[sheet: Closing Checklist]

Item No.	Category	Description	Responsible Party	Due Date	Status	Notes / Reference
A-1	A. Transaction Agreements — Execution & Delivery	Asset Purchase Agreement — fully executed by Crestline Packaging Solutions LLC (Buyer), Voss Chemical Industries, Inc. (Seller), Frederick G. Voss and Elena M. Voss (Seller Principals); dated November 28, 2022	Buyer's Counsel / Seller's Counsel	November 28, 2022	Complete	Executed November 28, 2022; governed by New York law; C&H Matter No. 1006-00007
A-2	A. Transaction Agreements — Execution & Delivery	Escrow Agreement — executed by Crestline (Buyer), Voss Chemical Industries, Inc. (Seller), and Pinnacle Trust Company (Escrow Agent); Reference No. PT-2023-00418; $2,000,000 escrow deposit; release 12 months post-Closing (January 20, 2024)	Buyer's Counsel / Escrow Agent	January 12, 2023	Complete	Executed January 12, 2023; Trust Officer: Rachel Underwood; Pinnacle Trust Company, 40 Wall Street, 16th Floor, New York, NY 10005
A-3	A. Transaction Agreements — Execution & Delivery	Transition Services Agreement — executed by Voss Chemical Industries, Inc. (Service Provider) and Crestline Packaging Solutions LLC (Service Recipient); $35,000/month for up to 6 months post-Closing (total max $210,000); expiration July 20, 2023	Buyer's Counsel / Seller's Counsel	November 28, 2022	Complete	Executed November 28, 2022; ancillary to APA; covers manufacturing support, formulation technical assistance, and customer introductions
A-4	A. Transaction Agreements — Execution & Delivery	Bill of Sale — executed by Voss Chemical Industries, Inc. conveying all Acquired Assets of ProShield product line to Crestline Packaging Solutions LLC	Seller's Counsel	January 20, 2023	Complete	Delivered at Closing
A-5	A. Transaction Agreements — Execution & Delivery	Assignment and Assumption Agreement — executed by Seller and Buyer for assignment of 23 active customer supply agreements and assumed post-closing liabilities	Buyer's Counsel / Seller's Counsel	January 20, 2023	Complete	Covers assumed contracts and post-closing trade payables and warranty obligations
A-6	A. Transaction Agreements — Execution & Delivery	Intellectual Property Assignment Agreement — executed by Voss Chemical Industries, Inc. assigning ProShield trademark (US Reg. No. 2,876,411), 47 proprietary coating formulations, trade secrets (polymer-modified epoxy and acrylic latex coatings), and customer-specific formulation libraries to Crestline	Buyer's Counsel / Seller's Counsel	January 20, 2023	Complete	Includes trademark, trade secrets, and formulation IP
A-7	A. Transaction Agreements — Execution & Delivery	Domain Name Assignment — transfer of proshieldcoatings.com and related web domains from Voss Chemical Industries, Inc. to Crestline Packaging Solutions LLC	Buyer's Counsel / Seller's Counsel	January 20, 2023	Complete	Registrar transfer initiated at Closing; included in IP Assignment Agreement
B-1	B. Officer's and Secretary's Certificates	Officer's Certificate of Crestline Packaging Solutions LLC — executed by Thomas R. Ellison (CEO); certifying truth of Buyer's reps and warranties, compliance with covenants, and no Material Adverse Effect	Buyer	January 20, 2023	Complete	Attaches resolutions of sole member (Kestrel Capital Partners Fund III, LP) authorizing transaction
B-2	B. Officer's and Secretary's Certificates	Officer's Certificate of Voss Chemical Industries, Inc. — executed by Frederick G. Voss (President); certifying truth of Seller's reps and warranties and compliance with Seller's covenants as of Closing Date	Seller	January 20, 2023	Complete	Delivered at Closing
B-3	B. Officer's and Secretary's Certificates	Secretary's Certificate of Crestline Packaging Solutions LLC — certifying organizational documents (Certificate of Formation, LLC Agreement), incumbency of officers (Thomas R. Ellison, CEO; Sandra K. Nair, CFO; Derek Amato, General Counsel), and member resolutions authorizing the acquisition	Buyer	January 20, 2023	Complete	Delaware LLC; Reg. Agent: National Registered Agent Services Inc., 1209 Orange Street, Wilmington, DE 19801
B-4	B. Officer's and Secretary's Certificates	Secretary's Certificate of Voss Chemical Industries, Inc. — certifying organizational documents (Certificate of Incorporation, Bylaws), incumbency of officers (Frederick G. Voss, President; Elena M. Voss, VP Operations), and board/shareholder resolutions authorizing the sale of ProShield assets	Seller	January 20, 2023	Complete	New York corporation (incorporated 1987); EIN: 16-2847103
C-1	C. Good Standing Certificates	Certificate of Good Standing — Crestline Packaging Solutions LLC from the Delaware Secretary of State	Buyer's Counsel	January 20, 2023	Complete	Delaware limited liability company
C-2	C. Good Standing Certificates	Certificate of Good Standing — Voss Chemical Industries, Inc. from the New York Secretary of State	Seller's Counsel	January 20, 2023	Complete	New York corporation
C-3	C. Good Standing Certificates	Certificate of Authority — Crestline Packaging Solutions LLC qualification to do business in New York from the New York Secretary of State	Buyer's Counsel	January 20, 2023	Complete	Foreign LLC qualification required for Tonawanda operations
D-1	D. Legal Opinions	Legal Opinion of Calderwood & Harkness LLP (Buyer's Counsel) — opining on due organization, authority, and enforceability of Buyer's transaction documents	Buyer's Counsel	January 20, 2023	Complete	Calderwood & Harkness LLP, 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036; Responsible Partner: Harrison Wexford
