1006-00008 · Crestline Packaging Solutions LLC · Financing

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PINNACLE RIVER CAPITAL PARTNERS, LP 200 South Wacker Drive, Suite 3100 Chicago, Illinois 60606

June 16, 2025

Crestline Packaging Solutions LLC 8400 Scioto Darby Road, Suite 300 Columbus, Ohio 43228

Attention: Marcus Waverly, Chief Executive Officer

Patricia Hsu, Chief Financial Officer

Re: Equity Commitment Letter — Acquisition of Substantially All Assets of Lakewood Regional Health Partners, LLC

Dear Mr. Waverly and Ms. Hsu:

Reference is made to that certain Asset Purchase Agreement, dated as of the date hereof (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Acquisition Agreement"), by and among Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), CPS Holdings, Inc., a Delaware corporation ("Parent"), Lakewood Regional Health Partners, LLC, a New York limited liability company ("Seller"), Dr. Raymond Alcott, an individual, and Dr. Nadia Petrosian, an individual, pursuant to which Buyer will acquire substantially all of the assets of Seller (the "Acquisition"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Acquisition Agreement.

This letter agreement (this "Commitment Letter") sets forth the commitment of Pinnacle River Capital Partners, LP, a Delaware limited partnership (the "Fund" or "Pinnacle River"), acting through its sole general partner, Pinnacle River GP IV, LLC, a Delaware limited liability company (the "General Partner"), to provide equity financing to Buyer in order to consummate the Acquisition on the terms and subject to the conditions set forth herein. Buyer is a portfolio company of the Fund, and the Fund's aggregate committed capital is Two Billion Six Hundred Million Dollars ($2,600,000,000). The Fund originally acquired its indirect equity interest in Buyer on September 17, 2021 through Parent. This Commitment Letter is being delivered in connection with, and contemporaneously with the execution and delivery of, the Acquisition Agreement.

1. Commitment

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

(a) Closing Cash Consideration Component. Thirty-Five Million Dollars ($35,000,000) shall be contributed and used exclusively toward the payment of the closing cash consideration payable to Seller under the Acquisition Agreement. The parties acknowledge that such amount, together with the proceeds of the Incremental Term Loan from Ironclad National Bank, N.A., in the aggregate principal amount of Eighty-Four Million Dollars ($84,000,000), shall constitute the total closing cash consideration of One Hundred Nineteen Million Dollars ($119,000,000) to be delivered to Seller at the Closing.

(b) Transaction Expenses, Working Capital, and Reserves Component. Twenty-One Million Dollars ($21,000,000) shall be contributed and used for (i) Buyer's transaction expenses incurred in connection with the Acquisition, (ii) working capital needs in connection with the Acquisition and the transition and integration of the Acquired Assets, (iii) required reserves, including Buyer's funding obligation with respect to the Purchase Price Adjustment Escrow in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), and (iv) general corporate purposes directly related to the consummation, transition, and integration of the Acquisition.

The Equity Commitment shall be funded in immediately available funds by wire transfer to one or more accounts designated by Buyer (or Parent, as applicable) in writing no later than the second (2nd) Business Day prior to the Closing Date (which the parties currently estimate shall occur on or about August 15, 2025); provided, that the conditions set forth in Section 3 of this Commitment Letter have been satisfied or waived in accordance with the terms hereof. Buyer shall provide Pinnacle River with wire transfer instructions and account designation no later than five (5) Business Days prior to the anticipated Closing Date.

The parties acknowledge and agree that the Equity Commitment, when combined with the Eighty-Four Million Dollars ($84,000,000) Incremental Term Loan from Ironclad National Bank, N.A., is sufficient to fund (i) the aggregate Purchase Price of One Hundred Forty Million Dollars ($140,000,000), (ii) the Indemnification Escrow in the amount of Thirty-Five Million Dollars ($35,000,000), (iii) the Purchase Price Adjustment Escrow in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), and (iv) estimated transaction expenses of Buyer in connection with the Acquisition. Nothing in this Commitment Letter shall require Pinnacle River to fund amounts in excess of the Equity Commitment.

2. Purpose and Use of Proceeds

The Equity Commitment shall be used solely for the following purposes in connection with the Acquisition, and for no other purpose whatsoever:

(a) Closing Cash Consideration. Payment of a portion of the aggregate closing cash consideration payable to Seller pursuant to the Acquisition Agreement;

(b) Transaction Expenses. Funding of Buyer's share of transaction expenses incurred in connection with the negotiation, documentation, and consummation of the Acquisition, including, without limitation:

(i) legal fees and expenses of Calderwood & Harkness LLP, as legal counsel to Buyer and Parent;

(ii) financial advisory fees and expenses of Ridgepoint Advisory Group, LLC, as financial advisor to Buyer;

(iii) accounting, tax, and audit fees and expenses of Hargrove & Whitaker LLP;

(iv) environmental due diligence and consulting fees and expenses of Clearfield Environmental Consultants, Inc.;

(v) healthcare regulatory advisory fees and expenses of Marchand Healthcare Regulatory Advisors, LLC;

(vi) actuarial and employee benefits consulting fees and expenses of Stonebridge Actuarial & Benefits Consulting, Inc.;

(vii) the representation and warranty insurance policy premium in the amount of Nine Hundred Eighty Thousand Dollars ($980,000), payable to Keystone Mutual Assurance Company in connection with the issuance of the R&W Policy;

