1006-00008 · Crestline Packaging Solutions LLC · Correspondence

letter-to-ironclad-closing-deliverables.docx DOCUMENT M&A / Corporate

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Lexington Avenue, 31st Floor New York, NY 10017

Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com

James Prentice, Partner Direct Dial: (212) 554-7844 jprentice@calderwoodharkness.com

August 15, 2025

Kenneth Boateng Senior Vice President, Healthcare & Specialty Lending Ironclad National Bank 301 South Tryon Street Charlotte, NC 28202

Re: Closing Deliverables — Amendment No. 3 to Credit Agreement dated September 17, 2021, by and among Crestline Packaging Solutions LLC, CPS Holdings, Inc., the Guarantors party thereto, Ironclad National Bank, as Administrative Agent, and the Lenders party thereto; $84,000,000 Incremental Term Loan in connection with the acquisition of substantially all assets of Lakewood Regional Health Partners, LLC

Calderwood & Harkness Matter No. 1006-00008

Dear Mr. Boateng:

This firm represents Crestline Packaging Solutions LLC, a Delaware limited liability company ("Crestline" or the "Borrower"), and CPS Holdings, Inc., a Delaware C-corporation ("Holdings" and, together with Crestline, the "Loan Parties"), in connection with the Borrower's acquisition (the "Acquisition") of substantially all of the assets of Lakewood Regional Health Partners, LLC, a New York limited liability company ("Lakewood" or the "Target"), pursuant to that certain Asset Purchase Agreement dated as of June 16, 2025 (the "APA"), by and between Crestline, as Buyer, on the one hand, and Lakewood, Dr. Raymond Alcott, and Dr. Nadia Petrosian (collectively, the "Sellers"), on the other hand. The purpose of this letter is to transmit the closing deliverables required under Amendment No. 3 to that certain Credit Agreement dated September 17, 2021 (as amended by Amendment No. 1 dated March 9, 2023, Amendment No. 2 dated November 14, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and among Crestline, as Borrower, Holdings, the Guarantors party thereto, Ironclad National Bank ("Ironclad"), as Administrative Agent, and the Lenders party thereto, in connection with the funding of the $84,000,000 incremental term loan facility established thereunder (the "Incremental Term Loan"). The anticipated Closing Date for both the Acquisition and the funding of the Incremental Term Loan is August 15, 2025. This matter is being handled under Calderwood & Harkness Matter No. 1006-00008.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Credit Agreement, as amended by Amendment No. 3.

1. Enclosed Closing Deliverables

Set forth below is a description of the documents that are enclosed herewith, or that are being delivered concurrently via separate transmission, in satisfaction of the conditions precedent to the funding of the Incremental Term Loan as set forth in Section 4 of Amendment No. 3 to the Credit Agreement and the applicable provisions of Article V thereof. Each document has been executed and delivered as of the date hereof unless otherwise noted.

(a) Executed Asset Purchase Agreement

Enclosed herewith is a fully executed copy of the Asset Purchase Agreement dated as of June 16, 2025, by and between Crestline, as Buyer, and the Sellers, together with all exhibits, schedules, and disclosure schedules thereto. The enclosed copy includes, without limitation, the following ancillary documents and exhibits forming an integral part of the APA:

(i) Working Capital Methodology (Schedule 2.4 to the APA), setting forth the agreed-upon methodology for the calculation of Net Working Capital as of the Closing Date, including the Working Capital Target of $6,200,000 and the agreed-upon collar of plus or minus $500,000 (i.e., a range of $5,700,000 to $6,700,000), below or above which a purchase price adjustment shall be made dollar-for-dollar in accordance with the procedures set forth in Section 2.4 of the APA;

(ii) Indemnification Escrow Agreement (Exhibit C to the APA), pursuant to which $35,000,000 of the aggregate Purchase Price has been deposited into an escrow account maintained with Apex Title & Escrow Services, LLC, a New York limited liability company ("Apex"), acting in its capacity as Escrow Agent, to secure the indemnification obligations of the Sellers under Article IX of the APA. Such escrow funds shall be held and disbursed in accordance with the terms and conditions of the Indemnification Escrow Agreement, which provides for scheduled releases on the first and second anniversaries of the Closing Date, subject to pending indemnification claims, if any; and

(iii) Purchase Price Adjustment Escrow Agreement (Exhibit D to the APA), pursuant to which $3,500,000 of the aggregate Purchase Price has been deposited into a separate escrow account maintained with Apex to secure the post-closing purchase price adjustment obligations of the parties under Section 2.4 of the APA. Such amount shall be held and disbursed upon the final determination of Closing Net Working Capital in accordance with the dispute resolution procedures set forth therein.

For the avoidance of doubt, the aggregate Purchase Price for the Acquisition is $140,000,000, payable as follows:

• Cash at Closing: $119,000,000, consisting of (A) $84,000,000 funded from the proceeds of the Incremental Term Loan, and (B) $35,000,000 funded from the equity contribution by Pinnacle River Capital Partners, LP ("Pinnacle River"), the indirect controlling equity holder of Holdings, as further described in Section 2 below;

• Indemnification Escrow: $17,500,000 deposited with Apex, funded from Incremental Term Loan proceeds, with the remaining $17,500,000 funded from the Pinnacle River equity contribution, totaling $35,000,000 in aggregate; and

• Purchase Price Adjustment Escrow: $3,500,000 deposited with Apex, funded from Incremental Term Loan proceeds.

The enclosed copy of the APA has been conformed to reflect all amendments, supplements, and side letters executed by the parties prior to the date hereof. To our knowledge, no amendments to the APA have been executed or are contemplated other than as reflected in the enclosed conformed copy, and the APA remains in full force and effect as of the date of this letter.

