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PURCHASE PRICE ADJUSTMENT ESCROW AGREEMENT

dated as of August 15, 2025

among

CRESTLINE PACKAGING SOLUTIONS LLC, as Buyer,

LAKEWOOD REGIONAL HEALTH PARTNERS, LLC, as Seller,

and

APEX TITLE & ESCROW SERVICES, LLC, as Escrow Agent

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This PURCHASE PRICE ADJUSTMENT ESCROW AGREEMENT (this "Agreement") is made and entered into as of August 15, 2025 (the "Closing Date"), by and among:

(i) Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), with its principal office located at 8400 Scioto Darby Road, Suite 300, Columbus, OH 43228;

(ii) Lakewood Regional Health Partners, LLC, a New York limited liability company ("Seller"), with its principal office located at 450 East Ridge Road, Rochester, NY 14621; and

(iii) Apex Title & Escrow Services, LLC, a New York limited liability company ("Escrow Agent"), with its principal office located at 1 Penn Plaza, Suite 4210, New York, NY 10119.

Buyer, Seller, and Escrow Agent are each referred to individually herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Buyer and Seller entered into that certain Asset Purchase Agreement, dated as of June 16, 2025 (as amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), pursuant to which Buyer agreed to acquire substantially all of the assets of Seller used in connection with, or related to, Seller's business operations, for an aggregate purchase price of One Hundred Forty Million Dollars ($140,000,000) (the "Purchase Price"), subject to adjustment as provided in the Purchase Agreement;

WHEREAS, the Purchase Agreement provides for a post-closing adjustment to the Purchase Price based on the determination of Closing Net Working Capital (as defined in the Purchase Agreement) relative to the Working Capital Target of Six Million Two Hundred Thousand Dollars ($6,200,000), subject to a collar of plus or minus Five Hundred Thousand Dollars ($500,000) (the "Working Capital Collar"), such that no adjustment shall be made if the Closing Net Working Capital falls within the range of Five Million Seven Hundred Thousand Dollars ($5,700,000) and Six Million Seven Hundred Thousand Dollars ($6,700,000);

WHEREAS, as a condition to the consummation of the transactions contemplated by the Purchase Agreement (the "Closing"), Buyer is required to deposit with the Escrow Agent the sum of Three Million Five Hundred Thousand Dollars ($3,500,000) (the "Purchase Price Adjustment Escrow Amount"), representing approximately two and one-half percent (2.5%) of the Purchase Price, to secure the payment obligations arising from the working capital true-up adjustment contemplated by Article II of the Purchase Agreement;

WHEREAS, the Parties desire to establish the terms, conditions, and procedures under which the Escrow Agent will hold, invest, and disburse the Purchase Price Adjustment Escrow Amount and all earnings thereon in accordance with this Agreement;

WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds deposited with it in accordance with the terms and conditions of this Agreement; and

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

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

ARTICLE 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

Section 1.1 "Agreed Claim" means a claim for disbursement from the Escrow Fund as to which no Notice of Dispute has been timely delivered within the applicable Objection Period. For the avoidance of doubt, a claim shall be deemed an Agreed Claim upon the expiration of the Objection Period if no Notice of Dispute has been received by the Escrow Agent prior to such expiration.

Section 1.2 "Business Day" means any day other than (a) a Saturday or Sunday or (b) a day on which commercial banking institutions in New York, New York are authorized or obligated by applicable law or executive order to close or are otherwise generally closed.

Section 1.3 "Closing Net Working Capital" shall have the meaning ascribed to such term in Section 2.5(a) of the Purchase Agreement, and shall be calculated in accordance with the principles, policies, methodologies, and procedures set forth on Schedule 2.5 of the Purchase Agreement.

Section 1.4 "Disputed Claim" means a claim for disbursement from the Escrow Fund as to which a timely Notice of Dispute has been delivered by either Buyer or Seller within the applicable Objection Period.

Section 1.5 "Escrow Account" means the segregated, interest-bearing trust or escrow account established and maintained by the Escrow Agent at Ironclad National Bank pursuant to Section 2.1 of this Agreement.

Section 1.6 "Escrow Agent Fee" means the fees payable to the Escrow Agent for its services hereunder, as more particularly described in Schedule A attached hereto and made a part hereof.

Section 1.7 "Escrow Earnings" means all interest, dividends, distributions, and other income earned on or with respect to the Escrow Fund from time to time, including any proceeds from the sale, maturity, or liquidation of Permitted Investments, net of any investment losses.

Section 1.8 "Escrow Fund" means, at any time, the aggregate amount held in the Escrow Account, consisting of the Purchase Price Adjustment Escrow Amount together with all Escrow Earnings, less any amounts previously disbursed from the Escrow Account in accordance with the terms of this Agreement.

Section 1.9 "Final Determination" shall have the meaning set forth in Section 3.3 of this Agreement and shall refer to the final and binding calculation of Closing Net Working Capital achieved in accordance with Article II of the Purchase Agreement.

Section 1.10 "Independent Accounting Firm" means the independent accounting firm designated pursuant to Section 2.5(d) of the Purchase Agreement to serve as the final arbiter of any dispute regarding the calculation of Closing Net Working Capital, which as of the date hereof is Veltrian & Whitmore LLP, or such other nationally recognized accounting firm as may be selected in accordance with the Purchase Agreement.

Section 1.11 "Joint Written Instructions" means a written instruction, substantially in the form attached hereto as Exhibit A, executed by an authorized representative of each of Buyer and Seller, directing the Escrow Agent to disburse funds from the Escrow Account as specified therein.

Section 1.12 "Notice of Dispute" means a written notice delivered by either Buyer or Seller to the Escrow Agent and the other Party, clearly marked as a "Notice of Dispute" and objecting to a proposed disbursement from the Escrow Fund, specifying in reasonable detail the basis for such objection and the amount in dispute.

Section 1.13 "Objection Period" means the period of five (5) Business Days immediately following receipt by the non-requesting Party of a copy of any disbursement request submitted by the other Party to the Escrow Agent.

Section 1.14 "Permitted Investments" shall have the meaning set forth in Section 2.3 of this Agreement.

Section 1.15 "Purchase Agreement" means the Asset Purchase Agreement, dated as of June 16, 2025, by and between Buyer and Seller, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.

Section 1.16 "True-Up Deadline" means November 13, 2025, which is the date that is ninety (90) calendar days following the Closing Date, subject to extension as contemplated by Section 3.3 hereof in the event that the working capital dispute resolution process under the Purchase Agreement has not been completed by such date.

Section 1.17 "Working Capital Adjustment Amount" means the amount, if any, payable by Buyer to Seller or by Seller to Buyer (indirectly through disbursement from the Escrow Fund) pursuant to the working capital true-up provisions of Article II of the Purchase Agreement, calculated as the difference between Closing Net Working Capital and the Working Capital Target, subject to the application of the Working Capital Collar, all as determined in accordance with the methodology set forth in Section 2.5 of the Purchase Agreement.

Section 1.18 "Working Capital Collar" means the range of plus or minus Five Hundred Thousand Dollars ($500,000) relative to the Working Capital Target, such that no adjustment to the Purchase Price shall be required if the Closing Net Working Capital falls within the range of Five Million Seven Hundred Thousand Dollars ($5,700,000) and Six Million Seven Hundred Thousand Dollars ($6,700,000), inclusive.

Section 1.19 "Working Capital Target" means Six Million Two Hundred Thousand Dollars ($6,200,000).

Section 1.20 Cross-Reference. All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. In the event of any conflict between the definitions set forth in this Agreement and the definitions set forth in the Purchase Agreement, the definitions set forth in this Agreement shall control for purposes of this Agreement, except as otherwise expressly provided herein.

ARTICLE 2 — ESTABLISHMENT OF ESCROW

Section 2.1 — Deposit of Escrow Amount

(a) On the Closing Date, Buyer shall deposit, or cause to be deposited, by wire transfer of immediately available funds in United States dollars, the Purchase Price Adjustment Escrow Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) into the Escrow Account. Such deposit shall be made in accordance with the wire instructions set forth in Schedule B attached hereto and made a part hereof.

(b) The Escrow Account shall be established by the Escrow Agent as a segregated, interest-bearing trust or escrow account at Ironclad National Bank, 301 South Tryon Street, Charlotte, NC 28202, styled as follows: "Apex Title & Escrow Services, LLC, as Escrow Agent FBO Crestline Packaging Solutions LLC / Lakewood Regional Health Partners, LLC — Purchase Price Adjustment Escrow." The Escrow Agent shall maintain the Escrow Account separate and apart from its general assets and from all other escrow or trust accounts maintained by the Escrow Agent.

(c) The Escrow Agent shall confirm receipt of the Purchase Price Adjustment Escrow Amount in writing (which may be by electronic mail) to both Buyer and Seller within one (1) Business Day following the Escrow Agent's actual receipt of such funds in the Escrow Account.

(d) The wire instructions for the deposit of the Purchase Price Adjustment Escrow Amount into the Escrow Account shall be as set forth in Schedule B. The Escrow Agent shall promptly notify Buyer and Seller in writing if there is any change to such wire instructions.

(e) In the event that the Purchase Price Adjustment Escrow Amount is not received by the Escrow Agent on the Closing Date, the Escrow Agent shall promptly notify Buyer and Seller in writing (which may be by electronic mail) of such non-receipt, and the Escrow Agent shall have no obligation or liability with respect to the Escrow Fund until such time as the Purchase Price Adjustment Escrow Amount has been actually received and credited to the Escrow Account.

Section 2.2 — Ownership and Tax Treatment

(a) For all federal, state, and local income tax purposes, the Purchase Price Adjustment Escrow Amount (and all Escrow Earnings thereon) shall be treated as owned by Seller unless and until disbursed to Buyer in accordance with Article 3 of this Agreement. Seller shall report all Escrow Earnings as income on its applicable tax returns, and shall be solely responsible for the payment of any taxes attributable to Escrow Earnings, regardless of whether or when such Escrow Earnings are actually disbursed to Seller.

(b) Seller's taxpayer identification number (EIN: 46-5183294) shall be associated with the Escrow Account for all tax reporting purposes. The Escrow Agent shall report all Escrow Earnings under Seller's EIN on IRS Form 1099 (or any applicable successor form) and shall file such forms with the Internal Revenue Service and applicable state taxing authorities as required by law. The Escrow Agent shall furnish copies of all such forms to Seller and Buyer promptly following their filing.

(c) Neither Buyer nor Seller shall pledge, encumber, assign, hypothecate, or otherwise transfer or create any lien upon any interest in the Escrow Fund, except as expressly provided in this Agreement, and any purported pledge, encumbrance, assignment, hypothecation, transfer, or lien in violation of this Section 2.2(c) shall be null and void and of no force or effect.

(d) Upon a disbursement of any portion of the Escrow Fund to Buyer pursuant to this Agreement, such disbursement shall be treated for tax purposes as a reduction of the Purchase Price paid by Buyer to Seller, and the Parties shall report and treat such disbursement consistently for all tax purposes.

