Contract analysis

1. Transaction Overview CPS is acquiring substantially all of the assets of AVP for an aggregate purchase price of $180,000,000 (the "Purchase Price"), subject to customary post-closing adjustments for working capital, indebtedness, cash, and transaction expenses as set forth in the APA. The transaction is structured as an asset purchase and is governed by the laws of the State of New York without regard to conflict

2. Sources and Uses of Funds The acquisition will be financed through the following sources and applied to the following uses: Sources of Funds Uses of Funds The proceeds of the Incremental Term Loan, together with the equity contribution from the Sponsor, will be applied to fund the following uses: (a) Net Purchase Price payable to Seller — the aggregate Purchase Price of $180,000,000, less the Escrow Amount (descri

3. Status of Conditions Precedent to Funding Set forth below is a condition-by-condition summary of the status of each of the conditions precedent to the funding of the Incremental Term Loan, as specified in the Incremental Amendment and the Existing Credit Agreement. 3.1 Execution of the Acquisition Agreement The APA was duly executed and delivered on June 15, 2025 by CPS, as Buyer, and AVP, as Seller. The APA sets

4. Request for Funding Based on the foregoing, and subject to the satisfaction or waiver of any remaining conditions precedent at or prior to the Closing Date, CPS hereby formally requests that Pinnacle National Bank, N.A., as Administrative Agent, cause the funding of the $130,000,000 Incremental Term Loan on July 31, 2025 (the anticipated Closing Date) in accordance with the terms and conditions of the Incremental

5. Enclosed and Accompanying Documents The following documents are enclosed with this letter or will be delivered to the Administrative Agent at or prior to the Closing Date, as indicated:

1. Certified copy of the executed Asset Purchase Agreement dated June 15, 2025 (enclosed herewith);

2. Executed Amendment No. 3 to the Existing Credit Agreement (Incremental Amendment) (enclosed herewith);

3. Perfection Certificate (enclosed herewith);

4. Draft Legal Opinion of Calderwood & Harkness LLP (enclosed herewith; final opinion to be delivered at closing on the Closing Date);

5. Officer's Certificate of CPS (to be delivered at closing on the Closing Date);

6. Secretary's Certificate of CPS, with all attachments thereto, including Certificate of Formation, Operating Agreement, resolutions, and incumbency certificate (to be delivered at closing on the Closing Date);

7. Closing Funds Flow Memorandum (to be circulated to the Administrative Agent no later than two (2) business days prior to the Closing Date);

8. Evidence of binding of the representations and warranties insurance policy with Northbridge Specialty Insurance Company (Policy No. NSW-2025-07812), including binder and final policy form (enclosed herewith); and

9. Evidence of the Equity Commitment Letter of Ridgeway Capital Partners Fund III, LP, dated April 22, 2025 (enclosed herewith). Please advise if additional copies or any supplemental documentation is required.

6. Contact Information and Closing Remarks Should you have any questions regarding the foregoing, require any additional documentation, or wish to discuss any open items or outstanding diligence requirements in connection with the closing or the funding of the Incremental Term Loan, please do not hesitate to contact us. The primary contacts at Calderwood & Harkness LLP for this matter are: Harrison Wexford, Partner C