1006-00006 · Client 1006 · Closing

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SECRETARY'S CERTIFICATE OF CRESTLINE PACKAGING SOLUTIONS LLC

Delivered Pursuant to Section 8.2(d) of the Asset Purchase Agreement dated as of June 15, 2025

Closing Date: July 31, 2025

Reference: Asset Purchase Agreement by and among Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer" or the "Company"), and Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller")

I. INTRODUCTORY RECITALS AND CERTIFYING OFFICER IDENTIFICATION

The undersigned, Sandra K. Liu, hereby certifies as follows in her capacity as General Counsel and Secretary of Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Company" or "Buyer"):

The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio, with its principal office located at 4100 Commerce Parkway, Suite 800, Akron, Ohio 44308. The Company's filing number with the Ohio Secretary of State is 4287653, and the Company's federal Employer Identification Number is 84-3291047. The Company's registered agent for service of process in the State of Ohio is Capitol Statutory Services Inc., with an office address at 65 East Ashbury Asset Advisors, Columbus, Ohio 43215.

The undersigned is duly authorized to execute and deliver this Secretary's Certificate (this "Certificate") on behalf of the Company. The undersigned has personal knowledge of the matters certified herein and has access to the books and records of the Company necessary to verify the accuracy and completeness of the certifications set forth below.

This Certificate is delivered at the Closing (as defined in the APA) of the transactions contemplated by that certain Asset Purchase Agreement dated as of June 15, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time, the "APA"), by and among Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., a Pennsylvania corporation, as Seller, pursuant to which Buyer is acquiring substantially all of the assets of Seller used in or related to Seller's corrugated and specialty packaging manufacturing business for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to the purchase price adjustment provisions set forth in the APA.

This Certificate is delivered in satisfaction of the closing conditions set forth in Section 8.2(d) of the APA, which requires Buyer to deliver to Seller at or prior to the Closing a certificate of the Secretary (or equivalent officer) of Buyer, dated as of the Closing Date, certifying, among other things, the incumbency and signatures of the officers of Buyer authorized to execute and deliver the APA and the ancillary documents, the organizational documents of Buyer, and the resolutions of the members and/or managers of Buyer authorizing the transactions contemplated by the APA.

All capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the APA.

II. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS

A. Certificate of Formation

I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Crestline Packaging Solutions LLC (the "Certificate of Formation"), as originally filed with the Ohio Secretary of State on March 12, 2019, together with all amendments thereto through and including the date hereof. The Certificate of Formation, as so amended, has been in continuous effect since the date of its original filing and constitutes the sole certificate of formation or similar organizational filing governing the formation and existence of the Company under the laws of the State of Ohio.

I further certify that the Certificate of Formation has not been further amended, modified, restated, supplemented, or otherwise changed since the date of the last amendment attached thereto as part of Exhibit A, and that no action has been taken or authorized by the members, managers, or officers of the Company to effect any such amendment, modification, restatement, or supplement.

I further certify that the Company remains duly organized, validly existing, and in good standing under the laws of the State of Ohio as of the date hereof and the Closing Date, and that no articles of dissolution, certificate of cancellation, or similar instrument has been filed or authorized to be filed with the Ohio Secretary of State with respect to the Company.

B. Operating Agreement

I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Operating Agreement of Crestline Packaging Solutions LLC, dated as of September 1, 2020, as amended by that certain First Amendment to the Amended and Restated Operating Agreement dated as of February 15, 2022, and that certain Second Amendment to the Amended and Restated Operating Agreement dated as of January 10, 2024 (collectively, the "Operating Agreement"), including all amendments, supplements, side letters, and modifications thereto through and including the date hereof.

I further certify that the Operating Agreement has not been further amended, modified, restated, supplemented, or otherwise changed except as set forth in the copy attached hereto as Exhibit B, and that no action has been taken or authorized by the members, managers, or officers of the Company to effect any such amendment, modification, restatement, or supplement other than as evidenced in such attached copy.

I further certify that Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership (acting through its general partner, Ridgeway Capital GP III LLC, a Delaware limited liability company), is the majority member of the Company, holding approximately seventy-eight percent (78%) of the outstanding membership interests of the Company as of the date hereof. The Operating Agreement constitutes the sole agreement among the members of the Company governing the management, affairs, and operations of the Company.

C. Certificate of Good Standing

I hereby certify that attached hereto as Exhibit C is a certificate of good standing (also referred to as a certificate of existence or certificate of subsistence) for Crestline Packaging Solutions LLC issued by the Ohio Secretary of State, Ohio Secretary of State Filing No. 4287653, dated not more than five (5) business days prior to the Closing Date.

I further certify that, to the best of my knowledge and based upon my review of the Company's records and communications with the Ohio Secretary of State's office, no event has occurred since the date of such certificate of good standing that would cause the Company to no longer be in good standing under the laws of the State of Ohio, and the Company has timely filed all required reports and paid all required fees, taxes, and charges to the Ohio Secretary of State and the Ohio Department of Taxation necessary to maintain such good standing.

III. CERTIFICATION OF AUTHORIZING RESOLUTIONS

A. Member/Manager Resolutions

I hereby certify that attached hereto as Exhibit D is a true, correct, and complete copy of the Unanimous Written Consent in Lieu of a Meeting of the Members and Managers of Crestline Packaging Solutions LLC (the "Resolutions"), duly adopted and executed effective as of June 14, 2025, in accordance with the provisions of the Operating Agreement and applicable provisions of the Ohio Revised Code, including without limitation Ohio Revised Code Chapter 1706.

I further certify that the Resolutions authorize the following actions, among others, as more fully set forth in the copy attached as Exhibit D:

1. Authorization of the Asset Purchase Agreement. The Resolutions approve and authorize the execution, delivery, and performance by the Company of the Asset Purchase Agreement dated as of June 15, 2025, by and among Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., a Pennsylvania corporation, as Seller, for the acquisition of substantially all of the assets of Seller used in or related to Seller's corrugated and specialty packaging manufacturing business, including all machinery, equipment, inventory, accounts receivable, intellectual property, real property, contracts, permits, and other assets as more particularly described in the APA, for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to the purchase price adjustment provisions set forth therein, with such APA to be governed by the laws of the State of New York. The Resolutions further authorize the Company to perform all of its obligations under the APA and to consummate the transactions contemplated thereby on the terms and conditions set forth therein, with such modifications, amendments, and waivers as may be approved by any Authorized Officer (as defined below) in his or her reasonable discretion.

