Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Pledge Agreement, dated as of April 22, 2021, between the Pledgor and the Secured Party, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "CCI" means Crestline Coatings Inc., an Ohio corporation, registered

Section 1.2 — Interpretation and Rules of Construction (a) Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Mezzanine Credit Agreement. (b) References herein to any "Article," "Section," "Schedule," or "Exhibit" shall refer to the corresponding Article, Section, Schedule, or Exhibit of this Agreement, unless the context otherwise requires. (c) Th

ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.1 — Pledge As security for the prompt and complete payment and performance of all Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates, and grants to the Secured Party a continuing second-priority security interest in and lien upon all of the Pledgor's right, title, and interest in, to, and under the following, whether now owned or existing or hereafter acquired or arising (collectively, t

Section 2.2 — Security for Obligations The pledge and security interest granted pursuant to Section 2.1 secures the prompt and complete payment and performance of all Secured Obligations arising under the Mezzanine Credit Agreement and the other Loan Documents, including without limitation the Mezzanine Loan in the original principal amount of Twenty Million Dollars ($20,000,000), together with all accrued and unpaid

Section 2.3 — Subordination to Senior Liens (a) The security interest and lien granted by the Pledgor to the Secured Party hereunder is expressly subordinate and junior in all respects to any security interest, lien, or pledge heretofore or hereafter granted to or in favor of Pinnacle Commercial Bank, N.A., as Senior Agent, under the Senior Credit Agreement or any other Senior Loan Documents (as defined in the Interc

ARTICLE III — DELIVERY OF PLEDGED INTERESTS; PERFECTION

Section 3.1 — Delivery of Certificates (a) If the Pledged Interests are, at any time, represented by one or more certificates, the Pledgor shall promptly deliver (or cause to be delivered) to the Secured Party (or to a collateral agent designated in writing by the Secured Party) all such certificates representing the Pledged Interests, in each case accompanied by duly executed, undated stock powers or assignment form

Section 3.2 — UCC Filings (a) The Pledgor hereby authorizes the Secured Party to file, at the Pledgor's expense, one or more UCC-1 financing statements (and any amendments, continuations, or other filings related thereto) with the Ohio Secretary of State and in any other filing office as the Secured Party may deem necessary or desirable, describing the Pledged Interests, all Distributions, all Proceeds, and all other

Section 3.3 — Further Assurances The Pledgor shall, from time to time upon the reasonable request of the Secured Party, promptly execute and deliver, and cause CCI to execute and deliver, such instruments, documents, agreements, and other writings, and take such other actions (including, without limitation, causing notation on CCI's register of members, stockholders, or other equity holders), as the Secured Party may

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR The Pledgor hereby represents and warrants to the Secured Party as of the date hereof, and as of each date on which such representations and warranties are required to be restated or reaffirmed under the Mezzanine Credit Agreement, as follows:

Section 4.1 — Organization and Good Standing (a) The Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio, registered with the Ohio Secretary of State under Filing No. 4217835. The Pledgor has full power and authority to own its properties and to carry on its business as currently conducted. (b) CCI is a corporation duly organized, validly e

Section 4.2 — Authority and Authorization (a) The Pledgor has full limited liability company power and authority to execute and deliver this Agreement, to pledge the Pledged Interests as collateral security as provided herein, and to perform all of its obligations hereunder. (b) The execution, delivery, and performance of this Agreement by the Pledgor have been duly authorized by all necessary action on the part of t

Section 4.3 — Enforceability This Agreement has been duly executed and delivered by the Pledgor and constitutes a valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' right

Section 4.4 — No Conflicts The execution, delivery, and performance of this Agreement by the Pledgor, and the pledge of the Pledged Interests pursuant hereto, do not and will not (a) violate or conflict with the Organizational Documents or other governing documents of the Pledgor or CCI, (b) violate or conflict with any applicable law, statute, rule, or regulation of any governmental authority having jurisdiction ove

Section 4.5 — Ownership of Pledged Interests (a) The Pledgor is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding shares of capital stock, membership interests, or other equity interests of CCI, constituting all of the Pledged Interests described in Schedule I hereto. (b) The Pledged Interests have been validly issued in accordance with the Organizational Documents of CC

Section 4.6 — No Other Equity Interests As of the date hereof, CCI has no outstanding options, warrants, convertible securities, rights of first refusal, preemptive rights, or other rights, agreements, or commitments to issue, sell, or otherwise transfer any additional shares of capital stock, membership interests, or other equity interests of CCI to any Person. The Pledgor acknowledges that the Warrant Agreement dat

