Contract analysis

I. EXECUTIVE SUMMARY This memorandum presents the findings of Calderwood & Harkness LLP ("C&H") from its intellectual property due diligence review of Lakewood Regional Health Partners, LLC ("LRHP" or "Lakewood") conducted in connection with the proposed acquisition of substantially all of Lakewood's assets by Crestline Packaging Solutions LLC ("Crestline" or "CPS"), a portfolio company of Pinnacle River Capital Part

1. Confirmatory IP assignments from Dr. Raymond Alcott and Dr. Nadia Petrosian regarding proprietary clinical protocols and individually developed intellectual property;

2. Written consent from Clearpath Health Systems, Inc. for assignment of Enterprise EHR License Agreement No. CP-ENT-2022-0487;

3. Transfer of domain name registrations currently held in Dr. Alcott's personal name to the Lakewood entity, followed by assignment to Crestline at Closing;

4. Coordination of telephone number porting and CMS re-enrollment filings;

5. HIPAA-compliant patient notification planning for the transfer of protected health information in connection with the asset sale; and

6. Confirmation that all UCC security interests encumbering IP assets of Lakewood are released at or prior to Closing. Note on Scope. Our review was based on materials produced in the virtual data room maintained by Whitfield, Ames & Greer LLP ("WAG" or "Seller's Counsel," with Catherine Greer serving as Lead Partner), management representations and interview responses provided by Dr. Raymond Alcott (Co-Managing Memb

II. SCOPE AND METHODOLOGY A. Overview of Review Process Our due diligence review was conducted over the period from April 28, 2025 through June 2, 2025, and encompassed the following principal activities: (i) Virtual Data Room Review. We conducted a comprehensive review of documents and records uploaded to the Thackeray Solutions virtual data room (Project Ridgeline) maintained by Seller's Counsel. The data room was

III. TRADE NAMES AND SERVICE MARKS A. "Lakewood Regional Health Partners" Trade Name Formation and Registration History. Lakewood Regional Health Partners, LLC was formed as a New York limited liability company on March 12, 2014, by filing its Articles of Organization with the New York Department of State. The entity's Employer Identification Number is 46-5183294. The name "Lakewood Regional Health Partners" has been

IV. DOMAIN NAMES A. Inventory of Registered Domains Based on our review of WHOIS records, registrar account statements, and management representations, the following domain names are owned or controlled by Lakewood: *Denotes domains registered to Dr. Raymond Alcott individually rather than to the Lakewood entity. The primary domain used for Lakewood's patient-facing website is lakewoodregionalhealth.com, which is pro

V. TELEPHONE NUMBERS AND FAX LINES We reviewed the telephone number and fax line inventory provided by Ms. Unger (Data Room Document No. 7-022) and confirmed the information against carrier account records and CMS enrollment data where available. Lakewood maintains a total of thirty-four (34) telephone numbers and eleven (11) fax lines across its eleven clinic locations, in addition to two (2) toll-free numbers used

VI. PATIENT DATABASE AND HEALTH RECORDS A. Description of Database Assets Lakewood maintains a comprehensive electronic patient database as part of its clinical operations. The practice employs approximately 410 full-time equivalent staff supporting approximately 38 physicians and 24 nurse practitioners and physician assistants across its eleven clinic locations. Based on Lakewood's trailing twelve-month ("TTM") net

VII. PROPRIETARY CLINICAL PROTOCOLS A. Identification and Description Lakewood has developed a portfolio of proprietary clinical protocols, care pathways, treatment algorithms, and clinical decision-support tools that guide clinical practice across its eleven locations and multiple specialties. Based on our review of Data Room Document Nos. 7-031 through 7-048 and the management interviews, we have identified the fol

VIII. THIRD-PARTY IP LICENSES — INBOUND A. Clearpath Health Systems EHR License Overview. Lakewood's clinical operations are centered on the electronic health record platform provided by Clearpath Health Systems, Inc. ("Clearpath"), a healthcare IT company based in Madison, Wisconsin. The relationship is governed by Enterprise License Agreement No. CP-ENT-2022-0487, dated March 1, 2022 (the "Clearpath License" or "EH