(b) Officer's Certificate of Crestline Packaging Solutions LLC

Enclosed herewith is the Officer's Certificate of Marcus Waverly, in his capacity as Chief Executive Officer of Crestline Packaging Solutions LLC, dated August 15, 2025, delivered pursuant to Section 4(b) of Amendment No. 3 and Section 5.02 of the Credit Agreement. In such certificate, Mr. Waverly certifies as follows:

(i) that the representations and warranties of Crestline and each other Loan Party contained in the Credit Agreement (as amended by Amendment No. 3) and in each other Loan Document are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the Closing Date, both immediately before and after giving effect to the Acquisition, the incurrence of the Incremental Term Loan, and the application of proceeds thereof, with the same effect as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects (or, as applicable, in all respects) as of such earlier date;

(ii) that no Default or Event of Default (as each such term is defined in the Credit Agreement) exists as of the Closing Date, or would result from, or be caused by, the funding of the Incremental Term Loan, the consummation of the Acquisition, or any transaction contemplated by Amendment No. 3 or the APA;

(iii) that, on a pro forma basis after giving effect to the consummation of the Acquisition and the incurrence of the Incremental Term Loan (and the application of proceeds thereof), Crestline is in compliance with each of the financial covenants set forth in Section 7.11 of the Credit Agreement, including (A) the Maximum Total Net Leverage Ratio of 4.75:1.00, (B) the Minimum Interest Coverage Ratio of 2.50:1.00, and (C) the Minimum Fixed Charge Coverage Ratio of 1.20:1.00, in each case calculated for the most recently ended four fiscal quarter period for which financial statements have been delivered, adjusted on a pro forma basis in accordance with Section 1.04 of the Credit Agreement; and

(iv) that the Acquisition has been consummated, or will be consummated substantially simultaneously with the funding of the Incremental Term Loan on the Closing Date, in accordance with the terms of the APA, without any material amendment, supplement, modification, or waiver thereof that has not been consented to by the Administrative Agent (to the extent such consent is required under the Credit Agreement).

Enclosed herewith is the Certificate of Patricia Hsu, in her capacity as Chief Financial Officer of Crestline Packaging Solutions LLC and as an authorized person of the LLC for purposes of this certification (there being no Secretary of the LLC as a limited liability company organized under the laws of the State of Delaware), dated August 15, 2025, delivered pursuant to Section 4(c) of Amendment No. 3 and Section 5.01(a)(iv) of the Credit Agreement. Such certificate attaches and certifies the following:

(i) a true, correct, and complete copy of the Certificate of Formation of Crestline Packaging Solutions LLC, as filed with the Secretary of State of the State of Delaware on April 12, 2019, together with all amendments thereto through the date hereof, and a true, correct, and complete copy of the current Amended and Restated Limited Liability Company Operating Agreement of Crestline, dated as of January 8, 2022 (as amended by that certain First Amendment to Amended and Restated Limited Liability Company Operating Agreement dated as of November 14, 2024), each of which remains in full force and effect as of the date hereof and has not been further amended, modified, or supplemented;

(ii) true, correct, and complete copies of the resolutions duly adopted by the Board of Managers of Crestline (constituting the equivalent governing body of the LLC) at a meeting duly convened and held on July 28, 2025, at which a quorum was present and acting throughout, authorizing (A) the execution and delivery by Crestline of Amendment No. 3 to the Credit Agreement, the Incremental Term Loan, and each other Loan Document to which Crestline is or will be a party in connection therewith, (B) the consummation of the Acquisition and the performance by Crestline of its obligations under the APA and each ancillary agreement thereto, and (C) the taking of all actions necessary, appropriate, or advisable in connection with the foregoing, including the designation of certain officers of Crestline authorized to execute and deliver such documents on behalf of Crestline, which resolutions have not been amended, modified, revoked, or rescinded and remain in full force and effect as of the date hereof;

(iii) a certificate of incumbency setting forth the name, title, and genuine specimen signature of each officer of Crestline authorized to execute and deliver the Loan Documents and any other documents or instruments contemplated by Amendment No. 3 on behalf of Crestline, namely: Marcus Waverly, Chief Executive Officer; Patricia Hsu, Chief Financial Officer; and Thomas Eriksen, General Counsel and Vice President, Legal Affairs; and

(iv) substantially similar certifications for CPS Holdings, Inc. and each Guarantor party to the Credit Agreement, including (A) copies of the Certificate of Incorporation and Bylaws (or equivalent organizational documents) of CPS Holdings, Inc., certified as true, correct, and complete, (B) resolutions of the Board of Directors of CPS Holdings, Inc. duly adopted on July 28, 2025, authorizing the transactions contemplated by Amendment No. 3, (C) incumbency and specimen signature certificates for CPS Holdings, Inc. and each such Guarantor, and (D) reaffirmation of each Guarantor's obligations under the Guaranty Agreement executed in connection with the Credit Agreement.

(d) Calderwood & Harkness Legal Opinion

Enclosed herewith is the legal opinion of Calderwood & Harkness LLP, dated August 15, 2025, addressed to Ironclad National Bank, in its capacity as Administrative Agent under the Credit Agreement, and to each of the Lenders party to the Credit Agreement and Amendment No. 3 (collectively, the "Opinion Recipients"), delivered pursuant to Section 4(d) of Amendment No. 3. The legal opinion covers the following matters:

(i) Organization and Good Standing. Crestline Packaging Solutions LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and CPS Holdings, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Each of Crestline and Holdings is duly qualified and in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

(ii) Power and Authority. Each of Crestline and Holdings has the limited liability company or corporate power and authority, as applicable, to enter into and perform its obligations under Amendment No. 3, the Incremental Term Loan documents, and each other Loan Document to which it is a party, and to consummate the transactions contemplated thereby.

(iii) Due Authorization, Execution, and Delivery. The execution and delivery by each of Crestline and Holdings of Amendment No. 3, the Incremental Term Loan documents, and each other Loan Document to which it is a party, and the performance of its obligations thereunder, have been duly authorized by all necessary limited liability company or corporate action, as applicable, and each such document has been duly executed and delivered by Crestline and/or Holdings, as the case may be.

(iv) Enforceability. Each of the Loan Documents to which Crestline or Holdings is a party constitutes the legal, valid, and binding obligation of such entity, enforceable against it in accordance with its terms, subject to customary qualifications and exceptions, including (A) the effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and similar laws affecting creditors' rights generally, (B) general principles of equity (including concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether considered in a proceeding in equity or at law, and (C) the possible unenforceability of certain indemnification, contribution, and exculpation provisions under applicable securities laws and public policy considerations.

(v) No Conflict. The execution, delivery, and performance by each of Crestline and Holdings of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not (A) violate any provision of the Certificate of Formation, Operating Agreement, Certificate of Incorporation, or Bylaws (or equivalent organizational documents) of Crestline or Holdings, (B) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority applicable to Crestline or Holdings of which we have knowledge, or (C) result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any material agreement, contract, lease, license, or instrument to which Crestline or Holdings is a party or by which any of their respective properties or assets are bound, except for any such conflict, violation, breach, default, acceleration, termination, modification, or cancellation that would not reasonably be expected to have a Material Adverse Effect.

