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INDEMNIFICATION ESCROW AGREEMENT among CRESTLINE PACKAGING SOLUTIONS LLC, as Buyer, LAKEWOOD REGIONAL HEALTH PARTNERS, LLC, as Seller, and APEX TITLE & ESCROW SERVICES, LLC, as Escrow Agent Dated as of August 15, 2025 Right-click to update Table of Contents RECITALS WHEREAS, Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), and Lakewood Regional Health Partners, LLC, a New York limited liability company ("Seller"), entered into that certain Asset Purchase Agreement, dated as of June 16, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "APA"), pursuant to which Buyer is acquiring substantially all of the assets of Seller for an aggregate purchase price of One Hundred Forty Million Dollars ($140,000,000) (the "Purchase Price"), subject to the terms and conditions set forth therein; WHEREAS, pursuant to Article IX of the APA, Seller agreed that at the closing of the transactions contemplated by the APA (the "Closing"), the sum of Thirty-Five Million Dollars ($35,000,000) (representing twenty-five percent (25%) of the Purchase Price) would be deposited into escrow to secure Seller's indemnification obligations under Article X of the APA (the "Indemnification Escrow Amount"); WHEREAS, the parties desire to establish the terms and conditions under which Apex Title & Escrow Services, LLC, a New York limited liability company ("Escrow Agent"), will hold, invest, and distribute the Indemnification Escrow Amount and all earnings thereon in accordance with the terms and conditions of this Indemnification Escrow Agreement (this "Agreement"); and WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the APA

For all purposes of this Agreement, unless the context otherwise requires: (a) Words importing the singular number shall include the plural number and vice versa, and words importing the masculine gender shall include the feminine and neuter genders and vice versa

(b) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of this Agreement

(c) All references herein to "Articles," "Sections," "Schedules," and "Exhibits" shall be deemed to refer to Articles, Sections, Schedules, and Exhibits of and to this Agreement, unless the context otherwise requires

(d) The words "hereof," "herein," "hereby," "hereunder," and words of similar import shall refer to this Agreement as a whole (and not to any particular provision of this Agreement)

(e) The word "including" and words of similar import, when used in this Agreement, shall mean "including, without limitation," unless otherwise specified