(viii) the directors' and officers' liability insurance tail policy premium in the amount of One Hundred Twenty Thousand Dollars ($120,000), payable to Ridgeline Specialty Insurance Company;

(ix) the professional liability insurance tail policy premium in the amount of Four Hundred Seventy-Five Thousand Dollars ($475,000), payable to Ridgeline Specialty Insurance Company;

(x) financing fees and expenses in the aggregate amount of One Million Two Hundred Sixty Thousand Dollars ($1,260,000) payable in connection with the Incremental Term Loan; and

(xi) Buyer's share of estimated transfer taxes in the amount of Fifty-Nine Thousand Dollars ($59,000);

(c) Purchase Price Adjustment Escrow. Funding of the Purchase Price Adjustment Escrow in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000) to be deposited with the Escrow Agent in accordance with the Escrow Agreement; and

(d) Working Capital Reserves. Working capital reserves reasonably necessary for the continued operation of the Acquired Business during the integration period following the Closing.

In no event shall the Equity Commitment, or any portion thereof, be used for purposes unrelated to the Acquisition without the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole and absolute discretion. Buyer shall provide Pinnacle River with a reasonably detailed use-of-proceeds schedule no later than five (5) Business Days prior to the anticipated Closing Date, together with such supporting documentation as Pinnacle River may reasonably request.

3. Conditions to Funding

The obligation of Pinnacle River to fund the Equity Commitment is subject to the satisfaction (or waiver by Pinnacle River in its sole discretion) of each of the following conditions precedent:

(a) Execution of Acquisition Agreement. The Acquisition Agreement shall have been duly executed and delivered by all parties thereto, in form and substance satisfactory to Pinnacle River, and shall be in full force and effect as of the date of funding without any amendment, modification, supplement, or waiver that has not been approved by Pinnacle River in writing;

(b) Satisfaction of Closing Conditions. All conditions precedent to Buyer's obligation to consummate the Closing as set forth in the Acquisition Agreement shall have been satisfied or waived (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing), including, without limitation, (i) receipt of all required governmental and regulatory approvals, including approval from the New York State Department of Health ("NY DOH"), the Pennsylvania Department of Health ("PA DOH"), clearance or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and all required approvals from the Centers for Medicare & Medicaid Services ("CMS") with respect to enrollment and provider participation, and (ii) satisfaction of all closing deliverables required to be delivered by Seller pursuant to the Acquisition Agreement;

(c) Availability of Debt Financing. The Incremental Term Loan in the aggregate principal amount of Eighty-Four Million Dollars ($84,000,000) under that certain Amended and Restated Credit Agreement, dated as of September 17, 2021 (as heretofore amended, restated, supplemented, or otherwise modified from time to time, the "Amended Credit Agreement"), by and among Buyer, Parent, the lenders party thereto, and Ironclad National Bank, N.A., as administrative agent, shall be available for contemporaneous funding at the Closing, on terms and conditions that are consistent in all material respects with the debt commitment letter issued by Ironclad National Bank, N.A. to Buyer;

(d) No Material Adverse Effect. No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred with respect to Seller or the Acquired Business since the date of the Acquisition Agreement;

(e) Representation and Warranty Insurance. Buyer shall have received, and there shall be in full force and effect, the representation and warranty insurance policy (the "R&W Policy") issued by Keystone Mutual Assurance Company providing coverage in the aggregate amount of Thirty-Five Million Dollars ($35,000,000), with a retention amount of Two Million One Hundred Thousand Dollars ($2,100,000), on terms and conditions satisfactory to Pinnacle River in its reasonable discretion;

(f) Escrow Agreement. The Escrow Agreement shall have been duly executed and delivered by Buyer, Seller, and Apex Title & Escrow Services, LLC, as escrow agent (the "Escrow Agent"), providing for (i) the Indemnification Escrow in the amount of Thirty-Five Million Dollars ($35,000,000), and (ii) the Purchase Price Adjustment Escrow in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), in each case, on terms and conditions satisfactory to Pinnacle River;

(g) No Injunction or Proceeding. No temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order, decree, ruling, or legal proceeding issued by any court of competent jurisdiction or governmental authority shall be pending or threatened that would prohibit, enjoin, restrain, or materially impair the consummation of the Acquisition or the transactions contemplated by the Acquisition Agreement; and

(h) Ancillary Agreements. Each of the following ancillary agreements shall have been duly executed and delivered by the applicable parties thereto, in form and substance reasonably satisfactory to Pinnacle River:

(i) the Consulting Agreement between Buyer and Dr. Raymond Alcott, providing for annual consulting compensation of Four Hundred Fifty Thousand Dollars ($450,000);

(ii) the Consulting Agreement between Buyer and Dr. Nadia Petrosian, providing for annual consulting compensation of Three Hundred Seventy-Five Thousand Dollars ($375,000);

(iii) the Non-Competition Agreement between Buyer and Dr. Raymond Alcott;

(iv) the Non-Competition Agreement between Buyer and Dr. Nadia Petrosian; and

(v) the Non-Competition Agreement between Buyer and Gretchen Unger.

For the avoidance of doubt, the obligation of Pinnacle River to fund the Equity Commitment is not subject to any financing condition or any condition relating to the completion of additional due diligence. Pinnacle River acknowledges that it has had the opportunity to conduct such due diligence as it has deemed appropriate with respect to Seller, the Acquired Business, and the Acquisition, and that its obligation to fund the Equity Commitment is not conditioned upon the results of any such due diligence.

