1006-00002 · Crestline Packaging Solutions LLC · Engagement

engagement-letter-cps.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law

30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 554-7000 Facsimile: (212) 554-7001

Cleveland Office: 127 Public Square, Suite 4100 Cleveland, Ohio 44114 Telephone: (216) 861-3200 Facsimile: (216) 861-3201

www.calderwoodharkness.com

June 8, 2022

VIA HAND DELIVERY AND ELECTRONIC MAIL

Mr. Marcus J. Reinholdt Chief Executive Officer Crestline Packaging Solutions LLC 4710 Industrial Corridor Drive Akron, Ohio 44308

cc: Preston Yee, Esq., General Counsel Crestline Packaging Solutions LLC 4710 Industrial Corridor Drive Akron, Ohio 44308

Re: Engagement of Calderwood & Harkness LLP as Debtor's Counsel to Crestline Packaging Solutions LLC and CPS Holdings Inc. in Connection with Prepackaged Chapter 11 Plan of Reorganization

Dear Mr. Reinholdt:

I. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the terms of its engagement by Crestline Packaging Solutions LLC, an Ohio limited liability company ("Crestline" or "CPS"), and CPS Holdings Inc., a Delaware corporation ("CPS Holdings," and together with CPS, the "Company" or the "Clients"), as debtor's counsel in connection with the restructuring matters described herein. This engagement letter (this "Engagement Letter") sets forth the terms and conditions upon which C&H will represent the Company and is intended to formalize the understandings reached between the parties during recent discussions.

This engagement arises in connection with the Company's anticipated filing of a prepackaged plan of reorganization (the "Prepackaged Plan") under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Northern District of Ohio (the "Bankruptcy Court"). The Firm understands that the Company is currently exploring restructuring alternatives to address its ongoing financial difficulties and to position the business for long-term viability.

As background, the Firm is aware of the Company's current financial circumstances, which include, among other things, the breach of the maximum leverage ratio covenant set forth in Section 7.01(a) of the First Lien Credit Agreement, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"), among Crestline Packaging Solutions LLC, as borrower, CPS Holdings Inc., as parent guarantor, the lenders party thereto from time to time, and Ridgeline National Bank, N.A., as administrative agent and collateral agent (the "Administrative Agent"). The Company has advised the Firm that the Administrative Agent delivered a Notice of Default pursuant to Section 8.01 of the First Lien Credit Agreement on April 22, 2022, and that the Company, the Administrative Agent, and the requisite lenders subsequently entered into a Forbearance Agreement, dated as of May 18, 2022 (the "Forbearance Agreement"), pursuant to which the lenders agreed to forbear from exercising certain remedies under the First Lien Credit Agreement through and including July 31, 2022, subject to the terms and conditions set forth therein. The Firm further understands that the Forbearance Agreement contemplates that the Company will use the forbearance period to negotiate and execute a restructuring support agreement with its principal creditor constituencies and to prepare for a Chapter 11 filing.

This Engagement Letter supersedes all prior oral understandings, discussions, and preliminary arrangements regarding the engagement of C&H by the Company with respect to the subject matter hereof. The terms and conditions set forth herein shall govern the relationship between the Firm and the Company throughout the duration of this engagement, subject to the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and the Local Rules of the United States Bankruptcy Court for the Northern District of Ohio (the "Local Rules").

II. Scope of Representation

The Firm's representation of the Company in connection with this engagement shall encompass the following matters, as more particularly described below:

(a) Pre-Filing Advisory Services. C&H will provide comprehensive advisory services to the Company in the pre-filing period, including without limitation: (i) analysis and evaluation of restructuring alternatives available to the Company, including an out-of-court amendment and extension of the Company's existing indebtedness, a prepackaged Chapter 11 plan of reorganization, a prearranged Chapter 11 plan of reorganization, and a traditional (or "freefall") Chapter 11 filing; (ii) advice regarding the legal, structural, and procedural implications of each alternative; (iii) negotiation of a restructuring support agreement (the "RSA") with the Company's key stakeholders, including, without limitation, the ad hoc group of lenders holding claims under the First Lien Credit Agreement (the "Ad Hoc Group of First Lien Lenders") and the ad hoc group of holders of the Company's 9.50% Senior Secured Second Lien Notes due 2024 (the "Ad Hoc Group of Second Lien Noteholders"); (iv) preparation of term sheets, outlines, and related documentation to facilitate stakeholder negotiations; and (v) general preparation for the commencement of Chapter 11 cases, including coordination with the Company's other retained professionals.

(b) Filing of Voluntary Petitions. C&H will prepare and file voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on behalf of Crestline Packaging Solutions LLC and CPS Holdings Inc. in the Bankruptcy Court, together with all schedules, statements, and lists required by the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, including the schedules of assets and liabilities, the statement of financial affairs, and the list of creditors holding the twenty largest unsecured claims (collectively, the "Petition Day Documents").

(c) First Day Motions and Related Relief. C&H will prepare, file, and prosecute all first day motions, applications, and related pleadings necessary to stabilize the Company's business operations and preserve the value of the estate during the initial stages of the Chapter 11 cases (collectively, the "First Day Motions"). The anticipated First Day Motions include, without limitation: (i) a motion for joint administration of the Chapter 11 cases of Crestline Packaging Solutions LLC and CPS Holdings Inc. pursuant to Bankruptcy Rule 1015(b); (ii) an application for the retention and approval of a claims and noticing agent pursuant to 28 U.S.C. § 156(c); (iii) a motion authorizing the payment of pre-petition claims of critical vendors and essential trade creditors; (iv) a motion authorizing the payment of pre-petition employee wages, salaries, benefits, and related obligations; (v) motions relating to the maintenance of existing cash management systems, bank accounts, and business forms; (vi) motions for authority to pay pre-petition taxes and governmental obligations; and (vii) such other first day motions as may be determined to be necessary or appropriate in consultation with the Company and its other professional advisors.

(d) DIP Financing. C&H will assist the Company in the negotiation, documentation, and procurement of Bankruptcy Court approval of debtor-in-possession financing arrangements (the "DIP Financing"), including the preparation of the DIP credit agreement, the DIP financing motion, proposed interim and final orders approving the DIP Financing, and all related documentation. The Firm will also advise the Company with respect to adequate protection obligations to pre-petition secured lenders in connection with the DIP Financing and the use of cash collateral.

(e) Disclosure Statement and Prepackaged Plan. C&H will prepare, file, and prosecute the approval of a disclosure statement (the "Disclosure Statement") pursuant to 11 U.S.C. § 1125 and the Prepackaged Plan of Reorganization pursuant to 11 U.S.C. § 1129. The Firm's services in this regard will include: (i) drafting the Disclosure Statement and the Prepackaged Plan, including all exhibits and supplements thereto; (ii) preparing solicitation procedures and related materials; (iii) advising the Company with respect to pre-petition solicitation of votes on the Prepackaged Plan in compliance with Section 1126(b) of the Bankruptcy Code and applicable securities laws; (iv) coordinating vote tabulation with the claims and noticing agent; (v) preparing the solicitation and voting certification; and (vi) preparing all documents, declarations, and briefs necessary for the Bankruptcy Court's approval of the Disclosure Statement and confirmation of the Prepackaged Plan.

(f) Confirmation Hearing. C&H will prosecute the hearing on confirmation of the Prepackaged Plan before the Bankruptcy Court, including the preparation and presentation of witness testimony, documentary evidence, and legal memoranda in support of confirmation, and will respond to any objections to confirmation filed by parties in interest.

(g) Post-Confirmation Matters. C&H will advise and represent the Company with respect to post-confirmation matters, including without limitation: (i) satisfaction of all conditions precedent to the occurrence of the effective date of the Prepackaged Plan (the "Effective Date"); (ii) negotiation and documentation of exit financing arrangements; (iii) preparation and filing of motions seeking entry of a final decree closing the Chapter 11 cases; (iv) preparation of post-confirmation status reports and compliance filings; and (v) resolution of any disputes or contested matters arising after confirmation that relate to the implementation of the Prepackaged Plan.

(h) Professional Retention and Fee Applications. C&H will prepare and file all applications for the retention of professionals employed by the Company in the Chapter 11 cases, including the Firm's own application for retention as debtor's counsel pursuant to 11 U.S.C. § 327(a), together with the declaration of the responsible partner and the verified statement required by Bankruptcy Rule 2014. The Firm will also prepare and file interim and final applications for the allowance of compensation and reimbursement of expenses pursuant to 11 U.S.C. §§ 330 and 331, in accordance with the guidelines established by the Office of the United States Trustee for Region 9 and any applicable orders of the Bankruptcy Court governing professional fee procedures in the Chapter 11 cases.

