1006-00008 · Crestline Packaging Solutions LLC · Transaction Documents/Ancillary Agreements

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INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

Dated as of August 15, 2025

This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this "Agreement") is made and entered into as of August 15, 2025 (the "Effective 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 "Crestline"), with its principal office located at 8400 Scioto Darby Road, Suite 300, Columbus, Ohio 43228.

Assignor and Assignee are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, 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 "APA"), pursuant to which Assignor has agreed to sell, transfer, convey, and assign to Assignee, and Assignee has agreed to purchase and acquire from Assignor, certain assets of Assignor, including the Purchased Assets (as defined in the APA), upon the terms and subject to the conditions set forth therein;

WHEREAS, the Purchased Assets include, among other things, certain intellectual property, trade names, service marks, domain names, telephone numbers, social media accounts, copyrights, proprietary clinical workflows and know-how, and related intangible assets more particularly described herein and on Schedule A attached hereto and incorporated herein by reference (collectively, the "Assigned intellectual Property");

WHEREAS, the execution and delivery of this Agreement by Assignor is a condition precedent to the obligation of Assignee to consummate the Closing (as defined in the APA) under the APA, and this Agreement is being executed and delivered by Assignor concurrently with, and as part of, the Closing;

WHEREAS, Assignor desires to assign, transfer, and convey to Assignee, and Assignee desires to accept and acquire from Assignor, all of Assignor's right, title, and interest in and to the Assigned intellectual Property, together with all goodwill of the business symbolized by and associated therewith, on the terms and subject to the conditions set forth in this Agreement and the APA; and

WHEREAS, the Parties intend this Agreement to serve as an instrument of conveyance and assignment sufficient to vest in Assignee all right, title, and interest in and to the Assigned intellectual Property and to be recorded with the United States Patent and Trademark Office and any other applicable governmental or quasi-governmental authority, as applicable.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements set forth herein, the consummation of the transactions contemplated by the APA, the payment of the Purchase Price (as defined in the APA), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1 — DEFINITIONS

1.1 Incorporation of APA Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the APA. In the event of any conflict between a definition set forth in this Agreement and a definition set forth in the APA with respect to the same term, the definition set forth in the APA shall control, except to the extent that a more specific definition is set forth herein solely for purposes of this Agreement and is expressly stated to apply notwithstanding the APA definition.

1.2 Assigned intellectual Property. "Assigned intellectual Property" means all intellectual property identified on Schedule A hereto and all other intellectual property constituting Purchased Assets under the APA, including, without limitation, the following:

(a) Trade Names, Business Names, and D/B/A Names. All trade names, business names, assumed names, fictitious names, and "doing business as" names used by Assignor in connection with the operation of its business, including, without limitation, "Lakewood Regional Health Partners," "Lakewood Health," "LRHP," and all variations, derivations, abbreviations, acronyms, translations, and phonetic equivalents thereof, whether used in connection with any of Assignor's eleven (11) clinic locations in New York and Pennsylvania or otherwise;

(b) Service Marks, Trademarks, and Trade Dress. All service marks, trademarks, logos, design marks, word marks, trade dress, and other source-identifying indicia associated with Assignor's business, whether registered or unregistered, whether at the federal, state, or common-law level, including all applications and registrations therefor and all rights of priority arising therefrom, together with all renewals, extensions, and modifications thereof;

(c) Domain Names and Internet URLs. All domain names, internet uniform resource locators ("URLs"), and associated domain name registrations owned or controlled by Assignor, including all registrar accounts and credentials related thereto, as more particularly described on Schedule A, Part III;

(d) Telephone Numbers and Facsimile Numbers. All telephone numbers, facsimile numbers, toll-free numbers, and voice-over-internet-protocol ("VoIP") numbers used in the operation of the business at all clinic locations, including main lines, scheduling lines, provider direct lines, and general facsimile lines, as more particularly described on Schedule A, Part IV;

(e) Social Media Accounts and Handles. All social media accounts, handles, profiles, pages, channels, and business listings maintained by or on behalf of Assignor on any social media platform, including all content posted thereon, follower and subscriber lists, and associated credentials, as more particularly described on Schedule A, Part V;

(f) Copyrights. All copyrights, whether registered or unregistered, in patient education materials, marketing collateral (print, digital, and video), advertising content, website content (including text, graphics, photographs, and audiovisual materials), clinical protocol manuals, internal training materials, and all other original works of authorship created by or on behalf of Assignor in connection with the operation of its business, together with all applications and registrations therefor, and all rights to apply for registrations therefor;

(g) Proprietary Clinical Workflows, Operational Processes, and Know-How. All proprietary clinical workflows, standard operating procedures, operational process documentation, methods, techniques, formulae, compilations, and related know-how developed by or on behalf of Assignor in connection with the operation of its business, excluding, for the avoidance of doubt, any and all individually held professional medical licenses, medical staff privileges, Drug Enforcement Administration registrations, National Provider Identifiers, or other credentials personally held by any individual physician, nurse practitioner, physician assistant, or other healthcare professional employed by or affiliated with Assignor; and

(h) Goodwill. All goodwill of the business associated with, symbolized by, or appurtenant to each of the foregoing items of Assigned intellectual Property, including, without limitation, the right to sue for and recover damages or obtain injunctive or other equitable relief for past, present, or future infringement, misappropriation, dilution, or other violation of any of the foregoing.

1.3 Effective Date. "Effective Date" means the date first written above, which is the Closing Date under the APA.

1.4 Encumbrance. "Encumbrance" means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, community property interest, equitable interest, option, warrant, right of first refusal, easement, encroachment, servitude, right of way, restriction, covenant, condition, preemptive right, proxy, voting trust or agreement, transfer restriction, encumbrance, or other restriction or limitation of any kind or nature whatsoever, consistent with the definition of such term in Section 1.1 of the APA.

SECTION 2 — ASSIGNMENT AND CONVEYANCE

2.1 Assignment. Assignor hereby irrevocably and unconditionally sells, assigns, transfers, conveys, and delivers to Assignee, and its successors and assigns, all of Assignor's right, title, and interest in, to, and under the Assigned intellectual Property, together with all goodwill of the business associated therewith, effective as of the Effective Date. The foregoing assignment includes, without limitation, the right to sue for and recover damages, profits, and other remedies for past, present, and future infringement, misappropriation, dilution, or other violation of any of the Assigned intellectual Property, and the right to apply for, prosecute, maintain, renew, and extend all registrations and applications included within the Assigned intellectual Property. From and after the Effective Date, Assignee shall be entitled to exercise all rights of ownership with respect to the Assigned intellectual Property to the same extent as Assignor could have exercised such rights immediately prior to the Effective Date, and Assignor shall have no further right, title, or interest in or to any of the Assigned intellectual Property.

2.2 Telephone Numbers. Without limiting the generality of Section 2.1, Assignor hereby sells, assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to all telephone numbers, facsimile numbers, toll-free numbers, and VoIP numbers listed on Schedule A, Part IV, including the right to use, port, and redirect such numbers as Assignee deems appropriate in its sole discretion. Assignor shall cooperate fully with Assignee and all applicable telecommunications carriers, including but not limited to Harborline Industries, Pemberton & Co., and Ridgeline Partners LLC, to effectuate the porting and transfer of such numbers to Assignee or Assignee's designated carrier(s) promptly following the Effective Date and in no event later than thirty (30) days after the Effective Date. Such cooperation shall include, without limitation, executing and delivering carrier authorization forms, letters of agency, customer service records requests, and such other documents as may be required by any applicable telecommunications carrier to process the porting and transfer. Assignor shall not, and shall cause its members, officers, employees, and agents not to, cancel, disconnect, redirect, or otherwise modify any such telephone number or facsimile number during the pendency of any such transfer.

2.3 Domain Names. Without limiting the generality of Section 2.1, Assignor hereby sells, assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to all domain names and associated domain name registrations listed on Schedule A, Part III, including all registrar accounts, account credentials, and administrative access associated therewith. Assignor shall cooperate fully with Assignee and all applicable domain name registrars, including but not limited to Adriatic & Co., Strathmore Software, and any other registrar with which Assignor maintains domain name registrations, to effectuate the transfer of such domain name registrations to Assignee or Assignee's designated registrar account(s) promptly following the Effective Date and in no event later than fifteen (15) days after the Effective Date. Such cooperation shall include, without limitation, (i) unlocking all domain names for transfer, (ii) providing all applicable authorization codes, EPP codes, or transfer keys, (iii) approving all registrar transfer requests, (iv) providing all account login credentials, and (v) disabling any transfer locks, WHOIS privacy services, or other features that would impede or delay the transfer of any domain name registration. Assignor shall not, and shall cause its members, officers, employees, and agents not to, cancel, fail to renew, redirect, or otherwise modify any domain name registration during the pendency of any such transfer.

2.4 Social Media Accounts. Without limiting the generality of Section 2.1, Assignor hereby sells, assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to all social media accounts and handles listed on Schedule A, Part V, including all content posted or stored thereon, all follower and subscriber data to the extent transferable under the applicable platform's terms of service, and all administrative and editorial access credentials associated therewith. Assignor shall, promptly following the Effective Date and in no event later than five (5) Business Days after the Effective Date, provide to Assignee all credentials, passwords, two-factor authentication devices and recovery codes, and administrator access necessary for Assignee to assume full and exclusive control of such accounts. Assignor shall cooperate with Assignee in requesting and facilitating any ownership transfer processes required by the applicable social media platforms. Assignor shall not, and shall cause its members, officers, employees, and agents not to, post, modify, or delete any content on any such social media account from and after the Effective Date without the prior written consent of Assignee, except as may be expressly required under any Transition Services Agreement.

SECTION 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

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

3.1 Ownership. Assignor is the sole and exclusive owner of the entire right, title, and interest in and to the Assigned intellectual Property, free and clear of all Encumbrances, claims, licenses, sublicenses, options, rights of first refusal, and restrictions of any kind or nature whatsoever, other than Permitted Encumbrances (as defined in the APA), if any. No other Person owns or has any right, title, or interest in or to any of the Assigned intellectual Property, or any right to use, license, sublicense, or otherwise exploit any of the Assigned intellectual Property, except as expressly set forth in the Disclosure Schedules to the APA. Assignor has not granted any exclusive license with respect to any of the Assigned intellectual Property.

3.2 Validity and Enforceability. To Assignor's Knowledge (as defined in the APA), all registrations for trademarks, service marks, trade names, and domain names included in the Assigned intellectual Property are valid, subsisting, and in full force and effect, and have not been abandoned, cancelled, or expired. All registration and maintenance fees, renewal fees, annuity payments, and other payments due and owing with respect to any such registrations as of the Effective Date have been timely paid in full. Assignor has not taken any action, or failed to take any action, that would reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation, or unenforceability of any of the Assigned intellectual Property. To Assignor's Knowledge, all filings, recordations, and other actions necessary to maintain and protect the Assigned intellectual Property have been made and taken in a timely manner.

3.3 Non-Infringement. To Assignor's Knowledge: (a) the Assigned intellectual Property, and the use thereof in the conduct of the business of Assignor as currently conducted and as conducted during the three (3) years immediately preceding the Effective Date, does not infringe, misappropriate, dilute, or otherwise violate the intellectual property rights or other proprietary rights of any third party; and (b) no third party is currently infringing, misappropriating, diluting, or otherwise violating any of the Assigned intellectual Property. Assignor has not received any written notice, claim, demand, or allegation from any third party asserting that the Assigned intellectual Property or the use thereof infringes, misappropriates, or otherwise violates any intellectual property right of such third party, and no such claim has been threatened in writing.