4. Limited Guarantee

Concurrently with the execution and delivery of this Commitment Letter, the Fund is providing a Limited Guarantee, dated as of the date hereof (the "Limited Guarantee"), in favor of Seller, guaranteeing certain payment obligations of Buyer under the Acquisition Agreement, including, without limitation, the Reverse Termination Fee, if any, payable by Buyer to Seller upon certain terminations of the Acquisition Agreement. The maximum aggregate liability of the Fund under the Limited Guarantee shall not exceed the amount of the Equity Commitment (i.e., Fifty-Six Million Dollars ($56,000,000)).

The parties acknowledge and agree that the obligations of the Fund under this Commitment Letter and the Limited Guarantee are the sole and exclusive obligations of the Fund with respect to the Acquisition and the transactions contemplated by the Acquisition Agreement. No other fund, account, co-investment vehicle, successor fund, parallel fund, or portfolio company of Pinnacle River or any of its affiliates (other than Buyer and Parent, as applicable) shall have any liability or obligation, whether direct or indirect, under or in connection with this Commitment Letter, the Limited Guarantee, the Acquisition Agreement, or any of the transactions contemplated hereby or thereby, and no recourse shall be had against any such Person for any reason whatsoever.

5. No Third-Party Beneficiaries

This Commitment Letter is entered into solely for the benefit of Buyer (and Parent, as the indirect parent of Buyer) and may not be relied upon or enforced by any other Person, including, without limitation, Seller, the Escrow Agent, Ironclad National Bank, N.A., Keystone Mutual Assurance Company, or any other party to the Acquisition Agreement or any ancillary agreement. No Person other than Buyer and Parent shall have any rights, remedies, or claims under or by reason of this Commitment Letter, whether as a third-party beneficiary or otherwise.

Notwithstanding the foregoing, Seller is hereby designated as an express third-party beneficiary of the representations and warranties of Pinnacle River contained in Section 8 of this Commitment Letter, solely for the limited purpose of confirming the Fund's capacity, authority, and ability to fund the Equity Commitment. Such third-party beneficiary right shall not confer upon Seller any right to enforce, or any claim or cause of action with respect to, any other provision of this Commitment Letter.

6. No Modification or Assignment

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

Buyer may not assign, transfer, pledge, or otherwise encumber its rights under this Commitment Letter, in whole or in part, without the prior written consent of Pinnacle River, which consent may be withheld in Pinnacle River's sole and absolute discretion. Any purported assignment by Buyer in violation of this Section 6 shall be null and void and of no force or effect.

Pinnacle River may assign its obligations under this Commitment Letter, in whole or in part, to one or more co-investment vehicles, parallel funds, alternative investment vehicles, or affiliated funds managed, controlled, or advised by Pinnacle River GP IV, LLC or any of its affiliates (each, a "Permitted Assignee"); provided, however, that no such assignment shall relieve Pinnacle River of its obligations hereunder, and Pinnacle River shall remain primarily liable for the full amount of the Equity Commitment notwithstanding any such assignment. Any Permitted Assignee to whom obligations are assigned shall execute and deliver to Buyer a written instrument confirming its assumption of such obligations, in form and substance reasonably satisfactory to Buyer.

7. Termination

This Commitment Letter shall terminate automatically, without any further action or notice by any party, upon the earliest to occur of the following:

(a) the Closing, upon the funding of the Equity Commitment in full in accordance with the terms hereof;

(b) the valid termination of the Acquisition Agreement in accordance with its terms (including, without limitation, pursuant to Section 10.1 thereof);

(c) the Outside Date (as defined in the Acquisition Agreement), if the Closing shall not have occurred on or prior to such date; and

(d) the date of the mutual written agreement of Pinnacle River and Buyer to terminate this Commitment Letter.

Upon any termination of this Commitment Letter in accordance with this Section 7, Pinnacle River shall have no further obligations or liabilities under or in connection with this Commitment Letter, and this Commitment Letter shall be of no further force or effect; provided, however, that the following provisions shall survive any such termination: (i) Section 9 (Confidentiality), (ii) Section 10 (Governing Law; Jurisdiction), (iii) Section 11 (Counterparts; Electronic Execution), and (iv) this Section 7 (solely with respect to the survival of the foregoing provisions). For the avoidance of doubt, any termination of this Commitment Letter shall be without prejudice to any rights or obligations of the parties that accrued prior to such termination, including any liability for breach of this Commitment Letter occurring prior to the date of termination.

8. Representations and Warranties of Pinnacle River

Pinnacle River hereby represents and warrants to Buyer, as of the date hereof and as of the date of funding of the Equity Commitment, as follows:

(a) Organization and Good Standing. Pinnacle River Capital Partners, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Fund's principal office is located at 200 South Wacker Drive, Suite 3100, Chicago, Illinois 60606.

(b) General Partner Authorization. Pinnacle River GP IV, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The General Partner is the sole general partner of the Fund and has full right, power, and authority to execute, deliver, and perform this Commitment Letter on behalf of, and to bind, the Fund in connection with the transactions contemplated hereby.

