1006-00006 · Client 1006 · Closing

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OFFICER'S CERTIFICATE OF CRESTLINE PACKAGING SOLUTIONS LLC

Delivered Pursuant to Section 8.2(d) of the Asset Purchase Agreement

July 31, 2025

This Officer's Certificate (this "Certificate") is delivered in connection with the closing (the "Closing") of the transactions contemplated by that certain Asset Purchase Agreement, dated as of June 15, 2025 (as amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and between Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer"), and Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller"). This Certificate is delivered on July 31, 2025 (the "Closing Date").

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

RECITALS

A. The Agreement was entered into as of June 15, 2025, by and between Buyer and Seller, pursuant to which Buyer is acquiring substantially all of the assets of Seller used in or related to the operation of Seller's packaging manufacturing and distribution business (the "Business") for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) (the "Purchase Price"), subject to adjustment as set forth in Article II of the Agreement, including adjustments for Net Working Capital, Closing Indebtedness, Seller Transaction Expenses, and Closing Cash.

B. Pursuant to Section 8.2(d) of the Agreement, Buyer is required to deliver this Officer's Certificate at the Closing as a condition to Seller's obligation to consummate the transactions contemplated by the Agreement (the "Transactions"). The delivery of this Certificate constitutes the satisfaction of such condition, subject to Seller's rights under the Agreement to determine whether the certifications set forth herein are accurate and complete.

C. The undersigned, Thomas R. Garner, is a duly authorized officer of Buyer, has been duly authorized by the sole member and the managers of Buyer to execute and deliver this Certificate on behalf of Buyer in connection with the Closing, and is familiar with the Transactions and the matters set forth herein. The undersigned has reviewed the Agreement, the ancillary transaction documents, and such other documents, records, and materials as the undersigned has deemed necessary or appropriate for the purpose of making the certifications set forth in this Certificate.

CERTIFICATIONS

The undersigned, Thomas R. Garner, in his capacity as Chief Executive Officer of Crestline Packaging Solutions LLC, a limited liability company duly organized and existing under the laws of the State of Ohio, having its principal office at 4100 Commerce Parkway, Suite 800, Akron, OH 44308, hereby certifies, in such capacity and not in his individual capacity, as follows:

I. REPRESENTATIONS AND WARRANTIES

1.1 The undersigned hereby certifies that each of the representations and warranties of Buyer set forth in Article V of the Agreement (other than the Fundamental Representations of Buyer set forth in Sections 5.1, 5.2, 5.3, and 5.4 of the Agreement (collectively, the "Buyer's Fundamental Representations")) is true and correct in all material respects as of the Closing Date, with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that with respect to any representation or warranty of Buyer that is qualified by materiality, Material Adverse Effect, or words of similar import, such representation or warranty is true and correct in all respects (without giving effect to any such materiality, Material Adverse Effect, or similar qualification) as of the Closing Date. To the extent that any such representation or warranty expressly relates to an earlier date, the foregoing certification is made as of such earlier date rather than as of the Closing Date.

1.2 The undersigned hereby certifies that each of the Buyer's Fundamental Representations is true and correct in all respects (other than de minimis inaccuracies that, individually or in the aggregate, are not material to Seller) as of the Closing Date, with the same force and effect as though each such Buyer's Fundamental Representation had been made on and as of the Closing Date. Without limiting the generality of the foregoing, the undersigned certifies as follows with respect to the subject matter of each Buyer's Fundamental Representation:

(a) Organization and Valid Existence. Crestline Packaging Solutions LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio (Ohio Secretary of State Filing No. 4287653). Buyer has full limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as contemplated to be conducted following the Closing. Buyer is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification or licensing, except where the failure to be so qualified, licensed, or in good standing would not, individually or in the aggregate, have a material adverse effect on Buyer's ability to consummate the Transactions.

(b) Authority and Due Authorization. Buyer has full limited liability company power and authority to enter into and perform its obligations under the Agreement and each of the ancillary transaction documents to which Buyer is or will be a party, and to consummate the Transactions. The execution, delivery, and performance by Buyer of the Agreement and each such ancillary transaction document, and the consummation of the Transactions, have been duly and validly authorized by all requisite limited liability company action on the part of Buyer, including approval by Buyer's sole member, Ridgeway Capital Partners Fund III, LP, and no other limited liability company proceedings on the part of Buyer are necessary to authorize the Agreement, the ancillary transaction documents, or the consummation of the Transactions.

(c) Due Execution and Enforceability. The Agreement has been duly executed and delivered by Buyer and constitutes, and each ancillary transaction document to which Buyer is or will be a party, when duly executed and delivered by Buyer, will constitute, a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(d) No Conflicts. The execution, delivery, and performance by Buyer of the Agreement and the ancillary transaction documents to which Buyer is or will be a party, and the consummation of the Transactions, do not and will not: (i) violate, conflict with, or result in a breach of any provision of the organizational documents of Buyer, including Buyer's Certificate of Formation or Amended and Restated Limited Liability Company Agreement; (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or give rise to any right of termination, acceleration, or cancellation under, any material agreement, contract, or instrument to which Buyer is a party or by which Buyer or any of its assets or properties is bound, including the Existing Credit Agreement, dated as of November 15, 2021, among Buyer, certain affiliates of Buyer party thereto, Pinnacle National Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto (the "Existing Credit Agreement"), as amended by Amendment No. 1, dated March 8, 2022, Amendment No. 2, dated September 22, 2023, and Amendment No. 3, dated April 14, 2025 (Reference PCL-2025-04-1187); or (iii) violate or result in a breach of any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority applicable to Buyer or any of its assets or properties.

