Contract analysis

1. Purpose and Background Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Crestline Packaging Solutions LLC ("Crestline" or "CPS"), an Ohio limited liability company, to provide environmental due diligence legal services in connection with Crestline's proposed acquisition (the "Transaction") of Allegheny Chemical Coatings, Inc. ("ACC" or the "Target"), a Pennsylvania corporatio

2. Scope of Engagement The Firm's environmental due diligence services in connection with the Transaction shall include the activities and deliverables described in Sections 2.1 through 2.6 below. The scope of engagement may be expanded or modified upon mutual written agreement of the parties. 2.1 Phase I and Phase II Environmental Site Assessment Oversight C&H will retain, direct, and oversee TerraVerde Environmenta

3. Engagement Team The following attorneys and staff of Calderwood & Harkness LLP will be primarily responsible for performing the services described in this engagement letter: Harrison Caldwell will serve as the primary point of contact for all environmental-technical matters in connection with this engagement, including the oversight and direction of TerraVerde's work product, the conduct of the regulatory complian

4. Fees and Billing 4.1 Billing Rates C&H will bill for professional services rendered in connection with this engagement on an hourly basis. The current standard hourly rates for the members of the engagement team are as follows: These hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. C&H will provide Crestline with advance written n

5. Client and Matter Identification For purposes of this engagement, the client and matter are identified as follows: Client: Crestline Packaging Solutions LLC Matter Number: 1006-00003 Matter Description: Environmental Due Diligence — Proposed Acquisition of Allegheny Chemical Coatings, Inc. It is important to clarify that C&H's representation in connection with this engagement is of Crestline Packaging Solutions LL

6. Conflicts of Interest C&H has conducted a comprehensive conflicts of interest check in accordance with the Firm's standard conflicts procedures and the applicable Ohio Rules of Professional Conduct. Based on the information available to us at this time, we have determined that no conflicts of interest exist with respect to the engagement described in this letter. Our conflicts check included a review of the Firm's

7. Confidentiality and Privilege All communications between C&H and Crestline in connection with this engagement are protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. C&H will take reasonable steps to maintain the confidentiality of such communications and will mark communications and documents as privileged and confidential where appropriate.

8. Limitation of Engagement C&H's engagement is limited to the environmental due diligence workstream as described in Section 2 of this engagement letter. Without limiting the generality of the foregoing: (a) C&H is not providing advice on the overall M&A transaction structure, corporate governance, securities law compliance, tax matters (including federal, state, or local income tax, sales and use tax, or transfer t

9. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination by Crestline, the Firm will promptly cease work on the engagement, subject to any obligations imposed by the applicable Rules of Professional Conduct regarding withdrawal from representation. Upon termination, Crestline will remain responsible for payment of

10. Document Retention C&H will retain engagement files, including electronic and hard copy records, in accordance with the Firm's document retention policies, as may be amended from time to time. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the completion or termination of the engagement, after which the files may be destroyed in accordance with

11. Agreement and Execution This engagement letter, together with any amendments or supplements agreed to in writing by the parties, constitutes the entire agreement between Calderwood & Harkness LLP and Crestline Packaging Solutions LLC with respect to the engagement described herein, and supersedes all prior oral or written communications, understandings, or agreements relating to the subject matter hereof. If the