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ASSIGNMENT AND ASSUMPTION AGREEMENT

(ASSUMED CONTRACTS)

Dated as of ____, 2025

This Assignment and Assumption Agreement (Assumed Contracts) (this "Agreement") is entered into as of the date first written above (the "Closing Date"), by and between:

Lakewood Regional Health Partners, LLC, a New York limited liability company (the "Assignor" or "LRHP"), with its principal office located at 450 East Ridge Road, Rochester, New York 14621;

and

Crestline Packaging Solutions LLC, a Delaware limited liability company (the "Assignee" or "CPS"), with its principal office located at 8400 Scioto Darby Road, Suite 300, Columbus, Ohio 43228.

Each of Assignor and Assignee is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Assignor, Dr. Raymond Alcott, an individual, Dr. Nadia Petrosian, an individual (Dr. Alcott and Dr. Petrosian, together with Assignor, collectively, the "Sellers"), and Assignee have entered into that certain Asset Purchase Agreement, dated as of June 16, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), pursuant to which, among other things, Assignor has agreed to sell, assign, transfer, convey, and deliver to Assignee, and Assignee has agreed to purchase and acquire from Assignor, certain assets and properties of Assignor, upon the terms and subject to the conditions set forth therein;

WHEREAS, capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement;

WHEREAS, the Purchase Agreement provides, among other things, for the assignment by Assignor to Assignee, and the assumption by Assignee from Assignor, of the Assumed Contracts (as defined in the Purchase Agreement and as set forth in the Disclosure Schedules thereto), effective as of the Closing Date;

WHEREAS, this Agreement is being executed and delivered by the Parties pursuant to, and in satisfaction of the obligations set forth in, the Purchase Agreement in connection with the consummation of the transactions contemplated thereby at the Closing (as defined in the Purchase Agreement); and

WHEREAS, the Parties desire to evidence such assignment and assumption in this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Assumed Contracts" shall have the meaning set forth in the Purchase Agreement, and shall include all contracts, agreements, and instruments listed on Schedule A attached hereto and incorporated herein by reference, including without limitation all managed care agreements, vendor agreements, equipment leases, license agreements, service agreements, real property leases, consulting agreements, and all other agreements designated as "Assumed Contracts" in the Purchase Agreement and the Disclosure Schedules thereto.

(b) "Assumed Liabilities" shall have the meaning set forth in the Purchase Agreement, and shall be limited to obligations and liabilities arising under or relating to the Assumed Contracts to the extent such obligations and liabilities arise or relate to the period from and after the Closing Date.

(d) "Excluded Liabilities" shall have the meaning set forth in the Purchase Agreement, and shall include all obligations and liabilities arising under or relating to the Assumed Contracts to the extent such obligations and liabilities arise or relate to the period prior to the Closing Date, including, without limitation, any accounts payable, accrued expenses, penalties, fines, or other amounts owed or owing by Assignor in connection with the Assumed Contracts for periods prior to the Closing Date.

(e) "Purchase Agreement" shall have the meaning set forth in the Recitals.

Section 1.2 — Other Defined Terms. All other capitalized terms used but not defined in this Agreement shall have the respective meanings given to such terms in the Purchase Agreement. The rules of construction and interpretation set forth in the Purchase Agreement shall apply to this Agreement, mutatis mutandis.

ARTICLE II — ASSIGNMENT

Section 2.1 — Assignment. Effective as of the Closing Date, Assignor hereby unconditionally and irrevocably assigns, transfers, conveys, and delivers to Assignee, and its successors and permitted assigns, all of Assignor's right, title, and interest in, to, and under each of the Assumed Contracts, together with all benefits, privileges, and rights arising thereunder or accruing with respect thereto from and after the Closing Date, free and clear of all Encumbrances (other than Permitted Encumbrances, as defined in the Purchase Agreement). This assignment is made in accordance with, and subject to, the terms and conditions of the Purchase Agreement, and is intended to constitute the operative instrument of assignment with respect to the Assumed Contracts as contemplated by the Purchase Agreement.

Section 2.2 — Assignor's Representations. Assignor hereby represents and warrants to Assignee as follows:

(a) Power and Authority. Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. Assignor has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

(b) Due Authorization. The execution, delivery, and performance of this Agreement by Assignor has been duly authorized by all necessary limited liability company action on the part of Assignor, including the approval of its managing members, and no other limited liability company proceedings or actions on the part of Assignor or its members are necessary to authorize the execution, delivery, or performance of this Agreement.

(c) Right to Assign. Subject to the receipt of any required third-party consents specifically identified in the Purchase Agreement or the Disclosure Schedules thereto, Assignor has the right, power, and authority to assign its interest in each of the Assumed Contracts to Assignee, and such assignment does not violate, conflict with, or result in a breach or default under any agreement, instrument, order, judgment, decree, or applicable law to which Assignor is a party or by which Assignor or any of its properties or assets may be bound.

(d) Enforceability. This Agreement has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).

Section 2.3 — Further Assurances — Assignor. From time to time after the Closing Date, at the reasonable request of Assignee and without the payment or provision of any further consideration by Assignee, Assignor shall (i) promptly execute and deliver such additional instruments of transfer, assignment, conveyance, and confirmation, and (ii) take such further actions, in each case as may be reasonably necessary or desirable to more effectively evidence, perfect, or otherwise effectuate the assignment, transfer, and conveyance of the Assumed Contracts to Assignee as contemplated by this Agreement and the Purchase Agreement. Without limiting the generality of the foregoing, Assignor shall cooperate with Assignee in providing notices of assignment to counterparties to the Assumed Contracts, delivering estoppel certificates as may be reasonably requested, and taking such other ministerial actions as may be necessary to ensure that Assignee receives the full benefit of each Assumed Contract from and after the Closing Date.

