Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the real estate due diligence findings for all eleven clinic locations operated by Lakewood Regional Health Partners, LLC ("Lakewood," "LRHP," or "Seller") in connection with the proposed acquisition by Crestline Packaging Solutions LLC ("Crestline," "CPS," or "Buyer") of substantially all of the assets of Lakewood pursuant to that certain Asset Purc

II. Scope and Methodology Documents Reviewed. In connection with the preparation of this memorandum, Calderwood & Harkness LLP has reviewed, or caused to be reviewed, the following categories of documents and materials: • Recorded deeds for both owned properties (Rochester Main and Syracuse); • Title commitments issued by Apex Title & Escrow Services, LLC ("Apex Title") (Denise Kowalski, Escrow Officer) for both owne

1. Final Phase I ESA reports for four clinic locations (Utica, Ithaca, Scranton, and Towanda);

2. Updated ALTA/NSPS surveys for both owned properties (ordered but not yet received);

3. Landlord estoppel certificates for five of the nine leased locations (Brighton, Utica, Albany, Wilkes-Barre, and Towanda);

4. Zoning compliance letters from the City of Syracuse (for the owned Syracuse property) and from the municipalities of Ithaca and Towanda (for the leased locations in those jurisdictions);

5. Copies of certificates of occupancy for the Scranton and Towanda leased locations; and

6. Lakewood's responses to supplemental due diligence requests RE-041 through RE-047. Our conclusions and recommendations are subject to modification upon receipt and review of these outstanding items. We will provide supplemental updates to the deal team as additional materials are received.

III. Owned Real Property A. Overview Lakewood Regional Health Partners, LLC holds fee simple title to two parcels of real property, both located in the State of New York. These properties constitute a significant portion of Lakewood's operational footprint, as the Rochester Main facility serves as Lakewood's principal office, headquarters, and primary clinic, while the Syracuse facility is one of its higher-volume cl

1. Title Review Apex Title & Escrow Services, LLC issued Title Commitment No. ATES-2025-NY-07821 on May 22, 2025, for the Rochester Main property (the "Rochester Title Commitment"). The Rochester Title Commitment identifies Lakewood Regional Health Partners, LLC as the current fee simple owner of the property, as vested by Bargain and Sale Deed recorded in the Monroe County Clerk's Office on March 14, 2016, in Liber

2. Survey Matters An existing ALTA/NSPS land title survey of the Rochester Main property was prepared by Tavrenis Land Surveying, P.C., dated September 8, 2016 (the "2016 Rochester Survey"). The 2016 Rochester Survey depicts a 1.47-acre parcel improved with a two-story commercial building of approximately 28,500 square feet, together with a paved parking lot containing approximately 112 parking spaces, associated lan

3. Zoning and Land Use Compliance The Rochester Main property is located within the C-2 (Community Commercial) zoning district of the City of Rochester, New York, as classified under the Rochester City Zoning Code (Chapter 120). Outpatient medical clinics and diagnostic and treatment centers are a permitted use within the C-2 district, subject to compliance with applicable site development standards, including buildi

4. Tax Assessment and Real Property Taxes The Rochester Main property is currently assessed by the City of Rochester (Monroe County) at a total assessed value of $5,650,000 (land: $1,100,000; improvements: $4,550,000). The annual real property tax obligation for the current fiscal year (2024-2025) is approximately $148,500, inclusive of city, county, and school district taxes. Based on information provided by Lakewoo

5. Physical Condition and Capital Improvements The Rochester Main facility consists of a two-story commercial building originally constructed in 2001 and substantially renovated in 2016 in connection with Lakewood's acquisition. The building comprises approximately 28,500 square feet of combined clinical and administrative space, including examination rooms, diagnostic imaging suites, administrative offices, patient

1. Title Review Apex Title & Escrow Services, LLC issued Title Commitment No. ATES-2025-NY-07822 on May 22, 2025, for the Syracuse property (the "Syracuse Title Commitment"). The Syracuse Title Commitment identifies Lakewood Regional Health Partners, LLC as the current fee simple owner, as vested by Warranty Deed recorded in the Onondaga County Clerk's Office on July 22, 2014, in Book 5671, Page 188 (Instrument No. 2

2. Survey Matters An existing ALTA/NSPS land title survey was prepared by Northpoint Surveying Associates, PLLC, dated October 15, 2014 (the "2014 Syracuse Survey"). The 2014 Syracuse Survey depicts a 0.94-acre parcel improved with a single-story commercial building of approximately 18,200 square feet and a surface parking lot containing approximately 58 parking spaces. Key observations from the 2014 Syracuse Survey