2. Authorization of Ancillary Transaction Documents. The Resolutions approve and authorize the execution, delivery, and performance by the Company of each of the ancillary agreements, instruments, certificates, and documents contemplated by the APA or otherwise required in connection with the consummation of the transactions contemplated thereby (collectively, the "Ancillary Documents"), including without limitation the following:

(a) Bill of Sale. The Bill of Sale to be executed and delivered by Seller in favor of Buyer at the Closing, conveying to Buyer all of Seller's right, title, and interest in and to the Purchased Assets (as defined in the APA), and Buyer's acceptance thereof;

(b) Assignment and Assumption Agreement. The Assignment and Assumption Agreement to be executed and delivered by Seller and Buyer at the Closing, pursuant to which Seller shall assign to Buyer, and Buyer shall assume, the Assumed Liabilities and approximately forty-seven (47) material contracts identified on Schedule 2.1(g) of the APA, including customer supply agreements, vendor purchase orders, equipment leases, and other executory contracts of Seller;

(c) intellectual Property Assignment Agreement. The intellectual Property Assignment Agreement to be executed and delivered by Seller and Buyer at the Closing, pursuant to which Seller shall assign to Buyer all of Seller's right, title, and interest in and to the Transferred intellectual Property, including United States Patent Nos. 10,842,117; 11,203,445; and 11,567,892; registered trademarks including "ALLEGHENY VALLEY" (U.S. Reg. No. 3,412,867) and "PACKSEAL" (U.S. Reg. No. 4,721,098); domain names; trade secrets; and proprietary manufacturing processes;

(d) Special Warranty Deed — Butler Property. The Special Warranty Deed to be executed and delivered by Seller in favor of Buyer at the Closing, conveying to Buyer all of Seller's right, title, and interest in and to that certain real property located at 250 Industrial Boulevard, Butler, Pennsylvania 16001, consisting of approximately 285,000 square feet of manufacturing and warehouse space situated on approximately 22.5 acres, as more particularly described in Exhibit A to the deed (the "Butler Property");

(e) Special Warranty Deed — Meadville Property. The Special Warranty Deed to be executed and delivered by Seller in favor of Buyer at the Closing, conveying to Buyer all of Seller's right, title, and interest in and to that certain real property located at 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, as more particularly described in Exhibit A to the deed (the "Meadville Property");

(f) Escrow Agreement. The Escrow Agreement to be entered into by and among Buyer, Seller, and Atlantic Fiduciary Trust Company, as Escrow Agent, at the Closing, pursuant to which Buyer shall deposit into escrow the sum of Nine Million Dollars ($9,000,000) (the "Escrow Amount") to secure the indemnification obligations of Seller under Article X of the APA, with such Escrow Amount to be held, invested, and disbursed in accordance with the terms and conditions of such Escrow Agreement;

(g) Transition Services Agreement. The Transition Services Agreement to be entered into by and among Buyer and Seller at the Closing, pursuant to which Seller shall provide to Buyer certain transitional services, including information technology support, payroll processing, environmental compliance assistance, and customer relationship management, for a period of up to twelve (12) months following the Closing Date, on the terms and conditions set forth therein;

(h) Non-Competition and Non-Solicitation Agreement with Gerald W. Horvath. The Non-Competition and Non-Solicitation Agreement to be entered into by and among Buyer and Gerald W. Horvath, the founder and current Chairman of the Board of Directors of Seller, at the Closing, pursuant to which Mr. Horvath shall agree to certain restrictive covenants, including non-competition and non-solicitation obligations, for a period of five (5) years following the Closing Date within the geographic territory described therein;

(i) Non-Competition and Non-Solicitation Agreement with Michael G. Horvath. The Non-Competition and Non-Solicitation Agreement to be entered into by and among Buyer and Michael G. Horvath, the President and Chief Executive Officer of Seller, at the Closing, pursuant to which Mr. Horvath shall agree to certain restrictive covenants, including non-competition and non-solicitation obligations, for a period of four (4) years following the Closing Date within the geographic territory described therein;

(j) Consulting Agreement with Michael G. Horvath. The Consulting Agreement to be entered into by and among Buyer and Michael G. Horvath at the Closing, pursuant to which Mr. Horvath shall provide consulting and advisory services to Buyer with respect to the operation of the acquired business for a period of twenty-four (24) months following the Closing Date, on the terms and conditions set forth therein;

(k) Buyer's Closing Certificate. The Buyer's Closing Certificate to be delivered by Buyer to Seller at the Closing pursuant to Section 8.2(c) of the APA, certifying as to the accuracy of Buyer's representations and warranties contained in the APA and Buyer's compliance with the covenants and agreements to be performed by Buyer on or prior to the Closing Date; and

(l) Other Documents. Any and all other certificates, instruments, agreements, documents, notices, filings, or other writings required or contemplated to be delivered by Buyer at or in connection with the Closing, or otherwise necessary or desirable to effectuate the transactions contemplated by the APA and the Ancillary Documents.

3. Authorization of Financing Documents. The Resolutions approve and authorize the execution, delivery, and performance by the Company of all documents, instruments, agreements, and certificates required in connection with the financing of the transactions contemplated by the APA, including without limitation:

(a) Amendment No. 3 to Credit Agreement. Amendment No. 3 to that certain Credit Agreement dated as of November 15, 2021 (as previously amended by Amendment No. 1 dated March 30, 2023, and Amendment No. 2 dated August 12, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), by and among the Company, as Borrower, Pinnacle National Bank, N.A., as Administrative Agent, and the lenders party thereto from time to time (including Commonwealth Merchant Bank and Heartland Commercial Finance LLC), establishing an incremental term loan facility in the aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) (the "Incremental Term Loan Facility"), the proceeds of which shall be used, together with the Equity Contribution (as defined below) and cash on hand, to fund the payment of the purchase price under the APA, the deposit of the Escrow Amount, and the payment of fees and expenses incurred in connection with the transactions;

(b) Perfection Certificate and Collateral Documents. The Perfection Certificate to be delivered by the Company to the Administrative Agent at the Closing, together with all related UCC-1 financing statements to be filed in the State of Ohio and such other jurisdictions as the Administrative Agent may reasonably require, and all other collateral documents, security agreements, pledge agreements, deposit account control agreements, intellectual property security agreements, and mortgages required to be delivered by the Company in connection with the Incremental Term Loan Facility; and

(c) Legal Opinion. The legal opinion of Calderwood & Harkness LLP, counsel to the Company, to be delivered to Pinnacle National Bank, N.A., as Administrative Agent, at the Closing, addressing the due organization, valid existence, and good standing of the Company, the due authorization, execution, and delivery of the financing documents, the enforceability of the financing documents against the Company, and such other matters as the Administrative Agent may reasonably request.

