Contract analysis

I. Introduction and Role We have acted as counsel to Crestline Packaging Solutions LLC, a limited liability company duly formed under the laws of the State of Ohio (the "Borrower" or "Crestline"), in connection with the negotiation, execution, and delivery of the Mezzanine Credit Agreement dated as of April 22, 2021 (the "Credit Agreement"), by and between the Borrower and Ironwood Capital Finance LLC, a limited liab

II. Documents Examined In connection with the preparation and delivery of this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents: A. Transaction Documents The following documents are collectively referred to herein as the "Loan Documents":

1. The Mezzanine Credit Agreement dated as of April 22, 2021 (the "Credit Agreement"), by and between Crestline Packaging Solutions LLC, as Borrower, and Ironwood Capital Finance LLC, as Lender, providing for a mezzanine term loan facility in the original principal amount of Twenty Million Dollars ($20,000,000);

2. The Mezzanine Promissory Note dated April 22, 2021 (the "Note"), in the original principal amount of $20,000,000, issued by Crestline Packaging Solutions LLC in favor of Ironwood Capital Finance LLC, evidencing the Borrower's obligation to repay the mezzanine term loan;

3. The Security Agreement (Second Lien) dated as of April 22, 2021 (the "Security Agreement"), by Crestline Packaging Solutions LLC and Crestline Coatings Inc. (collectively, the "Grantors") in favor of Ironwood Capital Finance LLC, as secured party, granting a second-priority security interest in substantially all personal property of the Grantors;

4. The Intercreditor Agreement dated as of April 22, 2021 (the "Intercreditor Agreement"), among Pinnacle Commercial Bank, N.A., a national banking association, in its capacity as administrative agent and collateral agent under the Senior Credit Agreement (as defined below) (the "Senior Agent"), Ironwood Capital Finance LLC, in its capacity as mezzanine lender, and acknowledged and agreed to by Crestline Packaging So

5. The Pledge Agreement dated as of April 22, 2021 (the "Pledge Agreement"), by Crestline Packaging Solutions LLC in favor of Ironwood Capital Finance LLC, pursuant to which the Borrower has pledged one hundred percent (100%) of the membership interests in Crestline Coatings Inc. as collateral security for the Obligations (as defined in the Credit Agreement); and

6. The Warrant Agreement dated as of April 22, 2021 (the "Warrant Agreement"), between Crestline Packaging Solutions LLC and Ironwood Capital Finance LLC, providing for the issuance of warrants to purchase certain equity interests of the Borrower on the terms and conditions set forth therein. B. Organizational and Ancillary Documents In addition to the Loan Documents described above, we have also examined the followi

III. Assumptions In rendering the opinions set forth in this letter, we have, with your permission and without independent investigation or verification, assumed the following: (a) Genuineness of Signatures. All signatures on documents examined by us (other than the signatures of officers and authorized representatives of the Borrower and Crestline Coatings Inc.) are genuine, and all persons executing such documents

IV. Opinions Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section V below, we are of the opinion that: 4.1 Due Organization and Good Standing — Crestline Packaging Solutions LLC Crestline Packaging Solutions LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Ohio. The Borrower was formed by th

V. Qualifications and Limitations The opinions expressed in this letter are subject to the following qualifications and limitations:

1. Jurisdictional Limitation. The opinions expressed herein are limited to the laws of the State of New York, the laws of the State of Ohio, and the federal laws of the United States of America, in each case as currently in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the State of Delaware (except to the extent of our assumptions regarding t

2. Excluded Subject Matter. We express no opinion with respect to: (a) federal or state securities laws, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any state blue sky or securities laws; (b) federal, state, or local tax laws, including the Internal Revenue Code of 1986, as amended; (c) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),

3. Equitable Principles and Bankruptcy Exception. The enforceability opinions set forth herein are subject to (a) the effect of bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium, receivership, conservatorship, or similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, and (b) the effect of general principles of equit

4. Particular Remedies. We express no opinion as to the enforceability of any particular remedy provided for in the Loan Documents, including, without limitation, provisions relating to specific performance, injunctive relief, self-help remedies (including set-off), or provisions relating to indemnification, contribution, or exculpation to the extent that any such provision may be limited or rendered unenforceable by

5. Waiver and Procedural Provisions. We express no opinion as to the enforceability of any provision in the Loan Documents (a) purporting to waive the right to trial by jury, (b) consenting to the jurisdiction or venue of any particular court or waiving any objection to jurisdiction or venue, (c) purporting to waive the right to assert counterclaims or defenses, (d) purporting to establish evidentiary standards, or (

6. Priority Limitations. The opinions expressed herein regarding the second-priority status of the liens and security interests granted to the Lender are based solely on (a) the provisions of the Intercreditor Agreement as they relate to the relative priority of the first-priority liens of Pinnacle Commercial Bank, N.A. under the Senior Credit Agreement and the second-priority liens of the Lender under the Loan Docum

7. Date Limitation. This opinion letter speaks only as of the date hereof. We assume no obligation, and hereby disclaim any obligation, to update or supplement this opinion letter to reflect any changes in law or fact that may occur after the date hereof, or to inform you of any circumstances, facts, or developments of which we may become aware after the date hereof that could affect the opinions expressed herein.

8. Reliance on Certificates. In rendering the opinions set forth herein, we have relied, to the extent we deemed appropriate and without independent investigation or verification, upon (a) certificates of public officials, including good standing certificates issued by the Secretary of State of the State of Ohio, and (b) the Officer's Certificate and other certificates of officers and authorized representatives of th

VI. Reliance and Benefit This opinion letter is furnished solely for the benefit of Ironwood Capital Finance LLC and its permitted successors and assigns under the Credit Agreement, solely in connection with the Transaction, and solely in reliance upon the assumptions, qualifications, and limitations set forth herein. This opinion letter may not be relied upon by any other person or entity, or for any other purpose,

VII. Signature Very truly yours, CALDERWOOD & HARKNESS LLP CALDERWOOD & HARKNESS LLP By: ________ Name: Philip Hartmann Title: Partner 1251 Avenue of the Americas, 40th Floor New York, New York 10020 Telephone: (212) 548-6000 Facsimile: (212) 548-6001 Email: phartmann@calderwoodharkness.com