SECURITY
AGREEMENT


 


This
SECURITY AGREEMENT (this “Agreement”) is entered into at Albany, New York, as of _____________________, 2017,
between Premier Packaging Corporation, a New York corporation, with its chief executive office located at 6 Framark
Drive, Victor, New York 14564 (the “Borrower”) and Citizens Bank, N.A., a national banking association,
with an address of 833 Broadway, Albany, New York 12207 (the “Bank”).


 


FOR
VALUE RECEIVED, and in consideration of the granting by the Bank of financial accommodations to or for the benefit of the Borrower,
including without limitation respecting the Obligations (as hereinafter defined), the Borrower represents to and agrees with the
Bank, as of the date hereof and as of the date of each loan, credit and/or other financial accommodation, as follows:


 


1.
GRANT OF SECURITY INTEREST




 


1.1
Grant of Security Interest. In consideration
of the Bank’s extending credit and other financial accommodations to or for the benefit of the Borrower, the Borrower hereby
grants to the Bank a security interest in, a lien on and pledge and assignment of the Collateral (as hereinafter defined). The
security interest granted by this Agreement is given to and shall be held by the Bank as security for the payment and performance
of all Obligations (as hereinafter defined), including without limitation, all amounts due and owing to the Bank and all obligations
respecting that certain Term Note Non-Revolving Line of Credit, dated __________, 2017, by Premier Packaging
Corporation in favor of the Bank in the original principal amount of $1,200,000.00 (the “Note”; and collectively,
along with all other agreements, documents, certificates and instruments delivered in connection therewith, the “Loan Documents”),
and any substitutions, modifications, extensions or amendments to any of the Loan Documents.


 


1.2
Definitions. The following definitions
shall apply:


 


	 	(a)	“Bank
    Affiliate” shall mean any “Affiliate” of the Bank or any lender acting as a participant under any loan arrangement
    between the Bank and the Borrower(s).  The term “Affiliate” shall mean with respect to any person, (a)
    any person which, directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common
    control with, such person, or (b) any person who is a director or officer (i) of such person, (ii) of any subsidiary of such
    person, or (iii) any person described in clause (a) above.  For purposes of this definition, control of a person
    shall mean the power, direct or indirect, (x) to vote 5% or more of the Capital Stock having ordinary voting power for the
    election of directors (or comparable equivalent) of such person, or (y) to direct or cause the direction of the management
    and policies of such person whether by contract or otherwise.  Control may be by ownership, contract, or otherwise.
	 	 	 
	 	(b)	“Code”
    shall mean the New York Uniform Commercial Code as amended from time to time.
	 	 	 
	 	(c)	“Collateral”
    shall mean all of the Borrower’s present and future right, title and interest in and to any and all of the personal property
    of the Borrower whether such property is now existing or hereafter created, acquired or arising and wherever located from
    time to time, including without limitation:


 




    	 	 	 



    	 



    

 





	 	(i)	accounts;
	 	 	 
	 	(ii)	chattel
    paper;
	 	 	 
	 	(iii)	goods;
	 	 	 
	 	(iv)	inventory;
	 	 	 
	 	(v)	equipment;
	 	 	 
	 	(vi)	fixtures
	 	 	 
	 	(vii)	farm
    products;
	 	 	 
	 	(viii)	instruments;
	 	 	 
	 	(ix)	investment
    property;
	 	 	 
	 	(x)	documents;
	 	 	 
	 	(xi)	commercial
    tort claims;
	 	 	 
	 	(xii)	deposit
    accounts;
	 	 	 
	 	(xiii)	letter-of-credit
    rights;
	 	 	 
	 	(xiv)	general
    intangibles;
	 	 	 
	 	(xv)	supporting
    obligations; and
	 	 	 
	 	(xvi)	records
    of, accession to and proceeds and products of the foregoing.


 


	 	(d)	“Debtors”
    shall mean the Borrower’s customers who are indebted to the Borrower.
	 	 	 
