1006-00008 · Crestline Packaging Solutions LLC · Engagement

engagement-letter-crestline.docx DOCUMENT M&A / Corporate

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue, 31st Floor New York, NY 10017 Tel: (212) 558-4000

Fax: (212) 558-4001

www.calderwoodharkness.com

May 1, 2025

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

Re: Engagement of Calderwood & Harkness LLP — Representation of Crestline Packaging Solutions LLC in Connection with the Proposed Asset Purchase of Lakewood Regional Health Partners, LLC Matter No. 1006-00008

Dear Mr. Waverly:

We are pleased that Crestline Packaging Solutions LLC has selected Calderwood & Harkness LLP to serve as its legal counsel in connection with the proposed acquisition of Lakewood Regional Health Partners, LLC. This engagement letter sets forth the terms and conditions of our representation, and we ask that you review it carefully. If you have any questions regarding any provision of this letter, please do not hesitate to contact me or Sandra Tung before executing the letter.

1. Purpose of This Letter

This letter sets forth the terms and conditions under which Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") will represent Crestline Packaging Solutions LLC ("Crestline," "CPS," or the "Client") as buyer's counsel in connection with the proposed acquisition by Crestline of substantially all of the assets of Lakewood Regional Health Partners, LLC ("Lakewood" or "LRHP"), a New York limited liability company, by means of an asset purchase agreement and related ancillary transactions (collectively, the "Transaction"). The Transaction is being pursued pursuant to that certain non-binding Letter of Intent executed on April 14, 2025, between Crestline and Lakewood, which contemplates an estimated aggregate purchase price for the Transaction of One Hundred Forty Million Dollars ($140,000,000), subject to customary adjustments as may be set forth in the definitive Asset Purchase Agreement.

We understand that CPS Holdings, Inc., the indirect parent entity of Crestline, and Pinnacle River Capital Partners, LP, the private equity sponsor of CPS Holdings, Inc., are affiliated entities whose interests the Firm may be called upon to consider in connection with the Transaction. Notwithstanding the foregoing, the Firm's Client for all purposes of this engagement is Crestline Packaging Solutions LLC only. Our duties of loyalty, confidentiality, and zealous representation run to Crestline as the Client. While we will, as appropriate and at your direction, coordinate with representatives of CPS Holdings, Inc. and Pinnacle River Capital Partners, LP, our professional obligations under the applicable rules of professional conduct are owed solely to Crestline.

2. Scope of Engagement

The Firm will provide the following legal services to the Client in connection with the Transaction:

(a) Due Diligence. The Firm will coordinate and conduct comprehensive legal due diligence on Lakewood and its operations, assets, liabilities, and contractual relationships. This due diligence review will encompass, without limitation, the following areas:

(i) Corporate and Organizational Documents. Review of Lakewood's certificate of formation, operating agreement, all amendments thereto, resolutions, consents, and governance documents, as well as any subsidiaries or affiliated entities, to confirm organizational standing, authority to consummate the Transaction, and capitalization matters.

(ii) Material Contracts. Review and analysis of all material contracts to which Lakewood is a party or by which its assets are bound, including but not limited to:

• the Clearpath Health Systems EHR License Agreement No. CP-ENT-2022-0487, including all amendments, order forms, service level agreements, and data processing addenda associated therewith;

• the Marlowe Asset Management Medical Equipment Finance lease schedules designated VML-2023-1140, VML-2023-1141, and VML-2024-0219, including all related master lease agreements, equipment schedules, guaranties, and UCC filings;

• managed care agreements, including, in particular, the arrangement with Meridian Shield Health Plans, and all other payor contracts material to Lakewood's revenue;

• the Redstone Diagnostics reference laboratory services agreement and any related CLIA compliance documentation;

• all other vendor, supplier, services, and customer agreements deemed material under the applicable threshold to be established in the Asset Purchase Agreement.

(iii) Real Property Matters. Review of all owned real property, including the facilities located in Rochester, New York and Syracuse, New York, encompassing title reports, surveys, zoning compliance, and any encumbrances or liens. Review of all leased real property across nine leased locations, including lease agreements, amendments, estoppel certificates, subordination and non-disturbance agreements, and landlord consent requirements in connection with an assignment or change of control.

(iv) Employee and Benefits Matters. Review of employment-related documents pertaining to Lakewood's workforce, which we understand comprises approximately 410 full-time equivalent employees, including 38 physicians and 24 nurse practitioners and physician assistants. This review will encompass employment agreements, offer letters, independent contractor agreements, employee handbooks and policies, benefit plans (including qualified retirement plans, health and welfare plans, and any deferred compensation arrangements), COBRA obligations, WARN Act considerations, and collective bargaining agreements, if any.

(v) intellectual Property. Review of all trademarks, service marks, trade names, domain names, copyrights, patents, trade secrets, and other intellectual property rights owned by or licensed to Lakewood, including any registrations, applications, and material license agreements.

(vi) Insurance. Review of all insurance policies maintained by Lakewood, including general liability, professional liability (medical malpractice), property, workers' compensation, directors' and officers' liability, and cyber liability policies, as well as claims history and any pending or threatened claims.

(vii) Litigation and Regulatory Matters. Review of all pending, threatened, or anticipated litigation, arbitration, administrative proceedings, and regulatory inquiries involving Lakewood, including, in particular, the ongoing inquiry by the Office of Inspector General of the U.S. Department of Health and Human Services regarding CPT Code 99214 upcoding at Lakewood's Syracuse facility. Assessment of compliance with federal and state healthcare regulatory requirements, including the Anti-Kickback Statute, the Stark Law, HIPAA, and state-specific fraud and abuse statutes.

(viii) Environmental Matters. Review of all available environmental reports, assessments, permits, and compliance documentation relating to Lakewood's owned and leased properties.

The Firm will coordinate the due diligence process with the following advisors retained by the Client or its affiliates: Ridgepoint Advisory Group, LLC (financial advisor); Hargrove & Whitaker LLP (accounting and tax advisor); Stonebridge Actuarial & Benefits Consulting, Inc. (benefits consultant); Clearfield Environmental Consultants, Inc. (environmental consultant); and Marchand Healthcare Regulatory Advisors, LLC (healthcare regulatory advisor). The Firm will work collaboratively with these advisors to ensure efficient coverage of all diligence areas and to minimize duplication of effort.