(i) Contested Matters, Adversary Proceedings, and Litigation. C&H will provide general representation to the Company in connection with all contested matters, adversary proceedings, or other litigation that may arise in or relate to the Chapter 11 cases, as may be agreed upon by the Firm and the Company. This includes, without limitation, the defense or prosecution of motions for relief from the automatic stay, objections to claims, preference and fraudulent transfer actions, and disputes with creditors, equity holders, or other parties in interest. The scope of any specific litigation matter will be determined by mutual agreement of the Firm and the Company, and the Firm reserves the right to negotiate separate fee arrangements for significant litigation matters that fall outside the ordinary course of the Chapter 11 cases.

Exclusions from Scope. Notwithstanding the foregoing, the scope of C&H's engagement does not include the following:

(i) representation of the Company in any non-bankruptcy litigation matters that are unrelated to the Chapter 11 cases, including any pending or future lawsuits, arbitrations, or regulatory proceedings that do not arise in or relate to the restructuring;

(ii) tax advisory services, including federal, state, and local tax planning, compliance, and reporting in connection with the restructuring, which services will be provided by Dralvecen Reyes Linley CPAs LLP & Associates LLP; and

(iii) investment banking, financial advisory, and valuation services, which will be provided by Aldersgate Advisory Group LLC.

The Firm will coordinate with Kellner & Hartwick LLP ("K&H"), which has been retained as local co-counsel for the Company in the Northern District of Ohio, for all matters requiring or benefiting from the involvement of local counsel admitted to practice before the Bankruptcy Court. The respective roles and responsibilities of C&H and K&H will be coordinated to ensure the efficient and effective administration of the Chapter 11 cases and to minimize unnecessary duplication of effort.

III. Engagement Team and Billing Rates

A. Engagement Team

The Firm has assembled a team of experienced restructuring professionals to staff this engagement. The core engagement team is comprised of the following attorneys:

Colette Whitman — Partner, Bankruptcy & Restructuring Group. Ms. Whitman will serve as the responsible partner for this engagement and will have overall management and supervisory responsibility for all aspects of the representation. Ms. Whitman has more than twenty-five years of experience representing debtors, creditors, and other parties in interest in complex Chapter 11 cases, out-of-court restructurings, and distressed acquisitions.

Nathaniel Bower — Partner, Bankruptcy & Restructuring Group. Mr. Bower will serve as the billing partner for this engagement and will be responsible for the primary billing relationship with the Company as well as day-to-day partner involvement in the case. Mr. Bower has extensive experience in prepackaged and prearranged Chapter 11 cases and in the negotiation of restructuring support agreements and debtor-in-possession financing facilities.

Gabrielle Moss — Associate, Bankruptcy & Restructuring Group. Ms. Moss will serve as the lead associate on this engagement and will be principally responsible for drafting, coordinating, and managing the preparation of all major filings and transactional documents, including the Prepackaged Plan, the Disclosure Statement, and the DIP Financing documentation.

Amy Chesterton — Associate, Bankruptcy & Restructuring Group. Ms. Chesterton will serve as a supporting associate on this engagement and will assist with research, drafting, and the preparation of first day motions, retention applications, and other filings as directed by the senior members of the engagement team.

Additional attorneys, paralegals, and support staff may be assigned to this engagement from time to time as the needs of the representation require. The Company will be provided with prior notice of any such additional assignments, including the identity and billing rate of the assigned professional.

B. Current Hourly Billing Rates (2022)

The following table sets forth the current standard hourly billing rates for the core members of the engagement team:

Rates for any additional attorneys assigned to this matter will be at their then-current standard hourly billing rates, which will be communicated to the Company upon assignment. Current paralegal rates range from $350.00 to $475.00 per hour, depending on the seniority and experience of the paralegal.

The Firm's standard hourly billing rates are subject to annual adjustment, which typically takes effect as of January 1 of each calendar year. The Company will be notified in writing of any changes to the hourly billing rates applicable to this engagement in advance of such changes taking effect. The rates set forth above reflect the Firm's standard rates as of the date of this Engagement Letter and do not reflect any discount or alternative fee arrangement.

All professional time is recorded in increments of one-tenth (0.1) of an hour. Time entries will include a description of the services performed, the identity of the timekeeper, the date of service, and the amount of time expended.

IV. Retainer

Upon execution of this Engagement Letter, the Company shall pay to C&H a retainer in the amount of Five Hundred Thousand Dollars ($500,000.00) (the "Retainer"). The Retainer shall be delivered to C&H by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Enclosure 2 attached hereto. The Retainer is expected to be received by C&H no later than June 10, 2022.

The Retainer shall be deposited and held in C&H's client trust account maintained at Greaves Bancorp in accordance with the applicable rules governing attorney trust accounts in the State of New York. The Retainer shall be applied against fees and expenses incurred by C&H in connection with this engagement as such fees and expenses are earned and incurred. Any application of the Retainer against outstanding fees and expenses will be reflected on the monthly billing statements provided to the Company, with a clear accounting of the Retainer balance remaining after each such application.

The Retainer, or any unapplied portion thereof, is refundable to the Company to the extent not applied against fees and expenses properly charged under this Engagement Letter. In the event that this engagement is terminated or concluded with an unapplied Retainer balance, C&H will promptly return the unapplied balance to the Company, less any amounts then owed for fees and expenses that have been earned or incurred but not yet billed.

The Firm reserves the right to request that the Company replenish the Retainer in the event that the balance of the Retainer falls below One Hundred Thousand Dollars ($100,000.00). Any such replenishment request will be made in writing, and the Company shall use reasonable efforts to fund such replenishment within ten (10) business days of receipt of the request. The Company's obligation to replenish the Retainer is subject to the limitations imposed by the Bankruptcy Code and any orders of the Bankruptcy Court upon the commencement of the Chapter 11 cases.

The Company acknowledges that the receipt and holding of the Retainer prior to the petition date is intended to ensure that C&H is not required to commence the Chapter 11 cases as a creditor of the estate for pre-petition services, consistent with the requirements of applicable law and the guidance of the United States Trustee.

V. Billing and Payment Terms

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

Each invoice will contain reasonably detailed descriptions of the services rendered and expenses incurred during the applicable billing period, including the identity of the timekeeper, the date of service, a narrative description of the work performed, and the time expended for each entry. The level of detail provided in C&H's invoices will be consistent with the requirements of the guidelines established by the Office of the United States Trustee for reviewing applications for compensation and reimbursement of expenses filed pursuant to 28 U.S.C. § 586(a)(3)(A) and 11 U.S.C. §§ 330 and 331 (the "U.S. Trustee Guidelines").

Payment of invoices is due within thirty (30) days of receipt by the Company. The Company reserves the right to dispute any charge set forth in an invoice in good faith, provided that the Company shall promptly notify C&H in writing of any disputed charge and shall pay all undisputed amounts in accordance with the foregoing payment terms. The parties agree to work in good faith to resolve any billing disputes in a timely manner.

The Company acknowledges and agrees that, upon the filing of the voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the "Petition Date"), C&H's entitlement to compensation for post-petition services and reimbursement of post-petition expenses will be subject to the approval of the Bankruptcy Court pursuant to 11 U.S.C. §§ 327, 328, 330, and 331, and will be governed by the applicable fee guidelines and procedures established by the Office of the United States Trustee for Region 9, the Northern District of Ohio, and any orders of the Bankruptcy Court governing the payment of professional fees in the Chapter 11 cases. C&H will comply with all such guidelines, procedures, and orders in connection with its applications for compensation and reimbursement of expenses. Nothing in this Engagement Letter shall be construed to modify or limit the Bankruptcy Court's authority to determine the reasonableness of fees and expenses sought by C&H in any fee application.

VI. Expenses and Disbursements

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

Categories of reimbursable expenses include, without limitation, the following:

• Travel expenses, including airfare (coach class for flights of less than four hours; business class for flights of four hours or more), ground transportation (taxi, car service, or rental car), hotel accommodations, and reasonable meal expenses incurred in connection with travel to Cleveland, Akron, or other locations necessary for the conduct of the engagement;

• Court filing fees and charges assessed by the Bankruptcy Court or any other court in which proceedings related to the Chapter 11 cases are pending;

• Document reproduction, printing, and copying charges, including charges for the preparation and assembly of court filings, exhibits, and plan solicitation materials;

• Messenger and delivery services, including overnight courier charges (e.g., Severin Partners LLC, UPS);

• Long-distance telephone charges, teleconference and videoconference charges, and related communications expenses;

• Charges for computerized legal research, including Westmark Data Systems, Sundial Solutions, PACER, and similar databases;

• Fees and expenses of outside experts or consultants retained by C&H in connection with the engagement, provided that the retention of any such expert or consultant and the estimated fees therefor shall be approved in advance by the Company; and

• Such other reasonable expenses as are customarily incurred in connection with complex Chapter 11 restructurings.

Any single expense item in excess of Five Thousand Dollars ($5,000.00) will require the prior written approval of the Company's General Counsel, Preston Yee, before the expense is incurred. C&H will use commercially reasonable efforts to provide the Company with advance notice of material anticipated expenses to the extent practicable.

All expenses will be itemized and reflected on C&H's monthly billing statements in accordance with the U.S. Trustee Guidelines.