1.3 The undersigned further certifies, in connection with the Buyer's representations and warranties set forth in Article V of the Agreement, that the following matters remain true and correct as of the Closing Date:

(a) Sufficiency of Funds. Buyer has, and at the Closing will have, sufficient funds available to pay the Purchase Price (as adjusted pursuant to the Agreement) and all fees and expenses of Buyer incurred in connection with the Transactions. Without limiting the foregoing, (i) Buyer has received and accepted a fully executed copy of Amendment No. 3 to the Existing Credit Agreement (Reference PCL-2025-04-1187), pursuant to which the incremental term loan lenders have committed to provide an incremental term loan facility in the aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) on the terms and conditions set forth therein, and all conditions precedent to the funding of such incremental term loan on the Closing Date have been satisfied or will be satisfied simultaneously with the Closing, and (ii) Buyer has received a binding equity commitment letter from Ridgeway Capital Partners Fund III, LP, pursuant to which Ridgeway Capital Partners Fund III, LP has committed to contribute Fifty Million Dollars ($50,000,000) in equity capital to Buyer on or prior to the Closing Date, and such equity contribution has been funded or will be funded simultaneously with the Closing.

(b) No Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the Knowledge of Buyer, threatened against Buyer or any of its affiliates before any court, arbitral tribunal, administrative agency, or other governmental authority that would prevent, materially delay, or materially impair the ability of Buyer to consummate the Transactions or to perform its obligations under the Agreement or any ancillary transaction document.

(c) Brokers and Finders. No broker, finder, investment banker, financial advisor, or other Person is entitled to any broker's, finder's, financial advisor's, or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Buyer, other than fees payable by Buyer to Keystone Strategic Advisors LLC, which fees shall be borne solely by Buyer.

(d) Solvency. Immediately after giving effect to the Closing, including the payment of the Purchase Price, the assumption of the Assumed Liabilities, and the funding of the incremental term loan and the equity contribution, Buyer will be Solvent. For purposes of this Certificate, "Solvent" means that, as of the Closing Date and after giving effect to the Transactions: (i) the fair saleable value of Buyer's assets will exceed Buyer's liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities); (ii) Buyer will be able to pay its debts and other liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) as they become due in the ordinary course of business; and (iii) Buyer will not have unreasonably small capital with which to conduct its business as contemplated to be conducted following the Closing.

II. COVENANTS AND OBLIGATIONS

2.1 The undersigned hereby certifies that Buyer has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Buyer at or prior to the Closing Date, including, without limitation, the following:

(a) Escrow Deposit. Buyer has delivered the Escrow Amount of Nine Million Dollars ($9,000,000), representing five percent (5%) of the Purchase Price, to Atlantic Fiduciary Trust Company, as Escrow Agent, by wire transfer of immediately available funds to the escrow account designated in the Escrow Agreement, pursuant to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among Buyer, Seller, and Atlantic Fiduciary Trust Company, as Escrow Agent (the "Escrow Agreement"). The Escrow Amount shall be held and disbursed by the Escrow Agent in accordance with the terms of the Escrow Agreement and Article X of the Agreement.

(b) Assignment and Assumption Agreement. Buyer has executed and delivered to Seller a counterpart of the Assignment and Assumption Agreement, in substantially the form attached to the Agreement as Exhibit B, pursuant to which Buyer has assumed the Assumed Contracts (consisting of approximately forty-seven (47) material contracts identified on Schedule 2.1(b) to the Agreement) and the Assumed Liabilities, effective as of the Closing.

(c) Bill of Sale Acknowledgment. Buyer has executed and delivered to Seller an acknowledgment of receipt and acceptance of the Bill of Sale, in substantially the form attached to the Agreement as Exhibit A, evidencing the transfer of the Acquired Assets from Seller to Buyer.

(d) Incremental Term Loan Amendment. Buyer has delivered to Seller a fully executed copy of Amendment No. 3 to the Existing Credit Agreement (Reference PCL-2025-04-1187), dated as of April 14, 2025, by and among Buyer, certain affiliates of Buyer party thereto, Pinnacle National Bank, N.A., as Administrative Agent, and the incremental term loan lenders party thereto, including Commonwealth Merchant Bank and Heartland Commercial Finance LLC, as syndicate lenders, together with evidence that all conditions precedent to the funding of the incremental term loan facility thereunder in the aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) have been satisfied or waived and that such incremental term loan will be funded simultaneously with the Closing.

(e) Pennsylvania Bulk Sale Notice Cooperation. Buyer has cooperated with Seller in connection with Seller's filing of the Pennsylvania Bulk Sale Notice with the Pennsylvania Department of Revenue as required under 72 P.S. § 7240 and applicable regulations, including by providing such information regarding Buyer, the Transactions, and the Acquired Assets as was reasonably requested by Seller or its counsel for purposes of such filing.

(f) Acceptance of Special Warranty Deeds. Buyer has accepted delivery of the executed Special Warranty Deeds from Seller for the following Owned Real Properties:

(i) the real property commonly known as 250 Industrial Boulevard, Butler, Pennsylvania 16001, consisting of approximately 285,000 square feet of manufacturing and warehouse space situated on approximately 22.5 acres (the "Butler Property"), as more particularly described in the deed recorded or to be recorded with the Butler County Recorder of Deeds; and

(ii) the real property commonly known as 1480 Conneaut Lake Road, Meadville, Pennsylvania 16335, consisting of approximately 110,000 square feet of manufacturing and distribution space situated on approximately 8.2 acres (the "Meadville Property"), as more particularly described in the deed recorded or to be recorded with the Crawford County Recorder of Deeds.

(g) Pennsylvania Realty Transfer Tax. Buyer has paid, or caused to be paid, Buyer's share of the estimated Pennsylvania Realty Transfer Tax in an amount of approximately One Hundred Eighty Thousand Dollars ($180,000), representing Buyer's fifty percent (50%) share of the estimated Three Hundred Sixty Thousand Dollars ($360,000) in combined state and local realty transfer taxes applicable to the conveyance of the Butler Property and the Meadville Property, in each case computed in accordance with 72 P.S. § 8102-C and applicable county and municipal ordinances.

