BILL OF SALE
Executed by
LAKEWOOD REGIONAL HEALTH PARTNERS, LLC
in favor of
CRESTLINE PACKAGING SOLUTIONS LLC
Dated: August 15, 2025
THIS BILL OF SALE (this "Bill of Sale") is executed and delivered as of August 15, 2025, by Lakewood Regional Health Partners, LLC, a New York limited liability company ("Seller"), having its principal office at 450 East Ridge Road, Rochester, New York 14621, in favor of Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), having its principal office at 8400 Scioto Darby Road, Suite 300, Columbus, Ohio 43228.
RECITALS
WHEREAS, Seller and Buyer are parties to that certain Asset Purchase Agreement, dated as of June 16, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Asset Purchase Agreement"), by and between Seller and Buyer, pursuant to which Seller has agreed to sell, transfer, assign, convey, and deliver to Buyer, and Buyer has agreed to purchase and acquire from Seller, the Purchased Assets (as defined in the Asset Purchase Agreement), subject to the terms and conditions set forth therein;
WHEREAS, this Bill of Sale is being executed and delivered by Seller to Buyer pursuant to, and in connection with the consummation of the transactions contemplated by, the Asset Purchase Agreement; and
WHEREAS, capitalized terms used but not otherwise defined in this Bill of Sale shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in the Asset Purchase Agreement, the payment of the Purchase Price, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees as follows:
Section 1 — Transfer of Purchased Assets
Seller hereby sells, transfers, assigns, conveys, and delivers to Buyer, and Buyer's successors and assigns, all of Seller's right, title, and interest in, to, and under all of the Purchased Assets, as such term is defined in the Asset Purchase Agreement, free and clear of all Encumbrances other than Permitted Encumbrances, effective as of the Closing Date (August 15, 2025).
The Purchased Assets transferred, conveyed, and delivered pursuant to this Bill of Sale include, without limitation, all tangible personal property, equipment, inventory, supplies, furniture, fixtures, and all other assets identified in, described by, or contemplated under the Asset Purchase Agreement and the schedules and exhibits attached thereto, in each case as more particularly described in the Asset Purchase Agreement. Without limiting the generality of the foregoing, the Purchased Assets encompass all items of personal property, whether tangible or intangible, that are required to be conveyed to Buyer under the terms of the Asset Purchase Agreement, including all right, title, and interest of Seller in and to such assets as they exist on the Closing Date.
Notwithstanding anything to the contrary contained herein, this Bill of Sale does not transfer, convey, assign, or deliver, and shall not be construed to transfer, convey, assign, or deliver, any of the Excluded Assets, as such term is defined in the Asset Purchase Agreement. All Excluded Assets are expressly excluded from the scope and operation of this Bill of Sale, and Seller shall retain all right, title, and interest in, to, and under all such Excluded Assets.
Section 2 — Excluded Liabilities
Buyer is not assuming, and shall not be deemed to have assumed or to be otherwise responsible for, any Excluded Liabilities (as defined in the Asset Purchase Agreement) by reason of the execution and delivery of this Bill of Sale, and nothing contained in this Bill of Sale shall be construed to impose upon Buyer any obligation or liability of Seller arising out of, relating to, or in connection with the Excluded Liabilities. The Assumed Liabilities (as defined in the Asset Purchase Agreement), to the extent assumed by Buyer, are being assumed solely pursuant to, and in accordance with, the terms and conditions set forth in the Asset Purchase Agreement and the Assumption Agreement executed and delivered by Buyer concurrently herewith. Except as expressly provided in the Asset Purchase Agreement and the Assumption Agreement, Buyer shall not assume or be liable for any debts, obligations, or liabilities of Seller of any kind or nature whatsoever, whether known or unknown, fixed or contingent, matured or unmatured, accrued or unaccrued, asserted or unasserted, or otherwise.
Section 3 — Asset Purchase Agreement Controls
This Bill of Sale is subject to, and is being delivered pursuant to, the terms and conditions of the Asset Purchase Agreement. This Bill of Sale is intended solely to effect the transfer, conveyance, and delivery of the Purchased Assets as contemplated by the Asset Purchase Agreement and is not intended to, and shall not be construed to, supersede, enlarge, limit, modify, or otherwise alter any of the representations, warranties, covenants, agreements, conditions, or indemnification obligations of the parties set forth in the Asset Purchase Agreement. All such representations, warranties, covenants, agreements, conditions, and indemnification obligations shall survive the execution and delivery of this Bill of Sale in accordance with their respective terms as set forth in the Asset Purchase Agreement.
In the event of any conflict or inconsistency between the terms and provisions of this Bill of Sale and the terms and provisions of the Asset Purchase Agreement, the terms and provisions of the Asset Purchase Agreement shall govern and control in all respects, and the conflicting or inconsistent terms and provisions of this Bill of Sale shall be deemed modified to the extent necessary to eliminate such conflict or inconsistency.
Section 4 — Further Assurances
Seller hereby covenants and agrees that, from and after the Closing Date, at Buyer's reasonable request and at Buyer's sole cost and expense (including reasonable out-of-pocket costs and expenses, including attorneys' fees, incurred by Seller in connection therewith), Seller shall execute and deliver, or cause to be executed and delivered, such further bills of sale, deeds, endorsements, assignments, instruments of transfer, conveyance, and assignment, and shall take, or cause to be taken, such additional actions and steps as may be reasonably necessary or desirable to more effectively transfer, convey, assign, and vest in Buyer, or to confirm Buyer's title to, good and valid title to any and all of the Purchased Assets, or to otherwise carry out the purposes and intent of the Asset Purchase Agreement and this Bill of Sale. The obligations of Seller under this Section 4 shall survive the Closing Date and shall continue in full force and effect in accordance with the terms of the Asset Purchase Agreement.
Section 5 — Successors and Assigns
This Bill of Sale shall be binding upon Seller and its successors, legal representatives, and assigns, and shall inure to the benefit of Buyer and its successors, legal representatives, and assigns. Nothing in this Bill of Sale, express or implied, is intended to or shall confer upon any Person other than Seller and Buyer, and their respective successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Bill of Sale.
Section 6 — Governing Law
This Bill of Sale 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-law rules, provisions, or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the substantive laws of any jurisdiction other than the State of New York.
Section 7 — Counterparts
This Bill of Sale may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Bill of Sale by facsimile or other electronic transmission (including portable document format (.pdf) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000) shall be as effective as delivery of a manually executed counterpart of this Bill of Sale and shall have the same force and effect as delivery of an original executed counterpart.
Section 8 — Amendment
This Bill of Sale may not be amended, modified, restated, or supplemented in any respect except by a written instrument duly executed by each of Seller and Buyer or their respective successors or permitted assigns. No waiver of any provision of this Bill of Sale shall be effective unless set forth in a written instrument signed by the party against whom enforcement of such waiver is sought.
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SIGNATURE PAGE TO BILL OF SALE
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed and delivered as of the date first written above.
SELLER:
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
Date: August 15, 2025
ACKNOWLEDGED AND ACCEPTED BY BUYER:
CRESTLINE PACKAGING SOLUTIONS LLC a Delaware limited liability company
By: ________
Name: Marcus Waverly
Title: Chief Executive Officer
Date: August 15, 2025