ARTICLE III — ASSUMPTION

Section 3.1 — Assumption. Effective as of the Closing Date, Assignee hereby accepts the foregoing assignment of the Assumed Contracts and assumes and agrees to observe, perform, satisfy, pay, and discharge, in accordance with their respective terms and subject to the conditions thereof, all Assumed Liabilities arising under or relating to the Assumed Contracts, but only to the extent such Assumed Liabilities arise or relate to the period from and after the Closing Date. Without limiting the generality of the foregoing, Assignee shall be responsible for all performance obligations, payment obligations, indemnification obligations, and other duties and liabilities under the Assumed Contracts that arise or are required to be performed or discharged on or after the Closing Date, in each case in accordance with the terms and conditions of the applicable Assumed Contract.

Section 3.2 — Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Assignee does not hereby assume and shall not be deemed to have assumed, and shall not be responsible for, any Excluded Liabilities. Assignor shall retain, and shall be solely responsible for the payment, performance, satisfaction, and discharge of, all Excluded Liabilities. For the avoidance of doubt, Excluded Liabilities include, without limitation, all obligations and liabilities arising under or relating to the Assumed Contracts to the extent such obligations and liabilities arise or relate to the period prior to the Closing Date, including any amounts owed or payable by Assignor for goods or services received, penalties or fines incurred, or causes of action accruing, in each case prior to the Closing Date, regardless of when any invoice, demand, or claim with respect thereto is presented. The allocation of liabilities between Assumed Liabilities and Excluded Liabilities shall be determined in accordance with the terms of the Purchase Agreement.

Section 3.3 — Assignee's Representations. Assignee hereby represents and warrants to Assignor as follows:

(a) Power and Authority. Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignee has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

(b) Due Authorization. The execution, delivery, and performance of this Agreement by Assignee has been duly authorized by all necessary limited liability company action on the part of Assignee, including the approval of its board of managers and any other governing body whose approval is required, and no other limited liability company proceedings or actions on the part of Assignee or its members are necessary to authorize the execution, delivery, or performance of this Agreement.

(c) Enforceability. This Agreement has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).

ARTICLE IV — RELATIONSHIP TO PURCHASE AGREEMENT

Section 4.1 — Purchase Agreement Controls. This Agreement is executed and delivered pursuant to, and is expressly made subject to and governed by, the terms and conditions of the Purchase Agreement. The Parties acknowledge and agree that the representations, warranties, covenants, agreements, indemnities, and other obligations set forth in the Purchase Agreement are not superseded, limited, or modified in any respect by this Agreement. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall in all respects control and govern, and the conflicting or inconsistent terms and provisions of this Agreement shall be deemed modified to the extent necessary to eliminate such conflict or inconsistency.

Section 4.2 — No Third-Party Beneficiaries. Nothing in this Agreement, whether express or implied, is intended to or shall confer upon any Person (other than the Parties and their respective successors and permitted assigns) any right, benefit, remedy, or claim of any kind or nature whatsoever under or by reason of this Agreement. No counterparty to any Assumed Contract shall be deemed a third-party beneficiary of this Agreement, and no such counterparty shall have any right to enforce any provision of this Agreement. The Parties acknowledge that the rights and obligations created by this Agreement are solely for the benefit of the Parties hereto and are not intended to create any rights in, or obligations to, any other Person.

Section 4.3 — No Expansion of Obligations. Nothing in this Agreement shall be construed to constitute an assumption of, or agreement to perform, observe, satisfy, pay, or discharge, any obligation or liability that is not otherwise required to be assumed by Assignee under the express terms of the Purchase Agreement. Without limiting the foregoing, this Agreement shall not enlarge, restrict, or otherwise modify the rights, obligations, representations, warranties, covenants, or indemnification obligations of any of the Parties under the Purchase Agreement. In the event that any provision of this Agreement could be interpreted as broadening or narrowing the scope of the Assumed Liabilities or the Excluded Liabilities as defined in the Purchase Agreement, the definitions and allocations set forth in the Purchase Agreement shall prevail.

Section 4.4 — Consents. The Parties acknowledge that the assignment of certain of the Assumed Contracts may require the consent, approval, novation, or waiver of one or more third parties (each, a "Required Consent"). To the extent that any such Required Consent has not been obtained as of the Closing Date, this Agreement shall not constitute an assignment or attempted assignment of any such Assumed Contract if and to the extent that such assignment, without the Required Consent, would constitute a breach or violation of, or default under, such Assumed Contract or would otherwise be ineffective or void under applicable law. With respect to any Assumed Contract for which a Required Consent has not been obtained as of the Closing Date:

(a) Assignor shall use commercially reasonable efforts to obtain such Required Consent as promptly as practicable after the Closing Date, and Assignee shall cooperate with Assignor in connection with the foregoing, including by providing such information, assurances, and financial or operational data as may be reasonably requested by the applicable third party or by Assignor in connection with obtaining such Required Consent;

(b) Pending receipt of any such Required Consent, the Parties shall cooperate in any reasonable arrangement designed to provide Assignee with the economic and operational benefits of such Assumed Contract, including through subcontracting, sublicensing, agency, or other commercially reasonable arrangements, all as more fully set forth in the Purchase Agreement;

(c) To the extent that Assignee receives the benefits of any such Assumed Contract through the arrangements described in clause (b) above, Assignee shall perform and discharge the obligations of Assignor under such Assumed Contract (to the extent arising from and after the Closing Date) on Assignor's behalf, and shall indemnify and hold Assignor harmless from and against any Losses arising from Assignee's failure to so perform; and

(d) Upon receipt of any Required Consent following the Closing Date, the assignment of the applicable Assumed Contract to Assignee shall be deemed to have been automatically effectuated as of the date of such receipt, without the need for any further action or documentation by either Party, except to the extent that additional instruments of assignment may be required by the applicable third party, in which case the Parties shall promptly execute and deliver such instruments.