4. Authorization of Equity Contribution. The Resolutions acknowledge and authorize the acceptance by the Company of an equity contribution in the aggregate amount of Fifty Million Dollars ($50,000,000) (the "Equity Contribution") from Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership, the Company's majority member, pursuant to that certain Equity Commitment Letter dated as of April 22, 2025, by and between the Company and Ridgeway Capital Partners Fund III, LP, and the issuance of such additional membership interests in the Company to Ridgeway Capital Partners Fund III, LP as may be required under the Operating Agreement in connection with such Equity Contribution.

5. Authorization of Tax and Regulatory Filings. The Resolutions authorize the Company to make, execute, file, and deliver all tax returns, regulatory filings, notices, applications, and other documents required or advisable in connection with the transactions contemplated by the APA, including without limitation:

(a) the Pennsylvania Bulk Sale Notice to the Pennsylvania Department of Revenue, as required under 72 P.S. § 1403, in connection with the acquisition of substantially all of the assets of Seller;

(b) Internal Revenue Service Form 8594 (Asset Acquisition Statement Under Section 1060) reflecting the allocation of the purchase price among the Purchased Assets in accordance with Section 3.3 of the APA and the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended;

(c) environmental permit transfer applications with respect to the Pennsylvania Department of Environmental Protection Title V Operating Permit No. TV-10-00287 for the Butler Property and the Pennsylvania Department of Environmental Protection General Permit No. GP-3 for the Meadville Property, and any other environmental permits or approvals required to be transferred to or obtained by Buyer in connection with the operation of the acquired business at the Butler Property and the Meadville Property; and

(d) any applications for foreign qualification or registration of the Company to transact business in the Commonwealth of Pennsylvania or any other jurisdiction in which the ownership of the Purchased Assets or the conduct of the acquired business may require such qualification or registration.

6. Designation of Authorized Officers. The Resolutions designate and authorize each of Thomas R. Garner, in his capacity as Chief Executive Officer of the Company, Priya Mehta, in her capacity as Chief Financial Officer of the Company, and Sandra K. Liu, in her capacity as General Counsel and Secretary of the Company (each, an "Authorized Officer" and, collectively, the "Authorized Officers"), each acting individually and severally (and not jointly), to execute and deliver, in the name and on behalf of the Company, any and all documents, instruments, agreements, certificates, notices, filings, and other writings contemplated by the APA, the Ancillary Documents, and the Financing Documents, or otherwise required or desirable in connection with the consummation of the transactions contemplated thereby, and to take all such further actions, make all such further filings, give all such further notices, and execute and deliver all such further documents and instruments as any such Authorized Officer may deem necessary, appropriate, or advisable to carry out the purposes and intent of the Resolutions and to consummate the transactions contemplated by the APA, the Ancillary Documents, and the Financing Documents, the execution and delivery of any such document or instrument or the taking of any such action by any such Authorized Officer to be conclusive evidence of his or her determination that the same is necessary, appropriate, or advisable.

7. Ratification. The Resolutions ratify and confirm all actions heretofore taken by any officer, manager, member, employee, agent, or representative of the Company in connection with the negotiation, preparation, execution, and delivery of the APA, the Ancillary Documents, and the Financing Documents, and any and all actions taken in furtherance of the transactions contemplated thereby, to the extent such actions are consistent with and in furtherance of the Resolutions.

I further certify that the Resolutions were duly adopted in accordance with the provisions of the Operating Agreement and the applicable provisions of the Ohio Revised Code, including Chapter 1706, and that all members and managers entitled to vote thereon or to execute written consents in lieu of a meeting did so execute such written consents, and that no meeting of the members or managers was required to be held, or if required, was duly called and held with proper notice and a quorum present.

I further certify that the Resolutions have not been amended, modified, rescinded, revoked, or superseded, in whole or in part, and remain in full force and effect as of the date of this Certificate and the Closing Date, and that no action has been taken or authorized by the members, managers, or officers of the Company to amend, modify, rescind, revoke, or supersede the Resolutions.

IV. INCUMBENCY CERTIFICATION

I hereby certify that the following persons are the duly elected or appointed officers of Crestline Packaging Solutions LLC, each holding the office set forth opposite his or her name below as of the date of this Certificate and the Closing Date, and that the signature set forth opposite his or her name below is his or her true and genuine signature:

I further certify that each such person identified above has been duly authorized, pursuant to the Resolutions and the Operating Agreement, to execute and deliver, in the name and on behalf of the Company, the APA and any and all Ancillary Documents, Financing Documents, certificates, instruments, agreements, filings, notices, and other documents to which the Company is or is to become a party in connection with the acquisition of substantially all of the assets of Allegheny Valley Packaging, Inc. and the transactions contemplated by the APA.

I further certify that no other person is required to sign on behalf of the Company in connection with the execution, delivery, or performance of the APA, the Ancillary Documents, or the Financing Documents, and that no approval, consent, authorization, or other action by any member, manager, officer, or other person or entity (other than those evidenced by the Resolutions attached hereto as Exhibit D) is required in order for the Company to execute, deliver, and perform the APA and the Ancillary Documents and to consummate the transactions contemplated thereby.

V. ADDITIONAL CERTIFICATIONS

In addition to the certifications set forth above, I hereby further certify as follows:

1. No Dissolution Proceedings. There are no proceedings pending, or, to the knowledge of the undersigned after due inquiry, threatened, for the dissolution, liquidation, winding up, receivership, bankruptcy, or insolvency of the Company, whether voluntary or involuntary, and no action has been taken or authorized by the members, managers, or officers of the Company to initiate or consent to any such proceeding.

