[sheet: Transaction Summary]

Field	Value
Transaction	Asset Purchase of substantially all assets of Lakewood Regional Health Partners, LLC
Buyer	Crestline Packaging Solutions LLC, a Delaware limited liability company (Columbus, OH)
Buyer Parent / Sponsor	CPS Holdings, Inc. (C-Corp, DE) / Pinnacle River Capital Partners, LP (Chicago, IL)
Seller — Co-Managing Member (60%)	Dr. Raymond Alcott
Seller — Co-Managing Member (40%) / Medical Director	Dr. Nadia Petrosian
Seller Entity	Lakewood Regional Health Partners, LLC, a New York limited liability company (Rochester, NY); EIN 46-5183294
Buyer EIN	83-2947561
Buyer Parent EIN	83-2940187
Sponsor EIN	36-7829415
Purchase Price	$140,000,000
Closing Cash Consideration	$119,000,000
Implied EBITDA Multiple	~8.7x (TTM Adj. EBITDA of $16,100,000 as of 3/31/2025)
Closing Date	August 15, 2025
APA Execution Date	June 16, 2025
Governing Agreement	Asset Purchase Agreement dated June 16, 2025
Buyer's Counsel	Calderwood & Harkness LLP (James Prentice, Responsible Partner) — 425 Lexington Avenue, 31st Floor, New York, NY 10017
Seller's Counsel	Whitfield, Ames & Greer LLP (Catherine Greer, Lead Partner) — 780 Third Avenue, 22nd Floor, New York, NY 10017
Senior Lender / Administrative Agent	Ironclad National Bank (Kenneth Boateng, SVP) — 301 South Tryon Street, Charlotte, NC 28202
Buyer's Financial Advisor	Ridgepoint Advisory Group, LLC (Priya Chandrasekaran, Managing Director) — 600 Madison Avenue, Suite 1800, New York, NY 10022
Seller's Investment Bank	Bellweather Partners LLP (Daniel Kerrigan, Partner) — 100 Federal Street, Suite 2400, Boston, MA 02110
Escrow Agent	Apex Title & Escrow Services, LLC (Denise Kowalski, Escrow Officer) — 1 Penn Plaza, Suite 4210, New York, NY 10119
R&W Insurer	Keystone Mutual Assurance Company (Sarah Ng, Underwriting Lead) — 140 Broadway, Suite 2800, New York, NY 10005
Insurance Broker	Northern Crest Insurance Brokers, LLC (Michael Torrance) — 1 Landmark Square, Suite 508, Stamford, CT 06901
Accounting / Tax Advisor (Buyer)	Hargrove & Whitaker LLP (Christine Nowak, CPA) — 1500 Market Street, Suite 3600, Philadelphia, PA 19102

Healthcare Regulatory Advisor	Marchand Healthcare Regulatory Advisors, LLC (Anne-Marie Marchand) — 1225 Eye Street NW, Suite 600, Washington, D.C. 20005
Benefits Consultant	Stonebridge Actuarial & Benefits Consulting, Inc. (Gregory Faulkner) — 50 State House Square, Hartford, CT 06103
Environmental Consultant	Clearfield Environmental Consultants, Inc. — 225 West Jefferson Street, Suite 400, Syracuse, NY 13202
Professional Liability / D&O Insurer (Tail)	Ridgeline Specialty Insurance Company — Chicago, IL
C&H Matter No.	1006-00008
Prepared By	Calderwood & Harkness LLP — Sandra Tung (Billing Partner), Derek Okonkwo (Lead Associate), Tiffany Rosenthal (Working Associate)
Date Prepared	August 14, 2025
NOTE	All wire transfers to be initiated on August 15, 2025. Sources must equal Uses. All amounts in USD.

[sheet: Sources & Uses]

Line Item

SOURCES OF FUNDS

Incremental Term Loan	Debt	Ironclad National Bank	$84,000,000	Per Amended Credit Agreement dated Sept. 17, 2021; Term SOFR + 425 bps, SOFR floor 0.50%; maturity Sept. 17, 2027; amortization 1.0% p.a. ($210,000/quarter)
Equity Contribution — Closing Cash	Equity	CPS Holdings, Inc. / Pinnacle River Capital Partners, LP	$35,000,000	Funded by Pinnacle River Fund IV (committed capital $2.6B); portion of $56M total equity commitment
Equity Contribution — Buyer Transaction Expenses	Equity	CPS Holdings, Inc. / Pinnacle River Capital Partners, LP	$7,079,000	Funded by Pinnacle River; balance of $56M equity commitment ($13,921,000) retained as reserves
TOTAL SOURCES	$126,079,000	Must equal Total Uses

USES OF FUNDS — PURCHASE PRICE

Indemnification Escrow Deposit	Escrow	Apex Title & Escrow Services, LLC	$35,000,000	25% × $140M Purchase Price; Indemnification Cap = $35M; General Reps survive 18 months (exp. Feb. 15, 2027); Fundamental Reps survive 36 months (exp. Aug. 15, 2028)
Purchase Price Adjustment Escrow Deposit	Escrow	Apex Title & Escrow Services, LLC	$3,500,000	2.5% × $140M; Working Capital Target $6.2M; Collar ±$500K; True-Up Deadline Nov. 13, 2025 (Closing + 90 days)
Net Cash to Seller (Gross — before Seller expense deductions)	Seller Proceeds	Seller Members (see Waterfall)	$80,500,000	$119M less escrows; see Seller Proceeds Waterfall sheet for allocation
Subtotal — Purchase Price Uses	$119,000,000	Equals Closing Cash Consideration

