Contract analysis

1. Introduction and Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Crestline Packaging Solutions LLC, an Ohio limited liability company ("Crestline," "CPS," or the "Client"), to serve as outside legal counsel in connection with the proposed acquisition by Crestline of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("A

2. Scope of Engagement The Firm will serve as Crestline's primary outside legal counsel in connection with the Transaction. The scope of the Firm's engagement shall include representation of Crestline as buyer's counsel in all material aspects of the Transaction, including but not limited to the following: (a) Transaction Documents. Negotiation, drafting, and review of the Asset Purchase Agreement and all ancillary t

3. Responsible Attorneys The following attorneys have been assigned to serve as the core deal team for this engagement: Harrison Wexford, Partner — Mr. Wexford will serve as the Responsible Partner for the engagement and the primary relationship partner. He will provide overall supervision and strategic direction for the Transaction and will be the Client's principal point of contact at the partner level for substant

4. Client Contact and Authority The Firm will take direction from and report to Sandra K. Liu, General Counsel of Crestline, as the Client's primary point of contact for all matters relating to this engagement. The Firm will keep Ms. Liu apprised of material developments, seek instructions on key decisions, and provide regular status updates on the progress of the Transaction. Ms. Liu may designate in writing from ti

5. Fee Arrangements Basis of Fees. The Firm will charge for legal services rendered in connection with this engagement on an hourly basis at the Firm's standard billing rates then in effect for the attorneys and other legal professionals performing services on the matter. Time is recorded and billed in increments of one-tenth of an hour (six minutes). All services performed by attorneys, paralegals, and other legal p

6. Disbursements and Expenses In addition to professional fees for legal services, the Firm will charge the Client for out-of-pocket disbursements and expenses incurred in connection with the engagement. Such disbursements and expenses include, but are not limited to, the following: (a) Filing fees and recording costs, including Pennsylvania deed recording fees, realty transfer tax documentation preparation, UCC fili

7. Billing and Payment Terms The Firm will render monthly invoices to the Client for fees and disbursements incurred during the preceding calendar month. Invoices are due and payable within thirty (30) days of the date of the invoice. All invoices will reference Calderwood & Harkness Matter No. 1006-00006 and will include a detailed summary of services rendered, organized by attorney and legal professional, with a de

8. Retainer No advance retainer deposit is required for this engagement. The Firm will commence work upon receipt of the fully executed Engagement Letter and will invoice the Client on a monthly basis as described in Section 7 above.

9. Client Identity and Affiliated Entities The Client for purposes of this engagement is Crestline Packaging Solutions LLC, and only Crestline Packaging Solutions LLC. The Firm's representation does not extend to any affiliates, subsidiaries, parent entities, members, managers, officers, directors, or equity holders of Crestline, including without limitation Ridgeway Capital Partners Fund III, LP, Ridgeway Capital GP

10. Conflicts of Interest and Waiver The Firm has conducted a conflicts check in accordance with its standard internal procedures based on the information provided by the Client regarding the parties to and advisors involved in the Transaction. Based on the results of that review, the Firm does not believe that its representation of Crestline in connection with the Transaction presents any conflicts of interest requi

11. Confidentiality The Firm will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and other applicable rules of professional conduct governing the attorneys performing services on the matter. All members of the Firm, including attorneys, p

12. Document Retention Following the conclusion of the engagement (whether by completion of the Transaction, termination of the engagement, or otherwise), the Firm will retain client files for a period consistent with the Firm's document retention policy, which currently provides for retention of closed matter files for a period of seven (7) years from the date of conclusion of the matter. Upon expiration of the appl

13. Limitation of Liability Except to the extent prohibited by applicable law or rules of professional conduct, the Firm's aggregate liability to the Client arising out of or related to this engagement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of fees actually paid by the Client to the Firm for services rendered in connection with this engagement. This limitati

14. Termination of Engagement Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. The Client's right to terminate the engagement is absolute and unconditional. The Firm's right to terminate the engagement is subject to the Firm's professional obligations regarding withdrawal from representation, including compliance with applicable rules of professional cond

15. Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's engagement by the Client, including any claim for lega

16. Entire Agreement and Amendments This Engagement Letter constitutes the entire agreement between the Client and the Firm with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, relating to the subject matter hereof. No representations, warranties, covenants, or agreements have been made by eithe

17. Acceptance and Execution We respectfully request that the Client confirm its agreement to the terms and conditions of this engagement by having an authorized signatory of Crestline Packaging Solutions LLC execute this Engagement Letter in the space provided below and return a fully executed copy to the attention of Harrison Wexford at Calderwood & Harkness LLP. An executed copy may be returned by hand delivery, o