Section 4.7 — Location; Chief Executive Office (a) The Pledgor's chief executive office and principal place of business is located at 4510 Harshman Road, Dayton, OH 45424. The Pledgor's jurisdiction of organization is the State of Ohio. (b) CCI's registered address and principal place of business is located at 4510 Harshman Road, Dayton, OH 45424. CCI's jurisdiction of organization is the State of Ohio. (c) The Pledg

Section 4.8 — Consents All consents, approvals, authorizations, licenses, permits, registrations, and orders of, and all filings and declarations with, any governmental authority or any other Person that are required for the execution, delivery, and performance of this Agreement by the Pledgor, and for the pledge of the Pledged Interests hereunder, have been duly obtained, made, or given and are in full force and eff

Section 4.9 — No Litigation There is no pending, or to the knowledge of the Pledgor threatened in writing, action, suit, arbitration, investigation, or other proceeding before or by any court, arbitrator, governmental body, agency, or official, or any other Person, that (a) challenges the validity or enforceability of this Agreement, the pledge of the Pledged Interests hereunder, or the security interest or lien crea

ARTICLE V — COVENANTS OF THE PLEDGOR The Pledgor hereby covenants and agrees with the Secured Party that, from and after the date hereof and until the indefeasible payment in full in cash of all Secured Obligations and the termination of all commitments under the Mezzanine Credit Agreement:

Section 5.1 — Maintenance of Pledged Interests The Pledgor shall at all times maintain its ownership of one hundred percent (100%) of the issued and outstanding equity interests in CCI. The Pledgor shall not sell, transfer, assign, convey, exchange, or otherwise dispose of, or grant any option, warrant, or other right with respect to, any of the Pledged Interests, or enter into any agreement or commitment to do so, w

Section 5.2 — Restriction on Liens The Pledgor shall not create, incur, assume, or permit to exist any lien, security interest, pledge, charge, encumbrance, or other restriction of any kind on any of the Pledged Interests, other than: (a) the first-priority lien of Pinnacle Commercial Bank, N.A. under the Senior Credit Agreement and the related Senior Loan Documents, (b) the second-priority lien and security interest

Section 5.3 — Preservation of CCI The Pledgor shall cause CCI to (a) maintain its corporate existence and good standing under the laws of the State of Ohio, (b) maintain all qualifications, licenses, permits, and authorizations necessary for the conduct of its business except where the failure to maintain any such qualification, license, permit, or authorization would not reasonably be expected to have a Material Adv

Section 5.4 — Defense of Collateral The Pledgor shall at its own cost and expense defend the Collateral against, and take such action as is necessary to remove, all liens, claims, charges, encumbrances, and other adverse claims against or to the Collateral, other than Permitted Liens. The Pledgor shall promptly notify the Secured Party in writing of any lien, claim, or encumbrance asserted against the Collateral that

Section 5.5 — Distributions (a) Prior to an Event of Default. Until the occurrence and during the continuance of an Event of Default, the Pledgor shall be entitled to receive and retain all Distributions made on or with respect to the Pledged Interests for its own use and benefit; provided, however, that the receipt and retention of any such Distribution by the Pledgor shall be subject to the terms and conditions of

Section 5.6 — Voting Rights (a) Prior to an Event of Default. Until the occurrence and during the continuance of an Event of Default, the Pledgor shall be entitled to exercise all voting rights, powers of consent, and other governance rights with respect to the Pledged Interests for all purposes not inconsistent with the terms of this Agreement, the Mezzanine Credit Agreement, or the Intercreditor Agreement; provided

Section 5.7 — Notice of Changes The Pledgor shall provide the Secured Party with at least thirty (30) days' prior written notice of any of the following: (a) any change in the Pledgor's legal name, identity, or organizational structure (including any conversion from a limited liability company to a corporation or other form of entity), (b) any change in the Pledgor's jurisdiction of organization, (c) any change in th

Section 5.8 — Further Assurances The Pledgor shall, at any time and from time to time, upon the written request of the Secured Party, promptly execute and deliver such additional instruments, documents, certificates, and agreements as the Secured Party may reasonably request to carry out the purposes and intent of this Agreement, to perfect and maintain the Secured Party's second-priority security interest in and lie

ARTICLE VI — REMEDIES UPON EVENT OF DEFAULT

Section 6.1 — Rights Upon Event of Default Upon the occurrence and during the continuance of an Event of Default (as defined in the Mezzanine Credit Agreement), and in each case subject to the terms, conditions, and limitations set forth in the Intercreditor Agreement (including without limitation the one hundred eighty (180) day standstill period described in Section 6.5 below and in Section 5.2 of the Intercreditor

