1006-00001 · Firm's first financing engagement for the Company · Closing

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1251 Avenue of the Americas, 40th Floor New York, NY 10020 Telephone: (212) 506-7200 Facsimile: (212) 506-7201 www.calderwoodharkness.com

April 23, 2021

VIA EMAIL AND Severin Partners LLC OVERNIGHT

Crestline Packaging Solutions LLC 4510 Harshman Road Dayton, OH 45424

Attention: Raymond Cho, Esq., General Counsel

Re: Post-Closing Obligations — Mezzanine Credit Agreement dated as of April 22, 2021, among Crestline Packaging Solutions LLC, as Borrower, and Ironwood Capital Finance LLC, as Lender ($20,000,000 Subordinated Secured Mezzanine Term Loan)

C&H Matter No. 1006-00001

Dear Mr. Cho:

We write in connection with the Mezzanine Credit Agreement dated as of April 22, 2021 (the "Mezzanine Credit Agreement"), among Crestline Packaging Solutions LLC, an Ohio limited liability company ("Crestline" or the "Borrower"), and Ironwood Capital Finance LLC, a Delaware limited liability company (the "Lender" or "Ironwood"), pursuant to which Ironwood agreed to extend a $20,000,000 subordinated secured mezzanine term loan (the "Mezzanine Loan") to Crestline. As you are aware, Calderwood & Harkness LLP ("C&H" or the "Firm") serves as counsel to the Borrower in connection with the Mezzanine Loan transaction. The Mezzanine Credit Agreement was successfully signed and closed on April 22, 2021, and initial funding of the full $20,000,000 Mezzanine Loan occurred today, April 23, 2021, by wire transfer of immediately available funds to Crestline's operating account at Pinnacle Commercial Bank, N.A. We understand that Crestline has confirmed receipt of the funded loan proceeds.

The purpose of this letter is to identify the outstanding post-closing deliverables and obligations of Crestline Packaging Solutions LLC (and, where applicable, its subsidiary, Crestline Coatings Inc.) under the Mezzanine Credit Agreement and the ancillary transaction documents, together with the applicable deadlines for each item. We are providing this letter to ensure that all parties maintain a clear and shared understanding of the remaining items that must be completed and delivered to Ironwood in order to achieve full compliance with the post-closing requirements of the transaction.

As set forth in Section 7.01(b) of the Mezzanine Credit Agreement, the general post-closing deadline by which all post-closing items must be completed and delivered to Ironwood Capital Finance LLC (unless a different deadline is specified for a particular item) is May 7, 2021, which is fifteen (15) calendar days following the Closing Date of April 22, 2021. Certain items, as noted below, are subject to specific deadlines that may differ from the general post-closing deadline.

We wish to emphasize that the timely satisfaction of all post-closing obligations is critical. Pursuant to Section 8.01(f) of the Mezzanine Credit Agreement, the failure to deliver any post-closing item or to satisfy any post-closing obligation by the applicable deadline (after giving effect to any applicable notice and cure periods set forth therein) may constitute an Event of Default under the Mezzanine Credit Agreement. An Event of Default could result in, among other things, acceleration of the outstanding principal and accrued interest under the Mezzanine Loan, enforcement of security interests in the Collateral, and the exercise of other remedies available to Ironwood under the Mezzanine Credit Agreement and applicable law. Accordingly, we urge Crestline to treat the completion of these post-closing items with the highest priority.

Capitalized terms used but not otherwise defined in this letter have the meanings ascribed to them in the Mezzanine Credit Agreement.

POST-CLOSING OBLIGATIONS — SUMMARY TABLE

Set forth below is a summary of the outstanding post-closing deliverables and obligations, together with the responsible party, applicable deadline, and current status of each item as of the date of this letter:

*Note: Although the Mezzanine Credit Agreement's general post-closing deadline is May 7, 2021 (15 calendar days from Closing), the specific mortgage recording provision in Section 7.01(b)(ii) of the Mezzanine Credit Agreement allows 30 calendar days from the Closing Date for the recording of the second-lien mortgage. See Item 2 discussion below for further detail.

