1006-00003 · Crestline Packaging Solutions LLC · Engagement & Administrative

conflict-check-memorandum.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP 1900 Euclid Avenue, Suite 3200 Cleveland, OH 44115

MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT

TO: Beatrice Holloway, Partner, Mergers & Acquisitions

FROM: Simone Estrada, Paralegal

DATE: July 18, 2022

RE: Conflict of Interest Check — Proposed New Matter: Environmental Due Diligence in Connection with Crestline Packaging Solutions LLC's Proposed Acquisition of Allegheny Chemical Coatings, Inc.

PROPOSED MATTER NUMBER: 1006-00003

STATUS: CLEARED — No Conflicts Identified

I. Purpose

This memorandum documents the results of the conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Crestline Packaging Solutions LLC ("Crestline" or the "Client") to provide environmental due diligence services relating to the proposed acquisition of Allegheny Chemical Coatings, Inc. ("ACC" or the "Target"). The scope of the proposed engagement encompasses the review and assessment of environmental liabilities, regulatory compliance, contamination exposure, and related risk factors associated with ACC's operations and real property holdings in anticipation of Crestline's contemplated acquisition of one hundred percent of the issued and outstanding shares of ACC.

The conflict check was conducted in accordance with the Firm's Conflicts of Interest Policy (revised January 2021) and the applicable Ohio Rules of Professional Conduct, including without limitation Rules 1.7 (Conflict of Interest: Current Clients), 1.8 (Conflict of Interest: Current Clients — Specific Rules), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest). The undersigned also consulted the American Bar Association Model Rules of Professional Conduct for supplementary guidance where appropriate.

The conflict check was initiated on July 15, 2022, upon receipt of the intake request from Beatrice Holloway, and was completed on July 18, 2022. This memorandum sets forth a comprehensive account of the parties and entities searched, the methodology employed, the results obtained, and the conclusions reached regarding the Firm's ability to accept and proceed with the proposed engagement.

II. Requesting Attorney and Proposed Engagement Team

The following attorneys and professional staff have been designated as the proposed engagement team for Matter No. 1006-00003. Each individual's role, practice group, and conflict-clearance status are set forth below.

Each member of the proposed engagement team was individually contacted and asked to confirm whether he or she has any personal conflicts of interest — including any financial interest, familial relationship, prior professional engagement, or other circumstance — with respect to any of the parties identified in Section IV of this memorandum. Each team member affirmatively confirmed that he or she has no personal conflicts with any of the parties listed below. Written confirmations were received via internal e-mail and have been preserved in the electronic conflicts file for this matter.

It should be noted that Beatrice Holloway previously served as the responsible partner on Matter No. 1006-00003, a portfolio company acquisition for Briarwood Capital Partners LP that closed in March 2022. That prior engagement is consistent with and supportive of the Firm's existing relationship with Briarwood and the proposed new matter. Similarly, Grace Nakamura served as the lead associate on Matter No. 1006-00003, a supply agreement review for Crestline that closed in February 2022. Both prior representations are addressed in greater detail in Section VI below.

III. Client Identification

The following information identifies the proposed client, its ownership structure, and key contacts for purposes of this conflict check and the proposed engagement.

Client:

Crestline Packaging Solutions LLC, an Ohio limited liability company

Headquarters: 4100 Riverside Commerce Drive, Suite 300, Dayton, OH 45402

Industry: Chemicals, manufacturing — specialty packaging solutions including coated substrates, barrier films, and industrial laminates. Crestline's operations span four manufacturing facilities in Ohio and Indiana, with approximately 1,200 employees. The company services customers in the food packaging, pharmaceutical, agricultural, and industrial sectors.

Ownership: Crestline is a wholly-owned portfolio company of Briarwood Capital Partners LP (Fund IV), a Delaware limited partnership. Briarwood Capital Partners acquired Crestline in 2019 as part of its fourth institutional fund.

General Partner of Briarwood: Briarwood Capital Management LLC, a Delaware limited liability company, serves as the general partner of Briarwood Capital Partners LP and its affiliated fund vehicles, including Briarwood Capital Partners Fund IV LP.

Principal Office of Briarwood: 712 Lexington Avenue, 18th Floor, New York, NY 10065

Key Client Contacts:

• Martin Cavanaugh — Chief Executive Officer, Crestline Packaging Solutions LLC

• Sandra Weiss — Chief Financial Officer, Crestline Packaging Solutions LLC

• Derek Huang — General Counsel, Crestline Packaging Solutions LLC (designated as the primary contact for this engagement)

• Patricia Okonkwo — Vice President, Environmental Health & Safety, Crestline Packaging Solutions LLC

Key Sponsor Contacts:

• Elliot Greenberg — Managing Partner, Briarwood Capital Partners

• Vanessa Moretti — Deal Partner, Briarwood Capital Partners (lead deal partner on the proposed ACC acquisition)

• Hugh Bancroft — Operating Partner, Briarwood Capital Partners

The Firm has an existing attorney-client relationship with both Crestline and Briarwood Capital Partners, as detailed further in Section VI below. The proposed engagement is understood to be a direct extension of the Firm's ongoing advisory relationship with these entities.

IV. Parties and Entities Searched

The following parties and affiliated entities were searched against the Firm's conflict database (C&H ConflictsPlus system). Searches included cross-checks against all active matters, dormant matters, matters closed within the last ten years, and adverse party records maintained in the system. A total of forty-two (42) distinct parties and individuals were searched. The parties are organized below by category for ease of reference.

A. Target and Target Affiliates

1. Allegheny Chemical Coatings, Inc. ("ACC") — A Pennsylvania corporation, incorporated in 1987. Headquarters located at 2200 Iron Works Boulevard, McKeesport, PA 15132. ACC is a manufacturer of specialty chemical coatings for industrial and packaging applications. The company operates two manufacturing facilities in Pennsylvania (McKeesport and Canonsburg) and two additional facilities in West Virginia (Clarksburg and Weirton).

2. Walter Kessler — Founder and Chairman of the Board of Directors, ACC. Mr. Kessler holds approximately sixty-two percent (62%) of the outstanding shares of ACC common stock directly. He is the original founder of the company and has served as Chairman since its incorporation.

3. Thomas Kessler — President and Chief Executive Officer, ACC. Mr. Kessler holds approximately eighteen percent (18%) of the outstanding shares of ACC common stock. He is the son of Walter Kessler and has served as President and CEO since 2012.

4. Margaret Kessler — Spouse of Walter Kessler. Mrs. Kessler serves as the Trustee of The Walter G. Kessler Revocable Trust (dated March 15, 2004). Through the Trust, she controls approximately twelve percent (12%) of the outstanding shares of ACC common stock.

5. The Walter G. Kessler Revocable Trust, dated March 15, 2004 — Also searched under the variation "Kessler Family Trust." This trust holds approximately twelve percent (12%) of ACC's outstanding shares and is administered by Margaret Kessler as Trustee.

6. Diane Pulaski — Vice President, Operations, ACC.

7. Raymond Szabo — Vice President, Finance, ACC.

8. Carl Johannsen — Environmental, Health & Safety Manager, ACC. Mr. Johannsen is expected to be a principal point of contact during the environmental due diligence process and may be involved in the production of environmental records and facility access coordination.

9. ACC Employee Stock Ownership Plan ("ESOP") — The ACC ESOP holds approximately eight percent (8%) of the outstanding shares of ACC common stock. The ESOP was established in 2001 for the benefit of eligible employees of ACC.

