FR EA
1006-00008 · Crestline Packaging Solutions LLC · 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

August 15, 2025 (the "Closing Date")

The undersigned, Marcus Waverly, in his capacity as Chief Executive Officer of Crestline Packaging Solutions LLC, a Delaware limited liability company (the "Buyer"), hereby certifies as follows in connection with the closing of the transactions contemplated by that certain Asset Purchase Agreement, dated as of June 16, 2025 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and among Crestline Packaging Solutions LLC, as Buyer, Lakewood Regional Health Partners, LLC, a New York limited liability company (the "Seller"), Dr. Raymond Alcott, an individual, and Dr. Nadia Petrosian, an individual.

This Certificate is delivered pursuant to Section 8.2(d) (Conditions to Obligations of Seller — Officer's Certificate) of the Agreement. The undersigned is duly authorized to execute and deliver this Certificate on behalf of Buyer. Capitalized terms used but not defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement. The undersigned is delivering this Certificate solely in his capacity as Chief Executive Officer of Buyer and not in his individual capacity, and no personal liability shall attach to the undersigned by reason of the certifications made herein.

Section 1. Representations and Warranties

The undersigned hereby certifies, on behalf of Buyer, that each of the representations and warranties of Buyer set forth in Article V of the Agreement:

(a) that is qualified as to materiality, Material Adverse Effect, or words of similar import, is true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to a specified earlier date, in which case such representation or warranty is true and correct in all respects as of such earlier date); and

(b) that is not so qualified as to materiality, Material Adverse Effect, or words of similar import, is true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly relates to a specified earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date).

Section 2. Covenants and Agreements

The undersigned hereby certifies, on behalf of Buyer, that Buyer has duly performed and complied with, in all material respects, all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Buyer at or prior to the Closing Date, including, without limitation, the covenants and agreements set forth in Article VII of the Agreement applicable to Buyer. To the knowledge of the undersigned, no act or omission of Buyer has occurred that would constitute a breach of, or failure to comply with, any such covenant, agreement, or obligation in any material respect.

Section 3. No Material Adverse Effect

The undersigned hereby certifies, on behalf of Buyer, that since June 16, 2025 (the date of the Agreement), no event, change, occurrence, development, condition, or circumstance 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 Buyer's ability to consummate the transactions contemplated by the Agreement and the Ancillary Documents to which Buyer is a party on a timely basis and in accordance with the terms and conditions set forth therein.

Section 4. Confirmation of Authority

The undersigned hereby certifies, on behalf of Buyer, that all limited liability company actions on the part of Buyer and its members, managers, and officers necessary to authorize (a) the execution and delivery of the Agreement and each Ancillary Document to which Buyer is a party, (b) the performance by Buyer of its obligations under the Agreement and each such Ancillary Document, and (c) the consummation of the transactions contemplated by the Agreement and each such Ancillary Document, have been duly and validly taken in accordance with applicable law and Buyer's Certificate of Formation and Limited Liability Company Agreement, each as currently in effect. No further approval, authorization, consent, or other action by or on behalf of Buyer or any of its members, managers, or officers is required in connection with the foregoing. Evidence of such authorization, including certified copies of the resolutions adopted by the Board of Managers of Buyer and related incumbency certifications, is attached to the Secretary's Certificate of Buyer being delivered concurrently herewith at the Closing, or has otherwise been delivered to Seller or its counsel prior to or at the Closing.

Section 5. Reliance

This Certificate is being delivered to Seller in satisfaction of the condition to the obligations of Seller set forth in Section 8.2(d) of the Agreement. Seller, and its legal counsel, Whitfield, Ames & Greer LLP, are entitled to rely on the accuracy and completeness of the certifications contained herein in connection with the Closing and the consummation of the transactions contemplated by the Agreement and the Ancillary Documents. The certifications set forth herein are made as of the Closing Date and shall survive the Closing in accordance with, and subject to the limitations set forth in, Article X of the Agreement.

Section 6. Governing Law

This Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision, rule, or principle (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with Section 12.8 of the Agreement.

[Signature Page Follows]

[SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF BUYER]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Certificate as of the date first written above.

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Marcus Waverly

Title: Chief Executive Officer

Date: August 15, 2025