USES OF FUNDS — BUYER TRANSACTION EXPENSES

Calderwood & Harkness LLP — Legal Fees	Legal	Buyer	$2,150,000	Buyer's Counsel; engagement opened May 1, 2025
Ridgepoint Advisory Group, LLC — Financial Advisory Fee	Advisory	Buyer	$1,050,000	Buyer's Financial Advisor
Hargrove & Whitaker LLP — Accounting & Tax Advisory	Accounting	Buyer	$475,000	Buyer's Accounting/Tax Advisor
Keystone Mutual Assurance Company — R&W Insurance Premium	Insurance	Buyer	$980,000	R&W Policy Limit $35M (25% × PP); Retention $2.1M (1.5% × PP); Premium ~2.8% × $35M
Ironclad National Bank — Financing Fees	Financing	Buyer	$1,260,000	1.5% × $84M Incremental Term Loan
Ridgeline Specialty Insurance Company — Tail Professional Liability Premium	Insurance	Buyer	$475,000	3-year extended reporting period
Ridgeline Specialty Insurance Company — D&O Tail Premium	Insurance	Buyer	$120,000	3-year tail policy
Stonebridge Actuarial & Benefits Consulting, Inc. — Benefits Consulting	Consulting	Buyer	$125,000	Benefits diligence; ~410 FTEs, 401(k) plan admin by Grandview Retirement Services
Clearfield Environmental Consultants, Inc. — Environmental Assessment	Consulting	Buyer	$85,000	Phase I/II environmental assessment; owned properties appraised at $11.8M
Marchand Healthcare Regulatory Advisors, LLC — Regulatory Advisory	Consulting	Buyer	$150,000	Healthcare regulatory diligence; NY DOH and PA DOH filings
Apex Title & Escrow Services, LLC — Escrow Agent Fees	Administrative	Buyer	$75,000	Escrow agent services for both escrow accounts
Northern Crest Insurance Brokers, LLC — Insurance Brokerage Fee	Insurance	Buyer	$75,000	R&W policy placement
Buyer's Share of Transfer Taxes	Tax	Buyer	$59,000	50% of estimated $118,000 total transfer taxes
Subtotal — Buyer Transaction Expenses	$7,079,000	Funded from Pinnacle River equity contribution

USES OF FUNDS — SELLER TRANSACTION EXPENSES (deducted from Seller Gross Proceeds)

Bellweather Partners LLP — Success / Advisory Fee	Advisory	Seller	$2,800,000	2% × $140M Purchase Price; Seller's Investment Bank
Whitfield, Ames & Greer LLP — Legal Fees	Legal	Seller	$500,000	Seller's Counsel
Seller's Share of Transfer Taxes	Tax	Seller	$59,000	50% of estimated $118,000 total transfer taxes
Subtotal — Seller Transaction Expenses	$3,359,000	Deducted from Seller's $80.5M gross proceeds; see Waterfall
TOTAL USES	$126,079,000	Must equal Total Sources
BALANCE CHECK (Sources − Uses)	$0	BALANCED

[sheet: Seller Proceeds Waterfall]

Line Item	Amount	Recipient	Notes
Purchase Price	$140,000,000	Fixed deal value
Less: Assumed Liabilities (non-cash consideration)	($21,000,000)	Imaging equipment leases ($2,870,000 — Marlowe Asset Management MEF), accrued PTO ($1,340,000), and other assumed liabilities per APA schedules
Closing Cash Consideration	$119,000,000	Cash paid at Closing
Less: Indemnification Escrow	($35,000,000)	Apex Title & Escrow Services, LLC	25% of Purchase Price; De Minimis $75K/claim; Mini-Basket (tipping) $700K (0.5% × PP)
Less: Purchase Price Adjustment Escrow	($3,500,000)	Apex Title & Escrow Services, LLC	2.5% of Purchase Price; WC Target $6.2M; Collar ±$500K
Gross Cash to Seller	$80,500,000	Available for seller distributions and seller expenses

SELLER TRANSACTION EXPENSE DEDUCTIONS

Less: Bellweather Partners LLP — Success Fee	($2,800,000)	Bellweather Partners LLP	2% × $140M; 100 Federal Street, Suite 2400, Boston, MA 02110
Less: Whitfield, Ames & Greer LLP — Legal Fees	($500,000)	Whitfield, Ames & Greer LLP	780 Third Avenue, 22nd Floor, New York, NY 10017
Less: Seller's Share of Transfer Taxes	($59,000)	Applicable Taxing Authorities	50% of $118,000 total estimated transfer taxes
Total Seller Expense Deductions	($3,359,000)
NET CASH TO SELLER MEMBER ACCOUNTS	$77,141,000	Distributed per LLC ownership percentages
Dr. Raymond Alcott (60%)	$46,284,600	Dr. Raymond Alcott	Co-Managing Member; 14 Tobey Trail, Pittsford, NY 14534; Consulting Agreement: $450,000/yr for 2 years post-closing
Dr. Nadia Petrosian (40%)	$30,856,400	Dr. Nadia Petrosian	Co-Managing Member / Medical Director; 2801 Elmwood Avenue, Brighton, NY 14618; Consulting Agreement: $375,000/yr for 2 years post-closing
Total Net Cash to Seller Members	$77,141,000	Must equal Gross Cash to Seller less Seller Expense Deductions
VERIFICATION	$0	Gross Cash to Seller ($80,500,000) − Seller Expenses ($3,359,000) − Net to Members ($77,141,000) = $0

[sheet: Wire Transfer Schedule]

Wire No.

INCOMING WIRES — SOURCES

W-01	1 — Fund First	Ironclad National Bank	Crestline Packaging Solutions LLC — Closing Account	Incremental Term Loan proceeds per Amended Credit Agreement (Sept. 17, 2021); co-terminus maturity Sept. 17, 2027	$84,000,000	WI-01	Pending
W-02	1 — Fund First	CPS Holdings, Inc. (funded by Pinnacle River Capital Partners, LP — Fund IV)	Crestline Packaging Solutions LLC — Closing Account	Equity contribution: $35,000,000 closing cash + $7,079,000 buyer transaction expenses	$42,079,000	WI-01	Pending
TOTAL INCOMING	$126,079,000