Section 2.3 — Investment of Escrow Fund

(a) Pending disbursement of the Escrow Fund in accordance with Article 3, the Escrow Agent shall invest and reinvest the Escrow Fund solely in "Permitted Investments," as directed in writing by Joint Written Instructions. "Permitted Investments" shall mean and include: (i) direct obligations of, or obligations the timely payment of principal of and interest on which are fully and unconditionally guaranteed by, the United States of America; (ii) money market mutual funds that are registered under the Investment Company Act of 1940, as amended, and that invest exclusively in obligations described in clause (i); (iii) certificates of deposit issued by any domestic commercial bank having capital and surplus in excess of $500,000,000; and (iv) such other investments as may be mutually agreed upon in writing by Buyer, Seller, and the Escrow Agent.

(b) In the absence of Joint Written Instructions specifying a particular Permitted Investment, the Escrow Agent shall invest the Escrow Fund in a money market fund investing solely in direct obligations of the United States government or agencies thereof, as selected by the Escrow Agent in its reasonable discretion.

(c) Neither Buyer nor Seller shall hold the Escrow Agent responsible or liable for any loss, depreciation, or diminution in value resulting from (i) the investment or reinvestment of the Escrow Fund in any Permitted Investment made in accordance with this Section 2.3, (ii) the liquidation of any Permitted Investment required to effect a disbursement in accordance with Article 3, or (iii) any market conditions, interest rate fluctuations, or other events beyond the reasonable control of the Escrow Agent.

(d) All Escrow Earnings shall become part of the Escrow Fund and shall be held, invested, and disbursed as part of the Escrow Fund in accordance with the terms of this Agreement, including Article 3.

(e) The Escrow Agent shall provide Buyer and Seller with monthly statements of the Escrow Account reflecting the balance of the Escrow Fund, all Permitted Investments held, all Escrow Earnings credited, and all disbursements made during the applicable period. Such statements shall be delivered within ten (10) Business Days following the end of each calendar month during which the Escrow Fund is maintained.

ARTICLE 3 — DISBURSEMENT OF ESCROW FUND

Section 3.1 — Disbursement upon Final Determination

Upon the occurrence of a Final Determination and the Escrow Agent's receipt of Joint Written Instructions (or other proper authorization as described in Section 3.2) setting forth the Closing Net Working Capital as finally determined and the resulting Working Capital Adjustment Amount, the Escrow Agent shall disburse the Escrow Fund in accordance with the following provisions:

(a) Seller Surplus (Closing Net Working Capital Exceeds Working Capital Target by More Than $500,000). If the Final Determination establishes that the Closing Net Working Capital exceeds the Working Capital Target by more than Five Hundred Thousand Dollars ($500,000) (i.e., the Closing Net Working Capital exceeds Six Million Seven Hundred Thousand Dollars ($6,700,000)), then:

(i) the Escrow Agent shall disburse to Seller an amount equal to the Working Capital Adjustment Amount (as calculated pursuant to the methodology set forth in Article II of the Purchase Agreement, being the amount by which the Closing Net Working Capital exceeds the Working Capital Target, subject to any adjustments provided for under the Purchase Agreement), together with all Escrow Earnings allocable to such amount; and

(ii) the Escrow Agent shall disburse the entire remaining balance of the Escrow Fund (including all remaining Escrow Earnings) to Seller.

For the avoidance of doubt, in a Seller Surplus scenario, the entire Escrow Fund shall be disbursed to Seller, and Buyer shall separately pay any additional Working Capital Adjustment Amount owed to Seller in excess of the Escrow Fund directly to Seller in accordance with the Purchase Agreement.

(b) Buyer Shortfall (Closing Net Working Capital is Less Than Working Capital Target by More Than $500,000). If the Final Determination establishes that the Closing Net Working Capital is less than the Working Capital Target by more than Five Hundred Thousand Dollars ($500,000) (i.e., the Closing Net Working Capital is less than Five Million Seven Hundred Thousand Dollars ($5,700,000)), then:

(i) the Escrow Agent shall disburse to Buyer an amount from the Escrow Fund equal to the Working Capital Adjustment Amount (as calculated pursuant to the methodology set forth in Article II of the Purchase Agreement, being the amount by which the Working Capital Target exceeds the Closing Net Working Capital, subject to any adjustments provided for under the Purchase Agreement); provided, however, that in no event shall the amount disbursed to Buyer exceed the then-current balance of the Escrow Fund; and

(ii) the Escrow Agent shall disburse the remaining balance of the Escrow Fund, if any (including all remaining Escrow Earnings), to Seller.

For the avoidance of doubt, if the Working Capital Adjustment Amount payable to Buyer exceeds the balance of the Escrow Fund, the Escrow Agent shall disburse the entire Escrow Fund to Buyer, and Seller shall be separately obligated to pay the excess directly to Buyer in accordance with the terms of the Purchase Agreement.

(c) Within the Working Capital Collar (Closing Net Working Capital Between $5,700,000 and $6,700,000). If the Final Determination establishes that the Closing Net Working Capital is equal to or greater than Five Million Seven Hundred Thousand Dollars ($5,700,000) and equal to or less than Six Million Seven Hundred Thousand Dollars ($6,700,000), then no Purchase Price adjustment shall be required, and the Escrow Agent shall disburse the entire Escrow Fund (including all Escrow Earnings) to Seller.

(d) Timing of Disbursement. In each of the scenarios described in Sections 3.1(a), 3.1(b), and 3.1(c) above, disbursement shall be made within five (5) Business Days following receipt by the Escrow Agent of (i) Joint Written Instructions certifying the Final Determination and specifying the calculation of the Working Capital Adjustment Amount, or (ii) a final, non-appealable order or written determination of the Independent Accounting Firm (accompanied by a certification from the Independent Accounting Firm that such determination is final, or accompanied by a written certification from either Buyer or Seller that such determination is final and binding in accordance with the Purchase Agreement), together with the calculation of the Working Capital Adjustment Amount resulting therefrom.

Section 3.2 — Disbursement Mechanics

(a) All disbursements from the Escrow Fund shall be made by wire transfer of immediately available funds in United States dollars to the respective accounts designated by Buyer and Seller as set forth in Schedule C (Buyer's Wire Instructions) and Schedule D (Seller's Wire Instructions) attached hereto and made a part hereof. Either Buyer or Seller may update its respective wire instructions by delivering written notice to the Escrow Agent and the other Party at least five (5) Business Days prior to the date of any anticipated disbursement, provided that the Escrow Agent shall be entitled to verify any such updated wire instructions by telephone callback or other reasonable means of authentication.

(b) The Escrow Agent shall act only upon, and shall be authorized and directed to make disbursements from the Escrow Fund solely upon receipt of, any of the following:

(i) Joint Written Instructions, substantially in the form of Exhibit A, executed by an authorized representative of each of Buyer and Seller;

(ii) a final, non-appealable order, judgment, or decree of a court of competent jurisdiction, accompanied by a legal opinion of counsel for the presenting Party (or such other evidence as the Escrow Agent may reasonably request) to the effect that such order, judgment, or decree is final and non-appealable; or

(iii) a written determination of the Independent Accounting Firm delivered in accordance with the dispute resolution procedures set forth in the Purchase Agreement, certified as final by both Buyer and Seller or accompanied by a certification from the Independent Accounting Firm that its determination is final and binding upon the parties to the Purchase Agreement.

(c) The Escrow Agent shall not be required to make any disbursement that would cause the balance of the Escrow Fund to be less than zero. In the event that a disbursement request would require a disbursement in excess of the then-available balance of the Escrow Fund, the Escrow Agent shall disburse only the amount then available in the Escrow Fund and shall promptly notify Buyer and Seller of such shortfall.

(d) The Escrow Agent shall have no obligation to verify the accuracy of any calculation of Closing Net Working Capital, the Working Capital Adjustment Amount, or any other amount set forth in any Joint Written Instructions, court order, or determination of the Independent Accounting Firm, and shall be fully entitled to rely upon the amounts stated therein without independent verification.

Section 3.3 — Final Determination Procedure

(a) The Parties acknowledge and agree that the determination of Closing Net Working Capital shall be made in accordance with the procedures set forth in Article II of the Purchase Agreement, which provide, in relevant part, for the following:

(i) Delivery of Closing Statement. Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a closing statement (the "Closing Statement") setting forth Buyer's good faith calculation of Closing Net Working Capital as of the Closing Date, prepared in accordance with the accounting principles, policies, and methodologies specified in the Purchase Agreement.

(ii) Seller's Right to Object. Seller shall have a period of thirty (30) days following receipt of the Closing Statement to review the Closing Statement and to deliver to Buyer a written notice of disagreement (a "Dispute Notice") specifying in reasonable detail those items or amounts on the Closing Statement as to which Seller disagrees, together with Seller's proposed adjustments. If Seller does not deliver a Dispute Notice within such thirty (30)-day period, the Closing Statement as delivered by Buyer shall be deemed final and binding upon the Parties.

(iii) Resolution by Negotiation. If Seller timely delivers a Dispute Notice, Buyer and Seller shall negotiate in good faith for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve all disputed items. Any items resolved by mutual agreement during such negotiation period shall be final and binding upon the Parties.

(iv) Referral to Independent Accounting Firm. If Buyer and Seller are unable to resolve all disputed items within the negotiation period, either Party may refer the remaining disputed items to the Independent Accounting Firm for final, binding determination. The Independent Accounting Firm shall render its determination within thirty (30) days (or such other period as may be specified in the Purchase Agreement) following referral, and such determination shall be final and binding upon the Parties, absent manifest error.

(b) "Final Determination" for purposes of this Agreement means the earliest to occur of the following:

(i) mutual written agreement of Buyer and Seller on the Closing Net Working Capital, as evidenced by Joint Written Instructions delivered to the Escrow Agent;

(ii) expiration of Seller's thirty (30)-day objection period under the Purchase Agreement without delivery of a Dispute Notice, whereupon the Closing Statement as prepared by Buyer shall be deemed final and binding; or

(iii) delivery of the Independent Accounting Firm's final written determination of the Closing Net Working Capital in accordance with the dispute resolution procedures set forth in the Purchase Agreement.

(c) The Parties acknowledge that the True-Up Deadline of November 13, 2025 is a target date for the completion of the working capital true-up process and the disbursement of the Escrow Fund. Notwithstanding the foregoing, if the working capital dispute resolution process under the Purchase Agreement extends beyond the True-Up Deadline (whether because of the pendency of Seller's objection period, ongoing negotiations between the Parties, or referral of disputed items to the Independent Accounting Firm), the Escrow Fund shall remain intact and the Escrow Agent shall continue to hold, invest, and maintain the Escrow Fund in accordance with the terms of this Agreement until such time as disbursement is authorized pursuant to this Article 3. The Escrow Agent shall have no liability or responsibility for any delay in the resolution of the working capital adjustment or in the achievement of a Final Determination.

Section 3.4 — Disputed Amounts

(a) If the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the disbursement of all or any portion of the Escrow Fund, or if the Escrow Agent receives a Notice of Dispute from either Buyer or Seller within the applicable Objection Period, the Escrow Agent shall hold the disputed portion of the Escrow Fund without disbursement and shall not take any action with respect to such disputed portion until the Escrow Agent receives:

(i) Joint Written Instructions from Buyer and Seller directing the disposition of such disputed portion;

(ii) a final written determination of the Independent Accounting Firm resolving the dispute, certified as final in accordance with the Purchase Agreement; or

(iii) a final, non-appealable order, judgment, or decree of a court of competent jurisdiction directing the disposition of such disputed portion.