D-2	D. Legal Opinions	Legal Opinion of Langford, Crewe & Cascade Insurance Brokers (Seller's Counsel) — opining on due organization and authority of Seller (VCI), enforceability of Seller's transaction documents, and title to Acquired Assets	Seller's Counsel	January 20, 2023	Complete	Langford, Crewe & Cascade Insurance Brokers, 120 Delaware Avenue, Suite 900, Buffalo, NY 14202; Lead Partner: Patricia Okonkwo
E-1	E. Tax and FIRPTA Certificates	FIRPTA Certificate (Non-Foreign Person Affidavit) — executed by Voss Chemical Industries, Inc. certifying that Seller is not a foreign person within the meaning of IRC Section 1445; includes Seller's EIN: 16-2847103	Seller	January 20, 2023	Complete	Required to avoid withholding on purchase price payment
E-2	E. Tax and FIRPTA Certificates	IRS Form W-9 — completed by Voss Chemical Industries, Inc.	Seller	January 20, 2023	Complete	EIN: 16-2847103
F-1	F. Lender Consents and Financing	Third Amendment to Credit Agreement — consent of Great Lakes Commerce Bank, N.A. (Administrative Agent) under existing senior secured credit facility (original Credit Agreement dated March 15, 2021) authorizing the ProShield asset acquisition and providing incremental Term Loan C tranche of $12,500,000	Buyer / Lender	December 19, 2022	Complete	Great Lakes Commerce Bank, N.A., 127 Public Square, Cleveland, OH 44114; Relationship Manager: Douglas Fenn, SVP
F-2	F. Lender Consents and Financing	Equity Commitment — confirmation of $6,000,000 capital call funded by Kestrel Capital Partners Fund III, LP to Crestline Packaging Solutions LLC	Buyer / Sponsor	January 20, 2023	Complete	Kestrel Capital Partners Fund III, LP; GP: Cobalt Ridge Partners Management III, LLC; Managing Partner: Julian H. Prescott; 200 Clarendon Street, 48th Floor, Boston, MA 02116
F-3	F. Lender Consents and Financing	Incremental Term Loan C draw — $12,500,000 funded by Great Lakes Commerce Bank, N.A. on Closing Date	Lender	January 20, 2023	Complete	Drawn under Third Amendment dated December 19, 2022
F-4	F. Lender Consents and Financing	Perfection Certificate and UCC-1 Financing Statements — filed to perfect security interest in Acquired Assets for the benefit of Great Lakes Commerce Bank, N.A.	Buyer's Counsel / Lender's Counsel	January 20, 2023	Complete	Filed with Delaware Secretary of State and New York Department of State
G-1	G. Insurance	Representations and Warranties Insurance Policy — buyer-side policy issued by Coventry Mutual Insurance Co.; Policy No. CMI-RW-2023-0042; policy limit $9,000,000; retention $450,000 (split 50/50: $225,000 Seller / $225,000 Buyer); premium $198,000 paid by Buyer	Buyer's Counsel	January 20, 2023	Complete	Binder date: November 22, 2022; Underwriter: Gail Emerson; Coventry Mutual Insurance Co., 500 Boylston Street, Suite 1800, Boston, MA 02116
G-2	G. Insurance	Confirmation of R&W insurance premium payment — $198,000 wire to Coventry Mutual Insurance Co. on Closing Date	Buyer	January 20, 2023	Complete	Included in funds flow memorandum

H-1	H. Funds Flow and Payments	Funds Flow Memorandum — prepared by Calderwood & Harkness LLP; details all Closing Date wire transfers. Sources: $6,000,000 equity (Ashgrove Equity Partners Fund III) + $12,500,000 Term Loan C (GLCB) = $18,500,000. Uses: $14,500,000 to Seller (upfront cash); $2,000,000 to Pinnacle Trust Company escrow (PT-2023-00418); $198,000 R&W premium to Coventry Mutual; legal fees and transaction expenses (balance)	Buyer's Counsel	January 20, 2023	Complete	Wire instructions, ABA routing numbers, and account references for each payee confirmed
H-2	H. Funds Flow and Payments	Wire transfer of $14,500,000 upfront cash consideration to Voss Chemical Industries, Inc.	Buyer	January 20, 2023	Complete	Per funds flow memorandum
H-3	H. Funds Flow and Payments	Wire transfer of $2,000,000 escrow deposit to Pinnacle Trust Company escrow account (Ref: PT-2023-00418)	Buyer	January 20, 2023	Complete	Escrow release date: January 20, 2024 (12 months post-Closing), net of pending indemnification claims
H-4	H. Funds Flow and Payments	Confirmation that earnout payments (up to $3,500,000 maximum) are contingent and not funded at Closing; Earnout Period: January 17, 2023 – January 16, 2025; payment due within 60 days after Earnout Period end (March 17, 2025)	Buyer's Counsel	January 20, 2023	Complete / Noted	Volume-based: threshold 2,400,000 gal / target 3,000,000 gal ($1,500,000) / stretch 3,800,000 gal ($3,500,000 max); $2.50/gal interpolation
H-5	H. Funds Flow and Payments	Confirmation of wire receipts — acknowledgment of receipt from all payees (Seller, Escrow Agent, R&W carrier)	Buyer's Counsel	January 20, 2023	Complete	All wire confirmations received on Closing Date
I-1	I. Third-Party Consents	Landlord Consent — Niagara Industrial Realty LLC consent to assignment/new direct lease for Tonawanda manufacturing facility (790 Niagara Falls Boulevard, Tonawanda, NY 14150); new lease at $14.50/sq ft/yr for 42,000 sq ft ($609,000/yr)	Seller's Counsel / Buyer's Counsel	January 20, 2023	Complete	Niagara Industrial Realty LLC, 1600 Genesee Street, Suite 100, Buffalo, NY 14211
I-2	I. Third-Party Consents	Third-party consents for assigned customer contracts — consents obtained for all customer supply agreements requiring change-of-control or assignment consent (subset of 23 active contracts)	Seller / Seller's Counsel	January 20, 2023	Complete	Top 5 customers represent ~58% of ProShield product line revenue