B. Seller's Counsel

10. Hargrove, Dalton & Speer LLP — A Pennsylvania limited liability partnership. Principal offices at 500 Grant Street, Suite 3800, Pittsburgh, PA 15219. Hargrove, Dalton & Speer has been identified as the law firm representing ACC and its shareholders in connection with the proposed transaction.

11. Franklin Speer — Lead Partner at Hargrove, Dalton & Speer LLP handling the sale transaction on behalf of ACC and the Kessler family.

12. Megan Trask — Associate at Hargrove, Dalton & Speer LLP assigned to the transaction.

C. Seller's Financial Advisor / Investment Bank

13. Veltrano Partners LLC — A Pennsylvania limited liability company. Offices at 600 Smithfield Street, Suite 1200, Pittsburgh, PA 15222. Veltrano Partners has been engaged by ACC as its financial advisor and investment bank in connection with the proposed sale.

14. Nathan Ashford — Managing Director, Veltrano Partners LLC. Mr. Ashford is the lead banker on the sell-side advisory engagement.

15. Kelly Buchanan — Vice President, Veltrano Partners LLC. Ms. Buchanan is the deal team member supporting Mr. Ashford on the engagement.

D. Client and Client Affiliates (for Adverse-Party Cross-Check)

In accordance with the Firm's standard conflicts protocol, the Client and its affiliates were also searched to confirm that no adverse representation exists within the Firm and that all existing relationships are consistent with the proposed engagement.

16. Crestline Packaging Solutions LLC — Ohio LLC (the Client).

17. Briarwood Capital Partners LP — Delaware LP (the Sponsor).

18. Briarwood Capital Management LLC — Delaware LLC (General Partner of Briarwood Capital Partners LP).

19. Briarwood Capital Partners Fund IV LP — Delaware LP (Fund IV; reported fund size approximately $2.1 billion).

20. Martin Cavanaugh — CEO, Crestline.

21. Sandra Weiss — CFO, Crestline.

22. Derek Huang — General Counsel, Crestline.

23. Patricia Okonkwo — VP, Environmental Health & Safety, Crestline.

24. Elliot Greenberg — Managing Partner, Briarwood Capital Partners.

25. Vanessa Moretti — Deal Partner, Briarwood Capital Partners.

26. Hugh Bancroft — Operating Partner, Briarwood Capital Partners.

E. Other Known Third Parties

27. TerraVerde Environmental Consulting LLC — An Ohio limited liability company. Offices at 1350 Polaris Parkway, Suite 220, Columbus, OH 43240. TerraVerde is the environmental consulting firm that the Client intends to retain under C&H's direction to perform Phase I and Phase II environmental site assessments and related technical evaluations of ACC's facilities.

28. Dr. Nina Sorensen — Principal-in-Charge, TerraVerde Environmental Consulting LLC.

29. Kevin O'Malley — Project Manager, TerraVerde Environmental Consulting LLC.

30. Commonwealth National Bank, N.A. — A national banking association. Principal offices at 100 East Broad Street, Columbus, OH 43215. Commonwealth National Bank has been identified as the proposed acquisition lender for the transaction and is expected to provide senior secured credit facilities to Crestline in connection with the acquisition financing.

31. Victoria Chen — Managing Director, Commonwealth National Bank, N.A. Ms. Chen is the lead banking relationship officer for the proposed credit facility.

32. Pendleton & Cascade Insurance Brokers — An Ohio limited liability partnership. Offices at 200 Public Square, Suite 2700, Cleveland, OH 44114. Pendleton & Marsh has been engaged by Crestline as its financial due diligence advisor for the proposed acquisition.

33. Robert Feinstein — Engagement Partner, Pendleton & Cascade Insurance Brokers.

34. Birchall, Stokes & Owens LLP — A Pennsylvania limited liability partnership. Offices at 1 PPG Place, Suite 1400, Pittsburgh, PA 15222. Birchall, Stokes & Owens serves as ACC's independent auditor and has issued audited financial statements for ACC for the fiscal years ended December 31, 2019, 2020, and 2021.

35. Judith Strickland — Engagement Partner, Birchall, Stokes & Owens LLP.

36. Mountainview Properties LLC — A West Virginia limited liability company. Mountainview Properties is the landlord of the facility leased by ACC at its Clarksburg, West Virginia location. The Clarksburg facility is one of the four manufacturing sites that will be subject to environmental due diligence review.

37. Gerald Boothe — Managing Member, Mountainview Properties LLC.

38. Northern Panhandle Realty Corp. — A West Virginia corporation. Northern Panhandle Realty is the landlord of the facility leased by ACC at its Weirton, West Virginia location. The Weirton facility is one of the four manufacturing sites that will be subject to environmental due diligence review.

39. Susan Delvecchio — President, Northern Panhandle Realty Corp.

F. Potential Insurance and Advisory Parties (Known at Time of Check)

40. Whitfield & Calder Insurance Advisors LLC — An Illinois limited liability company. Offices at 227 West Monroe Street, Suite 1800, Chicago, IL 60606. Whitfield & Calder has been identified as the environmental insurance broker that may be engaged to assist Crestline in procuring pollution legal liability insurance or other environmental insurance products in connection with the acquisition.

41. Douglas Whitfield — Senior Vice President, Whitfield & Calder Insurance Advisors LLC.

42. Lauren Petrov — Account Executive, Whitfield & Calder Insurance Advisors LLC.

V. Search Methodology

The conflict of interest searches described in this memorandum were conducted using the following methodology, which is consistent with the Firm's established Conflicts of Interest Policy and standard operating procedures for new matter intake.

Database Searches. All searches were conducted in the C&H ConflictsPlus database on July 15, 2022, and July 16, 2022. The ConflictsPlus system is the Firm's centralized conflicts management platform and contains records for all matters opened since the system's implementation in 2007, as well as historical matter records migrated from the Firm's prior conflict-checking systems dating back to 1998. The database is updated on a continuous, real-time basis as new matters are opened, parties are added, and matters are closed or reclassified.

Search Parameters — Entity Names. Each entity name identified in Section IV above was searched using the following three algorithms available in the ConflictsPlus system:

(a) Exact match — a search for the entity name as entered, including punctuation and legal entity designators (e.g., "LLC," "Inc.," "LLP," "N.A.");

(b) Phonetic match — a search using the system's phonetic matching algorithm (Soundex-based), which identifies names that sound similar to the searched name even if spelled differently; and

(c) Partial-string match — a search for any record containing a substring of the searched name, with a minimum string length of four characters.

Search Parameters — Individual Names. Each individual name identified in Section IV above was searched using the following parameters:

(a) First name / last name combination — the full name as provided;

(b) Last name only — to capture any records in which only a surname was entered or in which the individual may appear under a different first name or initial; and

(c) Known aliases or variations — where applicable, common diminutives, alternate spellings, and maiden names were also searched. For this particular check, no known aliases or variations were identified for any of the searched individuals beyond those noted in Section IV (e.g., "Kessler Family Trust" as a variation of "The Walter G. Kessler Revocable Trust, dated March 15, 2004").

Scope of Database Records. The searches encompassed the following categories of records maintained in the ConflictsPlus system:

(a) All active matters (currently open and receiving time or cost entries);

(b) All matters closed within the last ten (10) years (closed date on or after July 18, 2012);

(d) All adverse party records, including records of parties identified as adversaries, counterparties, or opposing parties in any matter; and

(e) All lateral attorney records for attorneys who joined the Firm within the past three (3) years, including prior-firm client lists and adverse party disclosures submitted during the lateral onboarding process.