(b) Notwithstanding the foregoing, any undisputed portion of the Escrow Fund (i.e., any amount as to which Buyer and Seller are in agreement) may be disbursed by the Escrow Agent in accordance with Joint Written Instructions at any time, without regard to the pendency of any dispute with respect to the remaining portion of the Escrow Fund.

(c) The Escrow Agent shall not be deemed to have knowledge of any dispute between Buyer and Seller unless and until the Escrow Agent receives a written Notice of Dispute in accordance with the notice provisions of Section 6.1 of this Agreement.

Section 3.5 — Tax Withholding

(a) The Escrow Agent shall be entitled to deduct and withhold from any amount otherwise disbursable from the Escrow Fund such amounts as are required to be deducted or withheld under any provision of federal, state, local, or foreign tax law, including backup withholding under Section 3406 of the Internal Revenue Code of 1986, as amended (the "Code"). To the extent that amounts are so withheld and paid over to the applicable governmental authority, such withheld amounts shall be treated for all purposes of this Agreement as having been disbursed to the Party in respect of which such deduction and withholding was made.

(b) Each of Buyer and Seller shall provide the Escrow Agent with a completed and duly executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) (or IRS Form W-8BEN, W-8BEN-E, or other applicable W-8 series form, as appropriate) prior to or contemporaneously with the execution of this Agreement on the Closing Date. Such forms are attached hereto as Exhibit B. If any such form becomes obsolete or inaccurate after the date of delivery, the applicable Party shall promptly provide the Escrow Agent with an updated form.

(c) In the event that a Party fails to provide the Escrow Agent with a completed and valid IRS Form W-9 (or applicable W-8 form) and, as a result thereof, backup withholding or other withholding is imposed on any disbursement from the Escrow Fund, the Escrow Agent shall not be liable for any such withholding, and the affected Party shall be solely responsible for obtaining any refund or credit of any amounts so withheld.

ARTICLE 4 — DUTIES, RIGHTS, AND PROTECTIONS OF ESCROW AGENT

Section 4.1 — Duties of Escrow Agent

(a) The Escrow Agent hereby undertakes to perform only those duties and obligations expressly set forth in this Agreement, and no implied duties, covenants, or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by any agreement between Buyer and Seller (including, without limitation, the Purchase Agreement) except as expressly set forth herein, and the Escrow Agent shall have no duty to inquire into or determine the validity, accuracy, or completeness of any instruction, notice, certificate, or other document delivered to it hereunder.

(b) The Escrow Agent acts hereunder as a stakeholder only and shall have no interest in the Escrow Fund. The Escrow Agent shall not be required to invest any of its own funds in connection with its duties hereunder.

(c) The Escrow Agent shall not be required to institute or defend any action or legal proceeding involving the Escrow Fund or any matter arising out of or in connection with this Agreement unless the Escrow Agent has been indemnified to its reasonable satisfaction by Buyer and Seller (or either of them) against any and all losses, costs, liabilities, and expenses (including reasonable attorneys' fees and disbursements) that may be incurred by the Escrow Agent in connection therewith. Nothing in this Section 4.1(c) shall preclude the Escrow Agent from filing an interpleader action in accordance with Section 4.7.

(d) The Escrow Agent shall not be responsible for, and shall not be under any obligation to monitor or enforce, the terms or conditions of the Purchase Agreement or any other agreement between or among Buyer and Seller. The Escrow Agent's sole responsibility is to hold, invest, and disburse the Escrow Fund in accordance with the express terms of this Agreement.

Section 4.2 — Reliance

(a) The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting in accordance with, any written notice, instruction, certificate, direction, request, waiver, consent, receipt, or other document or instrument (including any Joint Written Instructions) that the Escrow Agent in good faith believes to be genuine and to have been signed, executed, or delivered by the proper Person or Persons. The Escrow Agent shall have no duty to verify the identity or authority of any Person delivering any such notice, instruction, or other document, provided that the Escrow Agent has followed any verification procedures expressly set forth herein.

(b) The Escrow Agent may consult with and obtain advice from legal counsel (including its own in-house counsel), independent accountants, and other professionals or advisors selected by it, and shall not be liable for any action taken, suffered, or omitted by it in good faith in accordance with the advice of any such counsel, accountant, or advisor. The fees and expenses of any such counsel, accountant, or advisor engaged by the Escrow Agent shall be reimbursed by Buyer and Seller in accordance with Section 4.4.

(c) The Escrow Agent may rely upon any order, judgment, decree, certification, or determination of a court of competent jurisdiction or the Independent Accounting Firm and shall not be required to make any independent investigation into the facts or matters stated therein.

Section 4.3 — Limitation of Liability

(a) The Escrow Agent shall not be liable for any act or omission taken or suffered by it hereunder, except in the case of the Escrow Agent's own gross negligence, willful misconduct, or fraud, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The burden of proving gross negligence, willful misconduct, or fraud on the part of the Escrow Agent shall rest with the Party asserting such claim.

(b) In no event shall the Escrow Agent be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind whatsoever (including, without limitation, lost profits, lost revenues, loss of business opportunity, or diminution in value), regardless of the form of action and whether or not any such damages were foreseeable or whether the Escrow Agent was advised of the possibility thereof.

(c) The Escrow Agent shall not be liable for any loss, diminution in value, or damage to the Escrow Fund arising from (i) the investment of the Escrow Fund in Permitted Investments in accordance with Section 2.3, (ii) any market fluctuation, interest rate change, or decline in the value of any Permitted Investment, or (iii) any force majeure event, including but not limited to acts of God, war, terrorism, pandemic, epidemic, fire, flood, earthquake, strike, lockout, riot, civil commotion, governmental action, power failure, computer malfunction, or failure or interruption of communication facilities or systems.

(d) The Escrow Agent shall not be liable for any delays in the performance of its duties hereunder that are caused by conditions beyond the Escrow Agent's reasonable control, including but not limited to work stoppages, power or other mechanical failures, computer viruses, interruption of communications facilities, natural disasters, or governmental actions or orders.

(e) In no event shall the aggregate liability of the Escrow Agent under or in connection with this Agreement exceed the amount of the Escrow Agent Fees actually received by the Escrow Agent under this Agreement.

Section 4.4 — Indemnification of Escrow Agent

(a) Buyer and Seller, jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, managers, members, employees, agents, representatives, and affiliates (collectively, the "Escrow Agent Indemnitees") from and against any and all losses, liabilities, claims, actions, suits, proceedings, demands, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Losses") that may be incurred by or asserted against any Escrow Agent Indemnitee arising out of, in connection with, or relating to the Escrow Agent's acceptance of appointment as, or performance of its duties as, Escrow Agent under this Agreement or the Escrow Agent's compliance with any Joint Written Instructions, court order, or determination of the Independent Accounting Firm, except to the extent that such Losses are determined by a final, non-appealable judgment of a court of competent jurisdiction to have been caused by the Escrow Agent's gross negligence, willful misconduct, or fraud.

(b) As between Buyer and Seller, the indemnification obligations under this Section 4.4 shall be borne equally (fifty percent (50%) by Buyer and fifty percent (50%) by Seller), unless and until a Final Determination has been made that attributes the underlying obligation giving rise to such Losses to one Party, in which case such Party shall bear the full indemnification obligation with respect to such Losses.

(c) The indemnification obligations of Buyer and Seller under this Section 4.4 shall survive the resignation or removal of the Escrow Agent, the termination of this Agreement, and the disbursement of the Escrow Fund.

Section 4.5 — Resignation and Removal

(a) The Escrow Agent may resign from its duties and obligations hereunder at any time by giving not less than thirty (30) days' prior written notice of such resignation to each of Buyer and Seller. Such resignation shall become effective upon the appointment of a successor escrow agent in accordance with this Section 4.5 and the transfer of the Escrow Fund to such successor.

(b) Buyer and Seller may jointly remove the Escrow Agent at any time, with or without cause, by giving not less than thirty (30) days' prior written notice of such removal to the Escrow Agent, executed by authorized representatives of both Buyer and Seller.

(c) In the event of the Escrow Agent's resignation or removal, Buyer and Seller shall jointly appoint a successor escrow agent within thirty (30) days following the date of the notice of resignation or removal. The Escrow Agent shall transfer the Escrow Fund to such successor escrow agent upon receipt of Joint Written Instructions identifying the successor and providing wire transfer instructions for the transfer of the Escrow Fund.

(d) If Buyer and Seller fail to jointly appoint a successor escrow agent within thirty (30) days following the date of the notice of resignation or removal, the Escrow Agent shall have the right, in its sole discretion, to deposit the Escrow Fund with a court of competent jurisdiction (at the cost and expense of Buyer and Seller), and upon such deposit the Escrow Agent shall thereupon be fully discharged and released from all further duties, obligations, and liabilities under this Agreement.

(e) Upon the effective date of the Escrow Agent's resignation or removal and the transfer of the Escrow Fund to a successor escrow agent or deposit with a court of competent jurisdiction, the Escrow Agent shall be fully discharged and released from all further duties, obligations, and liabilities under this Agreement, except for any liability arising from the Escrow Agent's gross negligence, willful misconduct, or fraud occurring prior to such effective date, and except that the indemnification rights of the Escrow Agent under Section 4.4 shall survive such resignation or removal.

Section 4.6 — Escrow Agent Compensation

(a) The Escrow Agent shall be entitled to reasonable compensation for its services hereunder, as more particularly set forth in Schedule A attached hereto and made a part hereof. Such compensation shall include an initial acceptance and establishment fee payable upon execution of this Agreement, an annual administration fee (if the escrow extends beyond the initial ninety (90)-day term), wire transfer fees, and charges for any extraordinary services (including, without limitation, interpleader proceedings, responses to subpoenas, and litigation support).

(b) The Escrow Agent Fees shall be payable fifty percent (50%) by Buyer and fifty percent (50%) by Seller. The initial acceptance and establishment fee shall be due and payable upon execution of this Agreement. Any annual administration fee shall be due and payable on each anniversary of the Closing Date, if applicable. The Escrow Agent shall invoice Buyer and Seller for all fees, and payment shall be due within thirty (30) days of receipt of such invoice.

(c) The Escrow Agent Fees shall not be deducted from the Escrow Fund unless both Buyer and Seller fail to pay their respective shares of the Escrow Agent Fees within thirty (30) days following the date of the Escrow Agent's written invoice therefor. In the event of such non-payment, the Escrow Agent may, upon not less than ten (10) Business Days' prior written notice to Buyer and Seller, deduct the unpaid fees from the Escrow Fund, and the Party or Parties responsible for such non-payment shall promptly reimburse the Escrow Fund for the amount so deducted.

(d) The obligations of Buyer and Seller to pay the Escrow Agent Fees and to reimburse the Escrow Agent for its out-of-pocket costs and expenses shall survive the termination of this Agreement and the disbursement of the Escrow Fund.

