Contract analysis

1. Reference to Credit Agreement and Existing Indebtedness Reference is hereby made to the Credit Agreement dated as of March 15, 2018 (as defined above), by and among Cardinal Peak Industries, Inc., as Borrower, and Velthorn Merchant Bank, N.A. ("Velthorn"), as Lender and Administrative Agent. Pursuant to the Credit Agreement, Velthorn extended to CPI a senior secured term loan facility in an original aggregate prin

2. Payoff Amount Based upon Velthorn's records as of the close of business on June 26, 2024, the aggregate amount necessary to satisfy and discharge in full all Obligations of CPI under the Credit Agreement (the "Payoff Amount") is as follows: 2.1 Outstanding Principal Balance The outstanding principal balance of the Term Loan as of June 26, 2024, is: $87,400,000.00 2.2 Accrued and Unpaid Interest Accrued and unpaid

3. Wire Transfer Instructions The Payoff Amount must be remitted by federal funds wire transfer in immediately available, same-day federal funds to the following account: IMPORTANT: Funds must be received in immediately available, same-day federal funds. Cashier's checks, certified checks, or other forms of payment are not acceptable and will not be deemed to constitute payment of the Payoff Amount for purposes of th

4. Release of Liens and UCC Termination Statements Velthorn Merchant Bank, N.A. hereby confirms that, upon receipt and final clearance of the full Payoff Amount in immediately available funds in accordance with the terms of this Payoff Letter: (a) Release of All Liens and Security Interests. Velthorn shall release, and hereby agrees to release, all liens, security interests, mortgages, pledges, assignments, and encum

5. Reservation of Rights 5.1 This Payoff Letter supersedes and replaces in their entirety any and all prior payoff quotations, payoff estimates, or other communications issued by Velthorn or any of its officers, employees, agents, or representatives with respect to the payoff of the Obligations. 5.2 Except as expressly set forth herein, nothing in this Payoff Letter shall constitute a waiver, modification, or amendme

6. Reliance; Acknowledgment and Countersignature This Payoff Letter is delivered for the benefit of, and may be relied upon by, the Borrower, the Buyer, and their respective counsel, advisors, and agents, including, without limitation, Calderwood & Harkness LLP, as counsel to the Buyer, and any title company or lender providing financing in connection with the Transaction. Velthorn requests that CPI acknowledge and c

1. Background and Purpose This memorandum summarizes the status of UCC-3 termination filings made by Calderwood & Harkness LLP on behalf of Velthorn Merchant Bank, N.A. ("Velthorn") in connection with the payoff and discharge of the existing senior secured indebtedness of Cardinal Peak Industries, Inc. ("CPI") under that certain Credit Agreement dated as of March 15, 2018, as amended (the "Credit Agreement"), between

2. UCC-1 Financing Statements on File Based on UCC lien searches conducted by Penrose Software on June 10, 2024, and updated on June 24, 2024, the following UCC-1 financing statements are currently on file against CPI in favor of Velthorn: The Delaware filing is the primary UCC-1 financing statement. CPI is organized under the laws of the State of Delaware, and accordingly the Delaware Secretary of State is the prope

3. UCC-3 Termination Statements Filed On June 28, 2024, Calderwood & Harkness LLP filed UCC-3 termination statements with both the Delaware Secretary of State and the Tennessee Secretary of State, referencing and terminating each of the UCC-1 financing statements identified in Section 2 above. The following table summarizes the termination filings: Both termination filings were submitted electronically through the re

4. Confirmation of Authorization As noted above, Velthorn Merchant Bank, N.A. expressly authorized Calderwood & Harkness LLP to file UCC-3 termination statements on Velthorn's behalf in Section 4(c) of the Payoff Letter dated June 26, 2024. Specifically, the Payoff Letter provides: "Velthorn hereby authorizes Calderwood & Harkness LLP, as counsel to the Buyer, to prepare, execute (to the extent permitted by applicabl

5. Coordination with Closing The following coordination steps have been taken or are in process in connection with the Velthorn payoff and lien releases: (a) Funds Flow. The Payoff Amount of $87,753,941.50 (assuming closing on June 30, 2024) will be wired directly from the closing escrow account to Velthorn in accordance with the wire instructions set forth in Section 3 of the Payoff Letter and as reflected in line i

6. Post-Closing Follow-Up The following post-closing steps should be completed promptly following the Closing Date: (a) Confirmation of Payoff Receipt. Following the remittance of the Payoff Amount on the Closing Date, confirm with Velthorn (Margaret Chen, SVP, Loan Administration) that the full Payoff Amount has been received in immediately available funds and that all Obligations of CPI under the Credit Agreement a

7. Attachments / Exhibits The following exhibits are attached to this memorandum and incorporated herein by reference: Exhibit A: Copy of UCC-3 Termination Statement filed with the Delaware Secretary of State — Filing Confirmation dated June 28, 2024 (Filing No. 2024-3891047, terminating original UCC-1 Filing No. 2018-1547832) Exhibit B: Copy of UCC-3 Termination Statement filed with the Tennessee Secretary of State