(b) Transaction Documents. The Firm will draft, review, and negotiate the Asset Purchase Agreement and all ancillary documents required to consummate the Transaction. The anticipated ancillary documents include, without limitation, the following:

(i) seller disclosure schedules to the Asset Purchase Agreement;

(ii) an indemnification escrow agreement and a purchase price adjustment escrow agreement, in each case with Apex Title & Escrow Services, LLC serving as escrow agent;

(iii) a transition services agreement providing for the continued provision of certain operational, administrative, and information technology services by the seller for a transitional period following the closing;

(iv) consulting and non-competition agreements with Dr. Raymond Alcott and Dr. Nadia Petrosian, each in form and substance acceptable to the Client;

(v) assignment and assumption agreements for assumed contracts and assumed liabilities;

(vi) bills of sale and instruments of transfer;

(vii) any required consents, estoppels, or novation agreements for assumed contracts, real property leases, and governmental permits; and

(viii) such other documents as the parties may reasonably determine to be necessary or desirable in connection with the consummation of the Transaction.

(c) Financing. The Firm will coordinate with Ironclad National Bank, in its capacity as senior lender and administrative agent, and with its outside counsel, in connection with the incremental term loan in the aggregate principal amount of Eighty-Four Million Dollars ($84,000,000) to be incurred under the Credit Agreement dated September 17, 2021 (as amended, restated, supplemented, or otherwise modified from time to time), including the review and negotiation of any amendment, joinder, incremental facility agreement, or other documentation required to effect such incremental borrowing. The Firm will also coordinate with Pinnacle River Capital Partners, LP regarding the equity commitment of Fifty-Six Million Dollars ($56,000,000), including any equity commitment letter, limited guaranty, or contribution agreement associated therewith.

(d) Regulatory Filings and Approvals. The Firm will prepare and file, or coordinate the preparation and filing of, all applications, notices, and other submissions required in connection with the change of ownership of Lakewood's healthcare operations, including, without limitation:

(i) applications or notices to the New York Department of Health for the transfer or reissuance of Article 28 operating certificates designated D&TC-4821, D&TC-4822, D&TC-4823, D&TC-4824, D&TC-4825, D&TC-4826, D&TC-4827, and D&TC-4828;

(ii) applications or notices to the Pennsylvania Department of Health for the transfer or reissuance of facility licenses designated OPC-20140892, OPC-20140893, and OPC-20140894; and

(iii) change of ownership notifications to the Centers for Medicare & Medicaid Services ("CMS") with respect to CMS certification numbers 33-7021 through 33-7028 (New York facilities) and 39-6011 through 39-6013 (Pennsylvania facilities).

The Firm's current target is to submit all regulatory filings within ten (10) business days following execution of the definitive Asset Purchase Agreement, which, based on the current projected timeline, would place the filing deadline on or about June 26, 2025. The Firm will coordinate with Marchand Healthcare Regulatory Advisors, LLC on all healthcare regulatory matters, including the preparation of regulatory filings, responses to supplemental information requests, and strategy related to the timing and sequencing of regulatory approvals.

(e) Insurance. The Firm will coordinate with Northern Crest Insurance Brokers, LLC and Keystone Mutual Assurance Company regarding the procurement, structuring, and negotiation of the representations and warranties insurance policy (the "R&W Policy"), which is expected to provide a limit of liability of Thirty-Five Million Dollars ($35,000,000) with a retention of Two Million One Hundred Thousand Dollars ($2,100,000). The Firm will review the R&W Policy to ensure alignment with the representations and warranties set forth in the Asset Purchase Agreement and to identify any exclusions or limitations that may require negotiation or supplemental coverage. Additionally, the Firm will review the tail professional liability insurance policy and the tail directors' and officers' liability insurance policy to be placed with Ridgeline Specialty Insurance Company in connection with the Transaction.

(f) Closing. The Firm will prepare closing checklists, closing certificates, officer's certificates, secretary's certificates, and all other deliverables required for the consummation of the Transaction. The Firm will coordinate all aspects of the closing process, including the execution and delivery of all Transaction documents, the satisfaction or waiver of all closing conditions, and the mechanics of fund flows and wire transfers. The closing is currently estimated for August 15, 2025. Following the closing, the Firm will assist with post-closing matters, including but not limited to: the working capital true-up process, for which the deadline for delivery of the closing balance sheet and completion of the true-up adjustment is currently anticipated to be November 13, 2025 (ninety (90) days post-closing); the processing of any post-closing purchase price adjustments; the release of escrow funds; and coordination with regulatory authorities on any outstanding post-closing filings or approvals.

Limitations on Scope. This engagement does not include the representation of the Client in any litigation, arbitration, tax controversy, or other dispute proceeding, whether arising out of or relating to the Transaction or otherwise, unless the Firm and the Client separately agree in writing to undertake such representation. Furthermore, the Firm is not providing, and the Client should not rely on the Firm for, medical, accounting, actuarial, environmental, or valuation advice in connection with the Transaction. The Client acknowledges that it is relying on its own separately retained advisors — including Ridgepoint Advisory Group, LLC, Hargrove & Whitaker LLP, Stonebridge Actuarial & Benefits Consulting, Inc., Clearfield Environmental Consultants, Inc., and Marchand Healthcare Regulatory Advisors, LLC — for such advice, and the Firm shall have no liability with respect to such matters.

3. Staffing

The following professionals have been assigned to this engagement and will form the core transaction team:

James Prentice will have overall supervisory responsibility for all legal services rendered in connection with this engagement and will serve as the primary relationship contact for the Client. All significant strategic decisions and material issues arising in the course of the Transaction will be escalated to Mr. Prentice for review and direction.

Sandra Tung will oversee day-to-day billing, staffing, and workstream management for the engagement. Ms. Tung will serve as the primary point of contact for billing inquiries and will coordinate the allocation of resources across the various workstreams described in Section 2 above.

Sylvia Hartwell's involvement will focus on tax structuring considerations associated with the asset acquisition, including the allocation of the purchase price among asset classes for federal and state income tax purposes, analysis of Section 338(h)(10) election considerations (if applicable), review of tax-related representations and warranties and indemnification provisions, and tax-related due diligence aspects of the Transaction.

Derek Okonkwo and Tiffany Rosenthal will be responsible for the day-to-day execution of due diligence, document drafting and review, and coordination with the Client's other advisors and with the seller's counsel.

Additional attorneys, paralegals, or staff may be assigned to the engagement as needed to ensure timely and efficient delivery of legal services. The Firm will notify the Client before additional professionals begin billing significant time to the matter.

4. Fees

(a) Hourly Rates. The Firm's fees for this engagement will be based on the time expended by the professionals assigned to the matter at the following standard hourly rates for calendar year 2025:

In the event that additional associates, counsel, or paralegals are assigned to the engagement, their time will be billed at then-current standard Firm rates. The Firm will communicate the applicable rate for any additional professional to the Client before such professional begins billing to the matter.