Section 4.7 — Interpleader

In the event of any disagreement or dispute between Buyer and Seller (or between any Parties hereto) with respect to the disposition of the Escrow Fund, or if the Escrow Agent receives conflicting instructions from Buyer and Seller that cannot be resolved to the Escrow Agent's reasonable satisfaction, the Escrow Agent shall have the right, in its sole and absolute discretion, to (a) refrain from taking any action (other than to continue to hold the Escrow Fund) until the dispute is resolved, or (b) file an interpleader action in any state or federal court of competent jurisdiction located in the Borough of Manhattan, City of New York, State of New York, and deposit the Escrow Fund with such court. Upon the filing of such an interpleader action and the deposit of the Escrow Fund with the court, the Escrow Agent shall be fully and finally released and discharged from all obligations and liabilities under this Agreement with respect to the Escrow Fund so deposited. Buyer and Seller shall jointly and severally bear all costs of such interpleader action, including the Escrow Agent's reasonable attorneys' fees and court costs, except to the extent such costs are attributable to the Escrow Agent's gross negligence, willful misconduct, or fraud.

ARTICLE 5 — TERMINATION

Section 5.1 — Termination. This Agreement shall terminate upon the earliest to occur of the following:

(a) the disbursement of the entire Escrow Fund in accordance with Article 3 of this Agreement, at which time the Escrow Agent shall provide written confirmation of final disbursement to each of Buyer and Seller;

(b) the deposit of the Escrow Fund with a court of competent jurisdiction by the Escrow Agent pursuant to Section 4.5(d) or Section 4.7 of this Agreement; or

(c) the mutual written agreement of all three Parties (Buyer, Seller, and Escrow Agent) to terminate this Agreement, upon such terms and conditions as shall be set forth in such written agreement.

Section 5.2 — Survival. Notwithstanding the termination of this Agreement pursuant to Section 5.1, the following provisions shall survive such termination and shall continue in full force and effect: (a) Article 4 (Duties, Rights, and Protections of Escrow Agent), including, without limitation, the indemnification obligations set forth in Section 4.4; (b) Section 6.3 (Governing Law); (c) Section 6.4 (Dispute Resolution; Jurisdiction); and (d) Article 6 generally (General Provisions), to the extent necessary to give effect to the rights and obligations set forth therein.

ARTICLE 6 — GENERAL PROVISIONS

Section 6.1 — Notices

(a) All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given or made: (i) if delivered by hand, upon receipt; (ii) if sent by nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), one (1) Business Day after deposit with such courier service, with delivery charges prepaid; or (iii) if sent by electronic mail with a PDF attachment, upon transmission, provided that (A) the sender receives an electronic confirmation of receipt (including an automatically generated read receipt or a reply acknowledging receipt from the intended recipient), and (B) a copy of such notice is simultaneously sent by nationally recognized overnight courier service. No notice given by electronic mail alone (without the concurrent overnight courier copy) shall be effective unless confirmed as described in clause (iii) above.

(b) Notices shall be addressed to the Parties at the following addresses (or to such other address as any Party may designate by written notice to the other Parties in accordance with this Section 6.1):

If to Buyer:

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

Attention: Patricia Hsu, Chief Financial Officer

Email: phsu@crestlinepackaging.com

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

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

Attention: James Prentice

Email: jprentice@calderwoodharkness.com

If to Seller:

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

Attention: Gretchen Unger, Chief Operating Officer

Email: gunger@lakewoodrhp.com

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

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

Attention: Catherine Greer

Email: cgreer@whitfieldamesgreer.com

If to Escrow Agent:

Apex Title & Escrow Services, LLC 1 Penn Plaza, Suite 4210 New York, NY 10119

Attention: Denise Kowalski, Escrow Officer

Email: dkowalski@apextitleescrow.com

Section 6.2 — Amendments and Waivers

No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the three Parties (Buyer, Seller, and Escrow Agent). No waiver of any provision of this Agreement shall be construed as a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

Section 6.3 — 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-laws rules, provisions, or principles (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.

Section 6.4 — Dispute Resolution; Jurisdiction

(a) Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination, or validity hereof (other than the determination of Closing Net Working Capital, which shall be resolved exclusively in accordance with the dispute resolution procedures set forth in Article II of the Purchase Agreement), shall be submitted to the exclusive jurisdiction of the state courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, and any appellate courts having jurisdiction of appeals from any of the foregoing.

(b) Each Party hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of such courts for the purposes of any such dispute, controversy, or claim, (ii) waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (iii) waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

(c) WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW FUND, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 6.4(c).

Section 6.5 — Entire Agreement

This Agreement, together with the Purchase Agreement, the schedules and exhibits attached hereto (each of which is incorporated herein by reference and made a part hereof), and any Joint Written Instructions delivered pursuant hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, correspondence, and agreements (whether written or oral) among the Parties with respect to such subject matter.

Section 6.6 — Severability

If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.

Section 6.7 — Assignment

(a) Neither Buyer nor Seller may assign, transfer, or delegate its rights, interests, or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party (as between Buyer and Seller) and the Escrow Agent, and any attempted assignment, transfer, or delegation without such consent shall be null and void and of no force or effect; provided, however, that Buyer may, without the consent of Seller or the Escrow Agent (but with prior written notice to each of them), assign its rights (but not its obligations) under this Agreement to (i) any affiliate of Buyer, or (ii) any lender (including, without limitation, Ironclad National Bank or any agent or trustee acting on behalf of such lender) as collateral security in connection with any credit facility or financing arrangement; provided further that no such assignment shall relieve Buyer of its obligations hereunder.

(b) The Escrow Agent may not assign or delegate its duties or obligations under this Agreement without the prior written consent of each of Buyer and Seller.

Section 6.8 — Successors and Assigns

This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors, heirs, personal representatives, and permitted assigns. Nothing in this Agreement is intended to or shall create any rights in any Person other than the Parties and their respective successors and permitted assigns, except as expressly provided in Section 6.10.

Section 6.9 — Counterparts; Electronic Signatures

This Agreement may be executed in any number of counterparts (including by means of facsimile or portable document format (.pdf) transmitted by electronic mail), each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement. Signatures delivered by DocuSign, Ashford Health IT, or any other electronic signature technology complying with the federal ESIGN Act (15 U.S.C. § 7001 et seq.) and/or the New York Electronic Signatures and Records Act (N.Y. State Tech. Law § 301 et seq.) shall be deemed original signatures for all purposes of this Agreement and shall be binding upon the Party providing such signature with the same force and effect as an original ink signature.

Section 6.10 — Third-Party Beneficiaries

Except as expressly provided in this Section 6.10, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, to the extent required by that certain Credit Agreement, dated as of August 15, 2025, among Buyer, Ironclad National Bank, as Administrative Agent, and the lenders party thereto (the "Credit Agreement"), Ironclad National Bank (in its capacity as Administrative Agent under the Credit Agreement) shall be an express third-party beneficiary of Buyer's rights under this Agreement, including the right to receive disbursements from the Escrow Fund on behalf of Buyer as directed by Buyer.

Section 6.11 — Relationship to Purchase Agreement

(a) In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement with respect to the calculation of Closing Net Working Capital, the Working Capital Adjustment Amount, or the procedures for the working capital true-up adjustment, the terms and provisions of the Purchase Agreement shall control and govern.

(b) The Escrow Agent acknowledges that it is not a party to the Purchase Agreement and shall have no obligation to interpret, construe, or enforce any provision of the Purchase Agreement. The Escrow Agent may rely solely on Joint Written Instructions, final non-appealable court orders, or written determinations of the Independent Accounting Firm, in each case delivered in accordance with this Agreement, and shall have no responsibility for determining whether any such instruction, order, or determination is consistent with the Purchase Agreement.

(c) Nothing in this Agreement shall be deemed to amend, modify, supplement, or waive any provision of the Purchase Agreement, and the rights and obligations of Buyer and Seller under the Purchase Agreement shall not be affected by the terms of this Agreement except to the extent expressly provided herein.

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

[SIGNATURE PAGE TO PURCHASE PRICE ADJUSTMENT ESCROW AGREEMENT]

IN WITNESS WHEREOF, the Parties have caused this Purchase Price Adjustment Escrow Agreement to be duly executed and delivered by their respective authorized representatives as of the date first written above.

BUYER:

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Marcus Waverly

Title: Chief Executive Officer

PURCHASE PRICE ADJUSTMENT ESCROW AGREEMENT
dated as of August 15, 2025
among
CRESTLINE PACKAGING SOLUTIONS LLC, as Buyer,
LAKEWOOD REGIONAL HEALTH PARTNERS, LLC, as Seller,
and
APEX TITLE & ESCROW SERVICES, LLC, as Escrow Agent
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This PURCHASE PRICE ADJUSTMENT ESCROW AGREEMENT (this "Agreement") is made and entered into as of August 15, 2025 (the "Closing Date"), by and among:
(i) Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), with its principal office located at 8400 Scioto Darby Road, Suite 300, Columbus, OH 43228;
(ii) Lakewood Regional Health Partners, LLC, a New York limited liability company ("Seller"), with its principal office located at 450 East Ridge Road, Rochester, NY 14621; and
(iii) Apex Title & Escrow Services, LLC, a New York limited liability company ("Escrow Agent"), with its principal office located at 1 Penn Plaza, Suite 4210, New York, NY 10119.
Buyer, Seller, and Escrow Agent are each referred to individually herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Buyer and Seller entered into that certain Asset Purchase Agreement, dated as of June 16, 2025 (as amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement"), pursuant to which Buyer agreed to acquire substantially all of the assets of Seller used in connection with, or related to, Seller's business operations, for an aggregate purchase price of One Hundred Forty Million Dollars ($140,000,000) (the "Purchase Price"), subject to adjustment as provided in the Purchase Agreement;
WHEREAS, the Purchase Agreement provides for a post-closing adjustment to the Purchase Price based on the determination of Closing Net Working Capital (as defined in the Purchase Agreement) relative to the Working Capital Target of Six Million Two Hundred Thousand Dollars ($6,200,000), subject to a collar of plus or minus Five Hundred Thousand Dollars ($500,000) (the "Working Capital Collar"), such that no adjustment shall be made if the Closing Net Working Capital falls within the range of Five Million Seven Hundred Thousand Dollars ($5,700,000) and Six Million Seven Hundred Thousand Dollars ($6,700,000);
WHEREAS, as a condition to the consummation of the transactions contemplated by the Purchase Agreement (the "Closing"), Buyer is required to deposit with the Escrow Agent the sum of Three Million Five Hundred Thousand Dollars ($3,500,000) (the "Purchase Price Adjustment Escrow Amount"), representing approximately two and one-half percent (2.5%) of the Purchase Price, to secure the payment obligations arising from the working capital true-up adjustment contemplated by Article II of the Purchase Agreement;
WHEREAS, the Parties desire to establish the terms, conditions, and procedures under which the Escrow Agent will hold, invest, and disburse the Purchase Price Adjustment Escrow Amount and all earnings thereon in accordance with this Agreement;
WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the funds deposited with it in accordance with the terms and conditions of this Agreement; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
Section 1.1 "Agreed Claim" means a claim for disbursement from the Escrow Fund as to which no Notice of Dispute has been timely delivered within the applicable Objection Period. For the avoidance of doubt, a claim shall be deemed an Agreed Claim upon the expiration of the Objection Period if no Notice of Dispute has been received by the Escrow Agent prior to such expiration.
Section 1.2 "Business Day" means any day other than (a) a Saturday or Sunday or (b) a day on which commercial banking institutions in New York, New York are authorized or obligated by applicable law or executive order to close or are otherwise generally closed.
Section 1.3 "Closing Net Working Capital" shall have the meaning ascribed to such term in Section 2.5(a) of the Purchase Agreement, and shall be calculated in accordance with the principles, policies, methodologies, and procedures set forth on Schedule 2.5 of the Purchase Agreement.
Section 1.4 "Disputed Claim" means a claim for disbursement from the Escrow Fund as to which a timely Notice of Dispute has been delivered by either Buyer or Seller within the applicable Objection Period.
Section 1.5 "Escrow Account" means the segregated, interest-bearing trust or escrow account established and maintained by the Escrow Agent at Ironclad National Bank pursuant to Section 2.1 of this Agreement.
Section 1.6 "Escrow Agent Fee" means the fees payable to the Escrow Agent for its services hereunder, as more particularly described in Schedule A attached hereto and made a part hereof.
Section 1.7 "Escrow Earnings" means all interest, dividends, distributions, and other income earned on or with respect to the Escrow Fund from time to time, including any proceeds from the sale, maturity, or liquidation of Permitted Investments, net of any investment losses.
Section 1.8 "Escrow Fund" means, at any time, the aggregate amount held in the Escrow Account, consisting of the Purchase Price Adjustment Escrow Amount together with all Escrow Earnings, less any amounts previously disbursed from the Escrow Account in accordance with the terms of this Agreement.
Section 1.9 "Final Determination" shall have the meaning set forth in Section 3.3 of this Agreement and shall refer to the final and binding calculation of Closing Net Working Capital achieved in accordance with Article II of the Purchase Agreement.
Section 1.10 "Independent Accounting Firm" means the independent accounting firm designated pursuant to Section 2.5(d) of the Purchase Agreement to serve as the final arbiter of any dispute regarding the calculation of Closing Net Working Capital, which as of the date hereof is Veltrian & Whitmore LLP, or such other nationally recognized accounting firm as may be selected in accordance with the Purchase Agreement.
Section 1.11 "Joint Written Instructions" means a written instruction, substantially in the form attached hereto as Exhibit A, executed by an authorized representative of each of Buyer and Seller, directing the Escrow Agent to disburse funds from the Escrow Account as specified therein.
Section 1.12 "Notice of Dispute" means a written notice delivered by either Buyer or Seller to the Escrow Agent and the other Party, clearly marked as a "Notice of Dispute" and objecting to a proposed disbursement from the Escrow Fund, specifying in reasonable detail the basis for such objection and the amount in dispute.
Section 1.13 "Objection Period" means the period of five (5) Business Days immediately following receipt by the non-requesting Party of a copy of any disbursement request submitted by the other Party to the Escrow Agent.
Section 1.14 "Permitted Investments" shall have the meaning set forth in Section 2.3 of this Agreement.
Section 1.15 "Purchase Agreement" means the Asset Purchase Agreement, dated as of June 16, 2025, by and between Buyer and Seller, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.
Section 1.16 "True-Up Deadline" means November 13, 2025, which is the date that is ninety (90) calendar days following the Closing Date, subject to extension as contemplated by Section 3.3 hereof in the event that the working capital dispute resolution process under the Purchase Agreement has not been completed by such date.
Section 1.17 "Working Capital Adjustment Amount" means the amount, if any, payable by Buyer to Seller or by Seller to Buyer (indirectly through disbursement from the Escrow Fund) pursuant to the working capital true-up provisions of Article II of the Purchase Agreement, calculated as the difference between Closing Net Working Capital and the Working Capital Target, subject to the application of the Working Capital Collar, all as determined in accordance with the methodology set forth in Section 2.5 of the Purchase Agreement.
Section 1.18 "Working Capital Collar" means the range of plus or minus Five Hundred Thousand Dollars ($500,000) relative to the Working Capital Target, such that no adjustment to the Purchase Price shall be required if the Closing Net Working Capital falls within the range of Five Million Seven Hundred Thousand Dollars ($5,700,000) and Six Million Seven Hundred Thousand Dollars ($6,700,000), inclusive.
Section 1.19 "Working Capital Target" means Six Million Two Hundred Thousand Dollars ($6,200,000).
Section 1.20 Cross-Reference. All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. In the event of any conflict between the definitions set forth in this Agreement and the definitions set forth in the Purchase Agreement, the definitions set forth in this Agreement shall control for purposes of this Agreement, except as otherwise expressly provided herein.
ARTICLE 2 — ESTABLISHMENT OF ESCROW
Section 2.1 — Deposit of Escrow Amount
(a) On the Closing Date, Buyer shall deposit, or cause to be deposited, by wire transfer of immediately available funds in United States dollars, the Purchase Price Adjustment Escrow Amount of Three Million Five Hundred Thousand Dollars ($3,500,000) into the Escrow Account. Such deposit shall be made in accordance with the wire instructions set forth in Schedule B attached hereto and made a part hereof.
(b) The Escrow Account shall be established by the Escrow Agent as a segregated, interest-bearing trust or escrow account at Ironclad National Bank, 301 South Tryon Street, Charlotte, NC 28202, styled as follows: "Apex Title & Escrow Services, LLC, as Escrow Agent FBO Crestline Packaging Solutions LLC / Lakewood Regional Health Partners, LLC — Purchase Price Adjustment Escrow." The Escrow Agent shall maintain the Escrow Account separate and apart from its general assets and from all other escrow or trust accounts maintained by the Escrow Agent.
(c) The Escrow Agent shall confirm receipt of the Purchase Price Adjustment Escrow Amount in writing (which may be by electronic mail) to both Buyer and Seller within one (1) Business Day following the Escrow Agent's actual receipt of such funds in the Escrow Account.
(d) The wire instructions for the deposit of the Purchase Price Adjustment Escrow Amount into the Escrow Account shall be as set forth in Schedule B. The Escrow Agent shall promptly notify Buyer and Seller in writing if there is any change to such wire instructions.
(e) In the event that the Purchase Price Adjustment Escrow Amount is not received by the Escrow Agent on the Closing Date, the Escrow Agent shall promptly notify Buyer and Seller in writing (which may be by electronic mail) of such non-receipt, and the Escrow Agent shall have no obligation or liability with respect to the Escrow Fund until such time as the Purchase Price Adjustment Escrow Amount has been actually received and credited to the Escrow Account.
Section 2.2 — Ownership and Tax Treatment
(a) For all federal, state, and local income tax purposes, the Purchase Price Adjustment Escrow Amount (and all Escrow Earnings thereon) shall be treated as owned by Seller unless and until disbursed to Buyer in accordance with Article 3 of this Agreement. Seller shall report all Escrow Earnings as income on its applicable tax returns, and shall be solely responsible for the payment of any taxes attributable to Escrow Earnings, regardless of whether or when such Escrow Earnings are actually disbursed to Seller.
(b) Seller's taxpayer identification number (EIN: 46-5183294) shall be associated with the Escrow Account for all tax reporting purposes. The Escrow Agent shall report all Escrow Earnings under Seller's EIN on IRS Form 1099 (or any applicable successor form) and shall file such forms with the Internal Revenue Service and applicable state taxing authorities as required by law. The Escrow Agent shall furnish copies of all such forms to Seller and Buyer promptly following their filing.
(c) Neither Buyer nor Seller shall pledge, encumber, assign, hypothecate, or otherwise transfer or create any lien upon any interest in the Escrow Fund, except as expressly provided in this Agreement, and any purported pledge, encumbrance, assignment, hypothecation, transfer, or lien in violation of this Section 2.2(c) shall be null and void and of no force or effect.
(d) Upon a disbursement of any portion of the Escrow Fund to Buyer pursuant to this Agreement, such disbursement shall be treated for tax purposes as a reduction of the Purchase Price paid by Buyer to Seller, and the Parties shall report and treat such disbursement consistently for all tax purposes.
Section 2.3 — Investment of Escrow Fund
(a) Pending disbursement of the Escrow Fund in accordance with Article 3, the Escrow Agent shall invest and reinvest the Escrow Fund solely in "Permitted Investments," as directed in writing by Joint Written Instructions. "Permitted Investments" shall mean and include: (i) direct obligations of, or obligations the timely payment of principal of and interest on which are fully and unconditionally guaranteed by, the United States of America; (ii) money market mutual funds that are registered under the Investment Company Act of 1940, as amended, and that invest exclusively in obligations described in clause (i); (iii) certificates of deposit issued by any domestic commercial bank having capital and surplus in excess of $500,000,000; and (iv) such other investments as may be mutually agreed upon in writing by Buyer, Seller, and the Escrow Agent.
(b) In the absence of Joint Written Instructions specifying a particular Permitted Investment, the Escrow Agent shall invest the Escrow Fund in a money market fund investing solely in direct obligations of the United States government or agencies thereof, as selected by the Escrow Agent in its reasonable discretion.