The obligations of the Parties with respect to Required Consents shall be as more fully set forth in the Purchase Agreement, and nothing in this Section 4.4 shall be deemed to modify, limit, or expand such obligations.

ARTICLE V — MISCELLANEOUS

Section 5.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts specified in the Purchase Agreement with respect to any dispute, controversy, or claim arising out of or relating to this Agreement, and the Parties consent to the exercise of personal jurisdiction by such courts. Each Party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

Section 5.2 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign its rights or delegate its obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, which consent may be withheld in such other Party's sole and absolute discretion; provided, however, that either Party may assign its rights and obligations hereunder in connection with any transaction or transfer permitted under the terms of the Purchase Agreement without the consent of the other Party. Any purported assignment or delegation in violation of this Section 5.2 shall be null and void and of no force or effect. No assignment shall relieve the assigning Party of any of its obligations hereunder.

Section 5.3 — Amendments and Waivers. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Agreement or consent to any departure therefrom shall be effective unless such waiver or consent is in writing and signed by the Party against whom enforcement of such waiver or consent is sought. No waiver of any provision of this Agreement shall operate as a waiver of, or estoppel with respect to, any other or subsequent failure to comply with such provision. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce it at a later time.

Section 5.4 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic transmission (including any electronic signature complying with the New York Electronic Signatures and Records Act or the U.S. federal ESIGN Act of 2000, e.g., www.brightwatersoftware.com) shall be as effective as delivery of a manually executed counterpart of this Agreement. At the request of either Party, the other Party shall re-execute original forms of this Agreement and deliver them to the requesting Party.

Section 5.5 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be given in the manner and to the addresses set forth in the Purchase Agreement (or to such other address or addresses as a Party may designate by notice given in accordance with the Purchase Agreement). Any notice or communication given in compliance with the notice provisions of the Purchase Agreement shall be deemed to have been duly given for all purposes of this Agreement.

Section 5.6 — Entire Agreement. This Agreement, together with the Purchase Agreement (including all exhibits, schedules, annexes, disclosure schedules, and ancillary agreements executed and delivered in connection therewith), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings (whether oral or written) with respect to such subject matter. No Party has relied upon any representation or warranty of the other Party except as expressly set forth in this Agreement or the Purchase Agreement.

Section 5.7 — Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any Party or circumstance, shall be held to be invalid, illegal, or unenforceable to any extent by a court of competent jurisdiction, then (a) the remainder of this Agreement, and the application of such term, provision, covenant, or condition to Parties or circumstances other than those as to which it is held invalid, illegal, or unenforceable, shall not be affected thereby and shall be enforced to the greatest extent permitted by law, and (b) the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of such invalid, illegal, or unenforceable provision.

Section 5.8 — Headings. The headings and captions contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. References to Articles, Sections, and Schedules are to Articles, Sections, and Schedules of and to this Agreement unless otherwise specified. The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

[Signature Page Follows]

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (ASSUMED CONTRACTS)

IN WITNESS WHEREOF, the Parties have caused this Assignment and Assumption Agreement (Assumed Contracts) to be executed and delivered as of the date first written above by their respective duly authorized officers or representatives.

ASSIGNOR:

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC, a New York limited liability company

By: ________

Name: Dr. Raymond Alcott

Title: Co-Managing Member

Date: ________

ASSIGNEE:

CRESTLINE PACKAGING SOLUTIONS LLC, a Delaware limited liability company

By: ________

Name: Marcus Waverly

Title: Chief Executive Officer

Date: ________

SCHEDULE A

ASSUMED CONTRACTS

The following is a list of the Assumed Contracts assigned by Lakewood Regional Health Partners, LLC (the "Assignor") to Crestline Packaging Solutions LLC (the "Assignee") and assumed by Assignee pursuant to this Assignment and Assumption Agreement (Assumed Contracts), dated as of the Closing Date. This Schedule A is organized by category for ease of reference and corresponds to the contracts, agreements, and instruments identified as "Assumed Contracts" in the Disclosure Schedules to that certain Asset Purchase Agreement, dated as of June 16, 2025, by and among Assignor, Dr. Raymond Alcott, Dr. Nadia Petrosian, and Assignee (the "Purchase Agreement"). All capitalized terms used but not defined in this Schedule A shall have the meanings given to them in the Purchase Agreement or the Agreement to which this Schedule A is attached.

I. Managed Care Agreements

Note: The complete list of all managed care and commercial payor agreements designated as Assumed Contracts is set forth on the applicable Disclosure Schedules to the Purchase Agreement, which are incorporated herein by this reference. The Parties acknowledge that Schedule 2.1(a)(iv) of the Disclosure Schedules contains the definitive and comprehensive list of all such agreements.

