engagement-letter-calderwood-harkness-cps.docx

1006-00006 · Client 1006 · Engagement

engagement-letter-calderwood-harkness-cps.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Counselors at Law 600 Lexington Avenue, 30th Floor New York, New York 10022 Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com

April 1, 2025

Sandra K. Liu, Esq. General Counsel Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, Ohio 44308

Re: Engagement of Calderwood & Harkness LLP by Crestline Packaging Solutions LLC Matter: Acquisition of Substantially All Assets of Allegheny Valley Packaging, Inc. Calderwood & Harkness Matter No. 1006-00006

Dear Ms. Liu:

1. Introduction and Engagement

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Crestline Packaging Solutions LLC, an Ohio limited liability company ("Crestline," "CPS," or the "Client"), to serve as outside legal counsel in connection with the proposed acquisition by Crestline of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("AVP" or the "Target"), through an asset purchase transaction (the "Transaction"). We appreciate the confidence you and the Crestline management team have placed in our Firm, and we look forward to providing the highest quality legal representation throughout the course of this engagement.

This letter (this "Engagement Letter") confirms the terms and conditions of the Firm's representation as discussed with you and Thomas R. Garner, Chief Executive Officer, and Priya Mehta, Chief Financial Officer, of Crestline during our meetings on March 24 and March 28, 2025, and is intended to set forth the understandings between the Firm and the Client concerning the nature and scope of the services to be rendered, the basis upon which fees and expenses will be charged, and certain other matters related to our professional relationship.

The Firm understands that Crestline is a portfolio company of Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership (the "Sponsor"), and that the Transaction is being pursued as an add-on acquisition for the Crestline platform. The Firm further understands that the anticipated enterprise value for the Transaction is in the range of approximately $85 million to $95 million, subject to customary adjustments, and that Crestline intends to finance a portion of the purchase price through an incremental term loan under its existing credit facility. The specific terms and conditions of the Firm's engagement are as set forth in the sections below.

2. Scope of Engagement

The Firm will serve as Crestline's primary outside legal counsel in connection with the Transaction. The scope of the Firm's engagement shall include representation of Crestline as buyer's counsel in all material aspects of the Transaction, including but not limited to the following:

(a) Transaction Documents. Negotiation, drafting, and review of the Asset Purchase Agreement and all ancillary transaction documents, including the bill of sale, assignment and assumption agreement, intellectual property assignment agreements, real property deeds, escrow agreement, transition services agreement, non-competition and non-solicitation agreements with key personnel of the Target, and consulting agreements with the Target's principals, as applicable.

(b) Legal Due Diligence. Conducting a comprehensive legal due diligence investigation of the Target's business, assets, liabilities, contracts, real property interests, intellectual property portfolio, environmental matters, employment and employee benefits matters, pending and threatened litigation, regulatory compliance history, insurance coverage, and tax matters. The Firm will prepare a due diligence summary memorandum or report identifying material findings and risk areas for the Client's review and consideration.

(c) Regulatory Analysis. Analysis of applicable regulatory requirements in connection with the Transaction, including Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") filing threshold analysis and, if required, preparation and filing of the HSR notification form. The scope of this work also includes analysis of Pennsylvania Bulk Sale Notice requirements under applicable state law, environmental permit transfer requirements, and any other governmental or regulatory approvals or notifications required to consummate the Transaction.

(d) Sponsor Coordination. Coordination with the Sponsor's counsel, if separately retained, regarding the preparation and negotiation of the equity commitment letter and limited guarantee to be delivered by Ridgeway Capital Partners Fund III, LP in connection with the Transaction, to the extent such instruments are required.

(e) Financing Documents. Preparation and review of financing-related documents in connection with the Transaction, including the incremental term loan amendment or supplement to Crestline's existing credit facility, legal opinions to be delivered to lenders, perfection certificates, and such other ancillary financing documents as may be reasonably required by the administrative agent and the lenders.

(f) Buyer Closing Deliverables. Preparation of buyer's closing certificates, secretary's certificates, bring-down good standing certificates, disclosure schedules, and all other documents required to be delivered by Crestline at or prior to the closing of the Transaction.

(g) Advisor Coordination. Coordination with Crestline's accounting and financial diligence advisor (currently understood to be Hargrove Thornton LLP), environmental consultants (currently understood to be Greenvale Environmental Sciences LLC), title company (currently understood to be Great Lakes Title & Escrow Inc.), and representations and warranties insurance broker (currently understood to be Greystone Marsh Advisory LLC), to the extent necessary in connection with the Transaction. The Firm will facilitate communication among the various workstreams and advisors to promote an efficient and coordinated process.

(h) Third-Party Consents. Review and analysis of third-party consents required for assignment of assumed contracts from the Target to Crestline, including identification of anti-assignment provisions, change of control provisions, and notice requirements in material contracts, and preparation or review of consent solicitation letters.

(i) Tax Structuring. Tax structuring advice in connection with the Transaction, including analysis of the tax consequences of the asset purchase structure to Crestline, preparation or review of the purchase price allocation under Section 1060 of the Internal Revenue Code of 1986, as amended, analysis of applicable transfer taxes (including Pennsylvania realty transfer taxes), and compliance with applicable bulk sale tax clearance requirements.

(j) Employment and Benefits Transition. Advice on employee and benefits transition matters arising in connection with the Transaction, including analysis of the Target's collective bargaining agreement (if any) and successor employer obligations under the National Labor Relations Act, WARN Act compliance, pension and multiemployer plan withdrawal liability analysis, and employee benefit plan transition issues.

(k) Representations and Warranties Insurance. Coordination with the Client's insurance broker in connection with the procurement of a representations and warranties insurance policy for the Transaction, including review and negotiation of the policy terms, exclusions, and retention amounts.

(l) Closing and Post-Closing. Management of closing mechanics, including preparation of the closing checklist, funds flow memorandum, and coordination of the closing process. Post-closing services shall include advice on net working capital adjustment procedures, escrow release mechanics, and resolution of any post-closing purchase price disputes under the terms of the Asset Purchase Agreement.

Notwithstanding the foregoing, the scope of this engagement expressly excludes the following:

(a) Representation of Ridgeway Capital Partners Fund III, LP, Ridgeway Capital GP III LLC, or any other Ridgeway Capital-affiliated entity in their separate capacity, unless the Firm is separately engaged to provide such representation pursuant to a separate engagement letter or an amendment to this Engagement Letter;

(b) Any litigation, arbitration, mediation, or other dispute resolution proceeding arising out of or related to the Transaction, including without limitation any indemnification claims, purchase price adjustment disputes, or breach of representation claims, unless the Firm is separately engaged to provide such representation;

(d) Advice concerning the laws of any jurisdiction other than the United States, the State of New York, the State of Ohio, the Commonwealth of Pennsylvania, and the State of Delaware, as applicable to the Transaction. To the extent legal advice under the laws of any other jurisdiction is required, the Firm will assist the Client in identifying and retaining appropriate local counsel.