(c) Neither Buyer nor Seller shall hold the Escrow Agent responsible or liable for any loss, depreciation, or diminution in value resulting from (i) the investment or reinvestment of the Escrow Fund in any Permitted Investment made in accordance with this Section 2.3, (ii) the liquidation of any Permitted Investment required to effect a disbursement in accordance with Article 3, or (iii) any market conditions, interest rate fluctuations, or other events beyond the reasonable control of the Escrow Agent.
(d) All Escrow Earnings shall become part of the Escrow Fund and shall be held, invested, and disbursed as part of the Escrow Fund in accordance with the terms of this Agreement, including Article 3.
(e) The Escrow Agent shall provide Buyer and Seller with monthly statements of the Escrow Account reflecting the balance of the Escrow Fund, all Permitted Investments held, all Escrow Earnings credited, and all disbursements made during the applicable period. Such statements shall be delivered within ten (10) Business Days following the end of each calendar month during which the Escrow Fund is maintained.
ARTICLE 3 — DISBURSEMENT OF ESCROW FUND
Section 3.1 — Disbursement upon Final Determination
Upon the occurrence of a Final Determination and the Escrow Agent's receipt of Joint Written Instructions (or other proper authorization as described in Section 3.2) setting forth the Closing Net Working Capital as finally determined and the resulting Working Capital Adjustment Amount, the Escrow Agent shall disburse the Escrow Fund in accordance with the following provisions:
(a) Seller Surplus (Closing Net Working Capital Exceeds Working Capital Target by More Than $500,000). If the Final Determination establishes that the Closing Net Working Capital exceeds the Working Capital Target by more than Five Hundred Thousand Dollars ($500,000) (i.e., the Closing Net Working Capital exceeds Six Million Seven Hundred Thousand Dollars ($6,700,000)), then:
(i) the Escrow Agent shall disburse to Seller an amount equal to the Working Capital Adjustment Amount (as calculated pursuant to the methodology set forth in Article II of the Purchase Agreement, being the amount by which the Closing Net Working Capital exceeds the Working Capital Target, subject to any adjustments provided for under the Purchase Agreement), together with all Escrow Earnings allocable to such amount; and
(ii) the Escrow Agent shall disburse the entire remaining balance of the Escrow Fund (including all remaining Escrow Earnings) to Seller.
For the avoidance of doubt, in a Seller Surplus scenario, the entire Escrow Fund shall be disbursed to Seller, and Buyer shall separately pay any additional Working Capital Adjustment Amount owed to Seller in excess of the Escrow Fund directly to Seller in accordance with the Purchase Agreement.
(b) Buyer Shortfall (Closing Net Working Capital is Less Than Working Capital Target by More Than $500,000). If the Final Determination establishes that the Closing Net Working Capital is less than the Working Capital Target by more than Five Hundred Thousand Dollars ($500,000) (i.e., the Closing Net Working Capital is less than Five Million Seven Hundred Thousand Dollars ($5,700,000)), then:
(i) the Escrow Agent shall disburse to Buyer an amount from the Escrow Fund equal to the Working Capital Adjustment Amount (as calculated pursuant to the methodology set forth in Article II of the Purchase Agreement, being the amount by which the Working Capital Target exceeds the Closing Net Working Capital, subject to any adjustments provided for under the Purchase Agreement); provided, however, that in no event shall the amount disbursed to Buyer exceed the then-current balance of the Escrow Fund; and
(ii) the Escrow Agent shall disburse the remaining balance of the Escrow Fund, if any (including all remaining Escrow Earnings), to Seller.
For the avoidance of doubt, if the Working Capital Adjustment Amount payable to Buyer exceeds the balance of the Escrow Fund, the Escrow Agent shall disburse the entire Escrow Fund to Buyer, and Seller shall be separately obligated to pay the excess directly to Buyer in accordance with the terms of the Purchase Agreement.
(c) Within the Working Capital Collar (Closing Net Working Capital Between $5,700,000 and $6,700,000). If the Final Determination establishes that the Closing Net Working Capital is equal to or greater than Five Million Seven Hundred Thousand Dollars ($5,700,000) and equal to or less than Six Million Seven Hundred Thousand Dollars ($6,700,000), then no Purchase Price adjustment shall be required, and the Escrow Agent shall disburse the entire Escrow Fund (including all Escrow Earnings) to Seller.
(d) Timing of Disbursement. In each of the scenarios described in Sections 3.1(a), 3.1(b), and 3.1(c) above, disbursement shall be made within five (5) Business Days following receipt by the Escrow Agent of (i) Joint Written Instructions certifying the Final Determination and specifying the calculation of the Working Capital Adjustment Amount, or (ii) a final, non-appealable order or written determination of the Independent Accounting Firm (accompanied by a certification from the Independent Accounting Firm that such determination is final, or accompanied by a written certification from either Buyer or Seller that such determination is final and binding in accordance with the Purchase Agreement), together with the calculation of the Working Capital Adjustment Amount resulting therefrom.
Section 3.2 — Disbursement Mechanics
(a) All disbursements from the Escrow Fund shall be made by wire transfer of immediately available funds in United States dollars to the respective accounts designated by Buyer and Seller as set forth in Schedule C (Buyer's Wire Instructions) and Schedule D (Seller's Wire Instructions) attached hereto and made a part hereof. Either Buyer or Seller may update its respective wire instructions by delivering written notice to the Escrow Agent and the other Party at least five (5) Business Days prior to the date of any anticipated disbursement, provided that the Escrow Agent shall be entitled to verify any such updated wire instructions by telephone callback or other reasonable means of authentication.
(b) The Escrow Agent shall act only upon, and shall be authorized and directed to make disbursements from the Escrow Fund solely upon receipt of, any of the following:
(i) Joint Written Instructions, substantially in the form of Exhibit A, executed by an authorized representative of each of Buyer and Seller;
(ii) a final, non-appealable order, judgment, or decree of a court of competent jurisdiction, accompanied by a legal opinion of counsel for the presenting Party (or such other evidence as the Escrow Agent may reasonably request) to the effect that such order, judgment, or decree is final and non-appealable; or
(iii) a written determination of the Independent Accounting Firm delivered in accordance with the dispute resolution procedures set forth in the Purchase Agreement, certified as final by both Buyer and Seller or accompanied by a certification from the Independent Accounting Firm that its determination is final and binding upon the parties to the Purchase Agreement.
(c) The Escrow Agent shall not be required to make any disbursement that would cause the balance of the Escrow Fund to be less than zero. In the event that a disbursement request would require a disbursement in excess of the then-available balance of the Escrow Fund, the Escrow Agent shall disburse only the amount then available in the Escrow Fund and shall promptly notify Buyer and Seller of such shortfall.
(d) The Escrow Agent shall have no obligation to verify the accuracy of any calculation of Closing Net Working Capital, the Working Capital Adjustment Amount, or any other amount set forth in any Joint Written Instructions, court order, or determination of the Independent Accounting Firm, and shall be fully entitled to rely upon the amounts stated therein without independent verification.
Section 3.3 — Final Determination Procedure
(a) The Parties acknowledge and agree that the determination of Closing Net Working Capital shall be made in accordance with the procedures set forth in Article II of the Purchase Agreement, which provide, in relevant part, for the following:
(i) Delivery of Closing Statement. Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a closing statement (the "Closing Statement") setting forth Buyer's good faith calculation of Closing Net Working Capital as of the Closing Date, prepared in accordance with the accounting principles, policies, and methodologies specified in the Purchase Agreement.
(ii) Seller's Right to Object. Seller shall have a period of thirty (30) days following receipt of the Closing Statement to review the Closing Statement and to deliver to Buyer a written notice of disagreement (a "Dispute Notice") specifying in reasonable detail those items or amounts on the Closing Statement as to which Seller disagrees, together with Seller's proposed adjustments. If Seller does not deliver a Dispute Notice within such thirty (30)-day period, the Closing Statement as delivered by Buyer shall be deemed final and binding upon the Parties.
(iii) Resolution by Negotiation. If Seller timely delivers a Dispute Notice, Buyer and Seller shall negotiate in good faith for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve all disputed items. Any items resolved by mutual agreement during such negotiation period shall be final and binding upon the Parties.
(iv) Referral to Independent Accounting Firm. If Buyer and Seller are unable to resolve all disputed items within the negotiation period, either Party may refer the remaining disputed items to the Independent Accounting Firm for final, binding determination. The Independent Accounting Firm shall render its determination within thirty (30) days (or such other period as may be specified in the Purchase Agreement) following referral, and such determination shall be final and binding upon the Parties, absent manifest error.
(b) "Final Determination" for purposes of this Agreement means the earliest to occur of the following:
(i) mutual written agreement of Buyer and Seller on the Closing Net Working Capital, as evidenced by Joint Written Instructions delivered to the Escrow Agent;
(ii) expiration of Seller's thirty (30)-day objection period under the Purchase Agreement without delivery of a Dispute Notice, whereupon the Closing Statement as prepared by Buyer shall be deemed final and binding; or
(iii) delivery of the Independent Accounting Firm's final written determination of the Closing Net Working Capital in accordance with the dispute resolution procedures set forth in the Purchase Agreement.
(c) The Parties acknowledge that the True-Up Deadline of November 13, 2025 is a target date for the completion of the working capital true-up process and the disbursement of the Escrow Fund. Notwithstanding the foregoing, if the working capital dispute resolution process under the Purchase Agreement extends beyond the True-Up Deadline (whether because of the pendency of Seller's objection period, ongoing negotiations between the Parties, or referral of disputed items to the Independent Accounting Firm), the Escrow Fund shall remain intact and the Escrow Agent shall continue to hold, invest, and maintain the Escrow Fund in accordance with the terms of this Agreement until such time as disbursement is authorized pursuant to this Article 3. The Escrow Agent shall have no liability or responsibility for any delay in the resolution of the working capital adjustment or in the achievement of a Final Determination.
Section 3.4 — Disputed Amounts
(a) If the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the disbursement of all or any portion of the Escrow Fund, or if the Escrow Agent receives a Notice of Dispute from either Buyer or Seller within the applicable Objection Period, the Escrow Agent shall hold the disputed portion of the Escrow Fund without disbursement and shall not take any action with respect to such disputed portion until the Escrow Agent receives:
(i) Joint Written Instructions from Buyer and Seller directing the disposition of such disputed portion;
(ii) a final written determination of the Independent Accounting Firm resolving the dispute, certified as final in accordance with the Purchase Agreement; or
(iii) a final, non-appealable order, judgment, or decree of a court of competent jurisdiction directing the disposition of such disputed portion.
(b) Notwithstanding the foregoing, any undisputed portion of the Escrow Fund (i.e., any amount as to which Buyer and Seller are in agreement) may be disbursed by the Escrow Agent in accordance with Joint Written Instructions at any time, without regard to the pendency of any dispute with respect to the remaining portion of the Escrow Fund.
(c) The Escrow Agent shall not be deemed to have knowledge of any dispute between Buyer and Seller unless and until the Escrow Agent receives a written Notice of Dispute in accordance with the notice provisions of Section 6.1 of this Agreement.
Section 3.5 — Tax Withholding
(a) The Escrow Agent shall be entitled to deduct and withhold from any amount otherwise disbursable from the Escrow Fund such amounts as are required to be deducted or withheld under any provision of federal, state, local, or foreign tax law, including backup withholding under Section 3406 of the Internal Revenue Code of 1986, as amended (the "Code"). To the extent that amounts are so withheld and paid over to the applicable governmental authority, such withheld amounts shall be treated for all purposes of this Agreement as having been disbursed to the Party in respect of which such deduction and withholding was made.