OUTGOING WIRES — PURCHASE PRICE / ESCROWS

W-03	2 — Concurrent	Crestline Packaging Solutions LLC	Apex Title & Escrow Services, LLC — Indemnification Escrow Account	Indemnification Escrow deposit; 25% of Purchase Price; Cap $35M; General Reps expire Feb. 15, 2027; Fundamental Reps expire Aug. 15, 2028	$35,000,000	WI-02	Pending
W-04	2 — Concurrent	Crestline Packaging Solutions LLC	Apex Title & Escrow Services, LLC — Purchase Price Adjustment Escrow Account	PP Adjustment Escrow deposit; 2.5% of Purchase Price; WC Target $6.2M; Collar ±$500K; True-Up Deadline Nov. 13, 2025	$3,500,000	WI-03	Pending
W-05	3 — Post-Escrow	Crestline Packaging Solutions LLC	Dr. Raymond Alcott	Seller member distribution — 60% of net seller proceeds ($80.5M gross less $3.359M seller expenses)	$46,284,600	WI-04	Pending
W-06	3 — Post-Escrow	Crestline Packaging Solutions LLC	Dr. Nadia Petrosian	Seller member distribution — 40% of net seller proceeds ($80.5M gross less $3.359M seller expenses)	$30,856,400	WI-05	Pending
SUBTOTAL — PURCHASE PRICE / ESCROWS	$115,641,000

OUTGOING WIRES — SELLER TRANSACTION EXPENSES (from Seller Proceeds)

W-07	3 — Post-Escrow	Crestline Packaging Solutions LLC	Bellweather Partners LLP	Seller's investment bank success fee — 2% × $140M Purchase Price	$2,800,000	WI-06	Pending
W-08	3 — Post-Escrow	Crestline Packaging Solutions LLC	Whitfield, Ames & Greer LLP	Seller's counsel legal fees	$500,000	WI-07	Pending
W-09	3 — Post-Escrow	Crestline Packaging Solutions LLC	Applicable Taxing Authorities (Seller's Portion)	Seller's 50% share of estimated transfer taxes	$59,000	WI-08	Pending
SUBTOTAL — SELLER EXPENSES	$3,359,000

OUTGOING WIRES — BUYER TRANSACTION EXPENSES

W-10	4 — Post-Closing	Crestline Packaging Solutions LLC	Calderwood & Harkness LLP	Buyer's counsel legal fees; Matter No. 1006-00008	$2,150,000	WI-09	Pending
W-11	4 — Post-Closing	Crestline Packaging Solutions LLC	Ridgepoint Advisory Group, LLC	Buyer's financial advisory fee	$1,050,000	WI-10	Pending
W-12	4 — Post-Closing	Crestline Packaging Solutions LLC	Hargrove & Whitaker LLP	Buyer's accounting and tax advisory fees	$475,000	WI-11	Pending
W-13	4 — Post-Closing	Crestline Packaging Solutions LLC	Keystone Mutual Assurance Company	R&W insurance premium; Policy Limit $35M; Retention $2.1M (1.5% × PP); ~2.8% rate-on-line	$980,000	WI-12	Pending
W-14	4 — Post-Closing	Crestline Packaging Solutions LLC	Ironclad National Bank	Financing fees — 1.5% × $84M Incremental Term Loan	$1,260,000	WI-13	Pending
W-15	4 — Post-Closing	Crestline Packaging Solutions LLC	Ridgeline Specialty Insurance Company	Tail professional liability / malpractice insurance premium — 3-year extended reporting period	$475,000	WI-14	Pending
W-16	4 — Post-Closing	Crestline Packaging Solutions LLC	Ridgeline Specialty Insurance Company	D&O tail insurance premium — 3-year tail	$120,000	WI-14	Pending
W-17	4 — Post-Closing	Crestline Packaging Solutions LLC	Stonebridge Actuarial & Benefits Consulting, Inc.	Benefits consulting and actuarial diligence fees	$125,000	WI-15	Pending
W-18	4 — Post-Closing	Crestline Packaging Solutions LLC	Clearfield Environmental Consultants, Inc.	Environmental site assessment fees (Rochester Main and Syracuse owned properties)	$85,000	WI-16	Pending
W-19	4 — Post-Closing	Crestline Packaging Solutions LLC	Marchand Healthcare Regulatory Advisors, LLC	Healthcare regulatory advisory fees; NY DOH / PA DOH filing support	$150,000	WI-17	Pending
W-20	4 — Post-Closing	Crestline Packaging Solutions LLC	Apex Title & Escrow Services, LLC	Escrow agent administrative fees	$75,000	WI-18	Pending
W-21	4 — Post-Closing	Crestline Packaging Solutions LLC	Northern Crest Insurance Brokers, LLC	Insurance brokerage fee for R&W policy placement	$75,000	WI-19	Pending
W-22	4 — Post-Closing	Crestline Packaging Solutions LLC	Applicable Taxing Authorities (Buyer's Portion)	Buyer's 50% share of estimated transfer taxes	$59,000	WI-20	Pending
SUBTOTAL — BUYER TRANSACTION EXPENSES	$7,079,000
TOTAL OUTGOING	$126,079,000
BALANCE CHECK (Incoming − Outgoing)	$0	BALANCED

[sheet: Transaction Expenses]