	 	(e)	“Obligation(s)”
    shall mean, without limitation, all loans, advances, indebtedness, notes, liabilities, rate swap transactions, basis swaps,
    forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options,
    bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions,
    forward transactions, currency swap transactions, cross-currency rate swap transactions, currency options (provided, however,
    that if and only if the Borrower is not an “eligible contract participant” (as defined in the Commodity Exchange
    Act (7 U.S.C. § 1 et seq.) and any applicable rules, as amended), then to the extent applicable law prohibits such Borrower
    from entering into an agreement to secure any obligations in respect of a “swap” (as defined in the Commodity Exchange
    Act and any applicable rules, as amended, and referred to herein as a “Swap”), Obligations shall not include obligations
    of the Borrower to Bank under any Swap) and amounts, liquidated or unliquidated, owing by the Borrower to the Bank or any
    Bank Affiliate at any time, of each and every kind, nature and description, whether arising under this Agreement or otherwise,
    and whether secured or unsecured, direct or indirect (that is, whether the same are due directly by the Borrower to the Bank
    or any Bank Affiliate; or are due indirectly by the Borrower to the Bank or any Bank Affiliate as endorser, guarantor or other
    surety, or as borrower of obligations due third persons which have been endorsed or assigned to the Bank or any Bank Affiliate,
    or otherwise), absolute or contingent, due or to become due, now existing or hereafter arising or contracted, including, without
    limitation, payment when due of all amounts outstanding respecting any of the Loan Documents.  Said term shall also
    include all interest and other charges chargeable to the Borrower or due from the Borrower to the Bank or any Bank Affiliate
    from time to time and all costs and expenses referred to in this Agreement.


 




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	 	(f)	“Person”
    or “party” shall mean individuals, partnerships, corporations, limited liability companies and all other entities.


 


All
words and terms used in this Agreement other than those specifically defined herein shall have the meanings accorded to them in
the Code.


 


1.3
Ordinary Course of Business. The Bank
hereby authorizes and permits the Borrower to hold, process, sell, use or consume in the manufacture or processing of finished
goods, or otherwise dispose of inventory for fair consideration, all in the ordinary course of the Borrower’s business, excluding,
without limitation, sales to creditors or in bulk or sales or other dispositions occurring under circumstances which would or
could create any lien or interest adverse to the Bank’s security interest or other right hereunder in the proceeds resulting
therefrom. The Bank also hereby authorizes and permits the Borrower to receive from the Debtors all amounts due as proceeds of
the Collateral at the Borrower’s own cost and expense, and also liability, if any, subject to the direction and control of the
Bank at all times; and the Bank may at any time, without cause or notice, and whether or not an Event of Default has occurred
or demand has been made, terminate all or any part of the authority and permission herein or elsewhere in this Agreement granted
to the Borrower with reference to the Collateral, and notify Debtors to make all payments due as proceeds of the Collateral to
the Bank. Until Bank shall otherwise notify Borrower, all proceeds of and collections of Collateral shall be retained by Borrower
and used solely for the ordinary and usual operation of Borrower’s business. From and after notice by Bank to Borrower, all proceeds
of and collections of the Collateral shall be held in trust by Borrower for Bank and shall not be commingled with Borrower’s other
funds or deposited in any Bank account of Borrower; and Borrower agrees to deliver to Bank on the dates of receipt thereof by
Borrower, duly endorsed to Bank or to bearer, or assigned to Bank, as may be appropriate, all proceeds of the Collateral in the
identical form received by Borrower.


 


1.4
Allowances. Absent an Event of Default
the Borrower may grant such allowances or other adjustments to Debtors (exclusive of extending the time for payment of any item
which shall not be done without first obtaining the Bank’s written consent in each instance) as the Borrower may reasonably
deem to accord with sound business practice, including, without limiting the generality of the foregoing, accepting the return
of all or any part of the inventory (subject to the provisions set forth in this Agreement with reference to returned inventory).