(h) Secretary's Certificate. Buyer has delivered to Seller the Secretary's Certificate of Buyer, executed by Buyer's Secretary or Assistant Secretary, certifying as to (i) the incumbency and specimen signatures of the officers of Buyer authorized to execute the Agreement and the ancillary transaction documents, (ii) true, correct, and complete copies of the resolutions of Buyer's sole member and managers authorizing the execution, delivery, and performance of the Agreement and the ancillary transaction documents and the consummation of the Transactions, and (iii) true, correct, and complete copies of the organizational documents of Buyer, including Buyer's Certificate of Formation (as filed with the Ohio Secretary of State) and Amended and Restated Limited Liability Company Agreement, each as in effect as of the Closing Date.

(i) Other Deliverables. Buyer has taken all other actions and delivered all other documents, instruments, agreements, and deliverables required to be taken, executed, or delivered by Buyer on or before the Closing Date pursuant to Section 8.2 of the Agreement or otherwise required under the Agreement in connection with the Closing, including, without limitation, delivery of all such ancillary certificates, affidavits, and instruments as may be required under applicable law or as Seller may have reasonably requested in connection with the Closing.

III. CONDITIONS TO BUYER'S OBLIGATIONS

3.1 The undersigned hereby certifies that, as of the Closing Date, all conditions precedent to Buyer's obligation to consummate the Closing set forth in Section 7.1 and Section 7.2 of the Agreement have been satisfied or, to the extent permitted by the Agreement, waived by Buyer. Without limiting the foregoing, the undersigned certifies as follows:

(a) Seller's Representations and Warranties. The representations and warranties of Seller set forth in the Agreement are true and correct as of the Closing Date to the applicable standard set forth in Section 7.2(a) of the Agreement (i.e., the Seller's Fundamental Representations are true and correct in all respects other than de minimis inaccuracies, and all other representations and warranties of Seller are true and correct in all material respects, or, to the extent qualified by materiality or Material Adverse Effect, in all respects), in each case as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly relating to an earlier date).

(b) Seller's Covenants and Obligations. Seller has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Seller at or prior to the Closing Date.

(c) No Material Adverse Effect. Since the date of the Agreement (June 15, 2025), no event, change, effect, circumstance, development, condition, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect with respect to the Business.

(d) Regulatory Approvals and Third-Party Consents. All required regulatory approvals and third-party consents have been obtained, including the following:

(i) Buyer has received or been provided evidence of receipt of the Pennsylvania Bulk Sale Tax Clearance Certificate issued by the Pennsylvania Department of Revenue pursuant to 72 P.S. § 7240, confirming that all taxes of Seller required to be collected or paid in connection with the bulk sale of assets have been paid or that adequate provision therefor has been made.

(ii) Seller has obtained and delivered to Buyer the required third-party consents to the assignment of approximately twelve (12) material contracts identified on Schedule 7.2(d)(ii) to the Agreement, including consents from key customers and suppliers, in each case in form and substance reasonably satisfactory to Buyer.

(iii) With respect to environmental permits, coordination has been completed with the Pennsylvania Department of Environmental Protection ("PA DEP") regarding the transfer or re-issuance of the Title V Air Quality Permit No. TV-10-00287 applicable to the Butler Property and the General Permit GP-3 applicable to the Meadville Property. Seller and Buyer have executed and submitted joint applications for transfer of such permits, and PA DEP has confirmed the acceptability of continued operation under such permits pending final transfer or re-issuance in the name of Buyer.

(iv) With respect to labor and employment matters, Seller has provided evidence of compliance with all union notification and successorship requirements under the collective bargaining agreement, dated as of February 1, 2024, between Seller and the International Paperworkers Union Local 814, including timely written notice to the Union regarding the change of employer and the assumption of the collective bargaining agreement by Buyer as a successor employer.

(e) HSR Act. No filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was required in connection with the Transactions, as confirmed by the legal analysis of Calderwood & Harkness LLP, counsel to Buyer, based on a review of the applicable size-of-person and size-of-transaction thresholds under 15 U.S.C. § 18a and the rules and regulations promulgated thereunder, taking into account the asset carve-out analysis applicable to the Acquired Assets.

(f) No Injunction or Legal Proceeding. No temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order, decree, or ruling issued by any court or other governmental authority of competent jurisdiction is in effect, and no action, suit, proceeding, or investigation is pending or threatened by any governmental authority, that restrains, enjoins, or otherwise prohibits or seeks to restrain, enjoin, or otherwise prohibit the consummation of the Transactions.

(g) Seller's Closing Deliverables. Buyer has received all of the following closing deliverables from Seller, in each case duly executed (where applicable) and in form and substance reasonably satisfactory to Buyer:

(i) the Bill of Sale, duly executed by Seller, in substantially the form attached to the Agreement as Exhibit A;

(ii) the Assignment and Assumption Agreement, duly executed by Seller, in substantially the form attached to the Agreement as Exhibit B;

(iii) the intellectual Property Assignment Agreement, duly executed by Seller, in substantially the form attached to the Agreement as Exhibit C, covering all Transferred intellectual Property, including trademarks, trade names, patents, copyrights, domain names, and know-how used in or related to the Business;

(iv) Special Warranty Deeds, duly executed and acknowledged by Seller, conveying the Butler Property and the Meadville Property to Buyer, free and clear of all Liens other than Permitted Liens;

(v) a Non-Foreign Affidavit of Seller (FIRPTA Certificate), executed by an authorized officer of Seller, certifying under penalty of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code, together with Seller's taxpayer identification number (EIN 25-1784632), in compliance with Treasury Regulation § 1.1445-2(b)(2);

(vi) the Seller's Officer's Certificate, executed by Gerald W. Horvath, President of Seller, certifying as to the accuracy of Seller's representations and warranties and the performance by Seller of its covenants and obligations under the Agreement;

(vii) the Secretary's Certificate of Seller, executed by Seller's Secretary, certifying as to the incumbency and authority of Seller's officers, the resolutions of Seller's board of directors and shareholders authorizing the Transactions, and the organizational documents of Seller;

(viii) the Escrow Agreement, duly executed by Seller and Atlantic Fiduciary Trust Company, as Escrow Agent;