VII. Court Approval of Retention and Compensation

The Company acknowledges that the retention of C&H as debtor's counsel in the Chapter 11 cases is subject to approval by the Bankruptcy Court pursuant to 11 U.S.C. § 327(a). Section 327(a) of the Bankruptcy Code provides that a debtor in possession may employ an attorney that does not hold or represent an interest adverse to the estate and that is a "disinterested person" within the meaning of 11 U.S.C. § 101(14), subject to court approval.

Promptly following the Petition Date, C&H will file an application (the "Retention Application") seeking entry of an order of the Bankruptcy Court approving the retention of C&H as debtor's counsel for the Company, nunc pro tunc to the Petition Date. The Retention Application will be accompanied by: (i) a declaration of Colette Whitman, in her capacity as the responsible partner for this engagement, setting forth the nature of the services to be rendered, the qualifications of the professionals to be assigned to the matter, and the terms of the engagement; and (ii) a verified statement pursuant to Federal Rule of Bankruptcy Procedure 2014 (the "Rule 2014 Statement") disclosing all of C&H's connections with the Company, its creditors, equity holders, and other parties in interest in the Chapter 11 cases, as required by applicable law.

C&H represents that, to the best of its knowledge following a reasonable inquiry, the Firm is a "disinterested person" as defined in 11 U.S.C. § 101(14) and does not hold or represent an interest adverse to the estates of Crestline Packaging Solutions LLC or CPS Holdings Inc. The Firm's connections with the parties in interest known at this time will be fully disclosed in the Rule 2014 Statement. The Firm will supplement the Rule 2014 Statement as necessary during the pendency of the Chapter 11 cases to reflect any additional connections that come to the Firm's attention.

C&H will file interim and final applications for the allowance of compensation and reimbursement of expenses (collectively, "Fee Applications") in accordance with the requirements of 11 U.S.C. §§ 330 and 331, the U.S. Trustee Guidelines, and any applicable orders of the Bankruptcy Court establishing procedures for the payment of professional fees (including any interim compensation procedures order). The Company agrees to support the allowance of C&H's reasonable fees and expenses as set forth in such Fee Applications, to the extent consistent with the terms of this Engagement Letter.

Any fees or expenses that are disallowed by the Bankruptcy Court in connection with any Fee Application shall be borne by C&H, and the Company shall have no obligation to pay such disallowed amounts. The Firm acknowledges that the Bankruptcy Court retains ultimate authority over the allowance of professional compensation in the Chapter 11 cases, and nothing in this Engagement Letter shall be construed to limit or modify the Bankruptcy Court's discretion in reviewing and acting upon C&H's Fee Applications.

VIII. Conflicts of Interest

C&H has conducted a comprehensive conflicts check with respect to the parties in interest known to the Firm at this time in connection with this engagement. The parties against whom C&H has conducted its conflicts review include, without limitation, the following:

• Crestline Packaging Solutions LLC and its current and former officers and directors;

• CPS Holdings Inc. and its current and former officers and directors;

• Thornfield Capital Partners LP, the majority equity holder of CPS Holdings Inc.;

• Ridgeline National Bank, N.A., as Administrative Agent and Collateral Agent under the First Lien Credit Agreement;

• Members of the Ad Hoc Group of First Lien Lenders, including Blackmoor Capital Management LLC, Greystone Fixed Income Partners LP, and Wexford Opportunity Fund III LP;

• Members of the Ad Hoc Group of Second Lien Noteholders, including Fenwick Structured Credit Fund II LP and Millhaven Capital Advisors LLC;

• Continental Fiduciary Trust Company, as Indenture Trustee under the Indenture governing the Second Lien Notes;

• Hargrove, Mitchell & Saunders LLP, counsel to the Ad Hoc Group of First Lien Lenders;

• Pemberton & Locke LLP, counsel to the Ad Hoc Group of Second Lien Noteholders; and

• Such other parties as have been identified by the Company and its advisors as significant creditors or stakeholders.

Based on C&H's review to date, no disqualifying conflicts of interest have been identified that would prevent C&H from serving as debtor's counsel to the Company in the Chapter 11 cases. The detailed results of the Firm's conflicts analysis will be set forth in the Rule 2014 Statement to be filed with the Bankruptcy Court in connection with the Retention Application, and the Firm will provide full and transparent disclosure of all connections as required by applicable law.

C&H will promptly notify the Company if any actual or potential conflict of interest arises during the course of this engagement, whether as a result of a change in circumstances, the identification of previously unknown parties in interest, or any other development. In the event that an actual or potential conflict is identified, C&H will take appropriate steps to address the conflict, which may include, without limitation: (i) obtaining the informed written consent of all affected parties, to the extent permitted by applicable rules of professional conduct; (ii) implementing ethical screens or other protective measures within the Firm; or (iii) if necessary, withdrawing from the representation in whole or in part, subject to the approval of the Bankruptcy Court.

The Company acknowledges that C&H is a large, multi-practice law firm that represents numerous clients across a wide range of industries and matters. It is possible that C&H currently represents or may in the future represent parties that have interests adverse to the Company in matters unrelated to this engagement. C&H does not believe that any such representations give rise to a disqualifying conflict, but the Firm will disclose all such relationships as required by the Bankruptcy Rules and applicable ethical rules.

IX. Coordination with Other Professionals

C&H recognizes the importance of effective coordination among the Company's professional advisors in connection with the restructuring. The Firm will work closely and collaboratively with the Company's other retained professionals, including the following:

Kellner & Hartwick LLP — Local co-counsel for the Company in the United States Bankruptcy Court for the Northern District of Ohio. Lead partner: Bruce Tatelman. Address: 600 Superior Avenue East, Suite 1800, Cleveland, Ohio 44114. K&H will serve as local counsel and will be responsible for matters requiring familiarity with the practices and procedures of the Bankruptcy Court in the Northern District of Ohio, including attendance at hearings, compliance with Local Rules, and coordination with the Clerk of Court and chambers. C&H and K&H will coordinate their respective efforts to ensure efficient case management and to avoid unnecessary duplication of professional services.

Aldersgate Advisory Group LLC — Financial advisor and investment banker to the Company. Lead managing director: Priya Narayanan. Address: 280 Park Avenue, 12th Floor, New York, New York 10017. Aldersgate will provide financial advisory, valuation, and investment banking services in connection with the restructuring, including analysis of the Company's business plan and financial projections, evaluation of restructuring alternatives, assistance with negotiations with creditors, and support for the preparation of the Disclosure Statement and the Prepackaged Plan.

Dralvecen Reyes Linley CPAs LLP & Associates LLP — Tax and accounting advisor to the Company. Lead partner: Catherine Holtz. Address: 191 North Wacker Drive, Suite 2300, Chicago, Illinois 60606. Dralvecen Reyes Linley CPAs LLP will provide tax advisory services in connection with the restructuring, including analysis of the federal, state, and local tax implications of the Prepackaged Plan, advice regarding cancellation of indebtedness income, and preparation of tax-related disclosures for inclusion in the Disclosure Statement.

Pinnacle Claims Administration LLC — Anticipated claims and noticing agent for the Chapter 11 cases. Address: 1010 Dale Street North, St. Paul, Minnesota 55117. Pinnacle will be retained, subject to Bankruptcy Court approval, to serve as the claims and noticing agent in the Chapter 11 cases, responsible for the processing and tabulation of proofs of claim, the distribution of notices and solicitation materials, and the tabulation of votes on the Prepackaged Plan.

The Company will facilitate open communication among its professional advisors and will authorize the sharing of confidential information among such advisors as necessary for the efficient and effective conduct of the restructuring. C&H expects to participate in regular case management calls and meetings with the Company's other advisors, and will coordinate with such advisors on all significant filings, negotiations, and strategic decisions.

X. Confidentiality

C&H will maintain the confidentiality of all non-public information received from or on behalf of the Company in connection with this engagement, including without limitation financial data, business plans, trade secrets, customer and supplier information, employee information, and all other proprietary or sensitive information (collectively, "Confidential Information"). The Firm will not disclose Confidential Information to any third party except as authorized by the Company, required by law or court order, or necessary to fulfill the Firm's professional obligations.

The Company acknowledges that certain information provided to C&H during the course of this engagement may need to be disclosed in filings with the Bankruptcy Court or other courts, governmental agencies, or regulatory bodies, including without limitation the Disclosure Statement, the Prepackaged Plan, schedules of assets and liabilities, the statement of financial affairs, first day declarations, and other supporting declarations and exhibits. C&H will consult with the Company regarding the nature and extent of any such disclosures prior to filing to the extent practicable, and will seek appropriate protective orders or other relief where warranted to protect sensitive commercial or personal information.

All attorney-client privileged communications between C&H and the Company will be maintained in confidence in accordance with applicable law, including the attorney-client privilege, the work product doctrine, and any other applicable evidentiary privileges. The Company understands that the assertion and protection of applicable privileges is a matter of significant importance in the context of Chapter 11 proceedings, and C&H will advise the Company regarding the preservation and assertion of such privileges throughout the engagement.