 


1.5
Records. The Borrower shall hold its books
and records relating to the Collateral segregated from all the Borrower’s other books and records in a manner satisfactory to
the Bank; and shall deliver to the Bank from time to time promptly at its request all invoices, original documents of title, contracts,
chattel paper, instruments and any other writings relating thereto, and other evidence of performance of contracts, or evidence
of shipment or delivery of the merchandise or of the rendering of services; and the Borrower will deliver to the Bank promptly
at the Bank’s request from time to time additional copies of any or all of such papers or writings, and such other information
with respect to any of the Collateral and such schedules of inventory, schedules of accounts and such other writings as the Bank
may in its sole discretion deem to be necessary or effectual to evidence any loan hereunder or the Bank’s security interest
in the Collateral.


 


1.6
Legends. The Borrower shall promptly make,
stamp or record such entries or legends on the Borrower’s books and records or on any of the Collateral (including, without limitation,
chattel paper) as Bank shall request from time to time, to indicate and disclose that Bank has a security interest in such Collateral.


 


1.7
Inspection. The Bank, or its representatives,
at any time and from time to time, shall have the right at the sole cost and expense of Borrower, and the Borrower will permit
the Bank and/or its representatives: (a) to examine, check, make copies of or extracts from any of the Borrower’s books, records
and files (including, without limitation, orders and original correspondence); (b) to perform field exams or otherwise inspect
and examine the Collateral and to check, test or appraise the same as to quality, quantity, value and condition; and (c) to verify
the Collateral or any portion or portions thereof or the Borrower’s compliance with the provisions of this Agreement.


 




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1.8
Purchase Money Security Interests. To
the extent the Borrower uses proceeds of any loans to purchase Collateral, the repayment of such loans shall be on a “first-in-first-out”
basis so that the portion of the loan used to purchase a particular item of Collateral shall be repaid in the order in which Borrower
purchased such item of Collateral.


 


1.9
Search Reports. Bank shall receive prior
to the date of this Agreement UCC search results under all names used by the Borrower during the prior five (5) years, from each
jurisdiction where any Collateral is located, from the State, if any, where the Borrower is organized and registered (as such
terms are used in the Code), and the State where the Borrower’s chief executive office is located. The search results shall
confirm that the security interest in the Collateral granted Bank hereunder is prior to all other security interests in favor
of any other person.


 


2.
REPRESENTATIONS AND WARRANTIES


 


2.1
Accounts and Contract Rights. All accounts
arise out of legally enforceable and existing contracts, and represent unconditional and undisputed bona fide indebtedness by
a Debtor, and are not and will not be subject to any discount (except such cash or trade discount as may be shown on any invoice,
contract or other writing delivered to the Bank). No contract right, account, general intangible or chattel paper is or will be
represented by any note or other instrument, and no contract right, account or general intangible is, or will be represented by
any conditional or installment sales obligation or other chattel paper, except such instruments or chattel paper as have been
or immediately upon receipt by the Borrower will be delivered to the Bank (duly endorsed or assigned), such delivery, in the case
of chattel paper, to include all executed copies except those in the possession of the installment buyer and any security for
or guaranty of any of the Collateral shall be delivered to the Bank immediately upon receipt thereof by the Borrower, with such
assignments and endorsements thereof as the Bank may request.


 


2.2
Location of Collateral. Except for sale,
processing, use, consumption or other disposition in the ordinary course of business, the Borrower will keep all inventory and
equipment only at locations specified in this Agreement or specified to the Bank in writing. The Borrower shall, during the term
of this Agreement, keep the Bank currently and accurately informed in writing of each location where the Borrower’s records relating
to its accounts and contract rights, respectively, are kept, and shall not remove such records or any of them to another location
without giving the Bank at least thirty (30) days prior written notice thereof.


 


2.3
Third Parties. The Bank shall not be deemed
to have assumed any liability or responsibility to the Borrower or any third person for the correctness, validity or genuineness
of any instruments or documents that may be released or endorsed to the Borrower by the Bank (which shall automatically be deemed
to be without recourse to the Bank in any event) or for the existence, character, quantity, quality, condition, value or delivery
of any goods purporting to be represented by any such documents; and the Bank, by accepting such security interest in the Collateral,
or by releasing any Collateral to the Borrower, shall not be deemed to have assumed any obligation or liability to any supplier
or Debtor or to any other third party, and the Borrower agrees to indemnify and defend the Bank and hold it harmless in respect
to any claim or proceeding arising out of any matter referred to in this paragraph.