The Firm's standard hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Firm will provide the Client with advance written notice of any rate adjustments applicable to this engagement.

(b) Fee Estimates. Due to the complexity and evolving nature of the Transaction, including the scope and depth of due diligence required, the number of regulatory filings and approvals involved, the negotiation dynamics between the parties, and the potential for unanticipated issues to arise during the course of the engagement, the Firm is unable to provide a fixed fee or a binding fee estimate for this engagement at this time. The Firm will, however, endeavor to keep the Client informed of accrued fees on a regular basis, including through periodic budget updates and status reports as reasonably requested by the Client or its financial advisors. Nothing in this letter, including any informal fee estimates or budgets that may be communicated orally or in writing during the course of the engagement, shall constitute a fee cap, ceiling, or guarantee of total fees.

5. Expenses

In addition to fees for professional services, the Client will reimburse the Firm for all reasonable out-of-pocket expenses incurred in connection with this engagement. Such expenses include, without limitation:

• filing fees, including New York Department of Health and Pennsylvania Department of Health application fees, and any other governmental filing or registration fees;

• travel expenses, including airfare, ground transportation, lodging, and meals, incurred in connection with due diligence site visits, regulatory meetings, closing, and other Transaction-related travel;

• document production, copying, printing, and scanning costs;

• electronic data room hosting and access charges;

• overnight courier and messenger charges;

• computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, and specialized databases;

• long-distance telecommunications and conference call charges; and

• other miscellaneous out-of-pocket costs directly attributable to the engagement.

Any individual expense item exceeding Five Thousand Dollars ($5,000) will require prior written or electronic approval from the Client before it is incurred. The Firm will make reasonable efforts to minimize expenses and to use cost-effective alternatives where practicable.

6. Billing and Payment

(a) Invoicing. The Firm will render monthly invoices for fees and expenses incurred during the preceding calendar month. Invoices will be directed to the attention of:

Patricia Hsu Chief Financial Officer Crestline Packaging Solutions LLC 8400 Scioto Darby Road, Suite 300 Columbus, OH 43228

A copy of each invoice will be simultaneously provided to:

Jordan Samuels Vice President Pinnacle River Capital Partners, LP 200 South Wacker Drive, Suite 3100 Chicago, IL 60606

The Client may redirect invoices or copies thereof to alternative recipients at any time upon written notice to the Firm. All invoices will contain reasonable detail regarding the nature of the services rendered and expenses incurred, consistent with applicable professional and ethical standards.

(b) Payment Terms. Payment of each invoice is due within thirty (30) days of the date of such invoice. Amounts remaining unpaid after thirty (30) days from the invoice date will accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), or, if lower, the maximum rate permitted by applicable law, compounded monthly from the due date until the date of payment. The Firm reserves the right to suspend or limit services if invoices remain unpaid for more than sixty (60) days, subject to the Firm's obligations under the applicable rules of professional conduct and Section 12 of this letter.

(c) Retainer. No retainer or advance deposit is required at this time. The Firm reserves the right to request a retainer or advance deposit if invoices become materially past due or if the Firm reasonably determines that the credit risk associated with the engagement has materially increased. Any retainer or advance deposit received will be applied to the final invoice or invoices rendered in connection with the engagement, with any unused balance refunded promptly to the Client following the conclusion of the engagement.

7. Client Responsibilities

The Client agrees to cooperate fully with the Firm in connection with this engagement. Such cooperation includes, without limitation:

• providing timely access to all information, documents, records, and data reasonably requested by the Firm in connection with the Transaction;

• making the Client's officers, employees, agents, and other advisors available to the Firm for interviews, meetings, and consultations as reasonably necessary;

• responding promptly to requests for information, comments on drafts, and other communications from the Firm;

• making decisions necessary to advance the Transaction in a timely manner, including approvals of document drafts, negotiation positions, and filing strategies;

• keeping the Firm informed of all material developments relating to the Transaction, the Client's business, or any other matter that may affect the Firm's ability to provide effective legal representation; and

• providing accurate and complete information to the Firm, it being understood that the quality and timeliness of the Firm's work product is dependent upon the accuracy and completeness of the information provided by the Client.

The Client hereby designates Marcus Waverly, Chief Executive Officer of Crestline, and Patricia Hsu, Chief Financial Officer of Crestline, as the primary Client contacts for this engagement. The Firm is authorized to accept direction from, and to communicate privileged and confidential information to, Mr. Waverly and Ms. Hsu in connection with the Transaction. Additionally, the Firm is authorized to accept direction from, and to share information with, Elliot Bergstrom, Managing Partner, and Jordan Samuels, Vice President, of Pinnacle River Capital Partners, LP, in connection with the Transaction, in each case at the Client's direction and subject to the Client's ongoing authority to modify or revoke such authorization at any time upon written notice.

8. Confidentiality

The Firm will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement. All such information shall be treated as confidential and shall not be disclosed to any third party without the Client's prior consent, except as may be required by applicable law, court order, subpoena, or the applicable rules of professional conduct, including the New York Rules of Professional Conduct. The Firm's confidentiality obligations extend to all partners, associates, counsel, paralegals, staff, and other personnel of the Firm who may have access to confidential Client information, and the Firm shall take reasonable measures to ensure that such personnel comply with these obligations.

Nothing in this Section 8 shall be construed to limit the Firm's ability to disclose information to the extent necessary to perform the services contemplated by this engagement, including disclosures to the Client's other advisors as directed by the Client, disclosures in regulatory filings made on behalf of the Client, and disclosures to counterparties in the course of negotiations as authorized by the Client.

9. Conflicts of Interest

The Firm has conducted a conflicts check in accordance with its standard procedures and the requirements of the New York Rules of Professional Conduct and is not aware of any conflict of interest that would preclude its representation of Crestline in connection with this engagement.

The Firm is a large, multi-practice law firm that represents a range clients across numerous industries and practice areas. The Client acknowledges that the Firm has in the past, and may in the future, represent other clients whose interests may differ from, or may be adverse to, those of the Client in matters unrelated to this engagement. Such other clients may include, without limitation, financial institutions, private equity sponsors, healthcare companies, and other entities that may operate in the same industry as the Client or Lakewood. The Firm confirms, however, that no current representation of any other client creates an actual conflict of interest with respect to the Firm's representation of Crestline in connection with the Transaction.

By executing this letter, Crestline consents to the Firm's continued representation of other clients in matters unrelated to this Transaction, provided that no actual conflict of interest exists with respect to such other representations. This consent does not extend to any matter in which the Firm would be directly adverse to Crestline, nor does it waive any protection to which Crestline is entitled under the applicable rules of professional conduct.