3.4 No Litigation. There is no Action (as defined in the APA) pending, or to Assignor's Knowledge, threatened in writing, before any court, arbitral tribunal, administrative agency, or other governmental authority, (a) challenging the ownership, validity, registerability, or enforceability of any of the Assigned intellectual Property, (b) alleging any infringement, misappropriation, dilution, or other violation of any third party's intellectual property rights by Assignor's use of the Assigned intellectual Property, (c) seeking to limit or restrict Assignor's right to use, transfer, or assign any of the Assigned intellectual Property, or (d) otherwise relating to any of the Assigned intellectual Property. No such Action has been settled, adjudicated, or otherwise resolved during the three (3) years immediately preceding the Effective Date on terms that would impose any obligation or restriction on Assignee or on the Assigned intellectual Property following the consummation of the transactions contemplated hereby.

3.5 No Prior Assignment. Assignor has not previously assigned, transferred, conveyed, or otherwise disposed of any of the Assigned intellectual Property, or any interest therein, to any third party. Assignor has not previously granted any exclusive license or sublicense with respect to any of the Assigned intellectual Property to any third party. Assignor has not previously encumbered, pledged, hypothecated, or granted any security interest in any of the Assigned intellectual Property to any third party. No third party has any right, title, or interest in or to any of the Assigned intellectual Property, other than rights arising under non-exclusive licenses granted by Assignor in the ordinary course of business consistent with past practice, which non-exclusive licenses have been disclosed on the Disclosure Schedules to the APA. No Person other than Assignor has filed any application for registration of any trademark, service mark, or trade name that is included within the Assigned intellectual Property, and no Person other than Assignor is the registrant of record with respect to any domain name included within the Assigned intellectual Property.

3.6 Authority. Assignor has full limited liability company power and authority to execute, deliver, and perform this Agreement and to sell, assign, transfer, convey, and deliver the Assigned intellectual Property as contemplated herein. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of Assignor, including the approval of all members and managers required under the Operating Agreement of Assignor and under applicable Law. This Agreement has been duly executed and delivered by Assignor and constitutes the valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar Laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

3.7 No Conflict. The execution, delivery, and performance by Assignor of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certificate of formation, operating agreement, or other organizational documents of Assignor; (b) conflict with, result in a breach or violation of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any contract, lease, license, sublicense, franchise, permit, indenture, agreement, or instrument to which Assignor is a party or by which any of the Assigned intellectual Property is bound or affected; (c) result in the creation or imposition of any Encumbrance upon any of the Assigned intellectual Property; or (d) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Assignor or any of the Assigned intellectual Property.

SECTION 4 — FURTHER ASSURANCES

4.1 General Cooperation. Assignor shall, at any time and from time to time after the Effective Date, upon the reasonable request of Assignee and at Assignee's sole cost and expense (other than de minimis internal costs of Assignor), promptly execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, and confirmation, including short-form trademark assignment documents, copyright assignment documents, domain name transfer authorization forms, carrier authorization letters, and such other documents and instruments as Assignee may reasonably request, and shall take such other actions as Assignee may reasonably request, to more effectively transfer, convey, and assign the Assigned intellectual Property to Assignee, to confirm Assignee's right, title, and interest in and to the Assigned intellectual Property, and to enable Assignee to exercise and enforce its rights with respect thereto. Without limiting the generality of the foregoing, Assignor shall make available such of its officers, managers, employees, and agents as may be reasonably necessary to provide information and assistance in connection with such transfers and recordings. The obligations of Assignor under this Section 4.1 shall survive the Effective Date for a period of three (3) years.

4.2 Recordation. Assignor shall cooperate with Assignee, at Assignee's sole cost and expense, in preparing, executing, and filing or recording this Agreement, or any ancillary or short-form assignment documents, with the United States Patent and Trademark Office, the United States Copyright Office, any state secretary of state or department of state (including the New York Department of State and the Pennsylvania Department of State), any domain name registrar, Internet Corporation for Assigned Names and Numbers ("ICANN"), or any other governmental or quasi-governmental authority, as Assignee may deem necessary or advisable to perfect, evidence, or record the assignment of the Assigned intellectual Property contemplated by this Agreement. Assignor acknowledges that Assignee intends to record appropriate instruments of assignment with the United States Patent and Trademark Office with respect to any registered trademarks or service marks included within the Assigned intellectual Property and with the applicable state secretaries of state with respect to any state trade name registrations included within the Assigned intellectual Property, and Assignor shall execute and deliver such instruments in recordable form promptly upon the request of Assignee.

4.3 Power of Attorney. Assignor hereby irrevocably designates and appoints Assignee and its duly authorized officers, managers, and agents as Assignor's true and lawful agent and attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, with full power of substitution and resubstitution, to act in Assignor's name, place, and stead, and on Assignor's behalf, to execute and file any document, instrument, application, or certificate, and to take any and all other actions, that Assignee may deem necessary or advisable to effectuate the assignments and transfers contemplated by this Agreement, including, without limitation: (a) executing and filing applications for registration of trademarks, service marks, and copyrights; (b) executing and filing instruments of transfer, assignment, and conveyance with the United States Patent and Trademark Office, the United States Copyright Office, state trademark and trade name registries, domain name registrars, telecommunications carriers, and social media platforms; (c) executing and filing letters of agency, customer service records requests, and carrier authorization forms with telecommunications carriers; and (d) executing and delivering such other documents and instruments as may be necessary or desirable to vest in Assignee full right, title, and interest in and to the Assigned intellectual Property; provided, however, that Assignee shall exercise the foregoing power of attorney only if Assignor has failed to take the requested action within fifteen (15) Business Days following delivery of Assignee's written request to Assignor specifying the action to be taken. Assignee shall provide Assignor with prompt written notice of any action taken pursuant to this power of attorney.

SECTION 5 — CESSATION OF USE BY ASSIGNOR

5.1 discontinuation. From and after the Effective Date, Assignor shall immediately cease and permanently discontinue all use of the Assigned intellectual Property, including, without limitation, all use of the trade names "Lakewood Regional Health Partners," "Lakewood Health," "LRHP," and all variations, derivations, abbreviations, and acronyms thereof, in any form and in any medium, whether in connection with the provision of healthcare services, marketing, advertising, correspondence, signage, stationery, business cards, uniforms, promotional materials, website content, social media, or otherwise. Notwithstanding the foregoing, Assignor may continue to use the Assigned intellectual Property solely to the limited extent expressly permitted under the Transition Services Agreement dated as of the Effective Date by and between Assignor and Assignee (the "TSA"), or any other ancillary agreement entered into in connection with the APA that expressly grants Assignor a limited, temporary right to use specified items of Assigned intellectual Property, and only for the duration and in the manner and for the purposes expressly specified therein. Upon the expiration or termination of any such permitted use under the TSA or other ancillary agreement, Assignor shall immediately cease all remaining use of the applicable Assigned intellectual Property and shall promptly destroy or deliver to Assignee, at Assignee's election, all materials bearing or embodying any of the Assigned intellectual Property then in Assignor's possession or control.

5.2 Name Change. Within thirty (30) calendar days following the Effective Date, Assignor shall file, or cause to be filed, all necessary articles of amendment, certificates of amendment, applications for authority, or other documents with the New York Department of State, the New York State Division of Corporations, and any other applicable governmental authority, to change Assignor's legal entity name from "Lakewood Regional Health Partners, LLC" to a name that does not include "Lakewood," "LRHP," or any word, phrase, abbreviation, or combination that is confusingly similar thereto. In addition, Assignor shall, within such thirty (30) day period, file or cause to be filed all necessary applications, certificates, or other documents to cancel, withdraw, or amend any and all assumed name certificates, fictitious business name statements, certificates of assumed name, or "doing business as" registrations filed with any county clerk, state agency, or other governmental authority in the State of New York, the Commonwealth of Pennsylvania, or any other jurisdiction, to the extent that such registrations include the name "Lakewood," "LRHP," or any confusingly similar variation thereof. Assignor shall provide to Assignee written evidence of each such filing, including file-stamped copies of all documents filed and any acknowledgments or confirmations received from the applicable governmental authority, promptly following receipt thereof and in no event later than forty-five (45) calendar days following the Effective Date.

SECTION 6 — MISCELLANEOUS

6.1 Relationship to APA. This Agreement is delivered pursuant to and in connection with the APA and is subject in all respects to the terms and conditions of the APA. This Agreement is one of the ancillary documents contemplated by Section 2.4(a)(vi) of the APA and is being delivered as a condition to the Closing thereunder. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the APA, the terms and provisions of the APA shall govern and control in all respects. Nothing contained in this Agreement shall be deemed to expand, limit, modify, supplement, or otherwise affect any representation, warranty, covenant, agreement, or indemnification obligation of either Party set forth in the APA. Without limiting the generality of the foregoing, the representations and warranties of Assignor set forth in Section 3 of this Agreement are made solely for the purposes of this Agreement and the recordation of the assignment contemplated hereby, and shall not be deemed to expand or modify the representations and warranties of Assignor set forth in Article IV of the APA. Any claim for breach of any representation, warranty, covenant, or agreement contained herein shall be subject to, and governed by, the indemnification provisions and limitations set forth in Article IX of the APA.

6.2 No Additional Representations. Except as expressly set forth in Section 3 of this Agreement, neither Party makes any representation or warranty of any kind, whether express, implied, statutory, or otherwise, with respect to the Assigned intellectual Property, the transactions contemplated by this Agreement, or any other matter, and each Party hereby disclaims all other representations and warranties, whether express, implied, statutory, or otherwise. The representations and warranties of Assignor set forth in the APA, including, without limitation, those set forth in Section 4.11 thereof (Intellectual Property), are not limited, modified, supplemented, or otherwise affected by this Agreement.

6.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Assignee may, without the consent of Assignor, assign any or all of its rights and interests hereunder to (a) any Affiliate of Assignee, (b) any successor to all or substantially all of the assets or business of Assignee, whether by merger, consolidation, sale of assets, or otherwise, or (c) any lender or agent as collateral security in connection with any financing arrangement. No assignment shall relieve the assigning Party of any of its obligations hereunder.

6.4 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law 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 intended to be coextensive with, the governing law provision set forth in Section 11.8 of the APA.

6.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic mail in portable document format (.pdf), by DocuSign, Ashford Health IT, or other electronic signature platform, or by any other form of electronic transmission shall be effective as delivery of a manually executed original counterpart. Each Party agrees that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

6.6 Entire Agreement. This Agreement, together with the APA, the Disclosure Schedules and Exhibits thereto, and the other ancillary documents, instruments, and agreements delivered in connection with the APA (including the TSA, the Bill of Sale, and the Assignment and Assumption Agreement), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, commitments, offers, and understandings, whether written or oral, relating to such subject matter.

