1006-00007 · 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

January 20, 2023

This Officer's Certificate (this "Certificate") is delivered pursuant to Section 8.2(d) of that certain Asset Purchase Agreement, dated as of November 28, 2022 (as amended, supplemented, or otherwise modified from time to time, the "APA"), by and among Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), Voss Chemical Industries, Inc., a New York corporation ("Seller"), and Frederick G. Voss and Elena M. Voss (solely in their capacities as Seller Principals, the "Seller Principals"). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the APA.

RECITALS

The undersigned, Thomas R. Ellison, hereby certifies that he is the duly elected, qualified, and acting Chief Executive Officer of Crestline Packaging Solutions LLC, a Delaware limited liability company organized and existing under the laws of the State of Delaware.

This Certificate is delivered pursuant to Section 8.2(d) of the APA as a condition precedent to the obligations of Seller to consummate the Closing under the APA. The APA contemplates the acquisition by Buyer of substantially all of the assets comprising the ProShield Industrial Coatings product line of Seller, including, without limitation, certain tangible personal property, intellectual property, inventory, contracts, permits, books and records, and goodwill associated therewith, all as more fully described in the APA (the "Acquired Assets").

The Closing of the transactions contemplated by the APA is occurring on January 20, 2023 (the "Closing Date").

The undersigned is duly authorized to execute and deliver this Certificate on behalf of Buyer, and hereby delivers this Certificate in his capacity as Chief Executive Officer of Buyer and not in his individual capacity. The undersigned has made such inquiries and investigations as he has deemed necessary and appropriate in order to make the certifications set forth herein.

In connection with the foregoing, the undersigned hereby certifies to Seller and the Seller Principals as follows:

Section 1. Representations and Warranties

The undersigned hereby certifies that each of the representations and warranties of Buyer contained in Article V of the APA, dated as of November 28, 2022, is true and correct in all material respects as of the Closing Date, January 20, 2023, with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date. With respect to any representation or warranty of Buyer contained in Article V of the APA that is qualified by reference to "materiality," "Material Adverse Effect," or words of similar import, each such representation and warranty is true and correct in all respects (without giving effect to any such materiality or Material Adverse Effect qualification) as of the Closing Date, January 20, 2023, with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date. The foregoing certifications are subject to the exception that any representation or warranty that by its terms speaks as of a specific date or period of time shall be true and correct (or true and correct in all material respects, as applicable, in accordance with the standard set forth in the immediately preceding sentences) only as of such specified date or period of time.

Without limiting the generality of the foregoing, the undersigned confirms that, as of the Closing Date: (a) Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware; (b) Buyer has all requisite limited liability company power and authority to execute, deliver, and perform its obligations under the APA and the other Transaction Documents to which it is a party; (c) the execution, delivery, and performance by Buyer of the APA and the other Transaction Documents to which Buyer is a party have been duly authorized by all necessary limited liability company action on the part of Buyer; and (d) the APA and each other Transaction Document to which Buyer is a party constitute, or upon execution and delivery will constitute, the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.

Section 2. Covenants and Agreements

The undersigned hereby certifies that Buyer has performed and complied in all material respects with all covenants, agreements, and obligations required by the APA to be performed or complied with by Buyer at or prior to the Closing Date, including, without limitation, all pre-closing covenants and agreements set forth in Article VII of the APA. Such performed covenants and obligations include, without limitation, Buyer's obligations with respect to (a) the arrangement and availability of financing for the transactions contemplated by the APA, (b) cooperation with Seller in connection with required notifications and filings, (c) the maintenance of confidentiality of Seller's proprietary and confidential information in accordance with the terms of the APA and that certain Confidentiality Agreement dated September 12, 2022 between Buyer and Seller, and (d) all other actions required to be taken by Buyer prior to or at the Closing in order to satisfy the conditions set forth in Article VIII of the APA.

