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ASSIGNMENT AND ASSUMPTION OF LEASES

Dated as of August 15, 2025

By and Between

Lakewood Regional Health Partners, LLC as Assignor

and

Crestline Packaging Solutions LLC as Assignee

ASSIGNMENT AND ASSUMPTION OF LEASES

This ASSIGNMENT AND ASSUMPTION OF LEASES (this "Assignment") is entered into as of August 15, 2025, by and between Lakewood Regional Health Partners, LLC, a New York limited liability company ("Assignor" or "Seller"), and Crestline Packaging Solutions LLC, a Delaware limited liability company ("Assignee" or "Buyer"). Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

A. Assignor is Lakewood Regional Health Partners, LLC, a limited liability company duly organized and existing under the laws of the State of New York, with its principal office located at 450 East Ridge Road, Rochester, NY 14621.

B. Assignee is Crestline Packaging Solutions LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal office located at 8400 Scioto Darby Road, Suite 300, Columbus, OH 43228.

C. Assignor and Assignee are parties to that certain Asset Purchase Agreement dated as of June 16, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), pursuant to which Assignor has agreed to sell, transfer, convey, and deliver to Assignee, and Assignee has agreed to purchase and acquire from Assignor, substantially all of the assets of Assignor relating to the operation of Assignor's multi-site outpatient healthcare practice (the "Business"), for a purchase price of One Hundred Forty Million Dollars ($140,000,000), subject to the terms and conditions set forth therein.

D. Among the Acquired Assets (as defined in the Purchase Agreement), Assignor holds the tenant's interest under nine (9) leases of real property used in the operation of the Business (each, a "Lease" and collectively, the "Leases"), as more particularly described on Exhibit A attached hereto and incorporated herein by this reference, covering clinic locations in Brighton, New York; Henrietta, New York; Utica, New York; Binghamtonhamton, New York; Ithaca, New York; Albany, New York; Scranton, Pennsylvania; Wilkes-Barre, Pennsylvania; and Towanda, Pennsylvania, with aggregate annual base rent of approximately Two Million Seven Hundred Forty Thousand Dollars ($2,740,000).

E. The Purchase Agreement requires, as a condition to the obligations of the Parties at the Closing (as defined in the Purchase Agreement), that the requisite consents of the landlords under each Lease (each, a "Landlord Consent" and collectively, the "Landlord Consents") be obtained, and that Assignor execute and deliver this Assignment to Assignee at the Closing.

F. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the consummation of the transactions contemplated by the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Section 1 — Assignment

Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Closing Date (August 15, 2025), all of Assignor's right, title, and interest as tenant under each of the Leases identified and described on Exhibit A attached hereto, together with all of the following rights and interests to the extent arising under, held pursuant to, or otherwise appurtenant to the Leases:

(a) all prepaid rents and other prepaid charges to the extent attributable to periods on or after the Closing Date;

(b) all security deposits held by landlords under the Leases, to the extent transferable or credited to Assignee in accordance with Section 4 hereof;

(d) all rights of first refusal, rights of first offer, purchase options, and similar preferential rights granted to the tenant under any Lease;

(e) all rights to use common areas, parking facilities, loading docks, and other shared amenities appurtenant to the leased premises;

(f) all tenant improvement allowances, construction allowances, and other concessions that remain available or unused as of the Closing Date; and

(g) all other rights, privileges, benefits, and appurtenances arising under or by virtue of the Leases.

The foregoing assignment is made without recourse, representation, or warranty except as expressly set forth in Section 6 of this Assignment and as set forth in the Purchase Agreement.

Section 2 — Assumption

2.1 Assignee hereby accepts the foregoing assignment and assumes and agrees to perform, observe, and discharge all of the terms, covenants, conditions, and obligations of the tenant under each of the Leases arising or accruing on or after the Closing Date (August 15, 2025), including without limitation:

(a) the payment of all rent, additional rent, percentage rent (if applicable), and all other charges becoming due and payable on or after the Closing Date;

(b) the maintenance, repair, and restoration obligations of the tenant under each Lease to the extent attributable to periods on or after the Closing Date;

(d) the obligation to maintain insurance coverages required of the tenant under each Lease; and

(e) all other obligations and liabilities of the tenant under each Lease that arise or accrue on or after the Closing Date.

The obligations described in this Section 2.1 are collectively referred to herein as the "Assumed Lease Obligations."

2.2 For the avoidance of doubt, Assignee does not assume, and shall not be responsible for, any obligation or liability of Assignor arising or accruing prior to the Closing Date, including without limitation:

(a) any delinquent rent, additional rent, or other charges that were due and payable prior to the Closing Date and remain unpaid;

(b) any penalties, late fees, or interest accrued prior to the Closing Date on account of any failure by Assignor to timely pay rent or other charges;

(c) any defaults or events of default existing under any Lease as of the Closing Date, whether or not Assignor has received written notice thereof;

(d) any obligation to cure, remediate, or restore any condition of the leased premises arising out of Assignor's use or occupancy prior to the Closing Date, including without limitation any environmental contamination or hazardous materials release caused by or attributable to Assignor; and

(e) any other obligation or liability of the tenant under any Lease to the extent arising out of or relating to acts, omissions, events, or conditions occurring or existing prior to the Closing Date.

The obligations and liabilities described in this Section 2.2 are collectively referred to herein as the "Excluded Lease Obligations," which shall remain the sole obligation and responsibility of Assignor.

Section 3 — Proration of Rent and Charges

3.1 Rent, additional rent, common area maintenance charges, real estate taxes, insurance contributions, utilities (to the extent payable under the Leases), and all other periodic charges payable under each Lease (collectively, "Periodic Charges") shall be prorated between Assignor and Assignee as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date (the "Proration Time"), such that Assignor shall be responsible for all Periodic Charges attributable to the period prior to and including the Proration Time, and Assignee shall be responsible for all Periodic Charges attributable to the period on or after the Closing Date.

3.2 If any Periodic Charges are paid on an estimated or budgeted basis and are subject to reconciliation or true-up at a later date, such reconciliation amounts shall be allocated between Assignor and Assignee pro rata based on the portion of the applicable reconciliation period falling before and after the Closing Date, respectively. The Parties shall cooperate in good faith to effect any such post-Closing reconciliation, and any payments due from one Party to the other as a result thereof shall be made promptly following determination of the final reconciliation amount.

3.3 All prorations contemplated by this Section 3 shall be calculated and settled in accordance with Section 2.07 of the Purchase Agreement. To the extent that any proration cannot be finally determined as of the Closing Date, such proration shall be estimated at Closing based on the best information then available and shall be subject to final adjustment within ninety (90) days after the Closing Date (or such longer period as may be required to obtain final invoices or reconciliation statements from landlords).

Section 4 — Security Deposits

4.1 The security deposits held by each landlord under the respective Leases as of the date hereof are identified on Exhibit A (each, a "Security Deposit"). The aggregate amount of Security Deposits held by landlords under the Leases is approximately Three Hundred Sixty-Five Thousand Dollars ($365,000).