6.7 Amendment; Waiver. This Agreement may not be amended, modified, restated, or supplemented in any respect except by a written instrument duly executed by both Parties. No provision of this Agreement may be waived except by a written instrument duly executed by the Party against whom the waiver is to be effective. No waiver of any provision of this Agreement, and no consent to any departure from the terms of any provision of this Agreement, shall in any event constitute a waiver of, or consent to departure from, any other provision of this Agreement, whether or not similar, nor shall any such waiver or consent constitute a continuing waiver or consent unless specifically provided for in such writing. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

6.8 Notices. All notices, demands, requests, claims, consents, waivers, and other communications required or permitted to be given hereunder shall be in writing and shall be delivered in accordance with, and subject to the terms and conditions of, the notice provisions set forth in Section 11.2 of the APA, to the Parties at the addresses set forth in the preamble of this Agreement, with copies (which shall not constitute notice) to:

If to Assignee, with a copy to:

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

Attention: James Prentice, Esq.

Email: jprentice@calderwoodharkness.com

If to Assignor, with a copy to:

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

Attention: Catherine Greer, Esq.

Email: cgreer@whitfieldamesgreer.com

Either Party may change its address or the address of its counsel for purposes of notice by giving written notice of such change to the other Party in accordance with this Section 6.8 and Section 11.2 of the APA.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this intellectual Property Assignment Agreement to be executed as of the date first written above by their respective duly authorized representatives.

ASSIGNOR:

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

By: ________

Name: Dr. Raymond Alcott

Title: Co-Managing Member

Date: ________

By: ________

Name: Dr. Nadia Petrosian

Title: Co-Managing Member

Date: ________

ASSIGNEE:

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Marcus Waverly

Title: Chief Executive Officer

Date: ________

SCHEDULE A

ASSIGNED INTELLECTUAL PROPERTY

Part I — Trade Names and Service Marks

The following trade names, service marks, trademarks, logos, and associated trade dress are included within the Assigned intellectual Property:

A. Primary Trade Names and Business Names

B. State Trademark Registrations

C. Federal Trademark Applications and Registrations

No federal trademark applications have been filed or are pending with the United States Patent and Trademark Office as of the Effective Date. All rights in the marks listed above are asserted as common-law rights and/or under the state registrations identified in Section B above.

D. Logos, Design Marks, and Trade Dress

The following logos and design marks are included within the Assigned intellectual Property:

1. The "Lakewood Tree" logo, consisting of a stylized green deciduous tree with interlocking branches forming the outline of a medical cross, accompanied by the word "LAKEWOOD" in Avenir Next Bold typeface in navy blue (Pantone 289 C) and the words "REGIONAL HEALTH PARTNERS" in Avenir Next Regular typeface in medium gray (Pantone Cool Gray 9 C), as depicted on the Assignor's primary website, business cards, letterhead, and signage (all source files, vector files, and brand guidelines to be delivered to Assignee at Closing).

2. The "LRHP" monogram mark, consisting of the letters "L," "R," "H," and "P" in a stacked configuration in Avenir Next Bold typeface in navy blue (Pantone 289 C), as used on Assignor's mobile application icon, social media profile images, and abbreviated correspondence.

3. All trade dress associated with the foregoing marks, including the distinctive color scheme (navy blue, forest green, and white), typeface selections, and the overall look and feel of Assignor's clinic signage, patient-facing materials, and digital presence.

All original artwork, vector files (in Adobe Illustrator .ai and .eps formats), raster files (in .png and .jpg formats), brand guidelines, and style guides related to the foregoing logos, design marks, and trade dress shall be delivered to Assignee at Closing on an encrypted USB drive and via secure electronic transfer.

Part II — Copyrights

The following copyrighted works and categories of copyrighted works are included within the Assigned intellectual Property:

A. Patient Education Materials and Pamphlets

1. "Understanding Your Primary Care Visit" — patient education pamphlet (English and Spanish versions), first published 2017, last revised March 2024.

2. "Managing Chronic Conditions: A Patient's Guide" — patient education booklet (64 pages), first published 2018, last revised October 2023.

3. "Preventive Care Screening Guidelines" — patient education pamphlet, first published 2019, last revised January 2025.

4. "Your Telehealth Visit: What to Expect" — patient education pamphlet, first published April 2020, last revised September 2024.

5. "Lakewood Health Pediatric Wellness Series" — series of twelve (12) pediatric patient education pamphlets, first published 2020–2022.

6. "Behavioral Health Resource Guide for Patients and Families" — patient education booklet (48 pages), first published 2021, last revised June 2024.

7. All other patient education materials, handouts, pamphlets, brochures, and informational flyers authored by or on behalf of Assignor, in all formats (print and digital).

B. Marketing and Advertising Content

1. All print advertising materials, including newspaper and magazine advertisements, direct mail pieces, billboard designs, and event sponsorship materials, created by or on behalf of Assignor from 2015 to the Effective Date.

2. All digital advertising materials, including banner advertisements, social media advertisements, pay-per-click advertisements, email marketing templates, and e-newsletter designs, created by or on behalf of Assignor from 2015 to the Effective Date.

3. All video content, including television commercials, social media video content, patient testimonial videos (to the extent Assignor holds the applicable rights and releases), and promotional video content, created by or on behalf of Assignor from 2015 to the Effective Date.

4. All photographic content, including professional photographs of clinic locations, staff portraits, and stock photography licensed on a perpetual, transferable basis by or on behalf of Assignor, to the extent such licenses are transferable.

5. All radio advertising scripts and audio recordings created by or on behalf of Assignor from 2015 to the Effective Date.

C. Website Content

1. All text, copy, graphics, photographs, images, illustrations, icons, audiovisual content, and other content displayed on or available through Assignor's websites at www.lakewoodregionalhealth.com, www.lakewoodhealth.org, and all related subdomains and landing pages, as of the Effective Date.

2. All underlying source code, HTML, CSS, JavaScript, and other code authored by or on behalf of Assignor for the design and functionality of such websites, to the extent owned by Assignor and not subject to third-party licenses.

3. All blog posts, articles, and news items published on such websites.

D. Clinical Protocol Manuals and Internal Training Materials

1. "Lakewood Health Clinical Operations Manual" — internal operations manual (approximately 320 pages), covering clinical protocols, workflows, and standard operating procedures across all service lines, first created 2016, last revised February 2025.

2. "LRHP New Employee Orientation Guide" — internal training manual (approximately 95 pages), first created 2016, last revised August 2024.

3. "Lakewood Health Quality Assurance and Compliance Training Modules" — series of internal training modules (12 modules), first created 2018, last revised April 2025.

4. "Lakewood Health Telehealth Standard Operating Procedures" — internal manual (approximately 45 pages), first created April 2020, last revised November 2024.

5. All other internal training materials, standard operating procedure documents, clinical pathway documents, and quality improvement materials authored by or on behalf of Assignor.

E. Copyright Registration Status

No federal copyright registrations with the United States Copyright Office are known to exist with respect to any of the foregoing works. All copyright rights in the foregoing works are asserted under common law and the Copyright Act of 1976, as amended (17 U.S.C. § 101 et seq.), without registration.

Part III — Domain Names

The following domain names and associated registrations are included within the Assigned intellectual Property:

All registrar account credentials, including Severin Health IT account login (Account No. LRHP-GD-2015) and Namecheap account login (Account No. LRHP-NC-2020), shall be delivered to Assignee at Closing.

Part IV — Telephone and Facsimile Numbers

The following telephone numbers and facsimile numbers used in the operation of Assignor's business at each clinic location are included within the Assigned intellectual Property:

A. Rochester Main Office — 450 East Ridge Road, Rochester, NY 14621

B. Brighton Office — 2100 South Clinton Avenue, Suite 210, Rochester, NY 14618

C. Henrietta Office — 875 Jefferson Road, Suite 120, Rochester, NY 14623

D. Syracuse Office — 310 East Fayette Street, Suite 400, Syracuse, NY 13202

E. Utica Office — 1650 Champlin Avenue, Suite B, Utica, NY 13502

F. Binghamtonhamton Office — 49 Court Street, Suite 202, Binghamtonhamton, NY 13901

G. Ithaca Office — 120 East Green Street, Suite 305, Ithaca, NY 14850

H. Albany Office — 677 Broadway, Suite 510, Albany, NY 12207

I. Scranton Office — 340 Adams Avenue, Suite 150, Scranton, PA 18503

J. Wilkes-Barre Office — 88 North Franklin Street, Suite 210, Wilkes-Barre, PA 18701

K. Towanda Office — 215 Main Street, Suite 3, Towanda, PA 18848

L. Toll-Free Numbers (Centralized)

Part V — Social Media Accounts

The following social media accounts and handles are included within the Assigned intellectual Property:

All account credentials, passwords, two-factor authentication recovery codes, and administrator access information for the foregoing accounts shall be delivered to Assignee at Closing in a secure, encrypted format.

Part VI — Other intellectual Property

The following additional categories of intellectual property are included within the Assigned intellectual Property:

A. Proprietary Clinical Workflow Documentation and Process Know-How

1. All proprietary clinical workflow diagrams, process maps, and standard operating procedure documents developed by or on behalf of Assignor for use in the delivery of primary care, urgent care, behavioral health, telehealth, and other services across all eleven (11) clinic locations, including, without limitation, the "Lakewood Clinical Pathway Library" (a collection of over seventy-five (75) clinical pathway documents maintained in Aldermere Systems by Assignor's Quality Improvement department).

2. All proprietary patient intake, triage, and clinical assessment protocols and associated documentation developed by or on behalf of Assignor.

3. All proprietary scheduling optimization algorithms, resource allocation models, and workforce management methodologies developed by or on behalf of Assignor, to the extent such materials exist in documented form (whether in electronic or hard-copy format).

4. All proprietary revenue cycle management processes, billing workflows, claims follow-up procedures, and denial management protocols developed by or on behalf of Assignor.

B. Patient Portal Branding and Design Elements

1. All branding, logos, design elements, color schemes, custom graphics, user interface designs, and patient-facing content applied to, displayed on, or accessible through the patient-facing portal operated by Assignor, to the extent such materials are owned by Assignor and are not proprietary to or licensed under the Clearpath EHR platform pursuant to License Agreement No. CP-ENT-2022-0487 between Assignor and Clearpath Health Technologies, Inc. (the "Clearpath License Agreement").

2. For the avoidance of doubt, the underlying software code, platform architecture, database schemas, and technology infrastructure of the Clearpath EHR patient portal are not included within the Assigned intellectual Property and remain the exclusive property of Clearpath Health Technologies, Inc. pursuant to the Clearpath License Agreement. Only the "look and feel" overlay, branded visual elements, and custom content layers owned by Assignor are assigned hereunder.

C. Marketing Databases and Patient Communication Templates

1. All marketing databases, email subscriber lists, mailing lists, and patient communication preference data maintained by Assignor in connection with its marketing and patient engagement activities, to the extent the transfer of such databases and lists is permitted under applicable Law, including the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the CAN-SPAM Act of 2003.

2. All patient communication templates, including appointment reminder templates, recall and reactivation templates, patient satisfaction survey templates, and wellness campaign templates, in all formats (email, SMS, direct mail, and telephone script).

3. All newsletter templates, email campaign designs, and drip campaign sequences maintained in Assignor's marketing automation platform(s).

D. Goodwill

All goodwill of the business associated with, symbolized by, appurtenant to, or arising from the use of each of the foregoing items of Assigned intellectual Property listed in this Part VI, including all customer relationships, patient loyalty, brand recognition, and reputational value associated therewith.