II. Technology and Software Agreements

III. Laboratory and Diagnostic Services Agreements

IV. Equipment Leases (Assumed)

Note: The aggregate outstanding lease balance under the above Marlowe Asset Management Medical Equipment Finance, LLC lease schedules is approximately $2,870,000 as of the date hereof. Lease expirations range from March 2026 through November 2027. All equipment leases listed above are subject to the terms and conditions of the applicable Master Lease Agreement between Assignor and Marlowe Asset Management Medical Equipment Finance, LLC, as amended from time to time.

V. Real Property Leases (Assumed)

The following nine (9) real property leases are included as Assumed Contracts. These leases cover the clinic locations operated by Assignor across New York and Pennsylvania, other than the two owned properties (the Rochester Main facility located at 450 East Ridge Road, Rochester, NY 14621, and the Syracuse owned location), which are being conveyed pursuant to separate conveyance instruments under the Purchase Agreement.

Note: The complete list of all real property leases designated as Assumed Contracts, including the identity of each landlord, the specific street address of each leased premises, the applicable lease term, renewal options, and annual base rent for each location, is set forth on Schedule 2.1(a)(vi) of the Disclosure Schedules to the Purchase Agreement, which is incorporated herein by this reference.

VI. Other Assumed Contracts

In addition to the contracts, agreements, and instruments specifically identified in Sections I through V above, the following categories of agreements are included as Assumed Contracts to the extent identified on the Disclosure Schedules to the Purchase Agreement:

(a) Vendor and Supply Agreements. All vendor agreements, supply agreements, and purchase order commitments identified as Assumed Contracts on the applicable Disclosure Schedules, including agreements for the supply of medical supplies, pharmaceuticals, office supplies, and other goods and materials used in the operation of the Business.

(b) Service Agreements. All service agreements identified as Assumed Contracts on the applicable Disclosure Schedules, including agreements for janitorial services, waste management and disposal (including medical waste), facilities maintenance, security, transcription services, billing and collections support, and other operational services.

(c) Consulting Agreements. All consulting agreements identified as Assumed Contracts on the applicable Disclosure Schedules, including agreements with independent medical consultants, management consultants, and other professional advisors engaged in connection with the ongoing operations of the Business.

(d) Government Program Participation Agreements. All government program participation agreements, provider enrollment agreements, and related instruments identified as Assumed Contracts on the applicable Disclosure Schedules, to the extent such agreements are assignable under applicable law and the terms thereof, including participation agreements with the Centers for Medicare & Medicaid Services (CMS) and applicable state Medicaid programs.

(e) Miscellaneous Agreements. All other contracts, agreements, purchase orders, licenses, permits, commitments, undertakings, and instruments of any kind or nature designated as "Assumed Contracts" on the Disclosure Schedules to the Purchase Agreement, whether or not specifically enumerated in this Schedule A.

This Schedule A is intended to be consistent with, and is qualified in its entirety by reference to, the Disclosure Schedules to the Purchase Agreement. In the event of any conflict or inconsistency between the descriptions of the Assumed Contracts set forth in this Schedule A and the descriptions set forth in the Disclosure Schedules to the Purchase Agreement, the Disclosure Schedules to the Purchase Agreement shall control. The inclusion of any contract, agreement, or instrument on this Schedule A shall not be deemed to be a representation or warranty that such contract, agreement, or instrument is in full force and effect or that no default exists thereunder, except to the extent expressly represented and warranted in the Purchase Agreement.

No.	Counterparty	Description	Key Terms
1.	Meridian Shield Health Plans, Inc.	Participating Provider Agreement, as amended from time to time	Largest managed care payor; approximately $17,248,000 in annual revenue; approximately 22% of Lakewood TTM net revenue; agreement renews annually on January 1
2.–n.	All other managed care and commercial payor contracts as identified in the Disclosure Schedules to the Purchase Agreement	Various participating provider agreements, preferred provider agreements, and network participation agreements	As set forth on the applicable Disclosure Schedules to the Purchase Agreement
No.	Counterparty	Description	Key Terms
1.	Clearpath Health Systems, Inc.	Enterprise EHR License Agreement No. CP-ENT-2022-0487	Annual license fee: $840,000; term expiration: December 31, 2027; includes implementation, hosting, and maintenance services; subject to assignment clause in Section 14.3 of the applicable agreement
No.	Counterparty	Description	Key Terms
1.	Redstone Diagnostics, Inc.	Reference Laboratory Services Agreement	Annual spend: approximately $1,600,000; covers send-out reference laboratory testing, specialty diagnostics, and related courier services across all Lakewood clinic locations
No.	Lessor	Lease Schedule No.	Equipment / Location	Key Terms
1.	Marlowe Asset Management Medical Equipment Finance, LLC	VML-2023-1140	MRI System — Rochester Main facility	See applicable lease schedule for payment terms and expiration
2.	Marlowe Asset Management Medical Equipment Finance, LLC	VML-2023-1141	CT System — Syracuse facility	See applicable lease schedule for payment terms and expiration
3.	Marlowe Asset Management Medical Equipment Finance, LLC	VML-2024-0219	Ultrasound System — Albany facility	See applicable lease schedule for payment terms and expiration
No.	Landlord / Lessor	Property Address / Location	Approximate Annual Base Rent
1.–9.	As identified on the Disclosure Schedules to the Purchase Agreement	Various clinic locations across New York and Pennsylvania	Aggregate annual base rent: approximately $2,740,000