4.2 To the extent any Security Deposit is transferable to Assignee under the terms of the applicable Lease and applicable law, Assignor shall use commercially reasonable efforts to cause the applicable landlord to transfer such Security Deposit (or the proceeds or benefit thereof) to the credit of Assignee. Upon such transfer, Assignee shall be deemed to have received a credit for the amount of the transferred Security Deposit, and the Purchase Price shall not be adjusted on account thereof (the credit having been reflected in the purchase price determination under the Purchase Agreement).

4.3 To the extent a Security Deposit is not transferable to Assignee (whether because the applicable Lease prohibits such transfer, the landlord declines to transfer such deposit, or the Security Deposit is held in the form of a letter of credit or other non-transferable instrument), Assignee shall post a replacement security deposit in the amount and form required by the applicable Lease, and Assignor shall be entitled to a refund of its existing Security Deposit directly from the applicable landlord. Assignor shall use commercially reasonable efforts to obtain such refund promptly following the Closing Date.

4.4 All adjustments with respect to Security Deposits contemplated by this Section 4 shall be reflected in the Closing settlement statement prepared in accordance with the Purchase Agreement.

Section 5 — Landlord Consents

5.1 The assignment of each Lease pursuant to this Assignment is subject to and conditioned upon the receipt of the applicable Landlord Consent as required under the terms of such Lease. The Parties hereby confirm that the Landlord Consents for all nine (9) Leases have been obtained as of the date hereof, and executed copies of each such Landlord Consent are attached hereto as Exhibit B.

5.2 To the extent that any Landlord Consent imposes additional conditions, modifications, or requirements on Assignee beyond the standard consent to assignment (including, without limitation, requirements for increased security deposits, personal or corporate guaranty obligations, modifications to lease terms, additional insurance requirements, or restrictions on use or operations), such conditions are identified and described on Schedule 5.2 attached hereto. Assignee has reviewed and agreed to comply with all such additional conditions as set forth on Schedule 5.2, and has taken all actions required thereby as of or prior to the Closing Date.

5.3 Nothing in this Assignment shall be construed as an attempt to assign any Lease, or any right or interest therein, if such assignment would constitute a breach, default, or violation of, or give rise to a right of termination under, such Lease in the absence of the requisite Landlord Consent. In the event that, notwithstanding the foregoing, any purported assignment hereunder would be ineffective or would adversely affect the rights of Assignee or Assignor under any Lease, the Parties shall cooperate in good faith and use commercially reasonable efforts to obtain the requisite Landlord Consent and to put Assignee in the same economic position as if such assignment had been fully effective, all in accordance with the terms of the Purchase Agreement.

Section 6 — Assignor's Representations and Warranties

Assignor hereby represents and warrants to Assignee, as of the Closing Date, as follows:

(a) Full Force and Effect. Each Lease listed on Exhibit A is in full force and effect and constitutes a valid and binding obligation of Assignor and, to the knowledge of Assignor, of the applicable landlord, enforceable 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. No Lease has been amended, modified, supplemented, or otherwise changed except as expressly set forth on Exhibit A, and no Lease has been terminated or surrendered in whole or in part.

(b) No Default. Assignor has not received written notice of any default or event of default under any Lease that remains uncured as of the Closing Date, and to the knowledge of Assignor, no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default or event of default by Assignor under any Lease. To the knowledge of Assignor, no landlord is in default or breach of any obligation under any Lease.

(c) Authority. Assignor has the full right, power, and authority to assign its interest in the Leases as contemplated by this Assignment, subject to obtaining the Landlord Consents (which have been obtained as set forth in Section 5.1). The execution, delivery, and performance of this Assignment by Assignor have been duly authorized by all necessary action on the part of Assignor, and this Assignment constitutes a legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms.

(d) No Subleases or Occupancy Agreements. There are no subleases, sublicenses, licenses, concessions, or other occupancy agreements or arrangements affecting any of the real property demised under the Leases (collectively, the "Leased Property"), other than as disclosed in Schedule 3.11 of the Purchase Agreement. Assignor has not granted any person or entity any right to occupy, use, or possess any portion of the Leased Property that would survive the Closing Date, except as expressly set forth in the Purchase Agreement.

(e) Rent Current. All rent, additional rent, and other charges payable by Assignor under each Lease have been paid in full through the period ending immediately prior to the Closing Date. No amounts are past due or delinquent as of the Closing Date, and no landlord has asserted any claim for unpaid rent or other charges that remains outstanding.

(f) Complete Copies. The copies of the Leases (including all amendments, addenda, side letters, memoranda, estoppel certificates, subordination, non-disturbance, and attornment agreements, and all other documents comprising or relating to each Lease) that were provided to Assignee during the course of due diligence and included in the virtual data room maintained in connection with the transactions contemplated by the Purchase Agreement are true, correct, and complete in all material respects and constitute the entirety of the agreements between Assignor and each landlord with respect to the applicable Leased Property.

The representations and warranties set forth in this Section 6 shall survive the Closing Date for the period specified in the Purchase Agreement and shall be subject to the limitations and qualifications set forth therein.

Section 7 — Indemnification

7.1 Assignor Indemnification. Assignor shall indemnify, defend, and hold harmless Assignee and its affiliates, and their respective members, managers, officers, directors, employees, agents, successors, and assigns (collectively, the "Assignee Indemnified Parties") from and against any and all losses, damages, liabilities, claims, demands, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and expenses of investigation and litigation) (collectively, "Losses") arising out of, resulting from, or related to:

(i) any Excluded Lease Obligations;

(ii) any breach of any representation or warranty made by Assignor in Section 6 of this Assignment; and

(iii) any obligation or liability under the Leases arising or accruing prior to the Closing Date, whether known or unknown, fixed or contingent, matured or unmatured, including any environmental liabilities attributable to Assignor's use or occupancy of the Leased Property prior to the Closing Date.

7.2 Assignee Indemnification. Assignee shall indemnify, defend, and hold harmless Assignor and its affiliates, and their respective members, managers, officers, directors, employees, agents, successors, and assigns (collectively, the "Assignor Indemnified Parties") from and against any and all Losses arising out of, resulting from, or related to:

(i) the Assumed Lease Obligations; and

(ii) any obligation or liability under the Leases arising or accruing on or after the Closing Date, including any default by Assignee under any Lease and any claims by landlords resulting from Assignee's use, occupancy, or operation of the Leased Property on or after the Closing Date.

7.3 Relation to Purchase Agreement. The indemnification obligations set forth in this Section 7 are subject to, and shall be governed by, the indemnification provisions (including the caps, baskets, deductibles, survival periods, procedures for claims, and other limitations on indemnification) set forth in Article IX of the Purchase Agreement, and all claims for indemnification hereunder shall be asserted, administered, and resolved in accordance therewith. The indemnification obligations under this Assignment are not intended to, and shall not be construed to, expand, duplicate, or otherwise enlarge the indemnification rights or obligations of either Party beyond those set forth in the Purchase Agreement. For the avoidance of doubt, any Losses for which indemnification is sought under this Section 7 shall be counted toward the applicable caps, baskets, and other limitations established in the Purchase Agreement, and all claims hereunder shall be subject to the exclusive remedies provisions of the Purchase Agreement.