Section 3. No Material Adverse Effect

The undersigned hereby certifies that, since November 28, 2022 (the date of execution of the APA), no event, change, occurrence, circumstance, development, effect, or condition has occurred that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on Buyer or on the ability of Buyer to consummate the transactions contemplated by the APA, to perform its obligations under the APA and the other Transaction Documents, or to assume and discharge the Assumed Liabilities in accordance with the terms of the APA. As of the Closing Date, there is no pending or, to the knowledge of Buyer, threatened action, suit, proceeding, claim, arbitration, or investigation by or before any Governmental Authority that would reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to consummate the transactions contemplated by the APA.

Section 4. Incumbency and Authority

The undersigned hereby certifies that Thomas R. Ellison is the duly appointed, qualified, and acting Chief Executive Officer of Crestline Packaging Solutions LLC, and that the undersigned has held such position continuously since March 15, 2021. The undersigned further certifies that he is duly authorized to execute and deliver this Certificate and each of the Transaction Documents to which Buyer is a party, in each case in the name and on behalf of Buyer. The authority of the undersigned to execute and deliver this Certificate and the Transaction Documents is evidenced by the resolutions of Buyer's sole member, a true, correct, and complete copy of which is attached hereto as Exhibit A and incorporated herein by reference. Such resolutions were duly adopted in accordance with the Limited Liability Company Agreement of Crestline Packaging Solutions LLC, dated as of March 15, 2021, as amended, and the Delaware Limited Liability Company Act, and have not been amended, modified, supplemented, revoked, or rescinded and remain in full force and effect as of the date hereof.

Section 5. Attached Resolutions

Attached hereto as Exhibit A is a true, correct, and complete copy of the Written Consent in Lieu of Meeting of the Sole Member of Crestline Packaging Solutions LLC, executed by Kestrel Capital Partners Fund III, LP, a Delaware limited partnership, in its capacity as the sole member of Crestline Packaging Solutions LLC (the "Sole Member"), authorizing the following:

(a) the execution, delivery, and performance by Buyer of the APA and all ancillary agreements, instruments, certificates, and other transaction documents contemplated thereby (collectively, the "Transaction Documents");

(b) the consummation of the transactions contemplated by the APA and the other Transaction Documents, including, without limitation, the acquisition by Buyer of the Acquired Assets constituting the ProShield Industrial Coatings product line from Voss Chemical Industries, Inc.;

(c) the payment of the Purchase Price, consisting of (i) Fourteen Million Five Hundred Thousand Dollars ($14,500,000) in upfront cash consideration payable to Seller at the Closing, (ii) Two Million Dollars ($2,000,000) to be deposited into escrow with Pinnacle Trust Company, as escrow agent, pursuant to the terms of the Escrow Agreement, and (iii) earnout consideration in an amount of up to Three Million Five Hundred Thousand Dollars ($3,500,000), payable as and when due in accordance with the terms and conditions set forth in Section 2.5 of the APA;

(d) the execution and delivery of all ancillary documents and agreements in connection with the transactions contemplated by the APA, including, without limitation, (i) the Escrow Agreement with Pinnacle Trust Company, (ii) the Transition Services Agreement with Voss Chemical Industries, Inc., (iii) the Bill of Sale, (iv) the Assignment and Assumption Agreement, and (v) the IP Assignment Agreement; and

(e) the authorization of each of Thomas R. Ellison, Chief Executive Officer, Sandra K. Nair, Chief Financial Officer, and Derek Amato, General Counsel, acting singly or together, to execute and deliver such documents, agreements, instruments, and certificates, and to take all actions necessary, advisable, or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions and the transactions contemplated by the APA and the other Transaction Documents.

The undersigned further certifies that such resolutions have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the Closing Date, and that no other resolutions have been adopted by the Sole Member or the managers of Buyer that would conflict with or limit the authority granted by such resolutions.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of January 20, 2023.