I-3	I. Third-Party Consents	Transfer/assignment of permits (to the extent transferable) related to ProShield product line operations	Seller / Buyer	January 20, 2023	Complete	Included in Acquired Assets per APA
I-4	I. Third-Party Consents	Consent from key raw material suppliers — confirmation of continued supply terms for polymer resins and specialty additives	Seller / Buyer	January 20, 2023	Complete	Three principal suppliers confirmed continuation of existing pricing and terms
J-1	J. Due Diligence and Environmental	Phase I Environmental Site Assessment — delivered by Northbridge Environmental Consulting Group LLC (Project Manager: Aaron Lindquist, P.E.) for Tonawanda manufacturing facility	Buyer's Counsel / Environmental Consultant	November 4, 2022	Complete	Northbridge Environmental Consulting Group LLC, 6700 Beta Drive, Suite 210, Mayfield Village, OH 44143
J-2	J. Due Diligence and Environmental	Confirmation that pre-Closing environmental remediation obligations are Excluded Liabilities (subject to Seller indemnification per APA)	Buyer's Counsel	January 20, 2023	Complete / Noted	Per APA indemnification provisions
K-1	K. Restrictive Covenants and Post-Closing Obligations	Non-Competition Agreement — Frederick G. Voss and Elena M. Voss each bound by 4-year non-compete (specialty industrial coatings, United States and Canada) from Closing Date (through January 20, 2027)	Seller Principals	January 20, 2023	Complete	Included in APA (Seller Principals signing parties)
K-2	K. Restrictive Covenants and Post-Closing Obligations	Non-Solicitation Agreement — Frederick G. Voss and Elena M. Voss each bound by 3-year non-solicitation of transferred employees and ProShield customers from Closing Date (through January 20, 2026)	Seller Principals	January 20, 2023	Complete	Included in APA
K-3	K. Restrictive Covenants and Post-Closing Obligations	Confirmation of earnout measurement provisions — volume-based earnout (gallons of ProShield-branded coatings shipped); Buyer operational covenants during Earnout Period; dispute resolution via Halcyon Chartered Accountants LLP (or mutually agreed substitute)	Buyer's Counsel / Seller's Counsel	January 20, 2023	Complete	Halcyon Chartered Accountants LLP, 1301 East 9th Street, Suite 2400, Cleveland, OH 44114; Engagement Partner: Martin Szabo, CPA
K-4	K. Restrictive Covenants and Post-Closing Obligations	Working capital adjustment — estimated NWC at Closing: $1,850,000; Target NWC: $1,800,000; true-up within 90 days post-Closing (deadline: April 20, 2023); dollar-for-dollar adjustment, no collar	Buyer / Buyer's Counsel	January 20, 2023	Complete / Noted	Final Closing balance sheet to be prepared by Buyer
L-1	L. Indemnification and Survival	Confirmation of indemnification terms — Cap: $4,500,000 (25% of $18,000,000 purchase price); Basket: $180,000 (1% of purchase price; tipping basket — once exceeded, recovery from dollar one); Escrow: $2,000,000 securing Seller's indemnification obligations	Buyer's Counsel / Seller's Counsel	January 20, 2023	Complete / Noted	Per APA Articles on Indemnification
L-2	L. Indemnification and Survival	Confirmation of survival periods — General representations and warranties: 12 months post-Closing (expire January 20, 2024); Fundamental Representations (organization, authority, title to assets, brokers, taxes): 36 months post-Closing (expire January 20, 2026)	Buyer's Counsel / Seller's Counsel	January 20, 2023	Complete / Noted	Per APA survival provisions
L-3	L. Indemnification and Survival	R&W insurance retention split confirmed — $450,000 retention; 50% ($225,000) borne by Seller via indemnification; 50% ($225,000) borne by Buyer	Buyer's Counsel	January 20, 2023	Complete / Noted	Per Coventry Mutual R&W policy; Policy No. CMI-RW-2023-0042
M-1	M. Regulatory and HSR	HSR Act filing — not required; deal value below size-of-transaction threshold	Buyer's Counsel	N/A	N/A — Not Required	Confirmed not applicable
M-2	M. Miscellaneous	Employment offers extended to 34 ProShield product line employees (production, R&D, and sales) by Crestline Packaging Solutions LLC effective as of Closing Date	Buyer	January 20, 2023	Complete	Per APA employee transfer provisions
M-3	M. Miscellaneous	Confirmation of Seller's accounting/tax advisor engagement — Ridgeway & Associates, P.C. (Principal: Denise Ridgeway, CPA) advising Seller on sale structuring and purchase price allocation	Seller	January 20, 2023	Complete / Noted	Ridgeway & Associates, P.C., 95 Franklin Street, Suite 400, Buffalo, NY 14202
M-4	M. Miscellaneous	Closing binder — compilation of all executed transaction documents, certificates, consents, and closing deliverables for distribution to all parties	Buyer's Counsel	February 3, 2023	Pending	Calderwood & Harkness LLP to circulate closing binder within 14 days post-Closing

[sheet: Key Dates & Post-Closing Calend]

Date	Event / Milestone	Responsible Party	Status	Notes
October 3, 2022	Engagement opened; LOI executed	All Parties	Complete	C&H Matter No. 1006-00007
October 10, 2022	Due diligence period begins	Buyer's Counsel / Buyer	Complete
November 4, 2022	Phase I Environmental Site Assessment delivered by Northbridge Environmental Consulting Group LLC	Environmental Consultant	Complete	Project Manager: Aaron Lindquist, P.E.