Section 8 — Covenants

8.1 Assignor Cooperation. Following the Closing Date, Assignor shall reasonably cooperate with Assignee to effectuate the orderly transfer of each Lease, including by:

(a) executing and delivering estoppel certificates, subordination, non-disturbance, and attornment agreements, or other documents reasonably requested by landlords, lenders, or Assignee in connection with the assignment of the Leases;

(b) providing Assignee with access to Assignor's records and files relating to the Leases to the extent in Assignor's possession or control and reasonably necessary for Assignee's administration of the Leases;

(c) directing any correspondence or communications received by Assignor from landlords after the Closing Date to Assignee promptly upon receipt; and

(d) taking such other actions as may be reasonably necessary or desirable to facilitate Assignee's assumption of the tenant's position under each Lease.

Assignor's obligations under this Section 8.1 shall continue for a period of twelve (12) months following the Closing Date, provided that Assignee shall reimburse Assignor for any reasonable out-of-pocket costs and expenses incurred by Assignor in connection with its cooperation obligations hereunder.

8.2 Assignee Compliance. On and after the Closing Date, Assignee shall:

(a) comply with all terms, covenants, conditions, and obligations of the tenant under each Lease, including the timely payment of all rent, additional rent, and other charges as and when due;

(b) maintain all insurance coverages required of the tenant under each Lease, naming the applicable landlord and any mortgagee as additional insureds to the extent required by the Lease;

(c) not take or permit any action that would result in a default, breach, or violation of any Lease, or that would give any landlord the right to terminate any Lease; and

(d) promptly notify Assignor of any claim, demand, notice of default, or other communication received from any landlord under any Lease that relates to or may affect Assignor's obligations or liabilities under this Assignment or the Purchase Agreement.

Section 9 — Purchase Agreement Controls

In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Assignment and the terms and provisions of the Purchase Agreement, the Purchase Agreement shall govern and control in all respects. This Assignment is delivered pursuant to and in accordance with the Purchase Agreement and is subject in all respects to the terms, conditions, representations, warranties, covenants, and agreements set forth therein. Nothing in this Assignment shall be deemed to amend, modify, supersede, or supplement any provision of the Purchase Agreement, or to create any obligation, liability, representation, or warranty not otherwise set forth in the Purchase Agreement, except as expressly provided herein with respect to the specific mechanics of the assignment and assumption of the Leases.

Section 10 — Binding Effect; Successors and Assigns

This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign this Assignment or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent may be withheld in the sole discretion of the non-assigning Party; provided, however, that Assignee may, without the prior written consent of Assignor, assign its rights (but not its obligations) under this Assignment to any wholly owned direct or indirect subsidiary of CPS Holdings, Inc., a Delaware corporation, so long as (i) Assignee provides Assignor with written notice of such assignment promptly following its effectiveness, and (ii) Assignee remains primarily liable for all Assumed Lease Obligations notwithstanding any such assignment. Any purported assignment in violation of this Section 10 shall be null, void, and of no force or effect.

Section 11 — Notices

All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment (each, a "Notice") shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 11.02 of the Purchase Agreement. For purposes of this Assignment, the principal notice addresses of the Parties are as follows:

If to Assignor:

Lakewood Regional Health Partners, LLC 450 East Ridge Road Rochester, NY 14621

Attention: Dr. Raymond Alcott, Co-Managing Member

Telephone: (585) 271-4400

Email: ralcott@lakewoodrhp.com

with a copy (which shall not constitute notice) to:

Whitfield, Ames & Greer LLP 780 Third Avenue, 22nd Floor New York, NY 10017

Attention: Catherine Greer, Esq.

Telephone: (212) 554-7800

Email: cgreer@whitfieldames.com

If to Assignee:

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

Attention: Patricia Hsu, General Counsel

Telephone: (614) 882-3100

Email: phsu@crestlinepackaging.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 425 Lexington Avenue, 31st Floor New York, NY 10017

Attention: James Prentice, Esq.

Telephone: (212) 450-4600

Email: jprentice@calderwoodharkness.com

Either Party may change its notice address by providing written notice thereof to the other Party in accordance with this Section 11.

Section 12 — Governing Law

This Assignment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (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 foregoing governing law provision is consistent with, and is intended to operate in conjunction with, the governing law provision set forth in Section 11.06 of the Purchase Agreement. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York sitting in Monroe County, New York, and the United States District Court for the Western District of New York, for purposes of any action, suit, or proceeding arising out of or relating to this Assignment, consistent with the dispute resolution provisions of the Purchase Agreement.

Section 13 — Counterparts; Electronic Signatures

This Assignment may be executed in one 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 a signature page to this Assignment by facsimile transmission or by electronic transmission in portable document format (.pdf) or other electronic format shall be as effective as delivery of a manually executed counterpart hereof. Each Party agrees that the electronic signatures appearing on this Assignment are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

Section 14 — Entire Agreement; Amendment

This Assignment, together with the Purchase Agreement, the Landlord Consents, and all other documents, instruments, certificates, schedules, and exhibits delivered in connection with the Closing (collectively, the "Transaction Documents"), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether oral or written) relating to such subject matter. No amendment, modification, supplement, or waiver of any provision of this Assignment shall be effective unless the same is set forth in a written instrument duly executed by both Assignor and Assignee. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant or affect in any way any rights arising by virtue of any prior or subsequent occurrence of such kind.

Section 15 — Severability

If any provision of this Assignment is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Assignment or the validity, legality, or enforceability of such provision in any other jurisdiction. Upon a determination that any provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Assignment so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 16 — Further Assurances

Each Party shall, from time to time after the date hereof, at the reasonable request of the other Party and without further consideration, execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions, as may be reasonably necessary or desirable to carry out the purposes and intent of this Assignment and to vest in Assignee full right, title, and interest in and to the Leases as contemplated hereby. Without limiting the generality of the foregoing, each Party shall cooperate with the other in filing any required notifications with landlords, governmental authorities, or other third parties in connection with the assignment and assumption of the Leases.

[Remainder of page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption of Leases as of the date first written above.

ASSIGNOR:

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

By: ________

Name: Dr. Raymond Alcott

Title: Co-Managing Member

By: ________

Name: Dr. Nadia Petrosian

Title: Co-Managing Member

ASSIGNEE:

CRESTLINE PACKAGING SOLUTIONS LLC, a Delaware limited liability company

By: ________

Name: Marcus Waverly

Title: Chief Executive Officer

EXHIBIT A

Schedule of Leases

The following is a schedule of each of the nine (9) Leases assigned by Assignor to Assignee pursuant to this Assignment and Assumption of Leases. Capitalized terms used in this Exhibit A and not otherwise defined herein have the meanings set forth in the Assignment to which this Exhibit A is attached.

Aggregate Annual Base Rent: $2,740,000

Aggregate Security Deposits: $365,000

Note: The foregoing schedule reflects all Leases and amendments thereto as of the Closing Date. Annual Base Rent figures reflect current annual base rent payable as of the Closing Date and do not reflect scheduled escalations, percentage rent, or additional rent charges. All lease-specific details have been verified against due diligence records and the disclosure schedules to the Purchase Agreement.