(c) Due Authorization; No Conflict. The execution, delivery, and performance of this Commitment Letter by Pinnacle River, acting through the General Partner, has been duly authorized by all necessary partnership, limited liability company, and other organizational action on the part of Pinnacle River and the General Partner. The execution, delivery, and performance of this Commitment Letter does not and will not (i) conflict with, violate, or result in a breach of the Second Amended and Restated Agreement of Limited Partnership of the Fund, dated as of March 22, 2019 (as amended, the "Partnership Agreement"), or the Amended and Restated Operating Agreement of the General Partner, dated as of March 22, 2019 (as amended, the "Operating Agreement"), (ii) conflict with, violate, or result in a breach of any applicable law, rule, regulation, order, judgment, or decree binding upon the Fund or the General Partner, or (iii) require any consent, approval, authorization, or filing with any governmental authority, except as has been obtained or made prior to the date hereof.

(d) Sufficiency of Capital. The Fund has aggregate unfunded capital commitments from its limited partners in an amount sufficient to satisfy the Equity Commitment in full, after taking into account all other outstanding or pending commitments, obligations, or anticipated capital calls of the Fund. No consent, approval, vote, or waiver from any limited partner of the Fund is required in connection with the funding of the Equity Commitment, other than the issuance of a capital call notice by the General Partner in accordance with the Partnership Agreement. The General Partner has the authority, pursuant to the Partnership Agreement, to issue such capital call notice and to direct the application of the capital contributions received in response thereto toward the funding of the Equity Commitment.

(e) Enforceability. This Commitment Letter constitutes the legal, valid, and binding obligation of Pinnacle River, enforceable against Pinnacle River in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, and other similar laws affecting the rights and remedies of creditors generally, and (ii) general principles of equity, whether applied in a proceeding in equity or at law (including concepts of materiality, reasonableness, good faith, and fair dealing).

(f) No Litigation. There is no action, suit, arbitration, investigation, inquiry, or other proceeding pending or, to the knowledge of the General Partner after reasonable inquiry, threatened against or affecting Pinnacle River, the General Partner, or any of their respective assets before any court, arbitrator, or governmental authority that would reasonably be expected to impair the ability of Pinnacle River to perform its obligations under this Commitment Letter or to fund the Equity Commitment in accordance with the terms hereof.

9. Confidentiality

This Commitment Letter, including the terms and conditions hereof, and all information exchanged between the parties in connection herewith, are strictly confidential and shall not be disclosed, in whole or in part, to any Person other than Buyer, Parent, and their respective directors, officers, employees, members, managers, equityholders, and professional advisors (including Calderwood & Harkness LLP, as legal counsel to Buyer, and Ridgepoint Advisory Group, LLC, as financial advisor to Buyer) on a need-to-know basis, except:

(a) as required by applicable law, rule, regulation, or legal process (including any subpoena or civil investigative demand), in which case the disclosing party shall, to the extent legally permissible, provide the other parties with prompt written notice of such requirement prior to disclosure;

(b) to Ironclad National Bank, N.A., its counsel, and its advisors, in connection with the Incremental Term Loan and the Amended Credit Agreement, subject to customary confidentiality obligations;

(c) to Keystone Mutual Assurance Company and its authorized representatives, in connection with the issuance of the R&W Policy, subject to customary confidentiality obligations; or

(d) to Seller and its legal counsel, Whitfield, Ames & Greer LLP, to the extent reasonably necessary to confirm the availability of equity financing for the Acquisition; provided, that any such disclosure shall be limited to the existence of this Commitment Letter, the identity of the Fund, and the aggregate amount of the Equity Commitment, and shall not include the detailed terms and conditions hereof unless Pinnacle River consents in writing.

The obligations under this Section 9 shall survive the termination of this Commitment Letter for a period of two (2) years.

10. Governing Law; Jurisdiction

This Commitment Letter and all claims, controversies, disputes, and causes of action (whether at law, in equity, in contract, in tort, or otherwise) arising out of, relating to, or in connection with this Commitment Letter, the negotiation, execution, delivery, performance, or enforcement hereof, or the transactions contemplated hereby, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if neither such state court accepts jurisdiction, the United States District Court for the District of Delaware) for the purpose of any action, suit, or proceeding arising out of, relating to, or in connection with this Commitment Letter, and each party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS PARAGRAPH.

11. Counterparts; Electronic Execution

This Commitment Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Commitment Letter by portable document format (.pdf) or other electronic transmission (including DocuSign, Ashford Health IT, or any other electronic signature technology compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. §§ 7001–7006, and the Uniform Electronic Transactions Act as adopted in the State of Delaware) shall be as effective as delivery of a manually executed counterpart.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

EQUITY COMMITMENT LETTER SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned has caused this Commitment Letter to be duly executed and delivered as of the date first written above.

PINNACLE RIVER CAPITAL PARTNERS, LP

By: Pinnacle River GP IV, LLC, its General Partner

By: ________

Name: Elliot Bergstrom

Title: Managing Partner

Date: June 16, 2025

ACKNOWLEDGED AND ACCEPTED:

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Marcus Waverly

Title: Chief Executive Officer

Date: June 16, 2025

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Patricia Hsu

Title: Chief Financial Officer

Date: June 16, 2025

PINNACLE RIVER CAPITAL PARTNERS, LP 200 South Wacker Drive, Suite 3100 Chicago, Illinois 60606
June 16, 2025
Crestline Packaging Solutions LLC 8400 Scioto Darby Road, Suite 300 Columbus, Ohio 43228
Attention: Marcus Waverly, Chief Executive Officer
Patricia Hsu, Chief Financial Officer
Re: Equity Commitment Letter — Acquisition of Substantially All Assets of Lakewood Regional Health Partners, LLC
Dear Mr. Waverly and Ms. Hsu:
Reference is made to that certain Asset Purchase Agreement, dated as of the date hereof (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Acquisition Agreement"), by and among Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), CPS Holdings, Inc., a Delaware corporation ("Parent"), Lakewood Regional Health Partners, LLC, a New York limited liability company ("Seller"), Dr. Raymond Alcott, an individual, and Dr. Nadia Petrosian, an individual, pursuant to which Buyer will acquire substantially all of the assets of Seller (the "Acquisition"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Acquisition Agreement.
This letter agreement (this "Commitment Letter") sets forth the commitment of Pinnacle River Capital Partners, LP, a Delaware limited partnership (the "Fund" or "Pinnacle River"), acting through its sole general partner, Pinnacle River GP IV, LLC, a Delaware limited liability company (the "General Partner"), to provide equity financing to Buyer in order to consummate the Acquisition on the terms and subject to the conditions set forth herein. Buyer is a portfolio company of the Fund, and the Fund's aggregate committed capital is Two Billion Six Hundred Million Dollars ($2,600,000,000). The Fund originally acquired its indirect equity interest in Buyer on September 17, 2021 through Parent. This Commitment Letter is being delivered in connection with, and contemporaneously with the execution and delivery of, the Acquisition Agreement.
1. Commitment
Pinnacle River hereby irrevocably commits, subject to the terms and conditions of this Commitment Letter, to contribute, or cause to be contributed, to Buyer (or, at the Fund's election, to Parent, CPS Holdings, Inc., for further equity contribution to Buyer) aggregate equity in the amount of Fifty-Six Million Dollars ($56,000,000) (the "Equity Commitment"). The Equity Commitment represents the maximum amount that Pinnacle River shall be obligated to fund under this Commitment Letter and shall be funded as follows:
(a) Closing Cash Consideration Component. Thirty-Five Million Dollars ($35,000,000) shall be contributed and used exclusively toward the payment of the closing cash consideration payable to Seller under the Acquisition Agreement. The parties acknowledge that such amount, together with the proceeds of the Incremental Term Loan from Ironclad National Bank, N.A., in the aggregate principal amount of Eighty-Four Million Dollars ($84,000,000), shall constitute the total closing cash consideration of One Hundred Nineteen Million Dollars ($119,000,000) to be delivered to Seller at the Closing.
(b) Transaction Expenses, Working Capital, and Reserves Component. Twenty-One Million Dollars ($21,000,000) shall be contributed and used for (i) Buyer's transaction expenses incurred in connection with the Acquisition, (ii) working capital needs in connection with the Acquisition and the transition and integration of the Acquired Assets, (iii) required reserves, including Buyer's funding obligation with respect to the Purchase Price Adjustment Escrow in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), and (iv) general corporate purposes directly related to the consummation, transition, and integration of the Acquisition.
The Equity Commitment shall be funded in immediately available funds by wire transfer to one or more accounts designated by Buyer (or Parent, as applicable) in writing no later than the second (2nd) Business Day prior to the Closing Date (which the parties currently estimate shall occur on or about August 15, 2025); provided, that the conditions set forth in Section 3 of this Commitment Letter have been satisfied or waived in accordance with the terms hereof. Buyer shall provide Pinnacle River with wire transfer instructions and account designation no later than five (5) Business Days prior to the anticipated Closing Date.
The parties acknowledge and agree that the Equity Commitment, when combined with the Eighty-Four Million Dollars ($84,000,000) Incremental Term Loan from Ironclad National Bank, N.A., is sufficient to fund (i) the aggregate Purchase Price of One Hundred Forty Million Dollars ($140,000,000), (ii) the Indemnification Escrow in the amount of Thirty-Five Million Dollars ($35,000,000), (iii) the Purchase Price Adjustment Escrow in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), and (iv) estimated transaction expenses of Buyer in connection with the Acquisition. Nothing in this Commitment Letter shall require Pinnacle River to fund amounts in excess of the Equity Commitment.
2. Purpose and Use of Proceeds
The Equity Commitment shall be used solely for the following purposes in connection with the Acquisition, and for no other purpose whatsoever:
(a) Closing Cash Consideration. Payment of a portion of the aggregate closing cash consideration payable to Seller pursuant to the Acquisition Agreement;
(b) Transaction Expenses. Funding of Buyer's share of transaction expenses incurred in connection with the negotiation, documentation, and consummation of the Acquisition, including, without limitation:
(i) legal fees and expenses of Calderwood & Harkness LLP, as legal counsel to Buyer and Parent;
(ii) financial advisory fees and expenses of Ridgepoint Advisory Group, LLC, as financial advisor to Buyer;
(iii) accounting, tax, and audit fees and expenses of Hargrove & Whitaker LLP;
(iv) environmental due diligence and consulting fees and expenses of Clearfield Environmental Consultants, Inc.;
(v) healthcare regulatory advisory fees and expenses of Marchand Healthcare Regulatory Advisors, LLC;
(vi) actuarial and employee benefits consulting fees and expenses of Stonebridge Actuarial & Benefits Consulting, Inc.;
(vii) the representation and warranty insurance policy premium in the amount of Nine Hundred Eighty Thousand Dollars ($980,000), payable to Keystone Mutual Assurance Company in connection with the issuance of the R&W Policy;