Expense Item

BUYER TRANSACTION EXPENSES

Buyer's Counsel — Legal Fees	Calderwood & Harkness LLP	Legal	Buyer	$2,150,000	1.54%	Responsible Partner: James Prentice ($1,450/hr); Billing Partner: Sandra Tung ($1,350/hr); Specialist Partner (Tax): Sylvia Hartwell ($1,400/hr); Lead Associate: Derek Okonkwo ($875/hr); Working Associate: Tiffany Rosenthal ($725/hr)
Buyer's Financial Advisory Fee	Ridgepoint Advisory Group, LLC	Advisory	Buyer	$1,050,000	0.75%	Engagement Lead: Priya Chandrasekaran, Managing Director
Accounting & Tax Advisory	Hargrove & Whitaker LLP	Accounting	Buyer	$475,000	0.34%	Engagement Partner: Christine Nowak, CPA
R&W Insurance Premium	Keystone Mutual Assurance Company	Insurance	Buyer	$980,000	0.70%	Policy Limit $35M; Retention $2.1M; Rate ~2.8% on $35M limit; Underwriting Lead: Sarah Ng; Bermuda domicile, US office 140 Broadway, Ste 2800, NY
Financing Fees	Ironclad National Bank	Financing	Buyer	$1,260,000	0.90%	1.5% of $84M Incremental Term Loan; existing $50M Revolver (undrawn); SVP: Kenneth Boateng
Tail Professional Liability Premium	Ridgeline Specialty Insurance Company	Insurance	Buyer	$475,000	0.34%	3-year extended reporting period covering 38 physicians, 24 NP/PAs across 11 clinic locations
D&O Tail Premium	Ridgeline Specialty Insurance Company	Insurance	Buyer	$120,000	0.09%	3-year tail for pre-closing directors & officers
Benefits Consulting	Stonebridge Actuarial & Benefits Consulting, Inc.	Consulting	Buyer	$125,000	0.09%	Diligence of benefit plans for ~410 FTEs; Lead: Gregory Faulkner
Environmental Assessment	Clearfield Environmental Consultants, Inc.	Consulting	Buyer	$85,000	0.06%	Phase I/II for owned properties: Rochester Main ($6.9M appraised) and Syracuse ($4.9M appraised)
Healthcare Regulatory Advisory	Marchand Healthcare Regulatory Advisors, LLC	Consulting	Buyer	$150,000	0.11%	NY DOH & PA DOH filing preparation; CMS certification transfers (11 locations); Lead: Anne-Marie Marchand
Escrow Agent Fees	Apex Title & Escrow Services, LLC	Administrative	Buyer	$75,000	0.05%	Administration of Indemnification Escrow ($35M) and PP Adjustment Escrow ($3.5M); Officer: Denise Kowalski
Insurance Brokerage Fee	Northern Crest Insurance Brokers, LLC	Insurance	Buyer	$75,000	0.05%	R&W policy placement and negotiation; Account Exec: Michael Torrance
Buyer's Transfer Taxes	Applicable Taxing Authorities	Tax	Buyer	$59,000	0.04%	50% of estimated $118,000; split equally per APA
SUBTOTAL — BUYER EXPENSES	Buyer	$7,079,000	5.06%	Funded from Pinnacle River equity contribution (expense/reserve tranche)

SELLER TRANSACTION EXPENSES

Seller's Investment Bank — Success Fee	Bellweather Partners LLP	Advisory	Seller	$2,800,000	2.00%	2% × $140M Purchase Price; Engagement Lead: Daniel Kerrigan, Partner
Seller's Counsel — Legal Fees	Whitfield, Ames & Greer LLP	Legal	Seller	$500,000	0.36%	Lead Partner: Catherine Greer; Senior Associate: Tomás Delgado
Seller's Transfer Taxes	Applicable Taxing Authorities	Tax	Seller	$59,000	0.04%	50% of estimated $118,000; split equally per APA
SUBTOTAL — SELLER EXPENSES	Seller	$3,359,000	2.40%	Deducted from Seller's gross cash proceeds at Closing
TOTAL ESTIMATED TRANSACTION EXPENSES	Combined	$10,438,000	7.46%	$10,438,000 ÷ $140,000,000 = 7.46%

[sheet: Key Deal Parameters]

Parameter	Value	Formula / Basis	Expiration / Key Date
Purchase Price	$140,000,000	Fixed	N/A
Closing Cash Consideration	$119,000,000	$84M debt + $35M equity	August 15, 2025
Non-Cash Consideration (Assumed Liabilities)	~$21,000,000	$140M − $119M	At Closing
Indemnification Escrow	$35,000,000	25% × $140,000,000	Released per APA terms
Indemnification Cap	$35,000,000	25% × $140,000,000	Coextensive with survival
PP Adjustment Escrow	$3,500,000	2.5% × $140,000,000	Released post-true-up
Working Capital Target	$6,200,000	Per agreed methodology	N/A
Working Capital Collar	±$500,000	No adjustment within band	N/A
Working Capital True-Up Deadline	November 13, 2025	Closing + 90 calendar days	November 13, 2025
De Minimis Threshold (per claim)	$75,000	Fixed	N/A
Mini-Basket (Tipping)	$700,000	0.5% × $140,000,000	N/A
General Reps Survival	18 months	Per APA	February 15, 2027
Fundamental Reps Survival	36 months	Per APA	August 15, 2028
R&W Policy Limit	$35,000,000	25% × $140,000,000	Coextensive with reps
R&W Policy Retention	$2,100,000	1.5% × $140,000,000	N/A
Non-Compete Duration	3 years post-closing	Per APA	August 15, 2028
Non-Compete Radius	75 miles from any Lakewood clinic	Per APA	N/A
Dr. Alcott Consulting Agreement	$450,000/year for 2 years	Per APA	August 15, 2027
Dr. Petrosian Consulting Agreement	$375,000/year for 2 years	Per APA	August 15, 2027
Incremental Term Loan Maturity	September 17, 2027	Co-terminus with existing facility	September 17, 2027
Term Loan Interest Rate	Term SOFR + 425 bps; floor 0.50%	Per Credit Agreement	N/A
Quarterly Amortization	$210,000	$84M × 1.0% ÷ 4	Quarterly
Existing Revolver Availability	$50,000,000 (undrawn)	Per Credit Agreement	N/A
OIG Inquiry — Syracuse Facility	$350,000 – $900,000 estimated exposure	CPT 99214 upcoding investigation	Pending

Accrued PTO (Assumed)	$1,340,000	Estimated at closing	At Closing
Imaging Equipment Leases (Assumed)	$2,870,000	3 Marlowe Asset Management MEF leases	March 2026 – November 2027
EHR License (Clearpath)	$840,000/year	License No. CP-ENT-2022-0487	December 31, 2027
Meridian Shield Revenue Concentration	~$17,248,000/yr (22%)	22% × $78.4M TTM revenue	Ongoing payor contract