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Thomas R. Ellison

Title: Chief Executive Officer

Address:

4100 Rockside Road, Suite 300 Independence, OH 44131

EXHIBIT A

WRITTEN CONSENT IN LIEU OF MEETING

OF THE SOLE MEMBER OF

CRESTLINE PACKAGING SOLUTIONS LLC

Effective Date: November 28, 2022 (reaffirmed as of January 20, 2023)

Sole Member: Kestrel Capital Partners Fund III, LP, a Delaware limited partnership (the "Sole Member")

General Partner of Sole Member: Cobalt Ridge Partners Management III, LLC, a Delaware limited liability company (the "General Partner")

RECITALS. The undersigned, Kestrel Capital Partners Fund III, LP, a Delaware limited partnership, acting through its General Partner, Cobalt Ridge Partners Management III, LLC, a Delaware limited liability company, is the sole member of Crestline Packaging Solutions LLC, a Delaware limited liability company (the "Company"). Pursuant to Section 18-404(d) of the Delaware Limited Liability Company Act (the "Act") and Section 7.3 of the Third Amended and Restated Limited Liability Company Agreement of the Company, dated as of March 15, 2021, as amended (the "LLC Agreement"), the Sole Member may take any action required or permitted to be taken at a meeting of the members without a meeting, without prior notice, and without a vote, if a written consent or consents setting forth the action so taken is signed by the Sole Member. The Sole Member hereby takes the following actions and adopts the following resolutions by written consent:

WHEREAS, the Company desires to acquire substantially all of the assets constituting the ProShield Industrial Coatings product line (the "Product Line") from Voss Chemical Industries, Inc., a New York corporation ("Seller"), pursuant to the terms of that certain Asset Purchase Agreement, dated as of November 28, 2022 (the "APA"), by and among the Company (as Buyer), Seller, and Frederick G. Voss and Elena M. Voss (solely in their capacities as Seller Principals) (the "Transaction");

WHEREAS, the total base purchase price for the Acquired Assets is Eighteen Million Dollars ($18,000,000), consisting of: (a) Fourteen Million Five Hundred Thousand Dollars ($14,500,000) in cash payable to Seller at the closing of the Transaction (the "Closing"), (b) Two Million Dollars ($2,000,000) to be deposited into an escrow account with Pinnacle Trust Company, as escrow agent, for the purpose of securing certain indemnification obligations of Seller as set forth in the APA, and (c) earnout consideration of up to Three Million Five Hundred Thousand Dollars ($3,500,000), payable upon achievement of certain performance milestones as set forth in Section 2.5 of the APA, for a maximum aggregate purchase price of up to Twenty-One Million Five Hundred Thousand Dollars ($21,500,000);

WHEREAS, the Transaction is to be financed through (i) an equity contribution of Six Million Dollars ($6,000,000) from the Sole Member to the Company and (ii) an incremental Term Loan C draw in the aggregate principal amount of Twelve Million Five Hundred Thousand Dollars ($12,500,000) from Great Lakes Commerce Bank, N.A. ("GLCB"), as administrative agent and lender, pursuant to the Third Amendment to the Credit Agreement, dated as of December 19, 2022 (the "Third Amendment"), which amends that certain Credit Agreement, dated as of March 15, 2021, by and among the Company, as borrower, GLCB, as administrative agent, and the lenders party thereto from time to time (as previously amended by the First Amendment dated September 30, 2021 and the Second Amendment dated June 15, 2022, and as further amended by the Third Amendment, the "Credit Agreement");

WHEREAS, the Sole Member has reviewed the APA, each of the ancillary agreements and Transaction Documents contemplated thereby, and the Third Amendment, and has determined that the Transaction is in the best interests of the Company and its members; and

WHEREAS, the Sole Member desires to authorize the Company to enter into the APA and the other Transaction Documents and to consummate the Transaction, all upon the terms and conditions set forth in the APA and the other Transaction Documents.

AUTHORIZATION RESOLUTIONS. NOW, THEREFORE, BE IT:

RESOLVED, that the Asset Purchase Agreement, dated as of November 28, 2022, by and among the Company (as Buyer), Voss Chemical Industries, Inc. (as Seller), and Frederick G. Voss and Elena M. Voss (as Seller Principals), substantially in the form presented to and reviewed by the Sole Member, together with all exhibits, schedules, and annexes thereto, is hereby approved, adopted, and ratified in all respects, and the Company is hereby authorized, empowered, and directed to execute, deliver, and perform its obligations under the APA in accordance with the terms thereof;