(viii) the directors' and officers' liability insurance tail policy premium in the amount of One Hundred Twenty Thousand Dollars ($120,000), payable to Ridgeline Specialty Insurance Company;
(ix) the professional liability insurance tail policy premium in the amount of Four Hundred Seventy-Five Thousand Dollars ($475,000), payable to Ridgeline Specialty Insurance Company;
(x) financing fees and expenses in the aggregate amount of One Million Two Hundred Sixty Thousand Dollars ($1,260,000) payable in connection with the Incremental Term Loan; and
(xi) Buyer's share of estimated transfer taxes in the amount of Fifty-Nine Thousand Dollars ($59,000);
(c) Purchase Price Adjustment Escrow. Funding of the Purchase Price Adjustment Escrow in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000) to be deposited with the Escrow Agent in accordance with the Escrow Agreement; and
(d) Working Capital Reserves. Working capital reserves reasonably necessary for the continued operation of the Acquired Business during the integration period following the Closing.
In no event shall the Equity Commitment, or any portion thereof, be used for purposes unrelated to the Acquisition without the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole and absolute discretion. Buyer shall provide Pinnacle River with a reasonably detailed use-of-proceeds schedule no later than five (5) Business Days prior to the anticipated Closing Date, together with such supporting documentation as Pinnacle River may reasonably request.
3. Conditions to Funding
The obligation of Pinnacle River to fund the Equity Commitment is subject to the satisfaction (or waiver by Pinnacle River in its sole discretion) of each of the following conditions precedent:
(a) Execution of Acquisition Agreement. The Acquisition Agreement shall have been duly executed and delivered by all parties thereto, in form and substance satisfactory to Pinnacle River, and shall be in full force and effect as of the date of funding without any amendment, modification, supplement, or waiver that has not been approved by Pinnacle River in writing;
(b) Satisfaction of Closing Conditions. All conditions precedent to Buyer's obligation to consummate the Closing as set forth in the Acquisition Agreement shall have been satisfied or waived (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing), including, without limitation, (i) receipt of all required governmental and regulatory approvals, including approval from the New York State Department of Health ("NY DOH"), the Pennsylvania Department of Health ("PA DOH"), clearance or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and all required approvals from the Centers for Medicare & Medicaid Services ("CMS") with respect to enrollment and provider participation, and (ii) satisfaction of all closing deliverables required to be delivered by Seller pursuant to the Acquisition Agreement;
(c) Availability of Debt Financing. The Incremental Term Loan in the aggregate principal amount of Eighty-Four Million Dollars ($84,000,000) under that certain Amended and Restated Credit Agreement, dated as of September 17, 2021 (as heretofore amended, restated, supplemented, or otherwise modified from time to time, the "Amended Credit Agreement"), by and among Buyer, Parent, the lenders party thereto, and Ironclad National Bank, N.A., as administrative agent, shall be available for contemporaneous funding at the Closing, on terms and conditions that are consistent in all material respects with the debt commitment letter issued by Ironclad National Bank, N.A. to Buyer;
(d) No Material Adverse Effect. No Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred with respect to Seller or the Acquired Business since the date of the Acquisition Agreement;
(e) Representation and Warranty Insurance. Buyer shall have received, and there shall be in full force and effect, the representation and warranty insurance policy (the "R&W Policy") issued by Keystone Mutual Assurance Company providing coverage in the aggregate amount of Thirty-Five Million Dollars ($35,000,000), with a retention amount of Two Million One Hundred Thousand Dollars ($2,100,000), on terms and conditions satisfactory to Pinnacle River in its reasonable discretion;
(f) Escrow Agreement. The Escrow Agreement shall have been duly executed and delivered by Buyer, Seller, and Apex Title & Escrow Services, LLC, as escrow agent (the "Escrow Agent"), providing for (i) the Indemnification Escrow in the amount of Thirty-Five Million Dollars ($35,000,000), and (ii) the Purchase Price Adjustment Escrow in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), in each case, on terms and conditions satisfactory to Pinnacle River;
(g) No Injunction or Proceeding. No temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order, decree, ruling, or legal proceeding issued by any court of competent jurisdiction or governmental authority shall be pending or threatened that would prohibit, enjoin, restrain, or materially impair the consummation of the Acquisition or the transactions contemplated by the Acquisition Agreement; and
(h) Ancillary Agreements. Each of the following ancillary agreements shall have been duly executed and delivered by the applicable parties thereto, in form and substance reasonably satisfactory to Pinnacle River:
(i) the Consulting Agreement between Buyer and Dr. Raymond Alcott, providing for annual consulting compensation of Four Hundred Fifty Thousand Dollars ($450,000);
(ii) the Consulting Agreement between Buyer and Dr. Nadia Petrosian, providing for annual consulting compensation of Three Hundred Seventy-Five Thousand Dollars ($375,000);
(iii) the Non-Competition Agreement between Buyer and Dr. Raymond Alcott;
(iv) the Non-Competition Agreement between Buyer and Dr. Nadia Petrosian; and
(v) the Non-Competition Agreement between Buyer and Gretchen Unger.
For the avoidance of doubt, the obligation of Pinnacle River to fund the Equity Commitment is not subject to any financing condition or any condition relating to the completion of additional due diligence. Pinnacle River acknowledges that it has had the opportunity to conduct such due diligence as it has deemed appropriate with respect to Seller, the Acquired Business, and the Acquisition, and that its obligation to fund the Equity Commitment is not conditioned upon the results of any such due diligence.
4. Limited Guarantee