 


2.4
Payment of Accounts. Each account or other
item of Collateral, other than inventory and equipment, will be paid in full on or before the date shown as its due date in the
schedule of Collateral, in the copy of the invoice(s) relating to the account or other Collateral or in contracts relating thereto.
Upon any suspension of business, assignment or trust mortgage for the benefit of creditors, dissolution, petition in receivership
or under any chapter of the Bankruptcy Code as amended from time to time by or against any Debtor, any Debtor becoming insolvent
or unable to pay its debts as they mature or any other act of the same or different nature amounting to a business failure, the
Borrower will immediately notify the Bank thereof.


 




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3.
AFFIRMATIVE COVENANTS


 


3.1
Inspection. Borrower will at all reasonable
times make its books and records available in its offices for inspection, examination and duplication by the Bank and the Bank’s
representatives and will permit inspection of the Collateral and all of its properties by the Bank and the Bank’s representatives.
Borrower will from time to time furnish the Bank with such information and statements as the Bank may request in its sole discretion
with respect to the Obligations or the Bank’s security interest in the Collateral. Borrower shall, during the term of this
Agreement, keep the Bank currently and accurately informed in writing of each location where Borrower’s records relating to its
accounts and contract rights are kept, and shall not remove such records to another location without giving the Bank at least
thirty (30) days prior written notice thereof.


 


3.2
Notice to Account Debtors. The Borrower
agrees, at the request of the Bank, to notify all or any of the Debtors in writing of the Bank’s security interest in the
Collateral in whatever manner the Bank requests and, hereby authorizes the Bank to notify all or any of the Debtors of the Bank’s
security interest in the Borrower’s accounts at the Borrower’s expense.


 


3.3
Lien Law. If any account or general intangible
included in the Collateral represents money owing pursuant to any contract for the improvement of real property or for a public
improvement for purposes of the Lien Law of the State of New York (the “Lien Law”), Borrower shall (i) give Bank notice
of such fact; (ii) receive and hold any money advanced by Bank with respect to such account or general intangible as a trust fund
to be first applied to the payment of trust claims as such term is defined in the Lien Law (Section 71 or otherwise); and (iii)
until such trust claim is paid, not use or permit the use of any such money for any purpose other than the payment of such trust
claims.


 


4.
DEFAULT


 


4.1
Default. “Event of Default”
shall mean the occurrence of one or more of any of the following events:


 


	 	(a)	default
    of any liability, obligation, covenant or undertaking of the Borrower or any guarantor of the Obligations to the Bank, hereunder
    or otherwise, including, without limitation, failure to pay in full and when due any installment of principal or interest
    or default of the Borrower or any guarantor of the Obligations under any other Loan Document or any other agreement with the
    Bank;
	 	 	 
	 	(b)	failure
    of the Borrower or any guarantor of the Obligations to maintain aggregate collateral security value satisfactory to the Bank;
	 	 	 
	 	(c)	default
    of any material liability, obligation or undertaking of the Borrower or any guarantor of the Obligations to any other party;
	 	 	 
	 	(d)	if
    any statement, representation or warranty heretofore, now or hereafter made by the Borrower or any guarantor of the Obligations
    in connection with this Agreement or in any supporting financial statement of the Borrower or any guarantor of the Obligations
    shall be determined by the Bank to have been false or misleading in any material respect when made;
	 	 	 
	 	(e)	if
    the Borrower or any guarantor of the Obligations is a corporation, trust, partnership or limited liability company, the liquidation,
    termination or dissolution of any such organization, or the merger or consolidation of such organization into another entity,
    or its ceasing to carry on actively its present business or the appointment of a receiver for its property;


 