(vi) Governmental Consents. No consent, approval, order, or authorization of, or registration, declaration, or filing with, any governmental authority is required in connection with the execution and delivery by Crestline or Holdings of the Loan Documents or the consummation by Crestline or Holdings of the transactions contemplated thereby, other than (A) those that have been duly obtained or made and are in full force and effect, (B) filings and recordings necessary to perfect the security interests created under the Loan Documents, including UCC-1 financing statements, and (C) such other consents, approvals, orders, authorizations, registrations, declarations, and filings that are of a routine or ministerial nature and the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect.

The legal opinion is governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the General Corporation Law and the Limited Liability Company Act of the State of Delaware, as applicable. The legal opinion is subject to the customary assumptions, limitations, qualifications, and exceptions set forth therein and is rendered solely for the benefit of the Opinion Recipients in connection with the transactions contemplated by Amendment No. 3.

(e) Good Standing Certificates

Enclosed herewith are the following certificates of good standing (or equivalent status certificates), each issued within ten (10) days of the Closing Date as required by Section 4(e) of Amendment No. 3:

(i) Certificate of Good Standing for Crestline Packaging Solutions LLC, issued by the Secretary of State of the State of Delaware, dated August 7, 2025;

(ii) Certificate of Good Standing for CPS Holdings, Inc., issued by the Secretary of State of the State of Delaware, dated August 7, 2025;

(iii) Certificate of Authority / Foreign Qualification Certificate for Crestline Packaging Solutions LLC in the State of New York, issued by the New York Department of State, Division of Corporations, dated August 8, 2025;

(iv) Certificate of Authority / Foreign Qualification Certificate for Crestline Packaging Solutions LLC in the State of Ohio, issued by the Ohio Secretary of State, dated August 6, 2025; and

(v) Certificate of Authority / Foreign Qualification Certificate for Crestline Packaging Solutions LLC in the Commonwealth of Pennsylvania, issued by the Pennsylvania Department of State, dated August 8, 2025.

To the extent that Crestline is qualified to do business in any additional jurisdiction in connection with the operation of the Acquired Business (including, without limitation, in connection with the eleven clinic locations being acquired), we have confirmed through our review of the Target's organizational records and state regulatory filings that no additional foreign qualification certificates are required beyond those enumerated above. Should the Administrative Agent require certificates from any additional jurisdictions, we will undertake to obtain and deliver them promptly.

(f) Evidence of Representations and Warranties Insurance

Enclosed herewith is the binder of insurance (the "R&W Insurance Binder") evidencing the Buyer-side representations and warranties insurance policy (Policy No. to be assigned upon final issuance; binder reference KMA-2025-RW-07418) issued by Keystone Mutual Assurance Company, a New York domestic mutual insurance company ("Keystone"), in connection with the Acquisition. The material terms of the R&W Insurance Policy are as follows:

• Insured: Crestline Packaging Solutions LLC and its successors and permitted assigns

• Policy Limit: $35,000,000, representing twenty-five percent (25%) of the aggregate Purchase Price of $140,000,000

• Retention: $2,100,000, representing one and one-half percent (1.5%) of the aggregate Purchase Price, to be borne by the Insured before coverage attaches under the R&W Insurance Policy

• Premium: $980,000 (inclusive of underwriting fees and surplus lines taxes, as applicable), payable by Crestline at or prior to the Closing Date

• Broker: Northern Crest Insurance Brokers, LLC (Account Executive: Michael Torrance; direct telephone: (212) 881-3240; email: mtorrance@northerncrest.com)

• Effective Date: August 15, 2025 (the Closing Date)

• Policy Period: Six (6) years from the Effective Date for general representations and warranties; three (3) years from the Effective Date for tax representations; subject to the terms and conditions of the R&W Insurance Policy

We confirm that the R&W Insurance Policy is bound and effective as of the Closing Date. In accordance with Section 6.12 of the Credit Agreement (as amended by Amendment No. 3), Ironclad National Bank, in its capacity as Administrative Agent for the benefit of the Lenders, has been added as a notice party under the R&W Insurance Policy and, to the extent required under the Loan Documents and the applicable provisions of the Security Agreement, as an additional insured and/or loss payee with respect to any recoveries thereunder. A copy of the endorsement reflecting such designation is included with the enclosed binder.

2. Additional Deliverables Previously Transmitted or Delivered Separately

In addition to the deliverables enclosed herewith, we wish to confirm for the record that the following additional closing deliverables have been previously delivered to Ironclad National Bank (or its outside counsel, Whitaker Rollins & Associates LLP) or are being delivered under separate cover or by other parties in connection with the Closing:

(i) Equity Commitment Letter. The fully executed Equity Commitment Letter from Pinnacle River Capital Partners, LP, dated June 20, 2025, pursuant to which Pinnacle River has committed to contribute equity in an aggregate amount of $56,000,000, consisting of (A) $35,000,000 of cash equity to be contributed at Closing in partial satisfaction of the cash portion of the Purchase Price, and (B) $21,000,000 for the payment of transaction expenses and the establishment of post-closing reserves, including professional fees, transfer taxes, insurance premiums, and general working capital reserves. The Equity Commitment Letter was delivered to Ironclad's counsel on June 25, 2025, and we understand that no additional diligence or confirmation with respect thereto is required by the Administrative Agent.

(ii) Healthcare Regulatory Approvals. Evidence of receipt of all required healthcare regulatory approvals in connection with the Acquisition and the transfer of the Acquired Assets, including:

(A) Approval from the New York State Department of Health ("NY DOH") under Article 28 of the New York Public Health Law, authorizing the change of ownership and operation of the healthcare facilities included in the Acquired Assets, dated July 22, 2025 (NY DOH Application No. 252-0714-C);

(B) Approval from the Pennsylvania Department of Health ("PA DOH") for the transfer of facility licenses applicable to the Pennsylvania clinic locations included in the Acquired Assets, dated July 29, 2025 (PA DOH License Transfer Nos. HCF-2025-4188, HCF-2025-4189, and HCF-2025-4190);

(C) Reassignment of Centers for Medicare & Medicaid Services ("CMS") certifications for all eleven (11) clinic locations being acquired in connection with the Acquisition, specifically CMS Certification Numbers 33-7021, 33-7022, 33-7023, 33-7024, 33-7025, 33-7026, 33-7027, and 33-7028 (New York facilities) and CMS Certification Numbers 39-6011, 39-6012, and 39-6013 (Pennsylvania facilities), each effective as of the Closing Date or such later date as approved by CMS in connection with the change of ownership process; and

(D) Such other state and local regulatory approvals and notifications as are required in connection with the operation of the Acquired Business, to the extent applicable and obtained as of the Closing Date.

