Extract to table

As currently drafted, the APA contains the following covenants related to the Lakewood workforce and the treatment of Transferred Employees, which are cross-referenced throughout this memorandum: (a) Crestline shall make offers of employment to substantially all Lakewood employees (other than those specifically identified on Schedule 6

8(a) to the APA) on terms and conditions that are, in the aggregate, no less favorable than those provided by Lakewood immediately prior to the Closing; (b) Crestline shall recognize each Transferred Employee's service with Lakewood for purposes of eligibility, vesting, and benefit accrual under Crestline's benefit plans, to the extent such service was recognized under the corresponding Lakewood plan; (c) Crestline shall waive any pre-existing condition limitations, waiting periods, and evidence of insurability requirements under its group health plans with respect to Transferred Employees and their covered dependents; (d) Crestline shall credit Transferred Employees with deductible and out-of-pocket maximum amounts paid under Lakewood's health plans during the plan year in which the Closing occurs; and (e) Crestline shall assume the aggregate accrued PTO liability for Transferred Employees as of the Closing Date

The mid-year transition presents several considerations that must be carefully managed: Deductible and Out-of-Pocket Maximum Credit Carryover

Crestline must ensure that there is no gap in minimum essential coverage ("MEC") for Transferred Employees