2. No Additional Consents Required. The Operating Agreement does not require any additional consents, approvals, authorizations, votes, or other actions from any member, manager, officer, or other person or entity in connection with the execution, delivery, and performance of the APA or any of the Ancillary Documents, or the consummation of the transactions contemplated thereby, beyond those evidenced by the Resolutions attached hereto as Exhibit D. Without limiting the generality of the foregoing, no consent or approval of any class or group of members is required that has not already been obtained, and no "super-majority" or "special" voting threshold applies to the transactions contemplated by the APA that has not been satisfied.

3. Sole Organizational Documents. The organizational documents attached hereto as Exhibits A and B are the only organizational documents governing the formation, existence, management, and affairs of the Company as of the Closing Date. There are no other operating agreements, limited liability company agreements, member agreements, side letters, voting agreements, member control agreements, or similar organizational or governance documents applicable to the Company.

4. Satisfaction of Closing Conditions. This Certificate is being delivered in satisfaction of the closing conditions set forth in Section 8.2(d) of the APA, and the undersigned has no knowledge of any fact or circumstance that would prevent or impair the satisfaction of any closing condition set forth in the APA as of the Closing Date.

VI. RELIANCE STATEMENT

This Certificate is delivered for the benefit of, and may be relied upon by, each of the following persons and entities, and their respective successors and assigns, in connection with the Closing of the transactions contemplated by the APA:

(a) Allegheny Valley Packaging, Inc., a Pennsylvania corporation, as Seller under the APA;

(b) Broadmoor Strauss & Kline LLP, counsel to Seller, in connection with the delivery of any legal opinions or advice to Seller relating to the transactions contemplated by the APA;

(c) Pinnacle National Bank, N.A., in its capacity as Administrative Agent under the Existing Credit Agreement (as amended by Amendment No. 3), and in its capacity as a lender thereunder;

(d) Commonwealth Merchant Bank, in its capacity as a syndicate lender under the Existing Credit Agreement (as amended by Amendment No. 3);

(e) Heartland Commercial Finance LLC, in its capacity as a syndicate lender under the Existing Credit Agreement (as amended by Amendment No. 3);

(f) Atlantic Fiduciary Trust Company, in its capacity as Escrow Agent under the Escrow Agreement;

(g) Sentinel Title Insurance Corporation, in its capacity as title insurer in connection with the conveyance of the Butler Property and the Meadville Property to Buyer; and

(h) such other persons and entities as may be entitled to rely on this Certificate under the express terms of the APA, the Ancillary Documents, or the Financing Documents, or as may be required by applicable law.

The certifications contained herein are made as of the date hereof and as of the Closing Date, and shall survive the Closing for such period as is specified in the APA with respect to the representations and warranties of Buyer.

VII. EXECUTION

IN WITNESS WHEREOF, I have executed this Secretary's Certificate as of July 31, 2025, being the Closing Date under the APA.

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Sandra K. Liu

Title: General Counsel and Secretary

Date: July 31, 2025

VIII. CONFIRMATION OF IDENTITY AND AUTHORITY

The undersigned, Thomas R. Garner, in his capacity as Chief Executive Officer of Crestline Packaging Solutions LLC, an Ohio limited liability company, hereby confirms that Sandra K. Liu is the duly appointed General Counsel and Secretary of the Company, that she is the person who executed this Certificate in such capacity, and that her signature set forth above is her true and genuine signature. The undersigned further confirms that Sandra K. Liu is duly authorized by the Operating Agreement and the Resolutions to execute and deliver this Certificate on behalf of the Company.

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Thomas R. Garner

Title: Chief Executive Officer

Date: July 31, 2025

EXHIBITS

The following Exhibits are attached hereto and incorporated herein by reference:

EXHIBIT A.

Certificate of Formation of Crestline Packaging Solutions LLC

As filed with the Ohio Secretary of State, including all amendments thereto

Ohio Secretary of State Filing No. 4287653

[True and correct copy of the Certificate of Formation of Crestline Packaging Solutions LLC, as originally filed with the Ohio Secretary of State on March 12, 2019, together with all amendments thereto through July 31, 2025, attached behind this cover page.]

EXHIBIT B.

Amended and Restated Operating Agreement of Crestline Packaging Solutions LLC

Including all amendments, supplements, and modifications thereto

[True and correct copy of the Amended and Restated Operating Agreement of Crestline Packaging Solutions LLC, dated as of September 1, 2020, as amended by the First Amendment dated February 15, 2022, and the Second Amendment dated January 10, 2024, attached behind this cover page.]

EXHIBIT C.

Certificate of Good Standing

Issued by the Ohio Secretary of State

Crestline Packaging Solutions LLC — Filing No. 4287653

[Certificate of Good Standing issued by the Ohio Secretary of State for Crestline Packaging Solutions LLC, dated within five (5) business days of the Closing Date (July 31, 2025), attached behind this cover page.]

EXHIBIT D.

Resolutions of the Members and Managers of Crestline Packaging Solutions LLC

Unanimous Written Consent in Lieu of a Meeting

Effective as of June 14, 2025

[True and correct copy of the Unanimous Written Consent in Lieu of a Meeting of the Members and Managers of Crestline Packaging Solutions LLC, dated effective as of June 14, 2025, authorizing the transactions contemplated by the Asset Purchase Agreement dated as of June 15, 2025, and all ancillary documents, including authorization of the incremental term loan financing under Amendment No. 3 to the Existing Credit Agreement and acceptance of the $50,000,000 equity contribution from Ridgeway Capital Partners Fund III, LP, attached behind this cover page.]