(iii) Lien Search Results. Comprehensive lien search results, including UCC, federal and state tax lien, and judgment searches, conducted against Lakewood Regional Health Partners, LLC and each of the Sellers in the applicable jurisdictions (including the States of New York, Pennsylvania, and Delaware), confirming that no liens, security interests, encumbrances, or other adverse claims exist with respect to the Acquired Assets other than Permitted Liens (as defined in the Credit Agreement) and liens that will be released at or prior to the Closing. Such searches were conducted by Pemberton Health IT and the results were delivered to Ironclad's counsel on August 4, 2025.

(iv) UCC-1 Financing Statements. UCC-1 financing statements (and any required amendments to existing UCC-1 financing statements) naming Crestline Packaging Solutions LLC as debtor and Ironclad National Bank, as Administrative Agent, as secured party, to be filed with the Delaware Secretary of State and in each other applicable jurisdiction, in order to perfect the security interests of the Administrative Agent in the Acquired Assets and the other collateral described in the Security Agreement, as amended in connection with Amendment No. 3. Such filing will be effected on or promptly following the Closing Date.

(v) Solvency Certificate. The Solvency Certificate of Crestline Packaging Solutions LLC, executed by Patricia Hsu, Chief Financial Officer, dated August 15, 2025, certifying that, after giving effect to the consummation of the Acquisition, the incurrence of the Incremental Term Loan, and the application of proceeds thereof, Crestline and its subsidiaries, on a consolidated basis, are Solvent (as defined in the Credit Agreement), including that (A) the fair value of Crestline's assets exceeds the total amount of its liabilities (including contingent and unliquidated liabilities), (B) Crestline is able to pay its debts and obligations as they become due, and (C) Crestline does not have unreasonably small capital for the conduct of its business. Such certificate was delivered to Ironclad under separate cover on August 14, 2025.

3. Incremental Term Loan Terms Confirmation

For the record and to facilitate the Administrative Agent's internal documentation and funding processes, we confirm the material economic terms of the Incremental Term Loan as set forth in Amendment No. 3 to the Credit Agreement:

For the avoidance of doubt, the existing undrawn $50,000,000 revolving credit facility under the Credit Agreement remains available to the Borrower in accordance with its terms and is not being modified or affected by Amendment No. 3, except as expressly provided therein.

4. Funding Instructions

We respectfully request that the proceeds of the Incremental Term Loan in the amount of $84,000,000 be funded on August 15, 2025, by wire transfer of immediately available funds in accordance with the flow of funds memorandum previously delivered to Ironclad National Bank on August 12, 2025 (the "Flow of Funds Memorandum"). The Flow of Funds Memorandum sets forth the specific wire transfer instructions for each disbursement, including, without limitation, disbursements to the following accounts:

(i) The escrow accounts maintained by Apex Title & Escrow Services, LLC (Escrow Officer: Denise Kowalski; address: 1 Penn Plaza, Suite 4210, New York, NY 10119; telephone: (212) 946-5500; email: dkowalski@apextitleescrow.com), for deposit of the Indemnification Escrow Amount and the Purchase Price Adjustment Escrow Amount;

(ii) The Sellers' designated account(s) for payment of the balance of the cash consideration at Closing; and

(iii) Such other accounts as are identified in the Flow of Funds Memorandum for the payment of transaction expenses, financing fees, and other amounts due and payable at Closing.

To the extent that any revisions to the Flow of Funds Memorandum are required prior to the funding, we will deliver an updated memorandum to your attention promptly. We confirm that the flow of funds has been reviewed and approved by all parties, including Pinnacle River Capital Partners, LP and Apex Title & Escrow Services, LLC.

5. Contact Information and Closing Courtesies

Should you have any questions regarding the enclosed deliverables, the status of any outstanding items, or any other matter in connection with Amendment No. 3 or the Incremental Term Loan, please do not hesitate to contact the undersigned, James Prentice, Responsible Partner, at (212) 554-7844 or jprentice@calderwoodharkness.com, or Derek Okonkwo, Lead Associate, at (212) 554-7912 or dokonkwo@calderwoodharkness.com, at Calderwood & Harkness LLP, 425 Lexington Avenue, 31st Floor, New York, NY 10017.

We would like to take this opportunity to express our sincere appreciation for the professionalism and cooperation of the Ironclad National Bank team throughout the financing process. The responsiveness and diligence of your team and your outside counsel at Whitaker Rollins & Associates LLP have been instrumental in facilitating a timely and efficient closing, and we look forward to continuing to work together on this credit facility going forward.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

James Prentice Partner

Enclosures (as described in Sections 1(a) through 1(f) above)

cc:

Marcus Waverly, Chief Executive Officer, Crestline Packaging Solutions LLC, 8400 Scioto Darby Road, Suite 300, Columbus, OH 43228

Patricia Hsu, Chief Financial Officer, Crestline Packaging Solutions LLC

Elliot Bergstrom, Managing Partner, Pinnacle River Capital Partners, LP, 200 South Wacker Drive, Suite 3100, Chicago, IL 60606

Jordan Samuels, Vice President, Pinnacle River Capital Partners, LP

Sandra Tung, Billing Partner, Calderwood & Harkness LLP

Derek Okonkwo, Lead Associate, Calderwood & Harkness LLP

Term	Detail
Principal Amount	$84,000,000
Interest Rate	Term SOFR + 425 basis points per annum
SOFR Floor	0.50%
Amortization	1.0% per annum, payable in equal quarterly installments of $210,000 each, commencing on the last Business Day of the first full fiscal quarter following the Closing Date
Maturity Date	September 17, 2027 (co-terminus with the existing term loan facility under the Credit Agreement)
Financing Fees	$1,260,000 (1.50% of the Incremental Term Loan principal amount), payable at Closing
Prepayment Premium	As set forth in Section 2.05(a) of the Credit Agreement, as amended
Security	First-priority lien on substantially all assets of the Borrower and Guarantors, including the Acquired Assets, pari passu with the existing term loan facility