EXHIBIT B

Landlord Consents

Attached hereto are the executed Landlord Consents for each of the nine (9) Leases assigned pursuant to the Assignment and Assumption of Leases to which this Exhibit B is attached. Each Landlord Consent contains, at a minimum, the following:

(a) The landlord's written acknowledgment of, and consent to, the assignment of the applicable Lease from Assignor to Assignee, effective as of the Closing Date (August 15, 2025).

(b) Confirmation that the applicable Lease is in full force and effect as of the date of the Landlord Consent, together with identification of all amendments, modifications, and supplements thereto.

(c) Confirmation that, as of the date of the Landlord Consent, no default or event of default by the tenant exists under the applicable Lease (or, if applicable, specification of any conditions imposed by the landlord).

(d) The landlord's agreement to recognize Assignee as the successor tenant under the applicable Lease, with all rights, privileges, and obligations of the tenant thereunder.

(e) A release of Assignor from all obligations arising under the applicable Lease on or after the Closing Date (or, where the landlord has declined to provide such release, a notation to that effect, which is addressed on Schedule 5.2 to the Assignment).

(f) Identification of any additional conditions imposed by the landlord as a condition to its consent (including, without limitation, requirements for increased security deposits, corporate or personal guaranties, lease amendments, or modifications to permitted use), which additional conditions are summarized on Schedule 5.2 to the Assignment.

The following Landlord Consents are attached to this Exhibit B:

Landlord Consent No. 1 — Brighton Medical Properties LLC (Brighton, NY)

Landlord Consent No. 2 — Pinnacle Retail Partners LP (Henrietta, NY)

Landlord Consent No. 3 — Mohawk Valley Realty Corp. (Utica, NY)

Landlord Consent No. 4 — Southern Tier Holdings Inc. (Binghamtonhamton, NY)

Landlord Consent No. 5 — Cayuga Commons LLC (Ithaca, NY)

Landlord Consent No. 6 — Empire State Professional Plaza LLC (Albany, NY)

Landlord Consent No. 7 — Lackawanna Office Partners LP (Scranton, PA)

Landlord Consent No. 8 — Wyoming Valley Real Estate Trust (Wilkes-Barre, PA)

Landlord Consent No. 9 — Bradford County Medical Realty LLC (Towanda, PA)

[Executed Landlord Consents follow on the pages immediately after this cover sheet.]

SCHEDULE 5.2

Additional Landlord Conditions

The following schedule identifies each Landlord Consent that imposes additional conditions on Assignee beyond the standard consent to assignment, as referenced in Section 5.2 of the Assignment and Assumption of Leases to which this Schedule 5.2 is attached.

All other Landlord Consents (Nos. 1 through 5 and No. 7) were delivered on standard terms without additional conditions. In each such case, the applicable landlord consented to the assignment, confirmed the Lease is in full force and effect without default, agreed to recognize Assignee as successor tenant, and released Assignor from obligations arising on or after the Closing Date.

[End of Schedule 5.2]

No.	Clinic Location	Street Address	Landlord Name	Lease Date (& Amendments)	Expiration Date	Annual Base Rent	Security Deposit	Renewal Options
1	Brighton, NY	2150 South Clinton Avenue, Suite 200, Brighton, NY 14618	Brighton Medical Properties LLC	January 15, 2016; First Amendment dated March 1, 2019	January 14, 2027	$420,000	$52,500	Two (2) five-year renewal options
2	Henrietta, NY	975 Jefferson Road, Henrietta, NY 14623	Pinnacle Retail Partners LP	June 1, 2017	May 31, 2028	$345,000	$43,125	One (1) five-year renewal option
3	Utica, NY	4800 Commercial Drive, Suite 110, Utica, NY 13502	Mohawk Valley Realty Corp.	September 1, 2018; First Amendment dated February 15, 2021	August 31, 2029	$265,000	$33,125	Two (2) three-year renewal options
4	Binghamtonhamton, NY	33 Front Street, 3rd Floor, Binghamtonhamton, NY 13905	Southern Tier Holdings Inc.	April 1, 2019	March 31, 2030	$280,000	$35,000	One (1) five-year renewal option
5	Ithaca, NY	710 West Ashbury Asset Advisors, Ithaca, NY 14850	Cayuga Commons LLC	November 1, 2019	October 31, 2030	$310,000	$38,750	Two (2) five-year renewal options
6	Albany, NY	1440 Western Avenue, Suite 205, Albany, NY 12203	Empire State Professional Plaza LLC	March 15, 2020; First Amendment dated July 1, 2022	March 14, 2031	$375,000	$46,875	One (1) five-year renewal option
7	Scranton, PA	520 Spruce Street, Suite 400, Scranton, PA 18503	Lackawanna Office Partners LP	August 1, 2020	July 31, 2031	$295,000	$36,875	Two (2) five-year renewal options
8	Wilkes-Barre, PA	88 East Market Street, Wilkes-Barre, PA 18701	Wyoming Valley Real Estate Trust	February 1, 2021; First Amendment dated October 15, 2023	January 31, 2032	$250,000	$41,250	One (1) five-year renewal option
9	Towanda, PA	1265 Golden Mile Road, Towanda, PA 18848	Bradford County Medical Realty LLC	October 1, 2021	September 30, 2032	$200,000	$37,500	One (1) three-year renewal option
Lease (Location)	Landlord	Condition Imposed	Assignee's Agreed Response
Lease No. 6 — Albany, NY	Empire State Professional Plaza LLC	Landlord requires a corporate guaranty from CPS Holdings, Inc. guaranteeing Assignee's obligations under the Lease for the remainder of the initial Lease term.	CPS Holdings, Inc. has executed and delivered a Guaranty of Lease, dated as of August 15, 2025, in form and substance acceptable to Landlord.
Lease No. 8 — Wilkes-Barre, PA	Wyoming Valley Real Estate Trust	Landlord requires an increase in the security deposit from $41,250 to $62,500, representing three (3) months of current base rent.	Assignee has posted an additional security deposit of $21,250 with Landlord as of the Closing Date. Total security deposit under Lease No. 8 is now $62,500.
Lease No. 9 — Towanda, PA	Bradford County Medical Realty LLC	Landlord requires execution of a Lease Amendment confirming (i) permitted use includes light industrial and packaging operations in addition to healthcare, and (ii) Assignee's obligation to restore the premises to office condition at lease expiration.	Assignee and Landlord have executed a Second Amendment to Lease, dated as of August 15, 2025, incorporating the foregoing conditions. A copy of the Second Amendment is attached to Landlord Consent No. 9.