Manual Review. In addition to the automated database searches described above, the undersigned conducted a manual review of the search results to identify any related-party connections, indirect conflicts, or other circumstances that might not be apparent from the automated search results alone. This manual review included an assessment of corporate affiliations, family relationships, and overlapping party networks that could give rise to a conflict or the appearance of a conflict. The manual review also included a check of publicly available information to confirm the identity of any phonetic or partial-string matches flagged by the system.

Team Member Confirmation. As noted in Section II above, each member of the proposed engagement team was individually contacted and asked to confirm the absence of personal conflicts. These confirmations were obtained via internal e-mail between July 15, 2022, and July 17, 2022.

VI. Results

A. Entity-Level Results

The following summarizes the results of the entity-level searches conducted in the ConflictsPlus system for each category of parties identified in Section IV.

Target and Target Affiliates.

No current or prior representations of Allegheny Chemical Coatings, Inc. were identified in the C&H ConflictsPlus system. ACC does not appear as a client, former client, adverse party, or other party in any active, dormant, or closed matter in the Firm's database. The search was conducted under both the full legal name "Allegheny Chemical Coatings, Inc." and the abbreviation "ACC," as well as phonetic and partial-string variations. No matches were returned.

No current or prior representations of The Walter G. Kessler Revocable Trust, dated March 15, 2004, were identified. The search was also conducted under the variation "Kessler Family Trust." No matches were returned for either variation, and the Trust does not appear in any capacity in the Firm's records.

No current or prior representations of any Kessler family member — including Walter Kessler, Thomas Kessler, and Margaret Kessler — were identified, subject to the phonetic match discussion set forth in Section VI.B below regarding a different individual named "Walter Kessler."

No current or prior representations of the ACC Employee Stock Ownership Plan were identified. No matches were returned.

No current or prior representations of Diane Pulaski, Raymond Szabo, or Carl Johannsen were identified. No matches were returned for any of these individuals.

Seller's Counsel.

No current or prior representations of Hargrove, Dalton & Speer LLP or any of its named partners or associates were identified in the C&H ConflictsPlus system. The firm does not appear as a client, former client, adverse party, co-counsel, or other party in any matter in the Firm's database. Specifically, no entries were found for Franklin Speer or Megan Trask in any capacity.

Seller's Financial Advisor / Investment Bank.

No current or prior representations of Veltrano Partners LLC were identified. No entries were found for Nathan Ashford or Kelly Buchanan. Veltrano Partners does not appear in any capacity in the Firm's records.

Client and Client Affiliates.

Crestline Packaging Solutions LLC appears as an existing client of Calderwood & Harkness LLP. The following matters were identified:

• Matter No. 1006-00003 — General corporate counseling. James Prentice serves as the responsible partner. This is an active, ongoing matter. The scope of this engagement includes general corporate advice, governance matters, and miscellaneous transactional support. The proposed environmental due diligence engagement is consistent with and complementary to this existing representation. No adverse relationship exists.

• Matter No. 1006-00003 — Supply agreement review. Grace Nakamura served as the lead associate. This matter was closed in February 2022. The engagement involved the review and negotiation of a multi-year supply agreement between Crestline and a third-party raw materials supplier. No adverse relationship exists. The matter has been formally closed and all outstanding obligations have been fulfilled.

The existence of these matters confirms the Firm's ongoing attorney-client relationship with Crestline and is fully consistent with the proposed new engagement.

Briarwood Capital Partners LP appears as an existing client of Calderwood & Harkness LLP. The following matters were identified:

• Matter No. 1006-00003 — Fund formation. This matter was handled by the Firm's New York office and involved the formation and structuring of one of Briarwood's investment fund vehicles. The matter was closed in 2020. No adverse relationship exists.

• Matter No. 1006-00003 — Portfolio company acquisition. Beatrice Holloway served as the responsible partner. This matter involved legal advisory services in connection with a prior acquisition by a Briarwood portfolio company (not Crestline). The matter was closed in March 2022. No adverse relationship exists. The successful completion of this engagement further confirms the Firm's existing and productive relationship with Briarwood.

The existing client relationships with both Crestline and Briarwood Capital Partners are consistent with and supportive of the proposed new matter.

Briarwood Capital Management LLC and Briarwood Capital Partners Fund IV LP — No separate entries were identified for these affiliated entities beyond the Briarwood Capital Partners LP entries described above. The Firm's records associate these entities with the same client family. No adverse relationship exists.

All individual client contacts at Crestline and Briarwood — including Martin Cavanaugh, Sandra Weiss, Derek Huang, Patricia Okonkwo, Elliot Greenberg, Vanessa Moretti, and Hugh Bancroft — appear in the Firm's records solely in their capacity as contacts associated with the existing Crestline and Briarwood client relationships. No adverse entries were identified for any of these individuals.

Other Known Third Parties.

Commonwealth National Bank, N.A. appears as a counterparty in two closed lending transactions in which Calderwood & Harkness represented borrower clients:

• Matter No. 1006-00003 — The Firm represented a borrower client (not Crestline or any Briarwood affiliate) in a secured credit facility in which Commonwealth National Bank served as the lead lender. This matter was closed prior to 2020. Commonwealth appeared solely as an arm's-length counterparty.

• Matter No. 1006-00003 — The Firm represented a different borrower client in a refinancing transaction in which Commonwealth National Bank participated as a member of the lending syndicate. This matter was also closed. Commonwealth appeared solely as an arm's-length counterparty.

No current representation of Commonwealth National Bank exists. Commonwealth does not appear as a client or former client of the Firm. The Firm has no ongoing matters involving Commonwealth in any capacity. In the proposed transaction, Commonwealth is expected to serve as the acquisition lender, providing senior secured credit facilities to Crestline. This is an arm's-length commercial lending relationship, and the Firm's prior encounters with Commonwealth as a counterparty in unrelated lending transactions do not give rise to any conflict of interest. This determination has been reviewed and confirmed.

Pendleton & Cascade Insurance Brokers — No entries found. The firm does not appear in the Firm's conflict database in any capacity.

Birchall, Stokes & Owens LLP — No entries found. The firm does not appear in the Firm's conflict database in any capacity.

TerraVerde Environmental Consulting LLC — No entries found. TerraVerde does not appear in the Firm's conflict database in any capacity.

Whitfield & Calder Insurance Advisors LLC — No entries found. Whitfield & Calder does not appear in the Firm's conflict database in any capacity.

Mountainview Properties LLC — No entries found. Mountainview Properties does not appear in the Firm's conflict database in any capacity.

Northern Panhandle Realty Corp. — No entries found. Northern Panhandle Realty does not appear in the Firm's conflict database in any capacity.

All other searched entities not specifically addressed above returned no matches in the ConflictsPlus system and do not appear in the Firm's conflict database in any capacity.

B. Individual-Level Results

The following summarizes the results of the individual-level searches conducted in the ConflictsPlus system.

Walter Kessler — The exact-match search for "Walter Kessler" returned no results. However, the phonetic match algorithm returned one hit associated with Matter No. 1006-00003, an estate planning matter handled by the Firm's New York office that was closed in 2015. Upon manual review, the individual associated with that matter was determined to be Walter R. Kessler of Westchester County, New York, a retired financial services executive with no familial, business, or other relationship to the Kessler family associated with Allegheny Chemical Coatings, Inc. The manual review included a comparison of the addresses, biographical information, and engagement details on file for the New York matter against the publicly available information regarding Walter Kessler of ACC. The two individuals are clearly distinct persons. Accordingly, this phonetic match does not give rise to any conflict of interest and has been resolved.

Thomas Kessler — No entries found. No exact, phonetic, or partial-string matches were returned.

Margaret Kessler — No entries found. No exact, phonetic, or partial-string matches were returned.

