Contract analysis

1. Commitment Pinnacle River hereby irrevocably commits, subject to the terms and conditions of this Commitment Letter, to contribute, or cause to be contributed, to Buyer (or, at the Fund's election, to Parent, CPS Holdings, Inc., for further equity contribution to Buyer) aggregate equity in the amount of Fifty-Six Million Dollars ($56,000,000) (the "Equity Commitment"). The Equity Commitment represents the maximum

2. Purpose and Use of Proceeds The Equity Commitment shall be used solely for the following purposes in connection with the Acquisition, and for no other purpose whatsoever: (a) Closing Cash Consideration. Payment of a portion of the aggregate closing cash consideration payable to Seller pursuant to the Acquisition Agreement; (b) Transaction Expenses. Funding of Buyer's share of transaction expenses incurred in conne

3. Conditions to Funding The obligation of Pinnacle River to fund the Equity Commitment is subject to the satisfaction (or waiver by Pinnacle River in its sole discretion) of each of the following conditions precedent: (a) Execution of Acquisition Agreement. The Acquisition Agreement shall have been duly executed and delivered by all parties thereto, in form and substance satisfactory to Pinnacle River, and shall be

4. Limited Guarantee Concurrently with the execution and delivery of this Commitment Letter, the Fund is providing a Limited Guarantee, dated as of the date hereof (the "Limited Guarantee"), in favor of Seller, guaranteeing certain payment obligations of Buyer under the Acquisition Agreement, including, without limitation, the Reverse Termination Fee, if any, payable by Buyer to Seller upon certain terminations of th

5. No Third-Party Beneficiaries This Commitment Letter is entered into solely for the benefit of Buyer (and Parent, as the indirect parent of Buyer) and may not be relied upon or enforced by any other Person, including, without limitation, Seller, the Escrow Agent, Ironclad National Bank, N.A., Keystone Mutual Assurance Company, or any other party to the Acquisition Agreement or any ancillary agreement. No Person oth

6. No Modification or Assignment This Commitment Letter may not be amended, modified, supplemented, restated, or waived, in whole or in part, except by a written instrument duly executed by Pinnacle River (acting through the General Partner) and Buyer. No course of dealing between the parties and no delay or omission on the part of any party in exercising any right or remedy hereunder shall operate as a waiver thereo

7. Termination This Commitment Letter shall terminate automatically, without any further action or notice by any party, upon the earliest to occur of the following: (a) the Closing, upon the funding of the Equity Commitment in full in accordance with the terms hereof; (b) the valid termination of the Acquisition Agreement in accordance with its terms (including, without limitation, pursuant to Section 10.1 thereof);

8. Representations and Warranties of Pinnacle River Pinnacle River hereby represents and warrants to Buyer, as of the date hereof and as of the date of funding of the Equity Commitment, as follows: (a) Organization and Good Standing. Pinnacle River Capital Partners, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Fund's principal office i

9. Confidentiality This Commitment Letter, including the terms and conditions hereof, and all information exchanged between the parties in connection herewith, are strictly confidential and shall not be disclosed, in whole or in part, to any Person other than Buyer, Parent, and their respective directors, officers, employees, members, managers, equityholders, and professional advisors (including Calderwood & Harkness

10. Governing Law; Jurisdiction This Commitment Letter and all claims, controversies, disputes, and causes of action (whether at law, in equity, in contract, in tort, or otherwise) arising out of, relating to, or in connection with this Commitment Letter, the negotiation, execution, delivery, performance, or enforcement hereof, or the transactions contemplated hereby, shall be governed by and construed in accordance

11. Counterparts; Electronic Execution This Commitment Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Commitment Letter by portable document format (.pdf) or other electronic transmission (including DocuSign, Ashford Health IT, or any other electronic signa