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Lexington Avenue, 31st Floor New York, NY 10017
Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com
James Prentice, Partner Direct Dial: (212) 554-7844 jprentice@calderwoodharkness.com
August 15, 2025
Kenneth Boateng Senior Vice President, Healthcare & Specialty Lending Ironclad National Bank 301 South Tryon Street Charlotte, NC 28202
Re: Closing Deliverables — Amendment No. 3 to Credit Agreement dated September 17, 2021, by and among Crestline Packaging Solutions LLC, CPS Holdings, Inc., the Guarantors party thereto, Ironclad National Bank, as Administrative Agent, and the Lenders party thereto; $84,000,000 Incremental Term Loan in connection with the acquisition of substantially all assets of Lakewood Regional Health Partners, LLC
Calderwood & Harkness Matter No. 1006-00008
Dear Mr. Boateng:
This firm represents Crestline Packaging Solutions LLC, a Delaware limited liability company ("Crestline" or the "Borrower"), and CPS Holdings, Inc., a Delaware C-corporation ("Holdings" and, together with Crestline, the "Loan Parties"), in connection with the Borrower's acquisition (the "Acquisition") of substantially all of the assets of Lakewood Regional Health Partners, LLC, a New York limited liability company ("Lakewood" or the "Target"), pursuant to that certain Asset Purchase Agreement dated as of June 16, 2025 (the "APA"), by and between Crestline, as Buyer, on the one hand, and Lakewood, Dr. Raymond Alcott, and Dr. Nadia Petrosian (collectively, the "Sellers"), on the other hand. The purpose of this letter is to transmit the closing deliverables required under Amendment No. 3 to that certain Credit Agreement dated September 17, 2021 (as amended by Amendment No. 1 dated March 9, 2023, Amendment No. 2 dated November 14, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and among Crestline, as Borrower, Holdings, the Guarantors party thereto, Ironclad National Bank ("Ironclad"), as Administrative Agent, and the Lenders party thereto, in connection with the funding of the $84,000,000 incremental term loan facility established thereunder (the "Incremental Term Loan"). The anticipated Closing Date for both the Acquisition and the funding of the Incremental Term Loan is August 15, 2025. This matter is being handled under Calderwood & Harkness Matter No. 1006-00008.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Credit Agreement, as amended by Amendment No. 3.
1. Enclosed Closing Deliverables
Set forth below is a description of the documents that are enclosed herewith, or that are being delivered concurrently via separate transmission, in satisfaction of the conditions precedent to the funding of the Incremental Term Loan as set forth in Section 4 of Amendment No. 3 to the Credit Agreement and the applicable provisions of Article V thereof. Each document has been executed and delivered as of the date hereof unless otherwise noted.
(a) Executed Asset Purchase Agreement
Enclosed herewith is a fully executed copy of the Asset Purchase Agreement dated as of June 16, 2025, by and between Crestline, as Buyer, and the Sellers, together with all exhibits, schedules, and disclosure schedules thereto. The enclosed copy includes, without limitation, the following ancillary documents and exhibits forming an integral part of the APA:
(i) Working Capital Methodology (Schedule 2.4 to the APA), setting forth the agreed-upon methodology for the calculation of Net Working Capital as of the Closing Date, including the Working Capital Target of $6,200,000 and the agreed-upon collar of plus or minus $500,000 (i.e., a range of $5,700,000 to $6,700,000), below or above which a purchase price adjustment shall be made dollar-for-dollar in accordance with the procedures set forth in Section 2.4 of the APA;
(ii) Indemnification Escrow Agreement (Exhibit C to the APA), pursuant to which $35,000,000 of the aggregate Purchase Price has been deposited into an escrow account maintained with Apex Title & Escrow Services, LLC, a New York limited liability company ("Apex"), acting in its capacity as Escrow Agent, to secure the indemnification obligations of the Sellers under Article IX of the APA. Such escrow funds shall be held and disbursed in accordance with the terms and conditions of the Indemnification Escrow Agreement, which provides for scheduled releases on the first and second anniversaries of the Closing Date, subject to pending indemnification claims, if any; and
(iii) Purchase Price Adjustment Escrow Agreement (Exhibit D to the APA), pursuant to which $3,500,000 of the aggregate Purchase Price has been deposited into a separate escrow account maintained with Apex to secure the post-closing purchase price adjustment obligations of the parties under Section 2.4 of the APA. Such amount shall be held and disbursed upon the final determination of Closing Net Working Capital in accordance with the dispute resolution procedures set forth therein.
For the avoidance of doubt, the aggregate Purchase Price for the Acquisition is $140,000,000, payable as follows:
•  Cash at Closing: $119,000,000, consisting of (A) $84,000,000 funded from the proceeds of the Incremental Term Loan, and (B) $35,000,000 funded from the equity contribution by Pinnacle River Capital Partners, LP ("Pinnacle River"), the indirect controlling equity holder of Holdings, as further described in Section 2 below;
•  Indemnification Escrow: $17,500,000 deposited with Apex, funded from Incremental Term Loan proceeds, with the remaining $17,500,000 funded from the Pinnacle River equity contribution, totaling $35,000,000 in aggregate; and
•  Purchase Price Adjustment Escrow: $3,500,000 deposited with Apex, funded from Incremental Term Loan proceeds.
The enclosed copy of the APA has been conformed to reflect all amendments, supplements, and side letters executed by the parties prior to the date hereof. To our knowledge, no amendments to the APA have been executed or are contemplated other than as reflected in the enclosed conformed copy, and the APA remains in full force and effect as of the date of this letter.
(b) Officer's Certificate of Crestline Packaging Solutions LLC
Enclosed herewith is the Officer's Certificate of Marcus Waverly, in his capacity as Chief Executive Officer of Crestline Packaging Solutions LLC, dated August 15, 2025, delivered pursuant to Section 4(b) of Amendment No. 3 and Section 5.02 of the Credit Agreement. In such certificate, Mr. Waverly certifies as follows:
(i) that the representations and warranties of Crestline and each other Loan Party contained in the Credit Agreement (as amended by Amendment No. 3) and in each other Loan Document are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the Closing Date, both immediately before and after giving effect to the Acquisition, the incurrence of the Incremental Term Loan, and the application of proceeds thereof, with the same effect as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects (or, as applicable, in all respects) as of such earlier date;
(ii) that no Default or Event of Default (as each such term is defined in the Credit Agreement) exists as of the Closing Date, or would result from, or be caused by, the funding of the Incremental Term Loan, the consummation of the Acquisition, or any transaction contemplated by Amendment No. 3 or the APA;