Concurrently with the execution and delivery of this Commitment Letter, the Fund is providing a Limited Guarantee, dated as of the date hereof (the "Limited Guarantee"), in favor of Seller, guaranteeing certain payment obligations of Buyer under the Acquisition Agreement, including, without limitation, the Reverse Termination Fee, if any, payable by Buyer to Seller upon certain terminations of the Acquisition Agreement. The maximum aggregate liability of the Fund under the Limited Guarantee shall not exceed the amount of the Equity Commitment (i.e., Fifty-Six Million Dollars ($56,000,000)).
The parties acknowledge and agree that the obligations of the Fund under this Commitment Letter and the Limited Guarantee are the sole and exclusive obligations of the Fund with respect to the Acquisition and the transactions contemplated by the Acquisition Agreement. No other fund, account, co-investment vehicle, successor fund, parallel fund, or portfolio company of Pinnacle River or any of its affiliates (other than Buyer and Parent, as applicable) shall have any liability or obligation, whether direct or indirect, under or in connection with this Commitment Letter, the Limited Guarantee, the Acquisition Agreement, or any of the transactions contemplated hereby or thereby, and no recourse shall be had against any such Person for any reason whatsoever.
5. No Third-Party Beneficiaries
This Commitment Letter is entered into solely for the benefit of Buyer (and Parent, as the indirect parent of Buyer) and may not be relied upon or enforced by any other Person, including, without limitation, Seller, the Escrow Agent, Ironclad National Bank, N.A., Keystone Mutual Assurance Company, or any other party to the Acquisition Agreement or any ancillary agreement. No Person other than Buyer and Parent shall have any rights, remedies, or claims under or by reason of this Commitment Letter, whether as a third-party beneficiary or otherwise.
Notwithstanding the foregoing, Seller is hereby designated as an express third-party beneficiary of the representations and warranties of Pinnacle River contained in Section 8 of this Commitment Letter, solely for the limited purpose of confirming the Fund's capacity, authority, and ability to fund the Equity Commitment. Such third-party beneficiary right shall not confer upon Seller any right to enforce, or any claim or cause of action with respect to, any other provision of this Commitment Letter.
6. No Modification or Assignment
This Commitment Letter may not be amended, modified, supplemented, restated, or waived, in whole or in part, except by a written instrument duly executed by Pinnacle River (acting through the General Partner) and Buyer. No course of dealing between the parties and no delay or omission on the part of any party in exercising any right or remedy hereunder shall operate as a waiver thereof.
Buyer may not assign, transfer, pledge, or otherwise encumber its rights under this Commitment Letter, in whole or in part, without the prior written consent of Pinnacle River, which consent may be withheld in Pinnacle River's sole and absolute discretion. Any purported assignment by Buyer in violation of this Section 6 shall be null and void and of no force or effect.
Pinnacle River may assign its obligations under this Commitment Letter, in whole or in part, to one or more co-investment vehicles, parallel funds, alternative investment vehicles, or affiliated funds managed, controlled, or advised by Pinnacle River GP IV, LLC or any of its affiliates (each, a "Permitted Assignee"); provided, however, that no such assignment shall relieve Pinnacle River of its obligations hereunder, and Pinnacle River shall remain primarily liable for the full amount of the Equity Commitment notwithstanding any such assignment. Any Permitted Assignee to whom obligations are assigned shall execute and deliver to Buyer a written instrument confirming its assumption of such obligations, in form and substance reasonably satisfactory to Buyer.
7. Termination
This Commitment Letter shall terminate automatically, without any further action or notice by any party, upon the earliest to occur of the following:
(a) the Closing, upon the funding of the Equity Commitment in full in accordance with the terms hereof;
(b) the valid termination of the Acquisition Agreement in accordance with its terms (including, without limitation, pursuant to Section 10.1 thereof);
(c) the Outside Date (as defined in the Acquisition Agreement), if the Closing shall not have occurred on or prior to such date; and
(d) the date of the mutual written agreement of Pinnacle River and Buyer to terminate this Commitment Letter.
Upon any termination of this Commitment Letter in accordance with this Section 7, Pinnacle River shall have no further obligations or liabilities under or in connection with this Commitment Letter, and this Commitment Letter shall be of no further force or effect; provided, however, that the following provisions shall survive any such termination: (i) Section 9 (Confidentiality), (ii) Section 10 (Governing Law; Jurisdiction), (iii) Section 11 (Counterparts; Electronic Execution), and (iv) this Section 7 (solely with respect to the survival of the foregoing provisions). For the avoidance of doubt, any termination of this Commitment Letter shall be without prejudice to any rights or obligations of the parties that accrued prior to such termination, including any liability for breach of this Commitment Letter occurring prior to the date of termination.
8. Representations and Warranties of Pinnacle River
Pinnacle River hereby represents and warrants to Buyer, as of the date hereof and as of the date of funding of the Equity Commitment, as follows:
(a) Organization and Good Standing. Pinnacle River Capital Partners, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Fund's principal office is located at 200 South Wacker Drive, Suite 3100, Chicago, Illinois 60606.
(b) General Partner Authorization. Pinnacle River GP IV, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The General Partner is the sole general partner of the Fund and has full right, power, and authority to execute, deliver, and perform this Commitment Letter on behalf of, and to bind, the Fund in connection with the transactions contemplated hereby.