The Firm and the Client may modify or expand the scope of the engagement from time to time by mutual written agreement.

3. Responsible Attorneys

The following attorneys have been assigned to serve as the core deal team for this engagement:

Harrison Wexford, Partner — Mr. Wexford will serve as the Responsible Partner for the engagement and the primary relationship partner. He will provide overall supervision and strategic direction for the Transaction and will be the Client's principal point of contact at the partner level for substantive legal matters.

Beatrice Holloway, Partner — Ms. Holloway will serve as the Billing Partner for the engagement. She will be responsible for billing administration, client account management, and coordination of invoicing matters. Ms. Holloway will also contribute substantively to the Transaction as needed.

Megan Chu, Associate — Ms. Chu will serve as the Lead Associate on the Transaction and will be responsible for day-to-day management of the deal process, including primary drafting and markup of transaction documents, coordination of the due diligence review, and management of the closing process and related deliverables.

Derek Okonkwo, Associate — Mr. Okonkwo will serve as a Working Associate supporting the Transaction, with primary responsibilities including drafting of ancillary documents, substantive due diligence review across key workstreams, and preparation of closing documentation.

Leonard Cross, Partner (Tax) — Mr. Cross will serve as the Specialist Partner providing tax structuring advice in connection with the Transaction, including purchase price allocation analysis under Section 1060 of the Internal Revenue Code, transfer tax guidance (including Pennsylvania realty transfer tax analysis), bulk sale tax clearance compliance, and general tax structuring considerations arising from the asset purchase structure.

In addition to the core deal team identified above, additional attorneys may be assigned to the engagement as needed to ensure efficient and comprehensive representation, including specialists in real estate, environmental, employment and employee benefits, finance, and intellectual property matters. The Firm maintains substantial depth in each of these practice areas and will draw upon appropriate resources as the Transaction progresses. The Client will be informed of any material changes to the composition of the core deal team. Time entries for all attorneys and legal professionals working on the matter will be reflected on the Firm's monthly invoices.

The Client's primary day-to-day contacts at the Firm shall be Harrison Wexford and Megan Chu, each of whom may be reached at their respective direct telephone numbers and email addresses as previously provided.

4. Client Contact and Authority

The Firm will take direction from and report to Sandra K. Liu, General Counsel of Crestline, as the Client's primary point of contact for all matters relating to this engagement. The Firm will keep Ms. Liu apprised of material developments, seek instructions on key decisions, and provide regular status updates on the progress of the Transaction. Ms. Liu may designate in writing from time to time such other persons as she deems appropriate to serve as additional authorized contacts for purposes of the engagement.

In addition to Ms. Liu, the Firm is authorized to communicate directly with Thomas R. Garner, Chief Executive Officer, and Priya Mehta, Chief Financial Officer, of Crestline as authorized representatives of the Client for purposes of this engagement, including for the purpose of obtaining business-related information, instructions, and approvals in connection with the Transaction.

The Client acknowledges and understands that all material decisions regarding the Transaction—including, without limitation, the approval and execution of definitive agreements, the determination to proceed with or abandon the Transaction, the acceptance or rejection of material terms proposed by the Target or its advisors, and the authorization to close the Transaction—remain with the Client, acting through its authorized officers and representatives. The Firm will provide legal counsel, recommendations, and analysis to assist the Client in making informed decisions, but the ultimate authority and responsibility for business and legal decisions relating to the Transaction rests with the Client.

5. Fee Arrangements

Basis of Fees. The Firm will charge for legal services rendered in connection with this engagement on an hourly basis at the Firm's standard billing rates then in effect for the attorneys and other legal professionals performing services on the matter. Time is recorded and billed in increments of one-tenth of an hour (six minutes). All services performed by attorneys, paralegals, and other legal professionals on behalf of the Client will be billed at the individual billing rate applicable to the professional performing the work.

Current Hourly Rates (2025). The Firm's current standard hourly billing rates for 2025 are as follows:

Rates vary by individual attorney or legal professional based on seniority, experience, and area of specialization. The specific billing rate for each professional assigned to the matter will be reflected on the Firm's monthly invoices. Upon request, the Firm will provide the Client with a schedule of the current billing rates for each member of the core deal team.

Rate Adjustments. The Firm's standard hourly billing rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. The Client will be notified in advance of any changes to the billing rates applicable to professionals working on this matter. To the extent that the Transaction extends beyond December 31, 2025, the adjusted rates effective as of January 1, 2026 shall apply to services rendered on or after that date.

Estimated Fees. While the Firm is unable to provide a fixed fee for this engagement given the inherent complexity of the Transaction and the variability associated with the negotiation process, due diligence findings, regulatory matters, financing documentation requirements, and other factors that may affect the scope and duration of the Firm's work, the Firm currently estimates that total legal fees for the Transaction will be in the range of $850,000 to $1,200,000, exclusive of disbursements and out-of-pocket expenses. This estimate is based on the following assumptions: (i) the Transaction follows a customary timeline of approximately 90 to 120 days from letter of intent to closing; (ii) the scope and complexity of the due diligence review, negotiations, and regulatory requirements remain consistent with a transaction of this nature and size; (iii) no material litigation, regulatory, or environmental issues arise that require extraordinary attention; and (iv) the financing documentation workstream proceeds in a customary fashion without significant renegotiation of credit facility terms. This estimate is subject to revision based on actual circumstances, and the Firm will endeavor to keep the Client informed of the status of fees and any material changes in the Firm's assessment of the expected fee range as the engagement progresses.

No Fee Cap or Fixed Fee. The estimate set forth above does not constitute a fee cap, a fixed fee, a maximum fee commitment, or a guarantee of the total fees that will be charged in connection with this engagement. The actual fees incurred may be higher or lower than the estimated range depending on the circumstances of the Transaction as they develop. The Client acknowledges that many factors influencing the total cost of the engagement are outside the Firm's control, including the pace of negotiations, the responsiveness of the Target and its advisors, the volume and complexity of due diligence issues, and the requirements of the Client's lenders and insurance providers.