DETAILED DISCUSSION OF POST-CLOSING ITEMS

Item 1: UCC-1 Financing Statement Filings

Pursuant to Section 7.01(b)(i) of the Mezzanine Credit Agreement and Section 4.02 of the Security Agreement (Second Lien) dated as of April 22, 2021 (the "Security Agreement"), by and among Crestline Packaging Solutions LLC and Crestline Coatings Inc. (collectively, as "Grantors"), and Ironwood Capital Finance LLC (as "Secured Party"), Calderwood & Harkness LLP is required to prepare and file UCC-1 financing statements with the Ohio Secretary of State to perfect Ironwood's second-priority security interest in the personal property Collateral of each Grantor, as described in the Security Agreement.

Two separate UCC-1 financing statement filings are required:

(a) One UCC-1 financing statement naming Crestline Packaging Solutions LLC as debtor (Ohio limited liability company; Ohio Secretary of State Filing No. 4217835; EIN 31-1784562) and Ironwood Capital Finance LLC as secured party; and

(b) One UCC-1 financing statement naming Crestline Coatings Inc. as debtor (Ohio corporation; Ohio Secretary of State Filing No. 4389201; EIN 31-2093417) and Ironwood Capital Finance LLC as secured party.

Each filing is to be made with the Ohio Secretary of State, which is the proper filing office under the Ohio Uniform Commercial Code (Ohio Rev. Code Chapter 1309) for the perfection of a security interest in the personal property of an Ohio-organized entity. The collateral descriptions in each UCC-1 financing statement will track the collateral description set forth in Schedule I to the Security Agreement, covering all personal property of the applicable Grantor, subject to the carve-outs and exclusions specified therein.

Calderwood & Harkness LLP is responsible for the preparation and filing of both UCC-1 financing statements. Drafts are currently in preparation and will be circulated to Crestline and to Ironwood's counsel, Whitfield & Rao LLP, for review prior to filing. We request that Crestline confirm the accuracy of the organizational information set forth above (including the exact legal name as reflected in the Ohio Secretary of State records, the filing numbers, and the employer identification numbers) at the earliest opportunity, as any discrepancy in the debtor name on a UCC-1 financing statement could render the filing seriously misleading and, therefore, ineffective to perfect the security interest under UCC Section 9-506.

Deadline: The Mezzanine Credit Agreement requires that the UCC-1 financing statements be filed within ten (10) business days of the Closing Date (April 22, 2021). Accordingly, the deadline for this item is May 6, 2021.

Current Status: Pending — drafts in preparation. We anticipate circulating drafts to all parties for review no later than April 28, 2021, and filing promptly thereafter.

Item 2: Second-Lien Mortgage Recording

Pursuant to Section 7.01(b)(ii) of the Mezzanine Credit Agreement and in accordance with the terms of the Second Lien Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Second-Lien Mortgage") executed at closing on April 22, 2021, Calderwood & Harkness LLP is required to record the Second-Lien Mortgage (or, if applicable, a mortgage amendment or supplement) on the Borrower's principal real property located at 4510 Harshman Road, Dayton, OH 45424 (the "Dayton Facility") with the Montgomery County, Ohio Recorder's Office.

The Second-Lien Mortgage grants Ironwood Capital Finance LLC a second-priority mortgage lien on the Dayton Facility, subordinate to the first-priority mortgage lien held by Pinnacle Commercial Bank, N.A. ("Pinnacle") under the Senior Credit Agreement dated September 12, 2019 (the "Senior Credit Agreement"), among Crestline, as borrower, and Pinnacle, as administrative agent and lender. The priority and relative rights of the first-lien and second-lien mortgagees are governed by the Intercreditor Agreement dated as of April 22, 2021, by and among Pinnacle Commercial Bank, N.A., Ironwood Capital Finance LLC, and Crestline Packaging Solutions LLC (the "Intercreditor Agreement").

In order to submit the Second-Lien Mortgage for recording, the recording package must include:

(a) The original fully executed and acknowledged (notarized) Second-Lien Mortgage, in recordable form, including all exhibits and schedules thereto;

(b) A complete and accurate metes-and-bounds legal description of the Dayton Facility, consistent with the legal description set forth in the existing first-lien mortgage recorded in favor of Pinnacle and confirmed by a current ALTA/NSPS survey;

(c) All required recording fees payable to the Montgomery County Recorder's Office (estimated at approximately $56.00 for the first two pages and $4.00 for each additional page, together with any applicable transfer tax or conveyance fee exemption documentation under Ohio Rev. Code Section 319.202);

(d) A Montgomery County real property transfer tax affidavit or exemption statement, as applicable; and

(e) Any additional forms or documentation required by the Montgomery County Recorder's Office for the recording of a mortgage instrument.