Name	Title	Specimen Signature
Thomas R. Garner	Chief Executive Officer	_____
Priya Mehta	Chief Financial Officer	_____
Sandra K. Liu	General Counsel and Secretary	_____

SECRETARY'S CERTIFICATE OF CRESTLINE PACKAGING SOLUTIONS LLC
Delivered Pursuant to Section 8.2(d) of the Asset Purchase Agreement dated as of June 15, 2025
Closing Date: July 31, 2025
Reference: Asset Purchase Agreement by and among Crestline Packaging Solutions LLC, an Ohio limited liability company ("Buyer" or the "Company"), and Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Seller")
I. INTRODUCTORY RECITALS AND CERTIFYING OFFICER IDENTIFICATION
The undersigned, Sandra K. Liu, hereby certifies as follows in her capacity as General Counsel and Secretary of Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Company" or "Buyer"):
The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio, with its principal office located at 4100 Commerce Parkway, Suite 800, Akron, Ohio 44308. The Company's filing number with the Ohio Secretary of State is 4287653, and the Company's federal Employer Identification Number is 84-3291047. The Company's registered agent for service of process in the State of Ohio is Capitol Statutory Services Inc., with an office address at 65 East Ashbury Asset Advisors, Columbus, Ohio 43215.
The undersigned is duly authorized to execute and deliver this Secretary's Certificate (this "Certificate") on behalf of the Company. The undersigned has personal knowledge of the matters certified herein and has access to the books and records of the Company necessary to verify the accuracy and completeness of the certifications set forth below.
This Certificate is delivered at the Closing (as defined in the APA) of the transactions contemplated by that certain Asset Purchase Agreement dated as of June 15, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time, the "APA"), by and among Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., a Pennsylvania corporation, as Seller, pursuant to which Buyer is acquiring substantially all of the assets of Seller used in or related to Seller's corrugated and specialty packaging manufacturing business for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to the purchase price adjustment provisions set forth in the APA.
This Certificate is delivered in satisfaction of the closing conditions set forth in Section 8.2(d) of the APA, which requires Buyer to deliver to Seller at or prior to the Closing a certificate of the Secretary (or equivalent officer) of Buyer, dated as of the Closing Date, certifying, among other things, the incumbency and signatures of the officers of Buyer authorized to execute and deliver the APA and the ancillary documents, the organizational documents of Buyer, and the resolutions of the members and/or managers of Buyer authorizing the transactions contemplated by the APA.
All capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the APA.
II. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS
A. Certificate of Formation
I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Crestline Packaging Solutions LLC (the "Certificate of Formation"), as originally filed with the Ohio Secretary of State on March 12, 2019, together with all amendments thereto through and including the date hereof. The Certificate of Formation, as so amended, has been in continuous effect since the date of its original filing and constitutes the sole certificate of formation or similar organizational filing governing the formation and existence of the Company under the laws of the State of Ohio.
I further certify that the Certificate of Formation has not been further amended, modified, restated, supplemented, or otherwise changed since the date of the last amendment attached thereto as part of Exhibit A, and that no action has been taken or authorized by the members, managers, or officers of the Company to effect any such amendment, modification, restatement, or supplement.
I further certify that the Company remains duly organized, validly existing, and in good standing under the laws of the State of Ohio as of the date hereof and the Closing Date, and that no articles of dissolution, certificate of cancellation, or similar instrument has been filed or authorized to be filed with the Ohio Secretary of State with respect to the Company.
B. Operating Agreement
I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Operating Agreement of Crestline Packaging Solutions LLC, dated as of September 1, 2020, as amended by that certain First Amendment to the Amended and Restated Operating Agreement dated as of February 15, 2022, and that certain Second Amendment to the Amended and Restated Operating Agreement dated as of January 10, 2024 (collectively, the "Operating Agreement"), including all amendments, supplements, side letters, and modifications thereto through and including the date hereof.
I further certify that the Operating Agreement has not been further amended, modified, restated, supplemented, or otherwise changed except as set forth in the copy attached hereto as Exhibit B, and that no action has been taken or authorized by the members, managers, or officers of the Company to effect any such amendment, modification, restatement, or supplement other than as evidenced in such attached copy.
I further certify that Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership (acting through its general partner, Ridgeway Capital GP III LLC, a Delaware limited liability company), is the majority member of the Company, holding approximately seventy-eight percent (78%) of the outstanding membership interests of the Company as of the date hereof. The Operating Agreement constitutes the sole agreement among the members of the Company governing the management, affairs, and operations of the Company.
C. Certificate of Good Standing
I hereby certify that attached hereto as Exhibit C is a certificate of good standing (also referred to as a certificate of existence or certificate of subsistence) for Crestline Packaging Solutions LLC issued by the Ohio Secretary of State, Ohio Secretary of State Filing No. 4287653, dated not more than five (5) business days prior to the Closing Date.
I further certify that, to the best of my knowledge and based upon my review of the Company's records and communications with the Ohio Secretary of State's office, no event has occurred since the date of such certificate of good standing that would cause the Company to no longer be in good standing under the laws of the State of Ohio, and the Company has timely filed all required reports and paid all required fees, taxes, and charges to the Ohio Secretary of State and the Ohio Department of Taxation necessary to maintain such good standing.
III. CERTIFICATION OF AUTHORIZING RESOLUTIONS
A. Member/Manager Resolutions
I hereby certify that attached hereto as Exhibit D is a true, correct, and complete copy of the Unanimous Written Consent in Lieu of a Meeting of the Members and Managers of Crestline Packaging Solutions LLC (the "Resolutions"), duly adopted and executed effective as of June 14, 2025, in accordance with the provisions of the Operating Agreement and applicable provisions of the Ohio Revised Code, including without limitation Ohio Revised Code Chapter 1706.
I further certify that the Resolutions authorize the following actions, among others, as more fully set forth in the copy attached as Exhibit D:
1. Authorization of the Asset Purchase Agreement. The Resolutions approve and authorize the execution, delivery, and performance by the Company of the Asset Purchase Agreement dated as of June 15, 2025, by and among Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., a Pennsylvania corporation, as Seller, for the acquisition of substantially all of the assets of Seller used in or related to Seller's corrugated and specialty packaging manufacturing business, including all machinery, equipment, inventory, accounts receivable, intellectual property, real property, contracts, permits, and other assets as more particularly described in the APA, for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to the purchase price adjustment provisions set forth therein, with such APA to be governed by the laws of the State of New York. The Resolutions further authorize the Company to perform all of its obligations under the APA and to consummate the transactions contemplated thereby on the terms and conditions set forth therein, with such modifications, amendments, and waivers as may be approved by any Authorized Officer (as defined below) in his or her reasonable discretion.
2. Authorization of Ancillary Transaction Documents. The Resolutions approve and authorize the execution, delivery, and performance by the Company of each of the ancillary agreements, instruments, certificates, and documents contemplated by the APA or otherwise required in connection with the consummation of the transactions contemplated thereby (collectively, the "Ancillary Documents"), including without limitation the following:
(a) Bill of Sale. The Bill of Sale to be executed and delivered by Seller in favor of Buyer at the Closing, conveying to Buyer all of Seller's right, title, and interest in and to the Purchased Assets (as defined in the APA), and Buyer's acceptance thereof;
(b) Assignment and Assumption Agreement. The Assignment and Assumption Agreement to be executed and delivered by Seller and Buyer at the Closing, pursuant to which Seller shall assign to Buyer, and Buyer shall assume, the Assumed Liabilities and approximately forty-seven (47) material contracts identified on Schedule 2.1(g) of the APA, including customer supply agreements, vendor purchase orders, equipment leases, and other executory contracts of Seller;
(c) intellectual Property Assignment Agreement. The intellectual Property Assignment Agreement to be executed and delivered by Seller and Buyer at the Closing, pursuant to which Seller shall assign to Buyer all of Seller's right, title, and interest in and to the Transferred intellectual Property, including United States Patent Nos. 10,842,117; 11,203,445; and 11,567,892; registered trademarks including "ALLEGHENY VALLEY" (U.S. Reg. No. 3,412,867) and "PACKSEAL" (U.S. Reg. No. 4,721,098); domain names; trade secrets; and proprietary manufacturing processes;
(d) Special Warranty Deed — Butler Property. The Special Warranty Deed to be executed and delivered by Seller in favor of Buyer at the Closing, conveying to Buyer all of Seller's right, title, and interest in and to that certain real property located at 250 Industrial Boulevard, Butler, Pennsylvania 16001, consisting of approximately 285,000 square feet of manufacturing and warehouse space situated on approximately 22.5 acres, as more particularly described in Exhibit A to the deed (the "Butler Property");
(e) Special Warranty Deed — Meadville Property. The Special Warranty Deed to be executed and delivered by Seller in favor of Buyer at the Closing, conveying to Buyer all of Seller's right, title, and interest in and to that certain real property located at 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, as more particularly described in Exhibit A to the deed (the "Meadville Property");
(f) Escrow Agreement. The Escrow Agreement to be entered into by and among Buyer, Seller, and Atlantic Fiduciary Trust Company, as Escrow Agent, at the Closing, pursuant to which Buyer shall deposit into escrow the sum of Nine Million Dollars ($9,000,000) (the "Escrow Amount") to secure the indemnification obligations of Seller under Article X of the APA, with such Escrow Amount to be held, invested, and disbursed in accordance with the terms and conditions of such Escrow Agreement;
(g) Transition Services Agreement. The Transition Services Agreement to be entered into by and among Buyer and Seller at the Closing, pursuant to which Seller shall provide to Buyer certain transitional services, including information technology support, payroll processing, environmental compliance assistance, and customer relationship management, for a period of up to twelve (12) months following the Closing Date, on the terms and conditions set forth therein;
(h) Non-Competition and Non-Solicitation Agreement with Gerald W. Horvath. The Non-Competition and Non-Solicitation Agreement to be entered into by and among Buyer and Gerald W. Horvath, the founder and current Chairman of the Board of Directors of Seller, at the Closing, pursuant to which Mr. Horvath shall agree to certain restrictive covenants, including non-competition and non-solicitation obligations, for a period of five (5) years following the Closing Date within the geographic territory described therein;
(i) Non-Competition and Non-Solicitation Agreement with Michael G. Horvath. The Non-Competition and Non-Solicitation Agreement to be entered into by and among Buyer and Michael G. Horvath, the President and Chief Executive Officer of Seller, at the Closing, pursuant to which Mr. Horvath shall agree to certain restrictive covenants, including non-competition and non-solicitation obligations, for a period of four (4) years following the Closing Date within the geographic territory described therein;
(j) Consulting Agreement with Michael G. Horvath. The Consulting Agreement to be entered into by and among Buyer and Michael G. Horvath at the Closing, pursuant to which Mr. Horvath shall provide consulting and advisory services to Buyer with respect to the operation of the acquired business for a period of twenty-four (24) months following the Closing Date, on the terms and conditions set forth therein;
(k) Buyer's Closing Certificate. The Buyer's Closing Certificate to be delivered by Buyer to Seller at the Closing pursuant to Section 8.2(c) of the APA, certifying as to the accuracy of Buyer's representations and warranties contained in the APA and Buyer's compliance with the covenants and agreements to be performed by Buyer on or prior to the Closing Date; and
(l) Other Documents. Any and all other certificates, instruments, agreements, documents, notices, filings, or other writings required or contemplated to be delivered by Buyer at or in connection with the Closing, or otherwise necessary or desirable to effectuate the transactions contemplated by the APA and the Ancillary Documents.
3. Authorization of Financing Documents. The Resolutions approve and authorize the execution, delivery, and performance by the Company of all documents, instruments, agreements, and certificates required in connection with the financing of the transactions contemplated by the APA, including without limitation:
(a) Amendment No. 3 to Credit Agreement. Amendment No. 3 to that certain Credit Agreement dated as of November 15, 2021 (as previously amended by Amendment No. 1 dated March 30, 2023, and Amendment No. 2 dated August 12, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), by and among the Company, as Borrower, Pinnacle National Bank, N.A., as Administrative Agent, and the lenders party thereto from time to time (including Commonwealth Merchant Bank and Heartland Commercial Finance LLC), establishing an incremental term loan facility in the aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000) (the "Incremental Term Loan Facility"), the proceeds of which shall be used, together with the Equity Contribution (as defined below) and cash on hand, to fund the payment of the purchase price under the APA, the deposit of the Escrow Amount, and the payment of fees and expenses incurred in connection with the transactions;
