Extract to table

" RECITALS WHEREAS, Provider is a Pennsylvania corporation headquartered at 250 Industrial Boulevard, Butler, PA 16001, engaged in the manufacture and sale of corrugated and specialty packaging products; and Recipient is an Ohio limited liability company headquartered at 4100 Commerce Parkway, Suite 800, Akron, OH 44308, formed for the purpose of acquiring substantially all of the assets of Provider (the "Recital A"); WHEREAS, Provider and Recipient have entered into that certain Asset Purchase Agreement dated as of June 15, 2025 (the "APA"), pursuant to which Recipient is acquiring substantially all of the assets of Provider (collectively, the "Acquired Assets") for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to customary purchase price adjustments as set forth therein (the "Recital B"); WHEREAS, the APA contemplates the execution and delivery of this Transition Services Agreement at the Closing (as defined in the APA) as a condition to the Closing, and the Parties are entering into this Agreement concurrently with the consummation of the transactions contemplated by the APA (the "Recital C"); WHEREAS, Provider has agreed to provide, or cause to be provided, certain transitional services to Recipient following the Closing to facilitate the orderly transition of the Acquired Assets and the business operations conducted therewith, including operations at Provider's Butler facility located at 250 Industrial Boulevard, Butler, PA 16001 (the "Butler Facility") and Provider's Meadville facility located at 1480 Conneaut Lake Road, Meadville, PA 16335 (the "Meadville Facility") (the "Recital D"); WHEREAS, Recipient desires to receive such transitional services, and Provider is willing to provide them, on the terms and conditions set forth in this Agreement (the "Recital E"); and WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the APA (the "Recital F")

2 — Interpretation; Cross-References to APA (a) The headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement

(b) Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the APA

In the event of any conflict between the definitions set forth in this Agreement and the definitions set forth in the APA, the definitions set forth in this Agreement shall control for purposes of this Agreement

1 — Provision of Services (a) Provider shall provide, or cause to be provided, to Recipient the Services described in the Service Schedules attached hereto as Exhibit A during the Service Period

(d) Provider shall dedicate adequate Provider Personnel to perform the Services in accordance with this Agreement and the Service Schedules