Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP (the "Firm" or "Calderwood & Harkness" or "we") is pleased to confirm its engagement by Crestline Packaging Solutions LLC ("Crestline" or the "Company"), an Ohio limited liability company, to serve as borrower's counsel in connection with the proposed $20,000,000 subordinated secured mezzanine term loan financing (the "Mezzanine Financing") from Ironwood Capital Fin

2. Scope of Representation Calderwood & Harkness will represent Crestline as borrower's counsel in negotiating, documenting, and closing the Mezzanine Financing. The Firm's scope of representation shall include, without limitation, the following: (a) Review and negotiation of the term sheet with Ironwood (and Ironwood's counsel, Whitfield & Rao LLP), including advising the Company on the legal implications of the mat

3. Limitations on Scope The engagement described in this Engagement Letter is limited to the specific transaction described above — namely, the Mezzanine Financing from Ironwood. The Firm is not being engaged to provide general corporate, tax, regulatory, environmental, real estate (other than the preparation and recording of mortgage documentation as described in Section 2 above), intellectual property, employment,

4. Engagement Team The following attorneys will comprise the primary engagement team for this matter: Philip Hartmann — Responsible Partner, Banking & Finance Group. Mr. Hartmann will serve as the responsible partner overseeing all aspects of the engagement. He will serve as the primary relationship partner for the Company and will be available to address strategic and substantive issues as they arise throughout the

5. Billing Rates and Fee Arrangements The Firm will charge for its professional services on an hourly basis at the following standard rates, which are current as of January 1, 2021: Rates for any other attorneys, paralegals, or professional staff who may perform work on this matter will be at their then-current standard hourly rates. Paralegal rates currently range from $275 to $375 per hour. The Firm will make avail

6. Billing and Payment Terms Invoices for professional fees and disbursements will be rendered on a monthly basis. Each invoice will contain a summary of the professional services rendered and disbursements incurred during the applicable billing period, together with a reasonably detailed description of the services performed by each timekeeper. All invoices are due and payable within thirty (30) days of the date of

7. Client Identity The Firm's client in this engagement is Crestline Packaging Solutions LLC. The Firm does not represent, and shall not be deemed to represent, any member, manager, officer, director, employee, or affiliate of the Company in connection with the Mezzanine Financing or otherwise, unless the Firm has been separately engaged in writing to provide such representation. Without limiting the generality of th

8. Conflicts of Interest and Waiver Prior to accepting this engagement, the Firm conducted a conflicts check in accordance with its standard procedures and applicable rules of professional conduct. Based on that review, the Firm has not identified any current conflicts of interest that would preclude the Firm from undertaking this engagement. The Firm is a large, full-service law firm with offices in multiple jurisdi

9. Confidentiality The Firm will maintain the confidentiality of all information received from or on behalf of the Company in connection with this engagement, in accordance with the applicable rules of professional conduct governing the attorney-client relationship. The Firm will implement appropriate safeguards, consistent with its firm-wide information security policies, to protect confidential information from una

10. Document Retention Following the completion or termination of this engagement, the Firm will retain client files in accordance with its standard document retention policies. Under the Firm's current policies, electronic files are retained indefinitely on the Firm's secure document management systems, and physical files (including original executed documents, closing binders, and hard-copy correspondence) are reta

11. Termination Either the Company or the Firm may terminate this engagement at any time upon written notice to the other party, subject to the Firm's ethical obligations under the applicable rules of professional conduct. In the event of termination, the Firm will take reasonable steps to protect the Company's interests during any transition period, including cooperating with successor counsel to facilitate an order

12. Governing Law and Dispute Resolution This Engagement Letter will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. The parties agree that the attorney-client relationship established by this Engagement Letter is subject to the New York Rules of Professional Conduct as adopted by the Appellate Division of the Supreme Court of the S

13. No Guarantee of Outcome The Firm will use its best professional efforts to represent the Company's interests in the Mezzanine Financing in a competent, diligent, and timely manner. However, the Firm does not, and cannot, guarantee any particular outcome with respect to this engagement, including the successful negotiation, documentation, or closing of the Mezzanine Financing on the terms currently contemplated or

14. Entire Agreement and Amendments This Engagement Letter constitutes the entire agreement between Calderwood & Harkness LLP and Crestline Packaging Solutions LLC with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, proposals, agreements, and understandings, whether written or oral, relating to the Firm's engagement in connection with the Mezzanine Financing. No represe

15. Acceptance If the foregoing terms and conditions are acceptable to the Company, we respectfully request that Mr. Cho, in his capacity as General Counsel of Crestline Packaging Solutions LLC, sign and date this Engagement Letter in the space provided below and return an executed copy to the undersigned at your earliest convenience. A duplicate original is enclosed for your records. We suggest returning the execute