November 7, 2022	Draft APA circulated to Seller's counsel (Langford, Crewe & Cascade Insurance Brokers)	Buyer's Counsel	Complete	Transmitted by Ryan Kowalski to Patricia Okonkwo
November 22, 2022	R&W insurance binder issued by Coventry Mutual Insurance Co.	Buyer's Counsel / R&W Carrier	Complete	Policy No. CMI-RW-2023-0042; Underwriter: Gail Emerson
November 28, 2022	APA signing / execution; TSA executed	All Parties	Complete	APA, TSA, and ancillary agreements executed
December 19, 2022	Lender consent obtained — Third Amendment to Credit Agreement (Great Lakes Commerce Bank, N.A.); Term Loan C ($12,500,000) approved	Buyer / Lender	Complete	Original Credit Agreement dated March 15, 2021
January 12, 2023	Escrow Agreement executed (Pinnacle Trust Company, Ref: PT-2023-00418)	Buyer / Seller / Escrow Agent	Complete	Trust Officer: Rachel Underwood
January 16, 2023	Target Closing Date (per APA)	All Parties	Deferred to January 20, 2023	Actual Closing occurred January 20, 2023
January 20, 2023	Actual Closing Date — all deliverables completed; funds wired	All Parties	Complete	All closing items delivered; wires confirmed
April 20, 2023	Working capital true-up deadline (90 days post-Closing)	Buyer	Post-Closing	Final Closing balance sheet to be prepared; Target NWC: $1,800,000; Estimated NWC: $1,850,000
July 20, 2023	Transition Services Agreement expiration (6 months post-Closing)	Seller / Buyer	Post-Closing	$35,000/month; max $210,000 total
January 20, 2024	Escrow release date (12 months post-Closing); expiry of general rep survival period	Escrow Agent / All Parties	Post-Closing	$2,000,000 released to Seller net of pending claims
January 16, 2025	Earnout Period end (24 months from January 17, 2023)	Buyer	Post-Closing	Volume measurement: ProShield-branded coatings gallons shipped
March 17, 2025	Earnout payment due (60 days after Earnout Period end)	Buyer	Post-Closing	Up to $3,500,000 maximum; dispute resolution via Halcyon Chartered Accountants LLP
January 20, 2026	Expiry of Fundamental Representations survival period (36 months post-Closing)	All Parties	Post-Closing	Organization, authority, title to assets, brokers, taxes
January 20, 2027	Non-compete covenant expiration (4 years post-Closing for Frederick G. Voss and Elena M. Voss)	Seller Principals	Post-Closing	Specialty industrial coatings, US and Canada

[sheet: Parties & Contacts]

Entity / Person	Role in Transaction	Key Contact	Title	Address	Entity Type / Jurisdiction	Reference Info
Crestline Packaging Solutions LLC	Buyer / Acquiror	Thomas R. Ellison (CEO); Sandra K. Nair (CFO); Derek Amato (General Counsel)	CEO; CFO; GC	4100 Rockside Road, Suite 300, Independence, OH 44131	Delaware LLC	EIN: 82-3194657; Reg. Agent: National Registered Agent Services Inc., 1209 Orange Street, Wilmington, DE 19801
Kestrel Capital Partners Fund III, LP	Equity Sponsor / Sole Member of Buyer	Julian H. Prescott (Managing Partner)	Managing Partner (of GP: Cobalt Ridge Partners Management III, LLC)	200 Clarendon Street, 48th Floor, Boston, MA 02116	Delaware LP	$6,000,000 equity contribution; AUM ~$1.8B
Voss Chemical Industries, Inc.	Seller	Frederick G. Voss (President, 62% shareholder); Elena M. Voss (VP Operations, 38% shareholder)	President; VP Operations	790 Niagara Falls Boulevard, Tonawanda, NY 14150	New York Corporation (inc. 1987)	EIN: 16-2847103
Frederick G. Voss	Seller Principal	President & 62% Shareholder, VCI	14 Orchard Park Lane, Williamsville, NY 14221	Individual	Signing indemnification and non-compete obligations personally
Elena M. Voss	Seller Principal	VP Operations & 38% Shareholder, VCI	227 Parkside Avenue, Buffalo, NY 14214	Individual	Signing indemnification and non-compete obligations personally
Calderwood & Harkness LLP	Buyer's Counsel	Harrison Wexford (Responsible Partner); Beatrice Holloway (Billing Partner); Ryan Kowalski (Lead Associate); Megan Chu (Working Associate)	Partners / Associates, M&A	1114 Avenue of the Americas, 32nd Floor, New York, NY 10036	New York LLP	Matter No. 1006-00007
Langford, Crewe & Cascade Insurance Brokers	Seller's Counsel	Patricia Okonkwo (Lead Partner); James T. Rinaldi (Associate)	Partner / Associate	120 Delaware Avenue, Suite 900, Buffalo, NY 14202	New York LLP
Great Lakes Commerce Bank, N.A.	Buyer's Lender / Administrative Agent	Douglas Fenn (SVP, Relationship Manager)	SVP	127 Public Square, Cleveland, OH 44114	Ohio National Banking Association	Original Credit Agreement: March 15, 2021; Third Amendment: December 19, 2022; Term Loan C: $12,500,000
Pinnacle Trust Company	Escrow Agent	Rachel Underwood (Trust Officer)	Trust Officer	40 Wall Street, 16th Floor, New York, NY 10005	New York Trust Company	Escrow Ref: PT-2023-00418; $2,000,000 deposit
Halcyon Chartered Accountants LLP	Buyer's Accounting/Tax Advisor; Earnout Dispute Accountant	Martin Szabo (Engagement Partner, CPA)	Engagement Partner	1301 East 9th Street, Suite 2400, Cleveland, OH 44114	Ohio LLP	Financial and tax due diligence on ProShield product line
Ridgeway & Associates, P.C.	Seller's Tax Advisor	Denise Ridgeway (Principal, CPA)	Principal	95 Franklin Street, Suite 400, Buffalo, NY 14202	New York PC	Tax advisor on sale structuring and allocation
Northbridge Environmental Consulting Group LLC	Environmental Consultant (for Buyer)	Aaron Lindquist (Project Manager, P.E.)	Project Manager	6700 Beta Drive, Suite 210, Mayfield Village, OH 44143	Ohio LLC	Phase I ESA on Tonawanda facility; report delivered November 4, 2022
Coventry Mutual Insurance Co.	R&W Insurance Carrier (Buyer-side)	Gail Emerson (Underwriter)	Underwriter	500 Boylston Street, Suite 1800, Boston, MA 02116	Massachusetts Mutual Insurance Company	Policy No. CMI-RW-2023-0042; Limit: $9,000,000; Retention: $450,000; Premium: $198,000; Binder: November 22, 2022