(ix) the Transition Services Agreement, duly executed by Seller, providing for the provision by Seller of certain transitional services to Buyer for a period of up to one hundred twenty (120) days following the Closing Date, at Seller's cost plus five percent (5%), in substantially the form attached to the Agreement as Exhibit D;

(x) Non-Competition and Non-Solicitation Agreements, duly executed by each of Gerald W. Horvath and Michael G. Horvath, in substantially the form attached to the Agreement as Exhibit E;

(xi) the Consulting Agreement, duly executed by Michael G. Horvath, in substantially the form attached to the Agreement as Exhibit F, providing for consulting services to be rendered by Michael G. Horvath to Buyer during the transition period;

(xii) a payoff letter from Merchants & Traders Bank (as lender under Seller's existing revolving credit facility), confirming the outstanding balance of approximately Fourteen Million Two Hundred Thousand Dollars ($14,200,000) as of the Closing Date and providing wire transfer instructions for the payment of such amount at Closing in full satisfaction and discharge of all of Seller's obligations under such revolving credit facility, together with UCC-3 termination statements and such other lien release documentation as necessary to release all Liens of Merchants & Traders Bank on the Acquired Assets; and

(xiii) all other documents, instruments, certificates, and deliverables required to be delivered by Seller pursuant to Section 8.1 of the Agreement.

(h) Title Insurance. Buyer has received owner's title insurance commitments from Sentinel Title Insurance Corporation for both the Butler Property and the Meadville Property, each in an amount not less than the allocated purchase price for such property as set forth in the Agreement, and subject only to the Permitted Liens described in the Agreement and such other exceptions as have been approved by Buyer. The title insurance commitments confirm that Buyer will receive good and marketable fee simple title to the Butler Property and the Meadville Property upon recording of the Special Warranty Deeds, subject only to Permitted Liens.

(i) Environmental Assessments. Buyer has received and reviewed Phase I Environmental Site Assessment reports and Phase II Environmental Site Assessment reports prepared by Greenvale Environmental Sciences LLC for each of the Butler Property and the Meadville Property, and such reports do not identify any recognized environmental conditions, controlled recognized environmental conditions, or other environmental matters that would constitute a Material Adverse Effect or that have not been adequately addressed in the Agreement or the Buyer's Disclosure Schedules.

(j) Financing Availability. Buyer has confirmed the availability of financing for the consummation of the Transactions, consisting of (i) the incremental term loan facility in the aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) under Amendment No. 3 to the Existing Credit Agreement with Pinnacle National Bank, N.A., as Administrative Agent, and the syndicate lenders, all conditions precedent to funding of which have been satisfied or will be satisfied simultaneously with the Closing, and (ii) the equity contribution of Fifty Million Dollars ($50,000,000) from Ridgeway Capital Partners Fund III, LP, which has been funded or will be funded simultaneously with the Closing.

IV. NO MATERIAL ADVERSE EFFECT ON BUYER

4.1 The undersigned hereby certifies that since the date of the Agreement (June 15, 2025), no event, change, effect, circumstance, condition, development, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Buyer's ability to consummate the Transactions, including Buyer's ability to (a) pay the Purchase Price (as adjusted) at the Closing, (b) assume the Assumed Liabilities, (c) perform its obligations under the Agreement and the ancillary transaction documents, or (d) operate the Business following the Closing in the manner contemplated by the Agreement.

V. ABSENCE OF PROCEEDINGS

5.1 The undersigned hereby certifies that, as of the Closing Date, no action, suit, proceeding, claim, arbitration, or investigation is pending or, to the knowledge of the undersigned (after due inquiry of Buyer's executive officers and in-house legal counsel), threatened against Buyer or any of its affiliates before any court, arbitral tribunal, governmental authority, or other body that seeks to restrain, enjoin, prevent, prohibit, or otherwise challenge the consummation of any of the Transactions, or that would, if adversely determined, reasonably be expected to materially impair or delay Buyer's ability to consummate the Transactions or to perform its obligations under the Agreement or any ancillary transaction document.

VI. GOVERNING LAW; AGREEMENT CROSS-REFERENCES; RELIANCE

6.1 This Certificate is delivered pursuant to and in accordance with Sections 7.2, 8.2(d), and 9.3 of the Agreement, and in satisfaction of the conditions to Closing set forth therein. This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would require the application of the laws of any other jurisdiction, consistent with Section 11.8 of the Agreement.

6.2 This Certificate may be relied upon by Seller, Seller's shareholders (Gerald W. Horvath, Patricia A. Horvath, and Michael G. Horvath, each in their capacity as shareholders of Seller), and Seller's legal counsel, Broadmoor Strauss & Kline LLP, in connection with the consummation of the Transactions.

VII. LIMITATION AND DISCLAIMER

7.1 This Certificate is being delivered solely in connection with the Closing of the Transactions contemplated by the Agreement and is subject in all respects to the terms and conditions of the Agreement. Nothing in this Certificate shall be deemed to expand, modify, supplement, or otherwise affect the representations, warranties, covenants, agreements, or obligations of Buyer as set forth in the Agreement or any ancillary transaction document. All certifications, statements, and confirmations set forth in this Certificate are subject to, and qualified in their entirety by, the limitations, qualifications, exceptions, and other provisions set forth in the Agreement, including, without limitation, the Buyer's Disclosure Schedules delivered in connection with the Agreement.

7.2 Nothing in this Certificate shall be construed to create any obligation or liability on the part of Buyer, any affiliate of Buyer, or any officer, director, manager, member, partner, employee, agent, or representative of Buyer beyond that expressly set forth in the Agreement. This Certificate does not constitute a separate or independent source of obligation or liability, and any claim arising out of or related to the certifications set forth herein shall be subject to and governed by the indemnification provisions, limitations of liability, survival periods, and other applicable provisions of the Agreement, including Article X thereof.

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SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF CRESTLINE PACKAGING SOLUTIONS LLC

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of July 31, 2025.