ASSIGNMENT AND ASSUMPTION AGREEMENT
(ASSUMED CONTRACTS)
Dated as of ____, 2025
This Assignment and Assumption Agreement (Assumed Contracts) (this "Agreement") is entered into as of the date first written above (the "Closing Date"), by and between:
Lakewood Regional Health Partners, LLC, a New York limited liability company (the "Assignor" or "LRHP"), with its principal office located at 450 East Ridge Road, Rochester, New York 14621;
and
Crestline Packaging Solutions LLC, a Delaware limited liability company (the "Assignee" or "CPS"), with its principal office located at 8400 Scioto Darby Road, Suite 300, Columbus, Ohio 43228.
Each of Assignor and Assignee is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Assignor, Dr. Raymond Alcott, an individual, Dr. Nadia Petrosian, an individual (Dr. Alcott and Dr. Petrosian, together with Assignor, collectively, the "Sellers"), and Assignee have entered into that certain Asset Purchase Agreement, dated as of June 16, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), pursuant to which, among other things, Assignor has agreed to sell, assign, transfer, convey, and deliver to Assignee, and Assignee has agreed to purchase and acquire from Assignor, certain assets and properties of Assignor, upon the terms and subject to the conditions set forth therein;
WHEREAS, capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement;
WHEREAS, the Purchase Agreement provides, among other things, for the assignment by Assignor to Assignee, and the assumption by Assignee from Assignor, of the Assumed Contracts (as defined in the Purchase Agreement and as set forth in the Disclosure Schedules thereto), effective as of the Closing Date;
WHEREAS, this Agreement is being executed and delivered by the Parties pursuant to, and in satisfaction of the obligations set forth in, the Purchase Agreement in connection with the consummation of the transactions contemplated thereby at the Closing (as defined in the Purchase Agreement); and
WHEREAS, the Parties desire to evidence such assignment and assumption in this Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
(a) "Assumed Contracts" shall have the meaning set forth in the Purchase Agreement, and shall include all contracts, agreements, and instruments listed on Schedule A attached hereto and incorporated herein by reference, including without limitation all managed care agreements, vendor agreements, equipment leases, license agreements, service agreements, real property leases, consulting agreements, and all other agreements designated as "Assumed Contracts" in the Purchase Agreement and the Disclosure Schedules thereto.
(b) "Assumed Liabilities" shall have the meaning set forth in the Purchase Agreement, and shall be limited to obligations and liabilities arising under or relating to the Assumed Contracts to the extent such obligations and liabilities arise or relate to the period from and after the Closing Date.
(c) "Closing Date" shall mean the date first written above.
(d) "Excluded Liabilities" shall have the meaning set forth in the Purchase Agreement, and shall include all obligations and liabilities arising under or relating to the Assumed Contracts to the extent such obligations and liabilities arise or relate to the period prior to the Closing Date, including, without limitation, any accounts payable, accrued expenses, penalties, fines, or other amounts owed or owing by Assignor in connection with the Assumed Contracts for periods prior to the Closing Date.
(e) "Purchase Agreement" shall have the meaning set forth in the Recitals.
Section 1.2 — Other Defined Terms. All other capitalized terms used but not defined in this Agreement shall have the respective meanings given to such terms in the Purchase Agreement. The rules of construction and interpretation set forth in the Purchase Agreement shall apply to this Agreement, mutatis mutandis.
ARTICLE II — ASSIGNMENT
Section 2.1 — Assignment. Effective as of the Closing Date, Assignor hereby unconditionally and irrevocably assigns, transfers, conveys, and delivers to Assignee, and its successors and permitted assigns, all of Assignor's right, title, and interest in, to, and under each of the Assumed Contracts, together with all benefits, privileges, and rights arising thereunder or accruing with respect thereto from and after the Closing Date, free and clear of all Encumbrances (other than Permitted Encumbrances, as defined in the Purchase Agreement). This assignment is made in accordance with, and subject to, the terms and conditions of the Purchase Agreement, and is intended to constitute the operative instrument of assignment with respect to the Assumed Contracts as contemplated by the Purchase Agreement.
Section 2.2 — Assignor's Representations. Assignor hereby represents and warrants to Assignee as follows:
(a) Power and Authority. Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. Assignor has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
(b) Due Authorization. The execution, delivery, and performance of this Agreement by Assignor has been duly authorized by all necessary limited liability company action on the part of Assignor, including the approval of its managing members, and no other limited liability company proceedings or actions on the part of Assignor or its members are necessary to authorize the execution, delivery, or performance of this Agreement.
(c) Right to Assign. Subject to the receipt of any required third-party consents specifically identified in the Purchase Agreement or the Disclosure Schedules thereto, Assignor has the right, power, and authority to assign its interest in each of the Assumed Contracts to Assignee, and such assignment does not violate, conflict with, or result in a breach or default under any agreement, instrument, order, judgment, decree, or applicable law to which Assignor is a party or by which Assignor or any of its properties or assets may be bound.
(d) Enforceability. This Agreement has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).
Section 2.3 — Further Assurances — Assignor. From time to time after the Closing Date, at the reasonable request of Assignee and without the payment or provision of any further consideration by Assignee, Assignor shall (i) promptly execute and deliver such additional instruments of transfer, assignment, conveyance, and confirmation, and (ii) take such further actions, in each case as may be reasonably necessary or desirable to more effectively evidence, perfect, or otherwise effectuate the assignment, transfer, and conveyance of the Assumed Contracts to Assignee as contemplated by this Agreement and the Purchase Agreement. Without limiting the generality of the foregoing, Assignor shall cooperate with Assignee in providing notices of assignment to counterparties to the Assumed Contracts, delivering estoppel certificates as may be reasonably requested, and taking such other ministerial actions as may be necessary to ensure that Assignee receives the full benefit of each Assumed Contract from and after the Closing Date.