(b) Perfection Certificate and Collateral Documents. The Perfection Certificate to be delivered by the Company to the Administrative Agent at the Closing, together with all related UCC-1 financing statements to be filed in the State of Ohio and such other jurisdictions as the Administrative Agent may reasonably require, and all other collateral documents, security agreements, pledge agreements, deposit account control agreements, intellectual property security agreements, and mortgages required to be delivered by the Company in connection with the Incremental Term Loan Facility; and
(c) Legal Opinion. The legal opinion of Calderwood & Harkness LLP, counsel to the Company, to be delivered to Pinnacle National Bank, N.A., as Administrative Agent, at the Closing, addressing the due organization, valid existence, and good standing of the Company, the due authorization, execution, and delivery of the financing documents, the enforceability of the financing documents against the Company, and such other matters as the Administrative Agent may reasonably request.
4. Authorization of Equity Contribution. The Resolutions acknowledge and authorize the acceptance by the Company of an equity contribution in the aggregate amount of Fifty Million Dollars ($50,000,000) (the "Equity Contribution") from Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership, the Company's majority member, pursuant to that certain Equity Commitment Letter dated as of April 22, 2025, by and between the Company and Ridgeway Capital Partners Fund III, LP, and the issuance of such additional membership interests in the Company to Ridgeway Capital Partners Fund III, LP as may be required under the Operating Agreement in connection with such Equity Contribution.
5. Authorization of Tax and Regulatory Filings. The Resolutions authorize the Company to make, execute, file, and deliver all tax returns, regulatory filings, notices, applications, and other documents required or advisable in connection with the transactions contemplated by the APA, including without limitation:
(a) the Pennsylvania Bulk Sale Notice to the Pennsylvania Department of Revenue, as required under 72 P.S. § 1403, in connection with the acquisition of substantially all of the assets of Seller;
(b) Internal Revenue Service Form 8594 (Asset Acquisition Statement Under Section 1060) reflecting the allocation of the purchase price among the Purchased Assets in accordance with Section 3.3 of the APA and the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended;
(c) environmental permit transfer applications with respect to the Pennsylvania Department of Environmental Protection Title V Operating Permit No. TV-10-00287 for the Butler Property and the Pennsylvania Department of Environmental Protection General Permit No. GP-3 for the Meadville Property, and any other environmental permits or approvals required to be transferred to or obtained by Buyer in connection with the operation of the acquired business at the Butler Property and the Meadville Property; and
(d) any applications for foreign qualification or registration of the Company to transact business in the Commonwealth of Pennsylvania or any other jurisdiction in which the ownership of the Purchased Assets or the conduct of the acquired business may require such qualification or registration.
6. Designation of Authorized Officers. The Resolutions designate and authorize each of Thomas R. Garner, in his capacity as Chief Executive Officer of the Company, Priya Mehta, in her capacity as Chief Financial Officer of the Company, and Sandra K. Liu, in her capacity as General Counsel and Secretary of the Company (each, an "Authorized Officer" and, collectively, the "Authorized Officers"), each acting individually and severally (and not jointly), to execute and deliver, in the name and on behalf of the Company, any and all documents, instruments, agreements, certificates, notices, filings, and other writings contemplated by the APA, the Ancillary Documents, and the Financing Documents, or otherwise required or desirable in connection with the consummation of the transactions contemplated thereby, and to take all such further actions, make all such further filings, give all such further notices, and execute and deliver all such further documents and instruments as any such Authorized Officer may deem necessary, appropriate, or advisable to carry out the purposes and intent of the Resolutions and to consummate the transactions contemplated by the APA, the Ancillary Documents, and the Financing Documents, the execution and delivery of any such document or instrument or the taking of any such action by any such Authorized Officer to be conclusive evidence of his or her determination that the same is necessary, appropriate, or advisable.
7. Ratification. The Resolutions ratify and confirm all actions heretofore taken by any officer, manager, member, employee, agent, or representative of the Company in connection with the negotiation, preparation, execution, and delivery of the APA, the Ancillary Documents, and the Financing Documents, and any and all actions taken in furtherance of the transactions contemplated thereby, to the extent such actions are consistent with and in furtherance of the Resolutions.
I further certify that the Resolutions were duly adopted in accordance with the provisions of the Operating Agreement and the applicable provisions of the Ohio Revised Code, including Chapter 1706, and that all members and managers entitled to vote thereon or to execute written consents in lieu of a meeting did so execute such written consents, and that no meeting of the members or managers was required to be held, or if required, was duly called and held with proper notice and a quorum present.
I further certify that the Resolutions have not been amended, modified, rescinded, revoked, or superseded, in whole or in part, and remain in full force and effect as of the date of this Certificate and the Closing Date, and that no action has been taken or authorized by the members, managers, or officers of the Company to amend, modify, rescind, revoke, or supersede the Resolutions.
IV. INCUMBENCY CERTIFICATION
I hereby certify that the following persons are the duly elected or appointed officers of Crestline Packaging Solutions LLC, each holding the office set forth opposite his or her name below as of the date of this Certificate and the Closing Date, and that the signature set forth opposite his or her name below is his or her true and genuine signature:
I further certify that each such person identified above has been duly authorized, pursuant to the Resolutions and the Operating Agreement, to execute and deliver, in the name and on behalf of the Company, the APA and any and all Ancillary Documents, Financing Documents, certificates, instruments, agreements, filings, notices, and other documents to which the Company is or is to become a party in connection with the acquisition of substantially all of the assets of Allegheny Valley Packaging, Inc. and the transactions contemplated by the APA.
I further certify that no other person is required to sign on behalf of the Company in connection with the execution, delivery, or performance of the APA, the Ancillary Documents, or the Financing Documents, and that no approval, consent, authorization, or other action by any member, manager, officer, or other person or entity (other than those evidenced by the Resolutions attached hereto as Exhibit D) is required in order for the Company to execute, deliver, and perform the APA and the Ancillary Documents and to consummate the transactions contemplated thereby.
