Contract analysis

I. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the terms of its engagement by Crestline Packaging Solutions LLC, an Ohio limited liability company ("Crestline" or "CPS"), and CPS Holdings Inc., a Delaware corporation ("CPS Holdings," and together with CPS, the "Company" or the "Clients"), as debtor's counsel in connection with the restructuring matters described here

II. Scope of Representation The Firm's representation of the Company in connection with this engagement shall encompass the following matters, as more particularly described below: (a) Pre-Filing Advisory Services. C&H will provide comprehensive advisory services to the Company in the pre-filing period, including without limitation: (i) analysis and evaluation of restructuring alternatives available to the Company, i

III. Engagement Team and Billing Rates A. Engagement Team The Firm has assembled a team of experienced restructuring professionals to staff this engagement. The core engagement team is comprised of the following attorneys: Colette Whitman — Partner, Bankruptcy & Restructuring Group. Ms. Whitman will serve as the responsible partner for this engagement and will have overall management and supervisory responsibility fo

IV. Retainer Upon execution of this Engagement Letter, the Company shall pay to C&H a retainer in the amount of Five Hundred Thousand Dollars ($500,000.00) (the "Retainer"). The Retainer shall be delivered to C&H by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Enclosure 2 attached hereto. The Retainer is expected to be received by C&H no later than June 1

V. Billing and Payment Terms C&H will render monthly invoices to the Company for professional fees and disbursements incurred during the preceding calendar month. Invoices will be transmitted to the attention of the Company's General Counsel, Preston Yee, at the address set forth above, or to such other address or designee as the Company may specify in writing from time to time. Electronic copies of invoices will be

VI. Expenses and Disbursements In addition to the professional fees described in Sections III and V above, the Company will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with this engagement. Such expenses shall be billed to the Company on a pass-through basis at actual cost, without markup, unless otherwise specified. Categories of reimbursa

VII. Court Approval of Retention and Compensation The Company acknowledges that the retention of C&H as debtor's counsel in the Chapter 11 cases is subject to approval by the Bankruptcy Court pursuant to 11 U.S.C. § 327(a). Section 327(a) of the Bankruptcy Code provides that a debtor in possession may employ an attorney that does not hold or represent an interest adverse to the estate and that is a "disinterested per

VIII. Conflicts of Interest C&H has conducted a comprehensive conflicts check with respect to the parties in interest known to the Firm at this time in connection with this engagement. The parties against whom C&H has conducted its conflicts review include, without limitation, the following: • Crestline Packaging Solutions LLC and its current and former officers and directors; • CPS Holdings Inc. and its current and

IX. Coordination with Other Professionals C&H recognizes the importance of effective coordination among the Company's professional advisors in connection with the restructuring. The Firm will work closely and collaboratively with the Company's other retained professionals, including the following: Kellner & Hartwick LLP — Local co-counsel for the Company in the United States Bankruptcy Court for the Northern District

X. Confidentiality C&H will maintain the confidentiality of all non-public information received from or on behalf of the Company in connection with this engagement, including without limitation financial data, business plans, trade secrets, customer and supplier information, employee information, and all other proprietary or sensitive information (collectively, "Confidential Information"). The Firm will not disclose

XI. Document Preservation The Company agrees to implement and maintain reasonable document preservation protocols with respect to all documents and electronically stored information ("ESI") that are or may be potentially relevant to the Chapter 11 cases, including without limitation: financial records; board of directors and board committee meeting minutes, agendas, and materials; correspondence with creditors, lende

XII. Termination Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party, delivered in accordance with the notice provisions set forth in Section XV below. Any termination of this engagement shall be effective upon the expiration of such thirty-day notice period, subject to the following conditions and limitations: (a) To the extent that the Chapter 11 cases have been

XIII. Limitation of Liability C&H's aggregate liability to the Company arising out of or relating to this engagement, whether based in contract, tort, negligence, strict liability, or any other theory of liability, shall not exceed the aggregate amount of professional fees actually paid to C&H by the Company under this Engagement Letter, except in cases of willful misconduct or gross negligence on the part of the Fir

XIV. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The parties agree that New York law shall apply to all matters of interpretation, construction, validity, and performance of this Engagement Letter. Any dispute, controversy, or claim arising out of or relating to t

XV. Miscellaneous Provisions Entire Agreement. This Engagement Letter, together with any enclosures or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, understandings, and agreements, whether written or oral, relating to the engagement of C&H as debtor's counsel to the Company. No prior or contemp

XVI. Acceptance and Signature block If the foregoing terms and conditions are acceptable to the Company, please indicate your agreement by executing this Engagement Letter in the space provided below and returning one fully executed copy to the undersigned at Calderwood & Harkness LLP, 30 Rockefeller Plaza, New York, New York 10112, Attention: Colette Whitman. Please retain a copy of this Engagement Letter, together