[sheet: Transaction Summary]
Field | Value
Transaction | Asset Purchase of substantially all assets of Lakewood Regional Health Partners, LLC
Buyer | Crestline Packaging Solutions LLC, a Delaware limited liability company (Columbus, OH)
Buyer Parent / Sponsor | CPS Holdings, Inc. (C-Corp, DE) / Pinnacle River Capital Partners, LP (Chicago, IL)
Seller — Co-Managing Member (60%) | Dr. Raymond Alcott
Seller — Co-Managing Member (40%) / Medical Director | Dr. Nadia Petrosian
Seller Entity | Lakewood Regional Health Partners, LLC, a New York limited liability company (Rochester, NY); EIN 46-5183294
Buyer EIN | 83-2947561
Buyer Parent EIN | 83-2940187
Sponsor EIN | 36-7829415
Purchase Price | $140,000,000
Closing Cash Consideration | $119,000,000
Implied EBITDA Multiple | ~8.7x (TTM Adj. EBITDA of $16,100,000 as of 3/31/2025)
Closing Date | August 15, 2025
APA Execution Date | June 16, 2025
Governing Agreement | Asset Purchase Agreement dated June 16, 2025
Buyer's Counsel | Calderwood & Harkness LLP (James Prentice, Responsible Partner) — 425 Lexington Avenue, 31st Floor, New York, NY 10017
Seller's Counsel | Whitfield, Ames & Greer LLP (Catherine Greer, Lead Partner) — 780 Third Avenue, 22nd Floor, New York, NY 10017
Senior Lender / Administrative Agent | Ironclad National Bank (Kenneth Boateng, SVP) — 301 South Tryon Street, Charlotte, NC 28202
Buyer's Financial Advisor | Ridgepoint Advisory Group, LLC (Priya Chandrasekaran, Managing Director) — 600 Madison Avenue, Suite 1800, New York, NY 10022
Seller's Investment Bank | Bellweather Partners LLP (Daniel Kerrigan, Partner) — 100 Federal Street, Suite 2400, Boston, MA 02110
Escrow Agent | Apex Title & Escrow Services, LLC (Denise Kowalski, Escrow Officer) — 1 Penn Plaza, Suite 4210, New York, NY 10119
R&W Insurer | Keystone Mutual Assurance Company (Sarah Ng, Underwriting Lead) — 140 Broadway, Suite 2800, New York, NY 10005
Insurance Broker | Northern Crest Insurance Brokers, LLC (Michael Torrance) — 1 Landmark Square, Suite 508, Stamford, CT 06901
Accounting / Tax Advisor (Buyer) | Hargrove & Whitaker LLP (Christine Nowak, CPA) — 1500 Market Street, Suite 3600, Philadelphia, PA 19102
Healthcare Regulatory Advisor | Marchand Healthcare Regulatory Advisors, LLC (Anne-Marie Marchand) — 1225 Eye Street NW, Suite 600, Washington, D.C. 20005
Benefits Consultant | Stonebridge Actuarial & Benefits Consulting, Inc. (Gregory Faulkner) — 50 State House Square, Hartford, CT 06103
Environmental Consultant | Clearfield Environmental Consultants, Inc. — 225 West Jefferson Street, Suite 400, Syracuse, NY 13202
Professional Liability / D&O Insurer (Tail) | Ridgeline Specialty Insurance Company — Chicago, IL
C&H Matter No. | 1006-00008
Prepared By | Calderwood & Harkness LLP — Sandra Tung (Billing Partner), Derek Okonkwo (Lead Associate), Tiffany Rosenthal (Working Associate)
Date Prepared | August 14, 2025
NOTE | All wire transfers to be initiated on August 15, 2025. Sources must equal Uses. All amounts in USD.
[sheet: Sources & Uses]
Line Item | Category | Payor / Responsible Party | Amount | Notes
SOURCES OF FUNDS
Incremental Term Loan | Debt | Ironclad National Bank | $84,000,000 | Per Amended Credit Agreement dated Sept. 17, 2021; Term SOFR + 425 bps, SOFR floor 0.50%; maturity Sept. 17, 2027; amortization 1.0% p.a. ($210,000/quarter)
Equity Contribution — Closing Cash | Equity | CPS Holdings, Inc. / Pinnacle River Capital Partners, LP | $35,000,000 | Funded by Pinnacle River Fund IV (committed capital $2.6B); portion of $56M total equity commitment
Equity Contribution — Buyer Transaction Expenses | Equity | CPS Holdings, Inc. / Pinnacle River Capital Partners, LP | $7,079,000 | Funded by Pinnacle River; balance of $56M equity commitment ($13,921,000) retained as reserves
TOTAL SOURCES | $126,079,000 | Must equal Total Uses
USES OF FUNDS — PURCHASE PRICE
Indemnification Escrow Deposit | Escrow | Apex Title & Escrow Services, LLC | $35,000,000 | 25% × $140M Purchase Price; Indemnification Cap = $35M; General Reps survive 18 months (exp. Feb. 15, 2027); Fundamental Reps survive 36 months (exp. Aug. 15, 2028)
Purchase Price Adjustment Escrow Deposit | Escrow | Apex Title & Escrow Services, LLC | $3,500,000 | 2.5% × $140M; Working Capital Target $6.2M; Collar ±$500K; True-Up Deadline Nov. 13, 2025 (Closing + 90 days)
Net Cash to Seller (Gross — before Seller expense deductions) | Seller Proceeds | Seller Members (see Waterfall) | $80,500,000 | $119M less escrows; see Seller Proceeds Waterfall sheet for allocation
Subtotal — Purchase Price Uses | $119,000,000 | Equals Closing Cash Consideration
USES OF FUNDS — BUYER TRANSACTION EXPENSES
Calderwood & Harkness LLP — Legal Fees | Legal | Buyer | $2,150,000 | Buyer's Counsel; engagement opened May 1, 2025
Ridgepoint Advisory Group, LLC — Financial Advisory Fee | Advisory | Buyer | $1,050,000 | Buyer's Financial Advisor
Hargrove & Whitaker LLP — Accounting & Tax Advisory | Accounting | Buyer | $475,000 | Buyer's Accounting/Tax Advisor