ASSIGNMENT AND ASSUMPTION OF LEASES
Dated as of August 15, 2025
By and Between
Lakewood Regional Health Partners, LLC as Assignor
and
Crestline Packaging Solutions LLC as Assignee
ASSIGNMENT AND ASSUMPTION OF LEASES
This ASSIGNMENT AND ASSUMPTION OF LEASES (this "Assignment") is entered into as of August 15, 2025, by and between Lakewood Regional Health Partners, LLC, a New York limited liability company ("Assignor" or "Seller"), and Crestline Packaging Solutions LLC, a Delaware limited liability company ("Assignee" or "Buyer"). Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. Assignor is Lakewood Regional Health Partners, LLC, a limited liability company duly organized and existing under the laws of the State of New York, with its principal office located at 450 East Ridge Road, Rochester, NY 14621.
B. Assignee is Crestline Packaging Solutions LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal office located at 8400 Scioto Darby Road, Suite 300, Columbus, OH 43228.
C. Assignor and Assignee are parties to that certain Asset Purchase Agreement dated as of June 16, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), pursuant to which Assignor has agreed to sell, transfer, convey, and deliver to Assignee, and Assignee has agreed to purchase and acquire from Assignor, substantially all of the assets of Assignor relating to the operation of Assignor's multi-site outpatient healthcare practice (the "Business"), for a purchase price of One Hundred Forty Million Dollars ($140,000,000), subject to the terms and conditions set forth therein.
D. Among the Acquired Assets (as defined in the Purchase Agreement), Assignor holds the tenant's interest under nine (9) leases of real property used in the operation of the Business (each, a "Lease" and collectively, the "Leases"), as more particularly described on Exhibit A attached hereto and incorporated herein by this reference, covering clinic locations in Brighton, New York; Henrietta, New York; Utica, New York; Binghamtonhamton, New York; Ithaca, New York; Albany, New York; Scranton, Pennsylvania; Wilkes-Barre, Pennsylvania; and Towanda, Pennsylvania, with aggregate annual base rent of approximately Two Million Seven Hundred Forty Thousand Dollars ($2,740,000).
E. The Purchase Agreement requires, as a condition to the obligations of the Parties at the Closing (as defined in the Purchase Agreement), that the requisite consents of the landlords under each Lease (each, a "Landlord Consent" and collectively, the "Landlord Consents") be obtained, and that Assignor execute and deliver this Assignment to Assignee at the Closing.
F. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the consummation of the transactions contemplated by the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1 — Assignment
Assignor hereby irrevocably assigns, transfers, conveys, sets over, and delivers to Assignee, effective as of the Closing Date (August 15, 2025), all of Assignor's right, title, and interest as tenant under each of the Leases identified and described on Exhibit A attached hereto, together with all of the following rights and interests to the extent arising under, held pursuant to, or otherwise appurtenant to the Leases:
(a) all prepaid rents and other prepaid charges to the extent attributable to periods on or after the Closing Date;
(b) all security deposits held by landlords under the Leases, to the extent transferable or credited to Assignee in accordance with Section 4 hereof;
(c) all options to extend or renew any Lease term, and all options to expand the premises demised under any Lease;
(d) all rights of first refusal, rights of first offer, purchase options, and similar preferential rights granted to the tenant under any Lease;
(e) all rights to use common areas, parking facilities, loading docks, and other shared amenities appurtenant to the leased premises;
(f) all tenant improvement allowances, construction allowances, and other concessions that remain available or unused as of the Closing Date; and
(g) all other rights, privileges, benefits, and appurtenances arising under or by virtue of the Leases.
The foregoing assignment is made without recourse, representation, or warranty except as expressly set forth in Section 6 of this Assignment and as set forth in the Purchase Agreement.
Section 2 — Assumption
2.1 Assignee hereby accepts the foregoing assignment and assumes and agrees to perform, observe, and discharge all of the terms, covenants, conditions, and obligations of the tenant under each of the Leases arising or accruing on or after the Closing Date (August 15, 2025), including without limitation:
(a) the payment of all rent, additional rent, percentage rent (if applicable), and all other charges becoming due and payable on or after the Closing Date;
(b) the maintenance, repair, and restoration obligations of the tenant under each Lease to the extent attributable to periods on or after the Closing Date;
(c) compliance with all use restrictions, operating covenants, and other tenant obligations set forth in each Lease;
(d) the obligation to maintain insurance coverages required of the tenant under each Lease; and
(e) all other obligations and liabilities of the tenant under each Lease that arise or accrue on or after the Closing Date.
The obligations described in this Section 2.1 are collectively referred to herein as the "Assumed Lease Obligations."
2.2 For the avoidance of doubt, Assignee does not assume, and shall not be responsible for, any obligation or liability of Assignor arising or accruing prior to the Closing Date, including without limitation:
(a) any delinquent rent, additional rent, or other charges that were due and payable prior to the Closing Date and remain unpaid;
(b) any penalties, late fees, or interest accrued prior to the Closing Date on account of any failure by Assignor to timely pay rent or other charges;
(c) any defaults or events of default existing under any Lease as of the Closing Date, whether or not Assignor has received written notice thereof;
(d) any obligation to cure, remediate, or restore any condition of the leased premises arising out of Assignor's use or occupancy prior to the Closing Date, including without limitation any environmental contamination or hazardous materials release caused by or attributable to Assignor; and
(e) any other obligation or liability of the tenant under any Lease to the extent arising out of or relating to acts, omissions, events, or conditions occurring or existing prior to the Closing Date.
The obligations and liabilities described in this Section 2.2 are collectively referred to herein as the "Excluded Lease Obligations," which shall remain the sole obligation and responsibility of Assignor.
Section 3 — Proration of Rent and Charges
3.1 Rent, additional rent, common area maintenance charges, real estate taxes, insurance contributions, utilities (to the extent payable under the Leases), and all other periodic charges payable under each Lease (collectively, "Periodic Charges") shall be prorated between Assignor and Assignee as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date (the "Proration Time"), such that Assignor shall be responsible for all Periodic Charges attributable to the period prior to and including the Proration Time, and Assignee shall be responsible for all Periodic Charges attributable to the period on or after the Closing Date.
3.2 If any Periodic Charges are paid on an estimated or budgeted basis and are subject to reconciliation or true-up at a later date, such reconciliation amounts shall be allocated between Assignor and Assignee pro rata based on the portion of the applicable reconciliation period falling before and after the Closing Date, respectively. The Parties shall cooperate in good faith to effect any such post-Closing reconciliation, and any payments due from one Party to the other as a result thereof shall be made promptly following determination of the final reconciliation amount.
3.3 All prorations contemplated by this Section 3 shall be calculated and settled in accordance with Section 2.07 of the Purchase Agreement. To the extent that any proration cannot be finally determined as of the Closing Date, such proration shall be estimated at Closing based on the best information then available and shall be subject to final adjustment within ninety (90) days after the Closing Date (or such longer period as may be required to obtain final invoices or reconciliation statements from landlords).