6. Disbursements and Expenses

In addition to professional fees for legal services, the Firm will charge the Client for out-of-pocket disbursements and expenses incurred in connection with the engagement. Such disbursements and expenses include, but are not limited to, the following:

(a) Filing fees and recording costs, including Pennsylvania deed recording fees, realty transfer tax documentation preparation, UCC filing fees, and any governmental or regulatory filing fees;

(b) Messenger, courier, and overnight delivery charges;

(c) Photocopying and document reproduction charges at the Firm's standard internal rates (currently $0.25 per page for black-and-white copies and $0.75 per page for color copies);

(d) Travel expenses, including airfare, ground transportation, lodging, and meals incurred at cost, for travel to Client, Target, or third-party locations (including Akron, Ohio and the Target's facilities in western Pennsylvania) as reasonably necessary in connection with the Transaction;

(e) Online legal research charges (including Westmark Data Systems, Sundial Solutions, and other research databases) at the Firm's standard internal allocation rates;

(f) Long-distance telecommunications charges;

(g) Computerized document review and e-discovery platform costs, including virtual data room access fees and document management technology charges, if applicable; and

(h) Fees for outside services retained by the Firm on behalf of the Client (such as process agents, local counsel, or specialized search firms), subject to the Client's prior written approval for any such engagement with an anticipated cost exceeding $5,000.

The Firm will exercise reasonable judgment in incurring disbursements and will seek to minimize unnecessary expenses. The Firm will not separately engage environmental consultants, accounting or financial diligence advisors, title companies, survey firms, or insurance brokers on behalf of the Client in connection with this Transaction. The Firm understands that those engagements are directly between the Client and the respective service providers, currently understood to include Hargrove Thornton LLP (quality of earnings and financial due diligence), Greenvale Environmental Sciences LLC (environmental site assessments and compliance review), Great Lakes Title & Escrow Inc. (title commitments, surveys, and escrow services), and Greystone Marsh Advisory LLC (representations and warranties insurance brokerage). The Firm will coordinate with such service providers as appropriate in furtherance of the Transaction but will not be responsible for their fees or services.

7. Billing and Payment Terms

The Firm will render monthly invoices to the Client for fees and disbursements incurred during the preceding calendar month. Invoices are due and payable within thirty (30) days of the date of the invoice. All invoices will reference Calderwood & Harkness Matter No. 1006-00006 and will include a detailed summary of services rendered, organized by attorney and legal professional, with a description of work performed, hours expended, and applicable billing rates for each timekeeper, as well as an itemization of disbursements and expenses incurred.

The Firm reserves the right to charge interest at the rate of 1.0% per month (equivalent to 12.0% per annum) on any amounts remaining unpaid more than sixty (60) days after the date of the invoice. The accrual of interest on overdue amounts shall not constitute a waiver of the Firm's right to pursue other remedies for nonpayment.

The Client may request electronic billing in any of the standard legal e-billing formats (including LEDES, Brightmoor Solutions, or other commonly accepted formats), and the Firm will endeavor to comply with the Client's reasonable billing guidelines, provided that such guidelines are communicated to the Firm in writing prior to or promptly following the commencement of the engagement. To the extent the Client's billing guidelines impose requirements that are materially inconsistent with the terms of this Engagement Letter, the terms of this Engagement Letter shall control unless the parties agree in writing to alternative arrangements.

8. Retainer

No advance retainer deposit is required for this engagement. The Firm will commence work upon receipt of the fully executed Engagement Letter and will invoice the Client on a monthly basis as described in Section 7 above.

9. Client Identity and Affiliated Entities

The Client for purposes of this engagement is Crestline Packaging Solutions LLC, and only Crestline Packaging Solutions LLC. The Firm's representation does not extend to any affiliates, subsidiaries, parent entities, members, managers, officers, directors, or equity holders of Crestline, including without limitation Ridgeway Capital Partners Fund III, LP, Ridgeway Capital GP III LLC, or any other entity affiliated with Ridgeway Capital Partners or its principals, unless the Firm expressly agrees in writing to provide such representation.

To the extent the Firm is asked to prepare, review, or negotiate documents on behalf of or for the benefit of Ridgeway Capital Partners Fund III, LP in connection with the Transaction (such as the equity commitment letter, limited guarantee, or related side letters), the Client acknowledges and agrees that such work is performed solely in the Firm's capacity as counsel to Crestline and in furtherance of Crestline's interests in the Transaction. The preparation or review of such documents does not create an attorney-client relationship between the Firm and Ridgeway Capital Partners Fund III, LP, Ridgeway Capital GP III LLC, or any other Ridgeway Capital-affiliated entity, and no such entity shall be deemed a client of the Firm by virtue of the Firm's work on the Transaction. Any Ridgeway Capital-affiliated entity desiring to establish an independent attorney-client relationship with the Firm should contact the Firm to discuss the terms of a separate engagement.

10. Conflicts of Interest and Waiver

The Firm has conducted a conflicts check in accordance with its standard internal procedures based on the information provided by the Client regarding the parties to and advisors involved in the Transaction. Based on the results of that review, the Firm does not believe that its representation of Crestline in connection with the Transaction presents any conflicts of interest requiring disclosure or waiver at this time.

The Client acknowledges, however, that Calderwood & Harkness LLP is a large, multi-practice law firm that represents a significant number of clients across a wide range of industries and matters. The Firm may currently represent, or may in the future undertake to represent, other clients in matters unrelated to this Transaction that may involve one or more of the following parties: Allegheny Valley Packaging, Inc.; Gerald W. Horvath, Patricia A. Horvath, and Michael G. Horvath (shareholders of the Target); Broadmoor Strauss & Kline LLP (counsel to the Target); Veltrano Hargrave & Co. (investment banking advisor to the Target); Pinnacle National Bank, N.A.; Commonwealth Merchant Bank; Heartland Commercial Finance LLC; Atlantic Fiduciary Trust Company; Merchants & Traders Bank; or any other party to, or advisor in connection with, the Transaction. Such representations may involve matters that are wholly unrelated to the Transaction and to the business of Crestline.

By executing this Engagement Letter, the Client consents to the Firm's representation of other clients in matters that are not substantially related to the Transaction, even where such other clients may include parties identified above or other participants in the Transaction. The Firm agrees, however, that it will not represent any party adverse to Crestline in any matter that is substantially related to the Transaction without the Client's prior written consent.

If an actual or potential conflict of interest arises during the course of the engagement that was not identified at the time of the initial conflicts review, the Firm will promptly notify the Client of the nature of the conflict and discuss with the Client appropriate steps to address the situation. Such steps may include, depending on the circumstances, obtaining an additional waiver from the Client and/or the other affected client, implementing an ethical screen or information barrier within the Firm, or, if the conflict cannot be resolved in a manner consistent with the Firm's professional obligations, withdrawing from the engagement.

11. Confidentiality

The Firm will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and other applicable rules of professional conduct governing the attorneys performing services on the matter. All members of the Firm, including attorneys, paralegals, staff, and other personnel, are bound by the Firm's policies and procedures regarding the protection of client confidential information.