ARTICLE III — ASSUMPTION
Section 3.1 — Assumption. Effective as of the Closing Date, Assignee hereby accepts the foregoing assignment of the Assumed Contracts and assumes and agrees to observe, perform, satisfy, pay, and discharge, in accordance with their respective terms and subject to the conditions thereof, all Assumed Liabilities arising under or relating to the Assumed Contracts, but only to the extent such Assumed Liabilities arise or relate to the period from and after the Closing Date. Without limiting the generality of the foregoing, Assignee shall be responsible for all performance obligations, payment obligations, indemnification obligations, and other duties and liabilities under the Assumed Contracts that arise or are required to be performed or discharged on or after the Closing Date, in each case in accordance with the terms and conditions of the applicable Assumed Contract.
Section 3.2 — Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Assignee does not hereby assume and shall not be deemed to have assumed, and shall not be responsible for, any Excluded Liabilities. Assignor shall retain, and shall be solely responsible for the payment, performance, satisfaction, and discharge of, all Excluded Liabilities. For the avoidance of doubt, Excluded Liabilities include, without limitation, all obligations and liabilities arising under or relating to the Assumed Contracts to the extent such obligations and liabilities arise or relate to the period prior to the Closing Date, including any amounts owed or payable by Assignor for goods or services received, penalties or fines incurred, or causes of action accruing, in each case prior to the Closing Date, regardless of when any invoice, demand, or claim with respect thereto is presented. The allocation of liabilities between Assumed Liabilities and Excluded Liabilities shall be determined in accordance with the terms of the Purchase Agreement.
Section 3.3 — Assignee's Representations. Assignee hereby represents and warrants to Assignor as follows:
(a) Power and Authority. Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignee has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
(b) Due Authorization. The execution, delivery, and performance of this Agreement by Assignee has been duly authorized by all necessary limited liability company action on the part of Assignee, including the approval of its board of managers and any other governing body whose approval is required, and no other limited liability company proceedings or actions on the part of Assignee or its members are necessary to authorize the execution, delivery, or performance of this Agreement.
(c) Enforceability. This Agreement has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).
ARTICLE IV — RELATIONSHIP TO PURCHASE AGREEMENT
Section 4.1 — Purchase Agreement Controls. This Agreement is executed and delivered pursuant to, and is expressly made subject to and governed by, the terms and conditions of the Purchase Agreement. The Parties acknowledge and agree that the representations, warranties, covenants, agreements, indemnities, and other obligations set forth in the Purchase Agreement are not superseded, limited, or modified in any respect by this Agreement. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall in all respects control and govern, and the conflicting or inconsistent terms and provisions of this Agreement shall be deemed modified to the extent necessary to eliminate such conflict or inconsistency.
Section 4.2 — No Third-Party Beneficiaries. Nothing in this Agreement, whether express or implied, is intended to or shall confer upon any Person (other than the Parties and their respective successors and permitted assigns) any right, benefit, remedy, or claim of any kind or nature whatsoever under or by reason of this Agreement. No counterparty to any Assumed Contract shall be deemed a third-party beneficiary of this Agreement, and no such counterparty shall have any right to enforce any provision of this Agreement. The Parties acknowledge that the rights and obligations created by this Agreement are solely for the benefit of the Parties hereto and are not intended to create any rights in, or obligations to, any other Person.
Section 4.3 — No Expansion of Obligations. Nothing in this Agreement shall be construed to constitute an assumption of, or agreement to perform, observe, satisfy, pay, or discharge, any obligation or liability that is not otherwise required to be assumed by Assignee under the express terms of the Purchase Agreement. Without limiting the foregoing, this Agreement shall not enlarge, restrict, or otherwise modify the rights, obligations, representations, warranties, covenants, or indemnification obligations of any of the Parties under the Purchase Agreement. In the event that any provision of this Agreement could be interpreted as broadening or narrowing the scope of the Assumed Liabilities or the Excluded Liabilities as defined in the Purchase Agreement, the definitions and allocations set forth in the Purchase Agreement shall prevail.
Section 4.4 — Consents. The Parties acknowledge that the assignment of certain of the Assumed Contracts may require the consent, approval, novation, or waiver of one or more third parties (each, a "Required Consent"). To the extent that any such Required Consent has not been obtained as of the Closing Date, this Agreement shall not constitute an assignment or attempted assignment of any such Assumed Contract if and to the extent that such assignment, without the Required Consent, would constitute a breach or violation of, or default under, such Assumed Contract or would otherwise be ineffective or void under applicable law. With respect to any Assumed Contract for which a Required Consent has not been obtained as of the Closing Date:
(a) Assignor shall use commercially reasonable efforts to obtain such Required Consent as promptly as practicable after the Closing Date, and Assignee shall cooperate with Assignor in connection with the foregoing, including by providing such information, assurances, and financial or operational data as may be reasonably requested by the applicable third party or by Assignor in connection with obtaining such Required Consent;
(b) Pending receipt of any such Required Consent, the Parties shall cooperate in any reasonable arrangement designed to provide Assignee with the economic and operational benefits of such Assumed Contract, including through subcontracting, sublicensing, agency, or other commercially reasonable arrangements, all as more fully set forth in the Purchase Agreement;