XI. Document Preservation

The Company agrees to implement and maintain reasonable document preservation protocols with respect to all documents and electronically stored information ("ESI") that are or may be potentially relevant to the Chapter 11 cases, including without limitation: financial records; board of directors and board committee meeting minutes, agendas, and materials; correspondence with creditors, lenders, investors, and other stakeholders; internal memoranda and analyses relating to the Company's financial condition and restructuring alternatives; communications relating to the events leading to the default under the First Lien Credit Agreement, the delivery of the Notice of Default, and the negotiation and execution of the Forbearance Agreement; and any other documents that may be relevant to the administration of the Chapter 11 cases, including contested matters or adversary proceedings.

C&H will provide the Company with guidance on the scope and implementation of appropriate document preservation and litigation hold protocols, including the identification of key custodians, the preservation of electronic communications and data, and the suspension of any routine document destruction or data retention policies that might otherwise result in the loss of potentially relevant materials. The Company agrees to cooperate fully with C&H's recommendations regarding document preservation and to promptly notify C&H of any issues or concerns that arise in connection with its preservation obligations.

XII. Termination

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

(a) To the extent that the Chapter 11 cases have been commenced prior to the effective date of any termination, any withdrawal by C&H as debtor's counsel shall be subject to the approval of the Bankruptcy Court, and C&H will continue to serve as debtor's counsel until such time as the Bankruptcy Court enters an order authorizing C&H's withdrawal.

(b) Upon termination, C&H will be entitled to payment for all professional fees earned and expenses incurred through the effective date of termination, subject to Bankruptcy Court approval to the extent required by the Bankruptcy Code. The Company's obligation to pay such fees and expenses shall survive the termination of this engagement.

(c) C&H's obligations with respect to the confidentiality of the Company's information, as set forth in Section X above, shall survive the termination of this engagement and shall continue in full force and effect indefinitely.

(d) Upon termination, C&H will take all reasonable steps to protect the Company's interests and to facilitate an orderly transition of the representation to successor counsel, including the prompt delivery of the Company's files and documents (subject to C&H's right to retain copies for its own records and to comply with applicable record retention requirements).

Notwithstanding the foregoing, C&H may withdraw from this engagement at any time, without regard to the thirty-day notice period, if continued representation would result in a violation of the New York Rules of Professional Conduct, the applicable rules of professional conduct governing the practice of law before the Bankruptcy Court, or any other applicable rules of professional conduct. In such event, C&H will provide the Company with prompt written notice of the basis for its withdrawal to the extent permitted by applicable ethical rules, and will seek Bankruptcy Court approval of its withdrawal as required by law.

XIII. Limitation of Liability

C&H's aggregate liability to the Company arising out of or relating to this engagement, whether based in contract, tort, negligence, strict liability, or any other theory of liability, shall not exceed the aggregate amount of professional fees actually paid to C&H by the Company under this Engagement Letter, except in cases of willful misconduct or gross negligence on the part of the Firm. This limitation of liability applies to all claims, losses, damages, costs, and expenses of any kind arising from or related to the services provided under this Engagement Letter.

The Company agrees that C&H shall not be liable for any consequential, incidental, indirect, special, or punitive damages arising from or relating to this engagement, including without limitation lost profits, loss of business opportunity, or diminution in value, regardless of whether such damages were foreseeable or whether C&H was advised of the possibility of such damages.

Nothing in this Section XIII shall be construed to limit or waive any rights or remedies available to the Company under applicable law with respect to claims of willful misconduct or gross negligence by C&H.

XIV. Governing Law and Dispute Resolution

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The parties agree that New York law shall apply to all matters of interpretation, construction, validity, and performance of this Engagement Letter.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or invalidity thereof, that is not resolved by the parties through informal negotiation within thirty (30) days after written notice of such dispute, shall be submitted to final and binding arbitration in New York, New York, administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator who shall be a retired judge or an attorney with at least twenty (20) years of experience in the practice of law. The arbitrator's award shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that an award of costs and fees to the prevailing party is warranted.

Notwithstanding the foregoing, during the pendency of the Chapter 11 cases, any dispute relating to C&H's entitlement to fees and expenses, or the reasonableness thereof, shall be resolved exclusively by the Bankruptcy Court, and neither party shall submit any such dispute to arbitration. The Bankruptcy Court shall have exclusive jurisdiction over all matters relating to the allowance of C&H's compensation and reimbursement of expenses pursuant to 11 U.S.C. §§ 330 and 331.

XV. Miscellaneous Provisions

Entire Agreement. This Engagement Letter, together with any enclosures or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, understandings, and agreements, whether written or oral, relating to the engagement of C&H as debtor's counsel to the Company. No prior or contemporaneous communication, whether oral or written, shall be deemed to be part of this Engagement Letter unless expressly incorporated herein by reference.

Amendments. This Engagement Letter may not be amended, modified, or supplemented except by a written instrument duly executed by an authorized representative of each of C&H and the Company.

Counterparts. This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by facsimile or electronic transmission (including by .pdf) shall be deemed to be, and shall have the same force and effect as, an original signature.

Severability. If any provision of this Engagement Letter is determined by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable in any respect, such determination shall not affect the validity, legality, or enforceability of any other provision hereof, and the remaining provisions of this Engagement Letter shall continue in full force and effect. In such event, the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the original provision.

Notices. All notices, requests, demands, and other communications required or permitted under this Engagement Letter shall be in writing and shall be deemed duly given when (a) delivered in person, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) transmitted by electronic mail (with confirmation of receipt), in each case addressed to the parties at the addresses set forth in the preamble to this Engagement Letter, or to such other address as a party may designate in writing from time to time. Notices to C&H shall be directed to the attention of Colette Whitman. Notices to the Company shall be directed to the attention of Preston Yee, General Counsel.

Binding Effect. This Engagement Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign this Engagement Letter or any of its rights or obligations hereunder without the prior written consent of the other party, except that C&H may assign this Engagement Letter to any successor entity resulting from a merger, reorganization, or other business combination involving the Firm.

Standard Terms of Engagement. The Firm's Standard Terms of Engagement, a copy of which is attached hereto as Enclosure 1, are incorporated by reference into this Engagement Letter and shall apply to the engagement to the extent not inconsistent with the express terms set forth herein. In the event of any conflict between the terms of this Engagement Letter and the Standard Terms of Engagement, the terms of this Engagement Letter shall control.

XVI. Acceptance and Signature block

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

We look forward to working with you and the entire Crestline team during this important process. Please do not hesitate to contact me or Nathaniel Bower at any time with questions or concerns.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Colette Whitman

Title: Partner, Bankruptcy & Restructuring Group

Date: ________

ACCEPTANCE AND ACKNOWLEDGMENT

The undersigned, by their execution of this Engagement Letter, hereby accept and agree to the terms and conditions set forth herein and authorize Calderwood & Harkness LLP to proceed with the engagement described in this Engagement Letter.

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Marcus J. Reinholdt

Title: Chief Executive Officer

Date: ________

CPS HOLDINGS INC.

By: ________

Name: Marcus J. Reinholdt

Title: Authorized Signatory

Date: ________

ACKNOWLEDGED

The undersigned, in his capacity as General Counsel of Crestline Packaging Solutions LLC, acknowledges receipt and review of this Engagement Letter and confirms that its terms are consistent with the Company's understanding of the engagement.

ACKNOWLEDGED:

By: ________

Name: Preston Yee

Title: General Counsel, Crestline Packaging Solutions LLC

Date: ________

ENCLOSURES

The following enclosures are attached to and form a part of this Engagement Letter:

Enclosure 1: Calderwood & Harkness LLP Standard Terms of Engagement (incorporated by reference herein)

Enclosure 2: Wire Transfer Instructions for Retainer Payment of $500,000.00

This Engagement Letter and all enclosures hereto contain information that is privileged, confidential, and/or subject to the attorney-client privilege and the work product doctrine. This document is intended solely for the use of the addressee(s) and authorized recipients identified herein. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this document in error, please notify Calderwood & Harkness LLP immediately and destroy all copies.