Niagara Industrial Realty LLC	Facility Landlord (Tonawanda)	1600 Genesee Street, Suite 100, Buffalo, NY 14211	New York LLC	New direct lease: $14.50/sq ft × 42,000 sq ft = $609,000/yr

[sheet: Closing Checklist]
Item No. | Category | Description | Responsible Party | Due Date | Status | Notes / Reference
A-1 | A. Transaction Agreements — Execution & Delivery | Asset Purchase Agreement — fully executed by Crestline Packaging Solutions LLC (Buyer), Voss Chemical Industries, Inc. (Seller), Frederick G. Voss and Elena M. Voss (Seller Principals); dated November 28, 2022 | Buyer's Counsel / Seller's Counsel | November 28, 2022 | Complete | Executed November 28, 2022; governed by New York law; C&H Matter No. 1006-00007
A-2 | A. Transaction Agreements — Execution & Delivery | Escrow Agreement — executed by Crestline (Buyer), Voss Chemical Industries, Inc. (Seller), and Pinnacle Trust Company (Escrow Agent); Reference No. PT-2023-00418; $2,000,000 escrow deposit; release 12 months post-Closing (January 20, 2024) | Buyer's Counsel / Escrow Agent | January 12, 2023 | Complete | Executed January 12, 2023; Trust Officer: Rachel Underwood; Pinnacle Trust Company, 40 Wall Street, 16th Floor, New York, NY 10005
A-3 | A. Transaction Agreements — Execution & Delivery | Transition Services Agreement — executed by Voss Chemical Industries, Inc. (Service Provider) and Crestline Packaging Solutions LLC (Service Recipient); $35,000/month for up to 6 months post-Closing (total max $210,000); expiration July 20, 2023 | Buyer's Counsel / Seller's Counsel | November 28, 2022 | Complete | Executed November 28, 2022; ancillary to APA; covers manufacturing support, formulation technical assistance, and customer introductions
A-4 | A. Transaction Agreements — Execution & Delivery | Bill of Sale — executed by Voss Chemical Industries, Inc. conveying all Acquired Assets of ProShield product line to Crestline Packaging Solutions LLC | Seller's Counsel | January 20, 2023 | Complete | Delivered at Closing
A-5 | A. Transaction Agreements — Execution & Delivery | Assignment and Assumption Agreement — executed by Seller and Buyer for assignment of 23 active customer supply agreements and assumed post-closing liabilities | Buyer's Counsel / Seller's Counsel | January 20, 2023 | Complete | Covers assumed contracts and post-closing trade payables and warranty obligations
A-6 | A. Transaction Agreements — Execution & Delivery | Intellectual Property Assignment Agreement — executed by Voss Chemical Industries, Inc. assigning ProShield trademark (US Reg. No. 2,876,411), 47 proprietary coating formulations, trade secrets (polymer-modified epoxy and acrylic latex coatings), and customer-specific formulation libraries to Crestline | Buyer's Counsel / Seller's Counsel | January 20, 2023 | Complete | Includes trademark, trade secrets, and formulation IP
A-7 | A. Transaction Agreements — Execution & Delivery | Domain Name Assignment — transfer of proshieldcoatings.com and related web domains from Voss Chemical Industries, Inc. to Crestline Packaging Solutions LLC | Buyer's Counsel / Seller's Counsel | January 20, 2023 | Complete | Registrar transfer initiated at Closing; included in IP Assignment Agreement
B-1 | B. Officer's and Secretary's Certificates | Officer's Certificate of Crestline Packaging Solutions LLC — executed by Thomas R. Ellison (CEO); certifying truth of Buyer's reps and warranties, compliance with covenants, and no Material Adverse Effect | Buyer | January 20, 2023 | Complete | Attaches resolutions of sole member (Kestrel Capital Partners Fund III, LP) authorizing transaction
B-2 | B. Officer's and Secretary's Certificates | Officer's Certificate of Voss Chemical Industries, Inc. — executed by Frederick G. Voss (President); certifying truth of Seller's reps and warranties and compliance with Seller's covenants as of Closing Date | Seller | January 20, 2023 | Complete | Delivered at Closing
B-3 | B. Officer's and Secretary's Certificates | Secretary's Certificate of Crestline Packaging Solutions LLC — certifying organizational documents (Certificate of Formation, LLC Agreement), incumbency of officers (Thomas R. Ellison, CEO; Sandra K. Nair, CFO; Derek Amato, General Counsel), and member resolutions authorizing the acquisition | Buyer | January 20, 2023 | Complete | Delaware LLC; Reg. Agent: National Registered Agent Services Inc., 1209 Orange Street, Wilmington, DE 19801
B-4 | B. Officer's and Secretary's Certificates | Secretary's Certificate of Voss Chemical Industries, Inc. — certifying organizational documents (Certificate of Incorporation, Bylaws), incumbency of officers (Frederick G. Voss, President; Elena M. Voss, VP Operations), and board/shareholder resolutions authorizing the sale of ProShield assets | Seller | January 20, 2023 | Complete | New York corporation (incorporated 1987); EIN: 16-2847103
C-1 | C. Good Standing Certificates | Certificate of Good Standing — Crestline Packaging Solutions LLC from the Delaware Secretary of State | Buyer's Counsel | January 20, 2023 | Complete | Delaware limited liability company
C-2 | C. Good Standing Certificates | Certificate of Good Standing — Voss Chemical Industries, Inc. from the New York Secretary of State | Seller's Counsel | January 20, 2023 | Complete | New York corporation
C-3 | C. Good Standing Certificates | Certificate of Authority — Crestline Packaging Solutions LLC qualification to do business in New York from the New York Secretary of State | Buyer's Counsel | January 20, 2023 | Complete | Foreign LLC qualification required for Tonawanda operations