3. Zoning and Land Use Compliance The Syracuse property is located within the LC-1 (Local Commercial) zoning district under the Syracuse Zoning Ordinance (Chapter 915, Revised General Ordinances). Medical offices and outpatient clinics are permitted uses within the LC-1 district. A Certificate of Occupancy (CO No. 2014-11278) was issued by the City of Syracuse Division of Code Enforcement on November 3, 2014, authori

4. Tax Assessment and Real Property Taxes The Syracuse property is currently assessed by the City of Syracuse (Onondaga County) at a total assessed value of $4,100,000 (land: $750,000; improvements: $3,350,000). The annual real property tax obligation for the current fiscal year (2024-2025) is approximately $122,400, inclusive of city, county, and school district taxes. All real property taxes for the Syracuse proper

5. Physical Condition and Capital Improvements The Syracuse facility is a single-story commercial building originally constructed in 1997 and renovated by a prior owner in 2008. The building comprises approximately 18,200 square feet of clinical space, including examination rooms, a CT imaging suite, laboratory space, and patient reception and waiting areas. The building is of masonry and steel-frame construction wit

6. OIG Inquiry Note We note that the Syracuse facility is the subject of a pending inquiry by the Office of Inspector General ("OIG") of the U.S. Department of Health and Human Services relating to alleged upcoding of certain office visits billed under CPT Code 99214. Lakewood management has estimated the potential financial exposure arising from this inquiry at between Three Hundred Fifty Thousand Dollars ($350,000)

IV. Leased Real Property A. Overview Lakewood Regional Health Partners, LLC occupies nine clinic locations pursuant to commercial lease agreements with third-party landlords. These leased facilities are situated across both New York (six locations) and Pennsylvania (three locations). The aggregate annual base rent payable under all nine leases is approximately Two Million Seven Hundred Forty Thousand Dollars ($2,740,

1. Brighton — 2480 Westfall Road, Brighton, NY 14618 Landlord: Westfall Professional Center, LLC. Notice Address: c/o Greystone Property Management, Inc., 100 Corporate Woods, Suite 450, Rochester, NY 14623. Lease Date and History: Original Lease dated April 15, 2017 (the "Brighton Lease"). First Amendment dated March 1, 2020 (extending term and adjusting rent). Second Amendment dated February 15, 2023 (expanding pre

2. Henrietta — 975 Jefferson Road, Suite 200, Henrietta, NY 14623 Landlord: Jefferson Commons Associates, LP. Notice Address: 200 Meridian Centre Boulevard, Suite 100, Rochester, NY 14618. Lease Date and History: Original Lease dated September 1, 2018 (the "Henrietta Lease"). No amendments. Premises: Approximately 7,500 square feet, comprising Suite 200 in a two-story professional office building. Current Annual Base

3. Utica — 1120 Oriskany Street West, Utica, NY 13502 Landlord: Mohawk Valley Medical Realty Trust. Notice Address: 400 Genesee Street, Suite 800, Utica, NY 13502. Lease Date and History: Original Lease dated January 1, 2019 (the "Utica Lease"). First Amendment dated July 1, 2022 (adjusting rent and extending term by two years). Premises: Approximately 6,200 square feet, comprising the entirety of a single-tenant med

4. Binghamtonhamton — 607 Riverside Drive, Binghamtonhamton, NY 13901 Landlord: Triple Cities Medical Properties, Inc. Notice Address: 50 Front Street, Suite 200, Binghamtonhamton, NY 13905. Lease Date and History: Original Lease dated March 1, 2019 (the "Binghamtonhamton Lease"). First Amendment dated March 1, 2024 (extending term by three years). Premises: Approximately 7,000 square feet, comprising Suite A and Sui

5. Ithaca — 340 Pine Tree Road, Suite 110, Ithaca, NY 14850 Landlord: Cayuga Lakeview Realty, LLC. Notice Address: 215 East Ashbury Asset Advisors, Suite 300, Ithaca, NY 14850. Lease Date and History: Original Lease dated August 1, 2020 (the "Ithaca Lease"). No amendments. Premises: Approximately 7,600 square feet, comprising Suite 110 in a multi-tenant professional/medical office building. Current Annual Base Rent:

6. Albany — 1575 Western Avenue, Albany, NY 12203 Landlord: Capital Region Medical Centre Associates, LLC. Notice Address: c/o LandMark Properties Group, Inc., 90 Ashbury Asset Advisors, Suite 1200, Albany, NY 12207. Lease Date and History: Original Lease dated November 1, 2017 (the "Albany Lease"). First Amendment dated October 15, 2020 (adjusting rent escalation and modifying permitted use clause). Second Amendment