RESOLVED FURTHER, that the following ancillary agreements and Transaction Documents are hereby approved, adopted, and ratified, and the Company is hereby authorized, empowered, and directed to execute, deliver, and perform its obligations under each of the following:

(a) the Escrow Agreement (reference no. PT-2023-00418) by and among the Company, Voss Chemical Industries, Inc., and Pinnacle Trust Company, as escrow agent, providing for the deposit and administration of the Two Million Dollar ($2,000,000) escrow fund;

(b) the Transition Services Agreement by and between the Company and Voss Chemical Industries, Inc., pursuant to which Seller will provide certain transitional services to the Company following the Closing;

(c) the Bill of Sale, to be executed and delivered by Seller in favor of the Company, conveying title to certain Acquired Assets;

(d) the Assignment and Assumption Agreement, pursuant to which Seller will assign, and the Company will assume, the Assumed Contracts and Assumed Liabilities as described in the APA; and

(e) the IP Assignment Agreement, pursuant to which Seller will assign to the Company all right, title, and interest in and to certain intellectual property assets associated with the Product Line, including, without limitation, the ProShield trademark (United States Patent and Trademark Office Registration No. 2,876,411) and forty-seven (47) proprietary coating formulations owned by Seller and used exclusively in connection with the Product Line;

RESOLVED FURTHER, that the Company is hereby authorized, empowered, and directed to pay the Purchase Price as set forth in the APA, including: (a) the upfront cash consideration of Fourteen Million Five Hundred Thousand Dollars ($14,500,000) payable to Seller at the Closing, (b) the escrow deposit of Two Million Dollars ($2,000,000) to be deposited with Pinnacle Trust Company at the Closing, and (c) the earnout payments, if any, as and when due and payable under Section 2.5 of the APA, in an aggregate amount not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000);

RESOLVED FURTHER, that the Company is hereby authorized, empowered, and directed to enter into a new facility lease with Niagara Industrial Realty LLC for the premises located at 790 Niagara Falls Boulevard, Tonawanda, New York 14150, in connection with the continued operation of the Product Line following the Closing, upon such terms and conditions as the officers of the Company shall determine to be necessary, advisable, or appropriate;

RESOLVED FURTHER, that each of Thomas R. Ellison, Chief Executive Officer, Sandra K. Nair, Chief Financial Officer, and Derek Amato, General Counsel of the Company, is hereby authorized, empowered, and directed, acting singly or together, to execute and deliver, in the name and on behalf of the Company, such documents, agreements, instruments, certificates, notices, consents, filings, and other writings, and to take such further actions, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the Transaction and the other transactions contemplated by the APA and the Transaction Documents, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's determination that such document or action is necessary, advisable, or appropriate;

RESOLVED FURTHER, that all actions heretofore taken by any officer, manager, authorized representative, or agent of the Company in connection with the negotiation, preparation, execution, delivery, or performance of the APA, the Transaction Documents, the Third Amendment, or any other agreement, document, instrument, or certificate relating to the Transaction or the other transactions contemplated by the foregoing resolutions, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company; and

RESOLVED FURTHER, that this Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and that delivery of an executed counterpart of a signature page to this Written Consent by facsimile, portable document format (.pdf), or other electronic means shall be effective as delivery of a manually executed counterpart of this Written Consent.

IN WITNESS WHEREOF, the undersigned Sole Member has executed this Written Consent in Lieu of Meeting as of the date first written above.

Kestrel Capital Partners FUND III, LP, a Delaware limited partnership

By: Cobalt Ridge Partners Management III, LLC,

its General Partner

By: ________

Name: Julian H. Prescott

Title: Managing Partner

Date: ________

Address:

200 Clarendon Street, 48th Floor Boston, MA 02116

OFFICER'S CERTIFICATE OF CRESTLINE PACKAGING SOLUTIONS LLC
Delivered Pursuant to Section 8.2(d) of the Asset Purchase Agreement
January 20, 2023
This Officer's Certificate (this "Certificate") is delivered pursuant to Section 8.2(d) of that certain Asset Purchase Agreement, dated as of November 28, 2022 (as amended, supplemented, or otherwise modified from time to time, the "APA"), by and among Crestline Packaging Solutions LLC, a Delaware limited liability company ("Buyer"), Voss Chemical Industries, Inc., a New York corporation ("Seller"), and Frederick G. Voss and Elena M. Voss (solely in their capacities as Seller Principals, the "Seller Principals"). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the APA.
RECITALS
The undersigned, Thomas R. Ellison, hereby certifies that he is the duly elected, qualified, and acting Chief Executive Officer of Crestline Packaging Solutions LLC, a Delaware limited liability company organized and existing under the laws of the State of Delaware.
This Certificate is delivered pursuant to Section 8.2(d) of the APA as a condition precedent to the obligations of Seller to consummate the Closing under the APA. The APA contemplates the acquisition by Buyer of substantially all of the assets comprising the ProShield Industrial Coatings product line of Seller, including, without limitation, certain tangible personal property, intellectual property, inventory, contracts, permits, books and records, and goodwill associated therewith, all as more fully described in the APA (the "Acquired Assets").
The Closing of the transactions contemplated by the APA is occurring on January 20, 2023 (the "Closing Date").
The undersigned is duly authorized to execute and deliver this Certificate on behalf of Buyer, and hereby delivers this Certificate in his capacity as Chief Executive Officer of Buyer and not in his individual capacity. The undersigned has made such inquiries and investigations as he has deemed necessary and appropriate in order to make the certifications set forth herein.
In connection with the foregoing, the undersigned hereby certifies to Seller and the Seller Principals as follows:
Section 1. Representations and Warranties
The undersigned hereby certifies that each of the representations and warranties of Buyer contained in Article V of the APA, dated as of November 28, 2022, is true and correct in all material respects as of the Closing Date, January 20, 2023, with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date. With respect to any representation or warranty of Buyer contained in Article V of the APA that is qualified by reference to "materiality," "Material Adverse Effect," or words of similar import, each such representation and warranty is true and correct in all respects (without giving effect to any such materiality or Material Adverse Effect qualification) as of the Closing Date, January 20, 2023, with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date. The foregoing certifications are subject to the exception that any representation or warranty that by its terms speaks as of a specific date or period of time shall be true and correct (or true and correct in all material respects, as applicable, in accordance with the standard set forth in the immediately preceding sentences) only as of such specified date or period of time.
Without limiting the generality of the foregoing, the undersigned confirms that, as of the Closing Date: (a) Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware; (b) Buyer has all requisite limited liability company power and authority to execute, deliver, and perform its obligations under the APA and the other Transaction Documents to which it is a party; (c) the execution, delivery, and performance by Buyer of the APA and the other Transaction Documents to which Buyer is a party have been duly authorized by all necessary limited liability company action on the part of Buyer; and (d) the APA and each other Transaction Document to which Buyer is a party constitute, or upon execution and delivery will constitute, the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.
Section 2. Covenants and Agreements
The undersigned hereby certifies that Buyer has performed and complied in all material respects with all covenants, agreements, and obligations required by the APA to be performed or complied with by Buyer at or prior to the Closing Date, including, without limitation, all pre-closing covenants and agreements set forth in Article VII of the APA. Such performed covenants and obligations include, without limitation, Buyer's obligations with respect to (a) the arrangement and availability of financing for the transactions contemplated by the APA, (b) cooperation with Seller in connection with required notifications and filings, (c) the maintenance of confidentiality of Seller's proprietary and confidential information in accordance with the terms of the APA and that certain Confidentiality Agreement dated September 12, 2022 between Buyer and Seller, and (d) all other actions required to be taken by Buyer prior to or at the Closing in order to satisfy the conditions set forth in Article VIII of the APA.
