLEDGED AND ACCEPTED BY BENEFICIARY
ALLEGHENY VALLEY PACKAGING, INC.
By: ________
Name: Gerald W. Horvath
Title: President
Date: June 15, 2025
EIN: 25-1784632
Address: 250 Industrial Boulevard, Butler, PA 16001

LIMITED GUARANTEE

RIDGEWAY CAPITAL PARTNERS FUND III, LP

RIDGEWAY CAPITAL GP III LLC

ALLEGHENY VALLEY PACKAGING, INC.

LIMITED GUARANTEE

RECITALS

SECTION 1

GUARANTEE

SECTION 2

NATURE OF GUARANTEE

SECTION 3

REPRESENTATIONS AND WARRANTIES OF GUARANTOR

SECTION 4

CERTAIN COVENANTS

SECTION 5

TERMINATION

SECTION 6

MISCELLANEOUS

GUARANTOR

RIDGEWAY CAPITAL PARTNERS FUND III, LP

EIN: 83-2107594

ACKNOWLEDGED AND ACCEPTED BY BENEFICIARY

ALLEGHENY VALLEY PACKAGING, INC.

EIN: 25-1784632

Record

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