If a conflict of interest arises during the course of this engagement, the Firm will promptly notify the Client and will take appropriate steps to address the conflict in accordance with the applicable rules of professional conduct, which may include seeking a waiver from the affected parties or, if necessary, withdrawing from the engagement.

10. Document Retention

In accordance with the Firm's standard document retention policy, the Firm will maintain the engagement file related to this matter for a period of seven (7) years following the conclusion of the engagement. Upon expiration of such retention period, the Firm may destroy or dispose of all files, documents, and materials related to the engagement — including electronic files, correspondence, memoranda, drafts, and work product — in accordance with its standard records management procedures, without further notice to the Client.

The Client may request the return of original documents at any time during the retention period by providing written notice to the Firm. The Firm will comply with any such request within a reasonable time, subject to the Firm's right to retain copies of such documents as may be necessary to comply with applicable legal, regulatory, or professional obligations. The costs of copying, retrieving, or transmitting documents requested by the Client after the conclusion of the engagement will be borne by the Client.

11. Limitation of Liability

To the fullest extent permitted by applicable law and the rules of professional conduct, the Firm's aggregate liability to the Client arising out of or relating to this engagement, whether based on contract, tort, negligence, strict liability, or any other theory, shall not exceed the total amount of fees actually paid by the Client to the Firm in connection with this engagement. This limitation shall not apply in cases of the Firm's willful misconduct or gross negligence.

Each party hereby waives, to the fullest extent permitted by applicable law, any right to recover consequential, incidental, indirect, special, or punitive damages from the other party arising out of or relating to this engagement, regardless of whether such damages are based on contract, tort, negligence, strict liability, or any other theory, and regardless of whether such party has been advised of the possibility of such damages.

Nothing in this Section 11 is intended to limit the Client's right to seek fee adjustments, credits, or refunds through the fee dispute resolution mechanisms available under the New York Rules of Professional Conduct or the rules of any applicable bar association.

12. Termination

Either the Firm or the Client may terminate this engagement at any time upon written notice to the other party. No reason need be stated for termination, although the Firm's right to withdraw from the engagement is subject to the requirements of the applicable rules of professional conduct and any applicable court orders.

Upon termination of this engagement by either party, the Client will remain responsible for the payment of all fees for services rendered and expenses incurred through the effective date of termination. The Firm will promptly render a final invoice following termination.

In the event of termination, the Firm will take reasonable steps to protect the Client's interests, including: providing the Client with reasonable time to engage successor counsel; cooperating with successor counsel to ensure an orderly transition of the matter; and transferring relevant files, documents, and work product to the Client or its successor counsel upon request and subject to the Firm's right to retain copies as may be required by law or professional obligation. The Client acknowledges that the Firm's obligation to protect the Client's interests upon termination does not require the Firm to continue to render legal services beyond what is reasonably necessary to effect an orderly transition.

13. Governing Law; Dispute Resolution

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws that would result in the application of the laws of any other jurisdiction.

Any dispute, claim, or controversy arising out of or relating to this engagement letter or the Firm's services hereunder, including disputes regarding fees, shall be submitted to final and binding arbitration in New York, New York, administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with the JAMS rules. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award, subject to the limitations set forth in Section 11 of this letter. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ENGAGEMENT LETTER OR THE FIRM'S SERVICES HEREUNDER.

14. Entire Agreement; Amendments

This letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, correspondence, proposals, and agreements, whether written or oral, between the parties relating to the engagement. No representations, warranties, or commitments have been made by either party except as expressly set forth in this letter.

This letter may not be amended, modified, or supplemented except by a writing duly executed by both parties. No waiver of any provision of this letter shall be effective unless made in writing and signed by the party against whom such waiver is sought to be enforced. The failure of either party to enforce any provision of this letter shall not constitute a waiver of such party's right to enforce such provision or any other provision in the future.

The terms and conditions of this engagement letter shall be supplemented by and are subject to the New York Rules of Professional Conduct as adopted by the Appellate Division of the Supreme Court of the State of New York, as such rules may be amended from time to time. To the extent of any conflict between the provisions of this letter and the applicable rules of professional conduct, the rules of professional conduct shall govern.

15. Acceptance

We ask that you confirm Crestline's agreement to the terms and conditions set forth in this engagement letter by signing and returning the enclosed duplicate copy of this letter to us at your earliest convenience. Upon execution by both parties, this engagement shall be deemed effective as of May 1, 2025, regardless of the date of actual signature.

We are enthusiastic about the opportunity to work with you and the Crestline team on this Transaction. We believe the proposed acquisition of Lakewood represents a significant strategic opportunity, and we look forward to bringing the full resources of the Firm to bear in support of a successful closing.

If you have any questions regarding this letter or any aspect of the proposed engagement, please do not hesitate to contact either of us at any time.

Very truly yours,

CALDERWOOD & HARKNESS LLP

SIGNATURE PAGE ENGAGEMENT LETTER — MATTER NO. 1006-00008

CALDERWOOD & HARKNESS LLP

By: ________

Name: James Prentice

Title: Partner, Mergers & Acquisitions

Responsible Partner

Date: ________

By: ________

Name: Sandra Tung

Title: Partner, Mergers & Acquisitions

Billing Partner

Date: ________

ACKNOWLEDGED AND AGREED:

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Marcus Waverly

Title: Chief Executive Officer

Date: ________

cc:

Patricia Hsu, Chief Financial Officer, Crestline Packaging Solutions LLC Elliot Bergstrom, Managing Partner, Pinnacle River Capital Partners, LP Jordan Samuels, Vice President, Pinnacle River Capital Partners, LP

Name	Role	Title
James Prentice	Responsible Partner	Partner, Mergers & Acquisitions
Sandra Tung	Billing Partner	Partner, Mergers & Acquisitions
Derek Okonkwo	Lead Associate	Associate, Mergers & Acquisitions
Tiffany Rosenthal	Working Associate	Associate, Mergers & Acquisitions
Sylvia Hartwell	Specialist Partner (Tax)	Partner, Tax
Professional	2025 Standard Hourly Rate
James Prentice (Responsible Partner)	$1,450 per hour
Sandra Tung (Billing Partner)	$1,350 per hour
Sylvia Hartwell (Specialist Partner, Tax)	$1,400 per hour
Derek Okonkwo (Lead Associate)	$875 per hour
Tiffany Rosenthal (Working Associate)	$725 per hour