(c) To the extent that Assignee receives the benefits of any such Assumed Contract through the arrangements described in clause (b) above, Assignee shall perform and discharge the obligations of Assignor under such Assumed Contract (to the extent arising from and after the Closing Date) on Assignor's behalf, and shall indemnify and hold Assignor harmless from and against any Losses arising from Assignee's failure to so perform; and
(d) Upon receipt of any Required Consent following the Closing Date, the assignment of the applicable Assumed Contract to Assignee shall be deemed to have been automatically effectuated as of the date of such receipt, without the need for any further action or documentation by either Party, except to the extent that additional instruments of assignment may be required by the applicable third party, in which case the Parties shall promptly execute and deliver such instruments.
The obligations of the Parties with respect to Required Consents shall be as more fully set forth in the Purchase Agreement, and nothing in this Section 4.4 shall be deemed to modify, limit, or expand such obligations.
ARTICLE V — MISCELLANEOUS
Section 5.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts specified in the Purchase Agreement with respect to any dispute, controversy, or claim arising out of or relating to this Agreement, and the Parties consent to the exercise of personal jurisdiction by such courts. Each Party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
Section 5.2 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign its rights or delegate its obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, which consent may be withheld in such other Party's sole and absolute discretion; provided, however, that either Party may assign its rights and obligations hereunder in connection with any transaction or transfer permitted under the terms of the Purchase Agreement without the consent of the other Party. Any purported assignment or delegation in violation of this Section 5.2 shall be null and void and of no force or effect. No assignment shall relieve the assigning Party of any of its obligations hereunder.
Section 5.3 — Amendments and Waivers. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Agreement or consent to any departure therefrom shall be effective unless such waiver or consent is in writing and signed by the Party against whom enforcement of such waiver or consent is sought. No waiver of any provision of this Agreement shall operate as a waiver of, or estoppel with respect to, any other or subsequent failure to comply with such provision. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce it at a later time.
Section 5.4 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic transmission (including any electronic signature complying with the New York Electronic Signatures and Records Act or the U.S. federal ESIGN Act of 2000, e.g., www.brightwatersoftware.com) shall be as effective as delivery of a manually executed counterpart of this Agreement. At the request of either Party, the other Party shall re-execute original forms of this Agreement and deliver them to the requesting Party.
Section 5.5 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be given in the manner and to the addresses set forth in the Purchase Agreement (or to such other address or addresses as a Party may designate by notice given in accordance with the Purchase Agreement). Any notice or communication given in compliance with the notice provisions of the Purchase Agreement shall be deemed to have been duly given for all purposes of this Agreement.
Section 5.6 — Entire Agreement. This Agreement, together with the Purchase Agreement (including all exhibits, schedules, annexes, disclosure schedules, and ancillary agreements executed and delivered in connection therewith), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings (whether oral or written) with respect to such subject matter. No Party has relied upon any representation or warranty of the other Party except as expressly set forth in this Agreement or the Purchase Agreement.
Section 5.7 — Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any Party or circumstance, shall be held to be invalid, illegal, or unenforceable to any extent by a court of competent jurisdiction, then (a) the remainder of this Agreement, and the application of such term, provision, covenant, or condition to Parties or circumstances other than those as to which it is held invalid, illegal, or unenforceable, shall not be affected thereby and shall be enforced to the greatest extent permitted by law, and (b) the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of such invalid, illegal, or unenforceable provision.
Section 5.8 — Headings. The headings and captions contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. References to Articles, Sections, and Schedules are to Articles, Sections, and Schedules of and to this Agreement unless otherwise specified. The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
[Signature Page Follows]
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (ASSUMED CONTRACTS)
IN WITNESS WHEREOF, the Parties have caused this Assignment and Assumption Agreement (Assumed Contracts) to be executed and delivered as of the date first written above by their respective duly authorized officers or representatives.
ASSIGNOR:
LAKEWOOD REGIONAL HEALTH PARTNERS, LLC, a New York limited liability company
By: ________
Name: Dr. Raymond Alcott
Title: Co-Managing Member
Date: ________
ASSIGNEE:
CRESTLINE PACKAGING SOLUTIONS LLC, a Delaware limited liability company
By: ________
Name: Marcus Waverly
Title: Chief Executive Officer
Date: ________
SCHEDULE A
ASSUMED CONTRACTS
The following is a list of the Assumed Contracts assigned by Lakewood Regional Health Partners, LLC (the "Assignor") to Crestline Packaging Solutions LLC (the "Assignee") and assumed by Assignee pursuant to this Assignment and Assumption Agreement (Assumed Contracts), dated as of the Closing Date. This Schedule A is organized by category for ease of reference and corresponds to the contracts, agreements, and instruments identified as "Assumed Contracts" in the Disclosure Schedules to that certain Asset Purchase Agreement, dated as of June 16, 2025, by and among Assignor, Dr. Raymond Alcott, Dr. Nadia Petrosian, and Assignee (the "Purchase Agreement"). All capitalized terms used but not defined in this Schedule A shall have the meanings given to them in the Purchase Agreement or the Agreement to which this Schedule A is attached.
I. Managed Care Agreements