The Firm will not disclose confidential Client information to any third party without the Client's prior consent, except as required by law, court order, or applicable rules of professional conduct, or as reasonably necessary in the ordinary course of the representation (including, by way of example and not limitation, disclosures to opposing counsel in the course of negotiations, disclosures in governmental or regulatory filings made on the Client's behalf, or disclosures to the Firm's professional liability insurer in connection with a claim or potential claim relating to the engagement).

The Client hereby authorizes the Firm to share confidential information relating to the Transaction with members of the deal team at Ridgeway Capital Partners, including Julian C. Adler, Managing Partner, and Francesca DiNardo, Vice President, to the extent reasonably necessary for the efficient conduct of the Transaction and as directed by the Client's authorized representatives. This authorization is subject to the limitations on the attorney-client relationship described in Section 9 above, and the sharing of information with Ridgeway Capital personnel pursuant to this authorization shall not be deemed to create an attorney-client relationship between the Firm and any Ridgeway Capital-affiliated entity or to extend the Firm's duties of confidentiality to any such entity.

12. Document Retention

Following the conclusion of the engagement (whether by completion of the Transaction, termination of the engagement, or otherwise), the Firm will retain client files for a period consistent with the Firm's document retention policy, which currently provides for retention of closed matter files for a period of seven (7) years from the date of conclusion of the matter. Upon expiration of the applicable retention period, the Firm may destroy such files, including electronic copies, without further notice to the Client and without liability to the Client for such destruction.

The Client may request the return of original documents in the Firm's possession at any time during or after the engagement. The Firm will comply with such requests within a reasonable period of time. The cost of copying and delivering documents to the Client in connection with any such request shall be borne by the Client.

Work product of the Firm, including internal memoranda, legal research, preliminary drafts, attorney notes, and internal communications, remains the property of the Firm, subject to the Client's right to receive copies of final or near-final documents, memoranda, and opinions prepared for the Client's benefit in connection with the engagement. The Firm's work product is protected by the attorney work product doctrine and, where applicable, by the attorney-client privilege, and the Client agrees not to disclose or waive the protections applicable to such work product without the Firm's prior consent.

13. Limitation of Liability

Except to the extent prohibited by applicable law or rules of professional conduct, the Firm's aggregate liability to the Client arising out of or related to this engagement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of fees actually paid by the Client to the Firm for services rendered in connection with this engagement. This limitation applies to all claims and causes of action of every kind and nature, including claims for breach of fiduciary duty, legal malpractice, negligent misrepresentation, or breach of contract.

The Firm shall not be liable to the Client for any consequential, indirect, incidental, special, exemplary, or punitive damages arising out of or related to this engagement, regardless of whether such damages were foreseeable and regardless of whether the Firm was advised of the possibility of such damages. This limitation shall apply to the fullest extent permitted by applicable law.

Nothing in this Section 13 shall be construed to limit the Firm's liability for its own fraud, willful misconduct, or gross negligence, or to limit any rights or remedies of the Client that cannot be waived or limited under applicable law or rules of professional conduct.

14. Termination of Engagement

Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. The Client's right to terminate the engagement is absolute and unconditional. The Firm's right to terminate the engagement is subject to the Firm's professional obligations regarding withdrawal from representation, including compliance with applicable rules of professional conduct and, if applicable, any requirements imposed by a court or tribunal having jurisdiction over the matter.

Upon termination of the engagement by either party, the Client shall remain obligated to pay the Firm for all legal services rendered and all disbursements and expenses incurred through the effective date of termination, in accordance with the terms of this Engagement Letter. The Firm will render a final invoice for such amounts within thirty (30) days following the effective date of termination.

Upon termination, the Firm will take reasonable steps to protect the Client's interests, including providing reasonable advance notice of the Firm's withdrawal (where the Firm initiates termination), making client files and work product available to the Client or successor counsel, and cooperating in the orderly transition of the matter to successor counsel designated by the Client.

The provisions of this Engagement Letter relating to confidentiality (Section 11), document retention (Section 12), limitation of liability (Section 13), conflicts of interest (Section 10), and governing law and jurisdiction (Section 15) shall survive the termination of the engagement.

15. Governing Law

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's engagement by the Client, including any claim for legal malpractice, breach of fiduciary duty, or breach of contract, shall be subject to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City and County of New York, State of New York. Each party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objection to the laying of venue in such courts based on the doctrine of forum non conveniens or any other basis.

16. Entire Agreement and Amendments

This Engagement Letter constitutes the entire agreement between the Client and the Firm with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, relating to the subject matter hereof. No representations, warranties, covenants, or agreements have been made by either party with respect to the engagement other than those expressly set forth in this Engagement Letter.

This Engagement Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by an authorized representative of each of the Client and the Firm. No course of dealing or course of performance shall be deemed to amend or modify the terms of this Engagement Letter.

17. Acceptance and Execution

We respectfully request that the Client confirm its agreement to the terms and conditions of this engagement by having an authorized signatory of Crestline Packaging Solutions LLC execute this Engagement Letter in the space provided below and return a fully executed copy to the attention of Harrison Wexford at Calderwood & Harkness LLP. An executed copy may be returned by hand delivery, overnight courier, email (in PDF format), or U.S. mail.

If the terms set forth in this Engagement Letter are acceptable and accurately reflect the Client's understanding of the engagement, please have Ms. Liu or another duly authorized representative of the Client countersign this letter in the space provided below and return a copy to us at your earliest convenience.

We are grateful for the opportunity to represent Crestline Packaging Solutions LLC in this important transaction, and we look forward to working closely with you, Mr. Garner, Ms. Mehta, and the broader Crestline and Ridgeway Capital teams to bring the Transaction to a successful conclusion. Should you have any questions regarding the terms of this Engagement Letter or any other aspect of the engagement, please do not hesitate to contact Harrison Wexford or Beatrice Holloway directly.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Harrison Wexford

Title: Partner

By: ________

Name: Beatrice Holloway

Title: Partner

AGREED AND ACCEPTED:

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Sandra K. Liu

Title: General Counsel

Date: ________

cc: Thomas R. Garner, Chief Executive Officer, Crestline Packaging Solutions LLC cc: Priya Mehta, Chief Financial Officer, Crestline Packaging Solutions LLC cc: Julian C. Adler, Managing Partner, Ridgeway Capital Partners (courtesy copy, per Client's direction)

Professional Category	Hourly Rate Range
Partners	$1,150 – $1,650
Of Counsel	$950 – $1,250
Associates	$625 – $1,050
Legal Assistants / Paralegals	$350 – $475