Timekeeper	Title	Hourly Rate
Colette Whitman	Partner	$1,575.00
Nathaniel Bower	Partner	$1,475.00
Gabrielle Moss	Associate	$895.00
Amy Chesterton	Associate	$725.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 554-7000 Facsimile: (212) 554-7001
Cleveland Office: 127 Public Square, Suite 4100 Cleveland, Ohio 44114 Telephone: (216) 861-3200 Facsimile: (216) 861-3201
www.calderwoodharkness.com
June 8, 2022
VIA HAND DELIVERY AND ELECTRONIC MAIL
Mr. Marcus J. Reinholdt Chief Executive Officer Crestline Packaging Solutions LLC 4710 Industrial Corridor Drive Akron, Ohio 44308
cc: Preston Yee, Esq., General Counsel Crestline Packaging Solutions LLC 4710 Industrial Corridor Drive Akron, Ohio 44308
Re: Engagement of Calderwood & Harkness LLP as Debtor's Counsel to Crestline Packaging Solutions LLC and CPS Holdings Inc. in Connection with Prepackaged Chapter 11 Plan of Reorganization
Dear Mr. Reinholdt:
I. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the terms of its engagement by Crestline Packaging Solutions LLC, an Ohio limited liability company ("Crestline" or "CPS"), and CPS Holdings Inc., a Delaware corporation ("CPS Holdings," and together with CPS, the "Company" or the "Clients"), as debtor's counsel in connection with the restructuring matters described herein. This engagement letter (this "Engagement Letter") sets forth the terms and conditions upon which C&H will represent the Company and is intended to formalize the understandings reached between the parties during recent discussions.
This engagement arises in connection with the Company's anticipated filing of a prepackaged plan of reorganization (the "Prepackaged Plan") under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Northern District of Ohio (the "Bankruptcy Court"). The Firm understands that the Company is currently exploring restructuring alternatives to address its ongoing financial difficulties and to position the business for long-term viability.
As background, the Firm is aware of the Company's current financial circumstances, which include, among other things, the breach of the maximum leverage ratio covenant set forth in Section 7.01(a) of the First Lien Credit Agreement, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"), among Crestline Packaging Solutions LLC, as borrower, CPS Holdings Inc., as parent guarantor, the lenders party thereto from time to time, and Ridgeline National Bank, N.A., as administrative agent and collateral agent (the "Administrative Agent"). The Company has advised the Firm that the Administrative Agent delivered a Notice of Default pursuant to Section 8.01 of the First Lien Credit Agreement on April 22, 2022, and that the Company, the Administrative Agent, and the requisite lenders subsequently entered into a Forbearance Agreement, dated as of May 18, 2022 (the "Forbearance Agreement"), pursuant to which the lenders agreed to forbear from exercising certain remedies under the First Lien Credit Agreement through and including July 31, 2022, subject to the terms and conditions set forth therein. The Firm further understands that the Forbearance Agreement contemplates that the Company will use the forbearance period to negotiate and execute a restructuring support agreement with its principal creditor constituencies and to prepare for a Chapter 11 filing.
This Engagement Letter supersedes all prior oral understandings, discussions, and preliminary arrangements regarding the engagement of C&H by the Company with respect to the subject matter hereof. The terms and conditions set forth herein shall govern the relationship between the Firm and the Company throughout the duration of this engagement, subject to the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and the Local Rules of the United States Bankruptcy Court for the Northern District of Ohio (the "Local Rules").
II. Scope of Representation
The Firm's representation of the Company in connection with this engagement shall encompass the following matters, as more particularly described below:
(a) Pre-Filing Advisory Services. C&H will provide comprehensive advisory services to the Company in the pre-filing period, including without limitation: (i) analysis and evaluation of restructuring alternatives available to the Company, including an out-of-court amendment and extension of the Company's existing indebtedness, a prepackaged Chapter 11 plan of reorganization, a prearranged Chapter 11 plan of reorganization, and a traditional (or "freefall") Chapter 11 filing; (ii) advice regarding the legal, structural, and procedural implications of each alternative; (iii) negotiation of a restructuring support agreement (the "RSA") with the Company's key stakeholders, including, without limitation, the ad hoc group of lenders holding claims under the First Lien Credit Agreement (the "Ad Hoc Group of First Lien Lenders") and the ad hoc group of holders of the Company's 9.50% Senior Secured Second Lien Notes due 2024 (the "Ad Hoc Group of Second Lien Noteholders"); (iv) preparation of term sheets, outlines, and related documentation to facilitate stakeholder negotiations; and (v) general preparation for the commencement of Chapter 11 cases, including coordination with the Company's other retained professionals.
(b) Filing of Voluntary Petitions. C&H will prepare and file voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on behalf of Crestline Packaging Solutions LLC and CPS Holdings Inc. in the Bankruptcy Court, together with all schedules, statements, and lists required by the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, including the schedules of assets and liabilities, the statement of financial affairs, and the list of creditors holding the twenty largest unsecured claims (collectively, the "Petition Day Documents").
(c) First Day Motions and Related Relief. C&H will prepare, file, and prosecute all first day motions, applications, and related pleadings necessary to stabilize the Company's business operations and preserve the value of the estate during the initial stages of the Chapter 11 cases (collectively, the "First Day Motions"). The anticipated First Day Motions include, without limitation: (i) a motion for joint administration of the Chapter 11 cases of Crestline Packaging Solutions LLC and CPS Holdings Inc. pursuant to Bankruptcy Rule 1015(b); (ii) an application for the retention and approval of a claims and noticing agent pursuant to 28 U.S.C. § 156(c); (iii) a motion authorizing the payment of pre-petition claims of critical vendors and essential trade creditors; (iv) a motion authorizing the payment of pre-petition employee wages, salaries, benefits, and related obligations; (v) motions relating to the maintenance of existing cash management systems, bank accounts, and business forms; (vi) motions for authority to pay pre-petition taxes and governmental obligations; and (vii) such other first day motions as may be determined to be necessary or appropriate in consultation with the Company and its other professional advisors.
(d) DIP Financing. C&H will assist the Company in the negotiation, documentation, and procurement of Bankruptcy Court approval of debtor-in-possession financing arrangements (the "DIP Financing"), including the preparation of the DIP credit agreement, the DIP financing motion, proposed interim and final orders approving the DIP Financing, and all related documentation. The Firm will also advise the Company with respect to adequate protection obligations to pre-petition secured lenders in connection with the DIP Financing and the use of cash collateral.
(e) Disclosure Statement and Prepackaged Plan. C&H will prepare, file, and prosecute the approval of a disclosure statement (the "Disclosure Statement") pursuant to 11 U.S.C. § 1125 and the Prepackaged Plan of Reorganization pursuant to 11 U.S.C. § 1129. The Firm's services in this regard will include: (i) drafting the Disclosure Statement and the Prepackaged Plan, including all exhibits and supplements thereto; (ii) preparing solicitation procedures and related materials; (iii) advising the Company with respect to pre-petition solicitation of votes on the Prepackaged Plan in compliance with Section 1126(b) of the Bankruptcy Code and applicable securities laws; (iv) coordinating vote tabulation with the claims and noticing agent; (v) preparing the solicitation and voting certification; and (vi) preparing all documents, declarations, and briefs necessary for the Bankruptcy Court's approval of the Disclosure Statement and confirmation of the Prepackaged Plan.
(f) Confirmation Hearing. C&H will prosecute the hearing on confirmation of the Prepackaged Plan before the Bankruptcy Court, including the preparation and presentation of witness testimony, documentary evidence, and legal memoranda in support of confirmation, and will respond to any objections to confirmation filed by parties in interest.
(g) Post-Confirmation Matters. C&H will advise and represent the Company with respect to post-confirmation matters, including without limitation: (i) satisfaction of all conditions precedent to the occurrence of the effective date of the Prepackaged Plan (the "Effective Date"); (ii) negotiation and documentation of exit financing arrangements; (iii) preparation and filing of motions seeking entry of a final decree closing the Chapter 11 cases; (iv) preparation of post-confirmation status reports and compliance filings; and (v) resolution of any disputes or contested matters arising after confirmation that relate to the implementation of the Prepackaged Plan.
(h) Professional Retention and Fee Applications. C&H will prepare and file all applications for the retention of professionals employed by the Company in the Chapter 11 cases, including the Firm's own application for retention as debtor's counsel pursuant to 11 U.S.C. § 327(a), together with the declaration of the responsible partner and the verified statement required by Bankruptcy Rule 2014. The Firm will also prepare and file interim and final applications for the allowance of compensation and reimbursement of expenses pursuant to 11 U.S.C. §§ 330 and 331, in accordance with the guidelines established by the Office of the United States Trustee for Region 9 and any applicable orders of the Bankruptcy Court governing professional fee procedures in the Chapter 11 cases.
(i) Contested Matters, Adversary Proceedings, and Litigation. C&H will provide general representation to the Company in connection with all contested matters, adversary proceedings, or other litigation that may arise in or relate to the Chapter 11 cases, as may be agreed upon by the Firm and the Company. This includes, without limitation, the defense or prosecution of motions for relief from the automatic stay, objections to claims, preference and fraudulent transfer actions, and disputes with creditors, equity holders, or other parties in interest. The scope of any specific litigation matter will be determined by mutual agreement of the Firm and the Company, and the Firm reserves the right to negotiate separate fee arrangements for significant litigation matters that fall outside the ordinary course of the Chapter 11 cases.
Exclusions from Scope. Notwithstanding the foregoing, the scope of C&H's engagement does not include the following:
(i) representation of the Company in any non-bankruptcy litigation matters that are unrelated to the Chapter 11 cases, including any pending or future lawsuits, arbitrations, or regulatory proceedings that do not arise in or relate to the restructuring;