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue, 31st Floor New York, NY 10017 Tel: (212) 558-4000
Fax: (212) 558-4001
www.calderwoodharkness.com
May 1, 2025
Mr. Marcus Waverly Chief Executive Officer Crestline Packaging Solutions LLC 8400 Scioto Darby Road, Suite 300 Columbus, OH 43228
Re: Engagement of Calderwood & Harkness LLP — Representation of Crestline Packaging Solutions LLC in Connection with the Proposed Asset Purchase of Lakewood Regional Health Partners, LLC Matter No. 1006-00008
Dear Mr. Waverly:
We are pleased that Crestline Packaging Solutions LLC has selected Calderwood & Harkness LLP to serve as its legal counsel in connection with the proposed acquisition of Lakewood Regional Health Partners, LLC. This engagement letter sets forth the terms and conditions of our representation, and we ask that you review it carefully. If you have any questions regarding any provision of this letter, please do not hesitate to contact me or Sandra Tung before executing the letter.
1. Purpose of This Letter
This letter sets forth the terms and conditions under which Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") will represent Crestline Packaging Solutions LLC ("Crestline," "CPS," or the "Client") as buyer's counsel in connection with the proposed acquisition by Crestline of substantially all of the assets of Lakewood Regional Health Partners, LLC ("Lakewood" or "LRHP"), a New York limited liability company, by means of an asset purchase agreement and related ancillary transactions (collectively, the "Transaction"). The Transaction is being pursued pursuant to that certain non-binding Letter of Intent executed on April 14, 2025, between Crestline and Lakewood, which contemplates an estimated aggregate purchase price for the Transaction of One Hundred Forty Million Dollars ($140,000,000), subject to customary adjustments as may be set forth in the definitive Asset Purchase Agreement.
We understand that CPS Holdings, Inc., the indirect parent entity of Crestline, and Pinnacle River Capital Partners, LP, the private equity sponsor of CPS Holdings, Inc., are affiliated entities whose interests the Firm may be called upon to consider in connection with the Transaction. Notwithstanding the foregoing, the Firm's Client for all purposes of this engagement is Crestline Packaging Solutions LLC only. Our duties of loyalty, confidentiality, and zealous representation run to Crestline as the Client. While we will, as appropriate and at your direction, coordinate with representatives of CPS Holdings, Inc. and Pinnacle River Capital Partners, LP, our professional obligations under the applicable rules of professional conduct are owed solely to Crestline.
2. Scope of Engagement
The Firm will provide the following legal services to the Client in connection with the Transaction:
(a) Due Diligence. The Firm will coordinate and conduct comprehensive legal due diligence on Lakewood and its operations, assets, liabilities, and contractual relationships. This due diligence review will encompass, without limitation, the following areas:
(i) Corporate and Organizational Documents. Review of Lakewood's certificate of formation, operating agreement, all amendments thereto, resolutions, consents, and governance documents, as well as any subsidiaries or affiliated entities, to confirm organizational standing, authority to consummate the Transaction, and capitalization matters.
(ii) Material Contracts. Review and analysis of all material contracts to which Lakewood is a party or by which its assets are bound, including but not limited to:
•  the Clearpath Health Systems EHR License Agreement No. CP-ENT-2022-0487, including all amendments, order forms, service level agreements, and data processing addenda associated therewith;
•  the Marlowe Asset Management Medical Equipment Finance lease schedules designated VML-2023-1140, VML-2023-1141, and VML-2024-0219, including all related master lease agreements, equipment schedules, guaranties, and UCC filings;
•  managed care agreements, including, in particular, the arrangement with Meridian Shield Health Plans, and all other payor contracts material to Lakewood's revenue;
•  the Redstone Diagnostics reference laboratory services agreement and any related CLIA compliance documentation;
•  all other vendor, supplier, services, and customer agreements deemed material under the applicable threshold to be established in the Asset Purchase Agreement.
(iii) Real Property Matters. Review of all owned real property, including the facilities located in Rochester, New York and Syracuse, New York, encompassing title reports, surveys, zoning compliance, and any encumbrances or liens. Review of all leased real property across nine leased locations, including lease agreements, amendments, estoppel certificates, subordination and non-disturbance agreements, and landlord consent requirements in connection with an assignment or change of control.
(iv) Employee and Benefits Matters. Review of employment-related documents pertaining to Lakewood's workforce, which we understand comprises approximately 410 full-time equivalent employees, including 38 physicians and 24 nurse practitioners and physician assistants. This review will encompass employment agreements, offer letters, independent contractor agreements, employee handbooks and policies, benefit plans (including qualified retirement plans, health and welfare plans, and any deferred compensation arrangements), COBRA obligations, WARN Act considerations, and collective bargaining agreements, if any.
(v) intellectual Property. Review of all trademarks, service marks, trade names, domain names, copyrights, patents, trade secrets, and other intellectual property rights owned by or licensed to Lakewood, including any registrations, applications, and material license agreements.
(vi) Insurance. Review of all insurance policies maintained by Lakewood, including general liability, professional liability (medical malpractice), property, workers' compensation, directors' and officers' liability, and cyber liability policies, as well as claims history and any pending or threatened claims.
(vii) Litigation and Regulatory Matters. Review of all pending, threatened, or anticipated litigation, arbitration, administrative proceedings, and regulatory inquiries involving Lakewood, including, in particular, the ongoing inquiry by the Office of Inspector General of the U.S. Department of Health and Human Services regarding CPT Code 99214 upcoding at Lakewood's Syracuse facility. Assessment of compliance with federal and state healthcare regulatory requirements, including the Anti-Kickback Statute, the Stark Law, HIPAA, and state-specific fraud and abuse statutes.
(viii) Environmental Matters. Review of all available environmental reports, assessments, permits, and compliance documentation relating to Lakewood's owned and leased properties.
The Firm will coordinate the due diligence process with the following advisors retained by the Client or its affiliates: Ridgepoint Advisory Group, LLC (financial advisor); Hargrove & Whitaker LLP (accounting and tax advisor); Stonebridge Actuarial & Benefits Consulting, Inc. (benefits consultant); Clearfield Environmental Consultants, Inc. (environmental consultant); and Marchand Healthcare Regulatory Advisors, LLC (healthcare regulatory advisor). The Firm will work collaboratively with these advisors to ensure efficient coverage of all diligence areas and to minimize duplication of effort.
(b) Transaction Documents. The Firm will draft, review, and negotiate the Asset Purchase Agreement and all ancillary documents required to consummate the Transaction. The anticipated ancillary documents include, without limitation, the following:
(i) seller disclosure schedules to the Asset Purchase Agreement;
(ii) an indemnification escrow agreement and a purchase price adjustment escrow agreement, in each case with Apex Title & Escrow Services, LLC serving as escrow agent;
(iii) a transition services agreement providing for the continued provision of certain operational, administrative, and information technology services by the seller for a transitional period following the closing;
(iv) consulting and non-competition agreements with Dr. Raymond Alcott and Dr. Nadia Petrosian, each in form and substance acceptable to the Client;