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Thomas R. Garner

Title: Chief Executive Officer

OFFICER'S CERTIFICATE OF CRESTLINE PACKAGING SOLUTIONS LLC
Delivered Pursuant to Section 8.2(d) of the Asset Purchase Agreement
July 31, 2025
This Officer's Certificate (this "Certificate") is delivered in connection with the closing (the "Closing") of the transactions contemplated by that certain Asset Purchase Agreement, dated as of June 15, 2025 (as amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and between Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer"), and Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller"). This Certificate is delivered on July 31, 2025 (the "Closing Date").
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
RECITALS
A. The Agreement was entered into as of June 15, 2025, by and between Buyer and Seller, pursuant to which Buyer is acquiring substantially all of the assets of Seller used in or related to the operation of Seller's packaging manufacturing and distribution business (the "Business") for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000) (the "Purchase Price"), subject to adjustment as set forth in Article II of the Agreement, including adjustments for Net Working Capital, Closing Indebtedness, Seller Transaction Expenses, and Closing Cash.
B. Pursuant to Section 8.2(d) of the Agreement, Buyer is required to deliver this Officer's Certificate at the Closing as a condition to Seller's obligation to consummate the transactions contemplated by the Agreement (the "Transactions"). The delivery of this Certificate constitutes the satisfaction of such condition, subject to Seller's rights under the Agreement to determine whether the certifications set forth herein are accurate and complete.
C. The undersigned, Thomas R. Garner, is a duly authorized officer of Buyer, has been duly authorized by the sole member and the managers of Buyer to execute and deliver this Certificate on behalf of Buyer in connection with the Closing, and is familiar with the Transactions and the matters set forth herein. The undersigned has reviewed the Agreement, the ancillary transaction documents, and such other documents, records, and materials as the undersigned has deemed necessary or appropriate for the purpose of making the certifications set forth in this Certificate.
CERTIFICATIONS
The undersigned, Thomas R. Garner, in his capacity as Chief Executive Officer of Crestline Packaging Solutions LLC, a limited liability company duly organized and existing under the laws of the State of Ohio, having its principal office at 4100 Commerce Parkway, Suite 800, Akron, OH 44308, hereby certifies, in such capacity and not in his individual capacity, as follows:
I. REPRESENTATIONS AND WARRANTIES
1.1 The undersigned hereby certifies that each of the representations and warranties of Buyer set forth in Article V of the Agreement (other than the Fundamental Representations of Buyer set forth in Sections 5.1, 5.2, 5.3, and 5.4 of the Agreement (collectively, the "Buyer's Fundamental Representations")) is true and correct in all material respects as of the Closing Date, with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that with respect to any representation or warranty of Buyer that is qualified by materiality, Material Adverse Effect, or words of similar import, such representation or warranty is true and correct in all respects (without giving effect to any such materiality, Material Adverse Effect, or similar qualification) as of the Closing Date. To the extent that any such representation or warranty expressly relates to an earlier date, the foregoing certification is made as of such earlier date rather than as of the Closing Date.
1.2 The undersigned hereby certifies that each of the Buyer's Fundamental Representations is true and correct in all respects (other than de minimis inaccuracies that, individually or in the aggregate, are not material to Seller) as of the Closing Date, with the same force and effect as though each such Buyer's Fundamental Representation had been made on and as of the Closing Date. Without limiting the generality of the foregoing, the undersigned certifies as follows with respect to the subject matter of each Buyer's Fundamental Representation:
(a) Organization and Valid Existence. Crestline Packaging Solutions LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio (Ohio Secretary of State Filing No. 4287653). Buyer has full limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as contemplated to be conducted following the Closing. Buyer is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties requires such qualification or licensing, except where the failure to be so qualified, licensed, or in good standing would not, individually or in the aggregate, have a material adverse effect on Buyer's ability to consummate the Transactions.
(b) Authority and Due Authorization. Buyer has full limited liability company power and authority to enter into and perform its obligations under the Agreement and each of the ancillary transaction documents to which Buyer is or will be a party, and to consummate the Transactions. The execution, delivery, and performance by Buyer of the Agreement and each such ancillary transaction document, and the consummation of the Transactions, have been duly and validly authorized by all requisite limited liability company action on the part of Buyer, including approval by Buyer's sole member, Ridgeway Capital Partners Fund III, LP, and no other limited liability company proceedings on the part of Buyer are necessary to authorize the Agreement, the ancillary transaction documents, or the consummation of the Transactions.
(c) Due Execution and Enforceability. The Agreement has been duly executed and delivered by Buyer and constitutes, and each ancillary transaction document to which Buyer is or will be a party, when duly executed and delivered by Buyer, will constitute, a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(d) No Conflicts. The execution, delivery, and performance by Buyer of the Agreement and the ancillary transaction documents to which Buyer is or will be a party, and the consummation of the Transactions, do not and will not: (i) violate, conflict with, or result in a breach of any provision of the organizational documents of Buyer, including Buyer's Certificate of Formation or Amended and Restated Limited Liability Company Agreement; (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or give rise to any right of termination, acceleration, or cancellation under, any material agreement, contract, or instrument to which Buyer is a party or by which Buyer or any of its assets or properties is bound, including the Existing Credit Agreement, dated as of November 15, 2021, among Buyer, certain affiliates of Buyer party thereto, Pinnacle National Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto (the "Existing Credit Agreement"), as amended by Amendment No. 1, dated March 8, 2022, Amendment No. 2, dated September 22, 2023, and Amendment No. 3, dated April 14, 2025 (Reference PCL-2025-04-1187); or (iii) violate or result in a breach of any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority applicable to Buyer or any of its assets or properties.
