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Contract analysis / secretary-certificate-buyer.docx
secretary-certificate-buyer.docx
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Section 1 — Resolutions
Medium
⚑ Assignment / subcontracting
Section 1 — Resolutions I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Unanimous Written Consent of the Managers of Crestline Packaging Solutions LLC, adopted and effective as of June 12, 2025, in lieu of a special meeting of the Managers of the Company (the "Manager Consent"), which Manager Consent has not been amended, modified, supplemented, revoked, rescinded, or s
Section 2 — Organizational Documents
Section 2 — Organizational Documents I hereby certify that the Certificate of Formation of Crestline Packaging Solutions LLC, as originally filed with the Secretary of State of the State of Delaware on August 3, 2018, as amended by that certain Certificate of Amendment filed on September 17, 2021 (collectively, as amended to date, the "Certificate of Formation"), has not been further amended, restated, supplemented,
Section 3 — Good Standing
Section 3 — Good Standing I hereby certify that attached hereto as Exhibit C is a Certificate of Good Standing (also known as a Certificate of Status) of Crestline Packaging Solutions LLC issued by the Secretary of State of the State of Delaware, dated August 11, 2025, which date is not more than five (5) business days prior to the Closing Date of August 15, 2025. The Company's Delaware file number is 6847219, and th
Section 4 — Incumbency
Section 4 — Incumbency I hereby certify that attached hereto as Exhibit D is the Incumbency Certificate of the Company (the "Incumbency Certificate"), certifying the name, title, and true specimen signature of each officer and authorized signatory of the Company who is authorized to execute and deliver the APA and the documents, instruments, agreements, and certificates contemplated thereby or required in connection
Section 5 — Additional Certifications
Medium
⚑ Assignment / subcontracting
Section 5 — Additional Certifications In addition to the foregoing, I hereby certify as follows: (a) No Dissolution or Winding Up. No proceeding for the dissolution, liquidation, winding up, or termination of the Company has been instituted, commenced, or filed, whether voluntarily or involuntarily, and no such proceeding is contemplated or, to my knowledge, threatened. The Company has not adopted any plan of dissolu
Section 6 — Governing Law; Reliance
Medium
⚑ Forum / governing law
Section 6 — Governing Law; Reliance This Certificate may be relied upon by each of the following parties and their respective successors and permitted assigns: (a) Lakewood Regional Health Partners, LLC, in its capacity as the Seller under the APA; (b) Dr. Raymond Alcott, individually and in his capacity as a party to the APA; (c) Dr. Nadia Petrosian, individually and in her capacity as a party to the APA; (d) Whitfi