Contract analysis

I. Introduction We write on behalf of our client, Crestline Packaging Solutions LLC ("Crestline" or "Buyer"), in connection with the proposed acquisition of substantially all of the assets of Lakewood Regional Health Partners, LLC ("Lakewood" or "Sellers"), Dr. Raymond Alcott, and Dr. Nadia Petrosian (together with Lakewood, the "Sellers") pursuant to the Asset Purchase Agreement currently under negotiation among the

II. Schedule 2.1(a) — Assumed Contracts (Completeness of Contracts List) The Draft Schedule 2.1(a) lists forty-seven (47) contracts proposed to be included as Assumed Contracts under the APA. Based on our review, and drawing on information obtained during management presentations and the preliminary data room review, this list appears to be incomplete in several material respects. We request that Sellers supplement S

III. Schedule 3.17 — Pending OIG Inquiry (Syracuse Facility) The Draft Schedule 3.17 (Litigation and Proceedings) includes a single-line entry referencing an inquiry by the Office of Inspector General of the U.S. Department of Health and Human Services ("OIG") relating to Lakewood's Syracuse facility (CMS Certification No. 33-7024). The entry reads, in its entirety: "OIG inquiry — Syracuse location — upcoding — pendi

IV. Schedule 3.10 — Real Property (Updated Lease Abstracts) The Draft Schedule 3.10 identifies two (2) owned properties and nine (9) leased properties comprising Lakewood's clinical and administrative locations. The two owned properties are: (i) Rochester Main facility, located at 450 East Ridge Road, Rochester, New York 14621, with an appraised value of $6,900,000 (appraisal by Harmon & Weeks Valuation Services date

V. Schedule 3.14 — Employee Benefit Plans The Draft Schedule 3.14 references several employee benefit plans maintained by Lakewood for the benefit of its workforce, which we understand comprises approximately 410 full-time equivalent employees, 38 employed or affiliated physicians, and 24 nurse practitioners and physician assistants. However, the Draft Schedule provides only plan names without any supporting document

VI. Schedule 3.4 — Consents and Approvals The contemplated transaction will require numerous third-party and governmental consents and approvals before the transfer of Lakewood's assets can be lawfully consummated and Crestline can operate the acquired facilities. The Draft Schedule 3.4 identifies only four (4) consent requirements, which is plainly incomplete given the scope and regulatory complexity of this transac

VII. Additional Requests In addition to the specific Disclosure Schedule items addressed above, we note the following additional diligence items that remain outstanding and must be addressed in Sellers' response: (a) Organizational Chart. We request a complete and current organizational chart of Lakewood Regional Health Partners, LLC, including the identification of all subsidiaries, joint ventures, affiliated entiti

VIII. Response Deadline and Closing We wish to reiterate the importance of receiving complete and substantive responses to each of the foregoing items on or before June 4, 2025. As you are aware, the June 16, 2025 APA execution target leaves limited time for review of supplemental materials, negotiation of any issues arising from the supplemented Disclosure Schedules, and finalization of the APA and ancillary documen