D-1 | D. Legal Opinions | Legal Opinion of Calderwood & Harkness LLP (Buyer's Counsel) — opining on due organization, authority, and enforceability of Buyer's transaction documents | Buyer's Counsel | January 20, 2023 | Complete | Calderwood & Harkness LLP, 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036; Responsible Partner: Harrison Wexford
D-2 | D. Legal Opinions | Legal Opinion of Langford, Crewe & Cascade Insurance Brokers (Seller's Counsel) — opining on due organization and authority of Seller (VCI), enforceability of Seller's transaction documents, and title to Acquired Assets | Seller's Counsel | January 20, 2023 | Complete | Langford, Crewe & Cascade Insurance Brokers, 120 Delaware Avenue, Suite 900, Buffalo, NY 14202; Lead Partner: Patricia Okonkwo
E-1 | E. Tax and FIRPTA Certificates | FIRPTA Certificate (Non-Foreign Person Affidavit) — executed by Voss Chemical Industries, Inc. certifying that Seller is not a foreign person within the meaning of IRC Section 1445; includes Seller's EIN: 16-2847103 | Seller | January 20, 2023 | Complete | Required to avoid withholding on purchase price payment
E-2 | E. Tax and FIRPTA Certificates | IRS Form W-9 — completed by Voss Chemical Industries, Inc. | Seller | January 20, 2023 | Complete | EIN: 16-2847103
F-1 | F. Lender Consents and Financing | Third Amendment to Credit Agreement — consent of Great Lakes Commerce Bank, N.A. (Administrative Agent) under existing senior secured credit facility (original Credit Agreement dated March 15, 2021) authorizing the ProShield asset acquisition and providing incremental Term Loan C tranche of $12,500,000 | Buyer / Lender | December 19, 2022 | Complete | Great Lakes Commerce Bank, N.A., 127 Public Square, Cleveland, OH 44114; Relationship Manager: Douglas Fenn, SVP
F-2 | F. Lender Consents and Financing | Equity Commitment — confirmation of $6,000,000 capital call funded by Kestrel Capital Partners Fund III, LP to Crestline Packaging Solutions LLC | Buyer / Sponsor | January 20, 2023 | Complete | Kestrel Capital Partners Fund III, LP; GP: Cobalt Ridge Partners Management III, LLC; Managing Partner: Julian H. Prescott; 200 Clarendon Street, 48th Floor, Boston, MA 02116
F-3 | F. Lender Consents and Financing | Incremental Term Loan C draw — $12,500,000 funded by Great Lakes Commerce Bank, N.A. on Closing Date | Lender | January 20, 2023 | Complete | Drawn under Third Amendment dated December 19, 2022
F-4 | F. Lender Consents and Financing | Perfection Certificate and UCC-1 Financing Statements — filed to perfect security interest in Acquired Assets for the benefit of Great Lakes Commerce Bank, N.A. | Buyer's Counsel / Lender's Counsel | January 20, 2023 | Complete | Filed with Delaware Secretary of State and New York Department of State
G-1 | G. Insurance | Representations and Warranties Insurance Policy — buyer-side policy issued by Coventry Mutual Insurance Co.; Policy No. CMI-RW-2023-0042; policy limit $9,000,000; retention $450,000 (split 50/50: $225,000 Seller / $225,000 Buyer); premium $198,000 paid by Buyer | Buyer's Counsel | January 20, 2023 | Complete | Binder date: November 22, 2022; Underwriter: Gail Emerson; Coventry Mutual Insurance Co., 500 Boylston Street, Suite 1800, Boston, MA 02116
G-2 | G. Insurance | Confirmation of R&W insurance premium payment — $198,000 wire to Coventry Mutual Insurance Co. on Closing Date | Buyer | January 20, 2023 | Complete | Included in funds flow memorandum
H-1 | H. Funds Flow and Payments | Funds Flow Memorandum — prepared by Calderwood & Harkness LLP; details all Closing Date wire transfers. Sources: $6,000,000 equity (Ashgrove Equity Partners Fund III) + $12,500,000 Term Loan C (GLCB) = $18,500,000. Uses: $14,500,000 to Seller (upfront cash); $2,000,000 to Pinnacle Trust Company escrow (PT-2023-00418); $198,000 R&W premium to Coventry Mutual; legal fees and transaction expenses (balance) | Buyer's Counsel | January 20, 2023 | Complete | Wire instructions, ABA routing numbers, and account references for each payee confirmed
H-2 | H. Funds Flow and Payments | Wire transfer of $14,500,000 upfront cash consideration to Voss Chemical Industries, Inc. | Buyer | January 20, 2023 | Complete | Per funds flow memorandum
H-3 | H. Funds Flow and Payments | Wire transfer of $2,000,000 escrow deposit to Pinnacle Trust Company escrow account (Ref: PT-2023-00418) | Buyer | January 20, 2023 | Complete | Escrow release date: January 20, 2024 (12 months post-Closing), net of pending indemnification claims
H-4 | H. Funds Flow and Payments | Confirmation that earnout payments (up to $3,500,000 maximum) are contingent and not funded at Closing; Earnout Period: January 17, 2023 – January 16, 2025; payment due within 60 days after Earnout Period end (March 17, 2025) | Buyer's Counsel | January 20, 2023 | Complete / Noted | Volume-based: threshold 2,400,000 gal / target 3,000,000 gal ($1,500,000) / stretch 3,800,000 gal ($3,500,000 max); $2.50/gal interpolation
H-5 | H. Funds Flow and Payments | Confirmation of wire receipts — acknowledgment of receipt from all payees (Seller, Escrow Agent, R&W carrier) | Buyer's Counsel | January 20, 2023 | Complete | All wire confirmations received on Closing Date
I-1 | I. Third-Party Consents | Landlord Consent — Niagara Industrial Realty LLC consent to assignment/new direct lease for Tonawanda manufacturing facility (790 Niagara Falls Boulevard, Tonawanda, NY 14150); new lease at $14.50/sq ft/yr for 42,000 sq ft ($609,000/yr) | Seller's Counsel / Buyer's Counsel | January 20, 2023 | Complete | Niagara Industrial Realty LLC, 1600 Genesee Street, Suite 100, Buffalo, NY 14211