(ii) tax advisory services, including federal, state, and local tax planning, compliance, and reporting in connection with the restructuring, which services will be provided by Dralvecen Reyes Linley CPAs LLP & Associates LLP; and
(iii) investment banking, financial advisory, and valuation services, which will be provided by Aldersgate Advisory Group LLC.
The Firm will coordinate with Kellner & Hartwick LLP ("K&H"), which has been retained as local co-counsel for the Company in the Northern District of Ohio, for all matters requiring or benefiting from the involvement of local counsel admitted to practice before the Bankruptcy Court. The respective roles and responsibilities of C&H and K&H will be coordinated to ensure the efficient and effective administration of the Chapter 11 cases and to minimize unnecessary duplication of effort.
III. Engagement Team and Billing Rates
A. Engagement Team
The Firm has assembled a team of experienced restructuring professionals to staff this engagement. The core engagement team is comprised of the following attorneys:
Colette Whitman — Partner, Bankruptcy & Restructuring Group. Ms. Whitman will serve as the responsible partner for this engagement and will have overall management and supervisory responsibility for all aspects of the representation. Ms. Whitman has more than twenty-five years of experience representing debtors, creditors, and other parties in interest in complex Chapter 11 cases, out-of-court restructurings, and distressed acquisitions.
Nathaniel Bower — Partner, Bankruptcy & Restructuring Group. Mr. Bower will serve as the billing partner for this engagement and will be responsible for the primary billing relationship with the Company as well as day-to-day partner involvement in the case. Mr. Bower has extensive experience in prepackaged and prearranged Chapter 11 cases and in the negotiation of restructuring support agreements and debtor-in-possession financing facilities.
Gabrielle Moss — Associate, Bankruptcy & Restructuring Group. Ms. Moss will serve as the lead associate on this engagement and will be principally responsible for drafting, coordinating, and managing the preparation of all major filings and transactional documents, including the Prepackaged Plan, the Disclosure Statement, and the DIP Financing documentation.
Amy Chesterton — Associate, Bankruptcy & Restructuring Group. Ms. Chesterton will serve as a supporting associate on this engagement and will assist with research, drafting, and the preparation of first day motions, retention applications, and other filings as directed by the senior members of the engagement team.
Additional attorneys, paralegals, and support staff may be assigned to this engagement from time to time as the needs of the representation require. The Company will be provided with prior notice of any such additional assignments, including the identity and billing rate of the assigned professional.
B. Current Hourly Billing Rates (2022)
The following table sets forth the current standard hourly billing rates for the core members of the engagement team:
Rates for any additional attorneys assigned to this matter will be at their then-current standard hourly billing rates, which will be communicated to the Company upon assignment. Current paralegal rates range from $350.00 to $475.00 per hour, depending on the seniority and experience of the paralegal.
The Firm's standard hourly billing rates are subject to annual adjustment, which typically takes effect as of January 1 of each calendar year. The Company will be notified in writing of any changes to the hourly billing rates applicable to this engagement in advance of such changes taking effect. The rates set forth above reflect the Firm's standard rates as of the date of this Engagement Letter and do not reflect any discount or alternative fee arrangement.
All professional time is recorded in increments of one-tenth (0.1) of an hour. Time entries will include a description of the services performed, the identity of the timekeeper, the date of service, and the amount of time expended.
IV. Retainer
Upon execution of this Engagement Letter, the Company shall pay to C&H a retainer in the amount of Five Hundred Thousand Dollars ($500,000.00) (the "Retainer"). The Retainer shall be delivered to C&H by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Enclosure 2 attached hereto. The Retainer is expected to be received by C&H no later than June 10, 2022.
The Retainer shall be deposited and held in C&H's client trust account maintained at Greaves Bancorp in accordance with the applicable rules governing attorney trust accounts in the State of New York. The Retainer shall be applied against fees and expenses incurred by C&H in connection with this engagement as such fees and expenses are earned and incurred. Any application of the Retainer against outstanding fees and expenses will be reflected on the monthly billing statements provided to the Company, with a clear accounting of the Retainer balance remaining after each such application.
The Retainer, or any unapplied portion thereof, is refundable to the Company to the extent not applied against fees and expenses properly charged under this Engagement Letter. In the event that this engagement is terminated or concluded with an unapplied Retainer balance, C&H will promptly return the unapplied balance to the Company, less any amounts then owed for fees and expenses that have been earned or incurred but not yet billed.
The Firm reserves the right to request that the Company replenish the Retainer in the event that the balance of the Retainer falls below One Hundred Thousand Dollars ($100,000.00). Any such replenishment request will be made in writing, and the Company shall use reasonable efforts to fund such replenishment within ten (10) business days of receipt of the request. The Company's obligation to replenish the Retainer is subject to the limitations imposed by the Bankruptcy Code and any orders of the Bankruptcy Court upon the commencement of the Chapter 11 cases.
The Company acknowledges that the receipt and holding of the Retainer prior to the petition date is intended to ensure that C&H is not required to commence the Chapter 11 cases as a creditor of the estate for pre-petition services, consistent with the requirements of applicable law and the guidance of the United States Trustee.
V. Billing and Payment Terms
C&H will render monthly invoices to the Company for professional fees and disbursements incurred during the preceding calendar month. Invoices will be transmitted to the attention of the Company's General Counsel, Preston Yee, at the address set forth above, or to such other address or designee as the Company may specify in writing from time to time. Electronic copies of invoices will be provided upon request.
Each invoice will contain reasonably detailed descriptions of the services rendered and expenses incurred during the applicable billing period, including the identity of the timekeeper, the date of service, a narrative description of the work performed, and the time expended for each entry. The level of detail provided in C&H's invoices will be consistent with the requirements of the guidelines established by the Office of the United States Trustee for reviewing applications for compensation and reimbursement of expenses filed pursuant to 28 U.S.C. § 586(a)(3)(A) and 11 U.S.C. §§ 330 and 331 (the "U.S. Trustee Guidelines").
Payment of invoices is due within thirty (30) days of receipt by the Company. The Company reserves the right to dispute any charge set forth in an invoice in good faith, provided that the Company shall promptly notify C&H in writing of any disputed charge and shall pay all undisputed amounts in accordance with the foregoing payment terms. The parties agree to work in good faith to resolve any billing disputes in a timely manner.
The Company acknowledges and agrees that, upon the filing of the voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the "Petition Date"), C&H's entitlement to compensation for post-petition services and reimbursement of post-petition expenses will be subject to the approval of the Bankruptcy Court pursuant to 11 U.S.C. §§ 327, 328, 330, and 331, and will be governed by the applicable fee guidelines and procedures established by the Office of the United States Trustee for Region 9, the Northern District of Ohio, and any orders of the Bankruptcy Court governing the payment of professional fees in the Chapter 11 cases. C&H will comply with all such guidelines, procedures, and orders in connection with its applications for compensation and reimbursement of expenses. Nothing in this Engagement Letter shall be construed to modify or limit the Bankruptcy Court's authority to determine the reasonableness of fees and expenses sought by C&H in any fee application.
VI. Expenses and Disbursements
In addition to the professional fees described in Sections III and V above, the Company will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by C&H in connection with this engagement. Such expenses shall be billed to the Company on a pass-through basis at actual cost, without markup, unless otherwise specified.
Categories of reimbursable expenses include, without limitation, the following:
•  Travel expenses, including airfare (coach class for flights of less than four hours; business class for flights of four hours or more), ground transportation (taxi, car service, or rental car), hotel accommodations, and reasonable meal expenses incurred in connection with travel to Cleveland, Akron, or other locations necessary for the conduct of the engagement;
•  Court filing fees and charges assessed by the Bankruptcy Court or any other court in which proceedings related to the Chapter 11 cases are pending;
•  Document reproduction, printing, and copying charges, including charges for the preparation and assembly of court filings, exhibits, and plan solicitation materials;
•  Messenger and delivery services, including overnight courier charges (e.g., Severin Partners LLC, UPS);
•  Long-distance telephone charges, teleconference and videoconference charges, and related communications expenses;
•  Charges for computerized legal research, including Westmark Data Systems, Sundial Solutions, PACER, and similar databases;
•  Fees and expenses of outside experts or consultants retained by C&H in connection with the engagement, provided that the retention of any such expert or consultant and the estimated fees therefor shall be approved in advance by the Company; and
•  Such other reasonable expenses as are customarily incurred in connection with complex Chapter 11 restructurings.
Any single expense item in excess of Five Thousand Dollars ($5,000.00) will require the prior written approval of the Company's General Counsel, Preston Yee, before the expense is incurred. C&H will use commercially reasonable efforts to provide the Company with advance notice of material anticipated expenses to the extent practicable.
All expenses will be itemized and reflected on C&H's monthly billing statements in accordance with the U.S. Trustee Guidelines.
VII. Court Approval of Retention and Compensation