Section 4 — Security Deposits
4.1 The security deposits held by each landlord under the respective Leases as of the date hereof are identified on Exhibit A (each, a "Security Deposit"). The aggregate amount of Security Deposits held by landlords under the Leases is approximately Three Hundred Sixty-Five Thousand Dollars ($365,000).
4.2 To the extent any Security Deposit is transferable to Assignee under the terms of the applicable Lease and applicable law, Assignor shall use commercially reasonable efforts to cause the applicable landlord to transfer such Security Deposit (or the proceeds or benefit thereof) to the credit of Assignee. Upon such transfer, Assignee shall be deemed to have received a credit for the amount of the transferred Security Deposit, and the Purchase Price shall not be adjusted on account thereof (the credit having been reflected in the purchase price determination under the Purchase Agreement).
4.3 To the extent a Security Deposit is not transferable to Assignee (whether because the applicable Lease prohibits such transfer, the landlord declines to transfer such deposit, or the Security Deposit is held in the form of a letter of credit or other non-transferable instrument), Assignee shall post a replacement security deposit in the amount and form required by the applicable Lease, and Assignor shall be entitled to a refund of its existing Security Deposit directly from the applicable landlord. Assignor shall use commercially reasonable efforts to obtain such refund promptly following the Closing Date.
4.4 All adjustments with respect to Security Deposits contemplated by this Section 4 shall be reflected in the Closing settlement statement prepared in accordance with the Purchase Agreement.
Section 5 — Landlord Consents
5.1 The assignment of each Lease pursuant to this Assignment is subject to and conditioned upon the receipt of the applicable Landlord Consent as required under the terms of such Lease. The Parties hereby confirm that the Landlord Consents for all nine (9) Leases have been obtained as of the date hereof, and executed copies of each such Landlord Consent are attached hereto as Exhibit B.
5.2 To the extent that any Landlord Consent imposes additional conditions, modifications, or requirements on Assignee beyond the standard consent to assignment (including, without limitation, requirements for increased security deposits, personal or corporate guaranty obligations, modifications to lease terms, additional insurance requirements, or restrictions on use or operations), such conditions are identified and described on Schedule 5.2 attached hereto. Assignee has reviewed and agreed to comply with all such additional conditions as set forth on Schedule 5.2, and has taken all actions required thereby as of or prior to the Closing Date.
5.3 Nothing in this Assignment shall be construed as an attempt to assign any Lease, or any right or interest therein, if such assignment would constitute a breach, default, or violation of, or give rise to a right of termination under, such Lease in the absence of the requisite Landlord Consent. In the event that, notwithstanding the foregoing, any purported assignment hereunder would be ineffective or would adversely affect the rights of Assignee or Assignor under any Lease, the Parties shall cooperate in good faith and use commercially reasonable efforts to obtain the requisite Landlord Consent and to put Assignee in the same economic position as if such assignment had been fully effective, all in accordance with the terms of the Purchase Agreement.
Section 6 — Assignor's Representations and Warranties
Assignor hereby represents and warrants to Assignee, as of the Closing Date, as follows:
(a) Full Force and Effect. Each Lease listed on Exhibit A is in full force and effect and constitutes a valid and binding obligation of Assignor and, to the knowledge of Assignor, of the applicable landlord, enforceable 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. No Lease has been amended, modified, supplemented, or otherwise changed except as expressly set forth on Exhibit A, and no Lease has been terminated or surrendered in whole or in part.
(b) No Default. Assignor has not received written notice of any default or event of default under any Lease that remains uncured as of the Closing Date, and to the knowledge of Assignor, no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default or event of default by Assignor under any Lease. To the knowledge of Assignor, no landlord is in default or breach of any obligation under any Lease.
(c) Authority. Assignor has the full right, power, and authority to assign its interest in the Leases as contemplated by this Assignment, subject to obtaining the Landlord Consents (which have been obtained as set forth in Section 5.1). The execution, delivery, and performance of this Assignment by Assignor have been duly authorized by all necessary action on the part of Assignor, and this Assignment constitutes a legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms.
(d) No Subleases or Occupancy Agreements. There are no subleases, sublicenses, licenses, concessions, or other occupancy agreements or arrangements affecting any of the real property demised under the Leases (collectively, the "Leased Property"), other than as disclosed in Schedule 3.11 of the Purchase Agreement. Assignor has not granted any person or entity any right to occupy, use, or possess any portion of the Leased Property that would survive the Closing Date, except as expressly set forth in the Purchase Agreement.
(e) Rent Current. All rent, additional rent, and other charges payable by Assignor under each Lease have been paid in full through the period ending immediately prior to the Closing Date. No amounts are past due or delinquent as of the Closing Date, and no landlord has asserted any claim for unpaid rent or other charges that remains outstanding.
(f) Complete Copies. The copies of the Leases (including all amendments, addenda, side letters, memoranda, estoppel certificates, subordination, non-disturbance, and attornment agreements, and all other documents comprising or relating to each Lease) that were provided to Assignee during the course of due diligence and included in the virtual data room maintained in connection with the transactions contemplated by the Purchase Agreement are true, correct, and complete in all material respects and constitute the entirety of the agreements between Assignor and each landlord with respect to the applicable Leased Property.
The representations and warranties set forth in this Section 6 shall survive the Closing Date for the period specified in the Purchase Agreement and shall be subject to the limitations and qualifications set forth therein.
Section 7 — Indemnification
7.1 Assignor Indemnification. Assignor shall indemnify, defend, and hold harmless Assignee and its affiliates, and their respective members, managers, officers, directors, employees, agents, successors, and assigns (collectively, the "Assignee Indemnified Parties") from and against any and all losses, damages, liabilities, claims, demands, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and expenses of investigation and litigation) (collectively, "Losses") arising out of, resulting from, or related to:
(i) any Excluded Lease Obligations;
(ii) any breach of any representation or warranty made by Assignor in Section 6 of this Assignment; and
(iii) any obligation or liability under the Leases arising or accruing prior to the Closing Date, whether known or unknown, fixed or contingent, matured or unmatured, including any environmental liabilities attributable to Assignor's use or occupancy of the Leased Property prior to the Closing Date.
7.2 Assignee Indemnification. Assignee shall indemnify, defend, and hold harmless Assignor and its affiliates, and their respective members, managers, officers, directors, employees, agents, successors, and assigns (collectively, the "Assignor Indemnified Parties") from and against any and all Losses arising out of, resulting from, or related to:
(i) the Assumed Lease Obligations; and
(ii) any obligation or liability under the Leases arising or accruing on or after the Closing Date, including any default by Assignee under any Lease and any claims by landlords resulting from Assignee's use, occupancy, or operation of the Leased Property on or after the Closing Date.