(c) Due Authorization; No Conflict. The execution, delivery, and performance of this Commitment Letter by Pinnacle River, acting through the General Partner, has been duly authorized by all necessary partnership, limited liability company, and other organizational action on the part of Pinnacle River and the General Partner. The execution, delivery, and performance of this Commitment Letter does not and will not (i) conflict with, violate, or result in a breach of the Second Amended and Restated Agreement of Limited Partnership of the Fund, dated as of March 22, 2019 (as amended, the "Partnership Agreement"), or the Amended and Restated Operating Agreement of the General Partner, dated as of March 22, 2019 (as amended, the "Operating Agreement"), (ii) conflict with, violate, or result in a breach of any applicable law, rule, regulation, order, judgment, or decree binding upon the Fund or the General Partner, or (iii) require any consent, approval, authorization, or filing with any governmental authority, except as has been obtained or made prior to the date hereof.
(d) Sufficiency of Capital. The Fund has aggregate unfunded capital commitments from its limited partners in an amount sufficient to satisfy the Equity Commitment in full, after taking into account all other outstanding or pending commitments, obligations, or anticipated capital calls of the Fund. No consent, approval, vote, or waiver from any limited partner of the Fund is required in connection with the funding of the Equity Commitment, other than the issuance of a capital call notice by the General Partner in accordance with the Partnership Agreement. The General Partner has the authority, pursuant to the Partnership Agreement, to issue such capital call notice and to direct the application of the capital contributions received in response thereto toward the funding of the Equity Commitment.
(e) Enforceability. This Commitment Letter constitutes the legal, valid, and binding obligation of Pinnacle River, enforceable against Pinnacle River in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, and other similar laws affecting the rights and remedies of creditors generally, and (ii) general principles of equity, whether applied in a proceeding in equity or at law (including concepts of materiality, reasonableness, good faith, and fair dealing).
(f) No Litigation. There is no action, suit, arbitration, investigation, inquiry, or other proceeding pending or, to the knowledge of the General Partner after reasonable inquiry, threatened against or affecting Pinnacle River, the General Partner, or any of their respective assets before any court, arbitrator, or governmental authority that would reasonably be expected to impair the ability of Pinnacle River to perform its obligations under this Commitment Letter or to fund the Equity Commitment in accordance with the terms hereof.
9. Confidentiality
This Commitment Letter, including the terms and conditions hereof, and all information exchanged between the parties in connection herewith, are strictly confidential and shall not be disclosed, in whole or in part, to any Person other than Buyer, Parent, and their respective directors, officers, employees, members, managers, equityholders, and professional advisors (including Calderwood & Harkness LLP, as legal counsel to Buyer, and Ridgepoint Advisory Group, LLC, as financial advisor to Buyer) on a need-to-know basis, except:
(a) as required by applicable law, rule, regulation, or legal process (including any subpoena or civil investigative demand), in which case the disclosing party shall, to the extent legally permissible, provide the other parties with prompt written notice of such requirement prior to disclosure;
(b) to Ironclad National Bank, N.A., its counsel, and its advisors, in connection with the Incremental Term Loan and the Amended Credit Agreement, subject to customary confidentiality obligations;
(c) to Keystone Mutual Assurance Company and its authorized representatives, in connection with the issuance of the R&W Policy, subject to customary confidentiality obligations; or
(d) to Seller and its legal counsel, Whitfield, Ames & Greer LLP, to the extent reasonably necessary to confirm the availability of equity financing for the Acquisition; provided, that any such disclosure shall be limited to the existence of this Commitment Letter, the identity of the Fund, and the aggregate amount of the Equity Commitment, and shall not include the detailed terms and conditions hereof unless Pinnacle River consents in writing.
The obligations under this Section 9 shall survive the termination of this Commitment Letter for a period of two (2) years.
10. Governing Law; Jurisdiction
This Commitment Letter and all claims, controversies, disputes, and causes of action (whether at law, in equity, in contract, in tort, or otherwise) arising out of, relating to, or in connection with this Commitment Letter, the negotiation, execution, delivery, performance, or enforcement hereof, or the transactions contemplated hereby, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware, or, if neither such state court accepts jurisdiction, the United States District Court for the District of Delaware) for the purpose of any action, suit, or proceeding arising out of, relating to, or in connection with this Commitment Letter, and each party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION, SUIT, OR PROCEEDING, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS PARAGRAPH.
11. Counterparts; Electronic Execution
This Commitment Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Commitment Letter by portable document format (.pdf) or other electronic transmission (including DocuSign, Ashford Health IT, or any other electronic signature technology compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. §§ 7001–7006, and the Uniform Electronic Transactions Act as adopted in the State of Delaware) shall be as effective as delivery of a manually executed counterpart.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
EQUITY COMMITMENT LETTER SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has caused this Commitment Letter to be duly executed and delivered as of the date first written above.
PINNACLE RIVER CAPITAL PARTNERS, LP
By: Pinnacle River GP IV, LLC, its General Partner
By: ________
Name: Elliot Bergstrom
Title: Managing Partner
Date: June 16, 2025
ACKNOWLEDGED AND ACCEPTED:
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Marcus Waverly
Title: Chief Executive Officer
Date: June 16, 2025
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Patricia Hsu
Title: Chief Financial Officer
Date: June 16, 2025

PINNACLE RIVER CAPITAL PARTNERS, LP 200 South Wacker Drive, Suite 3100 Chicago, Illinois 60606

EQUITY COMMITMENT LETTER SIGNATURE PAGE

PINNACLE RIVER CAPITAL PARTNERS, LP

ACKNOWLEDGED AND ACCEPTED:

CRESTLINE PACKAGING SOLUTIONS LLC

CRESTLINE PACKAGING SOLUTIONS LLC

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