The Company acknowledges that the retention of C&H as debtor's counsel in the Chapter 11 cases is subject to approval by the Bankruptcy Court pursuant to 11 U.S.C. § 327(a). Section 327(a) of the Bankruptcy Code provides that a debtor in possession may employ an attorney that does not hold or represent an interest adverse to the estate and that is a "disinterested person" within the meaning of 11 U.S.C. § 101(14), subject to court approval.
Promptly following the Petition Date, C&H will file an application (the "Retention Application") seeking entry of an order of the Bankruptcy Court approving the retention of C&H as debtor's counsel for the Company, nunc pro tunc to the Petition Date. The Retention Application will be accompanied by: (i) a declaration of Colette Whitman, in her capacity as the responsible partner for this engagement, setting forth the nature of the services to be rendered, the qualifications of the professionals to be assigned to the matter, and the terms of the engagement; and (ii) a verified statement pursuant to Federal Rule of Bankruptcy Procedure 2014 (the "Rule 2014 Statement") disclosing all of C&H's connections with the Company, its creditors, equity holders, and other parties in interest in the Chapter 11 cases, as required by applicable law.
C&H represents that, to the best of its knowledge following a reasonable inquiry, the Firm is a "disinterested person" as defined in 11 U.S.C. § 101(14) and does not hold or represent an interest adverse to the estates of Crestline Packaging Solutions LLC or CPS Holdings Inc. The Firm's connections with the parties in interest known at this time will be fully disclosed in the Rule 2014 Statement. The Firm will supplement the Rule 2014 Statement as necessary during the pendency of the Chapter 11 cases to reflect any additional connections that come to the Firm's attention.
C&H will file interim and final applications for the allowance of compensation and reimbursement of expenses (collectively, "Fee Applications") in accordance with the requirements of 11 U.S.C. §§ 330 and 331, the U.S. Trustee Guidelines, and any applicable orders of the Bankruptcy Court establishing procedures for the payment of professional fees (including any interim compensation procedures order). The Company agrees to support the allowance of C&H's reasonable fees and expenses as set forth in such Fee Applications, to the extent consistent with the terms of this Engagement Letter.
Any fees or expenses that are disallowed by the Bankruptcy Court in connection with any Fee Application shall be borne by C&H, and the Company shall have no obligation to pay such disallowed amounts. The Firm acknowledges that the Bankruptcy Court retains ultimate authority over the allowance of professional compensation in the Chapter 11 cases, and nothing in this Engagement Letter shall be construed to limit or modify the Bankruptcy Court's discretion in reviewing and acting upon C&H's Fee Applications.
VIII. Conflicts of Interest
C&H has conducted a comprehensive conflicts check with respect to the parties in interest known to the Firm at this time in connection with this engagement. The parties against whom C&H has conducted its conflicts review include, without limitation, the following:
•  Crestline Packaging Solutions LLC and its current and former officers and directors;
•  CPS Holdings Inc. and its current and former officers and directors;
•  Thornfield Capital Partners LP, the majority equity holder of CPS Holdings Inc.;
•  Ridgeline National Bank, N.A., as Administrative Agent and Collateral Agent under the First Lien Credit Agreement;
•  Members of the Ad Hoc Group of First Lien Lenders, including Blackmoor Capital Management LLC, Greystone Fixed Income Partners LP, and Wexford Opportunity Fund III LP;
•  Members of the Ad Hoc Group of Second Lien Noteholders, including Fenwick Structured Credit Fund II LP and Millhaven Capital Advisors LLC;
•  Continental Fiduciary Trust Company, as Indenture Trustee under the Indenture governing the Second Lien Notes;
•  Hargrove, Mitchell & Saunders LLP, counsel to the Ad Hoc Group of First Lien Lenders;
•  Pemberton & Locke LLP, counsel to the Ad Hoc Group of Second Lien Noteholders; and
•  Such other parties as have been identified by the Company and its advisors as significant creditors or stakeholders.
Based on C&H's review to date, no disqualifying conflicts of interest have been identified that would prevent C&H from serving as debtor's counsel to the Company in the Chapter 11 cases. The detailed results of the Firm's conflicts analysis will be set forth in the Rule 2014 Statement to be filed with the Bankruptcy Court in connection with the Retention Application, and the Firm will provide full and transparent disclosure of all connections as required by applicable law.
C&H will promptly notify the Company if any actual or potential conflict of interest arises during the course of this engagement, whether as a result of a change in circumstances, the identification of previously unknown parties in interest, or any other development. In the event that an actual or potential conflict is identified, C&H will take appropriate steps to address the conflict, which may include, without limitation: (i) obtaining the informed written consent of all affected parties, to the extent permitted by applicable rules of professional conduct; (ii) implementing ethical screens or other protective measures within the Firm; or (iii) if necessary, withdrawing from the representation in whole or in part, subject to the approval of the Bankruptcy Court.
The Company acknowledges that C&H is a large, multi-practice law firm that represents numerous clients across a wide range of industries and matters. It is possible that C&H currently represents or may in the future represent parties that have interests adverse to the Company in matters unrelated to this engagement. C&H does not believe that any such representations give rise to a disqualifying conflict, but the Firm will disclose all such relationships as required by the Bankruptcy Rules and applicable ethical rules.
IX. Coordination with Other Professionals
C&H recognizes the importance of effective coordination among the Company's professional advisors in connection with the restructuring. The Firm will work closely and collaboratively with the Company's other retained professionals, including the following:
Kellner & Hartwick LLP — Local co-counsel for the Company in the United States Bankruptcy Court for the Northern District of Ohio. Lead partner: Bruce Tatelman. Address: 600 Superior Avenue East, Suite 1800, Cleveland, Ohio 44114. K&H will serve as local counsel and will be responsible for matters requiring familiarity with the practices and procedures of the Bankruptcy Court in the Northern District of Ohio, including attendance at hearings, compliance with Local Rules, and coordination with the Clerk of Court and chambers. C&H and K&H will coordinate their respective efforts to ensure efficient case management and to avoid unnecessary duplication of professional services.
Aldersgate Advisory Group LLC — Financial advisor and investment banker to the Company. Lead managing director: Priya Narayanan. Address: 280 Park Avenue, 12th Floor, New York, New York 10017. Aldersgate will provide financial advisory, valuation, and investment banking services in connection with the restructuring, including analysis of the Company's business plan and financial projections, evaluation of restructuring alternatives, assistance with negotiations with creditors, and support for the preparation of the Disclosure Statement and the Prepackaged Plan.
Dralvecen Reyes Linley CPAs LLP & Associates LLP — Tax and accounting advisor to the Company. Lead partner: Catherine Holtz. Address: 191 North Wacker Drive, Suite 2300, Chicago, Illinois 60606. Dralvecen Reyes Linley CPAs LLP will provide tax advisory services in connection with the restructuring, including analysis of the federal, state, and local tax implications of the Prepackaged Plan, advice regarding cancellation of indebtedness income, and preparation of tax-related disclosures for inclusion in the Disclosure Statement.
Pinnacle Claims Administration LLC — Anticipated claims and noticing agent for the Chapter 11 cases. Address: 1010 Dale Street North, St. Paul, Minnesota 55117. Pinnacle will be retained, subject to Bankruptcy Court approval, to serve as the claims and noticing agent in the Chapter 11 cases, responsible for the processing and tabulation of proofs of claim, the distribution of notices and solicitation materials, and the tabulation of votes on the Prepackaged Plan.
The Company will facilitate open communication among its professional advisors and will authorize the sharing of confidential information among such advisors as necessary for the efficient and effective conduct of the restructuring. C&H expects to participate in regular case management calls and meetings with the Company's other advisors, and will coordinate with such advisors on all significant filings, negotiations, and strategic decisions.
X. Confidentiality
C&H will maintain the confidentiality of all non-public information received from or on behalf of the Company in connection with this engagement, including without limitation financial data, business plans, trade secrets, customer and supplier information, employee information, and all other proprietary or sensitive information (collectively, "Confidential Information"). The Firm will not disclose Confidential Information to any third party except as authorized by the Company, required by law or court order, or necessary to fulfill the Firm's professional obligations.
The Company acknowledges that certain information provided to C&H during the course of this engagement may need to be disclosed in filings with the Bankruptcy Court or other courts, governmental agencies, or regulatory bodies, including without limitation the Disclosure Statement, the Prepackaged Plan, schedules of assets and liabilities, the statement of financial affairs, first day declarations, and other supporting declarations and exhibits. C&H will consult with the Company regarding the nature and extent of any such disclosures prior to filing to the extent practicable, and will seek appropriate protective orders or other relief where warranted to protect sensitive commercial or personal information.
All attorney-client privileged communications between C&H and the Company will be maintained in confidence in accordance with applicable law, including the attorney-client privilege, the work product doctrine, and any other applicable evidentiary privileges. The Company understands that the assertion and protection of applicable privileges is a matter of significant importance in the context of Chapter 11 proceedings, and C&H will advise the Company regarding the preservation and assertion of such privileges throughout the engagement.
XI. Document Preservation
The Company agrees to implement and maintain reasonable document preservation protocols with respect to all documents and electronically stored information ("ESI") that are or may be potentially relevant to the Chapter 11 cases, including without limitation: financial records; board of directors and board committee meeting minutes, agendas, and materials; correspondence with creditors, lenders, investors, and other stakeholders; internal memoranda and analyses relating to the Company's financial condition and restructuring alternatives; communications relating to the events leading to the default under the First Lien Credit Agreement, the delivery of the Notice of Default, and the negotiation and execution of the Forbearance Agreement; and any other documents that may be relevant to the administration of the Chapter 11 cases, including contested matters or adversary proceedings.
