Contract analysis

1. Scope of Representation The Firm will represent Crestline as buyer in all legal aspects of the proposed asset purchase of the ProShield Product Line from Voss, as more fully described below. The specific scope of our representation is anticipated to include the following: (a) Transaction Structuring. Advising on and assisting with the structuring of the asset purchase transaction, including purchase price mechanic

2. Staffing and Responsible Attorneys The following attorneys have been assigned to this matter and will serve as the primary members of the engagement team: Harrison Wexford, Partner, Mergers & Acquisitions Practice Group. Mr. Wexford will serve as the Responsible Partner for this engagement and will have primary responsibility for the overall strategic direction of the representation, supervision of the engagement

3. Fee Arrangement Hourly Rates. Fees for the Firm's services in this engagement will be billed on an hourly basis at the Firm's standard rates then in effect for the attorneys and professional staff working on the matter. The Firm's current hourly rates, as of October 2022, are as follows: The specific rate applicable to each timekeeper working on the matter falls within the foregoing ranges and is determined based

4. Matter Number and Billing References All professional time, disbursements, and correspondence related to this engagement will be recorded under Firm matter number 1006-00007. We ask that the Company reference this matter number in all communications directed to the Firm and in all payments remitted in connection with invoices for this engagement to ensure proper identification and allocation.

5. Conflicts of Interest The Firm has conducted a conflicts of interest check based on the information currently available to us, including information provided by the Company and information gathered from publicly available sources, and we confirm that, as of the date of this Engagement Letter, we have not identified any conflict of interest that would prevent the Firm from undertaking this representation. The Compa

6. Confidentiality The Firm will maintain the confidentiality of all information and materials received from or on behalf of Crestline in connection with this engagement, in accordance with the applicable rules of professional conduct governing attorneys in the State of New York and any other relevant jurisdiction. The Firm will not disclose such information to any third party without the prior consent of the Company

7. Document Retention The Firm maintains a document retention policy that applies to all client matters. Upon the conclusion or termination of this engagement, the Firm will return to the Company any original documents belonging to the Company upon the Company's written request. The Firm may retain copies of documents, correspondence, work product, and other materials related to the engagement for its own files, in a

8. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party. The Company's right to terminate the engagement is absolute. The Firm's right to terminate the engagement is subject to its professional obligations regarding withdrawal from client representations, including any applicable rules of professional conduct and, if applicable, any requirements impos

9. Limitation of Liability The Firm's legal advice and work product are provided based on the facts, circumstances, and applicable law as they exist at the time the advice is rendered or the work product is prepared. The Firm does not undertake to update or supplement its advice or work product to reflect subsequent changes in fact or law, unless the Firm has been separately engaged to do so. To the extent permitted

10. Governing Law This Engagement Letter and the relationship between the Firm and the Company shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflict-of-laws principles that might require the application of the laws of another jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the engagement d

11. Entire Agreement; Amendments This Engagement Letter constitutes the entire agreement between Calderwood & Harkness LLP and Crestline Packaging Solutions LLC with respect to the terms and conditions of the engagement described herein, and supersedes all prior discussions, negotiations, understandings, and agreements, whether written or oral, between the parties with respect to the subject matter hereof. No amendme