Franklin Speer — No entries found. No exact, phonetic, or partial-string matches were returned.

Megan Trask — No entries found.

Nathan Ashford — No entries found.

Kelly Buchanan — No entries found.

Diane Pulaski — No entries found.

Raymond Szabo — No entries found.

Carl Johannsen — No entries found.

Dr. Nina Sorensen — No entries found.

Kevin O'Malley — No entries found.

Victoria Chen — No entries found.

Robert Feinstein — No entries found.

Judith Strickland — No entries found.

Gerald Boothe — No entries found.

Susan Delvecchio — No entries found.

Douglas Whitfield — No entries found.

Lauren Petrov — No entries found.

All other searched individuals — No entries were found, with the exception of existing client contacts at Crestline and Briarwood Capital Partners (Martin Cavanaugh, Sandra Weiss, Derek Huang, Patricia Okonkwo, Elliot Greenberg, Vanessa Moretti, and Hugh Bancroft), whose appearances in the Firm's database are solely in connection with the existing client relationships described above and are consistent with and supportive of this engagement.

C. Lateral Attorney Cross-Check

In accordance with the Firm's lateral onboarding protocol, the prior-firm client lists and adverse party disclosures for all lateral attorneys who joined Calderwood & Harkness within the past three years were reviewed as part of this conflict check.

Harrison Caldwell joined Calderwood & Harkness as Of Counsel in January 2021. Prior to joining the Firm, Mr. Caldwell was a member of Northfield & Associates LLP, a Cleveland-based environmental law firm. As part of the lateral onboarding process, Mr. Caldwell's prior-firm client list was imported into the ConflictsPlus system. A targeted review of Mr. Caldwell's prior-firm records was conducted, specifically searching for any representations of Allegheny Chemical Coatings, Inc., any member of the Kessler family, Hargrove, Dalton & Speer LLP, or any other party identified in Section IV of this memorandum. No such representations were identified. Mr. Caldwell has also independently confirmed that he has no prior professional relationship with ACC, the Kessler family, or any other party involved in this transaction.

No other lateral attorney on the proposed engagement team has any flagged prior-firm matter involving any searched party. Grace Nakamura, Rafael Dominguez, and Simone Estrada have been with Calderwood & Harkness since prior to the three-year lateral review window and are not subject to the lateral cross-check protocol, although their individual conflict confirmations (described in Section II) encompass any prior-firm relationships.

VII. Analysis and Conclusion

Based on the comprehensive conflict of interest check described in this memorandum, the undersigned has reached the following conclusions:

The conflict check has identified no conflicts of interest — actual or potential — that would preclude Calderwood & Harkness LLP from undertaking the proposed engagement to provide environmental due diligence services to Crestline Packaging Solutions LLC in connection with its proposed acquisition of Allegheny Chemical Coatings, Inc. No current or former client relationship, adverse representation, or other circumstance was identified that would create a conflict under Ohio Rules of Professional Conduct 1.7, 1.9, or 1.10, or under any other applicable ethical rule or provision of the Firm's Conflicts of Interest Policy.

The existing client relationships with Crestline Packaging Solutions LLC and Briarwood Capital Partners LP are consistent with and supportive of the proposed new matter. The Firm's prior and ongoing representations of these entities involve subject matter that is complementary to the proposed environmental due diligence engagement, and the proposed engagement team includes attorneys who have previously worked on Crestline and Briarwood matters. There is no adversity between the proposed engagement and any existing or prior matter for these clients.

The two closed matters in which Commonwealth National Bank, N.A. appeared as a counterparty (Matter Nos. 1006-00003 and 1006-00003) do not give rise to any conflict of interest. Commonwealth National Bank is not and has never been a client of the Firm. In both prior matters, Commonwealth appeared solely as an arm's-length commercial lender on the opposite side of a transaction from the Firm's borrower client. In the proposed transaction, Commonwealth is expected to serve as the acquisition lender, providing financing to the Firm's client (Crestline). The Firm's role is not adverse to Commonwealth in any respect, and the prior counterparty relationship does not create a duty of loyalty or confidentiality running from the Firm to Commonwealth.

The phonetic match for "Walter Kessler" identified in connection with Matter No. 1006-00003 has been resolved through manual review and determined to involve a different individual — Walter R. Kessler of Westchester County, New York — with no connection whatsoever to the Target, the Kessler family associated with ACC, or this matter.

No other matches, potential conflicts, or issues of concern were identified during the course of this conflict check. Accordingly, no ethical screen, information barrier, or other protective measure is required in connection with the proposed engagement.

The matter is cleared for acceptance, and the proposed engagement team may proceed with the representation upon formal execution of the engagement letter by the Client.

VIII. Clearance

IX. Ongoing Obligations

The clearance set forth in this memorandum is based on the parties and entities known and identified as of the date of this memorandum. The following ongoing obligations apply to all members of the engagement team and to the Firm generally with respect to this matter:

Supplemental Conflict Checks. If additional parties are identified as the engagement progresses — including, without limitation, additional insurers, co-investors, regulatory counsel, environmental regulators, potential counterparties, additional landlords, lienholders, or other third parties with a material connection to the transaction — supplemental conflict checks must be run and documented in accordance with the Firm's Conflicts of Interest Policy. The responsible partner or lead associate should promptly notify the undersigned or the Conflicts Department of any new parties so that supplemental searches can be initiated without delay.

Prompt Reporting. All engagement team members are reminded of their continuing obligation under the Firm's Conflicts of Interest Policy and the Ohio Rules of Professional Conduct to promptly report any new conflict or potential conflict that comes to their attention during the course of the matter. This includes, but is not limited to, any new personal, financial, or professional relationship with any party to the transaction; any information suggesting that the Firm may have an undisclosed prior relationship with a party; and any change in circumstances that could give rise to the appearance of a conflict.

Record Retention. This memorandum will be maintained in the matter file for Matter No. 1006-00003 and in the Firm's central conflicts records maintained by the Conflicts Department. The memorandum and all supporting documentation — including e-mail confirmations from engagement team members, search result printouts, and any supplemental conflict check memoranda — will be retained in accordance with the Firm's Records Retention Policy.

Classification: Confidential — Attorney Work Product

Distribution: Beatrice Holloway (engagement file); C&H Conflicts Department (central records)

Retention: Per C&H Records Retention Policy, Section 4.3 (Conflict Check Documentation — retain for the life of the matter plus seven years following matter closure)

Prepared by:

________________________________________

Simone Estrada Paralegal Calderwood & Harkness LLP

Date: July 18, 2022

Reviewed and Approved:

________________________________________

Beatrice Holloway Partner, Mergers & Acquisitions Calderwood & Harkness LLP

Date: July 18, 2022

Name	Role	Practice Group
Beatrice Holloway	Responsible Partner	Mergers & Acquisitions
James Prentice	Billing Partner	Mergers & Acquisitions
Harrison Caldwell	Of Counsel	Environmental & Land Use
Grace Nakamura	Lead Associate	Real Estate
Rafael Dominguez	Working Associate	Real Estate
Simone Estrada	Paralegal	Mergers & Acquisitions / Real Estate
Field	Detail
Conflict Status:	CLEARED
Cleared By:	Simone Estrada, Paralegal
Date Cleared:	July 18, 2022
Reviewed and Approved By:	Beatrice Holloway, Partner
Date Approved:	July 18, 2022
Matter Number Assigned:	1006-00003