Calderwood & Harkness LLP is responsible for the preparation and submission of the recording package. Crestline is requested to provide the following items to our office promptly, to the extent not already delivered: (i) a current ALTA/NSPS survey of the Dayton Facility, (ii) confirmation of the legal description of the Dayton Facility as reflected in the most recent title policy or commitment issued in connection with the first-lien mortgage to Pinnacle, and (iii) a copy of the most recent title commitment or title policy for the Dayton Facility, so that we may confirm the current state of title and any encumbrances of record.

Deadline: The Mezzanine Credit Agreement provides a specific deadline of thirty (30) calendar days from the Closing Date for the recording of the Second-Lien Mortgage. Accordingly, the applicable deadline for this item is May 22, 2021. We note, however, that the general post-closing deadline under the Mezzanine Credit Agreement is May 7, 2021 (15 calendar days from Closing). We recommend confirming with Ironwood and its counsel, Whitfield & Rao LLP (Naveen Rao / Juliana Cortez), whether any earlier deadline is expected or whether Ironwood is comfortable with the 30-calendar-day timeframe set forth in the specific mortgage recording provision. We will coordinate with Whitfield & Rao LLP on this point and advise you of any developments.

Current Status: Pending — the Second-Lien Mortgage instrument was executed and acknowledged at closing on April 22, 2021. The recording package is currently being assembled by our office. We anticipate submitting the Second-Lien Mortgage for recording with the Montgomery County Recorder's Office no later than May 10, 2021, subject to timely receipt of the survey, legal description, and title confirmation materials referenced above.

Item 3: Landlord Consents / Estoppel Certificates (If Applicable)

Section 7.01(b)(iii) of the Mezzanine Credit Agreement requires the delivery of landlord consents or estoppel certificates for any leased premises of Crestline Packaging Solutions LLC or Crestline Coatings Inc. at which Collateral is located or from which the Borrower or any Grantor conducts its business operations.

We understand that the Dayton Facility at 4510 Harshman Road is the principal place of business of Crestline Packaging Solutions LLC and serves as the primary manufacturing and distribution location for the Crestline enterprise. Based on our review of the organizational documents and representations made by Crestline in the Mezzanine Credit Agreement, we understand that the Dayton Facility is owned in fee simple by Crestline. However, if any portion of the Dayton Facility — or any additional locations utilized by Crestline Packaging Solutions LLC or Crestline Coatings Inc. (whether as offices, warehouses, distribution centers, or otherwise) — is occupied pursuant to a lease or sublease arrangement rather than owned, landlord consents acknowledging Ironwood's second-priority security interest in the Collateral located at such leased premises and granting customary access and cure rights will be required.

Such landlord consents should, at a minimum, include:

(a) An acknowledgment by the landlord that Ironwood Capital Finance LLC holds a second-priority security interest in the personal property and fixtures of the applicable Grantor located at the leased premises;

(b) A waiver by the landlord of any lien or claim (including any landlord's lien or distraint rights) on the Collateral, or subordination of such lien or claim to the security interest of Ironwood;

(c) Consent by the landlord to Ironwood's access to the leased premises upon the occurrence and during the continuance of an Event of Default under the Mezzanine Credit Agreement, for the purpose of inspecting, removing, or otherwise exercising remedies with respect to the Collateral; and

(d) Agreement by the landlord to provide Ironwood with notice of any default by the tenant under the lease and a reasonable opportunity (not less than ten (10) business days) to cure such default before the landlord exercises any termination rights under the lease.

Crestline's immediate action is required on this item. We request that Raymond Cho review Crestline's and Crestline Coatings Inc.'s current lease portfolio and advise Calderwood & Harkness LLP, at the earliest possible date, whether any landlord consents or estoppel certificates are required. If consents are required, Crestline should initiate contact with the applicable landlords immediately so that consents can be negotiated, executed, and delivered within the general post-closing deadline.

Responsible Party: Crestline (to identify applicable leases and obtain landlord consents); Calderwood & Harkness LLP to review the forms of landlord consents for compliance with the requirements of the Mezzanine Credit Agreement.

Deadline: May 7, 2021 (general post-closing deadline).

Current Status: Pending — Crestline to confirm whether any landlord consents are required. We await Raymond Cho's guidance on this point.

