Contract analysis

ARTICLE I — DEFINITIONS Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Restructuring Term Sheet or, if not defined therein, in the Plan or the Bankruptcy Code, as applicable. "Ad Hoc Group of First Lien Lenders" means the informal group of

ARTICLE II — RESTRUCTURING TERM SHEET; PLAN

Section 2.1 — Restructuring Term Sheet. The Restructuring shall be implemented in accordance with, and subject to, the terms and conditions set forth in the Restructuring Term Sheet attached hereto as Exhibit A. The Restructuring Term Sheet is expressly incorporated herein by reference in its entirety and constitutes an integral part of this Agreement. The Plan, the Disclosure Statement, and all other Definitive Docu

Section 2.2 — Plan and Definitive Documents. (a) The Plan, the Disclosure Statement, the DIP Credit Agreement, the solicitation materials, ballots, Plan Supplement documents, new organizational documents for the Reorganized Company, the New First Lien Take-Back Term Loan credit agreement, and all other Definitive Documents shall each be in form and substance reasonably acceptable to the Required Consenting Creditors;

ARTICLE III — COMMITMENTS AND AGREEMENTS

Section 3.1 — Commitments of the Company Parties. Subject to the terms and conditions of this Agreement, during the period from the RSA Effective Date through the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms, each of the Company Parties shall: (a) support, and take all commercially reasonable actions necessary or reasonably requested to facilitate, the

Section 3.2 — Commitments of the Consenting First Lien Lenders. Subject to the terms and conditions of this Agreement, during the period from the RSA Effective Date through the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms, each Consenting First Lien Lender, severally (and not jointly), shall: (a) timely vote (or cause to be voted) all of its First Lien

Section 3.3 — Commitments of the Consenting Second Lien Noteholders. Subject to the terms and conditions of this Agreement, during the period from the RSA Effective Date through the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms, each Consenting Second Lien Noteholder, severally (and not jointly), shall: (a) timely vote (or cause to be voted) all of its S

Section 3.4 — Commitments of the Sponsor. Subject to the terms and conditions of this Agreement, during the period from the RSA Effective Date through the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms, Thornfield Capital Partners LP shall: (a) support, and not object to, the Restructuring and the Plan, and take all commercially reasonable actions within

Section 3.5 — Additional Agreements. (a) Notwithstanding anything to the contrary herein, nothing in this Agreement shall require any Party to take any action that would (i) breach or be inconsistent with applicable law, including any fiduciary duties owed by the directors, managers, or officers of the Company Parties under applicable state or federal law, or (ii) result in the commission of a fraud or other illegal

ARTICLE IV — MILESTONES The Restructuring shall be implemented in accordance with the following milestones (each, a "Milestone"), each of which may be extended only with the prior written consent of the Required Consenting Creditors (which consent shall not be unreasonably withheld, conditioned, or delayed): (a) Petition Date Milestone. The Debtors shall file voluntary petitions for relief under Chapter 11 of the Ban

ARTICLE V — TRANSFER PROVISIONS

Section 5.1 — Transfers by Consenting Creditors. (a) Each Consenting Creditor hereby covenants and agrees that, during the term of this Agreement, it shall not Transfer any of its First Lien Claims or Second Lien Claims, as applicable, unless the following conditions are satisfied: (i) The proposed transferee executes and delivers a Joinder Agreement substantially in the form attached hereto as Exhibit B, pursuant to

Section 5.2 — Transfers by the Sponsor. Thornfield shall not Transfer any equity interests in CPS Holdings during the term of this Agreement without the prior written consent of the Required Consenting Creditors. Any purported Transfer in violation of this Section 5.2 shall be void ab initio.

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Representations and Warranties of the Company Parties. Each of the Company Parties hereby represents and warrants to the Consenting Creditors, as of the RSA Effective Date, as follows: (a) Organization and Good Standing. Each Company Party is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization, as follows: the Company is a limited liabilit

Section 6.2 — Representations and Warranties of the Consenting Creditors. Each Consenting Creditor, severally (and not jointly), hereby represents and warrants to the Company Parties, as of the RSA Effective Date (or, if applicable, as of the date on which such Consenting Creditor executes a Joinder Agreement), as follows: (a) Ownership of Claims. Such Consenting Creditor is the legal owner, beneficial owner, or inve