I-2 | I. Third-Party Consents | Third-party consents for assigned customer contracts — consents obtained for all customer supply agreements requiring change-of-control or assignment consent (subset of 23 active contracts) | Seller / Seller's Counsel | January 20, 2023 | Complete | Top 5 customers represent ~58% of ProShield product line revenue
I-3 | I. Third-Party Consents | Transfer/assignment of permits (to the extent transferable) related to ProShield product line operations | Seller / Buyer | January 20, 2023 | Complete | Included in Acquired Assets per APA
I-4 | I. Third-Party Consents | Consent from key raw material suppliers — confirmation of continued supply terms for polymer resins and specialty additives | Seller / Buyer | January 20, 2023 | Complete | Three principal suppliers confirmed continuation of existing pricing and terms
J-1 | J. Due Diligence and Environmental | Phase I Environmental Site Assessment — delivered by Northbridge Environmental Consulting Group LLC (Project Manager: Aaron Lindquist, P.E.) for Tonawanda manufacturing facility | Buyer's Counsel / Environmental Consultant | November 4, 2022 | Complete | Northbridge Environmental Consulting Group LLC, 6700 Beta Drive, Suite 210, Mayfield Village, OH 44143
J-2 | J. Due Diligence and Environmental | Confirmation that pre-Closing environmental remediation obligations are Excluded Liabilities (subject to Seller indemnification per APA) | Buyer's Counsel | January 20, 2023 | Complete / Noted | Per APA indemnification provisions
K-1 | K. Restrictive Covenants and Post-Closing Obligations | Non-Competition Agreement — Frederick G. Voss and Elena M. Voss each bound by 4-year non-compete (specialty industrial coatings, United States and Canada) from Closing Date (through January 20, 2027) | Seller Principals | January 20, 2023 | Complete | Included in APA (Seller Principals signing parties)
K-2 | K. Restrictive Covenants and Post-Closing Obligations | Non-Solicitation Agreement — Frederick G. Voss and Elena M. Voss each bound by 3-year non-solicitation of transferred employees and ProShield customers from Closing Date (through January 20, 2026) | Seller Principals | January 20, 2023 | Complete | Included in APA
K-3 | K. Restrictive Covenants and Post-Closing Obligations | Confirmation of earnout measurement provisions — volume-based earnout (gallons of ProShield-branded coatings shipped); Buyer operational covenants during Earnout Period; dispute resolution via Halcyon Chartered Accountants LLP (or mutually agreed substitute) | Buyer's Counsel / Seller's Counsel | January 20, 2023 | Complete | Halcyon Chartered Accountants LLP, 1301 East 9th Street, Suite 2400, Cleveland, OH 44114; Engagement Partner: Martin Szabo, CPA
K-4 | K. Restrictive Covenants and Post-Closing Obligations | Working capital adjustment — estimated NWC at Closing: $1,850,000; Target NWC: $1,800,000; true-up within 90 days post-Closing (deadline: April 20, 2023); dollar-for-dollar adjustment, no collar | Buyer / Buyer's Counsel | January 20, 2023 | Complete / Noted | Final Closing balance sheet to be prepared by Buyer
L-1 | L. Indemnification and Survival | Confirmation of indemnification terms — Cap: $4,500,000 (25% of $18,000,000 purchase price); Basket: $180,000 (1% of purchase price; tipping basket — once exceeded, recovery from dollar one); Escrow: $2,000,000 securing Seller's indemnification obligations | Buyer's Counsel / Seller's Counsel | January 20, 2023 | Complete / Noted | Per APA Articles on Indemnification
L-2 | L. Indemnification and Survival | Confirmation of survival periods — General representations and warranties: 12 months post-Closing (expire January 20, 2024); Fundamental Representations (organization, authority, title to assets, brokers, taxes): 36 months post-Closing (expire January 20, 2026) | Buyer's Counsel / Seller's Counsel | January 20, 2023 | Complete / Noted | Per APA survival provisions
L-3 | L. Indemnification and Survival | R&W insurance retention split confirmed — $450,000 retention; 50% ($225,000) borne by Seller via indemnification; 50% ($225,000) borne by Buyer | Buyer's Counsel | January 20, 2023 | Complete / Noted | Per Coventry Mutual R&W policy; Policy No. CMI-RW-2023-0042
M-1 | M. Regulatory and HSR | HSR Act filing — not required; deal value below size-of-transaction threshold | Buyer's Counsel | N/A | N/A — Not Required | Confirmed not applicable
M-2 | M. Miscellaneous | Employment offers extended to 34 ProShield product line employees (production, R&D, and sales) by Crestline Packaging Solutions LLC effective as of Closing Date | Buyer | January 20, 2023 | Complete | Per APA employee transfer provisions
M-3 | M. Miscellaneous | Confirmation of Seller's accounting/tax advisor engagement — Ridgeway & Associates, P.C. (Principal: Denise Ridgeway, CPA) advising Seller on sale structuring and purchase price allocation | Seller | January 20, 2023 | Complete / Noted | Ridgeway & Associates, P.C., 95 Franklin Street, Suite 400, Buffalo, NY 14202
M-4 | M. Miscellaneous | Closing binder — compilation of all executed transaction documents, certificates, consents, and closing deliverables for distribution to all parties | Buyer's Counsel | February 3, 2023 | Pending | Calderwood & Harkness LLP to circulate closing binder within 14 days post-Closing
[sheet: Key Dates & Post-Closing Calend]
Date | Event / Milestone | Responsible Party | Status | Notes
October 3, 2022 | Engagement opened; LOI executed | All Parties | Complete | C&H Matter No. 1006-00007
October 10, 2022 | Due diligence period begins | Buyer's Counsel / Buyer | Complete
November 4, 2022 | Phase I Environmental Site Assessment delivered by Northbridge Environmental Consulting Group LLC | Environmental Consultant | Complete | Project Manager: Aaron Lindquist, P.E.