CALDERWOOD & HARKNESS LLP 1900 Euclid Avenue, Suite 3200 Cleveland, OH 44115
MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT
TO: Beatrice Holloway, Partner, Mergers & Acquisitions
FROM: Simone Estrada, Paralegal
DATE: July 18, 2022
RE: Conflict of Interest Check — Proposed New Matter: Environmental Due Diligence in Connection with Crestline Packaging Solutions LLC's Proposed Acquisition of Allegheny Chemical Coatings, Inc.
PROPOSED MATTER NUMBER: 1006-00003
STATUS: CLEARED — No Conflicts Identified
I. Purpose
This memorandum documents the results of the conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Crestline Packaging Solutions LLC ("Crestline" or the "Client") to provide environmental due diligence services relating to the proposed acquisition of Allegheny Chemical Coatings, Inc. ("ACC" or the "Target"). The scope of the proposed engagement encompasses the review and assessment of environmental liabilities, regulatory compliance, contamination exposure, and related risk factors associated with ACC's operations and real property holdings in anticipation of Crestline's contemplated acquisition of one hundred percent of the issued and outstanding shares of ACC.
The conflict check was conducted in accordance with the Firm's Conflicts of Interest Policy (revised January 2021) and the applicable Ohio Rules of Professional Conduct, including without limitation Rules 1.7 (Conflict of Interest: Current Clients), 1.8 (Conflict of Interest: Current Clients — Specific Rules), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest). The undersigned also consulted the American Bar Association Model Rules of Professional Conduct for supplementary guidance where appropriate.
The conflict check was initiated on July 15, 2022, upon receipt of the intake request from Beatrice Holloway, and was completed on July 18, 2022. This memorandum sets forth a comprehensive account of the parties and entities searched, the methodology employed, the results obtained, and the conclusions reached regarding the Firm's ability to accept and proceed with the proposed engagement.
II. Requesting Attorney and Proposed Engagement Team
The following attorneys and professional staff have been designated as the proposed engagement team for Matter No. 1006-00003. Each individual's role, practice group, and conflict-clearance status are set forth below.
Each member of the proposed engagement team was individually contacted and asked to confirm whether he or she has any personal conflicts of interest — including any financial interest, familial relationship, prior professional engagement, or other circumstance — with respect to any of the parties identified in Section IV of this memorandum. Each team member affirmatively confirmed that he or she has no personal conflicts with any of the parties listed below. Written confirmations were received via internal e-mail and have been preserved in the electronic conflicts file for this matter.
It should be noted that Beatrice Holloway previously served as the responsible partner on Matter No. 1006-00003, a portfolio company acquisition for Briarwood Capital Partners LP that closed in March 2022. That prior engagement is consistent with and supportive of the Firm's existing relationship with Briarwood and the proposed new matter. Similarly, Grace Nakamura served as the lead associate on Matter No. 1006-00003, a supply agreement review for Crestline that closed in February 2022. Both prior representations are addressed in greater detail in Section VI below.
III. Client Identification
The following information identifies the proposed client, its ownership structure, and key contacts for purposes of this conflict check and the proposed engagement.
Client:
Crestline Packaging Solutions LLC, an Ohio limited liability company
Headquarters: 4100 Riverside Commerce Drive, Suite 300, Dayton, OH 45402
Industry: Chemicals, manufacturing — specialty packaging solutions including coated substrates, barrier films, and industrial laminates. Crestline's operations span four manufacturing facilities in Ohio and Indiana, with approximately 1,200 employees. The company services customers in the food packaging, pharmaceutical, agricultural, and industrial sectors.
Ownership: Crestline is a wholly-owned portfolio company of Briarwood Capital Partners LP (Fund IV), a Delaware limited partnership. Briarwood Capital Partners acquired Crestline in 2019 as part of its fourth institutional fund.
General Partner of Briarwood: Briarwood Capital Management LLC, a Delaware limited liability company, serves as the general partner of Briarwood Capital Partners LP and its affiliated fund vehicles, including Briarwood Capital Partners Fund IV LP.
Principal Office of Briarwood: 712 Lexington Avenue, 18th Floor, New York, NY 10065
Key Client Contacts:
•  Martin Cavanaugh — Chief Executive Officer, Crestline Packaging Solutions LLC
•  Sandra Weiss — Chief Financial Officer, Crestline Packaging Solutions LLC
•  Derek Huang — General Counsel, Crestline Packaging Solutions LLC (designated as the primary contact for this engagement)
•  Patricia Okonkwo — Vice President, Environmental Health & Safety, Crestline Packaging Solutions LLC
Key Sponsor Contacts:
•  Elliot Greenberg — Managing Partner, Briarwood Capital Partners
•  Vanessa Moretti — Deal Partner, Briarwood Capital Partners (lead deal partner on the proposed ACC acquisition)
•  Hugh Bancroft — Operating Partner, Briarwood Capital Partners
The Firm has an existing attorney-client relationship with both Crestline and Briarwood Capital Partners, as detailed further in Section VI below. The proposed engagement is understood to be a direct extension of the Firm's ongoing advisory relationship with these entities.
IV. Parties and Entities Searched
The following parties and affiliated entities were searched against the Firm's conflict database (C&H ConflictsPlus system). Searches included cross-checks against all active matters, dormant matters, matters closed within the last ten years, and adverse party records maintained in the system. A total of forty-two (42) distinct parties and individuals were searched. The parties are organized below by category for ease of reference.
A. Target and Target Affiliates
1.  Allegheny Chemical Coatings, Inc. ("ACC") — A Pennsylvania corporation, incorporated in 1987. Headquarters located at 2200 Iron Works Boulevard, McKeesport, PA 15132. ACC is a manufacturer of specialty chemical coatings for industrial and packaging applications. The company operates two manufacturing facilities in Pennsylvania (McKeesport and Canonsburg) and two additional facilities in West Virginia (Clarksburg and Weirton).
2.  Walter Kessler — Founder and Chairman of the Board of Directors, ACC. Mr. Kessler holds approximately sixty-two percent (62%) of the outstanding shares of ACC common stock directly. He is the original founder of the company and has served as Chairman since its incorporation.
3.  Thomas Kessler — President and Chief Executive Officer, ACC. Mr. Kessler holds approximately eighteen percent (18%) of the outstanding shares of ACC common stock. He is the son of Walter Kessler and has served as President and CEO since 2012.
4.  Margaret Kessler — Spouse of Walter Kessler. Mrs. Kessler serves as the Trustee of The Walter G. Kessler Revocable Trust (dated March 15, 2004). Through the Trust, she controls approximately twelve percent (12%) of the outstanding shares of ACC common stock.
5.  The Walter G. Kessler Revocable Trust, dated March 15, 2004 — Also searched under the variation "Kessler Family Trust." This trust holds approximately twelve percent (12%) of ACC's outstanding shares and is administered by Margaret Kessler as Trustee.
6.  Diane Pulaski — Vice President, Operations, ACC.
7.  Raymond Szabo — Vice President, Finance, ACC.
8.  Carl Johannsen — Environmental, Health & Safety Manager, ACC. Mr. Johannsen is expected to be a principal point of contact during the environmental due diligence process and may be involved in the production of environmental records and facility access coordination.
9.  ACC Employee Stock Ownership Plan ("ESOP") — The ACC ESOP holds approximately eight percent (8%) of the outstanding shares of ACC common stock. The ESOP was established in 2001 for the benefit of eligible employees of ACC.
B. Seller's Counsel
10.  Hargrove, Dalton & Speer LLP — A Pennsylvania limited liability partnership. Principal offices at 500 Grant Street, Suite 3800, Pittsburgh, PA 15219. Hargrove, Dalton & Speer has been identified as the law firm representing ACC and its shareholders in connection with the proposed transaction.
11.  Franklin Speer — Lead Partner at Hargrove, Dalton & Speer LLP handling the sale transaction on behalf of ACC and the Kessler family.