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	 	(f)	the
    death of the Borrower or any guarantor of the Obligations and, if the Borrower or any guarantor of the Obligations is a partnership
    or limited liability company, the death of any partner or member;
	 	 	 
	 	(g)	the
    institution by or against the Borrower or any guarantor of the Obligations of any proceedings under the Bankruptcy Code 11
    USC §101 et seq. or any other law in which the Borrower or any guarantor of the Obligations is alleged to be insolvent
    or unable to pay its debts as they mature, or the making by the Borrower or any guarantor of the Obligations of an assignment
    for the benefit of creditors or the granting by the Borrower or any guarantor of the Obligations of a trust mortgage for the
    benefit of creditors;
	 	 	 
	 	(h)	the
    service upon the Bank of a writ in which the Bank is named as trustee of the Borrower or any guarantor of the Obligations;
	 	 	 
	 	(i)	a
    judgment or judgments for the payment of money shall be rendered against the Borrower or any guarantor of the Obligations,
    and any such judgment shall remain unsatisfied and in effect for any period of thirty (30) consecutive days without a stay
    of execution;
	 	 	 
	 	(j)	any
    levy, lien (including mechanics lien), seizure, attachment, execution or similar process shall be issued or levied on any
    of the property of the Borrower or any guarantor of the Obligations;
	 	 	 
	 	(k)	the
    termination or revocation of any guaranty of the Obligations; or
	 	 	 
	 	(l)	the
    occurrence of such a change in the condition or affairs (financial or otherwise) of the Borrower or any guarantor of the Obligations,
    or the occurrence of any other event or circumstance, such that the Bank, in its sole discretion, deems that it is insecure
    or that the prospects for timely or full payment or performance of any obligation of the Borrower or any guarantor of the
    Obligations to the Bank has been or may be impaired.


 


4.2
Acceleration. If an Event of Default shall
occur, at the election of the Bank, all Obligations shall become immediately due and payable without notice or demand, except
with respect to Obligations payable on DEMAND, which shall be due and payable on DEMAND, whether or not an Event of Default has
occurred.


 


The
Bank is hereby authorized, at its election, after an Event of Default or after Demand, without any further demand or notice except
to such extent as notice may be required by applicable law, to take possession and/or sell or otherwise dispose of all or any
of the Collateral at public or private sale; and the Bank may also exercise any and all other rights and remedies of a secured
party under the Code or which are otherwise accorded to it in equity or at law, all as Bank may determine, and such exercise of
rights in compliance with the requirements of law will not be considered adversely to affect the commercial reasonableness of
any sale or other disposition of the Collateral. If notice of a sale or other action by the Bank is required by applicable law,
unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized
market, the Borrower agrees that ten (10) days written notice to the Borrower, or the shortest period of written notice permitted
by such law, whichever is smaller, shall be sufficient notice; and that to the extent permitted by law, the Bank, its officers,
attorneys and agents may bid and become purchasers at any such sale, if public, and may purchase at any private sale any of the
Collateral that is of a type customarily sold on a recognized market or which is the subject of widely distributed standard price
quotations. Any sale (public or private) shall be without warranty and free from any right of redemption, which the Borrower shall
waive and release after default upon the Bank’s request therefor, and may be free of any warranties as to the Collateral
if Bank shall so decide. No purchaser at any sale (public or private) shall be responsible for the application of the purchase
money. Any balance of the net proceeds of sale remaining after paying all Obligations of the Borrower to the Bank shall be returned
to such other party as may be legally entitled thereto; and if there is a deficiency, the Borrower shall be responsible for repayment
of the same, with interest. Upon demand by the Bank, the Borrower shall assemble the Collateral and make it available to the Bank
at a place designated by the Bank which is reasonably convenient to the Bank and the Borrower. The Borrower hereby acknowledges
that the Bank has extended credit and other financial accommodations to the Borrower upon reliance of the Borrower’s granting
the Bank the rights and remedies contained in this Agreement including without limitation the right to take immediate possession
of the Collateral upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND and
the Borrower hereby acknowledges that the Bank is entitled to equitable and injunctive relief to enforce any of its rights and
remedies hereunder or under the Code and the Borrower hereby waives any defense to such equitable or injunctive relief based upon
any allegation of the absence of irreparable harm to the Bank.