November 7, 2022 | Draft APA circulated to Seller's counsel (Langford, Crewe & Cascade Insurance Brokers) | Buyer's Counsel | Complete | Transmitted by Ryan Kowalski to Patricia Okonkwo
November 22, 2022 | R&W insurance binder issued by Coventry Mutual Insurance Co. | Buyer's Counsel / R&W Carrier | Complete | Policy No. CMI-RW-2023-0042; Underwriter: Gail Emerson
November 28, 2022 | APA signing / execution; TSA executed | All Parties | Complete | APA, TSA, and ancillary agreements executed
December 19, 2022 | Lender consent obtained — Third Amendment to Credit Agreement (Great Lakes Commerce Bank, N.A.); Term Loan C ($12,500,000) approved | Buyer / Lender | Complete | Original Credit Agreement dated March 15, 2021
January 12, 2023 | Escrow Agreement executed (Pinnacle Trust Company, Ref: PT-2023-00418) | Buyer / Seller / Escrow Agent | Complete | Trust Officer: Rachel Underwood
January 16, 2023 | Target Closing Date (per APA) | All Parties | Deferred to January 20, 2023 | Actual Closing occurred January 20, 2023
January 20, 2023 | Actual Closing Date — all deliverables completed; funds wired | All Parties | Complete | All closing items delivered; wires confirmed
April 20, 2023 | Working capital true-up deadline (90 days post-Closing) | Buyer | Post-Closing | Final Closing balance sheet to be prepared; Target NWC: $1,800,000; Estimated NWC: $1,850,000
July 20, 2023 | Transition Services Agreement expiration (6 months post-Closing) | Seller / Buyer | Post-Closing | $35,000/month; max $210,000 total
January 20, 2024 | Escrow release date (12 months post-Closing); expiry of general rep survival period | Escrow Agent / All Parties | Post-Closing | $2,000,000 released to Seller net of pending claims
January 16, 2025 | Earnout Period end (24 months from January 17, 2023) | Buyer | Post-Closing | Volume measurement: ProShield-branded coatings gallons shipped
March 17, 2025 | Earnout payment due (60 days after Earnout Period end) | Buyer | Post-Closing | Up to $3,500,000 maximum; dispute resolution via Halcyon Chartered Accountants LLP
January 20, 2026 | Expiry of Fundamental Representations survival period (36 months post-Closing) | All Parties | Post-Closing | Organization, authority, title to assets, brokers, taxes
January 20, 2027 | Non-compete covenant expiration (4 years post-Closing for Frederick G. Voss and Elena M. Voss) | Seller Principals | Post-Closing | Specialty industrial coatings, US and Canada
[sheet: Parties & Contacts]
Entity / Person | Role in Transaction | Key Contact | Title | Address | Entity Type / Jurisdiction | Reference Info
Crestline Packaging Solutions LLC | Buyer / Acquiror | Thomas R. Ellison (CEO); Sandra K. Nair (CFO); Derek Amato (General Counsel) | CEO; CFO; GC | 4100 Rockside Road, Suite 300, Independence, OH 44131 | Delaware LLC | EIN: 82-3194657; Reg. Agent: National Registered Agent Services Inc., 1209 Orange Street, Wilmington, DE 19801
Kestrel Capital Partners Fund III, LP | Equity Sponsor / Sole Member of Buyer | Julian H. Prescott (Managing Partner) | Managing Partner (of GP: Cobalt Ridge Partners Management III, LLC) | 200 Clarendon Street, 48th Floor, Boston, MA 02116 | Delaware LP | $6,000,000 equity contribution; AUM ~$1.8B
Voss Chemical Industries, Inc. | Seller | Frederick G. Voss (President, 62% shareholder); Elena M. Voss (VP Operations, 38% shareholder) | President; VP Operations | 790 Niagara Falls Boulevard, Tonawanda, NY 14150 | New York Corporation (inc. 1987) | EIN: 16-2847103
Frederick G. Voss | Seller Principal | President & 62% Shareholder, VCI | 14 Orchard Park Lane, Williamsville, NY 14221 | Individual | Signing indemnification and non-compete obligations personally
Elena M. Voss | Seller Principal | VP Operations & 38% Shareholder, VCI | 227 Parkside Avenue, Buffalo, NY 14214 | Individual | Signing indemnification and non-compete obligations personally
Calderwood & Harkness LLP | Buyer's Counsel | Harrison Wexford (Responsible Partner); Beatrice Holloway (Billing Partner); Ryan Kowalski (Lead Associate); Megan Chu (Working Associate) | Partners / Associates, M&A | 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036 | New York LLP | Matter No. 1006-00007
Langford, Crewe & Cascade Insurance Brokers | Seller's Counsel | Patricia Okonkwo (Lead Partner); James T. Rinaldi (Associate) | Partner / Associate | 120 Delaware Avenue, Suite 900, Buffalo, NY 14202 | New York LLP
Great Lakes Commerce Bank, N.A. | Buyer's Lender / Administrative Agent | Douglas Fenn (SVP, Relationship Manager) | SVP | 127 Public Square, Cleveland, OH 44114 | Ohio National Banking Association | Original Credit Agreement: March 15, 2021; Third Amendment: December 19, 2022; Term Loan C: $12,500,000
Pinnacle Trust Company | Escrow Agent | Rachel Underwood (Trust Officer) | Trust Officer | 40 Wall Street, 16th Floor, New York, NY 10005 | New York Trust Company | Escrow Ref: PT-2023-00418; $2,000,000 deposit
Halcyon Chartered Accountants LLP | Buyer's Accounting/Tax Advisor; Earnout Dispute Accountant | Martin Szabo (Engagement Partner, CPA) | Engagement Partner | 1301 East 9th Street, Suite 2400, Cleveland, OH 44114 | Ohio LLP | Financial and tax due diligence on ProShield product line
Ridgeway & Associates, P.C. | Seller's Tax Advisor | Denise Ridgeway (Principal, CPA) | Principal | 95 Franklin Street, Suite 400, Buffalo, NY 14202 | New York PC | Tax advisor on sale structuring and allocation
Northbridge Environmental Consulting Group LLC | Environmental Consultant (for Buyer) | Aaron Lindquist (Project Manager, P.E.) | Project Manager | 6700 Beta Drive, Suite 210, Mayfield Village, OH 44143 | Ohio LLC | Phase I ESA on Tonawanda facility; report delivered November 4, 2022
Coventry Mutual Insurance Co. | R&W Insurance Carrier (Buyer-side) | Gail Emerson (Underwriter) | Underwriter | 500 Boylston Street, Suite 1800, Boston, MA 02116 | Massachusetts Mutual Insurance Company | Policy No. CMI-RW-2023-0042; Limit: $9,000,000; Retention: $450,000; Premium: $198,000; Binder: November 22, 2022
Niagara Industrial Realty LLC | Facility Landlord (Tonawanda) | 1600 Genesee Street, Suite 100, Buffalo, NY 14211 | New York LLC | New direct lease: $14.50/sq ft × 42,000 sq ft = $609,000/yr

[sheet: Closing Checklist]

Record

Parties

Dates

Amounts