7. Scranton — 809 Mulberry Street, Scranton, PA 18510 Landlord: Lackawanna Professional Realty, LLC. Notice Address: 321 Spruce Street, Suite 600, Scranton, PA 18503. Lease Date and History: Original Lease dated February 1, 2020 (the "Scranton Lease"). No amendments. Premises: Approximately 6,800 square feet, comprising Suite 101 in a single-story multi-tenant medical office building. Current Annual Base Rent: $285,0

8. Wilkes-Barre — 243 North River Street, Wilkes-Barre, PA 18702 Landlord: Wyoming Valley Office Properties, LP. Notice Address: P.O. Box 4100, Wilkes-Barre, PA 18765. Lease Date and History: Original Lease dated June 1, 2020 (the "Wilkes-Barre Lease"). First Amendment dated June 1, 2023 (extending term by four years). Premises: Approximately 6,400 square feet, comprising the ground floor of a two-story medical offic

9. Towanda — 115 Rummerfield Creek Road, Towanda, PA 18848 Landlord: Northern Tier Properties, Inc. Notice Address: 28 Main Street, Towanda, PA 18848. Lease Date and History: Original Lease dated April 1, 2021 (the "Towanda Lease"). No amendments. Premises: Approximately 5,800 square feet, comprising the entirety of a single-tenant medical office building. Current Annual Base Rent: $250,000 ($43.10 per square foot),

1. Brighton (Westfall Professional Center, LLC)

2. Binghamtonhamton (Triple Cities Medical Properties, Inc.)

3. Ithaca (Cayuga Lakeview Realty, LLC)

4. Scranton (Lackawanna Professional Realty, LLC)

5. Towanda (Northern Tier Properties, Inc.) These five leases present a moderate consent risk. Under applicable law, a landlord may not unreasonably withhold consent to an assignment where the lease so provides, and the proposed assignee (Buyer) is financially qualified and intends to use the premises for the permitted use. We anticipate that obtaining consent for these leases, while requiring time and documentation,

6. Utica (Mohawk Valley Medical Realty Trust)

7. Albany (Capital Region Medical Centre Associates, LLC) These two leases present elevated consent risk. The landlord in each case has the contractual right to withhold consent for any reason or no reason. Furthermore, the Utica Lease includes a recapture right that could result in the termination of the lease in the event of a proposed assignment. We recommend that Buyer's deal team initiate direct engagement with

8. Henrietta (Jefferson Commons Associates, LP) — no anti-assignment clause; notice only required

9. Wilkes-Barre (Wyoming Valley Office Properties, LP) — assignment permitted without consent in connection with asset sale, subject to financial capacity requirements and notice For these two leases, assignment may proceed upon satisfaction of the applicable notice and documentation requirements. No landlord consent solicitation is needed, but timely delivery of the required notices should be coordinated with the Cl

1. Initiate the landlord consent solicitation process for all seven leases in Categories I and II promptly following APA execution, with a target commencement date of June 16, 2025.

2. Prepare and circulate to all relevant landlords a consent request package including: (a) a cover letter requesting consent; (b) a summary of the Transaction; (c) financial information regarding Buyer (including Pinnacle River's sponsorship); and (d) a proposed form of consent letter.

3. For the Utica and Albany leases (Category II), consider direct outreach by Buyer's senior management or Pinnacle River's deal team to the landlords' principals to establish a constructive dialogue regarding consent.

4. Coordinate with Buyer's counsel regarding the APA provisions addressing the risk allocation for failure to obtain consents, including whether specific leases will be designated as Closing conditions versus post-Closing obligations. The estimated Closing Date of August 15, 2025 provides approximately sixty (60) days from the anticipated APA execution date, which is a compressed timeframe for obtaining consent at th

5. Confirm whether any consent fees, recapture rights, or rights of first refusal are triggered by the assignment. As noted above, the Utica Lease includes a recapture right, and the Albany Lease imposes a $5,000 consent fee. No other leases include consent fees, recapture rights, or rights of first refusal based on our review. D. Lease Assignment Mechanics Under the APA Under the APA, the nine lease agreements are i

Section 2.5(a)(vi) of the APA contemplates that Seller will deliver to Buyer at Closing an Assignment and Assumption of Leases for each leased location, in form and substance reasonably satisfactory to Buyer. Section 7.2(e) of the APA identifies the receipt of all Required Consents (as defined in the APA and set forth on the Schedule of Required Consents) as a condition to Buyer's obligation to c