CALDERWOOD & HARKNESS LLP Counselors at Law 600 Lexington Avenue, 30th Floor New York, New York 10022 Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com
April 1, 2025
Sandra K. Liu, Esq. General Counsel Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, Ohio 44308
Re: Engagement of Calderwood & Harkness LLP by Crestline Packaging Solutions LLC Matter: Acquisition of Substantially All Assets of Allegheny Valley Packaging, Inc. Calderwood & Harkness Matter No. 1006-00006
Dear Ms. Liu:
1. Introduction and Engagement
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Crestline Packaging Solutions LLC, an Ohio limited liability company ("Crestline," "CPS," or the "Client"), to serve as outside legal counsel in connection with the proposed acquisition by Crestline of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("AVP" or the "Target"), through an asset purchase transaction (the "Transaction"). We appreciate the confidence you and the Crestline management team have placed in our Firm, and we look forward to providing the highest quality legal representation throughout the course of this engagement.
This letter (this "Engagement Letter") confirms the terms and conditions of the Firm's representation as discussed with you and Thomas R. Garner, Chief Executive Officer, and Priya Mehta, Chief Financial Officer, of Crestline during our meetings on March 24 and March 28, 2025, and is intended to set forth the understandings between the Firm and the Client concerning the nature and scope of the services to be rendered, the basis upon which fees and expenses will be charged, and certain other matters related to our professional relationship.
The Firm understands that Crestline is a portfolio company of Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership (the "Sponsor"), and that the Transaction is being pursued as an add-on acquisition for the Crestline platform. The Firm further understands that the anticipated enterprise value for the Transaction is in the range of approximately $85 million to $95 million, subject to customary adjustments, and that Crestline intends to finance a portion of the purchase price through an incremental term loan under its existing credit facility. The specific terms and conditions of the Firm's engagement are as set forth in the sections below.
2. Scope of Engagement
The Firm will serve as Crestline's primary outside legal counsel in connection with the Transaction. The scope of the Firm's engagement shall include representation of Crestline as buyer's counsel in all material aspects of the Transaction, including but not limited to the following:
(a) Transaction Documents. Negotiation, drafting, and review of the Asset Purchase Agreement and all ancillary transaction documents, including the bill of sale, assignment and assumption agreement, intellectual property assignment agreements, real property deeds, escrow agreement, transition services agreement, non-competition and non-solicitation agreements with key personnel of the Target, and consulting agreements with the Target's principals, as applicable.
(b) Legal Due Diligence. Conducting a comprehensive legal due diligence investigation of the Target's business, assets, liabilities, contracts, real property interests, intellectual property portfolio, environmental matters, employment and employee benefits matters, pending and threatened litigation, regulatory compliance history, insurance coverage, and tax matters. The Firm will prepare a due diligence summary memorandum or report identifying material findings and risk areas for the Client's review and consideration.
(c) Regulatory Analysis. Analysis of applicable regulatory requirements in connection with the Transaction, including Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") filing threshold analysis and, if required, preparation and filing of the HSR notification form. The scope of this work also includes analysis of Pennsylvania Bulk Sale Notice requirements under applicable state law, environmental permit transfer requirements, and any other governmental or regulatory approvals or notifications required to consummate the Transaction.
(d) Sponsor Coordination. Coordination with the Sponsor's counsel, if separately retained, regarding the preparation and negotiation of the equity commitment letter and limited guarantee to be delivered by Ridgeway Capital Partners Fund III, LP in connection with the Transaction, to the extent such instruments are required.
(e) Financing Documents. Preparation and review of financing-related documents in connection with the Transaction, including the incremental term loan amendment or supplement to Crestline's existing credit facility, legal opinions to be delivered to lenders, perfection certificates, and such other ancillary financing documents as may be reasonably required by the administrative agent and the lenders.
(f) Buyer Closing Deliverables. Preparation of buyer's closing certificates, secretary's certificates, bring-down good standing certificates, disclosure schedules, and all other documents required to be delivered by Crestline at or prior to the closing of the Transaction.
(g) Advisor Coordination. Coordination with Crestline's accounting and financial diligence advisor (currently understood to be Hargrove Thornton LLP), environmental consultants (currently understood to be Greenvale Environmental Sciences LLC), title company (currently understood to be Great Lakes Title & Escrow Inc.), and representations and warranties insurance broker (currently understood to be Greystone Marsh Advisory LLC), to the extent necessary in connection with the Transaction. The Firm will facilitate communication among the various workstreams and advisors to promote an efficient and coordinated process.
(h) Third-Party Consents. Review and analysis of third-party consents required for assignment of assumed contracts from the Target to Crestline, including identification of anti-assignment provisions, change of control provisions, and notice requirements in material contracts, and preparation or review of consent solicitation letters.
(i) Tax Structuring. Tax structuring advice in connection with the Transaction, including analysis of the tax consequences of the asset purchase structure to Crestline, preparation or review of the purchase price allocation under Section 1060 of the Internal Revenue Code of 1986, as amended, analysis of applicable transfer taxes (including Pennsylvania realty transfer taxes), and compliance with applicable bulk sale tax clearance requirements.
(j) Employment and Benefits Transition. Advice on employee and benefits transition matters arising in connection with the Transaction, including analysis of the Target's collective bargaining agreement (if any) and successor employer obligations under the National Labor Relations Act, WARN Act compliance, pension and multiemployer plan withdrawal liability analysis, and employee benefit plan transition issues.
(k) Representations and Warranties Insurance. Coordination with the Client's insurance broker in connection with the procurement of a representations and warranties insurance policy for the Transaction, including review and negotiation of the policy terms, exclusions, and retention amounts.
(l) Closing and Post-Closing. Management of closing mechanics, including preparation of the closing checklist, funds flow memorandum, and coordination of the closing process. Post-closing services shall include advice on net working capital adjustment procedures, escrow release mechanics, and resolution of any post-closing purchase price disputes under the terms of the Asset Purchase Agreement.
Notwithstanding the foregoing, the scope of this engagement expressly excludes the following:
(a) Representation of Ridgeway Capital Partners Fund III, LP, Ridgeway Capital GP III LLC, or any other Ridgeway Capital-affiliated entity in their separate capacity, unless the Firm is separately engaged to provide such representation pursuant to a separate engagement letter or an amendment to this Engagement Letter;
(b) Any litigation, arbitration, mediation, or other dispute resolution proceeding arising out of or related to the Transaction, including without limitation any indemnification claims, purchase price adjustment disputes, or breach of representation claims, unless the Firm is separately engaged to provide such representation;
(c) Lobbying, government relations, or legislative advocacy services of any kind; and
