Contract analysis

I. Executive Summary and Purpose of Memorandum This memorandum summarizes the principal open negotiation issues arising from the non-binding term sheet (the "Term Sheet") executed between Crestline Packaging Solutions LLC ("Crestline" or the "Company") and Ironwood Capital Finance LLC ("Ironwood") on February 22, 2021, together with the related telephone discussions held between the parties and their respective couns

II. Transaction Overview and Capital Structure Summary A. Transaction Structure The proposed transaction involves a $20,000,000 subordinated secured mezzanine term loan from Ironwood Capital Finance LLC, a Delaware limited liability company with offices at 600 Lexington Avenue, 22nd Floor, New York, NY 10022. Ironwood is a specialty finance firm focused on mezzanine lending and subordinated debt investments in middle

III. Key Negotiation Issues The following sections address, in order of priority, the principal open negotiation issues that we have identified based on our review of the Term Sheet, the March 3 and March 18 discussions, and our assessment of market practice for comparable middle-market mezzanine transactions. For each issue, we describe: (A) Ironwood's proposed terms, (B) the key concerns from Crestline's perspectiv