Section 6.3 — Representations and Warranties of the Sponsor. Thornfield Capital Partners LP hereby represents and warrants to the Consenting Creditors, as of the RSA Effective Date, as follows: (a) Organization and Good Standing. Thornfield Capital Partners LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite partnership powe

Section 7.1 — Termination by the Company Parties. The Company Parties may terminate this Agreement as to all Parties upon five (5) business days' prior written notice delivered to counsel for the Consenting First Lien Lenders and counsel for the Consenting Second Lien Noteholders upon the occurrence of any of the following events: (a) the failure to achieve any Milestone set forth in Article IV hereof within the time

Section 7.2 — Termination by the Required Consenting First Lien Lenders. The Required Consenting First Lien Lenders may terminate this Agreement as to all Parties upon five (5) business days' prior written notice delivered to counsel for the Company Parties and counsel for the Consenting Second Lien Noteholders upon the occurrence of any of the following events: (a) the failure to achieve any Milestone set forth in A

Section 7.3 — Termination by the Required Consenting Second Lien Noteholders. The Required Consenting Second Lien Noteholders may terminate this Agreement as to all Parties upon five (5) business days' prior written notice delivered to counsel for the Company Parties and counsel for the Consenting First Lien Lenders upon the occurrence of any of the following events: (a) the failure to achieve any Milestone set forth

Section 7.4 — Mutual Termination. This Agreement may be terminated at any time by mutual written consent of the Company Parties, the Required Consenting First Lien Lenders, and the Required Consenting Second Lien Noteholders.

Section 7.5 — Automatic Termination. This Agreement shall terminate automatically, without any further action required by any Party, upon the occurrence of the Effective Date of the Plan, at which time all obligations of the Parties hereunder shall be deemed to have been fully performed, satisfied, and discharged.

Section 7.6 — Effect of Termination. (a) Upon the termination of this Agreement in accordance with this Article VII, all obligations of the Parties under this Agreement shall immediately cease and be of no further force or effect, and no Party shall have any continuing liability or obligation to any other Party under this Agreement, except as follows: (i) No Party shall have any liability for the termination of this

ARTICLE VIII — AMENDMENTS AND WAIVERS

Section 8.1 — Amendments. This Agreement (including the Restructuring Term Sheet and all exhibits hereto) may be modified, amended, or supplemented only by a writing signed by each of the following: (a) the Company Parties, (b) the Required Consenting First Lien Lenders, and (c) the Required Consenting Second Lien Noteholders; provided, however, that any amendment that adversely affects the treatment, classification,

Section 8.2 — Waivers. Any Milestone, condition, or other provision of this Agreement may be waived in a writing signed by the Party or Parties for whose benefit such Milestone, condition, or provision exists. Any such waiver shall be effective only in the specific instance and for the specific purpose for which it is given, and shall not constitute a waiver of any other Milestone, condition, or provision.

ARTICLE IX — EFFECTIVENESS This Agreement shall become effective and binding on all Parties (such date, the "RSA Effective Date") upon the satisfaction of each of the following conditions: (a) execution and delivery of a counterpart signature page to this Agreement by each of the Company Parties, specifically Crestline Packaging Solutions LLC and CPS Holdings Inc.; (b) execution and delivery of a counterpart signatur

ARTICLE X — GOVERNING LAW; JURISDICTION

Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to any conflict of laws principles that would require or permit the application of the laws of any other jurisdiction; provided, however, that Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply.

Section 10.2 — Jurisdiction. Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (a) the Bankruptcy Court (to the extent that the Chapter 11 Cases have been commenced and are pending) or (b) prior to the commencement of the Chapter 11 Cases, the United States District Court for the Southern District of New York and the courts of the State of New Yor

Section 10.3 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRES

ARTICLE XI — MISCELLANEOUS PROVISIONS

Section 11.1 — Notices. All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) one (1) business day after being sent by recognized overnight courier service (charges prepaid), or (c) when sent by electronic mail (with confirmation of receipt), addressed as follows (or at such other address as any Part

Section 11.2 — Entire Agreement. This Agreement, together with the Restructuring Term Sheet attached as Exhibit A, the Form of Joinder Agreement attached as Exhibit B, and all other exhibits and schedules hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, agreements, and understandings, both writt

Section 11.3 — No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, shall confer upon any person or entity other than the Parties hereto and their respective successors and permitted assigns any rights, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this Agreement.

Section 11.4 — Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of th