(v) assignment and assumption agreements for assumed contracts and assumed liabilities;
(vi) bills of sale and instruments of transfer;
(vii) any required consents, estoppels, or novation agreements for assumed contracts, real property leases, and governmental permits; and
(viii) such other documents as the parties may reasonably determine to be necessary or desirable in connection with the consummation of the Transaction.
(c) Financing. The Firm will coordinate with Ironclad National Bank, in its capacity as senior lender and administrative agent, and with its outside counsel, in connection with the incremental term loan in the aggregate principal amount of Eighty-Four Million Dollars ($84,000,000) to be incurred under the Credit Agreement dated September 17, 2021 (as amended, restated, supplemented, or otherwise modified from time to time), including the review and negotiation of any amendment, joinder, incremental facility agreement, or other documentation required to effect such incremental borrowing. The Firm will also coordinate with Pinnacle River Capital Partners, LP regarding the equity commitment of Fifty-Six Million Dollars ($56,000,000), including any equity commitment letter, limited guaranty, or contribution agreement associated therewith.
(d) Regulatory Filings and Approvals. The Firm will prepare and file, or coordinate the preparation and filing of, all applications, notices, and other submissions required in connection with the change of ownership of Lakewood's healthcare operations, including, without limitation:
(i) applications or notices to the New York Department of Health for the transfer or reissuance of Article 28 operating certificates designated D&TC-4821, D&TC-4822, D&TC-4823, D&TC-4824, D&TC-4825, D&TC-4826, D&TC-4827, and D&TC-4828;
(ii) applications or notices to the Pennsylvania Department of Health for the transfer or reissuance of facility licenses designated OPC-20140892, OPC-20140893, and OPC-20140894; and
(iii) change of ownership notifications to the Centers for Medicare & Medicaid Services ("CMS") with respect to CMS certification numbers 33-7021 through 33-7028 (New York facilities) and 39-6011 through 39-6013 (Pennsylvania facilities).
The Firm's current target is to submit all regulatory filings within ten (10) business days following execution of the definitive Asset Purchase Agreement, which, based on the current projected timeline, would place the filing deadline on or about June 26, 2025. The Firm will coordinate with Marchand Healthcare Regulatory Advisors, LLC on all healthcare regulatory matters, including the preparation of regulatory filings, responses to supplemental information requests, and strategy related to the timing and sequencing of regulatory approvals.
(e) Insurance. The Firm will coordinate with Northern Crest Insurance Brokers, LLC and Keystone Mutual Assurance Company regarding the procurement, structuring, and negotiation of the representations and warranties insurance policy (the "R&W Policy"), which is expected to provide a limit of liability of Thirty-Five Million Dollars ($35,000,000) with a retention of Two Million One Hundred Thousand Dollars ($2,100,000). The Firm will review the R&W Policy to ensure alignment with the representations and warranties set forth in the Asset Purchase Agreement and to identify any exclusions or limitations that may require negotiation or supplemental coverage. Additionally, the Firm will review the tail professional liability insurance policy and the tail directors' and officers' liability insurance policy to be placed with Ridgeline Specialty Insurance Company in connection with the Transaction.
(f) Closing. The Firm will prepare closing checklists, closing certificates, officer's certificates, secretary's certificates, and all other deliverables required for the consummation of the Transaction. The Firm will coordinate all aspects of the closing process, including the execution and delivery of all Transaction documents, the satisfaction or waiver of all closing conditions, and the mechanics of fund flows and wire transfers. The closing is currently estimated for August 15, 2025. Following the closing, the Firm will assist with post-closing matters, including but not limited to: the working capital true-up process, for which the deadline for delivery of the closing balance sheet and completion of the true-up adjustment is currently anticipated to be November 13, 2025 (ninety (90) days post-closing); the processing of any post-closing purchase price adjustments; the release of escrow funds; and coordination with regulatory authorities on any outstanding post-closing filings or approvals.
Limitations on Scope. This engagement does not include the representation of the Client in any litigation, arbitration, tax controversy, or other dispute proceeding, whether arising out of or relating to the Transaction or otherwise, unless the Firm and the Client separately agree in writing to undertake such representation. Furthermore, the Firm is not providing, and the Client should not rely on the Firm for, medical, accounting, actuarial, environmental, or valuation advice in connection with the Transaction. The Client acknowledges that it is relying on its own separately retained advisors — including Ridgepoint Advisory Group, LLC, Hargrove & Whitaker LLP, Stonebridge Actuarial & Benefits Consulting, Inc., Clearfield Environmental Consultants, Inc., and Marchand Healthcare Regulatory Advisors, LLC — for such advice, and the Firm shall have no liability with respect to such matters.
3. Staffing
The following professionals have been assigned to this engagement and will form the core transaction team:
James Prentice will have overall supervisory responsibility for all legal services rendered in connection with this engagement and will serve as the primary relationship contact for the Client. All significant strategic decisions and material issues arising in the course of the Transaction will be escalated to Mr. Prentice for review and direction.
Sandra Tung will oversee day-to-day billing, staffing, and workstream management for the engagement. Ms. Tung will serve as the primary point of contact for billing inquiries and will coordinate the allocation of resources across the various workstreams described in Section 2 above.
Sylvia Hartwell's involvement will focus on tax structuring considerations associated with the asset acquisition, including the allocation of the purchase price among asset classes for federal and state income tax purposes, analysis of Section 338(h)(10) election considerations (if applicable), review of tax-related representations and warranties and indemnification provisions, and tax-related due diligence aspects of the Transaction.
Derek Okonkwo and Tiffany Rosenthal will be responsible for the day-to-day execution of due diligence, document drafting and review, and coordination with the Client's other advisors and with the seller's counsel.
Additional attorneys, paralegals, or staff may be assigned to the engagement as needed to ensure timely and efficient delivery of legal services. The Firm will notify the Client before additional professionals begin billing significant time to the matter.
4. Fees
(a) Hourly Rates. The Firm's fees for this engagement will be based on the time expended by the professionals assigned to the matter at the following standard hourly rates for calendar year 2025:
In the event that additional associates, counsel, or paralegals are assigned to the engagement, their time will be billed at then-current standard Firm rates. The Firm will communicate the applicable rate for any additional professional to the Client before such professional begins billing to the matter.
The Firm's standard hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Firm will provide the Client with advance written notice of any rate adjustments applicable to this engagement.