Section 6.2 — Notice of Sale The Secured Party shall provide the Pledgor with at least ten (10) Business Days' prior written notice (which the Pledgor and the Secured Party agree constitutes commercially reasonable notice for purposes of the UCC and applicable law) of the time and place of any public sale, or of the time after which any private sale or other disposition of the Collateral is to be made. Such notice sh

Section 6.3 — Application of Proceeds The Proceeds of any sale, disposition, or other realization upon the Collateral (including any Distributions received by the Secured Party during the continuance of an Event of Default) shall be applied by the Secured Party in the following order of priority: (a) First, to the payment of all costs, fees, and expenses (including reasonable and documented attorneys' fees and expens

Section 6.4 — Private Sale The Pledgor acknowledges that the Pledged Interests have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities or "blue sky" laws, and that, as a result, the Secured Party may be unable to effect a public sale of the Pledged Interests in compliance with such laws. The Pledgor agrees that a private sale or sales of the Pledged Interests ma

Section 6.5 — Limitation by Intercreditor Agreement Notwithstanding anything to the contrary contained in this Article VI or elsewhere in this Agreement, all rights and remedies of the Secured Party under this Agreement are subject in all respects to the terms, conditions, limitations, and restrictions set forth in the Intercreditor Agreement, including without limitation: (a) the one hundred eighty (180) day standst

Section 6.6 — Cumulative Remedies The rights and remedies of the Secured Party under this Agreement, the Mezzanine Credit Agreement, the Security Agreement, and the other Loan Documents are cumulative and not exclusive of any other rights or remedies that the Secured Party may have at law, in equity, or otherwise. No failure or delay on the part of the Secured Party in exercising any right, power, or remedy hereunder

Section 7.1 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by a nationally recognized overnight courier service, or (d) sent by electronic mail (w

Section 7.2 — Amendments and Waivers (a) No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the Pledgor and the Secured Party. No waiver of any provision of this Agreement or consent to any departure by the Pledgor therefrom shall in any event be effective unless the same shall be in writing and signed by the Secure

Section 7.3 — Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the Pledgor and the Secured Party and their respective successors and permitted assigns; provided, however, that the Pledgor shall not assign, delegate, or transfer any of its rights or obligations under this Agreement without the prior written consent of the Secured Party (and any purported assignment, delegation, o

Section 7.4 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law), without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction; provided, however, that to the extent that the creati

Section 7.5 — Submission to Jurisdiction; Venue (a) Each of the Pledgor and the Secured Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (i) the courts of the State of New York sitting in the Borough of Manhattan, City and County of New York, and (ii) the United States District Court for the Southern District of New York, and any appellate court from

Section 7.6 — Waiver of Jury Trial EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF THE SECURED PART

Section 7.7 — Severability If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable under any applicable law, such provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability, and the remaining provisions of this Agreement shall continue in full force and effect. To the extent permitted by applicable law, t

Section 7.8 — Entire Agreement This Agreement, together with the Mezzanine Credit Agreement, the Security Agreement, the Intercreditor Agreement, the Mezzanine Promissory Note dated April 22, 2021, the Warrant Agreement dated April 22, 2021, and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandi

Section 7.9 — Termination and Release (a) Upon the indefeasible payment in full in cash of all Secured Obligations and the termination of all commitments under the Mezzanine Credit Agreement, the security interest and lien created by this Agreement shall automatically terminate and be of no further force or effect, and all rights in the Collateral shall revert to the Pledgor. (b) Upon such termination, the Secured Pa

Section 7.10 — Counterparts; Electronic Execution This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission (including in portable document format (PDF) or any electronic signat

Section 7.11 — Headings The article and section headings and the table of contents contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Agreement.

Section 7.12 — Reinstatement If at any time any payment of any of the Secured Obligations, or any part thereof, is rescinded or must otherwise be restored or returned by the Secured Party upon the insolvency, bankruptcy, reorganization, dissolution, liquidation, or similar proceeding of the Pledgor or CCI, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar of

1. First-Priority Lien of Pinnacle Commercial Bank, N.A. A first-priority lien on and security interest in the Pledged Interests granted by Crestline Packaging Solutions LLC in favor of Pinnacle Commercial Bank, N.A., as Administrative Agent, pursuant to the Senior Credit Agreement dated September 12, 2019, as amended, restated, supplemented, or otherwise modified from time to time, among Crestline Packaging Solution

2. Intercreditor Agreement. The relative priority of the first-priority lien of Pinnacle Commercial Bank, N.A. described in item 1 above and the second-priority lien of Ironwood Capital Finance LLC created by this Agreement is governed by the Intercreditor Agreement dated as of April 22, 2021, among Pinnacle Commercial Bank, N.A., as Senior Agent, Ironwood Capital Finance LLC, as Mezzanine Lender, and acknowledged by