(iii) that, on a pro forma basis after giving effect to the consummation of the Acquisition and the incurrence of the Incremental Term Loan (and the application of proceeds thereof), Crestline is in compliance with each of the financial covenants set forth in Section 7.11 of the Credit Agreement, including (A) the Maximum Total Net Leverage Ratio of 4.75:1.00, (B) the Minimum Interest Coverage Ratio of 2.50:1.00, and (C) the Minimum Fixed Charge Coverage Ratio of 1.20:1.00, in each case calculated for the most recently ended four fiscal quarter period for which financial statements have been delivered, adjusted on a pro forma basis in accordance with Section 1.04 of the Credit Agreement; and
(iv) that the Acquisition has been consummated, or will be consummated substantially simultaneously with the funding of the Incremental Term Loan on the Closing Date, in accordance with the terms of the APA, without any material amendment, supplement, modification, or waiver thereof that has not been consented to by the Administrative Agent (to the extent such consent is required under the Credit Agreement).
(c) Secretary's / Authorized Person's Certificate of Crestline Packaging Solutions LLC
Enclosed herewith is the Certificate of Patricia Hsu, in her capacity as Chief Financial Officer of Crestline Packaging Solutions LLC and as an authorized person of the LLC for purposes of this certification (there being no Secretary of the LLC as a limited liability company organized under the laws of the State of Delaware), dated August 15, 2025, delivered pursuant to Section 4(c) of Amendment No. 3 and Section 5.01(a)(iv) of the Credit Agreement. Such certificate attaches and certifies the following:
(i) a true, correct, and complete copy of the Certificate of Formation of Crestline Packaging Solutions LLC, as filed with the Secretary of State of the State of Delaware on April 12, 2019, together with all amendments thereto through the date hereof, and a true, correct, and complete copy of the current Amended and Restated Limited Liability Company Operating Agreement of Crestline, dated as of January 8, 2022 (as amended by that certain First Amendment to Amended and Restated Limited Liability Company Operating Agreement dated as of November 14, 2024), each of which remains in full force and effect as of the date hereof and has not been further amended, modified, or supplemented;
(ii) true, correct, and complete copies of the resolutions duly adopted by the Board of Managers of Crestline (constituting the equivalent governing body of the LLC) at a meeting duly convened and held on July 28, 2025, at which a quorum was present and acting throughout, authorizing (A) the execution and delivery by Crestline of Amendment No. 3 to the Credit Agreement, the Incremental Term Loan, and each other Loan Document to which Crestline is or will be a party in connection therewith, (B) the consummation of the Acquisition and the performance by Crestline of its obligations under the APA and each ancillary agreement thereto, and (C) the taking of all actions necessary, appropriate, or advisable in connection with the foregoing, including the designation of certain officers of Crestline authorized to execute and deliver such documents on behalf of Crestline, which resolutions have not been amended, modified, revoked, or rescinded and remain in full force and effect as of the date hereof;
(iii) a certificate of incumbency setting forth the name, title, and genuine specimen signature of each officer of Crestline authorized to execute and deliver the Loan Documents and any other documents or instruments contemplated by Amendment No. 3 on behalf of Crestline, namely: Marcus Waverly, Chief Executive Officer; Patricia Hsu, Chief Financial Officer; and Thomas Eriksen, General Counsel and Vice President, Legal Affairs; and
(iv) substantially similar certifications for CPS Holdings, Inc. and each Guarantor party to the Credit Agreement, including (A) copies of the Certificate of Incorporation and Bylaws (or equivalent organizational documents) of CPS Holdings, Inc., certified as true, correct, and complete, (B) resolutions of the Board of Directors of CPS Holdings, Inc. duly adopted on July 28, 2025, authorizing the transactions contemplated by Amendment No. 3, (C) incumbency and specimen signature certificates for CPS Holdings, Inc. and each such Guarantor, and (D) reaffirmation of each Guarantor's obligations under the Guaranty Agreement executed in connection with the Credit Agreement.
(d) Calderwood & Harkness Legal Opinion
Enclosed herewith is the legal opinion of Calderwood & Harkness LLP, dated August 15, 2025, addressed to Ironclad National Bank, in its capacity as Administrative Agent under the Credit Agreement, and to each of the Lenders party to the Credit Agreement and Amendment No. 3 (collectively, the "Opinion Recipients"), delivered pursuant to Section 4(d) of Amendment No. 3. The legal opinion covers the following matters:
(i) Organization and Good Standing. Crestline Packaging Solutions LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and CPS Holdings, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Each of Crestline and Holdings is duly qualified and in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
(ii) Power and Authority. Each of Crestline and Holdings has the limited liability company or corporate power and authority, as applicable, to enter into and perform its obligations under Amendment No. 3, the Incremental Term Loan documents, and each other Loan Document to which it is a party, and to consummate the transactions contemplated thereby.
(iii) Due Authorization, Execution, and Delivery. The execution and delivery by each of Crestline and Holdings of Amendment No. 3, the Incremental Term Loan documents, and each other Loan Document to which it is a party, and the performance of its obligations thereunder, have been duly authorized by all necessary limited liability company or corporate action, as applicable, and each such document has been duly executed and delivered by Crestline and/or Holdings, as the case may be.
(iv) Enforceability. Each of the Loan Documents to which Crestline or Holdings is a party constitutes the legal, valid, and binding obligation of such entity, enforceable against it in accordance with its terms, subject to customary qualifications and exceptions, including (A) the effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and similar laws affecting creditors' rights generally, (B) general principles of equity (including concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether considered in a proceeding in equity or at law, and (C) the possible unenforceability of certain indemnification, contribution, and exculpation provisions under applicable securities laws and public policy considerations.
(v) No Conflict. The execution, delivery, and performance by each of Crestline and Holdings of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not (A) violate any provision of the Certificate of Formation, Operating Agreement, Certificate of Incorporation, or Bylaws (or equivalent organizational documents) of Crestline or Holdings, (B) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority applicable to Crestline or Holdings of which we have knowledge, or (C) result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any material agreement, contract, lease, license, or instrument to which Crestline or Holdings is a party or by which any of their respective properties or assets are bound, except for any such conflict, violation, breach, default, acceleration, termination, modification, or cancellation that would not reasonably be expected to have a Material Adverse Effect.