12.  Megan Trask — Associate at Hargrove, Dalton & Speer LLP assigned to the transaction.
C. Seller's Financial Advisor / Investment Bank
13.  Veltrano Partners LLC — A Pennsylvania limited liability company. Offices at 600 Smithfield Street, Suite 1200, Pittsburgh, PA 15222. Veltrano Partners has been engaged by ACC as its financial advisor and investment bank in connection with the proposed sale.
14.  Nathan Ashford — Managing Director, Veltrano Partners LLC. Mr. Ashford is the lead banker on the sell-side advisory engagement.
15.  Kelly Buchanan — Vice President, Veltrano Partners LLC. Ms. Buchanan is the deal team member supporting Mr. Ashford on the engagement.
D. Client and Client Affiliates (for Adverse-Party Cross-Check)
In accordance with the Firm's standard conflicts protocol, the Client and its affiliates were also searched to confirm that no adverse representation exists within the Firm and that all existing relationships are consistent with the proposed engagement.
16.  Crestline Packaging Solutions LLC — Ohio LLC (the Client).
17.  Briarwood Capital Partners LP — Delaware LP (the Sponsor).
18.  Briarwood Capital Management LLC — Delaware LLC (General Partner of Briarwood Capital Partners LP).
19.  Briarwood Capital Partners Fund IV LP — Delaware LP (Fund IV; reported fund size approximately $2.1 billion).
20.  Martin Cavanaugh — CEO, Crestline.
21.  Sandra Weiss — CFO, Crestline.
22.  Derek Huang — General Counsel, Crestline.
23.  Patricia Okonkwo — VP, Environmental Health & Safety, Crestline.
24.  Elliot Greenberg — Managing Partner, Briarwood Capital Partners.
25.  Vanessa Moretti — Deal Partner, Briarwood Capital Partners.
26.  Hugh Bancroft — Operating Partner, Briarwood Capital Partners.
E. Other Known Third Parties
27.  TerraVerde Environmental Consulting LLC — An Ohio limited liability company. Offices at 1350 Polaris Parkway, Suite 220, Columbus, OH 43240. TerraVerde is the environmental consulting firm that the Client intends to retain under C&H's direction to perform Phase I and Phase II environmental site assessments and related technical evaluations of ACC's facilities.
28.  Dr. Nina Sorensen — Principal-in-Charge, TerraVerde Environmental Consulting LLC.
29.  Kevin O'Malley — Project Manager, TerraVerde Environmental Consulting LLC.
30.  Commonwealth National Bank, N.A. — A national banking association. Principal offices at 100 East Broad Street, Columbus, OH 43215. Commonwealth National Bank has been identified as the proposed acquisition lender for the transaction and is expected to provide senior secured credit facilities to Crestline in connection with the acquisition financing.
31.  Victoria Chen — Managing Director, Commonwealth National Bank, N.A. Ms. Chen is the lead banking relationship officer for the proposed credit facility.
32.  Pendleton & Cascade Insurance Brokers — An Ohio limited liability partnership. Offices at 200 Public Square, Suite 2700, Cleveland, OH 44114. Pendleton & Marsh has been engaged by Crestline as its financial due diligence advisor for the proposed acquisition.
33.  Robert Feinstein — Engagement Partner, Pendleton & Cascade Insurance Brokers.
34.  Birchall, Stokes & Owens LLP — A Pennsylvania limited liability partnership. Offices at 1 PPG Place, Suite 1400, Pittsburgh, PA 15222. Birchall, Stokes & Owens serves as ACC's independent auditor and has issued audited financial statements for ACC for the fiscal years ended December 31, 2019, 2020, and 2021.
35.  Judith Strickland — Engagement Partner, Birchall, Stokes & Owens LLP.
36.  Mountainview Properties LLC — A West Virginia limited liability company. Mountainview Properties is the landlord of the facility leased by ACC at its Clarksburg, West Virginia location. The Clarksburg facility is one of the four manufacturing sites that will be subject to environmental due diligence review.
37.  Gerald Boothe — Managing Member, Mountainview Properties LLC.
38.  Northern Panhandle Realty Corp. — A West Virginia corporation. Northern Panhandle Realty is the landlord of the facility leased by ACC at its Weirton, West Virginia location. The Weirton facility is one of the four manufacturing sites that will be subject to environmental due diligence review.
39.  Susan Delvecchio — President, Northern Panhandle Realty Corp.
F. Potential Insurance and Advisory Parties (Known at Time of Check)
40.  Whitfield & Calder Insurance Advisors LLC — An Illinois limited liability company. Offices at 227 West Monroe Street, Suite 1800, Chicago, IL 60606. Whitfield & Calder has been identified as the environmental insurance broker that may be engaged to assist Crestline in procuring pollution legal liability insurance or other environmental insurance products in connection with the acquisition.
41.  Douglas Whitfield — Senior Vice President, Whitfield & Calder Insurance Advisors LLC.
42.  Lauren Petrov — Account Executive, Whitfield & Calder Insurance Advisors LLC.
V. Search Methodology
The conflict of interest searches described in this memorandum were conducted using the following methodology, which is consistent with the Firm's established Conflicts of Interest Policy and standard operating procedures for new matter intake.
Database Searches. All searches were conducted in the C&H ConflictsPlus database on July 15, 2022, and July 16, 2022. The ConflictsPlus system is the Firm's centralized conflicts management platform and contains records for all matters opened since the system's implementation in 2007, as well as historical matter records migrated from the Firm's prior conflict-checking systems dating back to 1998. The database is updated on a continuous, real-time basis as new matters are opened, parties are added, and matters are closed or reclassified.
Search Parameters — Entity Names. Each entity name identified in Section IV above was searched using the following three algorithms available in the ConflictsPlus system:
(a) Exact match — a search for the entity name as entered, including punctuation and legal entity designators (e.g., "LLC," "Inc.," "LLP," "N.A.");
(b) Phonetic match — a search using the system's phonetic matching algorithm (Soundex-based), which identifies names that sound similar to the searched name even if spelled differently; and
(c) Partial-string match — a search for any record containing a substring of the searched name, with a minimum string length of four characters.
Search Parameters — Individual Names. Each individual name identified in Section IV above was searched using the following parameters:
(a) First name / last name combination — the full name as provided;
(b) Last name only — to capture any records in which only a surname was entered or in which the individual may appear under a different first name or initial; and
(c) Known aliases or variations — where applicable, common diminutives, alternate spellings, and maiden names were also searched. For this particular check, no known aliases or variations were identified for any of the searched individuals beyond those noted in Section IV (e.g., "Kessler Family Trust" as a variation of "The Walter G. Kessler Revocable Trust, dated March 15, 2004").
Scope of Database Records. The searches encompassed the following categories of records maintained in the ConflictsPlus system:
(a) All active matters (currently open and receiving time or cost entries);
(b) All matters closed within the last ten (10) years (closed date on or after July 18, 2012);
(c) All dormant matters (matters with no activity for more than twelve months but not formally closed);
(d) All adverse party records, including records of parties identified as adversaries, counterparties, or opposing parties in any matter; and
(e) All lateral attorney records for attorneys who joined the Firm within the past three (3) years, including prior-firm client lists and adverse party disclosures submitted during the lateral onboarding process.
Manual Review. In addition to the automated database searches described above, the undersigned conducted a manual review of the search results to identify any related-party connections, indirect conflicts, or other circumstances that might not be apparent from the automated search results alone. This manual review included an assessment of corporate affiliations, family relationships, and overlapping party networks that could give rise to a conflict or the appearance of a conflict. The manual review also included a check of publicly available information to confirm the identity of any phonetic or partial-string matches flagged by the system.
Team Member Confirmation. As noted in Section II above, each member of the proposed engagement team was individually contacted and asked to confirm the absence of personal conflicts. These confirmations were obtained via internal e-mail between July 15, 2022, and July 17, 2022.