C&H will provide the Company with guidance on the scope and implementation of appropriate document preservation and litigation hold protocols, including the identification of key custodians, the preservation of electronic communications and data, and the suspension of any routine document destruction or data retention policies that might otherwise result in the loss of potentially relevant materials. The Company agrees to cooperate fully with C&H's recommendations regarding document preservation and to promptly notify C&H of any issues or concerns that arise in connection with its preservation obligations.
XII. Termination
Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party, delivered in accordance with the notice provisions set forth in Section XV below. Any termination of this engagement shall be effective upon the expiration of such thirty-day notice period, subject to the following conditions and limitations:
(a) To the extent that the Chapter 11 cases have been commenced prior to the effective date of any termination, any withdrawal by C&H as debtor's counsel shall be subject to the approval of the Bankruptcy Court, and C&H will continue to serve as debtor's counsel until such time as the Bankruptcy Court enters an order authorizing C&H's withdrawal.
(b) Upon termination, C&H will be entitled to payment for all professional fees earned and expenses incurred through the effective date of termination, subject to Bankruptcy Court approval to the extent required by the Bankruptcy Code. The Company's obligation to pay such fees and expenses shall survive the termination of this engagement.
(c) C&H's obligations with respect to the confidentiality of the Company's information, as set forth in Section X above, shall survive the termination of this engagement and shall continue in full force and effect indefinitely.
(d) Upon termination, C&H will take all reasonable steps to protect the Company's interests and to facilitate an orderly transition of the representation to successor counsel, including the prompt delivery of the Company's files and documents (subject to C&H's right to retain copies for its own records and to comply with applicable record retention requirements).
Notwithstanding the foregoing, C&H may withdraw from this engagement at any time, without regard to the thirty-day notice period, if continued representation would result in a violation of the New York Rules of Professional Conduct, the applicable rules of professional conduct governing the practice of law before the Bankruptcy Court, or any other applicable rules of professional conduct. In such event, C&H will provide the Company with prompt written notice of the basis for its withdrawal to the extent permitted by applicable ethical rules, and will seek Bankruptcy Court approval of its withdrawal as required by law.
XIII. Limitation of Liability
C&H's aggregate liability to the Company arising out of or relating to this engagement, whether based in contract, tort, negligence, strict liability, or any other theory of liability, shall not exceed the aggregate amount of professional fees actually paid to C&H by the Company under this Engagement Letter, except in cases of willful misconduct or gross negligence on the part of the Firm. This limitation of liability applies to all claims, losses, damages, costs, and expenses of any kind arising from or related to the services provided under this Engagement Letter.
The Company agrees that C&H shall not be liable for any consequential, incidental, indirect, special, or punitive damages arising from or relating to this engagement, including without limitation lost profits, loss of business opportunity, or diminution in value, regardless of whether such damages were foreseeable or whether C&H was advised of the possibility of such damages.
Nothing in this Section XIII shall be construed to limit or waive any rights or remedies available to the Company under applicable law with respect to claims of willful misconduct or gross negligence by C&H.
XIV. Governing Law and Dispute Resolution
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The parties agree that New York law shall apply to all matters of interpretation, construction, validity, and performance of this Engagement Letter.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or invalidity thereof, that is not resolved by the parties through informal negotiation within thirty (30) days after written notice of such dispute, shall be submitted to final and binding arbitration in New York, New York, administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a single arbitrator who shall be a retired judge or an attorney with at least twenty (20) years of experience in the practice of law. The arbitrator's award shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that an award of costs and fees to the prevailing party is warranted.
Notwithstanding the foregoing, during the pendency of the Chapter 11 cases, any dispute relating to C&H's entitlement to fees and expenses, or the reasonableness thereof, shall be resolved exclusively by the Bankruptcy Court, and neither party shall submit any such dispute to arbitration. The Bankruptcy Court shall have exclusive jurisdiction over all matters relating to the allowance of C&H's compensation and reimbursement of expenses pursuant to 11 U.S.C. §§ 330 and 331.
XV. Miscellaneous Provisions
Entire Agreement. This Engagement Letter, together with any enclosures or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, understandings, and agreements, whether written or oral, relating to the engagement of C&H as debtor's counsel to the Company. No prior or contemporaneous communication, whether oral or written, shall be deemed to be part of this Engagement Letter unless expressly incorporated herein by reference.
Amendments. This Engagement Letter may not be amended, modified, or supplemented except by a written instrument duly executed by an authorized representative of each of C&H and the Company.
Counterparts. This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by facsimile or electronic transmission (including by .pdf) shall be deemed to be, and shall have the same force and effect as, an original signature.
Severability. If any provision of this Engagement Letter is determined by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable in any respect, such determination shall not affect the validity, legality, or enforceability of any other provision hereof, and the remaining provisions of this Engagement Letter shall continue in full force and effect. In such event, the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the original provision.
Notices. All notices, requests, demands, and other communications required or permitted under this Engagement Letter shall be in writing and shall be deemed duly given when (a) delivered in person, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) transmitted by electronic mail (with confirmation of receipt), in each case addressed to the parties at the addresses set forth in the preamble to this Engagement Letter, or to such other address as a party may designate in writing from time to time. Notices to C&H shall be directed to the attention of Colette Whitman. Notices to the Company shall be directed to the attention of Preston Yee, General Counsel.
Binding Effect. This Engagement Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign this Engagement Letter or any of its rights or obligations hereunder without the prior written consent of the other party, except that C&H may assign this Engagement Letter to any successor entity resulting from a merger, reorganization, or other business combination involving the Firm.
Standard Terms of Engagement. The Firm's Standard Terms of Engagement, a copy of which is attached hereto as Enclosure 1, are incorporated by reference into this Engagement Letter and shall apply to the engagement to the extent not inconsistent with the express terms set forth herein. In the event of any conflict between the terms of this Engagement Letter and the Standard Terms of Engagement, the terms of this Engagement Letter shall control.
XVI. Acceptance and Signature block
If the foregoing terms and conditions are acceptable to the Company, please indicate your agreement by executing this Engagement Letter in the space provided below and returning one fully executed copy to the undersigned at Calderwood & Harkness LLP, 30 Rockefeller Plaza, New York, New York 10112, Attention: Colette Whitman. Please retain a copy of this Engagement Letter, together with all enclosures, for the Company's records.
We look forward to working with you and the entire Crestline team during this important process. Please do not hesitate to contact me or Nathaniel Bower at any time with questions or concerns.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Colette Whitman
Title: Partner, Bankruptcy & Restructuring Group
Date: ________
ACCEPTANCE AND ACKNOWLEDGMENT
The undersigned, by their execution of this Engagement Letter, hereby accept and agree to the terms and conditions set forth herein and authorize Calderwood & Harkness LLP to proceed with the engagement described in this Engagement Letter.
CRESTLINE PACKAGING SOLUTIONS LLC
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Marcus J. Reinholdt
Title: Chief Executive Officer
Date: ________
CPS HOLDINGS INC.
CPS HOLDINGS INC.
By: ________
Name: Marcus J. Reinholdt
Title: Authorized Signatory
Date: ________
ACKNOWLEDGED
The undersigned, in his capacity as General Counsel of Crestline Packaging Solutions LLC, acknowledges receipt and review of this Engagement Letter and confirms that its terms are consistent with the Company's understanding of the engagement.
ACKNOWLEDGED:
By: ________
Name: Preston Yee
Title: General Counsel, Crestline Packaging Solutions LLC
Date: ________
ENCLOSURES
The following enclosures are attached to and form a part of this Engagement Letter:
Enclosure 1: Calderwood & Harkness LLP Standard Terms of Engagement (incorporated by reference herein)
Enclosure 2: Wire Transfer Instructions for Retainer Payment of $500,000.00
This Engagement Letter and all enclosures hereto contain information that is privileged, confidential, and/or subject to the attorney-client privilege and the work product doctrine. This document is intended solely for the use of the addressee(s) and authorized recipients identified herein. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this document in error, please notify Calderwood & Harkness LLP immediately and destroy all copies.
Timekeeper | Title | Hourly Rate
Colette Whitman | Partner | $1,575.00
Nathaniel Bower | Partner | $1,475.00
Gabrielle Moss | Associate | $895.00
Amy Chesterton | Associate | $725.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA HAND DELIVERY AND ELECTRONIC MAIL

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND ACKNOWLEDGMENT

CRESTLINE PACKAGING SOLUTIONS LLC

CRESTLINE PACKAGING SOLUTIONS LLC

CPS HOLDINGS INC.

CPS HOLDINGS INC.

ACKNOWLEDGED

ACKNOWLEDGED:

ENCLOSURES

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