1.3 The undersigned further certifies, in connection with the Buyer's representations and warranties set forth in Article V of the Agreement, that the following matters remain true and correct as of the Closing Date:
(a) Sufficiency of Funds. Buyer has, and at the Closing will have, sufficient funds available to pay the Purchase Price (as adjusted pursuant to the Agreement) and all fees and expenses of Buyer incurred in connection with the Transactions. Without limiting the foregoing, (i) Buyer has received and accepted a fully executed copy of Amendment No. 3 to the Existing Credit Agreement (Reference PCL-2025-04-1187), pursuant to which the incremental term loan lenders have committed to provide an incremental term loan facility in the aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) on the terms and conditions set forth therein, and all conditions precedent to the funding of such incremental term loan on the Closing Date have been satisfied or will be satisfied simultaneously with the Closing, and (ii) Buyer has received a binding equity commitment letter from Ridgeway Capital Partners Fund III, LP, pursuant to which Ridgeway Capital Partners Fund III, LP has committed to contribute Fifty Million Dollars ($50,000,000) in equity capital to Buyer on or prior to the Closing Date, and such equity contribution has been funded or will be funded simultaneously with the Closing.
(b) No Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the Knowledge of Buyer, threatened against Buyer or any of its affiliates before any court, arbitral tribunal, administrative agency, or other governmental authority that would prevent, materially delay, or materially impair the ability of Buyer to consummate the Transactions or to perform its obligations under the Agreement or any ancillary transaction document.
(c) Brokers and Finders. No broker, finder, investment banker, financial advisor, or other Person is entitled to any broker's, finder's, financial advisor's, or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Buyer, other than fees payable by Buyer to Keystone Strategic Advisors LLC, which fees shall be borne solely by Buyer.
(d) Solvency. Immediately after giving effect to the Closing, including the payment of the Purchase Price, the assumption of the Assumed Liabilities, and the funding of the incremental term loan and the equity contribution, Buyer will be Solvent. For purposes of this Certificate, "Solvent" means that, as of the Closing Date and after giving effect to the Transactions: (i) the fair saleable value of Buyer's assets will exceed Buyer's liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities); (ii) Buyer will be able to pay its debts and other liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) as they become due in the ordinary course of business; and (iii) Buyer will not have unreasonably small capital with which to conduct its business as contemplated to be conducted following the Closing.
II. COVENANTS AND OBLIGATIONS
2.1 The undersigned hereby certifies that Buyer has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Buyer at or prior to the Closing Date, including, without limitation, the following:
(a) Escrow Deposit. Buyer has delivered the Escrow Amount of Nine Million Dollars ($9,000,000), representing five percent (5%) of the Purchase Price, to Atlantic Fiduciary Trust Company, as Escrow Agent, by wire transfer of immediately available funds to the escrow account designated in the Escrow Agreement, pursuant to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among Buyer, Seller, and Atlantic Fiduciary Trust Company, as Escrow Agent (the "Escrow Agreement"). The Escrow Amount shall be held and disbursed by the Escrow Agent in accordance with the terms of the Escrow Agreement and Article X of the Agreement.
(b) Assignment and Assumption Agreement. Buyer has executed and delivered to Seller a counterpart of the Assignment and Assumption Agreement, in substantially the form attached to the Agreement as Exhibit B, pursuant to which Buyer has assumed the Assumed Contracts (consisting of approximately forty-seven (47) material contracts identified on Schedule 2.1(b) to the Agreement) and the Assumed Liabilities, effective as of the Closing.
(c) Bill of Sale Acknowledgment. Buyer has executed and delivered to Seller an acknowledgment of receipt and acceptance of the Bill of Sale, in substantially the form attached to the Agreement as Exhibit A, evidencing the transfer of the Acquired Assets from Seller to Buyer.
(d) Incremental Term Loan Amendment. Buyer has delivered to Seller a fully executed copy of Amendment No. 3 to the Existing Credit Agreement (Reference PCL-2025-04-1187), dated as of April 14, 2025, by and among Buyer, certain affiliates of Buyer party thereto, Pinnacle National Bank, N.A., as Administrative Agent, and the incremental term loan lenders party thereto, including Commonwealth Merchant Bank and Heartland Commercial Finance LLC, as syndicate lenders, together with evidence that all conditions precedent to the funding of the incremental term loan facility thereunder in the aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) have been satisfied or waived and that such incremental term loan will be funded simultaneously with the Closing.
(e) Pennsylvania Bulk Sale Notice Cooperation. Buyer has cooperated with Seller in connection with Seller's filing of the Pennsylvania Bulk Sale Notice with the Pennsylvania Department of Revenue as required under 72 P.S. § 7240 and applicable regulations, including by providing such information regarding Buyer, the Transactions, and the Acquired Assets as was reasonably requested by Seller or its counsel for purposes of such filing.
(f) Acceptance of Special Warranty Deeds. Buyer has accepted delivery of the executed Special Warranty Deeds from Seller for the following Owned Real Properties:
(i) the real property commonly known as 250 Industrial Boulevard, Butler, Pennsylvania 16001, consisting of approximately 285,000 square feet of manufacturing and warehouse space situated on approximately 22.5 acres (the "Butler Property"), as more particularly described in the deed recorded or to be recorded with the Butler County Recorder of Deeds; and
(ii) the real property commonly known as 1480 Conneaut Lake Road, Meadville, Pennsylvania 16335, consisting of approximately 110,000 square feet of manufacturing and distribution space situated on approximately 8.2 acres (the "Meadville Property"), as more particularly described in the deed recorded or to be recorded with the Crawford County Recorder of Deeds.
(g) Pennsylvania Realty Transfer Tax. Buyer has paid, or caused to be paid, Buyer's share of the estimated Pennsylvania Realty Transfer Tax in an amount of approximately One Hundred Eighty Thousand Dollars ($180,000), representing Buyer's fifty percent (50%) share of the estimated Three Hundred Sixty Thousand Dollars ($360,000) in combined state and local realty transfer taxes applicable to the conveyance of the Butler Property and the Meadville Property, in each case computed in accordance with 72 P.S. § 8102-C and applicable county and municipal ordinances.