VI. Results
A. Entity-Level Results
The following summarizes the results of the entity-level searches conducted in the ConflictsPlus system for each category of parties identified in Section IV.
Target and Target Affiliates.
No current or prior representations of Allegheny Chemical Coatings, Inc. were identified in the C&H ConflictsPlus system. ACC does not appear as a client, former client, adverse party, or other party in any active, dormant, or closed matter in the Firm's database. The search was conducted under both the full legal name "Allegheny Chemical Coatings, Inc." and the abbreviation "ACC," as well as phonetic and partial-string variations. No matches were returned.
No current or prior representations of The Walter G. Kessler Revocable Trust, dated March 15, 2004, were identified. The search was also conducted under the variation "Kessler Family Trust." No matches were returned for either variation, and the Trust does not appear in any capacity in the Firm's records.
No current or prior representations of any Kessler family member — including Walter Kessler, Thomas Kessler, and Margaret Kessler — were identified, subject to the phonetic match discussion set forth in Section VI.B below regarding a different individual named "Walter Kessler."
No current or prior representations of the ACC Employee Stock Ownership Plan were identified. No matches were returned.
No current or prior representations of Diane Pulaski, Raymond Szabo, or Carl Johannsen were identified. No matches were returned for any of these individuals.
Seller's Counsel.
No current or prior representations of Hargrove, Dalton & Speer LLP or any of its named partners or associates were identified in the C&H ConflictsPlus system. The firm does not appear as a client, former client, adverse party, co-counsel, or other party in any matter in the Firm's database. Specifically, no entries were found for Franklin Speer or Megan Trask in any capacity.
Seller's Financial Advisor / Investment Bank.
No current or prior representations of Veltrano Partners LLC were identified. No entries were found for Nathan Ashford or Kelly Buchanan. Veltrano Partners does not appear in any capacity in the Firm's records.
Client and Client Affiliates.
Crestline Packaging Solutions LLC appears as an existing client of Calderwood & Harkness LLP. The following matters were identified:
•  Matter No. 1006-00003 — General corporate counseling. James Prentice serves as the responsible partner. This is an active, ongoing matter. The scope of this engagement includes general corporate advice, governance matters, and miscellaneous transactional support. The proposed environmental due diligence engagement is consistent with and complementary to this existing representation. No adverse relationship exists.
•  Matter No. 1006-00003 — Supply agreement review. Grace Nakamura served as the lead associate. This matter was closed in February 2022. The engagement involved the review and negotiation of a multi-year supply agreement between Crestline and a third-party raw materials supplier. No adverse relationship exists. The matter has been formally closed and all outstanding obligations have been fulfilled.
The existence of these matters confirms the Firm's ongoing attorney-client relationship with Crestline and is fully consistent with the proposed new engagement.
Briarwood Capital Partners LP appears as an existing client of Calderwood & Harkness LLP. The following matters were identified:
•  Matter No. 1006-00003 — Fund formation. This matter was handled by the Firm's New York office and involved the formation and structuring of one of Briarwood's investment fund vehicles. The matter was closed in 2020. No adverse relationship exists.
•  Matter No. 1006-00003 — Portfolio company acquisition. Beatrice Holloway served as the responsible partner. This matter involved legal advisory services in connection with a prior acquisition by a Briarwood portfolio company (not Crestline). The matter was closed in March 2022. No adverse relationship exists. The successful completion of this engagement further confirms the Firm's existing and productive relationship with Briarwood.
The existing client relationships with both Crestline and Briarwood Capital Partners are consistent with and supportive of the proposed new matter.
Briarwood Capital Management LLC and Briarwood Capital Partners Fund IV LP — No separate entries were identified for these affiliated entities beyond the Briarwood Capital Partners LP entries described above. The Firm's records associate these entities with the same client family. No adverse relationship exists.
All individual client contacts at Crestline and Briarwood — including Martin Cavanaugh, Sandra Weiss, Derek Huang, Patricia Okonkwo, Elliot Greenberg, Vanessa Moretti, and Hugh Bancroft — appear in the Firm's records solely in their capacity as contacts associated with the existing Crestline and Briarwood client relationships. No adverse entries were identified for any of these individuals.
Other Known Third Parties.
Commonwealth National Bank, N.A. appears as a counterparty in two closed lending transactions in which Calderwood & Harkness represented borrower clients:
•  Matter No. 1006-00003 — The Firm represented a borrower client (not Crestline or any Briarwood affiliate) in a secured credit facility in which Commonwealth National Bank served as the lead lender. This matter was closed prior to 2020. Commonwealth appeared solely as an arm's-length counterparty.
•  Matter No. 1006-00003 — The Firm represented a different borrower client in a refinancing transaction in which Commonwealth National Bank participated as a member of the lending syndicate. This matter was also closed. Commonwealth appeared solely as an arm's-length counterparty.
No current representation of Commonwealth National Bank exists. Commonwealth does not appear as a client or former client of the Firm. The Firm has no ongoing matters involving Commonwealth in any capacity. In the proposed transaction, Commonwealth is expected to serve as the acquisition lender, providing senior secured credit facilities to Crestline. This is an arm's-length commercial lending relationship, and the Firm's prior encounters with Commonwealth as a counterparty in unrelated lending transactions do not give rise to any conflict of interest. This determination has been reviewed and confirmed.
Pendleton & Cascade Insurance Brokers — No entries found. The firm does not appear in the Firm's conflict database in any capacity.
Birchall, Stokes & Owens LLP — No entries found. The firm does not appear in the Firm's conflict database in any capacity.
TerraVerde Environmental Consulting LLC — No entries found. TerraVerde does not appear in the Firm's conflict database in any capacity.
Whitfield & Calder Insurance Advisors LLC — No entries found. Whitfield & Calder does not appear in the Firm's conflict database in any capacity.
Mountainview Properties LLC — No entries found. Mountainview Properties does not appear in the Firm's conflict database in any capacity.
Northern Panhandle Realty Corp. — No entries found. Northern Panhandle Realty does not appear in the Firm's conflict database in any capacity.
All other searched entities not specifically addressed above returned no matches in the ConflictsPlus system and do not appear in the Firm's conflict database in any capacity.
B. Individual-Level Results
The following summarizes the results of the individual-level searches conducted in the ConflictsPlus system.
Walter Kessler — The exact-match search for "Walter Kessler" returned no results. However, the phonetic match algorithm returned one hit associated with Matter No. 1006-00003, an estate planning matter handled by the Firm's New York office that was closed in 2015. Upon manual review, the individual associated with that matter was determined to be Walter R. Kessler of Westchester County, New York, a retired financial services executive with no familial, business, or other relationship to the Kessler family associated with Allegheny Chemical Coatings, Inc. The manual review included a comparison of the addresses, biographical information, and engagement details on file for the New York matter against the publicly available information regarding Walter Kessler of ACC. The two individuals are clearly distinct persons. Accordingly, this phonetic match does not give rise to any conflict of interest and has been resolved.
Thomas Kessler — No entries found. No exact, phonetic, or partial-string matches were returned.
Margaret Kessler — No entries found. No exact, phonetic, or partial-string matches were returned.
Franklin Speer — No entries found. No exact, phonetic, or partial-string matches were returned.