End of Schedule A

No.	Name	Type	Status	Jurisdiction	Registration / Filing No.	Filing Date
1	Lakewood Regional Health Partners	Primary trade name / entity name	Active	New York (DOS)	LLC Filing No. 150916001247	September 16, 2015
2	Lakewood Health	d/b/a (assumed name)	Active	Monroe County, NY	Certificate No. 2016-003412	March 8, 2016
3	Lakewood Health	d/b/a (assumed name)	Active	Onondaga County, NY	Certificate No. 2017-001887	February 14, 2017
4	Lakewood Health	d/b/a (assumed name)	Active	Lackawanna County, PA	Fictitious Name Registration No. 2018-04521	June 22, 2018
5	LRHP	d/b/a (assumed name) / Abbreviation	Active	Monroe County, NY	Certificate No. 2016-003413	March 8, 2016
6	Lakewood Health	d/b/a (assumed name)	Active	Broome County, NY	Certificate No. 2019-002105	April 3, 2019
7	Lakewood Health	d/b/a (assumed name)	Active	Tompkins County, NY	Certificate No. 2019-002734	May 15, 2019
8	Lakewood Health	d/b/a (assumed name)	Active	Oneida County, NY	Certificate No. 2018-004290	August 10, 2018
9	Lakewood Health	d/b/a (assumed name)	Active	Albany County, NY	Certificate No. 2020-001456	January 22, 2020
10	Lakewood Health	d/b/a (assumed name)	Active	Luzerne County, PA	Fictitious Name Registration No. 2019-07834	September 9, 2019
11	Lakewood Health	d/b/a (assumed name)	Active	Bradford County, PA	Fictitious Name Registration No. 2020-01287	March 18, 2020
No.	Mark	Type	Status	Jurisdiction	Registration No.	Registration Date	Renewal Date
1	LAKEWOOD REGIONAL HEALTH PARTNERS (word mark)	Service Mark	Registered	New York	SM-2016-0078234	November 14, 2016	November 14, 2026
2	LAKEWOOD HEALTH (word mark)	Service Mark	Registered	New York	SM-2017-0023198	April 28, 2017	April 28, 2027
3	LRHP (stylized) and Design	Service Mark	Registered	New York	SM-2017-0023199	April 28, 2017	April 28, 2027
4	LAKEWOOD HEALTH (word mark)	Service Mark	Registered	Pennsylvania	TSM-89412	January 9, 2019	January 9, 2029
No.	Domain Name	Registrar	Registration Date	Expiration Date	Auto-Renew
1	lakewoodregionalhealth.com	Adriatic & Co.	October 5, 2015	October 5, 2026	Yes
2	lakewoodregionalhealth.org	Adriatic & Co.	October 5, 2015	October 5, 2026	Yes
3	lakewoodregionalhealth.net	Adriatic & Co.	October 5, 2015	October 5, 2026	Yes
4	lakewoodhealth.com	Adriatic & Co.	March 12, 2016	March 12, 2027	Yes
5	lakewoodhealth.org	Adriatic & Co.	March 12, 2016	March 12, 2027	Yes
6	lakewoodhealth.net	Adriatic & Co.	March 12, 2016	March 12, 2027	Yes
7	lakewoodhealth.health	Strathmore Software	September 1, 2020	September 1, 2025	Yes

8	lrhp.com	Adriatic & Co.	January 18, 2016	January 18, 2027	Yes
9	lrhp.org	Adriatic & Co.	January 18, 2016	January 18, 2027	Yes
10	lrhp.net	Adriatic & Co.	January 18, 2016	January 18, 2027	Yes
11	lrhp.health	Strathmore Software	September 1, 2020	September 1, 2025	Yes
12	lakewoodhealthpartners.com	Adriatic & Co.	November 22, 2015	November 22, 2026	Yes
13	lakewoodhealthpartners.org	Adriatic & Co.	November 22, 2015	November 22, 2026	Yes
14	lakewoodhealthny.com	Adriatic & Co.	February 3, 2017	February 3, 2027	Yes
15	lakewoodhealthpa.com	Adriatic & Co.	June 15, 2018	June 15, 2026	Yes
16	mylakewoodhealth.com	Adriatic & Co.	August 7, 2019	August 7, 2026	Yes
17	lakewoodhealthportal.com	Adriatic & Co.	January 10, 2020	January 10, 2026	Yes
18	lakewoodtelehealth.com	Strathmore Software	April 2, 2020	April 2, 2026	Yes
No.	Number	Type	Use	Carrier
1	(585) 512-4000	Landline	Main reception / switchboard	Ridgeline Partners LLC
2	(585) 512-4001	Landline	Patient scheduling	Ridgeline Partners LLC
3	(585) 512-4002	Landline	Billing and insurance inquiries	Ridgeline Partners LLC
4	(585) 512-4010	Fax	General fax — reception	Ridgeline Partners LLC
5	(585) 512-4011	Fax	Medical records fax	Ridgeline Partners LLC
6	(585) 512-4012	Fax	Referrals fax	Ridgeline Partners LLC
No.	Number	Type	Use	Carrier
7	(585) 512-4100	Landline	Main reception	Ridgeline Partners LLC
8	(585) 512-4101	Landline	Patient scheduling	Ridgeline Partners LLC
9	(585) 512-4110	Fax	General fax	Ridgeline Partners LLC
No.	Number	Type	Use	Carrier
10	(585) 512-4200	Landline	Main reception	Ridgeline Partners LLC
11	(585) 512-4201	Landline	Patient scheduling	Ridgeline Partners LLC

12	(585) 512-4210	Fax	General fax	Ridgeline Partners LLC
No.	Number	Type	Use	Carrier
13	(315) 708-3300	Landline	Main reception	Pemberton & Co.
14	(315) 708-3301	Landline	Patient scheduling	Pemberton & Co.
15	(315) 708-3310	Fax	General fax	Pemberton & Co.
No.	Number	Type	Use	Carrier
16	(315) 708-3400	Landline	Main reception	Pemberton & Co.
17	(315) 708-3401	Landline	Patient scheduling	Pemberton & Co.
18	(315) 708-3410	Fax	General fax	Pemberton & Co.
No.	Number	Type	Use	Carrier
19	(607) 231-5500	Landline	Main reception	Harborline Industries
20	(607) 231-5501	Landline	Patient scheduling	Harborline Industries
21	(607) 231-5510	Fax	General fax	Harborline Industries
No.	Number	Type	Use	Carrier
22	(607) 231-5600	Landline	Main reception	Harborline Industries
23	(607) 231-5601	Landline	Patient scheduling	Harborline Industries
24	(607) 231-5610	Fax	General fax	Harborline Industries
No.	Number	Type	Use	Carrier
25	(518) 389-7700	Landline	Main reception	Harborline Industries
26	(518) 389-7701	Landline	Patient scheduling	Harborline Industries
27	(518) 389-7710	Fax	General fax	Harborline Industries
No.	Number	Type	Use	Carrier
28	(570) 614-2200	Landline	Main reception	Ridgeline Partners LLC
29	(570) 614-2201	Landline	Patient scheduling	Ridgeline Partners LLC
30	(570) 614-2210	Fax	General fax	Ridgeline Partners LLC

No.	Number	Type	Use	Carrier
31	(570) 614-2300	Landline	Main reception	Ridgeline Partners LLC
32	(570) 614-2301	Landline	Patient scheduling	Ridgeline Partners LLC
33	(570) 614-2310	Fax	General fax	Ridgeline Partners LLC
No.	Number	Type	Use	Carrier
34	(570) 614-2400	Landline	Main reception	Ridgeline Partners LLC
35	(570) 614-2401	Landline	Patient scheduling	Ridgeline Partners LLC
36	(570) 614-2410	Fax	General fax	Ridgeline Partners LLC
No.	Number	Type	Use	Carrier
37	(800) 555-LRHP (5747)	Toll-free	General patient information / appointment scheduling	Harborline Industries
38	(888) 512-4000	Toll-free	Patient billing inquiries	Harborline Industries
39	(877) 708-3300	Toll-free	Nurse advice line / after-hours triage	Harborline Industries
No.	Platform	Account Name / Handle	URL	Account Type
1	Kestrel Services Inc.	Lakewood Regional Health Partners	https://www.Kestrel Services Inc..com/LakewoodRegionalHealth	Business Page
2	Kestrel Services Inc.	Lakewood Health — Rochester	https://www.Kestrel Services Inc..com/LakewoodHealthROC	Business Page (location)
3	Kestrel Services Inc.	Lakewood Health — Syracuse	https://www.Kestrel Services Inc..com/LakewoodHealthSYR	Business Page (location)
4	Kestrel Services Inc.	Lakewood Health — Albany	https://www.Kestrel Services Inc..com/LakewoodHealthALB	Business Page (location)
5	Northpoint Services Inc.	@lakewoodhealth	https://www.Northpoint Services Inc..com/lakewoodhealth	Business Account
6	Northpoint Services Inc.	@lakewoodhealthroc	https://www.Northpoint Services Inc..com/lakewoodhealthroc	Business Account
7	Westmark Health IT	Lakewood Regional Health Partners, LLC	https://www.Westmark Health IT.com/company/lakewood-regional-health-partners	Company Page
8	X (Fenmore Solutions)	@LakewoodHealth	https://x.com/LakewoodHealth	Business Account
9	Crowne Albany Partners LLC	Lakewood Health	https://www.Crowne Albany Partners LLC.com/@LakewoodHealth	Brand Channel
10	Severin Industries Business Profile	Lakewood Regional Health Partners — Rochester Main	(Severin Industries Maps / GBP listing)	Business Profile
11	Severin Industries Business Profile	Lakewood Health — Brighton	(Severin Industries Maps / GBP listing)	Business Profile
12	Severin Industries Business Profile	Lakewood Health — Henrietta	(Severin Industries Maps / GBP listing)	Business Profile

13	Severin Industries Business Profile	Lakewood Health — Syracuse	(Severin Industries Maps / GBP listing)	Business Profile
14	Severin Industries Business Profile	Lakewood Health — Utica	(Severin Industries Maps / GBP listing)	Business Profile
15	Severin Industries Business Profile	Lakewood Health — Binghamtonhamton	(Severin Industries Maps / GBP listing)	Business Profile
16	Severin Industries Business Profile	Lakewood Health — Ithaca	(Severin Industries Maps / GBP listing)	Business Profile
17	Severin Industries Business Profile	Lakewood Health — Albany	(Severin Industries Maps / GBP listing)	Business Profile
18	Severin Industries Business Profile	Lakewood Health — Scranton	(Severin Industries Maps / GBP listing)	Business Profile
19	Severin Industries Business Profile	Lakewood Health — Wilkes-Barre	(Severin Industries Maps / GBP listing)	Business Profile
20	Severin Industries Business Profile	Lakewood Health — Towanda	(Severin Industries Maps / GBP listing)	Business Profile
21	Dunmore & Co.	@lakewoodhealth	https://www.Dunmore & Co..com/@lakewoodhealth	Business Account
22	Nextdoor	Lakewood Regional Health Partners	(Nextdoor Business listing)	Business Page