(b) Fee Estimates. Due to the complexity and evolving nature of the Transaction, including the scope and depth of due diligence required, the number of regulatory filings and approvals involved, the negotiation dynamics between the parties, and the potential for unanticipated issues to arise during the course of the engagement, the Firm is unable to provide a fixed fee or a binding fee estimate for this engagement at this time. The Firm will, however, endeavor to keep the Client informed of accrued fees on a regular basis, including through periodic budget updates and status reports as reasonably requested by the Client or its financial advisors. Nothing in this letter, including any informal fee estimates or budgets that may be communicated orally or in writing during the course of the engagement, shall constitute a fee cap, ceiling, or guarantee of total fees.
5. Expenses
In addition to fees for professional services, the Client will reimburse the Firm for all reasonable out-of-pocket expenses incurred in connection with this engagement. Such expenses include, without limitation:
•  filing fees, including New York Department of Health and Pennsylvania Department of Health application fees, and any other governmental filing or registration fees;
•  travel expenses, including airfare, ground transportation, lodging, and meals, incurred in connection with due diligence site visits, regulatory meetings, closing, and other Transaction-related travel;
•  document production, copying, printing, and scanning costs;
•  electronic data room hosting and access charges;
•  overnight courier and messenger charges;
•  computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, and specialized databases;
•  long-distance telecommunications and conference call charges; and
•  other miscellaneous out-of-pocket costs directly attributable to the engagement.
Any individual expense item exceeding Five Thousand Dollars ($5,000) will require prior written or electronic approval from the Client before it is incurred. The Firm will make reasonable efforts to minimize expenses and to use cost-effective alternatives where practicable.
6. Billing and Payment
(a) Invoicing. The Firm will render monthly invoices for fees and expenses incurred during the preceding calendar month. Invoices will be directed to the attention of:
Patricia Hsu Chief Financial Officer Crestline Packaging Solutions LLC 8400 Scioto Darby Road, Suite 300 Columbus, OH 43228
A copy of each invoice will be simultaneously provided to:
Jordan Samuels Vice President Pinnacle River Capital Partners, LP 200 South Wacker Drive, Suite 3100 Chicago, IL 60606
The Client may redirect invoices or copies thereof to alternative recipients at any time upon written notice to the Firm. All invoices will contain reasonable detail regarding the nature of the services rendered and expenses incurred, consistent with applicable professional and ethical standards.
(b) Payment Terms. Payment of each invoice is due within thirty (30) days of the date of such invoice. Amounts remaining unpaid after thirty (30) days from the invoice date will accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), or, if lower, the maximum rate permitted by applicable law, compounded monthly from the due date until the date of payment. The Firm reserves the right to suspend or limit services if invoices remain unpaid for more than sixty (60) days, subject to the Firm's obligations under the applicable rules of professional conduct and Section 12 of this letter.
(c) Retainer. No retainer or advance deposit is required at this time. The Firm reserves the right to request a retainer or advance deposit if invoices become materially past due or if the Firm reasonably determines that the credit risk associated with the engagement has materially increased. Any retainer or advance deposit received will be applied to the final invoice or invoices rendered in connection with the engagement, with any unused balance refunded promptly to the Client following the conclusion of the engagement.
7. Client Responsibilities
The Client agrees to cooperate fully with the Firm in connection with this engagement. Such cooperation includes, without limitation:
•  providing timely access to all information, documents, records, and data reasonably requested by the Firm in connection with the Transaction;
•  making the Client's officers, employees, agents, and other advisors available to the Firm for interviews, meetings, and consultations as reasonably necessary;
•  responding promptly to requests for information, comments on drafts, and other communications from the Firm;
•  making decisions necessary to advance the Transaction in a timely manner, including approvals of document drafts, negotiation positions, and filing strategies;
•  keeping the Firm informed of all material developments relating to the Transaction, the Client's business, or any other matter that may affect the Firm's ability to provide effective legal representation; and
•  providing accurate and complete information to the Firm, it being understood that the quality and timeliness of the Firm's work product is dependent upon the accuracy and completeness of the information provided by the Client.
The Client hereby designates Marcus Waverly, Chief Executive Officer of Crestline, and Patricia Hsu, Chief Financial Officer of Crestline, as the primary Client contacts for this engagement. The Firm is authorized to accept direction from, and to communicate privileged and confidential information to, Mr. Waverly and Ms. Hsu in connection with the Transaction. Additionally, the Firm is authorized to accept direction from, and to share information with, Elliot Bergstrom, Managing Partner, and Jordan Samuels, Vice President, of Pinnacle River Capital Partners, LP, in connection with the Transaction, in each case at the Client's direction and subject to the Client's ongoing authority to modify or revoke such authorization at any time upon written notice.
8. Confidentiality
The Firm will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement. All such information shall be treated as confidential and shall not be disclosed to any third party without the Client's prior consent, except as may be required by applicable law, court order, subpoena, or the applicable rules of professional conduct, including the New York Rules of Professional Conduct. The Firm's confidentiality obligations extend to all partners, associates, counsel, paralegals, staff, and other personnel of the Firm who may have access to confidential Client information, and the Firm shall take reasonable measures to ensure that such personnel comply with these obligations.
Nothing in this Section 8 shall be construed to limit the Firm's ability to disclose information to the extent necessary to perform the services contemplated by this engagement, including disclosures to the Client's other advisors as directed by the Client, disclosures in regulatory filings made on behalf of the Client, and disclosures to counterparties in the course of negotiations as authorized by the Client.
9. Conflicts of Interest
The Firm has conducted a conflicts check in accordance with its standard procedures and the requirements of the New York Rules of Professional Conduct and is not aware of any conflict of interest that would preclude its representation of Crestline in connection with this engagement.
The Firm is a large, multi-practice law firm that represents a range clients across numerous industries and practice areas. The Client acknowledges that the Firm has in the past, and may in the future, represent other clients whose interests may differ from, or may be adverse to, those of the Client in matters unrelated to this engagement. Such other clients may include, without limitation, financial institutions, private equity sponsors, healthcare companies, and other entities that may operate in the same industry as the Client or Lakewood. The Firm confirms, however, that no current representation of any other client creates an actual conflict of interest with respect to the Firm's representation of Crestline in connection with the Transaction.
By executing this letter, Crestline consents to the Firm's continued representation of other clients in matters unrelated to this Transaction, provided that no actual conflict of interest exists with respect to such other representations. This consent does not extend to any matter in which the Firm would be directly adverse to Crestline, nor does it waive any protection to which Crestline is entitled under the applicable rules of professional conduct.