Section 3. No Material Adverse Effect
The undersigned hereby certifies that, since November 28, 2022 (the date of execution of the APA), no event, change, occurrence, circumstance, development, effect, or condition has occurred that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on Buyer or on the ability of Buyer to consummate the transactions contemplated by the APA, to perform its obligations under the APA and the other Transaction Documents, or to assume and discharge the Assumed Liabilities in accordance with the terms of the APA. As of the Closing Date, there is no pending or, to the knowledge of Buyer, threatened action, suit, proceeding, claim, arbitration, or investigation by or before any Governmental Authority that would reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to consummate the transactions contemplated by the APA.
Section 4. Incumbency and Authority
The undersigned hereby certifies that Thomas R. Ellison is the duly appointed, qualified, and acting Chief Executive Officer of Crestline Packaging Solutions LLC, and that the undersigned has held such position continuously since March 15, 2021. The undersigned further certifies that he is duly authorized to execute and deliver this Certificate and each of the Transaction Documents to which Buyer is a party, in each case in the name and on behalf of Buyer. The authority of the undersigned to execute and deliver this Certificate and the Transaction Documents is evidenced by the resolutions of Buyer's sole member, a true, correct, and complete copy of which is attached hereto as Exhibit A and incorporated herein by reference. Such resolutions were duly adopted in accordance with the Limited Liability Company Agreement of Crestline Packaging Solutions LLC, dated as of March 15, 2021, as amended, and the Delaware Limited Liability Company Act, and have not been amended, modified, supplemented, revoked, or rescinded and remain in full force and effect as of the date hereof.
Section 5. Attached Resolutions
Attached hereto as Exhibit A is a true, correct, and complete copy of the Written Consent in Lieu of Meeting of the Sole Member of Crestline Packaging Solutions LLC, executed by Kestrel Capital Partners Fund III, LP, a Delaware limited partnership, in its capacity as the sole member of Crestline Packaging Solutions LLC (the "Sole Member"), authorizing the following:
(a) the execution, delivery, and performance by Buyer of the APA and all ancillary agreements, instruments, certificates, and other transaction documents contemplated thereby (collectively, the "Transaction Documents");
(b) the consummation of the transactions contemplated by the APA and the other Transaction Documents, including, without limitation, the acquisition by Buyer of the Acquired Assets constituting the ProShield Industrial Coatings product line from Voss Chemical Industries, Inc.;
(c) the payment of the Purchase Price, consisting of (i) Fourteen Million Five Hundred Thousand Dollars ($14,500,000) in upfront cash consideration payable to Seller at the Closing, (ii) Two Million Dollars ($2,000,000) to be deposited into escrow with Pinnacle Trust Company, as escrow agent, pursuant to the terms of the Escrow Agreement, and (iii) earnout consideration in an amount of up to Three Million Five Hundred Thousand Dollars ($3,500,000), payable as and when due in accordance with the terms and conditions set forth in Section 2.5 of the APA;
(d) the execution and delivery of all ancillary documents and agreements in connection with the transactions contemplated by the APA, including, without limitation, (i) the Escrow Agreement with Pinnacle Trust Company, (ii) the Transition Services Agreement with Voss Chemical Industries, Inc., (iii) the Bill of Sale, (iv) the Assignment and Assumption Agreement, and (v) the IP Assignment Agreement; and
(e) the authorization of each of Thomas R. Ellison, Chief Executive Officer, Sandra K. Nair, Chief Financial Officer, and Derek Amato, General Counsel, acting singly or together, to execute and deliver such documents, agreements, instruments, and certificates, and to take all actions necessary, advisable, or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions and the transactions contemplated by the APA and the other Transaction Documents.