(h) Secretary's Certificate. Buyer has delivered to Seller the Secretary's Certificate of Buyer, executed by Buyer's Secretary or Assistant Secretary, certifying as to (i) the incumbency and specimen signatures of the officers of Buyer authorized to execute the Agreement and the ancillary transaction documents, (ii) true, correct, and complete copies of the resolutions of Buyer's sole member and managers authorizing the execution, delivery, and performance of the Agreement and the ancillary transaction documents and the consummation of the Transactions, and (iii) true, correct, and complete copies of the organizational documents of Buyer, including Buyer's Certificate of Formation (as filed with the Ohio Secretary of State) and Amended and Restated Limited Liability Company Agreement, each as in effect as of the Closing Date.
(i) Other Deliverables. Buyer has taken all other actions and delivered all other documents, instruments, agreements, and deliverables required to be taken, executed, or delivered by Buyer on or before the Closing Date pursuant to Section 8.2 of the Agreement or otherwise required under the Agreement in connection with the Closing, including, without limitation, delivery of all such ancillary certificates, affidavits, and instruments as may be required under applicable law or as Seller may have reasonably requested in connection with the Closing.
III. CONDITIONS TO BUYER'S OBLIGATIONS
3.1 The undersigned hereby certifies that, as of the Closing Date, all conditions precedent to Buyer's obligation to consummate the Closing set forth in Section 7.1 and Section 7.2 of the Agreement have been satisfied or, to the extent permitted by the Agreement, waived by Buyer. Without limiting the foregoing, the undersigned certifies as follows:
(a) Seller's Representations and Warranties. The representations and warranties of Seller set forth in the Agreement are true and correct as of the Closing Date to the applicable standard set forth in Section 7.2(a) of the Agreement (i.e., the Seller's Fundamental Representations are true and correct in all respects other than de minimis inaccuracies, and all other representations and warranties of Seller are true and correct in all material respects, or, to the extent qualified by materiality or Material Adverse Effect, in all respects), in each case as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly relating to an earlier date).
(b) Seller's Covenants and Obligations. Seller has performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Seller at or prior to the Closing Date.
(c) No Material Adverse Effect. Since the date of the Agreement (June 15, 2025), no event, change, effect, circumstance, development, condition, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect with respect to the Business.
(d) Regulatory Approvals and Third-Party Consents. All required regulatory approvals and third-party consents have been obtained, including the following:
(i) Buyer has received or been provided evidence of receipt of the Pennsylvania Bulk Sale Tax Clearance Certificate issued by the Pennsylvania Department of Revenue pursuant to 72 P.S. § 7240, confirming that all taxes of Seller required to be collected or paid in connection with the bulk sale of assets have been paid or that adequate provision therefor has been made.
(ii) Seller has obtained and delivered to Buyer the required third-party consents to the assignment of approximately twelve (12) material contracts identified on Schedule 7.2(d)(ii) to the Agreement, including consents from key customers and suppliers, in each case in form and substance reasonably satisfactory to Buyer.
(iii) With respect to environmental permits, coordination has been completed with the Pennsylvania Department of Environmental Protection ("PA DEP") regarding the transfer or re-issuance of the Title V Air Quality Permit No. TV-10-00287 applicable to the Butler Property and the General Permit GP-3 applicable to the Meadville Property. Seller and Buyer have executed and submitted joint applications for transfer of such permits, and PA DEP has confirmed the acceptability of continued operation under such permits pending final transfer or re-issuance in the name of Buyer.
(iv) With respect to labor and employment matters, Seller has provided evidence of compliance with all union notification and successorship requirements under the collective bargaining agreement, dated as of February 1, 2024, between Seller and the International Paperworkers Union Local 814, including timely written notice to the Union regarding the change of employer and the assumption of the collective bargaining agreement by Buyer as a successor employer.
(e) HSR Act. No filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was required in connection with the Transactions, as confirmed by the legal analysis of Calderwood & Harkness LLP, counsel to Buyer, based on a review of the applicable size-of-person and size-of-transaction thresholds under 15 U.S.C. § 18a and the rules and regulations promulgated thereunder, taking into account the asset carve-out analysis applicable to the Acquired Assets.
(f) No Injunction or Legal Proceeding. No temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order, decree, or ruling issued by any court or other governmental authority of competent jurisdiction is in effect, and no action, suit, proceeding, or investigation is pending or threatened by any governmental authority, that restrains, enjoins, or otherwise prohibits or seeks to restrain, enjoin, or otherwise prohibit the consummation of the Transactions.
(g) Seller's Closing Deliverables. Buyer has received all of the following closing deliverables from Seller, in each case duly executed (where applicable) and in form and substance reasonably satisfactory to Buyer:
(i) the Bill of Sale, duly executed by Seller, in substantially the form attached to the Agreement as Exhibit A;
(ii) the Assignment and Assumption Agreement, duly executed by Seller, in substantially the form attached to the Agreement as Exhibit B;
(iii) the intellectual Property Assignment Agreement, duly executed by Seller, in substantially the form attached to the Agreement as Exhibit C, covering all Transferred intellectual Property, including trademarks, trade names, patents, copyrights, domain names, and know-how used in or related to the Business;
(iv) Special Warranty Deeds, duly executed and acknowledged by Seller, conveying the Butler Property and the Meadville Property to Buyer, free and clear of all Liens other than Permitted Liens;
(v) a Non-Foreign Affidavit of Seller (FIRPTA Certificate), executed by an authorized officer of Seller, certifying under penalty of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code, together with Seller's taxpayer identification number (EIN 25-1784632), in compliance with Treasury Regulation § 1.1445-2(b)(2);
(vi) the Seller's Officer's Certificate, executed by Gerald W. Horvath, President of Seller, certifying as to the accuracy of Seller's representations and warranties and the performance by Seller of its covenants and obligations under the Agreement;
(vii) the Secretary's Certificate of Seller, executed by Seller's Secretary, certifying as to the incumbency and authority of Seller's officers, the resolutions of Seller's board of directors and shareholders authorizing the Transactions, and the organizational documents of Seller;
(viii) the Escrow Agreement, duly executed by Seller and Atlantic Fiduciary Trust Company, as Escrow Agent;