7.3 Relation to Purchase Agreement. The indemnification obligations set forth in this Section 7 are subject to, and shall be governed by, the indemnification provisions (including the caps, baskets, deductibles, survival periods, procedures for claims, and other limitations on indemnification) set forth in Article IX of the Purchase Agreement, and all claims for indemnification hereunder shall be asserted, administered, and resolved in accordance therewith. The indemnification obligations under this Assignment are not intended to, and shall not be construed to, expand, duplicate, or otherwise enlarge the indemnification rights or obligations of either Party beyond those set forth in the Purchase Agreement. For the avoidance of doubt, any Losses for which indemnification is sought under this Section 7 shall be counted toward the applicable caps, baskets, and other limitations established in the Purchase Agreement, and all claims hereunder shall be subject to the exclusive remedies provisions of the Purchase Agreement.
Section 8 — Covenants
8.1 Assignor Cooperation. Following the Closing Date, Assignor shall reasonably cooperate with Assignee to effectuate the orderly transfer of each Lease, including by:
(a) executing and delivering estoppel certificates, subordination, non-disturbance, and attornment agreements, or other documents reasonably requested by landlords, lenders, or Assignee in connection with the assignment of the Leases;
(b) providing Assignee with access to Assignor's records and files relating to the Leases to the extent in Assignor's possession or control and reasonably necessary for Assignee's administration of the Leases;
(c) directing any correspondence or communications received by Assignor from landlords after the Closing Date to Assignee promptly upon receipt; and
(d) taking such other actions as may be reasonably necessary or desirable to facilitate Assignee's assumption of the tenant's position under each Lease.
Assignor's obligations under this Section 8.1 shall continue for a period of twelve (12) months following the Closing Date, provided that Assignee shall reimburse Assignor for any reasonable out-of-pocket costs and expenses incurred by Assignor in connection with its cooperation obligations hereunder.
8.2 Assignee Compliance. On and after the Closing Date, Assignee shall:
(a) comply with all terms, covenants, conditions, and obligations of the tenant under each Lease, including the timely payment of all rent, additional rent, and other charges as and when due;
(b) maintain all insurance coverages required of the tenant under each Lease, naming the applicable landlord and any mortgagee as additional insureds to the extent required by the Lease;
(c) not take or permit any action that would result in a default, breach, or violation of any Lease, or that would give any landlord the right to terminate any Lease; and
(d) promptly notify Assignor of any claim, demand, notice of default, or other communication received from any landlord under any Lease that relates to or may affect Assignor's obligations or liabilities under this Assignment or the Purchase Agreement.
Section 9 — Purchase Agreement Controls
In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Assignment and the terms and provisions of the Purchase Agreement, the Purchase Agreement shall govern and control in all respects. This Assignment is delivered pursuant to and in accordance with the Purchase Agreement and is subject in all respects to the terms, conditions, representations, warranties, covenants, and agreements set forth therein. Nothing in this Assignment shall be deemed to amend, modify, supersede, or supplement any provision of the Purchase Agreement, or to create any obligation, liability, representation, or warranty not otherwise set forth in the Purchase Agreement, except as expressly provided herein with respect to the specific mechanics of the assignment and assumption of the Leases.
Section 10 — Binding Effect; Successors and Assigns
This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign this Assignment or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent may be withheld in the sole discretion of the non-assigning Party; provided, however, that Assignee may, without the prior written consent of Assignor, assign its rights (but not its obligations) under this Assignment to any wholly owned direct or indirect subsidiary of CPS Holdings, Inc., a Delaware corporation, so long as (i) Assignee provides Assignor with written notice of such assignment promptly following its effectiveness, and (ii) Assignee remains primarily liable for all Assumed Lease Obligations notwithstanding any such assignment. Any purported assignment in violation of this Section 10 shall be null, void, and of no force or effect.
Section 11 — Notices
All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Assignment (each, a "Notice") shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 11.02 of the Purchase Agreement. For purposes of this Assignment, the principal notice addresses of the Parties are as follows:
If to Assignor:
Lakewood Regional Health Partners, LLC 450 East Ridge Road Rochester, NY 14621
Attention: Dr. Raymond Alcott, Co-Managing Member
Telephone: (585) 271-4400
Email: ralcott@lakewoodrhp.com
with a copy (which shall not constitute notice) to:
Whitfield, Ames & Greer LLP 780 Third Avenue, 22nd Floor New York, NY 10017
Attention: Catherine Greer, Esq.
Telephone: (212) 554-7800
Email: cgreer@whitfieldames.com
If to Assignee:
Crestline Packaging Solutions LLC 8400 Scioto Darby Road, Suite 300 Columbus, OH 43228
Attention: Patricia Hsu, General Counsel
Telephone: (614) 882-3100
Email: phsu@crestlinepackaging.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Lexington Avenue, 31st Floor New York, NY 10017
Attention: James Prentice, Esq.
Telephone: (212) 450-4600
Email: jprentice@calderwoodharkness.com
Either Party may change its notice address by providing written notice thereof to the other Party in accordance with this Section 11.
Section 12 — Governing Law
This Assignment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (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 foregoing governing law provision is consistent with, and is intended to operate in conjunction with, the governing law provision set forth in Section 11.06 of the Purchase Agreement. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York sitting in Monroe County, New York, and the United States District Court for the Western District of New York, for purposes of any action, suit, or proceeding arising out of or relating to this Assignment, consistent with the dispute resolution provisions of the Purchase Agreement.
Section 13 — Counterparts; Electronic Signatures
This Assignment may be executed in one 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 a signature page to this Assignment by facsimile transmission or by electronic transmission in portable document format (.pdf) or other electronic format shall be as effective as delivery of a manually executed counterpart hereof. Each Party agrees that the electronic signatures appearing on this Assignment are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
Section 14 — Entire Agreement; Amendment
This Assignment, together with the Purchase Agreement, the Landlord Consents, and all other documents, instruments, certificates, schedules, and exhibits delivered in connection with the Closing (collectively, the "Transaction Documents"), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether oral or written) relating to such subject matter. No amendment, modification, supplement, or waiver of any provision of this Assignment shall be effective unless the same is set forth in a written instrument duly executed by both Assignor and Assignee. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant or affect in any way any rights arising by virtue of any prior or subsequent occurrence of such kind.
Section 15 — Severability
If any provision of this Assignment is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Assignment or the validity, legality, or enforceability of such provision in any other jurisdiction. Upon a determination that any provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Assignment so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 16 — Further Assurances