Note: The complete list of all managed care and commercial payor agreements designated as Assumed Contracts is set forth on the applicable Disclosure Schedules to the Purchase Agreement, which are incorporated herein by this reference. The Parties acknowledge that Schedule 2.1(a)(iv) of the Disclosure Schedules contains the definitive and comprehensive list of all such agreements.
II. Technology and Software Agreements
III. Laboratory and Diagnostic Services Agreements
IV. Equipment Leases (Assumed)
Note: The aggregate outstanding lease balance under the above Marlowe Asset Management Medical Equipment Finance, LLC lease schedules is approximately $2,870,000 as of the date hereof. Lease expirations range from March 2026 through November 2027. All equipment leases listed above are subject to the terms and conditions of the applicable Master Lease Agreement between Assignor and Marlowe Asset Management Medical Equipment Finance, LLC, as amended from time to time.
V. Real Property Leases (Assumed)
The following nine (9) real property leases are included as Assumed Contracts. These leases cover the clinic locations operated by Assignor across New York and Pennsylvania, other than the two owned properties (the Rochester Main facility located at 450 East Ridge Road, Rochester, NY 14621, and the Syracuse owned location), which are being conveyed pursuant to separate conveyance instruments under the Purchase Agreement.
Note: The complete list of all real property leases designated as Assumed Contracts, including the identity of each landlord, the specific street address of each leased premises, the applicable lease term, renewal options, and annual base rent for each location, is set forth on Schedule 2.1(a)(vi) of the Disclosure Schedules to the Purchase Agreement, which is incorporated herein by this reference.
VI. Other Assumed Contracts
In addition to the contracts, agreements, and instruments specifically identified in Sections I through V above, the following categories of agreements are included as Assumed Contracts to the extent identified on the Disclosure Schedules to the Purchase Agreement:
(a) Vendor and Supply Agreements. All vendor agreements, supply agreements, and purchase order commitments identified as Assumed Contracts on the applicable Disclosure Schedules, including agreements for the supply of medical supplies, pharmaceuticals, office supplies, and other goods and materials used in the operation of the Business.
(b) Service Agreements. All service agreements identified as Assumed Contracts on the applicable Disclosure Schedules, including agreements for janitorial services, waste management and disposal (including medical waste), facilities maintenance, security, transcription services, billing and collections support, and other operational services.
(c) Consulting Agreements. All consulting agreements identified as Assumed Contracts on the applicable Disclosure Schedules, including agreements with independent medical consultants, management consultants, and other professional advisors engaged in connection with the ongoing operations of the Business.
(d) Government Program Participation Agreements. All government program participation agreements, provider enrollment agreements, and related instruments identified as Assumed Contracts on the applicable Disclosure Schedules, to the extent such agreements are assignable under applicable law and the terms thereof, including participation agreements with the Centers for Medicare & Medicaid Services (CMS) and applicable state Medicaid programs.
(e) Miscellaneous Agreements. All other contracts, agreements, purchase orders, licenses, permits, commitments, undertakings, and instruments of any kind or nature designated as "Assumed Contracts" on the Disclosure Schedules to the Purchase Agreement, whether or not specifically enumerated in this Schedule A.
This Schedule A is intended to be consistent with, and is qualified in its entirety by reference to, the Disclosure Schedules to the Purchase Agreement. In the event of any conflict or inconsistency between the descriptions of the Assumed Contracts set forth in this Schedule A and the descriptions set forth in the Disclosure Schedules to the Purchase Agreement, the Disclosure Schedules to the Purchase Agreement shall control. The inclusion of any contract, agreement, or instrument on this Schedule A shall not be deemed to be a representation or warranty that such contract, agreement, or instrument is in full force and effect or that no default exists thereunder, except to the extent expressly represented and warranted in the Purchase Agreement.
No. | Counterparty | Description | Key Terms
1. | Meridian Shield Health Plans, Inc. | Participating Provider Agreement, as amended from time to time | Largest managed care payor; approximately $17,248,000 in annual revenue; approximately 22% of Lakewood TTM net revenue; agreement renews annually on January 1
2.–n. | All other managed care and commercial payor contracts as identified in the Disclosure Schedules to the Purchase Agreement | Various participating provider agreements, preferred provider agreements, and network participation agreements | As set forth on the applicable Disclosure Schedules to the Purchase Agreement
No. | Counterparty | Description | Key Terms
1. | Clearpath Health Systems, Inc. | Enterprise EHR License Agreement No. CP-ENT-2022-0487 | Annual license fee: $840,000; term expiration: December 31, 2027; includes implementation, hosting, and maintenance services; subject to assignment clause in Section 14.3 of the applicable agreement
No. | Counterparty | Description | Key Terms
1. | Redstone Diagnostics, Inc. | Reference Laboratory Services Agreement | Annual spend: approximately $1,600,000; covers send-out reference laboratory testing, specialty diagnostics, and related courier services across all Lakewood clinic locations
No. | Lessor | Lease Schedule No. | Equipment / Location | Key Terms
1. | Marlowe Asset Management Medical Equipment Finance, LLC | VML-2023-1140 | MRI System — Rochester Main facility | See applicable lease schedule for payment terms and expiration
2. | Marlowe Asset Management Medical Equipment Finance, LLC | VML-2023-1141 | CT System — Syracuse facility | See applicable lease schedule for payment terms and expiration
3. | Marlowe Asset Management Medical Equipment Finance, LLC | VML-2024-0219 | Ultrasound System — Albany facility | See applicable lease schedule for payment terms and expiration
No. | Landlord / Lessor | Property Address / Location | Approximate Annual Base Rent
1.–9. | As identified on the Disclosure Schedules to the Purchase Agreement | Various clinic locations across New York and Pennsylvania | Aggregate annual base rent: approximately $2,740,000

ASSIGNMENT AND ASSUMPTION AGREEMENT

RECITALS

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (ASSUMED CONTRACTS)

ASSIGNOR:

ASSIGNEE:

SCHEDULE A

ASSUMED CONTRACTS

Record

Parties

Dates

Amounts