(d) Advice concerning the laws of any jurisdiction other than the United States, the State of New York, the State of Ohio, the Commonwealth of Pennsylvania, and the State of Delaware, as applicable to the Transaction. To the extent legal advice under the laws of any other jurisdiction is required, the Firm will assist the Client in identifying and retaining appropriate local counsel.
The Firm and the Client may modify or expand the scope of the engagement from time to time by mutual written agreement.
3. Responsible Attorneys
The following attorneys have been assigned to serve as the core deal team for this engagement:
Harrison Wexford, Partner — Mr. Wexford will serve as the Responsible Partner for the engagement and the primary relationship partner. He will provide overall supervision and strategic direction for the Transaction and will be the Client's principal point of contact at the partner level for substantive legal matters.
Beatrice Holloway, Partner — Ms. Holloway will serve as the Billing Partner for the engagement. She will be responsible for billing administration, client account management, and coordination of invoicing matters. Ms. Holloway will also contribute substantively to the Transaction as needed.
Megan Chu, Associate — Ms. Chu will serve as the Lead Associate on the Transaction and will be responsible for day-to-day management of the deal process, including primary drafting and markup of transaction documents, coordination of the due diligence review, and management of the closing process and related deliverables.
Derek Okonkwo, Associate — Mr. Okonkwo will serve as a Working Associate supporting the Transaction, with primary responsibilities including drafting of ancillary documents, substantive due diligence review across key workstreams, and preparation of closing documentation.
Leonard Cross, Partner (Tax) — Mr. Cross will serve as the Specialist Partner providing tax structuring advice in connection with the Transaction, including purchase price allocation analysis under Section 1060 of the Internal Revenue Code, transfer tax guidance (including Pennsylvania realty transfer tax analysis), bulk sale tax clearance compliance, and general tax structuring considerations arising from the asset purchase structure.
In addition to the core deal team identified above, additional attorneys may be assigned to the engagement as needed to ensure efficient and comprehensive representation, including specialists in real estate, environmental, employment and employee benefits, finance, and intellectual property matters. The Firm maintains substantial depth in each of these practice areas and will draw upon appropriate resources as the Transaction progresses. The Client will be informed of any material changes to the composition of the core deal team. Time entries for all attorneys and legal professionals working on the matter will be reflected on the Firm's monthly invoices.
The Client's primary day-to-day contacts at the Firm shall be Harrison Wexford and Megan Chu, each of whom may be reached at their respective direct telephone numbers and email addresses as previously provided.
4. Client Contact and Authority
The Firm will take direction from and report to Sandra K. Liu, General Counsel of Crestline, as the Client's primary point of contact for all matters relating to this engagement. The Firm will keep Ms. Liu apprised of material developments, seek instructions on key decisions, and provide regular status updates on the progress of the Transaction. Ms. Liu may designate in writing from time to time such other persons as she deems appropriate to serve as additional authorized contacts for purposes of the engagement.
In addition to Ms. Liu, the Firm is authorized to communicate directly with Thomas R. Garner, Chief Executive Officer, and Priya Mehta, Chief Financial Officer, of Crestline as authorized representatives of the Client for purposes of this engagement, including for the purpose of obtaining business-related information, instructions, and approvals in connection with the Transaction.
The Client acknowledges and understands that all material decisions regarding the Transaction—including, without limitation, the approval and execution of definitive agreements, the determination to proceed with or abandon the Transaction, the acceptance or rejection of material terms proposed by the Target or its advisors, and the authorization to close the Transaction—remain with the Client, acting through its authorized officers and representatives. The Firm will provide legal counsel, recommendations, and analysis to assist the Client in making informed decisions, but the ultimate authority and responsibility for business and legal decisions relating to the Transaction rests with the Client.
5. Fee Arrangements
Basis of Fees. The Firm will charge for legal services rendered in connection with this engagement on an hourly basis at the Firm's standard billing rates then in effect for the attorneys and other legal professionals performing services on the matter. Time is recorded and billed in increments of one-tenth of an hour (six minutes). All services performed by attorneys, paralegals, and other legal professionals on behalf of the Client will be billed at the individual billing rate applicable to the professional performing the work.
Current Hourly Rates (2025). The Firm's current standard hourly billing rates for 2025 are as follows:
Rates vary by individual attorney or legal professional based on seniority, experience, and area of specialization. The specific billing rate for each professional assigned to the matter will be reflected on the Firm's monthly invoices. Upon request, the Firm will provide the Client with a schedule of the current billing rates for each member of the core deal team.
Rate Adjustments. The Firm's standard hourly billing rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. The Client will be notified in advance of any changes to the billing rates applicable to professionals working on this matter. To the extent that the Transaction extends beyond December 31, 2025, the adjusted rates effective as of January 1, 2026 shall apply to services rendered on or after that date.
Estimated Fees. While the Firm is unable to provide a fixed fee for this engagement given the inherent complexity of the Transaction and the variability associated with the negotiation process, due diligence findings, regulatory matters, financing documentation requirements, and other factors that may affect the scope and duration of the Firm's work, the Firm currently estimates that total legal fees for the Transaction will be in the range of $850,000 to $1,200,000, exclusive of disbursements and out-of-pocket expenses. This estimate is based on the following assumptions: (i) the Transaction follows a customary timeline of approximately 90 to 120 days from letter of intent to closing; (ii) the scope and complexity of the due diligence review, negotiations, and regulatory requirements remain consistent with a transaction of this nature and size; (iii) no material litigation, regulatory, or environmental issues arise that require extraordinary attention; and (iv) the financing documentation workstream proceeds in a customary fashion without significant renegotiation of credit facility terms. This estimate is subject to revision based on actual circumstances, and the Firm will endeavor to keep the Client informed of the status of fees and any material changes in the Firm's assessment of the expected fee range as the engagement progresses.
No Fee Cap or Fixed Fee. The estimate set forth above does not constitute a fee cap, a fixed fee, a maximum fee commitment, or a guarantee of the total fees that will be charged in connection with this engagement. The actual fees incurred may be higher or lower than the estimated range depending on the circumstances of the Transaction as they develop. The Client acknowledges that many factors influencing the total cost of the engagement are outside the Firm's control, including the pace of negotiations, the responsiveness of the Target and its advisors, the volume and complexity of due diligence issues, and the requirements of the Client's lenders and insurance providers.
6. Disbursements and Expenses
In addition to professional fees for legal services, the Firm will charge the Client for out-of-pocket disbursements and expenses incurred in connection with the engagement. Such disbursements and expenses include, but are not limited to, the following:
(a) Filing fees and recording costs, including Pennsylvania deed recording fees, realty transfer tax documentation preparation, UCC filing fees, and any governmental or regulatory filing fees;
(b) Messenger, courier, and overnight delivery charges;