Each Party shall, from time to time after the date hereof, at the reasonable request of the other Party and without further consideration, execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions, as may be reasonably necessary or desirable to carry out the purposes and intent of this Assignment and to vest in Assignee full right, title, and interest in and to the Leases as contemplated hereby. Without limiting the generality of the foregoing, each Party shall cooperate with the other in filing any required notifications with landlords, governmental authorities, or other third parties in connection with the assignment and assumption of the Leases.
[Remainder of page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the Parties have executed this Assignment and Assumption of Leases as of the date first written above.
ASSIGNOR:
LAKEWOOD REGIONAL HEALTH PARTNERS, LLC, a New York limited liability company
By: ________
Name: Dr. Raymond Alcott
Title: Co-Managing Member
By: ________
Name: Dr. Nadia Petrosian
Title: Co-Managing Member
ASSIGNEE:
CRESTLINE PACKAGING SOLUTIONS LLC, a Delaware limited liability company
By: ________
Name: Marcus Waverly
Title: Chief Executive Officer
EXHIBIT A
Schedule of Leases
The following is a schedule of each of the nine (9) Leases assigned by Assignor to Assignee pursuant to this Assignment and Assumption of Leases. Capitalized terms used in this Exhibit A and not otherwise defined herein have the meanings set forth in the Assignment to which this Exhibit A is attached.
Aggregate Annual Base Rent: $2,740,000
Aggregate Security Deposits: $365,000
Note: The foregoing schedule reflects all Leases and amendments thereto as of the Closing Date. Annual Base Rent figures reflect current annual base rent payable as of the Closing Date and do not reflect scheduled escalations, percentage rent, or additional rent charges. All lease-specific details have been verified against due diligence records and the disclosure schedules to the Purchase Agreement.
EXHIBIT B
Landlord Consents
Attached hereto are the executed Landlord Consents for each of the nine (9) Leases assigned pursuant to the Assignment and Assumption of Leases to which this Exhibit B is attached. Each Landlord Consent contains, at a minimum, the following:
(a) The landlord's written acknowledgment of, and consent to, the assignment of the applicable Lease from Assignor to Assignee, effective as of the Closing Date (August 15, 2025).
(b) Confirmation that the applicable Lease is in full force and effect as of the date of the Landlord Consent, together with identification of all amendments, modifications, and supplements thereto.
(c) Confirmation that, as of the date of the Landlord Consent, no default or event of default by the tenant exists under the applicable Lease (or, if applicable, specification of any conditions imposed by the landlord).
(d) The landlord's agreement to recognize Assignee as the successor tenant under the applicable Lease, with all rights, privileges, and obligations of the tenant thereunder.
(e) A release of Assignor from all obligations arising under the applicable Lease on or after the Closing Date (or, where the landlord has declined to provide such release, a notation to that effect, which is addressed on Schedule 5.2 to the Assignment).
(f) Identification of any additional conditions imposed by the landlord as a condition to its consent (including, without limitation, requirements for increased security deposits, corporate or personal guaranties, lease amendments, or modifications to permitted use), which additional conditions are summarized on Schedule 5.2 to the Assignment.
The following Landlord Consents are attached to this Exhibit B:
Landlord Consent No. 1 — Brighton Medical Properties LLC (Brighton, NY)
Landlord Consent No. 2 — Pinnacle Retail Partners LP (Henrietta, NY)
Landlord Consent No. 3 — Mohawk Valley Realty Corp. (Utica, NY)
Landlord Consent No. 4 — Southern Tier Holdings Inc. (Binghamtonhamton, NY)
Landlord Consent No. 5 — Cayuga Commons LLC (Ithaca, NY)
Landlord Consent No. 6 — Empire State Professional Plaza LLC (Albany, NY)
Landlord Consent No. 7 — Lackawanna Office Partners LP (Scranton, PA)
Landlord Consent No. 8 — Wyoming Valley Real Estate Trust (Wilkes-Barre, PA)
Landlord Consent No. 9 — Bradford County Medical Realty LLC (Towanda, PA)
[Executed Landlord Consents follow on the pages immediately after this cover sheet.]
SCHEDULE 5.2
Additional Landlord Conditions
The following schedule identifies each Landlord Consent that imposes additional conditions on Assignee beyond the standard consent to assignment, as referenced in Section 5.2 of the Assignment and Assumption of Leases to which this Schedule 5.2 is attached.
All other Landlord Consents (Nos. 1 through 5 and No. 7) were delivered on standard terms without additional conditions. In each such case, the applicable landlord consented to the assignment, confirmed the Lease is in full force and effect without default, agreed to recognize Assignee as successor tenant, and released Assignor from obligations arising on or after the Closing Date.
[End of Schedule 5.2]
No. | Clinic Location | Street Address | Landlord Name | Lease Date (& Amendments) | Expiration Date | Annual Base Rent | Security Deposit | Renewal Options
1 | Brighton, NY | 2150 South Clinton Avenue, Suite 200, Brighton, NY 14618 | Brighton Medical Properties LLC | January 15, 2016; First Amendment dated March 1, 2019 | January 14, 2027 | $420,000 | $52,500 | Two (2) five-year renewal options
2 | Henrietta, NY | 975 Jefferson Road, Henrietta, NY 14623 | Pinnacle Retail Partners LP | June 1, 2017 | May 31, 2028 | $345,000 | $43,125 | One (1) five-year renewal option
3 | Utica, NY | 4800 Commercial Drive, Suite 110, Utica, NY 13502 | Mohawk Valley Realty Corp. | September 1, 2018; First Amendment dated February 15, 2021 | August 31, 2029 | $265,000 | $33,125 | Two (2) three-year renewal options
4 | Binghamtonhamton, NY | 33 Front Street, 3rd Floor, Binghamtonhamton, NY 13905 | Southern Tier Holdings Inc. | April 1, 2019 | March 31, 2030 | $280,000 | $35,000 | One (1) five-year renewal option
5 | Ithaca, NY | 710 West Ashbury Asset Advisors, Ithaca, NY 14850 | Cayuga Commons LLC | November 1, 2019 | October 31, 2030 | $310,000 | $38,750 | Two (2) five-year renewal options
6 | Albany, NY | 1440 Western Avenue, Suite 205, Albany, NY 12203 | Empire State Professional Plaza LLC | March 15, 2020; First Amendment dated July 1, 2022 | March 14, 2031 | $375,000 | $46,875 | One (1) five-year renewal option
7 | Scranton, PA | 520 Spruce Street, Suite 400, Scranton, PA 18503 | Lackawanna Office Partners LP | August 1, 2020 | July 31, 2031 | $295,000 | $36,875 | Two (2) five-year renewal options
8 | Wilkes-Barre, PA | 88 East Market Street, Wilkes-Barre, PA 18701 | Wyoming Valley Real Estate Trust | February 1, 2021; First Amendment dated October 15, 2023 | January 31, 2032 | $250,000 | $41,250 | One (1) five-year renewal option
9 | Towanda, PA | 1265 Golden Mile Road, Towanda, PA 18848 | Bradford County Medical Realty LLC | October 1, 2021 | September 30, 2032 | $200,000 | $37,500 | One (1) three-year renewal option
Lease (Location) | Landlord | Condition Imposed | Assignee's Agreed Response
Lease No. 6 — Albany, NY | Empire State Professional Plaza LLC | Landlord requires a corporate guaranty from CPS Holdings, Inc. guaranteeing Assignee's obligations under the Lease for the remainder of the initial Lease term. | CPS Holdings, Inc. has executed and delivered a Guaranty of Lease, dated as of August 15, 2025, in form and substance acceptable to Landlord.
Lease No. 8 — Wilkes-Barre, PA | Wyoming Valley Real Estate Trust | Landlord requires an increase in the security deposit from $41,250 to $62,500, representing three (3) months of current base rent. | Assignee has posted an additional security deposit of $21,250 with Landlord as of the Closing Date. Total security deposit under Lease No. 8 is now $62,500.
Lease No. 9 — Towanda, PA | Bradford County Medical Realty LLC | Landlord requires execution of a Lease Amendment confirming (i) permitted use includes light industrial and packaging operations in addition to healthcare, and (ii) Assignee's obligation to restore the premises to office condition at lease expiration. | Assignee and Landlord have executed a Second Amendment to Lease, dated as of August 15, 2025, incorporating the foregoing conditions. A copy of the Second Amendment is attached to Landlord Consent No. 9.

ASSIGNMENT AND ASSUMPTION OF LEASES

ASSIGNMENT AND ASSUMPTION OF LEASES

RECITALS

ASSIGNOR:

ASSIGNEE:

EXHIBIT A

EXHIBIT B

SCHEDULE 5.2

Record

Parties

Dates

Amounts