V. ADDITIONAL CERTIFICATIONS
In addition to the certifications set forth above, I hereby further certify as follows:
1.  No Dissolution Proceedings. There are no proceedings pending, or, to the knowledge of the undersigned after due inquiry, threatened, for the dissolution, liquidation, winding up, receivership, bankruptcy, or insolvency of the Company, whether voluntary or involuntary, and no action has been taken or authorized by the members, managers, or officers of the Company to initiate or consent to any such proceeding.
2.  No Additional Consents Required. The Operating Agreement does not require any additional consents, approvals, authorizations, votes, or other actions from any member, manager, officer, or other person or entity in connection with the execution, delivery, and performance of the APA or any of the Ancillary Documents, or the consummation of the transactions contemplated thereby, beyond those evidenced by the Resolutions attached hereto as Exhibit D. Without limiting the generality of the foregoing, no consent or approval of any class or group of members is required that has not already been obtained, and no "super-majority" or "special" voting threshold applies to the transactions contemplated by the APA that has not been satisfied.
3.  Sole Organizational Documents. The organizational documents attached hereto as Exhibits A and B are the only organizational documents governing the formation, existence, management, and affairs of the Company as of the Closing Date. There are no other operating agreements, limited liability company agreements, member agreements, side letters, voting agreements, member control agreements, or similar organizational or governance documents applicable to the Company.
4.  Satisfaction of Closing Conditions. This Certificate is being delivered in satisfaction of the closing conditions set forth in Section 8.2(d) of the APA, and the undersigned has no knowledge of any fact or circumstance that would prevent or impair the satisfaction of any closing condition set forth in the APA as of the Closing Date.
VI. RELIANCE STATEMENT
This Certificate is delivered for the benefit of, and may be relied upon by, each of the following persons and entities, and their respective successors and assigns, in connection with the Closing of the transactions contemplated by the APA:
(a) Allegheny Valley Packaging, Inc., a Pennsylvania corporation, as Seller under the APA;
(b) Broadmoor Strauss & Kline LLP, counsel to Seller, in connection with the delivery of any legal opinions or advice to Seller relating to the transactions contemplated by the APA;
(c) Pinnacle National Bank, N.A., in its capacity as Administrative Agent under the Existing Credit Agreement (as amended by Amendment No. 3), and in its capacity as a lender thereunder;
(d) Commonwealth Merchant Bank, in its capacity as a syndicate lender under the Existing Credit Agreement (as amended by Amendment No. 3);
(e) Heartland Commercial Finance LLC, in its capacity as a syndicate lender under the Existing Credit Agreement (as amended by Amendment No. 3);
(f) Atlantic Fiduciary Trust Company, in its capacity as Escrow Agent under the Escrow Agreement;
(g) Sentinel Title Insurance Corporation, in its capacity as title insurer in connection with the conveyance of the Butler Property and the Meadville Property to Buyer; and
(h) such other persons and entities as may be entitled to rely on this Certificate under the express terms of the APA, the Ancillary Documents, or the Financing Documents, or as may be required by applicable law.
The certifications contained herein are made as of the date hereof and as of the Closing Date, and shall survive the Closing for such period as is specified in the APA with respect to the representations and warranties of Buyer.
VII. EXECUTION
IN WITNESS WHEREOF, I have executed this Secretary's Certificate as of July 31, 2025, being the Closing Date under the APA.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Sandra K. Liu
Title: General Counsel and Secretary
Date: July 31, 2025
VIII. CONFIRMATION OF IDENTITY AND AUTHORITY
The undersigned, Thomas R. Garner, in his capacity as Chief Executive Officer of Crestline Packaging Solutions LLC, an Ohio limited liability company, hereby confirms that Sandra K. Liu is the duly appointed General Counsel and Secretary of the Company, that she is the person who executed this Certificate in such capacity, and that her signature set forth above is her true and genuine signature. The undersigned further confirms that Sandra K. Liu is duly authorized by the Operating Agreement and the Resolutions to execute and deliver this Certificate on behalf of the Company.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Thomas R. Garner
Title: Chief Executive Officer
Date: July 31, 2025
EXHIBITS
The following Exhibits are attached hereto and incorporated herein by reference:
EXHIBIT A.  
Certificate of Formation of Crestline Packaging Solutions LLC
As filed with the Ohio Secretary of State, including all amendments thereto
Ohio Secretary of State Filing No. 4287653
[True and correct copy of the Certificate of Formation of Crestline Packaging Solutions LLC, as originally filed with the Ohio Secretary of State on March 12, 2019, together with all amendments thereto through July 31, 2025, attached behind this cover page.]
EXHIBIT B.  
Amended and Restated Operating Agreement of Crestline Packaging Solutions LLC
Including all amendments, supplements, and modifications thereto
[True and correct copy of the Amended and Restated Operating Agreement of Crestline Packaging Solutions LLC, dated as of September 1, 2020, as amended by the First Amendment dated February 15, 2022, and the Second Amendment dated January 10, 2024, attached behind this cover page.]
EXHIBIT C.  
Certificate of Good Standing
Issued by the Ohio Secretary of State
Crestline Packaging Solutions LLC — Filing No. 4287653
[Certificate of Good Standing issued by the Ohio Secretary of State for Crestline Packaging Solutions LLC, dated within five (5) business days of the Closing Date (July 31, 2025), attached behind this cover page.]
EXHIBIT D.  
Resolutions of the Members and Managers of Crestline Packaging Solutions LLC
Unanimous Written Consent in Lieu of a Meeting
Effective as of June 14, 2025
[True and correct copy of the Unanimous Written Consent in Lieu of a Meeting of the Members and Managers of Crestline Packaging Solutions LLC, dated effective as of June 14, 2025, authorizing the transactions contemplated by the Asset Purchase Agreement dated as of June 15, 2025, and all ancillary documents, including authorization of the incremental term loan financing under Amendment No. 3 to the Existing Credit Agreement and acceptance of the $50,000,000 equity contribution from Ridgeway Capital Partners Fund III, LP, attached behind this cover page.]
Name | Title | Specimen Signature
Thomas R. Garner | Chief Executive Officer | _____
Priya Mehta | Chief Financial Officer | _____
Sandra K. Liu | General Counsel and Secretary | _____

SECRETARY'S CERTIFICATE OF CRESTLINE PACKAGING SOLUTIONS LLC

I. INTRODUCTORY RECITALS AND CERTIFYING OFFICER IDENTIFICATION

II. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS

III. CERTIFICATION OF AUTHORIZING RESOLUTIONS

IV. INCUMBENCY CERTIFICATION

V. ADDITIONAL CERTIFICATIONS

VI. RELIANCE STATEMENT

VII. EXECUTION

CRESTLINE PACKAGING SOLUTIONS LLC

VIII. CONFIRMATION OF IDENTITY AND AUTHORITY

CRESTLINE PACKAGING SOLUTIONS LLC

EXHIBITS

EXHIBIT A.

EXHIBIT B.

EXHIBIT C.

EXHIBIT D.

Record

Parties

Dates

Amounts