Keystone Mutual Assurance Company — R&W Insurance Premium | Insurance | Buyer | $980,000 | R&W Policy Limit $35M (25% × PP); Retention $2.1M (1.5% × PP); Premium ~2.8% × $35M
Ironclad National Bank — Financing Fees | Financing | Buyer | $1,260,000 | 1.5% × $84M Incremental Term Loan
Ridgeline Specialty Insurance Company — Tail Professional Liability Premium | Insurance | Buyer | $475,000 | 3-year extended reporting period
Ridgeline Specialty Insurance Company — D&O Tail Premium | Insurance | Buyer | $120,000 | 3-year tail policy
Stonebridge Actuarial & Benefits Consulting, Inc. — Benefits Consulting | Consulting | Buyer | $125,000 | Benefits diligence; ~410 FTEs, 401(k) plan admin by Grandview Retirement Services
Clearfield Environmental Consultants, Inc. — Environmental Assessment | Consulting | Buyer | $85,000 | Phase I/II environmental assessment; owned properties appraised at $11.8M
Marchand Healthcare Regulatory Advisors, LLC — Regulatory Advisory | Consulting | Buyer | $150,000 | Healthcare regulatory diligence; NY DOH and PA DOH filings
Apex Title & Escrow Services, LLC — Escrow Agent Fees | Administrative | Buyer | $75,000 | Escrow agent services for both escrow accounts
Northern Crest Insurance Brokers, LLC — Insurance Brokerage Fee | Insurance | Buyer | $75,000 | R&W policy placement
Buyer's Share of Transfer Taxes | Tax | Buyer | $59,000 | 50% of estimated $118,000 total transfer taxes
Subtotal — Buyer Transaction Expenses | $7,079,000 | Funded from Pinnacle River equity contribution
USES OF FUNDS — SELLER TRANSACTION EXPENSES (deducted from Seller Gross Proceeds)
Bellweather Partners LLP — Success / Advisory Fee | Advisory | Seller | $2,800,000 | 2% × $140M Purchase Price; Seller's Investment Bank
Whitfield, Ames & Greer LLP — Legal Fees | Legal | Seller | $500,000 | Seller's Counsel
Seller's Share of Transfer Taxes | Tax | Seller | $59,000 | 50% of estimated $118,000 total transfer taxes
Subtotal — Seller Transaction Expenses | $3,359,000 | Deducted from Seller's $80.5M gross proceeds; see Waterfall
TOTAL USES | $126,079,000 | Must equal Total Sources
BALANCE CHECK (Sources − Uses) | $0 | BALANCED
[sheet: Seller Proceeds Waterfall]
Line Item | Amount | Recipient | Notes
Purchase Price | $140,000,000 | Fixed deal value
Less: Assumed Liabilities (non-cash consideration) | ($21,000,000) | Imaging equipment leases ($2,870,000 — Marlowe Asset Management MEF), accrued PTO ($1,340,000), and other assumed liabilities per APA schedules
Closing Cash Consideration | $119,000,000 | Cash paid at Closing
Less: Indemnification Escrow | ($35,000,000) | Apex Title & Escrow Services, LLC | 25% of Purchase Price; De Minimis $75K/claim; Mini-Basket (tipping) $700K (0.5% × PP)
Less: Purchase Price Adjustment Escrow | ($3,500,000) | Apex Title & Escrow Services, LLC | 2.5% of Purchase Price; WC Target $6.2M; Collar ±$500K
Gross Cash to Seller | $80,500,000 | Available for seller distributions and seller expenses
SELLER TRANSACTION EXPENSE DEDUCTIONS
Less: Bellweather Partners LLP — Success Fee | ($2,800,000) | Bellweather Partners LLP | 2% × $140M; 100 Federal Street, Suite 2400, Boston, MA 02110
Less: Whitfield, Ames & Greer LLP — Legal Fees | ($500,000) | Whitfield, Ames & Greer LLP | 780 Third Avenue, 22nd Floor, New York, NY 10017
Less: Seller's Share of Transfer Taxes | ($59,000) | Applicable Taxing Authorities | 50% of $118,000 total estimated transfer taxes
Total Seller Expense Deductions | ($3,359,000)
NET CASH TO SELLER MEMBER ACCOUNTS | $77,141,000 | Distributed per LLC ownership percentages
Dr. Raymond Alcott (60%) | $46,284,600 | Dr. Raymond Alcott | Co-Managing Member; 14 Tobey Trail, Pittsford, NY 14534; Consulting Agreement: $450,000/yr for 2 years post-closing
Dr. Nadia Petrosian (40%) | $30,856,400 | Dr. Nadia Petrosian | Co-Managing Member / Medical Director; 2801 Elmwood Avenue, Brighton, NY 14618; Consulting Agreement: $375,000/yr for 2 years post-closing
Total Net Cash to Seller Members | $77,141,000 | Must equal Gross Cash to Seller less Seller Expense Deductions
VERIFICATION | $0 | Gross Cash to Seller ($80,500,000) − Seller Expenses ($3,359,000) − Net to Members ($77,141,000) = $0
[sheet: Wire Transfer Schedule]
Wire No. | Priority | Sender | Recipient | Purpose / Description | Amount | Wire Instruction Ref | Status
INCOMING WIRES — SOURCES
W-01 | 1 — Fund First | Ironclad National Bank | Crestline Packaging Solutions LLC — Closing Account | Incremental Term Loan proceeds per Amended Credit Agreement (Sept. 17, 2021); co-terminus maturity Sept. 17, 2027 | $84,000,000 | WI-01 | Pending
W-02 | 1 — Fund First | CPS Holdings, Inc. (funded by Pinnacle River Capital Partners, LP — Fund IV) | Crestline Packaging Solutions LLC — Closing Account | Equity contribution: $35,000,000 closing cash + $7,079,000 buyer transaction expenses | $42,079,000 | WI-01 | Pending
TOTAL INCOMING | $126,079,000
OUTGOING WIRES — PURCHASE PRICE / ESCROWS
W-03 | 2 — Concurrent | Crestline Packaging Solutions LLC | Apex Title & Escrow Services, LLC — Indemnification Escrow Account | Indemnification Escrow deposit; 25% of Purchase Price; Cap $35M; General Reps expire Feb. 15, 2027; Fundamental Reps expire Aug. 15, 2028 | $35,000,000 | WI-02 | Pending