The undersigned further certifies that such resolutions have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the Closing Date, and that no other resolutions have been adopted by the Sole Member or the managers of Buyer that would conflict with or limit the authority granted by such resolutions.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of January 20, 2023.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Thomas R. Ellison
Title: Chief Executive Officer
Address:
4100 Rockside Road, Suite 300 Independence, OH 44131
EXHIBIT A
WRITTEN CONSENT IN LIEU OF MEETING
OF THE SOLE MEMBER OF
CRESTLINE PACKAGING SOLUTIONS LLC
Effective Date: November 28, 2022 (reaffirmed as of January 20, 2023)
Sole Member: Kestrel Capital Partners Fund III, LP, a Delaware limited partnership (the "Sole Member")
General Partner of Sole Member: Cobalt Ridge Partners Management III, LLC, a Delaware limited liability company (the "General Partner")
RECITALS.  The undersigned, Kestrel Capital Partners Fund III, LP, a Delaware limited partnership, acting through its General Partner, Cobalt Ridge Partners Management III, LLC, a Delaware limited liability company, is the sole member of Crestline Packaging Solutions LLC, a Delaware limited liability company (the "Company"). Pursuant to Section 18-404(d) of the Delaware Limited Liability Company Act (the "Act") and Section 7.3 of the Third Amended and Restated Limited Liability Company Agreement of the Company, dated as of March 15, 2021, as amended (the "LLC Agreement"), the Sole Member may take any action required or permitted to be taken at a meeting of the members without a meeting, without prior notice, and without a vote, if a written consent or consents setting forth the action so taken is signed by the Sole Member. The Sole Member hereby takes the following actions and adopts the following resolutions by written consent:
WHEREAS, the Company desires to acquire substantially all of the assets constituting the ProShield Industrial Coatings product line (the "Product Line") from Voss Chemical Industries, Inc., a New York corporation ("Seller"), pursuant to the terms of that certain Asset Purchase Agreement, dated as of November 28, 2022 (the "APA"), by and among the Company (as Buyer), Seller, and Frederick G. Voss and Elena M. Voss (solely in their capacities as Seller Principals) (the "Transaction");
WHEREAS, the total base purchase price for the Acquired Assets is Eighteen Million Dollars ($18,000,000), consisting of: (a) Fourteen Million Five Hundred Thousand Dollars ($14,500,000) in cash payable to Seller at the closing of the Transaction (the "Closing"), (b) Two Million Dollars ($2,000,000) to be deposited into an escrow account with Pinnacle Trust Company, as escrow agent, for the purpose of securing certain indemnification obligations of Seller as set forth in the APA, and (c) earnout consideration of up to Three Million Five Hundred Thousand Dollars ($3,500,000), payable upon achievement of certain performance milestones as set forth in Section 2.5 of the APA, for a maximum aggregate purchase price of up to Twenty-One Million Five Hundred Thousand Dollars ($21,500,000);
WHEREAS, the Transaction is to be financed through (i) an equity contribution of Six Million Dollars ($6,000,000) from the Sole Member to the Company and (ii) an incremental Term Loan C draw in the aggregate principal amount of Twelve Million Five Hundred Thousand Dollars ($12,500,000) from Great Lakes Commerce Bank, N.A. ("GLCB"), as administrative agent and lender, pursuant to the Third Amendment to the Credit Agreement, dated as of December 19, 2022 (the "Third Amendment"), which amends that certain Credit Agreement, dated as of March 15, 2021, by and among the Company, as borrower, GLCB, as administrative agent, and the lenders party thereto from time to time (as previously amended by the First Amendment dated September 30, 2021 and the Second Amendment dated June 15, 2022, and as further amended by the Third Amendment, the "Credit Agreement");
WHEREAS, the Sole Member has reviewed the APA, each of the ancillary agreements and Transaction Documents contemplated thereby, and the Third Amendment, and has determined that the Transaction is in the best interests of the Company and its members; and
WHEREAS, the Sole Member desires to authorize the Company to enter into the APA and the other Transaction Documents and to consummate the Transaction, all upon the terms and conditions set forth in the APA and the other Transaction Documents.
AUTHORIZATION RESOLUTIONS.  NOW, THEREFORE, BE IT:
RESOLVED, that the Asset Purchase Agreement, dated as of November 28, 2022, by and among the Company (as Buyer), Voss Chemical Industries, Inc. (as Seller), and Frederick G. Voss and Elena M. Voss (as Seller Principals), substantially in the form presented to and reviewed by the Sole Member, together with all exhibits, schedules, and annexes thereto, is hereby approved, adopted, and ratified in all respects, and the Company is hereby authorized, empowered, and directed to execute, deliver, and perform its obligations under the APA in accordance with the terms thereof;