(vi) Governmental Consents. No consent, approval, order, or authorization of, or registration, declaration, or filing with, any governmental authority is required in connection with the execution and delivery by Crestline or Holdings of the Loan Documents or the consummation by Crestline or Holdings of the transactions contemplated thereby, other than (A) those that have been duly obtained or made and are in full force and effect, (B) filings and recordings necessary to perfect the security interests created under the Loan Documents, including UCC-1 financing statements, and (C) such other consents, approvals, orders, authorizations, registrations, declarations, and filings that are of a routine or ministerial nature and the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect.
The legal opinion is governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the General Corporation Law and the Limited Liability Company Act of the State of Delaware, as applicable. The legal opinion is subject to the customary assumptions, limitations, qualifications, and exceptions set forth therein and is rendered solely for the benefit of the Opinion Recipients in connection with the transactions contemplated by Amendment No. 3.
(e) Good Standing Certificates
Enclosed herewith are the following certificates of good standing (or equivalent status certificates), each issued within ten (10) days of the Closing Date as required by Section 4(e) of Amendment No. 3:
(i) Certificate of Good Standing for Crestline Packaging Solutions LLC, issued by the Secretary of State of the State of Delaware, dated August 7, 2025;
(ii) Certificate of Good Standing for CPS Holdings, Inc., issued by the Secretary of State of the State of Delaware, dated August 7, 2025;
(iii) Certificate of Authority / Foreign Qualification Certificate for Crestline Packaging Solutions LLC in the State of New York, issued by the New York Department of State, Division of Corporations, dated August 8, 2025;
(iv) Certificate of Authority / Foreign Qualification Certificate for Crestline Packaging Solutions LLC in the State of Ohio, issued by the Ohio Secretary of State, dated August 6, 2025; and
(v) Certificate of Authority / Foreign Qualification Certificate for Crestline Packaging Solutions LLC in the Commonwealth of Pennsylvania, issued by the Pennsylvania Department of State, dated August 8, 2025.
To the extent that Crestline is qualified to do business in any additional jurisdiction in connection with the operation of the Acquired Business (including, without limitation, in connection with the eleven clinic locations being acquired), we have confirmed through our review of the Target's organizational records and state regulatory filings that no additional foreign qualification certificates are required beyond those enumerated above. Should the Administrative Agent require certificates from any additional jurisdictions, we will undertake to obtain and deliver them promptly.
(f) Evidence of Representations and Warranties Insurance
Enclosed herewith is the binder of insurance (the "R&W Insurance Binder") evidencing the Buyer-side representations and warranties insurance policy (Policy No. to be assigned upon final issuance; binder reference KMA-2025-RW-07418) issued by Keystone Mutual Assurance Company, a New York domestic mutual insurance company ("Keystone"), in connection with the Acquisition. The material terms of the R&W Insurance Policy are as follows:
•  Insured: Crestline Packaging Solutions LLC and its successors and permitted assigns
•  Policy Limit: $35,000,000, representing twenty-five percent (25%) of the aggregate Purchase Price of $140,000,000
•  Retention: $2,100,000, representing one and one-half percent (1.5%) of the aggregate Purchase Price, to be borne by the Insured before coverage attaches under the R&W Insurance Policy
•  Premium: $980,000 (inclusive of underwriting fees and surplus lines taxes, as applicable), payable by Crestline at or prior to the Closing Date
•  Broker: Northern Crest Insurance Brokers, LLC (Account Executive: Michael Torrance; direct telephone: (212) 881-3240; email: mtorrance@northerncrest.com)
•  Effective Date: August 15, 2025 (the Closing Date)
•  Policy Period: Six (6) years from the Effective Date for general representations and warranties; three (3) years from the Effective Date for tax representations; subject to the terms and conditions of the R&W Insurance Policy
We confirm that the R&W Insurance Policy is bound and effective as of the Closing Date. In accordance with Section 6.12 of the Credit Agreement (as amended by Amendment No. 3), Ironclad National Bank, in its capacity as Administrative Agent for the benefit of the Lenders, has been added as a notice party under the R&W Insurance Policy and, to the extent required under the Loan Documents and the applicable provisions of the Security Agreement, as an additional insured and/or loss payee with respect to any recoveries thereunder. A copy of the endorsement reflecting such designation is included with the enclosed binder.
2. Additional Deliverables Previously Transmitted or Delivered Separately
In addition to the deliverables enclosed herewith, we wish to confirm for the record that the following additional closing deliverables have been previously delivered to Ironclad National Bank (or its outside counsel, Whitaker Rollins & Associates LLP) or are being delivered under separate cover or by other parties in connection with the Closing:
(i) Equity Commitment Letter. The fully executed Equity Commitment Letter from Pinnacle River Capital Partners, LP, dated June 20, 2025, pursuant to which Pinnacle River has committed to contribute equity in an aggregate amount of $56,000,000, consisting of (A) $35,000,000 of cash equity to be contributed at Closing in partial satisfaction of the cash portion of the Purchase Price, and (B) $21,000,000 for the payment of transaction expenses and the establishment of post-closing reserves, including professional fees, transfer taxes, insurance premiums, and general working capital reserves. The Equity Commitment Letter was delivered to Ironclad's counsel on June 25, 2025, and we understand that no additional diligence or confirmation with respect thereto is required by the Administrative Agent.
(ii) Healthcare Regulatory Approvals. Evidence of receipt of all required healthcare regulatory approvals in connection with the Acquisition and the transfer of the Acquired Assets, including:
(A) Approval from the New York State Department of Health ("NY DOH") under Article 28 of the New York Public Health Law, authorizing the change of ownership and operation of the healthcare facilities included in the Acquired Assets, dated July 22, 2025 (NY DOH Application No. 252-0714-C);
(B) Approval from the Pennsylvania Department of Health ("PA DOH") for the transfer of facility licenses applicable to the Pennsylvania clinic locations included in the Acquired Assets, dated July 29, 2025 (PA DOH License Transfer Nos. HCF-2025-4188, HCF-2025-4189, and HCF-2025-4190);