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
Dated as of August 15, 2025
This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this "Agreement") is made and entered into as of August 15, 2025 (the "Effective 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 "Crestline"), with its principal office located at 8400 Scioto Darby Road, Suite 300, Columbus, Ohio 43228.
Assignor and Assignee are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, 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 "APA"), pursuant to which Assignor has agreed to sell, transfer, convey, and assign to Assignee, and Assignee has agreed to purchase and acquire from Assignor, certain assets of Assignor, including the Purchased Assets (as defined in the APA), upon the terms and subject to the conditions set forth therein;
WHEREAS, the Purchased Assets include, among other things, certain intellectual property, trade names, service marks, domain names, telephone numbers, social media accounts, copyrights, proprietary clinical workflows and know-how, and related intangible assets more particularly described herein and on Schedule A attached hereto and incorporated herein by reference (collectively, the "Assigned intellectual Property");
WHEREAS, the execution and delivery of this Agreement by Assignor is a condition precedent to the obligation of Assignee to consummate the Closing (as defined in the APA) under the APA, and this Agreement is being executed and delivered by Assignor concurrently with, and as part of, the Closing;
WHEREAS, Assignor desires to assign, transfer, and convey to Assignee, and Assignee desires to accept and acquire from Assignor, all of Assignor's right, title, and interest in and to the Assigned intellectual Property, together with all goodwill of the business symbolized by and associated therewith, on the terms and subject to the conditions set forth in this Agreement and the APA; and
WHEREAS, the Parties intend this Agreement to serve as an instrument of conveyance and assignment sufficient to vest in Assignee all right, title, and interest in and to the Assigned intellectual Property and to be recorded with the United States Patent and Trademark Office and any other applicable governmental or quasi-governmental authority, as applicable.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements set forth herein, the consummation of the transactions contemplated by the APA, the payment of the Purchase Price (as defined in the APA), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1 — DEFINITIONS
1.1 Incorporation of APA Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the APA. In the event of any conflict between a definition set forth in this Agreement and a definition set forth in the APA with respect to the same term, the definition set forth in the APA shall control, except to the extent that a more specific definition is set forth herein solely for purposes of this Agreement and is expressly stated to apply notwithstanding the APA definition.
1.2 Assigned intellectual Property. "Assigned intellectual Property" means all intellectual property identified on Schedule A hereto and all other intellectual property constituting Purchased Assets under the APA, including, without limitation, the following:
(a) Trade Names, Business Names, and D/B/A Names. All trade names, business names, assumed names, fictitious names, and "doing business as" names used by Assignor in connection with the operation of its business, including, without limitation, "Lakewood Regional Health Partners," "Lakewood Health," "LRHP," and all variations, derivations, abbreviations, acronyms, translations, and phonetic equivalents thereof, whether used in connection with any of Assignor's eleven (11) clinic locations in New York and Pennsylvania or otherwise;
(b) Service Marks, Trademarks, and Trade Dress. All service marks, trademarks, logos, design marks, word marks, trade dress, and other source-identifying indicia associated with Assignor's business, whether registered or unregistered, whether at the federal, state, or common-law level, including all applications and registrations therefor and all rights of priority arising therefrom, together with all renewals, extensions, and modifications thereof;
(c) Domain Names and Internet URLs. All domain names, internet uniform resource locators ("URLs"), and associated domain name registrations owned or controlled by Assignor, including all registrar accounts and credentials related thereto, as more particularly described on Schedule A, Part III;
(d) Telephone Numbers and Facsimile Numbers. All telephone numbers, facsimile numbers, toll-free numbers, and voice-over-internet-protocol ("VoIP") numbers used in the operation of the business at all clinic locations, including main lines, scheduling lines, provider direct lines, and general facsimile lines, as more particularly described on Schedule A, Part IV;
(e) Social Media Accounts and Handles. All social media accounts, handles, profiles, pages, channels, and business listings maintained by or on behalf of Assignor on any social media platform, including all content posted thereon, follower and subscriber lists, and associated credentials, as more particularly described on Schedule A, Part V;
(f) Copyrights. All copyrights, whether registered or unregistered, in patient education materials, marketing collateral (print, digital, and video), advertising content, website content (including text, graphics, photographs, and audiovisual materials), clinical protocol manuals, internal training materials, and all other original works of authorship created by or on behalf of Assignor in connection with the operation of its business, together with all applications and registrations therefor, and all rights to apply for registrations therefor;
(g) Proprietary Clinical Workflows, Operational Processes, and Know-How. All proprietary clinical workflows, standard operating procedures, operational process documentation, methods, techniques, formulae, compilations, and related know-how developed by or on behalf of Assignor in connection with the operation of its business, excluding, for the avoidance of doubt, any and all individually held professional medical licenses, medical staff privileges, Drug Enforcement Administration registrations, National Provider Identifiers, or other credentials personally held by any individual physician, nurse practitioner, physician assistant, or other healthcare professional employed by or affiliated with Assignor; and
(h) Goodwill. All goodwill of the business associated with, symbolized by, or appurtenant to each of the foregoing items of Assigned intellectual Property, including, without limitation, the right to sue for and recover damages or obtain injunctive or other equitable relief for past, present, or future infringement, misappropriation, dilution, or other violation of any of the foregoing.
1.3 Effective Date. "Effective Date" means the date first written above, which is the Closing Date under the APA.
1.4 Encumbrance. "Encumbrance" means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, community property interest, equitable interest, option, warrant, right of first refusal, easement, encroachment, servitude, right of way, restriction, covenant, condition, preemptive right, proxy, voting trust or agreement, transfer restriction, encumbrance, or other restriction or limitation of any kind or nature whatsoever, consistent with the definition of such term in Section 1.1 of the APA.
SECTION 2 — ASSIGNMENT AND CONVEYANCE
2.1 Assignment. Assignor hereby irrevocably and unconditionally sells, assigns, transfers, conveys, and delivers to Assignee, and its successors and assigns, all of Assignor's right, title, and interest in, to, and under the Assigned intellectual Property, together with all goodwill of the business associated therewith, effective as of the Effective Date. The foregoing assignment includes, without limitation, the right to sue for and recover damages, profits, and other remedies for past, present, and future infringement, misappropriation, dilution, or other violation of any of the Assigned intellectual Property, and the right to apply for, prosecute, maintain, renew, and extend all registrations and applications included within the Assigned intellectual Property. From and after the Effective Date, Assignee shall be entitled to exercise all rights of ownership with respect to the Assigned intellectual Property to the same extent as Assignor could have exercised such rights immediately prior to the Effective Date, and Assignor shall have no further right, title, or interest in or to any of the Assigned intellectual Property.
2.2 Telephone Numbers. Without limiting the generality of Section 2.1, Assignor hereby sells, assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to all telephone numbers, facsimile numbers, toll-free numbers, and VoIP numbers listed on Schedule A, Part IV, including the right to use, port, and redirect such numbers as Assignee deems appropriate in its sole discretion. Assignor shall cooperate fully with Assignee and all applicable telecommunications carriers, including but not limited to Harborline Industries, Pemberton & Co., and Ridgeline Partners LLC, to effectuate the porting and transfer of such numbers to Assignee or Assignee's designated carrier(s) promptly following the Effective Date and in no event later than thirty (30) days after the Effective Date. Such cooperation shall include, without limitation, executing and delivering carrier authorization forms, letters of agency, customer service records requests, and such other documents as may be required by any applicable telecommunications carrier to process the porting and transfer. Assignor shall not, and shall cause its members, officers, employees, and agents not to, cancel, disconnect, redirect, or otherwise modify any such telephone number or facsimile number during the pendency of any such transfer.
2.3 Domain Names. Without limiting the generality of Section 2.1, Assignor hereby sells, assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to all domain names and associated domain name registrations listed on Schedule A, Part III, including all registrar accounts, account credentials, and administrative access associated therewith. Assignor shall cooperate fully with Assignee and all applicable domain name registrars, including but not limited to Adriatic & Co., Strathmore Software, and any other registrar with which Assignor maintains domain name registrations, to effectuate the transfer of such domain name registrations to Assignee or Assignee's designated registrar account(s) promptly following the Effective Date and in no event later than fifteen (15) days after the Effective Date. Such cooperation shall include, without limitation, (i) unlocking all domain names for transfer, (ii) providing all applicable authorization codes, EPP codes, or transfer keys, (iii) approving all registrar transfer requests, (iv) providing all account login credentials, and (v) disabling any transfer locks, WHOIS privacy services, or other features that would impede or delay the transfer of any domain name registration. Assignor shall not, and shall cause its members, officers, employees, and agents not to, cancel, fail to renew, redirect, or otherwise modify any domain name registration during the pendency of any such transfer.
2.4 Social Media Accounts. Without limiting the generality of Section 2.1, Assignor hereby sells, assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to all social media accounts and handles listed on Schedule A, Part V, including all content posted or stored thereon, all follower and subscriber data to the extent transferable under the applicable platform's terms of service, and all administrative and editorial access credentials associated therewith. Assignor shall, promptly following the Effective Date and in no event later than five (5) Business Days after the Effective Date, provide to Assignee all credentials, passwords, two-factor authentication devices and recovery codes, and administrator access necessary for Assignee to assume full and exclusive control of such accounts. Assignor shall cooperate with Assignee in requesting and facilitating any ownership transfer processes required by the applicable social media platforms. Assignor shall not, and shall cause its members, officers, employees, and agents not to, post, modify, or delete any content on any such social media account from and after the Effective Date without the prior written consent of Assignee, except as may be expressly required under any Transition Services Agreement.
SECTION 3 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as of the Effective Date as follows:
3.1 Ownership. Assignor is the sole and exclusive owner of the entire right, title, and interest in and to the Assigned intellectual Property, free and clear of all Encumbrances, claims, licenses, sublicenses, options, rights of first refusal, and restrictions of any kind or nature whatsoever, other than Permitted Encumbrances (as defined in the APA), if any. No other Person owns or has any right, title, or interest in or to any of the Assigned intellectual Property, or any right to use, license, sublicense, or otherwise exploit any of the Assigned intellectual Property, except as expressly set forth in the Disclosure Schedules to the APA. Assignor has not granted any exclusive license with respect to any of the Assigned intellectual Property.