Megan Trask — No entries found.
Nathan Ashford — No entries found.
Kelly Buchanan — No entries found.
Diane Pulaski — No entries found.
Raymond Szabo — No entries found.
Carl Johannsen — No entries found.
Dr. Nina Sorensen — No entries found.
Kevin O'Malley — No entries found.
Victoria Chen — No entries found.
Robert Feinstein — No entries found.
Judith Strickland — No entries found.
Gerald Boothe — No entries found.
Susan Delvecchio — No entries found.
Douglas Whitfield — No entries found.
Lauren Petrov — No entries found.
All other searched individuals — No entries were found, with the exception of existing client contacts at Crestline and Briarwood Capital Partners (Martin Cavanaugh, Sandra Weiss, Derek Huang, Patricia Okonkwo, Elliot Greenberg, Vanessa Moretti, and Hugh Bancroft), whose appearances in the Firm's database are solely in connection with the existing client relationships described above and are consistent with and supportive of this engagement.
C. Lateral Attorney Cross-Check
In accordance with the Firm's lateral onboarding protocol, the prior-firm client lists and adverse party disclosures for all lateral attorneys who joined Calderwood & Harkness within the past three years were reviewed as part of this conflict check.
Harrison Caldwell joined Calderwood & Harkness as Of Counsel in January 2021. Prior to joining the Firm, Mr. Caldwell was a member of Northfield & Associates LLP, a Cleveland-based environmental law firm. As part of the lateral onboarding process, Mr. Caldwell's prior-firm client list was imported into the ConflictsPlus system. A targeted review of Mr. Caldwell's prior-firm records was conducted, specifically searching for any representations of Allegheny Chemical Coatings, Inc., any member of the Kessler family, Hargrove, Dalton & Speer LLP, or any other party identified in Section IV of this memorandum. No such representations were identified. Mr. Caldwell has also independently confirmed that he has no prior professional relationship with ACC, the Kessler family, or any other party involved in this transaction.
No other lateral attorney on the proposed engagement team has any flagged prior-firm matter involving any searched party. Grace Nakamura, Rafael Dominguez, and Simone Estrada have been with Calderwood & Harkness since prior to the three-year lateral review window and are not subject to the lateral cross-check protocol, although their individual conflict confirmations (described in Section II) encompass any prior-firm relationships.
VII. Analysis and Conclusion
Based on the comprehensive conflict of interest check described in this memorandum, the undersigned has reached the following conclusions:
The conflict check has identified no conflicts of interest — actual or potential — that would preclude Calderwood & Harkness LLP from undertaking the proposed engagement to provide environmental due diligence services to Crestline Packaging Solutions LLC in connection with its proposed acquisition of Allegheny Chemical Coatings, Inc. No current or former client relationship, adverse representation, or other circumstance was identified that would create a conflict under Ohio Rules of Professional Conduct 1.7, 1.9, or 1.10, or under any other applicable ethical rule or provision of the Firm's Conflicts of Interest Policy.
The existing client relationships with Crestline Packaging Solutions LLC and Briarwood Capital Partners LP are consistent with and supportive of the proposed new matter. The Firm's prior and ongoing representations of these entities involve subject matter that is complementary to the proposed environmental due diligence engagement, and the proposed engagement team includes attorneys who have previously worked on Crestline and Briarwood matters. There is no adversity between the proposed engagement and any existing or prior matter for these clients.
The two closed matters in which Commonwealth National Bank, N.A. appeared as a counterparty (Matter Nos. 1006-00003 and 1006-00003) do not give rise to any conflict of interest. Commonwealth National Bank is not and has never been a client of the Firm. In both prior matters, Commonwealth appeared solely as an arm's-length commercial lender on the opposite side of a transaction from the Firm's borrower client. In the proposed transaction, Commonwealth is expected to serve as the acquisition lender, providing financing to the Firm's client (Crestline). The Firm's role is not adverse to Commonwealth in any respect, and the prior counterparty relationship does not create a duty of loyalty or confidentiality running from the Firm to Commonwealth.
The phonetic match for "Walter Kessler" identified in connection with Matter No. 1006-00003 has been resolved through manual review and determined to involve a different individual — Walter R. Kessler of Westchester County, New York — with no connection whatsoever to the Target, the Kessler family associated with ACC, or this matter.
No other matches, potential conflicts, or issues of concern were identified during the course of this conflict check. Accordingly, no ethical screen, information barrier, or other protective measure is required in connection with the proposed engagement.
The matter is cleared for acceptance, and the proposed engagement team may proceed with the representation upon formal execution of the engagement letter by the Client.
VIII. Clearance
IX. Ongoing Obligations
The clearance set forth in this memorandum is based on the parties and entities known and identified as of the date of this memorandum. The following ongoing obligations apply to all members of the engagement team and to the Firm generally with respect to this matter:
Supplemental Conflict Checks. If additional parties are identified as the engagement progresses — including, without limitation, additional insurers, co-investors, regulatory counsel, environmental regulators, potential counterparties, additional landlords, lienholders, or other third parties with a material connection to the transaction — supplemental conflict checks must be run and documented in accordance with the Firm's Conflicts of Interest Policy. The responsible partner or lead associate should promptly notify the undersigned or the Conflicts Department of any new parties so that supplemental searches can be initiated without delay.
Prompt Reporting. All engagement team members are reminded of their continuing obligation under the Firm's Conflicts of Interest Policy and the Ohio Rules of Professional Conduct to promptly report any new conflict or potential conflict that comes to their attention during the course of the matter. This includes, but is not limited to, any new personal, financial, or professional relationship with any party to the transaction; any information suggesting that the Firm may have an undisclosed prior relationship with a party; and any change in circumstances that could give rise to the appearance of a conflict.
Record Retention. This memorandum will be maintained in the matter file for Matter No. 1006-00003 and in the Firm's central conflicts records maintained by the Conflicts Department. The memorandum and all supporting documentation — including e-mail confirmations from engagement team members, search result printouts, and any supplemental conflict check memoranda — will be retained in accordance with the Firm's Records Retention Policy.
Classification: Confidential — Attorney Work Product
Distribution: Beatrice Holloway (engagement file); C&H Conflicts Department (central records)
Retention: Per C&H Records Retention Policy, Section 4.3 (Conflict Check Documentation — retain for the life of the matter plus seven years following matter closure)
Prepared by:
________________________________________
Simone Estrada Paralegal Calderwood & Harkness LLP
Date: July 18, 2022
Reviewed and Approved:
________________________________________
Beatrice Holloway Partner, Mergers & Acquisitions Calderwood & Harkness LLP
Date: July 18, 2022
Name | Role | Practice Group
Beatrice Holloway | Responsible Partner | Mergers & Acquisitions
James Prentice | Billing Partner | Mergers & Acquisitions
Harrison Caldwell | Of Counsel | Environmental & Land Use
Grace Nakamura | Lead Associate | Real Estate
Rafael Dominguez | Working Associate | Real Estate
Simone Estrada | Paralegal | Mergers & Acquisitions / Real Estate
Field | Detail
Conflict Status: | CLEARED
Cleared By: | Simone Estrada, Paralegal
Date Cleared: | July 18, 2022
Reviewed and Approved By: | Beatrice Holloway, Partner
Date Approved: | July 18, 2022
Matter Number Assigned: | 1006-00003

CALDERWOOD & HARKNESS LLP 1900 Euclid Avenue, Suite 3200 Cleveland, OH 44115

PROPOSED MATTER NUMBER: 1006-00003

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