(c) Photocopying and document reproduction charges at the Firm's standard internal rates (currently $0.25 per page for black-and-white copies and $0.75 per page for color copies);
(d) Travel expenses, including airfare, ground transportation, lodging, and meals incurred at cost, for travel to Client, Target, or third-party locations (including Akron, Ohio and the Target's facilities in western Pennsylvania) as reasonably necessary in connection with the Transaction;
(e) Online legal research charges (including Westmark Data Systems, Sundial Solutions, and other research databases) at the Firm's standard internal allocation rates;
(f) Long-distance telecommunications charges;
(g) Computerized document review and e-discovery platform costs, including virtual data room access fees and document management technology charges, if applicable; and
(h) Fees for outside services retained by the Firm on behalf of the Client (such as process agents, local counsel, or specialized search firms), subject to the Client's prior written approval for any such engagement with an anticipated cost exceeding $5,000.
The Firm will exercise reasonable judgment in incurring disbursements and will seek to minimize unnecessary expenses. The Firm will not separately engage environmental consultants, accounting or financial diligence advisors, title companies, survey firms, or insurance brokers on behalf of the Client in connection with this Transaction. The Firm understands that those engagements are directly between the Client and the respective service providers, currently understood to include Hargrove Thornton LLP (quality of earnings and financial due diligence), Greenvale Environmental Sciences LLC (environmental site assessments and compliance review), Great Lakes Title & Escrow Inc. (title commitments, surveys, and escrow services), and Greystone Marsh Advisory LLC (representations and warranties insurance brokerage). The Firm will coordinate with such service providers as appropriate in furtherance of the Transaction but will not be responsible for their fees or services.
7. Billing and Payment Terms
The Firm will render monthly invoices to the Client for fees and disbursements incurred during the preceding calendar month. Invoices are due and payable within thirty (30) days of the date of the invoice. All invoices will reference Calderwood & Harkness Matter No. 1006-00006 and will include a detailed summary of services rendered, organized by attorney and legal professional, with a description of work performed, hours expended, and applicable billing rates for each timekeeper, as well as an itemization of disbursements and expenses incurred.
The Firm reserves the right to charge interest at the rate of 1.0% per month (equivalent to 12.0% per annum) on any amounts remaining unpaid more than sixty (60) days after the date of the invoice. The accrual of interest on overdue amounts shall not constitute a waiver of the Firm's right to pursue other remedies for nonpayment.
The Client may request electronic billing in any of the standard legal e-billing formats (including LEDES, Brightmoor Solutions, or other commonly accepted formats), and the Firm will endeavor to comply with the Client's reasonable billing guidelines, provided that such guidelines are communicated to the Firm in writing prior to or promptly following the commencement of the engagement. To the extent the Client's billing guidelines impose requirements that are materially inconsistent with the terms of this Engagement Letter, the terms of this Engagement Letter shall control unless the parties agree in writing to alternative arrangements.
8. Retainer
No advance retainer deposit is required for this engagement. The Firm will commence work upon receipt of the fully executed Engagement Letter and will invoice the Client on a monthly basis as described in Section 7 above.
9. Client Identity and Affiliated Entities
The Client for purposes of this engagement is Crestline Packaging Solutions LLC, and only Crestline Packaging Solutions LLC. The Firm's representation does not extend to any affiliates, subsidiaries, parent entities, members, managers, officers, directors, or equity holders of Crestline, including without limitation Ridgeway Capital Partners Fund III, LP, Ridgeway Capital GP III LLC, or any other entity affiliated with Ridgeway Capital Partners or its principals, unless the Firm expressly agrees in writing to provide such representation.
To the extent the Firm is asked to prepare, review, or negotiate documents on behalf of or for the benefit of Ridgeway Capital Partners Fund III, LP in connection with the Transaction (such as the equity commitment letter, limited guarantee, or related side letters), the Client acknowledges and agrees that such work is performed solely in the Firm's capacity as counsel to Crestline and in furtherance of Crestline's interests in the Transaction. The preparation or review of such documents does not create an attorney-client relationship between the Firm and Ridgeway Capital Partners Fund III, LP, Ridgeway Capital GP III LLC, or any other Ridgeway Capital-affiliated entity, and no such entity shall be deemed a client of the Firm by virtue of the Firm's work on the Transaction. Any Ridgeway Capital-affiliated entity desiring to establish an independent attorney-client relationship with the Firm should contact the Firm to discuss the terms of a separate engagement.
10. Conflicts of Interest and Waiver
The Firm has conducted a conflicts check in accordance with its standard internal procedures based on the information provided by the Client regarding the parties to and advisors involved in the Transaction. Based on the results of that review, the Firm does not believe that its representation of Crestline in connection with the Transaction presents any conflicts of interest requiring disclosure or waiver at this time.
The Client acknowledges, however, that Calderwood & Harkness LLP is a large, multi-practice law firm that represents a significant number of clients across a wide range of industries and matters. The Firm may currently represent, or may in the future undertake to represent, other clients in matters unrelated to this Transaction that may involve one or more of the following parties: Allegheny Valley Packaging, Inc.; Gerald W. Horvath, Patricia A. Horvath, and Michael G. Horvath (shareholders of the Target); Broadmoor Strauss & Kline LLP (counsel to the Target); Veltrano Hargrave & Co. (investment banking advisor to the Target); Pinnacle National Bank, N.A.; Commonwealth Merchant Bank; Heartland Commercial Finance LLC; Atlantic Fiduciary Trust Company; Merchants & Traders Bank; or any other party to, or advisor in connection with, the Transaction. Such representations may involve matters that are wholly unrelated to the Transaction and to the business of Crestline.
By executing this Engagement Letter, the Client consents to the Firm's representation of other clients in matters that are not substantially related to the Transaction, even where such other clients may include parties identified above or other participants in the Transaction. The Firm agrees, however, that it will not represent any party adverse to Crestline in any matter that is substantially related to the Transaction without the Client's prior written consent.
If an actual or potential conflict of interest arises during the course of the engagement that was not identified at the time of the initial conflicts review, the Firm will promptly notify the Client of the nature of the conflict and discuss with the Client appropriate steps to address the situation. Such steps may include, depending on the circumstances, obtaining an additional waiver from the Client and/or the other affected client, implementing an ethical screen or information barrier within the Firm, or, if the conflict cannot be resolved in a manner consistent with the Firm's professional obligations, withdrawing from the engagement.
11. Confidentiality
The Firm will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and other applicable rules of professional conduct governing the attorneys performing services on the matter. All members of the Firm, including attorneys, paralegals, staff, and other personnel, are bound by the Firm's policies and procedures regarding the protection of client confidential information.