3.2 Validity and Enforceability. To Assignor's Knowledge (as defined in the APA), all registrations for trademarks, service marks, trade names, and domain names included in the Assigned intellectual Property are valid, subsisting, and in full force and effect, and have not been abandoned, cancelled, or expired. All registration and maintenance fees, renewal fees, annuity payments, and other payments due and owing with respect to any such registrations as of the Effective Date have been timely paid in full. Assignor has not taken any action, or failed to take any action, that would reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation, or unenforceability of any of the Assigned intellectual Property. To Assignor's Knowledge, all filings, recordations, and other actions necessary to maintain and protect the Assigned intellectual Property have been made and taken in a timely manner.
3.3 Non-Infringement. To Assignor's Knowledge: (a) the Assigned intellectual Property, and the use thereof in the conduct of the business of Assignor as currently conducted and as conducted during the three (3) years immediately preceding the Effective Date, does not infringe, misappropriate, dilute, or otherwise violate the intellectual property rights or other proprietary rights of any third party; and (b) no third party is currently infringing, misappropriating, diluting, or otherwise violating any of the Assigned intellectual Property. Assignor has not received any written notice, claim, demand, or allegation from any third party asserting that the Assigned intellectual Property or the use thereof infringes, misappropriates, or otherwise violates any intellectual property right of such third party, and no such claim has been threatened in writing.
3.4 No Litigation. There is no Action (as defined in the APA) pending, or to Assignor's Knowledge, threatened in writing, before any court, arbitral tribunal, administrative agency, or other governmental authority, (a) challenging the ownership, validity, registerability, or enforceability of any of the Assigned intellectual Property, (b) alleging any infringement, misappropriation, dilution, or other violation of any third party's intellectual property rights by Assignor's use of the Assigned intellectual Property, (c) seeking to limit or restrict Assignor's right to use, transfer, or assign any of the Assigned intellectual Property, or (d) otherwise relating to any of the Assigned intellectual Property. No such Action has been settled, adjudicated, or otherwise resolved during the three (3) years immediately preceding the Effective Date on terms that would impose any obligation or restriction on Assignee or on the Assigned intellectual Property following the consummation of the transactions contemplated hereby.
3.5 No Prior Assignment. Assignor has not previously assigned, transferred, conveyed, or otherwise disposed of any of the Assigned intellectual Property, or any interest therein, to any third party. Assignor has not previously granted any exclusive license or sublicense with respect to any of the Assigned intellectual Property to any third party. Assignor has not previously encumbered, pledged, hypothecated, or granted any security interest in any of the Assigned intellectual Property to any third party. No third party has any right, title, or interest in or to any of the Assigned intellectual Property, other than rights arising under non-exclusive licenses granted by Assignor in the ordinary course of business consistent with past practice, which non-exclusive licenses have been disclosed on the Disclosure Schedules to the APA. No Person other than Assignor has filed any application for registration of any trademark, service mark, or trade name that is included within the Assigned intellectual Property, and no Person other than Assignor is the registrant of record with respect to any domain name included within the Assigned intellectual Property.
3.6 Authority. Assignor has full limited liability company power and authority to execute, deliver, and perform this Agreement and to sell, assign, transfer, convey, and deliver the Assigned intellectual Property as contemplated herein. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of Assignor, including the approval of all members and managers required under the Operating Agreement of Assignor and under applicable Law. This Agreement has been duly executed and delivered by Assignor and constitutes the valid and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar Laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
3.7 No Conflict. The execution, delivery, and performance by Assignor of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certificate of formation, operating agreement, or other organizational documents of Assignor; (b) conflict with, result in a breach or violation of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any contract, lease, license, sublicense, franchise, permit, indenture, agreement, or instrument to which Assignor is a party or by which any of the Assigned intellectual Property is bound or affected; (c) result in the creation or imposition of any Encumbrance upon any of the Assigned intellectual Property; or (d) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Assignor or any of the Assigned intellectual Property.
SECTION 4 — FURTHER ASSURANCES
4.1 General Cooperation. Assignor shall, at any time and from time to time after the Effective Date, upon the reasonable request of Assignee and at Assignee's sole cost and expense (other than de minimis internal costs of Assignor), promptly execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, and confirmation, including short-form trademark assignment documents, copyright assignment documents, domain name transfer authorization forms, carrier authorization letters, and such other documents and instruments as Assignee may reasonably request, and shall take such other actions as Assignee may reasonably request, to more effectively transfer, convey, and assign the Assigned intellectual Property to Assignee, to confirm Assignee's right, title, and interest in and to the Assigned intellectual Property, and to enable Assignee to exercise and enforce its rights with respect thereto. Without limiting the generality of the foregoing, Assignor shall make available such of its officers, managers, employees, and agents as may be reasonably necessary to provide information and assistance in connection with such transfers and recordings. The obligations of Assignor under this Section 4.1 shall survive the Effective Date for a period of three (3) years.
4.2 Recordation. Assignor shall cooperate with Assignee, at Assignee's sole cost and expense, in preparing, executing, and filing or recording this Agreement, or any ancillary or short-form assignment documents, with the United States Patent and Trademark Office, the United States Copyright Office, any state secretary of state or department of state (including the New York Department of State and the Pennsylvania Department of State), any domain name registrar, Internet Corporation for Assigned Names and Numbers ("ICANN"), or any other governmental or quasi-governmental authority, as Assignee may deem necessary or advisable to perfect, evidence, or record the assignment of the Assigned intellectual Property contemplated by this Agreement. Assignor acknowledges that Assignee intends to record appropriate instruments of assignment with the United States Patent and Trademark Office with respect to any registered trademarks or service marks included within the Assigned intellectual Property and with the applicable state secretaries of state with respect to any state trade name registrations included within the Assigned intellectual Property, and Assignor shall execute and deliver such instruments in recordable form promptly upon the request of Assignee.
4.3 Power of Attorney. Assignor hereby irrevocably designates and appoints Assignee and its duly authorized officers, managers, and agents as Assignor's true and lawful agent and attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, with full power of substitution and resubstitution, to act in Assignor's name, place, and stead, and on Assignor's behalf, to execute and file any document, instrument, application, or certificate, and to take any and all other actions, that Assignee may deem necessary or advisable to effectuate the assignments and transfers contemplated by this Agreement, including, without limitation: (a) executing and filing applications for registration of trademarks, service marks, and copyrights; (b) executing and filing instruments of transfer, assignment, and conveyance with the United States Patent and Trademark Office, the United States Copyright Office, state trademark and trade name registries, domain name registrars, telecommunications carriers, and social media platforms; (c) executing and filing letters of agency, customer service records requests, and carrier authorization forms with telecommunications carriers; and (d) executing and delivering such other documents and instruments as may be necessary or desirable to vest in Assignee full right, title, and interest in and to the Assigned intellectual Property; provided, however, that Assignee shall exercise the foregoing power of attorney only if Assignor has failed to take the requested action within fifteen (15) Business Days following delivery of Assignee's written request to Assignor specifying the action to be taken. Assignee shall provide Assignor with prompt written notice of any action taken pursuant to this power of attorney.
SECTION 5 — CESSATION OF USE BY ASSIGNOR
5.1 discontinuation. From and after the Effective Date, Assignor shall immediately cease and permanently discontinue all use of the Assigned intellectual Property, including, without limitation, all use of the trade names "Lakewood Regional Health Partners," "Lakewood Health," "LRHP," and all variations, derivations, abbreviations, and acronyms thereof, in any form and in any medium, whether in connection with the provision of healthcare services, marketing, advertising, correspondence, signage, stationery, business cards, uniforms, promotional materials, website content, social media, or otherwise. Notwithstanding the foregoing, Assignor may continue to use the Assigned intellectual Property solely to the limited extent expressly permitted under the Transition Services Agreement dated as of the Effective Date by and between Assignor and Assignee (the "TSA"), or any other ancillary agreement entered into in connection with the APA that expressly grants Assignor a limited, temporary right to use specified items of Assigned intellectual Property, and only for the duration and in the manner and for the purposes expressly specified therein. Upon the expiration or termination of any such permitted use under the TSA or other ancillary agreement, Assignor shall immediately cease all remaining use of the applicable Assigned intellectual Property and shall promptly destroy or deliver to Assignee, at Assignee's election, all materials bearing or embodying any of the Assigned intellectual Property then in Assignor's possession or control.
5.2 Name Change. Within thirty (30) calendar days following the Effective Date, Assignor shall file, or cause to be filed, all necessary articles of amendment, certificates of amendment, applications for authority, or other documents with the New York Department of State, the New York State Division of Corporations, and any other applicable governmental authority, to change Assignor's legal entity name from "Lakewood Regional Health Partners, LLC" to a name that does not include "Lakewood," "LRHP," or any word, phrase, abbreviation, or combination that is confusingly similar thereto. In addition, Assignor shall, within such thirty (30) day period, file or cause to be filed all necessary applications, certificates, or other documents to cancel, withdraw, or amend any and all assumed name certificates, fictitious business name statements, certificates of assumed name, or "doing business as" registrations filed with any county clerk, state agency, or other governmental authority in the State of New York, the Commonwealth of Pennsylvania, or any other jurisdiction, to the extent that such registrations include the name "Lakewood," "LRHP," or any confusingly similar variation thereof. Assignor shall provide to Assignee written evidence of each such filing, including file-stamped copies of all documents filed and any acknowledgments or confirmations received from the applicable governmental authority, promptly following receipt thereof and in no event later than forty-five (45) calendar days following the Effective Date.
SECTION 6 — MISCELLANEOUS
6.1 Relationship to APA. This Agreement is delivered pursuant to and in connection with the APA and is subject in all respects to the terms and conditions of the APA. This Agreement is one of the ancillary documents contemplated by Section 2.4(a)(vi) of the APA and is being delivered as a condition to the Closing thereunder. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the APA, the terms and provisions of the APA shall govern and control in all respects. Nothing contained in this Agreement shall be deemed to expand, limit, modify, supplement, or otherwise affect any representation, warranty, covenant, agreement, or indemnification obligation of either Party set forth in the APA. Without limiting the generality of the foregoing, the representations and warranties of Assignor set forth in Section 3 of this Agreement are made solely for the purposes of this Agreement and the recordation of the assignment contemplated hereby, and shall not be deemed to expand or modify the representations and warranties of Assignor set forth in Article IV of the APA. Any claim for breach of any representation, warranty, covenant, or agreement contained herein shall be subject to, and governed by, the indemnification provisions and limitations set forth in Article IX of the APA.