(b) Each of Buyer and Seller shall provide the Escrow Agent with a completed and duly executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) (or IRS Form W-8BEN, W-8BEN-E, or other applicable W-8 series form, as appropriate) prior to or contemporaneously with the execution of this Agreement on the Closing Date. Such forms are attached hereto as Exhibit B. If any such form becomes obsolete or inaccurate after the date of delivery, the applicable Party shall promptly provide the Escrow Agent with an updated form.
(c) In the event that a Party fails to provide the Escrow Agent with a completed and valid IRS Form W-9 (or applicable W-8 form) and, as a result thereof, backup withholding or other withholding is imposed on any disbursement from the Escrow Fund, the Escrow Agent shall not be liable for any such withholding, and the affected Party shall be solely responsible for obtaining any refund or credit of any amounts so withheld.
ARTICLE 4 — DUTIES, RIGHTS, AND PROTECTIONS OF ESCROW AGENT
Section 4.1 — Duties of Escrow Agent
(a) The Escrow Agent hereby undertakes to perform only those duties and obligations expressly set forth in this Agreement, and no implied duties, covenants, or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by any agreement between Buyer and Seller (including, without limitation, the Purchase Agreement) except as expressly set forth herein, and the Escrow Agent shall have no duty to inquire into or determine the validity, accuracy, or completeness of any instruction, notice, certificate, or other document delivered to it hereunder.
(b) The Escrow Agent acts hereunder as a stakeholder only and shall have no interest in the Escrow Fund. The Escrow Agent shall not be required to invest any of its own funds in connection with its duties hereunder.
(c) The Escrow Agent shall not be required to institute or defend any action or legal proceeding involving the Escrow Fund or any matter arising out of or in connection with this Agreement unless the Escrow Agent has been indemnified to its reasonable satisfaction by Buyer and Seller (or either of them) against any and all losses, costs, liabilities, and expenses (including reasonable attorneys' fees and disbursements) that may be incurred by the Escrow Agent in connection therewith. Nothing in this Section 4.1(c) shall preclude the Escrow Agent from filing an interpleader action in accordance with Section 4.7.
(d) The Escrow Agent shall not be responsible for, and shall not be under any obligation to monitor or enforce, the terms or conditions of the Purchase Agreement or any other agreement between or among Buyer and Seller. The Escrow Agent's sole responsibility is to hold, invest, and disburse the Escrow Fund in accordance with the express terms of this Agreement.
Section 4.2 — Reliance
(a) The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting in accordance with, any written notice, instruction, certificate, direction, request, waiver, consent, receipt, or other document or instrument (including any Joint Written Instructions) that the Escrow Agent in good faith believes to be genuine and to have been signed, executed, or delivered by the proper Person or Persons. The Escrow Agent shall have no duty to verify the identity or authority of any Person delivering any such notice, instruction, or other document, provided that the Escrow Agent has followed any verification procedures expressly set forth herein.
(b) The Escrow Agent may consult with and obtain advice from legal counsel (including its own in-house counsel), independent accountants, and other professionals or advisors selected by it, and shall not be liable for any action taken, suffered, or omitted by it in good faith in accordance with the advice of any such counsel, accountant, or advisor. The fees and expenses of any such counsel, accountant, or advisor engaged by the Escrow Agent shall be reimbursed by Buyer and Seller in accordance with Section 4.4.
(c) The Escrow Agent may rely upon any order, judgment, decree, certification, or determination of a court of competent jurisdiction or the Independent Accounting Firm and shall not be required to make any independent investigation into the facts or matters stated therein.
Section 4.3 — Limitation of Liability
(a) The Escrow Agent shall not be liable for any act or omission taken or suffered by it hereunder, except in the case of the Escrow Agent's own gross negligence, willful misconduct, or fraud, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The burden of proving gross negligence, willful misconduct, or fraud on the part of the Escrow Agent shall rest with the Party asserting such claim.
(b) In no event shall the Escrow Agent be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind whatsoever (including, without limitation, lost profits, lost revenues, loss of business opportunity, or diminution in value), regardless of the form of action and whether or not any such damages were foreseeable or whether the Escrow Agent was advised of the possibility thereof.
(c) The Escrow Agent shall not be liable for any loss, diminution in value, or damage to the Escrow Fund arising from (i) the investment of the Escrow Fund in Permitted Investments in accordance with Section 2.3, (ii) any market fluctuation, interest rate change, or decline in the value of any Permitted Investment, or (iii) any force majeure event, including but not limited to acts of God, war, terrorism, pandemic, epidemic, fire, flood, earthquake, strike, lockout, riot, civil commotion, governmental action, power failure, computer malfunction, or failure or interruption of communication facilities or systems.
(d) The Escrow Agent shall not be liable for any delays in the performance of its duties hereunder that are caused by conditions beyond the Escrow Agent's reasonable control, including but not limited to work stoppages, power or other mechanical failures, computer viruses, interruption of communications facilities, natural disasters, or governmental actions or orders.
(e) In no event shall the aggregate liability of the Escrow Agent under or in connection with this Agreement exceed the amount of the Escrow Agent Fees actually received by the Escrow Agent under this Agreement.
Section 4.4 — Indemnification of Escrow Agent
(a) Buyer and Seller, jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, managers, members, employees, agents, representatives, and affiliates (collectively, the "Escrow Agent Indemnitees") from and against any and all losses, liabilities, claims, actions, suits, proceedings, demands, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Losses") that may be incurred by or asserted against any Escrow Agent Indemnitee arising out of, in connection with, or relating to the Escrow Agent's acceptance of appointment as, or performance of its duties as, Escrow Agent under this Agreement or the Escrow Agent's compliance with any Joint Written Instructions, court order, or determination of the Independent Accounting Firm, except to the extent that such Losses are determined by a final, non-appealable judgment of a court of competent jurisdiction to have been caused by the Escrow Agent's gross negligence, willful misconduct, or fraud.
(b) As between Buyer and Seller, the indemnification obligations under this Section 4.4 shall be borne equally (fifty percent (50%) by Buyer and fifty percent (50%) by Seller), unless and until a Final Determination has been made that attributes the underlying obligation giving rise to such Losses to one Party, in which case such Party shall bear the full indemnification obligation with respect to such Losses.
(c) The indemnification obligations of Buyer and Seller under this Section 4.4 shall survive the resignation or removal of the Escrow Agent, the termination of this Agreement, and the disbursement of the Escrow Fund.
Section 4.5 — Resignation and Removal
(a) The Escrow Agent may resign from its duties and obligations hereunder at any time by giving not less than thirty (30) days' prior written notice of such resignation to each of Buyer and Seller. Such resignation shall become effective upon the appointment of a successor escrow agent in accordance with this Section 4.5 and the transfer of the Escrow Fund to such successor.
(b) Buyer and Seller may jointly remove the Escrow Agent at any time, with or without cause, by giving not less than thirty (30) days' prior written notice of such removal to the Escrow Agent, executed by authorized representatives of both Buyer and Seller.
(c) In the event of the Escrow Agent's resignation or removal, Buyer and Seller shall jointly appoint a successor escrow agent within thirty (30) days following the date of the notice of resignation or removal. The Escrow Agent shall transfer the Escrow Fund to such successor escrow agent upon receipt of Joint Written Instructions identifying the successor and providing wire transfer instructions for the transfer of the Escrow Fund.
(d) If Buyer and Seller fail to jointly appoint a successor escrow agent within thirty (30) days following the date of the notice of resignation or removal, the Escrow Agent shall have the right, in its sole discretion, to deposit the Escrow Fund with a court of competent jurisdiction (at the cost and expense of Buyer and Seller), and upon such deposit the Escrow Agent shall thereupon be fully discharged and released from all further duties, obligations, and liabilities under this Agreement.
(e) Upon the effective date of the Escrow Agent's resignation or removal and the transfer of the Escrow Fund to a successor escrow agent or deposit with a court of competent jurisdiction, the Escrow Agent shall be fully discharged and released from all further duties, obligations, and liabilities under this Agreement, except for any liability arising from the Escrow Agent's gross negligence, willful misconduct, or fraud occurring prior to such effective date, and except that the indemnification rights of the Escrow Agent under Section 4.4 shall survive such resignation or removal.
Section 4.6 — Escrow Agent Compensation
(a) The Escrow Agent shall be entitled to reasonable compensation for its services hereunder, as more particularly set forth in Schedule A attached hereto and made a part hereof. Such compensation shall include an initial acceptance and establishment fee payable upon execution of this Agreement, an annual administration fee (if the escrow extends beyond the initial ninety (90)-day term), wire transfer fees, and charges for any extraordinary services (including, without limitation, interpleader proceedings, responses to subpoenas, and litigation support).
(b) The Escrow Agent Fees shall be payable fifty percent (50%) by Buyer and fifty percent (50%) by Seller. The initial acceptance and establishment fee shall be due and payable upon execution of this Agreement. Any annual administration fee shall be due and payable on each anniversary of the Closing Date, if applicable. The Escrow Agent shall invoice Buyer and Seller for all fees, and payment shall be due within thirty (30) days of receipt of such invoice.
(c) The Escrow Agent Fees shall not be deducted from the Escrow Fund unless both Buyer and Seller fail to pay their respective shares of the Escrow Agent Fees within thirty (30) days following the date of the Escrow Agent's written invoice therefor. In the event of such non-payment, the Escrow Agent may, upon not less than ten (10) Business Days' prior written notice to Buyer and Seller, deduct the unpaid fees from the Escrow Fund, and the Party or Parties responsible for such non-payment shall promptly reimburse the Escrow Fund for the amount so deducted.
(d) The obligations of Buyer and Seller to pay the Escrow Agent Fees and to reimburse the Escrow Agent for its out-of-pocket costs and expenses shall survive the termination of this Agreement and the disbursement of the Escrow Fund.
Section 4.7 — Interpleader
In the event of any disagreement or dispute between Buyer and Seller (or between any Parties hereto) with respect to the disposition of the Escrow Fund, or if the Escrow Agent receives conflicting instructions from Buyer and Seller that cannot be resolved to the Escrow Agent's reasonable satisfaction, the Escrow Agent shall have the right, in its sole and absolute discretion, to (a) refrain from taking any action (other than to continue to hold the Escrow Fund) until the dispute is resolved, or (b) file an interpleader action in any state or federal court of competent jurisdiction located in the Borough of Manhattan, City of New York, State of New York, and deposit the Escrow Fund with such court. Upon the filing of such an interpleader action and the deposit of the Escrow Fund with the court, the Escrow Agent shall be fully and finally released and discharged from all obligations and liabilities under this Agreement with respect to the Escrow Fund so deposited. Buyer and Seller shall jointly and severally bear all costs of such interpleader action, including the Escrow Agent's reasonable attorneys' fees and court costs, except to the extent such costs are attributable to the Escrow Agent's gross negligence, willful misconduct, or fraud.
ARTICLE 5 — TERMINATION
Section 5.1 — Termination. This Agreement shall terminate upon the earliest to occur of the following:
(a) the disbursement of the entire Escrow Fund in accordance with Article 3 of this Agreement, at which time the Escrow Agent shall provide written confirmation of final disbursement to each of Buyer and Seller;
(b) the deposit of the Escrow Fund with a court of competent jurisdiction by the Escrow Agent pursuant to Section 4.5(d) or Section 4.7 of this Agreement; or
(c) the mutual written agreement of all three Parties (Buyer, Seller, and Escrow Agent) to terminate this Agreement, upon such terms and conditions as shall be set forth in such written agreement.