 




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The
Bank shall not be required to marshal any present or future security for (including but not limited to this Agreement and the
Collateral subject to the security interest created hereby), or guarantees of, the Obligations or any of them, or to resort to
such security or guarantees in any particular order; and all of its rights hereunder and in respect of such securities and guaranties
shall be cumulative and in addition to all other rights, however existing or arising. To the extent that it lawfully may do so,
the Borrower hereby agrees that it will not invoke and irrevocably waives the benefits of any law relating to the marshaling of
collateral which might cause delay in or impede the enforcement of the Bank’s rights under this Agreement or under any other
instrument evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations
is secured or guaranteed. Except as required by applicable law, the Bank shall have no duty as to the collection or protection
of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation
of any rights pertaining thereto beyond the safe custody thereof.


 


4.3
Power of Attorney. The Borrower hereby
irrevocably constitutes and appoints the Bank as the Borrower’s true and lawful attorney, with full power of substitution, at
the sole cost and expense of the Borrower but for the sole benefit of the Bank, upon the occurrence of an Event of Default or
after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation,
completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or
portions of the inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name
of the Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting,
defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed
to the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Bank has a security interest; to
notify Post Office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Bank
shall designate; to endorse the name of the Borrower in favor of the Bank upon any and all checks, drafts, money orders, notes,
acceptances or other instruments of the same or different nature; to sign and endorse the name of the Borrower on and to receive
as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse
receipts, or other documents of title of the same or different nature relating to the Collateral; to sign the name of the Borrower
on any notice of the Debtors or on verification of the Collateral; and to sign, if necessary, and file or record on behalf of
the Borrower any financing or other statement in order to perfect or protect the Bank’s security interest. The Bank shall
not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Bank elects to do any such
act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of
power, and it shall not be responsible to the Borrower except for its own gross negligence or willful misconduct. All powers conferred
upon the Bank by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of the Borrower
or any guarantor or surety to the Bank shall remain unpaid or the Bank is obligated under this Agreement to extend any credit
to the Borrower.


 


4.4
Nonexclusive Remedies. All of the Bank’s
rights and remedies not only under the provisions of this Agreement but also under any other agreement or transaction shall be
cumulative and not alternative or exclusive, and may be exercised by the Bank at such time or times and in such order of preference
as the Bank in its sole discretion may determine.


 




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5.
MISCELLANEOUS


 


5.1
Costs and Expenses. the Borrower shall
pay to the Bank on demand any and all costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements,
court costs, litigation and other expenses) incurred or paid by the Bank in establishing, maintaining, protecting or enforcing
any of the Bank’s rights or the Obligations, including, without limitation, any and all such costs and expenses incurred
or paid by the Bank in defending the Bank’s security interest in, title or right to the Collateral or in collecting or attempting
to collect or enforcing or attempting to enforce payment of the Obligations.


 


5.2
Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall be an original, but all of which shall constitute but one agreement.


 


5.3
Severability. If any provision of this
Agreement or portion of such provision or the application thereof to any person or circumstance shall to any extent be held invalid
or unenforceable, the remainder of this Agreement (or the remainder of such provision) and the application thereof to other persons
or circumstances shall not be affected thereby.


 


5.4
Complete Agreement. This Agreement and
the other Loan Documents constitute the entire agreement and understanding between and among the parties hereto relating to the
subject matter hereof, and supersedes all prior proposals, negotiations, agreements and understandings among the parties hereto
with respect to such subject matter.