6.2 No Additional Representations. Except as expressly set forth in Section 3 of this Agreement, neither Party makes any representation or warranty of any kind, whether express, implied, statutory, or otherwise, with respect to the Assigned intellectual Property, the transactions contemplated by this Agreement, or any other matter, and each Party hereby disclaims all other representations and warranties, whether express, implied, statutory, or otherwise. The representations and warranties of Assignor set forth in the APA, including, without limitation, those set forth in Section 4.11 thereof (Intellectual Property), are not limited, modified, supplemented, or otherwise affected by this Agreement.
6.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Assignee may, without the consent of Assignor, assign any or all of its rights and interests hereunder to (a) any Affiliate of Assignee, (b) any successor to all or substantially all of the assets or business of Assignee, whether by merger, consolidation, sale of assets, or otherwise, or (c) any lender or agent as collateral security in connection with any financing arrangement. No assignment shall relieve the assigning Party of any of its obligations hereunder.
6.4 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law 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 intended to be coextensive with, the governing law provision set forth in Section 11.8 of the APA.
6.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic mail in portable document format (.pdf), by DocuSign, Ashford Health IT, or other electronic signature platform, or by any other form of electronic transmission shall be effective as delivery of a manually executed original counterpart. Each Party agrees that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
6.6 Entire Agreement. This Agreement, together with the APA, the Disclosure Schedules and Exhibits thereto, and the other ancillary documents, instruments, and agreements delivered in connection with the APA (including the TSA, the Bill of Sale, and the Assignment and Assumption Agreement), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, commitments, offers, and understandings, whether written or oral, relating to such subject matter.
6.7 Amendment; Waiver. This Agreement may not be amended, modified, restated, or supplemented in any respect except by a written instrument duly executed by both Parties. No provision of this Agreement may be waived except by a written instrument duly executed by the Party against whom the waiver is to be effective. No waiver of any provision of this Agreement, and no consent to any departure from the terms of any provision of this Agreement, shall in any event constitute a waiver of, or consent to departure from, any other provision of this Agreement, whether or not similar, nor shall any such waiver or consent constitute a continuing waiver or consent unless specifically provided for in such writing. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
6.8 Notices. All notices, demands, requests, claims, consents, waivers, and other communications required or permitted to be given hereunder shall be in writing and shall be delivered in accordance with, and subject to the terms and conditions of, the notice provisions set forth in Section 11.2 of the APA, to the Parties at the addresses set forth in the preamble of this Agreement, with copies (which shall not constitute notice) to:
If to Assignee, with a copy to:
Calderwood & Harkness LLP 425 Lexington Avenue, 31st Floor New York, New York 10017
Attention: James Prentice, Esq.
Email: jprentice@calderwoodharkness.com
If to Assignor, with a copy to:
Whitfield, Ames & Greer LLP 780 Third Avenue, 22nd Floor New York, New York 10017
Attention: Catherine Greer, Esq.
Email: cgreer@whitfieldamesgreer.com
Either Party may change its address or the address of its counsel for purposes of notice by giving written notice of such change to the other Party in accordance with this Section 6.8 and Section 11.2 of the APA.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have caused this intellectual Property Assignment Agreement to be executed as of the date first written above by their respective duly authorized representatives.
ASSIGNOR:
LAKEWOOD REGIONAL HEALTH PARTNERS, LLC
By: ________
Name: Dr. Raymond Alcott
Title: Co-Managing Member
Date: ________
By: ________
Name: Dr. Nadia Petrosian
Title: Co-Managing Member
Date: ________
ASSIGNEE:
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Marcus Waverly
Title: Chief Executive Officer
Date: ________
SCHEDULE A
ASSIGNED INTELLECTUAL PROPERTY
Part I — Trade Names and Service Marks
The following trade names, service marks, trademarks, logos, and associated trade dress are included within the Assigned intellectual Property:
A. Primary Trade Names and Business Names
B. State Trademark Registrations
C. Federal Trademark Applications and Registrations
No federal trademark applications have been filed or are pending with the United States Patent and Trademark Office as of the Effective Date. All rights in the marks listed above are asserted as common-law rights and/or under the state registrations identified in Section B above.
D. Logos, Design Marks, and Trade Dress
The following logos and design marks are included within the Assigned intellectual Property:
1.  The "Lakewood Tree" logo, consisting of a stylized green deciduous tree with interlocking branches forming the outline of a medical cross, accompanied by the word "LAKEWOOD" in Avenir Next Bold typeface in navy blue (Pantone 289 C) and the words "REGIONAL HEALTH PARTNERS" in Avenir Next Regular typeface in medium gray (Pantone Cool Gray 9 C), as depicted on the Assignor's primary website, business cards, letterhead, and signage (all source files, vector files, and brand guidelines to be delivered to Assignee at Closing).
2.  The "LRHP" monogram mark, consisting of the letters "L," "R," "H," and "P" in a stacked configuration in Avenir Next Bold typeface in navy blue (Pantone 289 C), as used on Assignor's mobile application icon, social media profile images, and abbreviated correspondence.
3.  All trade dress associated with the foregoing marks, including the distinctive color scheme (navy blue, forest green, and white), typeface selections, and the overall look and feel of Assignor's clinic signage, patient-facing materials, and digital presence.
All original artwork, vector files (in Adobe Illustrator .ai and .eps formats), raster files (in .png and .jpg formats), brand guidelines, and style guides related to the foregoing logos, design marks, and trade dress shall be delivered to Assignee at Closing on an encrypted USB drive and via secure electronic transfer.
Part II — Copyrights
The following copyrighted works and categories of copyrighted works are included within the Assigned intellectual Property:
A. Patient Education Materials and Pamphlets
1.  "Understanding Your Primary Care Visit" — patient education pamphlet (English and Spanish versions), first published 2017, last revised March 2024.
2.  "Managing Chronic Conditions: A Patient's Guide" — patient education booklet (64 pages), first published 2018, last revised October 2023.
3.  "Preventive Care Screening Guidelines" — patient education pamphlet, first published 2019, last revised January 2025.
4.  "Your Telehealth Visit: What to Expect" — patient education pamphlet, first published April 2020, last revised September 2024.
5.  "Lakewood Health Pediatric Wellness Series" — series of twelve (12) pediatric patient education pamphlets, first published 2020–2022.
6.  "Behavioral Health Resource Guide for Patients and Families" — patient education booklet (48 pages), first published 2021, last revised June 2024.
7.  All other patient education materials, handouts, pamphlets, brochures, and informational flyers authored by or on behalf of Assignor, in all formats (print and digital).
B. Marketing and Advertising Content
1.  All print advertising materials, including newspaper and magazine advertisements, direct mail pieces, billboard designs, and event sponsorship materials, created by or on behalf of Assignor from 2015 to the Effective Date.
2.  All digital advertising materials, including banner advertisements, social media advertisements, pay-per-click advertisements, email marketing templates, and e-newsletter designs, created by or on behalf of Assignor from 2015 to the Effective Date.
3.  All video content, including television commercials, social media video content, patient testimonial videos (to the extent Assignor holds the applicable rights and releases), and promotional video content, created by or on behalf of Assignor from 2015 to the Effective Date.
4.  All photographic content, including professional photographs of clinic locations, staff portraits, and stock photography licensed on a perpetual, transferable basis by or on behalf of Assignor, to the extent such licenses are transferable.
5.  All radio advertising scripts and audio recordings created by or on behalf of Assignor from 2015 to the Effective Date.
C. Website Content
1.  All text, copy, graphics, photographs, images, illustrations, icons, audiovisual content, and other content displayed on or available through Assignor's websites at www.lakewoodregionalhealth.com, www.lakewoodhealth.org, and all related subdomains and landing pages, as of the Effective Date.
2.  All underlying source code, HTML, CSS, JavaScript, and other code authored by or on behalf of Assignor for the design and functionality of such websites, to the extent owned by Assignor and not subject to third-party licenses.
3.  All blog posts, articles, and news items published on such websites.
D. Clinical Protocol Manuals and Internal Training Materials
1.  "Lakewood Health Clinical Operations Manual" — internal operations manual (approximately 320 pages), covering clinical protocols, workflows, and standard operating procedures across all service lines, first created 2016, last revised February 2025.
2.  "LRHP New Employee Orientation Guide" — internal training manual (approximately 95 pages), first created 2016, last revised August 2024.
3.  "Lakewood Health Quality Assurance and Compliance Training Modules" — series of internal training modules (12 modules), first created 2018, last revised April 2025.
4.  "Lakewood Health Telehealth Standard Operating Procedures" — internal manual (approximately 45 pages), first created April 2020, last revised November 2024.
5.  All other internal training materials, standard operating procedure documents, clinical pathway documents, and quality improvement materials authored by or on behalf of Assignor.
E. Copyright Registration Status
No federal copyright registrations with the United States Copyright Office are known to exist with respect to any of the foregoing works. All copyright rights in the foregoing works are asserted under common law and the Copyright Act of 1976, as amended (17 U.S.C. § 101 et seq.), without registration.
Part III — Domain Names
The following domain names and associated registrations are included within the Assigned intellectual Property:
All registrar account credentials, including Severin Health IT account login (Account No. LRHP-GD-2015) and Namecheap account login (Account No. LRHP-NC-2020), shall be delivered to Assignee at Closing.
Part IV — Telephone and Facsimile Numbers
The following telephone numbers and facsimile numbers used in the operation of Assignor's business at each clinic location are included within the Assigned intellectual Property:
A. Rochester Main Office — 450 East Ridge Road, Rochester, NY 14621
B. Brighton Office — 2100 South Clinton Avenue, Suite 210, Rochester, NY 14618
C. Henrietta Office — 875 Jefferson Road, Suite 120, Rochester, NY 14623
D. Syracuse Office — 310 East Fayette Street, Suite 400, Syracuse, NY 13202
E. Utica Office — 1650 Champlin Avenue, Suite B, Utica, NY 13502
F. Binghamtonhamton Office — 49 Court Street, Suite 202, Binghamtonhamton, NY 13901
G. Ithaca Office — 120 East Green Street, Suite 305, Ithaca, NY 14850
H. Albany Office — 677 Broadway, Suite 510, Albany, NY 12207
I. Scranton Office — 340 Adams Avenue, Suite 150, Scranton, PA 18503
J. Wilkes-Barre Office — 88 North Franklin Street, Suite 210, Wilkes-Barre, PA 18701
K. Towanda Office — 215 Main Street, Suite 3, Towanda, PA 18848
L. Toll-Free Numbers (Centralized)
Part V — Social Media Accounts
The following social media accounts and handles are included within the Assigned intellectual Property:
All account credentials, passwords, two-factor authentication recovery codes, and administrator access information for the foregoing accounts shall be delivered to Assignee at Closing in a secure, encrypted format.
Part VI — Other intellectual Property
The following additional categories of intellectual property are included within the Assigned intellectual Property:
A. Proprietary Clinical Workflow Documentation and Process Know-How
1.  All proprietary clinical workflow diagrams, process maps, and standard operating procedure documents developed by or on behalf of Assignor for use in the delivery of primary care, urgent care, behavioral health, telehealth, and other services across all eleven (11) clinic locations, including, without limitation, the "Lakewood Clinical Pathway Library" (a collection of over seventy-five (75) clinical pathway documents maintained in Aldermere Systems by Assignor's Quality Improvement department).
2.  All proprietary patient intake, triage, and clinical assessment protocols and associated documentation developed by or on behalf of Assignor.
3.  All proprietary scheduling optimization algorithms, resource allocation models, and workforce management methodologies developed by or on behalf of Assignor, to the extent such materials exist in documented form (whether in electronic or hard-copy format).
4.  All proprietary revenue cycle management processes, billing workflows, claims follow-up procedures, and denial management protocols developed by or on behalf of Assignor.
B. Patient Portal Branding and Design Elements
1.  All branding, logos, design elements, color schemes, custom graphics, user interface designs, and patient-facing content applied to, displayed on, or accessible through the patient-facing portal operated by Assignor, to the extent such materials are owned by Assignor and are not proprietary to or licensed under the Clearpath EHR platform pursuant to License Agreement No. CP-ENT-2022-0487 between Assignor and Clearpath Health Technologies, Inc. (the "Clearpath License Agreement").
2.  For the avoidance of doubt, the underlying software code, platform architecture, database schemas, and technology infrastructure of the Clearpath EHR patient portal are not included within the Assigned intellectual Property and remain the exclusive property of Clearpath Health Technologies, Inc. pursuant to the Clearpath License Agreement. Only the "look and feel" overlay, branded visual elements, and custom content layers owned by Assignor are assigned hereunder.
C. Marketing Databases and Patient Communication Templates
1.  All marketing databases, email subscriber lists, mailing lists, and patient communication preference data maintained by Assignor in connection with its marketing and patient engagement activities, to the extent the transfer of such databases and lists is permitted under applicable Law, including the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the CAN-SPAM Act of 2003.
2.  All patient communication templates, including appointment reminder templates, recall and reactivation templates, patient satisfaction survey templates, and wellness campaign templates, in all formats (email, SMS, direct mail, and telephone script).
3.  All newsletter templates, email campaign designs, and drip campaign sequences maintained in Assignor's marketing automation platform(s).
D. Goodwill
All goodwill of the business associated with, symbolized by, appurtenant to, or arising from the use of each of the foregoing items of Assigned intellectual Property listed in this Part VI, including all customer relationships, patient loyalty, brand recognition, and reputational value associated therewith.
End of Schedule A
No. | Name | Type | Status | Jurisdiction | Registration / Filing No. | Filing Date
1 | Lakewood Regional Health Partners | Primary trade name / entity name | Active | New York (DOS) | LLC Filing No. 150916001247 | September 16, 2015
2 | Lakewood Health | d/b/a (assumed name) | Active | Monroe County, NY | Certificate No. 2016-003412 | March 8, 2016
3 | Lakewood Health | d/b/a (assumed name) | Active | Onondaga County, NY | Certificate No. 2017-001887 | February 14, 2017
4 | Lakewood Health | d/b/a (assumed name) | Active | Lackawanna County, PA | Fictitious Name Registration No. 2018-04521 | June 22, 2018
5 | LRHP | d/b/a (assumed name) / Abbreviation | Active | Monroe County, NY | Certificate No. 2016-003413 | March 8, 2016
6 | Lakewood Health | d/b/a (assumed name) | Active | Broome County, NY | Certificate No. 2019-002105 | April 3, 2019
7 | Lakewood Health | d/b/a (assumed name) | Active | Tompkins County, NY | Certificate No. 2019-002734 | May 15, 2019
8 | Lakewood Health | d/b/a (assumed name) | Active | Oneida County, NY | Certificate No. 2018-004290 | August 10, 2018
9 | Lakewood Health | d/b/a (assumed name) | Active | Albany County, NY | Certificate No. 2020-001456 | January 22, 2020
10 | Lakewood Health | d/b/a (assumed name) | Active | Luzerne County, PA | Fictitious Name Registration No. 2019-07834 | September 9, 2019
11 | Lakewood Health | d/b/a (assumed name) | Active | Bradford County, PA | Fictitious Name Registration No. 2020-01287 | March 18, 2020
No. | Mark | Type | Status | Jurisdiction | Registration No. | Registration Date | Renewal Date
1 | LAKEWOOD REGIONAL HEALTH PARTNERS (word mark) | Service Mark | Registered | New York | SM-2016-0078234 | November 14, 2016 | November 14, 2026
2 | LAKEWOOD HEALTH (word mark) | Service Mark | Registered | New York | SM-2017-0023198 | April 28, 2017 | April 28, 2027
3 | LRHP (stylized) and Design | Service Mark | Registered | New York | SM-2017-0023199 | April 28, 2017 | April 28, 2027
4 | LAKEWOOD HEALTH (word mark) | Service Mark | Registered | Pennsylvania | TSM-89412 | January 9, 2019 | January 9, 2029
No. | Domain Name | Registrar | Registration Date | Expiration Date | Auto-Renew
1 | lakewoodregionalhealth.com | Adriatic & Co. | October 5, 2015 | October 5, 2026 | Yes
2 | lakewoodregionalhealth.org | Adriatic & Co. | October 5, 2015 | October 5, 2026 | Yes
3 | lakewoodregionalhealth.net | Adriatic & Co. | October 5, 2015 | October 5, 2026 | Yes
4 | lakewoodhealth.com | Adriatic & Co. | March 12, 2016 | March 12, 2027 | Yes
5 | lakewoodhealth.org | Adriatic & Co. | March 12, 2016 | March 12, 2027 | Yes
6 | lakewoodhealth.net | Adriatic & Co. | March 12, 2016 | March 12, 2027 | Yes
7 | lakewoodhealth.health | Strathmore Software | September 1, 2020 | September 1, 2025 | Yes
8 | lrhp.com | Adriatic & Co. | January 18, 2016 | January 18, 2027 | Yes
9 | lrhp.org | Adriatic & Co. | January 18, 2016 | January 18, 2027 | Yes
10 | lrhp.net | Adriatic & Co. | January 18, 2016 | January 18, 2027 | Yes
11 | lrhp.health | Strathmore Software | September 1, 2020 | September 1, 2025 | Yes
12 | lakewoodhealthpartners.com | Adriatic & Co. | November 22, 2015 | November 22, 2026 | Yes
13 | lakewoodhealthpartners.org | Adriatic & Co. | November 22, 2015 | November 22, 2026 | Yes
14 | lakewoodhealthny.com | Adriatic & Co. | February 3, 2017 | February 3, 2027 | Yes
15 | lakewoodhealthpa.com | Adriatic & Co. | June 15, 2018 | June 15, 2026 | Yes
16 | mylakewoodhealth.com | Adriatic & Co. | August 7, 2019 | August 7, 2026 | Yes
17 | lakewoodhealthportal.com | Adriatic & Co. | January 10, 2020 | January 10, 2026 | Yes
18 | lakewoodtelehealth.com | Strathmore Software | April 2, 2020 | April 2, 2026 | Yes
No. | Number | Type | Use | Carrier
1 | (585) 512-4000 | Landline | Main reception / switchboard | Ridgeline Partners LLC
2 | (585) 512-4001 | Landline | Patient scheduling | Ridgeline Partners LLC
3 | (585) 512-4002 | Landline | Billing and insurance inquiries | Ridgeline Partners LLC
4 | (585) 512-4010 | Fax | General fax — reception | Ridgeline Partners LLC
5 | (585) 512-4011 | Fax | Medical records fax | Ridgeline Partners LLC
6 | (585) 512-4012 | Fax | Referrals fax | Ridgeline Partners LLC
No. | Number | Type | Use | Carrier
7 | (585) 512-4100 | Landline | Main reception | Ridgeline Partners LLC
8 | (585) 512-4101 | Landline | Patient scheduling | Ridgeline Partners LLC
9 | (585) 512-4110 | Fax | General fax | Ridgeline Partners LLC
No. | Number | Type | Use | Carrier
10 | (585) 512-4200 | Landline | Main reception | Ridgeline Partners LLC
11 | (585) 512-4201 | Landline | Patient scheduling | Ridgeline Partners LLC
12 | (585) 512-4210 | Fax | General fax | Ridgeline Partners LLC
No. | Number | Type | Use | Carrier
13 | (315) 708-3300 | Landline | Main reception | Pemberton & Co.
14 | (315) 708-3301 | Landline | Patient scheduling | Pemberton & Co.
15 | (315) 708-3310 | Fax | General fax | Pemberton & Co.
No. | Number | Type | Use | Carrier
16 | (315) 708-3400 | Landline | Main reception | Pemberton & Co.
17 | (315) 708-3401 | Landline | Patient scheduling | Pemberton & Co.
18 | (315) 708-3410 | Fax | General fax | Pemberton & Co.
No. | Number | Type | Use | Carrier
19 | (607) 231-5500 | Landline | Main reception | Harborline Industries
20 | (607) 231-5501 | Landline | Patient scheduling | Harborline Industries
21 | (607) 231-5510 | Fax | General fax | Harborline Industries
No. | Number | Type | Use | Carrier
22 | (607) 231-5600 | Landline | Main reception | Harborline Industries
23 | (607) 231-5601 | Landline | Patient scheduling | Harborline Industries
24 | (607) 231-5610 | Fax | General fax | Harborline Industries
No. | Number | Type | Use | Carrier
25 | (518) 389-7700 | Landline | Main reception | Harborline Industries
26 | (518) 389-7701 | Landline | Patient scheduling | Harborline Industries
27 | (518) 389-7710 | Fax | General fax | Harborline Industries
No. | Number | Type | Use | Carrier
28 | (570) 614-2200 | Landline | Main reception | Ridgeline Partners LLC
29 | (570) 614-2201 | Landline | Patient scheduling | Ridgeline Partners LLC
30 | (570) 614-2210 | Fax | General fax | Ridgeline Partners LLC
No. | Number | Type | Use | Carrier
31 | (570) 614-2300 | Landline | Main reception | Ridgeline Partners LLC
32 | (570) 614-2301 | Landline | Patient scheduling | Ridgeline Partners LLC
33 | (570) 614-2310 | Fax | General fax | Ridgeline Partners LLC
No. | Number | Type | Use | Carrier
34 | (570) 614-2400 | Landline | Main reception | Ridgeline Partners LLC
35 | (570) 614-2401 | Landline | Patient scheduling | Ridgeline Partners LLC
36 | (570) 614-2410 | Fax | General fax | Ridgeline Partners LLC
No. | Number | Type | Use | Carrier
37 | (800) 555-LRHP (5747) | Toll-free | General patient information / appointment scheduling | Harborline Industries
38 | (888) 512-4000 | Toll-free | Patient billing inquiries | Harborline Industries
39 | (877) 708-3300 | Toll-free | Nurse advice line / after-hours triage | Harborline Industries
No. | Platform | Account Name / Handle | URL | Account Type
1 | Kestrel Services Inc. | Lakewood Regional Health Partners | https://www.Kestrel Services Inc..com/LakewoodRegionalHealth | Business Page
2 | Kestrel Services Inc. | Lakewood Health — Rochester | https://www.Kestrel Services Inc..com/LakewoodHealthROC | Business Page (location)
3 | Kestrel Services Inc. | Lakewood Health — Syracuse | https://www.Kestrel Services Inc..com/LakewoodHealthSYR | Business Page (location)
4 | Kestrel Services Inc. | Lakewood Health — Albany | https://www.Kestrel Services Inc..com/LakewoodHealthALB | Business Page (location)
5 | Northpoint Services Inc. | @lakewoodhealth | https://www.Northpoint Services Inc..com/lakewoodhealth | Business Account
6 | Northpoint Services Inc. | @lakewoodhealthroc | https://www.Northpoint Services Inc..com/lakewoodhealthroc | Business Account
7 | Westmark Health IT | Lakewood Regional Health Partners, LLC | https://www.Westmark Health IT.com/company/lakewood-regional-health-partners | Company Page
8 | X (Fenmore Solutions) | @LakewoodHealth | https://x.com/LakewoodHealth | Business Account
9 | Crowne Albany Partners LLC | Lakewood Health | https://www.Crowne Albany Partners LLC.com/@LakewoodHealth | Brand Channel
10 | Severin Industries Business Profile | Lakewood Regional Health Partners — Rochester Main | (Severin Industries Maps / GBP listing) | Business Profile
11 | Severin Industries Business Profile | Lakewood Health — Brighton | (Severin Industries Maps / GBP listing) | Business Profile
12 | Severin Industries Business Profile | Lakewood Health — Henrietta | (Severin Industries Maps / GBP listing) | Business Profile
13 | Severin Industries Business Profile | Lakewood Health — Syracuse | (Severin Industries Maps / GBP listing) | Business Profile
14 | Severin Industries Business Profile | Lakewood Health — Utica | (Severin Industries Maps / GBP listing) | Business Profile
15 | Severin Industries Business Profile | Lakewood Health — Binghamtonhamton | (Severin Industries Maps / GBP listing) | Business Profile
16 | Severin Industries Business Profile | Lakewood Health — Ithaca | (Severin Industries Maps / GBP listing) | Business Profile
17 | Severin Industries Business Profile | Lakewood Health — Albany | (Severin Industries Maps / GBP listing) | Business Profile
18 | Severin Industries Business Profile | Lakewood Health — Scranton | (Severin Industries Maps / GBP listing) | Business Profile
19 | Severin Industries Business Profile | Lakewood Health — Wilkes-Barre | (Severin Industries Maps / GBP listing) | Business Profile
20 | Severin Industries Business Profile | Lakewood Health — Towanda | (Severin Industries Maps / GBP listing) | Business Profile
21 | Dunmore & Co. | @lakewoodhealth | https://www.Dunmore & Co..com/@lakewoodhealth | Business Account
22 | Nextdoor | Lakewood Regional Health Partners | (Nextdoor Business listing) | Business Page

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

RECITALS

ASSIGNOR:

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC

ASSIGNEE:

CRESTLINE PACKAGING SOLUTIONS LLC

SCHEDULE A

ASSIGNED INTELLECTUAL PROPERTY

Record

Parties

Dates

Amounts