Item 4: Updated Insurance Certificates

Section 7.01(b)(iv) of the Mezzanine Credit Agreement requires the delivery of updated certificates of insurance for Crestline Packaging Solutions LLC and Crestline Coatings Inc. The certificates must evidence the following:

(a) That Ironwood Capital Finance LLC is named as an additional insured under all applicable liability insurance policies (including commercial general liability, umbrella/excess liability, and any other applicable liability policies);

(b) That Ironwood Capital Finance LLC is named as loss payee (or mortgagee, as applicable with respect to the real property collateral) under all applicable property and casualty insurance policies covering the Collateral, including the Dayton Facility, inventory, equipment, and other insurable personal property assets;

(c) That all coverage amounts, deductibles, and policy terms are consistent with the minimum insurance requirements set forth in Section 6.06 of the Mezzanine Credit Agreement, including, without limitation:

(i) Property insurance in an amount not less than the full replacement cost of the insured Collateral;

(ii) Commercial general liability insurance with a combined single limit of not less than $5,000,000 per occurrence and $10,000,000 in the aggregate;

(iii) Business interruption insurance with coverage for a period of not less than twelve (12) months; and

(iv) Such other insurance as may be customary for companies in the packaging and coatings industry or as may be reasonably required by Ironwood;

(d) That each insurance certificate includes a provision requiring not less than thirty (30) days' prior written notice to Ironwood Capital Finance LLC in the event of cancellation, non-renewal, or material modification of any insurance policy.

The insurance certificates must be issued directly by Crestline's insurance carrier(s) (or by a licensed insurance broker on behalf of such carrier(s)) and delivered to Ironwood Capital Finance LLC at the following address:

Ironwood Capital Finance LLC 600 Lexington Avenue, 22nd Floor New York, NY 10022

Attention: Sarah Yun, Vice President

Responsible Party: Crestline Packaging Solutions LLC. We understand that Patricia Gallagher, CFO of Crestline, is coordinating with Crestline's insurance broker to obtain the updated certificates. Calderwood & Harkness LLP will review the certificates upon receipt for compliance with the contractual requirements set forth in the Mezzanine Credit Agreement before they are transmitted to Ironwood.

Deadline: May 7, 2021 (general post-closing deadline).

Current Status: Pending — Crestline has contacted its insurance broker, and we are advised that the updated certificates are expected to be available within approximately one week of the Closing Date (i.e., by approximately April 29–30, 2021). We request that Ms. Gallagher forward the certificates to our office as soon as they are received so that we may review them promptly.

ADDITIONAL REMINDERS

Delivery of Closing Binders

Upon the completion and delivery of all post-closing items identified above, Calderwood & Harkness LLP will prepare and distribute closing binders to all parties. Closing binders will be provided in electronic format (via secure file-sharing link) and, upon request, in hard copy (bound and tabbed). The closing binders will contain fully executed copies of all transaction documents, including, without limitation, the following:

1. Mezzanine Credit Agreement dated as of April 22, 2021;

2. Mezzanine Promissory Note in the original principal amount of $20,000,000, dated April 22, 2021;

3. Security Agreement (Second Lien) dated as of April 22, 2021;

4. Intercreditor Agreement dated as of April 22, 2021, among Pinnacle Commercial Bank, N.A., Ironwood Capital Finance LLC, and Crestline Packaging Solutions LLC;

5. Pledge Agreement dated as of April 22, 2021, pledging 100% of the membership interests in Crestline Coatings Inc.;

6. Warrant Agreement dated as of April 22, 2021, granting Ironwood the right to purchase equity representing 2.5% of the fully diluted equity of Crestline Packaging Solutions LLC at an exercise price of $1.00 per unit;

7. Second-Lien Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing;

8. Borrower's Counsel Legal Opinion dated April 22, 2021 (delivered by Calderwood & Harkness LLP);

9. Officer's Certificate of Crestline Packaging Solutions LLC dated April 22, 2021;

10. Consent letter from Pinnacle Commercial Bank, N.A. dated March 15, 2021;

11. UCC-1 financing statements (filed copies, when available);

12. Recorded Second-Lien Mortgage (recorded copy, when available); and

13. All ancillary certificates, resolutions, organizational documents, good standing certificates, and other documents executed or delivered in connection with the transaction.

We anticipate distributing the closing binders within ten (10) business days following the completion of all post-closing deliverables and receipt of recorded and filed copies of the applicable instruments.