 


5.5
Binding Effect of Agreement. This Agreement
shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, legal representatives, successors
and assigns of the parties hereto, and shall remain in full force and effect (and the Bank shall be entitled to rely thereon)
until released in writing by the Bank. Notwithstanding any such termination, the Bank shall have a security interest in all Collateral
to secure the payment and performance of Obligations arising after such termination as a result of commitments or undertakings
made or entered into by the Bank prior to such termination. The Bank may transfer and assign this Agreement and deliver the Collateral
to the assignee, who shall thereupon have all of the rights of the Bank; and the Bank shall then be relieved and discharged of
any responsibility or liability with respect to this Agreement and the Collateral. The Borrower may not assign or transfer any
of its rights or obligations under this Agreement. Except as expressly provided herein or in the other Loan Documents, nothing,
expressed or implied, is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or
liabilities under or by reason of this Agreement or the other Loan Documents.


 


5.6
Further Assurances. Borrower will from
time to time execute and deliver to Bank such documents, and take or cause to be taken, all such other or further action, as Bank
may request in order to effect and confirm or vest more securely in Bank all rights contemplated by this Agreement and the other
Loan Documents (including, without limitation, to correct clerical errors) or to vest more fully in or assure to the Bank the
security interest in the Collateral granted to the Bank by this Agreement or to comply with applicable statute or law and to facilitate
the collection of the Collateral (including, without limitation, the execution of stock transfer orders and stock powers, endorsement
of promissory notes and instruments and notifications to obligors on the Collateral). To the extent permitted by applicable law,
Borrower authorizes the Bank to file financing statements, continuation statements or amendments, and any such financing statements,
continuation statements or amendments may be filed at any time in any jurisdiction. Bank may at any time and from time to time
file financing statements, continuation statements and amendments thereto which contain any information required by the Code for
the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether
Borrower is an organization, the type of organization and any organization identification number issued to Borrower. Borrower
agrees to furnish any such information to Bank promptly upon request. In addition, Borrower shall at any time and from time to
time take such steps as Bank may reasonably request for Bank (i) to obtain an acknowledgment, in form and substance satisfactory
to Bank, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for Bank, (ii) to obtain
“control” (as defined in the Code) of any Collateral comprised of deposit accounts, electronic chattel paper, letter
of credit rights or investment property, with any agreements establishing control to be in form and substance satisfactory to
Bank, and (iii) otherwise to insure the continued perfection and priority of Bank’s security interest in any of the Collateral
and the preservation of its rights therein. Borrower hereby constitutes Bank its attorney-in-fact to execute, if necessary, and
file all filings required or so requested for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed;
and such power, being coupled with an interest, shall be irrevocable until this Agreement terminates in accordance with its terms,
all Obligations are irrevocably paid in full and the Collateral is released.


 




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5.7
Amendments and Waivers. This Agreement
may be amended and Borrower may take any action herein prohibited, or omit to perform any act herein required to be performed
by it, if Borrower shall obtain the Bank’s prior written consent to each such amendment, action or omission to act. No course
of dealing and no delay or omission on the part of Bank in exercising any right hereunder shall operate as a waiver of such right
or any other right and waiver on any one or more occasions shall not be construed as a bar to or waiver of any right or remedy
of Bank on any future occasion.


 


5.8
Terms of Agreement. This Agreement shall
continue in full force and effect so long as any Obligations or obligation of Borrower to Bank shall be outstanding, or the Bank
shall have any obligation to extend any financial accommodation hereunder, and is supplementary to each and every other agreement
between Borrower and Bank and shall not be so construed as to limit or otherwise derogate from any of the rights or remedies of
Bank or any of the liabilities, obligations or undertakings of Borrower under any such agreement, nor shall any contemporaneous
or subsequent agreement between Borrower and the Bank be construed to limit or otherwise derogate from any of the rights or remedies
of Bank or any of the liabilities, obligations or undertakings of Borrower hereunder, unless such other agreement specifically
refers to this Agreement and expressly so provides.


 


5.9
Notices. Any notice under or pursuant
to this Agreement shall be a signed writing or other authenticated record (within the meaning of Article 9 of the Code). Any notices
under or pursuant to this Agreement shall be deemed duly received and effective if delivered in hand to any officer or agent of
the Borrower or Bank, or if mailed by registered or certified mail, return receipt requested, addressed to the Borrower or Bank
at the address set forth in this Agreement or as any party may from time to time designate by written notice to the other party.