If a conflict of interest arises during the course of this engagement, the Firm will promptly notify the Client and will take appropriate steps to address the conflict in accordance with the applicable rules of professional conduct, which may include seeking a waiver from the affected parties or, if necessary, withdrawing from the engagement.
10. Document Retention
In accordance with the Firm's standard document retention policy, the Firm will maintain the engagement file related to this matter for a period of seven (7) years following the conclusion of the engagement. Upon expiration of such retention period, the Firm may destroy or dispose of all files, documents, and materials related to the engagement — including electronic files, correspondence, memoranda, drafts, and work product — in accordance with its standard records management procedures, without further notice to the Client.
The Client may request the return of original documents at any time during the retention period by providing written notice to the Firm. The Firm will comply with any such request within a reasonable time, subject to the Firm's right to retain copies of such documents as may be necessary to comply with applicable legal, regulatory, or professional obligations. The costs of copying, retrieving, or transmitting documents requested by the Client after the conclusion of the engagement will be borne by the Client.
11. Limitation of Liability
To the fullest extent permitted by applicable law and the rules of professional conduct, the Firm's aggregate liability to the Client arising out of or relating to this engagement, whether based on contract, tort, negligence, strict liability, or any other theory, shall not exceed the total amount of fees actually paid by the Client to the Firm in connection with this engagement. This limitation shall not apply in cases of the Firm's willful misconduct or gross negligence.
Each party hereby waives, to the fullest extent permitted by applicable law, any right to recover consequential, incidental, indirect, special, or punitive damages from the other party arising out of or relating to this engagement, regardless of whether such damages are based on contract, tort, negligence, strict liability, or any other theory, and regardless of whether such party has been advised of the possibility of such damages.
Nothing in this Section 11 is intended to limit the Client's right to seek fee adjustments, credits, or refunds through the fee dispute resolution mechanisms available under the New York Rules of Professional Conduct or the rules of any applicable bar association.
12. Termination
Either the Firm or the Client may terminate this engagement at any time upon written notice to the other party. No reason need be stated for termination, although the Firm's right to withdraw from the engagement is subject to the requirements of the applicable rules of professional conduct and any applicable court orders.
Upon termination of this engagement by either party, the Client will remain responsible for the payment of all fees for services rendered and expenses incurred through the effective date of termination. The Firm will promptly render a final invoice following termination.
In the event of termination, the Firm will take reasonable steps to protect the Client's interests, including: providing the Client with reasonable time to engage successor counsel; cooperating with successor counsel to ensure an orderly transition of the matter; and transferring relevant files, documents, and work product to the Client or its successor counsel upon request and subject to the Firm's right to retain copies as may be required by law or professional obligation. The Client acknowledges that the Firm's obligation to protect the Client's interests upon termination does not require the Firm to continue to render legal services beyond what is reasonably necessary to effect an orderly transition.
13. Governing Law; Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws that would result in the application of the laws of any other jurisdiction.
Any dispute, claim, or controversy arising out of or relating to this engagement letter or the Firm's services hereunder, including disputes regarding fees, shall be submitted to final and binding arbitration in New York, New York, administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with the JAMS rules. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award, subject to the limitations set forth in Section 11 of this letter. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.
EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ENGAGEMENT LETTER OR THE FIRM'S SERVICES HEREUNDER.
14. Entire Agreement; Amendments
This letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, correspondence, proposals, and agreements, whether written or oral, between the parties relating to the engagement. No representations, warranties, or commitments have been made by either party except as expressly set forth in this letter.
This letter may not be amended, modified, or supplemented except by a writing duly executed by both parties. No waiver of any provision of this letter shall be effective unless made in writing and signed by the party against whom such waiver is sought to be enforced. The failure of either party to enforce any provision of this letter shall not constitute a waiver of such party's right to enforce such provision or any other provision in the future.
The terms and conditions of this engagement letter shall be supplemented by and are subject to the New York Rules of Professional Conduct as adopted by the Appellate Division of the Supreme Court of the State of New York, as such rules may be amended from time to time. To the extent of any conflict between the provisions of this letter and the applicable rules of professional conduct, the rules of professional conduct shall govern.
15. Acceptance
We ask that you confirm Crestline's agreement to the terms and conditions set forth in this engagement letter by signing and returning the enclosed duplicate copy of this letter to us at your earliest convenience. Upon execution by both parties, this engagement shall be deemed effective as of May 1, 2025, regardless of the date of actual signature.
We are enthusiastic about the opportunity to work with you and the Crestline team on this Transaction. We believe the proposed acquisition of Lakewood represents a significant strategic opportunity, and we look forward to bringing the full resources of the Firm to bear in support of a successful closing.
If you have any questions regarding this letter or any aspect of the proposed engagement, please do not hesitate to contact either of us at any time.
Very truly yours,
CALDERWOOD & HARKNESS LLP
SIGNATURE PAGE ENGAGEMENT LETTER — MATTER NO. 1006-00008
CALDERWOOD & HARKNESS LLP
By: ________
Name: James Prentice
Title: Partner, Mergers & Acquisitions
Responsible Partner
Date: ________
By: ________
Name: Sandra Tung
Title: Partner, Mergers & Acquisitions
Billing Partner
Date: ________
ACKNOWLEDGED AND AGREED:
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Marcus Waverly
Title: Chief Executive Officer
Date: ________
cc:
Patricia Hsu, Chief Financial Officer, Crestline Packaging Solutions LLC Elliot Bergstrom, Managing Partner, Pinnacle River Capital Partners, LP Jordan Samuels, Vice President, Pinnacle River Capital Partners, LP
Name | Role | Title
James Prentice | Responsible Partner | Partner, Mergers & Acquisitions
Sandra Tung | Billing Partner | Partner, Mergers & Acquisitions
Derek Okonkwo | Lead Associate | Associate, Mergers & Acquisitions
Tiffany Rosenthal | Working Associate | Associate, Mergers & Acquisitions
Sylvia Hartwell | Specialist Partner (Tax) | Partner, Tax
Professional | 2025 Standard Hourly Rate
James Prentice (Responsible Partner) | $1,450 per hour
Sandra Tung (Billing Partner) | $1,350 per hour
Sylvia Hartwell (Specialist Partner, Tax) | $1,400 per hour
Derek Okonkwo (Lead Associate) | $875 per hour
Tiffany Rosenthal (Working Associate) | $725 per hour

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

CRESTLINE PACKAGING SOLUTIONS LLC

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