W-04 | 2 — Concurrent | Crestline Packaging Solutions LLC | Apex Title & Escrow Services, LLC — Purchase Price Adjustment Escrow Account | PP Adjustment Escrow deposit; 2.5% of Purchase Price; WC Target $6.2M; Collar ±$500K; True-Up Deadline Nov. 13, 2025 | $3,500,000 | WI-03 | Pending
W-05 | 3 — Post-Escrow | Crestline Packaging Solutions LLC | Dr. Raymond Alcott | Seller member distribution — 60% of net seller proceeds ($80.5M gross less $3.359M seller expenses) | $46,284,600 | WI-04 | Pending
W-06 | 3 — Post-Escrow | Crestline Packaging Solutions LLC | Dr. Nadia Petrosian | Seller member distribution — 40% of net seller proceeds ($80.5M gross less $3.359M seller expenses) | $30,856,400 | WI-05 | Pending
SUBTOTAL — PURCHASE PRICE / ESCROWS | $115,641,000
OUTGOING WIRES — SELLER TRANSACTION EXPENSES (from Seller Proceeds)
W-07 | 3 — Post-Escrow | Crestline Packaging Solutions LLC | Bellweather Partners LLP | Seller's investment bank success fee — 2% × $140M Purchase Price | $2,800,000 | WI-06 | Pending
W-08 | 3 — Post-Escrow | Crestline Packaging Solutions LLC | Whitfield, Ames & Greer LLP | Seller's counsel legal fees | $500,000 | WI-07 | Pending
W-09 | 3 — Post-Escrow | Crestline Packaging Solutions LLC | Applicable Taxing Authorities (Seller's Portion) | Seller's 50% share of estimated transfer taxes | $59,000 | WI-08 | Pending
SUBTOTAL — SELLER EXPENSES | $3,359,000
OUTGOING WIRES — BUYER TRANSACTION EXPENSES
W-10 | 4 — Post-Closing | Crestline Packaging Solutions LLC | Calderwood & Harkness LLP | Buyer's counsel legal fees; Matter No. 1006-00008 | $2,150,000 | WI-09 | Pending
W-11 | 4 — Post-Closing | Crestline Packaging Solutions LLC | Ridgepoint Advisory Group, LLC | Buyer's financial advisory fee | $1,050,000 | WI-10 | Pending
W-12 | 4 — Post-Closing | Crestline Packaging Solutions LLC | Hargrove & Whitaker LLP | Buyer's accounting and tax advisory fees | $475,000 | WI-11 | Pending
W-13 | 4 — Post-Closing | Crestline Packaging Solutions LLC | Keystone Mutual Assurance Company | R&W insurance premium; Policy Limit $35M; Retention $2.1M (1.5% × PP); ~2.8% rate-on-line | $980,000 | WI-12 | Pending
W-14 | 4 — Post-Closing | Crestline Packaging Solutions LLC | Ironclad National Bank | Financing fees — 1.5% × $84M Incremental Term Loan | $1,260,000 | WI-13 | Pending
W-15 | 4 — Post-Closing | Crestline Packaging Solutions LLC | Ridgeline Specialty Insurance Company | Tail professional liability / malpractice insurance premium — 3-year extended reporting period | $475,000 | WI-14 | Pending
W-16 | 4 — Post-Closing | Crestline Packaging Solutions LLC | Ridgeline Specialty Insurance Company | D&O tail insurance premium — 3-year tail | $120,000 | WI-14 | Pending
W-17 | 4 — Post-Closing | Crestline Packaging Solutions LLC | Stonebridge Actuarial & Benefits Consulting, Inc. | Benefits consulting and actuarial diligence fees | $125,000 | WI-15 | Pending
W-18 | 4 — Post-Closing | Crestline Packaging Solutions LLC | Clearfield Environmental Consultants, Inc. | Environmental site assessment fees (Rochester Main and Syracuse owned properties) | $85,000 | WI-16 | Pending
W-19 | 4 — Post-Closing | Crestline Packaging Solutions LLC | Marchand Healthcare Regulatory Advisors, LLC | Healthcare regulatory advisory fees; NY DOH / PA DOH filing support | $150,000 | WI-17 | Pending
W-20 | 4 — Post-Closing | Crestline Packaging Solutions LLC | Apex Title & Escrow Services, LLC | Escrow agent administrative fees | $75,000 | WI-18 | Pending
W-21 | 4 — Post-Closing | Crestline Packaging Solutions LLC | Northern Crest Insurance Brokers, LLC | Insurance brokerage fee for R&W policy placement | $75,000 | WI-19 | Pending
W-22 | 4 — Post-Closing | Crestline Packaging Solutions LLC | Applicable Taxing Authorities (Buyer's Portion) | Buyer's 50% share of estimated transfer taxes | $59,000 | WI-20 | Pending
SUBTOTAL — BUYER TRANSACTION EXPENSES | $7,079,000
TOTAL OUTGOING | $126,079,000
BALANCE CHECK (Incoming − Outgoing) | $0 | BALANCED
[sheet: Transaction Expenses]
Expense Item | Payee | Category | Borne By | Amount | % of Purchase Price | Notes
BUYER TRANSACTION EXPENSES
Buyer's Counsel — Legal Fees | Calderwood & Harkness LLP | Legal | Buyer | $2,150,000 | 1.54% | Responsible Partner: James Prentice ($1,450/hr); Billing Partner: Sandra Tung ($1,350/hr); Specialist Partner (Tax): Sylvia Hartwell ($1,400/hr); Lead Associate: Derek Okonkwo ($875/hr); Working Associate: Tiffany Rosenthal ($725/hr)
Buyer's Financial Advisory Fee | Ridgepoint Advisory Group, LLC | Advisory | Buyer | $1,050,000 | 0.75% | Engagement Lead: Priya Chandrasekaran, Managing Director
Accounting & Tax Advisory | Hargrove & Whitaker LLP | Accounting | Buyer | $475,000 | 0.34% | Engagement Partner: Christine Nowak, CPA
R&W Insurance Premium | Keystone Mutual Assurance Company | Insurance | Buyer | $980,000 | 0.70% | Policy Limit $35M; Retention $2.1M; Rate ~2.8% on $35M limit; Underwriting Lead: Sarah Ng; Bermuda domicile, US office 140 Broadway, Ste 2800, NY