(C) Reassignment of Centers for Medicare & Medicaid Services ("CMS") certifications for all eleven (11) clinic locations being acquired in connection with the Acquisition, specifically CMS Certification Numbers 33-7021, 33-7022, 33-7023, 33-7024, 33-7025, 33-7026, 33-7027, and 33-7028 (New York facilities) and CMS Certification Numbers 39-6011, 39-6012, and 39-6013 (Pennsylvania facilities), each effective as of the Closing Date or such later date as approved by CMS in connection with the change of ownership process; and
(D) Such other state and local regulatory approvals and notifications as are required in connection with the operation of the Acquired Business, to the extent applicable and obtained as of the Closing Date.
(iii) Lien Search Results. Comprehensive lien search results, including UCC, federal and state tax lien, and judgment searches, conducted against Lakewood Regional Health Partners, LLC and each of the Sellers in the applicable jurisdictions (including the States of New York, Pennsylvania, and Delaware), confirming that no liens, security interests, encumbrances, or other adverse claims exist with respect to the Acquired Assets other than Permitted Liens (as defined in the Credit Agreement) and liens that will be released at or prior to the Closing. Such searches were conducted by Pemberton Health IT and the results were delivered to Ironclad's counsel on August 4, 2025.
(iv) UCC-1 Financing Statements. UCC-1 financing statements (and any required amendments to existing UCC-1 financing statements) naming Crestline Packaging Solutions LLC as debtor and Ironclad National Bank, as Administrative Agent, as secured party, to be filed with the Delaware Secretary of State and in each other applicable jurisdiction, in order to perfect the security interests of the Administrative Agent in the Acquired Assets and the other collateral described in the Security Agreement, as amended in connection with Amendment No. 3. Such filing will be effected on or promptly following the Closing Date.
(v) Solvency Certificate. The Solvency Certificate of Crestline Packaging Solutions LLC, executed by Patricia Hsu, Chief Financial Officer, dated August 15, 2025, certifying that, after giving effect to the consummation of the Acquisition, the incurrence of the Incremental Term Loan, and the application of proceeds thereof, Crestline and its subsidiaries, on a consolidated basis, are Solvent (as defined in the Credit Agreement), including that (A) the fair value of Crestline's assets exceeds the total amount of its liabilities (including contingent and unliquidated liabilities), (B) Crestline is able to pay its debts and obligations as they become due, and (C) Crestline does not have unreasonably small capital for the conduct of its business. Such certificate was delivered to Ironclad under separate cover on August 14, 2025.
3. Incremental Term Loan Terms Confirmation
For the record and to facilitate the Administrative Agent's internal documentation and funding processes, we confirm the material economic terms of the Incremental Term Loan as set forth in Amendment No. 3 to the Credit Agreement:
For the avoidance of doubt, the existing undrawn $50,000,000 revolving credit facility under the Credit Agreement remains available to the Borrower in accordance with its terms and is not being modified or affected by Amendment No. 3, except as expressly provided therein.
4. Funding Instructions
We respectfully request that the proceeds of the Incremental Term Loan in the amount of $84,000,000 be funded on August 15, 2025, by wire transfer of immediately available funds in accordance with the flow of funds memorandum previously delivered to Ironclad National Bank on August 12, 2025 (the "Flow of Funds Memorandum"). The Flow of Funds Memorandum sets forth the specific wire transfer instructions for each disbursement, including, without limitation, disbursements to the following accounts:
(i) The escrow accounts maintained by Apex Title & Escrow Services, LLC (Escrow Officer: Denise Kowalski; address: 1 Penn Plaza, Suite 4210, New York, NY 10119; telephone: (212) 946-5500; email: dkowalski@apextitleescrow.com), for deposit of the Indemnification Escrow Amount and the Purchase Price Adjustment Escrow Amount;
(ii) The Sellers' designated account(s) for payment of the balance of the cash consideration at Closing; and
(iii) Such other accounts as are identified in the Flow of Funds Memorandum for the payment of transaction expenses, financing fees, and other amounts due and payable at Closing.
To the extent that any revisions to the Flow of Funds Memorandum are required prior to the funding, we will deliver an updated memorandum to your attention promptly. We confirm that the flow of funds has been reviewed and approved by all parties, including Pinnacle River Capital Partners, LP and Apex Title & Escrow Services, LLC.
5. Contact Information and Closing Courtesies
Should you have any questions regarding the enclosed deliverables, the status of any outstanding items, or any other matter in connection with Amendment No. 3 or the Incremental Term Loan, please do not hesitate to contact the undersigned, James Prentice, Responsible Partner, at (212) 554-7844 or jprentice@calderwoodharkness.com, or Derek Okonkwo, Lead Associate, at (212) 554-7912 or dokonkwo@calderwoodharkness.com, at Calderwood & Harkness LLP, 425 Lexington Avenue, 31st Floor, New York, NY 10017.
We would like to take this opportunity to express our sincere appreciation for the professionalism and cooperation of the Ironclad National Bank team throughout the financing process. The responsiveness and diligence of your team and your outside counsel at Whitaker Rollins & Associates LLP have been instrumental in facilitating a timely and efficient closing, and we look forward to continuing to work together on this credit facility going forward.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
James Prentice Partner
Enclosures (as described in Sections 1(a) through 1(f) above)
cc:
Marcus Waverly, Chief Executive Officer, Crestline Packaging Solutions LLC, 8400 Scioto Darby Road, Suite 300, Columbus, OH 43228
Patricia Hsu, Chief Financial Officer, Crestline Packaging Solutions LLC
Elliot Bergstrom, Managing Partner, Pinnacle River Capital Partners, LP, 200 South Wacker Drive, Suite 3100, Chicago, IL 60606
Jordan Samuels, Vice President, Pinnacle River Capital Partners, LP
Sandra Tung, Billing Partner, Calderwood & Harkness LLP
Derek Okonkwo, Lead Associate, Calderwood & Harkness LLP
Term | Detail
Principal Amount | $84,000,000
Interest Rate | Term SOFR + 425 basis points per annum
SOFR Floor | 0.50%
Amortization | 1.0% per annum, payable in equal quarterly installments of $210,000 each, commencing on the last Business Day of the first full fiscal quarter following the Closing Date
Maturity Date | September 17, 2027 (co-terminus with the existing term loan facility under the Credit Agreement)
Financing Fees | $1,260,000 (1.50% of the Incremental Term Loan principal amount), payable at Closing
Prepayment Premium | As set forth in Section 2.05(a) of the Credit Agreement, as amended
Security | First-priority lien on substantially all assets of the Borrower and Guarantors, including the Acquired Assets, pari passu with the existing term loan facility

CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

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