Notification to Lender's Counsel and First-Lien Agent's Counsel

We remind Crestline that all post-closing deliverables should be provided to Calderwood & Harkness LLP for our review and confirmation of compliance with the applicable contractual requirements prior to delivery to Ironwood and its counsel. Upon our review and approval, we will coordinate the transmission of all post-closing items to the following parties:

Lender's Counsel: Whitfield & Rao LLP 51 West 52nd Street, 34th Floor New York, NY 10019

Attention: Naveen Rao, Partner / Juliana Cortez, Associate

First-Lien Agent's Counsel (to the extent required under the Intercreditor Agreement): Tavrenis & Lennox LLP 200 Superior Avenue, Suite 2600 Cleveland, OH 44114

Attention: Margaret Lennox, Partner

Under the terms of the Intercreditor Agreement, certain post-closing filings and recordings — including the UCC-1 financing statements and the Second-Lien Mortgage — may require notice to or coordination with Pinnacle Commercial Bank, N.A. and its counsel, Tavrenis & Lennox LLP. We will manage the appropriate notifications and deliveries on Crestline's behalf, but we request that Crestline refrain from delivering any post-closing items directly to Ironwood or its counsel without first routing them through our office.

Ongoing Compliance Obligations

In addition to the specific post-closing deliverables described above, we wish to briefly remind Crestline that the Mezzanine Credit Agreement imposes a number of ongoing affirmative covenants and reporting obligations that will apply throughout the term of the Mezzanine Loan. These include, among others:

(a) Periodic Financial Reporting. Delivery of quarterly unaudited financial statements (within 45 days of quarter-end) and annual audited financial statements (within 90 days of fiscal year-end) to Ironwood, together with accompanying management discussion and analysis;

(b) Compliance Certificates. Delivery of quarterly compliance certificates executed by the CFO or other authorized officer of Crestline, certifying compliance with all financial and non-financial covenants, within 45 days of each fiscal quarter-end;

(c) Maintenance of Financial Covenants. Compliance with the following financial covenants, tested quarterly on a trailing twelve-month (TTM) basis:

(i) Total Leverage Ratio not to exceed 4.75x;

(ii) Fixed Charge Coverage Ratio not less than 1.15x; and

(iii) Minimum EBITDA of not less than $12,500,000;

(d) Other Affirmative Covenants. Maintenance of insurance, preservation of corporate existence, compliance with laws, payment of taxes, maintenance of properties, and such other affirmative covenants as set forth in Article VI of the Mezzanine Credit Agreement.

Calderwood & Harkness LLP is available to assist Crestline with covenant compliance analysis, preparation of compliance certificates, and guidance on the ongoing reporting obligations under the Mezzanine Credit Agreement. We recommend that Crestline establish an internal compliance calendar to track all reporting deadlines and covenant testing dates, and we would be pleased to assist in the development of such a calendar upon request.

CONTACT INFORMATION FOR QUESTIONS

Should you have any questions regarding the post-closing items described in this letter, or if you require any assistance in connection with the completion of Crestline's post-closing obligations, please do not hesitate to contact the following members of the Calderwood & Harkness LLP deal team:

Lisa Morrow Lead Associate, Banking & Finance Calderwood & Harkness LLP 1251 Avenue of the Americas, 40th Floor New York, NY 10020 Telephone: (212) 506-7244

Email: lisa.morrow@calderwoodharkness.com

Marcus Leung Working Associate, Banking & Finance Calderwood & Harkness LLP 1251 Avenue of the Americas, 40th Floor New York, NY 10020 Telephone: (212) 506-7318

Email: marcus.leung@calderwoodharkness.com

The supervising partner on this engagement is Philip Hartmann, Responsible Partner, Banking & Finance, who may be reached at (212) 506-7105 or philip.hartmann@calderwoodharkness.com.

CLOSING

We kindly request that you acknowledge receipt of this letter and confirm the status of the items that fall within Crestline's responsibility — in particular, the landlord consent determination (Item 3) and the insurance certificate coordination (Item 4) — at your earliest convenience. Given the compressed timeline for the general post-closing deadline of May 7, 2021, prompt attention to these matters will be essential.

On behalf of the entire Calderwood & Harkness team, we would like to express our sincere thanks for the opportunity to represent Crestline Packaging Solutions LLC in connection with this mezzanine financing transaction. We recognize that this is the Firm's first financing engagement for Crestline, and we are grateful for the confidence that you and the Crestline management team have placed in us. We very much look forward to continuing to support Crestline as the company grows, and we hope to serve as a valued resource for the company's legal needs on an ongoing basis.

Please do not hesitate to reach out if there is anything further we can do to assist.

Very truly yours,