(ix) the Transition Services Agreement, duly executed by Seller, providing for the provision by Seller of certain transitional services to Buyer for a period of up to one hundred twenty (120) days following the Closing Date, at Seller's cost plus five percent (5%), in substantially the form attached to the Agreement as Exhibit D;
(x) Non-Competition and Non-Solicitation Agreements, duly executed by each of Gerald W. Horvath and Michael G. Horvath, in substantially the form attached to the Agreement as Exhibit E;
(xi) the Consulting Agreement, duly executed by Michael G. Horvath, in substantially the form attached to the Agreement as Exhibit F, providing for consulting services to be rendered by Michael G. Horvath to Buyer during the transition period;
(xii) a payoff letter from Merchants & Traders Bank (as lender under Seller's existing revolving credit facility), confirming the outstanding balance of approximately Fourteen Million Two Hundred Thousand Dollars ($14,200,000) as of the Closing Date and providing wire transfer instructions for the payment of such amount at Closing in full satisfaction and discharge of all of Seller's obligations under such revolving credit facility, together with UCC-3 termination statements and such other lien release documentation as necessary to release all Liens of Merchants & Traders Bank on the Acquired Assets; and
(xiii) all other documents, instruments, certificates, and deliverables required to be delivered by Seller pursuant to Section 8.1 of the Agreement.
(h) Title Insurance. Buyer has received owner's title insurance commitments from Sentinel Title Insurance Corporation for both the Butler Property and the Meadville Property, each in an amount not less than the allocated purchase price for such property as set forth in the Agreement, and subject only to the Permitted Liens described in the Agreement and such other exceptions as have been approved by Buyer. The title insurance commitments confirm that Buyer will receive good and marketable fee simple title to the Butler Property and the Meadville Property upon recording of the Special Warranty Deeds, subject only to Permitted Liens.
(i) Environmental Assessments. Buyer has received and reviewed Phase I Environmental Site Assessment reports and Phase II Environmental Site Assessment reports prepared by Greenvale Environmental Sciences LLC for each of the Butler Property and the Meadville Property, and such reports do not identify any recognized environmental conditions, controlled recognized environmental conditions, or other environmental matters that would constitute a Material Adverse Effect or that have not been adequately addressed in the Agreement or the Buyer's Disclosure Schedules.
(j) Financing Availability. Buyer has confirmed the availability of financing for the consummation of the Transactions, consisting of (i) the incremental term loan facility in the aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) under Amendment No. 3 to the Existing Credit Agreement with Pinnacle National Bank, N.A., as Administrative Agent, and the syndicate lenders, all conditions precedent to funding of which have been satisfied or will be satisfied simultaneously with the Closing, and (ii) the equity contribution of Fifty Million Dollars ($50,000,000) from Ridgeway Capital Partners Fund III, LP, which has been funded or will be funded simultaneously with the Closing.
IV. NO MATERIAL ADVERSE EFFECT ON BUYER
4.1 The undersigned hereby certifies that since the date of the Agreement (June 15, 2025), no event, change, effect, circumstance, condition, development, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Buyer's ability to consummate the Transactions, including Buyer's ability to (a) pay the Purchase Price (as adjusted) at the Closing, (b) assume the Assumed Liabilities, (c) perform its obligations under the Agreement and the ancillary transaction documents, or (d) operate the Business following the Closing in the manner contemplated by the Agreement.
V. ABSENCE OF PROCEEDINGS
5.1 The undersigned hereby certifies that, as of the Closing Date, no action, suit, proceeding, claim, arbitration, or investigation is pending or, to the knowledge of the undersigned (after due inquiry of Buyer's executive officers and in-house legal counsel), threatened against Buyer or any of its affiliates before any court, arbitral tribunal, governmental authority, or other body that seeks to restrain, enjoin, prevent, prohibit, or otherwise challenge the consummation of any of the Transactions, or that would, if adversely determined, reasonably be expected to materially impair or delay Buyer's ability to consummate the Transactions or to perform its obligations under the Agreement or any ancillary transaction document.
VI. GOVERNING LAW; AGREEMENT CROSS-REFERENCES; RELIANCE
6.1 This Certificate is delivered pursuant to and in accordance with Sections 7.2, 8.2(d), and 9.3 of the Agreement, and in satisfaction of the conditions to Closing set forth therein. This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would require the application of the laws of any other jurisdiction, consistent with Section 11.8 of the Agreement.
6.2 This Certificate may be relied upon by Seller, Seller's shareholders (Gerald W. Horvath, Patricia A. Horvath, and Michael G. Horvath, each in their capacity as shareholders of Seller), and Seller's legal counsel, Broadmoor Strauss & Kline LLP, in connection with the consummation of the Transactions.
VII. LIMITATION AND DISCLAIMER
7.1 This Certificate is being delivered solely in connection with the Closing of the Transactions contemplated by the Agreement and is subject in all respects to the terms and conditions of the Agreement. Nothing in this Certificate shall be deemed to expand, modify, supplement, or otherwise affect the representations, warranties, covenants, agreements, or obligations of Buyer as set forth in the Agreement or any ancillary transaction document. All certifications, statements, and confirmations set forth in this Certificate are subject to, and qualified in their entirety by, the limitations, qualifications, exceptions, and other provisions set forth in the Agreement, including, without limitation, the Buyer's Disclosure Schedules delivered in connection with the Agreement.
7.2 Nothing in this Certificate shall be construed to create any obligation or liability on the part of Buyer, any affiliate of Buyer, or any officer, director, manager, member, partner, employee, agent, or representative of Buyer beyond that expressly set forth in the Agreement. This Certificate does not constitute a separate or independent source of obligation or liability, and any claim arising out of or related to the certifications set forth herein shall be subject to and governed by the indemnification provisions, limitations of liability, survival periods, and other applicable provisions of the Agreement, including Article X thereof.
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SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF CRESTLINE PACKAGING SOLUTIONS LLC
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of July 31, 2025.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Thomas R. Garner
Title: Chief Executive Officer