The Firm will not disclose confidential Client information to any third party without the Client's prior consent, except as required by law, court order, or applicable rules of professional conduct, or as reasonably necessary in the ordinary course of the representation (including, by way of example and not limitation, disclosures to opposing counsel in the course of negotiations, disclosures in governmental or regulatory filings made on the Client's behalf, or disclosures to the Firm's professional liability insurer in connection with a claim or potential claim relating to the engagement).
The Client hereby authorizes the Firm to share confidential information relating to the Transaction with members of the deal team at Ridgeway Capital Partners, including Julian C. Adler, Managing Partner, and Francesca DiNardo, Vice President, to the extent reasonably necessary for the efficient conduct of the Transaction and as directed by the Client's authorized representatives. This authorization is subject to the limitations on the attorney-client relationship described in Section 9 above, and the sharing of information with Ridgeway Capital personnel pursuant to this authorization shall not be deemed to create an attorney-client relationship between the Firm and any Ridgeway Capital-affiliated entity or to extend the Firm's duties of confidentiality to any such entity.
12. Document Retention
Following the conclusion of the engagement (whether by completion of the Transaction, termination of the engagement, or otherwise), the Firm will retain client files for a period consistent with the Firm's document retention policy, which currently provides for retention of closed matter files for a period of seven (7) years from the date of conclusion of the matter. Upon expiration of the applicable retention period, the Firm may destroy such files, including electronic copies, without further notice to the Client and without liability to the Client for such destruction.
The Client may request the return of original documents in the Firm's possession at any time during or after the engagement. The Firm will comply with such requests within a reasonable period of time. The cost of copying and delivering documents to the Client in connection with any such request shall be borne by the Client.
Work product of the Firm, including internal memoranda, legal research, preliminary drafts, attorney notes, and internal communications, remains the property of the Firm, subject to the Client's right to receive copies of final or near-final documents, memoranda, and opinions prepared for the Client's benefit in connection with the engagement. The Firm's work product is protected by the attorney work product doctrine and, where applicable, by the attorney-client privilege, and the Client agrees not to disclose or waive the protections applicable to such work product without the Firm's prior consent.
13. Limitation of Liability
Except to the extent prohibited by applicable law or rules of professional conduct, the Firm's aggregate liability to the Client arising out of or related to this engagement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of fees actually paid by the Client to the Firm for services rendered in connection with this engagement. This limitation applies to all claims and causes of action of every kind and nature, including claims for breach of fiduciary duty, legal malpractice, negligent misrepresentation, or breach of contract.
The Firm shall not be liable to the Client for any consequential, indirect, incidental, special, exemplary, or punitive damages arising out of or related to this engagement, regardless of whether such damages were foreseeable and regardless of whether the Firm was advised of the possibility of such damages. This limitation shall apply to the fullest extent permitted by applicable law.
Nothing in this Section 13 shall be construed to limit the Firm's liability for its own fraud, willful misconduct, or gross negligence, or to limit any rights or remedies of the Client that cannot be waived or limited under applicable law or rules of professional conduct.
14. Termination of Engagement
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. The Client's right to terminate the engagement is absolute and unconditional. The Firm's right to terminate the engagement is subject to the Firm's professional obligations regarding withdrawal from representation, including compliance with applicable rules of professional conduct and, if applicable, any requirements imposed by a court or tribunal having jurisdiction over the matter.
Upon termination of the engagement by either party, the Client shall remain obligated to pay the Firm for all legal services rendered and all disbursements and expenses incurred through the effective date of termination, in accordance with the terms of this Engagement Letter. The Firm will render a final invoice for such amounts within thirty (30) days following the effective date of termination.
Upon termination, the Firm will take reasonable steps to protect the Client's interests, including providing reasonable advance notice of the Firm's withdrawal (where the Firm initiates termination), making client files and work product available to the Client or successor counsel, and cooperating in the orderly transition of the matter to successor counsel designated by the Client.
The provisions of this Engagement Letter relating to confidentiality (Section 11), document retention (Section 12), limitation of liability (Section 13), conflicts of interest (Section 10), and governing law and jurisdiction (Section 15) shall survive the termination of the engagement.
15. Governing Law
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's engagement by the Client, including any claim for legal malpractice, breach of fiduciary duty, or breach of contract, shall be subject to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City and County of New York, State of New York. Each party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objection to the laying of venue in such courts based on the doctrine of forum non conveniens or any other basis.
16. Entire Agreement and Amendments
This Engagement Letter constitutes the entire agreement between the Client and the Firm with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, relating to the subject matter hereof. No representations, warranties, covenants, or agreements have been made by either party with respect to the engagement other than those expressly set forth in this Engagement Letter.
This Engagement Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by an authorized representative of each of the Client and the Firm. No course of dealing or course of performance shall be deemed to amend or modify the terms of this Engagement Letter.
17. Acceptance and Execution
We respectfully request that the Client confirm its agreement to the terms and conditions of this engagement by having an authorized signatory of Crestline Packaging Solutions LLC execute this Engagement Letter in the space provided below and return a fully executed copy to the attention of Harrison Wexford at Calderwood & Harkness LLP. An executed copy may be returned by hand delivery, overnight courier, email (in PDF format), or U.S. mail.
If the terms set forth in this Engagement Letter are acceptable and accurately reflect the Client's understanding of the engagement, please have Ms. Liu or another duly authorized representative of the Client countersign this letter in the space provided below and return a copy to us at your earliest convenience.
We are grateful for the opportunity to represent Crestline Packaging Solutions LLC in this important transaction, and we look forward to working closely with you, Mr. Garner, Ms. Mehta, and the broader Crestline and Ridgeway Capital teams to bring the Transaction to a successful conclusion. Should you have any questions regarding the terms of this Engagement Letter or any other aspect of the engagement, please do not hesitate to contact Harrison Wexford or Beatrice Holloway directly.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Harrison Wexford
Title: Partner
By: ________
Name: Beatrice Holloway
Title: Partner
AGREED AND ACCEPTED:
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Sandra K. Liu
Title: General Counsel
Date: ________
cc: Thomas R. Garner, Chief Executive Officer, Crestline Packaging Solutions LLC cc: Priya Mehta, Chief Financial Officer, Crestline Packaging Solutions LLC cc: Julian C. Adler, Managing Partner, Ridgeway Capital Partners (courtesy copy, per Client's direction)
Professional Category | Hourly Rate Range
Partners | $1,150 – $1,650
Of Counsel | $950 – $1,250
Associates | $625 – $1,050
Legal Assistants / Paralegals | $350 – $475

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

CRESTLINE PACKAGING SOLUTIONS LLC

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