 


5.10
Governing Law. This Agreement shall be
governed by federal law applicable to the Bank and, to the extent not preempted by federal law, the laws of the State of New York.


 


5.11
Reproductions. This Agreement and all
documents which have been or may be hereinafter furnished by Borrower to the Bank may be reproduced by the Bank by any photographic,
photostatic, microfilm, xerographic or similar process, and any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction
was made in the regular course of business).


 


5.12
Jurisdiction and Venue. Borrower irrevocably
submits to the nonexclusive jurisdiction of any Federal or state court sitting in New York, over any suit, action or proceeding
arising out of or relating to this Agreement. Borrower irrevocably waives, to the fullest extent it may effectively do so under
applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought
in any such court and any claim that the same has been brought in an inconvenient forum. Borrower hereby consents to any and all
process which may be served in any such suit, action or proceeding, (i) by mailing a copy thereof by registered and certified
mail, postage prepaid, return receipt requested, to the Borrower’s address shown in this Agreement or as notified to the Bank
and (ii) by serving the same upon the Borrower in any other manner otherwise permitted by law, and agrees that such service shall
in every respect be deemed effective service upon Borrower.


 


5.13
JURY WAIVER. THE BORROWER AND BANK
EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND
ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, THE OBLIGATIONS, ALL MATTERS CONTEMPLATED
HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION
IN WHICH A JURY TRIAL CANNOT BE, OR HAS NOT BEEN, WAIVED. THE BORROWER CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS REPRESENTATIVES,
AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO
ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.


 




    	 	9	 



    	 



    

 


Executed
as of __________, 2017.


 


	 	Borrower:
	 	Premier
    Packaging Corporation
	 	 	 
	 	By:	      
	 	 	Robert
    B. Bzdick, Chief Executive Officer


 


Accepted:
Citizens Bank, N.A.


 


	By:	 	 
	Name:	Douglas
Dandurand	 
	Title:	Vice
President	 


 




    	 	10	 



    	 



    

 


LOSS
PAYMENT ENDORSEMENT


 


Endorsement
to be attached to and made a part of policy No._________________, dated
of the (Insurance Company) issued to Premier Packaging Corporation, herein called the named insured.


 


Loss,
if any, under this policy shall be payable to Citizens Bank, N.A. (the “Lender”), with a principal place of business
at 833 Broadway, Albany, New York, as lender, pledgee, mortgagee, lienor, security interest holder, entruster, owner or in any
other capacity in which it holds an insurable interest, as its interest may appear. It is understood that the Lender now has or
will acquire, from time to time hereafter, an insurable interest in property insured under this policy, which interest will be
established by written evidence, including without limitation warehouse receipts, bills of lading, assignments, mortgages, pledges,
factoring agreements, accounts receivable financing agreements, security interest agreements, factors lien agreements, other agreements
or documents, financing statements, trust receipts or records maintained by the Lender.


 


This
insurance, solely as to the interest of the Lender therein, shall not be impaired or invalidated, in whole or in part, by reason
of any act or neglect of the named insured or any subsequent owner of any of the property insured under this policy, or by any
change in the title of ownership of such property, or by the occupation of the premises wherein such property is located or by
any breach of or failure to comply with any warranty or condition of the policy over which the Lender has no control. This policy
shall not be canceled or materially changed as to the interest of the Lender, unless at least Ten (10) days (or in case of war
risk coverage, at least two days) prior written notice of such cancellation or change has been given to the Lender. The Lender
shall have the right, but only if it so elects, to pay any premium which may be or become due under this policy; but shall not,
in any event, have the obligation to do so or any obligation or liability therefor. All other terms and conditions of the policy
to which this endorsement is attached and of which it is a part remain unchanged. This endorsement cannot be changed or terminated
orally.


 


	___________________________	 	___________________________	 
	Date	 	Insurance
    Company