Section 5.2 — Survival. Notwithstanding the termination of this Agreement pursuant to Section 5.1, the following provisions shall survive such termination and shall continue in full force and effect: (a) Article 4 (Duties, Rights, and Protections of Escrow Agent), including, without limitation, the indemnification obligations set forth in Section 4.4; (b) Section 6.3 (Governing Law); (c) Section 6.4 (Dispute Resolution; Jurisdiction); and (d) Article 6 generally (General Provisions), to the extent necessary to give effect to the rights and obligations set forth therein.
ARTICLE 6 — GENERAL PROVISIONS
Section 6.1 — Notices
(a) All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given or made: (i) if delivered by hand, upon receipt; (ii) if sent by nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), one (1) Business Day after deposit with such courier service, with delivery charges prepaid; or (iii) if sent by electronic mail with a PDF attachment, upon transmission, provided that (A) the sender receives an electronic confirmation of receipt (including an automatically generated read receipt or a reply acknowledging receipt from the intended recipient), and (B) a copy of such notice is simultaneously sent by nationally recognized overnight courier service. No notice given by electronic mail alone (without the concurrent overnight courier copy) shall be effective unless confirmed as described in clause (iii) above.
(b) Notices shall be addressed to the Parties at the following addresses (or to such other address as any Party may designate by written notice to the other Parties in accordance with this Section 6.1):
If to Buyer:
Crestline Packaging Solutions LLC 8400 Scioto Darby Road, Suite 300 Columbus, OH 43228
Attention: Patricia Hsu, Chief Financial Officer
Email: phsu@crestlinepackaging.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Lexington Avenue, 31st Floor New York, NY 10017
Attention: James Prentice
Email: jprentice@calderwoodharkness.com
If to Seller:
Lakewood Regional Health Partners, LLC 450 East Ridge Road Rochester, NY 14621
Attention: Gretchen Unger, Chief Operating Officer
Email: gunger@lakewoodrhp.com
with a copy (which shall not constitute notice) to:
Whitfield, Ames & Greer LLP 780 Third Avenue, 22nd Floor New York, NY 10017
Attention: Catherine Greer
Email: cgreer@whitfieldamesgreer.com
If to Escrow Agent:
Apex Title & Escrow Services, LLC 1 Penn Plaza, Suite 4210 New York, NY 10119
Attention: Denise Kowalski, Escrow Officer
Email: dkowalski@apextitleescrow.com
Section 6.2 — Amendments and Waivers
No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the three Parties (Buyer, Seller, and Escrow Agent). No waiver of any provision of this Agreement shall be construed as a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.
Section 6.3 — 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-laws rules, provisions, or principles (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.
Section 6.4 — Dispute Resolution; Jurisdiction
(a) Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination, or validity hereof (other than the determination of Closing Net Working Capital, which shall be resolved exclusively in accordance with the dispute resolution procedures set forth in Article II of the Purchase Agreement), shall be submitted to the exclusive jurisdiction of the state courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, and any appellate courts having jurisdiction of appeals from any of the foregoing.
(b) Each Party hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of such courts for the purposes of any such dispute, controversy, or claim, (ii) waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (iii) waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
(c) WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW FUND, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 6.4(c).
Section 6.5 — Entire Agreement
This Agreement, together with the Purchase Agreement, the schedules and exhibits attached hereto (each of which is incorporated herein by reference and made a part hereof), and any Joint Written Instructions delivered pursuant hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, correspondence, and agreements (whether written or oral) among the Parties with respect to such subject matter.
Section 6.6 — Severability
If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.
Section 6.7 — Assignment
(a) Neither Buyer nor Seller may assign, transfer, or delegate its rights, interests, or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party (as between Buyer and Seller) and the Escrow Agent, and any attempted assignment, transfer, or delegation without such consent shall be null and void and of no force or effect; provided, however, that Buyer may, without the consent of Seller or the Escrow Agent (but with prior written notice to each of them), assign its rights (but not its obligations) under this Agreement to (i) any affiliate of Buyer, or (ii) any lender (including, without limitation, Ironclad National Bank or any agent or trustee acting on behalf of such lender) as collateral security in connection with any credit facility or financing arrangement; provided further that no such assignment shall relieve Buyer of its obligations hereunder.
(b) The Escrow Agent may not assign or delegate its duties or obligations under this Agreement without the prior written consent of each of Buyer and Seller.
Section 6.8 — Successors and Assigns
This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors, heirs, personal representatives, and permitted assigns. Nothing in this Agreement is intended to or shall create any rights in any Person other than the Parties and their respective successors and permitted assigns, except as expressly provided in Section 6.10.
Section 6.9 — Counterparts; Electronic Signatures
This Agreement may be executed in any number of counterparts (including by means of facsimile or portable document format (.pdf) transmitted by electronic mail), each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement. Signatures delivered by DocuSign, Ashford Health IT, or any other electronic signature technology complying with the federal ESIGN Act (15 U.S.C. § 7001 et seq.) and/or the New York Electronic Signatures and Records Act (N.Y. State Tech. Law § 301 et seq.) shall be deemed original signatures for all purposes of this Agreement and shall be binding upon the Party providing such signature with the same force and effect as an original ink signature.
Section 6.10 — Third-Party Beneficiaries
Except as expressly provided in this Section 6.10, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, to the extent required by that certain Credit Agreement, dated as of August 15, 2025, among Buyer, Ironclad National Bank, as Administrative Agent, and the lenders party thereto (the "Credit Agreement"), Ironclad National Bank (in its capacity as Administrative Agent under the Credit Agreement) shall be an express third-party beneficiary of Buyer's rights under this Agreement, including the right to receive disbursements from the Escrow Fund on behalf of Buyer as directed by Buyer.
Section 6.11 — Relationship to Purchase Agreement
(a) In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement with respect to the calculation of Closing Net Working Capital, the Working Capital Adjustment Amount, or the procedures for the working capital true-up adjustment, the terms and provisions of the Purchase Agreement shall control and govern.
(b) The Escrow Agent acknowledges that it is not a party to the Purchase Agreement and shall have no obligation to interpret, construe, or enforce any provision of the Purchase Agreement. The Escrow Agent may rely solely on Joint Written Instructions, final non-appealable court orders, or written determinations of the Independent Accounting Firm, in each case delivered in accordance with this Agreement, and shall have no responsibility for determining whether any such instruction, order, or determination is consistent with the Purchase Agreement.
(c) Nothing in this Agreement shall be deemed to amend, modify, supplement, or waive any provision of the Purchase Agreement, and the rights and obligations of Buyer and Seller under the Purchase Agreement shall not be affected by the terms of this Agreement except to the extent expressly provided herein.
[Remainder of this page intentionally left blank. Signature pages follow.]
[SIGNATURE PAGE TO PURCHASE PRICE ADJUSTMENT ESCROW AGREEMENT]
IN WITNESS WHEREOF, the Parties have caused this Purchase Price Adjustment Escrow Agreement to be duly executed and delivered by their respective authorized representatives as of the date first written above.
BUYER:
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Marcus Waverly
Title: Chief Executive Officer
Date: ________
[SIGNATURE PAGE TO PURCHASE PRICE ADJUSTMENT ESCROW AGREEMENT]
SELLER:
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: ________
[SIGNATURE PAGE TO PURCHASE PRICE ADJUSTMENT ESCROW AGREEMENT]
ESCROW AGENT:
APEX TITLE & ESCROW SERVICES, LLC
By: ________
Name: Denise Kowalski
Title: Escrow Officer
Date: ________
SCHEDULE A
ESCROW AGENT FEES
The following fees shall be payable to Apex Title & Escrow Services, LLC (the "Escrow Agent") in connection with its services under the Purchase Price Adjustment Escrow Agreement dated as of August 15, 2025 (the "Agreement"):
Fee Allocation: All fees set forth in this Schedule A shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller, payable as set forth in Section 4.6 of the Agreement.
Out-of-Pocket Expenses: In addition to the fees set forth above, Buyer and Seller shall reimburse the Escrow Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the administration of the Escrow Account, including but not limited to postage, courier fees, and reasonable legal fees incurred in connection with the Escrow Agent's duties hereunder (other than fees covered by the Extraordinary Services line item above), subject to the allocation and payment terms set forth in Section 4.6 of the Agreement.
The Escrow Agent reserves the right to adjust the above fee schedule upon thirty (30) days' prior written notice to Buyer and Seller, provided that any such adjustment shall be effective only with respect to fees accruing after the date of such notice.
SCHEDULE B
ESCROW ACCOUNT WIRE INSTRUCTIONS
The following are the wire instructions for the deposit of the Purchase Price Adjustment Escrow Amount into the Escrow Account established pursuant to Section 2.1 of the Agreement:
All funds deposited into the Escrow Account must be sent by wire transfer of immediately available funds in United States dollars. The Escrow Agent shall not accept deposits by check, ACH transfer, or any other form of payment.
In the event of any change to the wire instructions set forth herein, the Escrow Agent shall promptly notify Buyer and Seller in writing.
SCHEDULE C
BUYER'S WIRE INSTRUCTIONS
The following are the wire instructions for disbursement of funds from the Escrow Account to Buyer (Crestline Packaging Solutions LLC) pursuant to Article 3 of the Agreement:
Buyer may update these wire instructions by delivering written notice to the Escrow Agent and Seller in accordance with Section 3.2(a) and Section 6.1 of the Agreement.
SCHEDULE D
SELLER'S WIRE INSTRUCTIONS
The following are the wire instructions for disbursement of funds from the Escrow Account to Seller (Lakewood Regional Health Partners, LLC) pursuant to Article 3 of the Agreement:
Seller may update these wire instructions by delivering written notice to the Escrow Agent and Buyer in accordance with Section 3.2(a) and Section 6.1 of the Agreement.
EXHIBIT A
FORM OF JOINT WRITTEN INSTRUCTIONS
[Letterhead of Buyer or Seller, as applicable]
Date: _____
Apex Title & Escrow Services, LLC 1 Penn Plaza, Suite 4210 New York, NY 10119
Attention: Denise Kowalski, Escrow Officer
Re: Purchase Price Adjustment Escrow Agreement dated as of August 15, 2025 (the "Escrow Agreement"), by and among Crestline Packaging Solutions LLC ("Buyer"), Lakewood Regional Health Partners, LLC ("Seller"), and Apex Title & Escrow Services, LLC ("Escrow Agent")
Dear Ms. Kowalski:
Reference is made to (i) the Escrow Agreement referenced above and (ii) that certain Asset Purchase Agreement, dated as of June 16, 2025, by and between Buyer and Seller (the "Purchase Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Escrow Agreement or, if not defined therein, in the Purchase Agreement.
Pursuant to Section 3.1 and Section 3.2 of the Escrow Agreement, Buyer and Seller hereby jointly instruct the Escrow Agent to disburse the Escrow Fund as set forth below:
1. Final Determination of Closing Net Working Capital
The undersigned hereby certify that the Final Determination of Closing Net Working Capital has been achieved pursuant to Article II of the Purchase Agreement and that the Closing Net Working Capital as finally determined is:
Closing Net Working Capital: $____
2. Calculation of Working Capital Adjustment Amount
Based on the Final Determination described above, the Working Capital Adjustment Amount has been calculated as follows:
Working Capital Target: $6,200,000
Closing Net Working Capital: $____
Difference (Closing Net Working Capital minus Working Capital Target): $____
Working Capital Collar Applied (± $500,000): ____
Working Capital Adjustment Amount: $____
Direction of Adjustment:  Payable to Buyer  Payable to Seller  No adjustment (within collar)
3. Disbursement Instructions
The Escrow Agent is hereby instructed to disburse the Escrow Fund as follows:
(a) Amount to be disbursed to Buyer: $____ (Wire per Schedule C of the Escrow Agreement)
(b) Amount to be disbursed to Seller: $____ (Wire per S

PURCHASE PRICE ADJUSTMENT ESCROW AGREEMENT

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CRESTLINE PACKAGING SOLUTIONS LLC

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