RESOLVED FURTHER, that the following ancillary agreements and Transaction Documents are hereby approved, adopted, and ratified, and the Company is hereby authorized, empowered, and directed to execute, deliver, and perform its obligations under each of the following:
(a) the Escrow Agreement (reference no. PT-2023-00418) by and among the Company, Voss Chemical Industries, Inc., and Pinnacle Trust Company, as escrow agent, providing for the deposit and administration of the Two Million Dollar ($2,000,000) escrow fund;
(b) the Transition Services Agreement by and between the Company and Voss Chemical Industries, Inc., pursuant to which Seller will provide certain transitional services to the Company following the Closing;
(c) the Bill of Sale, to be executed and delivered by Seller in favor of the Company, conveying title to certain Acquired Assets;
(d) the Assignment and Assumption Agreement, pursuant to which Seller will assign, and the Company will assume, the Assumed Contracts and Assumed Liabilities as described in the APA; and
(e) the IP Assignment Agreement, pursuant to which Seller will assign to the Company all right, title, and interest in and to certain intellectual property assets associated with the Product Line, including, without limitation, the ProShield trademark (United States Patent and Trademark Office Registration No. 2,876,411) and forty-seven (47) proprietary coating formulations owned by Seller and used exclusively in connection with the Product Line;
RESOLVED FURTHER, that the Company is hereby authorized, empowered, and directed to pay the Purchase Price as set forth in the APA, including: (a) the upfront cash consideration of Fourteen Million Five Hundred Thousand Dollars ($14,500,000) payable to Seller at the Closing, (b) the escrow deposit of Two Million Dollars ($2,000,000) to be deposited with Pinnacle Trust Company at the Closing, and (c) the earnout payments, if any, as and when due and payable under Section 2.5 of the APA, in an aggregate amount not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000);
RESOLVED FURTHER, that the Company is hereby authorized, empowered, and directed to enter into a new facility lease with Niagara Industrial Realty LLC for the premises located at 790 Niagara Falls Boulevard, Tonawanda, New York 14150, in connection with the continued operation of the Product Line following the Closing, upon such terms and conditions as the officers of the Company shall determine to be necessary, advisable, or appropriate;
RESOLVED FURTHER, that each of Thomas R. Ellison, Chief Executive Officer, Sandra K. Nair, Chief Financial Officer, and Derek Amato, General Counsel of the Company, is hereby authorized, empowered, and directed, acting singly or together, to execute and deliver, in the name and on behalf of the Company, such documents, agreements, instruments, certificates, notices, consents, filings, and other writings, and to take such further actions, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the Transaction and the other transactions contemplated by the APA and the Transaction Documents, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's determination that such document or action is necessary, advisable, or appropriate;
RESOLVED FURTHER, that all actions heretofore taken by any officer, manager, authorized representative, or agent of the Company in connection with the negotiation, preparation, execution, delivery, or performance of the APA, the Transaction Documents, the Third Amendment, or any other agreement, document, instrument, or certificate relating to the Transaction or the other transactions contemplated by the foregoing resolutions, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company; and
RESOLVED FURTHER, that this Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and that delivery of an executed counterpart of a signature page to this Written Consent by facsimile, portable document format (.pdf), or other electronic means shall be effective as delivery of a manually executed counterpart of this Written Consent.
IN WITNESS WHEREOF, the undersigned Sole Member has executed this Written Consent in Lieu of Meeting as of the date first written above.
Kestrel Capital Partners FUND III, LP, a Delaware limited partnership
By: Cobalt Ridge Partners Management III, LLC,
its General Partner
By: ________
Name: Julian H. Prescott
Title: Managing Partner
Date: ________
Address:
200 Clarendon Street, 48th Floor Boston, MA 02116

OFFICER'S CERTIFICATE OF CRESTLINE PACKAGING SOLUTIONS LLC

RECITALS

CRESTLINE PACKAGING SOLUTIONS LLC

EXHIBIT A

WRITTEN CONSENT IN LIEU OF MEETING

OF THE SOLE MEMBER OF

CRESTLINE PACKAGING SOLUTIONS LLC

AUTHORIZATION RESOLUTIONS. NOW, THEREFORE, BE IT:

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