Financing Fees | Ironclad National Bank | Financing | Buyer | $1,260,000 | 0.90% | 1.5% of $84M Incremental Term Loan; existing $50M Revolver (undrawn); SVP: Kenneth Boateng
Tail Professional Liability Premium | Ridgeline Specialty Insurance Company | Insurance | Buyer | $475,000 | 0.34% | 3-year extended reporting period covering 38 physicians, 24 NP/PAs across 11 clinic locations
D&O Tail Premium | Ridgeline Specialty Insurance Company | Insurance | Buyer | $120,000 | 0.09% | 3-year tail for pre-closing directors & officers
Benefits Consulting | Stonebridge Actuarial & Benefits Consulting, Inc. | Consulting | Buyer | $125,000 | 0.09% | Diligence of benefit plans for ~410 FTEs; Lead: Gregory Faulkner
Environmental Assessment | Clearfield Environmental Consultants, Inc. | Consulting | Buyer | $85,000 | 0.06% | Phase I/II for owned properties: Rochester Main ($6.9M appraised) and Syracuse ($4.9M appraised)
Healthcare Regulatory Advisory | Marchand Healthcare Regulatory Advisors, LLC | Consulting | Buyer | $150,000 | 0.11% | NY DOH & PA DOH filing preparation; CMS certification transfers (11 locations); Lead: Anne-Marie Marchand
Escrow Agent Fees | Apex Title & Escrow Services, LLC | Administrative | Buyer | $75,000 | 0.05% | Administration of Indemnification Escrow ($35M) and PP Adjustment Escrow ($3.5M); Officer: Denise Kowalski
Insurance Brokerage Fee | Northern Crest Insurance Brokers, LLC | Insurance | Buyer | $75,000 | 0.05% | R&W policy placement and negotiation; Account Exec: Michael Torrance
Buyer's Transfer Taxes | Applicable Taxing Authorities | Tax | Buyer | $59,000 | 0.04% | 50% of estimated $118,000; split equally per APA
SUBTOTAL — BUYER EXPENSES | Buyer | $7,079,000 | 5.06% | Funded from Pinnacle River equity contribution (expense/reserve tranche)
SELLER TRANSACTION EXPENSES
Seller's Investment Bank — Success Fee | Bellweather Partners LLP | Advisory | Seller | $2,800,000 | 2.00% | 2% × $140M Purchase Price; Engagement Lead: Daniel Kerrigan, Partner
Seller's Counsel — Legal Fees | Whitfield, Ames & Greer LLP | Legal | Seller | $500,000 | 0.36% | Lead Partner: Catherine Greer; Senior Associate: Tomás Delgado
Seller's Transfer Taxes | Applicable Taxing Authorities | Tax | Seller | $59,000 | 0.04% | 50% of estimated $118,000; split equally per APA
SUBTOTAL — SELLER EXPENSES | Seller | $3,359,000 | 2.40% | Deducted from Seller's gross cash proceeds at Closing
TOTAL ESTIMATED TRANSACTION EXPENSES | Combined | $10,438,000 | 7.46% | $10,438,000 ÷ $140,000,000 = 7.46%
[sheet: Key Deal Parameters]
Parameter | Value | Formula / Basis | Expiration / Key Date
Purchase Price | $140,000,000 | Fixed | N/A
Closing Cash Consideration | $119,000,000 | $84M debt + $35M equity | August 15, 2025
Non-Cash Consideration (Assumed Liabilities) | ~$21,000,000 | $140M − $119M | At Closing
Indemnification Escrow | $35,000,000 | 25% × $140,000,000 | Released per APA terms
Indemnification Cap | $35,000,000 | 25% × $140,000,000 | Coextensive with survival
PP Adjustment Escrow | $3,500,000 | 2.5% × $140,000,000 | Released post-true-up
Working Capital Target | $6,200,000 | Per agreed methodology | N/A
Working Capital Collar | ±$500,000 | No adjustment within band | N/A
Working Capital True-Up Deadline | November 13, 2025 | Closing + 90 calendar days | November 13, 2025
De Minimis Threshold (per claim) | $75,000 | Fixed | N/A
Mini-Basket (Tipping) | $700,000 | 0.5% × $140,000,000 | N/A
General Reps Survival | 18 months | Per APA | February 15, 2027
Fundamental Reps Survival | 36 months | Per APA | August 15, 2028
R&W Policy Limit | $35,000,000 | 25% × $140,000,000 | Coextensive with reps
R&W Policy Retention | $2,100,000 | 1.5% × $140,000,000 | N/A
Non-Compete Duration | 3 years post-closing | Per APA | August 15, 2028
Non-Compete Radius | 75 miles from any Lakewood clinic | Per APA | N/A
Dr. Alcott Consulting Agreement | $450,000/year for 2 years | Per APA | August 15, 2027
Dr. Petrosian Consulting Agreement | $375,000/year for 2 years | Per APA | August 15, 2027
Incremental Term Loan Maturity | September 17, 2027 | Co-terminus with existing facility | September 17, 2027
Term Loan Interest Rate | Term SOFR + 425 bps; floor 0.50% | Per Credit Agreement | N/A
Quarterly Amortization | $210,000 | $84M × 1.0% ÷ 4 | Quarterly
Existing Revolver Availability | $50,000,000 (undrawn) | Per Credit Agreement | N/A
OIG Inquiry — Syracuse Facility | $350,000 – $900,000 estimated exposure | CPT 99214 upcoding investigation | Pending
Accrued PTO (Assumed) | $1,340,000 | Estimated at closing | At Closing
Imaging Equipment Leases (Assumed) | $2,870,000 | 3 Marlowe Asset Management MEF leases | March 2026 – November 2027
EHR License (Clearpath) | $840,000/year | License No. CP-ENT-2022-0487 | December 31, 2027
Meridian Shield Revenue Concentration | ~$17,248,000/yr (22%) | 22% × $78.4M TTM revenue | Ongoing payor contract

[sheet: Transaction Summary]

SOURCES OF FUNDS

SELLER TRANSACTION EXPENSE DEDUCTIONS

BUYER TRANSACTION EXPENSES

SELLER TRANSACTION EXPENSES

Record

Parties

Dates

Amounts